| Chapter I General Rules
Article 1 For the purpose of promoting the healthy development of the finance leasing industry of our country and strengthening the supervision over and administration of finance leasing companies, the present Measures are constituted in accordance with the Banking Supervision Law of the People's Republic of China, the Company Law of the People's Republic of China and other laws and regulations.
Article 2 The term "finance leasing companies" as mentioned in the present Measures means the non-banking financial institutions mainly engaging in the finance leasing business upon approval of the China Banking Regulatory Commission (CBRC) .
The name of a finance leasing company shall include words "finance leasing." Unless it is otherwise prescribed by any law or regulation, no entity or individual may engage in the finance leasing business or use the words "finance leasing" in its name without approval of the CBRC.
Article 3 The term "finance leasing" as mentioned in the present Measures means such trading activities by which the lessor leases the objects that are obtained from the supplier in accordance with the lessee's choice or affirmation of the object and supplier to the lessee for the stipulated occupation or use.
The leased objects applicable to the finance leasing business shall be fixed assets.
Article 4 The term "business of sale and rent-back" as mentioned in the present Measures means such business by which the lessee sells its self-owned articles to the lessor, meanwhile, signs a finance leasing contract with the lessor, and then rents the said articles back from the lessor. The business of sale and rent-back is a means of finance leasing in which the lessee and the supplier are identical.
Article 5 The expression "relationship of associated parties and associated transaction " as mentioned in the present Measures means the relationship of associated parties and associated transaction satisfying the relevant provisions in the accounting standards for business enterprises.
Article 6 The CBRC and its dispatched institutions shall impose supervision and administration on the finance leasing companies in accordance with law.
Chapter II Establishment, Alteration and Termination of Institutions
Article 7 For applying for the establishment of a finance leasing company, the following requirements shall be satisfied:
(1) Having contributors satisfying the requirements of the present Measures;
(2) Having the minimum registered capital as provisioned in the present Measures;
(3) Having the articles of association in line with the Company Law of the People's Republic of China and the present Measures;
(4) Having directors and senior managers satisfying the post holding qualification requirements as specified by the CBRC, as well as qualified staff members knowing well the finance leasing business;
(5) Having perfect systems for corporate governance, internal control, business operation and risk prevention, etc.;
(6) Having qualified business places, security measures and other facilities in relation to business operations; and
(7) Satisfying other requirements as specified by the CBRC.
Article 8 The contributors of a finance leasing company are sorted into the principal contributors and ordinary contributors. The former means a contributor who has contributed 50 percent or more of the registered capital of the finance leasing company to be set up, and the latter means those contributors other than the principal contributors.
The principal contributor shall, as the applicant, file an application to the CBRC for the establishment of a finance leasing company.
Article 9 The principal contributor of a finance leasing company shall satisfy any of the following requirements:
(1) A commercial bank with independent legal person status as registered at home or abroad shall also satisfy the following requirements:
A. Its capital adequacy ratio satisfies the requirements of the finance supervisory organ in the place where the commercial bank is registered and is not below 8 percent;
B. Its year-end assets for the recent one year is not below 80 billion yuan or any freely convertible currency with equivalent value;
C. It has consecutively made profits for the recent two years;
D. It complies with the laws and regulations of its registration place, and has not been involved in any major case or committed any serious illegal or irregular act within the recent two years;
E. It possesses good corporate governance structure and internal control mechanism as well as perfect risk management system; and
F. It satisfies the other prudential requirements as specified by the CBRC.
(2) A lease company as registered at home or abroad shall also satisfy the requirements as follows:
A. Its year-end assets for the recent one year is not below 10 billion yuan or any freely convertible currency with equivalent value;
B. It has consecutively made profits for the recent two years; and
C. It complies with the laws and regulations of its registration place, and has not been involved in any major case or committed any serious illegal or irregular act within the recent two years.
