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瓦轴B(200706)瓦轴B2004年年度报告摘要(英文版)

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Wafangdian Bearing Company Limited 2004 Annual Report Abstract (based on IAS) §1. Important Notes 1.1 The board of directors of the company and the directors guarantee there is no false record, false statement of misleading data or major omission, and take associated responsibilities to the truth, accuracy and completeness of the report. This abstract comes from the annual report, if the investors want to get the details, please read the whole annual report. 1.2 Director Wang Zhongmin was absent from the meeting and authorized director Su Shaoli to attend the meeting, independent director Wu Chunyou 、Li Yanxi was absent from the meeting and together authorized independent director Zhang Li to attend the meeting. 1.3 In 2004, Shenzhen Pan-China Schinda Certified Public Accountants issued a standard and unreserved audit report for the company. 1.4 Chairman Mr. Wang Lushun, general manager Mr. Shao Yang and finance controller Mr. Zhang Xinghai guarantee the financial report in the annual report is true, complete. 1.5 The report is made in Chinese and English, The Chinese version is the standard if there is difference between Chinese version and English version. 1 §2 Brief Introduction to basic situation of the listed company 2.1 Brief Introduction to basic situation Abbreviated name of the stock Wazhou B Stock Code 200706 Listing location of the stock Shenzhen Stock Exchange Registered address No. 1 Beigongji Street, Wafangdian City, Liaoning Province, China Office address No. 1 Beigongji Street, Wafangdian City, Liaoning Province, China Post code 116300 International net address http/www. zwz-bearing.com E-mail address zwz214@mail.dlptt.ln.cn 2.2 Linkman and correspondence method Secretary of the board of directors Authorized Stock and Security Affairs Representative Name Zhang Xinghai Su Shaoli Correspondence No. 1 Beigongji Street, Wafangdian City, No. 1 Beigongji Street, Wafangdian City, address Liaoning Province, China Liaoning Province, China Tel. 0411-85509888-3829 0411-85509888-2308 Fax 0411-85500794 0411-85500794 E-mail zwz214@mail.dlptt.ln.cn zwz214@mail.dlptt.ln.cn §3 Abstract of accounting data and financial indicators 3.1 Main accounting data Unit: thousand Yuan Increase/decrease Year 2004 Year 2003 compared with last year Year 2002 (%) Sales income 1,564,534 1,246,487 25.52 1,090,571 Net profit 36,694 35,777 2.56 17,141 Total assets 2,206,125 2,107,194 4.69 2,042,605 Shareholders’interest (excluding minority 1,069,199 1,042,405 2.57 1,016,528 shareholders’interest) Net cash inflow from 101,364 62,051 63.35 87,135 operating activities 2 3.2 Main financial indicators Unit: Yuan Year 2004 Year 2003 Increase/decrease(%) Year 2002 Gain per share 0.11 0.11 0 0.05 Gain per share Return ratio of net assets % 3.43 3.43 0 1.69 Net cash inflow from operating 0.31 0.19 63.16 0.26 activities per share At the end At the end of Increase/decrease(%) At the end of of 2004 2003 2002 Net assets per share 3.24 3.16 2.53 3.08 3.3 Difference between CAS and IAS The analysis on the affection to the shareholders’profit which caused by the difference between China statutory financial statement and International financial statement standard: Note 2004 2003 RMB’000 RMB’000 Profit attributable to shareholders under the PRC Accounting Rules and Regulations 34,851 28,130 Adjustments: -Gain on debt restructuring (i) 1,215 969 -Waive of payable (ii) 408 2,369 -Unrealised profit from transactions with associates (iii) 220 2,314 -Government grant - 1,980 -Others - 15 1,843 7,647 Profit attributable to shareholders under IFRS 36,694 35,777 §4 Information on equity changes and shareholders 4.1 Equity changes in the report period Increase/ decrease in the report period (+,-) Before the After the PAF change Allocation Bonus Increase Others Sub-total change transfer One. Non-marketable shares 1. Sponsor’ s share 200,000,000 200,000,000 Including: State owned share 200,000,000 200,000,000 Shares held by domestic legal persons 3 Shares held by foreign legal persons Others 2. Collected lega l person shares 3. Internal employee shares 4. Preference shares and others Total non-marketable shares 200,000,000 200,000,000 Two. Marketable shares 1. RMB ordinary shares 2. Home