| Regulations on the Supervision and Administration of Securities Companies | | 证券公司监督管理条例 |
| (Promulgated by the Order No. 522 of the State Council of the People's Republic of China on April 23, 2008; and revised in accordance with the Decision of the State Council on Amending Some Administrative Regulations on July 29) | | （2008年4月23日中华人民共和国国务院令第522号公布 根据2014年7月29日《国务院关于修改部分行政法规的决定》修订） |
Chapter I General Provisions | | 第一章 总 则 |
| Article 1 For the purpose of strengthening the supervision and administration of securities companies, regulating their behaviors, preventing their risks, protecting the legitimate rights and interests of clients as well as the public interests, and enhancing the healthy development of the securities industry, this Regulation is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the Company Law) and the Securities Law of the People's Republic of China (hereinafter referred to as the Securities Law). | | |
| Article 2 Securities companies shall abide by laws, administrative regulations and the provisions set forth by the securities regulatory agency of the State Council, run business in a prudent way, and fulfill the obligation of keeping good faith for clients. | | 第一条 为了加强对证券公司的监督管理，规范证券公司的行为，防范证券公司的风险，保护客户的合法权益和社会公共利益，促进证券业健康发展，根据《中华人民共和国公司法》（以下简称《公司法》）、《中华人民共和国证券法》（以下简称《证券法》），制定本条例。 |
| Article 3 The shareholders and actual controller of a securities company may not abuse their powers, occupy and use the assets of the securities company or the clients, and damage the legal rights and interests of the securities company or the clients. | | |
| Article 4 The state encourages securities companies to, under the premise of effectively keeping risks under control, make innovations in the mode of operation, business, products, organization and the incentive and restraint mechanism according to law. | | 第二条 证券公司应当遵守法律、行政法规和国务院证券监督管理机构的规定，审慎经营，履行对客户的诚信义务。 |
| The securities regulatory agency and other departments of the State Council shall take effective measures to facilitate securities company to make innovations in a normative and orderly way. | | |
| Article 5 Securities companies may issue, trade and sell financial products of the securities category according to the state provisions. | | 第三条 证券公司的股东和实际控制人不得滥用权利，占用证券公司或者客户的资产，损害证券公司或者客户的合法权益。 |
| Article 6 The securities regulatory agency of the State Council shall perform the duty of supervision and administration of securities companies according to law. The dispatched offices of the securities regulatory agency of the State Council shall perform such duty within the scope of authorization by the securities regulatory agency of the State Council. | | |
| Article 7 The securities regulatory agency of the State Council, the People's Bank of China and other financial regulatory agencies of the State Council shall set up an information sharing mechanism for the supervision and administration of securities companies. | | 第四条 国家鼓励证券公司在有效控制风险的前提下，依法开展经营方式创新、业务或者产品创新、组织创新和激励约束机制创新。 |
| The securities regulatory agency of the State Council and the local people's governments shall set up a mechanism for notifying securities companies the relevant situations. | | 国务院证券监督管理机构、国务院有关部门应当采取有效措施，促进证券公司的创新活动规范、有序进行。 |
| Chapter II Establishment and Change | | |
| Article 8 The establishment of a securities company requires to satisfy the conditions prescribed in the Company Law, the Securities Law and this Regulation and get the approval of the securities regulatory agency of the State Council. | | 第五条 证券公司按照国家规定，可以发行、交易、销售证券类金融产品。 |
| Article 9 Shareholders of securities companies shall make financial contributions with either money or the non-monetary assets required by the business operations of securities companies. The total amount of the non-monetary assets contributed by a shareholder shall not exceed 30% of the registered capital of the securities company. | | |
