UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2020.
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of event requiring this shell company report. . . . . . . . . . . . . .
For the transition period from to
Commission file number: 001-33768
FANHUA INC.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
27/F, Pearl River Tower
No. 15 West Zhujiang Road
Guangzhou, Guangdong 510623
People’s Republic of China
(Address of principal executive offices)
Peng Ge, Chief Financial Officer
Tel: +86 20 83883033
E-mail: gepeng@fanhuaholdings.com
Fax: +86 20 83883181
27/F, Pearl River Tower
No. 15 West Zhujiang Road
Guangzhou, Guangdong 510623
People’s Republic of China
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
Ticker
Symbol(s)
Name of Each Exchange on Which
Registered
Ordinary shares, par value
FANH
US$0.001 per share*
American depositary shares, each
representing 20 ordinary shares
*Not for trading, but only in connection with the listing on The NASDAQ Global Select Market of American
depositary shares, each representing 20 ordinary shares.
The NASDAQ Stock Market LLC
(The NASDAQ Global Select Market)
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of
the close of the period covered by the annual report.
1,073,891,784 ordinary shares, par value US$0.001 per share as of December 31, 2020
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.
Yes
No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).
Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-
accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
Accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial
Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing:
U.S. GAAP
by the International Accounting Standards Board
International Financial Reporting Standards as issued Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial
statement item the registrant has elected to follow.
Item 17
Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes
No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by
Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
Yes
No
TABLE OF CONTENTS
INTRODUCTION ............................................................................................................................ 1
PART I 2
Item 1.
Identity of Directors, Senior Management and Advisers .................................. 2
Item 2. Offer Statistics and Expected Timetable ........................................................... 2
Item 3. Key Information ................................................................................................ 2
Information on the Company .......................................................................... 33
Item 4.
Item 4A. Unresolved Staff Comments ............................................................................ 60
Item 5. Operating and Financial Review and Prospects ............................................. 60
Item 6. Directors, Senior Management and Employees .............................................. 81
Item 7. Major Shareholders and Related Party Transactions .................................... 92
Item 8.
Financial Information ...................................................................................... 92
Item 9. The Offer and Listing ...................................................................................... 94
Item 10. Additional Information.................................................................................... 94
Item 11. Quantitative and Qualitative Disclosures about Market Risk .......................106
Item 12. Description of Securities Other than Equity Securities .................................107
PART II .........................................................................................................................................108
Item 13. Defaults, Dividend Arrearages and Delinquencies .........................................108
Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds ..........................................................................................................108
Item 15. Controls and Procedures ................................................................................108
Item 16A. Audit Committee Financial Expert ................................................................112
Item 16B. Code of Ethics .................................................................................................112
Item 16C. Principal Accountant Fees and Services.........................................................112
Item 16D. Exemptions from the Listing Standards for Audit Committees ....................112
Item 16G. Corporate Governance ...................................................................................113
Item 16H. Mine Safety Disclosure ...................................................................................113
PART III ........................................................................................................................................113
Item 17. Financial Statements.......................................................................................113
Item 18. Financial Statements.......................................................................................114
Item 19. Exhibits ...........................................................................................................114
In this annual report, unless the context otherwise requires:
INTRODUCTION
“we,” “us,” “our company,” “our” or “Fanhua” refer to Fanhua Inc., formerly known as
CNinsure Inc., its subsidiaries and consolidated affiliated entities, if applicable;
“China” or “PRC” refers to the People’s Republic of China, excluding, solely for the purpose
of this annual report, Taiwan, Hong Kong Special Administrative Region and Macau Special
Administrative Region;
“provinces” of China refers to the 22 provinces, the four municipalities directly administered
by the central government (Beijing, Shanghai, Tianjin and Chongqing), the five autonomous
regions (Xinjiang, Tibet, Inner Mongolia, Ningxia and Guangxi), excluding, solely for the
purpose of this annual report, Taiwan, Hong Kong Special Administrative Region and Macau
Special Administrative Region;
“shares” or “ordinary shares” refers to our ordinary shares, par value US$0.001 per share;
“ADSs” refers to our American depositary shares, each of which represents 20 ordinary shares;
all references to “RMB” or “Renminbi” are to the legal currency of China, all references to
“US$” and “U.S. dollars” are to the legal currency of the United States and all references to
“HK$” and “HK dollars” are to the legal currsency of the Hong Kong Special Administrative
Region;
“customer” refers to policyholder or our insurance company partner which we define as
customer under ASC 606; and
all discrepancies in any table between the amounts identified as total amounts and the sum of
the amounts listed therein are due to rounding.
-1-
PART I
Item 1.
Identity of Directors, Senior Management and Advisers
Not Applicable.
Item 2. Offer Statistics and Expected Timetable
Not Applicable.
Item 3. Key Information
A. Selected Financial Data
The following selected consolidated statements of income data for the years ended December 31, 2018,
2019 and 2020 and the consolidated balance sheets data as of December 31, 2019 and 2020 have been
derived from our audited consolidated financial statements, which are included in this annual report
beginning on page F-1. The selected consolidated statements of income data for the years ended December
31, 2016 and 2017 and the selected consolidated balance sheets data as of December 31, 2016, 2017 and
2018 have been derived from our consolidated financial statements, which are not included in this annual
report. Our historical results do not necessarily indicate results expected for any future periods. The selected
consolidated financial data should be read in conjunction with, and are qualified in their entirety by
reference to, our audited consolidated financial statements and related notes and “Item 5. Operating and
Financial Review and Prospects” below. Our audited consolidated financial statements are prepared and
presented in accordance with U.S. GAAP.
In November 2017, we disposed of Fanhua Bocheng Insurance Brokerage Co., Ltd., or Bocheng,
which was the primary operating entity of our insurance brokerage segment. Accordingly, the insurance
brokerage segment was accounted as discontinued operations. Consolidated statements of operations for
the year ended 2016 as presented below have been restated to conform to the current presentation.
-2-
2016
RMB
For the Year Ended December 31,
2017
2018
2019
2020
RMB
(in thousands, except shares, per share and per ADS data)
RMB
RMB
RMB
US$
(in thousands, except shares, per share and per ADS data)
Consolidated Statements of Income Data
Net revenues:
Agency ...............................................................
Life insurance business ...................................
P&C insurance business .................................
Claims adjusting ................................................
3,746,471
990,541
2,755,930
336,413
3,780,217
2,424,444
1,355,773
308,256
3,143,873
2,870,776
273,097
327,390
3,335,397
3,193,625
141,772
370,606
2,834,997
2,703,584
131,413
433,148
434,482
414,342
20,140
66,383
Total net revenues ...........................................
4,082,884
4,088,473
3,471,263
3,706,003
3,268,145
500,865
Operating costs and expenses:
Agency ...............................................................
(2,906,791)
(2,864,882)
(2,151,856)
Life insurance business ...................................
P&C insurance business .................................
Claims adjusting ................................................
(673,230)
(1,636,340)
(2,233,561)
(1,228,542)
(199,810)
(194,525)
(1,943,053)
(208,803)
(194,159)
(2,263,952)
(1,953,744)
(2,166,126)
(1,866,227)
(97,826)
(219,496)
(87,517)
(260,121)
(299,425)
(286,012)
(13,413)
(39,865)
Total operating costs .......................................
(3,106,601)
(3,059,407)
(2,346,015)
(2,483,448)
(2,213,865)
(339,290)
Selling expenses(1) .............................................
General and administrative expenses(1) ............
(502,802)
(387,362)
(221,785)
(448,989)
Total operating costs and expenses ..................
(4,091,350)
(3,815,337)
(231,075)
(481,947)
(3,045,520)
(278,085)
(534,145)
(288,460)
(463,634)
(44,208)
(71,055)
(3,236,640)
(2,965,959)
(454,553)
Income (loss) from continuing operations ......
(8,466)
273,136
425,743
469,363
302,186
46,312
Other income, net:
Investment income ............................................
Interest income...................................................
Others, net ..........................................................
Income from continuing operations before
income
income and
share of
impairment of affiliates, net and discontinued
operations .............................................................
taxes,
Income tax expense ..............................................
Share of income of affiliates ................................
Net income from continuing operations ..........
Net income from discontinued operations, net
of tax ......................................................................
Net income ...........................................................
Less: Net income attributable to the
noncontrolling interests ........................................
Net income attributable to the Company’s
shareholders.........................................................
Net income per share:
Basic: ..................................................................
Net income from continuing operation ............
Net income from discontinued operation .........
Net income ........................................................
Diluted: ...............................................................
Net income from continuing operation ............
Net income from discontinued operation .........
Net income ........................................................
Net income per ADS:
Basic: ..................................................................
Net income from continuing operation ............
Net income from discontinued operation .........
Net income ........................................................
115,275
6,901
10,341
191,784
25,891
14,284
195,456
34,207
11,807
79,070
2,828
9,664
34,789
13,420
11,907
5,332
2,057
1,825
124,051
505,095
667,213
(27,249)
48,293
145,095
22,543
167,638
(167,803)
108,944
446,236
5,480
451,716
(224,586)
174,468
617,095
—
617,095
10,591
2,488
7,180
560,925
(143,816)
(224,555)
192,554
—
192,554
3,622
362,302
55,526
(83,387)
(2,738)
276,177
(12,780)
(420)
42,326
—
—
276,177
42,326
7,923
1,214
157,047
449,228
609,915
188,932
268,254
41,112
0.12
0.02
0.14
0.11
0.02
0.13
2.32
0.39
2.71
0.36
0.00
0.36
0.36
0.00
0.36
7.20
0.09
7.29
-3-
0.49
0.00
0.49
0.49
0.00
0.49
9.84
0.00
9.84
0.17
0.00
0.17
0.17
0.00
0.17
3.46
0.00
3.46
0.25
0.00
0.25
0.25
0.00
0.25
5.00
0.00
5.00
0.04
0.00
0.04
0.04
0.00
0.04
0.77
0.00
0.77
2016
RMB
For the Year Ended December 31,
2017
2018
2019
2020
RMB
(in thousands, except shares, per share and per ADS data)
RMB
RMB
RMB
US$
(in thousands, except shares, per share and per ADS data)
Diluted: ...............................................................
Net income from continuing operation ............
Net income from discontinued operation
Net income ........................................................
Shares used in calculating net income per
share:
2.23
0.37
2.60
7.20
0.09
7.29
9.83
0.00
9.83
3.46
0.00
3.46
4.99
0.00
4.99
0.77
0.00
0.77
Basic ..............................................................
1,160,592,325
1,231,698,725
1,239,264,464
1,092,601,338
1,073,891,784
1,073,891,784
Diluted ...........................................................
1,208,821,796
1,261,223,049
1,240,854,034
1,093,229,436
1,074,291,360
1,074,291,360
(1)
Including share-based compensation expenses of RMB4.9 million, nil, nil, RMB0.4 million and negative RMB0.4 million for the years ended
December 31, 2016, 2017, 2018, 2019 and 2020, respectively.
As of December 31,
2016
RMB
2017
RMB
2018
RMB
2019
RMB
2020
RMB
US$
(in thousands)
236,952
3,694,564
4,238,568
747,119
834,474
117,242
3,404,094
4,238,568
363,746
4,132,527
4,737,742
661,860
749,349
111,342
3,988,393
4,737,742
772,823
3,061,107
3,866,611
905,583
1,119,885
113,543
2,746,726
3,866,611
169,653
2,681,751
3,440,843
947,974
1,396,375
113,182
2,044,468
3,440,843
245,428
2,311,780
3,080,999
929,210
1,126,335
121,105
1,954,664
3,080,999
37,613
354,296
472,184
142,408
172,618
18,560
299,566
472,184
Consolidated Balance Sheet Data:
Cash and cash equivalents ....................................
Total current assets................................................
Total assets ............................................................
Total current liabilities ..........................................
Total liabilities.......................................................
Noncontrolling interests........................................
Total equity ............................................................
Total liabilities and shareholders’ equity.............
Exchange Rate Information
Our business is primarily conducted in China and all of our revenues are denominated in RMB. This
annual report contains translations of RMB amounts into U.S. dollars at specific rates solely for the
convenience of the readers. Unless otherwise noted, all translations from RMB to U.S. dollars in this annual
report were made at a rate of RMB6.5250 to US$1.00, the noon buying rate in effect as of December 31,
2020 in The City of New York for cable transfers of RMB, as set forth in H.10 weekly statistical release of
the Federal Reserve Bank of New York. We make no representation that any RMB or U.S. dollar amounts
could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular
rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct
regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. On
April 23, 2021, the noon buying rate was RMB6.4945 to US$1.00.
B. Capitalization and Indebtedness
Not Applicable.
C. Reasons for the Offer and Use of Proceeds
Not Applicable.
-4-
D. Risk Factors
Risks Related to Our Business and Industry
If and when our contracts with insurance companies are suspended or changed, our business and
operating results will be materially and adversely affected.
We primarily act as agents for insurance companies in distributing their products to retail customers.
We also provide claims adjusting services principally to insurance companies. Our relationships with the
insurance companies are governed by agreements between us and the insurance companies. We have
entered into strategic partnership agreements with most of our major insurance company partners for the
distribution of life, property and casualty insurance products and the provision of claims adjusting services
at the corporate headquarters level. While this approach allows us to obtain more favorable terms from
insurance companies by combining the sales volumes and service fees of all of our subsidiaries and
branches operating insurance agency and claims adjusting businesses, it also means that the termination of
a major contract could have a material adverse effect on our business. Under the framework of the
headquarter-to-headquarter agreements, our subsidiaries and branches operating insurance agency and
claims adjusting businesses generally also enter into contracts at a local level with the respective provincial,
city and district branches of the insurance companies. Generally, each branch of these insurance companies
has independent authority to enter into contracts with our relevant subsidiaries and branches, and the
termination of a contract with one branch has no significant effect on our contracts with the other branches.
See “Item 4. Information on the Company — B. Business Overview — Insurance Company Partners.”
These contracts establish, among other things, the scope of our authority, the pricing of the insurance
products we distribute and our fee rates. These contracts typically have a term of one year and certain
contracts can be terminated by the insurance companies with little advance notice. Moreover, before or
upon expiration of a contract, the insurance company that is a party to that contract may agree to renew it
only with changes in material terms, including the amount of commissions and fees we receive, which
could reduce our revenues to be generated from that contract.
For the year ended December 31, 2020, our top five insurance company partners were Huaxia Life
Insurance Co., Ltd., or Huaxia, Aeon Life Insurance Co., Ltd., or Aeon, Sinatay Life Insurance Co., Ltd.,
or Sinatay, Evergrande Life Insurance Co., Ltd., or Evergrande and Tian'an Life Insurance Co., Ltd., or
Tian'an by net revenues. Among these top five partners, each of Huaxia, Aeon, Sinatay and Evergrande
accounted for more than 10% of our total net revenues individually in 2020, with Huaxia accounting for
18.6%, Aeon accounting for 17.1%, Sinatay accounting for 15.4% and Evergrande accounting for 10.4%,
respectively.
If we fail to attract and retain productive agents, especially entrepreneurial agents, and qualified claims
adjustors, our business and operating results could be materially and adversely affected.
All of our sales of life insurance products and a substantial portion of our sales of property and casualty
insurance products are conducted through our individual sales agents. Some of these sales agents are
significantly more productive than others in generating sales. In recent years, some entrepreneurial
management staff or senior sales agents of major insurance companies in China have chosen to leave their
employers or principals and become independent agents. We refer to these individuals as entrepreneurial
agents. An entrepreneurial agent is usually able to assemble and lead a team of sales agents. We have been
actively recruiting and will continue to recruit entrepreneurial agents to join our distribution and service
network as our sales agents. Entrepreneurial agents have been instrumental to the development of our life
insurance business. In addition, we rely entirely on our in-house claims adjustors to provide claims
adjusting services. Because claims adjustment requires technical skills, the technical competence of claims
adjustors is essential to establishing and maintaining our brand image and relationships with our customers.
As of December 31, 2020, we had 362,580 sales agents and 1,736 claim adjustors. Out of the 362,580
sales agents, 222,203 were performing agents, who have sold at least one insurance policy in 2020. The
number of performing agents who have sold at least one life insurance policy in 2020 was 80,768. If we
-5-
are unable to attract and retain the core group of highly productive sales agents, particularly entrepreneurial
agents, and qualified claims adjustors, our business could be materially and adversely affected. Competition
for sales personnel and claims adjustors from insurance companies and other insurance intermediaries may
also force us to increase the compensation of our sales agents, in-house sales representatives and claims
adjustors, which would increase operating costs and reduce our profitability.
If our digitalization initiative are not successful, our business and results of operations may be materially
and adversely affected.
We have devoted significant efforts to developing and managing our online platforms and digital
toolkits. In 2012, we launched Baowang (www.baoxian.com), an online insurance distribution platform
which allows customers to search for and purchase a wide range of commoditized insurance products,
including accident insurance, indemnity medical insurance, travel insurance, homeowner insurance, and a
limited number of internet-specific regular life insurance products from various insurance carriers. In
October 2012, we launched CNpad Auto, an application to enable our sales agents to help their clients place
auto insurance policies which was subsequently discontinued in 2020. In August 2014, we unveiled eHuzhu
(www.ehuzhu.com), an online mutual aid platform that provides risk-protection programs on a mutual
commitment basis among program members. In August 2014, we also rolled out Chetong.net
(www.chetong.net), an online-to-offline platform that integrates claims services and auto service resources.
In September 2017, we launched Lan Zhanggui, an internet-based all-in-one application which integrates
the functions of several of our existing online platforms and allows our agents to access and help their
clients to place a wide variety of insurance products, including life and health insurance, indemnity medical
insurance, lifestyle insurance and auto insurance products from multiple insurance companies. In 2020, we
announced an initiative to empower our operation by utilizing digital technologies such as artificial
intelligence and big data to gain more customer insight, match sales leads with the most suitable sales
agents and maximize their productivity and help customers find the products that suit their different needs
throughout different stages of their lifecycle. However, our digitalization efforts may not be successful or
yield the benefits that we anticipate. In addition, our expansion may depend on a number of factors, many
of which are beyond our control, including but not limited to:
the effectiveness of our marketing campaigns to build brand recognition among consumers and our
ability to attract and retain customers;
the acceptance of third-party e-commerce platforms as an effective channel for underwriters to
distribute their insurance products;
the acceptance of Lan Zhanggui as effective tools by sales agents;
public concerns over security of e-commerce transactions and confidentiality of information;
increased competition from insurance companies which directly sell insurance products through
their own websites, call centers, portal websites which provide insurance product information and
links to insurance companies’ websites, and other professional insurance intermediary companies
which may launch independent websites in the future; increased competition from third party
insurance technology companies
further improvement in our information technology system designed to facilitate smoother online
transactions; and
further development and changes in applicable rules and regulations which may increase our
operating costs and expenses, impede the execution of our business plan or change the competitive
landscape.
Since online insurance distribution has emerged only recently in China and is evolving rapidly, the
Chinese Banking and Insurance Regulatory Committee, or CBIRC may promulgate and implement new
-6-
rules and regulations to govern this sector from time to time. On December 7, 2020, the Chinese Banking
and Insurance Regulatory Committee, or the CBIRC, promulgated the Measures for the Supervision of the
Internet Insurance Business, or the Measures, which became effective on February 1, 2021 and replaces
the Interim Measures for the Regulation of Internet Insurance Business. The Measures provides clarity on
the qualifications for entities to operate online insurance business in China and sets higher requirements on
entities which intend to engage in online insurance business. For example, the Measures requires that both
insurance institutions and their self-operated online platforms shall make ICP filing and insurance
institutions engaged in online insurance business shall have IT systems that are certified as Safety Level
III Computer Information Systems, or Safety Level III. We operate part of our online insurance distribution
business through Baowang (www.baoxian.com), which accounted for 3.4% of our total net revenues in
2020. Our wholly-owned subsidiary Fanhua Century Insurance Sales & Service Co., Ltd., or Fanhua
Century, which owns the domain name of www.baoxian.com, has made ICP filing. Baowang’s system was
certified as Safety Level III Computer Information System on December 24, 2020. As advised by our PRC
counsel, we have obtained the necessary approvals and licenses and our operations meet the qualification
requirements of the Measures. If we are unable to adapt to any new changes to regulation governing internet
insurance business and remain fully compliant, the business operation of Baowang could be suspended
which may adversely impact our business results of operation.
There are uncertainties with regard to how the changing laws, regulations and regulatory
requirements would apply to our business. We cannot assure you that our operations will remain fully
compliant with the changes in and further development of regulations applicable to us or we will be able
to obtain the necessary approvals and licenses as required in a timely manner.
Any failure to successfully identify the risks as part of our expansion into the online and mobile
insurance distribution business may have a material adverse impact on our growth, business prospects and
results of operations, which could lead to a decline in the price of our ADSs.
We may not be successful in implementing our new strategic initiatives, which may have an adverse
impact on our business and financial results.
There is no assurance that we will be able to implement important strategic initiatives in accordance with
our expectations, which may result in an adverse impact on our business and financial results. In late 2020,
we launched new strategic initiatives to upgrade our sales organization by developing high-caliber,
productive and professional insurance advisor teams in economically developed cities in China. We also
intend to build an integrated digital platform utilizing artificial intelligence, big data and cloud computing
to optimize the use of data to provide the most appropriate products for existing and potential customers
and increase agent productivity. In addition, we intend to build an open platform to facilitate a closer
cooperation with various third parties who can monetize their existing customer resources and to strengthen
our value proposition to the market. We expect these new strategic initiatives to be new engines to drive
our long-term growth. However, our management may lack required experience, knowledge, insight, or
human and capital resources to carry out the implementation of these new strategic initiatives. As such, we
may not be able to realize our expected growth, and our business and financial results will be adversely
impacted.
All of our personnel engaging in insurance agency, or claims adjusting activities are required under
relevant PRC regulations to register with the CBIRC’s Insurance Intermediaries Regulatory
Information System. If our sales personnel fail to finish practice registration, our business may be
materially and adversely affected.
All of our personnel who engage in insurance agency and claims adjusting activities are required under
relevant PRC regulations to be registered with the CBIRC’s Insurance Intermediary Regulatory
Information System, or the IIRIS through by the insurance company or insurance intermediary company
to which he or she belongs. See “Item 4. Information on the Company — B. Business Overview —
Regulation.” In addition, under the relevant PRC regulations, such as the Provisions on the Supervision
and Administration of Insurance Agents issued on November 12, 2020 and Provisions on the Supervision
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of Insurance Claims Adjusting Firms issued by the CBIRC (formerly CIRC) in February 2018, an insurance
agency or claims adjusting firm that retains a personnel who has not been registered with the IIRIS through
the insurance agency or claims adjusting firm to engage in insurance intermediary activities may be subject
to rectification request, warning and fines up to RMB10,000 per intermediary by the CBIRC. If a substantial
portion of our sales force were found to have not been properly registered with the IIRIS, our business may
be adversely affected. Moreover, we may be subject to fines and other administrative proceedings for the
failure by our sales agents or sales representatives to register with the CBIRC. Such fines or administrative
proceedings could adversely affect our business, financial condition and results of operations.
Material changes in the regulatory environment could change the competitive landscape of our industry
or require us to change the way we do business. The administration, interpretation and enforcement of
the laws and regulations currently applicable to us could change rapidly. If we fail to comply with
applicable laws and regulations, we may be subject to civil and criminal penalties or lose the ability to
conduct our business.
We operate in a highly regulated industry. The laws and regulations applicable to us are evolving and
may change rapidly, which could change the competitive environment of our industry significantly and
cause us to lose some or all of our competitive advantages. In recent years, the CBIRC and its predecessor
has increasingly tightened regulations and supervision of the Chinese insurance market. For example, on
April 2, 2019, the CBIRC issued a Notice to Rectify the Irregularities in the Insurance Intermediary Market
in 2019 and subsequently on May 26, 2020, the CBIRC issued similar guidelines requiring all insurance
companies and insurance intermediaries to conduct self-check on various practices in violation of relevant
regulations. Although we believe we have not had any material violations to date, we could be required to
spend significant time and resources in complying with the requirement and the attention of our
management team and key employees could be diverted to these efforts, which may adversely affect our
business operations.
On July 10, 2017, the CIRC, the predecessor of CBIRC, promulgated the Interim Measures on
Retrospective Management of Insurance Sales Behaviors, effective November 1, 2017 which required
ancillary insurance agencies to take video and audio-recording, or double-recording for the sales of all
insurance products that they facilitate and other insurance distribution channels to take double-recording
for the sales of investment linked insurance products and for the sale of life insurance products with a
payment period of more than one year to the elderly of over 60 years old. On June 11, 2019, Jiangsu Branch
of the CBIRC published the Notice on Deepening the Implementation of the Retrospective Management
of Personal Insurance Sales Behaviors or the Notice, requiring all insurance companies and insurance
intermediary companies to start double-recording process for all long-term personal insurance products in
Jiangsu Province starting from October 1, 2019. Ningbo Branch of the CBIRC implemented similar rule in
Ningbo, Zhejiang Province starting from January 1, 2020. Similar rule was also implemented in certain
part of Shandong since mid 2020. As substantially all of the life and health insurance products we distribute
are long-term personal insurance products, our sales activities in these regions have been materially
adversely impacted. If similar rules are implemented nationwide, our compliance cost may be increased
and our business and results of operations may be adversely affected.
On March 13, 2018, the CIRC and CBRC merged to form the CBIRC. The CBIRC has extensive
authority to supervise and regulate the insurance industry in China. In exercising its authority, the CBIRC
is given wide discretion, and the administration, interpretation and enforcement of the laws and regulations
applicable to us involve uncertainties that could materially and adversely affect our business and results of
operations. The People’s Bank of China and other government agencies may promulgate new rules
governing online financial services. In July 2015, ten government agencies including the People’s Bank of
China, the Ministry of Finance and CIRC promulgated a guidance letter on how to promote the healthy
growth of internet financial services, which set forth the principles of supervision based on the rule of law,
appropriate level of regulation, proper categorization, cooperation among different government agencies
and promoting innovation. Not only may the laws and regulations applicable to us change rapidly, but also
it may sometimes be unclear how they apply to our business. For example, the laws and regulations
applicable to our online and mobile platforms may be unclear. Our products or services may be determined
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or alleged to be in violation of the applicable laws and regulations. Any failure of our products or services
to comply with these laws and regulations could result in substantial civil or criminal liability, adversely
affect demand for our services, invalidate all or a portion of our customer contracts, require us to change
or terminate some of our businesses, require us to refund a portion of our services fees, or cause us to be
disqualified from serving customers, and therefore could have a material and adverse effect on our business.
Although we have not had any material violations to date, we cannot assure you that our operations
will always comply with the interpretation and enforcement of the laws and regulations implemented by
the CBIRC. Any determination by a provincial or national government authority that our activities or those
of our vendors or customers violate any of these laws could subject us to civil or criminal penalties, could
require us to change or terminate some of our operations or business, or could disqualify us from providing
services to insurance companies or other customers; and, thus could have an adverse effect on our business.
Our business could be negatively impacted if we are unable to adapt our services to regulatory changes
in China.
China’s insurance regulatory regime is undergoing significant changes. Some of these changes and
the further development of regulations applicable to us may result in additional restrictions on our activities
or more intensive competition in this industry.
For example, the CIRC, the predecessor of CBIRC, issued notices in September 2016 and May 2017
to further reinforce the regulation of life insurance products by requiring insurance companies to revise or
improve the design of a number of insurance products. For instance, insurance companies are required to
(i) increase the death benefit coverage for insurance products including individual term life insurance,
individual endowment insurance and individual whole life insurance products, and (ii) seek CIRC approval
for universal insurance products with a guaranteed interest rate of above 3%. CIRC also required that (i)
whole life insurance, annuity insurance and care insurance products must not be designed as short-to-
medium term products, (ii) the first payment of survival insurance benefits for endowment products and
annuity products must only occur after five years since the policy has become effective, and the annual
payment or partial payment must not exceed 20% of the paid premiums, and (iii) insurance companies must
not design universal insurance products or investment-linked insurance products in the form of riders.
These new requirements apply to a number of annuity products sold by us. As a result, sales of annuity
products dropped significantly in 2018.
Pursuant to a notice issued by the CBIRC in August 2019, insurance companies must seek approval
for annuity insurance products with the assumed valuation interest rate of above 3.5%. In November 2019,
the CBIRC requested 13 insurance companies to terminate the sales of their annuity insurance products
with 4.025% interest rate by December 31, 2019. Several of our major insurance company partners have
subsequently terminated their high-interest rate annuity products. While the cessation of higher interest-
rate annuity products boosted the sales of annuity products in December, the sales of annuity products
dropped substantially in 2020.
On November 5, 2020, China Insurance Industry Association and China Medical Doctor Association
jointly published Definition Framework 2020, announcing changes to the definition of critical illnesses, or
CI, which will be adopted after a transition period until January 31, 2021. After January 31, 2021, all critical
illness products based on the previous definition framework will not be sold in China. Major changes to
the CI definition framework include, among others, (i) settping the upper limit for insurance benefits for
mild illness at no more than 30% of total insured amount; (ii) expanding the types of illnesses covered
from 25 types to 28 types of critical illnesses and three types of mild illness; (iii) exclusion of cancer that
is in situ from the scope of CI coverage; and (iv) categorizing thyroid cancer at different stages into critical
illness category and mild illness category. The expected cessation of the critical illness products under the
previous CI definition framework has resulted in strong growth in our sales of critical illness policies in
January 2021 followed by a drop afterwards. Any future change in regulatory requirements that make our
products less attractive to consumers or disrupt product supply, our business results of operations could
fluctuated significantly and be adversely affected.
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Our mutual-aid platform eHuzhu currently is not subject to any license requirement or any other
supervision by the CBIRC as the mutual aid plans offered on the platform are not technically insurance. If
the CBIRC determines to include mutual aid platform into its supervision in the future, our compliance cost
could be increased, and if we are unable to meet the qualification requirement to obtain proper license, the
operation of eHuzhu could be disrupted which could harm the interests of the members of eHuzhu and
damage our reputation.
We may be unsuccessful in identifying and acquiring suitable acquisition targets, which could adversely
affect our growth.
We may pursue acquisition of companies that can complement our existing business, diversify our
product offerings and improve our customers’ experience in the future. However, there is no assurance that
we can successfully identify suitable acquisition candidates. Even if we identify suitable candidates, we
may not be able to complete an acquisition on terms that are commercially acceptable to us. Our competitors
may be able to outbid us for these acquisition targets. If we are unable to complete acquisitions, our growth
strategy may be impeded and our earnings or revenue growth may be negatively affected.
Competition in our industry is intense and, if we are unable to compete effectively with both existing and
new market participants, we may lose customers and our financial results may be negatively affected.
The insurance intermediary industry in China is highly competitive, and we expect competition to
persist and intensify as more internet giants and other online insurance intermediaries enter the market. In
insurance product distribution, we face competition from insurance companies that use their in-house sales
force, exclusive sales agents, telemarketing and internet channels to distribute their products, from business
entities that distribute insurance products on an ancillary basis, such as commercial banks, postal offices
and automobile dealerships, as well as from other traditional or online insurance intermediaries. In our
claims adjusting business, we primarily compete with other independent claims adjusting firms. We
compete for customers on the basis of product offerings, customer services and reputation. Many of our
competitors, both existing and newly emerging, have greater financial and marketing resources than we do
and may be able to offer products and services that we do not currently offer and may not offer in the future.
If we are unable to compete effectively against those competitors, we may lose customers and our financial
results may be negatively affected.
Because the commission and fee we earn on the sale of insurance products is based on premiums,
commission and fee rates set by insurance companies, any decrease in these premiums, commission or
fee rates may have an adverse effect on our results of operations.
We are engaged in the life and health insurance, property and casualty insurance and claims adjusting
businesses and derive revenues primarily from commissions and fees paid by the insurance companies
whose policies our customers purchase and to whom we provide claims adjusting services. Our commission
and fee rates are set by insurance companies and are based on the premiums that the insurance companies
charge or the amount recovered by insurance companies. Commission and fee rates and premiums can
change based on the prevailing economic, regulatory, taxation-related and competitive factors that affect
insurance companies. These factors, which are not within our control, include the ability of insurance
companies to place new business, underwriting and non-underwriting profits of insurance companies,
consumer demand for insurance products, the availability of comparable products from other insurance
companies at a lower cost, the availability of alternative insurance products such as government benefits
and self-insurance plans, as well as the tax deductibility of commissions and fees and the consumers
themselves. In addition, premium rates for certain insurance products, such as the mandatory automobile
liability insurance that each automobile owner in the PRC is legally required to purchase, are tightly
regulated by CBIRC.
Because we do not determine, and cannot predict, the timing or extent of premium or commission and
fee rate changes, we cannot predict the effect any of these changes may have on our operations. Any
decrease in premiums or commission and fee rates may significantly affect our profitability. In addition,
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our budget for future acquisitions, capital expenditures and other expenditures may be disrupted by
unexpected decreases in revenues caused by decreases in premiums or commission and fee rates, thereby
adversely affecting our operations.
Quarterly and annual variations in our commission and fee revenue may unexpectedly impact our
results of operations.
Our commission and fee revenue is subject to both quarterly and annual fluctuations as a result of the
seasonality of our business, the timing of policy renewals and the net effect of new and lost business. Life
insurance commission revenue is usually the highest in the first quarter and lowest in the fourth quarter of
any given year as much of the jumpstart sales activities of life insurance companies occurs in January and
February during which life insurance companies would increase their sales efforts by offering more
incentives for insurance agents and insurance intermediaries to increase sales, while the preparation for the
jumpstart sales starts in the fourth quarter of each year. However, the general seasonality trend in 2020 has
been affected by the outbreak of Coronavirus Disease 2019, or COVID-19 as it hit China the hardest in the
first quarter of 2020. Apart from the outbreak of epidemic, some other factors that cause the quarterly and
annual variations are not within our control. Specifically, regulatory changes to product design may result
in cessation of products from time to time and cause quarterly fluctuation in the results of our operations.
In addition, consumer demand for insurance products can influence the timing of renewals, new business
and lost business, which generally includes policies that are not renewed, and cancellations. As a result,
you may not be able to rely on quarterly or annual comparisons of our operating results as an indication of
our future performance.
Our operating structure may make it difficult to respond quickly to operational or financial problems,
which could negatively affect our financial results.
We currently operate through our wholly-owned or majority-owned insurance agencies and claims
adjusting firms and their branches located in 31 provinces in China. These companies report their financial
results to our corporate headquarters monthly. If these companies delay either reporting results or informing
corporate headquarters of negative business developments such as losses of relationships with insurance
companies, regulatory inquiries or any other negative events, we may not be able to take action to remedy
the situation in a timely fashion. This in turn could have a negative effect on our financial results. In addition,
if one of these companies were to report inaccurate financial information, we might not learn of the
inaccuracies on a timely basis and be able to take corrective measures promptly, which could negatively
affect our ability to report our financial results.
Our future success depends on the continuing efforts of our senior management team and other key
personnel, and our business may be harmed if we lose their services.
Our future success depends heavily upon the continuing services of the members of our senior
management team and other key personnel, in particular, Mr. Chunlin Wang, or Mr. Wang, our chairman
of the board of directors and chief executive officer, and Mr. Peng Ge, or, Mr. Ge, our chief financial officer.
If one or more of our senior executives or other key personnel, are unable or unwilling to continue in their
present positions, we may not be able to replace them easily, or at all. As such, our business may be
disrupted and our financial condition and results of operations may be materially and adversely affected.
Competition for senior management and key personnel in our industry is intense because of a number of
factors including the limited pool of qualified candidates. We may not be able to retain the services of our
senior executives or key personnel, or attract and retain high-quality senior executives or key personnel in
the future. As is customary in the PRC, we do not have insurance coverage for the loss of our senior
management team or other key personnel.
In addition, if any member of our senior management team or any of our other key personnel joins a
competitor or forms a competing company, we may lose customers, sensitive trade information, key
professionals and staff members. Each of our executive officers and key employees has entered into an
employment agreement with us which contains confidentiality and non-competition provisions. These
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agreements generally have an initial term of three years, and are automatically extended for successive one-
year terms unless terminated earlier pursuant to the terms of the agreement. See “Item 6. Directors, Senior
Management and Employees — A. Directors and Senior Management — Employment Agreements” for a
more detailed description of the key terms of these employment agreements. If any disputes arise between
any of our senior executives or key personnel and us, we cannot assure you of the extent to which any of
these agreements may be enforced.
Salesperson and employee misconduct is difficult to detect and deter and could harm our reputation or
lead to regulatory sanctions or litigation costs.
Salesperson and employee misconduct could result in violations of law by us, regulatory sanctions,
litigation or serious reputational or financial harm. Misconduct could include:
making misrepresentations when marketing or selling insurance to customers;
hindering insurance applicants from making full and accurate mandatory disclosures or inducing
applicants to make misrepresentations;
hiding or falsifying material information in relation to insurance contracts;
fabricating or altering insurance contracts without authorization from relevant parties, selling
false policies, or providing false documents on behalf of the applicants;
falsifying insurance agency business or fraudulently returning insurance policies to obtain
commissions;
colluding with applicants, insureds, or beneficiaries to obtain insurance benefits;
engaging in false claims; or
otherwise not complying with laws and regulations or our control policies or procedures.
We have internal policies and procedures to deter salesperson or employee misconduct. However, the
measures and precautions we take to prevent and detect these activities may not be effective in all cases.
Therefore, salesperson or employee misconduct could lead to a material adverse effect on our business,
results of operations or financial condition. In addition, the general increase in misconduct in the industry
could potentially harm the reputation of the industry and have an adverse impact on our business.
Our investments in certain financial products may not yield the benefits we anticipate or incur financial
loss, which could adversely affect our cash position.
In order to improve our return on capital, we may from time to time, upon board approval, invest
certain portion of our cash in financial products, such as trust products, with terms of half a year to two
years. These products may involve various risks, including default risks, interest risks, and other risks. We
cannot guarantee these investments will yield the returns we anticipate and we could suffer financial loss
resulting from the purchase of these financial products.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able
to accurately report our financial results or prevent fraud.
We are subject to reporting obligations under U.S. securities laws. Pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002 and the related rules adopted by the Securities and Exchange Commission, or
the SEC, every public company is required to include a management report on the company’s internal
controls over financial reporting in its annual report, which contains management’s assessment of the
effectiveness of the company’s internal controls over financial reporting. In addition, an independent
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registered public accounting firm must attest to and report on the effectiveness of the company’s internal
controls over financial reporting.
As required by Section 404 of the Sarbanes-Oxley Act and related rules as promulgated by the SEC,
our management assessed the effectiveness of the internal control over financial reporting as of December
31, 2020 using criteria established in “Internal Control — Integrated Framework (2013)” issued by the
Committee of Sponsoring Organizations of the Treadway Commission and concluded that our internal
control over financial reporting was effective as of December 31, 2020. If we fail to achieve and maintain
an effective internal control environment for our financial reporting, we may not be able to conclude on an
ongoing basis that we have effective internal control over financial reporting in accordance with the
Sarbanes-Oxley Act of 2002, which could result in inaccuracies in our consolidated financial statements
and could also impair our ability to comply with applicable financial reporting requirements and make
related regulatory filings on a timely basis. As a result, our business, financial condition, results of
operations and prospects, as well as the trading price of our ADSs, may be materially and adversely affected.
Moreover, if we are not able to conclude that we have effective internal control over financial reporting,
investors may lose confidence in the reliability of our financial statements, which would negatively impact
the trading price of our ADSs. Our reporting obligations as a public company, including our efforts to
comply with Section 404 of the Sarbanes-Oxley Act, will continue to place a significant strain on our
management, operational and financial resources and systems for the foreseeable future.
We may face legal action by former employers or principals of entrepreneurial agents who join our
distribution and service network.
Competition for productive sales agents is intense within the Chinese insurance industry. When an
entrepreneurial agent leaves his or her employer or principal to join our distribution and service network
as our sales agent, we may face legal action by his or her former employer or principal of the entrepreneurial
agent on the ground of unfair competition or breach of contract. As of the date of this annual report, there
has been no such action filed or threatened against us. We cannot assure you that this will not happen in
the future. Any such legal actions, regardless of merit, could be expensive and time-consuming and could
divert resources and management’s attention from the operation of our business. If we were found liable in
such a legal action, we might be required to pay substantial damages to the former employer or principal
of the entrepreneurial agent, and our business reputation might be harmed. Moreover, the filing of such a
legal action may discourage potential entrepreneurial agents from leaving their employers or principals,
thus reducing the number of entrepreneurial agents we can recruit and potentially harming our growth
prospects.
If we are required to write down goodwill and investment in affiliates, our financial condition and results
may be materially and adversely affected.
When we acquire a business, the amount of the purchase price that is allocated to goodwill is
determined by the excess of the fair value of purchase price and any controlling interest over the net
identifiable tangible assets acquired. As of December 31, 2020, goodwill represented RMB109.9 million
(US$16.8 million), or 5.6% of our total shareholders’ equity. Our management performs impairment
assessment annually and we did not recognize any impairment loss between 2016 and 2020. Under current
accounting standards, if we determine that goodwill is impaired, we will be required to write down the
value of such assets and recognize corresponding impairment charges.
We account for our 18.5% of equity interests in CNFinance Holdings Limited (“CNFinance”) using
the equity method. We review our equity method investment periodically to determine whether a decline
in fair value to an amount below the carrying value is other-than temporary. As of December 31, 2020, the
fair value of the investment in CNFinance was below the carrying value although the investment in
CNFinance generated positive equity income. Based on management’s evaluation, it was concluded that
the decline in fair value of our investment in CNFinance below its carrying value is deemed to be other-
than-temporary. Accordingly, a provision of an impairment of RMB23.0 million (US$3.5 million) on
investment in CNFinance was recognized in 2020. Any future write-down related to such goodwill and
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equity method investments may adversely and materially affect our shareholders’ equity and financial
results.
Preparing and forecasting our financial results requires us to make judgments and estimates which may
differ materially from actual results.
Given the evolving regulatory and competitive environment and the inherent limitations in predicting
the future, forecasts of our revenues, operating income, net income and other financial and operating data
may differ materially from actual results. Such discrepancies could cause a decline in the trading price of
our stock. In addition, the preparation of the consolidated financial statements in conformity with U.S.
GAAP requires management to make a number of estimates and assumptions relating to the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and expenses during the reported
period. Our management base their estimates on historical experience and various other factors which are
believed to be reasonable under the circumstances, and the results of which form the basis for making
judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Significant accounting estimates reflected in our consolidated financial statements included estimates of
allowance for doubtful receivables and estimates associated with equity-method investment impairment
assessments. Actual results could differ from those estimates, which could negatively affect our stock price.
Any significant failure in our information technology systems could have a material adverse effect on
our business and profitability.
Our business is highly dependent on the ability of our information technology systems to timely
process a large number of transactions across different markets and products at a time when transaction
processes have become increasingly complex and the volume of such transactions is growing rapidly. The
proper functioning of our financial control, accounting, customer database, customer service and other data
processing systems, together with the communication systems of our various subsidiaries, branches and
our main offices in Guangzhou, is critical to our business and our ability to compete effectively. Our
business activities could be materially disrupted in the event of a partial or complete failure of any of these
primary information technology or communication systems, which could be caused by, among other things,
software malfunction, computer virus attacks or conversion errors due to system upgrading. In addition, a
prolonged failure of our information technology system could damage our reputation and materially and
adversely affect our future prospects and profitability.
We may face potential liability, loss of customers and damage to our reputation for any failure to protect
the confidential information of our customers.
Our customer database holds confidential information concerning our customers. We may be unable to
prevent third parties, such as hackers or criminal organizations, from stealing information provided by our
customers to us. Confidential information of our customers may also be misappropriated or inadvertently
disclosed through employee misconduct or mistake. We may also in the future be required to disclose to
government authorities certain confidential information concerning our customers. In addition, many of
our customers pay for our insurance services through third-party online payment services. In such
transactions, maintaining complete security during the transmission of confidential information, such as
personal information, is essential to maintaining consumer confidence. We have limited influence over the
security measures of third-party online payment service providers. In addition, our third-party merchants
may violate their confidentiality obligations and disclose information about our customers. Any
compromise of our security or third-party service providers' security could have a material adverse effect
on our reputation, business, prospects, financial condition and results of operations.
Though we have not experienced any material cybersecurity incidents in the past, if our database were
compromised by outside sources or if we are accused of failing to protect the confidential information of
our customers, we may be forced to expend significant financial and managerial resources in remedying
the situation, defending against these accusations and we may face potential liability. Any negative
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publicity, especially concerning breaches in our cybersecurity systems, may adversely affect our public
image and reputation. Though we take proactive measures to protect against these risks and we believe that
our efforts in this area are sufficient for our business, we cannot be certain that such measures will prove
effective against all cybersecurity risks. In addition, any perception by the public that online commerce is
becoming increasingly unsafe or that the privacy of customer information is vulnerable to attack could
inhibit the growth of online services generally, which in turn may reduce the number of our customers.
Our business is subject to insurance company partner concentration risks arising from dependence on
a single or limited number of insurance company partners.
We derive a significant portion of net revenues from distributing insurance products supplied by our
important insurance company partners. Among the top five of our insurance company partners, each of
Huaxia, Aeon, Sinatay and Evergrande contributed more than 10% of our total net revenues from
continuing operations in 2020, with Huaxia accounting for 18.6% Aeon accounting for 17.1%, Sinatay
accounting for 15.4% and Evergrande accounting for 10.4%.
Because of this concentration in the supply of the insurance products we distribute, our business and
operations would be negatively affected if we experience a partial or complete loss of any of these insurance
company partners. In addition, any significant adverse change in our relationship with any of these
insurance company partners could result in loss of revenue, increased costs and distribution delays that
could harm our business and customer relationships. In addition, this concentration can exacerbate our
exposure to risks associated with the termination by key insurance company partners of our agreements or
any adverse change in the terms of such agreements, which could have an adverse impact on our revenues
and profitability.
If we are unable to respond in a timely and cost-effective manner to rapid technological change in the
insurance intermediary industry, it may result in a material adverse effect.
The insurance industry is increasingly influenced by rapid technological change, frequent new product
and service introductions and evolving industry standards. For example, the insurance intermediary
industry has increased the use of the Internet to communicate benefits and related information to consumers
and to facilitate information exchange, transactions and training. We believe that our future success will
depend on our ability to anticipate and adapt to technological changes and to offer additional products and
services that meet evolving standards on a timely and cost-effective manner. We may not be able to
successfully identify new product and service opportunities or develop and introduce these opportunities
in a timely and cost-effective manner. In addition, new products and services that our competitors develop
or introduce may render our products and services uncompetitive. As a result, if we are not able to respond
or adapt to technological changes that may affect our industry in the future, our business and results of
operations could be materially and adversely affected.
We face risks related to health epidemics, including the ongoing COVID-19 outbreak, severe weather
conditions and other catastrophes, which could materially and adversely affect our business.
Our business could be materially and adversely affected by the outbreak of health epidemics, severe
weather conditions or other catastrophes. In December 2019, COVID-19 was first detected in China and
then quickly in other countries. Since January 2020, the PRC government has taken various precautionary
measures to contain the spread of the COVID-19, including extending the Chinese New Year Holiday into
February 2020, temporarily closing offices, restricting travel, and avoiding public gatherings. The outbreak
of the COVID-19 has caused material adverse impact on Chinese economy and China’s insurance industry,
disrupted our operations and adversely affected our business, financial condition and results of operations
in 2020 as (i) the sales activities of our sales agents have been largely hindered due to the difficulty to
interact with prospective customers face-to-face as result of the social distancing measures imposed in the
first half of 2020; (ii) recruitment of agents slowed down due to the suspension of large-scale offline agent
recruitment seminars until May 2020 and increased competition for agents in the insurance industry amid
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the challenging business environment; (iii) our plan to establish new branches in selected major cities were
interrupted; and (iv) the epidemic has accelerated the trend of the young generation turning to the internet
for insurance information and purchase of more affordable indemnity medical insurance products as an
alternative to critical illness products.
The business operation of our non-consolidated affiliated investees has also been adversely impacted
by the COVID-19 outbreak which had affected the fair value of our investment in affiliates.
Although COVID-19 has been considered to be largely contained in China and we have resumed
normal business activities in the second half of 2020, the epidemic has had and could continue to have
lingering adverse impact on our business results as consumers’ confidence in purchasing regular large
ticket-sized insurance policies has not yet fully recovered. The extent to which the COVID-19 outbreak
will continue to impact our results will depend on its future developments, which are highly uncertain and
cannot be predicted, including sporadic recurrence of local and imported COVID-19 cases from time to
time and the actions to contain the disease or treat its impact, among others. For example, there has been
occasional outbreaks in several cities in north China including Shijiazhuang, Hebei Province where we
have significant market presence. Targeted restrictive measures were temporarily put in place in those cities,
which had temporarily adversely impacted our business in those regions in January 2021. Even if the
economic impact of COVID-19 gradually recedes, the pandemic will have a lingering, long-term effect on
business activities and consumption behavior. There is no assurance that we will be able to adjust our
business operations to adapt to these changes and the increasingly complex environment in which we
operate.
In addition, our results of operations have been and could continue to be adversely affected to the
extent the COVID-19 pandemic or any other epidemic harms the Chinese economy in general.
Any occurrence of other adverse public health developments or severe weather conditions may also
significantly disrupt our staffing and otherwise reduce the activity level of our work force, thus causing a
material and adverse effect on our business operations.
We may be at risk of securities class action litigation.
Historically, securities class action litigation has often been brought against a company following
periods of instability in the market price of its securities. If we face such litigation, it could result in
substantial costs and a diversion of management’s attention and resources, which could harm our business.
Recently, U.S. public companies that have substantially all of their operations in China, have been the
subject of intense scrutiny, criticism and negative publicity by some investors, financial commentators and
regulatory agencies. Much of the scrutiny, criticism and negative publicity has centered around financial
and accounting irregularities, a lack of effective internal controls over financial accounting, inadequate
corporate governance policies or a lack of adherence thereto and, in some cases, allegations of fraud. As a
result of the scrutiny, criticism and negative publicity, the publicly traded stocks of many U.S.-listed
Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless.
Some of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are
conducting or subject to internal and external investigations into the allegations. We had been targeted by
short selling reports in the past and became subject to class action lawsuits which were subsequently
dismissed or settled. Shortselling firms or others may in the future publish additional short seller reports
with respect to our business, officers, directors and shareholders, and we may become subject to other
unfavorable allegations, which might cause further fluctuations in the trading price of our ADSs. Such
volatility in our share price could subject us to increased risk of securities class action lawsuits or derivative
actions.
Any future class action lawsuit against us, whether or not successful, could harm our reputation and
restrict our ability to raise capital. In addition, if a claim is successfully made against us, we may be required
to pay significant damages, which could have a material adverse effect on our financial condition and
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results of operations. Even if such allegations are ultimately proven to be groundless, the allegations or the
process of dealing with them could severely impact our business operations and stockholder’s equity, and
any investment in our ADSs could be greatly reduced.
We may be subject, from time to time, to adverse actions taken by other parties, including lawsuits and
negative reports and regulatory proceedings, which may divert resources and the time and attention of
our management and may otherwise adversely affect us.
From time to time, we may become a party to litigations incidental to the operation of our business,
including class action lawsuits and disputes with other third parties. Litigation usually requires a significant
amount of management time and effort, which may adversely affect our business by diverting
management’s focus from the needs of our business and the development of strategic opportunities.
We cannot predict the outcome of these lawsuits. Regardless of the outcome, these lawsuits, and any
other litigation that may be brought against us or our current or former directors and officers, could be time-
consuming, result in significant expenses and divert the attention and resources of our management and
other key employees. An unfavorable outcome in any of these matters could also exceed coverage provided
under applicable insurance policies, which is limited. Any such unfavorable outcome could have a material
effect on our business, financial condition, results of operations and cash flows. Further, we could be
required to pay damages or additional penalties or have other remedies imposed against us, or our current
or former directors or officers, which could harm our reputation, business, financial condition, results of
operations or cash flows.
In addition, the CBIRC may from time to time make inquiries and conduct examinations concerning
our compliance with PRC laws and regulations. These administrative proceedings have in the past resulted
in administrative sanctions, including fines, which have not been material to us. While we cannot predict
the outcome of any pending or future examination, we do not believe that any pending legal matter will
have a material adverse effect on our business, financial condition or results of operations. However, we
cannot assure you that any future regulatory proceeding will not have an adverse outcome, which could
have a material adverse effect on our operating results or cash flows.
Risks Related to Our Corporate Structure
If the PRC government finds that the structure for operating part of our China business does not comply
with applicable PRC laws and regulations, we could be subject to severe penalties.
Historically, PRC laws and regulations have restricted foreign investment in and ownership of
insurance intermediary companies. As a result, we conducted our insurance intermediary business through
contractual arrangements among our PRC subsidiaries, consolidated affiliated entities including Meidiya
Investment, Yihe Investment, Xinbao Investment and Dianliang Information and their individual
shareholders between December 2005 and May 2016.
In recent years, some rules and regulations governing the insurance intermediary sector in China have
begun to encourage foreign investment. For instance, under the Closer Economic Partnership Arrangement,
or CEPA, Supplement IV signed in June 29, 2007 and CEPA Supplement VIII signed on December 13,
2011, between the PRC Ministry of Commerce and the governments of Hong Kong and Macao Special
Administrative Region, local insurance agencies in Hong Kong and Macao are allowed to set up wholly-
owned insurance agency companies in Guangdong Province if they meet certain threshold requirements.
On December 26, 2007, the CIRC, the predecessor of CBIRC, issued an Announcement on the
Establishment of Wholly-owned Insurance Agencies in Mainland China by Hong Kong and Macao
Insurance Agencies, which sets forth specific qualification criteria for implementation purposes. On August
26, 2010, the CIRC released a Circular on the Cancellation of the Fifth Batch of Administrative Approval
Items, pursuant to which foreign ownership in a professional insurance intermediary in excess of 25% only
requires a filing to be made with the relevant authorities and no longer requires prior approval. On March
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1, 2015, the National Development and Reform Commission and Ministry of Commerce jointly issued the
Catalogue for the Guidance of Foreign Investment Industries (Revision 2015), or the CGFII 2015 Revision,
pursuant to which insurance brokerage firms are removed from the list of industries subject to foreign
investment restriction.
We operate our online insurance distribution business through Baoxian.com which was subject to
foreign investment restrictions. Foreign investors are not allowed to own more than 50% of the equity
interests in a value-added telecommunications service provider (except for e-commerce, domestic multi-
party communication, storage and forwarding classes and call centers) under the Special Administrative
Measures for Access of Foreign Investment (Negative List) (2020 Edition), which was promulgated on
June 23, 2020 and implemented on July 23, 2020. However, on June 19, 2015, the Ministry of Industry and
Information Technology published a Notice on Removing the Foreign Ownership Restriction in Online
Data Processing and Transaction Processing Business (Operating E-commerce), or the No. 196 Notice.
Foreign ownership in online data processing and transaction process business (operating e-commerce) is
allowed to increase to 100% as long as the foreign-invested entities obtain necessary licenses to conduct
the business. However, there remains uncertainty with regards to the implementation of the No. 196 Notice
and the administrative procedures with regards to the application of the data processing and transaction
process business licenses.
Following the changes in applicable foreign investment regulations, we commenced a restructuring of
our company in October 2011 and subsequently terminated all the contractual arrangements among our
PRC subsidiaries and consolidated entities such as Meidiya Investment and Yihe Investment, which
became our wholly-owned subsidiaries in 2015 and Xinbao Investment and Dianliang Information, which
became our wholly-owned subsidiaries in 2016. As a result, we obtained direct controlling or significant
equity ownership in each of our insurance intermediary companies and our online platforms in 2016. See
“Item 4. Information on the Company — C. Organizational Structure.”
If our online insurance business operated through Baoxian.com is treated as value-added
telecommunication service other than e-commerce business by relevant authorities, our direct ownership
of our online platforms may be in violation of any existing or future PRC laws or regulations, or if our
online platforms fail to obtain or maintain any of the required permits or approvals, the relevant PRC
regulatory authorities, including the CBIRC (formerly CIRC), will have broad discretion in dealing with
such violations, including:
revoking the business and operating licenses of our PRC subsidiaries;
restricting or prohibiting any related-party transactions among our PRC subsidiaries;
imposing fines or other requirements with which we, our PRC subsidiaries may not be able to
comply;
requiring us, our PRC subsidiaries to restructure the relevant ownership structure or operations;
or
restricting or prohibiting us from providing additional funding for our business and operations in
China.
Any of these or similar actions could cause disruptions to our business, as well as reduce our revenues,
profitability and cash flows.
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PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay
or prevent us from making loans to our PRC subsidiaries or making additional capital contributions to
our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund
and expand our business.
We are an offshore holding company conducting our operations in China through PRC subsidiaries in
order to provide additional funding to our PRC subsidiaries, we may make loans to our PRC subsidiaries,
or we may make additional capital contributions to our PRC subsidiaries.
