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

uties as a representative does not meet the requirements for being a senior manager， the CSRC shall charge the board of directors to select another qualified person to perform the duties as a representative within a specified time limit.

　　The period during which the person performs the duties as a representative shall not exc

eed 90 days except for other circumstances provided by laws or administrative regulations.

　　Article 34 Where both the chairman of the board of directors and the general manager of a fund management company are unable to perform their duties and the board of directors is unable to make a decision according to the preceding article， the major shareholders shall hold a temporary shareholders' meeting for making such a decision.

　　Article 35 Where the fund management company， the fund trusteeship department of any fund trusteeship bank or any senior manager is involved in any of the following circumstances， the CSRC shall issue a warning letter to or make a supervisory conversation with the relevant senior manager：

　　（1） The business activities may cause serious damage to the fund property or to the interests of fund unit holders；

　　（2） The governance structure or the internal control system of the fund management company or the internal control system of the fund trusteeship department of the fund trusteeship bank has not been well established or effectively implemented， which has brought about or may bring about grave hidden troubles and may influence the performance of duties as a fund manager or a fund trustee；

　　（3） It or he is in a violation of its or his obligation of good faith， prudence， diligence or devotion to duties； or

　　（4） It or he has been involved in any other circumstances prescribed by the CSRC according to the principle of prudent supervision.

　　Article 36 The CSRC may suggest that the institution concerned suspend or remove the duty of its senior manager， if he has one of the following circumstances：

　　（1） having received at least two warning letters or supervisory conversations from the CSRC in a year or failed to make corrections as ordered after receipt of the warning letter or the supervisory conversation；

　　（2） having been twice subject to a disciplinary sanction by the trade association or to public censure by the stock exchange in a year；

　　（3） being absent without permission；

　　（4） having provided false information to or concealing important facts from the CSRC， or refused to be cooperative in CSRC's supervision； or

　　（5） having been involved in any other circumstances prescribed by the CSRC.

　　Article 37 The CSRC shall notify the institution in which the relevant senior manager holds a post before making a proposal in accordance with the preceding article. The relevant senior manager may make a statement to the institution within three working days. If the institution disagrees to the proposal to be made by the CSRC， it shall report such disagreement to the CSRC within ten working days.

　　The institution shall， within 20 working days from receipt of the proposal of the CSRC， make a decision on whether or not to suspend or remove the duty of the relevant senior manager and report it to the CSRC within three working days form the date of such decision.

　　No persons with their duties removed in accordance with the preceding paragraph may be employed to be a senior manager by any fund management company or fund trusteeship bank before it has been two years since such removal.

　　Article 38 The fund management company shall set up a post-leaving system for its senior managers， directors and fund managers and make provisions on proceedings such as the audits and the examinations on their departures.

　　The fund trusteeship bank shall set up a post-leaving system for its senior managers of the fund trusteeship department and make provisions concerning the examinations on their departures.

　　Article 39 Where the chairman of the board or the general manager of a fund management company leaves his post， the company shall immediately retain an accounting firm qualified for securities-related business to make a post-leaving audit and submit the audit report to the CSRC wit

hin 30 working days from the departure.

　　The audit report shall be attached with the written opinion of the audited person； if the audited person refuses to give such an opinion， it shall be indicated.

　　Article 40 Where the deputy general manager， the chairman of the supervisory committee or the fund manager of a fund management company leaves his post， the company shall immediately conduct a post-leaving examination on him and shall submit the examination report to the CSRC within 30 working days from the departure.

　　In case any senior manager leaves his post， the fund trusteeship bank shall immediately conduct a post-leaving examination on him and， within 30 working days， submit the examination report to the CSRC.

　　The examination report shall be attached with the written opinion of the examined person； it shall be indicated if the person refuses to give such an opinion.

　　Article 41 Where any senior manager or the fund manager is to leave the institution he works in， he shall cooperate with the institution to complete the handover of work and accept a post-leaving audit or examination during which they may not hold any post in any other fund management company or the fund trusteeship department of any fund trusteeship bank.

　　Article 42 After departure， no senior managers or fund managers may disclose any non-open information of the institution in which he has held the post or enlist gains for himself or any others by using such non-open information.

　　No fund management companies may employ any person to conduct securities investment business， if it has not been three months since this person left his post as a senior manager or fund manager.

　　Chapter V Legal Liability

　　Article 43 Any senior manager or any director or fund manager of a fund management company， who has violated laws， administrative regulations or provisions of the CSRC and is imposed on administrative punishment according to law， shall be subject to penalty according to the relevant provisions. In the case of any suspected crime， they be transferred to the judicial organ according to law for the investigation of his criminal responsibility.

　　Article 44 Where the fund management company or the fund trusteeship bank has selected and appointed or has changed the post of any senior manager without examination and approval of the CSRC， they shall be charged to make corrections， and the directly responsible governor and other personnel directly responsible shall be given warnings and fines.

　　Where the fund management company violates provisions of the present Measures and makes a decision to perform the duty as a representative， it shall be ordered to make corrections， and the directly responsible governor and other personnel directly responsible shall be given warnings and fines.

　　Article 45 In case any fund management company or fund trusteeship bank is involved in any of the following circumstances， it shall be charged to make corrections and the directly responsible governor and other personnel directly responsible shall be given warnings and fines：

　　（1） failing to perform its reporting obligation according to the present Measures or providing any false reporting materials；

　　（2） removing the duty of any senior manager or appointing and removing any director or fund manager of the fund management company in violation of the statutory procedures；

　　（3） failing to properly respond to any proposal of the CSRC for the suspension or removal of the duty of any senior manager；

　　（4） employing any person conducting investment business， in case that the company or the bank violates Paragraph 2 of Article 42 hereof； or

　　（5） failing to conduct a post-leaving audit or examination on any leaving person according to the present Measures.

　　Article 46 Any senior manager or any director of a fund management company holding

a concurrent post in violation of the present Measures shall be charged to make corrections with a warning and a fine imposed.

　　Article 47 Where any senior manager violates any law， administrative regulations or any provisions of the CSRC and the circumstance is serious， their qualification for a senior manager shall be suspended or revoked according to law.

　　Where any manager of fund or fund trustee violates the Law on Securities Investment Funds or any other laws， administrative regulations or any provisions of the CSRC and the circumstance is serious， its senior manager directly responsible shall have his qualification of a senior manager suspended or revoked according to law.

　　Chapter VI Supplementary Provisions

　　Article 48 The present Measures shall come into force as of October 1， 2004. The Interim Provisions on Measures for the Administration of Qualification of Personnel Engaging in Fund Business （No. 53 [1999] of the CSRC） as issued by the CSRC shall be abolished simultaneously

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