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