Measures for the administration of share pledge (2022 version)
catalogue
Chapter I General Provisions
Chapter II Registration and filing
Chapter III restrictions on shareholders’ rights
Chapter IV daily management
Chapter V information submission and disclosure
Chapter VI supplementary provisions
Chapter I General Provisions
Article 1 in order to strengthen the share pledge management of China Construction Bank Corporation(601939) (hereinafter referred to as “the bank”), protect the legitimate rights of the bank and shareholders, and promote the sustained, steady and healthy operation and healthy development of the bank, in accordance with the Interim Measures for equity management of commercial banks ( Bank Of China Limited(601988) Order No. 1 of the Industry Regulatory Commission, 2018) These measures are formulated in accordance with the notice of China Banking Regulatory Commission on strengthening the management of equity pledge of commercial banks (YJF [2013] No. 43), the measures for the supervision of the behavior of major shareholders of banking and insurance institutions (Trial) (ybjf [2021] No. 43) and other relevant laws, regulations, regulatory provisions and the China Construction Bank Corporation(601939) articles of Association (hereinafter referred to as the “articles of association of the bank”).
Article 2 These measures mainly regulate the registration, restriction of rights, daily management and other matters of the bank’s shareholders pledging their shares to others. The bank’s equity (share) pledge credit business of other banks shall comply with the relevant provisions of the bank’s credit business. Article 3 where a shareholder pledges his shares in the bank, he shall abide by relevant laws and regulations, regulatory provisions and the articles of association of the bank, and shall not damage the interests of the bank and other shareholders.
Article 4 the bank shall establish and improve the firewall between the bank and shareholders to effectively prevent various risks arising from shareholders’ pledge of shares of the bank. Chapter II Registration and filing
Article 5 where the shareholders of this bank guarantee their own shares or others, they shall strictly abide by laws and regulations and the requirements of regulatory authorities, inform the board of directors and the office of the board of directors of this bank in writing in advance, explain the reasons for the Pledged Shares, the amount of shares, the pledge period (if any), the pledgee and other basic information, and provide the shareholders’ financial statements and other relevant materials.
Article 6 the relevant departments of this bank shall conduct risk assessment on the issue of shareholders pledging shares of this bank from the aspects of shareholders’ financial status and the risk of execution of Pledged Shares. Article 7 Where a shareholder of A-Shares of this bank pledges his shares of this bank, he shall register the pledge at the securities registration and clearing institution of A-Shares of this bank in accordance with laws, regulations and relevant provisions.
The pledge of the bank’s shares held by the bank’s H-share shareholders shall be handled in accordance with laws, regulations and relevant provisions. If the relevant shareholder is a Hong Kong company or a non Hong Kong company registered in the Hong Kong Companies Registry, he shall register the pledge in the Hong Kong Companies Registry.
Article 8 shareholders holding the seats of directors and supervisors of the bank, or shareholders directly, indirectly, jointly holding or controlling more than 2% of the shares or voting rights of the bank, who pledge the shares of the bank, shall apply to the board of directors of the bank for filing in advance, stating the reasons for the pledge, the amount of shares, the pledge period (if any), the pledgee and other basic information. In case of any change in relevant filing elements, the relevant shareholders shall apply to the board of directors of the bank for re filing in advance.
Article 9 if the board of directors determines that the pledge of the bank’s shares by shareholders will have a significant adverse impact on the bank’s share stability, corporate governance, risk and related party transaction control, it shall not be filed.
Article 10 when the board of Directors considers the filing matters related to the pledge of the bank’s shares by shareholders, the directors appointed by the proposed pledging shareholders shall withdraw.
Article 11 after completing the registration of share pledge, the shareholders of the bank shall cooperate with the needs of risk management and information disclosure of the bank and timely provide the bank with relevant information related to the Pledged Shares, including but not limited to providing the bank with financial statements within 10 days after the end of each quarter after completing the registration of share pledge.
During the period of share pledge, if the Pledged Shares involve litigation (Arbitration), freezing, auction, discount, release of pledge and other matters, the relevant shareholders shall notify the bank within 5 days from the date of relevant circumstances.
Article 12 the office of the board of directors shall timely notify the relevant business departments after receiving the relevant written notice, filing materials and other relevant information about the Pledged Shares from the shareholders.
Chapter III restrictions on shareholders’ rights
Article 13 shareholders whose loan balance in this bank exceeds their audited net equity of the previous year shall not pledge their shares in this bank.
Shareholders shall not use the form of share pledge to hold shares of the bank on behalf of the bank, illegally hold affiliated shares or transfer shares of the bank in a disguised form.
Major shareholders shall not guarantee their debts other than their own and their related parties with their shares in the bank.
Article 14 when the number of shares pledged by a shareholder reaches or exceeds 50% of the shares held by him in this bank, his shares shall not exercise voting rights at the general meeting of shareholders, and his shares shall not be included in the total number of shares held by shareholders attending the general meeting of shareholders; Its dispatched directors cannot exercise voting rights at the board of directors of the bank and are not included in the number of people attending the board of directors.
Article 15 the bank shall actively cooperate with the regulatory authorities and take necessary measures to restrict the relevant rights of shareholders who are subject to regulatory penalties due to false statements, abuse of shareholders’ rights or other acts detrimental to the interests of the bank.
