Article 2 The term "financial companies" as mentioned in these Measures refers to non-bank financial institutions that provide financial management services for enterprise group member units (hereinafter referred to as member units) for the purpose of strengthening centralized management of enterprise group funds and improving the efficiency of the use of enterprise group funds.
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. Establishment and change of institutions
Article 6 The establishment of a financial company shall be reported to the China Banking Regulatory Commission for 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 in the year before the application is not less than 800 million yuan;
(three) one year before the application, the total assets of the member units consolidated according to regulations are not less than 5 billion yuan, and the proportion of net assets is not 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 in the year before application shall not be less than 2 billion yuan, and the total annual pre-tax profit for two consecutive years before application shall not be less than 200 million yuan.
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.
Article 11 The registered capital of a finance company is mainly raised from member units, and qualified institutional investors other than member units can be absorbed to become shareholders.
The qualified institutional investors mentioned in this paper refer to strategic investors who have rich experience in industry management and will not transfer their shares in financial companies within three years in principle.
Article 12 The registered capital of a financial company established by a foreign-invested company may be solely contributed by the foreign-invested company or jointly contributed by its investors.
Article 13 The number of employees of a finance company who have been engaged in finance or financial work for more than three years shall not be less than two thirds of the total number, and the number of employees who have been engaged in finance or financial work for more than five years shall not be less than one third of the total number.
Professionals who have served as auditors of internationally renowned accounting firms, programmers or system analysts of computer companies, or have worked in related businesses and management positions in internationally renowned asset management companies, fund companies, investment banks and securities companies, are deemed to have worked in finance or finance for more than 3 years if they have more than 2 years of work experience and received relevant domestic business and policy training.
Article 14 The establishment of a financial company shall go through two stages: preparation and opening. To apply for the establishment of a finance company, the parent company shall apply to the China Banking Regulatory Commission and submit the following documents and materials:
(1) An application, which includes the name, location, registered capital, shareholders, shareholding structure and business scope of the financial company to be established.
(two) the feasibility study report, which includes:
1, the overall production and operation status, cash flow analysis, position in the same industry and long-term development plan of the parent company and other member units;
2. The purpose, function and business volume forecast of establishing a financial company;
3. Consolidated balance sheet, income statement and cash flow statement audited by a qualified accounting firm within two years.
(three) the list of member units issued by the competent department and relevant certification materials.
(4) enterprise group registration certificate, copies of business licenses of the applicant and other investors, and capital contribution guarantee.
(5) Where a foreign-funded financial company is established, the approval certificate of the foreign-funded company and its investment enterprise shall be provided.
(6) A certificate signed by the legal representative of the parent company to confirm the authenticity of the above information.
(7) Other documents and materials required by China Banking Regulatory Commission.
Article 15 If the application for the preparation of a financial company is approved by the China Banking Regulatory Commission, the applicant shall complete the preparation of the financial company within three months from the date of receiving the approval document, and submit the application for starting business to the China Banking Regulatory Commission, together with the following documents:
(1) Draft articles of association of the finance company;
(2) The operating policies and plans of the finance company;
(3) The list of shareholders of the finance company, and the amount and proportion of their contributions;
(4) A capital verification certificate issued by a statutory capital verification institution on the contribution made by the shareholders of the finance company;
(5) Names, detailed resumes and qualification certificates of the directors and senior managers to be appointed;
(6) Names and detailed resumes of personnel to be engaged in risk management and centralized fund management;
(seven) certification materials of relevant personnel engaged in financial and financial work for more than 5 years;
(eight) the business rules and risk prevention system of the finance company;
(9) The business premises and other business-related facilities of the finance company;
(10) Other documents and materials required by China Banking Regulatory Commission.
Article 16 After a finance company's application for starting business is approved by the China Banking Regulatory Commission, the China Banking Regulatory Commission will issue a financial license and make an announcement. A financial company shall register with the administrative department for industry and commerce with a financial license and obtain a Business License for Enterprise as a Legal Person before starting business.
