Insurance Companies Equity Management

Original Language Title: 保险公司股权管理办法

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Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/gwybmgz/201011/20101100328933.shtml

Insurance companies equity management

    (May 4, 2010, the China insurance regulatory Commission announced as of June 10, 2010, 2010 6th) Chapter I General provisions

    First to keep the insurance companies operate in a stable and protect the legitimate rights and interests of investors and the insured to strengthen equity regulation of insurance companies, according to the People's Republic of China Corporation law and the People's Republic of China insurance law and other laws and administrative regulations, these measures are formulated.

    Article insurance companies mentioned in these measures refers to by the China insurance regulatory Commission (hereinafter "CIRC") approved the establishment, and legally registered foreign shareholder company registered capital is less than 25% or holding insurance companies.

    Circ article in accordance with the relevant laws and administrative regulations, to supervise and administer the insurance company shares.

    Chapter II equity investment

    Section I General provisions

    The fourth insurance company individual shareholder (including related party) funding or equity ratio shall not exceed insurance company with registered capital of 20%.

    Circ according to adhere to the strategic investment, optimize structure, to avoid competition, maintaining the stable development of principles to meet the provisions of article 15th major shareholder approval, its stake not be restricted by the provisions of the preceding paragraph.

    Article fifth two or more insurers under common control or control relationship exists, and does not operate a conflict of interest exists or the competition of similar insurance business, except as otherwise stipulated by the Circ.

    The sixth insurance company shareholders ' capital contribution should be used, not physical, intellectual property rights, land tenure and other non-monetary property pricing, investment.

    Insurance company shareholders ' capital contribution shall be verified by a public accounting firm and a certificate.

    Article seventh shareholders should be based on legitimate sources of their own money to invest in insurance companies, not use bank loans and other forms of non-own funds to invest in insurance companies.

    Eighth, no units or individuals may delegate or accept the insurance company owned by entrusted, except as otherwise stipulated by the Circ.

    The Nineth of an insurance company shall be approved by the China insurance regulatory Commission documents and record file in the CIRC on the basis of the registration of shareholders, and go through the registration formalities.

    Insurance companies should ensure that the articles of incorporation, the shareholders register and the registered shareholders are contained in document content consistent with their actual conditions.

    Tenth shareholder shall provide the insurance company informed its controlling shareholder, actual control of people and their changes over time, with insurers and other shareholders, the other shareholders of actual control between exist, and what relationship exists to make written statements from insurance companies.

    Insurance companies shall promptly of any shareholder's controlling shareholder, actual control of people and their changes in relationships between the shareholders and reporting to the Circ.

    The 11th insurance company shareholders and actual controllers should not be used to associate transactions damage the interests of the company. Shareholder use of related party transactions on the interests insurance companies, threatening the solvency of the company, by the China insurance regulatory Commission ordered corrective action.

    In accordance with the requirements before the correction, the CIRC may restrict shareholder rights; it refuses, it may order the transfer of its equity held by insurance companies.

    Section II qualification

    12th on the insurance investment shares, shall comply with the conditions as provided herein of People's Republic of China territory of enterprise and foreign financial institutions, but except for the stock exchange to buy shares of listed insurance companies.

    Otherwise provided by the China insurance regulatory Commission to invest from its provisions.

    13th domestic enterprises to invest in insurance companies shares, shall be subject to the following conditions:

    (A) financial condition stable and profitable;

    (B) have a good credit record and tax records;

    (C) no major violation records in the last three years;

    (D) investors to financial institutions, shall comply with the appropriate prudential requirements of the financial regulator;

    (E) the laws, administrative regulations and other conditions stipulated by the Circ.

    14th to the insurance companies to invest in overseas financial institutions shall comply with the following conditions:

    (A) a good stable financial situation, the most recent three consecutive profit in the fiscal year;

    (B) at the end of last year total assets of not less than US $ 2 billion;

    (C) international rating agencies for the last three years of its long-term credit rating to a-level or above;

    (D) no major violation records in the last three years;

    (V) compliance with prudential requirements of the financial regulator, where;

    (F) the laws, administrative regulations and other conditions stipulated by the Circ.

    Insurance companies owned by 15th 15% over, or under the direct or indirect control of 15% the major shareholder of the insurance company shall also be subject to the following conditions:

    (A) the continuing funding capacity, the most recent three consecutive profit in the fiscal year;

    (B) has a strong financial strength, with a net worth of not less than 200 million Yuan;

    (C) is in good standing, in a leading position in the industry.

    Chapter III ownership changes

    16th an insurance company changing contributions accounted for more than limited liability company with registered capital of 5% shareholders, or change the holding company limited shares 5% per cent of the shareholders shall be approved by the China insurance regulatory Commission. 17th investors listed insurance company has issued shares through a stock exchange more than 5% shall, from the date of the facts in the 5th, reported by the insurance company approved by the Circ.

    Measures of China insurance regulatory Commission has the right to request does not comply with the eligibility conditions the investor transfer the shares.

    18th funded insurance company change or insufficient ownership of registered capital of 5% shareholders shall, within the equity transfer agreement signed on 15th, CIRC equity change record, except listed insurance companies.

    19th insurance company share transfer by the China insurance regulatory Commission to approve or register at the CIRC is not completed within 3 months after commerce registration, an insurer shall timely written reports to the Circ.

    20th an insurance company after the initial public offering and listing of refinancing, shall obtain the CIRC's regulatory advice.

