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招商銀行股份有限公司 China Merchants Bank Co., Ltd

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招商銀行股份有限公司 China Merchants Bank Co., Ltd Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. 招 商 銀 行 股 份 有 限 公 司 CHINA MERCHANTS BANK CO., LTD. (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 03968) 2009 ANNUAL RESULTS ANNOUNCEMENT The Board of Directors (the “Board”) of China Merchants Bank Co., Ltd. (the “Company”) is pleased to announce the audited results of the Company and its subsidiaries for the period ended 31 December 2009. This announcement, containing the full text of the 2009 Annual Report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to information to accompany preliminary announcements of annual results. Printed version of the Company’s 2009 Annual Report will be delivered to the H-Share Holders of the Company and available for viewing on the websites of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk) and of the Company (www.cmbchina.com) in late April 2010. Publication of Results Announcement Both the Chinese and English versions of this results announcement are available on the websites of the Company (www.cmbchina.com) and The Stock Exchange of Hong Kong Limited (www.hkex.com.hk). In the event of any discrepancies in interpretations between the English version and Chinese version, the Chinese version shall prevail. The Company also prepared the financial statements in Chinese in accordance with the PRC Generally Accepted Accounting Principles, which is available on the websites of the Company (www.cmbchina.com) and Shanghai Stock Exchange (www.sse.com.cn). By Order of the Board China Merchants Bank Co., Ltd. Qin Xiao Chairman 13 April 2010 As at the date of this announcement, the executive directors of the Company are Ma Weihua, Zhang Guanghua and Li Hao; the non-executive directors of the Company are Qin Xiao, Wei Jiafu, Fu Yuning, Li Yinquan, Hong Xiaoyuan, Ding An Hua Edward, Sun Yueying, Wang Daxiong and Fu Junyuan; and the independent non-executive directors of the Company are Wu Jiesi, Yan Lan, Yi Xiqun, Chow Kwong Fai, Edward, Liu Yongzhang and Liu Hongxia. Green Finance CONTENTS 002 Important Notice 100 VII Directors, Supervisors, Senior Management, Employees 003 I Company Information and Organizational Structure 008 II Financial Highlights 115 VIII Corporate Governance 012 III Chairman’s Statement 145 IX Report of the Board of Directors 016 IV President’s Statement 160 X Report of the Board of 023 V Management’s Analysis and Supervisors Discussion 161 XI Social Responsibilities of the Company 087 VI Share Capital Structure and Shareholder Base 164 XII Financial Report Important Notice 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 54th meeting of the Seventh Session of the Board of Directors of the Company was held at the CMB College, Shenzhen on 13 April 2010. The meeting was presided by Qin Xiao, Chairman of the Board. 16 out of 18 eligible Directors attended the meeting. Wei Jiafu (director) appointed Sun Yueying (director) and Fu Junyuan (both being directors) appointed Li Yinquan (director) as proxy to vote on their behalf respectively. 18 votes were valid. Eight 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 2009 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 referring to China Merchants Bank Co., Ltd.; and the “Group” is referring to China Merchants Bank Co., Ltd. and its subsidiaries. Qin Xiao, Chairman of the Company, Ma Weihua, President, Li Hao, Executive Vice President and Chief Financial Officer, and 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. 002 China Merchants Bank Annual Report 2009 I Company Information 1.1 Company Profile 1.1.1 Registered Company Name in Chinese: 招商銀行股份有限公司 (Chinese abbreviation: 招商銀行) Registered Company Name in English: China Merchants Bank Co., Ltd. 1.1.2 Legal Representative: Qin Xiao Authorized Representatives: Ma Weihua, Li Hao 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 Limited (“SEHK” or the “Hong Kong Stock Exchange”) Abbreviated Name of H Share: CM BANK Stock Code: 03968 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 China Merchants Bank Annual Report 2009 003 I Company Information 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 Depository for A Share: 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 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 Hong Kong Stock Exchange (www.hkex.com.hk), the Company’s website (www.cmbchina.com) Place of maintenance of annual reports: Office of the Board of Directors of the Company 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 license for an enterprise as a legal person: 440301104433862 Taxation Registration No.: Shen Guo Shui Deng Zi 44030010001686X Shen Di Shui Zi 44030010001686X Organization Code: 10001686-X 004 China Merchants Bank Annual Report 2009 1.2 Company Information Founded in 1987 with its head office in Shenzhen, China, the Company mainly focuses on the Chinese market. As at 31 December 2009, the Company had 52 branches, 685 sub-branches (including outlets), 2 exclusive operation centers equivalent to a branch (a credit card center and a small enterprise credit center), 1 representative office, 1,760 self-service centers and over 1,700 off-bank self-service machines and one wholly-owned subsidiary, CMB Financial Leasing Co., Ltd. in 65 cities of China.; two wholly-owned subsidiaries in Hong Kong, namely, Wing Lung Bank Limited (“WLB”) and CMB International Capital Corporation, Ltd., and a branch in Hong Kong; a branch and a representative office in New York, the United States; a representative office in London. 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 and medium-sized cities in other regions. The Company has maintained business relationship with 1,676 overseas financial institutions in 96 countries and regions. The growth of the Company from a regional bank into a national commercial bank with significant asset scale and strength in 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 treasury businesses 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 platform, dual-currency credit card,
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