Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(a joint stock company with limited liability incorporated in the People's Republic of China)

Stock Code of H Share: 00317

SUMMARY OF THE 2019 INTERIM REPORT

§1 IMPORTANT NOTES

  1. The financial information contained in this summary of the interim report (the "Report") for the six months ended 30 June 2019 (the "Reporting Period") of CSSC Offshore & Marine Engineering (Group) Company Limited (hereinafter referred to as "COMEC" or the "Company", together with its subsidiaries, the "Group") is prepared in accordance with the PRC Accounting Standards for Business Enterprises and Relevant Regulations (the "Accountant Standards and Regulations"), and the financial information contained in this summary has been reviewed and confirmed by the Audit Committee.
  2. All Directors of the Company attended the 18th meeting of the ninth session of the Board held on 29 August 2019. The 2019 interim report was unanimously approved at the meeting.
  3. The 2019 interim financial report of the Company is unaudited.
  4. The Report is a summary of the full text of the 2019 interim report. Investors are advised to carefully read the full text of such report for details.
  5. The Report is made pursuant to Rule 13.49(6) of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").
  6. The Report is prepared in both English and Chinese. In the event that different interpretation occurs, the Chinese version shall prevail.

1

§2 BASIC INFORMATION OF THE COMPANY

2.1 Key financial information and indicators

2.1.1 Key accounting figures

Unit: RMB

Key accounting information

Reporting Period (From

Corresponding period of last year

Change (%)

January to June)

After adjustment

Before adjustment

Operating income

7,816,085,319.68

8,473,768,799.74

8,219,935,619.41

-7.76

Net profit attributable to shareholders of the Company

390,750,329.92

-361,945,458.99

-294,982,112.04

Not applicable

Net profit attributable to shareholders of the Company

-421,908,383.84

-484,093,600.23

-484,093,600.23

Not applicable

after deduction of non-recurring gains and losses

Net cash flows from operating activities

-3,200,477,314.96

-2,516,418,429.18

-2,523,805,949.33

Not applicable

As at the end of the

As at the end of last year

Change (%)

Reporting Period

After adjustment

Before adjustment

Net assets attributable to shareholders of the Company

10,125,809,826.58

9,727,437,689.21

9,727,437,689.21

4.10

Total assets

47,556,535,725.13

47,475,344,086.37

47,475,344,086.37

0.17

At the end of 2018, the Company completed the acquisition of 100% equity of Guangzhou Wenchong Dockyard Co., Ltd. (hereinafter referred to as "Wenchong Dockyard"), which belongs to the business combination under the same control. When the Company prepared the consolidated financial statements, according to the accounting treatment principle of the business combination under the same control, retrospective adjustments were made to the Income Statement and the Cash Flow Statement for the same period of the previous year.

2

2.1.2 Key financial indicators

Key financial indicators

Reporting Period

Corresponding period of last year

Change (%)

(From January

After adjustment

Before adjustment

to June)

Basic earnings per share (RMB/share)

0.2764

-0.2561

-0.2087

Not applicable

Diluted earnings per share (RMB/share)

0.2764

-0.2561

-0.2087

Not applicable

Basic earnings per share after deduction of

-0.2985

-0.3425

-0.3425

Not applicable

non-recurring gains and losses (RMB/share)

Weighted average return on equity (%)

3.93

-3.19

-2.67

Increase

of

7.12

percentage

points

Weighted average return on equity after

-4.25

-4.38

-4.38

Increase

of

0.13

percentage

deduction of non-recurring gains and losses(%)

points

3

2.1.3 Extraordinary items and their amounts

Unit: RMB

Extraordinary items

Amount

Note (where

applicable)

Gain or loss on disposal of non-current assets

-201,358.22

Tax relief and reduction with approval exceeding

48,182,634.25

authority or without formal approval or of non-recurring

nature

Gain or loss on entrusted investments or assets under

9,700,821.37

management

Gain or loss on changes in fair value of financial assets

56,656,571.28

held-for-trading, derivative financial assets, financial

liabilities held-for-trading and derivative financial

liabilities, and investment income from disposal of

financial assets held-for-trading, derivative financial

assets, financial liabilities held-for-trading, derivative

financial liabilities and other debt investment, except for

effective hedging transactions that are closely related to

the Company's normal operation

Other non-operating income and expenses apart from

1,248,257,188.46

Mainly the net income

the aforesaid items

of relocation

compensation of

RMB1.248 billion

Effect of minority interests

-356,764,518.18

Effect of income tax

-193,172,625.20

Total

812,658,713.76

4

§3 STAFF AND REMUNERATION POLICY

The remuneration of the employees of the Group includes salaries, bonuses and other fringe benefits prescribed by the government. The Group applies different rates of remuneration for different employees, which are determined based on their positions and performance pursuant to the relevant PRC laws and regulations. As at 30 June 2019, the Group had a total of 15,362 employees. For the period ended 30 June 2019, the remuneration paid by the Group to employees was RMB1.058 billion in aggregate.

§4 MANAGEMENT'S DISCUSSION AND ANALYSIS

4.1 Discussion and analysis of overall operation during the Reporting Period

  1. Development of the shipbuilding market in the first half of 2019

New shipbuilding orders around the world continue to decrease. Affected by factors such as the expected downturn of the global economy and the increasing uncertainty of international trade development, shipowners' investment confidence has been frustrated. In the first half of 2019, the global new shipbuilding orders only amounted to 25.36 million DWT, representing a decrease of 52% compared with the corresponding period of last year. Among them, China, South Korea and Japan respectively took over 13.72 million DWT, 7.72 million DWT and 3.16 million DWT, down 25%, 61% and 78% respectively, with an international market share of 54%, 30% and 12% respectively.

The prices of new ships continued to rise steadily. On one hand, the prices of raw materials such as steel continued to rise successively, and at the same time, labor cost pressure is significant. On the other hand, the demand for new ships has tightened again, and the shipyard's awareness of grabbing orders has been strengthened. Against the above background, in the first half of 2019, the price of new ships rebounded weakly and showed some signs of loosening. As at the end of June 2019, the ClarkSea Index rose to 131 points, stable since the beginning of the year.

(2) Operation of the Group

During the Reporting Period, the Group secured new shipbuilding orders with contract value of RMB8,772 million, representing a decrease of 48.17% compared with the corresponding period of last year; operating income of the Group prepared in accordance with the Accounting Standards for Business Enterprises amounted to RMB7,816 million, representing a decrease of 7.76% compared with the corresponding period of last year. Net profit attributable to the shareholders of the Company amounted to RMB391 million. Earnings per share were RMB0.2764, and earnings per share after deduction of non-recurring gains and losses were RMB-0.2985.

5

4.2 Main business analysis

4.2.1 Analysis of changes in relevant items in the financial statements

Unit: RMB

Item

Reporting Period

Corresponding period of last

Change (%)

year

Operating income

7,816,085,319.68

8,473,768,799.74

-7.76

Operating costs

7,626,860,800.81

8,383,297,494.76

-9.02

Selling expenses

8,547,839.97

31,034,687.54

-72.46

Administrative expenses

374,142,028.48

392,266,908.95

-4.62

Finance cost

86,228,563.48

109,318,180.54

-21.12

Research and development expense

226,390,380.65

201,450,733.11

12.38

Net cash flows from operating activities

-3,200,477,314.96

-2,516,418,429.18

Not applicable

Net cash flows from investing activities

-1,369,802,592.40

-1,362,326,686.52

Not applicable

Net cash flows from financing activities

894,637,628.77

-256,254,227.59

Not applicable

Reason for change in operating income: factors such as the decrease in the number of orders as a result of the sluggish shipbuilding market and the relocation and consolidation of the plant, etc.

Reason for change in operating costs: factors such as the decrease in the number of orders as a result of the sluggish shipbuilding market and the relocation and consolidation of the plant, etc.

Reason for change in selling expenses: mainly due to the reversal of provision for warranty expenses during the period.

Reason for change in administrative expenses: mainly due to the decrease in employee remuneration.

Reason for change in finance cost: mainly due to the decrease in net exchange loss during the period.

Reason for change in research and development expense: mainly due to the strengthening of technical research and development during the period.

Reason for change in net cash flow from operating activities: mainly due to the progress of collection during this period is lower than the progress of payment.

6

Reason for change in net cash flow from investing activities: mainly due to the fixed deposits over three months during the period.

Reason for change in net cash flow from financing activities: mainly due to the introduction of investors for the subsidiary of the Company.

4.2.2 Details of the composition of the Company's profits or material changes of the sources of profits

Unit: RMB

Item

Reporting Period

Corresponding period of

Change (%)

Reason for change

last year

Selling expenses

8,547,839.97

31,034,687.54

-72.46

Reversal of provision for warranty expenses

during the period

Other income

5,517,547.40

8,439,920.30

-34.63

Decrease in government grants during this

period

Investment income

-200,623,239.54

20,390,428.51

-1,083.91

Settlement loss of forward contracts during the

period

Gain on change in fair value

264,450,151.28

-221,420,289.98

Not applicable

Changes in fair value such as handheld foreign

exchange contracts from changes in exchange rates

Loss on impairment of credit

-8,451,275.85

-9,818,347.40

Not applicable

Increase in the provision on bad debts during the

period

Gains from disposal of asset

-249,851.06

Not applicable

Loss of fixed assets disposal during the period

Non-operating income

1,253,089,251.01

564,305,723.58

122.06

Recognition of net income from compensation

for relocation during the period

Non-operating expenses

1,625,913.57

57,469,748.98

-97.17

Settlement of arbitration in relation to a

subsidiary of the Company in previous period

Income tax expense

93,984,992.93

-32,894,664.43

Not applicable

Increase in deferred income tax expenses

Gain or loss attributable to

218,874,532.94

-64,933,196.71

Not applicable

Introduction of new shareholders for subsidiaries

minority interests

in previous period

Net after tax for other

10,401,824.34

-2,300,574.80

Not applicable

Changes in fair value of investments in other

comprehensive income

equity instruments

7

4.2.3 Analysis of assets and liabilities

Unit: RMB

Name of project

Amount at the end of

Proportion

Amount at the end

Proportion

Change of

Description

current period

among total

of last period

amount at the end

among total

assets at the

of current period

assets at the

end of

compared with

end of last

current

that of the end of

period (%)

period (%)

last period (%)

Under the impact that collection

Cash at bank and on hand

7,033,700,046.08

14.79

10,337,887,158.50

21.78

-31.96

progress in this period is lower than

the payment progress

Accounts receivable

3,514,084,587.92

7.39

2,562,295,160.42

5.40

37.15

More dues in the period

Impact

of

recognization

of

Other receivables

993,612,135.28

2.09

326,086,350.28

0.69

204.71

relocation

compensation

in

the

period

Other current assets

243,646,496.83

0.51

365,378,116.05

0.77

-33.32

Reduction

in

VAT

tax

retaining/credit

Right-of-use asset

176,233,075.65

0.37

Not applicable

Impact of implementing new lease

standards

Construction in progress

1,010,238,554.59

2.12

762,567,676.87

1.61

32.48

Impact of increased investment in

fixed assets

Other non-current assets

26,470,552.78

0.06

80,251,531.97

0.17

-67.02

Non-current prepayment reduction

Short-term borrowings

7,524,383,875.11

15.82

4,304,387,255.88

9.07

74.81

New borrowing

Changes in fair value such as

Financial

liabilities

202,774,080.82

0.43

431,894,056.78

0.91

-53.05

handheld

foreign

exchange

held-for-trading

contracts from changes in exchange

rates

Notes payable

1,850,172,981.45

3.89

2,730,396,298.20

5.75

-32.24

Expired bill acceptance

Employee

benefits

62,783,802.68

0.13

41,351,166.51

0.09

51.83

Impact of the current provision of

payable

remuneration

Taxes payable

75,307,785.25

0.16

48,140,024.18

0.10

56.43

Increase in corporate income tax in

the current period

Non-current

liabilities

1,489,900,000.00

3.13

4,414,000,000.00

9.30

-66.25

Repayment of borrowings

due within one year

Lease liabilities

128,738,531.12

0.27

Not applicable

Impact of

implementing

new

leasing criteria

8

4.2.4 Principal businesses by product and by region

Unit: RMB

Principal businesses by product

Product name

Current period

Corresponding period of last year

Principal operating income

Principal operating costs

Principal operating

Principal operating costs

income

Ship products

6,396,382,932.72

6,408,256,088.84

7,048,076,362.01

7,012,553,796.09

Offshore engineering

320,174,444.06

308,775,195.75

89,831,168.14

127,420,426.77

products

Steel structure

357,375,955.95

336,439,069.43

355,507,842.84

336,513,278.10

Ship maintenance and

350,573,955.00

283,999,906.72

240,520,485.18

231,127,974.41

renovation

Electromechanical

353,730,044.91

274,739,504.22

635,426,307.18

611,249,880.52

products and others

Total

7,778,237,332.64

7,612,209,764.96

8,369,362,165.35

8,318,865,355.89

Principal businesses by region

Region

Current period

Corresponding period of last year

Principal operating income

Principal operating costs

Principal operating

Principal operating costs

income

China (including Hong

4,288,158,574.46

3,927,968,512.95

4,897,866,494.08

4,837,736,705.30

Kong, Macau and Taiwan)

Other regions in Asia

465,016,224.86

482,841,130.20

304,627,419.16

290,592,847.26

Europe

1,453,931,398.50

1,565,932,402.43

1,780,158,856.74

1,839,122,563.46

Oceania

452,946,939.48

457,191,994.41

235,552,115.80

233,346,125.82

North America

185,390,271.74

209,953,701.35

874,090,624.27

836,142,801.47

Africa

905,706,498.41

927,314,539.90

227,579,212.20

232,186,013.45

South America

27,087,425.19

41,007,483.72

49,487,443.10

49,738,299.13

Total

7,778,237,332.64

7,612,209,764.96

8,369,362,165.35

8,318,865,355.89

9

4.3 Analysis of investment status

4.3.1 Information on equity investments

The Company is a holding company. As at the end of the Reporting Period, the balance of equity investments made by the Group amounted to RMB740,036,800, representing an decrease of 0.12% from RMB740,935,300 as at the beginning of the year.

4.4 Non-raised funds investment projects

During the reporting period, the Company had no investment projects for raised funds.

§5 SIGNIFICANT EVENTS

5.1 Assets transactions and merger of enterprises

5.1.1 Equity sale

On 4 April 2019, the 13th meeting of the 9th session of the Board of Directors of the Company reviewed and approved the "Proposal on Major Adjustment of Structure of the Material Asset Restructuring Plan of the Company" and its related proposals. According to the strategic layout of China State Shipbuilding Corporation Limited (hereinafter referred to as "CSSC") and the changes in market-baseddebt-to-equity swaps, it was proposed to adjust the Company's material asset restructuring plan. The adjusted plan didn't involve the issuance of shares to purchase assets, the transaction method was changed to asset swap, and the Company's main business would change, all which were expected to constitute a material asset swap. The material asset restructuring plan was intended to be adjusted as follows: the Company intended to carry out asset swaps with CSSC. The Company intended to swap in 100% equity interest of Eastern Shanghai Heavy Machinery Co., Ltd., 100% equity interest of CSSC Marine Power Co. Ltd., 51% equity interest of CSSC Marine Power Institute Co., Ltd. and 15% equity interest of Shanghai CSSC Mitsui Shipbuilding Diesel Engine Co., Ltd. held by CSSC., and swap out part of the equity interest of CSSC Huangpu Wenchong Shipbuilding Company Limited (hereinafter referred to as "Huangpu Wenchong") and Guangzhou Shipyard International Company Limited (hereinafter referred to as "GSI") held by the Company that are equivalent in value to the above-mentionedswap-in assets.

