China International Marine Containers (Group) Co., Ltd
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China International Marine Containers (Group) Co., Ltd. 2011 Annual Report 23 March 2012 Section I Important Statement and Contents Important Statement The Board of Directors, the Board of Supervisor, as well as directors, supervisors and senior management of China International Marine Containers (Group) Co., Ltd. (hereinafter referred to as ―the Company”) hereby undertake that the information and data contained in this report are free from false records, misleading statements or significant omission, and we shall assume individual and joint liabilities for the authentication, accuracy and integrity of the contents in this report. No directors, supervisors or senior management have any objection to the authenticity, accuracy or integrity of the contents of this annual report. This report has been audited by KPMG which has issued auditor‘s report with unqualified opinion. Mr. Li Jianhong, the Chairman of the Board, Mr. Mai Boliang, the President of the Company and Mr. Jin Jianlong, the General Manager of Financial Management Dept., hereby undertake that the financial report in this annual report is true and complete. This report consists of Chinese and English versions and in case of discrepancy between these two versions, the Chinese version shall prevail. Contents Section I. Important Statement and Contents 1 Section II. General Information 2 Section III. Financial and Business Highlights 4 Section IV. Shareholders and Changing of Share Capital 6 Section V. Directors, Supervisors, Senior Management and Employees 11 Section VI. Corporate Governance Structure 22 Section VII. The Shareholders‘ General Meeting 30 Section VIII. Report of the Board of Directors 31 Section IX. Report of the Board of Supervisors 65 Section X. Significant Events 67 Section XI. Financial Report 78 Section XII. Documents for Reference 303 1 Section Ⅱ General Information I. Statutory Chinese and English names and abbreviations: Chinese name: 中国国际海运集装箱（集团）股份有限公司 Chinese abbreviation: 中集集团 English name: CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD English abbreviation: CIMC II. Legal representative: Li Jianhong III. Board secretary: Yu Yuqun Tel: (86) 755-2669 1130 Fax: (86) 755-2682 6579 Representative for securities affairs: Wang Xinjiu Tel: (86) 755-2680 2706 Fax: (86) 755-2681 3950 Address: CIMC R&D Center, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen Zip code: 518067 E-mail: [email protected] IV. Registered address: 8/F, CIMC R&D Center, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen, Guangdong Office address: CIMC R&D Center, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen, Guangdong Zip code: 518067 Website: http://www.cimc.com V. Newspapers designated by the Company for information disclosure: ―China Securities Journal‖, ―Securities Times‖, ―Shanghai Securities News‖ and ‖Ta Kung Pao‖. Website designated by CSRC for information disclosure: http://www.cninfo.com.cn Places where annual report is made available: Financial Management Dept. VI. Stock exchange on which the Company are listed: Shenzhen Stock Exchange Stock short form and code: CIMC (000039), CIMC B (200039) VII. Other relevant information: 1. Date of initial registration: Jan., 1980 2. Place of initial registration: Shenzhen Administration for Industry and Commerce 3. Latest change in registration: 19 Nov. 2008 4. Place of registration after change: Shenzhen Administration for Industry and Commerce 5. Corporate business license: 440301501119369 Tax registration No.: State Tax 440301618869509; Local Tax 440305618869509 6. Organization code: 61886950-9 7. Name and office address of certified public accountants engaged by the Company: KPMG Office address: 38/F, Yuehai Tianhe Town Plaza, 208 Tianhe Road, Guangzhou 2 Zip code: 510620 8. Primary Banks Connected: China Development Bank The Export-Import Bank of China China Construction Bank Bank of Communications China Merchants Bank Bank of China Shenzhen Development Bank The Hongkong and Shanghai Banking Corporation Limited Citibank, N.A. Standard Chartered Bank ING Bank Nanyang Commercial Bank 3 Section III Financial and Business Highlights I. Key accounting data as of year 2011 Unit: RMB‘000 Yuan No. Item Amount 1 Total profit 5,022,706 2 Operating profit 4,735,293 Net profit attributable to shareholders of listed 3 company 3,690,926 Net profit excluding non-recurring gain/loss 4 3,579,162 (Note) 5 Net cash flow from operating activities 2,254,437 Note: Items of non-recurring gains/losses Unit: