Securities code: 601963 securities abbreviation: Bank Of Chongqing Co.Ltd(601963) Announcement No.: 2022-010 Bank Of Chongqing Co.Ltd(601963)
Announcement on measures to stabilize 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:
According to the plan for stabilizing the company’s A-share price within three years after the issuance of Bank Of Chongqing Co.Ltd(601963) A shares (hereinafter referred to as the “plan for stabilizing share price”), Bank Of Chongqing Co.Ltd(601963) (hereinafter referred to as the “bank”) plans to take measures to increase the shares held by the current directors (excluding independent directors and directors who do not receive remuneration in the bank), senior managers and the largest shareholder of the bank to stabilize the share price.
As of February 7, 2022, the bank had 12 directors (excluding independent directors and directors who do not receive remuneration in the bank) and senior managers who need to perform the obligation of stabilizing share price. Among them, there are 7 directors: Ms. Lin Jun, chairman, Mr. Huang Hanxing, non-executive director and vice chairman, Mr. ran hailing, executive director and President, Mr. Liu Jianhua, executive director and vice president, Mr. Huang Huasheng, executive director, chief risk officer, chief anti money laundering officer and general counsel, Mr. Yang Yusong, non-executive director and Ms. Zhong Xian, non-executive director; There are 5 senior managers, including Mr. Sui Jun, vice president, Ms. Yang Shiyin, vice president, Mr. Zhou Guohua, vice president, Ms. Peng Yanxi, vice president and Secretary of the board of directors, and Mr. Huang Ning, vice president. The aforesaid 12 directors and senior managers intend to increase their shares of the bank with their own funds not exceeding 15% of the total remuneration (after tax) received from the bank in the previous year, The total amount of shareholding increase shall not be less than 763400 yuan (according to the relevant management requirements of state-owned shareholder units, the obligation of director Yang Yusong to increase shareholding shall be performed by his accredited shareholder Chongqing Yufu capital operation group Co., Ltd. (hereinafter referred to as “Chongqing Yufu”).
Chongqing Yufu, the largest shareholder of the bank, plans to increase the bank’s shares with its own capital of not less than 15% of the bank’s cash dividend in the latest year when the plan for increasing the bank’s shares is announced, and the amount of increase is not less than 25.859 million yuan. The total amount of this increase is no less than 26.6224 million yuan. The capital source of this increase is self owned funds, and there is no risk that the subsequent increase plan cannot be implemented due to the lack of required funds. The price of this increase is not higher than the net assets per share audited in the latest period before the release date of the bank’s stable share price plan (after the benchmark date of the latest audit, if the net assets or total number of shares of the bank change due to profit distribution, capital reserve conversion to share capital, additional issuance, allotment, etc., the net assets per share shall be adjusted accordingly).
The implementation period of this shareholding increase: within 90 days from February 7, 2022 for directors and senior managers, and within 6 months from February 7, 2022 for Chongqing Yufu (if there are n trading days during which directors, senior managers and the largest shareholder are restricted from buying and selling shares, the above period shall be extended by N trading days).
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the opinions of the CSRC on further promoting the reform of IPO system and other relevant laws and regulations, as well as the requirements of the Listing Rules of the place where the bank is listed, the Bank formulated the plan for stabilizing share price, which was approved by the 27th meeting of the Fifth Board of directors The 2015 annual general meeting and class shareholders’ meeting were deliberated and approved, and the bank completed the revision of the stock price stabilization plan in 2019, which was deliberated and approved by the 52nd meeting of the 5th board of directors and the 2018 annual general meeting and class shareholders’ meeting. See the prospectus of Bank Of Chongqing Co.Ltd(601963) initial public offering (A shares) for the specific contents of the plan for stabilizing share price.
1、 Trigger conditions for stock price stabilization measures
According to the plan for stabilizing share price, within three years after the issuance of a shares, 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 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), Under the condition of meeting the relevant provisions of laws, regulations and normative documents on shareholding increase or repurchase, the bank and relevant subjects will take measures to stabilize the bank’s share price in accordance with this plan. The 20th trading day when the above closing price is lower than the net assets per share of the bank is the day when the measures to stabilize the stock price are triggered (hereinafter referred to as the “trigger day”).
From January 4, 2022 to February 7, 2022, the closing price of the bank’s A-Shares has been lower than the bank’s latest audited net assets per share (adjusted to 10.91 yuan) for 20 consecutive trading days, triggering the bank’s measures to stabilize the stock price. The bank disclosed the Bank Of Chongqing Co.Ltd(601963) suggestive announcement on the conditions for triggering the measures to stabilize the stock price on February 7, 2022. (Announcement No.: 2022-007).
2、 Measures taken by the bank to stabilize share price
The bank held the 44th meeting of the 6th board of directors on February 14, 2022, and deliberated and adopted the proposal on initiating measures to stabilize the share price of A-Shares with 13 affirmative votes, 0 negative votes and 0 abstention. Due to the particularity of commercial banks, the way of share repurchase, cancellation and reduction of registered capital is not feasible, The board of directors of the bank agreed that according to the implementation sequence of the bank’s plan for stabilizing share price, the current directors of the bank (excluding independent directors and directors who do not receive remuneration in the bank), senior managers and the largest shareholder should increase their shares to stabilize the share price.
