武锅B退(200770)武锅Ｂ2003年年度报告摘要（英文版）

Stock Code: 200770 Short Form of the Stock: Wuguo-B No.: 2004-04 WUHAN BOILER COMPANY LIMITED SUMMARY OF ANNUAL REPORT 2003 §1. Important Notes 1.1 The Board of Directors of Wuhan Boiler Co., Ltd. (hereinafter referred to as the Company) and its directors 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. The summary of annual report 2003 is abstracted from the full text of annual report; the investors are suggested to read the full text of annual report to understand more details. 1.2 This report has been prepared in Chinese and English version respectively. In the event of difference in interpretation between the two versions, the Chinese report shall prevail. 1.3 PricewaterhouseCoopers Zhongtian Certified Public Accountants Ltd. audited an unqualified financial report for the Company. 1.4 Mr. Chen Bohu, Chairman of the Board of the Company, Mr. Xiang Rongwei, General Manager and concurrently CFO and Ms. Qin Shanlan, Person in Charge of Accounting Organ hereby confirm that the Financial Report enclosed in Annual Report is true and complete. 1.5 The business in Chinese Mainland managed by PricewaterhouseCoopers (China) Certified Public Accountants Ltd. has been uniformly handled by PricewaterhouseCooper Zhongtian Certified Public Accountants, thus Auditors’Report of the Company as at Dec. 31, 2003 was produced by PricewaterhouseCooper Zhongtian Certified Public Accountants Ltd.. §2. Company Profile 2.1 Basic information Short form of the stock WUGUO-B Stock code 200770 Listed stock exchange Shenzhen Stock Exchange Registered address and office address No. 586, Wuluo Road, Wuhan, Hubei Post code 430070 Internet web site of the Company http://www.wbcl.com.cn E-mail of the Company wbgchw@public.wh.hb.cn 2.2 Contact person and contact method Authorized representative in charge Secretary of the Board of Directors of securities affairs Name Liu Chengxiang Xu Youlan Contact address No. 586, Wuluo Road, Wuhan, Hubei No. 586, Wuluo Road, Wuhan, Hubei Telephone (86)27－87652719 (86)27－87652719 Fax (86)27－87655152 (86)27－87655152 E-mail wbgchw@public.wh.hb.cn xuyoulan888@21cn.com §3. Summary of Accounting Data and Financial Indexes 3.1 Major accounting data Increase/decrease 2003 2002 from the previous 2001 year（％） Income from main 1,237,739,269.58 630,500,780.63 96.31 404,267,135.91 operations Total profit 46,693,895.83 33,218,397.19 40.57 23,202,527.53 Net profit 29,851,616.19 20,140,959.02 48.21 18,010,499.03 Net profit after deducting 30,994,425.62 20,581,849.16 50.59 15,082,317.38 non-recurring gains and losses Increase/decrease At the end of At the end of At the end of from the end of 2003 2002 2001 previous year（％） Total assets 2,204,893,156.02 1,740,339,336.03 26.69 1,276,848,449.24 Shareholder’ s equity (excluding minority 545,183,405.35 523,151,336.56 4.2 503,010,377.54 interests) Net cash flow from 119,052,060.66 157,179,842.77 -24.26 73,252,557.90 operating activities 3.2 Major financial indexes Increase/decrease 2003 2002 from the previous 2001 year（％） Earnings per share 0.10 0.068 47.06 0.061 Return on equity (%) 5.48 3.93 39.44 3.581 Return on equity calculated based on net profit after deducting 5.68 4.01 41.65 3.00 non-recurring gains and losses (%) Net cash flow per share arising from operating 0.40 0.53 -24.53 0.247 activities Increase or decrease At the end of At the end of At the end of from the end of 2003 2002 2001 previous year（％） Net assets per share 1.836 1.726 6.37 1.694 Net assets per share 1.726 1.632 5.76 1.6677 after adjustment 3.3 Difference of net profit as audited by Chinese Accounting Standard (CAS) and International Accounting Standard (IAS) √Applicable □Inapplicable Unit: RMB’0000 CAS IAS Net profit 2,985.16 3,174.2 Explanation on the The reason of discrepancy is because it’ s unnecessary to pay client’ s funds difference received in advance. §4. Changes in Share Capital and Particulars about Shareholders 4.1 Statement of change in share (Unit: share) Increase / decrease in this time (+ / -) Before the After the Rationed Bonus Capitalization of change Others Subtotal change shares share public reserve I. Unlisted shares 1. Sponsor’s shares Including: State-owned shares Domestic legal person’s shares 172000000 172000000 Foreign legal person’s shares Others 2. Raised legal person’s shares 3. Inner employees’shares 4. Preference shares or others Total unlisted shares 