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Performance People’s Republic of China: Evaluation Report Bank of China Ltd. Independent Evaluation Performance Evaluation Report January 2013 People’s Republic of China: Equity Investment in Bank of China Ltd. Reference Number: PPE:PRC 2012-20 Project Number: 38917 Equity Investment Number: 7219-PRC Independent Evaluation: PE-758 NOTES (i) The fiscal year of the Bank of China ends on 31 December (ii) In this report, “$” refers to US dollars Director General V. Thomas, Independent Evaluation Department Director H. Hettige, Independent Evaluation Division 2, Independent Evaluation Department Team leader N. Subramaniam, Senior Evaluation Specialist (Private Sector), Independent Evaluation Department Team members N. Gamo, Senior Evaluation Officer Independent Evaluation Department I. Garganta, Senior Evaluation Assistant, Independent Evaluation Department In preparing any evaluation report, or by making any designation of or reference to a particular territory or geographic area in this document, the Independent Evaluation Department does not intend to make any judgment as to the legal or other status of any territory or area. The guidelines formally adopted by the Independent Evaluation Department (IED) on avoiding conflict of interest in its independent evaluations were observed in the preparation of this report. To the knowledge of the management of IED, there were no conflicts of interest of the persons preparing, reviewing, or approving this report. Abbreviations ABC – Agricultural Bank of China ADB – Asian Development Bank BOC – Bank of China BOCOM – Bank of Communications CAR – capital adequacy ratio CBRC – China Banking Regulatory Commission CCB – China Construction Bank CDB – China Development Bank EROIC – economic return on invested capital GDP – gross domestic product HKSE – Hong Kong Stock Exchange. ICBC – Industrial and Commercial Bank of China IPO – initial public offering NPL – nonperforming loan PBOC – People’s Bank of China PRC – People’s Republic of China RBS – Royal Bank of Scotland ROIC – return on invested capital SOCB – state-owned commercial bank SMEs – small and medium-sized enterprises SSE – Shanghai Stock Exchange TA – technical assistance WACC – weighted average cost of capital Currency Equivalents Currency Unit – Yuan (CNY) At Appraisal At Program At Independent (4 October 2005) Completion Evaluation (31 December 2009) (1 October 2012) CNY1.00 = $0.1209 $0.1645 $0.1590 $1.00 = CNY8.2700 CNY6.8253 CNY6.8285 Contents Acknowledgements i Basic Data iii Executive Summary v Chapter 1: The Project 1 A. Project Background 1 B. Key Project Features 1 C. Progress Highlights 2 Chapter 2: Evaluation 4 A. Overview 4 B. Project Rationale and Objectives 4 C. Development Impact and Outcome 4 D. ADB Investment Profitability 18 E. ADB Work Quality 19 F. ADB Additionality 20 G. Overall Evaluation 21 Chapter 3: Issues, Lessons and Recommendations 22 A. Issues and Lessons 22 B. Recommendations and Follow Up Actions 23 Appendixes 1 Private Sector Development Indicators and Ratings 25 2 Banking Sector Developments, 2005–2011 31 3 Bank of China, 2005–2011 41 4 Bank of China Financial Statements 54 5 Rate of Return Calculations 56 Acknowledgments A team of staff and consultants from the Independent Evaluation Department (IED) contributed to this study, including analysis, desk reviews, interviews, and research. The core team included Nathan Subramaniam (team leader), Noel Gamo, Irene Garganta and consultant Royston Brockman. The report benefited from the guidance of Vinod Thomas, Director General, IED and Hemamala Hettige, Director, Independent Evaluation Division 2. The team would like to thank ADB staff and Bank of China officials who were interviewed for their time and inputs. Also the team would like to acknowledge comments on the draft provided. Basic Data Equity Investment 7219-PRC: Bank of China Ltd. Key Project Data As per ADB Loan Actual Documents ($ million) ($ million) Total program cost 75.0 73.7 ADB investment: Equity Committed 75.0 73.7 Disbursed 75.0 73.7 Key Dates Expected Actual Concept clearance approval 2004 17 May 2004 Board approval 2005 4 October 2005 Investors right agreement 2005 5 October 2005 Share subscription agreement 2005 5 October 2005 Fund disbursement 2005 29 December 2005 Lock-up period 2005 31 December 2008 Extended annual review report 2008 23 December 2010 Financial and Economic Internal Appraisal Rates of Return Financial internal rate of return 16%–21% Economic internal rate of return 20% Type of Mission No. of Missions Dates Fact-finding mission 1 Dec 2003 Appraisal mission 1 Oct 2005 Project administration mission 1 22 Apr 2010 ORM and PSCM joint mission 1 Aug 2010 XARR mission 1 9–12 Nov 2010 ADB = Asian Development Bank, ORM = Office of Risk