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A Global Leading Fabricated Aluminium Product Developer and Manufacturer Annual Report 2017

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A Global Leading Fabricated Aluminium Product Developer and Manufacturer Annual Report 2017 ANNUAL REPORT 2017 A GLOBAL LEADING FABRICATED ALUMINIUM PRODUCT DEVELOPER AND MANUFACTURER ANNUAL REPORT 2017 ANNUAL www.zhongwang.com AN INTEGRATED LIGHT-WEIGHT SOLUTION PROVIDER Contents 2 Corporate Information 4 Corporate Profile 6 Financial Highlights 8 Core Businesses 10 Corporate Milestones 12 Chairman’s Statement 18 Management Discussion and Analysis 34 Profiles of Directors and Senior Management 43 Report of the Directors 58 Corporate Governance Report 72 Environmental, Social and Governance Report 93 Independent Auditor’s Report 99 Consolidated Financial Statements 105 Notes to the Financial Statements 172 Five-year Financial Summary 2 China Zhongwang Holdings Limited Annual Report 2017 Corporate Information Place of Listing Strategy and Development Committee The Stock Exchange of Hong Kong Limited Mr. Lu Changqing (Chairman) Ms. Ma Qingmei Stock Code Mr. Wen Xianjun 01333 Joint Company Secretaries Executive Directors Mr. Cui Weiye Ms. Cheung Yuet Fan Mr. Lu Changqing (Chairman and president) Ms. Ma Qingmei Authorised Representatives Non-executive Directors Mr. Lu Changqing Mr. Cui Weiye Mr. Chen Yan Mr. Liu Zhisheng Principal Bankers Mr. Zhang Hui Bank of China Limited Independent Non-executive Directors Agricultural Bank of China Limited Industrial and Commercial Bank of China Limited Mr. Wong Chun Wa China Construction Bank Corporation Mr. Wen Xianjun Bank of Communications Corporation Limited Mr. Shi Ketong China Development Bank Corporation Mr. Lo Wa Kei, Roy Bank of America, N. A. Hang Seng Bank Limited Audit Committee Standard Chartered Bank (Hong Kong) Limited Mr. Wong Chun Wa (Chairman) Mr. Wen Xianjun Registered Office Mr. Shi Ketong Cricket Square, Hutchins Drive P.O. Box 2681 Nomination and Remuneration Grand Cayman Committee KY1-1111 Cayman Islands Mr. Wen Xianjun (Chairman) Mr. Lu Changqing Mr. Shi Ketong Head Office and Principal Place of Business in the PRC Corporate Governance Committee No. 299,Wensheng Road Liaoyang City Mr. Lo Wa Kei, Roy (Chairman) Liaoning 111003 Mr. Wen Xianjun PRC Mr. Shi Ketong 42/F China World Tower No.1 Jianguomenwai Avenue Beijing 100004 PRC 3 China Zhongwang Holdings Limited Annual Report 2017 Corporate Information Place of Business in Hong Kong Hong Kong Branch Share Registrar 56/F, Bank of China Tower Computershare Hong Kong Investor Services Limited 1 Garden Road, Admiralty Shops 1712–1716, 17th Floor Hong Kong Hopewell Centre 183 Queen’s Road East Legal Advisors Wanchai, Hong Kong As to Hong Kong laws Investor and Media Relations Morrison & Foerster Consultant 33/F, Edinburgh Tower The Landmark Cornerstones Communications Ltd. 15 Queen’s Road Central Unit 1408-10, 14F Hong Kong Dominion Centre 43-59 Queen’s Road East As to PRC laws Hong Kong King & Wood Mallesons 20th Floor, East Tower Closure of Register of Members World Financial Centre 1 Dongsanhuan Zhonglu For the purpose of determining shareholders who are Chaoyang District entitled to attend and vote at the annual general meeting Beijing 100020, PRC of the Company to be held on 25 May 2018, the register of members of the Company will be closed from Friday, Auditor 18 May 2018 to Friday, 25 May 2018 (both days inclusive), during which period no transfer of shares will be effected. All BDO Limited instruments of transfers (including relevant share certificates 25th Floor, Wing On Centre and transfer forms) must be lodged at the Hong Kong Branch 111 Connaught Road Central Share Registrar, Computershare Hong Kong Investor Services Hong Kong Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 Principal Share Registrar in the p.m.(Hong Kong time) on Thursday, 17 May 2018, being the Cayman Islands last share registration date. Royal Bank of Canada Trust Company (Cayman) Limited Annual General Meeting 4th Floor, Royal Bank House 24 Shedden Road, George Town The Company’s annual general meeting will be held on 25 Grand Cayman KY1-1110 May 2018, a notice of which is included in the circular to be Cayman Islands dispatched to shareholders together with this annual report. Company Website www.zhongwang.com 4 China Zhongwang Holdings Limited Annual Report 2017 Corporate Profile A Global Leading Fabricated Aluminium Product Developer and Manufacturer 5 China Zhongwang Holdings Limited Annual Report 2017 Corporate Profile China Zhongwang Holdings Limited (the “Company”, together with its subsidiaries, the “Group”), is the second largest industrial aluminium extrusion product developer and manufacturer in the world and the largest in Asia1. On 8 May 2009, the Company (stock code: 01333) was successfully listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The Group has been primarily focusing on the light-weight development in the ecological construction, transportation, machinery and equipment and electric power engineering downstream sectors through the provision of quality fabricated aluminium products. The Group was founded in 1993 with its headquarters based in Liaoning Province, China, and