The Hong Kong Exchanges and Clearing Limited and the stock exchange of Hong Kong Limited shall not be responsible for the contents of this announcement, nor make any statement on its accuracy or completeness, and expressly state that they shall not be liable for any loss arising from or reliance on all or any part of the contents of this announcement.
BANK OF CHONGQING CO., LTD.*
Bank Of Chongqing Co.Ltd(601963) *
(a company limited by shares incorporated in the people's Republic of China)
(Stock Code: 1963)
(preferred stock code: 4616)
Connected transactions - by major shareholders and their contacts
Subscription of A-share convertible bonds
Suspension of share transfer registration
Chongqing Yufu promises to refer to the bank's announcements dated March 30, 2021, May 20, 2021, September 27, 2021 and November 18, 2021, as well as the circular dated April 26, 2021, which contains suggestions on the issuance of A-share convertible bonds and the preferential placement right of the bank's existing A-share shareholders to subscribe for the A-share convertible bonds to be issued to the bank. On February 14, 2022, the bank received Chongqing Yufu's commitment that Chongqing Yufu and its contacts would exercise the preemptive placement right to subscribe for A-share convertible bonds. According to this, Chongqing Yufu and its contacts would only subscribe for A-share convertible bonds according to their equity proportion through preferential issuance, except for the preemptive issuance part according to the equity proportion, They will not participate in online or offline subscription of A-share convertible bonds (if any). Therefore, assuming that the bank has issued A-share convertible bonds with a maximum issuance amount of RMB 13 billion, and all A-share convertible bonds have been preferentially placed to existing A-share shareholders, the maximum amount to be subscribed by Chongqing Yufu and its contacts is about RMB 3 billion. Meaning of Listing Rules on the date of this announcement, Chongqing Yufu directly and indirectly holds a total of 485434803 shares (accounting for about 13.97% of the issued share capital of the bank) and is the main shareholder of the bank. Therefore, Chongqing Yufu and its contacts are connected persons of the bank. According to Chapter 14A of the listing rules, the subscription constitutes a non exempt connected transaction of the bank and must comply with the requirements of reporting, announcement and approval of independent shareholders.
In general, the bank will convene and hold an extraordinary general meeting of shareholders for independent shareholders to consider and approve the connected transactions of Chongqing Yufu and its contacts on subscription matters at their discretion. As Chongqing Yufu and its contacts have significant interests in subscription matters, they must avoid voting on relevant resolutions at the extraordinary general meeting of shareholders. Independent directors have been established to advise the independent directors of the bank on subscription matters. The bank has also appointed Guotai Junan Securities Co.Ltd(601211) as an independent financial adviser to advise the independent board committee and independent shareholders on subscription matters. A copy containing (including) (I) particulars of the subscription; (II) letter of recommendation from the independent board committee to independent shareholders; And (III) the Circular of the letter of the independent financial adviser to provide opinions to the independent board committee and independent shareholders is expected to be sent to shareholders on or before March 1, 2022. Investors should note that the proposed public offering of A-share convertible bonds can only be implemented after the approval of the CSRC, and the public offering of A-share convertible bonds may not be carried out or effective. The board of directors recommends that investors and shareholders should act prudently when trading the bank's securities. Background reference is made to the bank's announcements dated March 30, 2021, May 20, 2021, September 27, 2021 and November 18, 2021, as well as the circular dated April 26, 2021 (the "Circular"), which contains suggestions on the issuance of A-share convertible bonds and the preemptive placement right of the bank's existing A-share shareholders to subscribe for the A-share convertible bonds to be issued. According to the proposal to issue A-share convertible bonds, the bank's existing A-share shareholders have the preemptive right to subscribe for the A-share convertible bonds to be issued according to their equity ratio. The balance after giving priority to issuing convertible bonds to existing A-share shareholders (i.e. the part that existing A-share shareholders give up subscription) will be issued offline to institutional investors and / or online through the Shanghai stock exchange system. If there is still insufficient subscription, the A-share convertible bonds with insufficient subscription will be underwritten by the underwriting syndicate. The actual number of preferred allotments to existing A-share shareholders shall be determined by the shareholders at the general meeting of shareholders (or the person delegated by the board of directors) according to the market conditions before issuance.
