Laws of the People's Republic of China

Circular of the State Administration for Industry and Commerce concerning Related Issues on Carrying Out the Industrial and Commercial Registration of Restructured Foreign-funded Banks

Gong Shang Wai Qi Zi [2006] No. 240

The administrations for industry and commerce at the provincial and municipal level of the localities where all subsidiaries and sub-branches of restructured foreign-funded banks are situated:

For the purpose of implementing the Regulation on the Administration of Foreign-funded Banks, safeguarding the smooth progress of the restructuring of foreign-funded banks, the related issues concerning the industrial and commercial registration of restructured foreign-funded banks are hereby announced as follows upon consultation with China Banking Regulatory Commission:

I.

Completely realizing the importance of restructuring to foreign-funded banks, and actively supporting and cooperating with the related departments in the implementation of the legal person-oriented policies for foreign-funded banks.

To encourage and guide the foreign banks to restructure their subsidiaries as established within the territory of China to those that have been registered in China with the status of legal person on the basis of their own free will and the commercial principles, and to apply legal person-oriented policies to these banks is an important measure for China to conscientiously perform the commitments to the WTO, and to adjust the policies on surveillance on foreign-funded banks at the time of ensuring all-round opening up to foreign-funded banks. This measure is advantageous for fully enhancing the level of opening up of China's banking industry, is instrumental in strengthening the initiative, validity and sufficiency of surveillance on foreign-funded banks, and helps maintain the safety of financial system in China and safeguard the interests of depositors. The administrations for industry and commerce relating to the restructuring of foreign-funded banks shall realize the importance and influences of this work completely, actively cooperate with the related departments in the implementation of the legal person-oriented policies for foreign-funded banks, and pay attention to restructuring of foreign-funded banks.

II.

Distinguishing restructuring types, and simplifying registration procedures.

The restructuring of foreign-funded banks is concerned with the registration for annulling the former subsidiaries of foreign banks, and the registration for establishing foreign-funded corporative banks and the subsidiaries thereof. On the basis of exercising the administrative duties in accordance with related laws, the related registration procedures shall be simplified for the purpose of effectively implementing the legal person-oriented policies.

(1)

In case a foreign bank's subsidiary is restructured into a corporative bank, the corporative bank shall assume all the assets and liabilities of the restructured subsidiary, and shall submit to the registry organ a letter of commitment on succeeding the restructured subsidiary's credits, debts and other civil liabilities. The restructured subsidiary may be annulled directly without liquidation. The contributed operation funds of the foreign bank's former subsidiary may be added up as a part of the corporative bank's registered capital upon audition, and be calculated in a combined manner at the historical exchange rate. When applying for establishment registration, the corporative bank may verify the operation funds accumulation of the former subsidiary and the newly increased registered capital in the capital verification report it submits, and shall affix the capital verification report and audit report as made when the former subsidiary was established as the attachments.

(2)

Where a foreign bank's subsidiary is restructured into a corporative bank's subsidiary, the corporative bank's subsidiary shall assume all the assets and liabilities, etc. of the restructured subsidiary, and the corporative bank shall submit to the registry agency a letter of commitment on succeeding the restructured subsidiary's credits, debts and other civil liabilities. The restructured subsidiary may be annulled directly without liquidation. The contributed operation funds of the foreign bank's former subsidiary may be regarded as a part or all of the operation funds of the corporative bank's subsidiary, and be calculated in a combined manner at the historical exchange rate. When applying for establishment registration, the corporative bank's subsidiary shall convert the capital verification report it submits with the former subsidiary's operation funds, and shall affix the capital verification report and audit report made when the former subsidiary was established as the attachments.

(3)

Where a foreign bank's subsidiary is partially restructured into a corporative bank or a corporative bank's subsidiary, it shall be handled according to the aforesaid procedures; if the other part of the foreign bank's subsidiary continues to be preserved, the subsidiary shall go through the formalities for modification registration in accordance with related laws.

