Article 2 The term "commercial banks" as mentioned in these Measures refers to commercial banks established in People's Republic of China (PRC) according to law, including Chinese-funded commercial banks, wholly foreign-owned banks and Sino-foreign joint venture banks.
Article 3 Related party transactions of commercial banks shall follow the principles of honesty, credit and fairness.
Article 4 Related party transactions of commercial banks shall abide by laws, administrative regulations, unified national accounting system and relevant banking supervision and management regulations.
Related party transactions of commercial banks shall be conducted in accordance with commercial principles, and the terms of transactions shall not be superior to similar transactions with non-related parties.
Article 5 The China Banking Regulatory Commission shall supervise and manage related party transactions of commercial banks according to law. Article 6 Related parties of commercial banks include related natural persons, legal persons or other organizations.
Article 7 The natural persons associated with a commercial bank include:
(1) Internal personnel of the commercial bank;
(2) Major natural person shareholders of commercial banks;
(3) Close relatives of internal personnel of commercial banks and major natural person shareholders;
(4) the controlling natural person shareholders, directors and main management personnel of legal persons affiliated to commercial banks or other organizations. The affiliated legal person or other organization referred to in this item does not include the legal person or other organization whose insiders are directly, indirectly, * * jointly controlled or can exert significant influence with the major natural person shareholders of commercial banks;
(5) Other natural persons who have significant influence on commercial banks.
The term "internal staff of commercial banks" as mentioned in these Measures includes directors of commercial banks, senior managers of head offices and branches, and other personnel who have the right to decide or participate in the credit granting and asset transfer of commercial banks.
The term "major natural person shareholders" as mentioned in these Measures refers to natural person shareholders who hold or control more than 5% of the shares or voting rights of commercial banks. Shares or voting rights held or controlled by close relatives of natural person shareholders shall be calculated with those held or controlled by natural person shareholders.
The term "close relatives" as mentioned in these Measures includes parents, spouses, brothers and sisters and their spouses, adult children and their spouses, parents of spouses, brothers and sisters of parents and their spouses.
Article 8 Associated legal persons or other organizations of commercial banks include:
(1) Commercial banks are mainly non-natural person shareholders.
(2) A legal person or other organization that is directly or indirectly controlled by the enterprise together with the commercial bank;
(3) Internal personnel of the commercial bank, major natural person shareholders and their close relatives directly, indirectly and jointly control or have significant influence on legal persons or other organizations;
(4) Other legal persons or other organizations that can directly, indirectly and jointly control commercial banks or exert significant influence on commercial banks.
The term "major non-natural person shareholders" as mentioned in these Measures refers to non-natural person shareholders who can directly, indirectly and jointly hold or control more than 5% of the shares or voting rights of commercial banks.
The legal person or other organization referred to in these Measures does not include commercial banks.
The enterprises mentioned in the first paragraph of this article do not include state-owned assets management companies.
Article 9 The term "control right" as mentioned in these Measures refers to the right to make decisions on personnel, finance and operation of commercial banks, legal persons or other organizations, and obtain corresponding benefits from their business activities.
The term "simultaneous control" as mentioned in these Measures refers to the * * * control of an economic activity when it is agreed or acted in concert in the contract.
The term "significant influence" as mentioned in these Measures refers to that commercial banks, legal persons or other organizations cannot make decisions on personnel, finance and operation, but they can participate in decision-making by sending personnel to their board of directors or business decision-making bodies.
Article 10 A natural person, legal person or other organization that has signed an agreement and made arrangements with a related party of a commercial bank and meets the above-mentioned related party conditions after the agreement comes into effect is regarded as a related party of a commercial bank.
Article 11 If a natural person, legal person or other organization has influence on a commercial bank, and the transactions listed in Article 18 of these Measures are unfair and fail to abide by commercial principles, and can benefit from the transactions and cause losses to the commercial bank, the commercial bank shall regard them as related parties according to the principle that substance is more important than form.
Article 12 Directors and senior managers of the head office of a commercial bank shall report their close relatives and related legal persons or other organizations listed in Item 3 of Article 8 of these Measures to the related party transactions control committee of the commercial bank within 10 working days from the date of taking office, and natural persons shall report to them within 10 working days from the date of becoming major natural person shareholders of the commercial bank; If there is any change in the declared project, it shall be reported within ten working days after the change.
