Guiding opinions on the management of investment managers of fund management companies

Regulatory information

Announcement of China Securities Regulatory Commission

[2009] No.3

In order to further improve the compliance awareness of investment managers of fund management companies, standardize their professional behavior, prevent conflicts of interest and moral hazard, and improve the internal control of the company, I will revise the Guiding Opinions for Investment Managers of Fund Management Companies (Zheng Jian Fa [2006] No.226), and now the revised Guiding Opinions for Investment Managers of Fund Management Companies will be published and implemented from April 2009.

Press release issued on March 7, 2009/KLOC-0.

Content editing of laws and regulations

Chapter I General Provisions

Article 2 The term "investment manager" as mentioned in these Guiding Opinions refers to the following personnel who are responsible for fund investment, research and trading in the company and those who actually perform their corresponding duties:

(1) Members of the investment decision-making committee of the company;

(2) the company's senior management personnel responsible for investment, research and trading;

(3) The person in charge of the investment, research and trading department of the company;

(4) Fund managers and fund managers' assistants;

(5) Other personnel as stipulated by the China Securities Regulatory Commission.

Article 3 Investment managers shall be honest and trustworthy, independent and objective, professional and prudent, and diligent and conscientious.

Article 4 The company shall, in accordance with these guiding opinions and in combination with the actual situation of the company, establish relevant management systems for investment managers, improve relevant investment risk control systems of the company, and strengthen the practice management of investment managers.

Article 5 The China Securities Regulatory Commission and relevant agencies shall supervise and manage investment managers according to law, and the China Securities Association shall conduct self-discipline management of investment managers according to law.

Chapter II Basic Code of Conduct

Article 6 An investment manager shall safeguard the interests of fund share holders. When the interests of fund share holders conflict with the interests of companies, shareholders, institutions and individuals related to shareholders, investment managers should adhere to the principle of giving priority to the interests of fund share holders.

An investment manager shall not use the fund property or manage the fund shares to transfer benefits to any institution or individual, and shall not engage in or collaborate with others to engage in activities that harm the interests of fund share holders.

Article 7 Investment managers shall strictly abide by laws, administrative regulations, provisions of the China Securities Regulatory Commission and fund contracts, implement industry self-discipline norms and various rules and regulations of the Company, and shall not engage in acts that undermine the order of the securities market, such as raising the stock market and suppressing the stock price, or engage in other illegal operations.

Article 8 Investment managers shall abide by professional ethics, keep their promises to fund share holders, regulatory agencies and companies, and shall not engage in activities that conflict with the performance of their duties.

Article 9 An investment manager shall perform his duties independently and objectively, and shall not be interfered by others when making investment suggestions or conducting investment activities, and make objective and impartial independent judgments on investment, research and other matters within the scope of authorization.

Article 10 An investment manager shall treat different fund share holders fairly, treat fund share holders and other asset customers fairly, and shall not transfer interests between different fund assets or between fund assets and other entrusted assets.

Article 11 Investment managers should establish the concept of long-term, steady and responsible to fund share holders, carefully sign and earnestly perform employment contracts, and there should be justified reasons for terminating the employment contracts in advance.

Article 12 Investment managers should firmly establish the awareness of compliance and risk control, strengthen investment risk management, improve the level of risk management, and prudently carry out investment activities.

Article 13 Investment managers should strengthen their study, receive vocational training, be familiar with relevant policies and regulations of securities investment funds and relevant business knowledge, and constantly improve their professional skills.

Chapter III Supervision and Administration

Article 14 A company shall establish a scientific and reasonable employment system for investment managers, and clearly stipulate the employment conditions, procedures and duration of investment managers.

When hiring an investment manager, the company should fully understand the candidate's work background, law-abiding, integrity, professional qualifications, professional quality, work ability and job changes, carefully evaluate whether he is qualified for the post to be held, and make a prudent employment decision.