| The financial contribution of a shareholder shall be assessed by an accounting firm with corresponding securities or futures business qualification, which shall issue a certificate after assessment. The non-monetary assets in the financial contribution shall be appraised by a property assessment agency with corresponding securities business qualification. | | 第六条 国务院证券监督管理机构依法履行对证券公司的监督管理职责。国务院证券监督管理机构的派出机构在国务院证券监督管理机构的授权范围内，履行对证券公司的监督管理职责。 |
| Where a creditor of a securities company transfers his/its creditor's right into the shares of the company, he/it is not bound by the provision of Paragraph 1 of this Article. | | |
| Article 10 Any entity or individual under any of the following circumstances may not become an shareholder or the actual controller holding 5% or more shares of a securities company: | | 第七条 国务院证券监督管理机构、中国人民银行、国务院其他金融监督管理机构应当建立证券公司监督管理的信息共享机制。 |
| 1. it is not three years yet since it/he finishes the sentence imposed on for intentional offense; | | 国务院证券监督管理机构和地方人民政府应当建立证券公司的有关情况通报机制。 |
| 2. its net assets is less than the paid-in capital by 50% or above, or its contingent liability reaches 50% of the net assets; | | 第二章 设立与变更 |
| 3. it/he can't pay off due debts; or | | |
| 4. other circumstances recognized by the securities regulatory agency of the State Council. | | 第八条 设立证券公司，应当具备《公司法》、《证券法》和本条例规定的条件，并经国务院证券监督管理机构批准。 |
| Other securities company shareholders shall satisfy the relevant requirements of the securities regulatory agency of the State Council. | | |
| Article 11 A securities company shall have at least three senior managers who have been serving as senior managers in the securities industry for two years or more. | | 第九条 证券公司的股东应当用货币或者证券公司经营必需的非货币财产出资。证券公司股东的非货币财产出资总额不得超过证券公司注册资本的30%。 |
| Article 12 When a securities company is established, its scope of business shall fit its financial status, internal control system, regulation-compliance system and human resource conditions. In the process of business operations, a securities company may apply to the securities regulatory agency of the State Council for adjusting its scope of business in light of its financial status, internal control level, regulation-compliance level, the operating capability of its senior managers and the number of professionals. | | 证券公司股东的出资，应当经具有证券、期货相关业务资格的会计师事务所验资并出具证明；出资中的非货币财产，应当经具有证券相关业务资格的资产评估机构评估。 |
| Article 13 A securities company shall obtain the approval of the securities regulatory authority of the State Council in the event of increase of registered capital which would result in a material change in the equity structure, decrease of registered capital, change of the scope of business, modification of any important clauses in the bylaws, combination or division, formation, acquisition or cancellation of any domestic branch office, or formation, acquisition or purchase of shares of any securities institution outside of China. | | 在证券公司经营过程中，证券公司的债权人将其债权转为证券公司股权的，不受本条第一款规定的限制。 |
| The “important clauses of the bylaws” as aforementioned refers to clauses stipulating the following issues: | | |
| 1. the name and domicile of the securities company; | | 第十条 有下列情形之一的单位或者个人，不得成为持有证券公司5%以上股权的股东、实际控制人： |
| 2. the organizational structure of the securities company, the process for the generation of the component institutions, and the duties and powers as well as the rules of procedure of such institutions; | | （一）因故意犯罪被判处刑罚，刑罚执行完毕未逾3年； |
| 3. the types of foreign investments and foreign guarantees made by the securities company, the amount involved, and the internal procedures for examination and approval; | | （二）净资产低于实收资本的50%，或者或有负债达到净资产的50%； |
| 4. causes of dissolution of the securities company, and liquidation measures; and | | （三）不能清偿到期债务； |
| 5. other issues to be specified by the bylaws as required by the securities regulatory agency of the State Council. | | （四）国务院证券监督管理机构认定的其他情形。 |
| The “branch institution” as mentioned in the first paragraph of this Article refers to the branch companies, business departments and other unincorporated work unites that engage in securities business operations and subordinate to the securities company. | | 证券公司的其他股东应当符合国务院证券监督管理机构的相关要求。 |
