CHINA MERCHANTS BANK CO., LTD. 
By 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.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 03968) ANNOUNCEMENT ON 2013 A SHARE RIGHTS ISSUE CHANGES IN SHAREHOLDING AND LISTING OF A RIGHTS SHARESThis announcement is made by China Merchants Bank Co., Ltd. (the "Company" or "China Merchants Bank") pursuant to the requirements of Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
I. IMPORTANT NOTICE
Any opinion expressed by the Shanghai Stock Exchange or other government authorities in respect of the listing of the shares of the Company and other relevant issues does not represent any warranty in respect of the Company.
The Company and the joint sponsors hereby remind investors to refer to the full text of the A Share Rights Issue Prospectus of the Company and the relevant related documents, which were published on the websites of the Shanghai Stock Exchange (http://www.sse.com.cn) and The Stock Exchange of Hong Kong Limited (http://www.hkex.com.hk), for any content not covered in this announcement.
Pursuant to the relevant requirements of the Securities Law of the People's Republic of China, each of China Merchants Steam Navigation Co., Ltd. and China Ocean Shipping (Group) Company, being shareholders who hold 5% or more interests in the Company, undertakes that, within 6 months from the listing date of the newly issued shares under this Rights Issue, it will not dispose of any shares held in the Company, failing which any gain arising from such disposal will be retained for the benefit of the Company. Pursuant to the requirement of Section 47 of the Securities Law of the People's Republic of China, each of the Directors, supervisors and senior management of the Company involved in this Rights Issue undertakes that any gain arising from disposal of shares held by him/her within 6 months after this listing of rights shares will be retained for the benefit of the Company. In respect of any change in the shares of the Company held by the Directors, supervisors and senior management, the Company shall comply with the Rules on the Management of Shares Held by Directors, Supervisors and Senior Management of Listed Companies and the Changes Thereof.
All monetary sums stated in this announcement are expressed in Renminbi.
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This listing announcement is prepared in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures on the Issuance of Stocks by Listed Companies and the Rules Governing the Listing of Securities on the Shanghai Stock Exchange and other relevant laws and regulations.
This Rights Issue has been approved by the China Securities Regulatory Commission under the document (Zheng Jian Xu Ke [2013] No. 950).
As approved by the Shanghai Stock Exchange, the RMB-denominated ordinary shares totaling
2,962,813,544 shares under this A Share Rights Issue of the Company will be listed for circulation on 11 September 2013. Investors should note that the A shares under this Rights Issue will be credited to the accounts of the investors before listing and circulation.
Information on the listing of the rights shares under this A Share Rights Issue are set out below:
1. Place of listing: Shanghai Stock Exchange
2. Listing date of the new shares: 11 September 2013
3. Stock short name: China Merchants Bank
4. Stock code: 600036
5. Total A share capital upon completion of this Rights Issue: 20,628,944,429 shares
6. The number of new A shares under this A Share Rights Issue is 2,962,813,544 shares, all of which are not subject to any trading restriction
7. Circulation restrictions and lock-up period for the shares held by shareholders prior to this issue: All shares of the Company are circulating shares prior to this issue and are not subject to any circulation restriction
8. Share registrar: China Securities Depository and Clearing Corporation Limited
(Shanghai Branch)
9. Listing sponsors: China International Capital Corporation Limited and Goldman Sachs
Gao Hua Securities Co., Ltd.
