新华人寿保险股份有限公司章程 | | | | | 本章程制定与修改记录 | 1 | | --- | --- | --- | | 第一章 总 | 则 | 3 | | 第二章 | 经营宗旨和范围 | 6 | | 第三章 | 股份和注册资本 | 6 | | 第四章 | 减资和购回股份 | 12 | | 第五章 | 购买公司股份的财务资助 | 16 | | 第六章 | 股票和股东名册 | 17 | | 第七章 | 股份转让 | 22 | | 第八章 | 党组织（党委） | 25 | | 第九章 | 股东的权利和义务 | 27 | | 第十章 | 股东大会 | 37 | | 第十一章 | 类别股东表决的特别程序 | 57 | | 第十二章 | 董事会 | 60 | | 第十三章 | 公司经营管理层 | 100 | | 第十四章 | 监事会 | 106 | | 第十五章 | 公司董事、监事、总裁和其他高级管理人员的资格和义务 | 117 | | 第十六章 | 财务会计、审计、内控合规、风险管理与保险当事人合法权益保护 | 127 | | 第十七章 | 关联交易和信息披露 | 141 | | 第十八章 | 合并、分立、解散 ...

| A股股票代码：601336 | A股股票简称：新华保险 编号：2025-020号 | | --- | --- | | H股股票代码： 01336 | H股股票简称：新华保险 | 新华人寿保险股份有限公司 关于《公司章程》获核准的公告 新华人寿保险股份有限公司董事会 新华人寿保险股份有限公司董事会及全体董事保证本公告内容不存 在任何虚假记载、误导性陈述或者重大遗漏，并对其内容的真实性、准确 性和完整性承担法律责任。 新华人寿保险股份有限公司（以下简称"本公司"）于近日收到国家金融监 督管理总局《关于新华人寿保险股份有限公司修改章程的批复》（金复[2025]183 号），国家金融监督管理总局已核准本公司 2023 年年度股东大会对《新华人寿保 险股份有限公司章程》（以下简称"《公司章程》"）的修订。 2025 年 4 月 8 日 本公司 2024 年 6 月 28 日召开的 2023 年年度股东大会审议通过了《关于修 订〈公司章程〉的议案》。本公司根据相关法律法规、监管规定和公司治理实践 对《公司章程》的部分条款进行了修订，具体内容请见本公司于 2024 年 5 月 28 日发布的《新华保险 2023 年年度 ...

《通知》主要内容包括：一是上调权益资产配置比例上限。简化档位标准，将部分档位偿付能力充足率对 应的权益类资产比例上调5个百分点，进一步拓宽权益投资空间，为实体经济提供更多股权性资本。二是 提高投资创业投资基金的集中度比例。引导保险资金加大对国家战略性新兴产业股权投资力度，精准高效 服务新质生产力。三是放宽税延养老比例监管要求。明确税延养老保险普通账户不再单独计算投资比例， 助力第三支柱养老保险高质量发展。 《通知》的发布是优化保险资金资产配置的重要举措，有利于促进保险业做好金融"五篇大文章"，更好发 挥长期资金和"耐心资本"优势。下一步，金融监管总局将持续完善保险资金运用监管政策，助力经济社会 发展。 多家保险机构表示，坚定看好中国资本市场发展前景，将发挥险资长线优势，做好真正的"耐心资本"。此 外，中国太保还公告筹划回购公司A股股份。 中国太保 4月8日盘中公告，坚信中国经济长期向好的基本面没有改变，坚定看好中国资本市场发展前 景。公司坚持"价值投资、长期投资、稳健投资、责任投资"理念，看好中国权益市场长期配置价值，发挥 保险资金长期投资优势，做市场真正的耐心资本。 中国太保表示，已于4月7日增持了宽基交易 ...

Investment Rating - The report maintains a "Recommended" rating for the insurance industry, indicating a potential increase in stock prices relative to benchmark indices by over 15% [6][18]. Core Insights - The recent notification from the National Financial Supervision Administration optimizes the regulatory policy for insurance funds, increasing the equity investment ratio by 5% for certain solvency levels, which is expected to enhance the flexibility of equity investments and support capital market development [3][4]. - The theoretical potential for equity allocation among major listed insurance companies is significant, with a total potential increase of approximately 47,504 billion yuan across the sector [5][8]. - The adjustment in regulatory requirements is anticipated to facilitate long-term capital entering the market, thereby promoting stable development in the capital market and allowing insurance companies to benefit from market growth [6][7]. Summary by Sections Regulatory Changes - The notification simplifies the standards for solvency ratios and increases the upper limits for equity asset allocation for companies with solvency ratios in the ranges of [150%,200%), [250%,300%), and above 350% by 5% [3][8]. - It also raises the concentration ratio for venture capital investments and relaxes the regulatory requirements for tax-deferred pension accounts, enhancing investment flexibility [3]. Financial Metrics - As of the end of 2024, major listed insurance companies have total assets of 67,695 billion yuan (China Life), 129,578 billion yuan (Ping An), and others, with solvency ratios ranging from 186.0% to 281.0% [4][5]. - The theoretical increase in equity investment capacity for China Taiping, China Re, and China Pacific is estimated at 1,417 billion yuan, 883 billion yuan, and 867 billion yuan respectively, totaling approximately 3,168 billion yuan [4][7]. Investment Recommendations - The report suggests that the insurance sector, particularly leading companies with larger investable assets and robust investment capabilities, will benefit significantly from the regulatory changes [6][7]. - It emphasizes the importance of monitoring market conditions and suggests a focus on companies like China Taiping, China Re, and others for potential investment opportunities [6][7].

