中国银行: 中国银行股份有限公司关于与特定对象签署《附条件生效的股份认购协议》的公告

Agreement Overview - China Bank has signed a conditional share subscription agreement with the Ministry of Finance, which is responsible for national fiscal revenue and expenditure, tax policies, and other related matters [1][2] - The subscription price is set at 6.05 yuan per share, based on the average trading price of the bank's A-shares over the 20 trading days prior to the board resolution announcement [1][2] Subscription Details - The Ministry of Finance plans to subscribe for shares amounting to 165 billion yuan [2][3] - The number of shares to be subscribed will be calculated based on the subscription amount divided by the subscription price, with any fractional shares being accounted for in the bank's capital reserve [2][4] Price Adjustment Mechanism - If any dividend distributions or stock bonuses occur between the pricing date and the issuance date, the subscription price will be adjusted accordingly [2][3] - The adjustment formulas for cash dividends and stock bonuses are provided, ensuring that the final subscription price reflects any corporate actions taken during this period [2][3] Payment and Delivery - The Ministry of Finance will pay the subscription amount in cash upon receiving a payment notice from the bank and its underwriters [4][5] - After the payment is confirmed, the shares will be registered in the Ministry of Finance's name through the designated securities registration system [4][5] Lock-up Period - The subscribed shares will be subject to a five-year lock-up period from the date of registration, during which they cannot be transferred [5][6] - Any shares derived from stock dividends or capital increases will also adhere to this lock-up arrangement [5][6] Agreement Validity and Breach - The agreement will become effective once all conditions are met, including approval from the bank's board and shareholders [5][6] - In case of any breach of the agreement, the defaulting party will be liable for compensating the non-defaulting party for any actual economic losses incurred [5][6]