The China Banking and Insurance Regulatory Commission publicly solicits opinions on the "Regulations on Disclosure of Information on Asset Management Products of Banking and Insurance Institutions (Draft for Soliciting Opinions)"

On May 23, the China Banking and Insurance Regulatory Commission solicited public opinions on the "Administrative Measures for the Disclosure of Asset Management Products by Banking and Insurance Institutions (Draft for Solicitation of Comments)" to regulate the disclosure of information on asset management trust products, wealth management products, and insurance asset management products, and strengthen the protection of investors' legitimate rights and interests. Asset management products may not disclose performance benchmarks. If performance benchmarks are disclosed, the reasons for choosing the performance benchmark, the calculation basis or method, the relationship between the performance benchmark and investment strategy, underlying assets, and the performance of relevant financial markets should be explained. Investors should be reminded prominently in plain text that "the performance benchmark is not an expected rate of return, does not represent the future performance and actual returns of the product, and does not constitute a commitment to the returns of the product". The original text is as follows: Administrative Measures for the Disclosure of Asset Management Products by Banking and Insurance Institutions (Draft for Solicitation of Comments) Chapter one General Provisions Article 1 In order to regulate the disclosure of information on asset management products, protect the legitimate rights and interests of investors in asset management products, and in accordance with the laws and regulations such as the Law of the People's Republic of China on Banking Regulation and Supervision, the Law of the People's Republic of China on Commercial Banks, the Trust Law of the People's Republic of China, the Insurance Law of the People's Republic of China, and the system of guidance on regulating the asset management business of financial institutions (hereinafter referred to as "Guidance"), these measures are formulated. Article 2 The asset management products referred to in these measures refer to asset management trust products, wealth management products, and insurance asset management products issued and managed within the territory of the People's Republic of China. The information disclosure actions of the above-mentioned asset management products are subject to these measures. Article 3 The information disclosure obligors of asset management products shall disclose product information in accordance with laws and regulations, regulatory requirements, and contract agreements, and ensure the truthfulness, accuracy, completeness, and timeliness of the disclosed information. Information disclosure obligors of asset management products include product managers, sales organizations, custodian organizations, and other natural persons, legal persons, and non-legal persons specified by laws and regulations and the China Banking and Insurance Regulatory Commission to fulfill the information disclosure obligations of asset management products. Article 4 The China Banking and Insurance Regulatory Commission and its dispatched institutions shall supervise and manage the disclosure of information on asset management products in accordance with the law. Chapter Two General Provisions on Information Disclosure of Asset Management Products Article 5 Information on public offering products should be disclosed through information disclosure platforms approved by the China Banking and Insurance Regulatory Commission at least, and can also be disclosed through other information disclosure channels agreed with investors. Information on private placement products should be disclosed through information disclosure channels agreed with investors. The content of the same information disclosed by different information disclosure obligors on different channels should be consistent. Article 6 When there are multiple information disclosure obligors for the same asset management product, each information disclosure obligor shall stipulate the relevant information disclosure matters and responsibilities in the relevant agreements. If laws and regulations, regulatory requirements, and relevant agreements do not clearly specify the matters of information disclosure obligors, the product manager shall assume the obligation of information disclosure. Each information disclosure obligor shall actively assist other information disclosure obligors related to the relevant products to fulfill their information disclosure obligations and provide necessary information in a timely manner. For asset management products invested in other products applicable to the "Guidance", the management company of the invested products (excluding publicly offered securities investment funds) shall assist in the penetration disclosure. Each information disclosure obligor shall ensure that investors can access or copy the publicly disclosed information materials in accordance with the contractually agreed time and manner. Article 7 Information disclosure methods are divided into public disclosure and non-public disclosure according to the scope of disclosure. Information on public offering products should be disclosed in principle through public disclosure methods, but if there are specific provisions in laws and regulations and regulatory requirements regarding providing personal investment information to specific investors, such provisions shall apply. Information on private placement products should be disclosed in principle through non-public disclosure methods to investors who hold the product, but if there are specific provisions in laws and regulations and regulatory requirements regarding