2013 ANNUAL REPORT Stock Code:03328 2013 Annual Report Stock Code: 03328
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Bank of Communications Co., Ltd. 2013 ANNUAL REPORT Stock Code:03328 2013 Annual Report Annual Stock Code: 03328 Code: Stock Bank of Communications Co., Ltd. No. 188, Yin Cheng Zhong Lu, Shanghai, P.R. China www.bankcomm.com Company Profile Founded in 1908, Bank of Communications Co., Ltd. is one of the Banks with longest history in China as well as one of the note-issuing banks in modern China. The Bank was listed on the Hong Kong Stock Exchange in June 2005 and on the Shanghai Stock Exchange in May 2007. The Bank currently has 202 domestic branches, comprising 30 provincial branches, 7 branches directly managed by the Head Offi ce and 165 managed by provinces. It has also established 2,690 banking outlets in 215 cities and 159 counties nationwide. In addition, the Bank has set up 12 overseas institutions, comprising branches in Hong Kong, New York, San Francisco, Tokyo, Singapore, Seoul, Frankfurt, Sydney, Macau, Ho Chi Minh City, representative offi ce in Taipei and Bank of Communications (UK) Co., Ltd. The Group ranked No. 23 among the global top 1,000 banks in terms of Tier 1 Capital rated by The Banker, up 7 positions from the prior year. The Bank is one of the major fi nancial services providers in China. The Bank’s business scope includes commercial banking, securities services, trust services, fi nancial leasing, fund management, insurance and offshore fi nancial services. 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, Zhejiang Anji BOCOM Rural Bank Ltd, Xinjiang Shihezi BOCOM Rural Bank and Qingdao Laoshan BOCOM Rural Bank. In addition, the Bank is the largest shareholder of Jiangsu Changshu Rural Commercial Bank Co., Ltd. The Bank’s development strategy is to become “a fi rst class listed universal banking group focusing on international expansion and specialising in wealth management” (hereinafter referred to as “BoCom Strategy”). Contents Bank of Communications Co., Ltd. Annual Report 2013 H Share Defi nitions and Important Risk Reminder 2 Financial Highlights 4 Corporate Information 6 Awards 8 Chairman’s Statement 10 President’s Statement 16 Management Discussion and Analysis 23 Changes in Share Capital and Shareholdings of Substantial Shareholders 84 Directors, Supervisors, Senior Management and Human Resource Management 90 Report of the Board of Directors 104 Report of the Supervisory Committee 110 Corporate Governance Report 118 Corporate Social Responsibilities 135 Signifi cant Events 141 Independent Auditor’s Report 145 Consolidated Financial Statements 146 Notes to the Consolidated Financial Statements 152 Supplementary Unaudited Financial Information 301 Definitions and Important Risk Reminder The following terms will have the following meanings in the Annual Report unless otherwise stated: “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 2013 to 31 December 2013 “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 “Board of Directors” Refers to the Board of Directors of the Bank “North Eastern China” Includes Liaoning Province, Jilin Province and Heilongjiang Province “Overseas” 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, Bank of Communications (UK) Co., Ltd. and other overseas subsidiaries “Northern China” Includes Beijing, Tianjin, Hebei Province, Shanxi Province and Inner Mongolia Autonomous Region “Eastern China” Includes Shanghai (excluding the Head Offi ce), Jiangsu Province, Zhejiang Province, Anhui Province, Fujian Province, Jiangxi Province and Shandong Province “Central and Southern China” Includes Henan Province, Hunan Province, Hubei Province, Guangdong Province, Hainan Province and Guangxi Autonomous Region “HSBC” Refers to The Hong Kong and Shanghai Banking Corporation Limited “Basis point” Refers to one in ten thousand “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 “Bocom Schroder” Refers to Bank of Communications Schroder Fund Management Co., Ltd. “Bocom Leasing” Refers to Bank of Communications