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Our History and Operational Reform

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Our History and Operational Reform THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND OPERATIONAL REFORM OUR HISTORY We were incorporated as a joint-stock commercial bank in the PRC on September 10, 1997 under the name of Shenyang City Cooperative Bank Co., Ltd. (瀋陽城市合作銀行股份有 限公司) through the consolidation of 33 urban credit cooperatives (including Shenyang Cooperative Bank (瀋陽合作銀行)) in Shenyang, Liaoning Province and capital injections by Shenyang Finance Bureau and the other 15 corporate investors. The shareholders of these 33 urban credit cooperatives (including 130 corporate shareholders and 3,502 individual shareholders) together with the 16 new investors (including Shenyang Finance Bureau) were our promoters and founding shareholders. Key milestones in our history are summarized below: November 1996 PBOC approved our establishment. September 1997 We were officially incorporated under the name of “Shenyang City Cooperative Bank Co., Ltd.” (瀋陽城市合作銀行股份有限 公司). June 1998 We were renamed as “Shenyang Commercial Bank Co., Ltd.” (瀋陽市商業銀行股份有限公司). May 1999 We issued our first debit card, the “Rose Debit Card” (玫瑰借記 卡), making us one of the first few city commercial banks to issue debit cards in China. February 2003 We obtained approval to launch our bill acceptance business. July 2005 We issued our first RMB credit card, the “Rose Credit Card” (玫 瑰信用卡), making the first city commercial bank in Northeast China to issue credit cards, and one of the first few city commercial banks to provide credit card services in China. January 2007 We obtained approval to launch our foreign exchange business. February 2007 We were renamed as “Shengjing Bank Co., Ltd.” (盛京銀行股份 有限公司). May 2007 Our deposit balance exceeded RMB50 billion. July 2007 We set up our Tianjin Branch, our first branch outside Liaoning Province, and located in municipality, which made us the first city commercial bank in Northeast China with cross-region operations. – 150 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND OPERATIONAL REFORM June 2009 We set up our Beijing Branch so as to operate in both municipalities in the Bohai Economic Rim. December 2009 Our deposit balance exceeded RMB100 billion. October 2010 We launched our new core business system to further integrate our financial system and settlement system, enabling our information system to better meet the needs of the three-level management comprising the head office, branches and sub- branches, and cross-region operations. January 2011 We set up our Shanghai Branch, our first branch in Yangtze River Delta Economic Zone in the PRC. November 2012 We launched our financial IC card system to better protect the funds of our Bank and our clients. November 2012 Our deposit balance exceeded RMB200 billion. July 2013 We established and promoted our financial service stations (金 融便民服務站) in Shenyang and other cities in Liaoning Province as well as in Beijing, Shanghai, Tianjin and Changchun. Late 2013 Our branch network covered 10 of the 14 major cities in Liaoning Province. 2014 We effectively established a comprehensive electronic banking service system with the introduction of, among others, internet banking and mobile banking. September 2014 We ranked first among city commercial banks with total assets of over RMB200 billion in the year of 2013 and were rewarded as the “Best City Commercial Bank” in the “Evaluation Report of the Competitiveness among PRC Commercial Banks of 2014” published by The Chinese Banker. – 151 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND OPERATIONAL REFORM Increase of Registered Capital Upon incorporation, the registered capital of the Bank was RMB216,275,200, among which Shenyang Finance Bureau contributed RMB20,000,000 and the other 15 corporate investors contributed an aggregate of RMB8,873,000 in cash, respectively, and the shareholders of the 33 urban credit cooperatives contributed with net assets of the urban credit cooperatives. After several rounds of registered capital increase and introduction of new shareholders, our registered capital was increased to RMB4,396,005,200 as of the Latest Practicable Date. The major changes in our registered capital and our shareholders are summarized as follows: 1997-2000 Our registered capital was increased from RMB216,275,200 to RMB244,325,200 primarily due to the net results of (i) additional capital contributions by Shenyang Special Environmental Protection Equipment Manufacturing Co., Ltd. and Shenyang Finance Bureau; and (ii) deduction of a certain amount of share capital that was double counted into the share capital upon our establishment. The registration of such changes has been completed with Shenyang Administration Bureau for Industry and Commerce. 