listed foreign 130,000,000 130,000,000 shares 3. Abroad listed foreign shares 4. Others Total of marketable 130,000,000 130,000,000 shares Three. Total shares 330,000,000 330,000,000 4.2 Information on the first ten shareholders and the first ten current share holding shareholders: Total number of shareholders by the end of the report 12,300 period Information on the first ten shareholders: Nature of Nature of Increase/ Number of Impawned Name of Percentage of share (circular shareholder decrease shares up to the or frozen shareholder total equity or (domestic (+/-) end of the year shares uncirculated) or Foreign) State-owned Wafangdian Bearing 200,000,000 60.60% uncirculated 0 legal person Group Corporation share Foreign AKTIEBOLAGET 65,000,000 19.70% Circular share 0 capital SKF shareholders Foreign WNG JUNGANG 543,600 0.16% Circular share unknown capital shareholders Foreign LI JUNCHENG -5,200 303,900 0.09% Circular share unknown capital shareholders Foreign ZHONG LIANDI 228,400 0.07% Circular share unknown capital shareholders Foreign HE YANFEI 200,300 0.06% Circular share unknown capital shareholders Foreign WANG WEIHONG 200,000 0.06% Circular share unknown capital shareholders Foreign CHEN JINGKUN 194,000 0.06% Circular share unknown capital shareholders CHEN CHANMING 182,520 0.06% Circular share unknown Foreign capital 4 capital shareholders WU, KIN YEUK -12,900 180,000 0.05% HU JIANYUE The circumstance of the first ten shareholders of circular shares Name of shareholder The number of circular shares at the end of year Sort AKTIEBOLAGET SKF B 65,000,000 WNG JUNGANG B 543,600 LI JUNCHENG B 303,900 ZHONG LIANDI B 228,400 HE YANFEI B 200,300 WANG WEIHONG B 200,000 CHEN JINGKUN B 194,000 CHEN CHANMING B 182,520 WU, KIN YEUK B HU JIANYUE 180,000 LIN YONGZHONG 176,000 B The explanation to the There is no associated relationship between the first top shareholder of the Company associated relationship or and other shareholders & the first ten circular share holding shareholders; The activity in coherence associated relationships between other shareholders, The associated among the first ten relationship between the first ten current holding shareholders, and the shareholders associated relationship between the first ten circular share holding shareholders and other shareholders are not known. 4.3 Introduction to the holding shareholders and the actual controller 4.3.1 Changes of the holding shareholders and the actua l controller □applicable √Not applicable 4.3.2 Detailed introduction to holding shareholders and other actual controllers: Name: Wafangdian Bearing Group Corporation Legal representative: Wang Lushun Date of establishment: 1995 Main business and products: bearings, machinery equipment, automobile parts and relative products Registered capital: 360000000 RMB Wafangdian Bearing Group Corporation is a state-owned sole venture, the actual controller is Supervising and Managing Committee of Dalian Government for Stated Owned Assets, the office address is No.576, Zhongshan Road, Shahekou District Dalian City. And the director is Wang Chun. 4.3.3 Relationship Chart about the property right and controlling between the Company and actual controller: Supervising and Managing Committee of Dalian Government for State Owned Assets 100% shareholding Wafangdian Bearing Group Corporation 5 60.6% shareholding Wafangdian Bearing Company Limited §5 Directors, supervisors and top management 5.1 Share holding changes of directors, supervisors and top management Shares at Shares at Reasons for Name Position Sex Age Term the year the year change beginning ending Wang Lushun Chairman Male 54 2003.6-2006.6 0 0 Jiang Zhongyuan Vice-Chairman Male 52 2003.6-2006.6 0 0 Shao Yang Director, General Manager Male 38 2003.6-2006.6 0 0 Wang Zhongmin Director Male 41 2003.6-2006.6 0 0 Director Chief Accountant Zhang Xinghai Male 36 2003.6-2006.6 0 0 Secretary of BD Su Shaoli Director Male 53 2003.6-2006.6 0 0 Gunnar Gremlin Director Male 60 2003.6-2006.6 0 0 Patrick Tong Director Male 42 2003.6-2006.6 0 0 Gui Liyi Independent Director Male 61 2003.6-2006.6 0 0 Zhang Li Independent Director Female 44 2003.6-2006.6 0 0 Li Yanxi Independent Director Male 34 2003.6-2006.6 0 0 Wu Chunyou Independent Director Male 59 2003.6-2006.6 0 0 President of Supervisory Zhang Jiayi Male 56 2003.6-2006.6 0 0 Committee Cai