Bohai Bank is the only newly established national joint stock commercial bank since the “China Commercial Banking Law” was revised in 2003; it was the first national joint stock commercial bank to introduce strategic investors from overseas during the establishment stage since 2000; it was the first national joint stock commercial bank headquartered in Tianjin. On August 16, 2005, all shareholders of Bohai Bank formally signed a sponsor agreement in Tianjin, and preparations for Bohai Bank entered the preparation stage for opening. On December 29, 2005, the China Banking Regulatory Commission approved the establishment and opening of Bohai Bank with Bank Supervision [2005] No. 337. On December 30, 2005, Bohai Bank Co., Ltd. was established in Tianjin. On February 16, 2006, Bohai Bank Co., Ltd. officially opened for business. Bohai Bank was established through a sponsorship method, with a registered capital of 5 billion yuan, and the sponsor subscribed for all shares in monetary form. Tianjin Teda Investment Holdings Co., Ltd. holds 25% of the Bank's shares; Standard Chartered Bank (Hong Kong) Limited holds 19.99% of the Bank's shares; China Ocean Transportation (Group) Corporation holds 13.67% of the Bank's shares; China Development and Investment Corporation and Baosteel Group Co., Ltd. each hold 11.67% of the Bank's shares; Tianjin Trust Co., Ltd. collects capital investment into the Bank and holds 10% of the Bank's shares; Tianjin Shanghui Investment (Holdings) Co., Ltd. holds 8% of the Bank's shares. On December 16, 2009, the 14th meeting of Bohai Bank's shareholders' meeting passed the “Bohai Bank Co., Ltd. Increase Registered Capital” resolution, which agreed to allocate 3.5 billion shares to all shareholders by allocating 7 shares for every 10 shares, with an allotment price of 1 yuan/share. The capital increase was approved by the China Banking Regulatory Commission with the “Approval on Bohai Bank's Change of Registered Capital” (Banking Supervision Report [2010] No. 101). In April 2010, the Bank completed this capital increase and share expansion, increasing its registered capital to 8.5 billion yuan. On January 17, 2011, the China Banking Regulatory Commission approved six shareholders of Tianjin Teda Investment Holdings Co., Ltd., Standard Chartered Bank (Hong Kong) Limited, China Ocean Transportation (Group) Corporation, China Ocean Transportation (Group) Corporation, China Development and Investment Corporation, Baosteel Group Co., Ltd., and Tianjin Commercial Exchange Investment (Holdings) Co., Ltd. with the “Approval of Bohai Bank's Registered Capital Increase Plan” (Banking Supervision Report [2011] No. 10) to participate in the issuer's capital increase and stock expansion. On 2011/5/10, PricewaterhouseCoopers Zhongtian Certified Public Accountants Limited issued a “Capital Inspection Report” (PricewaterhouseCoopers Zhongtian Verification (2011) No. 115) to verify the receipt of the Bank's capital increase. As of 2011/5/10, Tianjin Teda Investment Holdings Co., Ltd., Standard Chartered Bank (Hong Kong) Limited, China Ocean Transportation (Group) Corporation, China Development and Investment Corporation, Baosteel Group Co., Ltd., and Tianjin Shanghui Investment (Holdings) Co., Ltd. had paid a total of 5.355 billion yuan in capital increases of 5.355 billion yuan Receipt of account, The 595 million yuan capital increase pledged by Tianjin Trust Co., Ltd. arrived after it met the capital increase conditions stipulated by the supervisory authority. According to the China Banking Regulatory Commission's November 17, 2017 “China Banking Regulatory Commission's Approval on Issues Relating to Bohai Bank's Equity Changes and Non-public Issuance of Shares” (Bank Supervisory Report [2017] No. 363), six companies including Oceanwide Industrial Co., Ltd. took over 10% of the Bank's shares held by Tianjin Trust Co., Ltd. and completed the payment to the Bank of the unpaid capital increase of 595 million yuan purchased by Tianjin Trust Co., Ltd. on November 24, 2017. KPMG Huazhen Certified Public Accountants (Special General Partnership) completed a capital increase of 595 million yuan on November 24, 2017 work. On November 1, 2019, the Bank completed the procedures for changing the registered capital industrial and commercial registration, and the registered capital was changed to 14.45 billion yuan. The Bank's H shares were listed on the Hong Kong Stock Exchange on July 16, 2020. The issue price was determined at HK$4.80 per share sold (excluding 1% brokerage commission, 0.0027% Hong Kong Securities Regulatory Commission trading levy, and 0.005% Hong Kong Stock Exchange transaction fee). The Bank offered a total of 2,880,000,000 H shares globally. Nine cornerstone investors (each an independent third party, not a related party) subscribed to a total of 839,592,500 H shares issued by the Bank. After deducting the underwriting fees and commissions and estimated expenses payable by the Bank in respect of the global offering, excluding the impact of the exercise of overallotment rights, the net proceeds of the global offering received by the Bank were approximately HK$13,470.6 million. On August 7, 2020, the overallotment rights described in the prospectus were exercised by a joint representative (defined in the prospectus) (representing the international underwriter) for a total of 432,000,000 H shares (15% of the initial shares available for subscription under the global offering before any over-allotment rights were exercised) to (including) make up for the overallocation in the international offering. Over-allotted shares are issued and distributed at HK$4.80 per H share (excluding 1% brokerage commission, 0.0027% Hong Kong Securities Regulatory Commission trading levy and 0.005% Hong Kong Stock Exchange transaction fee). Over-allotted shares began to be listed and traded on the main board of the Hong Kong Stock Exchange on August 12, 2020. The net amount of additional proceeds received by the Bank from the issuance and allocation of overallotted shares (after deducting the underwriting expenses and commissions and estimated expenses payable by the Bank in the exercise of overallotted shares) was approximately HK$2,031.5 million, or the net price of each H-share of approximately HK$4.70. On December 24, 2020, according to the “China Banking Insurance Regulatory Commission's Approval on Bohai Bank's Change of Registered Capital” (Banking Insurance Supervision [2020] No. 916), the China Banking Insurance Regulatory Commission approved the change of the Bank's registered capital to RMB 17762 million. On December 31, 2020, the Bank completed the procedures for changing the registered capital industrial and commercial registration, and the registered capital was changed to 17.762 billion yuan. As of the date this prospectus was issued, there have been no other changes in the Bank's registered capital.
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