2018 Annual Report * Bank of Jinzhou Co., Ltd
Total Page:16
File Type:pdf, Size:1020Kb
2018 ANNUAL REPORT * Bank of Jinzhou Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking and/or deposit-taking business in Hong Kong. Contents 2 Definitions 4 Chapter 1 Company Profile 7 Chapter 2 Financial Highlights 10 Chapter 3 Management Discussion and Analysis 69 Chapter 4 Changes in Ordinary Shares and Particulars of Shareholders 78 Chapter 5 Particulars of Offshore Preference Shares 81 Chapter 6 Directors, Supervisors, Senior Management, Employees and Organizations 101 Chapter 7 Corporate Governance Report 124 Chapter 8 Directors’ Report 135 Chapter 9 Supervisors’ Report 138 Chapter 10 Social Responsibility Report 140 Chapter 11 Internal Control and Internal Audit 144 Chapter 12 Important Events 149 Chapter 13 Independent Auditor’s Report 162 Chapter 14 Financial Statements 314 Chapter 15 Unaudited Supplementary Financial Information Bank of Jinzhou Co., Ltd. 2018 Annual Report 1 Definitions In this annual report, unless the context otherwise requires, the following terms shall have the meanings set out below: “Articles of Association” the articles of association of the Bank, as amended from time to time “Bank”, “Bank of Jinzhou” or “Group” Bank of Jinzhou Co., Ltd. (錦州銀行股份有限公司), a joint stock company incorporated in the PRC on 22 January 1997 with limited liability in accordance with PRC laws and, unless the context requires otherwise, its subsidiaries, branches, sub-branches and special institutions “Board” or “Board of Directors” the board of Directors “Board of Supervisors” the board of Supervisors “CBIRC” China Banking and Insurance Regulatory Commission, which was formed after duty restructuring of China Banking Regulatory Commission (the “CBRC”) and China Insurance Regulatory Commission “former CBRC Liaoning Bureau” the former China Banking Regulatory Commission Liaoning Bureau (中國銀行業監督 管理委員會遼寧監管局), now renamed as China Banking and Insurance Regulatory Commission Liaoning Bureau (中國銀行保險監督管理委員會遼寧監管局) (“CBIRC Liaoning Regulatory Bureau”) “CSRC” China Securities Regulatory Commission “Director(s)” the director(s) of the Bank “Domestic Share(s)” the ordinary share(s) issued by the Bank in the PRC, with a nominal value of RMB1.00 each, which are subscribed for and fully paid up in Renminbi “H Share(s)” the ordinary share(s) in the share capital of the Bank, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange “HK$” or “HK dollars” the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended, supplemented or otherwise modified from time to time 2 Bank of Jinzhou Co., Ltd. 2018 Annual Report Definitions “Offshore Preference Share(s)” offshore preference share(s) in the preference share capital of the Bank, with a nominal value of RMB100 each, which are listed on the Hong Kong Stock Exchange and traded in US dollars (stock code: 4615) “PBOC” the People’s Bank of China (中國人民銀行) “PRC” or “China” the People’s Republic of China, but for the purposes of this annual report only, excluding the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan “Reporting Period” the year ended 31 December 2018 “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time “Shareholder(s)” the holder(s) of the share(s) of the Bank “Share(s)” or “Ordinary Share(s)” the Domestic Share(s) and the H Share(s) of the Bank, excluding the Offshore Preference Share(s) “Supervisor(s)” the supervisor(s) of the Bank “US$” or “US dollars” the lawful currency of the United States of America Bank of Jinzhou Co., Ltd. 2018 Annual Report 3 Chapter 1 Company Profile I. Basic Information about the Company Legal Chinese Name and Abbreviation : 錦州銀行股份有限公司 (abbreviated as “錦州銀行”) Legal English Name and Abbreviation : BANK OF JINZHOU CO., LTD. (abbreviated as “BANK OF JINZHOU”) Legal Representative : Zhang Wei Authorised Representatives : Zhang Wei, Wang Jing Secretary to the Board : Sun Jing Joint Company Secretaries : Sun Jing, Leung Wing Han Sharon Registered and Office Address : No. 68 Keji Road, Jinzhou City, Liaoning Province, the PRC Telephone : +86-416-3220002 Fax : +86-416-3220003 Postal Code : 121013 Company Website : www.jinzhoubank.com Email Address : [email protected] Customer Service Hotline : +86-400-66-96178 Principal Place of Business in Hong Kong : 40th Floor, Sunlight Tower, 248 Queen’s Road East, Wanchai, Hong Kong Accounting Firm : Crowe (HK) CPA Limited PRC Legal Advisor : Beijing Zhong Lun Law Firm Hong Kong Legal Advisor : Luk & Partners in Association with Morgan, Lewis & Bockius 4 Bank of Jinzhou Co., Ltd. 2018 Annual Report Chapter 1 Company Profile Custodian of Domestic Shares : China Securities Depository and Clearing Corporation Limited H Share Registrar : Computershare Hong Kong Investor Services Limited Listing Place of Stock, Stock Name : H Share: Hong Kong Stock Exchange; BANKOFJINZHOU; 0416 and Stock Code Offshore Preference Shares: Hong Kong Stock Exchange; BOJZ 17USDPREF; 4615 Uniform Social Credit : 912107002426682145 Code of Corporation Finance License No. of Institution : B0127H221070001 Website of the Hong Kong Stock : www.hkexnews.hk Exchange where this annual report is published Place where the : Office of the Board annual report is maintained II. Company Profile Bank of Jinzhou was incorporated, with approval of the PBOC, on 22 January 1997, headquartered in Jinzhou City, Liaoning Province, the PRC. The Bank established 15 branches in Beijing, Tianjin, Shenyang, Dalian, Harbin, Dandong, Fushun, Anshan, Chaoyang, Fuxin, Liaoyang, Huludao, Benxi, Yingkou and Jinzhou, the PRC and 7 village and township banks, namely Jinzhou Taihe Jinyin Village and Township Bank Co., Ltd. (錦州太和錦銀村鎮銀行股份有限公司), Liaoning Yixian Jinyin Village and Township Bank Co., Ltd. (遼寧義縣錦銀村鎮銀行股份有限公司), Liaoning Beizhen Jinyin Village and Township Bank Co., Ltd. (遼寧北鎮錦銀村鎮 銀行股份有限公司), Liaoning Heishan Jinyin Village and Township Bank Co., Ltd. (遼寧黑山錦銀村鎮銀行股份有限公司), Liaoning Kazuo Jinyin Rural Bank Co., Ltd. (遼寧喀左錦銀村鎮銀行股份有限公司), Liaoning Linghai Jinyin Village and Township Bank Co., Ltd. (遼寧淩海錦銀村鎮銀行股份有限公司) and Liaoning Huanren Jinyin Village and Township Bank Co., Ltd. (遼寧桓仁錦銀村鎮銀行股 份有限公司); meanwhile, Bank of Jinzhou promoted and established Bank of Jinzhou Financial Leasing Co., Ltd. (錦銀金融租賃有限 責任公司). As at the end of the Reporting Period, the Bank had 243 branches in aggregate. As at the end of the Reporting Period, the Bank had total assets of RMB845.923 billion, loans and advances balances released of RMB370.726 billion and total deposits of RMB445.576 billion. The Bank was listed on the Main Board of the Hong Kong Stock Exchange (stock code: 0416) on 7 December 2015. On 27 October 2017, the Bank successfully issued US$1.496 billion of Offshore Preference Shares which were listed on the Hong Kong Stock Exchange with stock code 4615. Bank of Jinzhou Co., Ltd. 2018 Annual Report 5 Chapter 1 Company Profile III. Awards in 2018 In January 2018, the Bank was rated the “Provincial Advanced Unit of Secrecy Work” (全省保密工作先進集體) by the State Secrecy Bureau of Liaoning Province (遼寧省國家保密局). In June 2018, the Bank received the “Best Ten Bank Smart Branch Innovation Award” (十佳銀行智能網點創新獎) at the “2018 China Financial Innovation Awards” (2018 中國金融創新獎) organized by The Banker (銀行家) magazine. In June 2018, the Bank received the “2018 Junding Award for City Commercial Bank (Rural Commercial Bank) Wealth Management Brand” (2018中國城商行(農商行)理財品牌君鼎獎) at the “2018 Junding Awards for China Wealth Management Organizations” (2018年中國財富管理機構君鼎獎) organized by the Securities Times (證券時報). In June 2018, the Bank was rated the “2018 Inclusive Finance Practice Organization” (2018普惠金融踐行機構) by the China Business Journal (中國經營報). In September 2018, the Bank was awarded the “2017-2018 National Excellent Rural Sponsoring Bank” (2017-2018年度全國優 秀村鎮銀行主發起銀行) by the China Promotion Association for County Economic Exchanges (中國縣鎮經濟交流促進會) and the Organizing Committee of the Forum for the Development of Chinese Village and Township Banks (中國村鎮銀行發展論壇組委會). In September 2018, at the China E-Learning Forum & Exhibition and BOOAOO Awards Ceremony, the Bank’s “Excellent Learning and Leisure Enjoying” online learning platform was awarded the “Excellent Mobile Learning Application Award” (優秀移動學習應用 獎) by the Online-edu. In November 2018, the Bank won the group championship of the “Liaoning Province Banking Industry 4th Business Skills Competition” (遼寧省銀行業第四屆業務技能大賽). In November 2018, the Bank was awarded 2017 National Top Ten Commercial Banks for Supporting the Small and Medium Sized Enterprises Development (2017年度全國支持中小企業發展十佳商業銀行) by China Small and Medium Sized Enterprises Association (中國中小商業企業協會) and China General Chamber of Commerce (中國商業聯合會). In December 2018, the Bank was awarded the ”Advanced Unit of the Support Plan for Small and Micro Enterprises in Liaoning Province” (遼寧省小微企業千戶扶持計劃先進單位) by the Liaoning Banking Association. In December 2018, the Bank won the “2018 Regional Commercial Bank Mobile Application Innovation Award” (2018年區域型商業 銀行移動應用創新獎) at the 14th Annual Conference