(1) Capital shall be used to realize controlling equity investment;
(two) other direct investment equity, you can use the capital or liability reserve that matches the term of the investment assets;
(three) indirect investment in equity, you can use the liability reserve of capital and insurance products. Life insurance companies should use the funds of universal, dividend-sharing and investment-linked insurance products, and property insurance companies should use the funds of non-life insurance non-scheduled income investment insurance products that meet the requirements of product characteristics and investment plans;
(four) the funds raised by borrowing, issuing bonds, repurchasing and borrowing shall not be used to invest in the equity of enterprises, except as otherwise provided by the China Insurance Regulatory Commission for issuing bonds.
Article 15 An insurance company investing in the equity of an enterprise shall comply with the following proportions:
(1) The book balance of investing in the equity of unlisted enterprises shall not be higher than 5% of the total assets of the Company at the end of last quarter; The book balance of equity-related financial products of unlisted enterprises such as investment equity investment funds shall not be higher than 4% of the company's total assets at the end of last quarter, and the total of the two items shall not be higher than 5% of the company's total assets at the end of last quarter;
(2) The book balance of direct investment in equity shall not exceed the net assets of the company, and the book balance of investment in equity of the same enterprise shall not exceed 30% of the net assets of the company, except for major equity investments;
(3) The book balance of investing in the same investment fund shall not exceed 20% of the issuance scale of the fund.
Article 16 An insurance company investing in the equity of an enterprise shall standardize and improve the decision-making procedures and authorization mechanism in accordance with the regulatory provisions and internal control requirements, and determine the decision-making authority and approval authority of shareholders (shareholders' meeting), the board of directors and the management. According to solvency, investment management ability, investment mode, target, scale and other factors, make relevant institutional arrangements.
The decision-making layer and the executive layer should perform their respective duties, make prudent decisions, be diligent and conscientious, fully consider the risks of equity investment, carefully evaluate the impact of equity investment on solvency and income level according to asset recognition standards and capital constraints, strictly perform relevant procedures, and be responsible for decision-making and business operations. The equity of an insurance fund investment enterprise shall not be voted off-site.
Where insurance funds are additionally invested in the equity of the same enterprise, corresponding procedures shall be performed in accordance with the provisions of these Measures.
Article 17 Where the equity investment of insurance funds involves related parties, effective measures shall be taken in the investment decision-making and specific implementation process in accordance with the provisions on related party transactions, so as to prevent related parties such as shareholders, directors, supervisors and senior managers from taking advantage of their special status to infringe upon the interests of insurance companies and policyholders through related party transactions or other means, and shall not conduct insider trading and interest transfer.
Article 18 Where insurance funds directly invest in equity, professional institutions that meet the requirements of Article 11 of these Measures shall be hired to provide professional services such as due diligence, investment consultation and legal counsel.
Indirect equity investment shall evaluate the investment management ability of investment institutions and investment funds issued by them. The assessment of investment management capacity shall at least include the contents specified in Article 10 of these Measures; The evaluation of investment funds shall at least include the contents stipulated in Article 13 of these Measures.
Indirect investment in equity should also require investment institutions to provide investment fund prospectus and other documents, or provide relevant demonstration reports or due diligence reports according to the agreement.
Nineteenth insurance funds to invest in the equity of enterprises, should fully exercise the rights stipulated by law, and safeguard the legitimate rights and interests of insurance parties through legal and effective ways.
For major equity investments, directors, supervisors, managers or key personnel shall be appointed or appointed to ensure the control over the enterprise and maintain the effectiveness of investment decision-making and management; Other direct equity investments should protect the legitimate rights and interests of insurance parties such as the right to know and the right to income through participation and influence on institutional arrangements, contract stipulations, transaction structure and transaction process.
Indirect investment in equity shall sign investment contracts or agreements with investment institutions, stipulating management fees, performance awards, changes in key personnel of the management team, replacement of investment institutions, handling of conflicts of interest, handling of abnormal situations and other matters; We should also exchange information with other investors of investment funds, analyze relevant reports of invested funds and fund industries, compare the management status of different investment institutions, and supervise the investment behavior of investment funds through communication with investment institutions and inspection of enterprises invested by investment funds.
If the investment fund adopts the company type, it shall establish an independent director system and improve the governance structure; If a contract is adopted, a meeting of beneficiaries shall be established; If a partnership system is adopted, an investment advisory committee shall be established. For indirect investment in equity, the investment institution may be required to follow up the investment according to the agreed proportion, and it shall be specified in the investment contract or sponsorship agreement.
Article 20 When an insurance company invests in the equity of an enterprise, it shall strengthen the follow-up management of investment projects during the investment period and establish a whole-process management system dominated by asset appreciation and risk control. In addition to implementing the provisions of Article 19 of these Measures, the following measures shall also be taken:
(a) major equity investment, should plan and develop enterprise collaboration, improve enterprise management, prevent business and investment risks; Hire professionals familiar with industry operation, financial management, capital market and other fields to participate in and guide enterprise management, and take comprehensive measures such as improving governance, integrating resources, restructuring debts, optimizing equity, and promoting listing to enhance enterprise value;
(2) For other direct investment in equity, a special person shall be appointed to manage each investment project, responsible for communicating with the enterprise management team, reviewing the financial and operating performance of the enterprise, requiring the invested enterprise to regularly report the operation and management, master the operation process and major decision-making matters, write an analysis report and make suggestions, and hire a professional institution to conduct financial audit or due diligence on the invested enterprise when necessary;
(three) indirect investment in equity, investment institutions should be required to take measures not limited to the provisions of this article, in order to enhance the value of enterprises and achieve the goal of maximizing profits.
Twenty-first insurance funds to invest in enterprise equity, should refer to international practice, in accordance with the principle of marketization, negotiate and determine the investment management rate and performance reward level, and make it clear in the investment contract. Investment institutions should comprehensively consider factors such as asset quality, investment risk and income, determine the investment management rate, honor the performance reward level, advocate positive incentives and guidance, and prevent adverse selection and moral hazard.
Article 22 Where insurance funds invest in the equity of an enterprise, they shall employ a professional institution that conforms to the provisions of Article 11 of these Measures, adopt more than two internationally accepted valuation methods, conduct continuous evaluation and stress test on the invested equity assets, obtain prudent and reasonable valuation results, and report to the China Insurance Regulatory Commission. Valuation methods include but are not limited to asset-based book value method, replacement cost method, market comparison method, cash flow discount method and multiple method.
Twenty-third insurance funds to invest in enterprise equity, should abide by these measures and relevant regulations, bear social responsibilities, abide by moral norms, fully protect the environment, and be a responsible institutional investor.