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中國建材股份有限公司 China National Building Material Company Limited ( 股份代號：3323 ) (Stock Code: 3323) 2015 Annual 2015 Annual Report Annual 2015 Report 年度報告 Report 年度報告 年度報告 僅供識別 For identification only Financial and Business Highlights As at 31 December 2015 2014 Growth rate (RMB in millions) Bank balances and cash 10,580 10,291 2.8% Total assets 329,788 316,482 4.2% Equity attributable to equity holders of the Company 41,898 40,573 3.3% Earnings per share-basic (RMB) 0.19 1.10 -82.8% For the year ended 31 December 2015 2014 Growth rate (RMB in millions) Revenue 100,292 122,011 -17.8% Profit after taxation 2,793 8,672 -67.8% Profit attributable to equity holders of the Company 1,019 5,920 -82.8% Net cash flows from operating activities 8,302 15,169 -45.3% Sales volume of cement and clinker (in thousand tonnes) 279,556 291,194 -4.0% – China United 63,109 67,794 -6.9% – South Cement 114,301 116,749 -2.1% – North Cement 18,689 22,753 -17.9% – Southwest Cement 81,821 82,162 -0.4% Commercial concrete sales volume (in thousand m3) 71,199 87,054 -18.2% – China United 29,010 35,193 -17.6% – South Cement 37,503 46,385 -19.1% – North Cement 2,422 2,180 11.1% – Southwest Cement 1,044 1,253 -16.7% Gypsum board (in million m2) 1,446 1,437 0.6% Revenue from engineering service (RMB in millions) 7,998 7,628 4.8% Rotor blade (in blade) 6,540 4,564 43.3% Glass fibre yarn (in thousand tonnes) 1,062 1,021 4.0% Selling price Cement sold by China United (RMB per tonne) 195.5 257.3 -24.0% Clinker sold by China United (RMB per tonne) 165.9 230.4 -28.0% Commercial concrete sold by China United (RMB per m3) 287.6 313.2 -8.2% Cement sold by South Cement (RMB per tonne) 212.1 249.5 -15.0% Clinker sold by South Cement (RMB per tonne) 159.4 217.4 -26.7% Commercial concrete sold by South Cement (RMB per m3) 312.2 341.5 -8.6% Cement sold by North Cement (RMB per tonne) 289.1 322.1 -10.2% Clinker sold by North Cement (RMB per tonne) 206.6 258.0 -19.9% Commercial concrete sold by North Cement (RMB per m3) 314.6 360.9 -12.8% Cement sold by Southwest Cement (RMB per tonne) 230.7 254.2 -9.2% Clinker sold by Southwest Cement (RMB per tonne) 196.2 229.8 -14.6% Commercial concrete sold by 3 Southwest Cement (RMB per m ) 253.9 285.4 -11.0% Gypsum board – BNBM (RMB per m2) 6.18 6.65 -7.1% – Taishan Gypsum (RMB per m2) 4.12 4.58 -10.0% Rotor blade (RMB per blade) 383,900 383,700 0.1% China National Building Material Company Limited Annual Report 2015 Contents CORPORATE PROFILE ................................. 3 CORPORATE INFORMATION............................. 4 DEFINITIONS.......................................... 7 SHAREHOLDING STRUCTURE OF THE GROUP ............. 14 FINANCIAL HIGHLIGHTS ................................ 15 BUSINESS HIGHLIGHTS ................................ 16 CHAIRMAN’S STATEMENT .............................. 19 MANAGEMENT DISCUSSION AND ANALYSIS ............... 21 CORPORATE GOVERNANCE REPORT .................... 41 DIRECTORS’ REPORT .................................. 53 OTHER SIGNIFICANT MATTERS.......................... 75 REPORT OF THE SUPERVISORY COMMITTEE.............. 78 BIOGRAPHICAL DETAILS OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT........................... 80 INDEPENDENT AUDITOR’S REPORT ...................... 95 CONSOLIDATED STATEMENT OF PROFIT OR LOSS ......... 97 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME............................ 98 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ..... 99 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY...... 101 CONSOLIDATED STATEMENT OF CASH FLOWS ............ 103 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS... 106 FINANCIAL SUMMARY .................................. 228 Annual Report 2015 China National Building Material Company Limited 1 This Annual Report, in both Chinese and English versions, is available on the Company’s website at http://cnbm.wsfg.hk (the “Company Website”). Shareholders who have chosen or have been deemed consented to receive the corporate communications of the Company (the “Corporate Communications”) via the Company Website and who for any reason have difficulty in receiving or gaining access to the Corporate Communications posted on the Company Website will promptly upon request be sent the Corporate Communications in printed form free of charge. Shareholders may at any time change their choice of the means of receipt of the Corporate Communications (either in printed form or via the Company Website). Shareholders may send their requests at any time to receive the Annual Report and/or to change their choice of the means of receipt of the Corporate Communications by notice in writing to the H share registrar of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong or by sending an email to the H share registrar of the Company at [email protected]. 