Laws of the People's Republic of China

China Banking Regulatory Commission

Order of China Banking Regulatory Commission

No. 4

The Measures of China Banking Regulatory Commission for the Implementation of Administrative Licensing Matters Concerning Foreign-funded Financial Institutions, which were adopted at the 40th chairmen meeting of China Banking Regulatory Commission on November 10, 2005, are hereby promulgated and shall come into force as of February 1, 2006.

Liu Mingkang, Chairman of China Banking Regulatory Commission

January 12, 2006

The Measures of China Banking Regulatory Commission for the Implementation of Administrative Licensing Matters Concerning Foreign-funded Financial Institutions

Chapter I General Provisions

Article 1

These Measures are formulated for the purposes of regulating the administrative licensing acts of China Banking Regulatory Commission (hereinafter referred to as the CBRC) and its dispatched institutions relating to foreign-funded financial institutions, clarifying the administrative licensing matters, conditions, operational procedures and time limits and protecting the legitimate rights and interests of the applicants in accordance with the Banking Supervision Law of the People's Republic of China, the Law on Commercial Banks of the People's Republic of China, the Administrative License Law of the People's Republic of China, the Regulation for the Administration of Foreign-funded Financial Institutions of the People's Republic of China, other laws and administrative regulations, and relevant decisions of the State Council.

Article 2

These Measures shall apply to solely foreign -funded banks, equity joint banks, solely foreign-funded financial companies, equity joint financial companies, branches of foreign banks, and the representative offices of foreign unded financial institutions in China as ruled in the Regulation on the Administration of Foreign-funded Financial Institutions and the Measures for the Administration of Foreign-funded Financial Institutions' Representative Offices in China.

The term "foreign-funded legal person institution" as mentioned in these Measures refers to solely foreign-funded banks, equity joint banks and solely foreign-funded financial companies and equity joint financial companies.

Article 3

China Banking Regulatory Commission and its dispatched institutions shall implement the administrative licensing relating to foreign-funded financial institutions in accordance with these Measures and the Provisions of China Banking Regulatory Commission on the Procedures for the Implementation of Administrative License,.

Article 4

The following matters of the foreign-funded financial institutions shall be subject to the administrative license of the CBRC and its dispatched institutions: the establishment, modification, termination, of the institution, the adjustment of the institution's business scope, the increase of business varieties, the qualifications of holding post of the senior manager of the institutions and etc...

Article 5

The submitted materials ruled by these Measures, except for annual statements, shall be accompanied by a Chinese translation if they are written in a foreign language. An annual statement printed in a language other than Chinese or English shall be accompanied by a Chinese or English translation.

Article 6

For any materials as required to be submitted by these Measures, if they are required to bear the signature of the authorizing party, they shall be accompanied by its (his) authorization.

Except for the photocopy of business license issued by a Chinese administrative organ for industry and commerce, the photocopy of business license or any other financial business licensing document, letter of authorization, letter of guarantee issued by a foreign bank about bearing the tax and debt liabilities of its branches within China, and the document (letter) of opinions of the competent authority of the country or region where it is located as required to be submitted by these Measures, shall be notarized by an organization that is recognized by the country or region where it is located or shall be accredited by the embassy (consulate) of the People's Republic of China in the relevant country or region.

Chapter II Establishment of Institutions

Section 1 Establishment of Solely Foreign-funded Banks and Equity Joint Banks

Article 7

The minimum limitation amount of registered capital of a solely foreign-funded bank or equity joint bank shall be a sum of convertible currency equivalent to RMB 300 million yuan. The registered capital shall be paid-in capital.

The CBRC may, according to the business scope of the solely foreign-funded bank or equity joint bank and the requirement for prudent supervision , increase its minimum limitation amount of registered capital.

Article 8

To establish a solely foreign-funded bank or equity joint bank, the applicant shall meet the following conditions:

(1)

The investor of the solely foreign-funded bank or the foreign party of the equity joint bank is a financial institution;

(2)

The sole shareholder or biggest shareholder of the solely foreign-funded bank must be a commercial bank with a capital adequacy ratio of not less than 8%. The sole foreign shareholder or biggest foreign shareholder of the equity joint bank must be a commercial bank with a capital adequacy ratio of not less than 8%;

(3)

The sole shareholder or biggest shareholder of a solely foreign-funded bank must have a representative office in China which has existed for 2 years or more. The sole foreign shareholder or biggest foreign shareholder of a equity joint bank must have established a representative office in China, If the sole foreign shareholder or biggest foreign shareholder of the equity joint bank is a Hong Kong bank or Macao bank, no representative office is required to be established at a first step. The representative office established within China refers to one under the supervision of the CBRC.

(4)

By the end of the fiscal year prior to the filing of an application, the total assets of the sole shareholder or biggest shareholder of the solely foreign-funded bank, or the sole foreign shareholder or biggest foreign shareholder of the equity joint bank shall not be less than US $ 10 billion. If the sole shareholder or biggest shareholder of the solely foreign-funded bank, or the sole foreign shareholder or biggest foreign shareholder of the equity joint bank is a Hong Kong bank or Macao Bank, its total assets shall, by the end of the fiscal year prior to the filing of an application, be not less than US $ 6 billion.

(5)

The country or region where the investor of a solely foreign-funded bank or the foreign counterpart of an equity joint bank is located has a sound financial regulatory system and the investor of the solely foreign-funded bank or foreign counterpart of the equity joint bank is subject to efficient supervision of the relevant competent authority of the said country or region; and

(6)

The relevant competent authority of the country or region where the investor of a solely foreign-funded bank or the foreign counterpart of the equity joint bank is located approves its application.

Article 9

To establish a solely foreign-funded or equity joint bank, the applicant shall satisfy the following prudent requirements in addition to the aforesaid conditions:

(1)

Having a reasonable corporate governance structure;

(2)

With good continuous business performances;

(3)

Having formulated financial statements by following the prudent accounting principle, and the accounting firm holding non- reserved opinions on the financial statements of the three years prior to filing the application;

(4)

Without record of serious violation of law or regulation, and without bad credit record;

(5)

Enjoying a good industry reputation and social image;

(6)

Meeting other relevant requirements for the investors of financial industry as provided for in the laws and regulations; and

(7)

Other prudent requirements as provided for by the CBRC.

Article 10

The establishment of a solely foreign-funded or equity joint bank shall be divided into two stages, i.e. the application for preparatory establishment and application for establishment.

Article 11

The application for the preparatory establishment of a solely foreign-funded or equity joint bank shall be subject to CBRC for the acceptance, examination and decision.

To apply for the preparatory establishment of a solely foreign-funded or equity joint bank, the applicant shall submit the application materials to the CBRC, and shall make a copy to the institution dispatched by the CBRC at the place where the solely foreign-funded or equity joint bank is to be established.

Within 20 days after the institution dispatched by the CBRC at the place where the solely foreign-funded or equity joint bank is to be established receives the application materials, it shall submit its written opinions to the CBRC. The CBRC shall, within 6 months after it receives the said written opinions, make a decision of approval or disapproval of the preparatory establishment (namely the "acceptance" or "rejection" as mentioned in Article 13 of the Regulation of the People's Republic of China on Foreign-funded Financial Institutions).

Article 12

To apply for the preparatory establishment of a solely foreign-funded or equity joint bank, an applicant shall submit the following application materials:

(1)

A preparatory establishment application document (letter) which is jointly signed by the chairmen of the board of directors, or presidents (chief executive officers or general managers) of all investors and is addressed to the Chairman of the CBRC. The content of application document (letter) for the preparatory establishment of a solely foreign-funded bank shall at least contain the name, amount of registered capital, and varieties of business of the solely foreign-funded bank to be established. The content of application document (letter) for the preparatory establishment of an equity joint bank shall at least contain the name of the equity joint bank to be established, the name of all investors, the amount of registered capital, the percentage of capital contributions of each investor, and the type of business to be applied .

(2)

A feasibility study report, which content shall at least contain the basic information of the applicant, analyses of the market prospect of the solely foreign-funded or equity joint bank to be established, the development plan for future business, organizational and management structure, and forecast of the asset-liability scale and profits in three years after the start of business operations;

(3)

The articles of association of the solely foreign-funded or equity joint bank to be established;

(4)

An equity joint contract for the equity joint bank to be established;

(5)

A photocopy of the business license or any other financial business licensing document of the investor of the solely foreign-funded bank or of each investor of the equity joint bank issued by the relevant competent authority of the country or region where the said investor is located;

(6)

The recent 3 years' annual statements of the investor of the solely foreign-funded bank or of each investor of the equity joint bank;

(7)

The document (letter) of opinions of the relevant competent authority of the country or region where the investor of the solely foreign-funded bank or foreign investor of the equity joint bank is located;

(8)

For the applicant which establishes a solely foreign-funded or equity joint bank for the first time, it shall submit the information about the financial system and relevant financial supervision laws and regulations of the country or region where the applicant of is located;

(9)

The articles of association of the applicant;

(10)

The diagram of the organizational structure of the applicant and the group to which it belongs, name list of the main shareholders, name list of the overseas branches and associate companies;

(11)

The bylaws or rules of the applicant on anti-money laundering; and

(12)

Other materials as required by the CBRC.

The application materials submitted by the applicant to the CBRC shall be in duplicate, and one copy shall be sent to the institution dispatched by the CBRC at the place where the financial institution is to be established.

Article 13

An applicant shall, within 15 days after it receives the document of approval of the preparatory establishment, fetch an establishment application form from the institution dispatched by the CBRC at the place where the financial institution is to be established. The preparatory establishment period for a solely foreign-funded or equity joint bank shall be 6 months from the day when the applicant fetches the establishment application form. If the Applicant fails to finish the preparatory establishment within 6 months and if it applies for extending the preparatory establishment period, it shall, one month before the expiration of the preparatory establishment period, submit to the institution dispatched by the CBRC at the place where the financial institution is to be established an application document (letter) signed by the head of the preparatory establishment group of the planned institute, to state the reason and submit relevant certification materials. The institution dispatched by the CBRC at the place where financial institution is to be established shall make a decision of approval or disapproval within 15 days after it receives the application materials and shall send a copy to the institution dispatched by the CBRC on the next higher level and the CBRC, respectively. The maximum extension of the time limit for the preparatory establishment shall be 3 months.

The applicant shall submit an establishment application prior to the expiration of the time limit as mentioned in the preceding paragraph. If it fails to do so, the document of approval of preparatory establishment shall be invalidated and the CBRC shall cancel the approval of preparatory establishment.

Article 14

After the preparatory establishment of a solely foreign-funded or equity joint bank is finished, the applicant may apply for the establishment thereof. The application for the establishment of the solely foreign-funded or equity joint bank shall be subject to the acceptance and preliminary examination and check of the institution dispatched by the CBRC at the place where the financial institution is to be established and be subject to the examination and decision of the CBRC.

To apply for the establishment of a solely foreign-funded or equity joint bank, the applicant shall submit application materials to the institution dispatched by the CBRC at the place where the financial institution is to be established.

The institution dispatched by the CBRC at the place where the financial institution is to be established shall, within 30 days after it accepts the application, submit the application materials, preliminary examination opinions and check opinions to the CBRC, and simultaneously send a copy of the preliminary examination opinions and check opinions to the institution dispatched by the CBRC on the next higher level. During the course of preliminary examination, the institution dispatched by the CBRC at the place where the institution is to be established shall notify in written form the applicant of the check conclusion. If the applicant fails to pass the check, it may, within 10 days after it receives the notice, resubmit the establishment application to the institution dispatched by the CBRC at the place where the institution is to be established.

The CBRC shall, within 30 days after it receives a complete set of the application materials, make a decision of approval or disapproval.

Article 15

To apply for the establishment of a solely foreign-funded or equity joint bank, the applicant shall submit the following application materials in triplicate to the institution dispatched by the CBRC at the place where the financial institution is to be established:

(1)

An application which is signed by the head of the preparatory establishment group of the institution to be established and addressed to the Chairman of the CBRC;

(2)

An application form as required by the CBRC;

(3)

The name list, resumes, and photocopies of identity certification and educational background certification of the candidate chairman of the board of directors and the president (chief executive officer or general manager) signed by the person authorized by the applicant;

(4)

Declarations on having or no having bad record as signed by the candidates;

(5)

A capital verification certification issued by a statutory capital verification institution;

(6)

The security on guard measures, and materials of other facilities relating to the business; and

(7)

Other materials as required by the CBRC.

Article 16

If the establishment of a solely foreign-funded or equity joint bank is approved, the applicant shall, after it receives the establishment approval document and fetches the financial business permit, go through the registration formalities in the administrative organ for industry and commerce so as to receive the business license.

A solely foreign-funded or equity joint bank shall start business within 6 months after it received the business license. If it fails to do so, it shall, one month before the expiration of the time limit for business start, file an application for postponing the start of business operations to the institution dispatched by the CBRC at the place where the financial institution is established. The institution dispatched by the CBRC at the place where the financial institution is established shall make a decision of approval or disapproval within 15 days after it receives the written application. The maximum time limit for the postponement of business start shall be 3 months.

If the solely foreign-funded or equity joint bank fails to start business within the time limits as mentioned in the preceding paragraph, the establishment approval document shall be invalidated; the CBRC shall cancel the establishment approval, take back its financial business permit and make an announcement to the public..

Section 2 Establishment of Solely foreign-funded Finance Companies and Equity Joint Finance Companies

Article 17

The minimum limitation amount of registered capital of a solely foreign-funded or equity joint finance company shall be a sum of convertible currency equivalent to RMB 200 million yuan. The registered capital shall be paid- in capital.

The CBRC may, according to the business scope of the solely foreign-funded finance company or equity joint finance company and the requirement for prudent supervision increase its minimum limitation amount of registered capital.

Article 18

To establish a solely foreign-funded or equity joint finance company, the applicant shall meet the following conditions:

(1)

The investor of the solely foreign-funded or the foreign part of the equity joint finance company is a financial institution;

(2)

The sole shareholder or biggest shareholder of the solely foreign-funded finance company shall be a commercial bank or a financial company, the capital adequacy ratio of the commercial bank shall not be less than 8%. The sole foreign shareholder or biggest foreign shareholder of the equity joint finance company shall be a commercial bank or a financial company, the capital adequacy ratio of the commercial bank shall not be less than 8%;

(3)

The sole shareholder or biggest shareholder of a solely foreign-funded finance company shall have a representative office in China which has existed for 2 years or more. The sole foreign shareholder or biggest foreign shareholder of an equity joint finance company shall have established a representative office in China. .If the sole foreign shareholder or biggest foreign shareholder of the equity joint finance company is a Hong Kong or Macao bank or finance company, no representative office is required as a precondition. The representative office established within China refers to one under the supervision of the CBRC.

(4)

By the end of the fiscal year prior to filing the application, the total assets of the sole shareholder or biggest shareholder of the solely foreign-funded finance company, or the sole foreign shareholder or biggest foreign shareholder of the equity joint finance company shall not be less than US $ 10 billion. If the sole shareholder or biggest shareholder of the solely foreign-funded finance company, or the sole foreign shareholder or biggest foreign shareholder of the equity joint finance company is a Hong Kong or Macao bank or company, its total assets shall, by the end of the fiscal year prior to the filing of an establishment application, be not less than US $ 6 billion.

