武锅B退(200770)武锅Ｂ2004年年度报告摘要（英文版）

Stock Code: 200770 Short Form of the Stock: Wuguo-B No.: 2005-03 WUHAN BOILER COMPANY LIMITED SUMMARY OF ANNUAL REPORT 2004 §1. Important Notes 1.1 The Board of Directors of Wuhan Boiler Company Limited (hereinafter referred to as the Company) and its directors 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. The summary of annual report 2004 is abstracted from the full text of annual report; the investors are suggested to read the full text of annual report to understand more details. 1.2 Independent Director Mr. Wang Zongjun did not attend the Board meeting personally because he went abroad due to business, and authorized and entrusted Independent Director Mr. Wang Haisu to exercise voting right; Director Mr. Li Jun did not attend the Board meeting personally due to business trip and authorized and entrusted Director Mr. Chen Bohu to exercise voting right. 1.3 This report has been prepared in Chinese and English version respectively. In the event of difference in interpretation between the two versions, the Chinese report shall prevail. 1.4 Wuhan Zhonghuan Certified Public Accountants Ltd. and PricewaterhouseCoopers Zhongtian Certified Public Accountants Ltd. audited the financial report of the Company and issued domestic and international unqualified Auditors’Report for the Company respectively. 1.5 Chairman of the Board of the Company Mr. Chen Bohu, General Manager and concurrently CFO Mr. Xiang Rongwei and Person in Charge of Accounting Organ Ms. Qin Shanlan hereby confirm that the Financial Report enclosed in Annual Report is true and complete. §2. Company Profile 2.1 Basic information Short form of the stock WUGUO-B Stock code 200770 Listed stock exchange Shenzhen Stock Exchange Registered address and office address No. 586, Wuluo Road, Wuhan, Hubei Post code 430070 Internet web site of the Company http://www. wbcl.com.cn E-mail of the Company wbgchw@public.wh.hb.cn 2.2 Contact person and contact method Secretary of the Board of Directors Securities Affairs Representative Name Liu Chengxiang Xu Youlan Contact address No. 586, Wuluo Road, Wuhan, Hubei No. 586, Wuluo Road, Wuhan, Hubei Telephone (86)27－87652719 (86)27－87652719 Fax (86)27－87655152 (86)27－87655152 E-mail xu_yl36@yahoo.com.cn xu_yl36@yahoo.com.cn §3. Summary of Accounting Data and Financial Indexes 3.1 Major accounting data Increase/decrease 2004 2003 from the previous 2002 year（％） Income from main 2,214,625,155.28 1,237,739,269.58 78.62 630,500,780.63 operations Total profit 83,772,811.06 46,693,895.83 79.41 33,218,397.19 Net profit 44,864,079.93 29,851,616.19 50.29 20,140,959.02 Net profit after deducting 43,368,484.50 30,994,425.62 39.92 20,581,849.16 non-recurring gains and losses Increase/decrease At the end of At the end of At the end of from the end of 2004 2003 2002 previous year（％） Total assets 2,770,656,873.06 2,204,893,156.02 25.66 1,740,339,336.03 Shareholder’s equity (excluding minority 578,465,485.28 545,183,405.35 6.10 523,151,336.56 interests) Net cash flow from -349,254,195.33 119,052,060.66 -393.36 157,179,842.77 operating activities 3.2 Major financial indexes Increase/decrease 2004 2003 from the previous 2002 year（％） Earnings per share 0.15 0.10 50.00 0.07 Return on equity (%) 7.76 5.48 2.28 3.93 Return on equity calculated based on net profit after deducting 7.50 5.68 1.82 4.01 non-recurring gains and losses (%) Net cash flow per share arising from operating -1.18 0.40 -395.00 0.53 activities Increase or decrease At the end of At the end of At the end of from the end of 2004 2003 2002 previous year（％） Net assets per share 1.95 1.84 5.98 1.73 Net assets per share 1.81 1.73 4.62 1.63 after adjustment Items of non-recurring gains and losses √Applicable □Inapplicable Items of non-recurring gains and losses Amounts Disposa l of losses from long-term equity investment, fixed assets, construction in progress, 1,815,532.98 intangible assets and other long-term assets Other non-operating income after deducting reserve for impairment losses of assets withdrew 296,972.06 by the Company daily based on regulations of Accounting System for