BOCI ASIA LIMITED

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ADDENDUM Non-collateralised Structured Products Addendum to Base Listing Document relating to Structured Products to be issued by BOCI ASIA LIMITED BOCI ASIA LIMITED (Incorporated in Hong Kong with limited liability) Hong Kong Exchanges and Clearing Limited (“HKEX”), The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. This addendum includes particulars given in compliance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”) for the purpose of giving information with regard to us and our warrants (“Warrants”), callable bull/bear contracts (“CBBC”) and other structured products (together, the “Structured Products”) to be listed on the Stock Exchange from time to time. We accept full responsibility for the accuracy of the information contained in the base listing document dated 6 May 2016 (the “Base Listing Document”) and this addendum and confirm, having made all reasonable enquiries, that to the best of our knowledge and belief there are no other facts the omission of which would make any statement in the Base Listing Document and this addendum misleading. This addendum supplements and amends the Base Listing Document and should be read in conjunction with the Base Listing Document. Additional terms relating to each series of Structured Products will be set out in the relevant supplemental listing document (each a “Supplemental Listing Document”) which will be supplemental to, and should be read in conjunction with, the Base Listing Document and this addendum. The Structured Products involve derivatives. Investors should not invest in the Structured Products unless they fully understand and are willing to assume the risks associated with the Structured Products. Investors are warned that the price of the Structured Products may fall in value as rapidly as it may rise and holders may sustain a total loss of their investment. Prospective purchasers should therefore ensure that they understand the nature of the Structured Products and carefully study the risk factors set out in the Base Listing Document and the relevant Supplemental Listing Document and, when necessary, seek professional advice, before they invest in the Structured Products. The Structured Products constitute our general unsecured contractual obligations of us as the Issuer and of no other person and will rank equally among themselves and with all our other unsecured obligations (save for those obligations preferred by law) upon liquidation. If you purchase the Structured Products you are relying upon our creditworthiness and have no rights under the Structured Products against (a) the company which has issued the underlying Shares; (b) the trustee or the manager of the underlying unit trust; or (c) the index compiler of any underlying index or any other person. If we become insolvent or default on our obligations under the Structured Products, you may not be able to recover all or even part of the amount due under the Structured Products (if any). Addendum dated 30 September 2016

Transcript of BOCI ASIA LIMITED

Page 1: BOCI ASIA LIMITED

ADDENDUM

Non-collateralised Structured Products

Addendum to Base Listing Documentrelating to Structured Products to be issued by

BOCI ASIA LIMITED

BOCI ASIA LIMITED(Incorporated in Hong Kong with limited liability)

Hong Kong Exchanges and Clearing Limited (“HKEX”), The Stock Exchange of Hong Kong Limited(the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take noresponsibility for the contents of this document, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arising from orin reliance upon the whole or any part of the contents of this document.

This addendum includes particulars given in compliance with the Rules Governing the Listing ofSecurities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”) for the purpose ofgiving information with regard to us and our warrants (“Warrants”), callable bull/bear contracts(“CBBC”) and other structured products (together, the “Structured Products”) to be listed on theStock Exchange from time to time. We accept full responsibility for the accuracy of the informationcontained in the base listing document dated 6 May 2016 (the “Base Listing Document”) and thisaddendum and confirm, having made all reasonable enquiries, that to the best of our knowledge andbelief there are no other facts the omission of which would make any statement in the Base ListingDocument and this addendum misleading.

This addendum supplements and amends the Base Listing Document and should be read inconjunction with the Base Listing Document. Additional terms relating to each series of StructuredProducts will be set out in the relevant supplemental listing document (each a “Supplemental ListingDocument”) which will be supplemental to, and should be read in conjunction with, the Base ListingDocument and this addendum.

The Structured Products involve derivatives. Investors should not invest in the Structured Productsunless they fully understand and are willing to assume the risks associated with the StructuredProducts.