172000000 172000000 II. Listed shares 1. RMB ordinary shares 2. Domestically listed foreign shares 125000000 125000000 3. Overseas listed foreign shares 4. Other Total listed shares 125000000 125000000 III. Total shares 297000000 297000000 4.2 Statement of shares held by the top ten shareholders Total shareholders at the end of report year 19,496 Particulars about shares held by the top ten shareholders Increase / Number of Nature of Shares held at Type of shares decrease in Proportion share shareholders Name of Shareholder the year-end (Circulating/Non the report (%) pledged or (State-owned (share) -circulating) year frozen shareholder or Foreign shareholder) WUHAN BOILER GROUP Domestic legal 0 172,000,000 57.9 Non-circulating No CO., LTD. person shareholder Foreign WANG JIA YI 2,230,000 2,230,000 0.75 Circulating Unknown shareholder Foreign GT PRC FUND 1,789,491 1,789,491 0.60 Circulating Unknown shareholder SHANGHAI (HK) WAN GUO Foreign 1,133,900 1,133,900 0.38 Circulating Unknown SECURITIES shareholder TONGCHENG INVESTMENT Foreign 1,051,562 1,051,562 0.35 Circulating Unknown CO., LTD. shareholder Foreign CHEN QIAN FEN 3100 625,800 0.21 Circulating Unknown shareholder DBS VICKERS (HONG Foreign KONG) 619,400 619,400 0.21 Circulating Unknown shareholder LTD A/C CLIENTS BEST RELIANCE Foreign -90,800 545,800 0.18 Circulating Unknown INVESTMENTS LTD shareholder Foreign WANG YAN GUANG 0 450,000 0.15 Circulating Unknown shareholder Foreign ZHU RU BO 439,481 439,481 0.15 Circulating Unknown shareholder Explanation on associated relationship Among the top ten shareholders of the Company, there exists no among the top ten shareholders or association relationship between Wuhan Boiler Group Co., Ltd. and the consistent action other shareholders of circulation share, and it doesn’t belong to the consistent actionist regulated by the Management Regulation of Information Disclosure on Change of Shareholding for Listed Companies with the other shareholders. The Company is not aware of their associated relationship among the other shareholders of circulation share, whether belongs to the consistent actionist regulated by the Management Regulation of Information Disclosure on Change of Shareholding for Listed Companies. Particulars about shares held by the top ten shareholders of circulation share Shareholder’s name (full name) Circulation share held at the Type (A-share, B-share, H-share or year-end others) WANG JIA YI 2,230,000 Circulation share (B-share) GT PRC FUND 1,789,491 Circulation share (B-share) SHANGHAI (HK) WAN GUO SECURITIES 1,133,900 Circulation share (B-share) TONGCHENG INVESTMENT CO., LTD. 1,051,562 Circulation share (B-share) CHEN QIAN FEN 625,800 Circulation share (B-share) DBS VICKERS (HONG KONG) LTD A/C Circulation share (B-share) 619,400 CLIENTS BEST RELIANCE INVESTMENTS LTD 545,800 Circulation share (B-share) WANG YAN GUANG 450,000 Circulation share (B-share) ZHU RU BO 439,481 Circulation share (B-share) CUI KAI 393,200 Circulation share (B-share) Explanation on associated relationship The Company is not aware of their associated relationship among the among the top ten shareholders of top ten shareholders of circulation share, or whether belongs to the circulation share consistent actionist regulated by the Management Regulation of Information Disclosure on Change of Shareholding for Listed Companies. 4.3 Particulars about holding shareholders and actual controllers of the Company 4.3.1 Particulars about change in holding shareholders and actual controllers of the Company □Applicable √Inapplicable 4.3.2 Introduction to especial situation for holding shareholders and other actual controllers Wuhan Boiler Group Co., Ltd. (“the Group Company”) is the holding shareholder of the Company, as well as the only shareholder holding over 10% of total shares of the Company. Ended Dec. 31, 2003, the Group Company held 172 million shares of the Company, taking 57.9% of total shares. The Group Company was founded on Aug. 8, 1995, whose legal representative is Mr. Huang Jiang; registered capital is RMB 90.596 million; registration number of enterprise legal person’ s business license: 4201001100902; registration place: No. 586 of Wuluo Road, Wuhan, Hubei; business scope: investment and operation of the state-owned assets based on the authorization for operation and management; development, design and whole set installing of boiler, pressure