Xinte Energy Co., Ltd. (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) Stock Code : 1799 Xin T E Ene R G Y Co
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Xinte Energy Co., Ltd. (A joint stock company incorporated in the People’s Republic of China with limited liability) Stock code : 1799 Xin t e Ene r g y Co. , Ltd. Xinte Energy Co., Ltd. 2018 Annual Report 2018 Annual Report Contents Corporate Profi le 2 Defi nitions 4 Major Events in 2018 8 Financial Summary 11 Chairman’s Statement 13 Management Discussion and Analysis 15 Profi le of Directors, Supervisors and Senior Management 36 Report of the Board of Directors 42 Report of Supervisory Board 71 Corporate Governance Report 73 Independent Auditor’s Report 98 Consolidated Balance Sheet 104 Consolidated Statement of Comprehensive Income 106 Consolidated Statement of Changes in Equity 107 Consolidated Statement of Cash Flows 108 Notes to the Consolidated Financial Statements 109 2 XINTE ENERGY CO., LTD. Corporate Profi le DIRECTORS AUDIT COMMITTEE Executive Directors Mr. Wong, Yui Keung Marcellus (Chairman) Mr. Zhang Jianxin (Chairman) Mr. Yang Deren Mr. Yin Bo Mr. Qin Haiyan Mr. Ma Xuping(1) Mr. Tao Tao(3) Mr. Xia Jinjing(2) Mr. Lin Chengfei(4) Ms. Guo Junxiang Non-executive Directors Mr. Zhang Xin NOMINATION COMMITTEE Ms. Guo Junxiang Mr. Qin Haiyan (Chairman) Mr. Tao Tao(3) Mr. Yang Deren Mr. Lin Chengfei(4) Mr. Yin Bo Mr. Wong, Yui Keung Marcellus Independent Non-executive Directors Mr. Zhang Xin Mr. Qin Haiyan Mr. Yang Deren REMUNERATION AND ASSESSMENT COMMITTEE Mr. Wong, Yui Keung Marcellus Mr. Yang Deren (Chairman) Mr. Qin Haiyan SUPERVISORS Mr. Ma Xuping(1) Mr. Chen Qijun (Chairman) Mr. Xia Jinjing(2) Ms. Wu Wei(5) Mr. Wong, Yui Keung Marcellus Mr. Han Shu(6) Mr. Zhang Jianxin Mr. Hu Shujun Mr. Zhang Yueqiang(7) STRATEGY COMMITTEE Mr. Ma Junhua(8) Mr. Zhang Jianxin (Chairman) Mr. Cao Huan Mr. Yang Deren Mr. Qin Haiyan Mr. Ma Xuping(1) Mr. Yin Bo(9) Mr. Zhang Xin (1) As the third session of the Board of Directors formally took offi ce on 15 June 2018, Mr. Ma Xuping retired as the Company’s executive director as well as member of Strategy Committee and Remuneration and Assessment Committee from 15 June 2018. (2) Mr. Xia Jinjing was appointed as the Company’s executive director and member of Remuneration and Assessment Committee on 15 June 2018. (3) Mr. Tao Tao resigned as the Company’s non-executive director and member of Audit Committee on 28 June 2018. (4) Mr. Lin Chengfei was appointed as the Company’s non-executive director and member of Audit Committee on 12 December 2018 and resigned from the above positions with effect from 13 March 2019. (5) As the third session of the Supervisory Board formally took offi ce on 15 June 2018, Ms. Wu Wei retired as the Company’s supervisor from 15 June 2018. (6) Mr. Han Shu was appointed as the Company’s non-employee representative supervisor on 15 June 2018. (7) As the third session of the Supervisory Board formally took offi ce on 15 June 2018, Mr. Zhang Yueqiang retired as the Company’s employee representative supervisor from 15 June 2018. (8) Mr. Ma Junhua was appointed as the Company’s employee representative supervisor on 15 June 2018. (9) Mr. Yin Bo was appointed as a member of the Company’s Strategy Committee on 15 June 2018. Annual Report 2018 3 Corporate Profi le JOINT COMPANY SECRETARIES HEADQUARTERS AND PRINCIPAL PLACE OF Ms. Zhang Juan BUSINESS IN THE PRC Ms. Ng Wing Shan No. 2499, Mianguangdong Street Ganquanpu Economic and Technological AUTHORISED REPRESENTATIVES Development Zone (Industrial Park) Mr. Wong, Yui Keung Marcellus High-tech Industrial Development Zone Ms. Ng Wing Shan (New Downtown), Urumqi, Xinjiang, PRC AUDITOR PRINCIPAL PLACE OF BUSINESS IN HONG KONG PricewaterhouseCoopers 40th Floor, Sunlight Centre 22/F, Prince’s Building No. 248 Queen’s Road East Central Wanchai, Hong Kong Hong Kong H SHARE REGISTRAR LEGAL ADVISERS COMPUTERSHARE HONG KONG INVESTOR As to PRC law SERVICES LIMITED Xinjiang Tianyang Law Firm Shops 1712–1716 7/F, Block A 17th Floor, Hopewell Centre Greentown Plaza 183 Queen’s Road East 888 Hong Guang Shan Road Wanchai Shuimogou District Hong Kong Urumqi, Xinjiang PRC STOCK CODE 1799 As to Hong Kong law King & Wood Mallesons COMPANY WEBSITE 13/F, Gloucester Tower http://www.xtnysolar.com The Landmark 15 Queen’s Road Central INVESTOR COMMUNICATION Hong Kong TEL: 86 991-3665888 FAX: 86 991-3672600-102 REGISTERED OFFICE E-mail: [email protected] No. 2499, Mianguangdong Street Ganquanpu Economic and Technological Development Zone (Industrial Park) High-tech Industrial Development Zone (New Downtown), Urumqi, Xinjiang, PRC 4 XINTE ENERGY CO., LTD. Defi nitions In this annual report, unless the context otherwise requires, the