2. The financial control company shall not engage in non-financial business, so that the financial sector is strictly isolated from the industrial sector. When investing in financial business-related institutions recognized by the financial management department, the book value of the total investment shall not exceed 15% of the net assets of the financial control company in principle.
3. The paid-in registered capital of a financial holding company shall not be less than 5 billion yuan, and shall not be less than 50% of the total registered capital of financial institutions held by it.
4. Those who have not been approved by the Central Bank as financial control companies shall not be registered as financial control companies, and the words "financial holding", "financial holding" and "financial group" shall not be used in their names.
5. Non-financial enterprises that entrust others or accept others' entrustment to hold the equity of financial control companies or financial institutions, or make false investment or circular capital injection in financial institutions, cannot set up financial control companies as major shareholders.
6. The controlling shareholder or actual controller of the financial control company transfers its shares in the financial control company within five years.
7. Financial institutions controlled by financial holding companies shall not hold shares in reverse or cross-shareholdings. If the enterprise group as a whole is recognized as a financial holding group, there shall be no cross-shareholding between financial institutions and non-financial institutions within the group.
8. In principle, the senior management of the financial control company may concurrently serve as the director of the controlled institution, but not as the senior management of the controlled institution. The senior managers of the holding institutions shall not concurrently hold positions with each other.
9. It is clear that eight related party transactions are prohibited, and financial holding companies may not use holding financial institutions as "cash machines".
10. Establish a transition period for the existing enterprises, and the specific period shall be determined by the financial management department according to the actual situation of the enterprise group.
The relevant person in charge of the central bank said that for non-financial enterprises, enterprises with relatively standardized management generally meet the requirements of the Measures. However, those financial holding groups that expand rapidly through illegal means are often large in scale, complex in business and high in associated risks, and need strict supervision to correct their behavior. In the long run, the "Measures" are conducive to controlling financial chaos, rectifying financial order, and ultimately preventing systemic financial risks.
Financial control group, a non-financial enterprise, is the focus of supervision, and the name "financial control" cannot be misused.
At present, the financial holding company often mentioned in China mainly refers to the legal entity holding two or more different types of financial institutions. In recent years, with the continuous acceleration of financial innovation and the gradual development of mixed operation, various forms of financial holding companies have formed in China. In terms of types, there are mainly the following financial control camps in China: central enterprise financial control, local financial control, private financial control, internet financial control and so on.
In fact, last year, the central bank selected five institutions, including China Merchants Group, Shanghai International Group, Beijing Financial Holdings Group, Ant Financial Services and Suning Group, as simulated supervision pilots of financial holdings companies, and accumulated relevant supervision experience. The choice of these five pilot regulatory agencies is also representative, including financial control companies controlled by industrial central enterprises, financial control companies controlled by local state-owned enterprises and private enterprises, and an integrated financial platform formed after Internet companies expanded into the financial industry.
It can be seen that these five pilot institutions represent the types of the scope of application of the Measures. The Measures apply to financial control companies whose actual controllers are domestic non-financial enterprises and natural persons. An enterprise group that needs to invest and hold more than two different types of financial institutions and reach a certain scale shall apply to the central bank for the establishment of a financial control company, and the central bank shall supervise the financial control company according to law. The "Measures" are not applicable to central-level investment and operation institutions entrusted with the management of state-owned financial capital in accordance with relevant state regulations.
In other words, the Measures are mainly aimed at financial control groups composed of non-financial enterprises and natural persons as actual controllers. For such non-financial enterprises and natural persons, it is required to set up a separate financial holding company and accept the supervision of the central bank.
The Measures stipulate the business scope of financial control companies:
1. In addition to equity management of financial institutions under its control, it can also engage in other financial businesses approved by the central bank, provide liquidity support for financial institutions under its control, and manage the overall liquidity of the group.
2. Do not engage in non-financial business, so that the financial sector is strictly isolated from the industrial sector.
3. Financial control companies established by enterprise groups are allowed to invest in institutions related to financial business recognized by financial management departments, but the book value of total investment shall not exceed 65,438+05% of the net assets of financial control companies in principle. For existing enterprises that do not meet the requirements, the proportion of investment in non-financial enterprises is allowed to be gradually adjusted during the transition period. If the enterprise group as a whole is recognized as a financial holding group, its non-financial total assets shall not be higher than 15% of the total assets of the group.
