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2013 Annual Report

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2013 Annual Report H Stock Code：00317 A Stock Code：600685 CONTENTS I. Interpretation and Notice of Material Risks 3 II. Overview of the Company 4 III. Summary of Accounting Data and Financial Indicators 8 IV. Report of the Board 10 V. Significant Events 26 VI. Information on Changes of Shareholdings and Shareholders 32 VII. Information on Directors, Supervisors, Senior Management and Employees 37 VIII. Corporate Governance 46 IX. Internal Control 57 X. Financial and Accounting Report 59 XI. Documents Available for Inspection 222 IMPORTANT NOTICE The Board of Directors (the “Board”), the Supervisory Committee, the Directors, the Supervisors and the senior management of Guangzhou Shipyard International Company Limited (the “Company” or “GSI”) declare that there are no false statements, misleading information or material omissions in this report. The directors, supervisors and senior management are jointly and severally responsible for the truthfulness, accuracy and completeness of the contents of this report. All directors of the Company attended the 26th meeting of the seventh session of the Board of Directors held on March 17, 2014, of which Ms. De Lihua, an independent non-executive director, and Mr. Yang Li, a non-executive director, attended the meeting through telephone, and Mr. Chen Zhongqian, a non-executive director, appointed Mr. Wang Jun, a non-executive director, Mr. Zhou Dusheng, an executive director, appointed Mr. Chen Liping, an executive director, Mr. Chen Ji, an executive director, appointed Mr. Han Guangde, an executive director, to attend and vote at the meeting. At the meeting, the 2013 annual report was unanimously approved. Mr. Han Guangde, Chairman of the Board, Mr. Chen Liping, Chief Accountant of the Company and Mr. Hou Zengquan, Head of Accounting Department of the Company, declare and confirm the truthfulness, accuracy and completeness of the financial reports included in this report. The annual report has been audited by Shinewing Certified Public Accountants (special general partnership), which has provided us with an audit report with unqualified opinions. The Audit Committee of the Company has reviewed and confirmed the annual financial reports for the year 2013 of the Company. The profit distribution proposal for 2013, as approved by the Board, is as follows: the net profit attributable to the parent company in 2013 was RMB126,008,994.80; after setting aside of 10% for statutory reserve, the accumulated undistributed profit is RMB2,367,213,921.15; the Board proposed that a cash dividend of RMB0.1 for every 10 shares (tax included) will be paid to all shareholders based on a total of 1,030,534,651 shares in the share capital of the Company following the non-public issue of H shares, representing a distribution of cash dividend of RMB10,305,346.51 (tax included) in total. The remaining undistributed profit will be carried forward to the next year. The implementation of this proposal is subject to the approval at the 2013 annual general meeting. The forward-looking statements regarding future plans and development strategies, etc. in the annual report shall not form the Company’s substantive commitment to investors. Investors shall pay attention to investment risks. The Company has no capital mis-appropriation by the controlling shareholder or its related parties, and has not provided any external guarantees that do not meet its decision-making procedures during the Reporting Period. This annual report is prepared in both English and Chinese versions. In the event of any discrepancies, the Chinese version shall prevail. Annual Report 2013 2 INTERPRETATION AND NOTICE OF MATERIAL RISKS (I) IN THIS REPORT, UNLESS THE CONTEXT REQUIRES OTHERWISE, THE FOLLOWING TERMS AND EXPRESSIONS SHALL HAVE THE FOLLOWING MEANINGS: DWT (deadweight tonnage) deadweight capacity with ton as unit Jiangsu Shenghua Jiangsu Shenghua Shipbuilding Company Limited Guangli Company Guangzhou Guangli Shipbuilding Human Resources Service Company Limited, a subsidiary of the Company CSSC China State Shipbuilding Corporation the Group the Company and its subsidiaries United Steel Guangzhou United Steel Structures Limited Longxue Shipbuilding Guangzhou CSSC Longxue Shipbuilding Co., Ltd. Baosteel International Baosteel Resources International Co., Ltd., an overseas subsidiary wholly-owned by Baosteel Group Corporation Limited China Shipping HK China Shipping (H.K.) Holdings Co., Ltd., an overseas subsidiary wholly-owned by China Shipping (Group) Company CSSC HK CSSC (Hong Kong) Shipping Company Limited, an overseas subsidiary wholly-owned by CSSC CSSC Finance CSSC Finance Company Limited, a non-banking financial institution wholly-owned by China State Shipbuilding Corporation FPSO floating