China CITIC Bank Corporation Limited ANNUAL 2014 REPORT China CITIC Bank Corporation Limited (A joint stock limited company incorporated in the People’s Republic of China with limited liability) Stock Code : 0998 2014 Annual Report No.9 Chaoyangmen Beidajie, Dongcheng District, Beijing Postal Code : 100010 http://bank.ecitic.com Important Notice The Board of Directors, the Board of Supervisors, Corporate Introduction directors, supervisors, and senior management of the Bank ensure that the information contained Founded in 1987, CITIC Bank is among the earliest emerging commercial banks established herein does not include any false records, during China’s reform and opening up and China’s first commercial bank participating in misleading statements or material omissions, financing at both domestic and international financial markets. It is renowned at home and and assume several and joint liabilities for its truthfulness, accuracy and completeness. abroad for brushing numerous track records in the contemporary Chinese financial history. Over the years, it has made positive contributions to China’s economic development. The meeting of the Board of Directors of the Bank adopted the full text and summary of the As one of the strongest domestic commercial banks in terms of capital base, CITIC Bank has 2014 Annual Report on 20 March 2015. 11 out grown rapidly in the wave of economic development in China. With simultaneous listing of A + TableContent of Contents of the 11 eligible directors attended the meeting H shares (SH601998, HK0998) in 2007, CITIC Bank has gone both public and international and on site. The supervisors of the Bank attended the meeting as non-voting delegates. become a national commercial bank with strong comprehensive competitive edges. In July 2014, CITIC Bank ranked 37th in terms of consolidated tier-one capital of the whole Group and 48th in 2 Corporate Introduction The Bank’s 2014 Annual Report prepared in terms of total assets among the “Top 1,000 World Banks” published by The Banker magazine of the accordance with the PRC Accounting Standards United Kingdom, ranking among the best of all Chinese commercials banks. In May 2014, CITIC 5 Financial Highlights and the International Financial Reporting Standards (IFRS) were audited by KPMG Bank ranked 134th among the “Top 2,000 Global Enterprises” published by the Forbes magazine. 8 Chairman’s Statement Huazhen (Special General Partnership) and The Bank provides corporate customers with integrated financial solutions in corporate banking, 12 President’s Statement KPMG in accordance with the auditing standards of Mainland China and Hong Kong respectively. international business, financial market transactions, investment banking, supply chain finance, 16 Honors cash management, domestic and overseas factoring and asset custody, and offers individual customers The “Profit and Dividends Distribution” in diversified financial products and services covering retail banking, credit card, personal loan, safe deposit 20 Management Discussion and Analysis “Management Discussion and Analysis” in box, wealth management, private banking and going abroad finance. For both corporate and individual Chapter 6 of the report discloses the Bank’s Profit 20 Economic, Financial and Regulatory Environments customers, the Bank provides all-round finance services in fund and wealth management, e-banking and Distribution Plan for 2014 as adopted by the 20 Core Competitiveness Analysis Board of Directors and to be submitted to the small & micro enterprise finance. 2014 Annual Shareholders’ General Meeting for 22 Analysis of the Financial Statements deliberation. In consideration of its proposed As at the end of the reporting period, CITIC Corporation Limited was the controlling shareholder of the non-public offering of A Shares to China Tobacco Bank, holding 67.13% of the Bank’s total issued and outstanding shares. The Bank had 1,230 outlets in 121 41 Business Overview Corporation, pursuant to relevant regulatory large and medium cities in mainland China, which were mainly distributed in coastal areas in Eastern China and requirements, and in order not to affect the 56 Risk Management economically developed cities in Central and Western China, and employed over 50,000 employees nationwide. The progress of the non-public offering and promote 73 Capital Management its own long-term development, the Bank will Bank had three subsidiaries, namely, CITIC International Financial Holdings Limited (CIFH) and China Investment not make any dividend distribution in cash for and Finance Limited (CIFL) in Hong Kong, and Zhejiang Lin’an CITIC Rural Bank in mainland China, plus a 73 Management of Financial Statement Consolidation FY2014. representative office in London. CITIC Bank