Zhian Supervisor Male 56 2003.6-2006.6 0 0 Sun Najuan Supervisor Female 36 2003.6-2006.6 0 0 Supervisor, Staff Wei Lifang Female 49 2003.6-2006.6 0 0 representative Supervisor, Staff Li Zhixin Male 34 2003.6-2006.6 0 0 representative Gao Yongyang Vice-G.M. Male 51 2003.6-2006.6 0 0 Shan Shikai Vice-G.M. M ale 47 2003.6-2006.6 0 0 Meng Wei Vice-GM Male 37 2003.6-2006.6 0 0 5.2 Information on the directors and supervisors work in the shareholders’unit: √applicable □Not applicable Whether get remuneration, Name Shareholders’unit Duty in the unit Office term allowance from the unit (Yes or No) From December 1998 to Wang Lushun WBGC Chairman and GM No now Jiang Zhongyuan WBGC Vice-chairman From May 2000 to now No Wang Zhongmin WBGC Director From April 2000 to now No Chairman of Trade From October 1995 to Zhang Jiayi WBGC No Union now Cai Zhian WBGC Vice-GM From May 1999 to now No Vice-chief From August 1998 to Sun Najuan WBGC No accountant now SKF (China) Investment From August 2003 to Gunnar Gremlin GM No Co., Ltd. now 6 Market Majordomo of Patrick Tong AB SKF From April 2004 to now No Industrial Division 5.3 Annual remuneration of the directors, supervisors and top management Unit: RMB Total of annual remuneration 263,880 Total remuneration of the first three 114,240 directors who were highly paid Total remuneration of the first three top 126,720 management who were highly paid Allowance of the independent directors 36,000 Yuan/person Other treatment of the independent directors Nothing Directors, supervisors who were not paid by Wang Lushun, Jiang Zhongyuan, Wang Zhongmin, Zhang Jiayi, the company Cai Zhian, Sun Najuan, Gunnar Gremlin, Patrick Tong, Remuneration Range Number Over 3 RMB’0000 Yuan 4 From 2 to 3 RMB’0000 Yuan 3 From 1.5 to 2 RMB’0000 Yuan 1 §6 Work Report of board of directors 6.1 Discussion and analysis on the whole operation situation in the report period 1. Operation situation of the company in the report period Based on IAS, the company realized net profit of 36,694 thousand Yuan. 6.2 The main business of industry and product (data from CAS) Unit: RMB Yu an Increase/de Increase/d Increase/de Gross crease of ecrease of From vocation or Main business Main business crease of profit the main main product income cost gross profit ratio(%) business business ratio(%) income(%) cost(%) Domestic 1,154,662,359.05 859,759,162.37 25.54 27.98 28.37 -0.22 Railway bearings 293,294,745.11 236,849,026.96 19.25 10.29 10.18 0.08 Automobile 272,982,702.31 237,070,957.94 13.16 53.60 59.82 -3.38 bearings Metallurgy 348,880,586.87 238,954,437.34 31.51 46.92 57.30 -4.52 mineral bearings Machinery tool, electronic engine 81,129,826.08 51,658,458.37 36.33 25.42 21.50 2.06 bearings Standard bearings 158,374,498.68 95,226,281.76 39.87 1.25 -15.02 11.51 Exporting 266,472,117.85 274,901,643.91 -3.16 69.96 65.67 2.68 Including: associated 199,075,070.51 148,052,129.94 25.63 64.37 61.53 1.31 business 7 Price making principle of The principle of fairness, publicity, equity and carrying marketable associate business Explanation on the necessary and The associated businesses between the Company and the associated units are all the persistence of requirement of normal production and operation, these associated businesses are benefit for associated the natural production and operation and the continual developing of the Company. business Including: The associated business sum from the listed company selling the products or providing the services to the share holding shareholders and their subsidiaries in the report period is 643,441,916.55Yuan. 6.3 Main business of regions Unit: RMB Yuan Increase/decrease if main business income Region Main business income compared with last year(%) Exporting 266,472,117.85 69.96 Domestic sales 1,154,662,359.05 27.98 Including: 433,487,324.73 14.93 Northern Southern 244,094,099.10 24.21 Eastern China 385,330,850.08 43.05 Western 91,750,085.14 55.11 6.4 Information on purchase and sales clients Total purchase amounts 404,240 RMB’000 Proportion occupying the total 48.01% from the first five suppliers Yuan purchase amounts Total sales amounts from 209,160 RMB’000 Proportion occupying the total 13.37% the first five sales clients Yuan sale amounts 6.5 Information on the operation of participating interest company (it is applicable to the situation, which the investment