2008 Annual Report
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CHINA MERCHANTS BANK CO., LTD. (a joint stock company incorporated in the People's Republic of China with limited liability) Stock Code:3968 2008 Annual Report 2008 Annual Report http : //www.cmbchina.com Add : China Merchants Bank Tower, No 7088, Shennan Boulevard, Shenzhen, China Tel : (0755) 83198888 Fax : (0755) 83195555 Postcode:518040 Keep growing with you World famous pianist Lang Lang, the brand ambassador of CMB Contents Important Notice 2 VII Directors, Supervisors, Senior Management, Employees I Corporate Information 3 and Organizational Structure 99 II Financial Highlights 8 VIII Corporate Governance 112 III Chairman’s Statement 14 IX Report of the Board of Directors 141 IV President’s Statement 18 X Report of the Board V Management’s Analysis and of Supervisors 157 Discussion 23 XI Social Responsibilities VI Share Capital Structure and of the Company 158 Shareholder Base 85 XII Financial Report 160 Important Notice Annual Report 2008 The Board of Directors, the Board of Supervisors, and directors, supervisors and senior management of the Company confirm that there are no false representations, misleading statements or material omissions contained herein, and individually and collectively accept full responsibility for the truthfulness, accuracy and completeness of the contents of this report. The 37th meeting of the Seventh Session of the Board of Directors of China Merchants Bank Co., Ltd. (the “Company”) was held at the training center of China Merchants Bank Co., Ltd., Shenzhen on 24 April 2009. The meeting was presided China Merchants Bank by Qin Xiao, Chairman of the board. 14 out of 18 eligible Directors attended the meeting. Wei Jiafu and Fu Yuning (both being directors) appointed Qin Xiao (director) as proxy, and Wang Daxiong and Fu Junyuan (both being directors) appointed Li Yinquan (director) as proxy to vote on their behalf respectively. Six supervisors of the Company were present at the meeting. The convening of the meeting complied with the relevant provisions of the Company Law and the Articles of Association of the Company. KPMG Huazhen Certified Public Accountants and KPMG Certified Public Accountants have reviewed the 2008 financial report respectively in accordance with the PRC and international accounting standards, and issued standard auditing reports with unqualified opinions. Unless otherwise stated, all monetary sums stated in this annual report are expressed in RMB. Hereinafter the “Company”, the “Bank” and “CMB” mentioned in this annual report are all referred to China Merchants Bank Co., Ltd.; and the “Group” is referred to China Merchants Bank Co., Ltd. and its subsidiaries. Mr. Qin Xiao, Chairman of the Company, Mr. Ma Weihua, President, Mr. Li Hao, Executive Vice President and Chief Financial Officer, and Mr. Zhou Song, the person in charge of the Planning and Finance Department, hereby make representations in respect of the truthfulness and completeness of the financial statements in this annual report. 2 I Corporate Information 1.1 Company Profile Annual Report 2008 1.1.1 Registered Corporate Name in Chinese: 招商銀行股份有限公司 (Chinese abbreviation: 招商銀行) Registered Corporate Name in English: China Merchants Bank Co., Ltd. 1.1.2 Legal Representative: Qin Xiao Authorized Representatives: Ma Weihua, Li Hao China Merchants Bank Secretary of the Board of Directors: Lan Qi Joint Company Secretaries: Lan Qi, Seng Sze Ka Mee, Natalia (FCIS, FCS(PE), FHKIoD) Qualified Accountant: Cheng Ting Nan (CPA, FCCA) Securities Representative: Wu Jianbing 1.1.3 Registered and Office Address: 7088 Shennan Boulevard, Futian District, Shenzhen, Guangdong Province, China 1.1.4 Mailing Address: 7088 Shennan Boulevard, Futian District, Shenzhen, Guangdong Province, China Postcode: 518040 Tel: 86755-83198888 Fax: 86755-83195109 Email: [email protected] Website: www.cmbchina.com 1.1.5 Principal Place of Business in Hong Kong: 21st Floor, Bank of America Tower, 12 Harcourt Road, Hong Kong 1.1.6 Share Listing: A Share: Shanghai Stock Exchange Abbreviated Name of A Share: CMB Stock Code: 600036 H Share: The Stock Exchange of Hong Kong Ltd. (“SEHK” or the “Hong Kong Stock Exchange”) Abbreviated Name of H Share: CM BANK Stock Code: 3968 Convertible Bonds: Shanghai Stock Exchange Abbreviation of Convertible Bonds: CMB Convertible Bonds Code of Convertible Bonds: 110036 1.1.7 Domestic Auditor: KPMG Huazhen Certified Public Accountants Office Address: 8th Floor, Tower 2, Oriental Plaza, 1 East Chang An Avenue, Beijing, PRC International Auditor: KPMG Certified Public Accountants Office Address: 8th Floor, Prince’s Building, 10 Charter Road, Central, Hong Kong 1.1.8 Legal Advisor as to the PRC Law: Jun He Law Office Legal Advisor as to Hong Kong Law: Herbert Smith 1.1.9 Trustee for A Share with Trading Restrictions: China Securities Depository & Clearing Corporation Ltd., Shanghai Branch 1.1.10 Share Registrar and Transfer Office as to H Share: Computershare Hong Kong Investor Services Ltd. Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong 3 I Corporate Information Annual Report 2008 1.1.11 Websites and Newspapers Designated by the Company for Information Disclosure: Mainland China: “China Securities Journal”, “Securities Times”, “Shanghai Securities News”, website of the Shanghai Stock Exchange (www.sse.com.cn), the Company’s website (www.cmbchina.com); Hong Kong: website of The Stock Exchange of Hong Kong Ltd. (www.hkex.com.hk), the Company’s website (www.cmbchina.com); Annual reports available at: the office of the Board of Directors China Merchants Bank 1.1.12 Other Information about the Company: Initial registration date: 31 March 1987 Initial registration place: Administration for Industry and Commerce of Shenzhen, Shekou Branch Registered No. of business licence for an enterprise as a legal person: 4403011228801 Taxation Registration No.: Guo Shui Shen Zi 44030010001686X Shen Di Shui Deng Zi 44030410001686X Organization Code: 10001686-X 1.2 Corporate Information Founded in 1987 with its head office in Shenzhen, China, the Company mainly focuses on the China market. As at 31 December 2008, the Company had 44 branches, 623 sub-branches (including offices), 1 representative office (in Beijing), 1 credit card center, 1 credit center for small-sized enterprises, 1,567 self-service banking centers and over 1,400 off-bank self-service machines (ATM & CDM) in Mainland China, and a wholly owned subsidiary CMB Financial Leasing Company Limited. The efficiently operated outlets of the Company are primarily located in China’s more economically developed regions such as Yangtze River Delta, Pearl River Delta and Bohai Rim, and some large cities in other regions. The Company owns two subsidiaries, namely, Wing Lung Bank Limited (“WLB” or “Wing Lung Bank”) and CMB International Capital Corporation Limited (“CMBICC”), and a branch in Hong Kong. It has a branch and a representative office in New York. The Company has established correspondent relationship with 1,756 overseas financial institutions in 93 countries and regions. The growth of the Company from a regional bank into a large national commercial bank of China is primarily attributable to its own resources and efforts. The Company was listed on Shanghai Stock Exchange in April 2002 and on SEHK in September 2006. The Company provides customers with various corporate and retail banking products and services, and conducts treasury activities for proprietary purpose and on behalf of customers.The innovative products and services of the Company, such as “All-in-one Card,” a multi-function debit card, “All-in-one Net,” a comprehensive online banking service, dual currency credit card, the “Sunflower Wealth Management” services and private banking services, have become widely accepted in China. Principal activities of the Company: Taking deposits from the public; granting short, medium and long term loans; settlement; bills discounting; issuing financial bonds and acting as agent for issuance and encashment; underwriting and trading government bonds; inter-bank lending and borrowing; letter of credit and guarantees; collection and payment; bancassurance; safety- deposit box services; foreign currency deposits and loans, remittance; foreign exchange; international settlement; foreign currency placement; foreign currency bills acceptance and discounting; trading and agency trading of foreign currency securities except stock; issuing and agency issuing of foreign currency securities except stock; proprietary FX trading and trading on behalf of customers; credit investigation, advisory and attestation services; offshore banking business; credit card business; securities investment fund custody and Qualified Foreign Institutional Investor (QFII) custodian services; corporate annuity fund custody and account management services; Social Security Fund custody; underwriting short-term commercial paper; derivative products trading; and other businesses approved by China Banking Regulatory Commission (“CBRC”). 4 I Corporate Information 1.3 Important events for the year Annual Report 2008 1.3.1 Acquisition of Wing Lung Bank On 30 May 2008, the Company entered into an agreement with the Wu family in respect of the acquisition of approximately 53.12% equity interest in WLB for a total consideration of HK$19,302 million. On 30 September 2008, the Company completed the acquisition of approximately 53.12% equity interest in WLB from the Wu family. On 6 October 2008, the Company dispatched the composite offer document to the remaining shareholders of Wing Lung China