(On December 28, 2007 China Securities supervision Management Committee makes 52nd, announced since on January 1, 2008 up purposes) a, and will second article modified for: "this rules by said foreign shares securities company is refers to: (a) outside shareholders and territory shareholders law common funded established of securities company; (ii) outside investors law by let, and subscription within funding securities company equity, within funding securities company law change of securities company".
Bis, the fourth is amended as: "names of foreign-shared securities companies, organization, establishment and responsibilities of registered capital, the Organization shall be in accordance with the company law and the securities law and other laws, decrees and relevant regulations of the China Securities Regulatory Commission."
Three, and will fifth article modified for: "foreign shares securities company can business following business: (a) stock (including Yuan common stock, and foreign unit) and bonds (including government bonds, and company bonds) of underwriting and sponsor; (ii) foreign unit of brokers; (three) bonds (including government bonds, and company bonds) of brokers and proprietary; (four) China SFC approved of other business.
Four, and will sixth article subsection (a) items modified for: "registered capital meet securities method of provides", subsection (three) items modified for: "according to China SFC of provides made securities practitioners qualification of personnel not less than 30 people, and has necessary of accounting, and legal and computer professionals", subsection (five) items modified for: "has meet requirements of business places and qualified of business facilities". Five, and will seventh article modified for: "foreign shares securities company of outside shareholders, should has following conditions: (a) where national or area has perfect of securities legal and regulatory system, has and China SFC or China SFC recognized of institutions signed set securities regulatory cooperation understanding memorandum, and keep with effective of regulatory cooperation relationship; (ii) in where national or area legal established, at least has 1 name is has legal of financial business business qualification of institutions
; Outside shareholders since shares of day up 3 years within shall not transfer by holding some foreign shares securities company equity; (three) continued business 5 years above, near three years not by where national or area regulatory institutions or administrative, and judicial organ of major punishment; (four) near three years the financial index meet where national or area legal of provides and regulatory institutions of requirements; (five) has perfect of internal control system; (six) has good of reputation and business performance; (seven) China SFC provides of other carefully sex conditions ". Six, eighth paragraph modified as follows: "the domestic shareholders foreign-shared securities companies, there should be 1 in domestic securities companies.
But domestic securities companies changed into foreign-shared securities companies, this does not apply. "
Seven, the tenth article is changed to: "the foreign shareholding ratio or proportion of foreign-shared securities companies have an interest in total (including direct and indirect control) must not exceed 1/3."
Section eight, 11th modified to: "Director of foreign-shared securities companies, supervisors and senior management officers shall possess the qualifications prescribed by the CSRC." Nine, and will 12th article subsection (three) items modified for: "foreign shares securities company intends any main senior management personnel meet served conditions of description file", subsection (four) items modified for: "shareholders of license or registered certificate, and securities business qualification certificate copies", subsection (five) items modified for: "application Qian three years both inside and outside shareholders by audit of financial report", subsection (six) items modified for: "
Outside shareholders where national or area related regulatory institutions or China SFC recognized of outside institutions issued of on the outside shareholders whether has this rules seventh article subsection (ii), and (three), and (four) items provides of conditions of description letter ", subsection (seven) items modified for:" by China territory lawyer firm issued of legal submissions "; in 12th article subsection (seven) items zhihou increased a items, as subsection (eight) items:" China SFC requirements of other file ". Ten 13th, 20th, and be amended as: "the CSRC in accordance with relevant laws, administrative regulations and the rules on the review of the application documents prescribed in the preceding article, and make a decision on whether to approve within the prescribed period, notify the applicant in writing.
Rejected, in writing of reasons. "
Plenary, the 14th article is revised as follows: "shareholders should be approved by the China Securities Regulatory Commission documents issued within 6 months of paid contributions or agreed cooperation terms, the election of Directors, supervisors, and appointment of senior managers, and apply to the Administration for industry and commerce registration of establishment license".
