China Zheshang Bank Co., Ltd. 浙 商 銀 行 股 份 有 限
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. CHINA ZHESHANG BANK CO., LTD. 浙商銀行股份有限公司* (A joint-stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2016) 2016 ANNUAL RESULTS ANNOUNCEMENT The board of directors (the “Board”) of China Zheshang Bank Co., Ltd. (the “Bank”) hereby announces the audited results of the Bank for the year ended December 31, 2016. This announcement, containing the full text of the 2016 annual report of the Bank, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) in relation to information to accompany preliminary announcements of annual results. Publication of Annual Results Announcement and Annual Report Both the Chinese and English versions of this results announcement are available on the websites of the Bank (www.czbank.com) and the Stock Exchange (www.hkex.com.hk). In the event of any discrepancies in interpretations between the English and Chinese text, the Chinese version shall prevail. Printed version of the 2016 annual report of the Bank will in due course be delivered to the H shareholders of the Bank and available for viewing on the websites of the Bank (www.czbank.com) and the Stock Exchange (www.hkex.com.hk). By order of the Board China Zheshang Bank Co., Ltd. Shen Renkang Chairman Hangzhou, the PRC March 10, 2017 As of the date of this announcement, the executive directors of the Bank are Mr. Shen Renkang, Mr. Liu Xiaochun, Ms. Zhang Luyun and Mr. Xu Renyan; the non-executive directors are Mr. Wang Mingde, Ms. Wang Yibing, Ms. Shen Xiaojun, Ms. Gao Qinhong, Mr. Hu Tiangao, Ms. Lou Ting and Mr. Zhu Weiming; the independent non-executive directors are Mr. Jin Xuejun, Mr. Tong Benli, Mr. Yuan Fang, Mr. Dai Deming, Mr. Liu Pak Wai and Mr. Zheng Jindu. * China Zheshang Bank Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking and/or deposit-taking business in Hong Kong. IMPORTANT NOTICE The Board of Directors, the Board of Supervisors, Directors, Supervisors and Senior Management of the Company confirm that the contents in this report are true, accurate and complete and have no false representations, misleading statements or material omissions, and they will individually and collectively accept legal responsibility for such contents. The 8th meeting of the fourth session of the Board of the Company, held on March 10, 2017, approved the Annual Report of China Zheshang Bank Co., Ltd. for 2016. The Company has 17 Directors, among which 15 Directors attended the meeting in person, Mr. Shen Renkang had authorized Mr. Liu Xiaochun to attend and preside over this meeting on his behalf and Mr. Xu Renyan had authorized Ms. Zhang Luyun to attend this meeting on his behalf, which was in compliance with the requirements of the Company Law of the People’s Republic of China and the Articles of Association of the Company. 12 Supervisors of the Company attended the meeting. PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers (both being auditors of the Company) have audited the 2016 annual financial report of the Company prepared in accordance with the China Accounting Standards for Business Enterprises and the International Financial Reporting Standards, and have issued standard unqualified audited reports, respectively. Unless otherwise illustrated in this report, the currency for any amounts herein is RMB. Certain amounts and percentage numbers in this report have been rounded. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. This report is prepared in Chinese and English, respectively, and the Chinese version shall prevail if any ambiguities arise from the understanding of the Chinese and English texts. The Board of the Company has proposed to declare a cash dividend of RMB1.70 per 10 shares (tax inclusive) for 2016, payable in RMB to holders of Domestic Shares and in HK dollars to holders of H Shares. The above proposal on dividend distribution is subject to consideration and approval at the 2016 annual general meeting of the Company. Shen Renkang (Chairman of the Bank), Liu Xiaochun (President of the Bank), Liu Long (Chief Financial Officer of the Bank) and Jing Feng (景峰) (Director of the Financial Department) confirm that the financial report in the annual report is true, accurate and complete. SIGNIFICANT RISK WARNING Please refer to the section headed “Management Discussion and Analysis – Risk Management” of this report for information about major risks faced and measures to be taken by the Company. The forward-looking statements about matters like future plans of the