| Article 14 Under any of the following circumstances, an entity or individual shall notify the securities company beforehand for the latter to submit to the securities regulatory agency of the State Council for approval: | | |
| 1. after subscribing or acquiring the shares of the securities company, it/his shares will reach 5% of the registered capital of the securities company; | | 第十一条 证券公司应当有3名以上在证券业担任高级管理人员满2年的高级管理人员。 |
| 2. it/he will actually control 5% or more shares of the securities company by holding the shares of the shareholders of the securities company or by other way. | | |
| Without the approval of the securities regulatory agency of the State Council, no entity or individual may entrust other party to hold or manage its/his stock equity in a securities company or be entrusted by other party to do so. Shareholders of a securities company may not agree on exercising their voting power not according to the proportion of financial contribution, which is against the state legal provisions. | | 第十二条 证券公司设立时，其业务范围应当与其财务状况、内部控制制度、合规制度和人力资源状况相适应；证券公司在经营过程中，经其申请，国务院证券监督管理机构可以根据其财务状况、内部控制水平、合规程度、高级管理人员业务管理能力、专业人员数量，对其业务范围进行调整。 |
| Article 15 The merger or splitting-up of a securities company, or the transfer of its important assets involving the rights and interests of clients shall be subject to the assessment of a property assessment agency with corresponding securities business qualification. | | |
| To wind up business, dissolve or go bankrupt, a securities company shall get the approval of the securities regulatory agency of the State Council and settle its clients and handle unfinished business in accordance with the relevant provisions. | | 第十三条 证券公司增加注册资本且股权结构发生重大调整，减少注册资本，变更业务范围或者公司章程中的重要条款，合并、分立，设立、收购或者撤销境内分支机构，在境外设立、收购、参股证券经营机构，应当经国务院证券监督管理机构批准。 |
| Article 16 The securities regulatory authority of the State Council shall examine the following applications, and make a written decision of approval or disapproval within the corresponding time limits: | | 前款所称公司章程中的重要条款，是指规定下列事项的条款： |
| For an application for forming a securities company in China or for forming, acquiring or purchasing shares in a securities company outside of China, a decision shall be made within six months after the application is accepted; | | （一）证券公司的名称、住所； |
| For an application for increasing the registered capital with a material change in the equity structure, for decreasing the registered capital, for a combination or division, or for examining the capacity of any shareholder or the actual controller, a decision shall be made within three months after the application is accepted; | | （二）证券公司的组织机构及其产生办法、职权、议事规则； |
| For an application for modifying the scope of business or any important clauses in the bylaws or for examining the office-holding qualification of any officer, a decision shall be made within 45 working days after the application is accepted; | | （三）证券公司对外投资、对外提供担保的类型、金额和内部审批程序； |
| For an application for forming, acquiring or canceling a domestic branch office, or for termination of business, dissolution or bankruptcy, a decision shall be made within 30 working days after the application is accepted; | | （四）证券公司的解散事由与清算办法； |
| For an application for examining the office-holding qualification of a director or supervisor, a decision shall be made within 20 working days after the application is accepted. | | （五）国务院证券监督管理机构要求证券公司章程规定的其他事项。 |
| When examining the applications for setting up securities companies or the branch institutions thereof, the securities regulatory agency of the State Council shall take into account the needs for the development of the securities market and the needs for fair competition. | | 本条第一款所称证券公司分支机构，是指从事业务经营活动的分公司、证券营业部等证券公司下属的非法人单位。 |
| Article 17 The company registration organs shall handle the registration, change and deregistration of securities companies and the domestic branch institutions thereof upon the strength of the approval documents issued by the securities regulatory agency of the State Council pursuant to laws and administrative regulations. | | |
