年 報 Company Profile China Shipping Container Lines Company Limited (“CSCL” or of its container vessels with large shipping capacity. CSCL has the “Company”) is a specialized corporation affiliated to China inaugurated over 70 international major trade lanes and feeders, Shipping (Group) Company (“China Shipping Group”) involved including the American, European, Mediterranean, African and in container liner services and other relative services including Australian routes. CSCL has over 300 agency points, which are vessel chartering, cargo canvassing and booking, customs located in the main trade regions in the world. With its superior clearance, storage, container construction, repair and sales, capability, CSCL is a dominant player in the domestic container operating container terminal and other related domains. CSCL shipping market in China. was established in Shanghai in 1997, converted into a joint stock limited company on 3 March, 2004 and successfully listed on The CSCL is stepping steadily towards the target of getting stronger Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on and bigger, with the ultimate target to become a top-tier global 16 June, 2004. On 12 December, 2007, CSCL listed its A shares shipping company. During over 10 years of development, CSCL on the Shanghai Stock Exchange. has continuously followed its principle of unifying development and management to enhance efficiency and return. In addition, CSCL has a young and modern fleet, which as at 31 December, CSCL is committed to contributing to society and building its 2008 comprised of 158 vessels with a total operating capacity credibility among customers. Its advanced equipment, high of 493,016 TEU, among which the container vessels, each with technology and good management will surely lead it to a bright a capacity of over 4,000 TEU, accounted for 81.1% of its total future, to achieve its target of being one of the leading liner shipping capacity. CSCL enjoys a distinct advantage in terms shipping companies in the world. Contents Corporate Information 2 Financial Highlights 4 Shareholding Structure 5 2008 Major Events 6 Chairman’s Statement 10 Management Discussion and Analysis 16 Biographies of Directors, Supervisors and Senior Management 22 Report of the Directors 34 Corporate Governance Report 46 Report of the Supervisory Committee 57 Independent Auditor’s Report 59 Consolidated Balance Sheet 61 Balance Sheet 63 Consolidated Income Statement 65 Consolidated Statement of Changes in Equity 66 Consolidated Cash Flow Statement 68 Notes to the Consolidated Financial Statements 69 Five Years Financial Summary 164 Notice of Annual General Meeting 165 China Shipping Container Lines Company Limited Annual Report 2008 1 Corporate Information DIRECTORS NOMINATION COMMITTEE EXECUTIVE DIRECTORS Mr. Shen Zhongying (Chairman) Mr. Li Shaode (Chairman) Mr. Hu Hanxiang Mr. Zhang Guofa (Vice Chairman) Mr. Jim Poon (also known as Pan Zhanyuan) Mr. Huang Xiaowen Mr. Zhang Guofa Mr. Zhao Hongzhou Mr. Wang Daxiong NON-EXECUTIVE DIRECTORS REMUNERATION COMMITTEE Mr. Ma Zehua (Vice Chairman) Mr. Shen Kangchen (Chairman) Mr. Zhang Jianhua Mr. Wang Zongxi Mr. Lin Jianqing Mr. Zhang Jianhua Mr. Wang Daxiong Mr. Xu Hui AUDIT COMMITTEE Mr. Yan Zhichong Mr. Wang Zongxi (Chairman) Mr. Shen Kangchen INDEPENDENT NON-EXECUTIVE Mr. Wang Daxiong DIRECTORS Mr. Hu Hanxiang SHARE APPRECIATION RIGHTS Mr. Wang Zongxi COMMITTEE Mr. Shen Kangchen Mr. Zhang Jianhua (Chairman) Mr. Jim Poon (also known as Pan Zhanyuan) Mr. Shen Zhongying COMPANY SECRETARY Mr. Ye Yumang SUPERVISORS Mr. Chen Decheng (Chairman) QUALIFIED ACCOUNTANT Mr. Kou Laiqi Mr. Zhao Xiaoming Mr. Yao Guojian Mr. Wang Xiuping AUTHORISED REPRESENTATIVES Mr. Hua Min Mr. Li Shaode Ms. Pan Yingli Mr. Huang Xiaowen INVESTMENT STRATEGY LEGAL ADDRESS AND PRINCIPAL COMMITTEE PLACE OF BUSINESS IN THE PRC Mr. Li Shaode (Chairman) 27th Floor Mr. Ma Zehua 450 Fu Shan Road Mr. Zhang Guofa Pudong New District Mr. Lin Jianqing Shanghai Mr. Wang Daxiong The PRC Mr. Huang Xiaowen Mr. Hu Hanxiang Mr. Jim Poon (also known as Pan Zhanyuan) Mr. Shen Zhongying 2 PRINCIPAL PLACE OF BUSINESS COMPANY WEBSITE IN HONG KONG www.cscl.com.cn 59/F, One Island East 18 Westlands Road H SHARE LISTING PLACE Island East Main Board of The Stock Exchange of Hong Kong Hong Kong Limited INTERNATIONAL AUDITOR PricewaterhouseCoopers LISTING DATE 16 June, 2004 DOMESTIC AUDITOR Vocation International Certified Public NUMBER OF H SHARES IN ISSUE Accountants Co., Ltd. 3,751,000,000 H Shares LEGAL ADVISERS TO BOARD LOT THE COMPANY 1,000 shares Baker & McKenzie (as to Hong Kong and United States Law) HONG KONG STOCK EXCHANGE Jingtian & Gongcheng, Beijing STOCK CODE (as to PRC law) 02866 HONG KONG H SHARE REGISTRAR AND TRANSFER A SHARE LISTING PLACE OFFICE Shanghai Stock Exchange Computershare Hong Kong