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[ Annual Report ] |
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| Name |
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Date |
| 2004 Third Quarter Report |
Shanghai Worldbest Co., Ltd
2004 Third Quarter Report
§1 Important Notice
1.1 The Board of the Company and the directors guarantee that there is no false record, misleading statement or serious omission in the contents of this report and the Board will be solely or jointly liable for the authenticity, precision and integrity of the report.
1.2 Director Chen Yongming asked for leave for other engagement, Independent Director Xu Duanfu asked for leave because of illness, they were not able to attend the 7th Session of the 3rd Board of Directors .
1.3 The third quarter report of the Company has not been audited.
1.4 The Chairman of the Board of the Company Mr. Sun Ying ,General Manager Mr. Zhu Chunlin , Chief Accountant Mr.Zhan Changqin and Manager of Accounting Department Mr. Li Yufeng declared to guarantee the authenticity and integrity of the financial report in the quarter report.
§2 Company Profile
2.1 Introduction of Basic Information
Stock Abbreviation Worldbest A Share Original abbreviation (if there was)
Stock Code 600094
Stock Exchange Shanghai Stock Exchange
Stock Abbreviation Worldbest B Share Original abbreviation (if there was)
Stock Code 900940
Stock Exchange Shanghai Stock Exchange
Board Secretary Auth.Rep. of Securities Affairs
Name Zhang Lesheng Xue Yubao
Contact address 31F,China Merchants Tower, No161 Lujiazui Rd (E) ,Pudong, Shanghai 31F,China Merchants Tower, No161 Lujiazui Rd (E) ,Pudong, Shanghai
Phone number 021-58799888 (operator) 021-58799888 (operator)
Fax number 58825887 58825887
E-mail address lesheng411@worldbest.sh.cn swc07@sohu.com
2.2 Main Financial Data and Indices
2.2.1 Main accounting data and financial indices
Currency : RMB
End of this reporting period End of last year period Increase or decrease(%)
Total assets 6,103,180,451.26 5,615,608,658.98 8.68
Shareholders’ equity (excluding minority shareholders’ equity) 1,586,322,416.58 1,566,174,602.82 1.29
Net assets per share 3.226 3.185 1.29
Net assets per share after adjustment 3.170 3.151 0.60
Reporting period(From July to Sept) Beginning of the year till the end of the reporting period (Jan to Sept) Increase or decrease this reporting period to same period last year (%)
Net cash flow from operation( RMB) 52,987,527.43
Basic earnings per share (RMB/share) 0.008 0.075 -77.78
Return rate of net assets (%) 0.26 2.33 -0.91
Return rate of net assets deducting non-recurring profit and loss(%) -0.39 1.28 -1.42
Non-recurring loss and gains Amount (RMB)
Profit and loss from the settlement of long-term share equity investment, fixed assets, project under construction, intangible assets and other long-term assets 3,298,750.06
Various kinds of governmental subsidies 2,303,758.05
Loss and gains of short term investment 3,737,844.00
Loss and gains from entrusted investment 2,312,782.35
The non-operation income and expenditure deducting the assets depreciation reservation in accordance with the stipulations of enterprise accounting system. 2,366,960.18
The bad account reservation accrued in previous year and returned this reporting year 2,701,220.74
Total 16,721,315.38
2.2.2 Income Statement ( unaudited ,Unit: RMB)
Item Line This reporting period(July to Sept) Same period last year(July to Sept)
Consolidated ParentCompany Consolidated Parent Company
1.Income from primary business 1 1,250,033,279.36 242,210,532.44 990,274,184.86 190,347,461.75
Less:Cost of primary business 2 1,152,246,057.71 230,201,095.74 880,511,007.48 172,142,036.78
Taxes and additional of primary business 3 1,034,680.08 152,059.99 781,752.47
2.Primary business profits 4 96,752,541.57 11,857,376.71 108,981,424.91 18,205,424.97
Add: profits from other business 5 8,939,627.36 784,181.13 6,738,105.72 2,604,130.47
Less: operation cost 6 39,242,424.67 1,358,929.53 26,151,815.47 1,166,174.28
Management cost 7 38,369,675.31 10,363,929.13 36,131,062.31 9,715,899.79
Financial cost 8 35,253,012.00 12,606,410.35 27,334,919.50 11,375,993.78
3. Operation profit 9 -7,172,943.05 -11,687,711.17 26,101,733.35 -1,448,512.41
Add: return on investment 10 13,357,440.91 15,923,509.96 3,760,611.47 18,866,939.69
Income from subsidies 11 179,457.00
Non-operating income 12 6,023,490.63 70,145.16 1,873,764.75 657,489.24
Less: Non-operating expense 13 896,899.33 205,921.72 1,700,903.70 380,445.58
4.Total profits 14 11,490,546.16 4,100,022.23 30,035,205.87 17,695,470.94
Less: income tax 15 3,603,704.78 2,921,567.89
Minority shareholders’ profit and loss 16 3,786,819.15 9,418,167.04
5.Net Profits 17 4,100,022.23 4,100,022.23 17,695,470.94 17,695,470.94
Income Statement ( unaudited ,Unit: RMB)
Item Line Beginning of this year to this reporting period(Jan to Sept) Same period last year(Jan to Sept)
Consolidated ParentCompany Consolidated Parent Company
1.Income from primary business 1 3,468,417,231.27 645,281,233.23 2,809,194,402.28 557,311,866.23
Less:Cost of primary business 2 3,143,516,553.71 607,652,885.17 2,540,899,253.82 506,037,549.25
Taxes and additional of primary business 3 3,722,609.47 197,564.20 1,725,387.06 24,210.29
2.Primary business profits 4 321,178,068.09 37,430,783.86 266,569,761.40 51,250,106.69
Add: profits from other business 5 23,247,958.06 4,170,703.00 18,218,670.68 5,664,082.03
Less: operation cost 6 103,469,739.91 4,014,313.28 67,517,656.42 3,661,378.16
Management cost 7 119,102,447.73 34,617,037.07 103,461,068.73 33,228,918.61
Financial cost 8 95,452,024.09 36,511,229.50 70,962,163.40 29,630,121.08
3. Operation profit 9 26,401,814.42 -33,541,092.99 42,847,543.53 -9,606,229.13
Add: return on investment 10 38,614,770.07 71,020,147.68 16,856,268.63 50,498,043.88
Income from subsidies 11 3,849,213.83 624,781.00
Non-operating income 12 6,941,045.70 177,835.88 6,767,424.98 686,500.68
Less: Non-operating expense 13 2,869,455.06 659,150.66 3,964,752.17 1,454,834.58
4.Total profits 14 72,937,388.96 36,997,739.91 63,131,265.97 40,123,480.85
Less: income tax 15 8,854,402.52 10,735,578.25
Minority shareholders’ profit and loss 16 27,085,246.53 12,272,206.87
5.Net Profits 17 36,997,739.91 36,997,739.91 40,123,480.85 40,123,480.85
2.3 Table of top ten marketable shareholders
Unit:Share
Number of shareholders at the end of the reporting period (Shareholder) 89294 Shareholders (of which 54491 were A shareholders,34803 were B shareholders.)