2006 We issued a total of 2,755,680,000 new shares to 16 new corporate shareholders (including Shenyang Hengxin, Huibao International and Zhongyou Tianbao), raising a total amount of RMB3,516,384,000 to replenish our capital and further expand our business scale. We completed the registration of such changes with Shenyang Administration Bureau for Industry and Commerce in June 2006. By then, our registered capital had been increased to RMB3,000,005,200. 2008 We issued 396,000,000 new shares to eight new corporate shareholders (including Xinhu Zhongbao), raising a total amount of RMB584,000,000 to replenish our capital and further expand our business scale. We completed the registration of such increase of registered capital with Shenyang Administration Bureau for Industry and Commerce in June 2008. By then, our registered capital had been increased to RMB3,396,005,200. – 152 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND OPERATIONAL REFORM 2011 In order to replenish our capital and further expand our business scale, we issued 300,000,000 new shares to Founder Securities, raising a total amount of RMB1,500 million. We completed the registration of such change in registered capital with Shenyang Administration Bureau for Industry and Commerce in December 2011. By then, our registered capital had been increased to RMB3,696,005,200. 2013 to 2014 We issued 700,000,000 new shares to five new corporate shareholders, namely Beijing Zhaotai, Beijing Aojitong Investment (Group) Co., Ltd., Dalian Hesheng Holding Co., Ltd., Changchun Qianyuan Real Estate Development and Construction Co., Ltd. and Dalian Hydraulic Machinery Co., Ltd., raising a total amount of RMB3,850 million to replenish our capital and further expand our business scale. We completed the registration of such increase of registered capital with Shenyang Administration for Industry and Commerce in May 2014. By then, our registered capital had been increased to RMB4,396,005,200. Disposal and Write-Off of Non-Performing Assets In order to dispose of non-performing loans inherited historically, according to the arrangement made and approved by Shenyang Municipal People’s Government in relation to our Bank’s disposal of non-performing assets in June 2004, which was also approved by the CBRC, we disposed of non-performing loans of an aggregate principal amount of RMB2,000 million to Shenyang City Construction, an independent third party, for a consideration of RMB2,000 million. Our Bank also extended a loan to Shenyang City Construction for it to purchase such non-performing assets. According to the documents issued by Shenyang Municipal People’s Government regarding its continued support for the disposal of our Bank’s non-performing assets, on March 26, 2008, we entered into an agreement (the “Tripartite Agreement”) with Shenyang City Construction and Shenyang Hengxin, pursuant to which, among others, (i) we agreed to extend a loan in the amount of RMB1,723 million (such loan is classified as “Other Receivables” as the loan is interest-free) (the “Relevant Receivables”) to Shenyang City Construction for it to refinance the outstanding balance of the loan granted to it for its purchase of our Bank’s non-performing assets in 2004; (ii) Shenyang Hengxin agreed to provide guarantee for the repayment of the Relevant Receivables; and (iii) Shenyang Hengxin agreed that such non-performing assets would be transferred to it and it would repay the Relevant Receivables using the proceeds from future disposal of the Shares it held. As of the Latest Practicable Date, the outstanding balance of the Relevant Receivables was approximately RMB756 million. After discussion among our Bank, Shenyang City Construction and Shenyang Hengxin regarding the repayment of the outstanding balance of the Relevant Receivables, on October 8, 2014, Shenyang Hengxin irrevocably undertook to us as follows: (1) Shenyang Hengxin will continue to perform its obligations under the Tripartite Agreement (including using the – 153 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. OUR HISTORY AND OPERATIONAL REFORM proceeds from disposal of a portion of the Shares it held after the Listing to repay the outstanding balance of the Relevant Receivables) to repay the outstanding balance of the Relevant Receivables in full within two years from the Listing Date; (2) except that Shenyang Hengxin may not transfer the Shares within one year from the Listing Date according to relevant PRC laws, there is no other restriction on disposal or sale of the Shares held by it under the PRC laws and regulations, and, without our written consent, Shenyang Hengxin will not dispose of any Shares it held or create any encumbrances on such Shares prior to the full repayment of the outstanding balance of the Relevant Receivables.
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