CHINA PACIFIC INSURANCE (GROUP) CO., LTD.
(a joint stock company established under the laws of the People's Republic of China with limited liability)
KONG Qingwei, Chairman of the Company, commented:
"With great pleasure, I am honoured to confirm China Pacific Insurance's intention to list GDRs on the London Stock Exchange.
China Pacific Insurance (Group) Co., Ltd. is a leading composite insurance group in China. Since our establishment in 1991, we have focused on insurance as our core business, and developed competitive expertise in life and health insurance, property and casualty insurance, and investment management businesses. As one of the largest insurers in China, we have a leading position and have become one of the most prestigious brands in the Chinese insurance industry. Leveraging our nationwide distribution network and diversified service platform across China, we provide comprehensive risk solutions and wealth management services to approximately 139 million customers.
In recent years, we oriented our business focus towards high quality growth and proactively implemented Transformation 2.0 strategy. We have further solidified our core long-term competitive strength through shifting our core business growth drivers, expanding into new business lines, and enhancing organisational health. Through executing our transformation strategy, we delivered steady and healthy business and profitability growth. By 2019, we have been named on the Fortune Global 500 list for 9 consecutive years, and we moved up 21 ranks to 199th in 2019 from 2018.
Shanghai - London Stock Connect is a remarkable achievement of the Economic and Financial Dialogue between China and the UK, and also a key measure in the opening up of China's capital markets. CPIC's decision to list GDRs on the London Stock Exchange marks a key step for the execution of our Transformation 2.0 strategy, helps further optimise our shareholding structure and corporate governance, and expands our international presence. Following the completion of the Offering, CPIC would be the first Chinese insurance company listed simultaneously in Shanghai, Hong Kong and London. We are confident that the London GDR listing will be another landmark in the development of the Company, help further strengthen the economic and trade relationship between China and the UK, and showcase the opening up of China's capital markets to the world."
Overview of the Offering
· The Offer GDRs will represent newly issued A Shares of the Company. The Company will also apply to the Shanghai Stock Exchange (the "SSE") for admission to listing of the underlying A Shares which is expected to be effective on the date of Admission of the GDRs on the LSE.
· The Offering is expected to comprise solely an offering of newly issued GDRs representing underlying A Shares of the Company. No securities are expected to be sold by existing shareholders of the Company as part of the Offering.
· The Offer GDRs are being offered and sold in "offshore transactions" within the meaning of Regulation S under the US Securities Act of 1933, as amended (the "Securities Act").
· The final Offer Price will be determined following completion of a book-building process.
· The intended use of the net proceeds received from the Offering will be:
o 70% or more of the net proceeds will be used for gradually developing the Group's businesses overseas, in the form of equity investments, partnerships and alliances, and mergers and acquisitions in both developed and emerging markets, supporting core insurance business growth;
o Up to 30%, or the remainder of the net proceeds, will be used for developing an overseas investment platform to invest in innovative businesses, such as healthcare, elderly care, and technology, leveraging CPIC's offshore investment capabilities;
o If the Company deems the plans in any particular areas described above to be unachievable, the corresponding intended portion of the proceeds will be used to replenish its capital and for general corporate purposes.
· UBS AG London Branch and Huatai Financial Holdings (Hong Kong) Limited are acting as Joint Global Co-ordinators and Joint Bookrunners (together, the "Joint Global Co-ordinators"), and HSBC Bank plc and China International Capital Corporation (UK) Limited are acting as Joint Bookrunners (together with the Joint Global Co-ordinators, the "Joint Bookrunners").
· The Offering is subject to the receipt of all relevant registrations and regulatory approvals.
· Full details of the Offering will be included in the Prospectus, expected to be published by the Company in due course. It is expected that Admission will take place in June 2020. Investors should rely only on the information contained in the Prospectus when making a decision as to whether to invest in the Offer GDRs.