12, and will 15 article subsection (four) items modified for: "Director, and prison thing, and senior management personnel and main business personnel of list, and served qualification proved file and securities practitioners qualification proved file", subsection (six) items modified for: "business places and business facilities situation manual"; in 15 article subsection (six) items zhihou increased a items, as subsection (seven) items: "China SFC requirements of other file". 13, and will 19th article subsection (five) items modified for: "intends in the securities company served of foreign investors delegate personnel of list, and resume and corresponding of practitioners qualification proved file, and served qualification proved file", subsection (six) items modified for: "outside shareholders of license or registered certificate and related business qualification certificate copies", subsection (seven) items modified for: "application Qian three years outside shareholders by audit of financial report", subsection (eight) items modified for: "
Outside shareholders where national or area related regulatory institutions or China SFC recognized of outside institutions issued of on the outside shareholders whether has this rules seventh article subsection (ii), and (three), and (four) items provides of conditions of description letter ", subsection (ten) items modified for:" by China territory lawyer firm issued of legal submissions "; in 19 article subsection (ten) items zhihou increased a items, as subsection (11) items:" China SFC requirements of other file ".
14, will be the 22nd paragraph (f) is amended as: "China law firms and securities related qualification issued by the accounting firm of cleanup in the foregoing paragraph of legal opinions and validate"; in the 22nd paragraph (vi) add a, as the seventh item: "the other files required by the China Securities Regulatory Commission." XV, and in 24th article zhihou increased a article, as 25th article: "outside investors can law through securities exchange of securities trading holds listed within funding securities company shares, or and listed within funding securities company established strategy cooperation relationship and by China SFC approved holds listed within funding securities company shares, listed within funding securities company by approved of business range not variable; in holding shareholders for within funding shareholders of premise Xia, listed within funding securities company not by at least has 1 name within funding shareholders of holding proportion not below 1/
The limit of 3.
Foreign investors in accordance with securities held through a Securities Exchange or through agreements and other arrangements with others over 5% shares of listed domestic securities companies shall comply with the conditions laid down in rule seventh, and compliance with the provisions of the Securities Act of the 129th. Individual foreign investors (including direct and indirect control)-funded securities companies listing shares shall not exceed the proportion of 20%; all foreign investors (including direct and indirect control)-funded securities companies listing shares shall not exceed the proportion of 25%. "As the 26th article 16, the 25th, and modify the first paragraph as follows:" in accordance with the provisions of this rule applications submitted to the China Securities Regulatory Commission documents and information submitted to the China Securities Regulatory Commission, Chinese must be used.
Foreign shareholders and the country or region where the regulatory agencies or outside agency approved by the China Securities Regulatory Commission issued the documents and materials used in a foreign language, consistent with the content of the original Chinese version shall be attached. "
This decision shall enter into force on January 1, 2008.
The rules of establishment of foreign-shared securities companies accordingly modified according to this decision, republished. Attached: foreign shares securities company established rules (2007 amendment this) on June 1, 2002 SFC makes 8th, announced, according to on December 28, 2007 China Securities supervision Management Committee on modified straddling foreign shares coupons company established rules of decided Amendment) first article to adapted securities market opening of need, strengthening and perfect on foreign shares securities company of supervision management, clear foreign shares securities company of established conditions and program, according to company law and securities method
The relevant provisions, establish the rules.
Second foreign-shared securities companies mentioned in these rules shall mean: (a) with domestic shareholders foreign shareholders jointly invested in securities of companies in accordance with law, (ii) foreign investors according to law, subscription-funded securities companies, domestic securities companies securities companies shall be altered.
Article III of the China Securities Regulatory Commission (hereinafter "CSRC") is responsible for the approval and supervision of foreign-shared securities companies.
Fourth foreign-shared securities companies name, organization, establishment and responsibilities of registered capital, the Organization shall be in accordance with the company law and the securities law and other laws, decrees and relevant regulations of the China Securities Regulatory Commission.
Fifth of foreign-shared securities companies may have the following services: (a) shares (including RMB, foreign share of common stock) and bonds (including government bonds, corporate bonds) the underwriting and sponsorship; (b) the foreign share broker, (iii) bonds (including government bonds, corporate bonds) broker or dealer and (iv) other business approved by the China Securities Regulatory Commission. Sixth article foreign shares securities company should meet following conditions: (a) registered capital meet securities method of provides; (ii) shareholders has this rules provides of qualification conditions, its funded proportion, and funded way meet this rules of provides; (three) according to China SFC of provides made securities practitioners qualification of personnel not less than 30 people, and has necessary of accounting, and legal and computer professionals; (four) has sound of internal management, and risk control and on underwriting, and brokers, and proprietary, business in institutions, and personnel, and information, and
Managed separately from operational aspects of implementation of the system, there are adequate internal control systems and (e) meet the requirements of the business premises and qualified business facilities; (vi) other prudent requirements as specified by the CSRC. Seventh article foreign shares securities company of outside shareholders, should has following conditions: (a) where national or area has perfect of securities legal and regulatory system, has and China SFC or China SFC recognized of institutions signed set securities regulatory cooperation understanding memorandum, and keep with effective of regulatory cooperation relationship; (ii) in where national or area legal established, at least has 1 name is has legal of financial business business qualification of institutions
; Outside shareholders since shares of day up 3 years within shall not transfer by holding some foreign shares securities company equity; (three) continued business 5 years above, near three years not by where national or area regulatory institutions or administrative, and judicial organ of major punishment; (four) near three years the financial index meet where national or area legal of provides and regulatory institutions of requirements; (five) has perfect of internal control system; (six) has good of reputation and business performance; (seven) China SFC provides of other carefully sex conditions.
