Measures for the Administration of Related Transactions of Banking and Insurance Institutions
China Banking and Insurance Regulatory Commission Order [2022] No. 1
Issuing authority: China Banking and Insurance Regulatory Commission
Text number: China Banking and Insurance Regulatory Commission Order [2022] No. 1
Source: CBIRC website
Topic classification: Finance, Finance, Audit\Insurance
Types of documents: command (order)
Chapter 1 General Provisions
Article 1 In order to strengthen prudential supervision, regulate the related transactions of banking and insurance institutions, prevent related transaction risks, and promote the safe, independent and stable operation of banking and insurance institutions, in accordance with the Company Law of the People's Republic of China and the Banking Supervision and Administration Law of the People's Republic of China, the Law of the People's Republic of China on Commercial Banks, the Insurance Law of the People's Republic of China, and the Trust Law of the People's Republic of China, these Measures are formulated.
Article 2 Bancassurance institutions as mentioned in these Measures include banking institutions, insurance institutions and trust companies, financial asset management companies, financial leasing companies, auto finance companies and consumer finance companies legally established within the territory of the People's Republic of China.
Banking institutions refer to commercial banks, policy banks, village banks, rural credit cooperatives, and rural cooperative banks legally established within the territory of the People's Republic of China.
Insurance institutions refer to insurance group (holding) companies, insurance companies and insurance asset management companies legally established within the territory of the People's Republic of China.
Article 3 Banking and insurance institutions shall abide by laws and regulations and relevant regulatory provisions when conducting Related transactions, improve corporate governance structure, improve internal control and risk management, and follow the principles of good faith, openness and fairness, penetrating identification, and clear structure.
Bancassurance institutions shall not conduct interest transfer or regulatory arbitrage through related transactions, and shall take effective measures to prevent affiliates from taking advantage of their special status to infringe upon the interests of bancassurance institutions through Related transactions.
Bancassurance institutions shall maintain operational independence, improve market competitiveness, control the number and scale of Related transactions, avoid complex arrangements such as multi-level nesting, and focus on preventing risks of transferring benefits to shareholders and their affiliates.
Article 4 The China Banking and Insurance Regulatory Commission and its dispatched offices shall supervise and administer the related transactions of banking and insurance institutions in accordance with the law.
Chapter II Related Parties
Article 5 A related party of a bancassurance institution refers to a natural person, legal person or unincorporated organization that exists with a bancassurance institution and one party controls the other party, or exerts a significant influence on the other party, and is controlled or significantly influenced by one party with the bancassurance institution. .
Article 6 The Related natural persons of banking and insurance institutions include:
(1) The natural person controlling shareholder and actual controller of the banking and insurance institution, as well as persons acting in concert and the ultimate beneficiary;
(2) A natural person who holds or controls more than 5% of the equity of a bancassurance institution, or a natural person who holds less than 5% of the equity but has a significant influence on the operation and management of the bancassurance institution;
(3) Directors, supervisors, and senior managers of the head office (head office) and important branches (branch companies) of banking and insurance institutions, as well as personnel with the approval or decision-making authority for core businesses such as large-amount credit, asset transfer, and insurance fund utilization;
(4) The spouses, parents, adult children and brothers and sisters of the related parties listed in items (1) to (3) of this article;
(5) Directors, supervisors and senior managers of related parties listed in Items (1) and (2) of Article 7 of these Measures.
Article 7 The Related legal person or unincorporated organization of a bancassurance institution includes:
(1) The legal person controlling shareholder, actual controller, and persons acting in concert and ultimate beneficiaries of the banking and insurance institution;
(2) Legal persons or unincorporated organizations that hold or control more than 5% of the equity of a bancassurance institution, or hold less than 5% of the shares but have a significant impact on the operation and management of the bancassurance institution, and their controlling shareholders, actual controllers, and concerted actions person, ultimate beneficiary;
(3) The legal person or unincorporated organization controlled or exerted significant influence by the related party listed in item (1) of this article, and the legal person or unincorporated organization controlled by the related party listed in item (2) of this article;
(4) Legal persons or unincorporated organizations controlled or exerted significant influence by banking and insurance institutions;
(5) Legal persons or unincorporated organizations controlled or exerted significant influence by related parties listed in Item (1) of Article 6 of these Measures; legal entity.
Article 8 Banking and insurance institutions may, in accordance with the principle of substance over form and penetration, identify the following natural persons, legal persons or unincorporated organizations as related parties:
(1) One of the circumstances specified in Articles 6 and 7 of these Measures has occurred within the past 12 months or within the next 12 months according to relevant agreements;
(2) Other close family members of the related parties listed in Items (1) to (3) of Article 6 of these Measures;
(3) Internal staff of banking and insurance institutions and the legal persons or other organizations they control;
(4) Items (2) (3) of Article 6 of these Measures, and legal persons or unincorporated organizations whose affiliates listed in Item (2) of Article 7 may exert significant influence;
(5) A natural person, legal person or unincorporated organization that has an influence on banking and insurance institutions, or has or may have transactions with banking and insurance institutions that do not comply with commercial principles and that are unfair, and which can be used to obtain benefits from the transactions.
