大洋B1(420047)ST大洋Ｂ2001年年度报告（英文版）

股票简称 ST 大洋 B 股票代码 200057 公告编号 2001-010 号 Shenzhen Great Ocean Shipping Co., Ltd. 2001 Annual Report (Summary) Important: Board of Directors of the Shenzhen Great Ocean Shipping Co., Ltd. (hereinafter referred to as the Company) individually and collectively accept responsibility for the correctness, accuracy and completeness of the contents of this report and confirm that there are no material omissions nor errors which would render any statement misleading. Shenzhen Pengcheng Certified Public Accountants issued an Auditors’ Report with explanatory notes to which and the Board of Directors and the Supervisory Committee made detailed explanations, the investors are suggested to read the content. The summary of 2001 annual report is abstracted from the annual report, and investors are suggested to read the annual report to understand more details. I. COMPANY PROFILE 1. Legal Name of the Company In Chinese: 深圳大洋海运股份有限公司 In English: Shenzhen Great Ocean Shipping Co., Ltd. Abbreviation of English name: GOSCO 2. Legal Representative: Li Di 3. Secretary of the Board of Directors: Mr. Yan Zhongyu Liaison Address: Rm. 1805 of A Block, Electronics Tech. Bldg., Futian Dis., Shenzhen Tel: (86) 755-3781732 Fax: (86) 755-3780771 E-mail: yzy@ec-h.com 4. Registered Address: Rm. 1805 of A Block, Electronics Tech. Bldg., Futian Dis., Shenzhen Office Address: Rm. 1805 of A Block, Electronics Tech. Bldg., Futian Dis., Shenzhen Post Code: 518031 E-mail: szdayang@ec-h.com 5. Newspaper Chosen for Disclosing the Information of the Company: Securities Times and Ta Kung Pao Internet Website Designated by CSRC for Publishing the Annual Report: http://www.cninfo.com.cn The Place Where the Annual Report is Prepared and Placed: Secretariat of the Company 6. Stock Exchange Listed with: Shenzhen Stock Exchange Short Form of the Stock: ST GREAT OCEAN - B Stock Code: 200057 II. FINANCIAL HIGHLIGHTS AND BUSINESS HIGHLIGHTS 1. Major accounting data as of the year 2001 (Unit: In RMB) Item Amount Total profit 6,831,495.77 Net profit 6,831,495.77 Net profit after deducting non-recurring gains and losses -20,193,229.02 Profit from main business lines - Profit from other business lines 406,335.47 Operating profit -20,193,229.02 Investment income 29,351,900.00 Subsidy income -- Net income / expenditure from non-operating -2,327,175.21 Net cash flows arising from operating activities -5,397,287.23 Net increase in cash and cash equivalents 12,796,814.81 Note: Total amount of the non-recurring gains and losses is RMB 27,024,724.79, including RMB 29,351,900.00 income from equity assignment and RMB -2,327,175.21 net income / expenditure from non- operation. 2. Pursuant to the Notes concerning the Impact of Consolidated Accounting Statements for the Year 1998 Audited by Overseas and Chinese CPA on Consolidated Accounting Statements for the Year 2001 issued by Shenzhen Pengcheng Certified Public Accountants for the Company, there exists no difference in the Company’s accounting statements prepared under Chinese Accounting Standards and International Accounting Standards respectively. III. CHANGE IN SHARE CAPITAL AND PARTICULARS ABOUT SHAREHOLDERS 1. Change in share capital Statement of change in share Increase/decrease of this time (+, - ) Type of shares Before the change After the change Share Capitalization of Others Subtotal Allotment public reserve I. Unlisted Shares 1. Promoters’ shares Including: State-owned share Domestic juristic person’s shares 118,800,000 118,800,000 Foreign juristic person’s shares Others 2. Raised juristic person’s shares 3. Employees’ shares 4. Preference shares or others Total unlisted shares 118,800,000 118,800,000 II. Listed Shares 1. RMB ordinary shares 2.Domestically listed foreign shares 79,200,000 79,200,000 3. Overseas listed foreign shares 4. Others Total listed shares 79,200,000 79,200,000 III. Total shares 198,000,000 198,000,000 2. About shareholders: (1) At the end of the report year, the Company had totally 8,381 shareholders. (2) Particulars about share held by the top ten shareholders: Unit: share No. Shares held at Changes in Proportion of Name of Shareholders end of report shareholding in Proportion shares held in Share type period (shares) report period total shares (%) 1 Shenzhen East European 59,360,400 59,360,400 29.98 Nil Juristic person’s shares Industrial Company 2 Jiangxi Jiangnan Trust and 43,023,256 21.73 Nil Juristic person’s shares Investment Co., Ltd. 3 Shenzhen Orient Jida Commerce 16,416,344 16,416,344 8.29 Nil Juristic person’s shares Co., Ltd. 4 Xie Yingjun 5,280,000 2.67 B shares in circulation 5 Rongjun Development Co., Ltd. 2,202,500 1.11 B shares in circulation 6 Zhang Tingjiang 1,980,000 1.00 B shares in circulation 7 Wen Peirong 1,007,984 0.51 B shares in circulation 8 Tong Youyuan 985,100 0.49 B shares in circulation 9 Zhou Haiying 840,000 0.42 B shares in circulation 10 Gu Qun 628,140 0.32 B shares in circulation (3) Note to the changes in shares 1) On March 2, 2001, the Company published the notice on changes in equity in Securities Times and Ta Kung Pao: According to the judgment of Shenzhen Municipality Intermediate People’s Court, 75,776,744 juristic person’s shares of the Company held by the Company’s former largest shareholder, Shenzhen Shekou Great Ocean Shipping Co., Ltd., were ruled to transfer to China Communication Securities Co., Ltd. (“Communication Securities”). After the transfer, Shenzhen Shekou Great Ocean Shipping Co., Ltd. no longer held any shares of the Company. 