Prospectus Company Hong Kong Stock Exchange HKSCC U.S. Securities Act Stabilising Manager

Transcription

1 Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as those defined in the prospectus dated October 13, 2015 (the Prospectus ) issued by China Reinsurance (Group) Corporation (the Company ). Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange ) and Hong Kong Securities Clearing Company Limited ( HKSCC ) take no responsibility for the contents of this announcement, 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 announcement. This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities of the Company. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed information about the Hong Kong Public Offering and the International Offering described below before deciding whether or not to invest in the H Shares thereby offered. This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The H Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the U.S. Securities Act ). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States. Any offering of securities to be made in the United States will be made solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from the registration requirements under the U.S. Securities Act and by means of an offering memorandum that may be obtained from the issuer and that will contain detailed information about the Company and management, as well as financial statements. The H Shares are also being offered and sold outside the United States as offshore transactions in accordance with Regulation S under the U.S. Securities Act. In connection with the Global Offering, UBS AG Hong Kong Branch, as stabilising manager (the Stabilising Manager ), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilising or supporting the market price of the H Shares at a level higher than that which might otherwise prevail for a limited period after Listing Date. However, there is no obligation on the Stabilising Manager, its affiliates or any person acting for it, to conduct any such stabilising action, which, if commenced, will be conducted at the absolute discretion of the Stabilising Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilising activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. Such stabilisation action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilising) Rules, as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Potential investors should be aware that stabilising action cannot be taken to support the price of the H Shares for longer than the stabilisation period which begins on the Listing Date and is expected to expire on November 15, 2015, being the 30th day after the date of closing of the application lists under the Hong Kong Public Offering. After this date, no further stabilising action may be taken, demand for the H Shares, and therefore the price of the H Shares, could fall. 1

2 China Reinsurance (Group) Corporation (A joint stock limited company incorporated in the People s Republic of China) GLOBAL OFFERING Number of Offer Shares in the Global Offering : 5,769,890,000 H Shares (subject to the Over-allotment Option) Number of International Offer Shares : 5,192,900,000 H Shares (as adjusted after reallocation and subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 576,990,000 H Shares (as adjusted after reallocation) Offer Price : HK$2.70 per Offer Share, exclusive of 1% brokerage, SFC transaction levy of % and Stock Exchange trading fee of 0.005% Nominal value : RMB1.00 per H Share Stock Code : 1508 LR rd Sch 9 Joint Sponsors Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers 2

3 ANNOUNCEMENT OF OFFER PRICE AND ALLOTMENT RESULTS SUMMARY Offer Price and Net Proceeds The Offer Price has been determined at HK$2.70 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of % and Hong Kong Stock Exchange trading fee of 0.005%). Based on the Offer Price of HK$2.70 per H Share, the net proceeds from the Global Offering to be received by the Company, before exercise of the Over-allotment Option, after deducting the underwriting fees and commissions and estimated expenses paid or payable by the Company in relation to the Global Offering, is estimated to be approximately HK$15,126 million. The Company intends to apply such net proceeds in the manner set out in the paragraph headed Net Proceeds from the Global Offering below. Applications under the Hong Kong Public Offering The Offer Shares initially offered under the Hong Kong Public Offering have been significantly over-subscribed. A total of 55,044 valid applications have been received pursuant to the Hong Kong Public Offering for a total of 27,110,788,000 Hong Kong Offer Shares, representing approximately times of the 288,496,000 Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering. Due to the over-subscription (which is more than 50 times) in the Hong Kong Public Offering, the reallocation procedures as described in the section headed Structure of the Global Offering The Hong Kong Public Offering Reallocation in the Prospectus have been applied and the final number of Offer Shares under the Hong Kong Public Offering has been increased to 576,990,000 Offer Shares, representing approximately 10% of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option). 3

