New CIMC Creating New Value
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Annual Report 2016 A Share Stock Code: 000039 H Share Stock Code: 2039 NEW CIMC Creating new value China International Marine Containers (Group) Co., Ltd. (a joint stock company incorporated in the People's Republic of China with limited liability) Risk Warning This Report contains certain forward-looking statements with respect to the financial position, operational results and business of the Group. These forward-looking statements are, by their nature, subject to significant risk and uncertainties because they relate to events and depend on circumstances which may occur in the future and are beyond our control. The forward-looking statements reflect the Group’s current views with respect of future events and are not a guarantee of future performance. Actual results may differ from the information contained in such forward-looking statements. China International Marine Containers (Group) Co., Ltd. Annual Report 2016 001 Contents Definitions 003 Glossary 006 Chapter I Corporate Profile 007 Chapter II Summary of Accounting Data and Financial Indicators 010 Chapter III Chairman’s Statement 016 Chapter IV Report of the Board 024 Chapter V Operation Discussion and Analysis Prepared in Accordance with the Domestic Securities Regulatory Rules 050 Chapter VI Management Discussion and Analysis Prepared in Accordance with the Hong Kong Securities Regulatory Rules 070 Chapter VII Report of the Supervisory Committee 078 Chapter VIII Significant Events 083 Chapter IX Changes in Share Capital and Information on Shareholders 110 Chapter X Information on Directors, Supervisors, Senior Management and Employees 122 Chapter XI Corporate Governance and Corporate Governance Report 139 Chapter XII Auditor’s Report 173 Chapter XIII Financial Statements Prepared in Accordance with CASBE 183 Chapter XIV Confirmation from the Directors and Senior Management 415 Chapter XV Documents Available for Inspection 416 China International Marine Containers (Group) Co., Ltd. 002 Annual Report 2016 Important Notice The Board of Directors, the Supervisory Committee and accounting affairs and head of the accounting department the Directors, Supervisors and senior management of the (the financial controller), hereby warrant the truthfulness, Company warrant that this annual report is true, accurate accuracy and completeness of the financial statements and complete and does not contain any false records, contained in this Report. misleading statements or material omission and jointly and severally take legal responsibility. No substantial Shareholder of the Company utilised the funds of the Company for non-operating purposes during The 2016 annual report (this “Report”) has been reviewed the Reporting Period. and approved at the 1st meeting of the 8th session of the Board in 2017. All Directors have attended the Board The financial statements of the Company and its meeting to review and approve this Report. subsidiaries have been prepared in accordance with the CASBE. The financial statements of the Group for 2016 The proposed profit distribution plan of the Company for prepared in accordance with CASBE have been audited by 2016 as considered and approved by the Board is based PricewaterhouseCoopers Zhong Tian LLP, who has issued on the total share capital of the Company as at the record an audit report with unqualified opinions on the financial date of dividend payment for 2016, a cash dividend of statements. RMB0.6 (tax inclusive) per 10 shares will be distributed to all Shareholders; no bonus share will be issued and no This Report contains forward-looking statements in share will be converted from reserves into share capital. relation to subjects such as future plans, which do not The proposed dividend is expected to be payable on or constitute any specific undertakings to investors by the around 20 July 2017. The annual dividend distribution Company. Investors should be aware of investment risks. proposal for 2016 shall be submitted to the Company’s annual general meeting for consideration and approval. This Report has been published in both Chinese and English. In the event of any inconsistency between the Mr. Wang Hong, person-in-charge of the Company two versions, the Chinese version shall prevail. and chairman of the Board, Mr. Mai Boliang, CEO and president, and Mr. Jin Jianlong, general manager of the financial management department, person-in-charge of China International Marine Containers (Group) Co., Ltd. Annual Report 2016 003 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) issued by the Company with a nominal value of Ordinary Share(s)”) RMB1.00 each, which are listed on the Shenzhen Stock Exchange and traded in Renminbi; “A Share(s) Share Option share option incentive scheme of China International Marine Containers (Group) Incentive Scheme” Co., Ltd. considered and approved at the extraordinary general meeting of the Company on 17 September 2010; “Articles of Association” “The Articles 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 on 12 March 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 People’s Republic of China on 15 February 2006, and application guidance and interpretations to CASBE and other related regulations subsequently issued; “CFSE” China Fire Safety Enterprise Group Limited, listed on the main board of the Hong Kong Stock Exchange (stock code: 445), an associated company of the Company; “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 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 on 28 September 2004 and listed on the main board of the Hong Kong Stock Exchange (Hong Kong stock code: 3899) on 20 July 2006 and a non-wholly-owned subsidiary of the Company; “CIMC Finance Company” CIMC Finance Co., Ltd., a company incorporated in the PRC with limited liability on 9 February 2010 and a wholly-owned subsidiary of the Company; “CIMC Financial Leasing CIMC Financial Leasing Co., Ltd., a company incorporated in the PRC with Company” limited liability on 30 July 2007 and a wholly-owned subsidiary of the Company; China International Marine Containers (Group) Co., Ltd. 004 Annual Report 2016 Definitions “CIMC Hong Kong” or “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 with limited liability on 30 July 1992 and a wholly-owned subsidiary of the Company; “CIMC Offshore” CIMC Offshore Holdings Limited, a company incorporated in Hong Kong on 8 September 2009, and a wholly-owned subsidiary of the Company; “CIMC Offshore Engineering” CIMC Offshore Engineering Co., Ltd., a company incorporated in the PRC on 21 July 2016 and a wholly-owned subsidiary of the Company; “CIMC Qianhai Leasing” CIMC Qianhai Financial Leasing (Shenzhen) Co., Ltd., a company incorporated in the PRC on 7 January 2014 and a wholly-owned subsidiary of the Company; “CIMC Raffles” CIMC Raffles Offshore (Singapore) Limited, a company incorporated in Singapore with limited liability on 7 March 1994 and a wholly-owned subsidiary of the Company; “CIMC Tianda” Shenzhen CIMC-Tianda Airport Support Co., Ltd. (深圳中集天達空港設備有限公 司), a company incorporated in the PRC with limited liability on 18 July 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 with limited liability on 29 August 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) issued by the Company with a nominal Foreign Share(s)”) value of RMB1.00 each, 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; “Hong Kong Listing Rules” Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited; China International Marine Containers (Group) Co., Ltd. Annual Report 2016 005 Definitions “Implementation Rules of the “The Implementation Rules of the Audit Committee under the Board of China Audit Committee” International Marine 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; “PRC” or “China” the People’s Republic of China; “Pteris” Pteris Global Limited, a company incorporated in 1979, and a subsidiary of the Company; “Reporting Period” or “Year” the twelve months from 1 January to 31 December 2016;