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 ...

Group 1 - The Financial Regulatory Administration has issued a notice to adjust the regulatory ratio of equity assets for insurance funds, aiming to enhance support for the capital market and the real economy [1] - The notice includes raising the upper limit for equity asset allocation by 5%, simplifying the tier standards, and expanding investment space for equity capital in the real economy [1] - It also encourages insurance funds to increase their investment in venture capital funds, focusing on strategic emerging industries to effectively support new productive forces [1] Group 2 - China Life Group emphasizes its commitment to long-term, value, and responsible investment, aiming to be a key player in supporting the capital market with substantial investments [2] - New China Life Insurance plans to implement the regulatory requirements and enhance its investment in strategic emerging industries, reinforcing its role in supporting the stable development of the capital market and the real economy [2] - According to estimates, the insurance industry's fund utilization balance for 2024 is projected to be 33.26 trillion, with potential incremental market funds of 1.66 trillion if the upper limit for equity asset allocation is fully utilized [2]

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].

Core Viewpoint - Xinhua Insurance has increased its stake in Beijing Holdings to 5% through secondary market transactions, marking its second stake increase this year, following its acquisition of Hangzhou Bank in January [1][2][5]. Group 1: Company Actions - Xinhua Insurance announced the acquisition of an additional 150,000 shares of Beijing Holdings, raising its total holdings to 62,938,500 shares, which represents 5% of the company's total equity [3][4]. - The company has been active in the capital market, having previously increased its stakes in several companies, including China National Pharmaceutical Group, Shanghai Pharmaceuticals, and Haitong Securities [5][6]. Group 2: Financial Metrics - As of March 26, Xinhua Insurance's equity assets amounted to 317.47 billion yuan, accounting for 21.13% of its total assets, which were reported at 1,692.297 billion yuan with a net asset value of 96.24 billion yuan [4][6]. - The solvency ratio of Xinhua Insurance stands at 217.55%, indicating a strong capital position [4]. Group 3: Market Trends - The insurance sector has seen increased activity in the capital markets, with several major insurance companies, including China Life and Ping An Life, participating in stake increases across 13 listed companies this year [6]. - The banking sector has emerged as a favored investment area for insurance capital, followed by public utilities and energy companies, reflecting a strategic focus on stable and high-quality companies [6].

Group 1 - Xinhua Insurance increased its stake in Beijing Enterprises Holdings by acquiring 150,000 shares, raising its ownership to 62.9385 million shares, which is 5.00% of the total issued shares, triggering a mandatory disclosure [1] - The market value of Xinhua Insurance's holdings in Beijing Enterprises is approximately HKD 1.94 billion [1] - Beijing Enterprises reported a revenue of HKD 84.064 billion for 2024, a year-on-year increase of 2.13%, but its net profit decreased by 6.82% to HKD 5.123 billion [1] Group 2 - This is the second time Xinhua Insurance has made a significant stake acquisition in 2023, having previously acquired 5.45% of Hangzhou Bank from the Commonwealth Bank of Australia, increasing its stake to 5.87% [2] - The trend of frequent stake acquisitions by insurance companies reflects a broader pattern, with over six insurance firms having made stake acquisitions in 13 listed companies since 2025 [2] - The focus of these acquisitions is primarily on bank stocks and public utility stocks, with five of the 13 targeted companies being banks, indicating a preference for high-dividend assets in a low-interest-rate environment [2]

Group 1 - The core event is the establishment of the Xinhua Insurance Running Team, coinciding with the 2025 Beijing Sub-Center Marathon, where Xinhua Insurance serves as the exclusive insurance sponsor [1] - Xinhua Insurance aims to provide comprehensive insurance coverage for 15,000 participants, staff, and volunteers, showcasing its commitment to health protection and urban development [1][2] - The "New Beijing Style·Health Care Travel" service system has been launched, integrating health management, elderly care communities, and travel services, resulting in a 10% year-on-year growth in premium income and a 20% increase in value [2] Group 2 - The "Health Care Travel" platform combines events with health ecology, offering customized health check-ups and elderly community experiences to members of the Xinhua Running Team [2] - The event reflects Xinhua Insurance's integration of corporate culture into social welfare, demonstrating efficient collaboration and meticulous operational capabilities [2] - Customers express appreciation for Xinhua Insurance's service philosophy, noting that the company is redefining its role from risk manager to a promoter of healthy living [3] Group 3 - The marathon serves as a starting point for Xinhua Insurance to deepen its connection with urban development and public welfare through an "insurance + health + sports" model [3] - The company aims to enhance its brand presence and commitment to long-term value through this initiative, reinforcing the slogan "Xinhua Insurance, Long-lasting Protection" [3]

