Securities abbreviation: Bank Of Qingdao Co.Ltd(002948) securities code: 002948 Bank Of Qingdao Co.Ltd(002948)
(address: Building 3, No. 6, Qinling Road, Laoshan District, Qingdao, Shandong)
A-share allotment instructions
Sponsor (co lead underwriter)
Co lead underwriter
Signed on:
Issuer statement
The issuer and all directors, supervisors and senior managers undertake that there are no false records, misleading statements or major omissions in this A-share allotment statement and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
The person in charge of the company, the person in charge of accounting work and the person in charge of the accounting organization (Accounting Supervisor) ensure that the financial and accounting data in this A-share allotment statement and its abstract are true and complete.
Any decision or opinion made by the CSRC and other government departments on this A-share allotment does not indicate that they make a substantive judgment or guarantee on the value of the securities issued by the issuer or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law of the people’s Republic of China, after the securities are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks caused by the changes.
Investors should consult their own stockbrokers, lawyers, accountants or other professional advisers if they have any questions about this A-share allotment prospectus and its abstract.
Tips on major events
The company specially reminds investors to pay full attention to the following major matters and carefully read the chapter on risk factors in the A-share allotment manual. 1、 This allotment is for A-Shares and H shares. The issuing objects involve domestic and foreign shareholders. Shareholders are reminded to pay attention to the announcement on the issuance of A-Shares and H shares. 2、 Funds raised through allotment
The capital raised in this allotment shall not exceed RMB 5 billion (including RMB 5 billion). The net amount of the capital raised in this allotment after deducting relevant issuance expenses will be used to supplement the bank’s core tier 1 capital, improve the bank’s capital adequacy ratio, support the bank’s sustainable and healthy development of business in the future, and enhance the bank’s capital strength and competitiveness. III. base, proportion and quantity of allotment
This A-share allotment is based on the total number of A-shares after the closing of the market on the registration date of A-share allotment equity, and is allotted to all A-share shareholders in the proportion of 3 shares per 10 shares. This H-share allotment is based on the total number of H-shares determined on the registration date of H-share allotment, and is allotted to all H-share shareholders in the proportion of 3 shares per 10 shares. If the allotted shares are less than 1 share, it shall be handled in accordance with the relevant provisions of the stock exchange and securities registration and settlement institution where the securities are located.
The allotment proportion of A-Shares and H shares is the same. Based on the bank’s total share capital of 4509690000 shares as of June 30, 2021, the total number of shares available for placement this time is 1352907000, including 823996506 shares for A-Shares and 528910494 shares for H shares. Before the implementation of this share allotment, if the total share capital of the bank changes due to the bank’s share offering, conversion of capital reserve into share capital and other reasons, the number of shares allotted shall be adjusted accordingly according to the total share capital after the change. 4、 Pricing principle and allotment price (I) pricing principle
1. Refer to the valuation indicators such as the price, P / E ratio and P / B ratio of the bank’s shares in the secondary market, and comprehensively consider the development of the bank and the interests of shareholders;
2. Consider the bank’s core tier 1 capital needs in the next three years;
3. Follow the principles determined by the bank through consultation with the sponsor (underwriter).
（2） Allotment price
The allotment price is RMB 3.20 per share.
The price of this allotment is determined by the market price discount method according to the transactions between A-Shares and H shares before the issuance announcement is published. The final allotment price is determined by the authorized person of the board of directors through consultation with the sponsor (underwriter) according to the market conditions before the issuance. The price of A-Shares and H shares remains the same after exchange rate adjustment. V. allotment object
The object of this A-share allotment is all A-share shareholders of the bank registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on the registration date of A-share allotment, and the object of H-share allotment is all H-share shareholders determined on the registration date of H-share allotment. The registration date of this allotment will be determined separately after the CSRC approves the allotment plan. 6、 Underwriting mode
The A-share allotment adopts the consignment method, and the H-share allotment adopts the underwriting method.
