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1、 马鞍山钢铁股份有限公司 2003 年年度报告 马鞍山钢铁股份有限公司 2003 年年度报告 2003 年 4 月 13 日 2003 年 4 月 13 日 1 重 要 提 示 重 要 提 示 本公司董事会及其董事保证本报告所载资料不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 董事朱昌逑先生、高海建先生因公出差未出席本次董事会议，其中朱昌逑先生委托董事苏 鉴钢先生代为出席并行使表决权。 公司负责人董事长顾建国先生，主管会计工作负责人董事副总经理苏鉴钢先生，会计机构 负责人财务部经理管亚钢先生声明：保证年度报告中财务报告的真实、完整。 目
2、录 目 录 一、公司基本情况简介 2 二、会计数据和业务数据摘要 2 三、股本变动及股东情况 4 四、董事、监事、高级管理人员和员工情况 6 五、公司治理结构 8 六、股东大会情况简介 9 七、董事长报告 9 八、管理层讨论与分析 11 九、董事会报告 16 十、监事会报告 21 十一、重要事项 22 十二、财务报告 27 十三、备查文件目录 226 2 一、公司基本情况简介 一、公司基本情况简介 公司名称：马鞍山钢铁股份有限公司 （简称“马钢”） 英文名称：MAANSHAN IRON and income taxes payable or recoverable in future peri
3、ods, principally arising from taxable and deductible temporary differences and the carryforward of unused tax losses (deferred tax). 116 MAANSHAN IRON a deferred tax asset has been recognised for the difference between actual payment and the accrual of early retirement benefits and housing subsidies
4、; a deferred tax liability has been recognised for the recognition and utilisation of furnace relining costs; and a deferred tax liability has been recognised for the recognition and amortisation of deferred staff costs. Disclosure: the related note disclosures are now more extensive than previously
5、 required. These disclosures are presented in notes 10 and 20 to the financial statements and include a reconciliation between the accounting profit and the tax expense for the year. Further details of these changes and the prior year adjustments arising from them are included in the accounting poli
6、cy for deferred tax in note 3 and in note 20 to the financial statements. SSAP 35 prescribes the accounting for government grants and other forms of government assistance. The adoption of this SSAP has had no significant impact for these financial statements on the amounts recorded for government gr
7、ants, however, additional disclosures are now required and are detailed in notes 3 and 6 to the financial statements. 117 MAANSHAN IRON (b) a jointly-controlled entity, if the Company does not have unilateral control, but has joint control, directly or indirectly, over the joint venture company; (c)
8、 an associate, if the Company does not have unilateral or joint control, but holds, directly or indirectly, generally not less than 20% of the joint venture companys registered capital and is in a position to exercise significant influence over the joint venture company; or (d) a long term investmen
9、t, if the Company holds, directly or indirectly, less than 20% of the joint venture companys registered capital and has neither joint control of, nor is in a position to exercise significant influence over, the joint venture company. Associates An associate is a company, not being a subsidiary or a
10、jointly-controlled entity, in which the Group has a long term interest of generally not less than 20% of the equity voting rights and over which it is in a position to exercise significant influence. 119 MAANSHAN IRON and in respect of taxable temporary differences associated with investments in sub
11、sidiaries and associates, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. 125 MAANSHAN IRON and in respect of deductible temporary differences associated with investme
12、nts in subsidiaries and associates, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The carrying amount of def
13、erred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Conversely, previously unrecognised deferred tax assets are recognised to th
14、e extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settl
15、ed, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. 126 MAANSHAN IRON (b) interest income, on a time proportion basis taking into account the principal outstanding and the effective interest rate applicable; and (c) investment income, when
16、 the right to receive payment has been established. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, i.e., assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised
17、as part of the cost of those assets. The capitalisation of such borrowing costs ceases when the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from t
18、he borrowing costs capitalised. 127 MAANSHAN IRON purchase, installation and repairs of computers and communication systems Anhui Masteel K. Wah PRC US$4,290,000 70 - Production, sale and New Building Materials transportation of slag Co., Ltd. (note iii) products and provision of related consultatio