(5)

The country or region where the investor of a solely foreign-funded finance company or the foreign counterpart of an equity joint finance company is located has a sound financial regulatory system and the investor of the solely foreign-funded finance company or foreign counterpart of the equity joint finance company is subject to efficient supervision of the competent authority of the said country or region; and

(6)

The relevant competent authority of the country or region where the investor of a solely foreign-funded finance company or the foreign counterpart of the equity joint finance company is located approves the application.

Article 19

To establish a solely foreign-funded or equity joint finance company, the applicant shall, in addition to the requirements as mentioned above, meet the prudent conditions as described in Article 9 of these Measures.

Article 20

The establishment of a solely foreign-funded or equity joint finance company shall be divided into two stages, i.e. the application for preparatory establishment and application for establishment.

Article 21

The application for the preparatory establishment of a solely foreign-funded or equity joint finance company shall be subject to the acceptance, examination and decision of the CBRC.

To apply for the preparatory establishment of a solely foreign-funded or equity joint finance company, the applicant shall submit the application materials to the CBRC, and shall send a copy to the institution dispatched by the CBRC at the place where the solely foreign-funded or equity joint finance company is to be established.

Within 20 days after the institution dispatched by the CBRC at the place where the solely foreign-funded or equity joint finance company is established receives the application materials, it shall submit its written opinions to the CBRC. The CBRC shall, within 6 months after it receives the said written opinions, make a decision of approval or disapproval of the preparatory establishment (namely the "acceptance" or "rejection" as mentioned in Article 13 of the Regulation of the People's Republic of China on the Administration of Foreign-funded Financial Institutions).

Article 22

To apply for the preparatory establishment of a solely foreign-funded or equity joint finance company, an applicant shall submit the following application materials:

(1)

A preparatory establishment application document (letter) which is jointly signed by the chairmen of the board of directors, or the presidents (chief executive officers or general managers) of all investors and is addressed to the Chairman of the CBRC. The content of application document (letter) for the preparatory establishment of a solely foreign-funded finance company shall at least contain the name, amount of registered capital, and the varieties of business of the solely foreign-funded finance company to be established. The content of application document (letter) for the preparatory establishment of an equity joint finance company shall at least contain the name of the equity joint finance company to be established, the name of all investors, the amount of registered capital, the percentage of capital contributions of each investor, and varieties of business.

(2)

A feasibility study report, which shall at least contain the basic information of the applicant, analyses of the market prospect of the solely foreign-funded or equity joint finance company to be established, the development plan of future business, organizational and management structure, and forecast of the asset-liability scale and profits in three years after the start of business operations;

(3)

The articles of association of the solely foreign-funded or equity joint finance company to be established;

(4)

A joint operation contract on the equity joint finance company to be established;

(5)

A photocopy of the business license or any other financial business licensing document of the investor of the solely foreign-funded finance company or of each investor of the equity joint finance company issued by the relevant competent authority of the country or region where the said investor is located;

(6)

The recent 3 years' annual statements of the investor of the solely foreign-funded finance company or of each investor of the equity joint finance company;

(7)

The document (letter) of opinions for the application by the relevant competent authority of the country or region where the investor of the solely foreign-funded finance company or foreign party of the equity joint finance company is located;

(8)

For the applicant which establishes a solely foreign-funded or equity joint finance company within China for the first time, it shall submit the information about the financial system and relevant financial supervision laws and regulations of the country or region where the applicant of a solely foreign-funded or equity joint finance company is located;

(9)

The articles of association of the applicant;

(10)

The diagram of the organizational structure of the applicant and the group to which it belongs, name list of the main shareholders, name list of the overseas branches and associate companies;

(11)

The bylaws or rules of the applicant on anti-money laundering; and

(12)

Other materials as required by the CBRC.

The application materials submitted by the applicant to the CBRC shall be in duplicate, and one copy shall be sent to the institution dispatched by the CBRC at the place where the financial institution is to be established.

Article 23

An applicant shall, within 15 days after it receives the document of approval of the preparatory establishment, fetch an establishment application form from the institution dispatched by the CBRC at the place where the financial institution is to be established. The preparatory establishment period for a solely foreign-funded or equity joint finance company shall be 6 months from the day when the applicant fetches the establishment application form. If the Applicant fails to finish the preparatory establishment within 6 months and if it applies for extending the preparatory establishment period, it shall, one month before the expiration of the preparatory establishment period, submit to the institution dispatched by the CBRC at the place where the financial institution is to be established an application document (letter) signed by the head of the preparatory establishment group, state the reason and submit relevant certification materials. The institution dispatched by the CBRC at the place where financial institution is to be established shall make a decision of approval or disapproval within 15 days after it receives the application materials and shall send a copy to the institution dispatched by the CBRC at the next higher level and the CBRC, respectively. The maximum extension of the time limit for the preparatory establishment shall be 3 months.

The applicant shall submit an establishment application prior to the expiration of the time limit as mentioned in the preceding paragraph. If it fails to do so, the document of approval of preparatory establishment shall be invalidated and the CBRC shall cancel the approval of preparatory establishment.

Article 24

After the preparatory establishment of a solely foreign-funded or equity joint finance company is finished, the applicant may apply for the establishment thereof. The application for the establishment of the solely foreign-funded or equity joint finance company shall be subject to the acceptance and preliminary examination and check of the institution dispatched by the CBRC at the place where the financial institution is to be established and be subject to the examination and decision of the CBRC.

To apply for the establishment of a solely foreign-funded or equity joint finance company, the applicant shall submit the application materials to the institution dispatched by the CBRC at the place where the financial institution is to be established.

The institution dispatched by the CBRC at the place where the financial institution is to be established shall, within 30 days after it accepts the application, submit the application materials, preliminary examination opinions and check opinions to the CBRC and simultaneously send a copy of the preliminary examination opinions and check opinions to the institution dispatched by the CBRC at the next higher level. During the course of preliminary examination, the institution dispatched by the CBRC at the place where the institution is to be established shall notify in written form the applicant of the check conclusion. If the applicant fails to pass the check, it may, after 10 days from the day it receives the notice, resubmit a establishment application to the institution dispatched by the CBRC at the place where the institution is to be established.

The CBRC shall, within 30 days from the day it receives a complete set of application materials, make a decision of approval or disapproval.

Article 25

To apply for the establishment of a solely foreign-funded or equity joint financial company, the applicant shall submit the following application materials in triplicate to the institution dispatched by the CBRC at the place where the financial institution is to be established:

(1)

An application (letter) which is signed by the head of the preparatory establishment group of the to-be-established institution and addressed to the Chairman of the CBRC;

(2)

An application form as require by the CBRC;

(3)

The name list, resumes, and photocopies of identity certification and educational background certification of the candidate chairman of the board of directors and president (chief executive officer or general manager) signed by the person authorized by the applicant;

(4)

Declarations on having or not having bad record signed by the candidates;

(5)

A capital verification certification issued by a statutory capital verification institution;

(6)

The security on guard measures, and materials of other facilities relating to the business; and

(7)

Other materials as required by the CBRC.

Article 26

If the establishment of a solely foreign-funded or equity joint finance company is approved, the applicant shall, after it receives the establishment approval document and fetches the financial business permit, go through the registration formalities in the administrative organ for industry and commerce so as to get a business license.

A solely foreign-funded or equity joint finance company shall start business within 6 months after it get a business license. If it fails to do so, it shall, one month before the expiration of the time limit for business start, file an application for postponing the start of business operations to the institution dispatched by the CBRC at the place where the financial institution is established. The institution dispatched by the CBRC at the place where the financial institution is established shall make a decision of approval or disapproval within 15 days from the day it receives the written application. The maximum time limit for the postponement of business start shall be 3 months.

If the solely foreign-funded or equity joint finance company fails to start business within the time limits as mentioned in the preceding paragraph, the establishment approval document shall be invalidated; the CBRC shall cancel the establishment approval, take back its financial business permit and make an announcement in public.

Section 3 Establishment of Branches of Foreign Banks

Article 27

The working capital of a branch of a foreign bank (gratuitous appropriate by the headquarters of the branch) shall be a sum of convertible currency equivalent to not less than RMB 100 million yuan.

The CBRC may, according to the business scope of the solely foreign-funded or equity joint finance company and the requirement for prudent supervision , increase its minimum amount of working capital.

Article 28

To establish a branch of a foreign bank, the applicant shall meet the following requirements:

(1)

The applicant shall have a representative office in China which has existed for 2 years or more. The representative office established within China refers to one under the supervision of the CBRC;

(2)

The applicant's total assets by the end of the fiscal year prior to filing the establishment application shall not be less than US $ 20 billion and its capital adequacy ratio is not less than 8%. If the applicant is a Hong Kong or Macao bank, its total assets by the end of the fiscal year prior to filing the establishment application shall not be less than 6 billion yuan and its capital adequacy ration shall not be less than 8%;

(3)

The country or region where the applicant is located has a sound financial regulatory system and the applicant is subject to the efficient supervision of the relevant competent authority of the said country or region; and

(4)

The country or region where the applicant is located approves its application.

Article 29

To establish a branch of a foreign bank, the applicant shall satisfy the following prudent conditions apart from the above-mentioned requirements:

(1)

Having a reasonable corporate governance structure;

(2)

With good continuous business performances;

(3)

Having formulated financial statements by following the prudent accounting principle, and the accounting firm holding clean opinions on the financial statements of the three years prior to filing the application;

(4)

Without record of serious violation of law or regulation, without bad credit record;

(5)

Enjoying a good industry reputation and social image;

(6)

The political and economic situation of the country or region where the applicant is located is steady and a sound communication mechanism has been established between the financial authority and the CBRC; and

(7)

Other prudent requirements as prescribed by the CBRC.

Article 30

Where an applicant intends to increase a branch within China, its existing branch(es) within China shall meet the following prudent conditions:

(1)

Having a steady and sound risk management system;

(2)

Having a sound internal control system;

(3)

Having an effective management information system;

(4)

The management team has good professional accomplishment and management ability;

(5)

Having good and consecutive business performances;

(6)

The quality of its assets is good;

(7)

Having no record of serious violation of law and regulations;

(8)

Having effective measures on anti-money laundering;

(9)

Other prudent conditions as prescribed by the CBRC.

Article 31

The establishment of a branch of a foreign bank shall be divided into two stages, i.e. the application for preparatory establishment and application for establishment.

Article 32

An application for preparatory establishment of a branch of a foreign bank shall be subject to the acceptance, examination and decision of the CBRC.

To apply for the preparatory establishment of a branch of a foreign bank, the applicant shall submit the application materials to the CBRC, and shall send a copy to the institution dispatched by the CBRC at the place where the branch is to be established.

Within 20 days after the institution dispatched by the CBRC at the place where the branch is to be established receives the application materials, it shall submit its written opinions to the CBRC. The CBRC shall, within 6 months from the day it receives the said written opinions, make a decision of approval or disapproval of the preparatory establishment ( the same as the "acceptance" or "rejection" mentioned in Article 13 of the Regulation of the People's Republic of China on the Administration of Foreign-funded Financial Institutions).

Article 33

To apply for the preparatory establishment of a branch of a foreign bank, the applicant shall submit the following application materials:

(1)

An application document (letter) which is signed by the chairman of the board of directors, or president (chief executive officer or general manager) of the applicant. and is addressed to the Chairman of the CBRC, which shall at least contain the name, amount of working capital and varieties of business of the to-be-established branch of the foreign bank. The name of the to-be-established branch of the foreign bank shall at least include its Chinese and Foreign Names, among which the Chinese name shall indicate the nationality and mode of liability.

(2)

A feasibility study report, which shall at least contain the basic information of the applicant, analyses of the market prospect of the branch to be established, the development plan of future business, organizational and management structure, and forecast of the asset-liability scale, and profits in three years after the start of business operations;

(3)

A photocopy of the business license or any other financial business licensing document of the applicant issued by the relevant competent authority of the country or region where it is located;

(4)

The document (letter) of opinions for the application of the relevant competent authority of the country or region where the applicant is located;

(5)

The recent 3 years' annual statements of the applicant;

(6)

For the applicant which establishes a branch within China for the first time, it shall submit the information about the financial system and relevant financial supervision laws and regulations of the country or region where it is located;

(7)

The articles of association of the applicant;

(8)

The diagram of the organizational structure of the applicant and the group to which it belongs, name list of the main shareholders, name list of the overseas branches and associate companies;

(9)

The bylaws or rules of the applicant on anti-money laundering; and

(10)

Other materials as required by the CBRC.

The application materials submitted by the applicant to the CBRC shall be in duplicate, and one copy shall be sent to the institution dispatched by the CBRC at the place where the financial institution is to be established.

Article 34

An applicant shall, within 15 days from the day it receives the document of approval of the preparatory establishment, fetch an establishment application form from the institution dispatched by the CBRC at the place where the financial institution is to be established. The preparatory establishment period for a branch of the foreign bank shall be 6 months from the day when the applicant fetches the establishment application form. If the Applicant fails to finish the preparatory establishment within 6 months and if it applies for extending the preparatory establishment period, it shall, one month before the expiration of the preparatory establishment period, submit to the institution dispatched by the CBRC at the place where the financial institution is to be established an application document (letter) signed by the head of the preparatory establishment group , which shall state the reason and shall be supported by relevant certification materials. The institution dispatched by the CBRC at the place where financial institution is to be established shall make a decision of approval or disapproval within 15 days from the day it receives the application materials and shall send a copy to the institution dispatched by the CBRC at the next higher level and the CBRC, respectively. The maximum extension of the time limit for the preparatory establishment shall be 3 months.

The applicant shall submit an establishment application prior to the expiration of the time limit as mentioned in the preceding paragraph. If it fails to do so, the document of approval of preparatory establishment shall be invalidated and the CBRC shall cancel the approval of preparatory establishment.

Article 35

After the preparatory establishment of a branch of a foreign bank is finished, the applicant may apply for the establishment thereof. The application for the establishment of a branch of a foreign bank shall be subject to the acceptance, preliminary examination and check of the institution dispatched by the CBRC at the place where the financial institution is to be established and be subject to the examination and decision of the CBRC.

To apply for the establishment of a branch of a foreign bank, the applicant shall submit the application materials to the institution dispatched by the CBRC at the place where the financial institution is to be established.

The institution dispatched by the CBRC at the place where the financial institution is to be established shall, within 30 days from the day it accepts the application for the establishment of a branch of a foreign bank, submit the application materials, preliminary examination opinions and check opinions to the CBRC and simultaneously send a copy of the preliminary examination opinions and check opinions to the institution dispatched by the CBRC at the next higher level. During the course of preliminary examination, the institution dispatched by the CBRC at the place where the financial institution is to be established shall notify in written form the applicant of the check conclusion. If the applicant fails to pass the check, it may, after 10 days from the day it receives the notice, resubmit a establishment application to the institution dispatched by the CBRC at the place where the financial institution is to be established.