vessels and related mechanical and electrical products, and the import & export businesses subject to the state for approval; truck transportation; (including the business scope of the subsidiaries) (For the projects as specified by state, the Company can only do the businesses subject to the authorization). Wuhan Boiler Group Co., Ltd., the state-owned sole corporation, is wholly-owned subsidiary company of Wuhan Municipal State-owned Assets Supervisory Administration Committee, which took the capital operating and assets management as its primary task. §5. Particulars About Directors, Supervisors and Senior Executives 5.1 Particulars about changes in shares held by directors, supervisors and senior executives Changes in shares held by directors Shares held at the Shares held at the Name Sex Age Title Office term year-begin year-end Chen Bohu Male 40 Chairman of the Board Apr. 2001-Apr. 2004 0 0 Xiang Rongwei Male 50 Director Apr. 2001-Apr. 2004 0 0 Li Jun Male 45 Director Apr. 2001-Apr. 2004 0 0 Chen Helin Male 54 Director Apr. 2001-Apr. 2004 0 0 Liu Chengxiang Male 55 Director Apr. 2001-Apr. 2004 0 0 Jin Taozhi Female 54 Director Apr. 2001-Apr. 2004 0 0 Wang Zongjun Male 40 Independent Director Apr. 2001-Apr. 2004 0 0 Zhou Maorong Male 58 Independent Director Apr. 2001-Apr. 2004 0 0 Li Donghui Male 36 Independent Director Apr. 2001-Apr. 2004 0 0 Changes in shares held by supervisors Shares held at the Shares held at the Name Sex Age Title Office term year-begin year-end Convener of Supervisory Apr. 2001-Apr. 2004 Zhang Haiqing Male 54 0 0 Committee Zeng Xianping Male 54 Supervisor Apr. 2001-Apr. 2004 0 0 Wang Haisu Male 49 Supervisor Apr. 2001-Apr. 2004 0 0 Changes in shares held by senior executives Shares held at the Shares held at the Name Sex Age Title Office term year-begin year-end Xiang Rongwei Male 50 General Manager Apr. 2001-Apr. 2004 0 0 Bai Xixin Male 40 Deputy General Manager Apr. 2001-Apr. 2004 0 0 Hua Lixin Male 39 Deputy General Manager Apr. 2001-Apr. 2004 0 0 Jin Zhicheng Male 44 Deputy General Manager Apr. 2001-Apr. 2004 0 0 Pei Hanhua Male 44 Deputy General Manager Apr. 2001-Apr. 2004 0 0 Liu Chengxiang Male 55 Secretary of the Board Apr. 2001-Apr. 2004 0 0 5.2 Particulars about the position held by directors and supervisors in Shareholding Company √Applicable □Inapplicable Drawing the payment Name of Shareholding Title in Shareholding Name Office term or allowance from the Company Company Company (Yes / No) Zeng Xianping Wuhan Boiler Group Co., Ltd. Deputy Chief Accountant Since 2002 to now No 5.3 Particulars about the annual remuneration of directors, supervisors and senior executives Total annual payment RMB 457,000 Total annual payment of the top three directors RMB 152,000 drawing the highest payment Total annual payment of the top three senior RMB 132,000 executives drawing the highest payment Allowance of independent director Three independent directors of the Company received no payment from the Company. Other treatment of Independent Directors The Company reimbursed the reasonable charges occurred which independent directors attended the meeting and executed the functions and powers according to the Articles of Association of the Company based on the actual situation. Name of directors and supervisors received no Independent Director: Wang Zongjun, Zhou Maorong and Li Donghui payment or allowance from the Company Independent Supervisor: Wang Haisu, Supervisor: Zeng Xianping Scope of remuneration Number of persons RMB 50,000 ～ RMB 60,000 2 RMB 40,000 ～ RMB 50,000 2 RMB 25,000 ～ RMB 40,000 7 §6. Report of the Board of Directors 6.1 Discussion and analysis to the whole operation in the report period 2003 was the year that the Company has made favorable achievements in production, sales, profit and development since the Company got listed in 1998. Along with the increase of growth speed of the domestic power, the Company actively grasped the opportunity and occupied market and won biggish market share. According to the guidance idea of Exploiting Internal Potential and Expending Externally, the Company carefully organized all production tasks and improved labor productivity gradually, thus the yield of boiler products reached highest record. At the same time, the Company retained positive and steady work style, strengthened uniform management of capital, which made the operation of the Company in a good