Announcement on Rights Issue in 2010
The Industrial Bank Co., Ltd (the Company) and all members of the Board of Directors hereby warrant that the information contained in this announcement is true, accurate and complete, and assume joint and several liabilities for any false representation, misleading statement or material omission.
Important Notice
1. The rights issue plan of the Industrial Bank Co., Ltd (hereinafter referred to as the "the Issuer” or “IB) was deliberated and passed at the 19th meeting of the sixth Board of Directors of the Industrial Bank on November 21, 2009, and was subsequently deliberated and approved by the 2009 First Extraordinary General Shareholders’ Meeting convened on December 8, 2009. The rights issue application has been approved by the China Securities Regulatory Commission with the [2010] No. 586 Securities Permit.
2. The Issuer will issue 2 rights shares for every 10 existing shares to all shareholders on the basis of a total of 5,000,000,000 share capital as of the close of the trading in Shanghai Stock Exchange on the Date of Record, or May 24, 2010 (T Date). The rights shares available for subscription are 1,000,000,000 RMB-dominated ordinary shares (A-share), and the total amount of raised funds will not exceed RMB18 billion. The A-shares of IB are shares without sale restriction, and the rights shares will be priced and issued online. The code of rights issue is “760166” and the abbreviation is “IB Rights Issue”. The rights issue will be conducted through the transaction system of the Shanghai Stock Exchange. The sponsor is Credit Suisse Founder Securities Limited (the Sponsor), the joint lead underwriters are Credit Suisse Founder Securities Limited, Industrial Securities Co., Ltd and UBS Securities Company Limited (the Joint Lead Underwriters), and the financial consultant/co-lead underwriter is CITIC Securities Co., Ltd.
3. The price of rights issue is RMB18 per share.
4. Shares will be issued to all shareholders of IB who are registered at China Securities Depository & Clearing Corp. Ltd. Shanghai Branch as of the close of the trading in Shanghai Stock Exchange on the date of record, or May 24, 2010 (T date).
5. The results of the rights issue will be published in the China Securities Journal, Shanghai Securities News, Securities Times and Securities Daily as well as on the website of the Shanghai Stock Exchange (http://www.sse.com.cn) on June 2, 2010 (T+7 days).
6. In accordance with the provisions of the business departments for securities transactions designated by shareholders, if the issuance fails, if there is frozen capital and interest, the funds for subscription plus the interest at the rate of bank deposit for the same period (it any) after deduction of interest income tax will be returned to the shareholders that have made subscription.
7. The purpose of this announcement is to explain relevant matters of the issuer’s rights issue to its shareholders, and in no way constitutes investment suggestions in regard to said rights issue. Before making the subscription decision, shareholders should carefully read the Abstract of Prospectus on Rights Issue of Industrial Bank Co., Ltd that is published in the China Securities Journal, Shanghai Securities News, Securities Times and Securities Daily, and the full text of the Prospectus on Rights Issue of Industrial Bank Co., Ltd published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn) on May 20, 2010 (T-2 days), as well as other materials.
Definitions
Unless otherwise specified, the following terms herein have the meanings as follows:
| IB/Issuer | refers to | Industrial Bank Co., Ltd |
| Sponsor | refers to | Credit Suisse Founder Securities Limited |
| Joint lead underwriters | refers to | Credit Suisse Founder Securities Limited, Industrial Securities Co., Ltd, UBS Securities Company Limited |
| Financial consultant/co-lead underwriter | refers to | CITIC Securities Co., Ltd |
| CSRC | refers to | China Securities Regulatory Commission |
| SSE | refers to | Shanghai Stock Exchange |
| Depository Company | refers to | China Securities Depository & Clearing Corp. Ltd. Shanghai Branch |
| The rights issue /issuance | refers to | A-share rights issue of the Industrial Bank as approved at the 2009 First Extraordinary General Shareholders’ Meeting held on December 8, 2009 |
| RMB-dominated ordinary shares/A-share | refers to | Shares with par value dominated in RMB and that can only be traded in RMB by domestic investors |
| Date of record/T date | refers to | May 24, 2010 |
| All shareholders | refers to | Industrial Bank’s A-share shareholders who are registered at the China Securities Depository & Clearing Corp. Ltd. Shanghai Branch as of the close of the trading in Shanghai Stock Exchange on the date of record |
| Accurate calculation method | refers to | The accurate calculation method will be applied when the number of shares available for subscription is less than 1 share. Namely, the whole number of shares available for subscription will be calculated first in accordance with placement proportion and the number of shares in each account; for the proportion accounting for less than 1 share (three decimals will be maintained), all accounts will be arranged in descending order of the three digits from large to small (random draw will be adopted were figures are identical) until the summation of shares available for subscription in all accounts matches the total number of shares available for subscription. |