19、n services Maanshan Iron and provision of transportation services MG Trading and Germany EUR153,388 100 - Trading of equipment, Development GmbH iron and steel products and provision of technology services continued/. 139 MAANSHAN IRON provision of logistics services 鞍山市五汔马环报废车 Limited PRC 40% Recyc
20、ling and dismantling of 回收折解有限任责公司 company scrap motor vehicle and (note ii) trading of steel products Notes: (i) Newly incorporated during the year (ii) Not audited by Ernst & Young Hong Kong or other Ernst & Young International member firms. 141 MAANSHAN IRON & STEEL COMPANY LIMITED NOTES TO FINAN
21、CIAL STATEMENTS (Prepared under Hong Kong accounting standards) 31 December 2003 18. LONG TERM INVESTMENTS Group and Company 2003 2002 RMB000 RMB000 Unlisted equity investments, at fair value 16,417 6,517 Other debt investment 16,239 21,558 _ _ 32,656 28,075 _ _ _ _ The other debt investment represe
22、nts electricity debentures issued by the Anhui Provincial Electricity Supply Authority. The debt investment was acquired by the Company in 1994 and is interest-free and collectable by 10 annual instalments starting from 2000. The investment amount will be fully collected by December 2009. 19. OTHER
23、LONG TERM ASSET Group and Company 2003 2002 RMB000 RMB000 Deferred staff costs - 70,400 The deferred staff costs of 2002 relates to the loss of approximately RMB163.8 million in 1997 resulting from the disposal of staff quarters to the Companys employees at preferential prices, net of accumulated am
24、ortisation. The disposal was made in accordance with the regulations issued by the Maanshan Municipal Government which sets out the rules and conditions governing the sale and purchase of staff quarters in Maanshan, including the quantum of the price discount to be given to the Companys employees. A
25、s a result of the rapid economic growth in the PRC in recent years, more privately owned enterprises and foreign investment enterprises were established/set-up. These companies offered favourable and attractive salary packages to employee, which outweighed the stability offered by State-Owned Enterp
26、rises. Staff mobility increased and management could no longer ascertain that these staff would continue to provide service to the Company. As the recoverability of the prepaid staff benefits is impaired, the whole balance is charged to the profit and loss account in the current year. 142 MAANSHAN I
27、RON & STEEL COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS (Prepared under Hong Kong accounting standards) 31 December 2003 20. DEFERRED TAX The movements in deferred tax assets and liabilities during the year are as follows: Deferred tax assets Group and company 2003 Early retirement Asset benefits
28、and provisions housing subsidies Total RMB000 RMB000 RMB000 At 1 January 2003 As previously reported - - - Prior year adjustment: SSAP 12 restatement of deferred tax 79,910 9,648 89,558 _ _ _ As restated 79,910 9,648 89,558 Deferred tax credited/(charged) to the profit and loss account during the ye
29、ar (25,107) 1,183 (23,924) _ _ _ Gross deferred tax assets at 31 December 2003 54,803 10,831 65,634 _ _ _ _ _ _ Deferred tax liabilities Group and company 2003 Deferred Furnace staff costs relining cost Total RMB000 RMB000 RMB000 At 1 January 2003 As previously reported - - - Prior year adjustment:
30、SSAP 12 restatement of deferred tax 10,560 14,448 25,008 _ _ _ As restated 10,560 14,448 25,008 Deferred tax credited to the profit and loss account during the year (10,560) (3,273) (13,833) _ _ _ Gross deferred tax liabilities at 31 December 2003 - 11,175 11,175 _ _ _ _ _ _ Net deferred tax charged
31、 to the profit and loss account during the year (note 10) (10,091) _ _ Net deferred tax assets at 31 December 2003 54,459 _ _ 143 MAANSHAN IRON & STEEL COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS (Prepared under Hong Kong accounting standards) 31 December 2003 20. DEFERRED TAX (continued) Deferred
32、 tax assets Group and company 2002 Early retirement Asset benefits and provisions housing subsidies Total RMB000 RMB000 RMB000 At 1 January 2002 As previously reported - - - Prior year adjustment: SSAP 12 restatement of deferred tax 43,299 20,707 64,006 _ _ _ As restated 43,299 20,707 64,006 Deferre
