PRC Administration of Foreign-invested Insurance Companies Regulations Implementing Rules
中华人民共和国外资保险公司管理条例实施细则
The Implementing Rules mainly focus on the establishment, termination and liquidation of foreign-invested insurance companies and their branch organizations, clarifying the PRC Administration of Foreign-invested Insurance Companies Regulations effective since February 2002.
(Promulgated by the China Insurance Regulatory Commission on May 13 2004 and effective as of June 15 2004.)
(中国保险监督管理委员会于二零零四年五月十三日公布，自二零零四年六月十五日起施行。)
Article 1: These Rules are formulated in accordance with the PRC Insurance Law and the PRC Administration of Foreign-invested Insurance Companies Regulations (Regulations).
第一条 根据《中华人民共和国保险法》和《中华人民共和国外资保险公司管理条例》(以下简称《条例》)，制定本细则。
Article 2: For the purposes of the Regulations, the term foreign insurance companies means insurance companies that are registered and engage in insurance business outside the territory of China.
Article 3: Where a foreign insurance company and a Chinese company or enterprise establish a joint venture insurance company within the territory of China to engage in personal insurance business (Joint Venture Life Insurance Company), the proportion of foreign investment shall not exceed 50% of the total share capital of the company.
第二条 《条例》所称外国保险公司，是指在中国境外注册、经营保险业务的保险公司。
The shares held by the foreign insurance company, either directly or indirectly, in the Joint Venture Life Insurance Company shall not exceed the proportion stated in the preceding paragraph.
Article 4: Where, prior to the effective date of the Regulations, the registered capital or operational funds of the foreign-invested insurance company established within the territory of China has not attained to Rmb200 million or the equivalent value of other freely convertible currency, any shortfall shall be made up within two years after the effective date of the Rules. The China Insurance Regulatory Commission shall not approve any application for launch of new business where the registered capital or operational fund has not been fully paid in.
第三条 外国保险公司与中国的公司、企业合资在中国境内设立经营人身保险业务的合资保险公司(以下简称合资寿险公司)，其中外资比例不得超过公司总股本的50%。
Article 5: The registered capital or operational funds of a foreign-invested insurance company shall be in the form of actual paid-in currency.
Article 6: After the establishment of a branch, a foreign insurance company shall not, in any manner, withdraw its operational funds.
外国保险公司直接或者间接持有的合资寿险公司股份，不得超过前款规定的比例限制。
Article 7: For the purposes of Article 8(1) of the Regulations, the phrase "have been in the insurance business for at least 30 years" means the continuous engaging in the insurance business for 30 years or more by a foreign insurance company. Acquisitions of and mergers with other organizations, or mergers with other organizations to establish a new insurance company, by a foreign insurance company shall not affect the calculation of the period of time it has been engaged in the insurance business.
The period of time engaged in the insurance business by a subsidiary of a foreign insurance company shall be calculated from the time the subsidiary is established.
第四条 《条例》生效前在中国境内设立的外资保险公司，其注册资本或者营运资金不足2亿元人民币或者其等值的自由兑换货币的，应当在本细则生效后2年内缴足；未缴足注册资本或者营运资金的，对于其开展新业务的申请，中国保监会不予批准。
Article 8: For the purposes of Article 8(2) of the Regulations, the term "representative organizations" means the following representative organizations approved by the China Insurance Regulatory Commission (CIRC):
(1) representative organizations established by foreign insurance companies; and
第五条 外资保险公司的注册资本或者营运资金应当为实缴货币。
(2) representative organizations established by the enterprise group of foreign insurance companies.
Article 9: Representative organizations established by foreign insurance companies or their enterprise group shall only be eligible to apply for establishment of one foreign-invested insurance company.
第六条 外国保险公司分公司成立后，外国保险公司不得以任何形式抽回营运资金。
Article 10: For purposes of Article 8(3) of the Regulations, the phrase "end of the year prior to the application for establishment" means the end of the fiscal year immediately preceding the date of application.
Article 11: For purposes of Article 8(7) of the Regulations, the term "other prudential criteria" shall, at least, include the following criteria:
第七条 《条例》第八条第一项所称经营保险业务30年以上，是指外国保险公司持续经营保险业务30年以上，外国保险公司吸收合并其他机构或者与其他机构合并设立新保险公司的，不影响其经营保险业务年限的计算。
(1) a rational legal person governance system;
(2) a robust risk management system;
外国保险公司子公司的经营保险业务年限，从该子公司设立时开始计算。
(3) a sound internal control system;
(4) an effective management information system; and
第八条 《条例》第八条第二项所称代表机构，是指经中国保险监督管理委员会(以下简称中国保监会)批准的下列代表机构：
(5) good business performance, with no record of serious violations of laws or regulations.