(I) increased holding entities
1. As of February 7, 2022, there were 12 directors (excluding independent directors and directors not receiving remuneration) and senior managers of the bank who were required to perform the obligation of stabilizing the stock price. Among them, there are 7 directors: Ms. Lin Jun, chairman, Mr. Huang Hanxing, non-executive director and vice chairman, Mr. ran hailing, executive director and President, Mr. Liu Jianhua, executive director and vice president, Mr. Huang Huasheng, executive director, chief risk officer, chief anti money laundering officer and general counsel, Mr. Yang Yusong, non-executive director and Ms. Zhong Xian, non-executive director; There are 5 senior managers, including Mr. Sui Jun, vice president, Ms. Yang Shiyin, vice president, Mr. Zhou Guohua, vice president, Ms. Peng Yanxi, vice president and Secretary of the board of directors, and Mr. Huang Ning, vice president.
2. The largest shareholder of the bank
As of the closing on February 7, 2022, Chongqing Yufu, the largest shareholder of the bank, held 485434803 shares of the bank, accounting for 13.97%.
(II) main contents of share increase plan
1. Purpose of shareholding increase: actively stabilize the A-share price of the bank based on confidence in the future development prospects of the bank and recognition of the growth value of the bank.
2. Way of increasing Holdings: increase holdings through centralized bidding trading through the trading system of Shanghai Stock Exchange.
3. Types of increased shares: the bank’s A-share tradable shares with unlimited sales conditions.
4. Number or amount of additional shares: the above-mentioned 12 directors and senior managers intend to increase their shares of the bank with their own funds of no more than 15% of the total salary (after tax) received from the bank in the previous year, and the total amount of additional shares shall not be less than 763400 yuan (according to the relevant management requirements of state-owned shareholder units, the obligation of director Yang Yusong to increase his shares shall be performed by Chongqing Yufu, the shareholder unit stationed by him); Chongqing Yufu, the largest shareholder of the bank, plans to increase the bank’s shares with its own capital of not less than 15% of the bank’s cash dividend in the latest year when the plan for increasing the bank’s shares is announced, and the amount of increase is not less than 25.859 million yuan.
The total amount of this increase is no less than 26.6224 million yuan.
5. Price range of shares increased: the price of shares increased this time shall not be higher than the net assets per share audited in the latest period before the release date of the bank’s stable share price plan (after the benchmark date of the latest audit, if the net assets or total number of shares of the bank change due to profit distribution, conversion of capital reserve to share capital, additional issuance, allotment, etc., the net assets per share shall be adjusted accordingly).
6. Implementation period of shareholding increase: within 90 days from February 7, 2022 for directors and senior managers, and within 6 months from February 7, 2022 for Chongqing Yufu (if there are n trading days during which directors, senior managers and the largest shareholder are restricted from buying and selling shares, the above period shall be extended by N trading days).
7. Capital arrangement for shareholding increase: the capital source of this shareholding increase is self owned funds, and there is no risk that the subsequent shareholding increase plan cannot be implemented due to the lack of required funds.
(III) description of other matters
1. This share increase plan belongs to the obligation to stabilize the stock price, and 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 above-mentioned directors, senior managers and the largest shareholder shall not sell the above-mentioned increased shares within 6 months after the completion of the increase plan. The subject of this increase will hold and transfer the shares in strict accordance with the requirements of relevant laws and regulations.
3. This shareholding increase plan will not lead to the distribution of shares of the bank not meeting the listing conditions and will not affect the listing status of the bank.
4. In each natural year, the bank’s obligation to forcibly start share price stabilization measures is limited to once.
5. In accordance with the relevant provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange, the measures for the administration of the acquisition of listed companies and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 8 – management of share changes, 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.
3、 Suspension and completion of stock price stabilization measures
(I) implementation of suspension
According to the bank’s stock price stabilization plan, during the implementation of the above-mentioned share increase plan, if the closing price of the bank’s A-Shares for 10 consecutive trading days is higher than the bank’s latest audited net assets per share, the bank’s directors, senior managers and the largest shareholder may suspend the implementation of the share increase plan. After the suspension of the share increase plan, if the closing price of the bank’s shares for 20 consecutive trading days is lower than the bank’s latest audited net assets per share within 12 months from the date of triggering the above-mentioned share increase obligation, the directors, senior managers and the largest shareholder shall continue to implement the above-mentioned share increase plan.
(II) completion of implementation
According to the bank’s plan for stabilizing share price, from the date of announcement of specific measures for stabilizing share price, if any of the following circumstances occurs, it shall be deemed that the implementation of measures for stabilizing share price and the performance of commitments have been completed:
1. The bank’s continued increase of shares will lead to the bank’s failure to meet the statutory listing conditions;
2. 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; 3. All the above directors, senior managers and the largest shareholder who have fulfilled the obligation of increasing their holdings have used up the funds promised to increase their holdings.
It is hereby announced.
Bank Of Chongqing Co.Ltd(601963) board of directors February 14, 2022
