Chapter I General Provisions
first
In order to strengthen the supervision and management of securities investment fund management companies, standardize the behavior of securities investment fund management companies, and protect the legitimate rights and interests of fund share holders and related parties, these Measures are formulated in accordance with the Securities Investment Fund Law, the Company Law and other relevant laws and administrative regulations.
second
The measures referred to in the securities investment fund management company (hereinafter referred to as the fund management company) refers to an enterprise legal person established in People's Republic of China (PRC) with the approval of the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) and engaged in the securities investment fund management business and other businesses permitted by the China Securities Regulatory Commission.
essay
A fund management company shall abide by laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the self-discipline rules of the China Asset Management Association, be honest and trustworthy, be prudent and diligent, be faithful and conscientious, be a interest management native, be a fund share holder, and use the fund property.
Article 4
The China Securities Regulatory Commission and its dispatched offices shall supervise and manage fund management companies and their business activities in accordance with the Securities Investment Fund Law, the Company Law and other laws and administrative regulations, the provisions of the China Securities Regulatory Commission and the principle of prudent supervision.
Article 5
China Asset Management Association conducts self-discipline management of fund management companies and their business activities in accordance with laws, administrative regulations, provisions of China Securities Regulatory Commission and self-discipline rules.
Chapter II Establishment of Fund Management Companies
Article 6
The establishment of a fund management company shall meet the following conditions:
(1) Shareholders meet the provisions of the Securities Investment Fund Law and these Measures;
(2) Having articles of association that comply with the Securities Investment Fund Law, the Company Law and the provisions of the China Securities Regulatory Commission.
(3) The registered capital shall be no less than RMB 654.38+0 billion, and the shareholders must make contributions in cash, and the overseas shareholders shall make contributions in freely convertible currencies;
(4) There are no less than 65,438+05 senior managers and business personnel who are engaged in research, investment, valuation and marketing in accordance with laws, administrative regulations and the provisions of the China Securities Regulatory Commission, and have obtained the qualification for fund practice;
(5) Having business premises, safety precautions and other business-related facilities that meet the requirements;
(6) Setting up organizations and posts with reasonable division of labor and clear responsibilities;
(7) Having internal control systems such as supervision, auditing and risk control that meet the requirements of the China Securities Regulatory Commission;
(8) Other conditions approved by the State Council and stipulated by the China Securities Regulatory Commission.
Article 7
To apply for the establishment of a fund management company, shareholders who contribute or hold shares accounting for more than 5% of the registered capital of the fund management company (hereinafter referred to as shareholding ratio) shall meet the following conditions:
(1) Its registered capital and net assets are not less than 1 billion yuan, and its assets are of good quality;
(2) It has been operating continuously for more than three complete fiscal years, with perfect corporate governance and sound internal control system;
(3) It has not been subjected to administrative punishment or criminal punishment for illegal acts in the last three years;
(four) there is no misappropriation of customer assets and other acts that harm the interests of customers;
(5) It is not being investigated by the regulatory authorities due to illegal acts, or it is being rectified;
(6) It has a good social reputation, and has no bad records in financial supervision, taxation, industrial and commercial administrative organs, self-regulatory management, commercial banks and other institutions in the last three years.
Article 8
The major shareholders of a fund management company refer to the shareholders who hold the highest proportion of shares in the fund management company and not less than 25%.
In addition to the conditions stipulated in Article 7 of these Measures, major shareholders shall also meet the following conditions:
(a) engaged in securities business, securities investment consulting, trust asset management or other financial asset management business;
(2) Its registered capital is not less than 300 million yuan;
(3) Good business performance and good asset quality.
Article 9
In a Sino-foreign joint venture fund management company, the domestic shareholder with the highest shareholding ratio shall meet the conditions of major shareholders as stipulated in Article 8 of these Measures, and other domestic shareholders with a shareholding ratio of more than 5% shall meet the conditions as stipulated in Article 7 of these Measures.
