国药一致(000028)一致B2004年年度报告摘要(英文版)
GenesisDragon 上传于 2005-04-20 06:28
Shenzhen Accord Pharmaceutical Co., Ltd.
Summary of Annual Report 2004
§1 Important Notes
1.1 Board of Directors of Shenzhen Accord Pharmaceutical 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.
1.2 No directors stated any objection for this report.
1.3 Independent Directors, Mr. Sui Guangjun, and Mr. Zoujun didn’t attend 6th
meeting of the 4th Board to examine the annual report due to certain reasons, and they
entrusted Independent Directors, Ms. Peng Juan and Mr. Yin Jumin to attend the
meeting and vote on their behalf in written form.
1.4 Domestic Shanghai Shu Lan Pan Certified Public Accountants and overseas
Horwath Certificated Public Accountants audited the Company’ s Financial Report and
issued a standard unqualified Auditors’Report for the Company respective ly.
1.5 Chairman of the Company Mr. Chen Weigan, General Manager Mr. Shi Jinming
and Chief Financial Officer Mr. Wei Pingxiao and Person in charge of Accounting
Organ Ms. Lai Wanying hereby confirm that the Financial Report enclosed in the
Annual Report is true and complete.
§2 Company Profile
2.1 Basic information
Short form of the stock Accord Pharm., Accord Pharm.-B
Stock code 000028, 200028
Listed stock exchange Shenzhen Stock Exchange
Registered address and
No. 15, Ba Gua Si Road, Futian District, Shenzhen
office address
Post code 518029
Internet web site of the
www.szaccord.com.cn
Company
E-mail of the Company 0028@szaccord.com.cn
2.2 Contact person and method
Secretary of the Board of Directors Representative in charge of
Securities Affairs
Name Chen Changbing Jiao Qi
Contact address No. 15, Ba Gua Si Road, Futian No. 15, Ba Gua Si Road, Futian
District, Shenzhen District, Shenzhen
Telephone +(86) 755 - 25875195 +(86) 755 - 25875198
Fax +(86) 755 - 25875166 +(86) 755 - 25875166
E-mail investor@szaccord.com.cn investor@szaccord.com.cn
§3 Summary of Accounting Data and Financial Indexes
3.1 Major accounting data
Unit: RMB
2003 2002
Increase/decrease
2004 After After
Before adjustment Before adjustment over last year(%)
adjustment adjustment
Income from main
1,576,085,283.69 1,729,174,762.27 1,780,873,731.82 1,832,513,852.58 1,869,937,562.72 -8.85%
operation
Total profit 25,657,456.44 11,745,225.46 12,233,020.20 1,692,138.26 2,077,597.65 118.45%
Net profit 27,254,148.36 15,190,725.18 15,190,725.18 4,922,754.72 4,922,754.72 79.41%
Net profit after
deducting non-recurring 23,700,002.32 7,969,026.63 7,969,026.63 -4,919,633.37 -4,919,633.37 197.40%
gains and losses
Net cash flow arising
130,295,006.15 68,016,376.91 81,221,254.92 20,885,877.66 28,764,746.58 91.56%
from operating activities
Increase/decrease
At the end of 2004 At the end of 2003 At the end of 2002 from the end of
previous year(%)
Total assets 846,186,796.73 984,428,227.33 1,008,326,556.03 1,040,928,928.79 1,052,596,979.41 -14.04%
Shareholder’s equity
(excluding minority 358,197,820.37 338,235,106.36 341,584,149.93 333,335,056.95 333,335,056.95 5.90%
interests)
3.2 Major financial indexes
Unit: RMB
2003 2002 Increase/decrease
2004 After Before After Before over last year
adjustment adjustment adjustment adjustment (%)
Earnings per share 0.095 0.053 0.053 0.017 0.017 79.25
Return on equity 7.61% 4.49% 4.45% 1.48% 1.48% Up 3.12%
Return on equity calculated
based on net profit after
6.62% 2.36% 2.34% -1.48% -1.48% Up 4.26%
deducting non-recurring gains
and losses
Net cash flow per share arising 0.452 0.236 0.282 0.072 0.100 91.53
from operating activities
Increase or
At the end decrease from the
At the end of 2003 At the end of 2002
of 2004 end of previous
year(%)
Net assets per share 1.243 1.174 1.185 1.157 1.157 5.88
Net assets per share after
1.193 1.092 1.110 0.997 0.997 9.25
adjustment
Items of non-recurring gains and losses
√Applicable □Inapplicable
Unit: RMB
Items of non-recurring gains and losses Amount
All items of subsidy 4,369,765.00
Net amount of non-operating income and expenses after deducting
-815,618.96
impairment losses withdrawn
Total 3,554,146.04
3.3 Difference in net profit as audited by Chinese Accounting Standard (CAS) and
International Accounting Standard (IAS)
√Applicable □Inapplicable
Unit: RMB
CAS IAS
Net profit 27,254,148.36 19,906,494.57
(1) Registration fee of trademark 8,950.00
Explanation on the (2) Goodwill and related amortization 81,843.09
difference (3) Adjustment losses for unconfirmed investment -7,870,720.04
(4) Adjustment investment for subsidiary 432,273.16
