### Insurance Ordinance 《保險業條例》

95ZE. Interpretation of Part XIA, Division 7
In this Division—
assessment framework (評估架構) means a process—(a) that is established within the supervised group of a designated insurance holding company for assessing whether a major acquisition is material to the group; and
(b) that involves, for that purpose—
(i) the quantification of the overall adverse impact that the acquisition may have on the group, taking into account any adverse impact on—
(A) the capital resources of the group;
(B) the risk profile of the group;
(C) the ongoing ability of the group to maintain compliance with the group capital requirements for the group; and
(D) any other matter that the Authority considers to be relevant; and
(ii) the setting of an amount that the quantified adverse impact on the group must not exceed in order for the acquisition to be assessed as not material;

financial reporting member (財務匯報成員), in relation to the supervised group of a designated insurance holding company, means the member of the group that satisfies the following conditions—(a) it is either—
(i) the designated insurance holding company; or
(ii) a holding company of the designated insurance holding company; and
(b) it is, in the opinion of the Authority, the most appropriate member to be assigned for reporting information that gives a true and fair view of the financial position and financial performance of the group for the purposes of this Part;

major acquisition (重大收購), in relation to a designated insurance holding company, means the acquisition by any member of its supervised group alone, or with an associate or another member of the group, or through a nominee, of—(a) the control of 50% or more of the voting power at a general meeting of a body corporate; or
(b) 50% or more of the issued share capital of a body corporate;

specified financial statements (指明財務報表), in relation to a financial reporting member, means—(a) if the member is a Hong Kong company—its annual consolidated financial statements as defined by section 357(1) of the Companies Ordinance (Cap. 622); or
(b) in any other case—the financial statements of the member that—
(i) the member is required under the laws of its place of incorporation, establishment or formation to prepare; and
(ii) contain information that the Authority considers to be comparable to the information contained in the annual consolidated financial statements mentioned in paragraph (a).

### Insurance Ordinance 《保險業條例》

95ZF. Auditor must be appointed
(1) A designated insurance holding company must ensure that a person who satisfies the requirements under subsection (2) or (3) is appointed as the auditor of the financial reporting member for its supervised group—
(a) within 1 month beginning on the date of designation; and
(b) as soon as practicable after the office of the auditor becomes vacant.
(2) If the financial reporting member is a Hong Kong company, the auditor must be a person—
(a) who is not prohibited under section 20AAZZR of the Accounting and Financial Reporting Council Ordinance (Cap. 588) from holding any appointment as an auditor of a company; and (Amended L.N. 66 of 2022)
(b) who is not disqualified under section 393 of the Companies Ordinance (Cap. 622) for appointment as an auditor of the member.
(3) If the financial reporting member is not a Hong Kong company, the auditor must be a person—
(a) who may lawfully practise as an auditor in the place of incorporation, establishment or formation of the member; and
(b) without prejudice to paragraph (a), who holds a qualification that the Authority accepts as being of a standard comparable to that of a person mentioned in subsection (2).
(4) A designated insurance holding company must, within 1 month beginning on the date on which an auditor is appointed under subsection (1), serve on the Authority a written notice stating that fact and the name and qualifications of the person appointed.
(5) A designated insurance holding company that contravenes subsection (1) or (4) commits an offence and is liable on conviction—
(a) to a fine at level 4; and
(b) in the case of a continuing offence—to a further fine of $1,000 for every day during which the offence continues.

95ZG. Notification in respect of auditor
(1) A designated insurance holding company must immediately notify the Authority in writing if—
(a) the financial reporting member for its supervised group decides to remove or replace an auditor appointed under section 95ZF;
(b) a person appointed under section 95ZF to be the auditor of the financial reporting member for its supervised group ceases to be such an auditor otherwise than in consequence of a decision referred to in paragraph (a); or
(c) where the financial reporting member for its supervised group is a Hong Kong company—
(i) a person appointed under section 95ZF to be the auditor of the member is also an auditor appointed under section 395, 396, 397 or 398 of the Companies Ordinance (Cap. 622), or deemed to be reappointed under section 403 of that Ordinance, of the member (CO auditor

### Insurance Ordinance 《保險業條例》

95ZH. Submission of financial statements and auditor’s reports
(1) A designated insurance holding company must submit to the Authority the following documents in accordance with this section—
(a) the specified financial statements of the financial reporting member for its supervised group; and
(b) a report of the auditor of the member appointed under section 95ZF on those statements.
(2) A document required to be submitted under subsection (1) must comply with any requirements specified by the Authority in a written notice served on the designated insurance holding company.
(3) A designated insurance holding company must submit a document under subsection (1) by depositing it with the Authority—
(a) within 4 months after the end of the period to which the document relates; or
(b) if the 4-month period is extended by the Authority under subsection (4)—within the extended period.
(4) The Authority may extend the 4-month period mentioned in subsection (3)(a) by a period not exceeding 3 months if it appears to the Authority that the circumstances are such that a period longer than 4 months should be allowed.
(5) A designated insurance holding company that contravenes subsection (1) commits an offence and is liable on conviction—
(a) to a fine of $200,000; and
(b) in the case of a continuing offence—to a further fine of $1,000 for every day during which the offence continues.