Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Dida Inc. Annual Report 2015

Mar 29, 2016

50671_rns_2016-03-29_32f4306d-5f92-4385-b88c-3b63902c9102.pdf

Annual Report

Open in viewer

Opens in your device viewer

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [65 x 48] intentionally omitted <==

CHINA SHIPPING DEVELOPMENT COMPANY LIMITED 中海發展股份有限公司

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1138)

ANNUAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2015

FINANCIAL HIGHLIGHTS

  • Revenue of the Group for 2015 was approximately RMB12.213 billion, representing a decrease of approximately 0.50% as compared to 2014

  • Profit for the year attributable to owners of the Company for 2015 was approximately RMB417 million, representing an increase of approximately 34.95% as compared to 2014

  • The basic and diluted earnings per share for 2015 was RMB10.49 cents and RMB10.49 cents respectively

  • The Board recommends the payment of a final dividend of RMB10.00 cents per share for 2015

The board (the “ Board ”) of directors (the “ Directors ”) of China Shipping Development Company Limited (the “ Company ”) is pleased to announce the annual results of the Company and its subsidiaries (together referred to as the “ Group ”) for the year ended 31 December 2015 (the “ Reporting Period ”), together with the comparative figures for the year ended 31 December 2014. The Group’s annual results have been audited by Baker Tilly Hong Kong Limited (天職香港會計師事務所有限公司) (Certified Public Accountants in Hong Kong), the Company’s international auditor.

— 1 —

I. PRINCIPAL FINANCIAL DATA AND STATISTICS HIGHLIGHTS

The annual results of the Group for the Reporting Period as audited by Baker Tilly Hong Kong Limited and compared with those for the year ended 31 December 2014 are set out as follows:

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Year ended 31 December 2015

Notes
Turnover
4
Operating costs
Gross profit
Other income and net (losses)/gains
5
Marketing expenses
Administrative expenses
Other expenses
Share of profits of associates
Share of profits of joint ventures
Finance costs
6
Profit before tax
7
Income tax (expense)/credit
8
Profit for the year
Other comprehensive income/(expense)
Items that may be reclassified subsequently to
profit or loss, net of nil tax:
Exchange realignment
Net loss on cash flow hedges
Share of other comprehensive income of
associates
Share of other comprehensive (expense)/income
of joint ventures
Other comprehensive income/(expense) for the
year
Total comprehensive income/(expense) for the
year
2015
RMB’000
12,212,973
(9,867,199)
2,345,774
(303,484)
(96,464)
(432,367)
(52,418)
215,932
72,294
(1,157,261)
592,006
(102,251)
489,755
341,933
(104,840)
3,457
(1,758)
238,792
728,547
2014
RMB’000
12,273,849
(10,885,620)
1,388,229
385,883
(57,470)
(441,583)
(45,349)
91,083
205,902
(1,204,702)
321,993
79,834
401,827
27,750
(434,784)

4,613
(402,421)
(594)

— 2 —

Notes
Profit for the year attributable to:
Owners of the Company
Non-controlling interests
Total comprehensive income/(expense) for the
year attributable to:
Owners of the Company
Non-controlling interests
Earnings per share
10
- Basic
- Diluted
2015
RMB’000
416,992
72,763
489,755
720,887
7,660
728,547
10.49 cents
10.49 cents
2014
RMB’000
309,413
92,414
401,827
166,444
(167,038)
(594)
9.09 cents
9.09 cents

Details of the dividends for the year are disclosed in note 9.

— 3 —

CONSOLIDATED STATEMENT OF FINANCIAL POSITION At 31 December 2015

NON-CURRENT ASSETS
Investment properties
Property, plant and equipment
Investments in associates
Investments in joint ventures
Loan receivables
Available-for-sale investments
Deferred tax assets
CURRENT ASSETS
Inventories
Trade and bills receivables
Prepayments, deposits and other receivables
Pledged bank deposits
Cash and cash equivalents
2015
RMB’000
1,088,659
51,744,608
2,040,968
4,402,192
2,119,286
35,379
481,660
61,912,752
582,427
2,274,111
1,523,474

2,085,889
6,465,901
2014
RMB’000
1,032,239
50,530,575
1,711,702
4,790,637
786,540
35,284
408,052
59,295,029
835,304
1,746,263
812,667
611,900
2,449,240
6,455,374

— 4 —

CURRENT LIABILITIES
Trade and bills payables
Other payables and accruals
Current portion of provision for onerous contracts
Current portion of derivative financial instruments
Current portion of interest-bearing bank and other
borrowings
Current portion of other loans
Current portion of obligations under finance leases
Current portion of bonds payable
Tax payable
NET CURRENT LIABILITIES
TOTAL ASSETS LESS CURRENT LIABILITIES
EQUITY
Equity attributable to owners of the Company
Issued capital
Reserves
Non-controlling interests
TOTAL EQUITY
NON-CURRENT LIABILITIES
Provision for onerous contracts
Derivative financial instruments
Interest-bearing bank and other borrowings
Other loans
Obligations under finance leases
Bonds payable
Deferred tax liabilities
TOTAL EQUITY AND NON-CURRENT
LIABILITIES
2015
RMB’000
904,438
730,931
107,623
508
8,204,372

48,751

132,569
10,129,192
(3,663,291)
58,249,461
4,032,033
21,665,173
25,697,206
825,997
26,523,203
159,139
411,385
25,453,381
1,199,539
354,003
3,978,488
170,323
31,726,258
58,249,461
2014
RMB’000
990,669
104,696
142,287

8,243,090
44,714
43,979
4,143,383
5,024
13,717,842
(7,262,468)
52,032,561
3,481,405
18,347,595
21,829,000
818,729
22,647,729
139,528
291,553
23,425,343
930,946
404,481
3,975,124
217,857
29,384,832
52,032,561

— 5 —

CONSOLIDATED STATEMENT OF CASH FLOWS Year ended 31 December 2015

NET CASH GENERATED FROM OPERATING
ACTIVITIES
INVESTING ACTIVITIES
Interest received
Payments for construction in progress
Purchases of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Proceeds from disposal of held-to-maturity investments
Loans to associates
Loans to joint ventures
Dividends received from associates
Dividends received from joint ventures
Dividends received from available-for-sale investments
Acquisition of a subsidiary, net of cash acquired
Acquisition of additional interests in a subsidiary
Investments in held-to-maturity investments
Investments in available-for-sale investments
Investments in associates
Investments in joint ventures
Decrease/(increase) in pledged bank deposits
NET CASH USED IN INVESTING ACTIVITIES
2015
RMB’000
5,084,984
77,912
(1,843,235)
(68,398)
444,482

(1,219,347)
(9,144)
160,000
562,725
978
2,783
37,302


(266,411)
(529,200)
611,900
(2,037,653)
2014
RMB’000
3,157,049
45,799
(6,638,604)
(95,766)
372,663
20,000
(68,857)
(482,729)

19,100
298


(20,000)
(29,455)
(1,620,619)
(53,621)
(611,900)
(9,163,691)

— 6 —

FINANCING ACTIVITIES
Interest paid
Dividends paid
Dividends paid to non-controlling interests of
subsidiaries
Increase in other loans
Repayment of other loans
Increase in interest-bearing bank and other borrowings
Repayment of notes, interest-bearing bank and other
borrowings
Capital element of finance leases rental paid
Redemption of convertible bonds
Redemption of corporate bonds
Contribution from non-controlling interests of
subsidiaries
NET CASH (USED IN)/GENERATED FROM
FINANCING ACTIVITIES
NET (DECREASE)/INCREASE IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT 1 JANUARY
Effect of foreign exchange rate changes, net
CASH AND CASH EQUIVALENTS AT 31
DECEMBER
2015
RMB’000
(1,228,510)
(120,961)
(6,967)
291,011
(14,726)
11,962,444
(13,305,350)
(57,164)
(34,744)
(1,000,000)

(3,514,967)
(467,636)
2,449,240
104,285
2,085,889
2014
RMB’000
(1,269,966)


235,028
(14,965)
22,978,703
(15,352,381)
(53,201)


1
6,523,219
516,577
1,919,204
13,459
2,449,240

— 7 —

Notes:

1. CORPORATE INFORMATION

The Company is a joint stock company with limited liability established in the People’s Republic of China (the “ PRC ”). The registered office of the Company is Room A-1015, No.188 Ye Sheng Road, China (Shanghai) Pilot Free Trade Zone, the PRC and the principal place of business is located at 670 Dong Da Ming Road, Shanghai, the PRC. During the Reporting Period, the Group was involved in the following principal activities:

  • a) investment holding; and / or

  • b) oil and cargo shipment along the PRC coast and international shipment; and / or

  • c) vessel chartering.

The Company’s ultimate holding company is China Shipping (Group) Company (“ China Shipping ”), a state-owned enterprise established in the PRC.

The H-Shares and A-Shares of the Company are listed on the Main Board of The Stock Exchange of Hong Kong Limited and The Shanghai Stock Exchange respectively.

These consolidated financial statements are presented in Renminbi (“ RMB ”), which is the functional currency of the Group, and all values are rounded to the nearest thousand except where otherwise indicated.

These consolidated financial statements have been approved for issue by the Board of Directors on 29 March 2016.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Statement of compliance

These consolidated financial statements have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards (“ HKFRSs ”), which collective term includes all applicable individual HKFRSs, Hong Kong Accounting Standards (“ HKASs ”) and Interpretations and Accounting Guidelines issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”), accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance. These consolidated financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The HKICPA has issued certain revised HKFRSs that are first effective or available for early adoption for the current accounting period of the Group and the Company. The consolidated financial statements provide information on any changes in accounting policies resulting from initial application of these developments to the extent that they are relevant to the Group for the current and prior periods reflected in the consolidated financial statements.

— 8 —

2.2 Basis of preparation

These consolidated financial statements have been prepared on the historical cost basis, except that the following assets and liabilities are measured at fair values:

  • Investment properties

  • Derivative financial instruments

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

The preparation of consolidated financial statements in conformity with HKFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements made by management in the application of HKFRSs that have a significant effect on the consolidated financial statements and estimates with a significant risk of material adjustment in the next year are discussed in the consolidated financial statements.

2.3 Basis of consolidation

These consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Group. Control is achieved when the Company:

  • has power over the investee;

  • is exposed, or has rights, to variable returns from its involvement with the investee; and

  • has the ability to use its power to affect its returns.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

— 9 —

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.

Profit or loss and each item of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Changes in the Group’s ownership interests in existing subsidiaries

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable HKFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under HKAS 39 “Financial instruments: Recognition and measurement”, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

— 10 —

3. APPLICATION OF NEW AND REVISED HKFRSs

Impact of revised or improvement to HKFRSs

In the current year, the Group has applied the following improvement to HKFRSs issued by the HKICPA that are effective and relevant to the Group’s financial year beginning on 1 January 2015.

Improvement to HKFRSs

Annual improvements to HKFRSs 2010-2012 Cycle

Improvement to HKFRSs Annual improvements to HKFRSs 2011-2013 Cycle

The application of the revised HKFRSs in the current year has had no material impact on the consolidated financial statements of the Group for the current or prior years and/or on the disclosures set out in these consolidated financial statements.

New and revised HKFRSs issued but not yet effective

The Group has not early applied the following new and revised HKFRSs that have been issued and relevant but are not yet effective.

Improvement to HKFRSs Annual Improvements to HKFRSs 2012-2014 Cycle[1] HKAS 1 (Amendments) Disclosure initiative[1] HKAS 16 and HKAS 38 Clarification of acceptable methods of depreciation and (Amendments) amortisation[1] HKAS 27 (Amendments) Equity method in separate financial statements[1] HKFRS 9 Financial Instruments[2] HKFRS 11 (Amendments) Accounting for acquisition of interests in joint operation[1] HKFRS 10 and HKAS 28 Sale or contribution of assets between an investor and its (Amendments) associate or joint venture[3] HKFRS 15 Revenue from contracts with customers[2]

  • 1 Effective for annual periods beginning on or after 1 January 2016.

  • 2 Effective for annual periods beginning on or after 1 January 2018.