· Founded in 1991 and listed on both Shanghai and Hong Kong stock exchanges, the Group is a leading insurance group that offers a wide range of financial products and services in China. The Group ranks 199th on the 2019 Fortune Global 500 list and has established a prestigious brand.
· The Group offers comprehensive risk solutions and investment management services to approximately 139 million customers via its nationwide distribution network and diversified service platforms.
· The Group is licensed to conduct a full range of businesses related to insurance.
o The life and health insurance business focuses on delivering sustainable value growth. With a market share of 7.7%, CPIC Life was the third largest life and health insurance company in China in terms of primary insurance premium income in 2018, according to data published by the China Banking and Insurance Regulatory Commission (the "CBIRC").
o The property and casualty insurance business maintains high business quality and has realised continued improvement in underwriting profitability. Customer engagement of the automobile insurance has continued improving while the non-auto insurance experienced an even stronger growth, pointing to a rebalancing in growth drivers. With a market share of 10.0%, CPIC P/C was the third largest property and casualty insurance company in China in terms of primary insurance premium income in 2018, according to data published by the CBIRC.
o The investment management business conducts diligent asset-liability management and adheres to the guiding principle of "Prudent, Value and Long-Term Investing". From 2017 to 2019, the Group had realised an average total investment yield of 5.1% and an average growth rate of investments' net asset value of 5.7%. As at 31 December 2019, the total AuM of the Group reached RMB2,043.1 billion, of which RMB623.8 billion was third-party assets.
· With in-depth customer insights, the Group successfully captured the opportunities arising from China's economic growth and has been expanding into emerging business lines including health, pension, agricultural and liability insurance to form new business drivers.
· The Group constantly eyes on building future-proofing business models and has launched 15 transformational projects to achieve its strategic vision, which is to "become the best in customer experience, business quality, and risk management, and to be the leader in building a healthy insurance industry".
· The Group has achieved a steady and healthy growth in premium income, profitability and business value. Its GWPs grew to RMB347.5 billion in 2019 from RMB281.6 billion in 2017 with a CAGR of 11.1%. Net profit attributable to shareholders of the parent grew to RMB27.7 billion in 2019 from RMB14.7 billion in 2017 with a CAGR of 37.6%. The Group's embedded value stood at RMB396.0 billion as at 31 December 2019. The comprehensive solvency margin ratio of the Group stood at 295% as at 31 December 2019.
Investment Highlights
The Group is expected to benefit from the following favourable developments in the PRC insurance industry:
· Healthy economic development, steady social wealth accumulation, and accelerated urbanisation, leading to increased public awareness of risk protection and stronger demand for insurance.
· Supportive government policies to promote the stable development of the insurance industry.
· Rising population of next-generation consumers with growing demand for specialised and tailored insurance products, as well as services through digital channels.
· Aging population with an increasing demand for insurance and elderly care services.
· Gradually improving agricultural insurance system bringing new development opportunities.
The Group believes its competitive strengths are reflected in the following four key aspects: Focus, Prudence, Dynamism, and Responsibility, which position it as a leading player in the PRC insurance industry.
Focus: an industry leader in China with great potentials
· A life and health insurance business with sustainable growth
o Guided by its in-depth market understanding, CPIC Life pioneered the strategy of refocusing on the agency channel and regular premium business. As at 31 December 2019, CPIC Life had an agency force of approximately 798,000 agents. In 2017, 2018 and 2019, its new business value reached RMB26.7 billion, RMB27.1 billion and RMB24.6 billion, respectively, with a new business value margin of 39.4%, 43.7% and 43.3%, respectively, during the same periods.
o Through effective training of the agency force and precise customer analysis, CPIC Life keeps enhancing its products and services, and strengthening its capabilities in new customer acquisition and existing customer up-selling, realising a continued growth in residual margin. The 13-month policy persistency ratio in 2017, 2018 and 2019 was 93.4%, 92.9% and 90.3%, respectively, and 25-month policy persistency ratio was 89.3%, 90.4% and 89.2%, respectively, during the same periods, with surrender rate declining from 1.3% in 2017 to 1.1% in 2019.
o CPIC Life focuses on protection and long-term savings products, and has launched many targeted long-term products, savings products, as well as customised products for specific customer segments and risks.
