2015 Annual Report Definitions
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* Bank of Jinzhou Co., Ltd. is not an authorized institution within the meaning of the Banking Ordinane (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 and/or deposit-taking business in Hong Kong. Contents 2 Definitions 4 Chapter 1 Company Profile 6 Chapter 2 Financial Highlights 8 Chapter 3 Chairman’s Statement 9 Chapter 4 President ’s Statement 11 Chapter 5 Management Discussion and Analysis 65 Chapter 6 Changes in Share Capital and Particulars of Shareholders 70 Chapter 7 Directors, Supervisors, Senior Management, Employees and Organizations 88 Chapter 8 Corporate Governance Report 105 Chapter 9 Directors ’ Report 114 Chapter 10 Supervisors’ Report 116 Chapter 11 Social Responsibility Report 117 Chapter 12 Internal Control and Internal Audit 121 Chapter 13 Important Events 122 Chapter 14 Independent Auditor’s Report 124 Chapter 15 Financial Statements 229 Chapter 16 Unaudited Supplementary Financial Information Definitions In this annual report, unless the context otherwise requires, the following terms shall have the meanings set out below: “Articles of Association” the articles of association of the Bank, as the same may be amended from time to time “Board” or “Board of Directors” the Board of Directors of the Bank “Board of Supervisors” the Supervisory Board of the Bank “CBRC” the China Banking Regulatory Commission (中國銀行業監督管理委員會) “CBRC Liaoning Bureau” the China Banking Regulatory Commission Liaoning Bureau (中國銀行業監督管理委員會 遼寧監管局) “Director(s)” the director(s) of the Bank “Domestic Share(s)” the ordinary shares issued by the Bank in the PRC, with a nominal value of RMB1.00 each, which are subscribed for or fully paid up in Renminbi “ETC card” dedicated IC card for motor vehicles (passenger cars) to pay highway tolls “H Share(s)” the ordinary shares in the share capital of the Bank, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange “HK$” or “HK dollars” the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “IC card” integrated circuit card, with microelectronic chip embedded in the card base in line with ISO7816 standards, which is made in the form of a card and widely used in the financial sector “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as the same may be amended, supplemented or otherwise modified from time to time “our Bank”, “Bank”, “Bank of Jinzhou”, Bank of Jinzhou Co., Ltd. (錦州銀行股份有限公司), a joint stock company incorporated “we”, “us” or “Group” in the PRC on 22 January 1997 with limited liability in accordance with PRC laws and, unless context indicates otherwise, its subsidiaries, branches, sub-branches and special institution “PoverVM technology” the hardware shareware for minicomputer platform 2 Bank of Jinzhou Co., Ltd. 2015 Annual Report Definitions “PRC” or “China” the People’s Republic of China, but for the purposes of this annual report only, excluding the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan “Prospectus” the prospectus of the Bank dated 24 November 2015 “Reporting Period” the year ended 31 December 2015 “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as the same may be amended, supplemented or otherwise modified from time to time “Shareholder(s)” shareholder(s) of the Bank “Share(s)” the Domestic Share(s) and the H Share(s) “Supervisor(s)” the supervisor(s) of the Bank “TSM platform” the trusted service management for mobile financial security Bank of Jinzhou Co., Ltd. 2015 Annual Report 3 Chapter 1 Company Profile I. Basic Information about the Company Legal Chinese Name and Abbreviation : 錦州銀行股份有限公司 (abbreviated as 錦州銀行)) Legal English Name and Abbreviation : Bank of Jinzhou Co., Ltd. (abbreviated as “Bank of Jinzhou”) Legal Representative : Zhang Wei Authorized Representatives : Zhang Wei, Wang Jing Secretary of the Board : Wang Jing Joint Company Secretaries : Wang Jing, Leung Wing Han Sharon Registered and Office Address : No. 68 Keji Road, Jinzhou City, Liaoning Province, the PRC Telephone : +86 (416) 3220002 Fax : +86 (416) 3220003 Postal Code : 121013 Company Website : www.jinzhoubank.com Email Address : [email protected] Customer Service Hotline : +86-400-66-96178 Principal Place of Business in Hong Kong : 18/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong Accountant : KPMG PRC Legal Advisor : Zhong Lun Law Firm Hong Kong Legal Advisor : Orrick, Herrington & Sutcliffe Compliance Advisor : First Shanghai Capital Limited Custodian of Domestic Shares : China Securities Depository and Clearing Corporation Limited H Share Registrar : Computershare Hong Kong Investor Services Limited Listing Place of Stock, Stock Name : The Stock Exchange of Hong Kong Limited; BANK OF