CONTENTS Corporate Profile 1 Results in Brief * 3 Five-year Financial Summary 4 Chairman's Statement * 6 Chief Executive's Report * 8 Management Discussion and Analysis - Business in Hong Kong 10 - Business on the Mainland 15 - Financial Review 17 - Risk Management 32 - Capital Management 83 Corporate Responsibility 89 Corporate Governance and Other Information 94 Biographical Details of Directors 118 Biographical Details of Senior Management 130 Report of the Directors 134 2013 Financial Statements 142 Independent Auditor's Report 265 Supplementary Notes to the Financial Statements (unaudited) 266 Analysis of Shareholders 287 Subsidiaries 288 Corporate Information and Calendar 289 * Where possible, percentages in this section have been rounded to the nearest percentage point to facilitate easy reading. Percentage-based indicators remain at 1 or 2 decimal places as appropriate. The abbreviations ‘HK$m’ and ‘HK$bn’ represent millions and billions of Hong Kong dollars respectively. CORPORATE PROFILE Founded in 1933, Hang Seng Bank Limited is one of Hong Kong’s largest listed companies. Our market capitalisation as at 31 December 2013 was HK$240.3bn. With nearly 10,000 employees, we serve over half the adult population of Hong Kong – more than 3 million people – through about 220 service outlets. We also maintain branches in Macau and Singapore and a representative office in Taipei. Established in 2007 and headquartered in Shanghai, our wholly owned mainland China subsidiary Hang Seng Bank (China) Limited operates a network of 50 outlets in Beijing, Shanghai, Guangzhou, Shenzhen, Fuzhou, Nanjing, Dongguan, Hangzhou, Ningbo, Tianjin, Kunming, Xiamen, Chengdu, Foshan, Zhongshan, Huizhou, Zhuhai, Jiangmen and Shantou. Hang Seng is a principal member of the HSBC Group, one of the world’s largest banking and financial organisations. Celebrating 80 Years of Service Excellence Since opening our doors in 1933 as a small money-changer, our unwavering dedication to serving the community has seen us grow to become Hong Kong’s leading domestic bank. “Hang Seng’s success is built on the core principles established by our founders. Throughout our history, staff at all levels have upheld these values – emphasising service excellence and a prudent- yet-progressive approach in striving for sustainable growth.” Rose Lee, Vice-Chairman and Chief Executive, Hang Seng Bank In 2013, we held a year-long series of celebratory anniversary activities under an ‘80 Years of Service Excellence’ theme. The series highlight was a cocktail reception – held at the Hong Kong Convention and Exhibition Centre and officiated by Financial Secretary John Tsang – attended by more than 2,000 people from across the community. To further share our success with those who help to create it, we also engaged in several special anniversary initiatives through our wide-ranging corporate responsibility programme, including committing to help construct 800 more biogas facilities under the Hang Seng Yunnan Biogas Project and holding a family fun day for staff. As we invest in the future as the ‘ever-growing’ bank, we remain true to our heritage and passionate about our commitment to serve. 1 RATINGS MOODY’S Long-term Bank Deposit Aa2 (local and foreign currency) Short-term Bank Deposit Prime-1 Hang Seng Bank (local and foreign currency) Bank Financial Strength B Outlook Stable Long-term Bank Deposit A3 (local and foreign currency) Short-term Bank Deposit Prime-2 Hang Seng China (local and foreign currency) Bank Financial Strength D- Outlook Stable STANDARD & POOR’S Long-term Counterparty Credit AA- (local and foreign currency) Hang Seng Bank Short-term Counterparty Credit A-1+ (local and foreign currency) Outlook Stable Long-term Counterparty Credit AA- (local and foreign currency) Hang Seng China Short-term Counterparty Credit A-1+ (local and foreign currency) Outlook Stable 2 RESULTS IN BRIEF 2013 2012 (restated) For the year HK$m HK$m Operating profit excluding loan impairment charges 18,946 15,873 Operating profit 18,410 15,487 Profit before tax1 28,496 21,994 Profit attributable to shareholders1 26,678 19,327 % % Return on average shareholders' funds1 25.4 22.8 Cost efficiency ratio 32.4 34.9 Average liquidity ratio 34.9 36.9 HK$ HK$ Earnings per share1 13.95 10.11 Dividends per share 5.50 5.30 At 31 December At 31 December 2013 2012 At year-end HK$m HK$m Shareholders' funds 107,778 92,323 Total assets 1,143,730 1,077,096 % % Capital ratios under Basel III 2 - Common Equity Tier 1 ("CET1") Capital Ratio 13.8 - - Tier 1 Capital Ratio 13.8 - - Total Capital Ratio 15.8 - Capital ratios under Basel II 2 - Core capital ratio - 12.2 - Capital adequacy ratio - 14.0 1 Industrial Bank Co., Ltd. ("Industrial Bank") reclassification Reported results for 