Top ten shareholders
Name of shareholders(full name) The amount of marketable shares hold at the period end Category (A,B,H share or others)
SKANDIA GLOBAL FUNDS PLC 2,019,450 B SHARE
MA YONG YUAN 1,070,577 A SHARE
ZHUO WU JUN 852,200 A SHARE
DEBORAH WANG LIN 709,500 B SHARE
NAITO SECURITIES CO.,LTD 579,501 B SHARE
HKIT S/A 006-113039-431 463,000 B SHARE
QI JIAN LINAG 450,000 B SHARE
TANG WEI XING 441,551 B SHARE
VEC-BVI LTD 440,700 B SHARE
YU ZHONG DE 421,000 B SHARE
§3 Management Discussion and Analysis
3.1 Brief analysis of the general situation of the operation of the Company within the reporting period
From January to September this year, the market competition of the Company’s primary business chemical industry and chemical fiber industry was very fierce., and the price of chemical industry raw material increased a lot because of the increasing oil price, while the increase of the price of products could not match that, the compnay’s chemical fiber enterprise meet the same situation. The state macro control policy and the lack of electricity also influenced the normal production and operation of the Company.Confronted with the hard market situation, the Company strengthened the management of the raw material purchase, actively explored the market, continuously develop the new popular products and to some extent offset various negative influences. From January to September this year, the Company achieved the revenue of primary business RMB 3,468,417,200 increased by 23.47% over the same period last year, achieved net profit RMB 36,997,700, decreased by 7.79% over the same period last year.
3.1.1 The primary business or products accounting for more than 10% of the primary business income or primary business profit
vsuitable ?unsuitable
Unit: RMB
Industry Primary business income Primary business cost Gross margin (%)
1.Chemicals 513,668,668.28 494,555,915.83 3.72
2.Chemical Fiber 228,465,190.74 209,912,113.32 8.12
3.Pharmaceutical 68,407,082.57 55,076,639.37 19.49
4.Construction material 58,920,152.90 42,375,598.77 28.08
5.Paper Products 51,785,524.23 40,143,481.21 22.48
6. Trade 271,415,738.80 257,150,821.11 5.26
Of which: related transaction 4,849,746.97 3,883,295.37 19.93
3.1.2 The seasonal or periodic characteristic of the operation of the Company
?suitablevunsuitable
3.1.3 Within the reporting period, the composition of profits (the percentage of primary business profits, other business profits, period expense, income on investment, income from subsidies and non-operating balance of payment accounting for the total profits and the explanation of the big change compared with the last reporting period.)
vsuitable ?unsuitable
Within the reporting period, the primary business profit of the Company decreased ,which caused large decrease of the total profit ,while the indices of the profit from other business, the period cost and the investment income were relatively stable, therefore the proportion of the three indices accounting for the total profit increased a lot within this reporting period over the last reporting period.
Within the reporting period the proportion of the income from subsidies accounting for the total profit decreased because the Company received more science and technology subsidies during the last reporting period.
Within the reporting period the proportion of non operation net income accounting for the total profit increased because the Company received more non operation income such as compensation within the reporting period.
3.1.4 Explanation for the important changes of primary business and its structure compared
with the last reporting period.
?suitable vunsuitable
3.1.5 Explanation for major changes of profitability of primary businesses(gross margin)
over last year
vsuitable ?unsuitable
Within the reporting period, the average gross margin of the Company was 7.82%, decreased 2.42% compared with 10.24% of the last reporting period. The major reason was that the increased influence by the state macro control policy to the enterprises , the price of upper reaches chemical industrial raw material increased too fast because of the fluctuation of oil price and the market demand was sluggish and some of the enterprise reduced the production because of the lack of electricity. The aforesaid reasons caused the gross margin of the chemical industry and chemical fiber products which constitutes the primary business of the company decreased, the gross margin of chemical products decreased from 6.29% to 3.72%; the gross margin of the chemical fiber products decreased from 12.49% to 8.12%.
3.2 The explanation of Important issues and its influence and the resolving plan
vsuitable ?unsuitable
1. The Company’s General Manager meeting reviewed and decided to transfer its 60% of equity of Shanghai Hua di Real Estate Co.,Ltd. See “Shanghai Securities” , Sept.16th,2004.
2.The entrusted loan:
(1)The Company’s subsidiary Yangzhou Worldbest Co.,Ltd entrusted HuaXia Bank Beijing Dengshikou Branch to issue loan to Beijing Bohong Real Estate Development Co.,Ltd. The amount was RMB 20 million. The term was from March 10,2003 to Feb 17,2005.The annual interest rate was 7.137%.The issue of the loan has been approved by the resolutions of the board meeting of the company.
(2)The Company’s subsidiary Changzhou Worldbest Radici Co.,Ltd. entrusted HuaXia Bank Beijing Dengshikou Branch to issue loan to Beijing Bohong Real Estate Development Co.,Ltd., the term of RMB 12 million was from Dec 26,2002 to Dec 26,2004;the term of RMB 15million was from Dec 27,2002 to Dec 27,2004. The annual interest rate was 7.137%.The issue of the loan has been approved by the board meeting of the company.