RMB‘000 Yuan Items of non-recurring gains and losses Amount Gains and losses from non-current asset disposal 13,000 Governmental subsidy 267,349 Capital occupation fee from non-financial corporate that written into current gains and losses 8,665 Gains and losses from changes in fair value of transaction financial assets and transaction financial liabilities and investment income from disposal of transaction financial assets, transaction financial liabilities and financial assets available for sale besides valid hedging business relating to normal operating business -152,179 Gains and losses from the cost of corporate combination is less than the attributable share of the fair value of identifiable net assets of the merged entity Other non-operating income and expenditure 20,350 Impact on income tax -32,450 Impact on equity of minority shareholders -12,971 Total 111,764 II. Impact on net profit and net assets from adjustment in compliance with IAS Unit: RMB‘000 Yuan Net profit Net assets Amount of this Amount of last Amount at the Amount at the period period period-end period-begin As per IAS 3,694,148 3,007,463 18,627,826 16,219,107 As per PRC GAAP 3,690,926 3,001,851 18,633,154 16,223,057 Items to be adjusted based on IAS Other 3,222 5,612 -5,328 -3,950 As per IAS 3,222 5,612 -5,328 -3,950 Explanation for Mainly of the amortization of the estimated increase of former fixed assets, difference intangible assets. III. Key accounting data and financial indicators in the recent 3 years Unit: RMB‘000 Yuan Items 2011 2010 Increase/decre 2009 ase (%) Operating revenue 64,125,053 51,768,316 23.87% 20,475,507 Operating profit 4,735,293 3,438,168 37.73% 1,320,470 Total profit 5,022,706 3,674,607 36.69% 1,465,385 4 Net profit attributable to shareholders of parent 3,690,926 3,001,851 22.96% 958,967 company Net profit excluding non-recurring gain/loss attributable to 3,579,162 2,791,507 28.22% -281,787 shareholders of parent company Shareholders‘ equity attributable 18,633,154 16,223,057 14.86% 14,198,208 to shareholders of parent company Net cash flow from operating 2,254,437, 1,482,901 52.03% 969,685 activities Basic EPS (RMB Yuan) 1.39 1.13 23.01% 0.36 Diluted EPS (RMB Yuan) 1.37 1.13 21.24% 0.36 Basic EPS after deducting non- recurring gain and loss (RMB 1.34 1.05 27.62% -0.11 Yuan) Weighted average return on equity 21.00% 20% 1.00% 7% Weighted average return on equity after deducting non-recurring gain 20.00% 18% 2.00% -2% and loss Net cash flow from operating 0.85 0.56 51.24% 0.36 activities per share (RMB Yuan) Items 31 Dec. 2011 31 Dec. 2010 Increase/decre 31 Dec. 2009 ase year-on- year (%) Total assets 64,361,714 54,130,649 18.90% 37,358,383 Total liability 42,748,042 34,923,949 22.40% 21,531,752 Total share capital（share） 2,662,396,051 2,662,396,051 0.00% 2,662,396,051 Ratio of asset-liability 66.42% 64.52% 1.90% 57.64% Net assets per share attributable to shareholders of parent company 7.00 6.09 14.94% 5.33 (RMB Yuan) 5 Section IV Shareholders and Changing of Share Capital I. Changes in share capital (I) Changes in share capital as at 31 Dec. 2011 1. Statement on changes in share capital Unit: Share Before this change Increase/decrease (+/-) After this change Issuance Number of Ratio Bonus Number of Ratio of new Others Subtotal shares (%) shares shares (%) share I. Shares subject to trading 620,177 0.02 0 0 -247,351 -247,351 372,826 0.01 moratorium 1. Shares held by 0 0 0 0 0 0 0 0 state 2. Shares held by state-owned 0 0 0 0 0 0 0 0 corporations 3. Shares held by other domestic 0 0 0 0 0 0 0 0 investors Including: Shares held by domestic 0 0 0 0 0 0 0 0 non-state-owned corporations Shares held by domestic natural 0 0 0 0 0 0 0 0 person 4. Shares held by 0 0 0 0 0 0 0 0 overseas investors Including: Shares held by overseas 0 0 0 0 0 0 0 0 corporations Shares held by overseas natural 0 0 0 0 0 0 0 0 person 5. Shares held by 620,177 0.02 0 0 -247,351 -247,351 372,826 0.01 senior management II. Shares not subject to trading 2,661,775,874 99.98 0 0 247,351 247,351 2,662,023,225 99.99 moratorium 1. RMB ordinary shares (A- 1,231,297,165 46.25 0 0 247,351 247,351 1,231,544,516 46.26 share) 2. Domestically listed foreign shares 1,430,478,709 53.73 0 0 0 0 1,430,478,709 53.73 (B-share) 3. 3. Overseas listed 0 0 0 0 0 0 0 0 foreign shares 4. Others 0 0 0 0 0 0 0 0 III. Total number 2,662,396,051 100.00 0 0 0 0 2,662,396,051 100.00 of shares Note: The total share capital of the Company is 2,662,396,051 shares, including 1,231,915,542 A Renminbi common shares (A shares) and 1,430,480,509 domestically listed foreign shares (B shares).