nadi中华人民共和国证券投资基金法(英文版)

2021年1月22日发(作者：没办法)
证券投资基金法

The Law of the People's Republic of China on Securities Investment Fund
The
Law
of
the
People's
Republic
of
China
on
Securities
Investment
Fund,
which
was
adopted at the fifth meeting of the Standing Committee of the Tenth National People's Congress
on October 28, 2003, is hereby promulgated and shall take effect as of June 1, 2004.





Hu Jintao, the President




October 28, 2003





Law of the People's Republic of China on Securities Investment Fund
Contents
Chapter I General Provisions
Chapter II Fund Managers
Chapter III Fund Trustees
Chapter IV Raising of Fund
Chapter V Trading of Fund Shares
Chapter VI Subscription to and Redemption of Fund Shares
Chapter VII Fund Operations and Information Disclosure
Chapter
VIII
Alteration
and
Termination
of
the
Fund
Contract
and
Liquidation
of
Fund
Property
Chapter IX Rights of the Fund Share Holders and the Exercise thereof
Chapter X Supervision and Administration

Chapter XI Legal Liabilities
Chapter XII Supplementary Provisions
Chapter I General Provisions
Article
1
The
present
Law
is
enacted
with
a
view
to
regulating
the
activities
concerning
securities investment fund, to protect the legitimate rights and interests of the investors and other
relevant
parties,
and
to
promote
the
healthy
development
of
securities
investment
fund
and
securities market.

Article
2
The
present
Law
shall
apply
to
the
securities
investment
activities
conducted
through
the
method
of
portfolio
and
through
public
offering
of
fund
shares
to
raise
securities
investment
fund
(hereinafter
referred
to
as
fund),
which
is
managed
by
fund
managers
and
entrusted to fund trustees for the benefits of the fund share holders; the matters not covered by the
present Law shall be governed by the Trust Law of the People's Republic of China, the Securities
Law of the People's Republic of China, and other relevant laws and administrative regulations.

Article
3
The
rights
and
obligations
of
the
fund
managers,
fund
trustees
and
fund
share
holders shall be stipulated in the fund contracts in accordance with the present Law.
The
fund
managers and
fund
trustees
shall
perform
the
duties
of
trusteeship
in
accordance
with the present Law and the fund contract. A holder of fund shares shall enjoy the benefits and
bear the risks to the extent of the fund shares it holds.

Article 4 Those engaging in the activities involving securities investment fund shall adhere to
the
principles
of
free
will,
fairness
and
good
faith,
and
may
not
impair
the
state
and
public
interests.

Article
5
A
fund
contract
shall
stipulate
the
operation
method
of
the
fund.
A
fund
can
be
operated in a closed, open, or any other way.
A fund operated in a closed way (hereinafter referred to as closed fund) refers to the fund of
which the ratified total fund shares remains fixed during the valid term of the fund contract and of
which the fund shares can be traded on the securities exchanges established according to law, but
can not be redeemed by the fund share holders through application.
A fund operated in an open way (hereinafter referred to as open fund) refers to the fund of
which
the
total
fund
shares
are
unfixed
and
of
which
the
fund
shares
may
be
subscribed
to
or
redeemed at the time and place stipulated in the fund contract.
The
methods
of
offering,
trading,
subscription
and
redemption
of
the
fund
shares
of
other
funds operated through other methods shall be separately formulated by the State Council.

Article 6 Fund property shall be independent from the property owned by the fund manager
and fund trustee. The fund manager and fund trustee may not attribute any of the fund property
into their own property.
The property and benefits obtained by the fund manager and fund trustee as a result of the
management, utilization or any other use of the fund shall be included into the fund property.
Where
the
fund
manager
or
fund
trustee
goes
into
liquidation
as
a
result
of
dissolution,
cancellation, or declared bankruptcy according to law, the fund property shall not be taken as their
liquidation property.
Article
7
The
credit
rights
of
fund
property
may
not
be
set
off
against
the
debts
of
the
property owned by the fund manager and fund trustee; and the credit rights and debts of different
fund properties may not be set off against each other.

Article
8 The
debts not
arising
out of
the
fund property
may
not
be
enforced
against
such
fund property.