Article 12: If an applicant is unable to provide the business licence (duplicate) as required by Article 9(2) of the Regulations, it may provide a certified photocopy of the business licence or a written proof issued by the relevant competent authority stating that the applicant has the right to engage in the insurance business.
(一)外国保险公司设立的代表机构；
Article 13: For the purposes of Article 9(2) of the Regulations, "proof of compliance with solvency standards issued by the relevant competent authority of the host country or region of the foreign applicant" shall include one of the following:
(1) that the solvency level of the applicant complied with the regulatory requirements of such country or region, in the fiscal year immediately preceding the date on which the relevant competent authority issued the proof;
(二)外国保险公司所在的集团公司设立的代表机构。
(2) that there is no record of non-compliance by the applicant with the solvency standards of such country or region, in the fiscal year immediately preceding the date on which the relevant competent authority has issued the proof.
Article 14: For the purposes of Article 9(2) of the Regulations, "an opinion on the application issued by the relevant competent authority of the host country or region of the foreign applicant" shall include the following:
第九条 外国保险公司或者其所在的集团公司设立的代表机构，只能适用于申请设立一家外资保险公司。
(1) whether or not the application by the applicant to establish an insurance organization within the territory of China is in compliance with the laws and regulations of such country or region;
(2) whether or not the relevant competent authority consents to the applicant's application; and
第十条 《条例》第八条第三项所称设立申请前1年年末，是指申请日的上一个会计年度末。
(3) penalty record of the applicant for the three years immediately preceding the date on which the relevant competent authority issued such opinion.
Article 15: For the purposes of Article 9(3) of the Regulations, an "annual report" shall include the balance sheet, profit and loss statement and cash flow statement of the applicant for the three fiscal years immediately preceding the application date.
第十一条 《条例》第八条第七项所称其他审慎性条件，至少包括下列条件：
The financial statements specified in the preceding paragraph shall be accompanied by an auditor's opinion issued by an accounting firm or auditing firm recognized by the applicant's host country or region.
Article 16: Unless otherwise provided by the laws and administrative regulations, or as approved by the State Council, the "Chinese applicant" referred to in Article 9(4) of the Regulations shall fulfil the following requirements:
(一)法人治理结构合理；
(1) it is a company or enterprise with legal person status that has registered with the administration for industry and commerce, with the exception of commercial banks, securities organizations and foreign-invested enterprises as stipulated by the PRC Wholly Foreign-owned Enterprise Law;
(2) the application has been approved by the competent enterprise administrative authority or by the shareholders' meetings;
(二)风险管理体系稳健；
(3) its business is good and was profitable in the fiscal year immediately preceding the application date;
(4) its capital contribution is made from its own funds of a lawful source.
(三)内部控制制度健全；
Article 17: The relevant documentation to be submitted by a Chinese applicant that intends to establish a joint venture insurance company shall include the business licence (duplicate), articles of association of the company or enterprise, business structure, business history, annual reports of the most recent three years, and any penalty records of the most recent three years.
Article 18: The person responsible for preparing to set up a foreign-invested insurance company shall fulfil the following requirements:
(四)管理信息系统有效；
(1) higher education or above;
(2) at least two years of insurance work experience or other related work experience; and
(五)经营状况良好，无重大违法违规记录。
(3) no record of unlawful or criminal acts.
Article 19: Where the applicant intends to apply for an extension of the preparation period in accordance with Article 11 of the Regulations, a written application, together with the reasons therefor, shall be submitted to the CIRC within one month prior to the expiry date of the preparation period.
第十二条 申请人不能提供《条例》第九条第二项要求的营业执照(副本)的，可以提供营业执照的有效复印件或者有关主管当局出具的该申请人有权经营保险业务的书面证明。
Article 20: For the purposes of Article 11(1) of the Regulations, a "preparation report" shall include a summary of the other items referred to in the said article.
Article 21: For the purposes of Article 11(4) of the Regulations, the term "official capital verification organization" means an accounting firm that fulfils the requirements of the CIRC.
第十三条 《条例》第九条第二项所称外国申请人所在国家或者地区有关主管当局对其符合偿付能力标准的证明，应当包括下列内容之一：
Article 22: For the purposes of Article 11(4) of the Regulations, "capital verification proofs" shall include the following:
(1) a capital verification report issued by the official capital verification organization; and
(一)在有关主管当局出具证明之日的上一个会计年度，该申请人的偿付能力符合该国家或者地区的监管要求；
(2) a photocopy of the original bank account document for deposit of registered capital or operational funds.
