企业集团财务公司管理办法 Administration of the Finance Companies of Enterprises Groups Procedures

中国银行业监督管理委员会令2004年第5号

颁布日期：20040727 　实施日期：20040901 　颁布单位：中国银行业监督管理委员会

　　（Promulgated by the China Banking Regulatory Commission on 27 July 2004 and effective as of 1 September 2004.）

　　PART ONE　GENERAL PROVISIONS

　　Article 1　These Procedures have been formulated in accordance with the relevant laws and administrative regulations such as the PRC， Company Law and the PRC， Banking Regulation Law in order to standardize the activities of the finance companies of enterprise groups （hereafter referred to as “finance companies”）， to prevent financial risk， and to facilitate the stable and sound operation and healthy development of finance companies.

　　Article 2　For the purposes of the Procedures， the term “finance companies” shall refer to non-banking financial institutions providing financial management services to member work units of enterprise groups （hereafter referred to as “member work units”） with the aim of strengthening centralized management of the funds of enterprise groups and increasing the efficiency of utilization of the funds of enterprise groups.

　　The relevant provisions of these Procedures shall apply to finance companies established by foreign companies with an investment nature to provide financial management services to their investment enterprises within China.

　　Article 3　For the purposes of these Procedures， the term “enterprise groups” shall refer to enterprise legal person association comprised of a parent company， subsidiaries， equity participation companies and other member enterprises or institutions registered in accordance with the law within the PRC tied by capital， the parent company and subsidiaries being the main entities， and whose activities are standardized according to the enterprise group‘s articles of association.

　　For the purposes of these Procedures， the term “member work units” shall include the parent company and subsidiaries in which the parent company holds over 51% of the shares （hereafter referred to as “subsidiaries”）； companies in which the parent company holds or subsidiaries separately or jointly hold over 20% of the shares， or companies in which such shareholding is less than 20% but represents the controlling share； and work unit legal persons or social organization legal persons under the parent company or subsidiaries.

　　For the purposes of these Procedures， the term “foreign companies with an investment nature” shall refer to companies that engage in direct investment within China in the form of wholly-owned companies by foreign investors. Investment enterprises shall include foreign companies with an investment nature and enterprises registered in China in which the foreign company with an investment nature holds over 25% of shares， either independently or jointly with its investors， and where the foreign company with an investment nature holds over 10% of shares. The relevant provisions of these Procedures on the parent company shall apply to foreign companies with an investment nature. Those on member work units shall apply to investment enterprises.

　　Article 4　Finance companies shall operate in compliance with laws and regulations. They shall not harm national， public and social interests.

　　Article 5　Finance companies shall be subject to supervision and administration by the China Banking Regulatory Commission in accordance with the law.

　　PART TWO　ESTABLISHMENT OF AND CHANGES TO ORGANIZATIONS

　　Article 6　The establishment of a finance company shall be reported to the China Banking Regulatory Commission for examination and approval.

　　The name of a finance company shall be verified and approved by the industry and commerce registration authorities and shall include the words “finance limited company” or “finance limited liability company”。 The name shall include the full name or abbreviated name of the enterprise group t

o which the company belongs. No work unit shall use the words “finance company” in its name without the approval of the China Banking Regulatory Commission.

　　Article 7　Enterprise groups applying to set up finance companies shall fulfil the following criteria：

　　1. they shall follow the industrial policy of the State；

　　2. the registered capital fund of the parent company shall have been no less than Rmb 800 million for the year before the application is made；

　　3. total assets of the member work units consolidated in accordance with regulations shall have been no less than Rmb 5 billion， with net asset ratio of no less than 30%， for the year before the application is made；

　　4. total business income of the member work units consolidated in accordance with regulations shall have been no less than Rmb 4 billion per annum， and pre-tax profits no less than Rmb 200 million per annum， for the two consecutive years before the application is made；

　　5. cash flow shall be stable and of a relatively large quantity；

　　6. the parent company shall have been established for at least two years and have experience in internal financial management and fund management of enterprise groups；

　　7. the parent company shall have a sound governance structure of corporate legal person， it shall not have violated laws or regulations， and shall not have had a bad credit record for the previous three years；

　　8. the parent company shall have a core area of business； and

　　9. the parent company shall not have engaged in improper affiliated transactions.

　　Apart from complying with Items （1）， （2）， （5）， （6）， （7）， （8） and （9） of this Article， foreign companies with an investment nature shall also have had net assets of no less than Rmb 2 billion for the year before the application is made and total pre-tax profits of no less than Rmb 200 million for the two consecutive years before the application is made.

　　Article 8　When applying to set up a finance company， the board of directors of the parent company shall give a written undertaking that it will increase capital fund as appropriate in line with actual need if the finance company is in a critical situation of making payment， and this shall be spelt out in the finance company‘s articles of association.

　　Article 9　To establish a finance company， the following criteria shall be fulfilled：

　　1. it shall fulfil the requirement of centralized management of enterprise funds and shall reasonably anticipate business operation at a certain scale；

　　2. it shall have articles of association in compliance with the PRC， Company Law and these Procedures；

　　3. it shall have a minimum registered capital fund as stipulated in these Procedures；

　　4. it shall have qualified directors and senior management personnel and a stipulated ratio of working personnel as set out by the China Banking Regulatory Commission and qualified specialists in key posts such as risk management and intensive management of funds；

　　5. it shall have sound systems for legal person governance， internal control， business operation and risk prevention， etc；

　　6. it shall have the required business premises， security preventive measures and other facilities； and

　　7. other conditions as stipulated by the China Banking Regulatory Commission.

　　Article 10　The registered capital fund for setting up a finance company shall be not less than Rmb 100 million. A finance company‘s registered capital fund shall be paid up in Renminbi or equivalent in a freely convertible currency.

　　The registered capital fund of a finance company that engages in foreign exchange business shall include no less than US$5 million or equivalent in a freely convertible currency.

　　The China Banking Regulatory Commission may adjust the minimum requirement of registered capital fund of finance companies

in accordance with the requirements of　company development and prudent regulation.

　　Article 11　A finance company‘s registered capital fund shall principally be raised from member work units. It may also absorb the shares of qualified institutional investors other than the member work units.

　　Qualified institutional investors as referred to in this Article shall be external strategic investors which in principle shall not transfer their shares of the finance company within five years and which have profound industry management experience.

　　Qualifications of shareholders in finance companies shall be in compliance with the relevant regulations of the China Banking Regulatory Commission.

　　Article 12　The registered capital fund of a finance company set up by a foreign company with an investment nature may come from the foreign company with an investment nature alone or in conjunction with its investors.

　　Article 13　There shall be at least two-thirds of working personnel in finance companies that have engaged in financial or finance work for three years or more. Among them at least one-third shall have at least five years of experience in such work.

　　Auditors who have worked in well-known international accounting firms， programmers and system analysts who have worked in computer companies， and professionals who have engaged in related business operation of and held management posts in well-known international asset management companies， fund companies， investment banks or securities companies， shall be regarded as having at least three years of experience in financial or finance work if they have at least two years of experience and have had related business and policy training in China.

　　Article 14　The establishment of a finance company shall go through two s

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