(3) The Company’s subsidiary Nantong Huatong Chemical Fiber Co.,Ltd. entrusted HuaXia Bank Beijing Dengshikou Branch to issue loan to Beijing Bohong Real Estate Development Co.,Ltd..The amount was RMB 30 million. The term was from Dec 2,2002 to Dec 2,2004. The annual interest rate was 6%. The issue of the loan has been approved by the board meeting of the company.
3. Important external guarantee issues (excluding the guarantee for the controlled subsidiaries.)
vsuitable ?unsuitable
Unit: 0’000 Yuan
Guaranteed party Date( Date of contract) Amount Category Beginning date Ending date Whether it is accomplished(Y/N) Whether it is a related party guarantee(Y/N)
Sinotex United Import andExport Co.,Ltd 2004-3-27 4900 Joint liability guarantee 2004.3.27 2005.3.26 N N
Shanghai FeiLe Co.,Ltd . 2004-9-29 2500 Joint liability guarantee 2004.9.29 2005.9.28 N N
2004-9-29 2040 Joint liability guarantee 2004.9.29 2005.8.28 N N
2004-3-25 2000 Joint liability guarantee 2004.3.25 2005.3.25 N N
2004-5-10 6300 Joint liability guarantee 2004.5.10 2005.5.10 N N
2004-6-18 2400 Joint liability guarantee 2004.6.18 2004.12.15 N N
2004-4-26 1500 Joint liability guarantee 2004.4.26 2005.4.26 N N
2004-4-26 1500 Joint liability guarantee 2004.4.26 2004.10.27 N N
China Textile Machinery (Group)Co.,Ltd 2004-2-25 10000 Joint liability guarantee 2004.2.25 2005.2.24 N N
Shanghai Waigaoqiao Free Trade Zone DevelopmentCo.,Ltd 2003-12-13 USD353 Joint liability guarantee 2003.12.13 2004.12.13 N N
2003-12-3 USD98 Joint liability guarantee 2003.12.3 2004.12.2 N N
2004-3-26 2000 Joint liability guarantee 2004.3.26 2005.3.26 N N
2004-3-30 3000 Joint liability guarantee 2004.3.30 2005.3.30 N N
2004-5-13 5000 Joint liability guarantee 2004.5.13 2005.5.13 N N
2004-7-5 5000 Joint liability guarantee 2004.7.5 2005.6.25 N N
2004-7-5 4500 2004.7.5 2005.7.1
Suzhou Agro-Chemical products Co.,Ltd. 2003-3-19 1000 Joint liability guarantee 2003.3.19 2004.12.4 N Y
2004-6-16 1000 2004.6.16 2005.1.10 N Y
2004-5-8 105 2004.5.8 2004.11.7 N Y
Anqiu Lu’an Pharmaceutical Co.,Ltd. 2002-12-23 160.02 Joint liability guarantee 2002.12.23 2005.5.10 N N
2002-12-23 60.01 Joint liability guarantee 2002.12.23 2004.11.10 N N
2002-12-23 84 Joint liability guarantee 2002.12.23 2005.11.10 N N
2002-12-23 96.01 Joint liability guarantee 2002.12.23 2005.11.10 N N
3.3The explanation of the change of accounting policies, estimates, scope of consolidation
and major accounting mistake .
vsuitable ?unsuitable
Within the reporting period ,the Company transferred 60% of equity of Shanghai Huadi Real estate Co.,Ltd. and completed the transaction on Sept.17,200.. Since then, the accounting statement of the company will not be included in the consolidated scope.
3.4 The relative explanation made by the BoD and BoS of audited report with “ unstandard
opinion”
? suitable vunsuitable
3.5 Forecast of loss of the reporting period or big changes of the accumulated profits compared
with the last reporting period and the explanations.
?suitable vunsuitable
3.6 The adjustment of the publicized annual business plan or budget of the Company
? suitable vunsuitable
Shanghai Worldbest Co.,Ltd
Chairman of the Board Sun Yin
Oct 26th, 2004
Balance Sheet
Unit:RMB Currency: RMB Before audited
Item End of term Beginning of term
Parent Co. Consolidated Parent Co. Consolidated
Current assets:
Cash 1 353,573,608.82 119,385,759.78 444,140,259.55 148,452,315.51
Short-term investment 2 134,206,608.01 130,809,487.36
Notes receivable 3 51,894,373.91 11,502,737.65 144,035,042.93 33,193,325.91
Dividends receivable 4 12,011,108.68 24,500,031.35 2,963,478.39 26,310,018.35
Interests receivable 5 1,248,975.00
Accounts receivable 6 339,702,630.70 55,460,458.28 285,759,152.67 27,504,124.83
Other receivables 7 264,147,876.32 539,167,411.88 139,966,107.48 463,394,446.51
Advances to suppliers 8 225,512,731.24 54,600,696.87 72,957,917.35 6,248,801.07
Subsidiaries receivable 9 37,472,138.48 11,373,862.50 65,506,068.13 259,764.97
Inventories 10 699,607,242.46 156,339,352.86 538,502,464.28 103,535,886.34
Deferred charges 11 9,112,609.90 3,457,365.18 3,015,969.88 1,191,056.78
Long-term investments maturing within one year 21
Other current assets 24
Total current assets 30 2,128,489,903.52 975,787,676.35 1,827,655,948.02 810,089,740.27
Long-term investments:
Long-term equity investments 31 744,151,313.29 1,858,157,649.28 721,777,611.44 1,787,759,074.33
Long-term investments in debentures 32 3,000.00 3,000.00
Total long-term investments 33 744,154,313.29 1,858,157,649.28 721,780,611.44 1,787,759,074.33
Including: Differences on consolidation 34 10,840,948.39 11,828,347.34
Fixed assets:
Fixed assets - cost 39 3,066,794,712.40 700,797,613.16 2,896,081,924.88 713,909,740.76
Less: Accumulated depreciation 40 956,266,139.32 229,547,785.21 852,095,553.69 219,254,891.41
Fixed assets – net value 41 2,110,528,573.08 471,249,827.95 2,043,986,371.19 494,654,849.35
Less: Provision for impairment of fixed assets 42 23,158,960.16 17,752,229.60 23,177,682.17 17,770,951.61
Fixed assets – written-down value 43 2,087,369,612.92 453,497,598.35 2,020,808,689.02 476,883,897.74
Goods and materials for construction 44 1,250,772.55 8,319,516.27
Construction in progress 45 1,060,517,779.65 59,502,665.18 952,049,253.60 41,133,031.68
Disposal of fixed assets 46
Total fixed assets 50 3,149,138,165.12 513,000,263.53 2,981,177,458.89 518,016,929.42
Intangible assets and other assets:
Intangible assets 51 67,758,923.52 4,650,000.00 71,538,733.53 5,325,000.00
Long-term deferred charges 52 13,639,145.81 13,455,907.10
Other long-term assets 53 311,013,126.22 269,602,648.16
