ANNUAL REPORT 2012 Contents
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CHINA METAL INTERNATIONAL HOLDINGS INC. (Incorporated in the Cayman Islands with limited liability) Stock Code : 319 ANNUAL REPORT 2012 CONTENTS 2 CORPORATE INFORMATION 3 CHAIrman’s STATEMENT 5 MANAGEMENT DISCUSSION AND ANALYSIS 8 CORPORATE GOVERNANCE REPORT 17 REPORT OF THE DIRECTORS 25 BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT 31 INDEPENDENT AUDITor’s REPORT 32 CONSOLIDATED INCOME STATEMENT 33 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 34 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 35 STATEMENT OF FINANCIAL POSITION 36 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 37 CONSOLIDATED CASH FLOW STATEMENT 38 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 86 FIVE YEARS SUMMARY Annual Report 2012 CHINA METAL INTERNATIONAL HOLDINGS INC 1 CORPORATE INFORMATION BOARD OF DIRECTORS PLACE OF BUSINESS IN HONG KONG Executive Directors Room 1502, 15th Floor The Chinese Bank Building KING Fong-Tien (Chairman) 61-65 Des Voeux Road Central TSAO Ming-Hong (Vice Chairman) Hong Kong WU Cheng-Tao CHEN Shun Min PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE Non-Executive Director Appleby Corporate Services (Cayman) Ltd. Christian Odgaard PEDERSEN Clifton House 75 Fort Street Independent Non-Executive Directors P.O. Box 1350 GT George Town, Grand Cayman WONG Tin Yau, Kelvin, FHKIoD Cayman Islands CHIU LIN Mei-Yu (also known as Mary Lin Chiu) CHEN Pou-Tsang (also known as Angus P.T. Chen) HONG KONG BRANCH SHARE REGISTRAR COMPANY SECRETARY AND TRANSFER OFFICE TSE Kam Fai Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17/F AUTHORISED REPRESENTATIVES Hopewell Centre 183 Queen’s Road East CHEN Shun Min Wanchai, Hong Kong TSE Kam Fai PRINCIPAL BANKERS AUDIT COMMITTEE Agricultural Bank of China WONG Tin Yau, Kelvin, FHKIoD (chairman) Tianjin TEDA Branch CHIU LIN Mei-Yu (also known as Mary Lin Chiu) International Development Building CHEN Pou-Tsang (also known as Angus P.T. Chen) Tianjin Economic Development Area Tianjin, The PRC REMUNERATION COMMITTEE China Construction Bank CHIU LIN Mei-Yu (also known as Mary Lin Chiu) Suzhou High and New Technology Industrial (chairman) Development Zone Branch CHEN Pou-Tsang (also known as Angus P.T. Chen) No. 27, Shi Shan Road KING Fong-Tien Suzhou New District Suzhou, Jiangsu Province NOMINATION COMMITTEE The PRC KING Fong-Tien (chairman) Bank Sinopac CHIU LIN Mei-Yu (also known as Mary Lin Chiu) No. 1, Lane 236 CHEN Pou-Tsang (also known as Angus P.T. Chen) Section 1, Tun Hua S. Road Taipei 106, Taiwan CORPORATE GOVERNANCE COMMITTEE Taipei Fubon Bank KING Fong-Tien (chairman) TSAO Ming-Hong 6/F., No. 169 WU Cheng-Tao Section 4, Jen-Ai Road CHEN Shun Min Taipei 106, Taiwan TSE Kam Fai STOCK CODE AUDITOR 319 KPMG Certified Public Accountants WEBSITE 8th Floor, Prince’s Building 10 Chater Road http://www.hkstockinfo.com/china_metal Central, Hong Kong REGISTERED OFFICE Clifton House 75 Fort Street P.O. Box 1350 GT George Town, Grand Cayman Cayman Islands 2 CHINA METAL INTERNATIONAL HOLDINGS INC Annual Report 2012 CHAIRMAN’S STATEMENT On behalf of the Board, I would like to present to the shareholders the annual results and audited consolidated financial statements of China Metal International Holdings Inc. (the “Company”) and its subsidiaries (the “Group”) for the year ended 31 December 2012. BUSINESS REVIEW The global economy was very unstable in the year 2012. Due to the Diaoyu Islands incidence and up to September 2012, the operations of Japanese companies in China faced with substantial challenges and hence the operations of our Japanese clients in China were affected. Luckily, their operations were recovered in January 2013. Apart from the ever changing of external operating environment, the Group has made certain changes on the management team and adjusted certain management and operation systems for better and more efficient operational management. We expect the Group’s operations and management are approaching and becoming more discipline and efficient. We saw the prominent operation improvement and the increase in gross profit margin from the 4th quarter of 2012 and we believe the Group will have better results in the year 2013. The Group recorded revenue of USD299,332,000 for the year 2012 and this constituted a slight decrease of 2.5% comparing to that of the year 2011. Sales of vehicles parts has increased about 3.3% and expect to have further improvement due to recovery of the market sentiment in the year 2013. Sales of mechanical parts decreased about 13.3% due to decrease of market demand. Sales of compressor parts decreased about 6.4% due to the reason that the Group has given up certain customers and products which have unsatisfactory profit margin. FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS As the Group’s performance for the past two years is not satisfactory, the