佛山照明(000541)粤照明Ｂ2004年年度报告摘要（英文版）

Abbr. of shares: Foshan Electrical & Lighting (A Share) Yue Electrical & Lighting (B Share) Code of shares: 000541 (A Share) 200541 (B Share) Announcement No.: 2005-001 Summary of Annual Report of 2004 of Foshan Electrical & Lighting Company Limited § 1. Important Hints 1.1 The Board of Directors of this company and all its directors guarantee that there is no false account, misleading statement or significant omission existing in the information contained in this report, and that they shall bear the individual and joint liabilities for the truthfulness, accuracy and completeness of its content. This summary of annual report is extracted from the full text of the annual report. To get the details, the investors shall read the full text of the annual report The accounting data and financial report in this report have been audited by KPMG Peat Marwick in Hong Kong, and respectively made in Chinese and English. In case of any misunderstanding between the two versions, the Chinese text will be prevailing. 1.2. Mr. Liang Weidong, the director of the company is unable to attend the board meeting on the business trip, and has authorized Mr. Zhong Xincai, the Chairman of the Board of Directors, to vote on his behalf. 1.3. Mr. Zhong Xincai, the General Manager and the financial chief of the company and Ms. Wang Shuqiong, the Manager of the Financial Department declare to guarantee the truthfulness and completeness of the financial report in this annual report. §2.General condition of the listed company 2.1 General condition Abbr. of shares Foshan Electrical & Lighting (A share) Yue Electrical & Lighting (B share) Code of shares 000541 (A share) 200541 (B share) Listing place Shenzhen Stock Exchange Registered and office address 15# Fenjiang North Road, Foshan, Guangdong Postal code 528000 Internet www.chinafsl.com E-mail gzfsligh@pub.foshan.gd.cn 2.2 Contact person and pattern. Secretary of Board of Directors Security Representative Name Lin Yihui Contact address #15 Fenjiang North Road, Foshan Tel (0757) 82966098,82810239 Fax (0757) 82816276 E-mail gzfsligh@pub.foshan.gd.cn §3. Summary of Accounting data and business data 3.1 Main accounting data 2004 (this year) 2003 (last year) Change with 2002 last year (%) Main business income 1,219,922,140 1,016,750,204 19.98 953,453,964 Total profits 290,379,761 279,547,095 3.88 255,183,375 Net profit 228,925,136 234,560,108 -2.40 218,582,323 End of 2004 End of 2003 Change with 2002 (this year) (last year) last year (%) Total assets 2,541,097,893 2,431,572,874 4.50 2,359,541,714 Shareholder equity (excluding the shareholder 2,271,886,990 2,207,848,053 2.90 2,123,836,214 equity of minority shareholders) Net cash flow from business activities 232,764,324 235,769,297 -1.27 325,528,282 3.2 Main financial targets. 2004 (this 2003 (last Change with 2002 year) year) last year (%) Proceeds per share 0.64 0.65 -1.54 0.61 Return rate of net assets (%) 10.08 10.62 -5.08 10.29 Net cash flow per share from business activities 0.65 0.66 -1.52 0.91 2004 (end of 2003 (end of Change with 2002 this year) last year) last year (%) Net assets per share 6.34 6.16 2.92 5.93 Net assets per share after adjustment 6.34 6.12 3.59 5.90 3.3 Difference on domestic and foreign accounting standards. ü Applicable □Inapplicable Unit: CNY Domestic accounting standard Foreign accounting standard Net profit 231,479,787 228,925,136 Notes for difference Net profits (RMB) As reported pursuant to IFRS 228,925,136 1. Transfer the amount of deferred tax into the current profit and loss as per the law for tax payable. 2,122,605 2. Investment held for sales adjusted from fair value to the cost and market price (which is lower) 535,771 3. Others -103,725 As reported pursuant to the “Accounting System for Enterprises” of the PRC 231,479,787 §4. Change of Capital Stock and Shareholders 4.1 Change of capital stock Item Before this Change of this time (+ or －) After change change Ration Grant Surplus Increase Other Total transfer I. Uncirculating shares 1. Founder’s share 88,397,100 -- -- -- -- -- 88,397,100 Including: National share 85,922,100 85,922,100 Domestic corporate share 2,475,000 -- -- -- -- -- 2,475,000 Foreign corporate share -- -- -- -- -- Others -- -- -- -- -- 2. Raised corporate share 40,515,750 40,515,750 3. Internal staff share 4. Preferred share or others Total uncirculating shares 128,912,850 128,912,850 II. Circulating shares listed -- -- -- -- .. 