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Announcement on Resolutions Made on the Third Interim Meeting of the Fourth Board of Directors of China Minsheng Banking Corp.,Ltd.

2007-10-8

 

 

Our corporation and all members of the Board of Directors guarantee that the contents of this notice are true, accurate and complete, and shall assume joint liability for false record, misguiding statement or significant omissions in the notice.

The third interim meeting of the fourth board of directors of our corporation has voted through telecommunication means, the deadline for voting is September 27, 2007; the meeting notice has been emailed on September 21, 2007. 18 voting forms have been issued to all members of the board, and all 18 forms have been collected back. The meeting complies with the provisions of the “Company Law” and the “Corporate Charter”, and the resolutions resulted from voting are lawful and effective.
Through voting the meeting has passed the following resolutions:

I. Resolution on Participating into Non-Public Issuance of Common A-Shares of Shaanxi International Trust & Investment Corp., Ltd.

We agree that our corporation can subscribe 143 million shares of non-publicly issued common A-shares of Shaanxi International Trust & Investment Corp., Ltd. with cash, and the subscription price is RMB 16.38/share, and the total amount to be paid is around RMB 2.34 billion, and the locking period is 36 months. After the increased issuance, our share-holding percentage is 26.58%. After the existing largest shareholder Shaanxi Expressway Construction Group reduced its shares, our corporation has also become the largest shareholder.

The board has authorized the management to sign the investment-related agreement and handle relevant affairs to participating into the non-public issuance of A-shares of Shaanxi International Trust & Investment Corp., Ltd., including but not limited to, under the principle that the share subscription scale will remain unchanged, making minor adjustment to the subscription contract and the specific provisions of relevant agreement, signing the series of legal documents related to the subscription of this time, reporting to the securities and finance regulatory entities for approval, and signing other related documents, agreement and handling related formalities. 

The above-mentioned program must be reported to China Banking Regulatory Commission (CBRC) and China Securities Regulatory Commission (CSRC) and other regulatory department for approval.

The voting condition is: 16 for, 0 against, 2 abstentions. Director Wang Hang abstained with this reason: unable to make clear judgment on the value of the investment; Director Wang Lianzhang also abstained and did not give reason.

II. Resolution on Investing into UCBH Holdings, Inc.

The meeting agrees that our corporation invests into UCBH Holdings, Inc. (“UCBH”) by three steps. Step 1, use cash to subscribe 5.35 million new common shares that UCBH plans to issue, accounting for 4.9% of the increased equity of UCBH, and the subscription price is the average closing price of UCBH on Nasdaq during the 90 transaction days before the investment agreement is signed, and investment is around 97-145 million USD, equivalent to RMB 737-1102 million yuan; Step 2, by March 31, 2008 (it can be postponed to December 31, 2008 after discussions between both parties) increase holding the shares of UCBH to 9.9% by purchasing the newly issued shares of UCBH or old shares of some shareholders designated by UCBH. The purchasing price for new shares (if issued) is the average closing price of 90 transaction days 5 business days before the delivery date for the second step, plus 5% of premium (the percentage changes between the average price of the first step and the second step, and the percentage changes of KRX index (banking index of the Keefe, Bruyette & Woods region of USA) in the same period, if the arithmetical difference between the two is higher than 20%, then the premium will be reduced to 0%), the added investment is around USD 115 – 172 million, equivalent to RMB 874-1,307 million yuan; Step 3, our corporation has the right but no obligation to increase share holding to 20% through purchasing new or old shares. The purchasing price for new shares (if issued) is the average closing price of 90 transaction days 5 business days before the delivery date for the third step, plus 15% of premium (the percentage changes between the average price of the first step and the third step, and the percentage changes of KRX index in the same period, if the arithmetical difference between the two is higher than 20%, then the premium will be reduced to 10%; if higher than 35%, then the premium will be reduced to 5%; if higher than 50%, the premium will be reduced to 0%). Three years after signing the investment agreement, the shares held by our corporation will remain unchanged.

 

 

 

 

 

 

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