Annual Report 2010
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ANNUAL REPORT 2010 A joint stock limited company incorporated in the People’s Republic of China with limited liability * For identification purpose only Stock Code: 1618 2010 Annual Report MCC is to develop itself into the world’s top class enterprise with international competitiveness and become a large conglomerate primarily engaged in engineering and construction, equipment manufacturing, resources development and property development with diversified business across a number of industries and countries. In the next five years, MCC is sturdily determined to develop its principal business and targets to become an international predominant EPC corporation, a metallurgical engineering and construction contractor with the largest domestic market share, the largest overseas metallurgical engineering and construction contractor in the PRC, a metallurgical equipment manufacturer with intellectual property rights, a metal and mineral resources developer and a property and construction developer to step towards the target of strengthening and maximising its business. Contents President’s Statement 2 Corporate Information 5 Company Profile 7 Financial Highlights 9 Changes in Share Capital and Particulars of Shareholders 12 Biographies of Directors, Supervisors and Senior Management 18 Report of Directors 26 Report of the Supervisory Committee 74 Management Discussion and Analysis 77 Corporate Governance Report 98 Significant Events 113 Independent Auditor’s Report 127 Consolidated Balance Sheet 129 Balance Sheet of the Company 131 Consolidated Income Statement 133 Consolidated Statement of Comprehensive Income 134 Consolidated Statement of Changes in Equity 135 Consolidated Cash Flow Statement 137 Notes to the Consolidated Financial Statements 139 Other Financial Information 255 Definitions and Glossary of Technical Terms 257 Shen Heting President and Executive Director 2 Metallurgical Corporation of China Ltd. President’s Statement DEAR SHAREHOLDERS AND FRIENDS, Time flies but hard work pays off. Year 2010 was a critical and extraordinary year for MCC in carrying on its business transformation. Given the domestic and international economic conditions which remained complex throughout the year, MCC adhered to the scientific concept of development, the main theme of improving its development quality on the basis of enhancing its principal business to boost its competence. It aspired to push forward the business shift and industrial structure adjustment, promote lean management and expedite the development of emerging markets, quicken the pace of cultivation of independent innovation ability and improve the quality of its performance in all directions, thus entering into a new mileage in its quest of becoming the world’s leading enterprise with international competencies. In 2010, the four major segments of MCC, namely engineering and construction, equipment manufacturing, resources development and property development witnessed solid growth, with sustainable and steady momentum in its principal productions and operations. The value of newly signed contracts of MCC totaled RMB285,014 million for the year, representing a year-on-year increase of 30.23%. Its operating revenue amounted to RMB206,397 million, representing a year-on-year increase of 24.71% while its profit for the year amounted to RMB5,571 million, representing a year-on- year increase of 7.38%. In 2010, MCC’s independent innovation ability had been strengthened. We have initially formed a technical innovation system with MCC features by establishing a three-level technical innovation platform featuring “National Engineering Technology Research Center - MCC and provincial level engineering technology center-Subsidiaries’ engineering technology center”. With 6 national technological innovation platforms such as National Steel Structures Engineering Technology Research Center and the National Engineering Lab of Manufacturing Technology of Polysilicon Materials (多晶硅材料製備國家工程實驗室)and 67 group-level and provincial technological innovation platforms in place, we are the top among similar state-owned enterprises in terms of the number of effective patents. MCC has groomed a talented team for technological research and development. It owns an academician from the Chinese Academy of Engineering, 12 National Reconnaissance Masters and over 16,058 technological experts in place, including 2,704 scientific research and development staff members, over 130 of whom possess a doctoral degree and over 2,400 of whom possess a master’s degree. The brand prominence of “MCC” was strengthened in 2010. During the year, it was awarded 6 “Lu Ban Awards” for construction engineering and 13 silver prizes in the National Quality Construction