The relevant provisions of these Measures shall apply to financial companies established by foreign-invested companies to provide financial management services for their investment enterprises in China. Article 3 The term "enterprise group" as mentioned in these Measures refers to an enterprise legal person consortium registered in People's Republic of China (PRC) according to law, with capital as the link, parent and subsidiary companies as the main body and the articles of association of the group as the norm, and composed of parent companies, subsidiaries, shareholding companies and other member enterprises or institutions.
The member units mentioned in these Measures include the parent company and its subsidiaries (hereinafter referred to as subsidiaries) holding more than 5 1%; A company whose parent company and subsidiaries individually or collectively hold more than 20% of the shares, or a company with less than 20% of the shares but in the position of the largest shareholder; Institutions or social organizations under the parent company or subsidiaries.
The term "foreign-invested companies" as mentioned in these Measures refers to companies engaged in direct investment independently established by foreign investors in China. The investment enterprises include foreign-invested companies and enterprises registered in China, in which foreign-invested companies alone or jointly with their investors hold more than 25% of the shares and foreign-invested companies hold more than 65,438+00%. Foreign-invested companies shall apply the relevant provisions of these Measures to their parent companies, and investment enterprises shall apply the relevant provisions of these Measures to their member units. Article 4 A financial company shall operate in compliance with laws and regulations, and shall not harm the interests of the state and society. Article 5 A financial company shall accept the supervision and administration of China Banking Regulatory Commission according to law. Chapter II Establishment and Change of Institutions Article 6 The establishment of a financial company shall be reported to the China Banking Regulatory Commission for examination and approval.
The name of a financial company shall be approved by the industrial and commercial registration authority, and marked with the words "Finance Limited Company" or "Finance Limited Liability Company", and the name shall include the full name or abbreviation of the enterprise group to which it belongs. Without the approval of China Banking Regulatory Commission, no unit may use the word "finance company" in its name. Article 7 An enterprise group applying for the establishment of a finance company shall meet the following conditions:
(a) in line with the national industrial policy;
(2) The registered capital of the parent company before the application is not less than 800 million yuan 1 year;
(3) Within 1 year before the application, the total assets of the member units consolidated according to regulations shall not be less than 5 billion yuan, and the proportion of net assets shall not be less than 30%;
(four) for two consecutive years before the application, the total operating income of the member units in accordance with the provisions of the consolidated accounting is not less than 4 billion yuan per year, and the total pre-tax profit is not less than 200 million yuan per year;
(5) The cash flow is stable and large;
(six) the parent company has been established for more than 2 years and has experience in internal financial management and fund management of enterprise groups;
(7) The corporate governance structure of the parent company is sound, and there is no violation of laws and regulations, and there is no bad credit record in the past three years;
(8) The parent company has core business;
(9) The parent company has no improper related party transactions.
Except as stipulated in items (1), (2), (5), (6), (7), (8) and (9) of this article, the net assets of the foreign-invested company before application 1 year shall not be less than RMB 2 billion, and the annual pre-tax profit before application shall be two consecutive years. Article 8 To apply for the establishment of a finance company, the board of directors of the parent company shall make a written commitment to increase the corresponding capital according to the actual needs of the finance company to solve the payment difficulties in case of emergency, and specify it in the articles of association of the finance company. Article 9 To establish a finance company, the following conditions shall be met:
(1) It really meets the needs of centralized management of enterprise group funds and can reach a certain business scale through reasonable prediction;
(2) Having articles of association that conform to the Company Law of People's Republic of China (PRC) and these Measures;
(3) Having the minimum registered capital meeting the requirements of these Measures;
(4) Having directors, senior managers and employees in a specified proportion who meet the post qualifications stipulated by the China Banking Regulatory Commission, and having qualified professionals in key positions such as risk management and capital-intensive management;
(5) Having a sound corporate governance, internal control, business operation and risk prevention system;
(6) Having business premises, safety precautions and other facilities that meet the requirements;
(7) Other conditions stipulated by China Banking Regulatory Commission. Article 10 The minimum registered capital for the establishment of a finance company is 6,543.8 billion yuan. The registered capital of a finance company shall be paid-in RMB or equivalent convertible currency.
The registered capital of a financial company engaged in foreign exchange business shall be no less than US$ 5 million or the equivalent in a freely convertible currency.
China Banking Regulatory Commission may adjust the minimum registered capital of a financial company according to the development of the company and the need of prudent supervision.