An overseas shareholder of a Sino-foreign joint venture fund management company shall meet the following conditions:
(1) It is a financial institution established in accordance with the laws of the country or region where it is located, legally existing and having experience in financial asset management, with sound finances and good credit standing, and has not been punished by the regulatory authorities or judicial organs in the last three years;
(2) The country or region where it is located has a sound securities law and regulatory system, and its securities regulatory agency has signed a memorandum of understanding on securities regulatory cooperation with the China Securities Regulatory Commission or other institutions recognized by the China Securities Regulatory Commission, and maintained an effective regulatory cooperation relationship;
(3) The equivalent convertible currency with paid-in capital of not less than 300 million yuan;
(4) Other conditions approved by the State Council and stipulated by the China Securities Regulatory Commission.
The provisions of the preceding paragraph shall apply mutatis mutandis to investment institutions in Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Province Province.
Article 10
The shareholding ratio of shareholders of a fund management company shall conform to the provisions of the China Securities Regulatory Commission. The foreign share ratio or equity ratio of a Sino-foreign joint venture fund management company shall not exceed the commitment of China's securities industry to open to the outside world.
Article 11
There are no more than two institutions controlled by the same actual controller, including no more than 65,438+0 holding fund management companies.
Article 12
To apply for the establishment of a fund management company, the applicant shall submit the application materials for the establishment in accordance with the provisions of the China Securities Regulatory Commission.
The major shareholders shall organize and coordinate matters related to the establishment of a fund management company, and shall be mainly responsible for the authenticity and completeness of the application materials.
Article 13
During the application period, if the matters involved in the application materials have undergone major changes, the applicant shall submit updated materials to the China Securities Regulatory Commission within 5 working days from the date of the change; If the shareholders change, the application materials shall be re-submitted.
Article 14
According to the provisions of the Administrative Licensing Law and the Securities Investment Fund Law, the China Securities Regulatory Commission accepts the application for establishing a fund management company, examines it and makes a decision.
Article 15
The China Securities Regulatory Commission may examine the application for establishing a fund management company in the following ways:
(a) to solicit opinions from relevant institutions and departments on the conditions of shareholders;
(2) Examining the contents of the application materials by means of expert review and verification;
(3) Conduct on-site inspection on the preparation of the fund management company within 5 months from the date of acceptance.
Article 16
If the China Securities Regulatory Commission approves the establishment of a fund management company, the applicant shall go through the registration formalities with the administrative department for industry and commerce within 30 days from the date of receiving the approval document; With the "Business License for Enterprise as a Legal Person" issued by the administrative department for industry and commerce, you can obtain the qualification certificate of fund management from China Securities Regulatory Commission.
Sino-foreign joint venture fund management companies shall also apply for the approval certificate of foreign-invested enterprises and open foreign exchange fund accounts in accordance with the provisions of laws and administrative regulations.
A fund management company shall announce the establishment of the company in a national newspaper meeting the requirements stipulated by the China Securities Regulatory Commission within 10 days from the date of completing the industrial and commercial registration procedures.
Chapter III Alteration and Dissolution of Fund Management Companies
Article 17
If a fund management company changes the following major matters, it shall report to the China Securities Regulatory Commission for approval:
(1) Changing the shareholders who hold more than 5% of the shares;
(2) Changing shareholders who hold less than 5% of the shares but have a significant impact on corporate governance;
(3) Changing the shareholding ratio of shareholders by more than 5%;
(four) to amend the important provisions of the articles of association;
(5) Other important matters stipulated by the China Securities Regulatory Commission.
Article 18
After a fund management company changes its shareholders, registered capital and shareholding ratio, the conditions of shareholders, shareholding ratio of shareholders, number of shareholders participating in the fund management company and registered capital shall comply with the provisions of the China Securities Regulatory Commission.
Article 19
Shareholders of a fund management company shall abide by the following provisions when disposing of their equity:
(1) Shareholders shall be honest and trustworthy when transferring equity, abide by the commitments made when subscribing and transferring equity, and shall not harm the legitimate rights and interests of fund share holders;
(2) Shareholders shall abide by the provisions of the Company Law when transferring shares, and shall not take improper means such as falsely reporting the transfer price to damage the legitimate rights and interests of other shareholders;
(3) The shareholders and the transferee shall clearly agree on relevant matters during the transfer period to ensure that the legitimate rights and interests of the fund management company and the fund share holders are not harmed, and the shareholders and the transferee shall not dispose of their equity by means of equity holding, equity custody, trust contract, secret agreement, etc.
