(H Share Stock Code: 1053) (A Share Stock Code: 601005)
2020
INTERIM REPORT
Contents
Section I | Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 2 |
Section II | Company Profile and Major Financial Indicator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
Section III | Company Business Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
Section IV | Management Discussion and Analysis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 11 |
Section V | Significant Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 23 |
Section VI | Movement of Ordinary Shares and the Particulars of Shareholders . . . . . . . . . . . . . . . . . | 57 |
Section VII | Related Information on Preference Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 61 |
Section VIII | Directors, Supervisors and Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 62 |
Section IX | Relevant Information on Corporate Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 66 |
Section X | Financial Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 67 |
Section XI | Documents Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 212 |
IMPORTANT NOTICE
- The Board, the Supervisory Committee and directors, supervisors and senior management of the Company warrant that there are no false representations, misleading statements contained in or material omissions from this interim report and individually and collectively accept full responsibility for the truthfulness, accuracy and completeness of the contents hereof.
- All directors of the Company attended Board meetings.
- This interim report has not been audited.
IV. Mr. Zhang Jingang, head of the Company, and Mr. Zou An, the Chief Financial Officer and Ms. Lei Xiaodan, the Chief Accountant, have declared that they guarantee the truthfulness, accuracy and completeness of the financial statements in the interim report.
-
The profit distribution proposal or proposal to transfer capital reserve to share capital for the Reporting Period as considered by the Board
Nil
VI. | Risk warning in respect of forward-looking statements | ||||
✓ | Applicable | Not applicable | |||
The forward-looking statements in this interim report, such as the future plans, are subject to | |||||
uncertainties and do not constitute the Company's substantive undertakings to investors. Investors | |||||
should pay attention to investment risks. | |||||
VII. | Is there any non-operational fund occupancy by the controlling shareholder or its related party? | ||||
No | |||||
VIII. | Is there any provision of external guarantee by the Company in violation of the stipulated decision | ||||
making procedure? | |||||
No | |||||
IX. | Major Risk Warning | ||||
Nil |
- Others
Applicable | ✓ | Not applicable |
Chongqing Iron & Steel Company Limited | 1 |
Section I Definitions
Unless the context otherwise requires, the following expressions have the following meanings in this report:
DEFINITIONS OF COMMON TERMS
CSRC | China Securities Regulatory Commission |
SSE | Shanghai Stock Exchange |
HKEx | The Stock Exchange of Hong Kong Limited |
Baowu Group | China Baowu Steel Group Corporation Limited |
Siyuanhe Investment | Siyuanhe Equity Investment Management Co., Ltd. |
Siyuanhe Industrial Development Fund | Siyuanhe (Chongqing) Steel Industry Development Equity Investment |
Fund Partnership (Limited Partnership) | |
Changshou Iron & Steel, | Chongqing Changshou Iron & Steel Company Limited |
controlling shareholder | |
Company, Group, Chongqing | Chongqing Iron & Steel Company Limited |
Iron & Steel | |
General Meeting | the general meeting of Chongqing Iron & Steel Company Limited |
Board | the board of directors of Chongqing Iron & Steel Company Limited |
Supervisory Committee | the supervisory committee of Chongqing Iron & Steel Company |
Limited | |
Companies Law | the Companies Law of the People's Republic of China |
Securities Law | the Securities Law of the People's Republic of China |
Articles of Association | Articles of Association of Chongqing Iron & Steel Company Limited |
Reporting Period | From 1 January 2020 to 30 June 2020 |
RMB, RMB'000, RMB0'000, | RMB yuan, RMB thousand yuan, RMB ten thousand yuan, RMB |
RMB000'000'000 | hundred million yuan |
2 | 2020 Interim Report |
Section II Company Profile and Major Financial Indicator
- COMPANY INFORMATION
Chinese name | 重慶鋼鐵股份有限公司 |
Abbreviation of Chinese name | 重慶鋼鐵 |
English name | Chongqing Iron & Steel Company Limited |
Abbreviation of English name | CISC |
Legal representative | Liu Jianrong |
- CONTACT INFORMATION
Secretary to the Board | Securities Representative | |
Name | Meng Xiangyun | Peng Guoju |
Correspondence | No.2 Jiangnan Avenue, | No.2 Jiangnan Avenue, |
address | Jiangnan Street, | Jiangnan Street, |
Changshou District, | Changshou District, | |
Chongqing, the PRC | Chongqing, the PRC | |
Telephone | 86-23-6898 3482 | 86-23-6898 3482 |
Fax | 86-23-6887 3189 | 86-23-6887 3189 |
IR@email.cqgt.cn | IR@email.cqgt.cn |
III. CHANGES IN BASIC INFORMATION
Registered address | No.2 Jiangnan Avenue, Jiangnan Street, Changshou District, |
Chongqing, the PRC | |
Postal code of registered address | 401258 |
Office address | No.2 Jiangnan Avenue, Jiangnan Street, Changshou District, |
Chongqing, the PRC | |
Postal code of office address | 401258 |
Website | http://www.cqgt.cn |
IR@email.cqgt.cn | |
Query index for the change | Announcement on Completion of the Change of Industrial and |
during the Reporting Period | Commercial Registration and Renewal of Business License |
(Announcement No.: 2020-036)published on the website of | |
Shanghai Stock Exchange (http://www.sse.com.cn) |
Chongqing Iron & Steel Company Limited | 3 |
Section II Company Profile and Major Financial Indicator (Continued)
IV. CHANGE IN DISCLOSURE OF INFORMATION AND PLACE FOR INSPECTION
Name of newspapers designated by the Company for information disclosure
Website designated by CSRC for posting the interim report
Place for inspection of the interim report
Query index for the change during the Reporting Period
China Securities Journal, Shanghai Securities News, Securities Times and Securities Daily
http://www.sse.com.cn https://sc.hkex.com.hk (HKEx) Secretariat of the Board of the Company
There was no change during the Reporting Period.
- BASIC INFORMATION ABOUT THE SHARES OF THE COMPANY
Stock name | ||||
Class of shares | Place of listing | Abbreviated name | Stock code | before change |
A shares | Shanghai Stock Exchange | Chongqing Iron & Steel | 601005 | N/A |
H shares | The Stock Exchange of Hong Kong Limited | Chongqing Iron | 01053 | N/A |
VI. OTHER RELATED INFORMATION
Applicable ✓ Not applicable
4 | 2020 Interim Report |
Section II Company Profile and Major Financial Indicator (Continued)
VII. KEY ACCOUNTING DATA AND FINANCIAL INDICATORS OF THE COMPANY
(I) | Key Accounting Data | |||
Unit: RMB'000 Currency: RMB | ||||
Change from the same | ||||
This Reporting Period | period of last year to | |||
Key accounting data | (January to June) | Same period last year | this Reporting Period | |
(%) | ||||
Revenue | 10,927,367 | 11,483,560 | -4.84 | |
Net profit attributable to shareholders of | ||||
the Company | 121,355 | 615,728 | -80.29 | |
Net profit attributable to shareholders of | ||||
the Company after deducting | ||||
non-recurring profit or loss | 107,793 | 589,097 | -81.70 | |
Net cash flow from operating activities | 82,586 | 88,417 | -6.59 | |
Change from the end | ||||
At the end of | of last year to the end | |||
the Reporting Period | At the end of last year | of the Reporting Period | ||
(%) | ||||
Net assets attributable to shareholders of | ||||
the Company | 19,520,184 | 19,396,003 | 0.64 | |
Total assets | 28,611,251 | 26,975,726 | 6.06 |
Chongqing Iron & Steel Company Limited | 5 |
Section II Company Profile and Major Financial Indicator (Continued)
VII. KEY ACCOUNTING DATA AND FINANCIAL INDICATORS OF THE COMPANY (CONTINUED)
(II) | Key Financial Indicators | |||
Change from the | ||||
This Reporting | same period of | |||
Period | last year to this | |||
Key financial indicators | (January to June) | Same period last year | Reporting Period | |
(%) | ||||
Basic earnings per share (RMB per share) | 0.01 | 0.07 | -85.71 | |
Diluted earnings per share (RMB per share) | 0.01 | 0.07 | -85.71 | |
Basic earnings per share after non-recurring | ||||
profit or loss (RMB per share) | 0.01 | 0.07 | -85.71 | |
Decreased by 2.65 | ||||
Weighted average return on net assets (%) | 0.62 | 3.27 | percentage points | |
Weighted average return on net assets after | Decreased by 2.58 | |||
deducting non-recurring profit or loss (%) | 0.55 | 3.13 | percentage points |
Explanation on the major financial data and financial indicators
Applicable ✓ Not applicable
VIII. DIFFERENCE IN ACCOUNTING DATA BETWEEN THE PRC ACCOUNTING STANDARDS AND OVERSEAS ACCOUNTING STANDARDS
Applicable ✓ Not applicable
6 | 2020 Interim Report |
Section II Company Profile and Major Financial Indicator (Continued)
IX. NON-RECURRING PROFIT OR LOSS ITEMS AND AMOUNTS
✓ | Applicable | Not applicable | ||||
Unit: RMB'000 | Currency: RMB | |||||
Non-recurring profit or loss | Amount | |||||
Gains/(losses) from disposal of non-current assets | -197 | |||||
Government grants charged in the profit or loss for the current period (except for | ||||||
those closely related to the ordinary operation and gained constantly at a fixed | ||||||
amount or quantity according to certain standard based on state policies) | 6,515 | |||||
Capital occupied income from non-financial entities recognized through profit | ||||||
or loss | 319 | |||||
Gains or losses on changes in fair value of financial assets held for trading, | ||||||
derivative financial assets, financial liabilities held for trading, and derivative | ||||||
financial liabilities and investment income from disposal of financial assets | ||||||
held for trading, derivative financial assets, financial liabilities held for trading, | ||||||
derivative financial liabilities and other equity investments, excluding those | ||||||
arising from effective hedging business related to operating activities | 6,791 | |||||
Non-operating income and expenses other than the above items | 134 | |||||
Total | 13,562 | |||||
X. | OTHERS | |||||
Applicable | ||||||
✓ | Not applicable | |||||
Chongqing Iron & Steel Company Limited | 7 |
Section III Company Business Summary
- MAIN BUSINESS, OPERATIONAL MODE OF THE COMPANY AND EXPLANATION ON INDUSTRY SITUATION DURING THE REPORTING PERIOD
- Particulars on Main Business and Operational Mode of the Company
The Company is mainly engaged in the production, processing and sale of steel plates, steel sections, wire rods, bar materials, billets and thin plates; as well as production and sale of coal chemical products and grain slag, etc. The Company has a production capacity of 8.40 million tonnes of steel per year, with the following production lines: 4,100mm wide and thick plate, 2,700mm medium plate, 1,780mm hot rolled sheet, high speed wire rods, bar materials and steel sections.
The Company's products are applied in various industries, such as machinery, architecture, engineering, automobile, motorbike, shipbuilding, offshore oil, gas cylinder, boiler as well as oil and gas pipelines. The Company's steel products used in hull structure, boilers and pressure vessels were rewarded the title of "Chinese brand products" and four other products were rewarded the title of "Chongqing's brand products". The Company successively obtained the following titles of honor: National Labor Day Certificate, National Implementation of Performance Excellence Model Advanced Enterprises, Chongqing Famous Trademark, Chongqing Quality Benefit Enterprise and Chongqing Contract-abiding and Trustworthy Enterprises.
The Company follows the production and operation policy of "expanding scale, adjusting structure and reducing costs" and the working keynotes of "conducting comprehensive benchmarking to identify areas for improvement, increasing efforts in cost reduction and efficiency enhancement, refining management and minimizing resource consumption", and strives to build itself into a 10 million-tonne-level iron and steel enterprise, shape "Chongqing Iron & Steel to be beautiful and picturesque "and become a leader in the steel industry in Southwest China.
8 | 2020 Interim Report |
Section III Company Business Summary (Continued)
- MAIN BUSINESS, OPERATIONAL MODE OF THE COMPANY AND EXPLANATION ON INDUSTRY SITUATION DURING THE REPORTING PERIOD (CONTINUED)
- Explanation on industrial situation
In the first half of 2020, the iron and steel industry has gradually shrugged off the impact of the pandemic, resumed work and production in an orderly manner, and maintained a stable operation of production.
First, the operation of production maintained at a high level. In June, the production of pig iron, crude steel and steel products in China reached 77.64 million tonnes, 91.58 million tonnes and
115.85 million tonnes, respectively, representing year-on-year increases of 4.1%, 4.5% and 7.5%, respectively; from January to June, the production of pig iron, crude steel and steel products in China reached 433 million tonnes, 499 million tonnes and 606 million tonnes, respectively, representing year-on-year increases of 2.2%, 1.4% and 2.7%, respectively.
Second, steel prices hovered at a low level. According to the monitoring of China Iron and Steel Industry Association, in June, the average steel price index of China was 103.1 points, representing a year-on-year decrease of 5.4%; from January to June, the average steel price index of China was 101.0 points, representing a year-on-year decrease of 7.7%, of which, an average decline of 8.2% for long products and 7.5% for plates.
Third, the pressure on steel exports increased. According to data from the General Administration of Customs, in June, the country exported 3.701 million tonnes of steel, representing a year-on-year decrease of 30.2%; from January to June, the cumulative export volume of steel was 28.704 million tonnes, representing a year-on-year decrease of 16.5%.
Fourth, the import volume and price of ore both increased. According to data from the General Administration of Customs, in June, the import volume of iron ore was 101.68 million tonnes, representing an increase of 16.8% month-on-month and 35.3% year-on-year; the average import price was US$100.8/tonne, representing a month-on-month increase of 10.0%. From January to June, the cumulative import volume of iron ore was 546.91 million tonnes, representing a year-on-year increase of 9.6%; the average import price was US$90.2/tonne, representing an increase of 0.9% year-on-year and 1.8% from the first quarter.
Chongqing Iron & Steel Company Limited | 9 |
Section III Company Business Summary (Continued)
- EXPLANATION ON SUBSTANTIAL CHANGES OF MAJOR ASSETS OF THE COMPANY DURING THE REPORTING PERIOD
Applicable ✓ Not applicable
- ANALYSIS OF CORE COMPETITIVENESS DURING THE REPORTING PERIOD
✓ | Applicable | Not applicable | |
- Advantage regarding the system and mechanism.
As a mixed ownership enterprise, the Company gave full play to the advantage in relation to the system and mechanism, established a streamlined and efficient production and operation system and a market-oriented incentive mechanism for the Company, which resulted in a high level of consistency in respect of interests among staff, management and shareholders, truly allowed the staff to share profits, risks and responsibilities with the Company, and injected vitality and momentum to the future sustainable development of the Company.
- Advantage regarding product market and logistics
Chongqing and the southwestern regions have a net inflow of steel. The Company is the only iron and steel conglomerate meeting national production policies. With its proximity to the Yangtze River, the Company enjoys favourable logistic conditions of the port for self-owned raw material and finished products transportation with its products mainly sold in Chongqing and southwestern regions. It boasts logistics advantages of waterway transportation and enjoys bright development prospects.
(III) Advantage regarding product production line
With rich production lines, the Company is able to provide a diversified portfolio of products. The product structure includes medium plates, hot coil and long products, which meets the development demands in northwestern regional markets and the products are highly recognized in southwestern regional markets.
10 | 2020 Interim Report |
Section IV Management Discussion and Analysis
- MANAGEMENT DISCUSSION AND ANALYSIS
In first half of 2020, under the influence of the rapid release of production capacity in the iron and steel industry and the COVID-19 pandemic, the Company followed the production and operation policy of "expanding scale, adjusting structure and reducing costs", and stuck to the working keynotes of "conducting comprehensive benchmarking to identify areas for improvement, increasing efforts in cost reduction and efficiency enhancement, refining management and minimizing resource consumption". With a focus on "scale + cost" and "efficiency + benefit", the Company carried out various tasks such as comprehensive benchmarking to identify areas for improvement. Accordingly, the Company maintained stable production and operation, and promoted the technical renovation plan in an efficient way, thus cementing a solid foundation for the further development of the Company.
In the first half of 2020, in response to the rising temperature of the blast furnace wall, the Company suspended the operation of No.1 blast furnace for a quick revamping, and enabled the blast furnace to achieve the expected production and efficiency in a short period, with its utilization factor reaching the advanced level of the industry. Meanwhile, the Company strengthened the daily maintenance of the other two blast furnaces, achieving a cumulative iron output of 2.86 million tonnes. In addition, the Company adopted appropriate refined material policies and optimized coal and ore blending plans. As a result, the fuel ratio reached 515kg/t iron, representing a year-on-year decrease of 13kg/t iron. As for steel making, the Company adopted measures such as saving iron to increase steel and using more scrap steel to increase production. The ratio of iron to steel reached the best level of 822kg/t steel in June and the cumulative steel output amounted to 3.28 million tonnes, representing a year-on- year increase of 2.96%. Meanwhile, the consumption of steel and iron materials was 1,063kg/t steel, representing a year-on-year decrease of 13kg/t steel. As for rolled steel, the Company optimized the structure to increase production according to the market demand and production line performance. The Company produced 3.14 million tonnes of steel products, representing a year-on-year increase of 4.25%, and sold 3.14 million tonnes of steel products, achieving a balance between production and sales.
In the first half of 2020, the Company's profit was reduced by RMB612 million due to lower steel price and higher raw material price. However, the Company vigorously conducted comprehensive benchmarking to identify areas for improvement and adopted proactive measures for cost reduction and efficiency enhancement, resulting in significant improvement of the main technical and economic indicators and a year-on-year decrease of RMB146 million in process costs. After defusing the adverse factors impacting the profit in the external market, the Company achieved a profit of RMB121 million.
In the future, the Company will strive to build itself into a 10 million tonne-level iron and steel enterprise, shape "Chongqing Iron & Steel to be beautiful and picturesque", and take "becoming a leader in the steel industry in Southwest China" as its vision and goal. Meanwhile, it will make every effort to promote its production and operation, project construction and various reform and development initiatives, and continuously enhance the competitiveness of the Company. In 2020, the Company plans to produce
6.12 million tonnes of pig iron, 6.80 million tonnes of steel and 6.38 million tonnes of steel products, and realize sales volume of 6.38 million tonnes of steel products and sales revenue of RMB22.0 billion (tax exclusive).
Chongqing Iron & Steel Company Limited | 11 |
Section IV Management Discussion and Analysis (Continued)
II. MAJOR OPERATIONS DURING THE REPORTING PERIOD
(I) Principal business analysis
1 Analysis of changes in certain items from financial statements
Unit: RMB'000 | Currency: RMB | ||
For the | |||
For the | corresponding | ||
Reporting | period | ||
Subject | Period | last year | Change |
(%) | |||
Operating income | 10,927,367 | 11,483,560 | -4.84 |
Operating cost | 10,342,993 | 10,342,032 | 0.01 |
Selling expenses | 53,355 | 45,161 | 18.14 |
Administrative expenses | 244,093 | 330,030 | -26.04 |
Financial expenses | 90,148 | 75,985 | 18.64 |
R&D expenses | - | - | - |
Net cash flow from operating | |||
activities | 82,586 | 88,417 | -6.59 |
Net cash flow from investing | |||
activities | 251,153 | -214,233 | N/A |
Net cash flow from financing | |||
activities | 1,039,510 | 370,217 | 180.78 |
Reasons for changes in selling expenses: The increase in selling expenses was mainly due to the fact that higher steel inventory as a result of the pandemic led to an increase in freight transportation and freight charge.
Reasons for changes in administrative expenses: The decrease in administrative expenses was mainly due to the decrease in provision for the incentive fund and the apportionment according to the nature of the expenses.
Reasons for change in financial expenses: The increase in financial expenses was mainly due to the increase in interest expenses as a result of increased financing.
Reasons for changes in net cash flow from investing activities: The increase in net cash flow from investing activities was mainly due to the decrease in investment in wealth management products.
Reasons for changes in net cash flow from financing activities: The increase in net cash flow from financing activities was mainly due to the increase in financing.
