Circular on Matters Relevant to the Investment of Insurance Capital in Venture Capital Funds
关于保险资金投资创业投资基金有关事项的通知
Insurance capital allowed to invest in venture capital.
(Issued by the China Insurance Regulatory Commission on, and effective as of, December 12 2014.)
(中国保险监督管理委员会于二零一四年十二月十二日发布施行。)
保监发〔2014〕101号
各保险集团（控股）公司、保险公司、保险资产管理公司：
为贯彻落实《国务院关于加快发展现代保险服务业的若干意见》（国发〔2014〕29号）精神，规范保险资金投资创业投资基金行为，支持科技型企业、小微企业、战略性新兴产业发展，防范投资风险，根据《保险资金运用管理暂行办法》等监管规定，现将有关事项通知如下：
一、本通知所称创业投资基金，是指依法设立并由符合条件的基金管理机构管理，主要投资创业企业普通股或者依法可转换为普通股的优先股、可转换债券等权益的股权投资基金。
本通知所称创业企业，是指处于初创期至成长初期，或者所处产业已进入成长初期但尚不具备成熟发展模式的未上市企业。
二、保险资金可以投资创业投资基金。保险资金投资创业投资基金的基金管理机构应当符合下列条件：
（一）依法设立，公司治理、内控机制和管理制度健全有效，具有5年以上创业投资管理经验，历史业绩优秀，累计管理创业投资资产规模不低于10亿元；
（二）为创业投资基金配备专属且稳定的管理团队，拥有不少于5名专业投资人员，成功退出的创业投资项目合计不少于10个，至少3名专业投资人员共同工作满5年；投资决策人员具备5年以上创业投资管理经验，其中至少2人具有3年以上企业管理运营经验；
（三）建立激励约束机制、跟进投资机制、资产托管机制和风险隔离机制，管理的不同资产之间不存在利益冲突；
（四）接受中国保监会涉及保险资金投资的质询，并报告有关情况；
（五）最近三年不存在重大违法违规行为。
三、保险资金投资的创业投资基金，应当不是基金管理机构管理的首只创业投资基金，且符合下列条件：
（一）所投创业企业在境内依法设立，符合国家产业政策，具有优秀的管理团队和较强的成长潜力，企业及主要管理人员无不良记录；
（二）单只基金募集规模不超过5亿元；
（三）单只基金投资单一创业企业股权的余额不超过基金募集规模的10%；
（四）基金普通合伙人（或基金管理机构）及其关联方、基金主要管理人员投资或认缴基金余额合计不低于基金募集规模的3%。
四、保险公司投资创业投资基金，应当具备股权投资能力，投资时上季度末偿付能力充足率不低于120%，投资规范、风险控制、监督管理等遵循《保险资金投资股权暂行办法》及相关规定。
五、保险公司应当强化分散投资原则，投资创业投资基金的余额纳入权益类资产比例管理，合计不超过保险公司上季度末总资产的2%，投资单只创业投资基金的余额不超过基金募集规模的20%。
六、保险资金可以通过投资其他股权投资基金间接投资创业企业，或者通过投资股权投资母基金间接投资创业投资基金。投资其他股权投资基金和股权投资母基金的基金管理机构、主要投向、管理运作等应当符合中国保监会关于保险资金间接投资股权的规定。
七、保险资金投资创业投资基金的基金管理机构可以聘请专业机构提供相关服务，包括托管机构、投资咨询机构、募集代理机构、律师事务所、会计师事务所等，上述机构应当符合相关监管规定，并接受中国保监会涉及保险资金投资的质询，报告有关情况。
八、保险公司、基金管理机构、托管机构应当按照《保险资金投资股权暂行办法》及相关规定，向中国保监会报告保险资金投资创业投资基金的资金运作情况。
基金管理机构应当于基金募集保险资金后20个工作日内，向中国保监会或其指定的信息登记平台报送基金相关信息。
九、保险公司、基金管理机构或专业机构违反本通知及相关监管规定的，中国保监会有权责令相关当事人改正，并依法给予行政处罚或列入负面清单管理。
十、本通知自发布之日起施行。有关监管政策与本通知不一致的，以本通知为准。
Bao Jian Fa [2014] No.101
Insurance group (holding) companies, insurance companies and insurance asset management companies:
With a view to thoroughly implementing the spirit of the State Council, Several Opinions on Accelerating the Development of the Modern Insurance Service Industry (Guo Fa [2014] No.29), regulating the investment of insurance capital in venture capital funds, supporting the development of technology enterprises, micro and small enterprises, and strategic new industries, and guarding against investment risks, we, pursuant to regulatory provisions such as the Tentative Measures for the Administration of the Application of Insurance Capital, etc., hereby notify you of relevant matters as follows:
1. For the purposes of this Circular, the term “venture capital fund” means an equity investment fund that has been lawfully established, is managed by a qualified fund management institution and mainly invests in equity interests in venture enterprises such as their common shares, preference shares lawfully convertible into common shares and convertible bonds.