Business Enterprise Other non-operating expenses after deducting reserve for impairment losses of assets withdrew -152,988.46 by the Company daily based on regulations of Accounting System for Business Enterprise Reversal of various reserve for impairment losses withdrew over the past years 272,715.41 Impact on income tax after deducting non-recurring gains and losses -736,636.56 Total 1,495,595.43 3.3 Difference of net profit as audited by Chinese Accounting Standard (CAS) and International Accounting Standard (IAS) √Applicable □Inapplicable Unit: RMB’0000 CAS IAS Net profit 4,486.40 4,742.70 Explanation on the difference Writing off long-term investment revaluation increment §4. Changes in Share Capital and Particulars about Shareholders 4.1 Statement of change in share (Unit: share) Increase / decrease in this time (+ / -) Before the After the Rationed Bonus Capitalization of change Others Subtotal change shares share public reserve I. Unlisted shares 1. Sponsor’s shares 172000000 0 0 0 0 0 172000000 Including: 0 0 0 0 0 0 0 State-owned shares 0 0 0 0 0 0 0 Domestic legal person’s shares 172000000 172000000 Foreign legal person’s shares 0 0 0 0 0 0 0 Others 0 0 0 0 0 0 0 2. Raised legal person’s shares 0 0 0 0 0 0 0 3. Inner employees’shares 0 0 0 0 0 0 0 4. Preference shares or others 0 0 0 0 0 0 0 Total unlisted shares 172000000 0 0 0 0 0 172000000 II. Listed shares 0 0 0 0 0 0 0 1. RMB ordinary shares 0 0 0 0 0 0 0 2. Domestically listed foreign shares 125000000 0 0 0 0 0 125000000 3. Overseas listed foreign shares 0 0 0 0 0 0 0 4. Other 0 0 0 0 0 0 0 Total listed shares 125000000 0 0 0 0 0 125000000 III. Total shares 297000000 0 0 0 0 0 297000000 4.2 Statement of shares held by the top ten shareholders Total shareholders at the end of report year 19,190 Particulars about shares held by the top ten shareholders Nature of Increase / Number of shareholders Shares held at Type of shares decrease in Proportion share (State -owned Name of shareholder the year-end (Circulating/ the report (%) pledged or shareholder or (share) Non-circulating) year frozen Foreign shareholder) WUHAN BOILER GROUP Domestic legal 0 172,000,000 57.9 Non-circulating No CO., LTD. person shareholder Foreign WANG JIA YI －50,000 2,180,000 0.73 Circulating Unknown shareholder Foreign WU NAI WEN 1,107,750 1,107,750 0.37 Circulating Unknown shareholder Foreign CHEN QIAN FEN 92,100 717,900 0.24 Circulating Unknown shareholder GUOTAI JUNAN SECURIES Foreign 505,000 505,000 0.17 Circulating Unknown HONG KONG LIMITED shareholder Foreign GUAN WEN HAI 444,927 444,927 0.15 Circulating Unknown shareholder Foreign XU MICHAEL JUN 443,898 443,898 0.15 Circulating Unknown shareholder Foreign MA ZE QI 421,350 421,350 0.14 Circulating Unknown shareholder SHANGHAI (HK) WANGUO Foreign －715,900 418,000 0.14 Circulating Unknown SECURITES shareholder Foreign WU, KIN YEUK 400,000 400,000 0.13 Circulating Unknown shareholder Particulars about shares held by the top ten shareholders of circulation share Shareholder’s name (full name) Circulation share held at the Type (A-share, B -share, H-share or year-end others) WANG JIA YI 2,180,000 Circulation share (B-share) WU NAI WEN 1,107,750 Circulation share (B-share) CHEN QIAN FEN 717,900 Circulation share (B-share) GUOTAI JUNAN SECURIES HONG KONG 505,000 Circulation share (B-share) LIMITED GUAN WEN HAI 444,927 Circulation share (B-share) XU MICHAEL JUN 443,898 Circulation share (B-share) MA ZE QI 421,350 Circulation share (B-share) SHANGHAI (HK) WANGUO SECURITES 418,000 Circulation share (B-share) WU, KIN YEUK 400,000 Circulation share (B-share) LU KE 400,000 Circulation share (B-share) Explanation on associated relationship Among the top ten shareholders of the Company, Wuhan Boiler Group among the above shareholders or consistent Co., Ltd., the first largest shareholder of the Company, holds the action non-circulation shares, and shares held by it remained unchanged in the report period; the rest nine shareholders are social public shareholders and hold circulation shares (B shares), whose change of shares was due to the transaction of the Company’s shares