Shengjing Bank : ANNOUNCEMENT - COMPLETION OF THE PROPOSED SUBSCRIPTIONS AND ISSUANCE

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This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Bank.

SHENGJING BANK CO., LTD.*

盛京銀行股份有限公司*

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

(Stock Code: 02066)

ANNOUNCEMENT

COMPLETION OF THE PROPOSED SUBSCRIPTIONS AND

ISSUANCE

References are made to the Whitewash Announcement issued by Shengjing Bank Co., Ltd. (the "Bank") dated 20 June 2019 and the circular issued by the Bank dated 30 July 2019 (the "Circular") in relation to, among others, the Proposed Subscriptions and Issuance and the application for the Whitewash Waiver, and the announcement of the Bank dated 16 August 2019 in relation to, among others, the poll results of the EGM and the Class Meetings. References are also made to the announcement of the Bank dated 18 November 2019 in relation to the approval from CSRC concerning the proposed issuance of H Shares. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that all conditions in respect of the Share Subscription Agreements as set out in the Circular have been fulfilled (including the approval of the Proposed Subscriptions and Issuance and the shareholder qualification of Evergrande Nan Chang by CBIRC Liaoning Office), and the completion of the Proposed Subscriptions and Issuance took place on 28 November 2019. Pursuant to the Proposed Subscriptions and Issuance, 2,200,000,000 Domestic Shares have been issued to Evergrande Nan Chang on 28 November 2019, 400,000,000 H Shares have been issued to Zhengbo on 28 November 2019 and 400,000,000 H Shares have been issued to Future Capital on 28 November 2019. Accordingly, immediately after the completion of the Proposed Subscriptions and Issuance, the registered capital of the Bank has been increased to RMB8,796,680,200, and the total number of shares of the Bank has been increased to 8,796,680,200 shares, which was divided into 6,455,937,700 Domestic Shares and 2,340,742,500 H Shares.

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The net proceeds from the Proposed Subscriptions and Issuance (after deducting all applicable costs and expenses, including the legal fees) amounted to approximately RMB18 billion. The net proceeds from the Proposed Subscriptions and Issuance will be used to strengthen the Bank's core capital to support the ongoing growth of the Bank's business.

Details of the shareholding structure of the Bank immediately before and after the completion of the Proposed Subscriptions and Issuance (including shareholding of Directors and supervisors of the Bank) are set out below.

		Immediately before the completion of	Immediately after the completion of
		the Proposed Subscriptions and Issuance	the Proposed Subscriptions and Issuance
				Approximate	Approximate			Approximate	Approximate
				Percentage of	Percentage of			Percentage of	Percentage of
		Number of	total issued	the relevant	Number of	total issued	the relevant
	Class of Shares	Shares held	Shares	class of Shares	Shares held	Shares	class of Shares
State-owned Domestic
Shareholders	Domestic Shares	715,743,100		12.35%	16.82%	715,743,100	8.14%	11.09%
Evergrande Nan Chang and
parties acting in concert
with it	Domestic Shares	1,001,680,000	17.28%	23.54%	3,201,680,000	36.40%	49.59%
Li Yuguo1	Domestic Shares	400,000,000		6.90%		9.40%	400,000,000	4.55%	6.20%
Wu Gang2	Domestic Shares	146,149		0.0025%		0.0034%	146,149	0.0017%	0.0023%
Shi Yang3	Domestic Shares	107,684		0.0019%		0.0025%	107,684	0.0012%	0.0017%
Other Domestic Shareholders	Domestic Shares	2,138,260,767	36.89%	50.24%	2,138,260,767	24.31%	33.12%
Total Domestic Shares		4,255,937,700	73.42%	100%	6,455,937,700	73.39%	100%
Suen Cho Hung, Paul4
H Shares	20,898,500		0.36%		1.36%	20,898,500	0.24%	0.89%
Zhengbo4	H Shares	0		0%		0%	400,000,000	4.55%	17.09%
Lo Ki Yan, Karen5	H Shares	10,610,000		0.18%		0.69%	10,610,000	0.12%	0.45%
Future Capital5	H Shares	0		0%		0%	400,000,000	4.55%	17.09%
Other Public
H Shareholders	H Shares	1,509,234,000		26.04%	97.95%	1,509,234,000	17.16%	64.48%
Total H Shares		1,540,742,500		26.58%	100%	2,340,742,500	26.61%	100%
Total issued Shares		5,796,680,200		100%				8,796,680,200		100%

Notes:

1. Mr. Li Yuguo, the non-executive Director of the Bank, indirectly controls voting rights of 400,000,000 Domestic Shares.

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1. Mr. Wu Gang, the executive Director of the Bank, directly held 146,149 Domestic Shares.
2. Mr. Shi Yang, an employee representative supervisor of the Bank, directly held 107,684 Domestic Shares.
3. Mr. Suen Cho Hung, Paul, the ultimate beneficial owner of Zhengbo, directly and indirectly held in aggregate 20,898,500 H Shares representing approximately 0.36% of the total issued capital of the Bank immediately before the completion of the Proposed Subscriptions and Issuance and is deemed to be further interested in the 400,000,000 H Shares to be subscribed by Zhengbo after the completion of the Proposed Subscriptions and Issuance. Mr. Suen Cho Hung, Paul holds directly and indirectly in aggregate 420,898,500 H Shares representing approximately 4.78% of the total issued capital of the Bank after the completion of the Proposed Subscriptions and Issuance.
4. Ms. Lo Ki Yan, Karen, the ultimate beneficial owner of Future Capital, directly and indirectly held in aggregate 10,610,000 H Shares representing approximately 0.18% of the total issued capital of the Bank immediately before the completion of the Proposed Subscriptions and Issuance and is deemed to be further interested in the 400,000,000 H Shares to be subscribed by Future Capital after the completion of the Proposed Subscriptions and Issuance. Ms. Lo Ki Yan, Karen holds directly and indirectly in aggregate 410,610,000 H Shares representing approximately 4.67% of the total issued capital of the Bank after the completion of the Proposed Subscriptions and Issuance.

By order of the Board

Shengjing Bank Co., Ltd.

Zhou Zhi

Joint Company Secretary

Shenyang, Liaoning Province, China

28 November 2019

As at the date of this announcement, the executive directors of the Bank are QIU Huofa, ZHANG Qiang, WANG Yigong and WU Gang; the non-executive directors of the Bank are ZHANG Qiyang, LIU Yanxue, LI Jianwei, LI Yuguo, YUEN Wing Shing and ZHAO Weiqing; and the independent non-executive directors of the Bank are NI Guoju, KEUNG Chak, TAI Kwok Leung, Alexander, XING Tiancai and LI Jinyi.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading.

• Shengjing Bank Co., Ltd. is not an authorised institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorised to carry on banking and/or deposit-taking business in Hong Kong.

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