Measures for the Administration of the Equities of Insurance Companies

• Document Number：Order No. 5 [2018] of the China Insurance Regulatory Commission
• Area of Law： Insurance
• Level of Authority： Departmental Rules
• Date issued：03-02-2018
• Effective Date：04-10-2018
• Status： Effective
• Issuing Authority： China Insurance Regulatory Commission

Order of the China Insurance Regulatory Commission
(No. 5 [2018])
The Measures for the Administration of the Equities of Insurance Companies, as adopted at the chairman's executive meeting of the China Insurance Regulatory Commission on February 7, 2018, are hereby issued and shall come into force on April 10, 2018.
Vice Chairman: Chen Wenhui
March 2, 2018
Measures for the Administration of the Equities of Insurance Companies
Chapter I General Provisions
Article 1 For the purposes of strengthening the supervision and administration of equities of insurance companies, regulating the acts of shareholders of insurance companies, protecting the lawful rights and interests of insurance applicants, insured and beneficiaries, and maintaining the order of the insurance market, these Measures are developed in accordance with the Company Law of the People's Republic of China, the Insurance Law of the People's Republic of China and other laws and administrative regulations.
Article 2 The equities of insurance companies shall be administered under the following principles:
(1) Good qualifications and clear relationships.
(2) Reasonable structure and regulated conduct.
(3) Openness, transparency and orderly transfer.
Article 3 The China Insurance Regulatory Commission (“CIRC”) shall, under the principle of substance over form, implement penetrating supervision and categorized supervision and administration of the equities of insurance companies according to the law.
The supervision and administration of equities shall be implemented through the following links:
(1) investment in the formation of insurance companies;
(2) change in the registered capital of insurance companies;
(3) change in the equities of insurance companies;
(4) listing of insurance companies;
(5) merger and division of insurance companies;
(6) governance of insurance companies; and
(7) risk handling or bankruptcy liquidation of insurance companies.
Article 4 According to the shareholding ratios, qualifications and impact on the operation management of insurance companies, shareholders of insurance companies are classified into the following four categories:
(1) Shareholders of Class-I finance. Shareholders holding not more than 5% of the equities of insurance companies.
(2) Shareholders of Class-II finance. Shareholders holding not less than 5% nor more than 15% of equities of insurance companies.
(3) Strategic shareholders. Shareholders holding not less than 15% nor more than one third of the equities of insurance companies, or shareholders with voting rights enjoyed on the basis of their amount of contribution or shares held sufficient to cause significant impact on the resolutions of the general meetings of stockholders of insurance companies.
(4) Controlling shareholders. Shareholders holding not less than one third of the equities of insurance companies, or shareholders with voting rights enjoyed on the basis of their amount of contribution or shares held sufficient to cause controlling impact on the resolutions of the general meetings of stockholders of insurance companies.
Article 5 The CIRC shall encourage investors with expertise in risk management, scientific and technological innovation, health management and pension services, among others, to invest in the insurance industry, to promote the transformation, upgrading and optimization of services of insurance companies.
Chapter II Qualifications of Shareholders
Article 6 The following investors meeting the conditions as prescribed in these Measures may become shareholders of insurance companies:
(1) domestic enterprise legal persons;
(2) domestic limited partnerships;
(3) domestic public institutions and social groups; and
(4) overseas financial institutions.
Public institutions and social groups shall only become shareholders of Class-I finance of insurance companies, unless as otherwise prescribed by the State Council.
Natural persons shall become shareholders of Class-I finance of insurance companies through purchasing stocks of listed insurance companies, unless as otherwise prescribed by the CIRC.
Article 7 Asset management plans and trust products may invest in listed insurance companies through purchasing stocks publicly offered. The proportion of shares of a listed insurance company held by a single asset management plan or trust product shall not exceed 5% of the total capital stocks of the insurance company. Where an investor with affiliation relationship entrusts a same institution or affiliated institution to invest in an insurance company, the investment ratio shall be calculated on a consolidated basis.
Article 8 A shareholder of Class-I finance shall meet the following conditions:
(1) It has sound business operation status and reasonable business income.
(2) It has sound financial conditions and earns profits in the most recent accounting year.
(3) It has sound tax payment records and has no record of tax evasion in the most recent three years.
(4) It has sound credit records and has no record of major dishonest conduct in the most recent three years.
(5) It have sound compliance status and has no record of major violation of laws and regulations in the most recent three years.
(6) Other conditions as set out by laws, administrative regulations, and the CIRC.
Article 9 Besides those set out in Article 8 of these Measures, a shareholder of Class-II finance shall also meet the following conditions:
(1) It has good reputation, stable investment behaviors and prominent core business.
(2) It has capacity to continuously make capital contributions and has earned profits in the most recent two accounting years.
(3) It has relatively strong capital strength and net assets not less than 200 million yuan.
(4) Other conditions as set out by laws, administrative regulations, and the CIRC.
Article 10 Besides those set out in Articles 8 and 9 of these Measures, a strategic shareholder shall also meet the following conditions:
(1) It has an ability to continuously make capital contributions, and has made profits in the last three consecutive fiscal years.
