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Administration Of The Finance Companies Of Enterprises Groups Procedures

Original Language Title: 企业集团财务公司管理办法

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(July 27, 2004 Chinese Banking Regulatory Commission promulgated as of September 1, 2004, 2004 5th) Chapter I General provisions article in order to regulate finance companies (hereinafter referred to as the finance company), to guard against financial risks, promote the steady and healthy development of finance companies, according to the People's Republic of China law and the People's Republic of China banking regulatory law and other relevant laws, administrative regulations, and these measures are formulated.
    Second finance companies mentioned in these measures refers to strengthen capital management and capital efficiency for the purpose of group member for the enterprise (hereinafter referred to as members) non-bank financial institution providing financial management services.
    Foreign investment company in China providing financial management services to businesses in established finance company regulations prevail.
    Article groups are mentioned in these measures refers to the People's Republic of China shall be registered in the territory, as the connecting link, the parent company of capital as the main body, to group regulation for a common code of conduct, by the parent company, subsidiaries, joint stock companies and other members of enterprises or institutions composed of corporate complex.
    Members in these measures include the parent company and its subsidiary holding more than 51% (hereinafter referred to as affiliates); parent companies, subsidiary companies individually or collectively holding more than 20% companies, or holdings of less than 20% but the majority shareholder of the company; parent companies, subsidiaries, affiliated institution of legal person or corporate social groups. Foreign-funded investment companies mentioned in these measures refers to the sole proprietorship established in China by overseas investors engaged in direct investment company. Said investments by enterprises, including the foreign investment company and registered in China, the foreign investment company or investors holding more than 25% alone, and the enterprises of foreign capital investment company's stake of more than 10%.
    Application of this approach to foreign investment company rules of the parent company, invested enterprises applicable to Member units of the relevant provisions in this way.
    Fourth finance companies should be compliance management according to law and shall not harm the national and public interests.
    Fifth financial company shall be subject to supervision of China Banking Regulatory Commission.
    Chapter II establishment and change of the sixth finance company, shall be examined and approved by the China Banking Regulatory Commission. Financial company shall be approved by the business registration office, marked "finance company" or "limited liability company financial" words name should contain the full name of the group to which it belongs or, for short.
    Without the approval of the China Banking Regulatory Commission, no unit may use in its name "finance company". Seventh article application established financial company of group should has following conditions: (a) meet national of industry policy; (ii) application Qian a years, mother company of registered capital not below 800 million Yuan Yuan; (three) application Qian a years, by provides and table accounting of members units assets total not below 5 billion Yuan Yuan, net worth rate not below 30%; (four) application Qian continuous two years, by provides and table accounting of members units business income total annual not below 4 billion Yuan Yuan,
    Tax Qian profit total annual not below 200 million Yuan Yuan; (five) cash flow stable and has larger scale; (six) mother company established 2 years above and has group internal financial management and funds management experience; (seven) mother company has sound of company corporate governance structure, not occurred illegal violations behavior, near 3 years no bad integrity records; (eight) mother company has core main; (nine) mother company all Dang associated trading.
    Foreign-funded investment companies subject to the provisions of this section (a), (ii), (v), (vi), (VII), (VIII), (IX) shall, one year prior to the application of its net assets shall not be less than 2 billion yuan, the total annual pre-tax profits for two consecutive years prior to the application of not less than 200 million Yuan.
    Article eighth to set up finance companies, parent company the Board of Directors shall make a written commitment to pay at financial companies difficult emergency situation, in accordance with the practical need of solutions to payment difficulties, increasing capital and finance companies set out in the regulations. Nineth article established financial company, should has following conditions: (a) does is concentrated management group funds of need, by reasonable forecast can reached must of business scale; (ii) has meet People's Republic of China company law and this approach provides of articles; (three) has meet this approach provides of minimum limit registered capital; (four) has meet China banking supervision Management Committee provides of served qualification of Director, and senior management personnel and provides proportion of practitioners, in risk management, and
    Capital intensive management and other key positions with qualified professionals and (v) in corporate governance, internal control, operational, risk prevention has a sound system (vi) to meet the requirements of business premises, safety measures and other facilities; (VII) other conditions specified by the China Banking Regulatory Commission. Tenth established finance company lowest registered capital is RMB 100 million.
    Financial company's registered capital shall be paid in currency or its equivalent in a freely convertible currency.
