China Banking and Insurance Regulatory Commission publicly solicited opinions on the Regulations on the Administration of Insurance Asset Management Companies (Draft for Comment).
On December 10th, official website, China Banking and Insurance Regulatory Commission, China issued a public consultation notice on the Regulations on the Management of Insurance Asset Management Companies (Draft for Comment), saying that in order to strengthen the supervision of insurance asset management companies, better guard against financial risks, and further meet the needs of high-quality development of the real economy and medium-and long-term fund management, China Banking and Insurance Regulatory Commission, China drafted the Regulations on the Management of Insurance Asset Management Companies (Draft for Comment), which is now open to the public for comments.
Provisions on the Administration of Insurance Asset Management Companies (Draft for Comment)
Chapter I General Provisions
Article 1 (Purpose and Basis) These Provisions are formulated in accordance with the Insurance Law of People’s Republic of China (PRC) (hereinafter referred to as the Insurance Law), the Company Law of People’s Republic of China (PRC) (hereinafter referred to as the Company Law) and the Guiding Opinions on Regulating the Asset Management Business of Financial Institutions in order to strengthen the supervision and management of insurance asset management companies, standardize the behaviors of insurance asset management companies, protect the legitimate rights and interests of investors and prevent business risks.
Article 2 (Definition of Institution) An insurance asset management company refers to a financial institution established in People’s Republic of China (PRC) with the approval of the Insurance Regulatory Commission of the Bank of China (hereinafter referred to as "China Banking and Insurance Regulatory Commission"), which conducts asset management business and other businesses permitted by the regulatory authorities by accepting the entrustment of qualified investors such as insurance group (holding) companies and insurance companies and issuing insurance asset management products for the purpose of maintaining and increasing the value of assets for a long time.
Article 3 (Operating Principles) An insurance asset management company shall be honest, trustworthy, diligent and conscientious, strictly abide by the requirements of investors’ suitability management, conduct business prudently and prudently, safeguard the legitimate rights and interests of investors, and shall not harm the national interests and social public interests.
Article 4 (Supervisory Authority) China Banking and Insurance Regulatory Commission, China shall supervise and administer insurance asset management companies and their business activities according to law.
Chapter II Establishment, Alteration and Termination
Article 5 (Organizational Form) An insurance asset management company shall adopt the following organizational forms:
(1) A limited liability company;
(2) A company limited by shares.
Article 6 (Standardized Name) The name of an insurance asset management company is generally "name+insurance asset management+organizational form". Without the approval of China Banking and Insurance Regulatory Commission, China, no unit may use the words "insurance asset management" in its name.
Article 7 (Conditions for Establishment) An insurance asset management company shall meet the following conditions:
(1) Having the articles of association that conform to the Company Law and the provisions of China Banking and Insurance Regulatory Commission, China;
(2) Having shareholders who meet the prescribed conditions;
(3) The total shareholding ratio of domestic and overseas insurance group (holding) companies and insurance companies exceeds 50%;
(4) Having the minimum registered capital meeting the requirements of these Provisions;
(5) Having directors, supervisors and senior managers who meet the prescribed conditions, and having professionals engaged in asset management business such as research, investment, operation and risk management;
(6) Establishing an effective corporate governance, internal control and risk management system, having an information management system required for asset management business, and having technologies and measures to ensure the effective and safe operation of the information system;
(7) Having business premises, safety precautions and other facilities suitable for business operation;
(8) Other prudential conditions stipulated by China Banking and Insurance Regulatory Commission, China.
Article 8 Shareholders of an insurance asset management company shall be domestic insurance group (holding company), insurance companies, other financial institutions, non-financial enterprises, overseas insurance group (holding company), insurance companies and asset management institutions.
Where an insurance asset management company carries out an equity incentive or employee stock ownership plan, it shall be subject to other provisions of the relevant shareholders.
Article 9 (Basic Requirements for Shareholders) A shareholder of an insurance asset management company shall meet the following requirements:
(1) Having a good corporate governance structure and internal control mechanism;
(2) Having a good social reputation, good credit record and tax payment record;
(3) Good business management, and no record of major violations of laws and regulations or serious acts of dishonesty in the last 2 years;
(4) The capital invested in shares is self-owned, and it is not allowed to invest in shares with non-self-owned funds such as debt funds and entrusted funds;
(5) If a non-financial enterprise is a shareholder, it shall meet the relevant requirements of the relevant state departments on non-financial enterprises investing in financial institutions;
(6) If an overseas institution is a shareholder, it shall comply with the relevant laws, regulations and regulatory provisions of the country or region where it is located, and the financial regulatory authorities of the country or region where it is located have established a good supervision and management cooperation mechanism with the financial regulatory authorities of the State Council;
(7) Other prudential conditions stipulated by China Banking and Insurance Regulatory Commission, China.
