位置: 文档库 > 财务报告 > 东旭光电(000413)宝石B2004年年度报告摘要(英文版)

东旭光电(000413)宝石B2004年年度报告摘要(英文版)

DeltaPulse80 上传于 2005-04-18 06:09
Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. §1 Important notes 1.1 The Board of Directors and the directors of the Company hereby warrant that there are no misstatement, misleading representation or important omissions in this report and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof. Investors should read the full text of the Annuall report carefully to know the details. 1.2 No director declares inability to warrant or objection to the authenticity, accuracy and completeness of the content of the Annual report. 1.3 All directors attended the board meeting. 1.4 Pricewaterhouse Coopers Zhongtian Certified Public Accountants Co., Ltd. issued unqualified auditors' report with no explanatory notes for the Company. 1.5 The board chairman of the Company Mr. Dong Qingxiang, general manager Mr. Song Hongbo and chief accountant Mr. Zhou Yumao represent and warrant the financial report in this annual report is true and complete. §2 Basic Information 2.1 Basic information Stock abbreviation Baoshi A, Baoshi B Stock code 000413, 200413 Stock exchange for Shenzhen Stock Exchange listing No.9, Huanghe Road, Shijiazhuang High-tech Industrial Development Area, Registered address and Shijiazhuang, Hebei Province business address No.9, Huanghe Road, Shijiazhuang High-tech Industrial Development Area, Shijiazhuang, Hebei Province Zip code 050035 Website Nil E-mail baoshi@mx.hebei.net.cn 2.2 Contact person and contact manner Board secretary Securities affair representative Name Luo Lina Wang Hua No.2, Huaqing Street, Zhongshan East No.2, Huaqing Street, Zhongshan East Contact address Road, Shijiazhuang, Hebei Province(the Road, Shijiazhuang, Hebei Province(the 1 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. Securities Dept. of the Company) Securities Dept. of the Company) Tel 0311-6044705 0311-6044705 Fax 0311-6041503 0311-6041503 E-mail bsdz@heinfo.net bsdz@heinfo.net §3 Highlights of Accounting Data and Financial Indicators 3.1 Main accounting data Unit: RMB 2004 (the report 2003 (the previous Increase/decrease 2002 year) year) (%) Income from key 112,932,152.00 80,896,915.00 39.60% 53,621,716.00 business Total profit 24,487,976.00 25,976,164.00 -5.73% 35,201,642.00 Net profit 28,360,348.00 22,070,871.00 28.50% 29,198,154.00 Net profit after deducting 15,305,528.00 8,228,582.00 86.00% 31,199,627.00 non-recurring gains and losses Net cash flow from Operating activities -63,863,849.00 -171,489,155.00 62.76% -22,862,978.00 End of 2004 End of 2003 Increase/decrease (%) End of 2002 (End of report year) (End of previous year) Total assets 1,344,608,017.00 1,412,218,041.00 -4.79% 1,505,567,156.00 Shareholders' equity (not 629,714,616.00 599,526,291.00 5.04% 577,455,420.00 including minority interests) 3.2 Main financial indicators Unit: RMB 2004 (the report 2003 (the previous Increase/decrease 2002 year) year) (%) Earnings per share 0.074 0.058 16.67% 0.076 Earnings per share 0.074 - - - * Return on net 4.50% 3.68% 0.82% 5.06% assets Return on net assets calculated on basis of net 2.43% 1.37% 1.06% 5.40% profit after deducting 2 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. non-recurring gains and losses Net cash flow per share from -0.17 -0.45 62.22% -0.06 operating activities End of 2004 End of 2003 Increase/decrease End of 2002 (End of report (End of previous (%) year) year) Net assets per 1.64 1.57 4.46% 1.51 share Net assets per share after 1.62 1.54 5.19% 1.49 adjustment Note: The earnings per share calculated based on new share capital if the share capital of the Company changed in the period from the end of the report period to the date of report disclosure. Items of non-recurring gains and losses √ Applicable ? Not applicable Unit: RMB Items of non-recurring Amount gains and losses Gains on the disposition of long-term equity investment, fixed assets, 481,889.00 construction in progress, intangible assets and other long-term assets Fund possession cost 3,791,067.00 collected Non-operating expenses -200.00 Writeback of provision for impairment made in 1,499,456.00 previous years Writeback of income tax 7,282,608.00 expenses Total 13,054,820.00 3.3 Difference of domestic and foreign accounting standards √ Applicable? Not applicable Unit: RMB Domestic accounting standards Overseas(international)accounting standards Net profit 28,360,348.00 30,188,358.00 Notes to Governmental appropriation of special administration fund: RMB 1827977 3 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. difference § 4 Partic ulars about the Changes in Share Capital and Shareholders 4.1. Statement of changes in shares Before this change Increase or decrease this time After this change (+/-) Other Subtotal I. Non-negotiable shares 1. Promoter's shares 233,410,500 0 0 233,410,500 Of which: State-owned shares 230,410,500 0 0 230,410,500 Domestic corporate shares 3,000,000 0 0 3,000,000 Overseas corporate shares 0 0 0 0 Others 0 0 0 0 2. Raised corporate shares 4,500,000 0 0 4,500,000 3. Staff shares 0 0 0 0 4. Preferred shares or others 17,100 -600 -600 16,500 Total non-negotiable shares 237,927,600 -600 -600 237,927,000 II. Negotiable shares 1. RMB common shares 45,072,400 600 600 45,073,000 2. Domestically listed 100,000,000 0 0 100,000,000 foreign-capital