Securities code: 601077 securities abbreviation: Chongqing Rural Commercial Bank Co.Ltd(601077) Announcement No.: 2022-004 Chongqing Rural Commercial Bank Co.Ltd(601077)
Announcement on the plan of stabilizing share price
The board of directors and all directors of the bank guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
1. According to the stock price stabilization plan of Chongqing Rural Commercial Bank Co.Ltd(601077) prospectus for initial public offering (A shares) (“prospectus for initial public offering”), when the bank triggers the starting conditions for the implementation of stock price stabilization measures, the bank will implement stock price stabilization measures to stabilize the stock price of A-Shares in accordance with laws, regulations and the articles of association. Based on the actual situation and the feasibility of relevant measures, the bank took the measure of increasing the A-share shares of the bank by its directors (excluding independent directors and directors who do not receive remuneration in the bank, the same below) and senior managers to fulfill the obligation of stabilizing the A-share price.
2. As of February 7, 2022, there were 9 non independent directors and senior managers receiving remuneration in the bank, including 5 non independent directors: Mr. Liu Jianzhong, chairman, Mr. Xie Wenhui, executive director and President, Mr. Zhang peizong, executive director, vice president and Secretary of the board of directors, Mr. Zhang Peng, director and Mr. Yin Xianglin; There are 4 senior managers: Mr. Wang Min, vice president, Ms. Dong Lu, vice president, Ms. Shu Jing, vice president and Mr. Gao Song, who increase their shares of the bank with their own funds that do not exceed 15% of the salary (after tax) received from the bank in the previous year. Ms. Gu Xiaoxu, the current director of the bank, will not participate in this shareholding increase plan because she has not received salary from the bank. 3. There is no price range in this shareholding increase plan.
4. The implementation period of this shareholding increase is within 6 months from February 8, 2022. Subject to the sales restriction period of the bank’s annual report and quarterly report, this shareholding increase plan will be actually implemented after the release of the bank’s first quarter report in 2022.
5. The capital source of this increase is self owned capital, and there is no risk that the subsequent increase cannot be implemented due to the lack of required capital.
Opinions on further promoting the reform of IPO system and other relevant laws, regulations and normative documents, Before IPO and listing, the bank formulated the plan for stabilizing the A-share price within three years after Chongqing Rural Commercial Bank Co.Ltd(601077) IPO of RMB common shares (A-share) and listing (hereinafter referred to as the “plan for stabilizing the share price”), which has been deliberated and adopted by the bank’s 2015 annual general meeting. The relevant contents of the stock price stabilization plan were disclosed in the bank’s prospectus for initial public offering. The share price stabilization plan has been deliberated and adopted at the 6th meeting of the 5th board of directors of the bank, and is hereby announced as follows:
1、 Trigger conditions for the bank’s measures to stabilize share price
According to the stock price stabilization plan, within three years after the bank’s initial public offering and listing (the bank’s shares were listed on October 29, 2019), If the closing price of the bank’s A-Shares for 20 consecutive trading days is lower than the bank’s net assets per share audited in the latest period (if the bank’s net assets or the total number of shares change due to profit distribution, conversion of capital reserve to share capital, additional issuance, allotment and other circumstances after the base date of the latest audit, the net assets per share shall be adjusted accordingly, the same below), Under the condition of meeting the relevant provisions of laws, regulations and normative documents on increase or repurchase, the bank and relevant entities will take measures to stabilize the A-share price of the bank in accordance with the stock price stabilization plan.
From January 4, 2022 to February 7, 2022, the closing price of the bank’s A-Shares was lower than the bank’s latest audited net assets per share (adjusted net assets per share was 7.988 yuan according to the bank’s current situation) for 20 consecutive trading days, which has triggered the starting conditions for the measures to stabilize the stock price.
2、 Measures taken by the bank to stabilize share price
According to the bank’s plan for stabilizing the share price, the bank’s specific measures to stabilize the share price of A-Shares include the bank’s share repurchase and the bank’s directors (excluding independent directors and directors who do not receive remuneration in the bank) and senior managers’ increase in the bank’s shares. As the repurchase of shares by domestic commercial banks is a major unprecedented event, and in accordance with laws, regulations and relevant regulatory provisions, the bank can only cancel and reduce its registered capital after repurchase of shares. The reduction of registered capital requires the approval of the CBRC or its dispatched office. In addition, it also involves a series of legal procedures such as creditor announcement, It is not feasible to buy back shares and reduce registered capital. Therefore, the bank will not perform the obligation of stabilizing the share price by repurchasing shares.
According to the A-share share price stabilization measures specified in the bank’s plan for stabilizing share price, the bank will fulfill its obligation of stabilizing share price by increasing the shares held by directors and senior managers without repurchase of shares. 3、 Details of this shareholding increase plan
1. Shareholding increase subjects: the shareholding increase subjects of this shareholding increase plan are directors and senior managers of the bank.