(2) It has net assets not less than 1 billion yuan.
(3) Its amount of equity investment shall not exceed the net assets.
(4) Other conditions as set out by laws, administrative regulations, and the CIRC.
Article 11 Besides those set out in Articles 8, 9 and 10 of these Measures, a controlling shareholder shall also meet the following conditions:
(1) It has total assets not less than 10 billion yuan.
(2) It has net assets at the end of the most recent year not less than 30% of total assets.
(3) Other conditions as set out by laws, administrative regulations, and the CIRC.
Except as otherwise prescribed by the state, financial institutions are not required to be subject to the restriction as prescribed in item 2 of the previous paragraph.
Article 12 Besides those set out in Articles 8 and 9 of these Measures, an investor that is a domestic limited partnership shall also meet the following conditions:
(1) Its general partners have sound credit records and have no record of major violation of laws and regulations in the most recent three years.
(2) Where there is a duration, an investor shall undertake to transfer the equities of an insurance company held thereby before the expiry of the duration.
(3) It has a simple hierarchy and clear structure.
A domestic limited partnership shall not form any insurance company.
Article 13 Besides those set out in Article 8 of these Measures, an investor that is a domestic public institution and social organization shall also meet the following conditions:
(1) Its main business or major matters are related to the insurance industry.
(2) It does not undertake the administrative function.
(3) It has been approved by a superior competent authority.
Article 14 An investor that is financial institution shall also comply with the laws and administrative regulations and satisfy the regulatory requirements of the financial regulatory authorities in the industry.
Article 15 An investor that is overseas financial institution shall, besides the aforesaid requirements for the qualifications of shareholders, also meet the following conditions:
(1) It has made profits in the most recent three consecutive accounting years.
(2) Its total assets at the end of the most recent year are not not less than 2 billion USD.
(3) Its long-term credit rating given by an international rating agency in the most recent three years is A or above.
(4) It satisfies the regulatory requirements of the local financial regulatory authorities.
Article 16 To form an insurance company or become a controlling shareholder of an insurance company, an insurance company shall meet the following conditions:
(1) It has been open for business for more than three years.
(2) It has sound corporate governance and internal control.
(3) It has earned profits in the most recent accounting year.
(4) Its headquarters has no record of major violation of laws and regulations in the most recent year.
(5) It has no record of major dishonest conduct in the most recent three years.
(6) It has net assets not less than 3 billion yuan.
(7) Its core solvency adequacy ratio in the most recent four quarters is not lower than 75%, comprehensive solvency adequacy ratio is not lower than 150%, and comprehensive risk rating is not lower than class B.
(8) Other conditions as prescribed by the CIRC.
Article 17 Where the total shares held by affiliated parties and persons acting in concert reach the standard for shareholders of Class-II finance, strategic shareholders or controlling shareholders, the shareholder holding the most shares shall meet the qualifications for the corresponding shareholders under these Measures and report to the CIRC for approval.
Parties that have affiliation relationships within twelve months before the date when the agreement on the investment is signed shall be deemed affiliated parties.
Article 18 An investor falling under one of the following circumstances shall not become a shareholder of any insurance company:
(1) The investor is determined by a relevant entity of the state as an object subject to joint punishment for serious dishonesty and shall be subject to corresponding penalties in the insurance field.
(2) The investor has an unclear equity structure or ownership dispute.
(3) The investor once entrusted others or was entrusted by others to hold the equity of an insurance company.
(4) The investor once invested in the insurance industry, provided any false material or made any false statement.
(5) The investor once invested in the insurance industry, and three years have not elapsed since the date when it assumes material liability for the business operation failure of an insurance company.
(6) The investor once invested in the insurance industry and was materially liable for the major violation of laws and rations of an insurance company.　
(7) The investor once invested in the insurance industry and rejected to coordinate with the supervision and inspection of the CIRC.
Article 19 An investor becoming a controlling shareholder of an insurance company shall have the capital strength for making investment in the insurance industry, risk control capability and prudent investment philosophy. An investor falling under one of the following circumstances shall not become a controlling shareholder of any insurance company:
(1) Fluctuation in cash flows is relatively greatly influenced by the economic climate.
(2) Its business plan is not feasible.
(3) Its financial capacity is insufficient to support the insurance company's continuous business operation.
(4) Its core business is not prominent, and its business scope involves too many industries.
(5) Its corporate governance structure and mechanism have evident defects.
(6) The investor has many affiliated enterprises, has complex and non-transparent equity relations, and conducts abnormal affiliated transactions frequently.
(7) The investor has any record of bad investment on the open market.
(8) The investor once had dishonest commercial behavior which has caused adverse influence.
(9) The investor has been confirmed by a relevant department to have inappropriate conduct.
(10) Other circumstances that have a major adverse influence on the insurance companies.
The actual controllers of insurance companies shall be governed by the provisions of the preceding paragraph.
Chapter III Acquisition of Equities
Article 20 An investor may acquire equities of an insurance company by the following means:
(1) Forming an insurance companies.
