Chapter VI Protection of Investors 

Article 88 When selling securities and providing services to investors, securities companies shall have a full understanding of the basic situation of investors and the relevant information of investors such as their financial status, financial assets, investment knowledge and experiences, and professional capacity according to regulations. Securities companies shall truthfully state the important contents of securities and services and fully reveal investment risks. And they shall sell securities and provide services compatible with the aforesaid situation of investors. 

When purchasing securities and accepting services, investors shall provide truthful information as set out in the preceding paragraph in accordance with the requirements specified by securities companies. Where investors refuse to provide information or fail to provide information as required, securities companies shall inform them of the consequences and shall, according to regulations, refuse to sell securities or provide services. 

Securities companies shall bear the corresponding compensatory liability where they have violated the provisions of the first paragraph of this Article and caused losses to investors.

Article 89 Investors may be divided into ordinary investors and professional investors on the basis of their asset status, financial assets, investment knowledge and experiences and professional capacity. The criteria for professional investors shall be specified by the securities regulatory authority under the State Council. 

Where an ordinary investor has a dispute with a securities company, the securities company shall prove that it has acted in compliance with the laws, administrative regulations and the regulations of securities regulatory authority under the State Council and has in no circumstances misled or cheated the investor. Where the securities company is unable to prove the above, it shall bear the corresponding compensatory liability. 

Article 90 The board of directors, independent directors, and any shareholder holding 1% or more of the voting shares of a listed company or an investor protection institution established in accordance with laws, administrative regulations or regulations of the securities regulatory authority under the State Council (hereinafter referred to as the "investor protection institution") may, as proxy solicitors, on their own initiative or by entrusting securities companies or securities service institutions, publicly request the shareholders of the listed company to entrust them to attend the general meeting of shareholders and to exercise by proxy the shareholders' rights such as making proposals and casting votes on their behalf. 

When making proxy solicitation pursuant to the provisions of the preceding paragraph, the solicitor shall reveal the solicitation documents and the listed company shall cooperate to this end. 

It is prohibited to publicly make proxy solicitation in the form of or in a disguised form of compensation. 

Where a proxy solicitation has violated the provisions of laws, administrative regulations or the relevant regulations of the securities regulatory authorities of the State Council and has caused losses to the relevant listed company or its shareholders, compensatory liability shall be borne according to law by the solicitor. 

Article 91 Listed companies shall specify the arrangement for distributing cash dividends and decision-making procedures in their articles of association and shall protect the right of return on assets of their shareholders according to law. 

Where a listed company has surplus after making up loss and withdrawing legal accumulation funds using its after-tax profit of the current year, it shall distribute cash dividends in accordance with the articles of association of the company. 

Article 92 Where a company has publicly issued corporate bonds, it shall establish a bondholders' meeting and shall specify the convening procedures and rules of the bondholders' meeting as well as other important matters in the prospectus. 

For a public offering of corporate bonds, the issuer shall engage a bond trustee for the bondholders and enter into a trust indenture. The underwriter for the current issuance or other institutions recognized by the securities regulatory authorities of the State Council shall serve as the trustee. The bondholders' meeting may make a resolution on the change of the bond trustee. The bond trustee shall act with due care and diligence and perform trustee duties fairly and shall not harm the interests of bondholders. 

Where bond issuers fail to pay bond principal and interest on schedule, the bond trustee may, as entrusted by all or part of the bondholders, initiate or participate in the trustee's name in civil lawsuits or liquidation procedures on behalf of the bondholders. 

Article 93 Where an issuer has caused losses to investors due to his fraudulent issuance, false representation or other major violation of law, the controlling shareholders and the actual controller of the issuer and the relevant securities company may entrust an investor protection institution to enter into an agreement on the issue of compensation with the investors suffering from the losses so as to make compensation in advance. Upon completion of the compensation in advance, recourse may be sought against the issuer and other persons with joint and several liability according to law. 

Article 94 Where a dispute arises between an investor and an issuer or between an investor and a securities company, both parties may apply to an investor protection institution for mediation. In case of a dispute over securities business between an ordinary investor and a securities company, the securities company shall not refuse the request for mediation raised by the ordinary investor. 

With respect to an act that damages the investors' interests, an investor protection institution may support the investors in filing lawsuits in the people's court according to law. 

