本钢板Ｂ：2019年年度报告（英文版）.PDF

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1、Bengang Steel Plates Co., Ltd. Annual Report 2019 1 Bengang Steel Plates Co., Ltd. Annual Report 2019 April, 2020 Bengang Steel Plates Co., Ltd. Annual Report 2019 2 I. Important Notice, Table of Contents, and Definitions The Board of Directors, the Supervisory Committee and the Directors, members o

2、f the Supervisory Committee and senior management of the Company guarantee that there are no misrepresentations or misleading statements, or material omission in this report, and individually and collectively accept full responsibility for the authenticity, accuracy and integrity of the information

3、contained in this report. Gao Lie, chairman of the Company, Shen Qiang, Chief financial officer, and Zhao Zhonghua, the person in charge of the accounting department (the person in charge of the accounting), make the pledge for the authenticity, accuracy and integrity of the attached financial state

4、ments. All the members of the Board of Directors attended the board meeting on which this report was examined. The prospective statements contained in this annual report do not constitute any substantial commitment to the investors. Investors should pay attention to the risks attached to investment

5、decisions. This report is prepared in both of Chinese and English. The Chinese version shall prevail when there are any controversial statements in the two versions. The company has described the existing risks and countermeasures in detail in this report. Please refer to Section 4-9 “Prospects for

6、the Future Development of the Company”. “China Securities Journal”, “Securities Times”, “Hong Kong Commercial Daily” and Juchao Information Network () are the companys selected information disclosure media. All information of the company is based on the information published in the above-mentioned d

7、esignated media. Investors are advised to pay attention to investment risks. The company plans not to distribute any cash dividends, bonus shares, and not converse capital reserve to share capital. Bengang Steel Plates Co., Ltd. Annual Report 2019 3 Table of Contents I. IMPORTANT NOTICE, TABLE OF CO

8、NTENTS, AND DEFINITIONS . 2 II. COMPANY PROFILE AND MAIN FINANCIAL INDEX . 5 III. SUMMARY OF COMPANY BUSINESS . 9 IV. MANAGEMENT DISCUSSION AND ANALYSIS . 12 V. IMPORTANT EVENTS . 25 VI. STATUS OF SHARE CAPITAL CHANGES AND SHAREHOLDERS . 75 VII. STATUS OF PREFERRED SHARES . 81 VIII. STATUS OF CONVER

9、TIBLE CORPORATE BONDS . 82 IX. STATUS OF DIRECTORS, SUPERVISORS, SENIOR EXECUTIVES AND EMPLOYEES . 83 X. CORPORATE GOVERNANCE . 91 XI. RELEVANT INFORMATION ABOUT CORPORATE BONDS . 98 XII. FINANCIAL REPORT . 99 XIII. DOCUMENTS AVAILABLE FOR INSPECTION . 241 Bengang Steel Plates Co., Ltd. Annual Repor

10、t 2019 4 Definition Terms to be defined Refers to Definition Bengang Bancai, Bengang Steel, the Company, the Listed Company Refers to Bengang Steel Plates Co., Ltd. Bengang Group Refers to Bengang Group Co., Ltd. Bengang Co. Refers to Benxi Steel 6mm thick specifications of 1500MPa-grade hot-formed

11、steel, used in chassis torque Beam parts have achieved a technological breakthrough in the application of automobile chassis structural parts and met the requirements for lightweight design of the whole vehicle; the width of 1500MPa- 2000MPa ultra-high-strength series of hot-formed steel products ca

12、n reach 1800mm, formed the widest domestic thermoforming Production capacity of steel products. 4. Technical innovation capability Benxi Steel and Shenyang National Research Center for Materials Science signed an agreement to build a joint R the export of downstream steel industry has suffered Large

13、 impact by affected by Sino-US economic and trade frictions, at the same time due to factors such as high price fluctuations of iron ore, scrap steel and coal coke, higher environmental protection operating costs and other factors, the steel industry is facing an extremely severe development situati