production storage and offloading MR tanker 30,000 to 50,000 DWT oil tanker VLCC very large crude carrier VLOC very large ore carrier EEDI Energy Efficiency Design Index. Following the mandatory implementation of new coating performance standard by the International Maritime Organization, EEDI has once again become a focus of the shipbuilding industry Director(s) director(s) of the Company Board the board of directors of the Company Reporting Period the year ended December 31, 2013 (II) NOTICE OF MATERIAL RISKS Affected by global recession and excessive shipbuilding capacity, ship prices had decreased, while the cost of labor remained high. As a result, the Company’s profits declined, and the Company’s performance has been adversely affected. 3 Guangzhou Shipyard International Company Limited OVERVIEW OF THE COMPANY (I) GENERAL INFORMATION 1. Registered Chinese Name of the Company: 廣州廣船國際股份有限公司 Abbreviation of Chinese Name of the Company: 廣船國際 Registered English Name of the Company: Guangzhou Shipyard International Company Limited Abbreviation of English Name of the Company: GSI 2. Legal Representative of the Company: Han Guangde Secretary to the Board and Joint Company Secretary: Chen Liping Tel: (8620) 81891712 ext. 3155 E-mail: [email protected] Joint Company Secretary: Li Zhidong Tel: (8620) 81891712 ext. 2962 E-mail: [email protected] Authorized Securities Representative: Yu Wenbo Tel: (8620) 81891712 ext. 3168 E-mail: [email protected] 3. The Company’s Registered Address and Office: 40 South Fangcun Main Road, Liwan District, Guangzhou, the People’s Republic of China 4. Contact Address: 40 South Fangcun Main Road, Liwan District, Guangzhou, the People’s Republic of China Postal Code: 510382 Tel: (8620) 81891712 ext. 3168 Fax: (8620) 81891575 E-mail Address: [email protected] International Internet Website: www.chinagsi.com Annual Report 2013 4 OVERVIEW OF THE COMPANY 5. The Company’s Principal Place of Business in Hong Kong: 54/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong 6. The Stock Exchanges on which the Company’s Shares are listed: A Shares: Shanghai Stock Exchange Stock Code: 600685; Abbreviated Name: Guangzhou Shipyard International H Shares: The Stock Exchange of Hong Kong Limited Stock Code: 00317; Abbreviated Name: Guangzhou Shipyard International 7. Auditors: Shinewing Certified Public Accountants (special general partnership) Office Address: F/8, Tower A, Fuhua Mansion, 8 North Chaoyangmen Street, Dongcheng District, Beijing Signing Accountants: Chen Gang, Chen Jingqi, Zhao Xueping 8. Legal Counsel in Mainland China: Guangdong Z&T Law Firm Office Address: 21/F, Yuehai Mansion, 472 East Huanshi Road, Guangzhou, the People’s Republic of China Legal Counsel in Hong Kong: Minter Ellison Lawyers Office Address: 25th Floor, One Pacific Place, 88 Queensway, Hong Kong 9. Share Registrars: Share Registrar for A Shares: China Securities Depository & Clearing Corporation Limited, Shanghai office Address: 3/F, China Assurance Tower, 166 East Lujiazui Road, Pudong New District, Shanghai, the People’s Republic of China Share Registrar for H Shares: Computershare Hong Kong Investor Services Limited, Address: 17/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong, 10. Newspapers and Websites for Information Disclosure: Shanghai Securities News The website of Shanghai Stock Exchange (www.sse.com.cn) The website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk) The website of the Company (www.chinagsi.com) Place for Inspection of the Annual Report: Office of the Board 5 Guangzhou Shipyard International Company Limited OVERVIEW OF THE COMPANY 11. Registration Documents of the Company: Change of Registration during the Reporting Period: None Index for Inquiry about First Registration: Brief information on the Company in the Annual Report 2011 12. American Depositary Receipt (ADR) Custodian Bank: The Bank of New York Mellon (II) INTRODUCTION OF THE COMPANY Founded in 1993, the Company is an important shipbuilding enterprise in South China parented by CSSC. It is one of the top 50 manufacturing enterprises in Guangdong Province and the largest player in the handy-size tanker segment in China, a national enterprise of outstanding contribution to technical talent cultivation and a national hi-tech enterprise, and enjoys autonomy in export and import operations. The Company adheres to the quality policy of “Lean Management, Technological Innovation, Continuous Improvement, Sincerity and Mutual Benefit, Customer Satisfaction” and occupational health & safety policy of “Lawful Operation, Cherishing Life, Green Shipbuilding, Continuous Improvement” and has obtained ISO9001:2008, and GJB 9001A-2001 standard certification, Occupational Health & Safety Management System Certificate (OHSAS 18001:2007) and Environmental Management System
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