位置: 文档库 > 财务报告 > 苏常柴A(000570)苏常柴B2004年年度报告摘要(英文版)

苏常柴A(000570)苏常柴B2004年年度报告摘要(英文版)

薛西斯 上传于 2005-03-24 06:13
CHANGCHAI COMPANY, LIMITED SUMMARY OF ANNUAL REPORT 2004 §1. Important Notes 1.1 Board of Directors of the Changchai Company, Limited (hereinafter referred to as the Company) individually and collectively accept responsibility for the correctness, accuracy and completeness of the contents of this report and confirm that there are no material omissions nor errors which would render any statement misleading. 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 No director stated that they couldn’t ensure the correctness, accuracy and completeness of the contents of the Annual Report or have objection for this report. 1.3 Due to certain reasons, Director Mr.Xuo guojun and Xu zhenpin was absent from the Board meeting, and entrusted Director Mr. Shi Jianchun to attend and vote on his behalf. Director Mr. Yue lian was absent from the Board meeting without entrusting the other directors to vote on his behalf. 1.4 Horwath Hong Kong CPA Limited produced Auditors’ Report with qualified opinion for the Company; the investors are suggested to read the Financial Report enclosed in the full text of Annual Report to understand more details. 1.5 Person in charge of the Company Mr. Zhang Junyuan, person in charge of the accounting Mr. Xue Guojun and person in charge of handling accounting affairs Mr. Tang Jianzhong hereby confirm that the Financial Report enclosed in the Annual Report is accurate and complete. §2. Company Profile 2.1 Basic information Short form of the stock Suchangchai A, Suchangchai B Stock code 000570, 200570 Listed stock exchange Shenzhen Stock Exchange Registered address and office address No. 123, Huaide Middle Road, Changzhou, Jiangsu Post code 213002 Internet website of the Company http://www.changchai.com.cn E-mail of the Company cctqm@public.cz.js.cn 2.2 Contact person and method Secretary of the Board Securities affairs representative Name Shi Jianchun He Jianjiang Contact address No. 123, Huaide Middle Road, No. 123, Huaide Middle Road, Changzhou, Jiangsu Changzhou, Jiangsu Tel 86-519-6600448 86-519-6603656-3155 Fax 86-519-6630954 86-519-6630954 E-mail sjc000570@changchai.com Hjj000570@changchai.com §3. Summary of Accounting Data and Financial Indexes 3.1 Major accounting data (Unit: RMB) Increase/decre 2004 2003 ase over last 2002 year(%) Income from main operations 1,664,723,424.12 1,542,779,893.12 7.90 1,579,968,446.58 Total profit 48,267,440.92 35,698,344.13 35.21 -577,101,359.81 Net profit 46,034,180.58 54,347,089.30 -15.30 -477,475,855.99 Net profit after deducting 29,261,968.06 23,505,655.83 24.49 -465,368,723.11 non-recurring gains and losses Increase/decre At the end of At the end of ase from the At the end of 2004 2003 end of previous 2002 year(%) Total assets 1,854,577,041.70 1,944,525,309.92 -4.63 2,184,414,065.98 Shareholder’s equity (excluding 852,849,475.04 784,584,991.89 8.70 738,664,376.31 minority interests) Net cash flows from operating 151,065,776.75 187,763,577.90 -19.54 112,886,329.85 activities 3.2 Major financial indexes Increase/decrease 2004 2003 2002 over last year(%) Earnings per share (RMB) 0.12 0.15 -20% -1.28 Return on equity (%) 5.40 6.93 Down 1.53% -64.64 Return on equity as calculated based on net profit after deducting non-recurring 3.43 3.00 Up 0.43% -63.00 gains and losses (%) Net cash flows per share arising from 0.40 0.50 -20% 0.30 operating activities (RMB) At the At the Increase or decrease At the end of end of from the end of end of 2004 2003 previous year(%) 2002 Net assets per share (RMB) 2.28 2.10 8.57 1.97 Net assets per share after adjustment 1.85 1.67 10.78 1.82 (RMB) Items of non-recurring gains and losses √Applicable □Inapplicable Items of non-recurring gains and losses Amount (RMB) Subsidy income 814,437.23 Add: Profit of current assets -527,338.71 Add: Various non-operating income (deducting reserve for impairment losses switched back) 7,451,070.86 Add: Switching back various reserve for impairment losses allotted in the previous years 9,187,135.47 Add: Disposal of investee’s equity income 10,958,068.59 Less: Disposal of