Laws of the People's Republic of China

The amended Operating Rules for Applying for the Establishment of Financial Companies of Enterprise Groups are hereby printed and distributed to you, please observe and implement them earnestly. Meanwhile, the primary Operating Rules for Applying for the Establishment of Financial Companies of Enterprise Groups (Yin Jian Fa [2006] No.78) shall be repealed. The China Banking Regulatory Commission

January 26, 2007

Operating Rules for Applying for the Establishment of Financial Companies of Enterprise Groups Chapter I General Provisions

Article 1

In accordance with the Banking Supervision Law of the People's Republic of China and the Measures for the Administration of Financial Companies of Enterprise Groups (hereinafter referred to as Measures), the present Rules are formulated with a view to further regulating the work relevant to the application for setting up financial companies of enterprise groups (hereinafter referred to as financial companies) and guaranteeing the healthy and orderly proceeding of the work relevant to the market access of financial companies.

Article 2

The term "financial company" as referred to in the present Rules means the non-bank financial institutions that provide financial management services for the member entities of enterprise groups (hereinafter referred to as member entities) in order to reinforce centralized management of enterprise group funds and enhance the fund utilization efficiency.

Article 3

The present Rules shall apply to the market access behaviors occurring during the stage of preparatory establishment or business opening of a financial company to be established. As regards the market access of the financial companies established by foreign-funded investment companies (in which foreign capital stock accounts for 25% or more), the present Rules shall apply by analogy.

Article 4

Where any financial company is established within the territory of China, it shall be reported to China Banking Regulatory Commission (hereinafter referred to as CBRC) for examination and approval.

Chapter II Establishment Conditions

Article 5

An enterprise group (parent company) applying for the establishment of a financial company shall meet the following conditions:

(1)

It complies with the industrial policies of the state and has core principal business.

(2)

Its registered capital is not less than 800 million Yuan by the end of the year prior to its application.

(3)

By the end of the year before its application, its member entities' total assets consolidated into statement for accounting as prescribed is not less than 5 billion Yuan, and the net assets ratio may not be lower than 30%.

(4)

Its financial situation is good, for two consecutive years before its application, by the end of each year, the total amount of its member entities' business income consolidated into statement for accounting as prescribed is not less than 4 billion Yuan, and that of pre-tax profits is no less than 200 million Yuan.

(5)

It has stable cash flow with a large scale.

(6)

It has been set up for more than two years and possesses certain experience in the internal financial management and capital management of enterprise group.

(7)

It has sound corporate governance structure and has no improper associated transaction.

(8)

Its credit standing is good, and in the two consecutive years prior to its application, it has no bad credit record or illegal or irregular act.

(9)

The source of the funds used for purchasing shares is authentic and lawful, no loan funds or the funds entrusted by other people may be used to purchase shares. And

(10)

Other prudential conditions as provisioned by CBRC.

Article 6

A financial company's registered capital shall be raised mainly from the member entities of the enterprise group or through absorbing the shares of the strategic investors with much experience in industrial management excluding the member entities.

Except for enterprise groups of a special industry into which external investors are restricted from entering and obtains the consent of CBRC in advance, a newly established financial company's shareholders shall include strategic investors with much industrial managing experience or its operation team shall include at least one senior manager with much practical experience and one risk management professional.

Article 7

For becoming a shareholder of a financial company of an enterprise group, a member entity of the enterprise group shall meet the following requirements:

(1)

It has been registered as an enterprise legal person at the administrative department of industry and commerce.

(2)

It possesses a sound corporate governance structure or effective organizational management manner.

(3)

It has good social reputation, credit record and taxation record.

(4)

Its financial situation is good, and it consecutively gains profits in the latest two accounting years.

(5)

After the year-end distribution, its net assets accounts for 30% or more of its total assets (in accordance with the standards for consolidated accounting statements).

(6)

Its operation and management are nice, it repays bank loans on time and in full amount, and commits none illegal or irregular act in the latest two years.

