Bank of Lanzhou Co., Ltd
Bank Of Lanzhou Co., Ltd.
(No. 211 Jiuquan Road, Chengguan District, Lanzhou City, Gansu Province) IPO listing announcement
Sponsor (lead underwriter)
(Building 4, No. 66 Anli Road, Chaoyang District, Beijing)
January 2002
hot tip
The shares of Bank of Lanzhou Co., Ltd. (hereinafter referred to as “Bank of Lanzhou”, “the company”, “the company”, “the bank” or “the issuer”) will be listed on Shenzhen Stock Exchange.
Unless otherwise specified, the abbreviations or terms in this listing announcement shall have the same meanings as those in the prospectus of the company’s initial public offering of shares.
With the approval of Shenzhen Stock Exchange, the RMB common shares issued by the company will be listed on Shenzhen Stock Exchange on January 17, 2022. The company reminds investors to fully understand the stock market risks and the risk factors disclosed by the company, avoid blindly following the trend of “speculation” in the initial stage of IPO, and make prudent decision and rational investment.
Section I important statements and tips
The company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the listing announcement, promise that there are no false records, misleading statements or major omissions in the listing announcement, and bear legal liabilities according to law. The opinions of Shenzhen Stock Exchange and relevant government authorities on the listing of the company’s shares and related matters do not indicate any guarantee to the company.
The company reminds investors to carefully read the information published on http://www.cn.info.com.cn Www.cs.com.cn China Securities Network (www.cn. Stock. Com.) Securities Times (www.stcn. Com.) Securities Daily (www.zqrb. CN.) The contents of the “risk factors” chapter of the company’s prospectus, pay attention to risks, make prudent decisions and make rational investment.
The company reminds the majority of investors that investors are invited to refer to the full text of the company’s prospectus for relevant contents not involved in this listing announcement.
The important commitments and explanations made by the company and its major shareholders, directors, supervisors and senior managers on the IPO are as follows: I. distribution plan of accumulated undistributed profits before issuance
The 2020 annual general meeting of shareholders of the bank considered and approved the proposal on the distribution of accumulated profits before the initial public offering of Bank of Lanzhou. If the bank completes the initial public offering and listing before December 31, 2021, the accumulated undistributed profits of the bank will be shared by the new and old shareholders according to the shareholding ratio. If the bank completes its IPO and IPO from January 1, 2022 to December 31, 2022, the accumulated undistributed profits of the bank in 2021 and previous years will be distributed to the old shareholders in accordance with the distribution plan approved by the general meeting of shareholders in accordance with the bank’s capital supplement plan. After distribution, the accumulated undistributed profits of the bank shall be shared by new and old shareholders according to their shareholding ratio.
In addition, before the issuance of the bank’s 2021 audit report, the bank had no profit distribution plan, and the accumulated undistributed profits of the bank were shared by new and old shareholders according to their shareholding ratio. 2、 Dividend distribution policy of the company after the issuance and listing
The second extraordinary general meeting of the bank in 2016 deliberated and adopted the proposal on the planning of dividend return after the initial public offering and listing of Bank of Lanzhou Co., Ltd. and the proposal on formulating the articles of Association (Draft) of Bank of Lanzhou Co., Ltd. applicable after listing. On March 17, 2017, The proposal on the amendment to the articles of Association (Draft) of Bank of Lanzhou Co., Ltd. applicable after listing was considered and adopted at the first extraordinary general meeting of the bank in 2017. The bank’s dividend return plan after listing is as follows:
(I) profit distribution principle: the bank will implement a sustained and stable dividend distribution policy. The bank’s dividend distribution should pay attention to the reasonable investment return to investors and take into account the sustainable development of the bank.
(II) form of profit distribution: the bank intends to distribute dividends in cash, stock and the combination of cash and stock. On the premise of the bank’s profitability, meeting the regulatory requirements such as capital adequacy ratio and the bank’s normal operation and long-term development, the bank will actively and preferentially distribute dividends in cash.
(III) dividend distribution order: the bank will fully consider the needs of investors within the scope of distributable profits. In accordance with relevant laws, regulations and the articles of association of the bank, the profits after income tax paid by the bank shall be distributed in the following order:
1. When the bank distributes the after tax profits of the current year, it shall withdraw 10% of the profits into the bank’s statutory reserve. 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.