Investors are warned that the price of the Structured Products may fall in value as rapidly as it mayrise and holders may sustain a total loss of their investment. Prospective purchasers should thereforeensure that they understand the nature of the Structured Products and carefully study the riskfactors set out in the Base Listing Document and the relevant Supplemental Listing Document and,when necessary, seek professional advice, before they invest in the Structured Products.

The Structured Products constitute our general unsecured contractual obligations of us as the Issuerand of no other person and will rank equally among themselves and with all our other unsecuredobligations (save for those obligations preferred by law) upon liquidation. If you purchase theStructured Products you are relying upon our creditworthiness and have no rights under theStructured Products against (a) the company which has issued the underlying Shares; (b) the trusteeor the manager of the underlying unit trust; or (c) the index compiler of any underlying index or anyother person. If we become insolvent or default on our obligations under the Structured Products,you may not be able to recover all or even part of the amount due under the Structured Products(if any).

Addendum dated 30 September 2016

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IMPORTANT INFORMATION

What is this addendum about?

This addendum is for information purposes only and does not constitute an offer, an advertisement or aninvitation to the public to subscribe for or to acquire any Structured Products. You should read thisaddendum together with the Base Listing Document and the relevant Supplemental Listing Document,before deciding whether to invest in the Structured Products.

This addendum contains supplemental information about us and extracts of our unaudited interim financialinformation for the six month period ended 30 June 2016. This addendum is a supplement to the BaseListing Document.

Where can you inspect the relevant documents?

You may inspect copies of this addendum, Base Listing Document and the relevant Supplemental ListingDocument and other documents set out in the section headed “Where can you inspect copies of the relevantdocuments?” in the Base Listing Document (the “Listing Documents”) during usual business hours on anyweekday (Saturdays, Sundays and public holidays excepted) at 20/F., Bank of China Tower, 1 GardenRoad, Hong Kong.

閣下可於任何平日(星期六、日及公眾假期除外)正常營業時間內在香港花園道1號中銀大廈20字樓查閱本增編、基本上市文件及有關補充上市文件以及於基本上市文件「哪裡可查閱有關文件副本?」一節所列的其他文件(統稱「上市文件」)。

The Listing Documents are also available on the website of HKEX at www.hkexnews.hk.

上市文件亦可於香港交易所披露易網站 www.hkexnews.hk 查閱。

The Listing Documents are also available on our website at www.bocifp.com.

上市文件亦可於本公司的網站 www.bocifp.com 查閱。

Is the Issuer subject to any litigation?

Save as disclosed in the Listing Documents, we are not aware, to the best of our knowledge, of any claims,litigation or arbitration proceedings pending or threatened against us or that we are involved in, whichcould have (taking into consideration the amounts involved and the likelihood of success of suchproceedings), a material adverse effect in our ability to perform our obligations in the context of the issueof Warrants.

Has our financial position changed since last financial year-end?

Save as disclosed in the Listing Documents, there has been no material adverse change in our financialposition since 31 December 2015.

Is the Issuer regulated by the Hong Kong Monetary Authority referred to in Rule 15A.13(2) orthe Securities and Futures Commission referred to in Rule 15A.13(3)?

We are licensed for types 1 and 6 regulated activity by the SFC and are not regulated by any of the bodiesreferred to in Rule 15A.13(2) of the Listing Rules.

What are the Issuer’s credit ratings?

The Issuer has not been assigned any ratings by any credit rating agencies as at the date of this document.

The Warrants are not rated.

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TABLE OF CONTENTS

Page

SUPPLEMENTAL INFORMATION ABOUT US. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

EXTRACTS OF OUR INTERIM REPORT 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Back page

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SUPPLEMENTAL INFORMATION ABOUT US

The following director has been appointed after the publication of the Base Listing Document:

Mr. Ng Meng Hua has been appointed as a director of the Board of Directors of the Issuer with effect from22 July 2016.

