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Announcements & Notices
RESIGNATION OF NON-EXECUTIVE DIRECTOR AND PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcementCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)RESIGNATION OF NON-EXECUTIVE DIRECTOR AND PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORRESIGNATION OF NON-EXECUTIVE DIRECTORThe board of directors (the “Board”) of CHINA BOHAI BANK CO, LTD (the “Bank”) hereby announces that the Board has received a resignation letter from Mr DUAN Wenwu (“Mr DUAN”) Mr DUAN resigned as a non-executive director of the Bank and a member of the Development Strategy and Inclusive Finance Committee of the Board due to his work adjustments As considered and approved by the Board, the resignation of Mr DUAN shall become effective from the date on which the successor non-executive director is elected by the shareholders’ general meeting of the Bank and on the date such successor non-executive director obtains the qualification approval from the regulatory authority During this period, Mr DUAN will continue to perform his duties as a non-executive director of the Bank and under relevant special committee of the BoardMr DUAN has confirmed that he has no disagreement with the Board, and there are no matters relating to his resignation that need to be brought to the attention of the shareholders (“Shareholders”) or creditors of the Bank or The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) The Board expresses sincere gratitude to Mr DUAN for his contribution to the development of the Bank during his term of officePROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORThe Board is pleased to announce that, to fill the vacancy of the Board of the Bank after Mr DUAN’s resignation, as nominated by State Development & Investment Corp, Ltd, a Shareholder, and reviewed by the Nomination and Remuneration Committee of the Board, the Board proposed to appoint Ms CUI Hongqin (“Ms CUI”) as a non-executive director of the Bank and a member of the Development Strategy and Inclusive Finance Committee of the BoardThe term of office of Ms CUI Hongqin will commence from the date when she is elected as a non-executive director of the Bank by the Shareholders’ general meeting and her related appointment qualification is approved by relevant regulatory authority until expiry of the term of the sixth session of the Board of the Bank1The biographical details of Ms CUI Hongqin are set out below:Ms CUI Hongqin (崔宏琴), born in 1973, is a senior accountant with a bachelor’s degree She served as the deputy director of the Finance and Accounting Department, the deputy director and director and the secretary of the party branch of the Finance Department of State Development & Investment Corp, Ltd, the general manager and secretary of the party branch of Rongshi International Holding Company Limited (融實國際控股有限公司), and the chairperson, general manager and secretary of the party committee of SDIC Finance Co, Ltd (國投財務有限公司) She is currently the director of the Financial Business Department of State Development & Investment Corp, Ltd, and the chairperson and secretary of the party committee of SDIC Capital Co, Ltd (國投資本股份有限公司)Save as disclosed above, Ms CUI has not held any directorship in other listed companies in the past three years or any other major appointment and qualification Save as disclosed above, Ms CUI does not have any other relationships with other directors, supervisors, senior management or substantial Shareholders of the BankUpon the election of Ms CUI as a non-executive director of the Bank by the Shareholders’ general meeting and the approval of her related appointment qualification by the relevant regulatory authority, Ms CUI will enter into a service contract with the Bank Her term of office as a director will commence from the date when she is elected as a non-executive director of the Bank by the Shareholders’ general meeting and her related appointment qualification is approved by relevant regulatory authority until expiry of the term of the sixth session of the Board of the Bank Ms CUI will not receive any remuneration from the BankIn addition, Ms CUI does not have any interests in the shares of the Bank within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) Save as disclosed herein, there are no other matters in relation to the appointment of Ms CUI that need to be disclosed pursuant to Rule 1351(2) of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange nor any other matters that need to be brought to the attention of the ShareholdersBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanTianjin, ChinaOctober 10, 2025As at the date of this announcement, the Board comprises Mr WANG Jinhong and Mr QU Hongzhi as executive directors; Mr AU Siu Luen, Ms YUAN Wei, Mr DUAN Wenwu, Mr HU Aimin and Mr ZHANG Yunji as non-executive directors; and Mr TSE Yat Hong, Mr SHUM Siu Hung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong as independent non-executive directors2
OF NON-EXECUTIVE AND DIRECTOR PROPOSED
2025-10-10 22:30:07
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Announcements & Notices
PROPOSED MANDATE IN RELATION TO THE POTENTIAL VERY SUBSTANTIAL DISPOSAL THROUGH PUBLIC TENDER
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcementCHINA BOHAI BANK CO, LTD渤海銀行股份有限公司(A joint stock company incorporated in the People’s Republic of China with limited liability)(Stock Code: 9668)PROPOSED MANDATE IN RELATION TO THE POTENTIAL VERYSUBSTANTIAL DISPOSAL THROUGH PUBLIC TENDERTHE PROPOSED MANDATE AND THE PROPOSED DISPOSALIn order to optimize the Bank’s asset structure, reduce capital occupancy, and enhance the Bank’s ability to serve the real economy, on October 10, 2025, the Board has resolved to seek the Proposed Mandate, as the Bank proposes to transfer its certain legally owned assets with relatively high economic capital occupation and low liquidity by way of a public tender process, and to enter into the Assets Transfer Agreement with the final transferee Through the Proposed Disposal, the Bank may dispose of assets with relatively high economic capital occupation and low liquidity over the years at one time, and expects to significantly improve its asset quality, optimize its asset structure, reduce the occupancy of risky assets, improve its capital adequacy ratios, enhance its capital utilization and profitability, and effectively strengthen the Bank’s risk resilience, thereby further enhancing its comprehensive competitiveness and promoting sustainable developmentUpon approval of the Proposed Disposal and the Proposed Mandate by the Shareholders’ general meeting, the Bank will make further announcement(s) as and when appropriate or required in accordance with the Listing Rules in relation to the subsequent progress of the Proposed Disposal and the Proposed MandateAs the asset size involved in the Proposed Disposal is relatively large, it is difficult to complete the asset disposal by way of a single transfer, and there are uncertainties as to the time required for the arrangement and preparation of each batch of asset disposal and the conditions of implementation In order to facilitate the orderly completion of the transfer of the assets involved in the Proposed Disposal, and on the basis of the principle that it will be fully conducive to further optimizing the asset structure of the Bank and consolidating its asset quality, and the principle that the interests of the Bank and the Shareholders are protected to the maximum possible extent, the Bank proposes to seek the grant of the Proposed Mandate by the Shareholders’ general meeting for the completion of the asset transfer in batches within the Mandate Validity PeriodLISTING RULES IMPLICATIONSBased on the amount of the Initial Minimum Consideration, as one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Proposed Disposal exceed 75%, the Proposed Disposal constitutes a very substantial disposal of the Bank under Chapter 14 of the Listing Rules, and thus is subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules1As additional time is required by the Bank to prepare the information to be included in the circular, a circular containing, among other things, (i) further information of the Proposed Mandate and the Proposed Disposal; (ii) financial information of the Group; (iii) unaudited financial information of the Transferred Assets; (iv) unaudited pro forma financial information of the Group upon disposal of the Transferred Assets; (v) a notice of the Shareholders’ general meeting; and (vi) other