ZHONGAN ONLINE P & C INSURANCE CO., LTD. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in ZhongAn Online P & C Insurance Co., Ltd., you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
τί㝬ৌପڭᎈٰ΅Ϟࠢʮ̡
ZHONGAN ONLINE P & C INSURANCE CO., LTD.*
(A joint stock limited company incorporated in the People's Republic of China with limited liability and carrying on business in Hong Kong as "ZA Online Fintech P & C")
(Stock Code: 6060)
(1) REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020
(2) REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020
(3) REPORT OF THE AUDITORS AND AUDITED FINANCIAL STATEMENTS OF
THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 2020
(4) RE-APPOINTMENT OF AUDITORS FOR THE YEAR 2021
(5) ELECTION OF MR. XING JIANG AS AN EXECUTIVE DIRECTOR OF THE THIRD SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY
(6) PERFORMANCE EVALUATION OF THE DIRECTORS
FOR THE YEAR 2020
(7) GENERAL MANDATE TO ISSUE SHARES
(8) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(9) PERFORMANCE REPORT OF THE DIRECTORS FOR THE YEAR 2020
(10) PERFORMANCE REPORT OF THE INDEPENDENT DIRECTORS
FOR THE YEAR 2020
(11) REPORT ON RELATED PARTY TRANSACTIONS AND THE IMPLEMENTATION OF ITS MANAGEMENT SYSTEM
FOR THE YEAR 2020
(12) REPORT ON REVIEW AND ANALYSIS OF SOLVENCY FOR THE YEAR 2020
AND
(13) NOTICE OF THE ANNUAL GENERAL MEETING
A notice convening the AGM to be held at Conference Room 1, 2/F, 219 Yuanmingyuan Road, Huangpu District, Shanghai, the PRC at 10 a.m. on Friday, April 30, 2021 is set out on pages 42 to 44 of this circular.
A proxy form for use at the AGM is enclosed with this circular. If you intend to appoint a proxy to attend the AGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon not less than 24 hours before the time appointed for the holding of the AGM (i.e. before 10 a.m. on Thursday, April 29, 2021) or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.
References to time and dates in this circular are to Hong Kong time and dates.
* For identification purposes only and carrying on business in Hong Kong as "ZA Online Fintech P & C"
March 29, 2021
CONTENTS
Page
DEFINITIONS ........................................................... 1
LETTER FROM THE BOARD
1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2. BUSINESSTOBECONSIDEREDATTHEAGM .......................... 4
3. THEANNUALGENERALMEETING ................................... 4
4. RECOMMENDATION ............................................... 5
5. RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
APPENDIX I
- BUSINESS TO BE CONSIDERED AT THE AGM ............ 6
APPENDIX II
- BIOGRAPHICAL INFORMATION OF MR. XING JIANG ..... 10
APPENDIX III
APPENDIX IVAPPENDIX VAPPENDIX VIAPPENDIX VIIAPPENDIX VIIIAPPENDIX IX
- PROPOSAL ON THE GRANT OF A GENERAL MANDATE TO
ISSUE SHARES ..................................... 11
- PARTICULARS OF THE AMENDMENTS TO THE ARTICLES
OF ASSOCIATION OF ZHONGAN ONLINE P & C
INSURANCE CO., LTD . ............................... 13
- PARTICULARS OF THE AMENDMENTS TO THE RULES OF
PROCEDURES OF THE GENERAL MEETINGS OF THE ARTICLES OF ASSOCIATION OF ZHONGAN ONLINE P &
C INSURANCE CO., LTD. (ANNEX I) ................... 18
- PERFORMANCE REPORT OF THE DIRECTORS FOR THE
YEAR 2020 ......................................... 19
- PERFORMANCE REPORT OF THE INDEPENDENT
DIRECTORS FOR THE YEAR 2020 ..................... 26
- REPORT ON RELATED PARTY TRANSACTIONS AND THE
IMPLEMENTATION OF ITS MANAGEMENT SYSTEM FOR
THE YEAR 2020 .................................... 36
- REPORT ON REVIEW AND ANALYSIS OF SOLVENCY FOR
THE YEAR 2020 .................................... 40
NOTICE OF THE ANNUAL GENERAL MEETING .............................. 42
−i−
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise requires:
"AGM"
the annual general meeting of the Company to be held at Conference Room 1, 2/F, 219 Yuanmingyuan Road, Huangpu District, Shanghai, the PRC at 10:00 a.m. on Friday, April 30, 2021, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 42 to 44 of this circular, or any adjournment thereof (as the case may be)
"Articles of Association"
"Board" or "Board of Directors"
the articles of association of the Company the board of directors of the Company
"CBIRC"
China Banking and Insurance Regulatory Commission€ʕ ვБڭᎈ္ຖ၍ଣ։ࡰึ
"Company" or "ZhongAn" or
"ZhongAn Online" or "ZhongAn Insurance"
ZhongAn Online P & C Insurance Co., Ltd. (τί㝬ৌପڭ ᎈٰ΅Ϟࠢʮ̡), a joint stock limited company incorporated in the PRC with limited liability and carrying on business in Hong Kong as "ZA Online Fintech P & C", the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 6060)
"Director(s)"
the director(s) of the Company
"Domestic Shares"
ordinary shares with a nominal value of RMB1.00 each issued by the Company, which are subscribed for or credited as paid in RMB
"Former CIRC"
the former China Insurance Regulatory Commission€ʕڭ ᎈ္ຖ၍ଣ։ࡰึ
"General Mandate"
"Group"
the proposed general mandate to allot, issue and/or deal with additional H shares or Domestic Shares representing up to the limit of 20% of the number of H Shares or Domestic Shares in issue on the date of the passing of the relevant resolution the Company and its subsidiaries, or where the context so requires, in respect of the period before the Company became the holding company of its present subsidiaries, such subsidiaries could be viewed as if they were the subsidiaries of the Company at the time
DEFINITIONS | |
"H Shares" | overseas listed foreign invested ordinary shares in the share |
capital of the Company, with a nominal value of RMB1.00 | |
each, which are subscribed for and traded in Hong Kong | |
dollars on the Hong Kong Stock Exchange, and "H Shares" | |
means any such Shares | |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Hong Kong Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Latest Practicable Date" | March 23, 2021, being the latest practicable date prior to the |
printing of this circular for ascertaining certain information | |
contained in this circular | |
"Listing Rules" | the Rules Governing the Listing of Securities on The Stock |
Exchange of Hong Kong Limited, as amended and | |
supplemented from time to time | |
"PRC" | the People's Republic of China, excluding, for the purpose of |
this circular, Hong Kong, the Macau Special Administrative | |
Region and Taiwan | |
"PRC Company Law" | the Company Law of the PRC (ʕശɛ͏ձʮ̡ج) |
"PRC Securities Law" | the Securities Law of the PRC (ʕശɛ͏ձᗇՎج) |
"RMB" | Renminbi, the lawful currency of the PRC |
"Share(s)" | Domestic Shares and/or H Shares |
"Shareholder(s)" | holder(s) of Shares |
"Supervisory Committee" | the supervisory committee of the Company established |
pursuant to the PRC Company Law | |
"%" | per cent |
−2− |
τί㝬ৌପڭᎈٰ΅Ϟࠢʮ̡
ZHONGAN ONLINE P & C INSURANCE CO., LTD.*
(A joint stock limited company incorporated in the People's Republic of China with limited liability and carrying on business in Hong Kong as "ZA Online Fintech P & C")
(Stock Code: 6060)
Executive Directors:
Mr. Yaping Ou (Chairman of the Board) Mr. Hugo Jin Yi Ou
Non-executive Directors: Mr. Xinyi Han
Mr. Liangxun Shi Mr. Ming Yin
Mr. Weibiao Zhan*
Independent non-executive Directors: Mr. Shuang Zhang
Ms. Hui Chen
Mr. Yifan Li Mr. Ying Wu Mr. Wei Ou
Headquarters and Principal Place of
Business in the PRC:
219 Yuanmingyuan Road Shanghai
PRC
Registered Office:
4-5/F, Associate Mission Building 169 Yuanmingyuan Road Shanghai
PRC
Principal Place of Business in Hong Kong: Level 54, Hopewell Centre
183 Queen's Road East Hong Kong
March 29, 2021
* Mr. Weibiao Zhan shall be a non-executive Director of the Company upon his qualification as a Director of the Company being approved by the CBIRC
To the Shareholders
Dear Sir/Madam,
(1) REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020
(2) REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020
(3) REPORT OF THE AUDITORS AND AUDITED FINANCIAL STATEMENTS OF
THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 2020
(4) RE-APPOINTMENT OF AUDITORS FOR THE YEAR 2021
(5) ELECTION OF MR. XING JIANG AS AN EXECUTIVE DIRECTOR OF THE THIRD SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY
(6) PERFORMANCE EVALUATION OF THE DIRECTORS
FOR THE YEAR 2020
(7) GENERAL MANDATE TO ISSUE SHARES
(8) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(9) PERFORMANCE REPORT OF THE DIRECTORS FOR THE YEAR 2020
(10) PERFORMANCE REPORT OF THE INDEPENDENT DIRECTORS
FOR THE YEAR 2020
(11) REPORT ON RELATED PARTY TRANSACTIONS AND THE IMPLEMENTATION OF ITS MANAGEMENT SYSTEM
FOR THE YEAR 2020
(12) REPORT ON REVIEW AND ANALYSIS OF SOLVENCY FOR THE YEAR 2020
AND
(13) NOTICE OF THE ANNUAL GENERAL MEETING
* For identification purposes only and carrying on business in Hong Kong as "ZA Online Fintech P & C"
1. INTRODUCTION
The purpose of this circular is, among other things, to provide you the notice of the AGM and with the information on the resolutions to be considered at the AGM to enable you to make an informed decision on whether to vote for or against the resolutions at the AGM.
2. BUSINESS TO BE CONSIDERED AT THE AGM
Ordinary resolutions to be proposed at the AGM for the Shareholders to consider and approve include: (i) report of the Board of Directors for the year 2020; (ii) report of the Supervisory Committee for the year 2020; (iii) report of the auditors and audited financial statements of the Company for the year ended December 31, 2020; (iv) re-appointment of auditors for the year 2021; (v) election of Mr. Xing Jiang as an executive Director of the third session of the Board of Directors of the Company; and (vi) performance evaluation of the Directors for the year 2020.
Special resolutions to be proposed at the AGM for the Shareholders to consider and approve include: (i) the grant of a general mandate to the Board of Directors to issue Shares; and (ii) proposed amendments to the Articles of Association.
Matters to be proposed at the AGM for the Shareholders' consideration only and not for approval
include: (i) review the performance report of the Directors for the year 2020 of the Company; (ii)
review the performance report of the independent Directors for the year 2020 of the Company; (iii) review the report on the related party transactions and the implementation of its management system for the year 2020 of the Company; and (iv) review the report on review and analysis of solvency for the year 2020 of the Company.