Investment Rating - The report maintains a positive outlook on the insurance industry, highlighting strong profit growth driven by investment performance and manageable impacts from economic assumption adjustments [3][4]. Core Insights - The insurance industry is expected to see a significant increase in net profit, with A-share listed insurance companies projected to achieve a total net profit of CNY 347.6 billion in 2024, representing a year-on-year increase of 77.7% [3][5]. - Investment performance is the primary driver of profit growth, contributing 94.5% to the pre-tax profit increase, while total investment income is expected to grow by 110% year-on-year [3][10]. - Economic assumption adjustments have a controllable impact on core indicators, with the investment return rate lowered from 4.5% to 4.0%, and the net value of new business (NBV) expected to decline between 5.4% and 36.2% [3][20][23]. Summary by Sections 1. Investment-Driven Profit Growth - The capital market recovery has significantly boosted the investment performance of insurance companies, leading to a substantial increase in net profit [5][10]. - The total investment income for A-share listed insurance companies is projected to reach CNY 781.1 billion, with a year-on-year growth of 110% [13][10]. 2. Economic Assumption Adjustments - The report indicates a cautious adjustment of economic assumptions, with the investment return rate reduced by 50 basis points to 4.0% [20][22]. - The adjustments are expected to have a limited negative impact on core indicators, with most insurance companies maintaining positive growth in embedded value (EV) [27][30]. 3. Liability Side: NBVM Driving NBV Growth - The NBV growth for listed insurance companies is projected to range from 17.8% to 127% year-on-year, driven by improvements in the new business value margin (NBVM) [3][42]. - The report highlights a mixed performance in new business growth across different companies, influenced by the "reporting and operation integration" policy [47][48]. 4. Asset Side: Strong Investment Performance - The report notes a significant increase in investment assets, with a year-on-year growth of 20.8% to CNY 18.15 trillion by the end of 2024 [3][10]. - The allocation towards bonds and equities has increased, reflecting a positive investment strategy among listed insurance companies [3][10]. 5. Investment Analysis Recommendations - The report recommends continued investment in companies such as New China Life, China Pacific Insurance, China Ping An, AIA, and China Life, based on their strong performance and growth potential [3][10].

Macroeconomic Insights - China will impose a 34% tariff on all imports from the United States starting April 10, 2025, which is expected to significantly reduce agricultural imports from the U.S. [3] - In 2024, China imported agricultural products worth $24.9 billion from the U.S., with major imports including soybeans (22.1 million tons), sorghum (5.7 million tons), corn (2.1 million tons), and wheat (1.9 million tons) [3]. Agricultural Sector - The increase in tariffs is likely to enhance domestic grain prices and benefit the planting industry chain, emphasizing the need for self-sufficiency in grain production [3]. - The report highlights the importance of technological advancements in agriculture, particularly in genetically modified and gene-edited crops, which are expected to accelerate, benefiting seed companies with leading technology reserves [3]. - The report recommends focusing on companies that are actively expanding their domestic brands in the pet food sector, such as Guibao Pet and Zhongchong Co., which primarily generate revenue from domestic sales [4]. Livestock Industry - The report indicates that the pig farming sector is expected to see a significant improvement in profitability for the 2024 annual report and the first quarter of 2025, driven by favorable pig prices and reduced costs [5]. - The analysis of March's supply and demand dynamics in the pig farming industry shows a balanced market, but a potential downward trend in prices is anticipated if there is no support from state reserves [4][5]. Investment Recommendations - Recommended stocks in the poultry sector include Shengnong Development, Yisheng Shares, and Lihua Shares; for the post-cycle sector, recommended stocks are KQ Bio, Haida Group; in the pig farming sector, recommended stocks include Muyuan Foods, Wens Foodstuff Group, Tiankang Bio, and Shennong Group [7]. - In the seed industry, recommended stocks include Fengle Seed Industry, Quanyin High-Tech, Longping High-Tech, and Dabeinong [7]. - In the pet sector, recommended stocks are Guibao Pet, Zhongchong Co., and Ruipu Bio [7]. Chemical Industry - The report suggests that the imposition of a 34% tariff on U.S. imports will accelerate the domestic substitution process for chemical products, particularly in high-end markets [17]. - Beneficiary products include lubricant additives, nucleating agents, adsorption separation resins, and nano-silica, with specific companies recommended for investment [19]. Rare Earth Industry - The report maintains an "overweight" rating on the rare earth sector, anticipating that the recent tariffs will enhance China's strategic advantages in rare earth production and lead to price increases due to supply-demand mismatches [22]. - The export control measures on heavy rare earths are expected to stimulate overseas stockpiling, further driving up prices [23]. Insurance Sector - The insurance sector is projected to see stable growth in 2025, with a focus on improving asset-liability matching strategies [25]. - The report recommends increasing holdings in companies like China Pacific Insurance and New China Life Insurance, which are expected to benefit from improved investment returns and stable business strategies [40].