    21st insurance company after the initial public offering and listing of refinancing should be subject to the following conditions:

    (A) the perfection of the management structure;

    (B) no major violations within the last three years;

    (C) the internal control system, have a high level of risk management;

    (D) the laws, administrative regulations and other conditions stipulated by the Circ.

    22nd insurance company should know its shareholders within 15th of the following occurs to the CIRC report:

    (A) the insurance company shares were held by action measures of protection or enforcement;

    (B) the pledge or solutions to pledge equity held by insurance companies;

    (C) change of name;

    (D) the merger or Division;

    (E) dissolution, bankruptcy, closure, being taken over;

    (Vi) other situations that may lead to changes in equity held by insurance companies. 23rd insurance company shares through an auction to dispose of, the insurance company should be to inform the auctioneer prior to the auction the relevant provisions of the measures.

    Equity investors through auctions insurance company shall meet the qualifications as provided herein, and in accordance with the provisions of the measures reported to Circ approval or for the record.

    24th shareholders pledge any of its equity of insurance companies, stock right pledge contracts shall be signed and shall not damage the interests of other shareholders and the insurance company.

    25th of an insurance company shall strengthen the management of stock right pledge reconciliation pledge, pledge information recorded on the register of shareholders, and to assist shareholders in a timely manner to the relevant agency for the registration of the pledge.

    26th equity pledgee the equity of insurance companies insurance company shall meet the qualifications as provided herein, and in accordance with the provisions of the measures reported to Circ approval or for the record.

    The fourth chapter material declaration

    27th, application materials must be submitted by the applicant is true, accurate and complete.

    28th application to establish an insurance company shall apply in writing to the China insurance regulatory Commission, investors and submit the following materials:

    (A) the investor's basic information, including copies of business licenses, business, organizational management structures, in the industry's position, investment funds, foreign investment, and their associated institutions invest in other financial institutions;

    (B) the investor by an accounting firm on the audit of the annual financial reports, investors for overseas financial institutions or major shareholders, should be submitted by an accounting firm for the last three years of financial and accounting reports;

    (C) the investor for the last three years of tax certificate and issued by the credit reporting agencies their credit records;

    (D) the investor's principal shareholder, actual control and its associated relationship with insurance companies other investors note, there is no association shall submit the statement with no relationship;

    (E) the investor shares in the funding agreement or subscription agreement and the investor's shareholders, general meeting of shareholders or the Board of Directors agreed that the proof of investment materials, competent bodies and the evidence to be submitted to the competent authorities agree that their investment;

    (Vi) investors for financial institutions shall submit prudential indicators report and the opinions issued by the local financial regulator;

    (G) the investor statement has no record of serious violation of the last three years;

    (VIII) other materials stipulated by the Circ.

    29th insurance company changes its registered capital shall apply in writing to the CIRC, and submit the following materials:

    (A) the shareholders ' meeting or general meeting of shareholders of the company by increasing the resolution or reduction of the registered capital;

    (B) the increase or decrease of the registered capital programmes and feasibility studies;

    (C) the increase or decrease of the registered capital equity structure;

    (D) capital verification report and reduced shareholder or certificate;

    (E) name of the exiting shareholders, and reduce capital amount;

    (F) the new shareholder shall submit relevant materials provided for in article 28th of this approach;

    (VII) other materials stipulated by the Circ.

    Article 30th shareholders to transfer their shares of an insurance company, the investment or ownership of more than insurance company with registered capital of 5%, an insurance company shall apply in writing to the China insurance regulatory Commission, and submitted to the share transfer agreement, but except for the stock exchange to buy shares of listed insurance companies.

    The transferee as a new shareholder, shall also submit the related materials provided for in article 28th of this approach.

    31st shareholders to transfer their shares of an insurance company, the insufficient investment or ownership of insurance company with registered capital of 5%, an insurance company shall submit to the China insurance regulatory Commission to report of transfer and the transfer agreement, but except for the stock exchange to buy shares of listed insurance companies.

    The transferee as a new shareholder, shall also submit the related materials provided for in article 28th of this approach.

    32nd of an insurance company after the initial public offering and listing of refinancing, the following documents shall be submitted:

    (A) the general meeting of shareholders of the company through initial public offering of stock or listed after the financing resolution, and the resolution authorized the Board to deal with the matter;

    (B) initial public offering or listing and financing options;

    (C) after the initial public offering and listing after the refinancing of equity structure;

    (D) the description of the condition of solvency and corporate governance;

    (E) the results of operations and the statement of financial position;

    (Vi) other materials stipulated by the Circ.

    The fifth chapter supplementary articles

    The 33rd all foreign shareholders or the stake at more than companies with registered capital of 25%, foreign insurance company management and the related provisions shall apply, except as otherwise stipulated by the Circ.

    Article 34th insurance group (holding) company or insurance asset management company management the application of this approach, provisions of laws, administrative regulations, or the China insurance regulatory Commission, from its provisions.

    The 35th of an insurance company violates these measures unauthorized increase (decrease) registered capitals, shareholders, adjust equity structure, be punished by CIRC in accordance with the relevant provisions.

    Article 36th explain these measures by the China insurance regulatory Commission. 37th these measures shall come into force on June 10, 2010. The CIRC issued on April 1, 2000 to the provisional regulations on insurance companies to invest in (the OCI [2000]49) and released on June 19, 2001 on regulating domestic insurance companies absorbed foreign equity participation in matters relating to notification (OCI [2001]126) repealed simultaneously.