§4 Changes in Share Capital and Particulars about Shareholders
4.1 Statement of change in share (Unit: share)
Increase / decrease
Before the change After the change
in this time (+, -)
I. Unlisted Shares
1. Sponsors’shares 150,935,400 0 150,935,400
Including: State-owned share 124,864,740 0 124,864,740
Domestic legal person’
s shares 26,070,660 0 26,070,660
Foreign legal person’
s shares 0 0 0
Others 0 0 0
2. Raised legal person’
s shares 27,442,800 0 27,442,800
3. Inner employees’shares 0 0 0
4. Preference shares or others 0 0 0
Total unlisted shares 178,378,200 0 178,378,200
II. Listed Shares
1. RMB ordinary shares 54,885,600 0 54,885,600
2.Domestically listed foreign shares 54,885,600 0 54,885,600
3. Overseas listed foreign shares 0 0 0
4. Others 0 0 0
Total listed shares 109,771,200 0 109,771,200
III. Total shares 288,149,400 0 288,149,400
4.2 Statement of shares held by the top ten shareholders
Total number of shareholders at the end of report period 34,023
Particulars about shares held by the top ten shareholders
Nature of
Increase / Shares held Number of
Propo Type of shares shareholders
decrease in at the share
Full name of Shareholders rtion (Circulating/N (State -owned
the report year-end pledged/
(%) on-circulating) shareholder/foreign
year (share) (share) frozen (share)
shareholder)
SINOPHARM M edicine State-owned
124,864,740 124,864,740 43.33 Non-circulating
Holding Co., Ltd. shareholder
Shenzhen Baoan District
Shiyan Town Economic and 0 26,070,660 9.05 Non-circulating 16,079,700 Other
Development Corporation
Shenzhen Baoan Shangwu
Economic and Development 0 13,942,800 4.84 Non-circulating 13,846,000 Other
Co., Ltd.
Shenzhen Wangzong
0 5,303,200 1.84 Non-circulating Other
Industrial Co., Ltd.
Nanjing Junyue Investment
0 5,000,000 1.74 Non-circulating Other
and Consultation Co., Ltd.
Wuxi Huaxin Investment
0 1,396,800 0.48 Non-circulating Other
Management Co., Ltd.
Shanghai Shisheng Enterprise
0 1,000,000 0.35 Non-circulating Other
Development Co., Ltd.
Shanghai Huaxia Yifu
Investment Management Co., 0 800,000 0.28 Non-circulating Other
Ltd.
HAN WANG CHEN Unknown 720,000 0.25 Circulating A-share in circulation
CHEN YONG QUAN Unknown 509,922 0.18 Circulating Foreign shareholder
Particulars about shares held by the top ten shareholders of circulation shares
Number of circulation shares held Type (A-share, B-share, H-share
Shareholders’name (full name)
at the year-end and other)
HAN WANG CHEN 720,000 A-share
CHEN YONG QUAN 509,922 B-share
FAN HUI QIONG 484,900 B -share
DENG XIU HE 434,500 A-share
CHEN ZE BING 311,800 B -share
JIANG XIAO MING 309,950 B -share
YANG YUAN ZHOU 294,500 B -share
LI DONG MEI 270,908 B -share
ZHANG YAN DONG 270,000 A-share
WAN JING DA 265,400 B -share
Explanation on associated relationship among the top Among the top ten shareholders of circulation share, the
ten shareholders of circulation share Company is unknown their relationship.
4.3 Particulars about controlling shareholders and actual controller of the Company
4.3.1 Particulars about change in controlling shareholders and actual controller of the
Company
√Applicable □Inapplicable
Name of new holding shareholder SINOPHARM M edicine Holding Co., Ltd.
Name of new actual controller China National Pharmaceutical Group Co.
Date of new holding shareholder changing:Dec. 10, 2004
Date of change
Date of new ac tual controller changing:Nov. 30, 2004
Date and newspaper of holding Dec. 11, 2004
shareholder changing Securities Times and Hong Kong Ta Kung Pao
Date and newspaper of actual controller Nov. 30, 2004
changing Securities Times and Hong Kong Ta Kung Pao
4.3.2 Introduction to the situation of controlling shareholder and other actual
controller
I. The controlling shareholder of the Company
Name of the controlling shareholder: SINOPHARM. Medicine Holding Co., Ltd.
Legal representative: Zheng Hong
Date of foundation: Jan. 8, 2003
Registered capital: RMB 1,027,953,725
Nature of economic: state-owned holding company
Business scope: the wholesale of Chinese patent medicines (including ginseng, pilose antler
and silver mushroom), chemical material, a chemical agent, antibiotics, biochemical,
biological, diagnosis drug, industry investment, entrusted management and assets
reorganization of pharmaceutical enterprises, domestic trade (barring specific permission),
logistics supply and relevant consultant services (in right of exequatur to run if refers to
permission operation).
