中国证券监督管理委员会令第22号

（Promulgated by the China Securities Regulatory Commission on 16 September 2004 and effective as of 1 October 2004.）

颁布日期：20040916 　实施日期：20041001 　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 Investment Funds Law， the Company Law and other relevant laws and administrative regulations in order to strengthen the regulation of securities investment fund management companies， standardize the acts of securities investment fund management companies and protect the lawful rights and interests of fund shareholders and relevant parties.

Article 2　For the purposes of these Procedures， the term “securities investment fund management companies” （Fund Management Companies） means enterprise legal persons established in the People‘s Republic of China upon approval of the China Securities Regulatory Commission （CSRC） to engage in securities investment fund management businesses.

Article 3　Fund Management Companies shall comply with laws， administrative regulations and the provisions of the CSRC and act with good faith， prudence and due diligence， loyalty and responsibility， to manage and use fund properties in the interest of fund shareholders.

Article 4　The CSRC and its agencies shall implement supervision and administration on Fund Management Companies and their business activities in accordance with laws and administrative regulations such as the Securities Investment Funds Law and the Company Law， the provisions of the CSRC and the principle of prudential regulation.

Article 5　The association of the fund industry shall carry out self-regulation on Fund Management Companies and their business activities in accordance with laws， administrative regulations， the provisions of the CSRC and the rules of self-regulation.

PART TWO　ESTABLISHMENT OF FUND MANAGEMENT COMPANIES

Article 6　To establish a Fund Management Company， the following conditions shall be met：

1. its shareholders comply with the provisions of the Securities Investment Funds Law and these Procedures；

2. its articles of association comply with the Securities Investment Funds Law， the Company Law and the provisions of the CSRC；

3. the registered capital is at least Rmb 100 million， which must be paid in by the shareholders in monetary funds. Overseas shareholders shall make capital contribution in a freely convertible currency；

4. it has proposed senior management personnel and personnel that engage in research， investment， valuation and marketing businesses that satisfy laws， administrative regulations and the provisions of the CSRC. There are at least 15 proposed senior management personnel and business personnel that have obtained fund business qualifications；

5. it has the business premises， security precaution facilities and other business-related facilities that satisfy the relevant requirements；

6. it has established an organizational structure and work post arrangement with reasonable division of labour and clear definition of responsibilities；

7. it has the internal control systems， such as supervision and audit and risk control systems， that satisfy the provisions of the CSRC； and

8. other conditions stipulated by the CSRC upon approval of the State Council.

Article 7　A “principal shareholder of a Fund Management Company” means a shareholder the ratio of whose capital contribution in the registered capital of the Fund Management Company （Capital Contribution Ratio） is the highest and is not less than 25%.

A principal shareholder shall meet the following conditions：

1. it engages in securities business， securities investment consultancy， management of assets held in trust or other financial asset management；

2. it has a registered capital of not less than Rmb 300 million；

3. it has relatively good business results and its assets are of good quality；

4. it has continuously operated for three or more complete fiscal years with sound corporate governance and internal control systems；

5. it has not been subject to administrative or criminal penalty for violation of laws or regulations in the most recent three years；

6. it has not engaged in acts detrimental to the interests of clients such as misappropriation of client assets；

7. it is not under investigation by the regulatory authority for violation of laws or regulations， or in a rectification period； and

8. it has good social reputation and no bad record with administrative authorities such as the tax authority and the industry and commerce authority or with institutions such as financial regulatory institution， self-regulatory institution or commercial banking institution in the most recent three years.

Article 8　The shareholders of a Fund Management Company other than the principal shareholder shall have registered capital or net assets of not less than Rmb 100 million. The assets shall be of good quality， and shall also meet the conditions specified in Items （4） to （8） in Paragraph Two of Article 7 hereof.

Article 9　In a Sino-foreign equity joint venture Fund Management Company， the domestic shareholder with the highest Capital Contribution Ratio shall meet the conditions on principal shareholders specified in Paragraph Two of Article 7 hereof. Other domestic shareholders shall meet the conditions specified in Article 8 hereof.

An overseas shareholder of a Sino-foreign equity joint venture Fund Management Company shall meet the following conditions：

1. it is a financial institution established and lawfully existing under the laws of its home country or region with financial asset management experience， is in sound financial conditions and on good credit standing， and has not been subject to penalty by the regulatory or judicial authority in the most recent three years；

2. its home country or region has sound systems for securities laws and regulation， and the securities regulatory authority has signed a memorandum of understanding on securities regulatory cooperation， and is maintaining effective regulatory cooperation， with the CSRC or another authority recognized by the CSRC；

3. its paid-up capital is not less than Rmb 300 million or equivalent in a freely convertible currency； and

4. other conditions stipulated by the CSRC that are approved by the State Council.