2 China National Building Material Company Limited Annual Report 2015 Corporate Profile With Parent, BNBMG, CNBM Trading, Cinda and Building Materials Academy as Promoters, the Company was converted into a joint stock limited company on 28 March 2005. The Company’s H shares under the initial public offering were listed on the Stock Exchange on 23 March 2006 (Stock Code: 3323) and approximately 150 million H shares, 300 million H shares and 240 million H shares were placed on 9 August 2007, 5 February 2009 and 14 September 2010, respectively. The Company issued bonus shares on 13 June 2011 on the basis of ten bonus shares to be issued for every ten shares held by the Shareholders. As at 31 December 2015, the Company has a total issued share capital of 5,399,026,262 Shares. The Group is mainly engaged in cement, lightweight building materials, glass fibre, composite materials and engineering services businesses. As regards the current market positions (in terms of the production capacity in 2015), the Group is: • the largest cement producer in the world; • the largest commercial concrete producer in the world; • the largest gypsum board producer in the world; • the largest rotor blade producer in the PRC; • a leading glass fibre producer in the world through China Jushi, an associate of the Company; • an international engineering firm that provides design and EPC services of glass,cement production lines and solar power stations in China, leads and dominates the engineering technology market of domestic high-end glass and export of China’s high-end glass. Annual Report 2015 China National Building Material Company Limited 3 Corporate Information DIRECTORS: Executive Directors Song Zhiping (Chairman of the Board) Cao Jianglin (President) Peng Shou (Vice President) Cui Xingtai (Vice President) Chang Zhangli (Vice President) Non-executive Directors Guo Chaomin Huang Anzhong Tao Zheng Independent Non-executive Directors Shin Fang Tang Yunwei Zhao Lihua Wu Liansheng Sun Yanjun STRATEGIC STEERING COMMITTEE: Song Zhiping (Chairman) Sun Yanjun Cao Jianglin NOMINATION COMMITTEE: Tang Yunwei (Chairman) Zhao Lihua Song Zhiping REMUNERATION AND PERFORMANCE APPRAISAL COMMITTEE: Shin Fang (Chairman) Zhao Lihua Song Zhiping 4 China National Building Material Company Limited Annual Report 2015 Corporate Information (Continued) AUDIT COMMITTEE: Wu Liansheng (Chairman) Tang Yunwei Sun Yanjun SUPERVISORS: Wu Jiwei (Chairman of the Supervisory Committee) Zhou Guoping Wu Weiku (Independent Supervisor) Liu Jianwen (Independent Supervisor) Cui Shuhong (Staff Representative Supervisor) Zeng Xuan (Staff Representative Supervisor) Secretary of the Board : Chang Zhangli Joint Company Secretaries : Chang Zhangli Lo Yee Har Susan (FCS, FCIS) Authorized Representatives : Song Zhiping Chang Zhangli Alternate Authorized : Lo Yee Har Susan (FCS, FCIS) Representative (Lee Mei Yi (FCS, FCIS), alternate to Lo Yee Har Susan) Qualified Accountant : Pei Hongyan (FCCA) Registered Address : Tower 2 (Building B), Guohai Plaza No. 17 Fuxing Road Haidian District, Beijing The PRC Principal Place of Business : 21st Floor Tower 2, Guohai Plaza No. 17 Fuxing Road Haidian District, Beijing The PRC Postal Code : 100036 Annual Report 2015 China National Building Material Company Limited 5 Corporate Information (Continued) Place of Representative : Level 54 Office in Hong Kong Hopewell Centre 183 Queen’s Road East Hong Kong Principal Bankers : Agricultural Bank of China Limited Bank of Communications Co., Ltd. China Construction Bank Corporation PRC Legal Adviser : Jingtian and Gongcheng Law Office Level 34, Tower 3, China Central Palace 77 Jianguo Road Chaoyang District, Beijing The PRC Hong Kong Legal Adviser : Slaughter and May 47th Floor, Jardine House 1 Connaught Place Central Hong Kong International Auditor : Baker Tilly Hong Kong Limited 2nd Floor 625 King’s Road, North Point Hong Kong Domestic Auditor : Baker Tilly China Certified Public Accountants Building 12, Foreign Cultural and Creative Garden No. 19, Chegongzhuang West Road Haidian District, Beijing The PRC H Share Registrar in Hong Kong: : Tricor Investor Services Limited Level 22 Hopewell Centre 183 Queen’s Road East Hong Kong Stock Code : 3323 Company Website: : http://cnbm.wsfg.hk www.cnbmltd.com 6 China National Building Material Company Limited Annual Report 2015 Definitions In this annual report, unless the context otherwise requires, the following terms shall have the meanings set out below: “Baker Tilly China” 天職國際會計師事務所（特殊普通合夥)) (Baker Tilly China Certified Public Accountants) “Baker Tilly HK” 天職香港會計師事務所有限公司 (Baker Tilly Hong Kong Limited) “Baishan Cement” 金剛（集團）白山水泥有限公司 (Jingang (Group) Baishan Cement Company Limited) “Beijing Triumph”
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