4 International Offering, Cornerstone Investors and the Over-allotment Option The Offer Shares initially offered under the International Offering were significantly over-subscribed. The final number of Offer Shares allocated to the placees under the International Offering is 5,192,900,000 Offer Shares, representing approximately 90% of the total number of Offer Shares under the Global Offering (before any exercise of the Over-allotment Option). Pursuant to the Cornerstone Investment Agreements with the Cornerstone Investors, the number of Offer Shares subscribed for by the Cornerstone Investors has now been determined. Each of (1) Great Wall Pan Asia International Investment Co., Ltd., (2) State Grid Yingda International Holdings Corporation Ltd, (3) China Development Bank International Holdings Limited and Zhuhai Hengqin Guokai Jin Yuan Investment L.P., (4) CGN Investment (HK) Co., Limited, (5) Zhongxinjian Merchant Equity Investment Co., Ltd, (6) Three Gorges Finance (HK) Limited, (7) Beijing Infrastructure Investment (Hong Kong) Limited, (8) The People s Insurance Company (Group) of China Limited, (9) China Life Insurance Company Limited, (10) Zhongchuan Investment & Development Co., Ltd, (11) Value Partners Hong Kong Limited, (12) Yi Fang Da Elite Inv. Limited, (13) Dongfeng Asset Management Co. Ltd., (14) The Prudential Insurance Company of America and (15) Estate Summer Limited has subscribed for 430,550,000 Offer Shares, 430,550,000 Offer Shares, 315,736,000 Offer Shares, 287,033,000 Offer Shares, 287,033,000 Offer Shares, 287,033,000 Offer Shares, 229,626,000 Offer Shares, 143,516,000 Offer Shares, 143,516,000 Offer Shares, 143,516,000 Offer Shares, 143,516,000 Offer Shares, 143,516,000 Offer Shares, 86,110,000 Offer Shares, 86,110,000 Offer Shares, 57,406,000 Offer Shares, respectively. The total number of Shares to be subscribed by the Cornerstone Investors is 3,214,767,000 Offer Shares which represents approximately 55.72% of the number of Offer Shares offered pursuant to the Global Offering or approximately 7.62% of the Company s total issued share capital following completion of the Global Offering, assuming that the Over-allotment Option is not exercised. Certain Offer Shares were placed to connected clients of the Joint Bookrunners and/or Joint Lead Managers within the meaning of the placing guidelines for equity securities as set out in Appendix 6 to the Listing Rules. 143,500,000 Offer Shares were placed to BHR (Shanghai) Investment Fund II, L.P., which is a connected placee of BOCI Asia Limited; 3,000,000 Offer Shares were placed to China International Capital Corporation Hong Kong Asset Management Limited, which is a connected client of CICC HKS; 4

5 11,780,000 Offer Shares were placed to UBS Switzerland AG and UBS Global Asset Management (Singapore) Ltd., each of which is a connected client of UBS AG Hong Kong Branch; 57,400,000 Offer Shares were placed to ICBC Credit Suisse Management (International) Company Limited, which is a connected client of ICBC International Capital Limited; 71,750,000 Offer Shares were placed to China Asset Management (Hong Kong) Limited, which is a connected placee of CLSA Limited; and 22,410,000 Offer Shares were placed to Hang Seng Bank, HSBC Broking Securities (Asia) Limited and The Hongkong and Shanghai Banking Corp Limited Hong Kong Private Banking Division, each of which is a connected client of The Hongkong and Shanghai Banking Corporation Limited. Certain Offer Shares were placed to certain close associates of Central Huijin and MOF pursuant to a waiver granted by the Stock Exchange. 57,400,000 Offer Shares were placed to New China Life Insurance Co., Ltd., which is a close associate of Central Huijin; and 2,800,000 Offer Shares were placed to China Huarong International Holdings Limited, which is a close associate of MOF. In connection with the Global Offering, the Company has granted the Over-allotment Option to the International Purchasers, exercisable by the International Representatives on behalf of the International Purchasers, at any time from the date of the International Purchase Agreement until November 15, 2015, being the 30th day from the last date for lodging applications under the Hong Kong Public Offering, to require the Company to allot and issue up to 865,480,000 additional Shares, representing an aggregate of approximately 15% of the Offer Shares initially available under the Global Offering, to cover over-allocations in the International Offering, if any, or to effect the permitted stabilising actions as described in the section headed Structure of the Global Offering Stabilisation in the Prospectus. There was over-allocation of 865,480,000 Shares. Such over-allocation will be covered by exercising the Over-allotment Option or by making purchases in the secondary market at prices that do not exceed the Offer Price or through deferred settlement or a combination of these means. In the event that the Over-allotment Option is exercised, an announcement will be made. As at the date of this announcement, the Over-allotment Option has not been exercised. 5

