harbin bank co ltd (6138) 19 march 2014
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IMPORTANT: If you are in doubt about any of the contents of this prospectus, you should obtain independentprofessional advice.
Harbin Bank Co., Ltd.***
(A joint stock company incorporated in the Peoples Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares in the Global Offering : 3,023,570,000 H Shares (comprising2,748,700,000 New Shares to be offered by theBank and 274,870,000 Sale Shares to be offeredby the Selling Shareholders, subject to theOver-allotment Option)
Number of Offer Shares in the InternationalOffering
: 2,721,212,000 H Shares (subject to reallocationand the Over-allotment Option)
Number of Hong Kong Offer Shares : 302,358,000 H Shares (subject to reallocation)
Maximum Offer Price : HK$3.33 per H Share
Nominal Value : RMB1.00 per H Share
Stock Code : 6138
Joint Sponsors
Joint Global Coordinators
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limitedtake no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus.A copy of this prospectus, having attached thereto the documents specified in Appendix IX Documents Delivered to the Registrar of Companiesand Available for Inspection, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Hong KongCompanies (Winding up and Miscellaneous Provisions) Ordinance. The Securities and Futures Commission and the Registrar of Companies inHong Kong take no responsibility for the contents of this prospectus or any other document referred to above.The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (on behalf of the Underwriters) and us on the PriceDetermination Date. The Price Determination Date is expected to be on or around Tuesday, 25 March 2014 and, in any event, not later than Friday,28 March 2014. The Offer Price will be no more than HK$3.33 per Offer Share and is currently expected to be no less than HK$2.89 per OfferShare unless otherwise announced. If, for whatever reason, the Offer Price is not agreed by Friday, 28 March 2014, between the Joint GlobalCoordinators (on behalf of the Underwriters) and us, the Global Offering (including the Hong Kong Public Offering) will not proceed and willlapse.
We are incorporated, and substantially all of our businesses are located, in the PRC. Potential investors should be aware of the differences in thelegal, economic and financial systems between the mainland of the PRC and Hong Kong and that there are different risk factors relating toinvestment in PRC-incorporated businesses. Potential investors should also be aware that the regulatory framework in the PRC is different from theregulatory framework in Hong Kong and should take into consideration the different market nature of our Shares. See Risk Factors, Supervisionand Regulation, Appendix V Summary of Principal Legal and Regulatory Provisions and Appendix VI Summary of Articles ofAssociation.The Joint Global Coordinators (on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares being offeredunder the Global Offering and/or the indicative offer price range stated in this prospectus (which is HK$2.89 to HK$3.33 per H Share) atany time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices ofthe reduction in the number of Offer Shares and/or the indicated offer price range will be published in the South China Morning Post (inEnglish) and Hong Kong Economic Times (in Chinese). Such notice will also be available on the websites of the Hong Kong Stock Exchangeat www.hkexnews.hk and our Company at www.hrbb.com.cn. See Structure of the Global Offering and How to Apply for Hong KongOffer Shares.The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the JointGlobal Coordinators (for itself, and on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. SeeUnderwriting Underwriting Arrangements and Expenses Hong Kong Public Offering Grounds for Termination.
* For identification purposes only.
** Harbin 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/deposit-taking business in Hong Kong.
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EXPECTED TIMETABLE(1)
Latest time to complete electronic applications under White
Form eIPO service through the designated website
www.eipo.com.hk(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Monday, 24 March 2014
Application lists open(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on Monday, 24 March 2014
Latest time to lodge WHITEa nd YELLOW
Application Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Monday, 24 March 2014
Latest time to give electronic application
instructions to HKSCC(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Monday, 24 March 2014
Latest time to complete payment of
White Form eIPO applications by
effecting internet banking transfer(s)
or PPS payment transfer(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Monday, 24 March 2014
Application lists close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Monday, 24 March 2014
Expected Price Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 25 March 2014
Announcement of the Offer Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 March 2014
Announcement of:
the level of application in the Hong Kong Public Offering;
the level of indication of interest in the International Offering; and
the basis of allocation of the Hong Kong Offer Shares to be published
(a) in the South China Morning Post (in English) and Hong Kong
Economic Times (in Chinese); and
(b) on our website at www.hrbb.com.cn(5) and the website of the Hong
Kong Exchanges and Clearing Limited at www.hkexnews.hk(6) on orbefore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 March 2014
Results of allocations in the Hong Kong
Public Offering (with successful applicants
identification document numbers where appropriate)
to be available through a variety of channels
(see How to Apply for Hong Kong Offer Shares
11. Publication of Results) from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 March 2014
Result of allocations in the Hong Kong Public Offering
(with successful applicants identification document numbers where
appropriate)
will be available at www.iporesults.com.hk
with a search by ID function . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 March 2014
H Share certificates in respect of wholly or partially successful
applications to be dispatched or deposited into CCASS on or before(7) . . . . . . . Friday, 28 March 2014
White Form e-Refund payment instructions/refund cheques
in respect of wholly or partially unsuccessful
applications to be dispatched on or before(7)(8)(9) . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 March 2014
Dealings in H Shares on the Hong Kong Stock Exchange
expected to commence at 9:00 a.m. on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 March 2014
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EXPECTED TIMETABLE(1)
Notes :
(1) All times refer to Hong Kong local time, except as otherwise stated. For details of the structure of the Global Offering,
including conditions of the Hong Kong Public Offering, see Structure of the Global Offering.
(2) If you have already submitted your application through the designated website at www.eipo.com.hk and obtained an
application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the
application process (by completing payment of application monies) until 12:00 noon on the last day for submitting
applications, when the application lists close. You will not be permitted to submit your application through the designated
website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications.
(3) If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning in force in Hong Kong at any
time between 9:00 a.m. and 12:00 noon on Monday, 24 March 2014, the application lists will not open on that day. See How
to Apply for Hong Kong Offer Shares 10. Effect of Bad Weather on the Opening of the Application Lists.
(4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to
How to Apply for Hong Kong Offer Shares 6. Applying by Giving Electronic Application Instructions to HKSCC via
CCASS.
(5) None of the website or any of the information contained on the website forms part of this prospectus.
(6) The announcement will be available for viewing on the Hong Kong Stock Exchanges website at www.hkexnews.hk.
(7) Applicants who apply for 1,000,000 or more Hong Kong Offer Shares and have provided all required information in their
Application Forms may collect refund cheques (where applicable) and H Share certificates (where applicable) in person from
our H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell
Centre, 183 Queens Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Friday, 28 March 2014. Applicants
being individuals who opt for personal collection must not authorise any other person to make collection on their behalf.
Applicants being corporations who opt for personal collection must attend by their authorised representatives each bearing a
letter of authorisation from their corporation stamped with the corporations chop. Both individuals and authorised
representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to Computershare Hong
Kong Investor Services Limited. Uncollected refund cheques and H Share certificates will be dispatched promptly by ordinary
post to the addresses as specified in the applicants Application Forms at the applicants own risk. For details of the
arrangements, see How to Apply for Hong Kong Offer Shares.
(8) Applicants who apply through the White Form eIPO service and paid their applications monies through single bank accounts
may have refund monies (if any) dispatched to their application payment bank account, in the form of e-Refund payment
instructions. Applicants who apply through the White Form eIPO service and paid their application monies through multiple
bank accounts may have refund monies (if any) dispatched to the address as specified in their application instructions to the
White Form eIPO Service Provider, in the form of refund cheques, by ordinary post at their own risk.
(9) e-Refund payment instruction/refund cheques will be issued in respect of wholly or partially unsuccessful applications and in
respect of successful applications if the Offer Price is less than the price payable on application.
The H Share certificates will only become valid certificates of title provided that the Global
Offering has become unconditional in all respects and neither of the Hong Kong Underwriting
Agreement nor the International Underwriting Agreement is terminated in accordance with its
respective terms prior to 8:00 a.m. on the Listing Date. The Listing Date is expected to be on or
about Monday, 31 March 2014. Investors who trade the H Shares on the basis of publicly available
allocation details prior to the receipt of H Share certificates or prior to the H Share certificates
becoming valid certificates of title do so entirely at their own risk.
