Administrative Measures for the Post-holding Qualifications of Directors, Supervisors and Senior Managers of Futures Companies

Administrative Measures for the Post-holding Qualifications of Directors, Supervisors and Senior Managers of Futures Companies Order No. 47 of China Securities Regulatory Commission The Administrative Measures for the Post-holding Qualifications of Directors, Supervisors and Senior Managers of Futures Companies, which were deliberated and adopted at the 207th chairmen's executive meeting of China Securities Regulatory Commission, are hereby promulgated for effect as of the date of promulgation. Chairman of China Securities Regulatory Commission Shang Fulin July 4, 2007 Administrative Measures for the Post-holding Qualifications of Directors, Supervisors and Senior Managers of Futures Companies Chapter I General Provisions Article 1 These Measures are enacted according to the Company Law and the Regulation on the Administration of Futures Transactions for the purpose of strengthening the administration of post-holding qualifications of directors, supervisors and senior managers of futures companies, regulating the operation of futures companies, and preventing operating risks. Article 2 The administration of post-holding qualifications of directors, supervisors and senior managers of futures companies shall be governed by these Measures. The “senior managers” as mentioned in these Measures refers to the general manager, deputy general managers, chief risk officer (hereinafter referred to as “management personnel”), person in-charge of finance, person in-charge of business department and other persons actually fulfilling the aforesaid duties in a futures company. Article 3 Directors, supervisors and senior managers of futures companies shall, before holding posts, obtain the post-holding qualification as approved by China Securities Regulatory Commission (hereinafter referred to as the CSRC). No futures company may appoint any person without the post-holding qualification to be the director, supervisor or senior manager. Article 4 Directors, supervisors and senior managers of futures companies shall abide by laws, administrative regulations and CSRC provisions, observe self-discipline criteria, guild standards and articles of association, be scrupulously faithful and diligent. Article 5 The CSRC will supervise and administrate the directors, supervisors and senior managers of futures companies. The CSRC attached offices will, according to these Measures and the authorization of the CSRC, supervise and administrate the directors, supervisors and senior managers of futures companies. The China Futures Association and the futures exchanges shall carry out self-disciplinary management of the directors, supervisors and senior managers of futures companies. Chapter II Requirements for Post-holding Qualifications Article 6 To apply for the post-holding qualification of directors, supervisors or senior managers of futures companies, one shall have the quality of being honest and trustworthy, good professional ethics as well as the operation and management capacity necessary for the fulfillment of duties. Article 7 To apply for the post-holding qualification of directors or supervisors other than the board chairman, chairman of the board of supervisors and independent directors, one shall: 1. have engaged in futures, securities, other financial business, legal or accounting business for more than three years, or economic management for more than five years; and 2. have a college diploma or higher. Article 8 To apply for the post-holding qualification of independent directors, one shall: 1. have engaged in futures, securities, other financial business, legal or accounting business for more than five years, or have a senior professional title for the teaching or research in the relevant disciplines; 2. have a university diploma or above, and have obtained a bachelor's degree or above; 3. have passed the qualification examination as ratified by the CSRC; and 4. have the time and energy necessary for the fulfillment of duties. Article 9 None of the following persons may serve as an independent director of a futures company: 1. the staff members of the futures company or any of its related parties, their closely connected relatives or their major relatives or friends; 2. the persons who hold a post in any of the following institutions, their closely connected relatives or their major relatives or friends: an institution which holds or controls 5% or more shares of the futures company, the first five shareholding institutions of the futures company, or an institution which has business links or interests with the futures company; 3. the persons who have ever provided financial, legal or consultancy services to the futures company or any of its related parties, or their closely connected relatives; 4. the persons who have ever been under any of the aforesaid three circumstances in the last year; 5. the persons who hold a post in any other futures company except for independent directors; or 6. other persons as determined by the CSRC. Article 10 To apply for the post-holding qualification of the board chairman or the chairman of the board of supervisors, one shall: 1. have engaged in futures business for more than three years, or other financial business for more than four years, or legal or accounting business for more than five years; 2. have a university diploma