Article 1 These Measures are formulated in accordance with the Securities Investment Fund Law, the Company Law and other laws and administrative regulations in order to standardize the post management of senior managers in the securities investment fund industry, protect the legitimate rights and interests of investors and related parties and the interests of the public.
Article 2 The senior managers of the securities investment fund industry mentioned in these Measures (hereinafter referred to as senior managers) refer to the chairman, general manager, deputy general manager, inspector general and other personnel who actually perform the above duties, and the general manager and deputy general manager of the fund custody department of the fund custody bank.
Article 3 The appointment or change of senior management personnel shall be reported to China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission) for review.
Without the approval of the China Securities Regulatory Commission, fund management companies and fund custody banks may not appoint or change the positions of senior managers, and may not decide who will perform the duties of senior managers in violation of regulations.
Article 4 Senior managers shall abide by laws, administrative regulations and the provisions of the China Securities Regulatory Commission, abide by the articles of association and industry norms, abide by integrity, be prudent and diligent, be faithful and conscientious, and safeguard the legitimate rights and interests of fund share holders.
Article 5 The China Securities Regulatory Commission shall supervise and manage senior managers according to law and formulate specific regulations on the management of senior managers, directors, fund managers and other personnel.
The appointment and removal of directors and fund managers of a fund management company shall be reported to the China Securities Regulatory Commission.
Chapter II Qualifications and Auditing Procedures
Article 6 To apply for the post qualification of senior managers, the following conditions shall be met:
(1) Obtaining the qualification of fund practice;
(2) Having passed the securities investment legal knowledge examination for senior managers organized by the China Securities Regulatory Commission or its authorized institutions.
(3) Having at least 3 years' working experience in financial related fields such as funds, securities and banks, and management experience suitable for the proposed post, and the inspector general shall also have working experience in law, accounting, supervision and auditing;
(4) He shall not be a director, supervisor, manager or fund employee of the company without the provisions of the Company Law, the Securities Investment Fund Law and other laws and administrative regulations;
(5) It has not been subjected to administrative punishment by the administrative departments of securities, banking, industry and commerce, taxation, etc. in the last three years.
Article 7 To apply for the qualifications of senior managers of a fund management company, the fund management company shall submit the following application materials to the China Securities Regulatory Commission:
(a) the application for the qualification examination and the application form for the post qualification of the proposed senior management personnel (hereinafter referred to as the proposed person);
(2) Resolutions of relevant meetings;
(3) Proof of work experience specified in Item (3) of the preceding article;
(four) the outgoing audit report, outgoing review report or expert opinion issued by the work unit in the last three years;
(five) opinions on the candidates;
(six) a copy of the candidate's identity, education and degree certificate;
(seven) a copy of the qualification certificate of the proposed fund;
(eight) a copy of the certificate of passing the securities investment legal knowledge examination for the proposed senior managers;
(9) Legal opinions that the post-holding conditions and procedures comply with laws, administrative regulations, provisions of the China Securities Regulatory Commission and the articles of association;
(ten) other materials as prescribed by the China Securities Regulatory Commission.
To apply for the post qualification of a senior manager of the fund custody department, the fund custody bank shall submit the application materials other than items (2) and (9) of the preceding paragraph to the China Securities Regulatory Commission.
The above application materials shall be in Chinese in triplicate. If the original is in a foreign language, it shall be accompanied by a Chinese translation.
Article 8 The China Securities Regulatory Commission shall accept and examine the application materials according to law.
The China Securities Regulatory Commission can inspect the candidates through inspection and talks. The inspection and conversation shall be conducted by two staff members, and the conversation shall be recorded and signed by the inspectors and candidates.
Article 9 An applicant institution shall, within 20 working days from the date of receiving the approval document from the China Securities Regulatory Commission, make a decision on appointment or dismissal according to the articles of association and other provisions, and go through relevant formalities.
Article 10 If a candidate fails to perform the proposed post in accordance with the provisions of the proposed institution within 20 working days from the date of obtaining the post qualification, his post qualification will automatically become invalid, except for justified reasons.
If a senior manager leaves his post, his qualifications will automatically become invalid from the date of leaving his post.
Article 11 Where a fund management company dismisses senior managers, appoints or dismisses directors and fund managers, and a fund custody bank dismisses senior managers of the fund custody department, it shall report to the China Securities Regulatory Commission within 3 working days from the date of making a decision, and submit the appointment and dismissal report materials.
Article 12 The directors of a fund management company shall meet the conditions stipulated in Items (4) and (5) of Article 6 of these Measures.