information required under the Listing Rules, is expected to be despatched to the Shareholders on or before November 3, 2025INTRODUCTIONThe Board hereby announces that on October 10, 2025, the Board has resolved to seek the Proposed Mandate, as the Bank proposes to transfer its legally owned Transferred Assets by way of a public tender process, and to enter into the Assets Transfer Agreement with the final transfereeUpon approval of the Proposed Disposal and the Proposed Mandate by the Shareholders’ general meeting, the Bank will make further announcement(s) as and when appropriate or required in accordance with the Listing Rules in relation to the subsequent progress of the Proposed Disposal and the Proposed MandateTHE PROPOSED DISPOSAL THROUGH PUBLIC TENDERDateUpon approval of the Proposed Disposal and the Proposed Mandate by the Shareholders’ general meeting, the Bank expects to complete the Proposed Disposal in batches within the Mandate Validity Period, and the specific date of the transfer transaction for each batch will be determined by the Bank at its discretion having regard to the actual situation of the preparation work for the transfer of assets in each batch, and the Bank will make further announcement(s) as and when appropriate or required in accordance with the Listing Rules in relation to the subsequent progress of the Proposed Disposal and the Proposed MandatePublic tenderAccording to the relevant provisions of the regulatory documents issued by the Ministry of Finance and the then China Banking Regulatory Commission, in order to realize the principles of openness and transparency, competitive selection and value maximization, the Bank will adopt the method of public tender on the Equity Exchange for the Proposed Disposal2Public tender process in relation to the Proposed Disposal(1) In order to proceed with a formal public tender process in relation to the Proposed Disposal, the Bank will submit to the Equity Exchange an application for information disclosure, the identification documents of the transferor, the internal decision-making documents of the transferor, proof of ownership documents of the Transferred Assets and other related information in relation to the Proposed Disposal upon approval by the Shareholders’ general meeting(2) The Equity Exchange shall publish a public notice on the transfer information upon reviewing the relevant materials, which shall in principle take no less than five working days, with the day following the date of publication as the commencement date(3) A potential transferee shall submit an application for the transfer to the Equity Exchange before the final date for publication of transfer information (which shall in principle be no less than five working days after the day following the date of publication) and submit the relevant materials (including the payment of security deposit) in accordance with what has been announced, and the Equity Exchange shall register the potential transferees one by one(4) After the expiry of the public notice (which shall in principle be no less than five working days after the day following the date of publication), if only one potential transferee is solicited, the transaction shall be executed by agreement (in such cases, a transaction executed by agreement is also equivalent to a transaction executed through tender) If two or more potential transferees are solicited, the Equity Exchange will arrange for online bidding for the potential transferees which have applied, and determine the final transferee After determining the final transferee, the Equity Exchange will arrange the parties to enter into a transfer agreement in accordance with the closing date of the public notice After the procedures of, among other things, subsequently concluding an agreement and fund settlement, the Equity Exchange will issue the relevant proof of transaction to both partiesProposed MandateAs the asset size involved in the Proposed Disposal is relatively large, it is difficult to complete the asset disposal by way of a single transfer, and there are uncertainties as to the time required for the arrangement and preparation of each batch of asset disposal and the conditions of implementation In order to facilitate the orderly completion of the transfer of the assets involved in the Proposed Disposal, and on the basis of the principle that it will be fully conducive to further optimizing the asset structure of the Bank and consolidating its asset quality, and the principle that the interests of the Bank and the Shareholders are protected to the maximum possible extent, the Bank proposes to seek the grant of the Proposed Mandate by the Shareholders’ general meeting for the completion of the asset transfer in batches within the Mandate Validity PeriodIn addition, according to the trading rules of the Equity Exchange, the transferor shall have completed its internal necessary decision-making procedures (including the approval procedure by the Shareholders’ general meeting) at the time of submitting the application for the asset transfer, and according to the tender and transaction process of the Equity Exchange, an asset transfer agreement can only be entered into upon the determination of the final transferee of the assets after the tender and transfer process is completed Therefore, the Bank will not be able to seek the approval by the Shareholders’ general meeting after the entering into of the Assets Transfer Agreement in accordance with the provisions of Chapter 14 of the Listing Rules, and in order to safeguard the feasibility of the transaction, the Board hereby seeks the prior approval of the Proposed Disposal and the Proposed Mandate by the Shareholders’ general meeting3The Board proposes to the Shareholders’ general meeting to authorize the Board and agrees that the Board shall further delegate to the senior management of the Bank the full authority to determine and approve all matters relating to the Proposed Disposal under the framework and principles of the Proposed Disposal as considered and approved by the Shareholders’ general meeting, including but not limited to, determining and approving the timing of the disposal of the Transferred Assets, the specific size, assets and forms of and arrangements for the disposal, matters relating to the public tender, determination of the final transferee, the entering into of the Assets Transfer Agreement and all other matters relating to the Proposed Disposal, other than matters expressly provided for in the relevant laws and regulations, and the articles of association of the Bank, or subject to voting again at a Shareholders’ general meeting based on the opinion of the relevant competent authorities Such authorities shall be valid for one year from the date of approval by the Shareholders’ general meeting (ie the Mandate Validity Period)The Directors consider that the prior submission of the Proposed Disposal and the Proposed Mandate for approval by the Shareholders’ general meeting will allow for greater flexibility and efficiency for the transaction and ensure the smooth implementation of the transaction, which is also in the interests of the Bank and the Shareholders of the Bank as a whole Upon approval by the Shareholders’ general meeting, the Bank expects to complete the public tender process for the assets to be transferred in batches and the entering into of the related Assets Transfer Agreement within the Mandate Validity PeriodParties to the major terms of the Proposed Disposal(1) The Bank, as the seller; and(2) Tianjin branch, China Cinda Asset Management Co, Ltd (中國信達資產管理股份有限公司天津市分公司); orTianjin branch, China Orient Asset Management Co, Ltd (中國東方資產管理股份有限公司天津市分公司); orTianjin branch, China Great Wall Asset Management Co, Ltd (中國長城資產管理股份有限公司天津市分公司); orTianjin branch, China CITIC Financial Asset Management Co, Ltd (中國中信金融資產管理股份有限公司天津市分公司); orTianjin JR Assets Management Co, Ltd (天津津融資產管理有限公司); orTianjin Binhai Zhengxin Assets Management Co, Ltd (天津濱海正信資產管理有限公司),as the potential transferee4The above potential transferees are all the companies with qualification for acquisition of such Transferred Assets in Tianjin, the PRC The potential transferee shall not be a connected person of the Bank as defined under Chapter 14A of the Listing Rules Save for the above potential transferees, there is no other company or organization as a potential transferee As of the date of this announcement, the Bank had not entered into any agreement with any potential transferee All or some of the aforesaid transferees may or may not participate