disclosure to qualified investors during product sales and information disclosure upon registration and maturity of the product, such provisions shall apply. Information disclosure obligors, investors, and other relevant institutions shall fulfill confidentiality obligations for private placement products and other non-publicly disclosed information obtained in accordance with the law. Article 8 Information disclosure of asset management products shall not include the following behaviors: (1) Falsifying records, making misleading statements, or significant omissions; (2) Making commitments to profits or bearing losses in violation of regulations; (3) Making forecasts concerning investment performance; (4) Using data sources and methods for performance comparison that are not comparable, fair, or accurate; (5) Disclosing information on private placement products publicly or in a disguised manner, except as otherwise stipulated by laws and regulations and regulatory requirements; (6) Disparaging other products, product managers, custodian organizations, or sales organizations; (7) Publishing congratulatory, complimentary, or recommendatory words of any natural person, legal person, or non-legal entity; (8) Other behaviors prohibited by laws, regulations, and the China Banking and Insurance Regulatory Commission. Article 9 The content of information disclosure of asset management products should be expressed in simple and understandable Chinese text. If using foreign language text, it should ensure consistency with the Chinese text. In case of ambiguity between different texts, the Chinese text shall prevail. Product data information should be in Arabic numerals; unless specified otherwise, the currency unit should be renminbi yuan. Chapter Three Requirements for Information Disclosure of Asset Management Products Section One Disclosure of Product Fundraising Information Article 10 When selling asset management products, information disclosure obligors shall disclose the prospectus, product contract, risk disclosure document, custodial agreement, and other information specified by the China Banking and Insurance Regulatory Commission to investors. After the establishment of the asset management products, if there is a change in the information in the prospectus and other documents, the manager shall update them at least once a year. Article 11 The contents to be disclosed in the prospectus or product contract include but are not limited to: (1) The product name and registration code, which should be prominently displayed on the cover page and indicate that investors can query product information based on the registration code at the product registration agency; (2) The basic information of the product manager, sales organization, custodian organization, and other relevant entities related to the product, including at least the namesBasic information such as name, address, contact information and main responsibilities. If there is a related relationship between product managers, sales institutions, custodial institutions, etc., the related relationship should also be disclosed.3. Product types, operation methods, investment scope, etc.; 4. Subscription and redemption arrangements for products; 5. Valuation principles, valuation methods, calculation methods for subscription and redemption prices, etc.; 6. Product-related fee items, fee conditions, fee standards, and fee methods for product subscription and redemption fees, custody fees, investment management fees (including performance fees), etc.; 7. Matters related to product profit distribution, including the composition of profits, profit distribution principles, determination and disclosure of profit distribution schemes, etc.; 8. Circumstances, handling methods, and liquidation matters of product termination; 9. Disclosure and explanation of product risks, including product risk levels, various main risks faced, risk management measures, etc.; 10. Methods, channels, and frequency of product information disclosure; 11. Legal regulations and other contents stipulated by the China Banking and Insurance Regulatory Commission. Article 12 Disclosure in the product prospectus or product contract shall be made for the following situations of asset management products: 1. If a private placement product has an investment cooling-off period, the length of the cooling-off period and the rights of investors during the cooling-off period shall be disclosed; 2. If an asset management product has an investor meeting or beneficiary meeting, the convening, deliberation, and voting procedures and rules for the investor meeting or beneficiary meeting shall be disclosed; 3. If according to relevant regulations on liquidity risk management of asset management products, the product sets restrictions on subscriptions, redemptions, redemption fees, swing pricing, and other liquidity risk management measures, the disclosure shall include the liquidity risk management measures, their implementation, handling methods, procedures, and potential impact on investors; 4. If according to relevant regulations on liquidity risk management of asset management products, a single investor is allowed to hold a percentage of shares in a single product exceeding the specified limit, or if investments planned to do not have an active trading market and require valuation techniques to determine fair value and exceed the specified limit, it shall be disclosed and prominently marked; 5. According to regulations on cash management products, if cash management products use the amortized cost method for accounting, the accounting method and its possible impact on the fluctuation of product net asset value shall be disclosed, as well as situations where the deviation between valuation and shadow pricing exceeds the specified percentage and their handling methods. Article 13 Asset