Management, PSCM = Capital Markets and Financial Sectors Division, XARR = extended annual review report. Executive Summary In 2004, banking in the People’s Republic of China (PRC) was dominated by four state-owned commercial banks and a few joint-stock banks, which together controlled almost 70% of the sector’s assets. In 2005, before its initial public offering (IPO) in 2006, the Bank of China (BOC) signed investment agreements with the Asian Development Bank (ADB), Royal Bank of Scotland (RBS), Switzerland's UBS, and Fullerton Financial Holdings under Temasek Holdings Limited (Temasek). ADB’s Board of Directors approved an equity investment in BOC of $75 million on 5 October 2005, and ADB entered into a share subscription agreement with BOC and Central Huijin Investments Ltd. through an investor rights agreement. ADB acquired the shares for $73.7 million, which represented 0.24% ownership at the end of 2005. It had a lock-up period of 3 years, which ended on 31 December 2008. In 2006, soon after ADB’s investment, BOC was successfully listed on the Hong Kong and Shanghai stock exchanges. RBS and UBS sold their shares after the expiry of their lock- up periods in 2008 to ease their liquidity problems. ADB sold 40% of its shares in 2011 for $106.9 million, and divested the balance in March 2012 for $128.9 million. ADB’s investment was designed to support the implementation of government policy to liberalize the finance sector, and was expected to add value by providing direct support to corporate governance, credit and risk management, and the implementation of safeguards. The overall assessment of the project is successful, based on a qualitative combination of the ratings of criteria set forth in ADB’s Guidelines for Preparing Performance Evaluation Reports on Nonsovereign Operations. Four main criteria were used: development impact and outcomes, ADB investment profitability, ADB work quality, and ADB additionality. Development impact and outcomes were rated satisfactory according to four subcriteria: private sector development (rated satisfactory); business success (rated excellent); contribution to economic development (rated excellent); and environmental, health, and safety performance (rated satisfactory). The private sector development assessment covered “beyond company impacts” and “direct company impacts”. Government banking reforms focused on the privatization of the large commercial banks, although neither ADB nor BOC were at the forefront of this. In 2005, China Construction Bank was the first large commercial bank to go public, with BOC following in 2006. All five large commercial banks have now completed public listings. Three joint-stock commercial banks and one rural commercial bank had also gone public by the end of 2011. The large commercial banks dominate the banking sector, but their relative share is declining because of the growth of small and medium- sized commercial banks. Competition is increasing. Despite privatization, the large commercial banks remain majority government-owned and controlled. The PRC’s banks also operate within tight limits. There has been slow progress toward liberalization, and ADB’s role in this is not clear. vi Equity Investment in Bank of China Ltd. Other reforms have involved the local incorporation of foreign banks and the growth of foreign investment in, and internationalization of, domestic banks. Foreign banks have established branches in the PRC, and some have strategic minority investments in commercial banks. Private capital makes up a significant part of banking equity, particularly in small and medium-sized commercial banks and rural financial institutions. Financial innovation has meant new products and financial services. Banking efficiency has improved, particularly through the centralized processing of credit and stronger risk management. Business processes are better and internal controls are more rigorous as a result of drawing on international good practices. There are lower levels of nonperforming loans, and banks have improved capital adequacies. There is no evidence of an ADB role in instigating banking reforms. Most reforms were already part of government plans before ADB’s involvement. Improving governance and management of BOC was helped by ADB, but this probably would have happened without the investment. However, BOC noted that ADB’s investment helped boost investor confidence before and after BOC’s successful listing. The investment encouraged better links with international organizations and demonstrated international banking standards. ADB only marginally affected operations and procedures of BOC. Five small technical assistance projects complemented systems support and banking expertise provided by RBS, UBS, and Temasek. ADB’s investment promoted business exchanges