南玻Ａ(000012)南玻Ｂ2005年年度报告摘要（英文）

CSG HOLDING CO., LTD. 2005 ANNUAL REPORT SUMMARY CEO:ZENG NAN March 2006 CSG Holding Co., Ltd. 2004 Annual Report Summary §1 Important Notice 1.1 The board of directors, the supervisory committee, all directors and supervisors and the senior management of CSG Holding Co., Ltd. (hereinafter referred to as the Company) hereby confirms that there are no fictitious statements, serious misleading or important omissions information carried in this report, and shall take all responsibilities, jointly and severally, for the truthfulness, accuracy and completeness of the whole contents. The 2005 annual report summary is abstracted from the full text of annual report. And the investors are suggested to read the full text of the Annual Report to understand more details. 1.2 No director, supervisors and senior executives 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 All directors attended the Board meeting. 1.4 Pricewaterhouse Coopers CPAs issued standard unqualified Auditor’s Report for the Company. 1.5 Chairman of the Board of the Company Mr. Chen Chao, CEO Mr. Zeng Nan and Chief financial supervisor Mr. Luo Youming hereby confirm that the Financial Report of the Annual Report is true and complete. §2 Company Profile 2.1 Basic information Short form of stock Southern Glass A, Southern Glass B Stock code 000012, 200012 Listed stock exchange Shenzhen Stock Exchange Registered address and office address CSG Building, No.1, 6th Industrial Road, Shekou, Shenzhen, China Post code 518067 Internet web site http://www.csgholding.com E-mail csg@csgholding.com 2.2 Contact person and method Secretary of the Board of Directors Securities Affairs Representative Name Wu Guobin Li Tao Address CSG Building, No.1, 6th Industrial Road, CSG Building, No.1, 6th Industrial Road, Shekou, Shenzhen, China Shekou, Shenzhen, China Telephone (86) 755-26860666 (86) 755-26860666 Fax (86) 755-26692755 (86) 755-26692755 E-mail securities@csgholding.com securities@csgholding.com -1- CSG Holding Co., Ltd. 2004 Annual Report Summary §3 Summary of Accounting Data and Financial Indexes 3.1 Major accounting data Unit: RMB’000 Increase/Decrease 2005 2004 over last year (%) 2003 Sales 2,293,980 1,849,421 24.04 1,320,900 Gross profit 731,651 629,005 16.32 475,369 Net profit 318,660 337,806 -5.67 202,632 Net cash from 896,741 530,905 68.91 394,075 operating activities Increase/Decrease from the end of At the end of 2005 At the end of 2004 previous year (%) At the end of 2003 Total assets 5,524,264 4,729,642 16.80 3,526,990 Shareholders’ equity 2,487,091 2,328,068 6.83 2,132,202 3.2 Major financial indexes Unit: RMB Increase/Decrease 2005 2004 over last year (%) 2003 Earnings per share 0.31 0.50 -38.00 0.30 Return on equity (%) 12.81 14.51 -1.70 9.50 Net cash flows from 0.88 0.78 12.82 0.58 operating activities per share Increase/Decrease from the end of At the end of 2005 At the end of 2004 previous year (%) At the end of 2003 Equity per share 2.45 3.44 28.78 3.15 3.3 Difference on net profit as audited by Chinese Accounting Standard (CAS) and International Accounting Standard (IAS) √ Applicable □ Inapplicable Unit: RMB’000 CAS IAS Net profit 316,412 318,660 Recognition of deferred income tax 2,192 Derecognition of deferred pre-operating expenses and other assets 1,741 Explanation on difference Reversal of amorstisation of goodwill and derecognition of negative goodwill (1,685) -2- CSG Holding Co., Ltd. 2004 Annual Report Summary §4 Changes in Share Capital and Particulars about Shareholders 4.1 Statement of change in share capital Unit: Share Before the change Increase / Decrease in the period After the change Capitalization Capitalization of of public Amount Proportion public reserve Amount Proportion reserve I Unlisted shares 270,756,873 40.00% 135,378,437 135,378,437 406,135,310 40.00% i Promoters’ shares Including: State-owned shares 87,175,364 12.88% 43,587,682 43,587,682 130,763,046 12.88% Domestic legal person’s shares 155,151,225 22.92% 77,575,613 77,575,613 232,726,838 22.92% Foreign legal person’s shares - - - - - - Others - - - - - - ii Raised legal person’s shares 28,430,284 4.20% 14,215,142 