The following director(s) has resigned after the publication of the Base Listing Document:

Madam Lu Ying has resigned as a director of the Board of Directors of the Issuer with effect from 11August 2016.

Mr. Yu Ka Fai has resigned as a director of the Board of Directors of the Issuer with effect from 1September 2016.

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EXTRACTS OF OUR INTERIM REPORT 2016

The information set out in this section below has been extracted from our Interim Report 2016 whichcontains the unaudited interim financial information of us and our subsidiaries for the six months ended30 June 2016. The page numbers above the page numbers of this document refer to the pages of ourInterim Report 2016.

The principal accounting policies and methods of computation used in the preparation of the unauditedinterim report are consistent with those used in our financial statements for the year ended 31 December2015.

Our Interim Report 2016 is available on our website at www.bocifp.com.

我們的2016年中期報告可於本公司網站 www.bocifp.com 查閱。

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CONDENSED CONSOLIDATED INCOME STATEMENTFOR THE SIX MONTHS ENDED 30 JUNE 2016

NoteUnaudited

Six months ended 30 June2016 2015HK$ HK$

Revenue 4a 1,083,797,351 1,960,666,947

Trading (loss)/gain, net 4b (116,803,718) 673,216,962

Other income 176,666,314 138,401,486

Total income 1,143,159,947 2,772,285,395- - - - - - - - - - - - - - - - - - - - - - - - - - - -

Commission and clearing expenses (278,555,935) (619,099,800)Staff costs (228,470,049) (235,545,263)Operating lease rental in respect of leased

premises (30,656,462) (29,948,856)Depreciation (176,644) (1,008,997)Information technology and communications

expenses (59,089,769) (63,550,390)Management fee to related companies (236,493,902) (189,328,107)Other operating expenses (42,659,909) (50,016,167)

(876,102,670) (1,188,497,580)- - - - - - - - - - - - - - - - - - - - - - - - - - - -

Finance costs (69,418,999) (137,125,601)- - - - - - - - - - - - - - - - - - - - - - - - - - - -

Profit before taxation 197,638,278 1,446,662,214

Income tax expense 5 (15,036,498) (218,004,330)

Profit after taxation for the period 182,601,780 1,228,657,884

Profit attributable to:Equity holders of the Company 182,601,780 1,228,657,884

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CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE SIX MONTHS ENDED 30 JUNE 2016

UnauditedSix months ended 30 June

2016 2015HK$ HK$

Profit after taxation for the period 182,601,780 1,228,657,884

Total comprehensive income for the period 182,601,780 1,228,657,884

Attributable to:Equity holders of the Company 182,601,780 1,228,657,884

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CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAT 30 JUNE 2016

Unaudited Audited30 June

201631 December

2015Note HK$ HK$

NON-CURRENT ASSETSPlant and equipment 6 86,099 262,744Intangible assets 49,715,218 49,715,218Available-for-sale financial assets 7 355,000 355,000Statutory deposits and other assets 133,216,909 121,951,471Deferred income tax assets 25,464,513 1,312,218

Total non-current assets 208,837,739 173,596,651- - - - - - - - - - - - - - - - - - - - - - - - - - - -

CURRENT ASSETSFinancial assets at fair value through

profit or loss 8 2,426,467,151 3,498,438,235Held-to-maturity financial assets 9 149,985,646 150,000,000Derivative financial instruments 10 205,115,609 140,222,052Loans and receivables 11 21,393,898,374 23,477,503,691Amounts due from the immediate holding

company 14 1,641,479,114 841,485,810Cash and balances with banks 12 9,841,741,960 9,166,621,194Taxation recoverable 32,753,778 26,559,972

Total current assets 35,691,441,632 37,300,830,954- - - - - - - - - - - - - - - - - - - - - - - - - - - -

