保险公司次级定期债务管理暂行办法 Temporary Measures for Administration of Subordinated Term Debts of Insurance Compa

uance and release of these documents shall comply with the relevant stipulations of the CIRC.

　　Article 23

　　When issuing a subordinated debt， an insurance company shall make prospectus and other information disclosing documents in accordance with relevant stipulations of the CIRC. It shall make sure that all information having substantial effects on subscribers shall be disclosed on a truthful， accurate， complete， and timely basis. However， the information shall not be published via media or in any disguised form.

　　The issuer and the parties involved shall not mislead investors into purchasing the subordinated debt by any means.

　　Article 24

　　The issuer shall prominently display in the prospectus such a statement as “Investors purchasing the subordinated debt shall read carefully this prospectus and the related information-disclosing documents and make independent investment decisions. The approval of the issuance of this subordinated term debt by the China Insurance Regulatory Committee indicates neither the regulatory appraisal of the debt‘s investment value nor the regulatory judgment of the debt’s investment risk.”

　　Article 25

　　The issuer shall specify clearly in the clauses of its prospectus that

　　1. Only on the condition that the solvency adequacy of the issuer will be no less than 100 percent after principal repayment and interest payment of the subordinated debt may the issuer repay the principal and pay the interest；

　　2. In case the issuer fails to pay the interest or repay the principal on time， the creditors are not entitled to appeal to the court for bankruptcy liquidation of the issuer；

　　3. If the issuer legally enters a bankruptcy liquidation procedure， the subordinated debt is junior to all non-subordinated debts in terms of ranking of principal repayment and interest payment.

　　Article 26

　　The clauses in the prospectus shall be specific and clear， and disclose adequately to the investors the stipulations of these Measures regarding issuance， redemption， deferring， principal repayment and interest payment of the subordinated debt， and define in detail the obligations and rights of both parties o

f the subordinated debt； and the contents of the clauses shall not violate laws， administrative regulations， or the mandatory stipulations of the CIRC.

　　The prospectus shall at least cover

　　1. Size， term （starting date and ending date）， interest rate， and range of subscribers；

　　2. Purpose of the funds raised；

　　3. Legal conditions， time， procedure， and means of principal repayment and interest payment；

　　4. Transfer and premature redemption of the subordinated debt；

　　5. Liabilities for breach of contract of the issuer and the creditors of the subordinated debt；

　　6. The intermediary and its liabilities.

　　In case the issuer has had the issuance of the subordinated debt rated， the contents of the credit rating report and follow-up rating arrangement shall be included in the prospectus.

　　Article 27

　　During the term of the subordinated debt， the issuer shall， within 4 months after completion of every fiscal year， disclose to the creditors of the subordinated debt the special financial report on the subordinated debt of the previous year. The report shall at least cover

　　1. Audited financial statements；

　　2. Table of solvency margin status， table of minimal solvency margin calculation， table of admitted assets and table of admitted liabilities that have been audited；

　　3. Principal repayment and interest payment of the debt；

　　4. Utilization of the funds raised；

　　5. Major investment， affiliated transactions， etc. that have an effect on the principal repayment and interest payment of the subordinated debt；

　　6. Other information that has a major effect on the creditors of the subordinated debt.

　　If the issuer has arranged a follow-up rating， information regarding the follow-up rating shall also be included.

　　Article 28

　　The issuer shall inform the creditors of the subordinated debt of the following cases on a timely basis if any of them occurs：

　　1. Major unfavorable changes of the solvency status；

　　2. Anticipated inability to pay the interest or repay the principal of matured subordinated debt；

　　3. Signing any guarantee contract that may have a major effect on the principal repayment and interest payment of the subordinated debt and other important contracts；

　　4. Severe deficit or loss amounting to over 10 percent of the net assets value；

　　5. Major arbitration cases or lawsuits；

　　6. Capital reduction， merger， split， dissolution， or bankruptcy application；

　　7. Planning to conduct major debt restructuring.

　　Chapter 5

　　Supervision and Administration

　　Article 29

　　The CIRC may require an insurance company violating these Measures to make correction within a specified time period and may adopt the following supervisory measures as it sees fit：

　　1. Ordering the insurance company to replace the senior managerial personnel directly responsible and other personnel directly responsible；

　　2. Refusing to accept any application for issuing a subordinated debt submitted by the insurance company within 3 years；

　　3. Suspending recognition of the sum of subordinated debt that can be incorporated in the supplementary capital of the insurance company；

　　4. Organizing a team to rectify the insurance company.

　　Article 30

　　In case an insurance company violates these Measures， harms the public interest and may endanger or has already endangered its solvency， the CIRC may take over the insurance company in accordance with the law.

　　Article 31

　　The CIRC may give a warning to and inflict in isolation or combination a fine between 5，000 and 30，000 RMB on the insurance company， its senior managerial personnel directly responsible and other personnel directly responsible for violation of these Measures； In the event of suspicion of a

crime， the case will be handed over to judicial authorities in accordance with law and be prosecuted.

　　Chapter 6

　　Supplementary Provisions

　　Article 32

　　The CIRC shall be responsible for the interpretation and the amendment of these Measures.

　　Article 33

　　These Measures shall take effect from the date of promulgation

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