Bank of Communications Co., Ltd. 2015 Annual Report Stock C O Bank of Communications Co., Ltd
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Bank of Communications Co., Ltd. 2015 Annual Report Stock C Bank of Communications Co., Ltd. o d No. 188, Yin Cheng Zhong Lu, Shanghai, P.R. China e: 03328 www.bankcomm.com WorldReginfo - d76c33ba-4871-43bc-b7f6-2655647a785b COMPANY PROFILE Founded in 1908, BoCOM is one of the Banks with the longest history and was one of the note-issuing banks in China in the past. BoCOM started its business operation after its re-establishment in 1987. It is the first nationwide state-owned joint-stock commercial bank in China, with its 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. The Bank ranked No. 17 among the global top 1,000 banks in terms of Tier 1 Capital rated by the London-based magazine, The Banker in 2015, up 2 places as compared with last year and ranked No. 190 among the “Fortune 500 Companies” in terms of operating income by the Fortune in 2015, up 27 places as compared with last year. The Bank currently has 230 domestic branches, comprising 30 tier-1 branches, 7 branches directly managed by the Head Office and 193 tier-2 branches. The Bank has also established 3,141 banking outlets in 235 prefecture-level cities or above and 171 county-level cities nationwide. In addition, the Bank has set up 15 overseas1 institutions, which comprise branches in Hong Kong, New York, San Francisco, Tokyo, Singapore, Seoul, Frankfurt, Macau, Ho Chi Minh City, Sydney, Brisbane, and Taipei, Bank of Communications (UK) Limited, Bank of Communications (Luxembourg) Limited and representative office in Toronto. It has established 56 overseas banking outlets in total. The Bank is one of the major financial services providers in China. The Bank’s business scope comprises commercial banking, securities services, trust services, financial leasing, fund management, insurance, offshore financial services and so on. Its wholly-owned subsidiaries include BOCOM International Holdings Company Limited, China BOCOM Insurance Co., Ltd. and Bank of Communications Finance Leasing Co., Ltd.. Subsidiaries controlled by the Bank include Bank of Communications Schroder Fund Management Co., Ltd., Bank of Communications International Trust Co., Ltd., BoCommlife Insurance Company Limited, Dayi Bocomm Xingmin Rural Bank Ltd., Zhejiang Anji BOCOM Rural Bank Ltd., Xinjiang Shihezi BOCOM Rural Bank Ltd. and Qingdao Laoshan BOCOM Rural Bank Ltd.. The Bank is also the largest shareholder of Jiangsu Changshu Rural Commercial Bank Co., Ltd. and the paratactic largest shareholder of Bank of Tibet Co., Ltd.. CULTURE IDEA AND DEVELOPMENT STRATEGY Corporate mission: Business Concept: Creating shared value One BoCom for One Customer Corporate vision: Development strategy: Building the best wealth management bank Becoming “a first class listed comprehensive banking group focusing on international expansion in China and specialising in wealth management” (hereinafter Corporate spirit: referred to as “BoCom Strategy”). Promote development with unremitting Slogan: effort · Consolidate enterprise with absolute A century of Bocom, your best wealth management responsibility · Transcend limitations with bank endless creativity 1 Including Hong Kong, Macau and Taiwan. WorldReginfo - d76c33ba-4871-43bc-b7f6-2655647a785b Bank of Communications Co., Ltd. Contents Annual Report 2015 H Share Definitions 2 IMPORTANT REMINDERS Corporate Information 4 1. The Board, Supervisory Committee and the Directors, the Supervisors and senior management of the Bank Financial Highlights 6 guarantee the authenticity, accuracy and completeness of the annual report, free of false records, misleading Chairman’s Statement 8 statements or material omissions, and assume individual President’s Statement 12 and joint and several obligation legal responsibilities. 2. Mr. Niu Ximing, the Chairman of the Board, Mr. Peng Chairman of the Supervisory Committee 17 Chun, principal in charge of accounting and Ms. Lin Business Profile 18 Zhihong, head of accounting department represent that they guarantee the authenticity, accuracy and Ranking and Awards 22 completeness of the financial statements in the annual Management Discussion and Analysis 24 report. 