CHINA ZHESHANG BANK CO., LTD.

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. CHINA ZHESHANG BANK CO., LTD. * (A joint-stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 2016) PROPOSED INITIAL PUBLIC OFFERING OF A SHARES PROPOSED H SHARE APPRECIATION RIGHTS SCHEME PROPOSED ISSUANCE OF RMB-DENOMINATED FINANCIAL BONDS I. Plan for the A Share Offering After the successful listing of the H Shares, the Bank proposes to apply for an initial public offering and listing of the A Shares in order to better meet the requirements on capital regulation, develop domestic and international financing platforms, realize the circulation of the Shares held by all Shareholders, optimize the corporate governance structure and enhance the domestic brand influence of the Bank. Under the requirements of the relevant laws, regulations and regulatory documents, such as the Company Law of the PRC, the Securities Law of the PRC, and the Measures for the Administration of Initial Public Offerings and Listing of Shares and the Opinions on Further Promoting the IPO System Reform (CSRC Announcement [2013] No. 42) issued by the CSRC, the Bank has set out the following plan which has been approved by the Board and will be submitted as special resolutions at the general meeting and the Class Meetings for the consideration and approval by the Shareholders: (a) Class of shares RMB ordinary shares (A Shares) (b) Nominal value per share RMB1.00 (c) Proposed stock exchange for the listing Shanghai Stock Exchange (d) Offering size The number of A Shares to be issued will be not more than 4,490,000,000 Shares, representing 31.70% and 25.00% of the Domestic Shares in issue and the total issued share capital of the Bank as at the date of this announcement, respectively. The actual total offering size will be determined based on capital requirements of the Bank, communications with the regulatory authorities and the prevailing market conditions at the time of the offering. 1

2 (e) Target subscribers Target subscribers will be qualified natural persons and institutional investors (excluding those in respect of which subscription has been prohibited under the PRC laws and regulations). If any of the above target subscribers of the A Share Offering is a connected person of the Bank, the Bank will take all reasonable measures to comply with the relevant listing rule requirements of the places at which the Shares are listed. (f) Strategic placing The Bank may carry out strategic placing at the time of the A Share Offering, as required, to investors who satisfy the requirements under applicable laws and regulations and the development strategy of the Bank. The specific placing ratio will be determined according to the requirements of laws and regulations and subject to market conditions at the time of such placing. (g) Method of offering The offering will be conducted through a combination of placing to target subscribers at a price to be determined between the Bank and the subscribers on an offline basis and an offering to qualified public investors online at a fixed price, or through any other methods of offering as authorized by the CSRC. (h) Pricing methodology Taking into full account the interests of the existing Shareholders as a whole, and the conditions in the capital market and the Bank at the time of the A Share Offering, the issue price of the A Shares will be fixed through making enquiries with offline investors or fixed directly through negotiations between the lead underwriter(s) and the Bank, or by any other legal and practicable methods. (i) Form of underwriting The offering will be underwritten by an underwriting syndicate led by lead underwriter(s) on a standby commitment basis. (j) Conversion into a joint stock company with limited liability with domestic and overseas listed shares According to the plan for the A Share Offering and taking into account that H Shares have been issued in the H Share market, the Bank will make an application to convert into a joint stock company with limited liability with domestic and overseas listed shares. (k) Term of the offering plan The offering plan shall be valid for 12 months from the date of approval by special resolution at the general meeting and the Class Meetings. The above proposed A Share Offering is subject to consideration and approval by special resolution at the general meeting and the Class Meetings, and necessary approval by the CBRC, the CSRC and other relevant regulatory authorities. 2

