Bank of Communications Co., Ltd. 2016 Annual Report Stock Code: 03328 Bank of Communications Co., Ltd
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Bank of Communications Co., Ltd. 2016 Annual Report Stock Code: 03328 www.bankcomm.com No. 188, Yin Cheng Zhong Road, Shanghai, P.R. China Bank of Communications Co., Ltd. COMPANY PROFILE Founded in 1908, BoCom is one of the note-issuing banks with the longest history in modern China. BoCom reopened after reorganization on 1 April 1987. It is the first nationwide state-owned joint-stock commercial bank in China, with Head Office located in Shanghai. The Bank was listed on the Hong Kong Stock Exchange in June 2005 and on the Shanghai Stock Exchange in May 2007. BoCom’s development strategy is “becoming a first class listed comprehensive banking group focusing on international expansion and specializing in wealth management” (hereinafter referred to as “BoCom Strategy”); its corporate vision is “building the best wealth management bank in China”; its corporate spirit is "promote development with unremitting effort, consolidate enterprise with absolute responsibility, transcend limitations with endless creatively"; its corporate mission is to create shared value; its business philosophy is “One BoCom for One Customer”; its slogan is “A century of BoCom, your best wealth management bank”. Currently, BoCom is one of the major financial services providers in China. The Bank’s business scope includes commercial banking, securities services, trust services, financial leasing, fund management, insurance, offshore financial services. As at the end of 2016, 232 domestic branches have been set up, including 30 Tier-1 branches, 7 directly operating branches of Head Office and 195 Tier-2 branches. 3,285 banking outlets have been set up in 236 prefecture-level cities or above and 167 county-level cities nationwide. There are three wholly-owned subsidiaries including BoCom International, BoCom Insurance and BoCom Leasing, and subsidiaries with controlling stake including BoCom Fund, BoCom International Trust, BoCommLife Insurance and four rural banks. Moreover, the Bank has been the largest shareholder of Jiangsu Changshu Rural Commercial Bank Co., Ltd. and the paratactic largest shareholder of Bank of Tibet Co., Ltd., and has strategically invested in stake of Bank of Hainan. Currently, BoCom has set up 20 overseas banking entities in over 16 countries and regions, including branches in Hong Kong, New York, Tokyo, Singapore, Seoul, Frankfurt, Macau, Ho Chi Minh City, San Francisco, Sydney and Taipei, London Branch of BoCom/Bank of Communications (UK) Limited, Bank of Communications (Luxembourg) Limited/Luxembourg Branch of BoCom, Brisbane Branch of BoCom, Bank of Communications (Luxembourg) S.A. Paris Branch, Bank of Communications (Luxembourg) S.A. Rome Branch, Banco BBM (BoCom BBM) and representative office in Toronto, and has established 65 overseas banking outlets in total (excluding the representative office). In 2015, the State Council approved BoCom’s Plan to Strengthen Reformation. The strengthened reformation concentrates on three key areas including refining corporate governance mechanism as a large commercial bank, reinforcing operational improvements and promoting transformation, and innovating operating model. BoCom implemented reform programs steadily. The positive effect of reforms, stimulation of transformation forces and the enhancement of core development indicator are anticipated. In 2016, BoCom was honored “Top 500 Global Companies” for the eighth consecutive year and was ranked No. 153 in terms of revenue by FORTUNE. It was ranked No. 13 among the global top 1,000 banks in terms of Tier-1 Capital rated by The Banker and was ranked top 20 among global banks for the third consecutive year. As a large state-owned banking group with long history, distinct strategy, normative governance, moderate operation and high-quality services, BoCom will always adhere to state’s strategies and serve the real economy. We will continually deepen reform, promote transformation development and strengthen Party self-discipline, and will do our best to provide better services to customers and reward the shareholders and the society. Bank of Communications Co., Ltd. CONTENTS Annual Report 2016 H Share Definitions 2 IMPORTANT REMINDERS Corporate Information 4 I. The Board of Directors, the Board of Supervisors and Directors, Supervisors, Senior Management of Financial Highlights 6 the Bank guarantee the authenticity, accuracy and Statement from the Chairman 8 completeness of the Annual Report, free of false records, misleading statements or material omissions, Statement from the President 12 and assume individual and joint legal responsibilities. II. Mr. Niu Ximing, the Chairman of the Bank, Mr. Peng Statement from the Chairman