12 | 2020 Interim Report |
Section IV Management Discussion and Analysis (Continued)
- M A J O R O P E R A T I O N S D U R I N G T H E R E P O R T I N G P E R I O D (CONTINUED)
(I) Principal business analysis (Continued)
2 Others
- Detailed description of the major changes in the Company's profit structure or profit sources
✓ | Applicable | Not applicable | |
In the first half of 2020, the Group realized a total profit of RMB121 million, representing a year-on-year decrease of 80.33%, which was mainly due to the following reasons: the overall selling price of steel products amounted to RMB3,348/tonne, representing a year-on-year decrease of 4.62% and resulting in a decrease of RMB485 million in profit; the rising prices of raw materials, such as ore, coal, alloy, scrap steel, etc., resulted in a decrease of RMB127 million in profit; the Company vigorously conducted comprehensive benchmarking to identify areas for improvement and adopted proactive measures for cost reduction and efficiency enhancement, resulting in significant improvement of the main technical and economic indicators and remarked decrease in consumption of various resources, and thus achieving a year-on-year decrease of RMB146 million in process costs.
In the first half of 2020, the Group's revenue from principal operations amounted to RMB10,876 million, representing a year-on-year decrease of 4.94%. Among this, the average sales price of steel products was RMB3,348/tonne, representing a year-on-year decrease of 4.62%, leading to a decrease of RMB485 million in sales income.
Chongqing Iron & Steel Company Limited | 13 |
Section IV Management Discussion and Analysis (Continued)
- M A J O R O P E R A T I O N S D U R I N G T H E R E P O R T I N G P E R I O D (CONTINUED)
(I) Principal business analysis (Continued)
2 Others (Continued)
-
Detailed description of the major changes in the Company's profit structure or profit sources (Continued)
Composition of revenue from principal operations:
Type | First half of 2020 | First half of 2019 | Year-on-year | ||
Amount Percentage | Amount | Percentage | growth | ||
(RMB'000) | (%) | (RMB'000) | (%) | (%) | |
Plates | 3,456,117 | 31.78 | 3,542,337 | 30.96 | -2.43 |
Hot rolling | 5,313,138 | 48.85 | 5,158,288 | 45.08 | 3.00 |
Bars | 958,786 | 8.82 | 1,142,570 | 9.99 | -16.09 |
Wire rods | 773,514 | 7.11 | 1,151,350 | 10.06 | -32.82 |
Sub-total of steel | |||||
products | 10,501,555 | 96.56 | 10,994,545 | 96.09 | -4.48 |
Other | 374,200 | 3.44 | 446,743 | 3.91 | -16.24 |
Total | 10,875,755 | 100.00 | 11,441,288 | 100.00 | -4.94 |
Sales prices of steel products: | |||||
Sales price | Sales price | ||||
in the first | in the first Year-on-year | Income | |||
Item | half of 2020 | half of 2019 | Growth | increase | |
(RMB/tonne) | (RMB/tonne) | (%) | (RMB'000) | ||
Plates | 3,508 | 3,622 | -3.15 | -113,023 | |
Hot rolling | 3,252 | 3,389 | -4.04 | -223,701 | |
Bars | 3,337 | 3,659 | -8.80 | -92,675 | |
Wire rods | 3,356 | 3,599 | -6.75 | -56,085 | |
Total | 3,348 | 3,510 | -4.62 | -485,484 | |
14 | 2020 Interim Report |
Section IV Management Discussion and Analysis (Continued)
- M A J O R O P E R A T I O N S D U R I N G T H E R E P O R T I N G P E R I O D (CONTINUED)
(I) Principal business analysis (Continued)
2 Others (Continued)
-
Detailed description of the major changes in the Company's profit structure or profit sources (Continued)
Sales volumes of steel products:
Sales | Sales | |||
volume | volume | |||
for the first | for the first | Year-on-year | Income | |
Item | half of 2020 | half of 2019 | Growth | increase |
(Ten | (Ten | |||
thousand | thousand | |||
tonnes) | tonnes) | (%) | (RMB'000) | |
Plates | 98.53 | 97.79 | 0.76 | 26,803 |
Hot rolling | 163.39 | 152.22 | 7.34 | 378,551 |
Bars | 28.73 | 31.22 | -7.98 | -91,109 |
Wire rods | 23.05 | 31.99 | -27.95 | -321,751 |
Total | 313.70 | 313.22 | 0.15 | -7,506 |
Chongqing Iron & Steel Company Limited | 15 |
Section IV Management Discussion and Analysis (Continued)
- M A J O R O P E R A T I O N S D U R I N G T H E R E P O R T I N G P E R I O D (CONTINUED)
(I) Principal business analysis (Continued)
2 | Others (Continued) | |||||||||||
(2) | Others | |||||||||||
Not applicable | ||||||||||||
✓ | Applicable | |||||||||||
Principal operations by sectors, products and regions | ||||||||||||
Unit: RMB'000 | ||||||||||||
Main operations by sectors | ||||||||||||
Year- | Year- | |||||||||||
Year- | on-year | on-year | ||||||||||
on-year increase/ increase/ | ||||||||||||
increase/ | decrease | decrease | ||||||||||
Cost of | Gross | decrease | in cost | in gross | ||||||||
By sectors | Revenue | sales | Margin | in revenue | of sales | margin | ||||||
(%) | (%) | (%) | (%) | |||||||||
Iron and steel | 10,875,755 | 10,316,945 | 5.14 | -4.94 | 0.09 | -4.77 | ||||||
Main operations by products | ||||||||||||
Year- | Year- | |||||||||||
Year- | on-year | on-year | ||||||||||
on-year increase/ increase/ | ||||||||||||
increase/ | decrease | decrease | ||||||||||
Cost of | Gross | decrease | in cost | in gross | ||||||||
By products | Revenue | sales | Margin | in revenue | of sales | margin | ||||||
(%) | (%) | (%) | (%) | |||||||||
Steel products | 10,501,555 | 9,934,475 | 5.40 | -4.48 | 0.70 | -4.87 | ||||||
Other | 374,200 | 382,470 | -2.21 | -16.24 | -13.47 | -3.27 | ||||||
16 | 2020 Interim Report |
Section IV Management Discussion and Analysis (Continued)
- M A J O R O P E R A T I O N S D U R I N G T H E R E P O R T I N G P E R I O D (CONTINUED)
(I) Principal business analysis (Continued)
2 Others (Continued)
- Others (Continued)
Main operations by regions | ||||||
Year- | Year- | |||||
Year- | on-year | on-year | ||||
on-year | increase/ | increase/ | ||||
increase/ | decrease | decrease | ||||
Gross | decrease | in cost of | in gross | |||
By regions | Revenue | Cost of sales | Margin | in revenue | sales | margin |
(%) | (%) | (%) | (%) | |||
Southwest | 10,281,370 | 9,767,107 | 5.00 | -5.44 | -0.39 | -4.82 |
Other regions | 594,385 | 549,838 | 7.49 | 4.60 | 9.63 | -4.25 |
Total | 10,875,755 | 10,316,945 | 5.14 | -4.94 | 0.09 | -4.77 |
- Explanation on material change in profit due to non-principal business
Applicable ✓ Not applicable
Chongqing Iron & Steel Company Limited | 17 |
Section IV Management Discussion and Analysis (Continued)
- M A J O R O P E R A T I O N S D U R I N G T H E R E P O R T I N G P E R I O D (CONTINUED)
(III) Analysis of assets and liabilities
✓ | Applicable | Not applicable | |
1. Assets and liabilities
Unit: RMB'000 | ||||||
Percentage | Percentage | |||||
of the | of the amount | |||||
amount at | Amount at | at the end of | ||||
Amount at | the end of | the end of | the previous | |||
the end of | the period in | the previous | period in total | Year-on-year | ||
Item | the period | total assets | period | assets | change | Explanation |
(%) | (%) | (%) | ||||
Cash and bank | 3,208,632 | 11.21 | 1,783,747 | 6.61 | 79.88 | Increase in financing |
balances | ||||||
Financial assets | - | - | 400,000 | 1.48 | -100.00 | Redemption of wealth management |
held for trading | products | |||||
Trade receivables | 11,747 | 0.04 | 5,610 | 0.02 | 109.39 | Discrepancy in time for settlement of |
energy receivables outstanding | ||||||
Receivables financing | 2,528,817 | 8.84 | 861,373 | 3.19 | 193.58 | Decrease in endorsement amount of |
notes receivable and discount | ||||||
Other receivables | 7,203 | 0.03 | 78,132 | 0.29 | -90.78 | Receipt of special fund for industrial |
development for 2019 | ||||||
Other current assets | 5,055 | 0.02 | 43,410 | 0.16 | -88.36 | Decrease in taxes to be verified |
Other equity | 15,000 | 0.05 | 5,000 | 0.02 | 200.00 | Acquisition of 10% equity interest in |
investments | Luyang Chemical | |||||
Construction | 637,162 | 2.23 | 171,858 | 0.64 | 270.75 | Increase in investments in fixed |
in progress | assets projects | |||||
Short-term borrowings | 695,273 | 2.43 | 384,528 | 1.43 | 80.81 | New borrowings amounting to |
RMB0.5 billion from Baosteel | ||||||
Finance Co., Ltd | ||||||
Employee benefits | 125,703 | 0.44 | 257,143 | 0.95 | -51.12 | Transfer to employee incentive funds |
payable | for 2019 | |||||
Taxes payable | 146,648 | 0.51 | 70,867 | 0.26 | 106.93 | Value added tax payable for June |
Other payables | 555,798 | 1.94 | 421,768 | 1.56 | 31.78 | Increase in construction payables |
Non-current liabilities | 456,526 | 1.60 | 841,576 | 3.12 | -45.75 | Repayment of borrowings amounting |
due within one year | to RMB0.5 billion from Changshou | |||||
Iron & Steel | ||||||
Bonds payable | 993,347 | 3.47 | - | - | N/A | Issuance of 2020 First Tranche of |
Medium-term Notes | ||||||
Long-term payables | 333,333 | 1.17 | - | - | N/A | New finance lease |
18 | 2020 Interim Report |
Section IV Management Discussion and Analysis (Continued)
- M A J O R O P E R A T I O N S D U R I N G T H E R E P O R T I N G P E R I O D (CONTINUED)
- Analysis of assets and liabilities (Continued)
2. Major restricted assets at the end of the Reporting Period
✓ | Applicable | Not applicable | |||||
Unit: RMB'000 | |||||||
30 June | 31 December | ||||||
Item | 2020 | 2019 | Notes | ||||
Cash and bank balances | 240,060 | 188,424 | Note 1 | ||||
Notes receivables | - | 190,000 | Note 2 | ||||
Property, plant and equipment - | |||||||
houses and buildings | 1,903,716 | 1,928,087 | Note 3 | ||||
Property, plant and equipment - | |||||||
machinery and equipment | 562,447 | - | Note 4 | ||||
Intangible assets | 2,361,008 | 2,392,114 | Note 5 | ||||
Total | 5,067,231 | 4,698,625 | |||||
Note 1: As at 30 June 2020, the Group's ownership of cash and bank balances with carrying value of RMB240,060,000 (31 December 2019: RMB188,424,000) was restricted for issuing bank acceptances and letters of credit.
Note 2: As at 30 June 2020, the Group's notes receivables with carrying value of RMB0 (31 December 2019: RMB190,000,000) were pledged for issuing bank acceptances.
Note 3: As at 30 June 2020, the Group's houses and buildings with a net carrying amount of RMB1,903,716,000 (31 December 2019: RMB1,928,087,000) were pledged to banks to secure the bank loans and working capital loan facilities granted to the Group.
Note 4: As at 30 June 2020, the Group's machinery and equipment with carrying amount of RMB562,447,000 (31 December 2019: Nil) were used for acquisition of assets under finance lease.
Note 5: As at 30 June 2020, the Group's land use right with a carrying amount of RMB2,361,008,000 (31 December 2019: RMB2,392,114,000) was pledged to banks to secure the bank loans and working capital loan facilities granted to the Group. The amortisation of above land use right for the current period was RMB31,106,000.
3. Others
Applicable ✓ Not applicable
Chongqing Iron & Steel Company Limited | 19 |
Section IV Management Discussion and Analysis (Continued)
-
M A J O R O P E R A T I O N S D U R I N G T H E R E P O R T I N G P E R I O D (CONTINUED)
(IV) Investment Analysis
1. General analysis of external equity investment
✓ | Applicable | Not applicable | |
In the first half of 2020, the Company completed equity investment projects of RMB10,000,000, representing an increase of RMB10,000,000 as compared to the same period last year. In the eighteenth meeting of the eighth session of the Board, the acquisition of 10% equity interests in Luyang Chemical out of the Company's self owned funds at a consideration of RMB 11,237,000 was duly approved by a passing a resolution in relation to the acquisition of 10% equity interests in Luyang Chemical. On 30 April 2020, the Company paid the first installment of the equity interest transfer payments amounting to RMB10,000,000 (excluding transaction service charges). On 20 May 2020, Luyang Chemical completed its ownership change registration procedures for the equity interest transferred. According to the articles of association of Luyang Chemical, the Company is entitled to the voting rights corresponding to its equity interest in Luyang Chemical.
- Significant Equity Investment
Applicable ✓ Not applicable
- Significant Non-Equity Investment
Applicable ✓ Not applicable
- Financial Assets Measured at Fair Value
✓ | Applicable | Not applicable | ||||
Unit: RMB'000 | ||||||
Changes | Effects on | |||||
in the | the profit for | |||||
Opening | Closing | reporting | the reporting | |||
Item | balance | balance | period | period | ||
Financial assets held for | 400,000 | - | -400,000 | 6,791 | ||
trading | ||||||
Receivables financing | 861,373 | 2,528,817 | 1,667,444 | - | ||
Other equity investments | 5,000 | 15,000 | 10,000 | - | ||
Total | 1,266,373 | 2,543,817 | 1,277,444 | 6,791 | ||
20 | 2020 Interim Report |
Section IV Management Discussion and Analysis (Continued)
- M A J O R O P E R A T I O N S D U R I N G T H E R E P O R T I N G P E R I O D (CONTINUED)
(V) Major Assets and Equity Disposal
Applicable ✓ Not applicable
(VI) Analysis of principal controlled and investee companies
✓ | Applicable | Not applicable | ||||||
Shareholdings | ||||||||
Name of the subsidiary/ | Principal place | Place of | Business | Acquisition | ||||
investee companies | of business | registration | nature | Direct | Indirect | method | ||
Chongqing CIS Building Materials | Changshou Economic | Changshou | Trading | 100% | - | Establishment | ||
Sales Co., Ltd. | Development Zone, | Economic | by capital | |||||
(重慶市重鋼建材銷售有限責任公司) | Chongqing | Development | contribution | |||||
Zone, | ||||||||
Chongqing | ||||||||
Chongqing Jian Wei Intelligent | Changshou Area, | Changshou | Software and | 50% | - | Establishment | ||
Technology Co.,Ltd* | Chongqing | Area, | information | by capital | ||||
(重慶鑒微智能科技有限公司) | Chongqing | technology | contribution | |||||
services | ||||||||
Chongqing Xingang Changlong | Changshou Economic | Changshou | Transportation, | 28% | - | Equity | ||
Logistics Co., Ltd. | Development Zone, | Economic | storage | acquisition | ||||
(重慶新港長龍物流有限責任公司) | Chongqing | Development | ||||||
Zone, | ||||||||
Chongqing |
(VII) Structured entities under the control of the Company
Applicable ✓ Not applicable
Chongqing Iron & Steel Company Limited | 21 |
Section IV Management Discussion and Analysis (Continued)
- OTHER DISCLOSURE
- Warning and description of a forecast of recording a loss-making aggregate net profit from the beginning of the year to the end of next reporting period or recording a substantial year-on-year change
Applicable ✓ Not applicable
- Potential Risks
Applicable ✓ Not applicable
(III) Other disclosure
Applicable ✓ Not applicable
22 | 2020 Interim Report |
Section V Significant Events
- INTRODUCTION OF GENERAL MEETINGS
Date of | |||
Website designated for | publication of | ||
Meeting | Date | publication of resolutions | resolutions |
2019 Annual | 16 June 2020 | Announcement of Resolutions Passed | 17 June 2020 |
General Meeting | at the 2019 Annual General Meeting | ||
(Ann. No.: 2020-029) published on | |||
the website of the Shanghai Stock | |||
Exchange (http://www.sse.com.cn) | |||
2020 First | 9 July 2020 | Announcement of Resolutions Passed | 10 July 2020 |
Extraordinary | at the 2020 First Extraordinary | ||
General Meeting | General Meeting (Ann. No.: 2020- | ||
038) published on the website | |||
of the Shanghai Stock Exchange | |||
Explanation on shareholders' meeting
✓ | Applicable | Not applicable | |
Chongqing Iron & Steel Company Limited | 23 |
Section V Significant Events (Continued)
- INTRODUCTION OF GENERAL MEETINGS (CONTINUED)
- 2019 Annual General Meeting
The 2019 Annual General Meeting ("AGM") of the Company was convened by the Board of the Company and presided by the chairman Mr. Zhou Zhuping. The convening of and the procedures for holding the meetings and the voting procedures at the AGM were in compliance with the relevant requirements of the Company Law and other laws and regulations as well as the Articles of Association of the Company. Independent directors of the Company delivered the performance report for the year 2019 at the AGM. The following resolutions were considered and approved at the AGM:
No. Resolutions
Resolutions adopting non-cumulative voting
- The final financial accounts report for the year 2019
- The 2019 annual report (full text and summary)
- The profit distribution plan for the year 2019
- The report of the Board for the year 2019
- The report of the supervisory committee for the year 2019
- The proposal for the re-appointment of the financial and internal control auditor of the Company for the year 2020
- The proposal for the proposed budget for the year 2020
- The proposal for the related investment in relation to joint establishment of special fund for acquisition of Chonggang Group through capital contribution
- The proposal for the grant of general mandate to the board of directors to issue corporate bonds
- The proposal for the amendments to the Article of Association of Chongqing Iron & Steel Company Limited
- The proposal for the amendments to the Rules of Procedures of General Meeting of Chongqing Iron & Steel Company Limited
- The proposal for the issuance of Medium-term Notes
24 | 2020 Interim Report |
Section V Significant Events (Continued)
- INTRODUCTION OF GENERAL MEETINGS (CONTINUED)
- 2020 First Extraordinary General Meeting
The 2020 First Extraordinary General Meeting ("EGM") of the Company was convened by the Board of the Company and presided by the chairman Mr. Zhou Zhuping. The convening of and the procedures for holding the meetings and the voting procedures at the EGM were in compliance with the relevant requirements of the Company Law and other laws and regulations as well as the Articles of Association of the Company. The following resolutions were considered and approved at the EGM:
No. Resolutions
Resolutions adopting cumulative voting
1.00 The proposal for the election of directors for the eighth session of the board of
directors of the Company
1.01 To elect Mr. Zhang Jingang as a director of the eighth session of the board of directors of the Company
1.02 To elect Mr. Liu Jianrong as a director of the eighth session of the board of directors of the Company
1.03 To elect Mr. Zou An as a director of the eighth session of the board of directors of the Company
1.04 To elect Mr. Zhou Ping as a director of the eighth session of the board of directors of the Company
2.00 The proposal for the election of supervisors for the eighth session of the supervisory committee of the Company
2.01 To elect Mr. Wu Xiaoping as a supervisor of the eighth session of the supervisory committee of the Company
2.02 To elect Mr. Wang Cunlin as a supervisor of the eighth session of the supervisory
committee of the Company
2.03 To elect Mr. Xu Xudong as a supervisor of the eighth session of the supervisory committee of the Company
- SCHEME FOR PROFIT DISTRIBUTION OR TRANSFER OF CAPITAL RESERVE TO SHARE CAPITAL
- Interim proposals on profit distribution and the proposal on transferring capital reserve to share capital
Profit distribution or transfer of capital reserve to share | |
capital | No |
Number of bonus shares for every 10 shares (share) | / |
Dividends for every 10 shares (RMB) (tax inclusive) | / |
Number of shares transferred for every 10 shares (share) | / |
Relevant explanation on proposals on profit distribution | |
and transfer of capital reserve to share capital | Not applicable |
Chongqing Iron & Steel Company Limited | 25 |
Section V Significant Events (Continued)
III. COMPLIANCE WITH UNDERTAKINGS
- Commitment of de facto controller, shareholders, related parties, acquirer and the Company during or sustained to the Reporting Period
✓ | Applicable | Not applicable | ||||
Time and | Performed in | |||||
Commitment | term of | Performance | time and | |||
Background Type | party | Commitment Contents | commitment | term or not | strictly or not | |
Commitment made | Restriction | Changshou | In 36 months after the date of completion of the implementation |
in acquisition | on sale | Iron & Steel | of the bankruptcy reorganisation plan of Chongqing Iron |
report or equity | of shares | & Steel, the shares of Chongqing Iron & Steel held by | |
change report | Changshou Iron & Steel will not be transferred. In five years | ||