(4) The relevant shareholder changes have not been approved by the China Securities Regulatory Commission, and the relevant legal procedures have been fulfilled. The transferor shall continue to perform the shareholder's obligations and bear corresponding responsibilities, and the transferee shall not exercise the shareholder's rights in any form;
(5) Other provisions of laws, administrative regulations and the Articles of Association.
Article 20
The registered capital increased by a fund management company must be contributed by shareholders in cash.
Article 21
If a fund management company changes major matters, it shall apply for the change in accordance with the provisions of the China Securities Regulatory Commission within 60 days from the date when the board of directors or the shareholders' (general) meeting makes a resolution; Where the transfer of shareholders' rights and interests is involved, if the fund management company fails to apply in accordance with the provisions, the relevant shareholders may apply directly.
Article 22
According to the provisions of the Administrative Licensing Law and the Securities Investment Fund Law, the China Securities Regulatory Commission accepts the application of fund management companies to change major matters, conducts examination and makes a decision.
Article 23
China Securities Regulatory Commission can take the form of inviting relevant personnel to talk, expert review and verification. Review the fund management company's application for changing major events.
Involving the change of major shareholders of fund management companies, shareholders with a total shareholding ratio of more than 50% or shareholders with the largest number of nominated directors, the China Securities Regulatory Commission shall review the provisions of these Measures on the establishment of fund management companies.
Article 24
Where a major change in a fund management company involves a change in industrial and commercial registration, the fund management company shall go through the formalities for registration of change with the administrative department for industry and commerce within 30 days from the date of receiving the approval document.
Where a fund management company is changed into a Sino-foreign joint venture company, it shall also apply for an approval certificate for a foreign-invested enterprise and open a foreign exchange fund account in accordance with relevant regulations.
Article 25
The appointment or change of senior management personnel of a fund management company shall be handled in accordance with laws, administrative regulations and the provisions of the China Securities Regulatory Commission.
Article 26
Where a major change in a fund management company involves a change in the contents of the fund management qualification certificate, the fund management company shall renew the fund management qualification certificate to the China Securities Regulatory Commission.
Article 27
A fund management company shall announce major changes in accordance with laws, administrative regulations and the provisions of the China Securities Regulatory Commission.
Article 28
The dissolution of a fund management company shall be carried out after the China Securities Regulatory Commission cancels its fund management qualification.
The dissolution of a fund management company shall be handled in accordance with the Company Law and other laws and administrative regulations.
Chapter IV Establishment, Change and Cancellation of Subsidiaries and Branches of Fund Management Companies
Article 29
A fund management company may, according to the needs of professional management, set up subsidiaries, branches or other branches as stipulated by the China Securities Regulatory Commission.
Subsidiaries can engage in asset management of specific customers, fund sales and other businesses permitted by China Securities Regulatory Commission. Branches or other branches designated by China Securities Regulatory Commission may engage in fund variety development, fund sales and other businesses authorized by fund management companies.
A fund management company shall, in light of its own reality, reasonably and prudently construct and improve the management organization mode, fully evaluate and demonstrate the establishment of subsidiaries and branches, and perform necessary internal decision-making procedures.
Article 30
The subsidiaries of a fund management company shall be controlled by the fund management company, and the relevant businesses shall comply with the provisions of relevant laws and regulations. A necessary separation wall system shall be established between a fund management company and its subsidiaries to prevent possible risk transfer and conflict of interest.
A fund management company shall establish an effective supervision and management system, strengthen the supervision and daily management of the business, personnel and finance of its subsidiaries and branches, and branches shall not operate by contracting, leasing, custody or cooperation.
A fund management company may set up an office, which shall not engage in business activities.