Total intangible assets and other assets 54 81,398,069.33 315,663,126.22 84,994,640.63 274,927,648.16
Deferred tax:
Deferred tax charges 55
Total assets 60 6,103,180,451.26 3,662,608,715.38 5,615,608,658.98 3,390,793,392.18
Current liabilities:
Short-term borrowings 61 2,468,613,963.73 1,209,180,000.00 1,906,967,094.86 1,032,113,600.00
Notes payable 62 180,053,325.49 104,000,000.00 88,671,700.00 50,711,700.00
Accounts payable 63 333,614,245.41 12,396,050.97 272,172,137.79 11,644,582.47
Advances from customers 64 88,815,151.20 12,433,957.44 63,308,077.65 4,604,913.29
Accrued payroll 65 7,662,575.85 4,933,189.58
Accrued welfare charges 66 11,559,452.13 481,988.79 7,302,055.07 383,149.75
Dividends payable 67 5,551,962.89 13,203,065.08
Interest payable 68
Taxes payable 69 1,297,209.34 -4,006,675.49 23,222,191.69 5,127,105.89
Other payables to government authority 70 516,854.27 365,692.22 611,684.20 343,796.46
Other payables 71 149,741,575.87 267,337,160.76 222,731,402.68 186,608,646.39
Accrued expenses 72 21,414,680.03 94,536.22 9,656,227.08 293,633.37
Contingent liabilities 73
Deferred income 74
Long-term liabilities due within one year 78 20,000,000.00 479,261,959.00 195,600,000.00
Other current liabilities 79
Total current liabilities 80 3,288,840,996.21 1,602,282,710.91 3,092,040,784.68 1,487,431,127.62
Long-term liabilities:
Long-term loans 81 818,504,322.60 487,000,000.00 591,297,131.00 365,000,000.00
Debentures payable 82
Long-term accounts payable 83 24,848,547.56 19,582,333.21 2,034,000.00
Special accounts payable 84 15,721,163.06
Other long-term liabilities 85
Total long-term liabilities 87 843,352,870.16 487,000,000.00 626,600,627.27 367,034,000.00
Deferred tax: 88
Deferred tax credits 89
Total liabilities 90 4,132,193,866.37 2,089,282,710.91 3,718,641,411.95 1,854,465,127.62
Minority shareholders’ equity 91 384,664,168.31 330,792,644.21
Shareholders’ equity:
Paid-in capital 92 491,754,000.00 491,754,000.00 491,754,000.00 491,754,000.00
Capital reserve 93 739,535,941.55 739,535,941.55 739,535,941.55 739,535,941.55
Revenue reserve 94 195,079,481.09 128,864,088.90 195,079,481.09 128,864,088.90
Including: Public welfare fund 95 74,832,461.73 51,338,360.01 74,832,461.73 51,338,360.01
Unidentified investment loss 96
Undistributed profits 97 144,251,141.73 213,171,974.02 107,253,401.82 176,174,234.11
Conversion difference of foreign currency sheet 98 15,701,852.21 32,551,778.36
Total shareholders’ equity 99 1,586,322,416.58 1,573,326,004.47 1,566,174,602.82 1,536,328,264.56
Total liabilities and shareholders’ equity 100 6,103,180,451.26 3,662,608,715.38 5,615,608,658.98 3,390,793,392.18
Cash Flows Statement
Unit:RMB
Item No Consolidated Parent Co.
1.Cash flows from operating activities:
Cash received from sales of goods or rendering of services 1 4,172,288,640.51 721,117,497.64
Refunds of taxes 2 137,351,742.21 18,501,267.73
Other cash received relating to operating activities 3 57,623,700.22 28,744,689.81
Sub-total of cash inflows 5 4,367,264,082.94 768,363,455.18
Cash paid for goods and services 6 3,897,439,091.94 687,956,175.50
Cash paid to and on behalf of employees 7 125,795,712.28 36,818,710.39
Payments of all types of taxes 8 78,736,364.78 16,272,311.37
Cash paid relating to other operating activities 9 212,305,386.51 51,305,106.00
Sub-total of cash outflows 10 4,314,276,555.51 792,352,303.26
Net cash flows from operating activities 11 52,987,527.43 -23,988,848.08
2 Cash flows from investing activities:
Cash received from return of investments 12 81,300,897.29 8,500,000.00
Cash received from return on investments 13 22,181,567.07 20,090,957.74
Net cash received from the sale of fixed assets, intangible assets and other long-term assets 14 6,558,020.31 722,122.00
Cash received relating to other investing activities 15 24,557,385.02
Sub-total of cash inflows 16 134,597,869.69 29,313,079.74
Cash paid to acquire fixed assets, intangible assets and other long-term assets 18 253,334,692.16 49,181,825.28
Cash paid to acquire investments 19 114,037,433.33 20,700,000.00
Cash paid relating to other investing activities 20
Sub-total of cash outflows 22 367,372,125.49 69,881,825.28
Net cash flows from investing activities 25 -232,774,255.80 -40,568,745.54
3.Cash flows from financing activities:
Cash received from investments by others 26 10,998,985.00
Of which :the cash received from subsidiaries absorbing minority shareholder’s equity investment 27 10,998,985.00
Cash received from borrowings 28 2,954,843,941.27 1,365,356,575.00
Cash received relating to other financing activities 29
Sub-total of cash inflows 30 2,965,842,926.27 1,365,356,575.00
Cash repayments of amounts borrowed 31 2,734,877,706.91 1,264,664,025.00
Cash paid for distribution of dividends or profits and for interest expenses 32 137,282,823.46 62,401,512.11
Cash paid relating to other financing activities 34
Sub-total of cash outflows 36 2,872,160,530.37 1,327,065,537.11
Net cash inflow from financing activities 40 93,682,395.90 38,291,037.89
4.Effect of foreign exchange rate changes on cash 41 -55,694.32
5.Net increase in cash and cash equivalents 42 -86,160,026.79 -26,266,555.73
Supplemental information
Reconciliation of net profit to cash flows from operating activities:
Net profit 43 36,997,739.91 36,997,739.91
Add: Minority shareholders’ earnings for the current period 44 27,085,246.53
Less: Losses arising from investments (or deduct: gains) 45
Add: Provision for impairment losses of assets 46 -820,178.02 -111,715.66
Depreciation of fixed assets 47 126,735,925.45 28,900,987.85
Amortization of intangible assets 48 2,890,710.28 675,000.00
Amortization of long-term deferred expenses 49 1,512,014.16
