ANNUAL REPORT 2018 Content
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北 青 傳 媒 股 份 有 限 公 HK Stock Code: 1000 司 Beijing Media 2018 Corporation 2018 Limited 北青傳媒股份有限公司 於中華人民共和國註冊成立的股份有限公司 ANNUAL REPORT 2018 Content 2018 BEIJING MEDIA CORPORATION LIMITED Company Profile 2 Corporate Information 3 Chairman’s Statement 5 Management Discussion and Analysis 6 Directors, Supervisors and Senior Management 16 Report of the Board of Directors 22 Corporate Governance Report 37 Report of the Supervisory Committee 55 Environmental, Social and Governance Report 57 Definitions 62 Report of the Auditor 64 Consolidated Balance Sheet 69 Consolidated Income Statement 71 Consolidated Cash Flow Statement 73 Consolidated Statement of Changes in Shareholders’ Equity 75 Notes to the Financial Statements 76 1 Company Profile BEIJING MEDIA CORPORATION LIMITED 2018 COMPANY PROFILE Beijing Media Corporation Limited (the “Company” or “Beijing Media”, together with its subsidiaries, collectively referred to as the “Group”) is one of the leading media companies in the People’s Republic of China (the “PRC”). The Group’s main advertising medium is Beijing Youth Daily. Other core businesses of the Group include the production and printing of newspapers, and trading of print-related materials. The Company was listed on the Main Board of Hong Kong Stock Exchange on 22 December 2004. COMPANY STRUCTURE (AS AT 31 DECEMBER 2018) Beijing Media Corporation Limited Beiqing BYD Beijing Beiqing Beiqing Chongqing Beiqing CéCi Beiqing Beijing Network Community Logistics Outdoor Long Teng Youth Media Advertising Culture Media Qingyou Company Advertisement Investment Company (Beijing) Communication Technology Information Limited Co., Ltd. Management Limited Limited Co., Ltd. (Beijing) Technology (Beijing) Co., Co., Ltd. Co., Ltd. Limited 92.84% 100% 51% Note 60% 84.69% 100% 52.661% 100% Note: Beiqing Long Teng completed the procedures of registration of change with the industrial and commercial administration authorities on 19 November 2013, and the registered capital was RMB50,000 thousand. The shareholding of the Company was 51%. As of the end of the reporting period, the paid-up capital of Beiqing Long Teng was RMB26,100 thousand, of which the paid-up capital from the Company accounts for 80.84%. COMPANY WEBSITE www.bjmedia.com.cn STOCK INFORMATION • Stock Code: 1000 • Board Lot: 500 shares • Number of Shares Issued (as at 31 December 2018): 197,310,000 shares • Market Capitalisation (as at 31 December 2018): HK$292.02 million • Financial Year End: 31 December • Bloomberg’s Stock Machine Search Code: 1000HKEquity • Reuters Stock Machine Search Code: 1000.HK 2 Corporate Information 2018 BEIJING MEDIA CORPORATION LIMITED AS AT 31 DECEMBER 2018 ALTERNATIVE AUTHORISED REPRESENTATIVES Shang Da EXECUTIVE DIRECTORS Yu Leung Fai Ji Chuanpai (Chairman) Note 1 Li Xiaobing (President) Note 2 REGISTERED OFFICE Yang Wenjian (Executive Vice President) Building A, No. 23 Baijiazhuang Dongli, Peng Liang Note 3 Chaoyang District, Beijing, the PRC Shang Da (Vice President) PRINCIPAL PLACE OF BUSINESS IN HONG KONG NON-EXECUTIVE DIRECTORS 10/F., Guangdong Investment Tower, Zang Furong 148 Connaught Road Central, Hong Kong Note 6 Wu Bin Liu Hong LEGAL ADVISER Sun Fang Note 4 as for Hong Kong Law DLA Piper Hong Kong INDEPENDENT NON-EXECUTIVE DIRECTORS 17/F, Edinburgh Tower, Wu Tak Lung The Landmark, 15 Queen’s Road Central, Cui Enqing Central, Hong Kong Chen Ji Wu Changqi AUDITORS Chow Bing Chuen Note 5 WUYIGE Certified Public Accountants LLP Room 1504, JOINT COMPANY SECRETARIES Institute International Building, Shang Da No. 1 Zhichun Road, Yu Leung Fai Haidain District, Beijing, the PRC AUDIT COMMITTEE Wu Tak Lung (Chairman) HONG KONG SHARE REGISTRAR Chow Bing Chuen Note 5 Computershare Hong Kong Investor Services Limited Wu Changqi Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, REMUNERATION COMMITTEE Wanchai, Hong Kong. Cui Enqing (Chairman) Chen Ji Wu Changqi NOMINATION COMMITTEE Ji Chuanpai (Chairman) Note 1 Chen Ji Wu Changqi AUTHORISED REPRESENTATIVES Ji Chuanpai Note 1 Li Xiaobing Note 2 3 Corporate Information BEIJING MEDIA CORPORATION LIMITED 2018 Notes: 4. Upon the approval at the annual general meeting of the Company convened on 28 June 2018, Mr. Sun Fang 1. Upon the approval at the annual general meeting was appointed as a non-executive Director of the 6th of the Company convened on 28 June 2018, Mr. Ji session of the Board. Please refer to the announcement Chuanpai was appointed as an executive Director of of the Company dated 11 June 2018 and 28 June 2018 the 6th session of the Board. At the 19th meeting of for details. the 6th session of the Board convened on the same day, Mr. Ji Chuanpai was appointed as chairman of 5. Due to physical conditions, Mr. Chow Bing Chuen the Board, chairman of the Nomination Committee conveyed to the Board his request to resign from the and authorised representative of the Company. Prior positions as an independent non-executive Director and to this, Mr. Zhang Yanping, due to his reaching the a member of the Audit Committee