Measures for Pilot Projects for Securities Investment in China by Renminbi Qualified Foreign Institutional Investors
人民币合格境外机构投资者境内证券投资试点办法
CSRC relaxes RQFII qualifications.
(Promulgated by the China Securities Regulatory Commission, the People's Bank of China and the State Administration of Foreign Exchange on, and effective as of, March 1 2013.)
(中国证券监督管理委员会、中国人民银行、国家外汇管理局于二零一三年三月一日公布施行。)
Order of the CSRC No.90
Article 1: These Measures have been formulated pursuant to relevant laws and administrative regulations in order to regulate securities investment in China by renminbi qualified foreign institutional investors, promote the development of the securities market and protect the lawful rights and interests of investors.
Article 2: For the purposes of these Measures, the term “renminbi qualified foreign institutional investor” (RQFII) means a foreign legal person that has been approved by the China Securities Regulatory Commission (the CSRC), that has secured an investment limit approved by the State Administration of Foreign Exchange (SAFE) and that uses renminbi funds sourced abroad to invest in securities in China.
Article 3: The CSRC shall regulate the securities investments in China of RQFIIs in accordance with the law, the People's Bank of China (the PBOC) shall exercise administration in accordance with the law over the renminbi bank accounts opened in China by RQFIIs, SAFE shall exercise administration in accordance with the law over the investment limits of RQFIIs, and the PBOC together with SAFE shall, in accordance with the law, monitor and exercise administration over the outward and inward remittance of funds of RQFIIs.
证监会令第90号
Article 4: If an RQFII wishes to take part in securities investment in China, it shall appoint a commercial bank in China with qualifications to act as custodian for qualified foreign institutional investors to be responsible for the custody of its assets and appoint (a) securities company/companies in China to trade securities on its behalf.
An RQFII may appoint an asset management institution to manage its securities investments in China.
第一条 为规范人民币合格境外机构投资者在境内进行证券投资的行为，促进证券市场发展，保护投资者合法权益，根据有关法律和行政法规，制定本办法。
Article 5: To apply for the qualifications as an RQFII, the following conditions shall be satisfied:
第二条 本办法所称人民币合格境外机构投资者（以下简称人民币合格投资者），是指经中国证券监督管理委员会（以下简称中国证监会）批准，并取得国家外汇管理局（以下简称国家外汇局）批准的投资额度，运用来自境外的人民币资金进行境内证券投资的境外法人。
(1) having stable finances, a good credit rating and having a place of registration, business qualifications, etc. complying with CSRC provisions;
(2) its corporate governance and internal controls being effective and its professional personnel satisfying relevant requirements of the residing country or region in respect of professional qualifications;
第三条 中国证监会依法对人民币合格投资者的境内证券投资实施监督管理，中国人民银行（以下简称人民银行）依法对人民币合格投资者在境内开立人民币银行账户进行管理，国家外汇局依法对人民币合格投资者的投资额度实施管理,人民银行会同国家外汇局依法对人民币合格投资者的资金汇出入进行监测和管理。
(3) operating in a compliant manner and not having been subjected to major penalties by the regulator in the residing place in the past three years or since establishment; and
(4) other conditions as specified by the CSRC based on prudential regulatory principles.
第四条 人民币合格投资者开展境内证券投资业务，应当委托具有合格境外机构投资者托管人资格的境内商业银行负责资产托管业务，委托境内证券公司代理买卖证券。
Article 6: The CSRC will review the RQFII's qualifications for securities investment in China and render its decision on whether to grant or withhold approval within 60 days from the date of receipt of the complete set of application documents. If it decides to grant approval, it will issue a written official reply and a securities investment business permit; or if it decides to withhold approval, it will notify the applicant thereof in writing.
Article 7: An RQFII that has secured the qualifications for securities investment in China shall apply to SAFE for an investment limit on the strength of the following materials:
人民币合格投资者可以委托境内资产管理机构进行境内证券投资管理。
(1) an application report, including the basic particulars of the applicant, an account of the source of the funds, the plan for securities investment in China, etc.;
(2) a photocopy of the securities investment business permit issued by the CSRC;
第五条 申请人民币合格投资者资格，应当具备下列条件：
(3) a notarised copy of the power of attorney for the custodian in China; and
(4) other materials as requested by SAFE.
（一）财务稳健，资信良好，注册地、业务资格等符合中国证监会的规定；
SAFE will render its decision on whether to grant or withhold approval within 60 days from the date on which it received the complete set of application documents from the RQFII. If it decides to grant approval, it will issue a written official reply and a registration certificate; or if it decides to withhold approval, it will notify the applicant in writing.
Article 8: The custodian in China of an RQFII shall perform the following duties:
（二）公司治理和内部控制有效，从业人员符合所在国家或地区的有关从业资格要求；
(1) keeping securely all the RQFII's assets placed in its custody;
(2) monitoring the RQFII's securities investment operations in China;
（三）经营行为规范，最近3年或者自成立起未受到所在地监管部门的重大处罚；
(3) carrying out matters for the RQFII such as the outward and inward remittance of funds;
(4) reporting statistics on international receipts and payments in accordance with provisions;
（四）中国证监会根据审慎监管原则规定的其他条件。
(5) submitting relevant business reports and statements to the CSRC, PBOC and SAFE; and
(6) other duties as specified by the CSRC, PBOC and SAFE in accordance with prudential regulatory principles.