The senior managers of the branches of commercial banks and the personnel who have the right to decide or participate in the credit granting and asset transfer of commercial banks shall report to their close relatives and the relevant legal persons or other organizations listed in Item (3) of Article 8 of these Measures in accordance with the related party transaction management system of commercial banks.
Article 13 A legal person or other organization shall, within ten working days from the date of becoming a major non-natural person shareholder of a commercial bank, report the following related parties to the related party transaction control committee of the commercial bank:
(1) Shareholders, directors and key management personnel controlled by natural persons;
(2) Holding non-natural person shareholders;
(3) Legal persons or other organizations directly, indirectly or jointly controlled by them, and their directors and main management personnel.
Any change in the items listed in the first paragraph of this article shall be reported to the related party transaction control committee of the commercial bank within ten working days after the change.
Article 14 The natural person, legal person or other organization with reporting obligation as stipulated in Articles 12 and 13 of these Measures shall guarantee the authenticity, accuracy and completeness of its report to the commercial bank in writing at the same time, and promise to compensate the commercial bank accordingly if its report is false or has major omissions.
Article 15 The related party transactions control committee of a commercial bank is responsible for determining the related parties of a commercial bank and reporting to the board of directors and the board of supervisors. If there is no board of directors, report to the business decision-making body and the board of supervisors.
The related party transaction control committee of a commercial bank shall promptly announce its confirmed related parties to the relevant personnel of the commercial bank.
Article 16 The staff of a commercial bank shall report to the related party transaction control committee of the commercial bank in a timely manner when they find natural persons, legal persons or other organizations that meet the requirements of related parties but are not recognized as related parties in their daily business.
Article 17 China Banking Regulatory Commission has the right to identify relevant natural persons, legal persons or other organizations of commercial banks according to law. Article 18 Related party transactions of commercial banks refer to the following matters that occur between commercial banks and related parties to transfer resources or obligations:
(1) Credit granting;
(2) Transfer of assets;
(3) Providing services;
(4) Other related party transactions stipulated by China Banking Regulatory Commission.
Article 19 Credit granting refers to the direct financial support provided by commercial banks to customers, or the guarantee of compensation and payment liabilities that may occur to customers in related economic activities, including loans, loan commitments, acceptance, discounting, securities repurchase, trade financing, factoring, letters of credit, letters of guarantee, overdrafts, loans and guarantees.
Article 20 Asset transfer refers to the sale of personal movable and immovable property, the sale of credit assets and the receipt and disposal of debt-paying assets by commercial banks.
Article 21 Providing services refers to providing credit evaluation, asset evaluation, auditing and legal services for commercial banks.
Article 22 Related party transactions of commercial banks are divided into general related party transactions and major related party transactions.
General related party transactions refer to transactions in which the single transaction amount between a commercial bank and its related parties accounts for less than 65,438+0% of the net capital of the commercial bank, and the transaction balance between the commercial bank and its related parties accounts for less than 5% of the net capital of the commercial bank after the transaction.
Major related party transactions refer to transactions in which the amount of a single transaction between a commercial bank and its related parties accounts for more than 65,438+0% of the net capital of the commercial bank, or the transaction balance between the commercial bank and its related parties accounts for more than 5% of the net capital of the commercial bank after the transaction.
When calculating the balance of transactions between related natural persons and commercial banks, the transactions between their close relatives and commercial banks shall be calculated together; When calculating the balance of transactions between affiliated legal persons or other organizations and commercial banks, the transactions between legal persons or other organizations that constitute group customers and commercial banks should be calculated together. Article 23 A commercial bank shall formulate a related party transaction management system, including the supervision and management of related party transactions by the board of directors or business decision-making bodies, the responsibilities and personnel composition of the related party transaction control committee, the information collection and management of related parties, the report and commitment of related parties, the identification and confirmation system, the types of related party transactions, pricing policies, approval procedures and standards, avoidance system, internal audit supervision, information disclosure and punishment methods, etc.
The related party transaction management system of commercial banks shall be reported to China Banking Regulatory Commission for the record.
Article 24 The board of directors of a commercial bank shall set up a related party transaction control committee, which shall be responsible for the management of related party transactions, timely examine and approve related party transactions, and control the risks of related party transactions. The members of the related party transaction control committee shall not be less than three, and the independent director shall be the person in charge.
A commercial bank without a board of directors shall set up a related party transaction control committee by the business decision-making body.
The daily affairs of the related party transactions control committee of a commercial bank shall be handled by the office of the board of directors of the commercial bank; If the board of directors is not established, a specialized agency shall be designated to be responsible.