management products may not disclose performance benchmarks. If a product discloses performance benchmarks, the reasons for choosing the benchmarks, calculation methods, key reflections of the relationship between benchmarks and investment strategies, underlying assets, and the performance of relevant financial markets shall be explained, and investors shall be clearly informed that "the performance benchmark is not the expected rate of return, does not represent the future performance and actual return of the product, and does not constitute a commitment to the product's return". If a product discloses performance benchmarks, it shall be disclosed from the start of the product's fundraising period and shall not be cancelled before the product's maturity. Performance benchmarks for the same class of shares of the same product disclosed through different channels shall be consistent. Product managers shall maintain the consistency of product performance benchmarks and shall generally not adjust the benchmarks. If it is necessary to adjust the performance benchmarks due to significant changes in product investment strategies or scope, the internal approval procedures shall be strictly followed, and the adjustment situation and reasons shall be disclosed in a timely manner. The history of adjustments to performance benchmarks shall be disclosed in regular reports and updated product disclosures. Article 14 Within five working days after the establishment of an asset management product, the manager shall disclose an issuance announcement or report or an establishment announcement or report. The content of the issuance announcement or report or the establishment announcement or report shall include at least the date of establishment of the product and the fundraising size. Section Two Disclosure of Regular Information of Products Article 15 During the existence of asset management products, the obligated party for information disclosure shall regularly disclose regular reports, product net asset values, and other information specified by the China Banking and Insurance Regulatory Commission. Public offerings shall disclose quarterly reports within fifteen working days from the end of each quarter, half-yearly reports by August 31 each year, and annual reports for the previous year by April 30 each year. Private placements shall disclose quarterly or half-yearly, annual reports on time according to laws, regulations, rules, and contracts. For asset management products that have been in existence for less than ninety natural days or do not exceed ninety natural days during the reporting period, the quarterly, half-yearly, and annual reports for the current period may not be prepared. The first regular report shall cover from the establishment date to the end of the first reporting period. Article 16 The regular reports of asset management products shall include but not be limited to the following contents: 1. The scale of product existence, leverage levels, etc.; 2. The net asset value of shares, cumulative net asset value of shares, and asset net value at the end of this reporting period (quarter, half-year, or year), the performance of the earnings during this reporting period, and the distribution of earnings; 3. Information on product investment accounts (at least custodial account information); 4. Information on the main investment assets of the product, listing the types of assets before and after investment penetration, investment ratios, and other information (for publicly raised securities investment funds, the underlying assets may not be penetrated); 5. Main investment risks of the product, including but not limited to risks faced by investment in standardized assets such as bonds and stocks, non-standard assets, commodities, and financial derivatives, as well as analysis of investment portfolio liquidity risk and risk prevention measures. For fixed-income products, information on market risks such as interest rates and exchange rates faced by bond investments and bond price fluctuations should be disclosed, as well as information on each non-standard debt asset, including the financing customers, project names, remaining financing periods, distribution of returns at maturity, transaction structures, collateral situations, investment amounts, and risk conditions. For equity products, information on risks faced by stock investments and stock price fluctuations should be disclosed, as well as information on each unlisted equity asset, including the names of the financing enterprises, transaction structures, investment amounts, and risk conditions. For commodity and financial derivative products, information on the underlying assets or linked assets should be disclosed.Investment amount, position risk, control measures, and changes in the fair value of derivatives.For mixed-class products, the investment proportions of fixed income, equity, commodity, and financial derivative assets should be disclosed, along with the investment asset portfolio and corresponding investment risks. For investments in non-standard debt assets and unlisted equity assets, relevant information should be disclosed according to the regulations in the preceding paragraphs. (6) Information on the product manager, custodian institution, controlling shareholders, actual controllers, companies with significant interests, securities issued or underwritten by the company, or engaged in other significant related party transactions should be disclosed; (7) The annual report of the product shall include the financial accounting report of the product. For products that require external auditing according to regulatory requirements, the financial accounting report attached to the annual report should be audited externally, and the external audit opinion should be disclosed simultaneously; (8) Other contents