Annual Report 2006 Annual
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INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED (A joint stock limited company incorporated in the People’s Republic of China with limited liability) Stock Code: 1398 2006 Annual 2006 Annual Report AnnualAnnual ReportReport 北京市復興門內大街55號 郵編:100032 55 Fuxingmennei Avenue, Beijing, 100032, China 20062006 www.icbc.com.cn, www.icbc-ltd.com INTRODUCTION TO ICBC Industrial and Commercial Bank of China Limited (“ICBC” or “the Bank”), formerly known as Industrial and Commercial Bank of China, was established on 1 January 1984. Its name was changed to “Industrial and Commercial Bank of China Limited” on 28 October 2005, and was listed on both the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited on 27 October 2006. As the largest commercial bank in China, ICBC provides a wide variety of financial products and services to more than 2.41 million corporate banking customers and 170 million personal banking customers through its 16,997 domestic institutions, 98 overseas institutions and 1,326 correspondent banks around the world. CONTENTS Corporate Information 2 Financial Highlights 4 Overview of IPO 6 Chairman’s Statement 8 President’s Statement 11 Details of Changes in Share Capital and Shareholding of Substantial Shareholders 16 Directors, Supervisors, Senior Management and Basic Information on Employees 22 Corporate Governance Report 32 Introduction to Shareholders’ General Meeting 47 Report of the Board of Directors 48 Report of the Board of Supervisors 57 Management Discussion and Analysis 60 Significant Events 111 Organisational Chart 114 Independent Auditors’ Report and Financial Statements 116 Unaudited Supplementary Financial Information 210 List of Domestic and Overseas Branches and Offices 216 Corporate Information Legal name in Chinese Selected newspapers for disclosure 中國工商銀行股份有限公司(「中國工商銀行」) A-share China Securities Journal, Shanghai Securities News, Securities Times Legal name in English H-share Hong Kong Economic Journal, Hong Kong Commercial Daily, Hong Kong Economic INDUSTRIAL AND COMMERCIAL BANK OF Times, South China Morning Post CHINA LIMITED (“ICBC”) Website designated by China Securities Legal representative Regulatory Commission (“CSRC”) for Jiang Jianqing publication of annual report in respect of A-shares Registered and office address www.sse.com.cn No.55 Fuxingmennei Avenue, Xicheng District, Beijing, Website of The Stock Exchange of People’s Republic of China Hong Kong Limited (“SEHK”) Postal Code 100032 for publication of annual report Internet Website www.icbc.com.cn, in respect of H-shares www.icbc-ltd.com www.hkex.com.hk Principal place of business in Hong Kong Legal advisors ICBC Tower, 3 Garden Road, Central, Hong Kong • Mainland China Authorised representatives King & Wood Law Firm 40/F, Office Tower A, Beijing Fortune Plaza, Yang Kaisheng, Pan Gongsheng 7 East 3rd Ring Middle Road, Chaoyang District, Beijing, PRC Secretary to the Board Pan Gongsheng • Hong Kong, China Contact address No.55 Fuxingmennei Avenue, Linklaters Xicheng District, Beijing, People’s Republic of China 10/F, Alexandra House, Chater Road, Central, Telephone 86-10-66108608 Hong Kong Facsimile 86-10-66106139 E-mail [email protected] Compliance advisors Qualified accountant China International Capital Corporation (Hong Kong) Limited Yeung Manhin Merrill Lynch Far East Limited 2 ICBC Corporate Information Share Registrars Other relevant information of the Bank Date of change of registration 28 October 2005 • A-share Registration authority State Administration for China Securities Depository and Clearing Industry and Commerce, Corporation Limited, Shanghai Branch People’s Republic of China 36/F, China Insurance Building, No. 166 Lujiazui Corporate business license number Dong Road, Pudong New District, Shanghai, P.R.C. 1000001000396 Financial license institution number • H-share B10111000H0001 Computershare Hong Kong Investor Services Tax registration certificate number Limited Jing Guo Shui Xi Zi 110102100003962 1806–1807, 18/F, Hopewell Center, Di Shui Jing Zi 110102100003962000 183 Queen’s Road East, Wanchai, Hong Kong Name and address of Auditors Place where copies of this Annual Report • Domestic auditors are kept Ernst & Young Hua Ming Office of the Board of Directors of the Bank Address Level 16, Ernst & Young Tower (Tower E3), Oriental Plaza, No.1 East Chang An Avenue, Place where shares are listed, stock name and Dongcheng District, Beijing, China stock code Postal code 100738 • A-shares Shanghai Stock Exchange • International auditors Stock name 工商銀行 Ernst & Young Stock code 601398 Address 18/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong • H-shares The Stock Exchange of Hong Kong Limited Stock name ICBC Stock code 1398 This Annual Report is prepared in