Any loans we make to any of our directly-held PRC subsidiaries (which are treated as foreign-invested
enterprises under PRC law), namely, Fanhua Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd.,
or Zhonglian Enterprise, and Fanhua Xinlian Information Technology Consulting (Shenzhen) Co., Ltd., or
Xinlian Information, cannot exceed statutory limits and must be registered with the State Administration
of Foreign Exchange, or the SAFE, or its local counterparts. Under applicable PRC law, the amount of a
foreign-invested enterprise’s registered capital represents shareholders’ equity investments over a defined
period of time, and the foreign-invested enterprise’s total investment represents the total of the company’s
registered capital plus permitted loans. The registered capital/total investment ratio cannot be lower than
the minimum statutory requirement and the excess of the total investment over the registered capital
represents the maximum amount of borrowings that a foreign-invested enterprise is permitted to have under
PRC law. Our directly-held PRC subsidiaries were allowed to incur a total of HK300 million (US$38.7
million) in foreign debts as of March 31, 2021. If we were to provide loans to our directly-held PRC
subsidiaries in excess of the above amount, we would have to apply to the relevant government authorities
for an increase in their permitted total investment amounts. The various applications could be time-
consuming and their outcomes would be uncertain. Concurrently with the loans, we might have to make
capital contributions to these subsidiaries in order to maintain the statutory minimum registered capital/total
investment ratio, and such capital contributions involve uncertainties of their own, as discussed below.
Furthermore, even if we make loans to our directly-held PRC subsidiaries that do not exceed their current
maximum amount of borrowings, we will have to register each loan with the SAFE or its local counterpart
within 15 days after the signing of the relevant loan agreement. Subject to the conditions stipulated by the
SAFE, the SAFE or its local counterpart will issue a registration certificate of foreign debts to us within 20
days after reviewing and accepting our application. In practice, it may take longer to complete such SAFE
registration process.
Any loans we make to any of our indirectly-held PRC subsidiaries (those PRC subsidiaries which we
hold indirectly through Zhonglian Enterprise and Xinlian Information), all of which are treated as PRC
domestic companies rather than foreign-invested enterprises under PRC law, are also subject to various
PRC regulations and approvals. Under applicable PRC regulations, medium- and long-term international
commercial loans to PRC domestic companies are subject to approval by the National Development and
Reform Commission. Short-term international commercial loans to PRC domestic companies are subject
to the balance control system effected by the SAFE. Due to the above restrictions, we are not likely to make
loans to any of our indirectly-held PRC subsidiaries.
Any capital contributions we make to our PRC subsidiaries, including directly-held and indirectly-
held PRC subsidiaries, must be approved by the PRC Ministry of Commerce or its local counterparts, and
registered with the SAFE or its local counterparts. Such applications and registrations could be time
consuming and their outcomes would be uncertain.
We cannot assure you that we will be able to complete the necessary government registrations or
obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to
our PRC subsidiaries, or with respect to future capital contributions by us to our PRC subsidiaries. If we
fail to complete such registrations or obtain such approvals, our ability to capitalize or otherwise fund our
PRC operations may be negatively affected, which could adversely and materially affect our liquidity and
our ability to fund and expand our business.
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On August 29, 2008, SAFE promulgated Circular 142, a notice regulating the conversion by a foreign-
invested company of its capital contribution in foreign currency into RMB. The notice requires that the
capital of a foreign-invested company settled in RMB converted from foreign currencies shall be used only
for purposes within the business scope as approved by the authorities in charge of foreign investment or by
other government authorities and as registered with the State Administration for Industry and Commerce
and, unless set forth in the business scope or in other regulations, may not be used for equity investments
within the PRC. In addition, SAFE strengthened its oversight of the flow and use of the capital of a foreign-
invested company settled in RMB converted from foreign currencies. The use of such RMB capital may
not be changed without SAFE’s approval, and may not in any case be used to repay RMB loans if the
proceeds of such loans have not been used. Violations of Circular 142 will result in severe penalties,
including heavy fines. As a result, Circular 142 may significantly limit our ability to provide additional
funding to our PRC subsidiaries through our directly-held PRC subsidiaries in the PRC, which may
adversely affect our ability to expand our business.
However, on on June 9, 2016, SAFE promulgated Circular 16, a notice on reforming and
standardizing the administrative provisions on capital account foreign exchange settlement, which became
effective on June 9, 2016. The new notice states that domestic enterprises (including Chinese-funded
enterprises and foreign-invested enterprises, excluding financial institutions) shall be allowed to settle their
foreign exchange capitals on a discretionary basis. The discretionary settlement by a foreign-invested
enterprise of its foreign exchange capital shall mean that the foreign-invested enterprise may, according to
its actual business needs, settle with a bank the portion of the foreign exchange capital in its capital account
for which the application of discretionary settlement has been specified by relevant policies (including
capitals in foreign currencies, external debts, funds repatriated from overseas listing, etc.). For the time
being, foreign-invested enterprises are allowed to settle 100% of their foreign exchange capitals on a
discretionary basis. The SAFE may adjust the foregoing percentage as appropriate according to balance of
payments situations. As a result, Circular 16 will relax the limitation of our ability to provide additional
funding to our PRC subsidiaries through our directly-held PRC subsidiaries in the PRC.
Risks Related to Doing Business in China
Adverse economic, political and legal developments in China could have a material adverse effect on
our business.
Substantially all of our business operations are conducted in China. Accordingly, our results of
operations, financial condition and prospects are subject to a significant degree to economic, political and
legal developments in China. China’s economy differs from the economies of most developed countries in
many respects, including with respect to the amount of government involvement, level of development,
growth rate, control of foreign exchange and allocation of resources. While the PRC economy has
experienced significant growth in the past 30 years or so, growth has been uneven across different regions
and among various economic sectors of China. Economic growth in China has been slowing in the past
few years and China's GDP growth dropped to 2.3% in 2020 due to the COVID-19 outbreak. The PRC
government has implemented various measures to encourage economic development and guide the
allocation of resources. However, these measures may not be successful in transforming the Chinese
economy or spurring growth. While some of these measures benefit the overall PRC economy, they may
also have a negative effect on us. For example, our financial condition and results of operations may be
adversely affected by government control over capital investments or changes in tax regulations that are
applicable to us.
Although the PRC government has implemented measures since the late 1970s emphasizing the
utilization of market forces for economic reform, the reduction of state ownership of productive assets and
the establishment of improved corporate governance in business enterprises, the PRC government still
owns a substantial portion of productive assets in China. In addition, the PRC government continues to
play a significant role in regulating industry development by imposing industrial policies. The PRC
government also exercises significant control over China’s economic growth through the allocation of
resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and
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providing preferential treatment to particular industries or companies. Actions and policies of the PRC
government could materially affect our ability to operate our business.
Uncertainties with respect to the PRC legal system could adversely affect us.
We conduct our business primarily through our subsidiaries in China. Our operations in China are
governed by PRC laws and regulations. Our subsidiaries are generally subject to laws and regulations
applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned
enterprises. The PRC legal system is based on written statutes. Prior court decisions may be cited for
reference but have limited precedential value.
Although since 1979, PRC legislation and regulations have significantly enhanced the protections
afforded to various forms of foreign investments in China, China has not developed a fully integrated legal
system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic
activities in China. In particular, because these laws and regulations are relatively new, and because of the
limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of
these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on
government policies and internal rules (some of which are not published on a timely basis or at all) that
may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules
until sometime after the violation. In addition, any litigation in China may be protracted and result in
substantial costs and diversion of resources and management attention.
Governmental control of currency conversion may affect the value of your investment.
The PRC government imposes controls on the convertibility of the RMB into foreign currencies and
the remittance of currency out of China. Under existing PRC foreign exchange regulations, payments of
current account items, including profit distributions, interest payments and expenditures from trade-related
transactions, can be made in foreign currencies without prior approval from the SAFE by complying with
certain procedural requirements. However, approval from appropriate government authorities is required
where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such
as the repayment of loans denominated in foreign currencies. The PRC government may also at its
discretion restrict access in the future to foreign currencies for current account transactions. Under our
current corporate structure, the primary source of our income at the holding company level is dividend
payments from our PRC subsidiaries. Shortages in the availability of foreign currency may restrict the
ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to
us, or otherwise satisfy their foreign currency denominated obligations. If the foreign exchange control
system prevents us from obtaining sufficient foreign currency to satisfy our currency needs, we may not be
able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.
The PRC Enterprise Income Tax Law may increase the enterprise income tax rate applicable to some of
our PRC subsidiaries, which could have a material adverse effect on our result of operations.
According to the PRC Enterprise Income Tax Law, or the EIT Law, which became effective on
January 1, 2008, which was subsequently amended on February 24, 2017 and December 29, 2018, as further
clarified by subsequent tax regulations implementing the EIT Law, foreign-invested enterprises and
domestic enterprises are subject to enterprise income tax, or EIT, at a uniform rate of 25%, unless otherwise
provided. Enterprises that were established and enjoyed preferential tax treatments before March 16, 2007
will continue to enjoy such preferential tax treatments in the following manners: (1) in the case of
preferential tax rates, for a five-year transition period starting from January 1, 2008, during which the EIT
rate of such enterprises will gradually increase to the uniform 25% EIT rate by January 1, 2012; or (2) in
the case of preferential tax exemption or reduction with a specified term, until the expiration of such term.
However, if such an enterprise has not enjoyed the preferential treatments yet because of its failure to make
a profit, its term for preferential treatments will be deemed to start from 2008.
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As a result of the implementation of the EIT Law, certain preferential tax treatments enjoyed by some
of our subsidiaries expired on January 1, 2008. According to the EIT Law and related regulations, such as
the Circular on Issues Regarding Tax-related Preferential Policies for Further Implementation of Western
Development Strategy jointly issued by the State Ministry of Finance, General Administration of Customs,
China and State Administration for Taxation, enterprises located in the western China regions that fall into
the encouraged industries are entitled to 15% EIT preferential tax treatment from January 1, 2011 to
December 31, 2020. The preferential tax treatment is subsequently extended to December 31, 2030,
according to the Announcement Concerning the Extension of the EIT Policies for Enterprises Located in
the Western China issued by the Ministry of Finance on April 28, 2020. The preferential tax rates enjoyed
by some of our PRC subsidiaries incorporated in such regions, will increase to the uniform 25% EIT rate
after 2030. An increase in the EIT rates for those entities pursuant to the EIT Law could result in an increase
in our effective tax rate, which could materially and adversely affect our results of operations.
Our global income or the dividends we receive from our PRC subsidiaries may be subject to PRC tax
under the EIT Law, which could have a material adverse effect on our results of operations.
Under the EIT Law, an enterprise established outside of the PRC with “de facto management bodies”
within the PRC is considered a resident enterprise and will be subject to the EIT at the rate of 25% on its
worldwide income. The Implementation Rules of the EIT Law, or the Implementation Rules, define the
term “de facto management bodies” as “establishments that carry out substantial and overall management
and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an
enterprise.” If we are deemed a resident enterprise, we may be subject to the EIT at 25% on our global
income, except that the dividends we receive from our PRC subsidiary will be exempt from the EIT. If we
are considered a resident enterprise and earn income other than dividends from our PRC subsidiaries, a 25%
EIT on our global income could significantly increase our tax burden and materially and adversely affect
our cash flow and profitability.
We have been advised by our PRC counsel, Global Law Office, that pursuant to the EIT Law and the
Implementation Rules, dividends payable by a foreign-invested enterprise in China to its foreign investors
will be subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation
has a tax treaty with China that provides for a different withholding arrangement. However, pursuant to the
Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of
Double Taxation and Prevention of Fiscal Evasion, or the Double Taxation Arrangement, which became
effective on January 1, 2007 and was subsequently amended on January 30, 2008, May 27, 2010, April
1,2015 and July 19, 2019, dividends from our PRC subsidiaries paid to us through our Hong Kong wholly-
owned subsidiary CNinsure Holdings Ltd. are subject to a withholding tax at a rate of 5% since CNinsure
Holdings Ltd. is treated as a Hong Kong resident enterprise for taxation purpose. Under the EIT Law and
the Implementation Rules, if we are regarded as a resident enterprise, the dividends we receive from our
PRC subsidiaries will be exempt from the EIT. If, however, we are not regarded as a resident enterprise,
our PRC subsidiaries will be required to pay a 5% or 10% withholding tax, as the case may be, for any
dividends they pay to us. As a result, the amount of fund available to us to meet our cash requirements,
including the payment of dividends to our shareholders and ADS holders, could be materially reduced.
We rely principally on dividends and other distributions on equity paid by our subsidiaries to fund any
cash and financing requirements we may have, and any limitation on the ability of our subsidiaries to
make payments to us could have a material adverse effect on our ability to conduct our business.
We are a holding company, and we rely principally on dividends from our subsidiaries in China for
our cash requirements, including any debt we may incur. Current PRC regulations permit our PRC
subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance
with PRC accounting standards and regulations. In addition, according to the PRC Company Law, each of
our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year as reported in its
PRC statutory financial statements, if any, to fund a statutory reserve until such reserve reaches 50% of its
registered capital. In addition, each of our PRC subsidiaries that are considered foreign-invested enterprises
is required to further set aside a portion of its after-tax profits as reported in its PRC statutory financial
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statements to fund the employee welfare fund at the discretion of its board. In addition, according to the
Regulation on the Supervision of Insurance Agents, our insurance agency subsidiaries are required to either
procure professional liability insurance with minimum compensation for each accident under the one-year
professional liability insurance policy no less than RMB1 million, and accumulative compensation under
the one-year insurance policy no less than RMB10 million and the total core business revenue of the
professional insurance agency company in the previous year, or make a contribution to deposit which shall
represent 5% of its registered capital. These reserves are not distributable as cash dividends.
As of December 31, 2020, the total retained earnings of our PRC subsidiaries available for dividend
distributions were RMB1.1 billion (US$175.7 million). Furthermore, if our subsidiaries in China incur debt
on their own behalf in the future, the instruments governing the debt may restrict their ability to pay
dividends or make other payments to us. Any limitation on the ability of our subsidiaries to distribute
dividends or other payments to us could materially and adversely limit our ability to grow, make
investments or acquisitions that could be beneficial to our businesses, pay dividends, or otherwise fund and
conduct our business.
PRC regulations relating to the establishment of offshore special purpose companies by PRC residents
and employee stock options granted by overseas-listed companies may increase our administrative
burden, restrict our overseas and cross-border investment activity, or otherwise adversely affect us. If
our shareholders who are PRC residents, or our PRC employees who are granted or exercise stock
options, fail to make any required registrations or filings under such regulations, we may be unable to
distribute profits and may become subject to liability under PRC laws. We may also face regulatory
uncertainties that could restrict our ability to adopt additional equity compensation plans for our
directors and employees and other parties under PRC law.
On October 21, 2005, the SAFE issued a Notice on Relevant Issues Concerning Foreign Exchange
Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special
Purpose Vehicles, generally known in China as SAFE Circular 75, requiring PRC residents to register with
the local SAFE branch before establishing or controlling any company outside of China, referred to in the
notice as an “offshore special purpose company,” for the purpose of raising capital backed by assets or
equities of PRC companies. PRC residents that are shareholders of offshore special purpose companies
established before November 1, 2005 were required to register with the local SAFE branch before March
31, 2006. On July 4, 2014, the SAFE issued the Notice on the Administration of Foreign Exchange Involved
in Overseas Investment, Financing and Return on Investment Conducted by PRC Residents via Special-
Purpose Companies, or SAFE Circular 37, simultaneously repealing SAFE Circular 75. SAFE Circular 37
also requires PRC residents to register with relevant Foreign Exchange Bureau for foreign exchange
registration of overseas investment before making contribution to a special purpose company, or SPC, with
legitimate holdings of domestic or overseas assets or interests. See “Item 4. Information on the Company
— B. Business Overview — Regulation — Regulations on Foreign Exchange — Foreign Exchange
Registration of Offshore Investment by PRC Residents.”
We have requested our beneficial owners who to our knowledge are PRC residents to make the
necessary applications, filings and amendments as required under SAFE Circular 37 and other related rules.
We attempt to comply, and attempt to ensure that our beneficial owners who are subject to these rules
comply with the relevant requirements. However, we cannot assure you that all of our beneficial owners
who are PRC residents will comply with our request to make or obtain any applicable registrations or
comply with other requirements under SAFE Circular 37 or other related rules. The failure of these
beneficial owners to timely amend their SAFE registrations pursuant to SAFE Circular 37 or the failure of
future beneficial owners of our company who are PRC residents to comply with the registration procedures
set forth in SAFE Circular 37 may subject such beneficial owners to fines and legal sanctions and may also
limit our ability to contribute capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to
distribute dividends to our company or otherwise adversely affect our business.
On December 25, 2006, the People’s Bank of China, or the PBOC, promulgated the Measures for the
Administration of Individual Foreign Exchange, and on January 5, 2007, the SAFE further promulgated
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implementation rules for those measures. We refer to these regulations collectively as the Individual
Foreign Exchange Rules. The Individual Foreign Exchange Rules became effective on February 1, 2007.
According to these regulations, PRC citizens who are granted shares or share options by a company listed
on an overseas stock market according to its employee share option or share incentive plan are required,
through the PRC subsidiary of such overseas listed company or any other qualified PRC agent, to register
with the SAFE and to complete certain other procedures related to the share option or other share incentive
plan. Foreign exchange income received from the sale of shares or dividends distributed by the overseas
listed company may be remitted into a foreign currency account of such PRC citizen or be exchanged into
Renminbi. Our PRC citizen employees who have been granted share options became subject to the
Individual Foreign Exchange Rules upon the listing of our ADSs on the NASDAQ.
On February 15, 2012, SAFE promulgated the Notice of the State Administration of Foreign Exchange
on Issues Related to Foreign Exchange Administration in Domestic Individuals’ Participation in Equity
Incentive Plans of Companies Listed Abroad, or the No. 7 Notice, which supersedes the Operation Rules
on Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Holding
Plan or Stock Option Plan of Overseas-Listed Company, or the Stock Option Rule, in its entirety and
immediately became effective upon circulation. No. 7 Notice covers all forms of equity compensation plans
including employee stock ownership plans, employee stock option plans and other equity compensation
plans permitted by relevant laws and regulations. According to the No. 7 Notice, all participants of such
plans who are PRC citizens shall register with and obtain approvals from SAFE prior to their participation
in the equity incentive plan of an overseas listed company. Domestic individuals, which include any
directors, supervisors, senior managerial personnel or other employees of a domestic company who are
PRC citizens (including citizens of Hong Kong, Macao and Taiwan) or foreign individuals who
consecutively reside in the territory of PRC for one year, who participate in the same equity incentive plan
of an overseas listed company shall, through the domestic companies they serve, collectively entrust a
domestic agency to handle issues like foreign exchange registration, account opening, funds transfer and
remittance, and entrust an overseas institution to handle issues like exercise of options, purchasing and sale
of related stocks or equity, and funds transfer. As an overseas publicly listed company, we and our
employees who have been granted stock options or any type of equity awards may be subject to the No. 7
Notice. If we or our employees who are subject to the No. 7 Notice fail to comply with these regulations,
we may be subject to fines and legal sanctions, which will depend on how the SAFE interprets, applies and
enforces Circular 7. See “Item 4. Information on the Company — B. Business Overview — Regulation —
Regulations on Foreign Exchange — SAFE Regulations on Employee Share Options.”
Fluctuation in the value of the RMB may have a material adverse effect on your investment.
The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by,
among other things, changes in political and economic conditions. With the development of the foreign
exchange market and progress towards interest rate liberalization and Renminbi internationalization, the
PRC government may in the future announce further changes to the exchange rate system and we cannot
assure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar
in the future. It is difficult to predict how market forces or PRC or United States government policy may
impact the exchange rate between the RMB and the U.S. dollar in the future.
Our revenues and costs are mostly denominated in the RMB, and a significant portion of our financial
assets are also denominated in RMB. We rely on dividends and other fees paid to us by our subsidiaries in
China. Any significant appreciation or depreciation of the RMB against the U.S. dollar may affect our cash
flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs
in U.S. dollars. For example, a further appreciation of the RMB against the U.S. dollar would make any
new RMB-denominated investments or expenditures more costly to us, to the extent that we need to convert
U.S. dollars into RMB for such purposes. An appreciation of the RMB against the U.S. dollar would also
result in foreign currency translation losses for financial reporting purposes when we translate our U.S.
dollar denominated financial assets into the RMB, as the RMB is our reporting currency. Conversely, a
significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar
equivalent of our reported earnings, and may adversely affect the price of our ADSs.
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Certain PRC regulations could also make it more difficult for us to pursue growth through acquisitions.
Among other things, Provisions on the Mergers and Acquisitions of Domestic Enterprises by Foreign
Investor, or the M&A Rule, also established additional procedures and requirements that could make
merger and acquisition activities by foreign investors more time-consuming and complex, including
requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-
control transaction in which a foreign investor takes control of a PRC domestic enterprise. To date, we
have conducted our acquisitions in China exclusively through subsidiaries that used to be our PRC
consolidated affiliated entities. In the future, we may grow our business in part by directly acquiring
complementary businesses. Complying with the requirements of the new regulations to complete such
transactions could be time consuming, and any required approval processes, including obtaining approval
from the Ministry of Commerce, may prevent us from completing such transactions on a timely basis, or
at all, which could affect our ability to expand our business or maintain our market share.
Risks Related to Our ADSs
The trading price of our ADSs may be volatile.
The trading price of our ADSs may be volatile and could fluctuate widely due to factors beyond our
control. This may happen because of broad market and industry factors, like the performance and
fluctuation in the market prices or the underperformance or deteriorating financial results of other listed
companies based in China. The securities of some of these companies have experienced significant
volatility since their initial public offerings, including, in some cases, substantial price declines in the
trading prices of their securities. The trading performances of other Chinese companies’ securities after
their offerings, may affect the attitudes of investors toward Chinese companies listed in the United States,
which consequently may impact the trading performance of our ADSs, regardless of our actual operating
performance. In addition, any negative news or perceptions about inadequate corporate governance
practices or fraudulent accounting, corporate structure or matters of other Chinese companies may also
negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless
of whether we have conducted any inappropriate activities. [U.S. government’s recent polices concerning
Chinese companies listed in the U.S. may also cause great uncertainty in the listing status of companies
like us and result in fluctuation in the trading rice of our ADSs]. In addition, securities markets may from
time to time experience significant price and volume fluctuations that are not related to our operating
performance, which may have a material and adverse effect on the trading price of our ADSs.
In addition to the above factors, the price and trading volume of our ADSs may be highly volatile due
to multiple factors, including the following:
changes in the economic performance or market valuations of other insurance intermediaries;
actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of
our expected results;
changes in financial estimates by securities research analysts;
conditions in the Chinese insurance industry;
announcements by us or our competitors of acquisitions, strategic relationships, joint ventures,
capital raisings or capital commitments;
additions to or departures of our senior management;
fluctuations of exchange rates between the RMB and the U.S. dollar or other foreign currencies;
potential litigation or administrative investigations;
sales or perceived potential sales of additional ordinary shares or ADSs; and
general economic or political conditions in China and abroad.
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Any of these factors may result in large and sudden changes in the volume and trading price of our
ADSs. In addition, the stock market has from time to time experienced significant price and volume
fluctuations that are unrelated to the operating performance of particular companies and industries.
The volatility resulting from any of the above factors may affect the price at which you could sell the
ADSs.
We may need additional capital, and the sale of additional ADSs or other equity securities could result
in additional dilution to our shareholders.
We believe that our current cash and cash equivalents and anticipated cash flow from operations will
be sufficient to meet our anticipated cash needs for the foreseeable future. We may, however, require
additional cash resources due to changed business conditions or other future developments, including any
investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash
requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of
additional equity securities could result in additional dilution to our shareholders. The incurrence of
indebtedness would result in increased debt service obligations and could result in operating and financing
covenants that would restrict our operations. We cannot assure you that financing will be available in
amounts or on terms acceptable to us, if at all.
Substantial future sales or perceived potential sales of our ordinary shares, ADSs or other equity
securities in the public market could cause the price of our ADSs to decline.
Additional sales of our ADSs in the public market, or the perception that these sales could occur, could
cause the market price of our ADSs to decline. If any existing shareholder or shareholders sell a substantial
amount of ordinary shares in the form of ADSs, the market price of our ADSs could decline. In addition,
we may issue additional ordinary shares as considerations for future acquisitions. If we do so, your
ownership interests in our company would be diluted and this in turn could have an adverse effect on the
price of our ADSs.
Our corporate actions are substantially controlled by our officers, directors and principal shareholders.
As of March 31, 2021, our executive officers and directors beneficially owned approximately 27.0%
of our outstanding shares. These shareholders could exert substantial influence over matters requiring
approval by our shareholders, including electing directors and approving mergers or other business
combination transactions, and they may not act in the best interests of other noncontrolling shareholders.
This concentration of our share ownership also may discourage, delay or prevent a change in control of our
company, which could deprive our shareholders of an opportunity to receive a premium for their shares as
part of a sale of our company and might reduce the price of our ADSs. These actions may be taken even if
they are opposed by our other shareholders.
Holders of our ADSs may have fewer rights than holders of our ordinary shares and must act through
the depositary to exercise those rights.
Holders of ADSs do not have the same rights as our registered shareholders. The holders of our ADSs
will not have any direct right to attend general meetings of our shareholders or to directly cast any votes at
such meetings. The holders of our ADSs will only be able to exercise the voting rights which are carried
by the underlying ordinary shares represented by their ADSs indirectly by giving voting instructions to the
depositary in accordance with the provisions of the deposit agreement (“unrestricted deposit agreement”),
and the deposit agreement for restricted securities (as defined below) (each also referred to as a “deposit
agreement”, and together the “deposit agreements”). Under the deposit agreements, the holders of our
ADSs may vote only by giving voting instructions to the depositary. Upon receipt of the voting instructions
from the holders of our ADSs, the depositary will vote the underlying ordinary shares represented by their
ADSs in accordance with these instructions. The holders of our ADSs will not be able to directly exercise
their right to vote with respect to the underlying ordinary shares unless they withdraw such shares and
become the registered holder of such shares prior to the record date for the general meeting. Under our
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amended and restated memorandum and articles of association, the minimum notice period required to be
given by our company to our registered shareholders to convene a general meeting is fourteen calendar
days. When a general meeting is convened, the holders of our ADSs may not receive sufficient advance
notice of the meeting to permit the holders of our ADSs to withdraw the underlying ordinary shares
represented by their ADSs and become the registered holder of such shares to allow the holders of our
ADSs to attend the general meeting and to cast their vote directly with respect to any specific matter or
resolution to be considered and voted upon at the general meeting. Furthermore, under our amended and
restated memorandum and articles of association, for the purposes of determining those shareholders who
are entitled to attend and vote at any general meeting, our directors may close our register of members
and/or fix in advance a record date for such meeting, and such closure of our register of members or the
setting of such a record date may prevent the holders of our ADSs from withdrawing the underlying
ordinary shares represented by their ADSs and becoming the registered holder of such shares prior to the
record date, so that they would not be able to attend the general meeting or to vote directly. If we ask for
their instructions, the depositary will notify the holders of our ADSs of the upcoming vote and will arrange
to deliver our voting materials to them. We cannot assure the holders of our ADSs that they will receive
the voting materials in time to ensure that they can instruct the depositary to vote the ordinary shares
underlying their ADSs. In addition, the depositary and its agents are not responsible for failing to carry out
voting instructions or for their manner of carrying out the voting instructions of the holders of our ADSs.
This means that the holders of our ADSs may not be able to exercise their right to direct how the underlying
ordinary shares represented by their ADSs are voted and they may have no legal remedy if the underlying
ordinary shares represented by their ADSs are not voted as they requested. In addition, in their capacity as
an ADS holder, the holders of our ADSs will not be able to call a shareholders’ meeting. Furthermore, you
may not receive voting materials in time to instruct the depositary to vote, and it is possible that you, or
persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity
to exercise a right to vote.
Except as described in this annual report and in the deposit agreement, holders of our ADSs will not
be able to exercise voting rights attaching to the shares evidenced by our ADSs on an individual basis.
Holders of ADSs may instruct the depositary to exercise the voting rights attaching to the shares represented
by the ADSs. If no instructions are received by the depositary on or before a date established by the
depositary, the depositary shall deem the holders to have instructed it to give a discretionary proxy to a
person designated by us to exercise their voting rights. You may not receive voting materials in time to
instruct the depositary to vote, and it is possible that you, or persons who hold their ADSs through brokers,
dealers or other third parties, will not have the opportunity to exercise a right to vote.
Right of holders of our ADSs to participate in any future rights offerings may be limited, which may
cause dilution to their holdings.
We may from time to time distribute rights to our shareholders, including rights to acquire our
securities. However, we cannot make rights available to holders of our ADSs in the United States unless
we register both the rights and the securities to which the rights relate under the Securities Act or an
exemption from the registration requirements is available. Under the deposit agreements, the depositary
will not make rights available to holders of our ADSs unless both the rights and the underlying securities
to be distributed to ADS holders are either registered under the Securities Act or exempt from registration
under the Securities Act. We are under no obligation to file a registration statement with respect to any
such rights or securities or to endeavor to cause such a registration statement to be declared effective and
we may not be able to establish a necessary exemption from registration under the Securities Act.
Accordingly, holders of our ADSs may be unable to participate in our rights offerings and may experience
dilution in their holdings.
Holders of our restricted ADSs may be subject to limitations on transfer of their ADSs.
Restricted ADSs are transferable on the books of the depositary. However, the depositary may close
its transfer books at any time or from time to time when it deems expedient in connection with the
performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of
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restricted ADSs generally when our books or the books of the depositary are closed, or at any time if we or
the depositary deems it advisable to do so because of any requirement of law or of any government or
governmental body, or under any provision of the deposit agreements, or for any other reason.
Certain judgments obtained against us by our shareholders may not be enforceable.
We are an exempted company incorporated under the laws of the Cayman Islands. We conduct our
operations outside the United States and substantially all of our assets are located outside the United States.
In addition, substantially all of our directors and officers are nationals or residents of jurisdictions other
than the United States and a substantial portion of their assets are located outside the United States. As a
result, it may be difficult or impossible for our shareholders to bring an action against us or against them
in the United States in the event that our shareholders believe that their rights have been infringed under
the U.S. federal securities laws or otherwise. Even if our shareholders are successful in bringing an action
of this kind, the laws of the Cayman Islands, the PRC or other relevant jurisdiction may render our
shareholders unable to enforce a judgment against our assets or the assets of our directors and officers.
Since we are a Cayman Islands company, the rights of our shareholders may be more limited than those
of shareholders of a company organized in the United States.
Under the laws of some jurisdictions in the United States, majority and controlling shareholders
generally have certain fiduciary responsibilities to the minority shareholders. Shareholder action must be
taken in good faith, and actions by controlling shareholders which are obviously unreasonable may be
declared null and void. Cayman Island law protecting the interests of minority shareholders may not be as
protective in all circumstances as the law protecting minority shareholders in some U.S. jurisdictions. In
addition, the circumstances in which a shareholder of a Cayman Islands company may sue the company
derivatively, and the procedures and defenses that may be available to the company, may result in the rights
of shareholders of a Cayman Islands company being more limited than those of shareholders of a company
organized in the United States.
Furthermore, our directors have the power to take certain actions without shareholder approval which
would require shareholder approval under the laws of most U.S. jurisdictions. The directors of a Cayman
Islands company, without shareholder approval, may implement a sale of any assets, property, part of the
business, or securities of the company. Our ability to create and issue new classes or series of shares without
shareholder approval could have the effect of delaying, deterring or preventing a change in control of our
Company without any further action by our shareholders, including a tender offer to purchase our ordinary
shares at a premium over prevailing market prices.
The audit reports included in this annual report have been prepared by our independent registered public
accounting firm whose work may not be inspected fully by the Public Company Accounting Oversight
Board and, as such, you may be deprived of the benefits of such inspection. In addition, various
legislative and regulatory developments related to U.S.-listed China-based companies due to lack of
PCAOB inspection and other developments may have a material adverse impact on our listing and
trading in the U.S. and the trading prices of our ADSs.
Our independent registered public accounting firm that issues the audit reports included in our annual
reports filed with the U.S. SEC, as auditors of companies that are traded publicly in the United States and
a firm registered with the Public Company Accounting Oversight Board (United States), or the PCAOB, is
required by the laws of the United States to undergo regular inspections by the PCAOB to assess its
compliance with the laws of the United States and professional standards.
Because we have substantial operations within the PRC and the PCAOB is currently unable to
conduct inspections of the work of our independent registered public accounting firm as it relates to those
operations without the approval of the Chinese authorities, our independent registered public accounting
firm is not currently inspected fully by the PCAOB. This lack of PCAOB inspections in the PRC prevents
the PCAOB from regularly evaluating our independent registered public accounting firm’s audits and its
quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.
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Inspections of other firms that the PCAOB has conducted outside the PRC have identified deficiencies in
those firms’ audit procedures and quality control procedures, which may be addressed as part of the
inspection process to improve future audit quality. The inability of the PCAOB to conduct full inspections
of auditors in the PRC makes it more difficult to evaluate the effectiveness of our independent registered
public accounting firm’s audit procedures or quality control procedures as compared to auditors outside the
PRC that are subject to PCAOB inspections. Investors may lose confidence in our reported financial
information and procedures and the quality of our financial statements.
On May 24, 2013, PCAOB announced that it had entered into a Memorandum of Understanding on
Enforcement Cooperation with the China Securities Regulatory Commission, or the CSRC, and the
Ministry of Finance which establishes a cooperative framework between the parties for the production and
exchange of audit documents relevant to investigations in the United States and China. On inspection, it
appears that the PCAOB continues to be in discussions with the Mainland China regulators to permit
inspections of audit firms that are registered with PCAOB in relation to the audit of Chinese companies
that trade on U.S. exchanges. On December 7, 2018, the SEC and the PCAOB issued a joint statement
highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement
audits of U.S.-listed companies with significant operations in China. The joint statement reflects a
heightened interest in this issue. On April 21, 2020, the SEC and the PCAOB issued a joint statement
reiterating the greater risks of insufficient disclosures from companies in many emerging markets,
including China, compared to those from U.S. domestic companies. In discussing the specific issues related
to these risks, the statement again highlighted the PCAOB’s inability to inspect audit work and practices
of accounting firms in China with respect to U.S. reporting companies. On June 4, 2020, the U.S. President
issued a memorandum ordering the President’s Working Group on Financial Markets, or the PWG, to
submit a report to the President within 60 days of the memorandum that includes recommendations for
actions that can be taken by the executive branch and by the SEC or the PCAOB on Chinese companies
listed on U.S. stock exchanges and their audit firms. On August 6, 2020, the PWG released the report. In
particular, with respect to jurisdictions that do not grant the PCAOB sufficient access to fulfill its statutory
mandate, or NCJs, the PWG recommended that enhanced listing standards be applied to companies from
NCJs for seeking initial listing and remaining listed on U.S. stock exchanges. Under the enhanced listing
standards, if the PCAOB does not have access to work papers of the principal audit firm located in a NCJ
for the audit of a U.S.-listed company as a result of governmental restrictions, the U.S.-listed company may
satisfy this standard by providing a co-audit from an audit firm with comparable resources and experience
where the PCAOB determines that it has sufficient access to the firm’s audit work papers and practices to
inspect the co-audit. The report recommended a transition period until January 1, 2022 before the new
listing standards apply to companies already listed on U.S. stock exchanges. Under the PWG
recommendations, if we fail to meet the enhanced listing standards before January 1, 2022, we could face
de-listing from the Nasdaq Global Select Market, deregistration from the SEC and/or other risks, which
may materially and adversely affect, or effectively terminate, our ADS trading in the United States. There
were recent media reports about the SEC’s proposed rulemaking in this regard. It is uncertain whether the
PWG recommendations will be adopted, in whole or in part, and the impact of any new rule on us cannot
be estimated at this time.
As part of a continued regulatory focus in the United States on access to audit and other information
currently protected by national law, in particular China’s, in June 2019, a bipartisan group of lawmakers
introduced bills in both houses of the U.S. Congress, which if passed, would require the SEC to maintain a
list of issuers for which the PCAOB is not able to inspect or investigate auditor reports issued by foreign
public accounting firms. The proposed Ensuring Quality Information and Transparency for Abroad-Based
Listings on our Exchanges (EQUITABLE) Act prescribes increased disclosure requirements for these
issuers and, beginning in 2025, the delisting from U.S. stock exchanges of issuers included on the SEC’s
list for three consecutive years. On December 18, 2020, the “Holding Foreign Companies Accountable
Act”, or the Act, was signed by the then U.S. President into law. The Act requires foreign issuers to establish
that they are not owned or controlled by a foreign government and requires the SEC to prohibit foreign
companies from listing securities on U.S. securities exchanges or trading “over-the-counter” if a company
retains a foreign accounting firm that cannot be inspected by the PCAOB for three consecutive years,
beginning in 2021. On March 24, 2021, the SEC adopted interim final amendments to implement the
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requirements of the ACT, which require any identified registrant to submit documents to the SEC
establishing that the registrant is not owned or controlled by a foreign governmental entity, and will also
require disclosure in a foreign issuer’s annual report regarding the audit arrangements of, and governmental
influence on, such a registrant. The amendments will become effective on April 23, 2021. The enactment
of Act, implementation of the amendments and any additional rule making efforts to increase U.S.
regulatory access to audit information in China could cause investor uncertainty for affected SEC
registrants, including us, the market price of our ADSs could be materially adversely affected, and we could
be delisted if we are unable to meet the PCAOB inspection requirement in time.
If the settlement reached between the SEC and the Big Four PRC-based accounting firms (including
the Chinese affiliate of our independent registered public accounting firm), concerning the manner in
which the SEC may seek access to audit working papers from audits in China of U.S.-listed companies,
is not or cannot be performed in a manner acceptable to authorities in China and the United States, we
could be unable to timely file future financial statements in compliance with the requirements of the
Exchange Act.
In late 2012, the SEC commenced administrative proceedings under Rule 102(e) of its Rules of
Practice and also under the Sarbanes-Oxley Act of 2002 against the mainland Chinese affiliates of the “Big
Four” accounting firms (including the mainland Chinese affiliate of our independent registered public
accounting firm). A first instance trial of the proceedings in July 2013 in the SEC’s internal administrative
court resulted in an adverse judgment against the firms. The administrative law judge proposed penalties
on the Chinese accounting firms including a temporary suspension of their right to practice before the SEC,
although that proposed penalty did not take effect pending review by the Commissioners of the SEC. On
February 6, 2015, before a review by the Commissioner had taken place, the Chinese accounting firms
reached a settlement with the SEC whereby the proceedings were stayed. Under the settlement, the SEC
accepted that future requests by the SEC for the production of documents would normally be made to the
CSRC. The Chinese accounting firms would receive requests matching those under Section 106 of the
Sarbanes-Oxley Act of 2002, and would be required to abide by a detailed set of procedures with respect
to such requests, which in substance would require them to facilitate production via the CSRC. The CSRC
for its part initiated a procedure whereby, under its supervision and subject to its approval, requested classes
of documents held by the accounting firms could be sanitized of problematic and sensitive content so as to
render them capable of being made available by the CSRC to US regulators.
Under the terms of the settlement, the underlying proceeding against the four PRC-based accounting
firms was deemed dismissed with prejudice at the end of four years starting from the settlement date, which
was on February 6, 2019. Despite the final ending of the proceedings, the presumption is that all parties
will continue to apply the same procedures: i.e. the SEC will continue to make its requests for the
production of documents to the CSRC, and the CSRC will normally process those requests applying the
sanitization procedure. We cannot predict whether, in cases where the CSRC does not authorize production
of requested documents to the SEC, the SEC will further challenge the four PRC-based accounting firms’
compliance with U.S. law. If additional challenges are imposed on the Chinese affiliates of the “big four”
accounting firms, we could be unable to timely file future financial statements in compliance with the
requirements of the Exchange Act.
In the event that the SEC restarts the administrative proceedings, depending upon the final outcome
listed companies in the United States with major PRC operations may find it difficult or impossible to retain
auditors in respect of their operations in the PRC, which could result in financial statements being
determined to not be in compliance with the requirements of the Exchange Act, including possible delisting.
Moreover, any negative news about any such future proceedings against these accounting firms may cause
investor uncertainty regarding China-based, United States-listed companies and the market price of our
ADSs may be adversely affected.
If the Chinese affiliate of our independent registered public accounting firm were denied, even
temporarily, the ability to practice before the SEC and we were unable to timely find another registered
public accounting firm to audit and issue an opinion on our financial statements, our financial statements
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could be determined not to be in compliance with the requirements of the Exchange Act. Such a
determination could ultimately lead to the delisting of our ordinary shares from the NASDAQ or
deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading
of our ADSs in the United States.
Our articles of association contain anti-takeover provisions that could discourage a third party from
acquiring us, which could limit our shareholders’ opportunity to sell their shares, including ordinary
shares represented by our ADSs, at a premium.
Our amended and restated memorandum and articles of association contain provisions which have the
potential to limit the ability of others to acquire control of our company or cause us to engage in change-
of-control transactions. These provisions have the effect of depriving our shareholders of an opportunity to
sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to
obtain control of our company in a tender offer or similar transaction. For example, our board of directors
has the authority, without further action by our shareholders, to issue preferred shares in one or more series
and to fix their designations, powers, preferences, privileges and other rights, including dividend rights,
conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may
be greater than the rights associated with our ordinary shares, in the form of ADS or otherwise, at such time
and on such terms as they may think appropriate. In the event these preferred shares have better voting
rights than our ordinary shares, in the form of ADSs or otherwise, they could be issued quickly with terms
calculated to delay or prevent a change in control of our company or make removal of management more
difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the
voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely
affected.
You may have to rely primarily on price appreciation of our ADSs for any return on your investment.
Our board of directors has discretion as to whether to distribute dividends, subject to applicable laws.
Although our board of directors has announced a policy to declare and pay dividends on a quarterly basis,
the amount and form of future dividends will depend on, among other things, our future results of operations
and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from
our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our
board of directors. Accordingly, the return on your investment in our ADSs will likely depend primarily
upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in
value or even maintain the price at which you purchased the ADSs. You may not realize a return on your
investment in our ADSs and you may even lose your entire investment in our ADSs.
As a foreign private issuer, we are exempt from certain disclosure requirements under the Exchange
Act, which may afford less protection to our shareholders than they would enjoy if we were a domestic
U.S. company.
As a foreign private issuer, we are exempt from, among other things, the rules prescribing the
furnishing and content of proxy statements under the Exchange Act. In addition, our executive officers,
directors and principal shareholders are exempt from the reporting and short-swing profit and recovery
provisions contained in Section 16 of the Exchange Act. We are also not required under the Exchange Act
to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic U.S.
companies with securities registered under the Exchange Act although we have voluntarily filed and will
continue to file period reports and financial statements. As a result, our shareholders may be afforded less
protection than they would under the Exchange Act rules applicable to domestic U.S. companies.
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You may face difficulties in protecting your interests, and your ability to protect your rights through the
U.S. federal courts may be limited, because we are incorporated under Cayman Islands law, conduct
substantially all of our operations in China and the majority of our officers reside outside the United
States
We are incorporated in the Cayman Islands, and conduct substantially all of our operations in China
through our subsidiaries in China. Most of our officers reside outside the United States and some or all of
the assets of those persons are located outside of the United States. The legal system in Cayman, the PRC
or other relevant jurisdictions may not afford our shareholders the same level of protection as the legal
system in the United States would. For instance, the Securities Laws of the PRC regulates only security
issuances and trading outside of the PRC to the extent that such issuance and trading disrupts domestic
markets and negatively affects the interest of domestic investors in the PRC. As such, investors in the
United States may not be able to file a lawsuit under the Securities Law in the PRC. Even if you are
successful in bringing an action in the PRC, shareholder claims that are common in the United States,
including class action suits securities law and fraud claims, may be difficult or impossible to pursue as a
matter of law or practicality in the PRC. As a result, it may be difficult or impossible for you to bring an
action against us or against these individuals in the Cayman Islands or in China in the event that you believe
that your rights have been infringed under the securities laws or otherwise. Even if you are successful in
bringing an action of this kind outside the Cayman Islands or China, the laws of the Cayman Islands and of
China may render you unable to effect service of process upon, or to enforce a judgment against our assets
or the assets of our directors and officers.
The SEC, U.S. Department of Justice, or the DOJ, and other relevant regulatory authorities in the
United States play vital roles in enforcing laws and regulations that protect securities investors. These U.S.
authorities may face significant legal and other obstacles to obtaining information needed for investigations
or litigation. Further, these U.S. authorities may have substantial difficulties in bringing and enforcing
actions against non-U.S. companies and non-U.S. persons, including company directors and officers, which
will further limit protections available to our shareholders. According to the Securities Laws of the PRC,
without the approval of securities regulator and other actors within the Chinese government, no entity or
individual in China may provide documents and information relating to securities business activities to
overseas regulators. In addition, local authorities in Cayman, the PRC or other relevant jurisdictions often
are constrained in their ability to assist U.S. authorities and overseas investors more generally. There are
also legal or other obstacles to seeking access to funds in a foreign country.
There is no statutory enforcement in the Cayman Islands of judgments obtained in the United States,
although a judgment obtained in the federal or state courts of the United States courts will be recognized
and enforced in the courts of the Cayman Islands at common law, without any re-examination of the
merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court
of the Cayman Islands, provided such judgment: (a) is given by a foreign court of competent jurisdiction,
(b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been
given, (c) is final, (d) is not in respect of taxes, a fine, or a penalty, and (d) was not obtained in a manner
and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the
Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from
the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is
determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal
or punitive in nature. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings
are being brought elsewhere. A judgment of a court of another jurisdiction may be reciprocally recognized
or enforced if the jurisdiction has a treaty with China or if judgments of the PRC courts have been
recognized before in that jurisdiction, subject to the satisfaction of other requirements. However, China
does not have treaties providing for the reciprocal enforcement of judgments of courts with Japan, the
United Kingdom, the United States and most other Western countries.
Our corporate affairs are governed by our amended and restated memorandum and articles of
association and by the Companies Law (2020 Revision) (the “Company Law”) and the common law of the
Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by
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minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are
to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman
Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as
from English common law, which has persuasive, but not binding, authority on a court in the Cayman
Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman
Islands law are not as clearly established as they would be under statutes or judicial precedents in the United
States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the
United States, and provides significantly less protection to investors. In addition, Cayman Islands
companies may not have standing to initiate a shareholder derivative action before the federal courts of the
United States.
As a result of all of the above, our investors may have more difficulty in protecting their interests
through actions against our management, directors or major shareholders than would shareholders of a
corporation incorporated in a jurisdiction in the United States.
We may be a passive foreign investment company for United States federal income tax purposes, which
could result in adverse United States federal income tax consequences to United States Holders of our
ADSs or ordinary shares.
We will be a passive foreign investment company, or PFIC. for United States federal income tax
purposes for any taxable year if, applying applicable look-through rules, either (1) at least 75% of our gross
income for such year is passive income or (2) at least 50% of the value of our assets (generally determined
based on an average of the quarterly values of the assets) during such year is attributable to assets that
produce passive income or are held for the production of passive income. We must make a separate
determination after the close of each taxable year as to whether we were a PFIC for that year. Based on the
market price of our ADSs, the value of our assets, and the composition of our income and assets, we do not
believe that we were a PFIC for United States federal income tax purposes for our taxable year ended
December 31, 2020. However, we believe we were a PFIC for 2017 and prior years. In addition, we believe
that it is likely that one or more of our subsidiaries were also PFICs for such prior years. Because the value
of our assets for purposes of the PFIC test will generally be determined by reference to the market price of
our ADSs or ordinary shares, our PFIC status will depend in large part on the market price of the ADSs or
ordinary shares, which may fluctuate significantly. If our market capitalization declines, we may be or
become a PFIC because our liquid assets and cash (which are for this purpose considered assets that produce
passive income) may then represent a greater percentage of our overall assets. In addition, the application
of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you that the United
States Internal Revenue Service, or the IRS, will agree with any positions that we ultimately take.
Accordingly, we cannot assure you that we will not be treated as a PFIC for any taxable year or that the
IRS will not take a contrary position to any determination we make.
If we are a PFIC for any taxable year (as we believe we were for 2017 and prior years) during which
a United States Holder (as defined in “Item 10. Additional Information — E. Taxation — United States
Federal Income Taxation”) holds our ADSs or ordinary shares, certain adverse United States federal income
tax consequences could apply to such United States Holder. See “Item 10. Additional Information — E.
Taxation — United States Federal Income Taxation — Passive Foreign Investment Company.”
Item 4. Information on the Company
A. History and Development of the Company
History of Our Corporate Structure
We started our operation in 1999 through Guangzhou Nanyun Car Rental Services Co., Ltd. and
Guangdong Nanfeng Automobile Association Co., Ltd. In 2001, we formed China United Financial
Services Holdings Limited, or China United Financial Services, a British Virgin Islands company, as the
offshore holding company of our PRC subsidiaries. In June 2004, CISG Holdings Ltd., or CISG Holdings
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was incorporated in British Virgin Islands and became our holding company through share exchanges with
China United Financial Services.
In anticipation of our initial public offering, we incorporated CNinsure Inc. in the Cayman Islands in
April 2007. After a series of restructuring transactions, CNinsure Inc. became the ultimate holding company
of our group.
On October 31, 2007, we listed our ADSs on the Nasdaq Global Market under the symbol “CISG.”
We and certain selling shareholders of our company, completed the initial public offering of 13,526,773
ADSs, each representing 20 ordinary shares, on November 5, 2007.
In October 2012, we obtained license approval from the then CIRC to establish an insurance sales
service group company and renamed Shenzhen Nanfeng Investment, our wholly-owned subsidiary in the
PRC, as “Fanhua Insurance Sales Service Group Company Limited”, or FISSG, to serve as the onshore
holding company of our PRC operating entities.
On December 6, 2016, our shareholders approved the change of our company name from CNinsure
Inc. to Fanhua Inc. Our ticker symbol was changed to “FANH” subsequently.
History of Our Business Operation
We began our insurance intermediary business in 1999 by distributing auto insurance products and
auto loans on an ancillary basis and expanded our product offerings to other property and casualty insurance
products in 2002. We commenced life insurance products distribution by acquiring three life insurance
agencies in 2006 and began to offer claims adjusting services by acquiring four claims adjusting firms in
2008. In June 2010, we established an insurance brokerage business unit to expand our product offerings
from retail to commercial lines.
We have grown both organically and through acquisitions. Since 2002, we expanded our operations
nationwide by establishing 21 insurance agencies and two insurance brokerage firms and acquiring majority
interests in 21 insurance agencies and five claims adjusting firms.
In October 2017, we sold Fanhua Times Sales & Service Co., Ltd., and all of its subsidiaries, including
18 P&C insurance agencies and one insurance brokerage firm, to a third party and divested our insurance
brokerage segment in November 2017.
In recent years, we have devoted significant efforts to developing and managing our mobile and online
platforms. In 2010, we started to build an online
insurance distribution platform Baowang
(www.baoxian.com). In April 2014, we established Dianliang Information, as the holding company for
eHuzhu (www.ehuzhu.com), an online mutual aid platform that we launched in July 2014. In October 2012,
we launched CNpad application, a mobile sales support system, which was later divided into CNpad Auto
which focused on facilitating auto insurance transaction and Lan Zhanggui which served as an integrated
one-stop sales support system that facilitate transactions for a wider range of products including life
insurance, auto insurance, accident and health insurance with toolkits for training and agent management.
CNpad Auto App was discontinued in the third quarter of 2020 after its core functionalities were integrated
into Lan Zhanggui. Chetong. Net, an online claims services resource aggregating platform, was launched
in 2014.
We have also made investments in complementary business areas, such as consumer finance and
wealth management since 2009. We currently own an 18.5% equity interest in CNFinance (NYSE: CNF),
a leading home equity loan service provider in China, and a 4.5% equity interest in Puyi Inc. (NASDAQ:
PUYI), a leading third-party wealth management service provider in China which beneficially owns 100%
in Fanhua Puyi Fund Distribution Co., Ltd., or Fanhua Puyi.
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Our principal executive offices are located at 27/F, Pearl River Tower, No. 15 West Zhujiang Road,
Guangzhou, Guangdong 510623, People’s Republic of China. Our telephone number at this address is +86-
20-8388-6888. Our registered office is at the offices of Maples Corporate Services Limited, PO Box 309,
Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United
States is CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011.
Capital Expenditure
Our capital expenditures have been used primarily to construct, upgrade and maintain our online
platforms. See “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital
Resources.”
B. Business Overview
Overview
Driven by our cutting-edge technologies and insurance industry expertise, we are the leading
independent insurance intermediary group in China. We connect millions of individual customers to our
104 insurance company partners as of March 31, 2021. As an independent insurance agency, we possess
unique advantages over the exclusive distribution channels of insurance companies. We offer not only a
broad range of insurance products underwritten by multiple insurance companies to address the needs of
increasingly sophisticated customers with diverse needs and preferences but also quality services backed
by our nationwide network.
We focus on offering long-term life and health insurance products including critical illness, annuity,
whole life, term life and endowment life insurance and distribute property and casualty insurance products
including individual accident insurance, homeowner insurance, liability insurance and travel insurance. We
also provide insurance claims adjusting services such as damage assessment and loss estimations.
With strategic focus on long-term life and health insurance products and services, we were one of
the first independent insurance agencies to enter China’s life insurance agency market. We began
distributing long-term life and health insurance products in 2006 and have become an industry leader after
accumulating valuable industry experience for over 10 years.
We have adopted an integrated offline-to-online (“O2O”) operating model. We use our technology
platforms to boost efficiency and improve user experience, and rely on our extensive offline distribution
and service network to facilitate sales of complex insurance products and offer reliable after-sales services.
We began building online platforms to sell insurance products as early as 2010 and pioneered the
adoption of digital technologies in China’s insurance agency industry. To meet demand for different
insurance products and services, we have established industry-leading online platforms including Lan
Zhanggui, Baowang (www.baoxian.com), eHuzhu (www.ehuzhu.com) and Chetong.net. Our technology
platforms enable intelligent deal management to help customers find the products that best match their
needs and streamline and expedite transaction processes while our offline distribution and service network
provides an effective channel for us to engage with and serve our clients. This O2O model significantly
enhances our operational efficiency and scalability.
We have an extensive independent insurance product distribution network and comprehensive
insurance service network in China. With 362,580 sales agents, 763 sales outlets which include our
branches and sub-branches in 23 provinces as of December 31, 2020, our distribution network was the
largest among independent insurance agencies in China. With 1,736 claims adjusters in 118 service outlets
as of December 31, 2020, our claims adjustment service network covered 31 provinces in China. Our
extensive distribution and service network and sizable sales and service work force allow us to engage and
serve customers nationwide and serve as a substantial entry barrier to China’s insurance agency industry.
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We operate in a fast-growing industry with abundant opportunities. The separation of insurance
underwriting and distribution is a significant trend in China’s insurance industry. Historically dominated
by in-house sales forces and exclusive agents, insurance distribution channels in China have gradually
shifted towards independent insurance agencies, as demand for insurance products and services has
diversified in recent years. With strong brand recognition, established relationships with major insurance
companies, an extensive distribution and sales network and cutting-edge technology, we intend to take
advantage of the opportunities resulting from the growth and transformation of the insurance agency
industry in China to increase our market share by professionalizing our sales force, enhancing digital
capabilities and opening up our platform to more market participations.
Our Platforms
Technological developments and the growth of mobile internet access have significantly changed the
way we operate our business. We operate several online platforms, which we define as websites and
Internet-enabled applications that aggregate insurance product offerings from various insurance companies:
Lan Zhanggui - an internet-based all-in-one platform which integrates our existing online platforms
and allows our agents to access and purchase a wide variety of insurance products, including long
term life and health insurance accident insurance, travel insurance, and standard medical insurance
products from multiple insurance companies, through one integrated account on their mobile
devices. The platform is available in mobile application and WeChat official account versions. As
of March 31, 2021, Lan Zhanggui had approximately 1.8 million registered users.
Baowang (www.baoxian.com) - an online insurance platform that allows customers to directly
compare and shop for hundreds of accident, standard short term health, travel and homeowner
insurance products from dozens of insurance companies online. The platform is available in PC-
based website, mobile application and WeChat official account versions. As of March 31, 2021,
Baowang had over 3.1 million registered members.
eHuzhu (www.ehuzhu.com) - an online non-profit mutual aid platform that provides low-cost
alternative risk-protection programs on a mutual aid basis among program members. eHuzhu
primarily offers programs that provide mutual aid for cancer in three different age groups and
accidental death. The platform is accessible primarily through its WeChat official account. When
a member signs up for a program offered by eHuzhu, he or she agrees to evenly contribute to and
is entitled to receive payout from other program members in case of any claims covered under such
program. The amount of fund that each member can claim is up to RMB500,000, with the
maximum contribution from each member limited to RMB3 for each valid claim. As of March 31,
2021, eHuzhu had attracted approximately 2.8 million paying members.
As of March 31, 2021, we, through FISSG, operated one e-commerce insurance platform and one
online mutual aid platform, and controlled twelve insurance intermediary companies in the PRC, of which
nine were insurance agencies including two with national operating licenses and three were insurance
claims adjusting firms. As of March 31, 2021, we also owned (i) 18.5% of the equity interests in CNFinance
Holdings Ltd. (NYSE:CNF), a leading home equity loan service provider, (ii) 4.5% of the equity interests
in Puyi Inc. (NASDAQ:PUYI), a leading third party wealth management services provider focusing on
mass affluent and emerging middle class population, and (iii) 14.9% of the equity interests in Shenzhen
Chetong Network Co., Ltd., an online insurance claims services provider.
Segment Information
As of December 31, 2020, we operated two segments: (1) the insurance agency segment, which mainly
consists of providing agency services for distributing life insurance products and P&C insurance products
on behalf of insurance companies, and (2) the claims adjusting segment, which consists of providing pre-
underwriting survey services, claim adjusting services, disposal of residual value services, loading and
unloading supervision services, and consulting services.
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Insurance Agency Segment
Our insurance agency segment accounted for 90.0% and 86.7% of our net revenues in 2019 and 2020,
respectively. Revenue from this segment is derived from two broad categories of insurance products: (i)
property and casualty insurance products, and (ii) life and health insurance products, both primarily focused
on meeting the insurance needs of individuals.