after the date of completion of the implementation of the | |||
bankruptcy reorganization plan, the control over Chongqing | |||
Iron & Steel will not be transferred, except when Changshou | |||
Iron & Steel transfers the controlling interests in Chongqing | |||
Iron & Steel to China Baowu Steel Group Corporation | |||
Limited or its holding subsidiaries. | |||
Restriction | Siyuanhe | In five years after the date of completion of the implementation | |
on sale | Industrial | of the bankruptcy reorganisation plan of Chongqing Iron & | |
of shares | Development | Steel, the controlling interests held by Siyuanhe Industrial | |
Fund | Development Fund in Changshou Iron & Steel will not be | ||
lost by way of transferring or capital increase or by other | |||
means, except (1) when Siyuanhe Industrial Development | |||
Fund transfers such controlling interests to China Baowu | |||
Steel Group Corporation Limited or its holding subsidiaries; | |||
(2) when Siyuanhe Industrial Development Fund transfers | |||
equity interests in Changshou Iron & Steel to other entities | |||
controlled by Siyuanhe Investment on the premise that | |||
Siyuanhe Investment's controlling interests in Changshou | |||
Iron & Steel are maintained. On the premise that Siyuanhe | |||
Investment's controlling interests in Changshou Iron & Steel | |||
are maintained, when Siyuanhe Industrial Development | |||
Fund transfers equity interests in Changshou Iron & Steel to | |||
other entities controlled by Siyuanhe Investment, Siyuanhe | |||
Industrial Development Fund undertakes that the transferees | |||
will make undertakings with the same contents as the letter | |||
of undertaking. |
From 29 December Yes | Yes |
2017 to 28 | |
December 2020 |
From 29 December Yes | Yes |
2017 to 28 | |
December 2022 |
26 | 2020 Interim Report |
Section V Significant Events (Continued)
- COMPLIANCE WITH UNDERTAKINGS (CONTINUED)
- Commitment of de facto controller, shareholders, related parties, acquirer and the Company during or sustained to the Reporting Period (Continued)
Time and | Performed in | |||||
Commitment | term of | Performance | time and | |||
Background | Type | party | Commitment Contents | commitment | term or not | strictly or not |
Restriction on | Siyuanhe | In five years after the date of completion of the implementation | From 29 December | Yes | Yes | |
sale of shares | Investment | of the bankruptcy reorganisation plan of Chongqing Iron & | 2017 to 28 | |||
Steel, Siyuanhe Investment will procure Siyuanhe Fund not | December 2022 | |||||
to lose the controlling interests in Changshou Iron & Steel | ||||||
by way of transferring or capital increase or by other means, | ||||||
except: (1) when Siyuanhe Fund transfers such controlling | ||||||
interests to China Baowu Steel Group Corporation Limited or | ||||||
its holding subsidiaries; (2) when Siyuanhe Fund transfers | ||||||
equity interests in Changshou Iron & Steel to other entities | ||||||
controlled by Siyuanhe Investment on the premise that | ||||||
Siyuanhe Investment's controlling interests in Changshou | ||||||
Iron & Steel are maintained. On the premise that Siyuanhe | ||||||
Investment's controlling interests in Changshou Iron & | ||||||
Steel are maintained, when Siyuanhe Fund transfers | ||||||
equity interests in Changshou Iron & Steel to other entities | ||||||
controlled by Siyuanhe Investment, Siyuanhe Investment | ||||||
undertakes that the transferees will make undertakings with | ||||||
the same contents as the undertakings made by Siyuanhe | ||||||
Fund on maintaining the controlling interest therein, and it | ||||||
also will procure the transferees to fulfill such commitments. | ||||||
To solve the | Changshou Iron & | (1) As of 1 December 2017, Changshou Iron & Steel has not | 1 December 2017 | No | Yes | |
horizontal | Steel | engaged in any business that is the same as or similar to the | ||||
competition | existing core business of Chongqing Iron & Steel. (2) During | |||||
the period when Changshou Iron & Steel is the controlling | ||||||
shareholder of Chongqing Iron & Steel, if Changshou Iron | ||||||
& Steel obtains a business opportunity of engaging in the | ||||||
same business as Chongqing Iron & Steel, Changshou | ||||||
Iron & Steel shall concede the business opportunity to | ||||||
Chongqing Iron & Steel and can invest only after Chongqing | ||||||
Iron & Steel has given up such business opportunity. | ||||||
("engaged/engaging in" refers to any situations in which | ||||||
the business is conducted directly or indirectly through a | ||||||
controlling entity, excluding minority equity investments that | ||||||
do not generate a controlling position.) | ||||||
Chongqing Iron & Steel Company Limited | 27 |
Section V Significant Events (Continued)
- COMPLIANCE WITH UNDERTAKINGS (CONTINUED)
- Commitment of de facto controller, shareholders, related parties, acquirer and the Company during or sustained to the Reporting Period (Continued)
Time and | Performed in | |||||
Commitment | term of | Performance | time and | |||
Background | Type | party | Commitment Contents | commitment | term or not | strictly or not |
To solve the | Siyuanhe | (1) As of 21 December 2018, Siyuanhe Industrial Development | 21 December 2018 | No | Yes | |
horizontal | Industrial | Fund has not engaged in any business that is the same as | ||||
competition | Development | or similar to the existing core business of Chongqing Iron | ||||
Fund | & Steel. (2) During the period when Siyuanhe Industrial | |||||
Development Fund is the controlling shareholder of | ||||||
Chongqing Iron & Steel, if Siyuanhe Industrial Development | ||||||
Fund obtains a business opportunity of engaging in the | ||||||
same business as Chongqing Iron & Steel, Siyuanhe | ||||||
Industrial Development Fund shall concede the business | ||||||
opportunity to Chongqing Iron & Steel and can invest only | ||||||
after Chongqing Iron & Steel has given up such business | ||||||
opportunity. ("engaged/engaging in" refers to any situations | ||||||
in which the business is conducted directly or indirectly | ||||||
through a controlling entity, excluding minority equity | ||||||
investments that do not generate a controlling position.) | ||||||
To solve the | Changshou | (1) After the implementation of the bankruptcy reorganisation | 1 December 2017 | No | Yes | |
related party | Iron & Steel | plan of Chongqing Iron & Steel, Changshou Iron & Steel | ||||
transactions | will, in strict accordance with the requirements of laws and | |||||
regulations such as the Company Law and the relevant | ||||||
provisions of the Articles of Association of Chongqing Iron | ||||||
& Steel, exercise the rights of shareholders, or urge the | ||||||
directors nominated by Changshou Iron & Steel to exercise | ||||||
the rights of directors according to law and to fulfill the | ||||||
obligation to abstain from voting when the general meeting | ||||||
and the Board vote on the related party transactions | ||||||
involving Chongqing Iron & Steel and Changshou Iron | ||||||
& Steel. (2) After the implementation of the bankruptcy | ||||||
reorganisation plan of Chongqing Iron & Steel, for the | ||||||
possible related party transactions arising from various | ||||||
reasonable reasons, Changshou Iron & Steel will, according | ||||||
to applicable laws and regulations and on the principles | ||||||
of justice and equity, sign agreements according to law, | ||||||
perform relevant procedures, and perform its obligation of | ||||||
information disclosure in a timely manner, so as to ensure | ||||||
that such transactions will not harm the legitimate rights and | ||||||
interests of Chongqing Iron & Steel and other shareholders. | ||||||
28 | 2020 Interim Report |
Section V Significant Events (Continued)
- COMPLIANCE WITH UNDERTAKINGS (CONTINUED)
- Commitment of de facto controller, shareholders, related parties, acquirer and the Company during or sustained to the Reporting Period (Continued)
Time and | Performed in | |||||
Commitment | term of | Performance | time and | |||
Background | Type | party | Commitment Contents | commitment | term or not | strictly or not |
Others | Changshou | During the period when Changshou Iron & Steel holds the | 1 December 2017 | No | Yes | |
Iron & Steel | shares of Chongqing Iron & Steel, Changshou Iron & Steel | |||||
will, in strict compliance with the rules of CSRC, Stock | ||||||
Exchanges, as well as those of the management system of | ||||||
Chongqing Iron & Steel such as the Articles of Association, | ||||||
exercise the shareholders' rights and fulfill the shareholders' | ||||||
obligations in the same manner as other shareholders. | ||||||
Changshou Iron & Steel will not seek improper interests | ||||||
by using the position of shareholders but respect the | ||||||
independence of Chongqing Iron & Steel in terms of its | ||||||
personnel, assets, business, finance, and organization. | ||||||
IV. APPOINTMENT AND REMOVAL OF ACCOUNTING FIRMS
Explanation for appointment and removal of accounting firms
✓ | Applicable | Not applicable | |
The 20th meeting of the eighth session of the Board and 13th meeting of the eighth session of the Supervisory Committee were held on 27 March 2020, and the 2019 annual general meeting was held on 16 June 2020, where the Resolution on Reappointment of the Company's Auditor for Financial and Internal Control for the Year of 2020 was considered and approved, whereby Ernst & Young Hua Ming LLP was re-appointed as the Company's auditor for financial and internal control in 2020 for a term from the date of consideration and approval at the 2019 annual general meeting till the convening of the 2020 annual general meeting. The remuneration for the year of 2020 is RMB2.25 million for financial auditing services and RMB0.7 million for internal control, totaling RMB2.95 million (tax exclusive). The remuneration for the period was determined in accordance with the fair and reasonable pricing principles in the market after negotiation with the accounting firm, and was the same as that for the year of 2019.
Chongqing Iron & Steel Company Limited | 29 |
Section V Significant Events (Continued)
IV. APPOINTMENT AND REMOVAL OF ACCOUNTING FIRMS (CONTINUED)
Explanation for change of the accounting firm during the auditing period
Applicable ✓ Not applicable
Explanation for the "Non-Standard Audit Report" Issued by the Accounting Firm
Applicable ✓ Not applicable
Explanation for the "Non-Standard Audit Report" Issued by the Certified Public Accountant in respect of the Financial Report in the Annual Report for the Previous Year
Applicable ✓ Not applicable
- MATTERS RELATING TO INSOLVENCY OR REORGANISATION
Applicable ✓ Not applicable
VI. MATERIAL LITIGATION AND ARBITRATION
Material litigations and arbitrations | ✓ | No material litigations and arbitrations |
occurs during the Reporting Period | occurs during the Reporting Period |
VII. PUNISHMENT ON THE COMPANY AND ITS DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT, CONTROLLING SHAREHOLDER, DE FACTO CONTROLLER AND ACQUIRER AND RECTIFICATION MEASURES
Applicable ✓ Not applicable
VIII. INTEGRITY OF THE COMPANY AND ITS CONTROLLING SHAREHOLDER AND DE FACTO CONTROLLER FOR THE REPORTING PERIOD
Applicable ✓ Not applicable
30 | 2020 Interim Report |
Section V Significant Events (Continued)
IX. EQUITY INCENTIVE PLAN, EMPLOYEE SHARE OWNERSHIP PLAN OR OTHER EMPLOYEE INCENTIVES AND EFFECTS THEREOF
- Relevant incentive events disclosed in extraordinary announcements but without subsequent development or changes during implementation
Applicable ✓ Not applicable
- Incentive events not disclosed in extraordinary announcements or with subsequent development
Equity incentive
Applicable ✓ Not applicable
Other explanations
Applicable ✓ Not applicable
Employee share ownership plan
✓ | Applicable | Not applicable | |
In order to establish and improve the mechanism of sharing the benefits and risks of employees and owners of the Company, and to improve the cohesion of employees and the competitiveness of the Company, to retain core employees, and to integrate the interests of the management, the core and mainstay personnel and the shareholders, aiming to facilitate the long-term and stable development of the Company and improvement of the shareholder value, the Company has prepared the Employee Share Ownership Plan from 2018 to 2020 (Draft) and its summary in accordance with relevant laws, regulations as well as the Articles of Association.
The Company convened the 15th meeting of the seventh session of the Board and the 18th meeting of the seventh session of the supervisory committee on 20 March 2018 and the 2017 annual general meeting on 15 May 2018, at which the Proposal for the Employee Share Ownership Plan from 2018 to 2020 (Draft) of Chongqing Iron & Steel Company Limited and its Summary (《關於〈重慶鋼鐵股份有限公司2018年至2020年員工持股計劃(草案)〉及其摘要的議案》), the Proposal for the proposed authorisation to the board of directors by the general meeting to handle relevant matters regarding employee share ownership plan(《關於提請股東大會授權董事 會辦理公司員工持股計劃相關事宜的議案》) and other proposals were considered and approved.
Chongqing Iron & Steel Company Limited | 31 |
Section V Significant Events (Continued)
IX. EQUITY INCENTIVE PLAN, EMPLOYEE SHARE OWNERSHIP PLAN OR OTHER EMPLOYEE INCENTIVES AND EFFECTS THEREOF (CONTINUED)
- Incentive events not disclosed in extraordinary announcements or with subsequent development (Continued)
According to the authorization by the 2017 annual general meeting of the Company, the Resolution in relation to Employee Share Ownership Plan Phase I of the Company was considered and approved at the fifth meeting of the eighth session of the Board held on 18 December 2018.
As at 14 May 2019, according to the Single Asset Management Plan of Huatai Asset Management for Employee Share Ownership Plan No. 1 of Chongqing Iron & Steel (華泰資管重慶 鋼鐵員工持股計劃1號單一資產管理計劃), an aggregate of 24,791,400 A shares of the Company, representing approximately 0.28% of the total share capital of the Company, have been purchased by way of centralized bidding in the secondary market at an average transaction price of approximately RMB1.97 per share for the first phase of employee share ownership plan, and the transaction amount was approximately RMB48.7831 million. So far, the Company has completed the share purchase for the first phase of employee share ownership plan, and the shares purchased for the share ownership plan shall be subject to a lock-up period commencing from 15 May 2019 to 14 May 2020 according to regulations.
The Company convened 2018 annual general meeting, 2019 first class meeting of A shareholders and the 2019 first class meeting of H shareholders on 21 May 2019, at which the Proposal for the grant of general mandate to the board of directors to repurchase A Shares of the Company(《授予董事會回購本公司A股股份的一般性授權》), the Proposal for the grant of general mandate to the board of directors to repurchase H Shares of the Company 《( 授予董事 會回購本公司H股股份的一般性授權》)and other proposals were considered and approved. As authorized at the 2018 annual general meeting, the 2019 first class meeting of A shareholders and the 2019 first class meeting of H shareholders, the Resolution on Repurchase of the Shares of the Company through Centralized Bidding Trading was considered and approved at the 10th meeting of the eighth session of the Board of the Company convened on 21 May 2019.
As at 27 June 2019, the Company repurchased a total of 31,500,000 shares through centralized bidding trading, representing approximately 0.3532% of its total share capital. The highest, lowest and average price transacted for such shares were RMB2.13 per share, RMB1.88 per share and RMB1.975 per share, respectively. The total amount paid for such shares was RMB62,223,734 (excluding transaction costs). The shares repurchased are deposited in the Company's securities account designated for share repurchase and will be used for the employee share ownership plans of the Company.
32 | 2020 Interim Report |
Section V Significant Events (Continued)
IX. EQUITY INCENTIVE PLAN, EMPLOYEE SHARE OWNERSHIP PLAN OR OTHER EMPLOYEE INCENTIVES AND EFFECTS THEREOF (CONTINUED)
- Incentive events not disclosed in extraordinary announcements or with subsequent development (Continued)
As authorized at the 2017 annual general meeting of the Company, the written resolutions of the 14th meeting of the eighth session of the Board and the 10th meeting of the eighth session of the supervisory committee have been signed and issued in writing on 25 September 2019, by which the Proposal in relation to the Implementation of the Second Phase of Employee Share Ownership Plan of the Company(《關於公司實施第二期員工持股計劃的議案》) was considered and approved.
As at 28 November 2019, according to the Single Asset Management Plan of Huatai Asset Management for Employee Share Ownership Plan No. 2 of Chongqing Iron & Steel (華泰 資管重慶鋼鐵員工持股計劃2號單一資產管理計劃), an aggregate of 25,135,600 A shares of the Company, representing approximately 0.28% of the total share capital of the Company, have been purchased by way of centralized bidding in the secondary market at an average transaction price of RMB1.798 per share for the second phase of employee share ownership plan, and the transaction amount was RMB45,194,969. So far, the Company has completed the share purchase for the second phase of employee share ownership plan, and the shares purchased for the share ownership plan shall be subject to a lock-up period commencing from 29 November 2019 to 28 November 2020 according to regulations.
As authorized at the 2017 annual general meeting of the Company, the Company convened the16th meeting of the eighth session of the Board and the 12th meeting of the eighth session of the supervisory committee have been signed and issued in writing on 27 December 2019, by which the Proposal in relation to the Third Phase of the Employee Share Ownership Plan of the Company(《關於公司第三期員工持股計劃的議案》) was considered and approved.
As authorized at the 2018 annual general meeting, the 2019 first class meeting of A shareholders and the 2019 first class meeting of H shareholders, the Resolution on Repurchase of the Shares of the Company through Centralized Bidding Trading was considered and approved at the 18th meeting of the eighth session of the Board of the Company convened and circulated in writing on 26 February 2020.
Chongqing Iron & Steel Company Limited | 33 |
Section V Significant Events (Continued)
IX. EQUITY INCENTIVE PLAN, EMPLOYEE SHARE OWNERSHIP PLAN OR OTHER EMPLOYEE INCENTIVES AND EFFECTS THEREOF (CONTINUED)
- Incentive events not disclosed in extraordinary announcements or with subsequent development (Continued)
As at close time on 12 March 2020, the Company repurchased a total of 50,000,000 shares through centralized bidding trading, representing approximately 0.56% of its total share capital. The highest, lowest and average price transacted for such shares were RMB1.71 per share, RMB1.65 per share and RMB1.69 per share, respectively. The total amount paid for such shares was RMB84,333,550.00 (excluding transaction costs). The shares repurchased are deposited in the Company's securities account designated for share repurchase and will be used for the employee share ownership plans of the Company. So far, the Company has repurchased a total of 81,500,000 shares accumulatively, representing approximately 0.91% of its total share capital.
On 11 June 2020, the Company received the Confirmation of Transfer Registration 《( 過戶登記確 認書》) issued by China Securities Depository and Clearing Corporation Limited. The number of A shares of the Company deposited in the Company's securities account designated for share repurchase was 44,837,800, representing approximately 0.50% of the Company's total share capital, which were transferred into the securities account designated for the Third Phase of the Employee Share Ownership Plan through a non-transaction way on 9 June 2020, at a transfer price of RMB1.80 per share. The shares purchased for the share ownership plan shall be subject to a lock-up period commencing from 9 June 2020 to 8 June 2021 according to regulations.