    Foreign exchange operations of finance companies, which should be included in the registered capital of no less than 5 million dollars or its equivalent in a freely convertible currency.
    The development of China's Banking Regulatory Commission, according to the finance company and prudential supervision needs, you can adjust the minimum amount of the registered capital of the finance companies.
    11th finance the registered capital of the company shall be mainly raised from the Member units, and can absorb the members other than the shares of qualified institutional investors.
    Qualified institutional investors mentioned in this article refers to, in principle, within 5 years not to transfer its stake in the finance company, has extensive industry experience in management of external strategic investor.
    Financial qualification of the shareholders of the company shall conform to the relevant regulations of the China Banking Regulatory Commission.
    12th foreign-invested companies can finance the registered capital of the company by the foreign capital investment companies alone or with co-financing from investors.
    13th finance company employees engaged in finance or finance for more than 3 years of personnel shall not be less than the total number of two-thirds, including engaging in financial or financial work for 5 years and above shall be not less than the total number of one-third.
    Served as an internationally renowned accounting firm Auditors, computer programmers and systems analysts, or internationally renowned asset managers, fund managers, investment banks, securities-related business and management professionals who worked on the post, if you have at least 2 years work experience, training and business and domestic policy, is deemed to be engaged in banking or finance for over 3 years. 14th to set up finance companies should be subject to build and opened in two stages.
    Applications for construction finance company, should be made by the parent company applied to the China Banking Regulatory Commission, and submit the following documents and information: (a) the application, which shall include the proposed financial company name, location, registered capitals, shareholders and equity structures, business scope, and so on.
    (Ii) feasibility research report, its content including: 1. mother company and the other members units overall of production business status, and cash flow analysis, and in industry in the by at of status and medium-and long-term development planning; 2. established financial company of purposes, and role and business volume forecast; 3. by has qualification of Accountants firm audit of recently 2 years of merged balance sheet, and profit and loss table and the cash flow table.
    (C) roster of members and related information issued by relevant authorities.
    (D) the enterprise registration certificate of the applicant and the other copy of business license of the investors and investment guarantees.
    (E) the establishment of foreign-owned finance companies, providing enterprises with foreign capital investment companies and investment approval certificate for foreign-invested enterprises.
    (F) signed by the legal representative of the parent company, confirm the authenticity of this information document.
    (VII) other documents required by the China Banking Regulatory Commission, information.
    15th article financial company of preparation application, by China banking supervision management committee approval agreed of, applicants should since received approved preparation file up 3 months within completed financial company of preparation work, and to China banking supervision Management Committee proposed opened application, while submitted following file: (a) financial company articles draft; (ii) financial company business approach and plans; (three) financial company shareholders roster and funded amount, and funded proportion;
    (Four) statutory inspection funding institutions issued of on financial company shareholders funded of inspection funding proved; (five) intends served of Director, and senior management personnel of list, and detailed resume and the served qualification proved material; (six) practitioners in the intends engaged in risk management, and funds concentrated management of personnel of list, and detailed resume; (seven) practitioners in the engaged in financial, and financial work 5 years and the 5 years above about personnel of proved material; (eight) financial company business regulations and the risk prevention system;
    (IX) financial information on business premises and other business-related facilities; (j) other documents required by the China Banking Regulatory Commission, information. The 16th finance companies opened after the application is approved by the China Banking Regulatory Commission, the China Banking Regulatory Commission issued a financial license and make an announcement.
    Financial company with a financial license to the administrative authorities for industry and commerce registration received before the opening of the business license.
    17th finance company based on business need, examined and approved by the China Banking Regulatory Commission, and areas with a larger volume of business in the member set set up branch offices.
    Finance companies which do not have legal personality, by finance companies to do business in accordance with the regulations to authorize its activities, its civil liability borne by the finance company.
    18th finance company based on business management needs, you can in the Member of set area set up a representative office and the China Banking Regulatory Commission.
    Finance company representative offices shall not be business, limited to only engage in business promotion, customer service, debt collection, and collection of information, feedback and other related work. 19th article financial company application established branch, should meet following conditions: (a) does is business development and for members units provides financial management service need; (ii) financial company established 2 years above, and registered capital not below 300 million Yuan Yuan, capital sufficient rate not below 10%; (three) intends established branch by service of members units not less than 10 home, and above members units assets total not below 1 billion Yuan Yuan, or members units insufficient 10 home,
    Members include total assets of not less than 2 billion yuan (iv) finance companies operating in good condition, and no illegal, unauthorised recording in 2 years.