  • 3 Available for application - the mandatory effective date will be determined when the outstanding phase of HKFRS 10 and HKAS 28 (Amendments) are finalised.

The Group is in the process of making an assessment of the impact of these new and revised HKFRSs upon initial application. So far, the Group considers that these new and revised HKFRSs are unlikely to have a significant impact on the Group’s consolidated financial statements.

— 11 —

4. REVENUE AND SEGMENT INFORMATION

Segment information is presented by way of two segment formats: (i) on a primary segment reporting basis, by business segment; and (ii) on a secondary segment reporting basis, by geographical segment.

The Group’s business segments are categorised as follows:

  • i) oil shipment

  • oil shipment

  • vessel chartering

  • (ii) dry bulk shipment

  • coal shipment

  • iron ore shipment

  • other dry bulk shipment

  • vessel chartering

The Group’s operating businesses are structured and managed separately, according to the nature of their operations and the services they provide. Each of the Group’s business segments represents a strategic business unit that offers services which are subject to risks and returns that are different from those of other business segments.

— 12 —

Business segments

There is seasonality for the Group’s turnover but the effect is small. An analysis of the Group’s turnover and contribution to profit from operating activities by principal activity and geographical area of operations for the Reporting Period is set out as follows:

By principal activity :
Oil shipment
- Oil shipment
- Vessel chartering
Dry bulk shipment
- Coal shipment
- Iron ore shipment
- Other dry bulk
shipment
- Vessel chartering
Other income and net
(losses)/gains
Marketing expenses
Administrative expenses
Other expenses
Share of profits of
associates
Share of profits of joint
ventures
Finance costs
Profit before tax
2015
Turnover
Contribution
RMB’000
RMB’000
5,187,777
2,125,616
891,182
39,155
6,078,959
2,164,771
1,562,249
41,629
2,260,133
185,647
809,473
(80,639)
1,502,159
34,366
6,134,014
181,003
12,212,973
2,345,774
(303,484)
(96,464)
(432,367)
(52,418)
215,932
72,294
(1,157,261)
592,006
2014
Turnover
Contribution
RMB’000
RMB’000
5,164,370
805,289
335,205
19,557
5,499,575
824,846
2,374,115
(14,503)
2,883,053
654,877
465,255
(43,618)
1,051,851
(33,373)
6,774,274
563,383
12,273,849
1,388,229
385,883
(57,470)
(441,583)
(45,349)
91,083
205,902
(1,204,702)
321,993

— 13 —

Total segment assets
Oil shipment
Dry bulk shipment
Unallocated corporate assets
Total segment liabilities
Oil shipment
Dry bulk shipment
Unallocated corporate liabilities
2015
RMB’000
24,155,300
35,051,713
9,171,640
68,378,653
19,972,394
15,928,745
5,954,311
41,855,450
2014
RMB’000
23,033,979
31,157,194
11,559,230
65,750,403
15,823,911
17,113,795
10,164,968
43,102,674

The accounting policies of the reportable segments are the same as the Group’s accounting policies. Segment contribution represents the gross profit incurred by each segment without allocation of central administration costs (including directors’ and supervisors’ remuneration), marketing expenses, other expenses, share of profits of associates, share of profits of joint ventures, other income and net (losses)/gains and finance costs. This is the measure reported to chief operating decision makers for the purposes of resource allocation and performance assessment.

The carrying amounts of oil tankers and dry bulk vessels as at 31 December 2015 amounted to RMB19,429,126,000 (2014: RMB19,836,740,000) and RMB25,204,771,000 (2014: RMB25,324,639,000) respectively.

— 14 —

Geographical segments

By geographical area :
Domestic
International
Other income and net
(losses)/gains
Marketing expenses
Administrative expenses
Other expenses
Share of profits of
associates
Share of profits of joint
ventures
Finance costs
Profit before tax
Turnover
Total segment turnover
Less: inter-segment
transactions
Total consolidated
turnover
2015
Turnover
Contribution
RMB’000
RMB’000
4,821,465
819,877
7,391,508
1,525,897
12,212,973
2,345,774
(303,484)
(96,464)
(432,367)
(52,418)
215,932
72,294
(1,157,261)
592,006
2015
RMB’000
12,212,973

12,212,973
2014
Turnover
Contribution
RMB’000
RMB’000
4,607,060
657,358
7,666,789
730,871
12,273,849
1,388,229
385,883
(57,470)
(441,583)
(45,349)
91,083
205,902
(1,204,702)
321,993
2014
RMB’000
12,273,849

12,273,849

— 15 —

Other information

Additions to segment non-current assets
Depreciation
Provision for onerous contracts
Loss on disposal of property, plant and
equipment, net
Interest income
Oil
shipment
RMB’000
875,321
868,905
82,693
(27,927)
2,524
2015
Dry bulk
shipment
Others
RMB’000
RMB’000
222,619
2,317,569
1,027,999
5,713
45,135

(1,345,412)
(6)
6,283
69,105
Total
RMB’000
3,415,509
1,902,617
127,828
(1,373,345)
77,912
Additions to segment non-current assets
Depreciation
Provision for onerous contracts
Loss on disposal of property, plant and
equipment, net
Interest income
Oil
shipment
RMB’000
880,726
866,185
61,811
(117,004)
6,301
2014
Dry bulk
shipment
Others
RMB’000
RMB’000
2,094,679
2,450,997
1,000,859
780
45,547

(114,208)
(14)
5,336
34,162
Total
RMB’000
5,426,402
1,867,824
107,358
(231,226)
45,799

The principal assets employed by the Group are located in the PRC and, accordingly, no geographical segment analysis of assets and expenditures has been prepared for the Reporting Period.

No customers contributed over 10% of the total turnover of the Group for the Reporting Period and the years ended 31 December 2014.

— 16 —

5. OTHER INCOME AND NET (LOSSES)/GAINS

Other income
Government subsidies (note)
Interest income from loan receivables
Bank interest income
Rental income from investment properties
Interest income from held-to-maturity investments
Others
Other gains/(losses)
Gain/(loss) on revaluation of investment properties
Exchange gains, net
Gain on bargain purchase
Dividends received from available-for-sale investments
Impairment losses on investments in joint ventures
Loss on disposal of property, plant and equipment, net
Written off of inventories
Others
Other income and net (losses)/gains
2015
RMB’000
1,049,574
52,047
25,865
22,726

2,639
1,152,851
56,420
18,418
1,947
978
(193,971)
(1,373,345)

33,218
(1,456,335)
(303,484)
2014
RMB’000
516,389
14,356
31,183
21,239
260
15,410
598,837
(44,041)
17,092

298

(231,226)
(4,512)
49,435
(212,954)
385,883

Note:

The government subsidies represent the subsidies granted for early retirement of vessels, business development purpose and refund of value-added tax. There were no unfulfilled conditions or contingencies relating to these subsidies.

— 17 —

6. FINANCE COSTS

Total finance costs
Interest expenses on:
- Bank loans and other borrowings
- Corporate bonds
- Convertible bonds
- Notes
- Finance leases
- Hedge loan
Other finance charges
Net fair value loss on cash flow hedges reclassified from
equity
Less: Interest capitalised
Finance costs
2015
RMB’000
1,076,328
232,763
14,677

21,697
1,807
1,105

1,348,377
(191,116)
1,157,261
2014
RMB’000
908,110
222,247
192,486
70,289
27,501
3,386
2,581
1,631
1,428,231
(223,529)
1,204,702

During the Reporting Period, the capitalisation rate applied to funds borrowed and utilised for the vessels under construction was at a rate of 1.45% to 6.51% (2014: 0.75% to 6.51%) per annum.

— 18 —

7. PROFIT BEFORE TAX

Profit before tax is arrived at after charging:

Cost of shipping services rendered:
Bunker oil inventories consumed and port fees
Others (including vessels depreciation and crew expenses,
which amount is also included in respective total amounts
disclosed separately below)
Operating lease rentals: minimum lease payments
Land and buildings
Vessels
Total operating lease rentals
Staff costs (including directors’ and supervisors’
remuneration):
Wages, salaries, crew expenses and related expenses
Pension scheme contributions
Total staff costs
Depreciation
Auditor’s remuneration
Provision for onerous contracts
Dry-docking and repairs
2015
RMB’000
3,880,282
5,986,917
9,867,199
45,124
1,595,540
1,640,664
1,702,659
29,672
1,732,331
1,902,617
3,627
127,828
321,003
2014
RMB’000
5,663,120
5,222,500
10,885,620
43,858
516,664
560,522
1,776,311
67,191
1,843,502
1,867,824
3,529
107,358
351,382

— 19 —

8. INCOME TAX

The provision for Hong Kong Profits Tax is calculated at 16.5% (2014: 16.5%) of the estimated assessable profits for the Reporting Period.

Under the Law of the PRC on Corporate Income Tax Law (the “ CIT Law ”) and Implementation Regulation of the CIT Law, the tax rate of the Group is 25% (2014: 25%).

Pursuant to the CIT Law and its related regulations, non-PRC resident enterprises are subject to withholding tax at 10% (unless reduced by tax treaties/arrangements) on dividends receivable from PRC enterprises for profits earned since 1 January 2008. The Group has assessed the impact of CIT Law regarding this withholding tax and considered that it would not have a significant impact on the results of operations and financial position of the Group.

Current:
Hong Kong
- Provision for the year
- Over provision in prior years
PRC
- Provision for the year
- Under provision in prior years
Deferred tax
Total income tax (expense)/credit for the year
2015
RMB’000
(571)
161
(222,116)
(17)
120,292
(102,251)
2014
RMB’000
(396)
70
(10,706)
(534)
91,400
79,834

— 20 —

A reconciliation of the tax (expense)/credit applicable to profit before tax using the statutory rate for the jurisdictions in which the Company, its subsidiaries, associates and joint ventures are domiciled to the tax expense at the applicable tax rate is as follows:

Profit before tax
Tax at the statutory tax rate
Tax effect of share of profits of associates
Tax effect of share of profits of joint ventures
Tax effect of expenses not deductible for tax
Tax effect of income not subject to tax
Over/(under) provision in prior years, net
Tax effect of unused tax losses not recognised
Tax effect of utilisation of tax losses previously not
recognised
Temporary differences not recognised
Different tax rates of subsidiaries operating in other
jurisdictions
Income tax (expense)/credit
2015
RMB’000
592,006
(148,001)
53,983
18,074
(35,073)
115,663
144
(478,068)
233,514

137,513
(102,251)
2014
RMB’000
321,993
(80,498)
22,869
51,550
(80,505)
33,096
(464)
(111,076)

108
244,754
79,834

Tax payable in the consolidated statement of financial position represented by:

At 1 January
Provision for income tax
(Over)/under provision in prior years, net
Income tax paid
Exchange realignment
At 31 December
2015
RMB’000
5,024
222,687
(144)
(95,000)
2
132,569
2014
RMB’000
12,072
11,102
464
(18,616)
2
5,024

— 21 —

9. DIVIDENDS

Dividends recognised and paid as distribution during the year:
Final dividend for 2014 - RMB0.03 (2014: Final dividend for
2013 - RMBNil) per share
2015
RMB’000
120,961
2014
RMB’000

Final dividend of RMB0.03 per share in respect of the year ended 31 December 2014 was approved by the shareholders on 18 June 2015.

At the Board meeting held on 29 March 2016, the Directors proposed a final dividend of RMB403,203,000, representing RMB0.1 per share, in respect of the Reporting Period. This proposed final dividend is subject to the approval of the Company’s shareholders at the forthcoming annual general meeting on a date to be fixed, and has not been recognised as a liability at the end of the Reporting Period.

10. EARNINGS PER SHARE

(a) Basic earnings per share

The calculation of basic earnings per share is based on the profit attributable to owners of the Company of RMB416,992,000 (2014: RMB309,413,000) and the weighted average of 3,975,547,000 shares (2014: 3,404,556,000 shares) in issue during the Reporting Period, calculated as follows:

Profit attributable to owners of the Company (RMB’000)
Weighted average number of shares in issue (thousands)
Basic earnings per share (RMB cents per share)
2015
416,992
3,975,547
10.49
2014
309,413
3,404,556
9.09

(b) Diluted earnings per share

The diluted earnings per share for the Reporting Period is the same as the basic earnings per share as the Group does not have any dilutive potential shares outstanding during the year.