gains gets 10% of the net profit) √applicable □not applicable Unit: RMB Yuan Name of participating interest Dalian SKF Wazhou Co., Ltd. company Investment gains from the Proportion occupying participating interest company in the 16,359,600.17 the net profit of the 46.94% report period listed company Business scope Produce and sell the spherical roller bearings Participating company Net profit 33,386,939.12 6.6 Explanation on the major changes of main business and its structure □applicable √not applicable 6.7 Explanation on the major changes of gaining ability of main business (gross profit ratio) compared to the last year 8 □applicable √not applicable 6.8 Reason analysis on major changes of operation results and profit structure compared to last year □applicable √not applicable Reason analysis on major changes of whole financial health compared to last year □applicable √not applicable 6.9 Explanation on the situation that the producing environment and macro-policies, ordinances have changed greatly, and have affected or being affecting or will affect the financial health and the operation results 1.The Stratagem and decision made by the country to inspire and prosper the old industry basis of northeast china brings well developing opportunity for the company. 2.The high speed economic developing of China and the resuscitating of the world economy brings important market opportunity for the company. 3.The price increasing of the steel and other raw materials increased the production cost of the company and affected the payoff capability of the company. 6.10 Information on finishing the gaining budget □applicable √not applicable 6.11 Information on finishing operation plan □applicable √not applicable 6.12 Information on the using of B-share fund □applicable √not applicable 6.13 Information on the using of non-B-share fund √applicable □not applicable Unit: RMB thousand Yuan Item name Item amounts Item process Gains from items Finished the production value of Low noise bearing 90,000RMB’ 000 Yuan, and 7280 Finished 100% improvement realized the profit of 8,100 RMB’ 000 Yuan. Total 7280 - 6.14 Explanation from board of directors to the “non-standard opinions”offered by certified public accountants. □applicable √not applicable 6.15 Operation of board of directors in the new year. (if has) 9 □applicable √not applicable Forecast of the gains situation in the new year (if has) □applicable √not applicable 6.16 Profit distribution of Board of Directors or Transfer and increasing plan of Capital reserved 10% of the net profit after taxes shall go to the statutory surplus public accumulated fund, and 5% shall go to the statutory public welfare fund; based on the total number of equity shares of 330,000,000 at the end of the period, 0.30RMB Yuan (including tax) shall be paid to every 10 shares. The remaining profit shall be carried over to the coming year. §7 Important events 7.1 Purchase assets □applicable √not applicable 7.2 sell assets √applicable □not applicable In the report period, the company transfers the assets of the Steel Ball factory and the Forging factory, the transfer doesn’t influent the continuity of business and stability of management. The details see the notice in Security Times, Hong Kong Commercial Newspaper and English Takung Pao on Jan. 30th , Apr. 1st , Apr. 30th and Jun, 30th ,2004. 7.3 major guarantee √applicable □not applicable Unit: RMB’000 Yuan The condition of external guarantee of the company (Excluding the guarantee to the share holding subsidiaries) Happening Guara Provide guarantee Guarant Carry Name of date ntee Guarantee for associated ee out or guaranteed object (agreement amoun type side or not period not reaching date) t (Yes or No) Wafangdian Common 98.12.1- Bearing Group 98.12.1 2000 No Yes guarantee 99.10.25 Corporation Wafangdian 98.11.30 Common Bearing Group 98.11.30 2480 - No Yes guarantee Corporation 99.10.25 Total guarantee amount in the report period 4480 Total guarantee balance by the end of period 4480 The guarantee condition to the share holding subsidiaries provided by the company Total guarantee amount to the share holding 0 subsidiaries in the report period. Total guarantee balance to the share holding 0 subsidiaries by the end of the period. 