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China Zheshang Bank Co., Ltd. 浙 商 銀 行 股 份 有 限

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China Zheshang Bank Co., Ltd. 浙 商 銀 行 股 份 有 限 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 ZHESHANG BANK CO., LTD. 浙商銀行股份有限公司 (A joint-stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2016) (Stock Code of Preference Shares: 4610) 2018 ANNUAL RESULTS ANNOUNCEMENT The board of directors (the “Board”) of China Zheshang Bank Co., Ltd. (the “Bank”) hereby announces the audited results of the Bank for the year ended December 31, 2018. This announcement, containing the full text of the 2018 annual report of the Bank, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) in relation to information to accompany preliminary announcements of annual results. Publication OF Annual Results ANNOUNCEMENT AND Annual Report Both the Chinese and English versions of this results announcement are available on the websites of the Bank (www.czbank.com) and the Stock Exchange (www.hkex.com.hk). In the event of any discrepancies in interpretations between the English and Chinese text, the Chinese version shall prevail. The printed version of the 2018 annual report of the Bank will in due course be delivered to the H shareholders of the Bank and available for viewing on the websites of the Bank (www.czbank.com) and the Stock Exchange (www.hkex.com.hk). By order of the Board China Zheshang Bank Co., Ltd. Shen Renkang Chairman Hangzhou, the PRC March 18, 2019 As of the date of this announcement, the executive directors of the Bank are Mr. Shen Renkang, Mr. Xu Renyan and Ms. Zhang Luyun; the non-executive directors are Mr. Huang Zhiming, Mr. Wei Dongliang, Ms. Gao Qinhong, Mr. Hu Tiangao, Mr. Zhu Weiming, Ms. Lou Ting and Mr. Xia Yongchao; the independent non-executive directors are Mr. Tong Benli, Mr. Yuan Fang, Mr. Dai Deming, Mr. Liu Pak Wai, Mr. Zheng Jindu, Mr. Zhou Zhifang and Mr. Wang Guocai. 1 IMPORTANT NOTICE The Board of Directors, the Board of Supervisors, Directors, Supervisors and Senior Management of the Company warrant that the contents in this report are true, accurate and complete and have no false representations, misleading statements or material omissions, and they will take legal responsibilities for such contents on a joint and several basis. The fourth meeting of the fifth session of the Board of the Company, held on March 18, 2019, approved the Annual Report of China Zheshang Bank Co., Ltd. for 2018 (based on the international standards). The Company has 17 Directors, among which 17 Directors attended the meeting in person, which was in compliance with the requirements of the Company Law of the People’s Republic of China and the Articles of Association of the Company. 9 Supervisors of the Company attended the meeting. PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers (both being auditors of the Company) have audited the 2018 annual financial report of the Company prepared in accordance with the China Accounting Standards for Business Enterprises and the International Financial Reporting Standards, and have issued standard unqualified audited reports, respectively. Unless otherwise illustrated in this report, the currency for any amount herein is RMB. Certain amounts and percentage numbers in this report have been rounded. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. This report is prepared in Chinese and English, respectively, and the Chinese version shall prevail in the event of any discrepancy between the two versions. According to Article 18 of the Measures for the Administration of the Offering and Underwriting of Securities (《證券發行與承銷管理辦法》) and requirements set out in relevant regulatory Q&As issued by the CSRC, companies which plan to issue securities onshore but have not submitted profit distribution plans and plans for converting reserve into share capital to the general meeting for voting, or have obtained approval from the general meeting but have not implemented such plans, shall not issue securities until such plans are executed. Considering the progress of A-share IPO, future development and interests of all shareholders of the Company, distribution of a dividend on ordinary shares was not recommended for 2018. Such recommendation will be proposed to the 2018 Annual General Meeting of the Company for consideration and approval. Shen Renkang (Chairman of the Bank), Xu Renyan (President of the Bank), Liu Long (Principal in charge of Finance) and Jing Feng (Director of the Financial Department) warrant that the financial report in the annual report is true, accurate and complete. SIGNIFICANT RISK WARNING Please refer to the section headed “Management Discussion and Analysis – Risk Management” of this report for information about major risks faced and measures to be taken by the Company. The forward-looking statements about matters like future plans of the Company in this report do not constitute substantive commitments of the Company to the investors, and the investors and related persons shall maintain sufficient risk awareness in this regard, and shall understand the difference among plans, forecasts and commitments. 