China Securities Regulatory Commission

Order of China Securities Regulatory Commission

No. 24

The Measures for the Administration of Senior Managers of Securities Companies, which were deliberated and adopted at the 93rd executive
meeting of the chairman of China Securities Regulatory Commission on June 4, 2004, are hereby promulgated and shall go into effect
as of November 15, 2004.

Chairman, Shang Fulin of China Securities Regulatory Commission

October 9, 2004

Measures for the Administration of Senior Managers of Securities Companies

Chapter I General Provisions

Article 1

With the view of regulating the administration of senior managers of securities companies, promoting the formation of professional
management contingents in securities industry, and improving business management level of securities companies, and protecting the
lawful rights and interests of investors, the present Measures are formulated according to the Securities Law, the Company Laws,
the Decision of the State Council on the Decision of the State Council about Setting Administrative Licensing for the Administrative
Examination and Approval Items To Be Preserved Setting Administrative Licensing For the Administrative Examination and Approval Projects
Necessary To Be Preserved and other laws and administrative regulations .

Article 2

The “senior managers of securities companies” (hereinafter referred to as SM) mentioned in the present Measures shall refer to persons
who have leadership duty to make decisions, operate business and manage the company, namely, the chairman of the board, vice chairman
of the board, supervisor, general manager, vice general manager, person in charge of finance of the company, responsible person for
compliance with regulations of the company and the persons who actually perform the aforesaid functions.

Article 3

A securities company shall select and engage persons who have obtained the qualification for assuming the posts of SMs of the securities
company (hereinafter referred to as the SM qualification) to assume the office of SMs. No person failing to obtain the SM qualification
may assume the office of SMs.

The SM qualification shall be subject to the approval of China Securities Regulatory Commission (hereinafter referred to as the CSRC)
according to law.

Article 4

The SMs shall observe laws, administrative regulations and the provisions of the CSRC, comply with the articles of association of
the company and the industry criterion, scrupulously abide by good faith, keep prudent and diligent and faithfully perform their
duties.

Article 5

The CSRC shall make supervision and administration on the SMs according to law.

The Securities Association of China and the stock exchanges shall make management on the SMs according to laws, administrative regulations,
provisions of the CSRC and the self-disciplinary rules.

Chapter II Qualification for Holding a Post

Article 6

When applying for such SM qualifications as the board chairman, vice chairman of the board and the supervisor, the applicant shall
meet the following conditions:

1.

Having engaged in securities work for more than three years, or work in fields of finance and law or as accountant for more than five
years, or work in economic field for more than ten years;

2.

Having passed the test on qualification level as approved by the CSRC;

3.

Having the educational background of graduate of college or university or above;

4.

Being honest and keeping faith, having good professional ethics and no bad records within the past five years;

5.

Knowing well the relevant legal knowledge on business management of securities companies, and having abilities of the business management
and the organization and coordination that are necessary for performing the function of SM;

6.

Having no circumstances that prohibit him from holding the post of SM and from being the practicing personnel by laws and administrative
regulations such as the Company Law and Securities Law; and

7.

Other conditions as prescribed by the CSRC.

Article 7

When applying for such SM qualifications as the general manager, vice general manager, person in charge of finance and responsible
person for compliance with regulations, the applicant shall satisfy the following conditions in addition to those as prescribed in
items from the second to the sixth of Article 6 of the present Measures:

1.

Having obtained the qualification for practice in securities industry;

2.

Having engaged in securities work for more than three years or in field of finance e for more than five years; and

3.

Having held posts of department responsible persons or above in such financial institutions as securities, funds, futures, banks,
insurance and etc. for not less than two years, or having work experiences of management of the equivalent posts.

The board chairman or vice board chairman who exercises the business management powers of a company shall meet the conditions for
holding the post as prescribed in this Article.

Article 8

When applying for the SM qualification, the applicant shall be recommended by two SMs currently holding the posts for more than one
year, and submit the written recommendation opinions from them.

