(H股代號：0187； A股代號：600860） 公司使命：滿足用戶對印刷機械產品和服務的需要，造福社會使 股東、員工和客戶共同受益，確保實現全體股東價值最大化。 Annual Re po rt 2011 年度報告 Annual Report 2011 年 度報告 2011 CONTENTS I. Important Notes 2 II. Introduction to the Company 3 III. Summary of Accounting and Operational Data 5 IV. Movement of Shareholders’ Equity and Information of Shareholders 7 V. Directors, Supervisors, Senior Management and Staff 12 VI. Corporate Governance and Governance Report 19 VII. Introduction to the Annual General Meeting 46 VIII. Chairman’s Statement 47 IX. Management Discussion and Analysis 52 X. Report of the Directors 58 XI. Report of the Supervisory Committee 62 XII. Major Events 64 XIII. Auditor’s Report and Financial Statements 72 XIV. Five Years’ Financial Summary 142 XV. Documents Available for Inspection 143 Written Confirmation on the Annual Report by Directors and the Senior Management of the Company 144 ANNUAL REPORT 2011 1 IMPORTANT NOTES 1. The board of directors (the “Board”), the Supervisory Committee and the directors (the “Directors”), supervisors and senior management of Beiren Printing Machinery Holdings Limited (the “Company”) warrant that there are no false representations or misleading statements contained in or material omission from this report and severally and jointly accept full responsibility for the truthfulness, accuracy and completeness of the contents herein contained. 2 There were eight directors of the Company eligible for attending the meeting, seven of them attended the meeting. Ms. Wei Li, one of the Directors were absent from the meeting due to business engagements and authorized Mr. Li Shenggao be her proxy to vote on her behalf. 3 Shinewing Certified Public Accountants has issued an audit report without qualified opinion for the Company. 4. Person-in-charge of the Company Zhang Peiwu Accounting Director Jiang Chi Accounting Manager (Chief Accountant) Qin Yu 5. None of the controlling shareholders of the Company or its associates has misappropriated the Company’s funds. 6. The Company did not provide external guarantees in violation of any specified decision-making procedures. 2 BEIREN PRINTING MACHINERY HOLDINGS LIMITED INTRODUCTION TO THE COMPANY (I) Information of the Company Legal Chinese name of the Company 北人印刷機械股份有限公司 Chinese abbreviation 北人股份 Legal English name Beiren Printing Machinery Holdings Limited English abbreviation BR Company’s legal representative Zhang Peiwu (II) Contact Person and Contact Way Secretary to the Board of Directors Representative in charge of securities affairs Name Jiao Ruifang Lu Ruiping Contact address No. 6 Rong Chang Dong Street, No. 6 Rong Chang Dong Street, Beijing Economic and Technological Beijing Economic and Technological Development Zone, Development Zone, Beijing, the People’s Republic of China Beijing, the People’s Republic of China (the “PRC”) (the “PRC”) Telephone 010-67802565 010-67802565 Facsimile 010-67802570 010-67802570 E-mail [email protected] [email protected] (III) Basic Information Registered address of the Company No. 6 Rong Chang Dong Street, Beijing Economic and Technological Development Zone, Beijing, the PRC Postal code of the registered address 100176 Office address of the Company No. 6 Rong Chang Dong Street, Beijing Economic and Technological Development Zone, Beijing, the PRC Postal code of the office address 100176 Company’s international internet website http://www.beirengf.com E-mail [email protected] (IV) Dissemination of Company Information and the Place for Preparation and Reference Name of newspapers designated for dissemination Shanghai Securities News of company information Internet website for publishing annual report http://www.sse.com.cn http://www.hkexnews.hk Place for preparation and reference of Secretariat of the Board of Directors of Beiren Printing Machinery annual reports Holdings Limited (V) Basic Information of the Company’s Shares Abbreviated name Place of listing of the Abbreviated name Stock code for of Shares before The types of shares Company’s Shares of Shares Shares changes A share Shanghai Stock Exchange st 北人 600860 北人股份 H share The Stock Exchange of Beiren Printing 0187 Hong Kong Limited ANNUAL REPORT 2011 3 INTRODUCTION TO THE COMPANY (VI) Other Related Information Date of first business registration of the Company 13 July 1993 Place of first business registration of the Company Chaoyang District, Beijing, the PRC First change Date of change in business registration of the 24 December 2003 Company Place of change in business registration of the Beijing, the PRC Company Business registration number 110000005015956 Tax registration number Jing Guo Shui Chao Zi 110105101717457 Corporate Organizational Structure Code 10171745-7 Domestic auditors of the Company (Financial report ShineWing Certified Public Accountants and