SUPPLEMENTAL PROSPECTUS

Transcription

1 IMPORTANT: If you are in doubt about any of the contents of this supplemental prospectus, you should seek independent professional advice. This is a supplemental prospectus issued by The People s Insurance Company (Group) of China Limited which supplements the prospectus issued by it on November 26, 2012 (the Prospectus ) in connection with the Global Offering and listing of its H Shares on The Stock Exchange of Limited (the Stock Exchange ). A copy of this supplemental prospectus having attached thereto a certificate in the approved manner as to the accuracy of the Chinese translation of this supplemental prospectus and a certificate in the approved manner as to the competency of the Chinese translator given by the Joint Sponsors have been registered with the Registrar of Companies in as required by Section 342C of the Companies Ordinance (Chapter 32 of the Laws of ). The Securities and Futures Commission and the Registrar of Companies in take no responsibility as to the contents of this supplemental prospectus or any other documents referred to above. The Stock Exchange and Securities Clearing Company Limited take no responsibility for the contents of this supplemental prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this supplemental prospectus. Potential investors should read this supplemental prospectus in conjunction with the Prospectus in order to understand the offer to which the documents relate, in particular before making an application in response to the Public Offering. Unless otherwise defined herein, terms used in this supplemental prospectus shall have the same meanings as those defined in the Prospectus. To the extent that anything in this supplemental prospectus qualifies or contradicts anything in the Prospectus, this supplemental prospectus amends the Prospectus. This document and the information contained herein does not, and is not intended to, constitute an offer of securities for sale in the United States. Securities may not be offered, sold or delivered within the United States without registration or an exemption from registration under the United States Securities Act of 1933, as amended. There is not and it is currently not intended for there to be any public offering of securities of the Company in the United States. (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock code: 1339) SUPPLEMENTAL PROSPECTUS We are issuing this supplemental prospectus ( Supplemental Prospectus ) pursuant to the Twentieth Schedule, Part 2, section 1(a)(i) of the Companies Ordinance (Chapter 32 of the Laws of ) and Rule of the Listing Rules. This Supplemental Prospectus amends the Prospectus, should be read in conjunction with the Prospectus and is required to be distributed with the Prospectus. 1

2 Copies of this Supplemental Prospectus may be obtained from 9:00 a.m. on Wednesday, November 28, 2012 until 12:00 noon on Thursday, November 29, 2012 at any of the places stated in the section headed How To Apply For Offer Shares III. Applying By Using A White Or Yellow Application Form 2. Where to collect the WHITE and YELLOW Application Forms in the Prospectus, being the following addresses: Goldman Sachs (Asia) L.L.C. 68th Floor Cheung Kong Center 2 Queen s Road China International Capital Corporation Securities Limited 25th Floor One International Finance Centre 1 Harbour View Street Deutsche Bank AG, Branch 52/F, International Commerce Centre 1 Austin Road West Kowloon Credit Suisse () Limited Level 88, International Commerce Centre 1 Austin Road West Kowloon ABCI Securities Company Limited Room 701, 7/F One Pacific Place 88 Queensway CCB International Capital Limited 34/F, Two Pacific Place 88 Queensway Admiralty Essence International Securities () Limited 39/F, One Exchange Square BOCI Asia Limited 26th Floor, Bank of China Tower 1 Garden Road 2

3 ICBC International Securities Limited 37/F, ICBC Tower 3 Garden Road J.P. Morgan Securities (Asia Pacific) Limited 28th Floor, Chater House 8 Connaught Road Merrill Lynch Far East Limited 15/F, Citibank Tower 3 Garden Road Daiwa Capital Markets Limited Level 28, One Pacific Place 88 Queensway The Hongkong and Shanghai Banking Corporation Limited Level 15 1 Queen s Road UBS AG, Branch 52/F, Two International Finance Centre 8 Finance Street Haitong International Securities Company Limited 25/F, New World Tower Queen s Road Morgan Stanley Asia Limited Level 46 International Commerce Centre 1 Austin Road West Kowloon Citigroup Global Markets Asia Limited 50th Floor, Citibank Tower Citibank Plaza 3 Garden Road 3