2 DEFINITIONS “Company”, “Bank”, “our Bank”, China Zheshang Bank Co., Ltd. “China Zheshang Bank” or “CZBank”: “Articles of Association”: the articles of association of China Zheshang Bank Co., Ltd. “Shareholder(s)”: the shareholder(s) of ordinary shares of the Company “Board” or “Board of Directors”: the board of directors of the Company “Board of Supervisors”: the board of supervisors of the Company “Senior Management”: the senior management of the Company “Director(s)”: the director(s) of the Company “Supervisor(s)”: the supervisor(s) of the Company “CBIRC”: China Banking and Insurance Regulatory Commission “CSRC”: China Securities Regulatory Commission “Hong Kong Stock Exchange”: The Stock Exchange of Hong Kong Limited “Company Law”: the Company Law of the People’s Republic of China “Commercial Banking Law”: the Commercial Banking Law of the People’s Republic of China “SFO”: Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Hong Kong Listing Rules”: the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Model Code”: the Model Code for Securities Transactions by Directors of Listed Issuers, as set out in Appendix 10 to Hong Kong Listing Rules “Domestic Shares”: ordinary shares issued by the Company with a nominal value of RMB1.00 each, which are subscribed for or credited as paid in full in RMB 3 “H Shares”: overseas-listed foreign shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars. Such shares of the Company are listed and traded on the Hong Kong Stock Exchange “Offshore Preference Shares”: the US$2,175,000,000 Non-Cumulative Perpetual Offshore Preference Shares (Stock Code 4610) at the dividend yield of 5.45% issued by the Company on March 29, 2017 “Share(s)”: Domestic Shares and H Shares of the Company “RMB” or “Renminbi”: Renminbi, the lawful currency of the PRC “HKD” or “HK$” or “Hong Kong dollars” Hong Kong dollars, the lawful currency of Hong Kong or “HK dollars”: “Zheyin Financial Leasing”: Zhejiang Zheyin Financial Leasing Co., Ltd., a holding subsidiary of the Company, in which the Company holds 51% of equity interest “The Group”: the Company and its subsidiary “Third Five-Year” plan: Development Plan for 2016 to 2020 of China Zheshang Bank Co., Ltd. “Latest Practicable Date”: March 15, 2019 4 Company ProFILE 1. Company name in Chinese: 浙商銀行股份有限公司 (Abbreviation in Chinese: 浙商銀行) Company name in English: CHINA ZHESHANG BANK CO., LTD. (Abbreviation in English: CZBANK) 2. Legal Representative: Shen Renkang 3. Registered and office address: No. 288, Qingchun Road, Hangzhou, Zhejiang, the PRC Postcode: 310006 E-mail: [email protected] Website: www.czbank.com Customer service hotline: 95527 Tel for investor relations 86-571-88268966 management: Fax: 86-571-87659826 4. Principal place of business 15/F, Three Exchange Square, No. 8 Connaught Place, in Hong Kong: Central, Hong Kong 5. Authorized representatives: Xu Renyan, Liu Long 6. Secretary to the Board: Liu Long Joint company secretaries: Liu Long, Chan Yin Wah 7. H Shares Stock exchange where the Hong Kong Stock Exchange securities are listed: Stock abbreviation: CZBANK Stock code: 2016 Offshore Preference Shares Stock exchange where the Hong Kong Stock Exchange securities are listed: Stock abbreviation: CZB 17USDPREF Stock code: 4610 5 8. Share registrar: H Shares: Computershare Hong Kong Investor Services Limited Shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong Domestic Shares: China Securities Depository and Clearing Corporation Limited Building A, Hengao Centre, No.17, Taipingqiao Street, Xicheng District, Beijing 9. Legal advisers: As to PRC Laws: Zhejiang T&C Law Firm As to Hong Kong Laws: Freshfields Bruckhaus Deringer 10. Accounting firms engaged by the Company: Domestic auditor: PricewaterhouseCoopers Zhong Tian LLP Office address: 11/F, PricewaterhouseCoopers Center, Link Square 2, No. 202 Hubin Road, Shanghai Signing accountants: Zhu Yu, Ye Jun International auditor: PricewaterhouseCoopers Office address: 22/F, Prince’s Building, Central, Hong Kong 11. Place of maintenance Office of the Board of the Company of this report: (No. 288, Qingchun Road, Hangzhou, Zhejiang, the PRC) Website of Hong Kong www.hkexnews.hk Stock Exchange for publishing this report: 12. Other information about Uniform social credit code: 91330000761336668H the Company: Financial institution license serial number: B0010H133010001 Registration date: July 26, 2004 6 Corporate OVERVIEW CZBank, one of the 12 nationwide joint-stock commercial banks, officially commenced business on August 18, 2004, with its headquarters in Hangzhou, Zhejiang Province.
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