(2) Subscribing unlisted equities issued by an insurance company.
(3) Accepting the equities of an insurance company held by another shareholder by means of agreement.
(4) Acquiring equities of an insurance company publicly transferred by another shareholder by means of bidding.
(5) Purchasing equities of a listed insurance company on the stock market.
(6) Purchasing convertible bonds of an insurance company, and acquiring the equities of an insurance company under the conditions agreed in the contract.
(7) Obtaining equities of an insurance company as the pledgee of the equities of an insurance company under the condition of complying with the relevant provisions.
(8) Acquiring the equities by participating in the risk handling by the CIRC for an insurance company.
(9) Acquiring the equities of an insurance company through administrative allocation.
(10) Other ways recognized by the CIRC.
Article 21 An investor of an insurance company shall fully understand the operation characteristics and business rules of the insurance industry and the responsibilities and obligations to be assumed as a shareholder of the insurance company, and understand the business operation management situation, potential risks and other information of the insurance company.　
An investor investing in an insurance company shall have true intention of making contribution and fulfill the necessary internal decision-making procedures.
Article 22 Where the equities of an insurance company are acquired by formation of an insurance company, the preparation for and opening of the insurance company shall be completed according to the conditions and procedures set out in the Insurance Law of the People's Republic of China and the Provisions on the Administration of Insurance Companies, among others.
Article 23 Subscription of the equities issued by an insurance company or acceptance of the equities of an insurance company transferred by another shareholder shall be reported to the CIRC for approval or recordation according to the agreement of the bylaws of the insurance company, after the insurance company undergoes the corresponding internal examination and decision-making procedures.
Where it is agreed in the bylaws of an insurance company that a shareholder has the preemptive right for the equities transferred by another shareholder, the shareholder transferring the equity shall actively require the insurance company to guarantee that other shareholders exercise the preemptive right according to the agreement of the bylaws.
Article 24 Where the equities of an insurance company are transferred by means of agreement or bidding, the insurance company shall notify the investors of the relevant provisions of these Measures in advance.
Investors participating in the bidding shall comply with the provisions of the qualifications for shareholders of an insurance company as prescribed in these Measures. After the equities of an insurance company are acquired, investors shall report to the CIRC for approval or recordation according to the provisions of these Measures. Where approval is not granted, relevant investors shall transfer the equities within one year of the date when approval is not granted.
Article 25 An investor that purchases stocks of a listed insurance company on the stock market and holds equities exceeding the ratio as prescribed in Article 55 of these Measures shall report to the CIRC for approval. Where approval is not granted, the equities shall be transferred within 50 trading days of the date of disapproval. In the event of suspension of trading, the equities shall be transferred within ten trading days of the date of resumption of trading.
Article 26 An investor that purchases convertible bonds of an insurance company and converts them into equity under relevant contractual conditions or acquires the equities of an insurance company by exercising the right to pledge shall, under the provisions of these Measures, report to the CIRC for approval or recordation.
Article 27 The transfer of equity involving state-owned assets shall comply with the relevant provisions on the management of state-owned assets.　
Where the state-owned equities of an insurance company are managed on a consolidated basis by administrative allocation and other means, the provisions of these Measures on shareholding ratio and conditions of investors shall be complied, unless as otherwise prescribed by the state.
Article 28 Where the equities are acquired by participation in an employee stock ownership plan, the shareholding method and ratio shall be otherwise prescribed by the CIRC.
Article 29 Besides the provisions of Articles 4 and 6 of these Measures, the shareholding ratio of shareholders of an insurance company shall also satisfy the following requirements:
(1) The shareholding ratio of a single shareholder shall not exceed one third of the registered capital of the insurance company.
(2) The shareholding ratio of a single domestic limited partnership shall not exceed 5% of the registered capital of the insurance company, and the total shareholding ratio of multiple domestic limited partnerships shall not exceed 15% of the registered capital of the insurance company.
Where an insurance company invests in the formation of or acquires an insurance company due to business innovation or professional or group business operation needs, its contribution or shareholding ratio shall not be subject to any restriction of upper limit.
The shareholding ratio of a shareholder and its affiliates and persons acting in concert shall be calculated on a consolidated basis.
Article 30 An investor and its affiliated party and person acting in concert may only become the controlling shareholder of an insurance company carrying out the same type of business. An investor that is an insurance company shall not invest in the formation of any insurance company carrying out the same type of business.
An investor and its affiliated party and person acting in concert shall not become controlling and strategic shareholders of more than two insurance companies.
An insurance company investing in the formation of an insurance company due to business innovation or specialized business operation shall not be subject to the restriction of paragraphs 1 and 2 of this article, and shall not transfer the controlling power of the insurance company formed thereby. An insurance company becoming controlling shareholders of more than two insurance companies shall not become a strategic shareholder of any other insurance company.
Investors holding equities of an insurance company upon authorization by the State Council and companies and institutions participating in the risk handling of insurance companies upon approval of the CIRC shall not be subject to the restrictions of paragraphs 1 and 2 of this article.