Article 9 The CBIRC or its dispatched offices may, according to the principle of substance over form and penetration, identify natural persons, legal persons or unincorporated organizations that may lead to the transfer of interests of banking and insurance institutions as related parties.
Chapter III Related Transactions
Article 10 The Related transaction of a bancassurance institution refers to the transfer of interests between a bancassurance institution and a related party.
Article 11 Banking and insurance institutions shall, in accordance with the principle of substance over form and penetration, identify, identify and manage Related transactions and calculate the amount of Related transactions.
When calculating the balance of related-party transactions between a related natural person and a bancassurance institution, the related-party transactions of their spouses, parents, adult children, brothers and sisters, etc. with the bancassurance institution shall be calculated together; When the balance is calculated, the associated transactions between the legal person or unincorporated organization with which it has a controlling relationship and the banking insurance institution shall be calculated on a consolidated basis.
Article 12 The CBIRC or its dispatched offices may identify related party transactions based on the principles of substance over form and penetrating supervision.
The CBIRC may set or adjust the regulatory ratio of related party transactions applicable to bancassurance institutions based on the corporate governance status of the bancassurance institution, the risk status of related party transactions, and the type and characteristics of the institution.
Section 1 Related Transactions of Banking Institutions
Article 13 The Related transactions of banking institutions include the following types:
(1) Credit-granting related-party transactions: refers to the financial support provided by the banking institution to the related parties, or the guarantee of the related parties’ compensation and payment responsibilities that may arise in the relevant economic activities, including loans (including trade financing), bill acceptance and discounting, overdraft, bond investment, investment in specific-purpose vehicles, issuance of letters of credit, factoring, guarantees, letters of guarantee, loan commitments, securities repurchase, lending, and other on- and off-balance sheet businesses where the credit risk is substantially borne by banking institutions;
(2) Asset transfer related transactions: including the purchase and sale of movable and immovable properties for self-use between banking institutions and related parties, the purchase and sale of credit assets and the right to receive (receive) benefits, and the receipt and disposal of foreclosed assets;
(3) Service-related transactions: including credit assessment, asset assessment, legal services, consulting services, information services, audit services, technology and infrastructure services, property leasing, and entrusted or entrusted sales, etc.;
(4) Deposits and other types of related party transactions, and matters that may lead to the transfer of interests of the banking institution as determined in accordance with the principle of substance over form.
Article 14 The Related transactions of banking institutions are divided into major Related transactions and general Related transactions.
Significant related-party transactions of banking institutions refer to transactions in which a single transaction between a banking institution and a single related party reaches more than 1% of the net capital of the banking institution at the end of the previous quarter, or cumulatively reaches more than 5% of the net capital of the banking institution at the end of the previous quarter.
After the cumulative transaction amount between a banking institution and a single related party reaches the standard in the preceding paragraph, the subsequent related party transactions shall be re-identified as major related party transactions every time the cumulative amount reaches more than 1% of the net capital at the end of the previous quarter.
General related party transactions refer to other related party transactions other than major related party transactions.
Article 15 The calculation method of the amount of related transactions of banking institutions is as follows:
(1) In principle, the credit-granting related party transaction shall be calculated based on the amount of the signed agreement;
(2) The transaction amount is calculated based on the transaction price or fair value of the related-party transaction of asset transfer;
(3) For related-party transactions in the service category, the transaction amount is calculated based on the amount of business income or expenditure;
(4) Other calculation criteria determined by the CBIRC.
Article 16 The credit balance of a banking institution to a single related party shall not exceed 10% of the net capital of the banking institution at the end of the previous quarter. The aggregate credit balance of a banking institution to a group customer of a single Related legal person or unincorporated organization shall not exceed 15% of the banking institution's net capital at the end of the previous quarter. The credit balance of the banking institution to all related parties shall not exceed 50% of the net capital of the banking institution at the end of the previous quarter.
When calculating the credit balance, the margin deposit provided by the related party and the pledged bank deposit certificate and treasury bond amount can be deducted when the credit is granted.
When conducting interbank business with related parties, a banking institution shall abide by the relevant regulations on interbank business at the same time. The inter-bank business between banking institutions and domestic and overseas related banks, and the business between foreign-funded banks and banks within the parent bank group may not be subject to the ratio provisions listed in paragraph 1 of this article and the standards for major Related transactions in Article 14 of these Measures.
Banking institutions that have been subject to risk disposal or takeover measures by the CBIRC or its dispatched offices may not be subject to the provisions on the proportions listed in this article with the approval of the CBIRC.
Section 2 Related Transactions of Insurance Institutions
Article 17 The Related transactions of insurance institutions include the following types:
(1) Related-party transactions related to the use of funds: including bank deposits with related parties; direct or indirect trading of bonds, stocks and other securities, investment in equities, real estate and other assets of related parties; direct or indirect investment in financial products issued by related parties, or invest in financial products whose underlying assets include assets of related parties.