in the second market in the report period. Among the top ten shareholders of the Company, there exists no association relationship between Wuhan Boiler Group Co., Ltd. and the other shareholders of circulation share, and they doesn’t belong to the consistent action person regulated by the Management Regulation of Information Disclosure on Change of Share Holding for Listed Companies. The Company was unknown whether there exists associated relationship or belongs to consistent action person among the top ten shareholders of circulation share; the Company was unknown whether there exists associated relationship among the top ten shareholders and the top ten shareholders of circulation share. 4.3 Particulars about the holding shareholders and actual controllers of the Company 4.3.1 Particulars about change in the holding shareholders and actual controllers of the Company □Applicable √Inapplicable 4.3.2 Introduction to especial situation for the holding shareholders and other actual controllers Wuhan Boiler Group Co., Ltd. (“the Group Company”) is the controlling shareholder of the Company, as well as the only one holding over 10% of total shares of the Company. Ended Dec. 31, 2004, the Group Company held 172 million shares of the Company, taking 57.9% of total shares. Legal representative: Huang Jiang Date of foundation: Aug. 8, 1995 Registered capital: RMB 90.596 million Registered number of enterprise legal person’ s business license: 4201001100902 Registered address: No. 586, Wuluo Road, Wuhan, Hubei Business scope: invest ment and operat ion of the state-owned assets authorized to operate and manage; development, design and whole set installing of boiler, pressure vessels and related mechanical-electrical products, and the import and export businesses approved by the State; truck transportation; (including the business scope of the subsidiaries) (For the projects specially provided by the State, the Company can operate after approval). Wuhan Boiler Group Co., Ltd. is the state-owned sole corporation with capital operating and assets management as its main task, which wholly-owned held by Wuhan Municipal State-owned Assets Supervisory Administration Commission. 4.3.3 The property right and controlling relationship between the Company and the actual controller is as follows: Wuhan Municipal State-owned 100% 57.9%Wuhan Wuhan Boiler Boiler Assets Supervision and Group Co., Ltd. Company Limited Administration Commission §5. Particulars About Directors, Supervisors and Senior Executives 5.1 Particulars about changes in shares held by directors, supervisors and senior executives Changes in shares held by directors Shares held at the Shares held at the Name Sex Age Title Office term year-begin year-end Chen Bohu Male 41 Chairman of the Board Apr. 2004-Apr. 2007 0 0 Xiang Rongwei Male 51 Director Apr. 2004-Apr. 2007 0 0 Li Jun Male 46 Director Apr. 2004-Apr. 2007 0 0 Chen Helin Male 55 Director Apr. 2004-Apr. 2007 0 0 Liu Chengxiang Male 56 Director Apr. 2004-Apr. 2007 0 0 Hua Lixin Male 40 Director Apr. 2004-Apr. 2007 0 0 Wang Zongjun Male 41 Independent Director Apr. 2004-Apr. 2007 0 0 Zhou Maorong Male 59 Independent Director Apr. 2004-Apr. 2007 0 0 Wang Haisu Male 50 Independent Director Apr. 2004-Apr. 2007 0 0 Changes in shares held by supervisors Shares held at the Shares held at the Name Sex Age Title Office term year-begin year-end Zhou Zhemin Male 47 Convener Apr. 2004-Apr. 2007 0 0 Zeng Xianping Male 55 Supervisor Apr. 2004-Apr. 2007 0 0 Guo Ling Male 45 Supervisor Apr. 2004-Apr. 2007 0 0 Changes in shares held by senior executives Shares held at the Shares held at the Name Sex Age Title Office term year-begin year-end Xiang Rongwei Male 51 General Manager Apr. 2004-Apr. 2007 0 0 Bai Xixin Male 41 Deputy General Manager Apr. 2004-Apr. 2007 0 0 Hua Lixin Male 40 Deputy General Manager Apr. 2004-Apr. 2007 0 0 Jin Zhicheng Male 45 Deputy General Manager Apr. 2004-Apr. 2007 0 0 Pei Hanhua Male 45 Deputy General Manager Apr. 2004-Apr. 2007 0 0 Liu Chengxiang Male 56 Secretary of the Board Apr. 2004-Apr. 2007 0 0 5.2 Particulars about the position held by