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

d， concealed or destroyed； and

　　4. inspect the finance company‘s computer business data management system.

　　Article 46　If the balance of a loan issued by a finance company to a single shareholder exceeds 50% of the finance company‘s registered capital fund， or the capital contribution of the shareholder to the finance company， this shall be reported in a timely manner to the China Banking Regulatory Commission.

　　Article 47　If the debt owed by a shareholder of a finance company has not been repaid one year or more after due， the China Banking Regulatory Commission may instruct the finance company‘s shareholders’ meeting to transfer that shareholder‘s investment and his rights and interests to be used to repay the debt owed to the finance company.

　　Article 48　The China Banking Regulatory Commission may， in the light of the needs of performing its responsibilities and problems detected in the course of daily regulation， hold supervisory and administrative discussions with the directors and senior management personnel of a finance company and require them to explain major issues such as the finance company‘s business activities and risk management.

　　Article 49　The directors and senior management personnel of a finance company shall have experience in centralized management of finance company funds.

　　Prior to appointment， directors and senior management personnel shall report　in accordance with regulations to the China Banking Regulatory Commission which shall examine their qualifications. Persons that have not had their qualifications examined， or are found to be unqualified after examination， shall not be appointed as directors or senior management personnel of finance companies. Specific procedures for the administration of qualifications shall be stipulated separately.

　　When directors or senior management personnel of finance companies vacate their posts， they shall be audited by the parent company for vacation of office in accordance with the relevant regulations and an audit report thereof shall be submitted to the China Banking Regulatory Commission.

　　Article 50　If finance companies violate the principle of prudent operation， the China Banking Regulatory Commission shall order rectification within a prescribed period in accordance with procedures. If there is no rectification within the prescribed period， or these acts have seriously endangered the stable and sound operation of the finance company or harmed the lawful rights and int

erests of depositors or other customers， the China Banking Regulatory Commission may， according to the relevant procedures， adopt the following measures：

　　1. order a temporary halt to part of the business， or cease approving the establishment of new business；

　　1. impose restrictions on the distribution of dividends and other income；

　　3. impose restrictions on the transfer of assets；

　　4. order the transfer of shares by the controlling shareholder， or restrict the rights of the relevant shareholders；

　　5. order the regulation of directors and senior management personnel， or impose restrictions on their rights； or

　　6. cease approving the establishment of additional branches.

　　Article 51　Finance companies may set up self-regulated industry organizations. The China Banking Regulatory Commission shall provide business guidance to such organizations.

　　PART FIVE　RECTIFICATION， TAKEOVER AND TERMINATION

　　Article 52　In any of the following circumstances， the China Banking Regulatory Commission may order rectification of a finance company：

　　1. serious payment crises；

　　2. losses for that year are in excess of 30% of registered capital fund， or losses for three consecutive years in excess of 10% of registered capital fund； or

　　3. serious violations of State laws， administrative regulations or related rules.

　　The period for rectification shall not exceed one year.

　　Article 53　During the period of rectification， finance companies shall suspend part or all of their business operations.

　　Article 54　After rectification， finance companies may resume normal operations if they fulfil the following criteria：

　　1. they have recovered the ability to make payments；

　　2. their losses have been recouped； and

　　3. their acts in violation of laws and regulations have been rectified.

　　Article 55　If a finance company already has， or may provoke， payment crises which seriously affect the interests of its creditors and the stability of the financial order， the China Banking Regulatory Commission may， in accordance with the law， implement a takeover of the finance company or enable a restructuring.

　　Takeover and restructuring shall be decided on， organized and implemented by the China Banking Regulatory Commission.

　　Article 56　In any of the following circumstances， a finance company shall be dissolved after being verified and approved by the China Banking Regulatory Commission：

　　1. if the enterprise group which sets up the finance company is dissolved and the finance company is unable to realize a merger or reorganization；

　　2. if a situation that requires dissolution as stipulated in the articles of association occurs；

　　3. if the shareholders‘ meeting decides to dissolve the company； or

　　4. it is not necessary for the finance company to continue to exist due to division or merger.

　　Article 57　If a finance company conducts illegal operations or maladministration， and it would seriously disturb the financial order and harm public interests if not shut down， the China Banking Regulatory Commission has the right to shut down the finance company.

　　Article 58　If a finance company is taken over， restructured or shut down， the China Banking Regulatory Commission has the right to require the finance company‘s directors， senior management personnel and other personnel to carry out their duties as required by the China Banking Regulatory Commission.

　　Article 59　When a finance company is dissolved or shut down， the parent company shall， in accordance with the law， set up a liquidation committee to implement liquidation in accordance with the statutory procedures and the China Banking Regulatory Commission shall make an announcement thereof.

　　The China Banking Regulatory Commission may directly appoint the personnel of th

e liquidation committee and oversee the liquidation process.

　　Article 60　If， in the course of liquidation， the liquidation group discovers that the finance company‘s assets are not sufficient to settle its debts， it shall immediately halt liquidation and report to the China Banking Regulatory Commission. After verification and approval by the China Banking Regulatory Commission， an application shall be made in accordance with the law to the people’s court to declare the bankruptcy of the finance company.

　　PART SIX　SUPPLEMENTARY PROVISIONS

　　Article 61　Any violation of provisions hereof shall be handled by the China Banking Regulatory Commission in accordance with the PRC， Banking Regulation Law and other relevant regulations.

　　If a finance company opposes the decision of the China Banking Regulatory Commission， it may， in accordance with the law， apply for an administrative review or initiate administrative proceedings at the people‘s court.

　　Article 62　Finance companies established before the promulgation of these Procedures which are not in compliance with the relevant provisions hereof shall rectify within the prescribed period. Within the rectification period， they shall abide by the provisions hereof on prudent regulation regarding minimum paid-up capital fund， capital adequacy ratio， etc. The specific requirements shall be stipulated separately by the China Banking Regulatory Commission.

　　Article 63　The China Banking Regulatory Commission shall be responsible for the interpretation of these Procedures.

　　Article 64　These Procedures shall be effective as of 1 September 2004. The Administration of the Finance Companies of Enterprise Groups Procedures （People‘s Bank of China Decree No. 3 （2000）） shall be repealed simultaneously

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