Bank of China Limited
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Bank of China Limited Stock Code : 3988 (Ordinary H-Share) 4601 (Offshore Preference Share) 2015 Annual Report The print version of the Bank’s 2015 Annual Report, to be published in April 2016 will supersede this version. (BOC) 165885 28/03/2016 16:00 M16 HKEX E>C 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. Fulfilling its commitment to serving the public and developing China’s financial services sector, the Bank rose to a leading position in the Chinese financial industry and developed a good standing in the international financial 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 financing 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 first 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 financial institution from emerging economies to be designated as a Global Systemically Important Bank for five consecutive years. As China’s most internationalised and diversified bank, Bank of China provides a comprehensive range of financial 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 financial 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 first” 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. (BOC) 165885 28/03/2016 16:00 M16 HKEX E>C 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 significant 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. (BOC) 165885 28/03/2016 16:00 M16 HKEX E>C Contents Definitions 2 Important Notice 4 Honours and Awards 5 Financial Highlights 6 Corporate Information 9 Message from the Chairman 11 Message from the President 13 Message from the Chairman of the Board of Supervisors 16 Management Discussion and Analysis 17 Financial Review 17 Business Review 35 Risk Management 66 Organisational Management, Human Resources Development and Management 80 Outlook 83 Corporate Social Responsibilities 85 Changes in Share Capital and Shareholdings of Shareholders 88 Directors, Supervisors and Senior Management Members 97 Corporate Governance 114 Report of the Board of Directors 134 Report of the Board of Supervisors 144 Significant Events 148 Independent Auditor’s Report 151 Consolidated Financial Statements 152 Unaudited Supplementary Financial Information 360 Supplementary Information — Differences Between IFRS and CAS Consolidated Financial Statements 365 Unaudited Supplementary Information — Global Systemically Importance Assessment Indicators of Commercial Banks 366 Unaudited Supplementary Information — Leverage Ratio 367 Reference for Shareholders 369 Organisational Chart 373 List of Major Branches and Subsidiaries 374 1 (BOC) 165885 28/03/2016 16:00 M16 HKEX E>C Definitions 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 financial 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 2 (BOC) 165885 28/03/2016 16:00 M16 HKEX E>C 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 Ltd. Independent Director Independent director under the listing rules of SSE and the Articles of Association, and independent non-executive director under the Hong Kong Listing Rules MOF Ministry of Finance, PRC Northeastern China The area including, for the purpose of this report, the branches of Heilongjiang, Jilin and Liaoning Northern China The area including, for the purpose of this report, the branches of Beijing, Tianjin, Hebei, Shanxi, Inner Mongolia and the Head Office Offshore Preference Share Offshore preference share(s) in the preference share capital of the Bank, with a nominal value of RMB100 each, which are listed on the Hong Kong Stock Exchange and traded in US dollars (Stock Code: 4601) PBOC The People’s Bank of China, PRC PRC The People’s Republic of China RMB Renminbi, the lawful currency of PRC SAFE State Administration of Foreign Exchange, PRC SFO Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) SSE The Shanghai Stock Exchange Western China The area including, for the purpose of this report, the branches of Chongqing, Sichuan, Guizhou, Yunnan, Shaanxi, Gansu, Ningxia, Qinghai, Tibet and Xinjiang 3 (BOC) 165885 28/03/2016 16:00 M16 HKEX E>C Important Notice The Board of Directors, the Board of Supervisors, directors, supervisors and senior management members of the Bank warrant that the information in this report is authentic, accurate and complete, contains no false record, misleading statement or material omission, and jointly and severally accept full responsibility for the information in this report. The 2015 Annual Report and Annual Results Announcement of the Bank have been reviewed and approved at the meeting of the Board of Directors of the Bank held on 30 March 2016. The number of directors who should attend the meeting is fourteen, with thirteen directors attending the meeting in person.