法律英语|商业银行设立基金管理公司试点管理方法

中国人民银行、中国银行业监督管理委员会、中国证券监督管理委员会通知[2005]第4号

（Promulgated^{1 by the Peoples Bank of China， China Banking2 Regulatory Commission and China Securities Regulatory Commission on 20 February 2005 and effective as of the same date.）}

颁布日期：20050220 推行日期：20050220 颁布单位：中国人民银行、 中国银行业监督管理委员会、 中国证券监督管理委员会

PART onEGENERAL PROVISIONS

Article 1These Procedures have been formulated^{4 in accordance with laws and regulations such as the PRC， Company Law， the PRC， Securities Investment Funds Law， the PRC， Peoples Bank of China Law， the PRC， Banking Regulation Law and the PRC， Commercial Banking Law in order to implement5 the State Council， Promoting the Reform and Opening Up and the Stable Development of the Capital Market Several Opinions （Guo Fa [2004] No. 3） and ensure the smooth implementation6 of the pilot projects for the establishment of fund management companies by commercial banks.}

Article 2For the purposes of these Procedures， the term commercial banks shall mean State-owned commercial banks and share system commercial banks established in the Peoples Republic of China upon approval of the China Banking Regulatory Commission （CBRC）。

Article 3For the purposes of these Procedures， the term fund management companies shall mean enterprise legal persons established in the Peoples Republic of China with direct capital contribution from commercial banks as major shareholders^{8 and upon approval of the China Securities Regulatory Commission （CSRC） to engage in fund management business.}

Article 4Fund management companies established by commercial banks shall raise and manage funds in accordance with the scope of business stipulated^{9 in the PRC， Securities Investment Funds Law. During the initial pilot project period， they may raise and manage money market funds and bond funds and invest in fixed10 income securities， and may also raise and manage other types of funds.}

Article 5The Peoples Bank of China shall， in conjunction with the CBRC and the CSRC， be responsible for the overall coordination^{11 of the establishment of fund management companies by commercial banks.}

PART TWOAPPLICATION PROCEDURE FOR EXAMINATION AND APPROVAL

Article 6Commercial banks that apply to invest in a fund management company shall submit materials to the CBRC in accordance with the relevant provisions of the CBRC， and shall at the same time submit a duplicate of the same to the Peoples Bank of China during the pilot project period. The CBRC shall examine the qualification of the commercial bank for investing in investment fund management company for the purpose of regulating the overall risks of the commercial bank， and shall issue a regulatory opinion that permits external investment by the commercial bank according to law.

Article 7Commercial banks that are issued with the regulatory opinion of the CBRC agreeing to investment in a fund management company shall， in accordance with the Administration of Securities Investment Fund Management Companies Procedures and other relevant laws and regulations， submit to the CSRC the materials relevant to the establishment of fund management company. The CSRC shall carry out examination and approval according to law.

During the pilot project period， commercial banks shall at the same time submit a duplicate of the materials relevant to the establishment of fund management company to the Peoples Bank of China.

Article 8Commercial banks are encouraged to establish fund management companies by means of equity^{12 persification13.}

Article 9In addition to the clauses stipulated herein， the conditions and shareholder^{7 qualification in respect of fund management companies established by commercial banks shall comply with the relevant provisions of the Administration of Securities Investment Fund Management Companies Procedures.}

PART THREERISK CONTROL

Article 10Fund management companies established by commercial banks shall set up sound corporate^{14 governance structure. Commercial banks shall， in strict adherence15 to the principle of segregation16 of business between legal persons， set up an effective risk segregation system between themselves and the fund management company established with their capital contribution and report such system to the CBRC for record filing.}

Article 11Commercial banks shall assume limited liability for the fund management company they establish to the extent of the amount of their capital contribution and exercise shareholders rights through the shareholders meeting of the fund management company， and may not bypass the shareholders meeting and the board of directors to interfere^{17 with the operation and management of the company.}

Article 12Commercial banks and the fund management company they establish shall not， in violation^{18 of State provisions， mutually exchange the information and details of the clients， and the business transactions between them shall not prejudice the legitimate19 and lawful20 rights and interests of clients.}

Article 13The working personnel of the fund management company established by a commercial bank must terminate their payroll^{21 and labour contract relationship with the commercial bank， and may not concurrently22 hold positions in the others organizations. The senior management personnel of fund management companies shall satisfy the relevant provisions of the Administration of Securities Investment Fund Management Companies Procedures.}

Article 14The fund assets managed by the fund management company established by a commercial bank shall not be used to purchase the negotiable securities issued by its shareholders or underwritten by its shareholders during the underwriting period.

Article 15If a commercial bank provides financing support to the funds managed by the fund management company， it shall comply with the relevant State provisions.

Article 16Commercial banks may not act as a custodian^{23 for the funds managed by the fund management company it establishes.}

Article 17Commercial banks may sell the funds issued by the fund management company they establish as an agent， but may not offer more favourable^{24 terms than those for transactions of the same kind with non-affiliated25 third parties in arrangement of sales period， the rates of service charge and participation26 in development of fund products， discriminate27 against other funds sold on an agency basis， or engage in inappropriate acts of selling and unfair competition.}

Article 18Commercial banks may not enter into transactions with the fund management company they establish in the interbank bond market on terms more favourable than those offered in transactions of the same kind with non-affiliated third parties.

Article 19The implementing^{28 rules for affiliated transactions between commercial banks and the fund management companies they establish shall be formulated jointly29 by the CBRC and the CSRC.}

The fund management companies established by commercial banks and the commercial banks that establish fund management companies shall carry out information disclosure in accordance with the relevant provisions of the CSRC and the CBRC respectively.

PART FOURSUPERVISION^{30 AND ADMINISTRATION}

Article 20The types of funds raised by fund management companies established by commercial banks shall be verified and approved by the CSRC.

Article 21The CBRC shall formulate^{3 the relevant risk control regulatory indices and measurement standards for commercial banks that establish fund management companies， and implement regulation on their consolidated31 balance sheets.}

Article 22The CSRC shall implement regulation of fund management companies established by commercial banks and the funds raised and managed by them in accordance with the law to ensure that fund assets are used in a lawful manner and that the lawful rights and interests of fund shareholders are not harmed.

Article 23The Peoples Bank of China shall carry out record filing and regulation of the entry of the fund management companies established by commercial banks into the national interbank bond market in accordance with the law.

Article 24Fund management companies established by commercial banks and commercial banks that establish fund management companies shall submit materials respectively in accordance with the relevant provisions of the CSRC and the CBRC， and shall submit a duplicate of the materials to the Peoples Bank of China during the pilot project period.

Article 25The Peoples Bank of China， the CBRC and the CSRC shall circulate relevant information to one another in a timely manner and set up a regulatory information sharing system in the course of implementation of regulation of fund management companies established by commercial banks according to law.

PART FIVESUPPLEMENTARY^{32 PROVISIONS}

Article 26Takeover of fund management companies by commercial banks shall be handled by reference to these Procedures.

Article 27The Peoples Bank of China， the CBRC and the CSRC shall jointly select the banks for pilot project， and shall jointly determine the arrangement of pilot project work upon consultation^{33 in accordance with the status of the pilot project and the needs of market development.}

Article 28The Peoples Bank of China， the CBRC and the CSRC shall be jointly responsible for interpreting these Procedures.

Article 29These Procedures shall be implemented^{34 as of 20 February 2005.}