位置: 文档库 > 财务报告 > 国药一致(000028)一致B2004年年度报告摘要(英文版)

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