The CBRC shall, within 30 days from the day it receives a complete set of application materials, make a decision of approval or disapproval.

Article 36

To apply for the establishment of a branch of a foreign bank, the applicant shall submit the following application materials in triplicate to the institution dispatched by the CBRC at the place where the financial institution is located:

(1)

An application document (letter) which is signed by the head of the preparatory establishment group and is addressed to the Chairman of the CBRC;

(2)

An application form as required by the CBRC;

(3)

A resume and photocopies of the identity certification and educational background certification of the candidate president (general manager) signed by the person authorized by the applicant;

(4)

An authorization to the candidate president (general manager) signed by the person authorized by the applicant;

(5)

A declaration on having or not having bad record which is signed by the candidate;

(6)

A capital verification certification issued by a statutory capital verification institution;

(7)

The security on guard measures, and materials of other facilities relating to the business;

(8)

The letter of guarantee of the headquarters of the foreign bank to bear the taxation and debt liabilities of the branch is to be established; and

(9)

Other materials as required by the CBRC.

Article 37

If the establishment of a branch of a foreign bank is approved, the applicant shall, after it receives the establishment approval document and fetches the financial business permit, go through the registration formalities in the administrative organ for industry and commerce so as to get a business license.

A branch of a foreign bank shall start business within 6 months from the day it gets the business license. If it fails to do so, it shall, one month before the expiration of the time limit for business start, file an application for postponing the start of business operations with the institution dispatched by the CBRC at the place where the financial institution is established. The institution dispatched by the CBRC at the place where the financial institution is established shall make a decision of approval or disapproval within 15 days from the day it receives the written application. The maximum time limit for the postponement of business start shall be 3 months.

If the branch of foreign bank fails to start business within the time limits as mentioned in the preceding paragraph, the establishment approval document shall be invalidated; the CBRC shall cancel the establishment approval, take back its financial business permit and make an announcement in public.

Section 4 Establishment of Branches of Solely foreign-funded Banks and Branches of Equity Joint Banks

Article 38

To establish a branch of a solely foreign-funded or equity joint bank, the applicant shall meet the following conditions:

(1)

3 years or more since it started business within the territory of China;

(2)

It has kept a favorable consecutive profit in 2 fiscal years prior to the application;

(3)

Its capital adequacy ratio is not less than 8%; and

(4)

The applicant shall allocate a sum of convertible currency equivalent to not less than RMB 100 million yuan as the operating fund for each new branch to be established; the total amount of the accumulative operating fund allocated to all its branches within China, including the branch to be established, may not exceed 60% of its registered capital.

Article 39

To establish a branch of a solely foreign-funded or equity joint bank, the applicant shall satisfy the following prudent conditions:

(1)

Having a reasonable corporate governance structure;

(2)

Having a steady and sound risk management system;

(3)

Having a sound internal control system

(4)

Having an effective management information system;

(5)

The management team has good professional accomplishment and management ability;

(6)

Having good and consecutive business performances;

(7)

The quality of its assets is good;

(8)

Having no record of serious violation of any law or regulation;

(9)

Having effective measures on anti-money laundering;

(10)

Other prudent conditions as prescribed by the CBRC.

Article 40

The establishment of a branch of a solely foreign-funded bank or equity joint bank shall be divided into two stages, i.e. application for preparatory establishment and application for establishment.

Article 41

The applications for preparatory establishing branches of solely foreign-funded bank or equity joint banks shall be accepted and preliminary examined by the dispatched institution of the CBRC at the place where the headquarters of the solely foreign-funded bank or the headquarters of the equity joint bank is situated, and shall be examined and decided by the CBRC.

To apply for the preparatory establishment of a branch of a solely foreign-funded bank or equity joint bank, the applicant shall submit the application materials to the institution dispatched by the CBRC at the place where the headquarters of the solely foreign-funded bank or equity joint bank is located and shall send a copy of the application materials to the institution dispatched by the CBRC at the place where the financial institution is to be established.

The institution dispatched by the CBRC at the place where the headquarters of the solely foreign-funded bank or equity joint bank is located shall, within 20 days from the day it accepts the application, submit its preliminary examination opinions and the application materials to the CBRC, and shall simultaneously send a copy of the preliminary opinions to the institution dispatched by the CBRC at the next higher level. The institution dispatched by the CBRC at the place where the financial institution is to be established shall put forward written opinions to the CBRC within 20 days from the day it receives the application materials.

The CBRC shall, within 6 months from the day it receives the completed materials, make a decision of approval or disapproval of the preparatory establishment (the same as the "acceptance" or "rejection" mentioned in Article 13 of the Regulation of the People's Republic of China on the Administration of Foreign-funded Financial Institutions).

Article 42

To apply for the preparatory establishment of a branch of a solely foreign-funded bank or equity joint bank, the applicant shall submit the following application materials:

(1)

An application document (letter) which is signed by the chairman of the board of directors, or president (chief executive officer or general manager) of the applicant and is addressed to the Chairman of the CBRC, which shall at least contain the name, amount of working capital and varieties of business of the branch to be established.

(2)

A resolution of the board of directors about agreeing to the application for the establishment of the branch;

(3)

A feasibility study report, which shall at least contain the basic information of the applicant, analyses of the market prospect of the branch to be established, the development plan of future business, organizational and management structure, and forecast of the asset-liability scale, and profits in three years after the start of business operations;

(4)

A photocopy of the business license;

(5)

The recent 3 years' annual statements of the applicant;

(6)

The articles of association of the applicant; and

(7)

Other materials as required by the CBRC.

The application materials submitted by the applicant to the institution dispatched by the CBRC at the place where the headquarters of the solely foreign-funded bank or equity joint bank is located shall be in triplicate and one copy shall be sent to the institution dispatched by the CBRC at the place where the financial institution is to be established.

Article 43

An applicant shall, within 15 days from the day it receives the document of approval of the preparatory establishment, fetch an establishment application form from the institution dispatched by the CBRC at the place where the financial institution is to be established. The preparatory establishment period for a branch of the solely foreign-funded bank or equity joint bank shall be 6 months from the day when the applicant fetches the establishment application form. If the Applicant fails to finish the preparatory establishment within 6 months and if it applies for extending the preparatory establishment period, it shall, one month before the expiration of the preparatory establishment period, submit to the institution dispatched by the CBRC at the place where the financial institution is to be established an application document (letter) signed by the head of the preparatory establishment group, which shall state the reason and shall be supported by relevant certification materials. The institution dispatched by the CBRC at the place where financial institution is to be established shall make a decision of approval or disapproval within 15 days from the day it receives the application materials and shall send a copy to the institution dispatched by the CBRC at the next higher level and the CBRC, respectively. The maximum extension of the time limit for the preparatory establishment shall be 3 months.

The applicant shall submit an establishment application prior to the expiration of the time limit as mentioned in the preceding paragraph. If it fails to do so, the document of approval of preparatory establishment shall be invalidated and the CBRC shall cancel the approval of preparatory establishment.

Article 44

After the preparatory establishment of a branch of a solely foreign-funded bank or equity joint bank is finished, the applicant may apply for the establishment thereof. The application for the establishment of a branch of a solely foreign-funded bank or equity joint bank shall be subject to the acceptance, preliminary examination and check of the institution dispatched by the CBRC at the place where the financial institution is to be established and be subject to the examination and decision of the CBRC.

To apply for the establishment of a branch of a solely foreign-funded bank or equity joint bank, the applicant shall submit the application materials to the institution dispatched by the CBRC at the place where the financial institution is to be established.

The institution dispatched by the CBRC at the place where the financial institution is to be established shall, within 30 days from the day it accepts the application, submit the application materials, preliminary examination opinions and check opinions to the CBRC and simultaneously send a copy of the preliminary examination opinions and check opinions to the institution dispatched by the CBRC at the next higher level. During the course of preliminary examination, the institution dispatched by the CBRC at the place where the financial institution is to be established shall notify in written form the applicant of the check conclusion. If the applicant fails to pass the check, it may, after 10 days from the day it receives the notice, resubmit a establishment application to the institution dispatched by the CBRC at the place where the financial institution is to be established.

The CBRC shall, within 30 days from the day it receives a complete set of application materials, make a decision of approval or disapproval.

Article 45

To apply for the establishment of a branch of a solely foreign-funded bank or equity joint bank, the applicant shall submit the following application materials in triplicate to the institution dispatched by the CBRC at the place where the financial institution is to be established:

(1)

An application which is signed by the head of the preparatory establishment team of the branch to be established and is addressed to the Chairman of the CBRC;

(2)

An application form as required by the CBRC;

(3)

The name, resume, and photocopies of identity certification and educational background certification of the candidate president (general manager) signed by the person authorized by the applicant;

(4)

An authorization to the candidate president (general manager) signed by the person authorized by the applicant;

(5)

Declarations on having or not having bad record signed by the candidate;

(6)

A capital verification certification issued by a statutory capital verification institution;

(7)

The security on guard measures, and materials of other facilities relating to the business; and

(8)

Other materials as required by the CBRC.

Article 46

If the establishment of a branch of a solely foreign-funded bank or equity joint bank is approved, the applicant shall, after it receives the establishment approval document and fetches the financial business permit, go through the registration formalities in the administrative organ for industry and commerce so as to get a business license.

A branch of a solely foreign-funded bank or equity joint bank shall start business within 6 months from the day it gets a business license. If it fails to do so, it shall, one month before the expiration of the time limit for business start, file an application for postponing the start of business operations to the institution dispatched by the CBRC at the place where the financial institution is established. The institution dispatched by the CBRC at the place where the financial institution is established shall make a decision of approval or disapproval within 15 days from the day it receives the written application. The maximum time limit for the postponement of business start shall be 3 months.

If the branch of a solely foreign-funded bank or equity joint bank fails to start business within the time limits as mentioned in the preceding paragraph, the establishment approval document shall be invalidated; the CBRC shall cancel the establishment approval, take back its financial business permit and make an announcement in public.

Section 5 The Establishment of Business Nets in the Same City

Article 47

To establish a sub-branch in a same city, the applicant shall meet the following conditions:

(1)

The branch already is established (including an institution which is managed as a branch) or institution at a higher level than a branch was established and formally start business more than one year at the place where the sub-branch is to be established and the quality of the assets of the institution is good;

(2)

The branch already established at the place where the sub-branch is to be established has relatively strong internal control capability, it has no serious violation of law or regulation in recent one year and no serious case is caused due to the disorder of internal management;

(3)

The working capital allocated by the headquarters or branch of the foreign-funded financial institution shall not be less than RMB 10 million yuan or equivalent to that amount of convertible currency;

(4)

If the working capital is allocated by the headquarters of the solely foreign-funded bank or equity joint bank, the allocation amount shall be limited to inside 60 % of the total amount of the capital of the headquarters. If the working capital is allocated by a branch of the solely foreign-funded bank or equity joint bank, the amount of accumulation shall not exceed 60% of the amount of working capital of the branch. If the working capital is allocated by a branch of the foreign bank, the amount of accumulation shall not exceed 60% of the amount of the available working capital. The available working capital of the branch refers to the residue of the working capital after deducting 30% of the interest-generating assets therefrom;

(5)

It has qualified senior management and practitioners;

(6)

It has qualified business places, security on guard measures and other facilities relating to its business;

(7)

An applicant can only, for each time, apply for establishing one sub-branch in a same city. It shall not file any new application until it has obtained a reply of disapproval of the preparatory establishment, or has obtained an approval of business start.

(8)

Other conditions as prescribed by the CBRC.

Article 48

The establishment of a sub-branch in a same city shall be divided into two stages, i.e. application for preparatory establishment and application for establishment.

Article 49

An application for the preparatory establishment of a sub-branch in a same city shall be subject to the acceptance, examination and decision of the local banking regulatory bureau or its dispatched branch.

To apply for the preparatory establishment of a sub-branch in a same city, the applicant shall submit a preparatory establishment application to the local banking regulatory bureau or its dispatched branch.

The local banking regulatory bureau or its authorized branch shall make a decision of approval or disapproval within 3 months as of the acceptance date.

Article 50

To apply for the preparatory establishment of a sub-branch in a same city, the applicant shall submit the following application materials in duplicate to the local banking regulatory bureau or its authorized branch:

(1)

An application document (letter) signed by the person-in-charge of the branch or institution at a higher level than a branch at the place where the sub-branch is to be established, which shall at least contain the name, address, amount of working capital, and the business scope of the sub-branch to be established in a same city;

(2)

A feasibility study report, which shall at least contain the basic information of the applicant, analyses of the market prospect, the development plan of future business, and organizational and management structure of the sub-branch to be established in a same city;

(3)

The recent 2-year financial statements of the applicant;

(4)

The name list of the persons responsible for preparatory establishment and resumes of the major persons-in-charge;

(5)

The information about the business management of the newly-established institutions in recent 1-year; and

(6)

Other materials as required by the CBRC.

Article 51

An applicant shall, within 15 days from the day it receives the document of approval of the preparatory establishment, fetch a business start application form from the institution dispatched by the CBRC at the place where the financial institution is to be established. The preparatory establishment period for a sub-branch in a same city shall be 6 months from the day when the applicant fetches the business start application form. If the Applicant fails to finish the preparatory establishment within 6 months and if it applies for extending the preparatory establishment period, it shall, one month before the expiration of the preparatory establishment period, submit to the institution dispatched by the CBRC of the place where the financial institution is to be established an application document (letter) signed by the head of the preparatory establishment group, which shall state the r reasons and shall be supported by relevant certification materials. The institution dispatched by the CBRC of the place where the financial institution is to be established shall make a decision of approval or disapproval within 15 days from the day it receives the completed application materials and shall send a copy to the institution dispatched by the CBRC on the next higher level and the CBRC, respectively. The maximum extension of the time limit for the preparatory establishment shall be 3 months.

The applicant shall submit a business start application prior to the expiration of the time limit as mentioned in the preceding paragraph. If it fails to do so, the document of approval of preparatory establishment shall be invalidated and the CBRC shall cancel the approval of preparatory establishment.

Article 52

An application for the business start of a sub-branch in a same city shall be subject to the acceptance, examination and decision of the local banking regulatory bureau or its authorized branch of the place where the sub-branch is to be established.

To apply for the business start of a sub-branch in a same city, the applicant shall submit the application materials to the local banking regulatory bureau or its authorized branch of the place where the sub-branch is to be established.

The banking regulatory bureau or its authorized branch at the place where the sub-branch is to be established shall, within 30 days as of the acceptance date, examine and check the mattes relating to the preparatory establishment and make a decision of approval or disapproval.

