Anhui Conch Cement Company Limited
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2008 ANNUAL REPORT Anhui Conch Cement Company Limited (A Share: 600585 H Share: 0914) Important The Board, Supervisory Committee and Directors, Supervisors and the senior management of the Company hereby warrant that the information contained in this report does not contain any misrepresentation, misleading statements or material omission, and jointly and severally accept responsibility for the truthfulness, accuracy and completeness of its contents. Mr. Guo Wensan (Chairman), Mr. Ren Yong (General Manager) and Mr. Zhou Bo (head of finance department) hereby declare that they warrant the financial statements contained herein are true and complete. ANHUI CONCH CEMENT COMPANY LIMITED Definitions The following terms and expressions contained in this report shall, unless the context otherwise requires, have the meanings assigned to them as follows: The Company/Conch : Anhui Conch Cement Co., Ltd. Cement The Group : The Company and its subsidiaries Board : Board of Directors of the Company Director(s) : Director(s) of the Company Supervisory Committee : Supervisory committee of the Company Supervisor(s) : Supervisor(s) of the Company Beiliu Conch : Beiliu Conch Cement Co., Ltd. Chizhou Conch : Anhui Chizhou Conch Cement Co., Ltd. Digang Conch : Anhui Digang Conch Cement Co., Ltd. Fusui Conch : Fusui Xinning Conch Cement Co., Ltd. Hunan Conch : Hunan Conch Cement Co., Ltd. Huaining Conch : Anhui Huaining Conch Cement Co., Ltd. Conch Holdings : Anhui Conch Holdings Co., Ltd. Conch Venture : Anhui Conch Venture Investment Co., Ltd. Conch Profiles : Wuhu Conch Profiles and Science Co., Ltd. Conch International : Shanghai Conch International Investment and Development Co., Ltd. Conch Kawasaki : Anhui Conch Kawasaki Engineering Co., Ltd. Engineering Conch Kawasaki : Anhui Conch Kawasaki Energy Conservation Equipment Equipment Manufacturing Co., Ltd. Conch M & E : Anhui Conch Machinery & Electric Co., Ltd. Conch Building Materials : Anhui Conch Building Materials Co., Ltd. Longshan Cement : Yingde Longshan Cement Co., Ltd. Shuangfeng Conch : Shuangfeng Conch Cement Co., Ltd. Shimen Conch : Shimen Conch Cement Co., Ltd. Tongling Conch : Anhui Tongling Conch Cement Co., Ltd. Wuhu Conch : Wuhu Conch Cement Co., Ltd. 2 Annual Report 2008 Definitions Xuancheng Conch : Anhui Xuancheng Conch Cement Co., Ltd. Xing’an Conch : Xing’an Conch Cement Co., Ltd. Xingye Conch : Xingye Kuiyang Conch Cement Co., Ltd. Prosperity Conch : Prosperity Conch Cement Co., Ltd. Zongyang Conch : Anhui Zongyang Conch Cement Co., Ltd. Regional Committee(s) : Regional committee(s) of the Company, a management institution specially established for implementation of regional management in order to strengthen the Company’s management over its subsidiaries and enhance management efficiency through identifying certain subsidiaries in a particular province or its neighboring region as a regional management unit Reporting Period : The period from 1 January 2008 to 31 December 2008 Stock Exchange : The Stock Exchange of Hong Kong Limited Listing Rules of the : The Rules Governing the Listing of Securities on the Stock Stock Exchange Exchange SSE : Shanghai Stock Exchange Listing Rules of SSE : The Rules Governing the Listing of Stocks on the SSE A Shares : Ordinary shares in the capital of the Company listed on the SSE, with a nominal value of RMB1.00 per share, which are subscribed for and traded in RMB H Shares : Foreign shares in the capital of the Company listed on the Stock Exchange, with a nominal value of RMB1.00 per share, which are subscribed for and traded in Hong Kong dollars CSDCCL Shanghai Branch : The Shanghai Branch of the China Securities Depository and Clearing Corporation Limited Clinker : Semi-finished products made in the process of cement PRC : The People’s Republic of China Hong Kong : Hong Kong Special Administrative Region RMB : Renminbi, the lawful currency of the PRC, the currency unit used in this report, unless otherwise specified CSRC : China Securities Regulatory Commission Articles : Articles of Association of the Company 3 ANHUI CONCH CEMENT COMPANY LIMITED Contents Basic Corporate Information 5 Summary of Accounting Data and Operating Data 7 Changes in Share Capital and Shareholders 11 Directors, Supervisors, Senior Management and Staff 19 Report on Corporate Governance 30 Summary of General Meetings 41 Management Discussion and Analysis 44 Report of the Directors 55 Report of the Supervisory Committee 69 Significant Events 71 Notice of 2008 Annual General Meeting 80 Independent Auditor’s Report 87 Financial Statements prepared in accordance with International Financial Reporting Standards 88 Documents for Inspection 187 Written Confirmation of Directors and members of the Senior