2013 include a non-distributable accounting gain on the reclassification of Industrial Bank from an associate to a financial investment of HK$8,454m before tax (HK$9,517m attributable profit). Reported results for 2012, when the investment in Industrial Bank was equity accounted for, include share of profit from Industrial Bank of HK$5,199m before tax (HK$4,855m attributable profit). Figures quoted as "excluding the Industrial Bank reclassification" have been adjusted for the above items. Excluding the Industrial Bank reclassification, key financial results and performance metrics are set out below for comparison purpose: 2013 2012 Profit before tax (HK$m) 20,042 16,795 Profit attributable to shareholders (HK$m) 17,161 14,472 Earnings per share (HK$) 8.98 7.57 Return on average shareholders' funds (%) 17.6 17.1 2 On 1 January 2013, the Hong Kong Monetary Authority ("HKMA") implemented the first phase of the Basel III capital framework in Hong Kong. The capital disclosures for 2013 under Basel III are, therefore, not directly comparable with the disclosure for 2012 prepared under Basel II basis. Comparative figures have been restated to reflect the adoption of the Hong Kong Accounting Standard 19 "Employee Benefits", details of which are set out in note 1 to the financial statements. 3 FIVE-YEAR FINANCIAL SUMMARY 2009 2010 2011 2012 2013 (restated) (restated) (restated) (restated) For the year HK$bn HK$bn HK$bn HK$bn HK$bn Operating profit 13.0 14.0 14.1 15.5 18.4 Profit before tax1 15.2 17.2 19.2 22.0 28.5 Profit attributable to shareholders1 13.0 14.9 16.8 19.3 26.7 At year-end HK$bn HK$bn HK$bn HK$bn HK$bn Shareholders' funds 62.7 70.7 79.6 92.3 107.8 Issued and paid up capital 9.6 9.6 9.6 9.6 9.6 Total assets 830.8 917.1 975.7 1,077.1 1,143.7 Total liabilities 768.1 846.4 896.1 984.8 1,035.9 Per share HK$ HK$ HK$ HK$ HK$ Earnings per share1 6.82 7.80 8.80 10.11 13.95 Dividends per share 5.20 5.20 5.20 5.30 5.50 Ratios % % % % % Return on average shareholders' funds1 22.5 22.6 22.6 22.8 25.4 Post-tax return on average total assets 1.6 1.7 1.8 1.9 2.4 Capital ratios under Basel III 2 - Common Equity Tier 1 ("CET1") Capital Ratio - - - - 13.8 - Tier 1 Capital Ratio - - - - 13.8 - Total Capital Ratio - - - - 15.8 Capital ratios under Basel II 2 - Core capital ratio 12.8 10.8 11.6 12.2 - - Capital adequacy ratio 15.8 13.6 14.3 14.0 - Cost efficiency ratio 33.4 34.2 35.3 34.9 32.4 1 Industrial Bank Co., Ltd. ("Industrial Bank") reclassification Reported results for 2013 include a non-distributable accounting gain on the reclassification of Industrial Bank from an associate to a financial investment of HK$8.5bn before tax (HK$9.5bn attributable profit). Reported results for 2012, when the investment in Industrial Bank was equity accounted for, include share of profit from Industrial Bank of HK$5.2bn before tax (HK$4.9bn attributable profit). Figures quoted as "excluding the Industrial Bank reclassification" have been adjusted for the above items. Excluding the Industrial Bank reclassification, key financial results and performance metrics are set out below for comparison purpose: 2013 2012 Profit before tax (HK$bn) 20.0 16.8 Profit attributable to shareholders (HK$bn) 17.2 14.5 Earnings per share (HK$) 8.98 7.57 Return on average shareholders' funds (%) 17.6 17.1 2 On 1 January 2013, the Hong Kong Monetary Authority ("HKMA") implemented the first phase of the Basel III capital framework in Hong Kong. The capital disclosures for 2013 under Basel III are, therefore, not directly comparable with the disclosure for 2012 prepared under Basel II basis. Comparative figures have been restated to reflect the adoption of the Hong Kong Accounting Standard 19 "Employee Benefits", details of which are set out in note 1 to the financial statements. 4 RESULTS ATTRIBUTABLE PROFIT AND DIVIDENDS PER SHARE EARNINGS PER SHARE HK$BN HK$ HK$BN HK$ 20 30 15 10 18 9 25 16 8 14 7 20 10 12 6 10 15 5 ` 8 4 10 5 6 3 4 2 5 2 1 0 0 0 0 09 10 11 12 13 09 10 11 12 13 09 10 11 12 13 OPERATING PROFIT ATTRIBUTABLE PROFIT DIVIDENDS PER SHARE EARNINGS PER SHARE TOTAL ASSETS AND RETURN SHAREHOLDERS' FUNDS AND CAPITAL ADEQUACY RATIO / ON AVERAGE TOTAL ASSETS RETURN ON AVERAGE TOTAL CAPITAL RATIO SHAREHOLDERS' FUNDS HK$BN IN PERCENTAGE HK$BN IN PERCENTAGE IN PERCENTAGE 1200 2.6 120 26 20 110 18 2.4 100 25 16 1000 2.2 90 14 80 24 2.0 70 12 800 1.8 60 23 10 50 8 1.6 40 22 6 600 1.4 30 4 20 21 1.2 2 10 400 1.0 0 20 0 09 10 11 12 13 09 10 11 12 13 09 10 11 12 13 TOTAL ASSETS SHAREHOLDERS' FUNDS CAPITAL ADEQUARCY RATIO / TOTAL CAPITAL RATIO # RETURN ON AVERAGE TOTAL ASSETS RETURN ON AVERAGE SHAREHOLDERS' FUNDS # On 1 January 2013, the Hong Kong Monetary Authority ("HKMA") implemented the first phase of the Basel III capital framework in Hong Kong.