深基地Ｂ(200053)2004年年度报告摘要（英文版）

SHENZHEN CHIWAN PETROLEUM SUPPLY BASE CO LTD ABSTRACT OF 2004’S ANNUAL REPORT §1 Important Notes 1.1 The Board of Directors guarantees that there exist no omission, misstatement, or misleading information in this annual report. The Board of Directors is responsible, individually and jointly, for the authenticity, accuracy and integrity of the information herein. The Annual Report is written in both English and Chinese. In case of conflict between the two versions, Chinese version prevails. 1.2 There is no director who cannot guarantee the authenticity, accuracy and integrity of the content of this annual report or who has different opinion. 1.3 There were eight directors attended the Board meeting. Mr. Fong Yue Kwong did not attend the meeting but authorized Mr. Han Guimao to vote for him. 1.4 Shenzhen Dahua Tiancheng Certified Public Accountants and PricewaterhouseCoopers both presented audit reports with standard and no-reserved audit opinion for our company. 1.5 Dr. Fu Yuning, the Chairman of the Board of Directors, Mr. Cui Wei, the Financial Controller, and Ms. Yu Zhongxia, the Financial Manager, guarantees the authenticity and integrity of the financial results of this annual report. §2 Company Profile 2.1 Company Profile Stock Series Shenzhen Base (B share) Stock Code 200053 Stock Exchange Shenzhen Stock Exchange Office Place Base Building, Chiwan, Nanshan District, Shenzhen, PRC Post Code 518068 Website for Publishing the Annual Report E-mail Address sa@cpsb-cn.com 1 2.2 Contacts and Contact Means Secretary of Company’s Board Securities Representative Name Fu Jialin Yu Zhongxia Address Base Building, Chiwan, Nanshan Base Building, Chiwan, Nanshan District, Shenzhen, PRC District, Shenzhen, PRC Tel （0755）26694211 （0755）26694211 Fax （0755）26694227 （0755）26694227 E- mail sa@cpsb-cn.com sa@cpsb-cn.com §3 Accounting Data and Financial Index Abstract 3.1 Main Accounting Data UNIT:RMB Up/down 2004（this year） 2003（last year） (%)compared with 2002 last year Income from main 42.81 １５６，５４５，２１３．２９ 109,619,298.98 95,473,649.27 business lines Total Profit １１０，３６１，３３２．１０ 83,556,842.27 32.08 70,489,303.20 Net Profit 75,349,896.88 33.26 62,939,454.06 Net Profit after deducting １００，６５３，４３７．４０ 75,423,195.17 33.45 63,113,825.47 non-recurring gains and losses Up/down 2004 year-end 2003 year-end 2002year-end (%)compared with （this year-end） （last year-end） last year-end Total assets ８４３，０３０，６１５．１２ 700,107,667.89 20.41 638,718,242.00 Shareholders’ equity (minorities’ ６７２，２３８，０５２．１６ 632,099,728.40 6.35 556,749,831.55 equity excluded) Net cash flows arising from ９９，３９２，７５９．４１ 44.39 68,836,676.69 72,864,975.72 operating activities 3.2 Main Financial Index 2 Up/down 2004（this year） 2003（last year） (%)compared 2002 with last year Earnings per share ０．４４ ０．３３ ３３．３３％ ０．２７ (%) Return on equity １４．９４％ １１．９２％ ３．０２％ １１．３１％ (%) Return on equity calculated on the base of net profit after deducting １４．９７％ １１．９３％ ３．０４％ １１．３４％ non-recurring gains and losses (%) Net cash flows per share arising ０．４３ ０．３０ ４３．３３％ ０．３２ from operating activities Up/down 2004 year-end 2003year-end 2002 year-end (%)compared （this year-end） （last year-end） with last year-end Net assets per ２．９２ ２．７４ ６．５７％ ２．４１ share Net assets per share after ２．８６ ２．６９ ６．３２％ ２．３７ adjustment Items included in the non-recurring gains and losses and the amounts: √Applicable □Inapplicable RMB 1. Income from non-operation １０６，２９６．０６ ２． Ｅｘｐｅｎｄｉｔｕｒｅ ｏｆ ｎｏｎ－ｏｐｅｒａｔｉｏｎ ３４７，６９８．９６ Amount －２４１，４０２．