1. Ordinary shares in CNY 147,035,409 -- -- -- -- -- 147,035,409 Including: shares held by directors and 497,546 497,546 supervisors. 2. Foreign share listed at home 82,500,000 82,500,000 3. Foreign share listed abroad 4. Others Total circulating shares listed 229,535,409 229,535,409 III. Total shares 358,448,259 358,448,259 Note: the 497,546 shares held by the directors, supervisors and senior officers of FSL have already been frozen according to the relevant regulation. 4.2 Shares held by top ten shareholders and Circulating shares held by top ten shareholders Total number of shareholders at the end of report period 43299 Shares held by top ten shareholders Names of shareholders Yearly +/- Shares held at Ratio (%) Type of share Shares pledged Nature of shareholder (share) year end (share) (uncirulated or or frozen (state-owned or foreign circulating) (share) shareholder) State-owned Assets Office of Foshan City - 85,922,100 23.97 Uncirculated - National share SYWG BNP PARIBAS Shengli Choice Circulating Unknown 7,574,784 7,574,784 2.11 Securities Investment Funds Youchang Lighting Equipment Trading Co., Uncirculated 0 - 7,002,641 1.95 Ltd. ,Guangzhou Fortis Haitong Income Growth Securities Circulating Unknown 6,832,812 6,832,812 1.91 Investment Funds Share investment funds of China Merchants Circulating Unknown 5,565,311 5,565,311 1.55 Bank 102 Combination of National Social Circulating Unknown 1,176,115 4,782,805 1.33 Insurance Funds Classical securities investment funds of Circulating Unknown 4,762,921 4,762,921 1.32 CITIC Yuyuan Securities Investment Funds 224,264 4,200,300 1.17 Circulating Unknown Hanxing Securities Investment Funds 4,033,723 4,033,723 1.13 Circulating Unknown Pioneer securities investment funds of China Circulating Unknown 4,005,048 4,005,048 1.12 Merchants Bank Note on relationship or concerted action Among the top ten shareholders of the company, the State-owned Assets Office of Foshan City, the shareholder for state-owned of the top ten shareholder shares has neither relationship with Youchang Lighting Equipment Trading Co., Ltd., Guangzhou, nor relationship with any other shareholder, nor the shareholder of concerted action set forth in the “Regulatory Method for Disclosure of Information on Change of the Shares of the Listed Company”. The share investment funds of China Merchants Bank and the pioneer securities investment funds of China Merchants Bank are both controlled by the China Merchants Banks Funds Management Company. It is unclear whether there is any relationship between other shareholders, or if there is any shareholder of concerted action set forth in the “Regulatory Method for Disclosure of Information on Change of the Shares of the Listed Company”. Circulating shares held by top ten shareholders Names of shareholders Circulating shares held at Type (A, B, H or the year end (share) other) SYWG BNP PARIBAS Shengli Choice Securities Investment Funds 7,574,784 A Share Fortis Haitong Income Growth Securities Investment Funds 6,832,812 A Share Share investment funds of China Merchants Bank 5,565,311 A Share 102 Combination of National Social Insurance Funds 4,782,805 A Share Classical securities investment funds of CITIC 4,762,921 A Share Yuyuan Securities Investment Funds 4,200,300 A Share Hanxing Securities Investment Funds 4,033,723 A Share Pioneer securities investment funds of China Merchants Bank 4,005,048 A Share HTHK-VALUE PARTNERS INTELLIGENT FD-CHINA B SHS 3,882,449 B Share FD EAST ASIA SECURITIES COMPANY LIMITED 3,489,773 B Share Note on relationship or concerted The share investment funds of China Merchants Bank and the pioneer securities action of the top ten shareholder investment funds of China Merchants Bank are both controlled by the China Merchants Banks Funds Management Company. It is unclear whether there is any relationship between other top ten circulating shareholders, or if there is any relationship or concerted action between any of the top ten circulating shareholders and any of the top ten shareholders. 4.3. Brief of controlling shareholder and actual controller 4.3.1 Change of controlling shareholder and actual controller Applicable üInapplicable 4.3.2 Details of controlling shareholder and other actual controller The first major shareholder of the company is the State-owned Assets Office of Foshan City, which is one of the founder shareholders of the company holding 85,922,100 shares at the present, making up 23.97% of the total shares of the company. 