Article 1 These Regulations are formulated in accordance with the Securities Law of People's Republic of China (PRC) (hereinafter referred to as the Securities Law) and the Enterprise Bankruptcy Law of the People's Republic of China (hereinafter referred to as the Enterprise Bankruptcy Law) in order to control and dissolve the risks of securities companies, protect the legitimate rights and interests of investors and social interests, and ensure the healthy development of the securities industry.

Article 2 the State Council Securities Regulatory Authority shall organize, coordinate and supervise the risk disposal of securities companies according to law.

Article 3 The securities regulatory authority in the State Council shall establish a risk coordination and rapid response mechanism for securities companies together with the People's Bank of China, the finance department in the State Council, the public security department in the State Council, other financial regulatory authorities in the State Council and the provincial people's government.

Article 4 In the process of dealing with the risks of securities companies, the relevant local people's governments shall take effective measures to maintain social stability.

Article 5 A securities company shall ensure the normal development of securities brokerage business in the process of risk disposal.

Chapter II Closure for Rectification, Custody, Takeover and Administrative Reorganization

Article 6 When the securities regulatory authority in the State Council discovers that a securities company has major potential risks, it can send a risk monitoring on-site working group to monitor the operation and management activities of the securities company, such as fund allocation, asset disposal, personnel deployment, seal use, contract conclusion and performance, and timely notify the relevant local people's government.

Article 7 If the risk control indicators of a securities company do not meet the requirements and the rectification has not been completed within the prescribed time limit, the the State Council securities regulatory authority may order the securities company to stop part or all of its business for rectification. The period of suspension of business for rectification shall not exceed 3 months.

Where the securities brokerage business is ordered to suspend business for rectification, the securities company may entrust its securities brokerage business to a securities company recognized by the the State Council securities regulatory authority for management within a prescribed time limit, or transfer its clients to other securities companies. If a securities company fails to entrust securities brokerage business or transfer clients within the time limit, the the State Council securities regulatory authority shall transfer clients to other securities companies.

Article 8 In any of the following circumstances, the the State Council Securities Regulatory Authority may entrust a securities company to engage in securities brokerage and other businesses involving customers. If the circumstances are serious, the securities company may be taken over:

(1) Governance is chaotic and management is out of control;

(two) misappropriation of customer assets and can not make up for themselves;

(3) There have been multiple delivery defaults or a large amount of delivery defaults in the settlement of securities transactions;

(four) the risk control indicators do not meet the requirements, and a major financial crisis occurs;

(5) Other circumstances that may affect the continuing operation of the securities company.

Article 9 Where the the State Council securities regulatory authority decides to trust the securities brokerage and other customer-related businesses of a securities company, it shall select a professional institution such as a securities company to set up a trust team in accordance with the prescribed procedures to exercise management power over the customer-related businesses such as the securities brokerage of the securities company under custody.

The hosting group shall perform the following duties from the date of hosting:

(1) To ensure the normal and compliant operation of the securities brokerage business of the securities company, and advance the working capital and transaction settlement funds of customers according to regulations when necessary;

(two) take effective measures to ensure the safety of customer assets during the custody period;

(three) to check the risks of securities companies, report the emergency situation in operation to the the State Council securities regulatory agency in time, and put forward solutions.

(4) Other duties as required by the securities regulatory authority of the State Council.

The storage period generally does not exceed 12 months. If it is really necessary to continue custody after 12 months, the the State Council securities regulatory authority may decide to extend the custody period, but the longest extension shall not exceed 12 months.

Article 10 A custody securities company shall bear the custody expenses and the operating expenses during the custody period. The State Council securities regulatory authority shall review the custody fees and operating expenses during the custody period.

The custody group shall not bear the losses of the securities company under custody.

Article 11 If the the State Council securities regulatory authority decides to take over a securities company, it shall organize professionals to set up a takeover team in accordance with the prescribed procedures to exercise the management right of the taken-over securities company, and the person in charge of the takeover team shall exercise the functions and powers of the legal representative of the taken-over securities company, and the shareholders' meeting or shareholders' meeting, board of directors, board of supervisors, manager and deputy manager of the taken-over securities company shall stop performing their duties.

