Annual Report 2012

9 REPORT OF THE BOARD OF DIRECTORSUltimate parent company and its subsidiariesPlease refer to “Changes in Share Capital and Particulars of Shareholders-Substantial Shareholders of the Bank” and Note “Investments inSubsidiaries” in the “Financial Statements” for details of the Bank’s ultimate parent company and its subsidiaries respectively as at 31 December2012.Share capital and public floatAs of 31 December 2012, the Bank issued 250,010,977,486 shares in total (including 240,417,319,880 H-shares and 9,593,657,606 A-shares)and had 837,725 registered shareholders. The Bank complied with the relevant requirements regarding public float under relevant laws andregulations as well as the listing rules of its listing venues.Purchase, sale and redemption of sharesThere was no purchase, sale or redemption by the Bank or any of its subsidiaries of the shares of the Bank during the reporting period.Pre-emptive rightsThe Articles of Association of the Bank and the relevant PRC laws do not have such provisions under which the Bank’s shareholders havepre-emptive rights. The Articles of Association provides that if the Bank wishes to increase its capital, it may issue new shares to investors,may issue new shares to or by way of distribution to existing shareholders, may transfer its capital reserve to share capital, or by other meanspermitted by laws and regulations.Use of proceedsThe proceeds raised from the rights issue of A-shares and H-shares in 2010 are all used to strengthen the capital base of the Bank.The Bank issued subordinated bonds amounted to RMB40 billion in November 2011 and November 2012 respectively, all the proceeds raisedfrom which are used to replenish the supplementary capital of the Bank.Top ten shareholders and their shareholdingsThe top ten shareholders of the Bank and their respective shareholdings at the end of 2012 are stated in “Changes in Share Capital andParticulars of Shareholders” of this annual report.Directors, supervisors and senior managementPlease refer to the “Profiles of Directors, Supervisors and Senior Management” of this annual report for details of directors, supervisors andsenior management of the Bank.Independence of the independent non-executive directorsAll the independent non-executive directors of the Bank are independent, and their independence is in compliance with the independenceguidelines set out in Rule 3.13 of the Listing Rules of Hong Kong Stock Exchange.Material interests and short positionsAs at 31 December 2012, the interests and short positions of substantial shareholders and other persons in the shares of the Bank as recordedin the register required to be kept under section 336 of the SFO of Hong Kong were as follows:NameInterests in H-shares andshort positions Nature % of issued H-shares % of total issued sharesHuijin 1 133,262,144,534 Long position 59.31 57.03Temasek 2 17,878,670,050 Long position 7.44 7.151. On 22 May 2009, Huijin declared interests on the website of Hong Kong Stock Exchange. It disclosed that it held the interests of 133,262,144,534 H-shares of the Bank, accounting for 59.31% and 57.03%of the H-shares issued (224,689,084,000 shares) and total shares issued (233,689,084,000 shares) at that time respectively. As at 31 December 2012, according to the H-share register of members of theBank, Huijin directly held 142,590,494,651 H-shares of the Bank, accounting for 59.31% and 57.03% of the H-shares issued (240,417,319,880 shares) and total shares issued (250,010,977,486 shares) atthe end of the period respectively.2. This is pursuant to the declaration of Temasek to Hong Kong Stock Exchange on 4 May 2012.China Construction Bank Corporation annual report 201283