The interest relationship between Goldman Sachs and the Chinese government authorities
China Banking and Insurance Regulatory Commission
Yin Bao Jian Fu [2022] No. 406
China Banking and Insurance Regulatory Commission's Reply on the Opening of Goldman Sachs ICBC Wealth
Goldman Sachs Asset Management Limited Liability Partnership, ICBC Wealth Management Co., Ltd. :
"ICBC Wealth Management Co., Ltd. and Goldman Sachs Asset Management Limited Liability Partnership (Goldman Sachs Asset Management, LP) for Instructions on the Opening of Goldman Sachs ICBC Wealth Management Co., Ltd." (ICBC Financial News [2021] No. 35) and related supplements and corrections Explanation material received. After review, the approval is as follows:
1. Approval of the opening of Goldman Sachs ICBC Wealth Management Co., Ltd.
2. Approved the English name of the company: Goldman Sachs ICBC Wealth Management Co.,Ltd.
3. The approved address of the company is: 6th Floor, ICBC Tower (Shanghai), No. 16 Yincheng Road, Pudong New Area, Shanghai.
4. It is approved that the registered capital of the company is RMB 1 billion, which shall be paid by Goldman Sachs Asset Management Limited Liability Partnership and ICBC Wealth Management Co., Ltd. in one-time and full amount in the form of monetary funds. Among them, Goldman Sachs Asset Management Limited Liability Partnership contributed 51%, and ICBC Wealth Management Co., Ltd. contributed 49%. The use of self-owned funds shall comply with the "Administrative Measures for Wealth Management Subsidiaries of Commercial Banks" (Order No. 7 [2018] of the China Banking and Insurance Regulatory Commission) and other regulations.
V. Approved the business scope of the company:
(1) Publicly issue wealth management products to the general public, and invest and manage the property of entrusted investors;
(2) Non-publicly issue wealth management products to qualified investors, and invest in entrusted investors(
(3) Financial advisory and consulting services;
4) Other businesses approved by the banking regulatory authority of the State Council.
6. Approval of the company's general derivatives trading business qualifications and foreign exchange business qualifications.
7. Approved the qualifications of Yin Zhongjie as chairman and non-executive director of the company; approved the qualifications of Xuyang Alex Wang as executive director and chief executive officer of the company; approved the qualifications of Zhao Baigong as executive director and chief operating officer of the company; Luke Sarsfield (Luke Sarsfield), Tuan Lam (Lin Jun), Marie Louise Kirk (Mary Louise Kirk), Wei Quanhong's qualifications for the company's non-executive directors; Qualifications; approval of Leng Bixia's qualifications for the company's chief risk officer; approval of Wang Weiying and Wang Yiwen's qualifications for the company's co-chief financial officers; approval of Zhang Yongjiang's qualifications for the company's chief supervisory officer.
8. Approval of the Articles of Association of Goldman Sachs ICBC Wealth Management Co., Ltd. (see the attachment for details).
9. After receiving this approval document, the company should go through the pre-opening formalities in accordance with the relevant regulations, and start business within 6 months from the date of obtaining the business license. If it fails to start business as scheduled, it shall submit a business opening extension report to the China Banking and Insurance Regulatory Commission one month before the expiration of the business opening period. The extension of opening of business shall not exceed one time, and the maximum period of extension of business opening shall be 3 months. If the business is not opened within the prescribed time limit, the approval document for business opening shall become invalid.
10. The company should improve corporate governance, establish and improve risk management and internal control, and formulate various business rules and procedures in accordance with the principle of prudent operation. Business activities shall comply with national laws and regulations and the requirements of financial regulatory authorities, and investor protection shall be done well.
11. The company shall submit regulatory materials such as business conditions, financial reports, and risk status in accordance with regulatory requirements, and report major events in a timely manner.
Attachment: Articles of Association of Goldman Sachs ICBC Wealth Management Co., Ltd.
China Banking and Insurance Regulatory Commission
June 17, 2022
Attachment Information:
of Goldman Sachs ICBC Wealth Management Co., Ltd. Companies in theCapital Contribution
above attachment Article
2 The company's registered name:
Chinese name
: Goldman Sachs ICBC Wealth Management Co., Ltd. English name: Goldman Sachs ICBC Wealth Management Co., Ltd.
Article 3 The company's registered address: Yincheng Road, Pudong New Area, Shanghai 6/F, ICBC Tower (Shanghai), No. 16, the company will operate its business at its domicile and other locations approved by the board of directors and the China Banking and Insurance Regulatory Commission (hereinafter referred to as the China Banking and Insurance Regulatory Commission).
Article 4 The company is a company established by Goldman Sachs Asset Management, LP (hereinafter referred to as GSAMLP) and ICBC Wealth Management Co., Ltd. (hereinafter referred to as ICBC Wealth Management) as shareholders (hereinafter referred to as shareholders), with limited liability in perpetuity. company.