CURRENT LIABILITIESBank loans and other borrowings-unsecured 430,005,301 –Subordinated loans from the immediate holding

company 14 2,500,000,000 2,500,000,000Amounts due to the immediate holding company 14 4,788,044,242 9,936,061,833Amounts due to fellow subsidiaries 13 1,364,903,072 2,811,535,109Amounts due to a related company 14 16,126,283 9,233,382Accounts and other payables 15 10,017,540,842 7,271,204,179Deposits from customers 16 8,518,703,854 7,325,959,586Derivative financial instruments 10 294,192,303 273,118,111Financial liabilities at fair value through

profit or loss 17 499,370,158 221,996,628Taxation payable 118,602,757 85,063,118

Total current liabilities 28,547,488,812 30,434,171,946- - - - - - - - - - - - - - - - - - - - - - - - - - - -

NET CURRENT ASSETS 7,143,952,820 6,866,659,008- - - - - - - - - - - - - - - - - - - - - - - - - - - -

TOTAL ASSETS LESS CURRENTLIABILITIES 7,352,790,559 7,040,255,659

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CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)AT 30 JUNE 2016

Unaudited Audited30 June

201631 December

2015Note HK$ HK$

TOTAL ASSETS LESS CURRENTLIABILITIES 7,352,790,559 7,040,255,659

- - - - - - - - - - - - - - - - - - - - - - - - - - - -

NON-CURRENT LIABILITIESAccounts and other payables 15 95,002,845 96,602,840Amounts due to the immediate holding company 14 334,975,865 203,442,750

Total non-current liabilities 429,978,710 300,045,590- - - - - - - - - - - - - - - - - - - - - - - - - - - -

Net assets 6,922,811,849 6,740,210,069

EQUITYCapital and reserves attributable to the Company’s

equity holdersShare capital 18 2,000,000,000 2,000,000,000Reserve for fair value change of available-for-

sale financial assets 15,000 15,000Retained earnings 4,922,796,849 4,740,195,069

Total equity 6,922,811,849 6,740,210,069

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BOCI ASIA LIMITED 中銀國際亞洲有限公司 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2016 Unaudited

Share capital

Reserve for fair value change of

available-for-sale financial assets

Retained earnings Total

HK$ HK$ HK$ HK$ Balance at 1 January 2016 2,000,000,000 15,000 4,740,195,069 6,740,210,069 Comprehensive income for the period - - 182,601,780 182,601,780 ────────── ────────── ────────── ─────────── Balance at 30 June 2016 2,000,000,000 15,000 4,922,796,849 6,922,811,849 ══════════ ══════════ ══════════ ═══════════ Balance at 1 January 2015 2,000,000,000 15,000 3,970,562,091 5,970,577,091 Comprehensive income for the period - - 1,228,657,884 1,228,657,884 ────────── ────────── ────────── ─────────── Balance at 30 June 2015 2,000,000,000 15,000 5,199,219,975 7,199,234,975 ══════════ ══════════ ══════════ ═══════════

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BOCI ASIA LIMITED 中銀國際亞洲有限公司 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW FOR THE SIX MONTHS ENDED 30 JUNE 2016 Unaudited

Six months ended 30 June 2016 2015 HK$ HK$ Net cash (outflow)/inflow from operating activities (875,068,777) 2,765,681,000 Net cash inflow/(outflow) from investing activities 43,049 (285,633,047) ─────────── ─────────── Net increase/(decrease) in cash and cash equivalents (875,025,728) 2,480,047,953 Cash and cash equivalents at 1 January 9,142,729,345 7,940,493,691 ─────────── ───────────Cash and cash equivalents at 30 June 8,267,703,617 10,420,541,644 ═══════════ ═══════════ Analysis of balance of cash and cash equivalents Bank and cash balance with original maturity within three months 8,267,703,617 10,420,541,644

═══════════ ═══════════

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BOCI ASIA LIMITED 中銀國際亞洲有限公司 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

1 Basis of preparation

The unaudited interim report of BOCI Asia Limited and its subsidiaries (“the Group”) is prepared in accordance with Hong Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).