shares 3. Overseas listed 0 0 0 0 foreign-capital shares 4. Others 0 0 0 0 Total negotiable shares 145,072,400 600 600 145,073,000 III Total shares 383,000,000 0 0 383,000,000 4.2 Particulars about the shareholding of the top ten shareholders Unit: shares Total number of shareholders 25130 shareholders of A shares and 16165 shareholders of B shares at the end of the report period Particulars about the shareholding of the top ten shareholders Name of shareholder Increase or Quantity of Proportion Type of Quantity Nature of (full name) decrease shares held at (%) share of shareholder within the the end of year (Negotiabl pledged (state-owned year e or or frozen shareholder or non-negoti shares foreign 4 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. able) shareholder) Shijiazhuang Baoshi Non-negoti State-owned Electronic Group Co., 0 230,410,500 60.16 0 able shareholder Ltd. DAIWA SECS. SMBC HONG Foreign 0 6,500,000 1.70 Negotiable Unknown KONG shareholder LTD-CLIEMS China Electronic Non-negoti Import and Export 0 2,000,000 0.52 Unknown able Corporation Zhonghua Hebei Non-negoti 0 1,000,000 0.26 Unknown Import and Export Co. able Shijiazhuang Trust Non-negoti 0 1,000,000 0.26 Unknown Investment Co. able Foreign Chen Yongquan 0 885,362 0.23 Negotiable Unknown shareholder Foreign He Kebing 0 743,437 0.19% Negotiable Unknown shareholder Foreign Jiang Fengmei 0 543,400 0.14% Negotiable Unknown shareholder Shanghai Yibaohang 0 473,500 0.12% Negotiable Unknown Trade Co., Ltd. Foreign Wang Ximing 0 466,000 0.12% Negotiable Unknown shareholder Particulars about the shareholding of the top ten shareholders Name of shareholder (full name) Number of shares held at the end of year Type(A,B,H or other) (shares) DAIWA SECS SMBC HONG KONG 6,500,000 B LTD-CLIENTS Chen Yongquan 885,362 B He Kebing 743,437 B Jiang Fengmei 543,400 B Shanghai Yibaohang Trade Co., Ltd. 473,500 A Wang Ximing 466,000 B Wu Sumei 404,200 B Zhong Peijin 379,900 B Chen Qianfen 355,401 B Li Yunchao 344,783 B 5 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. Notes to the related relationship between The relation between the top ten shareholders is unknown. the top ten shareholders or their concerted action The relation between the top ten shareholders holding negotiable shares and the top ten shareholders was unknown. 4.3 Introduction of the controlling shareholder and actual controller 4.3.1 Change of the controlling shareholder and actual controller √ Applicable? Not applicable Name of new controlling shareholder Shijiazhuang Baoshi Electronic Group Co., Ltd. China Great Wall Asset Management Co.,China Orient Asset Management Company,Shijiazhuang Name of new actual controller State-owned Assets Commission and China Huarong Asset Management Company. Date of change of new controlling shareholder: June 23, 2004. Date of change Date of change of new actual controller:June 23, 2004 Date and newspapers for publishing of new actual Announced on China Securities Daily and Hong controller Kong Commercial Daily on June 29, 2004. Date and newspapers for publishing of new Announced on China Securities Daily and Hong controlling shareholder Kong Commercial Daily on June 29, 2004. 4.3.2 Particulars about the controlling shareholder and other actual controller 1、Particulars about the controlling shareholder of the Company The controlling shareholder of the Company is Shijiazhuang Baoshi Electronic Group Co., Ltd. It holds 60.16% equity of the Company. Date of establishment: June 23, 2004. Nature: Wholly state-owned enterprise. Registered capital: RMB 1.389 billions, Legal representative: Dong Qingxiang. Business scope: Dealing in state-owned capital within authorized scope, color cathode-ray tube series products and supporting electronic components, etc. 2. Particulars about the actual controllers of the Company (1) China Great Wall Asset Management Co. China Great Wall Asset Management Co. is a solely state-owned financial enterprise with independent corporate capacity. Shijiazhuang Representative Office is the detached organ of the head office. It is mainly engaged in acquisition, management and disposition of the bad assets separated from Hebei Branch of Agricultural Bank of China within authorized scope and financial and securities business approved by finance supervision department. (2) China Orient Asset Management Company China Orient Asset Management Company is a solely state-owned financial enterprise with independent corporate capacity. Shijiazhuang Representative Office is the detached organ of the head office. It is mainly engaged in acquisition, management and disposition of the bad assets separated from Hebei Branch of Bank of China within authorized scope and financial and securities business approved by finance supervision department. (3) China Huarong Asset Management Company China Huarong Asset Management Company is a solely state-owned financial enterprise with independent corporate capacity. Shijiazhuang Representative Office is the detached organ of the head office. It is mainly engaged in acquisition, management and disposition of the bad assets separated from Hebei Branch of Industrial and Commercial Bank of China within authorized scope and financial and securities business approved by finance 6 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. supervision department. (4) Shijiazhuang