directors and supervisors in Shareholding Company √Applicable □Inapplicable Drawing the payment Name of Shareholding Title in Shareholding or allowance from Name Office term Company Company shareholding company (Yes / No) Li Jun Wuhan Boiler Group Co., Ltd. General Manager Since 2002 to now Yes Chen Helin Wuhan Boiler Group Co., Ltd. Deputy General Manager Since 2001 to now Yes Zeng Xianping Wuhan Boiler Group Co., Ltd. Deputy Chief Accountant Since 2002 to now No 5.3 Particulars about the annual remuneration of directors, supervisors and senior executives Total annual payment RMB 493,000 Total annual payment of the top three directors RMB 161,000 drawing the highest payment Total annual payment of the top three senior RMB 141,000 executives drawing the highest payment Allowance of independent director Three independent directors of the Company received no payment from the Company. Other treatment of Independent Directors The Company reimbursed the reasonable charges occurred which independent directors attended the meeting and executed the functions and powers according to the Articles of Association of the Company based on the actual situation. Name of directors and supervisors received no Independent Director: Wang Zongjun, Zhou Maorong and Wang Haisu payment or allowance from the Company Independent Supervisor: Guo Ling, Supervisor: Zeng Xianping Scope of remuneration Number of persons RMB 50,000 ～ RMB 60,000 2 RMB 40,000 ～ RMB 50,000 8 RMB 30,000 ～ RMB 40,000 1 §6. Report of the Board of Directors 6.1 Discussion and analysis to the whole operation in the report period 2004 was the year that the Company has made favorable achievements since the Company got listed in 1998. Along with the counterchange of the domestic electric power, the Company actively adjusted sales thoughts and strategies, collected market information from many channels, actively participated boiler project biding which opened by five domestic big generate electricity companies on one hand, grasped keenly the opportunity that the relevant state departments changed new landing electricity project from an examination and approval system to authorization system after the change in investment structure of domestic power, actively explored new market in different areas, and negotiated efficiently with the potential customers, and won the project of grade 300MW group boiler and order for residual heat boiler, and stepped on the new stage in the environmental boiler field. In order to further develop 600MW super-critical project market, the Company got in extensively touch with the potential customers of 600MW super-critical project, cooperated forward to the relevant overseas company and made big progress. Meanwhile, the Company keep the active and steady style, further stressed on the object cost management and reinforced the hand on capital uniform management, ensured the realization of its operation object and general working thought. In 2004, the Company gained the Title of China Machinery 500 Strengths, and ranked 177; appraised as Nationwide Double-Excellent Enterprises with Foreign investments; evaluated and judged as 2004 Annual Excellent Credit Trust Enterprises of Hubei province by Counsel of Bank Association of Hubei Province. 6.2 Statement of main operations classified according to industries or products Classified Income from main Cost of main Gross Increase/decrease Increase/decreas Increase/decrease according to operations (RMB) operations (RMB) profit in income from e in cost of main in gross profit ratio industries or ratio (%) main operations operations over over the last year products over the last year the last year (%) (%) (%) Boiler 2,214,625,155.28 1,927,267,209.83 12.98 78.93 83.06 -1.96 Including: related 7,977,702.64 6,248,217.34 21.68 94.11 93.83 3.68 transactions Pricing rules for The transactions between the Company and its related parties are all transacted according to the fair related market prices. transactions Necessity and The purchase and sales of goods between the Company and its related parties were necessary for the durative of normal production and operation and their transactions shall be still continued in 2005. related transactions Including: total amount of related transactions that the listed company sold products or provided labor service to the controlling shareholder and its subsidiaries was RMB 14,177,800 in the report period. 