Article 17 A financial company may, according to its business needs and with the approval of the China Banking Regulatory Commission, set up branches in areas with concentrated member units and large business volume.
The branch of a finance company does not have legal person status, and the finance company authorizes it to carry out business activities in accordance with the provisions of these Measures, and its civil liability shall be borne by the finance company.
Article 18 A financial company may, according to the needs of business management, set up representative offices in areas where its member units are concentrated, and report to China Banking Regulatory Commission for the record.
The representative office of a financial company shall not engage in business, but only engage in business promotion, customer service, debt collection, information collection and feedback.
Article 19 A finance company applying for the establishment of a branch company shall meet the following conditions:
(a) to meet the needs of business development and provide financial management services for member units;
(2) The finance company has been established for more than 2 years, with a registered capital of not less than 300 million yuan and a capital adequacy ratio of not less than 65,438+00%;
(3) The branch to be established serves not less than 10 member units, and the total assets of the above member units are not less than 10 billion yuan, or the number of member units is less than 10, but the total assets of member units are not less than 2 billion yuan;
(4) The financial company is in good operating condition and has no record of illegal operation within 2 years;
Article 20 A branch of a finance company shall meet the following conditions:
(1) The working capital has reached the minimum amount stipulated in these Measures;
(2) Having senior managers who meet the requirements of the China Banking Regulatory Commission;
(3) Having a sound business operation, internal control, risk management and responsibility system;
(4) Having business premises, safety precautions and other business-related facilities that meet the requirements;
(5) Other conditions stipulated by China Banking Regulatory Commission.
Article 21 The working capital of a branch of a finance company shall not be less than 50 million yuan. The total amount of working capital allocated by a finance company to each branch shall not exceed 50% of its registered capital.
Article 22 When applying for the establishment of a branch, a finance company shall submit the following documents and materials to the China Banking Regulatory Commission:
(1) An application, the contents of which include the name, location, working capital, business scope and service target of the branch to be established;
(2) Feasibility study report, including business volume forecast of the branch to be established, production and operation status of local member units, capital flow analysis and medium-and long-term development planning, etc. ;
(3) Relevant certification documents that meet the requirements of Article 20;
(4) The resolution of the board of directors of the finance company on applying for the establishment of a branch company and the draft resolution authorizing the business scope of the branch company to be established;
(5) Other documents and materials required by China Banking Regulatory Commission.
Twenty-third approved the establishment of a financial company branch, the China Banking Regulatory Commission issued a financial license, and make an announcement. With the financial license, you can go through the registration formalities with the administrative department for industry and commerce and get a business license before you can start business.
Article 24 If a financial company and its branches that have been established with approval fail to start business for more than six months without justifiable reasons from the date of obtaining the business license, or stop business for more than six months without justifiable reasons after opening, the China Banking Regulatory Commission shall revoke its financial license and make a public announcement.
Article 25 A financial company shall use a financial license in accordance with laws, administrative regulations and the provisions of the China Banking Regulatory Commission, and it is forbidden to forge, alter, transfer, lease or lend a financial license.
Article 26 The corporate nature, organizational form and organization of a financial company shall conform to the provisions of the Company Law of People's Republic of China (PRC) and other relevant laws and regulations, and shall be stipulated in the articles of association.
Article 27 If a financial company has any of the following changes, it shall be reported to the China Banking Regulatory Commission for approval:
(a) change the name;
(2) Adjusting the business scope;
(3) Change of registered capital;
(4) Changing shareholders or adjusting the ownership structure;
(5) Amending the Articles of Association.
(6) Replacement of directors and senior management personnel;
(seven) change of business premises;
(8) Other changes as stipulated by China Banking Regulatory Commission.