2) On March 20, 2001, the Company published the notice on changes in equity in Securities Times and Ta Kung Pao: In accordance with the Agreement of Equity Transfer signed between Communication Securities and Shenzhen East European Industrial & Trading Co., Ltd. (original named Shenzhen East European Industrial Co., Ltd.) on Jan. 4, 2001, Communication Securities transferred 59,360,400 juristic person’s shares of the Company (taking 29.98% of the Company’s total share capital) to Shenzhen East European Industrial Co., Ltd. (“Shenzhe East European”) at the price of RMB 0.25 per share. After the transfer, Communication Securities held 16,416,344 juristic person’s shares of the Company as the third largest shareholder while Shenzhen East European became the largest shareholder. 3) On July 6, 2001, the Company published the notice on changes in equity in Securities Times and Ta Kung Pao: In accordance with the Agreement of Equity Transfer signed between Communication Securities and Orient Jida Commerce Co., Ltd. (“Orient Jida”) on July 2, 2001, Communication Securities transferred 16,416,344 juristic person’s shares of the Company (taking 8.29% of the Company’s total share capital) to Orient Jida. After the transfer, Orient Jida became the third largest shareholder of the Company and Communication Securities no longer held the Company’s shares. (4) Particulars about shareholders holding over 5% of the total share capital 1) Shenzhen East European is the largest shareholder of the Company. The said company was established on Dec. 30, 1993; registration capital: RMB 88.6 million; legal representative: Yu Jun; business scope: initiate entity, domestic business, supply and marketing of material, import and export business. The shareholders of Shenzhen East European are: East European Economic Development Co., Ltd. (taking 67.72% of the total shares), Shenzhen East European Culture and Entertainment Co., Ltd. (taking 20.99% of the total shares), Shenzhen Orient Xinda Investment Co., Ltd. (taking 11.29% of the total shares). 2) Jiangxi Jiangnan Trust and Investment Co., Ltd., registration capital: RMB 212.05 million; legal representative: Wu Guanquan; business scope: trusting deposit and loan and investment, entrusting deposit and investment; deposit and investment of own funds, securities and agency. 3) Shenzhen Orient Jida Commerce Co., Ltd. was established in 2001, registration capital: RMB 500,000, legal representative: Xu Guoying; business scope: domestic commerce, supply and marketing of material and agency. 4) The shares held by the juristic person shareholders holding over 5% of the total share capital have not been pledged or frozen. (5) There existed no association relationship among the top ten shareholders of the Company. IV. PARTICULARS ABOUT DIRECTOR, SUPERVISOR AND SENIOR EXECUTIVE AND STAFF 1. Directors, supervisors and senior executives: (1) Particulars about directors, supervisors and senior executives in office at present: Name Gender Age Title Office term Title and office term in shareholding company Li Di Female 33 Chairman of the Board May 16, 2001 – May 16, 2004 General Manager Zeng Male 33 Director, Standing Dec. 16, 2001 – Dec. 16, 2004 Qingqun Deputy General Manager Wu Juan Female 32 Director, Financial Chief Dec. 16, 2001 – Dec. 16, 2004 Supervisor Zhu Min Female 48 Director Dec. 16, 2001 – Dec. 16, 2004 To take the post of Administration Deputy General Manager of the East European from Feb. 26, 2002, to Feb. 26, 2003 Wang Qiaofei Male 38 Director Dec. 16, 2001 – Dec. 16, 2004 To take the post of Financial Deputy Chief Supervisor of the East European from Feb. 26, 2002 to Feb. 26, 2003 Lv Zhiyun Male 30 Director Dec. 16, 2001 – Dec. 16, 2004 To take the post of director of the office of the Board of East European from Feb. 26, 2002 to Feb. 26, 2003 Tang Xihao Male 45 Director May 16, 2001 – May 16, 2004 Li Caimou Female 55 Independent Director May 16, 2001 – May 16, 2004 Yang Caiqin Female 45 Independent Director May 16, 2001 – May 16, 2004 Yuan Jiucai Male 58 Supervisor May 16, 2001 – May 16, 2004 To take the post of Administration General Manager of the East European from Feb. 26, 2002, to Feb. 26, 2003 Shen Xueqin Male 39 Supervisor May 18, 2001 – May 18, 2004 Li Bin Female 35 Supervisor May 18, 2001 – May 18, 2004 Song Jie Female 26 Supervisor Dec. 16, 2001 –Dec. 16, 2004 To take the post of Administration Secretary of the Board of the East European from Feb. 26, 2002, to Feb. 26, 2003 Hu Yinglu Male 30 Supervisor Dec. 16, 2001 –Dec. 16, 2004 Yan Zhongyu Male 27 Secretary of the Board Jun. 30, 2000 – Jun. 30, 2003 Note: Directors, supervisors and senior executives as listed above have not hold the shares of the Company. (2) Particulars about annual salary: In 2001, the total annual salary received by directors, supervisors and senior executives from the Company was RMB 396,000. The total amount of the top three directors was RMB 208,000. The total amount of the top three senior executives was RMB 177,000. Dir. Ms. Zhu Min, Mr. Wang Qiaofei and Mr. Tang Xihao, Supervisor Mr. Yuan Jiucai, Ms. Li Bin and Ms. Song Jie draw no pay from the Company. They all draw their annual salary from the first shareholder Shenzhen East European Industrial and Trading Co. except Mr. Tang Xihao and Ms. Li Bin. (3) In 2001, there are changes in directors, supervisors and senior executives of the Company due to the change of holding shareholder of the Company. In May 2001, original Chairman of the Board and