14、on. 2. The Companys development strategy The overall work idea of 2020: comprehensively implement the spirit of the 19th National Congress of the Party and the Second, Third and Fourth Plenary Sessions of the 19th CPC National Congress, implement the important speech of General Secretary Xi Jinping

15、during the inspection tour in Liaoning and in-depth promotion of the Northeast Revitalization Symposium, adhere to the supply-side structural reform as the main line, implement the high-quality development requirements, and consistently implement the new development concept to strive to create a new

16、 situation of high-quality development of enterprises. 3. Business plan The overall goal of production and operation in 2020: strive to complete 10.42 million tons of pig iron, 10.78 million tons of crude steel, 13.24 million tons of hot rolled sheet, 5.97 million tons of cold rolled sheet, 650,000

17、tons of special steel, and achieve three zeros for safe production. In order to achieve the above objectives, we will focus on the following aspects: (1) Taking the reform of institutional mechanism as a breakthrough to further stimulate the vitality of enterprises. (2) Continuously optimize resourc

18、e allocation and create new impetus for innovation and development. (3) In-depth implement benchmarking potential and comprehensively improve comprehensive competitive strength. (4) Continue to promote process optimization and build a scientific and rational management and control system. (5) Streng

19、then party building and ideological work, and create a new situation for enterprise development. 4. Maintaining current business and completing the required capital arrangements of invested projects under construction. The company will use its own funds and bank loans to meet the funds needed for pr

20、oduction operations and technological transformation. 5. Potential risks （1）Operational risks: At present, the demand for steel for machinery, automobiles, home appliances and other related industries will slow down, and the contradiction between supply and demand is still outstanding, which increas

21、es the competition. Countermeasures: Maintain existing customers, increase new product development, increase investment in technology research and development, optimize product structure, and actively explore new markets for new customer resources; comprehensively improve management level, improve m

22、anagement effectiveness, reduce operating costs, and increase profitability. （2）Foreign trade risks: International trade protectionism is on the rise, anti-dumping cases are increasing, trade friction and trade barriers are becoming more and more serious. In addition, the new epidemic Coronavirus si

23、tuation has spread globally since 2020. If the foreign epidemic situation cannot be controlled effectively in time, it may cause turmoil in the international steel market. The risk of the companys foreign trade export business has increased. Countermeasures: strengthen international market analysis,

24、 track changes in international trade policies, reduce the impact of trade policy mutations on the companys foreign trade; make a plan in trade friction response programs, resolve the adverse effects of trade friction, and enhance the competitiveness of company products in the international market.

25、Conduct research on the market dynamics and industrial policies of the importing country, and grasp the dynamic changes in the importing countrys market; find suitable partners, foster superior products, gradually increase the export ratio of high-end products, strengthen after-sales service, and in

26、crease customer satisfaction. Companies will pay close attention Bengang Steel Plates Co., Ltd. Annual Report 2019 24 to the possible adverse effects of the Coronavirus subsequently, increase investment in technology research and development, optimize product structure, and actively expand domestic

27、customer resources to offset possible adverse effects in the foreign trade market. （3）Environmental protection risks: Chinas environmental protection policies and standards are becoming more and more perfect and strict, and the environmental protection supervision of enterprises is maintaining a str

28、ict trend. The tightening of environmental protection standards will cause the companys production costs to increase. In addition, the increased awareness of environmental protection among the public has also increased the environmental protection requirements of the company, which has made the comp

29、any face greater pressure on environmental protection. Countermeasures: pay attention to various national environmental protection policies, improve corporate environmental standards to meet and properly exceed national standards; strengthen the companys self-supervision and inspection of various so

30、urces of pollution, strengthen the environmental awareness of all employees; accelerate the progress of the construction of the identified environmental protection projects to ensure meet national environmental requirements. X. Researches, visits and interviews received in this reporting period 1. R

31、egistration form of researches, visits and interviews received in this reporting period Applicable Not applicable During the reporting period, the Company did not receive any research, communication, interviews and other activities. Bengang Steel Plates Co., Ltd. Annual Report 2019 25 V. Important E

