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Chapter Law Content

Chapter 3 Setting up Branch Offices and Making Equity Investment in Mainland Area
Section 1 Representative Offices
Article 15
A Taiwan-area insurance enterprise that meets the following requirements may apply to the Competent Authority for approval to establish a representative office in Mainland Area:
1. The enterprise has shown sound operational performance and secure financial capacity in the three years prior to application; and
2. The enterprise has not been subject to sanction under the provisions of Article 149, paragraph 2 of the Insurance Act in the three years prior to application, or has been subject to sanction but specific remedial actions have been taken therefor and accepted by the Competent Authority.
Article 16
A Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company that meets the following requirements may apply to the Competent Authority for approval to establish a representative office in Mainland Area:
1. The company has shown sound operational performance and secure financial capacity in the three years prior to application; and
2. The company has not been subject to sanction under the provisions of Article 167-2 of the Insurance Act in the three years prior to application, or has been subject to sanction but specific remedial actions have been taken therefor and accepted by the Competent Authority.
Article 17
A Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company intending to establish a representative office in Mainland Area shall submit the following documents or information to the Competent Authority to apply for approval:
1. An application form;
2. Minutes of the board resolution, or the consent of all directors in the absence of a board of directors;
3. Financial statements audited and certified by a certified public accountant (CPA) for the last three (3) years;
4. Name of the proposed representative; and
5. Such other information or documents as may be required by the Competent Authority.
The proposed representative of the insurance enterprise should have good moral character and professional leadership ability, and is free of the situations set forth in Article 3, paragraph 1, of the Amendments to Article 4, Article 5-1, and Article 9 of the Regulations Governing Required Qualifications for Responsible Persons of Insurance Enterprises.
Article 18
A representative office established in Mainland Area by a Taiwan-area insurance enterprise, insurance agent company, insurance broker company or insurance surveyor company may conduct the following types of business and should comply with the laws and regulations of Mainland Area:
1. Investigations of insurance-related market intelligence.
2. Collection of insurance-related information.
3. Other related liaison matters.
Article 19
A Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company must have obtained the approval of the Competent Authority before applying to [the insurance authority in] Mainland Area for the establishment of a representative office. When a Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company plans to replace its proposed representative, it shall submit relevant documents including a document verifying that the new representative meets the qualification requirements set forth in Article 17, paragraph 2 herein for approval.
A Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company shall promptly inform the Competent Authority after obtaining approval from the insurance authority in Mainland Area to establish a representative office. The preceding provisions shall apply when a Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company closes its representative office in Mainland Area.
A Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company shall submit the following documents to the Competent Authority for recordation prior to setting up the representative office:
1. An approval letter from the insurance authority in Mainland Area;
2. Planned date of establishment and detailed address [of the representative office]; and
3. Name of the proposed representative.
Article 20
A Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company shall comply with the following provisions after it has established a representative office in Mainland Area:
1. If the representative office has a material contingent or fraud incident, the company shall handle and report it according to the provisions set forth by the Competent Authority;
2. The company shall input all relevant information on the representative office into an information reporting system designated by the Competent Authority and update the information when changes occur;
3. Before replacing its representative, the company shall report to the Competent Authority for approval and submit documents verifying that the newly appointed representative meets the qualification requirements set forth in Article 17, paragraph 2 herein to the Competent Authority for approval; and
4. Before changing the address of its representative office, the company shall report to the Competent Authority for recordation.
Section 2 Branches and Subsidiaries
Article 20-1 
A Taiwan-area insurance enterprise that meets the following requirements may apply to the Competent Authority for approval to establish a branch or subsidiary in Mainland Area:
1.The enterprise has shown sound operational performance and secure financial capacity in the three years prior to application;
2. The enterprise’s ratio of equity capital to risk-weighted assets in the most recent period is 250% or higher and the ratio of equity capital to risk-weighted assets after deducting the amount of the investment applied for is 200% or higher;
3. The enterprise has not been subject to any sanction imposed by the Competent Authority in the three years prior to application, or has been subject to sanction but specific remedial actions have been taken therefor and accepted by the Competent Authority;
4. The enterprise is free of the record of deficiency in the implementation of risk management in the past year prior to application or there has been the record of deficiency but specific remedial actions have been taken therefor and accepted by the Competent Authority;
5. The enterprise has sound internal control systems in place; and
6. There are no other facts indicating that the sound business operations of the enterprise are likely to be adversely affected.
Articles 22 to 26 and Article 34 shall apply mutatis mutandis with respect to required documents and business management when a Taiwan-area insurance enterprise applies to the Competent Authority for approval to establish a branch or subsidiary in Mainland Area.
