FORM GWS03

Application for approval by the Insurance Authority (“Authority”) or Written Return to inform the Authority in respect of a body corporate which intends to be or has been a majority shareholder controller or a minority shareholder controller of a designated insurance holding company (“DIHC”) under section 95I, 95K, 95L or 95X of the Insurance Ordinance (Cap. 41) (“Ordinance”), or who, on ceasing to be a majority shareholder controller, becomes a minority shareholder controller under section 95OA of the Ordinance

1. Please respond to the following items (a) to (b) and then click “GO”. Then the purpose of submission of this form and the required item numbers will be displayed.

Position:
Type of submission:
Case reference (please refer to the summary table)
Sub-case reference (please refer to the summary table)
Purpose of submission of this form
Required items

2.

Name of the DIHC:	Click or tap here to enter text.
Unique business identifier of the DIHC:	Click or tap here to enter text.
For case (B) or (C): Date on which the body corporate became a majority shareholder controller or a minority shareholder controller (as the case may be) For case (D): Date on which the body corporate became a minority shareholder controller	Day (dd)	Month (mmm)	Year (yyyy)
Click or tap here to enter text.	Choose an item.	Click or tap here to enter text.
For the case (A): Proposed percentage of voting power at a general meeting of the DIHC the body corporate is entitled to exercise, or has control to exercise For the case (B), (C), (D) or (E): Existing percentage of voting power at a general meeting of the DIHC the body corporate is entitled to exercise, or has control to exercise	Please state the proposed/ exact percentage: Click or tap here to enter text.%
Please provide the information in relation to the proposed / exact shareholding percentage (as the case may be) of the DIHC if such percentage is different from the body corporate’s proposed / exact percentage of voting power stated above.	Is the shareholding percentage the same as the body corporate’s proposed / exact percentage of voting power stated above? Choose an item. If no, please answer the following questions: Please state the proposed / exact percentage: Click or tap here to enter text.% Please also explain the difference between shareholding percentage and the body corporate’s proposed/ exact percentage of voting power stated above: Click or tap here to enter text.

3. Information of the body corporate to which this form applies:

Name of the body corporate:	Click or tap here to enter text.
Principal business activity:	Click or tap here to enter text.
Date of incorporation:	Day (dd)	Month (mmm)	Year (yyyy)
Click or tap here to enter text.	Choose an item.	Click or tap here to enter text.
Place of incorporation:	Click or tap here to enter text.
Date of re-domiciliation (if applicable):	Day (dd)	Month (mmm)	Year (yyyy)
Click or tap here to enter text.	Choose an item.	Click or tap here to enter text.
Place of domicile (if applicable):	Click or tap here to enter text.
(If the body corporate, or a company within the same group of companies to which the body corporate belongs to, is listed on a stock exchange in Hong Kong or elsewhere):	Date of listing:
Day (dd)	Month (mmm)	Year (yyyy)
Click or tap here to enter text.	Choose an item.	Click or tap here to enter text.
Name of the stock exchange:
Click or tap here to enter text.
Unique business identifier (for body corporate registered in Hong Kong):	Click or tap here to enter text.
If the body corporate is not registered in Hong Kong, provide any business registration number registered in the place of incorporation: Click or tap here to enter text.

4. Other particulars of the body corporate:

Address of registered office:	Click or tap here to enter text.
Address of principal place of business established in Hong Kong:	Click or tap here to enter text.
Office telephone number:	Country code	Number
Click or tap here to enter text.	Click or tap here to enter text.
Email address:	Click or tap here to enter text.
Website address:	Click or tap here to enter text.
Registered number (if any):	Click or tap here to enter text.

5. Details of every controller, every shareholder controller, every chief executive, every director and every key person in control functions (within the meaning of section 2(1), 9, 13A(12), 13AE(12) or 95A(1) of the Ordinance, as the case may be) of the above-named body corporate.

Full name:	Controller/ Shareholder Controller/ Chief Executive/ Director/ Independent Non-executive Directors (INED)/ Key Person in Control	For individuals	For body corporates
Identity document:	Hong Kong Identity Card Number or Passport Number:	Unique business identifier:
Click or tap here to enter text.	Choose an item.	Choose an item.	Click or tap here to enter text.	Click or tap here to enter text.
Click or tap here to enter text.	Choose an item.	Choose an item.	Click or tap here to enter text.	Click or tap here to enter text.
Click or tap here to enter text.	Choose an item.	Choose an item.	Click or tap here to enter text.	Click or tap here to enter text.

6. Describe the corporate governance structure in place (including board membership, composition of board committee and proportion of directors being independent non-executive directors) of the body corporate. Attach corporate governance report if available. Please state any material deficiencies on internal controls and corporate governance identified in the last 10 years. Please also state any material deficiencies on internal controls and corporate governance identified by auditors, internal audit or senior management which rectification or remediation has not been fully completed or implemented.