第六条 中国证监会对人民币合格投资者的境内证券投资业务资格进行审核，自收到完整的申请文件之日起60日内作出批准或者不予批准的决定。决定批准的，作出书面批复并颁发证券投资业务许可证；决定不批准的，书面通知申请人。
Article 9: When an RQFII invests in renminbi financial instruments within its approved investment limit, it shall comply with relevant regulatory requirements. The CSRC and PBOC may, based on macro management requirements and the development of the pilot projects, specify and revise overall investment percentages and products.
When an RQFII invests in the interbank bond market, it shall handle matters in accordance with relevant PBOC provisions.
第七条 取得境内证券投资业务资格的人民币合格投资者应当持下列材料向国家外汇局申请投资额度：
Article 10: When an RQFII participates in a pilot project for securities investment in China, it shall comply with Chinese laws and regulations on shareholding percentages, information disclosure, etc. and the requirements of other relevant regulatory rules.
An RQFII shall submit information on the outward and inward remittance of renminbi funds etc. to the PBOC information management system for cross-border renminbi receipts and payments through its custodian in China in accordance with PBOC provisions.
（一）申请报告，包括申请人基本情况、资金来源说明、境内证券投资计划等；
Article 11: An RQFII shall carry out the procedures for the outward and inward remittance of funds in accordance with relevant requirements on the administration of investment limits.
An RQFII may outwardly remit the principal and investment returns either in renminbi or by purchasing foreign exchange.
（二）中国证监会颁发的证券投资业务许可证复印件；
Article 12: The CSRC, PBOC and SAFE may, in accordance with the law, require organisations such as an RQFII, custodian in China or securities company to provide relevant information on the RQFII, and conduct necessary inquiries and inspections.
Article 13: An RQFII shall report to the CSRC, PBOC and SAFE within five working days if:
（三）经公证的对境内托管人的授权委托书；
(1) it changes its custodian in China;
(2) it changes the person in charge of the institution;
（四）国家外汇局要求提供的其他材料。
(3) it adjusts its equity structure;
(4) it adjusts its registered capital;
国家外汇局自收到人民币合格投资者完整的申请文件之日起60日内作出批准或者不予批准的决定。决定批准的，作出书面批复并颁发登记证；决定不批准的，书面通知申请人。
(5) it absorbs another institution in a merger;
(6) it is involved in a material legal action or other material event;
第八条 人民币合格投资者的境内托管人应当履行下列职责：
(7) it is subjected to a major penalty abroad; or
(8) another circumstance as specified by the CSRC, PBOC or SAFE arises.
（一）保管人民币合格投资者托管的全部资产；
Article 14: An RQFII shall apply for and secure a new securities investment business permit if:
(1) it changes its name;
（二）监督人民币合格投资者的境内证券投资运作；
(2) it is absorbed by another institution in a merger; or
(3) another circumstance as determined by the CSRC or SAFE arises.
（三）办理人民币合格投资者资金汇出入等相关业务；
When it is applying for a new securities investment business permit, the RQFII may continue to invest in securities, unless the CSRC determines in accordance with prudential regulatory requirements that it needs to suspend such investments.
Article 15: An RQFII shall return its securities investment business permit and foreign exchange registration certificate to the respective issuers if:
（四）按照规定进行国际收支统计申报；
(1) it fails to apply to SAFE for an investment limit within one year after securing its securities investment business permit;
(2) it is dissolved, enters bankruptcy procedures or goes into receivership; or
（五）向中国证监会、人民银行和国家外汇局报送相关业务报告和报表；
(3) another circumstance as determined by the CSRC, PBOC or SAFE arises.
Article 16: If an RQFII or its custodian in China commits a violation of laws or regulations in the course of a pilot project for securities investment in China, the CSRC, PBOC and SAFE may, in accordance with the law, take the appropriate regulatory measures and impose the appropriate administrative penalties.
（六）中国证监会、人民银行和国家外汇局根据审慎监管原则规定的其他职责。
Article 17: These Measures shall be effective as of the date of promulgation. The Measures for Pilot Projects for Securities Investment in China by the Renminbi Qualified Foreign Institutional Investors of Fund Management Companies and Securities Companies (Order of the CSRC No.76) promulgated on December 16 2011 shall be repealed simultaneously.
clp reference:3700/13.03.01(1)prc reference:证监会令第90号promulgated:2013-03-01effective:2013-03-01This premium content is reserved for
China Law & Practice Subscribers.
A Premium Subscription Provides:
- A database of over 3,000 essential documents including key PRC legislation translated into English
- A choice of newsletters to alert you to changes affecting your business including sector specific updates
- Premium access to the mobile optimized site for timely analysis that guides you through China's ever-changing business environment
Already a subscriber? Log In Now