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 the sovereignty, security and social interests of the people of China, and shall not 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 The establishment and acquisition of subsidiaries or equity-holding operating institutions by securities fund operating institutions abroad shall be approved by the China Securities Regulatory Commission. Article 8 A securities fund operating institution shall meet the following conditions when establishing or purchasing a subsidiary or a shareholding operating institution abroad:
(1) The country or region where the subsidiaries and shareholding institutions to be established or acquired are located has a sound securities law and supervision system, and has signed a memorandum of understanding on supervision cooperation with the institutions recognized by the China Securities Regulatory Commission or the China Securities Regulatory Commission to maintain an effective supervision cooperation relationship;
(2) It has not received administrative or criminal punishment for major violations of laws and regulations in the last three years, and has not taken major regulatory measures for reasons such as imperfect governance structure and imperfect internal control in the last 65,438+0 years, and there is no situation that it is under investigation or undergoing rectification for suspected major violations of laws and regulations;
(3) Its financial position and asset liquidity are good, and the net assets of the securities company are not less than 6 billion yuan, and the net assets of the securities investment fund management company are not less than 600 million yuan; The principle of continuous operation is more than 2 years; The risk control indicators (if any) in the last 12 months have continuously met the requirements, and the risk control indicators still meet the requirements after the establishment and acquisition of subsidiaries and shareholding institutions abroad;
(4) The corporate governance structure is sound, the risk management system and internal control mechanism are perfect, and it can effectively cover the subsidiaries to be established and acquired overseas and the operating institutions with equity participation;
(5) Other conditions stipulated by the China Securities Regulatory Commission. Article 9 All overseas subsidiaries established by securities fund operating institutions shall be established except with the approval of the China Securities Regulatory Commission. Article 10 A securities fund operating institution shall submit the following application materials to the China Securities Regulatory Commission when establishing or purchasing subsidiaries or equity-holding 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 the securities fund operating institution meets the conditions for establishing and purchasing subsidiaries and shareholding operating institutions overseas;
(5) Arrangement and explanation of relevant measures to prevent risk transfer, interest conflict and interest transfer between securities fund operating institutions and overseas subsidiaries and equity-participating operating institutions;
(6) A statement that the securities fund operating institution can effectively manage the overseas subsidiaries and equity-participating operating institutions, including the risk management and internal control arrangements for existing domestic subsidiaries and their implementation effects, the 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. Article 11 Overseas subsidiaries or joint-stock institutions shall engage in securities, futures, asset management or other financial businesses recognized by the China Securities Regulatory Commission, as well as financial-related businesses recognized by the China Securities Regulatory Commission, such as intermediary introduction of financial businesses, financial information services, financial information technology system services, background support services for specific financial businesses and products, etc., and shall not engage in businesses unrelated to finance.