concurrent General Manager Mr. Zhu Wenbin, Director and concurrent Standing Deputy General Manager Mr. Wang Chunliang, Director and concurrent Financial Chief Supervisor Mr. Zhao Liang, Director Mr Pang Yingxue and Liu Minghui, Supervisor Mr. Ma Yuancheng, Mr. Zhu Qiang and Ms. Chen Qing left their post. In order to fulfill the separation in the personnel between the first shareholder and the Company, and as examined and approved by the Board of Directors and Shareholders’ General Manager, original Chairman of the Board Mr. Yu Jun, Director and concurrent Standing Deputy General Manager Mr. Li Chi, Director and concurrent Deputy General Manager Ms. Sun Weiping, Director Ms. Zhou Aiqing submitted the resignation to the Board of Director and left their post in Dec. 2001. In addition, In Dec. 2001, original supervisor Ms. Zeng Tonghua left his post due to work transfer. In Nov. 2001, the Company engaged Ms. Li Di, Mr. Zeng Qingqun and Ms. Wu Juan as General Manager, Standing Deputy General Manager and Financial Chief Supervisor respectively. (4) About staff: the Company had totally 11 employees, including 3 financial personnel and 8 administrative personnel. The employees graduated from the 3-years regular college take 90% of the total employees. V. ADMINISTRATIVE STRUCTURE 1. The Administrative Structure of the Company: According to normative documents including the Administrative Rules for Listed Companies, the Guidance of the Articles of Association for Listed Companies, the Normative Opinions of the Shareholders’ General Meeting for Listed Companies issued by CSRC as well as the Company’s actual administration status, the Company believes there exists no big difference between its administration and the requirements of the above documents. The Company will revise the Articles of Association according to requirements of the above documents, and keep on improving its legal person administrative structure. 2. Performance of Obligation of Independent Directors: Ms. Li Caimou and Ms. Yang Caiqin were elected independent director in the Shareholders’ General Meeting of 2000 dated May 16, 2001.The two independent directors implemented their rights and obligations strictly according to the Articles of Association and the Guide Opinions for Listed Companies to Establish Independent Director System issued by CSRC. Besides, they attended the trainings for independent directors organized by CSRC on July of 2001 and January of 2002 respectively. On October 29, 2001, the two independent directors expressed independent opinions respectively on the Report of Self-inspection and Rectification for the Company’s Normative Operation. 3. The Company has achieved absolute separation in business, personnel, assets, organization and finance etc. from its controlling shareholder, and possesses independent and complete business and management capabilities. VI. BRIEFINGS ON THE SHAREHOLDERS’ GENERAL MEETING In the report year, the Company held the Shareholders’ General Meeting of 2000 and the Provisional Shareholders’ General Meeting for once. I. The public notice on holding the Shareholders’ General Meeting of 2000 was published in Securities Times and Hong Kong Ta Kung Pao dated April 9, 2001, which was reviewed and passed by the Board of Directors. The Shareholders’ General Meeting was held in Shenzhen Futian District Electronic and Scientific Building on schedule dated May 16, 2001. The lawyer Song Pingping from Xinda Lawyers’ Firm witnessed the meeting on spot and issued the legal position paper. The resolutions of the Shareholders’ General Meeting as well as the legal position paper were published in Securities Times and Hong Kong Ta Kung Pao dated May 18, 2001. 2. The public notice on holding the 1st Provisional Shareholders’ General Meeting was published in Securities Times and Hong Kong Ta Kung Pao dated November 15, 2001 as decided by the Board of Directors. The meeting was held in Shenzhen Futian District Electronic and Scientific Building on schedule dated December 16, 2001. The lawyer Song Pingping from Xinda Lawyers’ Firm witnessed the meeting on spot and issued the legal position paper. The resolutions of the Provisional Shareholders’ General Meeting as well as the legal position paper were published in Securities Times and Hong Kong Ta Kung Pao dated December 18, 2001. VII. REPORT OF THE BOARD OF DIRECTORS 1. Operation (1) The Company mainly engages in marine container transportation on coastal seas. Due to consistent suspension in main business, no revenue was generated accordingly in the report year. As examined and approved in the 1st Extraordinary Shareholders’ General Meeting 2001, the Company completed the equity assignment of Shenzhen Shekou Great Ocean Container Shipping Company, Jincheng Shipping Co., Ltd. and Jinquan Shipping Co., Ltd.. In addition, the Company held Shenye (Shenzhen) Industrial Trade Company into trust formally from Nov. 1, 2001. Audited by Shenzhen Pengcheng Certified Public Accountants, the Company realized a net profit of RMB 6.83 million in the report period, reversing losses as of the previous year into profits. (2) Problems and difficulties occurred in operation and solutions Under the unfavorable situation of suspension in all principal business and heaven burden of liabilities, the Board of Directors as well as the management group of the Company made all efforts to negotiate with the debtors and large shareholders for support, and promote the liabilities and assets reorganization enthusiastically. 