4.3.3 Block diagram on property right and controlling relationship between the company and the actual controller State-Owned Assets Supervision and Administration Commission of the People’s Government of Foshan City ↓ 23.97% FSL §5. Directors, supervisors and senior management personnel 5.1 Change of shares held by directors, supervisors and senior management personnel. Name Post Sex Age Term of offices Shares held (numbers) Reason of change Year start Year end Zhong Xincai Chairman of the Board of Directors M 62 Jun. 2004 –Jun., 2007 Purchased by incentive funds 134,850 184,250 General Manager 2,415,500 2,415,500 Alfred K. N. Chong Vice Chairman of the Board of Directors M 53 Jun. 2004 –Jun., 2007 （B share） （B share） Liu Xingming Executive director, Vice General Manager M 42 Jun. 2004 –Jun., 2007 50,900 74,800 Purchased by incentive funds Liang Weidong Director M 42 Jun. 2004 –Jun., 2007 — — — Chen Guanbiao Director M 56 Jun. 2004 –Jun., 2007 — — — Ye Zaiyou Director M 49 Jun. 2004 –Jun., 2007 — — — Liang Zhen Independent Director M 67 Jun. 2004 –Jun., 2007 — — — Wu Jianhong Independent Director F 58 Jun. 2004 –Jun., 2007 — — — Chen Ziyun Independent Director F 41 Jun. 2004 –Jun., 2007 — — — Huang Guanxiong Chairman of the Board of Supervisors M 54 Jun. 2004 –Jun., 2007 Purchased by incentive funds 12,800 23,400 Chairman of the Labor Union Mei Feixing Supervisor M 34 Jun. 2004 –Jun., 2007 6,200 12,300 Purchased by incentive funds Li Jianwu Supervisor M 34 Jun. 2004 –Jun., 2007 8,300 14,400 Purchased by incentive funds Zhang Chaoyang Supervisor M 40 Jun. 2004 –Jun., 2007 — — — Shen Weiqiang Supervisor M 55 Jun. 2004 –Jun., 2007 — — — Ou Muben Vice General Manager M 55 Jun. 2004 –Jun., 2007 53,800 70,800 Purchased by incentive funds Guo Jieming Vice General Manager M 55 Jun. 2004 –Jun., 2007 20,636 37,936 Purchased by incentive funds Liang Weiqiang GM assistant M 47 Jun. 2004 –Jun., 2007 17,600 32,200 Purchased by incentive funds Lin Yihui Secretary of the Board of Directors M 51 Jun. 2004 –Jun., 2007 12,700 23,100 Purchased by incentive funds Wang Shuqiong Financial chief F 42 Jun. 2004 –Jun., 2007 13,960 25,760 Purchased by incentive funds 5.2 Director and supervisor employed in the shareholder unit. ü Applicable □Inapplicable Name Name of shareholder Post in shareholder unit Term of post Remuneration/subsidy? employed Ye Zaiyou Wuzhuang Color Glazed Tiles Chair of Board of Directors Feb., 1990 till Yes (this factory is a Factory, Nanhai now popularly-run enterprise) 5.3 Annual remuneration of directors, supervisors and senior management personnel. Total annual remuneration RMB 1,730,000 Total annual remuneration of top three directors RMB 840,000 (post of director and also the senior management personnel) Total annual remuneration of top three senior RMB 840,000 (post of director and also the senior management personnel) management personnel Subsidy for independent director No subsidy, only the travel and accommodation costs for attending the board meeting and shareholders’general meeting Other welfare treatment for independent director N/A Names of directors and supervisors receiving no Directors: Alfred K. N. Chong, Liang Weidong, Chen Guanbiao, Ye Zaiyou; remuneration/subsidy from the company Supervisors: Zhang Chaoyang, Shen Weiqiang Division of remuneration Numbers RMB 350,000～400,000 1 RMB 100,000～200,000 7 RMB 50,000～100,000 2 §6. Report of the Board of Directors 6.1 Discussion and analysis for overall business operation during the report period. There is no change on the business scope of the company during the report period. The main business of the company is to produce and sell all kinds of electro-optical products and accessories. Despite of the high production and operation costs and the lack of energy and electricity in 2004, the company has seized the opportunity for development, strengthened the operation management, controlled the costs, enlarged the market development force, expanded the production scale and increase the market shares under the guidance of the national macroeconomic regulation policy by combining the market situation with the production