14,215,142 42,645,426 4.20% iii Inner employees’ shares - - - - - - iv Preference shares or others - - - - - - II Listed shares 406,218,543 60.00% 203,109,271 203,109,271 609,327,814 60.00% i Ordinary RMB shares 107,165,997 15.83% 53,582,998 53,582,998 160,748,995 15.83% ii Domestically listed foreign shares 299,052,546 44.17% 149,526,273 149,526,273 448,578,819 44.17% iii Overseas listed foreign shares - - - - - - iv Others - - - - - - III Total shares 676,975,416 100.00% 338,487,708 338,487,708 1,015,463,124 100.00% 4.2 Statement of shares held by the top ten shareholders and the top ten shareholders of circulating share Total number of shareholders at the end of the year 60,294 Particulars about shares held by the top ten shareholders: Number of Amount of share Total amount non-circulating pledged or Name of shareholders Nature of share-holders Proportion of shares held shares held frozen Yiwan Industrial Development (Shenzhen) Co., 12.98 131,847,550 131,847,550 0 Ltd. China North Industries Corporation State-owned shareholder 12.88 130,763,046 130,763,046 0 Xin Tong Chan Development (Shenzhen) Co., Ltd. 12.12 123,124,507 123,124,507 0 China Merchants (Glass Industry) Holding Co., Foreign shareholder 1.63 16,522,902 0 Unknown Ltd. Xuanwei Co., Ltd. Foreign shareholder 0.84 8,500,060 0 Unknown Shenzhen Yuquan Investment Co., Ltd. 0.81 8,239,294 0 0 KGI Asia Limited Foreign shareholder 0.59 5,996,695 0 Unknown China Merchants Securities Co., Ltd. 0.56 5,713,325 5,713,325 3,514,512 Deutsche Bank AG London Foreign shareholder 0.43 4,383,395 0 Unknown Jing, Ning Foreign shareholder 0.40 4,060,000 0 Unknown -3- CSG Holding Co., Ltd. 2004 Annual Report Summary Particulars about the shares held by the top ten shareholders of circulating share: Holding shares at Type of Name of shareholders the year-end shares (share) China Merchants (Glass Industry) Holding Co., Ltd. 16,522,902 B-share Xuanwei Co., Ltd. 8,500,060 B-share Shenzhen Yuquan Investment Co., Ltd. 8,239,294 A-share KGI Asia Limited 5,996,695 B-share Deutsche Bank AG London 4,383,395 B-share Jing, Ning 4,060,000 B-share Barings (Ireland) SA the Atlantis China Fund Plc 3,499,891 B-share Guotai Junan Securies Hong Kong Limited 3,393,663 B-share TOYO Securities Asia Limited-A/C Client 2,937,471 B-share Naito Securities Co., Ltd. 2,470,560 B-share Explanation on associated relationship There existed the associated relationship between Yiwan Industrial among the top ten shareholders or Development (Shenzhen) Co., Ltd., Xin Tong Chan Development (Shenzhen) consistent action Co., Ltd. and Xuanwei Co., Ltd., which controlled by Shenzhen International Holdings Limited. Except for this, there is no associated relationship had been found among the other shareholders. 4.3 Particulars about holding shareholders and actual controller of the Company 4.3.1 Particulars about change in holding shareholders and actual controller of the Company □ Applicable √ Inapplicable 4.3.2 Introduction of especial situation for holding shareholder and actual controller The actual controller of the Company is Shenzhen International Holdings Limited established in Bermuda in November 1989, which listed in main board of Hong Kong Exchanges and Clearing Co., Ltd.. Chairman of the Board: Li Heihu The Group, comprising the company and its subsidiaries and associates, is principally engaged in the provision of total logistics and transportation ancillary services as well as investment, operation and management of related assets and projects. 4.3.3 Property right and controlling relationship between the actual controller of the Company and the Company is as follows: Shenzhen International Holdings Limited 100% 100% Yiwan Industrial Development (Shenzhen) Co., Ltd. Xin Tong Chan Development (Shenzhen) Co., Ltd. 12.98% 12.12% CSG Holding Co., Ltd. -4- CSG Holding Co., Ltd. 2004 Annual Report Summary §5 Director, Supervisor and Senior Executive 5.1 Particulars about changes in shares held by directors, supervisors and senior executives Draw the Total Remuneration Share Remuneration from other Shares held at drew shareholder held at the the Reason of (RMB’0000) units or Name Title