Measures for the Supervision and Administration of Insurance Group Companies
Measures for the Supervision and Administration of Insurance Group Companies
Measures for the Supervision and Administration of Insurance Group Companies
Order of the China Banking and Insurance Regulatory Commission [2021] No.13
November 24, 2021
The Measures for the Supervision and Administration of Insurance Group Companies, which were adopted at the tenth executive meeting of the China Banking and Insurance Regulatory Commission in 2021 on August 19, 2021, are hereby promulgated for implementation as of the date of promulgation.
Guo Shuqing, Chairman
Measures for the Supervision and Administration of Insurance Group Companies
Chapter I General Provisions
Article 1 The Measures for the Supervision and Administration of Insurance Group Companies (hereinafter referred to as the "Measures") are formulated in accordance with the Insurance Law of the People's Republic of China (hereinafter referred to as the "Insurance Law"), the Company Law of the People's Republic of China, and other laws, administrative regulations, and the Decision of the State Council on Establishing an Administrative License for Administrative Examination and Approval Items that Must Be Retained (Order of the State Council of the People's Republic of China No.412) to strengthen the supervision and administration of insurance group companies, to effectively prevent the operating risks of insurance groups, and to facilitate the healthy development of the financial and insurance sectors.
Article 2 The China Banking and Insurance Regulatory Commission (hereinafter referred to as the "CBIRC") conducts comprehensive, continuous, and penetrating supervision and administration of insurance group companies in accordance with the laws and administrative regulations, with authorization of the State Council, and based on the principle of substance over form.
Article 3 For the purpose of the Measures, insurance group companies refer to those companies that are registered in accordance with the law and established upon approval by the CBIRC, and that exert control or common control, or significant influence, over member companies of insurance groups, with words such as "insurance group" or "insurance holding" in their names.
An insurance group refers to the enterprise collective of an insurance group company and those companies under its control, common control and significant influence, which has two or more insurance subsidiaries whose business is the primary business of the enterprise collective.
The member companies of an insurance group refer to an insurance group company and the companies under its control, common control, or significant influence, including the insurance group company, subsidiaries directly or indirectly controlled by the insurance group company, and other member companies.
Chapter II Establishment and Licensing
Article 4 The establishment of an insurance group company shall be subject to approval by the CBIRC and shall conform to the following conditions:
1. an investor shall meet the qualifications for an insurance company shareholder as prescribed by the CBIRC, have a reasonable equity structure, and control at least 50% of the equities of two domestic insurance companies;
2. it has member companies meeting the provisions of Article 6 of the Measures;
3. the minimum registered capital is CNY2 billion;
4. it has directors, supervisors, and senior executives who meet the conditions for employment as set forth by the CBIRC;
5. it has a well-established corporate governance structure, a complete organizational structure, and effective risk management and internal control management systems;
6. it has business premises, office equipment, and information systems appropriate for its operation and management; and
7. other conditions prescribed by laws, administrative regulations, and CBIRC regulations.
The aforementioned conditions may be loosened to a certain extent subject to CBIRC approval in the case of the disposal of risks.
Article 5 The regulatory provisions of the CBIRC on the equity management of insurance companies shall apply mutatis mutandis to the supervision of the equity and shareholder behaviors of insurance group companies.
Article 6 At least one of the insurance companies controlled by the investor of an insurance group company to be established shall meet the following conditions:
1. it has been operating in China for six or more years;
2. it has been profitable consecutively for the last three years;
3. its net assets and total assets at the end of the previous year are not less than CNY1 billion and not less than CNY10 billion, respectively;
4. it has a well-established corporate governance structure, a complete organizational structure, and effective risk management and internal control management systems;
5. its core solvency adequacy ratio and comprehensive solvency adequacy ratio in the recent four quarters are not lower than 75% and not lower than 150%, respectively;
6. its comprehensive risk rating in the recent four quarters is not lower than Category B; and
7. it has committed no major violations of laws and regulations or major dishonesty in the recent three years.
Article 7 An insurance group company may be established in the following two ways:
1. establishment by way of promotion. The shareholders of an insurance company, as the promoters, establish an insurance group company by investing with their stakes in the insurance company and cash. The total cash investment shall not fall below 50% of the insurance group company's registered capital.
