2016 Annual Report 2016 Annual Report China Railway Construction Corporation Limited∣Annual Report 2016
Total Page:16
File Type:pdf, Size:1020Kb
(A joint stock limited company incorporated in People's Republic of China with limited liability) Stock Code: 1186 2016 Annual Report 2016 Annual Report Annual 2016 China Railway Construction Corporation Limited∣Annual Report 2016 Important Notice I. The Board and the Supervisory Committee of the Company and the directors, supervisors and members of the senior management warrant the truthfulness, accuracy and completeness of the contents herein and confirm that there are no misrepresentations or misleading statements contained in, or material omissions from, this report, and accept several and joint legal responsibilities. II. All the directors of the Company attended the Board meeting. III. Ernst & Young Hua Ming LLP has issued a standard unqualified auditor’s report for the Company. IV. MENG Fengchao, chairman of the Company, WANG Xiuming, CFO, and CAO Xirui, Head of the Finance Department (person in charge of accounting), warrant the truthfulness, accuracy and completeness of the financial report contained in this annual report. V. Profit distribution plan or reserves-to-equity transfer plan during the Reporting Period upon deliberation at the board meeting According to the audited financial report of the Company for the year 2016, the undistributed profit of the parent company at the beginning of 2016 was RMB8,461,070,731.41. After adding the net profit realized by the parent company of RMB2,738,962,914.38 during the year and deducting the cash dividends for the year 2015 of RMB2,036,931,225.00, at the end of this year, the distributable profit of the parent company was RMB9,163,102,420.79. According to the Company Law and the Articles of Association of the Company, the distributable profit of the parent company for the year 2016 shall be distributed in the order as follows: the distributable profit of the parent company for the year was RMB8,889,206,129.35, after the statutory surplus reserve fund of RMB273,896,291.44 withdrawn based on a 10% of net profit of the parent company realised for the year 2016; After the statutory surplus reserve withdrawn, the the profit to be attributed to the shareholders by the parent company in 2016 was 8,889,206,129.35; A cash dividend of RMB0.16 (tax inclusive) per share will be distributed, based on the total issued share capital of 13,579,541,500 shares as at 31 December 2016, totalling RMB2,172,726,640.00. Upon such distribution, the undistributed profit of the parent company will amount to RMB6,716,479,489.35, which will be carried forward to the next year. VI. Disclaimer of forward-looking statements ✔ Applicable Not Applicable Forward-looking statements, including future plan and development strategy, contained in this report do not constitute substantive commitments to investors by the Company. Investors and related persons shall maintain a sufficient awareness of the risks therefrom and gain an understanding of the differences among plans, projection and undertakings. Investors should be reminded of such investment risks. VII. Whether the controlling shareholder of the Company or its associates has misappropriated the Company’s funds for purposes other than for business? No VIII. Whether the Company has provided external guarantees in violation of any prescribed decision-making procedures? No IX. Inform of important Risks ✔ Applicable Not Applicable The main risks the Company may encounter are investment risk, safety and quality risk, overseas risk, project management risk and account receivables risk. Please refer to the contents of the potential risks and countermeasures in “III Discussion and Analysis of the Company’s Future Development” in “(IV) Potential Risks” under “Section V Discussion and Analysis on Business Operations (Report of Directors)”, and investors should be reminded of such risks. X. Others ✔ Applicable Not Applicable The 2016 financial report of the Company was prepared according to the Accounting Standards for Business Enterprises issued by the Ministry of Finance and the related provisions (hereinafter “PRC GAAP Standards”). The reporting currency is RMB, unless otherwise specified. The contents of this annual report are in compliance with all the requirements in relation to information to be disclosed in annual report under the SSE Listing Rules and the Stock Exchange Listing Rules. In addition, this annual report will be simultaneously published in Mainland China and Hong Kong. Should there be any discrepancies between the Chinese and English versions, the Chinese version shall prevail. 1 Contents Section I Definitions . 2 Section II Basic Corporate Information and Key Financial Indicators . 