China Huarong Asset Management Co., Ltd. (A Joint Stock Limited Liability Company Incorporated in the People’S Republic of China) (Stock Code: 2799)
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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 Huarong Asset Management Co., Ltd. (a joint stock limited liability company incorporated in the People’s Republic of China) (Stock Code: 2799) 2015 ANNUAL RESULTS ANNOUNCEMENT OF CHINA HUARONG The board of directors (the “Board”) of China Huarong Asset Management Co., Ltd. (the “Company”) is pleased to announce the annual audited results of the Company and its subsidiaries for the year ended December 31, 2015. The Audit Committee of the Board has reviewed this annual audited results. This announcement complies with the relevant content requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to preliminary announcements of annual results. The printed version of the Company’s 2015 Annual Report will be delivered to the holders of the H shares of the Company and available for viewing on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and of the Company at www.chamc.com.cn in April 2016. 1 Contents 1. Company Profile 3 2. Definitions 4 3. Important Notice 8 4. Corporate Information 9 5. Financial Summary 11 6. Chairman’s Statement 14 7. President’s Statement 17 8. Statement of Chairman of the Board of Supervisors 20 9. Management Discussion and Analysis 21 10. Social Responsibility 86 11. Changes in Share Capital and Information on Substantial Shareholders 88 12. Directors, Supervisors and Senior Management 92 13. Corporate Governance Report 107 14. Internal Control 133 15. Report of the Board of Directors 138 16. Report of the Board of Supervisors 145 17. Significant Events 147 18. Audit Report and Financial Statements 149 19. List of Domestic and Overseas Entities 308 2 2015 Annual Results Announcement of China Huarong 1. Company Profile China Huarong Asset Management Co., Ltd. (stock code: 2799), with its predecessor being China Huarong Asset Management Corporation, was founded on November 1, 1999. On September 28, 2012, the Company was converted into a joint stock limited company upon the approval of the State Council. On October 30, 2015, China Huarong was listed on the Main Board of the Hong Kong Stock Exchange. Currently, China Huarong has its geographic coverage across 30 provinces, autonomous regions and municipalities in China as well as in Hong Kong. The Company has 31 branches across the country as well as principal operating subsidiaries including Huarong Securities, Huarong Financial Leasing, Huarong Xiangjiang Bank, Huarong Trust, Huarong Futures, Huarong Rongde, Huarong Real Estate and Huarong International. With these platforms, the Company has developed into “a professional asset manager and prominent provider of integrated financial services” operating “mixed businesses” which effectively integrates resources, enhances synergy and provides multi- licensed, multi-functional and comprehensive financial services in areas such as distressed asset management, asset management, banking, securities, trust, financial leasing, investment and futures. In 2015, China Huarong was awarded the “Best Corporate Social Responsibility Practice of 2014” by the China Banking Association, “2015 Top 500 Asian Brands” and “2015 Top 50 Chinese Brands” at the 10th Asian Brand Ceremony, and “AAA-level Credit Enterprise in China” by the China Enterprise Credit Evaluation Center. Looking forward, China Huarong will continue to pursue business growth in a prudent manner, strengthen its core business of distressed asset management and operation, improve its capacity to provide comprehensive financial services and strengthen its efforts in business innovation and internationalization, in order to realize its strategic transformation towards a first-class AMC featuring “scientific governance, systematic management, strong core business, integrated operation and outstanding results”. 