2018 AOWEI HOLDINGS LIMITED 年報 （Incorporated in the British Virgin Islands and continued in the Cayman Islands with limited liability） （formerly known as Hengshi Mining Investments Limited 恒實礦業投資有限公司） Stock Code：1370 ANNUAL REPORT ANNUAL REPORT 2018 2018 年報 司 0 137 股份代號： （前稱「Hengshi Mining Investments Limited 恒實礦業投資有限公司」） 恒實礦業投資有限公司」） Limited Investments Mining （前稱「Hengshi （於英屬處女群島註冊成立並於開曼群島續存之有限公司） ANNUAL REPORT 奧威控股有限公 2018 CORE VALUE CREATE Wealth for the Society CREATE Value for Our Shareholders CREATE Prospects for Our Employees CONTENTS Corporate Information 2 Five-Year Financial Summary 5 Chairman’s Statement 7 Management Discussion and Analysis 12 Biographies of Directors and Senior Management 31 Report of the Directors 35 Corporate Governance Report 50 Environmental, Social and Governance Report 63 Independent Auditor’s Report 84 Consolidated Statement of Profit or Loss 90 and Other Comprehensive Income Consolidated Statement of Financial Position 91 Consolidated Statement of Changes in Equity 93 Consolidated Cash Flow Statement 94 Notes to the Consolidated Financial Statements 96 CORPORATE INFORMATION Aowei Holding Limited (formerly known as Hengshi Mining Investments Limited) (the “Company”) was initially incorporated in the British Virgin Islands under the laws of the British Virgin Islands on 14 January 2011 and redomiciled to the Cayman Islands on 23 May 2013. The Company was listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 28 November 2013 (stock code: 01370). On 28 November 2017, the name of the Company was changed from Hengshi Mining Investments Limited to Aowei Holding Limited. The Company and its subsidiaries (collectively, the “Group” or “we” or “our”) are principally engaged in two major businesses, namely (i) the exploration, mining, processing and trading of iron ore products and major products including iron ores, preliminary concentrates and iron ore concentrates, and (ii) the provision of hospital management services. The Group owns and operates four mines in Hebei Province, which has the largest steel production and iron ore consumption volumes in the People’s Republic of China (the “PRC” or “China”). Aowei Holding Limited (Cayman Islands) 100% 100% Xinan Investments Limited (BVI) 100% Hengshi Development Xinan Limited International Limited (HK) (HK) Offshore PRC 100% 100% Managed Beijing Panshi Baoding Xinan Medical Business Industrial Co.,Ltd Management Consulting Limited 100% Rongcheng County 100% 100% Hospital of Traditional Beijing Hengwen Chinese Medicine Industrial Co.,Ltd 49% 49% 100% Baoding Xiangan Baoding Aoxiang Drug Sales Limited Property Services Laiyuan County Aowei Limited Mining Investments Co.,Ltd 51% 100% 51% Laiyuan County Laiyuan Xinxin Laiyuan County Jiheng Jingyuancheng Mining Co., Ltd. Mining Co., Ltd. Mining Co., Ltd. (“Xinxin Mining”) (“Jiheng Mining”) (“Jingyuancheng Mining”) Hospital Management Mining Business 2 Aowei Holding Limited Annual Report 2018 CORPORATE INFORMATION COMPANY’S STATUTORY CHINESE NAME AUDITOR 奥威控股有限公司 KPMG Certified Public Accountants 8th Floor, Prince’s Building COMPANY’S STATUTORY ENGLISH NAME 10 Chater Road Aowei Holding Limited Central Hong Kong STOCK CODE 1370 HONG KONG LEGAL ADVISOR Loong & Yeung, Solicitors Room 1603, 16/F REGISTERED OFFICE China Building P.O. Box 309 29 Queen’s Road Central Ugland House Grand Cayman KY1-1104 Hong Kong Cayman Islands PRINCIPAL SHARE REGISTRAR IN THE HEADQUARTERS IN THE PRC CAYMAN ISLANDS No. 91 Guangping Avenue Maples Fund Services (Cayman) Limited Laiyuan County P.O. Box 1093 Baoding City 074300 Boundary Hall, Cricket Square Hebei Province Grand Cayman The PRC KY1-1102 Cayman Islands PRINCIPAL PLACE OF BUSINESS IN HONG KONG 40th Floor, Sunlight Tower No. 248 Queen’s Road East Wanchai Hong Kong AUTHORIZED REPRESENTATIVES Mr. Li Yanjun Ms. Kwong Yin Ping, Yvonne COMPANY SECRETARIES Ms. Kwong Yin Ping, Yvonne Mr. Meng Ziheng (resigned as joint company secretary on 28 September 2018) Annual Report 2018 Aowei Holding Limited 3 CORPORATE INFORMATION HONG KONG SHARE REGISTRAR AUDIT COMMITTEE Computershare Hong Kong Investor Mr. Ge Xinjian (Chairman) Services Limited Mr. Meng Likun Shops 1712-1716 Mr. Kong Chi Mo 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai REMUNERATION COMMITTEE Hong Kong Mr. Meng Likun (Chairman) Mr. Li Ziwei Mr. Ge Xinjian INVESTOR INQUIRES Website: www.aoweiholding.com E-Mail: [email protected] NOMINATION COMMITTEE Mr. Li Yanjun (Chairman) Mr. Meng Likun DIRECTORS Mr. Kong Chi Mo Executive Directors Mr. Li Yanjun (Chairman) Mr. Li Ziwei (CEO) (resigned as Vice Chairman and appointed as the Chief Executive Officer on 23 August 2018) Mr. Huang Kai (CEO) (resigned as executive director and CEO on 23 August 2018) Mr. Sun Jianhua (CFO) Mr. Li Jinsheng Mr. Tu Quanping Independent Non-executive Directors Mr. Ge Xinjian Mr. Meng Likun Mr. Kong Chi Mo 4 Aowei Holding Limited Annual