expenditure of fixed assets 1,168,476.30 Less: Non-operating expense 9,942,684.62 Total 16,772,212.52 3.3 Difference in net profit as audited by PRC Accounting Regulations and International Accounting Standards (IAS) √Applicable □Inapplicable Unit: RMB’000 CAS IAS Net profit 46,034 86,075 Net income due to sale of subsidiaries 35,983 Explanation on the difference Switching back losses occupied by minority shareholders 1,623 Switching back unrecognized investment losses 2,435 §4. Changes in Share Capital and Particulars about Shareholders 4.1 Statement of change in share capital (Unit: share) Increase / decrease Before the change After the change in this time (+, -) I. Unlisted shares 1. Sponsor’ s shares 153,160,000 153,160,000 Including: State-owned shares 153,160,000 153,160,000 Share held by domestic legal person Share held by foreign legal person Others 2. Raised legal person’ s shares 10,064,000 10,064,000 3. Inner employees’shares 4. Preference shares or others Total unlisted shares 163,224,000 163,224,000 II. Listed shares 1. RMB ordinary shares 111,025,551 111,025,551 2. Domestically listed foreign shares 100,000,000 100,000,000 3. Overseas listed foreign shares 4. Others Total listed shares 211,025,551 211,025,551 III. Total shares 374,249,551 374,249,551 4.2 Statement of shares held by the top ten shareholders and the top ten shareholders of circulating share Total 68,975 shareholders (53,040 shareholders of domestic share and Total shareholders at the end of report year 15,935 shareholders of foreign share) Particulars about shares held by the top ten shareholders Increase / Number Holding shares Proportion decrease in of share Nature of Name of Shareholder at the year-end in total Type of shares the report pledged shareholders (share) shares (%) year or frozen 1. CHANGZHOU STATE ASSETS State-owned 0 153,160,000 40.92 Non-circulating 0 ADMINISTRATIVE BUREAU shareholder 2. WUJIN DIESEL ENGINEER Legal person 0 5,330,000 1.42 Non-circulating 0 BLOCK FACTORY shareholder 3. BENNIU AGRICULTURAL Legal person 0 1,760,000 0.47 Non-circulating 0 MACHINERY FACTORY shareholder 4. HE YONG HANG +357,100 1,283,698 0.34 Foreign Circulating Unknown shareholder 5. DONGHAI SECURITIES CO., +1,074,200 1,074,200 0.29 Foreign Circulating Unknown LTD. shareholder 6. XU BIN SHENG Foreign 0 722,550 0.19 Circulating Unknown shareholder 7. CHEN YONG QUAN 663,695 0.18 Foreign Circulating Unknown shareholder 8. LIU DE DI 0 645,210 0.17 Circulating Circulating Unknown shareholder 9. LIU ZILI -50,229 587,071 0.16 Circulating Circulating Unknown shareholder 10. TOYO SECURITIES ASIA Foreign +10,000 565,900 0.15 Circulating Unknown LIMITED-A/C CLIENT shareholder Particulars about shares held by the top ten shareholders of circulation share Holding circulation shares at the Type of shares (A-share, B-share, Shareholders’name (full name) year-end (share) H-share and other) 1. HE YONG HANG 1,283,698 B-share 2. DONGHAI SECURITIES CO., LTD. 1,074,200 A-share 3. XU BIN SHENG 722,550 B-share 4. CHEN YONG QUAN 663,695 B-share 5. LIU DE DI 645,210 B-share 6. LIU ZILI 587,071 B-share 7. TOYO SECURITIES ASIA LIMITED-A/C 565,900 B-share CLIENT 8. SHEN YUAN QIN 537,800 B-share 9. LIV LY 487,600 B-share 10. YE HAI QIANG 430,000 B-share Explanation on associated relationship among the The Company was unknown whether there exists associated top ten shareholders of circulating share relationship and the consistent actionist regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies among the above shareholders. 4.3 Particulars about the holding shareholders and actual controller of the Company 4.3.1 Particulars about change in the holding shareholders and actual controller of the Company □Applicable √Inapplicable 4.3.2 Introduction of especial situation for holding shareholder and other actual controller Changzhou State Assets Administrative Bureau is the holding shareholder of the Company as non- legal person organ. Changzhou State Assets Administrative Bureau, the first largest shareholder, was changed as Changzhou State-owned Assets Investment Management Corporation due to reform of government organ, and the relevant procedure of change was still in process. 