In order to enable you to have a better understanding of the resolutions proposed at the AGM and to make well-informed decisions, the Company has provided detailed information in this circular, including business to be considered at the AGM (see Appendix I), biographical information of Mr. Xing Jiang (see Appendix II), proposal on the grant of a general mandate to issue Shares (see Appendix III), particulars of amendments to Articles of Association (see Appendix IV and Appendix V), performance report of the Directors for the year 2020 (see Appendix VI), performance report of the independent Directors for the year 2020 (see Appendix VII), the report on the related party transactions and the implementation of its management system for the year 2020 (see Appendix VIII) and the report on review and analysis of solvency for the year 2020 (see Appendix IX).
3. THE ANNUAL GENERAL MEETING
The Company will convene the AGM at Conference Room 1, 2/F, 219 Yuanmingyuan Road, Huangpu District, Shanghai, the PRC at 10:00 a.m. on Friday, April 30, 2021. The notice of the AGM is set out on pages 42 to 44 of this circular.
In order to determine the list of Shareholders who are entitled to attend the AGM, the register of members of the Company will be closed from Tuesday, April 27, 2021 to Friday, April 30, 2021, both days inclusive, during which period no transfer of Shares will be registered. Unregistered holders of Shares of the Company who wish to attend the AGM must lodge the share certificates accompanied by transfer documents must be lodged with the Company's H share registrar, Tricor Investor ServicesLimited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H Shares) or the Company's office of the Board of Directors at 4-5/F, Associate Mission Building, 169
Yuanmingyuan Road, Shanghai, the PRC (for holders of Domestic Shares) no later than 4:30 p.m. on Monday, April 26, 2021 for registration. Shareholders whose names appear on the register of members of the Company on Friday, April 30, 2021 shall be entitled to attend and vote at the AGM.
The proxy form for the use at the AGM is enclosed to this circular and are also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.zhongan.com). Shareholders who intend to appoint a proxy to attend the AGM shall complete the proxy form and return the same to the Company's H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H Shares) or the Company's office of the Board of Directors at 4-5/F, Associate Mission Building, 169
Yuanmingyuan Road, Shanghai, the PRC (for holders of Domestic Shares) not less than 24 hours before the time fixed for the holding of the AGM (i.e. before 10:00 a.m. on Thursday, April 29, 2021).
Completion and return of a proxy form will not preclude a Shareholder from attending and voting in person at the AGM or any adjournment thereof if he so wishes.
All voting at the AGM will be conducted by poll.
4. RECOMMENDATION
The Board considers that the resolutions set out in the notice of the AGM for consideration and approval by the Shareholders are in the interests of the Company and the Shareholders as a whole and accordingly recommends the Shareholders to vote in favor of the resolutions to be proposed at the AGM.
5. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable inquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
By order of the Board
ZhongAn Online P & C Insurance Co., Ltd.
Yaping Ou
Chairman
I. TO CONSIDER AND APPROVE THE REPORT OF THE BOARD OF DIRECTORS FOR
THE YEAR ENDED DECEMBER 31, 2020
For details of the report of the Board of Directors for the year 2020 of the Company, please refer to the Report of Directors set out in the 2020 Annual Report of the Company that has been published by the Company on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.zhongan.com) on or before March 26, 2021.
This resolution has been approved at the 11th meeting of the third session of the Board and is hereby submitted to the AGM for consideration and approval.
II. TO CONSIDER AND APPROVE THE REPORT OF THE SUPERVISORY COMMITTEE
FOR THE YEAR ENDED DECEMBER 31, 2020
For details of the report of the Supervisory Committee for the year 2020 of the Company, please refer to the Report of the Supervisory Committee set out in the 2020 Annual Report of the Company that has been published by the Company on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.zhongan.com) on or before March 26, 2021.
This resolution has been approved at the 11th meeting of the third session of the Board and is hereby submitted to the AGM for consideration and approval.
III. TO CONSIDER AND APPROVE THE REPORT OF THE AUDITORS AND AUDITED
FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED DECEMBER
31, 2020
For details of the report of the auditors and audited financial statements of the Company for the year ended December 31, 2020, please refer to the Independent Auditor's Report and audited financial statements set out in the 2020 Annual Report of the Company that has been published by the Company on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.zhongan.com) on or before March 26, 2021.
This resolution has been approved at the 11th meeting of the third session of the Board and is hereby submitted to the AGM for consideration and approval.
IV. TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF AUDITORS FOR THE
YEAR ENDED DECEMBER 31, 2021
The Board proposes to re-appoint PricewaterhouseCoopers as the international auditors of the
Company and PricewaterhouseCoopers Zhong Tian LLP as the PRC auditors of the Company for the year ending December 31, 2021 until conclusion of the next annual general meeting, and to authorise the Board to re-authorise the management to fix the auditors' remuneration.
This resolution has been approved at the 11th meeting of the third session of the Board and is hereby submitted to the AGM for consideration and approval.
V. TO CONSIDER AND APPROVE THE ELECTION OF MR. XING JIANG AS AN
EXECUTIVE DIRECTOR OF THE THIRD SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY
Reference is made to the announcement of the Company dated January 22, 2021, among others, in relation to the change of executive Director of the Company.
According to the relevant laws, regulations, regulatory provisions, Articles of Association and the nomination by the Shareholders, the Board of Directors proposes to elect Mr. Xing Jiang as an executive Director of the third session of the Board of Directors of the Company. The term of office of Mr. Xing Jiang shall be effective from the date of approval by the CBIRC and end on the expiry of the term of the third session of the Board of Directors. He is eligible for re-election in accordance with the Articles of Association upon expiry of his term of office.
The biographical details and other relevant information of Mr. Xing Jiang are set out in Appendix II to this circular.
This resolution has been approved at the 11th meeting of the third session of the Board and is hereby submitted to the AGM for consideration and approval.
VI. TO CONSIDER AND APPROVE THE PERFORMANCE EVALUATION OF THE DIRECTORS FOR THE YEAR 2020
According to the Guidelines on the Operation of the Board of Directors of Insurance Companies
(ڭᎈʮ̡ԫึ༶Ъܸˏ') (Bao Jian Fa [2008] No.58) issued by the Former CIRC and the Measures on the Administration of Independent Directors of Insurance Organisations ( ڭᎈዚዹ ͭԫ၍ଣ፬ج') (Yin Bao Jian Fa [2018] No.35) issued by the CBIRC, and based on the Performance Report of the Directors for the Year 2020 of the Company and the Performance Report of the Independent Directors for the Year 2020 of the Company , the Board conducted objective and fair evaluation on the performance of duties by the Directors which is submitted to the AGM for consideration.
Based on our comprehensive assessment, all the Directors of the Company made active efforts in improving and enhancing the corporate governance of the Company, and the independent Directors fully exerted their check and balance function in the corporate governance of the Company in 2020, thereby protecting the legal rights and interests of the Company and the minority Shareholders. After prudent consideration, the performance evaluation of all Directors was "excellent".
Please refer to the Company's performance report of the Directors for the year 2020, which is set out in Appendix VI to this circular, for the details of the performance of the Directors for the year 2020.
This resolution has been approved at the 11th meeting of the third session of the Board and is hereby submitted to the AGM for consideration and approval.
VII. TO CONSIDER AND APPROVE THE GRANT OF THE GENERAL MANDATE TO ISSUE
SHARES
At the last annual general meeting of the Company held on May 11, 2020, the Board was granted a general mandate to allot and issue Shares which will expire at the conclusion of the forthcoming AGM. The Board proposes to seek approval of the Shareholders at the AGM to grant to the Board the General Mandate and authorisation to the Board of certain matters in relation thereto. Please refer to Appendix III to this circular for the detailed proposal.
This resolution has been approved at the 11th meeting of the third session of the Board and is hereby submitted to the AGM for consideration and approval.
VIII. TO CONSIDERANDAPPROVETHEAMENDMENTSTOTHEARTICLESOF
ASSOCIATION
Reference is made to the announcement of the Company dated March 23, 2021, among others, in relation to the proposed amendments to the Articles of Association.
According to the PRC Company Law and relevant requirements of the CBIRC, the Company proposes to amend certain provisions of the Articles of Association in light of the actual situations.
For specific amendments, please refer to the details of the proposed amendments as set out in Appendix IV and Appendix V to this circular. Save for the proposed amendments set out in Appendix IV and Appendix V to this circular, other chapters and articles of the Articles of Association remain unchanged.
This resolution has been approved at the 11th meeting of the third session of the Board and is hereby submitted to the AGM for consideration and approval by way of special resolution. Approval on the amended Articles of Association, after it has been considered and approved at the AGM, will need to be sought from the CBIRC. The amended Articles of Association will become effective from the date of approval granted by the CBIRC. The prevailing Articles of Association shall remain valid before the proposed amendments are approved by the Shareholders at the AGM and the CBIRC.
Shareholders should be aware that the Articles of Association were adopted in Chinese only and no official translation is available. The English text of the Articles of Association (or the proposed amendments thereof) as stated in this circular is only an unofficial translation prepared for reference only. The Chinese version of the Articles of Association shall prevail in case there is discrepancy in the translation and/or inconsistency between the two versions.
IX. TO REVIEW THE PERFORMANCE REPORT OF THE DIRECTORS FOR THE YEAR 2020
According to the relevant requirements of regulatory provisions, the Company has prepared a performance report of the Directors for the year 2020. The Company's performance report of the Directors for the year 2020 is set out in Appendix VI to this circular. This report is submitted for the Shareholders' review only and no Shareholders' approval is required.
X. TO REVIEW THE PERFORMANCE REPORT OF THE INDEPENDENT DIRECTORS FOR THE YEAR 2020
According to the requirements of the Guidelines on the Operation of the Board of Directors of
Insurance Companies ( ڭᎈʮ̡ԫึ༶Ъܸˏ') (Bao Jian Fa [2008] No. 58) and the Measures on the Administration of Independent Directors of Insurance Organisations ( ڭᎈዚዹͭԫ၍ଣ፬ ج') (Yin Bao Jian Fa [2018] No. 35), the independent directors of insurance companies shall submit a report on their performance of duties to the general meeting every year and submit the same to the CBIRC for filing purpose. The Company's performance report of the independent Directors for the year 2020 is set out in Appendix VII of this circular. This report is submitted for the Shareholders' review only and no Shareholders' approval is required.
XI. TO REVIEW THE REPORT ON THE RELATED PARTY TRANSACTIONS AND THE IMPLEMENTATION OF ITS MANAGEMENT SYSTEM FOR THE YEAR 2020
In accordance with the relevant requirements of the CIRC, the Company has prepared a report on the related party transactions and the implementation of its management system for the year 2020. The report is set out in Appendix VIII to this circular. This report is submitted for the Shareholders' review only and no Shareholders' approval is required.