2. In the report period, the Company conducted no investment funded with raised proceeds or non-raised funds. 3. Financial status and achievements of operation Item 2001 2000 +/- Main causes Total assets 116,316,115.07 105,075,027.00 10.70% RMB 18,204,950.00 income from equity assignment Long-term liability -- -- -- -- Shareholders’ equity -72,470,302.62 -80,204,057.32 9.64% Increase in retained profit as of the year Profit from Main Business Lines -- -- -- -- Net Profit 7,733,754.70 -118,980,636.12 106.50% RMB 29,451,900.00 income from equity assignment 4. The Notes given by the Board of Directors on the matters involved in the Auditors’ Report with explanatory notes issued by Certified Public Accountants: In the second half year of 2001, Board of Directors and management group of the Company made times of negotiations with its main creditors for liabilities reorganization and reached preliminary agreement to conduct liabilities reorganization in 2002 with the Company’s assets reorganization. Meanwhile, the Company took active and effective measures to vitalize its low quality assets and searched for profit- generating resources from various aspects as follows: Firstly, the Company implemented the equity assignment of its subsidiaries, which rendered the Company an income of over RMB 29 million in cash. Secondly, the Company held Shenye (Shenzhen) Industrial and Trading Development Co., Ltd., a subsidiary of the Company’s control shareholder Shenzhen Eastern European Industrial and Trading Co., Ltd., in trust and a stable corresponding revenue was achieved. Commencing from Nov. 1, 2001 to Dec. 31, 2001, the Company realized an income of RMB 427,946.78 from the said enterprise trust and operation. As examined and passed in the Board meeting and approved by Shenzhen Foreign Capital Administrative Bureau, the Company broadened its business scope with relevant registration procedures completed with Shenzhen Bureau of Industry and Commerce as follows: nuisance free cultivation technology of vegetables, fruits and tea as well as relevant series products development. As approved in the Board meeting, the Company entrusted the subsidiary of Shenye (Shenzhen) Industrial and Trading Development Co., Ltd.. with the business of rice trade funded by self-owned capital and will reinforce the cooperation with company and others for more cash flow channels and profit resources. It was firmly believed that under the united efforts of the Board of Directors, the management group and the whole staff, the Company would definitely succeed in the transforming in principal business and resume the consistent profitability. 5. Operation plan for 2002 In the year 2002, the Company will continue its work in promoting its liabilities and assets reorganization under the support of all shareholders. In order to realize the transforming of main business and resume the consistent profitability, eternally to safeguard the interest of the shareholders, the Company will make every effort to negotiate with debtors for liabilities reorganization and implement the assets reorganization based on it. 6. Profit distribution or preplan on capital public reserve transferring into share capital As audited by Shenzhen Pengcheng Certified Public Accountants, the Company realized a net profit of RMB 6.83 million in 2001, which was decided by the Board to make up the deficits as of previous years, so neither profit distribution nor capital public reserve transferring into share capital will be conducted for 2001. VIII. REPORT OF THE SUPERVISORY COMMITTEE 1. In the report year, the Company held five meetings of Supervisory Committee, details of which are as follows: 1) The meeting of the Supervisory Committee was held on April 9, 2001, in which the following resolutions were made: Reviewed and passed 2000 Work Report of the Supervisory Committee; Reviewed and passed 2000 Annual Report and the Report Summary; Reviewed and passed the proposal on re-election of the Supervisory Committee; Reviewed and passed other proposals and relevant documents as submitted to the Shareholders’ General Meeting of 2000. 2) The meeting of the Supervisory Committee was held on May 23, 2001, in which the following resolution were made: Mr. Yuan Jiucai was elected chairman of the Supervisory Committee as well as the Committee’s convener. 3) The meeting of the Supervisory Committee was held on August 17, 2001, in which the following resolutions were made: Reviewed and passed 2001 Interim Report and the Summary; Reviewed and passed the 2001 Interim Profit Distribution Plan as submitted by the Board of Directors. 4) The meeting of the Supervisory Committee was held on October 29, 2001, in which the following resolutions were made: Reviewed and passed 2001 Third Quarter Report and the Financial Report; Reviewed and passed the Report of Self-inspection and Rectification for the Company’s Normative Operation. 