９０ 3.3 Differences between International and Domestic Accounting Standards □Applicable √Inapplicable 3 §4 Change of Share Capital and Shareholders 4.1 Form for Change of Share: Unit: share Change in number of shares Before conversion After bonus of reserves change rights others subtotal change shares to shares 1. Untradable shares a. Public promoter’s shares State owned share Domestic legal entity owned 119,420,000 share -51,180,000 -51,180,000 119,420,000 Foreign investment legal entity 51,180,000 owned share Others b. Shares raised from legal entity c. Employee’s shares d. Preferred shares Total 170,6000,000 2. Tradable shares a. A shares 119,420,000 51,180,000 51,180,000 b. B shares c. Overseas listed shares 60,000,000 d. Others Total 60,000,000 111,180,000 3. Total of shares 230,600,000 230,600,000 4 4.2 Holding Information of the Top Ten Shareholders and the Top Ten Tradable-share Shareholders are listed as follow Unit: share Total of Shares by the end of １１，９９４ report period Holding information of top ten shareholders State Shares Shares Category shareholder Shareholder’s name Change in holding by the Rate impaw (tradable or or Foreign （full name） this year end of this （％） ned or untradable) investment year frozen shareholder CHINA NANSHAN 0 Domestic DEVELOPMENT Legal ０ １１９，４２０，０００ ５１．７９％ untradable (GROUP) entity INCORPORATION shares OFFSHORE JOINT Foreign SERVICES (BASES) CO investment ０ ５１，１８０，０００ ２２．１９％ tradable OF SGP PTE LTD legal entity shares SUN HUNG KAI INVESTMENT Other ８７３，９０４ ８７３，９０４ ０．３８％ tradable SERVICES shareholders LTD-CUSTOMERS A/C Other LIN YONG QING ３２０，９３５ ３２０，９３５ ０．１４％ tradable shareholders Other ZHANG YAN QIANG ３０６，０００ ３０６，０００ ０．１３％ tradable shareholders Other ZHANG TAO ２６６，８００ ２６６，８００ ０．１２％ tradable shareholders TOYO SECURITIES Other ASIA LIMITED-A/C ２６２，２００ ２６２，２００ ０．１１％ tradable shareholders CLIENT Other LIU YANG JUN ２５７，９５１ ２５７，９５１ ０．１１％ tradable shareholders Other ZHOU LI QING ３，２０９ ２５５，２００ ０．１１％ tradable shareholders NAITO SECURITIES Other ２５０，２００ ２５０，２００ ０．１１％ tradable CO.,LTD shareholders Among the top ten shareholders, the domestic legal entity shareholder China Nanshan Development (Group) Incorporation has no affiliated relations with other shareholders and does not Explanation for the Affiliated fall into the scope of united action person stipulated by Relations or United Action of the Top “Regulation of Information Disclosure of the Change of Ten Shareholders Shareholding of listed company. It is unknown that whether other tradable-share shareholders fall into the scope of united action person. 5 Holding information for the top ten tradable-share shareholders Shareholder’s Name Shares holding by the end of Category（A-share、B-share、H-share or (full name) the year others） ＯＦＦＳＨＯＲＥ ＪＯＩＮＴ ＳＥＲＶＩＣＥＳ B ５１，１８０，０００ （ＢＡＳＥＳ） ＣＯ ＯＦ ＳＧＰ ＰＴＥ ＬＴＤ ＳＵＮ ＨＵＮＧ ＫＡＩ ＩＮＶＥＳＴＭＥＮＴ B ＳＥＲＶＩＣＥＳ ＬＴＤ ８７３，９０４ －ＣＵＳＴＯＭＥＲＳ Ａ／Ｃ ＬＩＮ ＹＯＨＮＧ ＱＩＮＧ ３２０，９３５ B ＺＨＡＮＧ ＹＡＮ ＱＩＡＮＧ ３０６，０００ B ＺＨＡＮＧ ＴＡＯ ２６６，８００ B ＴＯＹＯ ＳＥＣＵＲＩＴＩＥＳ ＡＳＩＡ B ２６２，２００ ＬＩＭＩＴＥＤ－Ａ／Ｃ ＣＬＩＥＮＴ ＬＩＵ ＹＡＮＧ ＪＵＮ ２５７，９５１ B ＺＨＯＵ ＬＩ ＱＩＮＧ ２５５，２００ B NAITO SECURITIES B ２５０，２００ CO.,LTD ＳＨＵ ＪＩＡＮ ＰＩＮＧ ２４０，０００ B Explanation for the Affiliated Relations or United Action of the unknown Top Ten Tradable-share Shareholders 4.3 Information of Holding Shareholders and Substantial Controller of Holding Shareholders 4.3.1 Information of Change of Holding Shareholders and Substantial Controller of Holding Shareholders □Applicable √Inapplicable 4.3.2 Details of Holding Shareholders and Other Substantial Controller 1. China Nanshan Development (Group) Incorporation Legal representative: Fu Yuning Date of registration: October 1982 Business scope: land development; port transportation, industrial, commercial, real property and tourism; customs bonded warehouses business; etc. 2. Substantial Controller of Holding Shareholders Being No. 1 shareholder of CND, China Merchants (NanShan) Holdings Ltd holds 36.518% equity interests in CND, With its direct and indirect shareholder being China Merchants Holdings (International) Co,Ltd.