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]

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].

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]

Core Viewpoint - The trend of long-term funds investing in A-shares through ETFs is expected to continue throughout 2024, with significant purchases from institutions like Huijin and insurance funds [2][14]. Group 1: Huijin's Increased Holdings - In the second half of 2024, Huijin's investment strategy focused on core broad-based ETFs, with Huijin Asset Management being the main buyer, acquiring 713.58 million ETF shares [3]. - Huijin Asset Management increased its holdings in several ETFs, including Huatai-PineBridge CSI 300 ETF and E Fund CSI 300 ETF, with respective purchases of 258.93 million and 190.11 million shares [3]. - Huijin Investment's actions were primarily concentrated in the first half of 2024, with a notable increase in holdings of the E Fund CSI 500 ETF by 13.86 million shares, while reducing its holdings in the E Fund CSI 300 ETF by 273.80 million shares due to fund share consolidation [4][5]. Group 2: Insurance Funds' Participation - Insurance companies have become a significant source of incremental funds in the ETF market, with China Life and New China Life increasing their ETF holdings by 79.82 million and 78.97 million shares, respectively [8][9]. - Unlike Huijin, insurance funds have adopted a broader investment strategy, focusing on both core broad-based ETFs and industry-themed ETFs, such as the CSI Internet ETF and the ChiNext 50 ETF [9][10]. - By the end of December 2024, China Life held 123 ETFs with a total of 653.19 million shares, while New China Life held 68 ETFs with 291.81 million shares [10][11]. Group 3: Signals for Future ETF Development - The continuous investment by Huijin and insurance funds in ETFs signals a strong policy support for the development of index-based investments in China [15][16]. - The influx of long-term funds is expected to drive innovation in ETF products, with suggestions for multi-asset ETFs and lifecycle smart ETF combinations to meet the needs of long-term investors [18]. - There is an anticipated increase in incremental funds for index products that align with long-term investment philosophies, particularly for core assets that offer strong risk resistance and liquidity [19].

Investment Rating - The report maintains an "Accumulate" rating for the insurance industry [1] Core Views - The insurance industry is expected to experience significant profit growth driven by improved investment returns, with a projected increase in net profit exceeding 80% for listed insurance companies in 2024 [6][12] - The report highlights a shift in product structure towards traditional insurance, with a notable increase in the proportion of traditional insurance products [39] - The overall investment environment is improving, with a focus on increasing bond investments and enhancing total investment returns [4][6] Summary by Sections 1. Net Profit Growth and Dividend Returns - Listed insurance companies' net profit is projected to grow by over 80% in 2024, with major players like Xinhua and China Life showing increases of 201.1% and 131.6% respectively [12][14] - The average dividend payout ratio for listed insurance companies is expected to be 25.7%, reflecting a slight decrease from the previous year [22][23] - Xinhua Insurance's dividend growth significantly outperformed expectations, with a 198% increase [22][24] 2. Life Insurance: Value Rate Improvement Driving NBV Growth - New business value (NBV) is expected to see high growth driven by improved value rates, despite a slowdown in new policy growth due to high base effects and regulatory changes [30][31] - The proportion of traditional insurance products continues to rise, reaching 59.2% of total premiums in 2024, indicating a shift towards dividend insurance products [39][42] 3. Property Insurance: Steady Premium Growth and Cost Performance - Property insurance premiums are expected to grow steadily, with non-auto insurance segments gaining market share [3][4] - The average combined cost ratio for listed property insurers is projected to be 98.4%, indicating overall profitability despite challenges from natural disasters [4][6] 4. Investment: Increased Bond Allocation and Improved Returns - The investment asset scale for listed insurers is expected to grow by 21% year-on-year, with a focus on increasing bond investments [4][6] - Total and comprehensive investment returns are anticipated to improve significantly, driven by a rebound in the stock market and favorable bond market conditions [4][6] 5. Investment Recommendations - The report suggests focusing on investment opportunities in insurance stocks amid rising interest rates, as the market's demand for savings remains strong [6][4]

Investment Rating - The industry investment rating is "Recommended" with expectations of exceeding the benchmark index by more than 5% in the next 3-6 months [21]. Core Insights - The report emphasizes the need for insurance companies to adjust their asset allocation strategies in response to interest rate fluctuations, advocating for an increase in long-term bonds and a focus on equity style rotation [2]. - It highlights the shift in asset allocation among listed insurance companies, with a notable increase in the proportion of FVOCI (Fair Value Other Comprehensive Income) assets in their equity investments, aimed at stabilizing net profit [3][8]. - The report also discusses the performance of major insurance companies, predicting a continued focus on dividend strategies to mitigate pressure on net investment returns [7]. Summary by Sections Industry Overview - The total market capitalization of the insurance sector is approximately 27,935.74 billion, with a circulating market value of 19,257.54 billion [4]. - The report notes a mixed performance in the relative index, with a 1-month absolute performance of 2.5% and a 12-month performance of 37.0% [5]. Asset Allocation Trends - Insurance companies have increased their allocation to long-term bonds in response to declining interest rates, with the 10-year government bond yield dropping to 1.68% by the end of 2024 [7]. - The report details the asset allocation changes for major insurance companies, indicating a general trend of increasing bond holdings while adjusting equity positions [7]. Company-Specific Insights - China Life has increased its fund allocation while slightly decreasing its stock proportion, with fixed-income assets rising by 2.7 percentage points to 74.3% [7]. - China Ping An has increased its stock allocation while reducing its fund holdings, with fixed-income assets rising to 76.2% [7]. - China Taiping has also increased its stock allocation, with fixed-income assets now at 82.3% [7]. - New China Life has increased both stock and fund allocations, with equity assets rising to 20.7% [7]. - China Re has increased its stock allocation while reducing funds, with equity assets now at 28.4% [7]. - Sunshine Insurance has increased its stock allocation while maintaining fund levels, with equity assets rising to 23.7% [7]. Performance Forecasts - The report provides earnings per share (EPS) forecasts for major companies, with China Ping An expected to have an EPS of 7.56 in 2025, while China Life is projected at 3.09 [9]. - The price-to-earnings (PE) ratios for these companies are also provided, with China Ping An at 6.83 and China Life at 12.16 for 2025 [9].