Article 21
A Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company that meets the following requirements may apply to the Competent Authority for approval to establish a branch or subsidiary in Mainland Area::
1. The company has shown sound operational performance and secure financial capacity in the three years prior to application; and
2. The company has not been subject to sanction under the provisions of Article 167-2 of the Insurance Act in the three years prior to application, or has been subject to sanction but specific remedial actions have been taken therefor and accepted by the Competent Authority.   
Article 22
A Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company intending to establish a branch or subsidiary in Mainland Area shall submit the following documents or information to the Competent Authority to apply for approval:
1. An application form;
2. Minutes of the board resolution, or the consent of all directors in the absence of a board of directors;
3. CPA-audited and certified financial statements for the last three (3) years;
4. A feasibility study;
5. A business plan, specifying the scope of business, business principles and policies, future development plans, financial projections for the coming five years, internal organization and division of labor, relationship with the parent company or head office, and personnel allocation, recruitment and training.
6. Operational risk assessment, benefit analysis and concrete risk control/management plan;
7. Possible capital input or capital contribution in the future and stage analysis;
8. Internal control and audit systems, management and performance review rules;
9. Documents evidencing the qualifications of proposed responsible person; and
10. Such other information or documents as may be required by the Competent Authority.
A Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company shall in addition submit relevant documents to the Competent Authority for approval if it has any of the following situations after it has been approved by the Competent Authority to establish a branch or subsidiary in Mainland Area but before the actual establishment:
1. The proposed location or the type of the branch or subsidiary is changed.
2. The proposed responsible person is changed.
3. The investment percentage or amount is increased or decreased.  
Article 23
A Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company must have obtained the approval of the Competent Authority before applying to [the insurance authority in] Mainland Area for the establishment of a branch or subsidiary. The preceding provisions shall apply when the company closes its branch or subsidiary in Mainland Area.
A Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company shall promptly inform the Competent Authority after obtaining approval from the insurance authority in Mainland Area to establish a branch or subsidiary, and submit the following information to the Competent Authority for recordation before its branch of subsidiary commences business:
1. An approval letter from the insurance authority in Mainland Area; and a photocopy of business license if it has been issued;
2. Business items approved for operation by the insurance authority in Mainland Area;
3. Planned date for commencement of business and detailed address [of the branch or subsidiary]; and
4. Name and contact information of responsible person.   
Article 24
A Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company shall apply to the Competent Authority for approval before the working capital or the capital of its branch or subsidiary in Mainland Area is increased or decreased
A Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company shall submit relevant documents to the Competent Authority for approval before it transfers its shareholding in its subsidiary in Mainland Area to others.
When its branch or subsidiary in Mainland Area has any of the following situations, a Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company shall submit the following documents to the Competent Authority for approval in advance:
1. Changing the responsible person.
2. Merging, transferring, or assuming all or an essential part of assets or business of another financial institution.
3. Issuing equity-based securities.
4. Dissolution or suspension of business.
5. Changing the name of branch or subsidiary.
Article 25
A Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company shall promptly inform the Competent Authority by submitting a report on the particulars of the event and relevant information if its branch or subsidiary and/or the branch office of the subsidiary in Mainland Area has any of the situations below:
1. Changing of business items or major management policy.
2. Changing of capital that results in change to the original ownership interest of the Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company [in the branch or subsidiary and/or the branch office of the subsidiary].
3. Making major investments.
4. Changing of business address.
5. Undergoing reorganization, liquidation or bankruptcy proceedings.
6. Having business practices adopted in accordance with the local regulations and business customs but non-complying with the insurance regulations in Taiwan Area.
7. Major loss has occurred or is foreseeable.
8. Having committed a material violation or business license being revoked or annulled by the insurance authority in Mainland Area.
9. Having a material contingent or fraud incident.
10. Having made a report to the insurance authority according to the local financial regulations in Mainland Area.
11. Other material events.
With respect to any of the situations specified in subparagraphs 1 to 6 of the preceding paragraph, a Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company shall report to the Competent Authority in advance.
Article 26
A Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company that has established a branch or subsidiary in Mainland Area shall, within three months from the date of annual settlement of accounts, submit the following information pertaining to said branch or subsidiary to the Competent Authority for recordation:
1. Basic information of the branch, subsidiary and/or the branch offices of the subsidiary and information on its operating status;
2. A business audit report, A CPA-audited financial report, and an examination report of the insurance authority in Mainland Area;
3. A consolidated financial report that includes other offshore branches and subsidiaries prepared according to law; and
4. Such other information or documents as may be required by the Competent Authority.
Section 3 Equity Investment
Article 27
A Taiwan-area insurance enterprise that meets the following requirements may apply to the Competent Authority for approval to make equity investment in an insurance enterprise in Mainland Area or a foreign-invested insurance enterprise as defined in Mainland Area:
1. The enterprise has shown sound operational performance and secure financial capacity in the three years prior to application;
2. The enterprise’s ratio of equity capital to risk-weighted assets after deducting the amount of the planned investment applied for is 200% or higher;
3. The enterprise has not been subject to any sanction imposed by the Competent Authority in the three years prior to application, or has been subject to sanction but specific remedial actions have been taken therefor and accepted by the Competent Authority;
4. The enterprise is free of the record of deficiency in the implementation of risk management in the past year prior to application or there has been the record of deficiency but specific remedial actions have been taken therefor and accepted by the Competent Authority;
5. The enterprise has sound internal control systems in place; and
6. There are no other facts indicating that the sound business operations of the enterprise are likely to be adversely affected.
