Overseas Investment Notice 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 assuming joint liability for false record, misguiding statement or significant omissions in the notice.
Key Points:
1. Investment Target: UCBH Holdings, Inc. of the United States of America (“UCBH”)
2. Investment Amount: USD 212 – 317 million, representing 9.9% of the total equity of the investment target.
3. Investment Purpose: Strategic Investment
Special Risks:
1. Risks inherent to the investment target
First, the economic slowdown of the United States and the Sino-US trade frictions may have impact on the income of UCBH. Second, the deposit cost of UCBH is higher, and the rising interest rate will have negative impact on its net interest income, and the fluctuations of international interest rate will also have unfavorable impact on UCBH. Third, the intensified competitions in the banking industry, especially in the American Chinese banking market that is a developmental focus of UCBH may reduce the market shares of UCBH. Fourth, the loans of UCBH are concentrated on commercial real estate loans, with real estate mortgage loans and construction loans accounting for a higher percentage in total loans, and the changes in the real estate market have close impact on the loan demands and quality of UCBH. Fifth, UCBH is a company listed on the Nasdaq, so the fluctuations of the capital in the United States and worldwide will have direct impact on the stock price of UCBH.
2. Risk that the investment may not be approved
If our corporation makes equity investment to overseas financial institutions, we need to be approved by relevant regulatory authorities of both China and America.
Failure to be approved by relevant regulatory authority may prevent this investment from proceeding smoothly.
I. Summary of Overseas Investment
1. Our corporation agrees to purchase some of the shares newly issued by UCBH with the average closing price in 90 transactions days before the investment agreement is signed, accounting for 4.9% of the total equity of UCBH. By September 31, 2008, our corporation agrees to hold more shares of UCBH through subscribing new shares or old shares sold by some shareholders designated by UCBH, accounting for 9.9% of its total issued equity. The purpose of investment is to implement the globalization strategy of our corporation. Currently CMBC has no overseas business network while UCBH has 70 branches along the eastern and western coastlines of USA, basically covering the regions where American Chinese gather. Holding the shares of UCBH lay a solid foundation for the globalization strategy of our corporation. Second, the business cooperation between CMBC and UCBH will have a synergistic effect, enabling our corporation to grasp the opportunities of increasing Sino-US cross-border trade. The transaction is not an affiliated transaction.
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