5) The meeting of the Supervisory Committee was held on November 13, 2001, in which the following resolutions were made: Reviewed and passed the proposal on relieving Ms. Zeng Tonghua of her post as supervisor; Reviewed and passed the proposal on augmenting Ms. Song Jie to be supervisor; On sitting in the 6th Meeting of the Board of Director of 2001, the Supervisory Committee believes that the convening and holding of this Board meeting as well as voting on resolutions and voting procedures were all in line with relevant regulations, believes that the Company pursued the principle as being fair, honest and reliable during the significant events like material sale of assets and trustee of other related enterprises, and has not found any inside trading or damaging of the rights and interests of shareholders; Reviewed and passed the proposal on changing the domestic financial auditors in 2001; Reviewed and passed the proposal on selling part of equity rights of the Company’s subsidiaries; Reviewed and passed the proposal on being custodian of Shenye (Shenzhen) Industrial and Trading Development Co., Ltd.. 2. The Supervisory Committee expressed independent opinions towards the following events: (1) Pursuant to relevant national laws, legislations and Articles of Association, the Supervisory Committee supervised the holding procedures, discussion and decision-making events of the Shareholders’ General Meeting and the Board meeting, as well as implementation of resolutions of the Shareholders’ General Meeting by the Board of Directors and management team. The Supervisory Committee believes the Board of Directors and management team worked in an honest, reliable and diligent manner, practically and effectively implemented various resolutions of the Shareholders’ General Meeting, and believes that the decision- making procedures were in line with relevant regulations and the Company established a rather perfect internal control system; The directors and senior executives haven’t been found violating laws, legislations and Articles of Association or damaging the Company’s interests during their performance of duti0es. (2) The 2001 Auditors’ Report issued by Shenzhen Pengcheng Certified Public Accountants Co., Ltd. factually reflected the Company’s actual financial status and management achievements. (3) The transaction prices for purchase or sale of assets are reasonable. No inside trading has been found. The transactions haven’t damaged the rights and interests of part of shareholders or resulted in runoff of the Company’s assets. (4) The correlative transactions are fair and reasonable, and haven’t damaged the interests of listed company. 3.The Supervisory Committee expressed opinions towards the Board’s remarks on the auditors’ reports carried with explanatory illustration: The Supervisory Committee believes the Board’s remarks on the auditor’ report carried with explanatory illustration truthfully reflected the management progress achieved in the second half of 2001 and pointed out the direction for the next step’s work focus. The Supervisory Committee will urge the Board of Directors and management team to positively push the work of debts and assets re-organization work and other businesses so as to ensure the Company could smoothly realize the transformation of its leading business and recover its sustained profit-making capability. IX. SIGNIFICANT EVENTS 1. Material Lawsuits and Arbitration 1) April 19, 2001, Dalian Container Port Co., Ltd. (DCPC) brought a litigation against the Company and Shenzhen Shekou Great Ocean Shipping Co., Ltd. to Dalian Maritime Court of the PRC demanding the defendants to pay the overdue port handling fee and according late fee totaling RMB 3,458,271.62. Pursuant to (2001) DHFSCZ No. 368 and No. 370 Civil Mediation Paper and (2001) DHFSCZ No. 141 Civil Judgment issued by Dalian Maritime Court of the PRC, the Company entered into agreement with DCPC that: DCPC shall withdraw all demand concerning the handling fee of the Company’s Jinlun Vehicle and Weikang Vehicle and cancel the litigation provided that: the Company pays DCPC RMB 300,000 port handling fee before Jan. 31, 2002 and RMB 250,000 before Feb. 28, 2002; the case acceptance fee totaling RMB 19,997 is born by DCPC; should the Company fail to implement the said commitment, interest of the said payable amounts calculated at the rate quoted by the People’s Bank of China for overdue loan from financial institute from April 1 to the actual payment date would be added to the principal overdue handling fee. The Company has not settled the payment till April 10, 2002. 2) June 14, 2001, the Company received a Civil Judgment from Guangzhou Municipal Intermediate People’s Court ruling the defendant, Guangdong Maite Xinghua Pharmaceuticals Co., Ltd., to repay Taojin Brach, Guangzhou, Agricultural Bank of China, the plaintiff, loan of RMB 40 million and the according interest and penalty; the Company, who provided guarantee for the loan, taking the joint responsibility. Notice concerning the issue was published in Securities Times and Ta Kung Pao dated June 14, 2001. Ended Dec. 31, 2001, Maote Company has not repaid the said loan. 2. Significant Assets Sales Nov. 13, 2001, the Board of Directors of the Company held the 6th meeting in 2001, in which Proposal on Sales of Equity of Partial Subsidiaries and Announcement of Convening the 1st Extraordinary Shareholders’ General Meeting 2001 were examined and approved. Relevant notice was published in Securities Times and Ta Kung Pao dated Nov. 15, 2001. Nov. 17, 2001, the Company published following notices in Securities Times and Ta Kung Pao: Notice on Assigning Equity of Shenzyhen Shekou Great Ocean Container Shipping Co., Ltd., Notice on Assigned Equity of Jincheng Shipping Co., Ltd. and Jinquan Shipping Co., Ltd., Independent Financial Advisors’ Report from Shenzhen Pengcheng Certified Public Accountants concerning the Company’s Equity Assignment, and Lawyers’ Opinion on Material Assets Assignment of the Company issued by Xinda Law Firm. Nov. 24, 2001, the Company published following notices