4.3.3 Property right and controlling relationship between the actual controller of the Company and the Company is as follows: Changzhou State-owned Assets Administrative Bureau 40.92% Changchai Company, Limited §5. Particulars About Director, Supervisor and Senior Executive 5.1 Particulars about changes in shares held by directors, supervisors and senior executives Holding Holding Reason of Name Title Sex Age Office term shares at the shares at the change year-begin year-end Zhang Junyuan Chairman of the Board Male 50 Jun. 2003- 0 0 Jun. 2006 Xue Guojun Director, General Manager Male 41 Jun. 2003- 0 0 Jun. 2006 Yue Lian Director Male 43 May 2004- 0 0 Jun. 2006 Shi Jianchun Director, Deputy General Male 42 Jun. 2003- 0 0 Manager, Secretary of the Jun. 2006 Board Zhu Xinmin Director, Deputy General Male 57 Jun. 2003- 0 0 Manager Jun. 2006 Xu Zhenping Director, Assistant General Male 48 Jun. 2003- 0 0 Manager Jun. 2006 Qian Shufa Independent Director Male 48 Jun. 2003- 0 0 Jun. 2006 He Yihua Independent Director Male 42 Jun. 2003- 0 0 Jun. 2006 Lu Gang Independent Director Male 40 Jun. 2003- 0 0 Jun. 2006 Lu Weimin Chairman of the Supervisory Male 50 May 2004- 0 0 Committee Jun. 2006 Ni Mingliang Supervisor Male 38 Jun. 2003- 0 0 Jun. 2006 Lu Zhonggui Supervisor Male 37 Jun. 2003- 0 0 Jun. 2006 Wu Keyun Supervisor Male 41 Jun. 2003- 200 200 Jun. 2006 Yan Gang Supervisor Male 47 Jun. 2003- 0 0 Jun. 2006 He Jianguang Chief Engineer Male 40 Jun. 2003- 0 0 Jun. 2006 5.2 Particulars about the position held by directors, supervisors in Shareholding Company □Applicable √Inapplicable 5.3 Particulars about the annual remuneration of directors, supervisors and senior executives Total annual payment RMB 1,645,300 Total annual payment of the top three directors drawing the RMB 656,300 highest payment Total annual payment of the top three senior executives RMB 653,900 drawing the highest payment Allowance of independent director RMB 20,000 per person/ year Other treatment of Independent Directors None Name of directors and supervisors received no payment or Director:Yue Lian allowance from the Company Supervisor:YanGang Payment Number of persons Over RM B 200,000 6 RMB 100,000~ RMB200,000 1 Under RMB100,000 3 §6. Report of the Board of Directors 6.1 Discussion and analysis to the whole operation in the report period In the report period, guided by “Structure adjustment and Benefit sales”, overcoming the adverse element tha t the market price of raw materials consistent ly increased by a big margin and the big influence caused by implementation of new Law on Road Traffic Safety on auxiliary agro- vehicle auxiliaries, through series of measures grasping new products development, increasing input of technology innovation, strengthening quality control, reinforcing market construction, implementing benefit sale, decreasing costs and increasing income, shrinking foreign investment in order etc., the Company consistently promoted economic operating quality of the Company, helped enterprise operation enter into benign track. Especially in the report period, shares of the Company were cancelled special treatment, and the company rewon the trust of vast shareholders and market. 6.2 Statement of main operations classified according to industries or products Classified according Income from main Cost of main Gross Increase/decrease in Increase/decrease Increase/decrea to industries or operations operations profit ratio income from main in cost of main se in gross products (%) operations over the operations over the profit ratio over last year (%) last year (%) the last year (%) Diesels and 1,472,859,558.0 1,664,723,424.12 11.53 7.90 11.60 -26.37 components 1 Including: related 56,916,409.80 50,353,947.75 11.53 -15.20 -11.70 -26.37 transactions Pricing rules for Pricing rules for related transactions are: to confirm the price of detailed related transactions referring to the market related transactions price of products in the same kind, in compliance with the principles of fairness, justness and openness. Necessity and All related transactions are normal sales of goods. durative of 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 56,916,409.80 in the report period. 