2. establishment by way of name change. An insurance company is renamed as an insurance group company, which establishes insurance subsidiaries through cash investment, with the insurance business of the original insurance company transferred to the insurance subsidiaries in accordance with the law.
The establishment of an insurance group company includes two stages, namely preparation and business commencement.
Article 8 In order to establish an insurance group company by way of promotion, the promoters shall submit the following materials to the CBIRC at the preparatory stage:
1. an establishment application, including the name, organizational form, registered capital, domicile (business premises), investors, investment amount, investment proportion, business scope, preparation organization, and contact and contact information of the company to be established;
2. a feasibility study report, including feasibility analysis, way of establishment, development strategy, corporate governance and organizational structures, risk management and internal control systems, and evaluation of the solvency of the insurance subsidiaries before and after the integration;
3. a preparation plan, including the setup of a preparation team, its responsibilities and work plan, equity structures of the insurance group company to be established and its subsidiaries, the overall plan and operational procedures for equity relationship alignment, and names and business types of the subsidiaries;
4. materials of the person in charge of the preparation, including the confirmation letter of the investors on the recognition of the person in charge of the preparation team and the proposed chairman of the board of directors and general manager, basic information and the certificate of personal recognition of the person in charge of the preparation team, application forms for the qualification of the proposed chairman of the board of directors and general manager, and photocopies of identity certificates and educational attainment and degree certificates;
5. draft articles of association of the insurance group company;
6. audited financial reports and solvency reports of the insurance companies controlled by the promoters for the recent three years;
7. business license;
8. materials relating to the investors, including basic information materials, financial information materials, corporate governance materials, auxiliary information materials, and special materials of limited partnership investors;
9. proof of the ownership of, or right to use, the domicile (business premises);
10. medium- and long-term development strategy and planning, business operation plans, outward investment plan, capital and financial management, risk management and internal control, and other key systems;
11. a report on informationization;
12. legal opinions;
13. anti-money laundering materials;
14. statement of the authenticity of the materials; and
15. other materials required by the CBIRC.
Article 9 In order to establish an insurance group company by way of name change, the insurance company to be renamed shall submit the following materials to the CBIRC at the preparation stage:
1. a name change application, including the name, organizational form, registered capital, domicile (business premises), business scope, preparation organization, and contact and contact information of the company to be renamed;
2. a feasibility study report, including feasibility analysis, way of name change, corporate governance and organizational structures, development strategy, risk management and internal control systems, and evaluation of the solvency of the insurance company before and after the name change;
3. a name change plan, including the equity structures of the insurance group company to be established and its subsidiaries, the overall plan and operational procedures for equity relationship alignment, and names and business types of the subsidiaries;
4. materials of the person in charge of the preparation, including the confirmation letter of the investors on the recognition of the person in charge of the preparation team and the proposed chairman of the board of directors and general manager, basic information and the certificate of personal recognition of the person in charge of the preparation team, application forms for the qualification of the proposed chairman of the board of directors and general manager, and photocopies of identity certificates and educational attainment and degree certificates;
5. draft articles of association of the insurance group company;
6. resolution of shareholders' meeting (general meeting) of the insurance company approving the establishment of an insurance group company by way of name change;
7. audited financial reports and solvency reports of the insurance company for the recent three years;
8. business license after name change;
9. proof of the ownership of, or right to use, the domicile (business premises);
10. medium- and long-term development strategy and planning, business operation plans, outward investment plan, capital and financial management, risk management and internal control, and other key systems;
11. a report on informationization;
12. legal opinions;
13. anti-money laundering materials;
14. statement of the authenticity of the materials; and
15. other materials required by the CBIRC.
Article 10 In order to establish an insurance group company, the promoters or the insurance company to be renamed shall submit the following materials to the CBIRC at the business commencement stage:
1. an application for business commencement, including the name, domicile (business premises), legal representative, registered capital, equity structure, operating areas, business scope, and the list of proposed directors, supervisors, senior executives, and officers in key positions.
2. in the case of establishment by way of promotion, a resolution of the founding meeting shall be provided; a document or resolution on the unanimous approval by all investors for the application for business commencement shall be provided in the absence of the resolution of the founding meeting; in the case of establishment by way of name change, a resolution of the shareholders' meeting (general meeting) shall be provided.