On February 14, 2022, the bank received Chongqing Yufu's commitment that Chongqing Yufu and its contacts would exercise the preemptive placement right to subscribe for A-share convertible bonds. According to this, Chongqing Yufu and its contacts would only subscribe for A-share convertible bonds according to the proportion of the number of A-shares held by them in the bank to the total number of A-shares issued by the bank through preferential issuance, except for the part of preferential issuance subscribed according to the proportion of equity, They will not participate in online or offline subscription of A-share convertible bonds (if any). On the date of this announcement, Chongqing Yufu and its contacts held 436685931 A shares of the bank, accounting for about 23.04% of the total issued A-Shares of the bank. Therefore, assuming that the bank has issued A-share convertible bonds with a maximum issuance amount of RMB 13 billion, and all A-share convertible bonds have been preferentially placed to existing A-share shareholders, the maximum amount to be subscribed by Chongqing Yufu and its contacts is about RMB 3 billion. According to the current minimum initial conversion price of RMB 11.28 per share determined by the bank as disclosed in the circular (i.e. the audited net asset value per share of the bank as of December 31, 2020), all A-share convertible bonds under the subscription can be converted into 265495832 A-shares. According to the proposal of issuing A-share convertible bonds, the subscription price is the face value of A-share convertible bonds of RMB 100 per share. Chongqing Yufu and its contacts intend to subscribe for A-share convertible bonds in cash according to the subscription matters. When participating in the issuance of A-share convertible bonds, Chongqing Yufu and its contacts will pay the full subscription amount required by the bank or the intermediary entrusted by the bank. The main terms and subscription of A-share convertible bonds constitute a part of the issuance of A-share convertible bonds. The terms of A-share convertible bonds are set out in the proposal for issuing A-share convertible bonds and have been considered and approved at the bank's 2020 annual general meeting, the first H-share shareholders' meeting in 2021 and the first A-share shareholders' meeting in 2021. For details of the terms of A-share convertible bonds and the related impact of the issuance of A-share convertible bonds, please refer to the circular. On the date of this announcement and immediately after the completion of the proposed issuance of A-share convertible bonds and the conversion of all A-share convertible bonds into A-Shares (assuming (I) the bank issues A-share convertible bonds with a maximum issuance amount of RMB 13 billion; (II) Chongqing Yufu and its contacts subscribe all A-share convertible bonds according to their current A-share shareholding ratio, and directors, supervisors and their contacts who hold A-shares and are subject to the prohibition of trading in the standard code do not participate in the subscription; (III) all A-share convertible bonds are fully converted into A-shares at the minimum initial conversion price of RMB 11.28 per share; And (IV) the bank will not issue and distribute any shares before all A-share convertible bonds are converted into A-shares). The equity structure of the bank is as follows:
Immediately after the completion of the proposed issuance of A-share convertible bonds and the conversion of all A-share convertible bonds into A-shares at the rate of RMB 11.28 per share as of the date of this announcement, they account for all the issued shares Percentage of issued shares percentage of issued shares a shares
Chongqing Yufu (1) 410868803 11.8252% 660668359 14.2786% Chongqing Yufu's contact 25817128 0.7430% 41513404 0.8972% directors Supervisors and their contacts 501005 0.0144% 501005 0.0108% other public shareholders 1458297591 41.9714% 2345284029 50.6871% total issued A-Shares 1895484527 54.5541% 3047966797 65.8737% H shares
Daxin Bank Co., Ltd. 458574853 13.1983% 458574853 9.9109% Chongqing Yufu (Hong Kong) Co., Ltd. (1) 74566000 2.1461% 74566000 1.6115% other public shareholders 1045879959 30.1015% 1045879959 22.6039% total issued H shares 157920812 45.4459% 157920812 34.1263% total issued shares 3474505339 100% 4626987609 100% note (1) on the date of this announcement, Chongqing Yufu (Hong Kong) Co., Ltd. is a subsidiary of Chongqing Yufu.