Other incentive measures
Applicable ✓ Not applicable
34 | 2020 Interim Report |
Section V Significant Events (Continued)
- MATERIAL RELATED PARTY TRANSACTIONS
- Related party transactions related to day-to-day operation
1. Matters disclosed in extraordinary announcements but without development or changes in subsequent implementation
Applicable ✓ Not applicable
2. Matters disclosed in extraordinary announcements with subsequent development or changes during implementation
✓ | Applicable | Not applicable | |
At the 16th meeting of the eighth session of the Board of the Company, the Resolution in relation to Leasing of Assets from Related Companies in 2020 was considered and approved, pursuant to which, the Board approved the lease of machinery and equipment by the Company from Changshou Iron & Steel for the year 2020, and the Announcement on Related Party Transaction of Leasing of Assets from Related Companies in 2020 (Announcement No.: 2019-045) was disclosed on 28 December 2019. During the Reporting Period, the actual amount of the related party transaction was within the annual caps, the details of which are as follows:
Type of related | Transaction | |
party transaction | Pricing principle | Amount |
(Unit: RMB'000) | ||
Renting | Market price | 94,912 |
Chongqing Iron & Steel Company Limited | 35 |
Section V Significant Events (Continued)
- MATERIAL RELATED PARTY TRANSACTIONS (CONTINUED)
- Related party transactions related to day-to-day operation (Continued)
3. Matters not disclosed in extraordinary announcements
✓ | Applicable | Not applicable | ||||||||||||
Unit: RMB'000 | Currency: RMB | |||||||||||||
Reason for | ||||||||||||||
the difference | ||||||||||||||
As a | between | |||||||||||||
Pricing | percentage | Settlement | transaction | |||||||||||
Type of | Content | principle | Transaction | Transaction | of the | method | price and | |||||||
related | of related | of related | price of | amount of | amount | of related | market | |||||||
Related | Related | party | party | party | related | related | of similar | party | Market | reference | ||||
party | relationship | transaction | transaction | transaction | party | party | Transactions | transaction | price | price | ||||
(%) | ||||||||||||||
Chongqing Xingang | Associate | Procurement | Acceptance | With reference | - | 13,304 | 1.98 | - | - | - | ||||
Changlong | of products | of services | to market | |||||||||||
Logistics Co., Ltd. | price | |||||||||||||
Chongqing Xingang | Associate | Sale of | Sale of | With reference | - | 622 | 0.24 | - | - | - | ||||
Changlong | products | energy, | to market | |||||||||||
Logistics Co., Ltd. | rendering of | price | ||||||||||||
services | ||||||||||||||
Total | / | / | 13,926 | / | / | / | / | |||||||
Particulars of substantial sales return | Nil | |||||||||||||
Explanation on related party transactions | They enabled the Company to obtain stable and reliable service supply at a reasonable price, | |||||||||||||
which is vital to the Company to keep stable production, improve production efficiency and | ||||||||||||||
increase production output. |
36 | 2020 Interim Report |
Section V Significant Events (Continued)
- MATERIAL RELATED PARTY TRANSACTIONS (CONTINUED)
- Related party transactions related to acquisition and disposal of assets or equity interests
1. Events disclosed in extraordinary announcements without subsequent development or changes during implementation
Applicable ✓ Not applicable
2. Events disclosed in extraordinary announcements with subsequent development or changes during implementation
Applicable ✓ Not applicable
3. Events not disclosed in extraordinary announcements
Applicable ✓ Not applicable
4. Disclosure of the performance of the results relating to the results agreement during the Reporting Period
Applicable ✓ Not applicable
(III) Material related party transactions related to joint external investment
1. Events disclosed in extraordinary announcements without subsequent development or changes during implementation
Applicable ✓ Not applicable
2. Events disclosed in extraordinary announcements with subsequent development or changes during implementation
Applicable ✓ Not applicable
3. Events not disclosed in extraordinary announcements
Applicable ✓ Not applicable
Chongqing Iron & Steel Company Limited | 37 |
Section V Significant Events (Continued)
-
MATERIAL RELATED PARTY TRANSACTIONS (CONTINUED)
(IV) Amounts due to or from related parties
1. Events disclosed in extraordinary announcements without subsequent development or changes during implementation
✓ | Applicable | Not applicable | |
Website designated for | |||
Event | publication of resolutions |
At the 23rd meeting of the eighth session of the Board of the Company held on 16 June 2020, the Resolution in Relation to the Provision of the Facilities by Chongqing Changshou Iron & Steel Company Limited to the Company was considered and approved. Chongqing Changshou Iron & Steel Company Limited intended to offer the credit facilities to the Company in an amount of not more than RMB1,000,000,000 for a term of 3 years, bearing interest calculated at the Loan Prime Rate (LPR). For a loan with a term of one year or less, the interest was calculated at LPR for one-year loan; and for a loan with a term of more than one year, the interest was calculated at the average of LPR for one-year loan and LPR for five-year loan, applicable at the time of application for the facilities. The Company was not required to provide any guarantee for such facilities. As at 30 June 2020, the Company borrowed RMB0.
Announcement of Resolutions Passed at the 23rd Meeting of the Eighth Session of the Board (Ann. No.: 2020-030) published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn)
38 | 2020 Interim Report |
Section V Significant Events (Continued)
-
MATERIAL RELATED PARTY TRANSACTIONS (CONTINUED)
(IV) Amounts due to or from related parties (Continued)
2. Events disclosed in extraordinary announcements with subsequent development or changes during implementation
✓ | Applicable | Not applicable | |
According to the Announcement of the Administrator of Chongqing Iron & Steel Company Limited in Relation to the Progress of Implementation of the Reorganisation Plan (Announcement No.: 2017-111) disclosed on 25 November 2017, Changshou Iron & Steel shall lend RMB2.4 billion to Chongqing Iron & Steel for implementing the reorganisation plan. As at 30 June 2020, an amount of RMB80 million had been repaid.
At the 16th meeting of the seventh session of the Board of the Company, the Resolution in Relation to the Provision of the Facilities by Chongqing Changshou Iron & Steel Company Limited to the Company was considered and approved and the Announcement of the 16th Meeting of the Seventh Session of the Board of Directors (Announcement No.: 2018-026) was disclosed on 26 April 2018. Changshou Iron & Steel intended to offer the credit facilities to the Company in an amount of no more than RMB500,000,000 for a term of 3 years, and the interest rate was calculated at benchmark lending rate for loans of the same term as published by the People's Bank of China. The Company is not required to provide any guarantee for such facilities. On 30 June 2020, such loan had been repaid in full.
Interest in the | ||
Related party | Amount borrowed | current period |
(Unit: RMB'000) | (Unit: RMB'000) | |
Chongqing Changshou | ||
Iron & Steel Company Limited | 2,320,000 | 67,633 |
3. Events not disclosed in extraordinary announcements
Applicable ✓ Not applicable
Chongqing Iron & Steel Company Limited | 39 |
Section V Significant Events (Continued)
- MATERIAL RELATED PARTY TRANSACTIONS (CONTINUED)
(V) Other material related party transactions
Applicable ✓ Not applicable
(VI) Others
Applicable ✓ Not applicable
XI. MATERIAL CONTRACTS AND THE IMPLEMENTATION
1 Trust, contracted businesses and leasing affairs
✓ | Applicable | Not applicable | |
- Trust
Applicable ✓ Not applicable
- Contracted businesses
Applicable ✓ Not applicable
40 | 2020 Interim Report |
Section V Significant Events (Continued)
XI. MATERIAL CONTRACTS AND THE IMPLEMENTATION (CONTINUED)
1 Trust, contracted businesses and leasing affairs (Continued)
- Leasing affairs
✓ | Applicable | Not applicable | |||||||||||
Unit: RMB'000 | Currency: RMB | ||||||||||||
Effect of | |||||||||||||
Status of | Amount | Date of | Expiry | Basis of | gain on | Whether a | |||||||
Name of | Name of | leased | of leased | commencement | date of | Gain | determination of lease on the | related party | Connected | ||||
lessor | lessee | assets | assets | of lease | lease | on lease | such gain | Company | transaction | relations | |||
Chongqing | Chongqing Iron &Equipment | - | 2020.01.01 | 2020.12.31 | 73,009 | Contract | Affecting the | No | |||||
Iron & Steel | Steel Company | production | |||||||||||
Company | Limited | costs | |||||||||||
(Group) | |||||||||||||
Limited | |||||||||||||
Chongqing | Chongqing Iron &Equipment | - | 2020.01.01 | 2020.12.31 | 94,912 | Contract | Affecting the | Yes | Controlling | ||||
Changshou | Steel Company | production | shareholder | ||||||||||
Iron & Steel | Limited | costs | |||||||||||
Company | |||||||||||||
Limited | |||||||||||||
Chongqing | Chongqing Xin | Buildings | - | 2020.01.01 | 2020.12.31 | 24 | Contract | Affecting the | Yes | Associate | |||
Iron & Steel | Gang Chang | profit | |||||||||||
Company | Long Logistics | ||||||||||||
Limited | Company | ||||||||||||
Limited | |||||||||||||
2 Guarantee
Applicable ✓ Not applicable
3 Other significant contracts
Applicable ✓ Not applicable
XII. POVERTY ALLEVIATION BY THE LISTED COMPANY
Applicable ✓ Not applicable
Chongqing Iron & Steel Company Limited | 41 |
Section V Significant Events (Continued)
XIII. PARTICULARS OF CONVERTIBLE BOND OF THE COMPANY
Applicable ✓ Not applicable
XIV. ENVIRONMENTAL INFORMATION
- Explanation on the performance of environmental protection of companies and its key subsidiaries under the classification of key pollutant discharging entity as published by the environmental protection department
✓ | Applicable | Not applicable | |
1. Pollutant discharging
✓ | Applicable | Not applicable | |
In 2020, the Company has strictly implemented the permit management system for pollutant discharging, and fully carried out the enterprise self-monitoring and information disclosure, achieving pollutant discharging according to the law and regulations and with permit. The Company has strictly implemented pollutant reduction and discharging control by strengthening the operation and management of environmental protection facilities. In the first half of 2020, the total amount of pollutant discharging did not exceed the total permitted index. During the Reporting Period, there was no accident caused by the Company which was subject to environmental penalty. The major pollutants discharged by the Company are as follows:
Approved | Are there | ||||||||
Major | Emission | Number of | Total | Pollutant emission | total | excessive | |||
No. | pollutants | method | vent ports | Distribution | Emission concentration | emissions | standards implemented | emissions | emissions |
(mg/Nm3) | (tonnes) | ||||||||
1 | Particulate matter | Continuous | 10 | Goods transportation | Less than Emission Standard of Air | 48 | Emission Standard of Air Pollutants | Nil | No |
Pollutants for Ironmaking Industry | for Ironmaking Industry | ||||||||
(GB28663-2012) | (GB28663-2012) | ||||||||
2 | Particulate matter | Continuous | 30 | Coking | Less than Emission Standard of | 378 | Emission Standard for Pollutants | Nil | No |
3 | Sulfur dioxide | Continuous | Pollutants for Coking Chemical | 345 | for Coking Chemical Industry | Nil | No | ||
4 | Nitrogen oxides | Continuous | Industry (GB16171-2012) | 502 | (GB16171-2012) | Nil | No | ||
5 | Particulate matter | Continuous | 17 | Sintering | Less than Emission Standard of | 1683 | Emission Standard of Air Pollutants | Nil | No |
6 | Sulfur dioxide | Continuous | Air Pollutants for Iron and Steel | 898 | for Iron and Steel Sintering and | Nil | No | ||
7 | Nitrogen oxides | Continuous | Sintering and Pelletizing Industry | 1482 | Pelletizing Industry (GB28663- | Nil | No | ||
(GB28663-2012) | 2012) | ||||||||
42 | 2020 Interim Report |
Section V Significant Events (Continued)
XIV. ENVIRONMENTAL INFORMATION (CONTINUED)
-
Explanation on the performance of environmental protection of companies and its key subsidiaries under the classification of key pollutant discharging entity as published by the environmental protection department (Continued)
1. Pollutant discharging (Continued)
Approved | Are there | ||||||||
Major | Emission | Number of | Total | Pollutant emission | total | excessive | |||
No. | pollutants | method | vent ports | Distribution | Emission concentration | emissions | standards implemented | emissions | emissions |
(mg/Nm3) | (tonnes) | ||||||||
8 | Particulate matter | Continuous | 27 | Ironmaking | Less than Emission Standard of Air | 1241 | Emission Standard of Air Pollutants | Nil | No |
9 | Sulfur dioxide | Continuous | Pollutants for Ironmaking Industry | 216 | for Ironmaking Industry | Nil | No | ||
10 | Nitrogen oxides | Continuous | (GB28663-2012) | 371 | (GB28663-2012) | Nil | No | ||
11 | Particulate matter | Continuous | 18 | Steelmaking | Less than Emission Standard of Air | 397 | Emission Standard of Air Pollutants | Nil | No |
Pollutants for Steelmaking Industry | for Steelmaking Industry | ||||||||
(GB28664-2012) | (GB28664-2012) | ||||||||
12 | Particulate matter | Continuous | 13 | Steel Rolling | Less than Emission Standard of Air | 45 | Emission Standard of Air Pollutants | Nil | No |
13 | Sulfur dioxide | Continuous | Pollutants for Steel Rolling Industry | 212 | for Steel Rolling Industry | Nil | No | ||
14 | Nitrogen oxides | Continuous | (GB28665-2012) | 347 | (GB28665-2012) | Nil | No | ||
15 | COD | Continuous | 1 | Central wastewater | Less than Emission Standard of | 45.58 | Emission Standard of Water | Nil | No |
16 | Nitrox | Continuous | treatment station | Water Pollutant for Iron and Steel | 3.65 | Pollutant for Iron and Steel | Nil | No | |
Industry (GB13456-2012 | Industry (GB13456-2012 in | ||||||||
place of GB13456-1992) | |||||||||
17 | Total | Particulate | 3792 | Sulfur dioxide | 1671 | Nitrogen | 2702 | Cod | 45.58 |
matter | oxides | Nitrox | 3.65 | ||||||
18 | Permitted | Particulate | 11635 | Sulfur dioxide | 6137 | Nitrogen | 11155 | Cod | 472 |
emissions under | matter | oxides | Nitrox | 47.2 | |||||
the pollutant | |||||||||
discharging | |||||||||
permit | |||||||||
Chongqing Iron & Steel Company Limited | 43 |
Section V Significant Events (Continued)
XIV. ENVIRONMENTAL INFORMATION (CONTINUED)
- Explanation on the performance of environmental protection of companies and its key subsidiaries under the classification of key pollutant discharging entity as published by the environmental protection department (Continued)
2. Construction and operation of pollution control facilities
✓ | Applicable | Not applicable | |
The Company has completed the transformation of the pollution control facilities for desulfurization of flue gas from 2# and 3# sintering machines. The facilities have achieved ultra-low emission and have been put into operation. After operation, the emission concentration of particulate matter, sulfur dioxide and nitrogen oxides among flue gas pollutant has fulfilled the emission requirement. All of the existing pollution control facilities are under sound operating condition with a stable emission up to the standard.
3. Environmental impact assessment of construction projects and other environmental protection administrative licensing
Applicable ✓ Not applicable
4. Environmental emergency plan
✓ | Applicable | Not applicable | |
In order to implement the requirements of the laws and regulations on strengthening the environmental protection of enterprises promulgated by the central and local government, the Company has established a sound environmental risk prevention system, formulated the Environmental Emergency Plan of Chongqing Iron & Steel Company Limited 《( 重慶 鋼鐵股份有限公司突發環境事件應急預案》) and carried out environmental protection filing with a period of validity until 16 January 2021 and filling No. of 500115-2018-001-HT.
44 | 2020 Interim Report |
Section V Significant Events (Continued)
XIV. ENVIRONMENTAL INFORMATION (CONTINUED)
- Explanation on the performance of environmental protection of companies and its key subsidiaries under the classification of key pollutant discharging entity as published by the environmental protection department (Continued)
5. Self-monitoring program on environmental protection
✓ | Applicable | Not applicable | |
According to the requirements of the Measures for Self-monitoring and Information Disclosure by the Enterprises Subject to Intensive Monitoring and Control of the State (Trial Implementation) (《國家重點監控企業自行監測及信息公開辦法(試行)》) and the General Rules for Technical Guidance on Self-monitoring of Pollutant Discharging Organizations (《排污單位自行監測技術指南總則(發佈稿)》), the Self-monitoring Program of Chongqing Iron & Steel Company Limited (《重慶鋼鐵股份有限公司自行監測方案》) was formulated and filed with the ecology and environment bureau in order to regulate the self-monitoring and information disclosure of the Company and ensure the conscious fulfillment of its legal obligations and social responsibilities. The Company has carried out its self-monitoring work in accordance with such program in the first half of 2020.
6. Other environmental information required to be disclosed
✓ | Applicable | Not applicable | |
According to the Public Participation Measures to Environmental Impact Assessment, three public participation disclosures were completed for environmental impact assessment of the Capacity Expansion of the Company's Newly-built Wastewater Treatment System through the Internet and on-site posting.
On 9 May 2020, the Ministry of Ecological Environment published The Feedback of the Supervision from the Fourth Ecological and Environmental Protection Supervision Team of the Central Government to Chongqing City, in which, the illegal pile and storage of steel slag of the Company has been reported. In order to effectively rectify the illegal pile and storage of steel slag, the Company has formulated a special rectification plan and carried out material removal and sale. During the Reporting Period, the materials previously piled and stored have been removed and disposed of, and a standardized pile and storage yard for steel slag has been completed and put into operation.
- Explanation on environmental protection of companies beyond the classification of key pollutant discharging entity
Applicable ✓ Not applicable
Chongqing Iron & Steel Company Limited | 45 |
Section V Significant Events (Continued)
XIV. ENVIRONMENTAL INFORMATION (CONTINUED)
- Explanation of reasons for non-disclosure of environmental information by companies beyond the classification of key pollutant discharging entity
Applicable ✓ Not applicable
(IV) Explanation on development or changes in environmental information disclosed during the Reporting Period
Applicable ✓ Not applicable
XV. EXPLANATIONS ON OTHER SIGNIFICANT MATTERS
- Changes of accounting policies, estimations and methods and their reasons and influence as compared to the last accounting period
Applicable ✓ Not applicable
- Correction of significant accounting errors requiring restatement, correction amount, and their reasons and impact during the reporting period
Applicable ✓ Not applicable
(III) Other significant events
✓ | Applicable | Not applicable | |
1. Relevant disclosure made according to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
-
Compliance with the Corporate Governance Code
To the best knowledge of the Board, the Company has complied with the requirements of the Corporate Governance Code set out in Appendix 14 to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange during the reporting period, and no deviation from the Code has been identified.
46 | 2020 Interim Report |
Section V Significant Events (Continued)
XV. EXPLANATIONS ON OTHER SIGNIFICANT MATTERS (CONTINUED)
-
Other significant events (Continued)
1. Relevant disclosure made according to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (Continued) - Model Code for Securities Transactions by Directors
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers ("Model Code") as set out in Appendix 10 to the Listing Rules as the code for trading of the Company's securities by directors. All directors of the Company confirmed upon specific enquiries that they had complied with the required standards as set out in the Model Code for the six months ended 30 June 2020. - Interim dividend
Given the fact that the accumulated undistributed profit of the Company remained negative as of the end of the reporting period, the Company does not recommend distribution of any interim dividend for the six months ended 30 June 2020 pursuant to the provision of Article 250 of the Articles of Association. - Purchase, Sale or Redemption of Listed Securities of the Company
From 6 March 2020 to 12 March 2020, the Company accumulatively repurchased a total of 50,000,000 A shares through centralized bidding trading, representing approximately 0.56% of its total share capital. The highest, lowest and average price transacted for such shares were RMB1.71 per share, RMB1.65 per share and RMB1.69 per share, respectively. The total amount paid for such shares was RMB84,333,550.00 (excluding transaction fees). - Major acquisition and disposal of subsidiaries and affiliates
No major acquisition and disposal of subsidiaries and affiliates occurred during the reporting period.
- Model Code for Securities Transactions by Directors
Chongqing Iron & Steel Company Limited | 47 |
Section V Significant Events (Continued)
XV. EXPLANATIONS ON OTHER SIGNIFICANT MATTERS (CONTINUED)
-
Other significant events (Continued)
1. Relevant disclosure made according to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (Continued) - Audit Committee
The Audit Committee is comprised of three independent non-executive directors and one non-executive director, namely, Xin Qing Quan, Xu Yi Xiang, Wong Chun Wa and Zhou Ping with Mr. Xin Qing Quan acting as the chairman of the Audit Committee.