XII. TO REVIEW THE REPORT ON REVIEW AND ANALYSIS OF SOLVENCY FOR THE
YEAR 2020
In accordance with the relevant requirements under the Notice on Printing and Issuing The
Solvency Regulatory Rules (No. 1-17) for Insurance Companies ( ᗫΙ೯<ڭᎈʮ̡Ꮅ˹ঐɢ္၍ ۆ€1-17 ٙஷٝ') (Bao Jian Fa [2015] No. 22) and the Notice on Matters in respect of the Formal Implementation of China Risk-oriented Solvency System ( ᗫ͍όྼ݄ʕࠬᎈኬΣٙᎵ ˹ঐɢӻϞᗫԫධٙஷٝ') (Bao Jian Cai Hui [2016] No. 10) issued by the Former CIRC, the Company has prepared a report on review and analysis of solvency for the year 2020. The report is set out in Appendix IX to this circular. This report is submitted for the Shareholders' review only and no Shareholders' approval is required.
APPENDIX II BIOGRAPHICAL INFORMATION OF MR. XING JIANG
Xing Jiang (۴ጳ), aged 44, is the acting general manager and chief executive officer of the Company, and an executive director and legal representative of ZhongAn Information and Technology Services Co., Ltd., a subsidiary of the Company. Mr. Jiang joined the Company in April 2014, and is primarily responsible for the overall management of the Company and oversees day-to-day operations at the Company. Mr. Jiang obtained a bachelor's degree of engineering in computer and applications from the Hunan Finance and Economics Institute (ಳیৌኪ৫) (which has merged with Hunan University into the current Hunan University) in July 1999. He was in charge of the insurance division at Zhejiang Rongxin Internet Technology Co., Ltd. (एϪፄڦၣഖҦஔϞࠢʮ̡), which is wholly-owned by Ant Group Co., Ltd., a substantial shareholder of the Company, from December 2013 to March 2014. From January 2011 to March 2012, he was a senior director at Alibaba (China) Network Technology Co., Ltd. (ڛԢˋˋ(ʕ)ၣഖҦஔϞࠢʮ̡).
Pursuant to the service contract entered into between the Company and Mr. Jiang, his term of service shall commence from the date of approval of the qualification as a director by the CBIRC up to the expiry of the term of the third session of the Board. Upon expiry of his term of service, he shall be eligible to offer himself for re-election and re-appointment in accordance with the Articles of Association of the Company. According to the terms of Mr. Jiang's service contract, director's fee will be determined by the Remuneration and Nomination Committee of the Company with reference to factors such as the level of remuneration paid by comparable companies, the time commitment and responsibilities of directors, and the employment conditions of the Company and its subsidiaries and consolidated affiliated entities, and is subject to review by the Remuneration and Nomination Committee of the Company from time to time.
Save as disclosed above, Mr. Jiang confirms that (1) he has not held any other directorships in other listed public companies in the past three years, and he does not hold any other major appointments or professional qualifications, (2) he does not hold any position in the Company or any of its subsidiaries, (3) he does not have any relationships with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company and any of its subsidiaries, and (4) he does not hold any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Mr. Jiang also confirms that, as at the Latest Practicable Date, save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements under rule 13.51(2)(h) to (v) of the Listing Rules, nor is there any other matters relating to his appointment that needs to be brought to the attention of the Shareholders.
1. Details of the proposal
(1) Subject to the conditions listed in paragraphs (2), (3) and (4) below and the minimum percentage held by the public as required by the Listing Rules, the Board shall be granted with the General Mandate to separately or concurrently authorise, allot, issue, grant and/or otherwise deal with H Shares and/or Domestic Shares (including securities that are convertible into Shares, or options, and warrants that carry rights to subscribe for any Shares or securities that are convertible into Shares, or other similar securities) during the Relevant Period (as defined below).
Notwithstanding the fulfillment of the conditions set out in paragraphs (2), (3) and (4) below, if the allotment of voting Shares will result in a de facto change of control of the Company, the Board shall separately obtain authorisation by way of a special resolution of the Shareholders before making such an allotment.
(2) It is proposed that the number of H Shares, Domestic Shares (including securities that are convertible into Shares, or options, warrants or other similar securities with rights to subscribe for or convert to Shares) (which shall be calculated on the basis of the number of H Shares and Domestic Shares that such securities can be converted into) to be authorised, alloted, issued, granted and/or otherwise dealt with by the Board shall not exceed 20% of the number of H Shares or Domestic Shares of the Company in issue as of the date of passing of the relevant resolution at the AGM (i.e. 283,962,580 H Shares and 10,000,000 Domestic Shares, assuming that the issued share capital of H Shares and Domestic Shares remain unchanged after the Latest Practicable Date and up to the date of the AGM).
(3) For the purposes of this resolution, "Relevant Period" means the period from the passing of this special resolution at the AGM until the earliest of one of the following:
1. the conclusion of the next annual general meeting of the Company following the passing of this resolution at the AGM;
2. the expiration of the 12-month period following the passing of this resolution at the AGM; or
3. the date on which the general mandate to issue Shares and matters such as authorisations of the Board as set out in this resolution are revoked or revised by a special resolution of the Shareholders in a general meeting.
(4) The Board shall exercise the authorisation pursuant to the PRC Company Law, the PRC Securities Law and the Listing Rules and all other applicable laws, regulations and requirements of any other government or regulatory authorities and with the approval by China Securities Regulatory Commission and/or other relevant governmental authorities in the PRC.
(5) The Board shall be authorised to determine each allotment and issue of Shares under the General Mandate, including but not limited to: 1. the class and number of the Shares proposed to be issued; 2. the pricing mechanism and/or issue price (including price range); 3. the opening and closing date of such issue; 4. use of proceeds; 5. the making or granting of relevant proposals, agreements and share options which may involve the exercise of such power; and 6. any other details that the specific issue proposal shall include, as required by the relevant laws, regulations and other regulatory documents as well as other requirements of the relevant regulatory authorities and the stock exchanges of the places where the Shares are listed.
(6) The Board shall be authorised to implement the issue proposal and to increase the registered capital of the Company to reflect the Shares issued by the Company as authorised by this resolution, to make such appropriate and necessary amendments to the Articles of Association regarding issued Shares and registered capital as well as to take any other action and complete any formality required to effect the issue proposal and the increase in the registered capital of the Company.
2. Related authorisations
To increase the efficiency in decision-making, reduce the internal approval procedures and seize market opportunities, in relation to the general mandate to issue Shares, it is proposed to the Board and in turn to the AGM to authorise the Board, and the Board to further authorise the chairman, to deal with matters regarding the allotment and issuance of Shares under the General Mandate, and to authorise the chairman to delegate to any executive Director, chief executive officer to jointly or severally handle the matters relating to alloting, issuing, granting and/or dealing with the Shares under the General Mandate. The specific details of the above authorisation to the chairman by the Board and the delegation by the chairman shall be determined by the Board upon the exercise of the General Mandate.
ZHONGAN ONLINE P & C INSURANCE CO., LTD.
TABLE OF PROPOSED AMENDMENTS ALONG WITH EXISTING ARTICLES OF ARTICLES OF ASSOCIATION OF THE ARTICLES OF ASSOCIATION OF ZHONGAN ONLINE P & C INSURANCE CO., LTD.
Existing Provisions of Articles of No. Association
Amended Provisions of Articles of Association
1
Article 2 The Company is a joint stock limited Article 2 The Company is a joint stock limited company established in accordance with the company established in accordance with the Company Law, the Insurance Law, the Special Company Law, the Insurance Law, the Special Provisions and other relevant laws and Provisions and other relevant laws and
administrative regulations of the state.
administrative regulations of the state.
The Promoters of the Company are Zhejiang The Promoters of the Company are Zhejiang Alibaba E-commerce Co., Ltd. (now renamed Alibaba E-commerce Co., Ltd. (now renamed as Ant Small and Micro Financial Services as Ant Group Co., Ltd. Ant Small and Micro Group Co., Ltd.), Shenzhen Tencent Computer Financial Services Group Co., Ltd.), Shenzhen Systems Company Limited, Ping An Insurance Tencent Computer Systems Company Limited, (Group) Co. of China, Ltd., Unifront Holding Ping An Insurance (Group) Co. of China, Ltd., Limited, Shenzhen Jia De Xin Investment Unifront Holding Limited, Shenzhen Jia De Company Limited, Beijing Ctrip International Xin Investment Company Limited, Beijing Travel Agency Limited, Cnhooray Internet Ctrip International Travel Agency Limited, Technology Co. Ltd., Shanghai Yuanqiang Cnhooray Internet Technology Co. Ltd., Investment Company Limited and Shenzhen Shanghai Yuanqiang Investment Company Rixun Internet Company Limited. The Limited and Shenzhen Rixun Internet Company was established on September 29, Company Limited. The Company was 2013 by way of promotion with approval of established on September 29, 2013 by way of the China Banking and Insurance Regulatory promotion with approval of the China Banking Commission (the "CBIRC") under Bao Jian and Insurance Regulatory Commission (the Xu Ke [2013] No.307, registered with the "CBIRC") under Bao Jian Xu Ke [2013] Shanghai Administration for Industry & No.307, registered with the Shanghai Commerce on October 9, 2013 and obtained Administration for Industry & Commerce on the business license on October 9, 2013 with October 9, 2013 and obtained the business
the number of 310000000120842.
license on October 9, 2013 with the number of 310000000120842.
ZHONGAN ONLINE P & C INSURANCE CO., LTD.
Existing Provisions of Articles of No. Association
Amended Provisions of Articles of Association
2
Article 20 ...... (Table) Name of promoter: Article 20 ...... (Table) Name of promoter: Zhejiang Alibaba E-commerce Co., Ltd. (now Zhejiang Alibaba E-commerce Co., Ltd. (now renamed as Ant Small and Micro Financial renamed as Ant Group Co., Ltd. Ant Small and
Services Group Co., Ltd.)
Micro Financial Services Group Co., Ltd.)As of December 31, 2017, the Company's As of December 31, 2017, the Company'sshareholding structure is set out as below:shareholding structure is set out as below:
Number ofFull name of shareholdershares held
(share)Shareholding Lock-up percentage period
Full name of shareholderNumber of shares held
(share)Shareholding Lock-up percentage period
Domestic shares:
Domestic shares:
Ant Small and Micro Financial Services Group Co., Ltd.
199,000,000
13.54% 1 year from the H-share IPO date
Ant Small and Micro Financial Services Group Co., Ltd.
199,000,000
13.54% 1 year from the H-share IPO date
Shenzhen Tencent Computer Systems Company Limited
150,000,000
10.21% 1 year from the H-share IPO date
Shenzhen Tencent Computer Systems Company Limited
150,000,000
10.21% 1 year from the H-share IPO date
Ping An Insurance (Group) Co. of China, Ltd.