Life and health Insurance Products
Our life and health insurance business accounted for 82.7% of our net revenues in 2020. We expect
the sale of life insurance products to be the major source of our revenue in the next several years. The life
and health insurance products we distribute can be broadly classified into the categories set forth below.
Due to constant product innovation by insurance companies, some of the insurance products we distribute
combine features of one or more of the categories listed below:
Individual Health Insurance. The individual health insurance products we distribute primarily
consist of critical illness insurance products, which provide guaranteed benefits when the insured
is diagnosed with specified serious illnesses, and medical insurance products, which provide
conditional reimbursement for medical expenses during the coverage period. In return, the
insured makes periodic payment of premiums over a pre-determined period.
Individual Annuity. The individual annuity products we distribute generally provide annual
benefit payments after the insured attains a certain age, or for a fixed time period, and provide a
lump sum payment at the end of the coverage period. In addition, the beneficiary designated in
the annuity contract will receive guaranteed benefits upon the death of the insured during the
coverage period. In return, the purchaser of the annuity products makes periodic payments of
premiums during a pre-determined accumulation period.
Individual Whole Life Insurance. The individual whole life insurance products we distribute
provide insurance coverage for the insured person’s entire life in exchange for the periodic
payment of fixed premiums over a pre-determined period, generally ranging from five to 20 years,
or until the insured reaches a certain age. The face amount plus accumulated interest is paid upon
the death of the insured.
Individual Term Life Insurance. The individual term life insurance products we distribute provide
insurance coverage for the insured for a specified time period or until the attainment of a certain
age, in return for the periodic payment of fixed premiums over a pre-determined period, generally
ranging from five to 20 years. Term life insurance policies generally expire without value if the
insured survives the coverage period.
Individual Endowment Life Insurance. The individual endowment products we distribute
generally provide insurance coverage for the insured for a specified time period and maturity
benefits if the insured reaches a specified age. The individual endowment products we distribute
also provide to a beneficiary designated by the insured guaranteed benefits upon the death of the
insured within the coverage period. In return, the insured makes periodic payment of premiums
over a pre-determined period, generally ranging from five to 25 years.
Participating Insurance. The participating insurance products we distribute not only provide
insurance coverage but also pay dividends generated from the profits of the insurance company
providing the policy. The dividends are typically paid on an annual basis over the life of the policy.
In return, the insured makes periodic payments of premiums over a pre-determined period,
generally ranging from five to 25 years.
The life insurance products we distributed in 2020 were primarily underwritten by Huaxia, Aeon,
Sinatay, Evergrande and Tian’an.
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Property and Casualty Insurance Products
Our property and casualty insurance business accounted for 4.0% of our net revenues in 2020,
primarily representing insurance products we distributed through Baowang. Our main property and
casualty insurance product in terms of net revenues contribution in 2020 is individual accident insurance
and indemnity medical insurance which we distribute through Baowang. We also offer lifestyle insurance
such as travel insurance, homeowner insurance, and other innovative products on Baowang. In addition,
we has started to offer certain long term life and health insurance products specifically designed for internet
distribution channel since 2019. The major insurance products we offer or facilitate to individual customers
through Baowang can be further classified into the following categories:
Individual Accident Insurance. The individual accident insurance products we distribute
generally provide a guaranteed benefit during the coverage period, which is usually one year or
a shorter period, in the event of death or disability of the insured as a result of an accident, or a
reimbursement of medical expenses to the insured in connection with an accident. These products
typically require only a single premium payment for each coverage period. Because most of the
individual accident insurance products we distribute are underwritten by property and casualty
insurance companies, we classify individual accident insurance products as property and casualty
insurance products.
Travel Insurance. The travel insurance products we distribute are short-term insurance providing
guaranteed benefit in the event of death or disability and covering travel-related emergencies and
losses, either within one's own country, or internationally. These products typically require only
a single premium payment for each coverage period.
Homeowner Insurance. The homeowner insurance products we distribute primarily cover
damages to the insured house, along with furniture and household electrical appliance in the house
caused by a number of incidents such as fire, flood and explosion.
Indemnity medical insurance. The indemnity medical insurance products we facilitate typically
have a one-year term and provide conditional reimbursement for medical and surgical expenses
incurred for treating illnesses during the coverage period. These products typically require only
a single premium payment for each coverage period. Because most of these medical insurance
products we distribute are underwritten by property and casualty insurance companies, we
classify indemnity medical products as property and casualty insurance products.
We primarily partnered with Zhong An Online Property and Casualty Insurance Company Limited
Ping An Property and Casualty Insurance Company Limited, or Ping An, JD Alliance Property and
Casualty Insurance Company Limited, Taikang Online Property and Casualty Insurance Company Limited,,
and Ping’an Health Insurance Company Limited for the distribution of property and casualty insurance
products in 2020.
Claims Adjusting Segment
Total net revenues derived from our claims adjusting segment accounted for 13.3% of our total net
revenues in 2020. We offer the following insurance claims adjusting services:
Pre-underwriting Survey. Before an insurance policy is sold, we conduct a survey of the item to
be insured to assess its current value and help our clients determine the insurable value and the
amount to be insured. We also help our clients assess the underwriting risk with respect to the
item to be insured through surveys, appraisals and analysis.
Claims Adjusting. When an accident involving the insured subject matter has occurred, we
conduct an onsite survey to determine the cause of the accident and assess damage. We then
determine the extent of the loss to the insured subject matter and prepare and submit a report to
the insurance company summarizing our preliminary findings. Upon final conclusion of the case,
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we prepare and submit a detailed report to the insurance company setting forth details of the
accident, cause of the loss, details of the loss, adjustment and determination of loss, an indemnity
proposal and, where appropriate, a request for payment.
Disposal of Residual Value. In the course of providing claims adjusting services, we also can
appraise the residual value of the insured property and offer suggestions on the disposal of such
property. Upon appointment by the insurance company, we handle the actual disposal of the
insured property through auction, discounted sale, lease or other means.
Loading and Unloading Supervision. Upon appointment by ship owners, shippers, consignees or
insurance companies, we can monitor and record the loading and unloading processes of specific
cargos.
Consulting Services. We provide consulting services to both the insured and the insurance
companies on risk assessment and management, disaster and damage prevention, investigation,
and loss assessment.
We primarily provided claims adjusting services to Ping An, Xianghu Bang Health Technology
(Beijing) Co., Ltd., China Pacific Property and Casualty Insurance Company Limited, Shanghai Nuanwa
Technology Co., Ltd., and China Life Property and Casualty Insurance Company Limited in 2020.
As competition intensifies and the insurance market becomes more mature in China, we believe there
will be a further division of labor in the insurance intermediary sector. We expect that more insurance
companies will choose to outsource claims adjusting functions to professional service providers while they
focus on the core aspects of their business, including product development and asset and risk management.
We believe we are well-positioned to capture such outsourcing opportunities.
Seasonality
See “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Factors
Affecting Our Results of Operations — Seasonality.”
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Distribution and Service Network and Marketing
We have an offline distribution and service network that, as of March 31, 2021, consisted of one
insurance sales and service group, nines insurance agencies including two with national operating licenses,
and three claims adjusting firms, with 884 sales and service branches and outlets, 350,565 registered
independent sales agents and 1,829 in-house claims adjustors. Our distribution and service network
consisted of 771 sales outlets in 23 provinces and 113 claims services outlets in 31 provinces.
The following table sets forth additional information concerning our distribution and service network
as of March 31, 2021, broken down by provinces:
Province
Shandong ........................
Guangdong ......................
Guangxi ..........................
Jiangsu ............................
Hebei ..............................
Henan .............................
Anhui ..............................
Sichuan ...........................
Inner Mongolia ...............
Yunan .............................
Chongqin ........................
Liaoning ..........................
Zhejiang ..........................
Shaanxi ...........................
Hunan .............................
Shanxi .............................
Fujian ..............................
Hubei ..............................
Heilongjiang ...................
Tianjin ............................
Jiangxi ............................
Beijing ............................
Shanghai .........................
Guizhou ..........................
Ningxia ...........................
Hainan ............................
Qinghai ...........................
Jilin .................................
Xinjiang ..........................
Gansu ..............................
Tibet ..............................
Total .............................
Number of Sales and
Service Outlets
Number of Sales
Agents
Number of In-
house Adjustors
88,911
30,073
28,383
28,268
25,213
19,998
19,110
15,688
14,401
12,507
11,603
10,404
10,230
8,966
6,758
5,652
5,570
3,134
1,685
1,452
1,334
1,205
19
—
—
—
—
—
—
—
—
52
361
35
170
26
48
45
49
15
19
37
61
166
71
41
21
45
93
4
30
61
130
93
59
44
13
10
21
4
4
1
350,565
1,829
165
77
24
42
89
32
49
93
17
20
15
24
50
16
68
9
31
21
2
10
7
4
8
3
1
1
1
2
1
1
1
884
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We market and sell long-term personal lines of life and health insurance products and property and
casualty insurance products to customers through mainly independent sales agents, who are not our
employees. We also market and sell accident, short-term health, travel and homeowner insurance products
directly to customers through our online platform Baowang (www.baoxian.com). We market and sell
insurance claims adjusting services primarily to insurance companies through our in-house professional
claims adjustors and to non-affiliated service representatives through Chetong.net, an online service
platform, by bidding for claims adjusting business contracts.
Customers
We sell life and health insurance products including critical illness, annuity insurance, whole life
insurance and term life insurance and endowment insurance primarily to individual customers as well as
property and casualty insurance products including individual accident insurance, homeowner insurance
products, liability insurance and travel insurance. Customers for the life and health insurance products we
distribute are primarily individuals under 50 years of age. For the year ended December 31, 2020, no single
individual customer who has purchased insurance products through us accounted for more than 1% of our
net revenues. Our customers for the claims adjusting services are primarily insurance companies and online
mutual-aid platforms.
As of December 31, 2020, we had accumulated approximately 12 million individual customers, of
which approximately 1.8 million have purchased at least one regular long term life and health insurance
policy. By providing certain value-added services to these customers at no additional charge, we seek to
build a loyal customer base that generates referrals and cross-selling opportunities.
Insurance Company Partners
As of March 31, 2021, we had established business relationships with 104 insurance companies in the
PRC. In the Chinese insurance market, local branches of insurance companies generally have the authority
to enter into contracts in their own names with insurance intermediaries. Since 2007, we have sought to
establish business relationships with insurance companies at the corporate headquarters level in order to
leverage the combined sales volumes of all our subsidiaries located in different parts of China. For the
distribution of insurance products, we had outstanding contracts with 32 life insurance companies, four
health and pension insurance companies and 23 property and casualty insurance companies, which were
all signed at the corporate headquarter level as of March 31, 2021. For the provision of claims adjusting
services, we also had outstanding contracts with 59 insurance companies, and 13 other institutions as of
March 31, 2021.
Insurance Aggregator Site Partners
In October 2017, we shifted to a platform business model for our auto insurance business. Under the
new business model, we no longer enter into contracts with property and casualty insurance companies for
the distribution of auto insurance products through our individual sales agents to earn profits from the
commission spread. Rather, we operate CNpad Auto as an auto insurance transaction portal which connects
insurance distributors with our sales agents and received technology service fees from distributors which
provide auto insurance products on CNpad Auto based on the volume of insurance premiums they transact
through CNpad Auto. A technology service fee is typically much smaller than the commission we
previously received from insurance companies, though our costs are generally minimal. From 2018, we
started partnering with third party online auto insurance platforms, for the facilitation of auto insurance
products, by introducing agent traffic to these platforms. We stopped charging this technology service fee
starting from the fourth quarter of 2019. CNPad Auto App was discontinued in the third quarter of 2020
after its key functionalities were integrated into Lan Zhanggui.
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Competition
A number of industry players are involved in the distribution of insurance products in the PRC. We
compete for customers on the basis of product offerings, customer services and reputation. Because we
primarily distribute individual insurance products, our principal competitors include:
Professional insurance intermediaries. The professional insurance intermediary sector in China
is highly fragmented, accounting for only 11.5% of the total insurance premiums generated in
China in the first nine months of 2020, according to statistics quoted by an officer of the CBIRC
at the 2020 Insurance China Insurance Innovation Development Conference. Several insurance
intermediary companies have received private equity or venture capital funding in recent years
and are actively pursuing expansion. We believe that we can compete effectively with these
insurance intermediary companies with our long operating history, strong brand recognition, a
strong and stable team of managers and sales professionals, leading online platforms and
diversified product offerings. With increasing consolidation expected in the insurance
intermediary sector in the coming years, we expect competition within this sector to intensify.
Insurance companies. The distribution of individual life insurance products in China historically
has been dominated by insurance companies, which usually use both in-house sales forces and
exclusive sales agents to distribute their own products. In addition, in recent years several major
insurance companies have increasingly used telemarketing and the Internet to distribute insurance.
We believe that we can compete effectively with insurance companies because we focus only on
distribution and offer our customers a broad range of insurance products underwritten by multiple
insurance companies.
Entities that offer insurance products online. In recent years, domestic insurance companies,
Internet companies and professional insurance intermediaries have begun to engage in the
Internet insurance business. However, each of their insurance e-commerce operations has its own
limitations. The insurance products offered on an insurance company’s website are usually
confined to those under its own brand. Most Internet companies have limited experience in
insurance operation with limited or no offline sales and service support. Our better brand
recognition, larger sales scale and broader sales and service network also differentiate us from
other professional insurance intermediaries. We believe that we can compete effectively with
these business entities because our online insurance platforms offer users access to a broad range
of insurance products underwritten by multiple insurance companies’ good after-sale services that
are backed by our nation-wide service network and better user experience.
Other business entities. In recent years, business entities that distribute insurance products as an
ancillary business, primarily commercial banks and postal offices, have been playing an
increasingly important role in the distribution of insurance products, especially life insurance
products. However, the insurance products distributed by these entities are mostly confined to
those related to their main lines of business, such as investment-related life insurance products.
We believe that we can compete effectively with these business entities because we offer our
customers a broader variety of products.
We compete primarily with the other major claims adjusting firms in China, particularly Min Tai’an
Insurance Surveyors & Loss Adjusters Co., Ltd., or Min Tai’an. We believe that we can compete effectively
with Min Tai’an and other major insurance claims adjusting firms because we offer our customers a
diversified range of claims adjusting services covering medical-insurance, property insurance, auto
insurance, marine and cargo insurance, and personal injury and accident insurance and are able to leverage
the business relationships we have developed with insurance companies through the distribution of property
and casualty insurance products.
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Intellectual Property
Our brand, trade names, trademarks, trade secrets and other intellectual property rights distinguish our
business platform, services and products from those of our competitors and contribute to our competitive
advantage in the professional insurance intermediary sector. To protect our intellectual property, we rely
on a combination of trademark, copyright and trade secret laws as well as confidentiality agreements with
our employees, sales agents, contractors and others. As of March 31, 2021, we had 34 registered trademarks
in China, including our corporate logo. Our main website is www.fanhuaholdings.com.
Regulation
Regulations of the Insurance Industry
The insurance industry in the PRC is highly regulated. Between 1998 and March 2018, CIRC was the
regulatory authority responsible for the supervision of the Chinese insurance industry. In March 2018, the
CBIRC, was established as the result of the merger between CIRC and CBRC, replacing CIRC as the
regulatory authority for the supervision of the Chinese insurance industry. Insurance activities undertaken
within the PRC are primarily governed by the Insurance Law and the related rules and regulations.
Initial Development of Regulatory Framework
The Chinese Insurance Law was enacted in 1995. The original insurance law, which we refer to as the
1995 Insurance Law, provided the initial framework for regulating the domestic insurance industry. Among
the steps taken under the 1995 Insurance Law were the following:
Licensing of insurance companies and insurance intermediaries, such as agencies and brokerages.
The 1995 Insurance Law established requirements for minimum registered capital levels, form of
organization, qualification of senior management and adequacy of the information systems for
insurance companies and insurance agencies and brokerages.
Separation of property and casualty insurance businesses and life insurance businesses. The 1995
Insurance Law classified insurance between property, casualty, liability and credit insurance
businesses, on the one hand, and life, accident and health insurance businesses on the other, and
prohibited insurance companies from engaging in both types of businesses.
Regulation of market conduct by participants. The 1995 Insurance Law prohibited fraudulent and
other unlawful conduct by insurance companies, agencies and brokerages.
Substantive regulation of insurance products. The 1995 Insurance Law gave insurance regulators
the authority to approve the basic policy terms and premium rates for major insurance products.
Financial condition and performance of insurance companies. The 1995 Insurance Law
established reserve and solvency standards for insurance companies, imposed restrictions on
investment powers and established mandatory reinsurance requirements, and put in place a
reporting regime to facilitate monitoring by insurance regulators.
Supervisory and enforcement powers of the principal regulatory authority. The principal
regulatory authority, then the PBOC, was given broad powers under the 1995 Insurance Law to
regulate the insurance industry.
Establishment of the CIRC and 2002 Amendments to the Insurance Law
China’s insurance regulatory regime was further strengthened with the establishment of the CIRC in
1998. The CIRC was given the mandate to implement reform in the insurance industry, minimize
insolvency risk for Chinese insurers and promote the development of the insurance market.
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The 1995 Insurance Law was amended in 2002 and the amended insurance law, which we refer to as
the 2002 Insurance Law, became effective on January 1, 2003. The major amendments to the 1995
Insurance Law include:
Authorizing the CIRC to be the insurance supervisory and regulatory body nationwide. The 2002
Insurance Law expressly grants the CIRC the authority to supervise and administer the insurance
industry nationwide.
Expanding the permitted scope of business of property and casualty insurers. Under the 2002
Insurance Law, property and casualty insurance companies may engage in the short-term health
insurance and accident insurance businesses upon the CIRC’s approval.
Providing additional guidelines for the relationship between insurance companies and insurance
agents. The 2002 Insurance Law requires an insurance company to enter into an agent agreement
with each insurance agent that will act as an agent for that insurance company. The agent
agreement sets forth the rights and obligations of the parties to the agreement as well as other
matters pursuant to law. An insurance company is responsible for the acts of its agents when the
acts are within the scope authorized by the insurance company.
Relaxing restrictions on the use of funds by insurance companies. Under the 2002 Insurance Law,
an insurance company may use its funds to make equity investments in insurance-related
enterprises, such as asset management companies.
Allowing greater freedom for insurance companies to develop insurance products. The 2002
Insurance Law allowed insurance companies to set their own policy terms and premium rates,
subject to the approval of, or a filing with, the CIRC.
2009 Amendments to the Insurance Law
The 2002 Insurance Law was amended again in 2009 and the amended insurance law, which we refer
to as the 2009 Insurance Law, became effective on October 1, 2009. The major amendments to the 2009
Insurance Law include:
Strengthening protection of the insured’s interests. The 2009 Insurance Law added a variety of
clauses such as incontestable clause, abstained and estoppels clause, common disaster clause and
amending immunity clause, claims-settlement prescription clause, reasons for claims rejection
and contract modification clause.
Strengthening supervision on the qualification of the shareholders of the insurance companies
and setting forth specific qualification requirements for the major shareholders, directors,
supervisors and senior managers of insurance companies.
Expanding the business scope of insurers and further relaxing restriction on the use of fund by
insurers.
Strengthening supervision on solvency of insurers with stricter measures.
Tightening regulations governing the administration of insurance intermediary companies,
especially those relating to behaviors of insurance agents.
According to the 2009 Insurance Law, the minimum registered capital required to establish an
insurance agency or insurance brokerage as a company must comply with the PRC Company Law. The
registered capital or the capital contribution of insurance agencies or insurance brokerages must be paid-
up capital in cash. The 2009 Insurance Law also sets forth some specific qualification requirements for
insurance agency and brokerage practitioners. The senior managers of insurance agencies or insurance
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brokerages must meet specific qualification requirements, and their appointments are subject to approval
of the CIRC. Personnel of an insurance agency or insurance brokerage engaging in the sales of insurance
products must meet the qualification requirements set by the CIRC and obtain a qualification certificate
issued by the CIRC. Under the 2009 Insurance Law, the parties to an insurance transaction may engage
insurance adjusting firms or other independent appraisal firms that are established in accordance with
applicable laws, or persons who possess the requisite professional expertise, to conduct assessment and
adjustment of the insured subject matters. Additionally, the 2009 Insurance Law specifies additional legal
obligations for insurance agencies and brokerages.
2014 Amendments to the Insurance Law
The 2002 Insurance Law was amended again in 2014 and the amended insurance law, which we refer
to as the 2014 Insurance Law, became effective on August 31, 2014. The major amendments of the 2014
Insurance Law include:
Relaxing restrictions on actuaries. The 2014 Insurance Law no longer requires Insurance
companies shall employ actuaries recognized by the insurance regulatory authority under the
State Council. However, an insurance company shall also engage professionals, and establish an
actuarial reporting system and a compliance reporting system as before.
2015 Amendments to the Insurance Law
The 2014 Insurance Law was amended again in 2015 and the amended insurance law, which we refer
to as the 2015 Insurance Law, became effective on April 24, 2015. The major amendments of the 2015
Insurance Law include:
Eliminating the requirement for an insurance agent or broker to obtain a qualification certificate
issued by the CIRC before providing any insurance agency or brokerage services.
Relaxing the requirement for the establishment or other significant corporate events of an
insurance agency or brokerage firm. For example, an insurance agency or brokerage firm is
allowed to apply for a business permit from the CIRC and a business license from the local AIC
simultaneously under the 2015 Insurance Law, while an insurance agency or brokerage firm had
to apply for and receive a business permit issued by the CIRC before it could apply for a business
license from and register with the relevant local AIC under the 2014 Insurance Law. Prior
approval by the CIRC is no longer required for the divesture or mergers of insurance agencies or
brokerage firms, the change of their organizational form, or the establishment or winding-up of a
branch by an insurance agency or brokerage firm.
The CIRC and the CBIRC
The CBIRC, which was formed by the merger of China Banking Regulatory Commission (“CBRC”)
and CIRC in March, 2018, inherits the authority of CIRC, has extensive authority to supervise insurance
companies and insurance intermediaries operating in the PRC, including the power to:
promulgate regulations applicable to the Chinese insurance industry;
investigate insurance companies and insurance intermediaries;
establish investment regulations;
approve policy terms and premium rates for certain insurance products;
set the standards for measuring the financial soundness of insurance companies and insurance
intermediaries;
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require insurance companies and insurance intermediaries to submit reports concerning their
business operations and condition of assets;
order the suspension of all or part of an insurance company or an insurance intermediary’s
business;
approve the establishment, change and dissolution of an insurance company, an insurance
intermediary or their branches;
review and approve the appointment of senior managers of an insurance company, an insurance
intermediary or their branches; and
punish insurance companies or intermediaries for improper behaviors or misconducts.
Regulation of Insurance Agents
The principal regulation governing insurance agents is the Provisions on the Supervision and
Administration of Insurance Agents, or the PSAIA, issued by the CBIRC on November 12, 2020 and
effective on January 1, 2021, replacing the Provision on the Supervision and Administration of Professional
Insurance Agencies issued by the CIRC on September 25, 2009 and amended on April 7, 2013, the
Measures on the Supervision and Administration of Insurance Salespersons issued on January 6, 2013 and
the Interim Measures on the Administration of Ancillary-Business Insurance Agency issued on August 4,
2000.
The term of “insurance agent” refers to an entity or an individual entrusted by insurance companies to
handle insurance business by and within the authorization of, and which collects commissions from
insurance companies, and includes a professional insurance agency, ancillary-business insurance agency
and individual insurance sales agent which refers to a captive insurance agent of an insurance company.
The practitioner of an insurance agency refers to an individual engaged in the sales of insurance
products or loss assessment and claims settlement services for a professional insurance agency or ancillary-
business insurance agency.
To engage in insurance agency business, a professional insurance agency shall obtain an insurance
agency business permit issued by the CBIRC, after obtaining a business license, and satisfy the
requirements prescribed by the PSAIA or other relevant regulations on shareholder and management
qualification, capital contribution, articles of association, corporate governance and internal control
procedures with viable business model and sound business and financial information system. An insurance
agency may take any of the following forms: (i) a limited liability company; or (ii) a joint stock limited
company. The name of a professional insurance agency shall contain the words “insurance agency”.
The minimum registered capital for establishing a nationwide professional insurance agency is
RMB50 million and that for a regional professional insurance agency is RMB20 million. The registered
capital of a professional insurance agency must be paid-in monetary capital. To operate outside of its
registration place, a nationwide professional insurance agency shall set up local provincial branches first
before setting up additional sub-branches and sales offices.
Professional insurance agencies shall, within 5 days from the date of occurrence of any of the following
circumstances, report to the CBIRC through the supervision information system and make public disclosure:
(i) change of name, domicile or business address; (ii) change of shareholders, registered capital or the form
of organization; (iii) change of name or capital contribution of a shareholder; (iv) amendments to the articles
of association; (v) equity investment in, or establishment of offshore insurance institutions or non-operating
institutions; (vi) division, merger, dissolution, or termination of insurance agency business activities of
branches; (vii) change of the principal person-in-charge of a sub-branch; (viii) administrative punishment,
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civil punishment or pending investigation of suspected illegal crime; or (ix) other reportable events
prescribed by the insurance regulatory body under the State Council.
A professional insurance agency may engage in all or part of the following businesses: (i) selling
insurance products on behalf of insurance companies; (ii) collecting insurance premium on behalf of
insurance companies; (iii) insurance-related loss survey and claims settlement on behalf of insurance
companies; or (iv) other relevant businesses stipulated by the insurance regulatory body under the State
Council. Insurance agents shall not engage in insurance agency business beyond the business scope and
business area of the insurance companies for which they act as agents.
A professional insurance agency and its sales practitioners and individual insurance agents are not
allowed to sell non-insurance financial products, except for non-insurance financial products approved by
relevant financial regulatory authorities provided that all necessary qualification requirements are being
met.
A professional insurance agency shall, within 20 days upon obtaining business permits, procure
professional liability insurance or make contributions to security deposit. Minimum compensation for each
accident under the one-year professional liability insurance policy shall be no less than RMB1 million, and
accumulative compensation under the one-year insurance policy shall be no less than RMB10 million and
the total core business revenue of the professional insurance agency company in the previous year. If a
professional agency intends to pay deposit, the deposit shall be paid at 5% of its registered capital and when
it increases its registered capital, the amount of the deposit shall be increased proportionately.
The senior managers of a professional insurance agency must meet specific qualification requirements
in education background and relevant industry working experience set forth in the PSAIA.
An insurance agent shall perform sales practicing register with the CRIBC’s Insurance Intermediaries
Regulatory Information System for its individual insurance agent or sales practitioner. Each individual
insurance agent or sales practitioner of an insurance agency can only be allowed to register with one
institution.
Specific information disclosure requirements are also provided in the PSAIA. For example, it is
required that a professional insurance agency or its branches shall place its business license and copies of
permit in a prominent position in its domicile or business site. Insurance agents shall make full disclosure
of all relevant information of insurance products to policyholders and make clear representation of the
clauses in the insurance contract including liability, liability reduction or exemption, cancellation and other
expense deductions, cash value, cooling-off period and etc.
Regulation of Insurance Brokerages
The principal regulation governing insurance brokerages is the Provisions on the Supervision and
Administration of Insurance Brokers, or the POSAIB, promulgated by the CIRC on February 1, 2018 and
effective May 1, 2018, replacing the Provisions on the Supervision of Insurance Brokerages issued on
September 25, 2009, as amended on April 27, 2013, and the Measures on the Supervision and
Administration of Insurance Brokers and Insurance Claims Adjustors issued by the CIRC on January 6,
2013.
The term of “insurance broker” refers to an entity which, representing the interests of insurance
applicants, acts as an intermediary between insurance applicants and insurance companies for entering into
insurance contracts, and collects commissions for the provision of such brokering services. The term of
“insurance brokerage practitioner” refers to a person affiliated with an insurance broker who drafts
insurance application proposals or handle the insurance application formalities for insurance applicants or
the insured or assists insurance applicants or the insured in claiming compensation or who provides clients
with disaster or loss prevention or risk assessment or management consulting services or engages in
reinsurance brokerage, among others.
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To engage in insurance brokerage business within the territory of the PRC, an insurance brokerage
shall satisfy the requirements prescribed by the CIRC and obtain an insurance brokerage business permit
issued by the CIRC, after obtaining a business license. An insurance brokerage may take any of the
following forms: (i) a limited liability company; or (ii) a joint stock limited company.
The minimum registered capital of an insurance brokerage company whose business area is not limited
to the province in which it is registered is RMB50 million while the minimum registered capital of an
insurance brokerage company whose business area is limited to its place of registration is RMB10 million.
The name of an insurance broker shall include the words “insurance brokerage.” An insurance
brokerage must register the information of its affiliated insurance brokerage practitioners with the IISIS.
One person can only be registered with the IISIS through one insurance brokerage.
An insurance brokerage may conduct the following insurance brokering businesses:
making insurance proposals, selecting insurance companies and handling the insurance
application procedures for the insurance applicants;
assisting the insured or the beneficiary to claim compensation;
reinsurance brokering business;
providing consulting services to clients with respect to disaster and damage prevention, risk
assessment and risk management; and
other business activities approved by the CIRC.
An insurance brokerage shall submit a written report to the CIRC through the IISIS and make public
disclosure within five days from the date of occurrence of any of the following matters: (i) change of name,
domicile or business premises; (ii) change of shareholders, registered capital or form of organization; (iii)
change of names of shareholders or capital contributions; (iv) amendment to the articles of association; (v)
equity investment, establishment of offshore insurance related entities or non-operational organizations;
(vi) division, merger and dissolution or termination of insurance brokering business activities of its
branches; (vii) change of the primary person in charge of its branches other than provincial branches; (viii)
being a subject of administrative or criminal penalties, or under investigation for suspected involvement in
any violation of law or a crime; and (x) other reportable events prescribed by the CIRC.
Insurance brokerage and its practitioners are not allowed to sell non-insurance financial products,
except for those products approved by relevant financial regulatory institutions and the insurance brokerage
and its practitioners shall obtain relevant qualification in order to sell non-insurance related financial
products that meets regulatory requirements.
Personnel of an insurance brokerage and its branches who engage in any of the insurance brokering
businesses described above must comply with the qualification requirements prescribed by the CIRC. The
senior managers of an insurance brokerage must meet specific qualification requirements set forth in the
POSAIB.
Regulation of Insurance Claims Adjusting Firms
The principal regulation governing insurance adjusting firms is the Provisions on the Supervision and
Administration of Insurance Claims Adjustors, or the POSAICA, issued by the CIRC on February 1, 2018
and effective on May 1, 2018, replacing the Provisions on the Supervision of Insurance Claims Adjusting
Firms effective on October 1, 2009, as amended on September 29, 2013 and 2015, and the Regulation of
Insurance Brokers and Insurance Adjustors effective on July 1, 2013.
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According to the POSAICA, the term “insurance adjustment” refers to the assessment, survey,
authentication, loss estimation and relevant risk assessment of the insured subject matters or the insurance
incidents conducted by an appraisal firm and its professional appraisers upon the entrustment of the parties
concerned. The term of “insurance adjusting firm” refers to an entity and any of its branches which engages
in the aforementioned businesses.
The term “insurance adjustment practitioner” refers to a person retained by an insurance claims
adjusting firm to conduct the following activities on behalf of an entruster: i) inspecting, appraising the
value of and assessing the risks of the subject matter before and after it is insured; ii) surveying, inspecting,
estimating the loss of, adjusting and disposing of the residual value of the insured subject matter after loss
has been incurred; and iii) risk management consulting.
Insurance adjustment practitioners include claims adjustors and assessment practitioners with claims
adjustment knowledge and practical experience. A claims adjustor refers to an individual who has passed
the qualification examination for the insurance claims adjustors organized by the CIRC.
An insurance claims adjusting firm must meet the requirements prescribed by the China Asset
Appraisal Law and applicable regulations issued by the CIRC and must file its business records with the
CIRC and its local offices.
According to the regulation, an insurance adjusting firm should take the form of a company or a
partnership in accordance with applicable law and retains claims adjustment practitioners to engage in
insurance claims adjusting businesses. A claims adjusting firm in the form of a partnership must have at
least two claims adjustors and two third of its partners should be claims adjustors who have least three
years’ working experience in claims adjustment and have no record of administrative penalties in relations
to claims adjustment activities in the past three years. A claims adjusting firm in the form of a company
must have at least eight claims adjustors and two shareholders among which at least two third are claims
adjustors who have least three years’ working experience in claims adjustment and have no record of
administrative penalties in relations to claims adjustment activities in the past three years.
The establishment of an insurance claims adjusting firm only requires the application for a business
license from and registration with the AIC, instead of both applying for business license and obtaining
approval by the CIRC as previously required.
A claims adjusting firm may include a nationwide claims adjusting firm and regional claims adjusting
firm. A nationwide claims adjusting firm can conduct business within the territory of the PRC and can
establish branches in provinces other than its place of registration while a regional one can only conduct
business and establish branches in the province where it is registered. A claims adjusting firm in the form
of a company must file its business record with the CIRC if it is a nationwide claims adjusting firm or file
with the local offices of the CIRC in the region where it is registered if it is a regional claims adjusting firm.
A partnership firm must file its business record with the CIRC.
An insurance claims adjusting firm must meet certain requirements in order to engage in claims
adjustment business which include, among others, i) its shareholders or its partners must meet the
requirements mentioned above and its capital contribution must be self-owned, actual and lawful and must
not be non-self-owned capital in various forms such as bank loan; and ii) it must have adequate working
capital to support its day-to-day operation and risk undertaking in accordance with its business development
plan. A nationwide entity must have at least RMB2 million working capital while a regional one must have
at least RMB1 million.
An insurance adjusting firm may engage in the following businesses:
Upon approval of the CIRC, an insurance adjusting firm may engage in the following businesses:
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inspecting, appraising the value of and assessing the risks of the subject matter before and after
it is insured;
surveying, inspecting, estimating the loss of, adjusting and disposing of the insured subject matter
after loss has been incurred;
risk management consulting; and
other business activities approved by the CIRC.
The name of an insurance adjusting firm must contain the words “insurance adjusting” and must avoid
duplicating names of existing insurance claims adjusting firms. In any of the following situations, an
insurance adjusting firm shall submit a written report to the CIRC when it within five days from the date
the resolution for change has been passed: (i) change of name, domicile or business premises; (ii) change
of shareholders or partners; (iii) change of registered capital or form of organization; (iv) change of names
of shareholders or partners or capital contributions; (v) amendment to the articles of association or the
partnership agreement; (vi) equity investment, establishment of offshore insurance related entities or non-
operational organization; (vii) division, merger and dissolution or termination of insurance claims
adjustment business of its branches; (viii) change of chairman of its board of directors, executive directors
or senior management; (ix) being a subject of administrative or criminal penalties, or under investigation
for suspected involvement in a crime; and (x) other reportable events specified by the CIRC.
Personnel of an insurance adjusting firm or its branches engaged in any of the insurance adjusting
businesses described above must comply with the qualification requirements prescribed by the CIRC. The
senior managers of an insurance adjusting firm must meet specific qualification requirements set forth in
the POSAICA.
An insurance claims adjustment practitioner must join an insurance claims adjusting firm in order to
conduct insurance claims adjustment activities. The insurance claims adjusting firm to which he or she
belongs must register his or her information with the CIRC’s Insurance Intermediary Supervision
Information System or IISIS. One person can only conduct insurance adjustment activities for one
insurance claims adjusting firm and can only be registered with the IISIS through one insurance claims
adjusting firm.
At least two insurance claims adjustment practitioners must be appointed to undertake each case of
insurance claims adjustment businesses and the claims adjustment report shall be signed by at least two
insurance claims adjustment practitioners engaged in the claims adjustment activities and chopped by the
claims adjusting firm to which he or she belongs.
Regulation of Insurance Intermediary Service Group Companies
The principal regulation governing insurance intermediary groups is the Provisional Measures for
Supervision and Administration of the Insurance Intermediary Service Group Companies (for Trial
Implementation) issued by the CIRC on September 22, 2011 with immediate effect. According to the
regulation, the term “insurance intermediary service group company” refers to a professional insurance
intermediary company that is established in accordance with applicable laws and regulations and with the
approval of the CIRC that exercises sole or shared control of, or is able to exert major influence over, at
least two subsidiaries that are professional insurance intermediary companies primarily engaged in the
insurance intermediary business.
An insurance intermediary service group company must have:
a registered capital of at least RMB100 million;
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no record of material violation by investors of applicable laws and regulations in the previous
three years;
at least five subsidiaries, among which at least two are professional insurance intermediary
companies which contribute at least 50% of the total revenues of the group;
chairman (Executive director) and the senior management with qualifications stipulated by the
CIRC;
perfect governance structure, sound organization, effective risk management and internal control
management system;
business premises and office equipment which are suitable for the development of the businesses;
and
other conditions stipulated by laws, administrative regulations and the CIRC.
The name of an insurance intermediary service group must contain the words “Group” or “Holding.”
Its principal business must be equity investment, management and provision of supporting services. An
insurance intermediary service group company shall, submit a written report to the CIRC and its local
counterparts at the place of registration within five working days after the date of occurrence of the
following: (i) changing its registered name or address; (ii) changing its registered capital; (iii) changing its
equity structure by more than 5% or shareholders holding more than 5% of shares; (iv) changing its articles
of association; (v) establishing, acquiring, merging or closing its subsidiary; (vi) engaging in related party
transactions between member companies; (vii) disincorporating; (viii) significantly changing its business
scope; or (ix) making a major strategic investment, suffering a significant investment loss or experiencing
other material events or emergencies that affect or may affect the business management, financial status or
risk control of the group. Senior managers of an insurance intermediary service group company must meet
specific qualification requirements and appointment of the senior managers of an insurance intermediary
service group company is subject to review and approval by the CIRC.
Content Related to Insurance Industry in the Legal Documents of China’s Accession to the WTO
According to the Circular of the CIRC on Distributing the Content Related to Insurance Industry in
the Legal Documents of China’s Accession to the World Trade Organization, or WTO, for the life insurance
sector, within three years of China’s accession to the WTO on December 11, 2001, geographical restrictions
were to be lifted, equity joint venture companies allowed to provide health insurance, group insurance, and
pension/annuity services to Chinese citizens and foreign citizens, and for there to be no other restrictions
except those on the proportion of foreign investment (no more than 50%) and establishment conditions.
For the non-life insurance sector, within three years of China’s accession, the geographical restrictions
were to be lifted and no restrictions allowed other than establishment conditions. For the insurance
brokerage sector, within five years of China’s accession, the establishment of wholly foreign-funded
subsidiary companies was to be allowed, and no restriction other than establishment conditions and
restrictions on business scope.
Content Related to Insurance Industry in the Closer Economic Partnership Arrangements
Under CEPA Supplement IV signed in June and July 2007 and CEPA Supplement VIII signed in
December 2011, local insurance agencies in Hong Kong and Macao are allowed to set up wholly-owned
insurance agency companies and conduct insurance intermediary businesses in Guangdong Province
(including Shenzhen) on a pilot basis if they fulfill the following criteria:
The applicant must have operated an insurance brokerage businesses in Hong Kong and Macao
for over 10 years;
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The applicant's average annual revenue of insurance brokerage business for the past three years
before application must not be less than HKD500,000 and the total assets as at the end of the year
before application must not be less than HKD500,000;
Within three years before application, there has been no serious misconduct or record of
disciplinary action; and
The applicant must have set up a representative office in mainland China for over one year
Regulations on Internet Insurance
The principal regulation governing the operation of internet insurance business is the Measures for the
Supervision of the Internet Insurance Business, or the Measures, promulgated on December 7, 2020 and
effective on February 1, 2021, replacing the Interim Measures for the Supervision of the Internet Insurance
Business, or the Interim Measures, issued on July 22, 2015 and effective on October 1, 2015.
According to the Measures, the term of “internet insurance business” refers to the business of
concluding insurance contracts and providing insurance services by insurance institutions with internet
technologies. Insurance institutions refer to insurance companies and insurance intermediaries which
include insurance agents (except individual insurance agents), insurance brokerage firms and insurance
claims adjusting firms. Insurance agents (except individual insurance agents) refer to professional insurance
agencies, bancassurance-related ancillary insurance agencies and internet companies that have obtained
licenses for engaging in insurance agency business in accordance with applicable laws and regulations.
Non-insurance institutions are not allowed to conduct internet insurance business, including but not limited
to, providing insurance product consultancy services, providing insurance product comparison, price
quotation and price comparison services, designing insurance plans for the insureds and handling insurance
application formalities on behalf of the insureds and collecting premiums by proxy.
A self-operated internet platform refers to an internet platform established by insurance institutions
for conducting insurance business, by which insurance institutions can operate business independently and
have full access to the data on the platform. The internet insurance business of an insurance institution shall
be operated and managed by its headquarter with standardized and centralized business platform, business
procedures and management system.
To carry out internet insurance business, an insurance institution shall meet the following requirements,
among others: (i) making ICP filing in the case of operating a mobile application or website; (ii)
maintaining independent information management system and core business system to support its internet
insurance business operation; (iii) equipped with a comprehensive working mechanism for network
security monitoring, information alert, emergency management, and cybersecurity protection measures for
border protection, intrusion detection, data protection and disaster recovery; (vi) equipped with certified
Safety Level-III Computer Information System for a self-operated online platform that can facilitate
insurance sales and application and no lower than Safety level-II Computer Information System for self-
operated online platforms without insurance sales and application functions; (v) having designated
department and personnel for managing the internet insurance business; (vi) maintaining sound
management system and operating procedures; (vii) having a sound Internet insurance business
management system and operating rules; (viii) when an insurance company carries out Internet insurance
sales, it shall comply with the relevant regulations of the CBIRC on solvency, supervision and evaluation
of consumer rights and interests protection, etc.; (ix) professional insurance intermediaries shall be national
institutions, and their business areas shall not be limited to the provinces (autonomous regions,
municipalities directly under the Central Government, cities separately listed on the State plan) where the
head office's business license is registered, and comply with the relevant provisions of the CBIRC on the
classified supervision of insurance professional intermediary institutions; (x) other conditions prescribed
by the Bancassurance Regulatory Commission.
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Insurance institutions shall carefully evaluate their own risk management and control capacity and
customer service capacity, and rationally determine and choose insurance products and the scope of sales
activities suitable for internet operations.
Insurance institutions engaging in internet insurance business shall establish official website and set
up internet insurance column for information disclosure.
The Measures also specifies requirements on disclosure of information such as information regarding
insurance products sold on the internet, the qualification of the insurance institutions operating the internet
insurance business, contact methods for local support and compliant provides guidelines for the operations
of the insurance institutions that engage in internet insurance business.
Regulations on Foreign Exchange
Foreign Currency Exchange
Foreign exchange regulation in China is primarily governed by the following rules:
Foreign Currency Administration Rules (1996), as amended pursuant to the Decision on Revising
the Foreign Currency Administration Rules promulgated by the State Council on January 14,
1997 and the Foreign Currency Administration Rules promulgated by the State Council on
August 5, 2008; and
Administration Rules of the Settlement, Sale and Payment of Foreign Exchange.
Under the Foreign Currency Administration Rules, the RMB is convertible for current account items,
including the distribution of dividends, interest payments, trade and service-related foreign exchange
transactions. Conversion of RMB for capital account items, such as direct investment, loan, security
investment and repatriation of investment, however, is still subject to the approval of the SAFE.
Under the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange, foreign-
invested enterprises may only buy, sell or remit foreign currencies at those banks authorized to conduct
foreign exchange business after providing valid commercial documents and, in the case of capital account
item transactions, obtaining approval from the SAFE. Capital investments by foreign-invested enterprises
outside of China are also subject to limitations, which include approvals by the Ministry of Commerce, the
SAFE and the State Development and Reform Commission.
Foreign Exchange Registration of Offshore Investment by PRC Residents
Pursuant to the SAFE Circular 37, issued on July 4, 2014, prior to making contribution to a SPC with
legitimate holdings of domestic or overseas assets or interests, a PRC resident (including PRC institutions
and resident individuals) shall apply to the relevant Foreign Exchange Bureau for foreign exchange
registration of overseas investment. A PRC resident who makes contribution with legitimate holdings of
domestic assets or interests shall apply for registration to the Foreign Exchange Bureau at its place of
registration or the Foreign Exchange Bureau at the locus of the assets or interests of the relevant PRC
enterprise. A PRC resident who makes contribution with legitimate holdings of overseas assets or interests
shall apply for registration to the Foreign Exchange Bureau at its place of registration or household register.
Where a registered overseas SPC experiences changes of its PRC resident individual shareholder, its name,
operating period or other basic information, or experiences changes of material matters, such as the increase
or reduction of contribution by the PRC resident individual, the transfer or replacement of equity, or merger
or division, the PRC resident shall promptly change the foreign exchange registration of overseas
investment with the Foreign Exchange Bureau concerned. Under SAFE Circular 37, failure to comply with
the registration procedures set forth above may result in the penalties, including imposition of restrictions
on a PRC subsidiary’s foreign exchange activities and its ability to distribute dividends to the SPV. See
“Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — PRC
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regulations relating to the establishment of offshore special purpose companies by PRC residents and
employee stock options granted by overseas-listed companies may increase our administrative burden,
restrict our overseas and cross-border investment activity, or otherwise adversely affect us. If our
shareholders who are PRC residents, or our PRC employees who are granted or exercise stock options, fail
to make any required registrations or filings under such regulations, we may be unable to distribute profits
and may become subject to liability under PRC laws and regulations, such as the Circular 19 promulgated
by SAFE in March, 2015. The Circular 19 is designed with the view to further deepening the reform of the
foreign exchange administration system, and better satisfying and facilitating the needs of foreign-invested
enterprises for business and fund operations. It states the management of the payment of the amount of
foreign exchanges settled shall be further standardized, and also the penalties of the foreign-invested
enterprises and banks that violates this notice in handling the settlement, use and other business of the
foreign exchange capitals of foreign-invested enterprises. The irregularities shall be investigated and
punished by foreign exchange bureaus pursuant to the Regulations of the People's Republic of China on
Foreign Exchange Administration and other relevant provisions.
SAFE Regulations on Employee Share Options
On December 25, 2006, the PBOC promulgated the “Measures for the Administration of Individual
Foreign Exchange,” and on January 5, 2007, the SAFE further promulgated the implementation rules on
those measures. Both became effective on February 1, 2007. According to the implementation rules, PRC
citizens who are granted shares or share options by a company listed on an overseas stock market according
to its employee share option or share incentive plan are required, through the PRC subsidiary of such
overseas listed company or any other qualified PRC agent, to register with the SAFE and to complete
certain other procedures related to the share option or other share incentive plan. Foreign exchange income
received from the sale of shares or dividends distributed by the overseas listed company may be remitted
into a foreign currency account of such PRC citizen or be exchanged into Renminbi. Our PRC citizen
employees who have been granted share options are subject to the Individual Foreign Exchange Rules.
On March 28, 2007, SAFE promulgated the Operating Rules for Administration of Foreign Exchange
in Domestic Individuals’ Participation in Employee Stock Ownership Plans and Stock Option plans of
Companies Listed Abroad, or the Operating Rules. Stock Option Rule. On February 15, 2012, SAFE
promulgated the No. 7 Notice, which supersedes the Stock Option Rule in its entirety and immediately
became effective upon circulation. According to the No. 7 Notice, domestic individuals, which include any
directors, supervisors, senior managerial personnel or other employees of a domestic company who are
Chinese citizens (including citizens of Hong Kong, Macao and Taiwan) or foreign individuals who
consecutively reside in the territory of PRC for one year, who participate in the same equity incentive plan
of an overseas listed company shall, through the domestic companies they serve, collectively entrust a
domestic agency to handle issues such as foreign exchange registration, account opening, funds transfer
and remittance, and entrust an overseas institution to handle issues such as exercise of options, purchasing
and sale of related stocks or equity, and funds transfer. Where a domestic agency needs to remit funds out
of China as required for individuals’ participation in an equity incentive plan, the domestic agency shall
apply with the local office of the SAFE for a foreign exchange payment quota on a yearly basis. A domestic
agency shall open a domestic special foreign exchange account in the bank. After repatriation of foreign
currency income earned by individuals from participation in an equity incentive plan, the domestic agency
shall request the bank to transfer the funds from its special foreign currency account to respective personal
foreign currency deposit accounts. In the case of any significant change to the equity incentive plan of a
company listed abroad (such as amendment to any major terms of the original plan, addition of a new plan,
or other changes to the original plan due to merger, acquisition or reorganization of the overseas listed
company or the domestic company or other major events), the domestic agency or the overseas trustee, the
domestic agency shall, within three months of the occurrence of such changes, go through procedures for
change of foreign exchange registration with the local office of the SAFE. The SAFE and its branches shall
supervise, administer and inspect foreign exchange operations related to individuals’ participation in equity
incentive plans of companies listed abroad, and may take regulatory measures and impose administrative
sanctions on individuals, domestic companies, domestic agencies and banks violating the provisions of the
No. 7 Notice.
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We and our employees who have been granted applicable equity awards shall be subject to the No. 7
Notice. If we fail to comply with the No. 7 Notice, we and/or our employees who are subject to the No. 7
Notice may face sanctions imposed by foreign exchange authority or any other PRC government authorities.
Regulations on Dividend Distribution
Before January 1, 2020, the principal regulations governing dividend distributions of wholly foreign-
owned companies include:
Wholly Foreign-Owned Enterprise Law (1986), as amended pursuant to the Decision of the
Standing Committee of the National People's Congress on Revising the Wholly Foreign-Owned
Enterprise Law promulgated on October 31, 2000 and The Decision of the Standing Committee
of the National People's Congress on Revising the "Law of the People's Republic of China on
Foreign-invested Enterprises" which promulgated on September 3,2016 and took effect on
October 1, 2016; and
Wholly Foreign-Owned Enterprise Law Implementing Rules (1990), as amended pursuant to the
Decision of the State Council on Amending the Rules for the Implementation of the Law on
Foreign-Owned Enterprises promulgated by the State Council on April 12, 2001 and the Decision
of the State Council on Amending the Rules for the Implementation of the Law of the People's
Republic of China on Foreign-capital Enterprises which took effect as of the promulgation date
of March 1, 2014.
Under these regulations, wholly foreign-owned companies in the PRC may pay dividends only out of
their accumulated profits as determined in accordance with PRC accounting standards. In addition, these
wholly foreign-owned companies are required to set aside at least 10% of their respective accumulated
profits each year, if any, to fund certain reserve funds, until the accumulative amount of such fund reaches
50% of its registered capital. These reserve funds are not distributable as cash dividends.
With the Foreign Investment Law becoming effective on January 1, 2020, the Sino-foreign Equity
Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly
Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations are no
longer applicable. The Foreign Investment Law and its implementation rule, named as Implementing
Regulations of the Foreign Investment Law of the People's Republic of China, or the Implementing
Regulations, does not specify the rules of dividend distribution of wholly foreign-owned companies,
however, article 31 of the Foreign Investment Law states that the organizational form, organizational
structure and their activities of a foreign-invested enterprise shall be governed by the provisions of the PRC
Company Law, PRC Partnership Enterprise Law and other relevant laws, article 46 of the Implementing
Regulations states that after the organizational forms, organizational structures, etc. of existing Foreign-
invested Enterprises have been adjusted pursuant to the law, existing parties to Sino-foreign equity or
cooperative joint ventures may continue to handle relevant matters according to the method of equity or
interest transfer, the method of income distribution, the method of surplus assets distribution, etc. agreed
in the relevant contracts. Therefore, relevant PRC laws such as PRC Company Law may apply to the
dividend distribution of Foreign-owned companies, and the methods of dividend distribution stated in the
current articles of association of the foreign-owned companies may still be applicable.
Regulation on Overseas Listing
On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce, the State
Assets Supervision and Administration Commission, the State Administration for Taxation, the State
Administration for Industry and Commerce, the CSRC and the SAFE, jointly adopted the Provisions on
Foreign Investors' Merger with and Acquisition of Domestic Enterprises, or the Order No. 10 (2006) which
became effective on September 8, 2006 and was amended on June 22, 2009. The Order No. 10 (2006)
purports, among other things, to require offshore SPVs, formed for overseas listing purposes and controlled
by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their
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securities on an overseas stock exchange. On September 21, 2006, the CSRC published a notice on its
official website specifying documents and materials required to be submitted to it by SPVs seeking CSRC
approval of their overseas listings.
At the time of our initial public offering in October 2007, while the application of the M&A Rule
remained unclear, our then PRC counsel at the time, Commerce & Finance Law Offices, had advised us
that, based on their understanding of the then PRC laws and regulations as well as the procedures announced
on September 21, 2006:
the CSRC had jurisdiction over our initial public offering;
the CSRC had not issued any definitive rule or interpretation concerning whether offerings like
our initial public offering are subject to the M&A Rule; and
despite the above, given that we had completed our inbound investment before September 8, 2006,
the effective date of the M&A Rule, an application was not required under the M&A Rule to be
submitted to the CSRC for its approval of the listing and trading of our ADSs on the Nasdaq
Global Market, unless we are clearly required to do so by subsequent rules of the CSRC.
See "Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China" —
The approval of the China Securities Regulatory Commission, or the CSRC, may have been required in
connection with our initial public offering in October 2007 under a PRC regulation adopted in August 2006.
Based on the advice of our PRC counsel, we did not seek CSRC’s approval for our initial public offering.
Any requirement to obtain prior CSRC approval and a failure to obtain this approval, if required, could
have a material adverse effect on our business, operating results, reputation and trading price of our ADSs.
Regulations on Tax
PRC Enterprise Income Tax
The PRC EIT is calculated based on the taxable income determined under the PRC accounting
standards and regulations, as well as the EIT law. On March 16, 2007, the National People’s Congress of
China enacted the EIT Law, a new EIT law which became effective on January 1, 2008, which was
subsequently amended on March 16, 2007, February 24, 2017 and December 29, 2018. On December 6,
2007, the State Council promulgated the Implementation Rules which also became effective on January 1,
2008. On December 26, 2007, the State Council issued the Notice on Implementation of Enterprise Income
Tax Transition Preferential Policy under the EIT Law, or the Transition Preferential Policy Circular, which
became effective simultaneously with the EIT Law. The EIT Law imposes a uniform EIT rate of 25% on
all domestic enterprises and foreign-invested enterprises unless they qualify under certain exceptions.
Under the EIT Law, as further clarified by the Implementation Rules, the Transition Preferential Policy
Circular and other related regulations, enterprises that were established and already enjoyed preferential
tax treatments before March 16, 2007 will continue to enjoy them in the following manners: (i) in the case
of preferential tax rates, for a five-year period starting from January 1, 2008, during which the tax rate will
gradually increase to 25%; or (ii) in the case of preferential tax exemption or reduction for a specified term,
until the expiration of such term. However, if such an enterprise has not enjoyed the preferential treatments
yet because of its failure to make a profit, its term for preferential treatment will be deemed to start from
2008. See “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China —
The PRC Enterprise Income Tax Law may increase the enterprise income tax rate applicable to some of
our PRC subsidiaries which could have a material adverse effect on our result of operations.”
Under the New Income Tax law, enterprises are classified as either resident or non-resident. A resident
enterprise refers to one that is incorporated under the PRC law or under the law of a jurisdiction outside
the PRC with its "de facto management organization" located within the PRC. Non-resident enterprise
refers to one that is incorporated under the law of a jurisdiction outside the PRC with its "de facto
management organization" located also outside the PRC, but which has either set up institutions or
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establishments in the PRC or has income originating from the PRC without setting up any institution or
establishment in the PRC. Under the New Enterprise Income Tax, Implementation Regulation, or the New
EIT Implementation Regulations, "de facto management organization" is defined as the organization of an
enterprise through which substantial and comprehensive management and control over the business,
operations, personnel, accounting and properties of the enterprise are exercised. Under the New Income
Tax Law and the New EIT Implementation Regulation, a resident enterprise’s global net income will be
subject to a 25% EIT rate. On April 22, 2009, the State Administration of Taxation, or the SAT, issued
SAT Circular 82, which provides certain specific criteria for determining whether the "de facto
management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. In
addition, the SAT issued a bulletin on July 27, 2011 providing more guidance on the implementation of
Circular 82 and clarifies matters such as resident status determination. Due to the present uncertainties
resulting from the limited PRC tax guidance on this issue and because substantially all of our operations
and all of our senior management are located within China, we may be considered a PRC resident enterprise
for EIT purposes, in which case: (i) we would be subject to the PRC EIT at the rate of 25% on our worldwide
income; and (ii) dividends income received by us from our PRC subsidiaries, however, would be exempt
from the PRC withholding tax since such income is exempted under the EIT Law for a PRC resident
enterprise recipient. See “Item 3. Key Information — D.Risk Factors — Risks Related to Doing Business
in China — Our global income or the dividends we receive from our PRC subsidiaries may be subject to
PRC tax under the EIT Law, which could have a material adverse effect on our results of operations.”
PRC Business Tax and VAT
Taxpayers providing taxable services in China are required to pay a business tax at a normal tax rate
of 5% of their revenues, unless otherwise provided. According to the Announcement on the VAT Reform
Pilot Program of the Transportation and Selected Modern Service Sectors issued by the State Tax Bureau
in July 2012, the transportation and some selected modern service sectors, including research and
development and technical services, information technology services, cultural creative services, logistics
support services, tangible personal property leasing services, and assurance and consulting service sectors,
should pay value-added tax instead of business tax based on a predetermined timetable (hereinafter referred
to as the “VAT Reform”), effective September 1, 2012 for entities in Beijing and November 1, 2012 for
entities in Guangdong. The VAT Reform expanded nation-wide from August 1, 2013.