Decrease in deferred expenses (or deduct: increase) 50 -6,038,127.17 -2,266,308.40
Increase in accrued expenses (or deduct: decrease) 51 9,901,097.95 -199,097.15
Losses on disposal of fixed assets, intangible assets and other long-term assets (or deduct: gains) 52 97,322.10 157,154.50
Loss on scrapping of fixed assets 53 2,142,230.74 16,469.08
Financial expenses 54 109,151,902.93 37,051,903.65
Loss from investment 55 -40,405,277.28 -71,020,147.68
Deferred tax credit (or deduct: debit) 56
Decrease in inventories (or deduct: increase) 57 -134,259,172.49 -52,803,466.52
Decrease in operating receivables (or deduct: increase) 58 -234,145,752.51 -62,075,282.21
Increase in operating payables (or deduct: decrease) 59 152,141,844.85 60,687,914.55
Others 60
Net cash flows from operating activities 65 52,987,527.43 -23,988,848.08
Investing and financing activities that do not involve in cash receipts and payments:
Conversion of debt into capital 66
Convertible bonds to be expired within one year 67
Fixed assets financed by finance leases 68
Net increase in cash and cash equivalents:
Cash at the end of the period 69 341,980,232.76 107,185,759.78
Less: Cash at the beginning of the period 70 428,140,259.55 133,452,315.51
Add: Cash equivalents at the end of the period 71
Less: Cash equivalents at the beginning of the period 72
Net increase in cash and cash equivalents 73 -86,160,026.79 -26,266,555.73
|
04/02/2005 |
| Abstract of 2004 Semiannual Report |
Shanghai Worldbest Co., Ltd
Abstract of 2004 Semiannual Report
§1 Important Notice
1.1 The Board of the Company and the directors guarantee that there is no false record, misleading statement or serious omission in the contents of this report and the Board will be solely or jointly liable for the authenticity, precision and integrity of the report. This abstract of semiannual report is extracted from the full text of the semiannual report which has been posted on the website of Shanghai Stock Exchange (www.sse.com.cn) .Investors should read the full text of the semiannual report carefully for details.
1.2 Director Chen Yongming was not able to attend the 6th Meeting of the 3rd Session of Board of Directors because of other engagement.
1.3 The semiannual report of the Company has not been audited.
1.4 The Company’s Chairman of the Board Mr. Wu Yunsheng, General Manager Sun Ying , Chief Accountant Mr.Chen Dezhong , and Manager of Accounting Department Mr. Li Yufeng declared to guarantee the authenticity and integrity of the financial report in the semiannual report.
§2 Company Profile
2.1 Introduction of Basic Information
Stock Abbreviation Worldbest A Share
Stock Code 600094
Stock Exchange Shanghai Stock Exchange
Stock Abbreviation Worldbest B Share
Stock Code 900940
Stock Exchange Shanghai Stock Exchange
Board Secretary Auth.Rep. of Securities Affairs
Name Zhang Lesheng Xue Yubao
Contact address 31F,China Merchants Tower, No161 Lujiazui Rd (E) ,Pudong, Shanghai 31F,China Merchants Tower, No161 Lujiazui Rd (E) ,Pudong, Shanghai
Phone number 021-58799888 (operator) 021-58799888 (operator)
Fax number 58825887 58825887
E-mail address lesheng411@worldbest.sh.cn swc07@sohu.com
2.2 Main Financial Data and Indices
2.2.1 Main accounting data and financial indices
Currency : RMB
End of this reporting period End of last year period Increase or decrease(%)
Current assets 2,250,985,899.09 1,827,655,948.02 23.16
Current liabilities 3,342,351,310.50 3,092,040,784.68 8.10
Total assets 6,089,710,401.47 5,615,608,658.98 8.44
Shareholders’ equity (excluding minority shareholders’ equity) 1,585,360,356.58 1,566,174,602.82 1.23
Net assets per share 3.224 3.185 1.22
Net assets per share after adjustment 3.190 3.151 1.24
Reporting period(From Jan to June) Same period last year Increase or decrease (%)
Net profit 32,897,717.68 22,428,009.91 46.68
Net profit after deducting non-recurring lose and gains 26,486,840.68 19,838,164.97 33.51
Basic earnings per share 0.067 0.046 45.65
Return rate of net assets (%) 2.075 1.497 0.578
Net cash flow per share from operation 37,764,468.25 -91,518,812.71 141.26
2.2.2 Non-recurring loss and gains
vsuitable ? unsuitable
Unit:Yuan Currency: RMB Before audited
Non-recurring loss and gains Amount (RMB)
Profit and loss from the settlement of long-term share equity investment, fixed assets, project under construction, intangible assets and other long-term assets 3,001.21
Various kinds of governmental subsidies 2,107,707.67
Loss and gains of short term investment 1,645,774.44
Loss and gains from entrusted investment 1,745,034.51
The non-operation income and expenditure deducting the assets depreciation reservation in accordance with the stipulations of enterprise accounting system. -536,833.10
The bad account reservation accrued in previous year and returned this reporting year 1,446,192.26
Total 6,410,877.00
2.3.3 Differences between domestic and international accounting standards
?suitable vunsuitable
§3 Changes of Share Capital and Introduction of Shareholders
3.1 Table of changes of share capital
?suitable vunsuitable
3.2 Tables of top ten shareholders and top ten marketable shareholders
Unit:Share
Total number of shareholders at the end of the reporting period 90761
Top ten shareholders
Name of Shareholders(full name) Increase or decrease of shares within the period Period-end shares Percentage of total shares(%) Category of shares (marketable or unmarketable) Amount of Shares mortgaged or blocked Shareholder(state shareholders or foreign capital share holders)
China Worldbest Group Co., Ltd. 0 154,932,000 31.51 Unmarketable shares Mortgaged77460000 State shareholder