For the purposes of this Circular, the term “venture enterprise” means an unlisted enterprise presently in its start-up to early growth period or in an industry that has entered its early growth period but still does not have a mature growth model.
2. Insurance capital may be invested in venture capital funds. The institution that manages a venture capital fund in which insurance capital is invested shall satisfy the following conditions:
(1) having been lawfully established, its corporate governance, internal control mechanisms and management systems being sound and effective, having at least five years of venture capital management experience, having an excellent track record and having cumulative venture capital assets under its management of not less than Rmb1 billion;
(2) having a dedicated and stable management team for the venture capital fund, having not fewer than five members of professional investment personnel, having successfully divested from a total of not fewer than 10 venture capital projects, and having not fewer than three members of professional investment personnel who have worked together for at least five years; and having investment decision-making personnel with at least five years of venture capital management experience, of whom not fewer than two have at least three years of enterprise management and operation experience;
(3) having established an incentive and constraint mechanism, investment tracking mechanism, asset custody mechanism and risk isolation mechanism, and there being no conflict of interest between different assets under its management;
(4) submitting to inquiries by the China Insurance Regulatory Commission (CIRC) regarding its investment of insurance capital and reporting relevant information; and
(5) not having committed a major violation of laws or regulations in the most recent three years.
3. A venture capital fund in which insurance capital is to be invested shall not be the first venture capital fund managed by the fund management institution and shall satisfy the following conditions:
(1) the venture enterprises in which it invests having been lawfully established in China, complying with state industrial policy, having excellent management teams and a relatively strong growth potential, and the enterprises and their chief management personnel not having records of improper acts;
(2) the offering size of any single fund not exceeding Rmb500 million;
(3) the balance of the investment by any one fund in the equity of any one venture enterprise not exceeding 10% of the offering size of the fund; and
(4) the balance of the investment in or subscription for the fund by the general partners of the fund (or fund management institution), their affiliates and the chief management personnel of the fund totaling not less than 3% of the offering size of the fund.
4. An insurance company that invests in a venture capital fund shall have equity investment capabilities and a solvency adequacy ratio of not less than 120% as at the end of the preceding quarter before the investment. Its investment codes, risk controls, regulation, etc. shall comply with the Tentative Measures for Equity Investment with Insurance Capital and related provisions.
5. An insurance company shall stress the principle of investment diversification, the balance invested in venture capital funds shall be managed as part of its equity asset ratio and, in total, shall not exceed 2% of its total assets as at the end of the preceding quarter, and the balance invested in any single venture capital fund shall not exceed 20% of the offering size of the fund.
6. Insurance capital may be invested indirectly in a venture enterprise through investment in another equity investment fund, or invested indirectly in a venture capital fund through investment in a fund of equity investment funds. The institution that manages, and the main investment orientation, management and operation, etc. of the fund that invests in another equity investment fund or a fund of equity investment funds shall comply with CIRC provisions on the indirect investment of insurance capital in equity.
7. The institution that manages a venture capital fund in which insurance capital is invested may engage professional firms to provide relevant services, including custodial institutions, investment consulting firms, offering agencies, law firms, accounting firms, etc. The foregoing institutions shall be in compliance with relevant regulatory provisions, submit to questioning by the CIRC regarding the investment of insurance capital and report relevant information.
8. An insurance company, the fund management institution and the custodial institution shall report to the CIRC on the details of the application of insurance capital invested in a venture capital fund in accordance with the Tentative Measures for Equity Investment with Insurance Capital and related provisions.
A fund management institution shall submit fund related information to the CIRC or its designated information registration platform within 20 working days after the fund has attracted insurance capital.
9. If an insurance company, fund management institution or professional firm violates this Circular or related regulatory provisions, the CIRC shall have the authority to order the relevant parties to rectify the matter and impose administrative penalties or place them on the negative management list in accordance with the law.
10. This Circular shall be effective as of the date of issuance. In the event of a discrepancy between relevant regulatory policies and this Circular, this Circular shall prevail.
clp reference:保监发〔2014〕101号prc reference:3910/14.12.12promulgated:2014-12-12effective:2014-12-12
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