SECURITIES AND EXCHANGE COMMISSION. Washington, D.C Form 6-K

Transcription

1 Total pages: 21 SECURITIES AND EXCHANGE COMMISSION Washington, D.C Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2001 H&CB (Translation of registrant s name into English) 36-3, Yoido-dong, Youngdeungpo-gu, Seoul, Korea (Address of principal executive office) (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) Form 20-F X Form 40-F (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes No X (If yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ) 1

2 Summary of the first quarter business report submitted to the Korean Financial Supervisory Commission and the Korea Stock Exchange Contents: Summary of the first quarter business report submitted to the Korean Financial Supervisory Commission and the Korea Stock Exchange History of the company Organization chart Employees Company s business group Market Share Deposits (Banking accounts) Operation status Deposits Deposit Average deposit per domestic branch Average deposit per employee Loans Loan s Loan s as of March 31, 2001 by remaining maturities Loans by uses (banking account) Loan to deposit ratio by average Acceptances and guarantees Securities investment Trust account Other details relevant for investment decision

3 7.1 BIS risk-adjusted capital ratios Non-performing loans (NPL) Loan loss allowances Stocks Treasury stocks Stock options Dividends Dividend related items of recent 3 years Weighted average number of common shares calculation Operating results of affiliates Financial Statements in accordance with generally accepted accounting principles in the Republic of Korea

4 1. History of the company July 10, 1967 January 4, 1969 September 15, 1969 March 2, 1973 July 20, 1981 June 1, 1984 January 4, 1988 January 15, 1988 February 18, 1989 March 13, 1993 March 7, 1996 December 3, 1996 July 15, 1997 August 30, 1997 December 24, 1997 April 23, 1998 June 29, 1998 December 29, 1998 July 15, 1999 October 23, 1999 November 15, 1999 Established by the Korean Government under the name of The Korea Housing Finance Corporation with paid-in capital of 5.5 billion Became the Korea Housing Bank under the Korea Housing Bank Act Began issuing Housing Lottery tickets Began issuing National Housing Bonds The National Housing Fund separated from Korea Housing Bank and the bank appointed as administrator Entered the credit card business Housing Finance Credit Guarantee Fund established and the bank appointed as administrator Began international banking business Began banking trust business Established Jooeun Industrial Co., Ltd. Completed initial public offering in Korea and listed shares on the Korea Stock Exchange Established Jooeun Real Estate Trust Co., Ltd Issued US$150 million in new global depositary shares and listed US$150 million in government shares as GDSs, taking paid-in capital to billion The Korea Housing Bank Act repealed Increased paid-in capital to billion by issuing new shares Increased paid-in capital to billion by issuing new shares Acquired majority of the performing assets and most of the liabilities of Dong Nam Bank Issued billion of preferred shares to Korea Deposit Insurance Corporation Entered into strategic alliance with ING Group N.V.; incresaed total paid-in capital to billion Established Jooeun Credit Information Co., Ltd Established New Branch Business System. 4

5 April 14, 2000 October 3, 2000 December 22, 2000 April 23, 2001 Established Pacific Ventures (a venture capital investment company) Listed on the New York Stock Exchange under the symbol of HCB; outstanding global depositary shares (GDSs) converted into American depositary shares (ADSs) Signed memorandum of understanding for a merger with Kookmin Bank Signed merger agreement with Kookmin Bank 5

6 2. Organization chart General Shareholder s meeting (5Divisions, 8BUs, 1Dept., 54Teams) Steering of the Board Managerial Strategy Risk Management Board of Directors Auditing Committee Auditing Compensation Secretariat CEO Compliance Officer Compliance Management Committee Risk Mgnt. Committee Loan Committee HR Develop. Committee H R Financial Planning (Financial Planning, Accounting, Treasury, PR, IR, Performance Mgnt Biz) Strategic Planning (Strategic Planning, Knowledge Mgnt.) Risk Mgnt (Risk Mgnt, Credit Risk Mgnt, Loan Reiew) Shared Services (Personnel, Labor Relations, Education & Training, Facilities Support, General Affairs, Legal, Security Control) Information Technology (Info. Planning/Develpt./ Operation, System Support, Info. Mgnt,) Marketing Individual Consumer Banking Credit Card Corporate Banking Workout Banking Trust Nat l Housing Fund Mgnt New Economy Sales Promotion. Investment Trust. Branch Planning. Call Center. SSP. Mutual Fund. Marketing. CRM. Deposit. Loan. Individual Loan Mgnt. Credit Card Operation. Credit Card Marketing. Domestic Corp. Banking. Credit Policy Team Credit Analysis. Int l banking. Int l Operation. Asset Securitization. Loan Mgnt. Workout Promotion. Banking Trust. Trust Business. NHF. Lottery. Subscription Info. Internet. Electronic banking. Personal Biz Dept. Regional HQ Corporate Banking Br. RM Team Overseas Br. Corp. Biz Dept. Branch Processing Ctr. 6

