Annual Report 2012

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10 REPORT OF THE BOARD OF SUPERVISORSIndependent Opinions on Relevant Matters of the BankOperations in compliance with laws and regulationsDuring the reporting period, the Bank carried out its operation in compliance with the law and its decision making procedure was in compliancewith the provisions of applicable laws and regulations as well as the Articles of Association of the Bank. Its directors and senior executivesfulfilled their duties in a diligent manner. The board of supervisors did not find any of their acts in the performance of their duties that were inbreach of applicable laws and regulations as well as the Articles of Association of the Bank or damaged the Bank’s interest.Financial reportingThe 2012 financial report of the Bank accurately and fairly reflected the financial position and operating results of the Bank.Use of proceedsDuring the reporting period, the Bank issued RMB40 billion subordinated bonds. All the proceeds were used to supplement the capital base ofthe Bank in accordance with the undertaking of the Bank.Acquisition and sale of assetsDuring the reporting period, the board of supervisors was not aware of any insider transactions or any acts in acquisition or sale of assetsdetrimental to the interests of shareholders or leading to a drain on the Bank’s assets.Connected transactionsThe board of supervisors was not aware of any connected transactions that were detrimental to the interests of the Bank during the reportingperiod.Internal controlDuring the reporting period, the Bank consistently enhanced and improved its internal control. The board of supervisors had no objection to the2012 Internal Control Assessment Report.Performance of social responsibilitiesDuring the reporting period, the Bank performed its social responsibilities in a proactive manner. The board of supervisors had no objection to the2012 Social Responsibility Report.Opinions on performance assessment of directors, supervisors and senior executives of the BankAll directors, supervisors and senior executives were evaluated as qualified in the 2012 performance assessment process.By order of the board of supervisorsZhang FurongChairman of the board of supervisors22 March 2013China Construction Bank Corporation annual report 201287
11 MAJOR ISSUESMaterial litigations, arbitrations and matters questioned by the majority mediaThere were no material litigations or arbitrations of the Bank, and no matters in relation to the Bank that were questioned by the majority media,during the reporting period.Debt and claim between related partiesThere was no non-operational capital occupation by the controlling shareholder or other related parties of the Bank during the reporting period.Acquisition and sale of major assets and merger of enterprisesOn 27 November 2012, upon the approval of the CBRC, the Bank completed the closing procedure of its acquisition of 24.9% shares in CCBFinancial Leasing from Bank of America. CCB Financial Leasing has become a wholly-owned subsidiary of the Bank thereafter.In June 2012, CCB Life, a subsidiary of the Bank, increased its capital by RMB5,721 million, of which, the Bank contributed RMB2,892 million.Thereafter, the National Council for Social Security Fund has become the third largest shareholder of CCB Life. In July 2012, the application forcapital increase was approved by the CIRC.Progress of implementation of employee stock incentive planPursuant to the relevant PRC policies, the Bank did not implement a new round of stock incentive plan during the reporting period.Material related party transactionsThere were no material related party transactions during the reporting period. All related party transactions were conducted on the basis ofcommercial principles and just, fair and open principles and at prices no more favourable than those offered to independent third parties in similartransactions.Material contracts and their performanceDuring the reporting period, the Bank did not enter into any material arrangements for custody, contracting or lease of other companies’ assets,or allow its assets to be subject to such arrangements by other companies. The guarantee business is an off-balance sheet service in the ordinarycourse of the Bank’s business, and the Bank did not have any material guarantees that need to be disclosed except for the financial guaranteeservices within its business scope as approved by the regulators. The Bank did not entrust any material cash assets to others for managementduring the reporting period.Performance of undertakings given by the Bank or shareholders holding 5% or more of the sharesOn 10 October 2012, Huijin increased its shareholding of A-shares of the Bank by 2,814,057 shares through the trading system of the ShanghaiStock Exchange, and undertook to continue to increase its shareholdings of the Bank on the secondary market in its own name in the followingsix months. Other than the above, the Bank’s shareholders did not give new undertakings during the reporting period. All undertakings given bythe shareholders had been fulfilled by the end of the reporting period.PenaltiesDuring the reporting period, the Bank, the directors, the supervisors, the senior management and the actual controller had no record of beingsubject to investigations by relevant authorities, coercive measures by judicial or disciplinary departments, transfer to judicial organs or criminalinvestigation and punishment. The Bank, the Board, the directors, the supervisors and the senior management had no record of being subject toinspections, administrative penalties and public censures by the CSRC or public censures by the stock exchanges of the Bank’s listing venues.The directors and supervisors of the Bank had no record of being subject to any civil judgements for conducting fraud, breach of responsibilitiesor other inappropriate behaviors against honesty.88 China Construction Bank Corporation annual report 2012
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Annual Report 2012China Constructio
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DEFINITIONSIn this annual report, u
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INTRODUCTIONHeadquartered in Beijin
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2 CORPORATE INFORMATIONLegal name a
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2 CORPORATE INFORMATIONForbes Ranke
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3 CHAIRMAN’S STATEMENTDear shareh
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4 PRESIDENT’S REPORTDear sharehol
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5 MANAGEMENT DISCUSSION AND ANALYSI
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14 UNAUDITED SUPPLEMENTARY FINANCIA
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15 ORGANISATIONAL STRUCTUREPublic R
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16 BRANCHES AND SUBSIDIARIESTier-on
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16 BRANCHES AND SUBSIDIARIESChongqi
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16 BRANCHES AND SUBSIDIARIESZhejian
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