北京金隅股份有限公司 (a joint stock company incorporated in the People’s Republic of China with limited liability) Stock Code : 2009 BBMG CORPORATION Tower D, Global Trade Center No. 36, North Third Ring Road East Dongcheng District, Beijing, China (100013) www.bbmg.com.cn/listco 2013 Annual Report Annual Report 2013 for identification purposes only CONTENTS 2 FINANCIAL HIGHLIGHTS 3 CORPORATE INFORMATION 6 CORPORATE PROFILE 8 BIOGRAPHIES OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT 16 CHAIRMAN’S STATEMENT 22 MANAGEMENT DISCUSSION AND ANALYSIS 48 REPORT OF THE DIRECTORS 62 REPORT OF THE SUPERVISORY BOARD 68 INVESTOR RELATIONS REPORT 72 CORPORATE GOVERNANCE REPORT 97 AUDIT REPORT 100 CONSOLIDATED BALANCE SHEET 102 CONSOLIDATED INCOME STATEMENT 103 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 105 CONSOLIDATED STATEMENT OF CASH FLOWS 107 BALANCE SHEET 109 INCOME STATEMENT 110 STATEMENT OF CHANGES IN EQUITY 112 STATEMENT OF CASH FLOWS 114 NOTES TO FINANCIAL STATEMENTS 330 SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS 336 FINANCIAL SUMMARY 2 BBMG CORPORATION ANNUAL REPORT 2013 FINANCIAL HIGHLIGHTS 2013 2012 Change (Restated) Revenue (RMB’000) 44,789,759 34,054,096 10,735,663 31.5% Gross profit margin from principal business (%) 22.2 24.0 a decrease of 1.8 percentage points Net profit attributable to the shareholders of the parent company (RMB’000) 3,215,183 2,968,714 246,469 8.3% Core net profit attributable to the shareholders of the parent company (excluding the after tax net gains on after tax fair value on investment property) (RMB’000) 2,711,386 2,266,563 444,823 19.6% Basic EPS (RMB) 0.75 0.69 0.06 8.7% Final dividend per share (RMB) 0.078 0.071 0.007 9.9% Cash and bank balances (RMB’000) 8,595,510 5,906,095 2,689,415 45.5% Total assets (RMB’000) 98,839,550 83,161,804 15,677,746 18.9% Equity attributable to the shareholders of the parent company (RMB’000) 26,280,140 22,911,984 3,368,156 14.7% Net profit margin (%) 7.24 9.26 a decrease of 2.02 percentage points Return on total assets (%) 3.25 3.57 a decrease of 0.32 percentage point Total debt to equity ratio (%) 69.6 69.9 a decrease of 0.3 percentage point Net assets value per share attributable to the shareholders of the parent company (RMB) 6.13 5.35 0.78 14.6% 2 3 CORPORATE INFORMATION Chinese name of the Company 北京金隅股份有限公司 English name of the Company BBMG Corporation* Headquarters Tower D, Global Trade Center No. 36, North Third Ring East Road Dongcheng District, Beijing 100013, the PRC Registered office and principal No. 36, North Third Ring East Road place of business in the PRC Dongcheng District, Beijing, the PRC Principal place of business Room 405, Kai Wong Commercial Building, in Hong Kong 222 Queen’s Road Central, Hong Kong Website of the Company www.bbmg.com.cn/listco Legal representative Jiang Weiping The Board of Directors Executive Directors Jiang Weiping (Chairman) Jiang Deyi (President) Shi Xijun Zang Feng Wang Hongjun Wang Shizhong Non-executive Director Yu Shiliang Independent non-executive Directors Hu Zhaoguang Zhang Chengfu Xu Yongmo Yip Wai Ming * for identification purposes only 4 BBMG CORPORATION ANNUAL REPORT 2013 CORPORATE INFORMATION The Supervisory Board Supervisors Liu Yi (Chairman) Li Bichi Hu Jingshan Qian Xiaoqiang Zhang Dengfeng Zhang Yifeng Wang Xin Committees Audit Committee Zhang Chengfu (Chairman) Hu Zhaoguang Yu Shiliang Xu Yongmo Yip Wai Ming Remuneration and Hu Zhaoguang (Chairman) Nomination Committee Yu Shiliang Zhang Chengfu Xu Yongmo Shi Xijun Strategic Committee Jiang Weiping (Chairman) Jiang Deyi (Vice Chairman) Wang Hongjun Hu Zhaoguang Zhang Chengfu Xu Yongmo Authorised Representatives Wang Hongjun Lau Fai Lawrence Board Secretary Wu Xiangyong Company Secretary Lau Fai Lawrence 4 5 CORPORATE INFORMATION Listing Information A Shares A share registrar China Securities Depository and Clearing Corporation Limited, Shanghai Branch 36th Floor, China Insurance Building 166 Lujiazui Road East, Pudong New District, Shanghai, the PRC Place of listing Shanghai Stock Exchange Stock name BBMG Board lot 100 shares Stock code 601992 H Shares H share registrar Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor, Hopewell Centre 183 Queen’s Road East, Wanchai, Hong Kong Place of listing The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) Stock name BBMG Board lot 500 shares Stock code 02009.HK Principal Bankers Agricultural Bank of China Limited Industrial and Commercial Bank of China Limited Bank of Communications Co., Ltd. Bank of Beijing Co., Ltd. China Construction Bank Corporation Independent Auditor Ernst & Young Hua Ming LLP Certified Public Accountants Legal Advisers Paul Hastings As to Hong Kong law Guantao Law Firm As to PRC law 6 BBMG CORPORATION ANNUAL REPORT 2013 CORPORATE PROFILE BBMG Corporation BBMG Corporation (hereinafter referred to as “BBMG” or the “Company”) was established in December 2005. Fully leveraging on its unique resources, the Company and its subsidiaries (the “Group”) are principally engaged in the manufacture of building materials supplemented by property development and property investment and management, forging an unique, one-stop, vertical industrial chain structure among major building materials manufacturers in the People’s Republic of China (“PRC”). 