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Contents Page 2 Corporate Information 3 Report of the Directors 6 Corporate Governance Report 15 Independent Auditor’s Report 18 Consolidated Statement of Profit or Loss 19 Consolidated Statement of Comprehensive Income 21 Consolidated Statement of Financial Position 22 Consolidated Statement of Changes in Equity 23 Consolidated Cash Flow Statement 24 Notes to the Financial Statements 149 Unaudited Supplementary Financial Information 163 List of Branches OCBC WING HANG • Annual Report 2018 1 Corporate Information Board of Directors Remuneration Committee Chairman Mr OOI Sang Kuang Dr FUNG Yuk Bun Patrick JP Mr Samuel N TSIEN Mr TSE Hau Yin Aloysius Executive Directors Mr NA Wu Beng (Chief Executive) Nomination Committee Ms KNG Hwee Tin Mr OOI Sang Kuang Mr Samuel N TSIEN Non-executive Directors Mr TSE Hau Yin Aloysius Mr SOON Tit Koon Mr Samuel N TSIEN Mr Frank John WANG Risk Management Committee Mr CHIM Wai Kin Mr TSE Hau Yin Aloysius Independent Non-executive Directors Mr SOON Tit Koon Mr CHIM Wai Kin Mr OOI Sang Kuang Mr TSE Hau Yin Aloysius Company Secretary Mr LEUNG Chiu Wah Audit Committee Mr TSE Hau Yin Aloysius Auditors Mr CHIM Wai Kin KPMG Mr SOON Tit Koon Certified Public Accountants Registered Office 161 Queen’s Road Central, Hong Kong A subsidiary of Oversea-Chinese Banking Corporation Limited 2 OCBC WING HANG • Annual Report 2018 Report of the Directors The Directors of OCBC Wing Hang Bank Limited (the “Bank”) have pleasure in presenting their report together with the audited consolidated financial statements of the Bank and its subsidiaries (collectively the “Group”) for the year ended 31st December, 2018. Principal Place of Business The Bank is a licensed bank incorporated and domiciled in Hong Kong and has its registered office and principal place of business at 161 Queen’s Road Central, Hong Kong. Principal Activities The Group is engaged in commercial banking and related financial services. The analysis of the principal activities and geographical locations of operations of the Group during the year are set out in notes 18 and 33 to the financial statements. Results and Dividend The results of the Group for the year ended 31st December, 2018 and the state of affairs of the Group and the Bank as at 31st December, 2018 are set out in the financial statements on pages 18 to 148. During the financial year ended 31st December, 2018, the Board declared an interim dividend of HK$1.5 billion (2017: nil) to the sole shareholder of the Bank. The directors did not recommend the payment of final dividend for the year ended 31st December, 2018 (2017: nil). Reserves Profit attributable to shareholder of HK$2,762 million (2017: HK$2,408 million) has been transferred to reserves. Details of the movements in reserves of the Group during the year are set out in the consolidated statement of changes in equity. Major Customers The five largest customers of the Group accounted for less than 30% of the total income of the Group during the year. Tangible Fixed Assets Details of the movements in tangible fixed assets of the Group during the year are set out in note 20 to the financial statements. Share Capital During the year, the Bank did not issue any ordinary shares (2017: nil). Details of the share capital are set out in note 29 to the financial statements. Charitable Donations During the year, the Group made donations for charitable and community purposes amounting to approximately HK$1.3 million (2017: HK$1.4 million). OCBC WING HANG • Annual Report 2018 3 Report of the Directors Directors The Directors of the Bank during the year and up to the date of this report are as follows: Chairman Dr FUNG Yuk Bun Patrick JP Executive Directors Mr NA Wu Beng (Chief Executive) Ms KNG Hwee Tin Non-executive Directors Mr SOON Tit Koon Mr Samuel N TSIEN Mr Frank John WANG (redesignated on 6th October 2018) Independent Non-executive Directors Mr CHIM Wai Kin Mr LAU Hon Chuen Ambrose GBS, JP (retired on 30th April 2018) Mr OOI Sang Kuang Mr TSE Hau Yin Aloysius The List of Directors of the Bank’s subsidiaries is published on the website of the Bank (www.ocbcwhhk.com). In accordance with the Bank’s Articles of Association and the Tenure Policy, Dr FUNG Yuk Bun Patrick and Mr Frank John WANG will retire from office at the coming Annual General Meeting (“AGM”). Dr FUNG being eligible, has offered himself for re-election at the AGM. Mr WANG will not offer himself for re-election at the forthcoming AGM. The Board confirmed that Mr WANG has no disagreement with the Board and there are no matters relating to his retirement that need to be brought to the attention of shareholder of the Bank. Other remaining Directors of the Bank will continue in office. No Director proposed for re-election at the forthcoming AGM has an unexpired service contract with the Bank which is not determinable by the Bank (or any of its subsidiaries) within one year without payment of compensation (other