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CONTENTS
This prospectus is issued by Harbin Bank Co., Ltd. solely in connection with the Hong Kong
Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Hong Kong Offer Shares offered by this
prospectu s pursua nt to the Hon g Kong Public Off ering. Thi s prospectu s may not be used for the
pur pose of, and doe s not consti tut e, an off er or inv ita tio n in any oth er jurisd iction or in any oth er
circumstances. No action has been taken to permit a public offering of the Offer Shares in any
jur isdict ion oth er tha n Hon g Kong and no action has bee n tak en to permit the dis tribut ion of thi s
pro spec tus in any jurisdict ion oth er tha n Hon g Kong. The dis tribut ion of thi s prospectu s and the
offering and sale of the Offer Shares in other jurisdictions are subject to restrictions and may not be
made except as permitted under the applicable securities laws of such jurisdictions pursuant to
registration with or authorisation by the relevant securities regulatory authorities or an exemption
therefrom. You should rely only on the information contained in this prospectus and the Application
Forms to make your investment decision. We have not authorised anyone to provide you with
information that is different from what is contained in this prospectus. Any information or
representation not made in this prospectus must not be relied on by you as having been authorised by
us, the Selling Shareholders, the Joint Global Coordinators, the Joint Bookrunners, the Joint Sponsors,
the Joint Lead Managers, the Underwriters, any directors of any of them or any other person involvedin the Global Offering. Information contained on our website at www.hrbb.com.cn does not form part
of this prospectus.
Page
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Definitions and Conventions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Information about this Prospectus and the Global Offering. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Waivers and Exemption from Compliance with the Hong Kong Listing Rules . . . . . . . . . . . . . 57
Directors, Supervisors and Parties Involved in the Global Offering . . . . . . . . . . . . . . . . . . . . . . . 63
Our Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Industry Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Our History and Operational Reform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184
Our Relationships with Our Substantial Shareholder and Connected Transactions. . . . . . . . . 204
Directors, Supervisors and Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206
Substantial Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225
Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228
Our Corporate Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 231
Assets and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274
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CONTENTS
Page
Future Plans and Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 327
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 328
Structure of the Global Offering. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336
How to Apply for Hong Kong Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 344Appendix I Accountants Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Appendix II Unaudited Supplementary Financial Information. . . . . . . . . . . . . . . . . . . . . . . . . II-1
Appendix III Unaudited Pro Forma Financial Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-1
Appendix IV Unaudited Preliminary Financial Information of the Bank for the YearEnded 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1
Appendix V Summary of Principal Legal and Regulatory Provisions . . . . . . . . . . . . . . . . . . . V-1
Appendix VI Summary of Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VI-1
Appendix VII Taxation and Foreign Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-1
Appendix VIII Statutory and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-1
Appendix IX Documents Delivered to the Registrar of Companies and Available forInspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX-1
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SUMMARY
This summary aims to give you an overview of the information contained in this prospectus. As it
is a summary, it does not contain all the information that may be important to you. You should read the
whole document before you decide to invest in the Offer Shares.
There are risks associated with any investment. Some of the particular risks in investing in the
Offer Shares are set out in the section entitled Risk Factors of this prospectus. You should read that
section carefully before you decide to invest in the Offer Shares.
OVERVIEW
We were the second largest commercial bank in Heilongjiang Province, and the largest
commercial bank in Harbin in terms of total assets as of 31 December 2012 and net profit for the
year ended 31 December 2012. As of 31 December 2012, our total assets accounted for 11.5% of the
total assets of all banking institutions in Heilongjiang Province. Our net profit for the year ended
31 December 2012 accounted for 11.2% of the net profit of all banking institutions in Heilongjiang
Province for the same year, according to the records of the CBRC Heilongjiang Bureau.
In recent years, our Bank has experienced rapid growth in profits. Our net profit increased from
RMB1,227.2 million for the year ended 31 December 2010 to RMB2,871.5 million for the year ended
31 December 2012, representing a CAGR of 53.0%. For the nine months ended 30 September 2013, our
net profit was RMB2,371.3 million.
We have an extensive network of branch outlets, covering a broad and diverse customer base.
As of 31 January 2014, we had a total of 304 branch outlets, consisting of 15 branches, 245 sub-branches,
24 Village and Township Banks and their 20 sub-branches in the PRC. Our branches and sub-branches
are mainly located in Heilongjiang Province. As of 31 January 2014, we had 10 branches and 198 sub-
branches in Heilongjiang Province, among which 138 sub-branches were located in Harbin. Outside
Heilongjiang Province, we have five branches and 47 sub-branches in the economically developed cities
in the PRC, including Tianjin, Dalian, Shenyang, Chongqing and Chengdu. Our 24 Village and Township
Banks and their 20 sub-branches are located in 14 provinces and municipalities directly under the State
Council.
The table below sets forth, for the periods indicated, a breakdown of our total operating income by
geographical regions.
For the year ended 31 December
For the nine months ended
30 September
2010 2011 2012 2012 2013
Amount
% of
total Amount
% of
total Amount
% of
total Amount
% of
total Amount
% of
total
(Unaudited)
(in millions of RMB, except percentages)
Heilongjiang
region(1) . . . . . . . . . . 2,779.3 85.6 4,224.5 78.0 5,020.0 65.1 3,932.2 71.7 3,840.3 64.8
Other Northeast
region(2) . . . . . . . . . . 246.8 7.6 424.3 7.8 872.2 11.3 541.2 9.9 656.1 11.1
Southwest region(3) . . 59.4 1.8 352.1 6.5 1,122.7 14.6 611.7 11.2 897.0 15.1
Northern China(4) . . . . 147.7 4.6 370.7 6.9 559.6 7.3 302.4 5.5 376.9 6.4
Other regions(5) . . . . . 12.2 0.4 42.4 0.8 136.8 1.7 91.5 1.7 153.3 2.6
Total operatingincome . . . . . . . . . . 3,245.4 100.0 5,414.0 100.0 7,711.3 100.0 5,479.0 100.0 5,923.6 100.0
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SUMMARY
Notes :
(1) Heilongjiang region: Our headquarters, Harbin Branch, Shuangyashan Branch, Jixi Branch, Hegang Branch, Suihua Branch,
Daqing Branch, Qitaihe Branch, Mudanjiang Branch, Jiamusi Branch and Qiqihar Branch and the Village and Township
Banks operating in Heilongjiang Province.
(2) Other Northeast region: Dalian Branch, Shenyang Branch and the Village and Township Banks operating in the Northeast
region excluding Heilongjiang Province.
(3) Southwest region: Chengdu Branch, Chongqing Branch and the Village and Township Banks operating in Southwest region,mainly including Sichuan and Chongqing.
(4) Northern China: Tianjin Branch and the Village and Township Banks operating in Northern China, mainly including Beijing
and Hebei.
(5) Other regions: Other Village and Township Banks except those operating in the above regions.
Our principal businesses include corporate banking business, personal banking business,
treasury operations and other businesses. See Business Our Principal Business Activities. The
table below sets forth our operating income by business segments and the proportion to our total
operating income for the periods indicated:
For the year ended 31 December
For the nine months ended
30 September
2010 2011 2012 2012 2013
Amount
% of
total Amount
% of
total Amount
% of
total Amount
% of
total Amount
% of
total
(Unaudited)
(in millions of RMB, except percentages)
Corporate banking
business . . . . . . . . . . . . . . . . 1,502.5 46.3 2,000.2 36.9 2,585.6 33.5 1,722.4 31.4 2,034.7 34.3
Personal banking business . . . 1,309.0 40.3 1,947.6 36.0 2,228.7 28.9 1,808.8 33.0 1,761.4 29.7
Treasury operations . . . . . . . . 377.4 11.6 1,425.6 26.3 2,808.6 36.4 1,907.1 34.8 2,111.8 35.7
Other businesses(1) . . . . . . . . . 56.5 1.8 40.6 0.8 88.4 1.2 40.7 0.8 15.7 0.3
Total operating income . . . . 3,245.4 100.0 5,414.0 100.0 7,711.3 100.0 5,479.0 100.0 5,923.6 100.0
Note:
(1) Other businesses comprise businesses that cannot be identified as an independent segment or to a reasonable extent in
considered part of our corporate banking business, personal banking business and treasury operations. Income generated from
other businesses mainly includes government subsidies, leasing income, technology consultation fees and gains from disposals
of fixed assets.
