Some opinions on standardizing the shareholding system of rural cooperative financial institutions;
Yin Jian Fa [2004] No.23 April 2, 20041
Chapter I General Principles
Article 1 In order to standardize the equity management of rural cooperative financial institutions and protect the legitimate rights and interests of rural cooperative financial institutions and shareholders, this opinion is put forward in accordance with the relevant provisions such as the Decision of the State Council Municipality on Deepening the Reform of Rural Credit Cooperatives, the Regulations on the Management of Rural Credit Cooperatives, the Interim Provisions on the Management of Rural Cooperative Banks, and the Guiding Opinions on the Unified Legal Person of Rural Credit Cooperatives with Counties (Cities) as Units.
Article 2 The term "rural cooperative financial institutions" as mentioned in this opinion refers to rural credit cooperatives (hereinafter referred to as credit cooperatives) established according to law, county (city) associations of rural credit cooperatives (hereinafter referred to as county associations), and rural cooperative banks that have been approved to implement a unified legal person with counties (cities) as units.
The equity management of county (city) rural credit cooperatives, prefecture (city) rural credit cooperatives, provincial rural credit cooperatives and rural commercial banks with county (city) and township (town) legal persons shall still be implemented according to the existing relevant regulations.
Article 3 The principle of voluntary participation, taking risks at your own risk, preferential service and benefit sharing shall be followed in joining the rural cooperative financial institutions.
Fourth shares in rural cooperative financial institutions, should be decided by shareholders, no unit or individual may force.
Article 5 A rural cooperative financial institution shall clearly state the relevant provisions on equity management in its articles of association, prospectus and other public written materials, and place them in its business premises for inquiry.
Article 6 Members (shareholders) of rural cooperative financial institutions shall bear risks and civil liabilities to the extent of their shares.
Article 7 Members (shareholders) of rural cooperative financial institutions have the right to receive preferential services and participate in income distribution according to regulations.
Chapter II Conditions for Holding Shares
Article 8 Natural persons, enterprise legal persons and other economic organizations that meet the requirements for becoming shareholders in a financial institution may apply for becoming shareholders in a rural cooperative financial institution where their household registration is located or registered.
Article 9 Members (shareholders) of rural cooperative financial institutions shall share their shares in monetary funds, and shall not share their shares in the form of physical assets, creditor's rights or securities.
The original non-monetary shares of rural cooperative financial institutions shall be confirmed or cleared up in accordance with relevant regulations.
Tenth members of rural cooperative financial institutions (shareholders) must use their own funds to buy shares, and may not use loans from financial institutions to buy shares.
Eleventh rural cooperative financial institutions shall not share in the form of share exchange with industrial and commercial enterprises.
Twelfth rural cooperative financial institutions shall not accept direct shares of financial funds of people's governments at all levels.
Local people's governments at all levels can support the reform and development of rural cooperative financial institutions by donating assets (funds) or replacing non-performing assets of rural cooperative financial institutions with high-quality assets. Donated assets (funds) should be included in the capital reserve of rural cooperative financial institutions, not directly included in the share capital. Donations by the people's government should be made in the form of monetary funds in principle. Donations in the form of physical assets shall be assessed and confirmed by intermediaries recognized by the banking regulatory institution.
Thirteenth financial institutions to become strategic investors in rural cooperative financial institutions, should comply with the relevant provisions of the financial institutions, and reported to the banking regulatory agencies for approval.
Chapter III Equity Setting
Fourteenth rural cooperative financial institutions should set up two kinds of shares: natural person shares and legal person shares according to the source and ownership of shares. Rural cooperative banks and county cooperatives should set up qualification units and investment units for natural person shares and legal person shares respectively.
Qualification share is the basic share capital that must be paid to obtain membership (shareholder) qualification. Investment shares are shares formed by members (shareholders) investing outside the basic shares.
Credit cooperatives can set up qualification shares and investment shares for natural person shares and legal person shares respectively. The shares of credit cooperatives members who set up qualification shares and investment shares shall be implemented with reference to the relevant provisions of the equity setting of county associations, and the shares of credit cooperatives members who have not set up qualification shares and investment shares shall be regarded as the management of qualification shares.
