China CITIC Bank Corporation Limited

Transcription

1 China CITIC Bank Corporation Limited ( a joint stock limited company incorporated in the People s Republic of China with limited liability) WARNING This announcement ( Announcement ) in relation to the A share offering of China CITIC Bank Corporation Limited (the Company ) is a translation of the official announcement published in Chinese and is being published as required by The Stock Exchange of Hong Kong Limited solely for the purpose of providing information to the public in Hong Kong. The issue of this Announcement in the People s Republic of China ( PRC, excluding, for these purposes, Hong Kong, Macau and Taiwan) is pursuant to PRC regulatory requirements in connection with our A share offering. The A shares are only being offered and sold in the PRC to, and can only be purchased by, investors that meet certain eligibility requirements under the PRC laws and regulations. By viewing this Announcement, you acknowledge, accept and agree with the Company and its underwriters and advisors that: (a) the publication of this Announcement on this website does not constitute a prospectus, notice, circular, brochure or advertisement offering to sell any securities to the public, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities; (b) the publication of this Announcement on this website must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended; (c) neither this Announcement nor anything contained herein shall form the basis of or be relied on in connection with any contract or commitment whatsoever and prospective investors of our H shares should not rely on information contained in this Announcement in making decisions as to whether to invest in our Global Offering; (d) neither the Company nor any of its affiliates, underwriters or advisors makes any express or implied representation or warranty as to the accuracy or completeness of the information contained in this Announcement; (e) each of the Company and its affiliates, underwriters and advisors expressly disclaims any and all liability on the basis of the information contained in, or omitted from, or any inaccuracies or errors in, this Announcement;

2 (f) neither the Company nor any of its affiliates, underwriters or advisors is under any obligation, legal or otherwise, to update any information contained in this Announcement; (g) the Company has not and will not register the securities referred to in the Announcement under the United States Securities Act of 1933, as amended, or any state securities laws of the United States; and (h) as there may be legal restrictions on the distribution of this Announcement or dissemination of any information contained in this Announcement, you agree to inform yourself about and observe any such restrictions applicable to you. Prospective investors are reminded that the Global Offering is not conditional upon the A share offering. If an offer or an invitation is made to the public in Hong Kong in due course, please refer to a prospectus registered with the Registrar of Companies in Hong Kong for further details regarding the relationship between the Global Offering and the A share offering. This Announcement does not form part of any prospectus registered with the Registrar of Companies in Hong Kong save in so far as any information has already been incorporated into such prospectus. As part of the A share offering process, certain announcements will be published from time to time on the website of the Shanghai Stock Exchange, which may not be published on The Stock Exchange of Hong Kong Limited website. 2

3 China CITIC Bank Corporation Limited Announcement on Initial Public Offering and Listing of A Shares (Issuer s Address: Block C, Fu Hua Mansion, 8 Chaoyangmen Beidajie, Dongcheng District, Beijing, China) Sponsor (Lead Underwriter) 3

4 Section 1 Important Declaration and Notice China CITIC Bank Corporation Limited (hereinafter referred to as CITIC Bank, the Bank or the Issuer ) and all of its directors, supervisors, and senior management warrant the truth, accuracy, and completeness of this Listing Announcement, undertake that this Listing Announcement does not contain any false statement, misrepresentation or material omission, and take joint and several legal liability in this regard. Any opinion expressed by the Shanghai Stock Exchange and other government institutions in respect of the listing of the A Shares of the Bank does not represent any warranty in respect of the Bank. We would like to remind the public investors to note that for any contents which are not covered in this Listing Announcement, please refer to the full text of the Prospectus of the Bank, which is published on the website of the Shanghai Stock Exchange ( The directors, supervisors and senior management of the Bank currently do not hold any shares in the Bank, and undertake to comply strictly with the relevant provisions of the Company Law of the People s Republic of China (hereinafter referred to as Company Law ), the Securities Law of the People s Republic of China (hereinafter referred to as Securities Law ), the Rules Governing the Listing of Securities on the Shanghai Stock Exchange and the relevant laws and regulations, and the rules of the Shanghai Stock Exchange on shareholdings and lock-up period for company directors, supervisors and senior management. Listing and trading of the A Shares of the Bank will commence on the Shanghai Stock Exchange on 27 April 2007, while the listing and trading of the H shares of the Bank will commence on the Stock Exchange of Hong Kong on 27 April Section 2 Listing of Shares I. This Announcement, which is prepared pursuant to the relevant provisions of the Company Law of the People s Republic of China, the Securities Law of the People s Republic of China, and the Rules Governing the Listing of Securities on the Shanghai Stock Exchange and the relevant laws and regulations, and in the format of the Guidance on the Contents and Format of Announcement on Shares Listing, is 1