Article 10 (Qualification of Main Sponsor) The main sponsor of an insurance asset management company shall be an insurance group (holding company) or an insurance company. In addition to meeting the conditions stipulated in Article 9 of these Provisions, the main sponsors shall also meet the following conditions:
(a) continuous operation for more than 5 years;
(two) good management, no record of major violations of laws and regulations and serious dishonesty in the last three years;
(3) It is in good financial condition and has been making profits continuously in the last three fiscal years;
(4) The total assets of the main sponsors and shareholders of other insurance companies at the end of the latest year shall not be less than 50 billion yuan or equivalent in a freely convertible currency;
(5) Its comprehensive solvency adequacy ratio in the last four quarters is not less than 150%;
(6) Other prudential conditions stipulated by China Banking and Insurance Regulatory Commission, China.
Article 11 (Prohibition of Holding on behalf of others) No unit or individual may entrust others or accept others’ entrustment to hold the equity of an insurance asset management company, except as otherwise provided by China Banking and Insurance Regulatory Commission, China.
Article 12 (Restrictions on Equity Transfer) The main sponsors, controlling shareholders and actual controllers of an insurance asset management company shall adhere to the concept of long-term investment and promise in writing to hold the equity of the insurance asset management company for not less than five years, and shall not pledge or establish a trust during the shareholding period, unless otherwise stipulated by China Banking and Insurance Regulatory Commission, China.
Article 13 (Prohibition Conditions) An enterprise under any of the following circumstances may not be a shareholder of an insurance asset management company:
(a) the ownership structure is not clear, and it can not penetrate to the ultimate rights and interests holders layer by layer;
(2) There are obvious defects in corporate governance;
(3) There are many affiliated enterprises, and the affiliated transactions are frequent and abnormal;
(four) the core business is not prominent or the business scope involves too many industries;
(5) The fluctuation of cash flow is greatly affected by the economic boom;
(6) The asset-liability ratio and financial leverage ratio are significantly higher than the industry average;
(seven) other circumstances that may have a significant adverse impact on the insurance asset management company.
Article 14 (Registered Capital) The registered capital of an insurance asset management company shall be a one-time paid-in monetary capital, with a minimum amount of 100 million yuan or its equivalent in a freely convertible currency.
China Banking and Insurance Regulatory Commission, China may adjust the minimum registered capital of an insurance asset management company according to the requirements of prudential supervision, but it shall not be lower than the limit specified in the preceding paragraph.
Article 15 (Establishment of Upper Limit) The number of shares of the same investor, its related parties and concerted parties in insurance asset management companies shall not exceed two, and the number of directly, indirectly and jointly controlled insurance asset management companies shall not exceed one, unless approved by China Banking and Insurance Regulatory Commission, China.
Article 16 (Application Materials) To establish an insurance asset management company, the applicant shall submit a written application to China Banking and Insurance Regulatory Commission, China and submit the following materials:
(1) An application for establishment;
(2) The feasibility study report, development plan, preparation plan and explanation of the source of capital contribution of the proposed company;
(3) Basic information of shareholders, including their names, legal representatives, organizational forms, registered capital, business scope, qualification documents, and balance sheets and profit and loss statements of the last three years audited by accounting firms;
(four) the list and resume of the person in charge of the preparation of the company to be established;
(five) the investor’s letter of intent or share subscription agreement;
(6) If the shareholder is a financial institution, it shall submit the regulatory opinions issued by the regulatory agency of its industry;
(7) Other materials specified by China Banking and Insurance Regulatory Commission, China.
Article 17 (Approval Procedure) China Banking and Insurance Regulatory Commission, China shall, within three months from the date of receiving the complete application materials, make a decision on whether to approve or disapprove the establishment of an insurance asset management company. If it decides not to approve, it shall notify the applicant in writing and explain the reasons.
Article 18 (Establishment of Institutions) The applicant shall complete the establishment work within 6 months from the date of receiving the approval documents of China Banking and Insurance Regulatory Commission, China. If the preparatory work is not completed within the prescribed time limit, the preparatory period may be extended for 3 months upon the application of the applicant and the approval of China Banking and Insurance Regulatory Commission, China. If the preparatory work has not been completed at the expiration of the preparatory period, the original approval documents for preparatory work will automatically become invalid.
The preparatory organization shall not engage in any business activities during the preparatory period.
Article 19 (Application for Business Opening) After the preparatory work is completed, the applicant shall apply for business opening in China Banking and Insurance Regulatory Commission, China, and submit the following materials:
(a) the application report;
(2) A capital verification certificate issued by a statutory capital verification institution and a copy of the capital entry certificate;
(3) Application materials for the post qualifications of the directors, supervisors and senior managers to be appointed;
(4) documents certifying the ownership or right to use the business premises;
(5) Articles of association and internal management system;
(6) Information on the information management system, trading equipment for fund utilization and safety precautions;
(seven) the entrusted management of funds and related investment management ability certification materials;
(8) Other materials specified by China Banking and Insurance Regulatory Commission, China.
Article 20 (Approval of Business Opening) China Banking and Insurance Regulatory Commission, China shall make a decision of approval or disapproval within 60 working days from the date of receiving the complete application materials for business opening of an insurance asset management company. If it decides to approve, it will issue a business license; If it decides not to approve, it shall notify the applicant in writing and explain the reasons.
Article 21 (Establishment of Branches) To establish a branch, an insurance asset management company shall apply to China Banking and Insurance Regulatory Commission, China and submit the following materials:
(1) An application for establishment;
(two) the business scope and feasibility study report of the proposed institution;
(3) Resume and relevant certification materials of the person in charge of the establishment of the proposed institution;
(4) Other materials specified by China Banking and Insurance Regulatory Commission, China.