150,000,000
10.21% 1 year from the H-share IPO date
Ping An Insurance (Group) Co. of China, Ltd.
150,000,000
10.21% 1 year from the H-share IPO date
Shenzhen Jia De Xin Investment Company Limited
140,000,000
9.53% 1 year from the H-share IPO date
Shenzhen Jia De Xin Investment Company Limited
140,000,000
9.53% 1 year from the H-share IPO date
Unifront Holding Limited
90,000,000
6.12% 1 year from the H-share IPO date
Unifront Holding Limited
90,000,000
6.12% 1 year from the H-share IPO date
Cnhooray Internet Technology Co. Ltd.
81,000,000
5.51% 1 year from the H-share IPO date
Cnhooray Internet Technology Co. Ltd.
81,000,000
5.51% 1 year from the H-share IPO date
Qingdao Huilijun Trading Co., Ltd.
50,000,000
3.40% 1 year from the H-share IPO date
Qingdao Huilijun Trading Co., Ltd.
50,000,000
3.40% 1 year from the H-share IPO date
Shanghai Yuanqiang Investment Company Limited
50,000,000
3.40% 1 year from the H-share IPO date
Shanghai Yuanqiang Investment Company Limited
50,000,000
3.40% 1 year from the H-share IPO date
Shenzhen Rixun Internet Company Limited
30,000,000
2.04% 3 year from the H-share IPO date
Shenzhen Rixun Internet Company Limited
30,000,000
2.04% 3 year from the H-share IPO date
ZHONGAN ONLINE P & C INSURANCE CO., LTD.
Existing Provisions of Articles of No. Association
Amended Provisions of Articles of Association
Full name of shareholderNumber of shares held
(share)Shareholding Lock-up percentage periodNumber ofFull name of shareholdershares held
(share)Shareholding Lock-up percentage period
Shanghai Haoguan Investment Management Partnership (Limited Partnership)
28,570,000
1.94% 3 year from the
H-share IPO
date
Shanghai Haoguan Investment Management Partnership (Limited Partnership)
28,570,000
1.94% 3 year from the
H-share IPO
date
Shanghai Qianguo Investment Management Partnership (Limited Partnership)
31,430,000
2.14% 3 year from the H-share IPO date
Shanghai Qianguo Investment Management Partnership (Limited Partnership)
31,430,000
2.14% 3 year from the H-share IPO date
Total domestic shares
1,000,000,000
68.04% -
Total domestic shares
1,000,000,000
68.04% -
Morgan Stanley Asia Securities Products LLC
30,730,833
2.09% 1 year from the H-share IPO date
Morgan Stanley Asia Securities Products LLC
30,730,833
2.09% 1 year from the H-share IPO date
CICC Securities (HK) Limited
31,250,000
2.13% 1 year from the H-share IPO date
CICC Securities (HK) Limited
31,250,000
2.13% 1 year from the H-share IPO date
CDH Avatar, L.P.
62,000,000
4.22% 1 year from the H-share IPO date
CDH Avatar, L.P.
62,000,000
4.22% 1 year from the H-share IPO date
Keywise ZA Investment
61,189,167
4.16% 1 year from the H-share IPO date
Keywise ZA Investment
61,189,167
4.16% 1 year from the H-share IPO date
Equine Forces Limited Partnership
55,455,000
3.77% 1 year from the H-share IPO date
Equine Forces Limited Partnership
55,455,000
3.77% 1 year from the H-share IPO date
H shares issued under the Global Offering
229,187,900
15.59%
-
H shares issued under the Global Offering
229,187,900
15.59%
-
Total overseas listed foreign shares (H shares)
469,812,900
31.96%
-
Total overseas listed foreign shares (H shares)
469,812,900
31.96%
-
Total share capital
1,469,812,900
100.00%
-
Total share capital
1,469,812,900
100.00%
-
* Please refer to Schedule 1 for the information on the previous share transfer.
As approved by the relevant companies authority delegated by the State Council, after its initial public offering of the overseas listed shares for listing on the Hong Kong Stock Exchange on September 28, 2017, as of December 31, 2017, the Company's share capital structure is: 1,469,812,900 ordinary shares in total, among which 1,000,000,000 are domestic shares, representing 68.04% of the Company's total ordinary shares then in issue; and 469,812,900 are overseas listed shares, representing 31.96% of the Company's total ordinary shares then in issue.
* Please refer to Schedule 1 for the information on the previous share transfer.
ZHONGAN ONLINE P & C INSURANCE CO., LTD.
Existing Provisions of Articles of No. Association
Amended Provisions of Articles of Association
3 Article 22 After its initial public offering and Article 22 After its initial public offering and listing of shares (including completion of the listing of shares (including completion of the over-allotment), the Company's share capital over-allotment), The the Company's share structure is: 1,469,812,900 ordinary shares in capital structure is: 1,469,812,900 ordinary total, among which 1,000,000,000 are unlisted shares in total, among which 50,000,000 shares, representing 68.0359% of the total 1,000,000,000 are unlisted shares, ordinary shares issued by the Company; and representing 3.4018 68.0359% of the total 469,812,900 are overseas listed shares, ordinary shares issued by the Company; and representing 31.9641% of the total ordinary 1,419,812,900 469,812,900 are overseas listed
shares issued by the Company.
shares, representing 96.5982 31.9641% of the total ordinary shares issued by the Company.
Unlisted shares issued by the Company are The Company's shareholding structure is set under centralized depositary of the Shanghai out as below: branch of China Securities Depository and
Clearing Corporation Limited; whereas the overseas listed shares issued by the Company are under centralized depositary of Hong Kong Securities Clearing Company Limited or share registrar.
Full name of shareholder
Number of
Shareholding
shares held
percentage
(share)
Domestic shares:
Shanghai Yuanqiang Investment
50,000,000
3.4018%
Company Limited
Total domestic shares
50,000,000
3.4018%
Total overseas listed foreign
1,419,812,900
96.5982%
share
Total share capital
1,469,812,900
100.0000%
Unlisted shares issued by the Company are under centralized depositary of the Shanghai branch of China Securities Depository and Clearing Corporation Limited; whereas the overseas listed shares issued by the Company are under centralized depositary of Hong Kong Securities Clearing Company Limited or share registrar.
4 Article 36 All overseas-listed shares listed in Article 36 All overseas-listed shares listed inHong Kong which have been fully paid in are freely transferable according to the Articles of Association; provided that, unless such transfer complies with the following requirements, the board of directors may refuse to acknowledge any instrument of
Hong Kong which have been fully paid in are freely transferable according to the Articles of Association, shareholders of the Company are not entitled to the right to priority in purchase; provided that, unless such transfer complies
transfer and will not need to provide any with the following requirements, the board ofreason therefor: ……
directors may refuse to acknowledge any instrument of transfer and will not need to provide any reason therefor: ……
ZHONGAN ONLINE P & C INSURANCE CO., LTD.
Existing Provisions of Articles of No. Association
Amended Provisions of Articles of Association
5 Article 179 ……The independent director shall Article 179 ……The proposed independent make a statement regarding his/her director shall make a an assumption of office independence through the media designated by statement regarding indicating his/her the CBIRC prior to the official commencement independence through the national media with of his/her term of office, and promise to great influence or the Company's website the undertake his/her due diligence and ensure media designated by the CBIRC prior to the sufficient time and energy to perform his official commencement of his/her term of duties. The Company shall report the public office after his/her qualification having been statement on media of the independent approved by CBIRC, and promise to undertake
director to CBIRC for record.
his/her due diligence and ensure sufficient time and energy to perform his duties. The Company shall report the assumption of office public statement on media of the independent director to CBIRC for record.
6 Article 289 The Company has designated the Article 289 The Company has designated the media recognized by the CBIRC and the national media with great influence securities regulatory institution of the listing recognized by the CBIRC and the securities place of the shares of the Company as the regulatory institution of the listing place of the media for the publication of the Company's shares of the Company as the media for the
announcements and information disclosure.
publication of the Company's announcements and information disclosure.
APPENDIX VPARTICULARS OF THE AMENDMENTS TO THE RULES OF PROCEDURES
OF THE GENERAL MEETINGS OF THE ARTICLES OF ASSOCIATION
OF ZHONGAN ONLINE P & C INSURANCE CO., LTD. (ANNEX I)
APPENDIX I OF ARTICLES OF ASSOCIATION
TABLE OF PROPOSED AMENDMENTS ALONG WITH EXISTING ARTICLES OF THE RULES OF PROCEDURES OF THE GENERAL MEETINGS
Existing Provisions of the Rules of No. Procedures of the General MeetingsAmended Provisions of the Rules of Procedures of the General Meetings
1
Article 26 ……The independent director shall Article 26 ……The proposed independent make a statement regarding his/her director shall make a an assumption of office independence through the media designated by statement regarding indicating his/her the CBIRC prior to the official commencement independence through the national media with of his/her term of office, and promise to great influence or the Company's website the undertake his/her due diligence and ensure media designated by the CBIRC prior to the sufficient time and energy to perform his official commencement of his/her term of duties. The Company shall report the public office after his/her qualification having been statement on media of the independent approved by CBIRC, and promise to undertake
director to CBIRC for record.
his/her due diligence and ensure sufficient time and energy to perform his duties. The Company shall report the assumption of office public statement on media of the independent director to CBIRC for record.
According to the provisions of the Guidelines for the Operation of Board of Directors of Insurance Companies issued by the Former CIRC, each year, the Board of Directors shall conduct performance appraisal of directors and submit a performance report to the shareholders' general meeting and the Supervisory Committee.
In 2020, under the guidance of regulatory authorities and with the support of shareholders' entities, the members of the Board of Directors conscientiously performed their duties in accordance with the regulatory provisions and the Articles of Association. In 2020, the Board of Directors of the Company has made decisions on matters within the scope of authority of the Board of Directors through meetings of the Board and by other lawful means and supervised senior management personnel, thus earnestly safeguarding the legitimate rights and interests of the Company, Shareholders, insured persons and other stakeholders. The relevant information is reported as follows:
I. Composition of the Board of Directors
(I) Composition and changes of the Board of Directors
In 2020, the composition and changes of the Board of Directors of the Company are indicated in the table below:
No. Name
Position
Changes in 2020
1 Yaping Ou
Chairman of the Board and executive Director
/
2 Hugo Jin Yi Ou
Executive Director
3 Jin Chen
Executive Director
4 Xinyi Han
Non-executive Director
/ / /
5 Jimmy Chi Ming Lai Non-executive Director
Resigned on March 23, 2020
6 Xiaoming Hu
Non-executive Director
Resigned on August 26, 2020
7 Liangxun Shi
Non-executive Director
/
8 Ming Yin
Non-executive Director
/
9 Weibiao Zhan
Non-executive Director
Mr. Weibiao Zhan was elected as a non-executive Director of the Company at the annual general meeting on May 11, 2020, and his qualification as a non-executive Director is subject to the approval of CBIRC.
No.