Article
9
The
fund
manager
and
fund
trustee
shall,
in
managing
and
utilizing
the
fund
property, devote themselves to their duties and perform the obligations of good faith, prudence and
diligence.
Fund
practitioners
shall
have
obtained
the
qualifications
for
practice
relating
to
funds,
and
shall abide by the laws, administrative regulations, professional ethics, and code of conduct.
Article
10
Fund
managers,
fund
trustees
and
fund
share
offering
institutions
may
establish
trade
associations
to
strengthen
self-regulation,
coordinate
trade
relationship,
provide
trade
services, and promote the development of the trade.

Article 11 The securities regulatory department under the State Council shall supervise and
regulate the activities concerning securities investment fund according to law.

Chapter II Fund Managers
Article 12 Fund managers shall be assumed by the fund management companies established
according
to

be
a
fund
manager,
the
ratification
of
the
securities
regulatory
department
under the State Council is required.

Article 13 For establishment of a fund management company, the following conditions shall
be
satisfied
and
the
approval
of
the
securities
regulatory
department
under
the
State
Council
is
required:
1) Having the articles of association which are in conformity with the present Law and the
Company Law of the People's Republic of China;
2) Having a registered capital of no less than 100 million RMB and all of the capital being
paid-in monetary capital;
3)
Principal
shareholders
having
good
business
performance
and
public
reputation
in
the
securities business, securities investment consultation, trust assets management or other financial
assets
management,
having
no
record
of
violation
of
law
within
the
last
3
years,
and
having
a
registered capital of no less than 300 million RMB;
4) The number of persons with fund practice qualification reaching the statutory requirement;

5) Having business sites, security facilities and other facilities relating to fund management
business that comply with the requirements;
6) Having sound internal auditing and monitoring system and risk control system;
7) Other conditions provided for by laws and administrative regulations and those provided
for
by
the
securities
regulatory
department
under
the
State
Council
and
approved
by
the
State
Council.

Article
14
The
securities
regulatory
department
under
the
State
Council
shall,
within
6
months from accepting the application for establishment of a fund management company, make
the
examination
pursuant
to
the
conditions
specified
in
Article
13
hereof
and
the
principle
of
prudent
regulation,
make
the
decision
whether
to
grant
the
approval
or
not,
and
notify
the
applicant,
and
shall
explain
the
reasons
if
no
approval
is
granted.
Where
a
fund
management
company
is
to
establish
any
branch,
modify
its
articles
of
association,
or
alter
any
other
major
matters, it shall apply to the securities regulatory department under the State Council for approval.
The securities regulatory department under the State Council shall, within 60 days from the day of
accepting
the
application,
make
the
decision
whether
to
grant
approval
or
not,
and
notify
the
applicant, and shall explain the reasons if no approval is granted.
Article
15
None
of
the
following
personnel
may
be
a
securities
practitioner
of
a
fund
manager:
1)
Those
being
given
criminal
penalties
for
the
crime
of
bribery
and
embezzlement,
malfeasance,
or
encroachment
of
property,
or
the
crime
of
undermining
the
socialist
market
economic order;
2) The directors, supervisors, factory directors, mangers and other senior executives who are
personally liable for the bankruptcy and liquidation due to poor management or the revocation of
business license due to violation of law of the companies and enterprises in which they hold office,
provided that it has been less than 5 years since the day of the end of the bankruptcy liquidation or
of the revocation of business license;

3) Those with large amount of outstanding personal debts;
4)
The
practitioners
of
fund
managers,
fund
trustees,
securities
exchanges,
securities
companies, securities registration and settlement institutions, futures exchanges, futures brokerage
companies
and
other
institutions,
and
the
state
functionaries
that
have
been
dismissed
due
to
violations of law;
5) The lawyers, certified accountants, practitioners of assets evaluation institutions and assets
verification
institutions,
and
practitioners
of
investment
consultation
institutions
whose
practice
licenses have been revoked or who have been disqualified due to violations of law;
6) Other personnel that may not engage in the fund business as provided for by any law or
administrative regulation.

Article 16 The managers and other senior managerial personnel of a fund manager shall be
familiar with the laws and administrative regulations concerning securities investment, have the
qualification for fund practice, and have worked in the field relevant to the position they hold for
more than 3 years.

Article 17 The selection or change of the managers and other senior managerial personnel of
a fund manager shall be submitted to the securities regulatory department under the State Council
for
examination
in
accordance
with
the
conditions
for
holding
such
office
provided
for
by
the
present Law and other relevant laws and administrative regulations.

