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招商銀行股份有限公司 China Merchants Bank Co., Ltd

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招商銀行股份有限公司 China Merchants Bank Co., Ltd 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. 招商銀行股份有限公司 CHINA MERCHANTS BANK CO., LTD. (A joint stock company incorporated in the People’s Republic of China with limited liability) (H Share Stock Code: 03968) (Preference Share Stock Code: 04614) 2017 ANNUAL RESULTS ANNOUNCEMENT The Board of Directors (the “Board”) of China Merchants Bank Co., Ltd. (the “Company”) hereby announces the audited results of the Company and its subsidiaries for the year ended 31 December 2017. This announcement, containing the full text of the 2017 Annual Report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to information to accompany preliminary announcement of annual results. Printed version of the Company’s 2017 Annual Report will be delivered to the H-Share Holders of the Company and available for viewing on the websites of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk) and of the Company (www.cmbchina.com) in April 2018. Publication of Results Announcement Both the Chinese and English versions of this results announcement are available on the websites of the Company (www.cmbchina.com) and The Stock Exchange of Hong Kong Limited (www.hkex.com.hk). In the event of any discrepancies in interpretations between the English version and Chinese version, the Chinese version shall prevail. The Company has also prepared the annual report in Chinese in accordance with the PRC Generally Accepted Accounting Principles, which is available on the websites of the Company (www.cmbchina.com) and Shanghai Stock Exchange (www.sse.com.cn). By Order of the Board China Merchants Bank Co., Ltd. Li Jianhong Chairman 23 March 2018 As at the date of this announcement, the executive directors of the Company are Tian Huiyu and Li Hao; the non-executive directors of the Company are Li Jianhong, Fu Gangfeng, Sun Yueying, Hong Xiaoyuan, Su Min, Zhang Jian and Wang Daxiong; and the independent non-executive directors of the Company are Leung Kam Chung, Antony, Wong Kwai Lam, Pan Chengwei, Pan Yingli, Zhao Jun and Wong See Hong. China Merchants Bank Contents 1 Annual Report 2017 Contents 2 Important Notice 3 Definitions 3 Significant Risk Warning 4 Chairman’s Statement 7 President’s Statement 11 I Company Information 16 II Summary of Accounting Data and Financial Indicators 19 III Report of the Board of Directors 19 3.1 Analysis of the Overall Operation 19 3.2 Analysis of Income Statement 25 3.3 Analysis of Balance Sheet 29 3.4 Analysis of Loan Quality 34 3.5 Analysis of Capital Adequacy Ratio 37 3.6 Results of Operating Segments 38 3.7 Other Financial Disclosures in accordance with the Regulatory Requirements 39 3.8 Business Development Strategies 42 3.9 Changes in the External Environment and Corresponding Measures 49 3.10 Business Operations 65 3.11 Risk Management 71 3.12 Profit Appropriation 73 3.13 Requirements of the Environmental, Social and Governance Reporting Guide 73 3.14 Compliance with relevant Laws and Regulations 73 3.15 Management Contracts 73 3.16 Permitted Indemnity Provision 74 IV Important Events 81 V Changes in Shares and Information on Shareholders 91 VI Directors, Supervisors, Senior Management, Employees, and Organisational Structure 106 VII Corporate Governance 124 VIII Report of the Board of Supervisors 125 IX Financial Statements 2 China Merchants Bank Important Notice Annual Report 2017 Important Notice 1. The Board of Directors, the Board of Supervisors, Directors, Supervisors and senior management of the Company confirm that the contents in this annual 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. 2. The 22nd meeting of the Tenth Session of the Board of Directors of the Company was held at its Shekou Training Center on 23 March 2018. The meeting was presided by Li Jianhong, Chairman of the Board of Directors. 15 out of 15 eligible Directors attended the meeting in person. 8 Supervisors of the Company were present at the meeting. The convening of the meeting complied with the relevant provisions of the “Company Law of the People’s Republic of China” and the “Articles of Association of China Merchants Bank Co., Ltd.”. 3. Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu (both being auditors of the Company) have separately reviewed the 2017 annual financial report prepared in accordance with the PRC Generally Accepted Accounting Principles and International Financial Reporting Standards, and issued standard auditing reports with unqualified opinions. 4. Unless otherwise stated, all monetary sums stated in this annual report are expressed in RMB. 5. Li Jianhong, Chairman of the Company, Tian Huiyu, President and Chief Executive Officer, Li Hao, First Executive Vice President and Chief Financial Officer, and Li Li, the person in charge of the Finance and Accounting Department, hereby make representations in respect of the truthfulness, accuracy and completeness of the financial statements in this annual report. 