On 7 August 2019, the 16th meeting of the 9th session of the Board of the Company reviewed and

10

approved the "Proposal on Major Adjustment of Structure of the Material Asset Restructuring Plan (the Plan) of the Company" and related proposals. CSSC and China Shipbuilding Industry Corporation have drawn up strategic restructuring, and at the same time there is horizontal competition between the Company, CSSC and China Shipbuilding. Considering the fact that overcapacity in the civilian product ship market is difficult to substantially improve in the short term, so in order to improve the Company's financial position, improve profitability, smoothly promote market-orienteddebt-to-equity swap project and resolve horizontal competition, the Company intends to adjust the material assets restructuring plan reviewed and disclosed at the 13th meeting of the 9th session of the Board of Directors. The adjusted plan does not involve the issuance of shares to purchase assets and asset swap, and the transaction method is changed to assets sale. The specific content is as follows: the Company sells 27.4214% of the equity of GSI to China Shipbuilding, who pays the transaction consideration by way of non-public issuance of A shares to the Company, and at the same time, the Company waives the pre-emptive rights of first refusal to acquire the 23.5786% equity in GSI and the 30.9836% equity in Huangpu Wenchong held and intended to transfer by market-orienteddebt-to-equity investors of GSI and Huangpu Wenchong. Upon completion of the transaction, the Company is expected to acquire a approximately 5.28% equity in China Shipbuilding. Upon completion of the above, the Company will hold a 49% equity in GSI, and will no longer have a consolidated statement on it; and the Company will hold a 69.0164% equity in Huangpu Wenchong, which will remain a holding subsidiary within the scope of the Company's consolidated statements. For details, please refer to the "Resolutions of the 13th Meeting of the 9th session of the Board of Directors of CSSC Offshore" and the "Resolutions of the 16th Meeting of the 9th session of the Board of Directors of CSSC Offshore" issued on the website of the Shanghai Stock Exchange (www.sse.com.cn), the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (comec.cssc.net) on 4 April 2019 and 7 August 2019.

5.2 Profit distribution and cash dividend policy

5.2.1 Implementation of profit distribution proposal during the Reporting Period

As considered and passed at the annual general meeting of 2018 of the Company held on 28 May 2019, the Company's 2018 annual profit distribution plan is as follows: according to Item 4 of Section (III) of the Profit Distribution Policy, the Article 215 of the Articles of Association of CSSC Offshore & Marine Engineering (Group) Company Limited, in view of the Company's net profit attributable to shareholders of listed companies in 2018 is negative, the Company decides not to distribute dividends for 2018, nor

11

would it convert any capital reserve into share capital.

5.2.2 Profit distribution during the Reporting Period

The Company will not make profit distribution or convert any capital reserve into share capital for the first half of 2019.

5.3 Material litigations, arbitrations and matters commonly concerned by media

On 31 December 2010, the Company and its subsidiary Guangzhou Guangli Shipbuilding Human Resources Service Company Limited ("Guangli") filed four lawsuits at the Zhenjiang Intermediate People's court of Jiangsu province, being a case on the Company's claim against Jiangsu Shenghua for return of properties, a case on technical service contract dispute, and the cases on Guangli's claim against Jiangsu Shenghua for 79,600 ton bulk carriers 1# and 2# installment work contract disputes. On 4 June 2013, Wuhan Maritime Court mediated the litigation between the Company and Jiangsu Shenghua, and Jiangsu Shenghua had returned all the related assets. As for the case that the Company claimed against Jiangsu Shenghua in relation to a dispute over technical service contract, and the case that Guangli claimed against Jiangsu Shenghua for 79,600 ton bulk carriers 1# and 2# installment work contract disputes, please refer to the "Significant Events - (I) Significant Litigations and Arbitrations" in the annual report of the Company for the year 2011 for details.

The Company attended the second meeting of creditors on 27 April 2017 and received a ruling made by Zhenjiang Intermediate Court on 17 May 2017 which approved the proposal for liquidation and realization of properties of Jiangsu Shenghua. The valuation of the existing properties, land and structures erected thereon and machinery and equipment of Jiangsu Shenghua was completed, and its ships under construction were still under valuation. Land, properties, machinery and other related assets have been bid at RMB77.65 million. The 3rd meeting of debtors for liquidation is expected to be held within 2019.

Save as disclosed, as at 30 June 2019, the Company was not involved in any material litigations or arbitrations and, to the best of the knowledge of the Company, there were no material litigations or arbitrations pending or threated against or by the Company.

12

5.4 Entrustment, contracting and leasing matters

5.4.1 Leasing

Unit: RMB in ten thousand

Name of lessor

Name of

Assets

Amount

Date of

Date on which

Rental

Basis for

Impact of

Whether

Relationship

lessee

leased

of

commencemen

the lease will

income

determination

rental

related

assets

t of lease

be terminated

of rental

income on

transaction

leased

income

the

Company

The

date

on

Yes

Sister company

Guangzhou

Land,

which

the

of the Group

relocation

is

Ship Industrial

Huangpu

buildings

-

2014.5.1

completed

and

-

Company

Wenchong

and

production

Limited

structures

commences at

the new plant

2018.11.1

The

date

on

Yes

Sister company

Guangzhou

Land,

which

the

of the Group

relocation

is

Wenchong

Wenchong

buildings

-

completed

and

-

-

-

Properties Co.,

Shipyard

and

production

Ltd.

structures

commences at

the new plant

Description of leases:

Guangzhou Ship Industrial Co., Ltd. and Huangpu Wenchong entered into a lease agreement in relation to land use right, pursuant to which Guangzhou Company shall lease the land use right owned by it in relation to the land at the Changzhou Plant to Huangpu Wenchong for its operational use. The rent for the land use right shall be determined based on the principle of asset depreciation, amortisation and taxes. The rent shall be paid on an annual basis in the form of cash at bank and on hand. The term for the aforesaid lease of land use right commenced on 1 May 2014 and will end on the date on which the relocation of Huangpu Wenchong is completed and production commences at the new plant.

13

Guangzhou Wenchong Properties Co., Ltd. and Guangzhou Wenchong Shipyard Co. Ltd. (hereinafter referred to as "Wenchong Shipyard") entered into a lease agreement in relation to land use right, and leased part of the land use rights of the Wenchong Plant owned by it to Wenchong Shipyard for operation. The rent for the land use right shall be determined based on the principle of asset depreciation, amortisation and taxes. The rent shall be paid on an annual basis in the form of cash at bank and on hand. The term for the aforesaid lease of land use right commenced on 1 November 2018 and will end on the date on which the relocation of Wenchong Shipyared is completed and production commences at the new plant.

5.4.2 Guarantee

Unit: RMB

External guarantees by the Company (excluding guarantees for its subsidiaries)

Guara

Relationsh

Guarantee

Amount of

Date of

Guarantee

Guarantees

Type of

Whether

Whether

Overdue

Existence

Whether

Relati

ntor

ip between

d entity

guarantee

guarantee

s Date of

Date of

guarante

fully

guarantee

amount

of counter

provided

onship

guarantor

(date of

commence

expiry

e

executed

is

guarantee

for

and the

signing of

ment

overdue

related

Company

agreement

party

)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total amount of guarantees during the Reporting Period

-

(excluding guarantees provided for its subsidiaries)

Total balance of guarantees at the end of the Reporting Period (A)

-

(excluding guarantees provided for its subsidiaries)

Guarantees provided by the Company for its subsidiaries

Total amount of guarantees provided for its subsidiaries during the Reporting

520,000,000.00

Period

Total balance of guarantees provided for its subsidiaries at the end of the

820,000,000.00

Reporting Period (B)

14

Total amount of guarantees provided by the Company (including those provided for its subsidiaries)

Total amount of guarantees (A+B)

820,000,000.00

Total amount of guarantees as a percentage of the Company's net assets (%)

5.41

Including:

Amount of guarantees provided for shareholders, actual controllers and

-

related parties (C)

Amount of debt guarantees provided directly or indirectly for companies

120,000,000.00

with gearing ratio of over 70% (D)

Total amount of guarantees in excess of 50% of net assets (E)

-

Sum of the above three guarantees (C+D+E)

120,000,000.00

Description of outstanding guarantees which may incur several and joint

Not applicable

liability

Note on guarantees

During the Reporting Period, the Group provided guarantee with a total balance of guarantee of

RMB820 million, all of which are guarantees provided by Huangpu Wenchong, a subsidiary controlled

by the Company, to a wholly-owned subsidiary thereof. The guarantee items are comprehensive credit

guarantee and working capital loan guarantee, etc. The cap set out in the framework for the proposed

guarantees between the Company and its subsidiaries for the year 2019 and their amounts has not been

exceeded.

15

5.5 Environmental information

5.5.1 Description of the environment protection of the Company and its major subsidiaries falling to be the key waste water emission entities as announced by the environment protection authorities of the PRC

According to the Circular on the List of the Key Pollution Discharge Entities in Guangzhou for 2019 (Sui Huan [2019] No. 45) issued by Guangzhou Environmental Protection Bureau in March 2019, five members of the Group, namely GSI, Huangpu Wenchong, Guangzhou Longxue Pipe Co., Ltd. (hereinafter referred to as "Longxue Pipe"), Wenchong Shipyard and Guangzhou Huangchuan Ocean Engineering Co. Ltd (hereinafter referred to as "Huangchuan Ocean Engineering"), were included as key pollution discharge entities in Guangzhou for 2019. According to a circular (Sui Nan Huan Shui [2017] No. 75) issued on 29 March 2017, Wenchong Dockyard was included as a key pollution discharge entity in Nansha District.

5.5.1.1 Information on pollution discharge

1. GSI

The main pollutants discharged in the production process of GSI are waste gas, waste water, solid waste and noise.

(1) Waste gas

The waste gas generated by GSI mainly represents dust and organic waste gas. GSI has established waste gas treatment devices to ensure that the emission concentration of the air pollutant emitted reaches the level II, period II standard for type II control region set out in the Emission Limits of Air Pollutants of Guangdong Province. During the Reporting Period, there existed no waste gas emissions of GSI that exceeded the standard.

(2) Waste water

The waste water generated by GSI includes production waste water and domestic waste water. The production waste water represents mainly the oily waste water generated in the mooring experiments of ship wharves and the pipeline oil intermingling process. The domestic waste water is from the sewage generated at the production area and the office area. During the Reporting Period, GSI discharged a total of 224,175 tonnes of waste water, the water pollutant emission concentration of which has reached the level I, period II standard set out in the Emission Limits of Air Pollutants of Guangdong Province.

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(3) Solid waste (including hazardous waste)

The solid waste generated by GSI is mainly classified into two types, being production solid waste and domestic refuse. GSI collects and separates the solid waste generated. Recyclable solid waste such as waste metal is utilised by waste material recycling companies, non-recyclable solid waste is disposed of by the environmental protection companies and transported to a qualified landfill for disposal, and domestic garbage shall be collected and disposed of by the local environmental sanitation authorities. Qualified entities with hazardous waste business license are appointed to treat hazardous waste. During the Reporting Period, GSI disposed of a total of 14,520 tonnes of general solid waste and a total of 418.92 tonnes tons of hazardous waste.

(4) Noise

The noise generated by GSI is mainly production noise. It conducts noise emission detection at boundary on a regular basis to ensure that the noise at boundary meets the level II standard set out in the Emission Standard for Industrial Enterprise Noise at Boundary.

2. Longxue Pipe

The main pollutants discharged in the production process of Longxue Pipe are waste gas, waste water, solid waste and noise.

(1) Waste gas

The waste gas generated by Longxue Pipe includes dust gas, organic waste gas and acid mist gas, and the emission concentration of the air pollutant emitted met the level II, period II standard for type II control region set out in the Emission Limits of Air Pollutants of Guangdong Province. During the Reporting Period, there existed no waste gas emissions of Longxue Pipe that exceeded the standard.

(2) Waste water

The waste water generated by Longxue Pipe includes acid and alkali flushing waste water, etc. During the Reporting Period, Longxue Pipe discharged a total of 6,553 tonnes of waste water, and the emission concentration of water pollutants met the level III, period II standard set out in the Emission Limits of Water Pollutants of Guangdong Province. During the Reporting Period, there existed no waste water emissions of Longxue Pipe that exceeded the standard.

(3) Solid waste (including hazardous waste)

The solid waste generated by Longxue Pipe includes hazardous waste (phosphate slag sludge etc.),

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general industrial solid waste and domestic refuse. Qualified entities are appointed to dispose of hazardous waste generated by it. During the Reporting Period, Longxue Pipe disposed of a total of

516.74 tonnes of solid waste.

(4) Noise

The noise generated by Longxue Pipe represents mainly production noise. The noise at boundary met the level II standard set out in the Emission Standard for Industrial Enterprise Noise at Boundary.

3. Huangpu Wenchong

The main pollutants discharged in the production process of Huangpu Wenchong are waste water, waste gas, solid waste and noise.

(1) Waste gas

The waste gas generated by Huangpu Wenchong mainly represents dust waste gas and volatile organic waste gas during the production process. It has established waste gas treatment devices to ensure that the emission concentration of the air pollutant emitted meets the level II, period II standard for type II control region set out in the Emission Limits of Air Pollutants of Guangdong Province. During the Reporting Period, there existed no waste gas emissions of Huangpu Wenchong that exceeded the standard.

(2) Waste water

The waste water generated by Huangpu Wenchong includes production waste water and domestic waste water. The production waste water represents mainly the oily waste water generated in the mooring experiments of ship wharves, workshop industrial waste water, and cabin-cleaning oily waste water. The domestic waste water is from the sewage generated at the production area and the office area. The cabin-cleaning oily waste water following disposal at the oily water disposal station, together with domestic sewage and other industrial waste water, is discharged into municipal sewage pipelines. During the Reporting Period, Huangpu Wenchong discharged a total of 328,396 tonnes of waste water, the water pollutant emission concentration of which has met the level III, period II standard set out in the Emission Limits of Water Pollutants of Guangdong Province. During the Reporting Period, there existed no waste water emissions of Huangpu Wenchong that exceeded the standard.

(3) Solid waste (including hazardous waste)

The solid waste generated by Huangpu Wenchong is mainly divided into two categories, being production solid waste and domestic refuse, which are further divided into three types based on the

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characteristics of solid waste, namely recyclable solid waste, non-recyclable solid waste (industrial refuse) and hazardous waste.

Huangpu Wenchong collects and separates solid waste. Recyclable solid waste such as waste metal is utilised by waste material recycling companies, and non-recyclable solid waste (industrial refuse) is delivered to Guangzhou Shijie Environment Protection Equipment Co., Ltd. for transportation and disposal. Domestic refuse is delivered to the environmental sanitation authority of Changzhou Street, while Zhaoqing Xin Rong Chang Environmental Protection Co., Ltd., Guangdong Xinsheng Environmental Technology Co., Ltd. and Miluo Wanrong Solid Waste Processing Co., Ltd., which are qualified, are appointed to dispose of hazardous waste. During the Reporting Period, 990 tonnes of solid waste (industrial refuse) and 204.47 tonnes of hazardous waste were disposed of.