State-owned Assets Administration Committee 4.3.3 The block diagram of the title and control relationship between the Company and actual controller is as follows: China Great China Orient Shijiazhuang China Huarong Wall Asset Asset State-owned Asset 48.3% 27.45% 17.74% 6.51% Shijiazhuang Baoshi Electronic Group Co., 60.16% Shijiazhuang Baoshi Electronic Glass Co., The relation between the top ten shareholders holding negotiable shares and the top ten shareholders was unknown. §5 Particulars about Directors, Supervisors and Senior Executives 5.1 Change of Shareholding of Directors, Supervisors and Senior Executives No. of shares No. of shares held at the held at the end Reason for Name Title Sex Age Term of office beginning of of year change year (shares) (shares) Dong Board Male 66 June 2003-June 2006 2,000 2,000 Qingxiang chairman Song General Male 50June 2003-June 2006 0 0 Hongbo manager Zhou Bo Director Male 39June 2003-June 2006 6,800 6,800 They bought A shares of the Ye Huifen Director Female 45June 2003-June 2006 0 1,500Company in secondary market Hu Independe Male 69June 2003-June 2006 0 0 Shouling nt director 7 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. Independe Ma Chao Male 39June 2003-June 2006 0 0 nt director Independe Zhang Hao Male 60June 2003-June 2006 0 0 nt director Xie Mengxion Supervisor Male 48June 2004-June 2006 0 0 g Fan Supervisor Male 48June 2003-June 2006 1,000 1,000 Zhenping Li Supervisor Male 50June 2003-June 2006 2,400 2,400 Huiming Zhang Supervisor Female 54June 2003-June 2006 0 0 Yanqiao Li Hong Supervisor Male 50June 2003-June 2006 800 800 Yao Supervisor Male 35June 2003-June 2006 0 0 Junting Zheng Supervisor Male 38June 2004-June 2006 0 0 Dezhan Deputy Gao Dacai Female 59June 2003-June 2006 0 0 GM Yang Deputy Male 52June 2003-June 2006 0 0 Guang GM Zhang Deputy Male 53June 2003-June 2006 0 0 Wenhai GM Zhou Financial Male 52June 2003-June 2006 0 0 Yumao controller Board Luo Lina Female 49June 2003-June 2006 0 0 secretary 5.2 Particulars about the directors and supervisors of the Company holding positions at shareholder companies √applicable □not applicable Whether receiving Name Name of shareholder Position Term of office remuneration or subsidy Dong Shijiazhuang Baoshi Board chairman 1997 - now Yes Qingxiang Electronic Group Co., Ltd. Director, Shijiazhuang Baoshi Zhou Bo General 1997 - now No Electronic Group Co., Ltd. manager director of Shijiazhuang Baoshi Ye Huifen Production and 1997 - now Yes Electronic Group Co., Ltd. Operation Dept. 8 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. Vice secretary Xie Shijiazhuang Baoshi OF Party 1997 - now Yes Mengxiong Electronic Group Co., Ltd. committee. Deputy director Shijiazhuang Baoshi Fan Zhenping of Public 1997 - now Yes Electronic Group Co., Ltd. Security Section Deputy GM of China Electronic Import Finance Yao Junting 1997 - now Yes and Export Corporation Management Dept. Zheng Zhonghua Hebei Import Manager of 2003 - now Yes Dezhan and Export Co. Audit Dept 5.3 Annual Remuneration of Directors, Supervisors and Senior Executives Unit: RMB'0000 Total amount of annual 29.19 remuneration The total amount of the remuneration of the top three directors receiving the 4.15 remuneration of the highest amount The total amount of the remuneration of the top three senior executives receiving 12.12 the remuneration of the highest amount Subsidy of independent RMB 10,000 / person /year directors Other benefits of independent Nil directors Name of directors and supervisors not receiving Dong Qingxiang, Zhou Bo, Ye Huifen, Xie Mengxiong, Fan remuneration and subsidy Zhenping,Yao Yunting and Zheng Dezhan. from the Company Range of remuneration Number of person RMB 20,000 - 30,000 1 RMB 30,000 - 40,000 6 Over RMB 40,000 2 §6 Report of the Board of Directors 6.1 Discussion and analysis of the overall operation status in the report period 9 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. The Company is engaged in the electronic parts and components industry, mainly in the manufacturing and sales of electronic vacuum glass devices and supporting electronic parts and components, export of the self-produced products of the Company and the import of mechanical equipment, parts and components, raw and auxiliary materials needed by the Company. 2004 is a year when the Company made arduous efforts. Under the influence of factors including short supply of energy, continuous rise in price of raw materials and continuous decline of product price, the Company faced highly grim production and operation situation. Facing the fact, the board of directors and management of the Company firmly established scientific development values, deepened reform, strengthened management, made scientific decisions, tackled difficult problems through joint efforts, resolutely implemented the Company's development strategy and satisfactorily fulfilled all targets and tasks of the Company. In the report period, the output of pins, anode caps and L-35 glass tubes was 122.1645 million, 31.5174 million and 4142.77 tons respectively. The sales volume of pins, anode caps and L-35 glass tubes was 119.3762 million, 36.9078 million and 4098.51 tons respectively. In the report period, income from main operation, cost of main operation and profit from main operation of the Company were RMB 112.9322 million, RMB 80.8124 million and RMB 30.9595 million respectively. The gross profit rate and market share of its products were 28.44% and 30% respectively. 