following terms and expressions have the meanings as set forth below: “36,000-ton Polysilicon Project” the 36,000 tons/year high-purity polysilicon project “Articles of Association” the articles of association adopted by the Company or “Articles” “Associate(s)” has the same meaning as ascribed to it under the Hong Kong Listing Rules “Auditor” PricewaterhouseCoopers “Audit Committee” Audit Committee of the Board of Directors “average utilisation hours” the gross generation in a specifi ed period divided by the average installed capacity in such period “Board” or “Board of Directors” the Board of Directors of the Company “BOO” Build-Own-Operate, a contracting model in which the contractor undertakes the construction, operations and maintenance of a project. Unlike the BT structure, the contractor owns the project and does not have to transfer it to another entity “BT” Build and Transfer, a contracting model in which the contractor serves as the project investor (by setting up a project company as its subsidiary) and undertakes the fi nancing and development of the project. The BT contractor eventually transfers and sells the equity interest in the project company to a third-party purchaser, thereby recovering the construction, subcontracting and/ or fi nancing costs on the project “China” or “PRC” the People’s Republic of China, excluding, for the purpose of this annual report, Hong Kong, Macau and Taiwan “Company”, “our Company”, Xinte Energy Co., Ltd., a joint stock company with limited liability incorporated “Xinte Energy”, “we” or “us” under the laws of the PRC on 16 October 2012 and except where the context indicates otherwise in respect of the period before our Company become the holding company of our present subsidiaries, the present subsidiaries of our Company and the business carried on by such subsidiaries or (as the case may be) their respective predecessors Annual Report 2018 5 Defi nitions “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modifi ed from time to time “Connected Person(s)” has the same meaning as ascribed to it under the Hong Kong Listing Rules “Connected Transaction(s)” has the same meaning as ascribed to it under the Hong Kong Listing Rules “Controlling Shareholder(s)” has the same meaning as ascribed to it under the Hong Kong Listing Rules “DC” direct current (the unidirectional fl ow of electric charge) “Directors” the directors of the Company “Domestic Share(s)” ordinary shares in the Company’s share capital, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi “ECC” Engineering and Construction Contracting, including EPC and BT mode “EPC” Engineering-Procurement-Construction, a contracting model in which the contractor undertakes the entire process of designing, procuring, constructing and commissioning the project “Group”, “our Group” our Company and its subsidiaries “GW” gigawatt, a unit of power. 1GW = 1,000MW “H Share(s)” overseas listed foreign shares in the share capital of our Company with nominal value of RMB1.00 each, which are subscribed for and traded in HK dollars and are listed on the Main Board of the Stock Exchange “HK$” or “HK dollars” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the PRC “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange or “Listing Rules” “IAS” International Accounting Standards and its interpretation “IFRS” International Financial Reporting Standards and its interpretation issued by the International Accounting Standards Committee 6 XINTE ENERGY CO., LTD. Defi nitions “installed capacity” the intended full-load output of a power generating project usually denominated in MW; also known as the rated capacity or the (designed) production capacity “kW” kilowatt, a unit of power, 1kW = 1,000 watts “kWh” kilowatt hour, the unit of measurement for calculating the quantity of power production output. 1kWh is the work completed by a kilowatt generator running continuously for one hour at the rated output capacity “Latest Practicable Date” 16 April 2019, being the latest practicable date prior to the printing of this annual report for ascertaining certain information contained herein “Listing” listing of the H Shares on the Main Board of the Stock Exchange “Macau” Macau Special Administrative Region of the PRC “Main Board” the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with the Growth Enterprise Market of the Stock Exchange “MIIT” the Ministry of Industry and Information Technology “Ministry of Finance” the Ministry of Finance of the People’s Republic of China “MW” megawatt, a unit of power, 1MW = 1,000kW, The capacity of a power project is generally expressed in MW “NDRC” National Development and Reform Commission of the PRC “NEA” National Energy Administration of the PRC “Nomination