6 Results of Allocations In relation to the Hong Kong Public Offering, the Company announces that the results of allocations under the Hong Kong Public Offering, including the Hong Kong identity card numbers, passport numbers or Hong Kong business registration numbers of successful applicants (where supplied) and the number of Hong Kong Offer Shares successfully applied for under WHITE or YELLOW Application Forms, by White Form eipo and by giving electronic application instructions to HKSCC via CCASS, will be made available at the times and dates and in the manner specified below: Results of allocations for the Hong Kong Public Offering will be available from the Company s website at and the website of the Hong Kong Stock Exchange at by no later than 8:00 a.m., Friday, October 23, 2015; Results of allocations for the Hong Kong Public Offering will be available from the designated results of allocations website at on a 24-hour basis from 8:00 a.m., Friday, October 23, 2015 to 12:00 midnight, Thursday, October 29, The user will be required to key in the Hong Kong identity card/passport/hong Kong business registration number provided in his/her/its application to search for his/her/its own allocation result; Results of allocations will be available from the Hong Kong Public Offering allocation results telephone enquiry line. Applicants may find out whether or not their applications have been successful and the number of Hong Kong Offer Shares allocated to them, if any, by calling (852) between 9:00 a.m. and 10:00 p.m. from Friday, October 23, 2015 to Monday, October 26, 2015; and Special allocation results booklets setting out the results of allocations will be available for inspection during opening hours on Friday, October 23, 2015, Saturday, October 24, 2015 and Monday, October 26, 2015 at all the receiving banks designated branches and sub-branches set out in the paragraph headed Results of Allocations in this announcement. 6

7 Despatch/Collection of Share Certificates and Refund Monies Applicants who have applied for 1,000,000 Hong Kong Offer Shares or more and have provided all information required by their WHITE Application Form and applicants who have applied for 1,000,000 Hong Kong Offer Shares or more through the White Form eipo service by submitting an electronic application through the designated website and their application is wholly or partially successful, may collect their refund check(s) and/or share certificate(s) (where applicable) from the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Friday, October 23, 2015 or such other date as notified by the Company in the newspapers. Share certificates for Hong Kong Offer Shares allotted to applicants using WHITE Application Forms or White Form eipo who have applied for less than 1,000,000 Hong Kong Offer Shares or which are available but are not collected in person, are expected to be despatched to those entitled to the address specified in the relevant WHITE Application Form or in the relevant application instructions through the White Form eipo Service at their own risk on or before Friday, October 23, Wholly or partially successful applicants on YELLOW Application Form or by giving electronic application instructions to HKSCC will have their share certificate(s) issued in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participants stock accounts or the stock accounts of their designated CCASS Participants as instructed by the applicant in the YELLOW Application Form on Friday, October 23, 2015 or upon contingency, on any other date determined by HKSCC or HKSCC Nominees. Applicants applying through a designated CCASS Participant (other than a CCASS Investor Participant) should check the number of Hong Kong Offer Shares allocated to them with that CCASS participant. 7

8 Applicants using WHITE or YELLOW Application Forms who have applied for 1,000,000 Hong Kong Offer Shares or more and have provided all information required by their WHITE or YELLOW Application Forms may collect their refund cheque(s) (where applicable) from the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Friday, October 23, Refund cheques for applicants using WHITE or YELLOW Application Forms who have applied for less than 1,000,000 Hong Kong Offer Shares or which are available but are not collected in person, are expected to be despatched by ordinary post to those entitled at their own risk on or before Friday, October 23, Applicants who have applied through the WHITE Form eipo service and paid the application monies from a single bank account, refund monies (if any) will be despatched to their application payment bank account in the form of e-refund payment instructions. Applicants who have applied through WHITE Form eipo service and paid the application monies from multiple bank accounts, refund monies (if any) will be despatched to the address as specified on the WHITE Form eipo application in the form of refund cheque(s) by ordinary post and at their own risk. Refund monies (if any) for applicants giving electronic application instructions to HKSCC via CCASS are expected to be credited to the relevant applicants designated bank accounts or the designated bank accounts of their brokers or custodians on Friday, October 23, Commencement of Dealings Share certificates issued in respect of the Hong Kong Offer Shares will only become valid certificates of title at 8:00 a.m. on Monday, October 26, 2015, provided that the Global Offering has become unconditional in all respects and neither of the Underwriting Agreements has been terminated in accordance with its terms. The Company will not issue any temporary documents of title in respect of the Hong Kong Offer Shares or any receipts for sums paid on application. Dealings in the Shares on the Hong Kong Stock Exchange are expected to commence at 9:00 a.m. on Monday, October 26, The Shares will be traded in board lots of 1,000 Shares each. The stock code of the Shares is

