Provisions on the Administration of Subsidiaries of Fund Management Companies

Chapter I General Provisions Article 1 These Provisions are formulated in accordance with the Securities Investment Fund Law, the Company Law, the Measures for the Administration of Securities Investment Fund Management Companies and other relevant laws and regulations in order to meet the needs of specialized operation and management of publicly offered securities investment fund management companies (hereinafter referred to as fund management companies), regulate the behaviors of subsidiaries of fund management companies (hereinafter referred to as subsidiaries) and protect the legitimate rights and interests of investors. Article 2 The term "subsidiary" as mentioned in these Provisions refers to a company legal person wholly established by a fund management company in China or jointly established with other shareholders with the approval of the China Securities Regulatory Commission. Article 3 When establishing a subsidiary, a fund management company shall fully consider its own financial strength and management ability, conduct comprehensive evaluation and demonstration, and make reasonable and prudent decisions. The establishment of a subsidiary shall not harm the interests of the holders of publicly offered fund shares. Article 4 A fund management company shall reasonably determine and regularly evaluate the development direction and business scope of its subsidiaries according to its own development strategy and the principles of specialization and differentiation. There shall be no horizontal competition between a fund management company and its subsidiaries or subsidiaries controlled by the same fund management company. Article 5 A fund management company, its subsidiaries and subsidiaries controlled by the same fund management company shall not engage in related transactions that harm the interests of investors or are unfair, and there shall be no conflicts of interest in their business activities. Article 6 The establishment, alteration, termination, business activities, supervision and management of a subsidiary company shall comply with the provisions of relevant laws and regulations. Article 7 The China Securities Regulatory Commission and its dispatched offices shall supervise and manage subsidiaries and their business activities in accordance with the Securities Investment Fund Law, the Company Law and other laws and administrative regulations, the provisions of the China Securities Regulatory Commission and the principle of prudent supervision. Article 8 China Asset Management Association (hereinafter referred to as Securities Investment Fund Association) conducts self-discipline management of its subsidiaries and their business activities in accordance with laws, administrative regulations, provisions of China Securities Regulatory Commission and self-discipline rules. Chapter II Establishment of Subsidiaries Article 9 A fund management company shall establish wholly-owned subsidiaries. Unless otherwise stipulated by laws, administrative regulations or the China Securities Regulatory Commission, a fund management company may jointly establish a subsidiary with other qualified investors, but the shareholding ratio of the subsidiary shall not be less than 565,438+0%. Article 10 A fund management company that meets the requirements prescribed by laws and regulations may set up subsidiaries to engage in the following single businesses:

(1) Asset management business for specific customers;

(2) Fund sales business;

(3) Private equity investment fund management business;

(4) Other businesses licensed or recognized by China Securities Regulatory Commission.

The establishment of a subsidiary to engage in the licensed business specified in the preceding paragraph shall go through the business qualification application procedures in accordance with relevant laws and regulations. Article 11 To establish a subsidiary, the following application materials shall be submitted to the China Securities Regulatory Commission:

(1) Letter of commitment from each shareholder on the truthfulness, accuracy, completeness and compliance of the application materials that meet the statutory requirements;

(2) An application report, including at least the purpose of establishing the subsidiary, the name of the subsidiary, the business scope, the establishment plan, the qualifications of shareholders, etc. , signed and sealed by shareholders;

(3) A feasibility study report, including at least the necessity and feasibility of establishing a subsidiary, the basic information and advantages of shareholders, the organizational management structure of the subsidiary, and the business development plan of the subsidiary, etc.

(4) Resolutions, decisions and sponsorship agreements on the establishment of subsidiaries by shareholders;

(5) A letter of no objection issued by the institution where the natural person shareholder engaged in the fund industry works to the natural person's shareholding in the subsidiary;

(6) A description of the shareholder relationship and shareholding structure of the subsidiary;

(7) The institutional arrangements for the fund management company to prevent risk transfer and interest conflicts among its subsidiaries;

(8) Resumes of the proposed senior managers of the subsidiaries (filled in with reference to the Registration Form for Senior Managers of the Securities Investment Fund Industry), copies of identity certificates and qualification certificates for fund practice;

(nine) the draft articles of association of the subsidiary and the main management system;

(10) A description of the preparations for the establishment of the subsidiary, including at least the qualifications and equipment of the main business personnel, the purchase plan of office space, lease and related equipment, and the pre-approval of industrial and commercial names;

(11) A letter of commitment issued by the fund management company not to engage in related transactions with subsidiaries that harm the interests of investors or are unfair, and there is no conflict of interest with the business activities of subsidiaries, as well as arrangements for other shareholders to provide support for the sustainable and standardized development of subsidiaries;

(12) A statement issued by the fund management company that the development direction and business scope of its subsidiaries are in line with the overall development strategy of the company and there is no horizontal competition;

(thirteen) legal and feasible risk disposal and liquidation plan;

(fourteen) other documents stipulated by the China Securities Regulatory Commission in accordance with the principle of prudent supervision. Article 12 Shareholders of subsidiaries shall not hold the equity of subsidiaries for other institutions or individuals, and no institution or individual may entrust other institutions or individuals to hold the equity of subsidiaries. Article 13 The China Securities Regulatory Commission shall examine the applicant's application in accordance with laws, administrative regulations, provisions of the China Securities Regulatory Commission and the principle of prudent supervision, and make a decision of approval or disapproval within 60 days from the date of accepting the application.

Without the approval of the China Securities Regulatory Commission, a fund management company may not set up or set up a subsidiary in disguise.