2
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SUMMARY
We believe we are one of the leading providers of microcredit in the PRC. We are one of only two
commercial banks in China to be awarded by the CBRC as a Leading Banking Institution Providing
Services to Small and Micro Enterprises ( ) for five
consecutive times. Furthermore, we are the first PRC commercial bank to export microcredit know-how and
technology to other banking institutions which is a testament to our advanced microcredit know-how and
technology. On these bases, we believe we are one of the leading providers of microcredit in the PRC. Our
microcredit business commenced in 2001 and our Bank is a leading provider of microcredit in the PRC. The
products and services of our microcredit business consist primarily of loans to Small Enterprise Customers,
personal consumption loans and loans to farmers. The loans we offer to Small Enterprise Customers consist
of corporate loans to Small Enterprises (which includes small enterprises 1 and micro enterprises2 as defined
in the SMEs Classification Standards) and personal loans offered to Small Enterprises Owners (which refers
to individual customers that are owners of small enterprises and micro enterprises). See Business Our
Principal Business Activities Corporate Banking Business Microcredit Business. The following
diagram illustrates our microcredit business.
Loans to
Customers
Personal Loans
Loans to
Farmers
Personal
Consumption Loans
Loans to Small
Enterprise Owners
Personal Business
Loans Micro Loans
Small Amount
Secured Loans
Microcredit Business
Other Corporate LoansLoans to Small
Enterprises
Corporate Loans
1 According to the SMEs Classification Standards, there are different classification standards for different industries. For
example, industrial enterprises having more than 20 but fewer than 1,000 employees and generating more than RMB3 million
in operating income in a year are classified as small enterprises, while enterprises having more than five but fewer than 200
employees and generating more than RMB10 million in operating income in a year in the wholesale industry are also
classified as small enterprises.2 According to the SMEs Classification Standards, there are different classification standards for different industries. For
example, industrial enterprises having fewer than 20 employees or generating less than RMB3 million in operating income in a
year are classified as micro enterprises, while enterprises having fewer than five employees or generating less than RMB10
million in operating income in a year in the wholesale industry are also classified as micro enterprises.
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SUMMARY
As of 31 December 2012 and 30 September 2013, the total balance of our microcredit loans amounted
to RMB58,448.1 million and RMB72,527.0 million, respectively, representing 67.0% and 69.1%,
respectively, of our total loans to customers as of those dates. For the year ended 31 December 2012 and the
nine months ended 30 September 2013, our interest income from microcredit business amounted to
RMB4,146.5 million and RMB3,706.0 million, respectively, representing 63.4% and 67.8%, respectively, of
our total interest income for the same periods. The following table sets forth the distribution of the total
balance of our microcredit business by product type as of the dates indicated.
As of 31 December As of 30 September
2010 2011 2012 2013
Amount
% o f
total Amount
% of
total Amount
% of
total Amount
% of
total
(in millions of RMB, except percentages)
Loans to Small
E nterpris es . . . . . . . . . . . . . 9 ,062.6 27.7 15,171.9 34.2 23,638.0 40.4 31,657.6 43.6
Personal loans(1) . . . . . . . . . . . 23 ,668. 2 7 2.3 29,1 39.7 65. 8 34,810 .1 59.6 40, 869.4 56 .4
Total balance of ourmicrocredit loans . . . . . . . 32,730.8 100.0 44,311.6 100.0 58,448.1 100.0 72,527.0 100.0
Note:
(1) Include loans to Small Enterprise Owners, loans to farmers and personal consumption loans.
We believe that our businesses, strong operating results and high-quality services have enabled us
to become a market leader in various banking business segments:
We were one of the earliest city commercial banks in the PRC to launch a microcredit
business, and the first commercial bank in the PRC to export microcredit know-how and
technology to other banking institutions;
We were the first city commercial bank in Northeast China to obtain an operating permit for a
foreign exchange business;
We are one of the four market makers for Renminbi-Ruble tradings in the interbank foreign
exchange market of the PRC, the domestic bank with the largest scale of Ruble cash exchange
and also a pilot bank for various banking businesses with Russia;
We were one of the first city commercial banks in Northeast China to launch investment
banking and interbank business; and
We are one of the three promoters of the Asia Financial Cooperation Association1.
Our headquarters is in Harbin and a majority of our business is conducted in Heilongjiang
Province. As of 30 September 2013, approximately 52.0% of our loans and approximately 61.8% of our
total deposits were with customers in Heilongjiang Province. Heilongjiang Province is the most northern
province in Northeast China and adjoins Russia. Benefiting from political support in the PRC and its
geographical environment, Heilongjiang Province has become an important commodity grain base within
China. From 2008 to 2012, Heilongjiang Provinces nominal GDP grew at a CAGR of 13.3%. See
Industry Overview Overview Economy of Heilongjiang Province.
1 Asia Financial Corporation Association is a regional financial cooperation organisation formed by certain small and
medium-sized banks and non-banking financial institutions in Asia on 24 April 2012 in Sanya, Hainan. The association strives
to provide a cooperation platform for its members, facilitate compliance management of its members and assist its members to
overcome development delays, thus contributing to the healthy development of the economy and the financial sector.
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SUMMARY
HONOURS AND AWARDS
We were ranked 4th among the city commercial banks in the PRC according to the 2013 Research
Report on Asian Bank Competitiveness Rankings released by the 21st Century Business Herald,
representing an advancement of five places as compared with 2012. The ranking is based on statistics of
eight aspects relating to a banks capabilities to enhance capital value for its shareholders, such as return
on capital, market share, asset quality and capital adequacy ratio2. We were ranked 33rd in terms of totalassets among the Top 50 Banks in China published by Standard & Poors in 2012. We were ranked 9th
among the city commercial banks with assets scale of over RMB200 billion as published by The Banker,
a PRC-based magazine, in 2013. City commercial banks are ranked by a number of indicators of financial
performance, including total assets, risk profile, capital structure, profitability and liquidity ratio. Our
Bank was ranked 313th in the Top 1000 World Banks 2013 recently announced by The Banker, a UK-
based magazine, in terms of total tier 1 capital3, representing an advancement of 85 places as compared
with our ranking in the same list of the previous year. According to the list, 96 banks in the PRC ranked
among the Top 1000 Word Banks 2013. Among these PRC banks on the list, we were ranked 27th, 7th
among city commercial banks and first among city commercial banks in Northeast China.
We have received a number of honours and awards for our strong business performance. In recentyears, our major honours and awards included the following:
In 2011, we were awarded the Best SME Banking in China ( )
award by The Asian Banker, being the only city commercial bank in the PRC to receive such
award. We were also recognised as the Market Maker of Emerging Currency with the
Greatest Improvement ( ) by the China Foreign Exchange Trade
System and an outstanding debt valuation member by China Central Depository & Clearing
Co. Ltd.;
We received the award for Leading Banking Institution Providing Services to Small and
Micro Enterprises ( ) by the CBRC for five
consecutive times; and
In 2012, we were honoured as the Outstanding Investment Bank in China Investment Bank
with the Greatest Growth Potential ( ) by Securities Times.
OUR STRENGTHS
We believe our competitive strengths are as follows:
We are one of the leading providers of microcredit in the PRC;
We have comparative advantages among PRC city commercial banks in terms of our cross-
regional operating network;
We are a pioneer among PRC city commercial banks in launching rural financial services;
We are the leading PRC city commercial bank in Russian financial services;
We have a prudent and improving risk management and internal control system; and
We have an experienced and dedicated management team and a competent staff base.
2 A banks asset scale, liquidity and efficiency indicators, deposit structure and branch network are also taken into
consideration.3 The banks are also assessed with other secondary indicators, namely, assets, capital asset ratio, pre-tax profits, profit on
capital, return on assets, capital adequacy ratio, NPL to total loans, loans to assets, risk weighted assets to assets and cost to
income.
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SUMMARY
OUR STRATEGIES
Our goal is to become a first-class domestic and internationally renowned microfinance bank. We
will continue to apply the development philosophy of Inclusive Finance, Harmonious Co-Enrichment.
We strive to further enhance our leading position in microcredit business and improve our general
competitiveness with the aim of establishing our Bank as a city commercial bank with sound governance
practices, clear positioning, distinctive features, a strong capital base, an excellent team and an advancedcorporate culture.