The takeover team shall perform the following duties from the date of takeover:

(1) to take over the property, seals, account books, documents and other materials of the securities company;

(2) To decide on the operation and management of securities companies.

(three) to ensure the normal and compliant operation of securities brokerage business of securities companies and improve the internal control system;

(4) Checking the property of securities companies, and preserving and recovering assets according to law;

(5) Control the risks of securities companies and put forward risk resolution plans.

(six) to check the illegal acts of the relevant personnel of the securities company;

(seven) other duties required by the the State Council securities regulatory authority.

The take-over period generally does not exceed 12 months. If it is really necessary to continue the takeover after 12 months, the the State Council securities regulatory authority may decide to extend the takeover period, but the longest extension shall not exceed 12 months.

Article 12 A securities company with significant risks but meeting the following conditions may directly apply to the securities regulatory authority in the State Council for administrative reorganization:

(1) The financial information is true and complete;

(two) the provincial people's government or relevant parties to give support;

(3) The rectification measures are specific and there are feasible rectification plans.

A securities company that has been suspended for rectification, custody or takeover may also apply to the securities regulatory authority in the State Council for administrative reorganization if it meets the conditions specified in the preceding paragraph.

The State Council securities regulatory authority shall make a decision of approval or disapproval within 30 working days from the date of accepting the application for administrative reorganization; If it is not approved, it shall explain the reasons.

Article 13 A securities company may carry out administrative restructuring through capital injection, equity restructuring, debt restructuring, asset restructuring, merger and acquisition, etc.

The time limit for administrative reorganization generally does not exceed 12 months. 12 months later, if the administrative reorganization has not been completed, the securities company may apply to the the State Council securities regulatory authority to extend the administrative reorganization period, but the longest extension period shall not exceed 6 months.

The State Council Securities Regulatory Authority coordinates and guides the administrative reorganization of securities companies.

Article 14 The the State Council Securities Regulatory Authority shall make an announcement on the decision of a securities company to suspend business for rectification, custody, takeover and administrative reorganization, and post the announcement on the business premises of the securities company that has been disposed of.

The disposal decision includes the name, disposal measures, reasons and scope of the securities company to be disposed of.

The announcement date of the disposal decision is the disposal date, and the disposal decision shall take effect from the time of announcement.

Article 15 Where a securities company is ordered to suspend business for rectification, custody, takeover or administrative reorganization, its creditor-debtor relationship will not change due to the disposal decision.

Article 16 After the securities company is closed for rectification, custody, takeover or administrative reorganization, it can resume its normal operation with the approval of the securities regulatory authority in the State Council.

Article 17. If a securities company fails to meet the normal operating conditions within the prescribed time limit after suspension of business for rectification, custody, takeover or administrative reorganization, but it can pay off its due debts, the the State Council securities regulatory authority shall revoke its securities business license according to law.

Article 18 A securities company whose securities business license has been revoked shall stop its securities business and transfer its customers to other securities companies on the principle of voluntary customers. In the process of resettlement, all parties concerned shall take necessary measures to ensure the normal securities trading of customers.

If a securities company whose securities business license has been revoked fails to resettle its clients, the the State Council securities regulatory authority may set up an administrative liquidation group to clean up accounts, resettle clients and transfer securities assets.

Chapter III Cancellation

Article 19 If a securities company is under any of the following circumstances at the same time, the the State Council securities regulatory authority may directly cancel the securities company:

(a) the circumstances of illegal business operations are particularly serious and there are huge business risks;

(two) unable to pay off the debts due, and the assets are not enough to pay off all the debts or obviously lack the solvency;

(3) Need to use the Securities Investor Protection Fund.

Article 20 If a securities company fails to meet the normal operating conditions within the prescribed time limit after suspension of business for rectification, custody, takeover or administrative reorganization, and the circumstances specified in Items (2) and (3) of Article 19 of these Regulations exist, the the State Council securities regulatory authority shall cancel the securities company.

Article 21 When the securities regulatory authority in the State Council cancels a securities company, it shall make a decision to cancel it, and select professional institutions such as law firms and accounting firms to set up an administrative liquidation team in accordance with the prescribed procedures to carry out administrative liquidation of the securities company.