7 3. Employees Number of Employees Ordinary Others Total Average tenure (1) Total Payment for the quarter (1)(4) (millions of Won) (As of March 31, 2001) Men 6, , ,379 3,596 Women 2,432 2,668 5, ,038 2,792 Total 8,844 3,497 12, ,417 2,958 Average Payment Per Person per month (thousands of Won) (2) Note: (1) We excluded employees in the Others category in calculating the average tenure and total payment for the quarter. (2) The average payment per man is the estimated standard pay for a man of 12 years' tenure, and the average payment per woman is the estimated standard pay for a woman of 9 years' tenure. The average payment per person is the estimated standard pay for an employee of 11 years' tenure. (3) Others consist of specialists, part-time workers, and other contractors. (4) Total payment for the quarter is the salary paid to March 31, 2000, including employee benefits paid as salary. 7

8 4. Company s business group H&CB is the parent corporation of the following corporations (ownership ratio is shown in parentheses): H&CB Finance Ltd. (100%) Jooeun Industrial Co., Ltd. (99.99%) Jooeun Real Estate Trust Co., Ltd. (99.99%) Frontier Investment Co., Ltd. (formerly, Pacific Ventures Co., Ltd.) (99.99%) Jooeun Leasing Co., Ltd. (85.43%) Jooeun Investment Trust Management Co., Ltd. (80.0%) Jooeun Credit Information Co., Ltd. (50%) ING Life Korea Co., Ltd. (20.0%). Jooeun Leasing Co., Ltd is listed on KOSDAQ. 8

9 5. Market Share 5.1 Deposits (Banking accounts) (Units: 100 millions of Won, %) Mar. 31, 2001 Dec. 31, 2000 Dec Amount % Amount % Amount % H&CB 473, , , Kookmin 576, , , Hanvit 413, , , CHB 306, , , Shinhan 252, , , Hana 251, , , Koram 169, , , KEB 208, , , KFB 154, , , Total 2,806, ,869, ,223, Note: (1) Deposit includes deposit in Won, and certificate of deposit. (2) The numbers shown above are closing s of our major competitors. 9

10 6. Operation status 6.1 Deposits Deposit Mar. 31, 2001 Dec. 31, 2000 Dec. 31, 1999 Average Ending Average Ending Average Ending Deposits Demand deposits 28,713 31,756 26,083 28,369 18,743 25,333 in Won Time & savings 392, , , , , ,671 deposits Mutual installment deposits 48,728 48,853 44,631 46,283 49,538 48,392 Certificates of 5,611 8, , deposits Sub-total 475, , , , , ,809 Deposits in foreign currency 3,395 3,699 1,961 2,691 1,505 1,174 Trust Money trust 64,336 66,500 71,599 61, ,183 82,791 deposits Non-money trust Sub-total 64,336 66,500 71,599 61, ,183 82,791 Total 543, , , , , , Average deposit per domestic branch Mar. 31, 2001 Dec. 31, 2000 Dec. 31, 1999 Deposits 1, Deposits in Won 1, Note: There were 544 domestic branches at March 31, Average deposit per employee Dec. 31, 2000 Dec. 31, 1999 Dec. 31, 1998 Deposits Deposits in Won Note There were 8,844 employees at March 31,

11 6.2 Loans Loan s Mar. 31, 2001 Dec. 31, 2000 Dec. 31, 1999 Average Ending Average Ending Average Ending Loans in Won 406, , , , , ,907 Loans in foreign currency (1) 12,819 13,238 11,237 12,993 12,485 10,748 Advances to customers Sub-total 419, , , , , ,508 Trust loans 18,903 17,553 25,375 19,801 32,227 31,400 Total 438, , , , , ,908 Note: (1) Loans in foreign currency include domestic loans in foreign currency, off-shore loan in foreign currency and domestic import usance bills Loan s as of March 31, 2001 by remaining maturities Less than 1 year More than 1 year~less than 3 years More than 3 years~less than 5 years More than 5 years Won 146, ,685 41,459 97, ,628 Foreign currency 6,968 1, ,697 13, Loans by uses (banking account) Total Mar. 31, 2001 Dec Dec Loans to enterprises Loans for operations 64,234 61,556 36,603 Loans for equipment 2,193 2,298 2,115 Loans to households 127, ,637 60,696 Loans to public Loans for operations 3,724 4,389 2,287 sector & others Loans for equipment Loans on property formation savings Loans for housing (1) 214, , ,120 Total 412, , ,907 Note: (1) Housing loans includes corporate, household, and public sectors 11