Article 53

To apply for the business start of a sub-branch in a same city, the applicant shall submit the following application materials in duplicate to the local banking regulatory bureau at the place where the sub-branch is to be established or to its authorized branch:

(1)

An application document (letter) , which is signed by person-in-charge of the branch or institution at a higher level than a branch of the place where the sub-branch is to be established, which is addressed to the person-in-charge of the local banking regulatory bureau or its authorized branch, and which shall at least contain the name, address, amount of working capital and business scope of the sub-branch to be established in a same city;

(2)

An application form as prescribed by the CBRC;

(3)

A capital verification certification issued by a statutory capital verification institution;

(4)

The relevant background materials of the candidates of senior manager and a schedule of the information about the practitioners;

(5)

A photocopy of the ownership certificate or use right certificate of business place;

(6)

The qualified certificate for security and fire control facilities of the business place; and

(7)

Other materials as required by the CBRC.

Article 54

If the application for the business start of a sub-branch in a same city is approved, the applicant shall, after it receives the business start approval document, fetch the financial business permit and go through the registration formalities in the administrative organ for industry and commerce so as to get a business license.

A sub-branch in a same city shall start business within 6 months from the day it get the business license. If it fails to do so, it shall, one month before the expiration of the time limit for business start, file an application for postponing the start of business operations with the institution dispatched by the CBRC of the place where the financial institution is established. The institution dispatched by the CBRC of the place where the financial institution is established shall make a decision of approval or disapproval within 15 days from the day it receives the written application. The maximum time limit for the postponement of business start shall be 3 months.

If the sub-branch in a same city fails to start business within the time limits as mentioned in the preceding paragraph, the business start approval document shall be invalidated; the CBRC shall cancel the business start approval, take back its financial business permit and make an announcement in public.

Article 55

To establish a self-service bank, an applicant shall meet the following conditions:

(1)

The applicant has a branch or institution at a higher level than a branch at the place where the self-service bank is to be established and the quality of its assets is good;

(2)

The branch which has already been established at the place where the self-service bank is to be established has relatively strong internal control abilities, has no serious violation of laws and regulations, and no severe case is caused due to disorder of internal management;

(3)

The applicant has qualified business place, security on guard measures and other facilities relating to its business;

(4)

Each time the applicant can only apply for establishing 3 self-service banks in the same city. It shall not file any new application until it obtains a reply of disapproval or approval of the establishment thereof; and

(5)

Other conditions as prescribed by the CBRC.

Article 56

An application for the establishment of a self-service bank shall be subject to the acceptance, examination and decision of the local banking regulatory bureau or its authorized branch at the place where the self-service bank is to be established.

To apply for establishing a self-service bank, the applicant shall submit the application materials to the local banking regulatory bureau or its authorized branch at the place where the self-service bank is to be established.

The local banking regulatory bureau or its authorized branch at the place where the self-service bank is to be established shall, within 3 months from the day of the acceptance , make a decision of approval or disapproval.

Article 57

To apply for establishing a self-service bank, the applicant shall submit the following application materials in duplicate to the banking regulatory bureau or its authorized banking regulatory branch bureau at the place where the self-service bank is to be established:

(1)

An application document (letter) which is signed by the person-in-charge of the branch or institution at a higher level than a branch and which is addressed to the person-in-charge of the banking regulatory bureau or its authorized branch at the place where the self-service bank is to be established;

(2)

The type and number of the machines to be established as well as the type of service to be offered;

(3)

A market analysis for the place where the self-service bank is to be established, which the content shall at least contain the target market, demand of service and status of competition;

(4)

The institution or person to take charge of the routine management of the self-service bank; and

(5)

The security monitoring program and maintenance measures; and

(6)

Other materials as required by the CBRC.

Article 58

To install any automatic teller machine (ATM) which only offers services of drawing money, transferring accounts and answering inquiries, the applicant shall go through the archival filing formalities in the local banking regulatory bureau or its authorized branch at the place where the self-service bank is to be established, and shall submit application materials in accordance with Article 57 of these Measures.

The banking regulatory bureau or its authorized branch at the place where the self-service bank is to be established shall make a reply for archival filing within 15 days as of the acceptance date.

Section 6 Establishment of Foreign-funded Financial Institutions' Representative Offices in China

Article 59

To establish a China-based representative office of foreign-funded financial institution the applicant shall meet the following conditions:

(1)

The country or region where it is located has a sound financial regulatory and management system;

(2)

It is a financial institution established upon the approval of the financial authority of the country or region where it is located, or it is a member of an association of the financial sector;

(3)

If a foreign-funded financial institution applies for establishing a general representative office within the territory of China, it shall have established 5 or more branch institutions (including representative offices) within the territory of China;

(4)

Its business performances are favorable and it has no record of serious violation of laws and regulations;

(5)

It has effective anti-money laundering measures; and

(6)

Other requirements as prescribed by the CBRC.

Where a foreign-funded financial institution registered within the territory of China applies for establishing a representative office, the applicant shall only satisfy the requirements as listed in Items (4) through (7) of the preceding paragraph.

Article 60

An application for establishing a China-based representative office of a foreign-funded institution shall be subject to the acceptance, examination and decision of the CBRC.

To establish a China-based representative office of foreign-funded financial institution the applicant shall submit application materials to the CBRC, and shall send a copy to the institution dispatched by the CBRC at the place where the representative office is to be established.

The institution dispatched by the CBRC at the place where the representative office is to be established shall, within 20 days from the day it receives the application materials, put forward its written opinions to the CBRC. The CBRC shall, within 6 months as of the acceptance date, make a decision of approval or disapproval.

Article 61

To apply for establish a China-based representative office of foreign-funded financial institution, the applicant shall submit the following materials:

(1)

An application form as prescribed by the CBRC;

(2)

An application document (letter) signed by the chairman of the board of directors or president (chief executive officer or general manager) and addressed to the Chairman of the CBRC;

(3)

A photocopy of the business license or any other financial licensing document issued by the relevant competent authority of the country or region where it is located;

(4)

The articles of association of the applicant;

(5)

The diagram of the organizational structure of the applicant and the group to which it belongs, name list of the main shareholders, name list of the overseas branches and associate companies;

(6)

The annual statements of the 3 years prior to filing the application;

(7)

A document (letter) of opinions issued by the financial authority of the country or region where it is located on the establishment of the representative office within the territory of China, or a recommendation letter issued by the sectoral association to which it belongs;

(8)

The photocopies of the identity certification, educational background certification and resume of candidate chief representative or general representative which are signed by the person authorized by the applicant, as well as declaration of having or having no bad record signed by the candidate;

(9)

An authorization to the chief representative or general representative, which bears the signature of the chairman of the board of directors or president (chief executive officer or general manager) or his authorized person

(10)

The applicant's bylaws and rules on anti-money laundering; and

(11)

Other materials as required by the CBRC;

Where a foreign-funded legal person institution applies for establishing a representative office, the application materials it submits do not include the one as mentioned in Item (7) of the preceding paragraph.

The application materials submitted by the applicant to the CBRC shall be in duplicate, and one copy shall be sent to the institution dispatched by the CBRC at the place where the representative office is to be established.

Chapter III Modification of Institutions

Section 1 Foreign-funded Legal Person's Institute to Adjustment or Transfer of Registered Capital, or Modification of Shareholders Holding 10% or More of the Total Amount of Capital or Total Shares

Article 62

Where a legal person foreign-funded institution adjusts or transfers its registered capital, or changes a shareholder holding 10% or more of the total amount capital or total shares, the new shareholder shall conform with the provisions of the Regulation of the People's Republic of China on the Administration of Foreign-funded Financial Institutions and Articles 8, 9, 18 and 19 of these Measures regarding requirements for shareholders.

Article 63

An application of the foreign-funded legal person institution for adjusting or transferring its registered capital, or changing a shareholder holding 10 % or more of the total amount of capital or total shares shall be subject to the acceptance and preliminary examination of the institution dispatched by CBRC at the place where the foreign-funded legal person institute is located, and shall be subject to the examination and decision of the CBRC.

Where a foreign-funded legal person institution applies for adjusting or transferring its registered capital, or modifying a shareholder holding 10% or more of the total capital or total shares, it shall submit application materials to the institution dispatched by the CBRC at the place where the foreign-funded legal person institution is located.

The institution dispatched by the CBRC at the place where the foreign-funded legal person institution is located shall, within 20 days as of the acceptance date, submit its preliminary examination opinions and the application materials to the CBRC, and shall simultaneously send a copy of the preliminary examination opinions to the institution dispatched by the CBRC at the next higher level. The CBRC shall make a decision of approval or disapproval within 3 months from the day it receives a complete set of application materials.

Article 64

Where a foreign-funded legal person institution applies for adjusting or transferring its registered capital, or modifying a shareholder holding 10% or more of the total capital or total shares, it shall submit application materials in triplicate to the institution dispatched by the CBRC at the place where the foreign-funded legal person institution is located:

(1)

An application document (letter) signed by the chairman of the board of directors or president (chief executive officer or general manager) and addressed to the Chairman of the CBRC;

(2)

A resolution made by the board of directors about the adjustment or transfer of the registered capital, or modification of a shareholder;

(3)

The resolution of the board of directors of each investor of the to-be-changed investment amount or proportion of stock right, or the document (letter) of opinions signed by the legal representatives of each investor of the to-be-changed investment amount or proportion of stock right. If the planned transferee is a financial institution, it shall provide a document (letter) of acknowledgement (letter) issued by the financial regulatory authority of the country or region where it is located.

(4)

The transfer agreement or contract signed by the relevant shareholders;

(5)

A photocopy of the business license or any other financial licensing document of the planned transferee issued by the relevant competent authority of the country or region where it is located;

(6)

The articles of association, organizational structure, name list of the main shareholders and name list of the overseas branches and associate companies of the planned transferee;

(7)

The bylaws and rules of the transferee regarding anti-money laundering;

(8)

The recent three-year annual statements of the planned transferee; and

(9)

Other materials as required by the CBRC.

Section 2 Modification of Working Capital of Branches of Foreign Banks or of Branches of Solely foreign-funded bank or Equity Joint Banks

Article 65

An application for modifying the working capital of a branch of a foreign bank or branch of a solely foreign-funded bank or equity joint bank shall be subject to the acceptance and preliminary examination of the local institution dispatched by the CBRC at the place where the branch is located and subject to the examination and decision of the CBRC.

To apply for modifying the working capital of a branch of a foreign bank or branch of a solely foreign-funded for equity joint bank, the applicant shall submit application materials to the local institution dispatched by the CBRC at the place where the branch is located.

The local institution dispatched by the CBRC at the place where the branch is located shall, within 20 days as of the acceptance date, submit the preliminary examination opinions and the application materials to the CBRC, and shall simultaneously send a copy of the preliminary examination opinions to the institution dispatched by the CBRC at the next higher level. The CBRC shall, within 3 months from the day when it receives the complete set of application materials, make a decision of approval or disapproval.

Article 66

Where a branch of a foreign bank or branch of a solely foreign-funded bank or equity joint bank applies for modifying its working capital, it shall submit to the local institution dispatched by the CBRC at the place where the branch is located an application document (letter) signed by the chairman of the board of directors or president (chief executive officer or general manager) and addressed to the Chairman of the CBRC, as well as the other materials as required by the CBRC in triplicate.

Section 3 Modification of Articles of Association of Foreign-funded Legal Person Institutions

Article 67

A foreign-funded legal person institution shall file an application for modifying its articles of association within 1 year after any of the items as listed therein is changed.

Article 68

An application of a foreign-funded legal person institution for modifying its articles of association shall be subject to the acceptance and preliminary examination of the local institution dispatched by the CBRC at the place where the institute is located and subject to the examination and decision of the CBRC.

Where a foreign-funded legal person institution applies for modifying its articles of association, it shall submit application materials to the local institution dispatched by the CBRC at the place where the institute is located.

The local institution dispatched by the CBRC at the place where the institute is located shall, within 20 days as of the acceptance date, submit the preliminary examination opinions and the application materials to the CBRC, and shall simultaneously send a copy of the preliminary examination opinions to the institution dispatched by the CBRC at the next higher level. The CBRC shall, within 3 months from the day when it receives the complete set of application materials, make a decision of approval or disapproval.

Article 69

Where a foreign-funded legal person institution applies for modifying its articles of association, it shall submit the following application materials in triplicate to the local institution dispatched by the CBRC at the place where the institute is located:

(1)

An application document (letter) signed by the chairman of the board of directors or president (chief executive officer or general manager) and addressed to the Chairman of the CBRC;

(2)

A resolution of the shareholders' meeting or board of the directors about modifying the articles of association;

(3)

The original articles of association and the draft of the new articles of association;

(4)

A comparison table for the original articles of association and new articles of association;

(5)

The legal position paper given by a law firm about modifying the articles of associations; and

(6)

Other materials required by the CBRC.

Section 4 Modification of the Business Place or Address of a Foreign-funded Financial Institution in a Same City

Article 70

The change of the business place or address of foreign-funded financial institution in a same city shall be classified into two circumstances, i.e. change of business place of the business department of foreign-funded financial institution in a same city and change address of China-based representative office of foreign-funded financial institution in a same city.

An application changing the business place or address of a foreign-funded financial institution in a same city shall be subject to the acceptance, examination and decision of the local institution dispatched by the CBRC at the place where the institute is located..

Where a foreign-funded financial institution applies for changing its business place or address in a same city, it shall submit application materials to the local institution dispatched by the CBRC at the place where the institute is located...

The local institution dispatched by the CBRC at the place where the institute is located.. shall, within 3 months as of the acceptance date, check the new business place and make a decision of approval or disapproval. During the course of examination, it shall give applicant a written notice of the check conclusion. If the new business place fails to pass the check, the applicant may, after 10 days from the day when it receives the notice, request the local institution dispatched by the CBRC at the place where the institute is located for recheck.

Article 71

Where a business department of a foreign-funded financial institution applies for changing the business place in a same city, it shall submit the following application materials to the local institution dispatched by the CBRC at the place where the institute is located:

(1)

An application document (letter) signed by the chairman of the board of directors or president (chief executive officer or general manager) of the branch of foreign bank and addressed to the person-in-charge of the local institution dispatched by the CBRC;

(2)

A photocopy of the lease or purchase contract or agreement on the to-move-in business place; and

(3)

Other materials as required by the CBRC.

Article 72

Where a foreign-funded financial institution's representative office in China applies for changing he address in a same city, it shall submit to the local institution dispatched by the CBRC at the place where the office is located an application document (letter) signed by the chief representative or general representative as well as other materials as required by the CBRC.

Section 5 Change of the Name of a Foreign-funded Financial Institution

Article 73

An application for changing the name of a foreign-funded institution shall be subject to the acceptance, examination and decision of the CBRC.

Where a foreign-funded financial institution applies for changing its name, it shall submit application materials to the CBRC, and shall send a copy of the application materials to the institution dispatched by the CBRC at the place where this foreign-funded financial institution is located.

The CBRC shall make a decision of approval or disapproval within 3 months as of the acceptance date.

Article 74

The change of name of a foreign-funded financial institution is classified into the following 2 circumstances:

(1)

The name of a branch of a foreign bank or the name of a China-based representative office of a foreign-funded financial institution is to be changed because of merger (split-up) of the parent bank (parent company); and

(2)

The name of a branch of a foreign bank or the name of a China-based representative office of a foreign-funded financial institution is to be changed for any reason other than the merger (split-up) of the parent bank (parent company), or the name of any other foreign-funded financial institution is to be changed.