An independent director shall also meet the following conditions:
(1) Having more than 5 years working experience in finance, law or finance;
(two) the time required to perform their duties;
(3) He has not worked in the fund management company he intends to work for and its shareholder units, or in an institution that has business ties or interests with the fund management company he intends to work for in the last three years;
(4) It has no interest in the senior managers, other directors, supervisors, fund managers and financial officers of the fund management company to be employed;
(5) The immediate family members are not employed in the proposed fund management company.
Article 13 The application materials for the appointment of directors of a fund management company shall include:
(1) Directors' appointment report and appointment registration form;
(2) Resolutions of relevant meetings;
(3) The materials listed in Items (4) to (6) and (9) of Article 7 of these Measures.
The application materials for the appointment of an independent director shall also include the proof that the independent director has more than 5 years of financial, legal or financial work experience, and the written commitment made by the independent director in accordance with the provisions of items (2) to (5) of the second paragraph of the preceding article.
Article 14 The fund manager of a fund management company shall have more than three years' experience in securities investment management, and meet the conditions specified in Items (1), (2), (4) and (5) of Article 6 of these Measures.
Article 15 The post-holding report materials of a fund manager shall include:
(1) The appointment report and appointment registration form of the fund manager;
(2) Resolutions of relevant meetings;
(3) Proof of having more than 3 years experience in securities investment management;
(4) The materials listed in Items (4) to (7) of Article 7 of these Measures.
Article 16 When a fund management company dismisses senior managers and directors, and a fund custody bank dismisses senior managers of the fund custody department, it shall submit the following dismissal report materials to the China Securities Regulatory Commission:
(1) Report on dismissal;
(2) Resolutions of relevant meetings;
(3) A legal opinion that the dismissal procedure complies with laws, administrative regulations, provisions of the China Securities Regulatory Commission and the articles of association.
Where a fund management company is removed from the post of fund manager, it shall submit the dismissal report materials specified in Items (1) and (2) of the preceding paragraph to the China Securities Regulatory Commission.
Article 17 The China Securities Regulatory Commission shall examine the report materials on the dismissal of senior managers according to law. If the dismissal procedure does not meet the requirements, the China Securities Regulatory Commission shall order the institution to make corrections.
Article 18 The China Securities Regulatory Commission shall examine the appointment and removal reports of directors and fund managers of fund management companies according to law.
If a director or fund manager fails to meet the statutory requirements, the China Securities Regulatory Commission shall order the fund management company where he works to be replaced according to the regulations. If the appointment and removal procedures are not in conformity with the provisions, the China Securities Regulatory Commission shall order it to make corrections.
Chapter III Basic Code of Conduct
Article 19 The senior managers and fund managers of a fund management company shall safeguard the legitimate rights and interests of the funds they manage. When the interests of fund share holders conflict with those of fund management companies and fund custodian banks, the principle of giving priority to the interests of fund share holders should be adhered to.
The senior managers and fund managers of a fund management company shall not engage in activities that harm the interests of fund share holders or engage in activities that conflict with the legitimate interests of the fund management company or fund custodian bank they serve.
Article 20 The senior managers and fund managers of a fund management company shall have good professional ethics, be diligent and conscientious, earnestly perform their duties as stipulated in the fund contract, articles of association and company system, and shall not abuse their powers or authorize others to perform their duties on their behalf in violation of regulations, or seek personal gain by taking advantage of their positions, or leave their posts without the prescribed procedures.
Article 21 Directors of a fund management company shall attend board meetings, participate in company activities and earnestly perform their duties in accordance with the articles of association.
Independent directors shall prudently and objectively express their independent opinions and effectively protect the legitimate rights and interests of fund share holders.
Article 22 The general manager of a fund management company shall conscientiously implement the resolutions of the board of directors, effectively implement the company system, prevent and resolve business risks, improve the efficiency of operation and management, ensure the stable operation of business and the safety and integrity of the fund assets under management, and promote the sustained, stable and healthy development of the company.
The deputy general manager of a fund management company shall assist the general manager in his work and faithfully perform his duties.
Article 23 The inspector general of a fund management company shall earnestly perform his duties, supervise and audit the legal compliance of the company's various systems and businesses and the implementation of the company's internal control system.
Article 24 The fund manager of a fund management company shall strictly abide by the relevant provisions of the fund contract and the company's investment system, be prudent and diligent, give full play to his professional judgment, and independently exercise his investment decision-making power within the scope of authorization without interference from others.
Article 25 The general manager and deputy general manager of the fund custody department of a fund custody bank shall establish and improve various business systems and management systems of the department, ensure that the department effectively performs the duties of the custodian, supervise the investment operation of the fund manager, and ensure the independence and integrity of the fund property.
