证券投资基金行业高级管理人员任职管理办法 Order of China Securities Regulatory Commission

中国证券监督管理委员会令第23号

颁布日期：20040922 　实施日期：20041001 　颁布单位：中国证券监督管理委员会

　　No. 23

　　The Measures for the Administration of Post-holding of Senior Managers of Securities Investment Fund Industry， adopted at the 98th executive meeting of the chairman of China Securities Regulatory Commission on June 29， 2004， are hereby promulgated and shall come into force as of October 1， 2004.

　　Chairman， Shang Fulin

　　September 22， 2004

　　Measures for the Administration of Post-holding of Senior Managers of Securities Investment Fund Industry

　　Chapter I General Provisions

　　Article 1 With the view of standardizing the administration of post-holding of senior managers in the securities investment fund industry and protecting the legitimate rights and interests of the investors and other related parties and the public benefits， the present Measures are formulated in accordance with the Law on Securities Investment Funds， the Company Law and other relevant laws and administrative regulations.

　　Article 2 Senior managers in the securities investment fund industry （hereinafter referred to as “senior mangers”） as referred to herein mean the chairman of the board of directors， general managers， deputy general managers， chairmen of the supervisory committees and other personnel actually performing the duties of such posts in securities investment fund management companies， and the general managers， deputy general managers and other personnel actually performing the duties of such posts in the fund trusteeship departments of fund trusteeship banks.

　　Article 3 The selection and appointment and the change of posts of senior managers shall be subject to the examination and approval of China Securities Regulatory Commission （hereinafter referred to as the “CSRC”）。

　　Without approval of the CSRC， no fund management company or fund trusteeship bank may select and appoint or change the post of any senior manager or determine any person to perform the duty as a senior manager by violating the relevant provisions.

　　Article 4 Every senior manager shall observe laws， administrative regulations and provisions of the CSRC， comply with the relevant articles of association and the industrial standards， scrupulously abide by good faith， keep prudent and diligent in his work， faithfully perform his duties， and safeguard the legitimate rights and interests of fund unit holders.

　　Article 5 The CSRC shall conduct supervision and control over the senior managers according to law and formulate specific provisions on the administration of senior managers， directors and fund managers.

　　The appointment and removal of any director and fund manager of a fund management company shall be reported to the CSRC.

　　Chapter II Qualification for Holding a Post of a Senior Manager and the Procedures of Examination and Approval

　　Article 6 To apply for qualification for holding the post of a senior manager， one must meet the following requirements：

　　（1） being qualified for practice in the fund management industry；

　　（2） having passed the examination on knowledge of laws concerning securities investment for senior managers as organized by the CSRC or any agency authorized by it；

　　（3） having experienced in finance-related fields such as fund management， securities and banking for three years or more and experienced in management on the corresponding post that he is to hold ； and in the case of a chairman of a supervisory commission， having experienced in the fields of law， accounting， supervision and audit in addition；

　　（4） being not involved in any circumstance that would prevent one from being a director， supervisor， manager or person qualified for practice in the fund management industry pursuant to laws and administrative regulations such as the Company Law and the Law on Securities Investme

nt Funds； and

　　（5） being not subject to any administrative penalty imposed by the administrative authority departments of securities， banking， industry and commerce or taxation in the last three years.

　　Article 7 To apply for the qualification of a senior manager in a fund management company， the following materials shall be submitted to the CSRC by the fund management company：

　　（1） an application form for examining and approving the qualifications of the person proposed to be a senior manager （hereinafter referred to as the “candidate”） and an application form for holding the post；

　　（2） the resolutions of relevant meetings；

　　（3） the certificate certifying the candidate's experiences as specified in Item （3） of the preceding article；

　　（4） the post-leaving audit report， the post-leaving inspection report or the appraisal opinion given by the work units of the candidate in the last three years；

　　（5） review comments on the candidate；

　　（6） copies of the ID， academic certificates and degree certificates of the candidate；

　　（7） the copy of the candidate's certificate of qualifications for practice in the fund management industry；

　　（8） the copy of the certificate showing that the candidate has passed the examination on the knowledge of laws concerning securities investment for senior managers；

　　（9） a legal position paper confirming that the conditions of the candidate for holding the post and the appointment procedure accord with laws， administrative regulations， provisions of the CSRC and the relevant articles of association； and

　　（10） other materials as required by the CSRC.

　　To apply for the qualification for holding a post of a senior manager of a fund trusteeship department， materials as provided in the preceding paragraph except those in Items （2） and （9） shall be submitted to CSRC by the fund trusteeship bank.

　　All the above-mentioned materials shall be in Chinese and triplicate. If the original of any of such materials is in foreign language， a Chinese translation of it shall be attached together.

　　Article 8 The CSRC shall accept and censor the application materials in accordance with law.

　　The CSRC may censor the candidates through tests or interviews， which shall be held by two functionaries. A record shall be made for the interview with the signatures of both the examiner and the candidate thereon.

　　Article 9 The applying institution shall make a decision on the selection and appointment or on the change of posts of senior managers and go through the relevant formalities according to the constitution of the institution within 20 working days after receipt of the approval letter issued by the CSRC.

　　Article 10 Where any candidate fails to perform his duties as required by the appointed institution within 20 working days from the date when he obtains the practice qualification， his practice qualification shall automatically become invalid except with warrants.

　　In case any senior manager leaves his post， his practice qualification for such a post shall automatically become invalid as of the date of leave.

　　Article 11 Where any fund management company is to remove any of its senior managers， appoint or remove the chairman of the board of directors or its fund manager， or any fund trusteeship bank is to remove any of its senior managers of its fund trusteeship department， they shall report that to the CSRC by submitting the reporting materials concerning appointment or removal within three working days from the decision thereon.

　　Article 12 The director of a fund management company shall meet the requirements as prescribed in Items （4） and （5） of Article 6 hereof.

　　An independent director shall meet the following requirements in addition：

　　（1） having experienced in the fields of banking， law or financial affairs for five yea

rs or more；

　　（2） having adequate time to perform his duty；

　　（3） having not held any post in the appointed fund management companies， any shareholder entity of such companies， or in any institution having business relationship or benefit relationships with such companies；

　　（4） having no relations of interests with any senior manager， other director， supervisor， fund manager， person in charge of the financial affairs of the fund management company for which he is to hold a post as an independent director； and

　　（5） none of his lineal relatives holding any post in the fund management company for which he is to hold a post as an independent director.

　　Article 13 Reporting materials on holding a post of a director of a fund management company shall include：

　　（1） the report on the appointment of the director and the appointment registration form；

　　（2） the resolution of relevant meetings； and

　　（3） materials as provided for in Items （4） – （6） and （9） of Article 7 hereof.

　　The reporting materials of an independent director shall also include a certificate proving the person's five-year experience in fields of banking， law or financial affaires and a letter of undertaking given by the person for his compliance with the provisions of Items （2） – （5） of Paragraph 2 of the preceding article.

　　Article 14 The fund manager of a fund management company shall have three-year experience in securities investment management and meet the requirements as prescribed in Items （1）， （2）， （4） and （5） of Article 6 hereof.

　　Article 15 Reporting materials concerning the appointment of a fund manager shall include：

　　（1） a report on the appointment of the fund manager and an appointment registration form；

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