We plan to achieve these goals by adopting the following strategic measures:
Maintain and further enhance our competitive edge in the microcredit industry;
Achieve comprehensive development of rural financial services;
Accelerate the development of international financial business for small enterprises and micro
enterprises and cross-border financial business with Russia;
Strategically expand our operating regions and further improve our multi-channel distribution
network;
Further enhance our corporate governance, risk management and internal controls;
Utilise information technology to drive business development and management; and
Continue to implement our talent-oriented strategy.
SUMMARY FINANCIAL AND OPERATING INFORMATION
The summary consolidated income statement data for the years ended 31 December 2010, 2011 and
2012 and the nine months ended 30 September 2012 and 2013 and summary consolidated statement of
financial position data as of 31 December 2010, 2011 and 2012 and 30 September 2013 set forth below
are extracted from the Accountants Report set out in Appendix I to this prospectus. The summary
consolidated income statement data for the year ended 31 December 2013 and the consolidated statement
of financial position as of 31 December 2013 set forth below are extracted from the unaudited
preliminary financial information of our Bank for the year ended 31 December 2013 set out in
Appendix IV to this prospectus. You should read the summary financial information set forth below in
conjunction with the Accountants Report and its accompanying notes and the unaudited preliminary
financial information for the year ended 31 December 2013 and its accompanying notes. Our financial
information for the nine months ended 30 September 2012 has not been audited.
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SUMMARY
Summary Consolidated Income Statement Data
The following table summarises, for the periods indicated, our consolidated income statement. The
preliminary financial information for the year ended 31 December 2013 is not audited and is subject to
change. See Appendix IV Unaudited Preliminary Financial Information of the Bank for the Year ended
31 December 2013.
For the year ended 31 December
For the nine months
ended 30 September
2010 2011 2012 2013 2012 2013
(unaudited) (unaudited)
(in millions of RMB)
Net interest income . . . . . . . . . . . . . . . . . . . . . . 2,955.9 4,818.1 6,658.4 6,817.8 4,757.5 4,924.3Net f ee and co mmi ssion incom e . . . . . . . . . . . 116.2 411. 8 678 .7 1 ,247. 1 47 1.1 871 .2Net tr adi ng i ncom e . . . . . . . . . . . . . . . . . . . . . . 124.6 282. 1 356 .6 283. 9 28 0.5 150 .1Net gai n/ (l oss) o n f inanci al inv est ment s . . . . 0.7 ( 128. 8) (87 .4) ( 46. 5) (7 3.4) (34 .2)Other operating income, net . . . . . . . . . . . . . . 48.0 30.8 105.0 241.6 43.3 12.2
Operating income . . . . . . . . . . . . . . . . . . . . . . 3,245.4 5,414.0 7,711.3 8,543.9 5,479.0 5,923.6Operating expenses . . . . . . . . . . . . . . . . . . . . . . (1,401.5) (2,082.8) (3,025.5) (3,591.0) (1,991.4) (2,388.6)Impairment losses on:
Loans and advances to customers . . . . . . . . (238.7) (876.0) (837.2) (517.7) (809.7) (422.1)Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.7 52.2 1.0 11.6
Operating profit . . . . . . . . . . . . . . . . . . . . . . . 1,616.9 2,507.4 3,849.6 4,446.8 2,677.9 3,112.9Share of profits of an associate . . . . . . . . . . . . 9.4 3.2 8.0 7.1
Profit before tax . . . . . . . . . . . . . . . . . . . . . . . 1,616.9 2,507.4 3,859.0 4,450.0 2,685.9 3,120.0Income tax expense . . . . . . . . . . . . . . . . . . . . . (389.7) (651.0) (987.5) (1,078.9) (664.8) (748.7)
Profit for the year/period . . . . . . . . . . . . . . . 1,227.2 1,856.4 2,871.5 3,371.1 2,021.1 2,371.3Attributable to equity holders of the parent
company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,227.6 1,854.2 2,864.3 3,350.3 2,017.1 2,357.8
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SUMMARY
Summary Consolidated Statement of Financial Position Data
The following table summarises, as of the dates indicated, our consolidated statement of financial
position. The preliminary financial information as at 31 December 2013 is not audited and is subject to
change. See Appendix IV Unaudited Preliminary Financial Information of the Bank for the Year ended
31 December 2013.
As of 31 December
As of
30 September
2010 2011 2012 2013 2013
(unaudited)
(in millions of RMB)
AssetsCash and balances with central bank . . . . . . 23,413.2 30,935.7 51,858.5 51,552.1 40,729.7Due from banks and other financial
institutions . . . . . . . . . . . . . . . . . . . . . . . . . 9,837.9 15,907.0 19,946.8 33,871.2 27,730.0F in an cial assets hel d f or tr adin g . . . . . . . . . 5,3 18.6 4, 780.8 7 ,879. 0 2,512 .3 7,2 01.6Reverse repurchase agreements . . . . . . . . . . 17,863.5 49,973.6 51,745.6 51,110.9 27,783.5
Loans and advances to customers . . . . . . . . 53,200.5 67,018.2 85,298.1 103,515.0 102,638.4Financial investments . . . . . . . . . . . . . . . . . . 12,930.6 31,273.5 43,301.1 68,523.6 44,645.0Investments in an associate . . . . . . . . . . . . . 1,000.0 1,017.0 964.0 993.7P ro pert y and equi pment . . . . . . . . . . . . . . . . 1,6 56.7 3, 488.5 6 ,038. 2 7,314 .9 6,5 42.6Deferred income tax assets . . . . . . . . . . . . . . 136.0 167.0 258.3 333.9 370.8Other a ss ets . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ,476.9 2,117.1 2,747.6 2,477.5 3,024.8
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . 125,833.9 206,661.4 270,090.2 322,175.4 261,660.1
LiabilitiesDue to central bank . . . . . . . . . . . . . . . . . . . . 174.8 594.9 787.2 756.0Due to banks and other financial
institutions . . . . . . . . . . . . . . . . . . . . . . . . . 2,594.2 18,051.1 36,523.5 50,610.9 37,208.1Repurchase agreements . . . . . . . . . . . . . . . . . 2,871.7 27,972.5 22,832.7 19,091.2 6,289.8Due to customers . . . . . . . . . . . . . . . . . . . . . . 112,891.6 145,962.4 186,642.4 224,178.1 191,130.0Income tax payable . . . . . . . . . . . . . . . . . . . . 125.8 201.2 311.1 262.9 272.9
Debt s ec urit ie s issued . . . . . . . . . . . . . . . . . . 1 ,000.0 1,000.0 3,500.0 3,500.0 3,500.0Other l ia bili ties . . . . . . . . . . . . . . . . . . . . . . . 1 ,211.9 1,769.0 2,748.6 3,817.9 3,494.9
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 120,695.2 195,131.0 253,153.2 302,248.2 242,651.7
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . 5 ,138.7 11,530.4 16,937.0 19,927.2 19,008.4
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SUMMARY
Summary of Key Financial and Operating Indicators
The following table sets forth a summary of key financial and operating indicators for the periods or
as of the dates indicated. The key financial and operating indicators for the year ended 31 December 2013
are calculated based on the preliminary financial information for the year ended 31 December 2013,
which is not audited and subject to change. See Appendix IV Unaudited Preliminary Financial
Information of the Bank for the Year ended 31 December 2013.
Year ended 31 December
Nine month ended
30 September
2010 2011 2012 2013 2013
(unaudited)
Profitability indicatorsReturn on average total assets(1)(3) . . . . . . 1.17% 1.12% 1.20% 1.14% 1.19%
Return on average equity(2)(3) . . . . . . . . . . 27.64% 22.57% 20.35% 18.36% 17.67%
Net interest spread(3)(4) . . . . . . . . . . . . . . . . 3.38% 3.27% 3.06% 2.56% 2.49%
Net interest margin(3)(5) . . . . . . . . . . . . . . . 3.34% 3.29% 3.09% 2.64% 2.55%
Net fee and commission income to
operating income ratio . . . . . . . . . . . . . . 3.58% 7.61% 8.80% 14.60% 14.71%
Cost-to-income ratio(6) . . . . . . . . . . . . . . . . 39.11% 33.80% 34.51% 35.85% 34.23%
As of 31 December
As of
30 September
2010 2011 2012 2013 2013
(unaudited)
Capital adequacy indicators(7)
Cor e capi tal adequ acy r ati o . . . . . . . . . . . 9.04% 11.37 % 11. 94% 11.67 % 1 2.04%
Capi tal adequacy r ati o . . . . . . . . . . . . . . . . 1 1.75% 12.61 % 12. 97% 12.55 % 1 3.04%
Assets quality indicatorsNon-performing loans ratio(8) . . . . . . . . . . 0.79% 0.62% 0.64% 0.85% 0.86%
Impairment coverage ratio(9) . . . . . . . . . . . 19 2.60% 347.16 % 353. 52% 268.34 % 26 3.01%
Impairment losses on loans(10) . . . . . . . . . 1.53% 2.14% 2.25% 2.29% 2.26%
Other indicatorsLoan- to -dep osit rat io . . . . . . . . . . . . . . . . . 4 7.86% 46.92 % 46. 75% 47.26 % 5 4.94%
Notes :
(1) The percentage of net profit for a period to the average balance of the total assets at the beginning and the end of the period.