JINZHOU: 0416 and Stock Code Business License No. of Corporation : 210700004032898 Tax Registration No. : Shui Zi 210711242668214 Finance License No. of Institution : B0127H221070001 Code of Institution : 24266821-4 Website of the Hong Kong Stock : www.hkexnews.hk Exchange where this annual report is published Place where the annual report : Office of the Board is maintained 4 Bank of Jinzhou Co., Ltd. 2015 Annual Report Chapter 1 Company Profile II. Company Profile Bank of Jinzhou was incorporated, with approval of the People’s Bank of China, on 22 January 1997, headquartered in Jinzhou City, Liaoning Province. There are 12 branches established in Beijing, Tianjin, Shenyang, Dalian, Harbin, Dandong, Fushun, Anshan, Chaoyang, Fuxin, Liaoyang and Jinzhou and 5 village and township banks, namely Jinzhou Taihe Yimin Village and Township Bank Co., Ltd. (錦州太和益民村鎮銀行股份有限公司), Liaoning Yi County Xianghe Village and Township Bank Co., Ltd. (遼寧義縣祥和村 鎮銀行股份有限公司), Jinzhou Beizhen Yimin Village and Township Bank Co., Ltd. (錦州北鎮益民村鎮銀行股份有限公司), Liaoning Heishan Jinhang Village and Township Bank Co., Ltd. (遼寧黑山錦行村鎮銀行股份有限公司) and Liaoning Kazuo Jinhang Rural Bank Co., Ltd. (遼寧喀左錦行村鎮銀行股份有限公司), were promoted and established; meanwhile, Bank of Jinzhou, as a controlling shareholder, promoted and established Bank of Jinzhou Financial Leasing Co., Ltd. (錦銀金融租賃有限責任公司). As of 31 December 2015, the Bank had, in aggregate, 202 branches. As of 31 December 2015, the Bank had total assets of RMB361,660 million, total loans and advances released of RMB101,174 million and total deposits of RMB170,179 million. The Bank ranked 350th by the Bank’s tier 1 capital as of 31 December 2014 according to the Top 1,000 World Banks ranking list published by The Banker in July 2015 and ranked 44th among PRC banks. The Bank has been listed on the Main Board of the Hong Kong Stock Exchange on 7 December 2015. III. Awards in 2015 In November 2015, the Bank were recognized as one of the “Top Ten Commercial Banks in China for Supporting the Development of SMEs for 2015” (2015 全國支持中小企業發展十佳商業銀行) by the China SMEs Association. In November 2015, the Bank was recognized as “Top Ten Brands of Corporate Culture in China” (中國十大企業文化品牌單位) by China Culture Management Association Corporate Culture Administration Professional Committee (中國文化管理協會企業文化管理 專業委員會). In December 2015, the Bank was granted the title of “National Model Home for Staff and Workers” (全國模範職工之家) and “National Education and Training of Workers Demonstration” (全國職工教育培訓示範點) by All-China Federation of Trade Unions (中 華全國總工會). Bank of Jinzhou Co., Ltd. 2015 Annual Report 5 Chapter 2 Financial Highlights I. Financial Data For the year ended 31 December (Expressed in thousands of Renminbi, unless otherwise stated) 2015 2014 2015 vs 2014 2013 2012 Rate of Operating Results Change (%) Interest income 21,819,437 13,582,488 60.6 8,522,877 5,733,741 Interest expense (11,015,124) (7,954,065) 38.5 (4,701,435) (2,479,695) Net interest income 10,804,313 5,628,423 92.0 3,821,442 3,254,046 Net fee and commission income 500,790 116,323 330.5 75,271 96,754 Net trading gains/(losses) 97,164 470 20,573.2 (5,671) 24,906 Dividend income 6,440 6,360 1.3 6,320 5,780 Net gains/(losses) arising from investment securities 2,896 8,396 (65.5) (3,643) 60,838 Foreign exchange gain 85,895 7,872 991.1 4,257 13,115 Other net operating income 19,886 26,765 (25.7) 24,121 30,663 Operating income 11,517,384 5,794,609 98.8 3,922,097 3,486,102 Operating expenses (2,724,872) (2,213,490) 23.1 (1,888,077) (1,651,408) Operating profit before impairment 8,792,512 3,581,119 145.5 2,034,020 1,834,694 Impairment losses on assets (2,296,943) (793,469) 189.5 (274,739) (298,712) Profit before taxation 6,495,569 2,787,650 133.0 1,759,281 1,535,982 Income tax (1,587,513) (664,473) 138.9 (403,783) (364,565) Profit for the year 4,908,056 2,123,177 131.2 1,355,498 1,171,417 Net profit attributable to equity Shareholders of the Bank 4,898,761 2,115,715 131.5 1,350,691 1,167,450 Calculated on a per share basis (RMB) Change Basic earnings per share 1.09 0.54 0.55 0.35 0.30 Rate of Major indicators of assets/liabilities Change (%) Total assets 361,659,913 250,692,720 44.3 175,513,850 123,294,307 Of which: loans and advances to customers 97,313,206 86,548,794 12.4 76,728,790 61,781,077 Total liabilities 335,388,599 234,815,584 42.8 164,004,535 112,097,202 Of which: Deposits from customers 170,178,722 119,402,997 42.5 92,764,588 82,786,317 Share capital 5,781,616 4,402,234 31.3 3,902,234 3,902,234 Total equity attributable to euqity shareholders of the Bank 25,598,461 15,658,315 63.5 11,398,776 11,118,275 Total equity 26,271,314 15,877,136 65.5 11,509,315 11,197,105 6 Bank of Jinzhou Co., Ltd.