    20th article financial company of branch should has following conditions: (a) has meet this approach provides of minimum limit of operating funds; (ii) has meet China banking supervision Management Committee provides of served qualification of senior management personnel; (three) has sound of business operation, and internal control, and risk management and the asked accountability system; (four) has meet requirements of business places, and security prevention measures and and business about of other facilities; (five) China banking supervision Management Committee provides of other conditions. 21st financial branch of the working capital of the company shall be not less than 50 million Yuan.
    Financial allocation of each branch of the company's working capital total cannot exceed the registered capital of 50%.
    22nd article financial company application established branch, should to China banking supervision Management Committee submitted following file, and information: (a) applications, its content including intends set branch of name, and location, and operating funds, and business range and the service object,; (ii) feasibility research report, including intends set branch of business volume forecast, location members units of production business status, and funds flow analysis and medium-and long-term development planning, content; (three) meet 20th article provides of about proved file;
    (D) on application for the establishment of the Office of the Board of Directors of financial company resolution and draft resolution authorized business of the proposed branch (v) other documents required by the China Banking Regulatory Commission, information.
    23rd established upon approval of the financial branch of the company, issued by the China Banking Regulatory Commission and publish the financial license and, with the financial license to the Administrative Department for industry and commerce registration, business licenses, to be opened.
    24th approved the establishment of the financial companies and their subsidiaries from the date of business license, 6 months without good reason do not open or close for more than 6 months in a row without good reason after opening, the China Banking Regulatory Commission shall revoke the financial license, and make an announcement.
    25th finance companies should be in accordance with the laws and administrative regulations and provisions of China Banking Regulatory Commission with the financial license, forgery, change, transfer, lease or loan the financial license.
    Financial company of the 26th company, organization and organization should be in conformity with the People's Republic of China law and the provisions of other relevant laws and regulations, and should be set out in the company's articles of Association.
    27th article financial company has following change matters one of of, should reported by China banking supervision Management Committee approved: (a) change name; (ii) adjustment business range; (three) change registered capital; (four) change shareholders or adjustment equity structure; (five) modified articles; (six) replaced Director, and senior management personnel; (seven) change business places; (eight) China banking supervision Management Committee provides of other change matters.
    Finance company a branch changes its name, working capital, place of business or a change of senior management staff, should be determined by the finance company approval of the China Banking Regulatory Commission. Third chapter business range 28th article financial company can business following part or all business: (a) on members units handle financial and financing consultant, and credit mirror card and the related of advisory, and agent business; (ii) assist members units achieved trading payments of received pay; (three) by approved of insurance agent business; (four) on members units provides guarantees; (five) handle members units Zhijian of delegate loan and the delegate investment; (six) on members units handle notes acceptance and discount; (seven) handle members units Zhijian of internal
    Transfer and settlement and clearing, liquidation plan for the corresponding design; (h) absorption member deposits; (IX) member units for processing of loans and finance leases; (j) engaging in interbank and (11) other business approved by the China Banking Regulatory Commission.
    29th meet the conditions of the finance company, may apply to the China Banking Regulatory Commission to engage in the following businesses: (a) the issue of financial bonds approved; (b) underwriting members include corporate bonds, (iii) the equity of financial institutions; (d) PI; (e) the Member unit of consumer credit products, buyer's credit and financial leasing.
    30th article financial company engaged in this approach 29th article by column business, must strictly comply with national of about provides and China banking supervision Management Committee carefully regulatory of about requirements, and should has following conditions: (a) financial company established 1 years above, and business status good; (ii) registered capital not below 300 million Yuan Yuan, engaged in members units products consumption credit, and buyer credit and the financing rental business of, registered capital not below 500 million Yuan Yuan;
    (C) authorized by the general meeting of shareholders and the approval of the Board of Directors, (iv) has the perfect investment decision mechanism, risk management systems, procedures and appropriate management information systems (v) have the appropriate qualified professionals (vi) other conditions specified by the China Banking Regulatory Commission.
    31st financial companies not to engage in offshore business, apart from the second paragraph of this article 28th business, funds shall not engage in any form of cross-border business. 32nd financial companies after the scope of business approved by the China Banking Regulatory Commission, should set out in the financial articles.