12 6.2.4 Loan to deposit ratio by average (Unit: 100 millions of Won, %) Mar. 31, 2001 Dec. 31, 2000 Dec Loans and discounts (A) (1) 438, , ,027 Deposits and others (B) (2) 543, , ,587 Ratio (A/B) % % % Note: (1) Loans and discounts include loans in banking and trust accounts (2) Deposits and others include deposits in banking and trust accounts 6.3 Acceptances and guarantees Mar. 31, 2001 Dec. 31, 2000 Dec Won Foreign currencies 7,689 6,691 4,763 Total 8,201 7,183 5, Securities investment (Banking account) Securities in Won Monetary stabilization bonds Government and public bonds Mar. 31, 2001 Dec Dec Average Ending Average Ending Average Ending 7,029 5,724 18,114 9,233 31,245 12,809 8,068 7,507 17,457 8,843 13,481 21,875 Debentures 42,415 42,349 44,771 42,706 29,583 39,868 Stocks 3,047 3,891 4,931 2,902 3,045 3,962 Others 49,080 50,698 23,634 39,880 17,762 17,216 Sub-total 109, , , ,564 95,116 95,730 (Trust account) Monetary 5,606 6,885 7,375 4,519 5,582 7,418 Securities in stabilization Won bonds Government and public bonds 4,030 4,358 3,274 3,719 2,299 3,791 Debentures 23,454 26,020 16,862 20,371 12,460 18,944 Stocks 2,576 2,341 2,419 2, Others 13,097 13,329 20,756 12,459 52,092 22,525 Sub-total 48,763 52,933 50,686 43,688 72,710 53,086 Foreign Foreign 2,049 2, , currency securities Off-shore foreign securities Sub-total 2,148 2,709 1,080 1,848 1, Total 160, , , , , ,781 12

13 6.5 Trust account Total amount trusted Mar. 31, 2001 Dec. 31, 2000 Dec. 31, 1999 Trust fees Total Trust fees Total Trust fees amount amount trusted trusted ,400 - Guaranteed rate of return trust Non-guaranteed 66, , , trust Total 66, , ,

14 7. Other details relevant for investment decision 7.1 BIS risk-adjusted capital ratios Mar. 31, 2001 Dec. 31, 2000 Dec. 31, 1999 Risk-adjusted capital (A) 40,226 37,803 30,373 Risk-weighted assets (B) 407, , ,712 BIS ratios (A/B) 9.87% 9.92% 11.74% 7.2 Non-performing loans (NPL) Mar. 31, 2001 Dec. 31, 2000 Dec. 31, 1999 Balance of NPL NPL to total loan Balance of NPL NPL to total loan Balance of NPL NPL to total loan (Unit: 100 millions of Won, %) Change (from Dec. 31, 2000 to Mar. 31, 2001) Balance of NPL NPL to total loan 15, % 14, % 18, % 1, % 7.3 Loan loss allowances Loan loss allowance (1) Domestic Overseas (Unit: 100 millions of Won, %) Mar. 31, 2001 Dec. 31, 2000 Dec. 31, 1999 General 11,838 11,837 15,005 Special Sub-total 11,838 11,837 15,005 General Special Sub-total Total 11,857 11,857 15,062 Write-offs 667 4,438 1,301 Note: (1) Loan loss allowances include allowances for possible losses of loans, acceptances and guarantees in banking accounts 14

15 8. Stocks 8.1 Treasury stocks Date of Repurchase Type of shares Number of shares Amount paid Jan. 31, 2000 Non-cumulative and 17,790,000 88,950 Non-participating redeemable preferred shares Feb. 1, 2000 Non-cumulative and 23,720, ,600 Non-participating redeemable preferred shares Total 41,510, ,550 Note: (1) The treasury stocks were repurchased from Korea Depositary Insurance Corporation. The remaining repurchasable preferred shares are 17,790,000 shares. 8.2 Stock options Date of grant Grantee Number of shares Exercise Price (Won) (As of December 31, 2000) Expiration date Oct. 21, 1998 CEO 300,000 5,000 (1) Oct. 31, 2004 Feb. 27, 1999 Directors and 280,000 13,900 Feb. 27, 2005 employees Feb. 28, 2000 Directors and employees 267,000 27,600 Feb. 28, 2006 Mar. 24, 2001 Directors and employees 111,000 25,100 Mar. 24, 2007 Note: 958,000 (1) CEO will also have the option to purchase an additional 100,000 shares at an exercise price of (Won) 5,000 per share if the average closing price of our stock between August 1, 2001 and October 31, 2001 (or during the three months prior to his resignation if he resigns before August 2001) is higher than the stock prices of any other bank listed on the Korea Stock Exchange. 15

