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 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 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. exercised over-allotment option. After its completion on 5 January 2017, Huijin directly held 32.93% of shares of China Securities Co., Ltd.

4 Besides the above companies controlled or held by Huijin, Central Huijin Asset Management Ltd. is a wholly-owned subsidiary of Huijin. Central Huijin Asset Management Ltd., established in November 2015 and registered in Beijing with registered capital of RMB5 billion, provides asset management business.

81 2016 Annual Report Changes in Share Capital and Shareholdings of Shareholders

For further details regarding China Investment Corporation, please refer to the information on its website (www.china-inv.cn). China Investment Corporation was established in 2007. Please refer to the Announcement on Matters Related to the Incorporation of China Investment Corporation published on 9 October 2007 by the Bank for relevant information. As at 31 December 2016, no other legal-person shareholder held 10% or more voting shares of the Bank (excluding HKSCC Nominees Limited). Preference Shares Issuance and Listing of Preference Shares With the approvals of CBRC (Yinjianfu [2014] No. 563) and CSRC (Zhengjianxuke [2014] No. 938), the Bank made a non-public issuance of RMB39.94 billion (approximately USD6.5 billion) Offshore Preference Shares on 23 October 2014 in the offshore market. Such Offshore Preference Shares have been listed on the since 24 October 2014. With the approvals of CBRC (Yinjianfu [2014] No. 562) and CSRC (Zhengjianxuke [2014] No.990), the Bank made a non-public issuance of RMB32 billion Domestic Preference Shares (First Tranche) on 21 November 2014 in the domestic market. With the approval of SSE (Shangzhenghan [2014] No. 818), Domestic Preference Shares (First Tranche) have been traded on the Comprehensive Business Platform of SSE since 8 December 2014. The Bank made a non-public issuance of RMB28 billion Domestic Preference Shares (Second Tranche) on 13 March 2015 in the domestic market. With the approval of SSE (Shangzhenghan [2015] No. 377), Domestic Preference Shares (Second Tranche) have been traded on the Comprehensive Business Platform of SSE since 31 March 2015. For the terms of issuance of the Offshore Preference Shares and Domestic Preference Shares, please refer to the Bank’s announcements published on the websites of SSE, HKEx and the Bank. Number of Preference Shareholders and Shareholdings Number of preference shareholders as at 31 December 2016: 48 (including 47 domestic preference shareholders and 1 offshore preference shareholder) Number of preference shareholders as at the end of the last month before the disclosure of this report: 48 (including 47 domestic preference shareholders and 1 offshore preference shareholder) The top ten preference shareholders as at 31 December 2016 are set forth below:

Unit: Share Number of Changes shares held Percentage during as at the end of total Number of the reporting of the reporting preference shares pledged No. Name of preference shareholder period period shares or frozen Type of shareholder Type of preference shares 1 Bank of New York Mellon Corporation – 399,400,000 39.96% Unknown Foreign legal person Offshore Preference Shares 2 China Mobile Communications Corporation – 180,000,000 18.01% None State-owned legal person Domestic Preference Shares 3 China National Tobacco Corporation – 50,000,000 5.00% None State-owned legal person Domestic Preference Shares 4 Zhongwei Real Estate Co., Ltd. – 30,000,000 3.00% None State-owned legal person Domestic Preference Shares 5 Yunnan Branch of China National Tobacco Corporation – 22,000,000 2.20% None State-owned legal person Domestic Preference Shares 6 China Life Insurance Company Limited — dividend — personal dividend — 005L — FH002SH – 21,000,000 2.10% None Other Domestic Preference Shares 7 China Shuangwei Investment Co., Ltd. – 20,000,000 2.00% None State-owned legal person Domestic Preference Shares 7 National Social Security Fund Portfolio 304 – 20,000,000 2.00% None Other Domestic Preference Shares 7 Bosera Fund — ICBC — Bosera — ICBC — Flexible Allocation No. 5 Specific Multi-customer Assets Management Plan – 20,000,000 2.00% None Other Domestic Preference Shares 10 Ping An Life Insurance Company of Domestic non-state-owned China, Ltd. — proprietary fund – 19,000,000 1.90% None legal person Domestic Preference Shares

2016 Annual Report 82 Changes in Share Capital and Shareholdings of Shareholders

The Bank of New York Mellon Corporation, acting Preference shares issued by the Bank contain no as the custodian for all the offshore preference contractual obligation to deliver cash or another shareholders that maintain an account with Euroclear financial asset; or to exchange financial assets or and Clearstream as at 31 December 2016, held financial liabilities with another entity under conditions 399,400,000 Offshore Preference Shares, representing that are potentially unfavourable to the entity; 100% of the Offshore Preference Shares. and preference shares issued are non-derivative instruments that will be settled in the entity’s own Both Yunnan Branch of China National Tobacco equity instruments, but includes no contractual Corporation and China Shuangwei Investment Co., obligation for the entity to deliver a variable number Ltd. are wholly-owned subsidiaries of China National of its own equity instruments. The Bank classifies Tobacco Corporation. Zhongwei Real Estate Co., Ltd. preference shares issued as an equity instrument. is a subsidiary of China Shuangwei Investment Co., Fees, commissions and other transaction costs of Ltd. preference shares issuance are deducted from equity. The dividends on preference shares are recognised as Save as disclosed above, the Bank is not aware of profit distribution at the time of declaration. any connected relation or concerted action among the aforementioned preference shareholders, and The funds raised from the issuance of the Offshore between the aforementioned preference shareholders Preference Shares and Domestic Preference Shares and the Bank’s aforementioned top ten ordinary have been fully used to replenish the Bank’s additional shareholders. tier 1 capital and increase its capital adequacy ratio.

Profit Distribution of the Preference Shares Issuance of Other Securities

For the profit distribution policy of the preference Please refer to Note V.30 to the Consolidated Financial shares and the profit distribution arrangement during Statements for details of the bonds issued by the the reporting period, please refer to the section Bank. “Report of the Board of Directors”. No shares of the Bank have been specifically issued to Other Information regarding the Preference its employees. Shares

During the reporting period, there was no redemption, conversion into ordinary shares or voting rights recovery in respect of the preference shares of the Bank.

83 2016 Annual Report