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. 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 Shareholders' Qualifications Article 12 The investors of an insurance company shall be enterprises as legal persons in People's Republic of China (PRC) or overseas financial institutions that meet the requirements 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. Chapter III Change of Equity Article 16 An insurance company that changes shareholders whose capital contribution accounts for more than 5% of the registered capital of a limited liability company or changes shareholders who hold more than 5% of the shares of a joint stock limited company shall obtain the approval of 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.