in Securities Times and Ta Kung Pao: Supplementary Notice on the Previous Assets Assignment, Independent Financial Advisors’ Report from Shenzhen Dahua Tiancheng Certified Public Accountants concerning the Company’s Equity Assignment. Dec. 6, 2001, the Company published following notices in Securities Times and Ta Kung Pao: Supplementary Notice on the Previous Assets Assignment and Supplementary Lawyers’ Opinion on Material Assets Assignment of the Company issued by Xinda Law Firm. Dec. 16, 2001, the Company published following notices in Securities Times and Ta Kung Pao: Notice on Resolutions of the 1st Extraordinary Shareholders’ General Meeting 2001 and Lawyers’ Opinion on the 1st Extraordinary Shareholders’ General Meeting 2001 issued by Xinda Law Firm. The assets assignment was implemented formally upon the examination and approval of the Shareholders’ General Meeting. Jan. 4, 2002, the company published following notices in Securities Times and Ta Kung Pao: Implementation Result of Material Assets Assignment and Lawyers’ Opinion on the Implementation Result of Material Assets Assignment issued by Xinda Law Firm. The material assets assignment was to assign 95% equity of Shenzyhen Shekou Great Ocean Container Shipping Co., Ltd. (carrying amount at zero) at the price of RMB 6 million; assign 100% equity of Jincheng Shipping Co., Ltd. and Jinquan Shipping Co., Ltd. (carrying amount at zero) respectively at the price of RMB 13 million and RMB 9 million. The above three equity assignments rendered the Company income from investment totaling RMB 293.519 million. 3. Material Correlative Transactions in the Report Year: The 6th Meeting of the Board of Directors of 2001 was held on November 13, 2001. Under the condition that the related directors avoided voting, the meeting reviewed and passed the proposal on being the custodian of Shenye (Shenzhen) Industrial and Trading Development Co., Ltd. – the subsidiary to the Company’s first large shareholder Shenzhen East European Industrial Company , which was to be submitted to the 1st Provisional Shareholders’ General Meeting of 2001 for discussion. The public notice on the resolution was published in Securities Times and Hong Kong Ta Kung Pao dated November 15, 2001. The public notice on the correlative transaction of keeping as custodian of Shenye (Shenzhen) Industrial and Trading Development Co., Ltd. as well as all the independent financial reports on this trusteeship as issued by Certified Public Accountants was published in Securities Times and Hong Kong Ta Kung Pao dated November 17, 2001. On November 24, 2001, a supplementary public notice was published in Securities Times and Hong Kong Ta Kung Pao on trustee transaction as well as the independent consultants’ financial reports on keeping as custodian of Shenye (Shenzhen) Industrial and Trading Development Co., Ltd. as issued by Shenzhen Dahua Tiancheng Certified Public Accountants. The resolution of the 1st Provisional Shareholders’ General Meeting of 2001and Lawyers’ Opinion issued by Xinda Lawyers’ Firm were published in Securities Times and Hong Kong Ta Kung Pao dated December 18, 2001. The Company implemented trusteeship of Shenye (Shenzhen) Industrial and Trading Development Co., Ltd. from November 1, 2001. According to the auditors’ report of SPSSZ [2002] No. 397 Document as issued by Shenzhen Pengcheng Certified Public Accountants, the Company realized turnover of RMB 21,397,339.19 in the period from November 1, 2001 to December 31, 2001, and realized custodian income amounting to RMB 427,946,78.00. 4. Significant Contracts and Implementation of Contracts Keeping as custodian of Shenye (Shenzhen) Industrial and Trading Development Co., Ltd.: Reviewed and passed by the 1st Provisional Shareholders’ General Meeting, the Company officially implemented trusteeship for Shenye (Shenzhen) Industrial and Trading Development Co., Ltd.. from November 1, 2001. The Company made continuous information disclosure on the trustee transaction in Securities Times and Hong Kong Ta Kung Pao dated November 13, November 17, November 24 and December 18, 2001 respectively. The implementation of transaction will bring stable custodian income for the Company and promote the adjustment of industrial structure. 5. The Company provided no guarantee for external party in the report year. 6. Performance of events as publicly disclosed and promised by the Company or shareholder holding over 5% of total shares: In the report year, the Company or shareholder holding over 5% of total shares hasn’t disclosed and promised any event in the designated newspapers and on website. 7. About engaging and dismissing of Certified Public Accountants and about fees paid to the Certified Public Accountants: 1) As discussed and passed in the 1st Provisional Shareholders’ General Meeting of 2001, the Company dismissed Tianjian (Xinde) Certified Public Accountants and re-engaged Shenzhen Pengcheng Certified Public Accountants Co., Ltd. as the Company’s domestic financial auditor in 2002. 2) Payment to Certified Public Accountants: The Company should pay RMB 150,000 to Tianjian (Xinde) Certified Public Accountants as the interim financial auditing fee of 2000, and RMB 200,000 as the annual financial auditing fee. Ended December 31, 2001, the Company hadn’t paid the above fees yet. The Company paid RMB 150,000 to Dahua Tiancheng Certified Public Accountants as independent financial consulting fee in 2001. The Company paid RMB 110,000 to Shenzhen Pengcheng Certified Public Accountants Co., Ltd as financial auditing fees for the Company’s subsidiary and Shenye (Shenzhen) Industrial and Trading Development Co., Ltd. in 2001. The 2001 annual auditing fee is RMB 230,000. 