Finance Leasing Co., Ltd. “Shanghai Stock Exchange” Refers to the Shanghai Stock Exchange “SSF” Refers to the National Council for Social Security Fund “Western China” 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 “Hong Kong Stock Exchange” Refers to The Stock Exchange of Hong Kong Limited “Hong Kong Listing Rules” Refers to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “CBRC” Refers to China Banking Regulatory Commission “CSRC” Refers to China Securities Regulatory Commission “Head Offi ce” Refers to the Group’s Head Offi ce in Shanghai 2 Bank of Communications Co., Ltd. Definitions and Important Risk Reminder (Continued) IMPORTANT RISK REMINDER Under the changing world economy along with domestic business model adjustments and fi nancial reforms, the Group applies various measures to proactively manage risks including credit risks, market risks, operational risks, compliance risks, etc. Please refer to “Risk Management” under “Management Discussion and Analysis”. Annual Report 2013 H Share 3 Financial Highlights Net profit (excluding Net interest income Profit before tax non-controlling interests) (in millions of RMB) (in millions of RMB) (in millions of RMB) 150,000 90,000 65,000 62,295 58,369 130,658 79,909 75,211 120,126 50,735 120,000 72,000 52,000 65,451 103,493 84,995 39,042 90,000 54,000 49,954 39,000 66,668 30,118 38,301 60,000 36,000 26,000 30,000 18,000 13,000 0 0 0 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 Return on average Total assets Return on average assets shareholders’ equity (in millions of RMB) % % 6,000,000 5,960,937 1.5 25 5,273,379 20.52 5,000,000 1.19 1.18 20.20 4,611,177 1.2 20 19.49 1.11 1.08 17.91 3,951,593 1.01 4,000,000 15.58 3,309,137 0.9 15 3,000,000 0.6 10 2,000,000 0.3 5 1,000,000 0 0.0 0 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 Provision coverage of Impaired loans ratio Cost-to-income ratio impaired loans % % % 1.5 40 300 1.36 35 256.37 250.68 32.63 32.11 250 1.2 30.19 29.86 29.68 1.12 30 1.05 213.65 200 0.92 25 185.84 0.9 0.86 151.05 20 150 0.6 15 100 10 0.3 50 5 0.0 0 0 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 4 Bank of Communications Co., Ltd. Financial Highlights (Continued) The major fi nancial data and indicators of the Group as at 31 December 2013 prepared under the International Financial Reporting Standards (“IFRSs”) were as follows: Description 2013 2012 2011 2010 2009 Full year results (in millions of RMB) Net interest income 130,658 120,126 103,493 84,995 66,668 Profi t before tax 79,909 75,211 65,451 49,954 38,301 Net profi t (excluding non-controlling interests) 62,295 58,369 50,735 39,042 30,118 As at the end of the year (in millions of RMB) Total assets 5,960,937 5,273,379 4,611,177 3,951,593 3,309,137 Include: loans and advances to customers 3,266,368 2,947,299 2,561,750 2,236,927 1,839,314 Total liabilities 5,539,453 4,891,932 4,338,389 3,727,936 3,144,712 Include: due to customers 4,157,833 3,728,412 3,283,232 2,867,847 2,372,055 Shareholders’ equity (excluding non-controlling interests) 419,561 379,918 271,802 222,773 163,848 Per share (in RMB) Earnings per share (excluding non-controlling interests) 0.84 0.88 0.82 0.66 0.53 Net assets per share (excluding non-controlling interests) 5.65 5.12 4.39 3.96 3.34 Major fi nancial ratios (%) Return on average assets 1.11 1.18 1.19 1.08 1.01 Return on average shareholders’ equity 15.58 17.91 20.52 20.20 19.49 Cost-to-income ratio1 29.68 29.86 30.19 32.11 32.63 Impaired loans ratio 1.05 0.92 0.86 1.12 1.36 Provision coverage of impaired loans 213.65 250.68 256.37 185.84 151.05 Capital adequacy indicators (in millions of RMB unless otherwise stated) Net Capital2 516,482 N/A N/A N/A N/A Includes: net core tier-1 capital2 416,961 N/A N/A N/A N/A other tier-1 capital2 4 N/A N/A N/A N/A supplementary capital2 99,517 N/A N/A N/A N/A Risk-weighted assets2 4,274,068 N/A N/A N/A N/A Capital adequacy ratio (%)2 12.08 N/A N/A N/A N/A Tier-1 capital adequacy ratio (%)2 9.76 N/A N/A N/A N/A Core tier-1 capital adequacy ratio (%)2 9.76 N/A N/A N/A N/A Note: 1.