6.2 Table of the status of key business in terms of line of business or product Unit: RMB'0000 The Status of key business in terms of line of business In terms of Increase/decre line of Income from Cost of key Gross profit Increase/decrease Increase/decrease ase of gross business or key business business rate (%) of income (%) of cost (%) profit rate (%) product 11,293.22 8,081.24 28.44% 39.60% 39.46% 0.07% Of which : related 3,131.85 2,241.15 28.44% -5.75% -5.51% 0.07% transaction Principle of pricing of Referring to market price and pricing by both parties through consultation. related transaction Notes to the As the products of the Company and the above related parties have upstream-and-downstream 10 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. necessity and relationship and their production is in the same place, the occurrence of the above related continuity of transactions is necessary and normal. If the product structure and production site do not change, the related above related transactions will continue to occur. transactions Of which: The total amount of product sales or rendering of services of the Company to its controlling shareholder and subsidiaries was RMB 11.7206 million in the report period. 6.3 The status of key business in terms of areas Unit: RMB'0000 Area Income from key business Increase/decrease of income (%) North China 11,293.22 39.60% 6.4 Particulars about suppliers and customers Unit: RMB'0000 Total of the amount of purchase Proportion of total 3,939.35 82.97% from the top five suppliers purchase amount Total of the amount of sales to the Proportion of total 11,293.21 91.04% top five customers sales amount 6.5 Operation of invested companies √ Applicable ? Not applicable Unit: RMB'0000 Name of invested Shijiazhuang Baoshi Colour Glass Bulb Co., Ltd. company Investment income Proportion of the net 3,712.51 130.91% contributed in this period profit of the Company Invested Business scopeProduction and sales of glass bulbs for colour kinescope and electronic glass products company Net profit 6,071.00 6.6 Reasons for the material change of key business and its structure □ applicable √ not applicable 6.7 Reasons for the material change of the profitability ( gross profit rate) of the key business compared with the previous year □ applicable √ not applicable 6.8 Analysis of the reasons for the material change of operating results and profit structure compared with the previous year □ applicable √ not applicable Analysis of the reasons for the material change of overall financial status compared with the previous year □ applicable √ not applicable 11 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. 6.9 Notes to the existing, current and future important influence of the material change of production and business environment, macro-policies, laws and regulations on the Company's financial status and operating results. √applicable□not applicable Pursuant to the approval of Hebei Science and Technology Department with JKG (2004) No.10 Document, the Company was continued to be certified as a high-tech enterprise. The tubes for glass bulb of colour kinescope of the Company were certified as high-tech products. The valid term is from January 1, 2004 to December 31, 2005. According to relevant national policy, the income tax rate of 15% will continue to apply to the Company during this period. 6.10 The fulfillment of profit target □ applicable√ not applicable 6.11 Fulfillment of operation plan □ applicable √ not applicable 6.12 Utilization of raised funds □ applicable√ not applicable Particulars about the change of investment projects □ applicable√ not applicable 6.13 Investment projects not utilizing raised funds □ applicable√ not applicable 6.14 Explanation of the board of directors to the "nonstandard opinions" □ applicable √ not applicable 6.15 Operation plan of the board of directors for the new year √applicable □not applicable The Company's main products are electronic components for traditional CRT color TV. With the rapid development of high-definition and flat panel TV, the gradual shrinkage of CRT color TV market has become the general trend. However, after technical up grading, innovation and development toward flat panel, CRT color TV can still respond to the impact of flat panel TV and extend its life cycle. Its market space in the next several years is still big. In the future, the Company will seize this strategic opportunity, speed up adjustment and development, make look-ahead plans and scientific decisions and develop in the market with fierce competition. In the new year, the 12 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. Company will continue to deepen enterprise reform, strengthen basic management and systems implementation, tap potential and cut consumption, broaden sources of income and reduce expenditure, enhance efficiency, seize opportunities, boldly make innovation, further develop international market, enhance the ability of earning foreign exchange through export and quicken the promotion of product structure adjustment and upgrading to enhance its core competitiveness and reserved force for future development. The Company will focus on doing the following work well: 1. To conduct integration and inno vation and greatly develop pin and anode cap products. The Component Factory of the Company will make use its technical advantage, strengthen product development, continue to develop marketable products, proceed with technological innovation and renovation, lower rate of defect, make all-out efforts to properly implement expansion and renovation projects, enlarge scale, enhance production capacity, reduce cost, enlarge market share with high quality, low price and excellent services, give play to scale efficiency, stabilize core customers, increase new users, actively develop international market and avoid operation risks. 