(7)

The source of the funds used for purchasing shares is authentic and lawful, loan funds or the funds entrusted by other people may not be used to purchase shares.

(8)

This investment complies with the legal provisions of the state. And

(9)

Other prudential requirements as provided for by CBRC.

Article 8

For becoming a shareholder of a financial company, a strategic investor other than the member entities of an enterprise group shall meet the following requirements:

(1)

He consents that he will, in principle, not alienate the shares of the financial company he holds within 3 years as of the date of the establishment of the financial company, and this shall be indicated in the financial company's articles of association.

(2)

He possesses 3 years or more of experience in operating and managing financial companies or similar institutions. And

(3)

Other prudential requirements as provisioned by CBRC.

Article 9

As regards a strategic investor that is a financial institution legal person, for becoming a shareholder of a financial company, it shall meet, in addition to the requirements prescribed for in Article 8 , also the following requirements:

(1)

It possesses a nice corporate governance structure.

(2)

It has sound and effective inner management and risk control bylaws.

(3)

Its financial situation is nice and it consecutively gains profits in the latest two years.

(4)

Its credit standing is nice, and it has not been substantially punished by the supervisory organ in the latest two consecutive years.

(5)

The source of the funds used for purchasing shares is authentic and lawful, loan funds or the funds entrusted by other people may not be used to purchase shares.

(6)

It meets the related supervisory requirements and indices, and this investment complies with the related laws, regulations and supervisory provisions.

(7)

In case it is an overseas financial institution legal person, its total assets may not, by the end of the latest year, be less than USD 1 billion in principle. And

(8)

Other prudential requirements as provided for by CBRC.

Article 10

As regards a strategic investor that is a non-financial institution legal person, for becoming a shareholder of a financial company, it shall meet the requirements as provided for in Articles 7 and 8.

Article 11

A financial company to be set up shall meet the requirements as follows:

(1)

The establishment is really necessary for the concentrated management of enterprise group's funds, and the financial company can, upon reasonable estimate, achieve a certain business scale.

(2)

It has the articles of association complying with the provisions of the Company Law of the People's Republic of China and the Measures.

(3)

It has the minimum registered capital as provided for in the Measures.

(4)

It has the directors and senior managers that meet the requirements on post-holding qualification as provided for by CBRC, and a proportion of professional practitioners as prescribed, as well as qualified professional talents for key posts such as risk management and fund intensive management, etc.

The term "directors and senior managers" as referred to above means the financial company's legal representative of and the personnel who enjoy decision-making power over the operation and management of the financial company or who play mail role in risk control, including the chairman of the board of directors, vice chairmen thereof, directors, general managers and deputy general managers.

The term "personnel for key posts such as risk management and fund intensive management" as referred to above means the working staff that, according to the establishment of the specific business departments, business bylaws and business flow of the company, undertake the duties of risk management and fund intensive management in the principal business activities of the financial company.

The number of the personnel that have been undertaking finance or accounting work for 3 years or more may not be less than 2/3 of the total number of the personnel of the financial company, particularly, that of the personnel that have been engaging in finance or accounting work for 5 years or more may not be less than 1/3.

(5)

It has established relatively perfect bylaws for corporate governance, inner control, business operation and risk prevention, etc, and has set up relatively perfect information management system and risk control system.

(6)

It has a business place, safety measures and other facilities as required. And

(7)

Other prudential requirements as provided for by CBRC.

Chapter III Directors and Senior Managers

Article 12

The post-holding qualifications of a financial company's chairman of the board of directors and vice chairmen thereof, general managers, deputy general managers as well as senior managers who do not hold the posts mentioned above but undertake the same duties, shall be subject to the examination and approval of CBRC.

Article 13

A financial company's directors and senior managers shall meet the following basic requirements:

(1)

Being a natural person with complete civil capacity.

(2)

Possessing nice vocational ethics, personal integrity, morality and reputation, acquainting with and respecting laws and administrative regulations, and having a nice record in respect of the abidingness of law and regulation.