3 II. Other Resolutions Relating to the A Share Offering The Board also passed other relevant resolutions in connection with the A Share Offering at the Board Meeting, including, among other things, (1) authorization granted to the Board to deal with matters relating to the A Share Offering, (2) use of proceeds from the A Share Offering, (3) accumulated profit distribution plan before the A Share Offering, (4) proposed amendments to the Articles of Association, (5) three-year dividend plan after the A Share Offering, (6) price stabilization plan of A Shares of the Bank within three years after the A Share Offering, (7) undertakings on the disclosure of information in the prospectus published in connection with the A Share Offering, (8) dilution of current returns as a result of the initial public offering of A Shares and remedial measures, (9) mid-term capital management plan, (10) authorization granted to the Board s authorized person(s) to deal with matters relating to the A Share Offering. The above resolutions 1 to 8 shall be submitted to the general meeting for consideration and approval in accordance with the Articles of Association, among other things, items 1 to 4 shall be passed as special resolutions and items 5 to 8 shall be passed as ordinary resolutions, and items 1 to 3 and 5 to 8 shall also be submitted to the Class Meetings for consideration and approval as special resolutions. (1) Authorization granted to the Board to deal with matters relating to the A Share Offering For the purposes of the A Share Offering, a resolution will be proposed by the Board at the general meeting to authorize the Board (and the Board may further authorize the Board s authorized person(s)) at its own discretionary and within the framework of this A Share Offering as approved at the general meeting and the valid authorized period, to deal with the matters in connection with the A Share Offering. the Class Meetings. The valid period of the authorization is the same as that of the plan for the A Share Offering. (2) Use of proceeds from the A Share Offering The Bank has also prepared the Feasibility Analysis Report on the Use of Proceeds from the initial public offering and listing of A Shares. All of the proceeds from the A Share Offering (after deduction of listing expenses) will be used to replenish the Core Tier I capital of the Bank to enhance its capital adequacy ratio. the Class Meetings. (3) Accumulated profit distribution plan before the A Share Offering The undistributed profits of the Bank accumulated prior to the date of the A Share Offering and listing will be shared by all the Shareholders upon completion of the A Share Offering in proportion to their respective shareholdings. the Class Meetings. 3

4 (4) Amendments to the Article of Association The Bank intends to make certain amendments to the Articles of Association based on the existing Articles of Association, taking into account the A Share Offering plan and market practices, in accordance with the requirements of the relevant laws, regulations and regulatory documents such as the Securities Law of the PRC, the Guidance for the Articles of Association of Listed Companies (CSRC Announcement [2016] No. 23), the Guideline No. 3 on the Supervision and Administration of Listed Companies Distribution of Cash Dividends of Listed Companies, and the Notice of the China Securities Regulatory Commission on Further Implementing Matters Relevant to the Cash Dividend Distribution by Listed Companies to meet the regulatory requirements. The above resolution is subject to consideration and approval at the general meeting, and shall be submitted to the CBRC for approval. It shall take effect on the date of listing of the A shares of this public offering on the stock exchange. (5) Three-year dividend plan after the A Share Offering In order to further strengthen the awareness of rewarding Shareholders, improve the profit distribution system and offer continuous, stable and reasonable investment returns to Shareholders, the Bank has formulated the Three-year Dividend Plan after the Initial Public Offering and Listing of A Shares of China Zheshang Bank Co., Ltd. based on the requirements of the Company Law of the PRC, the Securities Law of the PRC, the Notice of the China Securities Regulatory Commission on Further Implementing Matters Relevant to the Cash Dividend Distribution by Listed Companies and the Guideline No. 3 on the Supervision and Administration of Listed Companies Distribution of Cash Dividends of Listed Companies, as well as the Articles of Association, and taking into full account its actual operations and the needs of future development. The Board has approved the Three-year Dividend Plan after the Initial Public Offering and Listing of A Shares of China Zheshang Bank Co., Ltd., and will also propose at the general meeting that the Board be authorized, and the Board may further authorize the Board s authorized person(s), to adjust the Three-year Dividend Plan after the Initial Public Offering and Listing of A Shares of China Zheshang Bank Co., Ltd. based on any changes in laws, regulations, regulatory documents and related policies or the opinions of the regulatory authorities in, and out of, China. the Class Meetings. (6) Price stabilization plan of A Shares within three years after the A Share Offering Pursuant to the requirements of laws, administrative rules and regulations, departmental rules and regulations and regulatory documents, such as the Company Law of the PRC, the Securities Law of the PRC, and the Opinions on Further Promoting the IPO System Reform issued by the CSRC (CSRC Announcement [2013] No. 42), the Bank has formulated the Price Stabilization Plan of A Shares within Three Years after the Initial Public Offering and Listing of A Shares of China Zheshang Bank Co., Ltd., in order to enhance the fiduciary duties of Shareholders and management of the Bank and protect the interests of minority Shareholders. Under this plan, the Bank undertakes that if, within three years after the A Share Offering, the daily closing prices of the A Shares of the Bank for 20 consecutive trading days are lower than its latest audited net assets 4