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Company name :
Stock code(s) : 600036.SH, 03968.HK
Company name in English : CHINA MERCHANTS BANK CO., LTD. Legal representative : Fu Yuning
Secretary to the board
of directors :
Xu Shiqing (his qualification is subject to approval by the
China banking regulatory authorities)
Registered address : No. 7088 Shennan Boulevard, Futian District, Shenzhen, Guangdong Province
Office address : No. 7088 Shennan Boulevard, Futian District, Shenzhen, Guangdong Province
Postal code : 518040
Telephone : 0755-83198888
Facsimile : 0755-83195109
Company website : www.cmbchina.com
Scope of operation: taking deposits from the public; granting short, medium and long- term loans; handling settlements; handling bills discounting; issuing financial bonds; acting as agent for issuing, honouring and underwriting government bonds; trading government bonds; engaging in inter-bank lending and borrowing; providing letters of credit and guarantees services; acting as an agent on collection and payment and sale of insurance policies; providing safe deposit box services; taking foreign currency deposits; granting foreign currency loans; providing foreign currency remittances services; providing foreign exchange services; providing international settlements services; providing service on settlement and sale of foreign exchange; engaging in foreign currency placements; providing foreign currency bills acceptances and discounting services; foreign currency borrowings;foreign currency guarantee;issuing and acting as agent for issuing foreign currency securities except stocks; trading and acting as agent for trading foreign currency securities except stocks; engaging in proprietary trading and trading on behalf of customers in foreign exchange; providing credit investigations, advisory and attestation services; engaging in offshore banking business; and other businesses approved by the People's Bank of China.
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As of 5 September 2013, the shareholdings of the Directors, supervisors and senior management of the Company were as follows:
Name Capacity Number of shares held prior to this Rights Issue (27 August 2013) Number of shares held after this Rights Issue (5 September 2013)
Fu Yuning Chairman, Non-executive Director 0 0
Wei Jiafu Vice Chairman, Non-executive Director 0 0
Zhang Guanghua Vice Chairman, Executive Director 0 0
Tian Huiyu(1) Executive Director, President 0 0
Li Yinquan Non-executive Director 0 0
Fu Gangfeng Non-executive Director 0 0
Sun Yueying Non-executive Director 0 0
Wang Daxiong Non-executive Director 0 0
Fu Junyuan Non-executive Director 0 0
Hong Xiaoyuan Non-executive Director 0 0
Xiong Xianliang Non-executive Director 0 0
Li Hao Executive Director, Senior Executive Vice 0 0
President and Chief Financial Officer
Xu Shanda(2) Independent Non-executive Director 0 0
Wong Kwai Lam Independent Non-executive Director 0 0
Shan Weijian(2) Independent Non-executive Director 0 0
Pan Chengwei Independent Non-executive Director 0 0
Pan Yingli Independent Non-executive Director 0 0
Guo Xuemeng Independent Non-executive Director 0 0
Han Mingzhi Chairman of Board of Supervisors 0 0
Zhu Genlin Shareholder Supervisor 0 0
An Luming Shareholder Supervisor 0 0
Liu Zhengxi Shareholder Supervisor 0 0
Peng Zhijian External Supervisor 20,000 23,480
Pan Ji External Supervisor 0 0
Shi Rongyao External Supervisor 0 0
Yu Yong Employee Supervisor 0 0
Guan Qizhi Employee Supervisor 0 0
Tang Zhihong Executive Vice President 0 0
Yin Fenglan Executive Vice President 0 0
Ding Wei Executive Vice President 0 0
Zhu Qi Executive Vice President 0 0
Tang Xiaoqing Executive Vice President 0 0
Wang Qingbin Executive Vice President 0 0
Xu Shiqing(3) Secretary of Board of Directors 0 0
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(1) Mr. Tian Huiyu's qualification for serving as the President is subject to approval by the China banking regulatory authorities.
(2) Mr. Xu Shanda and Mr. Shan Weijian's qualification for serving as a director is subject to approval by the China Banking Regulatory authorities. In accordance with regulatory requirements, Mr. Yi Xiqun and Ms. Yan Lan, being independent non-executive directors of the 8th Session of the Board of Directors, shall continue to discharge their duties as an independent director before Mr. Xu Shanda and Mr. Shan Weijian's qualification for serving as a director is approved. The number of shares held by Mr. Yi Xiqun and Ms. Yan Lan before and after this Rights Issue is Nil.
(3) Mr. Xu Shiqing's qualification for serving as the Secretary of Board of Directors is subject to approval by the China banking regulatory authorities.
(3) Particulars of controlling shareholder(s) and effective controller(s) of the issuer
There is no controlling shareholder or effective controller of the Company.