Where a branch of a finance company changes its name, working capital, business premises or senior management personnel, it shall be reported by the finance company to the China Banking Regulatory Commission for approval. scope of business
Article 28 A finance company may engage in some or all of the following businesses:
(a) to handle financial and financing consulting, credit verification and related consulting and agency business for member units;
(two) to assist member units to realize the receipt and payment of transaction funds;
(3) Approved insurance agency business;
(four) to provide guarantees to member units;
(5) Handling entrusted loans and entrusted investments between member units;
(6) Accepting and discounting bills for member units;
(seven) to handle the internal transfer settlement between member units and the corresponding settlement and liquidation plan design;
(eight) to absorb the deposits of member units;
(nine) to handle loans and financial leasing for member units;
(10) engaging in interbank borrowing.
(eleven) other business approved by the China Banking Regulatory Commission.
Article 29 A qualified financial company may apply to the China Banking Regulatory Commission for the following businesses:
(1) Approving the issuance of financial company bonds;
(2) Underwriting corporate bonds of member units.
(3) Equity investment in financial institutions;
(4) Securities investment.
(five) consumer credit, buyer's credit and financial leasing of products of member units.
Article 30 A financial company engaged in the business listed in Article 29 of these Measures must strictly abide by the relevant provisions of the state and the relevant requirements of prudential supervision of China Banking Regulatory Commission, and meet the following conditions:
(1) The finance company has been established for more than 1 year and is in good operating condition;
(2) The registered capital is not less than 300 million yuan, and the registered capital is not less than 500 million yuan if it engages in consumer credit, buyer's credit and financial leasing business of member units;
(3) Approved by the shareholders' meeting and authorized by the board of directors;
(4) It has a relatively perfect investment decision-making mechanism, risk control system, operating rules and corresponding management information system;
(5) Having corresponding qualified professionals;
(6) Other conditions stipulated by China Banking Regulatory Commission.
Article 31 A financial company shall not engage in offshore business, and shall not engage in any form of cross-border business of funds except the business specified in the second paragraph of Article 28 of these Measures.
Article 32 The business scope of a finance company shall be stipulated in the articles of association of the finance company after it is approved by the China Banking Regulatory Commission. Finance companies may not engage in non-financial businesses such as industrial investment and trade.
A financial company that subdivides its business types within the approved business scope shall report to China Banking Regulatory Commission for the record, except for intermediate business that does not involve creditor's rights and debts.
Article 33 The business scope of a branch of a finance company shall be determined by the finance company according to the principle of prudent operation within its business scope, and reported to the China Banking Regulatory Commission for the record. A branch of a finance company may not handle the guarantee, interbank borrowing or the business specified in Article 29 of these Measures. Article 34 A financial company shall meet the following requirements for asset-liability ratio when conducting business:
(1) The capital adequacy ratio shall not be less than10%;
(2) The balance of borrowed funds shall not be higher than the total capital.
(3) The guarantee balance shall not be higher than the total capital.
(4) The proportion of short-term securities investment in total capital shall not be higher than 40%.
(five) the proportion of long-term investment in the total capital shall not be higher than 30%.
(six) the proportion of its own fixed assets to the total capital shall not be higher than 20%.
The China Banking Regulatory Commission may adjust the above ratio according to the needs of business development or prudent supervision of financial companies.
Article 35 A financial company shall, in accordance with the principle of prudent operation, formulate business rules and procedures and establish and improve its internal control system.
Article 36 A financial company shall set up a risk management and business audit department responsible to the board of directors, formulate a risk control and business audit system for various businesses, report to the board of directors regularly every year, and report to the China Banking Regulatory Commission.
Article 37 The board of directors of a finance company shall entrust a qualified intermediary agency to audit the business activities of the company in the previous year every year, and submit an annual audit report signed by the chairman to the China Banking Regulatory Commission before April 15 every year.
Article 38 A financial company shall, in accordance with the relevant provisions of the state, establish and improve its financial accounting system.