Article 31
To establish a subsidiary or branch, a fund management company shall meet the following conditions:
(1) The company has sound corporate governance, perfect internal control, stable operation and strong ability of sustainable operation;
(2) The company has not been subjected to administrative punishment or criminal punishment for illegal acts in recent 1 year;
(3) The company is not being investigated by the regulatory authorities for violations of laws and regulations, or is in the process of rectification;
(4) The subsidiary or branch to be established has a qualified name, office space, business personnel, safety precautions and other business-related facilities;
(5) The subsidiaries and branches to be established have clear responsibilities and perfect management systems;
(6) Other conditions stipulated by the China Securities Regulatory Commission.
Article 32
To establish a subsidiary or branch, a fund management company shall submit application materials in accordance with the provisions of the China Securities Regulatory Commission within 60 days from the date when the board of directors or the shareholders' (general) meeting makes a resolution.
Article 33
According to the provisions of the Administrative Licensing Law and the Securities Investment Fund Law, the China Securities Regulatory Commission accepts the application of a fund management company to set up a subsidiary or branch, conducts examination and makes a decision.
The China Securities Regulatory Commission may conduct on-site inspections on the subsidiaries and branches to be established.
Article 34
Where a fund management company changes or cancels its branches, it shall report to the dispatched offices of China Securities Regulatory Commission and China Securities Regulatory Commission within 15 days from the date of change or cancellation.
The establishment, change or cancellation of the office of a fund management company shall report to the China Securities Regulatory Commission and the local dispatched office of the China Securities Regulatory Commission within 15 days from the date of establishment, change or cancellation.
Article 35
When a fund management company establishes a branch, it shall go through the registration formalities with the administrative department for industry and commerce within 30 days from the date of receiving the approval documents.
Where a fund management company changes or cancels its branches, it shall go through relevant formalities with the administrative department for industry and commerce in accordance with relevant regulations.
Article 36
A fund management company shall announce the establishment, alteration or cancellation of its subsidiaries and branches in accordance with laws, administrative regulations and the provisions of the China Securities Regulatory Commission.
Chapter V Governance and Operation of Fund Management Companies
Article 37
A fund management company shall, in accordance with the Company Law and other laws, administrative regulations and the provisions of the China Securities Regulatory Commission, establish a governance structure with sound organizational structure, clear division of responsibilities, effective checks and balances, and reasonable incentives and constraints, safeguard the company's standardized operation and safeguard the interests of fund share holders.
Corporate governance should follow the basic principle of giving priority to the interests of fund share holders. When the interests of the fund management company, its shareholders and employees conflict with those of the fund share holders, the interests of the fund share holders shall be given priority.
Article 38
Shareholders of a fund management company shall perform their legal obligations and shall not make false capital contributions, withdraw capital contributions or withdraw capital contributions in disguise.
Shareholders of a fund management company may not hold the equity of the fund management company for other institutions or individuals, nor may they entrust other institutions or individuals to hold the equity on their behalf. Shareholders of a fund management company and their actual controllers shall not occupy or transfer the assets of the fund management company in any form.
The major shareholders of a fund management company shall adhere to the concept of long-term investment and make a written commitment to hold the equity of the fund management company for not less than 3 years.
Article 39
A fund management company shall specify the terms of reference and rules of procedure of the shareholders' meeting.
A fund management company shall establish a system of isolating business and key customer information from shareholders. The shareholders of a fund management company and their actual controllers shall exercise their rights according to law through the shareholders' (general) meeting, and shall not exceed the shareholders' (general) meeting and the board of directors to appoint or remove directors, supervisors and senior managers of the fund management company, and shall not directly interfere with the operation and management of the fund management company and the investment operation of the fund property; Fund management companies shall not be required to provide cooperation in securities underwriting, securities investment and other business activities, which will damage the legitimate rights and interests of fund share holders and other parties.
If the total shareholding ratio of individual shareholders or related shareholders of a fund management company exceeds 50%, the above shareholders and the institutions controlled by them shall not engage in the securities asset management business of public offering or similar public offering.
Article 40
When the major shareholders of a fund management company are unable to operate normally, other shareholders and relevant parties shall be convened to properly handle relevant matters in accordance with the principle of protecting the interests of fund share holders.
