Bank of Communications Co., Ltd. A Heritage of Banking Our Trust with Future Annual Report Bank of Communications Co., Ltd. No. 188, Yin Cheng Zhong Lu, Shanghai P.R. China 2007 www.bankcomm.com Annual Report 2007 Brief Introduction Bank of Communications Co., Ltd. Founded in 1908, Bank of Communications Co., Ltd. (the “Bank”) is one of the oldest banks in China and one of the earliest note-issuing banks in modern China. After 1958, while the Hong Kong branch of the Bank continued to operate, the mainland business of the Bank merged with the then People’s Bank of China and established the People’s Construction Bank of China on the foundation of the Bank. As a finance reform pilot project, the Bank was reestablished in 1986 with the approval of the State Council and began operations on 1 April 1987. The Bank became China’s first state-owned joint-stock commercial bank. In 1994, the Bank changed from a two-tiered legal structure which separated the head office from the branch offices, to a single legal entity. In 2004, the Bank implemented a program to reform its shareholding structure. Pursuant to the reform, the Bank has successfully completed its financial reorganization by issuing new shares and disposing of non- performing loans, and attracted mainland and overseas strategic investors such as HSBC, SSF and SAFE Investment. In June 2005, the Bank successfully issued H-shares and was listed on the Hong Kong Stock Exchange (under the stock name “BANKCOMM” and the stock code 3328) and became the first overseas-listed commercial bank in mainland China. In May 2007, the Bank successfully issued A shares and was listed on the Shanghai Stock Exchange (under the stock name “Bank of Communications” and the stock code 601328). The legal Chinese name of the Bank is Bank of Communications Co., Ltd. (交通銀行股份有限公司) , also referred to as Bank of Communications ( 交通銀行 ); its Head Office is located at No. 188 Yin Cheng Middle Road, Pudong New District, Shanghai and it has a registered capital of RMB48.994 billion. As of the end of 2007, the Group’s total assets was RMB2,110.444 billion, an increase of RMB390.961 billion, or an increase of 22.74% over the previous year. The Bank has issued 48,994,383,703 ordinary shares, including 23,064,468,136 H-shares (representing 47.08% of the total ordinary shares), and 25,929,915,567 A shares (representing 52.92% of the total ordinary shares). The Ministry of Finance, HSBC, SSF and SAFE Investment formed the top four shareholders of the Bank, whose shareholding interests were 20.36%,19.15%,11.34% and 6.12% respectively. In 2007, the Bank saw a significant boost in its image and reputation in the marketplace. According to the ranking of the “Top 1000 World Banks 2007” published by the British magazine “The Banker”, the Bank’s total assets ranking rose to No. 69 and its Tier-1 capital ranking rose to No. 68. The Bank has been awarded as the “No. 1 Brand of Banks in China” by World Brand Lab for three consecutive years and the value of our brand has been widely recognized by the market. The Bank’s management operates on two levels: Head Office and provincial-level branches. There are 100 domestic branches, including 29 provincial branches, seven branches directly managed by Head Office, 64 provincial sub-branches and 2,610 outlets in 156 major cities in mainland China. The Bank has set up eight overseas branches in Hong Kong, New York, Tokyo, Singapore, Seoul, Frankfurt and Macau as well as a representative office in London. As of the end of 2007, the Bank had 68,083 employees. The Bank is one of the major financial services providers in China. At present, the Bank’s business scope covers commercial banking, brokerage services, trust services, finance leases, fund management and insurance. Its wholly-owned subsidiaries include BOCOM International, BOCOM Insurance and BOCOM Leasing. Subsidiaries in which the Bank has a controlling interest include BOCOM Schroder and BOCOM International Trustee. The Bank is also the largest shareholder of CRCB. Bank of Communications Co., Ltd. Annual Report 2007 1 Contents The Bank is the only global 1. Financial Highlights 2 commercial bank partner of the 2010 Shanghai World Expo, and 2. Corporate Information 4 will provide high quality financial services to both domestic and 3. Awards 6 foreign customers. 