II. Particulars about the actual controller:
Name of the actual controller: China National Pharmaceutical Group Co. Headquarter
Legal representative: Zheng Hong
Date of foundation: Mar. 1, 1988
Registered capital: RMB 857,490,000
Nature of economic: state-owned sole company
Business scope: entrusted management and assets reorganization of pharmaceutical
enterprises, consultant service of medicine industry investment project, holding exhibition and
fair of surgical appliance, the wholesale of Chinese medicine, Chinese patent medicines,
Chinese medicine herb in pieces, chemical material medicine, a chemical agent, antibiotics,
biochemical, biological.
The underling exclusively invested company and controlling subsidiary of China National
Pharmaceutical Group Co. Headquarter includes: China Medicine Industry Co.,
SINOPHARM Medicine Co., Ltd., China Medicine Foreign Trade Co., China Medical
Appliance Co., China Drugs Group, SINOPHARM Medicine Holding Co., Ltd.,
SINOPHARM Exhibition Co., Ltd., Sichuan Antibiotics Industrial Institute of China
Medicine Group Headquarter, Union Engineering Co. of China National Pharmaceutical
Group Co. and SINOPHARM Advertising Co., Ltd..
4.3.3 The property and controlling relationship between the actual controller of the
Company and the Company is as follows:
The state-owned Assets Supervision &
Administration Commission of the State Council
100%
China National Pharmaceutical Group Co.
51%
SINOPHARM Medicine Holding Co., Ltd.
43.33%
Shenzhen Accord Pharmaceutical Co., Ltd.
§5 Particulars About Directors, Supervisors, Senior Executives
5.1 Particulars about changes in shares held by directors, supervisors and senior
executives
Shares held at Shares held at
Reason of
Name Title Sex Age Office term the year-begin the year-end
change
(share) (share)
Chen Weigang Chairman of the Board Jan. 13, 2005 –
Male 46 0 0
Sep. 28, 2007
Wu Ai’ming Director Jan. 13, 2005 –
Male 35 0 0
Sep. 28, 2007
Zuo Jie Director Jan. 13, 2005 –
Male 33 0 0
Sep. 28, 2007
Shi Jinmin Director, general Jan. 13, 2005 –
Male 37 0 0
manager Sep. 28, 2007
Yin Juming Director Sep. 28, 2004 –
Female 56 0 0
Sep. 28, 2007
Zou Jun Director Sep. 28, 2004 –
Male 33 0 0
Sep. 28, 2007
Chen Shu Independent Director Sep. 28, 2004 –
Female 50 0 0
Sep. 28, 2007
Sui Guangjun Independent Director Sep. 28, 2004 –
Male 43 0 0
Sep. 28, 2007
Peng Juan Independent Director Sep. 28, 2004 –
Female 40 0 0
Sep. 28, 2007
Zhu Dixin Convener of the Jan. 13, 2005 –
Male 57 0 0
supervisory Committee Jan. 13, 2008
Shen Tianfang Supervisor Jan. 13, 2005 –
Male 55 0 0
Jan. 13, 2008
Zhao Junpeng Supervisor Jan. 13, 2005 –
Male 36 0 0
Jan. 13, 2008
Ou Jianneng Deputy General Jan. 13, 2005 –
Male 46 0 0
Manager Sep. 28, 2007
Tian Guoshu Deputy General Jan. 13, 2005 –
Male 50 0 0
Manager Sep. 28, 2007
Yan Zhigang Deputy General Jan. 13, 2005 –
Male 45 0 0
Manager Sep. 28, 2007
Lin Xinyang Deputy General Jan. 13, 2005 –
Male 40 0 0
Manager Sep. 28, 2007
Wei Pingxiao Financial chief Dec. 7, 2004 –
Male 41 0 0
supervisor Sep. 28, 2007
Chen Secretary of the Board Sep. 28, 2004 –
Male 37 0 0
Changbing of Directors Sep. 28, 2007
5.2 Particulars about directors and supervisors holding the post in Shareholding
Company
√Applicable □Inapplicable
Drawing the payment
Name of Shareholding Title in Shareholding
Name Office term from the Shareholding
Company Company
Company (Yes / No)
SINOPHARM Medicine
Chen Weigang General manager Jan. 1, 2003 till now No
Holding Co., Ltd.
SINOPHARM Medicine
Wu Aimin Financial chief supervisor Jul. 1, 2003 till now No
Holding Co., Ltd.
SINOPHARM Medicine
Zuo Jie Section chief May 1, 2003 till now No
Holding Co., Ltd.
SINOPHARM Medicine
Shi Jinming General manager Apr. 1, 2003 till now No
Holding (Guangzhou) Co., Ltd.
Shenzhen Shiyan Town
Financial
Yin Junmin Investment Management Co., Jan. 1, 1996 till now No
Chief supervisor
Ltd.
