Changes in Share Capital and Shareholdings of Shareholders
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Changes in Share Capital and Shareholdings of Shareholders Ordinary Shares Changes in Ordinary Share Capital Unit: Share Increase/decrease during the reporting period As at 1 January 2016 Issuance of Bonus Shares transferred As at 31 December 2016 Number of share Percentage new shares shares from surplus reserve Others Subtotal Number of shares Percentage I. Shares subject to selling restrictions – – – – – – – – – II. Shares not subject to selling restrictions 294,387,791,241 100.00% – – – – – 294,387,791,241 100.00% 1. RMB-denominated ordinary shares 210,765,514,846 71.59% – – – – – 210,765,514,846 71.59% 2. Domestically listed foreign shares – – – – – – – – – 3. Overseas listed foreign shares 83,622,276,395 28.41% – – – – – 83,622,276,395 28.41% 4. Others – – – – – – – – – III. Total Ordinary Shares 294,387,791,241 100.00% – – – – – 294,387,791,241 100.00% Notes: 1 As at 31 December 2016, the Bank had issued a total of 294,387,791,241 ordinary shares, including 210,765,514,846 A Shares and 83,622,276,395 H Shares. 2 As at 31 December 2016, none of the Bank’s A Shares and H Shares were subject to selling restrictions. 2016 Annual Report 78 Changes in Share Capital and Shareholdings of Shareholders Number of Ordinary Shareholders and Shareholdings Number of ordinary shareholders as at 31 December 2016: 860,471 (including 660,201 A-Share Holders and 200,270 H-Share Holders) Number of ordinary shareholders as at the end of the last month before the disclosure of this report: 833,098 (including 633,536 A-Share Holders and 199,562 H-Share Holders) The top ten ordinary shareholders as at 31 December 2016 are set forth below: Unit: Share Number of Changes shares held Percentage Number of Number of during the as at the end of of total shares subject shares Type of reporting the reporting ordinary to selling pledged ordinary No. Name of ordinary shareholder period period shares restrictions or frozen Type of shareholder shares 1 Central Huijin Investment Ltd. – 188,461,533,607 64.02% – None State A 2 HKSCC Nominees Limited (7,155,493) 81,797,876,460 27.79% – Unknown Foreign legal person H 3 China Securities Finance Co., Ltd. 163,611,354 7,604,218,558 2.58% – None State-owned legal person A 4 Central Huijin Asset Management Ltd. – 1,810,024,500 0.61% – None State-owned legal person A 5 Buttonwood Investment Platform Ltd. – 1,060,059,360 0.36% – None State-owned legal person A 6 The Bank of Tokyo-Mitsubishi UFJ Ltd. – 520,357,200 0.18% – Unknown Foreign legal person H 7 Anbang Life Insurance Co., Ltd. — Conservative Investment Portfolio – 477,023,612 0.16% – None Other A 8 HKSCC Limited 158,856,026 313,708,551 0.11% – None Foreign legal person A 9 Anbang Property & Casualty Insurance Co., Ltd. — Traditional Product – 208,018,959 0.07% – None Other A 10 China 50 ETF (7,668,100) 156,180,250 0.05% – None Other A The number of shares held by H-Share Holders was Both Anbang Life Insurance Co., Ltd. and Anbang recorded in the register of members kept at the Property & Casualty Insurance Co., Ltd. are subsidiaries H-Share Registrar of the Bank. of Anbang Insurance Group Co., Ltd. HKSCC Nominees Limited acted as the nominee HKSCC Limited is the nominee holder who holds for all the institutional and individual investors that securities on behalf of others. The securities included maintain an account with it as at 31 December 2016. the SSE securities acquired by Hong Kong and The aggregate number of the Bank’s H Shares held overseas investors through Shanghai-Hong Kong Stock by HKSCC Nominees Limited included the number of Connect. shares held by the National Council for Social Security Fund. Save as disclosed above, the Bank is not aware of any connected relation or concerted action among the Central Huijin Asset Management Ltd. is a wholly- aforementioned ordinary shareholders. owned subsidiary of Central Huijin Investment Ltd. 79 2016 Annual Report Changes in Share Capital and Shareholdings of Shareholders Substantial Shareholder Interests The register maintained by the Bank under section 336 of the SFO recorded that, as at 31 December 2016, the shareholders indicated in the following table were substantial shareholders having interests in shares of the Bank (as defined in the SFO): Number of shares Percentage of Percentage of Percentage of held/Number of total issued total issued total issued underlying shares Type of A-Share H-Share ordinary Name of shareholder Capacity (types of interest) (unit: share) shares capital capital share capital Central Huijin Investment Ltd. Beneficial owner 188,461,533,607 A 89.42% – 64.02% Interest of controlled corporations 1,810,024,500 