Where a director, supervisor or member of senior management of an issuer has violated laws or administrative regulations or the provisions of the articles of association of a company in the course of performing corporate duties and caused losses to the company, or where a controlling shareholders or the actual controller of an issuer has infringed the legitimate rights and interests of the company and caused losses to the company, an investor protection institution which holds shares of the company may file a lawsuit in the people's court in the institution's name for the interests of the company, without being bound by the restrictions on shareholding percentage and shareholding period as provided for in the Company Law of the People's Republic of China. 

Article 95 When investors file a lawsuit for securities-related civil compensation such as false representation, if the subject matter of the lawsuit is the same type and the litigants of one party involving many people, a representative may be elected according to law to handle the litigation. 

For a lawsuit filed pursuant to the provisions of the preceding paragraph, where there may be many other investors who have the same claim, the people's court may make a public announcement about the said claim and notify the investors to register with the people's court within a specific period of time. The judgment and rulings rendered by the people's court shall take effect on the registered investors. 

Upon entrustment by 50 or more investors, an investor protection institution may represent them to participate in the litigation and shall, pursuant to the preceding paragraph, register with the people's court the investors who are identified as eligible claimants by a securities deposition and clearing institution, except for those investors who have clearly expressed their unwillingness to participate in the litigation. 

Chapter VII Securities Trading Venues 

Article 96 Stock exchanges and other national securities trading venues approved by the State Council shall provide the venue and facilities for centralized trading of securities, organize and supervise securities transactions and implement self-regulation. They shall register according to law and obtain legal person status. 

The establishment, change and dissolution of stock exchanges and other national securities trading venues approved by the State Council shall be subject to the decision by the State Council. 

The organizational structure and administrative measures of other national securities trading venues approved by the State Council shall be formulated by the State Council. 

Article 97 Stock exchanges and other national securities trading venues approved by the State Council may set up different market layers based on factors such as the type of securities, characteristics of business and size of companies. 

Article 98 Regional equity markets established in accordance with relevant regulations of the State Council shall provide the venue and facilities for the issuance and transfer of non-publicly issued securities. The specific administrative measures shall be formulated by the State Council. 

Article 99 When performing the function of self-regulation, a stock exchange shall observe the principle of giving priority to public interests and maintain a fair, orderly and transparent market. 

A stock exchange shall formulate its articles of association. The formulation and modification of the articles of association of a stock exchange shall be subject to the approval of the securities regulatory authority under the State Council. 

Article 100 A securities exchange shall include the words of “stock exchange" in its name. No any other entities or individuals shall use the words "stock exchange" or similar names. 

Article 101 The income from various charges that is at the discretion of a stock exchange shall first be used to guarantee its normal operation and the improvement of its venue and facilities. 

The accumulated gains of a stock exchange adopting the membership system shall belong to its members. And the rights and interests of the stock exchange shall be jointly enjoyed by its members. The accumulated gains of a stock exchange shall not be distributed to its members during the exchange's existence. 

Article 102 A stock exchange with membership system shall establish a board of governors and a board of supervisors. 

A stock exchange shall have a general manager, who shall be appointed and dismissed by the securities regulatory authority under the State Council. 

Article 103 Whoever is under any of the circumstance specified in Article 146 of the Company Law of the People's Republic of China or any of the following circumstances shall not assume the post as the person in charge of a stock exchange: 

(1) The persons in charge of stock exchanges or securities registration and clearing institutions, and the directors, supervisors and members of senior management of securities companies who were removed from their posts for violation of laws or disciplines, and it is less than five years since the date when one was removed from the post; or 

(2) Lawyers, certified public accountants and professionals of other securities service institutions whose licenses were revoked or whose qualifications removed for violation of laws or disciplines, and it is less than five years since the date when one's license was revoked or one's qualifications were removed. 

Article 104 Practitioners of securities trading venues, securities companies, and securities registration and clearing institutions, securities service providers and functionaries of state organs who have been discharged for violation of laws or disciplines shall not be recruited as practitioners of stock exchanges. 

Article 105 A stock exchange adopting the membership system shall only allow its members to enter into the stock exchange to participate in centralized trading. A stock exchange shall not allow any non-member to directly participate in centralized trading of stocks. 

Article 106 An investor shall enter into an entrustment agreement on securities transaction with a securities company, open an account in the securities company in his real name and entrust the securities company to purchase or sell securities on his behalf through means such as giving instructions in writing, by telephone, or via self-service terminal or the internet. 

Article 107 When opening an account for an investor, a securities company shall verify the information of identification provided by the investor according to regulations. 

Securities companies shall not provide the account of an investor to any other person for use. 

An investor shall conduct transaction by using his account opened in his real name. 

