The State Council Securities Regulatory Authority and relevant departments of the State Council should take effective measures to promote the standardized and orderly development of innovation activities of securities companies. Article 5 Securities companies may issue, trade and sell securities and financial products in accordance with state regulations. Article 6 The securities regulatory authority in the State Council shall perform its duties of supervision and management of securities companies according to law. The dispatched offices of the State Council securities regulatory agency shall perform their duties of supervision and management of securities companies within the scope authorized by the State Council securities regulatory agency. Article 7 The the State Council securities regulatory body, the People's Bank of China and other financial regulatory bodies in the State Council shall establish a mechanism for sharing information on the supervision and management of securities companies.
The State Council securities regulatory body and local people's governments shall establish a notification mechanism for securities companies. Chapter II Establishment and Modification Article 8 The establishment of a securities company shall meet the conditions stipulated in the Company Law, the Securities Law and these Regulations, and shall be approved by the the State Council Securities Regulatory Authority. Article 9 The shareholders of a securities company shall make capital contributions in monetary or non-monetary properties necessary for the operation of the securities company. The total amount of non-monetary property contributed by shareholders of a securities company shall not exceed 30% of the registered capital of the securities company.
The capital contribution of shareholders of a securities company shall be verified by an accounting firm with securities and futures-related business qualifications and issued with a certificate; Non-monetary property as capital contribution shall be appraised by an asset appraisal institution with securities-related business qualifications.
In the course of the operation of a securities company, if the creditors of the securities company convert their creditor's rights into the equity of the securities company, they shall not be subject to the restrictions stipulated in the first paragraph of this article. Article 10 A unit or individual under any of the following circumstances may not become a shareholder or actual controller holding more than 5% of the shares of a securities company:
(1) Being sentenced to punishment for intentional crime, and the execution of the punishment has not been completed for more than 3 years;
(2) The net assets are less than 50% of the paid-in capital, or the contingent liabilities reach 50% of the net assets;
(3) Inability to pay off due debts;
(four) other circumstances identified by the the State Council securities regulatory authority.
Other shareholders of a securities company shall meet the relevant requirements of the the State Council Securities Regulatory Authority. Article 11 A securities company shall have at least three senior managers who have served as senior managers in the securities industry for two years. Article 12 When a securities company is established, its business scope shall be suitable for its financial situation, internal control system, compliance system and human resources situation; In the course of the operation of a securities company, upon the application of the State Council Securities Regulatory Authority, the State Council Securities Regulatory Authority can adjust its business scope according to its financial status, internal control level, compliance level, management ability of senior managers and the number of professionals. Article 13 A securities company that changes its registered capital, business scope, corporate form or important clauses in its articles of association, merges, splits, establishes, acquires or cancels domestic branches, changes the business premises of domestic branches, and establishes, acquires or shares in securities business institutions abroad shall be approved by the the State Council Securities Regulatory Authority.
The important clauses in the Articles of Association mentioned in the preceding paragraph refer to the clauses that stipulate the following matters:
(1) The name and domicile of the securities company.
(two) the organization of the securities company and its methods of formation, powers and rules of procedure;
(3) The types, amounts and internal examination and approval procedures of foreign investments and guarantees of securities companies;
(4) Reasons for the dissolution of the securities company and liquidation methods.
(5) Other matters stipulated in the articles of association of the securities company as required by the the State Council securities regulatory authority.
The branch of a securities company mentioned in the first paragraph of this article refers to the unincorporated units under securities companies such as branches and securities business departments engaged in business activities. Fourteenth any unit or individual in any of the following circumstances, it shall notify the securities company in advance, and the securities company shall report to the the State Council Securities Regulatory Authority for approval:
(a) after the subscription or transfer of the equity of the securities company, the shareholding ratio reaches 5% of the registered capital of the securities company;
(2) actually controlling more than 5% of the equity of a securities company by holding the equity of shareholders of the securities company or by other means.
Without the approval of the State Council Securities Regulatory Authority, no unit or individual may entrust others or accept others' entrustment to hold or manage the equity of securities companies. Shareholders of securities companies shall not violate state regulations and agree not to exercise their voting rights in proportion to their capital contribution.