(3) A large-scale enterprise, which is registered within the territory of China and whose main business is to produce products fit for finance leasing business, shall also satisfy the requirements as follows:
A. Its business revenue for the recent one year is not below 50 billion yuan or freely convertible currency with equivalent value;
B. It has consecutively made profits for the recent two years;
C. Its year-end ratio of net assets for the recent one year is not below 30 percent;
D. Its sales revenue account for 80 percent or more of all its business revenue;
E. It possesses good credit records; and
F. It complies with the laws and regulations of its registration place, and has not been involved in any major case or committed any serious illegal or irregular act within the recent two years.
(4) Other financial institutions that are recognized by the CBRC to be the principal contributor.
Article 10 An ordinary contributor of a finance leasing company shall conform to the related provisions of the CBRC on the investment into and subscription of the shares of financial institutions. Any contributor satisfying the requirements for the principal contributor may act as an ordinary contributor of a finance leasing company.
Article 11 The minimum registered capital of a finance leasing company is 100 million yuan or any freely convertible currency with equivalent value, and the registered capital shall be the paid-in capital.
The CBRC may adjust the minimum registered capital of finance leasing companies on the basis of the demand for the development of the finance leasing business.
Article 12 The establishment of a finance leasing company covers two phases: preparatory establishment and start of business. The Chinese version of the application materials for preparatory establishment or start of business presented by an applicant shall prevail. The acceptance of materials and procedures for examination and approval shall be conducted in accordance with provisions on implementing administrative licensing as prescribed by the CBRC.
Article 13 For applying for the preparatory establishment of a finance leasing company, an applicant shall submit the documents as follows:
(1) An application form for preparatory establishment, which shall cover the name, registration place, registered capital, contributors and their contributions and business scope, etc. of the finance leasing company to be set up;
(2) A feasibility study report, which shall cover the market prospect analysis, future business development programs, organizational management structures, risk control ability analysis of the company to be set up, as well as a prediction of the assets and debts scale and profits, etc. for the three years after the company starts business operations;
(3) The articles of association (draft) of the finance leasing company to be set up;
(4) The basic information on contributors, including the name, legal representative, registration place, photocopy of business license, business situation of each contributor, as well as the capital contribution agreement. In case a contributor is an overseas financial institution, it shall provide an opinion letter issued by the finance supervisory authority of its registration place;
(5) Annual audit reports issued by qualified intermediary institutions of the contributors for the recent two years; and
(6) Other documents as required by the CBRC to be submitted.
Article 14 After the preparatory establishment of a finance leasing company has been accomplished, the applicant shall apply for business start and shall submit the following documents to the CBRC:
(1) A report on preparatory establishment work, and an application form for business start;
(2) A capital assessment certificate issued by a qualified domestic intermediary institution, and a registration letter issued by the administrative department for industry and commerce on advance approval of the finance leasing company's name;
(3) A name list of shareholders, and the amount and proportion of their contributions;
(4) Articles of association of the finance leasing company, which shall at least cover the name, business place, nature of institution, registered capital, scope of business, organizational form, operation and management, termination and liquidation, etc. of the institution;
(5) The name list, specific resumes and certification materials on post holding qualification of the senior managers to be appointed;
(6) Bylaws for the businesses to be operated, and risk control rules;
(7) Materials about the business place and other facilities in relation to business; and
(8) Other documents as required by the CBRC.
Article 15 A finance leasing company may, upon approval of the CRBC, establish a branch. The specific requirements for the establishment of branches shall be separately provisioned by the CBRC.
Article 16 The CBRC shall carry out the post holding qualification approval system to directors and senior managers of finance leasing companies.
Article 17 A finance leasing company shall report to the CBRC for approval with regard to any of the following changes:
(1) Change of name;
(2) Change of organizational form;
(3) Adjustment of business scope;
(4) Change of registered capital;
(5) Change of stock rights;
(6) Modification of articles of association;
(7) Change of registration place or business place;
(8) Change of directors or senior managers;
| 