Shenzhen Wangzong Industrial
Zou Jun Executive director M ay 1, 2001 till now No
Co., Ltd.
Shenzhen Baoan Shangwu
Chairman
Zhao Junpeng Economic and Development Jan. 1, 2001 till now No
Of the Board
Co., Ltd.
5.3 Particulars about the annual payment of directors, supervisors and senior
executives
Unit: MB’0000
Total annual payment 167.65
Total annual payment of the top three
directors and supervisors drawing the 0.00
highest payment
Total annual payment of the top three
senior executives drawing the highest 82.96
payment
Allowance of independent director 6 per person/ year
The expenses that independent directors attended the Board
Other treatment of independent directors meeting and shareholders’ general meeting are reimbursed
according to the Company’s regulations.
In the report period, the chairman of the Board, Mr. Chen
Name of directors and supervisors Weigang, director, Mr, Wu Ai’min, Mr. Zuo Jie, Mr. Yin Jumin
receiving no payment or allowance from and Mr. Zou Jun, and supervisor Mr. Zhao Junpeng drew no
the Company remuneration from the Company, Mr. Shi Jinming, director and
GM, drew no remuneration from the Company.
Scope of payment Number of persons
Below RMB 200,000 1
RMB 200,000 –RMB 300,000 3
RMB 300,000 –RMB360, 000 2
§6. Report of the Board of Directors
6.1 Discussion and analysis to the whole operation in the report period
The report period was transition period of state-owned shares transfer of the
Company. Taking interests of the whole into account, with opening mind, all staff of
the Company learned and understood management concept and enterprise culture of
Sinopharm Medicine Holding Co., Ltd., changed ideas, were pragmatically and
enterprisingly devoted to exploiting market, strengthening marketing, and promoting
service, which helped production and operation of the Company attain to expecting
objective of stable and developing transition period, and obtain better operating
results.
In the aspect of pharmaceuticals wholesaling, the Company adjusted operating
mechanism of enterprise department, revised and consummated partial business flow
to embodying operating concept of “purchase leaded, kind directed”; promoted
service and achievements through changing service attitude, behavior way, working
method, and management ideas; meanwhile the emphasized on key result areas and
key performance index to develop operating and management work, which obtained
certain achievements.
In the aspect of manufacturing pharmaceuticals industry, oriented by the market,
Shenzhen Pharmaceutical Factory active ly reacted to impact brought from policy
price-declining of antibiotic pharmaceuticals, adjusted marketing strategies, put
emphasis on channel and terminal construction, adopted refined products strategy,
promoted market operating efficiency, which helped sales of lead products for the
whole year increased by a relative big margin year-on year.
In the aspect of pharmaceuticals retailing, through various measures including
developing goods planning, conducting brand management, holding theme promotion,
setting up sample store and feature store, Accord Chain Company helped the
Company operate consistently well in the aspect of pharmaceuticals retailing and
obtain achievements in making profits from losses.
6.2 Statement of main operations classified according to industries or products
Unit: RMB
Main operations classified according to industries
Classified according Income from Cost of main Gross Increase/decrease Increase/decreas Increase/decrease
to industries or main operations operations profit in income from e in cost of main in gross profit ratio
products ratio (%) main operations operations over over the last year
over the last year the last year (%) (%)
(%)
Medical industry 45,620.96 20,816.22 54.37 0.73 4.35% Down 1.58%
Medical wholesale 165,784.09 158,426.40 4.44 -10.70 -10.69% Down 0.01%
Medical retail 23,062.64 18,030.98 21.82 -15.08 -15.36% Up 0.26%
Less: Counteracting
between internal 76,859.16 76,990.49 - - - -
industries
Total 157,608.53 120,283.11 23.68 -8.85 -9.79 Up 0.79%
Including: related
3,486.53 1,751.53 49.76 864.44 433.51 Up 45.76%
transactions
Note: related transaction in the report period was amount of new controlling shareholder, Sinopharm Medicine Holding Co., Ltd. and its
subsidiaries; related transactions in 2003 was amount of Shenzhen Nanshan Pharmaceuticals Company, subsidiary of original controlling
shareholder, Shenzhen Investment Holding Corporation.
Main operations classified according to industries
Western medicine 40,476.02 18,319.74 54.74 15.32 17.59 Down 0.87%
Chinese medicine 5,319.49 2,566.10 51.76 2.06 -7.98 Up 5.27%
Including: related
3,360.82 1,744.62 48.09 829.66 402.70 Up 44.09%
transactions
Pricing principle Market price adopted
Necessity and 1.Related transactions of the Company, with making profit as objective, transacted fairly based on market price,
durative of related accorded with market economy principles.
transactions 2. Related transactions took small part of the total sales amount, which didn’t impact the Company severely.
3. To enlarge market share and decrease costs, relevant related transactions of the Company would be necessary
and durative.