Article 9

An applicant shall submit the following application documents to the CSRC when applying for the SM qualification:

1.

The application form for the SM qualification;

2.

The recommendation opinions of two persons making the recommendation.

3.

The audit report on his leave-post issued by the entity where he once held the post, the appraisal opinions issued by the entity/entities
where he once held the post in the past three years and the supervision opinions issued by the supervision department of the financial
institution he once held the post in the past five years on the conditions concerning the practice experiences of the applicant and
whether he has ever been punished or had any bad records, etc.;

4.

The copy of the identity certificate;

5.

Copies of certificate of educational background, certificate of qualification on securities practice, conformity certificate for qualification
level testing and certificate of professional qualification;

6.

The legal opinion paper issued by law firms; and

7.

Other materials prescribed by the CSRC.

The recommendation opinions, the audit report for leaving the post, the appraisal opinions and the supervision opinions as prescribed
in the second item and third item of the preceding paragraph shall be mailed to the CSRC and the detached office at the place of
residence of the applicant by the entity or individual that issues the opinions as an agent, and other application documents shall
be submitted to the detached office of the CSRC at the residence of the applicant for putting on records concurrently.

Article 10

The recommendation opinions issued by the person making the recommendation shall focus on the statement of complexion such as the
individual morality of the applicant, his observance of laws and disciplines, vocational level and management ability and shall clearly
express the recommendation opinion.

Article 11

The detached offices of the CSRC shall make examination on the materials for putting on records within 10 workdays as of the date
of receiving them, and review and talk with the applicant, as well as submit the examination opinions and the working paper on the
review and talk to the CSRC.

Article 12

The CSRC shall make acceptance and examination on the application materials according to law and make decision on administrative licensing.
If the application meets the conditions, the licensing shall be granted and the certificate of SM qualification shall be issued.

The CSRC may check the morality, working ability and working experiences of the applicant through ways such as review and talk.

Article 13

Where any applicant applies for the SM qualification by disguising the relevant conditions or providing false materials, the CSRC
shall reject the application or not approve the application for assuming the post and the applicant is prohibited to reapply for
the SM qualification within one year. Where any applicant obtains the SM qualification by cheating or bribery or other malfeasance
means, the applicant may not reapply the SM qualification within 3 years.

Article 14

The board of directors of a securities company shall sign engagement agreements with the engaged the general manager, the vice general
manager, the person in charge of finance and the responsible person of compliance with regulations, and make stipulations on terms
of the duty, the examination on performance, reasons for dismissal, rights and obligations of both parties, liabilities for breach
of contract and etc..

Article 15

Where a securities company selects and engages an SM, it shall submit the following archival-filing materials for assuming the post
to the CSRC and its detached offices at the place of registration of the company and the residence of the SM within 5 workdays from
the date when the decision on engagement is made:

1.

The archival-filing report for holding the post of SM, which includes the duty and the scope of functions of the engaged SM;

2.

The documents of decision on engagement and the engagement agreement;

3.

The letter of commitment signed by the engaged SM for making management in good faith; and

4.

Other materials prescribed by the CSRC.

Article 16

The CSRC shall check up the archival-filing materials for holding the post of SMs according to law. In case the procedures for assuming
the post of SM do not comply with the provisions, the CSRC shall order the company where the SM assumes the post to make correction.

Article 17

In case any SM has any of the following circumstances, his SM qualification shall be invalidated automatically:

1.

Having circumstances that prohibit him from assuming the office of the director, supervisor or manager as prescribed by the Company
Law and the Securities Law;

2.

Being subject to criminal punishments;

3.

Failing to hold the post of SM in any securities company within 5 years as of the date of obtaining the SM qualification;

4.

Being liable for the entrusted custody, the administrative taken-over, the revocation or the charge of closing the securities company
where he assumes the post due to grave actions in violation of laws and regulations;

5.

Failing to take part in the annual examination as required; or

6.

Other circumstances prescribed by the CSRC.

