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Preference Shares


2017-11-13

With the approval of the CBRC (Yinjianfu [2014] No.563) and CSRC (Zhengjianxuke [2014] No.938), the Bank non-publicly issued RMB39.94 billion of offshore preference shares (“Offshore Preference Shares”) on 23 October 2014. With the approval of the Hong Kong Stock Exchange, such Offshore Preference Shares have been listed on the Hong Kong Stock Exchange since 24 October 2014.

Stock Name BOC 2014 PREF
Stock Code 4601
Issuance Size RMB39.94 billion
Nominal Value Per Share RMB100
Settlement Currency USD
Dividend Rate 6.75%
Listing Venue and Clearing Platform Hong Kong Stock Exchange, Euroclear / Clearstream OTC trading
Listing Date 24 October 2014

With the approvals of CBRC (Yinjianfu [2014] No. 562) and CSRC (Zhengjianxuke [2014] No. 990), the Bank made a non-public issuance of RMB32 billion Domestic Preference Shares (First Tranche) on 21 November 2014 in the domestic market. With the approval of SSE (Shangzhenghan [2014] No. 818), Domestic Preference Shares (First Tranche) have been traded on the Comprehensive Business Platform of SSE since 8 December 2014.

Stock Name 中行优1
Stock Code 360002
Issuance Size RMB32 billion
Nominal Value Per Share RMB100
Dividend Rate 6%
Trading Venue and Platform Shanghai Stock Exchange,Comprehensive Business Platform
Beginning Date of Trading 8 December 2014

The Bank made a non-public issuance of RMB28 billion Domestic Preference Shares (Second Tranche) on 13 March 2015 in the domestic market. With the approval of SSE (Shangzhenghan [2015] No. 377), Domestic Preference Shares (Second Tranche) have been traded on the Comprehensive Business Platform of SSE since 31 March 2015.

Stock Name 中行优2
Stock Code 360010
Issuance Size RMB28 billion
Nominal Value Per Share RMB100
Dividend Rate 5.5%
Trading Venue and Platform Shanghai Stock Exchange,Comprehensive Business Platform
Beginning Date of Trading 31 March 2015

I. Preference Shareholders

Number of preference shareholders as at 30 September 2017: 48 (including 47 Domestic Preference Shareholders and 1 Offshore Preference Shareholder)

Top ten preference shareholders as at 30 September 2017

Unit: Share

No.

Name of preference shareholder Number of
shares held as at the end of the reporting
period
Percentage
of total
preference shares
Type of shareholder Type of
shares
1 Bank of New York Mellon Corporation 399,400,000 39.96% Foreign legal person Offshore
Preference Shares
2 China Mobile Communications Corporation 180,000,000 18.01% State-owned Domestic 
Preference Shares
3 China National Tobacco Corporation 50,000,000 5.00% State-owned Domestic
Preference Shares
4 Zhong Wei Capital Holdings Co., Ltd. 30,000,000 3.00% State-owned Domestic 
Preference Shares 
5 Yunnan Branch of China National Tobacco Corporation 22,000,000 2.20% State-owned Domestic 
Preference Shares
6 China Life Insurance Company Limited- dividend - personal dividend - 005L - FH002SH 21,000,000 2.10% Other Domestic 
Preference Shares
7 China Shuangwei Investment Co., Ltd. 20,000,000 2.00% State-owned Domestic 
Preference Shares
7 National Social Security Fund Portfolio 304 20,000,000 2.00% Other Domestic 
Preference Shares
7 Bosera Fund - ICBC - Bosera - ICBC - Flexible Allocation No.5 Specific Multi-customer Assets Management Plan 20,000,000 2.00% Other Domestic 
Preference Shares
10 China Ping An Life Insurance Co., Ltd. - proprietary fund 19,000,000 1.90% Domestic non state-owned legal person Domestic 
Preference Shares
  • Note: The Bank of New York Mellon Corporation acted as the custodian for all the offshore preference shareholders that maintain an account with Euroclear and Clearstream as at 30 September 2017, holding 100% of the 399,400,000 Offshore Preference Shares.

II. Dividend Information

The Bank’s Preference Share dividend will be distributed on an annual basis. The first dividend period begins on the issuance date of the preference shares. Once the holders of the Preference Shares have received dividends at the specified dividend rate, they shall not be entitled to participate in the distribution of the remaining profits of the Bank together with the holders of the ordinary shares.

The Preference Share dividend is non-cumulative. If any dividend for any dividend period is cancelled in respect of the Preference Shares, such cancelled dividend shall not be carried forward to the following dividend period. The Bank shall be entitled to cancel any dividend on the Preference Shares, and such cancellation shall not constitute a default. The Bank may at its discretion use the funds arising from the cancellation of such dividend to repay other indebtedness due and payable.

Dividend payments are independent from the Bank’s rating, nor do they vary with the rating.

Dividend Distribution Information

Types of preference shares Dividend payment date Total dividend Dividend rate
Offshore Preference Shares 23 October 2015 439 (USD million, after tax) 6.75% (after tax)
Domestic Preference Shares (First Tranche) 23 November 2015 1,920 (RMB million, before tax) 6.00% (before tax)
Domestic Preference Shares (Second Tranche) 14 March 2016 1,540 (RMB million, before tax) 5.50% (before tax)
Offshore Preference Shares 24 October 2016 439 (USD million, after tax) 6.75% (after tax)
Domestic Preference Shares (First Tranche) 21 November 2016 1,920 (RMB million, before tax) 6.00% (before tax)
Domestic Preference Shares (Second Tranche) 13 March 2017 1,540 (RMB million, before tax) 5.50% (before tax)
Offshore Preference Shares 23 October 2017 439 (USD million, after tax) 6.75% (after tax)

III. Credit Rating

Offshore Preference Shares

The Offshore Preference Shares have been rated “Ba2” by Moody’s Investors Service, Inc. and “BB-” by Standard & Poor’s Rating Services.

Domestic Preference Shares

Dagong Global Credit Rating Co., Ltd. has evaluated the Bank's Domestic Preference Shares and issued the relevant credit rating reports, gave an AAA counterparty rating to the Bank and an AA+ credit rating to both the first tranche and second tranche Domestic Preference Shares with a stable outlook.

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