Article 26 The senior managers, directors and fund managers of a fund management company shall strengthen their business study, follow the development trend of the industry, participate in business training in accordance with the provisions of the China Securities Regulatory Commission, and constantly improve their management level and professional skills.
Chapter IV Supervision and Administration
Article 27 If a candidate cheats in the examination of legal knowledge of securities investment for senior managers, or submits false application materials for post qualification, the China Securities Regulatory Commission will not accept his application for post qualification within three years.
Article 28 A fund management company and a fund custodian bank shall establish an assessment system for senior managers, regularly assess senior managers and establish assessment files.
China Securities Regulatory Commission regularly or irregularly inspects the assessment files of senior managers and assesses the compliance of senior managers.
Article 29 The China Securities Regulatory Commission shall establish a management information system for senior managers to record the relevant information of senior managers engaged in fund business.
Fund management companies and fund custody banks shall disclose the changes of senior management personnel according to law.
Article 30 Where the chairman of a fund management company concurrently holds other positions, it shall be approved by the board of directors and reported to the China Securities Regulatory Commission within 3 working days from the date of approval. Other senior management personnel shall not work part-time in operating institutions.
A director of a fund management company may not serve in a fund custodian bank or other fund management company. Where a director holds a part-time job, the fund management company shall report to the China Securities Regulatory Commission within 3 working days from the date of his part-time.
Article 31 If the senior management of a fund management company is under any of the following circumstances, the inspector general shall report to the 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) Resignation, resignation, loss of capacity for civil conduct or inability to perform duties for other reasons;
(3) He intends to leave the country for private reasons for more than 1 month, or fails to return within the time limit;
(four) immediate family members intend to emigrate or have settled abroad;
(5) Working part-time in a non-operating institution;
(six) other circumstances that may affect the normal performance of duties by senior managers.
When the Inspector General has the above circumstances, the general manager and other senior management personnel of the company shall report to the China Securities Regulatory Commission.
Article 32 If a fund management company is punished by a self-regulatory organization such as a trade association or a stock exchange, or is placed on file for investigation or administrative punishment by an administrative department such as industry and commerce, taxation, auditing, etc., it shall report the relevant information and the list of responsible senior managers to the China Securities Regulatory Commission within three working days from the date of being informed.
Article 33 If the chairman, general manager and inspector general of a fund management company are unable to perform their duties for some reason, the board of directors of the company shall decide within 15 working days that a person who meets the qualifications of senior management personnel shall perform their duties on their behalf, and report to the China Securities Regulatory Commission within 3 working days from the date of decision.
If the personnel decided by the board of directors do not meet the requirements of senior management, the China Securities Regulatory Commission shall order the board of directors to decide the personnel who will perform their duties on their behalf within a time limit.
The time for an agent to perform his duties on his behalf shall not exceed 90 days, unless otherwise stipulated by laws and administrative regulations.
Article 34 If the chairman and general manager of a fund management company cannot perform their duties at the same time for some reason, and the board of directors cannot decide who will perform their duties on their behalf in accordance with the provisions of the preceding article, the major shareholder shall convene an extraordinary shareholders' meeting to make a decision.
Article 35 If the fund custody department or senior management personnel of a fund management company or fund custody bank are under any of the following circumstances, the China Securities Regulatory Commission shall issue a warning letter to the relevant senior management personnel according to law and conduct supervision talks:
(a) business activities may seriously damage the interests of fund property or fund share holders;
(2) The governance structure and internal control system of the fund management company or the internal control system of the fund custody department of the fund custody bank is imperfect or ineffective, which has caused or may cause major hidden dangers and may affect its normal performance of the duties of fund manager and fund custodian;
(3) Violating the obligations of honesty, prudence, diligence and loyalty;
(four) other circumstances stipulated by the China Securities Regulatory Commission in accordance with the principle of prudent supervision.
Thirty-sixth senior management personnel in any of the following circumstances, the China Securities Regulatory Commission may recommend the employment agency to suspend or dismiss their duties:
(1) Recently 1 year, China Securities Regulatory Commission issued a warning letter, held supervision talks for more than two times, or failed to make rectification according to regulations after receiving a warning letter and being supervised;
(2) Having been disciplined by the trade association and publicly condemned by the stock exchange for more than two times in recent 1 year;
(3) AWOL;
(4) Providing false information to the China Securities Regulatory Commission, concealing major matters, or refusing to cooperate with the China Securities Regulatory Commission to perform its supervisory duties;
(5) Other circumstances stipulated by the China Securities Regulatory Commission.