Financial companies should follow sound accounting principles, truly record and comprehensively reflect their business activities and financial status.
Article 39 A financial company shall submit the balance sheet, profit and loss statement, cash flow statement, off-site supervision index evaluation form and other statements required by the China Banking Regulatory Commission to the China Banking Regulatory Commission as required, and submit the financial statements and materials of the previous year within 65,438+0 months after the end of each fiscal year.
The legal representative of a finance company shall be responsible for the authenticity of the above statement signed and submitted by it.
Article 40 A financial company shall submit a list of member units of an enterprise group to the China Banking Regulatory Commission before the end of April each year, and provide the operating conditions and relevant data of the enterprise group in the previous year.
Before a financial company conducts business with a new member unit, it shall timely file with the China Banking Regulatory Commission and provide relevant information of the member unit; If a member unit that has business dealings with a finance company leaves the enterprise group due to the change of property rights, the finance company shall timely file with the China Banking Regulatory Commission, and if there is any legacy business, it shall also submit a legacy business solution.
Article 41 China Banking Regulatory Commission has the right to require financial companies to submit reports and materials on their business and financial status at any time.
Article 42 A finance company shall take emergency measures immediately and report to the China Banking Regulatory Commission in time when there are major events such as seizing deposits, failing to pay due debts, large loans overdue or guaranteed advances, serious computer system failure, robbery or fraud, serious violation of discipline by directors or senior managers, and criminal cases.
When the enterprise group and its member units have major institutional changes, equity transactions or operational risks that may affect the normal operation of the financial company, the financial company shall report to the China Banking Regulatory Commission in a timely manner.
Article 43 A finance company shall deposit the deposit reserve in accordance with the provisions of the People's Bank of China, withdraw the loss reserve in accordance with the relevant provisions, and write off the losses.
Forty-fourth financial companies should abide by the provisions of the people's Bank of China on interest rate management; To engage in foreign exchange business, the relevant provisions of the state on foreign exchange control shall be observed.
Article 45 According to the need of prudential supervision, China Banking Regulatory Commission has the right to conduct on-site inspection of financial companies in accordance with relevant procedures and regulations:
(a) to enter the financial company for inspection;
(two) require the staff of the finance company to explain the relevant inspection items;
(3) Consulting and copying the documents and materials related to the inspection items of the finance company, and sealing up the documents and materials that may be transferred, hidden or damaged;
(four) check the financial company computer business management data system.
Article 46 If the balance of loans granted by a finance company to a single shareholder exceeds 50% of the registered capital of the finance company or the shareholder's contribution to the finance company, it shall report to the China Banking Regulatory Commission in time.
Article 47 If the shareholders of a finance company have not paid off their debts to the finance company for more than 65,438+0 years, the China Banking Regulatory Commission may instruct the shareholders' meeting of the finance company to transfer their capital contribution and other rights and interests to the finance company to pay off their debts.
Article 48 The China Banking Regulatory Commission may, according to the needs of performing its duties and the problems found in daily supervision, hold supervision and management talks with the directors and senior managers of financial companies, and ask them to explain major issues such as business activities and risk management of financial companies.
Article 49 The directors and senior managers of a finance company shall have experience in centralized management of funds of the finance company.
Directors and senior managers shall report to China Banking Regulatory Commission for qualification examination before taking up their posts. Those who fail to pass the qualification examination or fail to pass the examination shall not serve as directors or senior managers of financial companies. Specific measures for post qualification management shall be formulated separately.
When the directors and senior managers of a finance company leave their posts, the parent company shall conduct an outgoing audit in accordance with the relevant provisions, and submit the outgoing audit report to the China Banking Regulatory Commission.