The diluted earnings per share for the year ended 31 December 2014 is the same as the basic earnings per share as the assumed exercise of the outstanding convertible bonds has anti-dilutive effect.

— 22 —

II. MANAGEMENT DISCUSSION AND ANALYSIS

1. ANALYSIS OF THE INTERNATIONAL AND DOMESTIC SHIPPING MARKET DURING THE REPORTING PERIOD

(1) International oil shipping market

In 2015, the global tanker market remained in good shape in general. Affected by the low prices of international crude oil, the demand for tunker in relation to active global oil trade saw demand for tanker capacity increased by 4.3%, while the global tanker capacity increased by merely 1.5%, the lowest since the global financial crisis in 2008. Due to the interaction of multiple factors, the international tanker market experienced a upward trend in general. Average tariff level of all major routes increased over the same period of last year, resulting in significant improvement in earnings of ship owners. The annual average value of freight index for three typical routes in the very large crude oil carrier ( “VLCC ”) market (Middle East - Far East TD3, Middle East - the US and the Gulf TD1, West Africa — China TD15) rose by over 25% year-on-year, while the annual average value of freight index for three typical routes (Middle East — Japan TC1, Middle East - Japan TC5, Singapore - Japan TC4) for three types of vessels (Long Range 1, Long Range 2 and Medium .Range) in the international clean oil market rose by 6.63%, 4.04% and 15.56% year-on-year respectively.

(2) Domestic oil shipping market

In 2015, the domestic crude oil shipping market underwent changes in policy as the Ministry of Transport opened up the supply allocation scheme in March 2015. The offshore crude oil output reached its peak during the 12th Five-Year Plan. For transshipment of import crude oil market, the demand for water transport remained strong, and the annual transshipment volume of import crude oil amounted to over 20 million tonnes. In general, the shipping volume of the coastal crude oil by water was approximately 65.7 million tonnes, representing an increase by 11.26 million tonnes or of 20.7% year-on-year.

(3) International dry bulk shipping market

In 2015, the international dry bulk shipping market was in serious recession and performed far worse than the expectation in the beginning of the year. The market remained at the bottom during the whole year with an annual average value of Baltic Dry Index (“ BDI ”) 719 points, representing a decrease of 34.9% as compared to the same period of last year. On 11 February 2016, the value even dropped to 290 points to a new historic low, representing a decrease of 97.5%

— 23 —

compared to the peak 11,793 points in 2008. The slump was due to three reasons: first, global economic growth slowed down, China’s demand grew negatively and the global climate change dragged down the market; second, the demand for global dry bulk shipping dropped 0.3% year-on-year; third, many new ships were delivered and the supply of global shipping capacity increased by 2.6%, further intensifying over supply of shipping capacity.

(4) Domestic dry bulk shipping market

The domestic coastal dry bulk shipping market also showed downturn performance in 2015. Coastal Bulk Freight Index (“ CCBFI ”), an integrated freight rate index for coastal dry bulk shipment remained at low side with an annual average index of 853 points, down 13.8% as compared to last year. This was due to the slowdown of the country’s economic growth, industrial restructuring and declining of production, the a structural downsize in a large scale of destocking, domestic coals and iron ore, market and such structural downsizing trend was irreversible, posing unprecedented challenges to the domestic dry bulk shipping market.

2. REVIEW OF OPERATING RESULTS DURING THE REPORTING PERIOD

Facing the complicated market environment, the Group adhered to the “strategic guidance and innovation-driven” general keynotes of work and to continue to deepen the strategy of “major clients, great co-operation and comprehensive services”. The Company actively innovated its business ideas and modes, pushed forward a transformation in an orderly manner and obtained breakthroughs in all aspects including marketing, cost control, safety management, management upgrade and capital operation, maintaining an overall stable development trend.

In 2015, the volume of cargo shipped by the Company accumulated to approximately 184 million tonnes, up 1.1% year-on-year; transport turnover were approximately 470.9 billion tonne-nactical miles, increased by 9.5% year-on-year; revenue derived from operations (after business tax and surcharge) was approximately RMB12,213 million, decreased by 0.5% year-on-year; operating costs were approximately RMB9,867 million, decreased by 9.4% year-on-year. The profit for the year attributable to owners of the Company was RMB417 million, and the basic earnings per share was RMB10.49 cents.

— 24 —

(1) Revenue from Principal Operations

In 2015, overall details of the Group’s principal operations by products transported and geographical regions were as follows:

Principal Operations by Products Transported

Industry or
Product
Description
Oil shipment
Coal shipment
Iron ore
shipment
Other dry bulk
shipment
Vessel
chartering
Total
Revenue
Operating
costs
Gross
profit
margin
Increase/
(decrease)
in
revenue
as
compared
to 2014
Increase/
(decrease)
in
operating
costs as
compared
to 2014
Increase/
(decrease)
in gross
profit
margin
as
compared
to 2014
(RMB’000) (RMB’000)
(%)
(%)
(%)
(%)
5,187,777
3,062,161
41.0
0.5
-29.8
25.4
1,562,249
1,520,620
2.7
-34.2
-36.3
3.3
2,260,133
2,074,486
8.2
-21.6
-6.9
-14.5
809,473
890,112
-10.0
74.0
74.9
-0.6
2,393,341
2,319,820
3.1
72.5
65.6
4.1
12,212,973
9,867,199
19.2
-0.5
-9.4
7.9

Principal Operations by Geographical Regions

Increase/
(decrease)
in revenue
as compared
Regions Revenue to 2014
(RMB’000) (%)
Domestic shipment 4,821,465 4.7
International shipment 7,391,508 -3.6

— 25 —

(2) Shipping business — Oil shipment

In 2015, the oil shipping market was better than in 2014 in general. Affected by beneficial factors such as the higher shipping prices, significant decrease in fuel prices and gradual realisation of results from various innovative measures of the Company, oil shipping business obtained a good result.

For domestic oil shipment, due to the opening up of the domestic crude oil market, the Company further established the operating strategy and goal of “leading the innovation of the operating mode of the domestic crude oil market, becoming the leading force to safeguard the market order and continuously consolidating and enhancing its leading position in the market” . Centered on this strategy objective, the Company strengthened strategic layout, strategically exited the refined oil market, innovated the integrated logistical service modes and seized the opportunities of capital injection into Beihai Shipping to establish a close partnership with China National Offshore Oil Corporation. The Company actively promoted the new “competition and cooperation” mode to undergo cooperation of various kinds with the domestic shipping companies, such as exchanging the anchors, the routes, the cargo and short-and-long term rental. They not only brought a win-win solution to the shipping companies, but also increased protection for the shipping customers, realising a win-win situation for both the shipment owner and the shipping company. In 2015, the Company’s domestic oil transport turnover was 15.54 billion tonne-nautical miles, increased by 5.1% year-on-year; revenue derived from operations was RMB2,158 million, increased by 8.6% year-on-year; gross profit rate was 40.5%, increased by 6.5% year-on-year. The Company’s market share in the domestic shipping market remained at around 54%. In particular, with the year-on-year decrease by 2.9% of the freight rates for coastal crude oil, the Company’s domestic crude shipping business continued to maintain a relatively high profitability level with a gross profit rate of 43.7%, realising gross profit of RMB860 million, increased by 31.0% year-on-year.

In the international oil shipment market, the Company actively carried out the strategies of “globalisation”, “following” and “diversification”, which greatly enhanced the Company’s ability to study the market, to bargain, to resist market fluctuation and its profitability. In aspects of client diversification, market diversification, route diversification and business diversification combining self-operation and term lease, or long-term lease and short-term lease, comprehensive breakthrough has been achieved to significantly lower dependency on single clients, single markets and single routes. Profitability is further strengthened. In 2015, the Company completed exported oil shipment

— 26 —

turnover of 152.2 billion tonne-nautical miles, decreased by 13.4% year-on-year (mainly because part of the self-operating vessels changed to vessels for lease); transport income was RMB3,921 million, increased by 11.6% year-on-year; gross profit rate was 32.8% and gross profit was RMB1,284 million, increased by RMB1,140 million year-on-year, representing an increase of 786.6%.

In 2015, the Group achieved a shipping volume of approximately 167.7 billion tonne-nautical miles of oil, representing a decrease of approximately 12.0% year-on-year; revenue derived from oil transportation was approximately RMB6,079 million, representing an increase of 10.5% year-on-year. An analysis of the transportation volume and revenue in terms of product types is as follows:

Transportation volume by product types

Domestic
Crude oil
Refined oil
International
Crude oil
Refined oil
Total
In 2015
(billion
tonne-
nautical
miles)
15.54
14.93
0.61
152.19
121.33
30.86
167.73
In 2014
Increase/
(decrease)
(billion
tonne-
nautical
miles)
(%)
14.78
5.1
13.39
11.5
1.39
-56.1
175.72
-13.4
141.78
-14.4
33.94
-9.1
190.50
-12.0

— 27 —

Revenue by shipment types

Domestic
Crude oil
Refined oil
Vessel charting
International
Crude oil
Refined oil
Vessel chartering
Total
In 2015
(RMB
million)
2,158
1,960
109
89
3,921
2,178
941
802
6,079
In 2014
Increase/
(decrease)
(RMB
million)
(%)
1,988
8.6
1,720
14.0
212
-48.6
56
58.9
3,512
11.6
2,020
7.8
1,213
-22.4
279
187.5
5,500
10.5

— 28 —

(3) Shipping business — Dry bulk shipment

For domestic bulk cargo shipment, in 2015, China Shipping Bulk Carrier Co., Limited (“ CS Bulk ”) strengthened marketing on domestic big customers by advanced arrangement of Contract of Aftreightment (“ COA Contract ”) contract negotiations early in the year, and strived to increase the fulfilment rate of the contracts. In 2015, CS Bulk signed COA contracts for domestic dry bulk cargoes with a shipping volume of 50.95 million tonnes. Through early disposal and seal of its coastal transport capacity, the Company decreased its loss by RMB168 million during the whole year.

For international dry bulk shipment, the Company actively adjusted the market structure to transform it from the traditional coastal shipping market to ocean cargo market; strengthened the cooperation with Baosteel Group Corporation (“ Baosteel ”) and Wuhan Iron And Steel (Group) Corporation (“ Wugang ”), actively pushed forward the cooperation with Valley in Brazil. Foreign trading capacity took up 77%, with a foreign turnover of 82%. Foreign transport income took up 75% of the total income. Meanwhile, the Company adjusted the supply structure to transform it from traditional thermal coal shipment to non-coal shipment of high added-value including grain and chemical fertiliser. Non-coal shipping capacity took up 75%, while the non-coal shipping volume reached 58%. For strengthening of international cargo shipment, the Company strived to improve very large ore carriers (“ VLOC ”) operation and completed 56 routes, turnover of 14.17 million tonnes during the whole year and achieved operating income of RMB1,252 million. Meanwhile, the Company enhanced its ability to study the market for better cargo capacity layout. The Company increased capacity to the third country, and its capacity input in the third countries during the whole year increased by 7.9% year-on-year and the third countries’ turnover increased by 11.6% year-on-year. In addition, the Company developed cargo rental business, achieving cargo rental income of RMB186 million during the whole year.

In 2015, the Group achieved a shipping volume of approximately 303.2 billion tonne-nautical miles of dry bulk cargo, representing an increase of approximately 26.6% year-on-year; operating revenue derived from dry bulk cargo transportation was approximately RMB6,134 million, representing a decrease of 9.5% year-on-year. An analysis of the transportation volume and revenue in terms of product types is as follows:

— 29 —

Transportation volume by types

Increase/
**In ** 2015 **In ** 2014 (decrease)
(billion tonne- (billion tonne-
nautical miles) nautical miles) (%)
Domestic 72.11 72.37 -0.4
Coal 53.10 56.73 -6.4
Iron ore 7.72 7.10 8.7
Other dry bulk (note) 11.29 8.54 32.2
International 231.09 167.21 38.2
Coal 20.08 12.17 65.0
Iron ore 176.75 147.54 19.8
Other dry bulk (note) 34.26 7.50 356.8
Total 303.20 239.58 26.6
Revenue by shipment types
Increase/
**In ** 2015 **In ** 2014 (decrease)
(RMB million) (RMB million) (%)
Domestic 2,664 2,619 1.7
Coal 1,311 1,933 -32.2
Iron ore 150 277 -45.8
Other dry bulk (note) 264 258 2.3
Vessel chartering 939 151 521.9
International 3,470 4,155 -16.5
Coal 251 441 -43.1
Iron ore 2,110 2,606 -19.0
Other dry bulk (note) 545 207 163.3
Vessel chartering 564 901 -37.4
Total 6,134 6,774 -9.4

Note: Other dry bulk cargoes include metal ore, non-metallic ore, steel, cement, timber, grain, fertiliser and so on except for coal and iron ore.