Click or tap here to enter text.

7. Provide details on the existing measures, regulations or restrictions of the body corporate’s internal controls and corporate governance. Without prejudice to the generality of this question, please specify:

the internal control systems and procedures on the appointment of board members and senior management to act on its behalf, including the assessment of fitness and propriety and any measures, regulations or restrictions it is subject to.

details on the systems of risk management and internal controls for monitoring risks at entity level and at group-wide basis (where relevant).

details on internal controls for financial reporting or regulatory reporting (where relevant), and assessment on its effectiveness.

Click or tap here to enter text.

8. Name and address of main bank:

Name of main bank:	Click or tap here to enter text.
Address of main bank:	Click or tap here to enter text.

9. Attach financial statements for the last 3 completed financial years of the body corporate and particulars of any reports, resolutions and other notices issued to its shareholders during the last 4 years.

Click or tap here to enter text.

10. Attach a proposed or existing shareholding chart of the above-named body corporate and that of the DIHC, as relevant).

(Note: Shares held by a nominee are to be treated as shares held by the nominee’s principal).

Click or tap here to enter text.

11. Apart from shareholding, does the body corporate have any other association or relationship with the subject DIHC?

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12. Name, place of incorporation and principal activities of all subsidiary companies and of any holding company or ultimate holding company.

(Note: Shares held by a nominee are to be treated as shares held by the nominee’s principal).

Name of incorporation:	Place of incorporation:	Principal activities:
Click or tap here to enter text.	Click or tap here to enter text.	Click or tap here to enter text.
Click or tap here to enter text.	Click or tap here to enter text.	Click or tap here to enter text.
Click or tap here to enter text.	Click or tap here to enter text.	Click or tap here to enter text.

13. In the case of a non-Hong Kong company as defined by section 2(1) of the Companies Ordinance (Cap. 622)—

(a) name(s) and address(es) of its authorized representative(s) as defined by section 774 of the Companies Ordinance (Cap. 622);
Name(s)	Click or tap here to enter text.
Address(es)	Click or tap here to enter text.
(b) date of the certificate of registration issued under Part XI of the Companies Ordinance (Cap. 32) as in force from time to time before 3 March 2014 or under section 777 of the Companies Ordinance (Cap. 622).
Day (dd)	Month (mmm)	Year (yyyy)
Click or tap here to enter text.	Choose an item.	Click or tap here to enter text.

14. Has the above-named body corporate, in the last 10 years, in Hong Kong or

elsewhere—

(a) been refused or restricted from the right to carry on any trade, business or profession by any regulatory authority; or	Choose an item.
If yes, give full particulars:
Click or tap here to enter text.
(b) been censured, disciplined or publicly criticized by any regulatory authority; or	Choose an item.
If yes, give full particulars:
Click or tap here to enter text.
(c) been the subject of an investigation or disciplinary proceedings by any regulatory authority or law enforcement agency; or	Choose an item.
If yes, give full particulars:
Click or tap here to enter text.
(d) been untruthful to, provided false or misleading information to, or been subject to adverse comment from, any regulatory authority?	Choose an item.
If yes, give full particulars:
Click or tap here to enter text.

15. Has the above-named body corporate, in the last 10 years, been subject to receivership, administration, liquidation or other similar proceedings?

Choose an item.
If yes, give full particulars:
Click or tap here to enter text.

16. Has the above-named body corporate, in the last 10 years, entered into a scheme of arrangement with its creditors or failed to satisfy any judgment debt under an order of a court in Hong Kong or elsewhere?

Choose an item.
If yes, give full particulars:
Click or tap here to enter text.

17. Has any body corporate or insurer with which the above-named body corporate was associated as director, controller (within the meaning of section 9 of the Ordinance (Cap. 41)) or shareholder controller (within the meaning of section 2 of the Ordinance) in the last 10 years, in Hong Kong or elsewhere, been compulsorily wound up or made any compromise or arrangement with its creditors or ceased trading in circumstances where its creditors did not receive or have not yet received full settlement of their claims, either while the above-named body corporate was associated with it or within one year after the above-named body corporate ceased to be associated with it?

Choose an item.
If yes, give full particulars:
Click or tap here to enter text.

18. Has the above-named body corporate been, in connection with the management of a body corporate or an insurer in Hong Kong or elsewhere, a director, a controller, or shareholder controller of the body corporate or insurer, which-

with the consent or connivance of, or because of the neglect or omission by the body corporate concerned, failed to comply with any legal or regulatory requirements or any regulatory instruments made thereunder;

was or has been convicted of a criminal offence by any court, or is the subject of unresolved criminal charges, in Hong Kong or elsewhere; or

was or has been adjudicated by any court or other competent authority civilly liable for any fraud, misfeasance or misconduct, in Hong Kong or elsewhere?