4. Chairman’s Statement 8 The Bank’s strategy is to become 5. President’s Statement 16 a comprehensive and modern first class wealth management bank 6. Management Discussion with comprehensive corporate governance, outstanding and Analysis 23 competitive advantages, active 7. Details of Changes in Share product innovation, high quality financial services, strict internal Capital and Shareholdings management, effective operations and management skills of an of Substantial Shareholders 66 international standard; it seeks to 8. Directors, Supervisors, be a bank that is leading in development, innovation and Senior Management competitive ability in the domestic market, and one that will fulfill its and Staff 74 corporate social responsibilities. 9. Report of the Board of Directors 92 10. Report of the Board of Supervisors 100 11. Corporate Governance Report 106 12. Fulfilling the Bank’s Social Responsibility 124 13. Investor Relations Management 127 14. Significant Events 129 15. Independent Auditors’ Report 132 16. Consolidated Financial Statements 134 17. Notes to the Consolidated Financial Statements 140 18. Supplementary Unaudited Financial Information 292 19. Reconciliation of Net Assets and Net Profit from PRC GAAP to IFRS 305 20. List of Branches 307 21. Definition 318 2 Bank of Communications Co., Ltd. Annual Report 2007 Financial Highlights Net interest income Net profit (Note) Total assets RMB million RMB million RMB million 60,000 25,000 2,500,000 54,144 2,110,444 20,274 50,000 20,000 2,000,000 1,719,483 39,803 40,000 15,000 1,500,000 1,423,439 31,591 12,274 30,000 1,144,005 25,192 10,000 9,249 1,000,000 926,042 19,674 20,000 4,376 5,000 500,000 10,000 1,604 0 0 0 2003 2004 2005 2006 2007 2003 2004 2005 2006 2007 2003 2004 2005 2006 2007 Return on Return on average average assets shareholders’ equity Impaired loan ratio %%% 1.2 35 11.86 31.81 12 1.06 30 1.0 10 25 0.78 0.8 0.72 8 20 18.16 0.6 0.53 6 14.15 15 13.68 0.4 4 10 3.00 2.80 2.53 2.05 4.56 0.2 0.15 2 5 0.0 0 0 2003 2004 2005 2006 2007 2003 2004 2005 2006 2007 2003 2004 2005 2006 2007 Note: eliminate the minority interest. Bank of Communications Co., Ltd. Annual Report 2007 3 Items 2004 after 2003 after 2007 2006 2005 adjustment adjustment (Note 1) (Note 1) Annual Results RMB million Net interest income 54,144 39,803 31,591 25,192 19,674 Operating profit before tax 31,114 17,405 12,843 7,750 4,135 Net profit (eliminate the minority interest) 20,274 12,274 9,249 1,604 4,376 As at the end of the year RMB million Loans and advances to customers (Note 2) 1,107,500 927,405 771,374 640,058 549,943 Total assets 2,110,444 1,719,483 1,423,439 1,144,005 926,042 Due to customers 1,567,142 1,352,890 1,220,839 1,029,941 874,159 Total liabilities 1,977,123 1,628,988 1,340,293 1,091,902 907,839 Shareholder’s equity 133,321 90,495 83,146 52,103 18,203 Shareholder’s equity (eliminate the minority interest) 132,903 90,436 83,082 52,103 18,203 Per share RMB Yuan Diluted earnings per share 0.42 0.27 0.22 0.06 0.26 Net asset value per share 2.72 1.98 1.82 1.33 1.06 Net asset value per share (eliminate the minority interest) 2.71 1.97 1.81 1.33 1.06 Financial ratios % Return on average assets (Note 3) 1.06 0.78 0.72 0.15 0.53 Return on average shareholders’ equity (Note 4) 18.16 14.15 13.68 4.56 31.81 Cost-to-income ratio (Note 5) 40.29 47.66 51.24 60.78 57.84 Impaired loan ratio (Note 6) 2.05 2.53 2.80 3.00 11.86 Provision coverage of impaired loan (Note 7) 95.95 72.83 58.39 44.01 51.03 Capital Adequacy Indicator % Core capital adequacy ratio (Note 8) 10.27 8.52 8.78 6.77 6.36 Capital adequacy ratio (Note 8) 14.44 10.83 11.20 9.72 7.41 Notes: 1. In accordance with the provision of IAS 39 (revised 2003), the Group retrospectively adjusted balance of investment securities as at 1 January 2004 and 2005. Certain originated loans were reclassified to available-for-sale, loans and receivables and financial assets held for trading with retrospective adjustments to revaluation reserve and deferred tax accordingly. 2. This is calculated based on loans and advances to customers before provision and including interest. 3. This is calculated based on net profit (eliminate the minority interest) for the year divided by the average of total assets at the beginning and the end of the year. 4. This is calculated based on net profit (eliminate the minority interest) for the year divided by the average of shareholders’ equity balance (eliminate the minority interest) at the beginning and the end of the year.