关于证券公司开展集合资产管理业务有关问题的通知 Issues Relevant to the Engagement in Collective Asset Management Business by

（Issued by the China Securities Regulatory Commission on 21 October 2004.）

颁布日期：20041021 　实施日期：20041021 　颁布单位：证券监督管理委员会

　　To the CSRC's Regulatory Bureaux of provinces， autonomous regions， municipalities directly under the central government and cities with independent development plans， Shanghai Stock Exchange， Shenzhen Stock Exchange， China Securities Depository and Clearing Corporation Limited， Securities Association of China and all securities companies：

　　To standardize the collective asset management business of securities companies， we hereby issue the following Circular on the issues relevant to the establishment of collective asset management schemes and engagement in collective asset management business in accordance with the Client Asset Management Business of Securities Companies Trial Procedures （CSRC Order No. 17， hereafter the “Trial Procedures”）， the Issues Relevant to Promoting Innovative Activities in the Securities Industry Circular （Zheng Jian Zi Gou Zi [2004] No. 96） and other regulations：

　　1. Principle for the Pilot Project for Engagement in Collective Asset Management Business

　　Collective asset management business is a new form of client asset management business for securities companies. At the moment， there is no mature practice and experience for such business to follow. In order to promote the development of such business in a steady and proper way and to safeguard against potential risks， the CSRC will adopt the principle of “trial first and promotion afterwards” towards the establishment of collective asset management schemes and the engagement in collective asset management business by securities companies. During the pilot stage， the CSRC will stringently restrict the scope of securities companies that may engage in collective asset management business and will allow only securities companies that have passed the evaluation and are eligible to engage in the relevant innovative activities to handle such business on a trial basis. As experience is accumulated， this business will be promoted gradually.

　　Screening of collective asset management businesses already conducted by securities companies prior to the date hereof shall be carried out in accordance with the Trial Procedures and other relevant provisions and requirements.

　　2. Basic Standards for Engaging in Collective Asset Management Business

　　To engage in collective asset management business， a securities company shall comply with the following business standards in accordance with the provisions of the Trial Procedures：

　　（1） Internal Control System

　　1） Collective asset management business shall be subject to centralized and uniform management， and a rigorous business segregation system shall be set up. The company's senior management personnel in charge of client asset management business and the company's own account shall not be the same person. Branches are strictly forbidden to independently conduct collective asset management business for outside parties.

　　2） A system for personnel in charge of investment shall be set up for collective asset management schemes， i.e. dedicated personnel shall be designated to be responsible for the investment and management matters of each collective asset management scheme. Personnel in charge of investment shall have three or more years of experience in securities business on own account， asset management business or securities investment fund business， good professional ethics and no record of misconduct. During the term of a collective asset management scheme， its personnel in charge of investment may not manage any other collective asset management schemes.

　　3） The requirements of the relevant accounting system shall be rigorously complied with. Independent and complete bookkeeping， accounting， reporting， auditing and file administration systems shall be set

up for collective asset management schemes. Clear settlement paths and fund transfer channels shall be established. Effective supervision and control over the operation and management of collective asset management schemes by the risk control department and supervisory and inspection department shall be ensured. Off-balance-sheet operation， misappropriation of the assets of collective asset management schemes and other acts in violation of laws and regulations shall be conscientiously prevented.

　　（2） Promotion Arrangements

　　1） A securities company may promote a collective asset management scheme by itself or appoint a commercial bank or securities company with securities investment fund sales agency qualifications to carry out promotion on its behalf， in which case a written promotion agency agreement shall be signed. The securities company has the obligation to supervise and inspect the promotional activities of its promotion agency. If it finds that a promotion agency acts in violation of the Trial Procedures， it shall stop such act. If the case is serious， it shall terminate the promotion agency agreement according to the stipulations and report the case to the CSRC and the CSRC agency at its place of registration.

　　2） The securities company and the promotion institution shall promote the collective asset management scheme in strict compliance with the approved prospectus of the collective asset management scheme and the collective asset management contract.

　　3） Promotion of collective asset management schemes through radio broadcast， television， newspapers and periodicals， and other mass media is strictly forbidden.

　　4） The securities company and the promotion institution shall ensure that the amount of each collective asset management contract is not lower than the minimum amount stipulated in the Trial Procedures， and shall prevent the clients from illegally pooling the funds of other parties to participate in the collective asset management scheme.

　　5） During the period of promotion of the collective asset management scheme， all accounts and funds relating to the promotion of collective asset management scheme shall be taken into the custody by the custodian bank. The securities company and the promotion institution shall deposit the client funds received during the promotion period into a special account opened with the custodian bank. No one shall use the funds of the collective asset management scheme before the complete establishment and commencement of investment operation of the collective asset management scheme.

　　6） After the promotional activities for a collective asset management scheme have ended， the securities company shall employ an accounting firm with securities-related qualifications to conduct capital verification on the collective asset management scheme and issue a capital verification report.

　　7） The securities company， custodian bank and promotion institution shall have a clear division of labour in regard to the post-promotion client services， and shall set up a sound file administration system to properly keep safe documents and information such as the contracts， agreements， client details， and transaction records related to collective asset management schemes.

　　（3） Undertaking of Investment Risks and Fund Participation by Securities Companies

　　A securities company shall issue clear risk alert to investors in the relevant materials such as the prospectus of the collective asset management scheme and the collective asset management contract， stating that the investment risks of the collective asset management scheme shall be borne by investors.

　　If a securities company uses its own funds to participate in a collective asset management scheme established by itself， it shall obtain approval from the board of directors or the shareholders' meeting or through other internal authorization procedure in acc

ordance with the provisions of the company's articles of association and， when calculating the company's net capital， the funds it invests shall be truthfully deducted according to the liability borne by it.

　　（4） Registration， Custody and Clearing

　　During the pilot stage， a securities company shall select a commercial bank with the qualifications for securities investment fund custodian business to take custody of the assets of the collective asset management scheme.

　　A securities company shall handle clearing business of collective asset management schemes in accordance with the clearing mode of securities investment funds. If rigorous and independent custody of client transaction clearing funds is achieved and approval of the CSRC is obtained， it may handle clearing business of collective asset management schemes in accordance with the clearing mode of brokerage business. The securities company and the custodian bank shall assume the responsibility for final delivery for transaction and clearing of collective asset management schemes in accordance with the relevant regulations of the securities registration and clearing institution.

　　The custodian bank shall， in accordance with the provisions of the Trial Procedures， open a dedicated fund account for each collective asset management scheme. The name of the account shall be the name of the collective asset management scheme. At the same time， it shall open a dedicated securities account on behalf of each collective asset management scheme at the securities registration and clearing institution （Shanghai or Shenzhen branch）。 The name of the securities account shall be in the format of “Securities Company – Custodian Bank – Name of the Collective Asset Management Scheme”。

　　A securities company shall be responsible for accounting operatio

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