Measures for the Administration of the Information Disclosure of Insurance Companies

(Promulgated by the China Insurance Regulatory Commission on May 12 2010 and effective as of June 12 2010.)

Order of the CIRC [2010] No.7

Part One: General provisions

Article 1: These Measures have been formulated pursuant to laws and administrative regulations such as the PRC Insurance Law in order to regulate information disclosure of insurance companies, safeguard the lawful rights and interests of proposers, the insured and beneficiaries, and promote the healthy development of the insurance industry.

Article 2: For the purposes of these Measures, the term “insurance company” means a commercial insurance company, the establishment of which is approved by the insurance regulator and that is registered in accordance with the law.

For the purposes of these Measures, the term “information disclosure” means the act whereby an insurance company makes information on its operations and management known to the public.

Article 3: Information disclosure of insurance companies shall comply with the principles of truthfulness, accuracy, completeness, timeliness and validity, and be free of any false records, misleading statements or material omissions.

Information disclosure of insurance companies shall, to the extent possible, use vernacular and easily understandable language.

Article 4: Insurance companies shall carry out information disclosure in accordance with laws, administrative regulations, and provisions of the China Insurance Regulatory Commission (the CIRC).

Insurance companies may, on the basis specified in laws, administrative regulations and CIRC provisions, disclose additional information.

Article 5: The CIRC shall oversee information disclosure of insurance companies in accordance with laws and the authority bestowed upon it by the State Council.

Part Two: Contents of information disclosure

Article 6: An insurance company shall disclose the following information;

(1) its basic particulars;

(2) financial accounting information;

(3) information on its risk management position;

(4) information on the operations of its insurance products;

(5) information on its solvency;

(6) information on material affiliated transactions; and

(7) information on material events.

Article 7: The basic particulars disclosed by an insurance company shall include a corporate overview and an overview of its corporate governance.

Article 8: The corporate overview disclosed by an insurance company shall include the following:

(1) its statutory name and abbreviation;

(2) its registered capital;

(3) its place of registration;

(4) the date of its establishment;

(5) its scope of business and business territory;

(6) its legal representative;

(7) its customer service telephone number and complaint telephone number;

(8) the places of business and contact telephone numbers of its establishments; and

(9) a list of the insurance products that it deals in and their terms.

Article 9: The overview of its corporate governance disclosed by an insurance company shall include the following:

(1) the major resolutions adopted by its shareholders' general meeting (shareholders' meeting) during the most recent three years;

(2) the résumés of its directors and details of the performance of their duties;

(3) the résumés of its supervisors and details of the performance of their duties;

(4) the résumés and duties of its senior management personnel and details of the performance of their duties;

(5) details of the establishment of its departments; and

(6) the shareholders that hold at least 5% of its shares and details of their shareholdings.

Article 10: The financial accounting information for the preceding year disclosed by an insurance company shall be consistent with its audited annual financial accounting report and include the following:

(1) its financial statements, including the balance sheet, profit and loss statement, cash flow statement and statement of owners' equity;

(2) the notes to its financial statements, including the basis for preparation of the financial statements, an account of its major accounting policies and accounting estimates, an account of changes in its major accounting policies and accounting estimates, contingencies, an account of post-balance sheet events and off-balance sheet business, an account of reinsurance arrangements that have a material impact on its financial position, an account of enterprise mergers or divisions and details of the major items on the financial statements;

(3) the major audit opinion in the audit report, and if the audit opinion contains an explanatory paragraph, qualified opinion, disclaimer of opinion or adverse opinion, it shall give an explanation thereof.

The annual financial report of an insurance company that has actually been operating for not more than three months need not be audited.

Article 11: The information on its risk management position disclosed by an insurance company shall be consistent with the annual risk assessment report considered by the board of directors and include the following:

(1) risk assessments, including the identification and assessment of insurance risks, market risks, credit risks, operational risks and other such major risks; and

(2) risk control, including a brief description of its risk management organisational system, and its overall risk management strategy and details of the implementation thereof.

Article 12: The information on the products it deals in disclosed by a life insurance company refers to details of the operations of the insurance products that rank in the top five in terms of insurance premium income during the preceding year, including the premium income from the products and the standard premium income on new policies.

Article 13: The information on the products it deals in disclosed by a property insurance company refers to details of the operations of the commercial insurance types that rank in the top five in terms of insurance premium income during the preceding year, including the names of the insurance types, insured amounts, premium income, claim disbursements, reserves and underwriting profit.

Article 14: Information on its solvency during the preceding year disclosed by an insurance company shall include the following:

(1) its actual capital and minimum capital;

(2) its capital surplus or shortage;

(3) position of its solvency adequacy ratio; and

(4) any change in its solvency adequacy ratio as compared to the year prior to the report and the reasons therefor.

If the insurance company's solvency adequacy ratio is inadequate, it shall give the reasons therefor.