8. Punishment given to the Company, the Board and directors: Since the original directors Zhu Wenbin, Wang Chunliang, Zhao Liang, Pang Ying, Liu Minghui and the supervisors Ma Yuancheng, Zhu Qiang, Chen Qing delayed in signing Statement and Promise Letter of Director (Supervisor), the Company was publicly condemned by Shenzhen Stock Exchange. 9. Other Important Events: As approved in the Shareholders’ General Meeting dated May 16, 2001, the Company decided to change the Company’s office and registration address to Room No. 1805, Building A, Shenzhen Futian District Electronic and Scientific Building. The Company officially moved to the new office on May 18, 2001. The liaison phone number is 0755-3780763, and the fax number is 0755-3780771. The public notice on this change was published in Securities Times and Hong Kong Ta Kung Pao dated May 18, 2001. X. FINANCIAL REPORT 1. Auditors’ Report (Attachment); 2. Accounting Statements (Attachment) Note: This report was prepared in both Chinese and English. Should there be difference in interpretation of the two versions, the Chinese one shall prevail. Board of Directors Shenzhen Great Ocean Shipping Co., Ltd. April 12, 2002 Attachment: AUDITORS’ REPORT SPSGSZ [2002] No. 43 TO THE SHAREHOLDERS OF GREAT OCEAN SHIPPING CO., LTD.: Under the entrustment of Great Ocean Shipping Co., Ltd. (the “Company”), We have audited the accompanying consolidated balance sheet of and the Company and the subsidiaries (the “Group”) as of December 31, 2001, and the consolidated profit and profit distribution statement for the year ended 2001 and the consolidated cash flow statements for the year ended 2001.These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits in compliance with Independent Auditing Standards for Chinese Certified Public Accountants. In our opinion, the consolidated financial statements comply with the relevant regulations in Enterprise Accounting Standards and Enterprise Accounting Regulations; present fairly, in all material respects, the financial position of the Group as of December 31, 2001 and 2000, and the results of its operations and its cash flows for the years then ended. The continuous principal is adopted in the accounting. We noticed that: the Company’s principal business, shipping business, was in suspension presently and the owned overdue liabilities unpaid, as stated in Note 13.3. With a view to improving the said situation, the Company broadened its business scope in 2002; engaged in the trade of farm and sideline products by means of entrustment, etc.; and is negotiating with major creditors for the liabilities reorganization. Under the environment as stated above, the Company made necessary adjustment on its financial statements in terms of assets, liabilities and classification take into consideration the discontinuous operation. Shenzhen Pecheng Certified Public Accountants CPA: Wang Lei Certified Public Accountants CPA: Cui Zhimin Shenzhen, PRC April 9, 2002 Shenzhen Great Ocean Shipping Co., Ltd. Consolidated Balance Sheet Ended December 31, 2001 Unit: RMB Assets Notes 2001.12.31 2000.12.31 Current assets: Monetary funds 1 13,210,313.94 413,499.13 Short-term investment - - Notes receivable - - Dividend receivable - - Account receivable 2 14,271,670.99 21,666,609.32 Other account receivable 3 79,803,034.80 69,509,520.14 Accounts prepaid 8,506.00 8,506.00 Subsidy receivable - - Inventories - - Expenses to be apportioned - - Long-term credit investments due within 1 year - - Total current assets 107,293,525.73 91,598,134.59 Long-term investment: Long-term equity investment 4 - Long-term credit investment - Total of long-term assets - - Including: consolidated price difference - Balance of equity investment - Fixed assets: Fixed assets, original 5 19,779,271.36 28,163,043.77 Less: accumulated depreciation 5 6,318,015.53 8,586,318.59 Fixed assets, net 5 13,461255.83 19,576725.18 Less: provisions for devaluation of fixed assets 5 5,340,925.42 6,099,832.77 Fixed assets, net 8,120,330.41 13,476,892.41 Material of project - - Construction in progress - - Disposal of fixed assets - - Total fixed assets 8,120,330.41 13,476,892.41 Intangible assets and other assets: Intangible assets - - Long-term expenses to be apportioned - - Other long-term assets - - Total intangible assets and other assets - - Deferred taxes: Deferred taxes-borrowings - - Total assets 115,413,856.14 105,075,027.00 Shenzhen Great Ocean Shipping Co., Ltd. Consolidated balance sheet (Con.) Ended on 31 December 2001 Unit: RMB Liabilities and shareholders’ equity Notes Dec. 31, 2001 Dec. 31, 2000 Current liabilities: Short-term loans 6 80,396,510.00 80,398,180.00 Notes payable - - Accounts payable 7 9,666,152.72 9,793,344.28 Accounts prepaid - - Accrued payroll 181,724.50 100,268.00 Welfare funds payable 405,506.12 406,477.94 Dividend payable - - Taxes payable 8 1,620,434.85 1,598,823.54 Other duties payables - - Other accounts payables 9 18,779,375.46 19,068,722.33 Accrued expenses 10 23,131,275.38 16,742,950.23 Liabilities in advanced 11 40,605,438.66 43,170,318.00 Long-term liabilities due within 1 year - - Total current liabilities 174,786,417.69 171,279,084.32 Long-term liabilities: Long-term loans - - Bonds payable - - Long-term accounts payable - - Special accounts payable - - Other long-term