Article 75

Where the name of a branch of a foreign bank or the name of a China-based representative office of a foreign-funded financial institution is to be changed because of merger (split-up) of the parent bank (parent company), the applicant may, in 2 steps or directly, go through the formalities for modifying the name.

Article 76

Where a branch of a foreign bank or China-based representative office of a foreign-funded financial institution applies for going through the name modification formalities in 2 steps because of the merger (split-up) of its parent bank (parent company), the applicant shall, before its name is changed, submit an application document (letter) signed by the chairman of the board of directors or president (chief executive officer or general manager) of the foreign bank (company) and addressed to the Chairman of the CBRC as well as a document (letter) of acknowledgement of the merger (split-up) issued by the financial regulatory authority of the country or region where the foreign bank (company) is located to the CBRC in duplicate, and one copy shall be sent to the institution dispatched by the CBRC at the place where the branch of foreign bank or China-based representative office of foreign-funded financial institution is located. The CBRC shall, within 1 month after it receives a complete set of preliminary application materials, confirm the application for modification of name by the form of signing a letter.

Article 77

Where a branch of a foreign bank or China-based representative office of a foreign-funded financial institution applies for going through the name modification formalities in 2 steps because of the merger (split-up) of its parent bank (parent company), the applicant shall submit the following formal application materials within 30 days after it changes the name:

(1)

A document (letter) of application addressed to the Chairman of the CBRC , signed by the chairman of board of directors or president (chief executive officer or general manager) of the new institution (2)An application form prescribed by the CBRC and filled out by the new institution;

(3)

A formal document of approval issued by the financial regulatory authority of the country or region where the new institution is located;

(4)

A photocopy of the business license or any other financial business licensing document of the new institution;

(5)

A letter of guarantee signed by the chairman of board of directors or president (chief executive officer or general manager) of the new institution about bearing the tax and debt liabilities of the branch within the territory of China;

(6)

The united financial statements of the new institution;

(7)

The articles of association of the new institution;

(8)

A name list of the members of the board of directors;

(9)

A name list of the 10 biggest shareholders or main partners of the new institution;

(10)

A diagram of the organizational structure of the new institution; and

(11)

Other materials as required by the CBRC.

If the branch of foreign bank or China-based representative office of foreign-funded financial institution changes its senior managers when changing its name, it shall simultaneously submit the materials required for the examination and approval of qualifications of the senior managers

The application materials to be submitted by the applicant to the CBRC shall be in duplicate, and one copy shall be sent to the institution dispatched by the CBRC at the place where the branch of foreign bank or China-based representative office of foreign-funded financial institution is located.

Article 78

Where a branch of a foreign bank or China-based representative office of foreign-funded financial institution applies for directly going through the formalities for the modification of the name, the application materials it submits shall be governed by Article 77 of these Measures.

Article 79

Where a branch of a foreign bank or China-based representative office of a foreign-funded financial institution applies for going through the name modification formalities for a reason other than the merger (split-up) of its parent bank (parent company), the applicant shall submit the following application materials:

(1)

A document (letter) of application signed by the chairman of board of directors or president (chief executive officer or general manager) of the new institution and addressed to the Chairman of the CBRC;

(2)

A formal document of approval of the modification of name issued by the financial regulatory authority of the country or region of the place where the foreign bank (company) is located;

(3)

A photocopy of the business license or any other financial business licensing document after the change of name; and

(4)

Other materials as required by the CBRC.

The application materials to be submitted by the applicant to the CBRC shall be in duplicate, and one copy shall be sent to the institution dispatched by the CBRC at the place where the branch of foreign bank or China-based representative office of foreign-funded financial institution is located.

Section 6 Transfer-in of Credit Assets by A Foreign-funded Financial Institution

Article 80

An application of a foreign-funded financial institution for transferring in credit assets shall be subject to the acceptance, examination and decision of the local institution dispatched by the CBRC at the place where the institute is located..

Where a foreign-funded financial institution applies for transferring in credit assets, it shall submit the application materials to the local institution dispatched by the CBRC at the place where the institute is located.

A local institution dispatched by the CBRC at the place where the institute is located shall make a decision of approval or disapproval within 1 month as of the acceptance date.

Article 81

Where a foreign-funded financial institution applies for transferring in asset credits, it shall submit an application document (letter) which is signed by the person authorized by it and which is addressed to the person-in-charge of the local institution dispatched by the CBRC, as well as one copy of other materials as required by the CBRC.

Section 7 Use of Interest-generating Assets by a Branch of a Foreign Bank

Article 82

An application of a branch of a foreign bank for using interest-generating assets shall be subject to the acceptance, examination and decision of the local institution dispatched by the CBRC at the place where the branch is located.

Where a branch of a foreign bank applies for using interest-generating assets, it shall submit application materials to the local institution dispatched by the CBRC at the place where the branch is located.

The local institution dispatched by the CBRC at the place where the branch is located shall make a decision of approval and disapproval within 1 month as of the acceptance date.

Article 83

Where a branch of a foreign bank applies for using interest-generating assets, it shall submit a application document (letter) to the local institution dispatched by the CBRC at the place where the branch is located

Chapter IV Adjustment of Business Scope and Increase of Business Varieties

Section 1 Application of a Foreign-funded Financial Institution for Engaging in RMB Business

Article 84

The applications of foreign-funded financial institution for engaging in RMB business are classified into 2 circumstances: applications for engaging in RMB business for the first time and applications for expanding the scope of the service objects of RMB business.

Article 85

An applicant applies for engaging in the RMB business for the first time shall satisfy the following conditions:

(1)

Prior to filing the application for engaging in the RMB business, 3 years or more have lapsed since the foreign-funded financial institution has started business in China ; for a Mainland-based branch of a Hong Kong or Macao bank, 2 years or more have lapsed since it started business in the Mainland prior to filing the application;

(2)

The foreign-funded financial institution has kept a favorable consecutive profit for 2 years prior to filing the application for engaging in RMB business; for a branch of a foreign bank or Mainland-based branch of a Hong Kong or Macao Bank which is located in the northeastern or western regions of China, its profit indices shall be evaluated on a consolidated basis with the inland branch.

The term "3 years" as mentioned in Item (1) of the preceding paragraph refers to 3 full years from the date on which the foreign-funded financial institution was established upon approval to the date of application. The term "has kept a favorable profit for 2 consecutive years prior to filing the application" means that, at the application date, the foreign-funded financial institution has kept a favorable profit as reflected in the audited financial statements of the foreign-funded financial institution during the recent 2 fiscal years; for a branch of a foreign bank or Mainland-based branch of a Hong Kong or Macao Bank which is located in the northeastern or western regions of China, this term means that, at the application date, it has kept a favorable profit as reflected in the audited consolidated financial statements of the Mainland-based branch during the recent 2 fiscal years.

Article 86

An applicant applies for engaging in the RMB business for the first time shall satisfy the prudent conditions as prescribed in Article 39 of these Measures.

Article 87

To apply for expanding the scope of the service objects of RMB business, an applicant shall satisfy the following conditions:

(1)

The foreign-funded financial institution has kept a favorable consecutive profit for 2 years prior to filing the application for expanding the scope of the service objects of RMB business; for a branch of a foreign bank or Mainland-based branch of a Hong Kong or Macao Bank which is located in the northeastern or western regions of China, its profit indices shall be evaluated on a consolidated basis.

(2)

The prudent conditions as prescribed in Article 39 of these Measures.

The term "has kept a favorable profit for 2 consecutive years prior to filing the application" means that, at the application date, the foreign-funded financial institution has kept a favorable profit as reflected in the audited financial statements of the foreign-funded financial institution during the recent 2 fiscal years; for a branch of a foreign bank or Mainland-based branch of a Hong Kong or Macao Bank which is located in the northeastern or western regions of China, this term means that, at the application date, it has kept a favorable profit as reflected in the audited consolidated financial statements of the Mainland-based branch during the recent 2 fiscal years.

Article 88

The application of a foreign-funded financial institution for engaging in the RMB business shall be subject to the acceptance and preliminary examination of the institution dispatched by the CBRC at the place where the foreign-funded financial institution to engage in the RMB business is located and shall be subject to the examination and decision of the CBRC.

To apply for engaging in the RMB business, an applicant shall submit application materials to the institution dispatched by the CBRC at the place where the foreign-funded financial institution to engage in RMB business is located.

The institution dispatched by the CBRC at the place where the foreign-funded financial institution to engage in RMB business is located shall, within 20 days as of the acceptance date, submit the preliminary opinions and application materials to the CBRC and send a copy of the preliminary opinions to the institution dispatched by the CBRC at the next higher level. The CBRC shall make a decision of approval or disapproval within 3 months from the day when it receives a complete set of application materials.

Article 89

To apply for engaging in RMB business, an applicant shall submit the following application materials in triplicate to the institution dispatched by the CBRC of the place where the foreign-funded financial institution to engage in RMB business is located:

(1)

An application document (letter) which is signed by the chairman of board of directors or president (chief executive officer or general manager) and which is addressed by the Chairman of CBRC;

(2)

A feasibility study report;

(3)

The articles of association to be modified (merely limited to foreign-funded legal person institutions);

(4)

The operating rules and internal control system for business to be initiated;

(5)

The audited balance sheets and profit and loss statements of the recent 2 fiscal years up to the application date ; for a branch of a foreign bank or Mainland-based branch of a Hong Kong or Macao Bank which is located in the northeastern or western regions of China, the united balance sheets and profit and loss statements by audited with inland branch of the recent 2 fiscal years up to the application date; and

(6)

Other materials as required by the CBRC.

Section 2 Initiation of Electronic Banking business, or Increase or Change of Varieties of Electronic Banking business by Solely foreign-funded Banks, Equity Joint Bank or Branch of Foreign Bank

Article 90

Where a solely foreign-funded bank, equity joint bank, or branch of a foreign bank intends, by using open networks or wireless networks such as Internet, to initiate electronic banking business including on-line banks, mobile phone banks, and electronic banks by using PDAs and other personal data aided equipment, it shall be subject to examination and approval.

Article 91

Where a solely foreign-funded bank, equity joint bank, or branch of foreign bank intends to initiate electronic banking business, it shall meet the following requirements:

(1)

It has established business institution within the territory of the People's Republic of China;

(2)

The financial institution is carrying out business activities normally and has established a relatively perfect risk management system and internal control system. Within 1 year prior to filing the application for initiating electronic banking business, its main information management system and business processing system meet with no serious breakdown within one year before it applies for initiating electronic banking; (3)It has formulated an overall development strategy, development planning, and electronic banking safety strategy for electronic banking business, and has established the organizational system and institutional system for risk management of electronic banking business;

(4)

It has built up basic facilities and system for the operation of electronic banking business according to the development planning and safety strategy for electronic banking business, and has made necessary safety check and business tests on relevant facilities and systems;

(5)

It has made safety evaluation which meets the supervisory requirements on risk management of electronic banking business and operation facilities and system, etc.,;

(6)

It has set up a specific electronic banking business management department, and has been staffed with qualified managers and technicians;

(7)

The competent authority of the country (region) where it is located has a legal framework and regulatory ability regarding to the regulation of electronic banking business; and

(8)

Other conditions required by CBRC.

Article 92

To initiate electronic banking business in the form of on-line banking or mobile phone banking by using Internet as the medium, an applicant shall not only meet the requirements as described in Article 91 , but also satisfy the following requirements:

(1)

The basic facilities and equipment of the electronic bank can guarantee the normal operations of the electronic bank;

(2)

The electronic banking system has the necessary business processing capacity, and can satisfy the customer's demand for timely business processing;

(3)

It has established an effective external attack detection mechanisms;

(4)

The foreign-funded financial institution's electronic banking operation system and business processing server may be installed either inside or outside the territory of the People's Republic of China. When they are installed outside the territory, the said institution shall install facilities and equipment for recording and preserving transaction data inside the territory of the People's Republic of China, be able to meet the requirements of the financial regulatory department on on-site inspection, and be able to, in case of any legal dispute, meet the investigation and evidence collection requirements of Chinese judicial institutions.

Article 93

After a financial institution initiates electronic banking business upon the approval, if it intends to increase or modify any of the following categories of electronic banking business, it shall be subject to examination and approval:

(1)

Any kind of business that the relevant laws, regulations and administrative rules and regulations require examination and approval for which the financial institution has not obtained an approval but it plans to initiate such business by using the electronic bank;

(2)

A kind of business that the financial institution has obtained an approval and apply it to the electronic bank but it can not carry it out unless it directly exchanges real time data with the relevant securities or insurance institutions;

(3)

Any kind of business jointly carried out by financial institutions through their electronic banking platforms connected to each other;

(4)

Trans-boundary electronic banking services; and

(5)

Other varieties of businesses as prescribed by the CBRC.

Article 94

An application for initiating, increasing or modifying the electronic banking business shall be subject to the acceptance, examination and decision of the CBRC.

To apply to initiate, increase or modify the electronic banking business, an applicant shall submit application materials to the CBRC, and shall send a copy of the application materials to the institution dispatched by the CBRC at the place where the solely foreign-funded bank, equity joint bank, or branch of foreign bank to initiate electronic banking business is located.

The local institution dispatched by the CBRC shall, within 20 days from the day when it receives the application materials, put forward written opinions to the CBRC. The CBRC shall make a decision of approval or disapproval within 3 months as of the acceptance date.

Article 95

To apply for initiating electronic banking business, an applicant shall submit the following application materials in duplicate to the CBRC, and one copy shall be sent to the institution dispatched by the CBRC at the place where the solely foreign-funded bank, equity joint bank, or branch of foreign bank is located:

(1)

An application document (letter) of the solely-funded bank, equity joint bank, or branch of foreign bank which is addressed to the Chairman of the CBRC;

(2)

The type of electronic banking in question, and the kind of business to be carried out;

(3)

The development planning on the electronic banking business;

(4)

The introduction on the operational facilities and technical system for the electronic banking business;

(5)

A testing report on the electronic banking business system;

(6)

A safety evaluation report on the electronic banking;

(7)

The operational emergency response plan and business continuity plan on the electronic banking business;

(8)

The risk management system and corresponding rules on the electronic banking business;

(9)

The management department and management duties of the electronic banking, as well as the introduction of the main persons-in-charge;

(10)

The name, telephone, fax, and e-mail box, etc. of the entity applicant's contact person; and

(11)

Other materials required by CBRC.

Article 96

To apply for increasing or modifying any kind of electronic banking business which is subject to examination and approval, an applicant shall submit the following application materials in duplicate to the CBRC and a copy to the institution dispatched by the CBRC at the place where the solely foreign-funded bank, equity joint bank or the branch of the foreign bank is situated:

(1)

An application document (letter) of the solely foreign-funded bank, equity joint bank, branch of foreign bank which is addressed by the Chairman of the CBRC;

(2)

The definitions and operating procedure of the varieties of business to be increased or to be modified;

(3)

The risk characteristics and prevention measures of the varieties of business to be increased or to be modified;

(4)

The relevant management rules and regulations;

(5)

The name, telephone, fax, and e-mail address, etc. of the entity applicant's contact person; and

(6)

Other materials as required by the CBRC.