2. 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 in accordance with the provisions of the preceding paragraph.
3. After withdrawing the statutory reserve from the after tax profit, the bank shall withdraw the general reserve in accordance with relevant laws and regulations to make up for the unidentified possible losses.
4. After the bank withdraws the statutory reserve fund and general reserve from the after tax profit, it may also withdraw the discretionary reserve fund from the after tax profit upon the resolution of the general meeting of shareholders.
5. The remaining after tax profits after making up losses, withdrawing reserve funds and withdrawing general reserves of the bank may be distributed according to the proportion of shares held by shareholders in accordance with the profit distribution plan approved by the general meeting of shareholders.
After the bank’s listing, if the general meeting of shareholders violates the provisions of the preceding paragraph and distributes profits to shareholders before the bank makes up for losses, withdraws legal reserve and withdraws general reserve, shareholders must return the profits distributed in violation of the provisions to the bank.
After listing, the bank’s shares held by the bank will not participate in the distribution of profits.
(IV) time interval of dividend distribution: the bank generally distributes dividends on an annual basis.
(V) conditions and minimum proportion of cash dividends:
1. On the premise that the bank’s profit in the current year meets the main regulatory requirements of the regulatory authorities of the CBRC on the bank’s capital adequacy ratio and other major regulatory requirements, and ensures that it meets the needs of the bank’s normal operation and long-term development, the bank will actively distribute dividends in cash.
2. The profit distributed by the bank in cash each year shall not be less than 10% of the distributable profit realized in the current year. The specific dividend proportion shall be determined according to the specific situation of the bank’s operation in the current year, the adequacy of capital and the needs of future operation and development. The relevant proposals shall be submitted to the general meeting of shareholders of the bank for approval after deliberation by the board of directors of the bank.
3. If the bank meets the conditions for cash dividend but does not propose a cash dividend scheme, or the profit to be distributed in cash is less than 10% of the distributable profit realized in the current year, the board of directors shall make a special explanation on the specific reasons for not conducting cash dividend, the exact purpose of the company’s retained earnings and expected investment income, and submit it to the general meeting of shareholders for deliberation after the opinions of independent directors, It shall be disclosed on the media designated by the company, and the company shall provide shareholders with online voting.
(VI) explanation of reasons for non cash profit distribution: the bank shall disclose the profit distribution plan of the year in the annual report. If the bank makes profits during the reporting period but the board of directors of the bank has not made a cash profit distribution plan, the reasons shall be disclosed in the periodic report, and the reasons for non bonus and the purpose for which the funds not used for dividend are retained in the bank shall be explained in detail, Independent directors shall express independent opinions on this.
(VII) distribution of stock dividends: the bank will comprehensively consider whether to adopt the method of stock dividend distribution according to the specific conditions of the bank’s operation in the current year, the adequacy of capital, the demand for future operation and development and the return of shareholders.
(VIII) on the premise of ensuring compliance with the regulatory requirements of the China Banking and Insurance Regulatory Commission (including but not limited to capital adequacy ratio), the board of directors will 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:
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, when making profit distribution, the proportion of cash dividends in this profit distribution shall at least reach 20%.
(IX) use of undistributed profits: undistributed profits are an important part of the bank’s capital and a guarantee for the steady development of the bank’s businesses. The main application directions are as follows:
1. Make up the losses of previous years;
2. Replenish the bank’s capital to meet the needs of the bank’s business development for capital and improve the bank’s overall ability to resist risks.
(x) formulation of profit distribution plan:
The profit distribution plan of the bank shall be formulated by the board of directors and reviewed and approved by the general meeting of shareholders. The profit distribution plan formulated by the board of directors shall be approved by more than two-thirds of the directors of the bank; The deliberation of the profit distribution plan at the general meeting of shareholders shall be approved by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
When the bank formulates the specific cash dividend plan, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the bank’s cash dividend, adjustment conditions and decision-making procedure requirements, and the independent directors shall express clear opinions. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the bank will actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders and respond to the concerns of minority shareholders in a timely manner.
（11） Adjustment procedure of profit distribution policy: if the bank really needs to adjust the contents of the profit distribution policy in the articles of association according to the industrial regulatory policy, its own business situation, investment planning and long-term development, or due to major changes in the external business environment, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange, The proposal on adjusting the profit distribution policy shall be formulated by the board of directors in accordance with the operating conditions of the bank and the relevant provisions of the CSRC, and submitted to the general meeting of shareholders for deliberation and decision.