in the public tenderAs at the date of this announcement, to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the above potential transferees and their ultimate beneficial owners are third parties independent of the Bank and its connected personsTransferred AssetsThe Transferred Assets are the legally owned debt assets of the Bank As at December 31, 2024, based on contract value and other applicable circumstances, the principal amount of the assets to be transferred amounted to approximately RMB49,937 million, their interest amount in aggregate approximately RMB10,436 million, their penalty amount in aggregate approximately RMB9,334 million, and the amount of judicial fees disbursed in aggregate approximately RMB126 millionAs at December 31, 2024, the net book value (ie the net amount of debts, net of provision of impairment of RMB8,601 million, recognized in the consolidated statement of financial position as at December 31, 2024) of the Transferred Assets was approximately RMB48,310 millionIn accordance with the accounting standards adopted by the reporting accounts of the Bank, the net book value of the Transferred Assets shall be calculated based on the following formula: Net book value = Principal balance + Balance of on-balance-sheet interest and judicial fees disbursed – Provision for impairmentAs at December 31, 2024, the assets of the Bank to be transferred involved the debts owed by 174 entities with total principal amount of RMB49,937 million They involved loans to 108 entities with principal amount of RMB31,878 million, asset management plans for 32 entities with principal amount of RMB17,009 million, notes to 32 entities with principal amount of RMB922 million, factoring to 2 entities with principal amount of RMB99 million, and letters of credit to 1 entity with principal amount of RMB29 million (one of them was involved in both loans and notes) by debt type They involved debts within 1 year (excluding 1 year) owed by 54 entities with principal amount of RMB1,224 million, debts within 1-3 years (excluding 3 years) owed by 47 entities with principal amount of RMB5,930 million, debts within 3-5 years (excluding 5 years) owed by 31 entities with principal amount of RMB15,218 million, and debts of more than 5 years (including 5 years) owed by 52 entities with principal amount of RMB27,565 million (three of them were involved in both debts within 1 year (excluding 1 year) and debts within 1-3 years (excluding 3 years); three of them were involved in both debts within 1-3 years (excluding 3 years) and debts within 3-5 years (excluding 5 years); three of them were involved in both debts within 3-5 years (excluding 5 years) and debts of more than 5 years (including 5 years); one of them was involved in both debts within 1-3 years (excluding 3 years) and debts of more than 5 years (including 5 years)) by aging5The loss before tax and net loss after tax of the Transferred Assets for the year ended December 31, 2024 were RMB64 million and RMB48 million, respectively The loss before tax and net loss after tax of the Transferred Assets for the year ended December 31, 2023 were RMB136 million and RMB102 million, respectivelyAs the process of asset transfer in batches may involve the recovery, resolution and disposal of assets, the specific assets subject to transfer may differ from the assets to be transferred as calculated as at December 31, 2024, and the actual assets subject to transfer will be based on the final tender information The final total principal amount of the Transferred Assets in batches will not exceed the currently estimated total principal amount of the Transferred AssetsIn determining the quantity and nature of assets to be transferred in each batch of the Transferred Assets, the Bank will consider relevant factors, including prevailing market conditions and sentiment at the proposed time of disposals, the expected level of potential transferees’ interest based on their understanding and value judgement of the relevant asset package, as well as capital alignment considerationsCONSIDERATIONThe final Consideration for the Transferred Assets will depend on the final bidding price in public tender The total Initial Minimum Consideration for the Transferred Assets shall be no less than approximately RMB48,883 million (representing a discount of approximately 30% to the total debts of the assets to be transferred, ie including principal amount, interests, interest penalties and judicial fees disbursed, as at December 31, 2024) The Initial Minimal Consideration is subject to factors such as the appraised value as at the benchmark date of the public tender of each batch of the assets to be transferred, the settlement and resolution, and business adjustments The appraised value of each batch of the Transferred Assets may change due to time factor and the appraised value of a batch of the Transferred Assets as at the time of the transfer shall prevail Assuming the total amount of all assets to be transferred remains unchanged, the final Consideration is expected to be no less than the total Initial Minimum Consideration as mentioned above However, in practice, due to the possibility of partial asset recovery or resolution during the process of transferring assets in batches, the final scope and total amount of the debts of the assets to be transferred may be lower than those calculated as at December 31, 2024 For this reason, the final Consideration may also differ from the current Initial Minimum Consideration, provided that it shall be no less than a discount of 30% of the final total debts of the assets to be actually transferred6Consideration determined after taking into account the following factors:(1) The Bank has estimated the expected value of payment of assets on a case-by-case basis from four aspects, including the source of payment of pledges, the source of payment of general creditor’s rights, the source of payment of guarantees and other sources of payment The initial price of the Transferred Assets is also reasonably determined based on the expected value of payment, taking into account factors such as the estimated recovery In particular, the estimated recovery mainly refers to the size of the assets recovered and the duration of the recovery subject to factors such as the conditions of the Transferred Assets and the effect of the external environment(2) The discount coefficient is determined with reference to the prevailing market conditions of the transfer of assets, in particular, the historical data on transaction prices under the conditions of asset management companies, overall industry profitability and fast realization of assets subject to transfer If the bid price offered by a potential transferee is above (inclusive) the base price of the Bank and is the highest price, such transferee will become the final transferee With reference to the discounts in the two historical transactions for asset transfer in batches disclosed by the Bank in 2024, the average discount of the transaction prices was approximately 30% off of the debt amount(3) Considering that the borrowers in respect of the debt transfer are incapable of making payments to a certain extent, and certain losses are also incurred or the principal and interest remain unable to be recovered despite the implementation of guarantees or necessary legal proceedings being taken, the completion of the debt transfer will be conducive to further adjusting the asset quality and structure, and reducing provision and impairment losses on assets under such circumstances, which will further optimize the relevant financial indicators of the Bank and improve its profitability The funds recovered from the debt transfer will be used to repay the loans and corresponding affiliated interests of the Bank, and the difference will be written off by the Bank(4) In order to minimize the loss of the Bank in the asset transfer, the Bank has determined the final proposed transfer price with reference to the prevailing market conditions and the development trends of the transfer of assets, and will determine the final price of the Transferred Assets based on the bidding through tender The final proposed transfer price through tender will be determined with reference to the prevailing market conditions and the development trends of the transfer of assets If the bid price offered by an asset management company is above (inclusive) the base price of the Bank and is the highest price, such asset management company will become the successful transfereeAccordingly, the Directors of