6.3 Particulars about main operations classified according to areas Areas Income from main operations Increase/decrease in income (RMB) from main operations over the last year (%) East China 1,095,300,422.44 9.18 Northeast 125,046,412.36 -11.07 Southwest 126,157,652.80 18.33 Central China 140,002,164.80 33.33 North China 98,862,548.58 43.51 Northwest 35,973,913.56 -54.24 South China 127,649,355.76 138.96 6.4 Particulars about the customers of purchase and sales Total amount of purchase Proportion in the total 298,875,150.14 18.84% of the top five suppliers amount of purchase Total amount of sales of the Proportion in the total 539,630,466.10 31.47% 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) than that in the last year √Applicable □Inapplicable In the report period, due to sustaining rise in price of raw materials and accessories materials of steel and coke, the Company’ s purchasing cost has increased by a big margin compared with the last year, resulting in the Company’ s profitability capability of main operation has decrease. 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 6.13 Application of the no n-raised proceeds through shares offering □Applicable √Inapplicable 6.14 Explanation of the Board of Directors on the “Qualified Opinion” made by the Certified Public Accountants □Applicable √Inapplicable 6.15 Business plan as of the next year of the Board of Directors 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 domestic and oversea auditors as per Chinese Accounting Standard and International Accounting Standard respectively, the Company’s net profit in 2004 was RMB 46,034,180.58 and RMB 86,075 respectively. The total profit available for distribution in the consolidated statement as of the current year was RMB 138,544,514.60 and the profit available for distribution of the parent company was RMB 97,093,765.01. The Board of Directors decided neither to distribute profit nor convert capital public reserve into share capital in 2004. The aforesaid distribution preplan should be submitted to the 2004 Shareholders’ General Meeting for examination. The Company did not appropriate profit distribution preplan in cash though the Company achieved the profit in the report period √Applicable □Inapplicable The reasons why the Company did not appropriate share Usage and plan of undistributed profit distribution preplan though the Company achieved the profit in the report period The Company occurred the huge financial deficits in Putting into technology renovation 2001 and 2002, through two-year adjustment, the R&D expenses of new products Company has been cancelled special transaction of “ST”, and the capital situation was rather tight. §7. Significant Events 7.1 Purchase of assets □Applicable √Inapplicable 7.2 Sales of assets √Applicable □Inapplicable Other party of the Date of Sales price Net profit of the Gains/losses Related Assets Debts and transaction and sale sold assets arising from transaction ownership Liability assets sold contributed to the the sale or not involved involved in listed company in assets the assets from year-begin to transferred transferred the date of sale or not or not Assignee: Jan. 15, RMB 0 0 No Yes Yes Changzhou Roller 2004 900,000 Plant Co., Ltd. Assets sold: 15% equity of Changzhou Vehicle Co., Ltd. The influence on the continuity of business and the stability of Management Team of the Company due to sale of assets: Changzhou Vehicle Co., Ltd. is controlling subsidiary of the Company. After the transfer, the consolidated scope of the Company’ s statements was changed, which impacted no influence on the business continuity of the parent company. 