Management on the Annual Report of 2008 188 4 Annual Report 2008 Basic Corporate Information (1) Official Chinese name of the : 安徽海螺水泥股份有限公司 Company Official English name of the : ANHUI CONCH CEMENT Company COMPANY LIMITED Abbreviation in English : ACC (2) Legal Representative of the : Guo Wensan Company (3) Secretary to the Board : Zhang Mingjing (Company Secretary) Contact number : 0086 553 8398918 Fax number : 0086 553 8398931 Company secretary (Hong Kong) : Leo P. Y. Chiu Contact number : 00852 2111 3220 Fax number : 00852 2111 3299 Securities Affairs Representative : Yang Kaifa Contact number : 0086 553 8398927 Fax number : 0086 553 8398931 Email address : [email protected] (4) Registered address of the : 209 Beijing East Road, Wuhu City, Company Anhui Province, the PRC Office address of the Company : 1011 Jiuhuashan South Road, Wuhu city, Anhui province, the PRC Postal code : 241000 Email address of the Company : [email protected] Website of the Company : http://www.conch.cn Contact address in Hong Kong : 41/F, Jardine House, 1 Connaught Place, Central, Hong Kong (5) Company’s designated newspaper : Shanghai Securities Journal for information disclosure in the PRC Website for publication of this : http://www.sse.com.cn report Location where this annual report : Secretariat to the Board is available for inspection (6) Exchanges on which the Company’s shares are listed H Shares : Stock Exchange Stock code : 00914 A Shares : SSE Stock code : 600585 Stock name : Conch Cement 5 ANHUI CONCH CEMENT COMPANY LIMITED Basic Corporate Information (7) Date of first registration of the : 1 September 1997 Company Place of first registration of the : Industrial and Commercial Company Administration Bureau, Anhui Province Date of registration of changes in : 26 June 2008 particulars of the Company Place of registration of changes in : Industrial and Commercial particulars of the Company Administration Bureau, Anhui Province Business license number for legal : 340000000000081 persons Tax registration number : GSHZ 34020214949036-X DSHZ 34020214949036-X (8) Legal adviser as to PRC law : Jingtian & Gongcheng 15th Floor, Union Plaza, 20 Chaoyangmenwai Avenue, Beijing, the PRC Legal adviser as to Hong Kong law : Chiu & Partners 41st Floor, Jardine House, 1 Connaught Place, Central, Hong Kong (9) International auditor : KPMG Certified Public Accountants 8th Floor, Prince’s Building, 10 Chater Road, Central, Hong Kong PRC auditor : KPMG Huazhen Certified Public Accountants 8th Floor, Office Tower 2, Oriental Plaza, 1 East Chang An Avenue, Beijing, the PRC (10) H Shares share registrar and : Hong Kong Registrars Limited transfer office 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong 6 Annual Report 2008 Summary of Accounting Data and Operating Data (1) FINANCIAL SUMMARY PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”) FOR THE YEAR ENDED 31 DECEMBER (Unit: RMB’000) Item 2008 2007 2006 2005 2004 (Restated) (Restated) (Restated) Revenue 24,228,268 18,776,098 16,096,057 13,385,677 10,975,786 Net profit attributable to equity shareholders of the Company for the year 2,607,223 2,480,146 1,543,767 513,639 1,092,212 Total assets 42,383,736 30,921,284 22,737,644 20,024,756 16,744,017 Total liabilities 17,496,416 19,674,182 14,152,667 13,117,620 10,067,829 Note: In 2007, the Company changed its accounting policies for business combination under common control from purchase method to pooling-of-interests method and made retrospective adjustments accordingly. In 2007, the Company acquired certain subsidiaries of its holding company, Conch Holdings, which was a business combination under common control, and the comparative figures for year 2004 to year 2006 were thus restated in the above table. (2) ACCOUNTING DATAPREPARED INACCORDANCE WITH CHINAACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES (2006) (“PRC ACCOUNTING STANDARDS”) For details of financial statements prepared based on PRC Accounting Standards, please refer to the annual report in Chinese version. 1. Profit indicators for the Reporting Period (Unit: RMB’000) Item Amount Operating profit 2,987,143 Profit before taxation 3,245,749 Net profit attributable to equity shareholders of the Company 2,607,012 Net profit after extraordinary items attributable to equity shareholders of the Company 2,424,995 Net cash flow generated from operating activities 5,266,375 7 ANHUI CONCH CEMENT COMPANY LIMITED Summary of Accounting Data and Operating Data 2. Extraordinary items and amount for the Reporting Period (Unit: RMB’000) Extraordinary items Amount (1) Gain on disposal of long term equity investment and fixed assets 3,682 (2) Government subsidy income 172,994 (3) Net realized gain on disposal of trading equity securities and available-for-sale equity securities 44,554 (4) Interest income from held-to-maturity