Draft for comments on Relevant Issues of the manag

2022-08-18
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In order to do a good job in the implementation of the measures for the administration of securities investment fund management companies (CSRC order [] No.) (hereinafter referred to as the "measures"), the relevant issues are stipulated as follows:

I. implementation of relevant provisions in the measures

(I) items (4) and (5) of Article 6 of the Measures stipulate the personnel, business places and facilities required for business opening. When submitting the application materials for the establishment of the fund management company, the application materials for the appointment of the proposed chairman, the proposed general manager and the proposed chief inspector as well as the application materials for the proposed directors can be submitted first, and other personnel should be in place before the on-site inspection; If it plans to entrust a fund service institution to handle the sales, registration, accounting, valuation of fund units, development and maintenance of information technology systems and other businesses on its behalf, it shall submit a report on the due diligence of the fund service institution and the signed agreement on the entrusted business when submitting the application materials for the establishment of the fund management company. The preparation of relevant business premises, safety facilities and other business-related facilities shall meet the specified requirements when the CSRC conducts on-site inspection

(II) "the registered capital shall not be less than 100million yuan" in Article 7 (1) and "the registered capital shall not be less than 300million yuan" in Article 8 (2) of the measures shall be implemented according to the fact that the paid in registered capital of the shareholder shall not be less than this amount when submitting the application for the establishment of the fund management company or the application for the transfer of the equity of the fund management company

(III) "having good business performance" stipulated in Article 8 (III) of the measures shall be implemented according to the net profit offset by profit and loss in the recent three fiscal years. For "good asset quality", the securities business machine 8. Net weight: 155kg. The structure has continuously met the specified standards according to various risk control indicators in the recent 12 months, the net capital is not less than 1billion yuan, the classification evaluation level of the CSRC in the recent year is above class B, and it has the business qualifications of securities self operation, securities asset management and so on; The trust asset management institution shall be implemented according to the comprehensive rating result of the CBRC in the recent year, which is above grade 3

the specific standards for securities investment consulting and other financial asset management institutions will be stipulated separately

(4) the total shareholding ratio of non major shareholders with related relationships of the fund management company shall not exceed the shareholding ratio of major shareholders and their related shareholders. The total shareholding ratio of shareholders holding less than 5% shall not exceed the shareholding ratio of major shareholders; If the total shareholding ratio of the related shareholders reaches 5%, the shareholder with the highest shareholding ratio shall meet the conditions specified in Article 7 of the measures

(V) "financial asset management experience" in Item (1), paragraph 2, Article 9 of the measures mainly refers to the management experience of public funds, pension funds, charitable funds, endowment funds, etc., including asset scale, main varieties, performance, etc

(6) the shareholder whose shareholding change is less than 5% but has a significant impact on corporate governance as stipulated in Item (2) of Article 17 of the measures shall be reported to the CSRC for approval, which means that the transfer of the equity or shares held by the shareholder to other shareholders of the fund management company will lead to the change of the shareholder with the highest shareholding ratio of the company or the transfer of the company's control right; Item (4) "important clauses in the articles of association" refers to the clauses that stipulate the following matters: (1) the organizational structure of the fund management company and its formation method, functions and powers, and rules of procedure; (2) Reasons for dissolution and liquidation methods of the fund management company; (3) Other matters stipulated in the articles of association of the fund management company as required by the CSRC

(VII) the fourth document link of the measures: the third paragraph of Article 11 of the bioinspired reversible snapping hydrogen assembly shall be implemented in accordance with the following requirements: if the shareholding ratio has reached or exceeded 50% before the implementation of the measures, the provisions of this article shall not apply, except for those who increase their shareholding or shareholding ratio on the basis of the original shareholding ratio; After the implementation of the measures, the application for the establishment of a fund management company shall meet the requirements of these articles

(VIII) "Directors associated with the above shareholders" in paragraph 3 of Article 43 of the measures includes directors or Independent Directors recommended and nominated by the shareholder, directors who hold positions and receive salaries in the shareholder and its affiliated enterprises, and directors who have other interests associated with the shareholder