The single largest shareholder of the Company is China Merchants Steam Navigation Company Limited, a company established on 11 October 1948. Its legal representative is Mr. Fu Yuning and its registered capital was RMB2.2 billion as at 31 December 2012. The company is principally engaged in passenger and cargo shipping businesses; dockyard, warehouse and vehicle transportation; sale, purchase and supply of various transportation equipment, spare parts and materials; ship and passenger/goods shipping agency, international maritime cargo; as well as investment and management of transportation-related financial businesses including banking, securities and insurance .
China Merchants Group Ltd. directly holds 100% equity interest in China Merchants Steam Navigation Company Ltd. and is the parent company of the Company's largest shareholder. Its legal representative is Mr. Fu Yuning. China Merchants Group Ltd. is a state-owned backbone enterprise under the direct control of the SASAC. Being a conglomerate, the scope of operation of the company includes transportation infrastructure, industrial zone development, port, finance, property and logistics businesses, etc. Based on the audit results of ShineWing CPA China certified public accountants (Special General Partnership)'as at
31 December 2012, the total assets and equity attributable to owners of the parent company of China Merchants Group Ltd. were RMB391.810 billion and RMB116.688 billion, respectively. In 2012, the company recorded an operating income of RMB64.691 billion and a net profit attributable to owners of the parent company of RMB14.726 billion.
As at 27 August 2013, China Merchants Group Ltd., through its subsidiaries, indirectly held an aggregate of 18.71% shares of the Company, which were not subject to any pledge or judicial frozen conditions.
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The change in the shareholding of the Company before and after the A Share Rights Issue was set out as follows:
Before the Rights Issue Increase as After the Rights Issue Class of shares Number of shares Percentage a result of this Rights Issue Number of shares Percentage
I. Circulating shares which are subject to trading moratorium
(1) State-owned shares 0 0 0 0 0 (2) Shares held by state-owned
legal person 0 0 0 0 0
Total of circulating shares which are subject to trading
moratorium 0 0 0 0 0
II. Circulating shares which are not
subject to trading moratorium
A shares | 17,666,130,885 | 100.00% | 2,962,813,544 | 20,628,944,429 | 100.00% |
Total of circulating shares which | |||||
are not subject to trading | |||||
moratorium | 17,666,130,885 | 100.00% | 2,962,813,544 | 20,628,944,429 | 100.00% |
III. Total number of A shares | 17,666,130,885 | 100.00% | 2,962,813,544 | 20,628,944,429 | 100.00% |
IV. Total share capital | 21,576,608,885 | 100.00% | 2,962,813,544 | 24,539,422,429 | 100.00% |
A shares (the RMB denominated ordinary shares) | 17,666,130,885 | 81.88% | 2,962,813,544 | 20,628,944,429 | 84.06% |
H shares (the overseas-listed | |||||
foreign-invested shares) | 3,910,478,000 | 18.12% | 0 | 3,910,478,000 | 15.94% |
Note: The shares under this Rights Issue are placed to holders of A shares and holders of H shares on the basis of 1.74 rights shares for every 10 existing shares held. The number of shares available for subscription under this H Share Rights Issue is 680,423,172 shares and the H Share Rights Issue will be fully underwritten. The H Share Rights Issue is expected complete in October 2013.
