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MarketScreener Homepage  >  Equities  >  SHANGHAI STOCK EXCHANGE  >  China Everbright Bank    601818   CNE100000SL4

CHINA EVERBRIGHT BANK

(601818)
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China Everbright Bank : 2017 first extraordinary general meeting circ...

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02/12/2017 | 09:09pm EST
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Everbright Bank Company Limited, you should at once hand this circular together with the accompanying proxy form and the reply slip to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

中國光大銀行股份有限公司

China Everbright Bank Company Limited

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 6818) PROPOSED ISSUANCE OF DOMESTIC PREFERENCE SHARES PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCATION IMPACT OF DILUTION OF RETURNS FOR THE CURRENT PERIOD ARISING FROM ISSUANCE OF PREFERENCE SHARES ON THE KEY FINANCIAL INDICATORS AND ADOPTION OF MEASURES FOR MAKING UP THE SHORTFALL SHAREHOLDERS RETURN PLAN FOR 2017-2019 ELECTION OF DIRECTORS AND CONNECTED TRANSACTION - SUBSCRIPTION OF DOMESTIC CONVERTIBLE BONDS BY CONNECTED PERSON

The letter from the Board is set out on pages 4 to 15 of this circular.

Notices convening the EGM and the H Shareholders Class Meeting to be held at the conference room of 3rd Floor, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC on Tuesday, 28 February 2017 at 9:30 a.m., together with the relevant reply slips and proxy forms, have been sent to the Shareholders on 13 January 2017.

If you intend to appoint a proxy to attend the EGM and the H Shareholders Class Meeting, you are required to complete and return the relevant proxy forms in accordance with the instructions printed thereon. For holder of H Shares, the proxy forms should be returned to Computershare Hong Kong Investor Services Limited in person or by post not less than 24 hours before the time appointed for holding the EGM and the H Shareholders Class Meeting or any adjourned meeting thereof. Completion and return of the proxy forms will not preclude you from attending and voting in person at the EGM and the H Shareholders Class Meeting or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

11 February 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

1 INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

2 PROPOSED ISSUANCE OF DOMESTIC PREFERENCE SHARES . . . . . . . . . . . 5

  1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . . . . . . 6

  2. IMPACT OF DILUTION OF RETURNS FOR THE CURRENT PERIOD ARISING FROM ISSUANCE OF PREFERNECE SHARES ON THE KEY FINANCIAL INDICATORS AND ADOPTION OF MEASURES

FOR MAKING UP THE SHORTFALL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

5. SHAREHOLDERS RETURN PLAN FOR 2017-2019 . . . . . . . . . . . . . . . . . . . . . 7

  1. ELECTION OF MR. CAI YUNGE AS NON-EXECUTIVE DIRECTOR . . . . . . . . 7

  2. ELECTION OF MR. LIU CHONG AS NON-EXECUTIVE DIRECTOR . . . . . . . . 8

  3. CONNECTED TRANSACTION - SUBSCRIPTION OF DOMESTIC

    CONVERTIBLE BONDS BY CONNECTED PERSON . . . . . . . . . . . . . . . . . . 9

  4. EGM AND H SHAREHOLDERS CLASS MEETING . . . . . . . . . . . . . . . . . . . . . 15

10. RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . 16 LETTER FROM GRAM CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 APPENDIX I - PREFERENCE SHARES ISSUANCE PLAN . . . . . . . . . . . . . . . . . . . . 32 APPENDIX II - PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION . . . . 45 APPENDIX III - IMPACT OF DILUTION OF RETURNS FOR THE CURRENT PERIOD ARISING FROM ISSUANCE OF PREFERNECE SHARES ON THE KEY FINANCIAL INDICATORS AND ADOPTION OF MEASURES FOR MAKING UP THE SHORTFALL . . . . . . . . . . . . . . . . . . . . . . 49 APPENDIX IV - SHAREHOLDERS RETURN PLAN FOR 2017-2019 . . . . . . . . . . . . . . 61 APPENDIX V - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"A Share(s)" ordinary shares of RMB1.00 each in the share capital of the Company which are listed on the Shanghai Stock Exchange and traded in RMB

"associate(s)" has the meaning ascribed to it under the Hong Kong Listing Rules

"Articles" the articles of association of the Company as amended from time to time

"Board" the board of directors of the Company

"Capital Rules" the Capital Rules for Commercial Banks (provisional) issued by the CBRC, effective from 1 January 2013

"CBRC" China Banking Regulatory Commission

"Company"/"Bank" China Everbright Bank Company Limited (中國光大銀行股份有

限公司), a joint stock limited company incorporated in the PRC

and the H Shares and A Shares of which are listed on the Hong Kong Stock Exchange (stock code: 6818) and the Shanghai Stock Exchange (stock code: 601818), respectively

"Convertible Bonds" convertible corporate bonds in the total amount of not more than

RMB30 billion which are convertible into new A Shares, proposed to be issued by the Company in the PRC

"CSRC" China Securities Regulatory Commission

"Director(s)" the director(s) of the Company

"EGM" the first extraordinary general meeting for 2017 of the Company to be held at the conference room of 3rd Floor, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC on Tuesday, 28 February 2017 at 9:30 a.m.

"Everbright Group" China Everbright Group Limited (中國光大集團股份公司), a joint

stock company incorporated under the laws of the PRC, a substantial shareholder of the Company

"Gram Capital" or "Independent Financial Adviser"

Gram Capital Limited, a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Cap. 571 of Hong Kong Laws), being the independent financial adviser to the Independent Board Committee and the Independent Shareholders regarding the Subscription Agreement and the transactions contemplated thereunder

"H Share(s)" overseas listed foreign shares of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

"H Shareholders Class Meeting" the first H shareholders class meeting for 2017 of the Company to

be held at the conference room of 3rd Floor, Tower A, China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing, PRC on Tuesday, 28 February 2017 at 9:30 a.m. (or immediately after the conclusion or adjournment of the EGM and the first A shareholders class meeting for 2017 of the Company)

"Hong Kong" the Hong Kong Special Administrative Region of the PRC "Hong Kong Listing Rules" the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited

"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited

"Independent Board Committee" an independent committee of the Board comprising all the

independent non-executive Directors, which will be established by the Board to advise the Independent Shareholders on matters including the Subscription, the Subscription Agreement and the transactions contemplated thereunder

"Independent Shareholders" Shareholders other than those who have a material interest in the

relevant resolutions to be proposed at the EGM

"Issuance of Convertible Bonds" the issuance of Convertible Bonds (including the Subscription) by

the Company in accordance with the Proposal on Issuance of Convertible Bonds

"Latest Practicable Date" 6 February 2017

"PRC" the People's Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region and Taiwan

China Everbright Bank Co. Ltd. published this content on 13 February 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 13 February 2017 02:08:14 UTC.

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Financials (CNY)
Sales 2019 114 B
EBIT 2019 66 789 M
Net income 2019 35 733 M
Debt 2019 59 333 M
Yield 2019 4,88%
P/E ratio 2019 6,02
P/E ratio 2020 5,58
EV / Sales 2019 2,27x
EV / Sales 2020 2,20x
Capitalization 201 B
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Mean consensus HOLD
Number of Analysts 20
Average target price 3,79  CNY
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NameTitle
Hai Jiao Ge President & Executive Director
Xin Li Chairman-Supervisory Board
Xiao Peng Li Chairman
Jun Hao Wu Member-Supervisory Board
Rong Xie Independent Non-Executive Director
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