2 Accounting policies The accounting policies and methods of computation used in the preparation of the unaudited interim report are consistent with those used in the Group’s consolidated financial statements for the year ended 31 December 2015 and should be read in conjunction with the Group’s consolidated financial statements for 2015.

3 Segment information

The operating business of BOC International Holdings Limited (“the BOCI Group”), the Group’s immediate holding company, are organized and managed separately according to the nature of the products and services provided, with each segment reporting a strategic business unit that offers different products. The Group’s operating business segment and structure follow that of the BOCI Group. Business segments have been used as a primary reporting format and no geographical segment analysis is presented as most of the Group’s major business activities and assets are conducted in Hong Kong. The main business segments of the Group are as follows:

Investment banking • Provides a wide range of securities origination services for issuerclients, including underwriting and placement of public andprivate equity, debt and related securities.

• Advises clients on mergers, acquisitions and restructurings.

Brokerage & wealth management

• Provides brokerage, and margin financing service to individual and institutional clients.

Fixed income & equity market • Facilitates client transactions and makes markets in securities,

derivatives, currencies, commodities and other financial instruments to satisfy client demands.

• Engages in principal and in proprietary trading activities.

Leveraged & structured finance • Provides structured financing and financial advisory services. Treasury and others • Provides central treasury services on behalf of Group

companies. Private banking • Provides a range of services for high net-worth individual

clients and corporate clients.

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BOCI ASIA LIMITED 中銀國際亞洲有限公司 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

3 Segment information (Continued) The Group’s segment results for six months ended 30 June 2016 are as follows:

Unaudited

Investments

banking

Brokerage & wealth

management Private

banking

Fixed income and

equity market

Leveraged &

structured finance

Treasury and others Elimination Total

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 Six months ended 30 June 2016

Total income – external 19,490 655,389 175,917 101,738 6,602 184,024 - 1,143,160Total income – inter-segment - - 7,577 - - 29,031 (36,608) -

Commission and clearing expense (4) (272,699) (5,650) (6) - (197) - (278,556)

Depreciation - (160) (10) (3) - (4) - (177)Other operating expenses (80,749) (196,950) (67,932) (27,382) 12,138 - (360,875)Finance costs – external - (2,321) (7,325) - - (59,774) - (69,420)Finance costs – inter-segment - - (29,031) - - (7,577) 36,608 -

──────── ─────── ─────── ─────── ─────── ─────── ─────── ───────Segment results (61,263) 183,259 73,546 74,347 6,602 157,641 - 434,132Unallocated cost (236,494) ───────Operating profits 197,638 ═══════ Six months ended 30 June 2015

Total income – external 73,939 2,227,050 324,907 107,446 9,926 47,017 - 2,790,285Total income – inter-segment - - 14,945 - - 55,429 (70,374) -

Commission and clearing expense (5) (612,041) (6,777) (30) - (247) - (619,100)

Depreciation (43) (921) (15) (25) - (5) - (1,009)Other operating expenses (69,657) (177,229) (88,177) (45,420) (6,421) 7,844 - (379,060)Finance costs – external - (3,382) (14,088) (5) (5) (119,646) - (137,126)Finance costs – inter-segment - - (54,538) - (891) (14,945) 70,374 -

──────── ─────── ─────── ─────── ─────── ─────── ─────── ───────Segment results 4,234 1,433,477 176,257 61,966 2,609 (24,553) - 1,653,990Unallocated cost (207,328) ───────Operating profits 1,446,662 ═══════

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BOCI ASIA LIMITED 中銀國際亞洲有限公司 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

4 Revenue and trading (loss)/gain, net

(a) Revenue

Unaudited Six month ended

30 June 2016 2015 HK$ HK$ Brokerage commission 526,265,152 1,290,209,395 Underwriting and placement commission 124,787,454 153,450,155 Corporate finance and loan syndication fees 100,438,134 45,857,399 Interest income from bank deposits and loans to

customers 321,243,203 444,202,217 Dividend income from listed equities held for trading 11,063,408 26,947,781 ─────────── ─────────── 1,083,797,351 1,960,666,947 ═══════════ ═══════════

