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Measures for the Administration of the Controlling Shareholders of Insurance Companies
发布时间:2015-11-25      分享到:
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Chapter I General Provisions

Article 1 For the purposes of strengthening the supervision and administration of the governance of insurance companies, regulate the conduct of the controlling shareholders of insurance companies, and protect the lawful rights and interests of insurance companies, insurance applicants, the insured, and beneficiaries, these Measures are developed in accordance with the Insurance Law of the People's Republic of China, the Company Law of the People's Republic of China, and other laws and administrative regulations.

Article 2 For the purposes of these Measures, “insurance companies” means commercial insurance companies formed with the approval of the China Insurance Regulatory Commission (hereinafter referred to as the “CIRC”) and registered according to the law.

Article 3 For the purposes of these Measures, “controlling shareholder of an insurance company” means a shareholder whose capital contribution accounts for 50% or more of the total capital of an insurance company or which holds 50% or more of the total shares of an insurance company or a shareholder whose capital contribution or shareholding accounts for less than 50% but whose voting rights based on its capital contribution or shareholding are sufficient to have a significant impact on the resolutions of the shareholder's meeting.

Article 4 The CIRC shall, in accordance with the provisions of laws, administrative regulations, and these Measures, supervise and administer the controlling shareholders of insurance companies.

Chapter II Conduct and Obligations

Section 1 Conduct of Control

Article 5 The controlling shareholder of an insurance company shall exercise control over the insurance company in good faith, effectively supervise the insurance company according to the law, and prevent operational risks of the insurance company; and shall not take advantage of its control over the insurance company to damage the lawful rights and interests of the insurance company, the insurance applicants, the insured, and the beneficiaries.

Article 6 The controlling shareholder of an insurance company shall prudently exercise its right to nominate the directors and supervisors of the insurance company, and the nominees shall meet the conditions prescribed by the CIRC.
The controlling shareholder of an insurance company shall, according to the law, strengthen the oversight of the performance of duties by the directors and supervisors of the insurance company nominated by it, and in a timely manner, replace those that fail to effectively perform their duties in accordance with the provisions of laws and the bylaws of the insurance company.

Article 7 The controlling shareholder of an insurance company shall effectively manage persons who concurrently serve in the controlling shareholder and the insurance company to prevent conflicts of interest.
No person of the controlling shareholder of an insurance company may concurrently serve as the managing director or a senior executive of the insurance company.
The limitation in paragraph 2 of this article shall not apply to the chairman of the board of directors of the controlling shareholder of an insurance company.

Article 8 The controlling shareholder of an insurance company shall support the establishment of an independent, complete, and efficient corporate governance structure of the insurance company, and maintain the independent operation of the insurance company; and shall not improperly restrict or otherwise improperly affect the performance of duties by the board of directors, the board of supervisors, and the management of the insurance company.

Article 9 The controlling shareholder of an insurance company shall not instigate any director, supervisor, or senior executive of the insurance company or any other person who serves in the insurance company to make any decision or commit any conduct that damages the lawful rights and interests of the insurance company, the other shareholders of the insurance company, the insurance applicants, the insured, and the beneficiaries.

Article 10 The directors of an insurance company nominated by the controlling shareholder of the insurance company shall prudently nominate the senior executives of the insurance company, and the nominees shall meet the conditions prescribed by the CIRC.
The directors of an insurance company nominated by the controlling shareholder of the insurance company shall, under the principle of maintaining the maximum overall interest of the insurance company, make independent and impartial decisions, and assume responsibility for the decisions; and shall not damage the lawful rights and interests of the insurance company, insurance applicants, the insured, and beneficiaries in directly or indirectly seeking any benefits for the controlling shareholder.
Where a decision of the board of directors of an insurance company violates any law, administrative regulation, or provisions of the CIRC, the CIRC shall hold the directors liable according to the law, except directors who, as evidenced, have expressed their dissenting opinions at the time of voting and whose dissenting opinions have been recorded in the minutes of meeting.