(2) Service-related transactions: including audit services, actuarial services, legal services, consulting services, asset appraisal, technology and infrastructure services, entrusted or entrusted management of assets, leased assets, etc.
(3) Interest-transfer related party transactions: including donation, giving or receiving financial assistance, transfer of rights, guarantee, transfer of creditor’s rights and debts, waiver of the right of priority, the right to increase capital in the same proportion or other rights, etc.
(4) Insurance business and other types of related party transactions, and matters that may lead to the transfer of interests of insurance institutions as determined in accordance with the principle of substance over form.
Article 18 The amount of related party transactions of insurance institutions shall be calculated based on the transaction consideration or the transferred benefits. The specific calculation method is as follows:
(1) For connected transactions involving the use of funds, the transaction amount shall be calculated based on the investment amount of insurance funds. Among them, if investing in financial products issued by related parties and the underlying assets involve other related parties, the transaction amount will be calculated based on the investment amount; if investing in financial products issued by related parties and the underlying assets do not involve other related parties, the transaction amount will be calculated based on the issuance fee or investment management. The transaction amount is calculated based on the transaction fee; if the asset is purchased, the transaction amount is calculated based on the transaction price.
(2) For related-party transactions in the service category, the transaction amount is calculated based on the business income or expenditure amount.
(3) For related-party transactions of interest transfer, the transaction amount shall be calculated based on the subsidy amount, transaction price, guarantee amount, and the market value of the subject matter.
(4) Other calculation criteria determined by the CBIRC.
Article 19 The Related transactions of insurance institutions are divided into major Related transactions and general Related transactions.
Significant related-party transactions of insurance institutions refer to transactions in which a single or annual cumulative transaction amount between an insurance institution and a single related party reaches more than 30 million yuan and accounts for more than 1% of the audited net assets of the insurance institution at the end of the previous year.
After the accumulative transaction amount between an insurance institution and a single related party in one year reaches the standard in the preceding paragraph, the related party transactions that occur subsequently meet the standard in the preceding paragraph again, and shall be re-identified as a major connected transaction.
General related party transactions of insurance institutions refer to other related party transactions other than major related party transactions.
Article 20 The Related transactions in the use of funds of an insurance institution shall meet the following proportion requirements:
(1) The book balance of all related parties invested by the insurance institution shall not exceed the lower of 25% of the total assets of the insurance institution at the end of the previous year and the net assets at the end of the previous year;
(2) In the book balance of the insurance institution's investment in equity assets, real estate assets, other financial assets and overseas investments, the amount of investment in related parties shall not exceed 30% of the investment limit for the above-mentioned types of assets;
(3) The book balance of the insurance institution's investment in a single related party shall not exceed 30% of the insurance institution's net assets at the end of the previous year;
(4) When an insurance institution invests in a financial product, if the underlying assets involve the controlling shareholder, the actual controller or a related party of the controlling shareholder or the actual controller, the share of the financial product purchased by the insurance institution shall not exceed 50% of the total issuance of the product.
The book balance and purchase share of an insurance institution and its controlled non-financial subsidiary investment related parties shall be calculated on a consolidated basis and meet the aforesaid ratio requirements.
The aforesaid provisions do not apply to related-party transactions between insurance institutions and their controlled subsidiaries, as well as between controlled subsidiaries.
Section 3 Trust Companies and Other Non-Banking Financial Institutions
Related party transactions
Article 21 A trust company shall, in accordance with the principle of penetration and the principle of substance over form, strengthen the identification of related party transactions and the two-way verification of the source and use of funds for related party transactions.
Related-party transactions of trust companies are divided into major related-party transactions and general related-party transactions. A material related transaction refers to a single transaction between the inherent property of the trust company and a single related party, or between the trust property of the trust company and a single related party, which accounts for more than 5% of the registered capital of the trust company, or after the trust company has a transaction with a single related party, The transaction balance between the trust company and the related party accounts for more than 20% of the registered capital of the trust company. General related party transactions refer to other related party transactions other than major related party transactions.
Article 22 The Related transactions of financial asset management companies, financial leasing companies, auto finance companies, and consumer finance companies (hereinafter referred to as other non-bank financial institutions) include the following types:
(1) Asset-based connected transactions: including asset purchase and sale and entrusted (agent) disposal, asset reorganization (replacement), asset leasing, etc.;
(2) Fund-based related transactions: including investment, loan, financial leasing, borrowing, lending, deposit, guarantee, etc.;
(3) Related-party transactions based on intermediary services: including rating services, evaluation services, audit services, legal services, auction services, consulting services, business agency, intermediary services, etc.;
(4) Other types of related party transactions and matters that may lead to the transfer of interests of other non-banking financial institutions as determined in accordance with the principle of substance over form.
Article 23 The Related transactions of other non-bank financial institutions are divided into major Related transactions and general Related transactions.
Significant related-party transactions of other non-bank financial institutions refer to the amount of a single transaction between other non-bank financial institutions and a single related party reaching more than 1% of the net capital of other non-bank financial institutions at the end of the previous quarter, or the cumulative amount of other non-bank financial institutions. Transactions with more than 5% of net capital at the end of the quarter. Except for financial leasing companies.