    Finance companies shall not apply for industrial investment, trade and other non-financial businesses.
    Finance company in the business segments within the scope of business approved, shall be submitted to the China Banking Regulatory Commission, but except for intermediate business do not involve credit or debt. 33rd branch of the business scope of financial companies, by financial companies in its business according to the principle of prudent management of authorized, the China Banking Regulatory Commission.
    Financial Corporation shall not apply for guarantees, interbank lending and operations provided for in article 29th of this approach.
    Fourth chapter supervision management and risk control 34th article financial company business business, should comply with following assets liabilities proportion of requirements: (a) capital sufficient rate shall not below 10%; (ii) split into funds balance shall not above capital total; (three) guarantees balance shall not above capital total; (four) short-term securities investment and capital total of proportion shall not above 40%; (five) long-term investment and capital total of proportion shall not above 30%; (six) owned fixed assets and capital total of proportion shall not above 20%.
    China Banking Regulatory Commission, according to the finance company business or prudential needs to adjust the above ratio.
    35th financial company shall, in accordance with the principle of prudent operation, the company developed its operational rules and procedures, establish and improve the system of internal control of the company.
    36th finance company should be set up on the Board of Directors is responsible for risk management, business Audit Division develop business risk control and audit system, periodic reporting to the Board of Directors each year, and report to the China Banking Regulatory Commission.
    Financial company of the 37th Board of Directors shall entrust a qualified intermediary agency each year audit of company's activities of the previous year and before April 15 in each year will be signed by the Chairman confirmed the annual audit report submitted to the China Banking Regulatory Commission.
    38th financial company shall, in accordance with relevant regulations of the State, establish and improve the company's financial and accounting systems.
    Finance companies should follow prudent accounting principles, true record and fully reflect its business activities and financial position.
    39th finance company shall submit to the China Banking Regulatory Commission the balance sheet, profit and loss statement, cash flow statement, non-spot supervision index returns and other reports required by the China Banking Regulatory Commission, within 1 month after the end of each fiscal year and submitted to the previous annual financial statements and information.
    Finance companies the legal representative should submit to under take responsibility for the authenticity of the above report.
    40th finance companies should be before the end of April of each year to the China Banking Regulatory Commission submitted to the directory of the members of the group to which it belongs, and provide their respective group's business operations and related data for the last year.
    Before operating unit to new members of the finance companies should be filed in a timely manner to the China Banking Regulatory Commission and provide the information unit of the Member; with members of the finance company business units due to changes in property rights from the group, the finance company shall promptly to the China Banking Regulatory Commission, have left the business, shall submit a legacy business solutions.
    41st China Banking Regulatory Commission to require financial companies to submit relevant business and financial status reports and information.
    42nd financial company to withdraw deposits, debts cannot be paid, large loans overdue advances or guarantees, computer system failure, robbery or fraud, directors or senior managers involved in serious disciplinary offences, criminal cases and other serious matters, should take immediate emergency measures and shall promptly report to the China Banking Regulatory Commission.
    Enterprise Group and its member units that may affect normal operation of financial major institutional changes, stock trading or business risk matters, the finance company shall promptly report to the China Banking Regulatory Commission.
    43rd financial companies should be paid into the reserve as required by people's Bank of China, according to relevant provisions and losses, to write off losses.
    44th financial company shall abide by the people's Bank of China on the management of interest rate regulations; foreign exchange operations shall comply with the relevant provisions of the State administration of foreign exchange.
    45th article China banking supervision Management Committee according to carefully regulatory of requirements, right to in accordance with about program and provides take following measures on financial company for site check: (a) into financial company for check; (ii) asked financial company of staff, requirements its on about check matters made description; (three) check out, and copy financial company and check matters about of file, and information, on May was transfer, and hiding or damage of file, and information be sealed;
    (D) reviewing financial company data systems computer business management.
    46th finance company on a single shareholder loan balances in excess of the financial company registered capital of 50% or the shareholders of financial company capital shall be promptly reported to the China Banking Regulatory Commission.
    47th financial company shareholders to finance the company's debt outstanding is overdue for more than 1 year, financial company of the China Banking Regulatory Commission, may order the transfer of shareholders the shareholders and other rights used to pay off the finance company's debt.