| A securities company shall, after getting the business license for securities companies or the domestic branch institutions thereof issued or renewed by the company registration organ, apply to the securities regulatory agency of the State Council for issuing or renewing the permit for operating securities business. The permit for operating securities business shall bear the scope of securities business which the securities company or its domestic branch institution is allowed to operate. | | 第十四条 任何单位或者个人有下列情形之一的，应当事先告知证券公司，由证券公司报国务院证券监督管理机构批准： |
| Without the permit for operating securities business, neither the securities company nor its domestic branch institutions may operate securities business. | | （一）认购或者受让证券公司的股权后，其持股比例达到证券公司注册资本的5%； |
| Where a securities company winds up all its securities business, dissolves, goes bankrupt or deregisters a domestic branch institution, it shall publish an announcement thereon on a newspaper or periodical designated by the securities regulatory agency of the State Council, and surrender the permit for operating securities business to the securities regulatory agency of the State Council to write-off. | | （二）以持有证券公司股东的股权或者其他方式，实际控制证券公司5%以上的股权。 |
| Chapter III Component Institutions | | 未经国务院证券监督管理机构批准，任何单位或者个人不得委托他人或者接受他人委托持有或者管理证券公司的股权。证券公司的股东不得违反国家规定，约定不按照出资比例行使表决权。 |
| Article 18 A securities company shall set up and improve the component institutions and clarify the duties and powers of the decision-making, executive and supervisory institutions in accordance with the provisions of the Company Law, the Securities Law and this Regulation. | | |
| Article 19 A securities company may have independent directors. Independent directors shall assume no other posts but independent directors in the securities company and have no relationship with the securities company that may disturb their independent and objective judgment. | | 第十五条 证券公司合并、分立的，涉及客户权益的重大资产转让应当经具有证券相关业务资格的资产评估机构评估。 |
| Article 20 For a securities company which operates two or more business out of the securities brokerage business, the securities assets management business, the capital and securities lending business and the securities underwriting and sponsoring business, the board of directors shall set up a remuneration and nomination committee, an auditing committee and a risk control committee to exercise the duties and powers stipulated in the bylaws. | | 证券公司停业、解散或者破产的，应当经国务院证券监督管理机构批准，并按照有关规定安置客户、处理未了结的业务。 |
| The persons in charge of the remuneration and nomination committee and the auditing committee shall be the independent directors of the securities company. | | |
| Article 21 A securities company shall have a secretary for the board of directors who shall make preparations for the shareholders' meeting and the meeting of the board of directors, keep documents and shareholders' material, provide material and handle information filing and disclosure issues in accordance with the relevant provisions and the requirements of the securities regulatory agency of the State Council, the shareholders and other related entities and individuals. The secretary of the board of directors shall be a senior manager of the securities company. | | 第十六条 国务院证券监督管理机构应当对下列申请进行审查，并在下列期限内，作出批准或者不予批准的书面决定： |
| Article 22 For a securities company which have set up an institution for exercising the operation and management powers of the company, it shall specify in the bylaws the name, composition, duties and functions and rules of procedure of the institution. The members of the institution shall be the senior managers of the securities company. | | （一）对在境内设立证券公司或者在境外设立、收购或者参股证券经营机构的申请，自受理之日起6个月； |
| Article 23 A securities company may have a person in charge of the regulation-compliance issues to examine, oversee or inspect the legality and regulation-compliance of the company's operation and management behaviors. The person in charge of the regulation-compliance issues shall be a senior manager of the company, appointed by the board of directors with resolution and recognized by the securities regulatory agency of the State Council. The person may not concurrently hold other post of business operation and management in the securities company. | | （二）对增加注册资本且股权结构发生重大调整，减少注册资本，合并、分立或者要求审查股东、实际控制人资格的申请，自受理之日起3个月； |
