全国人民代表大会常务委员会关于修改《中华人民共和国证券法》的决定　附：修正本（二）

　　Chapter Ⅵ

　　Securities Companies

　　Article 117 The establishment of a securities company shall be subject to examination and approval by the securities regulatory authority under the State Council. No one may engage in securities business without approval of said authority.

　　Article 118 For purposes of this Law， “ a securities company” means a limited liability company or a joint stock limited company which， pursuant to the provisions of the Company Law and the preceding article， is established with approval to engage in securities business.

　　Article 119 The State administers securities companies by dividing them into categories- comprehensive securities companies and brokerage securities companies. The securities regulatory authority under the State Council shall， on the basis of the these categories， issue business license to them.

　　Article 120 A securities company shall include the words “ limited liability securities company” or “joint stock limited securities company” in its name.

　　A brokerage securities company shall include the word “brokerage” in its name.

　　Article 121 The following conditions shall be satisfied for the establishment of a comprehensive securities company：

　　（1）to have a minimum registered capital of 500 million Yuan；

　　（2）to have chief administrators and business persons who are qualified to engage in securities business；

　　（3）to have a fixed place of business and up-to-standard trading facilities； and

　　（4）to have a sound management system and a standardized system for the separate administration of business on its own account and brokerage business.

　　Article 122 The minimum registered capital of a brokerage securities company is 50 million Yuan， the chief administrators and business persons of such a company shall be qualified to engage in securities business， and it shall have a fixed place of business， up-to-standard trading facilities and a sound management system.

　　Article 123 The establishment or closure f branches of a securities company， change in its scope of business， registered capital or articles of association， and merger， division， change in its corporate form， and its dissolution shall be subject to approval by the securities regulatory authority under the State Council.

　　Article 124 The total amount of external liabilities of a securities company may not exceed the prescribed multiple of its net asset， and the total amount of its current liabilities may not exceed a certain proportion of its total current assets. The specific multiple， proportion and administrative measures shall be prescribed by the securities regulatory authority under the State Council.

　　Article 125 None of the persons described in Article 57 of the Company Law or in the following may serve as director， supervisor or manager of a securities company：

　　（1）responsible persons of stock exchanges or securities registration and clearing institutions and directors， supervisors and managers of securities companies， who are removed from office due to a violation of law or the rules of discipline， where not more than five years have elapsed since the date of their removal； and

　　（2）lawyers， certified public accountants， and professionals of statutory asset appraisal organization s or verification organizations， who are disqualified as such due t a violation of law or the rules or discipline， where not more than five years have elapsed since the date of their disqualification.

　　Article 126 Employees of stock exchanges， securities registration and clearing institutions or securities companies and functionaries or State organs who are discharged for violating the law or rules of discipline may not be engaged by securities company.

　　Article 127 No functionaries of State organs， or other persons prohibited by laws or administrative regulations from c

oncurrently holding positions in companies， may concurrently hold positions in securities companies.

　　No director， supervisor， manager or business person of a securities company may concurrently hold a post in another securities company.

　　Article 128 A securities company shall derive for a trading risk reserve from its annual after-tax profits to make up losses from securities trading. The specific percentage for such derivation shall be prescribed by the securities regulatory under the State Council.

　　Article 129 Comprehensive securities companies may engage in the following securities business：

　　（1）brokerage business：

　　（2）securities business on its own account；

　　（3）securities underwriting business； and

　　（4）other business verified by the securities regulatory authority under the State Council.

　　Article 130 Brokerage securities companies are permitted only to engage in securities brokerage business.

　　Article 131 A securities company shall， on the basis of the lines of business specified in the preceding two articles， submit an application for its scope of business to the securities regulatory authority under the State Council for verification.

　　No securities company may engage in securities business or other business beyond the scope of business verified.

　　Article 132 Comprehensive securities companies shall conduct their brokerage business separately from business operated on their own account， The business persons and financial accounts for one type of business shall be kept separate from those for the other type. The same business persons may not operate both types of business and the same business persons may not operate both types of business and the same accountants may not keep the financial accounts for business and the same accountant may not keep the financial accounts for both types of business.

　　Transaction clearing funds of a client shall be deposited in full with a designated commercial bans and a separate account shall be opened and managed as such. Misappropriation of a client's transaction clearing funds is strictly prohibited.

　　Article 133 The flow of bank funds into the stock market against regulations is prohibited.

　　When carrying out business on its own account， a securities company shall use its self-owned funds and funds raised according to law.

　　Article 134 Business on the account of a securities company itself shall be conducted in its own name， and may not be conducted in the name of another or in the name of an individual.

　　No securities company may lend its own business account to another for use.

　　Article 135 Securities companies shall have the lawful right to operate independently， and their lawful operations shall be subjected to no interference.

　　Article 136 Where the registered capital of a securities company falls below the amount required to engage in the relevant business as prescribed in this Law， the securities regulatory authority under the State Council shall revoke its verification of the relevant scope of business.

　　Article 137 A securities company that， in securities trading， buys or sells securities on behalf of its clients or operates as an intermediary is a securities broker with the status of a legal person.

　　Article 138 When handling brokerage business， a securities company shall separately open a securities account and a funds account for a client， and shall manage the securities and funds delivered by the client under separate accounts and truthfully record transactions. It may not make sham entries.

　　To open an account， the client shall present lawful papers to show that hw is a Chinese citizen or a Chinese legal person.

　　Article 139 To handle brokerage business， a securities company shall provide uniform letters of instruction for the trading of securities for use by instructing pa

rties. If instructions are given in other ways， a record shall be kept thereof.

　　Whether or not any transactions are concluded， the records of clients' instructions for trading or securities shall be kept at the securities company for the prescribed period of time.

　　Article 140 Upon accepting an instruction to purchase of sell securities， a securities company shall purchase or sell securities as an agent in accordance with the trading rules and on the basis of the description of the securities， the purchase or sale quantity， the method of bidding， the price range， etc. set forth in the instruction form. After a transaction is concluded， it shall， according to regulations， prepare a transaction report and deliver it to the client.

　　Reconciliation statements confirming trading acts and their acts and their transaction results in securities trading shall be truthful. Such statements shall be audited on a transaction-by transaction basis by an auditor other than the person handling the transactions， who shall see that the securities book balance is the same as the number of securities actually held.

　　Article 141 Securities sold by a securities company upon acceptance of an instruction shall be securities actually held in the client's securities account. A securities company may not finance its clients' transactions by providing securities.

　　Securities purchased by a securities company upon acceptance of an instruction shall be paid with funds actually deposited in the client's funds account. A securities company may not finance its clients' transactions by providing funds.

　　Article 142 When handling brokerage business， a securities company may not accept a client's unlimited authorization to decide on the purchase or sale of securities， choos

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