外资参股证券公司设立规则 Establishment of Securities Companies with Foreign Equity Participation Rules

　2. the company's articles of association；

　　3. a capital contribution verification report issued by an accounting firm in China qualified to practise securities-related business；

　　4. a name list and the résumés of the directors， supervisors and senior management personnel， and a name list and photocopies of the securities business qualification certificates of the key personnel engaged in business operations；

　　5. the text of its internal control regulations； and

　　6. a document describing its business premises and trading facilities.

　　Article 16　The application documents specified in the preceding article will be examined by the CSRC in accordance with the relevant laws and administrative regulations and these Rules. The CSRC will make a decision within 15 working days after the date of its receipt of the application documents that meet the requirements. Those that satisfy the prescribed conditions will be issued a Securities Business Permit， whereas those that do not satisfy the conditions will not be issued a Securities Business Permit and will be notified in writing of the grounds therefor.

　　Article 17　A securities company with foreign equity participation may not commence business and may not engage in securities business if it has not obtained a Securities Business Permit issued by the CSRC.

　　Article 18　A wholly mainland-owned securities company that applies for conversion into a securities company with foreign equity participation must satisfy the conditions specified in Article 6 hereof.

　　An overseas shareholder that acquires， or takes an equity participation in， a wholly mainland-owned securities company shall satisfy the conditions specified in Article 7 hereof and the ratio of the equity acquired or capital contribution made shall comply with Article 10 hereof.

　　Article 19　To apply for conversion into a securities company with foreign equity participation， a wholly mainland-owned securities company shall submit the following documents to the CSRC：

　　1. an application form signed by its legal representative；

　　2. the resolution of its sh

areholders' meeting concerning its conversion into a securities company with foreign equity participation；

　　3. the draft amendments to its articles of association；

　　4. the equity assignment agreement or the capital contribution agreement （share subscription agreement）；

　　5. a name list and the résumés of the persons proposed to be seconded by the foreign investor for positions in the securities company；

　　6. photocopies of each overseas shareholder's business licence or registration certificate and securities business qualification certificate；

　　7. each overseas shareholder's audited financial statements for the year preceding the application；

　　8. a written statement， issued by the securities regulator of the country in which an overseas shareholder is located， as to whether such shareholder satisfies the conditions specified in Items （2） and （3） of Article 7 hereof；

　　9. the plan for disposal of the business that， according to law， a securities company with foreign equity participation is not permitted to engage in； and

　　10. a legal opinion issued by a law firm in China qualified to practise securities-related business.

　　Article 20　The application documents specified in the preceding article will be examined by the CSRC in accordance with the relevant laws and administrative regulations and these Rules. The CSRC will decide whether or not to approve the application， and will notify the applying securities company thereof in writing， within 30 working days after the date of its receipt of the application documents that meet the requirements. If it decides not to grant approval， it will state its grounds therefor in writing.

　　Article 21　A securities company that has been granted approval for conversion shall， within six months from the date of issue of the CSRC's approval document， handle the equity assignment or capital increase related matters， dispose of the business that， according to law， a securities company with foreign equity participation is not permitted to engage in， and apply for amendment of its registration to， and obtain a new business licence from， the administration for industry and commerce.

　　Article 22　A securities company that has been granted approval for conversion shall submit the following documents to the CSRC， and apply for a new Securities Business Permit， within 15 working days after the date of amendment of its registration：

　　1. a photocopy of the duplicate of its business licence；

　　2. the articles of association of the securities company with foreign equity participation；

　　3. the company's original securities business permit and the duplicate（s） thereof；

　　4. a capital contribution verification report issued by an accounting firm in China qualified to practise securities-related business；

　　5. a report on its disposal of the business that， according to law， a securities company with foreign equity participation is not permitted to engage in； and

　　6. a legal opinion and verification report on the disposal mentioned in the preceding item， issued by a law firm and an accounting firm that are qualified to practise securities-related business.

　　Article 23　The application documents specified in the preceding article will be examined by the CSRC in accordance with the relevant laws and administrative regulations and these Rules. The CSRC will make a decision within 15 working days after the date of its receipt of the application documents that meet the requirements. Those that satisfy the prescribed conditions will be issued a new Securities Business Permit， whereas those that do not satisfy the prescribed conditions will not be issued a new Securities Business Permit and will be notified in writing of the grounds therefor.

　　Article 24　The newly established or surviving securities company resulting from the merger of securities companies with

foreign equity participation or the merger of a securities company with foreign equity participation and a wholly mainland-owned securities company shall satisfy the conditions for establishment of a securities company with foreign equity participation as specified herein， and its scope of business and the ratio of the equity or interest held by the overseas shareholder（s） shall conform with these Rules.

　　If there are one or more overseas shareholders among the shareholders of a securities company established through the division of a securities company with foreign equity participation， such securities company's scope of business and the ratio of the equity or interest held by the overseas shareholder（s） shall conform with these Rules.

　　Article 25　The application documents submitted and relevant information delivered to the CSRC in accordance with these Rules must be in Chinese. If any of the documents and information issued by an overseas shareholder and the securities regulator of the country in which it is located are in a foreign language， they shall be accompanied by Chinese translations that are consistent with the original texts.

　　If the documents submitted and materials delivered by the applicant are insufficient to fully describe its situation， the CSRC may require the applicant to provide supplementary explanations.

　　Article 26　These Rules shall， mutatis mutandis， apply to equity participation in securities companies by investors from the Hong Kong and Macao Special Administrative Regions and from Taiwan.

　　Article 27　Where these Rules are silent on any matter relating to the establishment， change， termination， business activities and oversight of securities companies with foreign equity participation， the other relevant CSRC provisions shall apply.

　　Article 28　These Rules shall be implemented as of 1 July 2002

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