7.3 Significant guarantees √Applicable □Inapplicable Unit: RMB’0000 Particulars about the external guarantee of the Company (excluding the guarantee for the controlling subsidiaries) Date of happening Complete Guarantee for Name of guaranteed Amount of Term of (date of Type of guarantees Implementation related parties or objects guarantees guarantees agreement or not not (yes or no) signing) Changzhou Tractor 8800 Credit Aug. 21, 1998- Remaining RMB Aug. 21, 1998 No Plant Nov. 30, 2006 5,500 Changzhou Gear Plant 2000 Credit May 28, 2004- M ay 28, 2004 No No Mar. 26, 2005 Changzhou Gear Plant 3000 Credit Jun. 16, 2004- Jun. 16, 2004 No No Jun. 15, 2005 Shangdong Shuangli 3000 Credit Mar. 6, 2002- Mar. 6, 2002 No No Group Co., Ltd. Mar. 5, 2009 Changzhou Weite 1360 Credit Jun. 10, 2003- Jun. 10, 2004 No No Mechanism Plant Jun. 10, 2004 Total amount of guarantee in the report period 6715 Total balance of guarantee at the end of the report period 15795 Guarantee of the Company for the controlling subsidiaries Total amount of guarantee for controlling subsidiaries in the report period 950 Total balance of guarantee for controlling subsidiaries at the end of period 950 Particulars about the total amount of the guarantee (Including the guarantee for controlling subsidiaries) Total amount of the guarantee 16745 The proportion of the total amount of guarantee in the net assets of the 19.63% Company Particulars about the guarantees out of line Total amount of guarantee for other related parties, which the Company or 0 controlling shareholders held less than 50% The debts guarantee amount provided for the guarantee of which the assets 0 –liability ratio exceeded 70% Proportion of total amount of guarantee in net assets of the Company No exceeded 50% (Yes or No) Total amount of guarantee out of line 0 7.4 Current related transactions 7.4.1 Related sale and purchase √Applicable □Inapplicable Unit: RMB’0000 Related parties Selling products and providing Purchasing products and accepting service to related parties service from related parties Amount of Proportion in Amount of Proportion in transaction amount of the transaction amount of the congener congener transactions transactions Changchai Group Co., Ltd. 5691.64 3.32% 0 Total 5691.64 3.32% 0 7.4.2 Related Credits and Liabilities current √Applicable □Inapplicable Unit: RMB’0000 Related parties Providing capital to related parties Providing capital to the listed company by related parties Amount occurred Balance Amount occurred Balance Changchai Group Co., Ltd. -1814.63 6508.58 Changchai Group Import & 667.64 8232.17 Export Corp. Changchai Industrial -39.59 1249.29 General Company Fuji Changchai Robin Fuel 4.24 5.10 Energy Co., Ltd. Total -1186.58 15990.04 4.24 5.10 Including: In the report period, the amount of the capital of the listed company provided for controlling shareholders and its subsidiaries was RMB –1186.58, and the balance was RMB 15990.04. 7.5 Entrusted assets management □Applicable √Inapplicable 7.6 Implementation of commitments □Applicable √Inapplicable 7.7 Significant lawsuits and arbitrations √Applicable □Inapplicable In the report period, the accumulative amount of the lawsuits and arbitrations involved by the Company was RMB51,536,500 taking 6.04 % the total amount of net assets at the end of the report period. The involved lawsuits and arbitrations were prosecuted by the Company because the opposing party could not repay funds timely that they should pay the Company. The detailed matters are as follows: Name of defendants Date of accepting Name of lawsuit & arbitration Involved sum & hearing organ (RMB’0000) 1. Tongshan County Tengyu Jun. 27, 2001 Changzhou Intermediate 493.06 Farm Trade Centre People’s Court 2. Nanjing Jinwa Jul. 9, 2002 Changzhou Intermediate 1,419.00 Share-holding Co., Ltd. People’s Court 3. Shandong Hongli Group Jun. 27, 2001 Changzhou Intermediate 1,436.00 Co., Ltd. People’s Court 4. Anhui Tangshan Hongda Jan. 5, 2001 Changzhou Intermediate 202.17 Farm Company People’s Court 5. Heihongjiang Fujin Apr. 19, 2004 Changzhou Intermediate 1603.42 Tractor Plant People’s Court Total 5153.65 I. Particulars about the lawsuits: i) Items 1-4 had been explained with detail by the Company in the 2003 Annual Report. ii). Heihongjiang Fujin Tractor Plant owed Changchai Group Co., Ltd. with the loan amounting to RMB 16034173.82. The Changchai Group Co., Ltd. entrusted the Company to withdrawal the arrearage which be used to commute the arrearage Changchai Group Co., Ltd. should pay the related parties of the Company. On Mar. 8, 2004, the Company sued to Changzhou