5 intended to provide investors with the basic particulars of the initial public offering and listing of A Shares of the Bank. II. The Bank s initial public offering of A Shares (hereinafter referred to as the Offering ) has been approved under the Document Zheng Jian Fa Xing Zi [2007] No. 67 issued by the China Securities Regulatory Commission. III. The listing of the A Shares of the Bank has been approved under the Document Shang Zheng Shang [2007] No.84 issued by the Shanghai Stock Exchange. IV. Information concerning the listing of A Shares 1. Listing place: Shanghai Stock Exchange 2. Listing date: 27 April Stock short name: CITIC Bank 4. Stock code: Total share capital: 38,300,523,054 shares (upon completion of the A Share offering and the H Share offering, without taking into account the effect of the exercise of over-allotment option). Total share capital: 39,033,344,054 shares (upon completion of the A Share offering and the H Share offering, and exercise of the over-allotment option of H shares in full). 6. 2,301,932,654 shares will be offered to the public under the A Share offering. 7. Trading restrictions on and lock-up period for the shares held by A Shares shareholders prior to the Offering. Pursuant to the relevant provisions of the Company Law of the People s Republic of China, the A shares held by CITIC Group prior to the Offering shall not be transferred for a period of one year commencing on the date at which the A Shares of the Bank are first listed on the Shanghai Stock Exchange. However, the shares to be transferred to National Council for Social Security Fund by CITIC Group based on the relevant state provisions on the cut-down of state-owned shares holding will not be subject to the laws and regulations of the relevant share transfer. 8. Undertakings by A Share shareholders on the arrangement for voluntary lock-up of A Shares held prior to the Offering 2

6 CITIC Group undertakes that, for a period of 36 months commencing on the date at which A Shares of the Bank are listed on the Shanghai Stock Exchange, CITIC Group will not transfer or entrust another party to administer the A Shares held directly or indirectly by CITIC Group in the Bank or permit the Bank to acquire the A Shares held by CITIC Group in the Bank, provided however that any H Shares which may have been created from a conversion made under a permission granted by the China Regulatory Securities Commission or any securities examination and approval authority authorized by the State Council shall not be subject to the abovementioned 36-month lock-up period. 9. Other lock-up arrangements for the shares under the current listing: the 517,238,000 shares placed to strategic investors under the Offering will be subject to a 12-month lock-up period commencing on the date on which the shares issued under the current Public Offering are listed and traded on the Shanghai Stock Exchange and the 633,051,654 shares placed to the targets of the Institutional Placement shall be subject to a 3-month lock-up period commencing on the date on which the shares issued under the current Public Offering are listed and traded on the Shanghai Stock Exchange. 10. Shares which are not subject to any trading restriction and lock-up arrangement under the current listing: The 1,151,643,000 shares issued under the Public Offering in the current Offering are not subject to any trading restriction or lock-up arrangement, and will be listed and traded from 27 April Shares registrar: China Securities Depository and Clearing Corporation Limited (Shanghai Branch) 12. Listing sponsor (lead underwriter): China International Capital Corporation Limited V. Particulars concerning the listing of H Shares Concurrent with the A Share offering, the Bank is proceeding with its overseas listing of H Shares. Closings for the H Shares which have been offered will be completed on 27 April 2007, and permission for the listing and trading of such H Shares on the Stock Exchange of Hong Kong from 27 April 2007 has been granted. The stock code will be 998. Section 3 Particulars of the Issuer, Shareholders and 3

