News。 On July 25 ICBC announced plans to issue Rmb80bn of perpetual andnoncumulative preferred shares, pending shareholder and regulatoryapprovals. Key features include: (1) Rmb45bn/Rmb35bn of preferred shareswill be issued in the onshore/offshore markets; (2) private placement ofonshore shares to less than 200 investors and offshore shares to qualifiedoffshore investors; (3) dividend yield for onshore/offshore shares would beset by the China govt bond yield/undetermined benchmark rate plus a fixedpremium to be set upon issuance. The yield would either remainunchanged or be modified once per every agreed-upon period; (4)mandatory conversion to common equity if ICBC’s core tier I CAR fallsbelow 5.125%, and/or if regulators deem ICBC cannot survive if conversiondoes not happen. The conversion price would be Rmb3.44 per share (0.8XFY14E P/B) for onshore and is currently undetermined for offshore. Analysis。 We calculate the preferred share issuance would help raise ICBC’s tier ICAR by c.0.5pp/0.4pp in FY15/16, from our existing estimates of core tier ICAR of 10.6%/10.7%. Further, assuming proceeds generating 4pp yieldsand two scenarios of 6%/9% div yields (based on current rates), our proformaanalysis suggests the issuance would have a limited impact oncurrent dividends to common shareholders (we estimate the preferredshare dividends would represent c.4.5%/6.8% of total FY15E dividends), as:(1) proceeds from the issuance would generate interest income, potentiallyraising EPS by c.0.8%/0.6% in 2015E/16E; (2) to keep our current 2015Eforecast of common share DPS unchanged, we estimate ICBC would onlyneed to raise its dividend payout ratio from the current 35% by 1.3-2.1pp. Implications。 We maintain our Buy rating on both ICBC H/A shares. Our estimates andtarget price are unchanged.