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Order of the China Banking and Insurance Regulatory Commission [2021] No.13
November 24, 2021
The Measures for the Supervision and Administration of Insurance Group Companies, which were adopted at the tenth executive meeting of the China Banking and Insurance Regulatory Commission in 2021 on August 19, 2021, are hereby promulgated for implementation as of the date of promulgation.
Guo Shuqing, Chairman
Measures for the Supervision and Administration of Insurance Group Companies
Chapter I General Provisions
Article 1 The Measures for the Supervision and Administration of Insurance Group Companies (hereinafter referred to as the "Measures") are formulated in accordance with the Insurance Law of the People's Republic of China (hereinafter referred to as the "Insurance Law"), the Company Law of the People's Republic of China, and other laws, administrative regulations, and the Decision of the State Council on Establishing an Administrative License for Administrative Examination and Approval Items that Must Be Retained (Order of the State Council of the People's Republic of China No.412) to strengthen the supervision and administration of insurance group companies, to effectively prevent the operating risks of insurance groups, and to facilitate the healthy development of the financial and insurance sectors.
Article 2 The China Banking and Insurance Regulatory Commission (hereinafter referred to as the "CBIRC") conducts comprehensive, continuous, and penetrating supervision and administration of insurance group companies in accordance with the laws and administrative regulations, with authorization of the State Council, and based on the principle of substance over form.
Article 3 For the purpose of the Measures, insurance group companies refer to those companies that are registered in accordance with the law and established upon approval by the CBIRC, and that exert control or common control, or significant influence, over member companies of insurance groups, with words such as "insurance group" or "insurance holding" in their names.
An insurance group refers to the enterprise collective of an insurance group company and those companies under its control, common control and significant influence, which has two or more insurance subsidiaries whose business is the primary business of the enterprise collective.
The member companies of an insurance group refer to an insurance group company and the companies under its control, common control, or significant influence, including the insurance group company, subsidiaries directly or indirectly controlled by the insurance group company, and other member companies.
Chapter II Establishment and Licensing
Article 4 The establishment of an insurance group company shall be subject to approval by the CBIRC and shall conform to the following conditions:
1. an investor shall meet the qualifications for an insurance company shareholder as prescribed by the CBIRC, have a reasonable equity structure, and control at least 50% of the equities of two domestic insurance companies;
2. it has member companies meeting the provisions of Article 6 of the Measures;
3. the minimum registered capital is CNY2 billion;
4. it has directors, supervisors, and senior executives who meet the conditions for employment as set forth by the CBIRC;
5. it has a well-established corporate governance structure, a complete organizational structure, and effective risk management and internal control management systems;
6. it has business premises, office equipment, and information systems appropriate for its operation and management; and
7. other conditions prescribed by laws, administrative regulations, and CBIRC regulations.
The aforementioned conditions may be loosened to a certain extent subject to CBIRC approval in the case of the disposal of risks.
Article 5 The regulatory provisions of the CBIRC on the equity management of insurance companies shall apply mutatis mutandis to the supervision of the equity and shareholder behaviors of insurance group companies.
Article 6 At least one of the insurance companies controlled by the investor of an insurance group company to be established shall meet the following conditions:
1. it has been operating in China for six or more years;
2. it has been profitable consecutively for the last three years;
3. its net assets and total assets at the end of the previous year are not less than CNY1 billion and not less than CNY10 billion, respectively;
4. it has a well-established corporate governance structure, a complete organizational structure, and effective risk management and internal control management systems;
5. its core solvency adequacy ratio and comprehensive solvency adequacy ratio in the recent four quarters are not lower than 75% and not lower than 150%, respectively;
6. its comprehensive risk rating in the recent four quarters is not lower than Category B; and
7. it has committed no major violations of laws and regulations or major dishonesty in the recent three years.
Article 7 An insurance group company may be established in the following two ways:
1. establishment by way of promotion. The shareholders of an insurance company, as the promoters, establish an insurance group company by investing with their stakes in the insurance company and cash. The total cash investment shall not fall below 50% of the insurance group company's registered capital.