(b) Trading (loss)/gain, net 2016 2015 HK$ HK$ Net realised/unrealised gain/(loss) on financial assets

and financial liabilities - Equity securities (337,894,211) 677,158,942 - Debt securities 93,602,925 126,596,231 - Derivative financial instruments 127,487,568 (130,538,211) ─────────── ─────────── (116,803,718) 673,216,962 ═══════════ ═══════════ 5 Income tax expense

Hong Kong profits tax has been provided at the rate of 16.5% (first half of 2015: 16.5%) on the estimated assessable profit for the first half of the years. The amount of taxation charged to the condensed consolidated income statement represents:

Unaudited Six months ended

30 June 2016 2015 HK$ HK$ Current income tax: - Hong Kong profits tax 39,188,793 217,304,216 - Overseas taxation - 942,034 Deferred income tax credit (24,152,295) (241,920) ───────── ───────── 15,036,498 218,004,330 ═════════ ═════════

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BOCI ASIA LIMITED 中銀國際亞洲有限公司 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

6 Plant and equipment

During the six months ended 30 June 2016, the Group did not spend (first half of 2015: Nil) on the acquisitions of plant and equipment.

7 Available-for-sale financial assets Unaudited

At 30 June 2016

Audited At 31 December

2015 HK$ HK$ Non-current assets, at fair value - Club debentures, unlisted 355,000 355,000 ══════════ ══════════ 8 Financial assets at fair value through profit or loss Unaudited Audited At 30 June

2016 At 31 December

2015 HK$ HK$ Trading securities, at fair value - Equity securities, listed in Hong Kong 2,426,467,151 3,498,438,235 ══════════ ══════════ 9 Held-to-maturity financial assets

Unaudited At 30 June

2016

AuditedAt 31 December

2015 HK$ HK$ Hong Kong Exchange Fund Bills, unlisted 149,985,646 150,000,000 ══════════ ══════════ Analysed by type of issuers as follows: Sovereigns 149,985,646 150,000,000 ══════════ ══════════

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BOCI ASIA LIMITED 中銀國際亞洲有限公司 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

10 Derivative financial instruments

The Group enters into the following equity and foreign exchange derivative financial instruments for trading and risk management purposes. The types of derivatives utilised by the Group are shown in the following table:

Derivatives Description

Forwards and futures

These instruments are contractual obligations to buy or sell financial instruments or commodities on a future date at a specified price. Forward contracts are tailor-made agreements that are transacted between counterparties in the over-the-counter (OTC) market, whereas futures are standardised contracts transacted on regulated exchanges.

Options Options are contractual agreements under which, typically, the seller (writer) grants the purchaser the right, but not the obligation, either to buy (call option) or to sell (put option) by or at a set date, a specified quantity of a financial instrument or commodity at a predetermined price. The purchaser pays a premium to the seller for this right. Options involving more complex payment structures are also transacted. Options may be traded OTC or on a regulated exchange, and may be traded in the form of a security (warrant).

Swaps These are transactions in which two parties exchange cash flows on a specified notional amount for a predetermined period. Most swaps are traded OTC. The major types of swap transactions undertaken by the Group are interest rate swaps, credit default swaps and equity swaps.

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BOCI ASIA LIMITED 中銀國際亞洲有限公司 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

10 Derivative financial instruments (Continued) The contract/notional amounts and fair values of derivative financial instruments held by the Group are set out in the following tables. The contract/notional amounts of these instruments indicate the volume of transactions outstanding at the balance sheet dates and certain of them provide a basis for comparison with fair value instruments recognised in the condensed consolidated statement of financial position. However, they do not necessarily indicate the amounts of future cash flows involved or the current fair values of the instruments and, therefore, do not indicate the Group’s exposure to credit or market risks. The derivative financial instruments become favourable (assets) or unfavourable (liabilities) as a result of fluctuations in market interest rates or foreign exchange rates relative to their terms. The aggregate fair values of derivative financial instruments assets and liabilities can fluctuate significantly from time to time.