The unaudited interim financial report of the Company for the six months ended 30 June 2020 had been reviewed by the members of the Audit Committee before being submitted to the Board for approval. - Interests or Short Positions
As at 30 June 2020, the interests and short positions (including interests or short positions which they were taken or deemed to have under relevant provisions of the Securities and Futures Ordinance ("SFO")) of the directors, supervisors and senior management members in the shares or underlying shares or debentures of the Company and any of its associated corporations (within the meaning of Part XV of the SFO), which were required to be recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or which were required, pursuant to the Rules Governing the Listing of Securities on the Stock Exchange and the Model Code for Securities Transactions by Directors of Listed Companies, to be notified to the Company and the Stock Exchange, were as follows:
- Audit Committee
Percentage | Percentage | ||||||
in the share | in the | ||||||
The | capital of | total share | |||||
Company/ | Total number | A shares | capital | ||||
associated | Nature of | of interested | of the | of the | Class of | ||
Name | corporations | Capacity | interests | shares held | Company | Company | shares |
(share) | (%) | (%) | |||||
Wang Li | The Company | Director | Beneficial | 113,800 | 0.00136 | 0.00128 | A share |
interests | (long position) | ||||||
48 | 2020 Interim Report |
Section V Significant Events (Continued)
XV. EXPLANATIONS ON OTHER SIGNIFICANT MATTERS (CONTINUED)
-
Other significant events (Continued)
2. The Third Phase of Employee Share Ownership Plan
As authorized at the 2017 annual general meeting of the Company, the Company convened the 16th meeting of the eighth session of the Board and the 12th meeting of the eighth session of the supervisory committee on 27 December 2019, at which the Resolution in relation to the Third Phase of the Employee Share Ownership Plan of the Company (《關於公司第三期員工持股計劃的議案》) was considered and approved. According to the operations in 2019, the bonus fund provision for Employee Share Ownership Plan is made at 9.5% of the total profit (before the withdrawal of the bonus fund) under the audited consolidated statements for 2019.
The Company convened the first holders' meeting of the Third Phase of the Employee Share Ownership Plan on 22 January 2020, at which the Constitution of the Meeting of the Holders of the Third Phase of the Employee Share Ownership Plan 《( 第三期員工持股 計劃持有人會議章程》), the Resolution in relation to the Establishment of the Management Committee of the Third Phase of Employee Share Ownership Plan and Authorization to the Management Committee to be Responsible for Matters Relevant to the Employee Share Ownership Plan (《關於設立第三期員工持股計劃管理委員會並授權管理委員會負責 員工持股計劃管理事宜的議案》) and the Resolution for the Election of the Candidates for the Members of the Management Committee of the Third Phase of the Employee Share Ownership Plan (《關於選舉第三期員工持股計劃管理委員會候選委員的議案》) were considered and approved.
The source of shares of this phase of the employee share ownership plan is as follows: - From 12 June 2019 to 27 June 2019, the Company accumulatively repurchased a total of 31,500,000 A shares through centralized bidding trading, representing approximately 0.35% of its total share capital. The highest, lowest and average prices transacted for such shares were RMB2.13 per share, RMB1.88 per share and RMB1.975 per share, respectively. The total amount paid for such shares was RMB62,223,734.00 (excluding transaction fees).
- From 6 March 2020 to 12 March 2020, the Company accumulatively repurchased a total of 50,000,000 A shares through centralized bidding trading, representing approximately 0.56% of its total share capital. The highest, lowest and average prices transacted for such shares were RMB1.71 per share, RMB1.65 per share and RMB1.69 per share, respectively. The total amount paid for such shares was RMB84,333,550.00 (excluding transaction fees).
As of 12 March 2020, the Company accumulatively repurchased a total of 81,500,000 A shares, representing approximately 0.91% of its total share capital.
Chongqing Iron & Steel Company Limited | 49 |
Section V Significant Events (Continued)
XV. EXPLANATIONS ON OTHER SIGNIFICANT MATTERS (CONTINUED)
-
Other significant events (Continued)
2. The Third Phase of Employee Share Ownership Plan (Continued)
On 11 June 2020, the Company received the Transfer Registration Confirmation from China Securities Depository and Clearing Corporation Limited, and 44,837,800 A shares of the Company held by its securities account designated for share repurchase, representing approximately 0.50% of its total share capital, were transferred to the respective securities account designated for the Third Phase of Employee Share Ownership Plan of the Company by non-transaction transfer on 9 June 2020, at a transfer price of RMB1.80 per share. The shares obtained for the employee share ownership plan shall be subject to a lock-up period commencing from 9 June 2020 to 8 June 2021 according to regulations.
3. Repurchase of A shares of the Company
As authorized at the 2018 annual general meeting, the 2019 first class meeting of A shareholders and the 2019 first class meeting of H shareholders, the Resolution on Repurchase of the Shares of the Company through Centralized Bidding Trading was considered and approved at the 18th meeting of the eighth session of the Board of the Company. For specific details of the repurchase of A shares of the Company, please refer to the Report on the Repurchase of Shares of the Company through Centralized Bidding Trading (Announcement No.: 2020-002) and the Announcement on the Resolutions approved at the 18th Meeting of the Eighth Session of the Board of the Company (Announcement No.: 2020-003) disclosed by the Company on 3 March 2020.
As at the closing date of 6 March 2020, the Company repurchased 10,000,000 A shares through centralized bidding trading under the first repurchase, representing 0.11% of the total share capital of the Company. The highest price and the lowest price transacted for such shares were RMB1.71 per share and RMB1.68 per share, respectively. The total amount paid for such shares was RMB16,967,061.00 (excluding transaction costs). For details, please refer to the Announcement on the First Repurchase of Shares of the Company through Centralized Bidding Trading (Announcement No.: 2020-006) disclosed by the Company on 7 March 2020.
As at the closing date of 12 March 2020, the Company repurchased a total of 50,000,000 A shares through centralized bidding trading, representing approximately 0.56% of its total share capital. The highest, lowest and average price transacted for such shares were RMB1.71 per share, RMB1.65 per share and RMB1.69 per share, respectively. The total amount paid for such shares was RMB84,333,550.00 (excluding transaction costs). As such, the total amount of the repurchase of the Company has reached the cap, and the repurchase plan was fully implemented. For details, please refer to the Announcement on the Result of Repurchase of Shares and Changes in Shareholding Structure (Announcement No.: 2020-007) on disclosed by the Company on 13 March 2020.
50 | 2020 Interim Report |
Section V Significant Events (Continued)
XV. EXPLANATIONS ON OTHER SIGNIFICANT MATTERS (CONTINUED)
-
Other significant events (Continued)
4. The issuance of medium-term notes
On 21 May 2019, the Company held the 2018 annual general meeting, at which the Proposal for the Grant of General Mandate to the Board of Directors to Issue Debt Financing Instruments was considered and approved. The Company was approved to apply to the National Association of Financial Market Institutional Investors (the "NAFMII") for new registration and issuance of debt financing instruments of non-financial enterprises in the inter-bank market (the "Debt Financing Instruments"), including but not limited to medium-term notes and short-term financing bonds, etc. For relevant details, please refer to the Announcement of Resolutions Passed at the 8th Meeting of the Eighth Session of the Board (Announcement No.: 2019-006), the Announcement on Grant of General Mandate to the Board to Issue Debt Financing Instruments (Announcement No.: 2019-009) disclosed by the Company on 29 March 2019 and the Announcement of Resolutions Passed at the 2018 Annual General Meeting, 2019 First Class Meeting of A Shareholders and 2019 First Class Meeting of H Shareholders (Announcement No.: 2019- 017) disclosed on 22 May 2019.
On 2 March 2020, the Company has received the Notice of Acceptance of Registration (Zhong Shi Xie Zhu [2020] No. MTN106) issued by the NAFMII stating that the registration of medium-term notes of the Company has been accepted. The registered amount was RMB1 billion and such registered amount will be effective for 2 years commencing from the date of issue of the notice. Please refer to the Announcement on the Acceptance of Registration of Medium-Term Notes (Announcement No.: 2020-004) disclosed by the Company on 3 March 2020 for details.
From 17 to 18 March 2020, the Company issued the 2020 first tranche of medium-term notes with a principal amount of RMB1 billion and the proceeds raised were fully received on 19 March 2020. Please refer to the Announcement on the Issuance Results of 2020 First Tranche of Medium-Term Notes (Announcement No.: 2020-008) disclosed by the Company on 20 March 2020 for details.
Chongqing Iron & Steel Company Limited | 51 |
Section V Significant Events (Continued)
XV. EXPLANATIONS ON OTHER SIGNIFICANT MATTERS (CONTINUED)
-
Other significant events (Continued)
4. The issuance of medium-term notes (Continued)
On 16 June 2020, the Company held the 2019 annual general meeting, at which the Proposal for the Issuance of Medium-Term Notes by the Company was considered and approved. The Company was approved to apply to the National Association of Financial Market Institutional Investors (the "NAFMII") and relevant competent regulatory authorities for new registration and issuance of the medium-term notes. On the same day, the Company held the 23rd meeting of the eighth session of the board of directors, at which the Proposal for the Application for the Issuance of Medium-Term Notes and the Grant of Mandate to the Management by the Board to Handle Matters in Relation to the Issuance of Medium-Term Notes was considered and approved. According to the mandate obtained at the general meeting of the Company, the Board authorized the management to determine matters including the issue size, specific terms and conditions of medium- term notes of the Company, subject to a maximum amount of not exceeding RMB2 billion and within 24 months from the date of the approval of the proposal at the general meeting. For relevant details, please refer to the Announcement on Issuance of Medium- Term Notes by the Company (Announcement No.: 2020-026) disclosed by the Company on 23 May 2020, the Announcement of Resolutions Passed at the 2019 Annual General Meeting (Announcement No.: 2020-029) and the Announcement of Resolutions Passed at the 23rd Meeting of the Eighth Session of the Board (Announcement No.: 2020-030) disclosed on 17 June 2020.
Currently, the Company has received the Notice of Acceptance of Registration (Zhong Shi Xie Zhu [2020] No. MTN736) issued by the NAFMII stating that the registration of medium- term notes of the Company has been accepted. The registered amount was RMB2 billion and such registered amount will be effective for 2 years commencing from the date of issue of the notice. Please refer to the Announcement on the Acceptance of Registration of Medium-Term Notes (Announcement No.: 2020-037) disclosed by the Company on 9 July 2020 for details.
52 | 2020 Interim Report |
Section V Significant Events (Continued)
XV. EXPLANATIONS ON OTHER SIGNIFICANT MATTERS (CONTINUED)
-
Other significant events (Continued)
5. Joint establishment of special fund for acquisition of Chonggang Group through capital contribution
On 27 March 2020, the Resolution on Related Investment in relation to Joint Establishment of Special Fund for Acquisition of Chonggang Group through Capital Contribution was considered and approved at the 20th meeting of the eighth session of the board of directors of the Company. The Company was approved to participate, as a limited partner, in the joint establishment of a partnership for the bidding of 100% equity interest in Chongqing Iron & Steel (Group) Co., Ltd. ("Chonggang Group") through capital contribution. Such issue has been submitted to the general meeting for consideration. Please refer to the Announcement of Resolutions Passed at the 20th Meeting of the Eighth Session of the Board (Announcement No.: 2020-010) and the Announcement on Related Investment in relation to Joint Establishment of Special Fund for Acquisition of Chonggang Group through Capital Contribution disclosed by the Company on 30 March 2020 for details.
On 29 April 2020, the Resolution on Supplemental Matters of Related Investment in relation to Joint Establishment of Special Fund for Acquisition of Chonggang Group through Capital Contribution was considered and approved at the 21st meeting of the eighth session of the board of directors of the Company. On the basis of the principles and matters determined in the Resolution on Related Investment in relation to Joint Establishment of Special Fund for Acquisition of Chonggang Group through Capital Contribution, it further clarified, among other things, the specific plans and methods of the Company to secure the assets it intended to acquire as a limited partner, other parties participating in the joint establishment of the partnership through capital contribution and the terms of agreements.
Since the subject assets listed for sale were the entire equity interest in Chonggang Group, and the Company only intended to purchase some of its assets and the equity of some of its subsidiaries, the Company intended to jointly establish the partnership with Siyuanhe Investment and Sichuan Desheng Group Vanadium & Titanium Co., Ltd. or their designated entities to obtain the total equity interest in Chonggang Group in accordance with the bidding process, and subsequently obtain the target assets it intended to acquire by means of dissolution and distribution of assets of the partnership. Please refer to the Further Announcement on Related Investment in relation to Joint Establishment of Special Fund for Acquisition of Chonggang Group through Capital Contribution (Announcement No.: 2020-024) disclosed by the Company on 30 April 2020 for details.
Chongqing Iron & Steel Company Limited | 53 |
Section V Significant Events (Continued)
XV. EXPLANATIONS ON OTHER SIGNIFICANT MATTERS (CONTINUED)
- Other significant events (Continued)
-
Joint establishment of special fund for acquisition of Chonggang Group through capital contribution (Continued)
On 16 June 2020, the Resolution on Related Investment in relation to Joint Establishment of Special Fund for Acquisition of Chonggang Group through Capital Contribution was considered and approved at the 2019 annual general meeting of the Company.
In terms of the Company's joint establishment of a partnership for acquisition of Chonggang Group through capital contribution, the uncertainty lies in the chance of successful public bidding and the bidding price subsequently.
The Company will pay sufficient attention to and guard against the risks, and implement strict risk control as per requirements of laws and regulations in the establishment of the partnership; during the process, it will devote greater efforts to feasibility demonstration and value analysis over the project, and reduce investment risks through reasonable transaction structure design and rigid project risk evaluation and control system.
The Company will fulfil its information disclosure obligation based on subsequent business progress in strict accordance with relevant laws and regulations in a timely manner. - Establishment of joint venture through capital contribution
On 27 March 2020, the Company held the 20th meeting of the eighth session of the board of directors, at which the Resolution in relation to the Related Party Transaction on Establishment of Baowu Raw Materials Procurement Service Company Limited through Joint Contribution was considered and approved. Considering the business development needs of the Company, the Company proposed to establish Baowu Raw Materials Procurement Service Company Limited (寶武原料採購服務有限公司) ("Baowu Raw Materials" or "JV Company", a preliminary name subject to industrial and commercial registration) with its internal funds of RMB40 million in cooperation with Baowu Group, Baoshan Iron & Steel Co., Ltd. (寶山鋼鐵股份有限公司), Magang (Group) Holding Co., Ltd. (馬鋼(集團)控股有限公司), WISCO Echeng Steel Company Limited (武漢鋼鐵集團鄂城鋼 鐵有限責任公司) and SGIS Songshan Co., Ltd. (廣東韶鋼松山股份有限公司) through joint contribution. Please refer to the Announcement on Connected Transaction in relation to Establishment of Joint Venture through Capital Contribution (Announcement No.: 2020- 014) disclosed by the Company on 30 March 2020 for details.
-
Joint establishment of special fund for acquisition of Chonggang Group through capital contribution (Continued)
54 | 2020 Interim Report |
Section V Significant Events (Continued)
XV. EXPLANATIONS ON OTHER SIGNIFICANT MATTERS (CONTINUED)
-
Other significant events (Continued)
6. Establishment of joint venture through capital contribution (Continued)
So far, the industrial and commercial registration of such joint venture has been completed. The relevant registration information is set out below:
Enterprise name: Baowu Raw Materials Procurement Service Company Limited
Unified social credit code: 91310000MA1H34T49Q
Enterprise type: other limited liability company
Registered address: Room 1108, No. 188A, Ye Sheng Road, Lingang New City Area, Pilot Free Trade Zone, Shanghai, the PRC
Legal representative: Zhang Dianbo
Registered capital: RMB500 million
Scope of business: general items: engaged in import and export of merchandise (mainly bulk raw materials and fuels) and technologies, domestic trade (except for items otherwise stipulated), international trade; freight forwarding, shipping agency, trading of coal, wholesale and retail of coal, third party logistics services (involving no carriage), oceangoing, offshore and riparian chartering, E-commerce (except for value- added telecommunication services and financial engagements). (Except for projects that are subject to approval in accordance with the laws, the business activities should be conducted independently with the business license(s) in accordance with the laws)
7. Proposed change of the de facto controller
On 27 December 2019, the Company was informed by Siyuanhe Investment, the de facto controller of the Company, that Siyuanhe Investment and Baowu Group had signed a Letter of Intent, pursuant to which Baowu Group intends to become the de facto controller of the Company. Please refer to the Indicative Announcement on Execution of the Letter of Intent by the De Facto Controller of the Company and Proposed Change of Control (2019-047) disclosed by the Company on 28 December 2019 for details..
As agreed by Siyuanhe Investment and Baowu Group, the term for the proposed transaction commenced from 27 December 2019 and will mature on 30 June 2020. In case of failing to fulfil necessary procedures within the term, the parties can extend the term for the proposed transaction through agreement.
Chongqing Iron & Steel Company Limited | 55 |
Section V Significant Events (Continued)
XV. EXPLANATIONS ON OTHER SIGNIFICANT MATTERS (CONTINUED)
- Other significant events (Continued)
-
Proposed change of the de facto controller (Continued)
On 29 June 2020, the Company received Letter on Matters in Relation to the Letter of Intent from Siyuanhe Investment. The Company noted that, following the entering into of the Letter of Intent, Siyuanhe Investment and Baowu Group had been working closely on implementing works on the proposed transaction. As of 29 June 2020, Baowu Group was performing internal decision-making and approval procedures. Siyuanhe Investment and Baowu Group as well as other parties involved in the proposed transaction will strive to accomplish the decision-making and approval procedures for the proposed transaction as soon as possible despite of the impact of COVID-19 on the progress, so as to complete the proposed transaction as early as possible and procure Baowu Group to be the de facto controller of the Company.
Certain terms in the original Letter of Intent may change but the relevant changes will not affect Baowu Group's becoming of the de facto controller of the Company. The Company will pay continuous attention to the subsequent progress. After Siyuanhe Investment and Baowu Group have entered into a formal transaction agreement, the Company will fulfill its information disclosure obligations in a timely manner in strict compliance with relevant laws and regulations. - Online bidding for acquisition of equity interest
On 27 March 2020, the Company held the 20th meeting of the eighth session of the board of directors, at which The Resolution in Relation to Participation in Online Bidding for Acquisition of 100% Equity Interest in Chongqing Qianxin Energy Environmental Protection Company Limited (重慶千信能源環保有限公司) was considered and approved. The Company was approved to participate in the online bidding for 100% equity interest in Chongqing Qianxin Energy Environmental Protection Company Limited ("Qianxin Energy") held by Chongqing Qianxin Group Co., Ltd. ("Qianxin Group") based on its needs for business development, and the management was authorized to sign relevant agreements, documents and handle other related specific matters in accordance with relevant procedures and laws and regulations. Please refer to the Announcement of Resolutions Passed at the 20th Meeting of the Eighth Session of the Board (Announcement No.: 2020-010) disclosed by the Company on 30 March 2020 for details.
On 15 July 2020, the Company and Qianxin Group signed the Equity Transaction Contract in Changshou District, Chongqing. The price of the equity transfer was RMB836,623,600. The Equity Transaction Contract shall come into effect from the date of signing and sealing by the Company and Qianxin Group, i.e., 15 July 2020. Please refer to the Further Announcement on Participation in Online Bidding for Acquisition of 100% Equity Interest in Chongqing Qianxin Energy Environmental Protection Company Limited (Announcement No.: 2020-042) disclosed by the Company on 16 July 2020 for details.