The application of an insurance asset management company to establish a branch shall be accepted, examined and decided by China Banking and Insurance Regulatory Commission, China in accordance with relevant regulations.
Article 22 (Investing in the Establishment of Subsidiaries) An insurance asset management company may invest in the establishment of subsidiaries engaged in or related to asset management business such as wealth management, Public Offering of Fund, private equity funds, real estate and infrastructure.
An insurance asset management company investing in the establishment of a subsidiary shall apply to China Banking and Insurance Regulatory Commission, China, and meet the following conditions:
(1) It has been in business for more than 3 years;
(2) It has no record of major violations of laws and regulations in the last 3 years;
(3) Its net assets at the end of the latest year are not less than 100 million yuan, and a risk reserve system has been established;
(four) in the last two years, the regulatory rating has reached Class B and above;
(five) the use of its own funds, the cumulative amount of investment does not exceed 50% of the company’s audited net assets of the previous year;
(6) Other conditions stipulated by China Banking and Insurance Regulatory Commission, China.
Insurance asset management companies investing in the establishment of subsidiaries shall be accepted, examined and decided by China Banking and Insurance Regulatory Commission, China in accordance with the relevant provisions on major equity investment in insurance funds.
Article 23 (Business Coordination) An insurance asset management company shall strictly control and rationally plan the establishment of branches and subsidiaries to avoid unnecessary internal competition and repeated investment.
Article 24 (Examination and Approval of Change) An insurance asset management company shall report to China Banking and Insurance Regulatory Commission, China for approval under any of the following circumstances:
(1) Change the name of the company;
(2) Change of registered capital;
(3) Changing the organizational form;
(4) Changing shareholders whose capital contribution accounts for more than 5% of the total capital of a limited liability company, or changing shareholders whose shares account for more than 5% of the total share capital of a joint stock limited company;
(5) Adjusting the business scope;
(6) Changing the company’s domicile or business premises;
(7) Amending the Articles of Association;
(8) Merger or division;
(9) Revocation of branches;
(10) Other matters stipulated by China Banking and Insurance Regulatory Commission, China.
Article 25 (Appointment Approval) Directors, supervisors and senior managers of an insurance asset management company shall obtain the appointment qualifications approved by China Banking and Insurance Regulatory Commission, China before taking office.
China Banking and Insurance Regulatory Commission, China can hold post talks with the directors, supervisors and senior managers of insurance asset management companies.
Article 26 (Qualifications of Directors and Supervisors) Directors and supervisors of an insurance asset management company shall have a bachelor’s degree or above and the knowledge, experience and ability necessary to perform their duties, and have more than five years of work experience suitable for performing their duties. Among them, the chairman should have more than 10 years of financial experience.
Article 27 (Senior Management Qualification) The senior management personnel of an insurance asset management company mentioned in these Provisions refers to the following personnel who have decision-making power or significant influence on the operation and management activities and risk management of an insurance asset management company: the general manager, the deputy general manager, the chief risk management executive and other personnel who actually perform the above duties.
The senior managers of an insurance asset management company shall meet the following conditions:
(1) Bachelor degree or above;
(two) more than 10 years of financial experience;
(3) Having good conduct, being familiar with the laws, regulations and regulatory provisions related to the insurance asset management business, and having the operation and management capabilities required to perform their duties;
(4) Other conditions stipulated by China Banking and Insurance Regulatory Commission, China.
Article 28 (Qualification Approval Materials) An insurance asset management company applying for approval of the qualifications of directors, supervisors and senior managers shall submit the following application materials to China Banking and Insurance Regulatory Commission, China:
(a) the qualification approval application documents and qualification application form;
(2) photocopies or supporting documents of the identity documents, academic degree certificates, labor contracts, materials related to receiving anti-money laundering training and fulfilling anti-money laundering obligations, descriptions of related relationships, personal credit reports, etc. of the directors, supervisors or senior managers to be proposed;
(three) in the last three years, he has served as the chairman or senior manager of a financial institution or other important management positions, and shall submit his latest audit report or economic responsibility audit report;
(4) Decision documents of relevant meetings of the company;
(5) Other materials specified by China Banking and Insurance Regulatory Commission, China.
Article 29 (Non-approval) China Banking and Insurance Regulatory Commission, China shall not approve the qualifications of the directors, supervisors and senior managers of an insurance asset management company under any of the following circumstances:
(1) In accordance with the Company Law and other laws, regulations and regulatory provisions, he shall not serve as a director, supervisor or senior manager;
(two) in the last three years due to major violations of administrative punishment, or suspected of major violations of laws and regulations are being investigated by the relevant departments, has not yet reached a conclusion;
(3) It has not been more than 5 years since the cancellation, revocation of the post qualification or the expiration of the ban by the financial supervision department;
(4) Lawyers, certified public accountants, professionals of asset appraisal institutions, verification institutions and other institutions whose practice qualifications have been revoked due to violations of laws and regulations or disciplinary actions, and it has not been more than five years since their practice qualifications were revoked;
(five) because of serious dishonesty, the relevant state units have been identified as the object of joint punishment for dishonesty and should be punished accordingly, or have other bad records of serious dishonesty in the last five years;
(6) Being expelled from public office by a state organ for violating laws and regulations or violating discipline;
(7) Being sentenced to criminal punishment for committing the crime of disrupting the financial management order, or being sentenced to criminal punishment for other crimes, and the execution period has not exceeded 5 years;
(8) Other circumstances stipulated by China Banking and Insurance Regulatory Commission, China.
