History and Operational Reform
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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. HISTORY AND OPERATIONAL REFORM OUR HISTORY 3rd Sch(1) 3rd Sch(21) 3rd Sch(29) S.342(1)(a)(ii) TA16(i) Our Bank was established and started our banking business on January 22, 1997 in Jinzhou, LR19A.42(57) GL49-13 Liaoning Province, the PRC, as Jinzhou City Cooperative Bank Co., Ltd.* (錦州城市合作銀行股份有 para.3.3(a) and (b) 限公司). According to the Notice of the State Council on Establishing City Cooperative Banks*《國 ( 務院關於組建城市合作銀行的通知》) in September 1995, with approvals of the PBOC and the People’s Government of Jinzhou City, our Bank was promoted and established jointly by 15 legal entities and 851 individuals from 16 urban credit cooperatives* (城市信用社) in Jinzhou (including Jinzhou Urban Credit Union* (錦州市城市信用聯社)), by using net assets of the 16 urban credit cooperatives in Jinzhou. Our then share capital was approximately RMB114.61 million. In 1998, the PBOC and the SAIC jointly issued a circular requiring all existing city cooperative banks in the PRC that were in operation to be renamed with names ending with “city commercial bank company limited”. Accordingly, we changed our name to Jinzhou City Commercial Bank Co., Ltd.* (錦州市商業銀行股份有限公司) on September 29, 1998. With the approval of the CBRC, on June 3, 2008, the name of our Bank was further changed to Bank of Jinzhou Co., Ltd. (錦州銀行股份有限公司). Changes in Our Share Capital and Increase of Shareholders TA16(ii) Since the establishment of our Bank, in order to ensure our capital sufficiency and support our business development, the share capital of our Bank has increased several times mainly by way of (i) capital contributions made by shareholders; (ii) capitalization of undistributed profits; and (iii) acquisition of credit cooperatives where our shares were used as consideration. As of the Latest Practicable Date, the share capital of our Bank was RMB4,402,233,866 and our Bank had issued a total of 4,402,233,866 Domestic Shares with a nominal value of RMB1.00 each. The changes in our share capital since our establishment are summarized below: Year Changes in Share Capital 1998 & 1999.. Our share capital was increased by RMB13,900 from approximately RMB114.61 million to approximately RMB114.63 million following adjustments to the issued shares held by nine individual shareholders. 2002 .............. Our share capital was increased by RMB43 million to approximately RMB157.63 million, through capital contributions by five corporate shareholders. 2004 .............. Our share capital was increased by approximately RMB15.23 million to RMB172.86 million through capitalization of undistributed profits for the year 2003. — 159 — 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. HISTORY AND OPERATIONAL REFORM Year Changes in Share Capital 2005 .............. Our share capital was increased by approximately RMB9.48 million to approximately RMB182.34 million through the acquisition of 12 urban credit cooperatives with our shares issued as consideration. Our share capital was further increased by RMB83 million to approximately RMB265.34 million through capital contributions by 11 corporate shareholders and 420 individual shareholders. Our share capital was further increased by RMB56 million to approximately RMB321.34 million through capital contributions by two corporate shareholders. Our share capital was further increased by approximately RMB10.81 million to approximately RMB332.15 million through the capitalization of undistributed profits of the year 2004 after deducting the profits distributable to one of our then existing shareholders. 2006 .............. Our share capital was increased by approximately RMB160.18 million to approximately RMB492.33 million through capital contributions by 17 corporate shareholders and 1,648 individual shareholders. Our share capital was further increased by approximately RMB17.03 million to approximately RMB509.36 million through the capitalization of undistributed profits for the year 2005 after deducting the profits distributable to two of our then existing corporate shareholders. As confirmed in the confirmation letters issued by such two corporate shareholders on 8 August 2006, such two corporate shareholders agreed that the profits distributable to them for the year 2005 should not be capitalized. 2007 .............. Our share capital was increased by approximately RMB233.27 million to approximately RMB742.64 million through capital contributions by Jinzhou Finance Bureau and 17 corporate shareholders. Our share capital was further increased by RMB10 million to approximately RMB752.64 million through capital contributions by one corporate shareholder. 