(4)

The corporative bank may prepare for its establishment or handle the business affairs thereof at the same address as that of the corporative bank or its subsidiary under planned establishment before the restructuring is finished.

III.

Carrying out the successful coordination and cooperation, and enhancing the work efficiency.

(1)

Doing well in the link-up with the examination and approval department. Concerned with any item for advance approval as prescribed in any law or administrative regulation(such as registered capital, operation funds, business scope, domicile or business address, legal representative or major principal), the examination and approval department shall issue the approval document accordingly in advance.

(2)

Doing well in the link-up with the registry agency. In case the registration of a restructured subsidiary of a foreign bank is under the registration jurisdiction of the same registry agency, the annulment registration thereof shall be made concurrently with the establishment registration of the corporative bank or the subsidiary thereof; in case they are under the registration jurisdiction of a different registry agency, the annulment of the restructured subsidiary, and the establishment of the corporative bank and the subsidiary thereof shall be concurrently registered by the different registry agencies under the coordination of the State Administration for Industry and Commerce.

IV.

Simplifying registration documents, and regularizing documents requirements.

The registration of restructured foreign-funded banks may concern abundant registration documents and requirements. On the basis of exercising administrative duties in accordance with related laws, we have printed the list of all possible documents for the registration of restructuring and hereby issue it to you (see Attachment for details). Please implement them accordingly. In case of any question that occurs in the implementation, please contact with the foreign capital bureau of the State Administration for Industry and Commerce in a timely manner.

Attachment: "List of Documents for Registration of Restructured Foreign-funded Banks"

State Administration for Industry and Commerce

December 19, 2006 Attachment: List of Documents for Registration of Restructured Foreign-funded Banks

(I)

Documents to be submitted for the ratification of name in advance:

1.

the Application Letter for Ratification of the Name of the Enterprise in Advance as signed by the investor (foreign bank);

2.

a photocopy of the investor's qualification certificate; and

3.

other documents to be submitted as required by the State Administration for Industry and Commerce.

(II)

Documents to be submitted for the annulment of a foreign bank's subsidiary:

1.

the application letter for annulment registration of the foreign bank's subsidiary, which is signed by the foreign bank's board chairman or general manager;

2.

the approval document of the examination and approval department (CBRC's approval concerning the restructuring);

3.

the evidence on succession by the corporative bank of the credits, debts and other civil liabilities of the foreign bank's subsidiary (no liquidation report or liquidation announcement certificate needs to be submitted);

4.

the tax payment certificates as issued by the customs and the taxation department (or corresponding documents);

5.

business license and a photocopy thereof; and

6.

other documents as prescribed by the State Administration for Industry and Commerce.

(III)

Documents to be submitted for the establishment of a solely foreign-funded bank:

1.

the application letter for registration of the establishment that is signed by the candidate for legal representative;

2.

the approval document as issued by the examination and approval department (the financial business permit and the approval);

3.

articles of association;

4.

circular in respect of the ratification of the name in advance;

5.

certificate on qualification of the overseas bank (it may be exempted from submission if such a certificate has already been submitted to the same administration for registration; if an institution has been established within the territory of China, it only needs to submit a photocopy without notarization or certification);

6.

the post-holding documents, qualification approval documents and identity certificates of the legal representative, the directors, the supervisors and the managers;

7.

the capital verification report as issued by a legally established capital verification institution;

8.

the certificate of domicile;

9.

the power of attorney for service of legal documents; and

10.

other documents as required by the State Administration for Industry and Commerce.

(IV)

Documents to be submitted for the establishment of a corporative bank's subsidiary

1.

the application letter as signed by the legal representative for the registration of the established subsidiary;

2.

the approval document of the examination and approval department (the financial business permit and CBRC's approval);

3.

the post-holding qualification approval document of CBRC on the principle of the subsidiary;

4.

the post-holding document and the identity certificate of the principle of the subsidiary;

5.

the certificate for capital verification;

6.

the certificate of domicile; and

7.

other documents as required by the State Administration for Industry and Commerce.