liabilities - - Total long-term liabilities - - Deferred taxes: Deferred taxes-credit item - - Total liabilities 174,786,417.69 171,279,084.32 Shareholders’ equity: Share capital 12 198,000,000.00 198,000,000.00 Capital public reserve 13 70,224,836.90 70,224,836.90 Surplus public reserve 14 12,593,573.49 12,593,573.49 Including: statutory public welfare funds - 4,197,857.83 Undetermined investment losses - - Retained profit 15 -340,190,971.94 -347,022,467.71 Total shareholders’ equity -59,372,561.55 -66,204,057.32 Total liabilities and shareholders’ equity 115,413,856.14 105,075,027.00 Shenzhen Great Ocean Shipping Co., Ltd. Consolidated profit and profit distribution statement As of the year 2001 Unit: RMB Items Notes Year of 2001 Year of 2000 I. Income from main business lines - - Less: Cost of main business lines - - Taxes and extras of main business lines - - II. Profit from main business lines - - Add: Profit from other business lines 16 406,335.47 - Less: Operating expenses 600,000.00 - Administrative expenses 13,846,874.01 30,006,357.66 Financial expenses 17 6,152,690.48 5,589,480.79 III. Operating profit -20,193,229.02 -35,595,838.45 Add: Investment income 18 29,351,900.00 -100,000.00 Subsidy income - - Income from non-operating - 37,381.0 9 Less: Expenses of non-operating 19 2,327,175.21 49,517,670.42 IV. Total Profit 20 6,831,495.77 -85,176,127.78 Less: Income taxes - - Minority shareholders’ gains and losses - - Undetermined investment losses - - V. Net profit 6,831,495.77 -85,176,127.78 Add: Retained profit at the year-begin -347,022,467.71 -261,846,339.93 Other transferring into - - VI. Profit available for distribution -340,190,971.94 -347,022,467.71 Less: Allotted statutory surplus public reserve - - Allotted statutory public welfare fund - - VII. Profit available for distribution to shareholder -340,190,971.94 -347,022,467.71 Less: Dividend of preference share payment - - Allotted arbitrary surplus public reserve - - Dividend of ordinary share payment 16 - - Dividend of ordinary share transferred as share capital - - VIII. Retained profit -340,190,971.94 -347,022,467.71 Shenzhen Great Ocean Shipping Co., Ltd. Consolidated Cash Flow Statement As of the year 2001 Unit: RMB Items Notes Year of 2000 I. Cash flows arising from operating activities: Cash receivable from selling commodities and providing labor services - Drawback of taxes receivable - Other cash received in connection with the operating activities 1,251,935.61 Subtotal of cash inflows 1,251,935.61 Cash paid for commodities and labor services - Cash paid to/for staff and workers 379,520.21 Various taxes paid - Other cash paid in connection with operating activities 6,269,702.63 Subtotal of cash outflows 6,649,222.84 Net cash flows arising from operating activities -5,397,287.23 II. Cash flows arising from investment activities: Cash received from recovery of investment 18,178,500.00 Cash received from investment income - Net cash received from proposal of fixed, intangible and other long-term assets 1,241,071.00 Other cash received in connection with investment activities - Subtotal of cash inflows 19,419,571.00 Cash paid for purchasing fixed, intangible and other long-term assets 3,280.00 Cash paid for investment - Other cash paid in connection with investment activities - Subtotal of cash outflowss 3,280.00 Net cash flows arising from investment activities 19,416,291.00 III. Cash flows arising from financing activities: Cash received by absorbing investment - Cash received from loans - Other cash received in connection with financing activities Subtotal of cash inflows - Cash paid for settling debts - Cash paid for distribution of dividend, profit or interest repaying 1,222,188.96 Other cash paid in connection with financing activities - Subtotal of cash outflows 1,222,188.96 Net cash flows arising from financing activities -1,222,188.96 IV. Influences on cash from fluctuation in exchange rate - V. Net increase in cash and cash equivalents 12,796,814.81 Shenzhen Great Ocean Shipping Co., Ltd. Consolidated Cash Flow Statement (Con.) As of the year 2001 Unit: RMB Items Notes 2001 1. Adjusting net profit into cash flow for operating activities Net profit 6,831,495.77 Add: Minority shareholders’ gains and losses in the report year - Undetermined investment losses - Withdraw provision for devaluation of assets 12,059,951.87 Depreciation of fixed assets 595,613.83 Amortization of intangible assets - Amortization of long-term expenses to be apportioned - Decrease (less: increase) of expenses to be apportioned - Increase (less: decrease) of accrued expenses 6,388,325.15 Losses on proposal of fixed, intangible and other long-term assets 1,298,689.24 (Less: income) Financial expenses 1,222,188.96 Investment losses (Less: income) -29,351,900.00 Decrease of inventory (less: increase) - Deferred taxes-credit item - Decrease of receivables in operation (Less: increase) -14,052,989.27 Increase of payable in operation (Less: decrease) 9,611,337.22 Others Net cash flow arising from operating activities -5,397,287.23 2. Investment and financing activities Debts transferred as capital - The Company’s bonds within 1 year - Fixed assets rent financing - 3. Net increase in cash and cash equivalents Balance of cash at the year-end 13,210,313.94 Less: Balance of cash at the year-begin 413,499.13 Add: Balance of cash and cash equivalents at the year-end - Less: Balance of cash and cash equivalents at the year-begin - Net increase in cash and cash equivalents 12,796,814.81