5 value per Share (if, after the date of the audit for the latest period, the net assets or the total number of Shares of the Bank have changed due to profits distribution, conversion of capital reserve into share capital, additional offering, and placing of shares, etc., the net asset per Share shall be adjusted accordingly), the Bank will execute the Price Stabilization Plan of A Shares within Three Years after the Initial Public Offering and Listing of A Shares of China Zheshang Bank Co., Ltd.. It will also be proposed at the general meeting that the Board be authorized, and the Board may further authorize the Board s authorized person(s), to adjust the plan and undertakings based on any changes in laws, regulations, regulatory documents and related policies or the opinions of the regulatory authorities in, and out of, China, and execute and submit documents relating to such plan and undertakings to the regulatory authorities, and make public disclosures, such as the publication of relevant circulars and announcements, and issue the Shareholders communication documents in accordance with the securities listing rules of the places where the Shares of the Bank are listed. the Class Meetings. (7) Undertakings on the disclosure of information in the prospectus published in connection with the A Share Offering Under the requirements of the Opinions on Further Promoting the IPO System Reform (CSRC Announcement [2013] No. 42) issued by the CSRC and other relevant laws and regulations that require the issuer to make undertakings publicly in its public offering and listing documents, the Bank will undertake in its public offering and listing documents that the prospectus or its summary do not contain any false representation, misleading statement or material omission, and jointly and severally accept legal responsibility for the truthfulness, accuracy and completeness of the prospectus and its summary. At the same time, the Bank will make the following undertakings in its public offering and listing documents: the Bank shall, within five trading days after the competent department such as the CSRC or a people s court has made a final determination thereon or a ruling thereon has become effective, initiate the procedures for share repurchase to repurchase all the A Shares of the Bank under the public offering for any false representation, misleading statement or material omission contained in the prospectus of the Bank which would have a material and substantial effect on the the judgment of ability of the Bank to satisfy the conditions of offering under law. Details of the share repurchase scheme will be subject to consideration of the Board and the general meeting and the internal and external review and approval of the Bank under applicable laws, regulations, regulatory documents and the Articles of Association. The repurchase price shall not be lower than the issue price thereof plus interest on such shares for such periods from issue to such repurchase at the prevailing bank demand deposit interest rate. In case of any ex-rights or ex-dividend activities such as profit distribution, bonus shares, conversion of reserves to share capital after the offering and listing, such repurchase shall cover all the A Shares and their derivative shares under the public offering, and the above share issue price shall be adjusted for such ex-rights and ex-dividends activities. The Bank will also make the following undertakings in its public offering and listing documents: the Bank will compensate the investors fully and promptly for any losses in securities trading suffered by them due to any false representation, misleading statement or material omission in the prospectus of the Bank in accordance with law based on the 5

6 final determination or the effective ruling made by a competent authority such as the CSRC or a people s court. The Bank shall be liable in accordance with relevant laws, regulations, regulatory documents and the requirements of the regulatory authorities if it fails to observe the above undertakings. Should the relevant laws, regulations and regulatory documents (including the listing rules of the places where the Shares of the Bank are listed) have other requirements in respect of the Bank s performance of the above undertakings, the Bank shall comply with such other requirements. It will also be proposed at the general meeting that the Board be authorized, and the Board may further authorize the Board s authorized person(s), to adjust the above undertaking based on any changes in laws, regulations, regulatory documents and related policies or the opinions of the regulatory authorities in, and out of, China. the Class Meetings. (8) Dilution of current returns as a result of the initial public offering of A Shares and remedial measures Pursuant to the Opinions of the General Office of the State Council on Further Strengthening the Protection of Lawful Rights and Interests of Medium and Small Investors in the Capital Markets (Guo Ban Fa [2013] No. 110) and the Guiding Opinions on Matters Relating to the Dilution of Current Returns in Initial Public Offering, Refinancing and Major Assets Restructuring (CSRC Announcement [2015] No. 31), the Bank has conducted relevant analysis on the effect of the A Share Offering on dilution of current returns. the Class Meetings. (9) Mid-term Capital Management Plan In order to better comply with the requirements of the Administrative Measures for the Capital of Commercial Banks (Provisional) and other regulatory requirements, strengthen capital constraint, promote the sustainable and healthy development of the Bank and achieve the goal of maximizing the shareholder s value, pursuant to the Administrative Measures for the Capital of Commercial Banks (Provisional) promulgated by the CBRC and other regulatory documents and in consideration of the future development strategy and business planning of the Bank, the Board has approved the Mid-term Capital Management Plan of China Zheshang Bank Co., Ltd. ( ). (10) Authorization granted to the Board s authorized person(s) to deal with matters relating to the A Share Offering For the purposes of the A Share Offering, subject to the approval of authorization granted to the Board to deal with matters relating to the A Share Offering at the general meeting and the Class Meetings, the Board has resolved to authorize the chairman, the president and the secretary to the Board to individually or jointly determine and deal with the matters in connection with the A Share Offering. The valid period of the above resolution is the same as that of the plan for the A Share Offering. 6