Xishan Chang Yuan Silk Weaving Mill 0 10,152,000 2.06 Unmarketable shares Mortgaged 10152000
Jiangsu Qiuyan (Group) Company 0 9,270,000 1.89 Unmarketable shares Unknown
SKANDIA GLOBAL FUNDS PLC -640,000 2,019,450 0.41 Marketableshares Unknown Foreign capital shareholder
ZHUO WU JUN +259,900 849,200 0.17 Marketableshares Unknown
WU YANG TIAN XIANG 0 819,300 0.17 Marketableshares Unknown Foreign capital shareholder
DEBORAH WANG LIN 0 709,500 0.14 Marketableshares Unknown Foreign capital shareholder
NAITO SECURITIES CO.,LTD -89,400 582,501 0.12 Marketableshares Unknown Foreign capital shareholder
HKIT S/A006-113039-431 0 463,000 0.09 Marketableshares Unknown Foreign capital shareholder
QI JIAN LIANG 0 450,000 0.09 Marketableshares Unknown Foreign capital shareholder
Top ten shareholders of marketable shares
Name of shareholders (full name) Marketable shares held at the period end Category( A,B,H shares or others)
SKANDIA GLOBAL FUNDS PLC 2,019,450 B SHARES
ZHUO WU JUN 849,200 A SHARES
WU YANG TIAN XIANG 819,300 B SHARES
DEBORAH WANG LIN 709,500 B SHARES
NAITO SECURITIES CO.,LTD 582,501 B SHARES
HKIT S/A006-113039-431 463,000 B SHARES
QI JIAN LIANG 450,000 B SHARES
TANG WEI XING 441,551 B SHARES
VEC-BVI LTD 440,700 B SHARES
WU QUN JUAN 365,430 B SHARES
The explanation of the related relationship or consistent action of shareholders Among the top three shareholders (unmarketable share), there is not any related relationship and they also don’t belong to the “consistent actor” defined by the “The Regulations on Information Disclosure of the Changes of Share Capital of Listed Company”. As for the other shareholders of the marketable shares, the Company doesn’t know either their relationship or whether they belong to the “consistent actor” defined by the “The Regulations on Information Disclosure of the Changes of Share Capital of Listed Company”.
3.3 Changes of controlling shareholders or actual controllers
?suitable vunsuitable
§4 Information of Directors, Supervisors and Senior Management
4.1 Change of shares held by directors, supervisors and senior management
?suitable vunsuitable
§5 Management Discussion and Analysis
5.1 Table of primary business in terms of industries and products
Unit:Yuan Currency: RMB before audited
Industry Revenue from primary businesses Cost of primary businesses Gross margin (%) Increase or decrease of revenue from primary businesses over last year (%) Increase or decrease of cost of primary businesses over last year (%) Increase or decrease of gross margin over last year(%)
Chemicals 1,009,017,552.46 945,511,626.27 6.29 103.77 192.39 5.55
Chemical fiber 398,144,238.58 348,426,504.54 12.49 38.38 146.64 -4.93
Paper products 134,367,121.01 108,397,366.76 19.33 36.32 138.82 -1.45
Pharmaceuticals 131,597,903.41 107,103,148.40 18.61 -37.58 60.89 2.04
Construction materials 89,195,674.19 61,985,100.18 30.51 120.80 204.12 5.68
Trade 366,489,555.44 343,614,146.58 6.24 -36.50 61.42 3.17
Of which: Related transaction 9,592,020.85 7,740,556.84 19.30 14.29 8.21 4.53
Pricing principle for related transaction Market price
Of which : Within the reporting period, the total amount of the related transactions of the sales of the products from the listed company to the controlling shareholders and its subsidiaries was RMB 9,592,020.85.
5.2 Primary businesses in terms of regions
vsuitable ?unsuitable
Unit:Yuan Currency: RMB before audited
Region Revenue of primary businesses Increase or decrease of revenue from primary businesses over last year (%)
Inside China 2,138,444,918.42 35.04
Outside China 143,862,073.34 -49.99
5.3 Other businesses significantly affect the net profit of the Company
vsuitable ? unsuitable
Unit:Yuan Currency: RMB before audited
Other businesses Loss and gain (RMB) Constitute the net profit(%)
Material and waste income 8,286,742.25 25.19
5.4 Operation situation of the joint stock company (applicable to those whose investment income constitutes more than 10% of the net profit)
vsuitable ?unsuitable
Unit:0’000Yuan Currency: RMB before audited
Name of the joint stock company Investment income contributed within the period Accounting for the net profit of the listed company Joint stock company
Business scope Net profit
Dupont Fibers (China) Co., Ltd. 801.99 24.38 Production and sale of spandex fiber and the further processed products. 8,911
China Worldbest North America Mexico Co., Ltd 1,059.67 32.21 Production and sale of various kinds of cotton and yarn products 2,523
In 2003 “Dupont Fibers (China) Co., Ltd.” realized the net profits RMB 89,110,000, and in the first half of 2004, China Worldbest North America Mexico Co., Ltd realized the net profits RMB 25,230,000.
5.5 Explanation of big change of the primary business and its structure
?suitable v unsuitable
5.6 Explanation of big change of the primary business profitability (gross margin) over last year
?suitable v unsuitable
5.7 Explanation of big change of the composition of the profit over last year
vsuitable ?unsuitable
Within the reporting period, the decrease of the proportion of the profits from other business in the total profits was mainly because of the increase of the income from consultation service.
Within the reporting period, the increase of the proportion of the subsidies income of the total profits was because of the increase of the technology subsidies income within the reporting period.
Within the reporting period, the large decrease of the proportion of the net income from non-operation business of the total profits was because in the last reporting period the company received more non-operation income such as indemnity.
