Core Viewpoint - The Ministry of Finance of the People's Republic of China is acquiring additional shares in Bank of Communications, which will increase its ownership stake to over 30%, thus triggering a mandatory tender offer obligation. However, the Ministry has secured an exemption from this obligation by committing to hold the newly acquired shares for three years and obtaining approval from the bank's shareholders [2][21]. Group 1: Acquisition Details - The Ministry of Finance currently holds 17,732,424,445 shares of Bank of Communications, representing 23.88% of the total shares, making it the largest shareholder. Post-acquisition, the Ministry will hold 30,639,434,777 shares, equating to 34.80% of the total shares, thereby becoming the controlling shareholder [9][21]. - The acquisition involves a cash subscription for A-shares at a price of 8.71 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [11][13]. - The total amount to be subscribed by the Ministry is approximately 112.42 billion yuan [13]. Group 2: Regulatory and Approval Process - The transaction has been approved by the board of directors of Bank of Communications and is pending approval from the shareholders' meeting and relevant regulatory authorities [8][7]. - The Ministry of Finance has committed to not transferring the acquired shares for five years, aligning with regulatory requirements to avoid triggering a mandatory tender offer [21][15]. Group 3: Financial and Operational Context - The Ministry of Finance's role includes formulating fiscal policies and managing national financial resources, which underscores its strategic interest in enhancing the capital structure of Bank of Communications [4][6]. - The Ministry has not faced any significant legal or administrative penalties in the past five years, indicating a stable operational background [5][6].

Group 1 - The core proposal involves the issuance of A-shares by Bank of Communications to specific investors, aiming to raise up to RMB 120 billion to supplement the bank's core tier one capital [2][11][19] - The issuance is subject to approval from the bank's shareholders and regulatory authorities, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [2][16] - The issuance price is set at RMB 8.71 per share, which is not less than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [3][11][19] Group 2 - The main investors in this issuance include the Ministry of Finance, China Tobacco, and Shuangwei Investment, with the Ministry of Finance expected to subscribe for RMB 112.42 billion worth of shares [3][11][21] - The issuance constitutes a related party transaction, and the bank's independent directors have reviewed and approved the transaction [3][15] - The shares subscribed by the investors will be subject to a five-year lock-up period, during which they cannot be transferred [12][21][29] Group 3 - The issuance is part of the bank's strategy to enhance its capital adequacy in response to increasing regulatory requirements for capital quality and adequacy [9][10][26] - The bank aims to leverage external financing tools to strengthen its capital base, thereby improving its ability to serve the real economy and maintain financial stability [10][26][27] - The collaboration with strategic investors is expected to create synergies that enhance the bank's risk management and credit capacity [27][28][29]

Core Viewpoint - The company plans to issue A-shares to specific investors to raise up to RMB 120 billion, which will be used to supplement its core Tier 1 capital and support future business development [1][5][8]. Group 1: Impact Analysis - The issuance will dilute the immediate returns for existing shareholders, affecting key financial metrics such as earnings per share [2][5]. - The total number of ordinary shares will increase from 74,263 million to 88,040 million post-issuance, impacting the weighted average number of shares [3][4]. - The net profit attributable to ordinary shareholders is projected to remain stable or grow by 3% and 6% in different scenarios, affecting earnings per share accordingly [4][5]. Group 2: Necessity and Reasonableness of the Issuance - The issuance is necessary to meet increasing capital regulatory requirements both domestically and internationally, enhancing the company's ability to absorb losses [6][7]. - The company aims to strengthen its role as a major player in supporting the real economy and maintaining financial stability [6][8]. - The core Tier 1 capital adequacy ratio was 10.24% as of the end of 2024, indicating a need for further capital to meet regulatory standards [6][7]. Group 3: Fund Utilization and Management - The raised funds will be entirely used to bolster the company's core Tier 1 capital, which is crucial for sustainable business development [8][9]. - The company emphasizes the importance of effective fund management to mitigate the dilution of immediate returns for shareholders [10][11]. Group 4: Commitment to Shareholder Returns - The company commits to a stable profit distribution policy, ensuring reasonable returns for shareholders through cash dividends [11][12]. - The board and senior management have made commitments to uphold shareholder interests and ensure the effectiveness of the measures to mitigate return dilution [12].

Core Viewpoint - The announcement details a significant equity change for the Bank of Communications due to a private placement of A-shares, which will result in a change in the company's controlling shareholder status [1][4]. Group 1: Equity Change Overview - The equity change is a result of the company issuing A-shares to specific entities, which will alter the company's capital structure [1]. - The issuance is expected to raise up to RMB 120 billion, with the share price set at RMB 8.71 per share, and a total of 13,777,267,506 shares to be issued, not exceeding 30% of the pre-issue total share capital [2][3]. - The main subscribers for this issuance are the Ministry of Finance, China Tobacco, and Shuangwei Investment, with the Ministry of Finance expected to increase its shareholding to over 30%, thus becoming the controlling shareholder [1][4]. Group 2: Approval and Regulatory Aspects - The issuance plan requires approval from the company's shareholders and relevant regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [2]. - The final completion of the issuance is uncertain and dependent on regulatory approvals, which may affect the timing and conditions of the issuance [2][3].