In March 2016, during the fourth session of the 12th National People’s Congress, it was announced
that the VAT reform will be fully rolled out and extended to all industries including construction, real estate,
financial services and lifestyle services. Subsequently, the SAT and Ministry of Finance jointly issued a
Notice on Preparing for the Full Implementation of the VAT Reform (Cai Shui [2016] No. 36). Accordingly,
we started to pay value-added tax instead of business tax from May 1, 2016.
Dividend Withholding Tax
Under the PRC tax laws effective prior to January 1, 2008, dividends paid to foreign investors by
foreign-invested enterprises are exempt from PRC withholding tax. Pursuant to the EIT Law and the
Implementation Rules, dividends generated after January 1, 2008 and distributed to us by our PRC
subsidiaries through our BVI subsidiary are subject to a 10% withholding tax, provided that we are
determined by the relevant PRC tax authorities to be a “non-resident enterprise” under the EIT Law.
Pursuant to the Double Taxation Arrangement, which became effective on January 1, 2007, which was
subsequently amended on January 30, 2008, May 27, 2010, April 1, 2015 and July 19, 2019, dividends
from our PRC subsidiaries paid to us through our Hong Kong wholly-owned subsidiary CNinsure Holdings
Ltd. are subject to a withholding tax at a rate of 5%. However, as described above, we may be considered
a PRC resident enterprise for EIT purposes, in which case dividends received by us from our PRC
subsidiary would be exempt from the PRC withholding tax because such income is exempted under the
EIT Law for a PRC resident enterprise recipient. In July 2018, CNinsure Holdings Ltd. was determined by
Hong Kong Taxation Bureau to be a Hong Kong resident enterprise and completed the application and
filing process for enjoying the tax treaty in PRC Taxation Bureau therefore we have applied 5% withholding
tax rate for the dividends paid by our PRC subsidiaries since then. As there remains uncertainty regarding
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the interpretation and implementation of the EIT Law and the Implementation Rules, it is uncertain whether
any dividends to be distributed by us, if we are deemed a PRC resident enterprise, to our non-PRC
shareholders and ADS holders would be subject to any PRC withholding tax. See “Item 3. Key Information
— D. Risk Factors — Risks Related to Doing Business in China — Under the EIT Law, dividends payable
by us and gains on the disposition of our shares or ADSs could be subject to PRC taxation.”
C. Organizational Structure
Corporate Structure
Historically, PRC laws and regulations restricted foreign investment in and ownership of insurance
intermediary companies and internet companies. In October 2011, we commenced a restructuring of our
company. Through a series of equity transfers, we had obtained direct controlling equity ownership in all
of our insurance intermediary companies and our online operations by May 2016. Accordingly, from
December 2005 to May 2016, we conducted all or part of our business in China through contractual
arrangements among our PRC subsidiaries, then-existing consolidated affiliated entities and their
shareholders. We relied on contractual arrangements to control and receive economic benefits from our
then-existing consolidated affiliated entities, which became our wholly-owned subsidiaries in 2016. The
contractual arrangements were terminated between January 2015 and May 2016.
In October 2015, we, through our wholly-owned subsidiary Meidiya Investment Co., Ltd., or Meidya
Investment, entered into act-in-concert agreements with 5 equity interest holders of Fanhua Insurance
Surveyors & Loss Adjustors Company Limited, or FHISLA and controls 69.0% of voting interests in
aggregate. The act-in-concert agreements were effective from October 26, 2015 and will remain effective
for as long as FHISLA is in operation, until and only when all contracting parties agree to cease the
agreement. Per the act-in-concert agreements, all the disagreements will ultimately be determined by
Meidiya Investment, the shareholder of the highest shareholding amongst the act-in-concert group in
FHISLA. Accordingly, we control 69.0% of voting rights in aggregate, which exceeds the 2/3 of the voting
requirement to pass all resolutions in shareholder meetings of FHISLA.
We currently conduct our insurance agency and claims adjusting business in China primarily through
our wholly-owned subsidiary Fanhua Insurance Sales Service Group Company Limited, or FISSG, and its
subsidiaries. As of March 31, 2021, we, through FISSG, have a controlling equity ownership in two
insurance sales services companies with national operating licenses, 7 regional insurance agencies, and
three insurance claims adjusting firms. We also own 18.5%% equity interest of CNFinance, 4.5% equity
interest of Puyi Inc. and 14.9% equity interest of one online claim adjusting service company.
FISSG and its direct and indirect subsidiaries hold the licenses and permits necessary to conduct our
insurance intermediary business and internet insurance distribution business in China.
The following diagram illustrates our corporate structure, including our principal subsidiaries, as of
March 31, 2021:
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The diagram above omits the names of subsidiaries that are immaterial individually and in the
aggregate. For a complete list of our subsidiaries as of March 31, 2021, see Exhibit 8.1 to this annual report.
For the insurance agency business, we have obtained direct controlling voting rights in all of our
insurance intermediary companies and our online operations and terminated all of the contractual
arrangements. For the claims adjusting business, we control 69.0% of voting interests of FHISLA in
aggregate per the act-in-concert agreements, which has exceeded the 2/3 of the voting requirement to pass
all resolutions in shareholder meetings of FHISLA. In the opinion of Global Law Office, our PRC legal
counsel, both the direct and indirect controlling equity ownership structures of our subsidiaries in China
have complied with all existing PRC laws and regulations and the business operations of our PRC
subsidiaries comply in all material respects with existing PRC laws and regulations.
We have been advised by our PRC legal counsel, however, that there are uncertainties regarding the
interpretation and application of PRC laws and regulations. Accordingly, the PRC regulatory authorities
may in the future take a view that is contrary to the above opinion of our PRC legal counsel. We have been
further advised by our PRC counsel that if the PRC government finds that the structure for operating our
online operations does not comply with PRC government restrictions on foreign investment in the internet
industry, we could be subject to severe penalties including being prohibited from continuing operations.
See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — If the
PRC government finds that the structure for operating part of our China business does not comply with
applicable PRC laws and regulations, we could be subject to severe penalties” and “Item 3. Key Information
— D. Risk Factors — Risks Related to Doing Business in China — Uncertainties with respect to the PRC
legal system could adversely affect us.” To date we have not encountered any interference or encumbrance
from the PRC government on account of operating our business through these agreements.
D. Property, Plants and Equipment
Our headquarters are located in Guangzhou, China, where we leased approximately 2,669 square
meters of office space as of December 31, 2020. Office space leased by our subsidiaries and consolidated
affiliated entities, including certain space used and paid by sales teams, was approximately 183,192 square
meters as of December 31, 2020. In 2020, our total rental expenses were RMB106.6 million (US$16.3
million).
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
The following discussion and analysis of our financial condition and results of operations should be
read in conjunction with our consolidated financial statements and the related notes included in this annual
report. This discussion and analysis contains forward-looking statements based upon current expectations
that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these
forward-looking statements as a result of various factors, including those set forth under “Item 3. Key
Information — D. Risk Factors” or in other parts of this annual report. For discussion of 2018 items and
year-over-year comparisons between 2019 and 2018 that are not included in this annual report on Form 20-
F, refer to “Item 5. – Operating and Financial Review and Prospects” found in our Form 20-F for the year
ended December 31, 2019, that was filed with the Securities and Exchange Commission on April 29, 2020.
A. Operating Results
Factors Affecting Our Results of Operations
As an insurance intermediary in China, our financial condition and results of operations are affected
by a variety of factors, including:
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business relationship with important insurance company partners;
total premium payments to Chinese insurance companies;
the extent to which insurance companies in the PRC outsource the distribution of their products
and claims adjusting functions;
premium rate levels and commission and fee rates;
the size and productivity of our sales force;
commission rates for individual sales agents;
product and service mix;
share-based compensation expenses;
seasonality; and
Impact on our business and financial results due to the COVID-19 pandemic;
Business Relationship with Important Insurance Company Partners
We derive significant revenue from our important insurance company partners. Among the top five of
our insurance company partners, each of Huaxia, Aeon, Sinatay and Evergrande accounted for more than
10% of our total net revenues from continuing operations individually in 2020, with Huaxia accounting for
18.6%, Aeon accounting for 17.1%, Sinatay accounting for 15.4% and Evergrande accounting for 10.4%.
As a result, any significant changes to our business relationship with the important insurance company
partners could have a material impact on our revenue and profit.
Total Premium Payments to Chinese Insurance Companies
The Chinese insurance industry has grown substantially in the past decade. Between 2010 and 2020,
total insurance premiums increased from RMB1.5 trillion to RMB4.5 trillion, representing a compound
annual growth rate, or CAGR, of 12.0%, according to the CBIRC. Although the growth has slowed down
significantly in 2020 due to the impact from COVID-19, among others, we believe that certain
macroeconomic and demographic factors, such as increasing per capita GDP, and an aging population and
people’s increasing awareness for insurance protection, have contributed to and will continue to drive the
growth of the Chinese insurance industry in the long term.
We derive our revenue primarily from commissions and fees paid by insurance companies, typically
calculated as a percentage of premiums paid by our customers to the insurance companies. Accordingly,
industry-wide premium growth will have a positive impact on us. Any downturn in the Chinese insurance
industry, whether caused by a general slowdown of the PRC economy or otherwise, may adversely affect
our financial condition and results of operations.
The Extent to Which Insurance Companies in the PRC Outsource the Distribution of their Products and
Claims Adjusting Functions
Historically, insurance companies in the PRC have relied primarily on their exclusive individual sales
agents and direct sales force to sell their products. However, in recent years, as a result of increased
competition, consumers' demand for more choices and regulatory focus on long term protection-oriented
life insurance products, more and more insurance companies gradually expanded their distribution channels
to include insurance intermediaries such as commercial banks, postal offices, professional insurance
agencies and professional insurance brokerages. In addition, because of the increasingly high cost for
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establishing and maintaining distribution networks of their own, more and more medium-size insurance
companies have chosen to rely primarily on insurance intermediaries to distribute their products while they
focus on other aspects of their business.
As insurance companies in the PRC become more accustomed to outsourcing the distribution of their
products to insurance intermediaries, they may allow insurance intermediaries to distribute a wider variety
of insurance products and may provide more monetary incentives to more productive and effective
insurance intermediaries. These and other similar measures designed to boost sales through insurance
intermediaries can have a positive impact on our financial condition and results of operations. Similarly, as
competition intensifies and the insurance market becomes more mature in China, we expect that more
insurance companies will choose to outsource claims adjusting functions to professional service providers
such as our affiliated claims adjusting firms while they focus on the core aspects of their business, including
product development and asset and risk management.
Premium Rate Levels and Commission and Fee Rates
Because the commissions and fees we receive from insurance companies for the distribution of
insurance products are generally calculated as a percentage of premiums paid by our customers to the
insurance companies, our revenue and results of operations are affected by premium rate levels and
commission and fee rates. Premium rate levels and commission and fee rates can change based on the
prevailing economic conditions, competitive and regulatory landscape, and other factors that affect
insurance companies. These other factors include the ability of insurance companies to place new business,
underwriting and non-underwriting profits of insurance companies, consumer demand for insurance
products, the availability of comparable products from other insurance companies at a lower cost, and the
tax deductibility of commissions and fees. In general, we can negotiate for better rates as an incentive for
generating a larger volume of business.
Since China’s entry into the WTO in December 2001, competition among insurance companies has
intensified as a result of a significant increase in the number of insurance companies and the existing
insurance companies’ expansion into new geographic markets. This competition has led to a gradual
increase in the commission and fee rates offered to insurance intermediaries, and such increase has had a
positive impact on our results of operations.
The Size and Productivity of Our Sales Force
As a distributor of insurance products, we generate revenue primarily through our sales force who are
individual sales agents in our distribution and service network. Some entrepreneurial management staff or
senior sales agents of major insurance companies in China have chosen to leave their employers or
principals and become independent agents. We refer to these independent agents as “entrepreneurial agents.”
An entrepreneurial agent is usually able to assemble and lead a team of sales agents. We have been actively
recruiting and will continue to recruit entrepreneurial agents to join our distribution and service network as
our sales agents. Entrepreneurial agents have been instrumental to the development of our life insurance
business. The size of our sales force and its productivity, as measured by the average number of insurance
products sold per performing sales agent who refer to a sales agent who has sold at least one insurance
policy, the average premium per product sold and the average premiums generated per performing sales
agent during any specified period, directly affect our revenue and results of operations. In recent years, as
the result of our efforts to streamline our sales force with more focus on better performing sales agents as
well as the adverse impact of the COVID-19 on the sales activities of our sales agents, the size of our sales
force has decreased substantially which had adversely affected our financial results. However, in late 2020,
we have embarked on a series of strategic initiatives to professionalize our sales force which we expect to
bring positive results on the number of our performing agents and their productivity and as a result have
positive impact on our financial performance.
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Commission Rates for Individual Sales Agents
A large component of our operating costs is commissions paid to our individual sales agents. In order
to retain sales agents, we must pay commissions at a level comparable to the commissions paid by our
competitors. Intensified competition for productive sales agents within the Chinese insurance industry and
rising salaries in China may lead to a significant increase in commission rates which could have a negative
impact on our results of operations.
Product and Service Mix
We began distributing auto insurance products in 1999, expanded our product offerings to other
property and casualty insurance products in 2002, and started distributing long term individual life and
health insurance products in 2006, primarily to individual customers. We further broadened our service
offering to cover insurance claims adjusting services in 2008. In 2010, we started to offer insurance
brokerage services for commercial line insurance to corporate clients and reinsurance brokerage services,
which were subsequently disposed of in November 2017.
Insurance Agency Segment
Our largest segment by revenue, the insurance agency segment, provides a broad range of life and
health and property and casualty insurance products to individual customers.
Most individual life and health insurance policies we distribute require periodic payment of premiums,
typically annually, during a pre-determined payment period, generally ranging from 5 to 25 years. For each
of such policy that we distribute, insurance companies will pay us a first-year commission and fee based
on a percentage of the first-year premiums, and subsequent commissions and fees based on smaller
percentages of the renewal premiums paid by the insured throughout the renewal term of the policy.
Therefore, once we distribute a life and health insurance policy with a periodic payment schedule, it can
bring us a steady flow of commission and fee revenue throughout the renewal term as long as the insured
fulfills his or her premium payment commitment and continuously renews the policy.
Because of the recurring nature of commissions derived from long term life and health insurance
business, and the higher gross margin of our life insurance business than that of our property and casualty
insurance business, we intend to focus our efforts on distributing more long term life and health insurance
products, which we believe will have a positive impact on our revenue and gross margin in the long term.
The property and casualty insurance policies we distribute primarily consist of individual accident
insurance, indemnity medical insurance, travel insurance, and homeowner insurance we distribute through
Baoxian.com. Because the insurance products that we distribute through Baoxian.com are mostly
underwritten by property and casualty insurance companies, we classify them as property and casualty
insurance products. These property and casualty insurance policies we distribute are typically for a one-
year term, with a single premium payable at the beginning of the term. As a result, the insured has to
purchase new policies through us every year. Accordingly, we receive a single commission or fee for each
property and casualty policy we distribute.
Claims Adjusting Segment
The fees we receive for our claims adjusting services are calculated based on the types of insurance
products involved. For services provided in connection with property and casualty insurance (other than
marine cargo insurance and automobile insurance), our fees are calculated as a percentage of the recovered
amount from insurance companies plus travel expenses. For services provided in connection with marine
cargo insurance, our fees are charged primarily on an hourly basis and, in some cases, as a percentage of
the amount recovered from insurance companies. For services provided in connection with auto insurance,
individual accident insurance and health insurance, our fees are generally fixed and the amounts collected
are based on the types of services provided. In some cases, our fees are charged based on the number of
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claims adjustors involved in providing the services. We pay our in-house claims adjustors a base salary
plus a commission calculated based on a small percentage of the service fees we receive from insurance
companies or the insured. The claims adjusting business has become and likely will continue to be a steady
source of our net revenues. The operating margin of our claims adjusting segment are generally lower than
those of our insurance agency segment although its gross margin is relatively higher. We expect that
revenues from our claims adjusting business as a percentage of our total net revenues to remain stable over
the next few years.
Share- based Compensation Expenses
Our historical results of operations have been affected by the share-based compensation expenses
incurred. In 2019 and 2020, we incurred share-based compensation expenses of RMB0.4 million and
negative RMB0.4 million, respectively. See “Item 5. Operating and Financial Review and Prospects — A.
Operating Results — Key Performance Indicators — Operating Costs and Expenses — Share-based
Compensation Expenses” for a more detailed discussion of our historical share-based compensation
expenses. In order to attract and retain the best personnel for positions of substantial responsibility, provide
additional incentive to employees, directors and consultants and promote the success of our business, we
adopted a share incentive plan in October 2007. Under our 2007 Share Incentive Plan, as amended and
restated in December 2008, we issued an aggregate number of 136,874,658 ordinary shares which equaled
to 15% of our total number of shares outstanding immediately after the closing of our initial public offering,
to cover awards granted under the plan. See “Item 6. Directors, Senior Management and Employees — B.
Compensation — Share Incentives — 2007 Share Incentive Plan.” All of the share-based compensation
expenses related to the options granted under the 2007 Share Incentive Plan have been amortized as of
December 31, 2016. On June 14, 2018, we announced the 521 Plan, which enabled the Participants,
consisting of certain key employees and independent sales agent team leaders, to invest in the Company by
purchasing a total of 280,000,000 ordinary shares of the Company, representing 14 million of the
Company’s ADSs at the subscription price of US$27.38 per ADS. Accordingly, we recognized share-based
compensation expenses in 2019. In the third quarter of 2020, we concluded that the stock options related
to the 521 Plan were not probable to be vested because the performance target was not probable to be met.
Accordingly, RMB0.4 million of cumulative cost recognized in prior periods was reversed. In December
2020, we canceled the 521 Plan without any replacement awards. Therefore, we do not expect share-based
compensation expenses to be a significant component of our operation expenses in the near future.
Seasonality
Our quarterly results of operations are affected by seasonal variations caused by business mix,
insurance companies’ business practices and consumer demand. For life insurance business, much of the
jumpstart sales activities of life insurance companies occur during the first quarter of a year, while business
activities slow down in the fourth quarter of a year as life insurance companies focus on the preparation for
the jumpstart sales season of the coming year by preparing to launch new products, making marketing plans
and organizing training. During the jumpstart sales season, life insurance companies will offer incentives
that are more attractive to insurance intermediaries and sales agents to boost sales. Accordingly, our
commission and fee revenue derived from life insurance business is generally the highest in the first quarter
of a year and the lowest in the fourth quarter of a year. For property and casualty insurance products that
we distribute on Baoxian.com, there was no obvious seasonal fluctuation.
Impact on our business and financial results due to the COVID-19 pandemic
In December 2019, COVID-19 was first detected in China and then in other countries. The outbreak
has caused wide-ranging economic disruption in China cross various industries. As of March 31, 2021, the
COVID-19 coronavirus outbreak in China has been under control and businesses in China have gradually
resumed normal business activities since May 2020.
For fiscal year 2020, our business was negatively impacted due to the COVID-19 pandemic,
particularly in the first half of 2020, primarily because (i) the sales activities of our sales agents have been
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largely hindered due to the difficulty to interact with prospective customers face-to-face as result of the
social distancing measures imposed to contain the spread of the COVID-19 in the first half of 2020; (ii)
recruitment of agents slowed down due to the suspension of large-scale offline agent recruitment seminars
until May 2020 and increased competition for agents in the insurance industry amid the challenging
business environment; (iii) our plan to establish new branches in selected major cities were put on hold;
and (iv) the epidemic has accelerated the trend of the young generation turning to the internet for insurance
information search and purchase of short-term medical insurance products.
As a result, our net revenues decreased by 11.8% from RMB3.7 billion in 2019 to RMB3.3 billion.
In addition, the business operation of our non-consolidated affiliated investees has also been adversely
impacted by the COVID-19 outbreak which had affected the fair value of our investment in affiliates.
Key Performance Indicators
As of December 31, 2019 and 2020, we operated two segments: (1) the insurance agency segment,
which mainly consists of providing agency services for distributing life insurance products and P&C
insurance products on behalf of insurance companies, and (2) the claims adjusting segment, which consists
of providing pre-underwriting survey services, claim adjusting services, disposal of residual value services,
loading and unloading supervision services, and consulting services.
Operating segments are defined as components of an enterprise about which separate financial
information is available and evaluated regularly by our chief operating decision maker in deciding how to
allocate resources and in assessing performance.
Net Revenues
Our revenues are net of PRC taxe surcharges and value-added tax incurred. In 2019 and 2020, we
generated net revenues of RMB3.7 billion and RMB3.3 billion (US$500.9 million), respectively. We derive
net revenues from the following sources:
Insurance agency segment: commissions paid by insurance companies for the distribution of (i)
life and health insurance products, and (ii) commoditized property and casualty products sold
through Baoxian.com, which accounted for 90.0% and RMB86.7% of our net revenues for 2019
and 2020, respectively;
Claims adjusting segment: commissions and fees primarily paid by the insurance companies for
the provision of claims adjusting services, which accounted for 10.0% and 13.3% of our net
revenues for 2019 and 2020, respectively;
The following table sets forth our total net revenues earned from each of our reporting segments both
in absolute amounts and as percentages of total net revenues, for the periods indicated:
Agency............................................................
Life insurance business ............................
P&C insurance business ...........................
Claims adjusting ............................................
Total net revenues .......................................
Year Ended December 31,
2019
RMB
%
RMB
2020
US$
%
(in thousands except percentages)
3,335,397
3,193,625
141,772
370,606
90.0
86.2
3.8
10.0
3,706,003
100.0
2,834,997
2,703,584
131,413
433,148
3,268,145
434,482
414,342
20,140
66,383
500,865
86.7
82.7
4.0
13.3
100.0
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Insurance agency segment primarily covers distribution of life and health insurance products and
property and casualty insurance products to individuals. Net revenues from the insurance agency segment
decreased from 2019 to 2020 in both absolute amount and as a percentage of our total net revenues.
Net revenues generated from distribution of long term life and health insurance products have become
our primary source of revenue. We began distributing individual life and health insurance products in 2006.
Net revenues generated from distribution of life and health insurance products decreased from 2019 to 2020,
both in absolute amounts and as a percentage of our net revenues primarily due to the impact of COVID-
19. We expect our life insurance business to grow and bring in significant revenue that will continue to
represent a high percentage of our total net revenues in the next several years. We believe this growth will
be driven by a number of factors including stronger demand for traditional life and health insurance
products as a result of the aging population and the Chinese consumers’ increasing awareness of the benefits
of insurance.
Net revenues generated from distribution of property and casualty insurance products decreased from
2019 to 2020 in absolute amounts of our net revenues, primarily due to lower demand for travel and
accident insurance products as travel activities were significantly adversely affected by COVID-19
pandemic. We expect our net revenues to be derived from distribution of property and casualty insurance
products to remain stable in 2021.
We began providing claims adjusting services in 2008. Net revenues from our claims adjusting
segment increased from 2019 to 2020, reflecting our increased efforts to expand individual medical and
health insurance-related claims adjusting services. We expect that net revenues from claims adjusting
services as a percentage of our total net revenues will be stable in the next few years.
The commissions and fees we receive from the distribution of insurance products are based on a
percentage of the premiums paid by the insured. Commission and fee rates generally depend on the type of
insurance products, the particular insurance company and the region in which the insurance products are
sold. We typically receive payment of the commissions and fees from insurance companies for insurance
products on a monthly basis. Some of the fees are paid to us annually or semi-annually in the form of
additional performance bonuses after we achieve specified premium volume or policy renewal goals as
agreed upon between the insurance companies and us.
We are compensated primarily by insurance companies for our claims adjusting services. The fees we
receive for our claims adjusting services depend on the types of insurance products involved. For services
provided in connection with marine cargo insurance, our fees are charged primarily on an hourly basis and,
in some cases, as a percentage of the amount recovered from insurance companies. For claims adjusting
services related to auto insurance, individual accident insurance and health insurance, our fees are generally
fixed on a per claim basis, or in some cases, on a per head basis. These fees are typically paid to us on a
quarterly basis. For services provided in connection with other property and casualty insurance, our fees
are calculated as a percentage of the recovered amount from insurance companies plus travel expenses. We
typically receive payment for these fees on a semi-annual or annual basis.
Operating Costs and Expenses
Our operating costs and expenses consist of costs incurred in connection with the distribution of
insurance products and the provision of claims adjusting services, selling expenses and general and
administrative expenses. The following table sets forth the components of our operating costs and expenses,
both in absolute amounts and as percentages of our net revenues, for the periods indicated.
Year Ended December 31,
2019
RMB
%
RMB
2020
US$
%
Total net revenues .......................................
3,706,003
(in thousands except percentages)
100.0
3,268,145
500,865
100.0
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Operating costs .............................................
Selling expenses ............................................
General and administrative expenses ..........
Total operating costs and expenses ..........
(2,483,448)
(278,085)
(475,107)
(3,236,640)
(67.0)
(7.5)
(12.8)
(87.3)
(2,213,865)
(288,460)
(463,634)
(2,965,959)
(339,290)
(44,208)
(71,055)
(454,553)
(67.7)
(8.8)
(14.2)
(90.7)
Operating Costs
We incur costs primarily in connection with the distributions of insurance products and the provision
of claims adjusting services. Our operating costs decreased from 2019 to 2020, which was in line with the
decrease in revenue during the same period. We rely mainly on individual sales agents and to a much lesser
degree, on Baoxian.com for the distributions of insurance products. For claims adjusting services, we rely
mainly on our in-house claims adjustors and non-affiliated claims adjustors through Chetong.net. Operating
costs incurred as a percentage of net revenues increased from 2019 to 2020, primarily due to the slower
growth of our renewal life insurance business and the decrease in volume-based commission from new life
insurance business. We anticipate that our operating costs as a percentage of our total net revenues to
remain stable.
Selling Expenses
Our selling expenses primarily consist of:
salaries and employment benefits for employees who work in back office below the provincial
management level;
office rental, telecommunications and office supply expenses incurred in connection with sales
activities; and
advertising and marketing expenses.
We expect that our selling expenses will increase as we will establish new offices and enhance
trainings as part of our efforts to establish a professional sales force in major cities. As we grow in size,
we also intend to spend more on marketing and advertising to enhance our brand recognition and promote
our online platforms. Selling expenses in 2020 remained stable as compared to 2019.
General and Administrative Expenses
Our general and administrative expenses principally comprise:
salaries and benefits for our administrative staff;
share-based compensation expenses for managerial and administrative staff;
research and development expenses in relation to our mobile and online programs;
professional fees paid for valuation, market research, legal and auditing services;
bad debt expenses for doubtful receivables;
compliance-related expenses, including expenses for professional services;
depreciations and amortizations;
office rental expenses;
travel and telecommunications expenses;
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entertainment expenses;
office supply expenses for our administrative staff; and
foreign exchange loss.
We expect that our general and administrative expenses will increase as we hire additional
administrative personnel, pay higher labor costs and incur additional costs in connection with the expansion
of our business, and our efforts to invest in digital capabilities and develop our online insurance platforms.
Share-based compensation expenses
As share options granted under the 2012 Share Incentive Plan have all vested by 2016, there was no
share-based compensation expenses incurred in 2017 and 2018. We recognized share-based compensation
expenses of RMB0.4 million in 2019 as a result of the 521 Plan. The 521 Plan was initially recognized as
a liability award, pursuant to the original Loan Agreement related to the 521 Plan and accordingly, share-
based compensation expense related to the 521 Plan was variable based on the change of the fair value at
the reporting date for each of the first, second and third quarter of 2019. Pursuant to the Second Supplement
to the Loan Agreement entered into in November 2019, the 521 Plan was modified which resulted in a
change of the award's classification from liability to equity. Accordingly, share-based compensation
expenses in connection with the 521 Plan were recognized on a straight-line basis over the remaining
vesting period from 2020 to 2023. In the third quarter of 2020, we concluded that the stock options related
to the 521 Plan were not probable to be vested because the performance target was not probable to be met,
and accordingly, RMB0.4 million of cumulative cost recognized in prior periods was reversed. In
December 2020, we canceled the 521 Plan without any replacement awards. For more information about
our share-based compensation expenses, please see Note (19)(b) to our audited consolidated financial
statements included in this annual report.
Taxation
We and each of our subsidiaries file separate income tax returns.
The Cayman Islands, the British Virgin Islands and Hong Kong
Under the current laws of the Cayman Islands and the British Virgin Islands, we and our subsidiaries
incorporated in the British Virgin Islands are not subject to income or capital gains taxes. In addition,
dividend payments are not subject to withholding tax in those jurisdictions.
On March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment)
(No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed
into law on March 28, 2018 and was gazetted on the following day. Under the two-tiered profits tax rates
regime, the first 2 million Hong Kong Dollar of profits of the qualifying group entity will be taxed at 8.25%,
and profits above HK$2 million will be taxed at 16.5%.
The provision for current income taxes of the subsidiaries operating in Hong Kong has been calculated
by applying the current rate of taxation of 8.25% for the years ended December 31, 2019 and 2020. Payment
of dividends is not subject to withholding tax in Hong Kong.
PRC
EIT
According to the PRC Enterprise Income Tax Law, which became effective on January 1, 2008 and was
subsequently amended on March 16, 2007, February 24, 2017 and December 29, 2018, as further
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clarified by subsequent tax regulations implementing the EIT law, foreign invested enterprises and
domestic enterprises are subject to enterprise income tax, or EIT, at a uniform rate of 25%.
Pursuant to the relevant laws and regulations in the PRC, each of Ying Si Kang Information
Technology (Shenzhen) Co., Ltd., or Ying Si Kang, and Shenzhen Huazhong United Technology Co., Ltd.,
or Shenzhen Huazhong, both our wholly-owned subsidiaries, was recognized as a software company and
thus exempted from PRC Income Tax for two years starting from its first profit-making year, followed by
a 50% reduction for the next three years. For Ying Si Kang, year 2014 was the first profit-making year and
accordingly it has made a 12.5% tax provision for its profits for the year ended December 31, 2018. For
Shenzhen Huazhong, 2017 was the first profit-making year and accordingly it has made a 12.5% tax
provision for its profits for the years ended December 31, 2019 and 2020.
Pursuant to the Circular on Issues Regarding Tax-related Preferential Policies for Further
Implementation of Western Development Strategy jointly issued by the State Ministry of Finance, General
Administration of Customs, China and State Administration for Taxation, enterprises located in the western
China regions that fall into the encouraged industries are entitled to 15% EIT preferential tax treatment
from January 1, 2011 to December 31, 2020. The preferential tax treatment is extended to December 31,
2030, pursuant to the Announcement Concerning the Extension of the EIT Policies for Enterprises Located
in the Western China issued by the Ministry of Finance on April 28, 2020. In September 2018, our wholly-
owned subsidiary, Fanhua Lianxin Insurance Sales Co., Ltd., which is the holding vehicle of our life
insurance operations, was relocated to Tianfu New Area, Sichuan province, PRC. Subsequently, Lianxin
will enjoy 15% EIT tax rate instead of unified 25% from September 1, 2018 to December 31, 2030. Tibet
Zhuli Investment Co. Ltd. ("Tibet Zhuli"), our wholly-owned subsidiary, was entitled to a preferential tax
rate of 9% for the period from January 1, 2015 to December 31, 2017 and 15% for from 2018 to 2020, as
it was established with approval in Tibet, PRC, before January 1, 2018.
Business Tax and VAT
In November 2011, the Ministry of Finance and the State Administration of Taxation jointly issued
two circulars setting out the details of the pilot VAT reform program, which change the charge of sales tax
from business tax to VAT for certain pilot industries. The VAT reform program initially applied only to
the pilot industries in Shanghai, and was expanded to eight additional regions, including, among others,
Beijing and Guangdong province, in 2012. In August 2013, the program was further expanded nationwide.
With respect to all of our PRC entities for the period immediately prior to the implementation of the
VAT reform program, revenues from our services are subject to a 5% PRC business tax. Revenues from
our online advertising services are subject to an additional 3% cultural business construction fee.
In March 2016, during the fourth session of the 12th National People’s Congress, it was announced
that the VAT reform will be fully rolled out and extended to all industries including construction, real estate,
financial services and lifestyle services. Subsequently, the State Administration of Taxation and Ministry
of Finance jointly issued a Notice on Preparing for the Full Implementation of the VAT Reform (Cai Shui
[2016] No. 36). Accordingly, revenues from our services are subject to value-added tax instead of business
tax starting from May 1, 2016.
PRC Urban Maintenance and Construction Tax and Education Surcharge
Any entity, foreign-invested or purely domestic, or individual that is subject to consumption tax, VAT
and business tax is also required to pay PRC urban maintenance and construction tax. The rates of urban
maintenance and construction tax are 7%, 5% or 1% of the amount of consumption tax, VAT and business
tax actually paid depending on where the taxpayer is located. All entities and individuals who pay
consumption tax, VAT and business tax are also required to pay education surcharge at a rate of 3%, and
local education surcharges at a rate of 2%, of the amount of VAT, business tax and consumption tax actually
paid.
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Critical Accounting Policies
We prepare financial statements in accordance with U.S. GAAP, which requires us to make judgments,
estimates and assumptions that affect the reported amounts of our assets and liabilities and the disclosure
of our contingent assets and liabilities at the end of each fiscal period, as well as the reported amounts of
revenues and expenses during each fiscal period. We continually evaluate these judgments and estimates
based on our own historical experience, knowledge and assessment of current business and other conditions,
our expectations regarding the future based on available information and assumptions that we believe to be
reasonable. This forms our basis for making judgments about matters that are not readily apparent from
other sources. Since the use of estimates is an integral component of the financial reporting process, our
actual results could differ from those estimates. Some of our accounting policies require a higher degree of
judgment than others in their application.
The selection of critical accounting policies, the judgments and other uncertainties affecting
application of those policies and the sensitivity of reported results to changes in conditions and assumptions
are factors that should be considered when reviewing our financial statements. We believe the following
accounting policies involve the most significant judgments and estimates used in the preparation of our
financial statements.
Revenue Recognition
Starting from January 1, 2018, we accounted for revenue in accordance with ASC 606, “Revenue from
Contracts with Customers.”
Our revenue from contracts with insurance companies is derived principally from the provision of
agency and claims adjusting services, and insurance companies are defined as our customers under ASC
606. We disaggregate our revenue from different types of service contracts with customers by principal
service categories, as the we believe it best depicts the nature, amount, timing and uncertainty of revenue
and cash flows.
Insurance agency services revenue
We derive agency revenue serving as a sales agent to distribute various life insurance and P&C
insurance products on behalf of the insurance companies by which we are entitled to receive initial
commission from the insurance companies based on the premium paid by the policyholders for the related
insurance policy sold. For life insurance agency, we are also entitled to renewal commissions when the
policyholder renews the policy within the renewal term of the original policy as such life insurance products
are typically long-term products.
We have identified the promise to sell insurance products on behalf of an insurance company as the
performance obligation in our contracts with the insurance companies. Our performance obligation to the
insurance company is satisfied and revenue is recognized at a point in time when an insurance policy
becomes effective. Specifically for life insurance agency business, certain contracts include the promise to
provide certain post-sales administrative services to policyholders on behalf of the insurance company,
such as responding to the policyholder inquiries, facilitating the renewal process and/or gathering
information from the policyholder to assist the insurance companies to update the contact information of
the policy holder, we have concluded such services are administrative in nature and immaterial, and none
of these activities on their own results in a transfer of a good or services to the insurance company in the
context of the contract. Accordingly, no performance obligation exists after a policy becomes effective.
Initial placement of an insurance policy
We recognize agency revenue related P&C insurance products (which is short term in nature and
related premium are collected upfront) when an insurance policy becomes effective. The commission to be
earned is required to be partially refunded contingently on policy cancellations. Based on its past experience,
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subsequent commission adjustments in connection with P&C insurance policy cancellations have been de
minims to date, and are recognized upon notification from the insurance carriers. Actual commission and
fee adjustments in connection with the cancellation of P&C insurance policies were 0.2%, 0.1% and 0.2%
of the total commission and fee revenues during years ended December 31, 2018, 2019 and 2020,
respectively.
For life insurance products, there is generally a 10 to 15 days hesitation period after an initial
placement of a life insurance policy, during which the policyholder has a legal right to unconditionally
cancel the effective policy regardless of the reasons. According to relevant terms of the insurance agency
contracts with customers, we reconcile information of polices sold which also includes polices that have
been cancelled by policyholders within the hesitation period, with the insurance companies on a monthly
basis. Therefore, we estimate cancellation of polices that have become effective but still within the
hesitation period based on subsequent actual data at each reporting date. The cancellation of an effective
life insurance policy by the policyholder after the hesitation period does not require us to refund initial
commission to insurance companies, but rather impacts our estimate on future commission related to
renewal(s) of the policy.
In addition, for life insurance agency, we may receive a performance bonus from insurance companies
as agreed and per contract provisions. Once we achieve a certain sales volume based on respective agency
agreements, the bonus will become due. Performance bonus represent a form of variable consideration
associated with certain sales volume, for which we earn commissions. We estimate the amount of
consideration with a constraint applied that will be received in the coming year such that a significant
reversal of revenue is not probable, and includes performance bonus as part of the transaction price. For
the years ended December 31, 2018, 2019 and 2020, we recognized contingent performance bonus of
RMB23.2 million, RMB58.1 million and RMB17.3 million, respectively.
Renewals of a life insurance policy
For the long-term life insurance products, in addition to the initial commission earned, we are also
entitled to subsequent renewal commission and compensation, and renewal performance bonus which
represent variable considerations and are contingent on future renewals of initial policies or we achieve our
performance target.
When making estimates of the amount of variable consideration to which we expect to be entitled, we
use the expected value method and evaluates many factors, including but not limited to, insurance
companies mix, product mix, renewal term of various products, renewal premium rates and commission
rates, to determine the method(s) of measurement, relevant inputs and the underlying assumptions. We
consider constraints as well as when determining the amount which should be included in the transaction
price, which we refer to as "estimated constrained values".
The following describes how we apply the expected value method and our key considerations and
judgments under the expected value method:
Determining portfolio of contracts: We set up portfolios segregated by renewal term of the
underlying policies which we refer to as a "batch" under the expected value method, by splitting
all the long-term life insurance policies into batches of policies with renewal term of 5 years, 10
years, 15 years, 20 years and 30 years.
Accumulating historical data and experiences: We believe that we don't have sufficient
historical data to be utilized to estimate variable consideration of our portfolio of contracts at a
confidence level that would not result in a significant reversal when we initially adopted ASC
606 and when we subsequently prepared the fiscal year 2018, 2019 and 2020 financial statements.
Instead, we determined to accumulate three renewal years' data for products sold starting in 2017
as the basis for the estimate, because the 2017 product mix is at a level of distribution and scale
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that is representative and comparable for those policies sold in subsequent periods, and majority
of the renewal commission are to be paid by the insurance companies within the first 5 years.
Estimating variability for each variable renewal consideration: For each of the variable
renewal commissions, there is only one underlying variability (i.e., the renewal rates for each of
the subsequent years of policy period which is contingent on policyholders' renewal). Given the
payment term for each of the renewal commissions is different, we thus separately estimate the
future renewal rates of batches of policies based on accumulated historical renewal information.
Considering constraints on estimates: In estimating the variable consideration, we originally
evaluated the following factors that could increase the likelihood or magnitude of a reversal:
‐
‐
‐
‐
we have limited history of selling our current life insurance products and co-operating
with our current customers, such that our experience is of little predictive value in
determining future renewal(s) of long-term life insurance policies;
the occurrence of a renewal is outside our control and the estimate of renewal rates is
complex and requires significant judgement;
the estimate of variable consideration associated with policy renewals has a broad range
of possible consideration amounts; and
the contingency is not expected to be resolved for a long period of time
Ongoing reassessment of the estimated constrained values: We continue to reassess the
estimated constrained values at the end of each reporting period on a quarterly basis, including
continue to review and evaluate the reasonableness of the applied assumptions by comparing the
original estimated constrained values with the actual renewal commissions collected to monitor
and determine whether any changes to the assumptions are needed.
For years ended December 31, 2018, 2019 and 2020, revenue related to the variable consideration is
recorded when it is probable that a significant reversal in the amount of cumulative revenue recognized
will not occur, i.e., when a policyholder pays the renewal premium to the insurance company, and the
policy is renewed because we were not able to conclude a significant reversal to the estimated variable
consideration not probable, considering factors such as a) we have limited history of selling our current
life insurance products with our current customers, such that our past experience in outdated products
is of little predictive value in renewal(s) rate estimate; b) the occurrence of a renewal is outside of our
control and the estimate of renewal premium rates is complex and requires significant assumptions;
and c) the contingency lasts across a long period of time.
Insurance claims adjusting services revenue
For insurance claims adjusting services, performance obligations are considered met and revenue is
recognized when the services are rendered and completed, at the time loss adjusting reports are confirmed
being received by insurance companies. We do not accrue any service fee before the receipt of an insurance
company’s acknowledgement of receiving the adjusting reports. Any subsequent adjustments in connection
with discounts which have been de minims to date are recognized in revenue upon notification from the
insurance companies.
Practical Expedients and Exemptions
We generally expense sales commissions when incurred because the amortization period would have
been one year or less. These costs are recorded within sales and marketing expenses in the consolidated
statements of operations and comprehensive income, as the amortization period is less than one year and
we have elected the practical expedient included in ASC 606.
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We have applied the optional exemption provided by ASC 606 to not disclose the value of remaining
performance obligations not yet satisfied as of period end for contracts with original expected duration of
one year or less.
Investment in Affiliates
We use the equity method of accounting for investments in which we have the ability to exercise
significant influence, but do not have a controlling interest.
We continually review our investment in equity investees to determine whether a decline in fair value
to an amount below the carrying value is other-than temporary. The primary factors we consider in our
determination are the duration and severity of the decline in fair value; the financial condition, operating
performance and the prospects of the equity investee; and other company specific information such as the
stock price of the investee and its corresponding volatility, if publically traded, our intent and ability to
hold the investment until recovery, and changes in the macro-economic, competitive and operational
environment of the investee. If the decline in fair value is deemed to be other-than-temporary, the carrying
value of the equity investee is written down to fair value.
The fair values of the investments in equity investees are determined based on valuation techniques
using the best information available, including but not limited to such as quoted prices for the investments
or similar investments in active markets, the investees' current and expected future performance, industry
trend and projected revenue growth rates and profit margin, forecasted cash flows based on discounted
rates and terminal growth rates, etc.
Recent Accounting Pronouncements
For a summary of recently issued accounting pronouncements not yet adopted that may potentially
impact our financial position and results of operations, see Note (2)(ab) to the consolidated financial
statements of Fanhua Inc. pursuant to Item 18 of Part III of this annual report.
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Results of Operations
The following table sets forth our net revenues, operating costs and expenses and income from
operations by reportable segments for the periods indicated.
We are currently operating under two reporting operating segments: (1) insurance agency, and (2)
claims adjusting.
2019
RMB
For the Year Ended December 31,
2019 to 2020
Percentage Change
%
RMB
(in thousands except percentages)
2020
US$
Consolidated Statement of Income Data
Net revenues:
Agency ............................................................
Life insurance business .............................
P&C insurance business ............................
Claims adjusting .............................................
Total net revenues
Operating costs and expenses:
Operating costs:
Agency ............................................................
Life insurance business .............................
P&C insurance business ............................
Claims adjusting .............................................
Total operating costs
Selling expenses .............................................
General and administrative expenses ............
Total operating costs and expenses
Income from operations
Insurance agency ............................................
Claims adjusting .............................................
Other ...............................................................
Income from operations
Other income, net:
Investment income .........................................
Interest income ...............................................
Others, net .......................................................
Income from operations before income
taxes and share of income and impairment
of affiliates, net..............................................
Income tax expense ........................................
Share of income and impairment of affiliates,
net ................................................................
Net income .....................................................
Less: Net
attributable
income
the
to
noncontrolling interests ..............................
Net income attributable to the Company’s
shareholders ..............................................
(15.0)
(15.3)
(7.3)
16.9
(11.8)
(13.7)
(13.8)
(10.5)
18.5
(10.9)
3.7
(2.4)
(8.4)
(34.2)
85.1
(11.6)
(35.6)
(56.0)
374.5
23.2
(35.4)
(42.0)
(98.8)
43.4
118.7
42.0
2,834,997
2,703,584
131,413
433,148
3,268,145
(1,953,744)
(1,866,227)
(87,517)
(260,121)
(2,213,865)
(288,460)
(463,634)
(2,965,959)
353,778
16,907
(68,499)
302,186
34,789
13,420
11,907
362,302
(83,387)
(2,738)
276,177
434,482
414,342
20,140
66,383
500,865
(299,425)
(286,012)
(13,413)
(39,865)
(339,290)
(44,208)
(71,055)
(454,553)
54,218
2,591
(10,497)
46,312
5,332
2,057
1,825
55,526
(12,780)
(420)
42,326
7,923
1,214
268,254
41,112
3,335,397
3,193,625
141,772
370,606
3,706,003
(2,263,952)
(2,166,126)
(97,826)
(219,496)
(2,483,448)
(278,085)
(475,107)
(3,236,640)
537,746
9,132
(77,515)
469,363
79,070
2,828
9,664
560,925
(143,816)
(224,555)
192,554
3,622
188,932
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Year ended December 31, 2020 Compared to Year Ended December 31, 2019
Net Revenues
Our total net revenues decreased by 11.8% from RMB3,706.0 million in 2019 to RMB3,268.1 million
(US$500.9 million) in 2020.
Net revenues from our insurance agency segment decreased by 15.0% from RMB3,335.4 million
in 2019 to RMB2,835.0 million (US$434.5 million) in 2020. The decrease was primarily due to
decline in life insurance business, from RMB3,193.6 million in 2019 to RMB2,703.6 million
(US$414.3 million) in 2020, and a decrease in net revenues derived from P&C insurance business.
The decrease in net revenues generated from the life insurance agency business was mainly caused
by a 22.9% year-over-year decline in first year premiums from RMB3,136.6 million to
RMB2,417.6 million primarily due to the adverse impact of COVID-19 pandemic, partially
offsetting the year-over-year growth of renewal commissions as a result of a 38.7% year-over-year
growth in renewal premiums from RMB5,473.6 million to RMB7,594.3 million. Revenues
generated from our life insurance business accounted for 82.7% of our total net revenues in 2020.
The decline of the property and casualty insurance agency business was primarily due to (i) the
decline of sales on Baowang (www.baoxian.com) mainly resulting from the decline in the sales of
accident insurance and travel insurance impacted by the COVID-19 offsetting the growth of
medical insurance products and (ii) the termination of platform fees received for the auto insurance
business. Revenues for the P&C insurance business were mainly derived from commissions
generated from Baowang.
Net revenues from our claims adjusting segment increased by 16.9% from RMB370.6 million in
2019 to RMB433.1 million (US$66.4 million) for 2020. The increase was mainly due to the strong
growth of our medical insurance-related claims adjusting business in 2020.
Operating Costs and Expenses
Operating costs and expenses decreased by 8.4% from RMB3,236.6 million in 2019 to RMB2,966.0
million (US$454.6 million) for 2020.
Operating Costs. Our operating costs decreased by 10.9% from RMB2,483.4 million in 2019 to
RMB2,213.9 million (US$339.3 million) in 2020, primarily because of an increase in operating cost in life
insurance business.
Operating costs for our insurance agency segment decreased by 13.7% from RMB2,264.0 million
in 2019 to RMB1,953.7 million (US$299.4 million) in 2020, primarily due to a decrease of 13.8%
in costs for the life insurance agency business from RMB2,166.1 million in 2019 to RMB1,866.2
million (US$286.0 million) in 2020, which was mainly due to decline in revenue generated from
our life business, and a decrease of 10.5% in costs for the property and casualty insurance agency
business from RMB97.8 million in 2019 to RMB87.5 million (US$13.4 million) in 2020, which is
in line with the decrease in revenue generated from the property and casualty insurance agency
business.
Operating costs for our claims adjusting segment increased by 18.5% from RMB219.5 million in
2019 to RMB260.1 million (US$39.9 million) in 2020, primarily due to business expansion of
medical insurance-related claims adjusting service.
Selling Expenses. Our selling expenses increased by 3.7% from RMB278.1 million in 2019 to
RMB288.5 million (US$44.2 million) in 2020, primarily attributable to increased sales events in our claim
adjusting segment.
-75-
General and Administrative Expenses. Our general and administrative expenses decreased by 2.4%
from RMB475.1 million in 2019 to RMB463.6 million (US$71.1 million) in 2020, primarily due to the
decrease in contributions to employees' defined contribution plans because government waived the
contribution from the company in 2020 in view of the impact of COVID-19.
Income from Operations
As a result of the foregoing factors, income from operations decreased by 35.6% from RMB469.4
million in 2019 to RMB302.2 million (US$46.3 million) in 2020.
Income from operations for our agency insurance segment decreased by 34.2% from RMB537.7
million in 2019 to RMB353.8 million (US$54.2 million) in 2020, which was primarily due to the
decline of life insurance business because of the impact fromCOVID-19.
Income from operations for our claims adjusting segment increase by 85.1% from RMB9.1 million
in 2019 to RMB16.9 million (US$2.6 million) in 2020, which was primarily due to growth in our
medical insurance-related claims adjusting business.
Other loss from operations represented operating loss incurred by the headquarters, which was not
allocated to each business segment. Operating loss incurred by the headquarters decreased by 11.6%
from RMB77.5 million in 2019 to RMB68.5 million (US$10.5 million) in 2020, primarily due to
decrease in expenditures at the headquarters.
Other Income
Investment Income. Investment income represents income received from short-term investments in
collective trust products and interbank deposits. Our investment income decreased by 56.0% from
RMB79.1 million in 2019 to RMB34.8 million (US$5.3 million) in 2020. The decrease in yields from
short-term investments in financial products was mainly due to (i) change in composition of our short-term
investment portfolio, with increased allocation to wealth management products issued by banks which offer
relatively lower yields as compared to other financial products in the portfolio; (ii) a year-over-year
decrease in yields from wealth management products issued by banks.
Interest Income. Our interest income increased by 374.5% from RMB2.8 million in 2019 to RMB13.4
million (US$2.1 million) in 2020, primarily due to a loan to a third party with annual rate of 10%. The loan
and related interest has been collected by end of 2020.
Income Tax Expense
Our income tax expense decreased by 42.0% from RMB143.8 million in 2019 to RMB83.4 million
(US$12.8 million) in 2020. The effective tax rate for 2020 was 23.0% compared with 25.6% in 2019. The
decrease in effective tax rate was primarily due to (i) exemption from income tax for investment income
derived from certain fund product and (ii) decrease of dividend income tax provision as compared with
2019.
Share of Income and Impairment of Affiliates, net
Our share of income and impairment of affiliates was negative RMB2.7 million (US$0.4 million) for
2020, as compared to share of income and impairment of affiliates of negative RMB224.6 million in 2019.
The share of income and impairment of affiliates mainly represented share of income from CNFinance in
which we own 18.5% of the equity interest. The share of income and impairment from CNFinance included
a RMB23.0 million (US$3.5 million) impairment on investment in CNFinance as compared to the
impairment loss of RMB322.7 million for the corresponding period in 2019, to reflect a write-down to the
fair value of the investment as measured by the closing market price of CNFinance on December 31, 2020,
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offsetting the share of income of CNFinance of RMB21.2 million (US$3.2 million) from CNFinance in
2020 as compared to share of income of RMB98.7 million in 2019.
Net Income Attributable to the Non-controlling Interests
The net income attributable to the non-controlling interests increased by 118.7% from RMB3.6
million in 2019 to RMB7.9 million (US$1.2 million) in 2020, primarily due to the increase in profits from
our subsidiaries operating claims adjusting business in which we currently own 44.7% equity interests.
Net Income Attributable to the Company’s Shareholders
As a result of the foregoing factors, our net income attributable to our shareholders increased by 42.0%
from RMB188.9 million in 2019 to RMB268.3 million (US$41.1 million) for 2020.
Foreign Currency
The exchange rate between U.S. dollar and RMB has declined from an average of RMB8.2264 per
U.S. dollar in July 2005 to RMB6.6235 per U.S. dollar in December 2020. The fluctuation of the exchange
rate between the RMB and U.S. dollar and HK dollar resulted in foreign currency translation gain of
RMB9.6 million (US$1.5 million) in 2020, when we translated our financial assets from U.S. dollar and
HK dollar into RMB. We have not hedged exposures to exchange fluctuations using any hedging
instruments. See “Item 3. Key Information — D.Risk Factors — Risks Related to Doing Business in China
— Fluctuation in the value of the RMB may have a material adverse effect on your investment.” and “Item
11. Quantitative and Qualitative Disclosures about Market Risk — Foreign Exchange Risk.”
B. Liquidity and Capital Resources
Cash Flows and Working Capital
Our principal sources of liquidity have been cash generated from our operating activities. As of
December 31, 2020, we had RMB245.4 million (US$37.6 million) in cash and cash equivalents, and
RMB1.3 billion (US$200.4 million) in short-term investments. Our cash and cash equivalents consist of
cash on hand and bank deposits and our short term investments consist of short-term, highly liquid
investments that are readily convertible to known amounts of cash, and have insignificant risk of changes
in value related to changes in interest rates. Our principal uses of cash have been to fund dividend
distribution, maintenance and developments of online platforms including Lan Zhanggui, Baoxian.com,
and eHuzhu, investment to digitalize our mid-office and back-office functions, establishment of new
branches and sales outlets, working capital requirements, automobiles and office equipment purchases,
office renovation and rental deposits.
We expect to require cash to fund our ongoing business needs, particularly the further expansion of
our distribution and service network with the focus on developing a more professional sales force in major
cities and development of digital capabilities.
We believe that our current cash and cash equivalents and anticipated cash flow from operations will
be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital
expenditures, for at least the next 12 months. We may, however, require additional cash due to changing
business conditions or other future developments, including any investments or acquisitions we may decide
to pursue. If our existing cash is insufficient to meet our requirements, we may seek to sell additional equity
securities, debt securities or borrow from lending institutions. Financing may be unavailable in the amounts
we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible
debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working
capital and capital expenditures to service debt obligations and could result in operating and financial
covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable
to obtain additional equity or debt financing as required, our business operations and prospects may suffer.
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The following table sets forth a summary of our cash flows for the periods indicated:
Net cash generated from operating activities
Net cash generated from investing activities
Net cash used in from financing activities ....
Net (decrease) increase in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at the beginning of the year
Cash and cash equivalents and restricted cash at the end of the year
Operating Activities
2019
RMB
Year Ended December 31,
2020
RMB
US$
(in thousands)
178,324
11,959
402,300
325,336
61,654
49,861
(792,106)
(638,811)
(97,902)
(601,823))
848,166
265,605
88,825
265,605
350,098
13,613)
40,706
53,655
Net cash generated from operating activities amounted to RMB402.3 million (US$61.7 million) for
the year ended December 31, 2020, primarily attributable to (i) a net income of RMB276.2 million
(US$42.3 million), (ii) adjustments of depreciation expense of RMB17.6 million (US$2.7 million), non-
cash operating lease expense of RMB98.2 million (US$15.0 million), allowance for credit losses on
financial assets of RMB18.8 million (US$2.9 million), and investment income of RMB14.3 million
(US$2.2 million), which were non-cash items and, (iii) a decrease of accounts receivable of RMB90.6
million (US$13.9 million) which was in line with the decrease in our commission income and an increase
of Insurance premium payables RMB17.5 million (US$2.7 million) related to property and casualty
insurance business contributed by channel vendors of Baowang offset by (i) decrease of other payables and
accrued expenses of RMB32.2 million (US$4.9 million), (ii) decrease of income tax payable of RMB9.3
million (US$1.4 million), and (iii) decrease of lease liability of RMB98.8 million (US$15.2 million).
Net cash generated from operating activities amounted to RMB178.3 million for the year ended
December 31, 2019, primarily attributable to (i) a net income of RMB192.6 million, (ii) adjustments of
depreciation expense of RMB16.3 million, non-cash operating lease expense of RMB69.5 million,
investment income of RMB65.6 million and share of income and impairment of affiliates, net of RMB224.6
million representing share of net income generated by CNFinance offset by an impairment of the
investment in CNFinance, which were non-cash items and, and (iii) an increase of accounts payable of
RMB50.2 million offset by (i) an increase of accounts receivable of RMB180.2 million contributed by our
major customers, Huaxia and Sinatay, which in aggregate accounted for 39.9% of our revenue and 44.8%
of account receivable as of year end of 2019 as certain amount of sales bonus from Huaxia and Sinatary
was settled quarterly and annually, among which the receivable from Sinatay has been fully settled in
March 2020, (ii) decrease of other payables and accrued expenses of RMB25.5 million, (iii) decrease of
income taxes payable of RMB50.0 million and (iv) decrease of lease liability of RMB76.6 million.
Investing Activities
Net cash generated from investing activities for the year ended December 31, 2020 was RMB325.3
million (US$49.9 million), primarily attributable to proceeds from disposal of short term investments of
RMB8,287.9 million (US$1,270.2 million) that matured offset by cash used to purchase short term
investment products of RMB7,947.7 million (US$1,218.0 million) and purchase of property, plant and
equipment of RMB15.3 million (US$2.3 million).
Net cash generated from investing activities for the year ended December 31, 2019 was RMB12.0
million, primarily attributable to proceeds from disposal of short term investments of RMB7,523.3 million
that matured offset by cash used to purchase short term investment products including collective trust funds
and inter-bank deposits of RMB7,498.7 million and purchase of property, plant and equipment of RMB19.7
million.
