(a) change the shareholders, registered capital or the proportion of shareholders' investment;
(2) Change of name and domicile;
(3) amending the articles of association.
(four) other important matters stipulated by the China Securities Regulatory Commission.
Article 12 After a fund management company changes its shareholders, registered capital and shareholder contribution ratio, the conditions of shareholders, shareholder contribution ratio, number of shareholders participating in the fund management company and registered capital shall comply with the provisions in Chapter II of these Measures.
Article 13 Shareholders of a fund management company shall abide by the following provisions when disposing of their capital contributions:
(1) Shareholders shall be honest and trustworthy when transferring their capital contribution, abide by the commitments made when subscribing and transferring their capital contribution, and shall not harm the legitimate rights and interests of fund share holders;
(2) Shareholders shall abide by the provisions of the Company Law on the preemptive right of other shareholders when transferring their capital contributions, and shall not take improper means such as falsely reporting the transfer price to harm 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 will not be harmed, and shareholders shall not dispose of their capital contributions through equity custody, trust contracts, secret agreements, etc. ;
(4) The change of shareholders has not been approved by China Securities Regulatory Commission, and 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 14 The registered capital increased by a fund management company must be contributed by shareholders in cash.
Article 15 If a fund management company changes major matters, it shall apply for change in accordance with the provisions of the China Securities Regulatory Commission within 15 days from the date when the board of directors or shareholders make a resolution; Where the transfer of shareholders' capital contribution is involved, if the fund management company fails to apply in accordance with the regulations, the relevant shareholders may apply directly.
Article 16 The China Securities Regulatory Commission shall, in accordance with the provisions of the Administrative Licensing Law and the second paragraph of Article 14 of the Securities Investment Fund Law, accept the application of fund management companies to change major matters, conduct examination and make a decision.
Article 17 The China Securities Regulatory Commission may examine the fund management company's application for changing major events by inviting relevant personnel to talk, expert review and verification.
Where the major shareholders of a fund management company, the shareholders whose total contribution ratio exceeds 50%, and the shareholders who nominate the largest number of directors change, the China Securities Regulatory Commission shall conduct an audit in accordance with the provisions of these Measures on the establishment of a fund management company.
Article 18 Where a major change of a fund management company involves the change of industrial and commercial registration, the fund management company shall, within 30 days from the date of receiving the approval document, handle the change registration with the administrative department for industry and commerce.
If it is changed into a Sino-foreign joint venture fund management company, it shall also apply for the approval certificate of foreign-invested enterprises and open a foreign exchange capital account in accordance with relevant regulations.
Article 19 The appointment or replacement of senior managers of a fund management company shall be handled in accordance with laws, administrative regulations and the provisions of the China Securities Regulatory Commission.
Article 20 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 apply to the China Securities Regulatory Commission for renewal of the fund management qualification certificate.
Article 21 A fund management company shall announce major changes in accordance with laws, administrative regulations and the provisions of the China Securities Regulatory Commission.
Article 22 The dissolution of a fund management company shall be carried out only 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.
Sino-foreign joint venture fund company
Article 23 The State allows the establishment of Sino-foreign joint venture fund companies. Among the Sino-foreign joint venture fund management companies, the domestic shareholders with the highest proportion of capital contribution shall meet the requirements of major shareholders as stipulated in the second paragraph of Article 7 of the Measures for the Administration of Securities Investment Fund Management Companies; Other domestic shareholders shall meet the conditions specified in Article 8:
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 regulatory authorities or judicial organs;
(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 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.
Shareholder restrictions of fund companies
Article 24 Shareholders of a fund management company shall not hold shares of other shareholders, nor shall they own the rights and interests of other shareholders; It shall not belong to the same actual controller or have other related relationships with other shareholders. The proportion of foreign investment or equity owned by a Sino-foreign joint venture fund management company shall not exceed the commitment of the state securities industry to open to the outside world.
No more than two institutions or multiple institutions controlled by the same actual controller, and no more than one holding fund management company (this requirement is commonly known as "one participation and one control").