| The person in charge of the regulation-compliance issues shall report illegal behaviors to institutions specified in the bylaws and the securities regulatory agency of the State Council or the relevant self-discipline organization simultaneously. | | （三）对变更业务范围、公司章程中的重要条款或者要求审查高级管理人员任职资格的申请，自受理之日起45个工作日； |
| A securities company shall have legitimate reasons to dismiss the person in charge of the regulation-compliance issues, and report in written form the fact and corresponding reasons to the securities regulatory agency of the State Council within three workdays from the date of dismiss. | | （四）对设立、收购、撤销境内分支机构，或者停业、解散、破产的申请，自受理之日起30个工作日； |
| Article 24 The directors, supervisors and senior managers of a securities company shall have the post-holding qualifications approved by the securities regulatory agency of the State Council before assuming their posts. | | （五）对要求审查董事、监事任职资格的申请，自受理之日起20个工作日。 |
| No securities company may appoint or select persons without post-holding qualifications to assume the aforesaid posts. For a securities company which has done so, the related resolutions or decisions shall be deemed as invalid. | | 国务院证券监督管理机构审批证券公司及其分支机构的设立申请，应当考虑证券市场发展和公平竞争的需要。 |
| Article 25 When the legal representative or a senior manager of a securities company leaves his post, the securities company shall conduct an auditing on him, and file the auditing report with the securities regulatory agency of the State Council within two months since the date when he leaves post. If the person leaving post is the legal representative of the securities company or chief person in charge of the operation and management of the company, the company shall hire an accounting firm with corresponding securities or futures business qualification to do the auditing work. | | |
| Before the above-mentioned auditing report is filed with the securities regulatory agency of the State Council, the person leaving post may not hold office in any other securities company. | | 第十七条 公司登记机关应当依照法律、行政法规的规定，凭国务院证券监督管理机构的批准文件，办理证券公司及其境内分支机构的设立、变更、注销登记。 |
| Chapter IV Business Rules and Risk Control | | 证券公司在取得公司登记机关颁发或者换发的证券公司或者境内分支机构的营业执照后，应当向国务院证券监督管理机构申请颁发或者换发经营证券业务许可证。经营证券业务许可证应当载明证券公司或者境内分支机构的证券业务范围。 |
| Section 1 General Provisions | | 未取得经营证券业务许可证，证券公司及其境内分支机构不得经营证券业务。 |
| Article 26 A securities company and the domestic branch institutions thereof shall abide by the provisions of the Securities Law and this Regulation when operating the securities business provided in Article 125 of the Securities Law. | | 证券公司停止全部证券业务、解散、破产或者撤销境内分支机构的，应当在国务院证券监督管理机构指定的报刊上公告，并按照规定将经营证券业务许可证交国务院证券监督管理机构注销。 |
| A securities company and its domestic branch institutions may operate business approved by the securities regulatory agency of the State Council only. | | 第三章 组 织 机 构 |
| Where two or more securities companies are controlled by a same entity or individual or by each other, they may not operate the same securities business, unless it is otherwise provided by the securities regulatory agency of the State Council. | | |
| Article 27 A securities company shall set up and improve the risk management and internal control systems on the principle of operating business in a prudent manner to prevent and control risks. | | 第十八条 证券公司应当依照《公司法》、《证券法》和本条例的规定，建立健全组织机构，明确决策、执行、监督机构的职权。 |
| A securities company shall manage its branch institutions in a centralized and unified way, and may not operate or manage the branch institutions in the form of joint venture or cooperation, or contract, lease or entrust the branch institutions to other party to operate and manage. | | |