Company in this report do not constitute substantive commitments to the investors, and the investors and related persons shall maintain sufficient risk awareness in this regard, and shall understand the difference among plans, forecasts and commitments. China Zheshang Bank Co., Ltd. is not an authorized 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 authorized to carry on banking and/or deposit-taking business in Hong Kong. Definitions “Company”, “Bank”, “our Bank”, China Zheshang Bank Co., Ltd. “China Zheshang Bank” or “CZBank”: “Articles of Association”: the articles of association of China Zheshang Bank Co., Ltd. “Shareholder(s):” the shareholder(s) of the Company “Board” or “Board of Directors”: the board of directors of the Company “Board of Supervisors”: the board of supervisors of the Company CHINA ZHESHANG BANK CO., LTD. LTD. CO., BANK ZHESHANG CHINA “Director(s)”: the director(s) of the Company “Supervisor(s)”: the supervisor(s) of the Company “CBRC”: China Banking Regulatory Commission “CSRC”: China Securities Regulatory Commission “Hong Kong Stock Exchange” or “SEHK”: The Stock Exchange of Hong Kong Limited “Company Law”: the Company Law of the People’s Republic of China “Commercial Banking Law”: The Commercial Banking Law of the People’s Republic of ANNU China A “SFO”: Securities and Futures Ordinance (Chapter 571 of the Laws L REPO L of Hong Kong) “Hong Kong Listing Rules”: The Rules Governing the Listing of Securities on the Stock R T 2016 T Exchange of Hong Kong Limited “Model Code”: the Model Code for Securities Transactions by Directors of Listed Issuers, as set out in Appendix 10 to Hong Kong Listing Rules “Domestic Shares”: ordinary shares issued by the Company with a nominal value of RMB1.00 each, which are subscribed for or credited as paid in full in RMB “H Shares”: overseas-listed foreign shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars. Such shares of the Company are listed and traded on the Hong Kong Stock Exchange “Share(s)”: Shares of the Company, including Domestic Shares and H Shares “RMB” or “Renminbi”: Renminbi, the lawful currency of the PRC “HKD” or “HK$” or “Hong Kong dollars” Hong Kong dollars, the lawful currency of Hong Kong or “HK dollars”: “Third Five-Year” plan: Development Plan for 2016 to 2020 of China Zheshang Bank Co., Ltd. 2 Company Profile 1. Company name in Chinese: 浙商銀行股份有限公司(Abbreviation in Chinese: 浙商銀行) Company name in English: CHINA ZHESHANG BANK CO., LTD. (Abbreviation in English: CZBANK) 2. Legal Representative: Shen Renkang 3. Registered and office address: No. 288, Qingchun Road, Hangzhou, Zhejiang, the PRC Postcode: 310006 E-mail: [email protected] LTD. CO., BANK ZHESHANG CHINA Website: www.czbank.com Customer service hotline: 95527 Tel for investor relations management: 86-571-88268966 Fax: 86-571-87659826 4. Principal place of business 18/F, Tesbury Centre, 28 Queen’s Road East, in Hong Kong: Wanchai, Hong Kong 5. Authorized representatives: Xu Renyan, Liu Long 6. Secretary to the Board: Liu Long ANNU Joint company secretaries: Liu Long, Wong Yat Tung A L REPO L 7. Stock exchange where the Hong Kong Stock Exchange R securities are listed: 2016 T Stock abbreviation: CZBANK Stock code: 2016 8. Share registrar: H Shares: Computershare Hong Kong Investor Services Limited Shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong Domestic Shares: China Securities Depository and Clearing Corporation Limited Building A, Hengao Centre, No.17, Taipingqiao Street, Xicheng District, Beijing 3 Company Profile 9. Legal advisers: As to PRC Laws: Zhejiang T&C Law Firm As to Hong Kong Laws: Freshfields Bruckhaus Deringer 10. Compliance Adviser: ABCI Capital Limited 11. Accounting firms engaged by the Company: CHINA ZHESHANG BANK CO., LTD. LTD. CO., BANK ZHESHANG CHINA Domestic auditor: PricewaterhouseCoopers Zhong Tian LLP Office address: 11/F, PricewaterhouseCoopers Center, No. 202 Hubin Road, Shanghai Signing accountants: Zhu Yu, Ye Jun International auditor: PricewaterhouseCoopers Office address: 22/F, Prince’s Building, Central, Hong Kong 12. Place of maintenance Office of the Board of the Company of annual reports: (No. 288, Qingchun Road, Hangzhou, Zhejiang, the PRC) Website of Hong Kong www.hkexnews.hk Stock Exchange for ANNU publishing this annual report: A L REPO L 13. Other information about Uniform social credit code: 91330000761336668H the Company: R T 2016 T Financial institution license serial number: B0010H133010001 Registration date: July 26, 2004 4 Company Profile China Zheshang Bank Co., Ltd.