Investment Rating - The report maintains a "Neutral" rating for the insurance industry [8] Core Insights - The insurance industry experienced a slight decline in premium income, with total premium income for January and February 2025 at 1,515.4 billion yuan, down 1.2% year-on-year. Life insurance premium income was 1,195.1 billion yuan, down 2.6%, while property insurance premium income was 320.3 billion yuan, up 4.7% [1][2] - Life insurance showed stable performance in the "opening red" period, with health insurance continuing to grow. Life and health insurance premium income for the first two months was 1,020.9 billion yuan and 167.2 billion yuan, respectively, down 3.5% and up 3.0% year-on-year [2] - The decline in life insurance premium income is attributed to multiple factors, including poor transformation of participating products, early consumption due to lower guaranteed interest rates, and a slowdown in sales due to the implementation of the "reporting and operation in one" policy in the bancassurance channel [2][3] - The property insurance sector saw a 4.7% year-on-year increase in premium income, driven by a significant rise in automobile sales, with 3.948 million passenger cars sold, up 14.4%, and 1.836 million new energy vehicles sold, up 52.1% [4][5] - The outlook for 2025 suggests that life insurance is expected to gradually emerge from the adjustment cycle, moving towards high-quality development in a low-interest-rate environment. Property insurance will focus on rebalancing scale and value [5] Summary by Sections Life Insurance - Life insurance premium income for January and February was 1,020.9 billion yuan, down 3.5% year-on-year. The decline is mainly due to the transformation issues of participating products and the impact of lower interest rates [2][3] - Health insurance continues to show stable growth, supported by policies encouraging the integration of health insurance and medical services [2] Property Insurance - Property insurance premium income reached 320.3 billion yuan, up 4.7% year-on-year, with a notable increase in both auto and non-auto insurance premiums [4] - The growth in non-auto insurance is attributed to agricultural insurance, liability insurance, health insurance, and accident insurance, with respective year-on-year increases of 4.6%, 4.1%, 5.1%, and 11.1% [4] Market Outlook - The report anticipates a gradual recovery in life insurance and a focus on professional and refined development in property insurance, with an emphasis on the growth of commercial medical insurance and retirement products [5]

Investment Rating - The report maintains a "Positive" outlook on the non-bank financial industry, indicating an expectation for the sector to outperform the overall market [2]. Core Insights - The recent notification from the Financial Regulatory Bureau expands the investment scope for insurance funds, allowing direct investments in unlisted companies and broadening the range of investable industries to include technology, big data, and modern agriculture [2]. - As of the end of 2024, the balance of long-term equity investments by insurance funds reached 2.46 trillion yuan, accounting for 7.4% of total investments, suggesting a shift towards equity investments to enhance returns amid declining long-term interest rates [2]. - The report highlights the potential for insurance companies to optimize asset allocation and support the real economy through these new investment opportunities [2]. Summary by Sections Market Review - The Shanghai Composite Index closed at 3,861.50 with a decline of 1.4% during the week of March 31 to April 4, 2025, while the non-bank index closed at 1,763.44, down 1.3% [5]. - The insurance sector saw a slight decline of 0.7%, while the multi-financial sector increased by 0.3% [5]. Non-Bank Industry Insights - The report notes that the insurance sector's performance is influenced by regulatory changes, with a focus on enhancing the investment landscape for insurance funds [2]. - The brokerage sector experienced a decline of 1.78%, with a notable increase in trading activity, as evidenced by a 70.2% year-on-year increase in stock trading volume for Q1 2025 [2]. Key Data Tracking - As of April 3, 2025, the average daily trading volume was 11,014.61 billion yuan, reflecting a decrease of 27.91% compared to the previous month [35]. - The margin trading balance reached 19,120.12 billion yuan as of April 2, 2025, indicating a growth of 474.29 billion yuan since the beginning of the year [37].