Article 37 Before making a recommendation in accordance with the provisions of the preceding article, the China Securities Regulatory Commission shall inform the employment institutions of relevant senior managers in advance. Relevant senior managers can explain to the employment agency within 3 working days. If an employment agency disagrees with the proposal to be made to the China Securities Regulatory Commission, it shall report to the China Securities Regulatory Commission within 10 working days.
The service institution shall, within 20 working days from the date of receiving the proposal of the China Securities Regulatory Commission, make a decision on whether to suspend or dismiss the relevant senior management personnel, and report to the China Securities Regulatory Commission within 3 working days from the date of making the decision.
Fund management companies and fund custody banks shall not employ persons who have been dismissed for less than two years in accordance with the provisions of the preceding paragraph as senior managers.
Article 38 A fund management company shall establish a resignation system for senior managers, directors and fund managers, and make provisions on resignation audit, resignation audit and other matters.
The fund custodian bank shall establish a resignation system for the senior managers of the fund custodian department, and make provisions on matters such as resignation review.
Article 39 If the chairman and general manager of a fund management company leaves his post, the company shall immediately hire an accounting firm with the qualification to engage in securities-related business to conduct the post-departure audit, and submit an audit report to the China Securities Regulatory Commission within 30 working days from the date of his departure.
The audit report shall be accompanied by the written opinions of the audited entity; If the audited entity refuses to express its opinions on the audit report, it shall indicate it.
Article 40 If the deputy general manager, inspector general and fund manager of a fund management company leave their posts, the company shall immediately review their posts and submit a review report to the China Securities Regulatory Commission within 30 working days from the date of their posts.
Where a senior manager of the Fund Custody Department resigns, the Fund Custody Bank shall immediately review his resignation and submit the review report to the China Securities Regulatory Commission within 30 working days from the date of resignation.
The review report shall be accompanied by the written opinions of the auditee; If the auditee refuses to comment on the audit report, it shall indicate it.
Forty-first senior managers and fund managers who leave their employment institutions shall cooperate with the original employment institutions to complete the work handover and accept the outgoing audit or outgoing review; During the outgoing audit or outgoing review, he was not employed by the fund custody department of other fund management companies or fund custody banks.
Forty-second senior managers and fund managers shall not disclose the non-public information of the original employment institution after leaving the employment institution, and shall not use the non-public information to seek benefits for themselves or others.
Fund management companies shall not employ senior managers or fund managers who have left their posts for less than 3 months to engage in securities investment business.
Chapter V Legal Liability
Forty-third senior managers, directors of fund management companies or fund managers who violate laws, administrative regulations and the provisions of the China Securities Regulatory Commission shall be punished in accordance with relevant regulations; Anyone suspected of committing a crime shall be transferred to judicial organs according to law and investigated for criminal responsibility.
Article 44 If a fund management company or fund custodian bank selects or replaces senior management personnel without the approval of the China Securities Regulatory Commission, it shall be ordered to make corrections; The directly responsible person in charge and other directly responsible personnel shall be given a warning and fined.
In violation of the provisions of these measures, the fund management company decides to perform the duties of senior management personnel on its behalf, and shall be ordered to make corrections; The directly responsible person in charge and other directly responsible personnel shall be given a warning and fined.
Article 45 A fund management company or fund custodian bank shall be ordered to make corrections, given a warning and fined under any of the following circumstances: the directly responsible person in charge and other directly responsible personnel shall be given a warning and fined:
(1) Failing to perform the reporting obligations in accordance with the provisions of these Measures, or the reporting materials contain false contents;
(two) in violation of procedures to recall senior management personnel or the appointment and removal of directors and fund managers of fund management companies;
(3) Failing to deal with the proposal of the China Securities Regulatory Commission to suspend or dismiss the senior management personnel in accordance with regulations.
(four) in violation of the provisions of the second paragraph of article forty-second of these measures, hiring personnel to engage in investment business;
(five) failing to conduct outgoing audit and outgoing review in accordance with the provisions of these measures.
Forty-sixth senior managers and directors of a fund management company who hold other positions in violation of the provisions of these Measures shall be ordered to make corrections, given a warning and fined.
Forty-seventh senior managers in violation of laws, administrative regulations and the provisions of the China Securities Regulatory Commission, if the circumstances are serious, the qualifications of senior managers shall be suspended or revoked according to law.
Fund managers and fund custodians violate the Securities Investment Fund Law and other relevant laws, administrative regulations and the provisions of the China Securities Regulatory Commission, and if the circumstances are serious, the qualifications of the directly responsible senior managers shall be suspended or revoked according to law.
Chapter VI Supplementary Provisions
Article 48 These Measures shall come into force as of June 6, 2004. The Interim Provisions on the Qualification Management of Fund Practitioners (Zheng Jian Fa [1999] No.53) shall be abolished at the same time.