2008 .............. Our share capital was increased by RMB10 million to approximately RMB762.64 million through capital contributions by one corporate shareholder. Our share capital was further increased by approximately RMB3.60 million to approximately RMB766.24 million through the capitalization of the undistributed profit distribution to aforementioned two corporate shareholders for the year 2005. Our share capital was further increased by RMB319.70 million to approximately RMB1,085.93 million through capital contributions by 37 corporate shareholders. Our share capital was further increased by RMB195.00 million to approximately RMB1,280.93 million through capital contributions by seven corporate shareholders. — 160 — 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. HISTORY AND OPERATIONAL REFORM Year Changes in Share Capital 2009 .............. Our share capital was increased by RMB909.50 million to approximately RMB2,190.43 million through capital contributions by Jinzhou Finance Bureau and 36 corporate shareholders. 2010 .............. Our share capital was increased by RMB586.80 million to approximately RMB2,777.23 million through capital contributions by 15 corporate shareholders. Our share capital was further increased by RMB995.00 million to approximately RMB3,772.23 million through capital contributions by 18 corporate shareholders. 2012 .............. Our share capital was further increased by RMB130.00 million to approximately RMB3,902.23 million through capital contributions by two corporate shareholders. 2014 .............. Our share capital was further increased by RMB500 million to approximately RMB4,402.23 million through capital contributions by four corporate shareholders. BUSINESS MILESTONES 3rd Sch(21) TA16(ii) GL49-13 para.3.3(a) From our establishment on January 22, 1997 to the Latest Practicable Date, we established 12 branches across Beijing, Tianjin, Liaoning Province and Heilongjiang Province, under which we had 168 sub-branches and one special institution (small enterprise financial service centre). Our Bank had four subsidiaries and had established business relationships with 544 agent banks and 15 deposit-taking banks as of the Latest Practicable Date. Key business milestones of our business development are set out below: Year Event 1997 .............. We obtained our financial institution license. 1999 .............. We launched our debit card business. 2002 .............. We joined national bank card system and launched our inter-bank card business. We launched our acceptance bill business. 2004 .............. As of December 31, 2004, the deposit balance of our Bank reached RMB10 billion. 2005 .............. We launched a self-servicing payment business named Jiaofeitong (繳費通). We launched our foreign exchange business. 2007 .............. We issued subordinated bonds in the aggregate principal amount of RMB500 million with a term of 10 years. — 161 — 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. HISTORY AND OPERATIONAL REFORM Year Event We obtained approval from the CBRC for the personal insurance agency business. We obtained approval from the CBRC for the acquisition of Fushun Urban Credit Cooperative* (撫順城市信用社) and Dandong Urban Credit Cooperative* (丹東城市信用社), indicating the beginning of our cross-regional operations. 2008 .............. We expanded our operation beyond Liaoning Province by officially establishing the Tianjin branch. 2009 ............. We launched the operation of the enterprise internet banking system. 2010 ............. Our Harbin branch was officially established. We obtained approval from the CBRC for the issuance of civil service cards (公務卡) to civil servants. 2011 ............. Our Beijing branch was officially established. We launched the operation of our internet banking system for individual customers. We obtained approval from the PBOC for the cross-border RMB settlement business. 2012 .............. We launched the operation of our mobile banking system for individual customers. We enabled our customers to make quick payment from their debit cards via Alipay. 2013 ............. The balance of our 7777 cards exceeded RMB10 billion and the number of cards issued exceeded 1.3 million as of April 30, 2013. 2014 .............. We issued tier 2 capital bonds in the aggregate principal amount of RMB1.5 billion. 2015 .............. We launched the operation of China domestic