Chun, principal in charge of accounting and Ms. Lin of the Board of Supervisors 16 Zhihong, head of accounting department represent that they guarantee the authenticity, accuracy and Business Profile 17 completeness of the financial statements in the annual Ranking and Rewards 22 report. III. The Group’s financial statements that were prepared Management Discussion and Analysis 24 in accordance with China Accounting Standards was BoCom-HSBC Strategic Cooperation 89 audited by PricewaterhouseCoopers Zhong Tian LLP, and those prepared in accordance with IFRSs was Changes in Ordinary Shares and audited by PricewaterhouseCoopers, with unqualified auditor’s reports issued. Shareholdings of Substantial IV. Proposal on distribution of dividend during the Shareholders 91 Reporting Period or proposal on conversion of capital reserve into share capital considered by the Board of Issuance of Preference Shares 97 Directors: Directors, Supervisors, Based on the total issued ordinary shares of 74.263 billion as at 31 December 2016, a cash dividend of Senior Management and RMB0.2715 (before tax) per share will be distributed Human Resource Management 101 to the registered shareholders of A share and H share, totaling RMB20.162 billion. There is no proposal on Report of the Board of Directors 123 bonus share or proposal on conversion of capital Report of the Board of Supervisors 130 reserve into share capital for the current year. V. Prospective statement involved in the report, such as Corporate Governance Report 136 future plans, development strategies do not constitute Corporate Social Responsibilities 157 a real commitment of the Bank to investors. Investors and stakeholders are required to keep sufficient risk Significant Events 167 awareness, and understand the differences among the plan, forecasting and commitment. Organisation Chart of the Group 170 VI. The Group is mainly exposed to credit risk, market List of Domestic and Overseas Branches, risk, operational risk and compliance risk during the operations. The Group has taken and will continue to Major Subsidiaries and Rural Banks 172 take various steps to effectively manage risks. Please Independent Auditor’s Report 177 refer to section headed “Management Discussion and Analysis – Risk Management”. Consolidated Financial Statements 184 Notes to the Consolidated Financial Statements 189 Supplementary Unaudited Financial Information 326 This report is prepared in Chinese and English, respectively. Should there be any inconsistency between the Chinese and English versions, the Chinese version will prevail. DEFINITIONS The following terms will have the following meanings in this Report unless otherwise stated: “Model Code” Model Code for Securities Transactions by Directors of Listed Issuers as set out in the Appendix 10 of the Hong Kong Listing Rules “Company Law” the Company Law of the People’s Republic of China “Articles of Associations” the Articles of Association of Bank of Communications Co., Ltd. as approved by CBRC “Securities Law” Securities Law of the People’s Republic of China “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time “Reporting Period” the period from 1 January 2016 to 31 December 2016 “Group” the Bank and its subsidiaries “Bank” Bank of Communications Co., Ltd. “Ministry of Finance” Ministry of Finance of the People’s Republic of China “North Eastern China” Includes Liaoning Province, Jilin Province and Heilongjiang Province “Overseas” Includes Hong Kong Branch, New York Branch, Tokyo Branch, Singapore Branch, Seoul Branch, Frankfurt Branch, Macau Branch, Ho Chi Minh City Branch, San Francisco Branch Sydney Branch, Taipei Branch, London Branch of BoCom/Bank of Communications (UK) Co., Ltd., Bank of Communications (Luxembourg) Co., Ltd./Luxembourg Branch of BoCom, Brisbane Branch, Bank of Communications (Luxembourg) S.A. Paris Branch, Bank of Communications (Luxembourg) S.A. Rome Branch, Banco BBM (BoCom BBM), Toronto representative office and other overseas subsidiaries “Northern China” Includes Beijing, Tianjin, Hebei Province, Shanxi Province and Inner Mongolia Autonomous Region “Eastern China” Includes Shanghai (excluding Head Office), Jiangsu Province, Zhejiang Province, Anhui Province, Fujian Province, Jiangxi Province and Shandong Province “Central and Southern China” Includes Henan Province, Hunan Province, Hubei Province, Guangdong Province, Hainan Province and Guangxi Autonomous Region “HSBC” The Hong Kong and Shanghai Banking Corporation Limited “basis point” One in ten thousand 2 Bank of Communications Co., Ltd. DEFINITIONS (CONTINUED) “BoCom Insurance” China BoCom Insurance Co., Ltd. “BoCom International” BoCom International Holdings Company Limited “BoCom International Trust” Bank of Communications International Trust Co., Ltd. “BoCommLife Insurance” BoCommLife Insurance Company Limited