There are 9 directors and senior managers who need to perform the obligation of stabilizing the stock price this time. Among them, there are 5 directors: Chairman Liu Jianzhong, executive director and President Xie Wenhui, executive director, vice president and Secretary of the board of directors Zhang peizong, director Zhang Peng and director Yin Xianglin; Four senior managers: Mr. Wang Min, vice president, Ms. Dong Lu, vice president, Ms. Shu Jing, vice president and Mr. Gao Song, vice president.
2. Purpose of shareholding increase: actively stabilize the bank’s share price based on confidence in the bank’s future development prospects and recognition of the bank’s growth value.
3. Way of increasing Holdings: increase holdings through centralized bidding trading through the trading system of Shanghai Stock Exchange.
4. Types of increased shares: the bank’s A-share tradable shares with unlimited sales conditions.
5. Amount of increased shares: the above-mentioned nine directors and senior managers increased their shares of the bank with their own funds of no more than 15% of the salary (after tax) received from the bank in the previous year.
6. Price range of share increase: there is no price range in this share increase plan.
7. During the increase period, if the bank has suspended trading for more than 10 consecutive trading days due to planning major events, the increase will be postponed and disclosed in time after the resumption of stock trading.
8. Capital arrangement for increase in shareholding: the capital source of this increase in shareholding is self owned funds, and there is no risk that the subsequent increase in shareholding cannot be implemented due to the lack of required funds.
9. The subject of this increase will hold and transfer the shares in strict accordance with the requirements of relevant laws and regulations. 10. In accordance with the relevant provisions of laws and regulations such as the rules for the listing of shares on the Shanghai Stock Exchange and the measures for the administration of the acquisition of listed companies, the bank will continue to pay attention to the relevant situation of this increase and fulfill the obligation of information disclosure in a timely manner. 4、 Description of other matters
1. The share increase plan complies with the securities law of the people’s Republic of China and other laws and regulations, departmental rules, business rules of Shanghai Stock Exchange and other relevant provisions.
2. The shareholding increase measures of the directors and senior managers of the bank constitute the public commitment of the shareholding increase subject to the investors, and the shareholding increase subject ensures that it has the ability to perform the above measures to stabilize the stock price. In case of failure to perform, the increase subject voluntarily bears the corresponding legal consequences.
The increase subject will timely inform the Bank of the progress of the increase and inform the Bank of the implementation of the measures when the increase plan, that is, the measures to stabilize the stock price, expires.
3. The directors and senior managers of the bank promise not to reduce their holdings of the bank’s shares during the implementation of the shareholding increase plan and within the legal period, strictly abide by relevant regulations, do not carry out insider trading, trading shares in sensitive periods, short-term trading, etc., and strictly comply with laws and regulations, departmental regulations and relevant regulations of Shanghai Stock Exchange.
4. This shareholding increase plan will not cause the distribution of shares of the bank to fail to meet the listing conditions, will not affect the listing status of the bank, and will not lead to changes in the status of no actual controller of the bank.
5. During the year, the directors and senior managers of the bank only performed the obligation of stabilizing the stock price once.
6. The bank will timely announce the implementation of measures to stabilize share prices in accordance with the Listing Rules of Shanghai Stock Exchange and other relevant provisions.
5、 Restrictive measures for stabilizing stock price
1. The bank accepts supervision and assumes legal responsibility for stabilizing share price.
2. If the directors and senior managers of the bank fail to implement the shareholding increase plan as disclosed, the bank shall deduct 15% of the monthly salary (after tax) of the relevant parties and cash dividends (if any) from the month in which the agreed obligations are not fulfilled until the cumulative deduction amount reaches 15% of the total salary (after tax) obtained from the bank in the previous fiscal year in which the obligation to stabilize the stock price should be fulfilled, The amount of such deduction belongs to the bank; If the bank and investors suffer losses due to their failure to fulfill the above-mentioned obligation of share increase, such directors and senior managers will compensate the bank and investors for the losses according to law.
3. When performing the above obligations, the bank, directors and senior managers shall perform the corresponding information disclosure obligations in accordance with the Listing Rules of the place where the bank’s shares are listed and other applicable regulatory provisions, and shall comply with the relevant provisions of the supervision of commercial banks.
4. The bank will timely announce the measures and implementation of stabilizing share price, and disclose relevant information in regular reports.
6、 Completion of measures to stabilize stock price
1. By increasing the bank’s a shares, the closing price of the bank’s A-Shares for 10 consecutive trading days has been higher than the bank’s latest audited net assets per share (after adjustment);
2. The bank’s continued increase of shares will lead to the bank’s failure to meet the statutory listing conditions;
3. The continued increase of shares will lead to the need to perform the obligation of tender offer and it does not plan to implement tender offer;
4. The capital used for the increase of shares has reached 15% of the total remuneration (after tax) obtained in the bank in the previous year.
After the suspension of the share increase plan, if the closing price of A-Shares of the bank for 20 consecutive trading days is lower than the latest audited net assets per share (adjusted) of the bank within 12 months from the date of triggering the above-mentioned share increase obligation, the directors and senior managers shall continue to implement the above-mentioned share increase plan. It is hereby announced.
Chongqing Rural Commercial Bank Co.Ltd(601077) board of directors February 7, 2022
