| Finance is the core of the open economics. And the security companies are the core factor of the securities market development. With the 18 years' development of our securities market, our security companies also develop a lot. Now our security companies have more than 300 billions capital, raise more than 100 billions capital for the listing companies every year, issue 100 billion national bonds and enterprise bonds every year and provide the security exchange for all kinds of people. It's no doubt that the security companies become more and more important. But now our security companies are just in the soup. The foreign security companies begin to share our securities market and the surviving environment of our security companies become the worst. Now there are only 12 innovation security companies, others are risky. Some star security companies even uncovered the huge capital black holes and were closed or taken over by the government. So the core research on the development of our security companies has become the stringent important subject. Three core issues include the management mode, the governance mode and the business structure and these three issues determine whether our security companies could develop normally.The management mode of our security companies must run in the 'integration of specialized and mixed operation mode'. The theories indicate that the specialized operation and the mixed operation are two different management modes. The mixed operation should be the trend of the future and most of the security companies in the developed countries adopt the mixed operation. In order to analyze the best management mode of our security companies, we have to set up a efficiency model to deduce. We think that the mixed operation involves the allocation of the social capital by the security companies and the business banks. So the capital flowing from the business banks to the security companies must include the price of the capital. Then we image that the selection of the capital management mode in the security companies and the business banks should be the stand exchange economics, the standard of the capital allocation should be the standard of the efficiency, the capital allocation method which could improve the Pareto should be the rational and the best management mode in the security companies and the business banks should be the rational capital allocation which could be satisfied with the excellent Pareto. If the security companies and the business banks run in the best management mode,there is no capital flowing from the business banks to the security companies. Then we could define the idio graphic indexes for the scale and the proportion of the capital which flow from the business banks to the securities companies. We should manage to change the discussion on the management mode of the security companies to the process of looking for the best Pareto result between the business banks and the security companies. When we analyze the capital allocation efficiency of the security companies and the business banks, we could design Edgeworh Box and change the issue to the research on the contract line in the Edgeworh Box. The research show that the capital allocation must be satisfied with equivalent to marginal utility, then the contract line should be between the two principal parts, not under the coordinate base point. With the contract line close to the direction of the equivalent to marginal utility, the capital allocation should be close to the feasible allocation:: F(e)={x|Ex1=2e1}, when F(e)={x|2x'=2e1}, there is an equilibrium between the security companies and the business banks. On the base of the analyst, the mixed operation according more with the supposition on the market indivisible, welfare economics and the Walras's Law, we could make the conclusion that the separation operation should be the wrong choice on the theory or the efficiency and there is a must of the mixed operation. But the management mode of our security companies has to be limited by the realism which there is the financial risk. According to the principle of the Von Neumann-Morgenstera's expected utility function and the Mordern Portfoio theory, we think that the business banks should be the risky elusion. On the basis of the theoretic analyst, we will combine to the reality of the security companies and the business banks and deduce the proper management mode of the security companies. We think that although the mixed operation is more efficiency, the result would be the bankrupt of the business banks which couldn't be accepted by the business banks and the government. On the other side, the separation operation would lead to the bankrupt of the security companies which wouldn't be accepted by the security companies. The 'integration of specialized and mixed operation mode' would benefit the mixed operation and the separation operation, which would be the real choice of the security companies. The separation operation means that the security companies and the business banks, the insurance agent run separation, which could level off the business banks, the finance and the whole economics. The mixed operation means that we should set up the industry group which could also run both the banks and the security companies, which could lessen the risk and provide a finance exchange.Our securities companies should adopt 'dual protection' governance mode.We have no good effect on the security companies' governance mode. In fact, to analyze the governance of the security companies is analyzing the benefit relationship in the stockholders, managers and employees and the special behavior rules and the decision-making. So the governance of the security companies is just a game. We should design a game model to analyze the governance mode, which could make the analyst more scientific. Our stand game model includes the participant, the game rules and the outcome of the income matrix. The analyst show that the game model could repeat several times and the information should be clarity enough to satisfy with the principle of anonymous. The information become more and more clear, so the benefit of the each person would be protected in this equilibrium govern model when the each person coordinates with their benefits. Nash equilibrium in the governance of the security companies will just protect each side's benefit, so this mode is a must. We think that the 'dual protected governance mode' is just the reasonable choice for the securities companies and the two governance modes that the west used don't fit for our country.Our securities companies must adopt the scientific business structure which fit for the market. Whether the securities company's business structure is reasonable decide whether the security companies would succeed in the business. According to the Security Law, our securities company's business scope should be investigated by the security regulatory commission. And the core clause is whether the registered capital reaches the request. The comprehensive securities company is requested to reach 500 millions Yuan registered capital, and the securities companies whose registered capital doesn't reach 50 millions Yuan can't run the securities business. The brokerage securities