China Everbright Bank Company Limited (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability)
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China Everbright Bank Company Limited (a joint stock company incorporated in the People’s Republic of China with limited liability) STOCK CODE:6818 2013 ANNUAL REPORT China Everbright Bank Co., Ltd. Address: Everbright Center, No.25 Taipingqiao Ave, Xicheng District, Beijing P. R. China. Tel: 010-63636363 Fax: 010-63639066 2013 ANNUAL REPORT Postal Code: 100033 Website: www.cebbank.com This annual report is printed on environmental paper. Important Notice The Board of Directors, Board of Supervisors and Directors, Supervisors and Senior Management of the Company hereby warrant the authenticity, accuracy and completeness of the contents of this report and there are no false representations, misleading statements or material omissions, and jointly and severally accept full responsibility for the information in this report. In accordance with the profi t distribution plan of the Company for the year, the Company will distribute a cash dividend of RMB1.72 (before tax) for every 10 shares to all shareholders, totaling RMB8,028,804,300. Please refer to the “Report of the Board of Directors” for details. The 18th Meeting of the Sixth Session of the Board of Directors of the Company was held in Beijing on March 28, 2014, at which the 2013 Annual Report of the Company was considered and approved. 12 out of 14 eligible Directors attended the meeting. Mr. Wu Qing, Director and Mr. Zhou Daojiong, Independent Non-Executive Director did not attend the meeting in person due to other offi cial duties. Mr. Luo Zhefu, Director and Mr. Zhang Xinze, Independent Non-Executive Director were authorized to attend the meeting and exercise the voting right on their behalf respectively. The fi nancial statements of the Company for the year 2013 were prepared in accordance with the PRC Accounting Standards and Accounting Regulations for Business Enterprises promulgated by the Ministry of Finance, and its supplementary regulations (“PRC GAAP”) and the International Financial Reporting Standards (“IFRS”) and were audited by KPMG Huazhen (Special General Partnership) and KPMG, respectively. Both auditors issued standard unqualifi ed audit reports. Forward-looking statements such as future plans of the Company mentioned in this report do not constitute actual commitments of the Company to the investors. Investors are cautioned against the investment risks. In this report, “We/we”, the “Company”, “Bank”, “our Company” “Whole Bank” and “China Everbright Bank” refer to China Everbright Bank Company Limited, and the “Group” refers to China Everbright Bank Company Limited and its subsidiaries. Unless otherwise stated, all monetary sums stated in this annual report are expressed in Renminbi/RMB. Contents Defi nition and Glossary 2 Signifi cant Risk Warning 3 Company Profi le 4 Honors and Awards 6 Chairman’s Message 8 President’s Message 10 Summary of Accounting Data and Financial Indicators 12 Report of the Board of Directors 16 Signifi cant Events 59 Change in Share Capital and Shareholders 66 Directors, Supervisors, Senior Management and Staff 76 Corporate Governance 96 Internal Control 118 Independent Auditor’s Report and Financial Statements 122 Address Book of Head Offi ce and Branches 266 Definition and Glossary CHINA EVERBRIGHT BANK (I) In this report, unless the context otherwise requires, the following terms shall have the meanings set out below: The Ministry of Finance : the Ministry of Finance of the People’s Republic of China Central Bank : People’s Bank of China CBRC : China Banking Regulatory Commission CSRC : China Securities Regulatory Commission CIC : China Investment Corporation CHI : Central Huijin Investment Ltd. Everbright Group : China Everbright (Group) Corporation SSE : Shanghai Stock Exchange HKSE : The Stock Exchange of Hong Kong Limited (II) The following glossary contains explanations of certain terms used in connection with business of the Company to facilitate the understanding of investors. “New Share Express” or “Xin Gu Tong” is a fi nancial product exclusively designed for the customers to subscribe and purchase new shares on the premise of effective risk control. “Sunshine E-Loan” is a pledge loan business. Through the online pledge of his/her collaterals including deposits (saved in home or foreign currency) or certifi cate treasury bonds, the customer can complete the electronic and networked loan procedures including application, approval, issuance and withdrawal, etc. “Yaoyao E-Payment” is a mobile phone application platform independently designed and developed by the Bank to provide customers with a variety of convenient payment services. It has advantages such as payment diversity, wide coverage and no limitation in bank card categories. 