(4) Noise

The noise generated by Huangpu Wenchong represents mainly production noise and mechanical noise. The noise at boundary met the level II standard set out in the Emission Standard for Industrial Enterprise Noise at Boundary (GB12348-2008).

4. Wenchong Shipyard

The main pollutants discharged in the production process of Wenchong Shipyard are waste gas, waste water, solid waste and noise.

(1) Waste gas

The waste gas generated by Wenchong Shipyard mainly represents organic waste gas and dust. It has five sets of organic waste gas purification treatment devices and seven filter dust removers to ensure that the emission concentration of the air pollutant emitted meets the level II, period II standard set out in the Emission Limits of Air Pollutants of Guangdong Province (DB44/27-2001). During the Reporting Period, all its waste gas emissions met the standard.

(2) Waste water

The waste water generated by Wenchong Shipyard includes production waste water and domestic waste water. The production waste water represents mainly the oily waste water generated in the mooring experiments of ship wharves and the pipeline oil intermingling process. The domestic waste water is from the sewage generated at the production area and the office area. The emission concentration of its water pollutants met the level B limit set out in the table 1 in the Wastewater Quality Standards for Discharge to Municipal Sewers (CJ343-2010). During the Reporting Period,

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Wenchong Shipyard discharged a total of 125,290 tonnes of waste water.

(3) Solid waste (including hazardous waste)

The solid waste generated by Wenchong Shipyard includes hazardous waste, general industrial solid waste and domestic refuse. Qualified entities are appointed to dispose of hazardous waste generated by it. During the Reporting Period, Wenchong Shipyard disposed of 2,548 tonnes of general industrial waste and 639.48 tonnes of hazardous waste.

(4) Noise

The noise generated by Wenchong Shipyard represents mainly production noise and mechanical noise. The noise at boundary met the level II standard set out in the Emission Standard for Industrial Enterprise Noise at Boundary (GB12348-2008).

5. Huangchuan Ocean Engineering

The main pollutants discharged in the production process of Huangchuan Ocean Engineering are waste gas, waste water, solid waste and noise.

(1) Waste gas

The waste gas generated by Huangchuan Ocean Engineering mainly represents dust and organic waste gas. It has established waste gas treatment devices to ensure that the emission concentration of the air pollutant emitted meets the level II, period II standard for type II control region set out in the Emission Limits of Air Pollutants of Guangdong Province. During the Reporting Period, there existed no waste gas emissions of Huangchuan Ocean Engineering that exceeded the standard.

(2) Waste water

The waste water generated by Huangchuan Ocean Engineering includes production waste water and domestic waste water. The production waste water represents mainly the oily waste water generated in the mooring experiments of ship wharves and the pipeline oil intermingling process. The domestic waste water is from the sewage generated at the production area and the office area. During the Reporting Period, Huangchuan Ocean Engineering discharged a total of 137,317 tonnes of waste water, the water pollutant emission concentration of which has met the level I, period II standard set out in the Emission Limits of Air Pollutants of Guangdong Province, and no standard had been exceeded.

(3) Solid waste (including hazardous waste)

The solid waste generated by Huangchuan Ocean Engineering includes mainly three types, namely

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recyclable solid waste, non-recyclable solid waste and hazardous waste. Huangchuan Ocean Engineering collects and separates the solid waste generated. Recyclable solid waste such as waste metal is utilised by waste material recycling companies. Qualified entities are appointed to treat non-recyclable solid waste and hazardous waste. During the Reporting Period, Huangchuan Ocean Engineering disposed of 2,328.14 tonnes of industrial refuse and 141.62 tonnes of hazardous waste.

(4) Noise

The noise generated by Huangchuan Ocean Engineering is mainly production noise. It conducts noise emission detection at boundary on a regular basis to ensure that the noise at boundary meets the level II standard set out in the Emission Standard for Industrial Enterprise Noise at Boundary, and no standard had been exceeded

6. Wenchong Dockyard

The main pollutants discharged in the production process of Wenchong Dockyard are waste gas, waste water, solid waste and noise.

(1) Waste gas

The waste gas generated by Wenchong Dockyard mainly represents dust and organic waste gas. Electromechanical organic waste gas comes from the production process of dipping paint and baking paint and is discharged through a 15-metre exhaust funnel; acid mist exhaust comes from the side suction hood alongside the acid tank of chemical cleaning yard of electromechanical general workshop, and waste gas is pumped to a KTXD-20K fiberglass purification tower by a fan for purification treatment and then discharged through a 15-metre exhaust funnel. The emission concentration of the air pollutant emitted meets the level II, period II standard for type II control region set out in the Emission Limits of Air Pollutants of Guangdong Province. During the Reporting Period, no waste gas emissions of Wenchong Dockyard had exceeded the standard.

(2) Waste water

The waste water generated by Wenchong Dockyard includes production waste water and domestic sewage. The production waste water mainly comes from docks, ship maintenance wharves, hatch cover repair yard, electromechanical general workshop, pipe processing workshop and air compressor station. The domestic sewage is from the sewage generated at the production area and the office area. During the Reporting Period, Wenchong Dockyard discharged a total of 33,501 tonnes of waste water, the water pollutant emission concentration of which has met the level I, period II standard set out in the Emission Limits of Air Pollutants of Guangdong Province, and no standard had been exceeded.

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(3) Solid waste (including hazardous waste)

The solid waste generated by Wenchong Dockyard mainly includes: waste steel, waste copper ore, waste welding materials, waste mineral oil, oily wastewater, waste acid and wastewater treatment sludge, paint residue and industrial refuse. Qualified entities are appointed to recover various wastes for comprehensive utilisation or disposal. A general industrial solid waste dump and a hazardous waste temporary storage are set up in the plant area. During the Reporting Period, Wenchong Dockyard disposed of 45,285 tonnes of solid waste and 1,520 tonnes of hazardous waste.

(4) Noise

The noise generated by Wenchong Dockyard mainly comes from production processes such as sandblasting derusting, steel plate correction, plasma cutting and electric welding and fixed equipment such as air compressor, fan, water pump and transformer. The sources of noise are mainly located at docks, ship maintenance wharves/hatch cover repair yard, hull workshop, pipe workshop, water supply pump room, sewage lift pump room, air compressor station and substation, etc. By optimising plant layout, giving priority to adopting low noise equipment and setting up dedicated machine rooms equipped with sound insulation/silencing/vibration reduction measures, the impact of noise on the external environment was mitigated.

5.5.1.2 Construction and operation of pollution prevention facilities

1. GSI

GSI has established 26 sets of cyclone + filter cartridge dust collectors and 24 sets of sinking dust collectors for dust discharged, 10 sets of activated carbon adsorption + catalytic combustion purification treatment devices for organic waste gas, and a domestic sewage treatment station and an oily wastewater treatment station for the waste water generated. For production noise, it mainly reduces the impacts of production noise through equipment selection, building enclosure, establishing sound insulation covers, installing damping pads and mufflers. In addition, it conducts day-to-day operation inspection, repair and maintenance of pollutant treatment facilities for waste water, waste gas, solid waste and noise in strict compliance with the requirements of the Regulations on Prevention and Control of Environmental Pollution of GSI to ensure that the facilities operate normally and the pollutants are not discharged until treated and meeting the standard.

2. Longxue Pipe

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Longxue Pipe has established water filter dust removers for zinc oxide dust discharged, activated carbon adsorption purification devices for organic waste gas, and acid mist towers and washing towers for acid mist waste gas, sewage treatment station for waste water, and established separate machine rooms and adopted noise reduction and other measures for high noise equipment. It conducts day-to-day operation inspection, repair and maintenance of pollutant treatment facilities for waste water, waste gas, solid waste and noise to ensure that the facilities operate normally and the pollutants are not discharged until treated and meeting the standard.

3. Huangpu Wenchong

Huangpu Wenchong has established a sewage water treatment station to treat the dirty oil in the ship's clearing. The industrial waste gas treatment system was installed in the steel plate pretreatment line and painting room, and the above equipment and facilities were operating normally.

Huangpu Wenchong has established 5 sets of cyclone + filter cartridge dust collectors for the 2-metre and 3-metre steel plate pre-treatment lines and painting rooms which generate dust, 3 sets of activated carbon adsorption + catalytic combustion purification treatment devices for the 2-metre and 3-metre steel plate pre-treatment lines and painting rooms which generate organic waste gas, and a domestic sewage treatment station and an oily wastewater treatment station for the waste water generated. For production noise, it mainly reduces the impacts of production noise through equipment selection, building enclosure, establishing sound insulation covers, installing damping pads and mufflers. In addition, it conducts day-to-day operation inspection, repair and maintenance of pollutant treatment facilities for waste water, waste gas, solid waste and noise in strict compliance with the requirements of the Environmental Protection Management Measures of Huangpu Wenchong to ensure that the facilities operate normally and the pollutants are not discharged until treated and meeting the standard.

4. Wenchong Shipyard

For waste gas emission, Wenchong Shipyard has established 5 sets of activated carbon adsorption + catalytic combustion desorption treatment devices and 7 sets of cyclone dust removal and filter cartridge dust collectors at the painting workshop and the steel plate pre-treatment workshop. For waste water emission, it completed the rain and sewage diversion project (for shipbuilding space), and production waste water and domestic waste water are directly discharged to the waste water treatment plant through municipal pipelines. For noise, it adopts measures including installing sound insulation and noise elimination facilities to reduce the impacts of production noise, and conducts day-to-day operation inspection, repair and maintenance of pollutant treatment facilities for waste water, waste gas, solid waste and noise to ensure that the facilities operate normally and the pollutants are not

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discharged until treated and meeting the standard.

5. Huangchuan Ocean Engineering

Huangchuan Ocean Engineering has established a sewage treatment station to treat production waste water and domestic waste water, installed cyclone + filter cartridge dust collectors at the steel pre-treatment line and sandblasting room, and 12 sets of activated carbon adsorption + catalytic combustion purification treatment devices for organic waste gas. All these facilities operate normally. For production noise, it mainly reduces the impacts of production noise through equipment selection, building enclosure, establishing sound insulation covers, installing damping pads and mufflers, etc.

6. Wenchong Dockyard

Wenchong Dockyard has 6 sets of sewage treatment systems. Oily wastewater is treated at the oily wastewater treatment station and then discharged into the sewage treatment station in the dock area for further treatment. Chemical cleaning wastewater is treated at the chemical cleaning wastewater treatment station and then discharged into the sewage treatment station in the wharf area for further treatment. General production waste water and domestic sewage are delivered to the sewage treatment station in the dock area and the sewage treatment station in the wharf area. Slurry water generated by high pressure water cleaning operation undergoes flocculation and sedimentation treatment. Welding flue gas at hull workshop is treated by mobile welding flue gas purifier. Welding flue gas at pipe workshop is filtered by a welding flue gas treatment system. Organic waste gas generated by immersion and drying at the electromechanical general workshop is purified by an activated carbon absorption device. Acid mist waste gas generated by chemical cleaning is purified by a fiberglass acid mist purification tower. The above environmental treatment equipment is in good condition and operates effectively.

5.5.1.3 Environmental impact assessment for construction projects and other administrative permission for environmental protection

1. GSI

GSI strictly complies with the requirements of the relevant environmental laws and regulations and conducts the "Three simultaneousness" work for the environmental protection for construction projects. On 11 January 2006, the former State Environmental Protection Administration issued a reply to the Environmental Impact Report on the Civil Product Shipbuilding Area Project of Phase I of the CSSC Longxue Shipbuilding Base (Huan Shen [2006] No. 22), and the project passed the inspection and acceptance of the Ministry of Environmental Protection on 27 July 2010. The Nansha

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Environmental Protection Bureau of Guangzhou issued the Letter of Review Opinions for the Environment Report for the General Warehouse Technical Upgrade Project of Guangzhou Shipyard International Company Limited on 18 August 2015, and the project passed the inspection and acceptance of Nansha Environmental Protection and Water Affairs Bureau of Guangzhou on 29 December 2016. GSI has obtained the pollutant discharge permit in accordance with the requirements of environmental protection laws and regulations. In 2019, the environmental protection completion acceptance of the 1# sectional welding workshop expansion project was completed.

2. Longxue Pipe

Longxue Pipe strictly complies with the requirements of the relevant environmental laws and regulations and conducts the "Three simultaneousness" work for the environmental protection for construction projects. Nansha Environmental Protection Bureau of Guangzhou issued a reply to the Environmental Impact Report on the Phase I Construction Project of Guangzhou Longxue Pipe Co., Ltd. (Sui Nan Qu Huan Guan Huan Guan Ying [2010] No. 104) on 30 August 2010, and the project passed the inspection and acceptance of Nansha Environmental Protection Bureau of Guangzhou in 2012. Longxue Pipe has obtained the pollutant discharge permit in accordance with the requirements of environmental protection laws and regulations.

3. Huangpu Wenchong

The construction of the environmental protection facilities of the general technical upgrade project of Huangpu Wenchong was substantially completed. Currently the environmental acceptance report has been prepared and it is in the process of applying for on-site inspection and acceptance for environmental protection in accordance with the procedures. Huangpu Wenchong has obtained the pollutant discharge permit in accordance with the requirements of environmental protection laws and regulations.

4. Wenchong Shipyard

Wenchong Shipyard owns environmental protection administrative licenses including the Pollutant Discharge Permit of Guangdong Province, the Drainage permit and the Radiation Safety License. In 2018, the Company conducted the construction project environmental impact assessment and completed the preparation of environmental impact report for painting workshop E/F and the temporary storage site for hazardous wastes, which completed the inspection and acceptance and was put it into normal operation in May 2019. Wenchong Shipyard has obtained the pollutant discharge permit in accordance with the requirements of environmental protection laws and regulations.

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5. Huangchuan Ocean Engineering

The acceptance approvals for the offshore engineering Phase I, offshore engineering production capacity expansion and offshore engineering supplementary projects of Huangchuan Ocean Engineering, all of which were completed, had been obtained. The pollutant discharge permit had been obtained in 2014. A reply from Nansha Environmental Protection and Water Affairs Bureau to the environment impact assessment of the newly-built Longxue Gas Cylinder Transfer Station (Sui Nan Qu Huan Shui Guan Ying (2017) No. 93) was obtained, and the inspection and acceptance is completed in April 2019. A reply to the investment project was obtained from Nansha Environmental Protection Bureau (Sui Nan Kai Huan Guan Ying [2014] No. 190) in 2014, and the project is currently under construction. Huangchuan Ocean Engineering has obtained the pollutant discharge permit in accordance with the requirements of environmental protection laws and regulations.

6. Wenchong Dockyard

Wenchong Dockyard received the phase 1 and phase 2 environmental impact assessment approvals (Huan Shen [2006] No. 681 and Huan Shen [2007] No. 526) in 2006 and 2007, respectively. In June 2011, China National Environmental Monitoring Centre prepared the Monitoring Report on Completion Acceptance for Environmental Protection of the Ship Maintenance Project of Longxue Shipbuilding Facility of CSSC, and the Ministry of Environmental Protection issued an approval (Huan Yan [2010] No. 208). The Environmental Protection Bureau of Nansha District also issued approvals for the environmental impact assessment of construction of a new special pipe workshop and the extension of 2# dock (Sui Nan Kai Huan Guan Ying [2015] No. 143 and Sui Nan Qu Huan Shui Guan Ying [2017] No. 231). Wenchong Dockyard has obtained the pollutant discharge permit in accordance with the requirements of environmental protection laws and regulations.