| Article 28 Where a securities company opens a securities account for a client upon the entrustment of the securities registration and clearing institution, it shall examine the authenticity of the name or title and identity declared by the client in accordance with the rules on the administration of securities accounts. The name or title of the capital account and that of the securities account of a same client shall be identical with each other. | | 第十九条 证券公司可以设独立董事。证券公司的独立董事，不得在本证券公司担任董事会外的职务，不得与本证券公司存在可能妨碍其做出独立、客观判断的关系。 |
| The securities account opened by a securities company for a client of the securities assets management business shall be filed with the stock exchange for archival purpose within three trading days from the date when the account is opened. | | |
| A securities company may not provide the capital account or securities account of any client for other party to use. | | 第二十条 证券公司经营证券经纪业务、证券资产管理业务、融资融券业务和证券承销与保荐业务中两种以上业务的，其董事会应当设薪酬与提名委员会、审计委员会和风险控制委员会，行使公司章程规定的职权。 |
| Article 29 When operating the securities assets management business or the capital and securities lending business or selling securities financial products, a securities company shall know the identity, financial status, income situation, securities investment experience and risks preference of its clients, and record and keep such information in both written form and electronic form. The securities company shall recommend appropriate products or services to its clients based on such information. The specific rules shall be determined by the Securities Association of China (SAC). | | 证券公司董事会设薪酬与提名委员会、审计委员会的，委员会负责人由独立董事担任。 |
| Article 30 Before concluding a contract on securities trading entrustment, securities assets management, capital and securities lending or other business with a client, a securities company shall specially assign a person to elaborate the relevant business rules and contract contents to the client and have the risk disclosure statement signed by the client. The essential clauses of the business contract and the standard format of the risk disclosure statement shall be formulated by the SAC and filed with the securities regulatory agency of the State Council for archival purpose. | | |
| Article 31 A securities company operating the securities assets management business or the capital and securities lending business shall prepare the statements of account in accordance with the relevant provisions and send them to its clients on a monthly basis. If there are other stipulations between the securities company and its clients on the time or way of delivery of such statements, such stipulations shall apply. | | 第二十一条 证券公司设董事会秘书，负责股东会和董事会会议的筹备、文件的保管以及股东资料的管理，按照规定或者根据国务院证券监督管理机构、股东等有关单位或者个人的要求，依法提供有关资料，办理信息报送或者信息披露事项。董事会秘书为证券公司高级管理人员。 |
| Article 32 A securities company shall set up an information inquiry system to make sure that its clients may, in the business hours of the securities company, inquire about their entrustment records, transaction records and securities or capital balance, the name of the business handling persons and securities brokers of the securities company, the number of their practice certificates or securities broker certificates and other information. | | |
| Where any client believes that some information recorded by the securities company is inconsistent with the actual situation, he/it may make a complaint to the securities company or the securities regulatory agency of the State Council. The securities company shall specially appoint a department to handle the complaints made by clients. The securities regulatory agency of the State Council shall take corresponding measures to respond the complaints made by clients. | | 第二十二条 证券公司设立行使证券公司经营管理职权的机构，应当在公司章程中明确其名称、组成、职责和议事规则，该机构的成员为证券公司高级管理人员。 |
| Article 33 A securities company may not illegally entrust other entity or individual to attract clients, provide customer services or conduct product marketing activities for it. | | |
| Article 34 When giving investment suggestions to the clients, a securities company may not make deterministic judgments on the rise or fall of securities price or the development trend of the securities market. | | 第二十三条 证券公司设合规负责人，对证券公司经营管理行为的合法合规性进行审查、监督或者检查。合规负责人为证券公司高级管理人员，由董事会决定聘任，并应当经国务院证券监督管理机构认可。合规负责人不得在证券公司兼任负责经营管理的职务。 |
