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Important Notice (I) The Board of Directors and the Board of Supervisors of Baoshan Iron & Steel Co., Ltd. (hereinafter “the Company”), along with their directors, supervisors and senior executives, hereby guarantee that the Annual Report is free from false statement, misleading information or grave material omission, and assume relevant separate and joint responsibilities in regard to the truth, the accuracy and the integrity of the contents of the Report. (II) All members of the Board of Directors of the Company attended the board meeting. (III) Deloitte Touche Tohmatsu Certified Public Accountants LLP (special general partnership) gave standard unqualified audit report for the Company. (IV) Dai Zhihao, Chairman of the Company, Wu Kunzong, CFO in charge of the accounting affairs, and Wang Juan, Director of the Finance Department, attest to the truthfulness, correctness and completeness of the financial statements in this Report. (V) Proposed Profit Appropriation Plan and Capitalizing of Reverses Plan for the Reporting Period Reviewed by the Board of Directors. According to the Company’s policy that the annual divided distribution should not be lower than 50% of the net profit in the consolidated statements attributable to the shareholders of the parent company audited in the current year, with the total cash dividend not less than RMB 4,482,757,045.43 in 2016. Whereas the Company always attaches importance to rewarding shareholders and adheres to the long-term cash dividend policy, the Company intends to allot the cash dividend at RMB 0.21 per share (incl. tax). Total cash dividend to be distributed was RMB 4,641,557,954.25(incl.tax), accounting for 51.77% of the net profit in the consolidated statements attributable to the shareholders of the parent company. (VI) Risk Disclosure on forward-looking Statements √ Applicable □ Not applicable The proactive future plans and developing strategies in this Report do not constitute actual promises to investors. Investors are kindly reminded that investment involves risks. (VII) Was capital found in the Company to be occupied by the controlling shareholder and its related parties? None (VIII) Was guarantee found in the Company to be provided in any manner that is against the stipulated decision-making procedures? None (IX). Major Risks Warning √ Applicable □ Not applicable In 2017, the Company’s operation and production will face great challenges and pressure. Firstly, the oversupply contradiction of steel market is difficult to be changed radically in the short term, with an influence of steel price recovery, the steel investment rises, the steel capacity has a quick release, but the objective to dissolve the hundreds of millions of tons of excess steel production capacity remains a daunting task. With the official establishment of Baowu group, Baosteel exchanged shares by the absorption merger of Wuhan Iron and Steel Co., Ltd., so it is urgent to play a strong synergy and scale effect of the powerful combination and is urgent to rapidly increase the sustainable profitability. Thirdly, along with increasingly strict national environmental protection, the urban steel mill must focus on the mill environment renovation and complete all kinds of plans coordinated and coexisted with the city in advance in order to effectively dissolve the risk of production organization difficulty and environmental protection cost hereof. (X). Others □ Applicable √ Not applicable Table of Contents Section I Definitions 004 Section II Company Profile and Financial Highlights 005 Section III Summary of the Company’s Business 008 Section IV Discussion and Analysis about Operation 013 Section V Important Matters 025 Section VI Change of Common Shares and Shareholders 044 Section VII Preferred Stock 049 Section VIII Directors, Supervisors, Senior Executives and Employees 050 Section IX Corporate Governance 061 Section X Company Bond 064 Section XI Financial Statements 065 Section XII Catalog of Documents Available for Inspection 169 004 Section I Definitions I. Definitions The following terms in this report shall have the meanings as shown below unless the context requires otherwise: commonly-used words definition CSRC Refers to China Securities Regulatory Commission SSE Refers to Shanghai Stock Exchange Baowu Steel Refers to China Baowu Steel Group Corp., Ltd. Baosteel Group Corporation(abbreviation:Baosteel Group),predecessor of China Baowu Steel Baosteel Group Refers to Group Corp., Ltd.