Of which, in the report period, the Company sold products and provided labor
services for holding shareholders and its subsidiary, the amount of related transaction
of which was RMB 34,865,300
6.3 Particulars about main operations classified according to areas
Unit: RMB’0000
Areas Income from main operations Increase/decrease in income from main
operations over the last year (%)
Domestic sales 156,005.02 -7.06%
Oversea sales 1,603.50 -68.36%
6.4 Particulars about the customers of purchase and sales
Unit: RMB’0000
Total amount of purchase Proportion in the total
15,827.11 13.16%
of the top five suppliers amount of purchase
Total amount of sales of the Proportion in the total
17,613.60 11.18%
top five sales customers amount of sales
6.5 Operation of share-holding companies
√Applicable □Inapplicable
Unit: RMB’0000
Name of the Shenzhen Wanle Pharmaceuticals Co., Ltd.
share-holding company
Investment earnings 639.10 Proportion in net profit of 23.45%
contributed in the period the listed company
Share-holding company Business Development, research, production and operation of
scope Anti-cancer pharmaceuticals reparation, Famotichang
injection and Anti-virus injection
Net profit 2,051.26
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
Main reason for increase of net profit: ① Shenzhen Pharmaceuticals Factory
operated well and sales of the lead products increased a lot; ② commercial
enterprises actively exploited profit increasing points, which resulted in increase of
profit from other business lines year-on-year; ③ the Company decreased capital
occupation and returned bank loan, which resulted in decreased of financial expenses;
④ In 2003, after the Company transferred out equity of Shenzhen Modern Computer
Co., Ltd. and Shenzhen Jian’an Pharmaceuticals Co., Ltd., the losses of the Company
decreased year-on-year.
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
□Applicable √Inapplicable
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
Profit estimation of the next year
□Applicable √Inapplicable
6.16 The preplan on the profit distribution and capitalization of capital public reserve
of the Board of Directors
√Applicable □Inapplicable
Audited by Shanghai Shu Lun Pan Certified Public Accountants for A shares and
confirmed, the Company realized a net profit amounting to RMB 27,254,148.36 in
2004, after offsetting the losses over the previous years amounting to RMB
2,214,346.16, the profit available for distribution to shareholders was RMB
25,039,802.20 in the year. According to the provisions in the Articles of Association
of the Company, after being appropriated 10% of net profit as statutory surplus
reserve amounting to RMB 6,323,930.97 (including subsidiaries) and 5% of net profit
as statutory welfare funds amounting to RMB 3,161,965.49 (including subsidiaries),
the profit available for distribution to shareholders was RMB 15,553,905.74 in the
year. Audited by Horwath Certified Public Accountants for B shares and confirmed,
the Company’ s accumulative losses was RMB 35,375,000 in the previous years; the
Company realized a net profit amounting to RMB 19,907,000 in 2004, after
appropriating statutory surplus reserve of RMB 9,486,000, the accumulative losses of
RMB 24,954,000 still not offset. According to the lower principal, the Board of
Directors of the Company decided not to distribute profits or convert capital reserve
into share capital in 2004. The said distribution plan should be submitted to the 2004
Annual Shareholders’General Meeting for consideration.
6.17 In the report period, the Company made profits but did not propose Dividend
Distribution Preplan
√Applicable □Inapplicable
The reason why the Company made profits but Utilization and using plan of retained profit
did not propose Dividend Distribution Preplan of the Company
Be Used to tamp the operation foundation
The retained profit was too few to carry out cash
of the Company, increase accumulation and
distribution.
expand operation scope.
§7. Significant Events
7.1 Purchase of assets
√Applicable □Inapplicable
7.2 Sales of assets
√Applicable □Inapplicable
7.3 Significant guarantees
√Applicable □Inapplicable
Unit: RMB’0000
Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries)
Guarantee
Name of the Date of happening Complete
Amount of Guarantee for related
Company (date of signing Guarantee term Implementation
guarantee type party (yes or
guaranteed agreement) or not
not)
Shenzhen Joint
Modern Feb. 9, 2004 1,655.30 responsibility One year No No
Computer Co., guarantee
Ltd.
Shenzhen
Joint
Modern
Dec. 24, 2002 2,321.21 responsibility Two years Yes No
Computer Co.,
guarantee
Ltd
Total amount of guarantee in the report period 1,655.30
Total balance of guarantee at the end of the report period 1,655.30
Guarantee of the Company for t he controlling subsidiaries
Total amount of guarantee for controlling subsidiaries in the report period 0.00
Total balance of guarantee for controlling subsidiaries at the end of the report
0.00
period
Particulars about the external guarantee of the Company (Including the guarantee for the controlling subsidiaries)
Total amount of guarantee 3,976.51
The proportion of the total amount of guarantee in the net assets of the
11.10%
Company
Particulars about the guarantees out of line
Total amount of guarantee for other related parties, which the Company or
3,976.51
controlling shareholders held less than 50%
The debts guarantee amount provided for the guarantee of which the
0.00
assets-liability ratio exceeded 70%
Proportion of total amount of guarantee in net assets of the Company exceeded
No
50% (Yes of No)