16 9. Dividends 9.1 Dividend related items of recent 3 years (Unit: Won, %) Net income for the period (millions of Won) 523, , ,356 Earnings per share 4,795 4,824-3,569 Total dividends amount (millions of Won) 71,780 67,411 - Dividend payout ratio Dividends Common shares per Preferred shares Dividends per Dividend yield ratio Net asset value per common share 22,505 19,177 9,415 Ordinary income per common share 4,795 4,824-3, Weighted average number of common shares calculation (Unit: Won, %) Number of Number of days Accumulated shares shares Dec. 31, ,147, ,288,086,382 Stock dividend 9,914, (1) 3,628,808, ,062,554-39,916,894,764 Note (1) New shares for stock dividends are regarded as issued in the beginning of

17 10. Operating results of affiliates (Unit: millions of Won) Industry Company Name Date of Initial Accounting results of the latest fiscal year Investment Closing date Total Assets Total Liabilities Total Equities Capital Stock Sales Net income Investment trust Jooeun Investment Dec. 8, 1992 Mar. 31, ,431 Trust Management Co., Ltd Leasing Jooeun Leasing May 8, 1991 Mar. 31, , ,585 25,713 99,257 76,195 1,868 Co., Ltd Construction Jooeun industrial Mar. 12, 1993 Dec. 31, , ,638-6,686 10,000 47,716-21,275 Co., Ltd Trust Jooeun Real Estate Nov. 30, 1996 Dec. 31, , ,147 5,957 10,000 43,568-15,581 Trust Co., Ltd Credit Jooeun Credit Oct. 9, 1999 Dec. 31, ,595 4,445 8,150 3,000 28,630 5,176 information Information Co., Ltd Banking H&CB Finance Co. Dec. 15, 1998 Dec. 31, ,346 88,336 48,010 25,194 33,397 14,721 Ltd. Insurance ING Life Insurance Jan. 11, 2000 Mar. 31, , ,937 29,309 50, ,553 2,962 Co., Ltd Venture Capital Frontier Investment, Co., Ltd Apr. 14, 2000 Dec. 31, , ,620 20, ,380 17

18 11. Financial Statements in accordance with generally accepted accounting principles in the Republic of Korea NON-CONSOLIDATED BALANCE SHEETS as of March 31, 2001 and 2000 ASSETS In Millions of Korean Won Cash and due from banks 3,312,723 3,075,443 Trading securities 3,200,772 2,235,295 Investment securities 8,086,993 9,092,687 Loans 46,258,927 34,467,092 (Loan loss allowance) (1,183,374) (1,275,685) (Loan loss allowance) (55,957) (88,292) Premises and equipment, net 872, ,363 Other assets 1,714,269 3,452,009 Total assets 63,445,719 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits 47,759,844 38,179,687 Borrowings 4,294,010 4,025,103 Debentures 3,667,313 2,390,017 Other liabilities 4,960,946 6,451,720 Total liabilities 60,682,113 51,046,527 Shareholders' equity: Common stock 599, ,313 Preferred stock 296, ,500 Capital surplus 777, ,146 Retained earnings 1,206, ,172 Capital adjustments (116,151) (183,769) Total shareholders' equity 2,763,606 2,135,362 Total liabilities and shareholders' equity 63,445,719 53,181,889 18

19 NON-CONSOLIDATED INCOME STATEMENTS for the years ended March 31, 2000 and 1999 In Millions of Korean Won Interest income: Interest on due from banks 14,496 16,206 Interest on trading securities 7 43,081 Interest on investment securities 143, ,195 Interest on loans 1,133, ,766 Other interest income 8,806 1,270 1,300,024 1,073,518 Interest expense: Interest on deposits 772, ,981 Interest on borrowings 48,931 52,864 Interest on debentures 72,839 60,616 Other interest expenses 8,250 3, , ,106 Net interest income 397, ,412 Provision for loan losses 167,668 29,478 Net interest income after provision for loan losses 230, ,934 Non-interest revenue: Fees and commissions on credit cards 172,955 76,182 Other fees and commissions 84,052 66,497 Dividends on trading securities - 41 Dividends on investment securities Other 178, , , ,738 Non-interest expense: Fees and commissions 23,559 13,503 General and administrative expenses 244, ,796 Other 119, , , ,805 Operating income 278, ,867 Non-operating gains, net 44,203 47,255 19

20 In Millions of Korean Won Income before income tax expenses 322, ,122 Income tax expenses 99,238 77,654 Net income 223, ,468 20

21 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. H&CB (Registrant) Date: May 17, 2001 By: Je-Hyung Jo (Signature) Name: Title: Je-Hyung Jo EVP & Chief Financial Officer 21