2. Glass Tube Factory will continue to conduct strict management, solve quality problems, lower rate of defect, improve product quality, make product qualification rate reach a new level, enhance production efficiency to the greatest extent and make more profits for the Company. 3. SBEG will continue to persist in technical renovation and technological innovation, tap production potential to the greatest extent, make more efforts to tackle key technical problems, lower rate of defect and enhance the comprehensive non-defective rate of products of large glass screen (over 25") and improve efficiency and results under the guide of the conception of "quality first" and "win with low cost". Meanwhile, SBEG will also study product upgrading as soon as possible, make glass bulb develop toward the direction of light weight, flat panel and environmental protection through the application of new technologies, make initial-stage technological preparation for the model change of 16:9 glass bulb products and better fulfill the target of differentiation. 4. The Company will make all-out efforts to develop high-tech new products and new projects and create new channels for profit growth. 5. The Company will continue to deepen reform, further establish and improve operation, stimulation and restriction mechanism, give full play to and arouse employees' initiative, enhance 13 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. work efficiency and its comprehensive competitiveness. Forecast of profit for the new year □ applicable √ not applicable 6.16 The preplan of the board of directors for profit distribution or capitalization of capital common reserve fund The Company is neither to distribute profit for 2004 nor to capitalize capital surplus. The Company made profit in the report period but did not make dividend distribution preplan. √applicable □not applicable The reason for failure to make cash profit The use of and use plan for the Company's distribution preplan despite profit making in the undistributed profit report period As the cash flow from operating activities of the Company is negative and the Company still has uncovered losses of RMB 319,001,658, the The net profit of the Company for 2004 will be board of directors of the Company has decided used to make up the losses of the Company for neither to distribute profit nor capitalize anyprevious years according to relevant accounting regulations. capital surplus for the report year. This preplan is to be submitted to 2004 annual shareholders' general meeting for examination. §7 Important Events 7.1 Asset acquisition □ applicable √ not applicable 7.2 Disposal of assets □ applicable √ not applicable 7.3 Material guarantee □ applicable √ not applicable 7.4 Particulars of related transactions 7.4.1 Related sales and purchases √applicable□not applicable 14 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. Unit: RMB million Sales of products and rendering of services to Purchases of products and acceptance of services related parties from related parties The proportion of Related party The proportion of transaction Transaction transaction amount to total Transaction amount to total amount of amount amount of similar amount similar transactions transactions Shijiazhuang Baoshi Electronic Group 27.8813 9.35% 0.00 0.00% Co., Ltd. (controlling shareholder) Shijia zhuang Baoshi Electric Pin Glass Co., Ltd. 167.2677 56.08% 0.00 0.00% (Affiliated company ). Total 195.1490 65.43% 0.00 0.00% 7.4.2 Related creditor's rights and debts Unit: RMB million Financing to related party Financing of related party to the Company Related party Transaction Proportion of the Transaction Proportion of the amount same kind of amount same kind of transaction transaction Shijiazhuang Baoshi Electronic Group Co., 0.00 0.00 -8,676.60 39,910.97 Ltd. (controlling shareholder) Shijiazhuang Baoshi Electric Pin Glass Co., -4,332.00 5,080.00 0.00 0.00 Ltd. (Affiliated company ). Total -4,332.00 5,080.00 -8,676.60 39,910.97 Of which: The Company provided funds of RMB 0.00 million to its controlling shareholder and subsidiaries in the report period. The balance of the funds provided by the Company to them was RMB 0.00 million. 7.5 Entrusted asset management □ applicable √ not applicable 7.6 Performance of commitments √applicable □not applicable 1.The Company published the announcement of the resolutions of the 9th meeting of the third Board 15 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. of Directors on China Securities Daily and Hong Kong Commercial Daily on November 7, 2001. The Board of Directors of the Company and Baoshi Group Co. has reached agreement on the competition between the Company and Baoshi Group Co. in the same industry arising from the project of renovating and constructing L-35 glass tube production line and will properly solve this issue by the means of asset exchange or other means. At present, this matter is in active discussion. 