1 NEWSLETTER FINANCIAL SERVICES China Financial Regulation Alert Banking Issue 21 June October 2013 The China Financial Regulation Alert series for banking, insurance, and securities and futures contains the major laws and regulations recently issued in the PRC which govern the banking, insurance, securities and futures, mutual fund, private equity, guarantee and trust sectors. This publication is a summary of public information, the accuracy of which has not been verified by KPMG. In the publication Guidelines from the General Office of the State Council on Supporting Economic Restructuring and Upgrading Through Finance Guo Ban Fa [2013) No.67 Administrative Measures for Custody of Clients Reserves by Payment Institutions PBOC Announcement [2013) No.6 Letter from the General Administration Department of People s Bank of China on Issues Related to Liquidity Management of Commercial Banks Administrative Measures for Bank Card Acquiring Business PBOC Announcement  No.9 Further Regulations on Interbank Bond Transactions PBOC Announcement  No.8 Guidelines from the General Office of the State Council on Supporting Economic Restructuring and Upgrading Through Finance Guo Ban Fa [2013) No.67 Major opinions communicated in this Guideline: (1) To continue to implement prudent monetary policy and reasonably maintain monetary and credit supply. (2) To guide and push forward the transformation and adjustment of key sectors and industries. (3) To consolidate financial resources to support the development of micro and small enterprises. (4) To optimise financial services for the agricultural sector; create synergy between policy finance, commercial finance and cooperative finance; leverage the advtantage of direct financing; and expedite agricultural modernisation. (5) To improve consumer services function of bank cards; improve card payment facilities; expand the scope of bank card usage among urban and rural residents; answer the responsible credit needs of first-time homebuyers, and consumers of durables, innovative products and education and tourism services. (6) To support overseas expansion of enterprises; encourage financial institutions such as policy banks and commercial banks to support overseas expansion of enterprises; promote cross-border use of Renminbi and
2 Circular from PBOC on Further Promoting Interest Rate Liberalisation Implementation Opinions from the General Office of the State Council on Financial Support to Micro and Small Enterprises Guo Ban Fa  No. 87 Guidelines on Further Enhancing Financial Services for Micro and Small Enterprises Circular from the CBRC on the Issuance of Regulatory Documents on Capital Regulation for Commercial Banks Yin Jian Fa  No.33 Circular from the CBRC on the Issuance of Corporate Governance Guidelines for Commercial Banks Yin Jian Fa  No.34 Circular from the CBRC on Strengthening the Management of Factoring Business in some Banks Yin Jian Fa  No.35 Circular from the CBRC on Banking Regulation in China (Shanghai) Pilot Free Trade Zone Yin Jian Fa  No.40 Circular from the CBRC on Soliciting Public Comments on the Administrative Measures for Liquidity Risk of Commercial Banks (Trial) (Exposure Draft) Circular from the MOF and Other Ministries on Further Clarifying Issues Relating to the Transfer of State-owned Shares by Financial Enterprises Cai Jin  No.78 Circular from the CBRC on Soliciting Public Comments on the Administrative Measures for Pilot Consumer Finance Companies (Revised Edition)n simplify foreign exchanges management for trade and investment convenience; improve the foreign exchanges management system for cargo trade and service trade. (7) To accelerate the development of multi-tiered capital markets; further optimise the regulatory arrangements of the main board, SME board and ChiNext board markets; enhance regulations concerning issuance, pricing, mergers and acquisitions; relax the financial criteria for listing of innovative and growth enterprises on ChiNext. (8) To expand coverage of agricultural insurance by introducing new products such as the shopping basket programme insurance, fisheries insurance, agricultural produce quality assurance insurance and rural housing insurance; establish and improve a catastrophe risk diversification mechanism for agricultural insurance with fiscal support; (9) To allow more private capital into the financial industry. (10) To minimise financial risks and prevent systematic and regional financial risks through correct risk identification, stress tests, possible risk trigger analysis, timely risk control and mitigation. PBOC announces the Administrative Measures for Custody of Clients Reserves by Payment Institutions PBOC Announcement [2013) No.6 In order to regulate the management of clients reserves of payment institutions, protect the legal rights of the parties concerned, promote the healthy and orderly development of the payment industry and maintain financial and social stability, the People s Bank of China (PBOC) formulated the Administrative Measures. It stipulates that: (1) The monies received by the payment institution should be deposited in full into a special-purpose deposit account for reserves as opened by the payment institution at a reserve bank. (2) The reserves should only be used for the payments entrusted by clients or in circumstances as set out in the Measures. No company or individual is allowed to appropriate the reserves for similar or other purposes, borrow such reserves, or use them to provide guarantee for others. (3) Payment institutions and the reserve banks should carry custodian service for clients in accordance with the laws and regulations, the Administrtative Measures and the agreements between the institutions and the banks, and ensure the safety and integrity of the reserves thereof, and protect the legal rights of the clients; reserve banks le for the supervision of the deposit, use and transfer of the reserves in accordance with the Administrtative Measures with which payment institutions must be cooperative. (4) PBOC and its branches shall supervise and administer over the clients reserves custodian activities of payment institutions and reserve banks.