7 Actual Controller I. Basic Particulars of the Company 1. Name of Company: China CITIC Bank Corporation Limited 2. Name in English:China CITIC Bank Corporation Limited 3. Chinese short name: 中信銀行 4. English short name: CNCB 5. Place of registration: Block C, Fu Hua Mansion, 8 Chaoyangmen Beidajie, Dongcheng District, Beijing 6. Postcode: Legal representative: KONG Dan 8. Registered capital: RMB31,113,111, Date of establishment: 31 December Scope of operation: The scope of operation of the Bank as approved by the China Banking Regulatory Commission and the company registration authority: taking of deposits from the public; lending of short, medium and long-term loans; domestic and overseas settlement; bill acceptance and discounting; issue of financial bonds; issue and payment of government bonds as agent and underwriting of government bonds; trading of government bonds and financial bonds; inter-bank borrowings; foreign exchange purchase and sale and foreign exchange purchase and sale as agent; bank card business; letter of credit services and guarantee; collection and payment as agent; safe deposit box services; foreign exchange settlement and sale business; and such other businesses as approved by the bank regulatory authorities under the State Council. 11. Mainline business: Commercial banking 12. Industry: Banking 13. Telephone number: (010) Fax number: (010) Internet website: 4

8 Secretary to board of directors:luo Yan 18. Directors, supervisors and senior management (1) Directors The Bank has 15 incumbent directors, whose names are tabulated below: Name Mr. KONG Dan Mr. CHANG Zhenming Mr. WANG Chuan Dr. CHEN Xiaoxian Mr. DOU Jianzhong Mr. WU Beiying Ms. CHAN Hui Dor Lam Doreen Mr. JU Weimin Mr. ZHANG Jijing Mr. José Ignacio GOIRIGOLZARRI Dr. BAI Chong-En Dr. John Dexter LANGLOIS Dr. AI Hongde Dr. XIE Rong Mr. WANG Xiangfei Position in the Bank Chairman, Non-executive Director Vice-chairman, Non-executive Director Non-executive Director Executive Director and President Non-executive Director Executive Director Non-executive Director Non-executive Director Non-executive Director Non-executive Director Independent Non-executive Director Independent Non-executive Director Independent Non-executive Director Independent Non-executive Director Independent Non-executive Director (2) Supervisors The Bank has 8 incumbent supervisors, whose names are tabulated below: Name Ms. LIU Chongming Mr. WANG Shuanlin Mr. LI Qianxin Mr. GUO Ketong Mr. LIN Zhengyue Mr. DENG Yuewen Mr. LI Gang Ms. ZHUANG Yumin Position in the Bank Supervisor External Supervisor Supervisor Supervisor Staff Supervisor Staff Supervisor Staff Supervisor External Supervisor (3) Senior Management: 5

9 Names of the senior management are tabulated below: Name Dr. CHEN Xiaoxian Mr. WU Beiying Dr. OUYANG Qian Dr. ZHAO Xiaofan Mr. WANG Lianfu Mr. SU Guoxin Mr. CAO Tong Mr. CAO Guoqiang Mr. ZHANG Qiang Mr. LUO Yan Position in the Bank Executive Director, President Executive director, Executive Vice President, Director of Risk Control Vice President Vice President Secretary to Discipline Committee Vice President Vice President Assistant president Assistant president Secretary to Board of Directors 19. Shares and bonds of the Bank held by directors, supervisors and senior management As at the date hereof, the directors, supervisors and senior management of the Bank do not hold any shares or debentures of the Bank. II. Particulars of Controlling Shareholder 1. CITIC Group The controlling shareholder of the Bank is CITIC Group Company (hereinafter referred to as CITIC Group ). Both the place of registration and the place of business of the CITIC Group are Beijing. As the first window enterprise for opening-up to the outside world, it was established in October 1979 by Mr. Rong Yiren, the former Vice-president of the PRC, under an initiative made by Deng Xiaoping, the chief architect of the reform and opening-up of China, and upon the approval of the State Council. After a number of changes in capital, the registered capital of CITIC Group was RMB30 billion as at 31 December CITIC Group, a leading major State-owned multi-national enterprise of the PRC, focuses on investment in financial services, information technology, energy resources, heavy industry and other industries, and has business operation in Hong Kong, the United States, Canada, and Australia. Immediately before the A Share offering and H Shares offering of the Bank, CITIC Group held billion shares in the Bank, representing 80.00% of the 6

