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Annual Report Shipping Capacity of 33.66 Million DWT, Being The Important Notice The Board of Directors, the Supervisory Committee, the Directors, Supervisors and Senior Management of the Company declare that there are no false information, misleading statements or material omissions in this report, and collectively and individually accept full responsibility for the truthfulness, accuracy and completeness of the information contained herein. All directors of the Company attended the meeting. RSM China Certified Public Accountants, LLP. and PricewaterhouseCoopers have issued standard and unqualified auditors’ reports for the Company. A global leading shipping and logistics services supplier Authorised Persons Mr. Wei Jiafu, Chairman and Mr. Jiang Lijun, the Executive Director and President Person in charge of accounting work Mr. Feng Jinhua, Chief Financial Officer Accounting Supervisor Mr. Tang Runjiang, General Manager of the Finance Department Mr. Wei Jiafu (Chairman), Mr. Jiang Lijun (Executive Director and President), Mr. Feng Jinhua who is in charge of accounting work (Chief Financial Officer) and Mr. Tang Runjiang (General Manager of the Finance Department) declare that they confirm the truthfulness and completeness of the financial reports in this report. Is there any occupancy of non-operating funds by controlling shareholders or its related parties? No. Is there any guarantees provided to a third-party in violation of stipulated procedures? No. Contents Inside Cover Important Notice 4 Company’s Basic Information 11 Chairman’s Statement 15 Summary of Accounting Data 17 Changes in Equity and Shareholders Information 24 Directors, Supervisors, Senior Management 36 Management Discussion and Analysis 60 Corporate Governance Report 107 Description of General Meetings 108 Directors’ Report 137 Material Litigations 138 Report of Supervisory Committee Independent Auditor’s Report 142 Consolidated Balance Sheet 143 Balance Sheet 145 Consolidated Income Statement 146 Consolidated Statement of Comprehensive Income 147 Consolidated Statement of Changes in Equity 148 Consolidated Cash Flow Statement 152 Notes to the Consolidated Financial Statements 154 Five Year Financial Summary 304 Company’s Basic Information (1) Company Profile China COSCO Holdings Company Limited (“China The Group operates its terminal business through COSCO” or the “Company”, together with its COSCO Pacific Limited (“COSCO Pacific”, a company subsidiaries, the “Group”) was established in the listed on the Main Board of The Stock Exchange of People’s Republic of China (the “PRC”) on 3 March Hong Kong Limited (“Stock Exchange”), Stock Code: 2005, and is the capital platform of China Ocean 1199), in which the Company owns approximately Shipping (Group) Company (“COSCO”, together with its 42.71% equity interests. As at 31 December 2011, subsidiaries, the “COSCO Group”). The Company COSCO Pacific had operated 93 berths in 18 ports in provides a wide range of services including container the world, ranking fifth in the world. shipping, dry bulk shipping, logistics, terminals and The Group operates its container leasing business container leasing services covering the whole shipping through Florens Container Holdings Limited (“Florens”), value chain for both international and domestic a subsidiary of COSCO Pacific. As at 31 December customers through its various subsidiaries. 2011, Florens owned and managed a container fleet of The Group operates its container shipping and related 1,777,792 TEUs. The container leasing business businesses through COSCO Container Lines Company accounted for approximately 12.5% of the global Limited (“COSCON”), its wholly-owned subsidiary. As at market share, ranking third in the world. 31 December 2011, COSCON operates a fleet of 157 In addition, the Company is also engaged in the vessels in aggregate, totaling 667,970 TEUs, which container manufacturing business through COSCO calls at 159 ports in 48 countries and regions across Pacific’s associate China International Marine the world, and operates on 76 international routes, 10 Containers (Group) Co., Ltd. (“CIMC”), in which international feeder service routes, 21 PRC coastal COSCO Pacific holds 21.8% equity interest as at 31 service routes and 67 Pearl River Delta and Yangtze December 2011. CIMC is currently the world’s largest River feeder service routes. COSCON has an extensive container manufacturer, accounting for approximately sales and services network across the world. As at 31 50% of the market share. December 2011, COSCON owned over 400 sales and service points in the PRC and overseas. These global Being the capital platform of COSCO and leveraging its route networks and sales and service networks have extensive market experience and global advantages, enabled the Group to provide