A-share Code: 601166 A-share Name: Industrial Bank No.: T 2015-39
Preferred Share Code: 360005, 360012 Preferred Share Name: IBPS1, IBPS2
Industrial Bank Co., Ltd.
Announcement on the Market Availability and Circulation of Non-public Restricted Shares
The Company and all the members of the Board of Directors warrant the truthfulness, accuracy and completeness of the announcement and will bear the joint and several liabilities for any false record, misleading statement or major omission in the announcement.
Important content notes:
●Available quantity of restricted shares issued this time is 2,872,720,050 shares
●Available date of the restricted shares issued this time is January 7, 2016
I. Type of the restricted shares available this time
With the approval of China Securities Regulatory Commission (CSRC) in the “Reply on Approving the Non-public Offering of Stocks by Industrial Bank Co., Ltd.” (Zheng Jian Xu Ke [2012] No. 1750) on December 31, 2012, the Company issued 1,915,146,700 non-public RMB ordinary shares (A-share) to the specific objects, including People's Insurance Company (Group) of China Limited, PICC Property and Casualty Company Limited, PICC Life Insurance Company Limited, China National Tobacco Corporation and Shanghai ZhengYang International Business Co., Ltd. at the offering price of RMB 12.36 per share, raising funds totaling RMB 23,671,213,212.00, on December 31, 2012. The actual net funds raised in the non-public offering reached RMB 23,532,165,305.68 after deducting the offering cost. On January 7, 2013, the shares finished the formalities for registration and custody with Shanghai Branch of China Securities Depository and Clearing Corporation Limited, and couldn’t be transferred within 36 months after the conclusion of offering (Should relevant regulatory authorities have any other requirements over the lock-up period of the shares subscribed by the issuing targets, such requirements shall prevail). Such shares would be available on the market and could be circulated on January 7, 2016.
II. Change in the quantity of capital stock of the Company from the formation of the restricted shares till now
The Company implemented the profit distribution plan 2012 in which 5 shares were presented for each 10 shares and a cash dividend of RMB 5.7 (tax included) were paid out for every 10 shares in July 2013, and the total capital stock of the Company increased to 19,052,336,751 shares. The restricted shares issued this time thus increase to 2,872,720,050 correspondingly.
III. Relevant commitments on the market availability and circulation of restricted shares issued this time
Shareholders of restricted shares issued this time, namely People's Insurance Company (Group) of China Limited, PICC Property and Casualty Company Limited, PICC Life Insurance Company Limited, China National Tobacco Corporation and Shanghai ZhengYang International Business Co., Ltd., committed themselves not to transfer such shares within 36 months as from the conclusion of offering (Should relevant regulatory authorities have any other requirements over the lock-up period of the shares subscribed by the issuing targets, such requirements shall prevail). By the date of this announcement, the shareholders of restricted shares issued this time have all performed the above commitment strictly.
IV. Capital occupation of controlling shareholder and its associated parties
No capital occupation by the controlling shareholder of the Company and its associated parties.
V. Examination opinion of the intermediary organization
The sponsor for the non-public offering of ordinary shares of the Company was Credit Suisse Founder Securities Limited. In September 2014, the Company engaged CITIC Securities Company Limited (hereinafter referred to as “CITIC Securities”) and Industrial Securities Co., Ltd. (hereinafter referred to as “Industrial Securities”) as the sponsors for the non-public offering of domestic preferred shares. Thus, CITIC Securities and Industrial Securities would undertake the continuous supervision for the non-public offering of ordinary shares of the Company. CITIC Securities appointed Mr. Zhou Jiwei and Mr. Luo Zhongxing, and Industrial Securities appointed Mr. Tian Jinhuo and Ms. Qiao Jie as the sponsor representatives for the non-public offering of common shares of the Company in the remaining supervision period (See the announcement of the Company on September 12, 2014 for details). CITIC Securities then appointed Mr. Wu Ling as a successor of Mr. Zhou Jiwei to be responsible for the sponsorship of the Company because of changes in the job of Mr. Zhou (See the announcement of the Company on August 18, 2015 for details).
After examination, the current co-sponsor of the Company, namely CITIC Securities and Industrial Securities, believes that:
1. The market availability and circulation of restricted shares offered this time conform to the requirements of relevant laws and regulations including the Administrative Measures for the Issuance of Securities by Listed Companies, the Detailed Implementation Rules for the Non-public Issuance of Stocks by Listed Companies, and the Rules Governing the Listing of Stocks on Shanghai Stock Exchange;
2. Shareholders applying for relieving the restricted trading this time have all strictly performed the commitment on restricted trading of equity made upon the non-public offering of the Company;
3. The information disclosure related to the restricted shares issued this time is true, accurate and complete;
4. The co-sponsor and sponsor representatives hold no objection to the market availability and circulation of restricted shares in accordance with the above provisions this time.
VI. Information of market availability and circulation of restricted shares this time
The available quantity of restricted shares issued this time is 2,872,720,050 shares;
The available date of the restricted shares issued this time is January 7, 2016;
Details of market availability and circulation of restricted shares this time are as follows:
Unit: share
| Shareholder | Quantity of restricted shares held | Proportion of restricted shares held in the total capital stock (%) | Available quantity of restricted shares this time | Quantity of restricted shares remained |
| The People’s Insurance Company (Group) of China Limited | 174,651,600 | 0.92 | 174,651,600 | 0 |
| PICC Property and Casualty Company Limited – conventional – ordinary insurance product - 008C - CT001 SH | 948,000,000 | 4.98 | 948,000,000 | 0 |
| PICC Life Insurance Company Limited – dividends – personal insurance dividends | 474,000,000 | 2.49 | 474,000,000 | 0 |
| PICC Life Insurance Company Limited – universal – universal personal insurance | 474,000,000 | 2.49 | 474,000,000 | 0 |
| China National Tobacco Corporation | 613,537,500 | 3.22 | 613,537,500 | 0 |
| Shanghai ZhengYang International Business Co., Ltd. | 188,530,950 | 0.99 | 188,530,950 | 0 |
| Total | 2,872,720,050 | 15.08 | 2,872,720,050 | 0 |
Note: In accordance with the relevant provisions of the Administrative Measures for the Issuance of Securities by Listed Companies, the Detailed Implementation Rules for the Non-public Issuance of Stocks by Listed Companies, and the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the available quantity of restricted shares this time is 2,872,720,050 shares. Should relevant regulatory authorities have any other requirements over the lock-up period of the above, such requirements shall prevail.
VII. Structure of capital stock change
Unit: share
| Before the listing | Changed quantity | After the listing | ||
| Negotiable shares with restrictions | 1. Shares held by state-owned legal persons | 2,684,189,100 | -2,684,189,100 | 0 |
| 2. shares held by other legal persons at home | 188,530,950 | -188,530,950 | 0 | |
| Total negotiable shares with restrictions | 2,872,720,050 | -2,872,720,050 | 0 | |
| Unrestricted negotiable shares | A-share | 16,179,616,701 | 2,872,720,050 | 19,052,336,751 |
| Total unrestricted negotiable shares | 16,179,616,701 | 2,872,720,050 | 19,052,336,751 | |
| Total quantity of shares | 19,052,336,751 | 0 | 19,052,336,751 | |
VIII. Attachment to the announcement published online
The examination opinion of CITIC Securities Company Limited and Industrial Securities Co., Ltd. on the market availability and circulation of restricted shares issued by Industrial Bank Co., Ltd.
Board of Directors of Industrial Bank Co., Ltd.
December 30, 2015