ICBC Calls 29 Sept ESM to Approve RMB100 Billion A-Share Placement and RMB53.85 Billion Interim Dividend

Bulletin Express
Yesterday

Industrial and Commercial Bank of China (ICBC) has issued a circular convening a second Extraordinary Shareholders’ Meeting (ESM) for 29 September 2026 in Beijing to seek approval for a series of capital and shareholder-return resolutions.

ICBC proposes an interim cash dividend of RMB1.511 per 10 shares (pre-tax) on its 356.41 billion outstanding ordinary shares, equating to a payout of RMB53.85 billion—31.0% of first-half 2026 net profit attributable to equity holders. The record date is set for 20 October 2026, with payments scheduled for 21 October (A shares) and 25 November (H shares).

Key agenda items also include a fresh 12-month general mandate allowing the Board to issue up to 10% of existing A and H share capital—26.96 billion A shares and 8.68 billion H shares—at a price not lower than the 20-day average prior to the pricing date.

Under this mandate, the Board seeks specific approval to place new A shares raising no more than RMB100.00 billion (approximately HKD115.66 billion) to replenish Common Equity Tier 1 (CET1) capital. Six state-owned subscribers have committed: the Ministry of Finance (MOF) with RMB70.0 billion and China National Tobacco Corporation (CNTC) together with four wholly-owned subsidiaries contributing a combined RMB30.0 billion. All shares issued will carry a five-year lock-up.

Illustrative calculations using the recent 20-day average A-share price of RMB8.13 suggest the MOF would subscribe for about 8.95 billion new shares and the CNTC group for roughly 3.84 billion, together representing close to 10% of current share capital. Post-issue, the MOF’s stake would rise from 31.14% to 32.49%, while Central Huijin would remain the largest shareholder at 33.59%. Public float would stay above Hong Kong’s minimum 15% requirement.

ICBC reported first-half 2026 group net profit of RMB176.48 billion, with CET1, Tier 1 and total capital adequacy ratios at 13.21%, 14.43% and 18.57% respectively. Management states the new equity will strengthen capital buffers, support credit growth in its “Five Priorities” (technology, green, inclusive, pension and digital finance) and underpin continued risk resilience.

Additional resolutions cover a three-year shareholder return plan (2026-2028), analysis of potential earnings dilution, and authorisations for the Board to finalise issuance terms. The MOF is seeking an exemption from making a mandatory tender offer, citing a five-year lock-up and approval by independent shareholders, in line with takeover regulations.

Shareholders of record on 23 September 2026 (H shares) are eligible to vote; proxy forms must be lodged at Computershare Hong Kong by 2:50 p.m. on 28 September 2026.

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