深赤湾Ａ(000022)深赤湾2002年年度报告摘要（英文）

Stock code: 000022 /200022 Short form: Shen Chiwan A/Shen Chiwan B Announcement Serial No. 2002-003 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED 2002 ANNUAL REPORT SUMMARY 1. Important Notes: The Board of Directors of Shenzhen Chiwan Wharf Holdings Limited (“the Company”) individually and collectively accepts responsibility for the correctness, accuracy and completeness of the contents of this report and confirms that there are no material omissions nor errors which would render any statement misleading. The 2002 annual report summary is abstracted from the 2002 Annual Report, and thus it is suggested for investors to read the full text of 2002 Annual Report to understand more details. Chairman of the Board Ms. Wang Fen, as well as General Manager of the Company Dr. Liu Zhangjun and Chief Financial Officer Mr. Zhang Jianguo hereby confirm that the Financial Statements in the Annual Report is true and complete. This report was prepared in Chinese version and English version respectively. In the event of any difference in interpretation between the two versions, the Chinese version shall prevail. 2. Company Profile 2.1 Basic information Short Form of the Stock Shen Chiwan A/Shen Chiwan B Stock Code 000022/200022 Stock Exchange Shenzhen Stock Exchange Registered Address Port of Chiwan, Shenzhen, PRC Office Address 11-12/F., Chiwan Petroleum Building, Port of Chiwan, Shenzhen, PRC Post Code 518068 E-mail of the Company cwh@cndi.com 2.2 For contact Company Secretary Authorized Representative Name Ms. Pei Jiangyuan Ms. He Yingban and Mr. Tang Qingsong Address 11/F., Chiwan Petroleum Building, Port of Chiwan, Shenzhen, PRC Tel (86 755) 26817355 (86 755) 26694620 Fax (86 755) 26684117 (86 755) 26684117 E-mail cwh@cndi.com cwh@cndi.com -1- -2- 3. Financial Highlights 3.1 Major accounting data 2002 2001 +/- (%) 2000 Sales 714,755,787 478,756,052 49.3 448,441,809 Gross profit 393,035,908 193,984,617 102.6 180,825,420 Net profit 183,876,579 73,824,569 149.1 82,561,186 As at Dec. 31, 2002 As at Dec. 31, 2001 +/- (%) As at Dec. 31, 2000 Total assets 2,331,823,016 2,222,759,643 4.9 2,251,825,648 Shareholder’s equity 1,298,098,489 1,153,494,051 12.5 1,129,118,317 (minority interests excluded) Net cash flow from operating 290,261,808 189,923,346 52.8 188,747,130 activities 3.2 Financial Highlights 2002 2001 +/- (%) 2000 Earnings per share 0.482 0.194 148.5 0.216 Return on net assets 14.17% 6.40% 121.4 7.31% Net cash flow per share 0.761 0.498 52.8 0.495 from operating activities As at Dec. 31, 2002 As at Dec. 31, 2001 +/- (%) As at Dec. 31, 2000 Net assets per share 3.402 3.023 12.5 2.960 3.3 Difference in net profit calculated under Chinese Accounting Standard (CAS) and International Accounting Standard (IAS) √Applicable ? Non-applicable CAS IAS Net profit RMB183,599,988 RMB183,876,579 A discrepancy of RMB276,591 exists between the results of the two calculations since that A/P unpayable was calculated into Explanation on the difference capital reserve under the new accounting rules issued by the Finance Ministry, while as the profit for the reporting period under International Accounting Standards. -3- 4. Changes in Share Capital and Particulars about Shareholders 4.1 Changes in Share Capital Change in amount of shares (+,-) Before the Reserve After the Bonus s New change Rights Others Subtotal shares to issue change stocks I. Circulating Shares 1. Promoters’shares 224,470,000 224,470,000 Among which: Shares held by the State Shares held by domestic legal entity 224,470,000 224,470,000 shares held by overseas legal entity Others 2. shares raised from legal entity 3. Shares held by staff 121,500 121,500 4. Preference shares or others Sub-total 224,591,500 224,591,500 II. Non-circulating Shares 1. A shares 50,478,500 50,478,500 2. B shares 106,447,000 106,447,000 3. Overseas listed shares 4. Others Sub-total 156,925,500 156,925,500 III. Total shares 381,517,000 381,517,000 