Intermediate People ’ s Court (hereinafter referred to as the Court), the Court heard this case publicly on Apr. 19, 2004 and judged the defendant Heihongjiang Fujin Tractor Plant to pay RMB 16034173.82 for the Company. On May 18, 2004 Changzhou Intermediate People ’ s Court sent the enforcement circular to Heihongjiang Fujin Tractor Plant, afterward, the Court auctioned 22,180,214 state-owned legal person’s shares of Huayuan Kaima Co., Ltd. after evaluation held by Heihongjiang Fujin Tractor Plant, due to no transaction occurred after three-time auction, the Court took RMB 15,747,952 after discount of the said equity to commute to the Company. The Company has fulfilled the transfer procedure of the said equity and deducted the fund amounting to RMB 15,747,952 which Changcha i Group Co., Ltd. should pay for the related parties of the Company. II. Particulars about the progress of lawsuits: i). Anhui Tangshan Hongda Farm Plant has entered into the procedure of bankruptcy, the Company has applied on the credit right. 7.8 Partic ulars about the performance of obligations of Independent Directors Name of Times that should Times of Times of Times of Remark Independent be attend the personal commission absence Directors Board meeting presence presence Qian Shuhua 5 4 1 0 Due to business He Yihua 5 4 1 0 Due to business Lu Gang 5 5 0 0 §8. Report of the Supervisory Committee The Supervisory Committee considered that the Company could operate according to laws with normal financial position and purchasing and sales of assets and related transactions could be all implemented according to the legal procedures. §9. Financial Report 9.1 Auditing opinion Horwath Hong Kong CPA Limited produced Auditors’Report with qualified opinion for the Company 9.2 Financial statements of comparative consolidation and parent company (Attached) 9.3 In the report period, there was no change in accounting policy, accounting estimate and calculation method. 9.4 In the report period, on Jan. 15, 2004, the Company signed the Equity Transfer Agreement with Changzhou Roller Co., Ltd., and agreed to transfer 15% equity from 50% equity of Changzhou Vehicle Co., Ltd. to Changzhou Roller Co., Ltd. at the transfer price of RMB 900,000. Changzhou Vehicle Co., Ltd., which was originally controlling subsidiary of the Company and was in the scope of the consolidated statements, would not be listed into the scope after the transfer in the report year. Board of Directors of Changchai Company, Limited Mar. 24, 2005 CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 (Amounts expressed in thousands of RMB, except earnings per share) 2004 2003 RMB’000 RMB’000 Turnover 1,664,723 1,542,780 Cost of sales (1,473,114) (1,321,041) Gross profit 191,609 221,739 Other operating income 9,925 25,147 Selling expenses (59,134) (75,307) General and administrative expenses (97,661) (100,369) Other operating expenses - (14,452) Profit from operations 44,739 56,758 Finance costs, net (8,652) (16,992) Share of profits/(losses) from associates 1,089 (1,294) Other investment income 13,641 1,170 Gain on disposal of property, plant and equipment 401 290 Impairment loss on property, plant and equipment reversed 430 1,241 Gain on disposal of a subsidiary 35,983 6,732 Other expenses, net (3,922) (8,028) Profit from ordinary activities 83,709 39,877 Taxation (150) (395) Net profit after taxation 83,559 39,482 Minority interests 1,975 3,150 Net profit after taxation and minority interests 85,534 42,632 Profit per share – Basic RMB0.23 RMB0.11 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2004 (Amounts expressed in thousands of RMB) 2004 2003 RMB’ 000 RMB’000 Assets and liabilities Non-current assets Land use rights 59,640 61,113 Property, plant and equipment 441,801 504,539 Construction in progress 70,568 74,881 Interests in associates 10,798 9,751 Other long-term investments 132,624 116,876 715,431 767,160 Current assets Inventories 308,583 245,480 Value-added tax recoverable 18,490 13,556 Due from CGC 77,579 96,121 Due from related parties 82,322 87,745 Trade and other receivables 232,714 349,895 Prepayments 12,291 24,027 Pledged bank deposits 57,658 36,804 