33、d tax credited/(charged) to the profit and loss account during the year 36,611 ( 11,059) 25,552 _ _ _ Gross deferred tax assets at 31 December 2002 79,910 9,648 89,558 _ _ _ _ _ _ Deferred tax liabilities Group and company 2002 Deferred Furnace staff costs relining cost Total RMB000 RMB000 RMB000 At
34、 1 January 2002 As previously reported - - - Prior year adjustment: SSAP 12 restatement of deferred tax 13,200 18,052 31,252 _ _ _ As restated 13,200 18,052 31,252 Deferred tax credited to the profit and loss account during the year (2,640) (3,604) (6,244) _ _ _ Gross deferred tax liabilities at 31
35、December 2002 10,560 14,448 25,008 _ _ _ _ _ _ Net deferred tax credited to the profit and loss account during the year (note 10) 31,796 _ _ Net deferred tax assets at 31 December 2002 64,550 _ _ 144 MAANSHAN IRON & STEEL COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS (Prepared under Hong Kong accoun
36、ting standards) 31 December 2003 20. DEFERRED TAX (continued) At 31 December 2003, there was no significant unrecognised deferred tax liability (2002: Nil) for taxes that would be payable on the unremitted earnings of certain of the Groups subsidiaries or associates as the Group has no liability to
37、additional tax should such amounts be remitted. There are no income tax consequences attaching to the payment of dividends by the Company to its shareholders. SSAP 12 (Revised) was adopted during the year, as further explained in note 2 to the financial statements. This change in accounting policy h
38、as resulted in an increase in the Groups deferred tax assets as at 31 December 2003 and 2002 by approximately RMB54,459,000 and RMB64,550,000, respectively. As a consequence, the consolidated net profits attributable to shareholders for the years ended 31 December 2003 and 2002 have been decreased b
39、y approximately RMB10,091,000 and increased by approximately RMB31,796,000, respectively, and the consolidated retained profits at 1 January 2003 and 2002 have been increased by approximately RMB64,550,000 and RMB32,754,000, respectively, as detailed in note 31 to the financial statements. 21. INVEN
40、TORIES Group Company 2003 2002 2003 2002 RMB000 RMB000 RMB000 RMB000 Raw materials 1,123,971 687,066 1,123,971 687,066 Work in progress 413,073 326,558 401,140 322,040 Finished goods 345,519 190,059 252,234 143,680 Spare parts 494,937 437,405 494,937 437,405 _ _ _ _ 2,377,500 1,641,088 2,272,282 1,5
41、90,191 _ _ _ _ _ _ _ _ The carrying amount of the inventories of the Group and the Company carried at net realisable value included in the above balances was approximately RMB57,520,000 (2002: approximately RMB30,183,000) as at the balance sheet date. 145 MAANSHAN IRON & STEEL COMPANY LIMITED NOTES
42、TO FINANCIAL STATEMENTS (Prepared under Hong Kong accounting standards) 31 December 2003 22. TRADE AND BILL RECEIVABLES The Groups credit periods to customers are 30 to 90 days. The Group seeks to maintain strict control over its outstanding receivables and has a credit control department to minimis
43、e credit risk. Overdue balances are reviewed regularly by senior management. An aged analysis of the trade receivables as at the balance sheet date, based on invoice date, and net of provisions, is as follows: Group Company 2003 2002 2003 2002 RMB000 RMB000 RMB000 RMB000 Trade receivables: Within th
44、ree months 175,748 120,317 136,182 130,861 Four to six months 9,020 10,312 5,701 10,312 Seven to twelve months 13,485 11,667 13,483 11,667 One to two years 4,727 29,632 4,727 29,097 Two to three years 8,692 4,502 8,692 5,409 Over three years 20 437 20 436 _ _ _ _ 211,692 176,867 168,805 187,782 Bill
45、 receivables 2,121,202 666,033 2,118,402 665,983 _ _ _ _ 2,332,894 842,900 2,287,207 853,765 _ _ _ _ _ _ _ _ Bill receivables have maturity dates within one year. Included in both the Groups and the Companys trade and bill receivables are amounts due from Holding, and subsidiaries and associates of
46、Holding aggregating approximately RMB2,578,000 (2002: approximately RMB4,265,000). Such balances principally arose from normal trading activities. Included in the Companys trade and bill receivables are amounts due from subsidiaries of the Company of approximately RMB68,158,000 (2002: approximately RMB37,484,000). Such balances principally arose from normal trading activities. 146 MAANSHAN IRON & STEEL COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS (Prepared under Hong Kong accounting standards) 31 December 2003 23. PREPAYMENTS, DEPOSITS AND OTHER R