(2) The percentage of net profit attributable to the equity shareholders of our Bank for a period to the average balance of total
equity attributable to equity holders of the parent company at the beginning and the end of the period.
(3) Calculated with the annualised benchmark.
(4) Calculated as the difference between the average yield on total interest-earning assets and the average cost on total interest-
bearing liabilities, calculated based on the daily average of the interest-earning assets and interest-bearing liabilities.
(5) Calculated by dividing net interest income by average interest-earning assets, calculated based on the daily average of the
interest-earning assets.
(6) Calculated with the operating cost after the business tax and surcharges and divided by the operating income.
(7) Calculated pursuant to the Capital Adequacy Measures and other relevant regulations in the PRC and in accordance with PRC
GAAP. Core capital adequacy ratio = (core capital core capital deductions) / (risk-weighted assets + 12.5 x capital charge for
market risk); capital adequacy ratio = (capital capital deductions) / (risk-weighted assets + 12.5 x capital charge for market
risk). Since 2013, we have calculated and disclosed the capital adequacy ratio in accordance with the New Capital Adequacy
Measures. Core tier 1 capital adequacy rate = (core tier-1 capital corresponding capital deductions) / risk-weighted assets;
tier 1 capital adequacy rate = (tier 1 capital corresponding capital deductions) / risk-weighted assets; capital adequacy ratio =
(total capital corresponding capital deductions) / risk-weighted assets. According to the New Capital Adequacy Measures,
our core tier 1 capital adequacy ratio, tier 1 capital adequacy ratio and capital adequacy ratio were 11.65%, 11.65% and
13.24%, respectively, as of 30 September 2013. According to the New Capital Adequacy Measures, our core tier 1 capital
adequacy ratio, tier 1 capital adequacy ratio and capital adequacy ratio were 10.68%, 10.68% and 11.95%, respectively, as of
31 December 2013.
(8) Calculated with the total non-performing loans divided by the total loans to customers.
(9) Calculated with the allowance for impairment loss divided by the total non-performing loans.
(10) Calculated with the allowance for impairment loss on loan divided by the total loans to customers.
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SUMMARY
RISK FACTORS
Our business is subject to numerous risks as set out in the section headed Risk Factors. Since
different investors may apply different interpretations and criteria when determining the materiality of a
risk, you should read the section headed Risk Factors in this prospectus in its entirety before you
decide to invest in the Offer Shares. The risks we primarily face include the following:
If we are unable to effectively maintain the quality of our loan portfolio, our business,
financial condition and results of operations may be materially and adversely affected.
Our financial condition and results of operations may be materially and adversely affected if
we are not able to maintain the growth of our loan portfolio.
We may have to increase our allowance for impairment losses to cover future losses to our
loan portfolio, which could materially and adversely affect our business, financial condition,
results of operations and prospects.
If the collateral or guarantees securing our loans are insufficient to cover the outstanding
amounts of the loans, or if we are unable to realise the full values of the collateral or
guarantees in a timely manner, our financial condition and results of operations could bematerially and adversely affected.
Any significant or protracted downturn in, or change in national policies affecting, the real
estate market in the PRC may have a material adverse effect on our asset quality as well as our
future growth.
Any deterioration in the ability of local government financing vehicles to repay debt or any
change in national policy relating to local government financing vehicles may have an adverse
impact on our asset quality, financial condition or results of operations.
We have a concentration of loans to certain industries and customers and if the condition of
these industries or customers significantly deteriorates, our asset quality, financial condition
and results of operations may be adversely affected.
We cannot provide assurance that we will be able to satisfy the capital adequacy requirements
of the CBRC.
We are subject to risks in concentrating our business in Northeast China.
If we are unable to maintain our growth rate in customer deposits or if there is a significant
decrease in our customer deposits, our liquidity, financial condition and results of operations
may be adversely affected.
We have been increasingly focused on the development of wealth management products in
recent years, and any adverse developments or changes in regulatory policies relating to these
products could materially and adversely affect our business, financial condition, results of
operations and prospects.
We have made substantial investments in receivables, and any adverse development relating to
these types of investments could materially and adversely affect our profitability.
If our risk management and internal control policies and procedures are not able to fully
protect us from risks relating to our business operations, our reputation, business, financial
condition and results of operations may be materially and adversely affected.
We have not obtained the title certificates for some of the properties held by us, and some of
the lessors of the properties that we lease have not obtained the relevant title certificates,
which may materially and adversely affect our rights to use such properties.
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Intensifying competition in the PRC banking industry and competition in the capital market of
the PRC in terms of capital could have material adverse effects on our business, financial
condition, results of operations and prospects.
Our business and operations are highly regulated, and our business, financial condition, results
of operations and prospects may be materially and adversely affected by adverse changes in
regulations or other PRC governmental policies (including their interpretation andapplication).
The liquidity risk of the PRC banking industry may materially and adversely affect our
liquidity, business, financial condition and results of operations.
INFORMATION OF OUR SUBSTANTIAL SHAREHOLDER
Harbin Economic Development is the only substantial shareholder of our Bank within the meaning
of the Hong Kong Listing Rules. As of the Latest Practicable Date, Harbin Economic Development
directly held approximately 29.48% of our equity interests. Immediately following the completion of the
Global Offering, Harbin Economic Development will directly hold approximately 19.65% of our then
total issued shares, assuming the Over-allotment Option is not exercised (or approximately 18.58% if theOver-allotment Option is exercised in full).
Established on 22 August 1992, Harbin Economic Development is wholly owned by Harbin
Municipal Finance Bureau, a functional division of Harbin Municipal Government that comprehensively
manages municipal fiscal revenue and expenditure, implements financial supervision, and participates in
adjustment and monitor of the municipal economy of Harbin. The business scope of Harbin Economic
Development is to make financial investments in areas like fixed-assets to municipally owned enterprises
and to receive dividends in return. See Our Relationships with Our Substantial Shareholder and
Connected Transactions.
USE OF PROCEEDS
We expect to use the net proceeds from the Global Offering to strengthen our capital base to
support the on-going growth of our business. We will not receive any of the proceeds from the sale of the
Sale Shares by the Selling Shareholders in the Global Offering. See Share Capital Transfer of Shares
to the NSSF.
OFFERING STATISTICS
The statistics below are based on the assumptions that (i) the Global Offering is completed and
2,748,700,000 H Shares are newly issued in the Global Offering, (ii) the Over-Allotment Option is not
exercised and (iii) 10,995,599,553 Shares are issued and outstanding following the completion of the
Global Offering:
Based on an Offer
Price of HK$2.89
Based on an Offer
Price of HK$3.33
Market capitalisation of our Shares . . . . . . . . . . . . . . . . . . . . HK$31,777.3 million HK$36,615.3 million
Price/earnings multiple on a pro forma basis(1) . . . . . . . . . . 7.49 times 8.63 times
Unaudited pro forma adjusted net tangible assets per
share(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
HK$2.86
(RMB2.26)
HK$2.97
(RMB2.35)
Notes :
(1) The calculation of price/earnings multiple is based on the earnings per share from the preliminary unaudited results for the
year ended 31 December 2013, on a pro forma basis at respective Offer Prices of HK$2.89 and HK$3.33 per H Share.
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SUMMARY
(2) The amount of unaudited pro forma adjusted net tangible assets per share is calculated in accordance with Rule 4.29 of the
Hong Kong Listing Rules after the adjustments referred to in Appendix III Unaudited Pro Forma Financial Information.
