|
[Administrative Approval Item] Review and Approval of the Change in the Shareholders of or Shareholdings in Securities Companies
[Provisions applicable to the basis, conditions, procedure and term for the review]
Article 9 of the Measures for the Administration of Securities Companies: Shareholders of securities companies shall meet the qualifications prescribed by the China Securities Regulatory Commission (the CSRC) and the relevant laws and regulations.
Qualifications for holding, directly or indirectly , more than 5% of the equity interest in a security company shall be approved by the CSRC.
Article 2 of the Opinions on Strengthening the Supervision and Administration of Securities Companies:
(1) approval of the CSRC is required for such businesses related to the security company as changes in the scope of business, the corporate forms, the shareholder or shareholding, company name, domicile and senior management personnel, capital, and, merger and division, the amendment to the articles of association, relocation of branch office, relocation and transfer of operational branches
Article 9 of the Measures for the Administration of Securities Companies:
The applicant that is subject to the following situations is not eligible for Shareholdings of more than 5% in a securities company: (1) receiving penalties for major improper or illegal business conduct during the recent three-year period preceding the application, (2) The accumulated losses account for half of the registered capitals; (3) Theyare insolvent or fail to repay the due debts; (4) Their total liabilities account for half of their net assets; (5) Other situations defined by the CSRC.
Article 1 of the Opinions on Strengthening the Supervision and Administration of Securities Companies:
(2) The securities companies shall be operated by the wholly state-owned enterprises or joint stock enterprises. The shareholders of securities companies shall comply with the laws and regulations and the related policies. 1) If found in any of the following situations, the parties concerned shall not become the shareholder of securities companies: (a) Financial institutions (excluding the securities companies and trust investment companies); (b) They have the severe business offenses against laws and regulations within the last three years; (c) The accumulated losses account for half of the registered capitals; (d) The amounts of subjects involved in the pending lawsuits account for half of the net assets; 3). The shareholders of new securities companies shall make the capital contributions in currency.
[List of Application Documents and Templates of Application Form]:
[to be submitted by the dispatched offices]:
1. Documents of preliminary reviews by dispatched offices; 2. Application documents; 3. Resolutions at the shareholders’ meetings (provided by the limited liability companies) or reports of the boards of directors (provided by the joint stock companies); 4. Transfer agreements of equities; 5. Background information of equity assignees (the company profiles and copies of business licenses); 6. Equity framework of changed equities; 7. Descriptions concerning the relationships among the shareholders after the change of equities; 8. Letter of Commitment issued by the equity assignees; 9. Letter of Commitment issued by the old shareholders to abandon the preferential rights of assignment and subscription; 10. Application Form of Natural Person with Direct or Indirect Ownerships of 5% or More of Total Stocks in the Securities Companies and the copies of ID cards, certificates of household registers, passports, certificates of overseas permanent residence, certificates of academic degree, and the letters of confirmation signed by the applicants claiming that there is no major penalty incurred by the unauthorized operations during the three years prior to the applications; 11. Special legal opinions issued by the lawyers about the credibility of the natural persons with the direct or indirect ownerships of 10% or more of the total stocks in the securities companies; 12. Descriptions about whether the companies provide in whatever form the financial supports (for instance, warranty) for the equity assignees; 13. Auditing reports on the equity assignees for the last one year issued by the accounting firms with the securities business practice qualification; 14. Legal opinions; 15. Self-review reports of the securities companies; 16. Other materials required by the CSRC.
Notes: Application Form of Natural Person with Direct or Indirect Ownerships of 5% or More of Total Stocks in the Securities Companies and Special Legal Opinions shall be consulted in the Approval of Establishing, Dissolving or Revoking the Securities Companies and Their Branches.
The China Securities Regulatory Commission
(This English version by Shenzhen Securities Information Co., Ltd. is for your reference only. In case any discrepancy exists between the Chinese and English context, the Chinese version shall prevail.) | 