· A property and casualty insurance business with a transformational shift in growth drivers
o CPIC P/C strengthened its underwriting profitability and improved its combined ratio through enhancements in technologies, operations and resource allocation. In 2017, 2018 and 2019, CPIC P/C reported combined ratio of 98.8%, 98.4% and 98.3%, respectively.
o CPIC P/C strengthened roadside assistance and courtesy car services, which led to a steady improvement in customer loyalty and policy renewal capabilities for automobile insurance business. With enhanced business quality and expense control, the combined ratio of automobile insurance business also declined from 98.7% in 2017 to 97.9% in 2019.
o CPIC P/C strategically accelerated the development of non-auto insurance, including agricultural and liability insurance as well as overseas insurance for domestic clients. In 2017, 2018 and 2019, the non-auto business generated GWPs of RMB22.8 billion, RMB29.8 billion and RMB39.8 billion, respectively, accounting for 21.8%, 25.3% and 29.9% of the total GWPs of CPIC P/C, respectively.
· An investment management business with a robust framework and disciplined processes
o The Group has an industry-leading asset-liability management framework with disciplined and dynamic risk management at its core. The Group adheres to the guiding principle of "Prudent, Value and Long-Term Investing" and has achieved steady growth in AuM. As at 31 December 2017, 2018 and 2019, in-house investment assets reached RMB1,081.3 billion, RMB1,233.2 billion and RMB1,419.3 billion, respectively.
o The Group has delivered stable investment returns through the SAA/TAA framework and disciplined executions. The average total investment yield, average net investment yield, and average growth rate of investments' net asset value from 2017 to 2019 were 5.1%, 5.1% and 5.7%, respectively.
o The Group has also successfully developed a third-party asset management business and pension fund management business. Its third-party assets grew from RMB337.2 billion as at 31 December 2017 to RMB623.8 billion as at 31 December 2019. By 31 December 2019, Changjiang Pension had been awarded with trustee qualification in all existing occupational annuity schemes initiated by 30 provincial and municipal governments.
Prudence: a best-practice developer in prudent management, sound governance and integrated risk management framework
· A well-established corporate governance, a highly professional Board of Directors and a seasoned senior management team
o The Group has been actively promoting the diversification of its shareholding structure through capital raising and dual listing on Shanghai and Hong Kong stock exchanges. Its corporate governance is highly recognised by the market and won "Directors of the Year Awards" in 2013 and 2018, and the "Hong Kong Corporate Excellence Award" in 2010, 2014 and 2017.
o The Group has a senior management team consisting of seasoned industry veterans with extensive domestic and global experience. They collectively provide strong leadership to maintain the Group's competitiveness in an ever-changing market environment and achieve robust business performance.
· An industry-leading, integrated risk management system
o The Group has formed a well-rounded risk management framework covering all processes with the participation of all employees, launched CPIC Sky Monitor system to screen potential fraudulent transactions, and developed a comprehensive asset-liability management framework and a group-wide credit rating system.
o The Group has built an integrated platform for risk assessment, legal and compliance, and internal audit. The Group also won the "Leading Internal Audit Award" by China Institute of Internal Audit in 2014 and 2017.