Investor Services Limited 17th Floor, Hopewell Centre LISTING DATE 183 Queen’s Road East 12 December, 2007 Hong Kong NUMBER OF A SHARES IN ISSUE PRINCIPAL BANKERS 7,932,125,000 A Shares Bank of China Industrial and Commerce Bank of China BOARD LOT Citibank 100 shares China Merchants Bank TELEPHONE NUMBER SHANGHAI STOCK EXCHANGE 86 (21) 6596 6105 STOCK CODE 601866 FAX NUMBER 86 (21) 6596 6813 * The Company is registered as a non-Hong Kong company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name and the English name “China Shipping Container Lines Company Limited”. China Shipping Container Lines Company Limited Annual Report 2008 3 Financial Highlights COMPARISON OF 2008 AND 2007 KEY FINANCIAL FIGURES CONSOLIDATED RESULTS UNDER HONG KONG FINANCIAL REPORTING STANDARDS (“HKFRS”) For the year ended 31 December 2008 2007 Change RMB’000 RMB’000 (%) (Restated) Revenue 34,756,152 39,072,489 -11.1 Operating profit 367,428 4,384,116 -91.6 Profit before income tax 64,735 3,836,455 -98.3 Profit for the year attributable to equity holders of the Company 42,973 3,230,338 -98.7 Basic earnings per share RMB0.004 RMB0.34 -98.9 Gross profit margin 2.9% 12.5% -9.6 Profit before income tax margin 0.2% 9.8% -9.6 Gearing ratio 3.4% -16.2% 19.6 CONSOLIDATED ASSETS AND LIABILITIES UNDER HKFRS As at 31 December 2008 2007 Change RMB’000 RMB’000 (%) (Restated) Total assets 49,717,220 51,925,344 -4.3 Non-current assets 34,921,564 30,043,799 16.2 Current assets 14,795,656 21,881,545 -32.4 Total liabilities 17,265,362 16,257,883 6.2 Current liabilities 9,136,809 7,172,038 27.4 Net current assets 5,658,847 14,709,507 -61.5 Net assets 32,451,858 35,667,461 -9.0 4 Shareholding Structure The following chart shows the simplified corporate and shareholding structure of the Company and its principal subsidiaries: 50.97% 49.03% 75% Brief particulars of the subsidiaries, associated company and jointly controlled entities of the Company are contained in Note 41 to the financial statements. China Shipping Container Lines Company Limited Annual Report 2008 5 2008 Major Events 10. On 18 April, CSCL received the January February Best Customer Service Award for 1. On 1 January, China Shipping 5. On 1 February, a meeting Far East Route, which is one of SAP financial system was officially of the board of directors of the Customer Service Regional launched, which symbolized CSCL (the “Board”) was held, Awards, and the Nomination a significant progress in the whereby the acquisition of Award of Shipping Line of the information system construction relevant equity interests in China Year, in the 2007 star performers of the Company and its Shipping (Yangpu) Cold Storage contest held by Lloyd’s Loading subsidiaries (the “Group”), and and Transportation Co., Ltd. List, a British authoritative also laid solid foundation for the (“CS Yangpu”) and Shanghai publication. Group to improve its operation China Shipping (Yangshan) management modernization. International Container Storage and Transportation Co., Ltd. (“CS May 2. At 15:00 on 9 January, the initial Yangshan”) were approved. 11. In May, CSCL was granted the title launch of the Sea-Rail Intermodal of honor of Nationwide Transport Transportation from China to 6. On 21 February, the first Civilised Industry for the Year Hamburg of Germany was a extraordinary general meeting of 2006-2007 by the Ministry of success, whereby the International CSCL for the year 2008 was held Transport. Container Model Train from Beijing at No. 450 Fushan Road, Pudong to Hamburg successfully departed New District, Shanghai. 12. On 22 May, the construction of from Beijing Dahongmen Railway the logistics and storage project Station. The successful launch of 7. On 26 February, “CSCL TOKYO”, of CS Yangshan, being a company this international train represents the first among four new vessels controlled by CSCL, officially another new breakthrough in the to be deployed in the China-Japan commenced. joint efforts of China Shipping trade lane by CSCL, each with Group and China Railway a capacity of 907TEU, made its 13. The “5.12 Wenchuan Earthquake” Container Transport Corporation maiden voyage to Tokyo Port. caused severe damage to the in pushing forward their strategic people in the affected region. co-operations. CSCL donated RMB2 million in March the name of the Company via 3. On 14 January, the first meeting 8. On 24 March, CSCL won Red Cross Society of China to the of the board of directors of 8 affected region and also appealed domestic regional companies of the honor awarded by the Port of Long Beach of the to its employees who donated CSCL and Universal Shipping (Asia) approximately RMB2.33 million. Co., Ltd. for the year 2008 was United States for its efforts held at conference room A on the in improving environmental 3rd floor of the Company’s office protection for the year 2007.