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1、Bengang Steel Plates Co., Ltd. Annual Report 2018 1 Bengang Steel Plates Co., Ltd. Annual Report 2018 April, 2019 Bengang Steel Plates Co., Ltd. Annual Report 2018 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 takes existing share capital 3,875,371,532.00 shares as the base, distributing cash dividends 0.5 Yuan per 10 shares (incl
6、uding tax), and distributing bonus dividends 0 to shareholders. The Company will not converse capital reserve to share capital. Bengang Steel Plates Co., Ltd. Annual Report 2018 3 Table of Contents I. Important Notice, Table of Contents, and Definitions . 2 II. Company Profile and Main Financial Ind
7、ex . 5 III. Company Business Summary . 9 IV. Management Discussion and Analysis . 12 V. Important Events . 24 VI. Status of Share Capital Changes and Shareholders . 49 VII. Status of Preferred Shares . 55 VIII. Status of Directors, Supervisors, Senior Executives and Employees . 56 IX. Corporate Gove
8、rnance . 64 X. Relevant Information about Corporate Bonds . 70 XI. Financial Report . 71 XII. Documents available for inspection . 186 Bengang Steel Plates Co., Ltd. Annual Report 2018 4 Definition Terms to be defined Refers to Definition Bengang Bancai, Bengang Steel, the Company, the Listed Compan
9、y Refers to Bengang Steel Plates Co., Ltd. Bengang Group Refers to Bengang Group Co., Ltd. Bengang Co. Refers to Benxi Steel & Iron (Group) Co., Ltd. Liaoning Provincial State-asset Administration Refers to Liaoning State-owned Asset Supervisory and Management Committee SSE Refers to Shenzhen Stock
10、Exchange Bengang Puxiang Refers to Bengang Puxiang Cool Rolling Steel Sheet Co., Ltd. Bengang Steel Plates Co., Ltd. Annual Report 2018 5 II. Company Profile and Main Financial Index I. Company Information Stock abbreviation Bengang Bancai, Bengangban B Stock Code 000761, 200761 Stock exchange for l
11、isting Shenzhen Stock Exchange Company name in Chinese 本钢板材股份有限公司 Abbreviation of Company name in Chinese 本钢板材 Company name in English (If any) BENGANG STEEL PLATES CO.,LTD. Abbreviation of Company name in English (If any) BSP Legal representative Gao Lie Registration Address No.16, Renmin Road, Pin
12、gshan District, Benxi City, Liaoning Province Post Code of registration Address 117000 Office address No.16, Renmin Road, Pingshan District, Benxi City, Liaoning Province Post Code of office address 117000 Web Address None Email II. Contact Information Secretary of Board of Directors Representative
13、of Securities Affairs Name Gao Desheng Address No.16, Renmin Road, Pingshan District, Benxi City, Liaoning Province Tel 024-47827003 Fax 024-47827004 Email III. Information Disclosure and Place for Consulting Press media for information disclosure China Securities Journal, Securities Times, Hong Kon
14、g Commercial Daily Web address for the annual report as assigned by CSRC http:/ Place for inquiry of the annual report Secretary Office of the Board, Bengang Steel Plate Co., Ltd. IV. Change of Business Registration Organization Code 91210000242690243E Changes of principal business activities since
15、listing (if any) No change Changes of the controlling shareholder in the past (is any) No change Bengang Steel Plates Co., Ltd. Annual Report 2018 6 V. Other Information Accountants firm engaged by the Company: Name of the accountants firm BDO China Shu Lun Pan Certified Public Accountants LLP Addre
16、ss of the accountants firm Address: 4/F 61 Nanjing Rd. East, Huangpu, Shanghai Signing name of accountants Wu Xue, Li Guiying Sponsor engaged by the Company to conduct sustained supervision during the reporting period Applicable Not applicable Name of the sponsor institution Address of the sponsor i
17、nstitution Name of the sponsor representative Sustained supervision period Shenwan Hongyuan Securities Underwriting Sponsoring Co., Ltd. No. 19, Taiping Bridge Street, Xicheng District, Beijing Zhang Wei, Liu Guoku March 5th, 2018 to December 31th, 2019 Financial consultancy institution engaged by t
18、he Company to conduct sustained supervision during the reporting period Applicable Not applicable VI. Main Accounting Data and Financial Index Whether the Company makes retroactive adjustment or restatement of the accounting data of the last years due to change of the accounting policy and correctio
19、n of accounting errors Yes No 2018 2017 Changed over last year 2016 Operating income（RMB） 50,181,869,721.54 40,507,855,843.72 23.88% 29,526,012,651.08 Net profit attributable to the shareholders of the listed company（RMB） 1,036,493,236.07 1,600,110,229.77 -35.22% 781,296,452.51 Net profit after dedu
20、cting of non-recurring gain/loss attributable to the shareholders of listed company（RMB） 1,093,065,140.59 1,607,675,869.15 -32.01% 747,690,316.58 Net Cash flow generated by business operation（RMB） 3,619,937,841.93 2,744,243,492.51 31.91% 9,557,419,076.92 Basic earnings per share (RMB/Share) 0.272 0.
