Interim Report 2018 IMPORTANT NOTICE
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Interim Report 2018 IMPORTANT NOTICE The Board, the Supervisory Committee and the Directors, Supervisors and senior management of the Company warrant that there are no false records, misleading statements or material omissions in the 2018 interim report (hereinafter referred to as the “Report”), and jointly and severally accept full legal responsibility for the truthfulness, accuracy and completeness of the information contained in this Report. The Report has been reviewed and approved at the 14th meeting of the eighth session of the Board in 2018 (hereinafter referred to as the “Meeting”). All directors have attended the Board meeting to review and approve this Report by way of voting via correspondence. All Directors warrant, and there is no dissenting opinion as to, the truthfulness, accuracy and completeness of this Report. The financial statements of the Group have been prepared in accordance with China Accounting Standards for Business Enterprises (“CASBE”). The interim financial statements and notes (hereinafter referred to as the “2018 Interim Financial Report”) of the Group for the six months ended 30 June 2018 prepared in accordance with CASBE in this Report have not been audited. Mr. Wang Hong, person-in-charge of the Company and chairman of the Board, Mr. Mai Boliang, CEO and president, and Mr. Zeng Han, general manager of the financial management department, person-in-charge of accounting affairs and head of the accounting department (the financial controller), hereby warrant the truthfulness, accuracy and completeness of this Report and the 2018 Interim Financial Report. Neither any controlling shareholder (including its subsidiaries) nor substantial shareholder (including its subsidiaries) of the Company has utilised the non-operating funds of the Company. The Company proposed not to distribute any cash dividend, issue bonus shares or convert shares from reserves into share capital for the six months ended 30 June 2018 (six months ended 30 June 2017: Nil). This Report contains forward-looking statements in relation to subjects such as future plans, which do not constitute any specific undertakings to investors by the Company. Investors should be aware of investment risks. This Report has been prepared in both Chinese and English. In the event of any inconsistency between the two versions, the Chinese version shall prevail. CONTENTS Definitions 02 Chapter VI Significant Events 50 Glossary 05 Chapter VII Changes in 85 Shareholdings and Chapter I Corporate Profile 06 Information on Substantial Chapter II Summary of 08 Shareholders Accounting Data and Financial Indicators Chapter VIII Information on 95 Directors, Chapter III Report of the Board 12 Supervisors and Senior Management Chapter IV Operation Discussion 30 and Analysis Chapter IX 2018 Interim Financial 98 Prepared in Report (Unaudited) Accordance with the Domestic Securities Chapter X Documents Available 324 Regulatory Rules for Inspection Chapter V Management 43 Discussion and Analysis Prepared in Accordance with Hong Kong Securities Rules 02 China International Marine Containers (Group) Co., Ltd. Definitions For the purpose of this Report, unless the context otherwise requires, the following terms shall have the meanings set out below: Items Definitions “A Share(s)” (or “RMB-denominated domestic ordinary share(s) with a nominal value of RMB1.00 each in the share Ordinary Share(s)”) capital of the Company, which are listed on the Shenzhen Stock Exchange and traded in Renminbi. “A Share(s) Share Option Incentive share option incentive scheme of China International Marine Containers (Group) Scheme” Co., Ltd. considered and approved at the extraordinary general meeting of the Company on 17 September 2010. “Articles of Association” “The Articles of Association of China International Marine Containers (Group) Co., Ltd.”. “Board” the Board of the Company. “C&C Trucks” C&C Trucks Co., Ltd. (集瑞聯合重工有限公司), a company incorporated in the PRC with limited liability in 2009 and a non-wholly-owned subsidiary of the Company. “CASBE” Accounting Standards for Business Enterprises – Basic Standard and 38 Specific Accounting Standards issued by the Ministry of Finance of the PRC, and application guidance and interpretations to CASBE and other related regulations subsequently issued. “CFSE” China Fire Safety Enterprise Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Hong Kong Stock Exchange (Stock Code: 445). It was renamed as CIMC-TianDa Holdings Company Limited on 18 May 2018. “China Merchants Group” China Merchants Group Limited, a company incorporated in the PRC with limited liability in 1986 and the indirect largest shareholder