(Order No.6 of China Insurance Regulatory Commission 20 10 released on May 4th; According to Order No.4 of China Insurance Regulatory Commission in April 20 14, "Decision of China Insurance Regulatory Commission on Amending the Measures for the Administration of Equity in Insurance Companies") Article 1 In order to maintain the stable operation of insurance companies, protect the legitimate rights and interests of investors and the insured, and strengthen the supervision of equity in insurance companies, according to "People's Republic of China (PRC) * * * and"
Article 2 The term "insurance company" as mentioned in these Measures refers to an insurance company established with the approval of China Insurance Regulatory Commission (hereinafter referred to as "China Insurance Regulatory Commission") and registered according to law, with the foreign shareholder's contribution less than 25% of the company's registered capital.
Article 3 The China Insurance Regulatory Commission shall supervise and manage the equity of insurance companies in accordance with relevant laws and administrative regulations. Section 1 General Provisions
Article 4 The contribution or shareholding ratio of a single shareholder (including related parties) of an insurance company shall not exceed 20% of the registered capital of the insurance company.
According to the principles of adhering to strategic investment, optimizing governance structure, avoiding horizontal competition and maintaining steady development, upon approval, China CIRC will not restrict the shareholding ratio of major shareholders who meet the requirements of Article 15 of these Measures.
Article 5 Where two or more insurance companies are controlled by the same institution or have a controlling relationship, they may not engage in similar insurance business with conflict of interest or competitive relationship, unless otherwise stipulated by the China Insurance Regulatory Commission.
Article 6 Shareholders of an insurance company shall make capital contributions in cash, and shall not make capital contributions in kind, intellectual property rights, land use rights and other non-monetary properties.
The capital contribution of the shareholders of an insurance company shall be verified by an accounting firm and issued with a certificate.
Article 7 Shareholders shall invest in insurance companies with their own funds from legal sources, and shall not invest in insurance companies with bank loans or other forms of non-own funds, unless otherwise stipulated by the China Insurance Regulatory Commission.
Article 8 No unit or individual may entrust others or accept others' entrustment to hold the equity of an insurance company, except as otherwise provided by the China Insurance Regulatory Commission.
Article 9 An insurance company shall go through the formalities of shareholder registration and industrial and commercial registration according to the approval documents of the China Insurance Regulatory Commission and the filing documents of the China Insurance Regulatory Commission.
An insurance company shall ensure that the articles of association, the register of shareholders and the industrial and commercial registration documents are consistent with its actual situation.
Article 10 A shareholder shall truthfully inform the insurance company of its controlling shareholder, actual controller and their changes, and explain in writing to the insurance company whether there is any relationship with other shareholders or actual controllers of other shareholders.
An insurance company shall promptly report to the China Insurance Regulatory Commission the controlling shareholder, actual controller and their changes and the relationship between shareholders.
Article 11 Shareholders and actual controllers of an insurance company shall not use related party transactions to harm the interests of the company.
Shareholders who use related party transactions to seriously damage the interests of insurance companies and endanger the solvency of the company shall be ordered by the China Insurance Regulatory Commission to make corrections. Before making corrections as required, China CIRC may restrict its shareholders' rights; Those who refuse to make corrections may be ordered to transfer their shares in insurance companies.
Section 2 Shareholder Qualification
Article 12 The investors who invest in an insurance company as shareholders shall be enterprise legal persons in People's Republic of China (PRC) and overseas financial institutions that meet the conditions stipulated in these Measures, except those who purchase shares of listed insurance companies through stock exchanges.
Where the CIRC of China has other provisions on investing in stocks, such provisions shall prevail.
Article 13 To invest in an insurance company, a domestic enterprise as a legal person shall meet the following conditions:
(a) the financial situation is good and stable, and it is profitable;
(2) Having a good credit record and tax payment record;
(3) It has no record of major violations of laws and regulations in the last three years;
(4) If the investor is a financial institution, it shall meet the prudential supervision index requirements of the corresponding financial supervision institution;
(5) Other conditions stipulated by laws, administrative regulations and the China Insurance Regulatory Commission.