7 III. REASONS FOR THE A SHARE OFFERING The Directors consider that the A Share Offering will further optimize the corporate governance structure of the Bank, develop domestic and international financing platforms and realize the circulation of all Shares held by the Shareholders. The Directors consider that the A Share Offering is in the interests of the Bank and the Shareholders as a whole. IV. Impact of the A Share Offering on the Shareholding Structure of the Bank Assuming that a total of 4,490,000,000 A Shares will be issued under the A Share Offering and there are no changes to the share capital of the Bank prior to the completion of the A Share Offering, the shareholding structure of the Bank as at the date of this announcement and immediately after the completion of the A Share Offering is set out as follows: As at the date of this announcement Number of shares Approximate percentage of the Bank s issued share capital Immediately after completion of the A Share Offering Approximate percentage of the Bank s Number of issued share shares capital Domestic Shares Domestic Shares in issue 14,164,696, % 14,164,696, % A Shares to be issued under the A Share offering 4,490,000, % H Shares 3,795,000, % 3,795,000, % Total 17,959,696, % 22,449,696, % As at the date of this announcement, based on publicly available information and to the knowledge of the Directors, the percentage of public float of the Bank satisfies the requirements on the minimum public float of the Hong Kong Stock Exchange applied to the Bank. The Bank will continue to comply with the requirements on the minimum public float of the Hong Kong Stock Exchange applied to the Bank in the process of applying for A Share Offering and upon the completion of the A Share Offering. V. The H Share Appreciation rights scheme The Board has considered and approved the proposed adoption of the H Share appreciation rights scheme (the Scheme ) for the core backbone staff of the Bank and its subsidiaries. This Scheme will be submitted for the consideration and approval at the general meeting by way of a special resolution. 7

8 The summary of the major terms of the Scheme is set out as follow: (1) Effective date The date on which the Scheme is approved by the Shareholders at the general meeting. (2) Duration 10 years from the date of the approval at the general meeting. On expiry of the Scheme, the Bank will no longer grant to the incentive recipients any share appreciation rights under the Scheme and those rights already granted to him/her shall remain exercisable pursuant to the terms of the Scheme. (3) Incentive recipients The core backbone staff who play an important role in the overall performance and middle and long term development of the Bank, including the executive directors, nonexternal supervisors, senior management, middle-level cadre and backbone staff of the Bank and the senior management of the Bank s subsidiaries. It is preliminarily proposed that the percentage of the incentive recipients of each term shall be within 10% of the aggregate number of the staff as at the end of the previous year. The specific recipient list and the amount of allocation shall be determined in the annual equity incentive implementation plan taking into account of the level of the staff and the importance of their positions. (4) The number of the H Share appreciation rights to be granted The total number of H Share appreciation rights to be granted shall not exceed 10% of the total share capital of the Bank. From 2017 to 2026, the number of H Share appreciation rights to be granted shall be 1% of the total share capital of the Bank as at the end of the previous year. (5) Offer price The offer price shall not be lower than the closing price on the grant date or the average closing price of the five trading days prior to the grant date. (6) Arrangement for exercise of the share appreciation rights (i) Each batch of share appreciation rights will be valid for 10 years from the date of grant. (ii) Each batch of share appreciation rights will be subject to a lock-up period of 2 years from the date of grant, during which the rights are not exercisable. (iii) The exercise period of the share appreciation rights shall be within 8 years after the expiry of the lock-up period. For the first 4 years of the exercise period, 25% of the total share appreciation rights granted in such batch will become exercisable for each year, and the share appreciation rights are exercisable from the date on which it becomes exercisable up to the date of expiry. The incentive recipients may exercise their exercisable share appreciation rights in one or more batches. 8