Dynamism: a visionary practitioner that fully embraces emerging industry trends with innovations and adaptiveness
· Deep insights into industry trends and an early mover in health, pension, and agricultural insurance
o The Group has taken multiple initiatives to promote its healthcare and retirement businesses. It acquired a controlling stake in Changjiang Pension in 2009, set up CPIC Elderly Care Investment, the first insurance retirement investment platform in China, in 2014, and established CPIC Allianz Health jointly with Allianz SE in the same year. It also joined hands with ORPEA Group in 2018 to launch a professional and localised elderly care operator in China and had issued retirement community entitlement to 7,906 clients as at 31 December 2019.
o The Group developed agricultural insurance products in response to the rural revitalisation strategies of the Chinese government. In 2014, CPIC P/C invested in Anxin Agricultural, China's first specialised agricultural insurance company, following which the Group fully expanded into the agricultural insurance business. CPIC P/C was among the first in China to launch a complete suite of agricultural insurance products, and developed China's first agricultural insurance technology platform, E-Agricultural Insurance.
· Insurance-oriented technological empowerment to enhance customer experience, operational efficiency and risk management
o The Group digitises customer journeys from inquiry, interaction, consulting, application, to claims management to improve customer experience, with a big data platform consolidating data gained through serving approximately 139 million customers. It launched the first smart insurance advisor, Alpha InsurAdvisor, which had received more than 10.7 million visits by 31 December 2019.
o The Group also proactively applies technologies to enhance risk management, from loss prevention to anti-fraud and internal audit, launching a number of initiatives including CPIC DriverCare automobile risk management programme, CPIC Total Anti-Fraud platform, and a group-wide digital audit system.
· Accelerated collaboration across business segments to generate higher customer value
o The Group promotes resource sharing in the aspects of customers, channels, products and services. The Group has transformed the sales model from product-focused sales to full-cycle services for clients and realised continued growth in cross-selling of both automobile and non-auto products by life insurance agents. Primary automobile insurance premiums cross-sold by life insurance agents rose from RMB7,560 million in 2017 to RMB9,571 million in 2019. As at 31 December 2019, the number of customers with at least 2 insurance policies reached 25.7 million, while the number of customers holding policies from different subsidiaries reached 8.4 million.
o The Group has formed a Major Account Ecosystem and established corresponding teams for each strategic client. By 31 December 2019, the Group had signed strategic cooperation agreements with 77 major clients, boosting government-sponsored medical insurance business, critical illness programmes, long-term care, occupational annuity, policy-sponsored agricultural insurance and third-party liability insurance.
Responsibility: a harmony builder with social equity and environmental well-being at the core of the company value
· Focusing on environmental, social and governance to support the real economy and people's wellbeing
o The Group aligns its growth strategies with the overall social development and is fully committed to propelling the economy, absorbing financial shocks, and mitigating risks. It supported major infrastructure projects through insurance investment, and promoted environmental and pollution liability insurance to serve green financing.
· Established CPIC Service brand as being "Responsible, Smart, Caring"
o The Group aims to have "comprehensive service coverage, high service efficiency, best-in-class customer experience, and ever-improving service value" with "Responsible, Smart, Caring" as three key words. CPIC Life and CPIC P/C were both rated AA in the Customer Service Evaluation of Insurance Companies by the China Banking and Insurance Information Technologies Management in the past three consecutive years.
o The Group has won customer trust with its highly professional attitude and a great sense of responsibility. It also enhanced customer service through smart technological empowerment, and promoted the innovative approach of "insurance+" to leverage its advantages in products, services and technologies to meet customers' needs for comprehensive protection.
· Consistently generating value for investors
o The Company has generated stable returns for shareholders. The Company gives priority to cash dividends and maintains a consistent dividend policy. Since its A-share IPO in 2007, the Company has maintained a healthy growth momentum in terms of dividend payout. The Company's cash dividend reached RMB1.20 per share in 2019, while the average annual cash dividend amounted to RMB0.58 per share over the past 12 years, with a 47.3% average annual payout ratio.
Business Strategies
As a leading player in China's insurance industry, the Group will continue driving proactive strategic transformations and enhancing insurance business capabilities to capture the significant growth potential and further strengthen its competitiveness. The Group will continue its focus on the insurance business and sustainable value growth, and achieve its vision to "become the best in customer experience, business quality, and risk management, and to be the leader in building a healthy insurance industry".
