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Contents Section I Definitions ........................................................... 2 Section II Company Profile and Major Financial Indicator ............................... 3 Section III Company Business Summary ............................................ 10 Section IV Management Discussion and Analysis...................................... 12 Section V Significant Events ..................................................... 41 Section VI Movement of Ordinary Shares and the Particulars of Shareholders ................ 76 Section VII Related Information of Preferred Shares .................................... 86 Section VIII Directors, Supervisors, Senior Management and Staff .......................... 87 Section IX Corporate Governance ................................................. 117 Section X Relevant Information On Corporate Bond ................................... 152 Section XI Financial Report ...................................................... 153 Section XII Documents Available For Inspection ....................................... 324 IMPORTANT NOTICE I. The Board, the Supervisory Committee and directors, supervisors and senior management of the Company warrant that there are no false representations, misleading statements contained in or material omissions from this annual report and collectively and individually accept full responsibility for the truthfulness, accuracy and completeness of the contents hereof. II. All directors of the Company attended the Board meeting. III. Ernst & Young Hua Ming LLP issued a standard unqualified audit report for the Company. IV. Mr. Zhou Zhu Ping, head of the Company, and Mr. Lv Feng, the Chief Financial Officer and the Chief Accountant, have declared that they guarantee the truthfulness, accuracy and completeness of the financial statements in the annual report. V. The profit distribution proposal or proposal to transfer capital reserve to share capital for the Reporting Period as considered by the Board According to the auditing by Ernst & Young Hua Ming LLP, the net profit attributable to shareholders of the Company for 2019 amounted to RMB926 million, and the unappropriated profit as at the end of 2019 amounted to RMB-9.364 billion. As the Company recorded a negative unappropriated profit carried forward, the directors suggested not to make profit distribution or transfer capital reserve to share capital pursuant to the Article 250 of the Articles of Association for 2019. VI. Risk warning in respect of forward-looking statements ✓ Applicable Not applicable The forward-looking statements set out in this annual report such as future plans involve uncertainties and do not constitute the Company’s substantial commitment to investors. Investors are advised to be aware of investment risks. VII. Is there any non-operational fund occupancy by the controlling shareholder or its related party? No VIII. Is there any provision of external guarantee by the Company in violation of the stipulated decision making procedure? No IX. Major Risk Warning During the Reporting Period, there was no major risk warning. X. Others Applicable ✓ Not applicable Section I Definitions I. DEFINITIONS Unless the context otherwise requires, the following expressions have the following meanings in this report: Definitions of common terms CSRC China Securities Regulatory Commission SSE Shanghai Stock Exchange HKEx The Stock Exchange of Hong Kong Limited Siyuanhe Investment Siyuanhe Equity Investment Management Co., Ltd. Siyuanhe Fund Siyuanhe (Shanghai) Steel Industry Equity Investment Fund Center (Limited Partnership) Siyuanhe Industrial Siyuanhe (Chongqing) Iron & Steel Industrial Development and Equity Development Fund Investment Fund Partnership (LP) Changshou Iron & Steel, Chongqing Changshou Iron & Steel Company Limited controlling shareholder Company, Group, Chongqing Iron & Steel Company Limited Chongqing Iron & Steel General Meeting the general meeting of Chongqing Iron & Steel Company Limited Board the board of directors of Chongqing Iron & Steel Company Limited Supervisory Committee the supervisory committee of Chongqing Iron & Steel Company Limited Companies Law the Companies Law of the People’s Republic of China Securities Law the Securities Law of the People’s Republic of China Articles of Association Articles of Association of Chongqing Iron & Steel Company Limited Reporting Period From 1 January 2019 to 31 December 2019 RMB, RMB’000, RMB0’000, RMB yuan, RMB thousand yuan, RMB ten thousand yuan, RMB hundred RMB00’000’000 million yuan 2 2019 Annual Report Section II Company Profile and Major Financial Indicators I. COMPANY INFORMATION Chinese name 重慶鋼鐵股份有限公司 Abbreviation of Chinese name 重慶鋼鐵 English name Chongqing Iron & Steel Company Limited