3 Letter from the General Administration Department of People s Bank of China on Issues Related to Liquidity Management of Commercial Banks The letter aims to maintain the stability of monetary system through encouraging proactive and scientific liquidity management and thus its reinforcement. Highlights include: (1) Commercial banks should pay close attention to the market liquidity trends, improve analysis and prediction on liquidity factors, and ensure liquidity at crucial points such as half-year ends. Commercial banks should consider the effects on liquidity by various factors such as revenue centralised deposit and reserve requirement to ensure that they have a positive net position, an adequate cash reserve ratio, and the ability to conduct normal payment transactions. They should allocate their assets reasonably in accordance with macro-prudential requirements, control the potential liquidity risks resulting from rapid credit asset expansion, and adjust the asset structure timely when market liquidity fluctuates. They should also fully estimate the fluctuation range of interbank deposits and effectively mitigate maturity mismatch risks. Financial institutions, especially large commercial banks, should strengthen their liquidity management capabilities while assisting the PBOC in stabilising the market. (2) All financial institutions should find their balance between liquidity and profitability, arrange the size of assets and liabilities and maturity structure reasonably, and control the allocation of ordinary loans and bill financing reasonably. They should focus on supporting the development of the real economy by revitalising exisiting credits and loans, and should refrain from crunch-time deposit boosts at year ends and half-year ends so as to ensure a moderate and stable growth of monetary credit. PBOC releases the Administrative Measures for Bank Card Acquiring Business PBOC Announcement  No.9 The aim of the Measures is to standardise the bank card acquiring business, protect the legal rights of all stakeholders, prevent payment risks, and promote the healthy and orderly development of bank card business. Its major contents are: (1) The principles for acquirers to enlist new merchants; the management system for merchants and their legal representatives or responsible persons; the basic obligations of merchants. (2) Business and risk management: acquirers should consider a full range of factors in relation to the merchants such as their location, industry characteristics, scale of operation, and financial and credit positions; acquirers should assess the risks of physical and online merchants separately. Acquirers should also establish a risk management system for fund settlement, and must not appropriate merchants fund pending for settlement for other
4 use. Monitoring of acquirers should be reinforced. (3) Supervision and administration: The PBOC supervises and administers over the acquirers pursuant to the laws and regulations and performs on-site inspection.(4) Penalities on payment institutions engaging in the acquiring business rules are violated. PBOC releases Further Regulations on Interbank Bond Transactions PBOC Announcement  No.8 Major contents of the Announcement: (1) Bond transactions among market participants should be processed through the trading system of the National Interbank Funding Center (NIFC). Once concluded, a transaction is irrevocable and unalterable. (2) In case of deduction, inheritance, repayment, donation and other non-transaction transfer, the custody and settlement institutions should request relevant parties to submit valid legal documents. Custody and settlement institutions should also report regularly to the PBOC on non-transaction transfers. (3) After obtaining the PBOC s approval to enter the interbank bond market, market participants should apply to both NIFC and custody and settlement institutions to open a bond trading account and connect to the trading network. (4) NIFC as well as custody and settlement institutions should enhance their basic information verification mechanism to ensure consistency of information on market participants, bond features, bond accounts and fund accounts. (5) NIFC as well as custody and settlement institutions should enhance their business system in accordance with relevant regulatory requirements to prevent irregular transactions or settlements. They should also carry out frontline monitoring and promptly handle and report to the PBOC when irregularies arise. (6) NIFC as well as custody and settlement institutions should develop relevant business rules and contingency plans in accordance with the Announcement and submit them to the PBOC for approval before implementation. Circular from the PBOC on Further Promoting Interest Rate Liberalisation In order to further promote market-oriented interest rate reform, the PBOC has decided, upon the approval of the State Council, to fully liberalise lending rates of financial institutions from 20 July Details include: (1) Removing control on bank lending rates. The floor of 70% on benchmark rate will also be removed, and financial institutions can determine their lending rates based on market conditions at their own discretion. The floating range of housing mortgage rate remains unchanged, and differentiated housing credit policy shall continue to be strictly implemented. Controls on discount rates for bills discounting will be removed; discount rates are no longer
