(a) the controlling shareholder refers to the shareholder who holds more than 50% of the shares of the securities company, or the shareholder whose voting rights are sufficient to have a significant impact on the resolution of the shareholders' (general) meeting of the securities company, although the shareholding ratio is less than 50%;
(2) A major shareholder refers to a shareholder who holds more than 5% equity of a securities company;
(3) Shareholders holding less than 5% of the shares of a securities company. Two. Article 6 is amended as: "When a securities company is established, the China Securities Regulatory Commission shall approve its registered capital and shareholding structure in accordance with regulations.
A securities company that changes its major shareholder or actual controller shall report to the China Securities Regulatory Commission for approval according to law.
If the controlling shareholder or actual controller of a securities company actually controls 65,438+000% of the equity of the securities company, the securities company shall file with the China Securities Regulatory Commission within five working days from the date when the company registration authority handles the change registration (if it is not required by law, from the date of registration of relevant rights).
Where the actual controller of a securities company changes its registered capital, equity or more than 5% equity, which does not involve the circumstances listed in the second and third paragraphs of this article, it shall, within five working days from the date when the company registration authority handles the change registration (if it is not necessary to handle the company change registration according to law, from the date when the company is registered with the relevant authorities), file with the agency of the China Securities Regulatory Commission where the company is domiciled. The provisions of this paragraph shall not apply to the public offering of shares by securities companies or the change of shares in stock exchanges and the national share transfer system for small and medium-sized enterprises (hereinafter referred to as the share transfer system). Three. Article 7 is amended as: "A shareholder holding less than 5% of the equity of a securities company shall meet the following conditions:
(1) This institution and the institutions it controls have a good reputation, and have no record of major violations of laws and regulations or major bad credit records in the last three years; It has not been sentenced to punishment for intentional crimes, and it has not been more than 3 years since the execution of the punishment; Being under investigation or in the period of rectification due to suspected major violations of laws and regulations;
(2) There are no circumstances that affect the performance of shareholders' rights and obligations, such as long-term inability to actually carry out business, suspension of business, bankruptcy liquidation, lack of governance structure and failure of internal control; There is no guarantee, lawsuit, arbitration or other major matters that may seriously affect the going concern;
(3) There is no situation that the ownership structure is unclear and it cannot penetrate into the ultimate rights holders layer by layer; In principle, wealth management products are not allowed in the ownership structure, except those approved by the China Securities Regulatory Commission;
(4) There is no serious social doubt or serious negative social impact on itself and its controlled institutions due to dishonest or non-compliant behavior, and the impact has not been eliminated; It has no major responsibility for the business failure of the invested enterprise and the business failure has not exceeded 3 years;
(5) Other conditions stipulated by the China Securities Regulatory Commission based on the principle of prudential supervision.
The provisions of this article shall not apply to shareholders who acquire less than 5% of the shares of a securities company through trading in the stock exchange or share transfer system or subscribing for the shares publicly issued by the securities company. "Four, delete eighth. 5. Article 9 is renumbered as Article 8 and amended as: "The major shareholders of a securities company shall meet the following conditions:
(a) the requirements stipulated in Article 7 of these Provisions;
(2) It is in good financial condition, with moderate level of assets, liabilities and leverage, net assets of not less than 50 million yuan, and has the ability of continuous capital replenishment matching the business of the securities company;
(3) Its corporate governance is standardized, its management ability is up to standard, and its risk control is good;
(4) There is no situation that the net assets are less than 50% of the paid-in capital, or the contingent liabilities reach 50% of the net assets or the debts due cannot be paid off;
(5) Being able to provide support for enhancing the comprehensive competitiveness of securities companies. Article 10 of the intransitive verb is changed to Article 9 and amended as: "The largest shareholder and controlling shareholder of a securities company shall meet the following conditions:
(1) The conditions stipulated in Article 8 of these Provisions;
(2) The experience in financial-related business matches the business scope of the securities company;
(3) Holding shares in a securities company is consistent with its long-term strategy and is conducive to serving the development of its main business;
(4) There are feasible plans and arrangements to improve the governance structure of the securities company and promote its long-term development.
(5) Having a clear self-restraint mechanism to safeguard the independence of the operation and management of securities companies and prevent the transmission of risks and improper benefits.
(6) To formulate a reasonable and effective risk disposal plan in view of the situation that the securities company cannot operate normally due to possible risks. Seven. Article 11 is renumbered as Article 10 and amended as: "If there is obvious leverage effect in the business engaged by a securities company and there are cross risks in many businesses, its largest shareholder and controlling shareholder shall also meet the following conditions:
(1) It has been profitable continuously for the last three years, and there are no uncompensated losses;
(2) Long-term credit granting has maintained a high level in the last three years, and the scale, income, profit, market share and other indicators in the last three years are in the forefront of the industry.
The controlling shareholder shall also meet the following conditions:
(a) total assets of not less than 50 billion yuan, net assets of not less than 20 billion yuan;
(2) Its core business is outstanding, and its main business has been profitable for the last five years.
The provisions of this article shall not apply to the special circumstances recognized by the China Securities Regulatory Commission, such as the merger of securities companies or the takeover of custody due to major risks. "