Sex Age Term office year-begin year-end change associates Chen Chao Chairman of the Board Male 50 2005/4~2008/4 - - - 0 Yes Zeng Nan Director / CEO Male 61 2005/4~2008/4 67,680 101,520 Increasing 79.73 of capital No reserve Long Long Independent Director Male 50 2005/4~2008/4 - - - 5.00 No Yan Ganggang Independent Director Male 46 2005/4~2008/4 - - - 5.00 No Zhang Jianjun Independent Director Male 41 2005/4~2008/4 - - - 5.00 No Zhou Daozhi Director Male 56 2005/4~2008/4 - - - 0 No Li Jingqi Director Male 49 2005/4~2008/4 - - - 0 Yes Guo Yongchun Director Male 38 2005/4~2008/4 - - - 0 Yes Liu Jun Director Male 42 2005/4~2008/4 - - - 0 Yes Jiao Zhiren Chairman of the Male 59 2005/4~2008/4 - - - 0 Supervisory Committee No Yang Hai Supervisor Male 44 2005/4~2008/4 - - - 0 No Zhao Xijun Supervisor Male 37 2005/4~2008/4 - - - 25.82 No Ke Haiqi Vice president Male 40 2005/4~2008/4 - - - 59.57 No Luo Youming Chief Financial officer Male 43 2005/11~2008/4 - - - 38.11 No Zhang fan Vice president Male 40 2005/11~2008/4 - - - 57.91 No Wu Guobin Vice president / Male 41 2005/4~2008/4 - - - 46.55 Secretary of the Board No of Directors Total 322.69 － §6 Report of the Board of Directors 6.1 Discussion and analysis of the operation In 2005, the Company’s high quality float glass, top grade deep-processing glass and fine glass and micro-electronics three large industries which have been formed leading advantage and had high complementarities had played a constructive role in withstand operating risks and difficulties in individual industry. The float glass industry occurred significant turnover and the price dropped sharply due to rapidly and continuously expansion in previous three years, the Company still realized performance of rapid increase in sales income and steady relatively in net profit. The Company totally realized sales amounting to RMB 2.294 billion and gross profit amounting to RMB 0.732 billion, and increased respectively 24.04% and 16.32% against the corresponding period of last year. The Company realized net profit amounting to RMB 0.319 billion, decreased 5.67% over last year but increased 57.26% over the same period of 2003, and gained new high net cash inflows from operating activities amounting to RMB 0.897 billion in latest year and kept top in the industries. The Company gave priority to operating traditional glass manufacturing in the past, now overspread and expended into hi-tech new type industries like high quality float glass, environmental energy-saving constructive glass, display parts and micro-electronics, photovoltaic solar energy, etc., which development strategy has made obvious results. Float glass industry: The Company keep on going high end route, implement diversity operating strategy and improve the proportion of high extra-value products in float glass products. At the same time, the Company adopted active and efficient measures to save energy, reduce consumption, increase rate of finished products, reduce cost and increase the competitive power. Engineering glass industry: Tianjin’s product line put into production successfully, it means that the Company’s engineering glass industry take an important step forward. With the increase of capacity, use of new technology and promote of new products, the Company’s high quality deep-processing glass has further improved its competitive in the market, maintained those products to keep the number one brand and market share in domestic -5- CSG Holding Co., Ltd. 2004 Annual Report Summary market continuously. Due to significant technologic progress of energy-saving glass in civil construction, the Company has started to arrange and nurture the market of civil construction with demand of Chinese energy saving policy. This market would supply huge developing space for engineering glass industry of the Company. Fine glass and micro-electronics industry: The accomplishment of the 2nd phase production-expanding project of CF (Color Filter) has expanded the production scale of CF, decreased the cost and improved the possible of getting profit on this project. By reason of successively expansion of market share, improvement of rate of