Name
Position
Changes in 2020
10 Shuang Zhang
11 Hui Chen
12 Yifan Li
13 Ying Wu
14 Wei OuIndependent non-executive Director
Independent non-executive Director
Independent non-executive Director
Independent non-executive Director
Independent non-executive Director
/
/
/
/
/
(II)Composition and changes of special committees under the Board of Directors
In 2020, the composition and changes of special committees under the Board of Directorsof the Company are indicated in the table below:
No.
Name of Special Committees under the Board of DirectorsComposition of the special committees under the Board of Directors (as of December 31, 2020)Description
1 Audit Committee
2 Remuneration and Nomination Committee
Chairman of the committee: Hui Chen
Members: Yifan Li, Liangxun Shi
Chairman of the committee: Shuang Zhang
Members: Yaping Ou, Ying Wu
3 Investment Strategy Committee
Chairman of the committee: Jin Chen
Members: Xinyi Han, Hugo Jin Yi Ou, Weibiao Zhan
1. Mr. Weibiao Zhan's qualification as a non-executive Director is subject to the approval of CBIRC;
2. As of the Latest Practicable Date, Jin Chen has resigned as a director, and the the Board of Directors has elected Yaping Ou as Chairman of the committee.
Name of SpecialComposition of the special
Committees under | committees under the | |
the Board of | Board of Directors (as of | |
No. | Directors | December 31, 2020) |
4 | Risk Management | Chairman of the committee: |
Committee | Yifan Li | |
Members: Ming Yin, Wei | ||
Ou | ||
5 | Related Transactions | Chairman of the committee: |
Control Committee | Wei Ou | |
Members: Hui Chen, Yifan | ||
Li | ||
6 | Consumer Rights | Chairman of the committee: |
Protection | Ying Wu | |
Committee | Members: Liangxun Shi, | |
Hugo Jin Yi Ou |
Description
II.
Attendance record of Directors at Board meetings
The following table sets out the details of attendance of Directors at Board meetings in 2020:
Name
Required Attendance Attendance
attendance in person by proxyAbsence Note
Yaping Ou
8 8 0 0
Xinyi Han
8 6 2 0
Xinyi Han was unable to attend the fourth meeting and the eighth extraordinary meeting of the third session of the Board of Directors for personal reasons, and Ming Yin was authorised to attend the meetings.
Ming Yin
8 1
8 0
0 0
Jimmy Chi
Ming Lai
1 0 Jimmy Chi Ming Lai was unable to attend the second meeting of the third session of the Board of Directors for personal reasons, and Jin Chen was authorised to attend the meeting.
Required Attendance Attendance
Name
attendance in person by proxyAbsenceNote
Liangxun Shi
8 7 1 0
Liangxun Shi was unable to attend the seventh meeting of the third session of the Board of Directors for personal reasons, and Hui Chen was authorised to attend the meeting.
Xiaoming Hu
5
4
1 0 Xiaoming Hu was unable to attend the fourth meeting of the third session of the Board of Directors for personal reasons, and Ming Yin was authorised to attend the meeting.
Jin Chen
Hugo Jin Yi Ou
Hui Chen
Shuang Zhang
Yifan Li
Ying Wu
Wei Ou
8 8 8 8 8 8 8
8 8 8 8 8 8 8
0 0
0 0
0 0
0 0
0 0
0 0
0 0
III. Voting and opinions of Directors at Board meetings
In 2020, the third session of the Board of Directors held a total of 8 meetings, at which 100 resolutions were carefully deliberated and unanimously passed (save for abstention from voting by related directors) and 4 reports were received.
In each of the deliberations, the Directors prudently and independently exercised their voting rights on the basis of full understanding of the same, and expressed fair and objective opinions in accordance with relevant requirements, and put forward constructive opinions and suggestions to practicably and effectively advance the tasks involved.
Set out below is a summary of the deliberations of the Board at the Board meetings held during the year ended December 31, 2020:
(I) Upgrading the governance structure of the Company. The Board of Directors set up the Consumer Rights Protection Committee in March 2020 to further improve the governance structure of the Company. The committee is composed of Directors with extensive experiences and strong capabilities, focusing on protecting and improving the legitimate rights and interests of consumers more scientifically and efficiently.
(II) Strengthening the protection of consumer rights and interests. In 2020, the Board of Directors highly valued and improved the consumer rights protection work standards of the Company, successively reviewed the terms of reference of the Consumer Rights Protection Committee and certain rules and regulations including Requirements on Complaint Management of the company, listened to regular reports on consumer rights protection work and put more efforts to effectively protect consumers' rights and interests, and in the meanwhile, raised the Company's consumer protection work standards to a higher level.
(III) Adhering to "empowering the finance business with technologies and providing insurance services with a caring hand". The Company considered and revised the information management system of ZhongAn Insurance to further implement the strategic development plan of ZhongAn, support ZhongAn Technology to develop related information technology industries, build the technology research and development ("R&D") framework and ZhongAn ecosystems and nurture profit growth points.
(IV) Actively deploying "macro finance". Based on the macro survey and analysis of the development prospects of China's insurance brokerage market, in August 2020, the Board of Directors of the Company made a decision to inject additional amount of RMB200 million to ZhongAn Online Insurance Broker Limited Company ("ZhongAn Broker") to help increase its investment in R&D of products and systems, marketing and long-term equity investment. In addition, the Board of Directors also participated in the overall strategy development of ZhongAn Insurance, which has become the critical point to be involved in each category of financial businesses, relaxing the real economy and serving the society and people.
IV. Work done by the Directors to understand the operation of the Company and their feedback to the Company
In 2020, the Directors learned about the Company's operation and management flexibly and efficiently through various channels to build grounds for their scientific and prudent decision-making.
(I) Resolution review and meeting discussion. The Directors carefully and prudently reviewed the meeting documents and communicated with the management team of the Company on relevant matters before the meetings of the Board of Directors and various professional committees. The Directors also communicated and discussed thoroughly on the resolutions during the meetings, while the management of the Company present also made responses to those enquiries raised by the Directors at the meetings.
(II) Regular reports from the management. The Directors read the Monthly Correspondence of Directors (ԫ˜ৃ) every month to keep abreast of the updates on the operation and management of the Company such as regulatory developments, monthly financial conditions, major events and operating performance, and exchanged opinions with the Company on those issues of concern through telephone, the Internet, etc..
(III) Reports from the Company's accountant. The Directors listened to the specific reports on the financial information, solvency and other issues provided by the accounting firm engaged by the Company twice a year.
(IV) Through close and effective communication with the Supervisory Committee of the
Company, the Directors learned about the opinions and suggestions of the supervisors on the business development of the Company.
In 2020, all Directors of the Company have carefully and duly performed their functions and duties under the laws and regulations and the provisions of the Articles of Association to play the core role in decision-making of the Company. They fully and responsibly provided professional advice on matters of the Company such as strategic layout, significant investments, major related party transactions, solvency management and appointment and removal of key personnel, made fair and objective decisions, were devoted to their duties and responsibilities and focused on maintaining the legitimate rights and interests of the Company, all Shareholders and other stakeholders.
V. Directors' participation in training
In 2020, in order to tightly follow the changes in the economic environment and industry trends and continuously enhance their ability to perform duties, the Directors proactively participated in various training courses organised by regulatory agencies, industry organisations and corporate organisations, including analysis and practice of the financial operation capability of insurance companies, the selection of insurance capital equity investment model and business innovation, the new policy on protecting consumer rights and interests promotion class, 18 lectures of case analysis on Alibaba's three management tools ( ڛԢˋˋ၍ଣɧؐ״') and asset & liability management in a low interest rate environment. According to the relevant requirements of the CBIRC, details of the training hours of the Directors are shown in the table below:
Name | Training hours | Notes |
Yaping Ou | 100.61 | |
Xinyi Han | 100.61 | |
Liangxun Shi | 100.61 | |
Ming Yin | 100.61 | |
Jin Chen | 100.61 | Resigned on January 22, 2021 |
Hugo Jin Yi Ou | 100.61 | |
Jimmy Chi Ming Lai | 20.67 | Resigned on March 23, 2020 |
Hui Chen | 100.61 | |
Shuang Zhang | 100.61 | |
Yifan Li | 100.61 | |
Ying Wu | 100.61 | |
Wei Ou | 100.61 | |
Xiaoming Hu | 56.11 | Resigned on August 26, 2020 |
Weibiao Zhan | 65.61 | His qualification as a non-executive |
Director is subject to the approval | ||
of CBIRC |
ZhongAn Online P & C Insurance Co., Ltd.
March 2021
Yifan Li
According to "Approval on Qualification of Yifan Li" (Bao Jian Xu Ke [2016] No. 1325) issued by the former China Insurance Regulatory Commission, I formally took office as independent Director of the second session of the Board of Directors of ZhongAn Online P & C Insurance Co., Ltd.
("ZhongAn Online") on December 21, 2016, and also successively served as a member of the Risk Management Committee under the second session of the Board of Directors and a member of the Audit Committee under the second session of the Board of Directors.
On May 24, 2019, as approved by the shareholders' general meeting, I was elected as an independent Director of the third session of the Board of Directors while serving as the chairman of the Risk Management Committee under the third session of the Board of Directors and a member of the Audit Committee and of the Related Transactions Control Committee. I hereby submit my performance report for 2020 in accordance with the relevant requirements of the CBIRC and the Articles of Association.
I. Attendance of meetings and expression of opinions
In 2020, there were 8 meetings of the Board of Directors, 6 meetings of the Audit Committee, 8 meetings of the Risk Management Committee and 6 meetings of the Related Transactions Control Committee that I was obliged to attend, and I authorized other members to attend 1 meeting of the Related Transactions Control Committee on my behalf due to conflicting business schedule with the remaining meetings attended in person. At the meetings, I performed my duties as an independent Director by voting for all the resolutions to be voted on without abstaining from or voting against any resolution, and expressed independent views on matters such as related transactions.
II. Work done to understand the developments of the Company
I gained a timely understanding of the Company's business development and financial data by attending the discussion at the meetings and reading the Monthly Correspondence of Directors ( ԫ˜ৃ'), the information publicly disclosed and analyst reports, etc., and grasped the latest development, internal management and operations of the Company on different levels through communicating with the Shareholders, other Directors, supervisors, senior management personnel and the auditor of the Company.
III. Obstacles encountered in fulfilment of duties
I believe that there is no obstacle in performing my duties. Over the past four years, I attended a number of Board meetings and corresponding meetings of the special committees with an adequate and timely access to all of the required materials, data and information. Regarding matters of particular interest, I was also provided with efficient responses from the Company's team to enquiries raised.
IV. Performance self-evaluation for the year
In 2020, serving as an independent Director of ZhongAn Online, I attended meetings in accordance with the relevant laws and regulations and the Articles of Association with a prudent and rigorous attitude to deliberate resolutions and review reports, and expressed independent opinions in an objective and fair manner to carefully fulfil my duties as an independent Director.
