2018 Annual Report
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This annual report is printed on environmental paper. CHINA MINSHENG BANKING CORP., LTD. (a joint stock limited company incorporated in the People’s Republic of China) Stock Code USD Preference Share Stock Code 04609 2018 ANNUAL REPORT Add. : No. 2, Fuxingmennei Avenue, Xicheng District, Beijing, China Tel. : (+86-10) 58560666 Fax. : (+86-10) 58560720 Postal Code: 100031 Website: www.cmbc.com.cn 2018 ANNUAL REPORT Important Notice The Board, the Board of Supervisors, and the Directors, Supervisors and Senior Management of the Company warrant that there are no misstatements, misleading representations or material omissions in this report, and shall assume several and joint liability for the truthfulness, accuracy and completeness of its contents. This Annual Report was considered and approved on 29 March 2019 at the 14th meeting of the seventh session of the Board of the Company. Of the 15 Directors who were entitled to attend the meeting, seven Directors attended the meeting in person, and eight Directors, being the Vice Chairmen Zhang Hongwei, Lu Zhiqiang and Liu Yonghao as well as the Directors Shi Yuzhu, Wu Di, Liu Jipeng, Xie Zhichun and Tian Suning, attended the meeting by teleconference. Of the eight Supervisors who were entitled to attend the meeting as non-voting delegates, eight Supervisors attended the meeting as non-voting delegates. The profit distribution plan for 2018 was approved by the Board, pursuant to which a cash dividend of RMB3.45 (tax inclusive) will be distributed to all shareholders for every 10 shares being held on the record date. The above profit distribution plan is subject to approval by the shareholders’ general meeting of the Company. For the purpose of this Annual Report, China Minsheng Banking Corp., Ltd. shall be referred to as the “Company”, the “Bank”, “China Minsheng Bank” or “Minsheng Bank”, whereas China Minsheng Banking Corp., Ltd. and its subsidiaries together shall be referred to as the “Group”. The financial data and indicators contained in this Annual Report are prepared according to the rules of the International Financial Reporting Standards (“IFRSs”). Unless otherwise specified, all amounts are the consolidated data of the Group and denominated in RMB. KPMG Huazhen LLP and KPMG Certified Public Accountants, auditors of the Company, have audited the financial reports of 2018 prepared in accordance with the Chinese Accounting Standards (“CAS”) and the IFRSs, respectively, and issued standard and unqualified auditors’ reports. Board of Directors China Minsheng Banking Corp., Ltd. Hong Qi (Chairman), Zheng Wanchun (President), Bai Dan (Senior Management responsible for finance and accounting) and Li Wen (person in charge of the accounting department) warrant the truthfulness, accuracy and completeness of the financial reports included in this Annual Report. Contents Important Notice Definitions 2 Material Risks Warning 4 Message from the Chairman 5 Message from the President 10 Strategic Positioning and Reform and Transformation of the Company 15 Annual Awards 18 Bank Profile 19 Summary of Accounting Data and Financial Indicators 21 Discussion and Analysis on Business Operation 24 Changes in Share Capital and Information on Shareholders 100 Directors, Supervisors, Senior Management and Employees 126 Corporate Governance 154 Report of the Board of Directors 214 Report of the Board of Supervisors 223 Major Events 231 Financial Reports 245 Organisation Structure 501 List of Entities 502 Statistics of Correspondent Banks 2 China Minsheng Banking Corp., Ltd. Definitions In this report, unless the context otherwise requires, the following terms shall have the meanings set out below. “ACFIC” All-China Federation of Industry and Commerce (中華全國工商 業聯合會) “Articles of Association” the Articles of Association of China Minsheng Banking Corp., Ltd. “Bank” or “Company” or China Minsheng Banking Corp., Ltd. “China Minsheng Bank” or “Minsheng Bank” “Board” Board of Directors of the Company “Board of Supervisors” Board of Supervisors of the Company “CBIRC” China Banking and Insurance Regulatory Commission “CMBC International” CMBC International Holdings Limited “CPPCC” The National Committee of the Chinese People’s Political Consultative Conference (中國人民政治協商會議全國委員會) “CSRC” China Securities Regulatory Commission “Director” Director of the Company “former CBRC” former China Banking Regulatory Commission “former CIRC” former China Insurance Regulatory Commission “Group” the Company and its subsidiaries “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on SEHK “Minsheng Financial Leasing” Minsheng Financial Leasing Co., Ltd. “Minsheng Royal Asset Management” Minsheng Royal Asset Management Co., Ltd. Annual Report 