Total amount of guarantee breaking regulations 3,976.51
Note: Of the above guarantees, guarantee amounting to RMB 23,212,100 was
removed on Jan. 7, 2005; guarantee amounting to RMB 16553000 was not removed
on Feb. 9, 2005, because the guaranteed didn’t settle the loan amounting to RMB
2984300. The Company was transacting removal procedures in further step.
7.4 Significant related transactions
7.4.1 Current related purchase and sale
√Applicable □Inapplicable
Unit: RMB’0000
Selling products and providing Purchasing products and accepting
service to related parties service to related parties
Related parties Transaction Proportion in the Transaction Proportion in the
amount same kind of amount same kind of
transaction amount transaction amount
Sinopharm Medicine Holding
2,333.17 1.48 20.39 0.03
Shanghai Co., Ltd.
China National Group
Corporation of Medicines
53.87 0.03 - -
Shanghai Likang
Pharmaceutical Co., Ltd.
Shanghai Guoda Pharmacy
5.13 0.00 - -
Franchise Co., Ltd.
Sinopharm Medicine Holding
142.14 0.09 - -
Tianjin Co., Ltd.
Sinopharm Medicine Holding
3.46 0.00 2,680.93 2.23
Guangzhou Co., Ltd.
Guangzhou Southern
11.48 0.01 31.54 0.03
Pharmaceutical Company
Guangdong Guoda Chain
136.26 0.09 - -
Drugstore Co., Ltd.
Shaanxi Guoda Chain Drugstore
0.25 0.00 - -
Co., Ltd.
Sinopharm Medicine Holding
165.36 0.10 - -
Hubei Xinlong Co., Ltd.
China National Group
Corporation of Medicines 7.89 0.01 - -
Guoda Pharmacy Co., Ltd.
China National Group
Corporation of Medicines S. W. 76.29 0.05 - -
Co., Ltd.
China National Group
Corporation of Medicines 3.72 0.00 - -
Hangzhou Xinya Co., Ltd.
China National Group
Corporation of Medicines
12.74 0.01 - -
Shaanxi Pharmaceutical Co.,
Ltd.
China National Medicines
296.06 0.19 - -
Shenyang Company
Shaanxi Yiyue Chinese
36.09 0.02 - -
Medicine Co., Ltd.
China National Medicines
57.77 0.04 - -%
Shanxi Company
Shenzhen Chinese and Western
144.85 0.09 213.18 0.18
Pharmaceutical Company
Shenzhen Wanle
- - 31.13 0.03
Pharmaceuticals Co., Ltd.
Shenzhen Trust Pharmaceuticals
- - 27.78 0.02
Co., Ltd.
Guangzhou New and Special
- - 38.27 0.03
Pharmaceuticals Co., Ltd.
Total 3,486.53 2.21 3,043.22 2.53
7.4.2 Current related credits and liabilities
√Applicable □Inapplicable
Unit: RMB’0000
Supply funds to related parties Related parties supplied funds to the
Related parties Company
Occurred amount Balance Occurred amount Balance
Shenzhen Pharmaceuticals
- - 2,905.86 -
Production and Supply Company
Total - - 2,905.86 -
Including: in the report period, the capital amount the listed company provided to
controlling shareholder and its subsidiaries was RMB 0.00 and the balance was RMB
0.00.
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
Particulars about the independent directors attending the Board
Name of This year times Presence in Entrusted Absence Notes
Independent of attending the person presence (Times)
Directors Board meeting (times)
Sui Guangjun 4 4 0 0
Chen Shu 4 4 0 0
Peng Juan 4 4 0 0
Particulars about the independent directors proposed different opinions about the
relevant matters of the Company
□Applicable √Inapplicable
§8.Report of the Supervisory Committee
√Applicable □Inapplicable
The Supervisory Committee had strictly supervised over the Company’ s operation and
decision- making in 2004, and expressed independent opinions concerning relevant
issues as follows:
1. In the report year, the Supervisory Committee supervised over the Company’ s
various work in terms of the procedures of holding the Shareholders’General Meeting
and the Board of Directors, resolutions, implementation of the resolutions of the
Shareholders’General Meeting by the Board of Directors, the Company’ s production
and operation and management of decision- making according to the law, regulations
and Articles of Association, and believed the Company had abided by the Company
Law and the Articles of Association in terms of management and operation and
ensured its operation according to law.
2. The Supervisory Committee supervised over the duties performed by the directors
and senior executives and believed that in daily operation and administration, they
were patient and responsible, made decisions in scientific and reasonable way and the
procedure of decision- making was normative and legal. They had neither violated the
laws, regulations, Articles of Association and resolutions of the Shareholders’General
Meeting, nor had they abused their posts and rights or done harm to the interests of
shareholders, the Company or employees.