Article 108 A securities company shall, on the basis of the entrustment of its investors, submit trading declaration and participate in centralized trading on stock exchange in accordance with securities transaction rules, and shall assume the corresponding responsibilities for settlement and delivery on the basis of trading results. A securities registration and clearing institution shall conduct settlement and delivery of securities and funds with securities companies on the basis of trading results according to the rules on settlement and delivery, and shall handle securities registration and transfer procedures for customers of securities companies. 

Article 109 A stock exchange shall guarantee fair centralized trading, announce real-time quotations of securities transaction, compile and publicize securities market quotation tables for each trading day. 

The rights and interests of real-time quotations of securities transaction shall be enjoyed by the stock exchange according to law. Without permission of the stock exchange, no entity or individual shall publicize real-time quotations of securities transaction. 

Article 110 A listed company may apply to the stock exchange for suspending or resuming the trading of its listed shares but shall not abuse suspension or resumption to harm the legitimate rights and interests of investors. 

A stock exchange may suspend or resume the trading of listed shares in accordance with its business rules. 

Article 111 Where the normal course of securities transaction is affected by emergency events such as force majeure, unexpected events, major technical failure or major human error, a stock exchange may, with a view to maintaining the normal order of securities transaction and fairness of the market, take measures to deal with the situation, such as technical suspension of trading and temporary closure of the market in accordance with the business rules, and shall make a timely report to the securities regulatory authority under the State Council. 

Where an emergency event provided for in the preceding paragraph has led to significant anomaly in the securities transaction outcome and the delivery on the basis of such trading outcome would have significant impact on the normal order of securities transaction and the fairness of the market, the stock exchange may, according to the business rules, adopt measures such as canceling trading and notifying the securities registration and clearing institution to defer delivery, and shall make a timely report to the securities regulatory authority of the State Council and make an announcement to this end. 

The stock exchange shall not bear the civil liability for compensating any loss incurred by measures taken according to this Article, unless it has acted with a major fault. 

Article 112 A stock exchange shall conduct real-time monitoring and surveillance of securities transaction and shall report on abnormal trading activities in accordance with requirements of the securities regulatory authority under the State Council. 

A stock exchange may, according to its business rules and where necessary, impose trading restrictions on investors whose securities accounts are involved in major abnormal trading activities and shall make a timely report to the securities regulatory authority under the State Council. 

Article 113 A stock exchange shall strengthen its monitoring of risks in securities transaction. In the event of major abnormal market fluctuations, a stock exchange may, according to its business rules, take measures to deal with the situation, such as imposing trading restriction and compulsory suspension of trading, and shall report the matter to the securities regulatory authority under the State Council. Where the stability of the securities market is seriously affected, the stock exchange may, according to its business rules, take measures such as temporarily halting trading to deal with the situation and making an announcement to this end. 

The stock exchange shall not bear the civil liability for compensating any loss incurred by measures taken according to this Article, unless it has acted with a major fault. 

Article 114 A stock exchange shall draw a certain proportion of the transaction fees, membership fees and seat fees that it has charged to establish a risk fund. The risk fund shall be managed by the board of governors of the stock exchange. 

The specific proportion to be drawn and the use of the risk fund shall be determined by the securities regulatory authority under the State Council in collaboration with the fiscal department of the State Council. 

A stock exchange shall deposit its risk fund collected in a special account at its deposit bank and shall not use the fund without authorization. 

Article 115 A stock exchange shall formulate its listing rules, trading rules, member management rules and other relevant business rules in accordance with the provisions of laws, administrative regulations and regulations of the securities regulatory authority under the State Council and shall submit said rules to the securities regulatory authority under the State Council for approval. 

Investors engaged in securities transaction on a stock exchange shall comply with the business rules of the stock exchange according to law. Those who violate the business rules shall be subject to the disciplinary sanction or other self-regulatory measures taken by the stock exchange. 

Article 116 When performing duties related to securities transaction, the person-in-charge and practitioners of a stock exchange shall withdraw themselves should they or their relatives have an interest in the securities transactions. 

Article 117 The trading results of a transaction conducted in accordance with the trading rules formulated according to law shall not be altered, except as provided for in the second paragraph of Article 111 of this Law. Traders who have violated the business rules in a securities transaction shall not be exempted from civil liabilities. The profits gained from the illegal transaction shall be dealt with in accordance with the relevant regulations. 