9 OFFER PRICE The Offer Price has been determined at HK$2.70 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of % and Hong Kong Stock Exchange trading fee of 0.005%). NET PROCEEDS FROM THE GLOBAL OFFERING Based on the Offer Price of HK$2.70 per H Share, the net proceeds from the Global Offering to be received by the Company, before exercise of the Over-allotment Option, after deducting the underwriting fees and commissions and estimated expenses paid or payable by the Company in relation to the Global Offering, is estimated to be approximately HK$15,126 million. The Company intends to use the net proceeds to strength its capital base and support its business growth. APPLICATIONS UNDER THE HONG KONG PUBLIC OFFERING The Offer Shares initially offered under the Hong Kong Public Offering have been significantly over-subscribed. At the close of the application lists at 12:00 noon on Friday, October 16, 2015, a total of 55,044 valid applications pursuant to the Hong Kong Public Offering on (i) WHITE or YELLOW Application Forms, (ii) through giving electronic application instructions to HKSCC via CCASS, and (iii) to the White Form eipo Service Provider under the White Form eipo service ( for a total of 27,110,788,000 Hong Kong Offer Shares were received, representing approximately times of 288,496,000 Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering. Out of the 55,044 valid applications for a total of 27,110,788,000 Hong Kong Offer Shares: 52,831 valid applications for a total of 6,488,324,000 Shares were for Hong Kong Offer Shares with an aggregate subscription amount based on the maximum offer price of HK$2.70 per Offer Share (excluding brokerage of 1.0%, SFC transaction levy of % and Hong Kong Stock Exchange trading fee of 0.005%) of HK$5.0 million or less (equivalent to approximately times of the 144,248,000 Shares initially available for allocation in pool A of the Hong Kong Public Offering); and 9

10 2,213 valid applications for a total of 20,622,464,000 Shares were for Hong Kong Offer Shares with an aggregate subscription amount based on the maximum offer price of HK$2.70 per Offer Share (excluding brokerage of 1.0%, SFC transaction levy of % and Hong Kong Stock Exchange trading fee of 0.005%) of more than HK$5.0 million (equivalent to approximately times of the 144,248,000 Shares initially available for allocation in pool B of the Hong Kong Public Offering). Applications not completed in accordance with the instructions set out in the Application Forms have been rejected. 16 applications have been rejected due to invalid applications. 67 multiple applications or suspected multiple applications have been identified and rejected. 28 applications have been rejected due to bounced cheque. No application for more than 50% of the Hong Kong Offer Shares initially available under the Hong Kong Public Offering (that is, more than 144,248,000 Hong Kong Offer Shares) has been identified. Due to the over-subscription (which is more than 50 times) in the Hong Kong Public Offering, the reallocation procedures as described in the section headed Structure of the Global Offering Hong Kong Public Offering Reallocation in the Prospectus have been applied and the final number of Offer Shares under the Hong Kong Public Offering has been increased to 576,990,000 Offer Shares, representing approximately 10% of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option). The Hong Kong Offer Shares offered in the Hong Kong Public Offering were conditionally allocated on the basis set forth in the paragraph headed Basis of Allotment under the Hong Kong Public Offering below. INTERNATIONAL OFFERING The Company further announces that the Offer Shares initially offered under the International Offering were significantly over-subscribed. The final number of Offer Shares allocated to the placees under the International Offering comprises 5,192,900,000 Offer Shares, representing approximately 90% of the total number of Offer Shares under the Global Offering (before any exercise of the Over-allotment Option). 10