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Financing Activities
Net cash used in financing activities was RMB638.8 million (US$97.9 million) for the year ended
December 31, 2020, attributable to dividend payments of totaling RMB388.5 million (US$59.5 million),
and refund of share rights deposit to 521 plan participants of RMB250.3 million (US$38.4 million).
Net cash used in financing activities was RMB792.1 million for the year ended December 31, 2019,
attributable to (i) cash used for share repurchase program in 2019 of RMB484.0 million and (ii) dividend
payments of totaling RMB435.1 million, partially offset by proceeds from employees and agents’ share
subscriptions of RMB111.3 million.
Capital Expenditures
We incurred capital expenditures of RMB22.8 million, RMB19.7 million and RMB15.3 million
(US$2.3 million) for the years ended December 31, 2018, 2019 and 2020, respectively. Our capital
expenditures have been used primarily to construct our IT infrastructure and online platforms, and to
purchase automobiles and office equipment for newly established sales outlets. We estimate that our capital
expenditures will increase substantially in the following two or three years as we further expand our
distribution and service network in China, and maintain and upgrade our IT infrastructure and digital
platforms. We anticipate funding our future capital expenditures primarily with net cash flows from
financing and operating activities.
Borrowings
As of each of December 31, 2019 and 2020, we had no short-term or long-term bank borrowings.
Holding Company Structure
We are a holding company with no material operations of our own. We conduct our operations through
our subsidiaries in China. As a result, our ability to pay dividends and to finance any debt we may incur
depends upon dividends paid by our subsidiaries. If our subsidiaries incur debt on their own behalf in the
future, the instruments governing their debt may restrict their ability to pay dividends to us. Our wholly
owned subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as
determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our
subsidiaries in China is required to set aside at least 10% of its after-tax profits as reported in the PRC
statutory financial statements each year, if any, to fund a statutory reserve until such reserve reach 50% of
its registered capital, and before the Foreign Investment Law becomes effective on January 1, 2020, our
wholly owned subsidiaries had to set aside a portion of its after-tax profits to fund the employee welfare
fund at the discretion of its board. Although the statutory reserves can be used, among other ways, to
increase the registered capital and eliminate future losses in excess of retained earnings of the respective
companies, the reserve funds are not distributable as cash dividends except in the event of liquidation of
the companies. Furthermore, the EIT Law that took effect on January 1, 2008 has eliminated the exemption
of EIT on dividend derived by foreign investors from foreign-invested enterprises and imposes on foreign-
invested enterprises an obligation to withhold tax on dividend distributed by such foreign-invested
enterprises. As of December 31, 2020, our restricted net asset was RMB1,455.6 million (US$223.1 million).
This amount is composed of the registered equity of our PRC subsidiaries and the statutory reserves
described above. Our ability to pay dividends primarily depends upon dividends paid by our subsidiaries.
As of December 31, 2020, we had aggregate undistributed earnings of approximately RMB1,146.3 million
(US$175.7 million) that were available for distribution. These undistributed earnings are considered to be
indefinitely reinvested, and will be subject to PRC dividend withholding taxes upon distribution.
C. Research and Development, Patents and Licenses, etc.
See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
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D. Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties,
demands, commitments or events for the period from January 1, 2020 to December 31, 2020 that are
reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or
capital resources, or that would cause the disclosed financial information to be not necessarily indicative
of future operating results or financial conditions.
E. Off-Balance Sheet Commitments and Arrangements
We have not entered into any financial guarantees or other commitments to guarantee the payment
obligations of third parties. We have not entered into any derivative contracts that are indexed to our shares
and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements.
Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated
entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable
interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us
or that engages in leasing, hedging or research and development services with us. As a result, as of
December 31, 2020, we did not have any off-balance sheet arrangements that had or were reasonably likely
to have a current or future effect on our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.
F. Tabular Disclosure of Contractual Obligations
The following table sets forth our contractual obligations and commercial commitments as of
December 31, 2020:
Payment Due by Period
Total
Less
than
1 year
1-3
years
(in thousands of RMB)
3-5
years
More
than 5
years
Undiscounted minimum lease payment included in
the measurement of operating lease liabilities ........ 219,393
Total ...................................................................... 219,393
92,382
92,382
98,692
98,692
23,523
23,523
4,796
4,796
Not included in the table above are uncertain tax liabilities of RMB67.2 million (US$10.3 million).
As we are unable to make reasonably reliable estimates of the period of cash settlement with the respective
taxing authority, such liabilities are excluded from the contractual obligations table above.
Other than the contractual obligations and commercial commitments set forth above, we did not have
any other material long-term debt obligations, operating lease obligations, purchase obligations or other
material long-term liabilities as of December 31, 2020.
G. Safe Harbor
This annual report on Form 20-F contains statements of a forward-looking nature. These statements
are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.
You can identify some of these forward-looking statements by words or phrases such as “may,” “will,”
“expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to” or other similar
expressions. We have based these forward-looking statements largely on our current expectations and
projections about future events and financial trends that we believe may affect our financial condition,
results of operations, business strategy and financial needs. These forward-looking statements include
statements relating to:
our anticipated growth strategies;
-80-
the anticipated growth of our life insurance business;
the anticipated growth of our e-commerce business;
our future business development, results of operations and financial condition;
factors that affect our future revenues and expenses;
the future growth of the Chinese insurance industry as a whole and the professional insurance
intermediary sector in particular;
trends and competition in the Chinese insurance industry; and
economic and demographic trends in the PRC.
You should thoroughly read this annual report and the documents that we refer to with the
understanding that our actual future results may be materially different from and worse than what we expect.
We qualify all of our forward-looking statements by these cautionary statements. We would like to caution
you not to place undue reliance on forward-looking statements and you should read these statements in
conjunction with the risk factors disclosed in “Item 3. Key Information — D. Risk Factors” of this annual
report. Those risks are not exhaustive. We operate in an emerging and evolving environment. New risk
factors emerge from time to time and it is impossible for our management to predict all risk factors, nor
can we assess the impact of all factors on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in any forward-looking statement.
You should not rely upon forward-looking statements as predictions of future events. We undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required under applicable law.
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
The following table sets forth information regarding our directors and executive officers as of the date
of this annual report.
Directors and Executive Officers
Age
Chunlin Wang .....................................
Peng Ge ...............................................
Yinan Hu .............................................
Yunxiang Tang ....................................
Stephen Markscheid. ...........................
Allen Warren Lueth .............................
Mengbo Yin ........................................
51
49
55
75
67
52
65
Position/Title
Chief Executive Officer and Chairman of the Board
of Directors
Chief Financial Officer and Director
Director
Independent Director
Independent Director
Independent Director
Independent Director
Mr. Chunlin Wang has been our chairman of the board of directors since September 2017 and has
been our chief executive officer since October 2011. He has been our director since March 2016. From
April 2011 to October 2011, he was our chief operating officer. From January 2007 to October 2011, he
was vice president and head of the property and casualty insurance unit of our company. From 2003 to
January 2007, he served as assistant to our chairman. From 2002 to 2005, he served as the general manager
of Guangdong Nanfeng, one of our first affiliated insurance intermediaries in the PRC. From 1998 to 2002,
Mr. Wang served as a branch manager at Guangzhou Nanyun Car Rental Services Co., Ltd. and later
Guangdong Nanfeng Automobile Association Co., Ltd., our predecessors. Mr. Wang received his
bachelor’s degree in law from Central-Southern University of Politics and Law in China.
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Mr. Peng Ge has been our chief financial officer since April 2008 and has been our director since
December 2016. He is currently a member of the board of directors of CNFinance, which is a public
company listed in the U.S. From 2005 to April 2008, he served as the general manager of the finance and
accounting department and vice president of our company. From August 2007 to September 2008, he was
also a director of our company. From 1999 to 2005, Mr. Ge headed our Beijing operations. From 1994 to
1999, Mr. Ge was a financial manager at a subsidiary of China National Native Produce and Animal By-
Products Import & Export Corporation. Mr. Ge received his bachelor’s degree in international accounting
and his MBA degree from the University of International Business and Economics in China.
Mr. Yinan Hu is our co-founder and has been our director since our inception in 1998. He is currently
a member of the board of directors of Puyi Inc., which is a public company listed in the U.S. From 1998 to
September 2017, he was the chairman of our board of directors. From 1998 to October 2011, Mr. Hu served
as our chief executive officer. From 1993 to 1998, Mr. Hu served as chairman of the board of directors of
Guangdong Nanfeng Enterprises Co., Ltd., a company he co-founded that engaged in import and export,
manufacturing of wooden doors and construction. From 1991 to 1995, Mr. Hu was an instructor of money
and banking at Guangdong Institute for Managers in Finance and Trade. Mr. Hu received a bachelor’s
degree and a master’s degree in economics from Southwestern University of Finance and Economics in
China.
Mr. Yunxiang Tang, a senior economist, has been our independent director since May 2012. Mr. Tang
served as general manager of the People's Insurance Company (Group) of China Limited, or the PICC and
chairman of the Board of Directors of PICC P&C, PICC Asset Management Company Limited, PICC Life
Insurance Company Limited and PICC Health Insurance Company Limited from 2000 to 2007. He was the
president of Insurance Association of China from 2001 to 2003 and vice chairman of the CIRC from 1998
to 2000. Prior to that, he served in different senior leadership roles in the financial regulatory authorities,
including head of the PBOC Guangdong Branch and chief of State Administration of Foreign Exchange,
Guangdong Branch and assistant governor of the PBOC.
Mr. Stephen Markscheid has been our independent director since August 2007. Mr. Markscheid is
chairman of Still Waters Greent Technology, a United Kingdom based renewable energy developer. He is
a member of the board of directors of Jinko Solar, Inc. and Xiaobai Maimai Inc., which are public
companies listed in U.S. and ZZ Capital International Limited, a public company listed in Hong Kong. He
is also a trustee emeritus of Princeton-in-Asia, a nonprofit social service organization affiliated with
Princeton University. He was a member of the board of directors of a number of other listed companies,
including TKK Symphony Acquisition Corporation (currently named Glory Star New Media Group
Holdings Limited), Ener-Core, Inc., China Ming Yang Wind Power Group and ChinaCast Education
Corporation. He acted as a director and interim chief executive officer and chief financial officer of Fellazo
Inc. in 2020. From 2014 to 2017, he was a partner of Wilton Partners, a Shanghai-based boutique
investment bank. From 2007 to 2011, he was the chief executive officer of Synergenz BioScience, Inc., a
genomics company based in Hong Kong. Prior to that, Mr. Markscheid was the chief executive officer of
HuaMei Capital Company, Inc., a Sino-U.S. investment advisory firm from 2006 to 2007. From 1998 to
2006, Mr. Markscheid worked for GE Capital. During his time with GE Capital, Steve led GE Capital's
business development activities in China and Asia Pacific, primarily acquisitions and direct investments.
Prior to joining GE, Mr. Markscheid worked with the Boston Consulting Group throughout Asia from 1994
to 1997. Prior to that, Mr. Markscheid had been a commercial banker for ten years in London, Chicago,
New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago. Prior
to that, he worked with the US-China Business Council in Washington D.C. and Beijing. Mr. Markscheid
received his bachelor’s degree in East Asian studies from Princeton University, a master’s degree in
international affairs and economics from the School of Advanced International Studies at Johns Hopkins
University, and an MBA degree from Columbia University.
Mr. Allen Lueth has been our independent director since August 2007. Mr. Lueth is currently a member of
the board of directors of Greatview Aseptic Packaging Company Limited, a company listed in Hong Kong.
Since February 2021, Mr. Lueth has served as CEO of Great Leap Brewery, a company engaged in the
brewing and selling of beer in the PRC through third-party sales and its restaurants. From September 2019
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to February 2021 Mr. Lueth served as a president and chief financial officer of International Institute of
Education Group, a company mainly engaged in language education in the PRC. From 2017 to 2019 and
2010 to 2017, Mr. Lueth served as a chief financial officer for Asia-Pacific region and a vice president of
finance for the PRC region for Cardinal Health, a Fortune 500 company engaged in the healthcare industry,
respectively. From 2005 to 2010, Mr. Lueth served as a vice president of finance and strategy for the PRC
region for Zuellig Pharma China, which was then acquired by Cardinal Health in 2010. Mr. Lueth worked
for GE Capital from 1998 to 2004 in a variety of roles, including chief financial officer and chief executive
officer for the Taiwan operations, and the representative for China. Earlier, he served with Coopers &
Lybrand as an auditor. Mr. Lueth obtained his certificate as a certified public accountant in 1991 and a
certified management accountant in 1994. Mr. Lueth received his bachelor of science in accounting degree
from the University of Minnesota and an MBA degree from the J.L. Kellogg School of Management.
Dr. Mengbo Yin has been our independent director since September 2008. He is currently a PhD
advisor at Southwestern University of Finance and Economics in China, where he also serves as head of
the university’s postgraduate department. Previously, he was the dean of the university’s school of finance
from 1996 to 2007. Professor Yin received his master’s and PhD degrees in finance from Southwestern
University of Finance and Economics in China.
Employment Agreements
Each of our executive officers has entered into an employment agreement with us. Under these
agreements, each of our executive officers is employed for a specified time period. We may terminate the
employment for cause, at any time, without notice or remuneration, for certain acts of the employee,
including but not limited to a conviction or plea of guilty to a felony, negligence or dishonesty to our
detriment, failure to perform the agreed-to duties after a reasonable opportunity to cure the failure and
failure to achieve the performance measures specified in the employment agreement. An executive officer
may terminate his employment at any time with one-month prior written notice if there is a material
reduction in his authority, duties and responsibilities or in his annual salary before the next annual salary
review. Furthermore, we may terminate an executive officer’s employment at any time without cause upon
two-month advance written notice. In the event of a termination without cause by us, we will provide the
executive officer a lump-sum severance payment in the amount of RMB0.5 million, unless otherwise
specifically required by applicable law.
Each executive officer has agreed to hold, both during and after the employment agreement expires
or is earlier terminated, in strict confidence and not to use, except as required in the performance of his
duties in connection with the employment, any confidential information, trade secrets and know-how of
our company or the confidential information of any third-party, including our consolidated affiliated
entities and our subsidiaries, received by us. In addition, each executive officer has agreed to be bound by
non-competition restrictions set forth in his employment agreement. Specifically, each executive officer
has agreed not to, while employed by us and for one year following the termination or expiration of the
employment agreement, (i) approach our clients, customers or contacts or other persons or entities
introduced to the executive officer for the purpose of doing business with such person or entities, and will
not interfere with the business relationship between us and such persons and/or entities; (ii) assume
employment with or provide services as a director for any of our competitors, or engage, whether as
principal, partner or otherwise, in any business which is in direct or indirect competition with our business;
or (iii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us at
the date of the executive officer’s termination, or in the year preceding such termination.
B. Compensation
In 2020, the aggregate cash compensation, including reimbursement of expenses, to our executive
officers which include executive directors was approximately RMB2.4 million (US$0.4 million), and the
aggregate cash compensation to our non-executive directors was approximately RMB2.7 million (US$0.4
million). We did not set aside or accrue any amounts to provide pension, retirement or similar benefits for
our executive officers and directors except for statutory social security payment.
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Share Incentives
2007 Share Incentive Plan
Our 2007 Share Incentive Plan is intended to attract and retain the best available personnel for
positions of substantial responsibility, provide additional incentive to employees, directors and consultants
and promote the success of our business. We have reserved 136,874,658 ordinary shares for issuance under
our 2007 Share Incentive Plan, which was approximately 15% of our outstanding ordinary shares at the
time we authorized the number of ordinary shares reserved for issuance. The 2007 Share Incentive Plan
expired upon the tenth anniversary of the shareholder approval of the 2007 Share Incentive Plan.
On November 21, 2008, our board of directors approved the grant of options to purchase an aggregate
of 32,000,000 ordinary shares to various directors, officers and employees pursuant to the 2007 Share
Incentive Plan (the “2008 Option”). The exercise price of these options is US$0.28 per ordinary share,
equal to the closing price of our ADS on the Nasdaq Global Market at the grant date (after adjusting for the
20 ordinary shares to 1 ADS ratio). The options are scheduled to vest over a four-year period starting from
March 31, 2010, subject to the achievement of certain key performance indicators by the option holders
and their continued employment with us. As of March 31, 2018, all of the 2008 Option had been exercised
or forfeited.
On March 9, 2009, our board of directors voted to grant options to purchase an aggregate of
10,000,000 ordinary shares to employees under the amended and restated 2007 Share Incentive Plan (the
“2009 Option”). The exercise price of these options is US$0.34 per ordinary share, equal to the closing
price of our ADS on the Nasdaq Global Select Market at the grant date (after adjusting for the 20 ordinary
shares to 1 ADS ratio). These options are scheduled to vest over a four-year period starting from March 31,
2010, subject to the achievement of certain key performance indicators by the option holders and their
continued employment with us. As of March 31, 2018, all of the 2009 Option had been exercised or
forfeited.
On March 12, 2012, pursuant to the amended and restated 2007 Share Incentive Plan, our board of
directors approved the grant of options to certain directors, officers, key employees and sales agents to
purchase an aggregate of 93,445,000 ordinary shares at an exercise price of US$0.30 per ordinary share
and approved the grant of options to two independent directors who are residents of the United States in an
aggregate of 3,200,000 ordinary shares at an exercise price of US$0.31 per ordinary share (the “2012
Options”). These options are scheduled to vest over a five-year period starting from May 31, 2012, subject
to the achievement of certain key performance indicators by certain option holders and all option holders'
continued employment with us.
In November 2014, the board and compensation committee passed a resolution to modify the exercise
price of the 2012 Options. Except for the 2012 Options granted to one of the independent directors who is
a US resident, the exercise price of the rest of the 2012 Options was reduced from US$0.30 per ordinary
share (for certain directors, officers, key employees and sales agents) and US$0.31 per ordinary share (for
the other independent director who is a US resident) to US$0.001 per ordinary share while the maximum
aggregate award of 96,645,000 ordinary shares was reduced to 46,722,500 ordinary shares. The options are
subject to the same service period. As of December 31, 2014, except for the options granted to one of the
independent directors, outstanding options to purchase 91,327,722 ordinary shares were modified into
45,663,861 shares options. There was no incremental cost as a result of such option modification. As of
March 31, 2020, except for the options to purchase 400,000 ordinary shares granted to one of the
independent directors, all of the 2012 Options had been exercised or forfeited.
The following paragraphs describe the principal terms of our amended and restated 2007 Share
Incentive Plan as currently in effect.
Types of Awards. The types of awards we may grant under our 2007 Share Incentive Plan include the
following:
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options to purchase our ordinary shares;
restricted shares, which represent non-transferable ordinary shares, that may be subject to
forfeiture, restrictions on transferability and other restrictions; and
restricted share units, which represent the right to receive our ordinary shares at a specified date
in the future, which may be subject to forfeiture.
Awards may be designated in the form of ADSs instead of ordinary shares. If we designate an award
in the form of ADSs, the number of shares issuable under the 2007 Share Incentive Plan will be adjusted
to reflect the ratio of ADSs to ordinary shares.
Eligibility. We may grant awards to employees, directors and consultants of our company or any of
our related entities, which include our subsidiaries or any entities in which we hold a substantial ownership
interest. However, we may grant options that are intended to qualify as incentive share options, or ISOs,
only to our employees and employees of our majority-owned subsidiaries.
Plan Administration. The compensation committee of our board of directors, or a committee
designated by the compensation committee, will administer the 2007 Share Incentive Plan. However,
awards made to our independent directors must be approved by the entire board of directors. The
compensation committee or the full board of directors, as appropriate, will determine the individuals who
will receive grants, the types of awards to be granted and terms and conditions of each award grant,
including any vesting or forfeiture restrictions.
Award Agreement. Awards granted under our 2007 Share Incentive Plan will be evidenced by an
award agreement that will set forth the terms, conditions and limitations for each award. In addition, in the
case of options, the award agreement may also specify whether the option constitutes an ISO or a non-
qualifying share option.
Acceleration of Awards upon Corporate Transactions. The outstanding awards will accelerate upon
occurrence of a change-of-control corporate transaction where the successor entity does not assume our
outstanding awards under the 2007 Share Incentive Plan. In such event, each outstanding award will
become fully vested and immediately exercisable, and the transfer restrictions on the awards will be
released and any forfeiture provisions will terminate immediately before the date of the change-of-control
transaction. If the successor entity assumes our outstanding awards and later terminates the grantee’s
service without cause within 12 months of the change-of-control transaction, the outstanding awards will
automatically become fully vested and exercisable.
Exercise Price and Term of Awards. The exercise price per share subject to an option will be
determined by the plan administrator and set forth in the award agreement which may be a fixed or variable
price related to the fair market value of our ordinary shares; provided, however, that no options may be
granted to an individual subject to taxation in the United States at less than the fair market value on the
date of grant. To the extent not prohibited by applicable laws or any exchange rule, a downward adjustment
of the exercise prices of any outstanding options may be made in the absolute discretion of the plan
administrator and will be effective without the approval of our shareholders or the approval of the affected
participants. If we grant an ISO to an employee who, at the time of that grant, owns shares representing
more than 10% of the voting power of all classes of our share capital, the exercise price cannot be less than
110% of the fair market value of our ordinary shares on the date of that grant. The term of each award will
be stated in the award agreement. The term of an award shall not exceed 10 years from the date of the grant,
except that five years is maximum term of an ISO granted to an employee who holds more than 10% of the
voting power of our share capital.
Amendment and Termination. Our board of directors may at any time amend, suspend or terminate
the 2007 Share Incentive Plan. Amendments to the 2007 Share Incentive Plan are subject to shareholder
approval to the extent required by law, or stock exchange rules or regulations. Additionally, shareholder
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approval will be specifically required to increase the number of shares available for issuance under the
2007 Share Incentive Plan or to extend the term of an option beyond ten years. Unless terminated earlier,
the 2007 Share Incentive Plan will expire and no further awards may be granted after the tenth anniversary
of the shareholder approval of the 2007 Share Incentive Plan.
As of March 31, 2021, options to purchase 400,000 ordinary shares were outstanding. The following
table summarizes the outstanding options as of March 31, 2020.
Name(1)
Options
Outstanding
Exercise Price (Per
Ordinary
Share)( US$)
Grant Date
Expiration Date
Mengbo Yin ...................
400,000
0.001
March 12, 2012 March 12, 2022
(1) Upon cash exercise of all of the share options beneficially owned by Mr. Chunlin Wang, Mr. Peng
Ge and Mr. Yinan Hu in November 2017, 4,050,000, 5,350,000 and 6,500,000 ordinary shares have
been issued to Kingsford Resources, Green Ease and Sea Synergy which were respectively 100%
beneficially owned by Mr. Wang, Mr. Ge and Mr. Hu.
2014 Share Issuance to Employees
In November 2014, we entered into share purchase agreements with companies established on behalf
of our employees, or the 2014 Employee Companies, for the issuance of up to 100,000,000 ordinary shares
of our company. In December 2014, we increased the new shares issued to the employees to 150,000,000
ordinary shares, representing approximately 13.0% of our then enlarged total share capital upon completion
of the transaction. The purchase price for the 100,000,000 ordinary shares was US$0.27 per ordinary share
or US$5.40 per ADS, while the purchase price for the additional 50,000,000 ordinary shares was US$0.29
per ordinary share or US$5.80 per ADS, both of which are the average closing prices for the 20 trading
days prior to the board approvals. As of March 31, 2021, there were 92,646,780 ordinary shares outstanding
held by the 2014 Employee Companies.
521 Plan
On June 14, 2018, we obtained approval from our board of directors to implement the 521 Plan, which
enabled eligible Participants to participate in our growth by purchasing a total of 14 million of the
Company’s ADSs at a price of US$27.38 per ADS. The Participants in the 521 Plan include entrepreneurial
team leaders, general managers of our provincial branches or subsidiaries, and key managerial personnel,
excluding senior management.
In order to facilitate the purchase of the shares by the Participants, 90% of the total subscription cost
of the shares under the 521 Plan was funded by loans granted to the individual Participants by us, while the
remaining 10% was contributed directly by the individual Participants. The loans each bear interest at a
rate of 8% per annum and is repayable by December 31, 2023 or upon the termination of employment or
agent agreement, whichever is earlier.
As the performance targets were not met by the Participants, we entered into supplemental agreement
with the Participants to cancel the 521 Plan in December 2020, upon which all the relevant original
contractual agreements that we entered into relating to the 521 Plan were terminated and lapsed. Further,
all subscribed shares have been returned and cancelled while the share right deposits contributed by the
Participants were refunded back to the Participants, with termination of the Participants' obligation to repay
us the non-recourse loan principal and interest.
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C. Board Practices
Board of Directors
Our board of directors consists of seven directors. Under our currently effective amended and restated
memorandum and articles of association, a director is not required to hold any shares in our company by
way of qualification. A director may vote with respect to any contract, proposed contract or arrangement
in which he is materially interested. The directors may exercise all the powers of our company to borrow
money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities
whenever money is borrowed or as security for any obligation of our company or of any third-party. The
directors may receive such remuneration as our board of directors may determine from time to time. There
is no age limit requirement for directors.
In compliance with Rule 5605 of the Nasdaq Listing Rules, a majority of our directors and all of the
committee members of our board of directors are independent directors. During 2020, our board of directors
met in person or passed resolutions by unanimous written consent eight times. In addition, our independent
directors held executive sessions without the presence of non-independent directors or members of
management twice during 2020. We have no specific policy with respect to director attendance at our
annual general meetings of shareholders.
Committees of the Board of Directors
We have established four committees under the board of directors: the audit committee, the
compensation committee, the corporate governance and nominating committee and financial reporting and
disclosure committee, and have adopted a charter for each of the committees. Each committee’s members
and functions are described below.
Audit Committee. Our audit committee consists of Allen Lueth (chairman), Stephen Markscheid and
Mengbo Yin, all of whom satisfy the “independence” requirements of Rule 5605 of the Nasdaq Listing
Rules and Rule 10A-3 under the Securities Exchange Act of 1934. The audit committee oversees our
accounting and financial reporting processes and the audits of the financial statements of our company. The
audit committee is responsible for, among other things:
selecting the independent auditors and pre-approving all auditing and non-auditing services
permitted to be performed by the independent auditors;
reviewing with the independent auditors any audit problems or difficulties and management’s
response;
reviewing and approving all proposed related-party transactions;
discussing the annual audited financial statements with management and the independent auditors;
reviewing major issues as to the adequacy of our internal controls and any special audit steps
adopted in light of material control deficiencies;
annually reviewing and reassessing the adequacy of our audit committee charter;
meeting separately and periodically with management, the independent auditors and the internal
auditor; and
reporting regularly to the full board of directors.
In 2020, our audit committee held meetings or passed resolutions by unanimous written consent four
times.
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Compensation Committee. Our compensation committee consists of Stephen Markscheid (chairman),
Allen Lueth and Yunxiang Tang, all of whom satisfy the “independence” requirements of Rule 5605 of the
Nasdaq Listing Rules. Our compensation committee assists the board of directors in reviewing and
approving the compensation structure of our directors and executive officers, including all forms of
compensation to be provided to our directors and executive officers. Our chief executive officer may not
be present at any committee meeting during which his compensation is deliberated. The compensation
committee is responsible for, among other things:
reviewing and recommending to the board with respect to the total compensation package for our
chief executive officer;
approving and overseeing the total compensation package for our executives other than the chief
executive officer;
reviewing and making recommendations to the board with respect to the compensation of our
directors; and
reviewing periodically and approving any long-term incentive compensation or equity plans,
programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.
In 2020, our compensation committee held meetings or passed resolutions by unanimous written
consent twice.
Corporate Governance and Nominating Committee. Our corporate governance and nominating
committee consists of Mengbo Yin (chairman), Allen Lueth and Stephen Markscheid, all of whom satisfy
the “independence” requirements of Rule 5605 of the Nasdaq Listing Rules. The corporate governance and
nominating committee assists our board of directors in identifying individuals qualified to become our
directors and in determining the composition of the board and its committees. The corporate governance
and nominating committee is responsible for, among other things:
identifying and recommending to the board nominees for election or re-election to the board, or
for appointment to fill any vacancy;
reviewing annually with the board the current composition of the board in light of the
characteristics of independence, skills, experience and availability of service to us;
identifying and recommending to the board the names of directors to serve as members of the
audit committee and the compensation committee, as well as the corporate governance and
nominating committee itself;
advising the board periodically with respect to significant developments in the law and practice
of corporate governance, as well as our compliance with applicable laws and regulations, and
making recommendations to the board on all matters of corporate governance and on any
corrective action to be taken; and
monitoring compliance with our code of business conduct and ethics, including reviewing the
adequacy and effectiveness of our procedures to ensure proper compliance.
In 2020, our corporate governance and nominating committee held meetings or passed resolutions by
unanimous written consent twice.
Financial Reporting and Disclosure Committee. Our financial reporting and disclosure committee
consists of Peng Ge (chairman), Allen Lueth, and two of our non-executive employees including our
financial controller and our internal legal counsel. The financial reporting and disclosure committee assist
our CEO and CFO (collectively, the “Senior Officers”) in fulfilling their responsibility to oversee the
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accuracy, completeness and timeliness of our public reporting and disclosure. The financial reporting and
disclosure committee is responsible for, among other things:
Review and, as necessary, help revise our controls and procedures that are designed to ensure
that: (i) information required to be disclosed by us to the SEC and other information that our
company publicly discloses is recorded, processed, summarized and reported accurately and on
a timely basis; and (ii) information is accumulated and communicated to management, including
the Senior Officers, as appropriate to allow timely decisions regarding such reporting and
disclosure (collectively, the "Reporting and Disclosure Controls and Procedures");
Assist in documenting and monitoring the integrity and effectiveness of our Reporting and
Disclosure Controls and Procedures; and
Review the Company's: (i) periodic and current reports, proxy statements, information statements,
registration statements and any other information filed with or furnished to the SEC; (ii) press
releases containing financial information, earnings guidance, information about material
acquisitions or dispositions or other information material to the Company's securityholders; (iii)
correspondence broadly disseminated to securityholders; (iv) other relevant communications or
presentations (collectively, the “Reporting and Disclosure Statements”); and (v) unusual and
complex transactions, new accounting standard adoption and disclosure, new SEC reporting
requirements.
In 2020, our financial reporting and disclosure committee held meetings by unanimous written consent
four times.
Duties of Directors
Under Cayman Islands law, our directors have a fiduciary duty to act honestly, in good faith and with
a view to our best interests. Our directors also have a duty to exercise the skill they actually possess and
such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In
fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated
memorandum and articles of association as amended and restated from time to time. In certain limited
circumstances, it may be possible for our shareholders to bring a derivative action on behalf of our company
if a duty owed by our directors to our company is breached.
Terms of Directors and Executive Officers
All directors hold office until their successors have been duly elected and qualified. Outside of certain
specified circumstances, including resigning, becoming bankrupt or being of unsound mind or being absent
from board meetings without special leave of absence for six consecutive months and the board of directors
resolves that his office be vacated, a director may only be removed by a special resolution of the
shareholders. Officers are elected by and serve at the discretion of the board of directors. We do not have
contracts in place with any of our directors providing for benefits upon termination of employment. For the
period during which the directors and executives have served in the office, please see “Item 6. Directors,
Senior Management and Employees — A. Directors and Senior Management.”
D. Employees
Employees, Sales Agents and Training
We had 3,863, 4,746 and 4,926 employees as of December 31, 2018, 2019 and 2020, respectively. We
consider our relations with our employees to be good. The following table sets forth the number of our
employees by function as of December 31, 2020:
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Management and administrative staff .....................................
Financial and accounting staff ...............................................
Professional claims adjustors ..................................................
Information technology staff ...................................................
Total ......................................................................................
Number of
Employees
% of Total
2,972
183
1,673
98
4,926
60.3
3.7
34.0
2.0
100.0
As of December 31, 2018, 2019 and 2020, we had 807,858 and 670,104 and 362,580 registered sales
representatives, respectively. A majority of these sales representatives are independent sales agents who
are not our employees and are only compensated by commissions. We have contractual relationships with
these sales agents. We primarily distribute life insurance policy with a periodic premium payment schedule.
For the sale of each of such life insurance policy, we pay the sales agent who has generated the sale periodic
commissions based on a percentage of the commissions and fees we receive from the insurance companies
for the sale and renewal of that policy, generally up to the first five years of the premium payment period,
and retain all commissions and fees we continue to receive from insurance companies for the rest of the
premium payment period. For the sale of each life insurance policy with a single premium payment
schedule or property and casualty insurance policy, we pay the sales agent who has generated the sale a
single commission based on a percentage of the commission and fee we receive from insurance companies
for the sale of that policy. For the sale of each auto insurance policy facilitated through Lan Zhanggui, the
sales agent who has generated the sale will be paid a single commission based on a percentage of the
insurance premiums he or she generated by our third party auto insurance aggregator site partners.
Our life insurance sales agents are typically organized into sales teams with a multilevel hierarchy,
typically with five layers. A life insurance sales agent not only receives a commission for the insurance
policies that he or she sells, but also a commission for insurance policies sold by agents under his or her
management. In selected major cities, we are currently experimenting establishing a sales force organized
with a flatter hierarchy, under which a life insurance sales agent will only receive commissions for the
insurance policies he or she sells.
Our sales agents, in-house sales representatives and claims adjustors are valuable to us and are
instrumental in helping us build and maintain long-term relationships with our customers. Therefore, we
place a strong emphasis on training our sales force. We provide trainings to both new sales agents and
existing sales agents, on a monthly or quarterly basis, both offline and online. For new sales agents, we
offer orientation courses that are designed to familiarize them with corporate culture, insurance products,
and sales skills. For the existing sales agents, we offer on-the-job training courses that aim to enhance their
sales skills and knowledge of different insurance products and develop skills to build and manage their own
sales teams. Online training courses are also available on Lan Zhangui, which enable sales agents to attend
the courses anytime anywhere.
E. Share Ownership
The following table sets forth information with respect to the beneficial ownership of our shares, as
of March 31, 2021, by:
each of our current directors and executive officers; and
each person known to us to own beneficially more than 5% of our shares.
As of March 31, 2021, there were 1,073,891,784 ordinary shares outstanding. Beneficial ownership is
determined in accordance with the rules and regulations of the SEC. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person, we include shares that the
person has the right to acquire within 60 days, including through the exercise of any option, warrant or
other right or the conversion of any other security. These shares, however, are not included in the
computation of the percentage ownership of any other person.
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Ordinary Shares Beneficially
Owned(1) (2)
Number
%
Directors and Executive Officers:
Chunlin Wang(3) ..............................................................................
Peng Ge(4) ........................................................................................
Yinan Hu(5) ......................................................................................
Stephen Markscheid ........................................................................
Allen Warren Lueth .........................................................................
Mengbo Yin
All Directors and Executive Officers as a Group ..............................
39,252,100
48,562,260
199,739,310
*
*
*
289,973,670
3.7%
4.5%
18.6%
*
*
*
27.0%
Principal Shareholders:
Sea Synergy Limited(6) .....................................................................
189,689,110
14.0%
* Less than 0.5% of our total outstanding ordinary shares.
† Except for our independent directors, the business address of our directors and executive officers is c/o
27/F, Pearl River Tower, No. 15 West Zhujiang Road, Guangzhou, Guangdong 510623, People’s
Republic of China.
(1) The number of shares beneficially owned by each director and executive officer includes the shares
beneficially owned by such person, the shares underlying all options held by such person that have
vested.
(2) Percentage of beneficial ownership of each director and executive officer is based on 1,073,981,784
ordinary shares outstanding as of March 31, 2021, and the number of ordinary shares underlying
options held by such person that have vested.
(3) Includes 39,252,100 ordinary shares held by Kingsford Resources Limited, or Kingsford Resources,
which is 100% held by Better Rise Investments. Better Rise is 100% held by a family trust, of which
Mr. Wang is the settlor and co-beneficiary. Pursuant to Section 13(d) of the Exchange Act and the rules
promulgated thereunder, Better Rise Investments and Mr. Wang may be deemed to beneficially own
all of the Ordinary Shares of the Issuer held by Kingsford Resources.
(4) Includes 48,562,260 ordinary share held by Green Ease, which is 100% held by High Rank Investments
Limited, or High Rank. High Rank was 100% held by a family trust, of which Mr. Ge is the settlor and
co-beneficiary. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder,
High Rank Investments and Mr. Ge may be deemed to beneficially own all of the Ordinary Shares of
the Issuer held by Green Ease.
(5) Includes (i) 10,041,200 ordinary shares in the form of ADSs directly held by Mr. Hu, and (ii)
189,698,110 ordinary shares of our company directly held by Sea Synergy Limited, or Sea Synergy.
Sea Synergy is 100% held by a family trust, of which Mr. Hu is the settlor and co-beneficiary. Pursuant
to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. Hu may be deemed to
beneficially own all of the Ordinary Shares of the Issuer held by Sea Synergy.
(6) Includes 189,698,110 ordinary shares of the Company directly held by Sea Synergy. The registered
address of Sea Synergy is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands.
None of our existing shareholders have different voting rights from other shareholders. We are not
aware of any arrangement that may, at a subsequent date, result in a change of control of our company. As
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of March 31, 2021, J.P. Morgan Chase Bank, N.A., or J.P. Morgan, the depositary for our ADS program,
is our only record holder in the United States, holding approximately 61.8% of our total outstanding
ordinary shares. The number of beneficial owners of our ADSs in the United States is likely much larger
than the number of record holders of our ordinary shares in the United States.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
Please refer to “Item 6. Directors, Senior Management and Employees E. Share Ownership.”
B. Related Party Transactions
Employment Agreements
See “Item 6. Directors, Senior Management and Employees — A. Directors and Senior Management
— Employment Agreements” for a description of the employment agreements we have entered into with
our senior executive officers.
Share Options
Please refer to “Item 6. Directors, Senior Management and Employees — B. Compensation.”
C.
Interests of Experts and Counsel
Not applicable.
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
See “Item 18. Financial Statements.”
Legal and Regulatory Proceedings
‘‘We are currently not a party to any material litigation or legal proceeding that may have a material
adverse impact on our business or operations. However, we are and may continue to be subject to various
claims and legal actions arising in the ordinary course of business. In addition, the CBIRC may make
inquiries and conduct examinations concerning our compliance with PRC laws and regulations from time
to time. These administrative proceedings have resulted in administrative sanctions, including fines of
RMB130,000 in aggregate in 2020, which were not material to us. While we cannot predict the outcome
of any pending or future examination, we do not believe that any pending legal matter will have a material
adverse effect on our business, financial condition or results of operations. However, we cannot assure you
that any future regulatory proceeding will not have an adverse outcome, which could have a material
adverse effect on our operating results or cash flows.
Dividend Policy
Our board of directors has discretion as to whether to distribute dividends, subject to certain
restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or
share premium account, and provided always that in no circumstances may a dividend be paid unless,
immediately following the date on which it is to be paid, our company will be able to pay its debts as they
fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare
a dividend, but no dividend may exceed the amount recommended by our directors. The timing, amount
and form of dividends, if any, will depend on, among other things, our future results of operations and cash
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flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our
subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board
of directors.
On February 28, 2017, our board of directors approved a cash dividend policy, which provided for an
annual cash dividend to shareholders of no less than 30% of our net income attributable to shareholders in
the previous fiscal year. On April 20, 2017, our board of directors declared an annual cash dividend of
US$0.006 per ordinary share, or US$0.12 per ADS, payable on or around May 18, 2017 to shareholders of
record on May 8, 2017.
On September 18, 2017, our board of directors modified the dividend policy to adopt a quarterly
payment schedule in lieu of an annual dividend, with the dividend payout ratio of no less than 50% of net
operating income attributable to the Company's shareholders instead of no less than 30% under the annual
dividend policy previously announced on April 20, 2017. The following table summarizes the quarterly
dividend payments since the announcement of the quarterly dividend policy.
Declaration Date
November 20, 2017
March 9, 2018
May 12, 2018
August 18, 2018
November 17, 2018
March 18, 2019
May 22, 2019
August 20, 2019
November 20, 2019
March 18, 2020
May 26, 2020
August 24, 2020
November 24, 2020
March 22, 2021
Quarterly Dividend (Per
Ordinary Share)( US$)
Quarterly Dividend
(Per ADS)( US$)
0.01
0.01
0.0125
0.0125
0.0125
0.0125
0.0150
0.0150
0.0150
0.0150
0.0125
0.0125
0.0125
0.0125
0.20
0.20
0.25
0.25
0.25
0.25
0.30
0.30
0.30
0.30
0.25
0.25
0.25
0.25
Record Date
Payable Date
December 8, 2017
December 22, 2017
March 26, 2018
June 4, 2018
April 10, 2018
June 11, 2018
September 5, 2018
September 19, 2018
December 5, 2018
December 20, 2018
March 21, 2019
June 6, 2019
April 3, 2019
June 20, 2019
September 4, 2019
September 19, 2019
December 5, 2019
December 19, 2019
April 2, 2020
June 10, 2020
April 16, 2020
June 24, 2020
September 8, 2020
September 22, 2020
December 9, 2020
December 23, 2020
March 31, 2021
April 15, 2021
When we pay dividends, we pay our ADS holders to the same extent as holders of our ordinary shares,
subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Any
dividend we declare will be distributed by the depositary bank to the holders of our ADSs. Cash dividends
on our ordinary shares, will be paid in U.S. dollars. Currently, we have no plan to repatriate the remaining
undistributed earnings from our subsidiaries in China and we intend to retain all of our available funds held
by subsidiaries in China and their future earnings to operate and expand our business.
We are a holding company incorporated in the Cayman Islands. We rely on dividends from our
subsidiaries in China or share premium to fund our payment of dividends, if any, to our shareholders.
Current PRC regulations permit our subsidiaries to pay dividends to us only out of their accumulated profits,
if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our
subsidiaries in China is required to set aside a certain amount of its accumulated after-tax profits each year,
if any, to fund certain statutory reserves. These reserves may not be distributed as cash dividends. Further,
if our subsidiaries in China incur debt on their own behalf, the instruments governing the debt may restrict
their ability to pay dividends or make other payments to us. Furthermore, there are still uncertainties under
the new PRC EIT law and the related regulations regarding whether the dividends we receive from our
PRC subsidiaries or dividends paid to our shareholders will be subject to PRC withholding tax. See “Item
3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — Our global income
or the dividends we receive from our PRC subsidiaries may be subject to PRC tax under the EIT Law,
which could have a material adverse effect on our results of operations.” and “Item 3. Key Information —
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D. Risk Factors — Risks Related to Doing Business in China — Under the EIT Law, dividends payable by
us and gains on the disposition of our shares or ADSs could be subject to PRC taxation.”
B. Significant Changes
We have not experienced any significant changes since the date of our audited consolidated financial
statements included in this annual report.
Item 9. The Offer and Listing
A. Offer and Listing Details
Not applicable
B. Plan of Distribution
Not applicable.
C. Markets
Our ADSs, each representing 20 ordinary shares, is listed on the Nasdaq Global Select Market under
the symbol “FANH.” From October 31, 2007 until December 6, 2016, our ticker symbol was “CISG.”
From October 31, 2007 until January 1, 2009, our ADSs were listed on the Nasdaq Global Market.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
Item 10. Additional Information
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
The following are summaries of material provisions of our amended and restated memorandum and
articles of association, as adopted by our shareholders by special resolution at the extraordinary general
meeting held on December 6, 2016, as well as the Cayman Companies Law insofar as they relate to the
material terms of our ordinary shares.
Registered Office and Objects
The registered office of our company is at the offices of Maples Corporate Services Limited, PO Box
309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman
Islands as our board of directors may decide. The objects for which our company is established are
unrestricted and we have full power and authority to carry out any object not prohibited by the Companies
Law or as the same may be revised from time to time, or any other law of the Cayman Islands.
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Board of Directors
See “Item 6. Directors, Senior Management and Employees — C. Board Practices — Board of
Directors.”
Ordinary Shares
General. Our authorized share capital consists of 10,000,000,000 ordinary shares, with a par value of
US$0.001 each. All of our issued and outstanding ordinary shares are fully paid and non-assessable.
Certificates representing the ordinary shares are issued in registered form. Our shareholders who are
nonresidents of the Cayman Islands may freely hold and vote their shares.
Dividend Rights. The holders of our ordinary shares are entitled to such dividends as may be declared
by our board of directors subject to the Companies Law.
Voting Rights. On a show of hands, each shareholder present in person or by proxy (or, for a
corporation or other non-natural person, present by its duly authorized representative or proxy) at general
meeting shall have one vote and on a poll, shall have one vote for each share registered in his name in the
register of members of our company. Voting at any meeting of shareholders is by show of hands unless a
poll is demanded. A poll may be demanded by the chairman of the meeting or by any one or more
shareholders together holding at least ten percent of our paid up voting share capital, present in person or
by proxy.
A quorum required for a meeting of shareholders consists of shareholders holding in aggregate not
less than one-third of our issued voting share capital present in person or by proxy or, if a corporation or
other non-natural person, by its duly authorized representative. We may, but are not obliged, to hold an
annual general meeting of shareholders. General meetings may be convened by our board of directors on
its own initiative or upon a request to the directors by shareholders holding in aggregate not less than one-
third of our voting share capital. Advance notice of at least 14 calendar days is required for the convening
of our annual general meeting and other shareholders meetings.
An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple
majority of the votes attaching to the ordinary shares cast in a general meeting or may be approved in
writing by all of the shareholders entitled to vote at a general meeting, while a special resolution requires
the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast in a general
meeting or may be passed as a unanimous written resolution. A special resolution is required for important
matters such as a change of name. Holders of the ordinary shares may effect certain changes by ordinary
resolution, including consolidating and dividing all or any of our share capital into shares of larger amount
than our existing shares, and canceling any shares which have not been taken or agreed to be taken.
Transfer of Shares. Subject to the restrictions of our articles of association, as applicable, any of our
shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual
or common form or any other form approved by our board.
Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption
or purchase of shares), assets available for distribution among the holders of ordinary shares may be
distributed among the holders of the ordinary shares as determined by the liquidator, subject to sanction of
an ordinary resolution of our company.
Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls
upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least
14 days prior to the specified time of payment. The shares that have been called upon and remain unpaid
on the specified time are subject to forfeiture.
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Redemption, Repurchase and Surrender of Shares. Subject to the provisions of the Companies Law
and our articles of association, we may issue shares on terms that they are subject to redemption, at our
option or at the option of the holders, on such terms and in such manner as our board of directors may
determine before the issue of such shares. We also may purchase our own shares, provided that our
shareholders have approved the manner of purchase by ordinary resolution or the manner of purchase is in
accordance with that specified in our articles of association. The manner of purchase specified in our
articles of association, which cover purchases of shares listed on an internationally recognized stock
exchange and shares not so listed, is in accordance with Section 37(2) of the Companies Law or any
modification or reenactment thereof for the time being in force. In addition, our company may accept the
surrender of any fully paid share for no consideration. Pursuant to the Companies Law, upon the repurchase,
redemption or surrender of shares, the board of directors can determine whether or not to cancel those
shares or hold them as treasury shares pending cancellation, transfer or sale. The company must obtain
authorization to hold such shares as treasury shares either in accordance with the procedures set out in the
company’s articles of association or (if there are none) by a board resolution before being repurchased,
redeemed or surrendered in accordance with the usual rules and articles.
Variations of Rights of Shares. All or any of the special rights attached to any class of shares may,
subject to the provisions of the Companies Law, be varied either with the written consent of the holders of
a majority of the issued shares of that class or with the sanction of a special resolution passed at a general
meeting of the holders of the shares of that class.
Inspection of Books and Records. Holders of our ordinary shares have no general right under Cayman
Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we
make our annual reports, which contain our audited financial statements, available to our shareholders. See
“Item 10. Additional Information — H. Documents on Display.”
C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and
other than those described in “Item 4. Information on the Company” or elsewhere in this annual report.
D. Exchange Controls
See “Item 4. Information on the Company — B. Business Overview — Regulation — Regulations on
Foreign Exchange.”
E. Taxation
The following summary of the material Cayman Islands, PRC and United States federal income tax
consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant
interpretations thereof in effect as of the date of this annual report, all of which are subject to prospective
and retroactive change and is included here for information purposes only. This summary is not intended
to be, and should not be construed as, legal or tax advice, does not consider any investor’s particular
circumstances, and does not deal with all possible tax consequences relating to an investment in our ADSs
or ordinary shares, such as the tax consequences under state, local and other tax laws.
Cayman Islands Taxation
According to Maples and Calder (Hong Kong) LLP, our Cayman Islands counsel, the Cayman Islands
currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation
and there is no taxation in the nature of inheritance tax ,estate duty or gift tax. No Cayman Islands stamp
duty will be payable unless an instrument is executed in, or after execution brought within the jurisdiction
of the Cayman Islands, or produced before a court of the Cayman Islands. The Cayman Islands is a party
to a double tax treaty with the United Kingdom but otherwise is not a party to any double tax treaties. There
are no exchange control regulations or currency restrictions in the Cayman Islands.
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PRC Taxation
Under the former PRC Income Tax Law for Enterprises with Foreign Investment and Foreign
Enterprises, any dividends payable by foreign-invested enterprises to non-PRC investors were exempt from
any PRC withholding tax. In addition, any interest or dividends payable, or distributions made, by us to
holders or beneficial owners of our ADSs or ordinary shares would not have been subject to any PRC tax,
provided that such holders or beneficial owners, including individuals and enterprises, were not deemed to
be PRC residents under the PRC tax law and had not become subject to PRC tax.
Under the EIT Law, which took effect as of January 1, 2008, which was subsequently amended on
March 16, 2007, February 24, 2017 and December 29, 2018, enterprises established under the laws of non-
PRC jurisdictions but whose “de facto management body” is located in China are considered “resident
enterprises” for PRC tax purposes. Under the implementation regulations issued by the State Council
relating to the new law, “de facto management bodies” are defined as the bodies that have material and
overall management control over the business, personnel, accounts and properties of an enterprise. On April
22, 2009, SAT, issued SAT Circular 82, which provides certain specific criteria for determining whether
the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in
China. In addition, the SAT issued a bulletin on July 27, 2011 providing more guidance on the
implementation of Circular 82 and clarifies matters such as resident status determination. Substantially all
of our management are currently based in China, and may remain in China in the future. If we were treated
as a “resident enterprise” for PRC tax purposes, we would be subject to PRC income tax on our worldwide
income at a uniform tax rate of 25%, but dividends received by us from our PRC subsidiaries may be
exempt from the income tax.
Under the new law and its implementation regulations, dividends paid to a non-PRC investor are
generally subject to a 10% or 5% PRC withholding tax, if such dividends are derived from sources within
China and the non-PRC investor is considered to be a non-resident enterprise without any establishment or
place of business within China or if the dividends paid have no connection with the non-PRC investor’s
establishment or place of business within China, unless such tax is eliminated or reduced under an
applicable tax treaty. Similarly, any gain realized on the transfer of ADSs or shares by such investor is also
subject to a 10% or 5% PRC withholding tax if such gain is regarded as income derived from sources within
China, unless such tax is eliminated or reduced under an applicable tax treaty.
If we were considered a PRC “resident enterprise,” it is possible that the dividends we pay with respect
to our ADSs or ordinary shares, or the gain you may realize from the transfer of our ADSs or ordinary
shares, would be treated as income derived from sources within China and be subject to the 10% or 5%
PRC withholding tax.
Income Tax and Withholding Tax
The EIT Law, applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises
and domestic enterprises. The EIT Law imposes a withholding tax of 10% on dividends distributed by a
PRC foreign-invested enterprise to its immediate holding company outside of China, if such immediate
holding company is considered a “non-resident enterprise” without any establishment or place within China
or if the received dividends have no connection with the establishment or place of such immediate holding
company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax
treaty with China that provides for a different withholding arrangement. Holding companies in Hong Kong,
for example, are subject to a 5% withholding tax rate. The Cayman Islands, where we are incorporated,
does not have such a tax treaty with China. Thus, dividends paid to us by our subsidiaries in China may be
subject to the 10% withholding tax if we are considered a “non-resident enterprise” under the EIT Law.
Under the EIT Law and its implementation rules, any interest or premium with respect to the notes
and any gains realized on the transfer of the notes by holders who are deemed under the EIT Law as non-
resident enterprise may be subject to PRC enterprise income tax if such interest, premium or gains are
regarded as income derived from sources within the PRC. Under the EIT Law, a “non-resident enterprise”
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means an enterprise established under the laws of a jurisdiction other than the PRC and whose actual
administrative organization is not in the PRC but has established offices or premises in the PRC, or which
has not established any offices or premises in the PRC but has obtained incomes derived from sources
within the PRC.
The EIT Law provides that enterprises established outside of China whose “de facto management
bodies” are located in China are considered “resident enterprises” and are therefore subject to PRC
enterprise income tax at the rate of 25% with respect to their income sourced from both within and outside
of China. The Implementing Regulation defines the term “de facto management body” as a management
body that exercises substantial and overall control and management over the production and operations,
personnel, accounting and properties of an enterprise. Circular 82 provides certain specific criteria for
determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated
enterprise is located in China. The Resident Enterprise Administrative Measures provide clarification for
resident status determination and competent tax authorities. However, Circular 82 and the Resident
Enterprise Administrative Measures apply only to offshore enterprises controlled by PRC enterprises, not
those invested in or controlled by PRC individuals, like our company. Currently there are no further detailed
rules or precedents applicable to us regarding the procedures and specific criteria for determining “de facto
management body” for the company of our type. It is still unclear if the PRC tax authorities would
determine that we should be classified as a PRC “resident enterprise.”
Although we have not been notified that we are treated as a PRC resident enterprise, we cannot assure
you that we will not be treated as a “resident enterprise” under the EIT Law, any aforesaid circulars or any
amended regulations in the future. If we are treated as a PRC resident enterprise for PRC enterprise income
tax purposes, among other things, we would be subject to the PRC enterprise income tax at the rate of 25%
on our worldwide taxable income. Furthermore, if we are treated as a PRC resident enterprise, payments
of dividends and/or other expenses of similar nature by us may be regarded as derived from sources within
the PRC and therefore we may be obligated to withhold PRC income tax at 10% on payments of dividends
on the ADSs or shares and/or interest or other expenses of similar nature on the notes to non-PRC resident
enterprise investors. In the case of non-PRC resident individual investors, the tax may be withheld at a rate
of 20%.
In addition, if we are treated as a PRC resident enterprise, any gain realized on the transfer of the
ADSs and/or ordinary shares by non-PRC resident investors may be regarded as derived from sources
within the PRC and accordingly may be subject to a 10% PRC income tax in the case of non-PRC resident
enterprises or 20% in the case of non-PRC resident individuals. The PRC tax on interest or gains may be
reduced or exempted under applicable tax treaties between the PRC and the ADS holder’s home country.
For example, according to an arrangement between the PRC and Hong Kong, for the avoidance of double
taxation, ADS holders who are Hong Kong residents, including both enterprise holders and individual
holders, may be exempted from PRC income tax on capital gains derived from a sale or exchange of the
notes.
United States Federal Income Taxation
The following discussion describes the material United States federal income tax consequences to a
United States Holder (as defined below), under current law, of an investment in our ADSs or ordinary
shares. This discussion is based on the federal income tax laws of the United States as of the date of this
annual report on Form 20-F, including the United States Internal Revenue Code of 1986, as amended (the
“Code”), existing and proposed Treasury Regulations promulgated thereunder, judicial authority, published
administrative positions of the United States Internal Revenue Service (“IRS”) and other applicable
authorities, all as of the date of this annual report on Form 20-F. All of the foregoing authorities are subject
to change, which change could apply retroactively and could significantly affect the tax consequences
described below. We have not sought any ruling from the IRS with respect to the statements made and the
conclusions reached in the following discussion and there can be no assurance that the IRS or a court will
agree with our statements and conclusions. This summary does not discuss the so-called Medicare tax on
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net investment income, any United States federal non-income tax laws, including the United States federal
estate and gift tax laws, or the laws of any state, local or non-United States jurisdiction.
This discussion applies only to a United States Holder (as defined below) that holds ADSs or ordinary
shares as capital assets for United States federal income tax purposes (generally, property held for
investment). The discussion neither addresses the tax consequences to any particular investor nor describes
all of the tax consequences applicable to persons in special tax situations, such as:
banks and certain other financial institutions;
insurance companies;
regulated investment companies;
real estate investment trusts;
brokers or dealers in stocks and securities, or currencies;
persons who use or are required to use a mark-to-market method of accounting;
certain former citizens or residents of the United States subject to Section 877 of the Code;
entities subject to the United States anti-inversion rules;
tax-exempt organizations and entities;
persons subject to the alternative minimum tax provisions of the Code;
persons whose functional currency is other than the United States dollar;
persons holding ADSs or ordinary shares as part of a straddle, hedging, conversion or integrated
transaction;
persons holding ADSs or ordinary shares through a bank, financial institution or other entity, or
a branch thereof, located, organized or resident outside the United States;
persons that actually or constructively own ADSs or ordinary shares representing 10% or more
of our voting power or value;
persons who acquired ADSs or ordinary shares pursuant to the exercise of an employee stock
option or otherwise as compensation;
partnerships or other pass-through entities, or persons holding ADSs or ordinary shares through
such entities;
persons required to accelerate the recognition of any item of gross income with respect to our
ADSs or ordinary shares as a result of such income being recognized on an applicable financial
statement; or
persons that hold, directly, indirectly or by attribution, ADSs, ordinary shares or other ownership
interests in us prior to our initial public offering.
