Annual Report; and Jointly and Severally Accept Full Responsibility for the Truthfulness, Accuracy and Completeness of the Information Contained in This Annual Report
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Contents Section I Definitions ........................................................... 2 Section II Company Introduction and Major Financial Indicators .......................... 5 Section III Overview of the Company’s Business ...................................... 11 Section IV Report of the Board .................................................... 15 Section V Significant Events ..................................................... 50 Section VI Movements in Share Capital and Shareholders ............................... 79 Section VII Directors, Supervisors, Senior Management and Employees ..................... 87 Section VIII Corporate Governance (Corporate Governance Report) ........................ 98 Section IX Financial Report ...................................................... 122 Section X Document Available for Inspection ........................................ 380 IMPORTANT NOTICE I. The board of directors (the “Board”), the supervisory committee, the directors, the supervisors and senior management of the Company warrant that there are no false representations or misleading statements contained in, or material omissions from this annual report; and jointly and severally accept full responsibility for the truthfulness, accuracy and completeness of the information contained in this annual report. II. All directors attended the board meeting. III. Ernst & Young Hua Ming LLP issued a standard unqualified audit opinion on the annual financial statements of the Company. IV. Mr. Ding Yi, representative of the Company, Mr. Mao Zhanhong, person overseeing the accounting operations, and Mr. Xing Qunli, head of Accounting Department, made representations in respect of the truthfulness, accuracy and completeness of the financial statements contained in the annual report. V. Profit distribution plan or plan for the capitalisation of capital reserve during the reporting period proposed by the Board The Board suggests 2020 final dividend of RMB0.13 per share (tax included) shall be distributed and retained earnings will be carried forward to the year of 2021. No capital reserve shall be transferred to share capital. The distribution plan is going to be submitted to the Annual General Meeting for approval. VI. Risk relating to forward-looking statements The report analyses major risks faced by the Company. Please refer to “(5) Potential risks” of “II. Outlook for Future Development” of “Report of the Board” in Section IV for details. Forward-looking statements such as future plans contained in this report do not constitute any substantive commitments to investors by the Company. Investors should be aware of the relevant risks. VII. During the reporting period, no appropriation of fund on a non-operating basis by the controlling shareholder or its related parties was found in the Company. VIII. During the reporting period, there is no violation of regulations, decisions or procedures in relation to provisions of external guarantees. IX. The majority of the Directors cannot warrant the authenticity, accuracy and completeness of the information contained in the annual report does not exist. X. Significant risk warning. The Company has no significant risk that needs to draw special attention of investors. XI. Others This report is prepared in both Chinese and English. In the event of any discrepancy between the Chinese and English versions, please subject to Chinese text. Maanshan Iron & Steel Company Limited 1 2020 Annual Report Section I Definitions In this report, unless the context otherwise requires, the following terms have the following meanings: DEFINITIONS OF COMMON TERMS “Company” or “the means Maanshan Iron & Steel Company Limited Company” or “Magang Stock” The Group means the Company and its subsidiaries China Baowu or Baowu means China Baowu Steel Group Corporation Limited, the controlling shareholder of the Holding Baosteel Hong Kong means Baosteel Hong Kong Investment Company Limited, a wholly-owned Investment subsidiary of China Baowu The Holding means Magang (Group) Holding Co., Limited and the direct controlling shareholder of the Company The General Meeting means the Shareholders’ General Meeting of the Company The Board means the board of directors of the Company Directors means the Directors of the Company Supervisory Committee means the supervisory committee of the Company Supervisors means the supervisors of the Company Senior Management means the senior management of the Company Hong Kong Stock means the Stock Exchange of Hong Kong Limited Exchange 2 Maanshan Iron & Steel Company Limited 2020 Annual Report Section I Definitions (Continued) SSE means the Shanghai Stock