Article 30 (Appointment Report) An insurance asset management company shall, within 10 days from the date when the appointment decision of senior management personnel is made, submit employment report documents, copies of appointment documents and other materials to China Banking and Insurance Regulatory Commission, China.
Article 31 (Temporary Person in Charge) When the senior managers of an insurance asset management company are unable to perform their duties or are absent, the company may appoint a temporary person in charge and report to China Banking and Insurance Regulatory Commission, China in time. In principle, the temporary person in charge shall not perform his duties for more than 6 months.
Article 32 (Invalidation of Qualifications) In any of the following circumstances, the qualifications of directors, supervisors or senior managers of an insurance asset management company shall automatically become invalid:
(a) after obtaining the qualification approval, he has not actually taken up his post and performed his duties for more than 2 months, and has not provided proper reasons;
(2) Resignation from a post with approved qualifications;
(3) Being subject to administrative punishment of being prohibited from entering the insurance industry;
(4) being sentenced to punishment;
(5) Other circumstances stipulated by relevant laws and regulations and identified by China Banking and Insurance Regulatory Commission, China.
Article 33 (Examination and Approval of Dissolution) An insurance asset management company may be dissolved with the approval of China Banking and Insurance Regulatory Commission, China in any of the following circumstances:
(1) The business term stipulated in the articles of association expires or other reasons for dissolution stipulated in the articles of association occur;
(2) The shareholders’ meeting resolves to dissolve;
(3) The company needs to be dissolved due to merger or division;
(4) Its business license has been revoked, ordered to close down or revoked according to law;
(5) Other legal reasons.
Article 34 (Termination of Institution) An insurance asset management company shall not classify the assets entrusted for management and the assets of the insurance asset management products it manages as its own property. Where liquidation is conducted due to dissolution, cancellation or bankruptcy according to law, the assets entrusted to be managed and the assets of insurance asset management products managed by them are not liquidation assets.
Article 35 (Dissolution and Liquidation) If an insurance asset management company is terminated due to dissolution, cancellation according to law or bankruptcy, its liquidation shall be handled in accordance with relevant state laws and regulations.
Chapter III Corporate Governance
Article 36 (General Requirements) An insurance asset management company shall establish a corporate governance structure with sound organizational structure, clear division of responsibilities, effective checks and balances, and reasonable incentives and constraints, so as to maintain the independent and standardized operation of the company and safeguard the legitimate rights and interests of investors.
Article 37 (Shareholders’ Obligations) Shareholders of an insurance asset management company shall perform their statutory obligations and exercise their shareholder rights over the insurance asset management company according to law. Shareholders of an insurance asset management company and their actual controllers shall not commit the following acts:
(a) false capital contribution, withdrawal or disguised withdrawal of capital contribution;
(2) Possessing or transferring the assets of an insurance asset management company in any form;
(3) Asking an insurance asset management company to provide cooperation in asset management and other business activities, which damages the legitimate rights and interests of investors and other parties;
(four) by any means to conceal the relationship, false information provided by related parties;
(5) conducting improper related transactions with the assets managed by the insurance asset management company, and requiring the insurance asset management company to use the managed assets to seek benefits for itself or others;
(6) Other acts that damage the legitimate rights and interests of investors, insurance asset management companies and other interested parties by taking advantage of shareholder status;
(seven) other acts prohibited by the relevant laws and regulations of the state and the regulatory agencies.
Article 38 (Shareholders’ Meeting) The terms of reference and rules of procedure of the shareholders’ (general) meeting of an insurance asset management company shall be clear and definite. The shareholders of an insurance asset management company and their actual controllers shall exercise their rights according to law through the shareholders’ (general) meeting, and shall not go beyond the shareholders’ (general) meeting and the board of directors to appoint or remove the directors, supervisors and senior managers of the insurance asset management company, or directly interfere with the management and investment operation of the insurance asset management company.
Article 39 (Shareholder Isolation) An insurance asset management company shall establish an effective risk isolation mechanism and a system for isolating key information of its business and customers with its shareholders, and take measures such as isolating funds, business, management, personnel, systems, business premises and information to prevent risk contagion, insider trading, conflict of interests and interest transmission, and to prevent the use of undisclosed information transactions.
Article 40 (Board of Directors) The articles of association of an insurance asset management company shall specify the terms of reference and rules of procedure of the board of directors. The board of directors shall, in accordance with the requirements of laws and regulations, regulatory provisions and articles of association, formulate the overall strategy and basic management system of the company, supervise the implementation, make decisions on major issues of the company, and supervise and evaluate the performance of duties of management personnel. The board of directors is ultimately responsible for the compliance management and effectiveness of risk management and control of the company.
The assessment of management personnel by the board of directors shall include long-term performance, compliance and risk management, and shall not take short-term business scale and profit growth as the main assessment criteria.