The revocation decision shall be announced, and the date of announcement of the revocation decision shall be the date of disposal, and the revocation decision shall take effect from the time of announcement.

Before the implementation of these regulations, the the State Council securities regulatory authority has carried out administrative liquidation of securities companies, and the date of announcement of administrative liquidation is the disposal date.

Article 22 During the administrative liquidation, the person in charge of the administrative liquidation team shall exercise the functions and powers of the legal representative of the revoked securities company.

The administrative liquidation group shall perform the following duties:

(1) To manage the property, seals, account books, documents and other materials of securities companies;

(2) Clearing accounts, verifying assets and liabilities, and registering creditor's rights that meet the requirements of the state;

(three) to assist in screening, confirming and purchasing the creditor's rights that meet the requirements of the state;

(four) to assist the securities investor protection fund management institution to make up for the customer's transaction settlement funds;

(five) according to the principle of voluntary placement of customers;

(6) Transfer of securities assets.

(seven) other duties required by the the State Council securities regulatory authority.

The securities assets mentioned in the preceding paragraph refer to the computer information management system, trading system, communication network system, trading seats and other assets necessary for a securities company to maintain its normal securities brokerage business.

Article 23 The shareholders' meeting or shareholders' meeting, board of directors, board of supervisors, manager and deputy manager of a revoked securities company shall stop performing their duties.

During the period of administrative liquidation, the shareholders of the revoked securities company shall not organize liquidation or participate in administrative liquidation on their own.

Article 24 During the period of administrative liquidation, the securities brokerage business and other businesses involving customers of the cancelled securities company shall be managed by the the State Council Securities Regulatory Authority in accordance with the prescribed procedures.

Article 25 If the assets, personnel, finance or business of the affiliated company established or actually controlled by a securities company are mixed with the revoked securities company, it shall be included in the administrative liquidation scope after being examined and approved by the the State Council securities regulatory authority.

Article 26 The creditor-debtor relationship of a securities company shall not be changed due to its cancellation.

Since the date when the securities company is revoked, the interest on the debt of the securities company has stopped paying.

Twenty-seventh administrative liquidation group to clean up the accounts of the revoked securities company, should be audited by an accounting firm with securities and futures related business qualifications, and reported to the the State Council securities regulatory agency for confirmation.

The administrative liquidation group shall apply to the securities investor protection fund management institution for funds to make up the customer's transaction settlement funds according to the account liquidation results approved by the the State Council securities regulatory authority.

Article 28 The administrative liquidation group shall announce the relevant matters that creditors need to register within 10 days from the date of establishment.

Creditors who meet the relevant provisions of the state shall, within 90 days from the date of announcement, declare their claims to the administrative liquidation group with relevant certification materials, and the administrative liquidation group shall register in accordance with the provisions. If the application is overdue without justifiable reasons, the registration shall not be granted.

If the registered creditor's rights are confirmed to be in line with the national acquisition regulations after screening, the administrative liquidation group shall timely apply for acquisition funds and assist in the acquisition in accordance with relevant state regulations; After screening, it is confirmed that it does not meet the national acquisition conditions, and the administrative liquidation group shall notify the reporting creditors.

Article 29 The administrative liquidation group shall transfer securities assets in institutions with securities business qualifications by public means such as bidding and public inquiry. The securities asset transfer plan shall be submitted to the the State Council Securities Regulatory Authority for approval.

Article 30 The administrative liquidation team shall not transfer assets other than securities assets, except those assets that are easy to depreciate and may suffer losses or other circumstances that really protect the interests of customers and creditors, which are approved by the the State Council securities regulatory authority.

Thirty-first administrative liquidation group shall not pay off debts alone, except in the following circumstances to protect the interests of customers and creditors:

(1) Debts arising from the administrative liquidation team's request for the other party to perform the contract that has not been fully performed by both parties;

(2) Normal expenses such as labor remuneration and social insurance premiums that should be paid to maintain normal operation;

(three) other expenses incurred by the administrative liquidation team to perform their duties.

Article 32 In order to protect the interests of creditors, with the approval of the the State Council Securities Regulatory Authority, the administrative liquidation group may apply to the people's court for liquidation of securities assets and other assets that have taken compulsory measures such as sealing up, seizure and freezing before disposal, and the funds after liquidation shall be frozen.