Article eighth domestic shareholders foreign-shared securities companies, securities companies shall meet the provisions of the CSRC shareholder qualification. Domestic shareholders foreign-shared securities companies, there should be 1 in domestic securities companies.
But domestic securities companies changed into foreign-shared securities companies, this does not apply.
Nineth domestic shareholders can use cash, operating in the necessary physical capital; foreign shareholders shall be made in freely convertible currency contribution.
The tenth foreign ownership ratio or proportion of foreign-shared securities companies have an interest in total (including direct and indirect control) must not exceed 1/3.
Domestic securities companies in the domestic shareholders, should be at least 1 share or proportion of foreign-shared securities companies have an interest in not less than 1/3.
Changed to domestic securities companies of foreign-shared securities companies, should be at least 1 shareholder's stake of not less than 1/3.
11th foreign-shared securities companies Directors, supervisors and senior management officers shall possess the qualifications prescribed by the CSRC. 12th article application established foreign shares securities company, should by all shareholders common specified of representative or delegate of agent, to China SFC submitted following file: (a) both inside and outside shareholders of statutory representative people or authorized representative common signed of application table; (ii) on established foreign shares securities company of contract and the articles draft; (three) foreign shares securities company intends any main senior management personnel meet served conditions of description file; (four) shareholders of license or registered certificate, and
Securities business qualification certificate copies; (five) application Qian three years both inside and outside shareholders by audit of financial report; (six) outside shareholders where national or area related regulatory institutions or China SFC recognized of outside institutions issued of on the outside shareholders whether has this rules seventh article subsection (ii), and (three), and (four) items provides of conditions of description letter; (seven) by China territory lawyer firm issued of legal submissions; (eight) China SFC requirements of other file. 13th the CSRC in accordance with relevant laws, administrative regulations and the rules on the review of the application documents prescribed in the preceding article, and make a decision on whether to approve within the prescribed period, notify the applicant in writing.
Rejected, state the reason in writing.
14th shareholders should be approved by the China Securities Regulatory Commission documents issued within 6 months of paid contributions or provide the agreed cooperation conditions, the election of Directors, supervisors, and appointment of senior managers, and apply to industrial and commercial administrative organs for registration to obtain business licenses. 15th article foreign shares securities company of Chairman or authorized representative should since license issued of day up 15 a days within, to China SFC submitted following file, application business securities business license: (a) license copy copies; (ii) company articles; (three) by China territory has securities related business qualification of Accountants firm issued of inspection funding report; (four) Director, and prison thing, and senior management personnel and main business personnel of list, and
Proof of qualification certificates and securities practice qualification; (v) the text of the internal control system (vi) business premises and business facilities fact sheet, (VII) other documents requested by the CSRC. 16th the CSRC in accordance with relevant laws, administrative regulations and the rules on the review of the application documents prescribed in the preceding article, and from the date of receipt of the application documents meet the requirements within 15 working days to make a decision.
To meet the required conditions, issuing a securities business license; does not meet the requirements will not be issued, and to state the reason in writing.
17th have not acquired a securities business license issued by the China Securities Regulatory Commission, foreign-shared securities companies shall not be opened, shall not operate securities business.
18th-funded securities firms to apply for change of foreign-shared securities companies shall satisfy the conditions laid down in article sixth of these rules.
Acquisitions or equity-funded securities overseas shareholders of the company shall meet the conditions laid down in rule seventh, its acquisition of equity or capital contribution shall comply with the provisions of article tenth of the present rules.