Article 31 No investor shall entrust any other or accept any other's entrustment to hold the equity of an insurance company.
Chapter IV Funds for Making Contributions
Article 32 To acquire the equities of an insurance company, an investor shall use lawfully sourced self-owned funds, unless as otherwise prescribed by the CIRC.
For the purposes of the Measures, self-owned funds shall not exceed the net assets. An investor shall not evade the provisions on the regulation of self-owned funds in a disguised manner through formation of a shareholding institution, transferring expected right to yields of equities and other ways. The CIRC may, under the principles of penetrating supervision and categorized supervision, retrospectively identify the source of self-owned funds.
Article 33 An investor shall make contributions in currency, other than non-currency property such as physical property, intellectual property rights and right to use the land, among others, unless as otherwise prescribed by the CIRC for insurance group (holding) companies.
Article 34 An investor that is an insurance company shall not, by taking advantage of its registered capital, make repeated capital contributions to its subsidiaries level by level.
Article 35 An investor shall not directly or indirectly acquire the equities of any insurance company with any of the following capital:
(1) Borrowings relevant to the insurance company.
(2) Capital obtained with deposits or other assets of the insurance company as guarantee.
(3) Capital obtained by inappropriately utilizing the financial influence of the insurance company or inappropriate affiliation relationship with the insurance company.
(4) Capital obtained by other means prohibited by the CIRC.
It is prohibited to misappropriate insurance capital or use capital obtained through an investment trust plan, privately offered fund, or equity investment of the insurance company to make repeated capital contributions to the insurance company.
Article 36 An insurance company and a preparatory group of the insurance company shall open and use a capital verification account according to the relevant provisions issued by the state.
Capital contributions made by an investor of an insurance company shall be verified by an accounting firm which shall issue a capital verification certificate.
Chapter V Acts of Shareholders
Article 37 The equity structure of an insurance company shall be clear and reasonable, and the actual controller of the insurance company shall be explained to the CIRC.
Article 38 Shareholders of an insurance company shall according to the Company Law of the People's Republic of China and the bylaws of the insurance company, lawfully exercise the rights of shareholders and fulfill the obligations of shareholders.
Article 39 An insurance company shall agree in its bylaws that a shareholder falling under one of the following circumstances shall not exercise the right to attend the general meeting of shareholders, the right to vote or propose at the general meeting of shareholders, or any other shareholders' rights, and shall undertake to accept the handling measures of the CIRC:
(1) The shareholder is changed without approval of or recordation with the CIRC.
(2) The shareholder's actual controller is changed without recordation with the CIRC.
(3) The shareholder entrusts others or is entrusted by others to hold the equity of an insurance company.
(4) The shareholder controls the equity in a disguised manner by accepting the entrustment for the voting right, transferring the right to yields, or any other method,
(5) The shareholder utilize insurance funds to directly or indirectly inject capital into itself or make false capital contributions.
(6) Other acts of capital contribution or shareholding in violation of the regulatory provisions.
Article 40 A shareholder of an insurance company shall establish an effective risk isolation mechanism to prevent risk contagion and transfer among shareholders, insurance companies and other affiliated institutions.
Article 41 A shareholder of an insurance company shall not conduct any illicit affiliated transaction with the insurance company, or obtain illicit interests by virtue of its influence on the business operation and management of the insurance company. 　　
Article 42 Where an insurance company needs to resolve its insufficient solvency by capital increase, the shareholders shall have the obligation of increasing capital. Shareholders that can not increase capital contributions or do not increase capital contributions shall agree with other shareholders or investors to adopt reasonable program to increase capital contributions.
Article 43 Where an insurance company is subject to takeover and other risk handling measures taken by the CIRC due to a risk event or major violations of laws and regulations, its shareholders shall actively coordinate therewith.
Article 44 A controlling shareholder of an insurance company shall strictly exercise the right of control over the insurance company according to the law, and shall not utilize its controlling status to damage the lawful rights and interests of the insurance company and other stakeholders.
Article 45 A controlling shareholder of an insurance company shall exercise shareholders' rights and fulfill shareholders' obligations for the insurance company according to the provisions issued by the CIRC on controlling shareholders.
An insurance group (holding) company shall exercise shareholders' rights and fulfill shareholders' obligations for the insurance company controlled by it according to the provisions issued by the CIRC on insurance group (holding) companies.
Article 46 A shareholder of an insurance company shall faithfully report the financial information, equity structure, sources of funds used for investing in the insurance company, controlling shareholder, actual controller, affiliated parties and persons acting in concert, among others, to the insurance company.　　
Where a controlling shareholder or actual controller of the shareholder of an insurance company is changed, the shareholder shall notify the insurance company in writing of the changes, affiliated parties and affiliation relationship after change and persons acting in concert.
Article 47 The information disclosed by the shareholders of an insurance company according to the law shall be authentic, accurate and complete, and shall not contain any false record, misleading statement or major omission.