Chapter VIII Securities Companies 

Article 118 The establishment of a securities company shall meet the following requirements and shall be subject to the approval of the securities regulatory authority under the State Council: 

(1) Having its articles of association in compliance with the provisions of laws and administrative regulations; 

(2) The major shareholders and the actual controller of the company have good financial position and credit records and have no record of major violation of laws or regulations in the last three years; 

(3) Having a registered capital in conformity with the provisions of this Law; 

(4) All its directors, supervisors, members of senior management and practitioners meeting with the requirements provided for in this Law; 

(5) Having complete risk management and internal control systems; 

(6) Having qualified business venues, business facilities and information technology system; and 

(7) Meeting other provisions of laws and administrative regulations as well as other requirements formulated by the securities regulatory authority under the State Council which are approved by the State Council. 

No entity or individual shall conduct securities business in the name of a securities company without the approval of the securities regulatory authority under the State Council. 

Article 119 The securities regulatory authority under the State Council shall, within six months as of the date of accepting an application for establishing a securities company, carry out examination according to statutory requirements and procedures on the basis of the principle of prudent regulation, make a decision of approval or disapproval and inform the applicant of the decision. In case of disapproval, the reasons shall be given. 

Where an application for establishing a securities company has been approved, the applicant shall, within the specified time limit, apply for registration of establishment with the authority in charge of company registration and obtain its business license. 

A securities company shall, within 15 days as of the date when it obtains its business license, apply for a permit for securities business with the securities regulatory authority under the State Council. Without a permit for securities business, no securities company shall engage in securities business. 

Article 120 Upon approval by the securities regulatory authority under the State Council and having obtained a permit for securities business, a securities company may engage in part or all of the following securities businesses: 

(1) Securities brokerage; 

(2) Securities investment consulting; 

(3) Financial advisory services relating to securities transaction or investment; 

(4) Underwriting and sponsor of securities; 

(5) Margin trading and securities lending;

(6) Market-making of securities; 

(7) Securities proprietary business; 

(8) Other securities businesses. 

The securities regulatory authority under the State Council shall, within three months as of the date of accepting an application for permission to engage in the items provided for in the preceding paragraph, examine the application in accordance with statutory requirements and procedures and make a decision of approval or disapproval and inform the applicant of the decision. In the case of disapproval, the reason shall be given. 

A securities company engaged in securities asset management shall comply with the provisions of laws and administrative regulations including the Law of the People's Republic of China on Securities Investment Funds. 

Except for securities companies, no other entity or individual shall engage in securities underwriting, securities sponsoring, securities brokerage or margin trading and securities lending. 

A securities company engaged in margin trading and securities lending shall take strict measures to avoid risks and shall not lend funds or securities to its customers in violation of regulations. 

Article 121 The minimum amount of registered capital for a securities company engaged in the businesses set out in sub-paragraphs (1) through (3) of the first paragraph of Article 120 of this Law shall be RMB 50 million. The minimum amount of registered capital for a securities company engaged in one of the businesses set out in sub-paragraphs (4) through (8) shall be RMB 100 million. The minimum amount of registered capital for a securities company engaged in two or more of the businesses set out in sub-paragraphs (4) through (8) shall be RMB 500 million. The registered capital of a securities company shall be its paid-in capital. 

The securities regulatory authority under the State Council may adjust the minimum amounts of registered capital in the principle of prudent regulation and in light of the risk ratings of different businesses, but the minimum amounts adjusted shall not be less than those specified in the preceding paragraph. 

Article 122 The alteration of securities business scope of a securities company and the change of the main shareholders or the actual controller of the company, as well as the merger, splitting, suspension from business, dissolution and bankruptcy of the company shall be subject to the approval of the securities regulatory authority under the State Council. 

Article 123 The securities regulatory authority under the State Council shall provide requirements on the net capital and other risk control indicators of securities companies. 

Except for providing margin trading and securities lending services to its customers according to regulations, a securities company shall not provide financing or guarantee to its shareholders or their associates. 

Article 124 The directors, supervisors, and members of senior management of a securities company shall be honest and upright, have good morals, be familiar with the laws and administrative regulations on securities, and have the management ability to perform their duties. The appointment and removal of the directors, supervisors, and members of senior management of a securities company shall be filed for the record with the securities regulatory authority of the State Council for the record. 

Whoever is under any of the circumstances specified in Article 146 of the Company Law of the People's Republic of China or is under any of the following circumstances shall not assume the post of director, supervisor, or member of senior management of a securities company: 

(1) The persons in charge of securities companies or securities registration and clearing institutions, or directors, supervisors or members of senior management of securities companies who were removed from their post for violation of laws or disciplines, and it is less than five years as of the date when one was removed from the post; or 

(2) Lawyers, certified public accountants and professionals of other securities service institutions whose licenses were revoked or whose qualifications were removed for violation of laws or disciplines and it is less than five years since the date when one's license was revoked or one's qualifications were removed. 