than statutory compensation). Certain directors of the Bank received remuneration from the holding company of the Bank, Oversea-Chinese Banking Corporation Limited (“OCBC”) and related corporations as directors or employees of those companies and were entitled to benefits under the OCBC Share Option Scheme 2001, OCBC Deferred Share Plan and/or OCBC Employee Share Purchase Plan (the “Share-Based Payment Schemes”) administered by OCBC. During the year, Mr NA Wu Beng, Mr Frank John WANG, Ms KNG Hwee Tin and Mr Samuel N TSIEN were granted options or awards under the Share-Based Payment Schemes for the prior performance year. Details of the Share-Based Payment Schemes are set out in note 36 of the financial statements. Apart from the above, at no time during the year was the Bank, or any of its subsidiaries a party to any arrangements to enable the Directors of the Bank to acquire benefits by means of the acquisition of shares in or debentures of the Bank or any other body corporate. 4 OCBC WING HANG • Annual Report 2018 Indemnity of Directors The Bank’s Articles of Association provide that the Directors and officers are entitled to be indemnified out of the funds of the Bank against certain liabilities incurred by them, to the extent permitted by the Companies Ordinance. Directors & Officers Liability Insurance has been arranged to indemnify the directors and officers of the Bank and its subsidiaries. Directors’ interests in transactions, arrangements or contracts No contract of significance to which the Bank, or any of its holding company, subsidiaries or fellow subsidiaries was a party, and in which a director of the Bank had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. Purchase, Sale or Redemption of the Bank’s Securities There was no purchase, sale or redemption by the Bank or any of its subsidiaries of the Bank’s securities during the year. Retirement Schemes Particulars of the retirement schemes of the Group are set out in note 36 to the financial statements. Corporate Governance The Bank’s corporate governance practices are set out in the Corporate Governance Report. Compliance with the Banking (Disclosure) Rules The financial statements for the year ended 31st December, 2018 comply fully with the applicable disclosure provisions of the Banking (Disclosure) Rules. Auditors KPMG retire and, being eligible, offer themselves for re-appointment. A resolution for the re-appointment of KPMG as auditors of the Bank will be proposed at the coming AGM. On behalf of the Board FUNG Yuk Bun Patrick Chairman Hong Kong, 30th April, 2019 OCBC WING HANG • Annual Report 2018 5 Corporate Governance Report Corporate Governance Practices The Bank has complied with Supervisory Policy Manual CG-1 on Corporate Governance of Locally Incorporated Authorised Institutions (“CG-1”) issued by the Hong Kong Monetary Authority (“HKMA”) throughout the year ended 31st December, 2018. Board of Directors Board Composition Throughout the year, the Board maintained a balanced composition of Executive and Non-executive Directors, including Independent Non-executive Directors. As at the date of this report, the Board comprises nine members, of whom two are Executive Directors. Amongst the seven Non-executive Directors (including the Chairman), three are independent. The independent element on the Board is strong to facilitate independent judgement. Members of the Board are as follows: Chairman Dr FUNG Yuk Bun Patrick JP Executive Directors Mr NA Wu Beng (Chief Executive) Ms KNG Hwee Tin Non-executive Directors Mr SOON Tit Koon Mr Samuel N TSIEN Mr Frank John WANG (redesignated on 6th October 2018) Independent Non-executive Directors Mr CHIM Wai Kin Mr LAU Hon Chuen Ambrose GBS, JP (retired on 30th April 2018) Mr OOI Sang Kuang Mr TSE Hau Yin Aloysius All Directors have no relationship with each other. Each Director possesses skills and experiences appropriate to the business of the Group. The Bank appointed three Independent Non-executive Directors representing at least one-third of the Board in accordance with the requirements under CG-1. 6 OCBC WING HANG • Annual Report 2018 Directors’ Attendance at Board and Board Committee Meetings Attendance records of the Directors at meetings of the Board (“BM”), Audit Committee (“ACM”), Risk Management Committee (“RMCM”), Remuneration Committee (“RCM”) and Nomination Committee (“NCM”) held in 2018 are as follows: Number of meetings attended/held in 2018 Name of Director BM ACM RMCM RCM NCM Dr FUNG Yuk Bun Patrick 4/4 N/A N/A N/A N/A Mr NA Wu Beng (Note 1) 4/4 N/A 1/1 N/A N/A Mr Frank John WANG 4/4 N/A N/A N/A N/A Ms KNG Hwee Tin 4/4 N/A N/A N/A N/A Mr SOON Tit Koon 4/4 4/4 4/4 N/A N/A Mr Samuel N TSIEN 4/4 N/A N/A 1/1 1/1 Mr CHIM Wai Kin 4/4 4/4 4/4 N/A N/A Mr LAU Hon Chuen Ambrose (Note 2) 2/2 2/2 N/A 1/1 1/1 Mr OOI Sang Kuang 4/4 N/A N/A 1/1 1/1 Mr TSE Hau Yin Aloysius 4/4 4/4 4/4 Note 3 Note 3 Note 1: Mr NA Wu Beng ceased to be a member of the Risk Management Committee during the year.