(CMHI), witch was listed on Hong Kong exchange .Basic information about CMHI is listed as follows; Legal representative: Fu Yuning Date of registration: May 28, 1991 Registered Capital: HKD300,000,000 Business Scope: Port and port-related business. infrastructure and industrial production.. 6 4.3.3 Controlling graph China Merchants (NanShan) Holdings Ltd 36.518% China Nanshan Development (Group) Incorporation 51.19% Shenzhen Chiwan Petroleum Supply Base Co., Ltd §5 Directors, Supervisors, Senior Executives 5.1 Change of Shareholding of Directors, Supervisors, Senior Executives √Applicable □ Inapplicable Shares Shares Post in the holding holding Reason Name gender age Office term Company year year of change begin end April New Ren Vice manager male 51 2004— May 10000 10000 appointed Yongping 2007 this year 5.2 Information of Directors and Supervisors Holding a Post in Shareholder’ s Company √Applicable □Inapplicable Post in the Wether Name Shareholder of the Company Shareholder’s Duration Receiving Company Salary/Allowance China Nanshan Development Fu Yuning Chairman From Dec. 1998 No (Group) Incorporation China Nanshan Development Wang Fen President From Mar. 2002 No (Group) Incorporation China Nanshan Development Vice Liu Fu From May, 2003 No (Group) Incorporation Chairman Zhong China Nanshan Development Vice From Aug., 2000 No Jingshen (Group) Incorporation Chairman Xiang China Nanshan Development Director From Aug., 2004 No Qingsheng (Group) Incorporation Han China Nanshan Development Senior Vice From Mar. 2002 No Guimao (Group) Incorporation President Fan China Nanshan Development Senior Vice From Dec. 1998 No Zhaoping (Group) Incorporation President 7 5.3 Annual Salary Information of Directors, Supervisor and Other Senior Executives Unit: RMB yuan Total of Annual Salary 2.75 million Total of the Top 3 of 0 Directors Total of the Top 3 Senior 2.08 million executives Independent Director 60 thousand for each Allowance Other Welfare of 0 Independent Director Fu Yuning, Koh Soo Keong, Han Guimao, Fong Yug Kwoang, Directors and Supervisors Wang Fen, Liu Fu, Zhong Jingshen, Ong Lee Keang, not paid by the company Xiang Qingsheng, Fan Zhaoping Amount of Salary Number of Persons 100-200 Thousand 2 Over 200 thousand 5 §6 Report of Board of Directors 6.1 Discussions and Analysis of the Overall Operation Information during the Report Period Year 2004 was an excellent year for the Company. Not only did we record strong growth in turnover and profits, creating substantial value for our shareholders, but also more significantly achieved a symbolic mile-stone and strategically oriented performance. We recorded a highest-ever turnover of 156 million and net profit of 100 million, representing an increase of 42.8% and 33.3% respectively as compared to the last financial year. Return on equity reached 15% and earning per share grew 33.3% from last year RMB 0.25 to reach RMB 0.44 in 2004. The remarkable growth was contributed by the overall good performance of all segments of our business, logistics service and offshore engineering in particular, accounting for 55% of the total profit attributed the shareholders. Turnover of the supply base business reported a moderate 4.7% growth for the Year to reach 114 million as compared to 109 million in Year 2003. Despite higher operating expenditure and interest costs, net profit gained 4% to reach 46.8 million as compared to 45.3 million last year. Turnover of the logistic services business (Shanghai 1st phase) generated a first full year of revenue of 24.8 million on a full year average warehouse occupying rate of 89%. Net profit 10 million was recorded, representing a 41% net profit margin. 