6.3 Particulars about main operations classified according to areas Areas Income from main operations Increase/decrease in income from (RMB) main operations over the last year (%) Northern area 1,791,463,608.70 94.69% Southern area 423,161,546.58 33.25% 6.4 Particulars about the customers of purchase and sales Total amount of purchase of Proportion in the total 629,216,069.98 77.66% the top five suppliers amount of purchase Total amount of sales of the Proportion in the total 682,039,126.49 31.77% top five sales customers amount of sales 6.5 Operation of share-holding companies (applicable to the situation where investment equity takes over 10% of its net profit) □Applicable √Inapplicable 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) compared with the previous year □Applicable √Inapplicable 6.8 Analysis to reasons of material changes in operating results and profit structure compared with the previous year □Applicable √Inapplicable 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 non-raised through shares offering □Applicable √Inapplicable Name of projects Amount of projects Progress of projects Earnings of projects Technology expenses of 600MW cycle 11,504,891.00 Purchasing in 2004 0 Boiler 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 □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 Audited by Wuhan Zhonghuan Certified Public Accountants Ltd. as per Chinese Accounting Standards, the net profit of the Company in 2004 was RMB 44,864,079.93. The statutory public reserve of the Company included 10% of the net profit of the Parent Company appropriated and 10% of the net profit of shares of the Parent Company in the Subsidiaries appropriated. In 2004, statutory public reserve withdrawn was RMB 5,281,971.04 and statutory welfare fund RMB 5,281,971.04; the distributable profit RMB 91,095,609.36. The Company planned to allot cash at the rate of RMB 0.47 for every 10 shares to all shareholders based on total share capital amounting to 297,000,000 shares on Dec. 31, 2004, which totally amounted to RMB 13,959,000.00, and the balance of retained profit would be carried down to next year for distribution. The conversion of capital public reserve into share capital would not be carried out this year. This preplan should be submitted to 2004 Shareholders’General Meeting for examination. The Company did not appropriate share distribution preplan though the Company achieved the profit in the report period □Applicable √Inapplicable §7. Significant Events 7.1 Purchase of assets □Applicable √Inapplicable 7.2 Sales of assets □Applicable √Inapplicable 7.3 Significant guarantees □Applicable √Inapplicable 7.4 Significant related transactions 7.4.1 Related sale and purchase √Applicable □Inapplicable Unit: RMB’0000 To sell products and provide labor To purchase products and receive Related parties service to related parties labor service from related parties Proportion in the Proportion in the Transaction Transaction same transaction same transaction amount amount amount amount Wuhan Boiler Group Co., Ltd. 797.77 56.27% - - Wuhan Boiler (Group) Boyu Electronic 2.10 0.15% 1,047.20 9.88% Station Complementary Machinery Co., Ltd. Wuhan Boiler (Group) Valve Co., Ltd. 559.59 39.47% 2,430.95 22.94% Wuhan Boiler (Group) Yuntong Co., Ltd. - - 6,151.11 58.03% Wuhan Boiler (Group) Boiler Installation Co. 0.06 0.004% － - Wuhan Chengxin Boiler Automatic Control 58.26 4.11% 969.78 9.15% Equipment Co., Ltd. Total 1,417.78 100.00% 10,599.04 100.00% 7.4.2 Related credits and liabilities current √Applicable □Inapplicable Unit: RMB’ 0000 To supply funds to related parties Related parties supplies funds to Related parties Listed Company Occurred amount Balance Occurred amount Balance Wuhan Boiler (Group) Boyu Electronic 987.74 2,030.91 0.00 0.00 Station Complementary Machinery Co., Ltd. Wuhan Boiler (Group) Valve Co., Ltd. 1,767.17 3,688.03 -32.25 0.00 Wuhan Boiler (Group) Boiler Installation Co. -15.13 0.00 -3.00 0.49 Wuhan Boiler (Group) Yuntong Co., Ltd. 195.55 276.38 3.74 3.74 Wuhan Boiler Group Co., Ltd. 2,351.91 2,546.21 -775.26 224.58 Wuhan Chengxin Boiler Automatic Control 0.00 0.00 174.06 361.71 Equipment Co., Ltd. Total 5,287.24 8,541.53 -632.71 590.52 Including: Occurred amount and balance that the Company supplied funds to the controlling shareholder and its subsidiaries was RMB 52,872,400 and RMB 85,415,400 respectively in the report period. 