is now mainly engaged in aluminium extrusion and deep processing businesses. The Group currently has over 90 aluminium extrusion production lines, including 22 production lines of large-scale aluminium extrusion presses of 75MN or above. Meanwhile, the Group has also built a world-leading aluminium tilt smelting and casting facility which is ancillary to the extrusion production lines, as well as the largest customised industrial aluminium extrusion product die design and manufacturing centre in Asia. The Group has a professional research and development (“R&D”) team and was certified by the Chinese government as a “State Accredited Enterprise Technology Centre”, a “State CNAS Laboratory” and an “Aviation and Rail Transit Aluminium Processing Technology National- local Collaborated Research Centre”. The Group’s unique core competitiveness in the industry lies in the comprehensive strength of its four-in-one model, i.e. the integration of smelting and casting, die design, advanced equipment and R&D capability all under one roof. In order to further enhance its industry chain, the Group is currently developing the high value-added aluminium flat rolling project in Tianjin, the first production line of which is now in operation. Upon completion, the project will become the world’s largest one-time planning, and the most advanced aluminium flat rolling production base with state-of-the-art equipment. Furthermore, it will become the Group’s third core business complementary to and resources sharing with the existing aluminium extrusion and deep processing businesses and thereby achieving synergies. Looking forward, the Group will continue to be committed to the R&D and manufacture of high-end aluminium alloy products and focus on light-weight development in the ecological construction, transportation, machinery and equipment and electric power engineering sectors that aims at reducing energy consumption and facilitating low carbon emission. The Group will actively seek to maintain its leading edge in the aluminium extrusion sector, extend its reach to the high-end aluminium flat rolling business and develop aluminium deep processing technologies, working relentlessly to become a leading integrated light-weight solutions provider. For further information on the Group, please visit our website at www.zhongwang.com. 1 Rankings and relevant information relating to aluminium extrusion product manufacturers in the world are cited from a report prepared by Beijing Antaike Information Co., Ltd. dated June 2017. 6 China Zhongwang Holdings Limited Annual ReportReport 2017 Financial Highlights 2017 20162016 RMB’000RMB’000 RMB’000RMB’000 RevenueRevenue 19,458,82619,458,826 16,695,54316,695,543 Gross profitprofit 66,348,579,348,579 6,288,3786,288,378 EBITDA (Note 1) 66,856,350,856,350 5,366,2675,366,267 Profit for the year 3,3,868,195868,195 2,907,1592,907,159 Earnings per share (RMB) (Note 2) 0.500.50 0.410.41 Final dividend per share (HKD) 0.0.1515 0.0.1010 Full year dividend per share (HKD) 0.25 00.21.21 Bank balances, financial products and cash (Note 3) 1313,574,912,574,912 14,515,714,515,72020 Total equity attributable to equity shareholders of the Company 330,487,8910,487,891 28,015,902 Total equity attributable to equity shareholders of the Company 28,015,902 2017 20162016 CurrentCurrent ratio (Note(Note 4)4) 1.05 1.261.26 Inventory turnover in days (Note 55)) 151533 121244 Trade receivable turnover in days (Note 6) 93 36 Trade payable turnover in days (Note 7) 181877 171766 Gross mamarginrgin 32.632.6%% 337.7%7.7% Gearing ratio (Note 8) 63.863.8%% 57.057.0%% Revenue compositioncomposition — by business AluminiumAluminium extrusionextrusion businessbusiness 87.9%87.9% 85.3%85.3% Aluminium flat rolling businessbusiness 8.28.2%% — Deep processing business 3.3.7%7% 114.6%4.6% OOthersthers 00.2%.2% 00.1%.1% Gross profit composition — by business Aluminium extrusion business 95.895.8%% 883.2%3.2% Aluminium flat rolling businesbusinesss 2.92.9%% — Deep processing business 00.7%.7% 116.5%6.5% OOthersthers 0.0.6%6% 0.0.3%3% Notes:Notes: 1. EBITDA = profprofitit before taxation + finance costs + amortisation of preprepaidpaid lealeasese ppayments+depreciationayments+depreciation of propproperty,erty, plplantant and equiequipmentpment + amortisation of other inintangibletangible assets 2. EarninEarningsgs per share is calculated based on the profit attributable to equityequity shareholders of the CompanyCompany for each of the yyearsears ended 31 December 2017 and 2016 and on the weigweightedhted aveaveragerage number of ordinaryordinary shares,shares, convertible preferencepreference shares and share optionsoptions duringduring thatthat year.year. 33.. Bank balances, financial products and cash = cash and cash equivalents + short-term deposits + pledpledgedged bank deposits + available-for-saleavailable-for-sale financial assetsassets 4. Current ratio = current assets/currentassets/current liabilities 55.. InvenInventorytory turnover in daydayss = 365* ((i((inventorynventory balance at the begibeginningnning of the yeayearr + inventorinventoryy babalancelance at the end of the yearyear)/2)/cost)/2)/cost of sales for thethe yearyear 6.
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