The board of directors shall fully listen to the opinions of independent directors in the process of formulating proposals for adjusting profit distribution policies. If the board of directors deliberates and approves the proposal on adjusting the profit distribution policy, it shall be adopted by more than two-thirds of the directors and more than two-thirds of all independent directors. The independent directors shall express their independent opinions and the bank shall disclose them in a timely manner.
The board of supervisors shall review the proposal on adjusting the profit distribution policy proposed by the board of directors, fully listen to the opinions of external supervisors who do not serve in the bank, and pass it by more than half of all supervisors of the board of supervisors.
When the shareholders’ meeting deliberates the proposal on adjusting the profit distribution policy, it shall be adopted by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the shareholders’ meeting, and the opinions of the public shareholders shall be fully listened to. In addition to setting up on-site meeting voting, the online voting system shall be provided to the shareholders as far as possible.
（12） If a shareholder of the bank occupies the bank’s funds in violation of regulations, the bank shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.
（13） The bank shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, and explain whether it complies with the provisions of the articles of association of the bank or the requirements of the resolutions of the general meeting of shareholders, whether the dividend standard and proportion are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, and whether the independent directors perform their duties and play their due role, Whether minority shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of minority shareholders have been fully protected. If the cash dividend policy is adjusted or changed, it shall also specify whether the conditions and procedures for adjustment or change are compliant and transparent.
（14） Implementation time of dividend distribution plan: the specific dividend distribution plan of the bank shall be proposed by the board of directors and implemented after being approved by the general meeting of shareholders. After the general meeting of shareholders of the bank has made a resolution on the dividend distribution plan, the board of directors of the bank shall complete the distribution of cash dividends (or stock dividends) within two months after the general meeting of shareholders.
（15） Dividend distribution plan for the next three years: within three years after the bank’s listing, the bank will fully reserve legal reserve, surplus reserve and general risk reserve, and meet the standards of banking regulatory authorities on major regulatory indicators such as bank capital adequacy ratio and relevant requirements for dividend distribution, The profit distributed in cash every year shall not be less than 10% of the distributable profit realized in the current year. On the premise of ensuring full cash dividend distribution, the bank may increase stock dividend distribution and conversion of accumulation fund. 3、 Restrictions on the circulation of shares held by shareholders before issuance and commitments to voluntarily lock up shares
In accordance with relevant laws and regulations, the shares issued before this issuance shall not be transferred within one year from the date of listing and trading of this bank’s shares on Shenzhen Stock Exchange.
(I) commitments of major shareholders
The bank’s shareholders are Lanzhou Finance Bureau, Lanzhou state owned assets investment (holding) Construction Group Co., Ltd., Huabang Holding Group Co., Ltd., Lanzhou Tianqing Real Estate Development Co., Ltd., Gansu Shengda Group Co., Ltd., Shenzhen Zhengwei (Group) Co., Ltd., Gansu Tianyuan Hot Spring Hotel Group Co., Ltd., Shengda Resources Co.Ltd(000603) , Gansu state owned Assets Investment Group Co., Ltd Gansu Electric Power Investment Group Co., Ltd. and Gansu Jingyuan real estate development (Group) Co., Ltd. promise not to transfer or entrust others to manage their shares of the bank, nor to repurchase their shares of the bank within 36 months from the date of listing of the bank’s initial public offering shares on the stock exchange.
Shareholders holding more than 5% of the bank’s shares, Lanzhou Municipal Bureau of finance, Lanzhou state investment, Huabang holdings, Tianqing real estate and Shengda Group promise: 1) the conditions for reducing their holdings are met. From the date of this bank’s initial public offering and listing to the date of issuing a suggestive announcement on the reduction of shares, it can timely and effectively fulfill its public commitments at the time of initial public offering; 2) If the closing price of the bank’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the bank’s listing, or the closing price is lower than the issue price at the end of 6 months after the listing (July 17, 2022, if that day is not a trading day, it is the first trading day after that day), the lock-in period of the bank’s shares will be automatically extended for 6 months; 3) Within two years after the expiration of the sales restriction,