Article
18
The
directors,
supervisors,
managers
and
other
practitioners
of
a
fund
manager
may not hold any position in the fund trustee or other fund managers, and may not conduct any
securities
transactions
and
other
activities
that
impair
the
fund
property
and
the
interests
of
the
fund share holders.
Article 19 A fund manager shall perform the following duties:
1) Raising the fund according to law and handling or entrusting other institutions recognized
by the securities regulatory department under the State Council to handle the offering, subscription,
redemption and registration of fund shares;
2) Making fund records;
3) Applying separate management and separate account books to different fund properties it
manages to make securities investment;

4) Determining the scheme on distribution of fund proceeds according to the stipulations of
the fund contract and distributing profits to the holders of fund shares in good time;
5) Making fund accounting and preparing the fund financial accounting report;

6) Preparing midterm and annual fund reports;
7) Calculating and publicizing the net value of the fund assets and determining the prices for
subscription and redemption of the fund shares;
8)
Handling
the
relevant
information
disclosures
related
to
the
management
of
the
fund
property;
9) Convening the fund share holders'' meeting;
10) Keeping the records, account books, statements and other relevant materials of the fund
property management;

11)
Exercising
litigation
rights
or
carrying
out
other
legal
action
in
the
name
of
the
fund
manager for the interests of the fund share holders;
12) Other duties provided for by the securities regulatory department under the State Council.

Article 20 A fund manager may not conduct any of the following acts:
1) Mixing its own property or the property of others with the fund property to make securities
investment;

2) Treating different fund properties it manages unfairly;
3) Seeking benefits for any third party other than the fund share holders by using the fund
property;
4) Unlawfully promising the fund share holders to make benefits or bear losses;

5) Any other acts prohibited by the securities regulatory department under the State Council
in accordance with the relevant provisions of the laws and administrative regulations.

Article
21
With
respect
to
a
fund
manager
under
any
of
the
following
circumstances,
the
securities regulatory department under the State Council shall, according to its powers, order that
fund manager to make rectification or disqualify it as a fund manager:
1) Having committed any serious violations of laws or rules;
2) No longer meeting the conditions provided for in Article 13 hereof;
3) Other circumstances provided for by laws and administrative regulations.

Article
22
Under
any
of
the
following
circumstances,
the
duties
of
a
fund
manager
shall
terminate:
1) Being disqualified for fund management;
2) Being dismissed by the fund share holders'' meeting;
3) Being dissolved, or cancelled, or declared bankruptcy according to law;
4) Other circumstances stipulated in the fund contract.
Article
23 Where
the
duties
of
a
fund
manager
terminate,
the
fund
share
holders''
meeting
shall
appoint
a
new
fund
manager
within
6
months;
before
the
appointment
of
the
new
fund
manager, the securities regulatory department under the State Council shall designate a temporary
fund manager.




A
fund
manager
shall,
upon
termination
of
its
duties,
keep
in
good
conditions
the
materials of fund management and process the formalities for handover of the business in good
time, the new fund manger or temporary fund manager shall take over the business in good time.

Article 24 A fund manager shall, upon termination of its duties, retain an accounting firm to
audit
the
fund
property,
publicize
the
auditing
results
and
put
on
record
with
the
securities
regulatory department under the State Council.

Chapter III Fund Trustees
Article
25
Fund
trustee
shall
be
assumed
by
a
commercial
bank
which
was
established
according to law and has obtained the qualification for fund trust.
Article 26 To apply for the qualification for fund trust, a commercial bank shall satisfy the
following
conditions
and
be
ratified
by
the
securities
regulatory
department
and
the
banking
regulatory department under the State Council:
1) Its net assets and capital adequacy complying with the relevant provisions;
2) Having set up a specialized department of fund trust;
3)
The
number
of
the
full-time
personnel
with
fund
practice
qualification
reaching
the
statutory requirement;
4) Having the conditions for safe keeping of the fund property;
5) Having safe and high efficient clearing and settlement system;
6) Having business sites, security facilities and other facilities relating to fund trust business
that meet the requirement;
7) Having sound internal auditing and monitoring system and risk control system;
8)
Satisfying
other
conditions
provided
for
by
laws
and
administrative
regulations
and
the
conditions
provided
for
by
the
securities
and
banking
regulatory
departments
under
the
State
Council and approved by the State Council.

