|
Welcome Guest
|
|
You are using Guest Account
|
|
||||||||||||||||||||||||||||||||||
|
Since the promulgation of the Interim Measures Governing the Investment of Securities within China by Qualified Foreign Institutional Investors (hereinafter referred to the Interim Measures), the China Securities Regulatory Committee (hereinafter referred to CSRC) has received many inquiring telephones and letters. In order to implement the Interim Provisions actively and steadily, the CSRC, jointly with other departments concerned, has created definite rules on some issues in the form of supporting measures or rules. Replies are hereby given to other issues as follows: I. SUPPORTING MEASURES OR RULES Q.1 What are the supporting measures or rules Ans.: The main supporting measures or rules include: Application Form for Trustee of Qualified Foreign Institutional Investors and Application Form for Securities Investments by Qualified Foreign Institutional Investors within China promulgated by the CSRC on November 30; Circular of the People's Bank of China on Relevant Issues Concerning Commercial Banks' Application for Engaging in Entrusted Business of Securities Investment by Qualified Foreign Institutional Investors within China promulgated by the People's Bank of China (hereinafter referred to the People's Bank) on December 11; Interim Measures on the Administration of Foreign Exchange in Domestic Securities Investments of Qualified Foreign Institutional Investors promulgated by the State Administration of Foreign Exchange (hereinafter referred to SAFE) on November 28; Detailed Implementing Rules of the Shenzhen Stock Exchange for the Securities Trading of Qualified Foreign Institutional Investors and the Implementing Rules of the Shanghai Stock Exchange for the Securities Trading of Qualified Foreign Institutional Investors promulgated by Shenzhen Stock Exchange and Shanghai Stock Exchange respectively, and the Detailed Implementing Rules for the Registration and Clearing of Securities investment by Qualified Foreign Institutional Investors within China promulgated by China Securities Registration and Clearing Co. Ltd. As to the relevant issues arising in the implementation of the Interim Measures, the CSRC will give explanations in a proper way. Q. 2 Where can an applicant get the application form for a qualified investor and a trustee Ans.: The applicant can download the relevant forms under the column titled "Dept. of Investment Funds Supervision" on the website of the CSRC (www.csrc.gov.cn). Some changes may be done in the forms according to the actual circumstances before they are filled up and submitted. Q. 3 Which language should be adopted in the application materials for a qualified investor or a trustee Ans.: Chinese is the unique valid language. II. APPLICATION, CHECK AND APPROVAL, WITHDRAWAL OF A QUALIFIED INVESTOR Q. 4 Which documents should be submitted to the CSRC via the domestic trustee in applying for the status of a qualified investor Ans.: The applicant should submit the following documents (in triplicate) to the CSRC: 1. qualified investor application (affixed with the signature of the legal representative or the agent authorized thereby); 2. application form for securities investments within China by qualified investors (affixed with the signature of the legal representative or the agent authorized thereby); 3. the power of attorney (affixed with the signature of the legal representative or the agent authorized thereby) that the applicant authorizes the trustee to handle relevant affairs of application; 4. explanations of the trustee about whether the applicant meets the requirements of the Interim Measures (affixed with an official seal); 5. draft agreement on entrustment established by the applicant and the trustee. Where the applicant is the domestic trustee's direct customer of a draft agreement on entrustment established by the applicant and the domestic trustee should be submitted; where the applicant is the domestic trustee's indirect customer (via the global trustee), the draft agreement on entrustment established by the applicant and the global trustee and the draft agreement on entrustment agreement established by the global trustee and the domestic trustee should be submitted. After the applicant has obtained the approval of the SAFE on the investment amount; at least seven days before the applicant's capital is remitted for the first time, the trustee should submit the formal entrustment agreement; 6. the applicant's business licence (photocopy) and financial operation licence (photocopy) issued by relevant administrative departments of the country or region where the it is located; 7. the applicant's articles of association and its interior control rules; 8. explanations about the qualifications of the applicant's main practitioners and their record of punishments in recent 3 years by the supervisory organs of the country or region where it is located; 9. explanations about recent 3 years' punishment record of the applicant by the supervisory organs of the country or region where it is located; 10. an explanation about the fund sources and a letter to guarantee against withdrawing its