Unaudited At 30 June 2016

Notionalamount Assets Liabilities

HK$’000 HK$ HK$ Exchange rate contracts 3,138,453 10,010,759 6,272,135 Equity contracts 10,628,898 195,104,850 287,920,168 ────────── ───────── 205,115,609 294,192,303 ══════════ ══════════ Audited

At 31 December 2015 Notional

amount Assets Liabilities HK$’000 HK$ HK$ Exchange rate contracts 6,115,513 16,713,266 17,579,755 Equity contracts 8,504,715 123,508,786 255,538,356 ────────── ────────── 140,222,052 273,118,111 ══════════ ══════════

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BOCI ASIA LIMITED 中銀國際亞洲有限公司 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

11 Loans and receivables

Unaudited Audited At 30 June

2016At 31 December

2015 HK$ HK$ Accounts receivable from dealing in securities 8,273,098,198 6,334,091,250 Accounts receivable from securities trading - 132,601 Loans to customers 12,987,405,199 16,916,298,469 Fees and commission receivable 79,224,093 70,633,251 Deposits, prepayments and other receivables 75,485,902 175,898,875 ─────────── ─────────── Gross 21,415,213,392 23,497,054,446 Impairment allowance (21,315,018) (19,550,755) ─────────── ─────────── 21,393,898,374 23,477,503,691 ═══════════ ═══════════

Loans to customers, which include receivables from margin clients of approximately HK$8,704 million (end of 2015: approximately HK$11,834 million), were secured by listed securities and a cash deposit. The Group is permitted to sell or re-pledge such collateral. The receivables have excluded the brokerage client monies maintained in the trust accounts with Hong Kong Futures Exchange Clearing Corporation Limited and the Stock Exchange Options Clearing House.

12 Cash and balances with banks Unaudited Audited At 30 June

2016At 31 December

2015 HK$ HK$ Cash at bank and in hand 2,511,266,245 3,011,541,543 Short-term bank deposits – with original maturity within three months 5,756,437,372 6,131,187,802 – with original maturity over three months 1,574,038,343 23,891,849 ─────────── ─────────── 9,841,741,960 9,166,621,194 ═══════════ ═══════════

The Group maintains trust accounts with authorised institutions and other financial institutions as part of its normal business transactions. At 30 June 2016, trust accounts with authorised institutions and other financial institutions not otherwise dealt with in the consolidated financial statements amounted to approximately HK$32,579 million (end of 2015: HK$35,780 million).

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BOCI ASIA LIMITED 中銀國際亞洲有限公司 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

13 Amounts due to fellow subsidiaries

Amounts due to fellow subsidiaries are non-interest bearing with carrying balances approximating their fair value. During the period, the Group has entered into securities borrowing and lending arrangements with a fellow subsidiary. Under securities borrowing and lending agreements, cash collateral was required for securities borrowed and lent respectively. No interest was charged on the collateral deposits received and placed. As at 30 June 2016, the Group has borrowed equity securities with market value of HK$601,378,481 (end of 2015: HK$339,989,805) from a fellow subsidiary and placed a cash collateral of HK$591,244,785 (end of 2015: HK$449,531,610) and lent equity securities with market value of HK$2,200,608,862 (end of 2015: HK$3,304,305,657) to a fellow subsidiary and received a cash collateral of HK$2,014,077,085 (end of 2015: HK$3,260,209,300).

14 Amounts due from/to the immediate holding company/a related company/subordinated loans from the immediate holding company Amounts due to the immediate holding company for daily administrative activities are unsecured, interest free and repayable upon demand. Amounts due from/ to the immediate holding company for cash management and general funding purpose are unsecured and bear prevailing market interest rate and repayable within 1 year. Amounts due to a related company are unsecured, interest-free and repayable upon demand with carrying balances approximating their fair value.