1 2 1. Cement and Ready-mixed Concrete Segment BBMG is the largest cement provider and manufacturer in Beijing, Tianjin and Hebei province as well as one of the 12 major cement conglomerates or groups supported by the PRC government. Its building materials are widely used in key construction projects and key infrastructure constructions of the PRC. Utilizing its technological edge in cement industry, the Company takes one step further in the development of environmental protection industry such as recycling and harmless treatment of industrial wastes, sludges from sewage treatment plants, hazard wastes and fly ashes from garbage incineration, achieving a harmonious development of benefits to economy, society and ecology. 2. Modern Building Materials and Commerce and Logistics Segment BBMG is one of the largest modern, green and energy saving building materials manufacturers in the PRC and one of the leaders in building materials industry in Pan Bohai Economic Rim. Its business covers four major segments, including furniture and woods, decorative and fitting materials, wall body and insulation materials and refractory materials. The Company has gradually established a unique development mode featuring “park-based production, high-end products, industrial scale merit, integrated sales and refined management”. 6 7 CORPORATE PROFILE 3. Property Development Segment BBMG is one of the leading property developers in terms of comprehensive strength and the earliest and one of the largest affordable housing developers in Beijing with presence in other major cities such as Hangzhou, Tianjin, Chongqing, Chengdu, Haikou, Tangshan and Hohhot. 3 4 4. Property Investment and Management Segment BBMG is the largest investor and manager of investment properties in Beijing holding over 760,000 sq.m. of real estates such as high-end office units and managing over 6 million sq.m. of properties (including residential communities and commercial units at low floors). The Company is leading the industry in Beijing and even the PRC for years in areas including specialized techniques, brand awareness, occupancy rate and revenue. The H shares of BBMG was successfully listed on the Main Board of the Hong Kong Stock Exchange on 29 July 2009 and the Company was successfully listed on the domestic A share market of the Shanghai Stock Exchange on 1 March 2011. The dual listing in both markets will lay a more solid and concrete foundation and create a broader platform for the future development of BBMG. Positioned in a new historical starting line with numerous opportunities and challenges, the management of BBMG are determined to build on its century of achievements. In the epic pursuit of forging a top-level public listed company with expanding international presence, the Company will continuously create new values for the shareholders and help BBMG scale new heights. 8 BBMG CORPORATION ANNUAL REPORT 2013 BIOGRAPHIES OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT Directors Jiang Weiping, born in October 1954, is the secretary of the communist party committee of the Company and BBMG Group Company Limited (the “Parent” or “BBMG Group“), and the Chairman of the Parent. He has been the chairman of the board of directors (the “Board”) since 6 August 2008 and an executive Director of the Company since 20 September 2007. He was the general manager of the Company from August 2007 to June 2008. He is primarily responsible for leading the Board and presiding over the administration of the Company. Prior to joining the Company, Mr. Jiang served with the Parent from August 1979 with various senior positions. He served as the deputy general manager of the Parent, including its predecessors Beijing Building Material Group Corporation and Beijing Building Material Group Co., Ltd., from March 1994 to August 2007 and as the general manager of the Parent from August 2007 to June 2008. In June 2008, Mr. Jiang took up his current position as the Parent’s chairman and secretary of the communist party committee of the Parent. Mr. Jiang has accumulated more than 30 years of experience in the building materials industry in the PRC. He was the vice-mayor of Tongliao City, Inner Mongolia, from June 2002 to June 2003. Mr. Jiang graduated in 1998 from Beijing Administrative College with a master’s degree in national economic management. Mr. Jiang is a senior economist and a senior political officer. Jiang Deyi, born in February 1964, is a standing member of the communist party committee of both the Company and the Parent. He has been an executive Director and the general manager of the Company since 28 April 2009.