Detailed Rules for the Implementation of the Regulations of the People’s Republic of China on the Administration of Foreign-invested Banks (4)
Source: CBRC View: 440 Date: 2011-05-16

Article 37 A foreign bank may file a preliminary application to the CBRC and submit the following application materials if it plans to change the name of any of its branch institutions within China due to merger or split-up.
(1) An application signed by the chairman or president (chief executive or general manager) of a foreign bank and addressed to the CBRC; and
(2) The merger or split-up license or approval as issued by the financial regulatory bureau of the country or region where the foreign bank is located.
The CBRC shall confirm the application by a signed letter after it receives a complete set of application materials.
The foreign bank shall, report it to the CBRC or to the institution dispatched by the CBRC to the place where the China-based branch institution of the foreign bank is located within 5 days after the formal merger or split-up, and the following materials (in duplicate) shall be submitted to the CBRC within 30 days:
(1) An application signed by the chairman or president (chief executive or general manager) of the applicant and addressed to the CBRC;
(2) An completed application form which is printed and distributed by the CBRC
(3) The articles of association of the applicant;
(4) The organizational structure, name list of the members of the board of directors and the major shareholders of the applicant;
(5) The guarantee signed by the chairman or president (chief executive or general manager) to undertake the taxes and debts of the branch within China;
(6) The applicant’s unified financial statements;
(7) The resumes, copies of the identity card and the academic credentials of the president (general manager) of the applicant’s branch within the territory of China;
(8) An authorization to the president (general manager) or chief executive of the China-based branch signed by the chairman or president (chief executive or general manager) of the applicant or by its authorized person;
(9) A copy of the business license or of other financial business permit, and the license or approval of the adjustment of the foreign bank, which is issued by the financial regulatory authority of the country or region where the applicant is located; and
(10) Other materials as requested by the CBRC.
The foreign bank shall send a copy to the institution dispatched by the CBRC to the place where its branch institution within China is located when it submits to the CBRC the preliminary application and formal application materials for modification.
The CBRC shall make a decision of approval or disapproval of the modification and present a written notice to the applicant within 3 months after it receives a complete set of the application materials. It shall make an explanation if it makes a decision of disapproval.

Article 38 A foreign bank shall submit the following application materials (in duplicate) to the CBRC when applies for modifying the name of any branch institution within China, and simultaneously a copy shall be sent to the institution dispatched by the CBRC to the place where the China-based branch institution of the foreign bank is located:
(1) An application signed by the chairman of the board of directors or president (chief executive or general manager) of the applicant and addressed to the Chairman of the CBRC;
(2) Copies of the business license or any other financial business permit after the name is changed and the name modification approval which is issued by the financial regulatory authority of the country or region where the foreign bank is located; and
(3) Other materials as requested by the CBRC.
The CBRC shall make a decision of approval or disapproval of the modification and present a written notice to the applicant within 3 months after it receives a complete set of the application materials. It shall make an explanation if it makes a decision of disapproval.

Article 39 The registered capital or operating capital and business scope of a post-merger or post-split-up business institution of a foreign-invested bank shall be subject to a new approval of the CBRC.

Article 40 A solely foreign-invested bank or Chinese-foreign equity joint bank shall submit an application (in duplicate) signed by the chairman of the board of directors or president (chief executive or general manager) and addressed to the CBRC when it plans to modify its name, and a copy shall be a copy shall be sent to the institution dispatched to the place where its headquarters is located simultaneously.
The CBRC shall make a decision of approval or disapproval of the modification and present a written notice to the applicant within 3 months after it receives a complete set of the application materials. It shall make an explanation if it makes a decision of disapproval.