If a partnership (including an entity or arrangement treated as a partnership for United States federal
income tax purposes) holds our ADSs or ordinary shares, the tax treatment of a partner in the partnership
generally will depend upon the status of the partner and the activities of the partnership. A partnership or a
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partner in a partnership holding our ADSs or ordinary shares should consult its tax advisors regarding the
tax consequences of investing in and holding our ADSs or ordinary shares.
The following discussion is for informational purposes only and is not a substitute for careful tax
planning and advice. Investors should consult their tax advisors with respect to the application of
the United States federal income tax laws to their particular situations, as well as any tax
consequences arising under the federal estate or gift tax laws or the laws of any state, local or non-
United States taxing jurisdiction and under any applicable tax treaty.
For purposes of the discussion below, a “United States Holder” is a beneficial owner of our ADSs or
ordinary shares that is, for United States federal income tax purposes:
an individual who is a citizen or resident of the United States;
a corporation (or other entity treated as a corporation for United States federal income tax
purposes) created or organized in or under the laws of the United States, any state thereof or the
District of Columbia;
an estate, the income of which is subject to United States federal income taxation regardless of
its source; or
a trust, if (i) a court within the United States is able to exercise primary jurisdiction over its
administration and one or more United States persons have the authority to control all of its
substantial decisions or (ii) in the case of a trust that was treated as a domestic trust under the law
in effect before 1997, a valid election is in place under applicable Treasury Regulations to treat
such trust as a domestic trust.
The discussion below assumes that the representations contained in the deposit agreement and any
related agreement are true and that the obligations in such agreements will be complied with in accordance
with their terms.
ADSs
If you own our ADSs, then you should be treated as the owner of the underlying ordinary shares
represented by those ADSs for United States federal income tax purposes. Accordingly, deposits or
withdrawals of ordinary shares for ADSs should not be subject to United States federal income tax.
Passive Foreign Investment Company
Based on the market price of our ADSs, the value of our assets and the composition of our income
and assets, we do not believe we were a passive foreign investment company (“PFIC”) for United States
federal income tax purposes for our taxable year ended December 31, 2020. However, we believe we were
a PFIC for 2017 and prior years. In addition, we believe that it is likely that one or more of our subsidiaries
were also PFICs for such prior years. The determination of PFIC status is based on an annual determination
that cannot be made until the close of a taxable year, involves extensive factual investigation, including
ascertaining the fair market value of all of our assets on a quarterly basis and the character of each item of
income that we earn, and is subject to uncertainty in several respects. Accordingly, we cannot assure you
that we will not be a PFIC for any taxable year or that the IRS will not take a contrary position to any
determination we make.
We will be a PFIC for United States federal income tax purposes for any taxable year if, applying
applicable look-through rules, either:
at least 75% of our gross income for such year is passive income; or
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at least 50% of the value of our assets (generally determined based on a quarterly average) during
such year is attributable to assets that produce or are held for the production of passive income.
For this purpose, passive income generally includes dividends, interest, royalties and rents (other than
certain royalties and rents derived in the active conduct of a trade or business and not derived from a related
person). We will be treated as owning a proportionate share of the assets and earning a proportionate share
of the income of any other corporation in which we own, directly or indirectly, at least 25% by value of the
stock. Although the law in this regard is unclear, we treat our VIEs as being owned by us for United States
federal income tax purposes, because we exercise effective control over the operation of such entities and
because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their
results of operations in our consolidated United States GAAP financial statements.
Changes in the composition of our income and assets may cause us to be or become a PFIC. The
determination of whether we will be a PFIC for any taxable year may depend in part upon the value of our
goodwill and other unbooked intangibles not reflected on our balance sheet (which may depend upon the
market price of our ADSs or ordinary shares from time to time, which may fluctuate significantly) and also
may be affected by how, and how quickly, we spend our liquid assets and the cash we generate from our
operations and raise in any offering. Among other matters, if our market capitalization declines, we may
be or become a PFIC because our liquid assets and cash (which are for this purpose considered assets that
produce passive income) may then represent a greater percentage of our overall assets. Further, while we
believe our classification methodology and valuation approach is reasonable, it is possible that the IRS may
challenge our classification or valuation of our goodwill and other unbooked intangibles, which may result
in our being or becoming a PFIC for the current or one or more future taxable years.
If we are a PFIC for any taxable year (as we believe we were for 2017 and prior years) during which
you hold ADSs or ordinary shares, we will continue to be treated as a PFIC with respect to you for all
succeeding years during which you hold ADSs or ordinary shares, unless we cease to be a PFIC (as we
believe we did in 2018) and you make a “deemed sale” election with respect to the ADSs or ordinary shares,
as applicable. If such election is made, you will be deemed to have sold the ADSs or ordinary shares you
hold at their fair market value and any gain from such deemed sale would be subject to the rules described
in the following two paragraphs. After the deemed sale election, so long as we do not become a PFIC in a
subsequent taxable year, the ADSs or ordinary shares with respect to which such election was made will
not be treated as shares in a PFIC and, as a result, you will not be subject to the rules described below with
respect to any “excess distribution” you receive from us or any gain from an actual sale or other disposition
of the ADSs or ordinary shares. You are strongly urged to consult your tax advisors as to the possibility
and consequences of making a deemed sale election as we believe we ceased to be a PFIC in 2018.
If we are a PFIC for any taxable year (as we believe we were for 2017 and prior years) during which
you hold ADSs or ordinary shares, then, unless you make a “mark-to-market” election (as discussed below),
you generally will be subject to special and adverse tax rules with respect to any “excess distribution” that
you receive from us and any gain that you recognize from a sale or other disposition, including a pledge,
of the ADSs or ordinary shares. For this purpose, distributions that you receive in a taxable year that are
greater than 125% of the average annual distributions that you received during the shorter of the three
preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as an excess
distribution. Under these rules:
the excess distribution or recognized gain will be allocated ratably over your holding period for
the ADSs or ordinary shares;
the amount of the excess distribution or recognized gain allocated to the taxable year of
distribution or gain, and to any taxable years in your holding period prior to the first taxable year
in which we were treated as a PFIC, will be treated as ordinary income; and
the amount of the excess distribution or recognized gain allocated to each other taxable year will
be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each
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such year and the resulting tax will be subject to the interest charge generally applicable to
underpayments of tax.
If we are a PFIC for any taxable year (as we believe we were for 2017 and prior years) during which
you hold our ADSs or ordinary shares and any of our non-United States subsidiaries that are corporations
(or other corporations in which we own equity interests) is also a PFIC, you would be treated as owning a
proportionate amount (by value) of the shares of each such non-United States entity classified as a PFIC
(each such entity, “a lower tier PFIC”) for purposes of the application of these rules. You should consult
your tax advisors regarding the application of the PFIC rules to any of our lower tier PFICs.
If we are a PFIC for any taxable year (as we believe we were for 2017 and prior years) during which
you hold ADSs or ordinary shares, then in lieu of being subject to the tax and interest-charge rules discussed
above, you may make an election to include gain on our ADSs or ordinary shares as ordinary income under
a mark-to-market method, provided that our ADSs or ordinary shares constitute “marketable stock” (as
defined below). If you make a mark-to-market election for our ADSs or ordinary shares, you will include
in gross income for each year that we are a PFIC an amount equal to the excess, if any, of the fair market
value of the ADSs or ordinary shares you hold as of the close of your taxable year over your adjusted basis
in such ADSs or ordinary shares. You will be allowed a deduction for the excess, if any, of the adjusted
basis of the ADSs or ordinary shares over their fair market value as of the close of the taxable year. However,
deductions will be allowable only to the extent of any net mark-to-market gains on the ADSs or ordinary
shares included in your income for prior taxable years. Amounts included in your income under a mark-to-
market election, as well as any gain from the actual sale or other disposition of the ADSs or ordinary shares,
will be treated as ordinary income. Ordinary loss treatment will apply to the deductible portion of any mark-
to-market loss on the ADSs or ordinary shares, as well as to any loss from the actual sale or other disposition
of the ADSs or ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-
market gains previously included for such ADSs or ordinary shares. Your basis in the ADSs or ordinary
shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market
election, any distributions we make would generally be subject to the tax rules discussed below under “—
Dividends and Other Distributions on the ADSs or Ordinary Shares,” except the lower capital gains rate
applicable to qualified dividend income generally would not apply.
The mark-to-market election is available only for “marketable stock.” Marketable stock is stock that
is regularly traded on a qualified exchange or other market, as defined in applicable Treasury Regulations.
Our ADSs, but not our ordinary shares, are listed on the Nasdaq Global Select Market, which is a qualified
exchange or other market for these purposes. Consequently, if the ADSs remain listed on the Nasdaq Global
Select Market and are regularly traded, and you are a holder of ADSs, we expect that the mark-to-market
election will be available to you, but no assurances are given in this regard.
If you make a mark-to-market election, it will be effective for the taxable year for which the election
is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified
exchange or other market, or the IRS consents to the revocation of the election. You are urged to consult
your tax advisors regarding the availability of mark-to-market election, and whether making the election
would be advisable in your particular circumstances.
Because a mark-to-market election cannot be made for any lower tier PFICs that we may own, if we
were a PFIC for any taxable year (as we believe we were for 2017 and prior years), a United States Holder
that makes the mark-to-market election may continue to be subject to the tax and interest charges under the
general PFIC rules with respect to such United States Holder’s indirect interest in any investments held by
us that are treated as an equity interest in a PFIC for United States federal income tax purposes.
In certain circumstances, a United States shareholder in a PFIC may avoid the adverse tax and interest-
charge regime described above by making a “qualified electing fund” election to include in income its share
of the corporation’s income on a current basis. However, you may make a qualified electing fund election
with respect to your ADSs or ordinary shares only if we agree to furnish you annually with a PFIC annual
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information statement as specified in the applicable Treasury Regulations. We do not intend to prepare or
provide the information that would enable you to make a qualified electing fund election.
A United States Holder that holds our ADSs or ordinary shares in any year in which we are a PFIC
(as we believe we were for 2017 and prior years) will be required to file an annual report containing such
information as the United States Treasury Department may require. You are strongly urged to consult
your tax advisors regarding the impact of our ceasing to be a PFIC in 2018 on your investment in
our ADSs or ordinary shares, as well as the application of the PFIC rules to your investment in our
ADSs or ordinary shares and the availability, application and consequences of the elections discussed
above.
Dividends and Other Distributions on the ADSs or Ordinary Shares
Subject to the passive foreign investment company rules discussed above, the gross amount of any
distribution that we make to you with respect to our ADSs or ordinary shares (including any amounts
withheld to reflect PRC or other withholding taxes) will be taxable as a dividend, to the extent paid out of
our current or accumulated earnings and profits, as determined under United States federal income tax
principles. Such income (including any withheld taxes) will be includable in your gross income on the day
actually or constructively received by you, if you own the ordinary shares, or by the depositary, if you own
ADSs. Because we do not intend to determine our earnings and profits on the basis of United States federal
income tax principles, any distribution paid will generally be reported as a “dividend” for United States
federal income tax purposes. Such dividends will not be eligible for the dividends-received deduction
allowed to qualifying corporations under the Code.
Dividends received by a non-corporate United States Holder may qualify for the lower rates of tax
applicable to “qualified dividend income,” if the dividends are paid by a “qualified foreign corporation”
and other conditions discussed below are met. A non-United States corporation is treated as a qualified
foreign corporation (i) with respect to dividends paid by that corporation on shares (or American depositary
shares backed by such shares) that are readily tradable on an established securities market in the United
States or (ii) if such non-United States corporation is eligible for the benefits of a qualifying income tax
treaty with the United States that includes an exchange of information program. However, a non-United
States corporation will not be treated as a qualified foreign corporation if it is a passive foreign investment
company in the taxable year in which the dividend is paid or the preceding taxable year.
Under a published IRS Notice, common or ordinary shares, or American depositary shares
representing such shares, are considered to be readily tradable on an established securities market in the
United States if they are listed on the Nasdaq Global Select Market, as are our ADSs (but not our ordinary
shares). Based on existing guidance, it is unclear whether the ordinary shares will be considered to be
readily tradable on an established securities market in the United States, because only the ADSs, and not
the underlying ordinary shares, are listed on a securities market in the United States. We believe, but we
cannot assure you, that dividends we pay, if any, on the ordinary shares that are represented by ADSs, but
not on the ordinary shares that are not so represented, will, subject to applicable limitations, be eligible for
the reduced rates of taxation. In addition, if we are treated as a PRC resident enterprise under the PRC tax
law (see “Item 10. Additional Information — Taxation — PRC Taxation”), then we may be eligible for the
benefits of the income tax treaty between the United States and the PRC. If we are eligible for such benefits,
then dividends that we pay on our ordinary shares, regardless of whether such shares are represented by
ADSs, would, subject to applicable limitations, be eligible for the reduced rates of taxation.
Even if dividends would be treated as paid by a qualified foreign corporation, a non-corporate United
States Holder will not be eligible for reduced rates of taxation if it does not hold our ADSs or ordinary
shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date or
if the United States Holder elects to treat the dividend income as "investment income" pursuant to Section
163(d)(4) of the Code. In addition, the rate reduction will not apply to dividends of a qualified foreign
corporation if the non-corporate United States Holder receiving the dividend is obligated to make related
payments with respect to positions in substantially similar or related property.
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You should consult your tax advisors regarding the availability of the lower tax rates applicable to
qualified dividend income for any dividends that we pay with respect to the ADSs or ordinary shares, as
well as the effect of any change in applicable law after the date of this annual report on Form 20-F.
Any PRC or other non-United States withholding taxes imposed on dividends paid to you with respect
to the ADSs or ordinary shares generally will be treated as foreign taxes eligible for credit against your
United States federal income tax liability, subject to the various limitations and disallowance rules that
apply to foreign tax credits generally. For purposes of calculating the foreign tax credit, dividends paid to
you with respect to the ADSs or ordinary shares will be treated as income from sources outside the United
States and generally will constitute passive category income. The rules relating to the determination of the
foreign tax credit are complex, and you should consult your tax advisors regarding the availability of a
foreign tax credit in your particular circumstances.
Disposition of the ADSs or Ordinary Shares
You will recognize gain or loss on a sale or exchange of the ADSs or ordinary shares in an amount
equal to the difference between the amount realized on the sale or exchange and your tax basis in the ADSs
or ordinary shares. Subject to the discussion under “E. Taxation — Passive Foreign Investment Company,”
above, such gain or loss generally will be capital gain or loss. Capital gains of a non-corporate United States
Holder, including an individual that has held the ADSs or ordinary shares for more than one year currently
are eligible for reduced tax rates. The deductibility of capital losses is subject to limitations.
Any gain or loss that you recognize on a disposition of the ADSs or ordinary shares generally will be
treated as United States-source income or loss for foreign tax credit limitation purposes. However, if we
are treated as a PRC resident enterprise for PRC tax purposes and PRC tax is imposed on gain from the
disposition of the ADSs or ordinary shares (see “Item 10. Additional Information — Taxation — PRC
Taxation”), then a United States Holder that is eligible for the benefits of the income tax treaty between the
United States and the PRC may elect to treat the gain as PRC-source income for foreign tax credit purposes.
If such an election is made, the gain so treated will be treated as a separate class or “basket” of income for
foreign tax credit purposes. You should consult your tax advisors regarding the proper treatment of gain
or loss, as well as the availability of a foreign tax credit, in your particular circumstances.
Information Reporting and Backup Withholding
Information reporting to the IRS and backup withholding generally will apply to dividends in respect
of our ADSs or ordinary shares, and the proceeds from the sale or exchange of our ADSs or ordinary shares,
that are paid to you within the United States (and in certain cases, outside the United States), unless you
furnish a correct taxpayer identification number and make any other required certification, generally on
IRS Form W-9 or you otherwise establish an exemption from information reporting and backup
withholding. Backup withholding is not an additional tax. Amounts withheld as backup withholding
generally are allowed as a credit against your United States federal income tax liability, and you may be
entitled to obtain a refund of any excess amounts withheld under the backup withholding rules if you file
an appropriate claim for refund with the IRS and furnish any required information in a timely manner.
United States Holders who are individuals (and certain entities closely held by individuals) generally
will be required to report our name, address and such information relating to an interest in the ADSs or
ordinary shares as is necessary to identify the class or issue of which the ADSs or ordinary shares are a
part. These requirements are subject to exceptions, including an exception for ADSs or ordinary shares
held in accounts maintained by certain financial institutions and an exception applicable if the aggregate
value of all “specified foreign financial assets” (as defined in the Code) does not exceed US$50,000.
United States Holders should consult their tax advisors regarding the application of the information
reporting and backup withholding rules.
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F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We previously filed with the SEC a registration statement on Form F-1 (File No. 333-146605) and a
prospectus under the Securities Act with respect to the ordinary shares represented by the ADSs. We also
filed with the SEC a related registration statement on Form F-6 (File Number 333-146765) with respect to
the ADSs.
We are subject to periodic reporting and other informational requirements of the Exchange Act as
applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports
on Form 20-F, and other information with the SEC. All documents filed by us with the SEC can be
inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee,
by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of
the public reference rooms. The SEC also maintains a web site at www.sec.gov that contains reports, proxy
and information statements, and other information regarding registrants that make electronic filings with
the SEC using its EDGAR system.
As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the
furnishing and content of quarterly reports and proxy statements, and our executive officers, directors and
principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained
in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic
reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose
securities are registered under the Exchange Act.
We intend to furnish J.P. Morgan, the depositary of our ADSs, with all notices of shareholders’
meeting and other reports and communications that are made generally available to our shareholders. The
depositary will make such notices, reports and communications available to holders of ADSs and, upon our
written request, will mail to all record holders of ADSs the information contained in any notice of a
shareholders’ meeting received by the depositary from us.
In accordance with Rule 5250(d) of the Nasdaq Listing Rules, we will post this annual report on Form
20-F on our website at http://ir.fanhuaholdings.com/sec.cfm. In addition, we will provide hard copies of
our annual report free of charge to shareholders and ADS holders upon request.
I. Subsidiary Information
For a list of our subsidiaries as of March 31, 2021, see Exhibit 8.1 to this annual report.
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Item 11. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
Our exposure to interest rate risk primarily relates to the interest income generated by bank deposits
and short-term, highly-liquid investments with original maturities of 90 days or less. Interest-earning
instruments carry a degree of interest rate risk, and our future interest income may be lower than expected.
We have not been exposed nor do we anticipate being exposed to material risks due to changes in interest
rates. We have not used any derivative financial instruments to manage our interest risk exposure. As of
December 31, 2020, we had no short-term or long-term bank borrowings. If we borrow money in future
periods, we may be exposed to additional interest rate risk.
Foreign Exchange Risk
Substantially all of our revenues and expenses are denominated in RMB. Our exposure to foreign
exchange risk primarily relates to the cash and cash equivalent denominated in U.S. dollars that we keep
offshore for dividend payments. We have not hedged exposures denominated in foreign currencies using
any derivative financial instruments. Although in general, our exposure to foreign exchange risks should
be limited, the value of your investment in our ADSs will be affected by the foreign exchange rate between
U.S. dollars and RMB because the value of our business is effectively denominated in RMB, while the
ADSs will be traded in U.S. dollars.
The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by,
among other things, changes in China’s political and economic conditions. The conversion of RMB into
foreign currencies, including U.S. dollars, has been based on rates set by the PBOC. On July 21, 2005, the
PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under
such policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of
certain foreign currencies. Removal of the U.S. dollar peg has resulted in an approximately more than 25.0%
appreciation of the RMB against the U.S. dollar over the following eight years. In April 2012, the trading
band has been widened to 1%, and in March 2014 it was further widened to 2%, which allows the Renminbi
to fluctuate against the U.S. dollar by up to 2% above or below the central parity rate published by the
PBOC. In August 2015, the PBOC changed the way it calculates the mid-point price of Renminbi against
U.S. dollar, requiring the market-makers who submit for the PBOC’s reference rates to consider the
previous day’s closing spot rate, foreign-exchange demand and supply as well as changes in major currency
rates. This change, and other changes such as widening the trading band that may be implemented, may
increase volatility in the value of the Renminbi against foreign currencies. The PRC government may from
time to time make further adjustments to the exchange rate system in the future. To the extent that we need
to convert our U.S. dollar or other currencies-denominated assets into RMB for our operations, appreciation
of the RMB against the U.S. dollar or other currencies would have an adverse effect on the RMB amount
we receive from the conversion. We had U.S. dollar-denominated financial assets amounting to US$10.7
million and HK dollar-denominated financial assets amounting to HK$3.8 million as of December 31, 2020.
A 10% appreciation of the RMB against the U.S. dollar and HK dollar would have resulted in a decrease
of RMB7.3 million (US$1.1 million) in the value of our U.S. dollar-denominated and HK dollar-
denominated financial assets. Conversely, if we decide to convert our RMB denominated cash amounts
into U.S. dollars amounts or other currencies amounts for the purpose of making payments for dividends
on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar or other
currencies against the RMB would have a negative effect on the U.S. dollar or other currencies amount
available to us.
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Item 12. Description of Securities Other than Equity Securities
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Fees Payable by ADS Holders
We have appointed J.P. Morgan as our depositary. A copy of our Form of Deposit Agreement with
J.P. Morgan was filed with the SEC as an exhibit to our Form F-6 registration statement initially filed on
October 17, 2007 and amended on December 7, 2016 and November 28, 2017, or the Deposit Agreement.
Pursuant to the Deposit Agreement, holders of our ADSs may have to pay to J.P. Morgan, either directly
or indirectly, fees or charges up to the amounts set forth in the table below.
Category
Depositary Actions
Associated Fees
Each person to whom ADRs are issued against deposits of
shares, including deposits and issuances in respect of:
• Share distributions, stock split, rights, merger
• Exchange of securities or any other transaction or event or
other distribution affecting the ADSs or the Deposited
Securities
US$5.00 for each 100
ADSs (or portion thereof)
evidenced by the new
ADRs delivered
Distribution of dividends
US$0.02 or less per ADS
Distribution or sale of securities, the fee being in an amount
equal to the fee for the execution and delivery of ADSs which
would have been charged as a result of the deposit of such
securities
Acceptance of ADRs surrendered for withdrawal of deposited
securities
(e) Transferring,
Transfers, combining or grouping of depositary receipts
splitting or
grouping
receipts
(f) General
depositary
services,
particularly
those charged
on an annual
basis.
• Other services performed by the depositary in administering
the ADRs
• Provide information about the depositary’s right, if any, to
collect fees and charges by offsetting them against dividends
received and deposited securities
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US$5.00 for each 100
ADSs (or portion thereof)
US$5.00 for each 100
ADSs (or portion thereof)
evidenced by the ADRs
surrendered
US$1.50 per ADS
US$0.02 per ADS (or
portion thereof) not more
than once each calendar
year and payable at the sole
discretion of the depositary
by billing Holders or by
deducting such charge from
one or more cash dividends
or other cash distributions
(a) Depositing or
substituting the
underlying
shares
(b) Receiving or
distributing
dividends
(c) Selling or
exercising
rights
(d) Withdrawing an
underlying
security
Category
Depositary Actions
Associated Fees
(g) Expenses of the
depositary
Expenses incurred on behalf of Holders in connection with
• Compliance with foreign exchange control regulations or
any law or regulation relating to foreign investment
• The depositary's or
its custodian's compliance with
applicable law, rule or regulation
• Stock transfer or other taxes and other governmental charges
• Cable, telex, facsimile transmission/delivery
• Expenses of
the
conversion of foreign currency into U.S. dollars (which are
paid out of such foreign currency)
in connection with
the depositary
Expenses payable at the
sole discretion of the
depositary by billing
Holders or by deducting
charges from one or more
cash dividends or other
cash distributions
• Any other charge payable by depositary or its agents
Payment from the Depositary
Direct Payments
J.P. Morgan, as depositary, has agreed to reimburse certain reasonable company expenses related to
our ADR program and incurred by us in connection with the program. For the years ended December 31,
2019 and 2020, the depositary reimbursed US$1.7 million and US$1.1 million, respectively. For the years
ended December 31, 2019 and 2020, 30% of the depositary reimbursement has been deducted as
withholding income tax, respectively. The amounts the depositary reimbursed are not perforce related to
the fees collected by the depositary from ADR holders.
Item 13.
Defaults, Dividend Arrearages and Delinquencies
PART II
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
A. – D. Material Modifications to the Rights of Security Holders
None.
E. Use of Proceeds
None.
Item 15. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, has
performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule
13a-15(b) under the Exchange Act.
Based upon this evaluation, our management, with the participation of our chief executive officer and
chief financial officer, has concluded that, as of December 31, 2020, our disclosure controls and procedures
were effective in ensuring that the information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in by the SEC’s rules and forms, and that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is accumulated and communicated to our management,
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including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions
regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such item is defined in Rules 13a-15(f) under the Exchange Act, for our company.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of consolidated financial statements in accordance
with generally accepted accounting principles and includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of a company’s assets, (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of consolidated financial statements in accordance with generally accepted
accounting principles, and that a company’s receipts and expenditures are being made only in accordance
with authorizations of a company’s management and directors, and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company’s
assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
As required by Section 404 of the Sarbanes-Oxley Act and related rules as promulgated by the SEC,
our management assessed the effectiveness of the internal control over financial reporting as of December
31, 2020 using criteria established in “Internal Control — Integrated Framework (2013)” issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management concluded that our internal control over financial reporting
was effective as of December 31, 2020, based on the criteria established in “Internal Control—Integrated
Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Fanhua Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Fanhua Inc. and its subsidiaries (the
“Company”) as of December 31, 2020, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated
Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (“PCAOB”), the consolidated financial statements as of and for the year ended
December 31, 2020, of the Company and our report dated April 28, 2021, expressed an unqualified opinion
on those financial statements and included explanatory paragraphs relating to the translation of Renminbi
amounts into United States dollars amounts on those financial statements, the financial statements of the
Company's equity investment that were audited by other auditors, and the Company's adoption of
Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) and related ASUs using a modified-
retrospective approach.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included
in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company's internal control over financial reporting based on
our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
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effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/Deloitte Touche Tohmatsu
Hong Kong
April 28, 2021
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Changes in Internal Control over Financial Reporting
Management has evaluated, with the participation of our chief executive officer and chief financial
officer, whether any changes in our internal control over financial reporting that occurred during our last
fiscal year have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
Based on the evaluation we conducted, management has concluded that except for the change due to
adoption of the new accounting standards related to credit losses, there has been no such change during the
period covered by this annual report on Form 20-F.
Item 16A. Audit Committee Financial Expert
Our board of directors has determined that Allen Lueth, an independent director (under the standards
set forth in Rule 5605 of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act) and member
of our audit committee, is an audit committee financial expert.
Item 16B. Code of Ethics
Our board of directors adopted a code of business conduct and ethics that applies to our directors,
officers and employees. We have posted a copy of our code of business conduct and ethics on our investor
relations website at http://ir.fanhuaholdings.com/governance.cfm.
Item 16C. Principal Accountant Fees and Services
The following table sets forth the aggregate fees by categories specified below in connection with
certain professional services rendered by Deloitte Touche Tohmatsu, our independent registered public
accounting firm, for the periods indicated.
Audit fees(1) ................................................................................................................
Audit-related fees(2) ...................................................................................................
Tax fees(3) ...................................................................................................................
All other fees(4) ..........................................................................................................
For the Year Ended December 31,
2019
1,693.3
250.8
—
0.4
2020
(in thousands of US$)
1,600.0
—
—
—
(1) “Audit fees” meant the aggregate fees billed and expected to be billed in each of the fiscal years listed for professional services rendered by
our independent registered public accounting firm for the audit of our annual financial statements and review of quarterly financial statements
included in our reports on Form 6-K, services that are normally provided in connection with statutory and regulatory filings or engagements
for those fiscal years.
(2) “Audit-related fees” meant the aggregate fees billed in each of the fiscal years listed for assurance and related services by our in dependent
registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not
reported under “Audit fees.”
(3) “Tax fees” meant the aggregate fees billed in each of the fiscal years listed for professional services rendered by our independent registered
public accounting firm for tax compliance, tax advice, and tax planning.
(4) “All other fees” means the aggregate fees billed in each of the fiscal years listed for products and services provided by our principal accountant,
other than the services reported in the other categories.
The policy of our audit committee is to pre-approve all audit and non-audit services provided by our
independent registered public accounting firm, including audit services, audit-related services, tax services
and other services as described above, which are approved by the Audit Committee prior to the completion
of the audit.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
-112-
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
There was no purchase of equity securities by us and our affiliates in 2020.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
NASDAQ Stock Market Rule 5620(a) requires each issuer to hold an annual meeting of shareholders
no later than one year after the end of the issuer’s fiscal year-end. However, NASDAQ Stock Market Rule
5615(a)(3) permits foreign private issuers like us to follow “home country practice” in certain corporate
governance matters. Maples and Calder (Hong Kong) LLP, our Cayman Islands counsel, has provided a
letter to the NASDAQ Stock Market certifying that under Cayman Islands law, we are not required to hold
annual shareholder meetings every year. We followed home country practice with respect to annual
meetings and did not hold an annual meeting of shareholders from 2009 to 2015 and from 2017 to 2020.
However, we held an extraordinary general meeting on December 6, 2016 and obtained requisite
shareholders' approval to change the Company name from “CNinsure Inc.” to “Fanhua Inc.”. We may hold
annual or extraordinary shareholder meetings in the future if there are significant issues that require
shareholders’ approvals.
We obtained approvals from the board of directors on November 27, 2014 and December 12, 2014 to
issue up to 150,000,000 ordinary shares of the Company (the “Shares”) to our employees, excluding
directors and officers. The purchase prices for the Shares are based on the average closing prices for the
then 20 trading days prior to the board approvals.
On August 29, 2018, we obtained approvals from the board of directors to resell 28,475,480 ordinary
shares, in the form of 1,423,774 ADS of treasury stocks and newly issue and sell 101,524,520 ordinary
shares in the form of 5,076,226 ADSs to participants in our 521 plan consisting of our key employees and
entrepreneurial team leaders, at $25.52 per ADS, or the weighted average of the closing prices of the share
repurchases under the 2018 Share Repurchase Program. The transactions were completed on January 24,
2019. Pursuant to the NASDAQ Stock Market Rule 5635(c), shareholder approval is required prior to the
issuance of securities when a stock option or purchase plan is to be established or materially amended or
other equity compensation arrangement made or materially amended, pursuant to which stock may be
acquired by officers, directors, employees, or consultants, except for a few situations stated thereunder.
Maples and Calder (Hong Kong) LLP, our Cayman Island counsel, has provided a letter to the NASDAQ
Stock Market certifying that under Cayman Islands law, we are not required to obtain shareholder approval
in respect of the issuance of securities in the circumstances set out in NASDAQ Stock Market Rule 5635(c).
We follow home country practice accordingly.
Other than the annual meeting and share purchase plan to employees practices described above, there
are no significant differences between our corporate governance practices and those followed by U.S.
domestic companies under NASDAQ Stock Market Rules.
Item 16H. Mine Safety Disclosure
Not applicable
Item 17. Financial Statements
PART III
We have elected to provide financial statements pursuant to Item 18.
-113-
Item 18. Financial Statements
The consolidated financial statements of Fanhua Inc. and its subsidiaries are included at the end of
this annual report.
Item 19. Exhibits
Exhibit
Number
1.1
1.2
1.3
2.1
2.2
2.3
2.4
4.1
4.2
4.3
4.4
Description of Document
Amended and Restated Memorandum and Articles of Association of the Registrant
(incorporated by reference to Exhibit 3.2 of our F-1 registration statement (File No. 333-
146605), as adopted by special resolution dated December 6, 2016, initially filed with the
Commission on October 10, 2007)
Amendments to the Articles of Association adopted by the shareholders of the Registrant
on December 18, 2008 (incorporated by reference to Exhibit 99.2 of our report on Form
6-K furnished to the Commission on December 22, 2008)
Amendments to the Articles of Association adopted by the shareholders of the Registrant
on December 6, 2016 (incorporated by reference to Exhibit 1.3 of our annual report on
Form 20-F initially filed with the Commission on April 19, 2017)
Registrant’s Specimen American Depositary Receipt (included in Exhibit 2.3)
Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to
Exhibit 4.2 of our F-1 registration statement (File No. 333-146605), as amended, initially
filed with the Commission on October 10, 2007)
Form of Deposit Agreement among the Registrant, the depositary and holder of the
American Depositary Receipts, as amended and restated (incorporated by reference to
Exhibit 99.(a) of our F-6 registration statement (File No. 333-146765), filed with the
Commission on November 28, 2017
Description of securities (incorporated by reference to Exhibit 2.4 of our annual report on
Form 20-F filed with the Commission on April 29, 2020)
2007 Share Incentive Plan (as amended and restated effective December 18, 2008)
(incorporated by reference to Exhibit 99.3 of our report on Form 6-K furnished to the
Commission on December 22, 2008)
Form of Indemnification Agreement with the Registrant’s directors and officers
(incorporated by reference to Exhibit 10.3 of our F-1 registration statement (File No. 333-
146605), as amended, initially filed with the Commission on October 10, 2007)
Form of Director Agreement with Independent Directors of the Registrant (incorporated
by reference to Exhibit 10.4 of our F-1 registration statement (File No. 333-146605), as
amended, initially filed with the Commission on October 10, 2007)
Form of Employment Agreement between the Registrant and an Executive Officer of the
Registrant (incorporated by reference to Exhibit 4.4 of our annual report on Form 20-F
filed with the Commission on May 15, 2009)
4.5*
English Translation of the Form of Supplementary Agreement, dated December 1, 2020,
among Participants to the 521 Plan, CISG Holdings Ltd. and Fanhua Employees Holdings
Limited, Treasure Chariot Limited, or Step Tall Limited.
8.1*
Subsidiaries and Affiliated Entities of the Registrant
-114-
Exhibit
Number
11.1
12.1*
12.2*
13.1**
13.2**
15.1*
15.2*
15.3*
15.4*
Description of Document
Code of Business Conduct and Ethics of the Registrant (incorporated by reference to
Exhibit 99.1 of our F-1 registration statement (File No. 333-146605), as amended, initially
filed with the Commission on October 10, 2007)
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Consent of Maples and Calder (Hong Kong) LLP
Consent of Global Law Office
Consent of Deloitte Touche Tohmatsu
Financial information from CNFinance Holdings Limited for the year ended December
31, 2020, prepared in accordance with U.S. Generally Accepted Accounting Principles:
(i)
(ii)
Consolidated Balance Sheets as of December 31, 2019 and 2020;
Consolidated Statements of Income and Comprehensive Income for the Years
Ended December 31, 2018, 2019 and 2020;
(iii) Consolidated Statements of Shareholder’s Equity for the Years Ended December
31, 2018, 2019 and 2020;
(iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2018,
2019 and 2020; and
Notes to Consolidated Financial Statements.
(v)
101*
Financial information from Registrant for the year ended December 31, 2020 formatted
in Inline eXtensible Business Reporting Language (XBRL):
(vi) Consolidated Balance Sheets as of December 31, 2019 and 2020;
(vii) Consolidated Statements of Income and Comprehensive Income for the Years
Ended December 31, 2018, 2019 and 2020;
(viii) Consolidated Statements of Shareholder’s Equity for the Years Ended December
31, 2018, 2019 and 2020;
(ix) Consolidated Statements of Cash Flows for the Years Ended December 31, 2018,
2019 and 2020;
Notes to Consolidated Financial Statements; and
(x)
Schedule 1 — Condensed Financial Information of Fanhua Inc.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed with this Annual Report on Form 20-F.
Furnished with this Annual Report on Form 20-F.
104
*
**
-115-
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing its annual report on
Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its
behalf.
FANHUA INC.
By: /s/ Chunlin Wang
Name: Chunlin Wang
Title: Chief Executive Officer
Date: April 28, 2021
EXHIBIT 8.1
List of Subsidiaries and Affiliated Entities
(As of March 31, 2021)
Subsidiaries and Affiliated Entities(1)
1. CISG Holdings Ltd. (2)
2. Minkfair Insurance Management Limited (3)
3. CNinsure Holdings Ltd. (4)
4. Fanhua Zhonglian Enterprise Image Planning
(Shenzhen) Co., Ltd. (5)
5. Fanhua Xinlian Information Technology Consulting
(Shenzhen) Co., Ltd. (5)
6. Fanhua Insurance Sales Service Group Company
Limited (6)
7. Guangdong Meidiya Investment Co., Ltd. (7)
8. Fanhua RONS (Beijing) Technology Co., Ltd.
(previously known as Litian Zhuoyue Software
(Beijing) Co., Ltd.) (9)
9. Beijing Fanlian Investment Co., Ltd. (8)
10. Guangzhou Zhongqi Enterprise Management
Consulting Co., Ltd. (9)
11. Tibet Zhuli Investment Co. Ltd.(9)
12. Fanjin Investment Co., Ltd. (9)
13. Ying Si Kang Information Technology (Shenzhen) Co.,
Ltd. (10)
14. Sichuan Yihe Investment Co., Ltd.(11)
15. Shenzhen Xinbao Investment Management Co., Ltd. (7)
16. Fanhua Century Insurance Sales & Service Co., Ltd.
(12)
17. Shenzhen Baowang E-commerce Co., Ltd. (13)
18. Shenzhen Dianlian Information Technology Co., Ltd.
(14)
19. Fanhua RONS Service Co., Ltd. (14)
20. Shenzhen Qunabao Information Technology Co., Ltd.
(7)
21. Fanhua Yuntong Enterprise Management Advisory
(Shenzhen) Co., Ltd. (Previously known as Shenzhen
Bangbang Auto Services Co., Ltd.) (7)
Percentage
Attributable to
Our Company
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Place of
Incorporation
BVI
Hong Kong
BVI& Hong Kong
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
Subsidiaries and Affiliated Entities(1)
22. Guangdong Fanhua Bluecross Health Management
Co., Ltd (15)
Insurance Agencies
23. Fanhua Lianxing Insurance Sales Co., Ltd. (16)
24. Jiangsu Fanhua Lianchuang Insurance Agency Co.,
Ltd. (15)
25. Zhejiang Fanhua Tongchuang Insurance Agency Co.,
Ltd. (15)
26. Liaoning Fanhua Gena Insurance Agency Co., Ltd. (15)
27. Shanghai Fanhua Guosheng Insurance Agency Co.,
Ltd. (15)
28. Jiangxi Fanhua Insurance Agency Co., Ltd. (15)
29. Hunan Fanhua Insurance Agency Co., Ltd. (17)
30. Fujian Fanhua Guoxin Insurance Agency Co., Ltd. (18)
Insurance Claims Adjusting Segment
31. Fanhua Insurance Surveyors & Loss Adjustors Co.,
Ltd. (19)
32. Shanghai Fanhua Teamhead Insurance Surveyors &
Loss Adjustors Co., Ltd. (20)
33. Shenzhen Fanhua Training Co., Ltd. (21)
34. Shenzhen Fanhua Software Technology Co., Ltd. (21)
35. Shenzhen Huazhong United Technology Co., Ltd. (22)
36. Suzhou Junzhou Healthcare Management Co. Ltd. (23)
37. Guangzhou Suiyuan Insurance Surveyors & Loss
Adjustors Co., Ltd. (24)
Affiliated Entities
1. Puyi Inc.(25)
2. CNFinance Holdings Limited(26)
3. Shanghai Teamhead Automobile Surveyors Co., Ltd.
(27)
Percentage
Attributable to
Our Company
Place of
Incorporation
100%
PRC
100%
100%
100%
100%
100%
100%
55%
100%
44.7%
44.2%
44.7%
44.7%
44.7%
44.7%
100%
4.5%
18.5%
17.7%
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
PRC
CI
PRC
(1) The official names of those companies registered in PRC are in Chinese. The English translation is for reference only.
(2)
100% of the equity interests in this company are held directly by Fanhua Inc.
(3)
100% of the equity interests in this company are held directly by CISG holdings Ltd.
(4)
100% of the equity interests in this company are held directly by Minkfair Insurance Management Limited.
(5)
100% of the equity interests in this company are held directly by CNinsure Holdings Ltd.
(6) We beneficially own 100% equity interests in this Company, of which 7.2%, 10.8% and 82% of the equity interests in this company
are held by Fanhua Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd., Fanhua Xinlian Information Technology Consulting
(Shenzhen) Co., Ltd and Tibet Zhuli Investment Co. Ltd., respectively.
(7)
100% of the equity interests in these companies are held directly by Fanhua Insurance Sales Service Group Company Limited.
(8)
100% of the equity interests in this company are held directly by Fanhua Xinlian Information Technology Consulting (Shenzhen) Co.,
Ltd.
(9)
100% of the equity interests in this company are held directly by Beijing Fanlian Investment Co., Ltd.
(10) 100% of the equity interests in this company are held directly by Litian Zhuoyue Software (Beijing) Co., Ltd.
(11) We beneficially own 100% equity interests in this company, of which 39.14%, 40.86% and 20% of the equity interests in this
company are held by Fanhua Zhonglian Enterprise Image Planning (Shenzhen) Co., Ltd., Fanhua Xinlian Information Technology
Consulting (Shenzhen) Co., Ltd. and Fanhua Insurance Sales Group Company Limited, respectively.
(12) 100% of the equity interests in this company are held directly by Shenzhen Xinbao Investment Management Co., Ltd.
(13) 100% of the equity interests in this company are held directly by Fanhua Century Insurance Sales & Service Co., Ltd.
(14) 100% of the equity interests in these companies are held directly by Tibet Zhuli Investment Co., Ltd.
(15) 100% of the equity interests in each of these companies are held directly by Fanhua Lianxing Insurance Sales Co., Ltd.
(16) We beneficially owned 100% of the equity interests in this company, of which 99% of the equity interests in this company are held
directly by Fanhua Insurance Sales Service Group Company Limited., Ltd. and the remaining 1% by Fanhua Xinlian Information
Technology Consulting (Shenzhen) Co., Ltd.
(17) 55% of the equity interests in this company are held directly by Fanhua Lianxing Insurance Sales Co., Ltd.
(18) 100% of the equity interests in this company are held directly by Fanhua Insurance Sales Service Group Company Limited. It is in the
process of cancelling its business license upon completion of transferring its business operations to the Fujian branch of Fa nhua
Lianxing Insurance Sales Co., Ltd.
(19) 44.7% of the equity interests in the company are held directly by Guangdong Meidiya Investment Co., Ltd.
(20) 99% of the equity interests in this company are held directly by Fanhua Insurance Surveyors & Loss Adjustors Co., Ltd.
(21) 100% of the equity interests in each of these companies are held directly by Fanhua Insurance Surveyors & Loss Adjustors Co., Ltd.,
in which we beneficially own 44.7% of the equity interests.
(22) 100% of the equity interests in the company are held directly by Shenzhen Fanhua Software Technology Co., Ltd., in which we
beneficially own 44.7% of the equity interests.
(23) 100% of the equity interests in the company are held directly by Shenzhen Huazhong United Technology Co., Ltd., in which we
beneficially own 44.7% of the equity interests.
(24) 99.99% of the equity interests in this company are held directly by Fanhua Insurance Sales Service Group Company Limited, and the
remaining 0.01% are held by an individual on behalf of the Company.
(25) We directly own 4.5% of the equity interests in this company.
(26) We directly own 18.5% of the equity interests in this company.
(27) 40% of the equity interests in this company are held directly by Shanghai Fanhua Teamhead Surveyors & Loss Adjustors Co., Ltd., in
which we beneficially own 44.2% of the equity interests.
Certification by the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
EXHIBIT 12.1
I, Chunlin Wang, certify that:
1.
I have reviewed this annual report on Form 20-F of Fanhua Inc. (the “Company”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the Company
as of, and for, the periods presented in this report;
4.
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the Company,
including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that
occurred during the period covered by this annual report that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial reporting; and
5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the Company’s ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the Company’s internal control over financial reporting.
Date: April 28, 2021
By: /s/ Chunlin Wang
Name: Chunlin Wang
Title: Chairman and Chief Executive Officer
Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
EXHIBIT 12.2
I, Peng Ge, certify that:
1.
I have reviewed this annual report on Form 20-F of Fanhua Inc. (the “Company”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the Company
as of, and for, the periods presented in this report;
4.
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the Company,
including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that
occurred during the period covered by this annual report that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial reporting; and
5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the Company’s ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the Company’s internal control over financial reporting.
Date: April 28, 2021
By: /s/Peng Ge
Name: Peng Ge
Title: Chief Financial Officer
Certification by the Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EXHIBIT 13.1
In connection with the Annual Report of Fanhua Inc. (the “Company”) on Form 20-F for the year ended December
31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chunlin
Wang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
Date: April 28, 2021
By: /s/ Chunlin Wang
Name: Chunlin Wang
Title: Chairman and Chief Executive Officer
Certification by the Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EXHIBIT 13.2
In connection with the Annual Report of Fanhua Inc. (the “Company”) on Form 20-F for the year ended December
31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peng Ge,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
Date: April 28, 2021
By: /s/ Peng Ge
Name: Peng Ge
Title: Chief Financial Officer
[Letterhead of Maples and Calder]
EXHIBIT 15.1
Our ref
Direct tel
Email
RHT/628018-000001/16446973V1
+852 3690 7537
ray.tso@maples.com
Fanhua Inc.
27/F, Pearl River Tower
No. 15 West Zhujiang Road
Guangzhou, Guangdong 510623
People’s Republic of China
April 28, 2021
Dear Sirs
Re: Fanhua Inc. (the “Company”)
We consent to the reference to our firm under the headings “Item 10. Additional Information—E. Taxation—
Cayman Islands Taxation” and “Item 16G. Corporate Governance” in the Company’s Annual Report on Form 20-
F for the year ended December 31, 2020 , which will be filed with the United States Securities and Exchange
Commission in the month of April 2021.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
[Letterhead of Global Law Office]
EXHIBIT 15.2
April 28, 2021
To: Fanhua Inc.
27/F, Pearl River Tower
No. 15 West Zhujiang Road
Guangzhou, Guangdong 510623
People’s Republic of China
Dear Sirs,
We hereby consent to the reference to our firm under the headings “Risk Factors”, “Regulation” and
“Organizational Structure” in Fanhua Inc.’s Annual Report on Form 20-F for the year ended December 31, 2020 ,
which will be filed with the Securities and Exchange Commission in April 2021.
Yours faithfully,
/s/ Global Law Office
Global Law Office
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No.333-151271 on Form S-8 of our reports
dated April 28, 2021, relating to the financial statements of Fanhua Inc. and its subsidiaries (the “Company”) and
the effectiveness of the Company's internal control over financial reporting, appearing in this Annual Report on
Form 20-F of Fanhua Inc. for the year ended December 31, 2020.
EXHIBIT 15.3
/s/Deloitte Touche Tohmatsu
Hong Kong
April 28, 2021
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FANHUA INC.
Page
Report of Independent Registered Public Accounting Firm ................................................................... F-2
Consolidated Balance Sheets as of December 31, 2019 and 2020 .......................................................... F-5
Consolidated Statements of Income and Comprehensive Income for the Years Ended December
31, 2018, 2019 and 2020.................................................................................................................... F-7
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2018, 2019
and 2020 ........................................................................................................................................... F-9
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2019 and 2020 ...... F-11
Notes to the Consolidated Financial Statements .................................................................................. F-14
Schedule 1—Condensed Financial Information of Fanhua Inc. ........................................................... F-58
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Fanhua Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Fanhua Inc. and its
subsidiaries (the “Company”) as of December 31, 2019 and 2020, the related consolidated statements of income
and comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended
December 31, 2020, and the related notes and schedule 1 (collectively referred to as the “financial statements”).
In our opinion, based on our audits and the report of the other auditor, the financial statements present fairly, in
all material respects, the financial position of the Company as of December 31, 2019 and 2020, and the results
of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in
conformity with accounting principles generally accepted in the United States of America.
We did not audit the financial statements of CNFinance Holdings Limited, or CNFinance, the Company’s
investment in which is accounted for by use of the equity method. The accompanying financial statements of the
Company include its equity investment in CNFinance of RMB353 million and RMB348 million as of December
31, 2019 and 2020, respectively, and its equity earnings in CNFinance of RMB171 million, RMB99 million, and
RMB18 million for the years ended December 31, 2018, 2019, and 2020, respectively. Those statements were
audited by other auditors whose report (which, as to 2020, included an explanatory paragraph concerning
completion of a reorganization) has been furnished to us, and our opinion, insofar as it relates to the amounts
included for CNFinance, is based solely on the report of the other auditors..
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31,
2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission and our report dated April 28, 2021, expressed an
unqualified opinion on the Company’s internal control over financial reporting based on our audit.
Change in Accounting Principle
As discussed in Note 2(aa) to the financial statements, the Company has changed its method of accounting
for leases on January 1, 2019 due to the adoption of Accounting Standards Update (“ASU”) 2016-02, Leases
(Topic 842) and related ASUs using a modified-retrospective approach.
Convenience Translation
Our audits also comprehended the translation of Renminbi amounts into United States dollar amounts and,
in our opinion, such translation has been made in conformity with the basis stated in Note 2(u) to the
consolidated financial statements. Such United States dollar amounts are presented solely for the convenience of
readers outside of People's Republic of China.
F-2
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits and the report of the other auditors provide a reasonable
basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the
financial statements that was communicated or required to be communicated to the audit committee and that (1)
relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any
way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.
Investment in Affiliates - Other-than-temporary Impairment ("OTTI") assessment of the equity method
investment in CNFinance Holdings Limited ("CNFinance") — Refer to Notes 2(i) and 7 to the financial
statements
Critical Audit Matter Description
The Company accounts for its 18.5% of equity interests in CNFinance using the equity method (the "EMI
in CNFinance" or the "investment"). The Company reviews its equity method investment periodically to
determine whether an other-than-temporary impairment may exist. The factors used by management to make
this determination include the duration and severity of the fair value decline, the financial condition and near-
term prospects of CNFinance, and the Company's intent and ability to hold its EMI in CNFinance until recovery.
As of December 31, 2020, the fair value of the EMI in CNFinance was below the carrying value although
CNFinance generated positive operating income where the Company enjoyed its share of income. Based on
management’s evaluation, it was concluded that the decline in fair value of its investment in CNFinance below
its carrying value is deemed to be other-than-temporary.
Given the significant judgment required to determine whether the decline in fair value of the EMI in
CNFinance represents a temporary or other-than-temporary impairment, performing audit procedures to
evaluate the reasonableness of management’s assessment required a high degree of auditor judgement and an
increased extent of effort.
F-3
Critical Audit Matter (Continued)
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of the reasonableness of the Company's impairment
assessment discussed above included the following, among others:
We tested the operating effectiveness of the controls relating to management’s impairment assessment
for the EMI in CNFinance.
We evaluated the appropriateness of management's OTTI assessment that the loss in value was other-
than-temporary in accordance with accounting principles generally accepted in the United States of
America, including 1) whether relevant positive and negative factors have been appropriately identified;
2) considerations around the severity and/or duration of the decline in the market value of CNFinance
represents an other-than-temporary loss; and 3) the Company's expectation of likelihood of recovery to
occur in the near term and its intent and ability to hold the impaired equity investment until recovery.
We evaluated the appropriateness and accuracy of information used in the OTTI assessment by
inspecting evidence used in management’s assessment and corroborating the information to appropriate
independent data. The data and key assumptions include the following:
‐
‐
‐
Historical and expected financial condition and near-term prospects of CNFinance
The publicly traded stock price of CNFinance and corresponding volatility
Changes to the macro-economic, competitive and operational environment
/s/ Deloitte Touche Tohmatsu
Hong Kong
April 28, 2021
We have served as the Company’s auditor since 2007.
F-4
FANHUA INC.
Consolidated Balance Sheets
(In thousands, except for shares and per share data)
2019
RMB
As of December 31,
2020
RMB
2020
US$
Note 2(u)
ASSETS:
Current assets:
169,653
Cash and cash equivalents .............................................
Restricted cash ..............................................................
95,952
Short term investments (Note 2(d)) ................................ 1,612,351
Accounts receivable, net of allowances of
RMB29,000
and
RMB20,495
(US$4,444) as of December 31, 2019
and 2020, respectively (Note 2(e)) ..............................
Insurance premium receivables (Note 2(e)) ....................
Other receivables, net (Note 4) ......................................
682,171
5,067
61,570
54,987
Other current assets .......................................................
Total current assets ..................................................... 2,681,751
Non-current assets:
—
Restricted bank deposit - non current .............................
40,806
Property, plant, and equipment, net (Note 5) ..................
109,869
Goodwill, net (Note 6) ...................................................
322
Intangible assets, net (Note 2(g))....................................
7,327
Deferred tax assets (Note 12) .........................................
363,414
Investments in affiliates (Note 7) ...................................
46,917
Other non-current assets (Note 2(j)) ...............................
Right of use assets (Note 8) ...........................................
190,437
759,092
Total non-current assets ..............................................
Total assets .................................................................. 3,440,843
LIABILITIES AND EQUITY:
Current liabilities:
Accounts payable ...........................................................
Insurance premium payables ...........................................
Other payables and accrued expenses
(Note 10) ........................................................................
Accrued payroll ..............................................................
Income taxes payable .....................................................
382,882
7,901
Current operating lease liability (Note 8).........................
Total current liabilities .................................................
220,290
101,664
155,251
79,986
947,974
245,428
83,981
1,307,865
583,116
—
50,242
41,148
2,311,780
20,689
36,778
109,869
44
10,032
357,661
33,743
200,403
769,219
3,080,999
377,386
25,421
188,448
105,739
145,983
86,233
929,210
37,613
12,871
200,439
89,367
—
7,700
6,306
354,296
3,171
5,637
16,838
7
1,537
54,814
5,171
30,713
117,888
472,184
57,837
3,896
28,881
16,205
22,373
13,216
142,408
The accompanying notes are an integral part of the consolidated financial statements.
F-5
FANHUA INC.
Consolidated Statements of Financial Position—(Continued)
(In thousands, except for shares and per share data)
Non-current liabilities:
Other tax liabilities (Note 12).........................................
Deferred tax liabilities (Note 12) ....................................
Refundable share rights deposits (Including refundable
share rights deposits of the consolidated VIE of
RMB266,901 and nil as of December 31, 2019 and
2020, respectively) (Note 9) .......................................
Non-current operating lease liability (Note 8) .................
Total non-current liabilities.........................................
As of December 31,
2019
RMB
2020
RMB
2020
US$
Note 2(u)
70,350
7,898
67,219
26,380
10,302
4,042
—
—
266,901
103,252
448,401
103,526
197,125
Total liabilities .............................................................
1,396,375
1,126,335
Commitments and contingencies (Note 17)
each;
1,252,367,264
Equity:
Ordinary shares (Authorized shares:10,000,000,000 at
US$0.001
and
issued
1,073,891,784 shares, of which 1,073,891,784 and
1,073,891,784 shares were outstanding as of
December 31, 2019 and 2020, respectively) (Note
13) .............................................................................
Treasury stock (Note 20) ...............................................
Additional paid-in capital ..............................................
Statutory reserves (Note 15)...........................................
Retained earnings ..........................................................
Accumulated other comprehensive loss ..........................
Total shareholders’ equity ...........................................
Noncontrolling interests ..............................................
Total equity ..................................................................
Total liabilities and shareholders' equity ....................
9,235
(1,146)
393
508,739
1,479,494
(65,429)
1,931,286
113,182
2,044,468
3,440,843
8,089
—
—
553,911
1,306,554
(34,995)
1,833,559
121,105
1,954,664
3,080,999
The accompanying notes are an integral part of the consolidated financial statements.
F-6
15,866
30,210
172,618
1,240
—
—
84,891
200,238
(5,363)
281,006
18,560
299,566
472,184
FANHUA INC.
Consolidated Statements of Income and Comprehensive Income
(In thousands, except for shares and per share data)
Year Ended December 31,
2018
RMB
2019
RMB
2020
RMB
3,143,873
2,870,776
273,097
327,390
3,471,263
(2,151,856)
(1,943,053)
(208,803)
(194,159)
(2,346,015)
(231,075)
(468,430)
3,335,397
3,193,625
141,772
370,606
2,834,997
2,703,584
131,413
433,148
3,706,003
3,268,145
(2,263,952)
(2,166,126)
(97,826)
(219,496)
(2,483,448)
(278,085)
(475,107)
(1,953,744)
(1,866,227)
(87,517)
(260,121)
(2,213,865)
(288,460)
(463,634)
(3,045,520)
(3,236,640)
(2,965,959)
2020
US$
Note 2(u)
434,482
414,342
20,140
66,383
500,865
(299,425)
(286,012)
(13,413)
(39,865)
(339,290)
(44,208)
(71,055)
(454,553)
425,743
469,363
302,186
46,312
195,456
34,207
11,807
667,213
(224,586)
174,468
617,095
79,070
2,828
9,664
560,925
(143,816)
(224,555)
192,554
34,789
13,420
11,907
362,302
(83,387)
(2,738)
276,177
5,332
2,057
1,825
55,526
(12,780)
(420)
42,326
Net revenues:
Agency ..........................................................
Life insurance business ................................
P&C insurance business ...............................
Claims adjusting .............................................
Total net revenues ........................................
Operating costs and expenses:
Agency ..........................................................
Life insurance business ................................
P&C insurance business ...............................
Claims adjusting .............................................
Total operating costs ....................................
Selling expenses .............................................
General and administrative expenses ...............
Total operating costs and expenses ..............
Income from operations ...............................
Other income, net:
Investment income related to the realized
gain on available-for-sale investments.............
Interest income ...............................................
Others, net ......................................................
Income before income taxes, share of
income and impairment of affiliates,
net ..............................................................
Income tax expense ........................................
Share of
impairment of
income and
affiliates, net ...............................................
Net income ....................................................
income attributable
Less: net
the
to
noncontrolling interests ...............................
