AI assistant
Dida Inc. — Annual Report 2015
Mar 29, 2016
50671_rns_2016-03-29_32f4306d-5f92-4385-b88c-3b63902c9102.pdf
Annual Report
Open in viewerOpens 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 —