Thirty-third administrative liquidation expenses can be paid off from the property of the disposed securities company at any time after being audited by the the State Council Securities Regulatory Authority.

The administrative liquidation expenses mentioned in the preceding paragraph refer to the expenses required for the administrative liquidation team to manage and hand over the property of the securities company, as well as the expenses for the administrative liquidation team to perform its duties and hire professional institutions.

Thirty-fourth administrative clean-up period is generally not more than 12 months. If the administrative liquidation has not been completed for more than 12 months, the the State Council securities regulatory authority may decide to extend the administrative liquidation period, but the longest extension of the administrative liquidation period shall not exceed 12 months.

Article 35 During the period of administrative liquidation, the disposed securities company shall be exempted from the taxes prescribed by administrative regulations such as administrative fees, value-added tax and business tax.

Article 36 Where a securities company is ordered by the securities regulatory authority of the State Council to close down according to law and needs administrative liquidation, the relevant provisions of this chapter shall apply mutatis mutandis.

Chapter IV Bankruptcy liquidation and reorganization

Article 37 If a securities company is revoked or closed according to law, under the circumstances specified in Article 2 of the Enterprise Bankruptcy Law, after the administrative liquidation, the the State Council Securities Regulatory Authority or its entrusted administrative liquidation group may apply to the people's court for bankruptcy liquidation of the revoked or closed securities company in accordance with the relevant provisions of the Enterprise Bankruptcy Law.

Article 38 Where a securities company is under any of the circumstances specified in Article 2 of the Enterprise Bankruptcy Law, the the State Council securities regulatory authority may directly apply to the people's court for reorganization of the securities company.

A securities company or its creditors may, in accordance with the relevant provisions of the Enterprise Bankruptcy Law, apply to the people's court for bankruptcy liquidation or reorganization of the securities company, but they shall report to the the State Council Securities Regulatory Authority for approval in accordance with the provisions of Article 129 of the Securities Law.

Article 39 The the State Council securities regulatory authority shall revoke the securities business license of a securities company that does not need to use the securities investor protection fund before approving bankruptcy liquidation. A securities company shall, in accordance with the provisions of Article 18 of these Regulations, stop its securities business and resettle its customers.

For a securities company that needs to use the securities investor protection fund, the the State Council securities regulatory authority will not approve the application for bankruptcy liquidation of the securities company or its creditors, and will cancel the securities company and conduct administrative liquidation in accordance with the provisions of Chapter III of these Regulations.

Article 40 If the people's court decides to accept an application for reorganization or bankruptcy liquidation of a securities company, the the State Council securities regulatory authority may recommend an administrator to the people's court.

Article 41 Where a securities company goes bankrupt and liquidates, the administrator may directly register the creditor's rights that do not meet the requirements of the state for acquisition during the administrative liquidation of the securities company.

Article 42 If the people's court decides to reorganize a securities company, the securities company or the manager shall simultaneously submit a draft reorganization plan to the creditors' meeting, the the State Council securities regulatory authority and the people's court.

Article 43 Within 65,438+00 days from the date when the voting group of the creditors' meeting passes the draft reorganization plan, the securities company or manager shall apply to the people's court for approval of the reorganization plan. Where the reorganization plan involves related matters as stipulated in Article 129 of the Securities Law, the securities company or manager shall simultaneously apply to the the State Council securities regulatory authority for approval of related matters, and the the State Council securities regulatory authority shall make a decision on approval or disapproval within 15 days from the date of receiving the application.

Article 44 If part of the voting group of the creditors' meeting fails to pass the draft reorganization plan, but the draft reorganization plan meets the conditions stipulated in the second paragraph of Article 87 of the Enterprise Bankruptcy Law, the securities company or manager may apply to the people's court for approval of the draft reorganization plan. Where the draft reorganization plan involves related matters stipulated in Article 129 of the Securities Law, the securities company or manager shall apply to the the State Council securities regulatory authority for approval of related matters at the same time, and the the State Council securities regulatory authority shall make a decision on approval or disapproval within 15 days from the date of receiving the application.