order, put across the operation objects of the whole year and maintained the persistent and steady development of the Company. In 2003, the Company gained Certificate of Appointed Demonstration Unit of Credit System of China Foreign Trade Enterprises in 2003 that was issued collectively by Ministry of Commerce of the PRC, China Shippers' Association and Credit System Experts Syndic Committee of China Association of Foreign Economics and Trade Enterprises; gained certificate of Attestation of Professional Healthy Management System and Attestation of Environment System that were issued by the Safety Scientific Technology Research Center of State Administration of Work Safety; And also gained certificate of Hubei Fine Enterprises with Foreign investments issued by Hubei People’ s Government. In the report period, the Company realized income from main operations, profit from main operations and net profit amounting to RMB 1237.74 million, RMB 182.63 million and RMB 29.85 million respectively and the net cash flow from operating activities was RMB 119.05 million. 6.2 Statement of main operations classified according to industries or products Classified Income from main Cost of main Gross Increase/decrease Increase/decreas Increase/decrease according to operations (RMB) operations (RMB) profit in income from e in cost of main in gross profit ratio industries or ratio (%) main operations operations over over the last year products over the last year the last year (%) (%) (%) Boiler 1,237,739,269.58 1,052,783,924.20 14.94 96.31 113.60 -31.54 Including: related 470,085.47 385,469.70 18 -96.30 -95.28 -49.56 transactions Pricing rules for The transactions between the Company and its related parties are all transacted according to the fair market prices. related transactions Necessity and The purchase and sales of goods between the Company and its related parties were necessary for the normal production durative of and operation and their transactions shall be still continued in 2004. related transactions 6.3 Particulars about main operations classified according to areas Areas Income from main operations Increase/decrease in income from (RMB) main operations over the last year (%) Northern area 920,169,830.22 155.5 Southern area 317,569,439.36 17.5 6.4 Particulars about the customers of purchase and sales Total amount of purchase 429,577,016.88 Proportion in the total 40.55% of the top five suppliers amount of purchase Total amount of sales of the 524,139,280.25 Proportion in the total 42.35% top five sales customers amount of sales 6.5 Operation of share-holding companies (applicable to the situation where investment equity takes over 10% of its net profit) □Applicable √Inapplicable 6.6 Explanation on reasons of material changes in main operations and its structure □Applicable √Inapplicable 6.7 Explanation on reasons of material changes in profitability capability of main operations (gross profit ratio) than that in the last year □Applicable √Inapplicable 6.8 Analysis to reasons of material changes in operating results and profit structure compared with the previous year □Applicable √Inapplicable Analysis to reasons of material changes in the whole financial position than that in the last year □Applicable √Inapplicable 6.9 Explanation on the past, current and future important effects of the material changes in production and operation environment, macro-policies and regulations on the Company’ s financial position and operating results □Applicable √Inapplicable 6.10 Completion of the profit estimation □Applicable √Inapplicable 6.11 Completion of the business plan □Applicable √Inapplicable 6.12 Application of the raised proceeds □Applicable √Inapplicable Particulars about the changed projects □Applicable √Inapplicable 6.13 Application of the proceeds not raised through shares offering (For details, please refer to 7.1 in this report) √Applicable □Inapplicable Name of projects Amount of projects Progress of projects Earnings of projects Investing and establishing Wuhan Investing RMB 5.10 This company was In the report period, Wuguo Zhixin Environmental million, in which the established on June this company realized Equipment Manufacture Co., Ltd. Company held 51% of 13, 2003. net profit amounting its equity. to RMB 0.18 million. Paying introduction expense for USD 2.05 million (con Started to be imple technology transfer verted to RMB 16.94 