Measures for the Administration of Finance Companies of Enterprise Groups

Measures for the Administration of Finance Companies of Enterprise Groups In order to standardize the behaviors of finance companies of enterprise groups (hereinafter referred to as finance companies) and promote the development of finance companies, the People's Bank of China has formulated these measures in accordance with the Company Law of People's Republic of China (PRC) and the Law of the People's Bank of China (Order [2000] No.3 of the People's Bank of China). Promulgated and implemented in 2000.

September 2004 1, revised by CBRC.

65438+On February 28th, 2006, the 55th Chairman's Meeting of China Banking Regulatory Commission adopted the Decision of China Banking Regulatory Commission on Modification. These Measures shall come into force as of the date of promulgation.

In June 5438 +20221October, China Banking Regulatory Commission revised and promulgated the Measures for the Administration of Finance Companies of Enterprise Groups, which came into effect on June 65438+10/October 65438+March 2022. ? [5]

(A) the new main content

1. From the point of view of the group company, since the finance company is a special financial institution, its business scope and service objects are strictly defined, and most of its business is related transactions, lacking the risk dispersion mechanism, and its safe operation depends on the support of the parent company, the new method increases the responsibility of the parent company. First, it not only increases the clear definition of enterprise groups, but also requires the minimum registered capital of enterprise groups applying for the establishment of financial companies, and requires the corporate governance structure of group companies to be perfect, with no bad credit records and improper related transactions in the past three years. The second is to write the obligations of the parent company into the Measures. The new method requires the parent company to increase the corresponding capital according to the actual needs of solving the payment difficulties when the financial company has payment difficulties, and is obliged to take necessary actions, including organizing liquidation, when the financial company withdraws from the market. In addition, the Measures also require the board of directors of the group company to make a written commitment to relevant obligations, which is also a special provision to ensure the stable operation of the financial company and protect the legitimate rights and interests of customers.

2. From the perspective of financial companies, the new approach lowers the entry threshold, but emphasizes the principle of prudent operation. First, the documents that should be submitted by a finance company to apply for business start-up include "information on employees who intend to engage in risk management and centralized fund management" and "the company's business policy and plan". Second, financial companies are allowed to set up branches and representative offices, and the conditions and procedures for setting up branches and representative offices are stipulated in principle. The new Measures take into account the reasonable business needs of financial companies and allow financial companies that meet certain conditions to set up branches. Branches can only be branches or representative offices. Branches can only conduct business within the scope authorized by the parent company, and cannot engage in high-risk business such as guarantee and securities investment. Representative offices can only engage in non-operating business such as market research and debt collection. Third, according to the principle of classified supervision, the new "Measures" increase access restrictions for some businesses with relatively high risks and high requirements for company management ability, and set strict supervision indicators to restrain the business behavior of financial companies and urge them to focus on the business areas of centralized fund management. The fourth is to further clarify the obligations of financial companies and improve the construction of internal control system, the establishment of internal institutions and the responsibilities of the board of directors. In particular, in the annual submission of materials, the list of member units of the enterprise group and the operation of the group in the previous year and related data have been added. It also stipulates that financial companies should report to the CBRC before conducting business with new members, and report when member units leave the original group, and put forward specific treatment plans for the remaining business. Fifth, specific regulations on directors and senior managers of the company before and after taking office have been added, stipulating that directors and senior managers of the company have the obligation to perform their duties when a financial company is taken over, reorganized or revoked.

3. From the perspective of regulators, the new approach fully embodies the new concept of CBRC to strengthen risk supervision and support the development of enterprise groups. Strictly control all aspects such as market access, business access and market access for employees. In the examination and approval work, we should not only look at the financial indicators, but also focus on examining the "software" such as the credit record of the parent company, the risk prevention arrangement of the proposed financial company, the qualifications of the proposed senior managers, and the quality of key positions. In terms of corporate business, the new approach puts forward corresponding regulatory indicators and regulations for new business activities of financial companies on the basis of years of regulatory practice, which will play an important role in preventing financial risks. In terms of group companies, in order to ensure the prudent operation of financial companies and protect the legitimate rights and interests of customers, the new Measures focus on increasing the attention of group companies, and strengthen the risk judgment of financial companies by requiring them to provide the operating conditions of group companies. At the same time, the new Measures also allow foreign-invested enterprises to set up financial companies and provide financial support for the enterprises they invest in. In addition to defining foreign-invested companies, the conditions for applying for the establishment of financial companies are also clearly defined.