A major related-party transaction of a financial leasing company means that the amount of a single transaction between a financial leasing company and a single related party reaches more than 5% of the net capital of the financial leasing company at the end of the previous quarter, or the cumulative amount reaches more than 10% of the net capital of the financial leasing company at the end of the previous quarter. 's transaction.
After the cumulative transaction amount between other non-bank financial institutions and a single related party reaches the standard in the preceding paragraph, the subsequent related party transactions shall be re-identified as major related party transactions every time the cumulative amount reaches more than 1% of the net capital at the end of the previous quarter. Except for financial leasing companies.
After the cumulative transaction amount between a financial leasing company and a single related party reaches the standard in the preceding paragraph, the subsequent related party transactions shall be re-identified as major related party transactions every time the cumulative amount reaches more than 5% of the net capital at the end of the previous quarter.
General related party transactions refer to other related party transactions other than major related party transactions.
Article 24 The amount of related-party transactions of other non-bank financial institutions is calculated based on the transaction consideration or transferred benefits, and the specific calculation methods are as follows:
(1) For asset-based related party transactions, the transaction amount shall be calculated at the transaction price;
(2) For capital-based connected transactions, the transaction amount shall be calculated based on the amount of the signed agreement;
(3) For connected transactions based on intermediary services, the transaction amount shall be calculated based on the amount of business income or expenditure;
(4) Other calculation criteria determined by the CBIRC.
Article 25 The balance of capital and asset-based transactions between financial asset management companies and their non-financial holding subsidiaries and related parties shall be calculated on a consolidated basis, and the relevant regulatory requirements of Article 16 of these Measures shall be applied with reference to financial assets. Except for related transactions between the management company and its controlled subsidiaries, as well as between controlled subsidiaries.
Financial asset management companies shall, with reference to the provisions of Chapter II of these Measures, include the related parties of controlled subsidiaries into the scope of related parties of the group.
Article 26 The financing balance of a financial leasing company to a single related party shall not exceed 30% of the net capital at the end of the previous quarter.
The total financing balance of the financial leasing company to all related parties shall not exceed 50% of the net capital at the end of the previous quarter.
The financing balance of a financial leasing company to a single shareholder and all its related parties shall not exceed the capital contribution of the shareholder in the financial leasing company, and shall satisfy the provisions of the first paragraph of this article at the same time.
This article does not apply to related transactions between financial leasing companies and their holding subsidiaries and project companies.
The balance of credit granted by an auto finance company to a single shareholder and its related parties shall not exceed the shareholder's capital contribution in the auto finance company.
Section 4 Prohibited Provisions
Article 27 Banking and insurance institutions shall not evade the approval or regulatory requirements for major Related transactions by covering up Related relationships, splitting transactions and other concealed means.
Bancassurance institutions shall not use various nested transactions to lengthen the financing chain, obscure the essence of business, evade regulatory regulations, and shall not raise funds in violation of regulations, transfer assets, idle arbitrage, or conceal risks for shareholders and their related parties.
Article 28 Banking institutions shall not directly provide funds to related parties through or through inter-bank, wealth management, off-balance sheet and other businesses, breaking the proportional limit or violating regulations.
Banking institutions shall not accept the Bank's equity as a pledge to provide credit. Banking institutions shall not provide guarantees (including contingencies equivalent to guarantees) for the financing behaviours of related parties, except that the related parties provide sufficient counter-guarantee with bank deposit certificates and government bonds.
If a banking institution provides credit to a related party and suffers a loss, it shall not provide credit to the related party within two years from the date of discovery of the loss, except for the approval of the board of directors of the banking institution in order to reduce the loss of the credit.
Article 29 Insurance institutions shall not break through regulatory restrictions through real estate projects, non-insurance subsidiaries, trust plans, investment in asset management products, or other channels, nesting methods, etc., to provide financing for related parties in violation of regulations.
Article 30 Financial asset management companies shall implement the provisions of Article 28 of these Measures by reference, and shall not carry out unsecured fund-based related party transactions with related parties, inter-bank lending, shareholder liquidity support and other regulations by financial regulatory agencies except. The debt dependence ratio of non-financial subsidiaries shall not exceed 30%, and if it is really necessary to rescue, in principle, it shall not exceed 70%, and shall report to the board of directors, the board of supervisors and the China Banking and Insurance Regulatory Commission within 3 working days after the rescue decision is made.
If a financial asset management company and its subsidiaries transfer the non-performing assets formed by themselves within the group, it shall be subject to the approval of the board of directors of the parent company of the group, unless the financial subsidiaries transfer in batches according to regulations.
Article 31 If a financial leasing company and an related party incur losses in an Related transaction based on assets and funds, they shall not add any new Related transaction based on assets or funds with the Related party within two years from the date of discovery of the loss. However, in order to reduce losses, unless approved by the board of directors of the financial leasing company.