7、 Distribution plan of accumulated undistributed profits before this share allotment
The accumulated undistributed profits of the bank before the allotment shall be enjoyed by all shareholders after the allotment of A-Shares and H shares according to their shareholding ratio. 8、 Diluted immediate return and measures to fill the return in this allotment
After the completion of this allotment, the bank’s core tier 1 capital will increase, while the bank’s profit realization and shareholder return still mainly depend on the bank’s existing business, resulting in a certain decline in the bank’s earnings per share and other indicators in the short term, that is, there is a risk of dilution of the bank’s immediate return after the issuance of shares. In addition, if the funds raised in this offering cannot achieve the expected benefits, it may also lead to the dilution of the bank’s earnings per share, thereby reducing the bank’s shareholder return.
In order to safeguard the legitimate rights and interests of all shareholders, In accordance with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the opinions issued by the CSRC Guidance on matters related to initial public offering, refinancing, major asset restructuring and diluted immediate return (CSRC announcement [2015] No. 31) and other regulations and normative documents, carefully analyzed the impact of the share allotment on the dilution of immediate return, put forward specific measures to fill the return, and the directors and senior managers of the bank made corresponding commitments to the practical implementation of the company’s measures to fill the return.
The bank held the 42nd meeting of the 7th board of directors on February 26, 2021 and the first extraordinary general meeting of shareholders in 2021 on March 26, 2021, and deliberated and adopted the proposal on risk warning, filling measures and commitments of relevant subjects on Bank Of Qingdao Co.Ltd(002948) diluting immediate return by placing shares to original shareholders, For details, please refer to Bank Of Qingdao Co.Ltd(002948) risk tips, filling measures and commitments of relevant subjects for diluting immediate return on allotment of shares to original shareholders disclosed by the bank on February 27, 2021.
The specific measures taken by this bank to cover the risk that the immediate return is diluted are not equivalent to the guarantee for the bank’s future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this, the bank will not be liable for compensation. 9、 About the bank’s dividend distribution policy and cash dividend (I) the policies stipulated in the articles of Association
1. Form and interval of profit distribution
The bank distributes profits according to the proportion of shares held by shareholders, and may distribute dividends in cash, shares or a combination of both; Those qualified for cash dividends shall give priority to cash dividends for profit distribution. In principle, the bank makes profit distribution once a year, and can make interim profit distribution if conditions permit.
2. Specific conditions and proportion of cash dividends of the bank
If the bank’s capital adequacy ratio is lower than the minimum standard required by the national regulatory authority, cash dividends shall not be distributed to shareholders in this year. On the premise of ensuring that the capital adequacy ratio meets the regulatory provisions, if the bank’s profits realized in each year have distributable profits after making up losses according to law, withdrawing legal reserve and general reserves and paying dividends to preferred shareholders, cash dividends can be distributed. The profit distributed by the bank to ordinary shareholders in cash every year shall not be less than 20% of the distributable profit attributable to ordinary shareholders of the bank in the current year. The specific annual cash dividend proportion shall be proposed by the bank in accordance with relevant laws and regulations, normative documents, articles of association and the operation of the bank, and shall be deliberated and decided by the general meeting of shareholders of the bank. 3. Conditions for issuing stock dividends by the bank
When the bank’s operating income grows rapidly and the board of Directors considers that the stock price of the bank does not match the size of the bank’s share capital, it can propose and implement a stock dividend distribution plan while meeting the above cash dividend distribution.
4. The bank’s differentiated cash dividend policy
The board of directors of the bank shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association of the bank:
(1) If the development stage of the bank is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution shall at least reach 80%;
(2) If the development stage of the bank is mature and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall at least reach 40%;
(3) If the development stage of the bank is in the growth stage and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall at least reach 20%;
If the development stage of this bank is difficult to distinguish, but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph.
