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In order to strengthen the regulation and normalize the major alterations of fund management companies, the relevant issues concerning major alterations of fund management companies (hereinafter referred to the companies) are hereby notified as follows in accordance with the provisions of the Company Law of the People's Republic of China (hereinafter referred to the Company Law), the Interim Measures for the Management of Securities Investment Fund and other laws and regulations: I. A company shall conform to the provisions of the Company Law and other laws and regulations with respect to the handling of major alterations, and shall report to the China Securities Regulatory Commission (hereinafter referred to the CSRC) for approval or record in accordance with the provisions of this Notice. II. A company shall report to the CSRC for approval to make major alterations under any of the following situations: (1) addition of new shareholders; (2) alteration of the registered capital, the proportion of capital contribution of the shareholders or the number of shareholders; (3) alteration of the company's name; (4) alteration of the company's domicile; (5) alteration of the major principals such as board chairman, general manager, and deputy general manager; or (6) establishment, alteration or cancellation of branch companies. III. A company shall report to the CSRC for record to make major alterations under any of the following situations: (1) modification of the articles of association excluding the situations stipulated in Article 2; or (2) establishment, alteration or cancellation of offices. IV. A company shall observe the following procedures for the handling of the major alterations subject to the approval by the CSRC: (1) the company submits application materials to the CSRC (see attachments 1, 2); and (2) and makes registration of alteration with the company registration organ upon the approval of the CSRC. V. With respect to the applications for major alteration filed to the CSRC for approval, the CSRC shall make its decision on whether to approve, suspend the review or not approve within 60 workdays from formally accepting the applications (not including the time in which the relevant parties modify or supplement the application materials). Where approval is granted, the documents of approval shall be issued; where review is suspended or approval is not granted, the applicants shall be notified in written form and the reasons shall be explained. With respect to the review of the applications involving the addition of new shareholders, or alteration of the shareholders with the highest proportion of capital contribution or who nominated the most board members, the CSRC shall refer to the relevant provisions on the review of company establishment. VI. A company shall observe the following procedures for the handling of major alterations subject to record by the CSRC: (1) the company submits the record materials to the CSRC (see attachment 3); and (2) the record becomes effective if the CSRC raises no objections within 10 workdays from receiving the record materials. VII. A company shall abide by the following provisions to add or reduce the registered capital, to alter the proportion of capital contributions of the shareholders, to replace the shareholders or to alter the number of shareholders: (1) the promoters of the company shall not transfer their capital contributions within 1 year from the establishment of the company; in case of addition of new shareholders, the capital contributions of the added shareholders shall not be transferred within 1 year, with the exception of the execution of rulings of court, the otherwise provisions of laws and regulations and the situations approved by the CSRC; (2) where the addition of new shareholders is involved, the added shareholders shall meet the conditions provided for by the Interim Measures; the shareholders with the highest proportion of capital contribution and who nominated the most board members shall be securities companies or trust investment companies; and (3) when a company increases its registered capital, the shareholders shall make the contribution in currency and the capital shall be verified by the statutory institution of capital verification which shall issue the certification. VIII. The alteration of the major principals such as board chairman, general manager and deputy general manager shall be in accordance with the provisions on the administration of qualification of the personnel engaging in fund business. IX. The CSRC may, according to the situations, authorize its relevant agencies or stock exchanges to investigate the matters involved in the major alterations. X. Where the legal person license of fund management companies is involved in the major alterations, the applicant may apply to the CSRC for the alteration of legal person license of the company according to the relevant provisions. XI. A company shall make a public announcement within 30 days from the completion of the major alterations. XII. This Notice shall apply to the fund management companies in the form of limited liability company. XIII. This Notice shall come into force on the date of promulgation. Attachments: 1. Contents And Format Of The Application Materials For Major Alterations Of Fund Management Companies (1) 2. Contents And Format Of The Application Materials For Major Alterations Of Fund Management Companies (2) 3. Contents And Format Of The Record Materials For Major Alterations Of Fund Management Companies Attachment 1: CONTENTS AND FORMAT OF THE APPLICATION MATERIALS FOR MAJOR ALTERATIONS OF FUND MANAGEMENT COMPANIES (1) (applicable to the major alterations provided for in Items 1), 2) of Article 2 of this Notice) I. Paper, cover and number of pieces of the application materials (1) Paper Paper with the size of 209 x 295 mm shall be used (about the same size of A4 paper). (2) Cover The cover shall be marked with the words "Application Materials for Major Alterations of Fund Management Companies", the specific alterations and the name of the applicant. (3) Number of pieces The application materials shall be in triplicate, among which one shall be the original. II. Table of contents of the application materials (1) Application report The main contents shall include the contents, purposes, necessity of the major alterations and the affection of such to the fund management company, the management of the fund assets and the legitimate rights and interests of the interested parties such as the fund holders, etc. The application report shall be signed and sealed by the relevant parties. (2) Resolutions of the shareholders' conference and the board of directors, and the authorization letter of such on the handling of relevant specific matters by the fund management company. (3) Information about the relevant parties 1. Basic information The main contents shall include the company's name, the legal representative, the registered capital, the domicile, the time of establishment, the approving organ, the organizational form, the business scope and the major shareholders. 