| A securities company and its staff may not seek for illicit profits from offering investment suggestions to the clients. | | 合规负责人发现违法违规行为，应当向公司章程规定的机构报告，同时按照规定向国务院证券监督管理机构或者有关自律组织报告。 |
| Article 35 A securities company shall set up and implement effective management systems to prevent its staff from holding or trading stocks or accepting the stocks presented by other party either directly, in feigned names or in the name of others. | | 证券公司解聘合规负责人，应当有正当理由，并自解聘之日起3个工作日内将解聘的事实和理由书面报告国务院证券监督管理机构。 |
| Article 36 A securities company shall prepare the average risk reserve funds in accordance with the relevant provisions to make up possible operation losses. | | |
| Section 4 Securities Brokerage Business | | 第二十四条 证券公司的董事、监事、高级管理人员应当在任职前取得经国务院证券监督管理机构核准的任职资格。 |
| Article 37 When operating the securities brokerage business, a securities company shall examine whether the funds or securities in the clients' accounts are sufficient enough. If the funds deposited in the capital account of a client are insufficient, the securities company may not accept the client's buying-in entrustment; if the securities deposited in the securities account of a client are insufficient, the company may not accept the client's selling-out entrustment. | | 证券公司不得聘任、选任未取得任职资格的人员担任前款规定的职务；已经聘任、选任的，有关聘任、选任的决议、决定无效。 |
| Article 38 When operating the securities brokerage business, a securities company may entrust persons outside the company as the securities brokers to attract clients and provide customer services on a proxy basis. Securities brokers shall have the securities practice qualification. | | |
| The securities company shall conclude an entrustment contract with a securities broker who has accepted its entrustment, issue him a securities broker certificate, clarify his scope of authority and oversee his behaviors in practicing the business. | | 第二十五条 证券公司的法定代表人或者高级管理人员离任的，证券公司应当对其进行审计，并自其离任之日起2个月内将审计报告报送国务院证券监督管理机构；证券公司的法定代表人或者经营管理的主要负责人离任的，应当聘请具有证券、期货相关业务资格的会计师事务所对其进行审计。 |
| A securities broker shall operate business within the scope of authority clarified by the securities company and produce his securities broker certificate to the clients when operating business. | | 前款规定的审计报告未报送国务院证券监督管理机构的，离任人员不得在其他证券公司任职。 |
| Article 39 A securities broker shall abide by the provisions on the administration of the staff of securities companies. For his behaviors conducted within the scope of authority, the securities company concerned shall assume corresponding legal responsibility according to law; for those beyond the scope of authority, the broker himself shall assume corresponding legal responsibility. | | 第四章 业务规则与风险控制 |
| A securities broker may accept the entrustment of one securities company only to attract clients and provide customer services, etc. | | 第一节 一 般 规 定 |
| A securities broker may not handle the securities subscription and transaction issues for the clients. | | |
| Article 40 When charging securities transaction costs against the clients, a securities company shall follow the relevant state provisions and put the charging items and rates at a prominent place of its business place. | | 第二十六条 证券公司及其境内分支机构从事《证券法》第一百二十五条规定的证券业务，应当遵守《证券法》和本条例的规定。 |
| Section 4 Self-support Securities Business | | 证券公司及其境内分支机构经营的业务应当经国务院证券监督管理机构批准，不得经营未经批准的业务。 |
| Article 41 The self-support securities business that securities companies may operate shall be limited to trading the legally publicly offered stocks, bonds, tickets, securities investment funds or other securities recognized by the securities regulatory agency of the State Council. | | 2个以上的证券公司受同一单位、个人控制或者相互之间存在控制关系的，不得经营相同的证券业务，但国务院证券监督管理机构另有规定的除外。 |
| Article 42 A securities company shall use its real-name self-support securities account to operate the self-support securities business. | | |
| The self-support securities account shall be filed with the stock exchange for archival purpose within three trading days from the date when the account is opened. | | 第二十七条 证券公司应当按照审慎经营的原则，建立健全风险管理与内部控制制度，防范和控制风险。 |