Core Viewpoint - The Ministry of Finance of the People's Republic of China plans to acquire additional shares in Bank of Communications, increasing its stake to over 30%, thereby becoming the controlling shareholder of the bank [1][3][15]. Group 1: Acquisition Details - The Ministry of Finance will subscribe to the issuance of A-shares by Bank of Communications, with a total investment of approximately RMB 112.42 billion [12]. - The subscription price for the shares is set at RMB 8.71 per share, which is not less than 80% of the average trading price over the previous 20 trading days [9][12]. - Following the acquisition, the Ministry of Finance will hold 30,639,434,777 shares, representing 34.80% of the total share capital of Bank of Communications [3][15]. Group 2: Regulatory Compliance - The acquisition requires approval from the shareholders' meeting of Bank of Communications and must comply with relevant laws and regulations, including obtaining consent from the China Securities Regulatory Commission [2][15]. - The Ministry of Finance has committed to not transferring the newly acquired shares for five years after the issuance [3][14]. Group 3: Financial and Operational Impact - The acquisition aims to enhance the capital adequacy of Bank of Communications, thereby strengthening its financial position [16]. - There are currently no plans to change the main business operations or management structure of Bank of Communications following the acquisition [16][19]. Group 4: Shareholding Structure - Prior to the acquisition, the Ministry of Finance held 17,732,424,445 shares, accounting for 23.88% of the total shares, making it the largest shareholder [15][24]. - The acquisition will trigger the obligation for a mandatory tender offer, but the Ministry of Finance can be exempted from this requirement under specific conditions [2][15]. Group 5: Legal and Compliance Statements - The Ministry of Finance has confirmed that there are no criminal or administrative penalties against it in the last five years, and it has not been involved in significant civil litigation related to economic disputes [6][19]. - The report confirms that all necessary disclosures have been made, and there are no undisclosed significant transactions with Bank of Communications [22][20].

Core Viewpoint - The announcement details the approval for the first major shareholder, the Ministry of Finance, to increase its stake in the Bank of Communications without triggering a mandatory tender offer, contingent upon specific conditions [1][2]. Group 1: Shareholder Agreement - The Ministry of Finance currently holds 17,732,424,445 shares, representing over 30% of the total share capital of the Bank of Communications [1]. - The Ministry has committed to not transferring the newly issued shares for five years from the date of acquisition [2]. - The shareholders' meeting has agreed to exempt the Ministry from the obligation to make a tender offer, in accordance with relevant regulations [2]. Group 2: Regulatory Compliance - The exemption from the tender offer is based on Article 63, Clause 1, Item (3) of the Regulations on the Management of Acquisitions of Listed Companies, which allows for such exemptions if the investor commits to a three-year holding period [1]. - The company will adhere to any changes in policies from the China Securities Regulatory Commission or the Shanghai Stock Exchange regarding the exemption from the tender offer [2].

Core Viewpoint - The legal opinion from King & Wood Mallesons confirms that the Ministry of Finance's acquisition of shares in Bank of Communications through a private placement is compliant with relevant laws and regulations, and the transaction is structured to enhance the bank's capital adequacy [2][11][21]. Group 1: Acquisition Overview - The Ministry of Finance will acquire shares in Bank of Communications through a cash subscription, aiming to strengthen the bank's capital base [8][10]. - Following the transaction, the Ministry of Finance will hold approximately 34.80% of the total shares, making it the controlling shareholder of the bank [10][15]. - The subscription price is set at 8.71 RMB per share, which is not less than 80% of the average trading price over the previous 20 trading days [10][11]. Group 2: Regulatory Compliance - The acquisition has been reviewed and approved by the necessary internal and external bodies, including the board of directors and the shareholders' meeting of Bank of Communications [8][15]. - The Ministry of Finance has committed to not transferring the newly acquired shares for five years, which allows it to avoid mandatory tender offer obligations under the regulations [15][21]. Group 3: Financial and Operational Impact - The acquisition is expected to have no negative impact on the operational independence of Bank of Communications, as it will continue to operate with a complete business system [19]. - There are no plans for significant changes to the bank's main business or management structure in the next 12 months following the acquisition [16][19]. Group 4: Legal and Documentation Aspects - The legal opinion confirms that the acquisition complies with the relevant provisions of the Securities Law and the Regulations on the Management of Acquisitions of Listed Companies [2][21]. - The acquisition report includes necessary disclosures and has been formatted according to regulatory requirements, ensuring transparency and compliance [21].