Awards(國家優質工程獎). The Parent Group, which holds MCC as its core asset, moved up 65 places in ranking to 315th among the Fortune Global 500 companies. It also moved up to the 8th rank among the Top 225 Global Contractors according to the Engineering News-Record (ENR). MCC conscientiously fulfilled its social responsibility in 2010. All tasks in respect of large-scale national events such as the Shanghai World Expo and Guangzhou Asian Games had been completed with remarkable success. Meanwhile, MCC actively took part in rescue relief in disasters such as the earthquake in Yushu. Furthermore, it spared no efforts in the construction of social welfare housing, boasting the largest area under construction in terms of social welfare housing in the PRC. In addition, MCC further stepped up the establishment of a management system in respect of social responsibility. It also took the initiative to issue the 2009 Social Responsibility Report and won the Award of Best Social Responsibility Report of Enterprises in China” ( “中國企業社會責任典範報告獎”), which further established a positive corporate image for the company. 2010 Annual Report 3 President’s Statement 2011 heralds the start of China’s “Twelfth Five-Year Plan”. What is more, it is a crucial year for MCC to achieve development targets under its Three Five-Year Plan(“三五”規劃). MCC will abide by the spirit of the Fifth Plenary Session of the 17th Central Committee and the Conference of Enterprise Representatives(中央企業負責人會議)- to adhere to the scientific concept of development whilst focusing on accelerating business transformation in a bid to strengthen and enhance our business. It will further implement its strategy of structural upgrade, technological innovation, internationalization, self-strengthening by talents and harmonious development to enhance its overall corporate and development quality, and ultimately to ensure the Company’s stable, sound and sustainable development. We have entered into a new historical era with a new historic mission. Under the strong leadership of the Board of the Company, and with the continuous support of our investors and friends from all circles of life, we will weather the storm in concert, strengthen and improve our performance and achieve scientific development. Going forward, we are set to prevail against formidable odds and to enter into a new phase of scientific development so to contribute to a better and faster development of the national economy. 4 Metallurgical Corporation of China Ltd. Corporate Information Registered company name (in Chinese) 中國冶金科工股份有限公司 Abbreviation in Chinese 中國中冶 Company name (in English) Metallurgical Corporation of China Ltd.* Abbreviation in English MCC Legal representative of the Company Shen Heting Registered address 28 Shuguang Xili, Chaoyang District Beijing First registration date of the Company 1 December 2008 Business address in the PRC MCC Tower 28 Shuguang Xili, Chaoyang District Beijing, PRC Place of business in Hong Kong Room 3205, 32/F Office Tower Convention Plaza 1 Harbour Road, Wanchai, Hong Kong Website address of the Company http://www.mccchina.com E-mail [email protected] Joint company secretaries Kang Chengye, Ma Sau Kuen Gloria Contact address MCC Tower 28 Shuguang Xili, Chaoyang District Beijing, PRC Tel 86-10-59868666 Fax 86-10-59868999 Places of listing The Stock Exchange of Hong Kong Limited, The Shanghai Stock Exchange Abbreviation of stock name MCC Stock codes 1618 (Hong Kong), 601618 (Shanghai) H Share registrar and transfer office Computershare Hong Kong Investor Services Limited * For identification purpose only 2010 Annual Report 5 Corporate Information PRC auditor PricewaterhouseCoopers Zhong Tian CPAs Limited Company Office address of the PRC auditor 26/F, Office Tower A, Beijing Fortune Plaza 7 Dongsanhuan Zhonglu Chaoyang District, Beijing, PRC International auditor PricewaterhouseCoopers Certified Public Accountants Office address of the international auditor 22/F, Prince’s Building Central Hong Kong PRC legal advisor Beijing Jiayuan Law Firm Office address of the PRC legal advisor F407, Ocean Plaza 158 Fuxingmennei Avenue Beijing, PRC Hong Kong legal advisor Slaughter and May Office address of the Hong Kong legal advisor 47/F, Jardine House One Connaught Place Central Hong Kong 6 Metallurgical Corporation of China Ltd. Company Profile The Company was established by China Metallurgical Group Corporation and Baosteel Group Corporation as promoters on 1 December 2008 and was listed on the main boards of the Shanghai Stock Exchange and the Hong Kong Stock Exchange on 21st and 24th of September 2009 respectively. We are a large conglomerate operating in various specialized fields, across different industries and in many countries, with engineering and construction, equipment manufacturing, resources development, and property