11 Based on the Offer Price of HK$2.70 per Offer Share and pursuant to the Cornerstone Investment Agreements with the Cornerstone Investors as disclosed in the section headed Our Cornerstone Investors in the Prospectus, the number of Offer Shares subscribed for by the Cornerstone Investors has now been determined as set out below: Name of Cornerstone Investor Number of H Shares subscribed Approximate % of the Offer Shares (assuming no exercise of the Over-allotment Option) Approximate % of Shares immediately following the completion of the Global Offering (assuming no exercise of the Over-allotment Option) Great Wall Pan Asia International Investment Co., Ltd. 430,550, % 1.02% State Grid Yingda International Holdings Corporation Ltd. 430,550, % 1.02% China Development Bank International Holdings Limited and Zhuhai Hengqin Guokai Jin Yuan Investment L.P. 315,736, % 0.75% CGN Investment (HK) Co., Limited 287,033, % 0.68% Zhongxinjian Merchant Equity Investment Co., Ltd 287,033, % 0.68% Three Gorges Finance (HK) Limited 287,033, % 0.68% Beijing Infrastructure Investment (Hong Kong) Limited 229,626, % 0.54% The People s Insurance Company (Group) of China Limited 143,516, % 0.34% China Life Insurance Company Limited 143,516, % 0.34% Zhongchuan Investment & Development Co., Ltd 143,516, % 0.34% Value Partners Hong Kong Limited 143,516, % 0.34% Yi Fang Da Elite Inv. Limited 143,516, % 0.34% Dongfeng Asset Management Co. Ltd. 86,110, % 0.20% The Prudential Insurance Company of America 86,110, % 0.20% Estate Summer Limited 57,406, % 0.14% Total 3,214,767, % 7.62% 11

12 Certain Offer Shares were placed to connected clients of the Joint Bookrunners and/or Joint Lead Managers within the meaning of the placing guidelines for equity securities as set out in Appendix 6 to the Listing Rules (the Placing Guidelines ), details of which are set out below. Joint Bookrunner / Joint Lead Manager BOCI Asia Limited CICC HKS UBS AG Hong Kong Branch ICBC International Capital Limited Placee(s) BHR (Shanghai) Investment Fund II, L.P. ( BHR Fund II ) China International Capital Corporation Hong Kong Asset Management Limited ( CICC AM ) UBS Switzerland AG UBS Global Asset Management (Singapore) Ltd. (collectively referred to herein as UBS Placees ) ICBC Credit Suisse Management (International) Company Limited ( ICBC CS ) Number of Offer Shares placed Approximate %ofthe Offer Shares (assuming no exercise of the Over-allotment Option) Relationship With Underwriters 143,500, % BOC International Holdings Limited, the holding company of BOCI Asia Limited, indirectly holds 14.4% of Bohai Harvest RST (Shanghai) Equity Investment Fund Management Co., Ltd, the investment manager of the BHR Fund II, who is the sole shareholder of BHR Winway Investment Management Limited. 3,000, % CICC AM is a connected client of CICC HKS 11,780, % Each of the UBS Placees is a connected client of UBS 57,400, % ICBC CS is a connected client of ICBC International Capital Limited 12

13 Joint Bookrunner / Joint Lead Manager CLSA Limited The Hongkong and Shanghai Banking Corporation Limited ( HSBC ) Placee(s) China Asset Management (Hong Kong) Limited ( ( ) ) ( China AMC (HK) ) Hang Seng Bank Limited HSBC Broking Securities (Asia) Limited The Hongkong and Shanghai Banking Corp Limited - Hong Kong Private Banking Division (collectively referred to herein as HSBC Placees ) Number of Offer Shares placed Approximate %ofthe Offer Shares (assuming no exercise of the Over-allotment Option) Relationship With Underwriters 71,750, % China AMC (HK) is a wholly-owned subsidiary of China Asset Management Company Limited ( ). China Asset Management Company Limited is owned as to 62.2% by CITIC Securities Company Limited. As CLSA Limited is an indirect wholly-owned subsidiary of CITIC Securities Company Limited, China AMC (HK) is a connected client of CLSA Limited. 22,410, % Each of the HSBC Placee is a connected client of HSBC (The BHR Fund II, CICC AM, UBS Placees, ICBC CS, China AMC (HK) and HSBC Placees together, the Connected Placees ) Each of the Joint Sponsors, the Joint Bookrunners and the Joint Lead Managers confirms that, to the best of its knowledge, the Offer Shares allocated under each of the aforementioned placements were not made on a preferential basis and that each of the Connected Placees has subscribed for the Offer Shares on behalf of clients who are independent third parties. On these bases, the Hong Kong Stock Exchange has granted consent to these placements. 13

