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Measures for the Administration of Foreign-Funded Securities Companies

外商投资证券公司管理办法

【CLI Code】 CLI.4.314011(EN)  Statement

  • Order of the China Securities Regulatory Commission
  • 中国证券监督管理委员会令

  • (No. 140)
  • (第140号)

  • Liu Shiyu, Chairman of the China Securities Regulatory Commission
  • 中国证券监督管理委员会主席:刘士余
  • April 28, 2018
  • 2018年4月28日
  • Annex:
  • 附件:
  • Article 2 For the purposes of these Measures, “foreign-funded securities companies” means:
  •   第二条 本办法所称外商投资证券公司是指:
  • (1) securities companies jointly funded and formed by foreign and domestic shareholders according to the law;
  • (一)境外股东与境内股东依法共同出资设立的证券公司;
  • (2) securities companies resulting from modification of domestic-funded securities companies according to the law due to the lawful transfer of equities of domestic-funded securities companies to foreign investors or foreign investors' lawful subscription for such equities; and
  • (二)境外投资者依法受让、认购内资证券公司股权,内资证券公司依法变更的证券公司;
  • (3) securities companies resulting from modification of domestic-funded securities companies according to the law due to the modification of actual controllers of shareholders of domestic-funded securities companies into foreign investors.
  • (三)内资证券公司股东的实际控制人变更为境外投资者,内资证券公司依法变更的证券公司。
  • Article 3 The China Securities Regulatory Commission (“CSRC”) shall be responsible for the approval as well as the supervision and administration of foreign-funded securities companies.
  •   第三条 中国证券监督管理委员会(以下简称中国证监会)负责对外商投资证券公司的审批和监督管理。
  • Article 4 The name, business form, registered capital, business scope, establishment and functions of governing bodies, shareholders, directors, supervisors, and senior executives, among others, of a foreign-funded securities company shall conform to the Company Law, the Securities Law, and other laws and regulations as well as the relevant rules of the CSRC.
  •   第四条 外商投资证券公司的名称、组织形式、注册资本、业务范围、组织机构的设立及职责以及股东、董事、监事、高级管理人员等,应当符合公司法证券法等法律、法规和中国证监会的有关规定。
  • (1) A foreign shareholder of the company shall satisfy the qualifications set out in these Measures, and comply with the provisions of these Measures regarding the proportion and form of capital contribution of the foreign shareholder.
  • (一)境外股东具备本办法规定的资格条件,其出资比例、出资方式符合本办法的规定;
  • (2) The company's initial business scope shall be commensurate with the experience of its controlling shareholder or largest shareholder in operating securities business.
  • (二)初始业务范围与控股股东或者第一大股东的经营证券业务经验相匹配;
  • (3) Other prudential conditions specified by the CSRC.
  • (三)中国证监会规定的其他审慎性条件。
  • Article 6 A foreign shareholder of a foreign-funded securities company shall meet the following conditions:
  • (1) The country or region where it is located has sound securities laws and regulatory rules, and the relevant financial regulatory authority has entered into a memorandum of understanding regarding securities regulatory cooperation and maintained an effective regulatory cooperation relationship with the CSRC or an institution recognized by the CSRC.
  • (2) It is a financial institution legally formed in the country or region where it is located, and all its financial indicators in recent three years conform to the provisions of laws and the requirements of the regulatory authorities of the country or region where it is located.
  • (3) It has engaged in securities business for five consecutive years or more, has not received any major punishment from a regulatory authority, administrative agency, or judicial authority in the country or region where it is located in the recent three years, and is not under investigation by the relevant authority on suspicion of any major violation of a law or regulation.
  • (4) It has a sound internal control system.
  • (5)
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