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邮储银行: 北京市嘉源律师事务所关于中国邮政储蓄银行股份有限公司向特定对象发行A股股票发行过程和发行对象合规性的法律意见书
Zheng Quan Zhi Xing·2025-06-20 10:49

Core Viewpoint - The legal opinion issued by Beijing Jiayuan Law Firm confirms the compliance of China Postal Savings Bank's A-share issuance process and its targeted investors, indicating that all necessary approvals and authorizations have been obtained for the issuance [1][5][17]. Group 1: Approval and Authorization - The internal approvals for the issuance include various resolutions and reports that have been passed by the board and shareholders, confirming the bank's eligibility for the A-share issuance [3][4][11]. - The Ministry of Finance has given its principle consent for the issuance plan, and the Financial Regulatory Bureau has approved the issuance proposal [5][17]. - The Shanghai Stock Exchange has reviewed and found the application for the issuance to meet the necessary conditions [5][17]. - The China Securities Regulatory Commission has granted registration approval for the issuance [5][17]. Group 2: Issuance Objects - The targeted investors for the issuance include the Ministry of Finance, China Mobile Group, and China Shipbuilding Group, with all parties confirming the legality and compliance of their funding sources [6][9][17]. - The issuance involves related party transactions, as both China Mobile Group and China Shipbuilding Group are considered affiliates of the bank [7][9]. Group 3: Issuance Process - The issuance agreements, including the Share Subscription Agreement and Strategic Cooperation Agreement, have been executed and are deemed valid [9][10][17]. - The total number of shares to be issued is 20,933,977,454, which does not exceed 30% of the bank's total share capital prior to the issuance [11][14]. - The issuance price has been adjusted to 6.21 RMB per share, based on the pricing principles established [12][14]. - The total funds raised from the issuance amount to 130 billion RMB, with net proceeds after expenses being approximately 129.96 billion RMB [16][17].