4.2 Shares held by top ten shareholders Total shareholders at the end of 2002 53,979 Particulars about shares held by top ten shareholders (as at the end of 2002) Number Changes of Type Amount of Percen- of shares Nature of Name of shareholders shares held of Shares tage pledged or shareholders in 2002 shares frozen CHINA NANSHAN domestic 0 224,470,000 58.84% NC 0 DEVELOPMENT (GROUP) INC. legal entity NEWTON ORIENTAL FUND N/A 3,630,931 0.95% C N/A B shares BTFE-VALUE PARTNERS N/A 2,306,860 0.60% C N/A B shares INTELLIGENT FD-CHINA B SHS WESTERN SECURITIES N/A 1,626,018 0.43% C N/A A shares HOLDINGS LTD HANSHENG SECURITIES N/A 999,970 0.26% C N/A A shares INVESTMENT FD CHEN CHUNPENG N/A 662,745 0.17% C N/A B shares CHEUNG KIT -567,778 527,482 0.14% C N/A B shares ZHENG YUYAO 0 511,565 0.13% C N/A B shares BTFE-BOBL/ MANULIFE GLOBAL N/A 495,834 0.13% C N/A B shares FUND-CHINA VALUE YANG TIANDING N/A 410,000 0.11% C N/A B shares -4- CND being domestic legal entity and the fourth shareholder Western Securities Holdings Ltd. and the fifth shareholder Hansheng Explanation on associated Securities Investment Fund being shareholders of A shares, the other relationship among the top ten seven shareholders among the top ten are all shareholders of B shareholders or consistent action shares. The Company is not aware of any relationship existing among the top ten shareholders.. * N/A stands for non-available, while NC for non-circulating and C for circulating. 4.3 Controlling shareholder and actual controller 4.3.1 Changes in controlling shareholder and actual controller ? Applicable √Non-applicable 4.3.2 Controlling shareholder and other actual controllers Company name: China Nanshan Development (Group) Incorporation (CND) Legal representative: Dr. Fu Yuning Date of establishment: 28 Sep. 1982 Business scope: Land development, port services and transportation, as well as related bonded warehousing, industry, commerce, property and tourism. Registered Capital: RMB500,000,000 Shareholding structure: Place of Shareholders’ Name of shareholders registration Equity China Merchants (Nanshan) Holdings Limited Hong Kong 36.518% Shenzhen Investment Holding Corporation PRC 26.103% Guangdong Petro-Trade Development Corp. PRC 23.493% China Offshore Oil Nanhai East Corp. PRC 7.831% Clifford Wong Investment Company Ltd. Hong Kong 3.915% China Ocean Oilfields Service (HK) Ltd. Hong Kong 1.644% Silverflow Co., Ltd. Hong Kong 0.496% No. 1 shareholder of the controlling shareholder of the Company: No. 1 shareholder of the controlling shareholder of the Company is China Merchants (Nanshan) Holdings Limited, in which China Merchants Holdings (International) Co., Ltd. (CMHI, listed on Hong Kong Exchange) holds 100% equity interests directly and indirectly. Basic information about CMHI is listed as follows. Date of registration: May 28, 1991 Legal Representative: Fu Yuning Registered capital: HKD300,000,000 Place of registration: Hong Kong Business scope: port and port-related business, infrastructure and industrial production Shareholding structure: China Merchants Holdings Co., Ltd. and its wholly-owned subsidiaries holding 53.15% equity interests of CMHI, while public shareholders holding 46.85% equity interests -5- 5. Directors, Supervisory Committee Members, and Senior Executives 5.1 Changes in shares held by Directors , supervisory committee members and senior executives Shares Shares Reason held at the held at Name Position Gender Age Office term of beginning the end change of 2002 of 2002 May 10, 2002 - Wang Fen Director Female 48 34,100 34,100 - May 9, 2005 May 10, 2002 - Fan Zhaoping Director Male 49 28,600 28,600 - May 9, 2005 May 10, 2002 - Yuan Yuhui Director Male 53 0 0 - May 9, 2005 May 10, 2002 - Han Guimao Director Male 53 0 0 - May 9, 2005 May 10, 2002 - Liu Zhangjun Director Male 49 0 0 - May 9, 2005 May 10, 2002 - Zheng Shaoping Director Male 40 0 0 - May 9, 2005 May 10, 2002 - Tian Junyan Director Male 41 0 0 - May 9, 2005 Independent May 10, 2002 - Zhang Limin Male 48 0 0 - Director May 9, 2005 Independent May 10, 2002 - Liu Ruiqi Male 46 0 0 - Director May 9, 2005 Chairman of May 10, 2002 - Huang Chuanqi Supervisory Male 38 0 0 - May 9, 2005 Committee Vice Chairman May 10, 2002 - Yu Limin of Supervisory Male 40 0 0 - May 9, 2005 Committee May 10, 2002 - Mary-Jean Wong Supervisor Female 45 0 0 - May 9, 2005 May 10, 2002 - Nie Qi Supervisor Male 41 0 6,200 Buy May 9, 2005 May 10, 2002 - Zhang Ning Supervisor Male 43 0 0 - May 9, 2005 Deputy General May 10, 2002 - Chen Yonglian Female 60 28,000 28,000 - Manager May 9, 2005 Deputy General May 10, 2002 - Lu Baodi Male 57 30,800 30,800 - Manager May 9, 2005 Chief Financial May 10, 2002 - Zhang Jianguo Male 39 0 0 - Officer May 9, 2005 Company May 10, 2002 - Pei Jiangyuan Female 31 0 0 - Secretary May 9, 2005 -6- 5.2 Directors and supervisors holding positions in shareholding company (SC) √Applicable ? Non-applicable Office Receiving Name Name of SC Positions in SC term payment from SC Wang Fen CND President Yes Fan Zhaoping CND Senior Vice President Yes Yuan Yuhui CND Senior Vice President Yes Han Guimao CND Senior Vice President Yes General Manager of a Tian Junyan CND Yes subsidiary company Huang Chuanqi CND Director No Mary-Jean Wong CND Director No 5.3 Annual salaries of Directors , supervisory committee members and senior executive Total annual salaries RMB1,850,00 Total annual salaries of the two Directors who RMB680,000 receive salaries from the Company Total annual salaries of the top three senior RMB950,000 executives Allowance of Independent Directors RMB60,000/year per person (pre-tax) Directors: Wang Fen, Fan Zhaoping, Han Name of Directors and Supervisors who received Guimao, Yuan Yuhui, Tian Junyan no payment or allowance from the Company Supervisors: Huang Chuanqi, Mary-Jean Wong, Yu Liming Annual salaries Number of persons RMB100,000 –RMB200,000 3 RMB210,000 –RMB400,000 5 -7- 6. Report of Board of Directors 6.1 Discussion and analysis on the performance of 2002 The company is engaged mainly in the handling, warehousing and transportation of containers as well as bulk and general cargoes at the terminals of Chiwan Port in Shenzhen, and also in other related services. The Port of Chiwan is one of the important ports in Shenzhen where foreign trade cargo is handled. The company achieved a throughput of 19,940,000 tons in 2002, 44.7% up compared with 2001, or 22.7% of the total volume in Shenzhen during the year, 2.3% up compared with 2001. Container throughput at the Port of Chiwan rose 71.4% up to 1,544,000 TEU in 2002, higher than the 50.4% growth rate of Shenzhen Port. Container throughput enjoyed a 20.4% share in the container handling market in Shenzhen, 2.4% up comp ared with 2001. Throughput of bulk and general cargo of the company in 2002 increased by 30.1% to 7,270,000 tons, which shared almost the same one-third market as 2001 in business of bulk and general cargo in Shenzhen. Business performance of the Company for the past three years is set out as follows. Business Data 2002 2001 2000 Total throughput (’000 ton) 19,940 13,500 10,500 Throughput of bulk and general cargo (’000 ton) 7,270 5,590 5,420 Container throughput (’000 TEU) 1,544 901 642 Trucking (’000 teu•km) 4,230 3,760 3,260 Hours charged for tugboat 13,847 9,151 7,861 (1) business of container terminals In grasping the precious opportunity arisen from the rapid growth of container throughput of Shenzhen, the Company spent more efforts in marketing and upgrading the service, meanwhile, related handling facilities were purchased so as to optimize the resource deployment and in turn improve the operation efficiency and handling capacity. With 7 new international lines calling in 2002, container throughput of the Company increased by over 70% compared with 2001, which ranked the first among other ports of Shenzhen. In contributing significantly for Shenzhen Port’s popping up