7.5 Entrust financing □Applicable √ Inapplicable 7.6 Implementation of commitment items □Applicable √Inapplicable 7.7 Significant lawsuit and arbitrations □Applicable √Inapplicable 7.8 Particulars about the performance of obligations of Independent Directors In the report period, t he Company has 3 independent directors, which reached the requirement of Guide Opinion on Establishing Independent Director System in Listed Companies promulgated by CSRC. The independent directors of the Company implemented patiently their duties, carefully examined the resolutions of all Board meetings and shareholders’ general meetings and prudently made voting, and issued independent opinion, brought a good positive function into play in the scientific decision-making of the Board of the Company and safeguard of shareholders’legal rights and interests. (1) Particulars about the independent directors attending the Board meeting Name of Times that should Times of Times of Times of Remark Independent be attend the personal commission absence Directors Board meeting presence presence Zhou Maorong 5 5 0 0 Reappointment Wang Zongjun 5 5 0 0 Reappointment Wang Haisu Taking this post 4 4 0 0 from Apr. 2004 Li Donghui Expiration of his 1 1 0 0 term of office in Apr. 2004 (2) Particulars about the independent directors proposed different opinions about the relevant matters of the Company Name Matters of objection Special contents of Remark proposed objection proposed Zhou Maorong Naught Naught Wang Zongjun Naught Naught Wang Haisu Naught Naught Li Donghui Naught Naught §8. Report of the Supervisory Committee The Supervisory Committee considered that the Company operated according to laws and the financial situation and related transactions existed no problems in the report period. In the report period, the Company has neither raised capital nor related transactions such as purchase and sale of assets. §9. Financial Report 9.1 Auditor’s Report Wuhan Zhonghuan Certified Public Accountants Ltd. and PricewaterhouseCoopers Zhongtian Certified Public Accountants Ltd. audited the Financial Report 2004 of the Company and issued domestic and international unqualified Auditors’Report for the Company respectively. 9.2 Financial statements (attached) 9.3 Particulars about change of accounting policy, accounting assessment and settlement method compared with the latest annual report 9.3.1 The accounting policy, accounting assessment and settlement method in the report period remained unchanged compared with the latest annual report. 9.3.2 The accounting assessment in the report period remained unchanged compared with the latest annual report. 9.4 The Company has no amendment of significant accounting mistake. 9.5 There was no change in the consolidation scope of financial statement of the Company compared with the latest annual report Chairman of the Board: Chen Bohu Wuhan Boiler Company Limited Mar. 25, 2005 WUHAN BOILER COMPANY LIMITED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 2004 2003 Notes RMB’000 RMB’000 Sales 3 2,214,625 1,237,739 Cost of sales (1,057,391) (1,933,229) Gross profit 180,348 281,396 Other operating income, net 3,650 10,072 Selling expenses (31,758) (67,869) Administrative expenses (80,381) (120,752) Operating profit 4 102,847 71,859 Finance costs, net 6 (23,224) (16,548) Profit before tax 48,635 86,299 Income tax 7 (15,285) (34,294) Profit from ordinary activities after tax 52,005 33,350 Minority interests 22 (1,608) (4,578) Net profit 47,427 31,742 Earnings per share 8 RMB0.160 RMB0.107 WUHAN