证券公司客户资产管理业务试行办法 Client Asset Management Business of Securities Companies Trial Procedures

中国证券监督管理委员会令第17号

（Promulgated by the China Securities Regulatory Commission on 18 December 2003 and effective as of 1 February 2004.）

颁布日期：20031218 　实施日期：20040201 　颁布单位：中国证券监督管理委员会

　　PART ONE　GENERAL PROVISIONS

　　Article 1　These Procedures have been formulated in accordance with the Securities Law and other relevant laws and administrative regulations in order to standardize the client asset management activities of securities companies， protect the lawful rights and interests of investors and maintain the order of securities market.

　　Article 2　When engaging in client asset management business， a securities company shall comply with laws， administrative and the provisions of the China Securities Regulatory Commission （CSRC）， and shall not act fraudulently against clients. These Procedures shall apply to securities companies that engage in client asset management business in the People's Republic of China.

　　Article 3　When engaging in client asset management business， a securities company shall follow the principles of fairness and impartiality， safeguard the lawful rights and interests of clients， act in good faith and with due diligence， and avoid conflict of interests.

　　Article 4　To engage in client asset management business， a securities company shall apply to the CSRC for the qualifications for client asset management business in accordance with the provisions hereof. Securities companies that have not obtained the qualifications for client asset management business may not engage in client asset management business.

　　Article 5　When engaging in client asset management business， a securities company shall conclude asset management contracts with clients in accordance with the provisions hereof， and shall operate the clients' assets and provide investment management services in relation to securities and other financial products in the format and according to the conditions， requirements and restrictions stipulated in the asset management contracts.

　　Article 6　When engaging in client asset management business， a securities company shall implement centralized operation and management of internal departments and conclude asset management contracts with outside parties uniformly， and shall establish a department dedicated to client asset management business.

　　Article 7　When engaging in client asset management business， a securities company shall establish a sound risk control system and rigorously separate its client asset management business from its other businesses.

　　Article 8　Stock exchanges and securities registration and clearing institutions shall formulate their own special operational rules for issues relevant to the client asset management activities of securities companies and implement standardized and orderly self-regulation.

　　Article 9　As the self-regulating organization for the securities industry， the Securities Association of China shall coordinate and guide the client asset management activities of securities companies and promote the healthy development of the industry.

　　Article 10　The CSRC and its offices shall supervise and regulate the client asset management activities of securities companies in accordance with the provisions of laws， administrative regulations and these Provisions.

　　PART TWO　SCOPE OF BUSINESS AND BUSINESS QUALIFICATIONS

　　Article 11

　　Subject to the approval of the CSRC， a securities company may engage in the following client asset management businesses：

　　1. undertake client-specific asset management businesses for single clients；

　　2. undertake collective asset management businesses for multiple clients； and

　　3. undertake specific-objective special asset management businesses for clients.

　　Article 12　Where a securities company undertakes client-specific asset manageme

nt business for a single client， it shall conclude a client-specific asset management contract with the client and provide asset management services to the client by means of the client‘s account.

　　Article 13　Where a securities company undertakes collective asset management business for multiple clients， it shall establish a collective asset management scheme， conclude a collective asset management contract with the clients， hand over the clients‘ assets for custody of a commercial bank with the business qualifications for legal person custody of transaction clearing funds of clients or other institutions recognized by the CSRC， and provide asset management services to the clients by means of a dedicated account.

　　Article 14　When undertaking collective asset management business， a securities company may establish restrictive collective asset management schemes and non-restrictive collective asset management schemes.

　　The assets of restrictive collective asset management schemes shall be primarily invested in treasury bonds， major State construction bonds， bond-type securities investment funds， enterprise bonds listed on stock exchanges and other fixed-income financial products of high credit and high liquidity. Assets invested in equity securities such as stocks of high performance， high growth and high liquidity and in share-type securities investment funds shall not exceed 20% of the net asset value of the scheme and shall abide by the principle of diversification of investment risks.

　　The investment scope of non-restrictive collective asset management schemes shall be stipulated in collective asset management contracts and shall not be subject to the restrictions stipulated in the preceding paragraph.

　　Article 15　Where a securities company undertakes specific-objective special asset management business for a client， it shall conclude a special asset management contract and set an investment objective specifically tailored to the special requirements of the client and the specific circumstances of the assets， and provide asset management services to the client by means of a dedicated account.

　　A securities company may undertake special asset management business by establishing a comprehensive collective asset management scheme.

　　Article 16　A securities company that has obtained the qualifications for client asset management business may undertake client-specific asset management business. To undertake collective asset management business and special asset management business， it shall submit separate applications to the CSRC for each of these businesses in accordance with the provisions hereof.

　　Article 17　To engage in client asset management business， a securities company shall meet the following conditions：

　　1. it is determined by the CSRC as a comprehensive securities company；

　　2. it has a net capital of not less than Rmb 200 million， and satisfies the provisions of the CSRC regarding various risk control indexes of comprehensive securities companies；

　　3. its client asset management personnel have securities business qualifications and have no record of misconduct， and at least five of them have three or more years of experience in securities business on own account， asset management or securities investment fund management；

　　4. it has a good legal person governance structure and a sound internal control and risk management system， which are effectively implemented；

　　5. it has not been subjected to administrative penalty or criminal punishment in the most recent year； and

　　6. other conditions specified by the CSRC.

　　Article 18　To apply for the qualifications for client asset management business， a securities company shall submit the following materials to the CSRC：

　　1. an application；

　　2. photocopies of the Securities Business Permit and Enterprise Legal Person Business L

icence；

　　3. a calculation schedule of the net capital and the financial statements of the most recent period audited by an accounting firm with the securities-related business qualifications；

　　4. the registration forms of the senior management personnel to be in charge of client asset management business；

　　5. the list of names and résumés of the client asset management personnel and personnel responsible for risk control， and photocopies of their securities business qualification certificates and identity documents；

　　6. a certificate issued by the applicant certifying that its client asset management personnel have no record of misconduct；

　　7. the documentation of its internal control and risk management system and an internal control assessment report issued by an accounting firm with the securities-related business qualifications；

　　8. a business plan and operational procedures for client asset management business； and

　　9. other materials required by the CSRC.

　　Article 19　The CSRC shall examine the application materials of a securities company and render a decision on whether or not to approve the application in accordance with the provisions of laws， administrative regulations and these Procedures， and shall notify the applicant in writing.

　　Article 20　To undertake collective asset management business and establish a collective asset management scheme， a securities company shall meet the following requirements in addition to meeting the conditions stipulated in Article 17 hereof and obtaining the qualifications for client asset management business：

　　1. it has a sound legal person governance structure and a sound internal control and risk management system， which are effectively implemented；

　　

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