The provisions of the preceding paragraph shall， mutatis mutandis， apply to investment institutions from the Hong Kong Special Administrative Region， the Macao Special Administrative Region and the Taiwan region.

Article 10　The Capital Contribution Ratio of the shareholders of a Fund Management Company shall comply with the provisions of the CSRC.

A shareholder of a Fund Management Company may not hold the shares or own the equity interests of other shareholders， and may not be under the common control of the same actual controlling party， or otherwise connected， with another shareholder.

The Capital Contribution Ratio of or the equity interests owned by the foreign investors of a Sino-foreign equity joint venture Fund Management Company may not， in aggregate （including direct and indirect holdings）， exceed the commitment to open up the securities industry to foreign investors made by the State.

Article 11　The number of Fund Management Companies in which an institution or several institutions controlled by the same actual controlling party has/have equity participation shall not exceed two， among which no more than one shall be a share holding Fund Management Company.

Article 12　To apply for establishment of a Fund Management Company， the applicant shall submit application materials in accordance with the provisions of the CSRC.

The principal shareholder shall organize and coordinate the matters relating to the establishment of the Fund Management Company， and bear principal responsibility for the truthfulness and completeness of the application materials.

Article 13　If there is a major change in a matter involved in the application materials during the application period， the applicant shall submit the updated materials to the CSRC within five working days of the occurrence of the change. If there is a change in a shareholder， new application materials shall be submitted.

Article 14　The CSRC shall accept， examine， and render its decision on， applications for establishment of Fund Management Companies in accordance with the provisions of the Administrative Licensing Law and Paragraph One of Article 14 of the Securities Investment Funds Law.

Article 15　The CSRC may adopt the following methods in examining an application for establishment of a Fund Management Company：

1. solicit the opinions of the relevant authorities and departments regarding matters such as the conditions of the shareholders；

2. examine the particulars of the application materials by such means as evaluation by experts and verification and investigation； and

3. conduct on-site inspection on the preparation for the establishment of the Fund Management Company within five months of the date of acceptance of the application.

Article 16　If the establishment of a Fund Management Company is approved by the CSRC， the applicant shall， within 30 days of the date of receipt of the approval document， complete the registration formalities with the administration for industry and commerce， and obtain the Fund Management Qualification Certificate from the CSRC on the strength of the Enterprise Legal Person Business Licence issued by the administration for industry and commerce.

In the case of a Sino-foreign equity joint venture Fund Management Company， it shall also obtain an Approval Certificate for Foreign-invested Enterprises and open a foreign exchange capital account in accordance with the provisions of laws and administrative regulations.

The Fund Management Company shall， within 10 days of the completion of the registration formalities with the administration for industry and commerce， announce the establishment in the newspapers and periodicals designated by the CSRC.

PART THREE　CHANGES TO AND DISSOLUTION OF FUND MANAGEMENT COMPANIES

Article 17　Where there is a change in the following major matters， the Fund Management Company shall apply to the CSRC for approval：

1. a change in the shareholder（s）， registered capital or the Capital Contribution Ratio of the shareholders；

2. a change in the name or address；

3. an amendment to the articles of association； or

4. other major matters stipulated by the CSRC.

Article 18　After a Fund Management Company has changed the shareholders， registered capital or the Capital Contribution Ratio of the shareholders， the conditions of the shareholders， the Capital Contribution Ratio of the shareholders， the number of Fund Management Companies in which the shareholders have equity participation and the registered capital shall comply with the provisions of Part Two hereof.

Article 19　A shareholder of a Fund Management Company that disposes of its capital contribution shall comply with the following provisions：

1. a shareholder that transfers capital contribution shall act in good faith and abide by the undertakings it made in share subscription or acceptance of the transfer of capital contribution， and may not prejudice the lawful rights and interests of the fund shareholders；

2. a shareholder that transfers capital contribution shall comply with the provisions of the Company Law on the preemptive right of purchase of other shareholders， and may not prejudice the lawful rights and interests of other shareholders by adopting improper means such as quoting a false transfer price；

3. the shareholder and the transferee shall explicitly agree on the matters relating to the transfer period to ensure that the lawful rights and interests of the Fund Management Company and the fund shareholders are not prejudiced. The shareholder may not dispose of its capital contribution by means such as custody of equity interests， trust contract and secret agreement；

4. where the change of shareholder has not been approved by the CSRC and the relevant legal procedures have not been completed， the transferor shall continue to perform its obligations as a shareholder and assume the corresponding liability， and the transferee may not exercise the rights of a shareholder in any manner； and

5. other provisions of laws， administrative regulations and the articles of association of the company.