    48th perform their duties according to the China Banking Regulatory Commission needs and problems found in the day-to-day supervision, financial company directors, senior management and staff to carry out regulatory talks, demanding the finance company business activities and explain important matters such as risk management.
    49th finance company directors and senior managers should have finance company fund management experience. Directors and senior management staff in front of the Office shall be reported to the China Banking Regulatory Commission for qualification review, without qualifications or with the review does not have the qualifications may not serve as a financial company directors and senior managers.
    Specific measures for the vocational qualification management separately.
    Outgoing financial company directors, senior managers, should be carried out by the parent company in accordance with the relevant provisions of auditing and auditing report to the China Banking Regulatory Commission.
    50th article financial company violation carefully business principles of, China banking supervision Management Committee should in accordance with program ordered its deadline corrected; late not corrected of, or its behavior serious endanger the financial company of sound run, and damage deposits people and other customer lawful rights and interests of of, China banking supervision Management Committee can in accordance with about program, take following measures: (a) ordered suspended part business, stop approved opened new business; (ii) limit distribution bonus and other income; (three) limit assets transfer;
    (D) ordering the controlling shareholders to transfer their stock right or restricting its shareholders rights (v) ordered to change directors, senior executives or restrict their rights; (f) cease approving more branches. 51st financial company may establish a trade association.
    China Banking Regulatory Commission to operational guidance to the finance company industry self-regulatory organization.
    The fifth chapter reorganization, takeover and the termination of the 52nd financial company, one of the following circumstances, may order the consolidation of China Banking Regulatory Commission: (a) the serious payments crisis, (ii) when losses exceed the registered capital of 30% or losing more than 3 consecutive years registered capital 10%; (c) serious violations of national laws, administrative regulations or the regulations.
    Reorganization period of not more than 1 year.
    53rd financial company during the reorganization, suspension parts or all of the business.
    54th financial company through reorganization, subject to the following conditions, may return to normal operation: (a) has been restored to capacity to pay, (ii) losses be made up; (c) the violation is corrected.
    55th payment crisis in the finance company has been or may be, seriously affecting the interests of creditors and when the stability of the financial order, the China Banking Regulatory Commission shall be applied in accordance with the finance company it over or promote its restructuring.
    Takeover or restructuring decided by the China Banking Regulatory Commission and organization.
    56th financial company if the following situation occurs, following approval by the China Banking Regulatory Commission, will be dissolved: (a) dissolution of the established financial companies of enterprise groups, financial companies cannot merge or reorganization; (b) the event specified in the articles of dissolution; (c) the shareholders ' Meeting decides to dissolve; (d) the Division or merger of the finance companies do not need to continue.
    57th financial companies operate illegally, such as poor management, no revocation would seriously jeopardize the financial order, injurious to the public interest, the China Banking Regulatory Commission has the right to be withdrawn.
    Article 58th takeover, restructuring or cancellation of financial companies, China Banking Regulatory Commission to seek the finance company directors, senior managers and other staff, according to China Banking Regulatory Commission for the fulfilment of duties.
    59th financial company is dissolved or is revoked, the parent company shall set up a group, liquidation in accordance with legal procedures, and the China Banking Regulatory Commission.
    China Banking Regulatory Commission can be appointed to Member of the liquidation team and directly oversee the liquidation process.
    60th liquidation Group found in the liquidation of a financial company's assets are insufficient to pay off its debts, should cease immediately liquidated, and report to the China Banking Regulatory Commission, approved by the China Banking Regulatory Commission, apply to the people's Court according to law the finance company business.
    Sixth chapter supplementary articles article 61st contravention of relevant provisions of these measures, the China Banking Regulatory Commission in accordance with the People's Republic of China Banking Regulatory Act and other relevant provisions.
    Finance company refuses to accept the decision of the China Banking Regulatory Commission, people's Court may apply for administrative reconsideration or bring an administrative action. 62nd article this way prior to the enactment of established finance companies fail to comply with the relevant provisions of this approach, should be carried out within the period specified in the specification. Specification period in accordance with the approach concerning the minimum paid-up capital, capital adequacy ratio of prudential supervision provisions.
    Specific requirements shall be determined separately by the China Banking Regulatory Commission.
    63rd explain these measures by the China Banking Regulatory Commission. 64th these measures shall come into force on September 1, 2004.
                                                                                        The management measures of the finance company (people's Bank of China Decree [2000], 3rd) repealed simultaneously.