Article 25 General related party transactions shall be examined and approved in accordance with the internal authorization procedures of commercial banks and reported to the related party transactions control committee for filing or approval. General related party transactions can be examined and approved in accordance with the procedures for major related party transactions.
Major related party transactions shall be reviewed by the related party transactions control committee of commercial banks and submitted to the board of directors for approval; If the board of directors is not established, it shall be reviewed by the related party transaction control committee of the commercial bank and submitted to the business decision-making body for approval.
Major related party transactions shall be reported to the Board of Supervisors within ten working days from the date of approval, and also to the China Banking Regulatory Commission.
Related party transactions related to directors and senior managers of commercial banks shall be reported to the board of supervisors within ten working days from the date of approval.
Article 26 When the board of directors of a commercial bank, the business decision-making organ of a commercial bank without a board of directors and the related party transaction control committee vote or make decisions on related party transactions, the personnel related to related party transactions shall withdraw.
Article 27 Independent directors of commercial banks shall express written opinions on the fairness of major related party transactions and the implementation of internal examination and approval procedures.
Article 28 After granting credit to related parties, commercial banks should strengthen tracking management, monitor and control risks.
Article 29 Commercial banks shall not issue unsecured loans to related parties.
Commercial banks may not accept their equity as pledge to provide credit.
Commercial banks may not provide guarantees for the financing activities of related parties, except that related parties provide full counter-guarantees with bank deposit certificates and national debt.
Article 30 If a commercial bank suffers losses due to providing credit to related parties, it may not provide credit to related parties again within two years, unless it is approved by the board of directors of the commercial bank or the business decision-making body of the commercial bank without a board of directors in order to reduce credit losses.
Article 31 After the related party transactions of a commercial bank are rejected, the related party transactions with the same content shall not be reviewed within six months.
Article 32 The credit balance of a commercial bank to related parties shall not exceed 65,438+00% of the net capital of the commercial bank. The total credit balance of a commercial bank to group customers of affiliated legal persons or other organizations shall not exceed 15% of the net capital of the commercial bank.
The credit balance of a commercial bank to all related parties shall not exceed 50% of the net capital of the commercial bank.
When calculating the credit balance, you can deduct the deposit provided by related parties at the time of credit granting, as well as the amount of pledged bank certificates of deposit and national debt.
Article 33 China Banking Regulatory Commission may, according to the risk status of related party transactions of commercial banks, reduce the credit balance of commercial banks to one or all related parties as a proportion of their net capital.
Article 34 A commercial bank shall not employ an accounting firm controlled by an affiliated party to conduct audit.
Article 35 The internal audit department of a commercial bank shall conduct a special audit on related transactions of the commercial bank at least once a year, and report the audit results to the board of directors and the board of supervisors of the commercial bank. If the board of directors is not established, it shall report to the business decision-making body and the board of supervisors of the commercial bank.
Article 36 The board of directors of a commercial bank shall make a special report to the shareholders' meeting on the implementation of the related party transaction management system and related party transactions every year. Related party transactions shall include: related party, transaction type, transaction amount and target, transaction price and pricing method, transaction profit and loss, nature and proportion of related party's rights and interests in the transaction, etc. If the board of directors is not established, the business decision-making body of the commercial bank shall make a special report to the board of supervisors.
Article 37 A commercial bank shall submit a quarterly related party transaction report to the China Banking Regulatory Commission.
Article 38 A commercial bank that discloses information in accordance with the Interim Measures for Information Disclosure of Commercial Banks shall disclose the following items of related parties and related transactions in the notes to its accounting statements:
(a) the nature of the relationship between related parties and commercial banks;
(two) the basic situation of the identity of the associated natural person;
(3) The name, economic nature or type, main business, legal representative, place of registration, registered capital and its changes of the affiliated legal person or other organization;
(4) Shares or rights and interests of commercial banks held by related parties and their changes.
(5) The main contents of the agreement signed in Article 10 of these Measures;
(6) Types of related party transactions;
(seven) the amount of related transactions and the corresponding proportion;
(8) The amount and corresponding proportion of unsettled items in related party transactions;
(9) Pricing policies for related party transactions;
(10) Other matters that China Banking Regulatory Commission deems necessary to be disclosed.
Major related party transactions shall be disclosed item by item, and general related party transactions may be disclosed in combination.