finished products and fast and efficient service, the CF products of the Company owned strong competitiveness, also supply situations for the further development of this project. The Company’s ITO glass still kept big scale of produce & sale and good possible of getting profit in the market. With the market came better, the possible of getting profit of electronic component and structural ceramics articles products of the Company have been improved. Solar energy industry: Because energy supply in the world is nervous gradually, government made the national policy to construct economy society. The Company made the plan for entering the solar energy industry according policy on energy-saving and renewable energy sources promulgated by China. The Company established Dongguan Green Energy Industrial Park in September 2005, which would be a milestone in developing history of the Company and would produce important effect on the industrial structure and operation scale of the Company. 6.2 Sales classified according to products: Unit: RMB’000 2005 2004 Sales of glass products 2,120,626 1,599,900 Sales of ceramics products 68,963 59,037 Sales of properties 73,574 160,762 Glass installation service revenue 30,817 29,722 Total 2,293,980 1,849,421 6.3 Sales classified according to location: Unit: RMB’000 2005 2004 PRC 1,968,365 1,672,889 United States 74,634 33,884 Australia 47,015 36,638 Others 203,966 106,010 Total 2,293,980 1,849,421 6.4 Application of the raised proceeds □ Applicable √ Inapplicable Particulars about the changed projects □ Applicable √ Inapplicable 6.5 Application of the proceeds not raised through shares offering √ Applicable □ Inapplicable Unit: RMB’0000 Projects Amount Progress Earnings Project of top grade special 73,000 The two production lines of this project had been The project had made net profit float glasses project in lighted successfully respectively in November amounting to RMB 70,550,000 by Guangzhou CSG. 2004 and February 2005 with capacity over the end of the report period. 360,000 tons every year. Project of Chengdu CSG 68,000 The two production lines of the project have Still exists trial production period Glass Industry Base. been lighted successfully respectively in December 2005 and February 2006, the capacity would come up over 360,000 tons of high quality float glass every year after putting into production. At present, the 1st production line has entered the stage of trial production and it estimated to completely put into production the middle of 2006. -6- CSG Holding Co., Ltd. 2004 Annual Report Summary Project of Guangzhou CSG 25,000 the project has been rebuilt into Dongguan Green Still under preparation Engineering Glass. Energy Industrial Park, the company was named as Dongguan CSG Enineering Glass Co., Ltd.. The project is in progress nowadays and estimated to put into production at the end of 2006. Project of solar energy super 15,000 The project is in progress nowadays and Still under preparation white electronic glass. estimated to put into production at the end of 2006. The project of solar energy 20,200 The project exists in the stage of preparation and Still under preparation battery. estimate to put into production in the beginning of 2007. The project of 3rd phase of 4,800 The 1st phase and 2nd phase of CF have been put In 2005 the project of CF realized CF. into production respectively in July 2004 and net profit amounting to RMB 46.32 May 2005, monthly output amounts to 40,000 at million. present. The 3rd phase is in progress and estimated to put into production in June 2006. Total 206,000 -- -- 6.6 Explanation of the Board of Directors on the “Qualified Opinion” made by the CPAs □ Applicable √ Inapplicable 6.7 The preplan of profit distribution and capitalization of capital public reserve of the Board of Directors √ Applicable □ Inapplicable As audited by Pricewaterhouse Coopers Zhong Tian CPAs Co., Ltd., the net profit of the Company was RMB 317,023,914. The Board of Directors proposed to make profit distribution as follows: 10% of the net profit is to be withdrew as statutory common reserve fund amounting to RMB 31,702,391 and 5% of the net