10 The condition of total guarantee amount of the company (including the guarantee to the share holding subsidiaries) Total guarantee amount 4480 The proportion of total guarantee amount 0.42% occupying the net assets of the company. Deregulating Guarantee condition of the company The guarantee amount provided to the holding shareholders and other associated 4480 parties who hold less than 50% of the shares. The liabilities’ guarantee amount provided directly or indirectly to the warrantees whose 0 liabilities ratio exceeds 70%. Whether the total guarantee amount exceeds No 50% of net assets.(Yes or No) Total deregulating guarantee amount 4480 7.4 Associated transaction of creditor’ s right and debt √applicable □not applicable 7.4.1 Associated selling and purchasing √applicable □ not applicable Unit: RMB’000 Yuan Sell products or provide work to associated Purchase products or accept work from the parties associated parties Associated parties Business The proportion occupying Business The proportion occupying amount the same kind of business amount the same kind of business WBGC 57,890.4 3.70% 12,475.4 1.14% WBGC(sale-sites) 156,711.1 10.02% SKF-Wazhou 105,809.6 6.76% 202,368.5 18.56% Tongda Bearing 10,693.0 0.68% 27,525.4 2.52% Wazhou Special 23,738.1 1.52% 14,430.4 1.32% Steel Company Equipment manufacturing 3,296.4 0.21% 28,045.8 2.57% company of WBGC Rongtai Engineer 1,458.7 0.13% Mid-eastern ZMC 908.5 0.06% company Steel Ball Company 15,197.4 0.97% 32,029.5 2.94% Forging Company 269,197.5 17.21% 302,686.8 27.76% Integrated Services 2,530.9 100% Company Total 643,441.9 623,551.3 7.4.2 Associated transaction of creditor’s right and debt □applicable √not applicable 7.5 Entrust institution to manage assets 11 □applicable √not applicable 7.6 Information on execution of promising items □applicable √not applicable 7.7 Important lawsuits and arbitration □applicable √not applicable 7.8 Information on independent directors fulfilling their function 7.8.1 The condition of the independent directors presenting the board meeting in the report period. Name of Entrusting The promising presenting Present by one’ Absence independent presenting Remarks times of this year self(time) (time) director (time) Gui Liyi 4 4 0 0 Zhang Li 4 4 0 0 Li Yanxi 4 3 1 0 Wu Chunyou 4 2 2 0 7.8.2 The instance that the independent directors raise different opinions to the related items of the company in the report period. □applicable √not applicable §8 Work report of board of supervisors 8.1 The board of supervisors believes that there is no problem in the statutory operation, financial health, use of B-share funds, purchase of the company, transaction of selling assets and associated transaction, there are no transaction inside, and there is no impair to the shareholders’equity or the assets of the company. 8.2 This year, Shenzhen Pan-China Schinda Certified Public Accountants issued a standard and unreserved audit report for the company. We, as the supervisors of supervisors committee, consider that this report actually, correctly and justly reflect the financial situation and operative result of the company. And the company didn’t violate accounting standard, system and relative regulations relating to information disclosure. §9 Financial statement 9.1 Audit opinions In 2004, the financial audited report was provided with standard unreserved opinions. 9.2 Balance sheet, profit statement and cash flow statement in the year (the comparing pattern with consolidation and parent company being the items). 12 Wafangdian Bearing Co., Ltd. Consolidated Balance Sheet December 31, 2004 Year 2004 Year 2003 Thousand Yuan Thousand Yuan Assets Non-current assets Property, plant and equipment 348,236 365,640 Construction in progress 77,680 45,773 Investment in associated companies 83,951 81,575 Securities investment of non –trading 2,000 2,000 Deferred tax 7,224 8,544 Total non-current asset 519,091 503,532 Current asset Inventories 696,257 633,787 A/R of commerce 763,451 755,868 Note receivable 57,047 36,869 Advance expense and other current asset 47,310 58,997 Advanced income tax 3,163 2,064 Deposit with restrict 82,032 30,212 Cash and bank balances 37,774 85,865 Total current asset 1,687,034 1,603,662 Total assets 2,206,125 2,107,194 Equity and liabilities Capital and Reserve Capital stock 330,000 330,000 Reserve 739,199 712,405 1,069,199 1,042,405 Minority shareholders’equity 3,425 3,217 Non-current liabilities