Investment Rating - The report indicates a positive outlook for the insurance sector, highlighting significant profit growth driven by investment returns and robust performance in both life and non-life insurance segments [6]. Core Insights - Profit growth for listed insurance companies is substantial, with net profit growth rates for 2024 projected as follows: Xinhua (+201.1%), China Life (+131.6%), ZhongAn (+105.4%), PICC (+88.2%), Taiping (+64.9%), Ping An (+47.8%), and China Pacific Insurance (+30.9%) [1][13]. - The report emphasizes that the strong performance is primarily due to favorable capital market conditions, which have positively impacted the asset side of the companies [1][13]. - The report also notes a decline in the dividend payout ratio under new standards, although the absolute value of dividends has increased significantly [2][23]. Summary by Sections Financial Performance - Net profit for five listed insurance companies increased by 82% year-on-year, driven by improved investment returns from both equity and bond markets [13]. - The operating profit for major companies like Ping An and China Life showed positive growth, with Ping An's profit increasing by 9.1% and China Life's by 131.6% [14][13]. - The report highlights a mixed performance in contract service margins, with most companies achieving positive growth [20]. Life Insurance - New Business Value (NBV) growth is robust, with notable increases for companies such as PICC (+127.0%) and Xinhua (+106.8%) [3]. - The margin improvements are attributed to better payment structures and a unified approach in bancassurance channels [3][4]. - The report indicates that the economic assumptions adjustments have led to a generally positive outlook for Embedded Value (EV) growth across most companies, with China Life and Sunshine showing impressive growth rates of 11.2% [36]. Non-Life Insurance - The report notes a divergence in growth rates for non-auto insurance, with companies like ZhongAn (+13.4%) and Sunshine (+8.1%) performing well [5]. - The combined ratio (COR) performance varies, with ZhongAn at 96.9% and Ping An at 98.3%, reflecting the impact of natural disasters on claims [5][39]. - The report suggests that the non-auto insurance segment is driven by health and liability insurance products [5]. Investment Recommendations - The report recommends focusing on two main lines for insurance stocks: the non-life insurance sector, which is expected to see high profit growth due to dual improvements in underwriting and investment, and the life insurance sector, particularly Xinhua and China Taiping, which are noted for their high beta and strong new business quality [6].

Core Viewpoint - Xinhua Insurance has increased its stake in Beijing Enterprises Holdings Limited, acquiring an additional 150,000 shares, bringing its total ownership to approximately 5% of the company's total issued shares [1][2]. Group 1: Investment Activity - Xinhua Insurance acquired 150,000 shares of Beijing Enterprises on March 26, 2025, through a secondary market auction, which represents 0.01% of the total issued shares [1][2]. - Prior to this acquisition, Xinhua Insurance held 6,278,850 shares, which accounted for 4.99% of Beijing Enterprises' total issued shares [2]. - After the transaction, the total shares held by Xinhua Insurance increased to 62,938,500, representing 5% of the total issued shares of Beijing Enterprises [2]. Group 2: Financial Performance of Beijing Enterprises - In 2024, Beijing Enterprises reported a revenue of 84.064 billion yuan, reflecting a year-on-year growth of 2.13% [1]. - The net profit attributable to the parent company for 2024 was 5.123 billion yuan, which is a decline of 6.82% compared to the previous year [1]. - The basic earnings per share for Beijing Enterprises stood at 4.07 yuan [1]. Group 3: Strategic Rationale - Xinhua Insurance plans to categorize its investment in Beijing Enterprises as part of its equity investment management strategy [3]. - The company has been actively increasing its stakes in various listed companies since 2024, including Shanghai Pharmaceuticals and GuoYao Group, indicating a strategic shift towards equity investments [3]. - The Vice President of Xinhua Insurance stated that the company's investment activities are aimed at achieving long-term stable returns while adapting to current market conditions [3]. Group 4: Industry Trends - Since 2024, multiple insurance companies have been actively increasing their stakes in various sectors, including banking and utilities [3][4]. - For instance, Ping An Life has triggered multiple stake increases in banks such as China Merchants Bank and Postal Savings Bank [3]. - Longcheng Life has also shown a preference for infrastructure-related stocks, increasing its holdings in companies like Datang Renewable and China Water Affairs [4]. Group 5: Market Conditions - According to GuoXin Securities, insurance companies are facing pressure on their asset side due to declining long-term interest rates and ongoing volatility in the equity market [5]. - The report suggests that insurance companies are likely to continue increasing their allocation to high-dividend and high-capital appreciation potential stocks to meet long-term and stable demand [5]. - The strategy of acquiring stakes in listed companies is seen as a way to smooth accounting profits and reduce volatility in investment returns [5].