(2) The main contents of the new revision

1. From the perspective of market positioning, the new Measures position financial companies as "non-bank financial institutions that provide financial management services for members of enterprise groups for the purpose of strengthening centralized management of enterprise groups' funds and improving the efficiency of fund use", define the basic nature and functions of financial companies, create conditions for enterprise groups to strengthen group fund management, improve the efficiency of fund use and operate in compliance with laws and regulations, and lay a solid foundation for the sustained and steady development of financial companies. This orientation also dilutes the original laws and regulations that emphasize the industry characteristics of manufacturing industrial enterprises, so that other industries, including foreign capital and circulation industries, can use financial companies as financial institutions to support the development of enterprise groups.

2. From the perspective of market access, the new "Measures" can be said to greatly reduce the access standards to a certain extent, which is conducive to more enterprise groups to set up financial companies. For example, on the standard of setting up a financial company, the total assets of the original consolidated accounting member units will be reduced from not less than 8 billion yuan to 5 billion yuan; "The total annual operating income for three consecutive years is not less than 6 billion yuan" is amended as "the annual operating income for two consecutive years is equivalent to not less than 4 billion yuan"; At the same time, the establishment period of the parent company will be relaxed from 3 years to 2 years. But on the other hand, it also imposes stricter restrictions on the application of group companies to set up financial companies. For example, the requirement that the registered capital of the group company should be no less than 800 million yuan in the year before the application is changed to "no illegal acts in three years and no bad credit record in the last three years", which embodies the business philosophy and requirements of prudent operation and honest operation.

3. From the perspective of business scope, the new Measures adjust the business scope from the market positioning of financial companies. All businesses that strengthen centralized management of funds and provide financial support to customers are basically allowed to be carried out. At the same time, it also cancelled the business unrelated to the positioning of financial companies. If the fixed deposit of a member company for more than 3 months is changed to "deposit of a member company", the "equity investment business of a member company" and "overseas foreign exchange borrowing business" are deleted. In addition, according to the principle of classified supervision, in addition to the basic business needs, businesses that require high risk management ability and comprehensive strength of the company, such as securities investment business access, have been strictly examined by the regulatory authorities, which also reflects the requirements of supervision in terms of incentive mechanism and prudence.

4. From the perspective of risk control, the new approach has strengthened the risk control in all aspects of financial companies. As far as the finance company itself is concerned, it has revised the requirements for the ratio of assets to liabilities, limited the ratio of guarantee to short-term securities investment, stipulated that "the balance of guarantee shall not be higher than the total capital", "the proportion of short-term securities investment in registered capital shall not be higher than 40%", and cancelled "the proportion of long-term liabilities over one year to total liabilities shall not be lower than 50%" and "the balance of all liabilities outside the group shall not be higher than all members in the group". "The equity investment in a single enterprise shall not exceed 50% of the registered capital of the enterprise" and so on.

Development direction editor? broadcast

(1) Repositioning the market and functional allocation, and doing a good job in financial services.

The repositioning of financial companies in the new Measures determines the basic nature and functions of financial companies. Finance companies should take cooperation and promote the development of enterprise groups as the main purpose, and play a greater role in reducing the cost of group funds and centralized management of funds. First, by providing distinctive financial services, we can improve the efficiency of capital use, realize the good allocation of funds within the group, give full play to the functions of financing center and settlement center, support the development of group member enterprises, cultivate the group's financial functions, and enhance the group's financial operation ability and comprehensive strength. Second, with capital as the link and service as the means, the enterprises in the group will be further closely gathered together to enhance the cohesion and centripetal force of the group and strengthen the control ability of the group. Third, taking advantage of its own financial means and financial services, while doing a good job in traditional intermediary business and agency business, we will strive to explore a number of businesses such as insurance agency, agency bookkeeping, housing provident fund, endowment insurance and other special funds entrusted management, and strengthen support for the Group's capital needs.

