证券公司治理准则（试行） Circular on issuing the rules for governance of securities companies (For Trial Impleme

证监机构字[2003]259号

颁布日期：20031215 　实施日期：20040115 　颁布单位：证券监督管理委员会

　　CSRC ZI[2003]NO.259

　　Securities companies：

　　The rules for governance of securities companies （For Trial Implementation） has been formulated by us for the purpose of promoting the normative operation of securities companies， improving the corporate governance， establishing the modern corporate system. These rules are now promulgated and please comply with and carry them through accordingly.

　　December 15，2003

　　Rules for governance of securities companies （For Trial Implementation）

　　Chapter I General provisions

　　Article 1 These rules are formulated， in accordance with the Company law， the Securities law and other relevant laws and administrative regulations， to promote the normative operation of securities companies according to the modern corporate system， ensure the lawful rights and interests of securities companies' shareholders， clients and other parties interested， safeguard the independence and integrity of securities companies' assets.

　　Article 2 Securities companies and their controlling shareholders assume the good faith duty and shall not infringe on clients' properties and other lawful rights and interests.

　　Article 3 Securities companies shall clarify the scope of official duties among shareholders' meeting， the board of directors， the board of supervisors and management personnel， in accordance with the Company Law and other provisions of laws and administrative regulations.

　　Article 4 Securities companies and their shareholders， superior management personnel shall abide by supervisory provisions on shareholders， superior management personnel etc， which are formulated by the China Securities Regulatory Commission （hereinafter referred to as the “CSRC”）。

　　Article 5 Securities companies shall establish perfect risk management and internal control systems， in accordance with laws， administrative regulations and those provisions of the CSRC.

　　Article 6 These rules are applied to securities companies established within the territory of the People's Republic of China. Where laws， administrative regulations or the CSRC provide otherwise for listed securities companies， such provisions shall prevail.

　　Chapter II shareholders and shareholders' meeting

　　Section 1 Shareholders

　　Article 7 A securities company's shareholders and its actual controllers shall meet the qualification conditions stipulated by laws， administrative regulations and the CSRC. When a shareholder of a securities company assigns the stock right of the securities company to others， the transferee and its actual controller shall be confirmed to meet the qualification conditions stipulated by laws， administrative regulations and the CSRC. When A securities company's shareholders and its actual controllers do not meet the qualification conditions， the board of directors of the securities company shall report to the dispatched institutions of CSRC in the place of incorporation and the place where the principal business office is situated within 10 working days.

　　Article 8 Securities companies shall register shareholders， amend articles of association and undertake the formalities of business registration based on the file authorized by the CSRC or the archival filled in the CSRC. Securities companies shall ensure that the articles of association， register list of shareholders and contents recorded in files of industrial and commercial registrations are consistent with shareholders' actual conditions.

　　Article 9 Securities companies' shareholders shall perform capital contribution obligation strictly in accordance with laws， administrative regulations and provisions of the CSRC. Securities companies shall not directly or indirectly provide financing or guarantee for shareholders' capital contribution. When

a shareholder makes a false capital contribution， makes an insufficient capital contribution or excavating his capital contribution， or excavating his capital contribution in disguised form， the board of directors of the securities company shall report to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated within 10 working days and require the relevant shareholder to rectify within one month.

　　Article 10 Securities companies' shareholders shall notify Securities companies in time if one of the following conditions occurs to them：

　　（1） shareholdings of Securities companies owned by them are under preservative measures in litigation or under enforcement；

　　（2） shareholdings of Securities companies owned by them are pledged；

　　（3） shareholdings of Securities companies owned by them are decided to transfer；

　　（4） entrust others to exercise stock rights of Securities companies or reach agreements with others on exercising stock rights of Securities companies；

　　（5） alteration of name；

　　（6） merger or division；

　　（7） dissolution， bankruptcy， closedown or takeover；

　　（8） other affairs may result in alteration of shareholdings of Securities companies owned by them. The board of directors of the securities company shall report to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated within 10 working days as of knowing the above conditions.

　　Article 11 Securities companies shall establish effective communication channels with shareholders to ensure that shareholders possess right to know stipulated by laws， administrative regulations， the CSRC and articles of association. If one of the following conditions occurs to a securities company， the board of directors of the securities company shall give written notice to all shareholders in time and report to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated：

　　（1） the company or its superior management personnel is suspected involving a major violation of law and regulation；

　　（2） the company's finance experiences continuous deterioration ， which do not meet the criterion stipulated by the SCRC；

　　（3） the company undertakes major economic losses；

　　（4） a plan is made to change the chairman of board， the chairman of supervisors or the general manager；

　　（5） an emergency occurs， which has an side effct on the company and interests of clients；

　　（6） other matters which may influence consecutive operation of the company.

　　Section 2 shareholders' meeting

　　Article 12 The scope of powers of shareholders' meeting shall be specified in securities companies' articles of association. Where a shareholders' meeting of a securities company authorize the board of directors of the company to exercise part of the functions and powers of the shareholders meeting， relevant provisions shall be stipulated in articles of association or approval shall be obtained upon resolution made by the shareholders' meeting. The authorized contents shall be specific and clear.

　　Article 13 The annual shareholders' meeting of securities companies shall be convened within 6 months as of the end of each fiscal year. If the shareholders' meeting need put off due to special circumstances， the securities company shall report to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated and account for it.

　　Article 14 The procedures for convening of a shareholders meeting and voting shall be stipulated in securities companies' articles of association. The board of directors shall formulate the complete deliberation rules of the shareholders meeting in accordance with articles of association of the com

pany， which shall be enforced after examination and approval by the shareholders' meeting.

　　Article 15 The board of directors， the supervisory board and shareholders solely or jointly holding five percent or more of the securities company's shares have the right to put forward initiatives to the shareholders' meeting. Shareholders solely or jointly holding five percent or more of the securities company's shares have the right to nominate candidates for directors including independent directors and supervisors.

　　Article 16 If the ratio of the directors whom are nominated by a shareholder of a securities company among the board of directors exceeds one second， the ratio of the supervisors whom are nominated by the same shareholder among the supervisory board shall be not more than one second.

　　Article 17 Securities companies are encouraged to adopt the cumulative voting system in electing directors including independent directors and supervisors. Where securities companies' shareholders solely hold or jointly hold with associates more than fifty percent of the company's shares， the cumulative voting system shall be adopted regarding the election of directors including independent directors and supervisors Securities companies adopting the cumulative voting system shall formulate implementation rules for this system in articles of association of the company.

　　Article 18 The articles of association of securities companies shall specify that if the shareholders' meeting cannot be convened due to the board of directors and chairman of the board's failure to perform their duties， shareholders holding specific proportion of shares and the supervisory board may convene interim shareholders' meetings according to procedures stipulated in their articles of association， and repor

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