9 (iv) The income of each of the share appreciation rights shall be the difference between the market price and the offer price. The market price will be determined according to the average of closing prices of certain period before the signing date of the application for exercise of the share appreciation rights by the rights holders. (7) Performance assessment For the H Share appreciation rights granted to the senior management, the corresponding performance assessment indicators shall be provided in the incentive plan. Details shall be coordinated with the measures for assessment and distribution of the remuneration of the senior management and considered and approved by the Board. (8) Method of adjusting the share appreciation rights (i) If the Bank has undergone events such as share conversion from capital reserve, payment of bonus shares, share subdivision or share reduction before the exercise of the share appreciation rights, the number of the share appreciation rights shall be adjusted accordingly; (ii) If the Bank has undergone events such as payment of dividends, share conversion from capital reserve, payment of bonus shares, share subdivision or share reduction before the exercise of the share appreciation rights, the offer price shall be adjusted accordingly. (9) Disposition of the Scheme on the occurrence of major events of the incentive recipients (i) If there is any change of the position of the incentive recipient but he/she nevertheless remains as an executive director, senior management or employee of the Bank, or he/she is designated to any position of a subsidiary of the Bank, the granted share appreciation rights shall remain unchanged. However, if the change of staff level or position is due to the incentive recipient being not competent to his/her current position, failing to pass the evaluation, violation of laws and/or business ethics, leakage of secrets of the Bank, default or malpractice which has significantly damaged the Bank s interests or reputation, the incentive recipient s outstanding share appreciation rights may be cancelled upon the approval of the Board. In the event that the incentive recipient becomes an independent director of the Bank or any other person who is not allowed to hold any shares or share appreciation rights of the Bank, his/her outstanding share appreciation rights shall then be cancelled; (ii) If the incentive recipient is dismissed by the Bank due to his/her violation of laws and/or business ethics, leakage of secrets of the Bank, default or malpractice which has significantly damaged the Bank s interests or reputation, his/her outstanding share appreciation rights shall be cancelled from the date of termination of service; 9

10 (iii) If the incentive recipient is injured due to performance of his/her duties which results in the loss of his/her ability to work, the share appreciation rights granted to him/her shall remain exercisable in accordance with rules; (iv) If the incentive recipient terminates his/her service for the Bank by resignation, his/her outstanding share appreciation rights shall be cancelled from the date of termination of service; (v) If the incentive recipient terminates his/her service for the Bank due to retirement when he/she reaches the age of retirement in accordance with the regulations of the PRC and the Bank, the share appreciation rights granted to him/her will remain exercisable in accordance with rules. (10) Administrative authorities The Bank s general meeting is the highest decision-making authority in respect of the Scheme. The Board is the management authority of the Scheme, and shall, after obtaining the authorization granted at the general meeting, exercise the relevant rights granted by the Bank s general meeting. The Nomination and Remuneration Committee is the daily management authority of the Scheme subordinated under the Board, which is in charge of the daily management of the Scheme. Reasons for adopting the Scheme The Board is of the view that the Scheme will be able to: (1) incentivize and provide more competitive remuneration for the core backbone staff of the Bank; (2) attract and retain outstanding key talents so as to improve the competitiveness of the Bank s human resources; and (3) promote the stable and continuous development of the business, results and strategic direction of the Bank. The Board considers that the proposed terms and conditions of the Scheme are fair and reasonable and in the best interests of the Bank and Shareholders as a whole. The above resolution shall be submitted for the consideration and approval at the general meeting by way of a special resolution. VI. Proposed Issuance of RMB-denominated Financial Bonds The Board announces that it has resolved to approve the proposed issue of RMB-denominated financial bonds, subject to obtaining the approval of the CBRC and relevant regulatory authorities. 1. Details of the proposed issue of RMB-denominated financial bonds are as follows: (1) Issue size No more than RMB50 billion. 10

