Annual Report 年度報告 2019 2019
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ai1587437366551_CSSC Offshore AR19 cover_william_full 23.7mm.pdf 1 21/4/2020 上午10:49 H Stock Code: 00317 A Stock Code: 600685 ANNUAL REPORT 年度報告 2019 2019 C M Y CM MY CY CMY K 二零一九年年度報告 2 0 1 9 ANNUAL REPORT TABLE OF CONTENTS Section I Definitions and Important Risk Warnings 3 Section II Company Overview and Major Financial Indicators 4 Section III Business Overview of the Company 9 Section IV Report of the Board 11 Section V Significant Events 32 Section VI Changes in Ordinary Shares and Shareholders 69 Section VII Directors, Supervisors, Senior Management Officers and Employees 74 Section VIII Corporate Governance 81 Section IX Internal Control 88 Section X Financial Report 89 Section XI Five-Year Financial Summary 274 CSSC Offshore & Marine Engineering (Group) Company Limited 1 Annual Report 2019 IMPORTANT NOTICE I The Board, the Supervisory Committee and the Directors, Supervisors and senior management of the Company warrant that there are no false statements, misleading information or material omissions in this annual report and are jointly and severally responsible for the truthfulness, accuracy and completeness of the contents of this annual report. II All Directors of the Company attended the 26th meeting of the ninth session of the Board held on 27 March 2020, of which Mr. Xiang Huiming, executive Director, appointed Mr. Sheng Jigang, executive Director, to attend and vote on his behalf; Mr. Chen Ji, executive Director, appointed Mr. Chen Zhongqian, executive Director, to attend and vote on his behalf; Mr. Shi Jun, non-executive Director, appointed Mr. Chen Liping, executive Director, to attend and vote on his behalf; Mr. Liu Renhuai, independent non-executive Director, appointed Mr. Yu Shiyou, independent non-executive Director, to attend and vote on his behalf. The annual report for 2019 was unanimously approved at the meeting. III WUYIGE Certified Public Accountants LLP has issued standard auditors’ report without qualifying opinions for the Company. IV Han Guangde, the person in charge of the Company, Hou Zengquan, the person in charge of accounting, and Xie Weihong, the head of accounting department (accountant in charge), have declared that they guarantee the truthfulness, accuracy and completeness of the financial statements contained in this annual report. V Profit distribution proposal or proposal for capitalisation of capital reserves of the Company for the Reporting Period considered by the Board The Company will not make profit distribution or issue new bonus shares by capitalisation of capital reserve for 2019. Please refer to Section V of this report. The profit distribution proposal is subject to the approval at the 2019 annual general meeting. VI This annual report contains forward-looking statements that involve future plans and development strategies which do not constitute a commitment by the Company to its investors. Investors should be aware of the investment risks. VII No controlling shareholder or related party of the Company has misappropriated funds of the Company and no guarantee has been provided for by the Company in violation of the required decision-making procedures. VIII This annual report is prepared in both Chinese and English. In case of any discrepancy, the Chinese version shall prevail. CSSC Offshore & Marine Engineering (Group) Company Limited Annual Report 2019 2 SECTION I DEFINITIONS AND IMPORTANT RISK WARNINGS I DEFINITIONS Unless otherwise stated in context, the following terms shall have the following meanings in this report: Definitions of frequently used terms DWT (deadweight tonnage) deadweight capacity with tonne as unit CSSC China State Shipbuilding Corporation Limited Company CSSC Offshore & Marine Engineering (Group) Company Limited Group CSSC Offshore & Marine Engineering (Group) Company Limited and its subsidiaries CSSC International CSSC International Holding Company Limited, an overseas wholly-owned subsidiary of China State Shipbuilding Corporation Limited CSSC Finance CSSC Finance Company Limited, a non-banking financial institution wholly-owned by China State Shipbuilding Corporation Limited CSSC Holdings China CSSC Holdings Limited, a listed company controlled by China State Shipbuilding Corporation Limited Huangpu Wenchong CSSC Huangpu Wenchong Shipbuilding Company Limited, a 54.5371%-owned subsidiary of the Company as at the end of the Reporting Period GSI Guangzhou Shipyard International Company Limited, a 73.7232%-owned subsidiary of the Company as at the end of the Reporting Period Chengxi Yangzhou CSSC Chengxi Yangzhou Shipbuilding Company Limited, a company owned as to 49% by the Company as at the end of the Reporting Period Wenchong Shipyard Guangzhou Wenchong Shipyard Co., Ltd, a