3. The Supervisory Committee believed the Financial Report of 2004 had objectively
and truly reflected the Company’s financial status and operation achievements, and
agreed with the standard unqualified Auditors’Reports furnished by Shu Lun Pan
Certified Public Accountants Co., Ltd. and Horwath Certified Public Accountants.
4. In the report period, the Company had no significant related transactions and the
prices of other related transactions had been set based on the market principle and
been fair. No actions that would do harm to the interest of the Company had been
discovered.
§9. Financial Report
9.1 Auditor’s opinions
Auditor ’ s opinions : Standard unqualified auditor ’
s opinions
9.2 Financial statement
(Attached back)
9.3 Explanation on changes of accounting policy, accounting estimation and
settlement compared with the latest annual report
□Applicable √Inapplicable
9.4 Contents, correct amount, reason and its influence of significant accounting errors
√Applicable □Inapplicable
(1) When combining statements each year, the Company had not restored the
withdrawal of statutory surplus reserve and public welfare fund withdrawn by
subsidiaries according to their investment proportion, and this had not conformed to
relevant regulations concerning combined statements. Taking this matter as a
significant accounting error, the Company had made corrections according to
retroactive adjustment approach. This retroactive adjustment had led to a decrease
amounting to RMB 16,179,915.91 of the total retained profit, and an increase
amounting to RMB 16,179,915.91 of total surplus reserve at the beginning of 2004 as
stated in the Combined Balance Sheet of the Company, while net assets at the
year-begin had not been influenced.
(2) The Company held 35.19% share equity of the subordinate affiliated enterprise
Shenzhen Main Luck Pharmaceuticals Inc.. Ho wever, the Company had been taking
this company as a joint-venture enterprise in previous years, and combined its
Accounting Statement using the proportion method. According to the regulations of
documents such as the Business Accounting System, Business Accounting
Rules-Investment, CKZI (1995) No. 11 Notice on the Publish and Issuance of
Provisional Regulations on the Combination of Accounting Statement, and CKEZI
(96) No. 2 Return to the Instruction Request on the Combined Range of Combined
Sheet issued by the Ministry of Finance, etc., this company should be taken as an
affiliated enterprise, calculated according to equity method only, and should not be
listed in the combined range.
The Company had taken this matter as a significant accounting error and made
corrections using retroactive adjustment method. This retroactive adjustment had led
to the decrease amounting to RMB 20,549,285.13 of total assets and total liabilities at
the beginning of 2004 respectively, but the net assets at the year-begin and net profit
of 2003 had not been influenced.
(3) The net assets of the wholly-owned subsidiary of the Company Shenzhen Accord
Pharm Chain Store Co., Ltd. turned minus in 2003, and the Company had written off
the book value of the long-term equity investment for it down to zero according to
Business Accounting System. However, when compiling the Combined Sheet 2003,
the Company had not written off the book value of the long-term investment for it
down to zero, leaving out the equity investment balance amounting to RMB
3,349,043.57 uncancelled.
The Company had taken this matter as a significant accounting error and made
corrections according retroactive adjustment method. This retroactive adjustment had
led to a decrease amounting to RMB 3,349,043.57 of the long-term equity investment,
and an increase of RMB 3,349,043.57 of the uncertain investment loss at the
beginning of 2004.
9.5 Explanation on change of consolidated scope compared with the latest annual
report
√Applicable □Inapplicable
1. In the annual report of last year, the Company consolidated Jan.- May statements of
original wholly subsidiary Shenzhen Jian’an Pharmaceuticals Co., Ltd.. After share
equity was transferred in May, 2003, shares held by the Company decreased to 21%,
and the Company had no actual control rights. Investment income of it would be
accounted by equity method.
2. In the annual report of last year, according to actual control principle, the Company
consolidated statements of Shenzhen Chinese and Western Pharmaceuticals Co., Ltd.,
controlling subsidiary. From November of the report period, the Company had no
actual control, so investment income of it would be accounted by equity method.
3. In the report period, subsidiaries of the Company, Shenzhen Pharmaceuticals Co.
Ltd. and Shenzhen Pharmaceuticals Factory jointly invested and set up Shenzhen
Accord Medicine Co., Ltd., respectively held 75% and 25% equity of it. From
November, the Company consolidated the statements of this company.
Board of Directors of
Shenzhen Accord Pharmaceutical Co., Ltd.