5 calculated as rediscount rate plus points but are determined by individual financial institutions. Ceiling of 230% on loan interest rate for rural credit cooperatives will be scrapped, and rural credit cooperatives can determine their own lending rate. (2) Financial institutions are encouraged to actively adapt to the market-oriented method of setting lending rate, taking into consideration the supply and demand and risk factors such as maturity and credit. They should improve their pricing mechanism and delivery of differentiated services; they are reminded to handle contractual relationships carefully to ensure normal extension of loans. They should also enforce greater financial discipline, enhace interest rate risk management, and ensure effective implementation of internal management measures. Relevant administrative measures should be reported to the PBOC for record. (3) The Announcement must be circulated immediately by the PBOC Shanghai head office, each branch (operating management division), provincial capital city centre branch, and Shenzhen city centre branch to financial institutions including city (rural) commercial banks, rural cooperative banks, rural credit cooperatives, and foreign banks with RMB deposit and loan business in their local area; relevant guidance must also be provided. (4) Any new issues and development arising from the liberalisation should be promptly reported to the PBOC. Implementation Opinions from the General Office of the State Council on Financial Support to Micro and Small Enterprises Guo Ban Fa  No. 87 To step up financial support for the sound development of micro and small enterprises (MSEs), the State Council has approved the following suggestions: (1) To speed up and increase lending growth to MSEs to meet the objective of the two no-less-than : growth rate no less than average loan growth and increment no less than year-on-year level, provided that overall risks are under control. (2) To enrich and innovate financial services for MSEs by enhancing service functions, transforming service models and innovating service contents. (3) To focus on providing credit enhancement services and information services to MSEs by expediting the establishment of a new system for benefit and risk sharing between MSEs, credit enhancement and information services organisations and commercial banks is the key to improving MSEs access to information and credit and hence financing. (4) To atively develop small financial institutions. (5) To expand direct financing channels for MSEs by expediting the development of multi-tiered capital markets to increase the percentage of MSE direct financing. (6) To reduce MSEs financing cost by regulating unreasonable charges, and to continue to exempt MSEs from paying administrative fees
6 for administration, registration and licensing services. (7) To increase policy support to the financial services for MSEs. (8) To create a favourable environment for the development of services for MSE financing. CBRC issues Guidelines on Further Enhancing Financial Services for Micro and Small Enterprises The Guidelines specifies measures on promoting SME financing in reponse to the Implementation Opinions from the General Office of the State Council on Financial Support to Micro and Small Enterprises Guo Ban Fa  No. 87 (see above). Major points include: (1) To ensure the realisation of the two no-less-than objective. (2) To further improve the indicator monitoring and appraisal system. (3) To further strengthen positive incentives for MSE financial services. Firstly, banking institutions must ensure the growth rate of MSE loans is above the average annual loan growth rate, and the total volume of new MSE loans no lower than that of last year, and can only enjoy related preferential policies in the next year under the precondition that MSE credit availability ratio of the current year is no lower than that of last year. Secondly, banking institutions must appropriately enhance tolerance towards the NPL ratio of MSE loans. Thirdly, banking institutions must further promote the development of banking outlets and channels and increase effective financial services supply to MSEs. (4) To encourage banking institutions to innovate MSE services. (5) To solicit policy support to optimise the external financial environment for MSEs. Firstly, enhance communication and coordination with local governments. Secondly, allow financing guarantee institutions to have full play in enhancing MSE credit. Thirdly, encourage all banking institutions to make full use of preferential fiscal and tax policies, and maximise possible write-offs of NPLs for MSEs. Circular from the CBRC on the Issuance of Regulatory Documents on Capital Regulation for Commercial Banks Yin Jian Fa  No.33 This circular includes four supporting policy documents on capital supervison: (1) Notice on Measurement Rules of Capital Requirements for Bank Exposures to Central Counterparties (2) Notice on Enhancing Disclosure Requirements for Composition of Capital (3) Notice on Regulatory Policies for Implementing IRB of Commercial Banks (4) Notice on Policy Clarification of Capital Rules. Notice on Measurement Rules of Capital Requirements for Bank Exposures to Central Counterparties stipulates that: (1) A commercial bank shall calculate risk weighted assets (RWA) for CCP exposures in the banking book and trading