GLOBAL OFFERING
The Global Offering comprises:
(i) the Hong Kong Public Offering of 302,358,000 New Shares (subject to adjustment) in HongKong; and
(ii) the International Offering of 2,721,212,000 Offer Shares to be sold outside the United States
(including to professional and institutional investors within Hong Kong) in offshore
transactions in reliance on Regulation S and in the United States solely to qualified
institutional buyers in reliance on Rule 144A or another exemption from, or in transactions
not subject to, the registration requirements of the U.S. Securities Act.
Investors may apply for H Shares under the Hong Kong Public Offering or indicate an interest for
H Shares under the International Offering, but may not do both.
The number of H Shares to be offered under the Hong Kong Public Offering and the International
Offering, respectively, may be subject to reallocation as described in the subsection headed Structure of
the Global Offering The Hong Kong Public Offering Reallocation and clawback.
The number of the H Shares that may be over allocated will not exceed the number of the H Shares
that may be sold under the Over-allotment Option, namely, 453,530,000 H Shares, which is
approximately 15% of the number of Offer Shares initially available under the Global Offering, in the
event that the whole or part of the Over-allotment Option is exercised.
DIVIDEND POLICY AND DIVIDEND DECLARED BEFORE LISTING
We can declare and pay dividends in cash and shares. Our Board is responsible for submitting
proposals in respect of dividend payments. The determination of whether to pay a dividend and in what
amount is based on and subject to various factors, including but not limited to, our business, financial
performance, assets and regulations and general business conditions. See Financial Information
Dividend Policy.
We declared and paid bonus shares in the amount of RMB1,890.3 million in 2011, declared and
paid bonus shares in the amount of RMB392.4 million and cash dividend of RMB392.4 million in 2012,
and declared and paid bonus shares in the amount of RMB686.7 million and cash dividend of RMB171.7
million in 2013 in respect of profits for the years ended 31 December 2010, 2011 and 2012, respectively.
Dividends paid in prior periods may not be indicative of future dividend payments. We cannot guaranteewhen, if and in what form or size dividends will be paid in the future.
At the shareholders general meeting held on 10 May 2013, it was resolved that the accumulated
undistributed profits before the Global Offering would be shared among existing shareholders and new
shareholders.
According to the Articles of Association of our Bank, our Bank shall distribute dividends for any
profitable year. Profits to be distributed by our Bank in cash shall not be less than 10% of the
distributable profits realised in that year.
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RECENT DEVELOPMENTS AND MATERIAL ADVERSE CHANGE
Our business has experienced growth since 30 September 2013, the date of the latest audited
financial information of our Bank as set forth in the Accountants Report in Appendix I to this
prospectus.
To diversify our business operations, we applied for a financial leasing license from the CBRC andwe received preliminary approval from the CBRC on 15 January 2014. Preparatory work for the
establishment of our financial leasing company has commenced since then and remained at the initial
stage as of the Latest Practicable Date. Our Directors have confirmed that, since 30 September 2013,
there has been no material adverse change in our financial or trading position. Based on our unaudited
preliminary financial information for the year ended 31 December 2013, our net interest income for the
year ended 31 December 2013 was RMB6,817.8 million, representing an increase of 2.4% compared to
RMB6,658.4 million for the year ended 31 December in 2012. Our net profit for the year ended
31 December 2013 was RMB3,371.1 million, representing an increase of 17.4% compared to
RMB2,871.5 million for the year ended 31 December in 2012. In addition, our total loans and advances to
customers (before subtracting allowance for impairment losses) and total due to deposits as of
31 December 2013 were RMB105,941.3 million and RMB224,178.1 million, respectively, and were
higher than the corresponding financial data as of 31 December 2012. As of 31 December 2013, our total
assets were RMB322,175.4 million, representing an increase of 19.3% from RMB270,090.2 million as of
31 December 2012.
The unaudited financial data as of and for the year ended 31 December 2013 have been reviewed by
the reporting accountants in accordance with the Practice Note 730 issued by the Hong Kong Institute of
Certified Public Accountants. You should read the discussion above in conjunction with the unaudited
preliminary financial information of our Bank for the year ended 31 December 2013 and the
accompanying notes, as well as the Managements Discussion and Analysis of Financial Condition and
Results of Operations set forth in Appendix IV to this prospectus.
LISTING EXPENSES
We will incur listing expenses in connection with the Listing, which include professional fees,
underwriting commissions and other fees. Listing expenses to be borne by our Bank are estimated to be
RMB214.5 million. Listing expenses of approximately RMB7.5 million had been incurred as of
30 September 2013. Listing expenses of approximately RMB207.0 million are expected to be incurred
after 30 September 2013, of which RMB37.5 million is expected to be charged to our statement of
comprehensive income and RMB169.5 million is expected to be accounted for as a deduction from
equity. The listing expenses above are the latest practicable estimate for reference only and the actual
amount may differ from this estimate. Our Directors do not expect such expenses to have a materialadverse impact on our results of operations for the year ending 31 December 2014.
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DEFINITIONS AND CONVENTIONS
In thi s pro spectus, unl ess the con text otherwise requir es, the fol low ing terms shall have the
meanings set out below:
12 th Five-Year Plan The Guiding Principle of Chinas 12th Five-Year Plan for
Nationa l Ec onomic a nd Soc ia l Developme nt (
)
Application Form(s) white, yellow and green application forms or, where the context
so requires, any of them, relating to the Hong Kong Public
Offering
Articles of Association or
Articles
the articles of association of our Bank, the current version of
which was passed at the shareholders general meeting on
10 May 2013 and was approved by the CBRC Heilongjiang
Bureau on 22 January 2014, which will become effective upon
Listing, as the same may be amended, supplemented or otherwise
modified from time to time
Bank, our Bank, Group, we
or us
Harbin Bank Co., Ltd. ( ), a joint stock
company incorporated in the PRC on 25 July 1997 with limited
liability in accordance with PRC laws and, unless context
indicates otherwise, all of its subsidiaries and branches
Banking Disclosure Rules the Banking (Disclosure) Rules, Chapter 155M of the Laws of
Hong Kong, as the same may be amended, supplemented or
otherwise modified from time to time
Ba nking Ordinance the Ba nking Ordinance , C ha pter 155 of the L aws of Hong Kong,
as the same may be amended, supplemented or otherwise
modified from time to time
Basel Accords Basel I, Basel II and Basel III, collectively
Basel I the 1988 Basel Capital Accord
Basel II the Revised Basel Capital Framework promulgated in June 2004
Basel III the Revised Basel Capital Framework promulgated in December
2010
Big Four Industrial and Commercial Bank of China, China Construction
Bank, Bank of China and Agricultural Bank of China
Board the board of Directors of our Bank, as described in
Appendix VI Summary of the Articles of Association of this
prospectus
Board of Supervisors the s upervisory boa rd of our B ank e stablished pursuant to PRC
Company Law, as described in Appendix VI Summary of the
Articles of Association of this prospectus
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DEFINITIONS AND CONVENTIONS
Building Ownership Certificates building ownership certificates in the PRC (
)
Business Day(s) any day on which banks in Hong Kong are generally open for
business to the public and which is not a Saturday, Sunday or
public holiday in Hong Kong
CASBE the China Accounting Standards for Business Enterprises
CAGR(s) compound annual growth rate(s)
Capital Adequacy Measures the Administrative Measures on the Capital Adequacy Ratio of
Commercial Banks ( ), that was
promulgated by the CBRC on 23 February 2004 and became
effective on 1 March 2004, as the same may be amended,
supplemented or otherwise modified from time to time
CBRC the China Banking Regulatory Commission (
)
CBRC Heilongjiang Bureau the China Banking Regulatory Commission Heilongjiang Bureau
( )
CCASS the Central Clearing and Settlement System established and
operated by HKSCC
CCASS Clearing Participant a person admitted to participate in CCASS as a direct clearing
