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

eptitiously or in a disguised manner.

　　Article 38　Fund Management Companies shall specify the scope of authority and the rules of procedure of the shareholders‘ meeting.

　　A Fund Management Company shall set up a business separation system between itself and its shareholders. Shareholders shall exercise their rights

through the shareholders‘ meeting in accordance with the law， may not bypass the shareholders’ meeting and the board of directors to directly interfere with the operation and management of the Fund Management Company or the investment of fund property， and may not require the Fund Management Company to provide cooperation in securities underwriting and securities investment and other business activities to prejudice the lawful rights and interests of fund shareholders and other parties.

　　Article 39　When the principal shareholder of a Fund Management Company is unable to operate normally， it shall call upon other shareholders and the relevant parties to properly handle the relevant matters according to the principles in favour of protecting the interests of the fund shareholders.

　　Article 40　Fund Management Companies shall specify the scope of authority and the rules of procedure of the board of directors. The board of directors shall， in accordance with the provisions of laws， administrative regulations and the articles of association， formulate the fundamental systems of the company and decide on relevant major matters， and supervise， reward and punish operation and management personnel.

　　The board of directors and its chairman may not ultra vires interfere with the specific operation activities of the operation and management personnel.

　　Article 41　Fund Management Companies shall set up a sound independent director system. The number of independent directors shall be at least three and may not be less than one-third of the total number of directors on the board.

　　The following matters that are deliberated by the board of directors shall be passed by at least two-thirds of the independent directors：

　　1. major affiliated transactions in the operation of the company and fund investment；

　　2. the affairs of the audit of the company and the funds， and the appointment or replacement of the accounting firm；

　　3. interim and annual reports of the funds that are managed by the company； and

　　4. other matters stipulated by laws， administrative regulations and the articles of association of the company.

　　Article 42　Fund Management Companies shall set up a sound superintendent system. The superintendent shall be appointed by and accountable to the board of directors， and shall supervise and audit the legal and regulatory compliance of the business operation of the company.

　　If a superintendent discovers that the company is at a major risk or has carried out an act that violates laws or regulations， he shall inform the general manager and other relevant senior management personnel and report the matter to the board of directors， the CSRC and the CSRC agency at the place in which the company is located.

　　Article 43　Fund Management Companies shall strengthen the supervisory function of the board of supervisors or executive supervisors on the finance of the company and the performance of duties of the board of the directors in order to safeguard the lawful interests of the shareholders.

　　Article 44　The general manager of a Fund Management Company shall be in charge of the operation and management of the company. The senior management personnel and other working personnel of the Fund Management Company shall perform their duties faithfully and diligently， and shall not seek improper gains for the shareholders， themselves or other parties.

　　Article 45　Fund Management Companies shall， according to the provisions of the CSRC， set up an internal control system with scientific rationale， rigorous control and efficient operation and formulate scientific and sound internal control systems to maintain the legal and regulatory compliance of the business operations， and the soundness and effectiveness of the internal control of the company.

　　Article 46　Fund Management Companies shall set up a sound investment management

system consisting of components including authorization， research， decision making， implementation and evaluation to treat the various fund properties and clients‘ assets under their management fairly.

　　Article 47　Fund Management Companies shall set up a sound fund financial auditing and fund asset valuation system to reflect the conditions of fund properties in a timely， accurate and complete manner strictly in compliance with the relevant State provisions.

　　Article 48　Fund Management Companies shall set up and safeguard an information management system to rigorously implement information management and ensure the security， truthfulness and completeness of client information and other information.

　　Article 49　Fund Management Companies shall set up and improve client service standards， strengthen sales management and standardize the publicity and promotion of funds， and may not engage in acts of improper sales and unfair competition.

　　Article 50　Fund Management Companies may increase the registered capital according to the principle of prudential operation and the needs of business development.

　　Fund Management Companies shall withdraw risk reserves in accordance with the relevant regulations.

　　Article 51　Fund Management Companies shall manage and use their own funds in accordance with the provisions of the CSRC.

　　Fund Management Companies shall maintain the normal operation of the company in the management and use of their own funds， and may not prejudice the lawful rights and interests of fund shareholders.

　　Article 52　Fund Management Companies shall set up an effective management system to strengthen the management of their branches. The branches may not be operated in the form of contracting， leasing， custody or cooperation.

　　Fund Management Companies may set up offices but such offices shall not engage in business activities.

　　Article 53　Fund Management Companies shall set up a system for emergency contingency plan， and shall properly handle emergencies that seriously affect the interests of fund shareholders or may lead to systematic risks or have a serious impact on the stability of the society in accordance with such plan.

　　PART SIX　SUPERVISION AND ADMINISTRATION

　　Article 54　If a Fund Management Company or its shareholders conceal（s） relevant information or provide（s） false materials in applying for approval of relevant matters， the CSRC shall not accept the application. If it has accepted the application， no approval shall be granted thereto.

　　Article 55　The CSRC shall conduct off-site and on-site inspection on the corporate governance， internal control， business operation， risk status and related business activities of Fund Management Companies in accordance with laws， administrative regulations， the provisions of the CSRC and the principle of prudential regulation.

　　Article 56　Off-site inspection shall be conducted mainly by reviewing the materials submitted by Fund Management Companies.

　　Fund Management Companies shall submit the following materials to the CSRC and the local CSRC agency：

　　1. annual report of the Fund Management Company audited by an accounting firm with the qualifications to engage in securities-related business；

　　2. annual evaluation report on the internal control status of the Fund Management Company issued by an accounting firm with the qualifications to engage in securities-related business；

　　3. quarterly and annual supervision and audit reports； and

　　4. other materials required by the CSRC in accordance with the principle of prudential regulation.

　　Article 57　A Fund Management Company shall submit its annual report and annual evaluation report within three months of the end of a year. It shall submit the quarterly supervision and audit report within 15 days of the end of a quarter， and the annual supervision and audi

t report within 30 days of the end of a year.

　　Article 58　If any of the following events occurs to a Fund Management Company， the company shall report the event to the CSRC and the local CSRC agency within five days of its occurrence：

　　1. the capital contribution of a shareholder of the company is subject to a preservation measure in relation to litigation adopted by a judicial authority；

　　2. a shareholder of the company disposes of its capital contribution；

　　3. a shareholder of the company is merged or divided or carries out major asset or debt restructuring；

　　4. a shareholder of the company is under investigation by the regulatory or judicial authority；

　　5. a shareholder of the company commences liquidation proceedings or is taken over；

　　6. the company and its directors， senior management personnel or fund managers are subject to criminal or administrative penalty；

　　7. the company and its directors， senior management personnel or fund managers are under investigation by the regulatory or judicial authority；

　　8. there is a major change in the financial status of the company； or

　　9. other events that have a major impact on the operation of the company.

　　If the Fund Management Company has an emergency stipulated in Article 53 hereof， it shall immediately report the event to the CSRC and the local CSRC agency.

　　If the Fund Management Company establis

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