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Management Measures for Financial Companies of Enterprise Groups

Chapter 1 General Provisions Article 1 In order to regulate the behavior of enterprise group financial companies (hereinafter referred to as financial companies) and promote the development of financial companies, in accordance with the "Company Law of the People's Republic of China" and "The People's Republic of China" **The Law of the People's Republic of China on the People's Bank of China", these Measures are formulated. Article 2 The term "finance company" as mentioned in these Measures refers to a company established in accordance with the Company Law of the People's Republic of China and these Measures to provide technical transformation, new product development and product sales for member units of enterprise groups (hereinafter referred to as member units). Financial services, non-bank financial institutions focusing on medium and long-term financial services. Article 3 The term “member units” as mentioned in these Measures includes the group parent company, subsidiaries in which the parent company holds more than 51% of the shares (hereinafter referred to as subsidiaries), companies in which the parent company and subsidiaries individually or jointly hold more than 20% of the shares, or A company that holds less than 20% of the shares but is the largest shareholder.

Member units of foreign-funded enterprise groups also include companies in China where foreign investors of the foreign-funded enterprise group directly hold shares or jointly hold more than 20% of the shares with the foreign-funded enterprise group. Article 4 Finance companies shall accept the supervision and management of the People's Bank of China in accordance with the law. Chapter 2 Organization Establishment and Change Article 5 Application for establishment of a financial company shall meet the following conditions:

(1) The applicant must be an enterprise group that meets the following conditions:

1. National industrial policy;

2. The total assets of the group-controlled or consolidated member units in the year before the application are not less than 8 billion yuan or the equivalent in freely convertible currency, and the owner's equity is not lower than The amount is RMB 3 billion or its equivalent in freely convertible currency, and the net asset rate is not less than 35%;

3. Member units controlled by the group or consolidated in accordance with regulations shall apply annually for three consecutive years before the application. The total operating income is not less than 6 billion yuan, and the total profit is not less than 200 million yuan or the equivalent in freely convertible currency;

4. The parent company has been established for more than 3 years and has internal financial management and management capabilities within the group. Fund management experience, no major violations of laws and regulations have occurred in the past three years.

(2) Have articles of association that comply with the provisions of the Company Law of the People's Republic of China and these Measures;

(3) Have a minimum registered capital that complies with the provisions of these Measures ;

(4) Have senior managers and employees who meet the qualifications stipulated by the People's Bank of China;

(5) Have a sound organizational structure, management system and risk control system ;

(6) Having business premises, safety precautions and other facilities suitable for business operations;

(7) Other conditions prescribed by the People's Bank of China. Article 6 The minimum registered capital of a finance company is RMB 300 million or its equivalent in freely convertible currency.

The registered capital of a finance company is paid-in monetary capital. After a finance company is registered in accordance with the law, it may not reduce its capital in any form. Article 7 The capital of a finance company should be mainly raised from member units (including member units of Sino-foreign joint ventures), and the shares held by other than member units shall not exceed 40%. Its sources of funds are limited to its own funds that can be used for investment in accordance with national regulations. Its share capital structure and shareholder qualifications should also comply with the Company Law of the People's Republic of China and the regulations of the People's Bank of China on investment in financial institutions. Article 8 Senior managers of finance companies must possess the qualifications prescribed by the People's Bank of China and must be submitted to the People's Bank of China for review before taking office. Article 9 Among the employees of a financial company, those who have been engaged in finance or financial work for more than 2 years should exceed two-thirds of the total number, and those who have been engaged in finance or financial work for more than 5 years should be more than one-third of the total number.

For a financial company established by a foreign-funded enterprise group, at least one of its senior managers must be a Chinese citizen. Article 10 The establishment of a financial company must go through two stages: preparation and opening. Article 11 To apply for the establishment of a financial company, the applicant must submit the following documents and information to the People's Bank of China:

(1) Application for establishment of a financial company, which should include the name of the financial company to be established, the company's location, registration Capital, shareholders and their equity structure, business scope, etc.;

(2) Feasibility study report on establishing a financial company, which includes:

1. Group production and operation status, Cash flow analysis, position in the same industry and mid- and long-term development plans;

2. The purpose and role of establishing a financial company;

3. Audited by an accounting firm The consolidated balance sheet and profit and loss statement of the enterprise group or the group's parent company in the last three years;

(3) Approval document for the establishment of the enterprise group;

(4) Articles of association of the proposed financial company ;

(5) List of member units and proof of property rights;

(6) Copy of business license, credit certificate and investment guarantee of the initiating unit;

(7) List and resume of the person in charge of the establishment;

(8) Proof that the parent company’s legal representative has personally signed and confirmed that the above documents and materials are authentic and credible;

(9) China Other documents required by the People's Bank of China.

The above documents are written in Chinese. If the applicant is a foreign-invested or Sino-foreign joint venture enterprise group, the English text must also be attached. Article 12 The People's Bank of China shall respond within three months to an application for the establishment of a financial company.

If no written approval is received, the applicant shall not submit another application with the same content within 6 months. Article 13 The preparation period for the establishment of a finance company is 6 months. If you fail to apply for opening within the time limit or fail to meet the opening standards upon expiration of the financing period, the original approval documents will automatically become invalid. In the event of special circumstances, the preparatory period may be appropriately extended upon application by the organizer and upon approval by the People's Bank of China, but the extension period shall not exceed 6 months. During the preparation period, no business activities may be conducted in the name of a financial company.