Circular of the China Insurance Regulatory Commission on Matters concerning the Listing of Insurance Companies on the National Equities Exchange and Quotations

Bao Jian Fa [2016] No.71

　　August 10, 2016

　　All insurance group (holding) companies, insurance companies, and insurance asset management companies,

　　In order to support the listing of insurance companies on the National Equities Exchange and Quotations (the "NEEQ"), improve the company value discovery mechanism, expand the channels of market-oriented capital replenishment, and further improve corporate governance, pursuant to the Insurance Law of the People's Republic of China, the Administration Measures for the Equity of Insurance Companies, and other relevant regulations, some relevant matters are hereby notified as follows:

　　I. The China Insurance Regulatory Commission (the "CIRC") supports the listing of eligible insurance companies on the NEEQ and encourages listed insurance companies to transfer their listed shares by means of market-making or auction trading.

　　II. The listing of insurance companies on the NEEQ shall meet the requirements of the CIRC on prudent regulation, and shall not have any gross violations of laws and regulations in the last three years.

　　III. Before applying for listing on the NEEQ, insurance companies shall obtain the regulatory opinion of the CIRC.

　　IV. Insurance companies to conduct any non-public offering of shares on the NEEQ shall obtain the regulatory opinion of the CIRC in advance.
　　An insurance company shall, within 30 days upon completion of a non-public offering, submit to the CIRC an application for an administrative permit for changing its registered capital and amending its articles of association according to the relevant regulations.

　　V. Any insurance company seeking the regulatory opinion of the CIRC as required by Paragraphs III and IV hereof shall submit the following application documents:
　　1.The resolution adopted by the general shareholders meeting of the company on its listing or non-public offering on the NEEQ, and the resolution on the authorization of the board of directors to deal with the related matters;
　　2. The scheme for the listing or nonpublic offering on the NEEQ, with clearly-stated share transfer methods after the listing or issuance; in the case of a non-public offering, the scheme shall specify the basic information and financial status of the targets of the proposed issuance;
　　3. Information about the company's equity structure change after its listing or nonpublic offering on the NEEQ;
　　4. Information about its solvency and corporate governance;
　　5. Information about its business performance and financial conditions; and
　　6. Other documents as specified by the CIRC.

　　VI. Where any investor achieves the holding of 5% or more of the issued shares of a NEEQ-listed insurance company through the NEEQ, the insurance company shall submit the case to the CIRC for approval within 15 days from the date of the fact. The CIRC shall be entitled to require the transfer of shares held by an ineligible investor.

　　VII. Where any investor receives an assignment of less than 5% of the shares in a NEEQ-listed insurance company through the NEEQ by way of an agreement, the insurance company shall file the case with the CIRC for record within 15 days from the date of the transfer; in the case of the receipt of an assignment of less than 5% of the shares in a listed insurance company by means of market-making or auction trading, such filing procedure is no longer required according to the regulatory requirements on listed insurance companies.

　　VIII. Any investor investing in shares of a NEEQ-listed insurance company through the NEEQ shall meet the relevant requirements of the CIRC.
　　For insurance companies choosing to list their shares by way of an agreement, investors shall meet the requirements of the Administration Measures for the Equity of Insurance Companies on the qualification of shareholders of non-listed insurance companies. For insurance companies choosing to list their shares by means of market-making or auction trading, the qualification of investors shall refer to the regulatory requirements for listed insurance companies, which allow eligible investors, including natural person investors, to invest in the shares of listed insurance companies.

　　IX. Market-making as mentioned in Paragraphs VII and VIII hereof shall mean market-making trading by securities companies as market-makers.

　　X. Insurance companies as mentioned herein shall include insurance group (holding) companies, insurance companies, and insurance asset management companies. In the event the CIRC has any other provision on the regulation of the equity of insurance asset management companies, such other provision shall prevail.

　　XI. This Circular shall take effect from the date of issue.