Net income attributable to the Company’s
shareholders ..............................................
7,180
3,622
7,923
1,214
609,915
188,932
268,254
41,112
The accompanying notes are an integral part of the consolidated financial statements.
F-7
FANHUA INC.
Consolidated Statements of Income and Comprehensive Income - Continued
(In thousands, except for shares and per share data)
Net income per share:
Basic
Diluted:
Net income per American Depositary
Shares ("ADS"):
Basic:
Diluted:
Shares used in calculating net income per
share:
Basic:
Diluted
Net income
2018
RMB
Year Ended December 31,
2019
RMB
2020
RMB
2020
US$
Note 2(u)
0.49
0.49
9.84
9.83
0.17
0.17
0.25
0.25
0.04
0.04
3.46
3.46
5.00
4.99
0.77
0.77
1,239,264,464
1,240,854,034
1,092,601,338
1,093,229,436
1,073,891,784
1,074,291,360
1,073,891,784
1,074,291,360
617,095
192,554
276,177
42,326
Other comprehensive (loss) income, net of
tax:
Foreign currency translation adjustments
(10,194)
10,178
9,639
Unrealized net gains on available-for-sale
investments
Share of other comprehensive (loss) gain of
affiliates
Total Comprehensive income
Less: Comprehensive income attributable to
the noncontrolling interests
Comprehensive income attributable to the
Company’s shareholders
—
17,231
23,811
(1,763)
605,138
452
220,415
(3,016)
306,611
7,180
3,622
7,923
1,214
597,958
216,793
298,688
45,776
1,477
3,649
(462)
46,990
The accompanying notes are an integral part of the consolidated financial statements.
F-8
FANHUA INC.
Consolidated Statements of Shareholders' Equity
(In thousands, except for shares and per share data)
Share Capital
Treasury Stock
Amounts
RMB
9,571
—
—
12
Additional
Paid-in Capital
RMB
2,429,559
—
—
3,274
Number of
Share
Amounts
RMB
—
—
—
—
Number of Share
Balance as of January 1, 2018
Net income .............................................
Foreign currency translation
Exercise of share options ...................
Repurchase of ordinary shares from
1,300,191,084
—
—
1,760,000
shareholder (Note 13)
Repurchase of ordinary shares from
open market (Note 20)
Provision for statutory reserves .............
Subscription receipt ...............................
Distribution of dividend.........................
Share of other comprehensive
loss of affiliates ...................................
—
—
—
—
—
—
Balance as of December 31,
2018 ..................................................... 1,301,951,084
Net income
Foreign currency translation..............
Exercise of share options ...................
Repurchase of ordinary shares
—
—
640,000
from open market (Note 20) ...........
—
Cancellation of treasury shares ........ (50,223,820)
—
Share-based compensation ................
—
Provision for statutory reserves .........
—
Distribution of dividend.....................
Disposal of subsidiaries .....................
—
Unrealized net gains on available-
for-sale investments ........................
Share of other comprehensive
gain of affiliates..............................
Balance as of December
—
—
—
—
—
—
—
—
9,583
—
—
4
—
(352)
—
—
—
—
—
—
(1,464,163)
150,000,000
(251,024)
—
—
(280,470)
28,475,480
—
—
—
—
—
437,176
—
—
—
(437,176)
—
393
—
—
—
—
—
178,475,480
—
—
—
50,223,820
(50,223,820)
—
—
—
—
—
—
Statutory
Reserves
RMB
311,038
—
—
—
Accumulated
Other
Comprehensive
loss
RMB
(93,108)
—
1,581
—
Retained
Earnings
RMB
1,468,708
609,915
—
—
—
—
—
169,843
—
—
—
(169,843)
—
(108,791)
—
—
480,881
—
—
—
—
—
—
38,814
—
(10,956)
—
—
1,799,989
188,932
—
—
(46,497)
—
—
(38,814)
(435,072)
10,956
—
—
—
—
—
—
—
(1,763)
(93,290)
—
10,178
—
—
—
—
—
—
—
17,231
452
—
—
—
—
(960)
(196)
—
—
—
—
(1,156)
—
—
—
(342)
352
—
—
—
—
—
—
Subscription
Receivables
RMB
(248,717)
—
(11,775)
—
Noncontrollin
g
Interests
RMB
111,342
7,180
—
—
Total
RMB
3,988,393
617,095
(10,194)
3,286
—
—
(1,465,123)
—
—
260,492
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(4,979)
(251,220)
—
260,492
(394,240)
—
(1,763)
113,543
3,622
—
—
2,746,726
192,554
10,178
4
—
—
—
—
(3,790)
(193)
—
—
(484,015)
—
393
—
(438,862)
(193)
17,231
452
113,182
2,044,468
31, 2019 ............................................... 1,252,367,264
9,235
393
178,475,480
(1,146)
508,739
1,479,494
(65,429)
The accompanying notes are an integral part of the consolidated financial statements.
F-9
FANHUA INC.
Consolidated Statements of Shareholders' Equity — (Continued)
(In thousands, except for shares and per share data)
Share Capital
Number of
Share
Additional
Paid-in
Capital
RMB
Amounts
RMB
Treasury Stock
Accumulated
Other
Retained
Earnings
Comprehensive
loss
Noncontrolling
Interests
Number of
Share
Amounts
RMB
Statutory
Reserves
RMB
RMB
RMB
Subscription
Receivables
RMB
RMB
Total
RMB
Cumulative-effect adjustment to
beginning balance from
adoption of ASU 2016-13 ...............
Net income ..........................................
Foreign currency translation ..............
Cancellation of treasury shares
Share-based compensation (Note
—
—
—
(178,475,480)
2(o)) ..................................................
Provision for statutory reserves .........
Distribution of dividend .....................
Unrealized net gains on
available-for-sale investments
Share of other comprehensive
gain of affiliates ...............................
—
—
—
—
—
Balance as of December 31,
2020 ......................................................
1,073,891,784
Balance as of December 31,
2020 in US$ (Note 2(u)) ..................... 1,073,891,784
—
—
—
(1,146)
—
—
—
—
—
8,089
1,240
—
—
—
—
(393)
—
—
—
—
—
—
—
—
—
(178,475,480)
—
—
—
—
—
—
—
—
—
1,146
—
—
—
—
—
—
—
—
—
—
45,172
—
—
—
(7,523)
268,254
—
—
—
(45,172)
(388,499)
—
—
—
—
9,639
—
—
—
—
23,811
(3,016)
—
553,911
1,306,554
(34,995)
—
—
84,891
200,238
(5,363)
—
—
—
—
—
—
—
—
—
—
—
—
7,923
—
—
—
—
—
—
—
(7,523)
276,177
9,639
—
(393)
—
(388,499)
23,811
(3,016)
121,105
1,954,664
18,560
299,566
The accompanying notes are an integral part of the consolidated financial statements.
F-10
FANHUA INC.
Consolidated Statements of Cash Flows
(In thousands)
OPERATING ACTIVITIES
Net income ........................................................
Adjustments to reconcile net income to net
cash generated from operating activities:
Depreciation expense .........................................
Amortization of intangible assets ........................
Non-cash operating lease expense ......................
Allowance for credit losses on financial assets ....
Compensation expenses associated with stock
options ...........................................................
Loss (gain) on disposal of property, plant and
equipment .......................................................
Fair value change of non-current assets ..............
Investment income .............................................
Loss on disposal of subsidiaries ..........................
Share of income and impairment of affiliates,
net ..................................................................
Deferred taxes .........................................................
Changes in operating assets and liabilities:
Accounts receivable ...........................................
Insurance premium receivables...........................
Other receivables ...............................................
Other current assets ............................................
Other non-current assets .....................................
Accounts payable ...............................................
Insurance premium payables ..............................
Other payables and accrued expenses .................
Accrued payroll .................................................
Income taxes payable .........................................
Lease liability ....................................................
Other tax liabilities .............................................
Net cash generated from operating activities ..
Cash flows used in investing activities:
Purchase of short term investments .....................
Proceeds
from disposal of
short
term
investments.....................................................
Purchase of property, plant and equipment..........
Proceeds
from disposal of property and
equipment .......................................................
Disposal of subsidiaries, net of cash disposed
of RMB576, RMB1,517 and nil in 2018,
2019 and 2020, respectively ............................
Cash rendered for loan receivable from a third
party ..................................................................
2018
RMB
Year Ended December 31,
2019
RMB
RMB
2020
2020
US$
Note 2(u)
617,095
192,554
276,177
42,326
10,833
15,946
—
6,791
—
(133)
—
(156,047)
—
(174,468)
(18,744)
(70)
(942)
(7,272)
(15,126)
(6,291)
129,661
5,695
21,462
20,213
75,224
—
—
523,827
16,280
942
69,482
6,533
393
25
4,241
(65,616)
58
224,555
4,475
(180,230)
200
3,973
4,003
1,612
50,205
(7,347)
(25,533)
4,052
(49,969)
(76,564)
—
178,324
17,658
281
95,423
18,837
(393)
1,295
—
(14,321)
—
2,738
15,778
90,550
5,067
4,452
13,839
2,245
(5,496)
17,520
(32,159)
4,075
(9,269)
(98,866)
(3,131)
2,706
43
14,624
2,887
(60)
198
—
(2,195)
—
420
2,418
13,877
777
682
2,121
344
(842)
2,685
(4,929)
625
(1,421)
(15,152)
(480)
402,300
61,654
(11,380,198)
(7,498,701)
(7,947,662)
(1,218,032)
12,488,495
(22,765)
7,523,257
(19,686)
8,287,924
(15,250)
1,270,180
(2,337)
203
47
7,042
—
—
324
—
50
—
—
(90,000)
(13,793)
The accompanying notes are an integral part of the consolidated financial statements.
F-11
FANHUA INC.
Consolidated Statements of Cash Flows— (Continued)
(In thousands)
2018
RMB
Year Ended December 31,
2019
RMB
2020
RMB
—
481,850
—
—
90,000
—
1,567,585
11,959
325,336
2020
US$
Note 2(u)
13,793
—
49,861
Cash received for loan repayments from a third
party ...............................................................
Others
Net cash generated from investing activities....
Cash flows from financing activities:
Proceeds
employee
grantee
and
of
subscriptions ..................................................
211,054
111,304
—
—
Repayment of refundable share rights deposits
to the 521 Plan participants (Note 9) ...............
Dividends paid ...................................................
Dividend distributed to noncontrolling interest ...
Proceeds on exercise of stock options .................
Repurchase of ordinary shares from open
market .............................................................
Repurchase of ordinary
shares
from a
shareholder .....................................................
Proceed related to disposal of subsidiaries ..........
Net cash used in financing activities ................
Net increase (decrease) in cash and cash
equivalents, and restricted cash ....................
Cash and cash equivalents and restricted
Effect of exchange rate changes on cash and
cash equivalents ..............................................
Cash and cash equivalents and restricted
cash at end of year ........................................
in
on
Reconciliation
amounts
consolidated Financial position:
Cash and cash equivalents at end of year ............
Restricted cash at end of year .............................
Total of cash and cash equivalents and
the
—
(326,725)
(4,979)
3,286
—
(435,072)
(3,790)
4
(250,312)
(388,499)
—
—
(251,220)
(484,015)
(1,318,611)
22,689
—
19,463
—
—
—
(38,362)
(59,540)
—
—
—
—
—
(1,664,506)
(792,106)
(638,811)
(97,902)
426,906
(601,823)
88,825
(17,773)
19,262
(4,332)
848,166
265,605
350,098
53,655
772,823
75,343
169,653
95,952
245,428
104,670
13,613
40,706
(664)
37,613
16,042
53,655
cash at beginning of year ..............................
439,033
848,166
265,605
restricted cash at the end of the year ............
848,166
265,605
350,098
Supplemental disclosure of cash flow
information:
Income taxes paid ...................................
Supplemental disclosure of non-cash
operating activity:
Interest repayment ...................................
Effect on operating assets upon the
adoption of ASU 2016-13 on January
1, 2020 ..................................................
109,863
189,487
79,063
12,117
5,557
—
—
—
—
—
7,523
1,153
The accompanying notes are an integral part of the consolidated financial statements.
F-12
—
—
—
—
FANHUA INC.
Consolidated Statements of Cash Flows— (Continued)
(In thousands)
Supplemental disclosure of non-cash
investing activities:
Disposal of subsidiaries ...........................
Right-of-use
in
exchange for lease obligations, net of
decrease of right-of-use assets for
early terminations (Note 8) ...................
obtained
assets
loan
Conversion of
receivables
interest
(Note 2 (j)) ...........................................
the convertible
equity
into
2018
RMB
Year Ended December 31,
2019
RMB
2020
RMB
2020
US$
Note 2(u)
10,638
61,372
—
—
78,344
108,178
16,579
—
—
10,929
—
Supplemental disclosure of non-cash
financing activities:
Dividends offset against proceeds of
employee subscriptions .........................
Dividends payment offset ........................
10% consideration related to repurchase
of ordinary shares from a shareholder
(Note 9) ................................................
49,438
(62,536)
—
—
146,512
(8,184)
—
—
—
The accompanying notes are an integral part of the consolidated financial statements.
F-13
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(1)
Organization and Description of Business
Fanhua Inc. (the "Company") (formally known as "CNinsure Inc.") was incorporated in the Cayman
Islands on April 10, 2007 and listed on the Nasdaq on October 31, 2007. The Company, its subsidiaries and its
variable interest entities (the "VIEs") are collectively referred to as the "Group". The Group is principally engaged
in the provision of agency services and insurance claims adjusting services in the People’s Republic of China (the
"PRC").
(2)
Summary of Significant Accounting Policies
(a)
Basis of Presentation and Consolidation
The consolidated financial statements of the Group have been prepared in accordance with accounting
principles generally accepted in the United States of America ("US GAAP"). The consolidated financial statements
include the financial statements of the Company, all its subsidiaries and those VIEs of which the Company is the
primary beneficiary from the dates they were acquired or incorporated. All intercompany balances and transactions
have been eliminated in consolidation. In addition, the Group consolidates VIEs of which it is deemed to be the
primary beneficiary and absorbs all of the expected losses and residual returns of the entity. In December 2020, the
Group cancelled the 521 Plan and as a result, the Group no longer consolidates any VIE as of December 31, 2020.
See Note 9 for detail.
(b)
Use of Estimates
The preparation of the consolidated financial statements in conformity with US GAAP requires
management of the Group to make a number of estimates and assumptions relating to the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reported period. The Group's
management, base their estimates on historical experience and various other factors, believed to be reasonable
under the circumstances, that the results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in
the Group's consolidated financial statements included estimates of allowance for doubtful receivables and equity-
method investment impairment assessments. Actual results could differ from those estimates.
(c)
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of cash on hand, bank deposits and short-term, highly liquid
investments，which have original maturities of three months or less, and that are readily convertible to known amounts
of cash, and have insignificant risk of changes in value related to changes in interest rates.
F-14
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(c)
Cash and Cash Equivalents and Restricted Cash (Continued)
In its capacity as an insurance agent, the Group collects premiums from certain insureds and remits the
premiums to the appropriate insurance companies. Accordingly, as reported in the consolidated statements of
financial position, "premiums" are receivables from the insureds of RMB4,646 and RMB25,290 as of December
31, 2019 and 2020, respectively. Unremitted net insurance premiums are held in a fiduciary capacity until
disbursed by the Group. The Group invests these unremitted funds only in cash accounts held for a short term, and
reports such amounts as restricted cash in the consolidated statements of financial position. Also, restricted cash
balance includes the entrustment deposit received from the members of eHuzhu, an online mutual aid platform
operated by the Group, which is to be used during the one-year operating cycle and is therefore classified as a
current asset. The balance for entrustment deposit was RMB75,364 and RMB58,691 as of December 31, 2019 and
2020, respectively. Further, restricted cash balance includes guarantee deposit required by China Banking and
Insurance Regulatory Commission ("CBIRC") in order to protect insurance premium appropriation by insurance
agency which is restricted as to withdrawal for other than current operations. Thus, the Group classified the
balance for guarantee deposit as a non-current asset in 2020. The balance for guarantee was RMB15,942 and
RMB20,689 as of December 31, 2019 and 2020, respectively.
(d)
Short Term Investments
Short term investments are mainly available-for-sale investments in debt securities that do not have a
quoted market price in an active market. Available-for-sale investments are carried at fair values and the
unrealized gains or losses from the changes in fair values are included in accumulated other comprehensive
income or loss. The Group benchmarks the values of its other investments against fair values of comparable
investments and reference to product valuation reports as of the balance sheet date, and categorizes all fair value
measures of short term investments as level 2 of the fair value hierarchy.
The Group evaluates each individual investment periodically for impairment. For investments where the
Group does not intend to sell, the Group evaluates whether a decline in fair value is due to deterioration in credit
risk. Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis,
are recognized through an allowance for credit losses on the consolidated balance sheet with corresponding
adjustment in the consolidated statements of operations and comprehensive income. Subsequent increases in fair
value due to credit improvement are recognized through reversal of the credit loss and corresponding reduction in
the allowance for credit loss. Any decline in fair value that is non-credit related is recorded in accumulated other
comprehensive income as a component of shareholder's equity. As of December 31, 2020, there were no
investments held by the Group that had been in continuous unrealized loss position.
The short term investments balance were RMB1,612,351 and RMB1,307,865 as of December 31, 2019
and 2020, respectively. No impairment loss on short term investments was identified for years ended December 31,
2018, 2019 and 2020, respectively.
F-15
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(e)
Accounts Receivable and Insurance Premium Receivables
Accounts receivable are recorded at the amount that the Group expects to collect and do not bear interest.
Accounts receivable represent fees receivable on agency and claims adjusting services primarily from insurance
companies. The Group's accounts receivables include trade-related receivables and contract assets (see Note 2(r)).
Amounts collected on accounts receivable are included in net cash provided by operating activities in the
consolidated statements of cash flows.
The Group evaluates the collectability of its trade receivables and contract assets based on a combination
of factors. The Group generally does not require collateral on trade receivables and contract assets as the majority
of the Group's customers are large, well-established insurance companies. The Group estimates allowances for
expected credit losses using relevant available information from internal and external sources, related to past
events, current conditions, and reasonable and supportable forecasts. Credit loss expenses are assessed quarterly
and included in general and administrative expense on the consolidated statements of income and comprehensive
income.
Accounts receivable, net is analyzed as follows:
Accounts receivable ....................................................................................
Allowance for doubtful accounts .................................................................
Accounts receivable, net..............................................................................
As of December 31,
2019
RMB
702,666
(20,495)
682,171
2020
RMB
612,116
(29,000)
583,116
The following table summarizes the movement of the Group's allowance for expected credit losses of
accounts receivables:
2018
RMB
2019
RMB
2020
RMB
20,198
Balance at the beginning of the year ..............................................................................
21,241
20,495
—
Cumulative-effect adjustment upon adoption of ASU 2016-13
6,791
Current period provision for expected credit losses ........................................................
(5,748)
Write-offs .....................................................................................................................
21,241
Balance at the end of the year ........................................................................................
—
6,533
(7,279)
20,495
7,436
4,831
(3,762)
29,000
Insurance premium receivables consist of insurance premiums to be collected from the insureds on behalf
of insurance company customers, and are recorded at the invoiced amount and do not bear interest. Amounts
collected on insurance premium receivables are included in net cash provided by operating activities in the
consolidated statements of cash flows.
F-16
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(f)
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation and amortization are calculated using the
straight-line method over the following estimated useful lives, taking into account residual value:
Building .............................................................................
Office equipment, furniture and fixtures ..............................
Motor vehicles ....................................................................
Leasehold improvements ....................................................
Estimated useful
life (Years)
20-36
3-5
5-10
5
Estimated residual
value
0%
0%-3%
0%-3%
0%
The depreciation methods and estimated useful lives are reviewed regularly. The following table
summarizes the depreciation expense recognized in the consolidated statements of income and comprehensive
income:
Operating costs .............................................................................................................. 232
Selling expenses ............................................................................................................ 4,769
General and administrative expenses .............................................................................. 5,832
10,833
Depreciation expense .....................................................................................................
216
7,144
8,920
16,280
199
7,350
10,109
17,658
2018
RMB
2019
RMB
2020
RMB
(g)
Goodwill and Other Intangible Assets
Goodwill and amortization of intangible assets
Goodwill represents the excess of costs over fair value of net assets of businesses acquired in a business
combination. Goodwill is not amortized, but is tested for impairment at the reporting unit level at least on an
annual basis at the balance sheet date or more frequently if certain indicators arise. The Group operated in two
reporting units for the year ended December 31, 2020.
F-17
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(g)
Goodwill and Other Intangible Assets (Continued)
Goodwill and amortization of intangible assets (Continued)
Prior to January 1, 2020, the Group performed a two-step quantitative impairment test to determine the
amount, if any, of goodwill impaired. The quantitative impairment test consists of a comparison of the fair value of
each reporting unit with its carrying amount. If the carrying amount of each reporting unit exceeds its fair value, an
impairment loss equal to the difference between the implied fair value of the goodwill and the carrying value of
the goodwill will be recorded. Starting from January 1, 2020, the Group adopted ASU 2017-04, which simplifies
the accounting for goodwill impairment by eliminating Step two from the goodwill impairment test. The
impairment test is performed as of year-end or if an event occurs or circumstances change that would more likely
than not reduce the fair value of a reporting unit below its carrying amount by comparing the fair value of a
reporting unit with its carrying value. If the fair value of the reporting unit exceeds its carrying amount, goodwill is
not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value,
an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit's fair
value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.
The impairment review is highly judgmental and involves the use of significant estimates and assumptions.
These estimates and assumptions have a significant impact on the amount of any impairment charge recorded.
Estimates of fair value are primarily determined by using discounted cash flows. Discounted cash flows method is
dependent upon assumptions of future sales trends, market conditions and cash flows of each reporting unit over
several years. Actual cash flows in the future may differ significantly from those previously forecasted. Other
significant assumptions include growth rates and the discount rate applicable to future cash flows.
In 2019 and 2020, management compared the carrying value of each reporting unit, inclusive of assigned
goodwill, to its respective fair value. The fair value of all reporting units was estimated by using the income
approach. Based on this quantitative test, it was determined that the fair value of each reporting unit tested
exceeded its carrying amount and, therefore, the management concluded that goodwill was not impaired as of
December 31, 2019 and 2020, respectively.
Identifiable intangibles assets are required to be determined separately from goodwill based on their fair
values. In particular, an intangible asset acquired in a business combination should be recognized as an asset
separate from goodwill if it satisfies either the “contractual-legal” or “separability” criterion. Intangible assets with
a finite economic life are carried at cost less accumulated amortization. Amortization for identifiable intangible
assets categorized as customer relationships are computed using the accelerated method, while amortization for
other identifiable intangible assets are computed using the straight-line method over the intangible assets'
economic lives. Intangible assets with indefinite economic lives are not amortized but carried at cost less any
subsequent accumulated impairment losses. If an intangible asset that is not being amortized is subsequently
determined to have a finite economic life, it will be tested for impairment and then amortized prospectively over
its estimated remaining economic life and accounted for in the same manner as other intangible assets that are
subject to amortization. Intangible assets with indefinite economic lives are tested for impairment annually or more
frequently if events or changes in circumstances indicate that they might be impaired.
The intangible assets, net consisted of trade names with cost of RMB8,898 as of December 31, 2019 and
2020, respectively. The trade names have an estimated useful life of 9.4 to 10 years and accumulated amortization
of RMB8,576 and RMB8,854 as of December 31, 2019 and 2020, respectively. The residual balance will be fully
amortized as expenses in 2021. Aggregate amortization expenses for intangible assets were RMB15,946, RMB942
and RMB281 for the years ended December 31, 2018, 2019 and 2020, respectively.
F-18
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
(g)
Summary of Significant Accounting Policies (Continued)
Goodwill and Other Intangible Assets (Continued)
Impairment of intangible assets with definite lives
The Group evaluates the recoverability of identifiable intangible assets with determinable useful lives
whenever events or changes in circumstances indicate that these assets' carrying amounts may not be recoverable.
The Group measures the carrying amount of identifiable intangible assets with determinable useful lives against
the estimated undiscounted future cash flows associated with each asset. Impairment exists when the sum of the
expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is
calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated
based on various valuation techniques, including the discounted value of estimated future cash flows. The
evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the
asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed
and estimated amounts. During the years ended December 31, 2018, 2019 and 2020, the Group recognized no
impairment losses on identifiable intangible assets with determinable useful lives.
Impairment of indefinite-lived intangible assets
An intangible asset that is not subject to amortization is tested for impairment at least annually or more
frequently if events or changes in circumstances indicate that the asset might be impaired. Such impairment test is
to compare the fair values of assets with their carrying amounts and an impairment loss is recognized if and when
the carrying amounts exceed the fair values. The estimates of fair values of intangible assets not subject to
amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions
are inherent in this process, including estimates of discount rates or market price. Discount rate assumptions are
based on an assessment of the risk inherent in the respective intangible assets. Market prices are based on potential
purchase quote from a third party, if any. During the years ended December 31, 2018, 2019 and 2020, the Group
recognized no impairment losses on its indefinite-lived intangible assets.
(h)
Other Receivables and Other Current Assets
Other receivables and other current assets mainly consist of loans and amounts due from third parties,
advances, deposits, interest receivables and prepaid expenses. See Note 4 for details.
(i)
Investment in Affiliates
The Group uses the equity method of accounting for investments in which the Group has the ability to
exercise significant influence, but does not have a controlling interest.
The Group continually reviews its investment in equity investees to determine whether a decline in fair
value to an amount below the carrying value is other-than temporary. The primary factors the Group considers in
its determination are the duration and severity of the decline in fair value; the financial condition, operating
performance and the prospects of the equity investee; and other company specific information such as the stock
price of the investee and its corresponding volatility, if publically traded, the Group's intent and ability to hold the
investment until recovery, and changes in the macro-economic, competitive and operational environment of the
investee. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee
is written down to fair value.
F-19
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(j)
Long-term Equity Investments and Convertible Loan Receivable
Other non-current assets mainly represent long-term equity investments accounted for under the
measurement alternative method and the convertible loan receivable.
Equity securities without readily determinable fair value
The Group has long-term investments in equity security of certain privately held companies which the
Group exerts no significant influence or a controlling interest. As a result of adoption of "Financial Instruments-
Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities" ("ASU
2016-01") in January 1, 2019, equity securities without readily determinable fair values that do not qualify for the
practical expedient in ASC 820, Fair Value Measurements and Disclosure to estimate fair value using the net asset
value per share (or its equivalent) of the investment, are measured and recorded using a measurement alternative
that measures the securities at cost less impairment, if any, plus or minus changes resulting from qualifying
observable price changes.
At each reporting period, the Group makes a qualitative assessment considering impairment indicators to
separately evaluate whether each of its equity securities without readily determinable fair is impaired. Impairment
indicators that the Group considers include, but are not limited to a significant deterioration in the earnings
performance, credit rating, asset quality, or business prospects of the investee, factors such as negative cash flows
from operations and working capital deficiencies that raise significant concerns about the investee’s ability to
continue as a going concern, current economic and market conditions and other specific information.
The Group used the discounted cash flow method to estimate the fair value of its equity securities without
readily determinable fair value as of each reporting date and recorded an impairment of nil, nil and RMB10,929
during the years ended December 31, 2018, 2019 and 2020, respectively, in the consolidated statements of income
and comprehensive income.
Convertible loan receivable
The Group has elected the fair value option for the convertible loan receivable, which permits the
irrevocable fair value option election on an instrument-by-instrument basis at initial recognition of an asset or
liability or upon an event that gives rise to a new basis of accounting for that instrument. The convertible loan
receivable accounted for under the fair value option are carried at fair value with realized or unrealized gains and
losses recorded in the consolidated income statements.
On October 10, 2019, the Group partially exercised the conversion option embedded in its convertible loan
receivable from Beijing Cheche Technology Co. Ltd. and waived the conversion right on the remaining balance.
Upon conversion, the Group uses the relative carrying amount approach to record RMB10,929 as the initial cost of
the equity investment converted in Cheche Cayman in other non-current assets, and RMB6,830 in other
receivables, net (see Note 4) for the unconvertible balance of RMB50,000 plus interest in the consolidated
statements of financial position. Thus, there was no such assets included in the balance of other non-current assets
as of December 31, 2019 and 2020, respectively.
F-20
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(k)
Impairment of Long-Lived Assets
Property, plant, and equipment are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used
is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows
expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized for the amount by which the carrying value of the asset exceeds the fair value of
the asset.
(l)
Insurance Premium Payables
Insurance premium payables are insurance premiums collected on behalf of insurance companies but not
yet remitted as of the balance sheet dates.
(m)
Treasury shares
Treasury shares represent ordinary shares repurchased by the Group that are no longer outstanding and are
held by the Group. The repurchased ordinary shares are recorded whereby the total par value of shares acquired is
recorded as treasury stock and the difference between the par value and the amount of cash paid is recorded in
additional paid-in capital. If additional paid-in capital is not available or is not sufficient, the remaining amount is
to reduce retained earnings. See Note 20 for details.
(n)
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized
for temporary differences between the tax basis of assets and liabilities and their reported amounts in the
consolidated financial statements, net operating loss carryforwards and credits by applying enacted statutory tax
rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Group presents an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the
statements of financial position as a reduction to a deferred tax asset for a net operating loss carryforward, a
similar tax loss, or a tax credit carryforward, except to the extent a net operating loss carryforward, a similar tax
loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable
jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the
tax law of the applicable jurisdiction does not require the Group to use, and the Group does not intend to use, the
deferred tax asset for such purpose, the unrecognized tax benefit is presented in the statements of financial position
as a liability.
F-21
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(o)
Share-based Compensation
All forms of share-based payments to employees and nonemployees, including stock options and stock
purchase plans, are treated the same as any other form of compensation by recognizing the related cost in the
consolidated statements of income and comprehensive income. The Group recognizes compensation cost for an
award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite
service period for the entire award, provided that the amount of compensation cost recognized at any date must at
least equal to the portion of the grant-date value of the award that is vested at that date. For awards with both
service and performance conditions, if each tranche has an independent performance condition for a specified
period of service, the Group recognizes the compensation cost of each tranche as a separate award on a straight-
line basis; if each tranche has performance conditions that are dependent of activities that occur in the prior service
periods, the Group recognizes the compensation cost on a straight-line basis over the requisite service period for
each separately vesting portion of the award as if the award was, in-substance, multiple awards. No compensation
cost is recognized for instruments that employees and nonemployees forfeit because a service condition or a
performance condition is not satisfied.
Employee share-based compensation
Compensation cost related to employee stock options or similar equity instruments is measured at the
grant date based on the fair value of the award and is recognized over the service period, which is usually the
vesting period. If an award requires satisfaction of one or more performance or service conditions (or any
combination thereof), compensation cost is recognized if the requisite service is rendered, while no compensation
cost is recognized if the requisite service is not rendered.
Nonemployee share-based compensation
The Group early adopted the ASU 2019-07, "Compensation — Stock Compensation (Topic 718):
Improvements to Nonemployee Share-Based Payment Accounting", prospectively starting from 2019. Consistent
with the accounting requirement for employee share-based compensation, nonemployee share-based compensation
within the scope of Topic 718 are measured at grant-date fair value of the equity instruments, which the Group is
obligated to issue when the service has been rendered and any other conditions necessary to earn the right to
benefit from the instruments have been satisfied.
Classification of award
Options or similar instruments on shares shall be classified as liabilities instead of equity if either of the
following conditions is met:
The underlying shares are classified as liabilities;
The Group can be required under any circumstances to settle the option or similar instrument by
transferring cash or other assets.
The Group measures a liability award under a share-based payment arrangement based on the award’s fair
value remeasured at each reporting date until the date of settlement. The corresponding credit is recorded as a
share-based liability. Compensation cost for each period until settlement shall be based on the change (or a portion
of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in
the fair value of the instrument for each reporting date.
The Group measures an equity award based on the awards' fair value on grant date and recognizes the
compensation cost over the vesting periods, with the corresponding credit recorded as additional paid-in capital.
F-22
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(o)
Share-based Compensation (Continued)
Modification of an Award
A change in any of the terms or conditions of the awards is accounted for as a modification of the award.
Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the
fair value of the original award immediately before its terms are modified, measured based on the fair value of the
awards and other pertinent factors at the modification date. For vested awards, the Group recognizes incremental
compensation cost in the period the modification occurs. For unvested awards, the Group recognizes over the
remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized
compensation cost for the original award on the modification date. If the fair value of the modified award is lower
than the fair value of the original award immediately before modification, the minimum compensation cost the
Group recognizes is the cost of the original award.
Cancellation of an Award
A cancellation of an award that is not accompanied by the concurrent grant of (or offer to grant) a
replacement award or other valuable consideration shall be accounted for as a repurchase for no consideration.
Accordingly, any previously unrecognized compensation cost shall be recognized immediately at the cancellation
date.
The Group recognized share-based compensation expenses of nil and RMB393 for the years ended
December 31, 2018 and 2019, respectively in the selling, general and administrative expenses. In the third quarter
of 2020, the Group concluded that the stock options related to the 521 Plan were not probable to be vested because
the performance target was not probable to be met. Accordingly, RMB393 of cumulative cost recognized in prior
periods was reversed. In December 2020, the Group canceled the 521 Plan without any replacement awards (see
more details in Note 19(b)).
(p)
Employee Benefit Plans
As stipulated by the regulations of the PRC, the Group’s subsidiaries in the PRC participate in various
defined contribution plans organized by municipal and provincial governments for its employees. The Group is
required to make contributions to these plans at a percentage of the salaries, bonuses and certain allowances of the
employees. Under these plans, certain pension, medical and other welfare benefits are provided to employees. The
Group has no other material obligation for the payment of employee benefits associated with these plans other than
the annual contributions described above. The contributions are charged to the consolidated statements of income
and comprehensive income as they become payable in accordance with the rules of the above mentioned defined
contribution plans.
(q)
Revenue Recognition
On January 1, 2018, the Group adopted ASC 606 “Revenue from Contracts with Customers” (“ASC 606”)
and applied the modified retrospective method to all contracts that were not completed as of January 1, 2018.
Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period
amounts were not adjusted and reported under the accounting standards in effect for the periods presented.
F-23
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(q)
Revenue Recognition (Continued)
The Group’s revenue from contracts with insurance companies is derived principally from the provision of
agency and claims adjusting services, and insurance companies are defined as the Group's customers under ASC
606. The Group disaggregates its revenue from different types of service contracts with customers by principal
service categories, as the Group believes it best depicts the nature, amount, timing and uncertainty of its revenue
and cash flows. See Note 22 for detailed disaggregated revenue information that is disclosed for each reportable
segment.
The following is a description of the accounting policy for the principal revenue streams of the Group.
Insurance agency services revenue
The Group derives agency revenue serving as a sales agent to distribute various life insurance and property
and casualty ("P&C") insurance products on behalf of insurance companies by which the Group is entitled to
receive initial commission from the insurance companies based on the premium paid by the policyholders for the
related insurance policy sold. For life insurance agency, the Group is also entitled to renewal commissions when
the policyholder renews the policy within the renewal term of the original policy as such life insurance products
are typically long-term products.
The Group has identified its promise to sell insurance products on behalf of an insurance company as the
performance obligation in its contracts with the insurance companies. The Group’s performance obligation to the
insurance company is satisfied and revenue is recognized at a point in time when an insurance policy becomes
effective. Specifically for life insurance agency business, certain contracts include the promise to provide certain
post-sales administrative services to policyholders on behalf of the insurance company, such as responding to the
policyholder inquiries, facilitating the renewal process and/or gathering information from the policyholder to assist
the insurance companies to update the contact information of the policy holder, the Group has concluded such
services are administrative in nature and immaterial, and none of these activities on their own results in a transfer
of a good or services to the insurance company in the context of the contract. Accordingly, no performance
obligation exists after a policy becomes effective.
Initial placement of an insurance policy
The Group recognizes agency revenue related P&C insurance products (which is short term in nature and
related premium are collected upfront) when an insurance policy becomes effective. The commission to be earned
is required to be partially refunded contingently on policy cancellations. Based on its past experience, subsequent
commission adjustments in connection with P&C insurance policy cancellations have been de minims to date, and
are recognized upon notification from the insurance carriers. Actual commission and fee adjustments in connection
with the cancellation of P&C insurance policies were 0.2%, 0.1% and 0.2% of the total commission and fee
revenues during years ended December 31, 2018, 2019 and 2020, respectively.
F-24
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(q)
Revenue Recognition (Continued)
Insurance agency services revenue (Continued)
Initial placement of an insurance policy (Continued)
For life insurance products, there is generally a 10 to 15 days hesitation period after an initial placement of
a life insurance policy, during which the policyholder has a legal right to unconditionally cancel the effective
policy due to regardless of the reasons. According to relevant terms of the insurance agency contracts with
customers, the Group reconciles information of polices sold which also includes polices that have been cancelled
by policyholders within the hesitation period, with the insurance companies on a monthly basis. Therefore, the
Group estimates cancellation of polices that have become effective but still within the hesitation period based on
subsequent actual data at each reporting date. The cancellation of an effective life insurance policy by the
policyholder after the hesitation period does not require the Group to refund initial commission to insurance
companies, but rather impacts the Group's estimate on future commission related to renewal(s) of the policy.
In addition, for life insurance agency, the Group may receive a performance bonus from insurance
companies as agreed and per contract provisions. Once the Group achieves a certain sales volume based on
respective agency agreements, the bonus will become due. Performance bonus represent a form of variable
consideration associated with certain sales volume, for which the Group earns commissions. The Group estimates
the amount of consideration with a constraint applied that will be received in the coming year such that a
significant reversal of revenue is not probable, and includes performance bonus as part of the transaction price. For
the years ended December 31, 2018, 2019 and 2020, the Group recognized contingent performance bonus of
RMB23,166, RMB58,124 and RMB17,265, respectively.
Renewals of a life insurance policy
For the long-term life insurance products, in addition to the initial commission earned, the Group is also
entitled to subsequent renewal commission and compensation, and renewal performance bonus which represent
variable considerations and are contingent on future renewals of initial policies or the Group achieves its
performance target.
When making estimates of the amount of variable consideration to which the Group expects to be entitled,
the Group uses the expected value method and evaluates many factors, including but not limited to, insurance
companies mix, product mix, renewal term of various products, renewal premium rates and commission rates, to
determine the method(s) of measurement, relevant inputs and the underlying assumptions. The Group considers
constraints as well as when determining the amount which should be included in the transaction price.
F-25
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(q)
Revenue Recognition (Continued)
Renewals of a life insurance policy (Continued)
For years ended December 31, 2018, 2019 and 2020, revenue related to the variable consideration is
recorded when it is probable that a significant reversal in the amount of cumulative revenue recognized will not
occur, i.e., when a policyholder pays the renewal premium to the insurance company, and the policy is renewed
because the Group was not able to conclude a significant reversal to the estimated variable consideration not
probable, considering factors such as a) the Group has limited history of selling its current life insurance products
with its current customers, such that the Group's past experience in outdated products is of little predictive value in
renewal(s) rate estimate; b) the occurrence of a renewal is outside the Group's control and the estimate of renewal
premium rates is complex and requires significant assumptions; and c) the contingency lasts across a long period of
time.
Insurance claims adjusting services revenue
For insurance claims adjusting services, performance obligations are considered met and revenue is
recognized when the services are rendered and completed, at the time loss adjusting reports are confirmed being
received by insurance companies. The Group does not accrue any service fee before the receipt of an insurance
company’s acknowledgement of receiving the adjusting reports. Any subsequent adjustments in connection with
discounts which have been de minims to date are recognized in revenue upon notification from the insurance
companies.
Contract balances
The Group’s contract balances include accounts receivable and contract asset. The balances of accounts
receivable as of December 31, 2019 and 2020 are all derived from contracts with customers. See Note 2(e) for
details.
The balances of contract asset are RMB131,063 and RMB198,357 as of December 31, 2019 and
December 31, 2020, respectively.
The Group has no advance from customers in advance of revenue recognition, or contract liability and,
therefore, none of revenue recognized in the current period that was previously recognized as a contract liability.
F-26
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(q)
Revenue Recognition (Continued)
Practical Expedients and Exemptions
The Group generally expenses sales commissions when incurred because the amortization period would
have been one year or less. These costs are recorded within sales and marketing expenses in the consolidated
statements of operations and comprehensive income, as the amortization period is less than one year and the Group
has elected the practical expedient included in ASC 606.
The Group has applied the optional exemption provided by ASC 606 to not disclose the value of
remaining performance obligations not yet satisfied as of period end for contracts with original expected duration
of one year or less.
Value-Added Tax and Surcharges
The Group presents revenue net of tax surcharges and value-added taxes incurred. The tax surcharges
amounted to RMB21,508, RMB21,916 and RMB20,610 for the years ended December 31, 2018, 2019 and 2020,
respectively.
Total value-added taxes paid by the Group during the years ended December 31, 2018, 2019 and 2020
amounted to RMB179,317, RMB197,067 and RMB179,663 respectively.
(r)
Fair Value of Financial Instruments
Fair value is considered to be the price that would be received from selling an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. When determining the fair
value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers
the principal or most advantageous market in which it would transact and considers assumptions that market
participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to
maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A
financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:
Level 1
Level 2
Level 3
Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or
liabilities.
Applies to assets or liabilities for which there are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability such as quoted prices for similar assets or
liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient
volume or infrequent transactions (less active markets); or model-derived valuations in which
significant inputs are observable or can be derived principally from, or corroborated by, observable
market data.
Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology
that are significant to the measurement of the fair value of the assets or liabilities.
The carrying values of the Group’s financial instruments, including cash and cash equivalents, restricted
cash, accounts receivable, insurance premium receivables and payables, other receivables, accounts payable and
other payables, approximate their fair values due to the short-term nature of these instruments.
F-27
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(r)
Fair Value of Financial Instruments (Continued)
Measured at fair value on a recurring basis
As of December 31, 2019 and 2020, information about inputs into the fair value measurements of the
Group’s assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their
initial recognition is as follows.
Fair Value Measurements at Reporting Date Using
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
RMB
As of
December 31,
2019
RMB
Significant
Other
Observable
Inputs
(Level 2)
RMB
Significant
Unobservable
Inputs
(Level 3)
RMB
1,612,351
—
1,612,351
—
Fair Value Measurements at Reporting Date Using
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
RMB
As of
December 31,
2020
RMB
Significant
Other
Observable
Inputs
(Level 2)
RMB
Significant
Unobservable
Inputs
(Level 3)
RMB
1,307,865
—
1,307,865
—
Description
Short-term investments -
debt security
Description
Short-term investments -
debt security
The majority of debt security consists of investments in trust products and asset management plans that
normally pay a prospective fixed rate of return. These investments are recorded at fair values on a recurring basis.
The Group measured these investments at fair values and the unrealized gains or losses from the changes in fair
values are included in accumulated other comprehensive income or loss, at the balance sheet date. It is classified as
Level 2 of the fair value hierarchy since fair value measurement at reporting date is benchmarked against fair value
of comparable investments.
Measured at fair value on a non-recurring basis
The Group measures certain assets, including equity securities without readily determinable fair values,
equity method investments and intangible assets, at fair value on a nonrecurring basis when they are deemed to be
impaired. The fair values of these investments and intangible assets are determined based on valuation techniques
using the best information available, and may include management judgments, future performance projections, etc.
An impairment charge to these investments is recorded when the cost of the investment exceeds its fair value and
this condition is determined to be other-than-temporary. Impairment charge to the intangible assets is recorded
when their carrying amounts may not be recoverable.
F-28
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(r)
Fair Value of Financial Instruments (Continued)
Measured at fair value on a non-recurring basis (Continued)
Goodwill (Note 6) and intangible assets (Note 2(g)) with indefinite lives are measured at fair value on a
nonrecurring basis, and they are recorded at fair value only when impairment is recognized by applying
unobservable inputs such as forecasted financial performance of the acquired business, discount rate, etc. to the
discounted cash flow valuation methodology that are significant to the measurement of the fair value of these
assets (Level 3).
Investments in affiliates (Note 7) are measured at fair value on a nonrecurring basis, and they are
recorded at fair value only when there is other-than-temporary-impairment. The fair value of investment in an
affiliate that is publicly listed is determined based on the market value of its share (Level 1) on the date such
impairment is recorded.
(s)
Foreign Currencies
The functional currency of the Company is the United States dollar ("USD"). Assets and liabilities are
translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates
and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments
are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive
income or loss in the consolidated statements of income and comprehensive income. The Group has chosen the
Renminbi ("RMB") as their reporting currency.
The functional currency of most of the Company’s subsidiaries is RMB. Transactions in other currencies
are recorded in RMB at the rates of exchange prevailing when the transactions occur. Monetary assets and
liabilities denominated in other currencies are translated into RMB at rates of exchange in effect at the balance
sheet dates. Exchange gains and losses are recorded in the consolidated statements of income and comprehensive
income.
(t)
Foreign Currency Risk
The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the
authority of the People's Bank of China, controls the conversion of RMB into foreign currencies. The value of
RMB is subject to changes in central government policies and international economic and political developments
that affect supply and demand in the China Foreign Exchange Trading System market of cash and cash equivalents
and restricted cash. The Group had aggregate amounts of RMB220,895 and RMB172,359 of cash and cash
equivalents and restricted cash denominated in RMB as of December 31, 2019 and 2020, respectively.
F-29
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(u)
Translation into USD
The consolidated financial statements of the Group are stated in RMB. Translations of amounts from RMB
into USD are solely for the convenience of the readers outside of China and were calculated at the rate of US$1.00
= RMB6.5250, representing the noon buying rate in the City of New York for cable transfers of RMB on
December 31, 2020, the last business day in fiscal year 2020, as set forth in H.10 statistical release of the Federal
Reserve Bank of New York. The translation is not intended to imply that the RMB amounts could have been, or
could be, converted, realized or settled into USD at such rate.
(v)
Segment Reporting
As of December 31, 2020, the Group operated two segments: (1) the insurance agency segment, which
mainly consists of providing agency services for P&C insurance products and life insurance products to individual
clients, and (2) the claims adjusting segment, which consists of providing pre-underwriting survey services, claim
adjusting services, disposal of residual value services, loading and unloading supervision services, and consulting
services. Details of operating segments are further described in Note 22. Operating segments are defined as
components of an enterprise for which separate financial information is available and evaluated regularly by the
Group’s chief operating decision maker in deciding how to allocate resources and in assessing performance.
Substantially all revenues of the Group are derived in the PRC and all long-lived assets are located in the
PRC.
(w)
Earnings per Share ("EPS") or ADS
Basic EPS is calculated by dividing the net income available to common shareholders by the weighted
average number of ordinary shares /ADS outstanding during the year. Diluted EPS is calculated by using the
weighted average number of ordinary shares /ADS outstanding adjusted to include the potentially dilutive effect of
outstanding share-based awards, unless their inclusion in the calculation is anti-dilutive.
The contingently issuable shares /ADS related to the 521 Plan (see Note 19(b) for details), are subject to
fulfillment of the performance conditions as stipulated under the 521 Plan. Therefore, these shares are excluded
from basic earnings per share until the shares are fully vested upon the achievement of performance conditions
under the 521 Plan by the Participants. In December 2020, the Group cancelled the 521 Plan.
(x)
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs amounted to RMB34,663, RMB44,387 and
RMB37,389 for the years ended December 31, 2018, 2019 and 2020, respectively.
(y)
Leases
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The Group adopted this new
standard on January 1, 2019 and used the effective date as the date of initial application on a modified
retrospective basis. The Group elected to apply the transition requirements as the effective date rather than at the
beginning of the earliest comparative period presented with a cumulative effect adjustment to the opening balance
of retained earnings in the period of adoption, and prior periods were not restated. Upon adoption, the Group
elected to use the package of three practical expedients in transition under ASC 842, exempting the Group from
reassessing the lease identification, lease classification and initial direct costs associated with any expired or
existing contracts as of the date of adoption. However, the Group determined not to elect to adopt the hindsight
practical expedient and therefore maintained the lease terms previously determined under ASC 840.
F-30
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(y)
Leases (Continued)
The Group leases office space, vehicles and certain equipment under operating leases for terms ranging
from short term (under 12 months) to 10 years. The Group does not have options to extend or terminate leases, as
the renewal or termination of relevant lease is on negotiation basis. As a lessee, the Group does not have any
financing leases and none of the leases contain material residual value guarantees or material restrictive covenants.
The Group's office space leases typically have initial lease terms of 2 to 7 years, and vehicles and equipment leases
typically have an initial term of 12 months or less. The Group's office space leases include fixed rental payments.
The lease payments for the Group's office space leases do not consist of variable lease payments that depend on an
index or a rate.
The Group determines whether a contract contains a lease at contract inception. A contract contains a lease
if there is an identified asset and the Group has the right to control the use of the identified asset. At the
commencement of each lease, management determines its classification as an operating or finance lease. For leases
that qualify as operating leases, the Group recognizes a right-of-use (“ROU”) asset and a lease liability based on
the present value of the lease payments over the lease term in the consolidated statements of financial position at
commencement date. As all of the leases do not have implicit rates available, the Group uses incremental
borrowing rates based on the information available at lease commencement date in determining the present value
of future payments. The incremental borrowing rates are estimated to approximate the interest rate on a
collateralized basis with similar terms and payments, and in economic environments where the leased assets are
located.
Upon adoption of ASU 2016-02 on January 1, 2019, the Group elected to use the remaining lease term as
of January 1, 2019 in the estimation of the applicable discount for rate for leases that were in place at adoption. For
the initial measurement of the lease liabilities for leases commencing after January 1, 2019, the Group uses the
discount rate as of the commencing date of the lease, incorporating the entire lease term. Current maturities and
long-term portions of operating lease liabilities are classified as current operating lease liability and non-current
operating lease liability, respectively, in the consolidated statements of financial position. As a result of the
adoption, the Group recognized approximately RMB181,576 of ROU assets recorded in right-of-use assets and a
lease liability of approximately RMB181,457 in operating lease liability in the consolidated statements of financial
position as of January 1, 2019. The adoption had no material impact on the Group’s consolidated statements of
income and consolidated statements of cash flows for the year ended December 31, 2019.
The ROU asset is measured at the amount of the lease liabilities with adjustments, if applicable, for lease
prepayments made prior to or at lease commencement, initial direct costs incurred and lease incentives. For office
space leases beginning in 2019 and later, the Group identifies the lease and non-lease components (e.g., common-
area maintenance costs) and accounts for non-lease components separately from lease component. The Group's
office space lease contracts have only one separate lease component and have no non-components (e.g., property
tax or insurance). Most of the office space lease contracts have no non-lease components. For the office space
lease contracts include non-lease components, the fixed lease payment is typically itemized in the office space
lease contract for separate lease component and non-lease component. Therefore, the Group does not allocate the
consideration in the contract to the separate lease component and the non-lease component.
Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The
Group has made an accounting policy election to exempt leases with an initial term of 12 months or less without a
purchase option that is likely to be exercised from being recognized on the balance sheet. Payments related to
those leases continue to be recognized in the consolidated statement of income and comprehensive income on a
straight-line basis over the lease term.
In addition, the Group does not have any related-party leases or sublease transactions.
F-31
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(y)
Leases (Continued)
The Group elected to consistently account for eligible current and future concessions resulting directly
from COVID-19 by accounting for the concessions as if they were made under the enforceable rights included in
the original agreements. The rent concessions received in 2020 amounted to RMB832.
(z)
Accumulated Other Comprehensive Income
The Group presents comprehensive income in the consolidated statements of income and comprehensive
income with net income in a continuous statement.
Accumulated other comprehensive income mainly represents foreign currency translation adjustments,
changes in fair value of short term investments and share of other comprehensive income of the affiliates for the
period.
(aa)
Recently Adopted Accounting Pronouncements
Financial Instruments – Credit Losses (Topic 326) – In June 2016, the FASB issued Accounting
Standards Update ("ASU") No. 2016-13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments. This guidance requires financial assets measured at amortized cost basis to be
presented at the net amount expected to be collected. It also requires credit losses on available-for-sale debt
securities to be presented as an allowance, rather than reducing the carrying amount. ASU 2016-13 is effective for
fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years. ASU 2016-13
adds to U.S. GAAP an impairment model (known as the current expected credit loss (CECL) model) that is based
on expected losses rather than incurred losses.
The Group adopted ASU 2016-13, including applicable amendments in other ASUs issued subsequent to
ASU 2016-13 on January 1, 2020 under a modified-retrospective basis resulting in a cumulative-effect adjustment
of RMB7,523 reduction to the opening retained earnings balance and the recognition of a RMB7,523 allowance
for credit losses in the consolidated balance sheet as of January 1, 2020. Results for periods after January 1, 2020
are presented under ASU 2016-13 while prior period amounts continue to be reported under the previous
accounting standards.
The Group evaluates each individual investment periodically for impairment. For investments where the
Group does not intend to sell, the Company evaluates whether a decline in fair value is due to deterioration in
credit risk. Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized
cost basis, are recognized through an allowance for credit losses on the consolidated balance sheet with
corresponding adjustment in the consolidated statements of operations and comprehensive income. Subsequent
increases in fair value due to credit improvement are recognized through reversal of the credit loss and
corresponding reduction in the allowance for credit loss. Any decline in fair value that is non-credit related is
recorded in accumulated other comprehensive income as a component of shareholder's equity. As of December 31,
2020, there were no investments held by the Group that had been in continuous unrealized loss position.
F-32
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(2)
Summary of Significant Accounting Policies (Continued)
(aa)
Recently Adopted Accounting Pronouncements (Continued)
The impact from the adoption of ASU 2016-13 is summarized as follows:
December 31, 2019
RMB
Transition
Adjustments
RMB
Accounts receivable .................................................................................... 682,171
61,570
Other receivable ..........................................................................................
3,440,843
Total assets .................................................................................................
Retained earnings ........................................................................................ 1,479,494
(7,436)
(87)
(7,523)
(7,523)
January 1, 2020
RMB
674,735
61,483
(3,433,320)
1,471,971
Financial Instruments (Topic 820) – In 2018, the FASB issued ASU No. 2018-13, to change the
disclosure requirements for fair value measurement with the objective of improving the effectiveness of the notes
to financial statements. This new guidance removed and modified certain disclosure requirements under Topic 820.
The Group adopted this guidance on January 1, 2020 with no material impact on the consolidated financial
statements.
Intangible – Goodwill and Other (Topic 350) – In 2017, the FASB issued ASU 2017-04 to simplify the
subsequent measurement of goodwill by removing the requirement to perform a hypothetical purchase price
allocation to compute the implied fair value of goodwill to measure impairment. Instead, any goodwill impairment
will equal the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying
amount of goodwill. In addition, the guidance eliminates the requirements for any reporting unit with a zero or
negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2
of the goodwill impairment test. This standard is effective for annual or any interim goodwill impairment test in
fiscal years beginning after December 15, 2019. The Group adopted this guidance on January 1, 2020 with no
material impact on the consolidated financial statements.
(ab)
Recently Issued Accounting Standards
New accounting standards not yet adopted that could affect the Group's consolidated financial statements
in the future are summarized as follows:
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the
Accounting for Income Taxes. The amendments in this update simplify the accounting for income taxes by
removing exceptions related to the incremental approach for intra-period tax allocation, certain deferred tax
liabilities, and the general methodology for calculating income taxes in an interim period. The amendment also
provides simplification related to accounting for franchise (or similar) tax, evaluating the tax basis step up of
goodwill, allocation of consolidated current and deferred tax expense, reflection of the impact of enacted tax law
or rate changes in annual effective tax rate calculations in the interim period that includes enactment date, and
other minor codification improvements. For public business entities, the amendments are effective for fiscal years,
and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the
amendments is permitted, including adoption in any interim period for public business entities for periods in which
financial statements have not yet been issued. The Group will adopt this guidance in the first quarter of 2021 and is
still evaluating, but does not expect the adoption of this standard to have a material impact on its consolidated
financial statements.
In October 2020, the FASB issued ASU 2020-10, Codification Improvements – Disclosures to align with
the SEC’s regulations. This ASU improves consistency by amending the codification to include all disclosure
guidance in the appropriate disclosure sections and clarifies application of various provisions in the Codification
by amending and adding new headings, cross referencing to other guidance, and refining or correcting
terminology.The Group is currently assessing the impact that ASU 2020-10 will have on the disclosures of its
future consolidated financial statements.
F-33
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(3)
Acquisitions, disposals and reorganization
There was no acquisition or disposal during 2020.
Disposal of subsidiaries in 2019
a.
Disposal of Guangdong Fanhua Fangzhong Investment Management Co., Ltd.
In July 2019, the Group disposed of Guangdong Fanhua Fangzhong Investment Management Co., Ltd. to
its minority shareholder, for a total consideration of RMB61,372, which has been offset against the Group's other
payables due to the disposed subsidiary as of December 31, 2019. As the sales consideration equals to the net book
value of the subsidiary at the time of disposal, no gain or loss on disposal of the subsidiary was recognized by the
Group. Guangdong Fanhua Fangzhong Investment Management Co., Ltd. is an investment holding company with
no actual business operation after year 2010.
b. Disposal of Hubei Fanhua Insurance Agency Co., Ltd.
In November 2019, the Group disposed of Hubei Fanhua Insurance Agency Co., Ltd. to three independent
third party individuals, for a total consideration of RMB300, which has been settled as of December 31, 2019. The
Group recognized a loss of RMB58 on disposal of this subsidiary, which was determined by the excess of the net
book value of the subsidiary over the sales consideration at the time of disposal.