Fifteenth rural cooperative financial institutions should be combined with local conditions, reasonably determine the minimum amount of shares, and report to the local banking supervision and management institutions for approval.
The share capital of members (shareholders) of rural cooperative financial institutions is RMB 65,438+0 yuan per share.
The shares of natural persons in credit cooperatives are generally not less than 100 shares, and the shares of legal persons are generally not less than 1000 shares; The natural person (including employees) qualification shares of county cooperatives and rural cooperative banks are generally not less than 1000 shares, and the legal person qualification shares are generally not less than 10000 shares.
Sixteenth rural cooperative financial institutions should set up a reasonable equity structure, reflect the interests of all shareholders (including members), and ensure that the corporate governance structure is perfect and effective.
In the share capital of a credit cooperative, a single natural person shall not hold more than 2% of the total share capital, and a single legal person shall not hold more than 5% of the total share capital.
Among the shares of the county association, the shares (including qualified shares and investment shares) held by individual natural person members (including employees) do not exceed 5‰ of the total share capital, and the shares (including qualified shares and investment shares) held by individual legal persons do not exceed 5% of the total share capital; The total shareholding of natural persons shall not be less than 50% of the total share capital, and the total shareholding of employees shall not exceed 25% of the total share capital.
Among the shares of rural cooperative banks, the shares (including qualified shares and investment shares) held by individual natural person shareholders (including employees) shall not exceed 5 ‰ of the total share capital; The total shareholding of employees of the Bank shall not exceed 25% of the total share capital; The total shareholding of natural person shareholders other than employees shall not be less than 30% of the total share capital. The total shareholding of a single legal person and its affiliated enterprises shall not exceed 65,438+00% of the total share capital. If the shareholding ratio exceeds 5%, it shall be reported to the local banking regulatory agency for examination and approval.
The affiliated enterprises mentioned in the preceding paragraph refer to enterprises that are directly or indirectly controlled by each other and are controlled or greatly influenced by the same enterprise.
Chapter IV Capital Stock Management
Article 17 A rural cooperative financial institution shall issue registered shares to the members (shareholders) who subscribe for the share capital, as the ownership certificate of the members (shareholders) and the basis for participating in the distribution of benefits.
Rural cooperative financial institutions shall not accept the shares of the cooperative (bank) as the pledge.
Members (shareholders) of rural cooperative financial institutions shall inform the board of directors in advance if they guarantee themselves or others with their own (bank's) share certificates.
Article 18 Members (shareholders) of rural cooperative financial institutions shall enjoy the following rights:
(a) to participate in or entrust an agent to participate in the general meeting of members (shareholders) and exercise the right to vote;
(2) Electing directors and supervisors, and being elected as directors and supervisors;
(three) to supervise the operation of rural cooperative financial institutions and put forward suggestions and questions;
(four) the priority and preferential right to obtain financial services from rural cooperative financial institutions;
(five) enjoy dividends and participate in other forms of interest distribution;
(six) in accordance with the provisions of the relevant laws, regulations and administrative rules of the state, the transfer of shares and the priority to subscribe for shares;
(seven) after the termination or liquidation of rural cooperative financial institutions, participate in the distribution of surplus property according to law;
(eight) other rights stipulated by the relevant laws, regulations and administrative rules of the state and the articles of association of rural cooperative financial institutions.
Article 19 Members (shareholders) of rural cooperative financial institutions shall undertake the following obligations:
(a) to recognize and abide by the articles of association of rural cooperative financial institutions;
(two) according to the subscription amount to the rural cooperative financial institutions to pay shares;
(three) to bear risks and civil liabilities to rural cooperative financial institutions within the limit of the amount of shares held by them;
(four) to safeguard the interests and reputation of rural cooperative financial institutions and support rural cooperative financial institutions to carry out various businesses according to law;
(five) to obey and implement the resolutions of the members (shareholders) general meeting;
(six) other obligations stipulated by the relevant laws, regulations and administrative rules of the state and the articles of association of rural cooperative financial institutions.