BOILER COMPANY LIMITED CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2004 2004 2003 Notes RMB’ 000 RMB’ 000 ASSETS Non-current assets Property, plant and equipment 9 226,451 177,869 Construction in progress 10 4,756 7,883 Prepaid lease 3,538 3,688 Intangible assets 11 40,009 34,679 Available-for-sale investment 12 - 15,937 Deferred tax assets 13 2,565 2,527 277,319 242,583 Current assets Inventories 14 343,450 218,745 Due from contract customers 15 701,688 419,774 Trade receivables 16 818,071 489,278 Amounts due from fellow subsidiaries 17 59,914 51,351 Other receivables, deposits and prepayments 18 590,470 287,130 Pledged or guaranteed deposits 19 292,345 239,745 Cash and cash equivalents 19 197,320 294,000 3,003,258 2,000,023 Total assets 3,280,577 2,242,606 SHAREHOLDERS’EQUITY Share capital 20 297,000 297,000 Reserves 21 283,397 247,850 Total shareholders’equity 580,397 544,850 Minority interests 22 17,586 14,088 LIABILITIES Non-current liabilities Borrowings 26 14,323 34,667 Current liabilities Bills payable 476,072 375,774 Trade payables 304,037 153,760 Other payables and accrued charges 23 107,543 76,636 Due to contract customers 15 630,614 133,287 Amount due to parent company 24 907 10,649 Amounts due to fellow subsidiaries 25 5,379 3,691 Deposits received from customers 400,435 521,882 Income tax payable 39,689 8,368 Borrowings 26 703,595 364,954 2,668,271 1,649,001 Total liabilities 2,682,594 1,683,668 Total equity and liabilities 3,280,577 2,242,606 WUHAN BOILER COMPANY LIMITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’EQUITY FOR THE YEAR ENDED 31 DECEMBER 2004 Reserves Statutory Statutory Share Capital Share surplus public Retained Reserves capital reserve premium reserve funds welfare funds earnings sub-total Total (Note 20) (Note 21(a)) (Note 21(a)) (Note 21(b)) (Note 21(b)) (Note 21(c)) RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Year ended 31 December 2003 Balance at 1 January 2003 297,000 89,890 54,741 10,056 10,056 61,760 226,503 523,503 Net profit - - - - - 31,742 31,742 31,742 Forfeited customer deposits (Note 21 (a)) - 1,800 - - - (1,800) - - Transfer from retained earnings to other reserves - - - 3,573 3,572 (7,145) - - Dividends (Note 21 (d)) - - - - - (10,395) (10,395) (10,395) Balance at 31 December 2003 297,000 91,690 54,741 13,629 13,628 74,162 247,850 544,850 Year ended 31 December 2004 Balance at 1 January 2004 297,000 91,690 54,741 13,629 13,628 74,162 247,850 544,850 Net profit - - - - - 47,427 47,427 47,427 Forfeited customer deposits (Note 21 (a)) - 298 - - - (298) - - Transfer from retained earnings to other reserves - - - 5,282 5,282 (10,564) - - Dividends (Note 21 (d)) - - - - - (11,880) (11,880) (11,880) Balance at 31 December 2004 297,000 91,988 54,741 18,911 18,910 98,847 283,397 580,397 WUHAN BOILER COMPANY LIMITED CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 2004 2003 Notes RMB’ 000 RMB’ 000 Cash flows from operating activities Cash (used in ) / generated from operations 27(a) (265,816) 124,246 Interest paid (31,199) (27,226) Tax paid (3,011) (18,880) Net cash (used in) / from operating activities (300,026) 78,140 Cash flows from investing activities Purchase of property, plant and equipment (11,200) (11,422) Purchase of proprietary technology and patent (11,505) (17,817) Payments for construction in progress (59,758) (19,147) Proceeds from disposal of property, plant and equipment 27(b) 866 855 Proceeds from disposal of available-for-sale investment 20,432 - Interest received 9,863 4,688 Dividends received 831 698 Net cash used in investing activities (50,471) (42,145) Cash flows from financing activities Cash injection by a minority shareholder - 3,930 (Increase)/decrease in deposits used as collaterals (52,600) 10,845 Proceeds from borrowings 860,459 576,791 Repayments of borrowings (542,162) (573,844) Dividends paid (11,880) (10,395) Net cash from financing activities 253,817 7,327 Net (decrease) / increase in cash and cash equivalents (96,680) 43,322 Cash and cash equivalents at beginning of year 294,000 250,678 Cash and cash equivalents at end of year 19 197,320 294,000