Chapter III Fundamental Behavior Criterions

Article 18

The SM shall earnestly perform duties as prescribed by laws and the company constitution, promote the company to establish and improve
internal control and the risk management system, ensure the effective implementation of the relevant systems, maintain the effective
operation of the control system and bear the leadership liabilities for actions in violation of laws and regulations in the business
that he is in charge of.

Article 19

The SM shall exercise duty in accordance with the provisions of the company constitution and may not authorize any person who fails
to obtain the SM qualification to make exertion of the authorities as a representative.

Article 20

The SM shall refuse to perform any instruction or authorization of any institution or individual that infringes upon the interests
of the company or the lawful rights and interests of any customer. Once discovering any action in violation of laws and regulations
that infringes upon the lawful rights and interests of any customer, the SM shall report to the detached office of the CSRC at the
place of registration of the company in time..

The CSRC shall protect the lawful rights and interests of any SM who suffers from unjust treatment due to lawful performance of duties
and earnestly maintaining the customers’ interests.

Article 21

No SM may accept or take bribery or obtain other illegal incomes by making use of his authority, or embezzle the assets of the company
or any customer, or make loans to others of the capital of the company or any customer, or provide guaranty for the debts of the
company, shareholders of the company or other institutions as well as individuals by using any customers’ assets.

Article 22

The general manager, vice general manager, person in charge of finance, and the responsible person of compliance with regulations
may not hold another post concurrently in other profit-making entities except the equity-shared companies of the securities company
or undertake other business activities apart from his own work.

Chapter IV Supervision and Administration

Article 23

Where any person who has obtained the SM qualification and practices in a securities company has any of the following circumstances,
the company shall report to the detached office of the CSRC at its registration place within 5 workdays from the date of such occurrence
and explain the reasons:

1.

Being subject to a criminal punishment and an administrative punishment;

2.

Being put on records for investigation by the administrative or judicial department;

3.

Being subject to the punishment of any self-disciplinary management institution;

4.

Being deposed or punished by the company;

5.

Failing to perform duties due to resignation, leaving job, losing capacity of civil behavior or other reasons; or

6.

Other circumstances that may influence his normal performance of duties or qualification for holding the post.

Where any person, who has obtained the SM qualification but does not practice in a securities company, is subject to the aforesaid
circumstances, he shall report it to the detached office of the CSRC at its residence within 5 workdays from the date of such occurrence
and explain the reason. The person making the recommendation shall urge the person recommended making report in time. In case the
person making the recommendation finds that the recommended person fails to report in time, he shall report to the detached office
of the CSRC at the place of residence of the person being recommended within 15 workdays from the date of occurrence.

Article 24

Where there is any adjustment on division of responsibilities of SMs, the company shall report to the CSRC and the detached office
of the CSRC at the place of registration of the company.

Article 25

In case the board chairman of any securities company is unable to perform his duties or the post of board chairman becomes vacant,
the vice board chairman or other directors who have the SM qualification shall perform the duty of the board chairman in accordance
with the Company Law and the provisions of the articles of associations of the company.

In case the general manager of a securities company is unable to perform his duties or the post of the general manager becomes vacant,
the board of directors shall decide to have another SM of the company to perform his duty as an agent within 15 workdays.

The time for performing the duty as an agent may not exceed 90 days, unless it is specified differently by laws and administrative
regulations.

Article 26

Where any securities company or any SM is suspected of any serious action in violation of laws and regulations and is under investigation
of the administrative or judicial department, the board of directors of the company shall suspend the duty of the relevant SMs.

Where any of the following circumstances occurs in any securities company, the CSRC may order the board of directors of the company
to change the SM within a prescribed time limit or designate another person to perform the duty of SM temporarily:

1.

The company has major business risk and fails to implement effective control and dissolving measures;

2.

The SM fails to perform his duties according to law;

3.

The SM fails to fulfill the duties diligently, which results in or may result in the occurrence of great risks or hidden trouble of
risks of the company; or

4.