5.8 The use of fund raised
?suitable vunsuitable
5.8.1 The use of fund raised
?suitable vunsuitable
5.8.2 The change of the item
?suitable vunsuitable
5.9 The modification plan of the operation plan of the second half of the year of the BoD
?suitable vunsuitable
5.10 The importance notice and explanation of the possibility of lose or big change of the accumulated net profit from the beginning of the year to the end of the reporting period over the same period last year.
?suitable vunsuitable
5.11 The explanation of “substandard opinions” of the reporting period by the accounting firm by the company management .
?suitable vunsuitable
5.12 Explanation of the change of the relative issue and settlement of the “substandard opinion” the previous year of the accounting firm by the company management.
?suitable vunsuitable
§6 Important Matters
6.1 Acquisition and sale of assets and assets re-capitalization
6.11 Acquisition of assets
vsuitable ?unsuitable
Unit: Yuan Currency: RMB before audited
The business dealers and the assets purchased Date of purchase Transition price Net profit contributed to the listed company from the date of purchase to the end of the reporting period Whether it is the related transition (If it is, please illustrate the pricing principle) Pricing principle
Shanghai Mangaonie Import and Export Co.,Ltd. 2004.3.25 RMB 800,000 RMB 426,977.98 No. Evaluation price
6.12 Sale of the assets
?suitable vunsuitable
6.13 After the publication of the assets re-capitalization report or the assets acquisition or sale announcement, the progress of the issue and the influence it made to the achievement of the operation and the financial situation within the reporting period.
vsuitable ?unsuitable
In 2003, the Company’s subsidiary Anhui Pharmaceutical signed the agreement on the transfer of assets with Shanghai Worldbest Changfu Pharmaceutical (Group) Co.,Ltd. (Worldbest Changfu) , the related party with no controlling relationship to An Hui pharmaceutical .Based on the assets evaluation made by Shanghai Orient Certified Appraisal Co., Ltd, , Anhui Pharmaceutical planned to transfer the assets of infusion business to Worldbest Changfu by the price of RMB 33,248,600.Worldbest Changfu had paid the assets transfer fee RMB 32,000,000 to Anhui Pharmaceutical in 2003. But until the end of the reporting period, the transaction hasn’t been completed. The related transaction made no important influence to the current or future financial situation of the Company.
6.2 Guarantee issues
vsuitable ?unsuitable
Unit: 0’000 Yuan Currency: RMB Before audited
Guaranteed party Date( Date of contract) Amount Type Term Whether it is accomplished(Y/N) Whether it is a related party guarantee(Y/N)
Sinotex United Import andExport Co.,Ltd 2004-03-27 4,900 Joint liability guarantee 2004.03.27-2005.03.26 N N
Shanghai FeiLe Co.,Ltd 2003-09-25 2,500 Joint liability guarantee 2003.09.25-2004.09.24 N N
Shanghai FeiLe Co. 2003-09-27 2,040 Joint liability guarantee 2003.09.27-2004.09.26 N N
Shanghai FeiLe Co. 2004-03-25 2,000 Joint liability guarantee 2004.03.25-2005.03.25 N N
Shanghai FeiLe Co. 2004-05-10 6,300 Joint liability guarantee 2004.05.10-2005.05.10 N N
Shanghai FeiLe Co. 2004-06-18 2,400 Joint liability guarantee 2004.06.18-2004.12.15 N N
Shanghai FeiLe Co. 2004-04-26 1,500 Joint liability guarantee 2004.04.26-2005.04.26 N N
Shanghai FeiLe Co. 2004-04-26 1,500 Joint liability guarantee 2004.04.26-2004.10.27 N N
China Textile Machinery (Group)Co.,Ltd 2004-02-25 10,000 Joint liability guarantee 2004.02.25-2005.02.24 N N
Shanghai Waigaoqiao Free Trade Zone DevelopmentCo.,Ltd 2003-12-13 USD353 Joint liability guarantee 2003.12.13-2004.12.13 N N
Shanghai Waigaoqiao Free Trade Zone DevelopmentCo.,Ltd 2003-12-03 USD98 Joint liability guarantee 2003.12.03-2004.12.02 N N
Shanghai Waigaoqiao Free Trade Zone DevelopmentCo.,Ltd 2003-09-23 USD200 Joint liability guarantee 2003.09.23-2004.09.21 N N
Shanghai Waigaoqiao Free Trade Zone DevelopmentCo.,Ltd 2004-03-26 2,000 Joint liability guarantee 2004.03.26-2005.03.26 N N
Shanghai Waigaoqiao Free Trade Zone DevelopmentCo.,Ltd 2004-03-30 3,000 Joint liability guarantee 2004.03.30-2005.03.30 N N
Shanghai Waigaoqiao Free Trade Zone DevelopmentCo.,Ltd 2004-05-13 5,000 Joint liability guarantee 2004.05.13-2005.05.13 N N
Anqiu Lu’an Pharmaceutical Co.,Ltd. 2002-12-23 160.02 Joint liability guarantee 2002.12.23-2005.05.10 N N
Anqiu Lu’an Pharmaceutical Co.,Ltd. 2002-12-23 60.01 Joint liability guarantee 2002.12.23-2004.11.10 N N
Anqiu Lu’an Pharmaceutical Co.,Ltd. 2002-12-23 84 Joint liability guarantee 2002.12.23-2005.11.10 N N
Anqiu Lu’an Pharmaceutical Co.,Ltd. 2002-12-23 96.01 Joint liability guarantee 2002.12.23-2005.11.10 N N