| Article 43 A securities company may not conduct any of the following behaviors when operating the self-support securities business: | | 证券公司应当对分支机构实行集中统一管理，不得与他人合资、合作经营管理分支机构，也不得将分支机构承包、租赁或者委托给他人经营管理。 |
| 1. illegally buying the securities issued by the controlling shareholder of the company or other issuer with an important interested relationship with the company; | | |
| 2. entrusting other party to trade securities in violation of the relevant regulations; | | 第二十八条 证券公司受证券登记结算机构委托，为客户开立证券账户，应当按照证券账户管理规则，对客户申报的姓名或者名称、身份的真实性进行审查。同一客户开立的资金账户和证券账户的姓名或者名称应当一致。 |
| 3. trading securities or manipulating the securities market by using inside information; or | | 证券公司为证券资产管理客户开立的证券账户，应当自开户之日起3个交易日内报证券交易所备案。 |
| 4. other behaviors banned by laws, administrative regulations or the securities regulatory agency of the State Council. | | 证券公司不得将客户的资金账户、证券账户提供给他人使用。 |
| Article 44 When engaging in the self-support securities business, a securities company shall satisfy the relevant provisions of the securities regulatory agency of the State Council in terms of the proportion of the total value of the self-support securities against the net capital of the company, the proportion of the value of one securities held by it against the net capital of the company, the proportion of the quantity of one securities held by it against the general quantity of such securities, and other risk control indicators. | | |
| Section 4 Securities Assets Management Business | | 第二十九条 证券公司从事证券资产管理业务、融资融券业务，销售证券类金融产品，应当按照规定程序，了解客户的身份、财产与收入状况、证券投资经验和风险偏好，并以书面和电子方式予以记载、保存。证券公司应当根据所了解的客户情况推荐适当的产品或者服务。具体规则由中国证券业协会制定。 |
| Article 45 A securities company may engage in the securities assets management business such as accepting the clients' entrustments and using the clients' assets to make investments, in accordance with the provisions of the Securities Law and this Regulation. The proceeds from those investments shall belong to the clients, and the losses shall be paid by the clients. The securities company may charge management fees against the clients according to the stipulations between them. | | |
| When operating the securities assets management business, a securities company shall conclude a securities assets management contract with each client, stipulating the scope of investment, proportion of investment, management term and management fees, etc. | | 第三十条 证券公司与客户签订证券交易委托、证券资产管理、融资融券等业务合同，应当事先指定专人向客户讲解有关业务规则和合同内容，并将风险揭示书交由客户签字确认。业务合同的必备条款和风险揭示书的标准格式，由中国证券业协会制定，并报国务院证券监督管理机构备案。 |
| Article 46 A securities company may not conduct any of the following behaviors when operating the securities assets management business: | | |
| 1. making a commitment to a client ensuring that the principal of the invested assets will not suffer from any losses or that a minimum income will be obtained; | | 第三十一条 证券公司从事证券资产管理业务、融资融券业务，应当按照规定编制对账单，按月寄送客户。证券公司与客户对对账单送交时间或者方式另有约定的，从其约定。 |
| 2. accepting a client's entrustment in which the value of the assets entrusted is less than the minimum value prescribed by the securities regulatory agency of the State Council; | | |
| 3. using the clients' assets for unnecessary securities transactions; | | 第三十二条 证券公司应当建立信息查询制度，保证客户在证券公司营业时间内能够随时查询其委托记录、交易记录、证券和资金余额，以及证券公司业务经办人员和证券经纪人的姓名、执业证书、证券经纪人证书编号等信息。 |
| 4. making transactions between the self-support securities account and the securities assets management account or between different securities assets management accounts, without enough evidence to prove that effective isolation measures have been taken; or | | 客户认为有关信息记录与实际情况不符的，可以向证券公司或者国务院证券监督管理机构投诉。证券公司应当指定专门部门负责处理客户投诉。国务院证券监督管理机构应当根据客户的投诉，采取相应措施。 |
| 5. other behaviors prohibited by laws, administrative regulations or the securities regulatory agency of the State Council. | | |
Article 47 Where a securities company makes collective investment with the assets of more than one client, it shall abide by laws, administrative regulations, and the relevant provisions of the securities regulatory authority of the State Council.
．．．．．． | | 第三十三条 证券公司不得违反规定委托其他单位或者个人进行客户招揽、客户服务、产品销售活动。
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