Section 3 Initiation of Business of Derivatives Transactions by Foreign-funded Financial Institutions

Article 97

To initiate the business of derivatives transactions, an applicant shall meet the following conditions:

(1)

It has a sound risk management system and an internal control system for derivatives transactions;

(2)

It has a perfect operating system for derivatives transactions with automatic links of the front-end, mid-end and back-end and a sound real-time risk management system;

(3)

The person-in-charge of the derivatives transactions shall have 5 or more years of experiences of direct participation in derivatives transactions and risk management, and has no bad record;

(4)

It shall have 2 or more dealers who have dealt with derivatives transactions or other related transactions for at least two years and have accepted a special training for dealing skills of derivatives, one or more risk management person(s), one or more risk model researcher(s) or risk analyzer(s); any person who takes any of the above-mentioned posts shall have no bad record and shall not hold concurrent posts;

(5)

It shall have proper transaction site and equipment;

(6)

Where a branch of a foreign bank applies for initiating derivatives transactions, its home country shall have a legal framework for regulating the derivatives transactions and the regulatory authority of its home country have corresponding supervision abilities; and

(7)

Other conditions as prescribed by the CBRC.

Where a branch of a foreign bank applies for initiating the business of derivatives transaction, if it does not meet the relevant requirements as listed in Items (1) through (5) of the preceding paragraph, it shall meet the requirements as listed in Items (6) and (7) of the preceding paragraph as well as the following requirements:

(1)

It shall be subject to the formal authorization of its headquarters (regional headquarters) on the variety and quota of the derivatives transactions by this branch; and

(2)

Unless the headquarters expressly prescribed, all derivatives transactions of this branch shall be conducted through the authorized derivatives transactions system of headquarters (regional headquarters) in real time, for which the headquarters (regional headquarters) shall responsible for balance the transactions , conduct risk exposure management and control the risks in a centralized manner.

Article 98

An application for initiating the business of derivatives transactions shall be subject to the acceptance, preliminary examination of the local institution dispatched by the CBRC and subject to the examination and decision of the CBRC.

To apply for initiating business of derivatives transactions, an applicant shall submit application materials to the local institution dispatched by the CBRC.

The local institution dispatched by the CBRC shall submit the preliminary examination opinions and the application materials to the CBRC within 20 days as of the date of acceptance and shall simultaneously send a copy of the preliminary examination opinions to the institution dispatched by the CBRC at the next higher level. The CBRC shall make a decision of approval or disapproval within 3 months from the day when it receives a complete of the application materials.

Article 99

To apply for initiating the business of derivatives transactions, an applicant shall submit application materials in triplicate to the local institution dispatched by the CBRC:

(1)

An application document (letter) signed by the person authorized by the applicant and addressed to the Chairman of the CBRC, which shall at least contain the variety and character (on behalf of clients or for its own operations, end user or dealer) of the derivatives to be initiated;

(2)

A feasibility study report, which shall at least contain the basic information about the parent bank of the applicant engaging in transactions of derivatives, analyses of the prospect of the derivatives transaction market, and target clients of the branch to be launched in China, and the professional skills and specialties of the applicant engaging in the business of derivatives;

(3)

A business plan, which shall at least contain the organizational structure and division of duties for the transactions of derivatives, business mode and development plan of the initiated derivatives, division of duties and transaction limitations of all branches in China regarding the business to be initiated, the business scale and a forecast of profits in three years after the start of business of derivatives;

(4)

The internal management bylaws regarding business of transactions of derivatives, which shall at least contain the guiding principles, operational procedures (that can embody the principle of separating the transactions of front-end, mid-end and back-end from each other) and emergency response plan for the business of transactions of derivatives, risk model indicators and quantification management indicators for the transactions of derivatives, transaction varieties and risk control system, risk reporting system and internal audit system, management system and post evaluation system for the research and business development of transactions of derivatives, rules on dealers, post responsibility system for the persons-in-charge of transactions, responsibility system and incentives and restriction system for the persons-in-charge and dealers at all levels, as well as the plan on the training of front-end, mid-end and back-end persons-in-charge and working personnel;

(5)

The accounting system for the transactions of derivatives, which shall at least contain the accounting system of the headquarters regarding the business of derivatives and detailed explanation of the accounting records and accounting calculations of the varieties of business to be initiated;

(6)

The name list and resumes of the persons-in-charge and principal dealers, and duties of them in the transactions of derivatives;

(7)

The authorized management system for the quantification of risk exposure or quota , which shall at least include the rules of the headquarters on the establishment of transaction limits and authorization management system , as well as the establishment and management of risk exposure limits and stop-loss limits for all branches within the territory of China;

(8)

A report on the safety testing of the transaction place, equipment and system; and

(9)

Other materials as required by the CBRC.

Where a branch of a foreign bank which does not meet the requirements as mentioned in Items from (1) through (5) of Paragraph 1of Article 97 of these Measures applies for initiating the business of transactions of derivatives, it shall submit the following materials apart from those listed in the preceding paragraph:

(1)

A formal written authorization of the headquarters (regional headquarters) of the applicant regarding the type and quota of the transactions of derivatives to be initiated;

(2)

Except it is otherwise regulated expressly by its headquarters, it shall offer a letter of commitment issued by its headquarters (regional headquarters) for guaranteeing that all the derivatives transactions of this branch will be conducted by the derivatives transaction trading system of the authorizing headquarters (regional system) in real time and the headquarters (regional headquarters) will be responsible for balance the transactions, conduct risk exposure management and control the risks in a centralized manner.

Where a foreign-funded financial institution intends to initiate the business of derivatives transactions in 2 or more branches in China, it shall submit via the headquarters of the foreign-funded legal person institution or primary reporting bank of foreign bank the application materials uniformly to the local institutions dispatched by the CBRC.

Section IV Initiation of Custody Business of Securities Investment as a Qualified Foreign Institutional Investor within the territory of China by Solely foreign-funded Bank, Equity Joint bank or Branch of Foreign Bank

Article 100

To initiate the custody business of securities investment within China as a qualified foreign institutional investor, an applicant shall meet the following conditions:

(1)

Having a specific fund custody department;

(2)

Having paid-up capital of no less than 8 billion RMB;

(3)

Having sufficient professionals who are familiar with the custody business;

(4)

Having the condition to be able to manage the entire assets of the fund safely;

(5)

Having the ability to liquidate and deliver safely and highly efficiently;

(6)

Having the qualifications for a designated foreign exchange bank and qualifications for engaging in RMB business;

(7)

Having no record of serious violation of provisions on foreign exchange management in the recent 3 years; and

(8)

A foreign bank may only initiate such business via any one of its branches within China and a solely foreign-funded bank or equity joint bank may only initiate such business via its headquarters.

A branch of a foreign commercial bank in China with 3 or more years of continuous operations within the territory China may apply for becoming a custodian, its paid-up capital shall be computed on the basis of the capital of its headquarters outside the territory of China ..

Article 101

An application for initiating the custody business of securities investment as a qualified foreign institutional investor within the territory of China shall be subject to the acceptance, preliminary examination of the local institution dispatched by the CBRC and examination and decision of the CBRC.

To apply for initiating the custody business of securities investment as a qualified foreign institutional investor within the territory of China, the applicant shall submit application materials to the local institution dispatched by the CBRC.

The local institution dispatched by the CBRC shall, within 20 days as of the acceptance date, submit the preliminary examination opinions and application materials to the CBRC, and shall simultaneously send a copy of the preliminary examination opinions to the institution dispatched by the CBRC at the next higher level. The CBRC shall make a decision of approval or disapproval within 3 months from the day when it receives a complete set of the application materials.

Article 102

To apply for initiating the custodian business of securities investment as a qualified foreign institutional investor within the territory of China, the applicant shall submit application materials in triplicate to the local institution dispatched by the CBRC:

(1)

An application (letter) signed by the person authorized by the headquarters of the applicant and addressed to the Chairman of the CBRC;

(2)

The detailed descriptions of the business to be initiated and the information about the necessary preparations for operate the business, which shall at least contain the operating rules, analyses of risks and proceeds, control measures, and equipment of professionals and computer system;

(3)

The recent 1-year annual statement of the applicant; and

(4)

Other materials as required by the CBRC.

Section 5 Initiation of Personal Financing Business by a Solely foreign-funded Bank, Equity Joint Bank or Branch of Foreign Bank

Article 103

Where a solely foreign-funded bank or equity joint bank or branch of a foreign bank intends to initiate the following personal financing businesses, it shall be subject to examination and approval:

(1)

A financing plan guaranteeing the proceeds;

(2)

A proceeds-guaranteeing new investment product which is designed for carrying out personal financing business; and

(3)

Other personal financing businesses which shall be subject to the approval of the CBRC.

Article 104

Where a solely foreign-funded bank, equity joint bank or branch of a foreign bank intends to apply for engaging in any personal financing business which shall be subject to approval, it shall meet the following conditions:

(1)

Having corresponding risk management system and internal control system;

(2)

Having senior management personnel and practitioners who have relevant working experience and knowledge;

(3)

Having effective market risk identification, measurement, monitoring and control system;

(4)

Having a good credit standing, and having met with no serious incident injuring the interests of customers within the latest two years; and

(5)

Other prudent conditions as prescribed by the CBRC.

Article 105

An application for initiating personal financing business shall be subject to the acceptance and preliminary examination of the local institution dispatched by the CBRC, and shall be subject to the examination and decision of the CBRC.

To apply for initiating personal financing business, an applicant shall submit application materials to the local institution dispatched by the CBRC.

The local institution dispatched by the CBRC shall, within 20 days as of the acceptance date, submit the preliminary examination opinions and application materials to the CBRC, and shall simultaneously send a copy of the preliminary examination opinions to the institution dispatched by the CBRC at the next higher level. The CBRC shall make a decision of approval or disapproval within 3 months from the day when it receives a complete set of the application materials.

Article 106

Where a solely foreign-funded bank or equity joint bank or branch of a foreign bank applies for engaging in any personal financing business which shall be subject to approval, it shall submit the following application materials in triplicate to the local institution dispatched by the CBRC:

(1)

An application document (letter) signed by the authorized person;

(2)

An introduction of the business under application, which shall contain the nature, targeted customer groups and relevant analysis and forecast of the business;

(3)

A business implementation plan, which shall contain the management system and main risks of the business under application, and the management measures to be taken accordingly;

(4)

The examination opinions of the pertinent internal departments; and

(5)

Other documents and materials as required by the CBRC.

Where a solely foreign-funded bank or equity joint bank intends to initiate personal financing business, it shall, via its headquarters, submit the application materials to the local institution dispatched by the CBRC. Where a foreign bank intends to initiate personal financing business in 2 or more branches within the territory of China, it shall, via the principal reporting bank, submit the application materials uniformly to the local institution dispatched by the CBRC.

Section 6 Foreign-funded Financial Institutions' Initiating Businesses Not Expressly Prescribed by These Measures

Article 107

The businesses which are not expressly provided for by these Measures and which a foreign-funded financial institution may include:

(1)

The other businesses outside the provision of Item (13) of Article 17 and Item (10) of Article 18 of the Regulation of the People's Republic of China on the Administration of Foreign-funded Financial Institutions, or increase new businesses variety which fall within the existing business scope but shall be subject to examination and approval; and

(2)

To apply the businesses that required by the CBRC to go through the archival filing formalities in the local institution dispatched by the CBRC.

Article 108

An application for initiating other businesses outside the provision of Item (13) of Article 17 and Item (10) of Article 18 of the Regulation of the People's Republic of China on the Administration of Foreign-funded Financial Institutions, or increase new businesses variety which fall within the existing business scope but shall be subject to examination and approval, shall be subject to the acceptance, preliminary examination of the local institution dispatched by the CBRC and examination and decision of the CBRC. An application for initiating any of the businesses which is required by the CBRC to go through archival filing formalities in the local institution dispatched by the CBRC shall be subject to the acceptance, examination and decision of the local institution dispatched by the CBRC.

To apply for initiating any of the other businesses outside the provision of Item (13) of Article 17 and Item (10) of Article 18 of the Regulation of the People's Republic of China on the Administration of Foreign-funded Financial Institutions, or increase new businesses variety which fall within the existing business scope but shall be subject to examination and approval, or to apply for initiating the businesses which shall be subject to archival filing formalities in the local institution dispatched by the CBRC, an applicant shall submit the application materials to the local institution dispatched by the CBRC.

The local institution dispatched by the CBRC shall, within 20 days from the day when it receives an application for initiating any of the other businesses outside the provision of Item (13) of Article 17 and Item (10) of Article 18 of the Regulation of the People's Republic of China on the Administration of Foreign-funded Financial Institutions, or any of the increasing new businesses variety which fall within the existing business scope but shall be subject to examination and approval, submit the preliminary examination opinions and application materials to the CBRC, and shall simultaneously send a copy of the preliminary examination opinions to the institution dispatched by the CBRC at the next higher level. The CBRC shall make a decision of approval or disapproval within 3 months from the day when it receives a complete set of application materials.

The local institution dispatched by the CBRC shall, within 3 months from the day when it receives an application for initiating the businesses that are required by the CBRC to go through the archival filing formalities in the local institution dispatched by the CBRC, make a reply of archival filing and shall simultaneously send a copy to the institution dispatched by the CBRC at the next higher level and the CBRC, respectively.

Article 109

To apply for initiating any of the other businesses outside the provision of Item (13) of Article 17 and Item (10) of Article 18 of the Regulation of the People's Republic of China on the Administration of Foreign-funded Financial Institutions, or increasing any of the new businesses variety which fall within the existing business scope but shall be subject to examination and approval, or to apply for initiating businesses which shall be subject to archival filing formalities in the local institution dispatched by the CBRC, an applicant shall submit the following application materials in triplicate to the local institution dispatched by the CBRC:

(1)

An application document (letter) signed by the person authorized by the headquarters of the foreign-funded financial institution;

(2)

The detailed descriptions of the business to be initiated and the information about the necessary preparations for operating the business, which shall at least contain the operating rules, analyses of risks and proceeds, control measures, and equipment of professionals and computer system; and

(3)

Other materials as required by the CBRC.

Where a foreign-funded financial institution intends to initiate new businesses variety in 2 or more branches within the territory of China, it shall, via the headquarters of foreign-funded legal person institution or the principal reporting bank of foreign bank, submit the application materials.

Chapter V Examination and Approval of Qualifications of Senior Managers

Section 1 Examination and Approval of Chairman of Board of Directors, President (General Manager) of a Foreign-funded Legal Person Institution

Article 110

The candidate of the chairman of board of directors or president (general manager) of a foreign-funded legal person institution shall satisfy the following conditions:

(1)

Being familiar with and abiding by Chinese laws and regulations on financial regulatory;

(2)

Having professional knowledge, working experience as well as organizing and management abilities that can meet the needs of the post he is to assume;

(3)

Having no bad record;

(4)

Having 10 or more years of financial work experience, or 15 or more years of experience related to economic work (among which there shall be 5 or more years of financial work experience), and having 3 or more years of experience of acting as a business department manager or a position equivalent to or superior than a business department manager;

(5)

Having a university diploma or higher; or if he doesn't have a university diploma, 6 or more years of financial work experience or 8 or more years of experience related to economic work (among which there shall be 4 or more years of financial work experience) shall be added accordingly; and

(6)

Other conditions as prescribed by the CBRC.