Article 125 Persons engaged in securities business of securities companies shall have good moral characters and possess the professional competency for engaging in securities business. 

Practitioners of securities trading venues, securities companies, securities registration and clearing institutions, securities service providers and functionaries of state organs who have been discharged for violation of laws or disciplines shall not be recruited as practitioners of securities companies. 

Functionaries of state organs and other personnel prohibited by the provisions of laws and administrative regulations from assuming concurrent posts in a company shall not assume concurrent posts in a securities company. 

Article 126 The state shall establish a securities investor protection fund. The securities investor protection fund shall be composed of the funds paid by securities companies and other funds raised according to law. The size of the fund as well as the measures for collection, administration and use of the fund shall be formulated by the State Council. 

Article 127 A securities company shall draw a trading risk reserve from its annual business income to cover any possible loss from securities transaction. The specific proportion to be drawn shall be determined by the securities regulatory authority under the State Council in collaboration with the finance department under the State Council. 

Article 128 A securities company shall establish and improve an internal control system and adopt effective measures of separation so as to prevent any conflict of interest between the company and its customers or among its customers. 

A securities company shall separately handle securities brokerage business, securities underwriting business, securities proprietary business, securities market-making business, and asset management and shall not mix those operations. 

Article 129 A securities company shall undertake securities proprietary business in its own name and shall not do so in the name of any other company or in the name of an individual. 

A securities company shall undertake its securities proprietary business by using its own funds and the funds lawfully raised. 

A securities company shall not lend its proprietary account to others. 

Article 130 Securities companies shall operate prudently, diligently and faithfully according to law. 

Business activities of securities companies shall correspond to their governance structure, internal control, compliance management, risk management and risk control indicators, composition of employees, etc., and shall comply with the requirements for prudent regulation and for protecting the legitimate rights and interests of investors. 

Securities companies shall have the right to operate independently according to law and their legitimate operations shall not be interfered. 

Article 131 The trading settlement funds of the customers of a securities company shall be deposited in a commercial bank and managed through the separate accounts opened in the name of each customer. 

A securities company shall not incorporate the trading settlement funds or securities of its customers into its own assets. No entity or individual shall misappropriate trading settlement funds or securities of its customers by any means. 

Where a securities company is under bankruptcy or liquidation procedures, the trading settlement funds or the securities of its customer shall not be treated as its bankruptcy assets or liquidation assets. The trading settlement funds or securities of its customers shall not be sealed, frozen, deducted or subject to compulsory enforcement, except for the settlement of its customers' own debts or under other circumstances specified by law. 

Article 132 To handle brokerage business, a securities company shall prepare a uniform letter of entrustment for securities transaction for customers. If any other way of entrustment is adopted, the record of the entrustment shall be kept. 

For a securities transaction entrusted by a customer, whether concluded or not, the record on the entrustment shall be preserved in the securities company for a specified period. 

Article 133 Upon accepting an entrustment for securities transaction, a securities company shall act as an agent to buy and sell securities pursuant to the trading rules on the basis of the name of the securities, trading quantity, bidding method and price range as are specified in the letter of entrustment and shall keep truthful records of the transaction. After a transaction is concluded, the securities company shall prepare a transaction report and deliver it to the customers according to regulations. 

In securities transaction, the statement of account confirming trading acts and the results shall be truthful to ensure the balance of securities in the book is consistent with the securities actually held. 

Article 134 To handle brokerage business, a securities company shall not accept customers' discretionary order to decide securities transaction, select securities types and determine trading quantity or price. 

Securities companies shall not allow any other person to participate directly in centralized trading of securities in the name of the securities company. 

Article 135 A securities company shall not make any promise to its customers on the proceeds generated from securities transaction or on compensating the losses incurred from securities transaction. 

Article 136 In the course of securities transaction, where a practitioner of a securities company violates trading rules when implementing the instructions of the company or by taking advantage of his post, the securities company shall bear full liabilities. 

Practitioners of a securities company shall not accept in private any entrustment from customers for securities transaction. 

Article 137 A securities company shall establish a customer information inquiry system to ensure that customers can inquire their account information, entrustment records, trading records and other important information relating to receiving services or purchasing products. 