stipulated by laws, regulations, and the China Banking and Insurance Regulatory Commission. Article 17 Public fund products' regular reports should also disclose the following contents: (1) Specifically list the top ten assets before and after investment penetration by name, size, and proportion (publicly offered securities investment funds may not disclose underlying assets); (2) Investment strategy, product operation analysis, etc.; (3) For cash management products, disclose information on investors holding the product in excess of the prescribed proportion, categories, holding proportions, changes in holdings, product risks, etc. in the periodic report according to relevant regulations. In the semi-annual and annual reports, disclose the top ten investors in the product by category, holding proportions, and the proportion of total holdings, etc.; (4) The semi-annual and annual reports of the product shall include a custody report issued by the custodian institution; (5) Other contents stipulated by laws, regulations, and the China Banking and Insurance Regulatory Commission. Article 18 Private fund products' regular reports should also disclose the following contents: (1) For structured products, different risk-return information for different levels should be listed separately; (2) For investments in other products covered by the "Guidelines", the selection criteria for the invested asset management products should be disclosed; (3) If the product manager uses its own funds or affiliate's funds to invest in private fund products, disclose the investment fund scale, investment product ranking information, etc. Article 19 Asset management product managers should disclose the net asset value information of public fund products according to the following requirements: (1) For public fund products: open-ended products should disclose the net asset value, accumulated net asset value, asset net value, subscription/redeem price at the end of each open day within two working days, closed-end products and regularly open-end products that are in the closed period should disclose the net asset value, accumulated net asset value, and asset net value of the product at least weekly; (2) For private fund products: the net asset value, accumulated net asset value, and asset net value of the product should be disclosed at least quarterly according to the agreed method with investors. For structured products, various categories' net asset value should be disclosed.Net asset value of misunderstanding quota is zero point five percent.Chapter Four: Product Termination Disclosure Article 23 Asset management product managers shall disclose expiration notices (or reports) or liquidation reports to investors in a timely manner after the termination of the product in accordance with laws, regulations of the China Banking and Insurance Regulatory Commission, and contractual agreements. The expiration notices (or reports) or liquidation reports should at least include information such as the product's term, termination date, fees, and profit distribution. If it is expected that the liquidation cannot be completed within the specified liquidation period, the manager shall disclose this to investors before the original liquidation period ends. Chapter Four: Internal Management of Asset Management Product Disclosure Article 24 Information disclosure obligors shall establish a sound system and process for asset management product information disclosure. The board of directors of the product manager shall bear ultimate responsibility for the information disclosure work within the scope of its responsibilities. The board of directors or a specialized committee authorized by the board of directors shall be responsible for researching and discussing significant matters related to product information disclosure and regularly receiving work reports. Senior management and specialized departments shall be designated to manage product information disclosure affairs. Article 25 Information disclosure obligors shall strengthen control over asset management product information that has not been disclosed to the public and establish related management mechanisms. Information disclosure obligors and related practitioners shall not disclose undisclosed information about asset management products in violation of laws, regulations, and regulatory provisions, except as otherwise provided. Article 26 In order to strengthen investor protection and improve the quality of information disclosure services, information disclosure obligors shall provide timely information to investors that may have a significant impact on their investment decisions. Information disclosure obligors shall disclose the relevant risks in a significant and clear manner for complex and high-risk asset management products. Information disclosure obligors shall actively clarify and respond to significant misleading information or public opinion related to asset management products that circulate in the media or market. In addition to disclosing information in accordance with laws, regulations, regulatory provisions, and the requirements of these measures, information disclosure obligors may autonomously improve the quality of information disclosure services for the purpose of providing useful information to investors, such as increasing disclosure channels and frequency. Information disclosure obligors are encouraged to fully consider the actual needs and behavioral habits of the elderly, supplement differentiated and targeted information disclosure measures, and enhance the service experience of the elderly in accessing disclosure information. Information disclosure obligors shall maintain the continuity and openness of information disclosure, treat investors fairly, not mislead them, not affect the normal investment operations of products, and not disclose