audit) Address of domestic auditors of the Company 9/F, Block A, Fu Hua Mansion No. 8 Chao Yang Men Bei Da Jie, Dong Cheng District, Beijing, the PRC Domestic auditors of the Company BDO China Shu Lun Pan Certified Public Accounts LLP Address of domestic auditors of the Company 4/F, 61 Nanjing Road East, Huangpu District, Shanghai Domestic legal adviser of the Company China Kang Da Law Firm Address of domestic legal adviser of the Company No. 19, Jianguomenwai Dajie, Chaoyang District, Beijing, the PRC Overseas legal adviser of the Company Woo, Kwan, Lee & Lo Address of overseas legal adviser of the Company 26/F, Jardine House, Central, Hong Kong Other basic information of the Company Reception of shareholder enquiries: 10th and 20th of each month (or on the following business day if it falls on a public holiday) (Closed on Saturday and Sunday) 9:00-11:00a.m. 2:00-4:00p.m. (VII) History The Company is a joint stock company established by Beiren Group Corporation as the sole promoter. On 13 July 1993, the Company incorporated in the Administration Bureau of Industry and Commerce. The Company was approved to become a joint stock limited company established by public offer of shares domestically and in Hong Kong on 16 July 1993 with regard to the approval document Ti Gai Sheng (1993) No. 118 from the State Commission for Restructuring Economic System. Pursuant to the approval of the China Securities Regulatory Commission (“CSRC”) of the State Council and other relevant authorities, the Company issued H Shares in Hong Kong in 1993 and A Shares in Shanghai in 1994. The H Shares were listed on The Stock Exchange of Hong Kong Limited in 1993 and the A Shares were listed on the Shanghai Stock Exchange in 1994. Upon the approval of document Zheng Jian Fa Hang Zi [2002] No. 133 issued by China Securities Regulatory Commission (“CSRC”) in 2002, the Company issued 22,000,000 additional A Shares which were listed on the Shanghai Stock Exchange on 16 January 2003. On 20 March 2006, the Company’s the shareholders’ general meeting approved share segregation reform in the A-share market. Trading in the Company’s A shares resumed on 31 March 2006. (VIII) Scope of Business Operations Authorised scope of operation: production of printing machines, press equipments, packing machines and parts and components for the aforesaid machines; general logistics. General scope of operation: development, design and sales, maintenance and installation of printing machines, press equipments, packing machines and parts and components for the aforesaid machines; technical consultancy, technical support, technical training for printing equipments and printing skills; management of the export of own enterprises’ and member enterprises’ selfproduced products and technology; the import of own enterprises and member enterprises production of the required auxiliary materials, instruments and meters, parts and components of machine tools and technology (apart from those products restricted by the State from import and export); processing on customer-supplied materials and “processing raw materials on clients demands, assembling parts for clients and processing according to clients’ samples or compensation trade”; the rental of offi ce space, machineries and equipments; sales of printing machines. 4 BEIREN PRINTING MACHINERY HOLDINGS LIMITED SUMMARY OF ACCOUNTING AND OPERATIONAL DATA (I) Major Accounting Figures Unit: RMB Item Amount Operating profit -29,435,424.59 Total profit 13,659,848.54 Net profit attributable to shareholders of listed company 11,382,900.84 Net profit attributable to shareholders of listed company after extraordinary items -30,853,075.37 Net cash flow from operating activities -20,898,129.06 (II) Deducting Extraordinary Items and Amount Unit: RMB Extraordinary items Amount of 2011 Amount of 2010 Amount of 2009 Profit and loss from disposal of non-current assets 14,958,555.12 4,279,750.48 764,693.49 Government subsidy accounted into profit and loss for the current period (except for those closely associated with the ordinary operations of the Company which were accounted for in certain standard amount or volume in compliance with the requirement of the policies of the State and in accordance with uniform standard of the state) 2,615,267.06 9,675,745.75 8,435,792.39 Profit and loss from debt restructuring 96,281.69 1,583,495.15 22,577.81 Reversal of impairment allowances for receivables individually tested for impairment 1,161,100.00 764,232.29 Other net non-operating income/ expenses save for the above 25,425,169.26 99,483.45 1,383,093.49 Transfer of the profits and loss from long-term equity investment 172,039,266.78 630,814.67 Effect of one-off adjustment made on the current profits and loss in accordance with the requirements