期货经纪公司治理准则（试行） Circular issued by China securities regulatory commission on administrative rules of

颁布日期：20040315 　实施日期：20040315 　颁布单位：中国证券监督管理委员会

　　Every futures brokerage company：

　　For the purpose of moving forward the futures brokerage company to further improve administration for company， while promoting it to operate in a safe， steady and highly efficient way， preserving legal rights and interests of shareholders， futures investors and other persons with related interests， the said rules were formulated and promulgated by the commission， shall be followed and applied.

　　China securities regulatory commission

　　March 10， 2004

　　Administrative rules of futures Brokerage Company （for trial implement）

　　Chapter 1 General provisions

　　Article 1 for the purpose of advancing futures brokerage company to further improve the administration of company， establishing and improving modern enterprise system， promoting futures brokerage company to operate in a normative， steady way according to law， preserve the interests of investor and the public， further standardize the development of futures market， the rules are formulated in accordance with company Law of the People's Republic of China， the interim administration provisions for futures trade and related provisions of other law and regulations.

　　Article 2 for the purpose of the rules， the term “company administration” refers to the organization structure that takes the board of shareholders， board of directors， board of supervisors （or supervisor）， and manager levels as main body， as well the system arrange that ensure effected operation and mutual check and balance of the inner organs， and related decision-making， motivation and restraint system.

　　Article 3 the futures brokerage company shall， while improving the company administration， observe the following basic principles：

　　（1） To strengthen check-balance system. The futures brokerage company shall further improve the consultation system and decision-making procedure of the board of shareholders， board of directors， board of supervisors （or supervisor）， and manager levels， make it more definite， detailed and workable， and ensure that the above- mentioned organs could fulfill respectful function and duty completely

　　（2） To augment the risk control with the futures brokerage business. The futures brokerage company shall， on the basis of following the basic request of law of company， revolve around the futures brokerage business， make it reasonable to define clearly the function and powers of the board of shareholders， board of directors， board of supervisors （or supervisor）， and manager levels， improve inner administration system， to strengthen capacity of the company on inner control and risk prevention.

　　（3） To preserve all shareholders with equal status and rights， emphasize the credit duty of shareholders. The futures brokerage company shall ensure legitimate rights and interests of non-holding shareholders in system， emphasize the credit duty of all shareholders， restrain the holding shareholders to damage the interests of the futures brokerage company and other shareholders； and

　　（4） To improve the motivation and restraint system. The futures Brokerage Company shall establish more reasonable motivation and restraint system， create the company culture with normative business operation and positive progress， promote the futures brokerage company to operate in a highly efficient and steady way.

　　Article 4 the futures brokerage company established in accordance with law within the territory of china shall be governed by this rule. The futures Brokerage Company shall， in accordance with the request of this rules， revise the constitution of company， improve the establishment of inner organs in company， formulate， revise and practice related administration system， further improve the administrative levels for company.

　　Chapter 2 shareholder and board of shareholders

　　A

rticle 5 the futures brokerage company shall， in order to avoid excessive centralization and dispersal of share rights， establish balanced shares structure relatively and the structure of ultimate holder with rights and interests.

　　The shareholder of the futures brokerage company conform to the qualification prescribed by china security regulatory commission and get ratification from china security regulatory commission and its agency according to regulations； the futures brokerage company shall be encouraged to introduce， upon assignment of share rights and increase of capital， the shareholders who have good finances， operate normative business and administration， possess fine credit and are capable of support the company to make normative development.

　　Article 6 the constitution and rules of discussion of he futures Brokerage Company shall ensure that the shareholders and board of shareholders possess the rights and duty， which are granted by the company law.

　　Article 7 all shareholders of the futures brokerage company shall be treated as equality. The legal status and rights of middle and minor shareholders shall be valued and protected. No major shareholders take advantage of the special status to damage the legitimate rights and interests of company and other shareholders

　　Article 8 the futures brokerage company may stipulate in company constitution that some important matters shall make decisions from the board of shareholders and be passed by shareholders representing two-thirds or more of the voting rights. For instance， in the case of related trade in excess of definite trade amount， foreign investment or purchase in excess of definite trade amount， etc. No such shareholders as relate with the discussed matters shall participate in discussion.

　　Article 9 the shareholder shall share the knowing-information rights and participation rights for the important matters of company. The board of shareholders shall list the supervisory and administrative suggestion， notice on regulation and reform and penalized measures for the company prescribed by china security regulatory commission as matters for announcement. The regime of regulation and reform for the board of directors and manager levels shall be included in the scope of examination and discussion.

　　Article 10 the constitution of futures Brokerage Company shall stipulated that the shareholder， who possesses by himself or merger 10 percent of the voting rights， shall be entitled to propose the matters for examination and discussion to the board of shareholders. The board of shareholders shall make examination， discussion and votes for the proposed matters.

　　Article 11 credit duty for the company and other shareholders shall rests with the shareholder， and the shareholder shall fulfils the duty of making investment strictly. No futures brokerage company shall provide the shareholder's investment with guaranty and funs circulation directly of indirectly； no shareholders shall occupy and transfer the assets of the company in any form， the shareholders， especially holding shareholders and its related party， shall not damage the legitimate rights and interests of the company， other shareholders and futures investors upon the form of related trade and assets reorganization.

　　Article 12 the futures brokerage company shall not， while provide the shareholders and the related party with futures brokerage service， relax the request on risk control and report related information on providing service at the fixed term to the board of shareholder， board of directors and board of supervisors （or supervisor）。

　　Article 13 the administration structure of futures Brokerage Company shall ensure the company's independence. The shareholders and ultimate holder with rights and interests shall not make any approval formalities for election decision of the board of shareholders on personnel matters and engagement dec

ision of the board of directors on personnel matters； the said persons shall not overstep the board of shareholders and the board of directors directly to appoint and relieve the senior administrative personnel of the futures brokerage company of the post， or directly intervene such business and administration matters as trade， settlement， risk control， finance and account， administration for security money and branches administration， etc. there is not subordinate relation between the mentioned above functional departments of the futures brokerage company and the shareholders， the ultimate holders with rights and interests， as well its subordinate functional departments. The persons in charge of the mentioned above functional departments shall not hold concurrent office at the shareholder's units.

　　Article 14 the futures brokerage company shall strictly make assets and finance independent of the shareholders. The security money paid by the futures investor shall be administrated close in accordance with the request of china security supervisory commission.

　　Article 15 the shareholders shall be liable for offer the shares structure and related information of the ultimate holders with rights and interests in accordance with the request of china security supervisory commission.

　　Article 16 if the shareholder is under the following circumstances， it shall inform the board of directors of the futures brokerage company timely：

　　（1） Where the shares rights form the futures brokerage company are subject to compulsory implementation or litigation preservation measures

　　（2） Where the shareholders pledge the shares rights form the futures brokerage company

　　（3） Where the shareholders prepare assignment of the shares rights form the futures brokerage company

　　（4） Where th

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