to be the sixth container port around the world, container terminal business contributed more than two-third of the Company’s profit in 2002. (2) business of bulk and general cargo terminals Through exploring in cargoes such as imported fertilizer and grains, the Company has set up its own unique brand. Throughput of imported fertilizer and grains in 2002 increased by 49.2% and 29.2% respectively compared with 2001. Throughput of the above two kinds of cargo accounted for 83% of the Company’s total throughput of bulk and general cargo, i.e. 5% up compared with 2001. Market share and influence of the Company has been upgrading among Shenzhen ports as well as ports in Southern China. With the competitive edges further sharpened, profit from the business is expected to grow. (3) business of land and marine transportation In adapting to the market change, the Company optimized resource deployment and adjusted business structure in land and marine transportation business in 2002. On the aspect of land transportation, the Company put its excellent resource on tow-trucking business and accomplished turnover from the business of RMB26.865m, 80.5% up over 2001. Tow-trucking business is now enjoying the biggest market share in Shenzhen. Operation pattern was innovated so as to ensure the container transportation service to major customers. Trucking volume of 4.23million teu•km was accomplished in 2002 with profit therein doubled. On the aspect of marine transportation, the Company withdrew from shuttle barge service plying between Hong Kong and Shenzhen, which suffered tough competition and low margin. With attention being shifted thoroughly to tugboat service, hours charged for tugboat reached 13,487 hours in 2002, 51.3% up over 2001. Safe sailing in and out of Chiwan Port was guaranteed, meanwhile, good return was achieved. -8- 6.2 Core businesses Sales to Cost to Margin Sales Cost Margin 2001 2001 to 2001 Container handling 438,324,776 159,343,731 63.65% 82.55% 40.39% 20.71% Bulk and general 193,079,793 123,562,440 36.00% 23.07% 17.73% 8.76% cargo handling 6.3 Core businesses of different areas Area Sales To 2001 Shenzhen 714,755,787 49.29% 6.4 Customers Sales of the top five customers RMB292,722,691 To gross sales 40.95% 6.5 Operation of joint-venture companies ? Applicable √Non-applicable 6.6 Reasons of changes in business structure ? Applicable √Non-applicable 6.7 Reasons of significant changes in profit margin of core business √Applicable ? Non-applicable Profit margin was increased due to the growth of container terminal business and decline of cost resulted from cargo structure optimization. 6.8 Reason of significant changes of operating results and profits √Applicable ? Non-applicable (1) Gross profit was increased due to the growth of container terminal business and decline of cost resulted from cargo structure optimization. (2) Rising of net profit resulted from increase of gross profit and sound control of administrative and finance expenses. Reason of significant changes of the whole financial status compared with 2001 √Applicable ? Non-applicable (1) Cash and cash equivalents was decreased due to the repayment of bank loans. (2) Increase of short-term investment resulted from the entrusted loans totaling RMB100m to Nanyou Group through China Merchants Bank. (3) Repayment of bank loans led to incredible decline of non-current liabilities. (4) Increase of net profit resulted in the increase of shareholders’equity. (5) Decline of financial costs resulted from the decrease of bank loans and falling of interest rates. (6) Increase of profit of subsidiary companies led to the growth of minority interests. -9- (7) Net increase of cash and cash equivalents fell down as a result of control on the balance of bank loans. 