2.The Company published the announcement of the resolutions of the 11th meeting of the third board of directors on China Securities Daily and Hong Kong Commercial Daily on December 14, 2001. As of October 31, 2001, SBEG borrowed funds of RMB 0.26 billion from SBCB to develop color bulb project. It plans to fully repay the loan in the next two years. The Company will urge both parties to implement the plan. In the report period, SBEG repaid RMB 43.32 million according to plan. At the end of the report period, the balance of the funds borrowed by SBEG from SBCB was RMB 50.80 million. 7.7 Material lawsuits and arbitration □ applicable √ not applicable 7.8 Particulars about duty performance of independent directors Attendance at board meetings by independent directors: Name of Attendance The supposed times of Attendance in Absence independent through Remarks attendance this year person (times) (times) director agent (times) Hu Shouling 6 6 0 0 Ma Chao 6 6 0 0 Zhang Hao 6 6 0 0 Objection made by independent to relevant matters of the Company. □ applicable √ not applicable §8 Report of the Supervisory Committee √applicable □ not applicable 1. The operation of the Company according to law (1)In 2004, the Company was able to operate in accordance with relevant laws and regulations of the state, the Articles of Association of the Company and the resolutions of shareholders' general meeting. Its decision making procedure was legal. The Company established corresponding internal control system while gradually perfecting its corporate administration structure. No act of the 16 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. directors and managers of the Company was found to violate the laws, regulations and the Articles of Association or harm the Company's interests when they performed their duties. (2)The 2004 financial reports of the Company truly reflected the financial status and operating results of the Company. The standard unqualified auditors' report issued by Pricewaterhouse Coopers Zhongtian Certified Public Accountants Co., Ltd. was objective and fair. (3). The Company did not raise funds in the report period. (4). The Company neither acquired nor disposed of assets in the report period. (5). The related transactions were fair and did not harm the interests of the Company. §9 Financial Report 9.1 Audit opinions Audit opinions: Standard unqualified audit opinions 9.2 Financial Statements 9.2.1 Balance Sheet Domestic statements Unit: RMB Year-end balance Year-beginning balance Item Consolidated Parent company Consolidated Parent company Current assets: Monetary capital 24,414,675.00 10,684,496.00 24,255,318.00 12,151,804.00 Short-term investment 0.00 0.00 0.00 0.00 Bills receivable 47,489,415.00 47,489,415.00 24,898,417.00 19,248,417.00 Dividends receivable 0.00 0.00 0.00 0.00 Interests receivable 0.00 0.00 0.00 0.00 Accounts receivable 36,880,513.00 36,880,513.00 30,473,874.00 30,473,874.00 Other receivables 12,571,485.00 11,499,716.00 75,650,907.00 22,231,235.00 Prepayments 1,013,185.00 1,013,185.00 3,002,454.00 2,961,735.00 Subsidy receivable 0.00 0.00 0.00 0.00 Inventory 51,132,743.00 50,878,782.00 51,717,995.00 51,374,891.00 Expenses to be 34,547.00 34,547.00 26,719.00 26,719.00 amortized Long-term creditors' 0.00 0.00 0.00 0.00 17 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. right investment to mature within one year Other current assets 58,000,000.00 0.00 58,000,000.00 0.00 Receivables form 53,495,172.00 30,517,805.00 65,333,051.00 16,659,423.00 subordinate Company Total current assets 285,031,735.00 188,998,459.00 333,358,735.00 155,128,098.00 Long-term investment Long-term equity 833,906,477.00 447,582,319.00 818,415,139.00 432,794,930.00 investment Long-term creditors' 0.00 0.00 0.00 0.00 right investment Total long-term 833,906,477.00 447,582,319.00 818,415,139.00 432,794,930.00 investment Consolidated price 0.00 0.00 0.00 0.00 difference Fixed assets Fixed assets- Original 363,371,633.00 309,775,752.00 360,590,850.00 307,991,022.00 cost Less: accumulated 187,004,295.00 176,012,873.00 167,633,189.00 158,999,242.00 depreciation Net value of fixed 176,367,338.00 133,762,879.00 192,957,661.00 148,991,780.00 assets Less: Fixed asset 3,121,971.00 987,261.00 3,326,003.00 1,191,293.00 depreciation reserve Net amount of fixed 173,245,367.00 132,775,618.00 189,631,658.00 147,800,487.00 assets Engineering materials 0.00 0.00 0.00 0.00 Construction-in-process 428,570.00 428,570.00 137,913.00 137,913.00 Fixed assets liquidation 0.00 0.00 0.00 0.00 Engineering materials 173,673,937.00 133,204,188.00 189,769,571.00 147,938,400.00 Construction-in-process Fixed assets liquidation 13,802,850.00 13,802,850.00 14,135,206.00 14,135,206.00 Long-term expenses to 7,711,826.00 7,711,826.00 5,737,403.00 5,737,403.00 be amortized Other long-term assets 0.00 0.00 0.00 0.00 Long-term receivables form subordinate 30,481,192.00 0.00 50,801,987.00 0.00 Company Total intangible assets 51,995,868.00 21,514,676.00 70,674,596.00 19,872,609.00 and other assets Deferred tax Debit item of deferred 0.00 