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External Investment Announcement 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 announcement are true, accurate and complete, and shall assume joint liability for false record, misguiding statement or significant omissions in the announcement.

Key Points:
Our corporation plans to subscribe 143 million common A-shares non-publicly issued by Shaanxi International Trust & Investment Corp., Ltd. (SITI) with RMB 2.342 billion of our own capital, accounting for 26.58% of the total equity of SITI after the non-public issuance is completed. The investment date is the issuance date when SITI issues the A-shares non-publicly.
The non-public issuance of SITI and our subscription still need to be approved by relevant authorities. There still exist multiple uncertain factors concerning the subscription. The board of directors of our corporation reminds the investor to be prudent over this matter.

I. Summary on External Investment

1. Basic Conditions of External Investment
On September 23, 2007, our corporation and SITI signed the shares subscription contract (will become effective after passed on the board of directors) at Xi’an, Shaanxi, and our corporation will subscribe 143 million A-shares non-publicly issued by SITI with 2.342 billion of cash according to the provisions of the shares subscription contract. The subscription of this time will not form an affiliated transaction.

2. On September 27, 2007, the third interim meeting of the fourth board of directors of our corporation passed the proposal on subscribing the common A-shares non-publicly issued by Shaanxi International Trust & Investment Corp., Ltd. by voting through telecommunication, and the voting result is: 16 for, 0 against, and 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.

3. According to the provisions of the “Corporate Charter” of our corporation, the subscription of this time need not be approved by the Shareholders’ Meeting. The non-public issuance of SITI needs to be approved by China Banking Regulatory Commission (CBRC) and be verified by China Securities Regulatory Commission.

II. Basic Conditions on the Investors of the Investment Agreement

In addition to our corporation, the investors also include two other companies: Shaanxi Yanchang Petroleum (Group) Co., Ltd. and Shaanxi Nonferrous Metals Holdings Group Co., Ltd.
Shaanxi Yanchang Petroleum (Group) Co., Ltd., legal representative: Shen Hao, registered capital: RMB 3 billion yuan, registered address: Yan An City, Shaanxi Province, and its main business is: exploration and mining of oil and natural gas resources, oil refining and petrochemical industry, oil pipelining, storage, transportation and selling, natural gas chemical industry and petrochemical industry project construction and other business.

 

 

 

 

 

 

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