Article 23: For the purposes of Article 11(5) of the Regulations, the term "principal responsible person" means the general manager of the proposed branch of the foreign insurance company.
(二)在有关主管当局出具证明之日的上一个会计年度中，该申请人没有不符合该国家或者地区偿付能力标准的记录。
The phrase "authorization letter held by the proposed principal responsible person of the branch of the foreign insurance company" means the authorization letter for the proposed general manager of the branch of the foreign insurance company signed by the chairman of the board of directors or general manager of the foreign insurance company.
The authorization letter shall clearly state the extent of the powers granted to the authorized person.
第十四条 《条例》第九条第二项所称外国申请人所在国家或者地区有关主管当局对其申请的意见书，应当包括下列内容：
Article 24: For the purposes of Article 11(6) of the Regulations, "senior management personnel of the company to be established" shall fulfil the qualification requirements stipulated by the CIRC.
The senior management personnel of the branch of the foreign insurance company shall possess the qualifications as the senior management personnel of the parent insurance company.
(一)该申请人申请在中国境内设立保险机构是否符合该国家或者地区的法律规定;
Article 25: For the purposes of Article 11(9) of the Regulations, the phrase "materials concerning the business premises of the company to be established" means the documentation evidencing the ownership or use rights to the business premises.
For the purposes of Article 11(9) of the Regulations, "materials concerning other business-related facilities of the company to be established" shall, at least, include information on the disposition of computer equipment and construction of computer network systems, as well as on the information management systems.
(二)是否同意该申请人的申请;
Article 26: The following documentation or materials, which the Regulations and the Rules require to be provided by the foreign insurance company that is applying to establish a foreign-invested insurance company, shall have been notarized by a lawfully established notary organization in the host country or region, or certified by the Chinese embassy or consulate in such country or region:
(1) a business licence (duplicate) or certified photocopy of such business licence;
(三)在有关主管当局出具意见之日的前3年，该申请人受处罚的记录。
(2) the authorization letter held by the proposed principal responsible person of the branch of the foreign insurance company; and
(3) letter of guarantee, that the foreign insurance company shall be responsible for the taxes and debts of its branch within the territory of China.
第十五条 《条例》第九条第三项所称年报，应当包括申请人在申请日的前3个会计年度的资产负债表、利润表和现金流量表。
Article 27: Foreign-invested insurance companies may, according to their business development requirements, apply to establish branches and sub-branches.
Branches of foreign insurance companies may only launch their business within the administrative jurisdiction of the provinces, autonomous regions or municipalities directly under the central government where they are located. Joint venture insurance companies and wholly foreign-owned insurance companies shall establish branches for the launch of business in provinces, autonomous regions or municipalities directly under the central government other than its place of domicile.
前款所列报表应当附由申请人所在国家或者地区认可的会计师事务所或者审计师事务所出具的审计意见书。
Foreign-invested insurance companies may, according to their actual circumstances, apply to establish central sub-branches, sub-branches, business centres or sales service centres. Where the CIRC has other stipulations on the establishment and administration of sales service centres, such stipulations shall prevail.
Article 28: Joint venture insurance companies and wholly foreign-owned insurance companies that have been established with the minimum registered capital requirement of Rmb200 million shall, when establishing the first branch in each province, autonomous region or municipality directly under the central government other than their places of domicile, increase their registered capital by not less than Rmb20 million.
第十六条 除法律、行政法规另有规定或者经国务院批准外，《条例》第九条第四项所称中国申请人应当符合下列条件：
When applying to establish branches, joint venture insurance companies and wholly foreign-owned insurance companies whose registered capital has already reached the amount after the increase as stipulated in the preceding paragraph need not further increase their registered capital correspondingly.
When joint venture insurance companies and wholly foreign-owned insurance companies with registered capital of Rmb500 million establish branches under circumstances of sufficient solvency, they need not increase their registered capital.
(一)经工商行政管理部门登记注册的具有法人资格的公司或者企业，商业银行、证券机构以及《中华人民共和国外资企业法》规定的外资企业除外；
Article 29: To apply for establishment of branches or sub-branches, foreign-invested insurance companies shall fulfil the following requirements:
(1) their solvency levels comply with the relevant requirements of the CIRC;
(二)经企业行政主管机关或者其股东会批准；
(2) they have a sound internal control system and no penalty record, and in the case of over two years of business operations, have no penalty record in the most recent two years; and
(3) they have the senior management personnel for the branches or sub-branches with qualifications that comply with the qualification requirements of the CIRC.