The board of directors and the chairman shall not interfere with the specific business activities of the management personnel beyond their authority.
Article 41 (Professional Committee) An insurance asset management company shall, according to the regulatory provisions and actual needs, set up professional committees under the board of directors to engage in compliance and risk control, auditing, related party transaction management, nomination of remuneration and assessment, and clearly stipulate the membership and powers of each professional Committee in the company’s articles of association.
The board of directors shall formulate the working procedures and other systems of various professional committees. All professional committees shall report their work to the board of directors on a regular basis and form work reports for reference.
Article 42 (Independent Directors) An insurance asset management company shall establish and improve the system of independent directors according to regulations, and the number of independent directors shall not be less than 1/3 of the board of directors in principle.
Independent directors shall be independent of the insurance asset management company and its shareholders, take safeguarding the legitimate interests of investors and the company as the starting point, be diligent and conscientious, and independently make objective and fair professional judgments on major issues of entrusted asset management and company operation according to law.
If an independent director discovers that the company has compliance problems or major risks, he shall promptly inform the board of directors and report to China Banking and Insurance Regulatory Commission, China as required.
Article 43 (Board of Supervisors) The board of supervisors or supervisors of an insurance asset management company shall strengthen supervision over the financial status of the company and the performance of duties and responsibilities of the board of directors and senior management personnel, but shall not interfere with the specific business activities of the management personnel beyond their authority.
Where an insurance asset management company establishes a board of supervisors, the members of the board of supervisors shall include shareholders’ representatives and employees’ representatives of the company, and the proportion of employees’ representatives shall not be less than 1/3 of the number of supervisors.
Article 44 (Management) The general manager of an insurance asset management company is responsible for the management of the company.
Senior managers and other staff members of an insurance asset management company shall adhere to the concept of prudent operation, faithfully and diligently perform their duties, and shall not seek illegitimate interests for shareholders, themselves or others.
Article 45 (Chief Risk Officer) An insurance asset management company shall set up a chief risk management executive. The chief risk management executive is a senior manager of the company and shall not be in charge of investment management.
The chief risk management executive is responsible for organizing and leading the risk management of insurance asset management companies, and his duties include risk management of all company operations and business links. He independently reports relevant information to the board of directors and China Banking and Insurance Regulatory Commission, China, and puts forward suggestions for preventing and resolving major risks of the company.
When an insurance asset management company changes its chief risk management officer, it shall report the reasons for the change and the performance of the chief risk management officer in writing to China Banking and Insurance Regulatory Commission, China at least five working days before the change.
Article 46 (Part-time Management) An insurance asset management company shall strengthen the part-time management of directors, supervisors and senior managers, ensure that the performance time of relevant personnel matches their performance responsibilities, and prevent non-performance, improper performance and conflicts of interest.
The senior managers of an insurance asset management company shall not concurrently serve as senior managers in other for-profit operating institutions. If you need to work in the parent company or subsidiary company due to business management, or work in the invested project company due to project investment, in principle, you can only serve as a senior manager of one institution.
Article 47 (Incentive and Restraint Mechanism) An insurance asset management company shall establish and improve a long-term incentive and restraint mechanism and a salary deferred mechanism that are suitable for the company’s development.
Chapter IV Business Rules
Article 48 (Scope of Business) The business scope of an insurance asset management company includes the following businesses:
(a) entrusted with the management of insurance funds and various assets formed by them;
(two) entrusted with the management of other funds and the formation of various assets;
(3) Managing and using its own RMB and foreign currency funds;
(four) to carry out insurance asset management products business, asset securitization business, insurance private equity fund business, etc.;
(five) to carry out investment consulting, investment consulting, and provide professional services related to asset management business, such as operation, accounting and risk management;
(6) Other businesses approved by China Banking and Insurance Regulatory Commission, China;
(seven) business approved by other departments in the State Council.
The "other funds" mentioned in Item (2) of the preceding paragraph include basic endowment insurance funds, social security funds, enterprise annuity funds, occupational annuity funds and other funds of domestic and foreign qualified investors with corresponding risk identification and risk-taking capabilities.
Article 49 (Qualifications) An insurance asset management company shall meet the requirements of China Banking and Insurance Regulatory Commission, China on the management of insurance asset management products and investment management activities.
Insurance asset management companies shall comply with the relevant provisions of the People’s Bank of China Banking and Insurance Regulatory Commission, China and the State Administration of Foreign Exchange when conducting foreign exchange fund utilization business and other foreign exchange business.
Article 50 (Management of Entrusted Funds) When an insurance asset management company is entrusted to manage insurance funds, it shall comply with the relevant regulatory provisions on the use of insurance funds and the management of entrusted investment of insurance funds. An insurance asset management company has the right to attend the relevant meetings of the asset-liability matching management department of the insurance company.
An insurance asset management company shall, in accordance with regulatory provisions and contractual agreements, conduct investment management and operation of other funds entrusted for management and assets of insurance asset management products.
Article 51 (Use of Self-owned Funds) The use of self-owned funds by an insurance asset management company shall follow the principles of prudence, prudence, risk diversification, legality and fairness, and ensure the safety and liquidity of self-owned funds.