and operation target of 2004. In such circumstance, the company has kept the continuous fast development in production and business operation, gradually strengthened its market competitive force, and further improved the economic growth speed and efficiency, keeping the advantageous trend of constant and stable development Meanwhile, the company has paid close attention to the construction progress of Foshan Electric and Lighting Industrial Park in Cangjiang Industrial Park in Gaoming District, completed parts of basic facilities, factory buildings and environment facilities after more than one year of efforts, and tried its best to put parts of projects into operation in August or September, 2005 to greatly improve the production capacity of the company. In 2004, the company has made 966 million bulbs in total, increasing by 11.77% than that of the last year, and increased its gross industrial output value by 15.11%. The main business income has reached RMB 1220 million, increased by 19.98% than that of last year, and the sales from export has reached USD 53.09 million, increased by 35.98%. Moreover, the company has realized the total profits of RMB 290 million, 3.88% more than that of last year, and realized the net profits of RMB 229 million, basically same with the same period last year. The company continues to keep the advantageous trend of constant and stable development. 6.2 Industries and products of main business operation. Product Main business income Main business cost Gross profit Change of main Change of main Change of gross rate (%) business income business cost with profit rate with with last year (%) last year (%) last year (%) Electro-optical product 1,219,922,140.00 830,229,143.00 32 19.98 30.31 -14.30 Including: joint transaction 48,464,327.01 32,982,839.94 32 -3.26 4.89 -14.30 Pricing principle for joint transaction A kind of fair and reasonable way of pricing based on the market price after negotiations Joint transaction is necessary for the normal business operation of the company. It is benefit to the Notes on necessity and continuity of long-term development of FSL and its expansion on the international market, and is an effective way to joint tranaction speed up the upgrading and improve the economic benefits of the enterprise. 6.3 Distribution of main business. Region Main business income ± of main business compared with last year (%) Domestic 780,454,340.88 11.84 Foreign 439,467,799.46 35.98 6.4 Suppliers and clients Total amount on purchase from top 5 121,314,752.47 Percentage in total purchase 19.60% suppliers Total amount on sales to top 5 clients 190,014,648.61 Percentage in total sales 15.58% 6.5 Business condition of controlling company (applicable for the case with over 10% of investment return in net profit). Applicable ü Inapplicable 6.6 Reason for significant change of main business and its structure. Applicable ü Inapplicable 6.7 Reason for significant change of profitability of main business (gross profit rate) compared with last year. ü Applicable Inapplicable 1. Affection by purchase price for raw materials. The costs for main raw materials of the company in 2004 are RMB 31.37 million more than that in the same period last year, including RMB 13.36 million more for filament and lead materials, 3.71 million for lamp holder materials, RMB 5.72 million more for chemical materials (three-color fluorescent powder, mercury and coatings), and RMB 8.58 million more for fuels (gasoline, diesel and petroleum gas). 2. Change on tax reimbursement policy for export of the state.The tax reimbursement rate for export has dropped from 17% to 13% since 2004. The company has earned RMB 439 million from export this year, 35.98% more than that in the same period last year. This has also increased the costs by 4%, i.e., RMB 17.58 million. 