14 Certain Offer Shares were placed to certain close associates of Central Huijin and MOF, pursuant to a waiver granted by the Stock Exchange and under the conditions set forth thereto as described in the section headed Waiver from Compliance with the Listing Rules Allocation of H Shares to Cornerstone Investors and Placees who are connected with Central Huijin and MOF, the details of which are set out below: Placee(s) Number of Offer Shares Placed Approximately % of the Offer Shares (assuming no exercise of the Over-allotment Option) Relationship with Central Huijin / MOF New China Life Insurance Co., Ltd. ( New China Life ) China Huarong International Holdings Limited ( China Huarong ) 57,400, % Central Huijin holds 32.24% of the issued share capital of New China Life 2,800, % MOF holds 77.49% of the issued share capital of China Huarong Save as disclosed above, the Directors confirm that no Offer Shares has been allocated to applicants who are connected persons (as such term is defined in the Listing Rules), Directors, Supervisors or existing Shareholders (save for disclosed in the section headed Waivers From Compliance With The Listing Rules in the Prospectus) or their respective associates within the meaning of the Listing Rules. The International Offering is in compliance with the placing guidelines for equity securities as set out in the Placing Guidelines. The Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters and their connected clients have not taken up any Offer Shares for their own benefit under the Global Offering, save as disclosed in the foregoing to any connected clients (as set out in paragraph 5(1) of the Placing Guidelines). No placee will, individually, be placed more than 10% of the enlarged issued share capital of the Company immediately after the Global Offering (before any exercise of the Over-allotment Option). As such, there will not be any new substantial shareholder (as defined in the Listing Rules) of the Company after the Global Offering. The Directors confirm that the Company has complied with the requirement of Rules 8.08(2) and 8.08(3) of the Listing Rules. The Directors further confirm that (i) the three largest public Shareholders do not hold more than 50% of the Shares held in public hands at the time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (ii) the Shares will be held by at least 300 shareholders at the time of Listing in compliance with Rule 8.08(2) of the Listing Rules. 14

15 OVER-ALLOTMENT OPTION In connection with the Global Offering, the Company has granted the Over-allotment Option to the International Purchasers, exercisable by the International Representatives on behalf of the International Purchasers, at any time from the date of the International Purchase Agreement until November 15, 2015, being the 30th day from the last date for lodging applications under the Hong Kong Public Offering, to require the Company to allot and issue up to 865,480,000 additional Shares, representing an aggregate of approximately 15% of the Offer Shares initially available under the Global Offering, to cover over-allocations in the International Offering, if any, or to effect the permitted stabilising actions as described in the section headed Structure of the Global Offering Stabilisation in the Prospectus. There was over-allocation of 865,480,000 Shares. Such over-allocation will be covered by exercising the Over-allotment Option or by making purchases in the secondary market at prices that do not exceed the Offer Price or through deferred settlement or a combination of these means. In the event that the Over-allotment Option is exercised, an announcement will be made on the Hong Kong Stock Exchange s website at and the Company s website at As at the date of this announcement, the Over-allotment Option has not been exercised. BASIS OF ALLOTMENT UNDER THE HONG KONG PUBLIC OFFERING Subject to the satisfaction of the conditions set out in the section headed Structure of the Global Offering Conditions of the Hong Kong Public Offering in the Prospectus, valid applications made by the public on WHITE or YELLOW Application Forms, under the WHITE Form eipo service and through giving electronic application instructions to HKSCC via CCASS will be conditionally allocated on the basis set out below: No. of Shares Applied for No. of Valid Applications Basis of Allotment/Ballot Approximate Percentage Allotted of the Total No. of Shares Applied for POOL A 1,000 4,609 1,000 Shares % 2,000 2,714 1,000 Shares plus 217 out of 2,714 to receive additional 1,000 Shares 54.00% 15

