The registration, alteration, termination and business activities of overseas subsidiaries and joint-stock institutions shall comply with the laws, regulations and regulatory requirements of the country or region where they are located. Article 3 When a securities fund operating institution establishes or purchases a subsidiary or a shareholding operating institution overseas, it shall make necessary investigation and study on the overseas market situation, laws and regulations, and the regulatory environment, comprehensively consider its own financial situation, corporate governance, internal control and risk management level, subsidiary management and control ability, development planning and other factors, make comprehensive evaluation and demonstration, and make reasonable and prudent decisions. Article 4 A securities fund operating institution that establishes or purchases subsidiaries or equity-holding operating institutions abroad shall not engage in acts that endanger People's Republic of China (PRC)'s sovereignty, security and public interests, or violate the provisions of relevant laws and regulations such as anti-money laundering. Article 5 Overseas subsidiaries and joint-stock operating institutions shall be subject to the supervision of overseas supervision and management institutions in accordance with the principle of territorial supervision. China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission) has established a cross-border supervision and management cooperation mechanism with overseas supervision and management institutions, strengthened the exchange of supervision information and law enforcement cooperation, and urged securities fund operating institutions to perform their management duties on overseas subsidiaries and shareholding operating institutions according to law. Article 6 Securities fund operating institutions shall, in accordance with the relevant provisions of the State Administration of Foreign Exchange and the China Securities Regulatory Commission, establish a complete risk management system for foreign exchange assets and liabilities, and go through the relevant procedures for the import and export of foreign exchange funds according to law. Article 7 A securities company that establishes or acquires a subsidiary or a shareholding operating institution abroad shall file a record with the China Securities Regulatory Commission. A securities investment fund management company shall obtain the approval of the China Securities Regulatory Commission when it establishes or acquires subsidiaries or equity-participating operating institutions overseas. Article 8 A securities fund operating institution that establishes or acquires subsidiaries or shares in an operating institution abroad to carry out business activities shall conform to its governance structure, internal control, compliance management, risk management, risk control indicators and the composition of employees, and meet the requirements of prudent supervision and protection of the legitimate rights and interests of investors. Under any of the following circumstances, it is not allowed to set up or acquire subsidiaries or equity-participating operating institutions overseas:
(1) Having been subjected to administrative punishment or criminal punishment for major violations of laws and regulations in the last three years, having been subjected to major regulatory measures for risk control indicators that do not meet the requirements in the last 65,438+0 years, or being investigated or being rectified for suspected major violations of laws and regulations;
(2) The country or region where the subsidiary or shareholding institution is to be established or acquired has not yet established a sound securities law and supervision system, or the relevant financial supervision institutions in this country or region have not signed a memorandum of understanding on supervision cooperation with institutions recognized by the China Securities Regulatory Commission or the China Securities Regulatory Commission, and have maintained an effective supervision cooperation relationship;
(3) Other circumstances stipulated by the China Securities Regulatory Commission.
Where a securities investment fund management company establishes or acquires subsidiaries or equity-participating operating institutions overseas, its net assets shall not be less than 600 million yuan, and its continuous operation shall, in principle, be over 2 years. Article 9 A securities fund operating institution that establishes an overseas subsidiary shall have good financial status and asset quality, have the ability to contribute to the subsidiary, and be a wholly-owned subsidiary, unless it is approved by the China Securities Regulatory Commission. Article 10 A securities investment fund management company shall submit the following application materials to the China Securities Regulatory Commission when it establishes or acquires subsidiaries or equity-participating operating institutions overseas:
(1) An application report signed by the legal representative;
(2) Relevant resolutions on the establishment and acquisition of subsidiaries or equity-holding operating institutions abroad;
(3) The articles of association (draft) of the subsidiary or shareholding business institution to be established or acquired;
(4) A statement that it meets the requirements for establishing and purchasing subsidiaries and shareholding operating institutions abroad;
(5) Relevant measures, arrangements and explanations to prevent risk transfer, interest conflict and interest transfer with overseas subsidiaries and equity-participating operating institutions;
(6) An explanation of the effective management of overseas subsidiaries and equity-participating operating institutions, including the existing risk management and internal control arrangements of domestic subsidiaries and their implementation effects, the planned management and control arrangements for overseas subsidiaries, and the implementation mechanism of relevant voting rights of overseas equity-participating operating institutions, etc. ;
(7) An agreement on the establishment or acquisition of subsidiaries or equity-participating operating institutions abroad (if applicable);
(8) A feasibility study report, which at least includes: the necessity and feasibility of establishing or purchasing subsidiaries or equity-holding operating institutions abroad, the explanation of the source of foreign exchange funds, the name, organizational form, management structure, equity structure chart, business scope and business development plan of overseas subsidiaries or equity-holding operating institutions, and the resumes of key personnel, etc. ;
(9) A description of the communication with overseas supervision and management institutions;
(ten) other materials required by the China Securities Regulatory Commission.
Where a securities company establishes or acquires shares in subsidiaries or operating institutions abroad, it shall submit to the China Securities Regulatory Commission a statement on filing, a statement on the company's capital adequacy, a statement on the simulation calculation of risk control indicators and the documents specified in the first paragraph of this article within five working days after the resolution of the company's board of directors or other relevant resolutions are passed.
China Securities Regulatory Commission finds that the establishment or acquisition of subsidiaries and shareholding institutions by securities companies overseas does not conform to the relevant provisions of these Measures, and shall order it to make corrections.