— 30 —

(4) Progress made in Liquefied natural gas (“LNG”) shipment

In 2015, the Company steadily pushed forward the phase 1 vessel construction of the Mobil DES project and the APLNG project, and actively worked better on the negotiation and development of the relevant projects. The Company strengthened coordination with its business partners, accelerated the construction of a team of talents. As of December 2015, there were 13 vessels in total owned by the Mobile DES project, APLNG project and YAMAL project which the Company participated or directed.

In 2015, the Company’s LNG business entered the stage of garnering profits. The 3 LNG vessels of the Mobile DES project were put into operation and completed 13 voyages with shipment of 990,000 tonnes, turnover of 4,300 million tonne-nautical miles. The Company achieved net profits of approximately USD7.13 million, and investment profits of RMB13.33 million under the equity method.

— 31 —

3. COSTS AND EXPENSES ANALYSIS

While achieving well in transportation operations, the Company has seriously and consistently implemented the various requirements of the Board on further enhancing management, cost reduction and efficiency improvement. Starting on operational management and overall budget management, cost management and control was further strengthened and all types of various costs and expenses were effectively under control. In 2015, transportation cost of RMB9.87 billion was incurred, representing a decrease of 9.4% year-on year, while ensuring notable improvement in the operating profit of the Company. The composition of the main operating costs is as follows:

Item
In 2015
(RMB’000)
Fuel costs
2,735,705
Port costs
1,144,577
Sea crew cost
1,304,625
Lubricants expenses
214,099
Depreciation
1,880,065
Insurance expenses
212,597
Repair expenses
321,003
Charter cost
1,595,540
Provision for onerous
contracts
127,828
Others
331,160
Total
9,867,199
In 2014
Increase/
(decrease)
Composition
ratio in
2015
(RMB’000)
(%)
(%)
4,555,800
-40.0
27.7
1,107,320
3.4
11.6
1,499,667
-13.0
13.2
223,797
-4.3
2.2
1,842,974
2.0
19.1
238,527
-10.9
2.2
351,382
-8.6
3.2
516,664
208.8
16.2
107,358
19.1
1.3
442,131
-25.1
3.3
10,885,620
-9.4
100.0
In 2014
Increase/
(decrease)
Composition
ratio in
2015
(RMB’000)
(%)
(%)
4,555,800
-40.0
27.7
1,107,320
3.4
11.6
1,499,667
-13.0
13.2
223,797
-4.3
2.2
1,842,974
2.0
19.1
238,527
-10.9
2.2
351,382
-8.6
3.2
516,664
208.8
16.2
107,358
19.1
1.3
442,131
-25.1
3.3
10,885,620
-9.4
100.0
100.0

Fuel costs were the major expense for the Company. Affected by the significant slump of international oil price and the Company’s active efforts to control costs, the lower fuel costs was the highlight of the cost-controlling work. In 2015, while the transportation turnover volume of the Company increased by 9.5% year-on-year, the fuel consumption volume was 1,124,300 tonnes, representing a decrease of 4.0% year-on-year; and average fuel consumption decreased from 2.72kg/1,000 nautical miles in 2014 to 2.39 kg/1,000 nautical miles, decreasing by 12.1% year-on-year, the utilisation efficiency of fuel has been improved significantly. In 2015, the Company incurred fuel costs of RMB2,736 million, representing a decrease of 40.0% year-on-year and accounting for 27.7% of the costs of transportation costs.

— 32 —

Regarding sea crew costs, the Group implemented reform of its crew management system, which enabled the Group to reduce crew costs of approximately RMB195 million in 2015.

In addition, the Group further strengthened communication and coordination with insurance companies and P&I Clubs. As a result, actual expenditures on insurance fees of the Group decreased by RMB25.93 million respectively in 2015.

In 2015, the Group incurred charter cost of RMB1.596 billion, representing an increase of 208.8% year-on-year. Such increases were because in 2015, the Group disposed 36 vessels with an aggregate capacity of 1,329,000 deadweight tonnes and the Company chartered in some vessels to replace the disposed old vessels so as to ensure the normal operation of the Company.

4. OPERATING RESULTS OF THE JOINT VENTURES AND THE ASSOCIATES

In 2015, the Group has recognised its share of profits in its joint ventures of approximately RMB72 million, representing a decrease of 64.9% as compared to that of the same period in 2014. In 2015, the 5 joint ventures achieved a shipping volume of 115.2 billion tonne-nautical miles, representing a decrease of 12.4% as compared to the same period in 2014. The operating revenue achieved by the 5 joint ventures in 2015 was approximately RMB5.786 billion, representing a decrease of 31.9% as compared to that of the same period in 2014, and the net profit realised by the 5 joint ventures in 2015 was approximately RMB55 million, representing a decrease of 83.2% as compared to that of the same period in 2014.

As at 31 December 2015, the 5 joint ventures owned 88 dry bulk vessels with a total capacity of 4.84 million deadweight tonnes and 3 vessels under construction with a total capacity of 143,000 deadweight tonnes.

— 33 —

The operating results achieved by the 5 joint ventures in 2015 are as follows:

Interest 2015 2015
held by the Shipping Operating 2015 Net
Company name Group volume revenue profit/(loss)
(billion
tonne-
nautical
miles) (RMB’000) (RMB’000)
Shenhua Zhonghai
Marine Co., Limited 49% 50.85 2,002,173 32,548
Shanghai Times
Shipping Co.,
Limited 50% 53.24 3,071,262 1,361
Shanghai Friendship
Marine Co., Limited 50% 1.67 85,666 -13,846
Huahai Petrol
Transportation &
Trading Co., Limited 50% 2.49 178,130 20,668
Guangzhou
Development
Shipping Co.,
Limited 50% 6.96 448,487 13,929

In 2015, the net profit achieved by China Shipping Finance Co., Limited (“ CS Finance ”), a non-shipping joint venture, with 25% interest held by the Company, was approximately RMB208 million.

In 2015, the Group has recognised its share of profits in its associates of approximately RMB216 million. In 2015, 2 associates achieved a shipping volume of 36.18 billion tonne-nautical miles. The operating revenue achieved by the 2 associates in 2015 was approximately RMB1.615 billion, and the net profit realised by the 2 associates in 2015 was approximately RMB503 million.

As at 31 December 2015, the 2 associates owned 11 vessels with a total capacity of 2.19 million deadweight tonnes.

— 34 —

The operating results achieved by the 2 associates in 2015 are as follows:

Interest held 2015 2015
by the Shipping Operating 2015 Net
Company name Group volume revenue profit
(billion
tonne-
nautical
miles) (RMB’000) (RMB’000)
Shanghai Beihai
Shipping Company
Limited 40% 12.98 1,336,983 486,968
China Ore Shipping
Pte Ltd. 49% 23.20 278,327 15,948

5. FINANCIAL ANALYSIS

(1) Net cash generated from operating activities

The net cash generated from operating activities of the Group for the Reporting Period was approximately RMB5,084,984,000 compared to that for the year ended 31 December 2014 was approximately RMB3,157,049,000, representing an increase of approximately 61.1%.

(2) Capital commitments

Authorised and contracted for:
Construction and purchases of vessels (note 1)
Equity investments (note 2)
2015
RMB’000
5,764,137
777,517
6,541,654
2014
RMB’000
5,430,061
539,668
5,969,729

The Group had capital commitments as at 31 December 2015, of which RMB2,918,629,000 (2014: RMB1,112,199,000) from the Group will be due within one year.

— 35 —

Note:

  • (1) According to the construction or purchase agreements entered into by the Group from April 2013 to June 2015 (2014: January 2007 to December 2014), these capital commitments will fall due in 2016 to 2018 (2014: 2015 to 2017).

  • (2) Included capital commitments in respect of equity investments is commitment to invest in an associate, China Ore Shipping Pte Ltd., and a joint venture, Shenhua Zhonghai Marine Co., Limited, of the Group.

In addition to the above, the Group’s share of the capital commitments of its associates which are contracted for but not provided amounted to RMB121,975,000 (2014: RMB486,298,000). The Group’s share of the capital commitments of its joint ventures, which are contracted for but not provided amounted to RMB2,929,925,000 (2014: RMB3,225,137,000); which are authorised but not contracted for amounted to RMB382,200 (2014: RMBNil).

(3) Capital structure

The Group’s net debt-to-equity ratio as at 31 December 2015 and 2014 was as follows:

Total debts
Less: Cash and cash equivalents
Net debt
Total equity
Net debt-to-equity ratio
2015
RMB’000
39,238,534
(2,085,889)
37,152,645
26,523,203
140%
2014
RMB’000
41,211,060
(2,449,240)
38,761,820
22,647,729
171%

(4) Cash and cash equivalents

Cash at banks generates interest income at floating rates based on daily bank deposit rates. Short-term fixed deposits are deposited for various periods of between one day to three months depending on the immediate cash requirements of the Group, and interest income shall accrue at the respective short-term fixed deposit rates.

Included in cash and cash equivalents is an amount of RMB794,370,000 (2014: RMB696,892,000) of bank balance deposited with CS Finance, a joint venture of the Group.

— 36 —

As at 31 December 2015, none of bank deposits (2014: bank deposits of RMB611,900,000) has/had been pledged to secure short-term bank borrowings. The pledged bank deposits were released upon the settlement of relevant bank borrowings during the Reporting Period.

Certain cash and cash equivalents are denominated in the following foreign currencies:

2015 2014
RMB’000 RMB’000
USD 1,292,096 1,579,382
SGD 487 910
HKD 12,324 11,182
Others 710 746

The carrying amounts of pledged bank deposits were denominated in the following foreign currency:

USD
Trade and bills receivables
Trade and bills receivables
Due from associates
Due from joint ventures
Due from fellow subsidiaries
2015
RMB’000

2015
RMB’000
2,233,434

40,200
477
2,274,111
2014
RMB’000
611,900
2014
RMB’000
1,735,214
736
9,627
686
2014
RMB’000
611,900
1,746,263

(5) Trade and bills receivables

Trade receivables due from associates, joint ventures and fellow subsidiaries are unsecured, non-interest-bearing and under normal credit period as other trade receivables.

— 37 —

An ageing analysis of the trade and bills receivables at the end of the reporting period, based on the invoice date, is as follows:

1 - 3 months
4 - 6 months
7 - 9 months
10 - 12 months
1 - 2 years
2015
RMB’000
1,577,830
604,399
48,784
40,055
3,043
2,274,111
2014
RMB’000
1,503,619
131,929
58,604
47,443
4,668
1,746,263

No impairment losses (2014: RMBNil) was made for the trade and bills receivables that are neither past due nor impaired because these receivables are within credit period granted to the respective customers and the management considers the default rate is low for such receivables based on historical information and past experience.

In determining the recoverability of a trade and bills receivables, the Group considers any change in credit quality of the trade and bills receivables from the date credit was initially granted up to the end of the Reporting Period. In view of the good settlement history of those receivables of the Group which are past due but not impaired for the Reporting Period, the Directors of the Company consider that no allowance is required.

Included in trade and bills receivables are debtors with total carrying amount of approximately RMB377,530,000 (2014: RMB242,644,000) which are past due as at the end of the Reporting Period for which the Group had not provided for impairment losses (2014: RMBNil) as there has not been a significant change in credit quality and the amounts are still considered to be recoverable.