To sum up, the following points need to be emphasized again:
1. If a non-financial enterprise or natural person controls two or more different types of financial institutions, and the assets of the financial institutions it controls meet certain conditions, it is necessary to set up a financial control company to maintain a clear and transparent financial shareholding structure and effectively isolate financial risks from entity risks. Financial holding companies are directly supervised by the central bank.
The "different types of financial institutions" mentioned in the Measures are divided into six categories: commercial banks (excluding village banks), financial leasing companies, trust companies, financial asset management companies, securities companies, fund management companies, futures companies, life insurance companies, property insurance companies, reinsurance companies and insurance asset management companies.
2. The Measures stipulate the business scope of financial control companies.
3. The Measures stipulate that non-financial enterprises or natural persons who meet the conditions for establishing financial control companies shall apply to the central bank within 6 months from the date of implementation of the Measures. Institutions that meet the requirements for establishing financial control companies fail to apply to the People's Bank of China in accordance with these Measures, or the central bank may, jointly with relevant financial supervision departments, order them to make corrections. If it fails to make corrections within the time limit, it shall be ordered to transfer the equity of its financial institution. Without the approval of the central bank, the financial holding company shall not be registered as a financial holding company, and the words "financial holding", "financial holding" and "financial group" shall not be used in its name.
Enterprises with "black history" cannot set up financial control companies as major shareholders.
From the reality, some enterprises are weak in strength, impure in investment motivation, and weak in risk management and control ability and compliance management concept. The establishment or equity participation of financial control companies is only to obtain more financial licenses, and even to use financial control companies to conduct improper related party transactions and withdraw funds from financial institutions, which will bring greater risks to financial institutions and financial control companies. Therefore, it is particularly necessary to strictly control the qualifications and behaviors of major shareholders.
The "Measures" clarified the conditions for becoming a shareholder of the financial control company through the positive and negative lists. Among them, from the negative list, the Measures clarify that the following five types of non-financial enterprises or natural persons with "bad historical records" cannot set up financial control companies as major shareholders:
1. The ownership of the equity is disputed.
2. Entrust others or accept others' entrustment to hold the equity of a financial holding company or financial institution.
3. When investing in financial control companies or financial institutions, making false investment, circulating capital injection or providing false promises or false materials to financial institutions.
4. Investing in a financial holding company or financial institution, and being heavily responsible for the operational failure or major violations of the financial holding company or financial institution.
5. Once you invest in a financial control company or financial institution, you refuse to cooperate with the supervision of the "one-line, two sessions" and the foreign exchange bureau.
In addition, even if you are qualified to become a major shareholder, in order to restrain the behavior of major shareholders, the Measures also define the following seven types of prohibited behaviors for controlling shareholders or actual controllers:
1. Escape from the supervision of financial control company by means of special purpose carrier or entrusting others to hold shares on behalf of it.
2. There are many related parties, the ownership relationship is complicated and opaque, or there is ownership dispute, and the related party transactions are maliciously made and the related relationship is maliciously used.
3. Abuse of market monopoly or technological advantages for unfair competition.
4. Manipulate the market and disrupt the financial order.
5. Transfer the shares of the financial holding company within five years.
6. There is no substantive business activity.
7. Other circumstances that may adversely affect the operation and management of the financial control company.
We need to focus on these three aspects of corporate governance requirements.
Good corporate governance is the prerequisite for the stable operation of financial holding groups and their holding institutions. The Measures also provide for the establishment of a separate corporate governance chapter.
In terms of corporate governance, the Measures focus on three important provisions: the shareholding structure between financial control companies and holding financial institutions, the number of financial control companies controlled by the same investor, and the restrictions on the appointment of directors of the board of supervisors.
Specifically, regarding the shareholding structure between a financial holding company and a holding financial institution, the Measures clarify that financial institutions controlled by a financial holding company may not hold shares in reverse or cross-shareholdings. If the enterprise group as a whole is recognized as a financial holding group, financial institutions and non-financial institutions within the group shall not cross-hold shares.
A financial institution directly controlled by a financial holding company no longer becomes a major shareholder of other types of financial institutions, except that the financial institution controls a financial institution of the same type or business extension with itself and is recognized by the financial management department, such as a commercial bank holding a village bank or