In addition, I actively participated in the industry training, discussion and learning. In 2020, I completed a total of 100.61 hours of training which covered analysis of anti-money laundering situation, series courses on operation and finance integration, prevention of illegal fund-raising, administration of equities of insurance companies and management of related transactions, which provided a solid basis to better fulfil my obligations and assist in the standardized operation of the Company in the future.
V. Evaluation on the performance of the Board and the management
In 2020, the Board of Directors of the Company exercised its duties carefully and rigorously with an efficient and standard operation. The Board of Directors proactively pushed forward the development strategy of the Company, and earnestly dealt with the difficulties and obstacles encountered during the course of operation. Under the leadership of the Board of Directors, the management actively implemented the decisions of the Board of Directors and gave timely feedback on the progress of relevant projects, ensuring a compliant, efficient, pragmatic and transparent operation.
March 2021
Ying Wu
According to "Approval on Qualification of Ying Wu" (Bao Jian Xu Ke [2017] No. 695) issued by the former China Insurance Regulatory Commission, I formally took office as independent Director of the second session of the Board of Directors of ZhongAn Online P & C Insurance Co., Ltd.
("ZhongAn Online") on July 4, 2017 while serving as a member of the Risk Management Committee under the second session of the Board of Directors.
In May 2019, as approved by the shareholders' general meeting, I was elected as an independent Director of the third session of the Board of Directors of ZhongAn Online while serving as a member of the Remuneration and Nomination Committee under the Board of Directors.
I hereby report my performance of duties in 2020 in accordance with the relevant requirements of Measures on the Administration of Independent Directors of Insurance Companies issued by the CBIRC:
I. Attendance of meetings and expression of opinions in 2020
In 2020, I was obliged to attend 8 meetings of the Board of Directors and I attended all these meetings in person. I voted for all the resolutions to be voted in 2020 based on sufficient understanding of resolution documents before the meetings and communication and discussion with Directors at the meetings, and elaborated on my views on the resolutions that needed independent opinions (such as related transactions and the change of senior management) to further clarify the individual's independent views on the relevant proposals.
In 2020, as a member of the Risk Management Committee under the Board of Directors, I was obliged to attend 8 meetings of the Risk Management Committee under the Board of Directors and I attended all these meetings in person. Resolutions on the Company's annual risk appetite and tolerance, quarterly solvency report, basic risk management policies and solvency stress test were reviewed at the meetings and further review comments were submitted to the Board of Directors.
II. Work done to understand the situation of the Company
As an independent non-executive Director, I gained a full understanding of the operation, financial management, risk management, compliance in internal control and other developments of the Company mainly by reviewing meeting materials of the Board of Directors and the Risk Management Committee prior to meetings, making enquiries to the management of the Company regarding relevant issues and full communication and discussion with other Directors at meetings.
In addition, I also read the Monthly Correspondence of Directors ( ԫ˜ৃ') dispatched by the Company regularly and referred to relevant announcements disclosed on the Hong Kong Stock Exchange from time to time so as to learn about the operation of the Company.
III. Obstacles encountered in fulfilment of duties
During the reporting period of 2020, I did not experience any interference or obstacle in exercising my right to information or fulfilment of my duties, and no opinions or suggestions made by me were rejected by the Board of Directors or the management.
IV. Performance self-evaluation for the year
In 2020, I performed my duties as an independent non-executive Director of the Company in a law-abiding, diligent, faithful and independent manner by attending Board meetings in accordance with the relevant requirements to express independent opinions or insights on the resolutions deliberated at such meetings from the perspective of safeguarding the interests of Shareholders and promoting the Company's development with a prudent, rigorous and responsible attitude.
In addition, I have actively attended various trainings for a total of 100.61 hours, with an aim to understand the developments of the industry more fully and comprehensively, and better discharge the duties. These 100.61-hour trainings related to analysis of anti-money laundering situation and experience sharing of industry practices, courses on prevention of illegal fund-raising, series courses on prevention of financial and illegal crimes in banking and insurance industry, administration of equities and management of related transactions of insurance companies and a series of charitable distance courses on a new ecosystem of insurance technology and insurance industry.
V. Evaluation on the performance of the Board and the management
In 2020, under the leadership of the Board of Directors, the Company made further improvement in corporate governance by pooling wisdom and resources for strategic development, business operation, financial control and risk management. The management of the Company also continuously strengthened the business exploration, operation and management of the Company, fulfilling the business tasks set by the Board of Directors in 2020 in a relatively satisfactory way.
March 2021
Shuang Zhang
According to "Approval on Qualification of Jin Chen et al" (Bao Jian Xu Ke [2014] No. 942) issued by the former China Banking and Insurance Regulatory Commission, I formally took office as independent Director of the second session of the Board of Directors of ZhongAn Online P & C Insurance Co., Ltd. ("ZhongAn Online") on November 11, 2014 while serving as the chairman of the Remuneration and Nomination Committee under the second session of the Board of Directors.
In May 2019, as approved by the shareholders' general meeting, I was elected as an independent Director of the third session of the Board of Directors of ZhongAn Online while serving as the chairman of the Remuneration and Nomination Committee.
In December 2020, as approved by the shareholders' general meeting, my term of independent Director would extend until the re-election of the third session of the Board of Directors as at November 2022. ZhongAn Online has completed the "Registration Report on Shuang Zhang's Continuation as an Independent Director of the Company" (Zhong An Zi [2020] No. 454) as at September 11, 2020. I will continue to be an independent Director of the third session of the Board of Directors, while serving as the chairman of the Remuneration and Nomination Committee under the Board of Directors.
I hereby submit my performance report for 2020 in accordance with the relevant regulations and requirements of the Company Law of the PRC, the Insurance Law of the PRC, the Administrative Measures on Independent Directors of Insurance Companies and the Articles of Association of ZhongAn Online P & C Insurance Co., Ltd..
I. Attendance of meetings and expression of opinions
In 2020, I attended in person 8 meetings of the Board of Directors and 7 meetings of the Remuneration and Nomination Committee that I was obliged to attend. I, as the Chairman of the committee, worked with other members of the committee to expresses opinions on the qualifications of candidates for Directors of the Company, the appointment and dismissal of the senior management personnel, the revision of the remuneration system of the Company and the annual appraisal of the senior management personnel, and then made advice and recommendations to the Board of Directors.
During my deliberation and review of all the resolutions and reports, I also fully discussed the relevant contents with other Directors, and the management team of the Company. As an independent Director, I always hold a prudent, rigorous and responsible work attitude to express independent opinions on the Company's major issues such as changes in leadership and related party transactions.
II. Work done to understand the developments of the Company
In order to promptly inform the Directors of the developments of the Company, the Monthly Correspondence of Directors ( ԫ˜ৃ') will be dispatched by the Company to the Directors on a monthly basis, which sorts out and reports regulatory policies, financial data and operational performance. In addition, participation in the discussions at meetings of the Board of Directors and the special committees thereunder, and the study and deliberation of information thereof, serve as one of the important channels for us to grasp the updates, the performance development and thedevelopment direction of the Company in a more exhaustive manner. Moreover, in respect of ZhongAn Online (a Hong Kong listed company), I gained a comprehensive understanding of the Company by referring to announcements publicly disclosed on the Hong Kong Stock Exchange and analysts reports, etc..
III. Obstacles encountered in fulfilment of duties
Over the years, great support and assistance have been provided by the Company for the Directors in their work. As an independent Director, my independence during the course of fulfilment of duties was also guaranteed. Inquiries from independent Directors during their deliberation of resolutions in relation to major investments, related party transactions, etc., were promptly answered by the Company in full.
IV. Performance self-evaluation for the year
In 2020, I performed my duties as an independent Director of the Company in a law-abiding, diligent, faithful and independent manner, and attended/convened the meetings in accordance with the relevant requirements to express objective and independent advice and recommendations on the resolutions after due deliberation.
In addition, I also actively participated in trainings, and completed a total of 100.61 hours of training. My trainings covered a wide range of topics, such as selection of equity investment model for insurance capital and business innovation, nature and logic of internal control, series distance courses on a new ecosystem of insurance technology and insurance industry as well as asset and liability management under the low-interest environment (property insurance), with an aim to understand industrial and regulatory policies and respond to inquiries in a better and more comprehensive manner.
V. Evaluation on the performance of the Board and the management
The Board of Directors of the Company operated smoothly and efficiently, and has always upheld a pragmatic approach. During the meetings, each of the Directors were encouraged to actively express his/her own opinions to facilitate discussions and exchanges. Under the leadership of the Board, the management team of the Company has also conscientiously carried out their duties of procuring the completion of the major operational goals and all tasks of the Company in 2020.
March 2021
Wei Ou
According to "Approval on Qualification of Wei Ou" (Yin Bao Jian Fu [2019] No. 1136) issued by the China Banking and Insurance Regulatory Commission ("CBIRC"), I formally took office as independent Director of the third session of the Board of Directors of ZhongAn Online P & C Insurance Co., Ltd. ("ZhongAn Online") on December 16, 2019, and also successively served as the Chairman of the Related Transactions Control Committee under the third session of the Board of Directors and a member of the Risk Management Committee under the third session of the Board of Directors.
I hereby submit my performance report for 2020 in accordance with the relevant requirements of the CBIRC and the Articles of Association.
I. Attendance of meetings and expression of opinions
In 2020, there were 8 meetings of the Board of Directors, 1 meeting of the Risk Management Committee under the Board of Directors and 6 meetings of the Related Transactions Control Committee under the Board of Directors, and all meetings were attended by me in person. At the meetings, I performed my duties as an independent Director by voting for all the resolutions to be voted on without abstaining from or voting against any resolution, and expressed independent views on matters such as related transactions.
II. Work done to understand the developments of the Company
I gained a timely understanding of the Company's business development and financial data by attending the discussion at the meetings and reading the Monthly Correspondence of Directors (ԫ˜ৃ), the information publicly disclosed and analyst reports, etc., and grasped the latest development, internal management and operations of the Company on different levels through communicating with the Shareholders, other Directors, supervisors, senior management personnel and the auditor of the Company.
In addition, in respect of ZhongAn Online (a Hong Kong listed company), I also generally get a full understanding of the Company by referring to announcements publicly disclosed on the Hong Kong Stock Exchange and analyst reports, etc..
III. Obstacles encountered in fulfilment of duties
I believe that there is no obstacle in performing my duties. Since December 2019, I attended a number of Board meetings and corresponding meetings of the special committees with an adequate and timely access to all of the required materials, data and information. Regarding matters of particular interest, I was also provided with efficient responses from the Company's team to enquiries raised.
IV. Performance self-evaluation for the year
In 2020, serving as an independent Director of ZhongAn Online, I attended meetings in accordance with the relevant laws and regulations and the Articles of Association with a prudent and rigorous attitude to deliberate resolutions and review reports, and expressed independent opinions in an objective and fair manner to carefully fulfil my duties as an independent Director.