of the Company as at the date of this Report. “China COSCO Shipping” China COSCO Shipping Corporation Limited, a company incorporated in the PRC with limited liability in 2016 and the indirect second largest shareholder of the Company as at the date of this Report. “CIMC” or “Company” China International Marine Containers (Group) Co., Ltd. (中國國際海運集裝箱(集 團)股份有限公司), a joint stock company incorporated in the PRC with limited liability, the A shares of which are listed on the Shenzhen Stock Exchange and the H Shares of which are listed on the main board of the Hong Kong Stock Exchange. “CIMC Enric” CIMC Enric Holdings Limited (中集安瑞科控股有限公司), a company incorporated in the Cayman Islands with limited liability in 2004, the shares of which are listed on the main board of the Hong Kong Stock Exchange (Hong Kong stock code: 3899) and a non-wholly-owned subsidiary of the Company. Interim Report 2018 03 Definitions “CIMC Finance Company” CIMC Finance Co., Ltd., a company incorporated in the PRC in 2010 and a non- wholly-owned subsidiary of the Company. “CIMC Financial Leasing Company” CIMC Financial Leasing Co., Ltd., a company incorporated in the PRC in 2007 and a wholly-owned subsidiary of the Company. “CIMC HK” China International Marine Containers (Hong Kong) Limited (中國國際海運集裝箱 (香港)有限公司), a company incorporated in Hong Kong in 1992 and a wholly- owned subsidiary of the Company. “CIMC Offshore Engineering” CIMC Offshore Engineering Co., Ltd., a company incorporated in the PRC in 2016 and a wholly-owned subsidiary of the Company. “CIMC Modular” CIMC Modular Building Investment Company Limited (中集模塊化建築投資 有限公司), a company incorporated in the PRC in 2013 and a wholly-owned subsidiary of the Company. “CIMC Raffles” CIMC Raffles Offshore (Singapore) Limited, a company incorporated in Singapore with limited liability in 1994 and a wholly-owned subsidiary of the Company. “CIMC Skyspace Real Estate” Shenzhen CIMC Skyspace Real Estate Development Co., Ltd., a company incorporated in the PRC with limited liability in 1998 and a non-wholly-owned subsidiary of the Company. “CIMC-TianDa” CIMC-TianDa Holdings Company Limited (中集天達控股有限公司), a company incorporated in the PRC in 1992 and a non-wholly-owned subsidiary of the Company. “CIMC Vehicle (Group)” CIMC Vehicle (Group) Co., Ltd. (中集車輛(集團)有限公司), a company incorporated in the PRC in 1996 and a non-wholly-owned subsidiary of the Company. “Corporate Governance Code” the Corporate Governance Code contained in Appendix 14 of the Hong Kong Listing Rules. “CSRC” China Securities Regulatory Commission. “Director(s)” the director(s) of the Company. “Group”, “we”, “our” and “us” the Company and its subsidiaries. “H Share(s)” (or “Overseas-listed overseas-listed foreign ordinary share(s) with a nominal value of RMB1.00 each Foreign Share(s)”) in the share capital of the Company, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars. “Hong Kong” The Hong Kong Special Administrative Region of the PRC. 04 China International Marine Containers (Group) Co., Ltd. Definitions “Hong Kong Listing Rules” Rules Governing the Listing of Securities on the Hong Kong Stock Exchange. “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited. “Rules of Procedures for the the Rules of Procedures for the General Meeting of China International Marine General Meeting” Containers (Group) Co., Ltd. “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers contained in Appendix 10 of the Hong Kong Listing Rules. “Southern CIMC” Shenzhen Southern CIMC Containers Manufacture Co., Ltd., a company incorporated in the PRC in 1995 and a wholly-owned subsidiary of the Company. “PRC” or “China” the People’s Republic of China. “Pteris” Pteris Global Limited, a company incorporated in Singapore and a non-wholly- owned subsidiary of the Company. “Reporting Period” the six months from 1 January 2018 to 30 June 2018. “RMB” Renminbi, the lawful currency of the PRC. “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong. “Shareholder(s)” the holder(s) of A share(s) and H share(s) of the Company. “Shenzhen Listing Rules” Rules Governing the Listing of Securities on the Shenzhen Stock Exchange. “Shenzhen Stock Exchange” the Shenzhen Stock Exchange. “Supervisor(s)” the supervisor(s) of the Company. “Supervisory Committee” the Supervisory Committee of the Company. “USD” or “US dollars” United States dollars, the lawful currency of the United States of America. “Ziegler” Albert Ziegler GmbH, a company incorporated in Germany and a non-wholly- owned subsidiary of the Company. “%” percentage. Interim Report 2018 05 Glossary This glossary contains certain definitions of technical terms used in this Report in connection with the Group. Some of these definitions may not correspond to standard