ANNUAL REPORT 2018 1 Corporate Information
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Contents 2 Corporate Information 4 Chairman’s Statement 9 Management’s Discussion and Analysis 15 Profile of Directors and Senior Management 22 Corporate Governance Report 32 Report of the Directors 48 Independent Auditor’s Report 53 Consolidated Balance Sheet 55 Consolidated Income Statement 56 Consolidated Statement of Comprehensive Income 57 Consolidated Statement of Changes in Equity 59 Consolidated Statement of Cash Flows 61 Notes to the Consolidated Financial Statements 162 Financial Summary XINYI GLASS HOLDINGS LIMITED I ANNUAL REPORT 2018 1 Corporate Information EXECUTIVE DIRECTORS LEGAL ADVISERS AS TO HONG KONG LAW Dr. LEE Yin Yee, B.B.S. (Chairman) ø~< Squire Patton Boggs Mr. TUNG Ching Bor (Vice Chairman) 29th Floor, Edingburgh Tower Mr. TUNG Ching Sai (Chief Executive Officer) <ø The Landmark Mr. LEE Shing Kan 15 Queen’s Road Central Central NON-EXECUTIVE DIRECTORS Hong Kong Mr. LI Ching Wai Mr. SZE Nang Sze AUDITOR Mr. LI Ching Leung PricewaterhouseCoopers, Certified Public Accountants Mr. NG Ngan Ho 22nd Floor, Prince’s Building INDEPENDENT NON-EXECUTIVE DIRECTORS Central, Hong Kong Mr. LAM Kwong Siu, S.B.S. # *+ <ø PRINCIPAL BANKERS Mr. WONG Chat Chor Samuel # <ø Dr. WONG Ying Wai, G.B.S., JP # <ø Bank of China (Hong Kong) Mr. TRAN Chuen Wah, John # Bank of East Asia Mr. TAM Wai Hung, David # Citibank, N.A. CTBC Bank (Hong Kong) * Chairman of audit committee China Construction Bank # Members of audit committee Credit Industriel et Commercial (Hong Kong Branch) + Chairman of remuneration committee DBS Bank ø Members of remuneration committee First Abu Dhabi Bank ~ Chairman of nomination committee Hang Seng Bank < Members of nomination committee HSBC CHIEF FINANCIAL OFFICER & Hua Nan Commercial Bank (Macau Branch) COMPANY SECRETARY Korean Development Bank Asia Malayan Banking Berhad Mr. LAU Sik Yuen, FCPA, AICPA Mizuho Bank REGISTERED OFFICE Nanyang Commercial Bank Standard Chartered Bank P.O. Box 1350 GT, Clifton House, 75 Fort Street Sumitomo Mitsui Banking Corporation George Town, Grand Cayman, KY1-1108 Bank of China Cayman Islands Bank of Communications PRINCIPAL PLACE OF BUSINESS Ping An Bank IN HONG KONG China Citic Bank Huishang Bank Unit 2101-2108, 21st Floor Industrial and Commercial Bank of China Rykadan Capital Tower Industrial Bank 135 Hoi Bun Road Shanghai Pudong Development Bank Kwun Tong, Kowloon State Bank of India (Hong Kong Branch) Hong Kong 2 XINYI GLASS HOLDINGS LIMITED I ANNUAL REPORT 2018 HONG KONG BRANCH SHARE REGISTRAR AND KEY DATES TRANSFER OFFICE Closure of register of members for the purpose of Computershare Hong Kong Investor Services Limited determining the entitlements to attend and vote Rooms 1712-1716, 17th Floor, Hopewell Centre at the Annual General Meeting: Thursday, 9 May 2019 183 Queen’s Road East to Wednesday, 15 May 2019 (both days inclusive) Hong Kong Date of Annual General Meeting: Wednesday, 15 May 2019 Closure of register of members for the purpose of PRINCIPAL SHARE REGISTRAR AND determining the entitlements to the final dividend: TRANSFER OFFICE Tuesday, 21 May 2019 to Thursday, 23 May 2019 Proposed final dividend payable date: Estera Trust (Cayman) Limited On or about Wednesday, 3 July 2019 P. O. Box 1350 GT, Clifton House, 75 Fort Street George Town, Grand Cayman, KY1-1108 Cayman Islands WEBSITE http://www.xinyiglass.com SHARE INFORMATION Place of listing: Main Board of The Stock Exchange of Hong Kong Limited Stock code: 00868 Listing date: 3 February 2005 Board lot: 2,000 ordinary shares Financial year end: 31 December Share price as at the date of this annual report: HK$9.70 Market capitalisation as at the date of this annual report: Approximately HK$38.7 billion XINYI GLASS HOLDINGS LIMITED I ANNUAL REPORT 2018 3 Chairman’s Statement On behalf of the Board (the “Board”) of Directors (the “Directors”) of Xinyi Glass Holdings Limited (the “Company”), I am pleased to announce the full-year audited consolidated results of the Company and its subsidiaries (collectively the “Group”) for the financial year ended 31 December 2018. In comparison with 2017, the Group’s turnover increased by about 8.7% to HK$16,014.5 million in 2018. The net profit attributable to equity holders of the Company from the continuing operation increased significantly by about 5.6% to HK$4,236.8 million in 2018. Basic earnings per share (the “Share”) were 105.71 HK cents, as compared with 101.14 HK cents last year. We are pleased with the results achieved by the Group in 2018 and propose payment of a final dividend of 27.0 HK cents per Share upon approval by the shareholders (the “Shareholders”) at the forthcoming annual general meeting (the “Annual General Meeting”). I present below an overview of the business of the Group during 2018 