(3)

Possessing professional knowledge, skills and work experience necessary for fulfilling his duties, ensuring the time and energy necessary for fulfilling his duties, showing nice judging and management capacity in his acts and decisions, and having no ill practicing record.

(4)

Possessing the independency necessary for fulfilling his duties.

(5)

Not falling within any of the circumstances under which he may not undertake the post of director or senior manager of any financial institution as prescribed by any law or regulation. And

(6)

Other prudential requirements as provided for by CBRC.

Article 14

A financial company's directors shall also meet the requirements as follows in addition to the requirements listed in Article 13 :

(1)

Possessing more than 5 years of working experience in such field as economy, banking, law, finance or any other one facilitating his performance of the director's duties.

(2)

Being capable of judging the operation, management and risk situations of the financial company from its financial statements and statistical statements. And

(3)

Acquainting with the financial company's corporate governance structure, articles of association, duties of the board of directors as well as the rights and obligations of the members of the board of directors.

Article 15

The chairman or vice chairman of a financial company shall meet, in addition to the requirements listed in Articles 13 and 14, also the requirements as follows:

Possessing an educational background of university or higher and having been working in financial institutions for more than 6 years, or having been engaging in the accounting work or fund management work of this enterprise group for more than 8 years, or having been engaging in the core principal business and the related management work of this enterprise group for more than 10 years.

Article 16

A financial company's general manager and deputy general manager shall meet, in addition to the requirements as provided for in Article 13 , also the requirements as follows:

Possessing an educational background of university or higher and having been working in financial institutions for more than 6 years or having been engaging in the accounting work or fund management work for more than 10 years (among which, more than 3 years for engaging in the financial work).

In case the general manager or deputy general manager holds the post of director concurrently, the requirements as provided for in Article 14 shall be satisfied.

Article 17

A senior manager introduced from overseas shall also meet the following requirements in addition to the requirements as provided for in Article 13 :

(1)

Acquainting with the economy, financial policies and the related laws and regulations on financial supervision of China as well as the operating rules and characteristics of both the domestic and foreign financial markets.

(2)

Possessing the working experience and organizational management experience in line with the post he holds.

He shall possess more than 5 years of fund management experience in a world famous transnational financial institution or the fund centralized management experience in a world famous large-scale enterprise, and more than 3 years of experience in the post of business department manager or the equivalent post or above.

Or, he shall possess more than five years of working experience in a world famous commercial bank or investment bank, acquaint with fund plans and the investment and financing business of capital market, and possess more than 3 years of experience in the post of business department manager or the equivalent post or above.

In case he concurrently holds the post of director, the requirements prescribed in Article 14 shall be also satisfied.

Chapter IV Application for Establishment

Article 18

The establishment of a financial company shall be divided into such two phases as the application for preparatory establishment and the application for opening business, and the application materials shall be submitted by the parent company of the group as the applicant.

Article 19

The applicant shall submit the application materials for preparatory establishment and opening business to the banking regulatory bureau at the locality of the financial company is to be established.

Article 20

The application materials for preparatory establishment shall contain the contents as follows:

(1)

Application form for preparatory establishment (see attached list 1).

(2)

Application letter for preparatory establishment, which shall contain such contents as the name of the financial company to be set up (for which the approval of the administrative organ of industry and commerce is not required), the place where the financial company is to be set up, its registered capital, shareholders, equity structure and business scope, etc.

(3)

Feasibility study report on establishing the financial company.

(4)

Materials for proving the qualification of the parent company of the group.

(5)

Roster of the member entities and the related evidentiary materials issued by the competent departments.

Member entities shall contain the parent company of the group, the subsidiary companies with 51% shares held by the parent company (hereinafter referred to as subsidiary companies), the companies with more than 20% shares held by the parent company or a subsidiary company either solely or jointly, or with less than 20% shares held but the position of the biggest shareholder occupied thereby as well as the public institution legal persons or social group legal persons affiliated to the parent company or the subsidiary companies.

(6)

Materials about the shareholder qualifications of the applicant and other contributors.

(7)

The contributors' capital contribution guarantee or agreement.