6.9 Influence of Significant Changes in Business Environment and policy √Applicable ? Non-applicable (1) container terminal business Pearl River Delta has become one of the biggest manufacturing centers around the world. With China’s entry into WTO, economic development in China, especially in southern China will be highly promoted, which will in turn bring impetus to the growth of foreign trade. Shenzhen Municipal Government issued certain favorite policies in supporting the development of logistic industry in 2002. World famous companies have set up their territorial procurement center and consolidation center in Shenzhen. Growth of procurement volume will definitely further drive the growth of foreign trade cargo manufactured in Shenzhen and in Pearl River Delta. Container terminal business in Shenzhen will keep on growing rapidly with sufficient containerized cargo, while the Company’s container terminal business grows as well. (2) Bulk and general cargo terminal business With China’s entry into WTO, quota for imported fertilizer and grains rises year by year. Southern China is the important area for consumption of fertilizer and grains in China. Imported fertilizer and grains are major cargoes handled at Chiwan Port. Phase III grain silos will be put into operation in mid-2003, which will play an active role in maintaining the Company’s market share relating to grains handling. The Company’s bulk and general cargo terminal business will keep on growing in 2003. 6.10 Completion of profit forecase ? Applicable √Non-applicable 6.11 Completion of business plan ? Applicable √Non-applicable 6.12 Utilization of raised proceeds ? Applicable √Non-applicable Particulars about projects changed ? Applicable √Non-applicable 6.13 Utilization of other funds √Applicable ? Non-applicable Item Amount Progress Earning Investment in fixed assets RMB186.98million smooth N/A Total RMB186.98million - - - 10 - 6.14 Explanation on “Non-standardized Opinion” of Certified Public Accountants by the Board ? Applicable √Non-applicable 6.15 Business plan for 2003 √Applicable ? Non-applicable In 2003, the company will focus on 1. exploring its container terminal business by further investing and resource optimizing; A new multi-purpose berth of five tons will be put into operation in 2003 with its related handling facilities equipped. Computer network and customer service will be upgraded. The Company will keep up with the growth rate of Shenzhen Port, meanwhile strive for a bigger market share. 2. handling of imported fertilizer and grains; Phase III grain silos will be put into operation in mid-2003. Meanwhile, research and marketing work will be emphasized so as to fully develop the potentials, further sharpen competitive edges, and enhance the utilization of facilities. As for land transportation, the Company will enlarge its market share of tow-trucking service through centralizing its excellent resources and perfecting its operation pattern to develop its own efficient management process so as to improve its service for port enterprises and major customers. As for marine transportation, focus will be put on providing related service. Another tugboat of 4000hp will be built so as to match the need of timely and safe accommodation of increasing big container and bulk cargo vessels. Profit forecast for 2003 ? Applicable √Non-applicable 6.16 Profit distribution plan for the year of 2002 Audited by PricewaterhouseCoopers Zhong Tian Public Accountants in accordance with Chinese Accounting Standard, the Company achieved a net profit of RMB183,599,988 (“domestic audited profit”) in 2002. Retained profit of RMB13,182,800 being taken in, profit distributable to shareholders amounts to RMB196,782,788 (“domestic profit”). Audited by PricewaterhouseCoopers in accordance with International Accounting Standard, the Company achieved a net profit of RMB183,876,579 (“overseas audited profit”) in 2002. Retained profit of RMB178,146 being taken in, profit distributable to shareholders amounts to RMB184,054,725 (“overseas profit”). According to relevant rules and regulation of the State as well as the Company’s Articles of Association, following profit distribution plan was approved by the Board of Directors, which is to be submitted for approval to the 2002 Annual General Meeting. 