(China Minsheng Bank_Result Ann) 256448(a) 30/03/2017 16:31 M12 HKEX E>C P. 1 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. 中國民生銀行股份有限公司 CHINA MINSHENG BANKING CORP., LTD. (a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01988) (US Preference Share Stock Code: 04609) Results Announcement For the Year Ended 31 December 2016 The Board of Directors (the “Board”) of China Minsheng Banking Corp., Ltd. (the “Company”) hereby announces the audited results of the Company and its subsidiaries for the year ended 31 December 2016. This announcement, containing the full text of the 2016 Annual Report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on Hong Kong Stock Exchange in relation to information to accompany preliminary announcements of annual results. Publication of Annual Results and Annual Report This results announcement will be published on the website of Hong Kong Stock Exchange (www.hkexnews.hk) and the Company’s website (www.cmbc.com.cn). The 2016 Annual Report of the Company will be dispatched to holders of H shares and published on the websites of the Company and Hong Kong Stock Exchange in due course. Profit Distribution On 30 March 2017, the second meeting of the seventh session of the Board of the Company approved the profit distribution plan to declare to the A share and H share holders as registered on the register of members on the record date(s) as indicated in the Notice of 2016 Annual General Meeting to be published by the Company in due course, a cash dividend of RMB1.65 (before tax) for every 10 shares. The above profit distribution plan is subject to the approval of the 2016 Annual General Meeting. The cash dividend is expected to be distributed to holders of H shares on Friday, 28 July 2017. Notice of 2016 Annual General Meeting will announce the date of the 2016 Annual General Meeting of the Company and details of its book closure, as well as the arrangement of book closure for profit distribution. By Order of the Board CHINA MINSHENG BANKING CORP., LTD. Hong Qi Chairman Beijing, PRC 30 March 2017 As at the date of this announcement, the executive directors of the Company are Mr. Hong Qi, Mr. Liang Yutang and Mr. Zheng Wanchun; the non-executive directors are Mr. Zhang Hongwei, Mr. Lu Zhiqiang, Mr. Liu Yonghao, Mr. Shi Yuzhu, Mr. Wu Di, Mr. Yao Dafeng, Mr. Song Chunfeng, Mr. Tian Zhiping and Mr. Weng Zhenjie; and the independent non-executive directors are Mr. Liu Jipeng, Mr. Li Hancheng, Mr. Xie Zhichun, Mr. Cheng Hoi-chuen, Mr. Peng Xuefeng and Mr. Liu Ningyu. (China Minsheng Bank_Result Ann) 256448(a) 30/03/2017 16:31 M12 HKEX E>C P. 1 Important Notice The Board, the Supervisory Board, and the Directors, Supervisors and Senior Management of the Company warrant that there are no misstatements, misleading representations or material omissions in this report, and shall assume several and joint liabilities for the truthfulness, accuracy and completeness of its contents. This Annual Report was considered and approved on 30 March 2017 at the second meeting of the seventh session of the Board of the Company. Of the 18 Directors who were entitled to attend the meeting, 13 Directors attended the meeting in person, and five Directors, being the Vice Chairmen Zhang Hongwei and Liu Yonghao as well as the Directors Yao Dafeng, Cheng Hoi-chuen and Xie Zhichun, attended the meeting by teleconference. Of the nine Supervisors who were entitled to attend the meeting, eight Supervisors attended the meeting. According to the profit distribution plan for the second half of 2016 passed by the Board, on the basis of the total share capital of the Company as at the record date for the purpose of profit distribution, a cash dividend of RMB1.65 (before tax) for every 10 shares will be distributed to shareholders of the Company. Such profit distribution plan shall be subject to the approval of the general meeting of the Company. For the purpose of this Annual Report, China Minsheng Banking Corp., Ltd. shall be referred to as the “Company”, the “Bank”, “China Minsheng Bank” or “Minsheng Bank”, whereas China Minsheng Banking Corp., Ltd. and its subsidiaries together shall be referred to as the “Group”. The financial data and indicators contained in this Annual Report are prepared according to the rules of the International Financial Reporting Standards (“IFRS”). Unless otherwise specified, all amounts are the consolidated data of the Group and denominated in RMB. KPMG Huazhen LLP and KPMG Certified Public Accountants, auditors of the Company, have audited the financial reports of 2016 prepared in accordance with the Chinese Accounting Standard (“CAS”) and the IFRS respectively, and issued standard and unqualified auditors’ reports. Board of Directors China Minsheng Banking Corp., Ltd. Hong Qi (Chairman), Zheng Wanchun (President), Bai Dan (Senior Management responsible for finance and accounting) and Li Wen (Person in charge of the accounting department) warrant the truthfulness, accuracy and completeness of the financial reports included in this Annual Report. 