7 book, with regard to exposures to central counterparties arising from OTC derivatives, exchange traded derivatives transactions and SFTs. The total RWA for CCP exposures is the sum of RWA for trade exposures and RWA for default fund exposures. (2) A CCP can be a qualifying central counterparty (QCCP) or a non-qualifying central counterparty (NQCCP). (3) Commercial banks retain the responsibility to maintain adequate capital for its exposures. (4) Commercial banks risk exposure to CCPs is not calculated with the internal ratings-based approach. Notice on Enhancing Disclosure Requirements for Composition of Capital is applicable to listed commercial banks, either domestically listed or listed abroad, or banks with total asset scale more than RMB 1 trillion. A disclosure template is also provided. Notice on Regulatory Policies for Implementing Internal Ratings-Based (IRB) of Commercial Banks aims to ensure prudent measurement of credit risk-weighted assets. It sets forth that: (1) Commercial banks must develop a practical and feasible implementation plan in line with its portfolio and risk profile in order to continuously raise coverage ratio, and ensure to roll out IRB across significant asset classes and business units throughout the bank group within 3 years after approval for implementing IRB. (2) Commercial banks that adopt internal ratings-based approach should make sufficient provisions for loan loss in accordance with related regulations. (3) Commercial banks should carefully estimate the probability of default, loss given default, exposure at default and maturity. (4) Commercial banks should prudently calibrate the loss given default based on historical data on recovery of non-performing loans, the internal work-out policies and procedures as well as the impact of the economic cycle on the value of the collateral and other factors. Given the the potential for very long-run cycles in house prices, the loss given default for retail exposure secured by residential properties must not be lower than 10%. (5) If a commercial bank or the CBRC believes that the future rents, sales revenue or land sales revenue related to the income-producing real estate loans is subject to significant volatility, the corresponding risk weight should be raised under the Supervisory Slotting Approach; while under IRB, the corresponding asset correlation factor should range from 0.12 to (6) Commercial banks should use the implementation of internal rating approach as an opportunity to enhance their database, establish a complete, rigorous and consistent data standard and a corresponding data process platform, and ensure the timeliness, accuracy, validity and comprehensiveness of data.
8 Notice on Policy Clarification of Capital Rules provides explanations for some questions concerning Capital Rules. Circular from the CBRC on the Issuance of Corporate Governance Guidelines for Commercial Banks Yin Jian Fa  No.34 To improve the corporate governace of commercial banks, promote their prudent operation and sound development, and protect the legal rights and interests of depositors and other stakeholders, the CBRC formulated the Corporate Governance Guidelines for Commercial Banks. Highlights include: (1) Coporate governance of commercial banks should follow these principles: independent operation of each governance body, effective checks and balances, mutual cooperation, and coordinated operation. A reasonbale incentive and restraint mechanism shall be established for scientific and efficient decision-making, execution and supervision. (2) The board of directors, board of supervisors, senior management of a commercial bank should comprise of those who have professional knowledge and skills, professional ethics and working experience. Specifically they should: a) Ensure the bank s operation complies with the laws and regulations. b) Ensure that the bank develops a culture of prudence. c) Ensure that the bank is socially reponsible. d. Ensure that the commercial bank protects the legal rights and interests of financial consumers. (3) All governance bodies and their members legally enjoy rights and bear obligations and jointly protect the overall interest of a commercial bank, and may not damage the interest of the commercial bank or put their own interest above the interest of the commercial bank. (4) Sound corporate governance of commercial banks should include but not limited to the following: a) sound organisational structure; b) clearly-defined responsibilities; c) scientific development strategies, values and principles, and good social accountability; d) effective risk management and internal control; e) reasonable incentive and restraint mechanism; and f) a sound information disclosure system. (5) The articles of association of commercial banks is the basic document on corporate governance, making the institutional arrangement for the composition, responsibility and the rules of procedures of shareholders meetings, the board of directors, the board of supervisors and the senior management. It should also specify other defined items required by relevant laws and regulations in the articles of association. Commercial banks should formulate their own articles of association and make revisions in accordance with their own development and the requirements of relevant laws and regulations in a timely fashion.