quality door-to-door the Group, which is based in the PRC and has global 4 services to its customers. market coverage, continues to enhance its integrated shipping capabilities and expand its logistics services The Group operates its dry bulk cargo shipping 2011 coverage so as to become the leading shipping and business through China COSCO Bulk Shipping (Group) logistics supplier in the world. Co., Ltd.. As at 31 December 2011, China COSCO operated 372 dry bulk cargo vessels, with a total Annual Report shipping capacity of 33.66 million DWT, being the world’s largest dry bulk cargo fleet. The Group provides integrated logistics services (including third party logistics shipping agency and freight forwarding) through COSCO Logistics Co., Ltd. (“COSCO Logistics”). COSCO Logistics has established over 400 branch offices in 29 provinces, municipalities and autonomous regions in the PRC, Hong Kong and overseas. China COSCO Holdings Company Limited Company’s Basic Information (2) Company’s Information Legal Chinese name 中國遠洋控股股份有限公司 Legal Chinese name abbreviation 中國遠洋 Legal English name China COSCO Holdings Company Limited Legal English name abbreviation China COSCO Legal representative WEI Jiafu (3) Contact Persons and Methods Secretary to Board of Directors Representative of securities affairs Name GUO Huawei LIANG Hong, MING Dong Contact address 3rd Floor, No.1 Tongda Square, 3rd Floor, No.1 Tongda Square, Tianjin Port Free Trade Zone, Tianjin Port Free Trade Zone, Tianjin, the PRC Tianjin, the PRC 5 Telephone (022) 66270898 (022) 66270898 China COSCO Holdings Company Limited Facsimile (022) 66270899 (022) 66270899 E-mail [email protected] [email protected]; [email protected] Annual Report 2011 Company’s Basic Information (4) Basic Profile Registered address 3rd Floor, No.1 Tongda Square, Tianjin Port Free Trade Zone, Tianjin, the PRC Postal code 300461 Place of business 3rd Floor, No.1 Tongda Square, Tianjin Port Free Trade Zone, Tianjin, the PRC Postal code 300461 Company’s website www.chinacosco.com Company’s email [email protected] (5) Information Disclosure and Place of Collection Designated newspapers for Shanghai Securities News, China Securities Journal, Securities Times disclosure of the Company’s information 6 Website designated by the www.sse.com.cn (Website for publishing China Securities Regulatory the H share Annual Report: www.hkexnews.hk) Commission for publishing 2011 the annual report Place of collection of annual report 3rd Floor, No.1 Tongda Square, Tianjin Port Free Trade Zone, Tianjin, the PRC Annual Report China COSCO Holdings Company Limited Company’s Basic Information (6) Shares in the Company Shares in the Company Type of share Place of listing Share abbreviation Stock code A share Shanghai Stock Exchange China COSCO 601919 H share Hong Kong Stock Exchange China COSCO 1919 7 China COSCO Holdings Company Limited Annual Report 2011 Company’s Basic Information (7) Other Information Initial date of registration 3 March 2005 Initial place of registration 12th Floor, COSCO Plaza, 158 Fuxingmennei Avenue, Beijing, the PRC First change Date of registration for 5 January 2007 subsequent change Place of registration for 3rd Floor, No.1 Tongda Square, subsequent change Tianjin Port Free Trade Zone, Tianjin, the PRC Business registration number 100000400011790 Taxation registration number Jin Di Shui Zi No.120116710933243 Entity number 710933243 Auditors engaged by the Company RSM China Certified Public Accountants, LLP. and PricewaterhouseCoopers Address of auditors 8th-9th Floor, Block A, Corporation Building, 35 Finance Street, Xicheng District, Beijing and 22nd Floor, Prince’s Building, Central, Hong Kong Other information Place of business in Hong Kong 49/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong Major bankers Bank of China, Industrial and Commercial Bank of China, China Merchants Bank Legal advisers 8 As to Hong Kong law Paul Hastings 2011 22/F, Bank of China Tower, 1 Garden Road, Hong Kong As to PRC law Commerce and Finance Law Offices Annual Report 6th Floor, NCI Tower, A12 Jianguomenwai Avenue, Beijing Domestic A share registrar and transfer office China Securities Depository and Clearing Corporation Limited, Shanghai Branch 36th Floor, China Insurance Building,166 Luijiazui Road East, Pudong New District, Shanghai Hong Kong H share registrar and transfer office Computershare Hong Kong Investor Services Limited Rooms 1806-1807, 18th Floor, Hopewell Centre, China COSCO Holdings Company Limited 183 Queen’s Road East, Wanchai, Hong Kong Company’s Basic Information (8) Major Events in 2011 January China COSCO was awarded “Social Responsibility Award for Listed Companies” (上市公司 社會責任獎) in the “Responsible China” organized by the People’s Daily Online. March China COSCO was ranked first among the companies
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