Subordinated loans were borrowed from the immediate holding company of HK$2,500,000,000 (end of 2015: HK$2,500,000,000), which are unsecured and bear interest at commercial interest rates. The loans were approved by the Hong Kong Securities and Futures Commission as subordinated loans for exclusion from ranking liabilities in accordance with section 53(2) of the Hong Kong Securities and Futures (Financial Resources) Rules in the computation of regulatory liquid capital.

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BOCI ASIA LIMITED 中銀國際亞洲有限公司 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

15 Accounts and other payables Unaudited Audited At 30 June

2016At 31 December

2015 HK$ HK$ Accounts payable from dealing in securities 9,200,458,516 6,611,645,653 Accounts payable from securities trading 339,285 454,627 Discretionary bonus payable 535,863,221 540,496,365 Others payables and accrued expenses 375,882,665 215,210,374 ─────────── ─────────── 10,112,543,687 7,367,807,019 ═══════════ ═══════════

The carrying amounts of accounts payable approximate their fair value. All accounts payables are non-interest bearing. Accounts payable represent amounts due to brokerage clients, brokers and clearing houses, and are due within one month. Accounts payable to clients exclude those payables placed in trust accounts with authorized institutions, Hong Kong Futures Exchange Corporation Limited and Stock Exchange Options Clearing House.

16 Deposits from customers

Majority of the deposits from customers are time, call and notice deposits and maturing within three months.

17 Financial liabilities at fair value through profit or loss Unaudited Audited At 30 June

2016 At 31 December

2015 HK$ HK$ Trading securities, at fair value - Equity securities, listed in Hong Kong 499,370,158 221,996,628 ═══════════ ═══════════

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BOCI ASIA LIMITED 中銀國際亞洲有限公司 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

18 Share capital Unaudited Audited At 30 June

2016 At 31 December

2015 HK$ HK$ Issued and fully paid: 200,000 (2015: 200,000) ordinary shares 2,000,000,000 2,000,000,000 ═══════════ ═══════════

19 Contingent liabilities and commitments

Commitments under operating leases

The Group had future aggregate minimum lease payments under non-cancelable operating leases as follows:

Unaudited Audited At 30 June

2016 At 31 December

2015 HK$ HK$ Land and buildings: Less than one year 31,556,442 32,335,230 Between one and five years 48,963,550 32,484,182 ───────── ───────── 80,519,992 64,819,412 ═════════ ═════════

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BOCI ASIA LIMITED 中銀國際亞洲有限公司 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

20 Material related-party transactions

Related parties are those parties that have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties can be individuals or other entities. During the period, save as disclosed in the above notes, the Group entered into various transactions with related parties. These transactions were conducted on normal commercial terms.

Summary of material transactions entered into during the ordinary course of business with fellow

subsidiaries and associates in BOCI Group and other subsidiaries of Bank of China Limited are as follows:

Unaudited Six months ended

30 June 2016 2015 Condensed consolidated income statement items: HK$’000 HK$’000 Interest income from bank deposits & others 55,912 61,314 Brokerage commission 201,215 511,430 Corporate finance and loan syndication fees 80,867 21,681 Other handling income 56,585 308 Underwriting and placement commission 78,205 22,624 Management fee income 52,436 33,515 Interest expense from loans and customer deposits (57,839) (105,883) Commission expenses arising from brokerage activities (69,366) (166,809) Management fee expense (236,494) (189,328) Operating lease rental in respect of leased premises (28,970) (27,317) ═════════ ═════════

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PARTIES

OUR REGISTERED OFFICE

BOCI Asia Limited

26/F, Bank of China Tower1 Garden Road

Hong Kong

LIQUIDITY PROVIDER AND AGENT

BOCI Securities Limited20/F, Bank of China Tower

1 Garden RoadHong Kong