1. RMB18,359,999, i.e.10% of the domestic audited profit for 2002 is to be drawn for Statutory Surplus Reserve; 2. 5% of the domestic audited profit for 2002 totaling RMB9,179,999 is to be drawn for Statutory Welfare Fund; 3. 25% of the domestic audited profit for 2002 totaling RMB45,899,997 is to be drawn for Discretionary Surplus Reserve; 4. After the above drawing of Statutory Surplus Reserve, Statutory Welfare Fund and Discretionary Surplus Reserve from domestic and overseas profit respectively, profit distributable to - 11 - shareholders amounts respectively to RMB123,342,793 and RMB110,614,730. The principle of taking the lower amount as the base for distribution is taken. A cash dividend of RMB0.288 per share (pre-tax) totaling RMB109,876,896 will be paid for the total 381,517,000 shares as at the end of 2002, with the balance of domestic profit of RMB13,465,897 and the balance of overseas profit of RMB737,834 being retained for the next year. 5. The Company has no plan to convert its reserves into equity for 2002. 7. Significant Events 7.1 Acquisition of assets ? Applicable √Non-applicable 7.2 Sale of assets ? Applicable √Non-applicable 7.3 Significant guarantee ? Applicable √Non-applicable 7.4 Related credits and liabilities transaction √Applicable ? Non-applicable Unit: RMB’000 To related parties From related parties Related parties Amount Balance Amount Balance Shenzhen Chiwan Supply Base Co., Ltd. -640.6 12.8 0 0 CND -111.5 111.9 10,015.8 12,244.9 Shenzhen Gangchuang Construction Co,. Ltd -3,880.6 0 0 0 Total -4,632.7 124.7 10,015.8 12,244.9 7.5 Entrusted financing ? Applicable √Non-applicable 7.6 Committeement √Applicable ? Non-applicable The Company promised to appoint two Independent Directors before June 30, 2002 in its 2001 Annual Report. Two Independent Directors were elected at the Company’s 2001 Annual General Meeting held on May 10, 2002. 7.7 Significant arbitration and lawsuits ? Applicable √Non-applicable 7.8 Performance of Independent Directors - 12 - √Applicable ? Non-applicable Two Independent Directors were elected at the 2001 Annual General Meeting held on May 10, 2002 according to the “Guiding Lines on Setting up Independent Director System in Listed Companies” issued by CSRC. During the reporting period, Independent Directors seriously performed their duties, got to know the Company’s business and operation, and thus played significant roles in the scientific decision-making of the Board. Another one Independent Director is to be elected before June 30, 2003 according to relevant rules. “Rules for Independent Directors of the Company”is to be set up. - 13 - 8. Financial Statements 8.1 Report of Auditors We have audited the accompanying consolidated balance sheet of Shenzhen Chiwan Wharf Holdings Limited (the “Company”) and its subsidiaries (the “Group”) as of 31st December 2002 and the related consolidated income and cash flow statements for the year then ended. These consolidated financial statements set out on pages 2 to 36 are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion the consolidated financial statements present fairly in all material respects the financia l position of the Group as of 31st December 2002, and of the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards. PricewaterhouseCoopers Certified Public Accountants 8.2 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 2002 2002 2001 RMB RMB Revenue 714,755,787 478,756,052 Operating costs (321,719,879) (284,771,435) Gross profit 393,035,908 193,984,617 Administrative expenses (70,752,437) (59,805,215) Other operating income 4,087,812 8,986,190 Profit from operations 326,371,283 143,165,592 Finance costs - net (24,589,184) (36,819,275) (Loss)/gain on disposal of associates (66,526) 10,280,353 Share of results of associates before