the Bank consider that the Initial Minimum Consideration for the assets to be transferred and the manner in which it is determined are fair and reasonableThe Consideration for each batch of the assets to be transferred will be paid as a lump sum payment by the final transferee to the designated account of the Bank, within the time limit agreed in the Assets Transfer Agreement (generally within 30 days from the effective date of the Assets Transfer Agreement), in accordance with the Assets Transfer Agreement to be entered into after each batch of the assets is executed through tender, subject to the actual terms agreed upon in the Asset Transfer Agreement to be entered into after determining the final transferee7The Bank agrees to sell and the final transferee agrees to purchase all rights, interests and benefits under the Transferred Assets from the benchmark date of the actual transfer, including but not limited to:(1) all repayments, due or to become due, attributable to each individual asset under the Transferred Assets;(2) the rights to demand, claim for, recover, and receive all payable amounts relating to each individual asset under the Transferred Assets (regardless of whether they are payable by the obligor); and(3) all rights and legal remedies for giving effect to and the implementation of each individual asset under the Transferred Assets, including but not limited to litigation costs, preservation fees, attorney fees and other expenses paid by the sellerCONDITIONS PRECEDENT TO THE PROPOSED DISPOSAL AND THE ASSETS TRANSFER AGREEMENTThe conditions precedent to the Assets Transfer Agreement and the Proposed Disposal include:(i) the Bank has obtained all necessary consents and approvals for the Proposed Disposal (including the approval of it by the Shareholders at an extraordinary Shareholders’ general meeting as an ordinary resolution);(ii) the transferor has fulfilled a public transfer process in respect of the Proposed Disposal; and(iii) the transferee successfully wins the bid by way of a public transfer processCOMPLETIONUpon fulfillment of the conditions of the Assets Transfer Agreement and from the date of the full payment of the Consideration by the final transferee, all rights, interests and benefits and risks of the Bank in respect of the Transferred Assets as stipulated in the Assets Transfer Agreement shall be enjoyed and borne by the final transferee and the transfer of such rights, interests and benefits and risks shall not be conditional upon the Bank’s actual delivery of the relevant documents of the Transferred Assets or the Transferred Assets8LIABILITY FOR BREACH OF CONTRACTUnless otherwise provided in the Assets Transfer Agreement, any breach of the Assets Transfer Agreement by either party shall be deemed to be a breach of contract by the party The defaulting party shall indemnify the injured party for the actual loss incurred as a result of breach of contract by the defaulting party If both parties are in breach of contract, each party shall bear the corresponding liabilityIf the transferor has materially breached its major obligations under the Assets Transfer Agreement, resulting in the transferee being unable to exercise its major powers normally or being seriously threatened, and the transferor is still unable to eliminate the breach within five business days after receiving a breach of contract notice from the transferee, the transferor shall pay the transferee a penalty for the breach of contract of 003% of the transfer price daily, and the transferor shall make up for any losses incurred as a result of the breach of contract, provided that the above measure is not sufficient to compensate for the actual losses incurred by the transfereeIn the absence of breach of contract by the transferor, if the transferee materially breaches its payment obligation under the Assets Transfer Agreement, the transferee shall pay the transferor a penalty for the breach of contract of 003% of the transfer price dailyIf the payment of the transferee is overdue for more than 30 days, the transferor shall have the right to terminate the Assets Transfer Agreement and shall have the right to transfer the underlying assets of the transaction to another party without notice to the transferee The deposit already paid by the transferee shall be withheld by the transferor as a penalty for the breach of contract and shall not be claimed by the transferee If the transferor otherwise disposes of the underlying assets of the transaction, and the transfer price at the time of disposal is lower than the price quoted by the transferee, the difference between the two prices shall be deemed to be one of the losses suffered by the transferor as a result of the transferee’s fundamental breach of contract, and the transferee shall pay compensation to the transferor separately according to the difference between the two pricesThe liability for breach of contract shall be subject to the actual terms of the Assets Transfer Agreement entered into between the Bank and the final transferee9FINANCIAL EFFECT OF THE PROPOSED DISPOSAL ON THE BANKBased on the data as at December 31, 2024, it is estimated that, under the Proposed Disposal, (i) the Consideration receivable by the Bank is no less than approximately RMB48,883 million; and (ii) the net book value of the Transferred Assets as at December 31, 2024 is approximately RMB48,310 million, which is calculated by the sum of the balance of the debt principal amount of the Transferred Assets and their corresponding on-balance-sheet interest and judicial fees disbursed, less the provision for impairment The positive financial effect on the Bank, resulting from the above Consideration minus the net book value of the Transferred Assets, is approximately RMB573 million The above analysis is for illustrative purposes only and does not represent the actual financial performance and position of the Bank after completion of the Proposed Disposal The actual situation will be reflected in the financial statements in the Bank’s results announcement for the corresponding accounting period The above estimates may differ from the actual financial effect of the Proposed DisposalUSE OF PROCEEDS FROM THE PROPOSED DISPOSALThe proceeds from the Proposed Disposal shall be no less than approximately RMB48,883 million, which is intended to be used for the Bank’s general working capital, and can improve the Bank’s asset quality and reduce capital occupation, thereby increasing the capital adequacy ratio and enhancing its liquidityREASONS FOR AND BENEFITS OF THE PROPOSED MANDATE AND THE PROPOSED DISPOSALThe Bank has the right to transfer its assets flexibly in batches within the term and scope of the Proposed Mandate through the Proposed Mandate Through the Proposed Disposal, the Bank may dispose of assets with relatively high economic capital occupation and low liquidity over the years at one time, and expects to significantly improve its asset quality, optimize its asset structure, reduce the occupancy of risky assets, improve its capital adequacy ratios, enhance its capital utilization and profitability, effectively enhance its risk resilience, and strengthen corporate governance, thereby laying a more solid foundation for overall stable operations This will further enhance the Bank’s comprehensive competitiveness and promote sustainable development After the completion of the asset transfer, the Bank’s major operation indicators are expected to significantly improveTherefore, the Directors of the Bank, including independent non-executive Directors, believe that the Proposed Disposal is entered into on normal commercial terms in the usual and ordinary course of business of the Bank, which is fair and reasonable and in the interests of the Bank and its Shareholders as a whole10GENERALInformation on the BankThe Bank is a joint stock company incorporated in the PRC with limited liability on December 30, 2005, and its H Shares are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 9668) The Bank is principally engaged in banking business in the PRCInformation on potential transfereesChina Cinda Asset Management Co, Ltd (中國信達資產管理股份有限公司)China Cinda Asset Management Co, Ltd is a joint stock company incorporated in the PRC with limited liability (stock code of Hong Kong Stock Exchange: 1359) It is principally engaged in distressed asset management and provides customized financial solutions and differentiated asset management services to its clients through the synergistic operation of its diversified business platforms The ultimate