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New CIMC Creating New Value NEW CIMC Creating new value Annual Report 2015 A Share Stock Code: 000039 H Share Stock Code: 2039 China International Marine Containers (Group) Co., Ltd. (a joint stock company incorporated in the People's Republic of China with limited liability) Cautionary Statement Regarding Forward- Looking Statements This Report contains certain forward- looking statements with respect to the financial position, operational results and business of the Group. These forward- looking statements are, by their nature, subject to significant risk and uncertainties because they relate to events and depend on circumstances which may occur in the future and are beyond our control. The forward-looking statements reflect the Group’s current views with respect of future events and are not a guarantee of future performance. Actual results may differ from the information contained in such forward- looking statements. China International Marine Containers (Group) Co., Ltd. Annual Report 2015 001 Contents Definitions 003 Glossary 006 Chapter I Corporate Profile 007 Chapter II Summary of Accounting Data and Financial Indicators 010 Chapter III Chairman’s Statement 016 Chapter IV Report of the Board 026 Chapter V Management Discussion and Analysis Prepared in Accordance with the Domestic Securities Rules 050 Chapter VI Management Discussion and Analysis Prepared in Accordance with the Hong Kong Securities Rules 068 Chapter VII Report of the Supervisory Committee 076 Chapter VIII Significant Events 079 Chapter IX Changes in Share Capital and Information on Shareholders 106 Chapter X Information on Directors, Supervisors, Senior Management and Employees 115 Chapter XI Corporate Governance and Corporate Governance Report 133 Chapter XII Auditor’s Report 161 Chapter XIII Financial Statements Prepared in Accordance with CASBE 163 Chapter XIV Confirmation from the Directors and Senior Management 399 Chapter XV Documents Available for Inspection 400 China International Marine Containers (Group) Co., Ltd. 002 Annual Report 2015 Important Notice The Board of Directors, the Supervisory Committee and financial department, person-in-charge of accounting the Directors, Supervisors and senior management of the affairs and head of the accounting department (the Company warrant that this annual report is true, accurate financial controller), hereby warrant the truthfulness, and complete and does not contain any false records, accuracy and completeness of the financial statements misleading statements or material omission and jointly contained in this Report. and severally take legal responsibility. No substantial shareholder of the Company utilised the The 2015 annual report (this “Report”) has been reviewed funds of the Company for non-operating purposes during and approved at the 2nd meeting of the 7th session of the Reporting Period. the Board in 2016. All Directors have attended the Board meeting to review and approve this Report. The financial statements of the Company and its subsidiaries (the “Group”) have been prepared in The proposed profit distribution plan of the Company accordance with the Accounting Standards for Business as considered and approved by the Board is based on Enterprises (“CASBE”). The financial statements of the the total share capital of the Company as at the date of Group for 2015 prepared in accordance with CASBE have dividend payment record for 2015, a cash dividend of been audited by PricewaterhouseCoopers Zhong Tian LLP, RMB2.20 (tax inclusive) per 10 shares will be distributed who has issued an audit report with unqualified opinions to all shareholders; no bonus shares will be issued and no on the financial statements. share will be converted from reserves into share capital. The proposed dividend is expected to be payable on or This Report contains forward-looking statements in around 20 July 2016. The annual dividend distribution relation to subjects such as future plans, which do not plan for 2015 shall be submitted to the Company’s annual constitute any specific undertakings to investors by the general meeting for consideration and approval. Company. Investors should be aware of investment risks. Mr. Wang Hong, person-in-charge of the Company This Report has been published in both Chinese and and chairman of the Board, Mr. Mai Boliang, CEO and English. In the event of any inconsistency between the president, and Mr. Jin Jianlong, general manager of the two versions, the Chinese version shall prevail. China International Marine Containers (Group) Co., Ltd. Annual Report 2015 003 Definitions For the purpose of this Report, unless the context otherwise requires, the following terms shall have the meanings set out below: Items Definitions “A Share(s)” (or “RMB-denominated ordinary share(s) issued by the Company in the PRC with a nominal value of Ordinary Share(s))” RMB1.00 each, which are listed on the Shenzhen Stock Exchange and traded in Renminbi; “A Share(s) Share Option A share(s) share option incentive scheme of China International Marine Incentive Scheme” Containers (Group) Co., Ltd. considered and approved at the extraordinary general meeting of the Company on 17 September 2010; “Articles of Association” “The Articles of China International Marine Containers (Group) Co., Ltd.”; “Board” the Board of the Company; “CASBE” Accounting Standards for Business Enterprises – Basic Standard and 38 Specific Accounting Standards issued by the Ministry of Finance of the People’s Republic of China on 15 February 2006, and application guidance and interpretations to CASBE and other related regulations subsequently issued; “CFSE” China Fire Safety Enterprise Group Limited, a company listed on the main board of the Hong Kong Stock Exchange (stock code: 445) and an associated company of the Company; “Company” or “CIMC” China International Marine Containers (Group) Co., Ltd. (中國國際海運集裝箱 （集團）股份有限公司), a joint stock company incorporated under the laws of the PRC with limited liability, the H shares of which are listed on the main board of the Hong Kong Stock Exchange and the A Shares of which are listed on the Shenzhen Stock Exchange; “CIMC Enric” CIMC Enric Holdings Limited (中集安瑞科控股有限公司), a company incorporated in the Cayman Islands with limited liability on 28 September 2004 and listed on the main board of the Hong Kong Stock Exchange (Hong Kong stock code: 3899) on 20 July 2006 and a subsidiary of the Company; “CIMC Finance Company” CIMC Finance Co., Ltd., a company incorporated in the PRC with limited liability on 9 February 2010 and a subsidiary of the Company; “CIMC Financial Leasing Company” CIMC Financial Leasing Co., Ltd., a company incorporated in the PRC with limited liability on 30 July 2007 and a subsidiary of the Company; “CIMC Hong Kong” China International Marine Containers (Hong Kong) Limited (中國國際海運集裝 箱（香港）有限公司), a company incorporated in Hong Kong with limited liability on 30 July 1992 and a wholly-owned subsidiary of the Company; China International Marine Containers (Group) Co., Ltd. 004 Annual Report 2015 Definitions “CIMC Raffles” CIMC Raffles Offshore (Singapore) Limited, a company incorporated in Singapore with limited liability on 7 March 1994 and a subsidiary of the Company; “CIMC Tianda” Shenzhen CIMC-Tianda Airport Support Co., Ltd. (深圳中集天達空港設備有限公 司), a company incorporated in the PRC with limited liability on 18 July 1992 and a subsidiary of the Company; “CIMC Vehicle” CIMC Vehicle (Group) Co., Ltd. (中集車輛（集團）有限公司), a company incorporated in the PRC with limited liability on 29 August 1996 and a subsidiary of the Company; “C&C Trucks” C&C Trucks Co., Ltd. (集瑞聯合重工有限公司), a company incorporated in the PRC with limited liability on 12 March 2009 and a subsidiary of the Company; “Corporate Governance Code” the Corporate Governance Code contained in Appendix 14 of the Hong Kong Listing Rules; “CSRC” China Securities Regulatory Commission; “Director(s)” the director(s) of the Company; “Group”, “we”, “our” and “us” the Company and its subsidiaries; “H Share(s) (or Overseas-listed overseas-listed foreign share(s) issued by the Company with a nominal value of Foreign Share(s))” RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars; “Hong Kong” The Hong Kong Special Administrative Region of the PRC; “Hong Kong Listing Rules” Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited; “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers contained in Appendix 10 of the Hong Kong Listing Rules; “PRC” or “China” the People’s Republic of China; “Pteris” Pteris Global Ltd, a company incorporated in 1979, listed on the main board of the Singapore Stock Exchange in 1991, and then listed on Catalist in 2014 (stock code: UD3), and a subsidiary of the Company; “Reporting Period” the twelve months started from 1 January to 31 December 2015; “RMB” Renminbi, the lawful currency of the PRC; China International Marine Containers (Group) Co., Ltd. Annual Report 2015 005 Definitions “SFO” the Hong Kong Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong; “Shareholder(s)” the shareholder(s) of the Company; “Shenzhen Listing Rules” Rules Governing the Listing of Securities on the Shenzhen Stock Exchange; “Shenzhen Stock Exchange” the Shenzhen Stock Exchange; “Supervisor(s)” the member(s) of the Supervisory Committee of the Company; “Supervisory Committee” the Supervisory Committee of the Company; “US$” or “U.S. dollars” United States dollars, the lawful currency
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