An insurance group refers to an enterprise collection composed of insurance group companies and companies controlled by them, controlled by them or greatly influenced by them. In this enterprise collection, in addition to the insurance group company, there are more than two subsidiaries that are insurance companies, and insurance business is the main business of the enterprise collection.
The member companies of an insurance group refer to the insurance group companies and the companies controlled, jointly controlled or greatly influenced by them, including the insurance group companies, subsidiaries directly or indirectly controlled by the insurance group companies and other member companies. Chapter II Establishment and Licensing Article 4 The establishment of an insurance group company shall be reported to the China Banking Regulatory Commission for examination and approval and meet the following conditions:
(1) The investor meets the qualification conditions for shareholders of insurance companies stipulated by China Banking Regulatory Commission (hereinafter referred to as China Insurance Regulatory Commission), has a reasonable shareholding structure, and controls at least 50% of the shares of two domestic insurance companies in total;
(2) Having member companies that meet the requirements of Article 6 of these Measures;
(3) The minimum registered capital is 2 billion yuan;
(4) The directors, supervisors and senior managers meet the post-holding qualifications stipulated by the China Banking Regulatory Commission;
(5) Having a sound corporate governance structure, organizational structure, effective risk management and internal control management system;
(6) Having business premises, office equipment and information systems suitable for its operation and management;
(7) Other conditions stipulated by laws, administrative regulations and China Banking Regulatory Commission.
Where risk disposal is involved, the above conditions may be appropriately relaxed with the approval of China Banking Regulatory Commission. Article 5 The supervision of equity and shareholder behavior of insurance group companies shall be implemented in accordance with the Provisions of China Banking Regulatory Commission on the Administration of Equity of Insurance Companies. Article 6 At least one insurance company controlled by an investor who intends to establish an insurance group company meets the following conditions:
(1) Having lived in China for more than 6 years;
(2) Continuous profits in the last three fiscal years;
(3) Its net assets at the end of last year are not less than 100 billion yuan, and its total assets are not less than 100 billion yuan;
(4) Having a sound corporate governance structure, organizational structure, effective risk management and internal control management system;
(5) The core solvency adequacy ratio in the last four quarters is not less than 75%, and the comprehensive solvency adequacy ratio is not less than150%;
(6) Its comprehensive risk rating in the last four quarters is not lower than Grade B;
(seven) in the last three years, there were no major violations of laws and regulations or major acts of dishonesty. Article 7 An insurance group company may be established in the following two ways:
(1) Initiating the establishment. The shareholders of an insurance company, as promoters, set up an insurance group company with their equity and monetary contribution, of which the total monetary contribution shall not be less than 50% of the registered capital of the insurance group company.
(2) Renaming establishment. The insurance company was renamed as the insurance group company, and the insurance group company established an insurance subsidiary in cash, and the insurance business of the original insurance company was transferred to the insurance subsidiary according to law.
The establishment of an insurance group company includes two stages: preparation and opening. Article 8 Where an insurance group company is established by way of sponsorship, the sponsors shall submit the following materials to the China Banking Regulatory Commission at the preparatory stage:
An application for establishment, including the name, organizational form, registered capital, domicile (business premises), investors, investment amount, investment proportion, business scope, preparatory organization, contact person and contact information of the company to be established;
(2) Feasibility study report, including feasibility analysis, establishment mode, development strategy, corporate governance and organizational framework, risk management and internal control system, solvency evaluation of insurance subsidiaries before and after integration, etc. ;
(3) the preparation plan, including the establishment of the preparatory group, work responsibilities and work plans, the equity structure of the insurance group company to be established and its subsidiaries, the overall planning and operation process for rationalizing the equity relationship, the name and business category of the subsidiaries, etc. ;
(4) Materials of the person in charge of the preparatory group, including the investor's confirmation of the appointment of the person in charge of the preparatory group and the proposed chairman and general manager, the basic information of the person in charge of the preparatory group, the personal approval certificate, the application form for the qualification of the proposed chairman and general manager, the identity certificate and the copy of the academic degree certificate;
(5) Draft articles of association of the insurance group company;
(6) The audited financial report and solvency report of the insurance company controlled by the promoters in the last three years;
(7) Business license;
(8) Relevant materials of investors, including basic information materials, financial information materials, corporate governance materials, subsidiary information materials, special materials for investors of limited partnership enterprises, etc. ;
(9) documents certifying the ownership or right to use the domicile (business premises);
(ten) long-term development strategy and planning, business plan, foreign investment plan, capital and financial management, risk management and internal control and other major systems;
(eleven) information construction report;
(twelve) legal opinions;
(13) Anti-money laundering materials;
(14) A statement on the authenticity of the materials;
(fifteen) other materials as prescribed by the China Banking Regulatory Commission.