11 (2) The type of financial bonds and use of proceeds Including but not limited to: (i) Ordinary financial bonds which will be used to optimize the debt structure; (ii) Small-micro enterprises special financial bonds which will be used to grant small-micro enterprises loans; (iii) Green financial bonds which will be used in the green industrial projects and the proceeds of which can be invested by the issuer in green bonds issued by non-financial enterprises and money market instruments with good credit rating and market liquidity when the proceeds are in idle. (3) Term of validity of the resolution The resolution will be valid from the date of approval of issue of RMBdenominated financial bonds by the Board to 30 June Authorization matters in relation to the proposed issuance of the financial bonds The Board has resolved to authorize the management to determine other terms and specific scheme of the above financial bonds in accordance with the specific situation and the approval requirements of the regulatory authorities. The scope of the authorization includes, among other matters, the following: determining the specific issue time, issue tranche, issue size, issue type, term of the issue and the pricing method of interest rate, etc., signing the relevant documents and dealing with the filing and seeking approval affairs from regulatory authorities and all the issue-related matters and relevant follow-up matters for the duration of financial bonds. The proposed issue of the financial bonds is still subject to the approval of the CBRC and relevant regulatory authorities. VII. Shareholders Approval The circular(s) containing, among other things, details of the proposed A Share Offering, other relevant resolutions and the H Share Appreciation Rights Scheme, together with the notice(s) of the relevant meeting(s), will be dispatched to Shareholders in accordance with the Listing Rules and the Articles of Association in due course. The A Share Offering may or may not proceed to completion. Shareholders and potential investors are advised to exercise caution in dealing in the H Shares. Further details on the A Share Offering will be disclosed by the Bank in due course. 11

12 VIII. Definitions In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings: A Share(s) ordinary share(s) proposed to be issued by the Bank pursuant to the A Share Offering and subscribed for in RMB A Share Offering the Bank s proposed initial public offering of not more than 4,490,000,000 A Shares, which will be listed on the Shanghai Stock Exchange Class Meetings Articles of Association Bank Board Board Meeting CBRC CSRC Director(s) Domestic Shares the class meetings to be held for holders of H Shares and the class meeting for holders of Domestic Shares of the Bank the articles of association of the Bank, as amended from time to time China Zheshang Bank Co., Ltd. ( ), a joint stock company established in the PRC, and the H Shares of which are listed on the main board of Hong Kong Stock Exchange the board of directors of the Bank the meeting of the Board held on 10 March 2017 to approve, among other things, the resolution relating to the A Share Offering China Banking Regulatory Commission China Securities Regulatory Commission director(s) of the Bank ordinary shares issued by the Bank in the PRC with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in RMB H Shares overseas-listed shares in the share capital of the Bank, which are listed on the main board of Hong Kong Stock Exchange with a nominal value of RMB1.00 each Hong Kong Hong Kong Stock Exchange Listing Rules the Hong Kong Special Administrative Region of the PRC The Stock Exchange of Hong Kong Limited the Rules Governing the Listing of Securities on Hong Kong Stock Exchange 12

13 PRC or China RMB Shares Shareholder(s) the People s Republic of China, for the purposes of this announcement, excluding Hong Kong, Macau Special Administrative Region and Taiwan Renminbi, the lawful currency of the PRC Domestic Shares and H Shares of the Bank holder(s) of Shares of the Bank By order of the Board China Zheshang Bank Co., Ltd. Shen Renkang Chairman Hangzhou, the PRC 10 March 2017 As at the date of this announcement, the executive directors of the Bank are Mr. Shen Renkang, Mr. Liu Xiaochun, Ms. Zhang Luyun and Mr. Xu Renyan; the non-executive directors are Mr. Wang Mingde, Ms. Wang Yibing, Ms. Shen Xiaojun, Ms. Gao Qinhong, Mr. Hu Tiangao, Ms. Lou Ting and Mr. Zhu Weiming; the independent non-executive directors are Mr. Jin Xuejun, Mr. Tong Benli, Mr. Yuan Fang, Mr. Dai Deming, Mr. Liu Pak Wai and Mr. Zheng Jindu. * China Zheshang Bank Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking and/or deposit-taking business in Hong Kong. 13