5.5.1.4 Emergency plans for sudden environmental events

1. GSI and Longxue Pipe

Both GSI and Longxue Pipe have prepared the Emergency Plan for Sudden Environmental Events in accordance with the relevant requirements for safety and environmental protection in the PRC, which were filed with the environmental protection authorities in the first half of 2017.

Both GSI and Longxue Pipe have established an emergency rescue leading team and an emergency rescue professional team. The emergency plan sets out clear emergency response procedures, the position responsibilities of emergency personnel and the emergency response measures for various

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environmental risks in day-to-day operation (such as safety training, file drills and material support).

2. Huangpu Wenchong

The emergency plan for sudden environmental events developed by Huangpu Wenchong passed expert review and was filed with Huangpu Environmental Protection Bureau in 2015. A retrospective review has been conducted in the second half of 2018 to assess its applicability and effectiveness.

Huangpu Wenchong has established an emergency rescue leading team and an emergency rescue professional team. The emergency plan sets out clear emergency response procedures, the position responsibilities of emergency personnel and the emergency response measures for various environmental risks in day-to-day operation (such as safety training, file drills and material support).

3. Wenchong Shipyard

In October 2018, Wenchong Shipyard launched the second round of environmental emergency plan and risk assessment. The work experienced site survey, data collection, pre-planning, report preparation, expert review, on-site rectification and other stages, and in January 2019, it successfully completed the filing of Huangpu Environmental Protection Bureau. The results of the work were mainly presented as Emergency Plan for Sudden Environmental Events, the Risk Assessment Report for Sudden Environmental Events and the Company Emergency Resources Investigation Report. At the beginning of the year, the Company formulated and released the drill plan of annual safety environment emergency plan, and each department completed the task according to the schedule.

4. Huangchuan Ocean Engineering

The Emergency Plan for Sudden Environmental Events developed by Huangchuan Ocean Engineering passed expert review and was filed with Nansha Environmental Protection Bureau in 2014. Another review was conducted in later 2016 to re-assess its applicability and effectiveness, and it was re-filed with Nansha Environmental Protection and Water Affairs Bureau in January 2017.

5. Wenchong Dockyard

The Emergency Plan for Sudden Environmental Events and the Risk Assessment Report for Sudden Environmental Events developed by Wenchong Dockyard passed expert review and was filed with the Environmental Protection and Water Affairs Bureau of Nansha District in August 2017. No environmental pollution incidents had occurred in 2018. An emergency drill for sudden environmental events was organised once a year.

5.5.1.5 Emergency plans for sudden environmental events

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The Group's key pollutant discharge entities appoint qualified testing institutions on a regular basis to monitor the discharge of pollutants including waste water, waste gas, noise and radiation as well as whether the pollutants discharged have met the relevant standards, which are subject to ad-hoc regulatory supervision by environmental protection authorities.

5.6 Notes on other significant events

5.6.1 Details of charges on the assets of the Group

As at 30 June 2019, the Company had a total of bank deposits amounting to RMB2,185 million pledged to secure long- and short-term borrowings, letters of guarantee, letters of credit, projects or as deposit for bank drafts. Save as disclosed above, no other assets of the Company were pledged.

5.6.2 Gearing ratio

As at 30 June 2019, the Group's gearing ratio (total liabilities/total assets x 100%) was 68.16% (as at the beginning of the Reporting Period: 69.76%), basically unchanged from the beginning of the year.

5.6.3 Repurchase, disposal or redemption of securities of the Company

The Group has not made any purchase, disposal or redemption of securities of the Company or any of its subsidiaries during the Reporting Period.

§6 CORPORATE GOVERNANCE REPORT

During the Reporting Period, the general meeting of the Company, the Board and the management performed their specific responsibilities and regulated corporate operation to ensure the true, accurate and complete disclosure of corporate information. Specialized committees of the Board carried out works in accordance with their respective duties, and independent non-executive Directors played an important role in the work of Board.

6.1 Corporate Governance

The Company keeps improving its corporate governance structure in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, relevant laws and regulations issued by the China Securities Regulatory Commission and the requirements of the listing rules of the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited. To date, the Company's governance had no material difference from the Company Law and relevant regulations of the China Securities Regulatory Commission. Saved as disclosed below, during the six

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months ended 30 June 2019, the Company has applied the codes set out in the Corporate Governance Code and Corporate Governance Report (the "CG Code") contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and has complied with all the code provisions, except that for the purpose of Code Provision A.6.7 of the CG Code, Mr. Chen Zhongqian, Mr Xiang Huiming and Mr. Chen Ji, being executive Directors, Mr. Shi Jun, being non-executive Directors, and Mr. Liu Renhuai, being independent non-executive Directors, were unable to attend the annual general meeting of 2018 of the Company held on 28 May 2019 for work reason.

6.2 Securities Transactions by Directors

The Company has strictly complied with the relevant restrictive provisions imposed by PRC and Hong Kong regulatory organs in relation to securities transactions by directors and has consistently upheld the principle of complying with the most stringent provisions and had adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix 10 to the Listing Rules. The Company has made specific inquiry of all its directors for preparing this Report and all directors have confirmed that they have complied with the required standard of dealings as set out in the Model Code for Securities Transactions by Directors of Listed Issuers during the Reporting Period.

6.3 Meetings of the Board

To date a total of 7 meetings (including 5 meetings held in writing) were held by the Board. All Directors attended these meetings (including attendance by proxy). In addition, the Audit Committee held 6 meetings to consider issues including the annual report of the Company for the year 2018, the report on the internal control review, the first quarterly report for the year 2019 and major asset sales, etc.; the Emolument and Examination Committee held 1 meeting to consider the resolutions on the remuneration of the Directors, Supervisors and senior management of the Company for the year 2018; the Strategy Committee held 1 meeting, on which the Company made a report on its development strategy and capital operation. To date, the general meeting of the Company, the Board and the management performed their specific responsibilities and regulated corporate operation to ensure the true, accurate, complete, timely and fair disclosure of corporate information. Specialized committees of the Board carried out works in accordance with their respective duties, and independent non-executive Directors played an important role in the work of Board.

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§7 FINANCIAL STATEMENTS PREPARED UNDER THE

ACCOUNTINGSTANDARDS OF THE PRC

(Amounts denominated in Renminbi unless otherwise specified)

Consolidated Balance Sheet

30 June 2019

Prepared by: CSSC Offshore & Marine Engineering (Group) Company Limited

Unit: RMB

Item

30 June 2019

31 December 2018

Current assets:

Cash at bank and on hand

7,033,700,046.08

10,337,887,158.50

Settlement reserve

Placements with banks and non-bank

financial institutions

Financial assets held-for-trading

47,015,330.33

11,685,155.01

Financial assets at fair value through

profit or loss

Derivative financial assets

Notes receivable

102,780,137.27

130,810,712.06

Accounts receivable

3,514,084,587.92

2,562,295,160.42

Receivable financing

Prepayments

3,632,961,295.56

3,020,857,780.23

Insurance premium receivable

Reinsurance premium receivable

Reserves for reinsurance contract

receivable

Other receivables

993,612,135.28

326,086,350.28

Including: Interest receivable

28,584,999.26

46,907,817.53

Dividends receivable

185,273.02

Financial assets purchased under

agreements to resell

Inventories

5,531,246,793.46

4,955,993,857.79

Contract assets

7,516,302,519.33

6,860,770,802.28

Assets held for sale

Non-current assets due within one year

400,000,000.00

463,415,968.00

Other current assets

243,646,496.83

365,378,116.05

Total current assets

29,015,349,342.06

29,035,181,060.62

Non-current assets:

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Loans and advances to customers

Debt investments

Available-for-sale financial assets

Other debt investments

Held-to-maturity investments

Long-term receivables

2,176,499,290.71

1,976,516,046.20

Long-term equity investments

740,036,766.87

740,935,298.11

Investments in other equity instruments

71,478,588.58

63,403,225.93

Other non-current financial assets

Investment properties

21,308,295.44

21,622,651.52

Fixed assets

11,662,555,258.81

12,046,436,020.38

Construction in progress

1,010,238,554.59

762,567,676.87

Productive biological assets

Oil and gas assets

Right-of-use asset

176,233,075.65

Intangible assets

2,053,979,115.18

2,084,830,278.97

Development expenses

Goodwill

144,231,195.67

144,231,195.67

Long-term prepaid expenses

83,338,711.86

79,285,603.23

Deferred income tax assets

374,816,976.93

440,083,496.90

Other non-current assets

26,470,552.78

80,251,531.97

Total non-current assets

18,541,186,383.07

18,440,163,025.75

Total assets

47,556,535,725.13

47,475,344,086.37

Current liabilities:

Short-term borrowings

7,524,383,875.11

4,304,387,255.88

Loans from central bank

Placements from banks and other

financial institutions

Financial liabilities held-for-trading

202,774,080.82

431,894,056.78

Financial liabilities at fair value through

profit or loss

Derivative financial liabilities

Notes payable

1,850,172,981.45

2,730,396,298.20

Accounts payable

8,263,699,493.42

7,958,832,249.26

Advances from customers

Securities sold under agreements to

repurchase

31

Deposits from customers and other banks

Brokerage for securities trading

Brokerage for underwriting securities

Employee benefits payable

62,783,802.68

41,351,166.51

Taxes payable

75,307,785.25

48,140,024.18

Other payables

284,772,011.61

336,922,424.57

Including: Interest payable

31,141,150.16

16,734,825.58

Dividends payable

394,042.49

304,042.49

Fee and commission payable

Reinsured accounts payable

Contract liabilities

6,469,940,246.41

7,112,391,961.78

Liabilities held for sale

Non-current liabilities due within one

1,489,900,000.00

4,414,000,000.00

year

Other current liabilities

233,992,036.02

182,190,818.20

Total current liabilities

26,457,726,312.77

27,560,506,255.36

Non-current liabilities:

Reserves for insurance contracts

Long-term borrowings

4,721,457,000.00

4,339,619,500.00

Bonds payable

Including: Preference shares

Perpetual bonds

Lease liabilities

128,738,531.12

Long-term payables

99,370,000.00

99,370,000.00

Long-term employee benefits payable

239,715,834.08

248,554,297.66

Estimated liabilities

685,301,841.13

802,016,709.10

Deferred income

73,859,885.16

59,916,128.16

Deferred tax liabilities

6,949,522.36

8,950,648.02

Other non-current liabilities

Total non-current liabilities

5,955,392,613.85

5,558,427,282.94

Total liabilities

32,413,118,926.62

33,118,933,538.30

Owners' equity (or shareholders'

interests):

Paid-in capital (or share capital)

1,413,506,378.00

1,413,506,378.00

Other equity instruments

Including: Preference shares

32

Perpetual bonds

Capital reserve

9,549,636,081.11

9,549,580,748.34

Less: Treasury shares

Other comprehensive income

-38,046,780.32

-45,615,426.57

Special reserve

1,224,467.93

1,226,639.50

Surplus reserve

962,441,825.31

962,441,825.31

Provision for general risks

Undistributed profit

-1,762,952,145.45

-2,153,702,475.37

Total equity (or shareholders' interests)

attributable to owners of the Parent

10,125,809,826.58

9,727,437,689.21

Company

Minority interests

5,017,606,971.93

4,628,972,858.86

Total owners' equity (or shareholders'

15,143,416,798.51

14,356,410,548.07

interests)

Total liabilities and owners' equity (or

47,556,535,725.13

47,475,344,086.37

shareholders' interests)

Legal representative: Han Guangde

Person in charge of

accounting: Hou Zengquan

Head of accounting department: Xie Weihong

33

Balance Sheet of the Parent Company

30 June 2019

Prepared by: CSSC Offshore & Marine Engineering (Group) Company Limited

Unit: RMB

Item

30 June 2019

31 December 2018

Current assets:

Cash at bank and on hand

107,410,995.53

99,371,121.05

Financial assets held-for-trading

Financial assets at fair value through

profit or loss

Derivative financial assets

Notes receivable

Accounts receivable

39,819,173.31

46,428,670.20

Receivable financing

Prepayments

1,878,270.09

2,100,230.64

Other receivables

9,290,612.44

9,520,031.06

Including: Interest receivable

44,340.01

558,431.55

Dividends receivable

Inventories

79,170,565.28

98,897,393.27

Contract assets

Assets held for sale

Non-current assets due within one

500,000,000.00

year

Other current assets

861,243,460.53

761,163,163.71

Total current assets

1,598,813,077.18

1,017,480,609.93

Non-current assets:

Debt investments

Available-for-sale financial assets

Other debt investments

Held-to-maturity investments

Long-term receivables

Long-term equity investments

7,919,870,080.03

7,921,435,986.83

Investments in other equity

instruments

Other non-current financial assets

Investment properties

Fixed assets

67,806,780.87

70,839,970.49

34

Construction in progress

Productive biological assets

Oil and gas assets

Right-of-use asset

2,351,330.29

Intangible assets

10,322,758.93

10,468,726.74

Development expenses

Goodwill

Long-term prepaid expenses

893,924.55

Deferred income tax assets

20,000,000.00

20,000,000.00

Other non-current assets

435,653,145.42

633,860,105.78

Total non-current assets

8,456,898,020.09

8,656,604,789.84

Total assets

10,055,711,097.27

9,674,085,399.77

Current liabilities:

Short-term borrowings

850,000,000.00

650,000,000.00

Financial liabilities held-for-trading

Financial liabilities at fair value

through profit or loss

Derivative financial liabilities

Notes payable

Accounts payable

48,635,181.56

58,845,591.58

Advances from customers

Contract liabilities

48,817,564.81

65,497,566.97

Employee benefits payable

Taxes payable

2,339,036.89

3,217,292.29

Other payables

45,969,343.85

41,994,848.71

Including: Interest payable

891,458.34

731,881.94

Dividends payable

304,042.49

304,042.49

Liabilities held for sale

Non-current liabilities due within

200,000,000.00

one year

Other current liabilities

352,329.61

77,418.16

Total current liabilities

1,196,113,456.72

819,632,717.71

Non-current liabilities:

Long-term borrowings

Bonds payable

Including: Preference shares

35

Perpetual bonds

Lease liabilities

2,399,044.36

-

Long-term payables

99,370,000.00

99,370,000.00

Long-term employee benefits

payable

Estimated liabilities

Deferred income

Deferred tax liabilities

Other non-current liabilities

Total non-current liabilities

101,769,044.36

99,370,000.00

Total liabilities

1,297,882,501.08

919,002,717.71

Owners' equity (or shareholders'

interests):

Paid-in capital (or share capital)

1,413,506,378.00

1,413,506,378.00

Other equity instruments

Including: Preference shares

Perpetual bonds

Capital reserve

6,147,927,729.10

6,147,927,729.10

Less: Treasury shares

Other comprehensive income

Special reserve

Surplus reserve

472,670,941.45

472,670,941.45

Undistributed profit

723,723,547.64

720,977,633.51

Total owners' equity (or

8,757,828,596.19

8,755,082,682.06

shareholders' interests)

Total liabilities and owners' equity

10,055,711,097.27

9,674,085,399.77

(or shareholders' interests)

