BSGCO(SZ:000959)2014-04-29 16:00Corporate Governance - The board of directors guarantees the authenticity, accuracy, and completeness of the annual report[3]. - The company has maintained a clear and transparent cash dividend policy, ensuring the protection of minority shareholders' rights[67]. - The company did not engage in any repurchase agreements during the reporting period[91]. - The company has not undergone any changes in its controlling shareholder or actual controller during the reporting period[93]. - The actual controller of the company is the Beijing State-owned Assets Supervision and Administration Commission[93]. - The company’s governance practices are aligned with regulatory requirements, ensuring compliance and transparency[99]. - The company’s governance structure aligns with the requirements set by the Company Law and the China Securities Regulatory Commission[120]. - The company has a robust human resources management system, ensuring that senior management operates independently from the controlling shareholder[131]. - The company’s independent directors did not raise any objections to company matters during the reporting period[123]. - The company has a structured remuneration decision-making process for its board members, supervisors, and senior management, which is reviewed annually[106]. Financial Performance - The company reported a revenue of CNY 9.25 billion in 2013, a decrease of 8.44% compared to 2012[23]. - The net profit attributable to shareholders was a loss of CNY 229.09 million, an improvement of 35.85% from the previous year's loss[23]. - The operating cash flow increased by 18.26% to CNY 389.50 million compared to 2012[23]. - The company achieved a basic earnings per share of -CNY 0.0772, an improvement of 35.87% from -CNY 0.1204 in 2012[23]. - The weighted average return on equity improved by 1.61 percentage points to -3.17%[23]. - The company reported a net cash outflow from investment activities of CNY -375,385,694.17, a decrease of 38.25% compared to the previous year[40]. - The company reported a total shareholding of 0 shares for all current directors and supervisors as of the end of the reporting period[97]. - The company reported a total investment cash outflow of ¥428,826,408.86, significantly reduced from ¥897,578,376.87 in the previous period, showing a decrease of approximately 52.3%[164]. - The total comprehensive income for the current period is -341,893,900 CNY, reflecting a significant decline[172]. Restructuring and Strategic Plans - The company completed a major asset restructuring approved by the China Securities Regulatory Commission on January 29, 2014[11]. - The company aims to enhance its core competitiveness through the development of high-end cold-rolled products and market expansion[49]. - The company is in the process of fulfilling commitments related to its relocation and restructuring plans as per regulatory approvals[78]. - The company plans to integrate and develop its steel and upstream iron ore resources as the sole platform for Shougang Group's operations in China[79]. - The restructuring aims to position Shougang Co. as a leading platform for steel and upstream iron ore resources in China[83]. - The company has committed to fulfilling all obligations and responsibilities related to the restructuring process, ensuring compliance with legal and regulatory standards[82]. Risk Management - The company reported a significant focus on risk management in its future development outlook[14]. - The company emphasizes the importance of investor awareness regarding potential risks in future plans[5]. - The company is facing industry risks due to overcapacity and intense competition, which may lead to low efficiency and profitability in the steel sector[62]. - The company has committed to resolving competition issues with its parent company, ensuring it serves as the sole platform for steel and upstream iron ore resource development in China[62]. Operational Performance - Steel production decreased by 4.89% to 2.13 million tons in 2013[29]. - Cold-rolled steel production increased by 14.82% to 2.02 million tons, exceeding the annual plan by 12.53%[31]. - The sales volume of cold-rolled steel was 1.98 million tons, up 10.86% from 2012[34]. - The company faced significant challenges due to the shutdown of its wire rod plant in March 2013, leading to a 77.1% drop in wire rod sales volume[34]. - The total assets at the end of 2013 were CNY 15.77 billion, a decrease of 2.15% from the previous year[23]. Audit and Compliance - The company’s financial report is audited by Zhihong Accounting Firm[21]. - The audit committee reviewed the 2013 financial statements and found them to be accurate and compliant with accounting standards, with no significant misstatements or omissions[128]. - The company received a standard unqualified audit opinion for its financial statements for the year ended December 31, 2013[145]. - The internal control evaluation report was disclosed on April 30, 2014, indicating ongoing commitment to risk management and internal control improvements[141]. Employee and Management Information - As of December 31, 2013, the company had a total of 2,218 employees, including 1,230 production staff and 131 technical personnel[111]. - The company’s management team has extensive experience in the steel industry, with key positions held in various subsidiaries and related companies[100][101][102][103]. - The company has undergone a board reshuffle with new elections held on May 16, 2013, including the appointment of Han Qing as the general manager[109]. - The total remuneration for the general manager, Han Qing, was 60.26 million CNY, with no remuneration from the shareholder unit[108]. Financial Assets and Liabilities - The company's cash and cash equivalents decreased by 68.89% to CNY -212,928,737.48 in 2013, compared to CNY -684,403,034.04 in 2012[40]. - The company's fixed assets decreased by 20.81% to CNY 5,178,688,130, compared to CNY 8,646,956,568 in 2012[43]. - The total liabilities of the company were not explicitly stated, but the current liabilities included accounts payable of CNY 1,453,709,431.71, down from CNY 1,736,770,825.94[151]. - The company’s inventory was reported at CNY 403,301,774.01, reflecting a significant decrease from the previous year[155].