profit is to be withdrew as statutory public welfare fund amounting to RMB 15,851,196. Based on the total share capital of 1,015,463,124 shares at the end of 2005, the dividends will be distributed to the whole Shareholders in cash at the rate of RMB 1.80 for every 10 shares (including tax), and the totally amounts of cash dividends is RMB 182,783,362.The aforesaid profit distribution preplan should be submitted to the 2005 Shareholders’ General Meeting for examination. The Company didn’t appropriate share distribution preplan though the Company achieved the profit in the report period □ Applicable √ Inapplicable §7 Significant Events 7.1 Purchase of assets □ Applicable √ Inapplicable 7.2 Sales of assets □ Applicable √ Inapplicable 7.3 Significant guarantees √ Applicable □ Inapplicable -7- CSG Holding Co., Ltd. 2004 Annual Report Summary Unit: RMB’0000 Guarantee of the Company for the controlling subsidiaries Total amount of guarantee for controlling subsidiaries in the report period 139,072 Balance of guarantee for controlling subsidiaries at the end of the report period 99,162 Particulars about the guarantee of the Company(Including the guarantee for the controlling subsidiaries) Total amount of guarantee 99,162 Proportion of the total guarantee in net assets of the Company (%) 40.05% Including: Total amount of the guarantee for shareholders, actual controller and correlated 0 parties The debts guarantee amount provided for the guarantee of which the assets-liability 58,143 ratio exceeded 70% Total amount of guarantee in net assets of the Company exceeded 50% 0 Total amount of guarantee aforesaid 58,143 7.4 Current related credits and liabilities 7.4.1 Related sale and purchase □ Applicable √ Inapplicable 7.4.2 Related credits and liabilities current □ Applicable √ Inapplicable Use of funds and plan on paying off the debt □ Applicable √ Inapplicable The plan could be settled down use of funds before the end of 2006 totally or not □ Yes □ No √ Inapplicable 7.5 Entrusted assets management □ Applicable √ Inapplicable 7.6 Implementation of commitments 7.6.1 Commitment on Share Merger Reform 1. The Content of the commitment After the recommendation of China Merchants Securities Co., Ltd, the Company publicized the Explanations on Share Merger Reform of CSG Holding Co., Ltd on 1 March 2006 and published its summary in Securities Times, China Securities and Shanghai Securities. Non-circulating shareholders of the Company committed in Explanations on Share Merger Reform of CSG Holding Co., Ltd: (i) Since the implementation of Share Merger Reform, no transaction or transfer in the market within 12 months. (ii) The original non-circulating shareholders whose total stock exceeds 5% sells the original non-circulating shares in listed transaction on Shenzhen Stock Exchange after the expiration of the above 1st item and the sales proportion of the total shares of the Company will not exceed 5% in 12 months and 10% in 24 months. 2. Implementation of commitments -8- CSG Holding Co., Ltd. 2004 Annual Report Summary The aforesaid commitments need to communicate with circulating shareholders, and implement according to the communications and correlated Shareholders’ Meetings. 3. Commitment violation □ Applicable √ Inapplicable 7.6.2 Other Commitments □ Applicable √ Inapplicable 7.7 Significant lawsuit and arbitrations □ Applicable √ Inapplicable §8. Report of the Supervisory Committee □Applicable √Inapplicable §9. Financial Report 9.1 Auditor’s opinions Auditor’s opinions: standard unqualified auditor’s opinions 9.2 Financial statement 9.2.1 Balance Sheet -9- CSG Holding Co., Ltd. 2004 Annual Report Summary CSG HOLDING CO., LTD. CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2005 2005 2004 RMB’000 RMB’000 ASSETS Non-current assets Property, plant and equipment 4,392,810 3,608,271 Land use rights 158,954 130,846 Intangible assets 13,451 5,505 Available-for-sale financial assets 9,078 9,078 Deferred income tax assets 3,227 1,035 4,577,520 3,754,735 Current assets Inventories 217,412 150,517 Properties held for sale 93,507 150,532 Trade and other receivables 350,188 286,057 Derivative financial instruments 