Core Viewpoint - The company has approved a plan to issue A-shares to specific investors, aiming to raise up to RMB 120 billion to enhance its core tier one capital [2][5][9]. Meeting Details - The 13th meeting of the 10th Supervisory Board was held via written consent, with a total of 7 supervisors participating in the voting [1]. - The meeting confirmed compliance with the conditions for issuing A-shares to specific investors, with unanimous approval [2]. Issuance Plan - The type of securities to be issued is ordinary shares (A-shares) with a par value of RMB 1.00 per share [2]. - The issuance will be conducted through a targeted offering, subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [2]. - The proposed fundraising amount is not to exceed RMB 120 billion, which will be used entirely to supplement the company's core tier one capital [2][5]. - The issuance price is set at RMB 8.71 per share, which is at least 80% of the average trading price over the 20 trading days prior to the pricing date [2][4]. Subscription and Lock-up - The issuance will target the Ministry of Finance, China Tobacco, and China Shuangwei Investment Co., Ltd., with cash subscriptions [2][9]. - Shares acquired through this issuance will be subject to a five-year lock-up period, with the Ministry of Finance committing not to transfer its shares for 18 months post-issuance [5][9]. Strategic Investors - The company will introduce China Tobacco and China Shuangwei Investment as strategic investors, which is expected to enhance its business development and competitive position [9][11]. Regulatory Compliance - The meeting approved the issuance plan and related reports, confirming compliance with relevant laws and regulations, ensuring no harm to the interests of shareholders, especially minority shareholders [7][8][9]. Future Plans - The company has outlined a three-year dividend return plan for 2025-2027, aiming to establish a stable dividend policy that protects shareholder interests [15].

Core Viewpoint - The supervisory board of the Bank of Communications has expressed approval for the issuance of A-shares to specific investors, stating that the issuance aligns with relevant laws and regulations, and does not harm the interests of the bank or its shareholders, particularly minority shareholders [1][4]. Group 1: Compliance and Feasibility - The bank has conducted a thorough self-examination and confirmed compliance with the conditions for issuing A-shares to specific investors as per the Company Law and Securities Law [1]. - The feasibility analysis report for the use of funds raised from this issuance aligns with national policies and regulatory requirements, supporting the bank's overall strategic development [2]. - The bank has committed to measures to mitigate the impact of potential dilution on immediate returns, ensuring the protection of minority shareholders' interests [2]. Group 2: Strategic Partnerships - China Dual Investment Co., as a strategic investor, has signed a conditional strategic cooperation agreement with the bank, which is expected to enhance the bank's business development and competitive position [2]. - The participation of China Tobacco and Dual Investment in the issuance is structured to comply with fair and reasonable principles, safeguarding the interests of all shareholders [3]. Group 3: Shareholder Rights and Dividends - The bank's dividend return plan is in accordance with regulatory guidelines and aims to protect the legitimate rights of all shareholders, especially minority shareholders [4]. - The supervisory board has confirmed that all disclosed information regarding the issuance is truthful, accurate, and complete, with no misleading statements or significant omissions [4]. Group 4: Approval Process - The issuance plan requires approval from the bank's general meeting of shareholders and relevant regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [4].

Core Viewpoint - The announcement details the upcoming shareholder meetings for Bank of Communications, including the dates, voting methods, and agenda items for the meetings scheduled on April 16, 2025 [1][2][3]. Meeting Details - The shareholder meetings will include the second extraordinary general meeting, the first A-share class meeting, and the first H-share class meeting [1]. - The meetings will be held on April 16, 2025, at 9:30 AM at the Bank of Communications Financial Building, Shanghai [1]. - Voting will be conducted through a combination of on-site and online methods, with online voting available for A-share shareholders [1][3]. Voting Procedures - The online voting system will be the Shanghai Stock Exchange's shareholder meeting online voting system, with voting times specified for both trading and internet platforms [2][3]. - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same class of shares [7]. Agenda Items - The agenda for the second extraordinary general meeting includes several proposals related to the issuance of A-shares to specific investors, including feasibility analyses and strategic cooperation agreements [4][5][6]. - The first A-share class meeting will also address similar proposals regarding the issuance of A-shares and strategic partnerships [5][6]. - The H-share class meeting will cover the same agenda items as the A-share meetings [6]. Voting Rights and Attendance - Shareholders registered by the close of business on April 10, 2025, are entitled to attend the meetings and can appoint proxies to vote on their behalf [8]. - Proxies must provide written authorization and identification documents to attend the meetings [9]. Additional Information - The announcement includes contact details for inquiries and specifies that attendees are responsible for their own travel and accommodation expenses [12].