Twentieth rural cooperative financial institutions can distribute dividends to their members (shareholders) according to their profitability and relevant regulations, but they may not pay interest on their shares.
Rural cooperative financial institutions that suffered losses in that year shall not distribute dividends to their members (shareholders); The profit-making rural cooperative financial institutions in that year should strictly limit the dividend ratio before making up all the losses over the years or the capital adequacy ratio fails to meet the specified requirements. Dividend distribution should be in the form of capitalization in principle, and cash dividends should not be distributed. Specific measures can be formulated by the local banking supervision institution in consultation with relevant departments.
Article 21 The shares held by the members (shareholders) of rural cooperative financial institutions may be transferred, inherited and donated according to law with the consent of the board of managers (directors) and after going through the registration formalities according to regulations.
Twenty-second members (shareholders) of rural cooperative financial institutions shall not withdraw their shares in any of the following circumstances:
(a) the loss of rural cooperative financial institutions in the current year;
(2) The capital adequacy ratio of rural cooperative financial institutions fails to meet the prescribed requirements or fails to meet the prescribed requirements after withdrawing shares.
Article 23 Members (shareholders) of rural cooperative financial institutions may withdraw their shares if they meet the following conditions:
(1) A member (shareholder) applies for withdrawal;
(2) There are no circumstances listed in Article 22;
(3) Transfer all the investment shares it holds after holding for three years;
(4) The manager (director) will agree.
In principle, the withdrawal of qualified shares should be handled after the end of the financial statements. If the withdrawal is made before the year-end financial statements, the dividends of the current year will not be paid.
Article 24 The investment shares held by members (shareholders) of rural cooperative financial institutions may be transferred, inherited and donated, but they may not be returned.
Twenty-fifth rural cooperative financial institutions should establish a mechanism to replenish capital regularly, determine the plan for capital increase and share expansion according to the needs of business development, and ensure that the capital adequacy ratio meets the prescribed requirements at any time.
Chapter V Stock Management
Article 26 The share certificates issued by rural cooperative financial institutions shall explain the matters that members (shareholders) should know in the form of share information.
The notice of share purchase shall at least include the following contents:
(a) members (shareholders) should read the articles of association of rural cooperative financial institutions in detail before buying shares, and know the rights and obligations of members (shareholders);
(two) according to the profitability, according to the provisions of the distribution of dividends to members (shareholders), not to pay interest on shares;
(3) Members (shareholders) shall bear the risks and civil liabilities of rural cooperative financial institutions to the extent of their share capital;
(four) members (shareholders) shall meet the conditions stipulated in the articles of association;
(5) Members (shareholders) shall truthfully declare the matters listed in the share certificates, and change them in time if there are any changes.
Article 27 The share certificates of members (shareholders) of rural cooperative financial institutions shall specify the following items:
(a) natural person shareholders (shareholders) should indicate the name, gender, address, ID number, issuing unit, date, time and amount of shares;
(2) Members (shareholders) of legal person shares shall specify the legal person name, legal representative name, business license number, issuing unit, issuing date, time and number of shares.
Rural cooperative financial institutions with qualified shares and investment shares shall list the qualified shares and investment shares respectively in the share certificate.
Article 28 When the share certificate held by a member (shareholder) is stolen, lost, lost or damaged, the unit shall report the loss to the rural cooperative financial institution with a letter of introduction and valid identification.
Chapter VI Other Matters
Article 29 If there is any inconsistency between the capital increase and share expansion carried out before the issuance of this opinion and the provisions of this opinion, a rectification work plan shall be formulated within a time limit according to the requirements of this opinion, which shall be submitted to the local banking regulatory agency for approval and supervised by the local banking regulatory agency for implementation.
Thirtieth rural cooperative financial institutions shall, in accordance with the requirements of this opinion, amend their articles of association and issue new share certificates.
The first batch of eight provinces (cities) rural cooperative financial institutions that have adopted the reformed property right organization form to formulate new articles of association and issue new shares should inform the public of the relevant requirements of this opinion through appropriate means, and timely amend the articles of association and issue new shares. The specific measures shall be determined by the local banking regulatory institution according to the actual situation and reported to the CBRC for the record.