— 38 —

Ageing of trade and bills receivables which are past due but not impaired, is as follows:

1 - 6 months
7 - 12 months
Over 1 year
2015
RMB’000
335,432
39,055
3,043
377,530
2014
RMB’000
190,533
47,443
4,668
242,644

The Group normally allows a credit period of 30 to 120 days to its major customers. In view of the fact that the Group’s trade and bills receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. Trade and bills receivables are non-interest-bearing.

Receivables that were past due but not impaired relate to a number of independent customers that have a good track record with the Group. Based on past experience, management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are considered fully recoverable. The Group does not hold any collateral over these balances.

Certain trade and bills receivables are denominated in the following foreign currencies:

2015 2014
RMB’000 RMB’000
USD 1,105,388 968,211
AUD 2

— 39 —

(6) Prepayments, deposits and other receivables

Prepayments
Deposits and other receivables
Due from associates
Due from joint ventures
Due from fellow subsidiaries
Due from related companies
- Due from joint ventures of ultimate holding
company
- Due from a joint venture of a fellow
subsidiary
2015
RMB’000
149,853
836,779

333,929
185,917
16,971
25
1,523,474
2014
RMB’000
139,850
316,039
3,427
74,565
185,662
16,971
76,153
812,667

The amounts due from associates, joint ventures, fellow subsidiaries and related companies are unsecured, non-interest-bearing and repayable on demand.

Certain prepayments, deposits and other receivables are denominated in the following foreign currencies:

USD
HKD
AUD
JPY
Others
2015
RMB’000
304,046
81,117
34,019
4,735
20,317
2014
RMB’000
483,041
23,011
22,820
1,914
13,629

— 40 —

(7) Trade and bills payables

Trade and bills payables
Due to ultimate holding company
Due to joint ventures
Due to fellow subsidiaries
Due to related companies
- Due to joint ventures of ultimate holding
company
- Due to joint ventures of fellow subsidiaries
2015
RMB’000
619,700
729
3,260
236,523
12,844
31,382
904,438
2014
RMB’000
472,700
147
860
377,627
9,576
129,759
990,669

Trade payables due to ultimate holding company, joint ventures, fellow subsidiaries and related companies are unsecured, non-interest-bearing and under normal credit period as other trade payables.

Certain trade and bills payables are denominated in the following foreign currencies:

USD
HKD
JPY
EUR
Others
2015
RMB’000
515,293
12,384
5,664
4,919
1,494
2014
RMB’000
619,246
36,944
2,283
6,161
9,458

— 41 —

An ageing analysis of the trade and bills payables at the end of the reporting period, based on the invoice date, is as follows:

1 - 3 months
4 - 6 months
7 - 9 months
10 - 12 months
1 - 2 years
Over 2 years
2015
RMB’000
612,959
118,197
47,088
80,573
37,122
8,499
904,438
2014
RMB’000
710,078
129,070
51,795
66,103
24,436
9,187
990,669

Trade and bills payables are non-interest-bearing and are normally settled in one to three months.

(8) Other payables and accruals

Other payables
Accruals
Due to ultimate holding company
Due to joint ventures
Due to fellow subsidiaries
Due to related companies
- Due to joint ventures of fellow subsidiaries
2015
RMB’000
594,645
42,344
6,422
74,816
12,519
185
730,931
2014
RMB’000
(57,484)
41,906
17,647
4,962
97,665

104,696

Other payables and accruals are non-interest-bearing and are normally settled in one to three months.

The amounts due to ultimate holding company, joint ventures, fellow subsidiaries and related companies are unsecured, non-interest-bearing and repayable on demand.

— 42 —

Certain other payables and accruals are denominated in the following foreign currencies:

USD
HKD
Others
(9) Provision for onerous contracts
At 1 January
Provision during the year
Utilised during the year
Exchange realignment
At 31 December
Current portion of provision for onerous contracts
Non-current portion of provision for onerous
contracts
2015
RMB’000
375,682
11,978
5,651
2015
RMB’000
281,815
127,828
(142,287)
(594)
266,762
107,623
159,139
266,762
2014
RMB’000
314,656
3,412
1,937
2014
RMB’000
349,694
107,358
(175,850)
613
281,815
142,287
139,528
281,815

As at 31 December 2015, the Group has a provision of RMB266,762,000 (2014: RMB281,815,000) for onerous contracts relating to the non-cancellable chartered-in oil tanker and dry bulk vessel contracts.

As at 31 December 2015, the committed charterhire expenses of non-cancellable chartered-in oil tanker and dry bulk vessel contracts with lease term expiring over twenty-four months from the end of the Reporting Period and with period not being covered by chartered-out oil tanker and dry bulk vessel contracts of which management cannot reliably assess their onerous contracts amounted to approximately RMB2,556,989,000 (2014: RMB2,709,313,000).

— 43 —

(10) Derivative financial instruments

2015 2014 RMB’000 RMB’000 Liabilities Current portion 508 — Non-current portion 411,385 291,553 As at 31 December 2015, the Group held thirty-one (2014: thirty-one) interest rate swap agreements and the total notional principal amount of the outstanding interest rate swap agreements was USD609,800,282 (approximately RMB3,959,799,000) (2014: USD609,800,282 (approximately RMB3,731,368,000)). The interest rate swap agreements, with maturity in 2016, 2031 and 2032, are designated as cash flow hedges in respect of the bank borrowings of the Group with a floating interest rate.

During the Reporting Period, the floating rates of the bank borrowings were 3 month London Inter-Bank Offered Rate (“ Libor ”) plus 0.42% or 2.20% (2014: 3 month Libor plus 0.42%, 0.45% or 2.20%).

Loss for the interest rate swap agreements during the Reporting Period is as follows:

2015 2014
RMB’000 RMB’000
Total fair value loss included in the hedging
reserve 104,840 436,415
Hedge loan interest included in finance costs 1,807 3,386
Total loss on cash flow hedges of the interest rate
swap agreements 106,647 439,801

On 28 January 2014, the Group released one of the interest rate swap agreements with Citibank, N.A., Hong Kong and its notional principal amount was approximately USD41,334,000 prior to maturity in January 2016.

— 44 —

(11) Interest-bearing bank and other borrowings

(a) The Group’s interest-bearing bank and other borrowings are analysed as follows:

Annual effective interest rate
Maturity
(%)
Current liabilities
(i)
Bank borrowings
Secured
5% to 10% discount to the People’s
Bank of China (“PBC”)
Benchmark interest rate, Libor +
0.38% to 2.15%, 3 month Libor, 3
month Libor + 0.42% to 2.15%, 6
month Libor + 0.40% to 1.70%,
fixed rate of 3.50% to 4.80%
2016
Unsecured
9% to 10% discount to the PBC
Benchmark interest rate, PBC
Benchmark interest rate, Libor +
0.60% to 4%, 3 month Libor, 3
month Libor + 0.70% to 2.20%,
fixed rate of 1.70% to 4.80%
2016
(ii)
Other borrowings
Secured
5% discount to the PBC Benchmark
interest rate, fixed rate of 6%
2016
Unsecured
10% discount to the PBC Benchmark
interest rate, Libor + 1.60% to
2.90%, 6 month Libor + 2.10%,
fixed rate of 1.50% to 6%
2016
Interest-bearing bank and other borrowings
— Current portion
2015
RMB’000
1,487,272
4,529,070
6,016,342
8,670
2,179,360
2,188,030
8,204,372
2014
RMB’000
1,926,196
4,030,944
5,957,140
253,160
2,032,790
2,285,950
8,243,090

— 45 —

Annual effective interest rate
Maturity
(%)
Non-current liabilities
(i)
Bank borrowings
Secured
5% to 10% discount to the PBC
Benchmark interest rate, Libor +
0.38% to 2.15%, 3 month Libor +
0.42% to 2.20%, 6 month Libor +
0.40% to 1.70%, fixed rate of
4.27% to 4.80%
2018 to
2037
Unsecured
10% to 20% discount to the PBC
Benchmark interest rate, PBC
Benchmark interest rate, Libor +
1.45% to 1.85%, 3 month Libor +
1.20% to 2.40%, fixed rate of
2.91% to 6%
2017 to
2024
(ii)
Other borrowings
Secured
5% discount to the PBC Benchmark
interest rate
2023
Unsecured
6 month Libor + 2% to 2.50%, fixed
rate of 3.60% to 6.51%
2017 to
2018
Interest-bearing bank and other borrowings
- Non-current portion
2015
RMB’000
13,264,504
6,789,686
20,054,190
100,470
5,298,721
5,399,191
25,453,381
2014
RMB’000
11,295,416
7,388,464
18,683,880
129,540
4,611,923
4,741,463
23,425,343

— 46 —

The Group’s bank and other borrowings are secured by pledges of the Group’s 53 vessels (2014: 48 vessels) and 6 vessels under construction (2014: 13 vessels under construction) with total net carrying amount of RMB20,639,356,000 (2014: RMB19,154,098,000) and RMB6,004,226,000 (2014: RMB4,995,123,000) respectively as at 31 December 2015.

As at 31 December 2015, no bank deposits (2014: bank deposits of RMB611,900,000) has/had been pledged to secure short-term bank borrowings. The pledged bank deposits were released upon the settlement of relevant bank borrowings during the Reporting Period.

Except for secured bank borrowings of RMB13,326,897,000 (2014: RMB12,470,966,000), unsecured bank borrowings of RMB7,437,128,000 (2014: RMB6,978,985,000) and unsecured other borrowings of RMB1,948,080,000 (2014: RMB611,923,000) which are denominated in USD, all interest-bearing bank and other borrowings are denominated in RMB.

  • (b) As at 31 December 2015, the Group’s interest-bearing bank and other borrowings were repayable as follows:
Analysed into:
(i)
Bank borrowings:
Within one year or on demand
In the second year
In the third to fifth year, inclusive
Over five years
(ii) Other borrowings:
Within one year or on demand
In the second year
In the third to fifth year, inclusive
Over five years
2015
RMB’000
6,016,342
4,577,413
8,131,904
7,344,873
26,070,532
2,188,030
1,658,540
3,680,215
60,436
7,587,221
33,657,753
2014
RMB’000
5,957,140
2,689,239
10,204,923
5,789,718
24,641,020
2,285,950
8,670
4,640,993
91,800
7,027,413
31,668,433

— 47 —

Included in other borrowings represent an amount of RMB292,800,000 (2014: RMB1,421,790,000) which was borrowed from CS Finance, a joint venture of the Group. As at 31 December 2015, the current and non-current portion of this borrowing amounted to RMB253,400,000 (2014: RMB1,370,990,000) and RMB39,400,000 (2014: RMB50,800,000) respectively.

Included in other borrowings represent an amount of RMB7,148,080,000 (2014: RMB5,411,923,000) was borrowed from the Company’s ultimate holding company. As at 31 December 2015, the current and non-current portion of this borrowing amounted to RMB1,849,360,000 (2014: RMB800,000,000) and RMB5,298,720,000 (2014: RMB4,611,923,000) respectively.

(c) Details of notes are as follows:

Notes with principal amount of RMB3,000,000,000 was issued by the Group to investors on 3 August 2009. The notes carried a fixed interest yield of 3.90% per annum and were issued at a price of 100 per cent of its principal amount, resulting in no discount on the issue. The notes become interest-bearing since 4 August 2009, payable annually in arrears on 4 August of each year. The notes had been fully redeemed on 3 August 2014.

(12) Other loans

Baosteel Resources International Company
Limited (“Baosteel Resources International”)
Kantons International Investment Limited
(“Kantons International”)
Shanghai Puyuan Shipping Co., Limited (“SH
Puyuan”)
Mitsui O.S.K. Lines, Limited (“MOL”)
Petrochina International Co., Limited
(“Petrochina International”)
Less: Current portion of other loans
Non-current portion of other loans
2015
RMB’000
420,016
519,946

241,856
17,721
1,199,539

1,199,539
2014
RMB’000
410,784
306,769
107,681
138,140
12,286
975,660
(44,714)
930,946

— 48 —

Loan from Baosteel Resources International represents an amount of USD64,680,000 (approximately RMB420,016,000) (2014: USD67,130,000 (approximately RMB410,784,000)) which was provided to Hong Kong Hai Bao Shipping Co., Limited to finance the construction of vessels and daily operations. The loan is unsecured, interest-bearing at fixed rate of 3% (2014: fixed rate of 3.50%) per annum and repayable in 2018.

