Huishang Bank Corporation Limited* 徽 商 銀 行 股 份 有 限
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Huishang Bank Corporation Limited* 徽商銀行股份有限公司* (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 3698) 2015 ANNUAL RESULTS ANNOUNCEMENT The board of directors (the “Board”) of Huishang Bank Corporation Limited (the “Bank”) is pleased to announce the audited results of the Bank and its subsidiaries for the year ended December 31, 2015. This announcement, containing the full text of the 2015 Annual Report of the Bank, complies with the relevant content requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to preliminary announcements of annual results. The printed version of the Bank’s 2015 Annual Report will be delivered to the H-Share Holders of the Bank and available for viewing on the websites of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and of the Bank at www.hsbank.com.cn in April 2016. By order of the Board Huishang Bank Corporation Limited* LI Hongming Chairman Hefei, Anhui, China March 28, 2016 As at the date of this announcement, the Board of the Bank comprises Li Hongming, Xu Demei, Wu Xuemin and Ci Yaping as executive directors; Zhang Feifei, Zhu Jiusheng, Qian Li, Lu Hui, Zhao Zongren, Qiao Chuanfu and Gao Yang as non-executive directors; Au Ngai Daniel, Dai Genyou, Wang Shihao, Zhang Shenghuai, Fung Weichang and Zhu Hongjun as independent nonexecutive directors. * Huishang Bank Corporation Limited is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking/deposit-taking business in Hong Kong. Contents Definitions 2 Chapter I Corporate Information 3 Chapter II Summary of Accounting and Financial Information 7 Chapter III Chairman’s Statement 10 Chapter IV President’s Statement 11 Chapter V Management Discussion and Analysis 13 Chapter VI Report of the Board of Directors 63 Chapter VII Changes in Share Capital and Particulars of Shareholders 80 Chapter VIII Profile of Directors, Supervisors, Senior Management, 87 Employees and Institutions Chapter IX Corporate Governance Report 103 Chapter X Internal Control 129 Chapter XI Report of the Board of Supervisors 131 Chapter XII Financial Report 133 ANNUAL REPORT 2015 Huishang Bank Corporation Limited Definitions In this annual report, unless the context otherwise requires, the following terms shall have the meaning set out below. “The Bank” or “Huishang Bank” means Huishang Bank Corporation Limited, including its subsidiaries and branches “CBRC” means the China Banking Regulatory Commission (中國銀行業監督管理委員會) “CSRC” means the China Securities Regulatory Commission (中國證券監督管理委員會) “CBRC Anhui Office” means the China Banking Regulatory Commission Anhui Office (中國銀行業監督管理 委員會安徽監管局) “Domestic Shares” means the ordinary shares issued by the Bank in the PRC with a nominal value of RMB1.00 “Hong Kong” means Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” means The Stock Exchange of Hong Kong Limited “Hong Kong Listing Rules” means the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange “Listing” means the listing of H shares of the Bank on the Hong Kong Stock Exchange “Listing Date” means the date on which dealings in the H shares of the Bank first commenced on the Hong Kong Stock Exchange, i.e. 12 November 2013 “Non-green Industries” means the heavily-polluting, highly energy-consuming and over-capacity industries “Three Dimensional Rural Issues”” abbreviation for issues related to agriculture, rural areas and farmers “PBOC” means the People’s Bank of China “China” or “PRC” means the People’s Republic of China “Yuan” or “RMB” means Renminbi, the lawful currency of China. Unless otherwise specified herein, the currency used in this report shall be Renminbi “HK$” or “Hong Kong dollars” means Hong Kong dollars, the lawful currency of Hong Kong 2 ANNUAL REPORT 2015 Huishang Bank Corporation Limited Chapter I Corporate Information 1.1 CORPORATE INFORMATION 1.1.1 Statutory Chinese name: 徽商銀行股份有限公司1 Statutory English name: Huishang Bank Corporation Limited 1.1.2 Statutory representative: Li Hongming Authorized representatives: Wu Xuemin, Ngai Wai Fung Board of Directors secretary: Yi Feng Company secretary: Ngai Wai Fung 1.1.3 Registered and business office address: Block A, Tianhui Building, 79 Anqing Road, Hefei, Anhui Province, the PRC 1.1.4 Contact address: Block A, Tianhui Building, 79 Anqing Road, Hefei, Anhui Province, the PRC Tel: +86-0551-62667787 Fax: +86-0551-62667787 Post code: 230001 Bank’s website: www.hsbank.com.cn E-mail: [email protected] 1.1.5 Principal place of business in Hong Kong: 18/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong 1.1.6 Domestic auditor: PricewaterhouseCoopers Zhong Tian LLP Office address: 11/F PricewaterhouseCoopers Center, 