3. Affection by tax reimbursement for export. The company has received RMB 9.79 million as the income from previous years in 2003 (the tax reimbursement to be reimbursed but not reimbursed yet, which was paid in accordance with the policy of “collection first and reimbursement later”for export tax implemented before 2002), but has no such income from tax reimbursement this year because of the implementation of tax exemption, setoff and reimbursement policy for export, making the gross profits in 2004 RMB 9.79 million less than that in last year. 6.8 Reason for significant change of business result and profit composition compared with last year. Applicable ü Inapplicable Reason for significant change of overall financial status compared with last year. Applicable ü Inapplicable 6.9 Notes for significant change of the business environment, macro policy and regulations for production, which has already, is and will seriously affect the financial status and business result of the company. ü Applicable Inapplicable As an enterprise in electro-optical industry, the company has encountered some major problems: first, the supply in the domestic market for photo-electric products still exceeds the supply, making the market and price competition more and more violent, and the business operation more and more difficult. The second one is the rise in price of raw materials. The prices of production materials in the market have risen since last year, which has increased the production cost. Thirdly, it is the electricity supply for the enterprise. Because it is difficult to guarantee the industrial power supply due the pressure on electricity in Guangdong Province since 2004, which forced the enterprise to breakdown sometimes, it may adversely affect the production of the company to a certain extent. Facing such difficulties, the company will take the powerful measures, expand the production scale, control the production management and operation costs, and improve the labor and production efficiency, to enhance its market competition and improve the economic benefits. 6.10 Fulfillment of estimated profit. Applicable ü Inapplicable 6.11 Fulfillment of business plan. Applicable ü Inapplicable 6.12 Use of funds raised. ü Applicable Inapplicable Total funds raised ￥667 million Amount of funds raised already used this year ￥2.2 million Amount of funds raised already used cumulatively ￥634 million Project committed Amount to be invested Project Investment actually Proceeds Comply with progress plan & (￥10,000) changed or not made (￥10,000) (￥10,000) estimated proceeds or not T8 21,575.5 No 22,618 6,982 Yes T5 19,200 No 13,085 425 Yes Double loop 2,940 No 2,700 - Yes Test center 2,962 No 3,314 - Yes Three kilns 2,920 No 3,332 - Yes Tube-pulling No - Yes 2,944 2,345 production line Filament and lead 2,950 No 4,806 - Yes Power facilities 2,900 No 2,880 - Yes Environment & No - Yes 2,800 2,863 fire-fighting Current funds 5,500 No 5,500 - - Total 66691.5 63,443 7,407 - Notes for failure to meet the progress plan and All above projects have been completed. There are still parts of funds for T5 left, which estimated proceeds (itemized) will be used by the company at the proper time based on the market situation. Change of project. Applicable üInapplicable 6.13 Project by funds not raised. ü Applicable Inapplicable Name of project Amount of project Progress of project Proceeds of project Spark plug Planned to invest ￥50 million ￥440,000 invested -- Kinescope for visual intercom doorbell Planned to invest ￥10million ￥40,000 invested -- Ordinary bulb Planned to invest ￥88.9 million ￥39.77 million invested ￥12.73 million Miniature automotive lamp Planned to invest ￥36 million ￥2.8 million invested ￥900,000 Various lighting accessories Planned to invest ￥50 million ￥1.18 million invested ￥380,000 Energy -saving lamps Planned to invest ￥100 million ￥26.93 million invested ￥8.62 million Fluorescent lamps Planned to invest ￥205 million ￥60.28 million invested ￥19.29 million Auxiliary facilities Planned to invest ￥26.95 million ￥39.45 million invested -- Golden halogen lamps Planned to invest ￥37.72 million ￥15.75 million invested ￥5.04 million 6.14 Notes of the Board of Directors to the “Non-standard Opinion” of the certified public accountants’office. Applicable ü Inapplicable 6.15 Business plan of the Board of Directors in the year to come (if any). Applicable ü Inapplicable Profit estimation of the year to come (if any) Applicable ü Inapplicable 6.16 Draft plan for profit distribution and share transfer from capital surplus of the Board of Directors this time. The net profit of FSL audited by Zhengzhong Zhujiang Certified Public Accountants, Guangdong in 2004 is RMB 231,479,786.57, and the profits available for distribution to shareholders this year after deducting 10% of legal surplus, 10% of public welfare funds and 5% of arbitrary earned surplus