Chapter I General Provisions

Article 1 For the purpose of facilitating consumer finance industry and regulating the consumer finance business practices of non-bank financial institutions, the Measures herein have been formulated in accordance with the Law of the People's Republic of China on Supervision and Administration of the Banking Industry, the Company Law of the People's Republic of China and other laws and regulations.

Article 2 The "consumer finance companies" herein refer to non-bank financial institutions established in the People's Republic of China upon the approval of China Banking Regulatory Commission (CBRC), which are not to absorb deposits from the public, and which provide small amount and widely spread loans to Chinese residents for their consumption.

Article 3 The name of a consumer finance company shall contain the words of "consumer finance." Without the approval of the CBRC, no unit may use "consumer finance" in its name.

Article 4 The CBRC and its dispatched agencies shall administer and supervise consumer financial companies as well as their business activities.

Chapter II Establishment, Change and Termination

Article 5 A consumer finance company applying for establishment shall satisfy the following conditions:

(1) Having a company charter that conforms to the Company Law of the People's Republic of China and the provisions of the CBRC;

(2) Having qualified investors;

(3) With registered capital no less than the minimum amount required herein;

(4) Having qualified directors and senior managers and qualified staff familiar with consumer finance business;

(5) Having sound systems with respect to corporate governance, internal control, business operation and risk management;

(6) Having business sites, safety measures and other facilities fit for its business operation; and

(7) Other prudent conditions required by the CBRC.

Article 6 The main investor of a consumer finance company shall be domestic or overseas financial institutions or other investors approved by the CBRC, and they should satisfy the following conditions:

(1) Having over five-year practice experience in consumer finance field;

(2) The year-end total assets in the preceding year is no less than 60 billion yuan or the equivalent amount of any convertible currency (on consolidated accounting statement basis);

(3) Having good financial standing and earning profits in the recent two fiscal years (on consolidated accounting statement basis);

(4) Having good reputation, without any record of serious rule violation or illegal operations in the recent two years;

(5) The contributed capital shall be from a real and legitimate source and no loan funds and entrusted funds may be used as contributed capital;

(6) Making a commitment that its/their equities of the consumer finance company will not be transferred within three years (except as otherwise required by the CBRC), which shall be written in the articles of the charter of the company to be established;

(7) Having a sound corporate governance structure, internal control mechanism and risk management system;

(8) Satisfying the monitoring requirements of relevant regulating departments;

(9) In case of an overseas financial institution, it shall have its representative office in China for more than two years or have established a branch and have a sufficient analysis and research of Chinese market; moreover, the financial regulating authority in the country or region where the institution is located has established a good cooperative mechanism with the CBRC on administration and supervision; and

(10) Other prudent conditions provided by the CBRC.

Article 7 In addition to the provision that the general contributor of a consumer finance company shall satisfy the conditions of Article 6 (3), (4), (5), (6), (7), (8) and (9) herein, for a financial institution, its registered capital shall be no less than 300 million yuan or the equivalent amount of any convertible currency, and for a non-financial institution, its rate of net assets shall be no less than 30 percent.

Article 8 The registered capital of a consumer finance company shall be one-off paid-in money capital, and the minimum amount is 300 million yuan or the equivalent amount of any convertible currency.

The CBRC may adjust the minimum amount of the registered capital according to the development of consumer finance business and as required by prudent supervision and administration.

Article 9 A consumer finance company may establish branches upon the approval of the CBRC according to the needs of business development. The specific conditions for establishing a branch shall be formulated by the CBRC separately. Without the approval of the CBRC, no consumer finance company may conduct business outside the administrative region where it is registered.

Article 10 The CBRC checks and approves of the professional qualifications of the directors and senior managers of a consumer finance company.

Article 11 A consumer finance company shall report to the CBRC for approval for any of the following issues:

(1) Change of its name;

(2) Change of its registered capital;

(3) Change of ownership or adjustment of ownership structure;

(4) Change of the domicile or business sites of the company;

(5) Revision of the company's charter;

(6) Change of any director and senior manager;

(7) Adjustment of business scope;

(8) Change the form of organization;

(9) Merger or division; or

(10) Other changes required by the CBRC.

Article 12 In any of the following circumstances, a consumer finance company may dissolve upon the approval of the CBRC:

(1) Where the operating period as specified in the company's charter expired or occurrence of other issues resulting in dissolution as specified in the company's charter;

(2) Where the agency with the decision power as specified in the company's charter decides to dissolve the company;

(3) Where the company has to be dissolved due to merger or splitting up; or

(4) Other legal particulars.

Article 13 Where a consumer finance company is terminated due to dissolution, cancellation according to law or announced bankruptcy, the liquidation shall be handled in accordance with relevant laws and regulations of China.

Article 14 The administrative license procedures for the establishment, change and termination of a consumer finance company and the approval of the qualification of its directors and senior managers shall be subject to the provisions of the CBRC.

Article 15 Where the establishment, change and operation of a consumer finance company involve any issues concerning foreign exchange control, relevant provisions of China on foreign exchange control shall be complied with.

Chapter III Business Scope and Operation Rules

Article 16 A consumer finance company may operate the following Renminbi business partly or totally upon the approval of the CBRC:

(1) Loan for consumer durables;

(2) Loan for general purpose personal consumption ;

(3) Transferring of credit assets;

(4) Inter-bank lending within China;

(5) Loan from domestic financial institutions;

(6) Issuance of financial bonds upon approval;

(7) Consulting and agency business related to consumer finance;

(8) Sale of insurance products related to consumption loan on commission basis;

(9) Fixed income securities investment business;

(10) Other businesses approved by the CBRC.