8 Turnover of Chiwan Logistics and Distribution Co Ltd in which the Company acquired 90% equity in December 2003 rose from 13.6 million in year 2003 to 17 million this year, representing an increase of 24.6%. Net profit grew 79% from 1.14 million in year 2003 to 1.83 million this year on improvement in occupancy rate from 70% to 81%. Turnover of the Chiwan Sembawang Engineering in which the Company owns 32% equity recorded strong growth albeit a very active offshore structure market environment. Turnover increased 20% to reach 538 million and net profit rose 43% to reach 132 million. An investment income of 41.55 million was realized. For the year 2004, the Company total operating expenses amounted to 80 million, up 40% as compared to 52 million last year. The increase in total costs was the result of increase in operating expenses in tandem with the increase in operational activity, increase in depreciation cost due to adjustment made to the depreciation period, interest expenses and the integration of costs from Shanghai Baowan International Logistics Park and Chiwan Logistics and Distribution Co. 6.2 Main Business Statement Categorized by Business or Production Unit RMB’0000 yuan Increase/ Increase/ Increase/ decrease of decrease of decrease of Gross income from cost of main Business or Income for Cost of main gross interest interest main business business line production main business business rate compared rate(%) line compared compared with last year with last year with last year （％） （％） （％） Office １，６１７．００ ８６４．００ ４６．５７％ ２４．０２％ １４．０６％ ４．６８％ rental Operation ５，５６６．００ ２，０９２．００ ６２．４１％ ２２．０９％ ４４．９０％ －３．１４％ business Warehouse ７，９０７．００ ２，８８２．００ ６３．５５％ ７２．６７％ ７４．００％ －０．２８％ business CFS and ５６５．００ ３３９．００ ４０．００％ ８．６１％ ５．５１％ １．６８％ othes In which: affiliated １２４７ ５９２．０３ ５２．５２％ －１．７２％ －２０．６８％ １０．６３％ transaction Price fixing standard for According to the market price affiliated transactions Explain for the necessity and Part of the business of the company continuity of the affiliated transaction 9 6.3 Main Business Statement Categorized by District Increase/decrease of income from main business line District Income from main business compared with last year（％） Shenzhen １３，１７０．００ ２０．１４ Shanghai ２，４８５．００ 6.4 Information of Customer of Purchase and Sales RMB’0000 yuan Total of sales amount proportion of the total of the top five sales ５，４５３．００ ４７．５０% sales amount customer 6.5 Operation Situation of Company Shareholder (Investment earnings represented over 10% of net profit) √Applicable □Inapplicable RMB’0000 yuan Name of company shareholder Shenzhen Chiwan Sembawang Engineering Co., Ltd Proportion of net Investment profit contributed ４，２２８．００ profit of the ４２．１０% during this period company Manufacturing and distributing steel-structured products for Business Offshore engineering, land engineering and civil engineering; Company after-sale service for self-made product. Scope shareholder Net Profit １３，２１０．