Article 20　Any increase in the registered capital of a Fund Management Company must be paid up by the shareholders in monetary funds.

Article 21　Where there is a change in a major matter， the Fund Management Company shall submit an amendment application in accordance with the provisions of the CSRC within 15 days of the date on which the board of directors or the shareholders‘ meeting adopts the resolution. If the change involves the transfer of a shareholder’s capital contribution， and the Fund Management Company has not submitted an application as required， the relevant shareholder may directly submit an application.

Article 22　The CSRC shall accept， examine， and render a decision on， applications of Fund Management Companies for change in major matters in accordance with the provisions of the Administrative Licensing Law and Paragraph Two of Article 14 of the Securities Investment Funds Law.

Article 23　The CSRC may examine applications for change in major matters by Fund Management Companies by means such as arranging interviews with relevant personnel， evaluation by experts and verification and investigation.

If a change in the principal shareholder of the Fund Management Company， in shareholders with an aggregate Capital Contribution Ratio of 50% or more， or in the shareholder that nominates the largest number of directors is involved， the CSRC shall conduct an examination by reference to the provisions hereof on the establishment of Fund Management Companies.

Article 24　If a major change of a Fund Management Company involves a change in the industry and commerce registration， the Fund Management Company shall complete the change registration formalities with the administration for industry and commerce within 30 days of the date of receipt of the approval document.

If it is converted into a Sino-foreign equity joint venture Fund Management Company， it shall also apply for an Approval Certificate for Foreign-invested Enterprises and open a foreign exchange capital account in accordance with the relevant provisions.

Article 25　The appointment or replacement of the senior management personnel of Fund Management Companies shall be handled in accordance with laws， administrative regulations and the provisions of the CSRC.

Article 26　If a major change of a Fund Management Company involves a change in the contents of the Fund Management Qualification Certificate， the Fund Management Company shall renew the Fund Management Qualification Certificate with the CSRC.

Article 27　Fund Management Companies shall announce major changes in accordance with laws， administrative regulations and the provisions of the CSRC.

Article 28　A Fund Management Company may be dissolved only after its fund management qualification has been revoked by the CSRC.

The dissolution of Fund Management Companies shall be handled in accordance with the provisions of laws such as the Company Law， and administrative regulations.

PART FOUR　ESTABLISHMENT OF， CHANGES TO， AND SHUTTING DOWN OF， BRANCHES OF FUND MANAGEMENT COMPANIES

Article 29　Fund Management Companies may establish branch companies or other forms of branches stipulated by the CSRC.

The branches of a Fund Management Company may engage in the development of fund products， sales of funds and other business activities authorized by the company.

Article 30　To establish a branch， a Fund Management Company shall meet the following conditions：

1. it has sound corporate governance， sound internal control， stable operation and relatively strong capacity for continuing operation；

2. it has not been subject to administrative or criminal penalty for violation of laws or regulations in the most recent year；

3. it is not under investigation by the regulatory authority for violation of laws or regulations or in a rectification period；

4. the proposed branch has the name， office premises， business personnel， security precaution facilities and other business-related facilities that satisfy the relevant provisions；

5. the proposed branch has specific duties and responsibilities and a sound management system； and

6. other conditions stipulated by the CSRC.

Article 31　To establish a branch， a Fund Management Company shall submit application materials in accordance with the provisions of the CSRC within 15 days of the date on which the board of directors or the shareholders‘ meeting adopts the resolution.

Article 32　The CSRC shall accept， examine， and render a decision on， applications of Fund Management Companies for establishment of branches in accordance with the provisions of the Administrative Licensing Law and Paragraph Two of Article 14 of the Securities Investment Funds Law.

The CSRC may conduct on-site inspection on proposed branches.

Article 33　Where a Fund Management Company makes a change to or shuts down a branch， it shall， within 15 days of the date of the change or shut down， report the matter to the CSRC and the agency of the CSRC at the place of the branch.

Article 34　Where a Fund Management Company establishes a branch， it shall complete the registration formalities with the administration for industry and commerce within 30 days of the date of receipt of the approval document.

Where a Fund Management Company makes a change to or shuts down a branch， it shall complete the relevant formalities with the administration for industry and commerce in accordance with the relevant provisions.

Article 35　A Fund Management Company shall announce the establishment of， changes to or shut down of branches in accordance with laws， administrative regulations and the provisions of the CSRC.