In 2020, I have strengthened my learning and in-depth understanding on the laws and regulations of the insurance industry, especially concerning the corporate governance, risk control, related transactions and investors' interests protection. In particular, I have attended various trainings for a total of 100.61 hours, including analysis of anti-money laundering situation and experience sharing of industry practices, series courses on prevention of illegal fund-raising, administration of equities and management of related transactions of insurance companies, and the selection of insurance capital equity investment model and business innovation, which provided a solid basis to better fulfil my obligations and assist in the standardized operation of the Company in the future.
V. Evaluation on the performance of the Board and the management
In 2020, the Board of Directors of the Company exercised its duties carefully and rigorously with an efficient and standard operation. The Board of Directors proactively pushed forward the development strategy of the Company, and earnestly dealt with the difficulties and obstacles encountered during the course of operation. Under the leadership of the Board of Directors, the management actively implemented the decisions of the Board of Directors and gave timely feedback on the progress of relevant projects, ensuring a compliant, efficient, pragmatic and transparent operation.
March 2021
Hui Chen
According to "Approval on Qualification of Bi YiJia et al" (Bao Jian Xu Ke [2016] No. 1317) issued by the former China Insurance Regulatory Commission, I formally took office as independent Director of the second session of the Board of Directors of ZhongAn Online P & C Insurance Co., Ltd.
("ZhongAn Online") on December 21, 2016 while serving as the chairman of the Audit Committee under the second session of the Board of Directors. On May 24, 2019, as approved by the shareholders' general meeting, I was elected as an independent Director of the third session of the Board of Directors while serving as the chairman of the Audit Committee under the third session of the Board of Directors and a member of the Related Transactions Control Committee. I hereby submit my performance report for 2020 in accordance with the relevant requirements of the CBIRC and the Articles of Association.
In 2020, I performed my duties as an independent Director in accordance with the relevant laws and regulations and the Articles of Association by attending the meetings of the Board of Directors, the Audit Committee and the Related Transactions Control Committee, carefully reviewing the resolutions and reports concerned, and expressing my opinions and suggestions at those meetings from the perspective of safeguarding the interests of Shareholders and promoting the Company's development with a prudent, rigorous and responsible attitude.
I. Attendance of meetings and expression of opinions
In 2020, there were 8 meetings of the Board of Directors, 6 meetings of Audit Committee under the Board of Directors and 6 meetings of Related Transactions Control Committee under the Board of Directors that I was obliged to attend, and I attended all the meetings in person. At the meetings, I performed my duties as an independent Director by voting for all the resolutions to be voted on without abstaining from or voting against any resolution, and expressed independent views on matters such as related transactions.
II. Work done to understand the developments of the Company
In 2020, I learned about the development strategy, operation, financial reporting and other developments of the Company through various means, including but not limited to considering and receiving resolutions and reports at the meetings of the Board of Directors and the Audit Committee, participating in seminars organized by the Company and carrying out targeted communication with the accountants engaged by the Company, etc..
III. Obstacles encountered in fulfilment of duties
During the performance of my duties, I was provided with full support and assistance from other Directors and the management, ensuring the completeness and timeliness in the circulation and exchange of materials, data and information. I did not experience any interference or obstacle in exercising my right to information, independence or fulfilment of my duties.
IV. Performance self-evaluation for the year
In 2020, I performed my duties faithfully and diligently in strict compliance with relevant laws and regulations and the Articles of Association. I actively attended meetings and participated in seminars and trainings, and expressed my opinions prudently and independently when making decisions on major issues.
In 2020, I actively participated in various training courses organised by regulatory authorities and industry organisations for a total of 100.61 hours, such as analysis and practice of the financial operation capability of insurance companies (including modules of profitability, operation capability, debt solvency and growth capability), analysis of anti-money laundering situation and experience sharing of industry practices, series trainings on the prevention of illegal fund-raising, theory and practice of internal audit of asset and liability management of insurance companies, etc.. I have actively learned related knowledge and rules and regulations of insurance industry, to continuously improve my ability to perform duties and provide better opinions and advice for the Company's scientific decision and risk prevention.
V. Evaluation on the performance of the Board and the management
During the performance of my duties, I noticed that the Board of Directors and management of the Company had fulfilled their duties under the laws and regulations and the Articles of Association diligently. By adhering to the development strategy of the Company, they were devoted to their duties and responsibilities and worked hard together to promote the business development. In addition, they also took it as their mission to promote and lead the development of the industry, and actively explored for new opportunities by keeping abreast with the development trend of the industry.
March 2021
FOR THE YEAR 2020
REPORT ON RELATED PARTY TRANSACTIONS AND THE IMPLEMENTATION OF ITS MANAGEMENT SYSTEM FOR THE YEAR 2020
In 2020, ZhongAn Online P & C Insurance Co., Ltd. (the "Company") continuously and diligently adhered to laws, regulations and regulatory requirements governing related party transactions, and optimized and improved the related party transactions management process, so as to ensure that the management system for related party transactions is continuously operated in a standardized and efficient manner. In accordance with the requirements of the China Banking and Insurance Regulatory Commission (the "CBIRC"), information on the status of related party transactions and implementation of the management system for related party transactions of the
Company for 2020 is reported as follows:
I.
BASIC INFORMATION ON RELATED TRANSACTIONS OF THE COMPANYPARTIESANDRELATEDPARTY
(I) BASIC INFORMATION ON RELATED PARTIES
In accordance with the criteria for determining related parties as set out by the CBIRC, The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and other bodies, the Company collects, reports and summarizes the information on related parties of all categories and performs systematic management on the related party list. The Company organizes a comprehensive update on related party information every six months, so as to report its related relationships and potential conflict of interests to the Shareholders and management of the Company and update the file of its related parties from time to time based on the report.
(II) BASIC INFORMATION ON RELATED PARTY TRANSACTIONS
In 2020, the types of related party transactions that the Company has entered into involve mainly the use of funds between the Company and related parties, insurance business, interest transfer and provision of goods or services. In accordance with the requirements of the CBIRC, the Company has established a management system for related party transactions including identification, reporting, verification and management of information, as well as policies and procedures for monitoring, reporting, controlling and processing internal transactions. The Related Transactions Control Committee of the Company and its office are responsible for the daily management of related party transactions, and the Board assumes ultimate responsibility for the management of related party transactions.
FOR THE YEAR 2020
II. INFORMATION ON THE IMPLEMENTATION OF THE MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS OF THE COMPANY
(I) REVISION OF THE MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS
In 2020, the Company continued to implement the Management Regulations for Related Party Transactions of ZhongAn Insurance ( τڭᎈᗫᑌʹ၍ଣ֛') ([ZA2019-050]), and made no updates and revisions to this system.
(II) INFORMATION ON THE IMPLEMENTATION OF INTERNAL DECISION-MAKING PROCESS OF RELATED PARTY TRANSACTIONS
The Company has established the Related Transactions Control Committee under the Board to take charge of identification and maintenance of related parties, and management, examination, approval and risk control for related party transactions. The Related Transactions Control Committee is composed of three Directors and is chaired by an independent Director. Meanwhile, the Company has established a cross-functional Related Party Transaction Management Office, which comprises the heads of various departments such as compliance, HR, finance, internal audit, corporate governance and securities affairs and is responsible for the daily management of related party transactions and other specific matters.
In terms of general related party transactions, the Company strictly follows regulatory requirements and the Company's internal approval procedures. The transaction handling department should identify and submit the review process for related party transactions in a timely manner, while the person in charge of the transaction department should review the transaction content, transaction amount, pricing method and transaction background, with the finance department, the corporate governance department and the securities affairs department conducting assessment and review on the fairness and compliance of the related party transactions respectively, which will then be reviewed and approved by the Related Transaction Management Office. In terms of major related party transactions, to ensure compliance with the consideration and approval procedures for related party transactions, after being reviewed by the Related Party Transaction Management Office and the Related Transactions Control Committee, the Company stringently followed regulatory requirements and corporate governance procedures and submitted the same to the Board meetings or Shareholders' general meetings for approval.
(III) MANAGEMENT OF PRICING FAIRNESS OF RELATED PARTY TRANSACTIONS
The Company always attaches great importance to the pricing fairness management of related party transactions, and requires that related party transactions must be compliant and fair. As per the requirements of the CBIRC, the Company continuously managed the pricing fairness of related party transactions to ensure that each of the related party transactions followed the principle of independent transaction along with fair pricing. With respect to major related party transactions, independent Directors of the Company reviewed the fairness of major related party transactions, the implementation of internal review procedures and the impact on the rights and interests of the insured and issued a written audit opinion. In addition, according to the requirements of the Listing Rules, the
FOR THE YEAR 2020
Company engaged Lego Corporate Finance Limited, an independent financial adviser, to issue a letter from the independent financial adviser in respect of the continuing connected transactions in relation to the new online platform cooperation framework agreement with Ant Group, so as to ensure the compliance and fairness of major related party transactions.
(IV) INFORMATION DISCLOSURE, FILING AND REPORTING OF RELATED PARTY
TRANSACTIONS
The Company fulfilled its obligations of disclosing, regulatory filing and regular reporting of related party transactions in accordance with the requirements of the Measures on the Administration of Related Party Transactions of Insurance Companies ( ڭᎈʮ̡ᗫᑌʹ၍ଣ፬ج') (Yin Bao Jian Fa [2019] No. 35).
In 2020, the Company filed the following major related party transactions to the CBIRC:
(1) The Company entered into the Insurance Product Sale Framework Agreement with Sinolink Worldwide Holdings Limited*(ϵ˻༺છٰϞࠢʮ̡), pursuant to which, the Company sells insurance products to Sinolink Worldwide Holdings Limited for its subscription. The annual caps for the agreement from 2020 to 2022 are RMB35,000,000, RMB52,000,000 and RMB78,000,000 respectively.
(2) The Company entered into the Insurance Agency Business Cooperation Agreement with Ant Insurance Agency Co., Ltd.*(ፂᖻڭڭᎈ˾ଣϞࠢʮ̡). The agreement stipulated that Ant Insurance shall provide an insurance platform to sell the Company's insurance products and carry out relevant insurance businesses as an agent, and the Company shall pay agency fees during the validity period of the agreement. It is estimated that the transaction amount under the agreement is RMB450,000,000.
(3) The Company increased the capital of ZhongAn Online Insurance Brokers Co., Ltd. with an amount of RMB200,000,000.
(4) The Company entered into the Platform Service Framework Agreement with Ant Group Co., Ltd. The agreement stipulated that Ant Group and its affiliates shall provide technology platform services and insurance agency business services, and the Company shall pay platform service fees during the validity period of the agreement. It is estimated that the transaction amount under the agreement for 2021 will be no more than
RMB3,050,000,000.
