Annual Report 2015 Ordinary H-Share Stock Code: 3988 Offshore Preference Share Stock Code: 4601
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No. 1 Fuxingmen Nei Dajie, Beijing, China, 100818 Tel: (86) 10-6659 6688 Fax: (86) 10-6601 6871 Customer Service and Complaint Hotline: (86) Area Code-95566 http://www.boc.cn Annual Report 2015 Stock Code: 3988 / 4601 2015 Annual Report Ordinary H-Share Stock Code: 3988 Offshore Preference Share Stock Code: 4601 Bank of China Global Network Bank of China is the most internationalised bank in China. After establishing the London Agency in 1929, which was the fi rst overseas institution of Chinese fi nancial institutions, the Bank gradually expanded its overseas network to major global fi nancial centres including Tokyo, Singapore and New York. At present, the Bank provides a comprehensive range of fi nancial services to customers across the Chinese mainland as well as 46 countries and regions. STOCKHOLM DUSSELDORF GLASGOW HAMBURG MOSCOW DUBLIN MANCHESTER BERLIN BIRMINGHAM ROTTERDAM WARSAW LONDON PRAGUE AKTOBE BRUSSELS PARIS FRANKFURT KHABAROVSK VIENNA ALMATY ULAANBAATAR LUXEMBOURG BUDAPEST LYON MUNICH MILAN VLADIVOSTOK ROME ISTANBUL LISBON KOBE SEOUL DAEGU ANSAN TOKYO CASABLANCA YOKOHAMA OSAKA NAGOYA BAHRAIN DUBAI TAIPEI ABU DHABI MACAU HONG KONG VIENTIANE YANGON KHON KAEN BANGKOK RANONG MANILA PHNOM PENH HO CHI MINH CITY PENANG KLANG KUALA LUMPUR JOHOR BAHRU MEDAN KUCHING NAIROBI PUCHONG SINGAPORE MUAR LUANDA JAKARTA SURABAYA KITWE LUSAKA JOHANNESBURG BRISBANE DURBAN PERTH SYDNEY MELBOURNE CALGARY VANCOUVER MONTREAL TORONTO CHICAGO NEW YORK LOS ANGELES GRAND CAYMAN COLON PANAMA RIO DE JANEIRO SAO PAULO AUCKLAND Introduction Bank of China was formally established in February 1912 following the approval of Dr. Sun Yat-sen. From 1912 to 1949, the Bank served consecutively as the country’s central bank, international exchange bank and specialised international trade bank. Fulfi lling its commitment to serving the public and developing China’s fi nancial services sector, the Bank rose to a leading position in the Chinese fi nancial industry and developed a good standing in the international fi nancial community, despite many hardships and setbacks. After 1949, drawing on its long history as the state-designated specialised foreign exchange and trade bank, the Bank became responsible for managing China’s foreign exchange operations and provided vital support to the nation’s foreign trade development and economic infrastructure by its offering of international trade settlement, overseas fund transfer and other non- trade foreign exchange services. During China’s reform and opening up period, the Bank seized the historic opportunity presented by the government’s strategy of capitalising on foreign funds and advanced technologies to boost economic development, and became the country’s key foreign fi nancing channel by building up its competitive advantages in foreign exchange business. In 1994, the Bank was transformed into a wholly state- owned commercial bank. In August 2004, Bank of China Limited was incorporated. The Bank was listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange in June and July 2006 respectively, becoming the fi rst Chinese commercial bank to launch an A-Share and H-Share initial public offering and achieve a dual listing in both markets. In 2015, Bank of China was again designated as a Global Systemically Important Bank, thus becoming the sole fi nancial institution from emerging economies to be designated as a Global Systemically Important Bank for fi ve consecutive years. As China’s most internationalised and diversifi ed bank, Bank of China provides a comprehensive range of fi nancial services to customers across the Chinese mainland as well as 46 countries and regions. The Bank’s core business is commercial banking, including corporate banking, personal banking and fi nancial markets services. BOC International Holdings Limited, a wholly owned subsidiary, is the Bank’s investment banking arm. Bank of China Group Insurance Company Limited and Bank of China Insurance Company Limited, both wholly owned subsidiaries, run the Bank’s insurance business. Bank of China Group Investment Limited, a wholly owned subsidiary, undertakes the Bank’s direct investment and investment management business. Bank of China Investment Management Co., Ltd., a controlled subsidiary, operates the Bank’s fund management business. BOC Aviation Pte. Ltd., a wholly owned subsidiary, is in charge of the Bank’s aircraft leasing business. Bank of China has upheld the spirit of “pursuing excellence” throughout its hundred-year history. With adoration of the nation in its soul, integrity as its backbone, reform and innovation as its path forward and “people fi rst” as its guiding principle, the Bank has built up an excellent brand image that is widely recognised within the industry and by its customers. Faced with new historic opportunities, the Bank will meet its social responsibilities, strive for excellence, and make further contributions to achieving the China Dream and the great rejuvenation of the Chinese nation. 