Article 48 A shareholder of an insurance company shall, within 15 working days of the date of occurrence of the following circumstances, notify the insurance company in writing:　　
(1) Preservation measures in litigation or compulsory enforcement taken against the equities of the insurance company held the shareholder.
(2) The equities held by the shareholder in the insurance company are pledged or the pledge is released.
(3) The formalities of change are not undergone within three months after a permit of the CIRC for change in equity is obtained.
(4) Change in name.
(5) Merger or division.
(6) The shareholder is dissolved, bankrupt, closed, or taken over.
(7) Other circumstances that may lead to change in the equity of the insurance company held by the shareholder.
Article 49 A shareholder of an insurance company pledging the equity of the insurance company held thereby shall not damage the interests of other shareholders or the insurance company.
A shareholder of an insurance company shall not, by pledge of equity, hold any equity of the insurance company on a commission basis, conduct affiliated shareholding in violation of provisions or transfer equity in a disguised manner.
When pledging the equities, a shareholder of an insurance company shall not agree with the pledgee that the pledged equities of the insurance company are owned by the creditor when the due debts are not paid, agree that the pledgee or its affiliated party exercises the right to vote and other stockholder's rights, or transfer the controlling power of the equities of the insurance company by transfer of the right to yields of equities and other methods.
Article 50 An investor shall not transfer any equity held within five years of the date of becoming a controlling shareholder, transfer any equity held within three years of the date of becoming a strategic shareholder, transfer any equity held within two years of the date of becoming a shareholder of Class II finance, or transfer any equity held within one year of the date of becoming a shareholder of Class I finance.
Where risk handling is conducted with the approval of the CIRC, the CIRC shall order transfer of equities according to the law, except under special circumstances under which equities are transferred between different entities under the control of a same controller.
Chapter VI Equity Matters
Article 51 The office of the board of directors of an insurance company shall be the working body handling the equity matters of the insurance company.
The board chairman and board secretary of an insurance company are the persons directly responsible for handling the equity affairs of the insurance company.
Article 52 An insurance company shall be responsible for handling applications for an administrative licenses, matter reporting, submission of materials and other equity matters. When necessary, with consent of the CIRC, a shareholder may directly submit the relevant materials.
To form an insurance company, all sponsors or authorized sponsors shall submit the relevant materials to the CIRC.
Article 53 To change a shareholder holding not less than 5% of equities, an insurance company shall obtain the approval of the CIRC.　　
To change a shareholder holding less than 5% of equities, an insurance company, except a listed insurance company, shall report to the CIRC for recordation, conduct public disclosure on the official website of the insurance company and the website designated by the CIRC.
Where the actual controller of a shareholder of an insurance company is changed and the value of the equities of the insurance company held by the shareholder of the insurance company accounts for not less than half of the total assets of the shareholder, the actual controller shall satisfy the relevant requirements of these Measures for qualifications of shareholders, and provide the relevant materials for the insurance company in a timely manner; and the insurance company shall report the relevant information to the CIRC for recordation within 20 working days before the change.
Article 54 An insurance company shall, within three months of the date when shareholders enter into the equity transfer agreements, report to the CIRC for approval or recordation.　　
Article 55 An investor that purchases stocks of a listed insurance company and whose equities held account for 5%, 15% and one third of the total capital stock of the insurance company shall, within five working days of the date of the transaction, report to the insurance company in writing, and the insurance company shall, within ten working days of the receipt of the report, report to the CIRC for approval.
Article 56 Where a shareholder and its controlling shareholder or actual controller of an insurance company fall under the circumstances as prescribed in paragraph 2 of Article 46 or Article 48, the insurance company shall, within ten working days of being aware of them, report to the CIRC in writing.
Article 57 An insurance company shall, according to the relevant regulatory provisions, disclose its relevant equity information in a timely, authentic, accurate and complete manner, including:
(1) The equity structure and changes therein.
(2) The shareholders holding not less than 5% of shares and their controlling shareholders and actual controllers.
(3) The shareholders of Class-II finance, strategic shareholders and controlling shareholders, and their controlling shareholders, actual controllers, affiliated parties and persons acting in concert.
(4) The pledge of the equities of the insurance company by relevant shareholders.
(5) The directors and supervisors nominated by shareholders.
(6) Other information as prescribed by the CIRC.
Article 58 Where an investor becomes a controlling shareholder of an insurance company, the insurance company shall amend the bylaws, and make reasonable arrangements for the rules on the nomination and election of directors and the protection of the interests of minority shareholders, insurance applicants, insured and beneficiaries.
Article 59 An insurance company shall strengthen the administration of equities of shareholders, verify the information on shareholders and their controlling shareholders, actual controllers, affiliated parties and persons acting in concert, and understand the changes therein, judge shareholders' influence on the business operation decision-making of the insurance company, and report or disclose the relevant information in a timely, accurate and complete manner according to the law.
Article 60 An insurance company shall, within three months of the date of approval by or recordation with the CIRC, undergo the formalities of change in bylaws and industrial and commercial registration.
Where the formalities of change are not undergone within the prescribed time limit, the insurance company shall report to the CIRC in writing in a timely manner.