management has put through certain new management systems in order to enhance the operation efficiency and the results are gradually appearing especially those of CMW (Tianjin) Industry Company Ltd. In the year 2013, the Group will continue with the improvement based on existing foundations. Moreover, plant construction of Suzhou CMB Machinery Company Limited is about to complete by the end of June 2013 according to schedule and the trial production run will be in the second half of 2013. The Group believes this will bring positive contribution to the future growth. FINANCIAL PERFORMANCE For the year ended 31 December 2012, the Group’s revenue was US$299,332,000 and the profit attributable to shareholders was US$30,694,000. FINAL DIVIDEND The Directors recommend to the shareholders of the Company at the forthcoming annual general meeting of the Company to be held on Friday, 10 May 2013 a final dividend of US cent 0.58 per share (equivalent to HK cents 4.5), for the year ended 31 December 2012 to be paid on Monday, 27 May 2013 to the shareholders whose names appear on the Register of Members of the Company on Thursday, 16 May 2013. FUTURE PROSPECTS AND LONG TERM STRATEGIES Foundry of iron casting is a conventional, fairly matured industry and it is the Company’s core business. In 20 years, we have built 4 factories in China. We understand the market both domestically and internationally. Our efforts in the long run would rather focus on “Marketing” and “Management” where we see potentiality of the vertical integration of the products mix in our production. In order to outrun our competitors in the industry “Merger and Acquisition” would be an option. We don’t limit ourselves as “iron casting” foundry only, other non-ferro and/or alloy casting and metal fabrication, metal finishing, assembly work could be endeavored so long as our products/services to provide an added value for customers. We will definitely be more centralized than ever, instead of having each of 4 factories run independently, we will consolidate the resources to achieve cost-saving synergy. We will bring more Industrial Management and Industrial Engineering trained staffs to our plants to enable us run more efficiently. We now have a slogan “Cast Value” which will be instilled into minds of all the employees so each and everyone in the Group to share a more “service oriented” common goal, and to elicit “We create Value for customers.” in turn “We create Value for investors.” Annual Report 2012 CHINA METAL INTERNATIONAL HOLDINGS INC 3 CHAIRMAN’S STATEMENT APPRECIATION I would like to take this opportunity to express my sincere gratitude to the contributions by all our Directors, management team and all staff to the Group. Also thanks for the support from our business partners, investors and shareholders throughout all these years. King Fong-Tien Chairman Hong Kong, 28 March 2013 4 CHINA METAL INTERNATIONAL HOLDINGS INC Annual Report 2012 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW The Group recorded revenue of US$299,332,000 for the year 2012 and this constituted a slight decrease of 2.5% comparing to that of the year 2011. Sales of vehicles parts has increased about 3.3% and expect to have further improvement due to recovery of the market sentiment in the year 2013. Sales of mechanical parts decreased about 13.3% due to decrease of market demand. Sales of compressor parts decreased about 6.4% due to the reason that the Group has given up certain customers and products which have unsatisfactory profit margin. Gross profit for the year ended 31 December 2012 amounted to approximately US$62,586,000 (2011: US$64,408,000), representing a gross profit margin of 20.9% (2011: 21.0%). Profit from operations for the year ended 31 December 2012 was approximately US$38,853,000 (2011: US$36,630,000) or 13.0% (2011: 11.9%) of recorded turnover. Profit attributable to equity shareholders of the Company for the year ended 31 December 2012 amounted to US$30,694,000 (2011: US$31,389,000), representing a slight decrease of 2.2%. Administrative expenses for the year ended 31 December 2012 amounted to US$13,848,000 (2011: US$13,709,000), representing a slight increase of about 1.0%. Administrative expenses as a percentage of revenue increased to 4.6% as compared to 4.5% of the last corresponding period. LIQUIDITY AND FINANCIAL RESOURCES The Group remains a sound financial position. At 31 December 2012, the Group’s cash and cash equivalents amounted to US$43,342,000 (2011: US$25,989,000). At 31 December 2012, the Group’s had total banking facilities amounting to approximately US$100,000,000 (2011: US$51,439,000) which were utilized to the extent of US$61,600,000 (2011: US$37,772,000). Unsecured bank loans amounted to US$3,118,000 were repayable within 1 year and US$55,000,000 were repayable after 2 years but within 5 years respectively (2011: US$13,170,000 and US$20,000,000).