Article 41
A fund management company shall specify the terms of reference and rules of procedure of the board of directors. The board of directors shall, in accordance with laws, administrative regulations and the articles of association, formulate the basic system of the company, decide on major issues, supervise and reward and punish management personnel. The meeting of the board of directors shall be convened and presided over by the chairman, and the board of directors and the chairman shall not interfere with the specific business activities of the management personnel beyond their functions and powers.
The board of directors shall pay attention to the long-term investment performance, corporate compliance and risk control of the fund, safeguard the interests of fund share holders, and shall not take the short-term fund management scale and profit growth as the main assessment criteria.
The general manager of a fund management company shall be a member of the board of directors. If the total shareholding ratio of individual shareholders or related shareholders of a fund management company exceeds 50%, the number of directors related to the above shareholders shall not exceed 65,438+0/3 of the board of directors.
Article 42
A fund management company shall establish and improve the system of independent directors, and the number of independent directors shall not be less than 3, and shall not be less than 0/3 of the number of directors.
Independent directors should be independent of the fund management company and its shareholders, take the maximization of the interests of fund share holders as the starting point, be diligent and conscientious, and independently make objective and fair professional judgments on major issues of fund property and company operation according to law.
Article 43
The board of directors of a fund management company shall adopt the following matters by more than two thirds of independent directors:
(1) major related party transactions in the investment operation of companies and funds;
(two) the audit of the company and the fund, hire or change the accounting firm;
(3) Semi-annual reports and annual reports of funds managed by the company;
(4) Other matters stipulated by laws, administrative regulations and the Articles of Association.
Article 44
A fund management company shall establish and improve the inspector general system, and the inspector general shall be appointed by the board of directors, be responsible to the board of directors, and supervise and audit the legal compliance of the company's operation.
When the inspector general discovers that the company has major risks or illegal behaviors, he shall inform the general manager and other relevant senior management personnel, and report to the board of directors, the China Securities Regulatory Commission and the dispatched office of the China Securities Regulatory Commission where the company is located.
Article 45
A fund management company shall strengthen the supervisory role of the board of supervisors or executive supervisors in the performance of duties by the company's finance and board of directors, and safeguard the legitimate interests of shareholders.
The board of supervisors shall include shareholders' representatives and employees' representatives, and the proportion of employees' representatives shall not be less than 1/2 of the number of supervisors. If there is no board of supervisors, there should be at least 1 employee representatives among the executive supervisors.
The board of supervisors, the chairman of the board of supervisors and the executive supervisors shall not interfere with the specific business activities of management personnel beyond their functions and powers.
Article 46
The general manager of a fund management company is responsible for the operation and management of the company. Senior managers and other staff members of a fund management company shall faithfully and diligently perform their duties and shall not seek illegitimate interests for shareholders, themselves or others.
Article 47
Directors, supervisors, senior managers, shareholders and relevant parties of a fund management company shall perform their duties according to law during the period when the major shareholders of the fund management company are unable to operate normally or the equity of the fund management company is transferred, and make good risk prevention arrangements to ensure the normal operation of the company and the interests of fund share holders are not harmed.
Article 48
Fund management companies should adhere to the concept of prudent management, and the scale of assets under management should match their own personnel reserves, investment and research and customer service capabilities, tolerance of information technology systems, risk management and internal monitoring levels, and earnestly safeguard the long-term interests of fund share holders.
Article 49
Fund management companies shall, in accordance with the provisions of the China Securities Regulatory Commission, establish a scientific, reasonable, strict and effective internal control system, formulate a scientific and perfect internal control system, operate legally and in compliance, and have sound and effective internal control.
Article 50
A fund management company shall establish and improve an investment management system consisting of authorization, research, decision-making, execution and evaluation, and treat the different fund assets and client assets it manages fairly.
Article 51
A fund management company shall establish and improve the system of fund financial accounting and fund asset valuation, strictly abide by the relevant provisions of the state, and timely, accurately and completely reflect the fund assets.
Article 52
Fund management companies shall abide by relevant laws and regulations, industry regulatory requirements and industry technical standards, follow the principles of safety, practicality and operability, and establish an information technology system that is suitable for the company's development strategy and business operation.
