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Annual Report 2012

Annual Report 2012

Annual Report 2012

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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 <strong>2012</strong>, 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 <strong>2012</strong>, 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 <strong>2012</strong>, 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 <strong>2012</strong>, 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 <strong>2012</strong>

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