Bank Of Shanghai Co.Ltd(601229) equity management measures
Chapter I General Provisions
Article 1 in order to standardize the equity management of Bank Of Shanghai Co.Ltd(601229) (hereinafter referred to as the bank) and safeguard the legitimate interests of shareholders, in accordance with the company law of the people’s Republic of China, the law of the people’s Republic of China on commercial banks Bank Of China Limited(601988) Insurance Regulatory Commission (hereinafter referred to as the CBRC) Interim Measures for the administration of equity of commercial banks, measures for the supervision of the behavior of major shareholders of bank insurance institutions (for Trial Implementation), notice of the CBRC on strengthening the administration of equity pledge of commercial banks These measures are formulated in accordance with the notice of the general office of the China Banking and Insurance Regulatory Commission on Further Strengthening the management of shareholders’ commitments of banking and insurance institutions and the articles of association of the bank.
Article 2 These measures are applicable to the management of all shareholders holding ordinary shares of this bank (hereinafter referred to as shares) and ordinary shares of this bank, and the management of preferred shareholders and preferred shares is applicable to relevant laws and regulations.
Article 3 this bank’s equity management shall follow the principles of classified management, excellent qualification, clear relationship, clear rights and responsibilities, openness and transparency.
Article 4 all the shares of this bank have been registered in China Securities Depository and Clearing Corporation Limited Shanghai Branch (hereinafter referred to as zhongdeng company) in accordance with regulatory provisions. For the shares of confirmed securities account holders, all relevant acts such as registration and change shall comply with the relevant provisions of zhongdeng company.
The bank has opened a ” Bank Of Shanghai Co.Ltd(601229) special account for securities of unconfirmed holders” in zhongdeng company. The shares registered under this account are under the unified management of the bank, including confirming the holder, registering the holder’s securities account with zhongdeng company, completing the allocation of undistributed cash dividends of relevant shares before the holder’s confirmation and judicial assistance of relevant shares.
Chapter II liability of shareholders
Article 5 the shareholders of this bank are legal persons or natural persons who hold shares of this bank according to law and whose names are registered in the register of shareholders.
Article 6 the shareholders of this bank shall have good social reputation, good faith record, tax payment record and financial status, and comply with the provisions of laws and regulations and regulatory requirements.
Shareholders of the bank shall abide by laws and regulations, regulatory provisions and the articles of association of the bank, exercise shareholders’ rights and perform legal obligations according to law.
Article 7 the relationship between the bank’s shareholders and their controlling shareholders, actual controllers, related parties, persons acting in concert, ultimate beneficiaries and other parties shall be clear and transparent.
The shareholding ratio of shareholders, their related parties and persons acting in concert shall be calculated jointly.
Article 8 the shareholders of this bank shall perform their capital contribution obligations in strict accordance with laws and regulations and the provisions of the CBRC.
Shareholders of the bank shall use their own funds to take shares in the bank, and ensure that the source of funds is legal. They shall not take shares with entrusted funds, debt funds and other non own funds, unless otherwise provided by laws and regulations.
Article 9 the shareholders of this bank shall not entrust or accept the entrustment of others to hold the equity of this bank.
Article 10 when transferring the equity of this bank held by shareholders of this bank, they shall inform the transferee that they shall meet the conditions stipulated by laws and regulations and the China Banking and Insurance Regulatory Commission.
Article 11 the shareholders of this bank shall abide by laws and regulations and the relevant provisions of the China Banking and Insurance Regulatory Commission on connected transactions, shall not conduct improper connected transactions with this bank, and shall not use their influence on the operation and management of this bank to obtain illegitimate interests.
Article 12 Where an investor, its related parties or persons acting in concert individually or jointly intend to hold or cumulatively increase more than 5% of the total capital or shares of this bank for the first time, they shall inform this bank in advance, and report to the CIRC or its dispatched office for approval after being deliberated and approved by the board of directors of this bank. The specific requirements and procedures for examination and approval shall be implemented in accordance with the relevant provisions of the CBRC.
Article 13 Investors and their affiliates and persons acting in concert who individually or jointly hold more than 1% and less than 5% of the total capital or shares of this bank shall report to the CBRC or its dispatched office within 10 working days after obtaining the corresponding equity. The specific requirements and procedures of the report shall be implemented in accordance with the relevant provisions of the CBRC. Article 14 shareholders who should be approved but have not been approved by or reported to the regulatory authorities shall not exercise their rights to request, vote, nominate, propose and dispose of the general meeting of shareholders.
Article 15 financial products may hold the shares of this bank through the open secondary market, but the total shares held by financial products controlled by a single investor, issuer or manager and their actual controllers, related parties and persons acting in concert shall not exceed 5% of the total shares of this bank.