beneficial owner of China Cinda Asset Management Co, Ltd is the State Council, which is a third party independent of the Bank and its connected personsChina Orient Asset Management Co, Ltd (中國東方資產管理股份有限公司)China Orient Asset Management Co, Ltd is a joint stock company incorporated in the PRC with limited liability It is principally engaged in comprehensive financial services including asset management, insurance, banking, securities, trust, credit rating, and overseas business The ultimate beneficial owner of China Orient Asset Management Co, Ltd is the State Council, which is a third party independent of the Bank and its connected personsChina Great Wall Asset Management Co, Ltd (中國長城資產管理股份有限公司)China Great Wall Asset Management Co, Ltd is a joint stock company incorporated in the PRC with limited liability It is principally engaged in comprehensive financial services including distressed asset management, asset management, banking, securities, insurance, trust, leasing, and investment The ultimate beneficial owner of China Great Wall Asset Management Co, Ltd is the State Council, which is a third party independent of the Bank and its connected personsChina CITIC Financial Asset Management Co, Ltd (中國中信金融資產管理股份有限公司)China CITIC Financial Asset Management Co, Ltd is a joint stock company incorporated in the PRC with limited liability (stock code of Hong Kong Stock Exchange: 2799) It is principally engaged in financial services including distressed asset management, asset management, banking, securities, trust, financial leasing, investment, futures, and consumer finance The ultimate beneficial owner of China CITIC Financial Asset Management Co, Ltd is CITIC Group Corporation (which is held as to 100% by the State Council of the People’s Republic of China), which is a third party independent of the Bank and its connected persons11Tianjin Binhai Zhengxin Asset Management Co, Ltd (天津濱海正信資產管理有限公司)Tianjin Binhai Zhengxin Asset Management Co, Ltd is a company incorporated in the PRC with limited liability It is principally engaged in acquisition and disposal of bulk distressed assets of financial companies The ultimate beneficial owner of Tianjin Binhai Zhengxin Asset Management Co, Ltd is Mr Feng Hui (馮暉), who is a third party independent of the Bank and its connected personsTianjin JRTianjin JR is a company incorporated in the PRC with limited liability on April 25, 2016 and is principally engaged in asset management, financial, legal and risk management consultancy and advisory business The ultimate beneficial owner of Tianjin JR is the State-owned Assets Supervision and Administration Commission of Tianjin Municipal People’s Government (天津市人民政府國有資產監督管理委員會) Tianjin TEDA International Holding (Group) Co, Ltd (天津市泰達國際控股(集團)有限公司) is held as to 53% by TEDA Investment Holding (Group) Co, Ltd, a substantial Shareholder of the Bank which holds 2061% equity interest in the Bank as at the date of this announcement, and as to 47% indirectly by its subsidiary, Tianjin TEDA Industrial Group Co, Ltd (天津泰達實業集團有限公司) Tianjin TEDA International Holding (Group) Co, Ltd holds approximately 67657% equity interest in Tianjin Financial Investment and Services Group Co, Ltd* (天津津融投資服務集團有限公司), which in turn holds 555% equity interest in Tianjin JR The State-owned Assets Supervision and Administration Commission of Tianjin Municipal People’s Government directly or indirectly holds an aggregate of 89634% equity interest in Tianjin Financial Investment and Services Group Co, Ltd (excluding the equity interest held by Tianjin TEDA International Holding (Group) Co, Ltd) Bangxin Assets Management Co, Ltd (邦信資產管理有限公司) holds 20% equity interest in Tianjin JR, and its ultimate beneficial owner is China Orient Asset Management Co, Ltd For its details, please refer to “Information on potential transferee – China Orient Asset Management Co, Ltd (中國東方資產管理股份有限公司)” mentioned hereinabove Tianjin Juntai Enterprise Management Co, Ltd (天津駿泰企業管理有限公司) holds 1001% equity interest in Tianjin JR, and its ultimate beneficial owner is Far East Horizon Limited, which is a company listed on the Main Board of the Hong Kong Stock Exchange (stock code: 3360) specializing in provision of innovative financial solutions to its customers Tianjin Rongyu Corporate Management Co, Ltd (天津市融鈺企業管理有限公司) holds 949% equity interest in Tianjin JR, and its ultimate beneficial owner is SASAC of the People’s Government of Tianjin Baodi (天津市寶坻區人民政府國資委) Tianjin Dongjiang Port Industry City Investment Group Co, Ltd (天津東疆港產城投資集團有限公司) holds 5% equity interest in Tianjin JR, and its ultimate beneficial owner is the Administration Committee of Tianjin Dongjiang Comprehensive Bonded Zone, a government agencyAs at the date of this announcement, to the best of the knowledge, information and belief of the Directors of the Bank, having made all reasonable enquiries, China Cinda Asset Management Co, Ltd, China Orient Asset Management Co, Ltd, China Great Wall Asset Management Co, Ltd, China CITIC Financial Asset Management Co, Ltd, Tianjin JR and Tianjin Binhai Zhengxin Asset Management Co, Ltd and their ultimate beneficial owners are third parties independent of the Bank and its connected persons12LISTING RULES IMPLICATIONSBased on the amount of the Initial Minimum Consideration, as one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Proposed Disposal exceed 75%, the Proposed Disposal constitutes a very substantial disposal of the Bank under Chapter 14 of the Listing Rules, and thus is subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing RulesTo the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the date of this announcement, no Director has a material interest in the approval of the transaction under the Proposed Disposal and the Proposed Mandate Therefore, no Director would be required to abstain from voting on the Board resolutions approving the Proposed Disposal and the Proposed MandateAccording to the trading rules of the Equity Exchange, the transferor shall have completed its internal necessary decision-making procedures (including the approval procedure by the Shareholders’ general meeting) at the time of submitting the application for the asset transfer Therefore, the Bank will not be able to seek the approval by the Shareholders’ general meeting after the entering into of the Assets Transfer Agreement in accordance with the provisions of Chapter 14 of the Listing Rules Accordingly, the Board will seek the prior approval of the Proposed Disposal and the Proposed Mandate by the Shareholders’ general meeting The Directors consider that the prior submission of the Proposed Disposal and the Proposed Mandate for approval by the Shareholders’ general meeting will allow for greater flexibility and efficiency for the transaction and ensure the smooth implementation of the transaction, which is also in the interests of the Bank and the Shareholders of the Bank as a wholeUpon completion of the transaction, the Bank will make further announcement(s) to disclose, among other things, the identity and principal business of the final transferee and its ultimate beneficial owner, as well as the payment terms of the disposal in accordance with the Listing Rules If the Proposed Disposal is not completed with a small portion of assets pending transaction upon the expiry of the Proposed Mandate, the Bank may seek to convene a Shareholders’ general meeting to approve an extension of the Mandate Validity Period (for a maximum of six months) provided that the conditions of the original mandate remain unchanged, so as to facilitate the completion of the remaining transactionsThe Company will convene the Shareholders’ general meeting to consider and, if thought fit, approve, among other things, the Proposed Mandate to be granted in advance for the Directors to enter into and complete the Proposed Disposal through the public tender13As no existing Shareholder has any material interest in the Proposed Disposal and the Proposed Mandate, no Shareholder would be required to abstain from voting on the resolutions approving the Proposed Disposal and the Proposed Mandate to be proposed at the Shareholders’ general meetingAs additional time is required by the Bank to prepare the information to be included in the circular, a circular containing, among other things, (i) further information of the Proposed Mandate and the Proposed Disposal; (ii) financial information of the Group; (iii) unaudited financial information of the Transferred Assets; (iv) unaudited pro forma financial information of the Group upon disposal of the Transferred Assets; (v) a