Measures for the administration of subordinated term debts of insurance companies

Chapter I General Provisions Article 1 These Measures are formulated in accordance with the Company Law of People's Republic of China (PRC), the Insurance Law of People's Republic of China (PRC) and other relevant laws and administrative regulations for the purpose of regulating the raising, management, repayment of principal and interest and information disclosure of subordinated term debts of insurance companies and ensuring the solvency of insurance companies. Article 2 The insurance companies mentioned in these Measures refer to Chinese-funded insurance companies, Sino-foreign joint venture insurance companies and wholly foreign-owned insurance companies established in China according to the laws of China. Article 3 The term "subordinated debt" as mentioned in these Measures refers to the debt raised by an insurance company with a term of more than five years (including five years) after the policy liability and other liabilities and before the equity capital of the insurance company. Article 4 The funds obtained by an insurance company from raising subordinated debts may be included in the secondary capital, but they shall not be used to make up for the daily operating losses of the insurance company. The amount of subordinated debt included in the secondary capital of an insurance company shall not exceed 50% of its net assets, and the specific identification criteria shall be separately stipulated by the China Insurance Regulatory Commission (hereinafter referred to as the China Insurance Regulatory Commission). Article 5 An insurance group (or holding company) shall not raise subordinated debts. Article 6 China CIRC shall supervise and manage the raising, management, repayment of principal and interest and information disclosure of subordinated debts of insurance companies according to law. Article 7 An insurance company that raises subordinated debt (hereinafter referred to as the "raiser") shall operate steadily and protect the legitimate rights and interests of the creditors of subordinated debt. Chapter II Application Article 8 To raise subordinated debt, an insurance company must meet the conditions stipulated in these Measures and report to the China Insurance Regulatory Commission for approval. Article 9 An insurance company whose solvency adequacy ratio is less than 150% or whose solvency adequacy ratio is expected to be less than 150% in the next two years may apply for raising subordinated debts. Article 10 An insurance company applying for raising subordinated debt shall meet the following conditions:

(1) It has been in business for more than three years;

(2) Its audited net assets at the end of last year are not less than 500 million yuan;

(3) After the issuance, the accumulated outstanding principal and interest of subordinated debts shall not exceed 50% of the audited net assets at the end of last year;

(4) Being solvent;

(5) Having a good corporate governance structure;

(six) the internal control system is sound and can be strictly followed;

(seven) the assets are not occupied by natural persons, legal persons or other organizations with actual control rights and their related parties;

(8) It has not received any major administrative punishment in the last two years;

(9) Other conditions stipulated by the China Insurance Regulatory Commission. Article 11 When an insurance company raises subordinated debt, the board of directors shall make a plan, and the shareholders (shareholders) shall make special resolutions on the following matters:

(1) the scale, duration and interest rate of the offer;

(2) Ways and objects of raising funds;

(3) the purpose of the raised funds;

(4) The validity period of the resolution on raising subordinated debt.

(5) Other important matters related to this subordinated debt issuance. Article 12 A fundraiser shall hire a law firm to issue a legal opinion on this subordinated debt issue.

Legal opinions shall clearly express opinions on the legality and compliance of the conditions, plans, terms and conditions of issuance, credit rating and other matters. A law firm shall issue legal opinions objectively and fairly, and bear corresponding responsibilities. Article 13 A fund raiser may employ a credit rating agency to credit rate this subordinated debt.

Credit rating agencies shall issue relevant report documents objectively and fairly, and bear corresponding responsibilities. Article 14 An insurance company applying for raising subordinated debt shall submit the following documents to the China Insurance Regulatory Commission:

(1) An application report for raising subordinated debt;

(2) The special resolution of the shareholders' (shareholders') meeting on this subordinated debt issue;

(3) Feasibility study report;

The feasibility study report shall include the following contents:

1. The necessity of raising subordinated debt;

2. Cost-benefit analysis of subordinated debt (scale, term, debt pricing and cost analysis of raised funds, use of raised funds, income forecast, and influence on solvency, etc.). );

3. Ways and objectives of raising funds.

(4) the prospectus;

(5) The subordinated debt agreement (contract) text.

(6) Legal opinions;

(7) The audited annual financial report and solvency report of the company in the last three years and the financial report and solvency report at the end of last quarter;

(eight) the total amount of subordinated debt raised but not paid and the use of raised funds;

(9) The subordinated debt management plan formulated by the fundraiser;

(10) Other important contracts related to the raising of subordinated debts.

(eleven) other materials as prescribed by the China Insurance Regulatory Commission.

If the insurance company has made a credit rating on the subordinated debt raised this time, it shall also submit a credit rating report on the subordinated debt. Article 15 The materials submitted by the fundraiser to the China CIRC shall be true, accurate and complete. The feasibility report shall include the methods, parameters and assumptions of solvency prediction. Article 16 An insurance company, its shareholders and other third parties shall not provide guarantee for the raised subordinated debts.