信托投资公司管理办法 Administration of Trust and Investment Corporations Procedures

（Promulgated by the People's Bank of China on， and effective as of， 5 June 2002.）

颁布日期：20020605 　实施日期：20020605 　颁布单位：中国人民银行

　　PART ONE　GENERAL PROVISIONS

　　Article 1　These Procedures have been formulated pursuant to such laws as the PRC， Trust Law and the PRC， People's Bank of China Law and the relevant regulations of the State Council， in order to strengthen the supervision and administration of trust and investment corporations， regulate the business activities of trust and investment corporations and promote the healthy development of the trust industry.

　　Article 2　For the purposes of these Procedures， the term “trust and investment corporation” means a financial institution， established pursuant to the PRC， Company Law and these Procedures， that primarily engages in trust business.

　　Article 3　For the purposes of these Procedures， the term “trust” means the acts whereby the settlor， based on his trust in the trustee， entrusts the rights in his property to the trustee and the trustee manages or disposes of such property in its own name in accordance with the wishes of the settlor for the benefit of the beneficiary or for a specified objective.

　　A settlor shall be a natural person or a legal person or other legally established organization that has full civil capacity. A beneficiary shall be the natural person or the legal person or other legally established organization that enjoys the right to benefit from the trust. The beneficiary and the settlor may be the same person or different persons. The trustee may be the beneficiary， but may not be the sole beneficiary of the same trust.

　　Article 4　For the purposes of these Procedures， the term “trust business” means the business activity whereby a trust and investment corporation， for the purposes of business and obtaining remuneration， accepts a trust and handles trust affairs as a trustee.

　　Article 5　For the purposes of these Procedures， the term “trust property” means the property obtained by the trust and investment corporation due to its acceptance of a trust. Other property obtained by the trust and investment corporation due to its management， use or disposal of the trust property or otherwise is also included in trust property. Property whose circulation is prohibited by laws or administrative regulations may not be used as trust property. Property whose circulation is restricted by laws or administrative regulations may be used as trust property subject to the approval of the relevant competent authority in accordance with the law.

　　Trust property is not a part of the trust and investment corporation's own property and does not constitute a liability of the trust and investment corporation towards the beneficiary. When a trust and investment corporation is terminated， trust property shall not be part of its property subject to liquidation.

　　Article 6　A trust shall not terminate upon the termination of a trust and investment corporation by legal dissolution， by being declared bankrupt or by being legally shut down nor shall it terminate if the trust and investment corporation resigns， unless otherwise provided in law or the trust document.

　　Article 7　A trust and investment corporation engaging in trust activities shall comply with laws， administrative regulations and the trust document and may not harm the interests of the State or the public or the legal rights and interests of third parties.

　　Article 8　Where a trust and investment corporation manages or disposes of trust property， it must scrupulously carry out its responsibilities and perform its obligation of honest， trustworthy， prudent and efficient management.

　　Article 9　Trust and investment corporations may not engage in deposit business， issue bonds or take out foreign loans.

　　Article 10　The People's Bank of China supervises and administers trust and inv

estment corporations and their business in accordance with laws， administrative regulations and these Procedures.

　　PART TWO　ESTABLISHMENT， MODIFICATION AND TERMINATION OF AN ORGANIZATION

　　Article 11　A trust and investment corporation shall be established in the form of a limited liability company or a company limited by shares.

　　Article 12　The establishment of a trust and investment corporation shall be subject to the approval of the People's Bank of China and shall require the obtaining of a Licence for a Legal Person Trust Institution.

　　No work unit or individual may engage in trust business and no business work unit may use the words “trust and investment” in its name without the approval of the People's Bank of China， unless otherwise provided in laws or administrative regulations.

　　Article 13　The establishment of a trust and investment corporation shall satisfy the following conditions：

　　1. having articles of association that comply with the PRC， Company Law and the regulations of the People's Bank of China；

　　2. having shareholders that possess the shareholder qualifications stipulated by the People's Bank of China；

　　3. having the minimum registered capital stipulated herein；

　　4. having senior management personnel with the position qualifications stipulated by the People's Bank of China and the trust staff suitable for its business；

　　5. having a sound organizational structure， trust business operational rules and risk management system；

　　6. having a place of business， security precautions and other business-related facilities that meet requirements； and

　　7. other conditions stipulated by the People's Bank of China.

　　The People's Bank of China may examine applications for the establishment of trust and investment corporations based on the needs of economic development and the circumstances of the trust market.

　　Article 14　A trust and investment corporation may not have registered capital of less than Rmb 300 million.

　　A trust and investment corporation engaging in foreign exchange business shall have not less than the equivalent of US$15 million in foreign exchange as part of its registered capital.

　　Depending on the development needs of the trust and investment corporation industry， the People's Bank of China may adjust the minimum registered capital required to establish a trust and investment corporation.

　　Article 15　A trust and investment corporation shall obtain the approval of the People's Bank of China to：

　　1. change its name；

　　2. change its registered capital；

　　3. change its domicile；

　　4. change its organizational structure；

　　5. adjust its scope of business；

　　6. make a change in its senior management；

　　7. make a change in its main shareholders or adjust its equity structure， unless the traded shares of the listed company it holds is less than 10% of the total shares of the company；

　　8. amend its articles of association；

　　9. merge or divide； or

　　10. make other changes stipulated by the People's Bank of China.

　　Article 16　If a trust and investment corporation applies for dissolution due to a division， merger or the materialization of grounds for dissolution stipulated in its articles of association， it shall be dissolved after approval by the People's Bank of China and shall organize a liquidation committee in accordance with the law to carry out liquidation.

　　Article 17　If a trust and investment corporation is unable to pay due debts due to illegal operations， mismanagement， etc. and the failure to shut it down would severely harm the public interest and threaten to disrupt the financial system， the People's Bank of China shall shut it down pursuant to the Shutting Down of Financial Institutions Regulations.

　　Article 18　If a trust and investment corpo

ration is unable to pay its due debts， it may， with the consent of the People's Bank of China， apply to a people's court for bankruptcy.

　　Article 19　The examination and approval procedures for the establishment， modification and termination of a trust and investment corporation shall be handled in accordance with the regulations of the People's Bank of China.

　　PART THREE　SCOPE OF BUSINESS

　　Article 20　A trust and investment corporation may apply to engage in all or some of the following Renminbi and foreign exchange business：

　　1. business of engaging in the holding of funds in trust upon entrustment， that is the settlor entrusts funds that he owns legally to the trust and investment corporation to manage， use or dispose of in accordance with the agreed upon conditions and objectives；

　　2. business of engaging in the holding of movables， immovables and other property in trust upon entrustment， that is the settlor entrusts such of his property and property rights as movables， immovables， intellectual property， etc. to the trust and investment corporation to manage， use or dispose of in accordance with the agreed upon conditions and objectives；

　　3. business of engaging in investment fund business permitted by the laws and administrative regulations and engaging in investment fund business as the sponsor of an investment fund or a fund management company；

　　4. engaging in such intermediary business as the restructuring and acquisition of corporate assets， project financing， corporate financial management， financial consulting， etc.；

　　5. business of engaging in the distribution of bonds such as sovereign bonds， policy bank bonds and corporate bonds as approved by the relevant State Council authority， upon entrustment；

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