Chinanews.com, September 13th. According to news from the Chinese government website, the State Council recently issued the "Decision on Implementing the Access Management of Financial Holding Companies" (hereinafter referred to as the "Decision").
The "Decision" clarified that when applying for the establishment of a financial holding company, the paid-in registered capital shall not be less than RMB 5 billion, and shall not be less than 50% of the total registered capital of the directly controlled financial institution.
In order to strengthen the supervision and management of non-financial enterprises, natural persons and other entities that hold or actually control financial institutions, regulate the behavior of financial holding companies, and prevent systemic financial risks, the "Decision" proposes to implement access management for financial holding companies.
Non-financial enterprises, natural persons, and recognized legal persons within the territory of the People’s Republic of China that hold or actually control two or more different types of financial institutions shall apply to the People’s Bank of China to establish a financial holding company upon approval. the company.
The term "financial holding company" as mentioned in the "Decision" refers to a company established in accordance with the "Company Law of the People's Republic of China" and this decision, which controls or actually controls two or more financial institutions of different types, and only carries out equity investment management and does not directly engage in A limited liability company or a company limited by shares for commercial business activities.
The types of financial institutions referred to include: commercial banks (excluding rural banks, the same below), financial leasing companies; trust companies; financial asset management companies; securities companies, public fund management companies, futures companies; life insurance companies, property insurance companies , Reinsurance companies, insurance asset management companies; other institutions recognized by the financial management department of the State Council.
The stated circumstances under which an application should be made to establish a financial holding company refer to one of the following circumstances:
If the controlling or actual controlling financial institutions include commercial banks, the total assets of the financial institution shall not be less than RMB 500 billion, or the total assets of the financial institution shall be less than RMB 500 billion but the total assets of other types of financial institutions other than commercial banks are not less than that RMB 100 billion or total assets under management of no less than RMB 500 billion;
Where commercial banks are not included in the controlling or actually controlled financial institution, the total assets of the financial institution shall be no less than RMB 100 billion or the total assets under entrusted management shall be no less than RMB 500 billion;
The total assets of financial institutions under holding or actual control or the total assets under entrusted management do not meet the standards specified in the first and second items above, but the People's Bank of China considers the establishment of a financial holding company in accordance with the requirements of macro-prudential supervision.
The "Decision" clarified that in addition to the requirements set out in the "Company Law of the People's Republic of China", the following conditions should be met in order to apply for the establishment of a financial holding company:
The paid-in registered capital is not less than RMB 5 billion, and not less than 50% of the total registered capital of the financial institution directly controlled;
Shareholders and actual controllers have good reputation and comply with relevant laws, administrative regulations and relevant regulations of the People's Bank of China;
Have directors, supervisors and senior managers who meet the qualifications;
Have the ability to continuously replenish capital for the financial institution it controls;
Have a sound organizational structure and effective risk management, internal control systems and other prudential conditions.
The People's Bank of China shall make a written decision of approval or disapproval within 6 months from the date of accepting the application for establishing a financial holding company; if it decides not to approve, it shall explain the reasons.
For financial holding companies established upon approval, the People’s Bank of China shall issue a financial holding company license, and register with the market supervision and management department based on the license to obtain a business license.
Without the approval of the People's Bank of China, it is not allowed to register as a financial holding company, and it is not allowed to use the words "financial holding" or "financial group" in the company name.
If a financial holding company should be established in accordance with the provisions of this decision but has not been approved, it shall transfer the equity of the financial institution it controls or transfer actual control in accordance with the requirements of the People’s Bank of China, the Banking and Insurance Regulatory Agency of the State Council and the Securities Regulatory Agency of the State Council. And other measures.
A financial holding company changes its name, domicile, registered capital, shareholders holding more than 5% of the equity, and actual controllers, revises the company’s articles of association, invests in other financial institutions, and increases or decreases the capital contribution or shareholding ratio of the financial institutions it controls, resulting in control The change or loss of rights, division, merger, dissolution or bankruptcy shall apply to the People’s Bank of China.
The People's Bank of China shall make a written decision of approval or disapproval within 3 months from the date of acceptance of the application.
The "Decision" pointed out that before the implementation of this decision, if there are circumstances under which this decision should apply for the establishment of a financial holding company, it shall apply to the People's Bank of China for the establishment of a financial holding company within 12 months from the date of implementation of this decision.
Those who fail to apply within the time limit shall adopt measures such as transferring the equity of the controlling financial institution or transferring actual control in accordance with the requirements of the People's Bank of China, the Banking and Insurance Regulatory Agency of the State Council and the Securities Regulatory Agency of the State Council.
If a non-financial enterprise or an approved legal person holds or actually controls financial assets that account for more than 85% of its total consolidated assets and meets the requirements of this decision and should apply for the establishment of a financial holding company, it can also establish a financial holding company in accordance with the provisions of this decision. Conditions and procedures to apply for approval as a financial holding company.
In accordance with this decision, the People's Bank of China formulates the detailed rules for the implementation of the conditions and procedures for establishing a financial holding company, and organizes the implementation of supervision and management, and may adopt relevant prudential supervision and management measures.
The "Decision" will come into effect on November 1, 2020.