tax 1,397,913 1,946,370 Profit before tax 303,113,486 118,573,040 Income tax expense (14,006,958) (7,523,736) Profit after tax 289,106,528 111,049,304 - 14 - Minority interests (105,229,949) (37,224,735) Net profit 183,876,579 73,824,569 Earnings per share 0.482 0.194 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET AS AT 31ST DECEMBER 2002 2002 2001 RMB RMB ASSETS Non-current assets Property, plant and equipment 1,261,647,873 1,157,674,898 Land use rights 617,305,856 636,917,412 Investment property 19,167,511 19,411,508 Construction-in-progress 49,823,701 11,668,948 Intangible assets (3,416,480) (2,865,130) Investments in associates 3,122,194 22,115,497 Available-for-sale investments 59,979,500 60,227,000 2,007,630,155 1,905,150,133 Current assets Inventories 19,720,491 18,531,049 Amount due from a related company 12,785 5,331,806 Loans to a related company 100,000,000 - Other receivables and prepayments 22,761,088 28,066,567 Trade receivables 125,968,632 103,509,920 Cash and cash equivalents 55,729,865 162,170,168 324,192,861 317,609,510 Total assets 2,331,823,016 2,222,759,643 SHAREHOLDERS’EQUITY Share capital 381,517,000 381,517,000 Reserves 805,568,035 732,538,927 Retained earnings 111,013,454 39,438,124 1,298,098,489 1,153,494,051 Total shareholders’equity Minority interests 456,976,246 362,847,219 LIABILITIES Non-current liabilities Borrowings 41,800,000 194,308,000 Current liabilities Trade payables 40,430,630 29,623,975 Other payables and accrued expenses 32,623,855 32,360,538 Tax liabilities 5,020,750 5,309,444 Short-term bank borrowings 434,940,000 442,406,940 Amount due to holding company 21,933,046 2,409,476 534,948,281 512,110,373 Total liabilities 576,748,281 706,418,373 Total equity and liabilities 2,331,823,016 2,222,759,643 - 15 - SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 2002 2002 2001 RMB RMB Cash flows from operating activities Cash generated from operations 329,339,906 235,739,625 Interest received 1,018,003 1,762,976 Interest paid (25,455,780) (38,355,786) Income tax paid (14,640,321) (9,223,469) Net cash from operating activities 290,261,808 189,923,346 Cash flows from investing activities Purchase of property, plant and equipment (28,707,771) (79,162,536) Payments for construction-in-progress (156,749,561) (71,169,843) Acquisition of an associate (1,875,000) - Disposal of available -for-sale investments 328,640 - Classification of an associate to a subsidiary 3,222,198 - Disposal of an associate 1,457,484 29,500,000 Disposal of investment fund - 30,000,000 Disposal of property, plant and equipment 5,056,580 2,729,934 Dividend received 1,738,400 2,207,830 Net cash used in investing activities (175,529,030) (85,894,615) Cash flows from financing activities Proceeds from short-term borrowings 733,012,421 450,564,435 Proceeds from long-term borrowings 10,000,000 68,608,000 Repayments of short-term borrowings (749,489,361) (400,952,459) Repayments of long-term borrowings (153,498,000) (152,000,000) Capital contribution from minority investors of a subsidiary - 72,702,784 Repayment of cash advance to minority investors of a subsidiary - (72,460,258) Dividends paid to minority investors of a subsidiary (21,926,000) (679,036) Dividends paid (38,914,734) (49,215,693) Net cash used in financing activities (220,815,674) (83,432,227) (Decrease)/increase in cash and cash equivalents (106,082,896) 20,596,504 Movement in cash and cash equivalents: Cash and cash equivalents at 1st January 162,170,168 141,806,806 (Decrease)/increase (106,082,896) 20,596,504 Effect of exchange rate changes (357,407) (233,142) Cash and cash equivalents at 31st December 55,729,865 162,170,168 8.2 Accounting policies and accounting estimation remained unchanged during the reporting period compared with 2001. 8.3 Since the effective control of Shenzhen Chiwan Godown Co., Ltd. has been transferred, undertakings of that company has been consolidated into the Company from January 1, 2002. - 16 -