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Annual Report 2014

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Annual Report 2014 OCBC WING HANG BANK ANNUAL REPORT 2014 2014 Annual Report Contents Page 2 Corporate Information 3 Report of the Directors 9 Corporate Governance Report 17 Independent Auditor’s Report 18 Consolidated Income Statement 19 Consolidated Statement of Comprehensive Income 20 Consolidated Balance Sheet 21 Balance Sheet 22 Consolidated Statement of Changes in Equity 23 Consolidated Cash Flow Statement 24 Notes to the Financial Statements 151 Unaudited Supplementary Financial Information 167 List of Branches OCBC WING HANG • Annual Report 2014 1 Corporate Information Board of Directors Remuneration Committee Chairman Mr OOI Sang Kuang Dr FUNG Yuk Bun Patrick JP Mr Samuel N TSIEN Mr LAU Hon Chuen Ambrose GBS, JP Executive Directors Mr NA Wu Beng (Chief Executive) Nomination Committee Mr Frank John WANG (Deputy Chief Executive) Mr OOI Sang Kuang Mr Samuel N TSIEN Non-executive Directors Mr LAU Hon Chuen Ambrose GBS, JP Dr CHEONG Choong Kong Ms KNG Hwee Tin Risk Management Committee Mr Samuel N TSIEN Mr TSE Hau Yin Aloysius Mr NA Wu Beng Independent Non-executive Directors Ms KNG Hwee Tin Mr LAU Hon Chuen Ambrose GBS, JP Mr OOI Sang Kuang Company Secretary Mr TSE Hau Yin Aloysius Mr LEUNG Chiu Wah Alternate Director Auditors Mr FUNG Yuk Sing Michael (Alternate Director to KPMG Mr Frank John WANG) Certified Public Accountants Executive Committee Registered Office Mr NA Wu Beng 161 Queen’s Road Central, Hong Kong Mr Frank John WANG Mr Samuel N TSIEN A subsidiary of OCBC Bank (Ms KNG Hwee Tin as alternate member of Mr Samuel N TSIEN) Audit Committee Mr TSE Hau Yin Aloysius Ms KNG Hwee Tin Mr LAU Hon Chuen Ambrose GBS, JP 2 OCBC WING HANG • Annual Report 2014 Report of the Directors The Directors of OCBC Wing Hang Bank Limited (the “Bank”) have pleasure in presenting their report together with the audited consolidated financial statements of the Bank and its subsidiaries (collectively the “Group”) for the year ended 31st December, 2014. Principal Place of Business The Bank is a licensed bank incorporated and domiciled in Hong Kong and has its registered office and principal place of business at 161 Queen’s Road Central, Hong Kong. Principal Activities The Group is engaged in commercial banking and related financial services. The analysis of the principal activities and geographical locations of operations of the Group during the year are set out in notes 18 and 33 to the financial statements. Results and Dividend The results of the Group for the year ended 31st December, 2014 and the state of affairs of the Group and the Bank as at 31st December, 2014 are set out in the financial statements on pages 18 to 150. The Directors did not recommend the payment of interim and final dividend for the year ended 31st December, 2014 (2013: Interim dividend HK$0.46 per share and final dividend HK$1.62 per share). Reserves Profit attributable to shareholders of HK$1,701,831,000 (2013: HK$2,187,123,000) has been transferred to reserves. Details of the movements in reserves of the Group during the year are set out in the consolidated statement of changes in equity. Major Customers The Directors believe that the five largest customers of the Group accounted for less than 30% of the total income of the Group during the year. Fixed Assets Details of the movements in fixed assets of the Group and of the Bank during the year are set out in note 20 to the financial statements. Share Capital During the year, the Bank issued 955,500 (2013: 5,261,822) ordinary shares under the share option scheme and employee incentive plan of the Bank. Details of the share capital are set out in note 29 to the financial statements. Charitable Donations During the year, the Group made donations for charitable and community purposes amounting to approximately HK$1,816,000 (2013: HK$1,675,000). OCBC WING HANG • Annual Report 2014 3 Report of the Directors Directors The Directors of the Bank during the year and up to the date of this report are as follows: Chairman Dr FUNG Yuk Bun Patrick JP (re-designated on 18th August, 2014) Executive Directors Mr NA Wu Beng (Chief Executive) (appointed on 18th August, 2014) Mr Frank John WANG (Deputy Chief Executive) Mr FUNG Yuk Sing Michael (resigned on 1st August, 2014) Non-executive Directors Dr CHEONG Choong Kong (appointed on 1st August, 2014) Ms KNG Hwee Tin (appointed on 1st August, 2014) Mr Samuel N TSIEN (appointed on 1st August, 2014) Mr HO Chi Wai Louis (resigned on 1st August, 2014) Mr Stephen Dubois LACKEY (resigned on 1st August, 2014) Mr Brian Gerard ROGAN (resigned on 1st August, 2014) Independent Non-executive Directors Mr LAU Hon Chuen Ambrose GBS, JP Mr OOI Sang Kuang (appointed on 1st August, 2014) Mr TSE Hau Yin Aloysius Dr CHENG Hon Kwan GBS, JP (resigned on 1st August, 2014) Mr LI Sze Kuen Billy (resigned on 1st August, 2014) Alternate Director Mr FUNG Yuk Sing Michael (Alternate Director to Mr Frank John WANG) (appointed on 1st August, 2014) 4 OCBC WING HANG • Annual