According to the contract signed between East China LNG Shipping Investment Co., Limited (“ ELNG ”) and its non-controlling shareholder, Kantons International, USD7,069,829 (approximately RMB45,909,000) (2014: USD5,885,854 (approximately RMB36,015,000)) which was provided to ELNG to finance certain vessels construction projects being carried out by the associates held by ELNG. The loan is unsecured, interest-bearing at approximately 3.30% to 6.20% over 3 month Libor (2014: approximately 3.30% over 3 month Libor) per annum and repayable within twenty years after the vessels construction projects are completed.

According to the contract signed between China Energy Shipping Investment Co., Limited (“ China Energy ”) and its non-controlling shareholder, Kantons International, USD73,000,707 (approximately RMB474,037,000) (2014: USD44,248,019 (approximately RMB270,754,000)) which was provided to China Energy to finance certain vessels construction projects being carried out by the subsidiaries of China Energy. The loan is unsecured, interest-bearing at approximately 2.20% over 3 month Libor (2014: approximately 2.20% over 3 month Libor) per annum and repayable within twenty years after the vessels construction projects are completed.

According to the contract signed between CS Puyuan Marine Co., Limted (“ CS Puyuan ”)and its non-controlling shareholder, SH Puyuan, as at 31 December 2014, USD17,597,200 (approximately RMB107,681,000) was provided to CS Puyuan to finance its daily operations. The loan was unsecured, non-interest-bearing and originally repayable in 2015 and 2016.

Pursuant to equity transfer agreement dated 6 November 2015, both SH Puyuan and the Group agreed this loan was waived.

— 49 —

According to the contracts signed between China Energy and the non-controlling shareholder of its subsidiaries, MOL, USD37,245,259 (approximately RMB241,856,000) (2014: USD22,575,542 (approximately RMB138,140,000)) which were provided to China Energy to finance certain vessels construction projects being carried out by the subsidiaries of China Energy. The loans are unsecured, interest-bearing at approximately 2.20% over 3 month Libor (2014: approximately 2.20% over 3 month Libor) per annum and repayable within fifteen years after the vessels construction projects are completed.

According to the contract signed between North China LNG Shipping Investment Co., Limited (“ NLNG ”) and its non-controlling shareholder, Petrochina International, USD2,729,070 (approximately RMB17,721,000) (2014: USD2,007,839 (approximately RMB12,286,000)) which was provided to NLNG to finance certain vessels construction projects being carried out by the associates held by NLNG. The loan is unsecured, interest-bearing at approximately 4.90% to 5.50% over 3 month Libor (2014: approximately 4.90% over 3 month Libor) per annum and repayable within twenty years after the vessels construction projects are completed.

— 50 —

(13) Obligations under finance leases

Amounts payable under
finance leases
- Within one year
- In the second year
- In the third to fifth year,
inclusive
- Over five years
Less: Future finance charges
Present value of lease
obligations
Less: Amount due within one
year shown under current
liabilities
Amount due after one year
Minimum lease
payments
2015
2014
RMB’000
RMB’000
65,389
68,977
65,358
68,977
196,073
206,931
142,988
219,910
469,808
564,795
(67,054)
(116,335)
402,754
448,460
Present value of
minimum lease
payments
2015
2014
RMB’000
RMB’000
48,751
43,979
50,917
46,630
167,253
158,273
135,833
199,578
402,754
448,460
(48,751)
(43,979)
354,003
404,481

The Group’s obligations under finance leases are secured by charges over the leased assets.

Interest rates underlying all under finance leases are at 10% discount to the PBC Benchmark interest rate (2014: 10% discount to the PBC Benchmark interest rate) per annum.

— 51 —

(14) Bonds payable

Convertible bonds
Corporate bonds
Less: Current portion of bonds payable
Non-current portion of bonds payable
2015
RMB’000

3,978,488
3,978,488

3,978,488
2014
RMB’000
3,145,147
4,973,360
8,118,507
(4,143,383)
3,975,124

(a) Convertible bonds

The Company’s A-share convertible bonds amounting to RMB3,950,000,000 were issued on 1 August 2011, with a term of six years, by issuing 39,500,000 number of bonds at a nominal value of RMB100 each. The convertible bonds are convertible into A-shares of the Company at anytime between six months after the date of issue of the convertible bonds and the maturity date of the convertible bonds, being 2 February 2012 to 1 August 2017, at initial conversion price of RMB8.7 per share.

On 17 May 2012, the Company declared a 2011 final dividend of RMB0.1 per share (before tax). According to the terms of issuance of the convertible bonds and relevant regulations by China Securities Regulatory Commission, the Company changed the conversion price from RMB8.70 per share to RMB8.60 per share effective from 1 June 2012.

If the convertible bonds have not been converted, they will be redeemed at 105% of par value within five trading days after the maturity of the convertible bonds. The convertible bonds bear interest at 0.5% for the first year, 0.7% for the second year, 0.9% for the third year, 1.3% for the fourth year, 1.6% for the fifth year and 2% for the sixth year. The interests are payable annually in arrears on 1 August of each year starting from 2012.

Within the last two years of the convertible bonds, if the closing price of A-share is traded at lower of 70% of the initial conversion price for thirty consecutive trading days, the convertible bonds holders are entitled a one-off right to request the Company to redeem the convertible bonds wholly or partially at par, with interest accrued on that day.

— 52 —

The Company is entitled to redeem the convertible bonds wholly at par plus accrued interest if: (i) the closing price of the Company’s shares is at or higher than 130% of the initial conversion price for any fifteen trading days in thirty consecutive trading days from issuance of the Bonds; or (ii) the aggregate par value of the outstanding convertible bonds is less than RMB30,000,000 at any time from issuance of the convertible bonds.

The convertible bonds were split into liability (including the value of closely-related early redemption option and callable option) and equity components of RMB3,039,329,000 and RMB873,043,000 respectively upon initial recognition by recognising the liability component at its fair value and attributing the residual amount to the equity component. The liability component is subsequently carried at amortised cost and equity component is recognised in the convertible bonds equity reserve. The effective interest of the liability component is 5.6% per annum. On 12 August 2014, the Company passed a special resolution to approve the downward adjustment to the conversion price from RMB8.60 per share to RMB6.24 per share in accordance with the terms of issuance of the convertible bonds, when adjustment became effective on 14 August 2014.

As the closing price of the A Shares had been equal to or higher than 130% of the conversion price of the convertible bonds (being RMB6.24 per share) for at least fifteen trading days out of the thirty consecutive trading days between 26 November 2014 and 8 January 2015, the Board had on 8 January 2015 resolved to redeem all outstanding convertible bonds in accordance with the specified redemption procedures. On 13 February 2015, the Company completed its redemption of all outstanding convertible bonds. The convertible bonds were delisted from the Shanghai Stock Exchange on 13 February 2015.

— 53 —

The movement of the liability component of the convertible bonds for the Reporting Period is set out below:

Carrying amount at 1 January 2014
Interest charge
Interest paid
Conversion during the year
Carrying amount at 31 December 2014 and 1 January 2015
Interest charge
Conversion during the year
Redemption
Gain on early redemption of convertible bonds
Carrying amount at 31 December 2015
RMB’000
3,424,692
192,486
(35,586)
(436,445)
3,145,147
14,677
(3,120,694)
(34,744)
(4,386)

The fair value and effective interest rate of the liability component of the convertible bonds as at 31 December 2015 was RMBNil (2014: RMB3,145,147,000) and Nil% (2014: 5.6%) per annum respectively.

Interest expense of RMB14,677,000 (2014: RMB192,486,000) was recognised in profit or loss in respect of the convertible bonds for the Reporting Period.

— 54 —

(b) Corporate bonds

The movement of the corporate bonds for the Reporting Period is set out below:

Carrying amount at 1 January 2014
Interest charge
Carrying amount at 31 December 2014 and 1 January 2015
Interest charge
Redemption
Carrying amount at 31 December 2015
Current portion of corporate bonds
Non-current portion of corporate bonds
RMB’000
4,967,236
6,124
4,973,360
5,128
(1,000,000)
3,978,488

3,978,488
3,978,488

As at 31 December 2015, the balances of corporate bonds are as follows:

Issue date
Term of the
bond
3 August 2012
3 years
3 August 2012
10 years
29 October 2012
7 years
29 October 2012
10 years
Total
principal
value
Book value
of bond at
initial
recognition
RMB’000
RMB’000
1,000,000
991,400
1,500,000
1,487,100
1,500,000
1,488,600
1,000,000
992,400
5,000,000
4,959,500
At 31
December
2014
RMB’000
998,236
1,489,656
1,491,727
993,741
4,973,360
Interest
charge Redemption
RMB’000
RMB’000
1,764
(1,000,000)
1,148

1,550

666

5,128
(1,000,000)
At 31
December
2015
RMB’000

1,490,804
1,493,277
994,407
3,978,488

The Company issued two batches of corporate bonds on 3 August 2012. The first batch is a three-year corporate bonds with a principal value of RMB1 billion, carrying an annual fixed interest rate of 4.20% and was repaid on 3 August 2015. The issuing price was 100 per cent of principal value, resulting in no discount on the issue. Interest on the bonds is paid annually.

— 55 —

The second batch is a ten-year corporate bonds with a principal value of RMB1.5 billion, carrying an annual fixed interest rate of 5% and matures on 3 August 2022. The issuing price was 100 per cent of principal value, resulting in no discount on the issue. Interest on the bonds is paid annually.

The Company issued further two batches of corporate bonds on 29 October 2012. The first batch is a seven-year corporate bonds with a principal value of RMB1.5 billion, carrying an annual fixed interest rate of 5.05% and matures on 29 October 2019. The issuing price was 100 per cent of principal value, resulting in no discount on the issue. Interest on the bonds is paid annually.

The second batch is a ten-year corporate bonds with a principal value of RMB1 billion, carrying an annual fixed interest rate of 5.18% and matures on 29 October 2022. The issuing price was 100 per cent of principal value, resulting in no discount on the issue. Interest on the bonds is paid annually.

(15) Contingent liabilities

  • (i) In August 2011, one of the Group’s cargo vessels “Bihuashan” collided with “Li Peng 1”, which caused “Li Peng 1” to sink afterwards. The Group has set up a Limitation of Liability for Maritime Claims Fund amounting to RMB22,250,000. Since the Group had been insured, all compensations will be borne by the insurance company. As at 31 December 2015, the Group was still in the process of settling all the issues concerned.

  • (ii) In January 2012, fuel leakage occurred in one of the Group’s tanker “Daiqing 75” during its voyage in Bohai Sea of the PRC. As at 31 December 2014, claims on damage caused by the fuel leakage amounted to an aggregate of RMB19,370,000 plus court costs. Of which, RMB11,250,000 had been fully settled by insurance companies. Since the Company had been insured with PICC Property and Casualty Company Limited and West of England Insurance Services (Luxembourg) S.A., all compensations will be borne by the insurance companies. On 24 July 2015, the court announced the final claims on damage to be RMB4,000,000 and the Group agreed to settle the issues concerned with the amount. The final leakage incident in relation to the “Daiqing 75” tanker was resolved after the Group settled such amount.

— 56 —

  • (iii) ELNG, a non-wholly-owned subsidiary of the Company, holds 30% equity interests in each of Aquarius LNG Shipping Limited (“ Aquarius LNG ”) and Gemini LNG Shipping Limited (“ Gemini LNG ”), and NLNG, a non-wholly-owned subsidiary of the Company, holds 30% equity interests in each of Capricorn LNG Shipping Limited (“ Capricorn LNG ”) and Aries LNG Shipping Limited (“ Aries LNG ”). Each of these four companies aforesaid entered into ship building contracts for the construction of one LNG vessel. After the completion of the LNG vessels, the four companies would, in accordance with time charters agreements to be signed, lease the LNG vessels to the following charterers:

Company name

Charterer

Aquarius LNG Papua New Guinea Liquefied Natural Gas Global Company LDC Gemini LNG Papua New Guinea Liquefied Natural Gas Global Company LDC Aries LNG Mobil Australia Resources Company Pty Ltd. Capricorn LNG Mobil Australia Resources Company Pty Ltd.