capital within the approved term; 11. recent 3 years' statements of finance that have been audited and other documents that can prove that the applicant meets the requirements of Article 7 of the Interim Measures; 12. If the applicant or its affiliated party has set up any branch or wholly foreign-funded or joint equity enterprise engaging in banking, securities and insurance, it should offer relevant explanations; and 13. other documents required by the CSRC and the STAFE. Among the documents provided in the preceding paragraph, where a document is signed by a person authorized by the legal representative, a power of attorney is required. The power of attorney and the documents provided in items (3), (6), (7), and (9) of the preceding paragraph should be subject to the notarization of an institution acknowledged by the country or region where it is located or subject to the legal letter, or subject to the authentication of the Chinese embassy or consulate to that country. The documents required in (8) of the preceding paragraph shall be subject to the notarization of an institution acknowledged by the country or region where the practitioners are holding positions, or subject to a legal letter, or subject to the authentication of the Chinese embassy or consulate to that country. Q. 5 How to define "the legal representative" mentioned in the Interim Measures and the preceding paragraph Ans.: The term "the legal representative" refers to the natural person (such as the Chairman of the board of directors or the CEO) authorized by the directorate, or specified in the articles of association of the applicant, or in accordance with the laws and regulations of the country or region where it is located, who can handle affairs related to the management of securities investment inside China by the qualified foreign institutional investor on behalf of the applicant. Q. 6 What does the term - "within the approved period" - in Article 8 of the Interim Measures refer to Ans.: "within the approved period" refers to the term that the applicant plans to engage in securities investment inside China and that has been approved by the CSRC. Q. 7 Which institution apart from the four kinds of institutions mentioned explicitly in the Interim Measures could also apply for the status of qualified investors Ans.: Other institutions of assets management provided in Article 2 of the Interim Measures, such as trust institutions or governmental investment institutions, may apply for the status of qualified investors as well. Q. 8 Please offer some information about the annual examination of the Security Investment Licence for a Qualified Investor (hereinafter referred to "Licence") Ans.: A qualified investor should submit the CSRC the Licence to be subject to annual examination via its trustee within one month after its trustee has submitted the financial statement of securities investment in the previous year audited by Chinese accountants. Q. 9 In which circumstances will the Licence of a qualified investor fail to pass Ans.: If a qualified investor refuses to accept the annual examination, or doesn't abide by the relevant requirements of the Interim Regulations, refuses to implement the punishments imposed by the CSRC, or fails to correct its illegal acts within the time limit, its Licence will fail in the annual examination. Q. 10 In which circumstances must a qualified investor withdraw from the security market of our country Ans.: Where a qualified investor's licence fails to pass the annual examination, or no new trustee would take over the assets entrusted to the original trustee; or it is under the other circumstances determined by the CSRC, the People's Bank of China, or the State Administration of Foreign Exchange according to the principle of careful supervision. III. QUALIFIED INVESTORS' SECURITIES INVESTMENT INSIDE CHINA, DISCLOSURE OF INFORMATION AND AUDITING Q. 11 Which domestic security companies can a qualified investors choose to handle domestic securities trading Ans.: The qualified investors should choose those approved by the CSRC, i.e. having the status of entrusted investment management, to handle relevant affairs. Q. 12 In accordance with Article 18 of the Interim Measures and upon the approval of the CSRC, are there any other financial instruments of renminbi that the qualified investors may invest in Ans.: The qualified investors may invest in the enclosed type of funds and open funds established upon the approval of the CSRC, and the CSRC has no limit on the investments to these funds. In addition, they may ask to purchase the added shares, rationed shares, new shares and convertible bonds. Q. 13 What should a qualified investor pay attention to in the disclosure of information Ans.: A qualified investor should abide by the pertinent laws and regulations of our country concerning the disclosure of information in the securities market, it should strictly undertake the obligation of information disclosure. In accordance with the Administrative Measures on Information Disclosure of the Listed Stockholders and relevant operational rules of the stock exchanges, when a qualified investor calculate the changed shares, it