Article 32 When a trust company conducts its own business, it shall not lend funds or transfer property to related parties, and shall not provide guarantees for related parties.
When a trust company conducts structured trust business, it shall not use stakeholders as inferior beneficiaries, and stakeholders include but are not limited to the trust company and all its employees, and the shareholders of the trust company.
When a trust company manages a collective fund trust plan, it shall not directly or indirectly apply the trust funds to the shareholders of the trust company and their related parties, unless the trust funds are wholly derived from the shareholders or their related parties.
Article 33 A banking and insurance institution with an E-level corporate governance regulatory assessment result shall not conduct credit-granting, capital-utilizing, or capital-based Related transactions. Except those approved by the China Banking and Insurance Regulatory Commission or its dispatched offices.
Article 34 Where a banking or insurance institution violates the provisions of these Measures, the China Banking and Insurance Regulatory Commission or its dispatched office shall order it to make corrections, including the following measures:
(1) Order to prohibit transactions with specific related parties;
(2) Requesting the issuance of audit reports on specific transactions;
(3) According to the risk status of related party transactions of the bancassurance institution, requiring the bancassurance institution to reduce the proportion requirements for the transaction amount of a single or all related parties, until the related party transactions are stopped;
(4) Ordering the replacement of accounting firms, professional appraisal agencies, law firms and other service agencies;
(5) Other measures that the CBIRC or its dispatched offices may take according to law.
Article 35 Where the directors, supervisors, senior managers or other relevant practitioners of a banking and insurance institution violate the provisions of these Measures, the CBIRC or its dispatched offices may take the following measures against the relevant responsible persons:
(1) Order to make corrections;
(2) Recording in the performance records and making industry reports;
(3) Order the banking and insurance institution to be held accountable;
(4) Other measures that the CBIRC or its dispatched offices may take according to law.
If the related parties of banking and insurance institutions violate the provisions of these Measures, the China Banking and Insurance Regulatory Commission or its dispatched offices may take measures such as public condemnation.
Article 36 If a shareholder who holds more than 5% equity of a bancassurance institution pledges more than 50% of the total equity of the bancassurance institution, the China Banking and Insurance Regulatory Commission or its dispatched office may restrict it from conducting related transactions with the bancassurance institution .
Chapter IV Internal Management of Related Party Transactions
Article 37 A banking and insurance institution shall formulate a management system for Related transactions.
The related party transaction management system includes the management structure of related party transactions and the corresponding division of responsibilities, identification, reporting, information collection and management of related parties, pricing, review, avoidance, reporting, disclosure, audit and accountability of related party transactions.
Article 38 A bancassurance institution shall manage the related party transactions between its controlled subsidiaries and related parties of the bancassurance institution, clarify the management mechanism, and strengthen risk management and control.
Article 39 The board of directors of a banking and insurance institution shall establish an Related transaction control committee to be responsible for Related transaction management, review and risk control. If the CBIRC has other provisions on the establishment of professional committees under the board of directors, such provisions shall prevail.
The board of directors is ultimately responsible for the management of related party transactions, and the related party transaction control committee, heads of departments involved in business departments, risk approval and compliance review are responsible for the compliance of related party transactions.
The Related Party Transactions Control Committee consists of three or more directors, with independent directors as the responsible persons. The related party transaction control committee should focus on the compliance, fairness and necessity of related party transactions.
A bancassurance institution shall set up a cross-departmental Related transaction management office at the management level, and its members shall include personnel from relevant departments such as compliance, business, risk control, and finance, and specify the leading department and set up special posts to be responsible for the identification and maintenance of Related parties, and Related transactions. Management and other daily affairs.
Article 40 A banking and insurance institution shall establish related party information files, determine the standards or lists of important branches and branches, and specify the scope of personnel who have approval or decision-making powers for core businesses such as large-amount credit, asset transfer, and use of insurance funds.
Banking and insurance institutions shall timely submit information on related parties, major related transactions, quarterly related transactions and other information to the CBIRC or its dispatched offices through the related information system for related transaction supervision to ensure the authenticity and accuracy of the data, and shall not conceal or omit reporting. .
Banking and insurance institutions shall improve the level of informatization and intelligence in the management of related parties and related transactions, and strengthen the management capabilities of big data.
Article 41 The directors, supervisors, and senior managers of banking and insurance institutions, as well as those who have the approval or decision-making authority for core businesses such as large-amount credit, asset transfer, and insurance fund utilization, shall, within 15 working days from the date of taking office, conduct the The relevant provisions of these Measures shall report the information of its affiliates to the banking and insurance institutions.
A natural person, legal person or unincorporated organization that holds more than 5% of the shares of the bancassurance institution, or holds less than 5% of the shares but has a significant impact on the operation and management of the bancassurance institution, shall, on the date when the shareholding reaches 5% or can exert significant influence, Within 15 working days from the date of filing, report the related party information to the banking and insurance institution in accordance with the relevant provisions of these Measures.
If there is any change in the reported matters mentioned in the preceding paragraph, it shall report to the banking insurance institution and update the related party information within 15 working days after the change.