Article 111

A person, who is under any of the following circumstances, shall not take up the position of chairman of the board of directors or president (general manager) of a foreign-funded legal person institution:

(1)

Having any criminal record;

(2)

Having ever been punished severely for violating the law;

(3)

Being a person-in-charge mainly or directly liable for the bankruptcy, serious violation of rules, revocation of the financial business permit or the business license of the financial institution or any other enterprise (company), for which he works, and 5 years has not lapsed; or

(4)

Having ever caused heavy losses to the financial institution or any other enterprise (company), for which he works, during the previous 5 years.

Article 112

An application for the examination and approval of the qualifications of the candidate of the chairman of the board of directors or president (general manager) of a foreign-funded legal person institution shall be subject to the acceptance and preliminary examination of the local institution dispatched by the CBRC and subject to the examination and decision of the CBRC.

To apply for the examination and approval of the qualifications of the candidate of the chairman of the board of directors or president (general manager) of a foreign-funded legal person institution, the applicant shall submit the application materials to the local institution dispatched by the CBRC.

The local institution dispatched by the CBRC shall, within 20 days as of the acceptance date, submit the preliminary examination opinions and the application materials to the CBRC, and shall simultaneously send a copy to the institution dispatched by the CBRC at the next higher level. The CBRC may arrange an interview with the candidates from the day when it receives a complete set of application materials and shall, within 30 days, make a decision of approval or disapproval.

Article 113

Where a foreign-funded legal person institution applies for the examination and approval of qualifications of its candidate chairman of board of directors or president (general manager), shall submit the following application materials in triplicate to the local institution dispatched by the CBRC:

(1)

An application document (letter) signed by the person authorized by the applicant and addressed to the Chairman of the CBRC;

(2)

Resume of the candidate which is signed by the person authorized by the applicant;

(3)

Photocopies of the identification certification and educational background certification signed by the person authorized by the applicant;

(4)

If the articles of association of the foreign-funded legal person institution requires a meeting of the board of directors or general shareholders, it shall submit the meeting resolution of the board of directors or general shareholders;

(5)

A declaration of having bad record or having no bad record signed by the candidate; and

(6)

Other materials as required by the CBRC.

Section 2 Examination and Approval of the Vice Chairman of the Board of Directors, Vice President (Vice General Manager) of a Foreign-funded Legal Person Institution

Article 114

The candidate of the vice chairman of board of directors or vice president (vice general manager) of a foreign-funded legal person institution shall satisfy the following conditions:

(1)

Being familiar with and abiding by Chinese laws and regulations on financial regulatory;

(2)

Having professional knowledge, working experience as well as organizing and management abilities that can meet the needs of the position he is to assume;

(3)

Having no bad record;

(4)

Having 5 or more years of financial work experience, or 10 or more years of experience related to economic work (among which there shall be 3 or more years of financial work experience), and having 2 or more years of experience of acting as a business department manager or a position equivalent to or superior than a business department manager;

(5)

Having a university educational background or higher; or if he doesn't have a university educational background, 6 or more years of financial work experience or 8 or more years of experience related to economic work (among which there shall be 4 or more years financial work experience) shall be added accordingly; and

(6)

Other conditions as prescribed by the CBRC.

Article 115

A person, who is under any of the following circumstances, shall not take up the position of the vice chairman of the board of directors or vice president (vice general manager) of a foreign-funded legal person institution:

(1)

Having any criminal record;

(2)

Having ever been punished severely for violating the law;

(3)

Being a person-in-charge mainly or directly liable for the bankruptcy, serious violation of rules, revocation of the financial business permit or the business license of the financial institution or any other enterprise (company), for which he works, and 5 years has not lapsed; or

(4)

Having ever caused heavy losses to the financial institution or any other enterprise (company), for which he works, during the previous 5 years.

Article 116

An application for the examination and approval of the qualifications of the candidate of the vice chairman of the board of directors or vice president (vice general manager) of a foreign-funded legal person institution shall be subject to the acceptance, examination and decision of the local institution dispatched by the CBRC.

To apply for the examination and approval of the qualifications of the candidate of the vice chairman of the board of directors or vice president (vice general manager) of a foreign-funded legal person institution, the applicant shall submit application materials to the local institution dispatched by the CBRC.

The local institution dispatched by the CBRC shall arrange an interview with the candidate from the day when it accepts the application and shall, within 30 days, make a decision of approval or disapproval.

Article 117

Where a foreign-funded legal person institution applies for the examination and approval of qualifications of its candidate vice chairman of board of directors or vice president (vice general manager), it shall submit the following application materials in triplicate to the local institution dispatched by the CBRC:

(1)

An application document (letter) signed by the person authorized by the applicant and addressed to the Chairman of the CBRC;

(2)

A resume of the candidate which is signed by the person authorized by the applicant;

(3)

Photocopies of the identification certification and educational background certification of candidate signed by the person authorized by the applicant;

(4)

If the articles of association of the foreign-funded legal person institution requires a meeting of the board of directors or general shareholders, it shall submit the meeting resolution of the board of directors or of the general shareholders;

(5)

A declaration of having bad record or having no bad record signed by the candidate; and

(6)

Other materials as required by the CBRC.

Section 3 Archival Filing of Qualifications of Directors of Board of Directors, Assistant of President (General Manager), Chief Accountant, Chief Auditor, Senior Regulation Compliance Manager, Chief Business Supervisor, or of Any Other Senior Management Person of a Foreign-funded Legal Person Financial Institution Required by the CBRC to Go Through Archival Filing Formalities

Article 118

A candidate director of the board of directors, assistant of the president (general manager), chief accountant, chief auditor, senior regulation compliance manager, chief business supervisor, or any other senior managers of a foreign-funded legal person financial institution required by the CBRC to go through archival filing formalities shall meet the following conditions:

(1)

Being familiar and abiding by Chinese laws and regulations on financial regulatory;

(2)

Having professional knowledge, working experience as well as organizing and management abilities that can meet the needs of the position he is to assume;

(3)

Having no bad record; and

(4)

Other conditions as prescribed by the CBRC.

Article 119

A person, who is under any of the following circumstances, shall not take up the position of a director of the board of directors, assistant of the president (general manager), chief accountant, chief auditor, senior regulation compliance manager, chief business supervisor, or any other senior managers of a foreign-funded legal person financial institution required by the CBRC to go through the archival filing formalities:

(1)

Having any criminal record;

(2)

Having ever been punished severely for violating the law;

(3)

Being a person-in-charge mainly or directly liable for the bankruptcy, serious violation of rules, revocation of the financial business permit or the business license of the financial institution or any other enterprise (company), for which he works, and 5 years has not lapsed; or

(4)

Having ever caused heavy losses to the financial institution or any other enterprise (company), for which he works, during the previous 5 years.

Article 120

An application for the archival filing of the qualifications of candidate director of the board of directors, assistant of the president (general manager), chief accountant, chief auditor, senior regulation compliance manager, chief business supervisor, or any other senior management of a foreign-funded legal person financial institution required by the CBRC to go through archival filing formalities shall be subject to the acceptance, examination and decision of the local institution dispatched by the CBRC.

Where a foreign-funded legal person institution applies for the archival filing of the qualifications of candidate director of the board of directors, assistant of the president (general manager), chief accountant, chief auditor, senior regulation compliance manager, chief business supervisor, or any other senior managers of a foreign-funded legal person financial institution required by the CBRC to go through archival filing formalities, it shall submit application materials to the local institution dispatched by the CBRC.

The local institution dispatched by the CBRC shall make a reply of archival filing within 30 days as of the date of acceptance.

Article 121

Where a foreign-funded legal person institution applies for the archival filing of the qualifications of candidate director of the board of directors assistant of the president (general manager), chief accountant, chief auditor, senior regulation compliance manager, chief business supervisor, or any other senior management person required by the CBRC to go through the archival filing formalities, it shall submit an application materials to the local institution dispatched by the CBRC:

(1)

An authorization signed by the person authorized by the applicant;

(2)

A resume of the candidate signed by the person authorized by the applicant;

(3)

Photocopies of the identification certification and educational background certification of the candidate signed by the person authorized by the applicant;

(4)

A declaration of having bad record or having no bad record signed by the candidate; and

(5)

Other materials as required by the CBRC.

Section 4 Examination and Approval of Qualifications of Candidate President (General Manager) of a Branch of a Solely foreign-funded bank or Equity Joint Bank or Branch of a Foreign Bank

Article 122

A candidate president (general manager) of a branch of a solely foreign-funded bank or equity joint bank or branch of a foreign bank shall meet the following conditions:

(1)

Being familiar with and abiding by Chinese laws and regulations on financial regulatory;

(2)

Having professional knowledge, working experience as well as organizing and management abilities that can meet the needs of the position he is to assume;

(3)

Having no bad record;

(4)

Having 5 or more years of financial work experience, or 10 or more years of experience related to economic work (among which there shall be 3 or more years of financial work experience), and having 2 or more years of experience of acting as a business department manager or a position equivalent to or superior than a business department manager;

(5)

Having a university educational background or higher; or if he doesn't have a university educational background, 6 or more years of financial work experience or 8 or more years of experience related to economic work (among which there shall be 4 or more years financial work experience) shall be added accordingly; and

(6)

Other conditions as prescribed by the CBRC.

Article 123

A person, who is under any of the following circumstances, shall not take up the position of the president (general manager) of a branch of a solely foreign-funded bank or equity joint bank or branch of a foreign bank:

(1)

Having any criminal record;

(2)

Having ever been punished severely for violating the law;

(3)

Being person-in-charge for the bankruptcy, serious violation of rules, revocation of the financial business permit or the business license of the financial institution or any other enterprise (company), for which he works, and 5 years has not lapsed; or

(4)

Having ever caused heavy losses to the financial institution or any other enterprise (company), for which he works, during the previous 5 years.

Article 124

The examination and approval of the qualifications of the candidate president (general manager) of a solely foreign-funded bank or equity joint bank or branch of a foreign bank shall be classified into 2 circumstances, namely the examination and approval of the qualifications of the initial candidate president (general manager) of an institution to be established and the examination and approval of qualifications of the candidate president (general manager) to replace the former one.

Article 125

The qualifications of the initial candidate president (general manager) of an institution to be established shall be subject to the acceptance, examination and decision along with the application for the establishment of this institution.

Article 126

An application for the examination and approval of the qualifications of the candidate branch president (general manager) to replace the former one shall be subject to the acceptance, examination and decision of the local institution dispatched by the CBRC.

To go through the formalities for the examination and approval of the qualifications of the branch president (general manager) to replace the former one, the applicant shall submit application materials to the institution dispatched by the CBRC at the place where the branch of a solely foreign-funded or equity joint bank or branch of a foreign bank is located.

The local institution dispatched by the CBRC may, from the date of acceptance, arrange an interview with the candidate, and shall make a decision of approval or disapproval within 30 days.

Article 127

To apply for the examination and approval of the qualifications of the candidate branch president (general manager) to replace the former one, the applicant shall submit the following application materials in triplicate to the local institution dispatched by the CBRC:

(1)

An application document (letter) signed by the person authorized by the applicant and addressed to the person-in-charge of the institution dispatched by the CBRC;

(2)

An authorization to the candidate which is signed by the person authorized by the applicant;

(3)

A resume of the candidate which is signed by the person authorized by the applicant;

(4)

Photocopies of the identification certification and educational background certification of candidate signed by the person authorized by the applicant;

(5)

A declaration of having bad record or having no bad record signed by the candidate; and

(6)

Other materials as required by the CBRC.

Section 5 Examination and Approval of Qualifications of Candidate Vice President (Vice General Manager) of a Branch of a Solely foreign-funded or Equity Joint Bank or Branch of a Foreign Bank, or President of Sub-branch of a Solely foreign-funded or Equity Joint Bank or Sub-branch of Foreign Bank

Article 128

A candidate vice president (vice general manager) of a branch of a solely foreign-funded or equity joint bank or branch of a foreign bank, or candidate president of sub-branch of a solely foreign-funded or equity joint bank or sub-branch of foreign bank shall meet the following conditions:

(1)

Being familiar with and abiding by Chinese financial laws and regulations on financial regulatory;

(2)

Having professional knowledge, working experience as well as organizing and management abilities that can meet the needs of the position he is to assume;

(3)

Having no bad record;

(4)

Having 4 or more years of financial work experience, or 6 or more years of experience of related economic work (among which there shall be 2 or more years of financial work experience);

(5)

Having a university educational background or higher; or if he doesn't have a university educational background, 6 or more years of financial work experience or 8 or more years of experience related to economic work (among which there shall be 4 or more years financial work experience) shall be added accordingly; and

(6)

Other conditions as prescribed by the CBRC.

Article 129

A person, who is under any of the following circumstances, shall not take up the position of the vice president (vice general manager) of a branch of a solely foreign-funded or equity joint bank or branch of a foreign bank, or president of sub-branch of a solely foreign-funded or equity joint bank or sub-branch of a foreign bank:

(1)

Having any criminal record;

(2)

Having ever been punished severely for violating the law;

(3)

Being a person-in-charge mainly or directly liable for the bankruptcy, serious violation of rules, revocation of the financial business permit or the business license of the financial institution or any other enterprise (company), for which he works, and 5 years has not lapsed; or

(4)

Having ever caused heavy losses to the financial institution or any other enterprise (company), for which he works, during the previous 5 years.

Article 130

An application for the examination and approval of the qualifications of the candidate vice president (vice general manager) of a branch of a solely foreign-funded or equity joint bank or branch of a foreign bank, or of the candidate president of a sub-branch of a solely foreign-funded or equity joint bank or sub-branch of a foreign bank shall be subject to the acceptance, examination and decision of the institution dispatched by the CBRC at the place where the branch of a solely foreign-funded or equity joint bank or branch of a foreign bank or sub-branch of a solely foreign-funded or equity joint bank or sub-branch of a foreign bank is located.

To apply for the examination and approval of the qualifications of the candidate vice president (vice general manager) of a branch of a solely foreign-funded or equity joint bank or branch of a foreign bank, or of the candidate president of a sub-branch of a solely foreign-funded or equity joint bank or sub-branch of a foreign bank, the applicant shall submit application materials to the institution dispatched by the CBRC at the place where the candidate vice president (vice general manager) of a branch of a solely foreign-funded or equity joint bank or branch of a foreign bank, or of the candidate president of a sub-branch of a solely foreign-funded or equity joint bank or branch of a foreign bank, or sub-branch of a solely foreign-funded or equity joint bank or sub-branch of foreign bank is located.

