中华人民共和国外资金融机构管理条例实施细则（二）

ependence. After the completion of internal audit， the audit report shall be submitted to the agency of the CBRC at the place where it is located. The agency of the CBRC at the place where it is located may adopt appropriate methods for communicating with the internal audit personnel of the foreign-funded financial institution；

　　2. a foreign-funded financial institution shall appoint personnel to be responsible for compliance work. Such position shall not be taken up by an internal audit personnel； and

　　3. a foreign-funded financial institution shall， within two months after the end of each fiscal year， submit the business report of the previous year and the business development plan of the following year to the agency of the CBRC at the place where it is located；

　　A business report shall include at least the following particulars： comparison of the operation status of various businesses in the previous year with that in the year before， and the reasons for the major difference； asset quality and the profit and loss of the previous year； the implementation of the financial budget， and the reasons for the difference.

　　A business development plan shall include at least the following particulars： the business development strategy of the foreign-funded financial institution； the key points of business development， the development plan for the organization and personnel， and the financial budget of the following year；

　　4. a foreign-funded financial institution shall consolidate local laws and regulations in formulating the internal control system and operational procedures， and submit the amendments to the internal control system and operational procedures to the agency of the CBRC at the place where it is located before the end of March each year；

　　a Chinese translation of the internal control system， business operational procedures and samples of business receipts of a foreign-funded financial institution shall be included； where regulatory personnel deems that other relevant documents of business files and management files are necessary， the Chinese translation shall also be included；

　　5. if a non-employee of a foreign-funded financial institution that engages in such work as strategic planning， business guidance and provision of service support for internal departments of the institution has worked consecutively for over 30 days or accumulatively

for over 60 working days within 90 days at such institution， the foreign-funded financial institution shall report the matter to the agency of the CBRC at the place where it is located；

　　6. a foreign bank branch shall submit the annual report of its head office for the previous year in a timely manner to the agency of the CBRC at the place where it is located each year.

　　PART SIX　DISSOLUTION AND LIQUIDATION

　　Article 98　The term “dissolution and liquidation” referred to in the Regulations shall include the following circumstances：

　　1. Foreign-funded legal person institutions shall be dissolved voluntarily in any of the following circumstances upon obtaining approval from the CBRC：

　　（1） expiration of the term of business specified in the articles of association or the occurrence of any dissolution event specified in the articles of association；

　　（2） a resolution for dissolution adopted at a shareholders' meeting or a board meeting； or

　　（3） dissolution as a result of merger or division.

　　2. closure of a branch in China of a foreign bank， wholly foreign-owned bank or joint venture bank approved by or at the order of the CBRC；

　　3. shut down of the foreign-funded legal person institution by the CBRC； or

　　4. the foreign-funded legal person institution being declared bankrupt according to law.

　　Article 99　A foreign-funded legal person institution that applies for voluntary dissolution shall submit the following materials to the agency of the CBRC at the place where it is located. Upon the issue of opinion on preliminary examination by the local agency of the CBRC， the materials shall be 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 chairman or president （chief executive officer or general manager）；

　　2. shareholders' resolution or board resolution；

　　3. a letter of confirmation on voluntary dissolution signed by the chairman of the board or president （chief executive officer or general manager） of each investor； and

　　4. other materials required for submission by the CBRC.

　　The CBRC shall decide whether or not to approve the application within three months of receipt of a complete set of application materials.

　　Article 100　A foreign bank， wholly foreign-owned bank or a joint venture bank applying to close its branch in China shall submit the following materials to the agency of the CBRC at the place where it is located. Upon the issue of opinion on preliminary examination by the agency of the CBRC at the place where it is located， the materials shall be 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 chairman of the board or president （chief executive officer or general manager） of the applicant；

　　2. in respect of an application by a wholly foreign-owned bank or a joint venture bank， the board resolution shall be submitted；

　　3. an opinion on the application issued by the financial regulatory authorities of the place where the foreign bank is registered； and

　　4. other materials required for submission by the CBRC.

　　The CBRC shall decide whether or not to approve the application within three months of receipt of a complete set of application materials.

　　Article 101　From the date on which the decision of the CBRC becomes effective to approve the voluntary dissolution of a foreign-funded legal person institution， the closure of a branch in China of a foreign bank， wholly foreign-owned bank or a joint venture bank， or the closure of such a branch at the order of the CBRC， the foreign-funded financial institution that is the subject of s

uch approvals shall immediately cease its business activities and surrender its permit to conduct financial business， and shall set up a liquidation committee within 15 days.

　　Article 102　The members of the liquidation committee shall include the president （general manager）， the chief accountant， a Chinese certified accountant and any other personnel appointed by the CBRC. The liquidation committee of a foreign-funded legal person institution shall also include a shareholder representative and the chairman of the board. Members of the liquidation committee shall be approved by the local agency of the CBRC.

　　Article 103　The liquidation committee shall notify the relevant authorities， such as the administration authorities for industry and commerce， taxation authorities and labour and social security department in writing.

　　Article 104　Other liquidation matters in relation to the voluntary dissolution of a foreign-funded legal person institution， the closure of a branch in China of a wholly foreign-owned bank， a joint venture bank and a foreign bank shall be handled in accordance with the relevant provisions of the PRC， Company Law.

　　Article 105　The agency of CBRC at the place where a foreign-funded financial institution to be dissolved or closed is located shall be responsible for the supervision of the dissolution and liquidation processes and shall report， through progressive levels， major matters and the result of the liquidation to the CBRC.

　　Article 106　Within 30 days of its establishment， the liquidation committee shall appoint an accounting firm recognized by the CBRC to conduct an audit， and shall submit an audit report to the local agency of the CBRC within 60 days of the appointment.

　　Article 107　If the liquidation process resulting from dissolution or closure involves matters relating to the examination and approval or verification and approval of foreign exchange， such matters shall be approved by the State Administration of Foreign Exchange and its branches.

　　Article 108　During the liquidation process， the liquidation committee shall give priority to the payment of the principals and interests of individual savings deposits after paying the liquidation fee， and the outstanding workers' wages and labour insurance premiums.

　　Article 109　The liquidation committee shall report on the development of debt repayment， assets disposal， loan settlement and account cancellation to the local agency of the CBRC before the tenth day of each month.

　　Article 110　After the institution to be liquidated has fully repaid all debts， if its liquidation committee applies to withdraw the interest-generating assets， it shall provide the following information to the agency of the CBRC at the place where it is located for examination and approval

　　1. a letter of application signed by the chairman of the liquidation committee；

　　2. a report on the development of the liquidation； and

　　3. other information required for submission by the CBRC.

　　Article 111　After completion of the liquidation process， the liquidation committee shall prepare a liquidation report to be submitted to the local agency of the CBRC for confirmation and also to the administration authorities for industry and commerce to apply for the cancellation of its registration， and i

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