On 15 July 2011, the Company entered into four guaranteed leases (“ the Lease Guarantees ”). According to the Lease Guarantees, the Company irrevocably and unconditionally provided the charterers, successors and transferees of the four companies listed above with guarantee (1) for the four companies to fulfil their respective obligations under the lease term, and (2) to secure 30% of amounts payable to charterers under lease term.

According to the term of the Lease Guarantees and taking into account the possible increase in the value of the lease commitments and the percentage of shareholdings hold by the Company in the four companies listed above, the amount of leases guaranteed by the Company is limited to USD8,200,000 (approximately RMB53,248,000).

The guarantee period is limited to that of the lease period, which is twenty years.

  • (iv) On 9 March 2013, one of the Group’s cargo vessels “CSB Talent” had a broken bollard caused by strong wind at the dock and collided with several parked vessels nearby, which resulted in damage of the floating dock and other facilities. In March 2014, claims on damage caused by the collision amounted to an aggregate of RMB173,865,000. Since the Company had been insured with

— 57 —

PICC Property and Casualty Company Limited (Guangzhou Branch) and The London Steam Ship Owners Mutual Insurance Association Limited, all compensation will be borne by the insurance companies. As at 31 December 2015, the Group was still in the process of settling all the issues concerned.

  • (v) On 23 December 2013, five oil tankers of the Group, “Danchi”, “Baichi”, “Daiqing 71”, “Daiqing 72” and “Ruijintan”, extracted oil from “Bohaiyouyihao”. This act was sued by a group of plaintiffs for ocean pollution. As at 23 April 2014, claims on damage caused by ocean pollution amounted to an aggregate of RMB47,452,000. Since the Company had been insured with PICC Property and Casualty Company Limited (Shanghai Branch), the London P&I Club and SKULD, all compensation will be borne by the insurance companies. As at 31 December 2014, the Group was still in the process of settling all the issues concerned. On 3 November 2015, the court approved the plaintiffs to withdraw the claims after an arbitration on 28 August 2015.

  • (vi) At the 2014 seventh Board meeting held on 30 June 2014, the Company approved the ship building contracts, time charters agreements and supplementary construction contract signed by three joint ventures of the Company for the Yamal LNG project. To secure the obligation of the ship building contracts, time charters agreements and supplementary construction contracts, the Company provides corporate guarantees to the shipbuilders, Daewoo Shipbuilding & Marine Engineering Co., Ltd. and DY Maritime Limited. The total aggregate liability of the Company under the corporate guarantees is limited to USD490,000,000 (approximately RMB3,181,864,000). In addition, the Company provides owner’s guarantees to the charterer, YAMAL Trade Pte. Ltd. The total aggregate liability of the Company under the owner’s guarantees is limited to USD6,400,000 (approximately RMB41,559,000).

  • (vii)At the 2015 sixth Board meeting held on 28 April 2015, the Company approved CS Bulk guarantees not more than 50% of the total debt of Guangzhou Development Shipping Co., Limited, a joint venture of the Group, including loan and accrued interest limited to approximately RMB26,250,000, where the guarantee was unconditional and non-cancellable.

(16) Foreign exchange risk management

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to United States Dollar (“ USD ”) and Hong Kong Dollar (“ HKD ”) against RMB. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities.

— 58 —

As at 31 December 2015, if USD and HKD had weakened or strengthened by 1% against RMB with all other variables held constant, post-tax profit for the year would have been RMB52,885,000 (2014: RMB175,485,000) higher/lower, mainly as a result of foreign exchange gains or losses on translation of USD and HKD denominated trade and bills receivables, prepayments, deposits and other receivables, pledged bank deposits, cash and cash equivalents, trade and bills payables, other payables and accruals, interest-bearing bank and other borrowings and other loans.

(17) Cash flow and fair value interest rate risk management

The Group’s income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets. The Group’s exposures to changes in interest rates are mainly attributable to its interest-bearing bank and other borrowings, other loans and obligations under finance leases. Borrowings at fixed rates expose the Group to fair value interest rate risk.

Borrowings at floating rates expose the Group to cash flow interest rate risk. To minimise its interest expenses, the Group entered into interest rate swaps from time to time to mitigate the interest rate risk.

As at 31 December 2015, if interest rates on borrowings had been 100 basis points higher/lower with all other variables held constant, the Group’s post-tax profit for the year would have been RMB211,388,000 (2014: post-tax profit of RMB165,076,000) lower/higher mainly as a result of higher/lower interest expenses on floating rate borrowings.

6. OTHERS

(1) Fleet expansion projects

In 2015, the Group has achieved further improvement in its fleet expansion.

In 2015, the cash outflow from investment activities of the Group was approximately RMB2.037 billion which has been paid for construction of new vessels, transformation of old vessels and capital increases into joint ventures of the Company, including capital expenditure of approximately RMB1.843 billion paid for the purchase of new vessels by the Group.

In terms of fleet expansion, 8 new dry bulk vessels with a total capacity of approximately 516,000 deadweight tonnes have been delivered for use in 2015.

— 59 —

As at 31 December 2015, the composition of the Group’s fleet is as follows:

Number of Deadweight Average
vessels tonnes age
(‘000) (years)
Oil Tankers 66 7,449 7.0
Dry bulk vessels 100 9,398 5.1
Total 166 16,847 5.9

(2) Material asset disposals

In 2015, the Group disposed of 36 vessels with an aggregate capacity of 1,329,000 deadweight tonnes, including 1 oil tanker of 13,000 deadweight tonnes and 35 dry bulk vessels of 1,316,000 deadweight tonnes respectively.

7. OUTLOOK AND HIGHLIGHTS FOR 2016

(1) Competitive landscape and development trend in the industry

In 2016, the international economic environment remains complex, world economic growth is expected to rebound slightly, slow growth is expected in the next few years or will become the norm. Against the back drop of new normal global economy, lack of market demand for transportation, overcapacity situation in the short term is difficult to be substantially improved.

Oil transport market, the 2016 international oil prices will remain low in which the international crude oil transport demand is expected to grow about 3%. With almost two years of slow growth (in the international tanker capacity), it will usher in a small peak delivery, tanker capacity growth is expected to be around 6%, including an increase in VLCC 6.9%, increase in product tankers 5.4%, were higher than demand growth. Thus, the oil transport market in 2016 will be weaker than that in 2015.

In respect to dry bulk market, in 2016 the global dry bulk shipping demand growth will be about 0.6% whilst the global capacity is expected to grow 2.8%, well below the growth in demand; our destocking efforts will further increase, iron ore, coal demand will shrink further. To this end, in 2016 domestic and international dry bulk shipping market will remain at low level.

— 60 —

(2) Development strategies of the Company

Faced with a tough market environment, under the leadership of the Board, the Company will capture the favorable opportunity of oil and gas sector reform to adhere to the “strategic guidance, innovation-driven,” and “three stronger than” closely enhance the promotion corporate strategic management and control capability, ability to resist risks, sustainable development and core competitiveness.

(3) Operational plans

In 2016, the Group expects to add 5 new oil tankers and dry bulk vessels with a total tonnage of 150,000 deadweight tonnes of shipping capacity, and 3 new LNG vessels with a total shipping capacity of 525,000 cubic meters. It is anticipated that 171 oil tankers and dry bulk vessels in effective use throughout the whole year will be 17 million deadweight tonnes, and 3 LNG vessels in effective use throughout the whole year will be 525,000 cubic meters.

Based on the market conditions of the domestic and international shipping industry in 2016, and taking into account of the delivery of new vessels, the Group’s major operating plans in 2016 are as follows: completion of shipment turnover volume of 453.3 billion tonne-nautical miles, representing a decrease of 3.8% year-on-year; operating revenue of RMB13.0 billion is expected to be realised, representing an increase of 2.0% year-on-year; operating costs of RMB10.7 billion, representing an increase of 3% year-on-year.

(4) Work initiatives of the Company

To cope with the current market situation, the Group will implement the following initiatives in 2016:

  • A. Increase the quality, efficiency and go all out to maintain growth. In 2016, the company will release the full bonus of reform, lay the quality and efficiency battle, go all out to maintain growth, and make efforts to complete the management indicators issued by the Board of Directors.

In terms of oil shipment business, the Company will make full use of the advantages of economies of scale after the Dalian Ocean fleet restructuring, team work advantage, efficient synergies and further enhance the market competitiveness. In the internal transport market, the Company will seize the opportunity to open the domestic oil market, the initiative to undertake the role of coordinator of the market, and strive to maintain market order;

— 61 —

further innovate with the port, execute the the business model of co-ownership, and actively promote the transit of oil to import logistics solutions provider transformation; put the “competing” concept, with domestic counterparts to strengthen exchange routes, supply swap, swap their positions, improve shipping efficiency. In foreign trade transport market, the Company will stick to the firm implementation of the “going out” strategy; vigorously implement the “Strategically follow”, followed by the domestic petrochemical enterprises Globalisation management, according to their needs to adjust the fleet structure, opening up new routes, chart joint management, develop cooperation projects, speed up the strategic layout of globalisation; the full implementation of “diversification” strategy to promote market diversification, customer diversification, diversification of routes and management of pluralism.

In terms of bulk shipment business, the Company will realise “three changes”: First, from maintaining the scale to destocking, according to the actual production to firmly cut excess capacity and redundancy, based on the orders in hand do postponement, sublease, modifications, and other disposal plans to effectively resolve excess capacity, the capacity to maintain a reasonable scale. The second is transforming from the “ship-centric” to “supply-centric”, and actively carry out global marketing, to expand the proportion of freight for improvement. Third, from bulk cargo marine transportation to diversified operation mode, nurture on shore business links, increase extension services, increase the intensity of commodity trade, develop new economic growth point.

In terms of LNG shipment business, the Company will, based on the cooperation with China National Petroleum Corporation, China Petrochemical Corporation and China National Offshore Oil Corporation, the 3 state-owned oil companies, strive to establish a leading LNG transport fleet, and through international joint bid to expand the international market and improve the international influence. The Company will continue to promote people-oriented culture, improve staff quality, and cultivate human resources needed for the development of enterprises, build a leading project development and LNG ship management team.

  • B. Adhere to a high starting point, high standard, high-quality, high efficiency to complete the reform and reorganisation. The Company will, in accordance with the Group’s restructuring reform plan, strive to complete the restructuring of the Company in the first half of this year. After the completion of the restructuring, the Company will become a specialised tanker company with the world’s top one tanker fleet.

— 62 —

  • C. Implement the responsibility to ensure safety and prevent operational risks. In 2016, the Company will adhere to the “safety of personnel, safety equipment, safety standards, environmental security, security management” as the core of the strategic objectives, and implement safe production responsibility system so as to enhance company core competencies on safety. In addition, the Company will pay close attention to macro-economic changes, and take the path of sound operation. To this end, the Company will strictly control the scale of investment in shipbuilding, strictly control the debt ratio, maintain a good grasp of charter operations, prevention and control of operational risks.

  • D. Strengthen funds management and expand financing channels to secure development funds and strive for reduction of capital costs. According to the new vessel delivery plans, the capital expenditure of the Company in 2016 will be approximately RMB2.5 billion. In this connection, the Company will further strengthen cooperation with banks, fully utilise both domestic and international markets and reasonably use financial instruments to secure the required capital funds, and will continuously enhance operating benefits and efficiency of capital operations, reduce financing costs and maintain a relatively sound financial structure, so as to prevent financial risk and capital risk practicably.

  • E. Adhere to the costs-come-first and continue to improve operating efficiency and costs reduction and control level. In the background of strict environment with continuously depressed market, the Company will actively control costs and enhance comprehensive competitiveness. In 2016 the Company will take advantage of the comprehensive strength with significantly increasing capacity of Chinese Ocean Shipping Group after the reorganisation, and seek greater concessions while negotiating with global suppliers for purchasing of shipping materials. In addition, the Company will fully utilise the current favorable opportunity of low oil prices, and scientifically and reasonably complete well fuel locking and purchasing work; the Company will strive for breakthrough in management and control of various costs items such as crew expenses, vessel repair charges, port charges, to create an advantage of low costing.

