证券投资基金管理公司管理办法 Administration of Securities Investment Fund Management Companies Procedures

， and obtain the Fund Management Qualification Certificate from the CSRC on the strength of the Enterprise Legal Person Business Licence issued by the administration for industry and commerce.

　　In the case of a Sino-foreign equity joint venture Fund Management Company， it shall also obtain an Approval Certificate for Foreign-invested Enterprises and open a foreign exchange capital account in accordance with the provisions of laws and administrative regulations.

　　The Fund Management Company shall， within 10 days of the completion of the registration formalities with the administration for industry and commerce， announce the establishment in the newspapers and periodicals designated by the CSRC.

　　PART THREE　CHANGES TO AND DISSOLUTION OF FUND MANAGEMENT COMPANIES

　　Article 17　Where there is a change in the following major matters， the Fund Management Company shall apply to the CSRC for approval：

　　1. a change in the shareholder（s）， registered capital or the Capital Contribution Ratio of the shareholders；

　　2. a change in the name or address；

　　3. an amendment to the articles of association； or

　　4. other major matters stipulated by the CSRC.

　　Article 18　After a Fund Management Company has changed the shareholders， registered capital or the Capital Contribution Ratio of the shareholders， the conditions of the shareholders， the Capital Contribution Ratio of the shareholders， the number of Fund Management Companies in which the shareholders have equity participation and the registered capital shall comply with the provisions of Part Two hereof.

　　Article 19　A shareholder of a Fund Management Company that disposes of its capital contribution shall comply with the following provisions：

　　1. a shareholder that transfers capital contribution shall act in good faith and abide by the undertakings it made in share subscription or acceptance of the transfer of capital contribution， and may not prejudice the lawful rights and interests of the fund shareholders；

　　2. a shareholder that transfers capital contribution shall comply with the provisions of the Comp

any Law on the preemptive right of purchase of other shareholders， and may not prejudice the lawful rights and interests of other shareholders by adopting improper means such as quoting a false transfer price；

　　3. the shareholder and the transferee shall explicitly agree on the matters relating to the transfer period to ensure that the lawful rights and interests of the Fund Management Company and the fund shareholders are not prejudiced. The shareholder may not dispose of its capital contribution by means such as custody of equity interests， trust contract and secret agreement；

　　4. where the change of shareholder has not been approved by the CSRC and the relevant legal procedures have not been completed， the transferor shall continue to perform its obligations as a shareholder and assume the corresponding liability， and the transferee may not exercise the rights of a shareholder in any manner； and

　　5. other provisions of laws， administrative regulations and the articles of association of the company.

　　Article 20　Any increase in the registered capital of a Fund Management Company must be paid up by the shareholders in monetary funds.

　　Article 21　Where there is a change in a major matter， the Fund Management Company shall submit an amendment application in accordance with the provisions of the CSRC within 15 days of the date on which the board of directors or the shareholders‘ meeting adopts the resolution. If the change involves the transfer of a shareholder’s capital contribution， and the Fund Management Company has not submitted an application as required， the relevant shareholder may directly submit an application.

　　Article 22　The CSRC shall accept， examine， and render a decision on， applications of Fund Management Companies for change in major matters in accordance with the provisions of the Administrative Licensing Law and Paragraph Two of Article 14 of the Securities Investment Funds Law.

　　Article 23　The CSRC may examine applications for change in major matters by Fund Management Companies by means such as arranging interviews with relevant personnel， evaluation by experts and verification and investigation.

　　If a change in the principal shareholder of the Fund Management Company， in shareholders with an aggregate Capital Contribution Ratio of 50% or more， or in the shareholder that nominates the largest number of directors is involved， the CSRC shall conduct an examination by reference to the provisions hereof on the establishment of Fund Management Companies.

　　Article 24　If a major change of a Fund Management Company involves a change in the industry and commerce registration， the Fund Management Company shall complete the change registration formalities with the administration for industry and commerce within 30 days of the date of receipt of the approval document.

　　If it is converted into a Sino-foreign equity joint venture Fund Management Company， it shall also apply for an Approval Certificate for Foreign-invested Enterprises and open a foreign exchange capital account in accordance with the relevant provisions.

　　Article 25　The appointment or replacement of the senior management personnel of Fund Management Companies shall be handled in accordance with laws， administrative regulations and the provisions of the CSRC.

　　Article 26　If a major change of a Fund Management Company involves a change in the contents of the Fund Management Qualification Certificate， the Fund Management Company shall renew the Fund Management Qualification Certificate with the CSRC.

　　Article 27　Fund Management Companies shall announce major changes in accordance with laws， administrative regulations and the provisions of the CSRC.

　　Article 28　A Fund Management Company may be dissolved only after its fund management qualification has been revoked by the CSRC.

　　The dissolution of Fund Management Companies shall

be handled in accordance with the provisions of laws such as the Company Law， and administrative regulations.

　　PART FOUR　ESTABLISHMENT OF， CHANGES TO， AND SHUTTING DOWN OF， BRANCHES OF FUND MANAGEMENT COMPANIES

　　Article 29　Fund Management Companies may establish branch companies or other forms of branches stipulated by the CSRC.

　　The branches of a Fund Management Company may engage in the development of fund products， sales of funds and other business activities authorized by the company.

　　Article 30　To establish a branch， a Fund Management Company shall meet the following conditions：

　　1. it has sound corporate governance， sound internal control， stable operation and relatively strong capacity for continuing operation；

　　2. it has not been subject to administrative or criminal penalty for violation of laws or regulations in the most recent year；

　　3. it is not under investigation by the regulatory authority for violation of laws or regulations or in a rectification period；

　　4. the proposed branch has the name， office premises， business personnel， security precaution facilities and other business-related facilities that satisfy the relevant provisions；

　　5. the proposed branch has specific duties and responsibilities and a sound management system； and

　　6. other conditions stipulated by the CSRC.

　　Article 31　To establish a branch， a Fund Management Company shall submit application materials in accordance with the provisions of the CSRC within 15 days of the date on which the board of directors or the shareholders‘ meeting adopts the resolution.

　　Article 32　The CSRC shall accept， examine， and render a decision on， applications of Fund Management Companies for establishment of branches in accordance with the provisions of the Administrative Licensing Law and Paragraph Two of Article 14 of the Securities Investment Funds Law.

　　The CSRC may conduct on-site inspection on proposed branches.

　　Article 33　Where a Fund Management Company makes a change to or shuts down a branch， it shall， within 15 days of the date of the change or shut down， report the matter to the CSRC and the agency of the CSRC at the place of the branch.

　　Article 34　Where a Fund Management Company establishes a branch， it shall complete the registration formalities with the administration for industry and commerce within 30 days of the date of receipt of the approval document.

　　Where a Fund Management Company makes a change to or shuts down a branch， it shall complete the relevant formalities with the administration for industry and commerce in accordance with the relevant provisions.

　　Article 35　A Fund Management Company shall announce the establishment of， changes to or shut down of branches in accordance with laws， administrative regulations and the provisions of the CSRC.

　　PART FIVE　GOVERNANCE AND OPERATION OF FUND MANAGEMENT COMPANIES

　　Article 36　A Fund Management Company shall set up a governance structure with sound organizational structure， clear division of duties and responsibilities， effective checks and balances and reasonable incentives and constraints in accordance with laws such as the Company Law， and administrative regulations and the provisions of the CSRC， in order to maintain standardized operation of the company and safeguard the interests of fund shareholders.

　　Article 37　The shareholders of a Fund Management Company shall perform their statutory obligations， and may not make sham capital contribution or withdraw their capital contribution surr

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