wholly-owned subsidiary of Huangpu Wenchong Wenchong Dockyard Guangzhou Wenchong Dockyard Co., Ltd., a wholly-owned subsidiary of GSI Zhongshan GSI Zhongshan GSI Marine Engineering Company Limited, a wholly-owned subsidiary of GSI United Steel Guangzhou United Steel Structures Limited, a wholly-owned subsidiary of GSI Wenchuan Heavy Industrial Guangzhou Wenchuan Heavy Industrial Co., Ltd., a wholly-owned subsidiary of Huangpu Wenchong CSSC Internet CSSC Industrial Internet Co., Ltd. WUYIGE WUYIGE Certified Public Accountants LLP ShineWing ShineWing Certified Public Accountants LLP Nanfang Environment Nanfang Environment Co., Ltd, a 95%-owned subsidiary of GSI as at the end of the Reporting Period SSE Shanghai Stock Exchange Stock Exchange The Stock Exchange of Hong Kong Limited II IMPORTANT RISK WARNINGS The relevant risks which might exist have been described in this report in details, please refer to Section IV “Report of the Board” for the risks that the Company might face. CSSC Offshore & Marine Engineering (Group) Company Limited 3 Annual Report 2019 SECTION II COMPANY OVERVIEW AND MAJOR FINANCIAL INDICATORS I INFORMATION OF THE COMPANY Chinese name of the Company 中船海洋與防務裝備股份有限公司 Chinese abbreviation 中船防務 English name of the Company CSSC OFFSHORE & MARINE ENGINEERING(GROUP)COMPANY LIMITED English abbreviation COMEC Legal representative of the Company Han Guangde II CONTACT PERSONS AND CONTACT METHOD Secretary to the Board Authorised Securities Representative Name Li Zhidong Yu Wenbo Contact address 15th Floor, Ship Building, No. 137 Gexin Road, Haizhu 15th Floor, Ship Building, No. 137 Gexin Road, District, Guangzhou City, the People’s Republic of Haizhu District, Guangzhou City, the People’s China Republic of China Telephone 020-81636688 020-81636688 Fax 020-81896411 020-81896411 E-mail [email protected] [email protected] III GENERAL INFORMATION Registered address of the Company 15th Floor, Ship Building, No. 137 Gexin Road, Haizhu District, Guangzhou City, the People’s Republic of China Postal code 510250 Office address of the Company 15th Floor, Ship Building, No.137 Gexin Road, Haizhu District, Guangzhou City, the People’s Republic of China Postal code 510250 Website comec.cssc.net.cn E-mail [email protected] IV INFORMATION DISCLOSURE AND PLACE FOR INSPECTION Name of media designated for information disclosure China Securities Journal, Securities Times and Securities Daily Website designated by the CSRC for publishing annual reports www.sse.com.cn HKEXnews website of the Stock Exchange www.hkexnews.hk Place for inspection of the annual report of the Company Office of the Board V INFORMATION ON THE COMPANY’S SHARES Information on the Company’s shares Stock exchange on Stock Stock abbreviation Class of shares which the shares are listed abbreviation Stock code before change A Shares Shanghai Stock Exchange COMEC 600685 GSI H Shares The Stock Exchange of Hong Kong Limited COMEC 00317 GUANGZHOU SHIP CSSC Offshore & Marine Engineering (Group) Company Limited Annual Report 2019 4 SECTION II COMPANY OVERVIEW AND MAJOR FINANCIAL INDICATORS VI OTHER RELATED INFORMATION Accounting firm engaged Name WuYiGe by the Company (domestic) Office address 1504, Xueyuan International Tower No.1 Zhichun Road, Haidian District, Beijing, the PRC Names of signing Yang Xin, Xu Zongliang, Xiao Zuguang accountant Accounting firm engaged Name WuYiGe by the Company (overseas) Office address 1504, Xueyuan International Tower No.1 Zhichun Road, Haidian District, Beijing, the PRC Names of signing Yang Xin, Xu Zongliang, Xiao Zuguang accountant Financial advisor performing Name None continuous monitoring Office address None and guidance duties during the Reporting Period Signing officers of None financial advisors Period of continuous None monitoring and guidance Legal adviser appointed Name ETR Law Firm by the Company (domestic) Office address 29/F, CTF Finance Centre (Guangzhou East Tower), 6 Zhujiang Road East, Zhujiang New Town, Guangzhou Legal adviser appointed Name Herbert Smith Freehills by the Company (Hong Kong) Office address 23/F, Gloucester Tower, 15 Queen’s Road Central, Hong Kong Share registrar and transfer office A Shares China Securities Depository and Clearing Corporation Limited Shanghai Branch Office address 3/F, China Insurance Building, 166 Lujiazui East Road, Pudong New Area, Shanghai H Shares Hong Kong Registrars Limited Office address 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong CSSC Offshore & Marine Engineering (Group) Company Limited 5 Annual Report 2019 SECTION II COMPANY OVERVIEW AND MAJOR FINANCIAL INDICATORS VII MAJOR ACCOUNTING DATA AND FINANCIAL INDICATORS FOR THE PAST THREE YEARS (i) Major accounting data Unit: Yuan Currency: RMB Change compared to same period Major accounting data 2019 2018 last year (%) 2017 Operating