(IX) Article 49 of the measures, "the main shareholders of the fund management company cannot operate normally" refers to that the main shareholders are ordered to suspend business for rectification, designate custody, take over or cancel other regulatory measures, or enter bankruptcy and liquidation procedures. The directors, senior managers, shareholders and relevant parties of a fund management company shall comply with the following requirements: (1) all directors of the company shall earnestly perform their duties according to law, scrupulously abide by their duties, maintain the stable operation of the company, and protect the interests of fund unitholders from damage; (2) All senior managers of the company shall effectively strengthen the management of fund marketing, investment, trading, operation and other businesses in strict accordance with the requirements of laws, administrative regulations, rules and the company's business rules and procedures. 4 There is contact between the toothed bar pressing and the toothed bar, so as to do a good job in the stability of the staff team, maintain the stable operation and independent operation of the company, ensure the legality and compliance of the fund operation, and do not have any behavior that damages the interests of fund unitholders such as interest transmission; (3) The main person in charge of the company shall explain the relevant provisions of laws, administrative regulations and rules on the equity disposal of fund management companies to the custody group, rectification working group, liquidation group, court and other relevant parties in a timely manner; (4) The board of directors and management of the company shall formulate corresponding emergency plans, evaluate the risks that the company may encounter and determine countermeasures; (5) If the shareholders' meeting or the board of directors of the company discusses major matters that may affect the operation of the company, such as the disposal of equity or the change of senior managers, it shall report in writing to the CSRC and the securities regulatory bureau of the place where the company operates five working days before the relevant meeting is held; (6) Before disposing of the equity of the fund management company, the custodian group, liquidation group and other institutions representing the shareholders of the fund management company shall carefully perform the shareholders' responsibilities and integrity obligations, and shall not interfere with the normal operation of the company and damage the interests of the fund unitholders. In the process of formulating the equity disposal plan, the opinions of the CSRC should be consulted

II. Material declaration issues

(I) according to the relevant provisions of the measures, the CSRC has made unified provisions on the content and format of the declaration materials of relevant approval and reporting matters (see the annex for details), and all fund management companies and relevant institutions should declare materials in accordance with the prescribed format and content. If a copy of the application materials is required to be submitted, it shall be stamped with the unit seal. If the foreign-funded institution does not have the unit seal, it shall verify whether the copy is consistent with the original

(II) during the period when the equity of the fund management company held by shareholders is pledged, property preservation or enforcement measures are taken by the people's court, the CSRC will not accept their applications for the establishment of the fund management company or the transfer of the equity of the fund management company

(III) for applications accepted before the implementation of the measures that have not been approved, the materials shall be supplemented and corrected in accordance with the requirements of the measures and these Provisions, and the CSRC shall review them in accordance with the measures and these provisions

III. When calculating the proportion of foreign capital equity of a Sino foreign joint venture fund management company, if the domestic shareholders contain foreign capital, in principle, multiply the proportion of foreign capital holdings of the domestic shareholders of the joint venture company by their proportion of equity in the joint venture company, and then accumulate with the proportion of foreign shareholders (directly held) of the joint venture company. In case of the following two situations, the following standards shall be followed: (1) after the establishment of the joint venture, if the domestic shareholders (including the actual controller) are listed abroad or issue additional shares, the foreign equity of the domestic shareholders will not be calculated cumulatively with the equity held by the foreign shareholders of the joint venture, except that the control of the domestic shareholders will be transferred to foreign capital with the shared economic development becoming increasingly hot due to the overseas listing of the domestic shareholders or actual controllers. (2) Domestic shareholders (including the actual controller) are A-share listed companies. If QFII holds the shares of the listed company, the foreign equity of the domestic shareholders will not be calculated cumulatively with the equity held by the overseas shareholders of the joint venture, except that the control of the domestic shareholders is transferred to foreign capital due to QFII holding domestic shareholders or actual controllers

IV. if the composition of the board of directors and the board of supervisors of the fund management company before the implementation of the measures does not comply with the provisions of paragraph 3 of Article 43 and paragraph 2 of Article 47 of the measures, the requirements of the above provisions shall be met before MM DD YY

V. these Provisions shall enter into force as of, and the notice on Several Issues concerning the implementation (Zheng Jian Jin Zi [2004] No. 147) and the notice on regulating the establishment and equity disposal of fund management companies (Zheng Jian Jin Zi [2006] No. 84) shall be repealed at the same time

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