When a shareholder of a securities company transfers the equity of a securities company, it shall confirm that the transferee and its actual controller meet the qualifications stipulated by laws, administrative regulations and the China Securities Regulatory Commission.
Article 8 A securities company shall register its shareholders and amend its articles of association according to the approval documents and filing documents of the China Securities Regulatory Commission or its dispatched offices, and handle industrial and commercial registration according to law.
A securities company shall ensure that the contents recorded in the articles of association, the register of shareholders and the industrial and commercial registration documents are consistent with the actual situation of shareholders.
Article 9 Shareholders of a securities company shall perform their capital contribution obligations in strict accordance with laws, administrative regulations and the provisions of the China Securities Regulatory Commission.
Where the shareholders of a securities company commit illegal acts such as false capital contribution, false capital contribution, withdrawing capital contribution or withdrawing capital contribution in disguised form, the securities company shall report to the dispatched office of the China Securities Regulatory Commission where the company is domiciled within 65,438+00 working days, and require the relevant shareholders to make corrections within 65,438+0 months.
Article 10 Under any of the following circumstances, the shareholders or actual controllers of a securities company shall notify the securities company within 5 working days:
(1) Take property preservation or enforcement measures for the equity of securities companies held or controlled.
(2) Pledge the equity of the securities company held by it.
(3) Shareholders holding more than 5% of the equity of the securities company change their actual controllers;
(4) Changing its name;
(5) merger or division.
(6) Being ordered to suspend business for rectification, designate custody, be taken over, be revoked, or being dissolved, bankrupt or liquidated;
(seven) due to major violations of administrative punishment or criminal responsibility;
(eight) other circumstances that may lead to the transfer of the equity of the securities company held or controlled by it or may affect the operation of the securities company.
A securities company shall report to the dispatched office of the China Securities Regulatory Commission where the company is domiciled within 5 working days from the date when it becomes aware of the circumstances specified in the preceding paragraph.
The provisions of this article shall not apply to shareholders who hold less than 5% of the shares of listed securities companies.
Article 11 A securities company shall establish an effective communication mechanism with shareholders to protect shareholders' right to know according to law.
Under any of the following circumstances, a securities company shall promptly notify all shareholders in writing or in other ways stipulated in the articles of association, and report to the dispatched office of the China Securities Regulatory Commission where the company is domiciled:
(a) the company or its directors, supervisors and senior management personnel are suspected of major violations of laws and regulations;
(2) The company's financial situation continues to deteriorate, resulting in the risk control indicators not meeting the standards set by the China Securities Regulatory Commission;
(3) Serious losses of the company;
(4) It is planned to replace the legal representative, chairman of the board of directors, chairman of the board of supervisors or the main person in charge of operation and management;
(five) the occurrence of unexpected events, which have or may have a significant adverse impact on the interests of the company and customers;
(6) Other matters that may affect the company's going concern. Article 12 The articles of association of a securities company shall clearly stipulate the functions and powers of the shareholders' meeting.
Where the shareholders' meeting of a securities company authorizes the board of directors to exercise part of the functions and powers of the shareholders' meeting, it shall be stipulated in the company's articles of association or passed by the shareholders' meeting, and the authorization content shall be clear and specific. However, the Company Law clearly stipulates that the board of directors shall not be authorized to exercise the functions and powers exercised by the shareholders' meeting.
Article 13 A securities company shall hold an annual meeting of shareholders within six months after the end of each fiscal year. If it is necessary to postpone the meeting due to special circumstances, it shall promptly report to the dispatched office of China Securities Regulatory Commission where the company is domiciled, and explain the reasons for the postponement.
Article 14 The articles of association of a securities company shall stipulate the discussion methods and voting procedures of the shareholders' meeting.
Article 15 The board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the shares of a securities company may submit proposals to the shareholders' meeting.
Shareholders who individually or collectively hold more than 3% equity of a securities company may nominate candidates for directors and supervisors to the shareholders' meeting.
Article 16 When the directors elected by any shareholder of a securities company account for more than 65,438+0/2 of the members of the board of directors, the number of elected supervisors shall not exceed 65,438+0/3 of the members of the board of supervisors, unless the securities company is a one-person company.
Article 17 A securities company may adopt the cumulative voting system in electing directors and supervisors.
Where the shareholders of a securities company hold more than 50% of the shares of the company alone or in combination with related parties, the cumulative voting system shall be adopted for the election of directors and supervisors, except that the securities company is a one-man company.
A securities company adopting the cumulative voting system shall stipulate the detailed rules for the implementation of the cumulative voting system in its articles of association.
Article 18 The shareholders' meeting of a securities company shall make minutes of the meeting. The minutes of the meeting shall be true, accurate and complete, and shall be kept according to law.
Article 19 If the shareholders' meeting of a securities company removes directors and supervisors whose term of office has not expired, it shall explain the reasons; The directors and supervisors who have been removed from office have the right to put forward opinions to the shareholders' meeting, the China Securities Regulatory Commission or its dispatched offices.
Section 3 Special Provisions on the Relationship between Securities Companies and Shareholders
Article 20 The controlling shareholder and actual controller of a securities company shall not use their controlling position or abuse their rights to damage the legitimate rights and interests of the securities company, other shareholders of the company and customers of the company.
Article 21 The controlling shareholder of a securities company shall not appoint or remove directors, supervisors and senior managers of the securities company beyond the shareholders' meeting and the board of directors.
The shareholders and actual controllers of a securities company shall not interfere with the operation and management activities of the securities company in violation of laws, administrative regulations and the articles of association.
Article 22 A securities company and its shareholders, actual controllers or other related parties shall be strictly separated in terms of business, organization, assets, finance and office space, and operate independently, accounting independently, and bearing responsibilities and risks independently.
Personnel of shareholders of securities companies who work part-time in securities companies shall abide by laws, administrative regulations and the provisions of the China Securities Regulatory Commission.
Article 23 The controlling shareholder, actual controller and related parties of a securities company shall take effective measures to prevent business competition with the securities company under their control.
Securities companies holding shares of other securities companies shall not harm the interests of the securities companies they hold.
Article 24 The related transactions between the shareholders, actual controllers and their related parties of a securities company and the securities company shall not harm the legitimate rights and interests of the securities company and its customers.
The articles of association of a securities company shall provide for major related party transactions and their disclosure and voting procedures.
Article 25 A securities company and its shareholders (or shareholders' related parties) shall not engage in the following acts:
(1) Holding shareholders' equity, except as otherwise provided by laws, administrative regulations or the China Securities Regulatory Commission;
(2) Transferring improper benefits to shareholders by purchasing securities held by shareholders;
(3) Shareholders illegally occupy the company's assets;
(4) Other acts prohibited by laws, administrative regulations or the China Securities Regulatory Commission.
The articles of association of a securities company shall stipulate the types, amounts and internal examination and approval procedures of foreign investment and foreign guarantees.