Article 45 The approved reorganization plan shall be implemented by the securities company, and the manager shall be responsible for supervision. Upon the expiration of the supervision period, the administrator shall submit a supervision report to the people's court and the the State Council securities regulatory agency.

Article 46 If the relevant matters of the reorganization plan have not been approved by the securities regulatory authority of the State Council, or the reorganization plan has not been approved by the people's court, the people's court shall make a ruling to terminate the reorganization procedure and declare the securities company bankrupt.

Article 47 If the reorganization procedure ends and the people's court declares a securities company bankrupt, the the State Council securities regulatory authority shall make a decision to cancel the securities company, and the people's court shall organize bankruptcy liquidation in accordance with the provisions of the Enterprise Bankruptcy Law. Matters involving taxation shall be implemented in accordance with the provisions of the Enterprise Bankruptcy Law and the Law of People's Republic of China (PRC) Municipality on Tax Collection and Management.

If the people's court thinks that the securities company should be liquidated administratively, the securities regulatory authority in the State Council shall set up an administrative liquidation group in accordance with the provisions of Chapter III of this Ordinance, which shall be responsible for clearing accounts, assisting in identifying and purchasing creditor's rights that meet the requirements of the state, assisting the securities investor protection fund management institution to supplement the customer's transaction settlement funds, and transferring securities assets.

Chapter V Supervision and Coordination

Forty-eighth the State Council Securities Regulatory Authority shall perform the following duties when dealing with the risks of securities companies:

(a) to formulate the risk disposal plan of the securities company and organize its implementation;

(2) Sending a risk disposal site working group to supervise and guide the disposed securities company, custody group, takeover group, administrative liquidation group, manager and other institutions and personnel involved in risk disposal.

(3) Coordinating the stock exchanges, securities registration and settlement institutions and securities investor protection fund management institutions to ensure the normal securities brokerage business of the disposed securities company.

(four) to investigate and deal with the illegal acts of securities companies;

(five) to inform the public security organs and others of the suspected crimes in a timely manner, and transfer the suspected criminal cases in accordance with the relevant provisions;

(six) to inform the relevant local people's governments of the risk status of securities companies and the situation affecting social stability;

(seven) other duties required by laws and administrative regulations.

Forty-ninth securities companies in the process of risk management, found that suspected criminal cases belong to the jurisdiction of the public security organs, should be investigated and dealt with by the public security department of the State Council. The relevant local people's governments should give support and cooperation.

The public security organ shall support and cooperate with the on-site working group, administrative clean-up group and risk disposal manager who need to inquire and copy the information related to their work from the information seized by the public security organ. When a securities company enters the bankruptcy procedure, the public security organ shall transfer the frozen assets involved to the people's court that accepts the bankruptcy case according to law, and keep the necessary relevant evidential materials.

Article 50 Where the securities regulatory authority in the State Council disposes of a securities company in accordance with the provisions of Chapters II and III of these Regulations, it may apply to the people's court to suspend the civil litigation procedure or execution procedure in which the securities company and its branches are the defendants, the third party or the person subjected to execution.

If the assets, personnel, finance or business of an affiliated company established or actually controlled by a securities company are mixed with the disposed securities company, the the State Council securities regulatory authority may apply to the people's court to suspend the civil litigation procedure or execution procedure in which the affiliated company is the defendant, the third party or the person subjected to execution.

During the period when the measures specified in the preceding two paragraphs are taken, the debts of the disposed securities company shall not be paid off separately, except under the circumstances specified in Article 31 of these regulations.

Article 51 Where the disposed securities company or its related customers may transfer or conceal illegal funds and securities, or the securities company pays off its debts by itself in violation of the provisions of these Regulations, the the State Council Securities Regulatory Authority may prohibit the transfer of funds and securities from the relevant fund accounts and securities accounts.

Article 52 The people's government where the securities company and its branches are located shall, in accordance with the relevant provisions of the state, cooperate with the risk disposal work of the securities company, formulate a plan for maintaining social stability, investigate, prevent and resolve unstable factors, and maintain the normal business order of the securities company being disposed of.

The people's governments where securities companies and their branches are located shall organize the personnel of relevant units to set up individual creditor's rights screening and confirmation teams to screen and confirm the registered individual creditor's rights in accordance with state regulations.