Article 42 A related party of a banking and insurance institution shall not evade the internal review, external supervision and reporting and disclosure obligations of related party transactions by concealing the related relationship and other improper means.
Article 43 Banking and insurance institutions shall proactively identify related party transactions through penetration, dynamically monitor the source and flow of transaction funds, grasp the status of underlying assets in a timely manner, dynamically assess the degree of impact on risk exposure and capital occupation, and establish an effective risk control mechanism for related party transactions, and adjust its business behaviours in a timely manner to comply with the relevant provisions of these Measures.
Article 44 A written agreement shall be entered into for Related transactions, which shall be conducted in accordance with commercial principles and on conditions no better than similar transactions with non-Related parties. When necessary, the Related Party Transactions Control Committee may hire an independent third party such as a financial advisor to issue a report as a basis for judgment.
Article 45 A banking and insurance institution shall improve the internal control mechanism for related party transactions, optimize the management process for related party transactions, and the review opinions on key links, and the resolutions and records of meetings such as the related party transaction control committee shall be clear and verifiable.
General related transactions are reviewed in accordance with the company's internal management system and authorization procedures, and reported to the Related Party Transactions Control Committee for the record. Significant related transactions are reviewed by the Related Party Transactions Control Committee and submitted to the Board of Directors for approval. Resolutions made at the board meeting must be approved by more than 2/3 of the non-related directors. If the number of non-related directors present at the board meeting is less than three, it shall be submitted to the shareholders (general) meeting for deliberation.
Article 46 When the related party transaction control committee, board of directors and shareholders (general meeting) of a banking and insurance institution conduct voting or decision-making on related party transactions, those who have an interest in the related party transactions shall withdraw.
If a bancassurance institution has not established a shareholders (general) meeting, or is unable to convene a shareholder (general) meeting due to the principle of recusal, the board of directors shall review it and the provisions on recusal in the first paragraph of this article shall not apply, but the related directors shall issue a statement that there is no interest. Delivery statement.
Article 47 For long-term and continuous occurrences between a banking and insurance institution and the same related party, which need to repeatedly sign transaction agreements for the provision of services, insurance business and other related transactions recognized by the CBIRC, a unified transaction agreement may be signed for the duration of the agreement. Generally, no more than three years.
Article 48 The signing, renewal and substantive modification of the unified transaction agreement shall be subject to internal review, reporting and information disclosure in accordance with major related party transactions. Related transactions under the unified transaction agreement do not need to be reviewed, reported and disclosed on a case-by-case basis, but the implementation should be stated in the quarterly report. The unified transaction agreement shall specify or estimate the amount of related party transactions.
Article 49 Independent directors shall issue written opinions on the fairness and compliance of major related party transactions and the implementation of internal approval procedures on a case-by-case basis. Independent directors may hire an independent third party such as an intermediary agency to provide advice if they think it is necessary, and the expenses shall be borne by the bancassurance agency.
Article 50 For situations such as failure to report related parties in accordance with regulations or conduct related transactions in violation of regulations, banking and insurance institutions shall hold relevant personnel accountable in accordance with the internal accountability system, and report the accountability situation to the Related Party Transactions Control Committee.
Article 51 A banking and insurance institution shall conduct a special audit on Related transactions at least once a year, and report the audit results to the board of directors and the board of supervisors.
Bancassurance institutions shall not employ accounting firms, professional evaluation institutions, or law firms controlled by related parties to provide them with auditing, evaluation and other services.
Chapter V Reporting and Disclosure of Related Party Transactions
Article 52 Banking and insurance institutions and their related parties shall report and disclose related party transaction information in a true, accurate, complete and timely manner in accordance with the relevant provisions of these Measures, and shall not contain any false records, misleading statements or major omissions.
Article 53 A banking and insurance institution shall report to the China Banking and Insurance Regulatory Commission or its dispatched offices on a case-by-case basis within 15 working days after signing the following transaction agreements:
(1) Material related transactions;
(2) The signing, renewal or substantial modification of the unified transaction agreement;
(3) Other transactions required to be reported by the CBIRC.
If there are other regulations on the report of the Related transactions of the trust company on a case-by-case basis, such regulations shall prevail.
Article 54 Banking and insurance institutions shall, in accordance with the relevant provisions of these Measures, make statistics on the amount and proportion of all related party transactions in each quarter, and report related party transactions to the China Banking and Insurance Regulatory Commission or its dispatched offices through the related party transaction supervision information system within 30 days after the end of each quarter. condition.
Article 55 The board of directors of a banking and insurance institution shall make a special report on the overall situation of Related transactions to the shareholders (general meeting) every year, and submit it to the China Banking and Insurance Regulatory Commission or its dispatched office.
Article 56 A banking and insurance institution shall disclose the related party transaction information on the company's website, and disclose the overall situation of the related party transaction in the current year in the company's annual report. Related transactions that need to be reported on a case-by-case basis in accordance with Article 53 of these Measures shall be disclosed on a case-by-case basis within 15 working days after the transaction agreement is signed, and general Related transactions shall be disclosed in a consolidated manner by transaction type within 30 days after the end of each quarter.
