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  • 证券投资基金管理公司管理办法 Administration of Securities Investment Fund Management Companies Procedures

    中国证券监督管理委员会令第22号

    (Promulgated by the China Securities Regulatory Commission on 16 September 2004 and effective as of 1 October 2004.)

    颁布日期:20040916  实施日期:20041001  颁布单位:中国证券监督管理委员会

      PART ONE GENERAL PROVISIONS

      Article 1 These Procedures have been formulated in accordance with the Securities Investment Funds Law, the Company Law and other relevant laws and administrative regulations in order to strengthen the regulation of securities investment fund management companies, standardize the acts of securities investment fund management companies and protect the lawful rights and interests of fund shareholders and relevant parties.

      Article 2 For the purposes of these Procedures, the term “securities investment fund management companies” (Fund Management Companies) means enterprise legal persons established in the People‘s Republic of China upon approval of the China Securities Regulatory Commission (CSRC) to engage in securities investment fund management businesses.

      Article 3 Fund Management Companies shall comply with laws, administrative regulations and the provisions of the CSRC and act with good faith, prudence and due diligence, loyalty and responsibility, to manage and use fund properties in the interest of fund shareholders.

      Article 4 The CSRC and its agencies shall implement supervision and administration on Fund Management Companies and their business activities in accordance with laws and administrative regulations such as the Securities Investment Funds Law and the Company Law, the provisions of the CSRC and the principle of prudential regulation.

      Article 5 The association of the fund industry shall carry out self-regulation on Fund Management Companies and their business activities in accordance with laws, administrative regulations, the provisions of the CSRC and the rules of self-regulation.

      PART TWO ESTABLISHMENT OF FUND MANAGEMENT COMPANIES

      Article 6 To establish a Fund Management Company, the following conditions shall be met:

      1. its shareholders comply with the provisions of the Securities Investment Funds Law and these Procedures;

      2. its articles of association comply with the Securities Investment Funds Law, the Company Law and the provisions of the CSRC;

      3. the registered capital is at least Rmb 100 million, which must be paid in by the shareholders in monetary funds. Overseas shareholders shall make capital contribution in a freely convertible currency;

      4. it has proposed senior management personnel and personnel that engage in research, investment, valuation and marketing businesses that satisfy laws, administrative regulations and the provisions of the CSRC. There are at least 15 proposed senior management personnel and business personnel that have obtained fund business qualifications;

      5. it has the business premises, security precaution facilities and other business-related facilities that satisfy the relevant requirements;

      6. it has established an organizational structure and work post arrangement with reasonable division of labour and clear definition of responsibilities;

      7. it has the internal control systems, such as supervision and audit and risk control systems, that satisfy the provisions of the CSRC; and

      8. other conditions stipulated by the CSRC upon approval of the State Council.

      Article 7 A “principal shareholder of a Fund Management Company” means a shareholder the ratio of whose capital contribution in the registered capital of the Fund Management Company (Capital Contribution Ratio) is the highest and is not less than 25%.

      A principal shareholder shall meet the following conditions:

      1. it engages in securities business, securities investment consultancy, management of assets held in trust or other financial asset management;

      2. it

    has a registered capital of not less than Rmb 300 million;

      3. it has relatively good business results and its assets are of good quality;

      4. it has continuously operated for three or more complete fiscal years with sound corporate governance and internal control systems;

      5. it has not been subject to administrative or criminal penalty for violation of laws or regulations in the most recent three years;

      6. it has not engaged in acts detrimental to the interests of clients such as misappropriation of client assets;

      7. it is not under investigation by the regulatory authority for violation of laws or regulations, or in a rectification period; and

      8. it has good social reputation and no bad record with administrative authorities such as the tax authority and the industry and commerce authority or with institutions such as financial regulatory institution, self-regulatory institution or commercial banking institution in the most recent three years.

      Article 8 The shareholders of a Fund Management Company other than the principal shareholder shall have registered capital or net assets of not less than Rmb 100 million. The assets shall be of good quality, and shall also meet the conditions specified in Items (4) to (8) in Paragraph Two of Article 7 hereof.

      Article 9 In a Sino-foreign equity joint venture Fund Management Company, the domestic shareholder with the highest Capital Contribution Ratio shall meet the conditions on principal shareholders specified in Paragraph Two of Article 7 hereof. Other domestic shareholders shall meet the conditions specified in Article 8 hereof.

      An overseas shareholder of a Sino-foreign equity joint venture Fund Management Company shall meet the following conditions:

      1. it is a financial institution established and lawfully existing under the laws of its home country or region with financial asset management experience, is in sound financial conditions and on good credit standing, and has not been subject to penalty by the regulatory or judicial authority in the most recent three years;

      2. its home country or region has sound systems for securities laws and regulation, and the securities regulatory authority has signed a memorandum of understanding on securities regulatory cooperation, and is maintaining effective regulatory cooperation, with the CSRC or another authority recognized by the CSRC;

      3. its paid-up capital is not less than Rmb 300 million or equivalent in a freely convertible currency; and

      4. other conditions stipulated by the CSRC that are approved by the State Council.

      The provisions of the preceding paragraph shall, mutatis mutandis, apply to investment institutions from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and the Taiwan region.

      Article 10 The Capital Contribution Ratio of the shareholders of a Fund Management Company shall comply with the provisions of the CSRC.

      A shareholder of a Fund Management Company may not hold the shares or own the equity interests of other shareholders, and may not be under the common control of the same actual controlling party, or otherwise connected, with another shareholder.

      The Capital Contribution Ratio of or the equity interests owned by the foreign investors of a Sino-foreign equity joint venture Fund Management Company may not, in aggregate (including direct and indirect holdings), exceed the commitment to open up the securities industry to foreign investors made by the State.

      Article 11 The number of Fund Management Companies in which an institution or several institutions controlled by the same actual controlling party has/have equity participation shall not exceed two, among which no more than one shall be a share holding Fund Management Company.

      Article 12 To apply for establishment of a Fund Management Company, th

    e applicant shall submit application materials in accordance with the provisions of the CSRC.

      The principal shareholder shall organize and coordinate the matters relating to the establishment of the Fund Management Company, and bear principal responsibility for the truthfulness and completeness of the application materials.

      Article 13 If there is a major change in a matter involved in the application materials during the application period, the applicant shall submit the updated materials to the CSRC within five working days of the occurrence of the change. If there is a change in a shareholder, new application materials shall be submitted.

      Article 14 The CSRC shall accept, examine, and render its decision on, applications for establishment of Fund Management Companies in accordance with the provisions of the Administrative Licensing Law and Paragraph One of Article 14 of the Securities Investment Funds Law.

      Article 15 The CSRC may adopt the following methods in examining an application for establishment of a Fund Management Company:

      1. solicit the opinions of the relevant authorities and departments regarding matters such as the conditions of the shareholders;

      2. examine the particulars of the application materials by such means as evaluation by experts and verification and investigation; and

      3. conduct on-site inspection on the preparation for the establishment of the Fund Management Company within five months of the date of acceptance of the application.

      Article 16 If the establishment of a Fund Management Company is approved by the CSRC, the applicant shall, within 30 days of the date of receipt of the approval document, complete the registration formalities with the administration for industry and commerce

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