Chongqing Yufu holds 410868803 A shares and Chongqing Yufu (Hong Kong) Co., Ltd. holds 74566000 H shares. The 24th Meeting of the 6th board of directors of the bank, Chongqing state owned assets supervision and Administration Commission, the bank's 2020 general meeting held on May 20, 2021, the first H-share shareholders' meeting in 2021 and the first A-share shareholders' meeting in 2021, and Bank Of China Limited(601988) Insurance Regulatory Commission Chongqing regulatory bureau have approved the A-share convertible bond issuance plan. The scheme has been submitted to the CSRC for review and approval. After obtaining the approval of all relevant Chinese regulators, the bank will issue A-share convertible bonds according to market opportunities. If A-share convertible bonds are issued during the period of prohibition of trading specified in the standard code, directors, supervisors and their contacts subject to the prohibition of trading specified in the standard code shall not subscribe for A-share convertible bonds. This public offering of A-share convertible bonds is subject to certain relevant risks, including but not limited to political, legal, regulatory and policy change risks, management risks, approval risks, etc. When evaluating the bank's public offering of A-share convertible bonds, investors should carefully consider the above risk factors.
Capital raising activities in the past 12 months. In the past 12 months immediately before the date of this announcement, the bank has not conducted any capital raising activities involving the issuance of equity securities. Reasons for subscription and purpose of raised funds with the continuous expansion of the bank's business scale and the continuous optimization of its business structure, it is bound to face the pressure of capital replenishment in the future. In order to better meet regulatory requirements and enhance risk resilience, it is necessary for the bank to issue A-share convertible bonds to further improve capital adequacy. The issuance of A-share convertible bonds will enable the bank to further improve its capital strength, which will not only help the bank meet the needs of business development, but also help to enhance the bank's ability to serve the real economy. Chongqing Yufu, as one of the major shareholders of the bank, participated in the subscription of this A-share convertible bond, which will reflect its firm confidence in the future of the bank. The directors (excluding independent non-executive directors) believe that the terms of the bank's issuance of A-share convertible bonds (including subscription matters) are fair and reasonable and in line with the overall interests of shareholders. After deducting the issuance expenses, all the funds raised by the bank's issuance of A-share convertible bonds will be used to support the healthy development of various businesses of the bank in the future. After the convertible bonds are converted into shares, they will be used to supplement the bank's core tier 1 capital in accordance with relevant regulatory requirements. For information about the bank and Chongqing Yufu, the bank is a joint stock limited company incorporated in China. Its H shares are listed on the main board of the Hong Kong Stock Exchange and its A-Shares are listed on the Shanghai Stock Exchange. Its main business is to absorb corporate deposits, provide short-term, medium-term and long-term loans, provide various bill discount services, issue various bonds, provide bond issuance agency services, provide various securities liquidation agency services, underwrite various bonds issued by the government and provide interbank loans to other banks. Chongqing Yufu Chongqing Yufu is a limited company incorporated in China and wholly owned by Chongqing municipal government. Chongqing Yufu's business includes asset acquisition, disposal and investment in related industries within the scope authorized by the municipal government, investment consultation, financial consultant, enterprise reorganization and Merger Consultant and agent, enterprise and asset custody (those requiring pre-approval according to national laws and regulations shall not be operated before obtaining approval).
Meaning of Listing Rules on the date of this announcement, Chongqing Yufu directly and indirectly holds a total of 485434803 shares (accounting for about 13.97% of the issued share capital of the bank) and is the main shareholder of the bank. Therefore, Chongqing Yufu and its contacts are connected persons of the bank. According to Chapter 14A of the listing rules, the subscription constitutes a non exempt connected transaction of the bank and must comply with the requirements of reporting, announcement and approval of independent shareholders. The proposal on subscription has been approved by the board of directors at 202