company whose registered capital reach between 50 millions Yuan and 500 millions Yuan could only run the brokerage business. In fact, this kind of strict certificate limitation isn't scientific. First, the business scope should be limited by the securities market, not the government department. Second, the conditions which limit the business scope should be the core competition, not the registered capital. We make these two fundamental mistakes which would make our securities companies live by the polities and lack of the financial creativity. So we should abolish the administration limitation to the business scope of the securities companies, which should promote the securities companies forming the core competition.With the open economics, the business pressure of our securities companies keep on increasing and the difficulty appears. First, making the securities market openwould bring the huge business pressure. We have to carry out the appointment of WTO and opening the securities market has become the reality. Many powerful competitors come into our small securities companies, which would make most of our securities company worse. The foreign securities companies will bring the huge adjust to our securities companies by their person, money, technology and the management strength. The corporate securities companies, like CICC, have shared with the investment banking projects of the national business banks'IPO. Most of the small securities companies become more and more difficult to survive. With UBS becoming the biggest stockholder of the Beijing Securities Company, the foreign banks keep their pace to eliminate our securities companies. Second, we are just in a huge puzzle. Our separation operation make our securities company stabilization for a while, but now, keeping this mode will lead to the difficulties unsolved and most of the securities companies will bankrupt. Now some securities companies adopt the mixed operation secretly. If they go on proceeding, they will make the financial risk and bring a disaster to our business banks. The mixed operation will solve the difficulty in a short time, but will make the securities companies worse quickly. New business mode hasn't formed. Although there are a lot of innovations of the business mode, in fact, the thought confuse a lot. Our securities companies haven't found the real road. Third, our securities companies haven't found the reasonable governance mode. The share rights of the securities companies aren't reasonable. Most of them centralize in one stockholder and there are not restrict between the stockholders. The big stockholders often encroach on the small stockholders. The stock rights of the securities companies lack of the liquidity. Because the same stocks have no the same rights, the big stock holders also are encroached on the system. Some securities companies change their stock rights frequently. Lacking of the property right is common in the national enterprises and the selfish enterprises have the character of plundering a lot. It's too difficult to find out an excellent stock holder. It's also clear that the internal control system is of no effect and the managers often encroach on the benefits of the stockholders and other person. The internal functions are also chaos. For example, the chairman also is the president and the power often fastens on few persons. Abandoning the internal regulation give the chance to the internal control. The internal control invalidation could behave losing control of the capital management. There are three crisis of the capital management in our securities companies and the harm became more and more. The chaos of the capital management and the lowest quality of the capital embarrass the normal business.There are reasons on the unreasonable business mode. The securities companies had small scales and immaturity before 1993, the government didn't pay their attention to the management of the securities companies. So the original mixed operation appeared. But after 1993, choosing the separation operation is just the result of the national economics decision-making. The government made some laws to rule. For example, the Business Banks Law, the Security Law and so on. Choosing the separation operation is a must. The scale of non-performing loans in the business banks increases a lot, the ratio of non-performing loans is much higher than other countries and the financial risk appears. The capital adequacy ratio is lower than 8% which is the standard of the Basle Concordat. Although the four capital management companies have bought more than 1000 billions non-performing capitals, there are new non-performing capitals. The financial risk in the securities market is higher than the business banks. We learn from the developed countries that we pay more attention to the leading role of the business banks in the capital allocation and make the finance strategy which indicates that we will pay more attention to developing the indirect finance. So the channel of acquiring the capital from the business banks was cutting off. But in the recent years, some securities companies business mode trend to the mixed operation. In the middle of the 20th century, the business banks began to have the redundant capital and the pressure of use the capital increase. Then the business banks require that some of the capital flow to the securities market by the mixed operation and extend the intermediary business. Our securities companies lack of the capital and have difficulty to survive, so they also need to acquire the capital from the business banks. In fact, the international securities companies also adopt mixed operation and appear the huge efficiency. Our securities companies can't form scientific business mode, which lead to we adopt directly their business mode.Our own governance mode has no real effect. Because the foreign governance mode was designed by their researchers and didn't fit for us. CEO, independent director become the method of the internal control. Lacking of the property right will lead to inefficiency in the securities companies controlled by the nation. The self property right lack of enough limitation and have the characters of predacity and non-normative management. The control stock rights in the securities companies change abnormally frequency, the managers wouldn't put their heart on managing, which could make our governance mode lessen effect. The exterior environment of the governance isn't perfect and there is not wholesome market system. The administration departments intervene the securities companies a lot. They arrange theadvanced managers and the key person. They also affect directly on the important decision-making and request the securities companies bigger and stronger, which lead to bad competition. Now our financial regulatory aren't perfect. In order to level off the society and keep away the financial risk, we often adopt the administration limitation. We limit the finance channel of the securities companies and the business scope which leads to the securities market become the administration's appurtenance. Our government also made some mistakes on the policy of managing the securities companies. Then they brought the securities market to fluctuate