0.00 0.00 0.00 tax Total assets 1,344,608,017.00 791,299,642.00 1,412,218,041.00 755,734,037.00 18 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. Current liabilities Short-term loan 5,403,892.00 0.00 5,403,892.00 0.00 Bills payable 15,981,341.00 15,941,341.00 24,127,609.00 24,087,609.00 Accounts payable 26,746,254.00 22,472,745.00 30,662,492.00 21,331,007.00 Accounts received in 1,701,019.00 1,701,019.00 1,309,598.00 1,309,598.00 advance Wages payable 0.00 0.00 0.00 0.00 Welfare expenses 2,027,556.00 1,881,034.00 2,793,943.00 2,583,148.00 payable Dividends payable 0.00 0.00 0.00 0.00 Tax payable 1,458,962.00 513,502.00 7,421,572.00 6,131,156.00 Other accounts to be 184,938.00 78,384.00 118,450.00 15,186.00 paid Other payables 441,246,471.00 118,457,203.00 482,342,162.00 100,550,042.00 Expenses drawn in 37,805,074.00 539,798.00 79,584,374.00 200,000.00 advance Estimated liabilities 0.00 0.00 0.00 0.00 Long-term liabilities 0.00 0.00 0.00 0.00 within one year Other current liabilities 83,000,000.00 0.00 83,000,000.00 0.00 Total current liabilities 615,555,507.00 161,585,026.00 716,764,092.00 156,207,746.00 Long-term liabilities Long-term loan 0.00 0.00 0.00 0.00 Long-term bonds 0.00 0.00 0.00 0.00 Long-term accounts 0.00 0.00 0.00 0.00 payable Special accounts 0.00 0.00 0.00 0.00 payable Other long-term 0.00 0.00 0.00 0.00 liabilities Total long-term 0.00 0.00 0.00 0.00 liabilities Deferred tax Debit item of deferred 0.00 0.00 0.00 0.00 tax Total liabilities 615,555,507.00 161,585,026.00 716,764,092.00 156,207,746.00 Minority interest 99,337,894.00 0.00 95,927,658.00 0.00 Owner's equity ( or shareholders' equity): Share capital 383,000,000.00 383,000,000.00 383,000,000.00 383,000,000.00 Less::return 0.00 0.00 0.00 0.00 investment Net amount of share 383,000,000.00 383,000,000.00 383,000,000.00 383,000,000.00 capital 19 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. Capital common 538,261,486.00 538,261,486.00 536,433,509.00 536,433,509.00 reserve Surplus common 27,454,788.00 27,454,788.00 27,454,788.00 27,454,788.00 reserve Of which: Statutory public 0.00 0.00 0.00 0.00 welfare fund Retained profit -319,001,658.00 -319,001,658.00 -347,362,006.00 -347,362,006.00 Of which::Cash 0.00 0.00 0.00 0.00 dividends No acknowledgement 0.00 0.00 0.00 0.00 Investment loss Converted difference of foreign currency 0.00 0.00 0.00 0.00 statements Total owner's equity(or 629,714,616.00 629,714,616.00 599,526,291.00 599,526,291.00 shareholders' equity): Total liabilities and owner's equity ( or 1,344,608,017.00 791,299,642.00 1,412,218,041.00 755,734,037.00 shareholders' equity) 9.2.2 Profit and Profit Distribution Statement Domestic statements Unit: RMB Report period Same period of the previous year Item Consolidated Parent company Consolidated Parent company I. Income from the key 112,932,152.00 112,932,152.00 80,896,915.00 80,896,915.00 business Less: Cost of key 80,812,439.00 80,812,439.00 57,948,711.00 57,948,711.00 business Key business tax and 1,160,194.00 1,160,194.00 729,598.00 729,598.00 surtax II. Profit from key business (negative for 30,959,519.00 30,959,519.00 22,218,606.00 22,218,606.00 loss) Add: Profit from other businesses (negative for 13,501,624.00 10,688,343.00 18,572,248.00 14,004,785.00 loss) Less: Operating 2,625,009.00 2,625,009.00 1,121,290.00 1,121,290.00 expenses 20 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. Administration 35,805,272.00 30,349,316.00 34,270,640.00 27,039,508.00 expenses Financial 19,149,713.00 2,864,875.00 16,992,081.00 1,931,218.00 expenses III. Operating -13,118,851.00 5,808,662.00 -11,593,157.00 6,131,375.00 profit(negative for loss) Add: Investment income(negative for 37,125,138.00 14,787,389.00 37,998,536.00 16,230,494.00 loss) Subsidy income 0.00 0.00 0.00 0.00 Non-operating 481,889.00 481,889.00 75,760.00 75,760.00 income Less: non-operating 200.00 200.00 504,975.00 204,505.00 expenses IV. Total profit(negative 24,487,976.00 21,077,740.00 25,976,164.00 22,233,124.00 for loss) Less: income tax -7,282,608.00 -7,282,608.00 162,253.00 162,253.00 Less::Gains and losses of minority 3,410,236.00 0.00 3,743,040.00 0.00 shareholders Add:no acknowledgement 0.00 0.00 0.00 0.00 investment loss V. Net profit (negative 28,360,348.00 28,360,348.00 22,070,871.00 22,070,871.00 for loss) Add: Year-beginning -347,362,006.00 -347,362,006.00 -369,432,877.00 -369,432,877.00 retained profit Other amount 0.00 0.00 0.00 0.00 transferred in VI. Distributable -319,001,658.00 -319,001,658.00 -347,362,006.00 -347,362,006.00 profit Less: Statutory surplus common reserve 0.00 0.00 0.00 0.00 appropriated Statutory public welfare fund 0.00 0.00 0.00 0.00 appropriated Staff and workers' bonus and welfare fund 0.00 0.00 0.00 0.00 appropriated Reserve fund appropriated 0.00 0.00 0.00 0.00 Enterprise development 0.00 0.00 0.00 0.00 fund appropriated 21 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. Returned investment 0.00 0.00 0.00 0.00 income VII. Profit distributable to -319,001,658.00 -319,001,658.00 -347,362,006.00 -347,362,006.00 investors Less: Dividend of 0.00 0.00 0.00 0.00 preferred shares payable Discretionary surplus common reserve 0.00 0.00 0.00 0.00 appropriated Dividend of common 0.00 0.00 0.00 0.00 shares payable Capitalized dividends of 0.00 0.00 0.00 0.00 common shares VIII、Retained profit -319,001,658.00 -319,001,658.00 -347,362,006.00 -347,362,006.00 9.2.3 Profit Statement (Supplementary information:) 1. Proceeds from the sales or disposal of departments 0.00 0.00 0.00 0.00 or invested companies 2. Losses from natural 0.00 0.00 0.00 0.00 calamities 3. Total profit increased (or decreased) by the 0.00 0.00 0.00 0.00 change of accounting policy 4. Total profit increased (decreased) by the change 0.00 0.00 0.00 0.00 of accounting estimate 5. Losses from debt 0.00 0.00 0.00 0.00 restructuring 6. Other 0.00 0.00 0.00 0.00 9.2.3 Cash Flow Statement Domestic statements Unit: RMB Report period Item Consolidated Parent company I. Cash flow from operating activities: Cash received from commodity sales and labor 262,248,936.00 225,654,203.00 provision Refunded taxes and levies 0.00 0.00 22 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. Other cash receipts related to operating 290,585.00 132,110.00 activities Subtotal of cash inflow 262,539,521.00 225,786,313.00 Cash paid for purchasing commodities and accepting 181,332,121.00 171,457,815.00 labor Cash paid to and for staff and workers 53,693,243.00 31,567,069.00 Taxes and levies paid 14,303,250.00 13,496,553.00 Other cash payments related to operating 77,074,756.00 6,682,296.00 activities Subtotal of cash outflow 326,403,370.00 223,203,733.00 Net cash flow from operating activities -63,863,849.00 2,582,580.00 2. Cash flow from investing activities Cash received from investment recovery 43,320,794.00 0.00 Cash received from obtaining investment 26,154,070.00 0.00 income Net cash received from the disposal of fixed 1,612,579.00 1,612,579.00 assets, intangible assets and other long-term assets Other cash receipts related to investing activities 0.00 0.00 Subtotal of cash inflow 71,087,443.00 1,612,579.00 Cash paid for constructing or purchasing fixed 5,594,263.00 4,192,493.00 assets, intangible assets and other long-term assets Cash payment to Investment activities 0.00 0.00 cash payment related to financing activities 0.00 0.00 Subtotal of cash outflow 5,594,263.00 4,192,493.00 Net cash flow from investing activities 65,493,180.00 -2,579,914.00 3. Net cash flow from financing activities Cash received from absorption of investment 0.00 0.00 Cash received from loan 0.00 0.00 Other cash receipts from financing activities 0.00 0.00 Subtotal of cash inflow 0.00 0.00 Cash paid for debt repayment 0.00 0.00 Cash paid for distribution of dividends or profits 0.00 0.00 or interest reimbursement Other cash payment related to financing 0.00 0.00 activities Subtotal of cash outflow 0.00 0.00 Net cash flow from financing activities 0.00 0.00 4. Influence of the change of exchange rate on cash 0.00 0.00 5. Net increase of cash and cash equivalents 1,629,331.00 2,666.00 Supplementary information:: 1. Adjusting net profit to net cash flow in operating activities: Net profit 28,360,348.00 28,360,348.00 Add: Asset depreciation reserve provided -1,499,456.00 -1,499,456.00 23 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. Fixed assets depreciation 20,357,522.00 18,000,047.00 Amortization of intangible assets 332,356.00 332,356.00 Amortization of long-term expenses to be 0.00 0.00 amortized Decrease of expenses to be amortized (Less: -7,828.00 -7,828.00 increase) Increase of expenses drawn in advance (Less: -41,779,300.00 339,798.00 decrease) The losses from the disposal of fixed assets, intangible assets and other long-term assets (less: -481,889.00 -481,889.00 gains) Loss from scrapping of fixed assets 0.00 0.00 Financial expenses 19,016,773.00 2,424,357.00 Investment losses (less: gains) -37,125,138.00 -14,787,390.00 Credit item of deferred tax (Less: debit item) 0.00 0.00 Decrease of inventories(less: increase) 1,285,568.00 1,196,425.00 Decrease of operating accounts receivable (less: -36,963,763.00 -21,321,550.00 increase) Increase of operating accounts payable(less: -18,769,278.00 -9,972,638.00 decrease) Other 0.00 0.00 Current income of Minority shareholders 3,410,236.00 0.00 Net cash flow from operating activities -63,863,849.00 2,582,580.00 2. Investing and financing activities not involving cash receipts and expenditure Debts converted into capital 0.00 0.00 Convertible corporate bond to mature within one 0.00 0.00 year Fixed assets under financing lease 0.00 0.00 3. Net increase of cash and cash equivalents Balance of cash at the end of the period 14,587,858.00 857,679.00 Less: Balance of cash at the beginning of the period 12,958,527.00 855,013.00 Add:Balance of cash equivalent at the end of the 0.00 0.00 period Less: Balance of cash equivalent at the beginning 0.00 0.00 of the period Net increase/decrease) of cash and cash 1,629,331.00 2,666.00 equivalents 9.3 Compared with the annual report of the previous year, the change of accounting policies and accounting estimate and the correction of accounting errors did not occur in this report period. □ applicable√ not applicable 9.4 Content of significant accounting, amount of correction, reasons and its influence 24 Summary of 2004 Annual Report of Shijiazhuang Baoshi Electronic Glass Co., Ltd. □ applicable√ not applicable 9.5 The consolidation scope of this report period remained unchanged compared with the annual report of the previous year. □ applicable√ not applicable Chairman of the board of directors: Dong Qingxiang Shijiazhuang Baoshi Electronic Glass Co., Ltd. April 18, 2005 25