4 or any of the following branches of: (i) Bank of China () Limited: Branch Name Address Island: Bank of China Tower Branch 3/F, 1 Garden Road District (Wing On House) Branch 71 Des Voeux Road Kowloon: Kwun Tong Branch Yue Man Square, Kwun Tong Tseung Kwan O Plaza Branch Shop , Level 1, Tseung Kwan O Plaza, Tseung Kwan O New Territories: Tuen Mun Town Plaza Branch Shop 2, Tuen Mun Town Plaza Phase II Kau Yuk Road Branch Kau Yuk Road, Yuen Long (ii) Bank of Communications Co., Ltd. Branch: Branch Name Address Island: Branch 20 Pedder Street, Quarry Bay Sub-Branch G/F., 981 C, King s Road, Quarry Bay Chaiwan Sub-Branch G/F., A Wan Tsui Road Kowloon: Kowloon Sub-Branch G/F., 563 Nathan Road New Territories: Tsuen Wan Sub-Branch G/F., Shop G9B-G11, Pacific Commercial Plaza, Bo Shek Mansion, 328 Sha Tsui Road 4

5 (iii) The Hongkong and Shanghai Banking Corporation Limited: Branch Name Address Island: Office Level 3, 1 Queen s Road North Point Branch G/F, Winner House, King s Road, North Point Hopewell Centre Branch Shop 2A, 2/F, Hopewell Centre, 183 Queen s Road East, Wan Chai Kowloon: Kwun Tong Branch No. 1, Yue Man Square, Kwun Tong Mong Kok Branch Basement & U/G, 673 Nathan Road, Mong Kok New Territories: Shatin Plaza Branch Shop 49, Level 1, Shatin Plaza, Sha Tin Centre Street, Sha Tin Tai Po Branch Kwong Fuk Road, Tai Po 5

6 (iv) Industrial and Commercial Bank of China (Asia) Limited: Branch/ Sub-branch Name Address Island: Hennessy Road Branch Shop 2A, G/F & Basement, Cameron Commercial Centre, 468 Hennessy Road, Causeway Bay Kowloon: Tsim Sha Tsui Branch Shop 1&2, G/F, No Hankow Road, Tsimshatsui Hung Hom Branch Shop 2A, G/F, Hung Hom Shopping Mall, 2-34E Tak Man Street, Hung Hom Mongkok Branch G/F, Belgian Bank Building, Nathan Road, Mongkok New Territories: Tsuen Wan Castle Peak Road Branch G/F., Castle Peak Road, Tsuen Wan This Supplemental Prospectus will also be published in the South China Morning Post (in English) and the Economic Times (in Chinese) on Wednesday, November 28, 2012 and Thursday, November 29, This Supplemental Prospectus will also be available at the website of the Stock Exchange at and our website at The contents of our website do not form part of this Supplemental Prospectus. No reliance shall be placed on the contents of our website. Cornerstone Placing The Company announces that on November 26, 2012, the Company, together with CICC HKS, HSBC, CS, Goldman Sachs and Deutsche Bank AG, Branch, entered into a cornerstone investment agreement with China Life Insurance Company Limited ( CLICL ) in respect of the Cornerstone Placing. 6