Choose an item.
If yes, give full particulars:
Click or tap here to enter text.

19.

(a) If and after the proposed changes take place or the approval is given (as the case may be), how long do the body corporate intend to remain in the relevant position?
Click or tap here to enter text.
(b) Does the body corporate intend to reduce or increase the level of control in the foreseeable future?
Choose an item.
If yes, give full particulars:
Click or tap here to enter text.

20. Does the above-named body corporate have any controller, shareholder controller, chief executive, director or key person in control functions (within the meaning of section 2(1), 9, 13A(12), 13AE(12) or 95A(1) of the Ordinance, as the case may be) who fails to meet the requirements set out in the guidelines issued by the Authority on “Fit and Proper” Criteria in relation to authorized insurers or DIHC (as the case may be) for individuals (other than those relating to qualifications and experience), or the requirements set out therein for body corporate, as applicable.

Choose an item.
If yes, give full particulars:
Click or tap here to enter text.

21. (Only applicable to a body corporate which is a shareholder controller of the DIHC as at the beginning of the date of designation) Before the date of designation, has the Authority:

(a) given a notice under section 13B(2E) and 13B(2H) rejecting the application of the above-named body corporate for an approval to be or to become a shareholder controller of an authorized insurer;	Choose an item.
If yes, give full particulars:
Click or tap here to enter text.
(ab) served a notice of objection under section 13BA(3) objecting to the above-named body corporate being a minority shareholder controller of an authorized insurer;	Choose an item.
If yes, give full particulars:
Click or tap here to enter text.
(ac) served a notice of objection under section 13BA(4) objecting to the above-named body corporate — being a majority shareholder controller of an authorized insurer; or being any shareholder controller of the insurer;	Choose an item.
If yes, give full particulars:
Click or tap here to enter text.
(b) served a notice under section 14(4) objecting to the appointment of the above-named body corporate as a controller (within the meaning of section 9(1)(a)(iii)(B)) of an authorized insurer.	Choose an item.
If yes, give full particulars:
Click or tap here to enter text.

The below items 22 to 24 are applicable to prospective or existing majority shareholder controllers in case (A), (B), (C) or (D1) only.

22. Please submit strategic objectives and business plans and demonstrate such objectives and plans are realistic, viable and conducive to the long-term stability and healthy and sustainable development of the insurer.

23. Please provide information about the body corporate’s willingness and financial capacity to maintain the financial soundness of the insurer including to contribute additional capital to support the operations of the insurer, as and when needed. Please also explain the sources of additional capital.

24. Describe the intentions and expectations towards the insurer in the short, medium and long-term so as to demonstrate commitment to the development of the insurer, including but not limited to areas such as financial goals, strategic development, synergies, reallocation of resources, integration, etc.

Click or tap here to enter text.

25. Give particulars of circumstances by virtue of which the above-named body corporate became a—

majority shareholder controller pursuant to section 95I(1A) of the Ordinance. minority shareholder controller pursuant to section 95I(1) of the Ordinance.
Click or tap here to enter text.

26. Any additional information that the above-named body corporate considers to be relevant or material to this application or notification, or continuation of any of the above answers if the space is insufficient.

Click or tap here to enter text.

Declaration by a director or company secretary of the body corporate

I certify that—
☐ the above information is complete and correct to the best of my knowledge and belief.
☐ this Form is served with the knowledge and consent of the above-named body corporate.
☐ in respect of the DIHC, the above-named body corporate is proposing to become a majority shareholder controller pursuant to section 95I(1A) or a minority shareholder controller pursuant to section 95I(1) of the Ordinance (as the case may be).
Signed:
Choose an item. of the DIHC
Name of the signatory:
Date:	Click or tap to enter a date.

Declaration by the DIHC

I certify that —
☐ the body corporate to whom particulars relate has supplied the above information and that in respect of the DIHC the body corporate is a Choose an item.
Signed:
☐ Choose an item.of the DIHC
Name of the signatory:	Click or tap here to enter text.
Date:	Click or tap to enter a date.

For case (A), (B), (C) or (D), please submit the following together with the form:

☐ If any of the answers in items 14 to 18 is yes, relevant documents that provides details in respect of the particulars given above.

Note for completing the form:

In relation to a body corporate which is neither an insurer nor a DIHC, controller(控權人) is to be construed as a reference to a person who would, if the person were a company, be a holding company of that body corporate in accordance with section 13 of the Companies Ordinance (Cap. 622).

