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 Shares As at 1 January 2015 As at 31 December 2015 Issuance of Bonus transferred from Number of shares Percentage new shares shares surplus reserve Others Sub-total Number of shares Percentage I. Shares subject to selling restrictions – – – – – – – – – II. Shares not subject to selling restrictions 288,731,148,000 100.00% – – – 5,656,643,241 5,656,643,241 294,387,791,241 100.00% 1. RMB-denominated ordinary shares 205,108,871,605 71.04% – – – 5,656,643,241 5,656,643,241 210,765,514,846 71.59% 2. Domestically listed foreign shares – – – – – – – – – 3. Overseas listed foreign shares 83,622,276,395 28.96% – – – – – 83,622,276,395 28.41% 4. Others – – – – – – – – – III. Total Ordinary Shares 288,731,148,000 100.00% – – – 5,656,643,241 5,656,643,241 294,387,791,241 100.00% Notes: 1 As at 31 December 2015, 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 2015, none of the Bank’s A Shares and H Shares were subject to selling restrictions. 3 During the reporting period, 5,656,643,241 ordinary shares were converted from the A-Share Convertible Bonds of the Bank. 79 2015 Annual Report Changes in Share Capital and Shareholdings of Shareholders Number of Ordinary Shareholders and Shareholdings Number of ordinary shareholders as at 31 December 2015: 963,786 (including 761,073 A-Share Holders and 202,713 H-Share Holders) Number of ordinary shareholders as at the end of the last month before the disclosure of this report: 992,136 (including 789,535 A-Share Holders and 202,601 H-Share Holders) Top ten ordinary shareholders as at 31 December 2015: Unit: Share Number of Changes shares held as Percentage Number of Number of during at the end of of total shares subject shares Type of the 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. (717,500,000) 188,461,533,607 64.02% – None State A 2 HKSCC Nominees Limited 135,064,583 81,805,031,953 27.79% – Unknown Foreign legal person H 3 China Securities Finance Co., Ltd. 7,418,756,636 7,440,607,204 2.53% – None State-owned legal person A 4 Central Huijin Asset Management Ltd. 1,810,024,500 1,810,024,500 0.61% – None State-owned legal person A 5 Buttonwood Investment Platform Ltd. 1,060,059,360 1,060,059,360 0.36% – None State-owned legal person A 6 Huaxia Life Insurance Co., Ltd. — 841,994,500 841,994,500 0.29% – None Other A Universal Insurance Product 7 The Bank of Tokyo-Mitsubishi UFJ Ltd. – 520,357,200 0.18% – Unknown Foreign legal person H 8 Anbang Life Insurance Co., Ltd — 477,023,612 477,023,612 0.16% – None Other A Conservative Investment Portfolio 9 Anbang Property & Casualty Insurance Co., 208,018,959 208,018,959 0.07% – None Other A Ltd — Traditional Product 10 Guotai Junan Securities Co., Ltd. 169,185,719 171,033,415 0.06% – None State-owned legal person A The number of shares held by H-Share Holders was Central Huijin Asset Management Ltd. is a wholly- recorded in the register of members kept at the owned subsidiary of Central Huijin Investment Ltd. H-Share Registrar of the Bank. Both Anbang Life Insurance Co.,Ltd and Anbang HKSCC Nominees Limited acted as the nominee Property & Casualty Insurance Co.,Ltd are subsidiaries for all the institutional and individual investors that of Anbang Insurance Group Co., Ltd. maintain an account with it as at 31 December 2015. The aggregate number of the Bank’s H Shares held Save as disclosed above, the Bank is not aware of any by HKSCC Nominees Limited included the number of connected relation or concerted action among the shares held by the National Council for Social Security aforementioned ordinary shareholders. Fund. 2015 Annual Report 80 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 2015, the shareholders indicated in the following table were substantial shareholders having interests in shares of the Bank (as defi ned in the SFO): Number of shares held/ Percentage of Percentage of Percentage of 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. Benefi cial 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 Benefi cial owner 7,518,157,041 H – 8.99% 2.55% Security Fund BlackRock, Inc. Interest of controlled corporations 5,846,941,761 H – 6.99% 1.99% 509,000(S) H – 0.00061% 0.00017% JPMorgan Chase & Co. Benefi cial owner 1,641,783,188 H – 1.96% 0.56% 417,388,660(S) H – 0.50% 0.14% Investment manager 388,015,115 H – 0.46% 0.13% Trustee 13,800 H – 0.00002% 0.000005% Custodian corporation/ 3,810,970,114(P) H – 4.56% 1.29% approved lending agent Total 5,840,782,217 H – 6.98% 1.98% 417,388,660(S) H – 0.50% 0.14% 3,810,970,114(P) H – 4.56% 1.29% Notes: 1 The percentages listed above were determined based on the total A-Share capital, total H-Share capital and total ordinary share capital of the Bank as at 31 December 2015, respectively. 2 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 5,846,941,761 H Shares and a short position of 509,000 H Shares of the Bank through BlackRock Financial Management, Inc. and other corporations controlled by it. In the long position of 5,846,941,761 H Shares, 12,658,000 H Shares are held through derivatives. 3 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 5,840,782,217 H Shares and a short position of 417,388,660 H Shares of the Bank through JPMorgan Chase Bank, N.A. and other corporations controlled by it. In the long position of 5,840,782,217 H Shares, 3,810,970,114 H Shares are held in the lending pool and 349,510,304 H Shares are held through derivatives. All 417,388,660 H Shares in the short position are held through derivatives as well. 4 “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 2015, no other interests (including derivative interests) or short positions were recorded in the register maintained by the Bank under section 336 of the SFO. 81 2015 Annual Report Changes in Share Capital and Shareholdings of Shareholders Controlling Shareholder of the Bank investments in key state-owned fi nancial institutions, as authorised by the State Council. To the extent of Central Huijin Investment Ltd. its capital contribution, Huijin exercises its rights and fulfi ls its obligations as an investor on behalf of the Central Huijin Investment Ltd. (“Huijin”) is a state- State, in accordance with applicable laws aimed at owned investment company established under the preserving and enhancing the value of state-owned Company Law on 16 December 2003, with Mr. DING fi nancial assets. Huijin neither engages in other Xuedong as its legal representative. Wholly owned by business activities nor intervenes in the daily operation China Investment Corporation, Huijin makes equity of the key state-owned fi nancial institutions of which it is the controlling shareholder. As at 31 December 2015, 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 Corporation 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. 40.00% 16 China Investment Securities Co., Ltd. 100.00% 17 Jiantou & Zhongxin Assets Management Limited 70.00% 18 Guotai Junan Investment Management Co., Ltd.