Investment Rating - The report maintains a "Buy-A" investment rating for the company [4][6]. Core Views - The company achieved a record high in 2024 with total revenue of 1325.55 billion yuan, representing a year-on-year increase of 85.3%, and a net profit attributable to shareholders of 262.29 billion yuan, up 201.1% year-on-year [1]. - New business value (NBV) reached 62.53 billion yuan, reflecting a significant year-on-year growth of 106.8% [2]. - The company has prudently adjusted the investment return assumptions for non-linked insurance funds to 4.0% and the risk discount rate to 8.5%, resulting in an embedded value of 2584 billion yuan at the end of 2024, an increase of 3.17% from the beginning of the year [1]. Summary by Sections Business Performance - The company reported original premium income of 1705.11 billion yuan in 2024, a year-on-year increase of 2.8%. Long-term insurance new single premiums were 388.11 billion yuan, down 5.1% year-on-year, while long-term insurance new single regular premiums increased by 15.6% to 272.20 billion yuan [2]. - The new business value rate improved significantly from 6.7% in 2023 to 14.6% in 2024, an increase of 7.9 percentage points [2]. - The personal life insurance business showed a 13-month continuation rate of 95.7%, up 5.9 percentage points year-on-year, and a 25-month continuation rate of 86.2%, up 7.8 percentage points [2]. Agent and Channel Performance - The number of individual insurance agents decreased slightly to 136,000, down by 19,000 year-on-year, but the average monthly performance of agents improved by 41% year-on-year to 0.81 million yuan [3]. - The bancassurance channel generated premium income of 516.74 billion yuan, a year-on-year increase of 8.1%, with first-year premiums for long-term insurance reaching a historical high of 138.73 billion yuan, up 11.5% year-on-year [3]. Investment Performance - Total investment income surged by 251.6% year-on-year, with an overall investment return rate of 5.8%, up 4.0 percentage points year-on-year, and a net investment return rate of 3.2%, down 0.2 percentage points year-on-year [3]. - The proportion of bond investments increased by 2.0 percentage points to 52.1%, while stock investments rose significantly by 70.2% to 1807.95 billion yuan, accounting for 18.8% of total investment assets, an increase of 4.6 percentage points year-on-year [3]. Financial Projections - The report forecasts earnings per share (EPS) for 2025, 2026, and 2027 to be 8.80 yuan, 11.47 yuan, and 11.72 yuan respectively, with a target price of 57.61 yuan based on a 0.65x P/EV for 2025 [4][6].

| A股股票代码：601336 | A股股票简称：新华保险 编号：2025-019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 关于总精算师任职资格获核准的公告 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。 特此公告。 新华人寿保险股份有限公司董事会 2025 年 4 月 1 日 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（以下简称"金融监管总局"）《关于潘兴新华人寿保险股份有 限公司总精算师任职资格的批复》（金复[2025]198号），金融监管总局已核准 潘兴先生担任本公司总精算师的任职资格，潘兴先生总精算师的任职自2025年3 月28日起生效。 潘兴先生的简历请参见本公司于2024年12月28日在上海证券交易所网站 （www.sse.com.cn）发布的《新华保险第八届董事会第二十八次会议决议公告》。 ...

| A股股票代码：601336 | A股股票简称：新华保险 编号：2025-018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 关于董事任职资格获核准的公告 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（以下简称"金融监管总局"）《关于毛思雪新华人寿保险股份有限 公司董事任职资格的批复》（金复[2025]190号），金融监管总局已核准毛思雪女 士担任本公司董事的任职资格。 特此公告。 新华人寿保险股份有限公司董事会 2025 年 4 月 1 日 毛思雪女士担任本公司董事的任期自2025年3月26日起至本公司第八届董事 会任期届满时止。毛思雪女士的简历请参见本公司于2024年12月19日在上海证券 交易所网站（www.sse.com.cn）发布的《新华保险2025年第一次临时股东大会会 议材料》。 ...