(8)

Written commitment made by the board of directors of the parent company on increasing corresponding capital in the case of any payment difficulty, etc encountered by the financial company.

(9)

In the case of the introduction of senior managers or risk management professionals, the parent company's board of directors shall provide the related evidentiary materials on such introduction.

(10)

Evidentiary materials signed by the parent company's legal representative on confirming the authenticity of the materials submitted by the parent company and its member entities.

(11)

Legal letter issued by a law firm on the applicant's legality, regulation-compliance and integrity in respect of the procedure and materials for applying for preparatory establishment. And

(12)

Other documents and materials shall be submitted as required by CBRC.

Article 21

The feasibility study report on establishing a financial company shall contain the major contents as follows:

(1)

The enterprise group's basic information, including its historical evolution, situations of its member entities, organizational structure, personnel situation, basic financial situations and principal financial indices, etc.

(2)

Industry to which the enterprise group belongs and instruments on the related industrial policies of the state.

(3)

The enterprise group's production and operation situations, its position in the industry, development plans and the proportion of its core principal business in its assets, etc.

(4)

Cash flow analysis, that is, the analysis on the scale, characteristics and routs, etc, of the enterprise group's cash flow in the last two years and the reasonable forecasting of its future cash flow.

(5)

The enterprise group's finance and fund management experience. And

(6)

Principles, role, business volume forecast and profit mode of the financial company to be set up.

Article 22

The materials on proving the qualification of the parent company of a group shall contain the major contents as follows:

(1)

Enterprise Group Registration Certificate as issued by the administrative organ of industry and commerce.

(2)

Materials proving that the enterprise group conforms to the related industrial policies of the state.

(3)

The parent company's articles of association, organizational structure and internal management system.

(4)

Certificate on tax payment credit rating issued by the tax authorities; list of the banks from which the parent company lends money during the latest three years and the no bad credit record certificates confirmed by these banks; announcement made by the board of directors (or operation decision-making body) of the parent company on the company's legality and regulation-compliance.

Special explanation shall be made accordingly where the general public or any media discloses the company's any illegal or irregular act.

(5)

Accounting statements (including consolidated accounting statements) of the latest two years which are prepared pursuant to the Enterprise Accounting Standards and have been audited by domestic or overseas accounting firms or other intermediary organs set up in accordance with law. The accounting statements contain: balance sheet, profit and loss statement, cash flow statement and annotations of accounting statement, etc. Great associated transactions of the enterprise shall be disclosed in the annotations of accounting statements as required by the Enterprise Accounting Standards promulgated by the Ministry of Finance.

Article 23

The materials on the shareholders qualifications of the applicant and other contributors shall contain the basic contents as follows:

(1)

A roster of the applicant and other contributors, photocopy of the business license, accounting statements of other contributors (including balance sheet, profit and loss statement, cash flow statement and annotations of accounting statement) of the latest two years which have been audited by domestic or overseas accounting firms or other intermediary organs set up in accordance with law, and the evidential materials on repaying bank loans on time confirmed by the loan-granting banks.

(2)

Evidence on the source of the contributed funds.

(3)

Moreover, a strategic investor shall provide the related materials on proving its successful engagement in the operation and management of financial companies or similar institutions for more than 3years, mainly including:

The strategic investor's organizational structure, roster of its main shareholders, branches, roster of the subsidiary companies it holds d (participates in or controls) and their principle business and major profit source, its actual controller, major associated enterprises and the associated relationships.

In case the strategic investor is a financial institution, it shall also provide the opinion letter issued by the competent regulatory organ on its corporate governance structure, credit status, regulation-compliance status and its prudent operation situation, as well as the report produced by an international rating agency and recognized by CBRC on its credit rating in the latest two years.

The evidential materials on the centralized management scale and mode of financial companies' funds or that of similar institutions as conducted by the strategic investor in the latest three years and the successful cases, etc.