6. Proposal of profit appropriation: it was proposed that 10% of the audited net profit of the Company for 2017 of RMB64.510 billion, equivalent to RMB6.451 billion, will be allocated to the statutory surplus reserve, while 1.5% of the total amount of the risk assets, equivalent to RMB2.760 billion, will be appropriated to the general reserve. Based on the total share capital of A Shares and H Shares on the record date for implementation of the profit appropriation, the Company will declare a cash dividend of RMB0.84 (tax included) for every share to all shareholders of the Company whose names appear on the register, payable in Renminbi for holders of A Shares and in Hong Kong Dollars for holders of H Shares. The actual profit appropriations amount in HKD would be calculated based on the average benchmark rate for RMB to HKD published by the People’s Bank of China for the previous week (including the day of the general meeting) before the date of the general meeting. The retained profits will be carried forward to the next year. In 2017, the Company did not transfer any capital reserve into share capital. The above proposal of profit appropriation is subject to consideration and approval at the 2017 Annual General Meeting of the Company. 7. We have included in this report certain forward-looking statements with respect to the financial position, operating results and business development of the Group. We use words such as “will”, “may”, “expect”, “try”, “strive”, “plan”, “anticipate”, “aim at”, and similar expressions to indicate forward-looking statements. These statements are based on current plans, estimates and projections. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we give no assurance that these expectations will turn into reality or prove to be correct. Therefore they should not be deemed as the Group’s commitments. Investors should not place undue reliance on such statements and should pay attention to investment risks. You are cautioned that such forward-looking statements are related to future events or future financial position, business, or other performances of the Group, and are subject to a number of uncertainties which may cause substantial differences from those in the actual results. China Merchants Bank Definitions / Significant Risk Warning 3 Annual Report 2017 Definitions The Company, the Bank, CMB or CMB Financial Leasing or CMBFL: China Merchants Bank: CMB Financial Leasing Co., Ltd. China Merchants Bank Co., Ltd. CMB International Capital or CMBIC: The Group: CMB International Capital Holdings Corporation Limited China Merchants Bank Co., Ltd. and its subsidiaries China Merchants Fund or CMFM: China Banking Regulatory Commission or CBRC: China Merchants Fund Management Co., Ltd. China Banking Regulatory Commission CIGNA & CMB Life Insurance: China Securities Regulatory Commission or CSRC: CIGNA & CMB Life Insurance Co., Ltd. China Securities Regulatory Commission CM Securities: China Insurance Regulatory Commission or CIRC: China Merchants Securities Co., Ltd. China Insurance Regulatory Commission Deloitte Touche Tohmatsu Certified Public Hong Kong Stock Exchange or SEHK: Accountants LLP: The Stock Exchange of Hong Kong Limited Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership) Hong Kong Listing Rules: The Rules Governing the Listing of Securities on the SEHK SFO: Securities and Futures Ordinance Wing Lung Bank or WLB: (Chapter 571 of the Laws of Hong Kong) Wing Lung Bank Limited Model Code: Wing Lung Group: Model Code for Securities Transactions by Directors of Wing Lung Bank and its subsidiaries Listed Issuers of Hong Kong Stock Exchange Significant Risk Warning The Company has disclosed herein the major risks involved in its operations and the proposed risk management measures. Please refer to Chapter III for the details in relation to risk management. 4 China Merchants Bank Chairman’s Statement Annual Report 2017 Chairman’s Statement 2017 was an extraordinary year witnessing China’s entry into a new era as announced at the 19th CPC National Congress, and was also the 145th anniversary of China Merchants Group and the 30th anniversary of China Merchants Bank. Over the past year, facing tough challenges from internal and external operating environment, China Merchants Bank has stayed true to its original aspiration and maintained its strategic positioning. It made a great move forward in regaining its past glory, and honoured the 19th CPC National Congress, the 145th anniversary of China Merchants Group and the 30th anniversary of China Merchants Bank by delivering satisfactory operating results.
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