9 Circular from the CBRC on Strengthening the Management of Factoring Business in some Banks Yin Jian Fa  No.35 To strengthen the mangagement of bank factoring financing business, the CBRC issued The Circular on Strengthening the Management of Factoring Business in some Banks. It aims to set out the regulatory requirements to govern those banks that use factoring as a means to provide general loans and evade financing review. It (1) defines factoring business and banking factoring financing; it requires banks to establish a sound organisational structure, policies and administrative procedures that suit their business needs, to ensure business standards and operation requirements are consistent, to adopt different control measures for risk points of various receivables factoring businesses, and to adopt effective measures to prevent and mitigate risks of factoring financing. (2) specifies the types of factoring business that are prohibited (factoring of illegal transaction contracts, sales agency contracts, and future receivables, etc); it emphasises risk management of and sets forth specific requirements for one-factor seller factoring and two-factor seller factoring. (3) urges banks to enhance their IT system development based on their factoring financing business needs. Circular from the CBRC on Banking Regulation in China (Shanghai) Pilot Free Trade Zone Yin Jian Fa  No.40 The CBRC issued this Circular with the approval of the State Council. Its major points are: (1) To support the development of Chinese banks in the Zone, allowing Chinese banks, policy banks and local banks of Shanghai to establish branches or specialised institutions in the Zone. (2) To support the establishment of non-bank financial institutions. (3) To support the development of foreign banks in the Zone. (4) To support private capital to enter the banking sector in the Zone. (5) To encourage cross-border investment and financing services, supporting banking institutions to develop cross-border financing business, including but not limited to: commodities trade financing, supply chain trade financing, offshore shipping financing, financial support to modern service industries, domestic loans under overseas guarantee, and commercial paper; and cross-border investment and financial services, including but not limited to: cross-border M&A and project loans, overseas loans under domestic guarantee, cross-border asset and wealth management, and real estate and investment trusts etc. (6) To support the development of offshore business within the Zone. (7) To simplify entry approval procedures. (8) To improve regulatory service system, supporting the establishment of a relatively
10 independent banking regulatory system that meets the actual needs of the banking industry within the Zone, so as to provide market-oriented regulatory services to effectively prevent risks. Circular from the CBRC on Soliciting Public Comments on the Administrative Measures for Liquidity Risk of Commercial Banks (Trial) (Exposure Draft) To further enhance liquidity risk management for commercial banks, and maintain the safe and healthy operation of the banking system, the CBRC drafted the Administrative Measures for Liquidity Risk of Commercial Banks (Trial) (Exposure Draft). Its major contents are: (1) Liquidity risk management: commercial banks should establish a liquidity risk management system that suits their business scale, nature and complexity at both the legal person and the group level, covering governance structure, the strategies, policy and procedure for liquidity risk management, identification, measurement, monitoring and control of liquidity risk; and the corresponding management information system. (2) Liquidity risk supervision: supervison indicators include liquidity coverage ratio, loan-to-deposit ratio and liquidity ratio. supervision covers indicators of liquidity risk, monitoring of liquidity risk, and supervisory methods and measures of liquidity risk. (3) The description of the indicators of liquidity risk management requirements. Circular from the MOF and Other Ministries on Further Clarifying Issues Relating to the Transfer of State-owned Shares by Financial Enterprises Cai Jin (2013) No.78 For the purposes of clearly defining the scope of state-owned shares to be transferred by financial enterprises, and effectively transfer state-owned shares to finance the social security fund, upon approval by the State Council, the MOF and other ministries issued a circular the content of which is summarised as follows: (1) For an enterprise invested by a financial enterprise issues publicly traded shares for the first time ( listed company ), if the funds used for the equity investment by the financial enterprise are from the corporate private equity ( private equity ) established by the financial enterprise, the financial authorities shall, in determining the obligation to the transfer of state-owned shares, discriminate between the nominal investor and actual investor in the private equity (including wealth management products, trust plans and other financial products which constitute the source of funds) in accordance with the substance over legal form principle. (2) Where a state-owned insurance company invests in the equity of an enterprise to be listed, and upon seeking the opinions from the regulatory authorities in writing, can clearly discriminate between the investment