Before taking office, a fund manager shall pass the examination on legal knowledge of securities investment organized by China Securities Regulatory Commission or its authorized institution, and apply for registration with China Securities Association through the company he works for. Where the fund manager changes, it shall apply to China Securities Association for registration of change within the specified time. The company shall not employ persons who have not passed the securities investment legal knowledge examination and are not registered with China Securities Industry Association as fund managers. Investment managers such as investment director, asset management investment manager of specific customers, enterprise annuity investment manager and social security fund investment manager shall be managed with reference to this paragraph.

Article 15 A company shall sign an employment contract when hiring an investment manager. The company shall, in accordance with the requirements of relevant laws, regulations and rules, and in combination with the characteristics of the fund industry, carefully study and formulate the contents of the employment contract, and make detailed agreements on the rights and obligations of both parties, the employment period of investment management personnel, investment management objectives and assessment, confidentiality matters, non-competition matters, breach of contract terms, etc.

Article 16 A company shall improve investment business processes such as research, decision-making, implementation and feedback, reasonably set up departments and posts related to investment business, and clarify the responsibilities of relevant departments and posts.

Article 17 A company shall improve and strictly implement the mechanism of investment analysis and investment decision-making, strengthen the support of research for investment decision-making, and prevent the arbitrariness of investment decision-making.

Article 18 A company shall establish and improve the investment authorization system, clarify the investment authority, and prevent investment managers from engaging in investment activities beyond their authority.

Investment managers should strictly abide by the company's investment authorization system and perform their duties within the scope of authorization; Beyond the scope of authorization, the examination and approval procedures shall be performed in accordance with the company system.

Article 19 A company shall establish and improve the investment risk control mechanism, set up specialized institutions and be equipped with specialized personnel to monitor, evaluate and report market risk, credit risk and liquidity risk, and formulate corresponding risk disposal plans.

Article 20 A company shall establish a fair trading system, formulate fair trading rules, clarify the principles and implementation measures of fair trading, strengthen the tracking and monitoring of abnormal trading behaviors such as reverse trading and cross trading, which may lead to unfair trading and interest transfer, and timely analyze and perform reporting obligations according to regulations.

The Company shall treat funds and other entrusted assets fairly in the arrangement of investment managers, and shall not be partial to other businesses such as asset management of specific clients, and shall not affect the stability of fund managers due to other asset management businesses, and shall not adjust fund managers at the request of other institutional clients to harm the interests of fund share holders.

Article 21 A company shall establish an information management and confidentiality system and strengthen risk isolation.

Investment managers shall strictly abide by the relevant provisions of the company's information management and the confidentiality clause in the employment contract, and shall not use undisclosed information to seek benefits for themselves or others, and shall not violate the relevant provisions to transmit undisclosed information related to investment activities to shareholders, institutions, other departments and employees of the company.

Article 22 The company shall establish and improve the record and file management system of investment, research and transaction, and establish and change the alternative database of fund investment targets, major investment decisions and other matters with sufficient basis and complete records, which shall be kept within the prescribed time limit.

Article 23 A company shall establish a management system for personal conflicts of interest of investment managers, strengthen the management of behaviors that may lead to personal conflicts of interest, such as direct or indirect equity investment by investment managers and investments by their immediate family members, and establish relevant reporting, registration, audit, management and disposal systems in accordance with the principle of giving priority to the interests of fund share holders to prevent the normal investment of funds and the interests of fund share holders from being affected by the equity investment behaviors of investment managers.

Investment managers shall not directly or indirectly engage in securities investment activities for any other institution or individual, and shall not directly or indirectly accept various forms of benefits such as gifts and travel services provided by any other institution or individual such as securities companies, investment companies and listed companies. When performing their duties, the investment manager shall promptly report to the company the situation that may lead to personal conflicts of interest.

Unless otherwise stipulated by laws and administrative regulations, employees of the company shall not buy or sell stocks. Immediate family members who buy or sell stocks shall report their accounts and transactions to the company in a timely manner. Conflicts of interest should be avoided in fund transactions managed by the company and stock transactions of employees' immediate family members.

