英文版-左_6_OP.pdf 1 21/11/15 上午3:42 C M Y CM MY CY CMY K IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. 錦州銀行股份有限公司 Bank of Jinzhou Co., Ltd.* (a joint stock company incorporated in the People’s Republic of China with limited liability) GLOBAL OFFERING Number of Offer Shares under the : 1,320,000,000 H Shares (comprising Global Offering 1,200,000,000 H Shares to be offered by our Bank and 120,000,000 Sale Shares to be offered by the Selling Shareholders, subject to the Over-allotment Option) Number of International Offer Shares : 1,188,000,000 H Shares (subject to adjustment and the Over-allotment Option) Number of Hong Kong Offer Shares : 132,000,000 H Shares (subject to adjustment) Maximum Offer Price : HK$5.54 per H Share, plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : RMB1.00 per H Share Stock code : 416 Sole Sponsor Joint Global Coordinators Joint Bookrunners and Joint Lead Managers Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. A copy of this prospectus, together with the documents specified in “Appendix VIII — Documents Delivered to the Registrar of Companies and Available for Inspection” to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. We are incorporated, and substantially all of our businesses are located, in the PRC. Potential investors should be aware of the differences in the legal, economic and financial systems between the PRC and Hong Kong and the different risks relating to investment in PRC incorporated companies. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong and should take into consideration the different market nature of our H Shares. Such differences and risk factors are set out in the sections headed “Risk Factors” and “Appendix IV — Summary of Principal Legal and Regulatory Provisions” in this prospectus. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us (on behalf of ourselves and the Selling Shareholders) on the Price Determination Date. The Price Determination Date is expected to be on or about Monday, November 30, 2015 (Hong Kong time) and, in any event, not later than Thursday, December 3, 2015 (Hong Kong Time). The Offer Price will be not more than HK$5.54 and is currently expected to be not less than HK$4.64. Applicants for Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$5.54 for each Hong Kong Offer Share together with a brokerage fee of 1%, an SFC transaction levy of 0.0027% and a Hong Kong Stock Exchange trading fee of 0.005%. The Joint Global Coordinators (for themselves and on behalf of the Underwriters) may reduce the number of Hong Kong Offer Shares being offered under the Global Offering and/or the indicative Offer Price range below that stated in this prospectus (which is HK$4.64 to HK$5.54) at any time prior to the morning of the last day for the lodging of applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Such notices will also be available on the website of our Bank at www.jinzhoubank.com and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk. Further details are set out in the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares”. If, for whatever reason, the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us (on behalf of ourselves and the Selling Shareholders) are not able to agree on the Offer Price on or before Thursday, December 3, 2015, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe, or to procure applicants for the subscription for, the Hong Kong Offer Shares, are subject to termination by the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the day that trading in the H Shares commences on the Hong Kong Stock Exchange. Such grounds are set out in the section headed “Underwriting.” It is important that you refer to that section for further details. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including the risk factors set out in the section headed “Risk Factors” in this prospectus. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States and may not be offered, sold, pledged or transferred within the United States. The Offer Shares will be offered, sold or delivered outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. * Bank of Jinzhou Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking and/or deposit-taking business in Hong Kong. November 24, 2015 EXPECTED TIMETABLE(1) Latest time to complete electronic applications under the White Form eIPO service through the designated website www.eipo.com.hk (2) ................... 11:30 a.m. on Friday, November 27, 2015 Application lists of the Hong Kong Public Offering open(3) ............................. 11:45 a.m. on Friday, November 27, 2015 Latest time for lodging white and yellow Application Forms ........................... 12:00 noon on Friday, November 27, 2015 Latest time to give electronic application instructions to HKSCC(4) ............................... 12:00 noon on Friday, November 27, 2015 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s)..................... 12:00 noon on Friday, November 27, 2015 Application lists of the Hong Kong Public Offering close .............................. 12:00 noon on Friday, November 27, 2015 Expected Price Determination Date(5) ......................... Monday, November 30, 2015 Announcement of: • the Offer Price; • the level of indication of interest in the International Offering; • the level of applications of the Hong Kong Public Offering; and • the basis of allocation of the Hong Kong Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on .......................................... Friday, December 4, 2015 Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels as described in the section headed “How to Apply for Hong Kong Offer Shares — 11. Publication of Results” in this prospectus from .................. Friday, December 4, 2015 —i— EXPECTED TIMETABLE(1) A full announcement of the Hong Kong Public Offering containing the announcement and results of allocations above to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and the Bank’s website at www.jinzhoubank.com(6) from ...................... Friday, December 4, 2015 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function.................................... Friday, December 4, 2015 Dispatch of H Share certificates in respect of wholly or partially successful applications on(7) ......................... Friday, December 4, 2015 Dispatch of White Form eIPO e-Refund Payment Instructions and refund checks (if applicable) on or before ................................................. Friday, December 4, 2015 Dealings in the H Shares on the Hong Kong Stock Exchange expected to commence on ......................... Monday, December 7, 2015 Notes: (1) All dates and times refer to Hong Kong local time and dates unless otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure of the Global Offering” in this prospectus. (2) You will not be permitted to submit your application through the designated website www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close.