Abbreviation of English name CISC Legal representative Zhou Zhu Ping II. CONTACT INFORMATION Secretary to the Board Securities representative Name Meng Xiangyun Peng Guo Ju Correspondence No. 1 Gangcheng Avenue, No. 1 Gangcheng Avenue, Changshou address Changshou Economic Development Economic Development Zone, Zone, Chongqing, the PRC Chongqing, the PRC Telephone 86-23-6887 3311 86-23-6898 3482 Fax 86-23-6887 3189 86-23-6887 3189 E-mail [email protected] [email protected] III. BASIC INFORMATION Registered address No. 1 Gangcheng Avenue, Changshou Economic Development Zone, Chongqing, the PRC Postal code of registered 401258 address Office address No. 1 Gangcheng Avenue, Changshou Economic Development Zone, Chongqing, the PRC Postal code of office address 401258 Website http://www.cqgt.cn E-mail [email protected] Chongqing Iron & Steel Company Limited 3 Section II Company Profile and Major Financial Indicators (Continued) IV. INFORMATION DISCLOSURE AND PLACE FOR INSPECTION Name of media designated China Securities Journal, Shanghai Securities News, Securities Times by the Company for and Securities Daily information disclosure Website designated http://www.sse.com.cn by CSRC for publishing https://sc.hkex.com.hk (HKEx) annual reports Place for inspection of Secretariat of the Board of the Company annual reports V. BASIC INFORMATION ABOUT THE SHARES OF THE COMPANY Basic Information about the Shares of the Company Abbreviated Class of Abbreviated name before shares Place of listing name Stock code change A shares Shanghai Stock Exchange Chongqing Iron & 601005 N/A Steel H shares The Stock Exchange of Chongqing Iron & 01053 N/A Hong Kong Limited Steel VI. OTHER RELATED INFORMATION Accounting firm engaged by Name Ernst&Young Hua Ming LLP the Company (domestic) Office address 16/F, Ernst & Young Tower, Oriental Plaza, 1 East Chang’an Avenue, Beijing, the PRC Name of Ai Wei (艾維),Wang Dan (王丹) accountants signing-off the report 4 2019 Annual Report Section II Company Profile and Major Financial Indicators (Continued) VII. KEY ACCOUNTING DATA AND FINANCIAL INDICATORS FOR THE LAST THREE YEARS (I) Key Accounting Data Unit: RMB ’000 Currency: RMB Increase/ decrease from last Key accounting data 2019 2018 year 2017 (%) Operating income 23,477,597 22,638,957 3.70 13,236,840 Net profit attributable to shareholders of the Company 925,723 1,787,906 -48.22 320,086 Net profit attributable to shareholders of the Company after deducting non-recurring profit and loss 726,508 1,677,588 -56.69 -1,870,066 Net cash flow generated from operating activities -405,326 1,338,195 -130.29 505,815 Increase/ decrease At the end of At the end of from last At the end of 2019 2018 year 2017 (%) Net assets attributable to shareholders of the Company 19,396,003 18,531,665 4.66 16,730,115 Total assets 26,975,726 26,933,351 0.16 25,012,459 Chongqing Iron & Steel Company Limited 5 Section II Company Profile and Major Financial Indicators (Continued) VII. KEY ACCOUNTING DATA AND FINANCIAL INDICATORS FOR THE LAST THREE YEARS (CONTINUED) (II) Key Financial Indicators Increase/ decrease from last Key financial indicators 2019 2018 year 2017 (%) Basic earnings per share (RMB per share) 0.10 0.20 -50.00 0.04 Diluted earnings per share (RMB per share) 0.10 0.20 -50.00 0.04 Basic earnings per share after deducting non-recurring profit and loss (RMB per share) 0.08 0.19 -57.89 -0.21 Weighted average return on net Decrease assets (%) by 5.26 percentage 4.88 10.14 points -1,290.51 weighted average return on Decrease net assets after deducting by 5.69 nonrecurring profit and loss (%) percentage 3.83 9.52 points 7,539.68 Explanation on the key accounting data and financial indicators for the last three years at the end of the Reporting Period Applicable ✓ Not applicable 6 2019 Annual Report Section II Company Profile and Major Financial Indicators (Continued) VIII. DIFFERENCE IN ACCOUNTING DATA UNDER THE PRC ACCOUNTING STANDARDS AND OVERSEAS ACCOUNTING STANDARDS (I) Difference between the net profit and net assets attributable to shareholders of listed companies as disclosed in the financial statements under International Accounting Standards and those under PRC Accounting Standards Applicable ✓ Not applicable (II) Difference between net profit and net assets attributable to shareholders of listed companies as disclosed in the financial statements under overseas accounting standards and those under PRC Accounting Standards Applicable ✓ Not applicable (III) Explanation on the differences between the PRC accounting standards and overseas accounting standards: Applicable ✓ Not applicable IX. MAJOR FINANCIAL DATA OF EACH QUARTER OF 2019 Unit: RMB ’000 Currency: RMB 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter (January – (April – (July – (October – March) June) September) December Operating income