Article 24

The contributors' guarantee for and the agreement on capital contribution shall contain the main contents as follows:

(1)

The guarantee for or the agreement on capital contribution shall be affixed with the signature of the legal representatives of all contributors (or promoters) and the official seals; the agreement shall specify the capital-contributing proportion of each contributor (or promoter), their rights and obligations, etc, and shall authorize in written the parent company of the group, as an applicant on behalf of all the contributors, to handle preparatory establishment issues.

(2)

The strategic investors shall indicate in the investment agreement their promise of not alienating the shares they hold in the financial company within three years.

(3)

The resolution, authorization or approval papers made at the shareholders' meeting or by the board of directors on the contributors' contemplation of contributing funds to se up the financial company.

Article 25

The application materials for opening business shall contain the contents as follows:

(1)

Application form for opening business (see attached list 2).

(2)

Report on the application for opening business, including the explanation on the accomplishment of the preparatory work, the contribution of the registered capital, the business to be opened, the preparation of the related systems, inner institutions, staff number and structure, etc. The report shall be signed jointly by all the contributors' legal representatives and affixed with official seals.

(3)

The articles of association draft of the financial company to be established.

(4)

The financial company's operation principles and plans of.

(5)

A roster of the finance company's shareholders, their respective amounts and investment proportions.

(6)

Capital verification certificate produced by a legal capital verification institution on the capital contributions of the finance company's shareholders;

The capital verification certificate produced by a legal capital verification institution means a capital verification report issued by an accounting firm set up within the territory of China in accordance with law.

(7)

A registration letter issued by the administrative department for industry and commerce on advance approval of the financial company's name.

(8)

Name list, detailed profession training, resumes and post-holding qualification certificates of the directors and senior managers to be appointed.

(9)

Evidentiary materials on the personnel to hold such pivotal posts as risk control and fund centralized management.

(10)

Evidentiary materials on the introduced risk management professionals' assuming of the manager post for two years or more in risk management department.

(11)

Evidentiary materials on the related personnel's engagement in the financial or accounting work for 5 years or more.

(12)

The financial company's business rules and risk prevention system, which shall contain the strict risk isolation between the financial company and its parent company.

The financial company shall, by referring to the Guidance for Internal Control of Commercial Banks, set up and perfect the rules and regulations on the business to be opened and internal risk control system.

(13)

The financial company's management information system and risk control system.

(14)

Materials on the financial company's business place and other business-related facilities (which means the agreement on the financial company's purchase or lease of business place and the documents produced by the public security department and fire department, etc on the check and acceptance of business place and other business-related facilities.).

(15)

Resolutions made at the first shareholders' assembly of the financial company.

(16)

Legal opinion on the applicant's legality, regulation-compliance and integrity in respect of the application procedure and materials for opening business as produced by a law firm. And

(17)

Other documents and materials as required by CBRC.

Article 26

The articles of association draft of a financial company to be set up shall contain the main contents as follows:

(1)

The company' name, domicile, organization form, business scope and registered capital.

(2)

Each shareholder's name and investment amount, the shareholders' rights and obligations and the strategic investors' promise of not alienating the shares they hold in the financial company within three years.

(3)

The company's legal representative, institutions, as well as its formation method, discussion rules.

(4)

Method of profit distribution. And

(5)

Causes for dissolution and liquidation method, and the promise of the parent company's board of directors on increasing corresponding capital when the financial company encounters any payment difficulty, etc.

Article 27

The name list of the directors and senior managers to hold posts in a financial company, their detailed professional training, resumes and post-holding qualification certificates shall include the following main contents:

(1)

Their application letters for the approval of post-holding qualification, which shall be affixed with the signature of the applicants' legal representatives and official seals.

(2)

Their application forms for the approval of post-holding qualification (refer to Attached list 3).

(3)

Comprehensive appraisement on their morality, whether there is any bad record, business capacity, management capability and work performance, etc as conducted by the parent company of the group or the appointment and removal departments of the entities in which they are currently holding posts.

(4)

Photocopies of their identity certificates.

(5)

Photocopies of their academic certificates and professional technology certificates recognized by the state.