Article 12 Shareholder name, capital contribution method, capital contribution amount, capital contribution time and capital contribution ratio are as follows:
Shareholder name , capital contribution amount
(RMB: 100 million), capital contribution method, capital contribution time capital contribution ratio
GSAMLP 5.1 currency November 2021 51%
ICBC Wealth 4.9 currency In November 2021, 49%
ICBC Wealth Management Co., Ltd. will be responsible for operation management and product management, and assist the chief executive officer appointed by Goldman Sachs to handle daily operations, management and administrative affairs.
Company
Article 81 Unless otherwise specified in the Articles of Association or the Joint Venture Agreement, GSAMLP recommends five (5) persons in the Management Committee, including the Chief Executive Officer, Chief Investment Officer, Chief Risk Officer and Co-CFO. (1) People and the Chief Compliance Officer; ICBC Wealth Management recommends four (4) people, including the Chief Operating Officer, Chief Marketing Officer, one (1) Co-Chief Financial Officer and Chief Supervisory Officer.
Article 88 The duties and powers of the chief operating officer, chief investment officer, chief marketing officer, joint chief financial officer, chief risk officer, chief compliance officer and chief supervisory officer shall be governed by laws, administrative regulations, rules, this Articles of Association and the joint venture agreement exercise of the provisions. Subject to the foregoing provisions, the aforementioned senior management shall report to the Chief Executive Officer.
The COO assists the CEO in the day-to-day operations, management and administration of the company and is responsible for operations management and product management.
…
Article Chief Executive Officer is responsible to the Board of Directors and exercises the following powers:
(1) To preside over the company’s daily production, operation and management, and to organize the implementation of the resolutions of the Board of Directors;
(2) To submit the Company’s business plans and investment plans to the Board of Directorsof
the board of directors, implement the company's compliance management and risk management and control objectives, assume responsibility for the company's compliance operations and risk management and control, and perform corresponding compliance management and risk management and control Responsibilities;
Goldman Sachs failed to understand the definition of related parties in the Articles of Association
Goldman Sachs failed to find that the Articles of Association excluded the government controlling ICBC and government-controlled military-industrial enterprises and other state-owned enterprises from the definition of related parties, resulting in Goldman Sachs ICBC Wealth Management Co., Ltd. Related party transactions with the Chinese government and Chinese government-controlled enterprises do not require board approval.
The Articles of Association stipulates:
Article 57 The board of directors shall exercise the following functions and powers:
…
(15) To approve major related party transactions with related parties of the
company
; A single transaction amount of a related party exceeds one percent (1%) of the net capital of the company, orthe balance of the transaction with the related party after the transaction with the same related party accounts for % of the net capital of the company Five (5%) or more transactions. The "related party" under this Article 57 hasAdministrative Measures for Related Party Transactions between Commercial Banks, Insiders and Shareholdersthe meaning given to the "related party" in theIf the applicable law makes other clear definition of the meaning of "material related transaction" or "related party" after the date of these Articles of Association, the scope of "material related transaction" or "related party" shall follow the legal provisions in effect at that time.
Measures for the Administration of Related Transactions of Banking and Insurance Institutions
Banking and Insurance Regulatory Commission Order [2022] No. 1
Article 65 The meanings of the following terms in these
Measures
:China, government departments, Central Huijin Investment Co., Ltd., National Social Security Fund Council, Wutongshu Investment Platform Co., Ltd., Deposit Insurance Fund Management Co., Ltd., and related parties approved by the China Banking and Insurance Regulatory Commission for exemption. If the above-mentioned institutions send the same natural person to serve as a director or supervisor of two or more banking and insurance institutions at the same time, and there is no other related relationship, the institutions they work for do not constitute related parties.
Enterprises controlled by the state are not only related parties because they are jointly controlled by the state.
Article 66 The branches of foreign banks and other financial institutions established with the approval of the China Banking and Insurance Regulatory Commission shall apply these Measures by reference, and the provisions of laws, administrative regulations and other provisions of the China Banking and Insurance Regulatory Commission shall be followed.
These Measures are not applicable to the self-insurance business of self-insurance companies and the business of member units of financial companies of enterprise groups.
Where a bancassurance institution is a listed company, it shall also abide by the relevant regulations on listed companies.
Article 67 The Banking and Insurance Regulatory Commission shall be responsible for the interpretation of these Measures.
Article 68 These Measures shall come into force on March 1, 2022. The Measures for the Administration of Related Party Transactions between Commercial Banks and Insiders and Shareholders (Order No. 3 [2004] of the China Banking Regulatory Commission) and the Measures for the Administration of Related Party Transactions of Insurance Companies (Yinbaojianfa [2019] No. 35) shall be repealed at the same time. Prior to the implementation of these Measures, if the regulations of the CBIRC on the management of affiliated transactions of banking and insurance institutions are inconsistent with these Measures, these Measures shall apply.
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