The case-by-case disclosures include:
(1) An overview of the connected transaction and the subject matter of the transaction.
(2) The counterparty of the transaction. Including the basic information of the Related natural person, the name, economic nature or type of the Related legal person or unincorporated organization, main business or business scope, legal representative, registered place, registered capital and its changes, and the Related relationship with the banking and insurance institution.
(3) Pricing policy.
(4) The amount of related party transactions and the corresponding proportions.
(5) The resolutions of the shareholders (general) meeting and the board of directors, and the opinions or resolutions of the Related Party Transactions Control Committee.
(6) The opinions expressed by independent directors.
(7) Other matters that the CBIRC deems necessary to disclose.
Consolidated disclosures shall include the type of connected transaction, transaction amount, and the implementation of the corresponding regulatory ratio.
Article 57 The following related party transactions conducted by banking and insurance institutions may be exempted from deliberation and disclosure in the manner of related party transactions:
(1) A related party transaction with a single transaction with an Related natural person of less than 500,000 yuan or a single transaction with an Related legal person of less than 5 million yuan, and the cumulative amount after the transaction has not reached the standard of major related-party transactions;
(2) One party subscribes in cash for stocks, corporate bonds or corporate bonds, convertible bonds or other derivatives publicly issued by the other party;
(3) demand deposit business;
(4) Where the same natural person concurrently serves as an independent director of a bancassurance institution and other legal persons, and there is no other circumstance that constitutes a related party, transactions between the legal person and the bancassurance institution;
(5) The pricing of the transaction is stipulated by the state;
(6) Other circumstances approved by the CBIRC.
Article 58 Where the related transaction information of a banking and insurance institution involves state secrets, business secrets, or other circumstances recognized by the CBIRC, the banking and insurance institution may apply to the CBIRC for exemption from disclosure or performance of relevant obligations in accordance with these Measures.
Chapter VI Supervision and Administration of Related Transactions
Article 59 If a shareholder of a banking institution, trust company, or other non-banking financial institution or its controlling shareholder or actual controller forces an institution to engage in the following acts by exerting influence on the institution, the China Banking and Insurance Regulatory Commission or its dispatched office shall order it to make corrections within a time limit. ; if the correction is not made within the time limit, the rights of the shareholder may be restricted; for the controlling shareholder with serious circumstances, it may be ordered to transfer its equity.
(1) Conducting Related transactions in violation of Article 27 of these Measures;
(2) Failing to conduct Related transactions in accordance with the commercial principles stipulated in Article 44 of these Measures;
(3) Failing to examine related party transactions in accordance with Article 45 of these Measures;
(4) Providing guarantees for the financing of related parties in violation of the provisions of these Measures;
(5) Accepting the company's equity as a pledge to provide credit;
(6) employing an accounting firm controlled by a related party to provide services for it;
(7) The balance of credit or financing to related parties exceeds the proportion specified in these Measures;
(8) Failure to disclose information in accordance with the provisions of these Measures.
Article 60 If the directors and senior managers of banking institutions, trust companies and other non-banking financial institutions have any of the following circumstances, the CBIRC or its dispatched offices may order them to make corrections within a time limit; Its dispatched agency may order the agency to adjust directors and senior managers or restrict their rights.
(1) Failure to report in accordance with Article 41 of these Measures;
(2) Making a false or material omission report;
(3) Failing to withdraw in accordance with Article 46 of these Measures;
(4) Independent directors fail to express written opinions in accordance with Article 49 of these Measures.
Article 61 Where a banking institution, trust company or other non-banking financial institution falls under any of the following circumstances, the CBIRC or its local offices may take relevant regulatory measures or impose penalties in accordance with laws and regulations:
(1) Conducting Related transactions in violation of Article 27 of these Measures;
(2) Failing to conduct Related transactions in accordance with the commercial principles stipulated in Article 44 of these Measures;
(3) Failing to examine related party transactions in accordance with Article 45 of these Measures;
(4) Providing guarantees for the financing of related parties in violation of the provisions of these Measures;
(5) Accepting the Bank's equity as a pledge to provide credit;
(6) employing an accounting firm controlled by a related party to provide services for it;
(7) The balance of credit or financing to related parties exceeds the proportion specified in these Measures;
(8) Failure to disclose information in accordance with the provisions of these Measures;
(9) Failing to implement the supervision and management measures stipulated in Articles 59 and 60 of these Measures as required;
(10) Other circumstances that violate the provisions of these Measures.
Article 62 Where banking institutions, trust companies and other non-banking financial institutions fail to report material related transactions or submit reports on related transactions to the CBIRC or its dispatched offices in accordance with the provisions of these Measures, the CBIRC or its dispatched offices may, in accordance with the law Regulations take relevant regulatory measures or impose penalties.
Article 63 If a banking institution, trust company or other non-bank financial institution has any of the circumstances listed in Article 61 of these Measures, the China Banking and Insurance Regulatory Commission or its dispatched offices may distinguish between different circumstances. The Management Law and other laws and regulations have imposed corresponding penalties on directors, senior managers and other directly responsible persons.