should calculate in a consolidated way the shares (A, B, and H shares), the convertible debenture evidential documents of deposition and trust of a same company held or controlled by it. Q. 14 Which domestic accounting companies should a qualified investor choose to offer auditing services to its securities investment management inside China Ans.: Only Chinese certified public accountants who fulfill the relevant professional qualifications for securities and futures upon the approval of the CSRC can offer services of auditing to the qualified investors. The name list is under the column titled "Office of Chief Accountant" on the website of the CSRC. Q. 15 If a qualified investor is allowed to engage in securities dealings during the period of reapplying for the Business Licence for Securities investment Ans.: In accordance with Article 35 of the Interim Measures, a qualified investor may continue to engage in securities dealings if the qualified investor reapplies for the Business Licence due to change of the institution name. However, in the case of being merged by another institution, or under the other circumstances determined by the CSRC and the SAFE pursuant to the principle of careful supervision, it should suspend the securities trading. IV. APPLICATION, CHECK, APPROVAL AND WITHDRAWAL OF A TRUSTEE Q. 16 Which documents shall be submitted to the CSRC, if a domestic commercial bank applies for the status of a trustee Ans.: The applicant should submit the following documents (in triplicate) to the CSRC: 1. application form for the status of a trustee (affixed with an official seal or the signature of the legal representative); 2. application form of the trustee; 3. the official reply of the People's Bank of China that approved the applicant's engaging in entrusted business of investments of securities within China by qualified foreign institutional investors (copy version); 4. the duplicate of its licence for financial operation (copy version) and the duplicate of business licence (copy version) 5. evidential documents of de facto accepted capital; 6. basic background information of domestic trust departments (including personnel assignment and safety measures); 7. relevant administrative rules (mainly including administrative measures on entrust business, interior risk control system, post-related responsibility and operational procedure, accounting methods and information control system); 8. explanations of possessing a highly efficient, rapid, safe and reliable technical system and relevant proofs; and 9. other documents requested by the CSRC pursuant to the principle of careful supervision. Q. 17 What is the check and approval procedure for the status of a trustee Who is to supervise Ans.: If a domestic commercial bank applies for the status of a trustee, first, it should be allowed by the People's Bank of China to engage in entrusted business, then, upon the approval of the CSRC and the SAFE, it acquires the status of a trustee. The CSRC, the People's Bank of China and the SAFE are responsible for the routine supervision of the operational acts related to them respectively. Q. 18 What is the quit procedure for a trustee Ans.: A trustee must quit under any of the following circumstances: 1. The qualified investor has been dissolved, or has been canceled in accordance with the law, or goes bankrupt, or fails to pass the annual examination; 2. The qualified investor has adequate reasons to say that the replacement of the trustee by another is more consistent with its interests; or 3. It was determined that the trustee couldn't fulfill the duties of a trustee any longer by the CSRC, the People's Bank of China, or the SAFE pursuant to the principle of careful supervision. The new trustee should acquire the status of the trustee of qualified investors. The original trustee cannot quit until the new one takes its place. Within 3 workdays as of the quit of the original trustee, the new trustee and the original trustee shall report relevant information to the CSRC, the People's Bank of China and the SAFE for archival purposes. If no new trustee is to take over the assets entrusted to the original trustee, or if it is under the other circumstances determined by the CSRC, the People's Bank of China or the SAFE pursuant to the principle of careful supervision, the qualified investor should terminate its business of securities investment inside China. V. OTHERS Q. 19 Which countries or regions have signed cooperative supervision memorandum with the CSRC Ans.: Relevant information can be found under the column titled "Dept. of International Cooperation" on the website of the CSRC. Q. 20 Where can one access the pertinent laws and regulations concerning the securities market of our country Ans.: One can search through the website of the CSRC and other relevant internet sites. Q. 21 How can an applicant address relevant inquires to the CSRC Ans. The applicant may send e-mails to fundsup@csrc.gov.cn. Please give clear indication of "QFII" or "CUSTODIAN", the CSRC will continue to answer the relevant questions at a certain time. |
||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||
|
Copyright 2002 NovexCn.com
|