participant or a general clearing participant
CCASS Custodian Participant a person admitted to participate in CCASS as a custodian
participant
CC ASS Inves tor Participa nt a person a dmitte d to participa te in C CASS a s a n inves tor
participant who may be an individual or joint individuals or a
corporation
CC ASS Participa nt a C CASS C le aring Participa nt, a CC ASS C us todian Participa nt
or a CCASS Investor Participant
CIETAC the China International Economic and Trade ArbitrationCommission ( )
CIRC the China Insurance Regulatory Commission
( )
city c omme rc ia l banks banks tha t a re a pprove d by the C BR C to be inc orpora te d under
the PRC Company Law and the PRC Commercial Banking Law
with branches set up at the municipal level or above
co mmer cial bank s all the b anki ng inst it uti ons in t he PRC other than pol icy bank s,
including: the Large Commercial Banks, the Nationwide Joint-
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DEFINITIONS AND CONVENTIONS
stock Commercial Banks, city commercial banks, rural financial
institutions, foreign-owned banks and other banking institutions
Companies Ordinance the Companies Ordinance, Chapter 622 of the Laws of
Hong Kong, as the same may be amended, supplemented or
otherwise modified from time to time
Companies (Winding up and
Miscellaneous Provisions)
Ordinance
the Companies (Winding up and Miscellaneous Provisions)
Ordinance, Chapter 32 of the Laws of Hong Kong, as the same
may be amended, supplemented or otherwise modified from time
to time
Core Indicators (Provisional) the Core Indicators for Risk Supervision of Commercial Banks
(Provisional) ( ), as promulgated
by the CBRC on 31 December 2005 and effective on 1 January
2006, as the same may be amended, supplemented or otherwise
modified from time to time
Cou nty Area( s) ar eas desig nated as cou nti es o r co unt y-l evel ci ti es u nder Chin as
administrative division system, which include economically
more developed county centres, towns and the vast rural areas
within their jurisdictions. As an administrative division unit, a
county or county-level city is generally directly below and under
the direct supervision of its corresponding municipal-level or
provincial-level government
CSRC the China Securities Regulatory Commission (
)
Development of New Rural Areas the plans, policies and targets underpinning the developments of
agricultural activities and building of the rural areas of China
into ne w rura l area s ( ) by the Ce ntra l Committe e of the
Communist Party of China and the State Council at the beginning
of 2006
Director(s) the director(s) of our Bank
Domestic Shares ordinary shares issued by our Bank in the PRC, with a nominal
value of RMB1.00 each, which are subscribed for or credited as
paid in Renminbi
Euro the official currency of the eurozone
GDP gross domestic product
GFA gross floor area
Gl obal Of fer ing t he Hon g Kong Pub lic Off eri ng an d th e In tern atio nal Off eri ng
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DEFINITIONS AND CONVENTIONS
Green application form(s) the application form(s) to be completed by the White Form eIPO
Service Provider, Computershare Hong Kong Investor Services
Limited
Harbin or Harbin Municipality the Harbin Municipality located in Northeast China, in
Heilongjiang. It is the capital of Heilongjiang Province
Harbin Economic Development the Harbin Economic Development and Investment Company
( ), a limited liability company incorporated
in the PRC on 22 August 1992. It is wholly owned by Harbin
Municipal Finance Bureau and is the only substantial shareholder
(as defined under Hong Kong Listing Rules) of our Bank
Heilongjiang or Heilongjiang
Province
Heilongjiang Province of China
H S har e Registr ar Comp uter share H ong Ko ng I nvesto r S erv ices Limi ted
H Shares the ordinary shares to be issued by our Bank in Hong Kong under
the Global Offering, with a nominal value of RMB1.00 each,
which are to be subscribed for and traded in HK dollars and are
to be listed and traded on the Hong Kong Stock Exchange
HK$ or HK dollars the lawful currency of Hong Kong
HKFRS Hong Kong Financial Reporting Standards
HKIAC Hong Kong International Arbitration Centre
HKMA the Hong Kong Monetary Authority
HKSCC Hong Kong Securities Clearing Company Limited
HKSCC Nominees HKSCC Nominees Limited, a wholly owned subsidiary of
HKSCC
Hong Kong the Hong Kong Special Administrative Region of the PRC
Hong Kong Listing Rules the Rules Governing the Listing of Securities on the Hong KongStock Exchange, as the same may be amended and supplemented
or otherwise modified from time to time
Hong Kong Offer Sha re s 302,358,000 H Sha re s (subjec t to rea lloc ation) offe re d in the
Hong Kong Public Offering
Hong Kong Public Offering the offer for subscription of the Hong Kong Offer Shares in
Hong Kong at the Offer Price and on, and subject to, the terms
and conditions of this prospectus and the Application Forms, as
further described in the section headed Structure of the Global
Offering
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DEFINITIONS AND CONVENTIONS
Hong Kong Stock Exchange The Stock Exchange of Hong Kong Limited
Hong Kong Underwriters the underwriters listed in the section headed Underwriting
Hong Kong Underwriters
Hong Kong Underwriting
Agreement
the underwriting agreement relating to the Hong Kong Public
Offering dated 18 March 2014 entered into among, inter alia, us
and the Hong Kong Underwriters, as described in the section
headed Underwriting
IFRS the International Accounting Standards, International Financial
Reporting Standards, amendments and the related interpretations
issued by the International Accounting Standards Board
International Offer Shares the 2,721,212,000 H Shares (subject to reallocation and the
Over-allotment Option) offered in the International Offering
International Offering the offer by us and the Selling Shareholders for the purchase and
sale of certain Offer Shares to investors as further described in
the section headed Structure of the Global Offering TheInternational Offering
International Underwriting
Agreement
the international underwriting agreement relating to the
International Offering, expected to be entered into on or about
25 March 2014, among, inter alia, us, the Selling Shareholders
and the International Underwriters
Inte rnationa l Underwriters the group of init ia l unde rwrite rs e xpec te d to e nter into the
International Underwriting Agreement to underwrite the
International Offering
IT Information Technology
Joi nt Bookr unn ers Ch ina In ter nati onal Capit al Cor por atio n Ho ng K ong S ecur iti es
Limited, Credit Suisse (Hong Kong) Limited, BOCI Asia
Limited, ABCI Capital Limited, Deutsche Bank AG, Hong Kong
Branch, DBS Asia Capital Limited, Haitong International
Securities Company Limited, CIMB Securities Limited, BOCOM
I nt ernat ion al S ecur iti es Li mi ted, Ch ina Merch ants
Securities (HK) Co., Limited and CCB International Capital
Limited
Joint Global Coordinators China International Capital Corporation Hong Kong Securities
Limited, Credit Suisse (Hong Kong) Limited, BOCI AsiaLimited, ABCI Capital Limited and Deutsche Bank AG, Hong
Kong Branch
Joint Le ad Ma na ge rs C hina Interna tional C apital Corporation Hong Kong Sec urit ie s
Limited, Credit Suisse (Hong Kong) Limited, BOCI Asia
Limited, ABCI Securities Company Limited, Deutsche Bank AG,
Hong Kong Branch, DBS Asia Capital Limited, Haitong
International Securities Company Limited, CIMB Securities
Limited, BOCOM International Securities Limited, China
Merchants Securities (HK) Co., Limited and CCB International
Capital Limited
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DEFINITIONS AND CONVENTIONS
Joint Sponsors China International Capital Corporation Hong Kong Securities
Limited, BOCI Asia Limited and ABCI Capital Limited
Land use rights certificates land use rights certificates in the PRC (
)
Lar ge Comm erci al Ban ks t he fi ve l arg e C hin ese commer cial ban ks consi stin g o f
Agr icu ltu ral Bank of China, Bank of Chin a, Bank o f
Communications, China Construction Bank and Industrial and
Commercial Bank of China, and their respective predecessors,
collectively
Latest Practicable Date 10 March 2014, being the latest practicable date for ascertaining
certain information in this prospectus before its publication
List ing Commi tt ee the list ing comm itt ee of th e Hong Kong St ock Exchang e
Listing Date the date on which dealing in the H Shares commences on the
Hong Kong Stock Exchange
Macau the Macau Special Administrative Region of the PRC
Mandatory Provisions the Mandatory Provisions for Articles of Association of
Companies to be Listed Overseas ( ),
as promulgated by the State Council Securities Commission and
the State Restructuring Commission on 27 August 1994 and
became effective on the same date, as the same may be amended
and supplemented or otherwise modified from time to time
micro e nterpris es e nterpris es c la ss ifie d a s mic ro e nterpris es a cc ording to the SMEs
Classification Standards, subject to different standards based on
