China: The New Insurer Shareholder Regulations - Shareholder Qualifications (Chinese)

新《保险公司股权管理办法》— 股东要求

保监会于2018年3月7日发布了修订后的《保险公司股权管理办法》(以下简称"《办法》"),《办法》将保险公司现有股东和新增股东根据持股比例分为财务Ⅰ类(0-5%(不含))、财务Ⅱ类(5%-15%(不含))、战略类(15%-1/3(不含))和控制类(1/3及以上)四类。由于《办法》同时规定单一股东(股东与其关联方、一致行动人的持股比例合并计算)持股比例上限最高为公司注册资本的三分之一,对于新增股东来说,"控制类股东"即意味着持有保险公司1/3股权的股东。

《办法》对各类股东需要的资质条件("资质条件")作出了正面规定,具体的:

财务Ⅰ类股东,应当具备以下条件:

(一) 经营状况良好,有合理水平的营业收入;

(二) 财务状况良好,最近一个会计年度盈利;

(三) 纳税记录良好,最近三年内无偷漏税记录;

(四) 诚信记录良好,最近三年内无重大失信行为记录;

(五) 合规状况良好,最近三年内无重大违法违规记录。

财务Ⅱ类股东除满足财务Ⅰ类股东条件外,还应当具备以下条件:

(一) 信誉良好,投资行为稳健,核心主业突出;

(二) 具有持续出资能力,最近二个会计年度连续盈利;

(三) 具有较强的资金实力,净资产不低于二亿元人民币。

战略类股东除满足财务Ⅰ类、财务Ⅱ类股东条件外,还应当具备以下条件:

(一) 具有持续出资能力,最近三个会计年度连续盈利;

(二) 净资产不低于十亿元人民币;

(三) 权益性投资余额不得超过净资产;

控制类股东除满足财务Ⅰ类、财务Ⅱ类、战略类股东条件外,还应当具备以下条件:

(一) 总资产不低于一百亿元人民币;

(二) 最近一年末净资产不低于总资产的百分之三十;

在上述资质条件外,《办法》首次引入了"负面清单"制度,规定了不得成为保险公司股东的七项具体情形以及不得成为保险公司控制类股东的十项具体情形。

总的来说,不得成为保险公司股东的情形包括:

(一) 严重失信;

(二) 股权结构不清晰;

(三) 曾经代持或委托他人代持保险公司股权;

(四) 曾经投资保险业,存在提供虚假材料或者作不实声明的行为;

(五) 曾经投资保险业,对保险公司经营失败负有重大责任未逾三年;

(六) 曾经投资保险业,对保险公司重大违规行为负有重大责任;

(七) 曾经投资保险业,拒不配合中国保监会监督检查。

不得成为保险公司控制类股东的情形包括:

(一) 现金流量波动受经济景气影响较大;

(二) 经营计划不具有可行性;

(三) 财务能力不足以支持保险公司持续经营;

(四) 核心主业不突出且其经营范围涉及行业过多;

(五) 公司治理结构与机制存在明显缺陷;

(六) 关联企业众多、股权关系复杂且不透明、关联交易频繁且异常;

(七) 在公开市场上有不良投资行为记录;

(八) 曾经有不诚信商业行为,造成恶劣影响;

(九) 曾经被有关部门查实存在不正当行为;

(十) 其他对保险公司产生重大不利影响的情况。

尽管在与《办法》同时发布的保监会《答记者问》中,保监会表示《办法》原则上不会对现有保险公司的股权结构进行追溯调整,但保监会也在《答记者问》中提到,其有权对部分股权结构存在风险隐患的保险公司进行窗口指导,采取针对性的监管措施。因此,不排除保监会将来根据具体情况要求保险公司中持有超过1/3股权的股东降低持股比例,以符合《办法》对单一股东持股比例上限要求的可能性。

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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