[OMB Control Number 1505-0184]
The information contained in this Certification is sought pursuant to Sections 5318(j)
and 5318(k) of Title 31 of the United States Code, as added by sections 313 and 319(b) of the USA PATRIOT Act of 2001 (Public Law 107-56).
This Certification should be completed by any foreign bank that maintains a correspondent account with any U.S. bank or U.S. broker-dealer in securities (a covered financial institution as defined in 31 C.F.R. 103.175(f)). An entity that is not a foreign bank is not required to complete this Certification.
A foreign bank is a bank organized under foreign law and located outside of the United States (see definition at 31 C.F.R. 103.11(o)). A bank includes offices, branches, and agencies of commercial banks or trust companies, private banks, national banks, thrift institutions, credit unions, and other organizations chartered under banking laws and supervised by banking supervisors of any state (see definition at 31 C.F.R. 103.11(c)).*
A Correspondent Account for a foreign bank is any account to receive deposits from, make payments or other disbursements on behalf of a foreign bank, or handle other financial transactions related to the foreign bank.
Special instruction for foreign branches of U.S. banks: A branch or office of a U.S. bank outside the United States is a foreign bank. Such a branch or office is not required to complete this Certification with respect to Correspondent Accounts with U.S. branches and offices of the same U.S. bank.
Special instruction for covering multiple branches on a single Certification: A foreign bank may complete one Certification for its branches and offices outside the United States. The Certification must list all of the branches and offices that are covered and must include the information required in Part C for each branch or office that maintains a Correspondent Account with a Covered Financial Institution. Use attachment sheets as necessary.
A. The undersigned financial institution, China Merchants Bank Co., Ltd. (“Foreign
Bank”) hereby certifies as follows:
____________________________________
* A “foreign bank” does not include any foreign central bank or monetary authority that functions as a central bank,
or any international financial institution or regional development bank formed by treaty or international agreement.
B. Correspondent Accounts Covered by this Certification: Check one box.
þ This Certification applies to all accounts established for Foreign Bank by Covered
Financial Institutions.
• This Certification applies to Correspondent Accounts established by
____________________________________________________ (name of
Covered Financial Institution(s)) for Foreign Bank.
C. Physical Presence/Regulated Affiliate Status: Check one box and complete the blanks.
þ Foreign Bank maintains a physical presence in any country. That means:
Foreign Bank has a place of business at the following street address:
No. 7088 Shennan Boulevard, Shenzhen , where
Foreign Bank employs one or more individuals on a full-time basis and
maintains operating records related to its banking activities.
The above address is in P. R. China ( insert country), where
Foreign Bank is authorized to conduct banking activities.
Foreign Bank is subject to inspection by China Banking Regulatory Commission, (insert Banking Authority), the banking authority that licensed Foreign Bank to
conduct banking activities.
• Foreign Bank does not have a physical presence in any country, but Foreign Bank
is a regulated affiliate. That means:
Foreign Bank is an affiliate of a depository institution, credit union, or a
foreign bank that maintains a physical presence at the following street address:
__________________________________, where it employs one or more
persons on a full-time basis and maintains operating records related to its
banking activities.
The above address is in ______________________________ (insert country),
where the depository institution, credit union, or foreign bank is authorized to
conduct banking activities.
Foreign Bank is subject to supervision by ____________________, (insert
Banking Authority), the same banking authority that regulates the depository
institution, credit union, or foreign bank.
• Foreign Bank does not have a physical presence in a country and is not a
regulated affiliate.
D. Indirect Use of Correspondent Accounts: Check box to certify.
þ No Correspondent Account maintained by a Covered Financial Institution may
be used to indirectly provide banking services to certain foreign banks.
Foreign Bank hereby certifies that it does not use any Correspondent Account
with a Covered Financial Institution to indirectly provide banking services to
any foreign bank that does not maintain a physical presence in any country and
that is not a regulated affiliate.