Article 28
A Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company that meets the following requirements may apply to the Competent Authority for approval to make equity investment in an insurance agent company, insurance broker company, or insurance surveyor company in Mainland Area:
1. The company has shown sound operational performance and secure financial capacity in the three years prior to application; and
2. The company has not been subject to sanction under the provisions of Article 167-2 of the Insurance Act in the three years prior to application, or has been subject to sanction but specific remedial actions have been taken therefor and accepted by the Competent Authority.
Article 29
Unless it is otherwise provided by the Competent Authority, a Taiwan-area insurance agent company, insurance broker company, or insurance surveyor company intending to make equity investment in Mainland Area shall submit the following documents to the Competent Authority for approval:
1. An application form.
2. An investment plan that includes the following particulars:
(1) An investment plan, including the strategic objectives of investment, expected benefits, sources of funds, fund utilization plan, and fund recovery plan;
(2) Principles for business operation, including the location, capital, operations, business items and business strategies of the invested company.
(3) The shareholder structure, organizational structure and functions, and manpower of the invested company.
(4) Financial projections of the invested company for the coming three years.
(5) Risk assessment, including assessment of operational risk and concrete risk control/management plan.
3. Minutes of the board resolution, or the consent of all directors in the absence of a board of directors.
4. CPA-audited or reviewed financial report for the latest period.
5. Details of domestic and foreign investees on the date of application.
6. An equity investment agreement which should show that the financial and business information of the invested company will be made available and the strategic objective of the investment will be performed.
7. The list of persons to be assigned as director, supervisor or manager of the invested company.
8. Such other information or documents as may be required by the Competent Authority.
The persons to be assigned as director, supervisor or manager by the insurance enterprise as mentioned in subparagraph 7 of the preceding paragraph shall meet the qualification requirements set forth in the Regulations Governing Required Qualifications for Responsible Persons of Insurance Enterprises.
Article 30
A Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company must have obtained the approval of the Competent Authority before applying to [the insurance authority in] Mainland Area for making equity investment, and shall promptly inform the Competent Authority after obtaining approval from the insurance authority in Mainland Area to make equity investment..
After a Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company has obtained the approval of the insurance authority in Mainland Area to make equity investment, it shall promptly report to the Competent Authority for recordation by submitting documents relating to the following particulars:
1. An approval letter from the insurance authority in Mainland Area; and
2. The amount and target of investment, and the equity structure of invested company.
Article 31
A Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company shall submit relevant documents to the Competent Authority for approval before they transfer their shareholding in an invested company in Mainland Area to others.
Article 32
When a Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company intends to increase its equity investment in an institution in Mainland Area, it shall submit documents to the Competent Authority for approval in accordance with Article 29 herein.
If a Taiwan-area insurance enterprise intends to increase its equity investment in an insurance enterprise in Mainland Area such that its total shareholding in the Mainland-area enterprise will exceed 50 percent of said enterprise’s total outstanding voting shares or total capital, the Taiwan-area insurance enterprise shall apply to the Competent Authority for approval pursuant to Article 22, paragraph 1 and paragraph 2 herein.
Article 33
A Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company shall promptly inform the Competent Authority by submitting a report on the particulars of the event and relevant information if its invested company in Mainland Area has any of the situations below:
1. Changing of business items or major management policy.
2. Changing of capital that results in change to the original ownership interest of the Taiwan-area insurance enterprise insurance agent company, insurance broker company, or insurance surveyor company.
3. Making major investments.
4. Dissolved or suspended business.
5. Changing the name of the institution.
6. Merging, transferring, or assuming all or an essential part of assets or business of another financial institution.
7. Undergoing reorganization, liquidation or bankruptcy proceedings.
8. Major loss has occurred or is foreseeable.
9. Having committed a material violation or business license being revoked or annulled by the insurance authority in Mainland Area.
10. Other material events.
With respect to any of the situations specified in subparagraphs 1 to 7 of the preceding paragraph, a Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company shall report to the Competent Authority in advance.
Article 34
A Taiwan-area insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company shall input the basic and operating information of its invested insurance enterprise, insurance agent company, insurance broker company, or insurance surveyor company in Mainland China into an information reporting system designated by the Competent Authority and update the information when changes occur.