(三)经营状况良好，且申请日的上一个会计年度为盈利；
Article 30: The application to establish branches or sub-branches shall be made by the foreign-invested insurance company to the CIRC, and the following materials shall be submitted in triplicate:
(1) an application letter for establishment;
(四)以自有资金出资，来源合法。
(2) an audited solvency report for the end of the preceding year and for the end of the most recent quarter;
(3) three-year business development plans and market analyses for the organization to be established; and
第十七条 设立合资保险公司的中国申请人，应当提交的有关资料包括营业执照(副本)、公司或者企业的章程、业务结构、经营历史、最近3年的年报以及最近3年受处罚的记录。
(4) a résum?and related supporting materials of the person responsible for the establishment preparation for the organization to be established.
Article 31: The CIRC shall examine the application to establish branches or sub-branches and shall, within 20 days of the receipt of the complete set of application materials, render a decision on whether or not to approve the preparation for establishment. If the application is not approved, the CIRC shall provide a written notification to the applicant specifying the reasons therefor.
第十八条 拟设外资保险公司的筹建负责人应当具备下列条件：
Following the approval of the application, the applicant shall complete the establishment for the branch or sub-branch within six months. If the establishment preparation work is not completed within the stipulated time period due to proper reasons, such preparation period may be extended for another three months upon the approval of the CIRC. If the establishment preparation work is not completed within the extended time period, the initial approval documentation made by the CIRC shall automatically become void.
The establishment preparation organization shall not engage in any insurance business activities.
(一) 大专以上学历；
Article 32: Upon the completion of the establishment preparation work of the branch or sub-branch, the applicant shall apply to the CIRC to commence business, and shall submit the following materials in triplicate:
(1) an application letter for commencement of business;
(二) 从事保险或者相关工作2年以上；
(2) a report on the completion of the establishment preparation work;
(3) a résum?and related supporting materials of the proposed senior management personnel; and
(三) 无违法犯罪记录。
(4) relevant documentation evidencing the ownership or use rights of the office premises, information on the disposition of computer equipment and construction of computer network systems, and information concerning the internal organizational structure, personnel and so on, of the organization proposed to be established.
Article 33: The CIRC shall, within 20 days of the receipt of the complete set of application materials for business commencement of the established branch or sub-branch, render a decision on whether or not to approve the application. If the application is approved, an insurance business permit for branches and sub-branches shall be issued. If the application is not approved, the CIRC shall provide a written notification to the applicant specifying the reasons therefor.
第十九条 申请人根据《条例》第十一条规定申请延长筹建期的，应当在筹建期期满之日的前1个月以内向中国保监会提交书面申请，并说明理由。
The branch or sub-branch of the insurance company that has been approved to commence business shall, on the strength of the approval documents and insurance permit, complete registration procedures with the administration for industry and commerce and obtain a business licence before commencing business.
Article 34: The examination and administration of the qualifications of the senior management personnel of foreign-invested insurance companies and their branches and sub-branches are subject to the relevant provisions of the CIRC, unless otherwise provided by these Rules.
第二十条 《条例》第十一条第一项所称筹建报告，应当对该条其他各项的内容作出综述。
Article 35: Joint venture and wholly foreign-owned property insurance companies that apply for dissolution as a result of division, merger or dissolution reasons stipulated in the companies' articles of association shall apply to the CIRC for approval and submit the following materials:
(1) an application letter signed by the company's chairman of the board of directors;
第二十一条 《条例》第十一条第四项所称法定验资机构，是指符合中国保监会要求的会计师事务所。
(2) a resolution by the shareholders' meeting of the company;
(3) composition of the proposed liquidation committee and the liquidation plan; and
第二十二条 《条例》第十一条第四项所称验资证明，应当包括下列内容：
(4) plans concerning the treatment of outstanding liabilities.
Article 36: Joint venture and wholly foreign-owned property insurance companies that have been approved by the CIRC for dissolution shall, from the date on which the CIRC approval documentation is received, cease any new business activities and return their insurance business permits to the CIRC, and shall establish a liquidation committee within 15 days.
(一)法定验资机构出具的验资报告；
Article 37: The liquidation committee shall, within five days of its establishment, provide a written notification concerning the company's commencement of liquidation proceedings to the administration for industry and commerce, taxation department, labour and social security department and other relevant departments.