1 (China Minsheng Bank_Result Ann) 256448(a) 30/03/2017 16:31 M12 HKEX E>C P. 2 Contents Important Notice 1 Chapter 1 Bank Profile 13 Chapter 2 Summary of Accounting Data and Financial Indicators 15 Chapter 3 Discussion and Analysis on Business Operation 18 Chapter 4 Changes in Share Capital and Information on Shareholders 83 Chapter 5 Directors, Supervisors, Senior Management and Employees 105 Chapter 6 Corporate Governance 134 Chapter 7 Report of the Board of Directors 182 Chapter 8 Report of the Supervisory Board 189 Chapter 9 Major Events 194 Chapter 10 Financial Reports 207 2 (China Minsheng Bank_Result Ann) 256448(a) 30/03/2017 16:31 M12 HKEX E>C P. 3 Material Risk Warning The Company has no foreseeable material risks. For potential risks, please refer to the section headed “XI. Prospects and Measures — (III) Potential risks” under Chapter 3 “Discussion and Analysis on Business Operation” of this report. 3 (China Minsheng Bank_Result Ann) 256448(a) 30/03/2017 16:31 M12 HKEX E>C P. 4 Definitions In this report, unless the context otherwise requires, the following terms shall have the meanings set out below. “ACFIC” All-China Federation of Industry and Commerce (中華全國工商業聯合會) “Bank” or “Company” or China Minsheng Banking Corp., Ltd. “China Minsheng Bank” or “Minsheng Bank” “Board” board of directors of the Company “CBRC” China Banking Regulatory Commission “CIRC” China Insurance Regulatory Commission “CMBC International” CMBC International Holdings Limited “Convertible Bond(s)” or A Share convertible bonds “Minsheng Convertible Bond(s)” or “A Share Convertible Bond(s)” “CPPCC” The National Committee of the Chinese People’ Political Consultative Conference (中國人民政治 協商會議全國委員會) “CSRC” China Securities Regulatory Commission “Director” director of the Company “Group” the Company and its subsidiaries “Hong Kong Listing Rules” Rules Governing the Listing of Securities on SEHK “Minsheng Financial Leasing” Minsheng Financial Leasing Co., Ltd. “Minsheng Jiashi” Minsheng Jiashi Leasing Corporation “Minsheng Royal Asset Management” Minsheng Royal Asset Management Co., Ltd. “Minsheng Royal Fund” Minsheng Royal Fund Management Co., Ltd. “Model Code” Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Hong Kong Listing Rules 4 (China Minsheng Bank_Result Ann) 256448(a) 30/03/2017 16:31 M12 HKEX E>C P. 5 “PBOC” People’s Bank of China “Phoenix Project” (鳳凰計劃) a comprehensive customer-oriented project for strategic transformation and restructuring of the Company in response to the liberalization of interest rate “Reporting Period” the period from 1 January 2016 to 31 December 2016 “SBU(s)” strategic business unit(s) “SEHK” The Stock Exchange of Hong Kong Limited “SZSE” Shenzhen Stock Exchange “Senior Management” senior management of the Company “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “SSE” Shanghai Stock Exchange “Supervisor” supervisor of the Company “Supervisory Board” supervisory board of the Company 5 (China Minsheng Bank_Result Ann) 256448(a) 30/03/2017 16:31 M12 HKEX E>C P. 6 Message from the Chairman In 2016, the global economy continued to experience significant adjustment and fluctuation during the course of recovery. Despite the complicated domestic and international environments as well as the continuous downward pressure, the general economic development in China maintained steady growth. Supply-side reform saw significant progress and the economic structure was further optimized, laying a good start for the 13th Five-Year Plan. Under the “New Normal” of the Chinese economy, China’s banking industry faced various challenges such as weak growth in income and profit, change of development mode, more intensive external challenges, emerging risks and tightening regulatory environment, as well as tremendous opportunities. The overall operating environment maintained stable. In 2016, the Company proactively adapted to the changing macro-economic situation and regulatory policies, implemented the Phoenix Project and accelerated the structural transformation. Sound development was achieved in the following aspects: Steady growth of operating results. The Group achieved rapid business expansion with a total asset of RMB5,895,877 million as at the end of 2016, representing an increase of RMB1,375,189 million or 30.42% as compared with the end of the previous year. The net profit attributable to equity shareholders of the Company for 2016 amounted to RMB47,843 million, representing an increase of 3.76% as compared with the corresponding period of the previous year.
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