International (CNCBI), a subsidiary of CIFH, had over 1,800 employees 73 Profit and Dividends Distribution and more than 40 outlets in Hong Kong, Macao, New York, Los Angeles, Singapore and mainland China. The terms the “Bank”, the “Company”, “CITIC 75 Shareholdings in Other Listed Companies Bank” and “CNCB” mentioned herein all refer to China CITIC Bank Corporation Limited while and Financial Enterprises the term the “Group” mentioned herein refers to China CITIC Bank Corporation Limited and its 76 Changes in Accounting Policies and Accounting subsidiaries. Estimation or Correction of Significant Accounting Errors Mr. Chang Zhenming as Chairman of the Board of Directors, Ms. Li Qingping as President of 76 Outlook the Bank, Mr. Fang Heying as Vice President of the Bank in charge of financial function, and 79 Management of Corporate Social Responsibility Mr. Lu Wei as General Manager of Finance and 80 Significant Events Accounting Department, hereby guarantee the truthfulness, accuracy and completeness of the 90 Changes in Share Capital and Shareholdings of financial report contained in the 2014 Annual Report. Substantial Shareholders 97 Preference Shares 98 Directors, Supervisors, Senior Management and Staff 116 Corporate Governance Report Material Risk Reminder 133 Internal Control The Bank has described in detail the major risks 137 Independent Auditor’s Report and Financial Report exposed in operation and management and its 277 Reference for Shareholders responses thereto in this report. Please refer to “Risk Management” and “Outlook” in Chapter 279 Corporate Structure 6 “Management Discussion and Analysis” for details. 280 List of Domestic and Overseas Affiliates 287 Definition TableContent of Contents 2 Corporate Introduction 5 Financial Highlights 8 Chairman’s Statement 12 President’s Statement 16 Honors 20 Management Discussion and Analysis 20 Economic, Financial and Regulatory Environments 20 Core Competitiveness Analysis 22 Analysis of the Financial Statements 41 Business Overview 56 Risk Management 73 Capital Management 73 Management of Financial Statement Consolidation 73 Profit and Dividends Distribution 75 Shareholdings in Other Listed Companies and Financial Enterprises 76 Changes in Accounting Policies and Accounting Estimation or Correction of Significant Accounting Errors 76 Outlook 79 Management of Corporate Social Responsibility 80 Significant Events 90 Changes in Share Capital and Shareholdings of Substantial Shareholders 97 Preference Shares 98 Directors, Supervisors, Senior Management and Staff 116 Corporate Governance Report 133 Internal Control 137 Independent Auditor’s Report and Financial Report 277 Reference for Shareholders 279 Corporate Structure 280 List of Domestic and Overseas Affiliates 287 Definition Corporate Introduction Corporate Information Registered Name in Chinese: 中信銀行股份有限公司（簡稱「中信銀行」） Registered Name in English: CHINA CITIC BANK CORPORATION LIMITED (abbreviated as “CNCB”) Legal Representative: Chang Zhenming Authorized Representatives: Li Qingping, Li Xin Secretary to the Board of Directors: Li Xin Joint Company Secretaries: Li Xin, Wendy KAM Mei Ha (FCS, FCIS) Securities Representative of the Company: Wang Junwei Registered Address: Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie, Dongcheng District, Beijing Postal code of the registered address: 100027 Office Address: No.9 Chaoyangmen Beidajie, Dongcheng District, Beijing Postal code of the office address: 100010 Official Website: bank.ecitic.com Telephone Number/Fax Number: +86-10-89938900/+86-10-85230081 Email Address: [email protected] Principal Place of Business in Hong Kong: 54th Floor, Hopewell Center, 183 Queen’s Road East, Hong Kong Newspapers for Information Disclosure: China Securities Journal, Shanghai Securities News, Securities Times Websites for Information Disclosure: Website designated by the CSRC to publish A-share annual report: www.sse.com.cn Website designated by the SEHK to publish H-share annual report: www.hkexnews.hk Place Where Annual Report is Kept: Office of the Board of Directors and Board of Supervisors, CITIC Bank Legal adviser as to PRC Laws: King & Wood Mallesons (PRC) Legal adviser as to Hong Kong Laws: Clifford Chance PRC Auditor: KPMG Huazhen (Special General Partnership) 8th Floor, Office Building Tower 2, Oriental Plaza East, No. 1 East Chang’an Avenue, Beijing, China (Postal code: 100738) Signing CPAs: Jin Naiwen & Wang Lipeng International Auditor: KPMG 8th Floor, Prince’s Building, No. 10 Chater Road, Central, Hong Kong A-share Registrar: Shanghai Branch of China Securities Depository and Clearing Corporation Limited 36th Floor, China Insurance Building, No. 166 East Lujiazui Road, Pudong New District, Shanghai H-share Registrar: Computershare Hong Kong Investor Services Limited