| Day | refers to | Working day/normal trading day (excluding legal holidays) |
| Yuan | refers to | RMB Yuan |
I. Basic information of the rights issue 1. Type of rights share: RMB-dominated ordinary share (A-share).
2. Book value per share: RMB 1.00.
3. Subscription proportion and quantity: 2 rights shares for every 10 shares will be issued to all shareholders on the basis of the total of 5,000,000,000 share capital as of the close of the trading on the date of record (T date). The total number of shares available for subscription is 1,000,000,000. The total amount of raised funds will not exceed RMB18 billion.
4. Price of rights share: RMB 18.00 per share.
5. Issuance target: all shareholders of IB who are registered at the China Securities Depository & Clearing Corp. Ltd. Shanghai Branch as of the close of trading in the Shanghai Stock Exchange on the date of record, or May 24, 2010 (T date).
6. Issuance method: online pricing and issue.
7. Underwriting method: underwrite on an agency basis
8. Major dates of the rights issue:
Major dates of the rights issue and trading suspension arrangements are as follows:
| Trading Date | Rights Issue Arrangement | Trading Suspension |
May 20, 2010
(T-2 date) | Publishing the Prospectus on Rights Issue and its abstract, Announcement on Rights Issue and Announcement of Online Road show | Normal transaction |
May 21, 2010
(T-1 date) | Online road show | Normal transaction |
May 24, 2010
(T date) | Date of record | Normal transaction |
May 25-31, 2010
(T+1 date – T+5 date) | Beginning and ending dates for subscription payment
Publishing reminder announcements (5 times) | Trading suspension for the whole day |
June 1, 2010
(T+6 date) | Online clearing by the Depository Company | Trading suspension for the whole day |
June 2, 2010
(T+7 date) | Publishing the announcement on the rights issuance results
Ex-dividend date for successful issuance,
or the resume trading date and refund for unsuccessful issuance | Normal transaction |
Note 1: All the dates mentioned above are normal working days.
Note 2: In the event of any major contingency that interferes with the rights issue, the joint lead underwriters and the financial consultant/co-lead underwriter shall make an announcement and alter the issuance schedule on a timely basis.
II. Method of subscription of the rights issue 1. Time of subscription payment
The payment could be made during the normal trading hours of SSE from May 25 (T+1 date) to May 31 (T+5 date), 2010. Shareholders failing to pay within the prescribed period will be deemed as automatically waiving their subscription rights.
2. Subscription and payment method
During the period of payment, the shareholders may conduct subscription payment formalities through the transaction system of the SSE at a share broker by means of online commission, telephone commission or on-site commission at business departments. The code of rights issue is “760166” and the abbreviation is “IB rights issue”. The price of rights shares is RMB 18.00 per share. The number of shares available for subscription is the number of A-shares held by shareholders as of the date of record multiplied by the placement proportion (0.2). The part less than one share will be rounded by means of accurate calculation method (please check carefully the balance of shares available for subscription in the category of “IB Rights Issue”). During the period of payment, shareholders may make subscription application several times, provided that the total number of shares subscribed do not exceed the limit of shares available for subscription.
3. If the shares of a shareholder are escrowed at two or more than tow securities business departments, the shareholder should subscribe for rights shares separately at the corresponding departments.
III. Treatment of Issuance Results 1. Publishing the issuance results
IB, the joint lead underwriters and the financial consultant/co-lead underwriter will publish the Announcement on Results of 2010 Rights Issue in China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily and on the website of the Shanghai Stock Exchange (
http://www.sse.com.cn) on June 2, 2010 (T+7 days). This will include information on subscriptions by shareholders, percentage of subscribed shares in the total number of shares available for subscription, the final results of the rights issue as well as the refund arrangements if the issuance had failed.