11 made with premiums and the investment made with its own funds, the insurance company is entitled to, at the time when the invested enterprise gets listed, be exempted from the transfer obligations for its investment with premiums. (3) In the event that the company invested by an financial enterprise issues publicly traded shares for the first time, and the source of the investment funds satisfies the Paragraph (1) hereof, the financial enterprise shall transfer the state-owned shares under the following procedures: a) The financial enterprise applies to the financial authorities at the same level for confirming the obligation to transfer the state-owned shares. b) The financial authorities issues a letter to the applicant financial to confirm its obligation to transfer the state-owned shares. c) The financial enterprise submits the confirmation letter for obligation to transfer the state-owned shares to the largest State-owned shareholder of the enterprise to be listed, which shall apply to the state-owned assets supervision authorities for confirmation of the identity of state-owned shareholder and the quantity of shares to be transferred under the procedure as specified in the Implementation Measures for the Transfer of State-owned Shares to Finance the National Social Security Fund Through Domestic Securities Markets (Cai Qi  No. 94). d) The state-owned assets supervision authorities shall, in accordance with this Circular and relevant regulations, properly define the scope of State-owned shares to be transferred, and give a reply to a plan for the transfer of State-owned shares. Circular from the CBRC on Soliciting Public Comments on the Administrative Measures for Pilot Consumer Finance Companies (Revised Edition) To implement the State Council s decision to expand the pilot consumer finance companies and experiment with establishment of consumer finance companies founded by private capital at its own risk, and promote the sustained and healthy development of consumer finance companies, the CBRC issued this Circular which sets forth: (1) Requirements for the establishment, change and termination of consumer finance companies. (2) that consumer finance companies can operate part or all of the following Renminbi services upon approval of CBRC: a) Issuance of personal consumer loan b) Inter-bank lending within mainland China c) Loan from domestic financial institutions d) Acceptance of deposit from shareholders domestic subsidiaries and domestic shareholders e) Issuance of financial bonds upon approval f) Consulting and agency business relevant to consumer financing g) Sales of insurance products related to consumption loan on a commissioned basis h) Securities investment business with fixed income i) Other businesses
12 approved by CBRC. The balance of consumer loans issued by consumer finance companies to individuals shall not exceed the individuals risk tolerance, and borrowers can borrow a maximum of RMB 200,000. (3) that consumer finance companies shall establish a sound corporate governance and internal control system, formulate business operation rules and set up a comprehensive and effective risk management system pursuant to the relevant provisions of the CBRC. Sources: the State Council of China, Ministry of Finance of China, the People s Bank of China, the China Banking Regulatory Commission, the State Administration of Taxation, China Banking Association, China Trustee Association, websites of China s National Association of Financial Market Institutional Investors and other regulatory bodies.
13 Feedback: Beijing Elise Wong Partner Tel: +86 (10) Raymond Li Partner Tel: +86 (10) Shanghai Tony Cheung Partner Tel: +86 (21) Kenny Shi Partner Tel: +86 (21) Guangzhou & Shenzhen Ivan Li Partner Tel: +86 (755) Larry Choi Partner Tel: +86 (20) This publication is a summary of publicly reported information, the accuracy of which has not been verified by KPMG. The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavour to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.