in a big range. What's more, we have no excellent law environment. Especially executing the law loose helped violating the occupation ethics under the high profit.The governance structure irrationally involves not only each enterprise, but also the whole industry. There are several reasons on the governance structure irrationally. First of all is the unscientific administration by the government. Our securities companies' business structure is divided into several parts. The securities companies try their best to depend on the policies and have weak innovation consciousness. The system such as the alleyway of IPO, sponsor system, low pricing to the new stock and so on, belongs to the monopoly system and can't benefit to the innovation on the market. Although adopting the standard of the registered capital as the method of distinguishing the business scope is easy, the securities companies wouldn't set up their core competition easily. Then the securities companies pursue increasing the capital, which lead to the business structure focusing on the securities proprietary business and there is no enough capital to insure other business developing. This determines that the business structure of the securities companies is irrational radically. Our administration department also makes a lot of wrong policies and often pushes the business innovation improperly. For example, the recently sponsor system leads to the business cost of the investment banks increase irrationally and many securities companies loss in the investment banks business. Real innovation business the market needs has too little capital to carry out. There are also some self problems on the optimizing business structure. Our securities companies orient too high and establish the high goals such as excellent person, excellent achievement and excellent securities company. Some securities companies even spent more than 10 millions on engaging the abroad person in order that they could carry out the dream of the excellent person. We also lack of the basis of cultivating the core competition and the real person, which all lead to the business structure irrationally.In order to solve the specification development, we should make full use of thegood chances the open economics bring, optimize the development mode and improve the exterior environment. If we want to make full use of the good chances the open economics bring, we should boost up the consciousness of honest, innovation and risk, cultivate the capability of capital, research and management. We should also establish the 'integration with the mixed operation and the separation operation' mode and search a new business mode to bring our securities companies to get out of the difficulty. And We should choose some great enterprises to test, then apply to the other enterprises. Our governance mode is not the stockholders' govern mode like the west or the correlation person govern mode, but the dual protection mode that is a kind of Nash Equilibrium mode. The key is to establish the benefit equilibrium mechanism in the big stockholders and improve the govern effect on the basis of consummating the stock right structure, improving the quality of the stock holders and strengthening the internal control. In order to optimize the business structure, we should make the need of the market as the standard and improve the core competition. The key is that the government should confirm her role, not fit for misguide the business of the securities companies and solve the business structure irrationally on the basis of promoting the innovation. In order to optimize the exterior environment, we should consummate the macroeconomics and the law environment, reform the securities market and establish the harmonious civilization environment. What we need is that promote reforming the economics system, improving the level of the administration governing the securities companies and market and improving the law environment of the securities market. Promoting reforming the stock right should improve the quality of the listing companies and refuse the violating behaviors, regulate and control strictly gambling and optimize the securities market's environment. And we should also establish the harmonious society to help the securities market establishing civilization environment. On the basis of the general rules of the economics research, in order to finish this research, we combined with the reality, were guided by the Marxism philosophy, economics and financial theories, handling the principle and the method of Marx economics, make full use of the macroeconomics, currency, corporate governing, gaming and the securities market's theories. The research explains our conclusion by many facts and data in order that the research could match the reality furthest. We also pay more attention to the theory innovation. We put forward our viewpoint, especially the management mode, governance mode and designing the business structure of our securities companies. This task comes from my practice and hopes to give some reference on the specification development of the securities companies.There are several innovations in this paper. First, we must adopt the 'integration with the mixed operation and the separation operation' mode. Now there are only two kind of management mode that is the mixed operation and the separation operation. We think that the mixed operation mode is effective enough to become the trend of the securities companies, but there isn't the environment to carry out in our country. The separation operation benefits for the financial stabilization, but keeping carrying out would lead to the whole industry bankrupt. So we put forward a new management mode that is integration with the mixed operation and the separation operation. This mode would operate separation in the banks and mixed in the enterprises, which could not only regulate the financial risk, but also extend the living space of the securities companies. Second, we should adopt the 'dual protection' governance mode and strengthen the equilibrium in the big stock holders. There are only two kinds of the governance mode. One is stockholders govern mode, the other is correlation person govern mode. We designed a gaming model in the stockholder, manager and employee and deduced. We drew a conclusion that only protecting the stockholder, manager and the employee's benefits at the same time could reach the best result of the corporate govern. So the 'dual protection' mode is not only the best governance mode and a new kind of governance mode. Third, we give a new method to optimize the business structure of the securities companies. Now the registered capital is the standard to distinguish the business scope of the securities companies. We think that this standard is wrong and lack of scientific. These unreasonable prescripts are the roots of twisting the business structure and lacking of financial innovation and the core competition. In the future, in order to optimize the business structure, we should modify some clause of the Security Law, cancel the administration limitation to the securities business, cultivate the core competition and make the financial innovation.
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