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Article 1. In order to meet the needs of opening the securities market, to strengthen the supervision and administration of foreign-shared fund management companies and to define the conditions and procedures for the establishment of foreign-shared fund management companies, these rules have been formulated in accordance with the relevant provisions of the Company Law and the Interim Measures for the Administration of Securities Investment Fund (hereinafter referred to the Interim Measures). Article 2. The foreign-shared fund management companies used in these Rules shall refer to those of which the shares are transferred to or purchased by foreign shareholders or those that are co-founded by the foreign and domestic shareholders. Article 3. The China Securities Regulatory Commission (hereinafter referred to the CSRC) shall be responsible for the examination and approval, supervision and administration of foreign-shared fund management companies. Article 4. The organizational structure of a foreign-shared fund management company shall be limited company. The name, registered capital, establishment and duties of the departments of a foreign-shared fund management company shall be compatible with the relevant provisions of the Company Law, the Interim Measures and the CSRC. Article 5. Foreign-shared fund management companies shall meet the requirements provided for in the Interim Measures and by the CSRC. Article 6. The foreign shareholders of a foreign-shared fund management company shall meet the following conditions: (1) being financial institutions established according to the laws of their home countries and continuing to exist validly, and having not been given major punishment by the securities regulatory bodies or judicial organs in the last 3 years; (2) their home countries shall have sound securities legal and regulatory systems, and the securities regulatory bodies have signed the memorandums of understanding on securities regulation with the CSRC, and have kept effective cooperative relation with the CSRC; (3) the paid-in capital shall be freely convertible currency equal to no less than RMB300,000,000; and (4) other prudential conditions provided for by the CSRC. Article 7. The domestic shareholders of a foreign-shared fund management company shall have the qualification as shareholders of fund management companies provided for by the CSRC. Article 8. The shares held by foreign shareholders or the equity possessed by them (both directly and indirectly) in a foreign-shared fund management company may not exceed one third of the total accumulatively, and the ratio may not exceed 49% in 3 years after China's entry into the WTO. Foreign shareholders shall invest by freely convertible currencies. กก Article 9. The board chairman, general manager, and deputy general manager of a foreign-shared fund management company shall have the qualification as senior executives of securities company provided for by the CSRC. Article 10. The domestic and foreign applicants of a foreign-shared fund management company shall submit the applying materials to the CSRC according to the contents and formats provided for by the CSRC. The applying materials submitted by the domestic and foreign applicants to the CSRC must be in Chinese. Where the documents and materials issued by the foreign shareholders and the securities bodies of their home countries are in foreign languages, the Chinese version consistent with the original contents shall be attached. Article 11. Where foreign shareholders and domestic shareholders jointly establish a foreign-shared fund management company, two phases are required, namely the preparation and the commencement of business. Article 12. The CSRC shall make the decision on whether to approve the preparation of establishment within 60 workdays from formally accepting the application for preparation from the domestic and foreign applicants. Where approval is granted, the reply documents shall be issued; where approval is not granted, the applicants shall be notified in written form and the reasons shall be explained. Article 13. As for a foreign-shared fund management company that has already obtained the approval documents for preparation from the CSRC, if there are major changes in the basic situation of its foreign shareholder, or its foreign shareholder has been punished or closely controlled and supervised by the regulatory bodies of the relevant countries and regions due to violation of rules, that foreign shareholder shall make a motion of convening the promoter's meeting of the fund management company without delay, and shall explain the relevant situations. If the foreign shareholder no longer meets the conditions of these Rules, the promoter's meeting shall give the opinions on treatment, and the preparation group of the company shall report to the CSRC and handle the relevant matters timely. Article 14. The domestic and foreign applicants shall, after the preparation of establishment of the fund management company has been accomplished, submit the applying materials for commencement of business to the CSRC. The CSRC shall make the decision on whether to approve, defer approving or not approve the commencement of business within 30 workdays from the day of accepting the application. Where approval is granted, the approval documents shall be issued; where the approval is deferred or not granted, the applicant shall be notified in written form and the reasons shall be explained. Article 15. Where the shares of a foreign-shared fund management company are transferred to or purchased by the foreign shareholders, the fund management company shall submit the applying materials to the CSRC. The CSRC shall make the decision on whether to approve it within 60 workdays from the day of formally accepting the application. Where approval is granted, the reply documents shall be issued; where approval is not granted, the applicant shall be notified in written form and reasons shall be explained. With respect to the review of the applications involving newly added shareholders and the change of shareholders who have the highest ratio of capital contribution and nominate the most directors, the CSRC shall handle with reference to the procedures for review of preparation of fund management companies. Article 16. As for the foreign shareholders of a foreign-shared fund management company, where the authorities of the place where the company is registered or its main business activities take place require to put on record the foreign investment, if the foreign shareholders, after obtaining the approval documents from the CSRC according to law, submit the relevant materials for record to the aforesaid authorities, it shall also submit the counterparts of those materials to the CSRC. Article 17. The shareholders of a foreign-shared fund management company shall, within 30 workdays after obtaining the approval documents from the CSRC, make the registration of alteration or establishment of the company with the administration for industry and commerce. Article 18. Where the investors from Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan area participate in the capital equity of domestic-funded fund management companies, these Rules shall be applied in analog. Article 19. As for the establishment, alteration, termination, business activities, supervision and administration of foreign-shared fund management companies, other relevant provisions of the CSRC shall be applicable when there are no corresponding provisions in these Rules. Article 20. These Rules shall come into force on July 1, 2002. |
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