4 Section III Chairman’s Statement . 12 Section IV Summary of the Company’s Businesses . 14 Section V Discussion and Analysis on Business Operations (Report of Directors) . 20 Section VI Significant Events . 74 Section VII Changes in Ordinary Shares and Particulars of Shareholders . 122 Section VIII Particulars of Preference Shares . 133 Section IX Directors, Supervisors, Senior Management and Staff . 134 Section X Corporate Governance (Corporate Governance Report) . 150 Section XI Report on Environmental, Social and Governance . 177 Section XII Particulars of Corporate Bonds . 184 Section XIII Financial Reports . 188 Section XIV Five Years’ Financial Summary . 422 Section XV Documents for Inspection . 424 2 China Railway Construction Corporation Limited∣Annual Report 2016 Section I Definitions I. DEFINITIONS Unless otherwise stated in context, the following terms should have the following meanings in this report: Definition of frequently used terms “The Company” or “CRCC” China Railway Construction Corporation Limited “Group” China Railway Construction Corporation Limited and its wholly-owned and non wholly-owned subsidiaries “Controlling Shareholder”, “CRCCG” or China Railway Construction Corporation “the parent company” “General Meeting” a general meeting of China Railway Construction Corporation Limited “Board” the board of directors of China Railway Construction Corporation Limited “Independent director” a person who assumes no duties in the Company except the duty of director, and has no relation with the Company and its substantial shareholders which could hinder his independent and objective judgments “Supervisory Committee” the supervisory committee of China Railway Construction Corporation Limited “Articles of Association” the articles of association of China Railway Construction Corporation Limited “PRC” or “Mainland China” the People’s Republic of China, which, for the purposes of this report, excluding Hong Kong, Macau Special Administrative Region and Taiwan region “the year” or “this year” year 2016 “previous year” or “prior year” year 2015 3 Section I Definitions (continued) “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Stock Exchange Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “SSE Listing Rules” the Rules Governing the Listing of Stocks on Shanghai Stock Exchange “SFO” the Securities and Futures Ordinance (Section 571 of Laws of Hong Kong) “CSRC” China Securities Regulatory Commission “Reporting Period” from January to December 2016 “end of the Reporting Period” 31 December 2016 “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Stock Exchange Listing Rules “Company Law” the Company Law of the People’s Republic of China “Securities Law” the Securities Law of the People’s Republic of China “SASAC” State-owned Assets Supervision and Administration Commission of the State Council 4 China Railway Construction Corporation Limited∣Annual Report 2016 Section II Basic Corporate Information and Key Financial Indicators As the successor of the Railway Corps of the People’s Liberation Army, China Railway Construction Corporation Limited was established by China Railway Construction Corporation as the sole promoter in Beijing on 5 November 2007 and is an ultra-large construction enterprise supervised by the SASAC. The Company successfully issued RMB denominated domestic shares (A shares) and overseas listed foreign shares (H shares), which were listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange on 10 March 2008 and 13 March 2008 respectively. The Company is one of the strongest and largest scale integrated construction groups in China and in the world. It was included among the “Top 250 Global Contractors” consecutively by Engineering News-Record (ENR), an American magazine and ranked No. 3 in 2016. It was listed among the Fortune “Global 500 Companies” consecutively, ranking No. 62 in 2016. It was listed among the “Top 500 Chinese Enterprises” consecutively, ranking No. 14 in 2016. The business of the Company comprises construction operation, survey, design and consultancy, manufacturing, real estate development, logistics and materials trading, etc., which constitute a seamless industry chain covering scientific research, planning, survey, design, construction, supervision, maintenance, operation, investment and financing, etc. CRCC has established its industry leadership in fields of engineering design and construction for plateau railways, high speed railways, expressways, bridges, tunnels and urban rail transits. Since the 1980s, the Company has received 659 national-level awards in construction operation, survey, design and consultancy and other fields, including 69 National Prizes for Progress in Science and Technology, 125 National Prizes for “Four Excellences” in Survey and Design,