or above, and have obtained a bachelor's degree or above; and 3. have passed the qualification examination as ratified by the CSRC. Article 11 To apply for the post-holding qualification of management personnel, one shall: 1. have the qualification of futures business; 2. have a university diploma or above, and have obtained a bachelor's degree or above; and 3. have passed the qualification examination as ratified by the CSRC. Article 12 To apply for the post-holding qualification of the general manager or the deputy general manager, in addition to the requirements provided in Article 11, one shall also: 1. have engaged in futures business for more than three years, or other financial business for more than four years, or legal or accounting business for more than five years; and 2. have been the person in-charge or a higher position of a futures company, securities company or any other financial institution for more than two years, or have the management experiences at an equivalent position. Article 13 To apply for the post-holding qualification of chief risk officers, in addition to the requirements provided in Article 11, one shall also have engaged in futures business for more than three years and have been the person in-charge of transactions, settlement, risk management or regulation compliance of the futures company for more than two years; or have engaged in futures business for more than one year and have engaged in risk management or regulation compliance of a futures company or any other financial institution for more than three years. Article 14 To apply for the post-holding qualification of the person in-charge of finance or business department, one shall: 1. have the qualification of futures business; and 2. have a university diploma or above, and have obtained a bachelor's degree or above. To apply for the post-holding qualification of the person in-charge of finance, one shall also have a professional title of accountants or above or have the qualification of certified public accountants. To apply for the post-holding qualification of the person in-charge of business department, one shall also have engaged in futures business for more than three years, or other financial business for more than four years. Article 15 The legal representative of a futures company shall have the qualification of futures practitioners. Article 16 Where a person, who has engaged in futures business for more than ten years or has been the person in-charge or a higher position of a financial institution for more than eight years, applies for the post-holding qualification of the board chairman, the chairman of the board of supervisors or the senior manager, the requirement for his education background may be relaxed to college diploma. Article 17 Where a person, who has a master's degree or above in futures, other financial field, law or accounting, applies for the post-holding qualification of directors, supervisors or senior managers, one year may be reduced from the number of years for engaging in the financial business other than futures business, legal or accounting business. Article 18 Where a person, who has held a post in a futures regulatory organ, self-disciplinary institution or any other professional regulatory post for futures supervisory functions for more than eight years, applies for the post-holding qualification of senior managers of futures companies, he can obtain the qualification of futures practitioners without examination. Article 19 Anyone who is under any of the following circumstances shall not apply for the post-holding qualification of directors, supervisors or senior managers of futures companies: 1. the circumstance provided in Article 147 of the Company Law ; 2. five years have not lapsed from the day when the person in-charge of a futures exchange, stock exchange, or securities depository and clearing institution has been removed from post due to his illegal or irregular act, or when the director, supervisor or senior manager of a futures company or securities company has been removed from post; 3. five years have not lapsed from the day when a lawyer, certified public accountant, or professional of an investment consultation institution, financial consultancy institution, credit rating institution, asset appraisal institution or appraisal institution has been disqualified due to his illegal or irregular act; 4. five years have not lapsed from the day when a staff member of a futures exchange, stock exchange, securities depository and clearing institution, securities service institution, futures company or securities company has been dismissed due to his illegal or irregular act or a state functionary has been dismissed; 5. a state functionary or any other person who shall not hold a concurrent post in the company according to laws or administrative regulations; 6. three years have not lapsed from the day when a person finishes an administrative sanction by the finance regulatory organ due to his illegal or irregular act; 7. two years have not lapsed from the day when a person is found to be unsuitable by the CSRC or its attached office; 8. the person in-charge or any directly responsible person of a financial institution or any of its branches if three years have not lapsed from the day when the financial institution or any of its branches has been ordered to stop business for rectification, to be under trusteeship, takeover or cancellatio......