Long-term bank borrowings 282,840 258,300 Other liabilities 306 333 Total non-current liability 283,146 258,633 13 Current liabilities A/P and other payables 312,248 259,381 Note payable 82,032 36,450 Expense payable and other payable 105,225 131,718 Short-credit of bank 350,850 375,390 Total current liability 850,355 802,939 Total liabilities 1,133,501 1,061,572 Total equity and liabilities 2,206,125 2,107,194 Wafangdian Bearing Co., Ltd. Consolidated Profit Statement Up to December 31, 2004 Notes Year 2004 Year 2003 Thousand Yuan Thousand Yuan 1,564,534 1,246,487 Sales income (1,264,708) (988,841) Sales cost 299,826 257,646 Sales gross profit 16,583 20,314 Other operating income (118,060) (76,137) sales expenses (122,989) (127,704) managing expenses 75,360 74,119 operating profit (44,256) (43,644) Finance costs, net 20,872 18,676 Profit should occupy the profit of associated company 51,976 49,151 Profit before tax (15,074) (13,737) Income tax 14 36,902 35,414 Profit after tax (208) 363 Minority shareholders’profit and loss 36,694 35,777 Shareholders occupy profit 9,900 Dividend RMB 0.11 Yuan RMB 0.11 Yuan Gains per share (basic) Wafangdian Bearing Co., Ltd. Consolidated Cash Flow Statement Up to December 31, 2004 Note Year 2004 Year 2003 s Thousand Yuan Thousand Yuan Profit before tax 51,976 49,151 Adjusted items Occupy the gains of associated company (20,872) (18,676) Interest received (2,269) (1,892) Interest paid 33,822 34,669 Depreciation of property, building and equipment 50,320 57,499 Draw the bad account prepare for A/R 3,817 12,470 Loss from debt restructure 14,446 5,802 Gains from debt restructure (1,215) (3,338) Draw the impairment prepare for inventory 1,731 8,168 Gains from handling property, building and (4,957) (347) equipment Cash inflow from operating activities before the 126,799 143,506 change of operation capital 15 Inventory (increase)/decrease (64,201) (77,536) Account receivable (increase)/decrease (20,141) (18,331) Account payable increase/(decrease) 102,067 58,211 Cash inflow from operating activities 144,524 105,850 Income tax paid (9,338) (8,165) Interest paid (33,822) (35,634) Net cash inflow from operating activities 101,364 62,051 Investment activities Interest 2,269 1,892 Net cash inflow from sale of property, plant and 4,957 216 equipment purchase of property, plant and equipment and (94,961) (27,568) construction on progress Increase in restricted deposits and deposits with (57,820) (13,001) maturities more than three months Net cash outflow from investing activities (145,555) (38,461) Cash flow from financing activities Dividend pay to shareholders (9,900) (9,900) Repayments of other liabilities - (2,070) Liability of bank from activities 434,680 663,940 Repay loans from bank (434,680) (663,940) Net cash outflow from financing activities (9,900) (11,970) Net(decrease)Increase cash and cash equivalents (54,091) 11,620 Cash and cash equivalents at start of year 85,865 74,245 Cash and cash equivalents at end of year 31,774 85,865 9.3 changes on accounting policy compare with last period. Explanation: 16 According to the regulation of No.5 Question and Answer of Information Disclosure Regulation for the Company which Issue the Securities Publicly----The Difference between the Financial Report based on CAS and IAS and it’s Disclosure issued by CSRC, the same management layer should not adopt different spare accountant policy to the same proceeding in the same account period except that it is limited by the special factor such as the different related accountant standard or special routine between different stock listing place. So, the board of directors of the company pas sed through the resolution to change the accountant disposing method of enterprise income taxes from taxes payable method into liabilities method of taxpaying affection accountant method. The company has adopted the method of carrying up and adjusting towards the changing of accountant policy, and adjusted the subsistence profit of period beginning and deferred taxes. The cumulated affection of the changing of accountant policy is 8,544,000.00 RMB Yuan, adjusted and added 8,544,000.00 RMB Yuan of subsistence profit of period beginning of 2003, including 7,262,400.00 RMB Yuan of undistributed profit of year beginning. 9.4 Merging scope remained unchanged compared with last year. 17