E. Ownership Information: Check box 1 or 2 below, if applicable.
• 1. Form FR Y-7 is on file. Foreign Bank has filed with the Federal Reserve
Board a current Form FR Y-7 and has disclosed its ownership information on
Item 4 of Form FR Y-7.
þ 2. Foreign Bank’s shares are publicly traded. Publicly traded means that the
shares are traded on an exchange or an organized over-the-counter market that
is regulated by a foreign securities authority as defined in section 3(a)(50) of
the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(50)).
If neither box 1 or 2 of Part E is checked, complete item 3 below, if applicable.
• 3. Foreign Bank has no owner(s) except as set forth below. For purposes of this
Certification, owner means any person who, directly or indirectly, (a) owns,
controls, or has power to vote 25 percent or more of any class of voting
securities or other voting interests of Foreign Bank; or (b) controls in any
manner the election of a majority of the directors (or individuals exercising
similar functions) of Foreign Bank. For purposes of this Certification,
(i) person means any individual, bank, corporation, partnership, limited
liability company or any other legal entity; (ii) voting securities or other
voting interests means securities or other interests that entitle the holder to
vote for or select directors (or individuals exercising similar functions); and
(iii) members of the same family* shall be considered one person.
Name Address
F. Process Agent: complete the following.
The following individual or entity: China Merchants Bank, New York Office
is a resident of the United States at the following street address:
Suite 306, 509 Madison Avenue, NY 100022, U.S.A. , and
is authorized to accept service of legal process on behalf of Foreign Bank from the
________________________________
* The same family means parents, spouses, children, siblings, uncles, aunts, grandparents, grandchildren, first
cousins, stepchildren, stepsiblings, parents-in-law and spouses of any of the foregoing. In determining the
ownership interests of the same family, any voting interest of any family member shall be taken into account.
Secretary of the Treasury or the Attorney General of the United States pursuant to Section 5318(k) of title 31, United States Code.
G. General
Foreign Bank hereby agrees to notify in writing each Covered Financial Institution at
which it maintains any Correspondent Account of any change in facts or circumstances
reported in this Certification. Notification shall be given within 30 calendar days of such
change.
Foreign Bank understands that each Covered Financial Institution at which it maintains a
Correspondent Account may provide a copy of this Certification to the Secretary of the
Treasury and the Attorney General of the United States. Foreign Bank further
understands that the statements contained in this Certification may be transmitted to one
or more departments or agencies of the United States of America for the purpose of
fulfilling such departments’ and agencies’ governmental functions.
Appendix
China Merchants Bank, Hong Kong Branch is covered by this Certification and relevant information of the branch as per part C as follow:
C. Physical Presence/Regulated Affiliate Status:
þ Foreign Bank maintains a physical presence in any country. That means:
Foreign Bank has a place of business at the following street address:
21/F, Bank of America Tower,12 Harcourt Road, Central, Hong Kong, where
Foreign Bank employs one or more individuals on a full-time basis and maintains operating records related to its banking activities.
The above address is in _ Hong Kong, PRC (insert country), where Foreign Bank is authorized to conduct banking activities.
Foreign Bank is subject to inspection by _ _Hong Kong Monetary Authority _,
(insert Banking Authority), the banking authority that licensed Foreign Bank to conduct banking activities.
I, __Chen Jianghe_____(name of signatory), certify that I have read and understand this Certification, that the statements made in this Certification are complete and correct, and that I am authorized to execute this Certification on behalf of Foreign Bank.
China Merchants Bank Co., Ltd.____
[Name of Foreign Bank]
[Signature]
Chen Jianghe
_____________________________
[Printed Name]
General Manager, Financial Institutions
_____________________________
[Title]
Executed on this __31___ day of _May__, 2007
Received and reviewed by:
Name: ________________________________
Title: ________________________________
For: _________________________________
[Name of Covered Financial Institution]
Date: _______________________
May 31, 2007
Recertification
This is to certify that China Merchants Bank Co., Ltd. is currently subject to inspection by China Banking Regulatory Commission instead of the People’s Bank of China.
On and for behalf of
China Merchants Bank
Chen Jianghe
General Manager
Financial Institutions