Insurance Authority (“Authority”)

Personal Information Collection Statement (“PICS”)

This PICS is made by the Authority to comply with the notification requirements of the Personal Data (Privacy) Ordinance (Cap. 486) (the “PDPO”). You are advised to read it carefully as it sets out the policies and practices of the Authority in relation to your personal data (as defined in the PDPO), the purposes for which the Authority may collect and use your personal data and the persons to whom your personal data may be transferred.

Purpose of Collection

Your personal data provided in (and in support of or in relation to) the form by you or any other persons may be used and held by the Authority for one or more of the following purposes:

to administer and/or enforce the provisions of any relevant ordinances (including the Insurance Ordinance (Cap. 41) (the “Ordinance”)) and any regulations, rules, codes, guidelines, circulars or other regulatory instruments made or promulgated pursuant to the powers vested in the Authority as in force at the relevant time and to carry out its functions as a regulator of the insurance industry, including:

to process any application made to or received by the Authority under the Ordinance;

to assess your fitness and propriety in relation to any application or approval under the Ordinance;

to assess and monitor your fitness and propriety and your status for appointment or to remain to be appointed as shareholder controllers, directors, key persons in control functions appointed (as the case may be) under the Ordinance;

to consider any application under the Ordinance where you may otherwise have a connection;

to investigate complaints and handle enquiries;

to conduct legal proceedings, inspection, investigation and/or other enforcement/disciplinary actions;

to co-operate with and assist other regulatory body and/or law enforcement body of Hong Kong or of any place outside Hong Kong, whenever appropriate, to the extent permitted by the laws of Hong Kong;

for any statistical and research purposes; and/or

any other purposes as permitted by the laws of Hong Kong.

You are obliged to supply the requested personal data where a specified requirement has been imposed upon you under the laws and regulations (including the Ordinance) or in response to any request from the Authority in exercising its powers or carrying out its functions. Failure to provide the requested personal data may result in the Authority being unable to exercise its powers or carrying out its functions under the Ordinance and/or other relevant laws and may affect the Authority’s assessment of your fitness and propriety under the Ordinance.

Transfer/Matching of Personal Data

In performing the Authority’s functions under the relevant laws and regulations, your personal data held by the Authority may, for the aforesaid purposes, be disclosed or transferred to any third parties, including financial regulators in Hong Kong (including but not limited to the Mandatory Provident Fund Schemes Authority, the Securities and Futures Commissions and the Hong Kong Monetary Authority), educational institutions / examinations bodies in or outside Hong Kong (e.g. for the purpose of verifying academic / professional qualifications), the relevant industry bodies (e.g. the Insurance Complaints Bureau, the Hong Kong Federation of Insurers, the Hong Kong Confederation of Insurance Brokers and the Professional Insurance Brokers Association), the relevant professional bodies (e.g. the Law Society of Hong Kong, the Hong Kong Bar Association, the Actuarial Society of Hong Kong and the Hong Kong Institute of Certified Public Accountants), law enforcement agencies, the relevant courts, tribunals and committees and/or other local and/or overseas regulatory/government/judicial bodies as permitted or required under the laws of Hong Kong, pursuant to any regulatory/supervisory/investigatory assistance arrangements between the Authority and such regulators/bodies (within or outside Hong Kong), or persons engaged by the Authority to assist it in the performance of its functions.

Personal data may be used by the Authority and/or disclosed or transferred by the Authority to the above parties for the purposes of comparing, verifying and/or carrying out a matching procedure of those data.

Access to Data

Under the PDPO, you have the right to request access to, and to request the correction of, your personal data held by the Authority. If you wish to request access to or correction of your personal data held by the Authority, you may do so by filling in a “Data Access Request Form” and sending it by post to the Data Privacy Officer of the Authority at 19/F, 41 Heung Yip Road, Wong Chuk Hang, Hong Kong. The Authority has the right to charge a reasonable fee for processing any such request.

Enquiries

Any enquiries regarding the personal data collected, used or transferred by the Authority, or requests for access to personal data or correction of personal data should be addressed in writing to the Data Privacy Officer of the Authority at the above address.

A copy of the Authority’s Privacy Policy is made available at the Authority’s website: www.ia.org.hk

AUG 2024

If the body corporate is not registered in Hong Kong, provide any business registration number registered in the place of incorporation

Not applicable to case (E)

Applicable to case (C) and (D)

Short term: within 3 years

Medium term: within 5 years

Long term: 10 years or longer

Applicable to case (B), (C) or (D)

Applicable to case (A) only

“matching procedure” is defined in section 2 of the PDPO.

A copy of the Data Access Request Form is available at: http://www.pcpd.org.hk/english/resources_centre/publications/forms/files/Dforme.pdf