Apr. 20, 2005
Financial Report
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2004
(Expressed in Renminbi thousands)
2004 2003
(Restated)
Notes RMB’
000 RMB’ 000
Turnover 4 1,576,085 1,729,175
Cost of sales (1,205,295) (1,335,906)
Gross profit 370,790 393,269
Other operating revenue 5 29,275 25,229
Selling and distribution costs (294,613) (311,057)
Administrative expenses (76,668) (75,275)
Other operating expenses (1,817) (3,118)
Profit from operations 6 26,967 29,048
Finance costs 7 (7,192) (11,868)
Share of results of associates 6,991 5,131
Loss on disposal of an associate - (3,560)
Gain on disposal of a subsidiary - 980
Profit before taxation 26,766 19,731
Taxation 8 (7,529) (5,472)
Profit before minority interests 19,237 14,259
Minority interests 670 86
Profit for the year 19,907 14,345
Earnings per share 9 RMB0.069 RMB0.050
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2004
(Expressed in Renminbi thousands)
2004 2003
(Restated)
Notes RMB’
000 RMB’ 000
Non-current assets
Property, plant and equipment 10 143,544 166,459
Construction in progress 11 40,963 31,595
Interest in a subsidiary not consolidated 12 - 68
Interests in associates 13 24,069 21,291
Goodwill 14 23,476 29,544
Other investments 284 337
232,336 249,294
Current assets
Inventories 15 162,484 210,728
Accounts receivable and other receivables 338,410 333,952
Amounts due from related companies 23(c) 8,529 29,341
Prepayments 11,521 5,350
Other investments - 4
Cash and bank balances 80,867 145,675
601,811 725,050
Current liabilities
Bank loans - due within one year 16 12,500 190,000
Accounts payable, other payables and accruals 444,053 429,362
Receipts in advance 19,413 15,102
Amounts due to related companies 7,184 5,040
Tax payable 2,385 2,859
485,535 642,363
Net current assets 116,276 82,687
Total assets less current liabilities
carried forward 348,612 331,981
Non-current liabilities
Long-term bank borrowings – due after one year 16 - (2,000)
Minority interests - (1,276)
348,612 328,705
Representing:
Share capital 17 288,149 288,149
Reserves 60,463 40,556
Shareholders’funds 348,612 328,705
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2004
(Expressed in Renminbi thousands)
Reserves
Share Capital Statutory Accumulated Total
capital reserve reserve loss Reserve Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 17) (Note 18)
Balance at 31 December 2002
- As previously reported 288,149 17,489 40,861 (33,541) 24,809 312,958
- Prior year adjustment
(Note 19(i)) - 10,544 (10,544) -
- As restated 288,149 17,489 51,405 (44,085) 24,809 312,958
Net profit for the year - - - 14,345 14,345 14,345
Addition during the year - 1,402 - - 1,402 1,402
Income appropriation - - 5,635 (5,635) -
Balance at 31 December 2003 288,149 18,891 57,040 (35,375) 40,556 328,705
Balance at 31 December 2003
- As previously reported 288,149 18,891 40,861 (19,196) 40,556 328,705
- Prior year adjustment
(Note 19(i)) - - 16,179 (16,179) -
- As restated 288,149 18,891 57,040 (35,375) 40,556 328,705
Net profit for the year - - - 19,907 19,907 19,907
Income appropriation - - 9,486 (9,486) -
Balance at 31 December 2004 288,149 18,891 66,526 (24,954) 60,463 348,612
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2004
(Expressed in Renminbi thousands)
2004 2003
(Restated)
RMB’
000 RMB’ 000
Operating activities
Profit before taxation 26,766 19,731
Adjustments for:
Interest income (3,928) (3,429)
Interest expenses 6,524 11,227
Depreciation 26,321 27,775
Gain on disposal of property, plant and equipment 480 (216)
Amortisation of goodwill 3,913 4,391
Goodwill written off 2,155 -
Provision for impairment on revaluation of property, plant
and equipment and construction in progress 62 1,850
Share of results of associates (6,991) (5,131)
Disposal of subsidiaries - 2,580
Loss on short term investments 5 -
Provision for impairment in value of other investments 50 -
Cash flow from operations before changes in working capital 55,357 58,778
Decrease/(increase) in inventories 37,343 (33,947)
Decrease/(increase) in accounts receivables and other
receivables and amount due from related parties 1,415 (97,703)
(Increase)/decrease in prepayments (6,171) 2,240
Increase in accounts payable, other payables and accruals
receipts in advance and amounts due to related companies 48,032 176,522
Cash generated from operating activities 135,976 105,890
Interest paid (6,524) (11,227)
Income taxes paid (7,418) (5,602)
Net cash generated from operating activities 122,034 89,061
Investing activities
Interest received 3,928 3,429
Dividend received 4,168 -
Purchase of property, plant and equipment (6,008) (36,602)
Proceeds from disposal of property, plant and
equipment 1,542 652
Payment for construction in progress (10,546) -
Proceeds on disposal of a subsidiary - (4,241)
Proceeds from disposal of associates - 9,100
Proceeds from disposal of other investments 2 -
Cash outflow on change of status of a
consolidated subsidiary to an associate 20 (3,933) -
Net cash used in investing activities (10,847) (27,662)
Financing activities
New bank loans raised 119,005 152,337
Repayment of bank loans (295,000) (168,152)
Net cash used in financing activities (175,995) (15,815)
Net (decrease)/increase in cash and cash equivalents (64,808) 45,584
Cash and cash equivalents, at beginning of year 145,675 100,091
Cash and cash equivalents, at end of year 80,867 145,675