2 2013 Annual Report Significant Risk Warning The Bank has disclosed herein the major risks involved in its operations and the proposed risk management measures in this report. Please refer to the “Management Discussion and Analysis” in the “Report of the Board of Directors” for details. 3 Company Profile CHINA EVERBRIGHT BANK I. Basic Information (I) Registered Chinese Company Name: 中國光大銀行股份有限公司 (Abbreviation: 中國光大銀行 or 光大銀行) Registered English Company Name: CHINA EVERBRIGHT BANK COMPANY LIMITED (Abbreviation: CEB BANK) (II) Legal Representative: Tang Shuangning President: Zhao Huan (III) Secretary to the Board of Directors, Company Secretary: Lu Hong Assistant to Company Secretary: Lee Mei Yi Securities Matters Representative: Li Jiayan Contact Address: China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing Postcode: 100033 Tel: 010-63636363 Fax: 010-63636713 E-mail: [email protected] Investor hotline: 010-63636388 (IV) Registered Address: Beijing Offi ce Address: China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing Postcode: 100033 Website: www.cebbank.com E-mail: [email protected] (V) Branch and Principal Place of Business in Hong Kong: Room E, 40/F, Far East Finance Center, No. 16, Harcourt Road, Hong Kong (VI) Newspaper and Website Designated for Information Disclosure: Mainland China: China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily Website designated by CSRC for publication of A share annual report: SSE’s website: www.sse.com.cn Company’s website: www.cebbank.com Website for publication of H share annual report: HKSE’s website: www.hkex.com.hk Company’s website: www.cebbank.com Copies of annual report are available at: Offi ce of the Board of Directors of the Bank (VII) Stock exchanges for listing: A share: SSE Abbreviated name: Everbright Bank; Stock code: 601818 H share: HKSE Abbreviated name: CEB BANK; Stock code: 6818 4 2013 Annual Report (VIII) Registration: Initial registration date: June 18, 1992 Initial registration place: Beijing Initial registration authority: Enterprise Registration Bureau of the State Administration for Industry & Commerce of the People’s Republic of China Date of change of registration: March 9, 2011 Change of registration place: China Everbright Center, No. 25 Taipingqiao Avenue, Xicheng District, Beijing Business license registration number for enterprise legal person: 100000000011748 Code of fi nancial authority: B0007H111000001 Tax registration No: 110102100011743 Code of organization: 10001174-3 (IX) Changes of major business and substantial shareholders of the Company since its listing of A shares There was no change in major business and substantial shareholders of the Company since listing of its A shares. (X) Auditors Domestic Auditors: KPMG Huazhen (Special General Partnership) Offi ce Address: 8/F, Offi ce Tower E2, Oriental Plaza, Beijing; Certifi ed public accountants for signature: Jin Naiwen, Huang Aizhou Overseas Auditors: KPMG Offi ce Address: 8/F, Prince’s Building, No. 10, Charter Road, Central, Hong Kong (XI) A Share Legal Advisor: Jun He Law Offi ces H Share Legal Advisor: Herbert Smith Freehills LLP (XII) A Share Depository: Shanghai Branch, China Securities Depository and Clearing Corporation Limited Offi ce address: 36/F, China Insurance Building, No. 166, Lujiazui East Road, Pudong New District, Shanghai H Share Registrar: Computershare Hong Kong Investor Services Limited Offi ce address: Rooms 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong (XIII) H Shares Compliance Advisor China International Capital Corporation Hong Kong Securities Limited Offi ce address: 29th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong 5 Honors and Awards CHINA EVERBRIGHT BANK 1. In January 2013, 2012 Financial Industry Innovation and Development Forum & Annual Awards Ceremony jointly sponsored by JRJ.com and PBC School of Finance, Tsinghua University, was held in Beijing. The Bank won the Best Social Responsibility Award, the Best Brand Marketing Award, the Best Cash Management Bank Award and the Best Credit Card Brand Award. 2. As at the Fifth Gold Wealth Management Award Ceremony sponsored by Shanghai Securities News in January 2013, the Bank’s “Sunshine Smart” was rated as 2012 China Best Wealth Management Brand, New Share Express was rated as Best RMB Financial Product, and “Water Cellar for Mothers • Love Credit Card” was rated as “Best Public Welfare Credit Card”. 3. In January 2013, the Award Party of Celebrating the 20th Anniversary of China International Exhibition on Financial Banking Technology & Equipment was held by its organizing committee in Beijing, and the Bank won the Best Service Award. 4. In January 2013, the First Seminar on Electronic Payment Development mainly sponsored by xinhuanet. com and China Financial Certifi