Article 41 A business institution or any of the branch institutions of a foreign-invested banks shall submit the application materials to the local institution dispatched by the CBRC when it plans to change its business place within the same city, or where a representative office of a foreign bank plans to change its office within the same place.
(1) An application signed by the chairman or president (chief executive or general manager) of the solely foreign-invested bank or Chinese-foreign equity joint bank or president (general manager) of the branch of the foreign bank or chief representative of the representative office and addressed to the local institution dispatched by the CBRC;
(2) A copy of the letter of intention to rent or buy the business place or office, in which the foreign-invested bank plans to move; and
(3) Other materials as requested by the CBRC.
The local institution dispatched by the CBRC shall examine the business place, to which the business institution or branch institution of the foreign-invested bank plans to change. It shall issue the aforesaid business institution or branch institution a document of opinions on passing the check if the business place passes the check. It shall make an explanation if it cannot pass the check. The business institution of a foreign-invested bank may apply to the local institution dispatched by the CBRC for a recheck within 10 days after it receives a notice of failure to pass the check.
The local institution dispatched by the CBRC shall make a decision of approval or disapproval of the change of business place or office, and present a written notice to the applicant within 3 months after it receives a complete set of the application materials, and simultaneously a copy shall be sent to the CBRC level by level. It shall make an explanation if it makes a decision of disapproval.
Before a foreign-invested bank gets a business place or office modification approval from the local institution dispatched by the CBRC, it shall not move in a new business place or office.

Article 42 The articles of association shall be revised within 1 year after the said item is changed when any of the items as listed in the articles of association of a solely foreign-invested bank or Chinese-foreign equity joint bank is changed. The applicant shall submit the following application materials (in duplicate) to the local banking regulatory bureau in order to apply for revising the articles of association, and a copy shall be sent to the local institution dispatched by the CBRC simultaneously:
(1) An application signed by the chairman of the board of directors or president (chief executive or general manager) of the applicant and addressed to the Chairman of the CBRC;
(2) A resolution of the general meeting of shareholders or board of directors of the applicant;
(3) The original articles of association and the draft of the new article of association of the applicant;
(4) A table of comparison of the adjustment between the original articles of association and the draft of the new articles of association;
(5) A legal advice issued by a law firm lawfully established within China about the draft of the new articles of association; and
(6) Other materials as requested by the CBRC.
The local banking regulatory bureau shall, submit the application materials and the examination opinions to the CBRC within 20 days after it receives a complete set of the application materials.
The CBRC shall make a decision of approval or disapproval of the revising the articles of association and present a written notice to the applicant within 3 months after it receives a complete set of the application materials. It shall make an explanation if it makes a decision of disapproval.

Article 43 A business institution of a foreign bank shall file an application to the local institution dispatched by the CBRC, make an explanation and present an account of the arrangements during the period of temporary stop of business when it plans to temporarily stop its business for not less than 3 days but not more than 6 months.
The local institution dispatched by the CBRC shall make an approval or disapproval of the temporary stop of business within 10 days after it receives from the business institution of a foreign-invested bank an application for the temporary stop of business. It shall make an explanation if it makes a decision of disapproval.
Upon approval of temporary stop of business, a business institution of a foreign bank shall make an announcement outside its business place.

Article 44 The institution shall resume its business after the approved period of temporary stop of business expires, or after the reason for temporary stop of business disappears. The original applicant, within 5 days after it resumes its business, shall submit a report to the local institution dispatched by the CBRC. The applicant shall not resume its business until it has submitted to the local institution dispatched by the CBRC a copy of the letter of intent to rent or purchase the business place as well as the photocopies of the safety and fire prevention conformity certificates if its business place is rebuilt.
A new application shall be filed under Article 43 of the present Detailed Rules if it is necessary to extend the period of temporary stop of business.

Article 45 The modification shall be made in accordance with the provisions concerning the administration of financial permits when it is necessary to modify the financial permit of a business institution of a foreign-invested bank under any of the circumstances as mentioned in Article 27 of this Regulations.
The business institution of the foreign-invested bank shall submit to the local institution dispatched by the CBRC a capital verification certification issued by a qualified accounting firm lawfully established within China if capital verification is requested. If it is necessary to check, the institution dispatched by the CBRC to the place where the business institution of the foreign-invested bank is located shall do so.
Upon the strength of the approval document of the CBRC, the business institution of the foreign-invested bank shall go through the registration modification procedures in the administrative department for industry and commerce so as to fetch a new business license and hand back the former one.
A business institution of a foreign-invested bank shall make an announcement on a national newspaper as designated by the CBRC and on a local newspaper as designated by the local institution dispatched by the CBRC when it is under any of the circumstances as specified in Items (1) through (3) of Article 27 of the Regulations. The announcement shallㄛ,within 30 days, be completed after the business license becomes valid.

Article 46 Any representative office of a foreign bank shall make an announcement on a local newspaper as designated by the local institution dispatched by the CBRC after it has gone through the procedures for modifying the industrial and commercial registration when it changes its name, office or any other item.


 

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