2. Certification documents of the legal person qualification and business qualification The documents shall include the business license of legal person of the company (counterpart) (copy), and the license for securities business (counterpart) (copy) or the license for financial business (counterpart) (copy); 3. Paid-in capital and financial status (i) Audit report on the financial status of the last three years of the shareholders with the highest proportion of capital contribution and who nominated the most board members; (ii) Certification on verification of paid-in capital of other shareholders issued by the accounting firms with the qualification for securities business. 4. Explanation of the relationship between the fund management company and the associated parties The main contents shall include the explanation and illustration of the equity relations between the shareholders and subscribers of the fund management company and the associated enterprises, with focus on the associating relations with the financial enterprises such as securities companies, etc. or listed companies. 5. Explanation of the record of self-regulation of the shareholders with the highest proportion of capital contribution and who nominated the most board members and of the added shareholders. The main contents shall include: the time of record of self-regulation, the promises of self-regulation, the compliance with the promises of self-regulation during the record period, etc. Those failing to handle the record of self-regulation before application shall explain their reasons and relevant legal basis, and the arrangements on record of self-regulation after application. 6. Where any relevant party is the shareholder of an existing fund management company, explanations of the following situations shall be made: the name of the fund management company of which the shares are held by it, the amount and proportion of capital contribution, the return of investments of the past years, the personnel assigned to the fund management company, the exercise of shareholder's rights and performance of shareholder's obligations and other information. (4) Agreement of the relevant parties The agreement signed by the shareholders on the major alterations, including the amount and proportion of capital contribution, rights and obligations. Where the capital contribution of any shareholder of the fund management company is transferred within 1 year, the written explanation of the relevant legal basis by the relevant party shall be attached. (5) Written opinions presented by all the shareholders of the company on improving the company governance structure, strengthening the internal rule-compliance control, executing the disciplinary procedures and enhancing the regulations of staff action after the occurrence of the relevant major alterations, and the relevant implementation plans drafted by the board of directors according to the relevant resolutions of the shareholders' conference. (6) Amendments of articles of association of the company. (7) Legal opinions on the agreement and the company's articles of association of the relevant parties issued by the law firms and the lawyers thereof with the qualification for securities business. (8) Other supplementary materials to be submitted required by the CSRC in accordance with the relevant laws and regulations or in analog with the precedents. Attachment 2: CONTENTS AND FORMAT OF THE APPLICATION MATERIALS FOR MAJOR ALTERATIONS OF FUND MANAGEMENT COMPANIES (2) (applicable to the major alterations provided for in Items 3), 4), 6) of Article 2 of this Notice) I. Paper, cover and number of pieces (1) Paper Paper with the size of 209 x 295 mm shall be used (about the same size of A4 paper). (2) Cover The cover shall be marked with the words "Applications Materials for Major Alterations of Fund Management Companies", the specific alterations and the name of the applicant. (3) Number of pieces The application materials shall be in duplicate, among which one shall be the original. II. Table of contents of the application materials (1) Application report The main contents shall include the contents and purposes of the major alterations and the affection of such to the legitimate rights and interests of the fund management company and the legitimate rights and interests of the interested parties such as the fund holders, etc. The application report shall be signed and sealed by the relevant parties. (2) Resolutions of the shareholders' conference or board of directors, and the authorization letter to the fund management company on the handling of relevant specific matters. (3) Amendments of the articles of association of the company. (4) Legal opinions issued by the lawyers with the qualification for securities business retained by the company. (5) Other supplementary materials to be submitted required by the CSRC in accordance with the relevant laws and regulations or in analog with the precedents. Attachment 3: CONTENTS AND FORMAT OF THE RECORD MATERIALS FOR MAJOR ALTERATIONS OF FUND MANAGEMENT COMPANIES I. Paper, cover and number of pieces (1) paper Paper with the size of 209 x 295 mm shall be used (about the same size of A4 paper). (2) Cover The cover shall be marked with the words "Record Materials for Major Alterations of Fund Management Companies", the specific alterations and the name of the company for the record. (3) Number of pieces The record materials shall be in duplicate, among which one shall be the original. II. Table of contents of the record materials (1) Explanations of the record The main contents shall include: the contents of the major alterations to be recorded and the reasons for the alterations, in case of amendment of the company's articles of association, it shall also be explained whether the amended article of association will constitute substantial affection to the legitimate rights and interests of the company and of the interested parties such as the fund holders, etc. (2) Resolutions of the shareholders' conference or board of directors. (3) Where amendment of articles of association is involved, the counterpart of the original and that of the amended shall be submitted. (4) Legal opinions issued by the lawyers with the qualification for securities business retained by the company. (5) Other documents that the company and relevant parities deem necessary to be submitted to the CSRC. |
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