7 CLICL has agreed to subscribe for such number of H Shares (rounded down to the nearest whole board lot of 1,000 H Shares) which may be purchased with an aggregate amount of US$50 million at the Offer Price. Assuming an Offer Price of HK$3.42, being the low-end of the Offer Price range set out in the Prospectus, the total number of H Shares that CLICL would subscribe for would be 113,304,000 representing approximately 0.27% of the Shares in issue immediately following the completion of the Global Offering assuming that the H Share Over-allotment Option is not exercised. Assuming an Offer Price of HK$3.73, being the mid-point of the Offer Price range set out in the Prospectus, the total number of H Shares that CLICL would subscribe for would be 103,887,000, representing approximately 0.25% of the Shares in issue immediately following the completion of the Global Offering assuming that the H Share Over-allotment Option is not exercised. Assuming an Offer Price of HK$4.03, being the high-end of the Offer Price range set out in the Prospectus, the total number of H Shares that CLICL would subscribe for would be 96,153,000 representing approximately 0.23% of the Shares in issue immediately following the completion of the Global Offering assuming that the H Share Over-allotment Option is not exercised. CLICL is a life insurance company established in Beijing, according to the PRC Company Law. CLICL was successfully listed on the New York Stock Exchange and the Stock Exchange in December 2003 and the Shanghai Stock Exchange in January CLICL is one of the largest life insurance companies in China s life insurance market. It is one of the largest institutional investors in China, and through its controlling shareholding in China Life Asset Management Company Limited, CLICL is the largest insurance asset management company in China. CLICL also has a controlling shareholding in China Life Pension Company Limited. CLICL is a leading provider of annuity products and life insurance for both individuals and groups, and a leading provider of accident and health insurance in China. China Life is the controlling shareholder of CLICL. China Life is also a Cornerstone Investor in the Global Offering and has agreed to subscribe for such number of H Shares (rounded down to the nearest whole board lot of 1,000 H Shares) which may be purchased with an aggregate amount of US$100 million at the Offer Price. For more information, please refer to the Prospectus. CLICL is an independent third party, independent of the other Cornerstone Investors (other than China Life), not our connected person, and not an existing shareholder of our Company. The Offer Shares to be subscribed by CLICL will rank pari passu in all respects with the other fully paid H Shares in issue and will be counted towards the public float of our Company. CLICL will not subscribe for any Offer Shares under the Global Offering (other than and pursuant to its cornerstone investment agreement with the Company). Upon the completion of the Global Offering, CLICL will not have any board representation in our Company, nor will CLICL become our substantial shareholder. CLICL does not have any preferential rights compared with other public Shareholders in respect of its cornerstone investment agreement. The Offer Shares to be subscribed for by CLICL will not be affected by any reallocation of the Offer Shares between the International Offering and the Public Offering described in Structure of the Global Offering The Public Offering. CLICL has agreed that, without the prior written consent of the Company and certain Joint Bookrunners or their representatives, it will not, whether directly or indirectly, at any time during the period of six (6) months following the Listing Date, dispose of (as defined in its cornerstone investment agreement with the Company) any legal or beneficial interests in the H Shares subscribed for by it pursuant to its cornerstone investment agreement (or any interest in any company or entity holding any of the H Shares), other than in certain limited circumstances such as transfers to any wholly-owned subsidiary of CLICL, provided that, among other things, such wholly-owned subsidiary undertakes in writing to be, and CLICL undertakes in writing prior to such transfer to procure such subsidiary to be, bound by CLICL s obligations under the investment agreement. 7

8 Including the investment by CLICL described above, the Cornerstone Investors have agreed to subscribe at the Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of 1,000 H Shares) that may be purchased for an aggregate amount of US$1,819 million (the Cornerstone Placing ). Assuming an Offer Price of HK$3.42 (being the low-end of the indicative Offer Price range stated in the Prospectus), the total number of H Shares to be subscribed for by the Cornerstone Investors would be 4,122,681,000, representing approximately (i) 9.72% of the Shares in issue upon the completion of the Global Offering, assuming that the H Share Over-allotment Option is fully exercised; or (ii) 9.95% of the Shares in issue upon completion of the Global Offering, assuming that the H Share Over-allotment Option is not exercised. Assuming an Offer Price of HK$3.73 (being the mid-point of the indicative Offer Price range stated in the Prospectus), the total number of H Shares to be subscribed for by the Cornerstone Investors would be 3,780,039,000, representing approximately (i) 8.91% of the Shares in issue upon the completion of the Global Offering, assuming that the H Share Over-allotment Option is fully exercised; or (ii) 9.13% of the Shares in issue upon completion of the Global Offering, assuming that the H Share Over-allotment Option is not exercised. Assuming an Offer Price of HK$4.03 (being the high-end of the indicative Offer Price range stated in the Prospectus), the total number of H Shares to be subscribed for by the Cornerstone Investors would be 3,498,645,000, representing approximately (i) 8.25% of the Shares in issue upon the completion of the Global Offering, assuming that the H Share Over-allotment Option is fully exercised; or (ii) 8.42% of the Shares in issue upon completion of the Global Offering, assuming that the H Share Over-allotment Option is not exercised. The Directors have considered the materiality of the information in this Supplemental Prospectus and have concluded that such information is not sufficiently material so as to justify extension of the offer period, nor is it likely to affect the decisions of a reasonable prospective investor in making an investment decision in respect of the Shares of the Company. Accordingly, the Public Offer will end at 12:00 noon on Thursday, November 29, Further, the Directors have concluded that the Company should not need to allow prospective investors to withdraw applications already made. Certificates of exemption Section 44A(1) of the Companies Ordinance We have applied to the SFC, and the SFC has agreed to grant, a certificate of exemption from strict compliance with section 44A(1) of the Companies Ordinance in relation to the time of the opening of the application lists. The Certificate of exemption is granted on the grounds that strict compliance with the requirement under Section 44A(1) of the Companies Ordinance would be unnecessary and unduly burdensome as the listing timetable would otherwise be delayed and the Directors are satisfied that the information contained in this Supplemental Prospectus is unlikely to affect the decisions of reasonable prospective investors in subscribing for the Company s H Shares, and hence, an exemption from strict compliance would not prejudice the interests of the investing public. As the Prospectus will be taken to be re-issued on the same date on which this Supplemental Prospectus is to be issued, the time of the opening of the subscription lists would not be permitted to take place before the 3rd day hereafter under Section 44A(1) of the Companies Ordinance. According to the expected timetable set out in the Prospectus, the application lists for the Global Offering will open at 11:45 a.m. on Thursday, November 29, 2012 and will close at 12:00 noon on the same date. Thus strict compliance with the requirements of Section 44A(1) of the Companies Ordinance would result in a delay to our original proposed listing timetable. 8