Insurance asset management companies can carry out financial asset investment and equity investment related to asset management business with their own funds, and can purchase self-use real estate. Among them, the proportion of highly liquid assets such as cash, bank deposits, government bonds, central bank bills, policy financial bonds and Public Offering of Fund shall not be less than 50%; Investment in insurance asset management products issued by the Company shall not exceed 50% of the net assets of a single product; No investment in listed stocks, futures and other derivatives is allowed.
When using its own funds, an insurance asset management company shall avoid conflicts of interest with the assets managed by the company and its subsidiaries, and any form of interest transfer is strictly prohibited.
Article 52 (Custodian) An insurance asset management company shall establish an asset custody mechanism when conducting asset management business, and the insurance asset management company or the client shall appoint a commercial bank or other professional institution that meets the requirements stipulated by China Banking and Insurance Regulatory Commission, China as the custodian.
Article 53 (Fair Treatment) An insurance asset management company shall treat the assets of different clients and different insurance asset management products fairly, keep accounts separately and establish an isolation mechanism to prevent the transfer of interests, so as to prevent possible risk transfer and conflicts of interests.
An insurance asset management company shall designate special investors to manage its own property separately.
Article 54 (Prohibition of Offset) The creditor’s rights arising from the management, use and disposal of assets of different clients and insurance asset management products by an insurance asset management company as a trustee shall not offset the debts arising from the insurance asset management company’s own property.
The creditor’s rights and debts arising from the management, use and disposal of assets of different clients and insurance asset management products by an insurance asset management company as a trustee shall not offset each other.
In the event of a civil dispute between an insurance asset management company and other social organizations or individuals, its entrusted assets and assets of insurance asset management products shall not be used for seizure, freezing or compensation.
Article 55 (Written Contract) An insurance asset management company shall sign a written contract with investors and other parties when conducting asset management business.
Article 56 (Management Fee) When an insurance asset management company obtains an asset management fee in accordance with the contract, the asset management fee rate shall be determined in accordance with the principles of fairness, reasonableness and marketization.
Article 57 (Prohibited Acts) An insurance asset management company shall not commit any of the following acts:
(1) Providing guarantee;
(2) Promise that the assets under entrusted management or insurance asset management products will not suffer losses, or guarantee the minimum income;
(3) transferring the assets entrusted for management in violation of regulations;
(4) Providing channel services to avoid regulatory requirements such as investment scope and leverage constraints;
(5) Using the assets under entrusted management or insurance assets to manage product assets to seek benefits for others, or to seek benefits for the company other than those agreed in the contract;
(6) Manipulating self-owned property, entrusted assets from different sources, assets of insurance asset management products, etc. to trade with each other for the purpose of obtaining illegal benefits or transferring benefits, or trading funds with shareholders;
(seven) in the name of asset management fees or other ways to conspire with investors to obtain illegal benefits;
(eight) other acts prohibited by the relevant laws and regulations of the state and the regulatory agencies.
Article 58 (Data Preservation) An insurance asset management company shall properly keep the complete records and contract texts of the assets entrusted for management and the asset management of insurance asset management products for a period of not less than 15 years from the date of termination of the contract.
Article 59 (Description of Report) An insurance asset management company shall report the management and application of the entrusted assets to the client regularly or according to the contract.
An insurance asset management company shall, in accordance with the laws and regulations, the relevant provisions of China Banking and Insurance Regulatory Commission, China and the insurance asset management product contract, fulfill the obligation of information disclosure in a timely manner.
Article 60 (Sales Management) Insurance asset management companies shall establish and improve customer service standards, strengthen sales management, standardize the promotion of insurance asset management products and businesses, and shall not engage in unfair sales or unfair competition.
Article 61 (Prudent Operation) An insurance asset management company shall operate prudently, maintain a good financial position and meet the needs of the company’s operation, business development and risk management.
The year-end financial report of an insurance asset management company shall be audited by an accounting firm.
Article 62 (Obligation of Confidentiality) Insurance asset management companies and custodians have the obligation to keep confidential the management and application of assets entrusted for management and assets of insurance asset management products according to law.
Chapter V Risk Management
Article 63 (Risk Management System) An insurance asset management company shall establish a comprehensive risk management system. An insurance asset management company shall define the division of risk management responsibilities among the shareholders’ meeting, the board of directors, the board of supervisors or supervisors, senior management, business departments, risk management departments and internal audit departments, and establish a risk management organizational structure that is interconnected, balanced and coordinated.
Article 64 (Risk Management Requirements) An insurance asset management company shall set up an independent risk management department, and be equipped with risk management personnel, methods and systems to meet business needs. Establish and improve a comprehensive risk management system, effectively carry out risk identification, evaluation, measurement, monitoring, reporting and risk disposal, and prevent various business risks.
Article 65 (Internal Control and Audit Supervision) An insurance asset management company shall establish and improve internal control and internal and external audit systems, improve internal control measures, improve the effectiveness of internal and external audits, and continuously improve the compliance level of business operation, risk management and internal control.
An insurance asset management company shall, in accordance with regulations, conduct internal audit of asset management business at least once a year and submit the audit report to the board of directors. The board of directors shall, in view of the problems found in the internal audit, urge the management to take corrective measures in time. The internal audit department shall follow up and check the implementation of the rectification measures and submit relevant reports to the board of directors in a timely manner.
