颁布日期：20040311 　实施日期：20040311 　颁布单位：中国银行业监督管理委员会

　　China Banking¹ Regulatory Commission

　　March 11th， 2004

　　Chapter I General Provisions

　　Article 1 Joint-stock reform for state-owned commercial banks is a brand new reform practice in China's financial sector² with great significance. The present Guidance is hereby formulated⁴ with a view to ensuring the successful joint-stock reform experiments with the Bank of China and China Construction Bank （hereinafter referred to as the two pilot banks）。

　　Article 2 The general goal of the joint-stock reform for the two pilot banks is to lay special stress on such central links as reforming the management system， perfecting the governance structure， transforming the operational system and improving the effect of operation and to transform the two pilot banks into two modernized⁵ joint-stock commercial banks with adequate capital， strict internal control， safe operation， sound service and benefit and international competitiveness within about three years.

　　Article 3 Through reform， the two pilot banks shall reach and remain at above the medium-level of the world's top one hundred big banks by corporate⁶ governance structure and internationally prevailing⁷ financial indicators⁹.

　　Chapter II Reform of Corporation Governance

　　Article 4 The two pilot banks shall establish a standard shareholders¹⁰' general meeting， a standard board of directors， a standard supervisory board and a standard system of senior management respectively.

　　The shareholders' general meeting， board of directors， supervisory board and the system of senior management of the two pilot banks shall be set up on the principles of separate establishment， separate three powers， effective constraint¹¹ and coordinated¹² development in accordance with the requirements of modern corporate governance structure. A standard organizational framework shall be formed by joint-stock commercial banks in accordance with the related provisions of the Corporate Law as well as other laws and regulations so as to ensure independent operation and effective check and balance of various parties through a scientific and efficient system of decision making， enforcement and supervision¹³.

　　Article 5 The two pilot banks shall fairly and impartially¹⁴ choose strategic investors¹⁵ from home and abroad so as to change the unitary structure of stock equity¹⁶ and realize diversification¹⁷ of investors.

　　By introducing strategic investors especially foreign strategic investors， the two pilot banks shall not only enhance capital strength and improve their respective capital structure but also use for reference internationally advanced managerial experience， techniques and methods， thus promoting their managerial modalities and operational concept to be compatible with those of internationally advanced banks， and optimizing¹⁸ the corporate governance mechanism¹⁹.

　　Article 6 The two pilot banks shall formulate³ clear and definite developing strategies so as to maximize value of the banks.

　　The two pilot banks shall proceed from their own conditions and the market guidance， identify their core competitive advantages and market competitive advantages and formulate comprehensive development strategies in accordance with their development goals. And the strategies shall be put into effect by year to ensure their realization²⁰.

　　Article 7 The two pilot banks shall establish scientific systems of decision making， internal control and risk management.

　　The two pilot banks shall establish and improve risk management system covering credit risk， market risk and operational risk etc. and effectively identify， measure， supervise and control the risks.

　　Article 8 The two pilot banks shall， in accordance with the principle of intensive operating， exercise flatter organization and vertical²¹ business management to consolidate²² business process and management process， optimize²³ the system of organizational framework， improve resource allocation and raise the efficiency of business operating.

　　Article 9 The two pilot banks shall， according to the requirement of human resources management for modern financial enterprises， deepen the reform of the employment and personnel system， and establish market-oriented human resources management system and effective system of incentives²⁴ and constrains²⁵.

　　Article 10 The two pilot banks shall， in accordance with the standards and requirements for modern financial corporations and listed banks， exercise prudent²⁶ accounting²⁷ system and stringent²⁸ information disclosure system to enhance financial management and do a good job of information disclosure.

　　Article 11 The two pilot banks shall reinforce the construction of information and technology and improve comprehensive management and service functions in an all-round way.

　　Article 12 The two pilot banks shall implement²⁹ the strategy of financial talents development， intensify³⁰ targeted training programs and do well in introducing excellent professionals to key posts， and at the same time， pay attention to the effective utilization³¹ and reasonable allocation of human resources and play out the enthusiasm and creativity of available human resources.

　　Article 13 The two pilot banks shall bring into full play the specialized³² advantages of intermediary organizations and steadily³³ step up the process of joint-stock reform.

　　Chapter III Examination Indicators

　　Article 14 The examination indicators of the joint-stock reform for the two pilot banks shall include the net return on assets （ROA）， the net return on equity （ROE³⁴）， cost income ratio， NPL ratio， capital adequacy ratio （CAR）， large exposure concentration rate and provision coverage³⁵ ratio of non-performing loan.

　　Article 15 The ROA of the two pilot banks shall reach 0.6% in 2005， and international good standard in the year 2007.

　　Article 16 The ROE of the two pilot banks shall reach 11% in 2005， and further rise to over 13% in 2007 so as to ensure the effect of capital investment and achieve good return.

　　Article 17 The cost income ratio of the two pilot banks shall be controlled within the range of 35% to 45% as of 2005.

　　Article 18 The two pilot banks shall divide the non-credit assets into five grades from 2004， examine the quality of all assets in accordance with the five-grade classification， and keep the NPL ratio within the range of 3% to 5%.

　　Article 19 The two pilot banks shall manage capital in strict accordance with relevant provisions in the Regulations on Capital Adequacy Ratio of Commercial Bank as of 2004 and， the CAR shall be kept at above 8% at any time point.

　　Article 20 The two pilot banks shall take effective measures to strictly³⁶ control the centralized risk of the accreditation³⁷ to the same borrower， and the proportion of loan balance for the same borrower in the capital balance of the commercial banks shall be no more than the risk indicator⁸ of 10% as of 2005.

　　Article 21 The provision coverage ratio of NPL shall reach 60% for the Bank of China and 80% for China Construction Bank at the end of 2005， and be increased continuously by the end of 2007.

　　Chapter IV Examination and Reporting System

　　Article 22 The two pilot banks shall intensify efforts of bad assets disposal.

　　The two pilot banks shall investigate into law and regulation violating cases and severely³⁸ punish the personnel involved in such breaching³⁹ of laws， regulations and disciplines. Asset recovery should be earnestly carried out， preventing a few enterprises from evading⁴⁰ their liabilities by the chance of reform and earnestly keeping away moral hazards. A preliminary report on the whole work of investigation⁴¹ and corresponding measures shall be submitted before the end of 2004.

　　Article 23 A strict accountability system shall be exercised by the two pilot banks in the reform with the responsibilities implemented⁴² in accordance with the goals and tasks for the reform of state-owned commercial banks established by the State Council. The chairmen of the board of the two pilot banks shall bear primary responsibility.

　　The two pilot banks shall apply management by objective and make assessment⁴³ of each stage's work through strict examination and appraisal⁴⁴， which shall be submitted to the Leading Group of Pilot Joint-stock Reform for Solely⁴⁵ State-owned Commercial Banks under the State Council on a quarterly basis and comprehensive and strict examination and appraisal shall be conducted once a year. Latest developments of the reform shall be disclosed in a proper way to accept supervision from the society.

　　Article 24 China Banking Regulatory Commission will examine and supervise the reform of corporate governance structure and various financial indicators of the two pilot banks through overall examination， examination by year and quarterly report supervision. Results of examination and supervision shall be reported to the Leading Group of Pilot Joint-stock Reform for Solely State-owned Commercial Banks under the State Council on a yearly and quarterly basis.

　　Chapter V Supplementary⁴⁶ Provisions

　　Article 25 Interpretation⁴⁷ of this Guidance is subject to China Banking Regulatory Commission.

　　Article 26 This Guidance shall come into effect as of March 11th， 2004.