Article 50 If a financial company violates the principle of prudent operation, the China Banking Regulatory Commission shall order it to make corrections within a time limit according to procedures; If it fails to make corrections within the time limit, or its behavior seriously endangers the stable operation of financial companies and damages the legitimate rights and interests of depositors and other customers, China Banking Regulatory Commission may take the following measures in accordance with relevant procedures:
(a) ordered to suspend some business, stop approving the start of new business;
(2) Restricting the distribution of dividends and other income;
(3) restricting the transfer of assets;
(4) Ordering the controlling shareholder to transfer the equity or restricting the rights of relevant shareholders.
(5) Ordering the adjustment of directors and senior managers or restricting their rights;
(6) Stop approving the establishment of additional branches.
Article 51 A financial company may establish an industry self-regulatory organization. China Banking Regulatory Commission provides professional guidance to professional self-regulatory organizations of financial companies. Article 52 The China Banking Regulatory Commission may order a financial company to make rectification under any of the following circumstances:
(1) A serious payment crisis occurs;
(2) Losses in that year exceeded 30% of the registered capital or losses in three consecutive years exceeded 65,438+00% of the registered capital;
(three) a serious violation of national laws, administrative regulations or relevant rules.
The longest rectification time shall not exceed 1 year.
Article 53 During the period of rectification, the finance company shall suspend part or all of its business.
Article 54 After rectification, a finance company can resume its normal operation if it meets the following conditions:
(a) the ability to pay has been restored;
(2) The losses are made up;
(3) violations of laws and regulations have been corrected.
Article 55 When a financial company has or may have a payment crisis, which seriously affects the interests of creditors and the stability of financial order, the China Banking Regulatory Commission may take over the financial company or promote its institutional restructuring according to law.
The takeover or institutional reorganization shall be decided and implemented by the China Banking Regulatory Commission.
Article 56 A financial company shall be dissolved after being approved by China Banking Regulatory Commission in any of the following circumstances:
(1) When the enterprise group constituting the finance company is dissolved, the finance company cannot be merged or reorganized;
(2) The reasons for dissolution stipulated in the articles of association appear;
(3) The shareholders' meeting decides to dissolve;
(4) The financial company does not need to continue to exist due to division or merger.
Article 57 The China Banking Regulatory Commission has the right to cancel a financial company that operates illegally or poorly, which seriously endangers the financial order and harms the public interests.
Article 58 When a financial company is taken over, reorganized or cancelled, the China Banking Regulatory Commission has the right to require the directors, senior managers and other staff of the financial company to perform their duties according to the requirements of the China Banking Regulatory Commission.
Article 59 When a finance company is dissolved or cancelled, the parent company shall set up a liquidation group according to law, and carry out liquidation according to legal procedures, which shall be announced by the China Banking Regulatory Commission.
China Banking Regulatory Commission may directly appoint members of the liquidation team and supervise the liquidation process.
Article 60 When the liquidation group finds that the assets of the finance company are insufficient to pay off debts, it shall immediately stop liquidation, report to the China Banking Regulatory Commission, and apply to the people's court for bankruptcy with the approval of the China Banking Regulatory Commission. Article 61 Anyone who violates the relevant provisions of these Measures shall be dealt with by the China Banking Regulatory Commission in accordance with the Banking Supervision Law of the People's Republic of China and other relevant provisions.
If a finance company refuses to accept the decision of China Banking Regulatory Commission, it may apply for administrative reconsideration or bring an administrative lawsuit to the people's court according to law.
Article 62 If a financial company established before the promulgation of these Measures does not conform to the relevant provisions of these Measures, it shall be regulated within the prescribed time limit. During the normative period, the provisions of these Measures on prudential supervision such as minimum paid-in capital and capital adequacy ratio shall be observed. Specific requirements shall be formulated separately by China Banking Regulatory Commission.
Article 63 The China Banking Regulatory Commission shall be responsible for the interpretation of these Measures.
Article 64 These Measures shall come into force as of September 6, 2004. The original Measures for the Administration of Finance Companies of Enterprise Groups (Order No.3 [2000] of the People's Bank of China) shall be abolished at the same time.