Such photocopies shall be affixed with the seals of the applicants, and the CBRC shall take charge of examining and verifying the originals.

(6)

Announcements signed by them on no bad record.

(7)

Evidentiary materials on proving that the introduced senior managers comply with the related prescribed requirements.

(8)

Announcement signed by the person in charge of the appointment and removal department of the parent company of the group on the authenticity of all the application materials.

(9)

Materials in the shareholders' meeting on proposing the directors and senior managers to hold posts. And

(10)

Other materials shall be provided as required by CBRC.

Article 28

The following main contents shall be included in the related evidentiary materials on the personnel to hold such key posts as risk management and fund centralized management, etc:

(1)

Their resumes (refer to Attached list 4).

(2)

Photocopies of their identity certificates.

(3)

Photocopies of their academic certificates and professional technology certificates recognized by the state.

(4)

Announcements signed by them on no bad record.

(5)

Evidences on their experiences in the related posts produced by the competent departments. And

(6)

Other materials shall be provided as required by CBRC.

Article 29

The requirements on the application materials' format are as follows:

(1)

Paper with the size of 209กม295 mm (about the same size of standard A4 paper) shall be used to print the application materials in both sides (except for the original historical documents).

(2)

The application materials shall be bound in the form of loose-leaf.

(3)

The words of "Application Materials for the Preparatory Establishment of the Financial Limited Company of XX Group" shall be indicated on the cover and side face of the application materials.

(4)

Between each part of the application materials, obvious isolation marks shall be indicated and shall keep consistent with the contents.

(5)

The application materials shall be in triplicate, one shall be original, while the other two shall be the photocopies.

(6)

All the application materials shall be written in Chinese and the typeface shall be 5 or bigger. Where the original that shall be provided is written in any foreign language, the corresponding Chinese version shall be affixed. And

(7)

"China Banking Regulatory Commission" shall be the caption of the application letter.

Chapter V Acceptance, Examination and Approval

Article 30

An application for preparatory establishment or opening business shall be accepted by the banking regulatory bureau at the locality of the financial company is to be established.

In case the banking regulatory bureau finds out that the application materials are not complete or fail to comply with the requirements on format within 5 workdays, it shall, within 5 workdays since the date it receives the application materials, send a notice the applicant of all the contents to be corrected once and for all. The applicant shall, within 3 months since the date when the notice of correction is sent, submit the corrected application materials once and for all.

In case the application materials are complete and comply with the requirements on format, the banking regulatory bureau shall, within 5 workdays since the date it receives the complete application materials, accept the application for administrative license and send a notice on accepting administrative license to the applicant.

Article 31

Under any of the following circumstances, the banking regulatory bureau shall make a decision of rejection, send the applicant a notice on rejecting the application and make corresponding explanations:

(1)

The applicant fails, within 3 months since the date when the notice of correction is sent, to submit the corrected application materials,

(2)

The corrected application materials submitted by the applicant are incomplete or fail to comply with the requirements on format. Or

(3)

Other circumstances under which a decision of rejection shall be made as provided for by any law, regulation or CBRC.

Article 32

After accepting an application for preparatory establishment or opening business, the banking regulatory bureau shall, within 20 workdays, examine and verify the application materials, and submit the examining opinions on approval or disapproval together with the whole set of application materials to the CBRC for examination and approval.

Article 33

The CBRC shall make a decision on whether to approve the application for preparatory establishment within 4 months since the date when it receives application materials and the examining opinions filed by a banking regulatory bureau and send a copy of the decision to the banking regulatory bureau.

In case CBRC decides to disapprove the application, it shall send a written notice to the applicant and give explanations.

In case decides to approve, a written reply on approving the application shall be sent to the applicant.

Article 34

An applicant shall, within 3 months since the date when the reply on approving preparatory establishment is received, accomplish the preparatory work. If there is any special circumstance, the applicant shall, within one month before the preparatory establishment period expires, send an application for postponement to CBRC. The preparatory establishment may be postponed once upon the approval of CBRC, but the preparatory establishment period may not exceed 6 months.