is RMB 250,786,793.18 (including RMB 77,176,953.25 as the undistributed profits of last year) Based on 358,448,259 shares of capital stock at the end of 2004, the Board of Directors of the company will distribute RMB 4.80 (including the tax. Dividends for B share shall be paid after being converted into HK dollar) as the cash dividend for every 10 shares to all shareholders of A and B shares. The total dividend actually paid is RMB 172,055,164.32, and the remaining RMB 78,731,628.86 will be carried forward to the next year for distribution. There is no increase of capital stock by surplus in 2004. The cash dividend paid to shareholders of B share shall be converted into HK dollars by the middle rate between RMB and HKD declared by the Bank of China on the first business day after the resolution of the Shareholders’General Meeting. This draft distribution plan shall be implemented so long as it is examined and passed in the Shareholders’General Meeting. During this report period, the company has earned the profits but has no draft distribution plan for cash profits. Applicable ü Inapplicable §7. Significant events. 7.1 Purchase of assets. Applicable ü Inapplicable 7.2 Sales of assets. Applicable ü Inapplicable 7.3 Significant security Applicable ü Inapplicable 7.4 Significant joint transaction. 7.4.1 Related sales and purchase ü Applicable Inapplicable Related party Sell products and provide labor to Purchase products & get labor from related party related party Transaction amount % of amount in Transaction amount % of amount in same transaction same transaction Prosperity Lamps 28,896,384.92 2.37% 12,383,011.45 2.02% Hangzhou 4,837,646.15 0.40% — — Prosperity Hangzhou Times 4,281,225.64 0.35% 53,695.73 0.01% Prosperity Electrical 4,113,440.96 0.34% — — Nanjing Prosperity 911,511.36 0.07% — — Osram 5,424,117.98 0.44% — — Total 48,464,327.01 3.97% 12,436,707.18 2.03% • The company has paid RMB 1,627,575.10 to Prosperity Lamps as the service charge for the importation of equipment, making up 3% of the price of such equipment. 7.4.2 Related creditor’s rights and debts Applicable ü Inapplicable 7.5 Trust of assets ü Applicable Inapplicable Borrower Amount Term Annual Interest interest rate received Tianyuan Pharmaceutical Co., Ltd., Zhejiang 10,000,000.00 2004.9.13 –2005.9.13 8% 207,790.01 During the report period, the company has entrusted China Everbright Bank to grant a loan of RMB 10 million to Tianyuan Pharmaceutical Co., Ltd., Zhejiang for a term of one year from Sep. 13, 2004 to Sep., 13, 2005 at the interest rate of 8%. As at Dec. 31, 2004, the company has received the interest from the entrusted loan of RMB 207,790.01. 7.6 Performance of committed events. Applicable ü Inapplicable 7.7 Significant suit or arbitration. Applicable ü Inapplicable 7.8 Performance of duties of the independent director. Liang Zhen, Wu Jianhong and Chen Ziyun, the independent directors of the company, have carefully performed their duties as the independent directors since they took their posts. They have attended all eight board meetings held this year, made the preparations and studies before hand after receiving the notice, and fully put forward their personal opinions to earnestly maintain the overall interests of the company. Attendance of independent directors to the board meetings: Name of independent Board meeting held this Attend in Attend by Absence Remark directors year person proxy Liang Zhen 8 7 1 0 Wu Jianhong 8 8 0 0 Chen Ziyun 8 8 0 0 §8. Report of the Board of Supervisors The Board of Supervisors thinks that the Board of Directors and the management personnel of the company have carried out the production and operation strictly according to the laws, that the financial report of the company has truly reflected the financial situation and business results of the company, that the funds raised by the company have been applied in the committed projects, that the company has neither transaction for purchase and sales of assets nor the related transaction during the report period, and that the company hasn’t granted any foreign security, or had any of its funds occupied by the related party. §9. Financial Report 9.1 Audit opinion By auditing the financial report of 2004 of the company, Zhengzhong Zhujiang Certified Public Accountants, Guangdong and KPMG Certified Public Accountants in HK have issued the standard audit report without any reservation signed by their certified public accountants. 