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

tages： preparation and business commencement. Applications to make preparation for a finance company shall be submitted by the parent company to the China Banking Regulatory Commission and shall be accompanied by the following documents and information：

　　1. The application form which shall include the name， location， registered capital， shareholders， equity structure， scope of business， etc of the finance company to be established.

　　2. A feasibility study report which shall include：

　　（1） a complete account of production and business operation and an analysis of their cash flow， their position in the industry， and medium and long-term development plans of the parent company and the member work units；

　　（2） the aim and purpose of the finance company to be established and an estimate of its volume of business； and

　　（3） consolidated balance sheet， profit and loss account and cash flow statement for the most recent two years audited by a qualified accounting firm.

　　3. The register of the member work units and related supporting information issued by an authorized department.

　　4. The Enterprise Groups Registration Certificate， a copy of the business licences of the applicant and other investors， and investment guarantees.

　　5. When setting up a foreign-invested finance company， the certificate of approval for foreign-invested enterprise of the foreign company with an investment nature and its investment enterprises shall be provided.

　　6. A supporting document signed by the parent company‘s legal representative affirming the authenticity of the aforementioned information.

　　7. Other documents and information required for submission by the China Banking Regulatory Commission.

　　Article 15　Where an application for the preparation of a finance company has been examined and approved by the China Banking Regulatory Commission， the applicant shall complete the preparatory work for the finance company within three months of receiving the approval document and shall submit an application for business commencement to the China Banking R

egulatory Commission accompanied by the following documents：

　　1. draft articles of association for the finance company；

　　2. operation policy and plan for the finance company；

　　3. register of shareholders in the finance company and the amount and ratio of their investment；

　　4. capital verification certificate for shareholders‘ investment in the finance company issued by the statutory capital verification institution；

　　5. name list of the proposed directors and senior management personnel， their detailed résumés and supporting materials of their employment qualifications；

　　6. name list and detailed résumés of proposed working personnel to be engaged in risk management and centralized fund management；

　　7. supporting materials of the relevant personnel having been engaged in financial or finance work for five years or more；

　　8. the finance company‘s business rules and risk prevention systems；

　　9. information on the finance company‘s business premises and other facilities that are related to the business operation； and

　　10. other documents and information required for submission by the China Banking Regulatory Commission.

　　Article 16　Once an application for business commencement of a finance company has been approved by the China Banking Regulatory Commission， the China Banking Regulatory Commission shall issue a Financial Permit and make an announcement thereof. The finance company shall， on the strength of the Financial Permit， complete registration with the industry and commerce administration authorities and obtain an Enterprise Legal Person Business Licence before business commencement.

　　Article 17　Finance companies may， after examination and approval by the China Banking Regulatory Commission， set up branches in areas where member work units are concentrated and business volume is relatively large according to business needs.

　　Branches of finance companies shall not have legal person status. Their launch of business activities shall be authorized by the finance company in accordance with the provisions of these Procedures and their civil liabilities shall be undertaken by the finance company.

　　Article 18　Finance companies may， in accordance with their needs of business management， set up representative offices in areas where member work units are relatively concentrated， and report thereof to the China Regulatory Banking Commission for record filing.

　　Representative offices of finance companies shall not engage in business but shall be limited to work such as business promotion， customer services， debt collection， collection of information and feedback.

　　Article 19　Finance companies applying to set up branches shall fulfil the following criteria：

　　1. they have a genuine requirement to develop business and provide financial management service to member work units；

　　2. they shall have been established for at least two years with registered capital fund of no less than Rmb 300 million and capital adequacy ratio of no lower than 10%；

　　3. the branch to be established shall provide services to no fewer than ten member work units， which shall have assets totalling no less than Rmb 1 billion. If the number of member work units is less than ten， they shall have assets totalling no less than Rmb 2 billion； and

　　4. the finance company shall be in good operating condition and shall not have violated laws or regulations in its business operation within two years.

　　Article 20　Branches of finance companies shall fulfil the following criteria：

　　1. they shall have the minimum operating funds as stipulated in these Procedures；

　　2. they shall have the employment qualification of senior management personnel as stipulated by the China Banking Regulatory Commission；

　　3. they shall have sound business operation， internal control， risk m

anagement and accountability systems；

　　4. they shall have business premises， security preventive measures and other business-related facilities in compliance with requirements； and

　　5. other criteria as stipulated by the China Banking Regulatory Commission.

　　Article 21　The operating funds of branches of a finance company shall not be less than Rmb 50 million. The total operating funds disbursed by finance companies to branches shall not be more than 50% of their registered capital fund.

　　Article 22　Finance companies applying to set up branches shall submit to the China Banking Regulatory Commission the following documents and information：

　　1. the application form which shall include the name， location， operating funds， scope of business and service target， etc of the branch to be established；

　　2. a feasibility study report， which shall include estimated volume of business of the branch， situation regarding production and business of the local member work units， cash flow analysis and medium and long-term development plans， etc；

　　3. the relevant supporting documents as stipulated in Article 20；

　　4. the resolution passed by the finance company‘s board of directors to set up the branch and the draft resolution on the authorized scope of business of the branch； and

　　5. other documents and information as required for submission by the China Banking Regulatory Commission.

　　Article 23　When approval is given to set up a finance company branch， the China Banking Regulatory Commission shall issue a Financial Permit and shall make an announcement thereof. Registration shall be completed on the strength of the Financial Permit with the department administering industry and commerce and a business licence shall be obtained before business commencement.

　　Article 24　Where finance companies and their branches established with approval which without a proper reason have not commenced business for six months from the date the business licence was issued， or which have suspended operations for six consecutive months or more without a proper reason， the China Banking Regulatory Commission shall have their Financial Permit revoked and make an announcement thereof.

　　Article 25　Finance companies shall use their Financial Permits in accordance with laws， administrative regulations and the provisions of the China Banking Regulatory Commission. It is forbidden to forge， alter， transfer， lease or lend a Financial Permit.

　　Article 26　The company nature， organization mode， and organizational structure of a finance company shall be in accordance with the PRC， Company Law and the provisions of other relevant laws and regulations， and shall be set out clearly in the company‘s articles of association.

　　Article 27　Any of the following changes made to a finance company shall be reported to the China Banking Regulatory Commission for approval：

　　1. change of name；

　　2. adjustment to business scope；

　　3. change in registered capital fund；

　　4. change in shareholders or adjustment to equity structure；

　　5. amendment of articles of association；

　　6. changes of directors and senior management personnel；

　　7. change in business premises； or

　　8. other changes as stipulated by the China Banking Regulatory Commission.

　　Changes in the name， operating funds， business premises or senior management personnel of finance company branches shall be reported by the finance company to the China Banking Regulatory Commission for approval.

　　PART THREE　SC

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