Report 2018 FIVE-YEAR FINANCIAL SUMMARY SUMMARY DATA OF CONDENSED CONSOLIDATED INCOME STATEMENTS For the year ended 31 December 2018 2017 2016 2015 2014 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue 854,783 869,122 757,137 753,663 1,108,143 Cost of sales (562,525) (594,757) (488,291) (487,343) (553,055) Gross Profit 292,258 274,365 268,846 266,320 555,088 Distribution costs (21,093) (10,731) (13,144) (19,989) (16,575) Administrative expenses (91,779) (74,056) (97,240) (115,183) (142,313) Impairment losses (55,876) (499,055) – (393,637) Profit/(loss) from operations 123,510 (259,477) 158,462 (262,489) 396,200 Finance income 7,674 3,871 4,065 3,466 10,594 Finance costs (38,269) (45,574) (43,577) (27,248) (40,026) Net finance costs (30,595) (41,703) (39,512) (23,782) (29,432) Profit/(loss) before taxation 92,915 (301,180) 118,950 (286,271) 366,768 Income tax (51,373) (55,828) (33,284) 51,190 (96,206) Profit/(loss) for the year 41,542 (357,088) 85,666 (235,081) 270,562 Attributable to: Equity shareholders of the Company 41,542 (357,088) 85,666 (235,081) 263,000 Non-controlling interests – – – – 7,562 Basic and diluted earnings/(loss) per share 0.03 (0.22) 0.05 (0.16) 0.17 Annual Report 2018 Aowei Holding Limited 5 FIVE-YEAR FINANCIAL SUMMARY SUMMARY DATA OF CONDENSED CONSOLIDATED BALANCE SHEETS As at 31 December 2018 2017 2016 2015 2014 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Assets and liabilities Non-current assets 1,598,499 1,483,069 1,977,855 1,680,776 1,904,946 Current assets 623,256 795,749 622,460 384,067 457,050 Non-current liabilities (223,696) (259,119) (299,463) (278,971) (331,240) Current liabilities (578,085) (642,511) (569,625) (351,868) (373,495) Total equity 1,419,974 1,377,188 1,731,287 1,434,004 1,657,261 Non-controlling interests – – – – – Equity attributable to equity 1,434,004 1,657,261 shareholders of the Company 1,419,974 1,377,188 1,731,287 6 Aowei Holding Limited Annual Report 2018 CHAIRMAN’S STATEMENT The year of 2018 marks the continuous improvement in overall operating conditions of steel and iron ore industry and more significant recovery of the steel industry benefited from the achievements of reform on the supply side of the Chinese steel industry. The Group kept stable profitability through effective cost control, active sales and collection strategy. While maintaining stable operation of current iron ore business, the Group also kept a close eye on the development of Xiong’an New Area, in expectation of stable and diversified development opportunities in the Xiong’an New Area. Dear shareholders, On behalf of the board (the “Board”) of directors (the “Directors”) of Aowei Holding Limited (the “Company”), I hereby present the report of the Company and its subsidiaries (collectively, the “Group”) for the year ended 31 December 2018 (the “Year” or the “Reporting Period”) and extend our gratitude to the shareholders of the Company (the “Shareholders”). Annual Report 2018 Aowei Holding Limited 7 CHAIRMAN’S STATEMENT ANNUAL REVIEW During the Year, the global economy slowed its momentum of growth. Meanwhile, the economy in the People’s Republic of China (the “PRC”) remained stable with good momentum. As shown by data of National Bureau of Statistics, in 2018, GDP of PRC reached RMB90.03 trillion, representing a year-on-year growth of 6.6%, and further promoted the shift of economic growth to consumer-driven high-quality growth. In recent years, the economic benefit of steel industry continued to be improved attributing to the continuous structural reform on the supply side in PRC. The goal of 30 million tons in cutting steel overcapacity for 2018 was completed in advance and comprehensive utilization rate of iron and steel production capacity had been recovered to a reasonable range of about 80%; the average index for supply of steel in PRC in the fourth quarter was 127.60, representing a year-on-year growth of 11.75%, and an annual index price of the year showed a rising trend; steel industry realized the profit of RMB402.93 billion, representing a year-on-year growth of 37.8%. On the whole, the overcapacity of the steel industry was obviously improved. Price fluctuation range of iron ore in PRC was narrowed, and overall operation of iron ore was stable attributing to the benefits of the steel industry in 2018. Confronted with the complex and fickle business environment and increasingly severe environmental policy, the Group kept a close eye on the market development, strictly abided by the requirement of the environmental policy and enhanced its competitiveness of the Group in the mining market with effective cost control and proactive sales and collection policies. During the Reporting Period, the Group recorded a revenue of RMB854.8 million and a gross profit of RMB292.3 million representing an increase of RMB17.9 million compared with the corresponding period of last year.