9.2 Balance sheet, income statement and cash flow statement (attached) of the company. 9.3 No change on the accounting policy, accounting estimation and auditing method compared with the last annual report. 9.4. Compared with the last annual report, FSL Modern Lamps Co., Ltd. has been included in the consolidation scope as the subsidiary. Foshan Electrical and Lighting Co. Ltd. Board of Directors Mar. 23, 2005 Foshan Electrical and Lighting Company Limited Financial statements for the year ended 31 December 2004 (Prepared under International Financial Reporting Standards) (Expressed in Renminbi Yuan) Consolidated income statement for the year ended 31 December 2004 Note 2004 2003 Rmb Rmb Revenue 2 1,219,922,140 1,016,750,204 Cost of sales (830,229,143) (637,119,027) Gross profit 389,692,997 379,631,177 Other operating income 4 9,776,840 2,959,140 Selling expenses (44,827,482) (49,106,285) Administrative expenses (64,977,399) (70,210,222) Other operating expenses 5 (7,807,142) (8,312,301) Profit from operations 281,857,814 254,961,509 Financial income 7 14,982,067 26,986,557 Financial expenses 8 (6,078,110) (1,170,614) Share of loss of associate (382,010) (1,230,357) Profit before taxation 290,379,761 279,547,095 Income tax expense 9(a) (60,560,601) (44,950,019) Profit after taxation 229,819,160 234,597,076 Minority interests (894,024) (36,968) Profit for the year 19 228,925,136 234,560,108 =========== ========== Basic earnings per share 23 0.64 0.65 =========== ========== There are no income or expense other than those recognised in the above consolidated income statement for the current and prior years. Therefore, no separate statement of recognised gains and losses has been prepared. Foshan Electrical and Lighting Company Limited Financial statements for the year ended 31 December 2004 (Prepared under International Financial Reporting Standards) (Expressed in Renminbi Yuan) Consolidated balance sheet at 31 December 2004 Note 2004 2003 Rmb Rmb ASSETS Non-current assets Property, plant and equipment 10 663,275,937 689,072,275 Lease prepayments 11 166,722,508 113,668,395 Construction in progress 12 118,662,455 56,099,424 Investment in an associate 13 - 27,808,546 Other investments 14 114,313,326 97,504,443 Deferred tax assets 15 8,644,105 10,766,710 1,071,618,331 994,919,793 ------------------- ------------------- Current assets Other investments 14 117,217,865 107,713,721 Inventories 16 162,368,390 117,529,504 Trade receivables 227,104,336 155,795,799 Deposits, prepayments and other receivables 17 59,582,402 22,586,554 Cash and cash equivalents 18 903,206,569 1,033,027,503 1,469,479,562 1,436,653,081 ------------------- ------------------- Total assets 2,541,097,893 2,431,572,874 =========== =========== Foshan Electrical and Lighting Company Limited Financial statements for the year ended 31 December 2004 (Prepared under International Financial Reporting Standards) (Expressed in Renminbi Yuan) Consolidated balance sheet at 31 December 2004 (continued) Note 2004 2003 Rmb Rmb EQUITY, MINORITY INTERESTS AND LIABILITIES Capital and reserves Share capital 358,448,259 358,448,259 Share premium 1,186,000,059 1,186,000,059 Other reserves 727,438,672 663,399,735 19 2,271,886,990 2,207,848,053 ------------------- ------------------- Minority interests 6,830,075 5,236,051 ------------------- ------------------- Current liabilities Trade payables 107,977,494 89,538,128 Taxation 9(c) 18,511,550 6,518,649 Accruals and other payables 20 78,844,550 71,644,836 Salaries, bonus and staff welfare payables 57,047,234 50,787,157 262,380,828 218,488,770 ------------------- ------------------- Total equity, minority interests and liabilities 2,541,097,893 2,431,572,874 =========== =========== Approved and authorised for issue by the board of directors on 23 March 2005 ) ) ) Directors ) ) Foshan Electrical and Lighting Company Limited Financial statements for the year ended 31 December 2004 (Prepared under International Financial Reporting Standards) Consolidated statement of cash flows for the year ended 31 December 2004 (Expressed in Renminbi Yuan) Note 2004 2003 Rmb Rmb Rmb Rmb Operating activities Profit before taxation 290,379,761 279,547,095 Adjustments for: - Provision for doubtful debts 3,942,751 - - Dividends