An insurance asset management company shall entrust an external audit institution to carry out an internal control audit of asset management business at least once a year, take timely rectification measures for the problems found in the external audit, and report to China Banking and Insurance Regulatory Commission, China as required.
Article 66 (Risk Management of Subsidiaries) When an insurance asset management company establishes a subsidiary, it shall guide and supervise the business strategy, risk management and internal control and compliance of the subsidiary, and regularly audit the subsidiary.
Between an insurance asset management company and its subsidiaries, as well as between the subsidiaries of an insurance asset management company, a wall system shall be established to prevent possible risk transfer and conflicts of interest.
Article 67 (Management of Related Party Transactions) When conducting related party transactions, an insurance asset management company shall abide by laws and regulations and the relevant provisions of China Banking and Insurance Regulatory Commission, China, and shall not conduct unfair transactions or transfer benefits with related parties.
An insurance asset management company shall comprehensively and accurately identify related parties, and regularly check and update the list of related parties. Establish and improve the internal evaluation and approval mechanism of related party transactions, and strictly implement the internal management, information disclosure and reporting procedures related to related party transactions.
Article 68 (Management of Employees) Employees of an insurance asset management company shall abide by laws and regulations and relevant regulations of China Banking and Insurance Regulatory Commission, China, and abide by professional ethics and code of conduct. During his tenure in the company, he shall not engage in securities trading or other activities that harm the interests of investors and the company, nor seek improper interests for himself or others by taking advantage of his position, nor transfer interests.
An insurance asset management company shall establish a securities trading behavior management system for securities investment-related employees, and clarify the declaration, registration, review, disposal and prohibitive provisions for securities investment by securities investment-related employees themselves, spouses and interested parties.
Article 69 (Risk Reserve) An insurance asset management company shall establish a risk reserve system when conducting entrusted fund management business and insurance asset management product business, and withdraw the risk reserve at a rate of not less than 10% of the management fee income. When the balance of risk reserve reaches 1% of the balance of asset management at the end of last quarter, it can no longer be withdrawn.
Risk reserve is mainly used to make up for the losses caused by the insurance asset management company’s violation of laws and regulations, breach of contract, operational errors or technical failures to the entrusted assets and insurance asset management product assets.
An insurance asset management company shall include the provision of risk reserve in the company’s annual financial report and submit it to China Banking and Insurance Regulatory Commission, China as required.
China Banking and Insurance Regulatory Commission, China, according to the requirements of prudential supervision, can increase the requirements of risk reserve provision ratio of insurance asset management companies.
Article 70 (Information System) An insurance asset management company shall strengthen information management, and establish and improve information management systems such as investment decision-making, capital utilization, risk management, financial accounting, etc. required for engaging in asset management business; Establish and improve an information system that supports business management such as separate management of insurance asset management products or accounts, separate account establishment and separate accounting; Continuously improve the security measures related to business operations to ensure the effective and safe operation of information systems.
Article 71 (Emergency Management) An insurance asset management company shall establish an emergency handling mechanism for major emergencies, and designate relevant departments to be responsible for emergency management and information reporting of emergencies.
Chapter VI Supervision and Administration
Article 72 (Classified Supervision) China Banking and Insurance Regulatory Commission, China conducts regulatory rating on insurance asset management companies in accordance with relevant regulations, and conducts classified supervision on insurance asset management companies in terms of market access and regulatory measures according to the rating results.
Article 73 (Information Submission) An insurance asset management company shall establish and improve the information submission mechanism and submit relevant information and materials to China Banking and Insurance Regulatory Commission, China in accordance with laws and regulations and the provisions of China Banking and Insurance Regulatory Commission, China. China Banking and Insurance Regulatory Commission, China has the right to require an insurance asset management company, its shareholders and actual controllers to provide relevant information and materials within a specified time limit.
The information and materials submitted or provided by the insurance asset management company and its shareholders and actual controllers to China Banking and Insurance Regulatory Commission, China must be timely, true, accurate and complete.
Article 74 (Information Disclosure) An insurance asset management company shall perform all information disclosure obligations in a timely, truthful, accurate and complete manner in accordance with laws and regulations and relevant regulations of China Banking and Insurance Regulatory Commission, China.
Article 75 (Reporting on Major Events) An insurance asset management company shall report to China Banking and Insurance Regulatory Commission, China within five working days from the date of the following events:
(a) change the shareholding of shareholders holding less than 5% or change the shareholding ratio of shareholders not exceeding 5%;
(2) The company’s equity is pledged or released;
(3) The name change, merger, division and bankruptcy of the shareholders and their actual controllers may lead to the change of the equity of the insurance asset management company held by them;
(4) The amount of single investment loss caused by self-owned capital investment exceeds 5% of the company’s total net assets at the end of last quarter;
(5) An event that has a significant impact on the actual operation or net assets of the company, or a major litigation or arbitration case involving compensation of more than 50 million yuan;
(6) Other major events that may affect the company’s operation and management, financial status, risk control, entrusted assets or asset safety of insurance asset management products;
(7) Other important matters required to be reported by China Banking and Insurance Regulatory Commission, China.
