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）

e the types of securities or decide on the quantities to be purchased or sold or the purchase or sales price.

　　Article 143 A securities company may not give any form of commitment with respect to its clients' profits from the purchase or sell of securities or compensation for losses from the purchase or sale of securities.

　　Article 144 A securities company and its employees may not， in private and not through the company's place of business established according to law， accept instructions from a client to purchase or sell securities.

　　Article 145 If， in the course of securities trading， and employee of a securities company violates trading rules under the instructions of the company or by taking advantage of his position， the securities company to which hw belongs shall bear full liability therefor.

　　Chapter Ⅶ

　　Securities Registration and Clearing Institutions

　　Article 146 A securities registration and clearing institution is a non-profit legal person that provides centralized registration， custody and clearing services for securities trading.

　　The establishment of a securities registration and clearing institution shall be subject ot approval by the securities regulatory authority under the State Council.

　　Article 147 To be established， a securities registration and clearing institution shall meet the following conditions：

　　（1）it has-owned funds of not less than 200 million Yuan；

　　（2）it has the place and facilities necessary for providing securities registration， custody and clearing services；

　　（3）its chief administrators and business persons are qualified to engage in securities business； and

　　（4）other conditions prescribed by the securities regulatory authority under the State Council.

　　The name of a securities registration and clearing institution shall include the words “securities registration and clearing.”

　　Article 148 A securities registration and clearing institution shall perform the following functions：

　　（1）establishment of securities accounts clearing accounts；

　　（2）custody and transfer

of ownership of securities；

　　（3）registration of the names of the holder of securities；

　　（4）clearing and delivery of listed securities traded on the stock exchange；

　　（5）allotment of securities rights and interests upon entrustment by the issuer；

　　（6）handling of inquiries concerning the above-mentioned business； and

　　（7）other business approved by the securities regulatory authority under the State Council.

　　Article 149 A centralized and unified method of operation shall be used for registration and clearing of securities nationwide.

　　The articles of association and business rules of a securities registration and clearing institution shall be formulated according to law and be subject to approval by the securities regulatory authority under the State Council.

　　Article 150 Before trading listed securities， a holder shall place all such securities in the custody of a securities registration and clearing institution.

　　A securities registration and clearing institution may not use its clients' securities as collateral or lend them to others.

　　Article 151 A securities registration and clearing institution shall furnish the issuer of securities with the register of， and relevant information concerning， the holders of its securities.

　　On the basis of the results of securities registration and clearing， a securities registration and clearing institution shall confirm the fact that particular securities are held by particular holders and provide registered information on the holders of the securities.

　　A securities registration and clearing institution shall ensure the truthfulness， accuracy and completeness of the register of the holders of securities and the records of registration of change in ownership. It may not forge， alter or destroy such register or records.

　　Article 152 A securities registration and clearing institution shall adopt the following measures to ensure the normal operation of business：

　　（1）to have the necessary service equipment and sufficient measures for data security and protection；

　　（2）to have established sound management systems for business， financial affairs and security； and

　　（3）to have established complete risk control systems.

　　Article 153 A securities registration and clearing institution shall carefully preserve the original evidence relating to registration， custody and clearing. Important original evidence shall be kept for a period of not less than 20 years.

　　Article 154 A securities registration and clearing institution shall establish a clearing risk fund and deposit the money therein in a dedicated account at a designated bank. The clearing risk fund shall be used for any losses suffered by the securities registration and clearing institution as a result of technical failures， operational errors or force majeure.

　　The securities clearing risk fund shall be derived from the business revenue and profits of securities registration and clearing institution， and may also be collected from securities companies at a certain percentage of the volume of their securities traded.

　　The measures for raising an managing securities clearing risk fund shall be prescribed by securities regulatory authority in conjunction with the finance department under the State Council.

　　Article 155 The money in the securities clearing risk fund shall be controlled as earmarked money.

　　After paying compensation with money from the risk fund， a securities registration and clearing institution shall have recourse to the responsible person（s）。

　　Article 156 The application of a securities registration and clearing institution for dissolution shall be subject to approval by the securities regulatory authority under the State Council.

　　Chapter Ⅷ

　　Securities Trading Service Organizations

　　Article 157 Profe

ssional securities investment consulting organizations and credit-rating institutions may be established， where they are needed for securities investment and trading business. The conditions for establishment of securities investment consulting organizations and credit-rating institutions， the examination and approval procedures and the business rules of such organizations and institutions shall be prescribed by the securities regulatory authority under the State Council.

　　Article 158 The business persons of professional securities investment consulting organizations and credit-rating institutions shall be persons who are armed with professional knowledge of securities and have engaged in the securities business for not less than two years. The criteria and administrative measures for determining the qualifications of such persons to engage in securities business shall be formulated by the securities regulatory authority under the State Council.

　　Article 159 Employees of a securities investment consulting organization may not engage in the following activities：

　　（1）investing in securities as an agent for an entrusting party；

　　（2）agreeing with an entrusting party t share profits or losses from securities investment；

　　（3）purchasing or selling the shares of listed companies to which the consulting organization provides services； or

　　（4）other activities prohibited by laws or administrative regulations.

　　Article 160 Professional securities investment consulting organizations and credit-rating institutions shall charge service fees in accordance with the rates or measures prescribed by the relevant administrative department under the State Council.

　　Article 161 Professional institutions and individuals that produce documents such as audit report， asset appraisal reports and legal opinions for the issuance or listing of securities or for securities trading activities shall do so in accordance with the working procedures procedures prescribed in the rules of their profession. They shall check and verify the truthfulness， accuracy and completeness of the contents of the reports to be produced by them and shall bear joint and several liability for the parts of such reports for which they are responsible.

　　Chapter Ⅸ

　　The Securities Industry Association

　　Article 162 The Securities Industry Association is a self-regulating organization for the securities industry and is a public organization with the status of a legal person.

　　Securities companies shall join the Securities Industry Association.

　　The organ of authority of the Securities Industry Association is the members' general assembly composed of all of the members.

　　Article 163 The charter of the Securities Industry Association shall be formulated by its members' general assembly and submitted to the securities regulatory authority under the State Council for the record.

　　Article 164 The Securities Industry Association shall perform the following functions：

　　（1）to assist the securities regulatory authority in enabling members to understand and implement the laws and administrative regulations governing securities；

　　（2）to safeguard the lawful rights and interests of members according to law and to report members' suggestions and requests to the securities regulatory authority；

　　（3）to collect and process information on securities and provide services to members；

　　（4）t formulate rules to be observed by members， to arrange for vocational training for the employees of

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