Commercial banks shall not disclose related natural persons who have not had related transactions with commercial banks and related legal persons or other organizations listed in Item (3) of Article 8 of these Measures.
According to the Interim Measures for Information Disclosure of Commercial Banks, a commercial bank that is exempted from or temporarily refuses to disclose information shall disclose the matters specified in this article to the public within one month after the end of each fiscal year. Article 39 If a shareholder of a commercial bank forces the commercial bank to engage in the following acts by exerting influence on the commercial bank, the China Banking Regulatory Commission may restrict the rights of the shareholder according to different circumstances; If the circumstances are serious, the controlling shareholder may be ordered to transfer its equity:
(1) Failing to conduct related party transactions in accordance with the provisions of Article 4 of these Measures, thus causing losses to commercial banks;
(2) Failing to examine and approve related party transactions in accordance with the provisions of Article 25 of these Measures.
(3) Issuing unsecured loans to related parties;
(four) in violation of the provisions of these measures to provide guarantees for the financing behavior of related parties;
(5) Accepting the equity of the Bank as pledge to provide credit;
(6) Hiring an accounting firm controlled by an affiliated party to conduct an audit;
(7) The credit balance to related parties exceeds the proportion stipulated in these Measures;
(8) failing to disclose information in accordance with the provisions of Article 38.
Article 40 If the directors and senior managers of a commercial bank have any of the following circumstances, the China Banking Regulatory Commission may order them to make corrections within a time limit: if they fail to make corrections within the time limit or the circumstances are serious, the China Banking Regulatory Commission may order the commercial bank to adjust the directors and senior managers:
(a) failing to report according to the provisions of article twelfth of these measures;
(two) not according to the provisions of article fourteenth of the commitment;
(3) Making false reports or reports with major omissions;
(four) not according to the provisions of article twenty-sixth of these measures to avoid;
(5) Independent directors fail to express written opinions in accordance with Article 27 of these Measures.
Article 41 If a commercial bank fails to report major related party transactions to the China Banking Regulatory Commission or submit related party transaction reports, the China Banking Regulatory Commission shall order it to make corrections. If no correction is made within the time limit, a fine of100,000 yuan but not more than 300,000 yuan shall be imposed.
Forty-second commercial banks in any of the following circumstances, the China Banking Regulatory Commission shall order them to make corrections and impose a fine of 200,000 yuan to 500,000 yuan:
(1) Failing to conduct related party transactions in accordance with the provisions of Article 4 of these Measures, thus causing losses to commercial banks;
(2) Failing to examine and approve related party transactions in accordance with the provisions of Article 25 of these Measures.
(3) Issuing unsecured loans to related parties;
(four) in violation of the provisions of these measures to provide guarantees for the financing behavior of related parties;
(5) Accepting the equity of the Bank as pledge to provide credit;
(6) Hiring an accounting firm controlled by an affiliated party to conduct an audit;
(7) The credit balance to related parties exceeds the proportion stipulated in these Measures;
(8) Failing to disclose information in accordance with the provisions of Article 38;
(nine) failing to implement the supervision and management measures stipulated in Articles 39 and 40 of these Measures as required.
Article 43 If a commercial bank is under any of the circumstances listed in Article 42 of these Measures, the China Banking Regulatory Commission may order the commercial bank to impose disciplinary sanctions on the directors, senior managers and other directly responsible personnel; If the circumstances are serious, the China Banking Regulatory Commission may cancel the qualifications of directors and senior managers directly responsible for commercial banks for one to ten years or prohibit them from engaging in banking work within a certain period of time, and may prohibit other directly responsible personnel from engaging in banking work within a certain period of time; If it does not constitute a crime, the China Banking Regulatory Commission may impose a fine of not less than 50,000 yuan but not more than 500,000 yuan on the directors, senior managers and other directly responsible personnel of the commercial bank; If a crime is constituted, criminal responsibility shall be investigated according to law. Article 44 The term "net capital" as mentioned in these Measures refers to the net capital at the end of last quarter.
The "above" in these Measures does not include the number, and the "below" includes the number.
Article 45 These Measures shall apply to branches of foreign banks, rural cooperative banks and urban credit cooperatives.
Article 46 The China Banking Regulatory Commission shall be responsible for the interpretation of these Measures.
Article 47 These Measures shall come into force as of May 6, 2004. Where the provisions of relevant regulations and other normative documents promulgated before the implementation of these Measures are inconsistent with these Measures, these Measures shall prevail.