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Dentons Advises Ping An Bank on Issuance of 20 Billion RMB Preference Shares

The 20 billion RMB non-public preference shares issuance project of Ping An Bank Co., Ltd. (Ping An Bank) (stock abbreviation: PAB; stock code: 000001), which took almost two years, has successfully completed the work of issuance on March 8, 2016.

Our Senior Partner Mr. Aiqun Duan who practices in the Capital Markets Department at both Beijing Office and Shanghai Office, as the project leader and the attorney to undertake the project, formed the project team with senior partner Xugang Yu and attorney Huiyi Yan and acted as the signing attorneys of this non-public issuance project of Ping An Bank, and provided this project with full-course legal services. The legal team wins high praise from clients and cooperative agencies by providing the client with the supreme, efficient and comprehensive legal services in terms of issuance initiative planning, due diligence, revision of the articles, improvement of the corporate governance structure, drafting legal documents, inquiry, auction and book-keeping, etc.

Preference shares, as shares of other type separately prescribed by the Law, is a significant innovative financial product launched according to “Guiding Opinions of the State Council on the Pilot Launch of Preference Shares (No.[2013]46)” and CSRC “Measures on the Administration of the Pilot Scheme of Preference Shares”. Ping An Bank, which has always been at the forefront of finance innovation in China, is another commercial bank to issue preference shares following Bank of China, Industrial and Commercial Bank of China, etc.

Preference shares of banks, which distinct from the ordinary shares, is generally considered a hybrid instrument combining equity and bonds. Meanwhile, basing on “Basel III”, “Administrative Measures for the Capitals of Commercial Banks (for Trial Implementation)” and other regulations, they possess some special functions such as shelf offering and capital write-downs, which further reveal their flexibility and elaboration. The multi-function feature of preference shares displays their specific superiorities and adaptability in the current background and atmosphere of fluctuant capital market.

In this project, Guotai Junan Securities Co. Ltd. and Ping An Securities Limited Company are the co-sponsors. The co-lead underwriters of this project are Guotai Junan Securities Co. Ltd., Ping An Securities Limited Company, CITIC Securities Co., Ltd.and Shenwan Hongyuan Financing Services Co., Ltd. PwC (PricewaterhouseCoopers) LLP is the audit institution.