Provisions on Issues Relevant to the Regulation of Controlling Interests and Equity Interests in Futures Companies
关于规范控股、参股期货公司有关问题的规定
The number of futures companies in which one entity has a controlling interest or equity interest may not exceed two, and the number of futures companies in which it has a controlling interest may not exceed one.
(Issued by the China Securities Regulatory Commission on May 22 2008 and effective as of June 1 2008.)
(中国证券监督管理委员会于二零零八年五月二十二日公布，自二零零八年六月一日起施行。)
Announcement of the CSRC [2008] No.24
With a view to further clarifying regulatory requirements in respect of the shareholders of futures companies, rationalizing the equity relationships of futures companies, promoting the quality and strengthening of futures companies and guarding against problems such as the transmission of risks and the illegitimate conveyance of gains between controlling shareholders and futures companies and between affiliated futures companies, we, pursuant to relevant provisions such as the PRC Company Law, the Regulations for the Administration of Futures Trading and the Measures for the Administration of Futures Companies (Order of the CSRC No.43), hereby issue the following provisions on issues relevant to controlling interests and equity interests in futures companies:
证监会公告 [2008] 24号
1. At present, the number of futures companies in which one entity has a controlling interest or equity interest may not exceed two, and the number of futures companies in which it has a controlling interest may not exceed one (for the criteria on determining a controlling interest or equity interest in a futures company, see the appendix).
2. If the equity structure of an existing futures company and the controlling interest or equity interest in a futures company of a relevant investment entity do not comply with the provisions of the preceding Article, rectification shall be carried out forthwith and the regulatory requirements shall be satisfied within two years from the date of implementation hereof.
为进一步明确对期货公司股东的监管要求，理顺期货公司股权关系，促进期货公司做优做强，防止控股股东与期货公司以及关联期货公司之间出现风险传递、不当利益输送等问题，根据《中华人民共和国公司法》、《期货交易管理条例》及《期货公司管理办法》（证监会令第43号）等有关规定，现就控股、参股期货公司的有关问题规定如下：
3. These Provisions shall be effective as of June 1 2008.
Appendix:
一、现阶段，同一主体控股和参股期货公司的数量不得超过2家，其中控股期货公司的数量不得超过1家（控股、参股期货公司的认定标准见附件）。
Criteria for the Determination of Controlling Interests and Equity Interests in Futures Companies
1. Controlling Interest in a Futures Company
二、现有期货公司的股权结构及相关投资主体控股、参股期货公司的行为不符合前条规定的，应当及时整改，并在本规定施行之日起2年内达到监管要求。
(1) The capital contribution by an entity accounts for at least 50% of the total capital contributions to the futures company.
(2) Although the percentage accounted for by an entity's capital contribution is less than 50%, the voting rights attaching to such capital contribution are sufficient to materially affect resolutions of the shareholders' meeting of the futures company.
三、本规定自2008年6月1日起施行。
(3) Although the percentage accounted for by an entity's capital contribution is less than 50%, the voting rights actually controlled by the entity by way of an investment relationship, agreement or other arrangement are sufficient to materially affect resolutions of the shareholders' meeting of the futures company, or the entity is able to decide the appointment of at least half of the members of the board of directors of the futures company.
(4) Although the entity is not a shareholder of the futures company, it is nonetheless able to actually control the acts of the company by virtue of an investment relationship, agreement or other arrangement.
附件：
(5) Another circumstance as determined by the China Securities Regulatory Commission.
The phrase “sufficient to materially affect resolutions of the shareholders' meeting of the futures company” in Items (2) and (3) above means the ability to cause or block the adoption by the shareholders' meeting of resolutions on the matters specified in Article 38 of the PRC Company Law or other motions submitted by shareholders and being considered by the shareholders' meeting of the futures company.
控股、参股期货公司的认定标准
2. Equity Interest in a Futures Company
The term “equity interest” means directly holding equity in a futures company where such holding does not constitute a controlling interest therein, or not directly holding equity in a futures company, but indirectly holding equity therein by virtue of an investment relationship, agreement or other arrangement.
一、关于控股期货公司
3. Circumstances Not Included in the Calculation of the Number of Futures Companies in Which an Entity Has a Controlling Interest or Equity Interest
(1) Directly or indirectly holding less than 5% of the equity of a futures company.
（一）出资额占期货公司出资总额50%以上的；
(2) A controlling interest or equity interest in a futures company by virtue of direct or indirect equity holding in a securities company by the entity.
(3) Another circumstance as determined by the China Securities Regulatory Commission.
clp reference:3700/08.05.22prc reference:证监会公告 [2008] 24号promulgated:2008-05-22effective:2008-06-01（二）出资额的比例虽然不足50%，但依其出资额所享有的表决权已足以对期货公司股东会的决议产生重大影响的；
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