mented in 2004 million) Total RMB 22.04 million 6.14 Explanation of the Board of Directors on the “Qualified Opinion”made by the Certified Public Accountants □Applicable √Inapplicable 6.15 Business plan as of the next year of the Board of Directors (If it has) √Applicable □Inapplicable The general business thought of the Company in 2004 is, make meeting the requirement of the market as the core, and strengthen innovation of labor employment system and distribution system; intensify management of objective cost, technical innovation and operation; quicken the pace of structure adjustment; strengthen the culture construction of enterprises focused on executive, push the Company’ s transnormal and consistent development The main measures are: 1.Recognize the position and erect confidence. The domestic economic development trend forced us to quicken development pace. Act according to the trend is the enterprise’s strategy, due to the increase of the prosperity index of power industry, the favorable operation position guarantee the continuous increase of the Company’ s sales income; 2.Intensify the innovation of labor employment and distribution system; 3.Strengthen objective cost management, and other basic management. 4.Raise money through various financing method, satisfy the requirement for fund for the Company’ s general development; 5.Quicken the pace of strategic adjustment of structure; 6.Strengthen the culture construction of enterprises focused on executive; increase the Company’ s core competitive power. Profit estimation of the next year (If it has) □Applicable √Inapplicable 6.16 The preplan on the profit distribution and capitalization of capital public reserve of the Board of Directors Audited by Wuhan Zhonghuan Certified Public Accountants Ltd. to the financial statements of the Company according to Chinese Accounting Standards, the Company’ s net profit was RMB 29,851,616.19 in 2003. Statutory reserve amounting to RMB 3,572,712.86 and statutory welfare amounting to RMB 3,572,712.86 was appropriated respectively according to 10% and 10% of the net profit in the year respectively. The profit available for distribution in the year was RMB 68,675,471.51. The Company planned to allot cash at the rate of RMB 0.40 for every 10 shares to all shareholders based on total share capital amounting to 297,000,000 shares on Dec. 31, 2003, which totally amounted to RMB 11,880,000.00, and the balance of retained earnings was carried forward to the next year for distribution. The Company would not convert capital reserve into share capital in the year. The said profit distribution preplan has been considered and passed by the 1st Meeting of the 3rd Board of Directors of the Company. The said preplan should be implemented subject to the consideration and approval of Annual Shareholders’ General Meeting 2003. §7. Significant Events 7.1 Purchase of assets □Applicable √Inapplicable 7.2 Sales of assets □Applicable √Inapplicable 7.3 Important guarantee □Applicable √Inapplicable 7.4 Related credits and liabilities current √Applicable □Inapplicable Unit: ’0000 Supply funds to related parties Related parties supplied funds to the Related parties Company Occurred amount Balance Occurred amount Balance Wuhan Boiler Group Co., Ltd. -2,099.03 194.30 999.84 999.84 Wuhan Boiler (Group) Boyu 895.47 1,043.17 - - Complementary Mechanism of Electronic Station Co., Ltd. Wuhan Boiler (Group) Valve 2,829.48 1,920.86 -876.37 32.25 Manufacture Co., Ltd. Wuhan Boiler (Group) Boiler - 15.13 3.49 3.49 Installation Co. Wuhan Boiler (Group) 389.72 80.84 -308.89 - Yuntong Co., Ltd. Wuhan Chengxin Boiler Automatic Control Equipment - - 187.65 187.65 Co., Ltd. Wuhan Jiangxia Real Estate - - 40.72 40.72 Company Total amount 2,015.64 3,254.30 46.44 1,263.95 7.5 Entrusted assets □Applicable √Inapplicable 7.6 Implementation of commitment items □Applicable √Inapplicable 7.7 Significant lawsuit and arbitration □Applicable √Inapplicable 7.8 Particulars about the performance of obligations of Independent Directors In the report period, the Company has three independent directors in accordance with Guide Opinion on Establishing System of Independent Directors in Listed Companies. The independent directors of the Company can patiently perform duties of director, patiently examine the invested items and significant events examined by the Board of Directors, actively consult and