Disposal of subsidiaries in 2018
c. Disposal of InsCom service Limited and InsCom Holding Limited
In October 2018, the Group disposed of InsCom service Limited, InsCom Holding Limited and their
subsidiaries (collectively "InsCom") to an independent third party, for a total consideration of RMB11,214, which
were settled as of December 31, 2018. No gain or loss on disposal of InsCom was recognized by the Group, which
was determined by the sales consideration equaling to the net book value of the subsidiaries at the time of disposal.
InsCom Service Limited, InsCom Holdings Limited and their subsidiaries are investment holding companies with
no actual business operation after the Group's restructuring in 2016.
(4)
Other Receivables, net
Other receivables, net consist of the following:
Advances to staff (i) ....................................................................................
Advances to entrepreneurial agents (ii) ........................................................
Advances to a third party channel vendor (iii) .............................................
Rental deposits ............................................................................................
Amount due from a third party (iv) ..............................................................
Amount due from payment platform ............................................................
Other .........................................................................................................
Less: Allowance for current expected credit losses.......................................
Other receivables, net
As of December 31,
2019
RMB
2020
RMB
9,578
3,523
13,575
14,333
6,830
9,926
3,805
—
61,570
14,142
1,290
14,318
14,824
6,830
3,079
2,685
(6,926)
50,242
(i)
This represented advances to staff of the Group for daily business operations which are unsecured, interest-
free and repayable on demand.
(ii) This represented advances to entrepreneurial agents who provide services to the Group. The advances are
used by agents to develop business. The advances were unsecured, interest-free and repayable on demand.
F-34
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(4)
Other Receivables, net (continued)
(iii) This represented advances to a third-party channel vendor, which are unsecured, interest-free and repayable
on demand.
(iv) This represented the amount receivable from Cheche as a result of conversion of loan receivable in October
2019. On October 27, 2020, the original due date of the receivable, the Group entered into a supplemental
agreement with Cheche to extend the maturity date of the loan receivable to October 26, 2022.
(5)
Property, Plant and Equipment
Property, plant and equipment, net, is comprised of the following:
Building ......................................................................................................
Office equipment, furniture and fixtures ......................................................
Motor vehicles ............................................................................................
Leasehold improvements .............................................................................
Total ...........................................................................................................
Less: Accumulated depreciation ..................................................................
Property, plant and equipment, net...............................................................
As of December 31,
2019
RMB
12,317
131,878
11,228
24,386
179,809
(139,003)
40,806
2020
RMB
12,317
134,625
11,701
29,110
187,753
(150,975)
36,778
No impairment for property, plant and equipment was recorded for the years ended December 31, 2018,
2019 and 2020.
(6)
Goodwill
The gross amount of goodwill and accumulated impairment losses by segment as of December 31, 2019
and 2020 are as follows:
Agency
segment
RMB
Gross as of December 31, 2019 and 2020 .................................................... 131,977
Accumulated impairment loss as of December 31, 2019
(22,108)
and 2020 ..................................................................................................
Net as of December 31, 2019....................................................................... 109,869
Net as of December 31, 2020....................................................................... 109,869
Claims
Adjusting
segment
RMB
21,137
(21,137)
—
—
Total
RMB
153,114
(43,245)
109,869
109,869
The Group performed the annual impairment analysis as of the balance sheet date. There has been no
impairment loss recognized in goodwill for the years ended December 31, 2018, 2019 and 2020.
F-35
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(7)
Investments in Affiliates
As of December 31, 2020, the Group’s investments accounted for under the equity method totaled
RMB357,661 (as of December 31, 2019: RMB363,414).
Investments as of December 31, 2019 and 2020 were as follows:
CNFinance ..................................................................................................
Puyi. ...........................................................................................................
Teamhead Automobile ................................................................................
Total ...........................................................................................................
Investment in CNFinance Holdings Limited ("CNFinance")
As of December 31,
2019
RMB
352,540
10,670
204
363,414
2020
RMB
347,769
9,586
306
357,661
The Group holds 18.5% equity interest of CNFinance after CNFinance’s listing in New York Stock
Exchange “NYSE” (symbol: CNF) on November 7, 2018. CNFinance is a leading home equity loan service
provider incorporated in the Cayman Islands and based in Guangzhou, PRC. Investment in CNFinance is
accounted for using the equity method as the Group has significant influence by the right to nominate one board
members out of seven.
As of December 31, 2020, due to the continued decline in the share price of CNFinance, the Group
recognized an other-than-temporary impairment of RMB22,958 (as of December 31, 2019: RMB322,655) to
reduce the carrying value of the investment to RMB347,769 to reflect the market value of the shares held by the
Group.
Investment in Puyi Inc.
The Group holds 4.5% equity interest of Puyi Inc. ("Puyi") which was listed on NASDAQ (symbol:
PUYI) on March 29, 2019. Puyi provides wealth management, corporate finance and asset management services in
China. The investment has been accounted for using the equity method as the Group has obtained significant
influence through the right to nominate one out of five board directors of Puyi. As of December 31, 2020, the fair
value of the Group's equity interest of Puyi was RMB108,260, and no decline in market fair value of shares held
by the Group to an amount below the carrying value was identified.
Investment in Teamhead Automobile
The Group holds 40% equity interest in Shanghai Teamhead Automobile through one of the Group's
claim adjusting subsidiaries. The affiliate is a PRC registered company that provides insurance surveyor and loss
adjusting services.
During the years ended December 31, 2018, 2019 and 2020, the Group recognized its share of income of
affiliates in the amount of RMB174,468 and RMB98,100 and RMB20,220 respectively. During the years ended
December 31, 2018, 2019 and 2020, the Group recognized an impairment of nil, RMB322,655 and RMB22,958
respectively on its investment in affiliates. During the years ended December 31, 2018, 2019 and 2020, the Group
recognized its share of other comprehensive loss of affiliates in the amount of RMB1,763, share of other
comprehensive income of affiliates in the amount of RMB452 and share of other comprehensive loss of affiliates
in the amount of RMB3,016, respectively.
F-36
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(7)
Investments in Affiliates (Continued)
The summarized financial information of equity method investees is illustrated as below:
Statements of Financial Position
Total assets .................................................................................................
Total liabilities ............................................................................................
13,490,270
9,510,013
12,666,811
8,571,667
As of December 31,
2019
RMB
2020
RMB
Results of operation
Income from operations...............................................................................
Net profit ....................................................................................................
(8)
Leases
Year Ended December 31,
2019
RMB
689,259
520,539
2018
RMB
1,210,690
907,724
2020
RMB
115,656
89,820
The Group's lease payments for office space leases include fixed rental payments and do not consist of
any variable lease payments that depend on an index or a rate. As of December 31, 2019 and 2020, there was no
leases that have not yet commenced.
The following represents the aggregate ROU assets and related lease liabilities as of December 31, 2019
and 2020:
Operating lease ROU assets.........................................................................
Current operating lease liability ...................................................................
Non-current operating lease liability ............................................................
Total operating leased liabilities ..................................................................
As of December 31,
2019
RMB
190,437
79,986
103,252
183,238
2020
RMB
200,403
86,233
103,526
189,759
The weighted average lease term and weighted average discount rate as of December 31, 2019 and 2020
were as follows:
Weighted average lease term:
Operating leases ..........................................................................................
Weighted average discount rate:
Operating leases ..........................................................................................
As of December 31,
2019
2020
2.99
4.78%
2.74
4.60%
The components of lease expenses for the years ended December 31, 2019 and 2020 were as follows:
Operating lease cost ....................................................................................
Short term lease cost ...................................................................................
Total ...........................................................................................................
As of December 31,
2019
RMB
77,406
15,148
92,554
2020
RMB
92,385
14,219
106,604
F-37
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(8)
Leases (Continued)
Supplemental cash flow information related to leases for the years ended December 31, 2019 and 2020
were as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases ....................................................
Supplemental noncash information:
Right-of-use assets obtained in exchange for lease obligations net of decrease in
right-of-use assets for early determinations ...............................................
Maturities of lease liabilities at December 31, 2020:
Year ending December 31:
2021.........................................................................................................................
2022.........................................................................................................................
2023.........................................................................................................................
2024.........................................................................................................................
2025.........................................................................................................................
Thereafter ................................................................................................................
Total remaining undiscounted lease payments ..............................................................
Less: Interest ....................................................................................................................
Total present value of lease liabilities ............................................................................
Less: Current operating lease liability ...............................................................................
Non-current operating lease liability .............................................................................
(9)
Variable Interest Entities ("VIE")
VIEs related to the 521 Plan
As of December 31,
2019
RMB
2020
RMB
74,265
92,348
78,344
108,178
Minimum Lease
Payment
RMB
92,382
62,187
36,505
16,107
7,416
4,796
219,393
(29,634)
189,759
(86,233)
103,526
On June 14, 2018, the Group announced that its board of directors has approved a 521 Share Incentive
Plan (the “521 plan”). The 521 Plan is designed to incentivize the Group’s employees and independent sales agents
(collectively the “Participants”). The 521 Plan provides Participants an opportunity to benefit from appreciation of
the Company’s ordinary shares by purchasing the Company’s ordinary shares at a stated subscription price of
US$27.38 per ADS, in exchange for employee and non-employee services, if service and performance conditions
are achieved. US$27.38 per ADS, is the weighted average of the closing prices of the repurchase and new share
issuance transactions listed below. 10% of the subscription price is paid by the Participant on or around the grant
date, while the remaining 90% of the subscription prices is financed through interest-bearing loans from the Group.
The vesting of the awards is contingent on performance conditions being met during the requisite service periods.
F-38
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(9)
Variable Interest Entities ("VIE") (Continued)
VIEs related to the 521 Plan (Continued)
The 521 Plan established a pool of 280 million ordinary shares (14 million ADS) available to benefit
Participants. In establishing the ADS pool, the Group has:
through one of the 521 Plan Employee Companies, purchased 7.5 million ADS from Master Trend
Limited (“Master Trend”) at US$29 per ADS from June to October 2018 with consideration amounted to
RMB1,465,123. Master Trend is a company controlled by a principal shareholder, who is also one of the
founders of the Group. The Group funded 90% of the purchase price with the remaining 10% funded by
Participants;
repurchased 1,423,774 ADS from the open market from August to December 2018 at the average purchase
price is US$25.52 per ADS, which have been transferred to Fanhua Employees Holdings Limited on
January 10, 2019;
issued 101,524,520 ordinary shares (5,076,226 ADSs) at US$25.52 per ADS in January 2019 to the 521
Plan Employee Companies.
As of December 31, 2019, the Group had already transferred all the 280 million ordinary shares to the 521
Plan Employee Companies with an average price at US$27.38 per ADS. The 10% subscription price contributed
by Participants amounted to RMB266,901 and is recorded as non-current refundable share right deposits on the
statement of financial position.
Pursuant to the 521 Plan, the Group set up three companies which are Fanhua Employees Holdings
Limited, Step Tall Limited and Treasure Chariot Limited (collectively the “521 Plan Employee Companies”) to
hold the Group’s ordinary shares on behalf of the Participants of the 521 Plan. Each of the 521 Plan Employee
Companies is a legal entity formed in the British Virgin Islands with a sole shareholder appointed by the Group.
Each shareholder is either an employee, or a founder who is also a shareholder and director of the Group.
The following is a summary of the contractual agreements that the Group entered into relating to the 521
Plan:
Loan Agreements and Entrusted Share Purchase Agreements
The nature and structure of the 521 Plan Employee Companies is that they are investment vehicle
companies holding the Company’s shares on behalf of the Participants for the purpose of the 521 Plan. Loan
agreements and entrusted share purchase agreements were signed among the Group's wholly-owned subsidiary
CISG Holdings Ltd., the 521 Plan Employee Companies and each of the Participants. To effect the 521 Plan,
Participants agreed to pay 10% of the subscription price and executed a loan agreement with the Group for a loan
representing 90% of the subscription price of the ordinary shares under the 521 Plan. Participants executed an
entrusted share purchase agreement with one of the 521 Employee Companies whereby the 521 Plan Employee
Company will legally hold the ordinary shares on behalf of the Participants. As of December 31, 2018 and 2019,
the loan agreements provide a total of US$184,815 and US$344,988, respectively, in loans to the VIEs and
Participants of the 521 Plan with the sole purpose of providing funds necessary for the purchase of the Group’s
ordinary shares under the 521 Plan. All the ordinary shares are pledged as collateral to the Group for the loans and
are not yet vested, the Participants cannot direct the sale of the ordinary shares without the consent of the Group
until the ordinary shares are fully vested in accordance with the 521 Plan’s agreed target performance. The loan
agreement and the entrusted share purchase agreement shall terminate after five year or upon termination of
agency relationship and employment relationship or the settlement of the loan, whichever comes first.
F-39
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(9)
Variable Interest Entities ("VIE") (Continued)
VIEs related to the 521 Plan (Continued)
Letter of Undertaking
The sole director and sole shareholder of each of the 521 Plan Employee Companies is either a significant
shareholder and director, or an employee of the Group, who have executed powers of attorney on behalf of the
Group. Under the power of attorney, they will follow, without any conditions, the Group's instructions to manage
all the activities of each of the 521 Plan Employee Companies. In addition, the Group can replace the sole director
and shareholder of each of the 521 Plan Employee Companies to another designated party at it discretion.
The ordinary shares are the only significant assets held by the 521 Plan Employee Companies. Through
the loan agreements, entrusted share purchase agreements and letters of undertaking described above, the Group
controls the decision-making rights of the 521 Plan Employee Companies with respect to the shares held by the
521 Plan Employee Companies as collateral to the loans issued to the Participants during the vesting period. Given
the only substantial recourse to the loans issued by the Group are the ordinary shares, the Group has potential
exposure to the economics of the the 521 Plan Employee Companies resulting from the fluctuation in value of the
ADS (principally decreases), which is more than insignificant. Further, the Group will also participate in the
variability and absorb the economic benefits of the 521 Plan Employee Companies, through an increase in value of
the shares held by the 521 Plan Employee Companies, if the performance conditions are not met or partially met
based on the profit distribution arrangements. Based on above, the Group is the primary beneficiary of the 521
Plan Employee Companies and consolidates them because it has the power to direct the activities that most
significantly impact the 521 Plan Employee Companies’ economic performance, and the obligation to absorb
losses of the 521 Plan Employee Companies that could potentially be significant to them and the right to receive
benefits from the 521 Plan Employee Companies that could potentially be significant to the 521 Plan Employee
Companies. Therefore, the Group has variable interests in the 521 Plan Employee Companies during the vesting
period.
Summarized below is the information related to the VIE’s assets and liabilities reported in the Company’s
consolidated financial position after inter group elimination as of December 31, 2019 and 2020, respectively:
2019
RMB
As of December 31,
2020
RMB
Total assets .................................................................................
Total liabilities ..............................................................................
—
266,901
—
—
The VIEs are related to the 521 Plan as explained above, which did not have any operation or cash flows
activities during 2019. In December 2020, upon the cancellation of the 521 Plan, the Group refunded all share
rights deposits back to the Participants which was presented as cash outflows from financing activities.
F-40
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(9)
Variable Interest Entities ("VIE") (Continued)
VIEs related to the 521 Plan (Continued)
Cancellation of the 521 Plan
As disclosed in Note 19(b), the Group entered into supplemental agreements with all remaing Participants
in December 2020 to cancel the 521 Plan upon which the 521 Plan Employee Companies returned all subscribed
280,000,000 ordinary shares to the Group, and as a condition, the Group refunded all share rights deposits back to
the Participants, and terminated the Participants' obligation to repay the Group the non-recourse loan principal and
interest, and all the relevant original contractual agreements including the loan agreements, entrusted share
purchase agreements and letters of undertaking described above were agreed to be terminated and lapsed. As a
result, the Group no longer has power to direct the significant activities of the 521 Plan Employee Companies, and
no longer bears potentially significant economic exposure through its indirect interests to the 521 Plan Employee
Companies, and stopped consolidating the 521 Plan Employee Companies upon the cancellation of the 521 Plan.
(10)
Other Payables and Accrued Expenses
Components of other payables and accrued expenses are as follows:
As of December 31,
2019
RMB
2020
RMB
Business and other tax payables……………………………………………
Refundable deposits from employees and agents……………………………
Professional fees ........................................................................................
Accrued expenses to third parties ................................................................
Contributions from members of eHuzhu mutual aid program .......................
Others ........................................................................................................
72,998
23,478
13,958
22,610
76,765
10,481
220,290
69,002
21,672
7,117
23,169
58,460
9,028
188,448
(11)
Employee Benefit Plans
Employees of the Group located in the PRC are covered by the retirement schemes defined by local
practice and regulations, which are essentially defined contribution plans.
In addition, the Group is required by law to contribute certain percentage of applicable salaries for
medical insurance benefits, unemployment and other statutory benefits. The contribution percentages may be
different from district to district which is subject to the specific requirement of local regime government. The PRC
government is directly responsible for the payments of the benefits to these employees.
For the years ended December 31, 2018, 2019 and 2020, the Group contributed and accrued RMB74,179,
RMB90,438 and RMB52,942, respectively.
F-41
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(12)
Income Taxes
The Company is a tax exempted company incorporated in the Cayman Islands. Under the current laws of
the Cayman Islands, the Company is not subject to tax on their income or capital gains. In addition, upon any
payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax is imposed.
The Group’s subsidiaries and VIEs incorporated in the PRC are subject to Income Tax in the PRC.
On March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No.
7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on
March 28, 2018 and was gazetted on the following day. Under the two-tiered profits tax rates regime, the first
2,000 Hong Kong Dollar ("HKD") of profits of the qualifying group entity will be taxed at 8.25%, and profits
above HKD 2,000 will be taxed at 16.5%.
The provision for current income taxes of the subsidiaries operating in Hong Kong has been calculated by
applying the current rate of taxation of 8.25% for the years ended December 31, 2018, 2019 and 2020.
Pursuant to the relevant laws and regulations in the PRC, Ying Si Kang Information Technology
(Shenzhen) Co., Ltd. ("Ying Si Kang") and Shenzhen Huazhong United Technology Co., Ltd. ("Shenzhen
Huazhong"), subsidiaries of the Group, was regarded as a software company and thus exempted from PRC Income
Tax for two years starting from its first profit-making year, followed by a 50% reduction for the next three years.
For Ying Si Kang, year 2014 was the first profit-making year and accordingly it has made a 12.5% tax provision
for its profits for the years ended December 31, 2016, 2017 and 2018. For Shenzhen Huazhong, year 2017 was the
first profit-making year and accordingly it has made a 12.5% tax provision for its profits for the years ended
December 31, 2019 and 2020.
Pursuant to the Circular on Issues Regarding Tax-related Preferential Policies for Further Implementation
of Western Development Strategy jointly issued by the State Ministry of Finance, General Administration of
Customs, China and State Administration for Taxation, enterprises located in the western China regions that fall
into the encouraged industries are entitled to 15% EIT preferential tax treatment from January 1, 2011 to
December 31, 2020 and this policies is further extended to December 31, 2030. In September 2018, Fanhua
Lianxing Insurance Sales Co., Ltd. ("Lianxing"), the Group's wholly-owned subsidiary, which is the holding entity
of the Group's life insurance operations, were relocated to Tianfu New Area, Sichuan province. Lianxing was
entitled to a preferential tax rate of 15% from September 1, 2018 to December 31, 2020 as it was classified as
encouraged enterprises in the western region in an industry sector encouraged by the PRC government. Tibet Zhuli
Investment Co. Ltd. ("Tibet Zhuli"), the Group's wholly-owned subsidiary, was entitled to a preferential tax rate of
15% for the years ended December 31, 2018, 2019 and 2020, as it was established with approval in an economy
development zone in the PRC before January 1, 2018.
F-42
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(12)
Income Taxes (Continued)
The Group’s subsidiaries that are the PRC tax resident are required to withhold the PRC withholding tax
of 10% on dividend payment to their non-PRC resident immediate holding company, unless such dividend
payment is qualified for the 5% reduced tax rate under the Arrangement between Mainland China and Hong Kong
for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (the
“PRC-HK DTA”).
One of the Group's wholly owned subsidiaries, CNinsure Holdings Limited, was determined by Hong
Kong Taxation Bureau to be a Hong Kong resident enterprise since July 2018. The Hong Kong resident certificate
was issued by the Hong Kong Inland Revenue Department and will be valid till the year ending December 31,
2022. Accordingly, CNinsure Holdings Limited qualified as a Hong Kong resident and was entitled to enjoy a
reduced tax rate of 5% for the dividends paid by PRC subsidiaries for the years ended December 31, 2018, 2019
and 2020 under Bulletin [2018] No. 9 (e.g. beneficial ownership, shareholding percentage and holding period).
The Group accounts for uncertain income tax positions by prescribing a minimum recognition threshold
in the financial statements. The Group’s liabilities for unrecognized tax benefits were included in other tax
liabilities. As of December 31, 2019 and 2020, the balance of unrecognized tax benefits are comprised of amounts
mainly arising from gain on disposal of subsidiaries and certain transfer pricing arrangements in prior years.
The movements of unrecognized tax benefits are as follows:
Balance as of January 1, 2018 ..............................................................................
Change in unrecognized tax benefits .....................................................................
Increase in tax positions .......................................................................................
Balance as of December 31, 2018 .........................................................................
Change in unrecognized tax benefits .....................................................................
Increase in tax positions .......................................................................................
Balance as of December 31, 2019 .........................................................................
Change in unrecognized tax benefits .....................................................................
Decrease in tax positions ......................................................................................
Balance as of December 31, 2020 ...........................................................................
RMB
70,350
—
—
70,350
—
—
70,350
—
(3,131)
67,219
The uncertain tax positions are related to tax years that remain subject to examination by the relevant tax
authorities. Based on the outcome of any future examinations, or as a result of the expiration of statute of
limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits for tax
positions taken regarding previously filed tax returns, might materially change from those recorded as liabilities
for uncertain tax positions in the Group’s consolidated financial statements. In addition, the outcome of thes e
examinations may impact the valuation of certain deferred tax assets (such as net operating losses) in future
periods. The Group’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits, if any,
as a component of income tax expense. The Group does not anticipate any significant increases or decreases to its
liability for unrecognized tax benefit within the next twelve months.
According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if
the underpayment of income taxes is due to computational errors made by the taxpayer. The statute of limitations
will be extended to five years under special circumstances, which are not clearly defined, but an underpayment of
income tax liability exceeding RMB100 is specifically listed as a special circumstance. In the case of a transfer
pricing related adjustment, the statute of limitations is ten years. There is no statute of limitations in the case of tax
evasion. During the current year, the Group reversed transfer pricing related uncertain tax position amounted to
RMB3,131 when its statute of limitation expired in 2020.
F-43
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(12)
Income Taxes (Continued)
Income tax expenses are comprised of the following:
Current tax expense ........................................................
Deferred tax (income) expense .......................................
Income tax expense ........................................................
2018
RMB
Year Ended December 31,
2019
RMB
2020
RMB
243,330
(18,744)
224,586
139,549
4,267
143,816
67,609
15,778
83,387
The principal components of the deferred income tax assets and liabilities are as follows:
Deferred tax assets:
Operating loss carryforward .....................................................................
Intangible assets, net ................................................................................
Less: valuation allowances .......................................................................
Total ...........................................................................................................
Deferred tax liabilities:
PRC dividend withholding taxes..................................................................
Total ...........................................................................................................
As of December 31,
2019
RMB
2020
RMB
40,498
5,311
(38,482)
7,327
7,898
7,898
40,666
4,493
(35,127)
10,032
26,380
26,380
The Group considers positive and negative evidence to determine whether some portion or all of the
deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the
nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry
forward periods, the Group’s experience with tax attributes expiring unused and tax planning alternatives.
Valuation allowances have been established for deferred tax assets based on a more-likely-than-not threshold. The
Group’s ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the
carry forward periods provided for in the tax law. The Group has provided RMB38,482 and RMB35,127 valuation
allowance for the years ended December 31, 2019 and 2020, respectively.
The Group had total operating loss carry-forwards of RMB162,704 and RMB162,491 as of December 31,
2019 and 2020, respectively. As of December 31, 2020, all of the operating loss carry-forwards will expire in the
years from 2021 to 2025. During the years ended December 31, 2018, 2019 and 2020, RMB16,288, RMB6,060
and RMB5,321, respectively, of tax loss carried forward has been expired and canceled.
F-44
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(12)
Income Taxes (Continued)
Reconciliation between the provision for income taxes computed by applying the PRC enterprise income
rate of 25% to net income before income taxes and income of affiliates, and the actual provision for income taxes
is as follows:
Income from continuing operations before income
taxes, share of income of affiliates, net .......................
PRC statutory tax rate ....................................................
Income tax at statutory tax rate .......................................
Expenses not deductible for tax purposes:
—Entertainment .........................................................
—Other ......................................................................
Effect of tax holidays on concessionary rates granted
to PRC subsidiaries .....................................................
Effect of different tax rates of subsidiaries operating in
other jurisdictions .......................................................
Change in valuation allowance .......................................
Deferred income tax for dividend distribution .................
Effect of non-taxable income*
Other .............................................................................
Income tax expense ........................................................
2018
RMB
Year Ended December 31,
2019
RMB
2020
RMB
667,213
25%
166,803
1,358
1,079
560,925
25%
140,231
2,516
730
362,302
25%
90,576
2,428
202
(8,307)
(36,527)
(18,114)
—
6,583
53,702
—
3,368
224,586
—
5,987
49,267
(13,422)
(4,966)
143,816
2,732
(3,355)
18,483
(13,648)
4,083
83,387
*The effect of non-taxable income represents an income tax exemption according to the Notice (Cai Shui
[2002] No. 128) promulgated by the State Administration of Taxation and Ministry of Finance in China on
dividend income derived from a purchased open-end securities investment fund product that the Group recorded
as short term investment.
Additional PRC income taxes that would have been payable without the tax exemption amounted to
approximately RMB8,307, RMB36,527 and RMB18,114 for the years ended December 31, 2018, 2019 and 2020,
respectively. Without such exemption, the Group’s basic net profit per share for the years ended December 31,
2018, 2019 and 2020 would have been decreased by RMB0.01, RMB0.03 and RMB0.02, and diluted net profit per
share for the years ended December 31, 2018, 2019 and 2020 would have been decreased by RMB0.01, RMB0.03
and RMB0.02, respectively.
If the entities were to be non-resident for PRC tax purposes, dividends paid to it out of profits earned after
January 1, 2008 would be subject to a withholding tax. In the case of dividends paid by PRC subsidiaries, the
withholding tax would be 10%, whereas in the case of dividends paid by PRC subsidiaries which are 25% or more
directly owned by tax residents in the Hong Kong Special Administrative Region, the withholding tax would be
5%. The Group’s subsidiary, CNinsure Holdings Limited qualified as Hong Kong resident and was entitled to
enjoy 5% reduced tax rate under Bulletin [2019] No. 9 for the years ended December 31, 2018, 2019 and 2020,
respectively.
F-45
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(12)
Income Taxes (Continued)
Aggregate undistributed earnings of the Group’s subsidiaries and VIEs in the PRC that are available for
distribution to the Group of approximately RMB1,303,923 and RMB1,146,274 as of December 31, 2019 and 2020
respectively, are considered to be indefinitely reinvested. If those earnings were to be distributed or they were
determined to be no longer permanently reinvested, the Group would have to record a deferred tax liability in
respect of those undistributed earnings of approximately RMB65,196 and RMB57,314, respectively.
During the years ended December 31, 2018，2019 and 2020, the Group has provided RMB53,702,
RMB49,267 and RMB18,483, respectively, deferred income tax for the declared dividend distribution based on a
5% withholding tax rate.
Under applicable accounting principles, a deferred tax liability should be recorded for taxable temporary
differences attributable to the excess of financial reporting over tax basis, including those differences attributable
to a more-than-50-percent-owned domestic subsidiary. However, recognition is not required in situations where
the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the
enterprise expects that it will ultimately use that means.
(13)
Capital Structure
In December 2020, the Company cancelled 280,000,000 ordinary shares related to the 521 Plan since the
521 Plan was cancelled in December 2020 (see more details in Note 19(b)).
On January 10, 2019, the Company had granted an additional 6.5 million ADS (equivalent of 130,000,000
ordinary shares) at US$25.6 per ADS (equivalent of US$1.28 per ordinary share) to the Participants, of which the
1,423,774 ADS was repurchased from open market during 2018 and was held by the Company as treasury shares
as of December 31, 2018. Pursuant to the Company’s 521 Plan, 280,000,000 ordinary shares had been purchased
by 521 Plan Employee Companies at the weighted average price of US$1.37 per ordinary share and 178,475,480
shares of which were recorded as treasury shares as of December 31, 2018 and 2019.
During 2019, the Company has purchased and cancelled an aggregate of 2,511,191 ADSs (equivalent of
50,223,820 ordinary shares), representing 4.7% of the total shares outstanding as of December 31, 2019, at an
average price of approximately US$28.2 per ADS for a total amount of approximately RMB484,015 (US$69,525),
under its share buyback program to repurchase up to US$200 million ADSs by December 31, 2019, as previously
announced by its board of directors in March 2019.
During 2019, the Company issued 640,000 new shares for the exercise of options, representing 0.1% of
the total shares outstanding as of December 31, 2019.
During 2018, the Company repurchased 1,423,774 ADS (equivalent of 28,475,480 ordinary shares) on the
open market and 7.5 million ADS (equivalent of 150,000,000 shares) from Master Trend Limited to execute the
521 Plan in 2018, for an accumulated cash consideration of RMB1,716,343, representing 2.19% and 11.52% of the
total shares outstanding as of December 31, 2018 respectively. Master Trend Limited is an investment vehicle
company beneficially owned by Mr. Qiuping Lai, co-founder and former president of the Group who retired from
the Company in March 2016.
During 2018, the Company issued 1,760,000 new shares for the exercise of options, representing 0.16%
of the total shares outstanding as of December 31, 2018.
F-46
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(14)
Net Income per Share
The computation of basic and diluted net income per ordinary share is as follows:
Basic:
Net income ....................................................................
Less: Net income attributable to the noncontrolling
interests ......................................................................
Net income attributable to the Company’s shareholders ..
shares
Weighted
average number of ordinary
outstanding .................................................................
Basic net income per ordinary share ...............................
Basic net income per ADS .............................................
Diluted:
Net income ....................................................................
Less: Net income attributable to the noncontrolling
interests ......................................................................
Net income attributable to the Company’s shareholders ..
shares
Weighted
average number of ordinary
outstanding .................................................................
Weighted average number of dilutive potential ordinary
shares from share options ...........................................
Total..............................................................................
Diluted net income per ordinary share ............................
Diluted net income per ADS ..........................................
Year Ended December 31,
2019
RMB
2018
RMB
2020
RMB
617,095
7,180
609,915
192,554
276,177
3,622
188,932
7,923
268,254
1,239,264,464
0.49
9.84
1,092,601,338
0.17
3.46
1,073,891,784
0.25
5.00
617,095
7,180
609,915
192,554
3,622
188,932
276,177
7,923
268,254
1,239,264,464
1,092,601,338
1,073,891,784
1,589,570
1,240,854,034
0.49
9.83
628,098
1,093,229,436
0.17
3.46
399,576
1,074,291,360
0.25
4.99
The shares subscribed by Participants under the 521 Plan is record as treasury shares and excluded from
the computation of basic and diluted income per ordinary share during the year ended December 31, 2018 and
2019. Further, the contingently issuable shares subject to the 521 Plan will be excluded from basic income per
ordinary share and diluted earnings per share until all the performance conditions have been satisfied.
In December 2020, the Group cancelled the 521 Plan without any replacement awards, and as a result, the
Participants returned the subscribed shares to the Group (see more details in Note 19(b)). The returned shares were
cancelled by the end of the year.
(15)
Distribution of Profits
As stipulated by the relevant PRC laws and regulations applicable to China’s foreign investment enterprise,
the Group’s subsidiaries and VIEs in the PRC are required to maintain non-distributable reserves which include a
statutory surplus reserve as of December 31, 2019 and 2020. Appropriations to the statutory surplus reserve are
required to be made at not less than 10% of individual company’s net profit as reported in the PRC statutory
financial statements of the Company’s subsidiaries and VIEs. The appropriations to statutory surplus reserve are
required until the balance reaches 50% of the registered capital of respective subsidiaries and VIEs.
The statutory surplus reserve is used to offset future losses. These reserves represent appropriations of
retained earnings determined according to PRC law and may not be distributed. The accumulated amounts
contributed to the statutory reserves were RMB508,739 and RMB553,911 as of December 31, 2019 and 2020,
respectively.
F-47
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(16)
Related-party Balances and Transactions
The principal related-party balances as of December 31, 2019 and 2020, and transactions for the years
ended December 31, 2018, 2019 and 2020 are as follows:
(i) The Group advanced a short-term loan with a principal amount of RMB50,000 to Shenzhen Baoying
Factoring Co., Ltd. (“Shenzhen Baoying”) in August 2018, which was controlled by Puyi, the Group's affiliate.
The amounts is unsecured, bearing interest at 8.5% per annum and are repayable after 6 months from the date of
the agreement. The principal and interest of the loan have been received on November 2018. Interest income from
loan receivable from Shenzhen Baoying for 2018 is RMB989.
The Group invested in senior units of structure fund issued by CNFinance with a principal amount of
RMB138,000 and recognized investment income of RMB610 during the year 2018. The principal and investment
income have been received before July 2018.
In 2018 and 2019, one of the Group's subsidiaries purchased certain wealth management products offered
by an online peer-to-peer (“P2P”) lending platform, which is considered to be a related party as the legal
representative of the company that operates the P2P platform is a relative to Mr. Yinan Hu, the Group's co-founder
and director. The wealth management products purchased on the platform by the subsidiary bear interests at 7.3%
with terms of 90 days. Principal and interests are payable upon maturity of those products or on a quarterly basis.
As of December 31, 2018, the value of the outstanding wealth management products recorded as short term
investments in the consolidated statements of financial position was RMB15,000 and no investment income has
been recognized before maturity. As of December 31, 2019, these wealth management products were matured. The
principal of RMB15,000 and interests of RMB360 recorded as investment income in the consolidated statements
of income have been received in 2019. There was no balance outstanding as of December 31, 2019 with regard to
such products.
(ii) During 2018, the Group has repurchased a total of 7.5 million of the Company's outstanding ADS
(equivalent of 150,000,000 ordinary shares) from Master Trend at US$29.0 per ADS (equivalent to US$1.45 per
ordinary share), representing the average closing price of the 30 trading days prior to the Group’s Board approval
on June 14, 2018. In form of loan to the 521 Plan’s participants, the Group had paid RMB1,318,611 as 90% of
shares purchase consideration to Master Trend during 2018.
Master Trend is beneficially owned by Mr. Qiuping Lai and Master Trend was then a related party
because it was a principal owners of the Group at the time of the repurchase. Master Trend still held 4.3% ordinary
shares of the Group as of October 10, 2018, upon the Group's completion of its repurchase transactions of 7.5
million ADS.
(17)
Commitments and Contingencies
(i) See Note 8 for the Group’s commitments for future minimum lease payments under operating leases.
(ii) As of December 31, 2020, there was no pending legal proceeding to which the Group is a party that
will have a material effect on the Group's business, results of operations or cash flows.
F-48
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(18)
Concentrations of Credit Risk
Concentration risks
Details of the customers accounting for 10% or more of total net revenues are as follows:
Huaxia Life Insurance Company
Limited ("Huaxia") .................
Aeon Life Insurance Co., Ltd.
("Aeon"). ................................
Sinatay Life Insurance Co., Ltd.
("Sinatay")..............................
Evergrande Life Insurance Co.,
Ltd. ("Evergrande") ................
Tianan Life Insurance Co., Ltd.
("Tianan").............................
2018
RMB
% of sales
Year ended December 31,
% of sales
2019
RMB
2020
RMB
% of sales
1,100,027
31.7%
882,539
23.8%
606,581
18.6%
453,120
13.1%
677,707
18.3%
560,341
17.1%
*
*
*
*
595,600
16.1%
504,489
15.4%
*
*
339,567
10.4%
704,933
2,258,080
20.3%
65.1%
447,430
2,603,276
12.1%
70.3%
*
2,010,978
*
61.5%
* represented less than 10% of total net revenues as of the year.
Details of the customers which accounted for 10% or more of gross accounts receivable are as follows:
Sinatay...........................................................
Huaxia ...........................................................
Aeon ..............................................................
Evergrande ....................................................
2019
RMB
100,872
213,851
*
*
314,723
As of December 31,
2020
%
RMB
14.4%
30.4%
*
*
44.8%
126,820
108,232
106,658
66,660
408,370
%
20.7%
17.7%
17.4%
10.9%
66.7%
* represented less than 10% of accounts receivable as of the year end.
The Group performs ongoing credit evaluations of its customers and generally does not require collateral
on accounts receivable.
The Group places its cash and cash equivalents and short investments with financial institutions with high-
credit ratings and quality.
F-49
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(19)
Share-based Compensation
(a) 2012 Option G
On March 12, 2012, the Company granted options ("2012 Options G") to its directors and employees to
purchase up to 92,845,000 ordinary shares of the Company. Pursuant to the option agreements entered into
between the Company and the option grantees, the options shall vest over a five-year service period from 2012 to
2016. The expiration date of the 2012 Options is March 12, 2022. The 2012 Options G had an exercise price of
US$0.30 (RMB1.90) and an intrinsic value of US$0.04 (RMB0.26) per ordinary share, except for the 3,200,000
options granted to the two independent directors which had an exercise price of US$0.31 (RMB1.98) and an
intrinsic value of US$0.03(RMB0.17) per ordinary share. The exercise price for Option G was later modified to
US$0.001 (RMB0.006) and the number of shares are reduced by half with no incremental cost as a result of such
option modification in November 2014. The fair value of the options was determined by using the Black-Scholes
option pricing model.
For the years ended December 31, 2019 and 2020, share-based compensation expenses of nil were
recognized in connection with the 2012 Options G, respectively.
For the year ended December 31, 2020, changes in the status of total outstanding options, were as follows:
Weighted
average
remaining
contractual life
(years)
Weighted
average
exercise price in
RMB
Aggregate
Intrinsic Value
RMB
Number of
options
Outstanding as of January 1, 2020 .................................. 400,000
Exercised .......................................................................
—
—
Forfeited ........................................................................
Outstanding as of December 31, 2020 ............................ 400,000
Exercisable as of December 31, 2020 ............................. 400,000
2.25
—
—
1.25
1.25
0.01
—
—
0.01
0.01
3,613
1,567
1,567
As of December 31, 2020, all of the above options were fully vested.
Total intrinsic value of options exercised for the Company’s share option plans for the years ended
December 31, 2018, 2019 and 2020 were RMB16,884, RMB5,703 and nil, respectively.
F-50
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(19)
Share-based Compensation (Continued)
(b) The 521 Plan
In-substance non-recourse loans and option grants
As disclosed in Note 9, the 521 Plan was designed to incentivize the Participants, 90% of the subscription
price of the shares under the 521 Plan shall be settled by the Group through in-substance nonrecourse loans with
interest at a rate of 8% to the Participants. While the remaining 10% is contributed by the Participants. The loan is
repayable by the Participants upon the earlier of the expiry date of the 521 Plan, termination of employment or the
agency contract or within five years.
Given the consideration received from the employee consists of an in-substance nonrecourse loans, the
award is, accounted for as an option until the note is repaid. In addition to the underlying shares which are
collaterals to the loans, the Group also has legal recourse to the Participants’ personal assets until the loans and
interests are paid in full. However, the Group considers these loans to be in-substance nonrecourse loans due to the
uncertainty of the Group’s ability to recover sufficient assets from the Participants to justify the recourse nature of
the loan. In accordance of ASC 718, the rights and obligations embodied in a transfer of equity shares to
Participants for loans that provides no recourse, other than the shares, to other assets of the employee are
substantially the same as those embodied in a grant of share options. Accordingly, the 521 Plan is accounted for as
grant of share options. The principal and interest are included as part of the exercise price of the “option”
(therefore, no interest income is recognized). Substantively, each share under the 521 Plan is an option to purchase
a fixed number of share at a strike price per ADS equal to the subscription price (i.e., the exercise price) of
US$27.38 per ADS increasing over time as interest accrues on the loan, offset by any dividends declared on the
share. Further, because the shares sold on a nonrecourse basis are accounted for as options, the note and the shares
are not recorded. Rather, compensation cost is recognized over any requisite service period, with an offsetting
credit to additional paid-in capital (“APIC”). Periodic principal and interest payments, if any, are treated as
deposits.
Refundable share right deposits are recorded as a liability until the note is paid off, at which time the
deposit balance is transferred to APIC. Nonrefundable deposits are immediately recorded as a credit to APIC as
payments are received.
F-51
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(19)
Share-based Compensation (Continued)
(b) The 521 Plan (Continued)
Vesting conditions:
Vesting, Forfeiture, and Settlement Terms:
The Participants’ rights to ownership benefits of the shares are subject to the Participants’ achievement of
service and performance vesting conditions. Each award agreement contains a condition for service from January 1,
2019 through December 31, 2023 (which coincides with loan maturity date) as well as individually determined
performance conditions based on cumulative sales over the service period. Participants must achieve both the
service and performance conditions for their shares to fully vest at the end of the loan maturity date, otherwise the
share appreciation profits at the end of the vesting period, if any, after principals and accrued interests of the loans
are fully repaid to the Group, will be either fully retained or partially retained by the Group.
Under these vesting and profit distribution arrangements, the Group can be required to settle the option or
similar instrument by transferring cash, representing a noncontingent cash settlement feature which requires the
521 awards to be liability classified.
Option modification
In November 2019, the Board of Directors and Compensation Committee approved a modification of the
settlement terms of the 521 Plan from cash settlement to net share settlement of vested ADS options. Under the
amended award agreement, the Group will settle the vested ADS option with shares of the Group at a value equal
to the excess of the settlement date fair value of the ADS over the loan principal plus interest. If the ADS
depreciated or have not appreciated sufficiently to repay the loan principal and interest, the outstanding loan
balance (if any) shall be otherwise negotiated and determined by the Group and the Participants. The modification
result in a change of awards' classification from liability to equity. Other terms of the options grants remain
unchanged.
The modified award was accounted for as an equity award going forward from the date of modification
with a fair value measured on the modification date on a straight-line basis over the remaining requisite service
period. The Group compared the fair value of the options granted immediately before the modification to the fair
value of the modified award and there is no change in the fair value at the modification date. Therefore, at the
modification date, the Group reclassified the amounts previously recorded as a share-based compensation liability
as a component of equity in the form of a credit to additional paid-in capital.
F-52
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(19)
Share-based Compensation (Continued)
(b) The 521 Plan (Continued)
Option modification (Continued)
At the modification date on November 18, 2019, the Group used the Black-Scholes valuation model in
determining the fair value of the options granted, which requires the input of certain assumptions, including the
expected life of the stock option, stock price volatility, dividend rate and risk-free interest rate. The assumption
used in determining the fair value of the options on the modification date were as follows:
Assumptions
Expected dividend yield (Note i) ......................................................................................
Risk-free interest rate (Note ii) .........................................................................................
Expected volatility (Note iii) ............................................................................................
Expected life (Note iv) .....................................................................................................
Share price per ordinary share on valuation date ...............................................................
(i)
Expected dividend yield:
November 18, 2019
3.00%
1.61%
50.25%
4.12 years
US$26.64
The expected dividend yield was estimated by the Group based on its historical dividend policy.
(ii)
Risk-free interest rate:
Risk-free interest rate was estimated based on the 5-year US Government Bond yield as of the valuation
date.
(iii)
Expected volatility:
The volatility of the underlying ordinary shares was estimated based on the annualized standard deviation
of the continuously compounded rate of return on the daily average adjusted share price of the Group as
of the Valuation Date.
(iv)
Expected life:
The expected life was the contractual life of the 521 plan.
F-53
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(19)
Share-based Compensation (Continued)
(b) The 521 Plan (Continued)
As of December 31, 2019, the Group had reserved 280,000,000 ordinary shares available to be granted as
share-based awards under the 521 Plan. The 521 Plan is generally scheduled to be vested over five years.
150,000,000 ordinary shares were granted on December 31, 2018 and the rest has been granted on January 10,
2019 subsequently.
On November 15, 2019, the Board of Directors of the Group approved an exemption of the first-year
performance condition for all Participants under the 521 Plan. For the year ended December 31, 2019, the Group
estimated the forfeiture rate for all Participants to be nil. Mainly due to the impact of COVID-19 and the recent
evolving dynamics of the insurance industry, the Group estimated that it is not probable that the Participants can
achieve the second-year performance condition by end of 2020.
In December 2020, the Group entered into supplemental agreements with all remaing Participants to
cancel the 521 Plan. In accordance with the supplemental agreements, all the relevant original contractual
agreements were terminated and lapsed and upon which, the 521 Plan Employee Companies returned a total of
280,000,000 subscribed ordinary shares to the Group, and as a condition, the Group refunded all share rights
deposits amounting RMB250,312 (US$38,332) back to the Participants, and terminated the Participants' obligation
to repay the Group the non-recourse loan principal and accumulated interest. By the end of 2020, the transaction
was completed and the returned shares were all cancelled.
For the year ended December 31, 2020, changes in the status of total outstanding options under 521 Plan,
was as follows:
Number of
options
Weighted
average
exercise
price in US$
Outstanding as of January 1, 2020 ................................. 280,000,000
—
Granted ..........................................................................
—
Exercised .......................................................................
(280,000,000)
Cancelled .......................................................................
—
Outstanding as of December 31, 2020 .............................
1.4
—
1.4
—
Weighted
average
remaining
contractual
life (Years)
4.00
—
—
—
Aggregate
Intrinsic
Value
RMB
—
—
—
—
For the year ended December 31, 2019, the Group recognized RMB393 share-based compensation
expense related to the 521 plan, while for the year ended December 31, 2020, the Group reversed RMB393 as the
the stock options related to the 521 Plan were estimated to be improbable to vest. As of December 31, 2020, there
was no unrecognized share-based compensation expense related to the 521 Plan.
F-54
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(20)
Treasury Stock
As disclosed in Note 19(b), the Group cancelled the 521 Plan upon which all related subscribed shares
presented as treasury stock in total 178,475,480 ordinary shares were returned to the Group, and cancelled in
December 2020. As a result, the number of treasury shares as of December 31, 2020 was nil.
During the year 2019, a total of 50,223,820 ordinary shares (2,511,191 ADSs) have been repurchased
from the open market under the Company's share buyback program at an average price of approximately US$28.2
per ADS and cancelled during the year.
During the year 2018, a total of 178,475,480 ordinary shares, comprising 28,475,480 ordinary shares has
been repurchased from the open market and 150,000,000 ordinary shares has been purchased from Master Trend, a
related party of the Group at the time of the transaction. The Group accounts for repurchased ordinary shares under
the par value method and includes such treasury stock as a component of the shareholders’ equity.
(21)
Restricted Net Assets
Relevant PRC statutory laws and regulations permit payments of dividends by the Group’s PRC
subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards
and regulations. As a result of these PRC laws and regulations, the Group’s PRC subsidiaries are restricted in their
ability to transfer a portion of their net assets either in the form of dividends, loans or advances. As of December
31, 2019 and 2020, the Company had restricted net assets of RMB1,410,432 and RMB1,455,605, respectively,
which were not eligible to be distributed. These amounts were comprised of the registered capital of the
Company’s PRC subsidiaries and the statutory reserves disclosed in Note 15.
(22)
Segment Reporting
As of December 31, 2020, the Group operated two segments: (1) the insurance agency segment, which
mainly consists of providing agency services for distributing life and P&C insurance products on behalf of
insurance companies, and (2) the claims adjusting segment, which consists of providing pre-underwriting survey
services, claim adjusting services, disposal of residual value services, loading and unloading supervision services,
and consulting services. Operating segments are defined as components of an enterprise about which separate
financial information is available and evaluated regularly by the Group’s chief operating decision maker in
deciding how to allocate resources and in assessing performance.
The following table shows the Group’s operations by business segment for the years ended December 31,
2018, 2019 and 2020. Other includes revenue and expenses that are not allocated to reportable segments and
corporate related items.
F-55
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(22)
Segment Reporting (Continued)
Net revenues
Agency ..............................................................
Claims Adjusting ...............................................
Total net revenues ............................................
Operating costs and expenses
Agency ..............................................................
Claims Adjusting ...............................................
Other .................................................................
Total operating costs and expenses ..................
Income (loss) from operations
Agency ..............................................................
Claims Adjusting ...............................................
Other .................................................................
Income from operations ...................................
Year ended December 31,
2018
RMB
2019
RMB
2020
RMB
2020
US$
3,143,873
327,390
3,471,263
3,335,397
370,606
3,706,003
2,834,997
433,148
3,268,145
434,482
66,383
500,865
(2,614,593)
(316,899)
(2,797,651)
(361,474)
(2,481,219)
(416,241)
(114,028)
(77,515)
(68,499)
(380,263)
(63,792)
(10,497)
(3,045,520)
(3,236,640)
(2,965,959)
(454,553)
529,280
10,491
537,746
9,132
353,778
16,907
54,218
2,591
(114,028)
(77,515)
(68,499)
(10,498)
425,743
469,363
302,186
46,312
As of December 31,
2019
RMB
2020
RMB
2020
US$
Segment assets
Agency ........................................................................................
Claims Adjusting .........................................................................
Other ...........................................................................................
Total assets .................................................................................
1,133,121
1,254,778
276,885
2,030,837
3,440,843
309,237
1,516,984
3,080,999
192,303
47,393
232,488
472,184
Substantially all of the Group’s revenues for the three years ended December 31, 2018, 2019 and 2020
were generated from the PRC. A substantial portion of the identifiable assets of the Group is located in the PRC.
Accordingly, no geographical segments are presented.
F-56
FANHUA INC.
Notes to the Consolidated Financial Statements
(In thousands, except for shares and per share data)
(23)
Subsequent events
On March 22, 2021, the Group's Board of Directors declared a quarterly dividend of US$0.0125 per
ordinary share, or US$0.25 per ADS for the fourth quarter of 2020. The dividend will be paid to shareholders of
record on March 31, 2021.
On March 22, 2021, the Group announced that its Board of Directors has approved the management’s
proposal for annual dividend of US$0.6 per ADS, or US$0.03 per ordinary share for the year of 2021. The
dividend will be paid on a quarterly basis, with US$0.15 per ADS, or US$0.0075 per ordinary share, payable in
each of the next four quarters.
F-57
SCHEDULE 1—CONDENSED FINANCIAL INFORMATION OF THE COMPANY
FANHUA INC.
Statements of Financial Position
(In thousands, except for shares and per share data)
As of December 31,
2019
RMB
2020
RMB
2020
US$
ASSETS:
Current assets:
Cash and cash equivalents ..............................................
Short term investments ...................................................
Other receivables and amounts due from
subsidiaries and affiliates ............................................
Total current assets ......................................................
Non-current assets:
Investment in subsidiaries ..............................................
Investment in an affiliate ................................................
1,378,556
1,447,286
2,855,907
10,670
32,314
36,416
66,345
35,303
10,168
5,410
651,533
99,853
753,181
115,431
3,111,767
9,586
476,899
1,469
Total assets ...................................................................
4,313,863
3,874,534
593,799
LIABILITIES AND SHAREHOLDERS’
EQUITY:
Current liabilities:
Other payables and accrued expenses .............................
1,330,068
915,738
140,343
Amounts due to subsidiaries ...........................................
785,608
1,125,237
172,450
Non-current liabilities:
Refundable share rights deposits (Including
refundable share rights deposits of the
consolidated VIE of RMB266,901 and nil
as of December 31, 2019 and 2020,
respectively) ...............................................................
266,901
—
—
shares
2,382,577
Total liabilities ..............................................................
Ordinary
(Authorized
shares:10,000,000,000 at US$0.001 each;
issued 1,252,367,264 and 1,073,891,784
shares, of which 1,073,891,784 and
1,073,891,784 shares were outstanding as
of December 31, 2019 and 2020,
9,235
respectively) ..............................................................
(1,146)
Treasury stock................................................................
Additional paid-in capital ............................................... 393
1,988,233
Retained earnings ...........................................................
2,040,975
312,793
8,089
—
—
1,860,465
1,240
—
—
285,129
Accumulated other comprehensive loss ..........................
(65,429)
(34,995)
(5,363)
Total equity ..................................................................
1,931,286
1,833,559
281,006
Total liabilities and shareholders' equity .....................
4,313,863
3,874,534
593,799
F-58
FANHUA INC.
SCHEDULE 1—CONDENSED FINANCIAL INFORMATION OF THE COMPANY—(Continued)
Statements of Income and Comprehensive Income
General and administrative expenses ..............
Selling expenses.............................................
Interest income ..............................................
Equity in earnings of subsidiaries and an
affiliate .......................................................
attributable
Company's shareholders...........................
Income
the
to
Net
Other comprehensive (loss) income:
Foreign currency translation adjustments ........
Unrealized net gains on available-for-sale
investments.................................................
Share of other comprehensive gain (loss)
of affiliates .................................................
Comprehensive income attributable to the
Company's shareholders...............................
(In thousands)
2018
RMB
(6,973)
—
10,624
Year Ended December 31,
2019
RMB
(6,480)
(281)
1,767
2020
RMB
(4,204)
281
1,044
2020
US$
(644)
43
160
606,264
193,926
271,133
41,553
609,915
188,932
268,254
41,112
(10,194)
10,178
9,639
—
17,231
23,811
(1,763)
452
(3,016)
1,477
3,649
(462)
597,958
216,793
298,688
45,776
F-59
SCHEDULE 1—CONDENSED FINANCIAL INFORMATION OF THE COMPANY — (Continued)
FANHUA INC.
Statements of Cash Flows
(In thousands)
Year Ended December 31,
2018
RMB
2019
RMB
2020
RMB
2020
US$
OPERATING ACTIVITIES
Net income ...............................................................
Adjustments
to
income to net cash used
operating activities:
reconcile net
in
609,915
188,932
268,254
41,112
Equity in earnings of subsidiaries and
an affiliate ..............................................................
(606,264)
(193,926)
(271,133)
(41,553)
Compensation expenses associated
with stock options ..................................................
—
393
(393)
(60)
Changes in operating assets and
liabilities:
Other receivables .......................................................
10,644
Other payables ........................................................... 1,326,440
Net cash (used in) from
operating activities ...................................................
Cash flows (used
in) generated
1,340,735
(4)
1,214
26
(7,707)
4
(1,181)
(3,391)
(10,953)
(1,678)
from investing activities
Purchase of short-term investments.............................
Changes in investment in subsidiaries
—
(178,371)
(71,382)
(10,940)
and an affiliate .......................................................
81,129
Advances
to
subsidiaries
and
affiliates .................................................................
467,995
Proceeds from disposal of short-term
investments ............................................................
Net cash generated from investing
activities ................................................................
—
549,124
Cash flows generated from (used
in ) financing activities:
Proceeds on exercise of stock options .........................
Proceeds of employee and grantee
3,286
subscriptions ..........................................................
211,054
Dividends paid ........................................................... (326,725)
Repurchase of ordinary shares from
open market ........................................................... (251,220)
Repayment of subscription from
the 521 Plan participants .....................................
—
Repurchase of ordinary shares from
shareholder ............................................................
(1,318,611)
Net
cash generated used
in
financing activities ................................................ (1,682,216)
(6,623)
498,774
143,581
457,361
26,195
4,015
660,004
101,150
73,310
11,235
688,127
105,460
4
—
—
111,304
(435,072)
(484,015)
—
—
—
(388,499)
—
(59,540)
—
—
(250,312)
(38,362)
—
—
(807,779)
(638,811)
(97,902)
Net increase (decrease) in cash and
cash equivalents ....................................................
207,643
(353,809)
38,363
(5,880)
Cash and cash equivalents and
restricted cash at beginning of
year .......................................................................
Effect of exchange rate changes on
cash and cash equivalents .......................................
Cash and cash equivalents and
restricted cash at end of year ................................
169,413
(10,194)
366,862
366,862
19,261
32,314
32,314
(4,332)
66,345
4,952
(664)
10,168
F-60
FANHUA INC.
Note to Schedule 1
(In thousands, except for shares)
Schedule 1 has been provided pursuant to the requirements of Rule 12-04(a), 5-04(c) and 4-08(e)(3) of
Regulation S-X, which require condensed financial information as to the financial position, cash flows and results of
operations of a parent company as of the same dates and for the same periods for which audited consolidated financial
statements have been presented when the restricted net assets of the consolidated and unconsolidated subsidiaries
(including variable interest entities) together exceed 25 percent of consolidated net assets as of the end of the most
recently completed fiscal year.
As of December 31, 2020, RMB1,455,605 of the restricted capital and reserves are not available for
distribution, and as such, the condensed financial information of the Company has been presented for the years ended
December 31, 2018, 2019 and 2020.
During each of the three years in the period ended December 31, 2020, no dividend was paid by the Group’s
subsidiaries to the Company in 2018, 2019 and 2020.
As of December 31, 2020, there were no material contingencies, significant provisions of long-term
obligations, and mandatory dividend or redemption requirements of redeemable shares or guarantees of the Company
except for those which have been separately disclosed in the consolidated financial statements, if any.
Basis of preparation
The condensed financial information of the Company has been prepared using the same accounting policies
as set out in the accompanying consolidated financial statements except that the equity method has been used to
account for investments in its subsidiaries.
Certain information and footnote disclosures normally included in financial statements prepared in
accordance with U.S. GAAP have been condensed or omitted. The footnote disclosures contain supplemental
information relating to the operations of the Company and, as such, these statements should be read in conjunction
with the notes to the consolidated financial statements of the Group as of December 31, 2019 and 2020 and the years
ended 2018, 2019 and 2020.
F-61