-
Proposed change of the de facto controller (Continued)
56 | 2020 Interim Report |
Section VI Movement of Ordinary Shares and the Particulars of Shareholders
- INFORMATION ON CHANGES IN SHARE CAPITAL
- Table of movement of shares
-
Table of movement of shares
During the Reporting Period, the total number of shares and the structure of the share capital of the Company remained unchanged. - Explanation on movement of shares
-
Table of movement of shares
Applicable ✓ Not applicable
3. Impact on financial indicators such as earnings per share and net assets per share from change in shares occurred from the Reporting Period up to the disclosure date of the interim report (if applicable)
Applicable ✓ Not applicable
4. Other information considered necessary by the Company or required by regulators to be disclosed
Applicable ✓ Not applicable
(II) Information on Changes in Lock-up Shares
Applicable | ✓ | Not applicable |
II. PARTICULARS OF SHAREHOLDERS
(I) Total number of shareholders:
Total number of ordinary shareholders as of the end of the Reporting | |
Period | 145,157 |
Total number of preferential shareholders with resumed voting rights as | |
of the end of the Reporting Period | 0 |
Chongqing Iron & Steel Company Limited | 57 |
Section VI Movement of Ordinary Shares and the Particulars of Shareholders (Continued)
- PARTICULARS OF SHAREHOLDERS (CONTINUED)
- Table of Shareholdings of the Top Ten Shareholders, Top Ten Tradable Share Holders (or Shareholders Without Trading Limitations) as of the End of the Reporting Period
Unit: share | |||||||
Shareholdings of top ten shareholders | |||||||
Number of | Pledged or frozen | ||||||
Increase/ | shares held | Number | |||||
Decrease | as at the | of shares | |||||
during | end of the | held subject | |||||
Name of shareholder | Reporting | Reporting | to trading | Status of | Type of | ||
(full name) | Period | Period | Percentage | moratorium | shares | Number | shareholder |
(%) | |||||||
Chongqing Changshou Iron & | 0 | 2,096,981,600 | 23.51 | 0 | Pledged | 2,096,981,600 | Domestic non- |
Steel Company Limited | state-owned | ||||||
legal person | |||||||
HKSCC NOMINEES LIMITED | -400 | 531,217,021 | 5.96 | 0 | Unknown | - | Foreign legal |
person | |||||||
Chongqing Qianxin Energy | 0 | 427,195,760 | 4.79 | 0 | Pledged | 427,190,070 | Unknown |
Environmental Protection | |||||||
Company Limited | |||||||
Chongqing Rural Commercial | 0 | 289,268,939 | 3.24 | 0 | Nil | 0 | Unknown |
Bank Co., Ltd. | |||||||
Chongqing Guochuang | 0 | 278,288,059 | 3.12 | 0 | Nil | 0 | Unknown |
Investment and Management | |||||||
Co., Ltd. | |||||||
Sinosteel Equipment & | 0 | 252,411,692 | 2.83 | 0 | Nil | 0 | Unknown |
Engineering Co., Ltd. | |||||||
Bank of Chongqing Co., Ltd. | 0 | 226,042,920 | 2.53 | 0 | Nil | 0 | Unknown |
Industrial Bank Co., Ltd. | 0 | 219,633,096 | 2.46 | 0 | Nil | 0 | Unknown |
Chongqing Branch | |||||||
Agricultural Bank of China | 0 | 216,403,628 | 2.43 | 0 | Nil | 0 | Unknown |
Limited Chongqing Branch | |||||||
China Shipbuilding Industry | 0 | 211,461,370 | 2.37 | 0 | Nil | 0 | Unknown |
Complete Logistics Co., Ltd. | |||||||
(中船工業成套物流有限公司) |
58 | 2020 Interim Report |
Section VI Movement of Ordinary Shares and the Particulars of Shareholders (Continued)
- PARTICULARS OF SHAREHOLDERS (CONTINUED)
- Table of Shareholdings of the Top Ten Shareholders, Top Ten Tradable Share Holders (or Shareholders Without Trading Limitations) as of the End of the Reporting Period (Continued)
Shareholdings of Top Ten Shareholders Without Trading Limitations
Shareholdings | Type and number of shares | ||
of tradable | |||
shares without | |||
trading | |||
Name of shareholder | limitations | Type | Number |
Chongqing Changshou Iron & Steel Company Limited | 2,096,981,600 | RMB denominated | 2,096,981,600 |
ordinary shares | |||
HKSCC NOMINEES LIMITED | 531,217,021 | Overseas listed | 531,217,021 |
foreign shares | |||
Chongqing Qianxin Energy Environmental Protection | 427,195,760 | RMB denominated | 427,195,760 |
Company Limited | ordinary shares | ||
Chongqing Rural Commercial Bank Co., Ltd. | 289,268,939 | RMB denominated | 289,268,939 |
ordinary shares | |||
Chongqing Guochuang Investment and Management | 278,288,059 | RMB denominated | 278,288,059 |
Co., Ltd. | ordinary shares | ||
Sinosteel Equipment & Engineering Co., Ltd. | 252,411,692 | RMB denominated | 252,411,692 |
ordinary shares | |||
Bank of Chongqing Co., Ltd. | 226,042,920 | RMB denominated | 226,042,920 |
ordinary shares | |||
Industrial Bank Co., Ltd. Chongqing Branch | 219,633,096 | RMB denominated | 219,633,096 |
ordinary shares | |||
Agricultural Bank of China Limited Chongqing Branch | 216,403,628 | RMB denominated | 216,403,628 |
ordinary shares | |||
China Shipbuilding Industry Complete Logistics Co., | 211,461,370 | RMB denominated | 211,461,370 |
Ltd. (中船工業成套物流有限公司) | ordinary shares |
Chongqing Iron & Steel Company Limited | 59 |
Section VI Movement of Ordinary Shares and the Particulars of Shareholders (Continued)
- PARTICULARS OF SHAREHOLDERS (CONTINUED)
- Table of Shareholdings of the Top Ten Shareholders, Top Ten Tradable Share Holders (or Shareholders Without Trading Limitations) as of the End of the Reporting Period (Continued)
The above shareholders' connected relationship or concerted action
There is no connection between Chongqing Changshou Iron
- Steel Company Limited, the controlling shareholder of the Company, and the other 9 shareholders, nor are they persons acting in concert regulated in Measures for Management on Information Disclosure of Changes in Shareholdings of Listed Companies' Shareholders. The Company is not aware of any connected relationship among the other 9 shareholders or whether they are acting in concert.
Preferential shareholders with resumed voting rights N/A and their shareholding
Shareholdings and Trading Limitations of Top Ten Shareholders with Trading Limitations
Applicable ✓ Not applicable
- Strategic investors or ordinary legal persons who became top ten shareholders due to placing of new shares
Applicable ✓ Not applicable
- CHANGES IN THE CONTROLLING SHAREHOLDER OR THE DE FACTO CONTROLLER
Applicable ✓ Not applicable
60 | 2020 Interim Report |
Section VII Related Information on Preference Shares
Applicable ✓ Not applicable
Chongqing Iron & Steel Company Limited | 61 |
Section VIII Directors, Supervisors and Senior Management
- INFORMATION ON CHANGES IN SHAREHOLDINGS
- Changes in shareholdings of directors, supervisors and senior management currently holding office or having resigned during the Reporting Period
✓ | Applicable | Not applicable | |||||
Unit: share | |||||||
Increase/ | |||||||
Shareholding | Decrease in | ||||||
at the | shareholding | ||||||
beginning of | Shareholding | during the | Reason for | ||||
the Reporting | at the end of the | Reporting | changes in | ||||
Name | Title | Period | Reporting Period | Period | shareholding | ||
Wang Li | Director | 113,800 | 113,800 | 0 | No change Other | ||
explanations | |||||||
Other Information | |||||||
Applicable | Not applicable | ||||||
✓ | |||||||
- Information on incentive share option granted to directors, supervisors and senior management during the Reporting Period
Applicable ✓ Not applicable
62 | 2020 Interim Report |
Section VIII Directors, Supervisors and Senior Management (Continued)
- C H A N G E S I N D I R E C T O R S , S U P E R V I S O R S A N D S E N I O R MANAGEMENT OF THE COMPANY
✓ | Applicable | Not applicable | ||
Name | Position | Change | ||
Zhang Jingang | Chairman | Election | ||
Liu Jianrong | Director | Election | ||
Zou An | Director | Election | ||
Zhou Ping | Director | Election | ||
Wu Xiaoping | Chairman of the Supervisory Committee | Election | ||
Wang Cunlin | Supervisor | Election | ||
Xu Xudong | Supervisor | Election | ||
Zhao Wei | Staff Representative Supervisor | Election | ||
Zou An | Chief Financial Officer | Appointment | ||
Zhou Zhuping | Chairman | Resigned | ||
Li Yongxiang | Director | Resigned | ||
Wang Li | Director | Resigned | ||
Zhang Shuogong | Director | Resigned | ||
Zhang Wenxue | Chairman of the Supervisory Committee | Resigned | ||
Lu Junyong | Supervisor | Resigned | ||
Yin Dong | Supervisor | Resigned | ||
Xiao Yuxin | Staff Representative Supervisor | Resigned | ||
Lv Feng | Chief Financial Officer | Resigned | ||
Wang Bulin | Deputy General Manager | Resigned |
Details on changes in directors, supervisors and senior management of the Company
✓ | Applicable | Not applicable | |
Chongqing Iron & Steel Company Limited | 63 |
Section VIII Directors, Supervisors and Senior Management (Continued)
- C H A N G E S I N D I R E C T O R S , S U P E R V I S O R S A N D S E N I O R MANAGEMENT OF THE COMPANY (CONTINUED)
- Details on changes in directors of the Company
- On 15 June 2020, the Company received written resignation letters from Mr. Zhou Zhuping, the chairman of the Company; and Mr. Li Yongxiang, Mr. Wang Li and Mr. Zhang Shuogong, directors of the Company. Due to work adjustments, Mr. Zhou Zhuping resigned from the position as the chairman, a director and other positions of the eighth session of the Board; and Mr. Li Yongxiang, Mr. Wang Li and Mr. Zhang Shuogong resigned, respectively, from the position as a director and other positions of the eighth session of the Board. Their resignations shall be subject to the election of new directors at the general meeting of the Company.
-
On 9 July 2020, the Company convened the 2020 first extraordinary general meeting, at which Mr. Zhang Jingang, Mr. Liu Jianrong, Mr. Zou An and Mr. Zhou Ping were elected as directors of the eighth session of the Board of the Company.
On the same date, the Company convened the 24th meeting of the eighth session of the Board, at which Mr. Zhang Jingang was elected as the chairman of the Company.
- Details on changes in supervisors of the Company
- On 15 June 2020, the Company received written resignation letters from Mr. Zhang Wenxue, the Chairman of the Supervisory Committee, and Mr. Lu Junyong and Mr. Yin Dong, supervisors of the Company. Due to work adjustments, Mr. Zhang Wenxue resigned from the position as the Chairman and a supervisor of the Supervisory Committee, and Mr. Lu Junyong and Mr. Yin Dong resigned, respectively, from the position as a supervisor of the Company. Their resignations shall be subject to the election of new supervisors at the general meeting of the Company.
-
On 9 July 2020, the Company convened the 2020 first extraordinary general meeting, at which Mr. Wu Xiaoping, Mr. Wang Cunlin and Mr. Xu Xudong were elected as supervisors of the eighth session of the Supervisory Committee.
On the same date, the Company convened the 16th meeting of the eighth session of the Supervisory Committee, at which Mr. Wu Xiaoping was elected as the chairman of the Supervisory Committee of the Company. - Due to work adjustments, Mr. Xiao Yuxin resigned from the position as a staff representative supervisor of the Supervisory Committee with effect from 12 August 2020.
On 12 August 2020, the Company convened the 4th joint meeting of the first session of staff congress, at which Mr. Zhao Wei was elected as a staff representative supervisor of the eighth session of the Supervisory Committee of the Company.
64 | 2020 Interim Report |
Section VIII Directors, Supervisors and Senior Management (Continued)
- C H A N G E S I N D I R E C T O R S , S U P E R V I S O R S A N D S E N I O R MANAGEMENT OF THE COMPANY (CONTINUED)
- Details on changes in senior management of the Company
-
On 27 March 2020, Mr. Lv Feng requested to resign from the position as the chief financial officer (the financial controller). Upon his resignation from such position, Mr. Lv Feng still holds the position as a deputy general manager of the Company.
On the same date, the Company convened the 20th meeting of the eighth session of the Board, at which Mr. Zou An was elected as the chief financial officer (the financial controller) of the Company. - On 9 July 2020, the Company received a written resignation letter from Mr. Wang Bulin, a deputy general manager of the Company. Due to work adjustments, Mr. Wang Bu Lin resigned from the position as a deputy general manager of the Company.
-
On 27 March 2020, Mr. Lv Feng requested to resign from the position as the chief financial officer (the financial controller). Upon his resignation from such position, Mr. Lv Feng still holds the position as a deputy general manager of the Company.
III. OTHER EXPLANATIONS
Applicable ✓ Not applicable
Chongqing Iron & Steel Company Limited | 65 |
Section IX Relevant Information on Corporate Bond
Applicable ✓ Not applicable
66 | 2020 Interim Report |
Section X Financial Report Consolidated Statement of Financial Position
As at 30 June 2020
-
AUDITOR'S REPORT
Applicable ✓ Not applicable
- FINANCIAL STATEMENTS
Unit: RMB '000 Currency: RMB | |||
Items | Note VII | 30 June 2020 | 31 December 2019 |
Current assets: | |||
Cash and bank balances | 1 | 3,208,632 | 1,783,747 |
Financial assets held for trading | 2 | - | 400,000 |
Trade receivables | 3 | 11,747 | 5,610 |
Receivables financing | 4 | 2,528,817 | 861,373 |
Prepayments | 5 | 647,644 | 751,498 |
Other receivables | 6 | 7,203 | 78,132 |
Inventories | 7 | 2,979,319 | 3,931,513 |
Other current assets | 8 | 5,055 | 43,410 |
Total current assets | 9,388,417 | 7,855,283 | |
Non-current assets: | |||
Long-term equity investments | 10 | 28,258 | 28,258 |
Other equity investments | 9 | 15,000 | 5,000 |
Property, plant and equipment | 11 | 16,112,970 | 16,442,264 |
Construction in progress | 12 | 637,162 | 171,858 |
Intangible assets | 13 | 2,361,008 | 2,392,114 |
Deferred tax assets | 14 | 68,436 | 68,436 |
Other non-current assets | 15 | - | 12,513 |
Total non-current assets | 19,222,834 | 19,120,443 | |
Total assets | 28,611,251 | 26,975,726 | |
The accompanying notes form an integral part of these financial statements
Chongqing Iron & Steel Company Limited | 67 |
Section X Financial Report
Consolidated Statement of Financial Position (Continued)
As at 30 June 2020
- FINANCIAL STATEMENTS (CONTINUED)
Items | Note VII | 30 June 2020 | 31 December 2019 |
Current liabilities: | |||
Short-term borrowings | 17 | 695,273 | 384,528 |
Notes payable | 18 | 88,805 | 91,127 |
Trade payables | 19 | 2,104,786 | 1,726,883 |
Contract liabilities | 20 | 1,175,270 | 1,145,615 |
Employee benefits payable | 21 | 125,703 | 257,143 |
Taxes payable | 22 | 146,648 | 70,867 |
Other payables | 23 | 555,798 | 421,768 |
Non-current liabilities due within one year | 24 | 456,526 | 841,576 |
Other current liabilities | 152,785 | 150,208 | |
Total current liabilities | 5,501,594 | 5,089,715 | |
Non-current liabilities: | |||
Bonds payable | 25 | 993,347 | - |
Long-term payables | 26 | 333,333 | - |
Long-term employee benefits payable | 27 | 175,707 | 201,737 |
Deferred income | 28 | 37,086 | 38,271 |
Other non-current liabilities | 29 | 2,050,000 | 2,250,000 |
Total non-current liabilities | 3,589,473 | 2,490,008 | |
Total liabilities | 9,091,067 | 7,579,723 | |
The accompanying notes form an integral part of these financial statements
68 | 2020 Interim Report |
Section X Financial Report Consolidated Statement of Financial Position (Continued)
As at 30 June 2020 | ||||
II. | FINANCIAL STATEMENTS (CONTINUED) | |||
Items | Note VII | 30 June 2020 | 31 December 2019 | |
Owners' equity: | ||||
Share capital | 30 | 8,918,602 | 8,918,602 | |
Capital reserves | 31 | 19,282,147 | 19,282,147 | |
Less: Treasury shares | 32 | 65,940 | 62,314 | |
Special reserves | 33 | 21,025 | 14,573 | |
Surplus reserves | 34 | 606,991 | 606,991 | |
Accumulated losses | 35 | (9,242,641) | (9,363,996) | |
Total owners' equity | 19,520,184 | 19,396,003 | ||
Total liabilities and owners' equity | 28,611,251 | 26,975,726 | ||
The accompanying notes form an integral part of these financial statements
The financial statements have been signed by:
Legal Representative: | Chief accountant: | Head of the accounting department: |
Liu Jianrong | Zou An | Lei Xiaodan |
Chongqing Iron & Steel Company Limited | 69 |
Section X Financial Report
Statement of Financial Position of the Parent Company
As at 30 June 2020
- FINANCIAL STATEMENTS (CONTINUED)
Unit: RMB '000 Currency: RMB | |||
Items | Note XV | 30 June 2020 | 31 December 2019 |
Current assets: | |||
Cash and bank balances | 3,202,852 | 1,779,736 | |
Financial assets held for trading | - | 400,000 | |
Trade receivables | 1 | 11,774 | 5,610 |
Receivables financing | 2,528,817 | 861,373 | |
Prepayments | 609,907 | 707,289 | |
Other receivables | 2 | 7,098 | 78,027 |
Inventories | 2,971,875 | 3,931,513 | |
Other current assets | 4,087 | 43,410 | |
Total current assets | 9,336,410 | 7,806,958 | |
Non-current assets: | |||
Long-term equity investments | 3 | 28,258 | 28,258 |
Other equity investments | 15,000 | 5,000 | |
Property, plant and equipment | 16,112,806 | 16,442,087 | |
Construction in progress | 637,162 | 171,858 | |
Intangible assets | 2,361,008 | 2,392,114 | |
Deferred tax assets | 68,192 | 68,192 | |
Other non-current assets | - | 12,513 | |
Total non-current assets | 19,222,426 | 19,120,022 | |
Total assets | 28,558,836 | 26,926,980 |
The accompanying notes form an integral part of these financial statements
70 | 2020 Interim Report |
Section X Financial Report
Statement of Financial Position of the Parent Company (Continued)
As at 30 June 2020 | ||||
II. | FINANCIAL STATEMENTS (CONTINUED) | |||
Items | Note XV | 30 June 2020 | 31 December 2019 | |
Current liabilities: | ||||
Short-term borrowings | 695,273 | 384,528 | ||
Notes payable | 88,805 | 91,127 | ||
Trade payables | 2,104,540 | 1,726,883 | ||
Contract liabilities | 1,133,379 | 1,105,972 | ||
Employee benefits payable | 125,703 | 257,143 | ||
Taxes payable | 146,538 | 70,398 | ||
Other payables | 555,628 | 421,590 | ||
Non-current liabilities due within one year | 456,526 | 841,576 | ||
Other current liabilities | 147,339 | 144,958 | ||
Total current liabilities | 5,453,731 | 5,044,175 | ||
Non-current liabilities: | ||||
Bonds payable | 993,347 | - | ||
Long-term payables | 333,333 | - | ||
Long-term employee benefits payable | 175,707 | 201,737 | ||
Deferred income | 37,086 | 38,271 | ||
Other non-current liabilities | 2,050,000 | 2,250,000 | ||
Total non-current liabilities | 3,589,473 | 2,490,008 | ||
Total liabilities | 9,043,204 | 7,534,183 | ||
Shareholders' equity: | ||||
Share capital | 8,918,602 | 8,918,602 | ||
Capital reserves | 19,313,090 | 19,313,090 | ||
Less: Treasury shares | 65,940 | 62,314 | ||
Special reserves | 21,025 | 14,573 | ||
Surplus reserves | 577,012 | 577,012 | ||
Accumulated losses | (9,248,157) | (9,368,166) | ||
Total shareholders' equity | 19,515,632 | 19,392,797 | ||
Total liabilities and owners' equity | 28,558,836 | 26,926,980 | ||
The accompanying notes form an integral part of these financial statements
Chongqing Iron & Steel Company Limited | 71 |
Section X Financial Report
Consolidated Income Statement
For the six months ended 30 June 2020
- FINANCIAL STATEMENTS (CONTINUED)
Unit: RMB '000 Currency: RMB | |||||