Article 14 An overseas financial institution investing in an insurance company shall meet the following conditions:
(a) the financial situation is good and stable, and it has been profitable continuously in the last three fiscal years;
(2) Its total assets at the end of the most recent year shall not be less than $2 billion;
(3) In the last three years, its long-term credit rating by international rating agencies has been above Grade A;
(4) It has no record of major violations of laws and regulations in the last three years;
(5) It meets the requirements of prudential supervision indicators of local financial supervision institutions;
(6) Other conditions stipulated by laws, administrative regulations and the China Insurance Regulatory Commission.
Article 15 A major shareholder who holds more than 65,438+05% or less than 65,438+05% equity of an insurance company but directly or indirectly controls an insurance company shall also meet the following conditions:
(1) It has the ability to continuously contribute capital, and has made profits continuously in the last three fiscal years;
(two) strong financial strength, net assets of not less than 200 million yuan;
(3) It has a good reputation and is in a leading position in the industry. Article 16 An insurance company's change of shareholders whose capital contribution accounts for more than 5% of the registered capital of a limited liability company, or the change of shareholders who hold more than 5% of the shares of a joint stock limited company shall be approved by the China Insurance Regulatory Commission.
Article 17 If an investor holds more than 5% of the issued shares of a listed insurance company through a stock exchange, the insurance company shall report to the China Insurance Regulatory Commission for approval within 5 days. China CIRC has the right to require investors who do not meet the qualifications prescribed in these Measures to transfer their shares.
Article 18 If the shareholders of an insurance company change their capital contribution or the shareholding ratio is less than 5% of the registered capital, they shall report the situation of changes in equity to the China Insurance Regulatory Commission for the record within 65,438+05 days after the signing of the equity transfer agreement, except for listed insurance companies.
Article 19 If an insurance company's equity transfer is approved by the China Insurance Regulatory Commission or fails to complete the industrial and commercial change registration within 3 months after filing with the China Insurance Regulatory Commission, the insurance company shall promptly report to the China Insurance Regulatory Commission in writing.
Article 20 An insurance company shall obtain the regulatory opinions of the China Insurance Regulatory Commission when it issues shares to the public for the first time or refinances after listing.
Article 21 An insurance company shall meet the following conditions for initial public offering of shares or refinancing after listing:
(1) The governance structure is perfect;
(2) There has been no major violation of laws and regulations in the last three years;
(3) It has a sound internal control system and a high level of risk management;
(4) Other conditions stipulated by laws, administrative regulations and the China Insurance Regulatory Commission.
Article 22 An insurance company shall submit a written report to the China Insurance Regulatory Commission within 15 days after it becomes aware of the following circumstances of shareholders:
(a) the equity held by the insurance company is subject to litigation preservation measures or enforcement measures;
(2) Pledge or cancel the equity held by the insurance company;
(3) Changing its name;
(4) merger or division.
(5) dissolution, bankruptcy, closure and takeover;
(6) Other circumstances that may lead to changes in equity of the insurance company.
Article 23 Where the equity of an insurance company is disposed of by auction, the insurance company shall inform the auctioneer of the relevant provisions of these Measures before the auction. Investors who bid for the equity of an insurance company by auction shall meet the qualifications stipulated in these Measures and report to the China Insurance Regulatory Commission for approval or filing in accordance with the provisions of these Measures.
Article 24 A shareholder who pledges the equity of an insurance company he holds shall sign an equity pledge contract, and shall not harm the interests of other shareholders and insurance companies.
Article 25 An insurance company shall strengthen the management of equity pledge and pledge cancellation, record the pledge-related information in the register of shareholders, and assist shareholders to register the pledge with relevant institutions in time.
Article 26 The equity pledgee of an insurance company shall meet the conditions as stipulated in these Measures and report to the China Insurance Regulatory Commission for approval or filing in accordance with these Measures. Article 27 The application materials submitted by the applicant must be true, accurate and complete.