Article 24 The company shall strengthen the management of investment managers' participation in social activities and meetings related to their performance of duties, and uniformly arrange investment managers to participate in various forms of annual meetings, forums and other activities.

Without the company's permission, investment managers shall not participate in social activities or meetings related to the performance of their duties in the name of the company or individuals, and it is strictly forbidden for investment managers to take advantage of attending meetings to seek improper interests and damage the legitimate rights and interests of fund share holders.

Article 25 The company shall strengthen the management of the public statements of investment managers on fund investment.

The investment manager shall abide by the relevant provisions of the company's external publicity, and shall not mislead or defraud the fund share holders or make false statements about the fund performance.

Article 26 The company shall establish and improve the communication management system and strengthen the management of various communication tools. The company's fixed telephone should be recorded, and the investment managers' mobile communication tools such as mobile phones and handheld computers should be kept in centralized custody during trading hours. MSN, QQ and other instant messaging tools and emails should be monitored throughout the process and leave traces. Recording, instant messaging, e-mail and other materials shall be kept for more than five years.

Article 27 A company shall strengthen the management of the external exercise of rights by investment managers on behalf of fund share holders, formulate relevant systems and clarify corresponding procedures.

Entrusted by the Company, when exercising rights in the name of fund share holders, the investment manager shall abide by relevant laws, administrative regulations, provisions of the China Securities Regulatory Commission and relevant provisions of the Company, and shall not take advantage of his position to obtain illegitimate interests.

Article 28 A company shall strengthen the management of investment managers abroad and stipulate the reporting obligations and responsibilities that investment managers should perform when going abroad.

Article 29 A company shall establish an assessment system for investment managers to objectively and scientifically evaluate the performance of investment management.

The company's evaluation and assessment of fund managers should reflect the characteristics of long-term use of fund property, value investment and risk control.

Article 30 A company shall strengthen compliance education for investment managers, conduct regular compliance training, and raise their awareness of compliance. Every investment manager should receive no less than 20 hours of compliance training every year.

Article 31 The company shall strengthen the management of the procedures and scope of responsibilities for other personnel to perform the duties of investment managers on their behalf. The company's emergency system should include the treatment plan when the investment manager fails to perform his duties normally, so as to protect the fund property from losses.

The company shall strictly implement the provisions that other personnel perform the duties of fund managers on their behalf, and shall not arrange personnel who are not qualified as fund managers to actually perform the duties of fund managers for any reason in violation of the provisions. If it is planned that other personnel will perform the duties of fund manager for more than 30 days, the company shall report to the relevant agency of China Securities Regulatory Commission within 3 working days from the date of decision, and make relevant information disclosure. When the fund manager discovers that the company has illegally arranged other personnel to perform their duties in its name, it shall report to the relevant dispatched office of China Securities Regulatory Commission within 3 working days from the date of knowing.

Article 32 The company shall strengthen the management of the resignation of the investment manager, and make clear provisions on the procedures, work handover and resignation review of the investment manager.

The company shall, in accordance with the relevant provisions, timely review the investment managers who intend to leave the company, and issue a work experience certificate and a true and objective exit review report or appraisal opinion for them within 30 working days from the date of leaving the company, and take practical and effective measures to ensure the normal development of investment business.

When the investment manager resigns, he should apply to the company in advance according to the time limit stipulated in the employment contract, and actively cooperate with relevant departments to complete the work handover. Investment managers who have resigned but have not yet completed the handover of work shall conscientiously perform their obligations and shall not leave without authorization; The investment management personnel who have completed the handover of work shall conscientiously perform the obligations of confidentiality and non-competition in accordance with the provisions of the employment contract.

Article 33 A company shall strictly abide by the information disclosure regulations, disclose the changes of fund managers in a timely manner, make an announcement to the public within two trading days from the date of the company's decision, and report the appointment and dismissal materials to the relevant agencies of the China Securities Regulatory Commission.