A 0.86% – 0.61% Total 190,271,558,107 A 90.28% – 64.63% National Council for Social Security Fund Beneficial owner 7,518,157,041 H – 8.99% 2.55% BlackRock, Inc. Interest of controlled corporations 5,806,249,443 H – 6.94% 1.97% JPMorgan Chase & Co. Beneficial owner 2,152,000,896 H – 2.57% 0.73% 180,789,229(S) H – 0.22% 0.06% Investment manager 325,820,115 H – 0.39% 0.11% Trustee 28,075 H – 0.00003% 0.00001% Custodian corporation/ approved lending agent 2,482,887,298(P) H – 2.97% 0.84% Total 4,960,736,384 H – 5.93% 1.69% 180,789,229(S) H – 0.22% 0.06% 2,482,887,298(P) H – 2.97% 0.84% Notes: 1 BlackRock, Inc. holds the entire issued share capital of BlackRock Holdco 2 Inc., while BlackRock Holdco 2 Inc. holds the entire issued share capital of BlackRock Financial Management, Inc. Thus BlackRock, Inc. and BlackRock Holdco 2 Inc. are deemed to have equal interests in shares of the Bank as BlackRock Financial Management, Inc. under the SFO. BlackRock, Inc. holds a long position of 5,806,249,443 H Shares of the Bank through BlackRock Financial Management, Inc. and other corporations controlled by it, including 17,050,000 H Shares which are held through derivatives. 2 JPMorgan Chase & Co. holds the entire issued share capital of JPMorgan Chase Bank, N.A. Thus JPMorgan Chase & Co. is deemed to have equal interests in shares of the Bank as JPMorgan Chase Bank, N.A. under the SFO. JPMorgan Chase & Co. holds a long position of 4,960,736,384 H Shares and a short position of 180,789,229 H Shares of the Bank through JPMorgan Chase Bank, N.A. and other corporations controlled by it. In the long position of 4,960,736,384 H Shares, 2,482,887,298 H Shares are held in the lending pool and 162,206,912 H Shares are held through derivatives. In the short position of 180,789,229 H Shares, 180,446,728 H Shares are held through derivatives. 3 “S” denotes short position, “P” denotes lending pool. Unless stated otherwise, all interests stated above represented long positions. Save as disclosed above, as at 31 December 2016, no other interests (including derivative interests) or short positions were recorded in the register maintained by the Bank under section 336 of the SFO. 2016 Annual Report 80 Changes in Share Capital and Shareholdings of Shareholders Controlling Shareholder of the Bank as authorised by the State Council. To the extent of its capital contribution, Huijin exercises its rights and Central Huijin Investment Ltd. fulfils its obligations as an investor on behalf of the State, in accordance with applicable laws aimed at Central Huijin Investment Ltd. (“Huijin”) is a state- preserving and enhancing the value of state-owned owned investment company established under the financial assets. Huijin neither engages in other Company Law on 16 December 2003, with Mr. DING business activities nor intervenes in the daily operation Xuedong as its legal representative. Wholly owned by of the key state-owned financial institutions of which China Investment Corporation, Huijin makes equity it is the controlling shareholder. investments in key state-owned financial institutions, As at 31 December 2016, the basic information of companies directly held by Huijin is as follows: Proportion of the total No. Company name capital held by Huijin 1 China Development Bank 34.68% 2 Industrial and Commercial Bank of China Limited ★✩ 34.71% 3 Agricultural Bank of China Limited ★✩ 40.03% 4 Bank of China Limited ★✩ 64.02% 5 China Construction Bank Corporation ★✩ 57.11% 6 China Everbright Group Ltd. 55.67% 7 China Everbright Bank Company Limited ★✩ 21.96% 8 China Export & Credit Insurance Corporation 73.63% 9 China Reinsurance (Group) Corporation ✩ 71.56% 10 New China Life Insurance Company Limited ★✩ 31.34% 11 China Jianyin Investment Limited 100.00% 12 China Galaxy Financial Holding Co., Ltd. 78.57% 13 Shenwan Hongyuan Group Co., Ltd. ★ 25.03% 14 China International Capital Corporation Limited ✩ 28.45% 15 China Securities Co., Ltd. ✩ 33.29% 16 China Investment Securities Co., Ltd. 100.00% 17 Jiantou & Zhongxin Assets Management Limited 70.00% 18 Guotai Junan Investment Management Co., Ltd. 14.54% Notes: 1 ★ denotes A share listed company and ✩ denotes H share listed company. 2 Huijin entered into an equity transfer agreement with China International Capital Corporation Limited (“CICC”) on 4 November 2016. CICC purchased 100% of shares of China Investment Securities Co., Ltd. through share issuance to Huijin. As at the end of 2016, the relevant procedures were still in process. Upon completion of the above transaction, Huijin will directly hold 58.58% of the shares of CICC and China Investment Securities Co., Ltd. will be a wholly-owned subsidiary of CICC. 3 On 30 December 2016, China Securities Co., Ltd.