notice of the Shareholders’ general meeting; and (vi) other information required under the Listing Rules, is expected to be despatched to the Shareholders on or before November 3, 2025The terms of the public tender have yet to be finalized and therefore may be subject to further change Completion of the potential disposal is subject to Shareholders’ approval and the completion of the public tender process The potential disposal may or may not proceed Therefore, Shareholders and potential investors of the Bank should exercise caution when dealing in the securities of the Bank The Company will make further announcement(s) in compliance with the Listing Rules as and when appropriate or requiredDEFINITIONSIn this announcement, unless the context otherwise requires, the following terms shall have the following meanings:“Assets Transfer the assets transfer agreement proposed to be entered into between the Bank Agreement” and the final transferee in relation to the Proposed Disposal for the disposal of the Transferred Assets in batches“Bank” CHINA BOHAI BANK CO, LTD (渤海銀行股份有限公司), a joint stock company incorporated in the PRC with limited liability on December 30, 2005, the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 9668)“Board” the board of Directors of the Bank“connected person(s)” has the meaning ascribed to it in the Listing Rules“Consideration” the consideration to be paid by the final transferee to the Bank in relation to the Proposed Disposal“Director(s)” the director(s) of the Bank“Domestic Share(s)” the ordinary share(s) issued by the Bank with a nominal value of RMB100 each, which are subscribed for or credited as paid up in Renminbi“Equity Exchange” a comprehensive equity exchange institution or platform legally established“Group” the Bank and its subsidiary14“H Share(s)” the overseas listed foreign share(s) issued by the Bank with a nominal value of RMB100 each, which are subscribed for and traded in Hong Kong dollars and listed and traded on the Hong Kong Stock Exchange“HK$” or “HKD” Hong Kong dollars, the lawful currency of Hong Kongor “Hong Kong dollars”“Hong Kong” the Hong Kong Special Administrative Region of the PRC“Hong Kong Stock The Stock Exchange of Hong Kong LimitedExchange”“Initial Minimum details of the definition of Initial Minimum Consideration are set out in the Consideration” description under the heading “Consideration” in this announcement“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited“Mandate Validity one year from the date of approval of the Proposed Disposal and the Period” Proposed Mandate by the Shareholders’ general meeting“Ministry of Finance” the Ministry of Finance of the People’s Republic of China“PRC” the People’s Republic of China“Proposed Disposal” the proposed disposal of the Transferred Assets by the Bank through public tender in batches by single-account transfer or batch transfer within the scope of the Proposed Mandate and the Mandate Validity Period“Proposed Mandate” a general mandate proposed to be granted in advance to the Directors (or their delegates) by the Shareholders at the Shareholders’ general meeting to proceed with and complete the Proposed Disposal through public tender, with a validity period of one year from the date of approval by the Shareholders’ general meeting“RMB” or Renminbi, the lawful currency of the PRC“Renminbi”“Share(s)” the Domestic Share(s) and H Share(s)“Shareholder(s)” the holder(s) of the Shares“Shareholders’ the Shareholders’ general meeting or any adjournment thereof to be held general meeting” by the Bank to consider and approve, among other things, the Proposed Disposal and the Proposed Mandate“Tianjin JR” Tianjin JR Assets Management Co, Ltd (天津津融資產管理有限公司), a company incorporated in the PRC with limited liability on April 25, 201615“Transferred Assets” the assets to be sold by the Bank in batches under the Assets Transfer Agreement (details are set out in the description under the heading “Transferred Assets” in this announcement), including the transferred principal amount, the corresponding interest penalties and the judicial fees disbursedBy order of the BoardCHINA BOHAI BANK CO, LTDWANG JinhongChairmanTianjin, ChinaOctober 10, 2025As of the date of this announcement, the Board comprises Mr WANG Jinhong and Mr QU Hongzhi as executive directors; Mr AU Siu Luen, Ms YUAN Wei, Mr DUAN Wenwu, Mr HU Aimin and Mr ZHANG Yunji as non-executive directors; and Mr TSE Yat Hong, Mr SHUM Siu Hung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong as independent non-executive directors16
SUBSTANTIAL TO VERY THE POTENTIAL
2025-10-10 22:28:54
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Announcements & Notices
MONTHLY RETURN OF EQUITY ISSUER ON MOVEMENTS IN SECURITIES FOR THE MONTH ENDED 30 SEPTEMBER 2025
FF301Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 30 September 2025 Status: New SubmissionTo : Hong Kong Exchanges and Clearing LimitedName of Issuer: CHINA BOHAI BANK CO, LTDDate Submitted: 08 October 2025I Movements in Authorised / Registered Share Capital1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) YesStock code (if listed) 09668 DescriptionNumber of authorised/registered shares Par value Authorised/registered share capitalBalance at close of preceding month 6,200,555,000 RMB 1 RMB 6,200,555,000Increase / decrease (-) 0 RMB 0Balance at close of the month 6,200,555,000 RMB 1 RMB 6,200,555,0002 Class of shares Other class (specify in description) Type of shares Other type (specify in description) Listed on the Exchange (Note 1) NoStock code (if listed) - Description Domestic SharesNumber of authorised/registered shares Par value Authorised/registered share capitalBalance at close of preceding month 11,561,445,000 RMB 1 RMB 11,561,445,000Increase / decrease (-) 0 RMB 0Balance at close of the month 11,561,445,000 RMB 1 RMB 11,561,445,000Total authorised/registered share capital at the end of the month: RMB 17,762,000,000Page 1 of 10 v 111FF301II Movements in Issued Shares and/or Treasury Shares1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) YesStock code (if listed) 09668 DescriptionNumber of issued shares (excluding treasury shares) Number of treasury shares Total number of issued sharesBalance at close of preceding month 6,200,555,000 0 6,200,555,000Increase / decrease (-) 0 0Balance at close of the month 6,200,555,000 0 6,200,555,0002 Class of shares Ordinary shares Type of shares Other type(specify in description) Listed on the Exchange (Note 1) NoStock code (if listed) - Description Domestic SharesNumber of issued shares (excluding treasury shares) Number of treasury shares Total number of issued sharesBalance at close of preceding month 11,561,445,000 0 11,561,445,000Increase / decrease (-) 0 0Balance at close of the month 11,561,445,000 0 11,561,445,000Page 2 of 10 v 111FF301III Details of Movements in Issued Shares and/or Treasury Shares(A) Share Options (under Share Option Schemes of the Issuer) Not applicablePage 3 of 10 v 111FF301(B) Warrants to Issue Shares of the Issuer Not applicablePage 4 of 10 v 111FF301(C) Convertibles (ie Convertible into Shares of the Issuer) Not applicablePage 5 of 10 v 111FF301(D) Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) Not applicablePage 6 of 10 v 111FF301(E) Other Movements in Issued Shares and/or Treasury Shares Not applicablePage 7 of 10 v 111FF301IV Information about Hong Kong Depositary Receipt (HDR) Not applicablePage 8 of 10 v 111FF301V Confirmations Not applicableSubmitted by: WANG JinhongTitle: Chairman(Director, Secretary or other Duly Authorised Officer)Page 9 of 10 v 111FF301Notes1 The Exchange refers to The Stock Exchange of Hong Kong Limited2 In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date"In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury"3 The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled) Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number4 Items (i) to (viii) are suggested forms of confirmation The listed issuer may amend the item(s) that is/are not applicable to meet individual cases Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 1325A / GEM Rule 1727A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return5 “Identical” means in this context:． the securities are of the same nominal value with the same amount called up or paid up;． they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respectsPage 10 of 10 v 111
ISSUER FOR SECURITIES ON IN
2025-10-09 08:36:53
Financial Reports
2025 INTERIM REPORT
REPORT INTERIM
2025-09-03 17:06:40
Announcements & Notices