Article 15: The information on material affiliated transactions disclosed by an insurance company shall include the following:

(1) the transaction counterparties;

(2) the pricing policies;

(3) the objectives of the transactions;

(4) the internal approval procedure for the transactions;

(5) the impact of the transactions on its financial and business positions during the current period and in the future; and

(6) the opinions of the independent directors thereon.

The determination and calculation of material affiliated transactions shall comply with relevant CIRC provisions.

Article 16: If any of the following material events arises, an insurance company shall disclose relevant information thereon and give a brief account thereof:

(1) there is a change in its controlling shareholder or de facto controller;

(2) its chairman of the board or general manager is replaced;

(3) the number of persons in the aggregate replaced on the board of directors during the year exceeds one-third of the members of the board;

(4) there is a change in its name, registered capital or place of registration;

(5) there is a material change in its scope of business;

(6) it is merged, divided, dissolved or files for bankruptcy;

(7) it closes down a provincial-level branch;

(8) its solvency becomes inadequate or a material change therein occurs;

(9) it makes a material strategic investment, pays out a material settlement or makes a material investment loss;

(10) a criminal sentence is imposed on it or its chairman of the board or general manager for an economic crime;

(11) it is involved in a material legal action or arbitration procedure;

(12) an administrative penalty is imposed on it or a provincial-level branch by the CIRC;

(13) it replaces or dismisses early its accounting firm; or

(14) another event as specified by the CIRC occurs.

Part Three: Method and time of information disclosure

Article 17: An insurance company shall establish a company internet website on which it will disclose relevant information in accordance herewith.

Article 18: An insurance company shall disclose its basic particulars on the company internet website.

In the event of a change in its basic particulars, an insurance company shall update the same within 10 working days from the date of the change.

Article 19: An insurance company shall prepare annual information disclosure reports which shall contain the information specified in Items (2) to (5) of Article 6 hereof.

An insurance company shall publish its annual information disclosure report on the company internet website and in the newspapers designated by the CIRC by April 30 of each year.

Article 20: If an event as specified in Item (6) or (7) of Article 6 hereof occurs, an insurance company shall prepare an extraordinary information disclosure report and post the same on the company internet website within 10 working days from the date on which the event occurred.

Article 21: If an insurance company is unable to punctually carry out an information disclosure, it shall post on the company internet website the reason why it cannot punctually carry out the disclosure and the anticipated date of the disclosure before the expiration of the prescribed deadline for disclosure.

The date of a delayed disclosure may not be later than 20 working days after the expiration of the prescribed deadline for disclosure.

Article 22: An insurance company's internet website shall retain the company's annual information disclosure reports for the most recent five years and its extraordinary information disclosure reports for the most recent three years.

Article 23: If an insurance company discloses information elsewhere than on the company internet website or in the newspapers designated by the CIRC, the contents thereof may not conflict with that disclosed on the company website or in the newspapers designated by the CIRC and the date of such disclosure may not be earlier than that of the disclosure on the company website or in the newspapers designated by the CIRC.

Part Four: Management of information disclosure

Article 24: An insurance company shall establish an information disclosure management system and report the same to the CIRC. An insurance company's information disclosure management system shall include the following:

(1) the contents and basic format of information disclosure;

(2) the information review and publication procedure;

(3) the division of responsibilities for information disclosure, the department handling the same and the assessment system; and

(4) the liability pursuit system.

Article 25: The board secretary of an insurance company shall be responsible for the management of information disclosure by the company. If an insurance company does not have a board of directors, it shall designate a senior officer to manage information disclosure.

The insurance company shall report the contact information for the board secretary or the designated senior officer and of the department handling information disclosure to the CIRC.

Article 26: An insurance company shall establish a dedicated information disclosure column in a prominent location on the main page of its internet website.

Article 27: An insurance company shall strengthen development of its internet website, safeguard the security thereof and facilitate access to information by the public.

Article 28: An insurance company shall effect its information disclosure in the Chinese language. If it simultaneously discloses versions in Chinese and a foreign language, the contents of both versions shall be consistent; in the event of a discrepancy between the two versions, the Chinese version shall prevail.

Part Five: Supplementary provisions

Article 29: If the CIRC provides otherwise in respect of the disclosure of information on the operations of insurance products and other information, such provisions shall prevail.

Article 30: These Measures shall not apply to insurance group companies, policy insurance companies and reinsurance companies, except in the case of insurance group companies that directly engage in insurance business.

These Measures shall apply mutatis mutandis to branches of foreign insurance companies that directly engage in insurance business.

Article 31: A listed insurance company that has, in accordance with the requirements in respect of information disclosure by listed companies, disclosed the relevant information specified herein may be exempted from redundant disclosure thereof.

Article 32: The CIRC shall be in charge of the interpretation of these Measures.

Article 33: These Measures shall be effective as of June 12 2010.