21、510 -46.67% 0.249 Diluted gains per share (RMB/Share) 0.272 0.510 -46.67% 0.249 Weighted average net assets yield 5.64% 11.84% -6.20% 6.34% End of 2018 End of 2017 Changed over last year End of 2016 Gross assets（RMB） 59,632,504,915.83 62,998,143,513.02 -5.34% 54,197,775,889.31 Net assets attributabl
22、e to shareholders of the listed company（RMB） 19,126,258,116.67 14,315,588,729.00 33.60% 12,757,376,174.34 Bengang Steel Plates Co., Ltd. Annual Report 2018 7 VII. Differences between Domestic and Foreign Accounting Standards 1. Differences of net profit and net assets disclosed in financial reports
23、prepared under IFRS and Chinese accounting standards. Applicable Not applicable Unit: Yuan Net profit attributable to the shareholders of the listed company Net assets attributable to the shareholders of the listed company 2018 2017 Ending balance Beginning balance According to Chinese accounting st
24、andards 1,036,493,236.07 1,600,110,229.77 19,126,258,116.67 14,315,588,729.00 Items and amounts adjusted according to IFRS: No difference 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards. Applicable Not applicable The
25、re are no differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards during the reporting period. 3. Reasons of differences between domestic and foreign accounting standards Applicable Not applicable VIII. Main Financial Index by
26、Quarters Unit: Yuan First quarter Second quarter Third quarter Fourth quarter Operation income 11,641,518,226.15 11,799,729,150.99 13,313,390,671.44 13,427,231,672.96 Net profit attributable to the shareholders of the listed company 350,629,492.24 406,322,495.35 68,230,224.01 211,311,024.47 Net prof
27、it after deducting non-recurring gain/loss attributable to the shareholders of listed company 347,300,210.06 377,622,745.92 51,745,834.18 316,396,350.43 Net cash flows generated by operating activities -8,871,507,868.81 730,519,741.47 6,933,467,399.98 3,619,937,841.93 Whether significant variances e
28、xist between the above financial index or the index with its sum and the financial index of the quarterly report as well as semi-annual report index disclosed by the Company Yes No IX. Items and Amount of Non-recurring Profits and Losses Applicable Not applicable Unit: Yuan Item 2018 2017 2016 Notes
29、 Gains and losses on disposal of non-current assets (including the write off part of the provision for impairment) -148,409,630.35 -65,886,612.10 -1,854,918.03 Government subsidy attributable to profit and loss of current period (except such government subsidy closely related to the companys normal
30、business operation, 86,085,297.03 39,086,900.00 36,089,000.00 Bengang Steel Plates Co., Ltd. Annual Report 2018 8 meeting the regulation of national policy and enjoyed constantly in certain quota or quantity according to a certain standard) Profit or loss from investment or assets entrusted to other
31、s 5,041,397.26 1,715,742.47 Gains and losses of debt restructuring 4,725,936.17 8,631,844.34 Net profit of loss of the current period from beginning of the period to the combination date of subsidiaries generated from business combination under common control 24,668.65 Other non-operating income and
32、 expenses other than above 771,191.90 14,538,002.49 663,844.36 Less: impact of income tax 22,141.38 162,375.42 11,311,378.29 impact of minority equity (after tax) 38,018.98 -107,840.83 327,998.92 Total -56,571,904.52 -7,565,639.38 33,606,135.93 - Explanation for defining non-recurring gains and loss
33、es items according to the Public Offering of Securities Information Disclosure Explanatory Notice No. 1 Non-Recurring Gains and Losses, and reasons for defining non-recurring gains and losses items listed in the document as recurring items. Applicable Not applicable There exists no situation of defi
34、ning non-recurring gains and losses items listed in the document as recurring items. Bengang Steel Plates Co., Ltd. Annual Report 2018 9 III. Summary of Company Business I. the Companys main business during the reporting period Whether the Company needs to comply with the disclosure requirement for
35、special industry No (1) During the reporting period, the companys main business activities include steel smelting, rolling processing, power generation, coal chemical industry, special steel profiles, railways, import and export trade, scientific research, and product sales. The introduction of worl