2 Corporate Avenue, 202 Hu Bin Road, Huangpu District, Shanghai, the PRC International auditor: PricewaterhouseCoopers Office address: 22/F, Prince’s Building, Central, Hong Kong 1.1.7 Legal advisor as to PRC law: DeHeng Law Offices 2 Legal advisor as to Hong Kong law: Latham & Watkins 1.1.8 Domestic shares trustee agency: China Securities Depository and Clearing Corporation Limited H share registrar: Computershare Hong Kong Investor Services Limited Notes 1. Huishang Bank Corporation Limited is not an authorized institution within the meaning of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), not subject to the supervision of the Hong Kong Monetary Authority, and not authorized to carry on banking/deposit-taking business in Hong Kong. 2. During the reporting period in 2015, the Bank’s legal advisor as to PRC law was King & Wood Mallesons; the Bank changed its legal advisor as to PRC law to DeHeng Law Offices in 2016. 3 ANNUAL REPORT 2015 Huishang Bank Corporation Limited Chapter I Corporate Information 1.2 COMPANY PROFILE Headquartered in Hefei, Anhui Province, Huishang Bank is the first regional joint stock commercial bank in the PRC established through the merger and reorganization of city commercial banks and urban credit cooperatives with the approval of the CBRC. The Bank was incorporated on 4 April 1997, and changed its name to Huishang Bank Corporation Limited on 30 November 2005. On 28 December 2005, the Bank officially merged with the 5 city commercial banks of Wuhu, Ma’anshan, Anqing, Huaibei and Bengbu and the 7 urban credit cooperatives of Lu’an, Huainan, Tongling, Fuyang Technology, Fuyang Xinying, Fuyang Yinhe and Fuyang Jinda in Anhui Province. The Bank officially opened for business on 1 January 2006. On 12 November 2013, the Bank was listed on the Main Board of the Hong Kong Stock Exchange. The Bank holds a financial institution license numbered B0162H234010001 from the CBRC Anhui Office and a legal entity business license numbered 340000000026144 from the Anhui Provincial Administration of Industry and Commerce. The registered address is Block A, Tianhui Building, 79 Anqing Road, Hefei, Anhui Province, the PRC. As at the end of 2015, the registered capital of the Bank was RMB11.05 billion. The Bank’s principal activities in the PRC include the taking of deposits from corporate and retail customers, the granting of loans using the deposits received, and the conducting of capital business, which encompass money market activities, investment and trading activities and transactions on behalf of customers. As of 31 December 2015, Huishang Bank had 7,647 on-the-job employees. Apart from its headquarters, the Bank had 17 branches, 327 front offices (including 7 business department branches and 320 sub-branches) and 593 self-service areas. The Bank also has three subsidiaries, namely Huiyin Financial Leasing Co., Ltd, Jinzhai Huiyin Rural Bank Co., Ltd and Wuwei Huiyin Rural Bank Co., Ltd and owns equity interest in Chery Huiyin Motor Finance Service Co., Ltd. By maintaining its market position as a bank “serving the local economy, serving small and medium enterprises (“SME(s)”) and serving the general public”, the Bank has continuously experienced a relatively fast growth in its business development, has gradually strengthened its comprehensive strength, has steadily improved its operational management standards, and has achieved a synergic development of scale, quality and efficiency, thus building up a good social image of the “local bank”, the “people’s bank” and the “SME bank”, and becoming a regional commercial bank that is more well-known and has considerable influence in Anhui Province and even in the banking industry across China. With the full recognition and widespread praise from all sectors of society, the Bank was named one of the top 200 in the “Top 1000 World Banks” by The Banker, a UK magazine, with the ranking at No. 191, 3 places up from that in the previous year. 4 ANNUAL REPORT 2015 Huishang Bank Corporation Limited Chapter I Corporate Information 1.3 AWARDS FOR 2015 In 2015, the Bank won numerous accolades and rewards in contests organized by domestic authorities and organizations: ◆ In January, the Bank was chosen, for the first time, as the Top 20 National Inter-bank Foreign Exchange Market (G7) issued by the Foreign Exchange Center in China. ◆ In January, the Bank was chosen as “The Top 100 Banks of Inter-bank Domestic Currency Market in 2014” issued by the National Interbank Lending Center, and ranked top 30 among members of commercial banks. ◆ In February, the Bank was awarded the title of “China Banking Industry Legal Risk Management Advanced Entity” issued by the China Banking Association.