(2) Establish a new institutional model and broaden financing channels.

Financing is the foundation of the establishment and development of financial companies. In a sense, financing channels determine the amount of financing, so financing channels bear the brunt of the development of financial companies. The new "Measures" broke through the restriction that the shareholding outside the group should not be higher than 40% in the system construction of financial companies, and pointed out the direction for financial companies to further improve the corporate governance structure and carry out institutional innovation. On the basis of establishing and perfecting the corporate governance structure in line with the market, financial companies should seize the favorable conditions of China's accession to the WTO and the favorable provisions of the new measures, adapt to the new trend of the integration of industry and finance in the world, and strive to achieve institutional innovation. Financial companies can absorb the shares outside the group to a greater extent, without being bound by the old management methods, and actively choose large enterprises, other financial companies, foreign-funded financial institutions, commercial banks, investment banks, insurance companies and securities companies outside the group. As partners, with capital as the link, change competition into mutual cooperation. While enhancing the Group's operating advantages, it will gain the full support of other financial institutions for the Group's development. In the process of system innovation, financial companies of different sizes should choose different specific schemes. For example, large financial companies should downplay the "internal bank" model, and aim at group financial holding companies or industrial banks. Small financial companies can form larger industrial financial companies through horizontal integration, and financial companies that meet the relevant national conditions should also strive to gain new development momentum through listing at home and abroad.

(C) establish a sound business philosophy, improve the construction of internal control

In view of the increasingly prominent potential financial risks of financial companies, a prominent feature of the new Measures is that it embodies the concept of prudent operation in many places, which not only requires financial companies to conduct prudent operation and risk control in terms of applicant conditions, institutional market access, business access and employee market access, but also puts forward relevant requirements for group companies. Therefore, strengthening risk awareness, strengthening risk prevention and establishing a sound internal risk control system are prerequisites for the stable development of financial companies in the future. A financial company shall establish a scientific and effective decision-making management organization, improve the corporate governance structure, improve the shareholders' meeting, the board of directors, the board of supervisors and the management organization, clarify their respective responsibilities and authorities, and give full play to their functions. First, establish decision-making bodies such as the Credit Review Committee and effective rules of procedure to ensure the scientific, democratic and accurate business decisions and the authority of opinions and suggestions. The highest decision-making body of a financial company is fully responsible for the internal control of the whole system, and should fully understand the problems existing in the internal control and make timely supplements and improvements, and take the internal control status as an important criterion for evaluating the effectiveness of the management. Second, it is necessary to establish and improve the internal authorization system, formulate standardized business processes and assessment mechanisms, improve relevant files, and ensure the implementation of authorization operations from the system. Third, give full play to the role of the risk management department and conduct risk assessment on the company's business policy, main business and internal management system. Fourth, to play the role of the internal audit department, the internal audit work should be responsible to the board of directors and maintain relative independence. For smaller financial companies with fewer personnel, there is no need to set up a special internal audit department, but the internal audit department of the group should be responsible for the internal audit of the financial company.

(D) the implementation of scientific human resources management strategy, the road of high quality development.

The new "Measures" put forward new requirements for the quality of personnel, especially those engaged in risk management, centralized fund management and securities investment, which made the position and role of human capital in the value creation of financial companies increasingly prominent. Therefore, financial companies must focus on the long-term development of enterprises and the need to participate in the WTO competition, implement scientific human resource management strategies, adhere to the principle of paying equal attention to training and absorption, and build a team of financial services and management talents with reasonable structure, high level, compound and export-oriented, so as to provide intellectual support and cadre preparation for the new round of development of financial companies: First, we must firmly establish the people-oriented business philosophy and appoint talents in an eclectic manner. Second, it is necessary to establish a talent evaluation mechanism and a talent incentive mechanism to deepen the reform of the personnel cadre system. Third, reform the distribution system and actively implement measures such as annual salary system and option system when conditions are ripe. Fourth, increase the intensity, breadth and depth of staff training, and strengthen the introduction of high-quality backbone talents.

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