— 63 —

  • F. Strengthen talent development and team building so as to mobilise the enthusiasm of the staff. The Company will research and develop a plan for building a team of talent corresponding to and according to our planning for fleet development and the development need of various business segments. The Company will strengthen the building of an international talent team, cultivating a number of high-quality pioneering and innovative personnel with international vision and the ability to work independently so as to secure the manpower for fleet development.

8. OTHER SIGNIFICANT EVENTS

(1) Results, dividends and closure of the H Share register

The H share register of members of the Company will be closed from Thursday, 21 April 2016, to Friday, 20 May 2016, both days inclusive, during which period no transfer of H shares will be effected and registered. Shareholders whose names appear on the H share register of members of the Company on Friday, 20 May 2016 will be eligible to attend and vote at the annual general meeting of the Company. In order to be entitled to attend and vote at the annual general meeting of the Company, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company’s H shares, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 20 April 2016.

To ascertain shareholders’ entitlement to the proposed final dividend, the H share register of members of the Company will be closed from Friday, 3 June 2016 to Monday, 13 June 2016, both days inclusive, during which period no transfer of H shares will be effected and registered. Shareholders whose names appear on the Company’s H share register of members on Monday, 13 June 2016 will be qualified for the proposed final dividend. In order to qualify for the proposed final dividend, shareholders must lodge all duly completed transfer forms accompanied by the relevant share certificates with the share registrar of the Company’s H shares, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 2 June 2016. The proposed final dividend (the payment of which is subject to the shareholders’ approval at the forthcoming annual general meeting) is to be payable on or before Friday, 29 July 2016 to shareholders whose names appear on the H share register of members of the Company on Monday, 13 June 2016.

— 64 —

(2) Medical insurance scheme

As required by the regulations of the PRC local government effective from 1 July 2001, the Company participates in a defined contribution medical insurance scheme organised by PRC social security authorities. Under the scheme, the Company is required to make monthly contributions at the rate of 12% of the total basic salaries of the employees. In addition, pursuant to the aforementioned regulations, the contributions are accounted for as staff welfare payables accrued by the Company. The Company has no obligation for the payment of medical benefits beyond such contributions to the registered insurance companies.

Since 1 July 2010, the Company has developed a defined medical insurance scheme according to the spirit of the State to advocate the establishment of a multi-level enterprise medical security system and of the “Notice on Enterprise Income Tax Policies Relating to Defined Contribution Retirement Insurance and Defined Medical Insurance” (Cai Shui [2009] No. 27). Under the scheme, the Company shall make a provision of 5% of the total salary of employees, which shall be deposited into a special account for defined medical insurance fund.

(3) Pension and Enterprise annuity schemes

(i) PRC (other than Hong Kong)

Pension scheme

The Group is required to contribute to a pension scheme (the “ Scheme ”) for its eligible employees. Under the Scheme, the Group’s retirement benefit obligations to its existing retired and future retiring employees except for the medical expenses to retired employees, are limited to its annual contributions equivalent to the range of 18% to 22% (2014: 18% to 22%) of the basic salaries of the Group’s employees. Contributions made by the Group to the Scheme for the Reporting Period amounted to RMB28,741,000 (2014: RMB62,425,000).

Enterprise annuity scheme

In 2008, after the resolution held between the representatives of the Group’s Labour Union and the Board, a scheme on the enterprise annuity has been set up. The annuity scheme confirms that the employer’s contributions will be 5% of the total staff costs of previous year. The employees’ contributions will be 1.25% of their income from previous year and the employer’s contributions for the management staff should not be five times more than the staff average.

— 65 —

The enterprise annuity scheme is effective as on 1 January 2008. According to the scheme, actual amount incurred as labour cost in 2015 amounted to RMB7,408,000 (2014: RMB12,197,000).

The Group has no further obligations beyond the annual contributions. In the opinion of the Directors, the Group did not have any significant liabilities beyond the above contributions in respect of the retirement benefits of its employees.

(ii) Hong Kong

The Group operates a Mandatory Provident Fund Scheme (“ MPF Scheme ”) under the Hong Kong Mandatory Provident Fund Schemes Ordinance for employees employed in Hong Kong. The MPF Scheme is a defined contribution retirement scheme administered by independent trustees. Under the MPF Scheme, the employer and its employees are each required to make contributions to the MPF Scheme at 5% (2014: 5%) of the employees’ relevant income, subject to a cap of monthly relevant income of HKD25,000 from 1 June 2012 to 31 May 2014 and HKD30,000 effective as on 1 June 2014. Contributions to the MPF Scheme vest immediately. Contributions made by the Group to the MPF Scheme for the Reporting Period amounted to RMB931,000 (2014: RMB4,766,000).

(4) Directors’ and supervisors’ interests and short positions in shares and underlying shares of the Company

As at 31 December 2015, none of the Directors, supervisors, chief executives or, to the best knowledge of the Directors, their associates had registered an interest or short position in the shares and underlying shares of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the “ SFO ”)) that was required to be recorded pursuant to Section 352 of the SFO, or otherwise required to be notified to the Company and The Stock Exchange of Hong Kong Limited pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “ Model Code ”) as set out in Appendix 10 to the Listing Rules.

(5) Purchase, sale or redemption of the Company’s listed securities

During the Reporting Period, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities, except that the Company redeemed the convertible bonds and a batch of corporate bonds. For details on the redemption, please refer to note 14 under the heading of “5. FINANCIAL ANALYSIS”.

— 66 —

(6) Compliance with the Corporate Governance Code

The Board is committed to the principles of corporate governance for a value-driven management that is focused on enhancing shareholders’ value. In order to enhance independence, accountability and responsibility, the posts of chairman of the Board and the chief executive officer are assumed by different individuals so as to maintain independence and balanced views.

In the opinion of the Directors, save as disclosed below, the Company has complied with the code provisions of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules throughout the year ended 31 December 2015, except for the deviation in respect of the attendance of the chairman of the Board and independent non-executive Directors at the general meetings of the Company as set out in Code Provision E.1.2 and A.6.7.

Under code provision E.1.2, the chairman of the Board should attend the annual general meeting and invite the chairmen of the Audit Committee, Remuneration and Appraisal Committee, Nomination Committee and any other committees (as appropriate) to attend. However, in the annual general meeting held on 18 June 2015 (“ 2015 AGM ”), Chairman Mr. Xu Lirong was unable to attend the 2015 AGM as he had other business commitments. Mr. Han Jun, executive Director and general manager of the Company, chaired the 2015 AGM on behalf of the chairman. Further, Mr. Ruan Yongping and Mr. Wang Wusheng, both being independent non-executive Directors and chairman of each of the Audit Committee and Nomination Committee at the time of the 2015 AGM were invited to attend the 2015 AGM to answer any question from the shareholders concerning the Company’s corporate governance. As provided for in code provision A.6.7, independent non-executive Directors and other non-executive Directors should attend general meetings and develop a balanced understanding of the views of shareholders. Mr. Zhang Jun, Mr. Ip Sing Chi and Mr. Wang Guoliang, the independent non-executive Directors, were unable to attend the 2015 AGM due to prior business commitments. In addition to the 2015 AGM, the independent non-executive Directors, Mr. Ruan Yongping and Mr. Ip Sing Chi, were unable to attend the extraordinary general meetings of the Company held on 28 December 2015 due to prior business commitments.

The Company will keep its corporate governance practices under continuous review to ensure their consistent application and will continue to improve our practices having regard to the latest developments including any new amendments to the Code.

— 67 —

The Company has established four professional committees under the Board, including the Audit Committee, Remuneration and Appraisal Committee, Strategy Committee and the Nomination Committee with defined terms of reference.

(7) Audit Committee

The Company has established an audit committee to review the financial reporting procedures and internal control and to provide guidance thereto. The audit committee of the Company comprises four independent non-executive Directors.

The audit committee of the Company has reviewed the annual results of the Company for the Reporting Period.

(8) Remuneration and Appraisal Committee

The remuneration and appraisal committee of the Company comprised of four independent non-executive Directors of the Company. The remuneration and appraisal committee of the Company has adopted terms of reference which are in line with the Corporate Governance Code contained in Appendix 14 of the Listing Rules.

(9) Compliance with the Model Code as set out in Appendix 10 to the Listing Rules

The Company has adopted a code of conduct regarding Directors’ securities transactions in accordance with the required standard set out in the Model Code.

Following specific enquiries made with the Directors, supervisors and chief executive of the Company, the Company confirms that each of them has complied with the Model Code during the Reporting Period.

(10) Employees

The adjustments of employee remuneration is calculated in accordance with the Company’s turnover and profitability and is determined by assessing the correlation between the total salary paid and the economic efficiency of the Company. Under this mechanism, management of employees’ remuneration will be more efficient while employees will be motivated to work hard to bring encouraging results for the Company. Save for the remuneration policy disclosed above, the Company does not maintain any share option scheme for its employees and the employees do not receive any bonus. The Company regularly

— 68 —

provides its administrative personnel with training on various subjects, including operation management, foreign languages, computer skills, industry know-how and policies and laws. Such training may be in different forms, such as seminars, site visits and study tours.

As at 31 December 2015, the Company had 6,269 employees (as at 31 December 2014: 8,805 employees). During the Reporting Period, the total staff cost was approximately RMB1,732 million (2014: approximately RMB1,844 million).

(11) Events after Reporting Period

The following are the significant events after Reporting Period:

  • (i) On 29 March 2016, the Board announced that the Company entered into an asset transfer agreement with China Ocean Shipping (Group) Company and China COSCO Bulk Shipping (Group) Co., Ltd which has superseded and replaced the framework agreement announced on 11 December 2015; and entered into a compensation agreement with China Ocean Shipping (Group) Company which has superseded and replaced the compensation agreement announced on 11 December 2015, pursuant to which the parties have agreed that the consideration of acquisition of Dalian Ocean Shipping Company Limited is RMB6,628,455,200, and the consideration of disposal of CS Bulk is RMB5,392,221,600.

  • (ii) Pursuant to the resolution passed at the meeting of the Board on 29 March 2016, the Board passed the “Resolution on Changes in Accounting Estimates” to change the estimation of the residual value of the vessels. The net residual value of vessels is changed from USD420/LDT to USD280/LDT, which were adopted with effect from 1 January 2016.

(12) Update of the Articles of Association

In light of the completion of the early redemption of the RMB3.95 billion A share convertible bonds by the Company on 13 February 2015, as well as the conversion of the convertible bonds prior to such date, the total number of shares of the Company changed to 4,032,032,861 (registered capital being RMB4,032,032,861). Further details of such capital changes are set out in the Company’s announcements dated 8 January 2015, 9 January 2015, 10 February 2015 and 22 June 2015. The Company has updated its articles of association to reflect the above capital changes.

— 69 —

(13) Publication of annual results on the website of The Stock Exchange of Hong Kong Limited

An annual report of the Company containing all the financial and relevant information as required under the Listing Rules will be posted on the website of the Hong Kong Stock Exchange in due course.

The financial information set out above does not constitute the Company’s statutory financial statements for the years ended 31 December 2015 and 2014, but is derived from the consolidated financial statements prepared in accordance with accounting principles generally accepted in Hong Kong and complies with accounting standards issued by the HKICPA. Those consolidated financial statements for the Reporting Period, which will contain an unqualified auditors’ report, will be delivered to the Companies Registry, and delivered to shareholders as well as made available on the Company’s website at http://www.cnshippingdev.com.

By order of the Board China Shipping Development Company Limited Xu Lirong Chairman

29 March 2016 Shanghai, the PRC

As at the date of this announcement, the board of directors of the Company comprises Mr. Xu Lirong, Mr. Huang Xiaowen, Mr. Ding Nong, Mr. Yu Zenggang, Mr. Yang Jigui, Mr. Han Jun and Mr. Qiu Guoxuan as executive Directors, Mr. Wang Wusheng, Mr. Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng and Mr. Teo Siong Seng as independent non-executive Directors.

— 70 —