Article 16 the bank may, in accordance with the requirements of the China Banking and Insurance Regulatory Commission and its local offices, restrict or prohibit related party transactions with the bank, limit the amount of its equity and the proportion of share pledge, and limit its right to request, vote, nominate and hold a general meeting of shareholders Proposal right, disposition right and other rights.
Article 17 where this bank has a major risk event or major violation of laws and regulations, and is taken risk disposal or takeover measures by the China Banking and Insurance Regulatory Commission or its dispatched office, the shareholders shall actively cooperate with the China Banking and Insurance Regulatory Commission or its dispatched office in risk disposal and other work. Chapter III special provisions on major shareholders
Section I definition of major shareholders
Article 18 the major shareholders of this bank refer to the shareholders who hold or control more than 5% of the shares or voting rights of this bank, or hold less than 5% of the total capital or total shares but have a significant impact on the operation and management of this bank.
The “significant influence” in the preceding paragraph includes, but is not limited to, nominating or appointing directors, supervisors or senior managers to the bank, affecting the bank’s financial and operation management decisions through agreement or other means, as well as other circumstances recognized by the CIRC or its dispatched offices.
Section II responsibilities
Article 19 the major shareholders of the bank shall explain their ownership structure layer by layer, up to the actual controller, the ultimate beneficiary, and their relationship with other shareholders or concerted action relationship, so as to ensure the authenticity and transparency of the ownership relationship. It is strictly prohibited to hide the actual controller, conceal the relationship, equity holding, private agreement and other illegal acts.
Article 20 when major shareholders acquire equity and submit it to the CBRC and its local offices for approval and filing, they shall explain the source of funds in detail and actively cooperate with the CBRC and its local offices and the bank in the review of the source of funds.
Article 21 the number of commercial banks in which the same investor, its related parties and persons acting in concert as major shareholders shall not exceed two, or the number of holding commercial banks shall not exceed one.
Investors and banking financial institutions authorized by the State Council to hold the equity of commercial banks, subjects otherwise provided by laws and regulations to take shares in commercial banks, and investors’ Merger and reorganization of high-risk commercial banks with the approval of the cbcirc are not subject to the provisions of the preceding paragraph of this article.
Article 22 the bank’s major shareholders and their controlling shareholders and actual controllers shall not be under the following circumstances:
(I) be listed as the object of joint punishment for dishonesty by relevant departments;
(II) serious evasion of bank debts;
(III) providing false materials or making false statements;
(IV) bear major responsibility for the business failure or major violations of laws and regulations of commercial banks;
(V) refuse or hinder the CBRC or its dispatched offices from carrying out supervision according to law; (VI) being investigated and dealt with by the financial supervision department or relevant government departments due to violations of laws and regulations, resulting in adverse effects;
(VII) other circumstances that may adversely affect the operation and management of commercial banks.
Article 23 the major shareholders of the bank shall not transfer their equity within five years from the date of obtaining the equity.
Except for special circumstances such as taking risk disposal measures with the approval of the China Banking and Insurance Regulatory Commission or its dispatched offices, ordering the transfer by the China Banking and Insurance Regulatory Commission or its dispatched offices, involving judicial enforcement, or transferring equity between different entities controlled by the same investor.
The major shareholders of the bank shall exercise their rights and fulfill their obligations as contributors in strict accordance with laws and regulations, regulatory provisions and the articles of association of the bank, and shall not abuse their rights or use their influence to interfere with the decision-making and management rights enjoyed by the board of directors and senior management in accordance with the articles of association of the bank, The board of directors and senior management shall not directly intervene or use their influence to intervene in the operation and management of the bank, transfer interests, or otherwise damage the legitimate rights and interests of depositors, the bank and other shareholders.
Article 24 the major shareholders of this bank shall establish an effective risk isolation mechanism to prevent the transmission and transfer of risks among shareholders, this bank and other affiliated institutions.
Article 25 the major shareholders of this bank shall effectively manage the cross appointment of members of the board of directors, members of the board of supervisors and senior managers with this bank and other affiliated institutions to prevent conflicts of interest.
Article 26 major shareholders of this bank shall not hold shares of this bank through financial products issued, managed or controlled by other means.
Article 27 the major shareholders of the bank shall report the following information to the bank in a timely, accurate and complete manner:
(I) its own business status, financial information and equity structure;
(II) the source of capital of the bank;
(III) controlling shareholders, actual controllers, related parties, persons acting in concert, ultimate beneficiaries and their changes;
(IV) the bank’s equity held has been taken litigation preservation measures or enforced; (V) the equity of the bank is pledged or released;
(VI) name change;
(VII) merger and division;
(VIII) being ordered to suspend business for rectification, designated trusteeship, takeover or cancellation, or entering into dissolution, bankruptcy or liquidation procedures;
(IX) other circumstances that may affect the qualification conditions of shareholders or lead to changes in the equity of the bank.