００ 6.6 Statement for Reasons of Material Change of Main Business and Its Structure √Applicable □ Inapplicable Because of the acquisition of Shenzhen Chiwan Logistics Co., Ltd. On 31 Dec. 2003 and the set up of Shanghai Baowan international Logistics Co., Ltd. And Guangzhou Baowan Logistics Co., Ltd. , we begin to prepare consolidated financial reports this year, the main business have some change. 6.7 Statement for Reasons of Material Change of Main Business’ s Ability to Make Profits (Gross Interest Rate) Compared with that of last year □Applicable √ Inapplicable 10 6.8 Analysis for Reasons of Material Change of Operation Outcome and Profit Structure Compared with those of last year □Applicable √ Inapplicable Analysis for Reasons of Material Change of Overall Financial Situation Compared with those of last year □Applicable √ Inapplicable 6.9 Statement for the Material Change of Manufacture and Operation Circumstances, Macro Policies, Regulations and Laws which had affected, is affecting or will affect the finance situation and business outcome materially. □Applicable √ Inapplicable 6.10 Statement for Accomplishing Profit Estimate √Applicable □Inapplicable Unit：RMB’0000yuan Estimate of profit（this year） Actual amount of this year Income from main １５，３６８．００ １５，６５５．００ business Total amount of profit １０，４８３．００ １１，０３６．００ Net profit ９，４７０．００ １０，０４１．００ Statement for Difference Company’s subsidiary Shenzhen Chiwan Sembawang Engineering Co., Ltd had accomplished the profit estimate in a big scale. 6.11 Statement for Accomplishing Business Plan √Applicable □Inapplicable Unit：RMB’0000yuan Formal business plan for this year Actual amount of this year Income １５，３６８．００ １５，６５５．００ Cost & expenses ９，０００．００ ８，０７０．００ 6.12 Statement for the Use of Collection Funds □Applicable √ Inapplicable Statement for the Change of items □Applicable √ Inapplicable 11 6.13 Statement for Non-collection Funds Items √Applicable □Inapplicable Item Name Item amount Item Plan Item Earnings Invested on Dec, Guanghzou Baowan １．５５ million RMB Will construct on 2004, Registered Logistics Co., Ltd yuan May 2005 on Jan. 2005 １．５５ million RMB Total yuan 6.14 Statement by Board of Directors for “Non-standard Opinion”of Certified Public Accountants □Applicable √ Inapplicable 6.15 Business Plan of Board of Directors for the Next Year □Applicable √ Inapplicable Profit Estimate of the Next Year □Applicable √ Inapplicable 6.16 Preplan of the Board of Directors for Divident Distribution or Converting Capital Public Reserve into Share Capital or Rights for This Time Profit distribution preplan as of the year is set out as follows: RMB Yuan Retained Earning B/F 27,333,504.63 Profits available for distribution 127,745,539.13 Less: Statutory surplus public reserve (10%) 10,041,203.44 Statutory public welfare fund (5%) 5,020,601.7 Discretionary public reserve (5%) 5,020,601.7 Dividends (tax included) (50%) 50,206,017.26 Retained profits 57,457,115.03 The cash dividend for the year 2004 of RMB 2.177 ( tax included ) for every ten shares (tax included) or RMB 50,206,017.26 in total would be paid by the Company and for this purpose the conversion will be based on the closing rate between US$ and HK$ announced by the People’ s Bank of China on the first working day after the resolution is approved by the AGM. The above profit distribution plan will be carried out after the final approval of the AGM 2004. The Company neither declared interim dividend nor converted any reserves into share capital or rights issue in the report period. 