10 issued shares prior to the A Share offering and H Share offering. The shares held by CITIC Group in the Bank are not subject to any pledge or other disputes. III. Particulars of shareholders 1. On the first day of listing (27 April 2007), shareholding of the shareholders is estimated as follows: Name Class of Shares Number of Shares Shareholding Proportion (%) CITIC Group A shares 24,402,891, % CIFH H shares 5,810,189, % BBVA H shares 1,849,915, % National Council for Social Security Fund Other H share shareholders Other A share shareholders H shares 488,547, % H shares 3,447,047, % A shares 2,301,932, % Total - 38,300,523, % Notes: 1 The above data is based on the assumption that the over-allotment option for H shares has not been exercised as at 27 April Upon the exercise of the over-allotment option, CITIC Group will reduce its state-owned shares holding in accordance with the relevant regulations. 2 Upon approval by China Securities Regulatory Commission or securities examination and approving bodies authorized by the State Council, the shares held by CITIC Group can be converted to H shares. 3 The A shares and H shares held by National Council for Social Security Fund as a result of its participation in the Institutional Placement of A shares and the Strategic Placement of H shares are 7

11 included respectively in the statistic data of other A share shareholders and other H share shareholders set out in the above table. 2. Shareholdings of the ten largest A-Shares shareholders before the Listing S/N Name Number of Shares Shareholding Proportion (%) 1 CITIC Group 24,402,891, % 2 Baosteel Co., Ltd 32,101, % 3 SINOCHEM Corporation 30,781, % State Development & Investment Corp. China State Shipbuilding Corporation China Shipbuilding Industry Corporation Beijing International Trust and Investment Co., Ltd Zhonghai Trust & Investment Co., Ltd Hebei Provincial Construction Investment Corporation Huaneng Capital Services Corporation Ltd 30,171, % 29,310, % 28,911, % 26,679, % 26,229, % 26,158, % 25,952, % 8

12 Section 4 Offering of Shares I. A share offering volume: 2,301,932,654 shares II. III. A share offering price: RMB 5.8 per share Form of A share offering The Offering is made by way of placement to strategic investors, placement to participating institutional investors and public offering of shares for subscription, under which 517,238,000 shares will be placed to strategic investors, 633,051,654 shares will be placed to participating institutional investors, and 1,151,643,000 shares will be allocated to public offering of shares for subscription. IV. Total proceeds and verification of the availability of funds by certified public accountants The total proceeds from the Offering are RMB 13,351,209, KPMG has conducted a verification of the availability of funds raised from the Offering, and issued on 24 April 2007 a capital verification report (KPMG-A (2007) CR No.0018). V. Cost of Offering of A shares The total cost of the Offering of A shares is RMB 288,155,175.60, including an underwriting and sponsorship fee of RMB 213,619,350.29, an auditing fee of RMB 37,800,000, a fee of RMB 4,100,000 charged by the lawyers, a fee of RMB 1,350,000 charged by the appraiser, a capital verification fee of RMB 120,000, an issue processing cost of RMB 3,412,000, a stamp duty of RMB 6,531, and a roadshow presentation fee of RMB 21,222, Cost per share in the offering of A shares: RMB VI. Net proceeds from the offering of A shares: RMB 13,063,054, VII. H Shares Offering 1. The H Shares offering of the Bank includes two parts, namely Hong Kong Public Offering and the International Offering. As there is an over-subscription under the Hong Kong Public Offering, the joint book runners of H Shares, after consulting the Bank, reallocated certain shares from the International Offering to the Hong Kong Public Offering, thus increasing the total number of shares available for subscription under the Hong Kong Public Offering. After completion of such 9