3 2. Definitions In this results announcement, unless the context otherwise requires, the following expressions have the following meanings. “AMC(s)” the four asset management companies approved for establishment by the State Council, namely the Company, China Cinda Asset Management Co., Ltd., China Great Wall Asset Management Corporation and China Orient Asset Management Corporation “Articles of Association” or the Articles of Association of the Company as amended from “Articles” time to time “Board” or “Board of Directors” the board of directors of the Company “Board of Supervisors” the board of supervisors of the Company “CBRC” China Banking Regulatory Commission ( 中國銀行業監督管 理委員會 ) “China” or “PRC” the People’s Republic of China excluding, for the purpose of this results announcement, Hong Kong, Macau and Taiwan “CIRC” China Insurance Regulatory Commission(中國保險監督管理 委員會) “Company” China Huarong Asset Management Co., Ltd. “CSRC” China Securities Regulatory Commission ( 中國證劵監督管理 委員會 ) “debt-to-equity swap(s)” or “DES” the practice of converting indebtedness owed by the obligors to equity “DES Assets” (1) the equity assets that the Company acquired as a result of equity swaps of distressed debt assets of a number of medium and large state-owned enterprises according to national policy prior to its restructuring; (2) additional equities of the aforementioned enterprises the Company subsequently acquired as part of asset packages it purchased; (3) additional investments by the Company in the aforementioned companies; (4) equities the Company received in satisfaction of debt and assets the Company acquired through distressed asset management; and (5) the equity portfolio China Huarong received as part of its share capital when it was established in 1999 4 “DES Companies” the companies and enterprises whose distressed indebtedness held by the AMCs were swapped for equity “Director(s)” director(s) of the Company “Domestic Share(s)” ordinary shares in the share capital of the Company, with a nominal value of RMB1.00, which are subscribed for or credited as fully paid in Renminbi “Excluded DES Companies” has the meaning as defined in the Prospectus “Group” or “our Group” or the Company and its subsidiaries “China Huarong” “H Share(s)” ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in HK dollars and listed on the Hong Kong Stock Exchange “Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” or The Stock Exchange of Hong Kong Limited “HKEx” “Huarong Financial Leasing” China Huarong Financial Leasing Co., Ltd. “Huarong Futures” Huarong Futures Co., Ltd. “Huarong International” China Huarong International Holdings Limited “Huarong Real Estate” Huarong Real Estate Co., Ltd. “Huarong Rongde” Huarong Rongde Asset Management Co., Ltd. “Huarong Securities” Huarong Securities Co., Ltd. “Huarong Trust” Huarong International Trust Co., Ltd. “Huarong Xiangjiang Bank” Huarong Xiangjiang Bank Corporation Limited “IFRS” the International Accounting Standards (IAS), the International Financial Reporting Standards, amendments and the related interpretations issued by the International Accounting Standards Board “Latest Practicable Date” March 8, 2016, being the latest practicable date for the purpose of ascertaining certain information contained in this results announcement prior to its publication 5 “Listing Date” October 30, 2015 “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (as amended from time to time) “MOF” the Ministry of Finance of the PRC ( 中華人民共和國財政部 ) “non-performing loan(s)” or loan(s) classified as substandard, doubtful and loss under the “NPL(s)” five-category loan classification system (as applicable) adopted by financial institutions pursuant to applicable PRC guidelines. “PBOC” the People’s Bank of China ( 中國人民銀行 ), the central bank of the PRC “PRC GAAP” generally accepted accounting principles in the PRC “Prospectus” the prospectus for the Company’s listing in Hong Kong dated October 16, 2015 “Protection of State Secret Laws” Protection of State Secret Law of the PRC (《中華人民共 和國保守國家秘密法》), Implementation Measures for the Protection of State Secret Law of the PRC (《中華人民共和國 保守國家秘密法實施條例 ) and related laws and regulations “Regulation S” Regulation S under the U.S. Securities Act “Relevant Persons” has the meaning as defined in the Prospectus “Reporting Period” the year ended December 31, 2015 “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “ROAA” return on average assets “ROAE” return on average equity attributable to equity holders “Securities and Futures the Securities and Futures Ordinance (Chapter 571 of the Laws Ordinance” or “SFO” of Hong Kong) as amended from time to time “Share(s)” ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each, including H Shares and Domestic Shares “Shareholder(s)” holder(s) of the Share(s) 6 “Special Dividend” has the meaning as defined in the Prospectus “State Council” the State Council of the PRC “Subject Companies” has the meaning as defined in the Prospectus “Supervisors” supervisor(s) of the Company “Value Calculation” has the meaning as defined in the Prospectus 7 3. Important Notice On March 17, 2016, the 30th meeting and the first regular meeting of 2016 of