12 §7 Significant Events 7.1 Purchase of Assets □Applicable √Inapplicable 7.2 Sale of Assets □Applicable √ Inapplicable 7.3 Significant Security □Applicable √Inapplicable 7.4 Material Affiliated transactions 7.4.1 Affiliated sales and purchase √Applicable □Inapplicable Sales to Affiliated Party Purchase from Affiliated Party Affiliated Party amounts % amounts % China Nanshan Development 264 1.69 (Group) Incorporation Nanshan Real 54 0.34 150 2.43 estate Shenzhen Chiwan Wharf holding 42 0.27 Co,Ltd. Shenzhen Chiwan Sembawang 758 4.84 Engineering Co., Ltd Shenzhen Offshore Petroleum 129 0.82 Equipment Manufacture and Repair Co., Ltd. total 1247 7.97 150 2.43 13 7.4.2 Affiliated Credit and Debt √Applicable □Inapplicable Unit：Thousand RMB’0000 yuan Funds provided by the affiliated Funds provided to the affiliated party Affiliated Party party to the listed company Amount paid Balance Amount paid Balance Shenzhen Offshore Petroleum Equipment Manufacture and Repair Co., Ltd. 129.82 0.48 Shenzhen Chiwan Sembawang Engineering ２９７．００ １，６９５．００ Co., Ltd 474.69 31.19 China Nanshan Development (Group) Incorporation 265.30 1.61 Nanshan Real estate 56.33 0.21 Shenzhen Chiwan Wharf holding Co,Ltd. 42.40 3.52 Total ９６８．５４ ３７．０１ ２９７．００ １，６９５．００ The Funds accumulated paid to the controlling shareholder and it’s subsidiary is RMB 9.69 million yuan, and the balance is RMB 0.37 million yuan. 7.5 Financing by Mandate □Applicable √ Inapplicable 7.6 Fulfillment of Undertakings □Applicable √ Inapplicable 7.7 Significant Litigation and Arbitration □Applicable √ Inapplicable 7.8 Information of Independent Directors’Performance The information of independent directors to attend the directors’meetings is as follows: The number Name of the The of directors’ The number of The number independent number of reference meetings to authorizing of absence director presence be present Bai Youzhong 8 8 Lin zhijun 8 8 Tian rugeng 8 8 There is no independent director who has different opinion. 14 §8 Report of the Board of Supervisors I. Supervisory Committee Meetings Corporation Supervisory Committee convened four meetings in the report period. 1) The sixth meeting of the third supervisory committee was held in Shenzhen on April 20, 2004. The meeting reviewed and approved the following resolutions: “General Manager’s Report for the Year 2003”; “Annual Report for the Year 2003 and its Abstract”; “Financial Report for the Year 2003”; “Proposal of the Profit Distribution Plan for the Year 2003”; “Financial Budget for the Year 2003”; “Proposal on Changing Member for the Fourth Supervisory Committee”. The resolutions were published in both Shenzhen Securities Times and Hong Kong Ta Kung Pao on April 23, 2004. 2) The first meeting of the fourth Supervisory Committee was held on May 25, 2004. The meeting reviewed and approved the revolution of “Proposal on Electing Mr.Zhong Jingshen as Convener of the Fourth Supervisory Committee”. The resolution was published in both Shenzhen Securities Times and Hong Kong Ta Kung Pao on May 26, 2004. 3) The first tele-communication meeting of the fourth supervisory committee was held on August 18, 2004. The meeting reviewed and approved the following resolutions: “Interim Report for the Year 2004 and its Abstract”and “Proposal on the Interim Dividend Distribution Plan (no allocating, no granting) for the Year 2004 ”. The resolutions were published in both Shenzhen Securities Times and Hong Kong Ta Kung Pao on August 21, 2004. 