Measures for Management of Indirect Investment of Insurance Funds in Infrastructure Projects

Chapter I General Provisions Article 1 In order to strengthen the management of indirect investment of insurance funds in infrastructure projects, to prevent and control the risks of management and operation, to ensure the safety of insurance funds, to safeguard the lawful rights and interests of the insurer, the insured and all parties concerned, and to promote the stable and healthy development of the insurance industry, these Measures have been formulated in accordance with the Insurance Law of the People's Republic of China, the Trust Law of the People's Republic of China and the Contract Law of the People's Republic of China, and other laws and administrative regulations. and the Contract Law of the People's Republic of China, these Measures are formulated. Article 2 The indirect investment of insurance funds in infrastructure projects referred to in these Measures means that the principal entrusts its insurance funds to the trustee, who establishes an investment plan in its own name in accordance with the principal's wishes, invests in infrastructure projects, and manages or disposes of them for the benefit of the beneficiaries or for a specific purpose. Article 3 A principal investing in an investment plan established by a trustee shall employ a custodian to manage the property of the investment plan. The beneficiary shall employ an independent supervisor to supervise the management and operation of the investment plan. Article 4 The principal, trustee, beneficiary, custodian, independent supervisor and other parties involved in the investment plan shall engage in relevant business activities in accordance with the law, and in accordance with the provisions of these Measures, sign a written contract setting out the rights and obligations of the parties. Article 5 The property of the investment plan is independent of the inherent property of the trustee, custodian, independent supervisor and other natural persons, legal persons or organizations providing services for the management of the investment plan, as well as other property under their management. The property and gains obtained by the trustee from the management, application, disposal or other circumstances of the investment plan property shall be attributed to the investment plan property. Article 6 If the trustee, custodian, independent supervisor and other natural persons, legal persons or organizations providing services for the management of the investment plan are terminated and liquidated due to being dissolved, revoked or declared bankrupt according to law, the property of the investment plan shall not be part of its liquidation property.

The claims of the investment plan property shall not be offset against the debts arising from the inherent property of the trustee, custodian, independent supervisor and other natural persons, legal persons or organizations providing services for the management of the investment plan. The claims and debts of different investment plan properties shall not be set off against each other.

Not due to the implementation of the investment plan to generate debt, shall not be enforced against the investment plan property. Article 7 The indirect investment of insurance funds in infrastructure projects shall follow the principles of safety, profitability, liquidity and matching of assets and liabilities. The principal shall invest prudently and prevent risks. The trustee, custodian, independent supervisor and other natural persons, legal persons or organizations providing services for the management of the investment plan shall exercise due diligence and fulfill their obligations of honesty, credit, prudence and diligence. Article 8 The China Insurance Regulatory Commission (hereinafter referred to as CIRC) shall be responsible for formulating policies relating to indirect investment of insurance funds in infrastructure projects.

CIRC and the relevant regulatory authorities shall supervise and manage the parties and relevant business activities of indirect investment of insurance funds in infrastructure projects in accordance with the law. Chapter II Investment Plan Article 9 The investment plan referred to in these measures refers to the financial instruments in which the parties agree on their respective rights and obligations in the form of contract, and determine the investment share, amount, currency, duration or exit mode, use of funds, payment of proceeds and transfer of beneficiary certificates, etc. The investment plan may take the form of a debtor's contract, or a debtor's contract, or a debtor's contract. Article 10 investment plan can take debt, equity, property rights and other feasible ways to invest in infrastructure projects.

Investment plans to take debt investment in infrastructure projects, should have a clear repayment arrangements. Taking equity, government and social capital cooperation mode of investment in infrastructure projects, should choose the fee pricing mechanism is transparent, with an expected stable cash flow or have a clear exit arrangements for the project. Article 11 The infrastructure projects invested in by the investment plan shall comply with the following conditions:

(1) conform to the national industrial policy and relevant policies;

(2) fulfill the legal procedures for the project's project initiation, development, construction, operation, etc.

(3) have no bad credit record of the financing body in the last 2 years;

(4) other conditions stipulated by CIRC. Article 12 The investment plan shall not invest in infrastructure projects under any of the following circumstances:

(i) investment is expressly prohibited or restricted by the State;

(ii) legal and effective licenses should be obtained but have not yet been obtained as stipulated by the State;

(iii) there is a legal risk such as the main body is uncertain or ownership is unclear;

(iv) the financing subject does not meet the statutory conditions for financing;

(v) other circumstances stipulated by CIRC. Article 13 An investment plan shall include at least the following legal instruments:

(1) the prospectus of the investment plan;

(2) the fiduciary contract signed by the principal and the trustee, which shall include at least the name of the investment plan, the management mode, the rights and obligations of the parties, the term or the investment withdrawal mode, the amount, the distribution and payment of the proceeds from the property of the investment plan, the management fees and compensation, the subject and manner of assumption after the loss of investment plan property, liability for breach of contract and dispute settlement;

(c) the fiduciary contract signed between the principal and the custodian, which shall at least include the scope of the fiduciary property, allocation of proceeds from the investment plan property, liquidation of the funds, accounting and valuation, accrual of expenses and liability for breach of contract;

(d) the The investment contract or related agreement signed between the trustee and the financing entity shall at least include the investment amount, duration or investment withdrawal method, the use of funds and the method of fund transfer, the project management method, the operation and management, and the liability for breach of contract;

(v) the supervision contract signed between the beneficiary and the independent supervisor, which shall at least include the scope of the supervision of the independent supervisor, the confirmation of the transfer of the funds exceeding the limit, and the method of fund transfer. The contract shall at least include the scope of supervision by the independent supervisor, confirmation of fund allocation and the method of fund allocation, project management and operation, construction quality supervision and liability for breach of contract;

(vi) the articles of association of the general meeting of the beneficiaries;

(vii) if the investment plan has credit enhancement arrangement, it shall include the legal document of credit enhancement;

(viii) other legal documents stipulated by the China Insurance Regulatory Commission (CIRC).

The legal documents stipulated in items (b), (c), (d), (e) and (f) of the preceding paragraph shall set out the matters relating to the trusteeship, custody, investment in the project, supervision and so on, in which other parties are involved.