Article 61 An insurance company shall strengthen the management of equity pledge and release of pledge, record the relevant information on pledge in the registry of shareholders, and assist shareholders in handling pledge registration with the relevant institution in a timely manner.
Chapter VII Submission of Materials
Article 62 To apply for forming or investing in an insurance company, an insurance company or investor shall submit the application materials as required by the CIRC, and the application materials must be authentic, accurate and complete.　　　　
The application materials shall include the basic information, financial information, corporate governance information, additional information and other relevant materials required by the CIRC to be submitted.
Article 63 The basic information shall include the following specific documents:
(1) Photocopy of the business license.
(2) Description of the business cope.　　
(3) Organizational management structure chart.
(4) Description of the overseas long-term equity investment.
(5) Description of the investment of itself and affiliated institutions in other financial institutions and other information.
Article 64 The financial information shall include the following specific documents:
(1) The financial accounting reports of shareholders of Class-I finance for the most recent year audited by an accounting firm, financial accounting reports of shareholders of Class-II finance for the most recent two year audited by an accounting firm, and financial accounting reports of overseas financial institutions, strategic shareholders and controlling shareholders for the most recent three years audited by an accounting firm.
(2) The description of the source of funds for making contributions.
(3) The tax certificates for the most recent three years.
(4) The credit records of investors issued by the credit rating agencies.
(5) The long-term credit ratings of overseas financial institutions for the most recent three years granted by the international rating agencies.
(6) The solvency reports for the most recent four quarters.
Article 65 The corporate governance information shall include the following specific documents:
(1) The description of the disclosure of the equity structure level by level to the ultimate equity holders.
(2) The relevant certification materials on the public disclosure of the equity information.
(3) The description of the controlling shareholders or actual controllers and the changes therein in the most recent year.
(4) The equity subscription agreement jointly signed by investors or the equity transfer agreements jointly signed by and between the transferor and transferee.
(5) The certification materials on the consent of the general meeting of shareholders or the board of directors for the investment.
(6) The description of the affiliation relationship and acts in concert between investors and their actual controllers, and other investors of the insurance company, and the description of the basic information on affiliated parties of newly formed insurance institutions shall also be provided.
(7) The description of the career experience, business operation records and previous investment, among others, of the actual controllers of an insurance company or actual controllers of the controlling shareholder.
(8) The description of the corporate governance, business plan, subsequent fund arrangements and other circumstances of controlling shareholders.
Article 66 The additional information shall include the following specific documents:
(1) The power of attorney issued by an investor for the submission of materials.
(2) The certification materials on the consent of a competent institution on the investment.
(3) The report on the prudential regulation indicators of a financial institution.
(4) The regulatory opinions issued by a financial regulatory authority.
(5) The statement on no record of any gross violation of laws and regulations.
(6) Other statements or letters of commitment to be provided as required by the CIRC.
Article 67 To invest in an insurance company, a domestic limited partnership shall, besides submitting the relevant materials as required from Articles 63 to 66 of these Measures, also submit the following materials:
(1) The explanatory materials on the source of funds, and the designation or name, nationality, business scope or profession, amount of contribution and other background information on partners.
(2) The commitment of the partner in charge of execution of business on the fact that the source of funds complies with the relevant provisions on anti-money laundering.
(3) The description of the affiliation relationship between partners and other investors of the insurance company.
Article 68 To change the registered capital, an insurance company shall file a written application with the CIRC and submit the following materials:
(1) The resolution adopted at its shareholders' meeting on increasing or decreasing the registered capital.
(2) The proposal on increasing or decreasing the registered capital and feasibility study report.
(3) The equity structure after the increase or decrease of the registered capital.
(4) A capital verification report and a certification on the increase or decrease of capital contribution by shareholders.
(5) The financial accounting report of the shareholders participating in capital increase audited by an accounting firm.
(6) The name of and basic information on a withdrawing shareholder and the amount of decrease in capital contribution.
(7) Other materials as prescribed by the CIRC.
An insurance company increasing shareholders shall submit the relevant materials as prescribed in Articles 63 to 66.
Article 69 Where a shareholder accepts the equities of an insurance company, the insurance company shall report to the CIRC for approval or recordation, and submit the Equity Transfer Agreement and the financial accounting report of the transferee audited by a accounting firm.
Where a transferee is a new shareholder, an insurance company shall submit the relevant materials as prescribed in Articles 63 to 66.
Article 70 When reporting to the CIRC that equities are subject to conservatory measure in litigation or compulsory enforcement, an insurance company shall submit relevant judicial documents.
Article 71 When reporting to the CIRC the pledge of equity or release of pledge, an insurance company shall submit the following materials:
(1) The written report on the relevant information on the pledge and release of pledge.
(2) The contract on pledge or release of pledge.
(3) The contract on principal creditor's rights and debts or a contract on transfer of the right to yields of equities.
(4) The registration document issued by the relevant department.
(5) The description of the relationship between the pledger and debtor.
