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Appendix Vii Statutory and General Information

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Appendix Vii Statutory and General Information THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ЉWARNINGЉ ON THE COVER OF THIS DOCUMENT APPENDIX VII STATUTORY AND GENERAL INFORMATION 1. FURTHER INFORMATION ABOUT OUR BANK A. Incorporation Our Bank was incorporated as a joint stock limited liability company in the PRC in September 1997 under the PRC Company Law under the name of “Shenyang City Cooperative Bank Co., Ltd.”. In June 1998, our Bank was renamed as “Shenyang Commercial Bank Co., Ltd.”, and subsequently in February 2007, our name was further changed to “Shengjing Bank Co., Ltd.”. Our registered address is at No. 109 Beizhan Road, Shenhe District, Shenyang, Liaoning Province, China. Our Bank has established a principal place of business in Hong Kong at Room 08-09, 18/F, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong and has been registered as a non-Hong Kong company under Part 16 of the Companies Ordinance. Mr. Wan Chi Shing has been appointed as our agent for the acceptance of service of process and notices on behalf of our Bank in Hong Kong. Our address for acceptance of service of process in Hong Kong is the same as the address of our principal place of business in Hong Kong. We conduct our banking business in the PRC under the supervision and regulation of the CBRC and the PBOC. We are not an authorized institution within the meaning of the Banking Ordinance, and are not subject to the supervision of the Hong Kong Monetary Authority, nor authorized to carry on banking and/or deposit-taking business in Hong Kong. As we are incorporated in the PRC, our corporate structure and Articles of Association are subject to the relevant laws and regulations of the PRC. A summary of certain relevant aspects of the laws and regulations of the PRC is set out in Appendix IV. A summary of the relevant provisions of our Articles of Association is set out in Appendix V. B. Changes in Share Capital At the time of our establishment, our initial registered capital was RMB216,275,200, divided into 216,275,200 Domestic Shares of nominal value of RMB1.00 each, all of which were fully paid up. During the two years preceding to the date of this [REDACTED], our Bank recorded the following changes in our registered capital: On May 6, 2014, following the capital injection by five new corporate shareholders, our registered capital was increased from RMB3,696,005,200 to RMB4,396,005,200 divided into 4,396,005,200 Domestic Shares of nominal value of RMB1.00 each, which was credited as fully paid up. Save as disclosed above, within the two years preceding the date of this [REDACTED], there has been no alteration in our registered capital. There were certain incidents of non-compliance in the course of our establishment and subsequent registered capital changes and share transfers, including incomplete asset appraisal procedures, cross shareholdings, unqualified shareholders, unverified shareholders, non- compliant share transfers, share transfers with incomplete documentation and incomplete – VII-1 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ЉWARNINGЉ ON THE COVER OF THIS DOCUMENT APPENDIX VII STATUTORY AND GENERAL INFORMATION procedures relating to state-owned assets appraisal during the registered capital increases. We have taken necessary measures to rectify such non-compliances, which measures have been approved or acknowledged by competent regulatory authorities, including the CBRC Liaoning Bureau and the Business Administrative Department of the PBOC Shenyang Branch. The Liaoning Provincial Government and the Shenyang Municipal Government have acknowledged that our establishment, the historical registered capital increases and decreases and share transfers have in general been in compliance with applicable laws and regulations, and that in the event of any future dispute or other issues arising out of such non-compliances, the relevant authority of the Shenyang Municipal Government will coordinate to have them resolved. As a result, the foregoing non-compliances would not have a substantial adverse effect on the Listing. According to the opinion of our PRC legal advisor, Tian Yuan Law Firm, the foregoing non-compliances would not have a material adverse effect on our valid existence or the certainty and stability of our shareholding structure, and therefore would not have a substantial adverse effect on the Listing. Immediately after [REDACTED], our registered capital will be [REDACTED], consisting of [REDACTED] Domestic Shares and [REDACTED] H Shares, which represent approximately [REDACTED] and [REDACTED] of the registered capital, respectively (assuming [REDACTED] is not exercised). C. Restriction on Share Repurchase For details of the restrictions on the share repurchase by our