16 No. of Shares Applied for No. of Valid Applications Basis of Allotment/Ballot Approximate Percentage Allotted of the Total No. of Shares Applied for 3,000 3,260 1,000 Shares plus 945 out of 3,260 to receive additional 1,000 Shares 4,000 1,295 1,000 Shares plus 725 out of 1,295 to receive additional 1,000 Shares 5,000 2,164 1,000 Shares plus 1,407 out of 2,164 to receive additional 1,000 Shares 6, ,000 Shares plus 581 out of 663 to receive additional 1,000 Shares 43.00% 39.00% 33.00% 31.27% 7, ,000 Shares 28.57% 8, ,000 Shares plus 43 out of % to receive additional 1,000 Shares 9, ,000 Shares plus 52 out of 421 to receive additional 1,000 Shares 10,000 5,476 2,000 Shares plus 1,150 out of 5,476 to receive additional 1,000 Shares 15,000 1,480 2,000 Shares plus 947 out of 1,480 to receive additional 1,000 Shares 23.59% 22.10% 17.60% 20,000 3,177 3,000 Shares 15.00% 25, ,000 Shares plus 211 out of % to receive additional 1,000 Shares 30,000 1,800 3,000 Shares plus 1,080 out of 1,800 to receive additional 1,000 Shares 12.00% 35, ,000 Shares 11.43% 40,000 1,909 4,000 Shares plus 916 out of 1,909 to receive additional 1,000 Shares 11.20% 45, ,000 Shares 11.11% 50,000 2,285 5,000 Shares plus 571 out of 2,285 to receive additional 1,000 Shares 10.50% 16

17 No. of Shares Applied for No. of Valid Applications Basis of Allotment/Ballot Approximate Percentage Allotted of the Total No. of Shares Applied for 60, ,000 Shares 10.00% 70,000 1,194 6,000 Shares plus 358 out of 1,194 to receive additional 1,000 Shares 9.00% 80, ,000 Shares 8.75% 90, ,000 Shares plus 96 out of % to receive additional 1,000 Shares 100,000 4,586 8,000 Shares 8.00% 200,000 3,404 10,000 Shares 5.00% 300,000 1,540 12,000 Shares 4.00% 400,000 1,170 13,000 Shares 3.25% 500,000 1,082 14,000 Shares 2.80% 600, ,000 Shares 2.50% 700, ,000 Shares 2.29% 800, ,000 Shares 2.25% 900, ,000 Shares 2.11% 1,000,000 2,091 20,000 Shares 2.00% 52,831 17

18 No. of Shares Applied for No. of Valid Applications Basis of Allotment/Ballot Approximate Percentage Allotted of the Total No. of Shares Applied for POOL B 2,000, ,000 Shares 1.80% 3,000, ,000 Shares 1.77% 4,000, ,000 Shares 1.75% 5,000, ,000 Shares 1.72% 6,000, ,000 Shares 1.70% 7,000, ,000 Shares 1.64% 8,000, ,000 Shares 1.60% 9,000, ,000 Shares 1.54% 10,000, ,000 Shares 1.50% 20,000, ,000 Shares 1.45% 30,000, ,000 Shares 1.40% 40,000, ,000 Shares 1.31% 50,000, ,000 Shares 1.25% 60,000, ,000 Shares 1.20% 70,000, ,000 Shares 1.15% 80,000, ,000 Shares 1.10% 90,000, ,000 Shares 1.09% 100,000, ,050,000 Shares 1.05% 144,248, ,446,000 Shares 1.00% 2,213 The final number of Offer Shares comprised in the Hong Kong Public Offering is 576,990,000 Offer Shares, representing approximately 10% of the total number of the Offer Shares under the Global Offering (before any exercise of the Over-allotment Option). The number of Offer Shares comprised in the International Offering is 5,192,900,000 Offer Shares, representing approximately 90% of the total number of the Offer Shares under the Global Offering (before any exercise of the Over-allotment Option). 18