FOR THE YEAR 2020
(V) SPECIAL AUDIT ON RELATED PARTY TRANSACTIONS
As per the requirements of the CBIRC, the internal audit department of the Company conducted a special field audit on its related party transactions between January 13, 2021 and March 31, 2021. In 2020, the Company further strengthened the identification, review and fair pricing management of related party transactions, and disclosed and reported the information of related party transactions strictly in accordance with various regulatory requirements, and established a related party transaction governance structure with uniform standards, wide coverage, independent governance and standardized operation. In view of increasing number and complexity of related parties and related party transactions, the Company is committed to continuing to regulate and improve its related party transaction management.
III. CONCLUSION
In 2021, the Company will continue to fully implement various regulatory requirements of the CBIRC and the Stock Exchange, etc., regarding management of related party transactions and strictly fulfill the obligations in respect of the management of related party transactions, so as to constantly promote the optimization of the related party transaction system, improve its management efficiency and uphold the interests of the Company and the Shareholders.
I. SUMMARY OF THE OVERALL QUARTERLY SOLVENCY STATUS FOR 2020
During 2020, the Company's quarterly solvency margin ratio maintained at a relatively high level of over 500%, which was above the Company's risk tolerance and regulatory minimum requirements. At the end of 2020, the audited comprehensive solvency margin ratio and core solvency margin ratio of the Company were 560%.
OVERALL SOLVENCY STATUS OF THE COMPANY
180 700% 560%
2020
2019
Actual capital [100 million]
Minimum capitalComprehensive solvency
[100 million]
margin ratio [%]
Note: Figures of the fourth quarter have been audited and those of the second quarter have been reviewed. While the rest of figures have not been audited.
II. ANALYSIS OF THE QUARTERLY SOLVENCY STATUS FOR 2020
With great efforts in optimizing the product portfolio, reducing costs and enhancing efficiency, the annual combined ratio of the underwriting business of the Company has improved significantly in 2020. During the same period, the Company achieved outstanding investment results, with the actual capital significantly increased by 6.43% to RMB15,525 million.
In 2020, the Company continued to proactively develop its businesses, resulting in a year-on-year increase of approximately 14% in the original premiums income throughout the year and increasing risk exposure to the insurance risk. Nevertheless, by constantly optimizing its insurance product structure, the Company recorded a lower minimum capital for insurance risk throughout the year with a year-on-year decline in the capital requirement of insurance risk of nearly 21% throughout the year, thus achieving a win-win outcome of positive business growth and lower capital requirement.
In 2020, under the overall framework of strategic allocation and based on actual market conditions, the Company made great efforts to improve its investment yield under controllable risks by proactively respond to the external impact on investment and allocation brought by various factors like the ongoing coronavirus pandemic and capturing market opportunities. By implementing tactical asset allocation, the Company made adjustments to its leverage ratio and strategic asset allocation in a timely manner, thereby mitigating the fluctuations of the market risks for each quarter.
In terms of the minimum capital for credit risks, together with the combined effect of the adjustment to proportions of asset allocation by its investment segment and the optimization of risk structure by its underwriting segment, the Company recorded a relatively low quarter-to-quarter fluctuation throughout the year, and the minimum capital for credit risks remained at a relatively low level.
Year-on-year
Items (Unit: RMB100 million) | 2020Q4 | 2020Q3 | 2020Q2 | 2020Q1 | 2019Q4 | change |
Actual capital (1) | 155.25 | 154.50 | 152.08 | 150.04 | 145.88 | 6.43% |
Core capital (2) | 155.25 | 154.50 | 152.08 | 150.04 | 145.88 | 6.43% |
Insurance risk (3) | 15.41 | 16.20 | 16.92 | 18.29 | 19.43 | -20.71% |
Market risk (4) | 15.33 | 14.25 | 13.89 | 7.58 | 12.73 | 20.43% |
Credit risk (5) | 4.87 | 4.71 | 4.84 | 4.96 | 4.69 | 3.81% |
Aggregate (6)=(3)+(4)+(5) | 35.61 | 35.16 | 35.65 | 30.82 | 36.85 | -3.38% |
Diversification effect of risk (7) | 8.44 | 8.28 | 8.39 | 6.86 | 8.37 | 0.74% |
Quantitative risk (8)=(6)-(7) | 27.17 | 26.88 | 27.25 | 23.96 | 28.48 | -4.59% |
Control risk (9) | 0.53 | 0.52 | 0.53 | 0.47 | 0.55 | -4.59% |
Minimum capital (10)=(8)+(9) | 27.70 | 27.40 | 27.78 | 24.43 | 29.03 | -4.59% |
Comprehensive solvency | Increased | |||||
margin ratio (11)=(1)/(10) | 560% | 564% | 547% | 614% | 502% | 58% |
Core solvency margin ratio | Increased | |||||
(12)=(2)/(10) | 560% | 564% | 547% | 614% | 502% | 58% |
III. CONCLUSION |
Minimum capital
According to the development strategy and business plan of the Company, it is expected that the solvency margin ratio will continue to decrease in future with the sustained and rapid expansion of its underwriting business. Meanwhile, in order to further improve the scientificity, effectiveness, pertinence and adaptability of the solvency regulatory of the insurance industry, the CBIRC has gradually implemented its C-ROSS Phase II project, leading to potential changes in the solvency margin ratio of the Company to some extent. The Company will continue to focus on regulatory actions, step up efforts in the monitoring of its solvency margin ratio and make timely analysis on the impact of major business decisions or investment decisions on its solvency margin ratio by adopting stress tests for dynamic solvency and other measures, so as to provide recommendations for the management when making decisions.
Meanwhile, in order to ensure the steady implementation of our development strategy within the established risk appetite and risk tolerance range, while watching closely our solvency margin ratio, we will make timely analysis and forecast on the shortfall of solvency margin ratio to provide alert and necessary support for supplemental capital.
τί㝬ৌପڭᎈٰ΅Ϟࠢʮ̡
ZHONGAN ONLINE P & C INSURANCE CO., LTD.*
(A joint stock limited company incorporated in the People's Republic of China with limited liability and carrying on business in Hong Kong as "ZA Online Fintech P & C")
(Stock Code: 6060)
NOTICE OF THE ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of ZhongAn Online P & C Insurance Co., Ltd. (the "Company") will be held at Conference Room 1, 2/F, 219 Yuanmingyuan Road, Huangpu District, Shanghai, the PRC at 10 a.m. on Friday, April 30, 2021 for the purposes of considering, and if thought fit, approving the following resolutions:
ORDINARY RESOLUTIONS
1. To consider and approve the report of the board of directors of the Company for the year
ended December 31, 2020.
2. To consider and approve the report of the supervisory committee of the Company for the year ended December 31, 2020.
3. To consider and approve the report of the auditors and audited financial statements of the Company for the year ended December 31, 2020.
4. To consider and approve the re-appointment of auditors for the year ending December 31, 2021.
5. To consider and approve the election of Mr. Xing Jiang as an executive director of the third session of the board of directors of the Company to hold office until the expiry of the term of the third session of the board of directors.
6. To consider and approve the performance evaluation of the directors of the Company for the year 2020.
SPECIAL RESOLUTIONS
7. To consider and approve the grant of a general mandate to the board of directors of the Company to issue shares.
8. To consider and approve the amendments to the articles of association of the Company.
AS REPORTING DOCUMENTS
1. To review the performance report of the directors for the year 2020 of the Company.
2. To review the performance report of the independent directors for the year 2020 of the Company.
3. To review the report on related party transactions and the implementation of its management system for the year 2020 of the Company.
4. To review the report on review and analysis of solvency for the year 2020 of the Company.
By order of the Board
ZhongAn Online P & C Insurance Co., Ltd.
Yaping Ou
Chairman
Shanghai, the PRC, March 29, 2021
* For identification purposes only and carrying on business in Hong Kong as "ZA Online Fintech P & C"
Notes:
1. In order to determine the list of shareholders of the Company who are entitled to attend the AGM, the register of members of the Company will be closed from Tuesday, April 27, 2021 to Friday, April 30, 2021, both days inclusive, during which period no transfer of shares of the Company (the "Shares") will be registered. Unregistered holders of Shares of the Company who wish to attend the AGM must lodge the share certificates accompanied by transfer documents must be lodged with the Company's H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H shares of the Company) or the Company's office of the board of directors at 4-5/F, Associate Mission Building, 169 Yuanmingyuan Road, Shanghai, the PRC (for holders of domestic shares of the Company) no later than 4:30 p.m. on Monday, April 26, 2021 for registration. Shareholders whose names appear on the register of members of the Company on Friday, April 30, 2021 shall be entitled to attend and vote at the AGM.
2. A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the AGM in person to represent the relevant Shareholder.
The instrument appointing a proxy must be in writing under the hand of a shareholder or a representative authorised in writing by such shareholder. If the shareholder is a corporation, the instrument must bear the official stamp or the signatures of its directors, or representatives duly authorised. If that instrument is signed by another person authorized by the shareholder, the power of attorney authorising the signature or other authorisation document must be notarised.
In order to be valid, the proxy form together with the notarised power of attorney or other authorisation document (if any) must be deposited at the Company's H share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for holders of H shares of the Company) or the Company's office of the board of directors at 4-5/F, Associate Mission Building, 169 Yuanmingyuan Road, Shanghai, the PRC (for holders of domestic shares of the Company) not less than 24 hours before the time fixed for the holding of the AGM (i.e. before 10:00 a.m. on Thursday, April 29, 2021) or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at the AGM or any adjournment thereof if he so wishes.
3. According to the provisions of the Articles of Association, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, the resolutions set out in this notice of the AGM will be voted on by way of poll.
4. The AGM is expected to last for half a day. Shareholders or their proxies attending the AGM (or any adjournment thereof) shall produce their identity documents. Shareholders or their proxies attending the AGM shall be responsible for their own travelling and accommodation expenses.
5. For details of ordinary resolutions nos. 1 to 3, please refer to Appendix I to the circular of the Company dated March 29, 2021 (the "Circular") and the 2020 Annual Report of the Company that will be published by the Company on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.zhongan.com) on or before March 26, 2021. For details of ordinary resolution no. 4, please refer to Appendix I to the Circular; for details of ordinary resolution no. 5, please refer to Appendix II to the Circular and for details of ordinary resolution no. 6, please refer to Appendix I to the Circular. For details of special resolution no. 7, please refer to Appendix III to the Circular and for details of special resolution no. 8, please refer to Appendix IV and Appendix V to the Circular.
6. If the attending shareholder is a corporation, its legal representative shall present his/her own identity card, valid certificates and valid documents evidencing his/her capacity as legal representative, whereas the proxy authorised by the legal representative shall present his/her identity card and written proxy form legally issued by the relevant shareholder.
7. References to time and dates in this notice are to Hong Kong time and dates.
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ZhongAn Online P & C Insurance Co. Ltd. published this content on 26 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2021 11:06:08 UTC.