For the | For the | ||||
six months ended | six months ended | ||||
Items | Note VII | 30 June 2020 | 30 June 2019 | ||
I. | Revenue | 36 | 10,927,367 | 11,483,560 | |
Less: Cost of sales | 36 | 10,342,993 | 10,342,032 | ||
Taxes and surcharges | 37 | 88,595 | 92,194 | ||
Distribution and selling expenses | 38 | 53,355 | 45,161 | ||
General and administrative | |||||
expenses | 39 | 244,093 | 330,030 | ||
Finance expenses | 40 | 90,148 | 75,985 | ||
Including: Interest expenses | 110,693 | 106,499 | |||
Interest income | 23,202 | 33,469 | |||
Add: | Other income | 41 | 6,515 | 1,227 | |
Investment income | 42 | 6,791 | 5,351 | ||
II. | Operating profit | 121,489 | 604,736 | ||
Add: | Non-operating income | 43 | 684 | 13,252 | |
Less: Non-operating expenses | 44 | 747 | 665 | ||
III. | Total profit | 121,426 | 617,323 | ||
Less: Income tax expenses | 45 | 71 | 1,595 | ||
The accompanying notes form an integral part of these financial statements
72 | 2020 Interim Report |
Section X Financial Report
Consolidated Income Statement (Continued)
For the six months ended 30 June 2020
- FINANCIAL STATEMENTS (CONTINUED)
For the | For the | ||
six months ended | six months ended | ||
Items | Note VII | 30 June 2020 | 30 June 2019 |
IV. Net Profit | 121,355 | 615,728 |
- Breakdown by continuity of operations
1. Net profit from continuing
operations | 121,355 | 615,728 | ||
(2) | Breakdown by attributable | |||
interests | ||||
1. | Net profit attributable to | |||
shareholders of the parent | 121,355 | 615,728 | ||
2. | Non-controlling interests | - | - | |
- Other comprehensive income after
tax | 121,355 | 615,728 | |
VI. | Total comprehensive income | 121,355 | 615,728 |
Total comprehensive income | |||
attributable to shareholders of | |||
the parent | 121,355 | 615,728 | |
Total comprehensive income | |||
attributable to non-controlling | |||
interests | - | - | |
VII. | Earnings per share: | 46 |
- Basic earnings per share
(RMB/share) | 0.01 | 0.07 |
- Diluted earnings per share
(RMB/share) | 0.01 | 0.07 |
The accompanying notes form an integral part of these financial statements
Chongqing Iron & Steel Company Limited | 73 |
Section X Financial Report
Income Statement of the Parent Company
For the six months ended 30 June 2020
- FINANCIAL STATEMENTS (CONTINUED)
Unit: RMB '000 Currency: RMB | |||||
For the | For the | ||||
six months ended | six months ended | ||||
Items | Note XVI | 30 June 2020 | 30 June 2019 | ||
I. | Revenue | 4 | 10,933,097 | 11,486,217 | |
Less: Cost of sales | 4 | 10,350,437 | 10,350,441 | ||
Taxes and surcharges | 88,528 | 91,997 | |||
Distribution and selling expenses | 53,116 | 44,950 | |||
General and administrative | |||||
expenses | 244,093 | 330,030 | |||
Finance expenses | 90,157 | 75,989 | |||
Including: Interest expenses | 110,693 | 106,499 | |||
Interest income | 23,193 | 33,463 | |||
Add: | Other income | 6,515 | 1,227 | ||
Investment income | 5 | 6,791 | 9,571 | ||
II. | Operating profit | 120,072 | 603,608 | ||
Add: | Non-operating income | 684 | 13,252 | ||
Less: Non-operating expenses | 747 | 665 | |||
III. | Total profit | 120,009 | 616,195 | ||
Less: Income tax expenses | - | - | |||
IV. | Net Profit | 120,009 | 616,195 | ||
Breakdown by continuity of operations |
1. Net profit from continuing
operations | 120,009 | 616,195 |
- Other comprehensive income
after tax | 120,009 | 616,195 |
VI. Total comprehensive income | 120,009 | 616,195 |
The accompanying notes form an integral part of these financial statements
74 | 2020 Interim Report |
Section X Financial Report Consolidated Statement of Changes in Equity
For the six months ended 30 June 2020
- FINANCIAL STATEMENTS (CONTINUED)
Unit: RMB'000 | Currency: RMB | ||||||||
Six months ended 30 June 2020 | |||||||||
Total equity attributable to shareholders of the parent company | |||||||||
Less: | Other | Non- | Total | ||||||
Share | Capital | Treasury | comprehensive | Special | Surplus | Accumulated | controlling | shareholders' | |
Items | capital | reserves | shares | income | reserves | reserves | losses | interests | equity |
- Closing balances of the preceding year and opening
balances of the current period | 8,918,602 | 19,282,147 | 62,314 | - | 14,573 | 606,991 | (9,363,996) | - | 19,396,003 |
- Changes in the current period
(decrease is represented by "-") | - | - | 3,626 | - | 6,452 | - | 121,355 | - | 124,181 | |
(I) | Total comprehensive income | - | - | - | - | - | - | 121,355 | - | 121,355 |
- Shareholders' contribution and decrease in share
capital | - | - | 3,626 | - | - | - | - | - | (3,626) | |||
1. | Others | - | - | 3,626 | - | - | - | - | - | (3,626) | ||
(III) | Special reserves | - | - | - | - | 6,452 | - | - | - | 6,452 | ||
1. | Amount established during the period | - | - | - | - | 12,954 | - | - | - | 12,954 | ||
2. | Amount utilized during the period | - | - | - | - | 6,502 | - | - | - | 6,502 | ||
III. | Closing balance for the period | 8,918,602 | 19,282,147 | 65,940 | - | 21,025 | 606,991 | (9,242,641) | - | 19,520,184 | ||
The accompanying notes form an integral part of these financial statements
Chongqing Iron & Steel Company Limited | 75 |
Section X Financial Report
Consolidated Statement of Changes in Equity (Continued)
For the six months ended 30 June 2020
- FINANCIAL STATEMENTS (CONTINUED)
Six months ended 30 June 2019 | |||||||||
Total equity attributable to shareholders of the parent company | |||||||||
Less: | Other | Non- | Total | ||||||
Share | Capital | Treasury | comprehensive | Special | Surplus | Accumulated | controlling | shareholders' | |
Items | capital | reserves | shares | income | reserves | reserves | losses | interests | equity |
- Closing balances of the preceding year and opening
balances of the current period | 8,918,602 | 19,282,147 | - | - | 13,644 | 606,991 | (10,289,719) | - | 18,531,665 |
- Changes in the current period
(decrease is represented by "-") | - | - | 62,314 | - | 8,604 | - | 615,728 | - | 562,018 | |
(I) | Total comprehensive income | - | - | - | - | - | - | 615,728 | - | 615,728 |
- Shareholders' contribution and decrease in share
capital | - | - | 62,314 | - | - | - | - | - | (62,314) | |||
1. | Others | - | - | 62,314 | - | - | - | - | - | (62,314) | ||
(III) | Special reserves | - | - | - | - | 8,604 | - | - | - | 8,604 | ||
1. | Amount established during the period | - | - | - | - | 12,840 | - | - | - | 12,840 | ||
2. | Amount utilized during the period | - | - | - | - | 4,236 | - | - | - | 4,236 | ||
III. | Closing balance for the period | 8,918,602 | 19,282,147 | 62,314 | - | 22,248 | 606,991 | (9,673,991) | - | 19,093,683 | ||
The accompanying notes form an integral part of these financial statements
76 | 2020 Interim Report |
Section X Financial Report Statement of Changes in Equity of the Parent Company
For the six months ended 30 June 2020
- FINANCIAL STATEMENTS (CONTINUED)
Unit: RMB'000 | Currency: RMB | ||||||||
Six months ended 30 June 2020 | |||||||||
Less: | Other | Total | |||||||
Share | Capital | Treasury | comprehensive | Special | Surplus | Accumulated | shareholders' | ||
Items | capital | reserves | shares | income | reserves | reserves | losses | equity | |
- Closing balances of the preceding year and opening balances of the current
period | 8,918,602 | 19,313,090 | 62,314 | - | 14,573 | 577,012 | (9,368,166) | 19,392,797 | |
II. Changes in the current period | |||||||||
(decrease is represented by "-") | - | - | 3,626 | - | 6,452 | - | 120,009 | 122,835 | |
(I) | Total comprehensive income | - | - | - | - | - | - | 120,009 | 120,009 |
(II) | Shareholders' contribution and | ||||||||
decrease in share capital | - | - | 3,626 | - | - | - | - | (3,626) | |
1. Others | - | - | 3,626 | - | - | - | - | (3,626) | |
(III) | Special reserves | - | - | - | - | 6,452 | - | - | 6,452 |
1. Amount established during the
period | - | - | - | - | 12,954 | - | - | 12,954 | |
2. | Amount utilized during the period | - | - | - | - | 6,502 | - | - | 6,502 |
III. Closing balance for the period | 8,918,602 | 19,313,090 | 65,940 | - | 21,025 | 577,012 | (9,248,157) | 19,515,632 | |
Six months ended 30 June 2019 | |||||||||
Less: | Other | Total | |||||||
Share | Capital | Treasury | comprehensive | Special | Surplus | Accumulated | shareholders | ||
Items | capital | reserves | shares | income | reserves | reserves | losses | ' equity | |
- Closing balances of the preceding year and opening balances of the current
period | 8,918,602 | 19,313,090 | - | - | 13,644 | 577,012 | (10,292,036) | 18,530,312 | |
II. Changes in the current period | |||||||||
(decrease is represented by "-") | - | - | 62,314 | - | 8,604 | - | 616,195 | 562,485 | |
(I) | Total comprehensive income | - | - | - | - | - | - | 616,195 | 616,195 |
(II) | Shareholders' contribution and | ||||||||
decrease in share capital | - | - | 62,314 | - | - | - | - | (62,314) | |
1. Others | - | - | 62,314 | - | - | - | - | (62,314) | |
(III) | Special reserves | - | - | - | - | 8,604 | - | - | 8,604 |
1. Amount established during the
period | - | - | - | - | 12,840 | - | - | 12,840 | |
2. | Amount utilized during the period | - | - | - | - | 4,236 | - | - | 4,236 |
III. Closing balance for the period | 8,918,602 | 19,313,090 | 62,314 | - | 22,248 | 577,012 | (9,675,841) | 19,092,797 | |
The accompanying notes form an integral part of these financial statements
Chongqing Iron & Steel Company Limited | 77 |
Section X Financial Report Consolidated Statement of Cash Flows
For the six months ended 30 June 2020
- FINANCIAL STATEMENTS (CONTINUED)
Unit: RMB'000 | Currency: RMB | ||
Six months | Six months | ||
ended 30 | ended 30 | ||
Items | Note VII | June 2020 | June 2019 |
I. Cash flows from operating activities: | |||
Cash received from sale of goods and | |||
rendering of services | 9,248,203 | 10,334,249 | |
Other cash received relating to operating | |||
activities | 47 | 188,980 | 61,079 |
Sub-total of cash inflows from operating | |||
activities | 9,437,183 | 10,395,328 | |
Cash paid for purchase of goods and | |||
services | 8,155,684 | 9,030,724 | |
Cash paid to and on behalf of employees | 650,980 | 743,222 | |
Cash paid for all types of taxes | 279,479 | 365,205 | |
Other cash paid relating to operating | |||
activities | 47 | 268,454 | 167,760 |
Sub-total of cash outflows from operating | |||
activities | 9,354,597 | 10,306,911 | |
Net cash flows from operating activities | 48 | 82,586 | 88,417 |
The accompanying notes form an integral part of these financial statements
78 | 2020 Interim Report |
Section X Financial Report Consolidated Statement of Cash Flows (Continued)
For the six months ended 30 June 2020
- FINANCIAL STATEMENTS (CONTINUED)
Six months | Six months | ||
ended 30 | ended 30 | ||
Items | Note VII | June 2020 | June 2019 |
II. Cash flows from investing activities: | |||
Cash received from disposal of investments | 433,000 | 404,400 | |
Cash received from return on investments | 6,791 | 5,351 | |
Sub-total of cash inflows from investing | |||
activities | 439,791 | 409,751 | |
Cash paid for acquisition of property, plant | |||
and equipment, intangible assets and | |||
other long-term assets | 145,638 | 36,926 | |
Cash paid for acquisition of investments | 43,000 | 587,058 | |
Sub-total of cash outflows from investing | |||
activities | 188,638 | 623,984 | |
Net cash flows from investing activities | 251,153 | (214,233) | |
The accompanying notes form an integral part of these financial statements
Chongqing Iron & Steel Company Limited | 79 |
Section X Financial Report
Consolidated Statement of Cash Flows (Continued)
For the six months ended 30 June 2020
- FINANCIAL STATEMENTS (CONTINUED)
Six months | Six months | ||
ended 30 | ended 30 | ||
Items | Note VII | June 2020 | June 2019 |
III. Cash flows from financing activities: | |||
Cash received from borrowings | 2,004,500 | 105,000 | |
Other cash received relating to financing | |||
activities | 47 | - | 795,088 |
Sub-total of cash inflows from financing | |||
activities | 2,004,500 | 900,088 | |
Cash repayments of borrowings | 870,000 | 200,000 | |
Cash paid for distribution of dividends or | |||
profits, and for interest expenses | 85,445 | 79,446 | |
Other cash paid relating to financing | |||
activities | 47 | 9,545 | 250,425 |
Sub-total of cash outflows from financing | |||
activities | 964,990 | 529,871 | |
Net cash flows from financing activities | 1,039,510 | 370,217 | |
IV. Effect of changes in exchange rate on | |||
cash and cash equivalents | - | - | |
V. Net increase in cash and cash | |||
equivalents | 1,373,249 | 244,401 | |
Add: Cash and cash equivalents at the | |||
beginning of the period | 1,595,323 | 1,969,543 | |
VI. Cash and cash equivalents at the end of | |||
the period | 48 | 2,968,572 | 2,213,944 |
The accompanying notes form an integral part of these financial statements
80 | 2020 Interim Report |
Section X | Financial Report | ||
Statement of Cash Flows of the Parent Company | |||
For the six months ended 30 June 2020 | |||
II. FINANCIAL STATEMENTS (CONTINUED) | |||
Unit: RMB'000 | Currency: RMB | ||
Six months | Six months | ||
ended 30 | ended 30 | ||
Items | June 2020 | June 2019 | |
I. Cash flows from operating activities: | |||
Cash received from sale of goods and rendering of | |||
services | 8,975,505 | 10,328,057 | |
Other cash received relating to operating activities | 187,118 | 61,079 | |
Sub-total of cash inflows from operating activities | 9,162,623 | 10,389,136 | |
Cash paid for purchase of goods and services | 7,885,766 | 9,030,724 | |
Cash paid to and on behalf of employees | 650,980 | 743,222 | |
Cash paid for all types of taxes | 278,758 | 363,825 | |
Other cash paid relating to operating activities | 266,302 | 167,564 | |
Sub-total of cash outflows from operating activities | 9,081,806 | 10,305,335 | |
Net cash flows from operating activities | 80,817 | 83,801 | |
The accompanying notes form an integral part of these financial statements
Chongqing Iron & Steel Company Limited | 81 |
Section X Financial Report
Statement of Cash Flows of the Parent Company (Continued)
For the six months ended 30 June 2020
II. FINANCIAL STATEMENTS (CONTINUED)
Six months | Six months | |
ended 30 | ended 30 | |
Items | June 2020 | June 2019 |
II. Cash flows from investing activities: | ||
Cash received from disposal of investments | 433,000 | 404,400 |
Cash received from return on investments | 6,791 | 9,571 |
Sub-total of cash inflows from investing activities | 439,791 | 413,971 |
Cash paid for acquisition of property, plant and | ||
equipment, intangible assets and other long-term | ||
assets | 145,638 | 36,926 |
Cash paid for acquisition of investments | 43,000 | 587,058 |
Sub-total of cash outflows from investing activities | 188,638 | 623,984 |
Net cash flows from investing activities | 251,153 | (210,013) |
The accompanying notes form an integral part of these financial statements
82 | 2020 Interim Report |
Section X Financial Report Statement of Cash Flows of the Parent Company (Continued)
For the six months ended 30 June 2020
II. | FINANCIAL STATEMENTS (CONTINUED) | ||
Six months | Six months | ||
ended 30 | ended 30 | ||
Items | June 2020 | June 2019 | |
III. Cash flows from financing activities: | |||
Cash received from borrowings | 2,004,500 | 105,000 | |
Other cash received relating to financing activities | - | 795,088 | |
Sub-total of cash inflows from financing activities | 2,004,500 | 900,088 | |
Cash repayments of borrowings | 870,000 | 200,000 | |
Cash paid for distribution of dividends or profits, and for | |||
interest expenses | 85,445 | 79,446 | |
Other cash paid relating to financing activities | 9,545 | 250,425 | |
Sub-total of cash outflows from financing activities | 964,990 | 529,871 | |
Net cash flows from financing activities | 1,039,510 | 370,217 | |
IV. Effect of changes in exchange rate on cash and cash | |||
equivalents | - | - | |
V. Net increase in cash and cash equivalents | 1,371,480 | 244,005 | |
Add: Cash and cash equivalents at the beginning of the | |||
period | 1,591,312 | 1,967,354 | |
VI. Cash and cash equivalents at the end of the period | 2,962,792 | 2,211,359 |
The accompanying notes form an integral part of these financial statements
Chongqing Iron & Steel Company Limited | 83 |
Section X Financial Report
Notes to Financial Statements
January-June 2020
III BASIC INFORMATION ON THE COMPANY
According to the approval of Ti Gai Sheng Zi [1997] No. 127 issued by the State Commission for Restructuring Economic Systems and the approval of Guo Zi Qi Fa [1997] No. 156 issued by the State- owned Assets Administration Bureau, Chongqing Iron & Steel Company Limited (the "Company") was established as a limited liability company by Chongqing Iron & Steel (Group) Co., Ltd. ("CISG") as the sole promoter. The Company was incorporated and registered with Chongqing Municipal Administration of Industry and Commerce on 11 August 1997, whose headquarter is located in Changshou Economic Development Zone of Chongqing. The Company holds the business license with unified social credit code of 91500000202852965T, with the registered capital of RMB8,918,602,000 and the sum of 8,918,602,000 shares with par value of RMB1 each, including 81,500,000 A shares with restricted condition, 8,298,975,000 A shares without any restricted condition and 538,127,000 H shares. The Company's shares were listed in the Stock Exchange of Hong Kong Ltd. and listed in Shanghai Stock Exchange on 17 October 1997 and 28 February 2007, respectively.
Pursuant to the reorganization plan, 2,096,981,600 shares of the Company held by CISG were transferred to Chongqing Changshou Iron and Steel Co., Ltd. (重慶長壽鋼鐵有限公司) ("Changshou Iron & Steel") on 27 December 2017, and the share transfer procedures were completed with China Securities Depository and Clearing Corporation Limited. Subsequent to the completion of the share transfer, Changshou Iron & Steel holds 2,096,981,600 shares of the Company, with a shareholding percentage of 23.51%, and became the controlling shareholder of the Company.
The Company and its subsidiaries (collectively the "Group") are mainly engaged in the production, processing and sale of steel plates, steel sections, wire rods, bar materials, billets and thin plates, and in the production and sale of coking and coal chemical products, pig iron & grain slag, steel slag, and steel scrap.
The financial statements were approved by the Board of Directors of the Company on 25 August 2020.
The scope of consolidation of the consolidated financial statements is determined on the basis of control, the scope of consolidation remains unchanged during the period.
84 | 2020 Interim Report |
Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
IV PREPARATION BASIS OF THE FINANCIAL STATEMENTS
These financial statements have been prepared in accordance with the "Accounting Standards for Business Enterprises - Basic Standards" promulgated by the Ministry of Finance and the specific accounting standards, subsequent practice notes, interpretations and other relevant regulations as subsequently announced and revised (collectively "CAS").
