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

　　Article 16 The CSRC shall check up the archival-filing materials for holding the post of SMs according to law. In case the procedures for assuming the post of SM do not comply with the provisions， the CSRC shall order the company where the SM assumes the post to make correction.

　　Article 17 In case any SM has any of the following circumstances， his SM qualification shall be invalidated automatically：

　　1. Having circumstances that prohibit him from assuming the office of the director， supervisor or manager as prescribed by the Company Law and the Securities Law；

　　2. Being subject to criminal punishments；

　　3. Failing to hold the post of SM in any securities company within 5 years as of the date of obtaining the SM qualification；

　　4. Being liable for the entrusted custody， the administrative taken-over， the revocation or the charge of closing the securities company where he assumes the post due to grave actions in violation of laws and regulations；

　　5. Failing to take part in the annual examination as required； or

　　6. Other circumstances prescribed by the CSRC.

　　Chapter III Fundamental Behavior Criterions

　　Article 18 The SM shall earnestly perform duties as prescribed by laws and the company constitution， promote the company to establish and improve internal control and the risk management system， ensure the effective implementation of the relevant systems， maintain the effective operation of the control system and bear the leadership liabilities for actions in violation of laws and regulations in the business that he is in charge of.

　　Article 19 The SM shall exercise duty in accordance with the provisions of the company constitution and may not authorize any person who fails to obtain the SM qualification to make exertion of the authorities as a representative.

　　Article 20 The SM shall refuse to perform any instruction or authorization of any institution or individual that infringes upon the interests of the company or the lawful rights and interests of any customer. Once discovering any action in violation of laws and regulations that infr

inges upon the lawful rights and interests of any customer， the SM shall report to the detached office of the CSRC at the place of registration of the company in time……

　　The CSRC shall protect the lawful rights and interests of any SM who suffers from unjust treatment due to lawful performance of duties and earnestly maintaining the customers' interests.

　　Article 21 No SM may accept or take bribery or obtain other illegal incomes by making use of his authority， or embezzle the assets of the company or any customer， or make loans to others of the capital of the company or any customer， or provide guaranty for the debts of the company， shareholders of the company or other institutions as well as individuals by using any customers' assets.

　　Article 22 The general manager， vice general manager， person in charge of finance， and the responsible person of compliance with regulations may not hold another post concurrently in other profit-making entities except the equity-shared companies of the securities company or undertake other business activities apart from his own work.

　　Chapter IV Supervision and Administration

　　Article 23 Where any person who has obtained the SM qualification and practices in a securities company has any of the following circumstances， the company shall report to the detached office of the CSRC at its registration place within 5 workdays from the date of such occurrence and explain the reasons：

　　1. Being subject to a criminal punishment and an administrative punishment；

　　2. Being put on records for investigation by the administrative or judicial department；

　　3. Being subject to the punishment of any self-disciplinary management institution；

　　4. Being deposed or punished by the company；

　　5. Failing to perform duties due to resignation， leaving job， losing capacity of civil behavior or other reasons； or

　　6. Other circumstances that may influence his normal performance of duties or qualification for holding the post.

　　Where any person， who has obtained the SM qualification but does not practice in a securities company， is subject to the aforesaid circumstances， he shall report it to the detached office of the CSRC at its residence within 5 workdays from the date of such occurrence and explain the reason. The person making the recommendation shall urge the person recommended making report in time. In case the person making the recommendation finds that the recommended person fails to report in time， he shall report to the detached office of the CSRC at the place of residence of the person being recommended within 15 workdays from the date of occurrence.

　　Article 24 Where there is any adjustment on division of responsibilities of SMs， the company shall report to the CSRC and the detached office of the CSRC at the place of registration of the company.

　　Article 25 In case the board chairman of any securities company is unable to perform his duties or the post of board chairman becomes vacant， the vice board chairman or other directors who have the SM qualification shall perform the duty of the board chairman in accordance with the Company Law and the provisions of the articles of associations of the company.

　　In case the general manager of a securities company is unable to perform his duties or the post of the general manager becomes vacant， the board of directors shall decide to have another SM of the company to perform his duty as an agent within 15 workdays.

　　The time for performing the duty as an agent may not exceed 90 days， unless it is specified differently by laws and administrative regulations.

　　Article 26 Where any securities company or any SM is suspected of any serious action in violation of laws and regulations and is under investigation of the administrative or judicial department， the board of directors of the company shall suspend the duty of the rele

vant SMs.

　　Where any of the following circumstances occurs in any securities company， the CSRC may order the board of directors of the company to change the SM within a prescribed time limit or designate another person to perform the duty of SM temporarily：

　　1. The company has major business risk and fails to implement effective control and dissolving measures；

　　2. The SM fails to perform his duties according to law；

　　3. The SM fails to fulfill the duties diligently， which results in or may result in the occurrence of great risks or hidden trouble of risks of the company； or

　　4. Other circumstances as determined by the CSRC according to the principle of prudent supervision.

　　Article 27 Where a securities company changes its board chairman or general manager， it shall go through formalities for alteration of the license for securities business operation within 15 workdays from the date when the CSRC approves the holding of the post.

　　Article 28 The CSRC shall make annual examination on the work of any SM and his observance of laws and compliance with regulations.

　　The SM shall， from the second year of holding the post， submit the annual examination form signed with the opinions of the securities company to the detached office of the CSRC at the place of registration of the company within the first quarter of each year.

　　The SM who has obtained the SM qualification but has not held the post in a securities company shall， from the next year after obtaining the qualification for holding the post， submit the annual examination form signed with the opinions by the two persons who have recommended him to the detached office of the CSRC at his residence place within the first quarter of each year.

　　Article 29 The detached offices of the CSRC shall complete the annual examination on the SMs before June 30 each year and submit the result of examination to the CSRC.

　　Article 30 The persons who have obtained the SM qualification shall take part in vocational training organized by the Securities Association of China or other institutions approved by the CSRC.

　　Article 31 Where any SM leaves his post， the company shall make audit on leave-post immediately to him and submit the audit report to the CSRC and its detached office at the place of registration of the company for archival filing within 60 days from the date when the SM leaves his post. The audit report on leave-post shall include the following contents：

　　1. The fundamental conditions of the business such as the scale， profits and losses and assets quality；

　　2. Conditions of the internal control and the effectiveness of risk control on the business；

　　3. The compliance circumstances with the regulations of the business he is in charge of， including whether there have occurred any major acts in violation of laws and regulations within the scope of his duty and the liabilities that shall be burdened by himself； and

　　4. The audit conclusion.

　　The audit for leaving the post of the chairman of the board or of the general manager of a securities company and that of the SM who is dismissed of duties due to acts in violation of laws and regulations shall be handled by the accountant firms that have the qualification of relevant securities business through the entrustment of the supervisory board of the company.

　　Article 32 No SMs may hold a post in any other securities company during the period of being audited for leaving his post.

　　Article 33 Under any of the following circumstances， the CSRC

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