Article 64 If an insurance institution and its shareholders, controlling shareholders, directors, supervisors or senior managers of an insurance institution violate the relevant provisions of these Measures, the CBIRC or its local offices may take relevant regulatory measures or impose penalties in accordance with laws and regulations. Those suspected of committing a crime shall be transferred to judicial organs for investigation of criminal responsibility according to law.
Chapter VII Supplementary Provisions
Article 65 The meanings of the following terms in these Measures:
The term "above" in these Measures includes this number, and "below" does not include this number. The year is the fiscal year.
Control, including direct control and indirect control, refers to the right to decide the financial and operating decisions of an enterprise, and to obtain benefits from the business activities of the enterprise accordingly.
Holding, including direct holding and indirect holding.
Significant influence refers to the right to participate in the decision-making of the financial and operating policies of the legal person or organization, but cannot control or jointly control the formulation of these policies with other parties. Including but not limited to dispatching directors, supervisors or senior managers, influencing the financial and operational management decisions of legal persons or organizations through agreements or other means, and other situations determined by the China Banking and Insurance Regulatory Commission or its dispatched offices.
Joint control refers to the common control over an economic activity in accordance with the contract, which exists only when the important financial and operating decisions related to the economic activity require the unanimous consent of the investors who share the control.
A controlling shareholder refers to a shareholder with a shareholding ratio of more than 50%; or a shareholder whose shareholding ratio is less than 50%, but whose voting rights are sufficient to exert a controlling influence on the resolutions of the shareholders' (general) meeting.
Holding a subsidiary means that the shareholding ratio of the subsidiary reaches more than 50%; or although the shareholding ratio is less than 50%, it can exert a controlling influence on it through arrangements such as voting rights and agreements. Controlled subsidiaries include direct, indirect or jointly controlled subsidiaries or unincorporated organizations.
The actual controller refers to a natural person or other ultimate controller who can actually control the behavior of the company through investment relationships, agreements or other arrangements, although it is not a shareholder of the company.
Group customers refer to a group of corporate customers or a single customer in the same industry that has a controlling relationship.
A person acting in concert refers to a natural person, legal person or unincorporated organization that expresses the same intention when exercising voting rights or participating in other economic activities through agreement, cooperation or other means.
The ultimate beneficiary refers to the person who actually enjoys the equity income and financial product income of the bancassurance institution.
Other close family members refer to the spouses, parents, adult children and siblings, including the parents of the spouse, the spouses of the children, the spouses of the siblings, the siblings of the spouse and other family members who may have transfer of benefits.
Internal staff refer to those who have signed labor contracts with banking and insurance institutions.
Affiliate relationship refers to the relationship between the controlling shareholder, actual controller, director, supervisor, senior manager, etc. of a bancassurance institution and the enterprises directly or indirectly controlled by it, as well as other relationships that may lead to the transfer of interests.
Related directors and Related shareholders refer to a party to a transaction, or a director or shareholder who may affect the fairness of the transaction when reviewing the Related transaction.
Written forms of written agreements include contracts, letters and data messages (including telex, telex, facsimile, electronic data interchange and e-mail) that are legally recognized tangible representations of the content.
The term “related legal person or unincorporated organization” as mentioned in these Measures does not include state administrative organs, government departments, Central Huijin Investment Co., Ltd., National Council for Social Security Fund, Wutongshu Investment Platform Co., Ltd., Deposit Insurance Fund Management Co., Ltd., and a related party approved by the China Banking and Insurance Regulatory Commission for exemption. If the above-mentioned institutions send the same natural person to serve as a director or supervisor of two or more banking and insurance institutions at the same time, and there is no other related relationship, the institutions they work for do not constitute related parties.
Enterprises controlled by the state are not related parties only because they are both controlled by the state.
Article 66 The branches of foreign banks and other financial institutions established with the approval of the China Banking and Insurance Regulatory Commission shall apply these Measures by reference, and the provisions of laws, administrative regulations and other provisions of the China Banking and Insurance Regulatory Commission shall be followed.
These Measures are not applicable to the self-insurance business of self-insurance companies and the business of member units of enterprise group finance companies.
Where a bancassurance institution is a listed company, it shall also abide by the relevant regulations on listed companies.
Article 67 The Banking and Insurance Regulatory Commission shall be responsible for the interpretation of these Measures.
Article 68 These Measures shall come into force on March 1, 2022. The Measures for the Administration of Related Party Transactions between Commercial Banks and Insiders and Shareholders (Order No. 3 [2004] of the China Banking Regulatory Commission) and the Measures for the Administration of Related Party Transactions of Insurance Companies (Yinbaojianfa [2019] No. 35) shall be repealed at the same time. Prior to the implementation of these Measures, if the provisions of the China Banking and Insurance Regulatory Commission on the management of Related transactions of banking and insurance institutions are inconsistent with these Measures, these Measures shall apply.
