交通银行: 交通银行收购报告书

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].