Report 2014 As set out in the composite offer and response document jointly issued by Oversea-Chinese Banking Corporation Limited (“OCBC Bank”), OCBC Pearl Limited (“OCBC Pearl”) and the Bank on 30th June, 2014, Merrill Lynch (Asia Pacific) Limited and J.P. Morgan Securities (Asia Pacific) Limited on behalf of OCBC Pearl, made conditional voluntary general cash offers to acquire all the issued shares of the Bank and cancel all the outstanding awards of the Bank (the “Offers”). Following the completion of the Offers on 29th July, 2014 and the compulsory acquisition, there were changes in directors of the Bank during the year as follows: Re-designation of Chairman Dr FUNG Yuk Bun Patrick Chairman Appointment of Directors Mr NA Wu Beng Chief Executive, Executive Director and Chairman of the Executive Committee and a member of the Risk Management Committee Dr CHEONG Choong Kong Non-executive Director Ms KNG Hwee Tin Non-executive Director, a member of the Audit Committee, the Risk Management Committee and an alternate member to Mr Samuel N TSIEN on the Executive Committee Mr Samuel N TSIEN Non-executive Director, a member of the Executive Committee, the Nomination Committee and the Remuneration Committee Mr OOI Sang Kuang Independent Non-executive Director and Chairman of the Nomination Committee and the Remuneration Committee Appointment of Alternate Director Mr FUNG Yuk Sing Michael Alternate Director to Mr Frank John WANG, Deputy Chief Executive and Executive Director Resignation of Directors Dr CHENG Hon Kwan Independent Non-executive Director, Chairman of the Audit Committee and the Remuneration Committee and a member of the Nomination Committee Mr LI Sze Kuen Billy Independent Non-executive Director and a member of the Risk Management Committee Mr Brian Gerard ROGAN Non-executive Director Mr Stephen Dubois LACKEY Non-executive Director and a member of the Audit Committee Mr HO Chi Wai Louis Non-executive Director and a member of the Nomination Committee Mr FUNG Yuk Sing Michael Executive Director and a member of the Executive Committee OCBC WING HANG • Annual Report 2014 5 Report of the Directors In accordance with the Bank’s Articles of Association, Mr NA Wu Beng, Dr CHEONG Choong Kong, Ms KNG Hwee Tin, Mr Samuel N TSIEN, Mr OOI Sang Kuang and Mr LAU Hon Chuen Ambrose will retire from office at the coming Annual General Meeting (“AGM”). These retiring Directors, being eligible, have offered themselves for re-election at the AGM. Other remaining Directors of the Bank will continue in office. None of the Directors offering themselves for re-election at the AGM has a service contract with the Bank or any of its subsidiaries that is not determinable by the Bank within one year without payment of compensation (other than statutory compensation). No contract of significance to which the Bank, or any of its subsidiaries was a party, and in which a Director of the Bank had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. Save for the disposal of Technico Limited, a wholly-owned subsidiary of the Bank to Mr Frank John WANG (Details are set out in note 34(f) to the financial statements) and except for the share option scheme, the employee incentive plans of the Bank and the Offers, at no time during the year was the Bank, or any of its subsidiaries a party to any arrangements to enable the Directors of the Bank to acquire benefits by means of the acquisition of shares in or debentures of the Bank or any other body corporate. Details of the share option scheme and the employee incentive plans are set out in the following sections headed “Share Option Scheme” and “Employee Incentive Plans”. Share Option Scheme The Bank’s share option scheme was adopted on 24th April, 2003 (“Share Option Scheme”) and has expired in April 2013 and ceased to have any further effect, except that the options granted thereunder remain valid and exercisable until expiry of their exercise periods. As at the date of this report, there is no share option of the Bank outstanding and available for issue under the Share Option Scheme. Details of the movements of outstanding options granted under the Share Option Scheme during the year ended 31st December, 2014 are as follows: Number of options Outstanding Outstanding as at Lapsed/ as at Exercise Date of grant 01/01/2014 Granted Exercised cancelled 31/12/2014 price HK$ Director FUNG Yuk Bun Patrick 21/05/2004 50,000 – 50,000 – – 43.80 14/01/2005 50,000 – 50,000 – – 51.25 FUNG Yuk Sing Michael 21/05/2004 40,000 – 40,000 – – 43.80 14/01/2005 40,000 – 40,000 – – 51.25 Frank John WANG 21/05/2004 40,000 – 40,000 – – 43.80 14/01/2005 40,000 – 40,000 – – 51.25 Employees 21/05/2004 110,000 – 110,000 – – 43.80 14/01/2005 50,000 – 50,000 – – 51.25 28/01/2005 40,000 – 40,000 – – 50.25 460,000 – 460,000 – – 6 OCBC WING HANG • Annual Report 2014 Employee Incentive Plans The Bank’s employee incentive plan approved on 30th April, 2009 (the “2009 EIP”) which renewed the employee incentive plan approved on 22nd April, 2004 (the “2004 EIP”) has expired in April 2014.
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