on 12 December retirement age, resigned from the positions as chairman 2018. The above resignation takes effect upon the of the Board, chairman of the Nomination Committee, approval of the appointment of the new independent executive Director and authorised representative of non-executive Director by the Shareholders at a the Company on the same day. Please refer to the general meeting of the Company and the approval announcement of the Company dated 28 June 2018 of the appointment of the new member of the Audit for details. Committee by the Board, respectively. On the same day, Ms. Shi Hongying was nominated as an independent 2. Upon the approval at the 15th meeting of the 6th non-executive Director of the Company with effect session of the Board convened on 17 January 2018 and from the date of approval by the Shareholders at a the annual general meeting of the Company convened general meeting of the Company. Please refer to the on 28 June 2018, Mr. Li Xiaobing was appointed as announcement of the Company dated 12 December the Company’s president and an executive Director 2018 for details. of the 6th session of the Board and as authorised representative of the Company replacing Mr. Peng 6. The principal place of business in Hong Kong of Liang respectively. Please refer to the announcement the Company was changed to 10/F., Guangdong of the Company dated 17 January 2018, 29 March Investment Tower, 148 Connaught Road Central, 2018 and 28 June 2018 for details. Hong Kong on 16 April 2018. Please refer to the announcement of the Company dated 16 April 2018 3. Due to work adjustment, Mr. Peng Liang resigned from for details. the concurrent position as an executive vice president on 17 August 2018. Please refer to the announcement of the Company dated 17 August 2018 for details. 4 Chairman’s Statement 2018 BEIJING MEDIA CORPORATION LIMITED DEAR SHAREHOLDERS, On behalf of the Group, I am pleased to present the report on the results of the Group for the year of 2018. The Group is principally engaged in sales of advertising space, printing and production of newspaper, and trading of print-related materials. The Group’s principal advertising medium is Beijing Youth Daily. In 2018, monetary liquidity remained tight and macro economic growth slowed down, therefore, advertising placement in the print media market in general had slowed down, resulting in a decrease in the Group’s operating income. In 2018, the Group continued to optimize its top-layer design. The Group established a specific task unit to reposition the investee and controlling companies and disposed of those investee and controlling companies that did not match with the long-term planning of the Group, and reorganized the business segments of the Group while disposing of unprofitable enterprises. In 2018, the Company enhanced the unification of multimedia, optimized the industrial allocation and product mix. In 2018, the Company adopted multiple initiatives to stringently control costs. The Group conducted inspection and integration of the office premises for the headquarters and its subsidiaries so as to achieve optimization in resource utilization. The Company also streamlined its staff management by reducing surplus employees and redeploying resources so as to optimize allocation of human resources. In addition, the Group re-evaluated and addressed potential risk, strengthened periodic audits, reinforced risk management so as to built a solid operational foundation. In 2019, in anticipation of the emergence of economic stimulus and the expected favourable overall macro economy, the Group will take this opportunity to further improve management and endeavour to achieve best results for investors. The Group’s optimization initiatives mentioned above will have significant and profound impact on the Group’s long-term, stable and positive development in the future. The Group’s business in 2018 was based on the concerted efforts of the entire management teams and staff in each of our business units. The Group’s key success factors were the keen insights to market opportunities and the excellent quality of our management teams and staff. On behalf of the Shareholders and other members of the Board, I would like to express my heartfelt and sincere gratitude to the entire management teams and staff in each of our business units. Ji Chuanpai Chairman 29 March 2019 Beijing, the PRC 5 Management Discussion and Analysis BEIJING MEDIA CORPORATION LIMITED 2018 GROUP BUSINESS REVIEW The Group is principally engaged in three core business: (1) advertising sales, which contributes to part of the Group’s turnover; (2) printing, whose turnover mainly generated from revenue from printing publications arranged by BYD Logistics; and (3) trading of print-related materials, which involves the supply and trading of newsprint, ink, lubricants, films, PS boards and rubber sheets to customers including commercial printers, among other things. The Group’s total operating income for 2018 was RMB344,625 thousand, representing a 19.24% decrease compared with 2017 (2017: RMB426,708 thousand).