Monthly Return of Equity Issuer on Movements in Securities For the ended : 31/07/2017 To : Hong Kong Exchanges and Clearing Limited Name of Issuer CHINA ZHESHANG BANK CO., LTD. (the Bank ) Date Submitted 01/08/2017 I. Movements in Authorised Share Capital 1. Ordinary Shares (1) Stock code : Description : Domestic Shares No. of ordinary Par value ( ) Authorised share capital ( ) Balance at close of preceding 14,164,696,778 RMB1.00 RMB14,164,696,778 Increase/(decrease) - - Balance at 14,164,696,778 RMB1.00 RMB14,164,696,778 (2) Stock code : 02016 Description : H Shares No. of ordinary Par value ( ) Authorised share capital ( ) Balance at close of preceding 3,795,000,000 RMB1.00 RMB3,795,000,000 Increase/(decrease) - - Balance at 3,795,000,000 RMB1.00 RMB3,795,000,000
2. Preference Shares Stock code : 4610 Description : U.S.$2,175,000,000 5.45% Non-Cumulative Perpetual Offshore Preference Shares ( Offshore Preference Shares ) No. of preference Par value ( ) Authorised share capital (See Remark 2) ( ) Balance at close of preceding 108,750,000 RMB100.00 USD2,175,000,000.00 Increase/(decrease) - - - Balance at 108,750,000 RMB100.00 USD2,175,000,000.00 3. Other Classes of Shares Stock code : Description : No. of other classes of Par value ( ) Authorised share capital ( ) Balance at close of preceding Increase/(decrease) Balance at Total authorised share capital at the end of the (TOTAL REGISTERED SHARE CAPITAL AND PREFERENCE SHARES) ( ) : RMB32,948,709,278 (See Remark 3)
II. Movements in Issued Share Capital No. of ordinary Domestic Shares H Shares No of preference Offshore Preference Shares No. of other classes of Balance at close of preceding 14,164,696,778 3,795,000,000 108,750,000 Increase/ (decrease) - - - Balance at close of the 14,164,696,778 3,795,000,000 108,750,000 III. Details of Movements in Issued Share Capital Share Options (under Share Option Schemes of the Issuer) Particulars of share option scheme including EGM approval date Movement and class of issuable Granted Exercised Cancelled Lapsed 1. issuer during the as at close of the (Note 1) 2. (Note 1) 3. (Note 1) Total funds raised from exercise of options ( ) Total A. (Ordinary ) (Preference ) (Other class)
Warrants to Issue Shares of the Issuer which are to be Listed Description of warrants (Date of expiry - dd/mm/yyyy) 1. Currency of nominal value Nominal value at close of preceding Exercised Nominal value at issuer as at 2. 3. 4. Total B. (Ordinary ) (Preference ) (Other class)
Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed) Class and description Currency of amount outstanding Amount at close of preceding Converted Amount at issuer as at 1. Offshore Preference Shares, convertible compulsorily upon occurrence of a trigger event to the terms and conditions with respect to the Offshore Preference Shares USD 2,175,000,000-2,175,000,000 4610 H The initial conversion price is HKD4.01 per H Share subject to adjustment ( 17 / 10 / 2016 ) 2. 4,205,940,149 H Shares (See Remark 4) 3. 4.
Currency of amount Class and description outstanding Amount at close of preceding Converted Amount at Total C. (Ordinary ) (Preference ) (Other class) issuer as at Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes) of issuer Full particulars including, if applicable, and class of issuable: 1. as at close of the 2. (Note 1) 3. (Note 1) (Note 1) Total D. (Ordinary ) (Preference ) (Other class)
Other Movements in Issued Share Capital Type of Issue issuer as at 1. Rights issue At price : date : 2. Open offer At price : date : 3. Placing At price : date : 4. Bonus issue date :
Type of Issue issuer as at 5. Scrip dividend At price : date : repurchased (Note 1) 6. Repurchase of Cancellation date : redeemed (Note 1) 7. Redemption of Redemption date : 8. Consideration issue At price : date :
Type of Issue issuer as at 9. Capital reorganisation date : 10. Other (Please specify) At price : date : Total E. (Ordinary ) (Preference ) (Other class) Total increase / (decrease) in ordinary (i.e. Total of A to E): (1) Total increase / (decrease) in preference (i.e. Total of A to E): Total increase / (decrease) in other classes of (i.e. Total of A to E): (These figures should be the same as the relevant figures under II above ( Movements in Issued Share Capital ).) (2)
Remarks (if any): Remark 1: As the Bank is incorporated in the PRC, the concept of authorized share capital is not applicable. The information contained in section I refers to the share capital of the Bank. Remark 2: Calculated in accordance with the number of Offshore Preference Shares and the amount of the issuance price of each share, price of each Offshore Preference Share is USD20. Remark 3: Calculated based on the aggregate of ordinary share capital and the total proceeds raised from the issuance of the Offshore Preference Shares, in which the total amount of proceeds raised from the issuance is converted into Renminbi at the central parity rate between Renminbi and U.S. dollars of RMB6.8915 to US$1.00 as published by the China Foreign Exchange Trading Centre on 29 March 2017. Remark 4: The initial mandatory conversion price of the Offshore Preference Shares, HKD4.01 is equal to the net asset value per share disclosed in the Bank s 2015 annual report as at the end of 2015 and denominated in Hong Kong dollars, which shall be converted with reference to the central parity rate of Renminbi to Hong Kong dollars used by the interbank foreign exchange market as published by the China Foreign Exchange Trade System on the trading day prior to the announcement date (19 August 2016) of the Board resolution on the Offshore Preference Share issuance plan (rounded up to the nearest 2 decimal places). The number of H issuable upon conversion of all Offshore Preference Shares is equal to the aggregate liquidation preference of all the Offshore Preference Shares (being U.S.$20 each, as converted into Hong Kong dollars at the fixed exchange rate of U.S.$1.00 to HK$7.7544) divided by the initial conversion price rounded down to the nearest whole number of H. Submitted by: Liu Long Title: Joint Company Secretary (Director, Secretary or other duly authorised officer) Notes : 1. the class of (e.g. ordinary, preference or other). 2. If there is insufficient space, please append the prescribed continuation sheet.