4) The second tele-communication meeting of the fourth supervisory committee was held on September 23, 2004. The meeting reviewed and approved the resolution of replacing supervisor. The resolution was published in both Shenzhen Securities Times and Hong Kong Ta Kung Pao on September 24, 2004. II. Opinions Formed by the Board of Supervision as to the Company’ s operation in the Report Period as follows: 1) The Company’s decision procedures were both healthy and lawful. The Company’s management systems and internal control procedures were in place. The meeting also confirmed that neither the directors nor senior managers had acted in contravention of the laws, regulations, Articles of Association or detrimental to the interest of the company. 2) The Board of Supervision carefully reviewed the financial report of the company and confirmed that the company was in good financial situation. The meeting further confirmed that the audit report prepared by the independent auditors Shenzhen Dahua Tiancheng and Price Waterhouse Coopers gave a true and fair presentation of the Company’s financial performance by offering clear opinion in the audit report for the year 2004. 3) In 2004 the Company did not raise capital or engage in any acquisition and disposal of the Company’ s assets. 4) All the affiliated transactions in 2004 were conducted in arm-length principle and the Company’s interests were safeguarded. 15 §9 Financial Report 9.1 Audit Opinion Standard unqualified auditor’s opinion. 9.2 Financial Statements SHENZHEN CHIWAN PETROLEUM SUPPLY BASE CO., LTD. CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 Notes 2004 2003 RMB RMB Revenue 3 156,545,214 109,619,293 Operating costs (68,636,709) (46,500,646) Gross profit 87,908,505 63,118,647 Administrative expenses (18,166,165) (11,351,582) Other operating expenses (289,307) (73,295) Profit from operations 4 69,453,033 51,693,770 Finance (costs)/income - net 6 (768,959) 1,805,653 Share of results of associates before tax 15 45,095,324 32,540,996 Profit before tax 113,779,398 86,040,419 Income tax expense 7 (13,121,351) (10,690,523) Group profit before minority interests 100,658,047 75,349,896 Minority interests (246,013) - Net profit 100,412,034 75,349,896 Earnings per share 8 0.44 0.33 16 SHENZHEN CHIWAN PETROLEUM SUPPLY BASE CO., LTD. CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2004 Notes 2004 2003 ASSETS RMB RMB Non-current assets Property, plant and equipment 9 120,928,881 96,831,520 Investment property 10 217,318,904 125,009,776 Land use rights 11 127,109,716 141,050,682 Progress payment for land use rights 12 91,725,320 27,000,000 Construction in progress 13 26,636 93,937,991 Intangible assets 14 582,907 560,929 Investments in associates 15 165,194,989 126,829,732 722,887,353 611,220,630 Current assets Inventories 1,179,135 1,341,559 Due from related companies 26(b) 359,625 217,300 Due from associates 26(b) 316,702 144,660 Due from holding company 26(b) 16,121 261,987 Trade receivables 16 26,290,395 22,213,173 Other receivables, prepayments and deposits 6,879,890 8,772,925 Cash and cash equivalents 85,694,667 84,183,778 120,736,535 117,135,382 Total assets 843,623,888 728,356,012 17 SHENZHEN CHIWAN PETROLEUM SUPPLY BASE CO., LTD. CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2004 Notes 2004 2003 SHAREHOLDERS’EQUITY RMB RMB Share capital 22 223,841,503 223,841,503 Reserves 23 448,480,198 408,341,887 Total shareholders’equity 672,321,701 632,183,390 Minority interests 17 4,337,677 2,130,974 LIABILITIES Non-current liabilities Deferred tax liabilities 18 7,115,327 8,357,716 Rentals received in advance 19 27,217,736 24,713,332 Other long-term liabilities - 1,960,000 34,333,063 35,031,048 Current liabilities Borrowings 20 83,000,000 18,000,000 Trade payables, other payables and accruals 38,525,742 23,603,766 Due to a fellow subsidiary 26,206 10,086,709 Current tax liabilities 6,847,708 3,330,044 Rentals received in advance, current portion 19 4,231,791 3,990,081 132,631,447 59,010,600 Total liabilities 166,964,510 94,041,648 Total equity and liabilities 843,623,888 728,356,012 18 SHENZHEN CHIWAN PETROLEUM SUPPLY BASE CO., LTD. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’EQUITY FOR THE YEAR ENDED 31 DECEMBER 2004 Retained Share capital Reserves earnings (Note 22) (Note 23) (Note 23) Total RMB RMB RMB RMB Year ended 31 December 2003 Balance at 1 January 2003 223,841,503 305,574,832 58,886,889 588,303,224 Dividend in respect of 2002 - - (31,469,730) (31,469,730) Net profit for 2003 - - 75,349,896 75,349,896 Appropriations - 15,069,981 (15,069,981) - Balance at 31 December 2003 223,841,503 320,644,813 87,697,074 632,183,390 Year ended 31 December 2004 Balance at 1 January 2004 223,841,503 320,644,813 87,697,074 632,183,390 Dividend in respect of 2003 - - (60,279,917) (60,279,917) Other additions - 6,194 - 6,194 Net profit for 2004 - - 100,412,034 100,412,034 Appropriations - 15,003,972 (15,003,972) - Balance at 31 December 2004 223,841,503 335,654,979 112,825,219 672,321,701 19 SHENZHEN CHIWAN PETROLEUM SUPPLY BASE CO., LTD. CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 Note s 2004 2003 RMB RMB Cash flows from operating activities Cash generated from operations 24 108,876,783 90,205,400 Interests paid (1,428,901) - Tax paid (7,428,009) (10,980,464) Net cash from operating activities 100,019,873 79,224,936 Cash flows from investing activities Acquisition of a subsidiary, net of cash acquired - (2,898,266) Payment for remaining consideration of acquisition of a subsidiary (10,060,503) - Purchase of property, plant and equipment and investment property (4,424,796) (8,236,407) Payment for construction in progress (24,439,260) (87,939,332) Payment for land use rights (65,268,902) (27,000,000) Payment for intangible assets (178,200) Dividends received from an associate - 18,586,654 Proceeds from disposals of property, plant and equipment 350,900 440,040 Interests received 791,694 1,878,045 Net cash used in investing activities (103,229,067) (105,169,266) Cash flows from financing activities Proceeds from bank borrowings 261,000,000 18,000,000 Repayments of bank borrowings (196,000,000) - Capital contribution from a minority shareholder 1,960,000 - Repayment of amount due to a minority shareholder (1,960,000) (8,819,997) Repayment of amounts due to a fellow subsidiary - (8,819,996) Dividends paid to shareholders (60,279,917) (31,469,730) Net cash from/(used in) financing activities 4,720,083 (31,109,723) Net increase/(decrease) in cash and cash equivalents 1,510,889 (57,054,053) Cash and cash equivalents at beginning of year 84,183,778 141,237,831 Cash and cash equivalents at end of year 85,694,667 84,183,778 20 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 9.5 Explanation on changes of consolidated scope compared with the latest annual report. √Applicable □ Inapplicable Because of the acquisition of Shenzhen Chiwan Logistics Co., Ltd. On 31 Dec. 2003 and the set up of Shanghai Baowan international Logistics Co., Ltd. and Guangzhou Baowan Logistics Co., Ltd. , we begin to prepare consolidated financial reports this year. The consolidated scopes incorporate Shenzhen Chiwan Petroleum Supply Base Co, Ltd. And Shenzhen Chiwan Logistics Co., Ltd and Shanghai Baowan international Logistics Co., Ltd. and Guangzhou Baowan Logistics Co., Ltd. 21