(6) The statement of a shareholder on the compliance of the pledge act with the bylaws and the regulatory requirements, and the commitment of the shareholder on voluntary acceptance of the handling measures taken by the regulatory department against the equities held thereby if any false statement is provided.
(7) All information on equity pledge as of the reporting day.
(8) Other materials as set out by the CIRC.
A written report shall include the basic information on pledger, debtor and pledgee, type and amount of the creditors' rights guaranteed, time limit for payment of debts by debtor, amount of equity pledged, scope of guarantee, purpose of the funds raised, solvency and relevant arrangements, potential risks and corresponding handling measures, among others. A pledgee that is a non-financial enterprise shall also explain the source of the funds lent by the pledgee and the affiliation relationship between the pledgee and pledger.
Article 72 An insurance company shall, when reporting to the CIRC the change in the name of a shareholder, submit the business license after the change in the name of a shareholder and the registration documents issued by the relevant department.
Chapter VIII Supervision and Administration
Article 73 The CIRC shall strengthen the penetrating regulation and examination of shareholders of insurance companies, and may substantially identify shareholders of insurance companies as well as their actual controllers, affiliated parties and persons acting in concert.
The CIRC shall take the following measures to supervise and administer the equities of insurance companies:
(1) Reviewing the acquisition of or change in the equities according to the law.
(2) Requesting insurance companies to report matters on equities according to the relevant provisions or regulatory needs.
(3) Requesting insurance companies to disclose relevant equity information on designated media.
(4) Entrusting professional intermediary institutions to review the financial statements and other materials provided by insurance companies.
(5) Holding regulatory interviews with the directors, supervisors, senior executives and other parties of insurance companies and requesting them to explain the relevant circumstances.
(6) Conducting investigations or public inquiries on shareholders' acts involving the equities of insurance companies.
(7) Requesting shareholders to submit audit reports, information on business operation management, equity information and other materials.
(8) Consulting and copying the financial accounting statements and other documents and materials of shareholders and relevant entities and persons.
(9) Examining the insurance companies and imposing administrative punishments on the insurance companies and the relevant responsible persons according to the law.
(10) Other regulatory measures that may be taken by the CIRC according to the law.
Article 74 To impose administrative licensing for the acquisition of or change in the equities of an insurance company, the CIRC shall primarily review the following contents:
(1) The completeness of the application materials.
(2) The compliance of the decision-making procedures of the insurance company.
(3) The qualifications of shareholders and the compliance of their investment acts.
(4) The compliance of the source of funds.
(5) The affiliation relationship between shareholders.
(6) Other contents that the CIRC deems necessary to be examined.
An applicant shall truthfully submit the relevant materials and reflect the real situation, and assume liability for the authenticity of the substantial contents of its application materials.
Article 75 To impose administrative licensing for the acquisition of or change in the equities of an insurance company, the CIRC may conduct review by the following means:
(1) Reviewing the application materials.
(2) Requesting insurance companies or shareholders to submit certification materials, according to the needs of prudential supervision.
(3) Holding regulatory talks and conducting public inquiries of the insurance company or relevant shareholders.
(4) Requesting relevant shareholders to disclose its shareholders or actual controllers level by level.
(5) Requesting relevant shareholders to make statements on the affiliation relationships and source of funds upward level by level according to the needs of prudential supervision.　　
(6) Consulting relevant accounts or understanding the relevant information from the relevant institutions.
(7) Visiting shareholders or investing the business operation situations of shareholders.
(8) Other means of review that the CIRC deems necessary to be taken.
Article 76 Where an investor, insurance company or shareholder falls under one of the following circumstances during the process of administrative licensing, the CIRC may suspend the review:
(1) There is dispute over the ownership of the relevant equities.
(2) It needs to be subject to investigation due to tip-off.
(3) It is under investigation by the relevant department for being suspected of any violation of laws and regulations or under criminal investigation by the judicial organ, and case has not been closed yet.
(4) It is prosecuted but not judgment has been rendered.
(5) Other circumstances as recognized by the CIRC.
Article 77 When implementing administrative licensing or performing other regulatory functions, the CIRC may request an insurance company or its shareholders to make a statement on the authenticity of the relevant qualifications, affiliation relationships or capital contributed and other information provided, and undertake to assume liability for the provision of false information or untrue statements.
Article 78 Where an insurance company or shareholder provides false materials or makes false statements, and falls under serious circumstances, the CIRC shall revoke its administrative license according to the law. An investor whose administrative license is revoked shall withdraw at the purchase price or net asset value per share, whichever is lower, and an institution taking over the shares shall satisfy the relevant requirements of the CIRC.
Article 79 Where an insurance company fails to conduct equity management in compliance with these Measures, the CIRC may adjust the corporate governance evaluation results or classified regulatory evaluation types of the insurance company.　
Article 80 The CIRC shall keep adverse records of equity management of insurance companies, integrate them into the corporate credit information system of the insurance industry, and share the information with government organs through the national credit information sharing platform.
Article 81 Where an insurance company or its director or senior executive practices fraud or neglects duties in equity management, and seriously damages the interests of the insurance company, the CIRC shall impose administrative penalties thereupon according to the law or request the insurance company to replace the relevant party.
