Measures for the administration of financial subsidiaries of commercial banks

Chapter I General Provisions Article 1 These Measures are formulated in accordance with the Banking Supervision Law of the People's Republic of China, Guiding Opinions on Regulating the Asset Management Business of Financial Institutions (hereinafter referred to as Guiding Opinions) and Measures for the Supervision and Management of Financial Services of Commercial Banks (hereinafter referred to as Measures for the Management of Financial Services) in order to strengthen the supervision and management of financial subsidiaries of commercial banks and protect the legitimate rights and interests of investors according to law. Article 2 The term "bank financing subsidiary" as mentioned in these Measures refers to a non-bank financial institution established by a commercial bank in People's Republic of China (PRC) with the approval of the the State Council Banking Regulatory Authority, which is mainly engaged in financing business.

The term "wealth management business" as mentioned in these Measures refers to the financial services entrusted by the bank's wealth management subsidiary to invest and manage the entrusted investor's property according to the investment strategy, risk bearing and income distribution method agreed with the investor in advance. Article 3 When conducting wealth management business, a bank's wealth management subsidiary shall be honest and trustworthy, diligently perform its duties of entrusting customers and managing wealth on behalf of customers, follow the principles of calculable costs, controllable risks and full disclosure of information, strictly abide by the requirements of investors' suitability management, and protect the legitimate rights and interests of investors. Article 4 Banking supervision institutions shall supervise and manage bank wealth management subsidiaries and their business activities according to law.

Banking supervision institutions shall strengthen supervision coordination and information sharing with other financial management departments to prevent cross-market risks. Chapter II Establishment, Change and Termination Article 5 The establishment of a bank wealth management subsidiary shall take the form of a limited liability company or a joint stock limited company. The name of a bank financial subsidiary is generally "font size+financial management+organizational form". Without the approval of the the State Council Banking Regulatory Authority, no unit may use the words "wealth management limited liability company" or "wealth management limited liability company" in its name. Article 6 A bank wealth management subsidiary shall meet the following conditions:

(1) It has articles of association that comply with the Company Law of People's Republic of China (PRC) and the rules and regulations of the banking regulatory agency of the State Council;

(2) Having shareholders who meet the prescribed conditions;

(3) Having the minimum registered capital meeting the requirements of these Measures;

(4) Having qualified directors and senior managers, and having enough qualified employees engaged in financial management positions such as research, investment, valuation and risk management;

(5) Establishing an effective corporate governance, internal control and risk management system, having an information system that supports separate management, separate account establishment and separate accounting of wealth management products, and having technologies and measures to ensure the effective and safe operation of the information system;

(6) Having business premises, safety precautions and other facilities suitable for business operation;

(7) Other prudential conditions as stipulated by the rules of the State Council Banking Regulatory Authority. Article 7 A bank financing subsidiary shall be established by a commercial bank registered in People's Republic of China (PRC) as the controlling shareholder. As a controlling shareholder, a commercial bank shall meet the following conditions:

(1) It has a good corporate governance structure, internal control mechanism and a sound risk management system;

(two) the main prudential supervision indicators meet the regulatory requirements;

(3) It is in good financial condition and has been making profits continuously in the last three fiscal years;

(4) It has a good regulatory rating, and has no major violations of laws and regulations in the last two years, except that effective rectification measures have been taken and approved by the the State Council Banking Regulatory Authority;

(5) The bank's wealth management business is standardized and sound;

(six) the establishment of financial management business franchise department, the implementation of centralized and unified management of financial management business; The franchise department of wealth management business has been operating continuously for more than 3 years, and has an organizational structure with separation of front, middle and back offices, clear responsibilities and effective checks and balances;

(7) Having a clear development strategy and business plan for the banking financial subsidiary;

(8) The capital invested in shares is self-owned, and non-self-owned funds such as creditor's rights funds and entrusted funds shall not be used for shares;

(9) Undertaking in the articles of association of the bank's wealth management subsidiary not to transfer equity, pledge equity or set up trust within five years, unless it is approved by the the State Council Banking Regulatory Authority;

(10) Other prudential conditions as stipulated by the rules of the State Council Banking Regulatory Authority. Article 8 Financial institutions at home and abroad, as shareholders of bank financing subsidiaries, shall meet the following conditions:

(1) Having a good corporate governance structure;

(2) Having a good social reputation, good credit record and tax payment record;

(3) It has good business management, and has no major illegal business records in the last two years;

(4) It is in good financial condition and has been making profits continuously in the last two fiscal years;

(5) The capital for shareholding is self-owned, and non-self-owned funds such as creditor's rights funds and entrusted funds shall not be used for shareholding;

(six) in the articles of association of the bank's wealth management subsidiary, it promises not to transfer its shares within five years, not to pledge its shares or set up a trust, unless it is approved by the the State Council banking regulatory agency;

(7) Compliance with relevant laws and regulations and relevant regulatory requirements; Where an overseas financial institution is a shareholder, the financial supervision authority of the country or region where it is located has established a good supervision and management cooperation mechanism with the financial supervision and management department of the State Council;

(8) Other prudential conditions as stipulated by the rules of the State Council Banking Regulatory Authority.