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ABC IPO TOP INVESTORS:

According to an IPO document obtained by Caixin, ABC's H-share IPO has 11 cornerstone investors, including U.S. agricultural giant Archer Daniels Midland Co. committing US$ 100 million, Cheung Kong Holdings committing US$ 100 million, China Resources Group committing US$ 200 million and CTS Group committing US$ 150 million. In addition, the Kuwait Investment Authority has agreed to buy US$ 800 million; Qatar Investment Authority has committed US$ 2.8 billion; Rabobank has committed US$ 250 million; Standard Chartered Bank has committed US$ 500 million; Sevens Group has committed US$ 250 million; Temasek has committed US$ 200 million and UOB has committed US$ 100 million. Among these, Archer Daniels Midland Co., Kuwait Investment Authority, Qatar Investment Authority, Sevens Group, Standard Chartered and Rabobank have a lock-up period of 12 months. Cheung Kong, China Resources Group, CTS Group, Temasek and UOB have a lock-up period of six months and are allowed to dispose no more than 50 percent of their holdings in the six months after the lock-up period expires. An insurance company participating in ABC's strategic placement will buy 1 billion yuan worth of ABC shares at 3.03 yuan per share, a source from the insurance company said. An investor familiar with ABC management also said that ABC plans to offer a discount up to 15 percent to strategic investors. During an investor conference at the headquarters of ABC on June 19, Pan said strategic placement accounts for about 40 percent of ABC's A- share offering. Ten billion shares have currently been placed out under the strategic subscription, of which half will be locked up for 12 months and the other half for 18 months. After the placement, ABC will publicly offer 12 billion shares, of which about 5 to 6 billion shares will be through offline public offerings. If calculated at 3 yuan per share, offline public offerings will raise 15 to 18 billion yuan. Online public offerings will raise 20 billion yuan.

Commission and Expenses:


According to the Hong Kong underwriting agreement, the Hong Kong underwriters will receive a gross underwriting commission of 1.96% of the Offer Price payable for the Hong Kong Offer Shares initially offered under the Hong Kong Public Offering. For unsubscribed Hong Kong Offer Shares reallocated to the International Offering, we will pay an underwriting commission at the rate applicable to the International Offering and such commission will be paid to the international underwriters. The aggregate commissions and fees, together with the listing fees, SFC transaction levy, the Hong Kong Stock Exchange trading fee, legal and other professional fees, printing and other expenses of us relating to the Global Offering are estimated to amount to approximately HK$1.3 billion (assuming an Offer Price of HK$3.18 per Offer Share, which is the mid-point of our indicative price range for the Global Offering, and the over-allotment option for the Global Offering is not

exercised) in total. The underwriters have agreed to reimburse us for certain expenses we incur in connection with the Global Offering.

Fees for IPO Distribution:

Underwriters of Agricultural Bank of China Ltd.s Hong Kong initial public offering are tapping a smaller pool of fees than the prospectus would otherwise indicate, and the unusually large group seven in all means that each is getting a smaller piece of the pie. But it still stands to be a big payday, with some investment banks standing to gain more than others, and with Goldman Sachs Group Inc. leading the way. According to a person familiar with the situation, Goldman Sachs and China International Capital Corp. will each collect 17% of the fee pool set aside by AgBank for the underwriters. Based on the prospectus, that pool should stand at 1.98% of the total proceeds from the Hong Kong IPO, which raised $10.44 billion, but given AgBank isnt paying out fees on funds raised by cornerstone investors it brought in by itself, the actual payout is more like 1.35% of the total, the person said. That translates into a pool of about $140.9 million, or $23.96 million each for Goldman Sachs and CICC. Goldman is also the stabilizing manager for the deal,

giving it further opportunities to benefit from brokerage fees if it finds itself needing to prop up AgBanks share price during the first 30 days of the stock trading. Morgan Stanley, which was joint global coordinator of the IPO together with Goldman and CICC, will get 15%, and J.P. Morgan Chase & Co., Deutsche Bank AG and Macquarie Group Ltd. each stand to take home 13% of the pool, the person said. AgBanks own investment banking unit, ABC International Holdings Ltd. which was also nominally one of the global coordinators will get 12%. The fees, while handsome, are not breaking any records. When China Construction Bank Corp. listed in Hong Kong in 2005, the underwriters shared $230.7 million in fees, according to Thomson Reuters, despite raising $9.2 billion, significantly less than AgBank. But as the first of Chinas major banks to list, the underwriters and other advisers spent about a year and a half putting the CCB deal together, establishing a template for the next ones. Still, it hasnt been a cakewalk for the underwriters on the AgBank deal, who have been forced to turn around one of the biggest IPOs in history in a bit over three months. Underwriters for Industrial & Commercial Bank of China Ltd. had more than six months to prepare before raising $21.9 billion for that bank in what is still the worlds biggest IPO. AgBank so far has raised $19.23 billion in its dual listing in Hong Kong and Shanghai, but may raise as much as $22.1 billion if demand for shares justifies an overallotment being exercised. The bank also kept the underwriters on their toes by not formally saying which banks would be anointed global coordinators until well into the IPO process. Another person familiar with the situation said AgBank initially told the investment banks to decide among themselves how the fees would be distributed before later deciding on an appropriate allocation itself.

UNDERWRITERS for the IPO: Agricultural Bank of China (ABC) Ltd., one of China's big four commercial banks, announced the members of its underwriting group for its initial public offering (IPO). China International Capital Corp. (CICC), Citic Securities Co., Guotai Junan Securities Co. and China Galaxy Securities Co. are all helping to underwrite ABC's A-share offering in China.

Goldman Sachs Group Inc., JP Morgan Chase & Co., Morgan Stanley, Deutsche Bank AG, Macquarie Group Ltd. and the CICC are underwriting the H-share offering. The abovementioned investment banks not only have long-term friendly and cooperative relations with ABC, but also possess strong comprehensive experience and good reputations among domestic and international capital markets, said an ABC spokesman. ABC International Holdings Ltd., a wholly-owned investment banking unit of ABC, will also join the underwriting work of ABC's Hong Kong IPO.

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