Other circumstances as determined by the CSRC according to the principle of prudent supervision.

Article 27

Where a securities company changes its board chairman or general manager, it shall go through formalities for alteration of the license
for securities business operation within 15 workdays from the date when the CSRC approves the holding of the post.

Article 28

The CSRC shall make annual examination on the work of any SM and his observance of laws and compliance with regulations.

The SM shall, from the second year of holding the post, submit the annual examination form signed with the opinions of the securities
company to the detached office of the CSRC at the place of registration of the company within the first quarter of each year.

The SM who has obtained the SM qualification but has not held the post in a securities company shall, from the next year after obtaining
the qualification for holding the post, submit the annual examination form signed with the opinions by the two persons who have recommended
him to the detached office of the CSRC at his residence place within the first quarter of each year.

Article 29

The detached offices of the CSRC shall complete the annual examination on the SMs before June 30 each year and submit the result of
examination to the CSRC.

Article 30

The persons who have obtained the SM qualification shall take part in vocational training organized by the Securities Association
of China or other institutions approved by the CSRC.

Article 31

Where any SM leaves his post, the company shall make audit on leave-post immediately to him and submit the audit report to the CSRC
and its detached office at the place of registration of the company for archival filing within 60 days from the date when the SM
leaves his post. The audit report on leave-post shall include the following contents:

1.

The fundamental conditions of the business such as the scale, profits and losses and assets quality;

2.

Conditions of the internal control and the effectiveness of risk control on the business;

3.

The compliance circumstances with the regulations of the business he is in charge of, including whether there have occurred any major
acts in violation of laws and regulations within the scope of his duty and the liabilities that shall be burdened by himself; and

4.

The audit conclusion.

The audit for leaving the post of the chairman of the board or of the general manager of a securities company and that of the SM who
is dismissed of duties due to acts in violation of laws and regulations shall be handled by the accountant firms that have the qualification
of relevant securities business through the entrustment of the supervisory board of the company.

Article 32

No SMs may hold a post in any other securities company during the period of being audited for leaving his post.

Article 33

Under any of the following circumstances, the CSRC and its detached office may issue a warning letter to or make a supervision talk
with the SM directly liable or having leadership liability:

1.

The securities company or the SM himself is suspected of violating laws, administrative regulations or the provisions of the CSRC;

2.

There is major hidden trouble in the corporate governance structure and internal control of the securities company;

3.

The SM does not keep his promise; or

4.

The financial indexes of the securities company do not comply with the risk monitoring indexes as prescribed by the CSRC.

Article 34

Where a securities company is subject to the disciplinary punishment by the Securities Association of China and the securities exchanges
and other self-disciplinary organizations, or is subject to an administrative punishment by the administrative departments of taxation,
audit or industry and commerce, it shall report in written form the reasons for the punishment and penalties and the list of names
of the SMs who shall assume leadership liabilities to the detached office of the CSRC at the registration place within 10 workdays
from the date of occurrence of such facts.

Article 35

In case any SM has any of the following circumstances, the CSRC may determine recognize him as an improper person:

1.

Being issued warning letters or supervision talks having been made with him for three times accumulatively by the CSRC;

2.

Having been subject to disciplinary punishments for three times accumulatively by self-disciplinary organizations;

3.

Having leadership liability for the disciplinary punishment or administrative punishment imposed on the company for 5 times accumulatively;

4.

There being evidences proving that he is lack of professional competency, and fails to do well the management work or goes against
his commitment;

5.

Failing to effectively implement the relevant systems concerning the corporate governance and the internal control;

6.

Being absent without leave;

7.

Being liable for the business risks occurred in the company or acts in violation of laws and regulations as showed in the audit report
for leaving his post;

8.

Authorizing any person who does not have the SM qualification or whose SM qualification is invalidated or any improper person elected
to exercise power as his representative;

9.

Determining the person who is to perform the duties as a representative in violation of the provision of Article 25 of the present
Measures;

10.