Article 53
A fund management company shall establish and improve the human resource management system, standardize post responsibilities, strengthen staff training, establish an incentive and restraint mechanism suitable for the company's development and an interest restraint mechanism between fund practitioners and fund share holders, and provide human resources support for the company's management and sustainable development.
Article 54
Fund management companies shall establish and improve customer service standards, strengthen sales management, standardize fund publicity, and shall not engage in unfair sales or unfair competition.
Article 55
A fund management company shall maintain a good financial position to meet the needs of operation, business development and risk prevention.
The fund management company shall establish and improve the financial management system, strictly implement the national financial laws and regulations, and the relevant funds or assets must be included in the accounting books that meet the requirements of the unit.
Article 56
A fund management company may increase its registered capital according to the principle of prudent operation and the needs of business development.
A fund management company shall draw risk reserves in accordance with regulations.
Article 57
A fund management company shall manage and use its inherent funds in accordance with the provisions of the China Securities Regulatory Commission.
The fund management company shall maintain the normal operation of the company and shall not damage the legitimate rights and interests of the fund share holders when managing and using the inherent funds.
Article 58
A fund management company shall establish an emergency response plan system, and properly handle emergencies that seriously affect the interests of fund share holders, may cause systemic risks and seriously affect social stability according to the plan.
Article 59
A fund management company may, according to the needs of its own development strategy, entrust a qualified fund service institution to handle the business of fund share registration, accounting, valuation and information technology system development and maintenance on its behalf, but the responsibilities that the fund management company should bear according to law are not exempted by entrustment.
Where a fund service institution is entrusted to handle part of the business on its behalf, the fund management company shall fully evaluate and demonstrate, perform necessary internal decision-making procedures, carefully determine the scope and content of the entrusted business and the entrusted fund service institution, formulate the risk management and emergency handling system for the entrusted business, strengthen the evaluation and restraint of the entrusted fund service institution, ensure the confidentiality and safety of business information, and safeguard the legitimate rights and interests of fund share holders and the company's business secrets.
Article 60
A fund management company shall, within 10 days after signing the entrustment agreement with the fund service institution, report the scope and content of the entrusted business, the basic situation and business preparation of the entrusted fund service institution, the main risks and the corresponding risk prevention measures to the China Securities Regulatory Commission and the local dispatched office of the China Securities Regulatory Commission. A fund management company shall disclose the entrusted business in the fund prospectus, fund contract, fund annual report, fund semi-annual report and fund management company annual report.
A fund service institution engaged in the entrusted business shall have a sound governance structure, standardized operation, good financial status, a team of professionals, business premises, safety technical facilities suitable for the entrusted business, and a sound internal control, risk management, emergency handling system and business operation process. Fund service institutions and their employees shall fulfill their duties, be honest and trustworthy, be cautious and diligent, ensure the safe and effective operation of the entrusted business, keep business secrets, and shall not disclose or use the non-public information known by the entrusted business for profit, and shall not harm the legitimate rights and interests of fund share holders.
Chapter VI Supervision and Administration
Article 61
Fund management companies and shareholders of fund management companies who apply for approval of relevant matters, conceal relevant information or provide false materials will not be accepted by the China Securities Regulatory Commission; Those that have been accepted shall not be approved.
Article 62
According to laws, administrative regulations, the provisions of China Securities Regulatory Commission and the principle of prudential supervision, China Securities Regulatory Commission conducts off-site inspection and on-site inspection on corporate governance, internal monitoring, operating conditions, risk status and related business activities of fund management companies.
Article 63
Off-site inspection is mainly carried out by reviewing the materials submitted by fund management companies.
The fund management company shall submit the following materials to the China Securities Regulatory Commission and the local dispatched office of the China Securities Regulatory Commission:
(a) the annual report of the fund management company audited by an accounting firm that complies with the provisions of the Securities Law;
(2) An annual evaluation report on the internal control of the fund management company issued by an accounting firm that complies with the provisions of the Securities Law;
(3) quarterly report and annual supervision and audit report;
(four) other requirements submitted by the China Securities Regulatory Commission according to the principle of prudent supervision.