Circular of the China Insurance Regulatory Commission on Issuing the Information Disclosure Standards for Insurance Companies on the Use of Funds No.4: Large Investments in Unlisted Shares and Large Real Estate Investments

　　Bao Jian Fa [2016] No. 36

　　May 4, 2016

　　All insurance group (holding) companies, insurance companies, and insurance asset management companies,

　　To regulate the information disclosure behavior of insurance companies in respect of large investments in unlisted shares and large real estate investments and guard against investment risks, the China Insurance Regulatory Commission (the "CIRC") has formulated the Information Disclosure Standards for Insurance Companies on the Use of Funds No.4: Large Investments in Unlisted Shares and Large Real Estate Investments (the "Standards"), which are hereby issued to you for implementation accordingly.

　　Information Disclosure Standards for Insurance Companies on the Use of Funds No.4: Large Investments in Unlisted Shares and Large Real Estate Investments

　　Article 1 These Standards are formulated under the Interim Administrative Measures for the Use of Insurance Funds, the Administrative Measures for the Information Disclosure of Insurance Companies, and related regulations to regulate the information disclosure behavior of insurance companies in respect of large investments in unlisted shares and large real estate investments and to guard against investment risks.

　　Article 2 These Standards apply to large investments in unlisted shares and large real estate investments within and outside China made by insurance companies.

　　Article 3 Large investments in unlisted shares, the information of which is required to be disclosed under these Standards, refer to the behavior of directly investing in the shares of a single unlisted domestic or overseas enterprise with the cumulative amount of investments exceeding CNY3 billion (or the equivalent in foreign currencies, below the same).

　　Article 4 Large real estate investments, the information of which is required to be disclosed under these Standards, refer to the behavior of directly investing in domestic real estate property and investing in the form of real rights in a single overseas real estate property with the cumulative amount of investments exceeding CNY5 billion, or investing in the form of equity rights in a single overseas real estate property with the cumulative amount of equity investments exceeding CNY1 billion.

　　Article 5 An insurance company, when making a large investment in unlisted shares or a large real estate investment, shall release information disclosure announcements on its official website, the website of the Insurance Association of China, the website of the Insurance Asset Management Association of China, and CIRC-designated platforms within 10 business days from the execution of the agreement on the investment, disclosing the following information:
　　1. The name of the enterprise or real estate project subject to the proposed investment and the estimated amount of investment. If the current investment is an additional investment, the date of the initial investment and the cost and balance of the investments completed by the date of agreement on the current investment shall also be indicated. Where an overseas investment is concerned, the amounts and sources of all external financing or other funds as arranged in respect of the insurance company or special-purpose company and the enterprise or real estate project subject to the proposed investment shall also be indicated;
　　2. The proportion of the balance of investment in the enterprise or project against the total assets of the insurance company at the end of the last quarter and the proportion of the book balance of the assets in the broad category to which the proposed investment belongs against the total assets of the insurance company at the end of the last quarter as estimated upon the completion of the investment; where an overseas investment is concerned, the proportion of the balance of the overseas investment against the total assets of the insurance company at the end of the last quarter as estimated upon the completion of the investment shall also be indicated;
　　3. Where the insurance company invests jointly with a related company or a person acting in concert, the name of the related company or the person acting in concert and the proposed investment amount shall be indicated; where other related-party transactions are involved, the detailed information of such related-party transactions shall be indicated;
　　4. The solvency margin ratio of the insurance company at the end of the last quarter; and
　　5. Other information deemed by the CIRC to be disclosed based on prudential regulation.
　　The insurance company shall also continue to disclose the sources of its investment funds (its own funds, its policy reserves, and other funds) within 10 business days from its actual act of investment. Where the source of funds is a policy reserve, the amount of investments contributed, and the balance of usable funds of the insurance account and policy in question by the end of the last quarter shall be indicated accordingly; where the sources of funds are external financing or other funds, their sources and amounts shall be indicated.

　　Article 6 An insurance company, when making a large real estate investment, shall disclose the following information in addition to the information required to be disclosed under Article 5:
　　1. the city, location, and development status of the real estate project;
　　2. the form of investment (real rights or equity rights);
　　3. in terms of investing in the form of equity rights, the name, registered capital, total assets, net assets, and scope of main activities of the project owner and the equity ratio held in the project owner shall be indicated.

　　Article 7 Where any element of information of an insurance company required to be disclosed under these Standards changes in subsequent operations, the insurance company shall make public disclosure of such change within 10 days from the change.

　　Article 8 Insurance companies shall disclose the information required to be disclosed under these Standards in a truthful, accurate, complete, and standard manner, which may not include false records, misleading statements, or gross omissions. Insurance companies that make a number of large investments in unlisted shares or large real estate investments shall prepare information disclosure announcements on an investment-by-investment basis and disclose the information in a separate manner.

　　Article 9 Listed insurance companies which have already disclosed the relevant information required to be disclosed under these Standards in accordance with the information disclosure requirements for listed companies may be exempted from repetitive disclosure, but they shall indicate the titles and specific placements (websites, newspaper and magazines, media, etc.) of the already disclosed information in their information disclosure announcements; those that should disclose the relevant information specified in these Standards on a regular basis based on the information disclosure requirements for listed companies may act in accordance with the relevant regulations, but they shall indicate the reports where they are to disclose the relevant information in their information disclosure announcements.

　　Article 10 When insurance companies make large investments in unlisted shares or large real estate investments, if the enterprises or projects subject to the proposed investments involve listed companies where information disclosure is required in accordance with regulations, the listed companies shall make disclosure as required.

　　Article 11 Insurance companies that make investments jointly with related companies or persons acting in concert shall disclose the relevant information as required under these Standards if such investments meet the standards of large investments in unlisted shares or large real estate investments as specified in these Standards; those that have disclosed the relevant information specified in these Standards in accordance with the Information Disclosure Standards for Insurance Companies on Insurance Funds No.1, Related-Party Transactions may be exempted from repetitive disclosure, but they shall indicate the titles and specific placements (websites, newspaper and magazines, media, etc.) of the already disclosed information in their information disclosure announcements. 

　　Article 12 Where a major equity investment made by an insurance company under the Interim Measures for the Equity Investment with Insurance Funds is subject to approval according to regulations and also meets the standards for large investments as stipulated by these Standards, the insurance company shall disclose the relevant information in accordance with these Standards; they may make such information disclosure within 10 business days from the date of approval by the CIRC.

　　Article 13 Where the information required to be disclosed by an insurance company under these Standards concerns state secrets and therefore may not be disclosed under the law, the insurance company shall state the situation in writing to the CIRC within five business days from the execution of the investment agreement in question and shall not disclose the said information in accordance with the law.

　　Article 14 Where insurance companies make large investments in unlisted shares or large real estate investments through authorized insurance asset management companies or the unified investment platforms of their group companies, the insurance companies shall perform the obligation of information disclosure.

　　Article 15 These Standards apply to large investments in unlisted shares and large real estate investments made by insurance group (holding) companies, insurance asset management companies, and non-insurance subsidiaries of insurance companies subject to the CIRC regulation.

　　Article 16 These Standards shall come into effect as of the date of promulgation and interpretation of the Standards shall rest with the CIRC.

　　Appendices:
　　1. Information Disclosure Standards for Insurance Companies on the Use of Funds No.4 (Format) - 1
　　2. Information Disclosure Standards for Insurance Companies on the Use of Funds No.4 (Format) - 2
　  3. Information Disclosure Standards for Insurance Companies on the Use of Funds No.4 (Format) - 3