Legal representative: Han Guangde

Person in charge of accounting: Hou Zengquan

Head of accounting department: Xie Weihong

36

Consolidated Income Statement

From January to June 2019

Unit: RMB

Item

1st half of 2019

1st half of 2018

I. Total operating income

7,816,085,319.68

8,473,768,799.74

Including: Operating income

7,816,085,319.68

8,473,768,799.74

Interest income

Premium earned

Fee and commission income

II. Total operating costs

8,354,963,237.47

9,157,920,887.93

Including: Operating costs

7,626,860,800.81

8,383,297,494.76

Interest expense

Fee and commission expenses

Refunded premiums

Net amount of compensation payout

Net increase in insurance contracts reserve

Policy dividend payment

Reinsured expenses

Taxes and surcharges

32,793,624.08

40,552,883.03

Selling expenses

8,547,839.97

31,034,687.54

Administrative expenses

374,142,028.48

392,266,908.95

Research and development expense

226,390,380.65

201,450,733.11

Finance cost

86,228,563.48

109,318,180.54

Including: Interest expenses

195,683,733.87

185,234,311.41

Interest income

128,327,120.98

107,911,578.77

Add: Other income

5,517,547.40

8,439,920.30

Investment income (loss expressed with

-200,623,239.54

20,390,428.51

"-")

Including:Investment income in associates

-2,542,980.91

-4,716,485.94

and joint ventures

Derecognition income of financial assets

measured at amortised cost (loss expressed

with "-")

Exchange gain (loss expressed with "-")

Net gain on exposure hedging (loss

expressed with "-")

Gain on change in fair value (loss

264,450,151.28

-221,420,289.98

expressed with "-")

Loss on impairment of credit (loss

-8,451,275.85

-9,818,347.40

expressed with "-")

37

Loss on impairment of assets (loss

-69,618,896.09

-80,048,917.97

expressed with "-")

Gains from disposal of asset (loss

-249,851.06

expressed with "-")

III. Operating profit (loss expressed with

-547,853,481.65

-966,609,294.73

"-")

Add: Non-operating income

1,253,089,251.01

564,305,723.58

Less: Non-operating expenses

1,625,913.57

57,469,748.98

IV. Total profit (total loss expressed with

703,609,855.79

-459,773,320.13

"-")

Less: Income tax expense

93,984,992.93

-32,894,664.43

V. Net profit (net loss expressed with "-")

609,624,862.86

-426,878,655.70

(1) By continuity of operations

1.Net profit from continuing operations

609,624,862.86

-426,878,655.70

(net loss expressed with "-")

2.Net profit from discontinued operations

(net loss expressed with "-")

(2) By ownership

1.Net profit attributable to shareholders of

390,750,329.92

-361,945,458.99

the Parent Company (net loss expressed

with "-")

2.Gain or loss attributable to minority

218,874,532.94

-64,933,196.71

interests (net loss expressed with "-")

VI. Net after tax for other comprehensive

10,401,824.34

-2,300,574.80

income

Net after tax for other comprehensive

7,568,646.25

-4,018,109.52

income attributable to owners of the Parent

Company

(1) Other comprehensive income that may

7,520,933.58

-2,271,924.51

not be reclassified to profit or loss

1. Change in remeasurement of defined

benefit plans

2. Other comprehensive income that may

not be reclassified to profit or loss under

equity method

3. Change in fair value of investments in

7,520,933.58

-2,271,924.51

other equity instruments

4. Change in fair value of own credit risk

(2) Other comprehensive income that may

47,712.67

-1,746,185.01

be reclassified to profit or loss

1. Other comprehensive income that may

-120,904.30

be reclassified to profit or loss under equity

method

2. Change in fair value of other debt

investments

3. Gain or loss on change in fair value of

available-for-sale financial assets

4. Amount included in other

comprehensive income on reclassification

of financial assets

5. Gain or loss on re-classification of

held-to-maturity investment into

38

available-for-sale financial assets

6. Provision for credit impairment of other

debt investments

7. Cash flow hedges reserve (effective

portion of gain or loss on cash flow

hedges)

8. Exchange differences arising from

47,712.67

translation of foreign currency financial

-1,625,280.71

statements

9. Others

Net other comprehensive income after tax

2,833,178.09

1,717,534.72

attributable to minority interests

VII. Total comprehensive income

620,026,687.20

-429,179,230.50

Total comprehensive income attributable to

398,318,976.17

-365,963,568.51

owners of the Parent Company

Total comprehensive income attributable to

221,707,711.03

-63,215,661.99

minority interests

VIII. Earnings per share:

(1) Basic earnings per share (RMB/share)

0.2764

-0.2561

(2) Diluted earnings per share (RMB/share)

0.2764

-0.2561

Legal representative: Han Guangde

Person in charge of accounting: Hou Zengquan

Head of accounting department: Xie Weihong

39

Income statement of the Parent Company

From January to June 2019

Unit: RMB

Item

1st half of 2019

1st half of 2018

I. Operating income

91,961,389.81

82,239,576.72

Less: Operating costs

89,042,949.57

91,645,798.74

Taxes and surcharges

1,396,458.92

851,127.95

Selling expenses

1,245,236.98

2,434,118.29

Administrative expenses

10,051,417.16

8,623,652.56

Research and development expense

Finance cost

-13,932,102.59

-11,803,521.19

Including: Interest expenses

14,208,124.99

2,282,026.39

Interest income

28,187,838.37

14,887,597.24

Add: Other income

Investment income (loss expressed with "-")

-1,479,212.18

-3,699,482.54

Including:Investment income in associates and

-1,479,212.18

-3,699,482.54

joint ventures

Derecognition income of financial assets

measured at amortised cost (loss expressed

with "-")

Net gain on exposure hedging (loss expressed

with "-")

Gain on change in fair value (loss expressed

with "-")

Loss on impairment of credit (loss expressed

67,779.32

-52,178.31

with "-")

Loss on impairment of assets (loss expressed

with "-")

Gains from disposal of asset (loss expressed

with "-")

II. Operating profit (loss expressed with "-")

2,745,996.91

-13,263,260.48

Add: Non-operating income

Less: Non-operating expenses

82.78

31,132.31

III. Total profit (total loss expressed with "-")

2,745,914.13

-13,294,392.79

Less: Income tax expense

IV. Net profit (net loss expressed with "-")

2,745,914.13

-13,294,392.79

(1) Net profit from continuing operations (net

2,745,914.13

-13,294,392.79

loss expressed with "-")

(2) Net profit from discontinued operations

(net loss expressed with "-")

V. Net after tax for other comprehensive

income

(1) Other comprehensive income that may not

be reclassified to profit or loss

40

1.Change in remeasurement of defined benefit plans

2.Other comprehensive income that may not be reclassified to profit or loss under equity method

3. Change in fair value of investments in other equity instruments

4.Change in fair value of own credit risk

  1. Other comprehensive income that may be reclassified to profit or loss
    1.Other comprehensive income that may be reclassified to profit or loss under equity method
    2.Change in fair value of other debt investments
    3.Gain or loss on change in fair value of available-for-sale financial assets 4.Amount included in other comprehensive income on reclassification of financial assets 5.Gain or loss on re-classification of held-to-maturity investment into available-for-sale financial assets 6.Provision for credit impairment of other debt investments
    7. Cash flow hedges reserve (effective portion of gain or loss on cash flow hedges)
    8. Exchange differences arising from translation of foreign currency financial statements

9. Others

VI. Total comprehensive income

2,745,914.13

-13,294,392.79

VII. Earnings per share:

  1. Basic earnings per share (RMB/share)
  2. Diluted earnings per share (RMB/share)

Legal representative: Han Guangde

Person in charge of accounting: Hou Zengquan

Head of accounting department: Xie Weihong

41

Consolidated Cash Flow Statement

From January to June 2019

Unit: RMB

Item

1st half of 2019

1st half of 2018

I. Cash flows from operating activities:

Cash received from sale of goods or

6,058,118,267.56

7,463,810,563.14

rendering of services

Net increase in deposits from customers

and deposits from other banks

Net increase in loans from central bank

Net increase in placements from other

financial institutions

Cash receipts of premium for direct

insurance contracts

Net cash received from reinsurance

business

Net increase in deposits from insurance

policy holders and investment

Cash receipts of interest, fees and

commissions

Net increase in placements from other

financial institutions

Net increase in sales and repurchase

operations

Cash receipts of brokerage for securities

trading

Cash received from tax refund

596,547,275.43

719,882,130.21

Other cash receipts relating to operating

1,137,939,919.46

312,895,079.83

activities

Sub-total of cash inflows from operating

7,792,605,462.45

8,496,587,773.18

activities

Cash paid for goods and services

9,667,631,483.97

9,329,424,056.63

Net increase in loans and advances to

customers

Net increase in central bank and interbank

deposits

Cash paid for claims of direct insurance

contracts

Net increase in financial assets held for

trading

Net increase in placements with banks and

non-bank financial institutions

Cash paid for interest, fees and

commissions

Cash paid for dividends of insurance

policies

Cash paid to and on behalf of employees

945,314,358.75

936,168,386.41

Payments of taxes

71,995,816.45

77,861,967.74

Other cash payments relating to operating

308,141,118.24

669,551,791.58

activities

42

Sub-total of cash outflows from operating

10,993,082,777.41

11,013,006,202.36

activities

Net cash flows from operating activities

-3,200,477,314.96

-2,516,418,429.18

II. Cash flows from investing activities:

Cash receipts from recover of investments

300,000,000.00

701,000,000.00

Cash receipts from investment income

6,060,784.49

19,089,809.90

Net cash receipts from disposal of fixed

222,809.08

382,308.97

assets, intangible assets and other

long-term assets

Net cash receipts from disposal of

60,448.29

subsidiaries and other business units

Other cash receipts relating to investing

1,720,638,033.71

515,870,456.93

activities

Sub-total of cash inflows from investing

2,026,921,627.28

1,236,403,024.09

activities

Cash paid for acquisition of fixed assets,

371,211,006.35

369,164,988.71

intangible assets and other long-term assets

Cash paid for investments

630,614,976.25

37,001,000.00

Net increase in pledged loans

Net cash paid for acquisition of

subsidiaries and other business units

Other cash payments relating to investing

2,394,898,237.08

2,192,563,721.90

activities

Sub-total of cash outflows from investing

3,396,724,219.68

2,598,729,710.61

activities

Net cash flows from investing activities

-1,369,802,592.40

-1,362,326,686.52

III. Cash flows from financing activities:

Cash receipts from receiving investments

4,800,000,000.00

Including: Cash received by subsidiaries

4,800,000,000.00

from receiving investments made by

minority interest

Cash receipts from borrowings obtained

6,920,297,222.23

3,243,008,500.00

Cash receipts from issuance of bonds

Other cash receipts relating to financing

167,000,000.00

77,500,000.00

activities

Sub-total of cash inflows from financing

7,087,297,222.23

8,120,508,500.00

activities

Cash paid for repayment of debts

6,002,152,246.16

8,170,850,316.47

Cash paid for dividends, profit distribution

190,507,347.30

204,910,011.12

or interest expenses

Including: Dividends and profits paid by

subsidiaries to minority interests

Other cash payments relating to financing

1,002,400.00

activities

Sub-total of cash outflows from financing

6,192,659,593.46

8,376,762,727.59

activities

Net cash flows from financing activities

894,637,628.77

-256,254,227.59

IV. Effect of change in exchange rate on

-12,849,024.61

-4,911,266.62

43

cash and cash equivalents

V. Net increase in cash and cash

-3,688,491,303.20

-4,139,910,609.91

equivalents

Add: Beginning balance of cash and cash

8,536,815,355.09

11,634,582,111.41

equivalents

VI. Ending balance of cash and cash

4,848,324,051.89

7,494,671,501.50

equivalents

Legal representative: Han Guangde

Person in charge of accounting: Hou Zengquan

Head of accounting department: Xie Weihong

44

Cash Flow Statement of the Parent Company

From January to June 2019

Unit: RMB

Item

1st half of 2019

1st half of 2018

I. Cash flows from operating activities:

Cash received from sale of goods or rendering

92,718,196.49

111,009,558.75

of services

Cash received from tax refund

Other cash receipts relating to operating

5,541,582.32

8,983,184.27

activities

Sub-total of cash inflows from operating

98,259,778.81

119,992,743.02

activities

Cash paid for goods and services

70,136,338.25

86,368,622.84

Cash paid to and on behalf of employees

13,959,493.28

13,733,025.10

Payments of taxes

6,960,485.78

2,153,426.93

Other cash payments relating to operating

13,530,530.32

19,464,265.64

activities

Sub-total of cash outflows from operating

104,586,847.63

121,719,340.51

activities

Net cash flows from operating activities

-6,327,068.82

-1,726,597.49

II. Cash flows from investing activities:

Cash receipts from recover of investments

Cash receipts from investment income

86,694.62

Net cash receipts from disposal of fixed assets,

intangible assets and other long-term assets

Net cash receipts from disposal of subsidiaries

and other business units

Other cash receipts relating to investing

128,363,097.20

505,019,623.61

activities

Sub-total of cash inflows from investing

128,449,791.82

505,019,623.61

activities

Cash paid for acquisition of fixed assets,

74,195.75

570,972.49

intangible assets and other long-term assets

Cash paid for investments

30,000,000.00

Net cash paid for acquisition of subsidiaries and

other business units

Other cash payments relating to investing

530,000,000.00

400,000,000.00

activities

Sub-total of cash outflows from investing

530,074,195.75

430,570,972.49

activities

Net cash flows from investing activities

-401,624,403.93

74,448,651.12

III. Cash flows from financing activities:

Cash receipts from receiving investments

Cash receipts from borrowings obtained

400,000,000.00

45

Cash receipts from issuance of bonds

Other cash receipts relating to financing

activities

Sub-total of cash inflows from financing

400,000,000.00

activities

Cash paid for repayment of debts

491,000,000.00

Cash paid for dividends, profit distribution or

14,008,652.77

2,642,689.99

interest expenses

Other cash payments relating to financing

activities

Sub-total of cash outflows from financing

14,008,652.77

493,642,689.99

activities

Net cash flows from financing activities

385,991,347.23

-493,642,689.99

IV. Effect of change in exchange rate on cash

-647,405.27

and cash equivalents

V. Net increase in cash and cash equivalents

-21,960,125.52

-421,568,041.63

Add: Beginning balance of cash and cash

99,371,121.05

513,258,307.19

equivalents

VI. Ending balance of cash and cash

77,410,995.53

91,690,265.56

equivalents

Legal representative: Han Guangde

Person in charge of accounting: Hou Zengquan

Head of accounting department: Xie Weihong

46

§8 Notes to Consolidated Financial Statements

  1. BASIS FOR PREPARATION OF FINANCIAL STATEMENTS
    (1) Basis for preparation

Based on going-concern assumption and transactions and events actually occurred, the consolidated financial statements of the Group have been prepared in accordance with Accounting Standards for Business Enterprises issued by the Ministry of Finance of the PRC, (hereinafter referred to as the "Accounting Standards for Business Enterprises"),

and No. 15 of regulations on information disclosures of companies that issue public offering shares - General Rules of preparing financial reports (revised in 2014) issued by China Securities Regulatory Commission (CSRC), the applicable disclosures required by the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules") and regulations of Hong Kong Companies Ordinance as well as the accounting policies and estimation of the Group.

(2) Going-concern

The management of the Group has assessed its ability to operate on a continuing basis for the 12 months from 30 June 2019 and is of the view that its existing financial position should be sufficient to meet the production and operation of the Group. As such, these financial statements are prepared on a going-concern basis.