32、vents I. Profit Distribution or Capital Reserve Conversion Formulation, implementation and adjustment of profit distribution policy of common shares especially cash dividend policy during the reporting period Applicable Not applicable The profit distribution plan or proposal and the plan or proposal

33、 of conversion of the capital reserve into share capital in recent three years (including the reporting period) 1. Profit distribution proposal of 2019 As audited by BDO China Shu Lun Pan Certified Public Accountants LLP., the net profit attributable to the parent company of the year 2019 was RMB 55

34、5,646,971.4.After adding the retained profit of RMB 1,945,887,269.82 at the beginning of the year, and deducting the actual dividend of RMB 193,768,576.6 from the previous year, the balance of undistributed profit was RMB 2,307,765,664.62. Profits distribution plan of 2019: Considering the uncertain

35、ty of the Coronavirus on the economy, it is recommended that the company will not make profit distribution or convert the provident fund into capital in 2019. This plan must be submitted to the 2019 Annual General Meeting of Shareholders for consideration. 2. Profit distribution proposal of 2018 As

36、audited by BDO China Shu Lun Pan Certified Public Accountants LLP., the net profit attributable to the parent company of the year 2018 was RMB 1,036,493,236.07. After adding the retained profit of RMB 1,103,162,610.35 at the beginning of the year, and deducting the actual dividend of RMB 193,768,576

37、.6 from the previous year, the balance of undistributed profit was RMB 1,945,887,269.82. Profits distribution plan of 2018: The company will take existing share capital 3,875,371,532 shares as the base, distributing cash dividends RMB 0.5 per 10 shares (including tax) to shareholders. The company pl

38、ans to distribute RMB193,768,576.60 dividends of ordinary shares, and the remaining RMB 1,752,118,693.22 will be carried over to next years undistributed profits. 3. Profit distribution plan of 2017 As audited by BDO China Shu Lun Pan Certified Public Accountants LLP., the net profit attributable to

39、 the parent company of the year 2017 was RMB 1,600,110,229.77. After adding the retained profit of RMB -496,947,619.42 at the beginning of the year, the balance of undistributed profit was RMB 1,103,162,610.35. Profits distribution plan of 2017: The company will take existing share capital 3,875,371

40、,532 shares as the base, distributing cash dividends RMB 0.5 per 10 shares (including tax) to shareholders. The company plans to distribute RMB193,768,576.60 dividends of ordinary shares, and the remaining RMB 909,394,033.75 will be carried over to next years undistributed profits. Bengang Steel Pla

41、tes Co., Ltd. Annual Report 2019 26 Cash dividend distribution in recent three years Unit: Yuan Year Cash dividend (Including Tax) Net profit attributable to the parent company in the consolidated financial statements Ratio in net profit attributable to the parent company in the consolidated financi

42、al statements Amount of cash dividends in other ways (repurchasing shares) Ratio of cash dividend in other way in net profit attributable to the parent company in the consolidated financial statements Amount of cash dividends in other ways Proportion of cash dividends in other ways 2019 0.00 555,646

43、,971.40 0.00% 0.00 0.00% 0.00 0.00% 2018 193,768,576 .60 1,036,493,236.07 18.69% 0.00 0.00% 0.00 0.00% 2017 193,768,576 .60 1,600,110,229.77 12.11% 0.00 0.00% 0.00 0.00% Both the Companys profit and the parent companys retained earnings are positive however no proposal of cash dividend distribution

44、was proposed during the reporting period Applicable Not applicable II. Profit Distribution or Capital Reserve Conversion Proposal in the Reporting Period Applicable Not applicable The company planed not to distribute cash dividend or bonus shares, and not to convert capital reserve into share capita

45、l. III. Performance of Committed Issues 1. The fulfilled commitments during the reporting period and under-fulfillment commitments by the end of the period made by actual controller, acquirer, director, supervisor, senior management personnel and other related parties. Applicable Not applicable Commitments Commitment party Type of commitment Contents Commitment time Commitme