Article 76 (Supervision and Inspection) China Banking and Insurance Regulatory Commission, China adopts a combination of on-site inspection, on-site investigation and off-site supervision over insurance asset management companies. China Banking and Insurance Regulatory Commission, China may entrust a professional institution to conduct a special audit, evaluation or issue legal opinions on insurance asset management companies, and the insurance asset management companies shall cooperate.
China Banking and Insurance Regulatory Commission, China, when conducting on-site inspection and on-site investigation of an insurance asset management company, it may ask, consult and copy according to law, and the insurance asset management company shall cooperate with it.
China Banking and Insurance Regulatory Commission, China believes that an insurance asset management company may be under any of the following circumstances, and may require it to hire a professional institution to conduct special audit, evaluation or issue legal opinions:
(1) There are false records, misleading statements or major omissions in the company’s information disclosure and regulatory reports;
(2) The company violates laws, regulations and regulatory provisions, resulting in serious losses of assets entrusted for management or assets of insurance asset management products;
(3) Other circumstances identified by China Banking and Insurance Regulatory Commission, China.
Article 77 (Regulatory Measures) If an insurance asset management company violates the requirements of these Provisions and is under any of the following circumstances, China Banking and Insurance Regulatory Commission, China may take regulatory measures such as regulatory talks, issuing warning letters and ordering rectification within a time limit; If it fails to make corrections within the time limit or the circumstances are serious, China Banking and Insurance Regulatory Commission, China may take regulatory measures such as suspending the new related business and ordering it to adjust the directors, supervisors and senior managers who are directly responsible:
(a) corporate governance is not perfect, there are major defects in the establishment of departments or posts, directors, supervisors, senior management personnel and other key business positions are absent, fail to perform their duties or actually perform their duties without approval;
(2) The business rules are not perfect or not effectively implemented, and the risk management or internal control mechanism is not perfect;
(three) in violation of regulations to carry out the use of funds;
(four) other circumstances that do not meet the requirements of the rules of going concern or other business risks.
Article 78 (Regulatory Punishment) If an insurance asset management company and its shareholders, actual controllers, directors, supervisors and senior management personnel violate these Provisions and relevant laws and regulations, China Banking and Insurance Regulatory Commission, China shall impose administrative penalties on the insurance asset management company and relevant responsible personnel in accordance with the Insurance Law and relevant administrative regulations; Anyone suspected of committing a crime shall be transferred to judicial organs according to law and investigated for criminal responsibility.
Article 79 (Violation Files) China Banking and Insurance Regulatory Commission, China shall establish a file on market access violations of the insurance asset management industry, record the violations of laws and regulations of the shareholders or actual controllers, directors, supervisors and senior managers of the insurance asset management company, take measures against relevant entities according to law, and publicize the relevant information to the public.
Article 80 (Liability for Violation of Professional Institutions) Institutions that provide intermediary services for insurance asset management companies, such as accounting firms, law firms, asset appraisal institutions and credit rating agencies, and their directly responsible persons in charge and other directly responsible personnel conduct business in violation of relevant regulations. China Banking and Insurance Regulatory Commission, China shall record their bad behaviors and notify the relevant departments in charge of the industry. If the relevant agency issues a report without credibility or commits other dishonest acts, China Banking and Insurance Regulatory Commission, China will not recognize the report issued again within five years from the date of occurrence, and will announce the relevant information to the public. If the circumstances are serious, China Banking and Insurance Regulatory Commission, China may transfer the clue materials to the relevant departments, and the competent department shall give administrative punishment according to law.
Article 81 (Financial Monitoring) If the net assets of an insurance asset management company are less than 40 million yuan, or the available liquid assets such as cash, bank deposits and national debt are less than 20 million yuan and lower than the company’s operating expenses in the previous fiscal year, China Banking and Insurance Regulatory Commission, China may order the company to rectify within a time limit. Before the financial situation has not improved significantly, the insurance asset management company shall not increase the entrusted insurance funds and other funds, and shall not increase the insurance asset management product business.
Article 82 (Self-discipline Management) China Insurance Asset Management Association conducts self-discipline management of insurance asset management companies and their business activities in accordance with laws and regulations, China Banking and Insurance Regulatory Commission regulations and self-discipline rules.
China Insurance Asset Management Association shall accept the guidance and supervision of China Banking and Insurance Regulatory Commission.
Chapter VII Supplementary Provisions
Article 83 The term "above" as mentioned in these Provisions includes this number.
Article 84 China Banking and Insurance Regulatory Commission, China shall be responsible for the interpretation of these Provisions.
Article 85 These Provisions shall come into force on X, X, 2022. The former Interim Provisions on the Administration of Insurance Asset Management Companies (Order No.2 [2004] of the CIRC), Notice on Adjusting the Relevant Provisions of the Interim Provisions on the Administration of Insurance Asset Management Companies (No.19 [2011] of China Insurance Regulatory Commission) and Notice on Relevant Matters of Insurance Asset Management Companies (No.19 [2011] of China Insurance Regulatory Commission) Where the relevant provisions on the management of insurance asset management companies are inconsistent with these provisions, these provisions shall prevail.