  1. STATEMENT OF COMPLIANCE WITH ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES

The financial statements have been prepared in accordance with the Accounting Standards for Business Enterprises, and reflect a true and fair view of the financial position, the operating results and cash flows of the Company and the Group. Changes in significant accounting policies during the period:

(1) Details of and reason for changes

On 7 December 2018, the Ministry of Finance revised the Accounting Standards for Business Enterprises No. 21 - Leases (hereinafter referred to as "New Lease Standards"), requiring companies listed at the same time both domestically and overseas, and listed

47

overseas and adopting IFRS or Accounting Standards for Business Enterprises to prepare financial statements, to implement the New Lease Standards since 1 January 2019.

The Group implemented the New Lease Standards from 1 January, 2019, and adjusted the relevant accounting policies. The adjusted accounting policies are detailed in Note 3 (32).

(2) Principal impacts of changes

The New Lease Standards replaces the Accounting Standards for Business Enterprises No. 21 - Leases, issued in the Notice of the Ministry of Finance on Releasing 38 Specific Standards including (CaiKuai [2006] No. 3) promulgated by the Ministry of Finance on 15 February 2006(collectively referred to as the Original Lease Standards).

Under the Original Lease Standards, the lessee needs to distinguish between operating leases and financial leases, and only requires accounting for financial leases. The accounting treatment in the case of option revaluation or contract change after the start date of the lease period is not regulated. If the lessor has an operating lease, it only requires the lessor to disclose the carrying value of each type of leased asset.

Under the New Lease Standards, the lessee no longer divides the lease into an operating lease or a finance lease, but adopts a uniform accounting treatment model to identify right-of-use assets and lease liabilities for all leases other than short-term leases and low-value asset leases, and depreciation and interest expenses are provided respectively. The New Lease Standards clearly stipulate that when a major event or change within the controllable scope of the lessee occurs, and which will impact that whether the lessee is reasonably certain that the option will be exercised, then the lessee should determine whether it will reasonably exercise the option to renew the lease, purchase option or not exercise the lease termination option to re-evaluate. The lessor needs to disclose information such as the relevant rental income and the undiscounted lease receipts.

The Group analyzed the classification and other changes of the lessee's operating leases and finance leases, so as to assess the impact of the New Lease Standards on the

48

financial statements. According to the New Lease Standards, the right-of-use assets and lease liabilities were recognized on 1 January 2019 respectively, but it hadn't impact on the owner's equity as at1 January 2019.

The impacts on the relevant items in the consolidated financial statements are as follows:

Item

31 December 2018

1 January 2019

After adjustment

Total assets

47,475,344,086.37

47,674,684,587.19

199,340,500.82

Including:

199,340,500.82

199,340,500.82

Right-of-use assets

Total liabilities

33,118,933,538.30

33,318,274,039.12

199,340,500.82

Including: Lease

152,171,100.46

152,171,100.46

liabilities

Other current

182,190,818.20

229,360,218.56

47,169,400.36

liabilities

Total owners' equity

14,356,410,548.07

14,356,410,548.07

The implementation of the New Lease Standards by the Group has no impact on the items of statements of the Parent Company.

  1. NOTES TO MAJOR ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS

For the financial statement data disclosed below, unless otherwise stated,

"Beginning balance" refers to the balance as at 1 January 2019; and "Ending balance" refers to the balance as at 30 June 2019. "Current period" refers to the period from 1 January 2019 to 30 June 2019; and "Corresponding period of last year" refers to the period from 1 January 2018 to 30 June 2018. The currency unit is RMB.

1.Notes receivable

(1) Types of notes

Ending balance

Beginning balance

receivable Item

Bank acceptance bills

61,186,175.25

83,544,762.52

Commercial acceptance bills

41,593,962.02

47,265,949.54

Total

102,780,137.27

130,810,712.06

Among the above notes receivable of the Group, RMB102,080,137.27 had an ageing of

less than 180 days, and RMB700,000.00 had an ageing of 181-360 days.

49

(2) Notes receivable pledged as at the end of the period

None.

  1. Notes receivable which have been endorsed or discounted to other party at the end of period but not yet expired at the balance sheet date

Item

Amount derecognised at the end of period

Amount not derecognised at the end of period

Bank acceptance bills

109,491,349.46

Commercial acceptance bills

118,215,300.00

Total

227,706,649.46

(4) Notes transferred to accounts receivable at the end of period due to non-performance of drawers:

None.

(5) Disclosure by the method using which the provision for bad debts is made

Ending balance

Beginning balance

Book balance

Provision for bad debts

Book balance

Provision for bad

debts

Type

Percentage

Percentage

Carrying value

Percentage

Percentage

Carrying value

Amount

Amount

of

Amount

Amount

of

(%)

provision

(%)

provision

(%)

(%)

50

Provision

for bad

debts

made on

an

individual

basis

Provision

for bad

debts

102,780,137.27

100.00

102,780,137.27

130,810,712.06

100.00

130,810,712.06

made on a

collective

basis

Including:

Due

within one

102,780,137.27

100.00

102,780,137.27

130,810,712.06

100.00

130,810,712.06

year

Total

102,780,137.27

102,780,137.27

130,810,712.06

130,810,712.06

51

1.Accounts receivable

Item

Ending balance

Beginning balance

Accounts receivable

3,556,720,649.13

2,599,936,504.41

Less: Provision for bad debts

42,636,061.21

37,641,343.99

Net amount

3,514,084,587.92

2,562,295,160.42

(1)Disclosure by ageing

Ageing

Ending balance

Accounts receivable

Provision for bad debts

Percentage of

provision (%)

Within one year

3,378,144,962.11

16,816,771.04

0.50

1-2 years

103,546,553.35

3,849,040.07

3.72

2-3 years

38,236,286.17

1,047,964.76

2.74

3-4 years

9,717,922.32

259,112.84

2.67

4-5 years

8,917,724.88

6,039,982.30

67.73

Over 5 years

18,157,200.30

14,623,190.20

80.54

Total

3,556,720,649.13

42,636,061.21

1.20

(Continued)

Ageing

Beginning balance

Accounts receivable

Provision for bad debts

Percentage of

provision (%)

Within one year

2,081,143,908.20

11,024,919.02

0.53

1-2 years

367,021,421.08

5,658,962.57

1.54

2-3 years

89,601,945.13

945,758.24

1.06

3-4 years

38,876,710.70

1,367,823.98

3.52

4-5 years

7,008,378.15

4,324,220.61

61.7

Over 5 years

16,284,141.15

14,319,659.57

87.94

Total

2,599,936,504.41

37,641,343.99

1.45

(2)Credit period of accounts receivable

Business

Credit period

Shipbuilding

One month after issue of invoices

Other business

Generally 1 to 6 months

52

(3)Disclosure by the method using which the provision for bad debts is made

Ending balance

Beginning balance

Book balance

Provision for bad debts

Book balance

Provision for bad debts

Type

Percenta

Carrying value

Percenta

Carrying value

Amount

Percent

Amount

ge of

Amount

Percentag

Amount

ge of

age (%)

provisio

e (%)

provision

n (%)

(%)

Provision

for bad

debts

made on

24,657,976.81

0.69

24,657,976.81

100.00

25,848,053.85

0.99

24,818,059.11

96.02

1,029,994.74

an

individual

basis

Including:

Accounts

receivable

of which

the credit

risk has

24,657,976.81

0.69 24,657,976.81

100.00

25,848,053.85

0.99 24,818,059.11

96.02

1,029,994.74

significantl

  1. increased since initial recognition

53

Provision

for bad

debts

3,532,062,672.32

99.31

17,978,084.40

0.50

3,514,084,587.9

2,574,088,450.5

99.01

12,823,284.88

0.50

2,561,265,165.6

made on a

2

6

8

collective

basis

Including:

Accounts

receivable

of which

the credit

3,514,084,587.9

2,574,088,450.5

2,561,265,165.6

risk has not

3,532,062,672.32

99.31

17,978,084.40

0.50

99.01

12,823,284.88

0.50

significantl

2

6

8

y increased

since initial

recognition

Total

3,556,720,649.13

/

42,636,061.21

/

3,514,084,587.9

2,599,936,504.4

37,641,343.99

2,562,295,160.4

2

1

2

54

a)Provision for bad debts made on an individual basis

Ending balance

Name of entity

Percentage

Book balance

Provision for

of

Reasons for

bad debts

provision

provision

(%)

TENOVA AUSTRALIA

Very

little

4,199,465.15

4,199,465.15

100

chance

of

PTY LTD

recovery

CITIC Insurance

has paid

for

it,

VARADA ONE PTE LTD

3,592,030.75

3,592,030.75

100

and

the

remaining

debts

cannot

be

recovered

The

GUANGZHOU HUAYU

counterparty lost

ELECTROMECHANICAL

3,549,843.68

3,549,843.68

100

the suit but has

EQUIPMENT CO., LTD.

no

executable

property

Long

overdue

WHL-FONKWANG

2,803,318.60

2,803,318.60

100

and

there

are

signs

of

impairment

Quality

CONTSHIPS

problems,

and

2,062,410.00

2,062,410.00

100

the

remaining

MANAGEMENT INC

debts

cannot

be

recovered

CITIC Insurance

has paid

for

it,

FAIRLAND

1,711,800.30

1,711,800.30

100

and

the

ENTERPRISES LIMITED

remaining

debts

cannot

be

recovered

EVALEND SHIPPING

The

balance

1,368,092.80

1,368,092.80

100

cannot

be

CO.S.A.

recovered

GUANGZHOU

The

balance

NANFANG SPECIAL

1,186,418.63

1,186,418.63

100

cannot

be

COATING CO., LTD.

recovered

Very

little

Other companies

4,184,596.90

4,184,596.90

100

chance

of

recovery

Total

24,657,976.81

24,657,976.81

Description of provision for bad debts made on an individual basis:

The Group determines the accounts receivable with an ageing of over one year since date of initial recognition and for which there are indications of impairment to be the

55

accounts receivable the credit risk of which has significantly increased since initial recognition, and determine expected credit loss and make provision for bad debts based on the difference between the carrying amount of the accounts receivable and the present value of the cash flows expected to be received for the accounts receivable.

b)Provision for bad debts made on a collective basis

Accounts receivable of which the credit risk has not significantly increased since initial recognition

Name

Ending balance

Accounts receivable

Provision for bad debts

Percentage of

provision (%)

Within one year

3,364,801,868.32

17,141,780.38

0.50

1-2 years

118,181,073.41

590,905.37

0.50

2-3 years

38,493,021.02

192,465.11

0.50

3-4 years

4,617,883.45

23,089.42

0.50

4-5 years

2,586,880.23

12,934.40

0.50

Over 5 years

3,381,945.89

16,909.72

0.50

Total

3,532,062,672.32

17,978,084.40

-

Recognition criteria and description of provision for bad debts made on a collective basis:

The Group determines the accounts receivable which have not been tested individually for impairment to be the accounts receivable the credit risk of which has not significantly increased since initial recognition. Based on the actual credit loss for previous years and considering forwarding information for the year, the Group expects the default loss ratio to be 0.5%, determines the expected credit loss of accounts receivable and makes provision for bad debts based on 0.5% of the balance at the balance sheet date.

(4) Provision for bad debts

Type

Beginning

Amount of changes during the period

Ending

balance

Provision

Recovered

Resale or

balance

or reversed

written-off

Provision for

37,641,343.99

5,073,243.03

-78,525.81

42,636,061.21

bad debts of

56

accounts receivable

Total

37,641,343.99 5,073,243.03

-78,525.81

42,636,061.21

Provision for bad debts made, reversed or recovered during the period None

(5) Accounts receivable written-off during the period None

(6) Top five accounts receivable by ending balance of debtors

Relationship

Percentage of ending

Ending

Name

balance of total

balance of

with the

Ending balance

Ageing

of entity

accounts receivable

provision for

Group

(%)

bad debts

Entity 1

Third party

654,161,755.00

Within

18.39

3,270,808.78

3 years

Entity 2

Third party

546,826,100.00

Within

15.37

2,734,130.50

1 years

Entity 3

Third party

240,614,500.00

Within

6.77

1,203,072.50

1 years

Entity 4

Third party

231,217,794.25

Within

6.50

1,156,088.97

1 years

Entity 5

Third party

198,875,321.36

Within

5.59

994,376.61

1 years

Total

1,871,695,470.61

52.62

9,358,477.36

(7) Accounts receivable derecognised arising from transfer of financial assets:

None

  1. Amounts of assets and liabilities transferred from accounts receivable with continuing involvement:

None

3.Notes payable

Type

Ending balance

Beginning balance

Commercial acceptance

172,436,000.00

443,823,404.95

bills

Bank acceptance bills

1,677,736,981.45

2,286,572,893.25

Total

1,850,172,981.45

2,730,396,298.20

Total notes payable due and unpaid as at the end of the period amounted to RMB0. Among the above notes payable of the Group, RMB1,850,172,981.45 had an ageing

57

of less than 180 days, and RMB0 had an ageing of 181-360 days.

4.Accounts payable

(1) Accounts payable

Item

Ending balance

Beginning balance

Materials purchased

5,337,380,952.21

4,074,770,064.65

Payment for construction in

203,180,831.94

114,327,903.77

progress

Balance of product

501,891,057.70

552,199,468.38

payment

Retention money

1,403,895,952.68

1,485,763,195.74

Other construction and

817,350,698.89

1,731,771,616.72

labour services

Total

8,263,699,493.42

7,958,832,249.26

(2) Ageing of accounts payable

Ageing

Ending balance

Beginning balance

Within one year

4,240,616,477.43

4,318,781,010.73

1-2 years

3,595,485,611.02

2,967,761,937.65

2-3 years

185,097,253.80

417,041,372.35

Over 3 years

242,500,151.17

255,247,928.53

Total

8,263,699,493.42

7,958,832,249.26

(3) Significant accounts payable with ageing over one year

Including: Amount

Reason for

Item

Ending balance

over one year

unsettlement or

carrying forward

China Shipbuilding Industry

Corporation 704 Research

344,756,750.00

75,373,000.00

Goods not arrived

Institute

China Shipbuilding Industry

Equipment

warranty and

Complete Logistics

364,218,447.18

288,114,730.04

provisional

(Guangzhou) Co., Ltd.

estimates

China Shipbuilding NDRI

88,963,459.50

69,402,429.21

Goods not arrived

Engineering Co., Ltd.

Shanghai CSSC Mitsui

Shipbuilding Diesel Engine

67,965,880.35

67,965,880.35

Goods not arrived

Co., Ltd.

Equipment

Drass Energy Srl

47,356,646.10

47,356,646.10

warranty and

provisional

estimates

CSSC Marine Power Co.

50,814,386.91

36,820,669.00

Goods not arrived

58

Including: Amount

Reason for

Item

Ending balance

over one year

unsettlement or

carrying forward

Ltd.