both Chinese and English languages. Should there be any discrepancy between the Chinese and English versions, the Chinese version shall prevail. Annual Report 2006 3 Financial Highlights (Financial data and indicators recorded in this Annual Report are prepared in accordance with the International Financial Reporting Standards and, unless otherwise specified, are consolidated amounts of the Bank and its subsidiaries and denominated in Renminbi.) Financial Data (Unit: in RMB million) 2006 2005 2004 2003 Annual Operating Results Net Interest Income 163,118 153,603 134,728 122,708 Net Fee and Commission Income 16,344 10,546 8,208 5,624 Operating Income 181,638 171,620 147,959 132,784 Provision for Impairment Losses 32,189 27,014 30,859 36,293 Operating Expenses 77,397 81,585 62,639 62,575 Operating Profit 72,052 63,021 54,461 33,916 Profit Before Tax 72,065 63,026 54,411 33,884 Profit After Tax 49,880 38,019 31,218 22,592 Profit Attributable to Equity Holders of the Bank 49,263 37,555 30,863 22,472 Balance Sheet Items Total Assets 7,508,751 6,456,131 5,069,324 4,556,951 Loans and Advances to customers 3,533,978 3,205,861 3,109,191 2,766,055 Investment Securities 2,860,798 2,305,689 1,230,416 1,044,730 Total Liabilities 7,037,750 6,196,255 5,577,369 5,096,085 Customer Deposits 6,351,423 5,736,866 5,176,282 4,706,861 Equity Attributable to Equity Holders of the Bank 466,464 255,839 (511,713) (540,749) (RMB) Per Share Data 2006 2005 2004 2003 Net Assets Per Share(1) 1.40 1.03 N/A N/A Earnings Per Share Attributable to Equity Holders of the Bank(2) — Basic and diluted 0.18 0.15 0.12 0.09 Note: (1) It is calculated by dividing equity attributable to equity holders of the Bank at the end of the year by number of shares issued at the end of the year. (2) Please refer to note 15 to the Financial Statements: Earnings Per Share Attributable to Equity Holders of the Bank. 4 ICBC Financial Highlights Major Financial Indicators 2006 2005 2004 2003 Profitability Indicator (%) Return on Average Total Assets(1) 0.71 0.66 0.65 N/A Return on Weighted Average Equity(2) 15.37 N/A N/A N/A Net Interest Spread(3) 2.29 2.58 2.54 2.59 Net Interest Margin(4) 2.39 2.61 2.55 2.59 Ratio of Net Fee and Commission Income to Operating Income 9.00 6.14 5.55 4.24 Cost-to-income Ratio(5) 36.3 40.1 34.0 38.8 Assets Quality Indicator (%) Non-Performing Loans (“NPL”) Ratio(6) 3.79 4.69 21.16 24.24 Allowance to NPL(7) 70.56 54.20 76.28 77.15 Total Loan Reserve Ratio(8) 2.68 2.54 16.14 18.70 Capital Adequacy Ratio (%) Core Capital Adequacy Ratio 12.23 8.11 N/A N/A Capital Adequacy Ratio 14.05 9.89 N/A N/A Total Equity to Total Assets Ratio 6.27 4.03 N/A N/A Note: (1) Percentage of profit after tax as a percentage of the average balance of total assets at the beginning and end of the period. (2) It is calculated based on dividing profit attributable to the equity holders of the Bank by the weighted average balance of equity attributable to equity holders of the Bank which is calculated in accordance with the “Rules for the Compilation and Submission of Information Disclosure by Companies that Offer Securities to the Public No. 9” issued by China Securities Regulatory Commission. (3) It is calculated by the spread between average yield on daily average interest-generating assets and average cost on daily average balance of interest-bearing liabilities. (4) It is calculated by net interest income divided by daily average balance of interest-generating assets. (5) It is calculated by dividing total operating expenses (less business tax and surcharges, and expense in relation to special government bond for the years ended 31 December 2003, 2004 and for the eleven months ended 30 November 2005) by operating income (net of interest income of special government bond for the years ended 2003, 2004 and for the eleven months ended 30 November 2005.) (6) It is calculated by dividing the balance of NPL (balance of substandard, doubtful and loss loans) by total balance of loans and advances to customers. (7) It is calculated by dividing provision for impairment losses on loans and advances by total balance of NPL. (8) It is calculated by dividing provision for impairment losses on loans and advances by total balance of loans and advances to customers. Annual Report 2006 5 OVERVIEW OF IPO On 27 October 2006, Industrial and Commercial Bank of China Limited was concurrently listed in Shanghai and Hong Kong. The Bank offered 55.65 billion of A-shares and H- shares in the IPO (including 8.14 billion state-owned shares sold on behalf of MOF and Huijin), accounting for 16.7% of its enlarged total share capital. The issue price of A-share was RMB3.12 per share and that of H-share was HKD3.07 per share, and the offering prices for A-shares and H-shares were essentially the same having taken currency conversion into account.