These financial statements have been prepared in accordance with the "Accounting Standards for Business Enterprises - No. 32 Interim Financial Reporting" issued by the Ministry of Finance and the "Contents and Formats requirements in the Preparation Convention of Information Disclosure by Companies Offering Securities to the Public No. 3 - Contents and Formats Rules on Interim Financial Reporting (revised in 2017)" promulgated by the China Securities Regulatory Commission, and hence do not include all the information and disclosures of the annual financial statements for the year ended 31 December 2019. Accordingly, these interim financial statements should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2019.
These financial statements are prepared on a going concern basis.
Other than certain financial instruments, these financial statements have been prepared at historical cost convention. If the assets are impaired, corresponding provisions for impairment shall be made according to relevant provisions.
Chongqing Iron & Steel Company Limited | 85 |
Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
The Group has determined the specific accounting policies and accounting estimates based on the characteristics of the operation, especially those related to provision for bad debt of receivables, inventory pricing method, depreciation of property, plant and equipment ("PPE"), and amortization of intangible assets, etc.
1. Statement of compliance
These financial statements have been prepared in accordance with CAS, and present truly and completely the financial position of the Group and the Company as at 30 June 2020 and the results of their operations and cash flows for the six months ended 30 June 2020.
2. Accounting period
The accounting year of the Group is from 1 January to 31 December of each calendar year. The current accounting period starts on 1 January 2020 and ends on 30 June 2020.
3. Functional currency
The functional currency of the Group and the currency used in preparing the financial statements are Renminbi. The amounts in the financial statements were denominated in thousands of Renminbi, unless otherwise stated.
86 | 2020 Interim Report |
Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
4. Business combination
Business combinations are classified into business combinations involving entities under common control and business combinations not involving entities under common control.
Business combination involving entities under common control
A business combination involving entities under common control is a business combination in which all of the combining entities are ultimately controlled by the same party or parties both before and after the combination, and that control is not transitory. For a business combination involving entities under common control, the party that, on the combination date, obtains control of another entity participating in the combination is the absorbing party, while that other entity participating in the combination is a party being absorbed. Combination date is the date on which the absorbing party effectively obtains control of the party being absorbed.
Assets and liabilities that are obtained by the absorbing party in a business combination involving entities under common control, including goodwill arising from the acquisition of the party being absorbed by the ultimate controller, shall be accounted for on the basis of the carrying amounts on the financial statements of the ultimate controller at the combination date. The difference between the carrying amount of the net assets obtained and the carrying amount of the consideration paid for the combination (or the aggregate face value of shares issued as consideration) shall be adjusted to share premium under capital reserves and the balance transferred from capital reserves under the old accounting system. If the share premium is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings.
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Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
4. Business combination (Continued)
Business combination not involving entities under common control
A business combination not involving entities under common control is a business combination in which all of the combining entities are not ultimately controlled by the same party or parties both before and after the combination. For a business combination not involving entities under common control, the party that, on the acquisition date, obtains control of another entity participating in the combination is the acquirer, while that other entity participating in the combination is the acquiree. Acquisition date refers to the date on which the acquirer effectively obtains control of the acquiree.
The acquirer shall measure the acquiree's identifiable assets, liabilities and contingent liabilities acquired in the business combination not involving entities under common control at their fair values on the acquisition date.
The excess of the fair value of the sum of the consideration paid (or the fair value of equity securities issued) for business combination and equity interests in the acquiree held prior to the date of acquisition over the share of the attributable net identifiable assets of the acquiree, measured at fair value, was recognized as goodwill, which is subsequently measured at cost less cumulative impairment loss. In case the fair value of the sum of the consideration paid (or fair value of equity securities issued) and equity interests in the acquiree held prior to the date of acquisition is less than the fair value of the share of the attributable net identifiable assets of the acquiree, a review of the measurement of the fair values of the identifiable assets, liabilities and contingent liabilities, the consideration paid for the combination (or fair value of equity securities issued) and the equity interests in the acquiree held prior to the date of acquisition is conducted. If the review indicates that the fair value of the sum of the consideration paid (or the fair value of equity securities issued) and equity interests in the acquiree held prior to the date of acquisition is indeed less than the fair value of the share of the attributable net identifiable assets of the acquiree, the difference is recognized in current profit or loss.
88 | 2020 Interim Report |
Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
5. Consolidated financial statements
The consolidation scope of consolidated financial statements is determined on the basis of control, including the financial statements of the Company and all of its subsidiaries. A subsidiary is an entity that is controlled by the Company, including separable parts of an enterprise or investee and structured entities controlled by the Company, etc.
In preparation of consolidated financial statements, the subsidiaries use the same accounting period and accounting policies as those of the Company. All intra-group assets, liabilities, equity interests, income, expenses and cash flow are eliminated in full on consolidation.
Where the amount of losses of a subsidiary attributable to the non-controlling shareholders in the current period exceeds their share of the opening balance of owner's equity of the subsidiary, the excess shall be allocated against non-controlling interests.
For subsidiaries acquired through business combinations not involving entities under common control, the operating results and cash flows of the acquiree shall be included in the consolidated financial statements, from the day on which the Group gains control, till the Group ceases the control of it. While preparing the consolidated financial statements, the acquirer shall adjust the subsidiary's financial statements, on the basis of the fair values of the identifiable assets, liabilities and contingent liabilities recognized on the acquisition date.
For subsidiaries acquired through business combinations involving entities under common control, the operating results and cash flows of the acquiree shall be included in the consolidated financial statements from the beginning of the period in which the combination occurs. While preparing the comparative consolidated financial statements, adjustments are made to related items in the financial statements for the prior period as if the reporting entity established through combination has been existing since the ultimate controller begins to exercise control.
The Group's control over an investee is re-assessed if change in relevant facts and situations causes changes in one or more of the control substances.
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Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
6. Classification of joint arrangement and joint operation
A joint arrangement is classified as either a joint operation or a joint venture. A joint operation is a joint arrangement whereby the joint operators have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the joint operators have rights to the net assets of the arrangement.
A joint operator recognizes the following items in relation to its interest in a joint operation: its solely-held assets, and its share of any assets held jointly; its solely-assumed liabilities, and its share of any liabilities incurred jointly; its revenue from the sale of its share of the output arising from the joint operation; its share of the revenue from the sale of the output by the joint operation; its solely-incurred expenses, and its share of any expenses incurred jointly.
7. Cash and cash equivalents
Cash comprises the Group's cash on hand and deposits that can be readily withdrawn on demand. Cash equivalents are short-term, highly liquid investments held by the Group, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
8. Foreign currency translation and translation of foreign currency statements
The Group translates the amount of foreign currency transactions occurred into its functional currency.
Foreign currency transactions are recorded, on initial recognition, in the functional currency, by applying to the foreign currency amount the spot exchange rate prevailing on the transaction dates. At the balance sheet date, foreign currency monetary items are translated using the spot exchange rate prevailing on the balance sheet date. All the resulting differences on settlement and monetary item translation are taken to profit or loss in the current period, except for those relating to foreign currency borrowings specifically for acquisition and construction of qualifying assets, which are capitalized in accordance with the principle of capitalization of borrowing costs. Non-monetary foreign currency items measured at historical cost shall still be translated at the spot exchange rate prevailing on the transaction date, and the amount denominated in the functional currency is not changed. Non-monetary foreign currency items measured at fair value are translated at the spot exchange rate prevailing at the date on which the fair values are determined. The difference thus resulted are recognized in profit or loss or as other comprehensive income based on the nature of the non-monetary items.
Foreign currency cash flows are translated using the average exchange rate for the period during which the cash flows occur. The effect of exchange rate changes on cash is separately presented as an adjustment item in the cash flow statement.
90 | 2020 Interim Report |
Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
9. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity, and a financial liability or equity instrument of another entity.
Recognition and derecognition of financial instruments
The Group recognizes a financial asset or a financial liability when it becomes a party to the contractual provisions of a financial instrument.
The Group derecognizes and writes off a financial asset (or part of a financial asset, or part of a group of similar financial assets) from its account and balance sheet when the following conditions are met:
- the rights to receive cash flows from the financial asset have expired;
- the Group has transferred its rights to receive cash flows from the financial asset, or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a "pass-through arrangement"; and either (a) the Group has transferred substantially all the risks and rewards of the financial asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the financial asset, but has transferred control of the financial asset.
If the underlying obligation of a financial liability has been discharged or cancelled or has expired, the financial liability is derecognized. If an existing financial liability is replaced by the same creditor with a new financial liability that has substantially different terms, or if the terms of an existing financial liability are substantially revised, such replacement or revision is accounted for as the derecognition of the original liability and the recognition of a new liability, and the resulting difference is recognized in profit or loss.
Regular way purchases or sales of financial assets are recognized and derecognized on the trade date. Regular way purchases or sales of financial assets mean that the financial assets are received or delivered under the terms of a contract within a period established by regulations or conventions in the marketplace. Trade date is the date that the Group commits to purchase or sell the financial asset.
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Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
9. Financial instruments (Continued)
Classification and measurement of financial assets
According to the Group's corporate business model for managing financial assets and the contractual cash flow characteristics of the financial assets, the Group's financial assets are, on initial recognition, classified into the following categories: financial assets at fair value through profit or loss, financial assets at amortized cost, and financial assets at fair value through other comprehensive income. Only when the business model for managing financial assets is changed by the Group, the Group will reclassify the related financial assets affected.
A financial asset is recognized initially at fair value. The trade receivables or notes receivable generated from sales of goods or services, which do not contain significant financing component or do not consider financing component over one year, initially are measured at trading price.
In the case of financial assets at fair value through profit or loss, relevant transaction costs are directly charged to profit or loss; transaction costs relating to financial assets of other categories are included in the amounts initially recognized.
The subsequent measurement of financial assets depends on their classification as follows:
Debt instrument investment at amortized cost
Financial assets are classified as financial assets at amortized cost if the financial assets meet the following conditions: the objective of the Group's business model for managing such financial assets is to collect contractual cash flows; the contractual terms of the financial assets stipulate that cash flows generated on a specific date are solely payment of the principal and the interest based on the outstanding principal amount. Such financial assets recognize interest income by using the effective interest rate method. The gains or losses arising from derecognition, adjustment or impairment are recognized in profit or loss.
92 | 2020 Interim Report |
Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
9. Financial instruments (Continued)
Classification and measurement of financial assets (Continued)
Debt instrument investment at fair value through other comprehensive income
Financial assets are classified as financial assets at fair value through other comprehensive income if the financial assets meet the following conditions: the objective of the Group's business model for managing such financial assets is both to collect contractual cash flows and to dispose of the financial assets; the contractual terms of the financial assets stipulate that cash flows generated on a specific date are solely payment of the principal and the interest based on the outstanding principal amount. Such financial assets recognize interest income by using the effective interest rate method. Except for interest income, impairment losses and exchange difference recognized as profit or loss, other changes in fair value are recognized as other comprehensive income. When such financial asset is derecognized, the accumulated gain or loss previously recognized in other comprehensive income is transferred from other comprehensive income to profit or loss.
Equity instrument investment at fair value through other comprehensive income
The Group irrevocably elects to designate certain equity instrument investments not held for trading as financial assets at fair value through other comprehensive income, such that only relevant dividend income (excluding the dividends recovered as part of the investment cost) is recognized as profit or loss and the subsequent changes in fair value are recognized as other comprehensive income, and the provision for impairment is not accrued. When such financial asset is derecognized, the accumulated gain or loss previously recognized in other comprehensive income is transferred from other comprehensive income to retained earnings.
Financial assets at fair value through profit or loss
Apart from the financial assets at amortized cost and financial assets at fair value through other comprehensive income mentioned above, other financial assets are classified as financial assets at fair value through profit or loss. Such financial assets are subsequently measured at fair value. All changes in fair value are recognized in profit or loss.
Chongqing Iron & Steel Company Limited | 93 |
Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
9. Financial instruments (Continued)
Classification and measurement of financial liabilities
The Group's financial liabilities are, on initial recognition, classified into other financial liabilities, and the related transaction costs are included in the amounts initially recognized. Such kinds of financial liabilities are subsequently measured at amortized cost by using the effective interest rate method.
Impairment of financial instruments
On the basis of expected credit losses ("ECLs"), the Group makes impairment provisions and recognizes loss provisions for the financial assets carried at amortized cost and investments on debt instrument at fair value through other comprehensive income.
For trade receivables that do not contain significant financing components, the Group uses a simplified measurement method to measure loss provision based on the amount of ECLs throughout the lifetime.
In addition to the abovementioned financial assets for which the simplified measurement method are used, the Group assesses whether its credit risk has increased significantly since the initial recognition on each balance sheet date. Financial instruments for which credit risk has not increased significantly since initial recognition, at stage 1, and for which the loss allowance is measured at an amount equal to 12-month ECLs, calculated by carrying amount and effective interest rate; financial instruments for which credit risk has increased significantly since initial recognition but that are not credit-impaired financial assets, at stage 2, and for which the loss allowance is measured at an amount equal to lifetime ECLs, calculated by carrying amount and effective interest rate; financial instruments that are credit-impaired since initial recognition, at stage 3, and for which the loss allowance is measured at an amount equal to lifetime ECLs, calculated at amortized cost and by effective interest rate. For these financial instruments with lower credit risk on the balance sheet date, the Group assumes the related credit risk has not increased significantly since initial recognition.
94 | 2020 Interim Report |
Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
9. Financial instruments (Continued)
Impairment of financial instruments (Continued)
The Group assesses the ECLs of financial instruments by individual or group. Considering the characteristics of different customers' credit risk, the Group assesses the ECLs of trade receivables and other receivables based on the ageing portfolio. The Group assesses the ECLs of notes receivable, by considering the characteristics of the acceptors' credit risk.
The disclosure of the criteria for judging significant increase in credit risk, the definition of credit-impaired assets, and the assumption of ECLs measurement, please refer to Note IX.3.
When the Group no longer reasonably expects to be able to recover, in full or in part, the contractual cash flows of financial assets, the Group directly writes down the carrying amount of the financial assets.
If the financial assets that have been written down are recovered in the future, the reversal of the impairment losses are charged to the profit or loss.
Offset of financial instruments
Financial assets and financial liabilities are offset and the net amount is presented in the balance sheet to the extent that there is a currently enforceable legal right to offset the recognized amounts and that there is an intention to settle on a net basis, or to realize the financial assets and settle the financial liabilities simultaneously.
Chongqing Iron & Steel Company Limited | 95 |
Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
9. Financial instruments (Continued)
Financial guarantee contracts
Financial guarantee contracts are those contracts that require a payment to be made by the issuer to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are measured, on initial recognition, at fair value. For financial guarantee contracts that are not designated as at fair value through profit or loss, they are, after initial recognition, subsequently measured at the higher of: the amount of the ECLs settled at the balance sheet date, and the amount initially recognized less the cumulative amortization recognized in accordance with the guidance for revenue recognition.
Transfers of financial assets
If the Group transfers substantially all the risks and rewards of ownership of the financial asset, the Group derecognizes the financial asset; if the Group retains substantially all the risks and rewards of ownership of the financial asset, the Group does not derecognize the financial asset.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset, it accounts for the transactions as follows: if the Group has not retained control, it derecognizes the financial asset and recognizes any resulting assets or liabilities; if the Group has retained control, it continues to recognize the financial asset to the extent of its continuing involvement in the transferred financial asset and recognizes an associated liability.
96 | 2020 Interim Report |
Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
10. Inventories
Inventories include hold-for-sale stock goods in the ordinary course of business, working in progress in the process of production, raw materials to be consumed in the production process or in the rendering of services, lower valued consumables and repaired spare parts, etc.
Inventories are initially carried at cost. Cost of inventories comprises all costs of purchase, costs of conversion and other costs. The actual cost of inventories transferred out is assigned by using weighted average method. Revolving materials comprise lower valued consumables and packing materials and others, lower valued consumables and packing materials shall be amortized on the immediate written-off or amortization in stage basis.
At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If the cost of inventories is higher than the net realizable value, a provision for decline in value of inventories is recognized in profit or loss. If factors that previously resulted in the provision for decline in value of inventories no longer exist, so that the net realizable value is higher than the carrying amount, the amount of the write-down is reversed. The reversal is limited to the amount originally provided for the decline in value of inventories. The amount of the reversal is recognized in current profit or loss.
Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale and relevant amounts after taxes. The provision for decline in value of inventories is made on an individual basis.
The Group adopts the perpetual inventory system.
Chongqing Iron & Steel Company Limited | 97 |
Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
11. Long-term equity investments
Long-term equity investments consist of equity investments in subsidiaries, joint ventures and associates.
Long-term equity investments are recognized at initial investment cost upon acquisition. For a long-term equity investment acquired through a business combination under common control, the initial investment cost of the long-term equity investment shall be the absorbing party's share of the carrying amount of the owners' equity of the party being absorbed in the consolidated financial statements of the ultimate controlling party at combination date. The difference between the initial investment cost and the carrying amount of consideration for combination shall be adjusted to capital reserves. If the balance of capital reserves is not sufficient, any excess shall be adjusted to retained earnings. Any other comprehensive income previously recognized before combination date shall be accounted for on the same basis as would have been required if the investee had directly disposed of the related assets or liabilities. The portion recognized based on changes in the investee's equity (other than net profit or loss, other comprehensive income and profit appropriation) is charged to profit or loss upon disposal of such long-term equity investment. For those partially disposed equity investments, gains or losses upon disposal are proportionately recognized in profit or loss when they still constitute long-term equity investments after the disposal and are fully charged to profit or loss when they are reclassified to financial instruments after the disposal. For a long-term equity investment acquired through a business combination involving entities not under common control, the initial investment cost should be the cost of acquisition (for a business combination through step acquisitions not under common control, the initial investment cost is the sum of the carrying amount of the equity investment in the acquiree held before the acquisition date and the additional investment cost paid on the acquisition date), which is the sum of the fair value of assets transferred, liabilities incurred or assumed and equity securities issued. If the equity investments in the acquiree involve other comprehensive income prior to the acquisition date, when disposing of the investments, the relevant other comprehensive income will be accounted for on the same basis as would have been required if the investee had directly disposed of the related assets or liabilities. The portion recognized based on changes in the investee's equity (other than net profit or loss, other comprehensive income and profit appropriation) is charged to profit or loss upon disposal of such long-term equity investment. For those partially disposed equity investments, gains or losses upon disposal are proportionately recognized in profit or loss when they still constitute long-term equity investments after the disposal and are fully charged to profit or loss when they are reclassified to financial instruments after the disposal. The initial investment cost of a long-term equity investment acquired otherwise than through a business combination shall be determined as follows: for a long-term equity investment acquired by paying cash, the initial investment cost shall be the actual purchase price has been paid plus those costs, taxes and other necessary expenditures directly attributable to the acquisition of the long-term equity investment; for those acquired by the issue of equity securities, the initial investment cost shall be the fair value of the equity securities issued.
98 | 2020 Interim Report |
Section X Financial Report
Notes to Financial Statements (Continued)
January-June 2020
V SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
11. Long-term equity investments (Continued)
The cost method is applied for long-term equity investments in the financial statements of the Parent Company when the investee is controlled by the Company. Control refers to the power over the investee such that the Company is able to direct the relevant activities, has exposure or rights to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect the amount of the investor's returns.
When the cost method is adopted, long-term equity investments are recorded at initial investment cost. Adjusting the cost of long-term equity investment by adding or withdrawing investment. Cash dividends or profits declared to be distributed by the investee should be recognized as investment income for the period.
The equity method is adopted when the Group has joint control, or exercises significant influence over the investee. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
Under the equity method, where the initial investment cost of a long-term equity investment exceeds the investing entity's interest in the fair values of the investee's identifiable net assets at the acquisition date, the excess is included in the initial investment cost. Where the initial investment cost is less than the investing entity's interest in the fair values of the investee's identifiable net assets at the acquisition date, the difference is charged to profit or loss, and the cost of the long-term equity investment is adjusted accordingly.
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Chongqing Iron & Steel Company Limited published this content on 18 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 September 2020 04:09:03 UTC