Article 38: The liquidation committee shall, within one month from the date of its establishment, retain an accounting firm that fulfils the requirements of the CIRC to conduct an audit. Within three months from the date the accounting firm is retained, an audit report shall be submitted to the CIRC.
(二)注册资本或者营运资金的银行原始入账凭证的复印件。
Article 39: The liquidation committee shall, before the 10th day of every month, submit a report concerning the discharge of liabilities, disposal of assets and other latest circumstances to the CIRC.
Article 40: For the purposes of Article 28 of the Regulations, the term "newspapers" means newspapers designated by the CIRC.
第二十三条 《条例》第十一条第五项所称主要负责人，是指拟设外国保险公司分公司的总经理。
Article 41: Foreign property insurance companies shall apply to the CIRC for the dissolution of their branches within the territory of China, and shall submit the following materials:
(1) an application letter signed by the foreign property insurance company's chairman of the board of directors, or its general manager;
对拟任外国保险公司分公司主要负责人的授权书，是指由外国保险公司董事长或者总经理签署的、对拟任外国保险公司分公司总经理的授权书。
(2) composition of the proposed liquidation committee and the liquidation plan; and
(3) plans concerning the treatment of outstanding liabilities.
授权书应当明确记载被授权人的权限范围。
Specific procedures for dissolution by foreign property insurance companies of their branches within the territory of China shall be handled in accordance with the Regulations and the relevant application procedures in these Rules for dissolution of joint venture and wholly foreign-owned property insurance companies.
Where the parent company of a branch of a foreign property insurance company is dissolved, shut down in accordance with the law or declared bankrupt, the liquidation and treatment of liabilities of such branch shall be handled in accordance with Article 30 of the Regulations and corresponding provisions in these Rules concerning dissolution of joint venture and wholly foreign-owned property insurance companies.
第二十四条 《条例》第十一条第六项所称拟设公司的高级管理人员，应当符合中国保监会规定的任职资格条件。
Article 42: Foreign-invested insurance companies that violate relevant provisions of these Rules shall be penalized by the CIRC in accordance with the Insurance Law, the Regulations and other laws and administrative regulations.
Article 43: Documentation, materials and written reports required by the Regulations and these Rules to be submitted and delivered shall be provided in the Chinese language. Where there is discrepancy between the Chinese language version and the foreign language version, the Chinese language version shall prevail.
外国保险公司分公司的高级管理人员，应当具备保险公司总公司高级管理人员的任职资格条件。
Article 44: Any time period stipulated in the Regulations and these Rules shall be calculated from the date on which the relevant materials are received by the CIRC. Where the application documentation provided by the applicant is incomplete and requires subsequent submission, the time period shall be calculated afresh from the date on which the materials subsequently submitted are received by the CIRC.
Relevant approval and reporting time periods stipulated in these Rules shall refer to working days.
第二十五条 《条例》第十一条第九项所称拟设公司的营业场所的资料，是指营业场所所有权或者使用权的证明文件。
Article 45: In the case of administration of foreign-invested insurance companies that is not provided in the Regulations and these Rules, other laws, administrative regulations and relevant stipulations of the CIRC shall be applicable.
The establishment of foreign-invested reinsurance companies shall be handled in accordance with the Establishment of Reinsurance Company Provisions. Where it is not provided in the Establishment of Reinsurance Company Provisions, these Rules shall be applicable.
《条例》第十一条第九项所称与业务有关的其他设施的资料，至少包括计算机设备配置、网络建设情况以及信息管理系统情况。
Article 46: The Regulations and these Rules shall, mutatis mutandis, apply to insurance companies that are established and operated in the Mainland by insurance companies from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan. Where laws, administrative regulations or administrative agreements provide otherwise, such stipulations shall be applicable.
Article 47: These Rules shall come into effect as of June 15 2004.
第二十六条 《条例》和本细则要求申请设立外资保险公司的外国保险公司提供的下列文件或者资料，应当经所在国家或者地区依法设立的公证机构公证，或者经中国驻该国使、领馆认证：
1 Translation provided by Boss & Young, Attorneys at Law.
clp reference:3910/04.05.13(2)promulgated:2004-05-13effective:2004-06-15This premium content is reserved for
China Law & Practice Subscribers.
A Premium Subscription Provides:
- A database of over 3,000 essential documents including key PRC legislation translated into English
- A choice of newsletters to alert you to changes affecting your business including sector specific updates
- Premium access to the mobile optimized site for timely analysis that guides you through China's ever-changing business environment
Already a subscriber? Log In Now