Exchange A Shares means a nominal value of RMB1.00 per share, which are listed on the SSE H Shares means a nominal value of RMB1.00 per share, which are listed on the Hong Kong Stock Exchange PRC means the People’s Republic of China Hong Kong means the Hong Kong Special Administrative Region RMB means Renminbi Yuan CSRC means the China Securities Regulatory Commission CISA means China Iron and Steel Association the Articles of Association means The articles of association of Maanshan Iron and Steel Company Limited Changjiang Steel means Anhui Changjiang Steel Co., Ltd., a controlling subsidiary of the Company Ma Steel (Hefei) means Ma Steel (Hefei) Iron & Steel Co., Ltd., a controlling subsidiary of the Company Masteel Finance means Magang Group Finance Co. Ltd., a controlling subsidiary of the Company Masteel Transportation means Baowu Group MaSteel Rail Transportation Material Technology Co., Material Ltd., a wholly-owned subsidiary of the Holding MG-VALDUNES means MG-VALDUNES S.A.S, a wholly-owned subsidiary of the Company Maanshan Iron & Steel Company Limited 3 2020 Annual Report Section I Definitions (Continued) Ma Steel (Hong Kong) means Ma Steel (Hong Kong) Co., Ltd., a wholly-owned subsidiary of the Company Environmental Protection means Anhui Magang Chemical & Energy Technology Co., Ltd., a controlling Company subsidiary of the Holding Ouyeel Blockchain means Formerly known as Maanshan Masteel Scrap Steel Co., Ltd., renamed Finance as Ouyeel Blockchain Finance and Metal Recycling Resources Co., Ltd. in 2020, a controlling subsidiary of the Holding MaSteel K. Wah means Anhui Masteel K. Wah New Building Materials Co. Ltd., a controlling subsidiary of the Holding Magang Chemicals & means Anhui Magang Chemical & Energy Technology Co., Ltd., a controlling Energy subsidiary of the Holding Magang Investment means Magang Group Investment Ltd., a wholly-owned subsidiary of the Holding Jinma Energy means Henan Jinma Energy Co. Ltd., a joint venture of the Company Auditor, Ernst & Young means Ernst & Young Hua Ming LLP Reporting Period means From 1 January 2020 to 31 December 2020 4 Maanshan Iron & Steel Company Limited 2020 Annual Report Section II Company Introduction and Major Financial Indicators 1. COMPANY PROFILE Chinese name of the Company 馬鞍山鋼鐵股份有限公司 Chinese short name of the Company 馬鋼股份 English name of the Company MAANSHAN IRON & STEEL COMPANY LIMITED English short name of the Company MAS C.L. Legal representative of the Company Ding Yi 2. CONTACT PERSON Secretary of the board of directors, joint company secretary Joint company secretary Name He Hongyun Rebecca Chiu Office address No. 8 Jiu Hua Xi Road, Maanshan City, Room 1204–06, 12/F, The Hong Kong Anhui Province, the PRC Chinese Bank Building, 61 Des Voeux Road Central, Central, Hong Kong, PRC Telephone 86-555-2888158/2875251 (852)2155 2649 Fax 86-555-2887284 (852)2155 9568 Email address [email protected]; [email protected] [email protected] 3. BASIC INFORMATION Registered address No. 8 Jiu Hua Xi Road, Maanshan City, Anhui Province, the PRC Postal code of the registered 243003 address Office address No. 8 Jiu Hua Xi Road, Maanshan City, Anhui Province, the PRC Postal code of the office 243003 address The Company’s website http://www.magang.com.cn (A Shares); http://www.magang.com.hk (H Shares) Email address [email protected]; [email protected] 4. INFORMATION DISCLOSURE AND LOCATION FOR INSPECTION Name of newspaper designated for information Shanghai Securities News disclosure Internet website designated by CSRC for annual www.sse.com.cn report publication Location for inspection of annual report of the The secretariat office of the Board of Maanshan Company Iron & Steel Company Limited Maanshan Iron & Steel Company Limited 5 2020 Annual Report Section II Company Introduction and Major Financial Indicators (Continued) 5. BRIEF INFORMATION ON THE SHARES OF THE COMPANY Brief Information on the Shares of the Company Stock exchange for Short name Type of shares listing of shares of stock Stock code A Shares The Shanghai Stock Exchange Magang Stock 600808 H Shares Th e Stock Exchange of Hong Kong Ma anshan 00323 Limited Iron & Steel The address of the A share registrar of the Company: China Securities Depository and Clearing Company Limited Shanghai Branch, No. 188 Yanggao South Road, Pudong New District, Shanghai, the PRC. The address of the H share registrar of the Company: Hong Kong Registrars Limited, Room 1712– 1716, Level 17, Hopewell Centre, 183 Queen’s Road East, Wan chai, Hong Kong. 6. THE RELATED INFORMATION Accounting firm engaged Name Ernst & Young Hua Ming LLP by the Company Office address Level 16, Ernst Young Tower, Oriental Plaza, No.1 East Chang An Avenue, Beijing, China Names of the auditors Zhong Li, Gong Wei who signed the report 6 Maanshan Iron & Steel Company Limited 2020 Annual Report Section II Company Introduction and Major Financial