13 clawback, the H share offering of the Bank comprises: (1) 977, H Shares issued by the Bank at the H Share offering price for public subscription in the Hong Kong, described as Hong Kong Public Offering in the H Share prospectus; (2) 3,908,383,000 shares issued by the Bank under the International Offering, described as International Offering in the H Share prospectus, including (a) H Share issued to qualified institutional investors in the United States in reliance on Rule 144A (revised) of the Securities Law of the United States, and (b) H Share issued outside of the United States in reliance on Regulation S of the Securities Law of the United States. The International Offering also includes a public offering (without listing) in Japan. At any time during a 30-day period from the last day for the lodging of applications under the Hong Kong Public Offering, the joint global coordinators of the H Share offering (as representatives of underwriter of the International Offering) have an option to require the Bank to allocate and issue up to 732,821,000 additional shares, representing 15% of the H Shares initially available under the H Share offering, solely to cover over-allocation in the International Offering. 2. The offering price of the H Shares of the Bank is HK$5.86 per share, which is consistent with the offering price of A Shares after an adjustment is made for the exchange rate difference between the Hong Kong dollars and Renminbi. 3. Without considering the effect of the exercise of over-allotment option, the Bank expects the net proceeds from the H Share offering, after deduction of underwriting commissions and expected offering costs, will be HK$ billion. VIII. Fully-diluted net assets per share after the A Share offering and H Share offering: RMB 1.89 (calculated based on the proportion between the net assets and the total share capital upon the A Share offering and H Share offering and prior to any exercise of the over-allotment option; while the net assets are calculated based on the sum of the shareholders equity stated in the balance sheet dated 31 December 2006 and the net proceeds from A Share offering and H Share offering prior to any exercise of the over-allotment option, and the total share capital is calculated based on the total number of shares prior to any exercise of the over-allotment option). IX. Fully-diluted earnings per share after the A Share offering and H Share offering: RMB 0.15 (calculated based on the estimated net profit for 2007, as audited by an accounting firm in accordance with the PRC accounting standards, divided by the 10

14 total number of shares after the A Share offering and H Share offering prior to the exercise of any over-allotment option. Section 5 Other Important Matters During the period from the date of publication of the Prospectus to the date of publication of the listing announcement, there has not been any major event the happening of which might have a material effect on the Bank. In particular: 1. The mainline business of the Bank has made normal progress to achieve its objective. 2. There has not been any material change in the industry and the market in which the Bank operates. 3. There has not been any material change in the price of the products or services received or provided by the Bank. 4. The Bank has not entered into any material connected transaction with its connected parties. 5. The Bank has not made any major investment. 6. The Bank has not made any material purchase, sale, or swap of assets (or equity). 7. There has not been any change in the address of the Bank 8. There has not been any change in the directors, supervisors and senior management of the Bank. 9. The Bank has not been involved in any material litigation or arbitration. 10. The Bank has not executed any material external guarantees or been involved in other contingent matters save in the ordinary course of commercial banking. 11. There has not been any material change in the financial position and operating results of the Bank. 12. The Bank has not been involved in any other matters which require disclosure. 11

15 Section 6 Sponsor and its Opinion I. Basic particulars of the listing sponsor 1. China International Capital Corporation Limited Address: 28th Floor, China World Tower 2, No. 1, Jianguomenwai Avenue Beijing, PRC Legal representative: WANG Jianxi Telephone:(010) Fax:(010) Sponsor s representative: DUAN Xiaodong, ZHAO Peilin II. Sponsor s Recommendation China International Capital Corporation Limited, the listing sponsor, opines that China CITIC Bank Corporation Limited operates in a standardized way under a sound operating condition, and complies with the requirements of the current laws and regulations of the PRC on the initial public offering and listing of A Shares. CICC has agreed to sponsor the A share listing of China CITIC Bank Corporation Limited on Shanghai Stock Exchange. 12

16 (This page, is left blank for the affixation of the company chop for this Announcement on Initial Public Offering and Listing of A Shares made by China CITIC Bank Corporation Limited) China CITIC Bank Corporation Limited 26 April 2007