Announcement of the China Banking Regulatory Commission on Seeking Public Comments on the Interim Measures for the Equity Management of Commercial Banks (Draft for Comment)
Announcement of the China Banking Regulatory Commission on Seeking Public Comments on the Interim Measures for the Equity Management of Commercial Banks (Draft for Comment)
Announcement of the China Banking Regulatory Commission on Seeking Public Comments on the Interim Measures for the Equity Management of Commercial Banks (Draft for Comment)
November 16, 2017
In order to strengthen the regulation of the equity of commercial banks, regulate the behavior of banks' shareholders, and make up for regulatory weak spots, the China Banking Regulatory Commission (the "CBRC") has formulated the Interim Measures for the Equity Management of Commercial Banks (Draft for Comment) for which public comments are hereby sought. The public may feed back opinions through the following channels:
1. Log on to the website "China Legislative Information Network" at: http://www.chinalaw.gov.cn, and go to the "Comments Sought for Legislations" in the main menu of the homepage to give your opinions.
2. Email your opinions to zhengqiuyijian@cbrc.gov.cn.
3. Send your opinion by mail to the Legal Department of the China Banking Regulatory Commission at Jia No.15 Financial Street, Xicheng District, Beijing, 100140, and indicate on the envelop "Comments Sought for the Interim Measures for the Equity Management of Commercial Banks".
The period for feedback will end on December 15, 2017.
Interim Measures for the Equity Management of Commercial Banks (Draft for Comment)
Chapter I General Provisions
Article 1 The Interim Measures for the Equity Management of Commercial Banks (Draft for Comment) (hereinafter referred to as the "Measures") are formulated in accordance with the Company Law of the People's Republic of China, the Banking Regulation Law of the People's Republic of China (hereinafter referred to as the "Banking Regulation Law"), the Law of the People's Republic of China on Commercial Banks and other laws and administrative regulations, to strengthen the regulation of the equity of commercial banks, regulate the behavior of shareholders of commercial banks, protect the legitimate rights and interests of commercial banks, shareholders and depositors, and promote a sustainable and heathy development of commercial banks.
Article 2 The Measures apply to commercial banks established within the territory of the People's Republic of China, including village banks. If any law or administrative regulations stipulate otherwise on the change of shareholders or adjustment of shareholders' shareholding ratios by foreign-invested banks, such stipulations shall prevail.
Article 3 Commercial banks shall perform equity management following the principles of classification and management, good qualifications, clear relationships, well-defined rights and responsibilities, and openness and transparency.
Article 4 Where an investor along with its related parties and persons acting in concert, whether separately or jointly, intends to initially or accumulatively hold more than 5% of the total shares of a commercial bank, an application shall be first filed with the China Banking Regulatory Commission (the "CBRC") or its local office for approval. The official reply for the administrative licensing of proposed holding of more than 5% of the total shares of a commercial bank via domestic or overseas stock markets shall have a term of validity of six months. The specific requirements and procedures for the approval shall be subject to the relevant provisions of the CBRC.
Where an investor along with its related parties and persons acting in concert, holds, whether separately or jointly, less than 5% of the total shares of a commercial bank but is ranked among the top ten shareholders of the commercial bank, a record shall be filed with the CBRC or its local office within five working days from acquiring holdings. The specific requirements and procedures for the record-filing shall be otherwise stipulated by the CBRC.
Other shareholders who hold more than 1% but less than 5% of the total shares of a commercial bank shall report their holdings to the CBRC or its local office within ten working days from acquiring holdings.
Article 5 Shareholders of a commercial bank shall have a good social standing, good credit records, good tax payment records and a good financial standing, and meet the requirements stipulated in laws and regulations and regulatory requirements.
Article 6 The relationship between a shareholder of a commercial bank and the controlling shareholder, the actual controller, a related party, a person acting in concert, or an ultimate beneficiary thereof or any other party shall be clear and transparent.
The shareholding ratio of a shareholder along with its persons acting in concert shall be calculated on a consolidated basis.
Article 7 Shareholders of a commercial bank shall abide by laws, administrative regulations and the bank's articles of association, and exercise their shareholders' rights and perform their statutory obligations under the law. A main shareholder of a commercial bank shall follow all the prudential regulation requirements of the CBRC, and report the relevant information truthfully, accurately and completely. A shareholder that holds more than 5% of the total shares of a commercial bank or holds less than 5% of the total shares of the commercial bank but exerts material influence on the operation and management of the commercial bank is deemed a major shareholder of the commercial bank.
A commercial bank shall strengthen the management of its equity affairs and improve its corporate governance structure.
The CBRC and its local offices shall regulate the equity of commercial banks under the law and investigate and deal with the illegalities and irregularities of commercial banks and their shareholders and other related entities and persons.
Article 8 A commercial bank and its shareholders shall fully disclose the relevant information and accept public supervision in accordance with laws, regulations and regulatory requirements.
Chapter II Responsibilities of Shareholders
Article 9 A shareholder of a commercial bank who intends to make a transfer of its shares in the commercial bank shall verify whether the transferee complies with laws and regulations and the conditions prescribed by the CBRC.
Article 10 A shareholder of a commercial bank shall fulfill its capital contribution obligation in strict accordance with laws and regulations and the provisions of the CBRC.
A shareholder of a commercial bank shall use its proprietary funds obtained from legal sources, rather than entrusted funds, debt capital and other non-proprietary funds to invest in the commercial bank, unless otherwise stipulated by laws and regulations.
Article 11 No shareholder of a commercial bank may entrust others to or accept other's entrustment to hold equity of the commercial bank.
A major shareholder of a commercial bank shall state its equity structure layer by layer up to its actual controller and its ultimate beneficiaries, as well as its relationship as a related party or a person acting in concert with any other shareholder.
Article 12 When a shareholder invests in a commercial bank, it shall make a statement on the investment purpose and undertake in writing to comply with laws and regulations, the articles of association of the commercial bank and the provisions of the CBRC on shareholders' rights and obligations.
Article 13 A same investor and its related parties and persons acting in concert may not invest in more than two commercial banks as a major shareholder or control more than one commercial bank.
In the event of the establishment, investment in, acquisition or restructuring of a commercial bank by a banking financial institution under the provisions of the CBRC, or merger and acquisition and restructuring of a high-risk commercial bank by an investor upon approval of the CBRC, the provision in the preceding paragraph shall not apply.
Article 14 A major shareholder of a commercial bank or the controlling shareholder or actual controller thereof shall not fall under any of the following circumstances while holding shares of the commercial bank:
1.
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