Cash and cash equivalents 370,298 339,633 1,159,935 1,193,261 Total assets 1,875,366 1,960,421 CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2004 (Amounts expressed in thousands of RMB) 2004 2003 RMB’ 000 RMB’000 Capital and reserves Share capital 374,250 374,250 Reserves 478,000 392,466 852,250 766,716 Minority interests 7,901 9,876 Non-current liabilities Borrowings – long term portion 8,500 37,500 Current liabilities Borrowings 342,825 433,675 Other payables, advances from customers and accruals 205,150 217,279 Tax payable 4,913 3,413 Dividends payable 3,040 3,040 Due to related parties - 12,082 Notes and trade payables 450,787 476,840 1,006,715 1,146,329 Total equity and liabilities 1,875,366 1,960,421 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’EQUITY FOR THE YEAR ENDED 31 DECEMBER 2004 (Amounts expressed in thousands of RMB) Reserves Statutory Statutory Retained surplus public earnings/ Share Capital reserve welfare (accumulated Total Total capital reserve fund fund losses) reserves equity RMB’ 000 RMB’ 000 RMB’ 000 RMB’ 000 RMB’ 000 RMB’ 000 RMB’ 000 Balance at 1 January 2003 374,250 694,182 89,467 89,467 (523,282) 349,834 724,084 Net profit for the year - - - - 42,632 42,632 42,632 Profit appropriations - statutory surplus reserve fund - - 4,015 - (4,015) - - - statutory public welfare fund - - - 4,015 (4,015) - - Transfer from Reserve - (529,317) (396) (396) 530,109 - - Balance at 31 December 2003 374,250 164,865 93,086 93,086 41,429 392,466 766,716 Net profit for the year - - - - 85,534 85,534 85,534 Profit appropriations - statutory surplus reserve fund - - 3,557 - (3,557) - - - statutory public welfare fund - - - 3,557 (3,557) - - Balance at 31 December 2004 374,250 164,865 96,643 96,643 119,849 478,000 852,250 CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 (Amounts expressed in thousands of RMB) 2004 2003 RMB’ 000 RMB’000 Operating activities Operating profit before taxation 83,709 39,877 Adjustments for: Share of results of associates (1,089) 1,294 Interest income (2,588) (1,452) Interest expenses 23,579 26,181 Depreciation and amortisation 45,226 48,509 Gain on disposal of a subsidiary (35,983) (6,732) Gain on disposal of property, plant and equipment (401) (290) Provision for bad and doubtful debts (reversed) / made (4,686) 5,795 Provision for / (release of) inventories 7,546 (8,160) Release of impairment loss on property, plant and equipment and construction in progress (430) (1,241) Construction in progress written off 3,165 - Cash flows before changes in working capital 118,048 103,781 (Increase) / decrease in inventories (88,964) 30,101 Decrease / (increase) in due from CGC 18,542 (60,301) Net decrease in trade and other receivables, amounts due from related parties, and prepayments 87,811 129,269 Net increase / (decrease) in amounts due to related parties, notes and trade payables, tax payable, advances from customers, other payables and accruals 33,304 (25,494) Cash generated from operations 168,741 177,356 Interest paid (23,579) (26,181) Income tax paid (612) (1,213) Income tax refunded 612 - Net cash generated from operating activities 145,162 149,962 CONSOLIDATED CASH FLOW STATEMENT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2004 (Amounts expressed in thousands of RMB) 2004 2003 RMB’ 000 RMB’000 Investing activities Disposal of subsidiaries, net of cash disposed of 277 (719) Acquisition of property, plant and equipment (2,936) (6,072) Expenditures for construction in progress (8,223) (7,195) Decrease in amounts due to associates 42 - Increase in pledged bank deposits (20,854) (26,011) Purchase of long-term investments (15,748) - Proceeds from disposal of property, plant, equipment and land use rights 3,057 7,800 Interest received 2,588 1,452 Net cash used in investing activities (41,797) (30,745) Financing activities Proceeds from bank loans 405,700 615,920 Repayment of bank loans (478,400) (756,065) Net cash used in financing activities (72,700) (140,145) Net increase / (decrease) in cash and cash equivalents 30,665 (20,928) Cash and cash equivalents, beginning of year 339,633 360,561 Cash and cash equivalents, end of year 370,298 339,633