When a company announces the change of fund managers, it shall at least include the following contents: the reasons for the change of fund managers, the basic information and work experience of the new fund managers, whether they have been punished by the regulatory authorities or taken administrative regulatory measures, and if they have managed publicly raised funds, the names and management time of the funds they manage shall be listed in detail.

In the fund prospectus and the updated materials of the prospectus, the company shall disclose in detail the names and management time of the current fund managers of the Fund, the names of the previous fund managers of the Fund and the management time of the Fund.

The fund manager shall urge the company to disclose his appointment and dismissal in a timely manner.

Article 34 When hiring investment managers who frequently change jobs in a short period of time, the company shall conduct due diligence on their past credit records, professional ethics and professional ethics, and report to the China Securities Regulatory Commission and relevant agencies in writing before signing the employment contract, explaining the due diligence and the reasons for the proposed employment.

The company shall not employ fund managers who have left other companies for less than 3 months to engage in investment, research, trading and other related businesses.

Article 35 If the fund manager has managed the fund for less than 1 year, the company shall not change the fund manager. If there are special circumstances that need to be changed, the reasons shall be explained in writing to the China Securities Regulatory Commission and relevant agencies.

If a fund manager voluntarily resigns after managing the fund for less than 65,438+0 years, he shall strictly abide by the relevant provisions of laws and regulations and employment contracts on non-competition, and make a written explanation to the China Securities Regulatory Commission and relevant agencies; When other companies employ them as investment managers, they should abide by the relevant provisions on non-competition, conduct due diligence on their past integrity records, professional ethics and professional ethics, obtain written appraisal of their original companies, and report to the China Securities Regulatory Commission and relevant agencies in writing before signing the employment contract, explaining the due diligence and the reasons for their proposed employment.

Where the fund manager changes frequently, the company shall explain the situation in writing to the China Securities Regulatory Commission and relevant agencies.

Article 36 If an investment manager is under any of the following circumstances, the inspector general shall report to the relevant agency of China Securities Regulatory Commission within 3 working days from the date of knowing the information:

(1) Being investigated or dealt with by the relevant department for being suspected of violating the law and discipline;

(2) Planned to leave his post for more than 1 month;

(3) Working part-time in other non-operating institutions;

(four) other circumstances that may affect the normal performance of the duties of the investment manager.

If the fund manager has the above circumstances, the company shall suspend or dismiss his position as a fund manager.

Article 37 The China Securities Regulatory Commission and its relevant dispatched offices shall establish supervision files for investment managers, track and record the integrity, practice, employment and resignation of investment managers, hold talks on employment and resignation of fund managers, and pay special attention to frequent changes in investment managers and companies that frequently adjust fund managers. For companies that neglect the management of investment managers, obviously lack professional talents, and frequently adjust fund managers, China Securities Regulatory Commission will treat the company's applications for new business development and new product issuance with caution. If it is found that the company employs unqualified fund managers, it shall be ordered to make adjustments. Investment managers violate the principle of good faith and professional ethics, frequently change companies, and fail to perform their duties diligently. Depending on the seriousness of the case, the China Securities Regulatory Commission can take administrative supervision measures such as recording in the integrity file, supervising the conversation, issuing a warning letter, suspending the performance of their duties, and determining that they are not suitable for the relevant positions.

The China Securities Association conducts self-discipline management on the investment manager. If the investment manager violates the relevant regulations, the China Securities Association will take corresponding measures according to the circumstances.

Chapter IV Supplementary Provisions

Article 38 Personnel engaged in research, investment and trading of companies other than investment managers as stipulated in Article 2 of these Guiding Opinions shall abide by the provisions of these Guiding Opinions on the basic code of conduct.

Article 39 These Guidelines are one of the standards to measure the internal control level of a company. Where the behaviors of companies and investment managers are inconsistent with the provisions of these Guidelines, detailed explanations shall be made to the China Securities Regulatory Commission and relevant agencies. Without justifiable reasons, the China Securities Regulatory Commission can inspect the company and fully understand the implementation of the company's internal control system.

Article 40 These Guidelines shall come into force on April 1 day, 2009.