证券公司高级管理人员管理办法 Order of China Securities Regulatory Commission

中国证券监督管理委员会令第24号

颁布日期：20041009 　实施日期：20041115 　颁布单位：中国证券监督管理委员会

　　No. 24

　　The Measures for the Administration of Senior Managers of Securities Companies， which were deliberated and adopted at the 93rd executive meeting of the chairman of China Securities Regulatory Commission on June 4， 2004， are hereby promulgated and shall go into effect as of November 15， 2004.

　　Chairman， Shang Fulin

　　October 9， 2004

　　Measures for the Administration of Senior Managers of Securities Companies

　　Chapter I General Provisions

　　Article 1 With the view of regulating the administration of senior managers of securities companies， promoting the formation of professional management contingents in securities industry， and improving business management level of securities companies， and protecting the lawful rights and interests of investors， the present Measures are formulated according to the Securities Law， the Company Laws， the Decision of the State Council on the Decision of the State Council about Setting Administrative Licensing for the Administrative Examination and Approval Items To Be Preserved Setting Administrative Licensing For the Administrative Examination and Approval Projects Necessary To Be Preserved and other laws and administrative regulations .

　　Article 2 The “senior managers of securities companies” （hereinafter referred to as SM） mentioned in the present Measures shall refer to persons who have leadership duty to make decisions， operate business and manage the company， namely， the chairman of the board， vice chairman of the board， supervisor， general manager， vice general manager， person in charge of finance of the company， responsible person for compliance with regulations of the company and the persons who actually perform the aforesaid functions.

　　Article 3 A securities company shall select and engage persons who have obtained the qualification for assuming the posts of SMs of the securities company （hereinafter referred to as the SM qualification） to assume the office of SMs. No person failing to obtain the SM qualification may assume the office of SMs.

　　The SM qualification shall be subject to the approval of China Securities Regulatory Commission （hereinafter referred to as the CSRC） according to law.

　　Article 4 The SMs shall observe laws， administrative regulations and the provisions of the CSRC， comply with the articles of association of the company and the industry criterion， scrupulously abide by good faith， keep prudent and diligent and faithfully perform their duties.

　　Article 5 The CSRC shall make supervision and administration on the SMs according to law.

　　The Securities Association of China and the stock exchanges shall make management on the SMs according to laws， administrative regulations， provisions of the CSRC and the self-disciplinary rules.

　　Chapter II Qualification for Holding a Post

　　Article 6 When applying for such SM qualifications as the board chairman， vice chairman of the board and the supervisor， the applicant shall meet the following conditions：

　　1. Having engaged in securities work for more than three years， or work in fields of finance and law or as accountant for more than five years， or work in economic field for more than ten years；

　　2. Having passed the test on qualification level as approved by the CSRC；

　　3. Having the educational background of graduate of college or university or above；

　　4. Being honest and keeping faith， having good professional ethics and no bad records within the past five years；

　　5. Knowing well the relevant legal knowledge on business management of securities companies， and having abilities of the business management and the organization and coordination that are necessary for performing the function of SM；

　　6. Having no circumstances that p

rohibit him from holding the post of SM and from being the practicing personnel by laws and administrative regulations such as the Company Law and Securities Law； and

　　7. Other conditions as prescribed by the CSRC.

　　Article 7 When applying for such SM qualifications as the general manager， vice general manager， person in charge of finance and responsible person for compliance with regulations， the applicant shall satisfy the following conditions in addition to those as prescribed in items from the second to the sixth of Article 6 of the present Measures：

　　1. Having obtained the qualification for practice in securities industry；

　　2. Having engaged in securities work for more than three years or in field of finance e for more than five years； and

　　3. Having held posts of department responsible persons or above in such financial institutions as securities， funds， futures， banks， insurance and etc. for not less than two years， or having work experiences of management of the equivalent posts.

　　The board chairman or vice board chairman who exercises the business management powers of a company shall meet the conditions for holding the post as prescribed in this Article.

　　Article 8 When applying for the SM qualification， the applicant shall be recommended by two SMs currently holding the posts for more than one year， and submit the written recommendation opinions from them.

　　Article 9 An applicant shall submit the following application documents to the CSRC when applying for the SM qualification：

　　1. The application form for the SM qualification；

　　2. The recommendation opinions of two persons making the recommendation.

　　3. The audit report on his leave-post issued by the entity where he once held the post， the appraisal opinions issued by the entity/entities where he once held the post in the past three years and the supervision opinions issued by the supervision department of the financial institution he once held the post in the past five years on the conditions concerning the practice experiences of the applicant and whether he has ever been punished or had any bad records， etc.；

　　4. The copy of the identity certificate；

　　5. Copies of certificate of educational background， certificate of qualification on securities practice， conformity certificate for qualification level testing and certificate of professional qualification；

　　6. The legal opinion paper issued by law firms； and

　　7. Other materials prescribed by the CSRC.

　　The recommendation opinions， the audit report for leaving the post， the appraisal opinions and the supervision opinions as prescribed in the second item and third item of the preceding paragraph shall be mailed to the CSRC and the detached office at the place of residence of the applicant by the entity or individual that issues the opinions as an agent， and other application documents shall be submitted to the detached office of the CSRC at the residence of the applicant for putting on records concurrently.

　　Article 10 The recommendation opinions issued by the person making the recommendation shall focus on the statement of complexion such as the individual morality of the applicant， his observance of laws and disciplines， vocational level and management ability and shall clearly express the recommendation opinion.

　　Article 11 The detached offices of the CSRC shall make examination on the materials for putting on records within 10 workdays as of the date of receiving them， and review and talk with the applicant， as well as submit the examination opinions and the working paper on the review and talk to the CSRC.

　　Article 12 The CSRC shall make acceptance and examination on the application materials according to law and make decision on administrative licensing. If the application meets the conditions， the licensing shall be granted and the certific

ate of SM qualification shall be issued.

　　The CSRC may check the morality， working ability and working experiences of the applicant through ways such as review and talk.

　　Article 13 Where any applicant applies for the SM qualification by disguising the relevant conditions or providing false materials， the CSRC shall reject the application or not approve the application for assuming the post and the applicant is prohibited to reapply for the SM qualification within one year. Where any applicant obtains the SM qualification by cheating or bribery or other malfeasance means， the applicant may not reapply the SM qualification within 3 years.

　　Article 14 The board of directors of a securities company shall sign engagement agreements with the engaged the general manager， the vice general manager， the person in charge of finance and the responsible person of compliance with regulations， and make stipulations on terms of the duty， the examination on performance， reasons for dismissal， rights and obligations of both parties， liabilities for breach of contract and etc……

　　Article 15 Where a securities company selects and engages an SM， it shall submit the following archival-filing materials for assuming the post to the CSRC and its detached offices at the place of registration of the company and the residence of the SM within 5 workdays from the date when the decision on engagement is made：

　　1. The archival-filing report for holding the post of SM， which includes the duty and the scope of functions of the engaged SM；

　　2. The documents of decision on engagement and the engagement agreement；

　　3. The letter of commitment signed by the engaged SM for making management in good faith； and

　　4. Other materials prescribed by the CSRC.

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