The distribution of dividends by shares shall be decided by the general meeting of shareholders and reported to the banking regulatory authority under the State Council for approval. （2） Shareholder dividend return plan
In order to further strengthen the sense of return to shareholders, improve the profit distribution system and provide shareholders with sustained, stable and reasonable return on investment, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the notice of the China Securities Regulatory Commission on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the Bank Of Qingdao Co.Ltd(002948) articles of association, On the basis of fully considering the actual operation and future development needs of the bank, the Bank Of Qingdao Co.Ltd(002948) shareholder return plan for the next three years (2021-2023) (hereinafter referred to as “the plan”) is formulated, with the specific contents as follows:
1. Order of profit distribution
The bank’s after tax profits are distributed in the following order:
(1) Make up the losses of previous years;
(2) Withdraw 10% as legal accumulation fund;
(3) Withdrawal of general reserves;
(4) Pay dividends to preferred shareholders;
(5) Withdraw discretionary provident fund;
(6) Pay dividends to common shareholders.
If the cumulative amount of this bank’s statutory reserve is more than 50% of this bank’s registered capital, it may not be withdrawn. If the bank’s statutory reserve fund is insufficient to make up for the losses of previous years, the profits of the current year shall be used to make up for the losses before withdrawing the statutory reserve fund.
After the bank withdraws statutory reserve fund and general reserves from after tax profits and pays dividends to preferred shareholders, it may also withdraw discretionary reserve fund from after tax profits upon resolution of the general meeting of shareholders. After making up losses, withdrawing statutory reserve, general reserve and paying dividends and discretionary reserve to preferred shareholders, the remaining after tax profits of the bank shall be distributed according to the proportion of shares held by shareholders.
If the capital adequacy ratio of this bank is lower than the minimum standard required by the national regulatory authority, dividends shall not be distributed to shareholders in this year. On the premise of ensuring that the capital adequacy ratio meets the regulatory provisions, the profit realized by the bank in each year can be distributed if there is distributable profit after making up the loss according to law, withdrawing the statutory reserve fund, general reserve and paying dividends to preferred shareholders.
Preferred stock dividends shall be paid in accordance with laws, regulations, departmental rules, relevant provisions of the securities regulatory authority in the place where the bank’s shares are listed and where the preferred shares are issued or listed, and the provisions of these articles of association.
If the general meeting of shareholders, in violation of the provisions of the preceding paragraph, distributes profits to shareholders before the bank makes up for losses and withdraws statutory reserve and general reserves, shareholders must return the profits distributed in violation of the provisions to the bank.
The bank’s shares held by the bank shall not participate in the distribution of profits.
2. Form and interval of profit distribution
The bank distributes profits according to the proportion of shares held by shareholders, and may distribute dividends in cash, shares or a combination of both; Those qualified for cash dividends shall give priority to cash dividends for profit distribution. In principle, the bank makes profit distribution once a year, and can make interim profit distribution if conditions permit.
3. Conditions and proportion of cash dividends
If the bank’s capital adequacy ratio is lower than the minimum standard required by the national regulatory authority, cash dividends shall not be distributed to shareholders in this year. On the premise of ensuring that the capital adequacy ratio meets the regulatory provisions, if the bank’s profits realized in each year have distributable profits after making up losses according to law, withdrawing legal reserve and general reserves and paying dividends to preferred shareholders, cash dividends can be distributed. The profit distributed by the bank to ordinary shareholders in cash every year shall not be less than 20% of the distributable profit attributable to ordinary shareholders of the bank in the current year. The specific annual cash dividend proportion shall be proposed by the bank in accordance with relevant laws and regulations, normative documents, the articles of association and the operation of the bank, and shall be deliberated and decided by the general meeting of shareholders of the bank.
The board of directors of the bank shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association of the bank:
(1) If the development stage of the bank is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution shall at least reach 80%;
(2) If the development stage of the bank is mature and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall at least reach 40%;
(3) If the development stage of the bank is in the growth period and there are major capital expenditure arrangements, the cash dividends are included in this profit distribution
