中华人民共和国外资金融机构管理条例实施细则（二）

f a foreign-funded financial institution；

　　2. the companies， enterprises and other economic organizations in which the persons specified above invest or undertake a senior management position； or

　　3. shareholders and the affiliated enterprises of a foreign-funded legal person institution.

　　Article 80　A “Chinese certified accountant” referred to in Article 32 of the Regulations shall mean an accountant registered in China that has passed the annual examination and has experience in finance-related auditing business. A foreign-funded financial institution shall， one month prior to appointing the Chinese certified accountant to conduct annual audit， submit in writing the basic information of the accounting firm to which the accountant belongs and the principal certified accountants participating in the audit to the agency of the CBRC at the place where the foreign-funded financial institution is located.

　　Article 81　At the end of each fiscal year， a foreign-funded financial institution shall appoint an accounting firm recognized by the agency of the CBRC to conduct an annual audit. The foreign-funded financial institution shall submit the audit report and management proposal to the agency of the CBRC at the place where it is located within four months after the end of the fiscal year.

　　Foreign-funded legal person institutions and foreign banks with two or more branches in China shall also appoint an accounting firm recognized by the agency of the CBRC to conduct an audit on all their business institutions in China on a consolidated basis， and shall submit the audit report and management proposal to the agency of the CBRC at the place where the head office of the foreign-funded legal person institution or the chief reporting branch of the foreign bank is located within five months after the end of the fiscal year.

　　The annual audit on foreign bank branches shall include at least the following particulars： financial report， risk management， operation control， operation compliance status and asset quality. The annual audit on foreign-funded legal person in

stitutions shall include at least the following particulars： capital adequacy status， asset quality， internal management， profitability， liquidity and details of market risk management.

　　Article 82　In the event of an adjustment and/or transfer of the registered capital of a foreign-funded legal person institution， or change in a shareholder that holds 10% or more of its total capital or shares， or the application of a foreign bank for adjustment of the operating capital of its branches in China， the following materials shall be submitted to the agency of the CBRC at the place where the institution or bank is located. Upon the issue of opinion on preliminary examination by the agency of the CBRC， the materials shall be directly submitted to the CBRC for examination and approval， and at the same time be forwarded through progressive levels to the agency of the CBRC at the upper level：

　　1. a letter of application signed by the applicant's chairman of the board or president （chief executive officer or general manager）；

　　2. board resolution of the foreign-funded legal person institution in relation to the adjustment and/or transfer of the registered capital， or change in shareholders；

　　3. in respect of changes in the amount of capital investment or shareholdings of the investors of a foreign-funded legal person institution， the board resolution of all investors or the opinion signed by its legal representative shall be provided. If the investor of a foreign-funded legal person institution is a financial institution， the opinion recognized by the financial regulatory authorities of the country or region in which the investor is located shall be provided；

　　4. transfer agreement or contract signed by the relevant shareholder of the foreign-funded legal person institution； and

　　5. other materials required for submission by the CBRC.

　　Article 83　A foreign-funded financial institution approved to change its registered or operating capital， or change in a shareholder that holds 10% or more of its total capital or shares shall appoint a certified accounting firm recognized by the agency of the CBRC at the place where it is located to conduct capital verification within 30 days of the receipt of approval documents issued by the CBRC， and shall submit the capital verification certificate to the agency of the CBRC at the place where it is located.

　　Article 84　New shareholders of foreign-funded legal person institutions shall fulfil the conditions stipulated in the Regulations and these Rules.

　　Article 85　In respect of a proposed change of name of its branch office in China due to the merger or division of any foreign bank， the procedures for the official name change may be split into two stages or be conducted directly：

　　The foreign bank may submit its initial application to the CBRC together with the following materials：

　　1. a letter of application addressed to the Chairman of the CBRC signed by the chairman of the board or president （the chief executive officer or general manager） of the foreign bank； and

　　2. a letter of acknowledgement or approval document in relation to the merger or division issued by the financial regulatory authorities of the country or region where the foreign bank is located.

　　Upon receipt of a complete set of application materials， the CBRC shall confirm the application for name change in the form of a signed letter.

　　Within five days after the official change of its name， the foreign bank shall report to the CBRC and the agency of the CBRC at the place where its branch office in China is located， and submit the following materials to the CBRC within 30 days in order to complete the procedures to officially change the names of its branches in China：

　　1. a letter of application addressed to the Chairman of the CBRC signed by the chairman of the board or president （chief executive offi

cer or general manager） of the new institution；

　　2. the application form printed by the CBRC that is completed by the new institution in accordance with provisions；

　　3. the official approval document issued by the financial regulatory authorities of the country or region where the new institution is located；

　　4. the business licence （copy） of the new institution or the photocopy of any other approval document for the operation of financial business；

　　5. a guarantee to undertake the liability for tax and debts of its branch offices in China issued by the new institution and signed by the chairman of the board or president （chief executive officer or general manager） of the new institution；

　　6. the consolidated financial statements of the new institution；

　　7. the articles of association of the new institution；

　　8. a list of directors of the new institution；

　　9. the organizational structure chart of the new institution；

　　10. the résumé， proof of identification and academic record of the head， general manager， general representative or chief representative of the branch office of the new institution in China； and

　　11. the power of attorney in favour of the head or general manager of the branch in China signed by the chairman of the board or president （chief executive officer or general manager） of the new institution.

　　When a foreign bank submits the initial application and the official application materials for name change to the CBRC， it shall at the same time submit copies of the relevant application materials to the local agency of the CBRC at the place where its branch in China is located.

　　Article 86　The registered capital， operating capital and business scope of foreign-funded financial institutions following a merger or division shall be re-verified by the CBRC.

　　Article 87　In the event of an application for name change due to other reasons， a letter of application addressed to the Chairman of the CBRC signed by the chairman of the board or president （chief executive officer or general manager） of the foreign-funded financial institution， the official approval document issued by the financial regulatory authorities of the country or region in which the foreign bank is located for its name change， the business licence （copy） after the name change or photocopies of other approval documents for the operation of financial business shall be submitted to the CBRC， with a copy of the same submitted to the agency of the CBRC at the place where the foreign-funded financial institution is located.

　　Article 88　In the event of a change in business site within the same city， a foreign-funded financial institution shall submit the following materials to the agency of the CBRC at the place where it is located：

　　1. a letter of application addressed to the local agency of the CBRC signed by the chairman of the board or president （chief executive officer or general manager） of the foreign-funded legal person institution or the president or general manager of a foreign bank branch；

　　2. a photocopy of the letter of intent for the lease or purchase contract for the proposed business site of the foreign-funded financial institution； and

　　3. other materials required for submission by the CBRC.

　　The agency of the CBRC at the place where the foreign-funded financial institution is located shall conduct inspection of the new business site of the foreign-funded financial institution in accordance with relevant provisions. If the foreign-funded financial institution fails the inspection， it may， within 10 days of the r

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