2018 3 Definitions “Minsheng Royal Fund” Minsheng Royal Fund Management Co., Ltd. “Model Code” Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Hong Kong Listing Rules “PBOC” People’s Bank of China “Phoenix Project” (鳳凰計劃) a comprehensive customer-oriented project for transformation for growth model and reform of corporate governance of the Company in response to the liberalisation of interest rate and other changes in the external environment “Reporting Period” the period from 1 January 2018 to 31 December 2018 “SBU(s)” Strategic business unit(s) “SEHK” The Stock Exchange of Hong Kong Limited “Senior Management” senior management of the Company “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “SSE” Shanghai Stock Exchange “Supervisor(s)” Supervisor(s) of the Company “SZSE” Shenzhen Stock Exchange 4 China Minsheng Banking Corp., Ltd. Material Risks Warning The Company has no foreseeable material risks. Please refer to the section headed “Discussion and Analysis on Business Operation — XI. Prospects and Measures — (III) Potential Risks” for details of the potential risks. AnnualAnnAn ualu ReportReport 20182018 5 MessageMessage fromfrom thethe CChairmanhairman Chairman Mr. HONG Qi 6 China Minsheng Banking Corp., Ltd. Message from the Chairman 2018 marked the beginning of implementation of the spirit of the 19th CPC National Congress. According to the Central Economic Work Conference, the macro control targets for 2018 have been generally achieved. Initial progress was made in the material risks prevention and mitigation, targeted poverty alleviation and pollution prevention and control. Sustainable and healthy economic growth and stable social order were maintained with the deepening supply-side structural reform, higher level of reform and opening-up, proper settlement of China-United States trade friction as well as improvements in people’s livelihood. These achievements took China a step closer to building a moderately prosperous society. Despite these hard-won achievements, China experienced numerous new economic challenges in 2018. Domestically, the economic growth rate of China slowed down from 6.8% in 2017 to 6.6% in 2018. Higher volatility took hold of the stock market, bond market, foreign exchange market and other fi nancial markets. Non-state-owned enterprises (NSOEs) faced greater operation pressure, fi nancing diffi culties and liquidity crisis. Internationally, the escalating China-United States trade friction imposed signifi cant impacts on the production and operation of import and export trading enterprises and export- oriented enterprises. Dramatic changes in economic and market conditions put certain industries and many NSOEs in diffi culty. Coupled with the rapid development of fi ntech enterprises and the rising market participation of internet giants in the fi nancial sector, the banking industry was under severe pressure in terms of performance, operation, risk and competition. China Minsheng Bank is deeply aware that, in the face of macro-economic changes, fi nancial market fl uctuation, information technology reform, intensifi ed interbank competition and cross-industry competition, not only will the traditional operating philosophies, business models and technology systems of banks be challenged, but they will also be changed eventually. Only through systematic reform and transformation can banks turn challenges into opportunities to rebuild competitiveness, regain growth momentum and maximise market value. As at the end of 2017, based on the core achievements of the Phoenix Project and with reference to international advanced practice, the Board of China Minsheng Bank considered and approved the Scheme for Reform and Transformation and the Three-year Development Plan 《改革轉型暨三年發展規劃方案》( ), which specifi ed the three major strategic positionings of becoming “a bank for the NSOEs, a fi ntech-based bank and a bank of comprehensive services”. Reform and transformation blueprints for business and management were formulated as the basis for developing corresponding organisation system, supervision and inspection mechanism as well as appraisal mechanisms so as to eventually realise the expected goals of reform and transformation. In 2018, the overall operation and management of Minsheng Bank was carried out smoothly with strategic positionings and reform and transformation as the focus. Remarkable results have been achieved with stronger operation characteristics and more competitive edges. Annual Report 2018 7 Message from the Chairman In 2018, operating income of the Group exceeded RMB150 billion, amounting to RMB154.161 billion. Net profi t attributable to the Company exceeded RMB50 billion, amounting to RMB50.327 billion. Along with the breakthroughs made in operating results, the