Article
27
Articles
15
and
18
shall
apply
to
the
practitioners
of
the
specialized
fund
trust
department of a fund trustee.
Articles 16 and 17 shall apply to the managers and other senior managerial personnel of the
specialized fund trust department of a fund trustee.
Article 28 A fund trustee and a fund manager may not be the same party, and may not make
capital contribution to or hold the shares of each other.

Article 29 A fund trustee shall perform the following duties:

1) Keeping the fund property safely;
2)
Opening
capital
accounts
and
securities
accounts
of
the
fund
property
pursuant
to
the
provisions;
3) Setting up separate accounts for different fund properties under its trust and ensuring the
completeness and independence of the fund properties;
4) Keeping the records, account books, statements and other relevant materials of the fund
trust business;
5)
Handling
the
clearing
and
settlement
at
the
investment
orders
of
the
fund
manager
pursuant to the stipulations of the fund contract;
6) Handling the information disclosures relating to the fund trust business activities;

7) Presenting opinions on the fund financial accounting report and the midterm and annual
fund reports;
8)
Checking
and
examining
the
net
value
of
the
fund
assets
and
the
subscription
and
redemption prices of the fund shares calculated by the fund manager;
9) Convening the fund share holders'' meeting pursuant to the provisions;
10) Supervising the investment operations of the fund manager pursuant to the provisions;
11) Other duties provided for by the securities regulatory department under the State Council.
Article 30 Where a fund trustee finds out that any investment order of a fund manager is in
violation
of
any
of
the
laws,
administrative
regulations
or
other
relevant
provisions,
or
the
stipulations
of
the
fund
contract,
it
shall
refuse
to
execute
such
order,
notify
the
fund
manager
immediately
and
report
to
the
securities
regulatory
department
under
the
State
Council
in
good
time.
Where a fund trustee finds out that any investment order of a fund manager which has taken
effect according to the transaction procedures is in violation of the laws, administrative regulations
or
other
relevant
provisions,
or
the
stipulations
of
the
fund
contract,
it
shall
notify
the
fund
manager immediately and report to the securities regulatory department under the State Council in
good time.
Article 31 The provisions of Article 20 hereof shall apply to fund trustees.

Article
32
With
respect
to
a
fund
trustee
under
any
of
the
following
circumstances,
the
securities
and
banking
regulatory
departments
under
the
State
Council
shall,
according
to
their
powers, order it to make rectification or disqualify it as a fund trustee:
1) Having committed any serious violation of laws and rules;
2) No longer meeting the conditions provided for in Article 26 hereof;
3) Other circumstances provided for by laws and administrative regulations.
Article
33
The
duties
of
a
fund
trustee
shall
be
terminated
under
any
of
the
following
circumstances:
1) Being disqualified as a fund trustee;
2) Being dismissed by the fund share holders'' meeting;
3) Being dissolved, cancelled, or declared bankruptcy according to law; or
4) Other circumstances stipulated in the fund contract.

Article 34 Upon termination of the duties of a fund trustee, the fund share holders'' meeting
shall
appoint
a
new
fund
trustee
within
6
months;
and
before
the
appointment
of
the
new
fund
trustee, the securities regulatory department under the State Council shall designate a temporary
fund trustee.
A fund trustee shall, upon termination of its duties, keep in good conditions the fund property
and
fund
trust
business
materials
and
process
the
formalities
for
handover
of
the
property
and
business in good time, the new fund trustee or temporary fund trustee shall take over the property
and business in good time.

Article 35 A fund trustee shall, upon termination of its duties, retain an accounting firm to
audit its fund property pursuant to the provisions, publicize the auditing results, and report to the
securities regulatory department under the State Council for archival purposes at the same time.