information for short-term marketing activities. Article 27 Asset management product custodian institutions shall handle information disclosure matters related to product custody business activities in accordance with laws, regulations, and product custody agreements, including disclosing product custody agreements, issuing opinions on financial accounting reports in product information disclosure documents, and regularly issuing product custody reports. Article 28 Asset management product distribution institutions shall handle information disclosure matters related to product sales activities in accordance with laws, regulations, and product sales agreements (or agency sales agreements). If a distribution institution is entrusted by another information disclosure obligor to disclose information, the distribution institution shall transmit the information to investors as agreed, and the other information disclosure obligor shall promptly provide the information that needs to be transmitted to the distribution institution. Article 29 Information disclosure obligors shall properly retain relevant documents and data related to product information disclosure. Professional service agencies that issue audit reports and other opinions on product information disclosure shall produce and properly retain working papers. The above-mentioned documents, data, and working papers shall be retained for at least fifteen years after the termination of the product contract. Chapter Five: Supervision and Legal Responsibilities Article 30 The China Banking and Insurance Regulatory Commission and its branch agencies shall continuously supervise the information disclosure of asset management product information obligors. The China Banking and Insurance Regulatory Commission and its branch agencies shall consider the information disclosure of asset management products as an important factor in non-face-to-face supervision, on-site inspections and investigations, and the supervision and rating of trust companies, wealth management companies, and insurance asset management companies. In special circumstances where information disclosure obligors are involved in safeguarding financial security and stability, conducting risk disposal, etc., and are approved by the China Banking and Insurance Regulatory Commission and its branch agencies, special arrangements may be made for the information disclosure of relevant products. Article 31 Self-regulatory organizations such as the China Insurance Asset Management Association and the China Trust Industry Association shall, together with product registration institutions and information disclosure platforms recognized by the China Banking and Insurance Regulatory Commission, establish sound self-regulatory norms for the information disclosure of asset management trust products, wealth management products, and insurance asset management products in accordance with laws, regulations, and these measures, and self-regulate the information disclosure behavior of their members. Information disclosure platforms recognized by the China Banking and Insurance Regulatory Commission shall strengthen the construction, maintenance, and operation management of relevant information systems, enhance the quality monitoring of product information disclosure, and ensure the safe and efficient operation of the information disclosure platform. Information disclosure obligors shall submit relevant documents, materials, and information in a timely and accurate manner in accordance with laws, regulations, regulatory requirements, and self-regulation requirements. Article 32 If an information disclosure obligor violates the provisions of these measures, the China Banking and Insurance Regulatory Commission and its branch agencies have the right to, based on the circumstances of the violation, take measures such as risk prompts, regulatory talks, regulatory notifications, orders for correction, or impose administrative penalties according to law. If relevant personnel of information disclosure obligors violate the provisions of these measures, the China Banking and Insurance Regulatory Commission and its branch agencies have the right to, based on the circumstances of the violation, give warnings, impose appropriate fines, revoke qualifications, and other administrative penalties. Chapter Six: Supplementary Provisions Article 33 The following terms are used in these measures:Meaning of language:(1) Product contracts mainly refer to trust contracts for asset management trust products, investment agreements for wealth management products, and asset management product contracts for insurance assets. (2) Product manuals mainly refer to trust product manuals for asset management trust products, wealth management product manuals for wealth management products, and product prospectuses for insurance asset management products. (3) Risk disclosure documents mainly refer to subscription risk declarations for asset management trust products, risk disclosure statements for wealth management products, subscription risk declarations and risk disclosure statements for insurance asset management products. Article 34 The State Administration for Financial Supervision and Administration is responsible for interpreting these measures. Article 35 These measures shall come into force on ** month ** day, 2026. From the date of implementation, the information disclosure activities of asset management products shall comply with the provisions of these measures. In case of any inconsistency with these measures, the relevant regulations and normative documents issued before the implementation of these measures shall be implemented in accordance with these measures. This article is adapted from the official website of the "State Administration for Financial Supervision and Administration"; GMTEight Editor: Chen Xiaoyi.