NFC(SZ:000758)2014-07-28 16:00Financial Performance - The company achieved operating revenue of CNY 17,865,865,818.56 in 2013, representing a 23.16% increase compared to 2012[21]. - The net profit attributable to shareholders was CNY 81,858,363.06, a decrease of 59.59% from the previous year[21]. - The net cash flow from operating activities was CNY 160,764,695.61, a significant improvement from a negative cash flow of CNY -1,138,047,815.43 in 2012[21]. - The total assets at the end of 2013 were CNY 16,912,681,650.65, an increase of 8.43% from the previous year[21]. - The company’s main business income reached CNY 1,773,142.97 million, up 23.56% year-on-year, while the main business cost increased by 26.06%[35]. - The international engineering contracting business revenue surged to CNY 123,945.33 million, a remarkable increase of 211.87% compared to 2012[32]. - The trade business revenue rose to CNY 1,101,588.82 million, reflecting a 24.96% increase year-on-year, despite a decline in gross margin due to low metal prices[34]. - The weighted average return on equity decreased to 2.14% from 8.31% in the previous year, indicating a decline in profitability[21]. - The company reported a total revenue of CNY 26,203.59 million, representing a 33.15% increase year-over-year[126]. Dividend Policy - The company plans to distribute a cash dividend of 0.10 RMB per 10 shares to all shareholders based on the total share capital as of December 31, 2013[5]. - The cash dividend for 2012 was 1.00 RMB per 10 shares, amounting to a total distribution of 98,468,921.20 RMB, which represented 48.6% of the net profit attributable to shareholders[111]. - The company did not propose a cash dividend for 2013 despite having positive retained earnings, which requires a special explanation to shareholders[107]. - The company’s cash dividend policy requires that cumulative cash distributions over any three consecutive years must not be less than 30% of the average annual distributable profit for those years[105]. - The company’s cash dividends in 2011 amounted to 76,665,600.00 RMB, which was 19.49% of the net profit attributable to shareholders[111]. - The company’s cash dividend for 2013 represents 100% of the total profit distribution amount[112]. - The company must complete the distribution of dividends within two months after the shareholders' meeting decision[107]. - The company ensures that minority shareholders have the opportunity to express their opinions during the profit distribution proposal process[109]. Business Operations and Strategy - The company has expanded its main business to include the development of non-ferrous metal resources, particularly aluminum and zinc, as of December 15, 2003[18]. - The company is actively pursuing resource development and international engineering contracting, with ongoing projects in mineral exploration and potential acquisitions[31]. - The company plans to innovate trade models and actively develop domestic and international customer resources to stabilize trade profits[34]. - The company plans to enhance its resource development capabilities and international engineering contracting as core business strategies, aiming to improve the resource industry chain[89]. - Specific measures include accelerating the development of domestic and overseas nonferrous metal resources and optimizing the engineering contracting business to become a profit center[90]. - The company aims to improve product efficiency and effectiveness through continuous product upgrades and new product development in its new manufacturing facility[90]. - The company plans to enhance product upgrades and accelerate new product development to address market homogenization issues[81]. - The company is focusing on the development of new technologies to enhance operational efficiency and reduce costs[126]. Corporate Governance - The company emphasizes the importance of accurate and complete financial reporting, with key personnel affirming the integrity of the annual report[4]. - The company has established a comprehensive governance structure in compliance with the Company Law and relevant regulations, ensuring effective operation of the shareholders' meeting, board of directors, and supervisory board[190]. - The company plans to enhance its governance structure and internal control systems to ensure sustainable and stable development[191]. - The company held its annual shareholders' meeting on May 10, 2013, where 12 resolutions were approved, including the 2012 financial report and profit distribution plan[192]. - Independent directors attended 21 board meetings, with 19 via telecommunication and no absences reported[196]. - The audit committee confirmed that the 2013 financial statements accurately reflect the company's overall situation[200]. - The audit committee evaluated the annual audit work of the accounting firm, concluding that the audit plan was detailed and well-communicated[200]. Investments and Acquisitions - The company invested a total of ¥601,153,759.19 in external equity during the reporting period, representing a 184.91% increase compared to ¥211,000,000.00 in the same period last year[60]. - The company has initiated a feasibility study for the aluminum ore project in Laos, which is currently in the pre-feasibility stage[84]. - The company plans to raise funds through a non-public offering of A-shares to improve its capital structure and reduce the high debt ratio[96]. - The company aims to enhance resource reserves by increasing exploration efforts around existing mines and pursuing acquisitions in regions like Mongolia and Chifeng[97]. Related Party Transactions - The expected amount of related party transactions for the subsidiary Mongolia Xindu Mining Co., Ltd. in 2013 was CNY 110.5 million, with an actual completion amount of CNY 87.59 million, achieving a completion rate of approximately 79.26%[128]. - The total expected amount of related party transactions for the company with China Nonferrous Group and 11 other companies in 2013 was approximately CNY 58.22 million, with an actual completion amount of CNY 58.14 million, achieving a completion rate of approximately 99.86%[128]. - The company reported a total of CNY 80,264.04 million in related party transactions, which are necessary for the company's main business or auxiliary production[128]. - The company emphasizes that all related party transactions are conducted at market fair prices, ensuring no harm to the interests of the company and its shareholders[128]. Shareholder Information - The total number of shareholders at the end of the reporting period was 135,227, an increase from 132,635 five trading days before the report disclosure[164]. - The largest shareholder, China Nonferrous Metal Mining Group Co., Ltd., holds 33.75% of shares, totaling 332,306,616 shares, with an increase of 76,686,142 shares during the reporting period[164]. - The second-largest shareholder, Wanxiang Resources Co., Ltd., holds 7.87% of shares, totaling 77,474,183 shares, with an increase of 17,878,658 shares during the reporting period[164]. - The company’s first major shareholder, China Nonferrous Metal Mining Group Co., Ltd., increased its holdings by 19,183,298 shares[159]. Employee and Management Information - The company reported a total of 9,000 employees, with production personnel constituting 69.12% of the workforce[185]. - The total remuneration for directors, supervisors, and senior management during the reporting period amounted to 1,090.54 million CNY, with 673.4 million CNY paid from the company and 417.14 million CNY from the shareholder unit[183]. - The company has a core technical team with no significant changes during the reporting period[184]. - The management personnel represent 7.68% of the total workforce, while technical personnel account for 7.14%[185]. Audit and Compliance - The company has not reported any non-standard audit reports for the period[151]. - The company maintained a cautious approach to changes in accounting policies and estimates, ensuring no manipulation of profits[200]. - The audit committee enhanced the board's decision-making capabilities and ensured effective supervision of the management[199].