2. Trading arrangement after announcement of the issuance results
(1) If the rights issue succeeds, shares of IB will be ex-dividend traded on June 2, 2010 (T+7 date); if the period for commission underwriting expires and the quantity of shares subscribed by shareholders doesn’t reach the threshold of 70% of the total number of proposed shares available for subscription, the rights issue will be deemed as a failure and shares of IB will resume trading on June 2, 2010 (T+7 date).
(2) In accordance with the provisions of the business departments for securities transactions designated by shareholders, if the issuance fails, if there is frozen capital and interest, the funds for subscription plus the interest at the rate of bank deposit for the same period (it any) after deduction of interest income tax will be returned to the shareholders that have made subscription. Important issues relating to refunds are as follows:
① Time of refund: June 2, 2010 (T+7 date)
② Amount of refund: the subscription payment made by each shareholder plus the interest at the rate of bank deposits for the same period (if any) after deduction of interest income tax
③ Interest calculation: the interest will be calculated at the interest rate of current deposits in the bank, with the interest rounded to two decimal digits
④ Beginning and ending dates of interest calculation: from the second day of the subscription payment date to the previous day of the refunding date, i.e. June 1, 2010 (T+6 date)
⑤ Interest income tax will be withheld and deducted from the interest
IV. Issuance expenses In the issuance, shareholders will not be charged commission, transfer fees, stamp duties or service fees for issuance etc.
V. Trading of successfully placed shares The date for trading of successfully placed shares of IB will be announced in the Announcement of Industrial Bank Co., Ltd on Change of 2010 Rights issue and Trading of Placed Shares after the completion of the rights issue.
VI. Issuer, sponsor, joint lead underwriters and financial consultant/co-lead underwriter 1. Issuer: Industrial Bank Co., Ltd Address: 154, Hudong Road, Fuzhou, Fujian
Telephone: 0591-87839338
Fax: 0591-87871269
Contact: Tang Bin, Huang Wanru, Chen Wen, Jiang Zhiliu, Li Jinyi
2. Sponsor:
Credit Suisse Founder Securities Limited Office Address: F15, South Building, Financial Street Center, A9, Financial Street, Xicheng District, Beijing
Telephone: 010-66538798
Fax: 010-66538566
Contact: Liang Li, Gao Jinni, Tang Jin, Zhang Chao, Qu Dan, Zhang Yuxin, Li Zhipeng
3. Joint Lead Underwriters
Credit Suisse Founder Securities Limited Office Address: F15, South Building, Financial Street Center, A9, Financial Street, Xicheng District, Beijing
Telephone: 010- 66538798
Fax: 010- 66538566
Contact: Liang Li, Gao Jinni, Tang Jin, Zhang Chao, Qu Dan, Zhang Yuxin, Li Zhipeng
Industrial Securities Co., Ltd Address: 99, Hudong Road, Fuzhou
Telephone: 0591-38281888
Fax: 0591-38281999
Contact: Yu Xiaoqun, Shi Jun, Zheng Jie, Li Bo, Luo Zhi
UBS Securities Company Limited Address: F12 and F15, Yinglan International Finance Center, 7, Financial Street, Xicheng District, Beijing
Telephone: 010-58328888
Fax: 010-58328964
Contact: Li Meng, Zhang Xue
4. Financial consultant/co-lead underwriter
CITIC Securities Co., Ltd Office Address: FA, China Merchant Bank Building, 7088, Shennan Avenue, Futian District, Shenzhen, Guangdong
Telephone: 0755-83076935
Fax: 0755-82485221
Contact: Zhou Jiwei, Ding Mingming, Long Dingkun, Zheng Chun, Sun Xiaogang
Issuer: Industrial Bank Co., Ltd
Sponsor: Credit Suisse Founder Securities Limited
Joint lead underwriters: Credit Suisse Founder Securities Limited
Industrial Securities Co., Ltd
UBS Securities Company Limited
Financial consultant/co-lead underwriter: CITIC Securities Co., Ltd
May 20, 2010