the nature of the industries. For example, industrial enterprises
having fewer than 20 employees or generating less than RMB3
million operating income are classified as micro enterprises,
while enterprises having fewer than five employees or generating
less than RMB10 million operating income in the wholesale
industry are also classified as micro enterprises
MOF the Ministry of Finance of the PRC ( )
NAO the National Audit Office of the PRC ( )
Nationwide Joint-stock Commercial
Banks
China CITIC Bank, China Everbright Bank, Huaxia Bank, China
Guangfa Bank, Ping An Bank (formerly named as ShenzhenDevelopment Bank), China Merchants Bank, Shanghai Pudong
Development Bank, Industrial Bank, China Minsheng Bank,
Evergrowing Bank, Zheshang Bank and Bohai Bank
NBSC the National Bureau of Statistics of China (
)
NDRC the National Development and Reform Commission of the PRC
( )
New Capital Adequacy Measures Measures for Administration on Capital of Commercial Banks
(Provisional) ( ), as promulgated by
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DEFINITIONS AND CONVENTIONS
the CBRC on 7 June 2012 and effective on 1 January 2013, as
the same may be amended, supplemented or otherwise modified
from time to time
New Shares the 2,748,700,000 H Shares to be issued and offered for
subscription by our Bank in the Global Offering (assuming the
Over-allotment Option is not exercised); and, where relevant,
any additional H Shares which may be issued and offered by our
Bank pursuant to the exercise of the Over-allotment Option
No rt heast Chi na t he t hr ee pr ovi nces of Hei lon gji ang, Ji li n and Li aoni ng wh ich ar e
located in the northeast of China
NPC the National Peoples Congress of the PRC
( )
NSSF the National Council for Social Security Fund of the PRC
( )
Offer Price the final Hong Kong dollar offer price per H Share (exclusive of
any brokerage fee, SFC transaction levy and the Hong Kong
Stock Exchange trading fee) at which the H Shares are to be
subscribed and issued pursuant to the Global Offering, to be
determined as described in the section headed Structure of the
Global Offering
Offer Shares the H Shares offered in the Global Offering
Over-allotment Option the option to be granted by our Bank and the Selling
Shareholders to the International Underwriters to purchase up to
an aggregate of 453,530,000 additional H Shares at the Offer
Price as described in the section headed Structure of the Global
Offering
PBOC the Peoples Bank of China ( ), the central bank of the
PRC
PBOC Harbin Central Sub-branch the Peoples Bank of China Harbin Central Sub-branch
( ), established under the Head Office
of the PBOC, and which assumes the function of a central bank
in Heilongjiang Province
Personal Data (Privacy) Ordinance the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws
of Hong Kong, as the same may be amended, supplemented or
otherwise modified from time to time
PRC Banking Supervision and
Regulatory Law
the Banking Supervision and Regulatory Law of the PRC
( ), as enacted by the 6th meeting
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DEFINITIONS AND CONVENTIONS
of the 10th Standing Committee of the NPC on 27 December
2003, effective on 1 February 2004, as the same may be
amended, supplemented or otherwise modified from time to time
PR C Commercial Ba nking La w the C ommercial B anking L aw of the PRC (
), as enacted by the 13th meeting of the 8th Standing
Committee of the NPC on 10 May 1995, effective on 1 July
1995, as the same may be amended, supplemented or otherwise
modified from time to time
PRC Company Law the Company Law of the PRC ( ), as enacted
by the 5th meeting of the 8th Standing Committee of the NPC on
29 December 1993, effective on 1 July 1994, as the same may be
amended, supplemented or otherwise modified from time to time
PRC GAAP the generally accepted accounting principles in the PRC
PRC or China the Peoples Republic of China, but for the purposes of thisprospectus only, excluding Hong Kong, Macau and Taiwan,
unless otherwise indicated
PRC PBOC Law the Law of the Peoples Bank of China of the PRC
( ), as enacted by the 3rd meeting of
the 8th Standing Committee of the NPC on 18 March 1995,
effective on the same date, as the same may be amended,
supplemented or otherwise modified from time to time
PRC Securities Law the Securities Law of the PRC ( ), as enacted
by the 6th meeting of the 9th Standing Committee of the NPC on29 December 1998 and became effective on 1 July 1999, as the
same may be amended, supplemented or otherwise modified
from time to time
Price Determination Date the date, expected to be on or about 25 March 2014, on which the
Offer Price is to be fixed by an agreement between us and the
Joint Global Coordinators (on behalf of the Underwriters) for the
purpose of the Global Offering
Promoters the promoters that established our Bank on 25 July 1997. At the
time of our establishment, our Promoters comprised 154corporate shareholders and 4,756 individual shareholders
Regulation S Regulation S under the U.S. Securities Act
RMB or Renminbi the lawful currency of the PRC
Rub le or RUB Russi an r uble, the lawf ul cu rr ency of t he Russian Feder atio n
Rule 144A Rule 144A under the U.S. Securities Act
SAFE the State Administration of Foreign Exchange of the PRC
( )
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DEFINITIONS AND CONVENTIONS
SAIC the State Administration for Industry and Commerce of the PRC
( )
Sale Shares the 274,870,000 H Shares converted from Domestic Shares
initially to be sold by the Selling Shareholders in the Global
Offering (assuming the Over-allotment Option is not exercised);
and, where relevant, any additional H Shares converted from
Domestic Shares which may be sold by the Selling Shareholders
pursuant to the exercise of the Over-allotment Option. For more
information, see Share Capital Transfer of Shares to the
NSSF
SASAC the State-owned Assets Supervision and Administration
Commission of the State Council
( )
SAT the State Administration of Taxation of the PRC ()
Se lling Sha re holders the s ta te -owned s ha re holders, c olle ctively, who a re require d to
reduce their shareholding pursuant to the relevant PRC
regulations relating to reduction of state-owned shares as further
listed out in the section headed Information About this
Prospectus and Global Offering The Selling Shareholders
SFC the Securities and Futures Commission of Hong Kong
SFO the Securities and Futures Ordinance, Chapter 571 of the Laws of
Hong Kong, as the same may be amended, supplemented or
otherwise modified from time to time
SHIBOR Shanghai Interbank Offered Rate, a daily reference rate
published by the National Interbank Funding Centre
small e nterpris es e nterpris es c la ss ifie d a s small e nterpris es a cc ording to the SMEs
Classification Standards, subject to different standards based on
the nature of the industries. For example, industrial enterprises
having more than 20 but fewer than 1,000 employees and
generating more than RMB3 million operating income are
classified as small enterprises, while enterprises having more
than five but fewer than 200 employees and generating more than
RMB10 million operating income in the wholesale industry are
also classified as small enterprises
SMEs small enterprises, medium enterprises and micro enterprises as
classified pursuant to the SMEs Classification Standards
SMEs Classification Standards Regulations on the Standards for Classification of SMEs
( ) jointly promulgated by the PRC Ministry
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DEFINITIONS AND CONVENTIONS
of Industry and Information Technology, the NBSC, the NDRC
and the MOF on 18 June 2011. Enterprises in various industries
are classified based on a number of criteria, such as the number
of employees and operating income
Spec ia l R egulations the Spe cial Re gula tions on the Ove rs ea s Offering a nd L is ting of
Shares by Joint Stock Limited Companies (
), as promulgated by the State
Council on 4 August 1994
Stabilis ing Ma na ge r Haitong Interna tional Sec urit ie s Company L imited
State Council the PRC State Council ( )
Supervisor(s) the supervisor(s) of our Bank
Trac k R ec ord Period the period c omprising the yea rs e nded 31 Dec embe r 2010, 2011
and 2012 and the nine months ended 30 September 2013
Un derwr it ers t he Hon g Kong Under wr iter s and the I nt ernat ion al Un derwr it ers
Underwriting Agreements the Hong Kong Underwriting Agreement and the International
Underwriting Agreement
U.S., U.S.A. or United States the United States of America
US$ or U.S. dolla rs the lawful c urre nc y of the Unite d Sta te s
U. S. Secur iti es Act t he Uni ted S tat es Secur iti es Act of 1933
Village and Township Banks banks that are approved by the CBRC to be incorporated in rural
areas with the main business focused on serving local farmers
and supporting agricultural development
Whi te For m eI PO t he appl icat ion f or Hong Kong Of fer Sh ares to be issued in the
applicants own name by submitting applications online thro
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