As of 5 September 2013, the shareholdings of the top ten holders of A shares of the Company and its percentage to total A share capital after the A Share Rights Issue were as follows:
Name of shareholder | Number of shares | Percentage to total A share capital | |
1 | China Merchants Stream Navigation Company Ltd.(1) | 3,162,424,323 | 15.33% |
2 | China Ocean Shipping (Group) Company | 1,574,729,111 | 7.63% |
3 | Sino Life Insurance Co., Ltd. - Universal Insurance H | 1,004,787,535 | 4.87% |
4 | Shenzhen Yan Qing Investment and Development Company Ltd.(1) | 747,589,686 | 3.62% |
5 | Guangzhou Maritime Transport (Group) Ltd. | 741,131,917 | 3.59% |
6 | An-Bang Insurance Group Co., Ltd - Conventional Insurance Products | 698,515,282 | 3.39% |
7 | Shenzhen Chu Yuan Investment and Development Company Ltd.(1) | 653,135,659 | 3.17% |
8 | China Communications Construction Company Ltd. | 450,164,945 | 2.18% |
9 | Shanghai Automotive Industry Corporation | 432,125,895 | 2.09% |
10 | CNOOC Investment Co., Ltd. | 332,541,831 | 1.61% |
(1) Of the aforesaid top 10 shareholders, China Merchants Steam Navigation Company Ltd., Shenzhen Yan Qing Investment and Development Company Ltd. and Shenzhen Chu Yuan Investment and Development Company Ltd. are subsidiaries of China Merchants Group Limited. The Company is not aware of any co-relationship of other shareholders.
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IV. INFORMATION OF THE A SHARE RIGHTS ISSUE
(1) Number of shares issued: 2,962,813,544 shares. (2) Issue price: RMB9.29 per A Share.
(3) Forms of issue: Online pricing.
(4) Total proceeds raised and verification of capital in place by the registered accountant: Total proceeds raised under this issue was RMB27,524,537,823.76 (before deducting issue expenses). KPMG has issued a verification report KPMG Yan Zi No. 1300211 to verify whether the capital is in place.
(5) Total issue expenses and issue expenses per share: Total issue expenses (including underwriting commission, sponsor's fee, lawyers' fee, accountant's fee, roadshow expenses and registration fee) amounted to RMB81,481,186.92, and the issue expenses per share was RMB0.03.
(6) Net proceeds raised: RMB27,443,056,636.84.
There is no other important matter which might have a material impact on the Company during the period from the date of the posting of the A Share Rights Issue Prospectus to the date of the publication of this announcement.
VI. SPONSORS AND THEIR OPINIONS(1) | Joint sponsors: Name: | China International Capital Corporation Limited |
Legal representative: Residential address: Contact No. (Tel): Contact No. (Fax): Representatives of sponsor: Project coordinator: | JIN Liqun 27th & 28th Floor, China World Tower 2, No.1 Jianguomenwai Avenue, Chaoyang District, Beijing 010-65051166 010-65051156 LIN Longhua, LIU Shulin / | |
Name: Legal representative: Residential address: Contact No. (Tel): Contact No. (Fax): Representatives of sponsor: Project coordinator: | Goldman Sachs Gao Hua Securities Co., Ltd. SONG Bing Unit 1807-1819, 18th Floor, Winland International Finance Center, No. 7 Finance Street, Xicheng District, Beijing 010-66273333 010-66273300 DUAN Aimin, CHEN Yilv WU Jiahong |
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(2) Opinions of the joint sponsors
China International Capital Corporation Limited and Goldman Sachs Gao Hua Securities Co., Ltd., being the joint sponsors of the A Share Rights Issue, had reviewed the information contained in the prospectus of the Company and consider that, the listing of A rights shares under this Rights Issue applied by the issuer are in compliance with the laws and regulations under the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures on the Issuance of Stocks by Listed Companies and the Rules Governing the Listing of Securities on the Shanghai Stock Exchange. The rights shares of the issuer have fulfilled the listing criteria of the Shanghai Stock Exchange.
China International Capital Corporation Limited and Goldman Sachs Gao Hua Securities Co., Ltd. agree to sponsor the listing of A shares of the Company by way of rights issue and assume any sponsor's liabilities relating thereto.
By order of the Board of Directors
Chairman
9 September 2013
As at the date of this announcement, the executive directors of the Company are Tian Huiyu, Zhang Guanghua and Li Hao; the non-executive directors of the Company are Fu Yuning, Wei Jiafu, Li Yinquan, Fu Gangfeng, Hong Xiaoyuan, Xiong Xianliang, Sun Yueying, Wang Daxiong and Fu Junyuan; and the independent non-executive directors of the Company are Yi Xiqun, Wong Kwai Lam, Yan Lan, Pan Chengwei, Pan Yingli and Guo Xuemeng.
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