· The life and health insurance business will continue pushing forward agency force enhancement, technological empowerment, and the "product + service" concept. The agency force enhancement will be realised through the steady growth of core agents and top-performing agents, and the recruitment of younger generation agents. The Group will increase technology applications in agent recruitment, training, business operations, customer acquisition and customer services. The Group aims to establish a healthcare data platform based on seamless data sharing, and set up an industry-leading retirement service brand via high-end retirement communities and retirement service operation with international standards.
· The property and casualty insurance business will continue promoting the shift of growth drivers in both automobile and non-auto insurance and deliver steady topline growth with improving underwriting profitability. Automobile business will keep improving the renewal and direct acquisition channels via digital customer management. Non-auto business will enhance the development in areas including agriculture, environment, healthcare, food safety, and high-end manufacturing through technologies and product innovations. The Group will put in place a differentiated customer management system to meet the diverse needs of individual customers and to build professional teams designated for each group client.
· The investment management business will continue improving its asset-liability management system, establishing a global investment platform, and enhancing SAA and optimising TAA procedures. The Group will adhere to the guiding principle of "Prudent, Value and Long-Term Investing", continue optimising life insurance duration matching and strengthen investment capabilities through enhanced investment research, optimised rebalancing mechanism, and long-term performance-based appraisal system.
Cornerstone Investor
On 2 June 2020, the Company entered into the Cornerstone Investment Agreement with Swiss Re Principal Investments Company Asia Pte. Ltd. ("Swiss Re"), pursuant to which Swiss Re has, subject to certain conditions, agreed to acquire GDRs in the Offering at the final Offer Price. The number of GDRs to be acquired by Swiss Re shall not represent underlying ordinary shares exceeding 1.5% of the Company's total number of ordinary shares in issue after the Offering (and assuming full exercise of over-allotment option (if any)). The GDRs so acquired will in principle be subject to a lock-up period of three years. Swiss Re is a wholly-owned subsidiary of Swiss Re Ltd and a member of the Swiss Re Group.
Dividend Policy
After completion of the Offering, the Company may distribute dividends in the form of cash or by other means that the Company considers appropriate. Any proposed distribution of dividends shall be formulated by the Board and will be subject to the approval of the shareholders of the Company. A decision to declare or to pay any dividends in the future, and the amount of any dividends, will depend on a number of factors, including the Group's results of operations, cash flows, financial position, statutory solvency requirements under the CBIRC rules, general business conditions, future prospects, statutory, regulatory and contractual restrictions on its declaration and payment of dividends, and other factors that the Board deems relevant.
According to the applicable PRC laws and its Articles of Association, the Company will pay dividends out of its profit after tax only after it has made the following allocations:
· recovery of accumulated losses, if any;
· allocation to the statutory reserve fund of an amount equivalent to 10% of its profit after tax, and when the statutory reserve fund reaches and is maintained at or above 50% of its registered capital, no further allocation to this statutory reserve fund will be required; and
· allocation, if any, to a discretionary reserve fund if approved by the shareholders' general meeting.
Furthermore, the Company may also be required to allocate security deposits, insurance security funds and various insurance contract reserves in accordance with the relevant provisions of the PRC regulations. Also, as set forth in the Articles of Association, the cumulative cash dividends paid by the Company in any consecutive three years shall be no less than 30% of the average annual distributable profits realised for the same three years, except when:
· the solvency level of the Company falls below the prescribed level set by the CBIRC;
· the operation and financial position of the Company is materially affected by force majeure events, such as wars and natural disasters;
· the operation and financial position of the Company is materially affected by the changes in the external environment where the Company operates;
· there are material adverse changes in the operations of the Company; or
· there are other circumstances that make dividend distribution inappropriate according to the relevant laws, regulations and regulatory documents.
The Company may make an interim distribution of profits. The Company may give priority to distributions of dividends in cash, but may also distribute dividends in the form of stocks or a combination of cash and stocks.
