Equity supervision runs through the establishment, change or adjustment of equity structure, merger, division, dissolution, liquidation and other matters related to equity management of trust companies. Article 5 the State Council Banking Regulatory Authority and its dispatched offices shall supervise trust companies according to law, and investigate and deal with relevant illegal acts of trust companies, their shareholders and other units and individuals according to law. Article 6 Trust companies and their shareholders shall fully disclose relevant information and accept social supervision according to laws, regulations and regulatory requirements. Article 7 Trust companies, the State Council banking supervision institutions and their dispatched offices shall strengthen the management of major shareholders of trust companies.
A major shareholder of a trust company refers to a shareholder who holds or controls more than 5% of the shares or voting rights of the trust company, or holds less than 5% of the total capital or shares, but has a significant impact on the operation and management of the trust company.
The "significant influence" mentioned in the preceding paragraph includes, but is not limited to, sending directors, supervisors or senior management personnel to the trust company, influencing the financial and operational management decisions of the trust company through agreement or other means, and other circumstances identified by the the State Council Banking Regulatory Authority and its dispatched offices. Article 8 Shareholders of a trust company shall have outstanding core business, good social reputation, corporate governance mechanism, credit records, tax payment records, financial status and clear and transparent shareholding structure, and comply with laws, regulations and regulatory requirements. Article 9 The shareholding structure of the shareholders of a trust company shall be traced back to the ultimate beneficiary layer by layer, and the relationship among the controlling shareholder, actual controller, related parties, concerted parties and the ultimate beneficiary shall be clear and transparent.
The shareholding ratio of shareholders, their related parties and concerted parties shall be calculated together. Article 10 An investor's shareholding in a trust company shall be approved in advance by the the State Council Banking Regulatory Authority or its dispatched office, unless the investor, its related parties and concerted parties individually or collectively hold less than 5% of the total shares of a listed trust company.
The approval of administrative license for holding more than 5% of the total shares of a trust company through domestic and foreign securities markets is valid for six months. Chapter II Shareholders' Responsibilities of Trust Companies Section 1 Shareholders' Qualifications Article 11 Upon examination and approval by the State Council Banking Regulatory Authority or its dispatched office, domestic non-financial institutions, domestic financial institutions, overseas financial institutions and other investors recognized by the State Council Banking Regulatory Authority may become shareholders of trust companies.
Investors, their related parties and concerted parties who individually or collectively hold shares of the same listed trust company do not reach 5% of the total shares of the trust company shall not be subject to the restrictions specified in the preceding paragraph of this article. Article 12 As a shareholder of a trust company, a domestic non-financial institution shall meet the following conditions:
(a) established in accordance with the law, with legal personality;
(2) Having a good corporate governance structure or an effective organizational management model;
(3) Having a good social reputation, good credit record and tax payment record;
(four) good management, no major illegal business records in the last 2 years;
(5) It is in good financial condition and has been making profits continuously in the last two fiscal years; Having obtained the controlling interest, it has made profits continuously in the last three fiscal years;
(6) The net assets after year-end distribution shall not be less than 30% of all assets (in terms of consolidated financial statements); The net assets after year-end distribution shall not be less than 40% of all assets (in terms of consolidated financial statements) if the controlling interest is obtained;
(7) The balance of equity investment shall not exceed 40% of the net assets of the enterprise (including the amount of this investment and the caliber of consolidated financial statements), except for investment companies and holding companies recognized by the State Council Banking Regulatory Authority;
(8) Other prudential conditions as stipulated by the rules of the State Council Banking Regulatory Authority. Article 13 A domestic financial institution, as a shareholder of a trust company, shall have a good internal control mechanism and a sound risk management system, and comply with the relevant laws, regulations and regulatory provisions of this kind of financial institution and the conditions stipulated in Article 12 of these Measures (except for Item 5, "If it has obtained the controlling interest, it shall make profits continuously in the last three fiscal years", Item 6 and Item 7). Article 14 As a shareholder of a trust company, an overseas financial institution shall meet the following conditions:
(1) Having relevant international financial business management experience;
(2) Its long-term credit rating has been above good in the last two years by an international rating agency recognized by the the State Council Banking Regulatory Authority;
(3) It is in good financial condition and has been making profits continuously in the last two fiscal years;
(4) It meets the laws and regulations of the country or region where it is located and the prudential supervision requirements of the regulatory authorities, and has no record of major illegal business operations in the last two years;
(5) Having a good corporate governance structure, an internal control mechanism and a sound risk management system;
(6) The financial supervisory authority of the country or region where it is located has established a good supervision and management cooperation mechanism with the banking supervisory authority of the State Council;
(7) Having effective anti-money laundering measures;
(eight) the country or region is in good economic condition;
(9) Other prudential conditions as stipulated in the rules of the State Council Banking Regulatory Authority.
Overseas financial institutions should follow the principles of long-term shareholding, optimized governance, business cooperation and avoiding competition, and abide by the relevant provisions of the state on foreign investors' investment in China.