Article 28 To apply for the establishment of an insurance company, a written application shall be submitted to the China Insurance Regulatory Commission, and the following materials of the investor shall be submitted:
(a) the basic information of investors, including a copy of the business license, business scope, organization and management structure, industry status, sources of investment funds, foreign investment, their own and affiliated institutions' investment in other financial institutions, etc.;
(2) The financial and accounting report of the investor audited by an accounting firm in the latest year. If the investor is an overseas financial institution or a major shareholder, it shall submit the financial and accounting reports audited by an accounting firm in the last three years;
(3) The tax payment certificate of the investor in the last three years and the credit record of the investor issued by the credit reporting agency;
(4) An explanation of the major shareholders and actual controllers of the investor and their relationship with other investors of the insurance company; If there is no relationship, an explanation of the situation of no relationship shall be submitted;
(5) the investor's capital contribution agreement or share subscription agreement, and the certification materials that the investor's shareholders' meeting, shareholders' meeting or board of directors agree to its capital contribution. If there is a competent department, it shall also submit the certification materials approved by the competent department for its investment;
(six) if the investor is a financial institution, it shall submit a prudential supervision index report and a supervision opinion issued by the local financial supervision institution;
(7) A statement that the investor has no record of major violations of laws and regulations in the last three years;
(eight) other materials as prescribed by the China Insurance Regulatory Commission.
Article 29 An insurance company that changes its registered capital shall submit a written application to the China Insurance Regulatory Commission and submit the following materials:
(1) The resolution of increasing or decreasing the registered capital adopted by the shareholders' meeting or general meeting of the company;
(2) A plan for increasing or decreasing the registered capital and a feasibility study report;
(3) The shareholding structure after increasing or decreasing the registered capital;
(4) A capital verification report and a certificate of capital contribution or capital reduction by shareholders;
(five) the name, basic information and capital reduction of the shareholders who have withdrawn their shares;
(6) The new shareholders shall submit the relevant materials as stipulated in Article 28 of these Measures;
(seven) other materials as prescribed by the China Insurance Regulatory Commission.
Article 30 Where a shareholder transfers the equity of an insurance company, and the transferee's capital contribution or shareholding ratio reaches more than 5% of the registered capital of the insurance company, the insurance company shall submit a written application to the China Insurance Regulatory Commission and submit an equity transfer agreement, except that the shares of a listed insurance company are purchased through the stock exchange.
If the transferee is a new shareholder, it shall also submit the relevant materials stipulated in Article 28 of these Measures.
Article 31 Where a shareholder transfers the equity of an insurance company, and the transferee's capital contribution or shareholding ratio is less than 5% of the registered capital of the insurance company, the insurance company shall submit the equity transfer report and equity transfer agreement to the China Insurance Regulatory Commission, except that the shares of listed insurance companies are purchased through the stock exchange.
If the transferee is a new shareholder, it shall also submit the relevant materials stipulated in Article 28 of these Measures.
Article 32 An insurance company shall submit the following materials when issuing shares to the public for the first time or refinancing after listing:
(1) The resolution of the shareholders' meeting of the company on the initial public offering of shares or refinancing after listing, and the resolution authorizing the board of directors to handle related matters;
(2) The initial public offering plan of shares or refinancing after listing;
(3) Equity structure after initial public offering or refinancing after listing;
(4) explanation of solvency and corporate governance;
(5) An explanation of its business performance and financial status;
(6) Other materials required by the China CIRC. Article 33 Where all foreign shareholders contribute or hold more than 25% of the registered capital of the company, the relevant provisions on the administration of foreign-funded insurance companies shall apply, unless otherwise stipulated by the China Insurance Regulatory Commission.
Article 34 These Measures shall apply to the equity management of insurance group (holding) companies and insurance asset management companies. Where laws, administrative regulations or the China Insurance Regulatory Commission provide otherwise, such provisions shall prevail.
Article 35 If an insurance company violates these measures by increasing (decreasing) its registered capital, changing its shareholders or adjusting its shareholding structure without authorization, it shall be punished by the China Insurance Regulatory Commission in accordance with relevant regulations.
Article 36 The China Insurance Regulatory Commission shall be responsible for the interpretation of these Measures.
Article 37 These Measures shall come into force as of June, 2065 10. The Interim Provisions on Investment Insurance Companies promulgated by China Insurance Regulatory Commission on April 1 2000 (No.49 [2000] of China Insurance Regulatory Commission) and the Notice on Regulating Foreign Investment in Chinese Insurance Companies (No.60 1 2006) issued on June12006.