China Securities Regulatory Commission, Working Guidelines for the Filing of Changes of Shareholders of Securities Companies with Less than 5% of Equity

Promulgated: May 9 2008

Main Contents: Where there is to be a change of a shareholder that holds less than 5% of a securities company's equity, the securities company shall file the documents specified in the Guidelines to the securities regulatory bureau at the place of registration in advance (Article 1). The securities regulatory bureau shall review the submitted documents and pay particular attention to the following issues:

(1) The equity structure of the equity transferee shall be disclosed to the ultimate equity interest holder, and the equity transferee's affiliated relationships with other shareholders and its relationships with persons acting in concert shall be fully disclosed. The securities company may not circumvent the review of the qualifications of shareholders with a shareholding of 5% or more by not disclosing its de facto control over several shareholders with less than 5% of company equity. The securities company's equity may not be indirectly held by any overseas organisation without approval.