MONTHLY RETURN OF EQUITY ISSUER ON MOVEMENTS IN SECURITIES FOR THE MONTH ENDED 31 AUGUST 2025
FF301 Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 31 August 2025 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: CHINA BOHAI BANK CO, LTD Date Submitted: 03 September 2025 I Movements in Authorised / Registered Share Capital 1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) Yes Stock code (if listed) 09668 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 6,200,555,000 RMB 1 RMB 6,200,555,000 Increase / decrease (-) 0 RMB 0 Balance at close of the month 6,200,555,000 RMB 1 RMB 6,200,555,000 2 Class of shares Other class (specify in description) Type of shares Other type (specify in description) Listed on the Exchange (Note 1) No Stock code (if listed) - Description Domestic Shares Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 11,561,445,000 RMB 1 RMB 11,561,445,000 Increase / decrease (-) 0 RMB 0 Balance at close of the month 11,561,445,000 RMB 1 RMB 11,561,445,000 Total authorised/registered share capital at the end of the month: RMB 17,762,000,000 Page 1 of 10 v 111 FF301 II Movements in Issued Shares and/or Treasury Shares 1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) Yes Stock code (if listed) 09668 Description Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 6,200,555,000 0 6,200,555,000 Increase / decrease (-) 0 0 Balance at close of the month 6,200,555,000 0 6,200,555,000 2 Class of shares Ordinary shares Type of shares Other type(specify in description) Listed on the Exchange (Note 1) No Stock code (if listed) - Description Domestic Shares Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 11,561,445,000 0 11,561,445,000 Increase / decrease (-) 0 0 Balance at close of the month 11,561,445,000 0 11,561,445,000 Page 2 of 10 v 111 FF301 III Details of Movements in Issued Shares and/or Treasury Shares (A) Share Options (under Share Option Schemes of the Issuer) Not applicable Page 3 of 10 v 111 FF301 (B) Warrants to Issue Shares of the Issuer Not applicable Page 4 of 10 v 111 FF301 (C) Convertibles (ie Convertible into Shares of the Issuer) Not applicable Page 5 of 10 v 111 FF301 (D) Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) Not applicable Page 6 of 10 v 111 FF301 (E) Other Movements in Issued Shares and/or Treasury Shares Not applicable Page 7 of 10 v 111 FF301 IV Information about Hong Kong Depositary Receipt (HDR) Not applicable Page 8 of 10 v 111 FF301 V Confirmations Not applicable Submitted by: WANG Jinhong Title: Chairman (Director, Secretary or other Duly Authorised Officer) Page 9 of 10 v 111 FF301 Notes 1 The Exchange refers to The Stock Exchange of Hong Kong Limited 2 In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date" In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury" 3 The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled) Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number 4 Items (i) to (viii) are suggested forms of confirmation The listed issuer may amend the item(s) that is/are not applicable to meet individual cases Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 1325A / GEM Rule 1727A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return 5 “Identical” means in this context: ． the securities are of the same nominal value with the same amount called up or paid up; ． they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects Page 10 of 10 v 111
ISSUER FOR SECURITIES ON IN
2025-09-03 16:41:10
Announcements & Notices
2025 INTERIM RESULTS ANNOUNCEMENT
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement CHINA BOHAI BANK CO, LTD 渤海銀行股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 9668) 2025 INTERIM RESULTS ANNOUNCEMENT The Board of Directors (the “Board”) of CHINA BOHAI BANK CO, LTD (the “Bank”) hereby announces the unaudited consolidated interim results of the Bank and its subsidiary for the six months ended June 30, 2025 This announcement, containing the full text of the 2025 interim report of the Bank, complies with the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited relating to information to accompany preliminary announcements of interim results PUBLICATION OF INTERIM RESULTS ANNOUNCEMENT AND INTERIM REPORT The Chinese and English versions of this results announcement will be available on the website of Hong Kong Exchanges and Clearing Limited (wwwhkexnewshk) and the website of the Bank (wwwcbhbcomcn) If there are any discrepancies in interpretations between the Chinese and English versions, the Chinese version shall prevail The printed version of the Bank’s 2025 interim report will be despatched to the holders of H shares of the Bank requiring printed copy subsequently and will be available for viewing on the website of Hong Kong Exchanges and Clearing Limited (wwwhkexnewshk) and the website of the Bank (wwwcbhbcomcn) in due course By order of the Board CHINA BOHAI BANK CO, LTD WANG Jinhong Chairman Tianjin, China August 28, 2025 As at the date of this announcement, the Board comprises Mr WANG Jinhong and Mr QU Hongzhi as executive Directors; Mr AU Siu Luen, Ms YUAN Wei, Mr DUAN Wenwu, Mr HU Aimin and Mr ZHANG Yunji as non-executive Directors; and Mr TSE Yat Hong, Mr SHUM Siu Hung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong as independent non-executive Directors
RESULTS INTERIM ANNOUNCEMENT
2025-08-28 19:48:03
Announcements & Notices
RESIGNATION OF SECRETARY TO THE BOARD OF DIRECTORS AND JOINT COMPANY SECRETARY
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement CHINA BOHAI BANK CO, LTD 渤海銀行股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 9668) RESIGNATION OF SECRETARY TO THE BOARD OF DIRECTORS AND JOINT COMPANY SECRETARY The board of directors (the “Board”) of CHINA BOHAI BANK CO, LTD (the “Bank”) hereby announces that the Board has received a resignation letter from Mr DU Gang (“Mr DU”), who resigned as the secretary to the Board and a joint company secretary of the Bank for personal reasons with effect from August 28, 2025 Mr DU has confirmed that he has no disagreement with the Board, and there are no matters relating to his resignation that need to be brought to the attention of the shareholders or creditors of the Bank or The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) The Board expresses its sincere gratitude to Mr DU for his contributions to the development of the Bank during his term of office Upon the resignation of Mr DU, Ms ZHANG Xiao, another joint company secretary of the Bank who meets the requirements of a company secretary under Rule 328 of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, will remain and act as the company secretary of the Bank The Bank will appoint the new secretary to the Board as soon as possible and publish an announcement in a timely manner in accordance with relevant regulations By order of the Board CHINA BOHAI BANK CO, LTD WANG Jinhong Chairman Tianjin, China August 28, 2025 As at the date of this announcement, the Board comprises Mr WANG Jinhong and Mr QU Hongzhi as executive Directors; Mr AU Siu Luen, Ms YUAN Wei, Mr DUAN Wenwu, Mr HU Aimin and Mr ZHANG Yunji as non-executive Directors; and Mr TSE Yat Hong, Mr SHUM Siu Hung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong as independent non-executive Directors
OF SECRETARY DIRECTORS THE AND
2025-08-28 18:52:34
Announcements & Notices
POLL RESULTS OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement CHINA BOHAI BANK CO, LTD 渤海銀行股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 9668) POLL RESULTS OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING References are made to the circular (the “Circular”) and the notice of the 2025 second Extraordinary General Meeting (the “EGM”) of CHINA BOHAI BANK CO, LTD (the “Bank”) both dated August 1, 2025 Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Circular The EGM was held at 2:00 pm on Monday, August 18, 2025 at Meeting Room 6702, China Bohai Bank Tower, 218 Haihe East Road, Hedong District, Tianjin, China The EGM was chaired by Mr WANG Jinhong, Chairman of the Bank Mr WANG Jinhong and Mr QU Hongzhi as executive Directors, Mr AU Siu Luen, Ms YUAN Wei and Mr HU Aimin as non-executive Directors, and Mr TSE Yat Hong, Mr SHUM Siu Hung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong as independent non-executive Directors, attended the EGM, but Mr DUAN Wenwu and Mr ZHANG Yunji as non-executive Directors were unable to attend the EGM due to other business engagements Computershare Hong Kong Investor Services Limited was appointed by the Bank as the scrutineer for the vote-taking at the EGM Two shareholders’ representatives and one supervisor of