The local institution dispatched by the CBRC may, from the date of acceptance, arrange an interview with the candidate, and shall make a decision of approval or disapproval within 30 days.

Article 131

To apply for the examination and approval of the qualifications of the candidate vice president (vice general manager) of a branch of a solely foreign-funded or equity joint bank or branch of a foreign bank, or of the candidate president of a sub-branch of a solely foreign-funded or equity joint bank or sub-branch of foreign bank, the applicant shall submit application materials in triplicate to the local institution dispatched by the CBRC:

(1)

An application document (letter) signed by the person authorized by the applicant and addressed to the person-in-charge of the institution dispatched by the CBRC;

(2)

An authorization to the candidate which is signed by the person authorized by the applicant;

(3)

A resume of the candidate which is signed by the person authorized by the applicant;

(4)

Photocopies of the identification certification and educational background certification of candidate signed by the person authorized by the applicant;

(5)

A declaration of having bad record or having no bad record signed by the candidate; and

(6)

Other materials as required by the CBRC.

Section 6 Archival Filing of Qualifications of Chief Accountant, Regulation Compliance Manager, Chief Business Supervisor or Any Other Senior Managers of a Branch of a Solely foreign-funded or Equity Joint bank or Branch of a Foreign Bank Required by the CBRC to Go through Archival Filing Formalities

Article 132

The candidate chief accountant, regulation compliance manager, chief business supervisor or any other senior managers of a branch of a solely foreign-funded or equity joint bank or branch of a foreign bank required by the CBRC to go through the archival filing formalities shall meet the following conditions:

(1)

Being familiar with and abiding by Chinese financial laws and regulations on financial regulatory;

(2)

Having professional knowledge, working experience as well as organizing and management abilities that can meet the needs of the position he is to assume;

(3)

Having no bad record; and

(4)

Other conditions as prescribed by the CBRC.

Article 133

A person, who is under any of the following circumstances, shall not assume the position of a chief accountant, regulation compliance manager, chief business supervisor or any other senior managers of a branch of a solely foreign-funded or equity joint bank or branch of a foreign bank required by the CBRC to go through archival filing formalities:

(1)

Having any criminal record;

(2)

Having ever been punished severely for violating the law;

(3)

Being a person-in-charge mainly or directly liable for the bankruptcy, serious violation of rules, revocation of the financial business permit or the business license of the financial institution or any other enterprise (company), for which he works, and 5 years has not lapsed; or

(4)

Having ever caused heavy losses to the financial institution or any other enterprise (company), for which he works, during the previous 5 years.

Article 134

An application for the archival filing of the qualifications of a chief accountant, regulation compliance manager, chief business supervisor or any other senior management of a branch of a solely foreign-funded or equity joint bank or branch of a foreign bank required by the CBRC to go through the archival filing formalities shall be subject to acceptance, examination and decision of institution dispatched by the CBRC.

To apply for the archival filing of a chief accountant, regulation compliance manager, chief business supervisor or any other senior management of a branch of a solely foreign-funded or equity joint bank or branch of a foreign bank required by the CBRC to go through the archival filing formalities, the applicant shall submit the application materials to the local institution dispatched by the CBRC.

The local institution dispatched by the CBRC shall make a reply on archival filing within 30 days as of the date of acceptance.

Article 135

To apply for the archival filing of a chief accountant, regulation compliance manager, chief business supervisor or any other senior management of a branch of a solely foreign-funded or equity joint bank or branch of a foreign bank required by the CBRC to go through the archival filing formalities, the applicant shall submit one copy of the local institution dispatched by the CBRC:

(1)

An authorization to the candidate which is signed by the person authorized by the applicant;

(2)

A resume of the candidate which is signed by the person authorized by the applicant;

(3)

Photocopies of the identification certification and educational background certification of candidate signed by the person authorized by the applicant;

(4)

A declaration of having bad record or having no bad record signed by the candidate; and

(5)

Other materials as required by the CBRC.

Section 7 Examination and Approval of Qualifications of General Representative of a Foreign-funded Financial Institution's Representative Office in China

Article 136

To assume the position of the general representative of foreign-funded financial institution's representative office in China, the candidate shall meet the following conditions:

(1)

)Having 5 or more years of experience of financial work or related economic work, and 3 or more years of experience of acting as a business department manager or a position equivalent to or superior than a business department manager;

(2)

Having a university educational background or higher; or if he doesn't have a university educational background, 6 or more years of experience of financial work or related economic work (among which there shall be 4 or more years financial work experience) shall be added accordingly; and

(3)

Other conditions as prescribed by the CBRC.

Article 137

An application for the examination and approval of the qualifications of the general representative of a foreign-funded financial institution's representative office in China shall be subject to the acceptance and preliminary examination of the local institution dispatched by the CBRC and the examination and decision of the CBRC.

To apply for the examination and approval of qualifications of the general representative of a foreign-funded financial institution's representative office in China, the applicant shall submit application materials to the local institution dispatched by the CBRC.

The local institution dispatched by the CBRC shall submit the preliminary examination opinions and application materials to the CBRC within 20 days as of the date of acceptance. The CBRC may arrange an interview with the candidate from the day when it receives a complete set of application materials, and shall make a decision of approval or disapproval within 30 days.

Article 138

To apply for the examination and approval of the qualifications of the candidate general representative of a foreign-funded institutions' representative office in China, the applicant shall submit the following application materials in triplicate to the institution dispatched by the CBRC:

(1)

An application document (letter) signed by the person authorized by the applicant and addressed to the person-in-charge of the institution dispatched by the CBRC;

(2)

An authorization to the candidate which is signed by the person authorized by the applicant;

(3)

A resume of the candidate which is signed by the person authorized by the applicant;

(4)

Photocopies of the identification certification and educational background certification of the candidate signed by the person authorized by the applicant;

(5)

A declaration of having bad record or having no bad record signed by the candidate; and

(6)

Other materials as required by the CBRC.

Section 8 Examination and Approval of Qualifications of the Chief Representative of a Foreign-funded Financial Institution's Representative Office in China

Article 139

To assume the position of the chief representative of a foreign-funded financial institution's representative office in China, the candidate shall meet the following conditions:

(1)

Having 3 or more years of experience of financial work or related economic work;

(2)

Having a university educational background or higher; or if he doesn't have a university educational background, 3 or more years of experience of financial work or related economic work (among which there shall be 4 or more years financial work experience) shall be added accordingly; and

(3)

Other conditions as prescribed by the CBRC.

Article 140

The examination and approval of qualifications of the candidate chief representative of foreign-funded financial institution's representative office in China shall be classified into 2 circumstances, namely the examination and approval of the qualifications of the initial candidate chief representative of a representative office to be established and the examination and approval of qualifications of the candidate chief representative to replace the former one.

Article 141

The qualifications of the initial candidate chief representative of a representative office to be established shall be subject to the acceptance, examination and decision along with the application for the establishment of the representative office.

Article 142

An application for the examination and approval of qualifications of the candidate chief representative of a foreign-funded financial institution's representative office in China to replace with former one shall be subject to the acceptance, examination and decision of the institution dispatched by the CBRC at the place where the foreign-funded financial institution's representative office in China is located.

To apply for the examination and approval of qualifications of the candidate chief representative of a foreign-funded financial institution's representative office in China to replace the former one, the applicant shall submit application materials to the institution dispatched by the CBRC at the place where the foreign-funded financial institution's representative office in China is located.

The institution dispatched by the CBRC of the place where the foreign-funded financial institution's representative office in China is located shall arrange an interview with the candidate from the date of acceptance and shall make a decision of approval or disapproval within 30 days.

Article 143

To apply for the examination and approval of the qualifications of the candidate chief representative of a foreign-funded financial institution's representative office in China, the applicant shall submit the following application materials in triplicate to the local institution dispatched by the CBRC:

(1)

An application document (letter) signed by the person authorized by the applicant and addressed to the person-in-charge of the institution dispatched by the CBRC;

(2)

An authorization to the candidate chief representative which is signed by the person authorized by the applicant

(3)

A resume of the candidate , Photocopies of the identification certification and educational background certification of the candidate, which is signed by the person authorized by the applicant;

(4)

A declaration of having bad record or having no bad record signed by the candidate; and

(5)

Other materials as required by the CBRC.

Chapter VI Termination of Institutions

Section 1 Voluntary Dissolution of a Foreign-funded Legal Person Institution

Article 144

A foreign-funded legal person institution, which is under any of the following circumstances, may dissolve itself voluntarily upon approval of the CBRC:

(1)

At the expiration of the term of business operation or on the occurrence of any other dissolution event as specified in the articles of association;

(2)

The shareholders' meeting or the meeting of the board of directors decides to dissolve it; or

(3)

It is necessary for it to dissolve itself due to merger or split-up.

Article 145

The application of a foreign-funded legal person institution for voluntary dissolution shall be subject to the acceptance and preliminary examination of the local institution dispatched by the CBRC and examination and decision of the CBRC.

Where a foreign-funded legal person institution applies for voluntary dissolution, it shall, no later than 30 days prior to winding up its business activity, submit application materials to the local institution dispatched by the CBRC.

The local institution dispatched by the CBRC shall, within 20 days from the acceptance date, submit the preliminary examination opinions and application materials to the CBRC, and shall simultaneously send a copy of preliminary examination opinions to the institution dispatched by the CBRC at the next higher level. The CBRC shall make a decision of approval or disapproval within 3 months from the day when it receives the complete set of application materials.

Article 146

Where a foreign-funded legal person institution applies for voluntary dissolution, it shall submit the following application materials to the local institution dispatched by the CBRC:

(1)

An application document (letter) which is signed by the chairman of the board of directors or president (chief executive officer or general manager) and which is addressed to the Chairman of the CBRC;

(2)

The dissolution resolution made by meeting of the shareholders or the board of directors;

(3)

A confirmation letter signed by the chairman of board of directors or president (chief executive officer or general manager) of each capital contributor for consenting to the voluntary dissolution of this institution; and

(4)

Other materials as required by the CBRC.

Section 2 Closedown of a Branch of a Foreign Bank or Branch of Solely foreign-funded Bank or Equity Joint Bank

Article 147

The application of a foreign bank, or solely foreign-funded or equity joint bank for closing down its branch within China shall be subject to the acceptance and preliminary examination of the institution dispatched by the CBRC at the place where the branch to be closed down is located and shall be subject to the examination and decision of the CBRC.

Where a foreign bank, or solely foreign-funded or equity joint bank applies for closing down any of its branches in China, it shall submit application materials to the institution dispatched by the CBRC at the place where the branch to be closed down is located.

The local institution dispatched by the CBRC shall, within 20 days from the date of acceptance submit the preliminary examination opinions and application materials to the CBRC, and shall simultaneously send a copy of the preliminary examination opinions to the institution dispatched by the CBRC at the next higher level. The CBRC shall make a decision of approval or disapproval within 3 months from the day when it receives the complete set of application materials.

Article 148

Where a foreign bank or solely foreign-funded or equity joint bank applies for closing down its branch within China, it shall submit the following application materials in triplicate to the institution dispatched by the CBRC at the place where the to-be-closed-down branch is located:

(1)

An application document (letter) signed by the chairman of board of directors or president (chief executive officer or general manager) of the agent and addressed to the Chairman of CBRC;

(2)

A resolution of the board of directors of the solely foreign-funded or equity joint bank on closing down the branch;

(3)

A foreign bank shall submit a document (letter) of the opinions on the application issued by the financial authority where it was registered;

(4)

Other materials as required by the CBRC.

Article 149

If a liquidated branch of a foreign bank files an application for drawing the interest-generating assets after it has settled all the debts, the application shall be subject to the acceptance, examination and decision of the institution dispatched by the CBRC at the place where the liquidated branch of foreign bank is located.

To apply for drawing the interest-generating assets, the applicant shall submit application materials to the institution dispatched by the CBRC at the place where the liquidated branch of foreign bank is located.

The local institution dispatched by the CBRC shall make a decision of approval or disapproval within 1 month from the date of acceptance.

Article 150

To apply for drawing the interest-generating assets, the applicant shall submit the following application materials in one set to the local institution dispatched by the CBRC:

(1)

An application document (letter) signed by the head of the liquidation group;

(2)

A liquidation report; and

(3)

Other materials as required by the CBRC.

Section 3 Closedown of a Foreign-funded Financial Institution's Representative Office in China

Article 151

The application of a foreign-funded financial institution for closing down its representative office within China shall be subject to the acceptance and preliminary examination of the institution dispatched by the CBRC at the place where the to-be-closed-down representative office is located and shall be subject to the examination and decision of the CBRC.

Where a foreign-funded financial institution applies for closing down its representative office in China, it shall submit application materials to the institution dispatched by the CBRC at the place where the representative office to be closed down is located.

The local institution dispatched by the CBRC shall, within 20 days from the date of acceptance submit the preliminary examination opinions and application materials to the CBRC, and shall simultaneously send a copy of the preliminary examination opinions to the institution dispatched by the CBRC at the next higher level. The CBRC shall make a decision of approval or disapproval within 3 months from the day when it receives the complete set of application materials.

Article 152

Where a foreign-funded financial institution applies for closing down its representative office in China, it shall submit an application document (letter) signed by the chairman of board of directors or president (chief executive officer or general manager) and addressed to the Chairman of the CBRC, as well as other materials in triplicate to the CBRC.

Section 4 A Foreign-funded Financial Institution's Application for Resuming Business Operations after Suspension of Business

Article 153

Where a foreign-funded financial institution is unable to discharge its mature debts, the CBRC may order it to suspend business and settle the debts within a specified time limit. If it restores the solvency during the aforesaid time limit and needs to resume its business operations, it shall file an application to the CBRC for resuming its business operations. If it fails to restore the solvency within the aforesaid time limit, it shall be liquidated.

Article 154

A foreign-funded financial institution's application for resuming business operations after business suspension shall be subject to the acceptance and preliminary examination of the local institution dispatched by the CBRC, and shall be subject to the examination and decision of the CBRC.

To apply for resuming business after business suspension, a foreign-funded financial institution shall submit application materials to the local institution dispatched by the CBRC.

The local institution dispatched by the CBRC shall, within 20 days from the date of acceptance, submit the preliminary examination opinions and application materials to the CBRC, and shall simultaneously send a copy of the preliminary examination opinions to the next higher institution dispatched by the CBRC. The CBRC shall make a decision of approval or disapproval within 3 month from the day when it receives a complete set of application materials.

Article 155

Where a foreign-funded financial institution applies for resuming its business operations after suspension of business, it shall submit the following application materials in triplicate to the local institution dispatched by the CBRC:

(1)

An application document (letter) signed by the chairman of the board of directors or president (chief executive officer or general manager) of the applicant;

(2)

Resolution of the board of directors of a foreign-funded legal person institution; and

(3)

Other Materials required by the CBRC.

Chapter VII Supplementary Provisions

Article 156

The term "day" as mentioned in these Measures refers to working day.

Article 157

The power to interpret these Measures shall remain with China Banking Regulatory Commission.

Article 158

These Measures shall come into force as of February 1, 2006.