Chapter IV daily management
Article 16 the bank shall do a good job in the management of matters related to the pledge of shares by shareholders of the bank. The office of the board of directors is the leading department for the management of the pledge of shares by shareholders of the bank, and other relevant departments shall cooperate in the relevant work according to the division of responsibilities. The daily management of matters related to the pledge of the bank’s shares by the bank’s shareholders includes but is not limited to:
（1） Communicate with relevant securities registration and clearing institutions, urge them to manage the bank’s share pledge and settlement, and timely record the pledge related information in the register of shareholders;
（2） Assist in handling the pledge registration of the bank’s shares according to the application of shareholders; （3） Be responsible for the daily work such as the collection, sorting and regulatory submission of the bank’s share pledge information;
（4） Assist the board of directors in handling the filing of relevant shareholders’ pledged shares, make a preliminary judgment on whether the shareholders’ pledge of shares has a significant adverse impact on the bank’s share stability, corporate governance, risk and related party transaction control, and put forward suggestions to the board of directors;
（5） Regularly collect and analyze the financial data of relevant shareholders of Pledged Shares of the bank, and continuously pay attention to whether the Pledged Shares involve litigation, freezing, discount, auction and other matters;
（6） Do a good job in risk monitoring, public opinion guidance and emergency plan for matters related to the bank’s share pledge;
（7） Establish a monitoring account for share pledge management, strengthen the construction of it information system, and improve the standardization of share management and the transparency of share pledge; （8） Actively strengthen communication with regulatory authorities and relevant departments, coordinate industrial and commercial administration departments and securities registration and settlement institutions to support the work of the bank, and improve the registration procedures of share pledge of the bank; Coordinate with the judicial department and auction institutions to ensure that the qualifications of bidders participating in the bank’s public auction of shares meet the requirements of regulatory policies;
（9） Strictly abide by other relevant laws and regulations and the provisions of the regulatory authorities on the pledge of shares by shareholders.
Article 17 this bank shall carry out share pledge credit business in a standardized manner. In the process of credit business, when accepting the equity (shares) of other banks as pledge, we should carefully verify the legitimacy of equity (shares) pledge, improve the contract terms in advance and standardize the behavior of the pledgor. The pledge registration shall be handled according to law to ensure the legality and effectiveness of the pledge. The details shall be specified by relevant departments of the bank in relevant systems.
The bank shall not accept the following bank equity (shares) as the pledge of credit business:
（1） Shares of the bank;
（2） The bank’s articles of association, relevant agreements or other legal documents prohibit the pledge, or other bank equity (shares) within the restricted transfer period;
（3） Unclear ownership relationship and disputes affect the value and disposal right of the pledged equity (shares), or the bank equity (shares) whose value is difficult to evaluate;
（4） Bank equity (shares) frozen or taken other compulsory measures according to law;
（5） Shares of listed banks suspended, delisted or specially treated by the stock exchange;
（6） The bank’s equity (shares) that should be filed with the board of directors of the bank where the equity (shares) is located before being pledged as required, but failed to be filed or failed to be filed; （7） Bank equity (shares) involving repeated pledge or other imprudent acts recognized by the regulatory authority.
Article 18 the business requirements such as the access standard, evaluation value, pledge rate and value monitoring of the pledged equity (shares) of commercial banks accepted by the bank shall be clarified by the relevant departments of the bank in the relevant systems. Relevant responsible departments shall strictly grasp the loan standards and earnestly perform the three inspections of loans.
Article 19 the relevant business departments of the bank shall be responsible for monitoring the borrowings of non natural person shareholders and natural person shareholders pledging the shares of the bank. Where the shareholders of this bank pledge their shares of this bank, the loan balance provided by this bank to them shall not exceed the audited net equity of this bank in the previous year.
Chapter V information submission and disclosure
Article 20 in case of any of the following circumstances, the bank shall timely disclose information through quarterly reports, annual reports and other channels, and submit relevant information to the regulatory authority through the legal person regulatory information submission channel within 10 days after the occurrence of any of the following circumstances: (I) the Pledged Shares of the Bank reach or exceed 20% of all shares;
(II) the number of shares pledged by major shareholders reaches or exceeds 50% of their shares in the bank;
(III) the Pledged Shares of the bank involve freezing, judicial auction, restriction of voting rights according to law or other rights.
Article 21 this bank shall timely disclose the information of this bank’s share pledge in accordance with the information disclosure requirements of the regulatory authority in the place where the shares are listed.
Chapter VI supplementary provisions
Article 22 the meanings of the following terms in these measures:
(I) controlling shareholder refers to the shareholder whose shares account for more than 50% of the total share capital of the bank in accordance with Article 216 of the company law of the people’s Republic of China; Shareholders who hold less than 50% of the shares, but have enough voting rights to have a significant impact on the resolutions of the general meeting of shareholders.
(II) major shareholders 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 foregoing “significant impact” includes but is not limited to the dispatch of directors, supervisors or senior managers to the bank to affect the bank’s financial and operation management decisions through agreement or other means, as well as other circumstances recognized by the regulatory authority.
(III) major shareholders refer to the shareholders of the bank who meet one of the following conditions:
1. Holding more than 15% of the shares of the bank;
2. 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);
3. Nominating two or more directors;
4. The board of directors of the bank considers that it has a controlling impact on the operation and management of the bank; 5. Bank Of China Limited(601988) other circumstances recognized by the Insurance Regulatory Commission or its dispatched offices.
The shareholding ratio of shareholders and their related parties and persons acting in concert shall be calculated together. If the total shareholding ratio meets the above requirements, the relevant shareholders are regarded as major shareholders.
(IV) concerted action refers to the act or fact that investors expand the number of voting rights of the bank’s shares with other investors through agreements and other arrangements. The relevant investors who have reached an agreement are the persons acting in agreement.
Article 23 these Measures shall be interpreted and revised by the board of directors of the bank.
Article 24 These Measures shall come into force as of the date of deliberation and adoption by the board of directors of this bank.