Concealing or failing to report acts in violation of laws and regulations or major business management liabilities of other SMs of
the company;

11.

Refusing to provide relevant supervision information to the CSRC or other circumstances under which he does not cooperate in the supervision;
or

12.

Violating the provision of Article 22 of the present Measures.

In case the CSRC plans to determine any relevant SM to be an improper person elected, it shall notify the company and the person himself
before sending a letter of suggestion on improper person selected to the securities company. The SM may put forward written statement
to appeal to the CSRC within 10 workdays as of the date of receiving the letter of suggestion.

Article 36

A securities company shall exempt the person selected from the post of an SM within 10 workdays from the date when it receives the
letter of suggestion of the CSRC on determination that he is not proper, and shall report the removal in writing to the CSRC and
its detached office at the registration place of the company within 15 workdays from the date of receiving the suggestion letter.

No securities companies may select or engage a person who is determined as an improper person selected by the CSRC to hold the post
of an SM within two years after the determination.

Article 37

Where any SM is dismissed of his duty due to the invalidity of the SM qualification or being determined as an improper person selected,
he shall cooperate with the company to complete the handover of work and accept the audit for leaving his post.

Article 38

Where the CSRC determines that a person recommended is an improper person selected or the person is revoked or suspended of qualification
for holding the post within one year from the date when the person making recommendation signs the recommendation opinions, the CSRC
shall not accept the recommendation opinions of the person who makes the recommendation or the annual examination form signed with
his opinions from the date when making the decision on revocation and suspension.

Article 39

Where any securities company violates the provisions of the present Measures, the CSRC shall charge the company to make rectification
and correction. During the period of rectification and correction, the CSRC may suspend acceptance or examination of such application
matters concerning the operation qualifications and newly established institutions of the company.

Article 40

The CSRC shall establish an SM database to record contents of the persons who have obtained the SM qualification such as the identity
information, information on qualification for holding the post, practicing acts, conditions of law violation and discipline violation
and etc..

The CSRC may throw daylight on the relevant information concerning the SMs by taking proper means.

Chapter V Legal Liability

Article 41

Where any SM of a securities company violates laws, administrative regulations and the provisions of the CSRC and shall be subject
to the administrative punishment according to law, he shall be punished according to relevant provisions. In case he is suspected
of committing a crime, he shall be transferred to the judicial organ and subject to criminal liability.

Article 42

Where any applicant applies for the SM qualification by concealing the relevant conditions or providing false materials, he shall
be given warnings.

Where anyone obtains the SM qualification by cheating, bribery or other malfeasance means, he shall be revoked of the qualification
for holding the post and be fined less than 30,000 Yuan.

Article 43

In case anyone has any of the following circumstances, he shall be ordered to make correction, and the company and the SM who is liable
shall be given warnings singly or concurrently and be fined less than 30,000 Yuan. If the circumstances are serious, the relevant
operation qualification of the company shall be suspended within 6 months, and the SM who is liable shall be given warnings, suspended
or revoked of the SM qualification:

1.

In the company occurs a greater business risk, major economic loss or occur major cases of financial crime;

2.

Impairing the lawful rights and interests of customers;

3.

Providing false information or concealing major matters c to the CSRC;

4.

Failing to make rectification as required by the CSRC or the rectification is not effective;

5.

Failing to perform duties of reporting and archival filing as required; or

6.

Failing to make audit on SMs as required when they leave the post.

Article 44

Where anyone violates the provision of Article 22 of the present Measures, he shall be ordered to make correction, given warnings
singly or concurrently, or fined less than 30,000 Yuan. If the circumstance is serious, his SM qualification shall be suspended or
revoked.

Chapter VI Supplementary Provisions

Article 45

The persons who have obtained the SM qualification before the implementation of the present Measures shall apply for the SM qualification
certificates within the time limit prescribed by the CSRC.

Article 46

The present Measures shall come into force as of November 15, 2004.