• CSRC Proposes to Amend its QDII Program
  • April 15, 2013 | Authors: Rob Bond; Anne-Marie Godfrey; Jin Wang; Xiaowei Ye
  • Law Firms: Bingham McCutchen LLP - Hong Kong Office ; Bingham McCutchen LLP - Beijing Office
  • On March 14, 2013, the China Securities Regulation Commission (the “CSRC”) published the draft amended Interim Measures for the Administration of Overseas Securities Investment by Qualified Domestic Institutional Investors, and the draft Regulations on Matters Concerning the Implementation of the Interim Measures for the Administration of Overseas Securities Investment by Qualified Domestic Institutional Investors (collectively, the “Draft Regulations”).The deadline for public comments on the Draft Regulations is April 13, 2013.The Draft Regulations (if adopted) will supersede the existing regulations issued by the CSRC in 2007 (the “Current Regulations”).

    There are currently several qualified domestic institutional investor (“QDII”) programs regulated by different regulators, i.e. the securities-company-and-fund-management-company QDIIs regulated by CSRC, the bank-and-trust-company QDIIs regulated by the People’s Bank of China and the China Banking Regulatory Commission, and the insurance-company QDIIs regulated by the China Insurance Regulatory Commission. The Draft Regulations and the Current Regulations issued by the CSRC apply only to securities-company-and-fund-management-company QDIIs, and references to “QDIIs” in this Alert are so limited, unless the context indicates otherwise.

    To date, the securities-company-and-fund-management-company QDIIs have been granted QDII investment quota of RMB 45.7 billion (approximately USD 7.25 billion), accounting for more than one-half of the total issued quota under all the QDII programs.

    As widely expected by the market, the Draft Regulations (if adopted) significantly expand the scope of securities companies and fund management companies permitted to participate in the QDII program.

    1. Expansion of Eligible QDII Institutions

    The current Regulations require: (i) with respect to a fund-management-company QDII applicant, a minimum net capital of RMB 200 million, at least two years’ experience in managing securities investment fund businesses, and assets under management of RMB 20 billion or more in the last quarter; and (ii) with respect to a securities-company QDII applicant, risk control tests, a minimum net capital of RMB 80 million, a ratio of net capital to net assets of 70% or more, at least one year of experience in managing collective asset management scheme1 businesses, and assets under management of RMB 2 billion or more in the last quarter. The Draft Regulations eliminate these requirements, thereby significantly expanding the ranks of eligible QDII institutions, and opening the QDII program to medium-and-small sized securities companies and fund management companies.

    2. Expansion of Permitted Investments

    Under the Draft Regulations, QDII funds raised under a specific quota asset management scheme2 may for the first time be invested in privately placed funds registered with securities regulators in jurisdictions that have signed memoranda of understanding regarding bilateral regulatory cooperation with the CSRC. The Draft Regulations also: remove various limits on investments by QDII funds raised under a specific quota asset management scheme; slightly expand the scope of financial derivative products available to QDIIs by removing the requirement that the exchange where the financial derivative products are traded must be an exchange recognized by the CSRC under a list of approved exchanges previously published by CSRC; and provide that funds raised under the QDII program can be invested in forward contracts, swaps, warrants, options, futures and other financial derivatives traded on overseas exchanges in jurisdictions that have signed memoranda of understanding regarding bilateral regulatory cooperation with the CSRC.

    3. Other Major Changes

    i. Filing with the CSRC by Securities-Company QDIIs

    Under the Draft Regulations, a securities-company QDII is no longer required to obtain approval from the CSRC to establish a collective asset management scheme for the purpose of raising fund under the QDII program. Instead, a filing by the securities-company QDII with the CSRC is sufficient.

    ii. Overseas Investment Consultant of a Fund-Management-Company QDII

    Although, theoretically, a fund-management-company QDII is allowed to engage any eligible offshore enterprise (including its offshore subsidiary) as its overseas investment consultant, in practice it has to engage an international investment consultant because its overseas investment consult is required under the Current Regulations to have at least five years’ experience in investment management businesses and securities assets under management of USD 10 billion or more in the last year. The Draft Regulations eliminate this requirement when a fund-management-company QDII engages its offshore subsidiary as its overseas investment consult.

    iii. QDII Quota

    QDII quota is granted to a QDII (as opposed to a QDII product). The Draft Regulations make this clearer by removing language that had led to confusion about this aspect of the rules.

    Conclusion

    Although the Draft Regulations do not fundamentally improve the QDII program, the Draft Regulations will help strengthen the competitiveness of securities-company-and-fund-management-company QDIIs and boost outbound securities investments by the Chinese investors.


    Endnotes

    1 A securities company is allowed to engage in collective asset management businesses by establishing a collective asset management scheme pursuant to the Implementing Rules for the Collective Asset Management Business of Securities Companies.

    2 A specific quota asset management scheme refers to a type of collective asset management scheme satisfying certain strict requirements (e.g. the minimum amount invested by a single investor is no less than RMB 1 million.)