19th article within funding securities company application change for foreign shares securities company, should to China SFC submitted following file: (a) statutory representative people signed of application table; (ii) shareholders will on change for foreign shares securities company of resolution; (three) company articles modified draft; (four) equity transfer agreement or funded agreement (shares subscription agreement); (five) intends in the securities company served of foreign investors delegate personnel of list, and resume and corresponding of practitioners qualification proved file, and served qualification proved file;
(Six) outside shareholders of license or registered certificate and related business qualification certificate copies; (seven) application Qian three years outside shareholders by audit of financial report; (eight) outside shareholders where national or area related regulatory institutions or China SFC recognized of outside institutions issued of on the outside shareholders whether has this rules seventh article subsection (ii), and (three), and (four) items provides conditions of description letter; (nine) law cannot by foreign shares securities company business of business of cleanup programme;
(J) legal opinions issued by the law firm in China and (11) other documents requested by the CSRC. 20th the CSRC in accordance with relevant laws, administrative regulations and the rules on the review of the application documents prescribed in the preceding article, and make a decision on whether to approve within the prescribed period, notify the applicant in writing.
Rejected, state the reason in writing.
Article 21st of securities companies are allowed to change, should be approved since the CSRC file within 6 months from the date of issue, handling matters relating to transfer of shares or capital increase, clean by foreign-shared securities companies could not legally operate a business, and apply to the industrial and commercial administrative organs for registration of change and renewal of business licenses.
22nd article allowed change of securities company should since change registration of day up 15 a days within, to China SFC submitted following file, application renewal business securities business license: (a) license copy copies; (ii) foreign shares securities company articles; (three) Company original business securities business license and copy; (four) by China territory has securities related business qualification of Accountants firm issued of inspection funding report;
(E) by foreign-shared securities companies could not legally operate a business liquidation reports; (vi) China law firms and securities related qualification issued by the accounting firm of cleanup in the foregoing paragraph of legal opinions and validation reports; (VII) other documents requested by the CSRC. 23rd the CSRC in accordance with relevant laws, administrative regulations and the rules on the review of the application documents prescribed in the preceding article, and from the date of receipt of the application documents meet the requirements within 15 working days to make a decision.
To meet the required conditions, renewal of the permit to operate securities business; does not meet the conditions prescribed shall not be renewed, and to state the reason in writing.
24th article of foreign-shared securities companies to merge or foreign-shared securities companies and domestic securities companies after the merger of the newly established or acquired securities firms shall satisfy the provisions of this rule for establishment of foreign-shared securities companies; its business scope of foreign shareholders equity or percentage interest shall be in conformity with the provisions of this rule.
Foreign-shared securities companies established after the Division of securities companies, shareholders have foreign shareholders, the business scope of foreign shareholders equity or percentage interest shall be in conformity with the provisions of this rule.
25th article outside investors can law through securities exchange of securities trading holds listed within funding securities company shares, or and listed within funding securities company established strategy cooperation relationship and by China SFC approved holds listed within funding securities company shares, listed within funding securities company by approved of business range not variable; in holding shareholders for within funding shareholders of premise Xia, listed within funding securities company not by at least has 1 name within funding shareholders of holding proportion not below 1/3 of limit.
Foreign investors in accordance with securities held through a Securities Exchange or through agreements and other arrangements with others over 5% shares of listed domestic securities companies shall comply with the conditions laid down in rule seventh, and compliance with the provisions of the Securities Act of the 129th.
Individual foreign investors (including direct and indirect control)-funded securities companies listing shares shall not exceed the proportion of 20%; all foreign investors (including direct and indirect control)-funded securities companies listing shares shall not exceed the proportion of 25%. 26th CSRC in accordance with these rules of application documents and information submitted to the China Securities Regulatory Commission, Chinese must be used.
Foreign shareholders and the country or region where the regulatory agencies or outside agency approved by the China Securities Regulatory Commission issued the documents and materials used in a foreign language, consistent with the content of the original Chinese version shall be attached.
Documents submitted by the applicant and submitted materials, inadequate status of the applicant, the China Securities Regulatory Commission may require the applicant to supplement description.
27th Hong Kong S.A.R., and Macau S.A.R. and Taiwan investors in the area of securities companies, these rules shall apply, mutatis mutandis.
28th article of foreign-shared securities companies set up, modification, termination, operational and regulatory matters not specified in these rules, apply to the CSRC and other relevant provisions.
The 29th article of the rules come into effect on July 1, 2002.
