Notice of the General Office of the China Banking Regulatory Commission on Regulating the Matters concerning the Reporting by Shareholders of Commercial Banks

• Document Number：No. 49 [2018] of the China Banking Regulatory Commission
• Area of Law： Banking & Finance
• Level of Authority： Departmental Regulatory Documents
• Date issued：02-28-2018
• Effective Date：02-28-2018
• Status： Effective
• Issuing Authority： China Banking Regulatory Commission

Notice of the General Office of the China Banking Regulatory Commission on Regulating the Matters concerning the Reporting by Shareholders of Commercial Banks
(No. 49 [2018] of the China Banking Regulatory Commission)
All local offices of the China Banking Regulatory Commission (“CBRC”); all large-sized banks and joint-stock banks; and postal savings banks:
To implement the relevant provisions of the Interim Measures for the Equity Management of Commercial Banks (Order No. 1 [2018], CBRC) on matters concerning shareholder reporting, you are hereby notified of the relevant matters as follows:
I. Scope of and Requirements for Reporting
A shareholder of a commercial bank and its affiliates and persons acting in concert that hold, either separately or jointly, not less than 1% nor more than 5% (“not less than” shall include the figure itself, and “nor more than” shall exclude the figure itself, here and below) of a commercial bank's total capital or total shares shall, within ten working days after obtaining corresponding equities, report to the CBRC or its local office through the commercial bank. A shareholder of a listed commercial bank shall, within ten working days from the date when it knows or should have known the separate or joint holding of not less than 1% nor more than 5% of the commercial bank's total shares, report to the CBRC or its local office through the commercial bank.
II. List of Report Materials
(1) A shareholders' basic information and certification materials. Basic registration information, industry information, business status, financial information, and the status of the enterprise, among others, and whether it is subject to any measure such as suspending business for rectification, designated custody, take-over, and cancellation, or enters dissolution, bankruptcy or liquidation procedures.
(2) A shareholder's look-through information and certification materials. Equity structure, which shall be explained level by level up to its actual controller and ultimate beneficiary, so as to disclose the true background of the shareholder and explain the true purposes of its shareholding.
(3) A shareholder's share purchase information and certification materials. The time, price, proportion and fund source of the purchase of shares; and the information on the purchase of shares of a commercial bank or any other financial institution by the shareholder and its affiliates and persons acting in concert (including the shares held and shareholding proportion).
(4) Information on affiliated transactions. Information on the affiliated transactions between a shareholder's controlling shareholder, actual controller, affiliates, persons acting in concert, and ultimate beneficiaries and the shareholder group and a commercial bank.
(5) Information on equity status. Whether the capital or shares of a commercial bank held by a shareholder separately or jointly with other parties are pledged or frozen, or are subject to preservation measure in litigation or enforcement.
(6) A shareholder's negative information. Various circumstances that may cause adverse impact on a commercial bank's business management.
(7) A shareholder's performance of contracts. A shareholder's fulfillment of commitments, implementation of the company's bylaws or articles of agreements of the commercial bank, and compliance with laws and regulations and regulatory provisions.
(8) A shareholder's proactive commitment. A shareholder's commitment that the certification documents and materials provided are true, valid, complete and accurate, and contain no false record or major omission.
III. Key Issues of Concern
(1) Whether a shareholder purchases shares of a commercial bank with its own funds obtained from legal sources.
(2) Whether a shareholder authorizes any other person to or accepts any other person's authorization to hold equities of a commercial bank.
(3) Whether the shareholder and its affiliates and persons acting in concert purchase shares in quantities that meet the requirements of a commercial bank as major shareholders.
(4) If a shareholder acts as a major shareholder, whether the shareholder or its controlling shareholder or actual controller falls under any circumstance of not being suitable to be a major shareholder of a commercial bank or its controlling shareholder or actual controller as prescribed in Article 16 of the Interim Measures for the Equity Management of Commercial Banks.
(5) Whether the documents and materials provided by a shareholder to a commercial bank or the CBRC or its local office are true, accurate and complete.
(6) Whether a shareholder keeps its commitments, and complies with the bylaws of the company and the regulatory provisions.
(7) If a shareholder or its controlling shareholder, actual controller, affiliates, persons acting in concert, or ultimate beneficiaries conduct affiliated transactions with a commercial bank, whether the transactions comply with laws and regulations, whether the transaction prices are fair, and whether the transaction conditions are superior to those of other transactions.
(8) Whether a shareholder's pledge of equities complies with laws and regulations.
(9) Other matters that have significant impact on the business management of a commercial bank.
IV. Reporting Process
The reports of information on relevant shareholders of state-owned commercial banks, postal savings banks and joint-stock commercial banks shall be received by the CBRC.
The reports of information on shareholders of urban commercial banks, rural commercial banks and village banks shall be received by the local offices or local sub-offices of the CBRC in the cities where they are located.
V. Special Provisions on Investors in the Securities Market
Where a natural person or financial product investor, among others, and his or its affiliates and persons acting in concert, separately or jointly, purchase not less than 1% nor more than 5% of the total shares of a listed commercial bank through the securities market, the relevant matters shall be reported by reference to the relevant provisions of this Notice on list of report materials and key issues of concern.
February 28, 2018