China Merchants Bank : ·Annual Report 2016

Stock Code : 03968

2016 Annual Report

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China Merchants Bank Annual Report 2016

Contents 1

Contents

1. Important Notice

2. Definitions

1. Significant Risk Warning

2. I Company Information

12 II Summary of Accounting Data and Financial Indicators

15 III Chairman's Statement

18 IV President's Statement

23 V Report of the Board of Directors

1. 5.1 Analysis of the Overall Operation

2. 5.2 Analysis of Income Statement

32 5.3 Analysis of Balance Sheet

38 5.4 Analysis of Loan Quality

44 5.5 Analysis of Capital Adequacy Ratio

47 5.6 Results of Operating Segments

49 5.7 Others

49 5.8 Business Development Strategies

54 5.9 Changes in the External Environment and Corresponding Measures

64 5.10 Business Operations

87 5.11 Risk Management

97 5.12 Profit Appropriation

99 5.13 Requirements of the Guidelines for Environmental, Social and Governance Report

1. 5.14 Compliance with Laws and Regulations

2. 5.15 Management Contracts

   100 5.16 Permitted Indemnity Provision

3. VI Important Events

112 VII Changes in Shares and Information on Shareholders

119 VIII Directors, Supervisors, Senior Management, Employees, and Organisational Structure

138 IX Corporate Governance

1. X Report of the Board of Supervisors

2. XI Financial Reports

2 China Merchants Bank Annual Report 2016

Important Notice

Important Notice

1. The Board of Directors, the Board of Supervisors, directors, supervisors and senior management of the Company confirm that the contents in this annual report are true, accurate, and complete and have no false representations, misleading statements or material omissions, and they will individually and collectively accept legal responsibility for such contents.

2. The 10th meeting of the Tenth Session of the Board of Directors of the Company was held at its Shekou Training Center on 24 March 2017. The meeting was presided by Li Jianhong, Chairman of the Board. 15 out of 16 eligible directors attended the meeting in person. Li Xiaopeng (Vice Chairman) was unable to attend the meeting because of other business appointments, and entrusted Hong Xiaoyuan (Non-Executive Director) to attend and exercise his voting right at the meeting. 9 supervisors of the Company were present at the meeting. The convening of the meeting complied with the relevant provisions of the "Company Law of the People's Republic of China" and the "Articles of Association of China Merchants Bank Co., Ltd.".

3. Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu (both being auditors of the Company) have separately reviewed the 2016 annual financial report prepared in accordance with the PRC Generally Accepted Accounting Principles and International Financial Reporting Standards, and issued standard auditing reports with unqualified opinions.

4. Unless otherwise stated, all monetary sums stated in this annual report are expressed in RMB.

5. Li Jianhong, Chairman of the Company, Tian Huiyu, President and Chief Executive Officer, Li Hao, First Executive Vice President and Chief Financial Officer, and Li Li, the person in charge of the Finance and Accounting Department, hereby make representations in respect of the truthfulness, accuracy and completeness of the financial statements in this annual report.

6. Proposal of profit appropriation: As stated in the audited PRC financial statements of the Company for 2016, 10% of the profit after tax of RMB56.990 billion, equivalent to RMB5.699 billion, was transferred to the statutory surplus reserve, while 1.5% of the total amount of the risk assets, equivalent to RMB3.102 billion, was appropriated to the general reserve. Based on the total share capital of A Shares and H Shares on the record date for implementation of the profit appropriation, the Company proposed to declare a cash dividend of RMB0.74 (tax included) for every share to all shareholders of the Company whose names appear on the register, payable in RMB for holders of A Shares and in HKD for holders of H Shares. The retained profit will be carried forward to the next year. In 2016, the Company did not transfer any capital reserve into share capital. The above proposal of profit appropriation is subject to consideration and approval at the 2016 Annual General Meeting of the Company.

7. We have included in this report certain forward-looking statements with respect to the financial position, operating results and business development of the Group. We use words such as "will", "may", "expect", "try", "strive", "plan", "anticipate", "aim at", and similar expressions to indicate forward-looking statements. These statements are based on current plans, estimates and projections. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we give no assurance that these expectations will turn into reality or prove to be correct. Therefore they should not be deemed as the Group's commitments. Investors should not place undue reliance on such statements and should pay attention to investment risks. You are cautioned that such forward-looking statements are related to future events or future financial position, business, or other performances of the Group, and are subject to a number of uncertainties which may cause substantial differences from those in the actual results.

China Merchants Bank Annual Report 2016‌

Definitions / Significant Risk Warning 3

Definitions

The Company, the Bank, CMB or China Merchants Bank:

China Merchants Bank Co., Ltd.

The Group:

China Merchants Bank Co., Ltd. and its subsidiaries

China Banking Regulatory Commission or CBRC: China Banking Regulatory Commission

China Securities Regulatory Commission or CSRC:

China Securities Regulatory Commission

China Insurance Regulatory Commission or CIRC:

China Insurance Regulatory Commission

Hong Kong Stock Exchange or SEHK:

The Stock Exchange of Hong Kong Limited

Hong Kong Listing Rules:

The Rules Governing the Listing of Securities on the SEHK

Wing Lung Bank or WLB:

Wing Lung Bank Limited

CMB Financial Leasing or CMBFL:

CMB Financial Leasing Co., Ltd.

CMB International Capital or CMBIC: CMB International Capital Holdings Corporation Limited

China Merchants Fund or CMFM: China Merchants Fund Management Co., Ltd.

CIGNA & CMB Life Insurance:

CIGNA & CMB Life Insurance Co., Ltd.

CM Securities:

China Merchants Securities Co., Ltd.

Deloitte Touche Tohmatsu Certified Public Accountants LLP:

Deloitte Touche Tohmatsu Certified Public Accountants LLP

(Special General Partnership)

PBOC:

People's Bank of China

SFO:

Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

Model Code:

Model Code for Securities Transactions by Directors of Listed Issuers of Hong Kong Stock Exchange

Wing Lung Group:

Wing Lung Bank and its subsidiaries

Significant Risk Warning

The Company has disclosed herein the major risks involved in its operations and the proposed risk management measures. Please refer to Chapter V for the details in relation to risk management.