Article 82 Where a shareholder of an insurance company or a relevant party violate the provisions of these Measures, the CIRC may take the following regulatory measures:
(1) Circulating a notice of criticism and ordering it to take corrective action.
(2) Publicly condemning it and disclosing it to the public.
(3) Restricting its relevant rights in the insurance company.
(4) Ordering it to transfer or auction the equity held thereby according to the law. Before the equity is transferred, its shareholders' rights shall be restricted. Where the equity is not transferred within a prescribed time limit, an investor satisfying the relevant requirements of the CIRC shall accept the equity at the assessment price.
(5) Restricting its investment activities in the insurance industry, and notifying other financial regulatory authorities.
(6) Restricting the allocation of dividends, offering of bonds, listing and other acts of the insurance company.
(7) Other measures that may be taken by the CIRC according to the law.
Article 83 The CIRC shall develop a negative list for market access of investors of insurance companies, record investors' violations of laws and regulations, and formally notify the insurance companies and investors in writing. The CIRC may, according to investors' violations of laws and regulations, restrict them from investing in the insurance industry again for more than five years or for a life time. A violator that is suspected of any crime shall be transferred to the judicial organ according to the law.
Article 84 The CIRC shall create credit archivals of accounting firms and other third-party intermediary institutions, to record the practicing quality of accounting firms, law firms and their practitioners. Where a third-party intermediary institution issues an assessment report without any creditability or commits other dishonest acts, the CIRC shall not recognize any report issued by it within five years of the date of the occurrence of the misconduct, and conduct disclosure to the public.
Chapter IX Supplemental Provisions
Article 85 These Measures shall apply to the Chinese-funded insurance companies registered within the territory of the People's Republic of China in accordance with the law.
Insurance companies whose foreign-funded shareholders hold shares accounting for not less than 25% of their registered capital shall be governed, mutatis mutandis to, the relevant provisions of these Measures.
Article 86 The administration of the equities of insurance group (holding) companies and insurance asset management companies shall be governed, mutatis mutandis to, these Measures, except as otherwise prescribed in laws and administrative regulations or by the CIRC.
Article 87 Where the financial regulatory authority has developed separate rules on the investment of non-financial enterprises in financial institutions, such provisions shall apply.
Article 88 A shareholder that is approved by the CIRC to participate in the risk handling of an insurance company or has its equities taken over by a designated institution shall not be subject to the restrictions of these Measures on qualifications of shareholders, shareholding ratio or funds for making contributions.
Article 89 An investor that becomes a shareholder of Class I finance of an insurance company through purchasing stocks of a listed insurance company shall not be subject to the restrictions of Articles 8, 12, 13, 15, 50, 62, 67 and 69 and paragraph 3 of Article 53.
Article 90 Insurance companies listed on the National Equities Exchange and Quotations shall be governed, mutatis mutandis to, the provisions of these Measures on listed insurance companies.
Article 91 For the purposes of these Measures, “more than” and “not less than” shall include the figure itself, and “less than” and “exceed” shall exclude the figure itself.
Article 92 For the purpose of these Measures, “acting in concert” means the act or fact that an investor works together with other investors through an agreement or any other arrangement to jointly increase the quantity of voting shares under control thereof in a company.
Investors acting in concert in relevant equity change activities of an insurance company shall be considered as persons acting in concert with each other. If there is no contrary evidence, an investor falling under any of the following circumstances shall be a person acting in concert:
(1) A director or supervisor of an investor, or a major member of its senior executives serves as director, supervisor or senior executive of another investor concurrently.
(2) An investor acquires relevant equities through the financing arrangements provided by other investors other than banks.
(3) There is partnership, cooperation, joint operation and other economic benefit relationships between investors.
(4) Other circumstances as set out by the CIRC.
An investor believing that it and others shall not be regarded as persons acting in concert may submit the contrary evidence to the CIRC.
Article 93 These Measures shall be subject to interpretation by the CIRC.
Article 94 These Measures shall come into force on April 10, 2018. The Measures for the Administration of the Equities of Insurance Companies (Order No. 6 [2010], CIRC) issued by the CIRC on May 4, 2010, the Decision of the China Insurance Regulatory Commission on Amending the Measures for the Administration of the Equities of Insurance Companies (Order 4 [2014], CIRC) issued on April 15, 2014, the Notice of the China Insurance Regulatory Commission on Issues concerning Article 4 of the Measures for the Administration of the Equities of Insurance Companies (No. 29 [2013], CIRC) issued on April 9, 2013, the Notice of the China Insurance Regulatory Commission on Regulating the Issues concerning the Investment in Insurance Companies by Limited Partnership Equity Investment Enterprises (No. 36 [2013], CIRC) issued on April 17, 2013 and the Notice of the China Insurance Regulatory Commission on Issuing the Measures for the Administration of the Acquisition and Merger of Insurance Companies (No. 26 [2014], CIRC) issued on March 21, 2014 shall be concurrently repealed.