Circular of the China Insurance Regulatory Commission on Printing and Distributing the Administrative Measures for Mergers and Acquisitions of Insurance Companies
Circular of the China Insurance Regulatory Commission on Printing and Distributing the Administrative Measures for Mergers and Acquisitions of Insurance Companies
Circular of the China Insurance Regulatory Commission on Printing and Distributing the Administrative Measures for Mergers and Acquisitions of Insurance Companies
Bao Jian Fa [2014] No.26
March 21, 2014
All insurance regulatory bureaus, all insurance companies and insurance asset management companies,
In order to standardize the mergers and acquisitions of insurance companies, protect the legitimate rights and interests of insurance customers, insurance companies and the shareholders thereof, maintain the order of insurance market and protect the public interests, and drive the optimization and allocation of resources of insurance market, the China Insurance Regulatory Commission (hereinafter referred to as the "CIRC") has formulated in accordance with the Insurance Law of the People's Republic of China and the Company Law of the People's Republic of China as well as the relevant laws and administrative regulations, the Administrative Measures for Mergers and Acquisitions of Insurance Companies (hereinafter referred to as the "Measures"), which are hereby printed and distributed to you for your compliance and implementation.
Administrative Measures for Mergers and Acquisitions of Insurance Companies
Chapter I General Provisions
Article 1 In order to standardize the mergers and acquisitions of insurance companies, protect the legitimate rights and interests of insurance customers, insurance companies and the shareholders thereof, maintain the order of insurance market and protect the public interests, and drive the optimization and allocation of resources of insurance market, the Measures are hereby formulated in accordance with the Insurance Law of the People's Republic of China (hereinafter referred to as the "Insurance Law") and the Company Law of the People's Republic of China as well as the relevant laws and administrative regulations.
Article 2 For the propose of the Measures, insurance companies refer to the insurance (group) holding companies, insurance companies and reinsurance companies legally registered and established upon approval of the CIRC.
Article 3 The mergers and acquisitions of insurance companies shall comply with laws, administrative regulations and the provisions of the CIRC and shall neither impair the legitimate rights and interests of insurance consumers, nor endanger the national financial security and public interests.
Article 4 Issues concerning industry access, declaration of concentration of undertakings and state-owned equity transfer in the mergers and acquisitions of insurance companies shall be conducted after being approved by the relevant state departments.
Article 5 All parties related to the mergers and acquisitions of insurance companies shall provide the CIRC with true, accurate and complete information without any false record, misleading statement or material omission.
Article 6 Directors, supervisors and senior management of an insurance company shall be honest and diligent in the mergers and acquisitions, maintain the safety of assets of the insurance company and protect the legitimate rights and interests of the insurance company and all shareholders thereof.
Article 7 Professional intermediary institutions such as accounting firms, professional evaluation agencies and law firms shall be diligent in the mergers and acquisitions and observe the industry standards and professional ethics.
Chapter II Acquisition
Article 8 For the propose of the Measures, acquisition refers to the act of an acquirer who acquires over one third stock rights of an insurance company at one stroke or accumulatively and becomes the largest shareholder of the company, or the act of an acquirer who acquires less than one third stock rights of an insurance company at one stroke or accumulatively but becomes the largest shareholder of the company and has control over the company.
The acquirers include investors and their related parties and persons acting in concert.
Article 9 In case of acquisitions of an insurance company, the acquired company shall apply to the CIRC and submit the following materials:
1.
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