1 2015 Annual Report Development Strategy Core Values Pursuing excellence Integrity Performance Responsibility Innovation Harmony Strategic Goal Serving Society, Delivering Excellence Overall Requirements of the Development Strategy To build Bank of China into an excellent bank driven by the pursuit of noble values, a bank that shoulders signifi cant responsibility for the nation’s revival, a bank that possesses a competitive edge in the globalisation process, a bank that leads lifestyle changes through technological innovations, a bank that earns customer loyalty through market competition and a bank that meets the expectations of shareholders, employees and society in the course of its sustained development. 2015 Annual Report 2 Contents 4 Defi nitions 5 Important Notice 6 Honours and Awards 7 Financial Highlights 10 Corporate Information 11 Message from the Chairman 15 Message from the President 19 Message from the Chairman of the Board of Supervisors 21 Management Discussion and Analysis 21 — Financial Review 37 — Business Review 62 — Risk Management 72 — Organisational Management, Human Resources Development and Management 74 — Outlook 76 Corporate Social Responsibilities 79 Changes in Share Capital and Shareholdings of Shareholders 86 Directors, Supervisors and Senior Management Members 104 Corporate Governance 120 Report of the Board of Directors 127 Report of the Board of Supervisors 130 Signifi cant Events 132 Independent Auditor’s Report 134 Consolidated Financial Statements 298 Unaudited Supplementary Financial Information 302 Supplementary Information — Differences Between IFRS and CAS Consolidated Financial Statements 303 Unaudited Supplementary Information — Global Systemically Importance Assessment Indicators of Commercial Banks 304 Unaudited Supplementary Information — Leverage Ratio 306 Reference for Shareholders 309 Organisational Chart 311 List of Major Branches and Subsidiaries 3 2015 Annual Report Defi nitions In this report, unless the context otherwise requires, the following terms shall have the meaning set out below: The Bank/the Group Bank of China Limited or its predecessors and, except where the context otherwise requires, all of the subsidiaries of Bank of China Limited Articles of Association The performing Articles of Association of the Bank A Share Domestic investment share(s) in the ordinary share capital of the Bank, with a nominal value of RMB1.00 each, which are listed on SSE (Stock Code: 601988) Basis Point (Bp, Bps) Measurement unit of changes in interest rate or exchange rate. 1 basis point is equivalent to 0.01 percentage point BOC Aviation BOC Aviation Pte. Ltd. BOC Insurance Bank of China Insurance Company Limited BOCG Insurance Bank of China Group Insurance Company Limited BOCG Investment Bank of China Group Investment Limited BOCG Life BOC Group Life Assurance Co., Ltd. BOCHK Bank of China (Hong Kong) Limited, an authorised fi nancial institution incorporated under the laws of Hong Kong and a wholly-owned subsidiary of BOCHK (Holdings) BOCHK (Holdings) BOC Hong Kong (Holdings) Limited, a company incorporated under the laws of Hong Kong, the ordinary shares of which are listed on the Hong Kong Stock Exchange BOCI BOC International Holdings Limited BOCIM Bank of China Investment Management Co., Ltd. BOCI China BOC International (China) Limited BOC-Samsung Life BOC-Samsung Life Ins. Co., Ltd. CBRC China Banking Regulatory Commission Central and Southern China The area including, for the purpose of this report, the branches of Henan, Hubei, Hunan, Guangdong, Shenzhen, Guangxi and Hainan Company Law The Company Law of PRC Convertible Bonds Corporate bonds that are vested for conversion to the A-Share stock of the Bank CSRC China Securities Regulatory Commission Domestic Preference Share Domestic preference share(s) in the preference share capital of the Bank, with a nominal value of RMB100 each, which are traded on SSE (Stock Code: 360002, 360010) Eastern China The area including, for the purpose of this report, the branches of Shanghai, Jiangsu, Suzhou, Zhejiang, Ningbo, Anhui, Fujian, Jiangxi and Shandong HKEx Hong Kong Exchanges and Clearing Limited Hong Kong Listing Rules The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Hong Kong Stock Exchange The Stock Exchange of Hong Kong Limited H Share Overseas-listed foreign investment share(s) in the ordinary share capital of the Bank, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars (Stock Code: 3988) Huijin Central Huijin Investment