36、d advanced equipment technology has enabled the implementation of equipment upgrades for the steel industry. The Company has built a fine steel base, formed more than 60 varieties, more than 7500 series of product specifications, high value-added and high-tech product ratio reached more than 80%, au
37、tomotive surface panels, household appliances, oil pipeline steel, container board Shipboard and other leading products are widely used in automobiles, home appliances, petrochemicals, aerospace, machinery manufacturing, energy transportation, construction and decoration, and metal products, and are
38、 exported to more than 60 countries and regions. During the reporting period, the Company further strengthened technical research, continuously discovered potentials and dramatically increased efficiency, and promoted a substantial increase in production efficiency. The output of some varieties and
39、the record of daily output and class output were continuously refreshed. A series of indicators all reached the best level in history, and the quality of the Companys development was significantly improved. At the same time, the Company adapts to the new requirements of the national environmental pr
40、otection policy, identifies the responsibility for environmental protection work, and achieves controllable pollution discharge through the strengthening of environmental protection facilities, the implementation of pollutant discharge standards, and the improvement of automatic online monitoring fa
41、cilities. The deployment was completed to meet the central environmental protection inspectors to inspect the work. In addition, 56 new auto market certification grades have added. The Company has passed the Mercedes-Benz and BMW auto market certifications, and successfully entered the worlds top au
42、to brands such as Ford, Fiat and Renault, marking the companys qualifications and capabilities to supply world-class auto companies. This is a milestone for the Company. During the reporting period, the main performance drivers were: strongly promoted the second phase of the “four determinants” work
43、, orderly promoted all employees to compete for posts and last out system, and the work efficiency was improved significantly. Basically established a “de-administrative” broadband salary system, which simplifies the salary structure, broadens the promotion path, and improves the performance managem
44、ent system for all employees and the evaluation method for employee performance. At the same time, around the process improvement, product structure adjustment and energy conservation and emission reduction, the construction of key project renovation projects was accelerated. The No. 5 blast furnace
45、 of the Company was successfully opened in one time after 77 days of overhaul. The new No. 1 blast furnace of the Company completed the maintenance task 7 days ahead of schedule, creating a number of historical records of the same type of blast furnace renovation construction in China. The special s
46、teel factory of the Company researched and implemented the project construction and improvement of the initial rolling zone based on the requirements of high-quality development, and promoted the transformation and upgrading of the Company. In addition, the Companys non-public offering raised 4 bill
47、ion yuan, which is the first time in the past 20 years to refinance in the capital market. No significant change occurred during the reporting period. (2) During the reporting period, Chinas macro-economy sustained its steady growth. Under the strong promotion of the states continuous supply-side st
48、ructural reform, the prohibition of new production capacity and the prevention of the resurgence of substandard steel products, Chinas steel industry has achieved steady progress. Although it is affected to some extent by China-US trade frictions, steel prices are generally stable and remain within
49、a reasonable range. In particular, Present Xi made an important speech during the inspection tour in Liaoning and in the in-depth promotion of the Northeast Revitalization Symposium. The speech directed the orientation of the revitalization of the Northeast in the new era and led the navigation. It
50、also created a rare historical opportunity for the Companys development. The Company adheres to the supply-side structural reform as the main line, persists in the general keynote of steady progress, firmly establishes and practices new concepts of development. It implements high-quality development