A securities company shall properly preserve customers' materials for opening accounts, entrustment records, transaction records and all the information relating to internal management and business operations. No one may conceal, forge, alter or damage such materials. The aforesaid information shall be kept for no less than 20 years. 

Article 138 A securities company shall, according to regulations, report the information and materials regarding business operations and financial status to the securities regulatory authority under the State Council. The securities regulatory authority under the State Council shall have the right to require the securities company as well as the major shareholders and actual controller to provide the relevant information and materials within a specified time limit. 

The information and materials reported or provided by a securities company and the major shareholders and actual controller to the securities regulatory authority under the State Council shall be truthful, accurate and complete. 

Article 139 The securities regulatory authority under the State Council may, as it deems necessary, entrust an accounting firm or an asset appraisal institution to carry out auditing or appraisal as regards the financial status, internal control as well as asset value of a securities company. The specific measures shall be formulated by the securities regulatory authority under the State Council in collaboration with the relevant authorities. 

Article 140 Where the governance structure, compliance management or other risk control indicators of a securities company fail to satisfy regulations, the securities regulatory authority under the State Council shall order it to take corrective measures within a time limit. Where a securities company fails to take corrective measures within the time limit or its acts have endangered the sound operation of the securities company or have damaged the legitimate rights and interests of its customers, the securities regulatory authority under the State Council may take one or more of the following measures in light of different circumstances: 

(1) Restricting its business operations, ordering it to suspend some business operations and halting the approval of any new operations; 

(2) Restricting the distribution of dividends, restricting the payment of remunerations or provision of benefits or entitlements to its directors, supervisors or members of senior management; 

(3) Restricting the transfer of property or the creation of other right to its property; 

(4) Ordering it to replace its directors, supervisors and members of senior management or restricting their rights; 

(5) Revoking the relevant permits; 

(6) Determining the responsible directors, supervisors or members of senior management as unfit persons; and 

(7) Ordering the responsible shareholders to transfer their stock right or restricting the responsible shareholders from exercising the shareholders' rights. 

After taking corrective measures, a securities company shall submit a report to the securities regulatory authority under the State Council. Where the securities company meet the requirements of governance structure, compliance management and risk control indicators, the securities regulatory authority under the State Council shall lift the relevant measures imposed thereupon as provided for in the preceding paragraph within three days after concluding the inspection of the securities company. 

Article 141 Where a shareholder of a securities company makes fake capital contribution or illegally withdraws capitals, the securities regulatory authority under the State Council shall order the shareholder to correct within a time limit and may order the shareholder to transfer the stock rights of the securities company he holds. 

Before a shareholder as provided in the preceding paragraph corrects his illegal acts and transfers the stock rights of the securities company he holds according to the relevant requirements, the securities regulatory authority under the State Council may restrict the shareholder's rights. 

Article 142 Where any director, supervisor or member of senior management of a securities company fails to fulfill his duty of diligence and thus causes major violation of laws and regulations or major risks to the securities company, the securities regulatory authority under the State Council may order the securities company to replace the responsible persons. 

Article 143 Where any illegal operation or any major risk of a securities company has seriously endangered the order of the securities market and damaged the interests of the investors, the securities regulatory authority under the State Council may take regulatory measures such as suspending business operation for rectification, designating another institution for trusteeship, or take-over, or closing down. 

Article 144 During the period when a securities company is ordered to suspend business operation for rectification, or being designated for trusteeship, or being taken over or liquidated according to law, or where any major risk occurs, the following measures may be taken to the directors, supervisors, members of senior management and other persons directly responsible for the securities company upon the approval of the securities regulatory authority under the State Council: 

(1) Notifying the Exit and Entry Administration to, according to law, prevent said persons from leaving the country; and 

(2) Requesting the judicial organ to prohibit said persons from transferring their property, or disposing property by other means, or attaching other rights on property. 

Chapter IX Securities Registration and Clearing Institution 

Article 145 A securities registration and clearing institution shall provide centralized registration, deposit and settlement services for securities transaction. It shall be a non-profit institution and duly registered to obtain legal person status. 

The establishment of a securities registration and clearing institution shall be subject to the approval of the securities regulatory authority under the State Council. 

Article 146 The establishment of a securities registration and clearing institution shall comply with the following requirements: 

(1) Having own capital of no less than RMB 200 million; 

(2) Having the venue and the facilities necessary for providing the services of securities registration, deposit and settlement; 

(3) Other requirements of the securities regulatory authority under the State Council. 

The name of a securities registration and clearing institution shall include the words of "securities registration and clearing".