and key development highlights for the coming year. THE DEVELOPMENT OF THE PRC GLASS INDUSTRY HAS BEEN INFLUENCED BY INDUSTRIAL, ENVIRONMENTAL AND MONETARY POLICIES AS WELL AS THE SINO-US TRADE WAR AND DEPRECIATION OF THE RMB The growth of the PRC economy has slowed during the year ended 31 December 2018. The Group’s operations in the automobile glass, architectural glass and float glass segments have faced a myriad of challenges. Nonetheless, the Group has managed to achieve moderately favorable operating results mainly due to the implementation of stringent controls over production costs, better variety of float glass products, new overseas contributions from the operation in Malaysia, and more effective marketing strategies for the architectural glass and automobile glass divisions. The PRC property development market has experienced moderate growth while the construction sector has been operating under a more difficult environment owing to tighter funding liquidity as a result of the PRC government’s de-leverage policy. Nevertheless, within the highly competitive energy-saving Low-E glass market of the PRC construction industry, the Group’s architectural glass business has achieved a remarkable increase in sales volume due to its aggressive marketing strategy. The float glass sector has experienced a gradual slowdown in demand during the second quarter and the end of the year due to tighter liquidity in funding and restrictive government policy towards the property market in the PRC. Positive developments for the Group include the launch of new product specifications for its double insulations and laminated insulation glass window structures for better heat retention and lamination to address higher safety standards for the architectural glass industry in the PRC, the introduction of a wider variety of float and specialty glass products and colour mix and the operation of the new float glass production lines in Malaysia. These favourable developments have contributed to a moderate increase in float glass sales during the year under review. At the same time, the stringent control of production cost and greater production efficiency management has contributed to sustain gross profit margin level of the Group’s float glass sales. 4 XINYI GLASS HOLDINGS LIMITED I ANNUAL REPORT 2018 In light of the Sino-US trade war and complex global market conditions, the Group has proactively implemented flexible marketing strategies for its automobile glass business, with the addition of new products for electric vehicles and value-added applications such as advanced driver assistance systems (“ADAS”), head-up display (“HUD”), sound proofing and sun roofs that are suitable for new car models. At the same time, the Group has been approaching new overseas customers and strengthening ties with existing customer base to explore opportunities to increase the sales volume of its new products. Currently, the Group’s automobile glass products are sold in more than 140 countries around the world. As one of the major players in the global glass industry, the Group has reinforced its market-leading position and enhanced its economies of scale through the timely and strategic expansion of production capacities across different product segments as well as the construction of new production complexes incorporating streamlined production processes at different locations both in the PRC and overseas. The Group has also implemented a series of measures enhancing control on the consumption of raw materials, re-cycling of principal raw materials, re-engineering of production flow to boost production efficiency and using solar power and low-temperature recycling residual heat to generate electricity and hot water for internal consumption. To maintain its competitiveness, the Group has successfully developed and launched a wide range of high value-added and specialty glass products while adopting proactive pricing and flexible marketing strategies to take advantage of the supportive measures implemented under the Thirteenth Five-Year Plan of the PRC government. IMPROVED PRODUCTIVITY, TECHNOLOGY AND ECONOMIES OF SCALE FOR ENHANCING PRODUCTION EFFICIENCY The Group’s strength in production engineering, research and development and operational management, along with continuous improvements in production processes and, automation underpinned by well-planned equipment maintenance programs, have enhanced its productivity and yield, which, in turn, have reduced overall labour, production and energy costs during the year under review. The Group’s engineering and design division has developed world class larger capacity float glass production lines that are found in the PRC and overseas. The strategic clustering of production bases has resulted in the ability to derive greater economies of scale leading