Article 11 The controlling shareholder of an insurance company shall maintain the independence of the finance and assets of the insurance company, shall not illegally intervene in the financial accounting, movement of funds, asset management, and expenses management of the insurance company, and shall not take possession of the funds of the insurance company by borrowing, provision of security, and other means.

Section 2 Conduct of Transactions

Article 12 The controlling shareholder of an insurance company shall ensure the transparency and fairness of transactions conducted with the insurance company, and shall not require the insurance company to provide funds or any other vital interest to the controlling shareholder free of charge or under clearly unfair terms and conditions.

Article 13 The affiliated transactions conducted between the controlling shareholder of an insurance company and the insurance company shall strictly comply with the Interim Measures for the Administration of the Affiliated Transactions of Insurance Companies and other provisions of the CIRC.
The controlling shareholder of an insurance company shall not damage the lawful rights and interests of the insurance company in any way such as affiliated transactions, profit distribution, asset restructuring, and overseas investment.

Article 14 The controlling shareholder of an insurance company shall not take advantage of its control over the insurance company to seek any business opportunity which belongs to the insurance company.

Article 15 The controlling shareholder of an insurance company shall not sell any non-publicly offered bonds of it to the insurance company. Where the controlling shareholder of an insurance company offers any bonds to the public, the controlling shareholder shall take necessary measures to ensure that the bonds purchased by the insurance company do not exceed 10% of the total amount of the bond offering.

Article 16 The controlling shareholder of an insurance company shall not require the insurance company to repay debts on the controlling shareholder's behalf, nor require the insurance company to pay or advance any wages and benefits, insurance premiums, advertising fees, or other expense for the controlling shareholder.

Section 3 Capital Assistance

Article 17 The controlling shareholder of an insurance company shall strictly fulfill its capital assistance commitments to the insurance company, and shall not unilaterally modify or rescind such commitments.

Article 18 The controlling shareholder of an insurance company shall maintain a good and stable financial condition, is relatively strong in finances, and has a sustained capital contribution capacity.
Where the CIRC orders according to the law an insurance company with inadequate solvency to increase its capital, the controlling shareholder of the insurance company shall actively coordinate with other shareholders of the insurance company or take other effective measures to cause the insurance company's capital to reach the insurance regulatory requirements.

Article 19 The controlling shareholder of an insurance company shall, based on the development strategy, business development plans, and risk status of the insurance company, guide the insurance company in preparing mid-term and long-term capital plans, and promote the matching between the insurance company's capital demand and capital replenishment capacity.

Article 20 Any material adverse change of the financial condition, capital replenishment capacity, or credit standing of the controlling shareholder of an insurance company shall be reported to the CIRC in a timely manner according to the law.

Article 21 The controlling shareholder of an insurance company shall not accept any equity investment in the controlling shareholder made by the insurance company controlled or any subsidiary company controlled by the insurance company.

Section 4 Information Disclosure and Confidentiality

Article 22 The controlling shareholder of an insurance company shall fulfill its information disclosure obligations in strict accordance with the relevant provisions of the state, and ensure that the information is disclosed in a timely, truthful, accurate, and complete manner and that there is no false record, misleading statement, or major omission in the information disclosed.

Article 23 The controlling shareholder of an insurance company shall establish information disclosure management rules to specify the scope of material information on the insurance company, confidentiality measures, reporting, disclosure, and other matters.

Article 24 For the major affiliated transactions conducted between the controlling shareholder of an insurance company and the insurance company, the insurance company shall, according to the requirements of the Measures for the Administration of the Information Disclosure by Insurance Companies, disclose the written opinions produced by all independent directors of the insurance company regarding the fairness of the transactions and other relevant information, and the controlling shareholder of the insurance company shall actively cooperate.

Article 25 The controlling shareholder of an insurance company shall strictly fulfill its confidentiality obligations to the insurance company, and shall not illegally use the client information and other information of the insurance company.

Article 26 Where there is any news report or rumor in public media involving the controlling shareholder of the insurance company, which may have a significant impact on the insurance company, the controlling shareholder of the insurance company shall, in a timely manner, notify the insurance company of the matters involved in the news report or rumor.