According to the Articles of Association, the amount of profits available for distribution of the Company should be the lower of the amount determined under PRC GAAP and the amount determined under HKFRSs, or, if permitted under the applicable requirements of the overseas place of listing of the Company, determined under PRC GAAP alone. Any distributable profits that are not distributed in any given year will be retained and become available for distribution in subsequent years.
To the extent that dividends are declared and paid by the Company in the future, holders of GDRs on the relevant record date will be entitled to receive dividends payable in respect of the Shares underlying the GDRs, subject to the terms of the deposit agreement to be entered into in connection with the Offering.
As approved by the shareholders of the Company at the 2019 annual general meeting held on 12 May 2020, the Company declared a dividend of RMB1.2 per share (including tax) for the year ended 31 December 2019 to the holders of both A shares and H shares (the "2019 Dividend"). The 2019 Dividend is expected to be paid on 11 June 2020. The holders of GDRs will not be entitled to the 2019 Dividend. After completion of the Offering, the holders of GDRs and the existing shareholders of the Company prior to the Offering will share the accumulated profits of the Company after deduction of the 2019 Dividend.
Management and Corporate Governance
· The Company's Board of Directors implements the resolutions made by the shareholders' general meeting, exercise the decision-making power of the Company and is responsible for the overall leadership of the Company, and shall be accountable to the shareholders' general meeting. The Directors for the new session of the Board of Directors were elected at the 2019 annual general meeting of the Company held on 12 May 2020.
· The new session of Company's Board of Directors consists of Mr. KONG Qingwei (executive Director), Mr. HUANG Dinan (non-executive Director), Mr. WANG Tayu (non-executive Director), Mr.WU Junhao (non-executive Director), Mr. CHEN Jizhong (independent non-executive Director), Ms. LAM Tyng Yih, Elizabeth (independent non-executive Director), Mr. JIANG Xuping (independent non-executive Director), Mr. FU Fan (executive Director), Mr. ZHOU Donghui (non-executive Director), Ms. LU Qiaoling (non-executive Director), Ms. LIU Xiaodan (independent non-executive Director) and Mr. WOO Ka Biu, Jackson (independent non-executive Director). The appointment qualifications of Mr. FU Fan, Mr. ZHOU Donghui, Ms. LU Qiaoling, Ms. LIU Xiaodan and Mr. WOO Ka Biu, Jackson as Directors are still subject to approval by the CBIRC.
· The senior management team currently consists of Mr. KONG Qingwei (Chairman), Mr. FU Fan (President), Mr. ZHAO Yonggang (Vice President), Mr. YU Bin (Vice President), Mr. MA Xin (Vice president, Board secretary & Joint company secretary), Mr. ZHANG Yuanhan (Chief financial officer & Chief actuary), Mr. ZHANG Weidong (Chief risk officer, Chief compliance officer & Chief legal councilor), Mr. Benjamin DENG (Chief investment officer) and Mr. QIAN Zhonghua (Chief internal auditor & Chief auditing officer).
Corporate Information
· China Pacific Insurance (Group) Co., Ltd. is a joint stock company established under the laws of the PRC with limited liability.
· The Company's registered office is located at 1 South Zhongshan Road, Huangpu District, Shanghai, the PRC.
· For further information, please visit the website of the Company at http://www.cpic.com.cn/ir/, or contact:
CPIC Investor Relations
Jessie Xie
Tel: +86 21 5876 7282; +86 21 3396 6225
Email: [email protected]; [email protected]
Porda Havas International Finance Communications (Group) Holdings Company Limited (media relations)
Hong Kong, China
Bunny Lee/ Iris Luo
Tel: +852 90413820/+852 55174514
Email: [email protected] / [email protected]
Shanghai, China
Claire Li
Tel: +86 13817777047
Email: [email protected]
Disclaimer / Forward Looking Statements