Equipment

AL NEHRA PETROME

45,017,175.95

45,017,175.95

warranty and

FZE

provisional

estimates

Equipment

Shanghai Haixun Electrical

35,599,015.43

27,596,124.12

warranty and

Engineering Co., Ltd.

provisional

estimates

Equipment

Wenzhou Bohong Electric

35,330,240.00

35,330,240.00

warranty and

Co., Ltd.

provisional

estimates

Equipment

CSSC Systems Engineering

29,053,000.00

18,255,000.00

warranty and

Research Institute

provisional

estimates

Equipment

Guangzhou Ship Industrial

23,852,799.34

14,098,106.40

warranty and

Co., Ltd.

provisional

estimates

Equipment

Wuxi Hainuo Equipment

13,523,010.00

6,443,500.00

warranty and

Technology Co., Ltd.

provisional

estimates

Equipment

Anqing CSSC Diesel Engine

8,676,575.76

3,719,000.00

warranty and

Co., Ltd.

provisional

estimates

Equipment

D&A Technology

2,450,082.60

2,450,082.60

warranty and

(Shanghai) Co., Ltd.

provisional

estimates

Shanghai Zhen Nan

Equipment

warranty and

Engineering Supervision

1,105,920.00

1,105,920.00

provisional

Co., Ltd.

estimates

Total

1,158,683,389.12

739,048,503.77

--

5.Undistributed profit

Item

Current period

Corresponding period

of last year

Undistributed profit as at the end of last year

-2,153,702,475.37

1,228,681,091.09

before adjustment

Add: Beginning adjustment to undistributed

-1,513,529,343.99

profit

Including: Accounting policy change

-29,547,841.37

59

Item

Current period

Corresponding period

of last year

Changes in business combination under

-1,483,981,502.62

common control

Undistributed profit as at the beginning of

-2,153,702,475.37

-284,848,252.90

the year after adjustment

Add: Net profit attributable to owners of the

390,750,329.92

-361,945,458.99

Parent Company for the current period

Add: Transfer from other comprehensive

159,937.61

income to retained earnings

Less: Statutory surplus reserve set aside

Undistributed profits as at the end of the

-1,762,952,145.45

-646,633,774.28

period

6.Net current assets

Item

Ending balance

Beginning balance

Current assets

29,015,349,342.06

29,035,181,060.62

Less: Current liabilities

26,457,726,312.77

27,607,675,655.72

Net current assets

2,557,623,029.29

1,427,505,404.90

7.Total assets less current liabilities

Item

Ending balance

Beginning balance

Total assets

47,556,535,725.13

47,674,684,587.19

Less: Current liabilities

26,457,726,312.77

27,607,675,655.72

Total assets less current liabilities

21,098,809,412.36

20,067,008,931.47

8.Operating income and operating cost

Item

Current period

Corresponding period of last year

Income

Cost

Income

Cost

Principal

7,778,237,332.64

7,612,209,764.96

8,369,362,165.35

8,318,865,355.89

business

Other

37,847,987.04

14,651,035.85

104,406,634.39

64,432,138.87

business

Total

7,816,085,319.68

7,626,860,800.81

8,473,768,799.74

8,383,297,494.76

Gross profit from principal business

Item

Current period

Corresponding

period of last year

Income from principal business

7,778,237,332.64

8,369,362,165.35

Cost of principal business

7,612,209,764.96

8,318,865,355.89

Gross profit

166,027,567.68

50,496,809.46

60

(1) Principal business - by product

Product name

Current period

Corresponding period of last

year

Income from principal

business:

Ship products

6,396,382,932.72

7,048,076,362.01

Offshore engineering

320,174,444.06

89,831,168.14

products

Steel structure engineering

357,375,955.95

355,507,842.84

Ship maintenance and

350,573,955.00

240,520,485.18

modification

Electromechanical products

353,730,044.91

635,426,307.18

and others

Total

7,778,237,332.64

8,369,362,165.35

Cost of principal

business:

Ship products

6,408,256,088.84

7,012,553,796.09

Offshore engineering

308,775,195.75

127,420,426.77

products

Steel structure engineering

336,439,069.43

336,513,278.10

Ship maintenance and

283,999,906.72

231,127,974.41

modification

Electromechanical products

274,739,504.22

611,249,880.52

and others

Total

7,612,209,764.96

8,318,865,355.89

(2) Principal business - by region

Region

Current period

Corresponding period of last

year

Income from

principal business:

China (including Hong

Kong, Macau and

4,288,158,574.46

4,897,866,494.08

Taiwan)

Other regions in Asia

465,016,224.86

304,627,419.16

Europe

1,453,931,398.50

1,780,158,856.74

Oceania

452,946,939.48

235,552,115.80

North America

185,390,271.74

874,090,624.27

Africa

905,706,498.41

227,579,212.20

South America

27,087,425.19

49,487,443.10

Total

7,778,237,332.64

8,369,362,165.35

Cost of principal

business:

China (including Hong

3,927,968,512.95

4,837,736,705.30

61

Region

Current period

Corresponding period of last

year

Kong, Macau and

Taiwan)

Other regions in Asia

482,841,130.20

290,592,847.26

Europe

1,565,932,402.43

1,839,122,563.46

Oceania

457,191,994.41

233,346,125.82

North America

209,953,701.35

836,142,801.47

Africa

927,314,539.90

232,186,013.45

South America

41,007,483.72

49,738,299.13

Total

7,612,209,764.96

8,318,865,355.89

(3) Other operating income and other operating costs

Product name

Current period

Corresponding period of

last year

Income from other business:

Sale of materials

2,048,823.69

31,907,025.67

Sales of scrap materials

7,087,797.12

25,700,264.58

Service

2,485,339.00

5,702,348.52

Rental

14,528,154.73

14,529,232.56

Energy

4,589,817.59

15,478,663.12

Others

7,108,054.91

11,089,099.94

Total

37,847,987.04

104,406,634.39

Costs of other business

Sale of materials

3,652,671.21

29,832,841.15

Sales of scrap materials

354,288.04

10,044,096.72

Service

1,529,120.77

4,218,850.36

Rental

3,520,023.13

6,214,967.98

Energy

2,320,357.02

6,324,061.50

Others

3,274,575.68

7,797,321.16

Total

14,651,035.85

64,432,138.87

(4) Revenue from contracts

Shipbuilding

Steel structure

Ship

Breakdown

maintenance

and related

engineering

Others

of

and related

Total

business

business

segment

contracts

business

segment

segment

segment

62

Shipbuilding

Steel structure

Ship

Breakdown

maintenance

and related

engineering

Others

of

and related

Total

business

business

segment

contracts

business

segment

segment

segment

Product

6,968,745,653.3

320,013,669.1

279,054,865.7

248,271,131.4

7,816,085,319.6

type

7

2

3

6

8

Ship

6,321,473,680.3

6,321,473,680.3

products

5

5

Offshore

engineerin

320,165,116.54

320,165,116.54

g products

Steel

structure

929,049.62

320,013,669.1

7,359,031.24

328,301,749.98

engineerin

2

g

Ship

maintenanc

279,054,865.7

e and

83,316,543.30

362,371,409.03

3

modificatio

n

Electromec

hanical

162,437,559.52

58,320,367.30

220,757,926.82

products

and others

Other

80,423,704.04

182,591,732.9

263,015,436.96

business

2

By region

6,968,745,653.3

320,013,669.1

279,054,865.7

248,271,131.4

7,816,085,319.6

of

7

2

3

6

8

operation

Domestic

3,693,912,513.5

180,437,946.6

58,315,727.75

225,595,176.1

4,158,261,364.1

2

6

8

1

Overseas

3,274,833,139.8

139,575,722.4

220,739,137.9

22,675,955.28

3,657,823,955.5

5

6

8

7

Type of

6,968,745,653.3

320,013,669.1

279,054,865.7

248,271,131.4

7,816,085,319.6

market or

7

2

3

6

8

customer

State-owne

2,599,631,367.3

164,478,707.7

2,892,204,926.2

d

49,106,509.89

78,988,341.26

6

8

9

enterprises

Private

3,867,938,796.0

23,465,968.81

9,209,217.86

167,854,769.2

4,068,468,751.9

enterprises

9

3

9

Foreign

501,175,489.92

132,068,992.5

220,739,137.9

1,428,020.97

855,411,641.40

enterprises

3

8

Type of

6,968,745,653.3

320,013,669.1

279,054,865.7

248,271,131.4

7,816,085,319.6

contracts

7

2

3

6

8

Fixed price

6,968,745,653.3

196,715,382.0

905,172.41

69,064,305.20

7,235,430,513.0

7

4

2

Cost plus

123,298,287.0

278,149,693.3

179,206,826.2

580,654,806.66

8

2

6

By date of

6,968,745,653.3

320,013,669.1

279,054,865.7

248,271,131.4

7,816,085,319.6

transfer of

7

2

3

6

8

goods

63

Shipbuilding

Steel structure

Ship

Breakdown

maintenance

and related

engineering

Others

of

and related

Total

business

business

segment

contracts

business

segment

segment

segment

Performed

6,905,661,984.15

179,564,510.05

2,823,694.00

132,267,914.90

7,220,318,103.10

over time

Performed

at a point

63,083,669.22

140,449,159.07

276,231,171.73

116,003,216.56

595,767,216.58

in time

By contract

6,968,745,653.37

320,013,669.12

279,054,865.73

248,271,131.46

7,816,085,319.68

term

Short-term

75,738,200.94

197,972,109.51

279,054,865.73

-6,607,101.88

546,158,074.30

Long-term

6,893,007,452.43

122,041,559.61

254,878,233.34

7,269,927,245.38

By sales

6,968,745,653.37

320,013,669.12

279,054,865.73

248,271,131.46

7,816,085,319.68

channel

Direct

6,968,745,653.37

320,013,669.12

279,054,865.73

244,561,434.53

7,812,375,622.75

sales

Sale

through

3,709,696.93

3,709,696.93

distributors

Total

6,968,745,653.37

320,013,669.12

279,054,865.73

248,271,131.46

7,816,085,319.68

(5) Top five customers by operating income

Relationship with the

Percentage of total

Customers

Current period

income from principal

Group

business (%)

Customer 1

Third party

691,944,284.78

8.90

Customer 2

Third party

456,897,852.00

5.87

Customer 3

Third party

377,859,124.01

4.86

Customer 4

Third party

274,535,038.40

3.53

Customer 5

Third party

206,390,040.12

2.65

Total

2,007,626,339.31

25.81

(6) Purchase amounts from top five suppliers

Relationship with the

Percentage of total

Suppliers

Current period

operating costs from

Group

principal business (%)

Supplier 1

Under common

1,744,639,226.04

22.92

control of CSSC

Supplier 2

Third party

221,197,400.00

2.91

Supplier 3

Under common

181,604,631.22

2.39

control of CSSC

Supplier 4

Under common

146,000,854.71

1.92

control of CSSC

Supplier 5

Under common

119,551,400.00

1.57

64

Relationship with the

Percentage of total

Suppliers

Current period

operating costs from

Group

principal business (%)

control of CSSC

Total

2,412,993,511.97

31.71

9.Finance cost

(1) Breakdown of interest expenses

Item

Current period

Corresponding period of

last year

Interest expenses

195,683,733.87

185,234,311.41

Less: Interest income

128,327,120.98

107,911,578.77

Less: Net exchange gains

Add: Net exchange losses

9,530,677.58

27,617,939.02

Add: Other expenses

9,341,273.01

4,377,508.88

Total

86,228,563.48

109,318,180.54

(2) Breakdown of interest costs

Item

Current period

Corresponding period of

last year

Interest on bank borrowings and

overdraft

Interest on bank borrowings due within

167,155,568.34

186,321,275.57

5 years

Other borrowings

Interest on other borrowings due within

48,418,643.84

21,514,993.95

5 years

Other interest expenses

Sub-total

215,574,212.18

207,836,269.52

Less: Interest capitalised

640,478.31

2,391,958.11

Less: Finance interest discount

19,250,000.00

20,210,000.00

Total

195,683,733.87

185,234,311.41

(3)Breakdown of interest income

Item

Current period

Corresponding period of

last year

Interest income from bank deposits

127,146,879.69

102,519,715.02

Interest income from receivables

1,180,241.29

5,391,863.75

Total

128,327,120.98

107,911,578.77

65

10.Investment income

Item

Current period

Corresponding period of last

year

Gain on long-term equity

investments accounted for using

-2,542,980.91

-4,716,485.94

equity method

Investment income from disposal

of long-term equity investments

-42,655.82

Investment income from holding

entrusted wealth management

9,700,821.37

25,683,820.27

products

Investment income from disposal

of financial assets

-207,793,580.00

-548,000.00

held-for-trading

Dividend income from holding

investments in other equity

12,500.00

13,750.00

instruments

Total

-200,623,239.54

20,390,428.51

Other description: Investment income from investment in listed companies and non-listed companies for the period amounted to RMB0 (corresponding period of last year: RMB 0) and RMB-200,635,739.54 (corresponding period of last year: RMB20,390,428.51), respectively.

11.Gain on change in fair value

Source of gain on change in fair value

Current period

Corresponding

period of last year

Change in fair

value

of

financial assets

31,425,173.63

5,200,410.94

held-for-trading

Change in fair

value

of

held-for-trading

233,024,977.65

-226,620,700.92

financial liabilities

Total

264,450,151.28

-221,420,289.98

12.Non-operating income

(1) Breakdown of non-operating income

Amount included in

Item

Current period

Corresponding

non-recurring gains

period of last year

and losses for

current period

Total gain on disposal of

447,925.19

40,516.04

447,925.19

non-current assets

Including: Gain on

447,925.19

40,516.04

447,925.19

disposal of fixed assets

Government grants

3,157,656.14

1,497,926.10

3,157,656.14

Compensation for assets

1,247,867,578.32

553,814,885.69

1,247,867,578.32

relocation

66

Penalty income

167,217.00

94,929.26

167,217.00

Compensation income

1,100,424.56

Transfer from claims

under the balance of social

7,251,931.72

securityfund

Others

1,448,874.36

505,110.21

1,448,874.36

Total

1,253,089,251.01

564,305,723.58

1,253,089,251.01

The amount included in non-recurring gains and losses for the current period was RMB1,253,089,251.01 (corresponding period of last year: RMB564,305,723.58).

Note: On 26 April, 2019, the subsidiary Wenchong Shipyard and Guangzhou Wenchong Properties Co., Ltd. (hereinafter referred to as "Wenchong Properties") signed the First Phase Relocation Agreement of Wenchong Shipyard, which agreed that Wenchong Shipyard will stop the entire production and operation activities on the first phase of the relocation site before 26 April 2019, and the relevant assets will be handed over. Wenchong Properties will compensate accordingly according to the compensation standard for the relocation and resettlement losses of the first phase of relocation site, and after deducting the relevant expenses, RMB1.248 billion of compensation income is recognized in the current period.

(2) Government grants included in current profit or loss

Corresponding

Relating to

Item

Current period

assets/relating to

period of last year

revenue

Grants for use of onshore

2,120,000.00

Relating

to

power by berthing ships

revenue

Separation and transfer of

water, power and gas supply

910,064.94

910,064.94

Relating

to

and property

revenue

managementbusiness

Quality project funding

96,499.80

Relating

to

revenue

Base constructionsubsidy

31,091.40

31,091.40

Relating to assets

Special funds for fair trade in

300,000.00

Relating

to

imports and exports

revenue

Trade friction response

165,000.00

Relating

to

research fund

revenue

Other projects

91,769.76

Relating

to

revenue

Total

3,157,656.14

1,497,926.10

-

(3) Description of profit from disposal of properties

67

Non-operating income of the Group for the current period included profit from disposal of properties of RMB0 (corresponding period of last year: RMB0).

13.Income tax expense

(1) Income tax expense sheet

Item

Current period

Corresponding period of

last year

Current income tax expense

29,434,469.43

-5,941,046.06

1.

China

29,475,982.38

1,309,880.47

2.

Hong Kong

3.

Macau income tax

4.