the Bank participated in vote counting and scrutinizing Commerce & Finance Law Offices, the Bank’s PRC legal advisor, witnessed the convening of the EGM and other relevant matters in accordance with the law, and was of the opinion that the EGM was in compliance with the relevant laws and regulations, regulatory documents and the Articles of Association 1 POLL RESULTS OF THE EGM As at the date of the EGM, the total number of issued ordinary Shares of the Bank was 17,762,000,000 Shares, comprising 11,561,445,000 Domestic Shares and 6,200,555,000 H Shares Insofar as the Bank was aware, certain Shareholder’s credit extended by the Bank was overdue, the voting rights of such Shareholder(s) at the EGM shall therefore be subject to restrictions pursuant to the Articles of Association, resulting in a total of 1,370,706,739 Domestic Shares subject to restrictions Save as disclosed above, to the best of the Board’s knowledge, information and belief, having made all reasonable enquiries, there was no restriction on any Shareholder casting votes on the proposed resolutions at the EGM; no Shareholder had a material interest in the matters considered at the EGM and was required to abstain from voting at the EGM; there were no Shares of the Bank entitling the holders to attend and abstain from voting in favour at the EGM as set out in Rule 1340 of the Listing Rules; no Shareholder was required under the Listing Rules to abstain from voting on the resolutions proposed at the EGM; no Shareholder has stated their intention in the Circular to vote against or to abstain from voting on the resolutions proposed at the EGM As at the date of the EGM, the total number of ordinary Shares entitling the Shareholders of the Bank to attend and vote on the resolutions proposed at the EGM was 16,391,293,261 Shares, comprising 10,190,738,261 Domestic Shares and 6,200,555,000 H Shares Shareholders or their proxies who attended the EGM represented, in aggregate, 13,285,857,312 voting ordinary Shares of the Bank, representing approximately 81054357% of the total voting ordinary Shares of the Bank as of the date of the EGM 2 The resolutions proposed at the EGM were voted by poll and the details of the poll result are as follows: Number of votes and percentage of total voting SPECIAL RESOLUTION Shares at the EGM (%) For Against Abstain 1 Amendments to the Articles of Association 13,112,214,830 173,642,482 0 (98693028%) (1306972%) (0000000%) Number of votes and percentage of total voting ORDINARY RESOLUTIONS Shares at the EGM (%) For Against Abstain 2 Amendments to the Rules of Procedure for Shareholders’ General Meetings 13,285,857,312 0 0 (100000000%) (0000000%) (0000000%) 3 Amendments to the Rules of Procedure for the Board of Directors 13,112,214,830 173,642,482 0 (98693028%) (1306972%) (0000000%) Number of votes and percentage of total voting SPECIAL RESOLUTION Shares at the EGM (%) For Against Abstain 4 Dissolution of the Board of Supervisors 13,285,856,827 0 485 (99999996%) (0000000%) (0000004%) As the resolutions numbered 1 and 4 were passed by more than two-thirds of the voting rights held by the Shareholders (including their proxies) attending the EGM, such resolutions were duly passed as special resolutions As resolutions numbered 2 and 3 were passed by more than half of the voting rights held by the Shareholders (including their proxies) attending the EGM, such resolutions were duly passed as ordinary resolutions By order of the Board CHINA BOHAI BANK CO, LTD WANG Jinhong Chairman Tianjin, China August 18, 2025 As at the date of this announcement, the Board comprises Mr WANG Jinhong and Mr QU Hongzhi as executive Directors; Mr AU Siu Luen, Ms YUAN Wei, Mr DUAN Wenwu, Mr HU Aimin and Mr ZHANG Yunji as non-executive Directors; and Mr TSE Yat Hong, Mr SHUM Siu Hung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong as independent non-executive Directors 3
THE SECOND EXTRAORDINARY OF GENERAL
2025-08-18 19:46:53
Announcements & Notices
NOTICE OF BOARD MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement CHINA BOHAI BANK CO, LTD 渤海銀行股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 9668) NOTICE OF BOARD MEETING The board of directors (the “Board”) of CHINA BOHAI BANK CO, LTD (the “Bank”) hereby announces that a meeting of the Board will be held on Thursday, August 28, 2025 for the purpose of, among other matters, considering and approving the interim results of the Bank and its subsidiary for the six months ended June 30, 2025 and its publication By order of the Board CHINA BOHAI BANK CO, LTD WANG Jinhong Chairman Tianjin, China August 18, 2025 As of the date of this announcement, the Board comprises Mr WANG Jinhong and Mr QU Hongzhi as executive directors; Mr AU Siu Luen, Ms YUAN Wei, Mr DUAN Wenwu, Mr HU Aimin and Mr ZHANG Yunji as non-executive directors; and Mr TSE Yat Hong, Mr SHUM Siu Hung Patrick, Ms WANG Aijian, Mr LIU Junmin, Mr LIU Lanbiao and Mr OUYANG Yong as independent non-executive directors
NOTICE OF MEETING BOARD
2025-08-18 16:45:21
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Announcements & Notices
MONTHLY RETURN OF EQUITY ISSUER ON MOVEMENTS IN SECURITIES FOR THE MONTH ENDED 31 JULY 2025
FF301 Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 31 July 2025 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: CHINA BOHAI BANK CO, LTD Date Submitted: 06 August 2025 I Movements in Authorised / Registered Share Capital 1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) Yes Stock code (if listed) 09668 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 6,200,555,000 RMB 1 RMB 6,200,555,000 Increase / decrease (-) 0 RMB 0 Balance at close of the month 6,200,555,000 RMB 1 RMB 6,200,555,000 2 Class of shares Other class (specify in description) Type of shares Other type (specify in description) Listed on the Exchange (Note 1) No Stock code (if listed) - Description Domestic Shares Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 11,561,445,000 RMB 1 RMB 11,561,445,000 Increase / decrease (-) 0 RMB 0 Balance at close of the month 11,561,445,000 RMB 1 RMB 11,561,445,000 Total authorised/registered share capital at the end of the month: RMB 17,762,000,000 Page 1 of 10 v 111 FF301 II Movements in Issued Shares and/or Treasury Shares 1 Class of shares Ordinary shares Type of shares H Listed on the Exchange (Note 1) Yes Stock code (if listed) 09668 Description Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 6,200,555,000 0 6,200,555,000 Increase / decrease (-) 0 0 Balance at close of the month 6,200,555,000 0 6,200,555,000 2 Class of shares Ordinary shares Type of shares Other type(specify in description) Listed on the Exchange (Note 1) No Stock code (if listed) - Description Domestic Shares Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 11,561,445,000 0 11,561,445,000 Increase / decrease (-) 0 0 Balance at close of the month 11,561,445,000 0 11,561,445,000 Page 2 of 10 v 111 FF301 III Details of Movements in Issued Shares and/or Treasury Shares (A) Share Options (under Share Option Schemes of the Issuer) Not applicable Page 3 of 10 v 111 FF301 (B) Warrants to Issue Shares of the Issuer Not applicable Page 4 of 10 v 111 FF301 (C) Convertibles (ie Convertible into Shares of the Issuer) Not applicable Page 5 of 10 v 111 FF301 (D) Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) Not applicable Page 6 of 10 v 111 FF301 (E) Other Movements in Issued Shares and/or Treasury Shares Not applicable Page 7 of 10 v 111 FF301 IV Information about Hong Kong Depositary Receipt (HDR) Not applicable Page 8 of 10 v 111 FF301 V Confirmations Not applicable Submitted by: DU Gang Title: Joint Company Secretary (Director, Secretary or other Duly Authorised Officer) Page 9 of 10 v 111 FF301 Notes 1 The Exchange refers to The Stock Exchange of Hong Kong Limited 2 In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date" In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury" 3 The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled) Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number 4 Items (i) to (viii) are suggested forms of confirmation The listed issuer may amend the item(s) that is/are not applicable to meet individual cases Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 1325A / GEM Rule 1727A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return 5 “Identical” means in this context: ． the securities are of the same nominal value with the same amount called up or paid up; ． they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects Page 10 of 10 v 111
ISSUER FOR SECURITIES ON IN
2025-08-06 15:22:20