income (2,705,303) (2,163,070) - Interest income (11,584,297) (10,782,610) - Loss on disposal of property, plant and equipment 4,862,782 7,871,889 - Depreciation and amortisation 116,122,632 96,317,233 - Revaluation of investments held for trading to fair value (310,457) (8,759,325) - Write off and provision for diminution in value of investments available-for-sale 1,710,000 - - Loss/(gain) on disposal of investment in an associate and other investments 1,967,096 (5,281,552) - Share of loss of an associate 382,010 1,230,357 Operating profit before working capital changes carried forward 404,766,975 357,980,017 Foshan Electrical and Lighting Company Limited Financial statements for the year ended 31 December 2004 (Prepared under International Financial Reporting Standards) (Expressed in Renminbi Yuan) Consolidated statement of cash flows for the year ended 31 December 2004 (continued) Note 2004 2003 Rmb Rmb Rmb Rmb Operating profit before working capital changes brought forward 404,766,975 357,980,017 Increase in inventories (44,838,886) (16,465,653) Increase in trade receivables (74,620,810) (47,740,339) Increase in deposits, prepayments and other receivables (37,997,017) (1,629,550) Increase/(decrease) in trade payables 18,439,366 (3,691,733) Increase in accruals and other payables 7,199,714 11,816,351 Increase in salaries, bonus and staff welfare payables 6,260,077 2,234,243 Cash generated from operations 279,209,419 302,503,336 PRC tax paid (46,445,095) (66,734,039) Cash flows from operating activities carried forward 232,764,324 235,769,297 Foshan Electrical and Lighting Company Limited Financial statements for the year ended 31 December 2004 (Prepared under International Financial Reporting Standards) (Expressed in Renminbi Yuan) Consolidated statement of cash flows for the year ended 31 December 2004 (continued) Note 2004 2003 Rmb Rmb Rmb Rmb Cash flows from operating activities brought forward 232,764,324 235,769,297 Investing activities Return of cost of investment - 2,581,973 Interest received 11,584,297 10,782,610 Dividends received 2,705,303 2,163,070 Purchase of property, plant and equipment (19,116,185) (15,868,612) Increase in lease prepayments (55,528,716) (4,117,339) Increase in construction in progress (140,671,135) (141,294,513) Purchase of investments (104,262,100) (98,954,396) Proceeds from disposal of investment in an associate and other investments 102,008,970 21,213,607 Proceeds from disposal of property, plant and equipment 4,880,507 3,351,604 Cash flows from investing activities (198,399,059) (220,141,996) Balance carried forward 34,365,265 15,627,301 Consolidated statement of cash flows (Expressed in Renminbi Yuan)for the year ended 31 December 2004 (continued) Note 2004 2003 Rmb Rmb Rmb Rmb Balance brought forward 34,365,265 15,627,301 Financing activities Dividends paid (164,886,199) (150,548,269) Capital injection by minority shareholders 700,000 50,000 Cash flows from financing activities (164,186,199) (150,498,269) Net decrease in cash and cash equivalents (129,820,934) (134,870,968) Cash and cash equivalents at 1 January 1,033,027,503 1,167,898,471 Cash and cash equivalents at 31 December 18 903,206,569 1,033,027,503 =========== =========== Foshan Electrical and Lighting Company Limited Financial statements for the year ended 31 December 2004 (Prepared under International Financial Reporting Standards) (Expressed in Renminbi Yuan)Net impact of IFRS adjustments on the consolidated results and shareholders’funds prepared under PRC accounting regulations Financial statements for the year ended 31 December 2004 Profit after tax Shareholders’funds 2004 2003 2004 2003 As reported in statutory financial statements prepared under PRC accounting regulations 231,479,787 226,325,007 2,255,936,502 2,189,239,189 Adjustments to align with IFRS (i) Deferred taxation (2,122,605) (642,488) 8,644,105 10,766,710 (ii) Net unrealised (loss)/gain of investments held for trading carried at fair value (535,771) 9,605,549 9,069,778 9,605,549 (iii) Realised gain of investments held for trading - (2,309,852) - - (iv) Write back of over-accrued interest expenses - 1,581,892 - - (v) Write off debts forgiven 103,725 - - - (vi) Others - - (1,763,395) (1,763,395) As reported pursuant to IFRS 228,925,136 234,560,108 2,271,886,990 2,207,848,053 ========== ========== =========== =========== 23