Chapter IV Raising of Fund
Article 36 A fund manager shall, when offering fund shares and raising fund pursuant hereto,
submit the following documents to and get ratification from the securities regulatory department
under the State Council:
1) An application report;
2) A draft fund contract;
3) A draft fund trust agreement;
4) A draft prospectus;
5) Qualification certificates of the fund manager and fund trustee;
6)
Financial accounting reports, which have been audited by accounting firms, of the fund
managers and fund trustees of the last 3 years or since their establishment;
7) Letters of legal opinion issued by law firms; and
8) Other documents to be submitted as provided for by the securities regulatory department
under the State Council.
Article 37 A fund contract shall include the following contents:
1) Purpose for raising the fund and the name of the fund;
2) Names and domiciles of the fund manager and fund trustee;
3) Method of fund operation;
4) Total fund shares and the valid term of the fund contract in the case of a closed fund, or the
minimum total shares to be raised in the case of an open fund;
5) Principles for determining the date of offering of fund shares, the prices and expenses;
6) Rights and obligations of the fund share holders, fund manager and fund trustee;
7) Procedures and rules for the convening of, and deliberation and voting on the fund share
holders'meeting;
8)
The procedures,
time
and
place
of
the offering,
trading,
subscription
and
redemption
of
fund
shares,
the
calculation
method
of
expenses,
and
the
time
and
method
of
payment
of
redemption price;
9)
Principles
for
the
distribution
of
fund
proceeds
and
the
method
of
execution
of
such
principles;
10) Methods of drawing and paying and proportions of the administrative fees and trust fees
as the remuneration of the fund manager and fund trustee;
11)
Methods
of
drawing
and
paying
other
expenses
relating
to
the
management
and
utilization of fund property;
12) Directions of and restrictions on investment of fund property;
13) Calculation method and publicizing method of the net value the fund assets;
14) Methods of handling where the fund raised fails to meet the statutory requirements;
15) Causes and procedures for avoidance and termination of the fund contract, as well as the
liquidation method of the fund property;
16) Dispute settlement methods;
17) Other matters agreed upon by the parties.

Article 38 The prospectus of a fund shall include the following contents:
1)
Name
of
the
ratification
document
for
the
application
for
fund
raising
and
the
date
of
ratification;
2) Basic information of the fund manager and fund trustee;
3) Summary of the fund contract and fund trust agreement;
4) Date of offering, prices, expenses, and period of offering of the fund shares;
5)
Method
of
offering
the
fund
shares
and
the
names
of
the
offering
institution
and
registration institution;
6) Names and domiciles of the law firms issuing letters of legal opinion and the accounting
firms auditing the fund property;
7) Methods of drawing and paying and proportions of the remuneration of the fund manager
and fund trustee and other relevant expenses;
8) Contents of risk warning; and
9)
Other
contents
provided
for
by
the
securities
regulatory
department
under
the
State
Council.

Article
39
The
securities
regulatory
department
under
the
State
Council
shall,
within
6
months from the day of accepting an application for fund raising, make the examination pursuant
to the laws and administrative regulations, the provisions of the securities regulatory department
under the State Council, and the principle of prudence, make the decision to grant ratification or
not and notify the applicant; and shall explain the reasons if ratification is not granted.

Article 40 Fund shares may be offered only after the application for fund raising has been
ratified.

Article 41 The offering of fund shares shall be the responsibility of the fund manager; and the
fund
manager
may
entrust
another
agency
recognized
by
the
securities
regulatory
department
under the State Council to handle the offering on its behalf.
Article 42 A fund manager shall publicize the prospectus, fund contract and other relevant
documents 3 days prior to the offering of the fund shares.
The documents specified in the preceding paragraph shall be true, accurate and complete.
Publicity and promotion of the fund raising shall be in conformity with the relevant laws and
administrative regulations and shall not involve any acts specified in Article 64 hereof.

Article 43 A fund manager shall start raising fund within 6 months from the day of receiving
the
ratification
document.
If
the
fund
raising
starts
after
that
6
months
and
no
substantial
alterations have happened to the ratified matters, the fund manager shall report to the securities
regulatory department under the State Council for archival purposes; and if there is any substantial
alteration, it shall file a new application with the securities regulatory department under the State
Council.
The
fund
raising
shall
be
finished
within
the
fund
raising
period
ratified
by
the
securities
regulatory department under the State Council. The fund raising period shall be calculated starting
from the day of offering the fund shares.

Article 44 Upon expiration of the fund raising period, in the case of a closed fund, if the total
amount of fund shares raised reaches 80% or more of the ratified scale, or in the case of an open
fund, if the total amount of fund shares raised reaches the minimum amount ratified, and if the
number
of
the
fund
share
holders
meets
the
provisions
of
the
securities
regulatory
department
under the State Council, the fund manager shall, within 10 days from the expiration of the fund