Section III commitment management
Article 28 shareholders’ commitments include declaration, compliance and due diligence commitments. Declarative commitment refers to the confirmation or statement of a past or present factual state by shareholders, compliance commitment refers to the commitment of shareholders to carry out a certain activity in accordance with the law in the future, and due diligence commitment refers to the commitment of shareholders to perform corresponding responsibilities and obligations in the future.
Article 29 when taking shares in this bank, the major shareholders of this bank shall make a written commitment to abide by laws and regulations, regulatory provisions and the articles of association of this bank, and explain the purpose of taking shares in this bank.
Article 30 the major shareholders of the bank shall make a written commitment to replenish capital to the bank when necessary in accordance with regulatory provisions, and report the capital replenishment capacity to the China Banking and Insurance Regulatory Commission or its dispatched offices through the bank every year.
Article 31 the commitments of the bank’s major shareholders shall be accurate, standardized and enforceable. If the time limit can be specified, the time limit for performance of the commitments shall be specified as far as possible.
Article 32 the commitments made by the major shareholders of the enterprise law society shall comply with the necessary internal approval procedures such as the board of directors or the general meeting of shareholders in accordance with the laws and regulations, regulatory requirements and the articles of association.
Article 33 the major shareholders of the bank shall faithfully make and fulfill their commitments in accordance with relevant laws and regulations, regulatory requirements and these measures, and actively cooperate with the China Banking and Insurance Regulatory Commission or its dispatched offices and the bank in the evaluation of shareholder commitments.
The bank’s major shareholders should actively fulfill their due diligence commitments such as capital replenishment and liquidity support, and cooperate with the bank in dealing with risks in accordance with regulatory requirements. If it is unable to fulfill its due diligence commitments, it shall timely inform the bank, explain the specific circumstances and reasons, and shall not prevent other investors from taking reasonable plans to invest in the bank.
After learning that the relevant shareholders are unable to fulfill their due diligence commitments, the bank shall timely report to the CBRC or its dispatched offices and formulate response plans.
Chapter IV Special Provisions on major shareholders
Section I definition of major shareholder
Article 34 major shareholders refer to the shareholders of this bank who meet one of the following conditions: (I) hold more than 10% of the equity of this bank;
(II) those who actually hold the largest number of shares in the bank and hold no less than 5% (including shareholders with the same number of shares);
(III) nominating two or more directors;
(IV) the board of directors of the bank considers that it has a controlling impact on the operation and management of the bank; (V) other circumstances recognized by the CIRC or its dispatched offices.
If the shareholding ratio of shareholders and their related parties and persons acting in concert meets the above requirements, the relevant shareholders shall be regarded as major shareholders.
Section 2 shareholding behavior
Article 35 major shareholders shall fully understand the industry attributes, risk characteristics, prudent operation rules of the bank, as well as the rights and obligations of major shareholders, actively maintain the steady operation of the bank and the stability of the financial market, protect the rights and interests of consumers, and support the bank to better serve the real economy and prevent and control financial risks.
Article 36 major shareholders shall, in accordance with regulatory requirements, strengthen capital constraints, maintain an appropriate level of leverage, scientifically arrange their investment in bank and insurance institutions, ensure that their investment behavior is compatible with their own capital scale, sustainable capital contribution ability and operation and management level, and the number of bank and insurance institutions invested in shares shall meet relevant regulatory requirements.
Article 37 Unless otherwise stipulated by the State Council, major shareholders and the bank shall not cross hold shares directly or indirectly.
Article 38 major shareholders shall maintain the relative stability of this bank’s equity structure and shall not transfer or transfer their equity in disguised form within the period of equity transfer restriction, except for judicial ruling, administrative allocation or order of transfer by the CBRC and its dispatched offices.
Section III governance behavior
Article 39 major shareholders shall support the bank to establish an independent, sound and effective corporate governance structure, and support the bank to organically integrate the party’s leadership with corporate governance.
Article 40 major shareholders shall properly exercise shareholders’ rights through corporate governance procedures and maintain the independent operation of the bank. It is strictly prohibited to improperly intervene or restrict the bank in violation of the following ways, except as otherwise provided by laws and regulations or approved by the CBRC: (I) set up pre approval procedures for the resolutions of the general meeting of shareholders and the board of directors of the bank;
(II) interfere with the normal selection and employment procedures of the bank’s staff, or directly appoint and remove staff beyond the general meeting of shareholders and the board of directors;
(III) intervening in the performance evaluation of directors, supervisors and other staff of the bank;
(IV) intervention
