交通银行股份有限公司收购报告书摘要

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].