3,416 7,847 Pledged bank deposits 54,458 72,505 Cash and cash equivalents 227,763 307,449 946,744 974,907 Total assets 5,524,264 4,729,642 EQUITY Capital and reserves attributable to equity holders of the Company Share capital 1,015,463 676,975 Other reserves 935,869 1,226,857 Retained earnings 535,759 424,236 2,487,091 2,328,068 Minority interest 239,819 128,362 Total equity 2,726,910 2,456,430 LIABILITIES Non-current liabilities Borrowings 913,987 562,150 Current liabilities Trade and other payables 807,705 447,906 Current tax liabilities 24,217 26,464 Borrowings 1,049,203 1,236,692 Derivative financial instruments 2,242 - 1,883,367 1,711,062 Total liabilities 2,797,354 2,273,212 Total equity and liabilities 5,524,264 4,729,642 -10- CSG Holding Co., Ltd. 2004 Annual Report Summary 9.2.2 Income Statement CSG HOLDING CO., LTD. CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 2005 2004 RMB’000 RMB’000 Sales 2,293,980 1,849,421 Cost of sales (1,562,329) (1,220,416) Gross profit 731,651 629,005 Other gains, net 28,799 6,348 Selling and marketing costs (162,520) (122,291) Administrative expenses (118,416) (91,169) Other income 10,959 12,283 Other expenses (13,440) (4,861) Profit from operations 477,033 429,315 Finance costs, net (71,292) (31,189) Profit before income tax 405,741 398,126 Income tax expense (24,805) (30,463) Profit for the year 380,936 367,663 Attributable to: Equity holders of the Company 318,660 337,806 Minority interest 62,276 29,857 380,936 367,663 Earnings per share for profit attributable to the equity holders of the Company Basic (RMB cents per share) 31.38 33.27 -11- CSG Holding Co., Ltd. 2004 Annual Report Summary 9.2.3 Cash Flow Statement CSG HOLDING CO., LTD. CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 2005 2004 RMB’000 RMB’000 Cash flows from operating activities Cash generated from operations 1,011,314 600,158 Interest paid (86,413) (45,412) Income tax paid (28,160) (23,841) Net cash from operating activities 896,741 530,905 Cash flows from investing activities Purchase of property, plant and equipment (1,009,352) (1,057,622) Purchase of land use rights (32,588) (43,053) Purchase of intangible assets (63) (10,906) Proceeds from sale of property, plant and equipment 5,807 2,772 Interest received 1,541 1,709 Net cash used in investing activities (1,034,655) (1,107,100) Cash flows from financing activities Proceeds from borrowings 3,314,910 3,170,575 Repayments of borrowings (3,142,715) (2,327,952) Dividends paid to Company’s shareholders (166,802) (121,420) Dividends paid to minority shareholders (20,386) (11,726) Capital contributed by minority shareholders 69,245 18,986 Pledged bank deposits withdrawn/(placed) 18,047 (70,748) Net cash generated from financing activities 72,299 657,715 Net increase in cash and cash equivalents (65,615) 81,520 Cash and cash equivalents at beginning of year 307,449 213,859 Exchange (losses)/gains on cash (14,071) 12,070 Cash and cash equivalents at end of year 227,763 307,449 -12- CSG Holding Co., Ltd. 2004 Annual Report Summary 9.3 Explanation on changes of accounting policy, accounting estimation and settlement method compared with the latest annual report □Applicable √Inapplicable 9.4 Contents, correct amount, reason and its influence of significant accounting errors □Applicable √Inapplicable 9.5 Explanation on change of consolidated scope compared with the latest annual report √ Applicable □Inapplicable a. Adding Dongguan Solar Energy Glass Co., Ltd.: the said company was formally established on Oct.26, 2006 and by the end of the report period, it is still in preparation. b. CSG Shenzhen Weilight Coating Glass Co., Ltd.: the said company was merged into by its subsidiaries, that is Shenzhen Hongda Mirror Co., Ltd and CSG Shenzhen Safty Glass Co., Ltd, on May 12,2005. The debts and liabilities of the aforesaid companies will be transferred to CSG Shenzhen Weilight Coating Glass Co., Ltd. c. Adding Dongguan Solar Energy Glass Co., Ltd.: the said company was formally established on Nov.9, 2005 and by the end of the report period, it is still in preparation. Board of Directors of CSG Holding Co., Ltd. 17 March 2006 -13-