Article 35

Before filing the examining opinions on an application for opening business, a banking regulatory bureau shall hold an examination on the senior managers to whom the approval system applies, invite the personnel other than those of non-banking financial institutions' supervision divisions to invigilate and review the examination papers and meanwhile hold an oral examination on the application for opening business and hold talks with the senior managers on post-holding qualification.

(1)

The personnel attending the oral examination shall be the senior managers to whom the approval system applies as provided for by the present Rules, including the chairman and vice-chairman of the board of directors, as well as general and deputy general managers.

(2)

The chairman of the board of directors or the general manager of the financial company (to be established) shall act as the principal pleader in the oral examination.

(3)

The banking regulatory bureau shall, in light of the division of their duties by emphasizing certain aspects, hold talks with the senior managers.

(4)

The main contents to be examined in the oral examination and talks shall contain: the corporate governance structure, the inner control system construction, the risk management and prudent operation awareness of the board of directors and senior managers, and the analysis on the future progress of the company's business, etc. And

(5)

The banking regulatory bureau shall submit the examination papers, examination results, minutes of oral examination and talks as well as evaluation opinions together with the application materials for opening business to CBRC (see attached lists 5 and 6 for the minutes of oral examination and the minutes of talks).

Article 36

The CBRC shall make a decision on approval or disapproval of the application for opening business within 2 months since it receives the application materials and the examination opinions filed by a banking regulatory bureau and send a copy of the decision to the banking regulatory bureau.

Where the CBRC decides to disapprove the application, it shall send a written notice to the applicant and give explanations.

Where decides to approve a written reply on approving the application and the documents on approving the senior managers to hold posts shall be sent to the applicant.

Article 37

After receiving the reply on approving application for business opening, an applicant for opening business shall draw the financial license at CBRC or the banking regulatory bureau on the strength of the materials as follows:

(1)

Reply on approving the opening of business.

(2)

Opinion letter on passing the acceptance check.

(3)

The financial institution's introduction letter.

(4)

Legal and valid identity certificate of the person drawing the license; and

(5)

Other materials as required by CBRC.

Article 38

CBRC or a banking regulatory bureau shall, within 5 workdays since the date when the above-mentioned valid documents are received, issue a financial license.

Article 39

After obtaining the financial license, a financial company shall, in accordance with the provisions of the Measures for Administrating Financial Licenses, publish an announcement on a publicly distributed newspaper designated by CBRC or the banking regulatory bureau. The announcement shall mainly contain: institution name, business place, financial institution code, postal code and telephone number.

Article 40

A financial company shall put its financial license in an eye-catching site in its business place, and appropriately display its business scope and principal in-charge person .

CBRC or its dispatched office shall, in accordance with law, supervise and examine the publication situation.

Article 41

After obtaining the financial license, a financial company shall, upon the strength of the reply on approving its application for opening business and the financial license, , go through the formalities for enterprise registration at the administrative organ for industry and commerce, obtain the business license for legal person enterprises and send a duplicate (photocopy) of the business license to CBRC or the banking regulatory bureau for archival filling, and then open business.

Article 42

In case a financial company set up upon approval, since, does not open business within 6 months as of the date it obtains the business license without any reasonable reason or suspends its business for 6 months or more after opening business without any reasonable reason, its financial license shall be revoked by CBRC shall revoke and an announcement thereon shall be published.

Chapter VI Supplementary Provisions

Article 43

CBRC shall be responsible for the interpretation of the present Rules.

Attached Lists:

1.

Application Form for Preparatory Establishment (Omitted)

2.

Application Form for Opening Business (Omitted)

3.

Application Form for the Examination and Approval of the Post-holding Qualifications of Directors and Senior Managers (Omitted)

4.

Resume Form of the Personnel to Hold Key Posts (Omitted)

5.

Minutes of the Oral Examination on the Financial Company's Application for Opening Business (Omitted)

6.

Minutes of the Talks with Financial Company's Senior Managers (Omitted)