Article 53 The securities investor protection fund management institution shall purchase creditor's rights in accordance with the provisions of the state to make up for customers' transaction settlement funds.

The securities investor protection fund management institution may check the use of the securities investor protection fund.

Article 54 The shareholders, actual controllers, creditors, relevant institutions and personnel of the disposed securities company shall cooperate with the risk disposal work of the securities company.

Article 55 The directors, supervisors, senior managers and other relevant personnel of the disposed securities company shall properly keep the property, seals, account books, documents and other materials of the securities company they use and manage, and hand them over to the custody group, takeover group, administrative liquidation group or manager as required, and cooperate with the risk disposal site working group, custody group, takeover group and administrative liquidation group in the investigation.

Article 56 The custody group, the takeover group, the administrative liquidation group and the securities companies ordered to suspend business for rectification, custody and administrative reorganization shall report their work to the the State Council securities regulatory body in accordance with regulations.

Article 57 The trusteeship group, takeover group, administrative liquidation group and their staff shall be diligent and conscientious.

Shareholders and creditors of the securities company that has been disposed of have evidence to prove that the custody group, the takeover group, the administrative liquidation group and their staff have failed to perform their duties according to law, and they may complain to the securities regulatory authority in the State Council. After investigation and verification, the the State Council securities regulatory authority shall order the custody group, takeover group, administrative liquidation group and their staff to correct or replace.

Article 58 An institution or personnel under any of the following circumstances shall not participate in the risk management of a securities company:

(1) Having received criminal punishment or being put on file for investigation;

(two) suspected of serious violations of the law is being investigated by the administrative department or has been subject to administrative punishment for serious violations of the law for less than 3 years;

(3) It is still in the forbidden period of the securities market;

(4) The internal control is weak and there are significant risks;

(5) Having an interest in matters handled by the securities company.

(six) other circumstances that are not suitable for participating in the risk management of securities companies as determined by the securities regulatory authority in the State Council.

Chapter VI Legal Liability

Article 59 If the directors, supervisors and senior managers of the securities company who have been punished bear major responsibilities, their post qualifications shall be suspended 1 to 3 years; If the circumstances are serious, the post-holding qualification and securities practice qualification shall be revoked, and the securities market may be banned in accordance with the regulations.

Article 60 If the directors, supervisors, senior managers and other relevant personnel of a punished securities company are under any of the following circumstances, they shall be fined 65,438+0 times but not more than 2 times of their annual income, and their post-holding qualifications and securities practice qualifications may be suspended; If the circumstances are serious, the post-holding qualification and securities practice qualification shall be revoked, and a fine of more than 2 times and less than 5 times of their annual income shall be imposed, and they may be banned from the securities market in accordance with regulations:

(1) refusing to cooperate with the on-site working group, trusteeship group, takeover group and administrative liquidation group to perform their duties according to law;

(2) refusing to hand over property, seals, account books, documents and other materials to the custody group, the takeover group and the administrative liquidation group;

(3) Concealing, destroying or forging relevant information, or intentionally providing false information;

(4) Concealing property or transferring or transferring property without authorization;

(five) hinder the normal operation and management order and business operation of the securities company, and induce unstable factors;

(six) other circumstances that hinder the normal work of the securities company to deal with risks.

If the controlling shareholder or actual controller of a securities company instigates directors, supervisors and senior managers to commit the illegal acts specified in the preceding paragraph, he shall be given a heavier punishment in accordance with the provisions of the preceding paragraph.

Chapter VII Supplementary Provisions

Article 61 If a securities company needs to be dissolved due to separation, merger or reasons for dissolution stipulated in the articles of association, it shall apply to the securities regulatory authority in the State Council for dissolution, and attach the reasons for dissolution and the plan for transferring securities assets, closing securities business and resettling customers. After being approved by the securities regulatory authority in the State Council, it shall be dissolved and liquidated according to law, and the liquidation process shall be supervised by the securities regulatory authority in the State Council.

Article 62 The risk disposal of a futures company shall be implemented with reference to the provisions of these Regulations.

Article 63 These Regulations shall come into force as of the date of promulgation.