Section 5 Cooperation in Supervision and Administration

Article 27 The controlling shareholder of an insurance company shall, in a timely manner, learn the relevant provisions and policies issued by the CIRC, and based on the CIRC's regulatory opinions regarding the insurance company, supervise the insurance company in conducting business in compliance with laws and regulations.
The controlling shareholder of an insurance company may, as it deems necessary, report the operations and risk management, among others, of the insurance company to the CIRC.

Article 28 The controlling shareholder of an insurance company shall, in a timely manner, report to the CIRC any material adjustment to its equity investment strategy and development strategy for the insurance company.

Article 29 The controlling shareholder of an insurance company shall actively cooperate with the CIRC in handling the risks associated with the insurance company, and according to the requirements of the CIRC, provide the relevant information and materials or take other measures.

Article 30 Where the controlling shareholder of an insurance company transfers its equity in the insurance company, which causes or may cause the change of control over the insurance company, the controlling shareholder shall, jointly with the transferee and the insurance company, develop a control turnover plan during the transfer period to ensure the stable operations and management of the insurance company and protect the lawful rights and interests of insurance applicants, the insured, and beneficiaries.
The control turnover plan shall provide for the measures for dealing with any violations of laws and regulations or commitments that may arise during the transfer process.

Chapter III Supervision and Administration

Article 31 The CIRC shall maintain archives on the controlling shareholders of insurance companies to record and manage relevant information on the controlling shareholders of insurance companies.

Article 32 Where the control over an insurance company changes for any equity transfer, the insurance company shall, when filing an application for approval of the equity change with the CIRC, submit the control turnover plan as mentioned in Article 30 of these Measures and a relevant explanation.

Article 33 The CIRC shall have the authority to require the controlling shareholder of an insurance company to provide the following information and materials within a specified period:

(1) Information on its legal representative or primary person in charge.

(2) A chart of its structure of equity control relationships.

(3) Its audited financial reports.

(4) Other relevant information and materials.
The chart of the structure of equity control relationships of the controlling shareholder of an insurance company shall include the basic information on its shareholders who each hold 5% or more of its shares, the purpose of shareholding, and the shares held, as well as shareholders at all other levels, until the natural person, legal person, or institution that has the ultimate control over it.

Article 34 Where an insurance company suffers heavy losses, has inadequate solvency, has committed multiple major regulatory violations, or has any other major risk, the CIRC may hold regulatory interviews with the directors, supervisors, and senior executives of the controlling shareholder of the insurance company.

Article 35 Where the controlling shareholder of an insurance company takes advantage of affiliated transactions to seriously damage the interests of the insurance company and endanger the company's solvency, the CIRC shall order it to take corrective action. The CIRC may, before the controlling shareholder takes corrective action as required, restrict the controlling shareholder's rights to return on assets, participation in major decision-making, and selection of managers and other rights as a shareholder; and if the controlling shareholder refuses to take corrective action, the CIRC may order it to transfer part or all of the shares held by it in the insurance company during a specified period.

Article 36 Where the controlling shareholder of an insurance company commits any other violation of these Measures, the CIRC shall order it to take corrective action, and may take corresponding regulatory measures according to the law.

Chapter IV Supplemental Provisions

Article 37 These Measures shall apply, mutatis mutandis, to the controlling shareholders of insurance group companies.

Article 38 Where the financial department of the State Council, an institutional investor authorized by the State Council, or an insurance group company as defined in the Measures for the Administration of Insurance Group Companies (for Trial Implementation) is the controlling shareholder of an insurance company, these Measures shall not apply.

Article 39 The provision of paragraph 2, Article 7 of these Measures shall not apply to the controlling shareholder of a foreign-funded insurance company, except as otherwise specified by the CIRC.

Article 40 These Measures shall be subject to interpretation by the CIRC.

Article 41 These Measures shall come into force on October 1, 2012.

 

Statement

The English translation is provided by the China Insurance Regulatory Commission and may only be used as a reference. In case a different interpretation arises, the original Chinese shall prevail.

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