listen to the opinions of the directors, supervisors and senior executives of the Company, express independent opinions in the meetings of the Board of the Company and played good and active role in the scientific decision of the Board of Directors of the Company. §8. Report of the Supervisory Committee The Supervisory Committee believes the Company operated according to laws and the financial situation and related transactions existed no problems in the report period. In the report period, the Company has neither raised capital nor related transactions such as purchase and sale of assets. §9. Financial Report 9.1 Auditor’ s Report International Auditors’Report To the shareholders of Wuhan Boiler Company Limited (Incorporated in the People’ s Republic of China with limited liability) We have audited the accompanying consolidated balance sheet of Wuhan Boiler Company Limited (the “Company”) and its subsidiaries (the “Group”) as at 31 December 2003 and the related consolidated statements of income, cash flows and changes in shareholders’equity for the year then ended. These consolidated financial statements set out on pages 2 to 30 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 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 accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2003 and of the consolidated results of its operations and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards. PricewaterhouseCoopers 26 March 2004 The financial report of the Company for 2003 was audited by Wuhan Zhonghuan Certified Public Accountants Co., Ltd. and PricewaterhouseCoopers Zhongtian Certified Public Accountants Co., Ltd. and was issued the standard unqualified Auditor’ s Report. 9.2 Financial statements (attached) 9.3 Change of accounting policy, accounting assessment and settlement method compared with the latest annual report 9.3.1 The accounting policy in the report period occurred the following change compared with the latest annual report: According to the regulation of listing singly distributed cash dividend in shareholders’equity of balance sheet in profit distribution proposal made by the Board of Directors or the similar organizations from the date of balance sheet to the date of approval and disclosure of financial report in Enterprise Accounting Rule-Items after the Date of Balance Sheet with the effective date of July 1, 2003, the Company made backward adjustment for the item of cash dividend distribution involved in the period of comparative accounting statement and correspondingly adjusted retained earnings at the period-beginning and amount at period-beginning of relevant items. The accumulated amount influenced by the above change of accounting policy is RMB 10,395,000.00. The change of accounting policy decreased dividend payable by the end of 2002 totally RMB 10,395,000.00, increased retained earnings at the beginning of 2003 toally RMB 10,395,000.00, among of it, increased undistributed profit-cash dividend amounting to RMB 10,395,000.00. 9.3.2 The accounting assessment in the report period occurred the following change compared with the latest annual report: According to the historical experience factor, the Company appropriated additional cost for finished products as some proportion of the actual total cost of production and reckoned into current cost of main business. The former proportion of appropriating of additional cost was 2% and now rises to 2.5%. The change of accounting assessment decreased the current total profit amounting to RMB 3,886,712.65 and net profit amounting to RMB 2,604,097.48. 9.3.3 The Company has no amendment of significant accounting mistake. 9.4 There is change on the consolidation scope of financial statement of the Company compared with the latest annual report Explanation: in the report period, the Company invested and established Wuhan Boiler Zhixin Environment Protection Equipment Manufacture Co., Ltd. (hereinafter referred to as Zhixin Company) whose registered capital is RMB 10 million and the Company holds 51% equity of it. Zhixin Company finished registering on June 13, 2003, so it is put into the consolidated statement in the report period. Chairman of the Board: Chen Bohu Wuhan Boiler Co., Ltd. Apr. 1, 2004 WUHAN BOILER COMPANY LIMITED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2003 2003 2002 Notes RMB’ 000 RMB’ 000 Sales 3 1,237,739 630,501 Cost of sales (1,057,391) (496,999) Gross profit 180,348 133,502 Other operating income, net 3,650 3,257 Selling expenses (31,758) (15,875) Administrative expenses (80,381) (68,719) Operating profit 4 71,859 52,165 Finance costs, net 6 (23,224) (18,950) Profit before tax 48,635 33,215 Income tax 7 (15,285) (10,789) Profit from ordinary activities after tax 33,350 22,426 Minority interests 22 (1,608) (511) Net profit 31,742 21,915 Basic and diluted earnings per share 8 RMB0.074 RMB0.107 WUHAN BOILER COMPANY LIMITED CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2003 2003 2002 Notes RMB’ 000 RMB’ 000 ASSETS Non-current assets Property, plant and equipment 9 177,869 171,163 Construction in progress 10 7,883 5,114 Prepaid lease 3,688 3,838 Intangible assets 11 34,679 21,682 Available-for-sale investment 12 15,937 15,937 Deferred tax assets 13 2,527 2,579 242,583 220,313 Current assets Inventories 14 218,745 76,879 Due from contract customers 15 419,774 307,363 Accounts receivable 16 489,278 285,117 Amount due from parent company 24 - 20,580 Amounts due from fellow subsidiaries 17 51,351 26,340 Other receivables, deposits and prepayments 18 287,130 79,805 Cash and bank balances 19 533,745 501,268 2,000,023 1,297,352 Total assets 2,242,606 1,517,665 SHAREHOLDERS’EQUITY Share capital 20 297,000 297,000 Reserves 21 247,850 226,503 Total shareholders’equity 544,850 523,503 Minority interests 22 14,088 7,580 LIABILITIES Non-current liabilities Borrowings 26 34,667 13,333 Current liabilities Bills payable 375,774 165,703 Accounts payable 153,760 192,739 Other payables and accrued charges 23 76,636 64,440 Due to contract customers 15 133,287 35,050 Amount due to parent company 24 10,649 - Amounts due to fellow subsidiaries 25 3,691 8,757 Deposits received from customers 521,882 111,204 Income tax payable 8,368 12,015 Borrowings 26 364,954 383,341 1,649,001 973,249 Total liabilities 1,683,668 986,582 Total equity and liabilities 2,242,606 1,517,665 WUHAN BOILER COMPANY LIMITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’EQUITY FOR THE YEAR ENDED 31 DECEMBER 2003 Reserves Statutory Statutory Share Capital Share surplus public Retained capital reserve premium reserve funds welfare funds earnings Total (Note 20) (Note 21(a)) (Note 21(a)) (Note 21(b)) (Note 21(b)) (Note 21(c)) RMB’ 000 RMB’ 000 RMB’ 000 RMB’ 000 RMB’ 000 RMB’ 000 RMB’ 000 Year ended 31 December 2002 Balance at 1 January 2002 297,000 89,890 54,741 7,833 7,833 51,716 509,013 Net profit - - - - - 21,915 21,915 Transfer from retained earnings to other reserves - - - 2,223 2,223 (4,446) - Dividends (Note 21 (d)) - - - - - (7,425) (7,425) Balance at 31 December 2002 297,000 89,890 54,741 10,056 10,056 61,760 523,503 Year ended 31 December 2003 Balance at 1 January 2003 297,000 89,890 54,741 10,056 10,056 61,760 523,503 Net profit - - - - - 31,742 31,742 Forfeited customer deposits (Note 21 (a)) - 1,800 - - - (1,800) - Transfer from retained earnings to other reserves - - - 3,573 3,572 (7,145) - Dividends (Note 21 (d)) - - - - - (10,395) (10,395) Balance at 31 December 2003 297,000 91,690 54,741 13,629 13,628 74,162 544,850 WUHAN BOILER COMPANY LIMITED CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2003 2003 2002 Notes RMB’ 000 RMB’ 000 Cash flows from operating activities Cash generated from operations 27(a) 124,246 136,594 Interest paid (27,226) (24,604) Tax paid (18,880) (184) Net cash from operating activities 78,140 111,806 Cash flows from investing activities Purchase of property, plant and equipment 27(b) (11,422) (5,126) Purchase of proprietary technology and patent (17,817) - Payments for construction in progress (19,147) (8,240) Proceeds from disposal of property, plant and equipment 855 10 Proceeds from disposal of available-for-sale investment - 17,099 Interest received 4,688 8,971 Dividends received 698 948 Net cash (used in)/ from investing activities (42,145) 13,662 Cash flows from financing activities Cash injection by a minority shareholder 27(b) 3,930 6,000 Decrease/(increase) in deposits used as collaterals 10,845 (134,861) Proceeds from borrowings 576,791 543,661 Repayments of borrowings (573,844) (359,217) Dividends paid (10,395) (7,425) Net cash from financing activities 7,327 48,158 Net increase in cash and cash equivalents 43,322 173,626 Cash and cash equivalents at beginning of year 250,678 77,052 Cash and cash equivalents at end of year 19 294,000 250,678