3. The Group’s financial statements prepared in Changes in Ordinary Shares and accordance with China Accounting Standards was Shareholdings of Substantial audited by PricewaterhouseCoopers Zhong Tian LLP, and those prepared in accordance with IFRSs was Shareholders 92 audited by PricewaterhouseCoopers, with unqualified audit’s reports issued. Issuance of Preference Shares 99 4. Proposal on distribution of dividend during the Directors, Supervisors, Reporting Period or proposal on conversion of capital reserve into share capital considered by the Board of Senior Management and Directors: Human Resource Management 101 Based on the total issued ordinary shares of 74.263 billion shares as at 31 December 2015, a cash dividend Report of the Board of Directors 124 of RMB0.27 (before tax) per share was distributed Report of the Supervisory Committee 133 to registered shareholders of A share and H share, totalling RMB20.051 billion. There is no proposal on Corporate Governance Report 139 bonus share or proposal on conversion of capital Corporate Social Responsibilities 158 reserve into share capital for the current year. 5. Prospective statement involved in the report, such as Significant Events 164 future plans, development strategies do not constitute a real commitment of the Bank to investors. Investors Organisation Chart of Bank of and stakeholders are required to keep enough risk Communications Group 166 awareness, and understand the differences among the plan, forecasting and commitment. List of Domestic and Overseas Branches, 6. The Bank is mainly exposed to credit risks, market Major Subsidiaries and Rural Banks 168 risks, operational risks and compliance risks in its operation. The Bank has taken and will continue to take Independent Auditor’s Report 173 various measures to effectively manage risks. Please Consolidated Financial Statements 175 refer to section headed “Management Discussion and Analysis – Risk Management”. Notes to the Consolidated Financial Statements 180 Supplementary Unaudited Financial Information 310 This report is prepared in both Chinese and English. Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail. Annual Report 2015 H Share 1 WorldReginfo - d76c33ba-4871-43bc-b7f6-2655647a785b DEFINITIONS The following terms will have the following meanings in the Annual Report unless otherwise stated: “Model Code” Refers to 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” Refers to the Company Law of the People’s Republic of China “Articles of Associations” Refers to the Articles of Association of Bank of Communications Co., Ltd. as approved by CBRC “Securities Law” Refers to Securities Law of the People’s Republic of China “Reporting Period” Refers to the period from 1 January 2015 to 31 December 2015 The Group Refers to the Bank and its subsidiaries “Bank” Refers to Bank of Communications Co., Ltd. “Ministry of Finance” Refers to the Ministry of Finance of the People’s Republic of China North Eastern China Refers to Includes Liaoning Province, Jilin Province and Heilongjiang Province “Director(s)” Refers to the director(s) of the Bank “Board of Directors” Refers to the board of directors of the Bank Overseas Refers to Includes Hong Kong Branch, New York Branch, Singapore Branch, Seoul Branch, Tokyo Branch, Frankfurt Branch, Macau Branch, Ho Chi Minh City Branch, San Francisco Branch, Sydney Branch, Taipei Branch, Brisbane Branch, Bank of Communications (UK) Co., Ltd., Bank of Communications (Luxembourg) Co., Ltd., representative office in Toronto and other overseas subsidiaries Northern China Refers to Includes Beijing, Tianjin, Hebei Province, Shanxi Province and Inner Mongolia Autonomous Region Eastern China Refers to Includes Shanghai (excluding the Head Office), Jiangsu Province, Zhejiang Province, Anhui Province, Fujian Province, Jiangxi Province and Shandong Province Central and Southern China Refers to Includes Henan Province, Hunan Province, Hubei Province, Guangdong Province, Hainan Province and Guangxi Autonomous Region “HSBC” Refers to the Hongkong and Shanghai Banking Corporation Limited “Basis point” Refers to One in ten thousand “Supervisor(s)” Refers to the supervisor(s) of the Bank “Supervisory Committee” Refers to the supervisory committee of the Bank “BoCOM Insurance” Refers to China BOCOM Insurance Co., Ltd. “BoCOM International” Refers to BOCOM International Holdings Company Limited “BoCOM International Trust” Refers to Bank of Communications International Trust Co., Ltd. “BoCommLife Insurance” Refers to BoCommLife Insurance Company Limited 2 Bank of Communications Co., Ltd. WorldReginfo - d76c33ba-4871-43bc-b7f6-2655647a785b DEFINITIONS (CONTINUED) “BoCOM Schroder” Refers to Bank of Communications Schroder Fund Management Co., Ltd. “BoCOM Leasing” Refers to Bank of Communications Financial Leasing Co., Ltd. “SSE” Refers to the Shanghai Stock Exchange “SSF” Refers to the National Council for Social Security Fund Western China Refers to Includes Chongqing, Sichuan Province, Guizhou Province, Yunnan Province, Shaanxi Province, Gansu Province, Qinghai Province, Ningxia Autonomous Region, Xinjiang Uyghur Autonomous Region and Tibet Autonomous Region “HKEx” Refers to the Stock Exchange of Hong