19 RESULTS OF ALLOCATIONS In relation to the Hong Kong Public Offering, the Company announces that the results of allocations under the Hong Kong Public Offering, including the Hong Kong identity card numbers, passport numbers or Hong Kong business registration numbers of successful applicants (where supplied) and the number of Hong Kong Offer Shares successfully applied for under WHITE or YELLOW Application Forms, by WHITE Form eipo and by giving electronic application instructions to HKSCC via CCASS, will be made available at the times and dates and in the manner specified below: Results of allocations for the Hong Kong Public Offering will be available from the Company s website at and the website of the Hong Kong Stock Exchange at by no later than 8:00 a.m., Friday, October 23, 2015; Results of allocations for the Hong Kong Public Offering will be available from the designated results of allocations website at on a 24-hour basis from 8:00 a.m., Friday, October 23, 2015 to 12:00 midnight, Thursday, October 29, The user will be required to key in the Hong Kong identity card/passport/hong Kong business registration number provided in his/her/its application to search for his/her/its own allocation result; Results of allocations will be available from the Hong Kong Public Offering allocation results telephone enquiry line. Applicants may find out whether or not their applications have been successful and the number of Hong Kong Offer Shares allocated to them, if any, by calling (852) between 9:00 a.m. and 10:00 p.m. from Friday, October 23 to Monday, October 26, 2015; and 19

20 Special allocation results booklets setting out the results of allocations will be available for inspection during opening hours on Friday, October 23, 2015, Saturday, October 24, 2015 and Monday, October 26, 2015 at all the receiving banks designated branches and sub-branches set out below: (1) Bank of China (Hong Kong) Limited District Branch Address Hong Kong Island Bank of China Tower Branch Sheung Wan Branch North Point (King s Centre) Branch 3/F, 1 Garden Road 252 Des Voeux Road Central King s Road, North Point Kowloon Kwai Chung Plaza Branch A18-20, G/F Kwai Chung Plaza, 7-11 Kwai Foo Road, Kwai Chung New Territories Citywalk Branch Shop 65, G/F, Citywalk, 1 Yeung Uk Road, Tsuen Wan Fo Tan Branch No.2, 1/F Shatin Galleria, Shan Mei Street, Fo Tan (2) Industrial and Commercial Bank of China (Asia) Limited District Branch Address Hong Kong Island Causeway Bay Branch Shop A on G/F, 1/F, Hennessy Apartments, 488 & 490 Hennessy Road Kowloon Hung Hom Branch Shop 2A, G/F, Hung Hom Shopping Mall, 2-34E Tak Man Street, Hung Hom Kwun Tong Branch Shop 5&6,1/F,Crocodile Center, 79 Hoi Yuen Road, Kwun Tong New Territories Tseung Kwan O Branch Shop Nos , Level 2, Metro City, Plaza II, 8 Yan King Road, Tseung Kwan O 20

21 (3) Bank of Communications Co., Ltd. Hong Kong Branch District Branch Address Hong Kong Island Hong Kong Branch 20 Pedder Street, Central Kowloon Jordan Road Sub-Branch 1/F., Booman Building, 37U Jordan Road Cheung Sha Wan Plaza Sub-Branch Unit G04 on G/F., Cheung Sha Wan Plaza, 833 Cheung Sha Wan Road New Territories Yuen Long Sub-Branch Shop 2B, G/F., Man Yu Building, 2-14 Tai Fung Street, Yuen Long (4) Wing Lung Bank Limited District Branch Address Hong Kong Island Johnston Road Branch 118 Johnston Road Kowloon Mongkok Branch Basement, Wing Lung Bank Centre, 636 Nathan Road Tsim Sha Tsui Branch 4 Carnarvon Road New Territories Shatin Plaza Branch Shop 2, Level 1, Shatin Plaza, Sha Tin Centre Street, Sha Tin, New Territories 21

22 分配結果 ( 白表 ) Results of Applications (White Form)

23 分配結果 ( 白表 ) Results of Applications (White Form)

24 分配結果 ( 白表 ) Results of Applications (White Form)