Bank, please see the section entitled Appendix V – “Summary of Articles of Association – Power of Our Bank to Repurchase Our Own Shares”. D. Resolution of Our Shareholders Resolutions were passed by our shareholders on April 26, 2014, pursuant to which, among other matters, our shareholders: (a) approved the conversion of our company into an overseas subscription joint stock company; (b) approved the issuance and offering of H Shares and the granting of [REDACTED]; (c) approved the listing of H Shares on the Hong Kong Stock Exchange; and (d) authorized our Board of Directors to handle all matters relating to the listing of our H Shares. – VII-2 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ЉWARNINGЉ ON THE COVER OF THIS DOCUMENT APPENDIX VII STATUTORY AND GENERAL INFORMATION 2. OUR SUBSIDIARIES AND CHANGES IN THE SHARE CAPITAL OF OUR SUBSIDIARIES Our subsidiaries are set forth in the Accountants’ Report, the full text of which is set out in Note 21 of Appendix I – “Accountants’ Report”. (a) On February 9, 2009, Shenyang Shenbei Fumin Village Bank Co., Ltd. (瀋陽瀋北富 民村鎮銀行), a company incorporated in the PRC, commenced business with a total registered capital of RMB150 million, 20% of which is directly held by us. (b) On June 25, 2010, Shenyang Xinmin Fumin Village Bank Co., Ltd. (瀋陽新民富民 村鎮銀行), a company incorporated in the PRC, commenced business with a total registered capital of RMB30 million, 20% of which is directly held by us. (c) On October 26, 2010, Shenyang Faku Fumin Village Bank Co., Ltd. (瀋陽法庫富民 村鎮銀行), a company incorporated in the PRC, commenced business with a total registered capital of RMB30 million, 20% of which is directly held by us. (d) On November 26, 2010, Shenyang Liaozhong Fumin Village Bank Co., Ltd. (瀋陽 遼中富民村鎮銀行), a company incorporated in the PRC, commenced business with a total registered capital of RMB30 million, 20% of which is directly held by us. (e) On August 17, 2011, Ningbo Jiangbei Fumin Rural Bank Co., Ltd. (寧波江北富民 村鎮銀行), a company incorporated in the PRC, commenced business with a total registered capital of RMB100 million, 30% of which is directly held by us. (f) On September 9, 2011, Shanghai Baoshan Fumin Rural Bank Co., Ltd. (上海寶山富 民村鎮銀行), a company incorporated in the PRC, commenced business with a total registered capital of RMB150 million, 40% of which is directly held by us. Save as disclosed above, there has been no alteration in the registered capital of our subsidiaries within the two years preceding the date of this [REDACTED]. – VII-3 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ЉWARNINGЉ ON THE COVER OF THIS DOCUMENT APPENDIX VII STATUTORY AND GENERAL INFORMATION 3. FURTHER INFORMATION ABOUT OUR BUSINESS A. Summary of our material contracts We have entered into the following contracts (not being contracts entered into in our ordinary course of business) within the two years preceding the date of this [REDACTED], which are or may be material: (a) a share subscription agreement dated September 30, 2013, entered into between Dalian Hesheng Holding Co., Ltd. (大連和升控股集團有限公司) and us in Chinese language, pursuant to which we agreed to issue, and Dalian Hesheng Holding Co., Ltd. agreed to subscribe for, 100,000,000 Shares for a cash consideration of RMB550,000,000; (b) a share subscription agreement dated September 30, 2013, entered into between Changchun Qianyuan Real Estate Development and Construction Co., Ltd. (長春乾 源房地產開發建設有限公司) and us in Chinese language, pursuant to which we agreed to issue, and Changchun Qianyuan Real Estate Development and Construction Co., Ltd. agreed to subscribe for, 80,000,000 Shares for a cash consideration of RMB440,000,000; (c) a share subscription agreement dated September 30, 2013, entered into between Dalian Hydraulic Machinery Co., Ltd. (大連液力機械有限公司) and us in Chinese language, pursuant to which we agreed to issue, and Dalian Hydraulic Machinery Co., Ltd. agreed to subscribe for, 70,000,000 Shares for a cash consideration of RMB385,000,000; (d) a share subscription agreement dated October 11, 2013, entered into between Beijing Zhaotai and us in Chinese language, pursuant to which we agreed to issue, and Beijing Zhaotai agreed to subscribe for, 300,000,000 Shares for a cash consideration of RMB1,650,000,000; (e) a share subscription agreement dated October 11, 2013, entered into between Beijing Aojitong Investment (Group) Co., Ltd. (北京奧吉通投資(集團)有限公司) and us in Chinese language, pursuant to which we agreed to issue, and Beijing Aojitong Investment (Group) Co., Ltd. agreed to subscribe for, 150,000,000 Shares for a cash consideration of RMB825,000,000; (f) [REDACTED] – VII-4 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ЉWARNINGЉ ON THE COVER OF THIS DOCUMENT APPENDIX VII STATUTORY AND GENERAL INFORMATION (g) [REDACTED] (h) [REDACTED] (i) [REDACTED] (j) [REDACTED] (k) the Hong Kong Underwriting Agreement.
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