( abbreviation: Baowu Steel) WISCO Refers to Wuhan Iron and Steel Co., Ltd. (WISCO) Wugang Limited Refers to Wuhan Iron and Steel Ltd, wholly-owned subsidiary of WISCO Deloitte Refers to Deloitte Touche Tohmatsu Certified Public Accountants LLP (special general partnership) EVI Refers to Early Vendor Involvement. An alloy of iron and carbon. Generally speaking, its carbon content between 0.04% and 2%, while most of it less than 1.4%. Steel with no other alloy elements but iron, carbon, Carbon steel Refers to silicon, manganese, sulphur and phosphorus as well as silicon content no more than 0.4%, manganese no more than 0.8%. Silicon steel with certain rules and directions in crystal arrangement. Silicon content usually about 3%, low iron loss and high magnetic induction, with nominal thickness of 0.20mm, Oriented silicon steel Refers to 0.23mm, 0.27mm, 0.30mm, 0.35mm etc. Used in various transformers and others aspects for electric power industry. Double Cold Reduction is a way of producing thin and high strengthened galvanized plate Double Cold Reduction(DCR) Refers to where cold-strip steel is double cold reduced after annealing. 005 Section II Company Profile and Financial Highlights I. Company profile Chinese Name 宝山钢铁股份有限公司 Chinese Abbreviation 宝钢股份 English Name Baoshan Iron & Steel Co., Ltd. English Abbreviation Baosteel Legal Representative Dai Zhihao II. Contact information Secretary to Board of Directors Representative of Securities Affairs Name Wu Yiming Yu Hong Board of Directors' Secretary Office of Baoshan Iron & Board of Directors' Secretary Office of Baoshan Address Steel Co., Ltd., Baosteel Administration Center, 885 Fujin Iron & Steel Co., Ltd., Baosteel Administration Rd. Baoshan District, Shanghai Center, 885 Fujin Rd. Baoshan District, Shanghai Tel. 86-21-26647000 86-21-26647000 Fax 86-21-26646999 86-21-26646999 E-mail [email protected] [email protected] III. Basic information Registered Address Baosteel Administration Center, 885 Fujin Road, Baoshan District, Shanghai Zip Code of Registered Address 201900 Office Address Baosteel Administration Center, 885 Fujin Road, Baoshan District, Shanghai Zip Code of Office Address 201900 Internet website http://www.baosteel.com E-mail [email protected] IV. Company Announcements or Disclosures & Copies of the Report Company Announcements or Disclosures published in: China Securities News, Shanghai Securities News, and Securities Times Annual Report Website Designated www.sse.com.cn by China Securities Regulatory Commission Copies of the Annual Report of the Company available at: Baosteel Administration Center, 885 Fujin Road, Baoshan District, Shanghai V. Profiles of stocks of the Company Company Stock Abbreviation of stocks Type of stock Stock listed at Abbreviation of stock Stock code before alteration A-share Shanghai Stock Exchange 宝钢股份 600019 G 宝钢 006 Section II Company Profile and Financial Highlights VI. Other relevant information Name Deloitte Touche Tohmatsu Certified Public Accountants LLP Accounting Firm (Mainland China) Office address 30th Floor, Bund Center, 222 East Yan An Rd, Shanghai, China (200002) Signing Accountants Xu Yusun Dou Chengming VII. Major accounting data and financial indicators of the Company for the latest three years (I) Major Accounting Data Unit: Million Yuan Currency: RMB 2015 Increase or Decrease (%) 2014 Major Accounting Data 2016 After Before over the Same Period of After Before restatement restatement Last Year restatement restatement Operating revenues 185,459 163,790 163,790 13.23 187,414 187,414 Net profit attributable to shareholders of listed company 8,966 944 1,013 849.33 5,349 5,792 Net profit attributable to shareholders of the listed company less non- 8,994 1,085 1,085 711.29 5,794 5,794 recurring gains and losses Net cash flows from operating activities 16,373 21,177 21,177 -22.69 28,280 28,280 The end of 2015 Increase or Decrease (%) The end of 2014 The end of over the same period at 2016 After Before After Before restatement restatement the End of Last Year restatement restatement Net assets attributable to shareholders of listed company 121,266 112,803 112,803 7.50 114,258 114,258 Total assets 267,983 234,123 234,123 14.46 228,653 228,653 Note: Please refer to Section V, (XIII) 2 for information detail of previous annual financial data. (I I) Major Financial Data 2015 Increase or Decrease (%) 2014 Major Financial Indicators 2016 After Before over the Same Period of After Before restatement restatement Last Year restatement restatement Basic earnings per share (Yuan/ share) 0.55 0.06 0.06 850.32 0.32 0.35 Diluted earnings per share (Yuan/ share) 0.55 0.06 0.06 850.32 0.32 0.35 Basic earnings per share less non- recurring gains and losses (Yuan/ 0.55 0.07 0.07 729.50 0.35 0.35 share) Weighted average return-on-equity (%) 7.68 0.84 0.90 Up by 6.84 ppts 4.78 5.16 Weighted average return-on-equity less non-recurring gains and losses 7.70 0.96 0.96 Up by 6.74 ppts 5.17 5.17 (%) Major accounting data and financial indicators of the Company for the latest three years at the end of the report. □ Applicable √ Not applicable VIII. Major financial data of each quarter 2016 Unit: Million Yuan Currency: RMB First quarter Second quarter Third quarter Forth quarter (Jan.-March) (April-June) (July-Sept.) (Oct.-Dec.) Operating revenues 35,273 42,719 55,443 52,023 Net profit attributable to shareholders of listed company 1,529 1,940 2,129 3,368 Net profit attributable to shareholders of the listed company less non- 1,520 2,162 1,905 3,407 recurring gains and losses Net cash flows from operating activities 7,401 876 1,145 6,951 007 IX.