2. establishment by way of name change. An insurance company is renamed as an insurance group company, which establishes insurance subsidiaries through cash investment, with the insurance business of the original insurance company transferred to the insurance subsidiaries in accordance with the law.
The establishment of an insurance group company includes two stages, namely preparation and business commencement.
Article 8 In order to establish an insurance group company by way of promotion, the promoters shall submit the following materials to the CBIRC at the preparatory stage:
1. an establishment application, including the name, organizational form, registered capital, domicile (business premises), investors, investment amount, investment proportion, business scope, preparation organization, and contact and contact information of the company to be established;
2. a feasibility study report, including feasibility analysis, way of establishment, development strategy, corporate governance and organizational structures, risk management and internal control systems, and evaluation of the solvency of the insurance subsidiaries before and after the integration;
3. a preparation plan, including the setup of a preparation team, its responsibilities and work plan, equity structures of the insurance group company to be established and its subsidiaries, the overall plan and operational procedures for equity relationship alignment, and names and business types of the subsidiaries;
4. materials of the person in charge of the preparation, including the confirmation letter of the investors on the recognition of the person in charge of the preparation team and the proposed chairman of the board of directors and general manager, basic information and the certificate of personal recognition of the person in charge of the preparation team, application forms for the qualification of the proposed chairman of the board of directors and general manager, and photocopies of identity certificates and educational attainment and degree certificates;
5. draft articles of association of the insurance group company;
6. audited financial reports and solvency reports of the insurance companies controlled by the promoters for the recent three years;
7. business license;
8. materials relating to the investors, including basic information materials, financial information materials, corporate governance materials, auxiliary information materials, and special materials of limited partnership investors;
9. proof of the ownership of, or right to use, the domicile (business premises);
10. medium- and long-term development strategy and planning, business operation plans, outward investment plan, capital and financial management, risk management and internal control, and other key systems;
11. a report on informationization;
12. legal opinions;
13. anti-money laundering materials;
14. statement of the authenticity of the materials; and
15. other materials required by the CBIRC.
Article 9 In order to establish an insurance group company by way of name change, the insurance company to be renamed shall submit the following materials to the CBIRC at the preparation stage:
1. a name change application, including the name, organizational form, registered capital, domicile (business premises), business scope, preparation organization, and contact and contact information of the company to be renamed;
2. a feasibility study report, including feasibility analysis, way of name change, corporate governance and organizational structures, development strategy, risk management and internal control systems, and evaluation of the solvency of the insurance company before and after the name change;
3. a name change plan, including the equity structures of the insurance group company to be established and its subsidiaries, the overall plan and operational procedures for equity relationship alignment, and names and business types of the subsidiaries;
4. materials of the person in charge of the preparation, including the confirmation letter of the investors on the recognition of the person in charge of the preparation team and the proposed chairman of the board of directors and general manager, basic information and the certificate of personal recognition of the person in charge of the preparation team, application forms for the qualification of the proposed chairman of the board of directors and general manager, and photocopies of identity certificates and educational attainment and degree certificates;
5. draft articles of association of the insurance group company;
6. resolution of shareholders' meeting (general meeting) of the insurance company approving the establishment of an insurance group company by way of name change;
7. audited financial reports and solvency reports of the insurance company for the recent three years;
8. business license after name change;
9. proof of the ownership of, or right to use, the domicile (business premises);
10. medium- and long-term development strategy and planning, business operation plans, outward investment plan, capital and financial management, risk management and internal control, and other key systems;
11. a report on informationization;
12. legal opinions;
13. anti-money laundering materials;
14. statement of the authenticity of the materials; and
15. other materials required by the CBIRC.
Article 10 In order to establish an insurance group company, the promoters or the insurance company to be renamed shall submit the following materials to the CBIRC at the business commencement stage:
1. an application for business commencement, including the name, domicile (business premises), legal representative, registered capital, equity structure, operating areas, business scope, and the list of proposed directors, supervisors, senior executives, and officers in key positions.
2. in the case of establishment by way of promotion, a resolution of the founding meeting shall be provided; a document or resolution on the unanimous approval by all investors for the application for business commencement shall be provided in the absence of the resolution of the founding meeting; in the case of establishment by way of name change, a resolution of the shareholders' meeting (general meeting) shall be provided.
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