Over-provision

-41,512.95

-7,250,926.53

(under-provision) in prior years

Deferred income tax expense

64,550,523.50

-26,953,618.37

Total

93,984,992.93

-32,894,664.43

(2) Reconciliation of accounting profit and income tax expenses

Item

Current period

Corresponding period of last

year

Total profit

703,609,855.79

-459,773,320.13

Income tax expenses

calculated at

175,902,463.95

-114,943,330.03

statutory/applicable

taxrate

Impact of different tax

-122,732,804.36

27,355,244.76

rates for subsidiaries

Impact of adjustment for

income tax for previous

-398,986.13

-7,653,583.87

period

Impact of non-taxable

-761,970.24

1,222,888.68

income

Impact of non-deductible

95,539.58

-242,746.18

costs, expenses and losses

Impact of utilisation of

deductible loss for which

no deferred tax assets

-73,186,503.66

-5,545,281.99

were previously

recognised

Impact of deductible

temporary differences for

which no deferred tax

131,984,166.14

66,968,060.93

assets or deductible

losses were recognised

for current period

Others (additional

-16,916,912.35

-55,916.73

deduction effect)

68

Income tax expense

93,984,992.93

-32,894,664.43

(3) Main taxes and rates

Tax basis

Tax rate

PRC enterprise

Taxable income

15%20%25%

income tax

Hong Kong

Taxable income

16.5%

profits tax

Domestic sales; provision of processing, repair

16%13%

and repair services; rental income

-Value-added

Revenue from construction and installation business

10%9%

tax

Note

Modern services industry

6%

-City maintenance

Turnover tax payable

and construction

7%

tax

-Educational

Turnover tax payable

3%

surcharge

-Local

Turnover tax payable

educational

2%

surcharge

Note: In accordance with the Announcement of the Ministry of Finance, the Tax Administration and the General Administration of Customs on Deepening the Policies Related to Value-Added Tax Reform (Cai Shui Hai Announcement [2019] No. 39), with effect from 1 April 2019, the rates of value-added tax for the taxable sales or imports of goods of the Group had been changed from 16% and 10% to 13% and 9%, respectively.

Notes on taxpayers subject to different enterprise income tax rates:

Name of entity

Tax rate

Remarks

The Company

25%

CSSC Huangpu Wenchong Shipbuilding

15%

Company Limited

Guangzhou Wenchong Shipyard Co., Ltd.

15%

Guangzhou Hongfan Computer Technology

15%

Co., Ltd.

Guangzhou Wenchong Dockyard Co., Ltd.

15%

Glory Group Development Limited

16.50%

Incorporated in

Hong Kong

Fonkwang Development Limited

16.50%

Incorporated in

Hong Kong

Wah Shun International Marine Limited

16.50%

Incorporated in

Hong Kong

69

WahLoong International Marine Limited

16.50%

Incorporated in

Hong Kong

Zhanjiang Nanhai Ship Hi-Tech Services Ltd.

20%

Small low-profit

enterprise

Guangzhou Xingji Maritime Engineering

20%

Small low-profit

Design Co., Ltd.

enterprise

Other subsidiaries

25%

(4)Preferential taxation treatment

1. Value-added tax

Export income: The Group is an enterprise engaged in production and operation. Tax relief, credit and rebate policy is applicable to all of its self-produced goods for export. The tax rebate rate is 16%for ship products, 9% for steel structure products and 15% for large equipment. Since 1 April 2019, the original 16% tax rate is adjusted to 13%; the original 10% tax rate is adjusted to 9%; for those export service with original 16% tax rate and export tax rebate rate of 16%, the export tax rebate rate is adjusted to 13%; for export goods and cross-border taxable activities with original application of 10% tax rate and export tax rebate rate of 10%, the export tax rebate rate is adjusted to 9%.

Revenue from military products: Value-added tax is exempted for military production (order) contracts upon completion of the relevant procedures for tax relief.

Revenue from software: In accordance with the Circular of the State Administration of Taxation of the Ministry of Finance on the Value-added Tax Policy of Software Products (Cai Shui [2011] No. 100), for sales of self-developed software by a value-added tax general taxpayer, the portion of actual value- added tax burden in excess of 3% may be recovered upon payment in accordance with the relevant policy.

2. Enterprise income tax

Huangpu Wenchong, the subsidiary of the Company, passed again the review of high-tech enterprises in 2018, and obtained the Certificate of Hi-tech Enterprise with a validity period of three years. Its enterprise income tax for 2019 was paid at a rate of 15%.

Wenchong Shipyard, the subsidiary of the Company, passed again the review of high-tech enterprises in 2019, and obtained the Certificate of Hi-tech Enterprise with

70

a validity period of three years. Its enterprise income tax for 2019 was paid at a rate of 15%.

Hongfan Technology, the subsidiary of the Company, passed the review of high-tech enterprises in 2017, and obtained the Certificate of Hi-tech Enterprise with a validity period of three years. Its enterprise income tax for 2019 was paid at a rate of 15%.

Wenchong Dockyard, the subsidiary of the Company, passed the review of high-tech enterprises in 2018, and obtained the Certificate of Hi-tech Enterprise with a validity period of three years. Its enterprise income tax for 2019 was paid at a rate of 15%.

GSI, the subsidiary of the Company, passed again the review of high-tech enterprises in 2017, and obtained the Certificate of Hi-tech Enterprise with a validity period of three years. As it did not choose preferential taxation treatment, its enterprise income tax for the reporting period continued to be paid at a rate of25%.

14.Earnings per share

Basic earnings per share shall be calculated by profit or loss attributable to ordinary equity holders of the Company (the numerator) divided by the weighted average number of ordinary shares outstanding (the denominator) during the period.

The numerator of the diluted earnings per share attributable to ordinary shareholders is the Company's net profit after adjustment of the following factors: (1) the recognised interest expense of dilutive potential ordinary shares; (2) income or expense that would result from the conversion of dilutive potential ordinary shares; and (3) the related income tax effects of the above adjustments.

The denominator of diluted earnings per share is equal to the sum of: (1) the weighted average number of issued ordinary shares of the Company in basic earnings per share; and (2) the weighted average number of shares after conversion of the dilutive potential ordinary shares into ordinary shares.

In calculating the weighted average number of shares after conversion of dilutive potential ordinary shares into ordinary shares, the dilutive potential ordinary shares which were converted in previous years are assumed to be converted at the beginning of current period and the dilutive potential ordinary shares which were converted

71

during current period are assumed to be converted at the date of issue.

The calculation of basic earnings per share and diluted earnings per share are as follows:

Item

No.

Current period

Corresponding

period of last year

Net profit attributable to

1

390,750,329.92

-361,945,458.99

shareholders of the Parent Company

Non-recurring gains and losses

attributable to the Parent

2

812,658,713.76

122,148,141.24

Company

Net profit attributable to

shareholders of the Parent

3=2-1

-421,908,383.84

-484,093,600.23

Company, net of non-recurring

gains and losses

Total number of shares at the

4

1,413,506,378.00

1,413,506,378.00

beginning of the year

Number of shares increased due to

transferring capital reserve into

5

share capital or dividend

distribution of shares (I)

Number of shares increased due to

issuance of new shares or debt for

6

equity swap (II)

Number of months from next

month to the year-end regarding the

7

number of shares (II)

Number of shares decreased due to

8

stock repurchase

Number of months from the next

month to the year-end regarding the

9

decrease of shares

Number of shares decreased due to

10

capital reduction

Number of months in the reporting

11

6

6

period

Weighted average number of

12

1,413,506,378.00

1,413,506,378.00

ordinary shares outstanding

Weighted average number of

ordinary shares outstanding

following adjustments in relation to

business combination under

13

1,413,506,378.00

1,413,506,378.00

common control for the purposes of

earnings per share after deduction

of non-recurring gains and losses

Basic earnings per share(I)

14=1÷12

0.2764

-0.2561

Basic earnings per share(II)

15=3÷13

-0.2985

-0.3425

Potential diluted interests of

ordinary shares recognised as

16

expense

72

Item

No.

Current period

Corresponding

period of last year

Transfer fee

17

Income tax rate

18

0.25

0.25

Weighted average amount of

ordinary shares increased due to

19

warrant, share options, and

convertible bonds,etc.

20=[1+(16-

Diluted earnings per share ( )

18)×(1-

0.2764

-0.2561

17)]÷(12+1

9)

21=[3+(16

Diluted earnings per share ()

18)×(1-

-0.2985

-0.3425

17)]÷(13+1

9)

15.Dividends

Final dividends for the year-ended 31 December 2018 totaling RMB0 (corresponding period of last year: RMB0) were declared and paid during the six months ended 30 June 2019.

The Company will not distribute the interim dividends for the six month period ended 30 June 2019 (corresponding period of last year: Nil).

16.Depreciation and amortisation

Current period

Corresponding period of last

year

Depreciation of investment

314,356.08

314,356.08

properties

Depreciation of fixed assets

363,588,104.88

393,699,755.60

Amortisation of intangible

31,133,922.41

31,550,265.83

assets

Amortisation of long-term

7,361,072.30

1,845,410.10

prepaid expenses

Depreciation of right-of-use

26,287,149.55

assets

Total

428,684,605.22

427,409,787.61

17.Gains (or losses) on disposal of investments or properties

Gains (or losses) on disposal of investments during the current period were RMB0 (corresponding period of last year: RMB188,161.90), and investment income on cancellation of Longxue Properties, a subsidiary of the Company, was RMB0

73

(corresponding period of last year: RMB-42,655.82).

Gains on disposal of properties during the current period were RMB0 (corresponding period of last year: RMB0)

IV. SEGMENT INFORMATION

1.Basis for determination of reportable segments and accounting policies

According to the Group's internal organizational structure, management requirements, and internal reporting system, the segments of the operation can be divided into 4 categories based on the different types of main products. The management of the Group evaluates operating outcomes of these segments periodically in order to make decisions concerning resource distributions and operating result assessments. The Group is currently organized into shipbuilding, steel structure engineering, ship repair and related business and others.

Segment reporting information is disclosed according to accounting policies and measurement basis used in reports presented by each segment to the management. These accounting policies and measurement basis are consistent with those adopted in drafting financial statements.

2.Financial information of reportable segments during the period

(1) Profit before tax, assets and liabilities for segments by product or business

74

Current period

Item

Shipbuilding and

Steel structure

ship repair and

Other segments

Inter-segment

Total

related business

engineering

related business

elimination

Operating income

8,163,215,956.79

438,843,173.74

281,878,559.73

742,751,349.95

-1,810,603,720.53

7,816,085,319.68

Including:

6,968,745,653.37

320,013,669.12

279,054,865.73

248,271,131.46

-

7,816,085,319.68

Revenue from

external

transactions

Revenue from

1,194,470,303.42

118,829,504.62

2,823,694.00

494,480,218.49

-1,810,603,720.53

intra- segment

transactions

Operating costs

8,143,237,454.33

413,911,766.76

243,599,568.60

719,951,004.87

-1,893,838,993.75

7,626,860,800.81

Charges during the

527,118,126.73

42,485,743.23

97,203,992.58

30,341,273.90

-1,840,323.86

695,308,812.58

period

Segment total

762,844,365.46

-15,955,374.31

-57,906,889.17

10,337,143.29

4,290,610.52

703,609,855.79

profit

Total assets

47,611,012,116.40

1,388,714,530.54

2,417,802,622.36

12,653,779,245.18

-16,514,772,789.35

47,556,535,725.13

Total liabilities

32,354,058,427.77

1,112,569,618.23

2,471,657,616.79

2,948,791,231.06

-6,473,957,967.23

32,413,118,926.62

Supplementary

-

information

Capital

1,284,222,110.56

2,702,028.55

12,143,108.54

2,758,734.95

-300,000,000.00

1,001,825,982.60

expenditure

Impairment loss

77,708,026.97

558,718.94

-199,251.13

30,761.71

-28,084.55

78,070,171.94

recognized during

current period

Depreciation and

347,843,378.03

3,474,563.59

36,222,072.15

42,345,016.48

-1,200,425.03

428,684,605.22

amortisation

expense

75

Corresponding period of last year

Item

Shipbuilding and

Steel structure

ship repair and

Other segments

Inter-segment

Total

related business

engineering

related business

elimination

Operating income

7,482,255,001.47

479,097,588.64

253,833,180.33

453,837,935.57

-195,254,906.27

8,473,768,799.74

Including:

7,292,183,938.79

479,013,537.38

253,833,180.33

448,738,143.24

8,473,768,799.74

Revenue from

external

transactions

Revenue from

190,071,062.68

84,051.26

5,099,792.33

-195,254,906.27

intra- segment

transactions

Operating costs

7,476,190,588.38

453,453,141.90

243,389,105.75

398,393,203.89

-188,128,545.16

8,383,297,494.76

Charges during the

562,582,681.78

20,872,243.73

99,866,675.39

38,206,235.26

12,542,673.98

734,070,510.14

period

Segment total

-402,599,545.64

5,717,290.10

-89,369,084.21

5,804,967.47

20,673,052.15

-459,773,320.13

profit

Total assets

48,871,338,220.68

1,164,236,972.75

2,379,417,256.47

10,249,175,834.91

-15,188,824,198.44

47,475,344,086.37

Total liabilities

34,225,463,809.53

874,376,973.12

2,371,477,071.83

1,090,599,358.83

-5,442,983,675.01

33,118,933,538.30

Supplementary

information

Capital

410,814,091.88

10,450,008.43

34,317,369.22

50,584,519.18

-100,000,000.00

406,165,988.71

expenditure

Impairment loss

91,466,143.03

-484,217.97

-1,267,986.37

153,326.68

89,867,265.37

recognized during

current period

Depreciation and

350,744,067.39

3,030,163.40

36,857,081.12

36,483,404.17

295,071.53

427,409,787.61

amortisation

expense

76

(2) Revenue from external transactions by origin of revenue

Revenue from external transactions

Current period

Corresponding period of last

year

Revenue from external transactions derived

7,742,032,051.13

8,451,343,321.91

from China

Revenue from external transactions derived

74,053,268.55

22,425,477.83

from other countries

Total

7,816,085,319.68

8,473,768,799.74

(3) Non-current assets by location of assets

Total non-current assets

Ending balance

Beginning balance

Non-current assets within China

14,536,622,713.50

17,072,158,586.14

Non-current assets in other countries

641,732,046.48

727,749,130.41

Total

15,178,354,759.98

17,799,907,716.55

Note: Total non-current assets exclude financial assets and total deferred tax assets.

77

§9 DOCUMENTS AVAILABLE FOR INSPECTION

The 2019 interim report will be available at the following addresses and websites:

HKEXnews website of the Stock

www.hkexnews.hk

Exchange of Hong Kong Limited

Website of the Shanghai Stock

www.sse.com.cn

Exchange

Place for inspection of the interim

Office of the Board of Directors, Floor 15, Ship Building,

report

No.137 Gexin Road, Haizhu District, Guangzhou

By order of the Board

CSSC Offshore & Marine Engineering (Group) Company Limited

Han Guangde

Chairman

Guangzhou, 29 August 2019

As at the date of this announcement, the Board comprises eleven Directors, namely executive Directors Mr. Han Guangde, Mr. Chen Zhongqian, Mr. Chen Liping, Mr. Sheng Jigang, Mr. Xiang Huiming and Mr. Chen Ji, non-executive Director Mr. Shi Jun and independent non-executive Directors Mr. Wang Yichu, Mr. Min Weiguo, Mr. Liu Renhuai and Mr. Yu Shiyou.

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COMEC - CSSC Offshore & Marine Engineering (Group) Company Limited published this content on 29 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 August 2019 10:05:07 UTC