PART FIVE　GOVERNANCE AND OPERATION OF FUND MANAGEMENT COMPANIES

Article 36　A Fund Management Company shall set up a governance structure with sound organizational structure， clear division of duties and responsibilities， effective checks and balances and reasonable incentives and constraints in accordance with laws such as the Company Law， and administrative regulations and the provisions of the CSRC， in order to maintain standardized operation of the company and safeguard the interests of fund shareholders.

Article 37　The shareholders of a Fund Management Company shall perform their statutory obligations， and may not make sham capital contribution or withdraw their capital contribution surreptitiously 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 audit 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 establishes， makes a change to or shuts down an office， it shall report the matter to the CSRC and the local CSRC agency within 15 days of such establishment， change or shut down.

Article 59　Where， in respect of an overseas shareholder of a Sino-foreign equity joint venture Fund Management Company， there are requirements on record filing of overseas investment by the competent authority at the place in which such overseas shareholder is registered or in which its principal business is conducted， and if such overseas shareholder submits the relevant record filing materials to the competent authority after it has obtained the approval document from the CSRC in accordance with the law， it shall at the same time provide a copy of the materials to the CSRC.

Article 60　The CSRC may conduct on-site inspection on Fund Management Companies by adopting the following measures， and shall determine the subjects， particulars and frequency of such on-site inspection according to the outcome of routine regulation：

1. enter the Fund Management Company and its branches for inspection；

2. require the Fund Management Company to provide the documents， meeting minutes， statements， certificates and other information that are related to the inspection items；

3. question the working personnel of the Fund Management Company and require them to give explanations on the inspection items；

4. review and duplicate the documents and information of the Fund Management Company that are related to the inspection items， and seal up the documents and information that might be transferred， concealed or destroyed；

5. inspect the system of the Fund Management Company that uses computers to manage its business data； and

6. other measures stipulated by the CSRC.

Article 61　When the CSRC conducts on-site inspection on a Fund Management Company， there shall be at least two inspectors and they shall produce legal identity documents. If there are fewer than two inspectors or they fail to produce legal identity documents， the Fund Management Company has the right to refuse inspection.

The CSRC may employ certified public accountants， lawyers and other professionals to provide professional services for inspection work.

Article 62　Fund Management Companies and the relevant personnel shall cooperate with the CSRC in inspection， and shall not refuse to provide， or delay the provision of， the relevant information by any reason， nor shall they provide false， inaccurate or incomplete information.

Article 63　After the CSRC has conducted on-site inspection on a Fund Management Company， it shall issue an inspection conclusion to the inspected Fund Management Company.

Article 64　If a Fund Management Company violates laws， administrative regulations or the provisions of the CSRC， or it has a relatively large operational risk， the CSRC may order it to rectify the matter and/or to suspend the handling of relevant business. In respect of the persons in charge that are directly responsible and other directly responsible persons， the CSRC may adopt administrative regulatory measures such as regulatory conversation， issuance of warning letter， demerit record in the credit file， suspension of duties and having the personnel deemed as unsuitable for the relevant position.

After the Fund Management Company has completed rectification， it shall submit a rectification report to the CSRC， and the CSRC shall conduct an acceptance inspection on the company.

Article 65　If a shareholder of a Fund Management Company subscribes for or transfers its capital contribution in violation of Article 19 hereof， or it fails to perform its statutory obligations in violation of Article 37 hereof， the CSRC may order it to rectify the matter. In respect of its relevant directors， supervisors and senior management personnel， the CSRC may adopt administrative regulatory measures such as regulatory conversation， demerit record in the credit file and having the personnel deemed as unsuitable for the relevant position.

Article 66　If a Fund Management Company， its shareholders and the persons in charge that are directly responsible and other directly responsible persons violate laws， administrative regulations and the provisions of the CSRC， and administrative penalty shall be imposed according to law， the CSRC shall impose administrative penalty in accordance with the relevant provision. Where a criminal offence is suspected， the case shall be transferred to the judicial authorities for pursuance of criminal liability.

PART SEVEN　SUPPLEMENTARY PROVISIONS

Article 67　For the purposes of these Procedures， the term “Sino-foreign equity joint venture Fund Management Companies” includes fund management companies established with joint capital contributions of overseas shareholders and domestic shareholders， and fund management companies converted through transfer of or subscription for equity interests of domestic Fund Management Companies by overseas shareholders.

Article 68　The specific administrative procedures for equity participation in Fund Management Companies by natural persons， Fund Management Companies that take the form of company limited by shares and establishment of overseas branches shall be stipulated by the CSRC separately.

Article 69　These Provisions shall be implemented as of 1 October 2004. Order No. 9 of the China Securities Regulatory Commission， Establishment of Fund Management Companies with Foreign Equity Participation Rules， shall be repealed simultaneously.