9 Our Directors consider that the information contained in this Supplemental Prospectus would not affect the substance of the Prospectus which forms the basis of an investor s decision in subscribing for the Company s H Shares and, thus, an extension to the original timetable as stated in the Prospectus would be unnecessary and unduly burdensome. Our Directors are of the view that the investing public would not be prejudiced by the grant of the certificate of exemption given that the Supplemental Prospectus will be readily accessible by the investing public as it will be: (i) (ii) (iii) made available at the website of the Stock Exchange at and our website at from 9:00 a.m. on Wednesday, November 28, 2012; made available from 9:00 a.m. on Wednesday, November 28, 2012 until 12:00 noon on Thursday, November 29, 2012 at any of the places stated in the section headed How To Apply For Offer Shares III. Applying By Using A White Or Yellow Application Form 2. Where to collect the WHITE and YELLOW Application Forms in the Prospectus; and published in the South China Morning Post (in English) and the Economic Times (in Chinese) on Wednesday, November 28, 2012 and Thursday, November 29, Section 342(1) of the Companies Ordinance (except for paragraph 3 of Part 1 of the Third Schedule to the Companies Ordinance) We have applied to the SFC, and the SFC has agreed to grant, a certificate of exemption from the requirements of Section 342(1) of the Companies Ordinance (except for paragraph 3 of Part 1 of the Third Schedule to the Companies Ordinance) under Section 342A(1) of the Companies Ordinance in respect of this Supplemental Prospectus on the grounds that strict compliance with such requirements and the inclusion of the requisite information would be unnecessary and unduly burdensome, as such information is contained in the Prospectus with which this Supplemental Prospectus is to be read. Conditions Further to the above, the SFC has agreed to grant us certificates of exemption from strict compliance with the requirements of Section 44A(1) of the Companies Ordinance, in relation to the timing of the opening of the application lists, and Section 342(1) of the Companies Ordinance (except for paragraph 3 of Part I of the Third Schedule to the Companies Ordinance), in relation to the contents of this Supplemental Prospectus, subject to the conditions that we will: (a) (b) (c) set out the particulars of the certificate of exemption granted in this Supplemental Prospectus; issue this Supplemental Prospectus on or before Wednesday, November 28, 2012; and distribute or make available this Supplemental Prospectus at all locations at which copies of the Prospectus are distributed or made available to the public. Summary of material contract In addition to those disclosed in the Prospectus, we have entered into the following contract (not being contracts entered into in the ordinary course of business) within the two years immediately preceding the date of this Supplemental Prospectus that are or may be material: (a) a cornerstone investment agreement dated November 26, 2012, entered by and among CLICL, CICC HKS, HSBC, CS, Goldman Sachs, Deutsche Bank AG, Branch and the Company, pursuant to which CLICL agreed to subscribe for our H Shares in the amount of the dollar equivalent of US$50,000,000. 9

10 Bilingual prospectus The English language and Chinese language versions of this Supplemental Prospectus are being published separately in reliance upon the exemption provided by Section 4 of the Companies Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of ). On behalf of the Board The People s Insurance Company (Group) of China Limited WU Yan Chairman, November 28, 2012 The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this Supplemental Prospectus, including particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company, and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, (i) the information contained in this Supplemental Prospectus is accurate and complete in all material respects and not misleading or deceptive; (ii) there are no other facts the omission of which would make any statement in this Supplemental Prospectus misleading and (iii) all opinions expressed in this Supplemental Prospectus have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable. As at the date of this Supplemental Prospectus, the Executive Directors of the Company are WU Yan, WANG Yincheng and LI Liangwen; the Non- Executive Directors are CAO Guangsheng, LIU Yeqiao, QI Shaojun and ZHANG Hanlin; and the Independent Non-Executive Directors are XIANG Huaicheng, LAU Hon Chuen, DU Jian, CAI Weiguo and XU Dingbo. 10