Shanghai Worldbest Life Science Research andDeelopment Co.,Lt. 2003-09-12 2,000 Joint liability guarantee 2003.09.12-2004.09.11 N Y
Suzhou Agro-Chemical products Co.,Ltd. 2003-09-30 1,210 Joint liability guarantee 2003.09.30-2004.09.27 N Y
Changzhou Worldbest Radici Co.,Ltd. 2002-02-25 USD720 Joint liability guarantee 2002.02.25-2005.02.25 N Y
Changzhou Worldbest Radici Co.,Ltd. 2002-05-24 USD720 Joint liability guarantee 2002.05.24-2005.05.24 N Y
Changzhou Worldbest Radici Co.,Ltd. 2003-09-22 USD350 Joint liability guarantee 2003.09.22-2005.09.22 N Y
Changzhou Worldbest Radici Co.,Ltd. 2003-12-04 USD350 Joint liability guarantee 2003.12.04-2005.12.04 N Y
Changzhou Worldbest Radici Co.,Ltd. 2003-11-03 USD350 Joint liability guarantee 2003.11.03-2005.11.03 N Y
Changzhou Worldbest Radici Co.,Ltd. 2003-07-07 USD300 Joint liability guarantee 2003.07.07-2004.07.07 N Y
Changzhou Worldbest Radici Co.,Ltd. 2004-03-26 USD200 Joint liability guarantee 2004.03.26-2004.09.26 N Y
Changzhou Worldbest Radici Co.,Ltd. 2003-10-21 USD400 Joint liability guarantee 2003.10.21-2004.10.21 N Y
Changzhou Worldbest Radici Co.,Ltd. 2004-02-16 USD300 Joint liability guarantee 2004.02.16-2004.08.16 N Y
Changzhou Worldbest Radici Co.,Ltd. 2004-01-19 USD100 Joint liability guarantee 2004.01.19-2004.09.16 N Y
Changzhou Worldbest Radici Co.,Ltd. 2003-11-21 USD100 Joint liability guarantee 2003.11.21-2004.11.21 N Y
Changzhou Worldbest Radici Co.,Ltd. 2003-11-17 USD120 Joint liability guarantee 2003.11.17-2004.08.17 N Y
Changzhou Worldbest Radici Co.,Ltd. 2004-04-06 USD200 Joint liability guarantee 2004.04.06-2004.11.06 N Y
Changzhou Worldbest Radici Co.,Ltd. 2004-05-10 USD100 Joint liability guarantee 2004.05.10-2005.05.10 N Y
Changzhou Worldbest Radici Co.,Ltd. 2004-04-01 USD2,500 Joint liability guarantee 2004.04.01-2004.08.01 N Y
Changzhou Worldbest Radici Co.,Ltd. 2004-03-28 USD200 Joint liability guarantee 2004.03.28-2005.03.28 N Y
Changzhou Worldbest Radici Co.,Ltd. 2004-04-07 USD200 Joint liability guarantee 2004.04.07-2005.08.07 N Y
Changzhou Worldbest Radici Co.,Ltd. 2002-12-17 2,000 Joint liability guarantee 2002.12.17-2004.12.09 N Y
Changzhou Worldbest Radici Co.Ltd. 2004-03-05 3,000 Joint liability guarantee 2004.03.05-2005.03.05 N Y
Changzhou Worldbest Radici Co.Ltd. 2004-03-16 2,000 Joint liability guarantee 2004.03.16-2005.03.16 N Y
Changzhou Worldbest Radici Co.Ltd 2004-04-22 2,000 Joint liability guarantee 2004.04.22-2005.04.22 N Y
Changzhou Worldbest Radici Co.Ltd 2002-07-09 2,000 Joint liability guarantee 2002.07.09-2004.07.09 N Y
Changzhou Worldbest Radici Co.Ltd 2004-06-18 2,000 Joint liability guarantee 2004.06.18-2005.05.16 N Y
Changzhou Worldbest Radici Co.Ltd 2003-11-20 2,000 Joint liability guarantee 2003.11.20-2004.11.20 N Y
Changzhou Worldbest Radici Co.Ltd 2004-04-01 6,000 Joint liability guarantee 2004.04.01-2004.08.01 N Y
Changzhou Worldbest Radici Co.Ltd 2003-10-28 3,000 Joint liability guarantee 2003.10.28-2004.10.28 N Y
Zhe Jiang Worldbest Industrial and Trade Co.,Ltd. 2004-01-08 100 Joint liability guarantee 2004.01.08-2004.07.08 N Y
Zhe Jiang Worldbest Industrial and Trade Co.,Ltd. 2004-02-06 55 Joint liability guarantee 2004.02.06-2004.08.06 N Y
Zhe Jiang Worldbest Industrial and Trade Co.,Ltd. 2004-03-10 30 Joint liability guarantee 2004.03.10-2004.09.16 N Y
Zhe Jiang Worldbest Industrial and Trade Co.,Ltd. 2004-03-20 140 Joint liability guarantee 2004.03.20-2004.09.22 N Y
Zhe Jiang Worldbest Industrial and Trade Co.,Ltd. 2004-04-19 70 Joint liability guarantee 2004.04.19-2004.10.19 N Y
Zhe Jiang Worldbest Industrial and Trade Co.,Ltd. 2004-05-11 30 Joint liability guarantee 2004.05.11-2004.08.11 N Y
Zhe Jiang Worldbest Industrial and Trade Co.,Ltd. 2004-05-21 120 Joint liability guarantee 2004.05.21-2004.11.19 N Y
Zhe Jiang Worldbest Industrial and Trade Co.,Ltd. 2004-06-01 45 Joint liability guarantee 2004.06.01-2004.12.01 N Y
Zhe Jiang Worldbest Industrial and Trade Co.,Ltd. 2004-06-03 60 Joint liability guarantee 2004.06.03-2004.12.03 N Y
Yangzhou Worldest Rainbow Knitting Co.,Ltd. 2004-03-19 60 Joint liability guarantee 2004.03.19-2004.08.19 N Y
Yangzhou Worldest Rainbow Knitting Co.,Ltd. 2004-05-27 47 Joint liability guarantee 2004.05.27-2004.08.27 N Y
Yangzhou Worldest Rainbow Knitting Co.,Ltd. 2004-04-09 95 Joint liability guarantee 2004.04.09-2004.07.08 N Y
Yangzhou Worldest Rainbow Knitting Co.,Ltd. 2004-01-02 500 Joint liability guarantee 2004.01.02-2005.01.02 N Y
Yangzhou Worldest Rainbow Knitting Co.,Ltd. 2004-03-30 200 Joint liability guarantee 2004.03.30-2004.07.29 N Y
Yangzhou Worldest Rainbow Knitting Co.,Ltd. 2004-02-26 200 Joint liability guarantee 2004.02.26-2004.08.25 N Y
Yangzhou Worldest Rainbow Knitting Co.,Ltd. 2004-03-25 150 Joint liability guarantee 2004.03.25-2004.09.22 N Y
Yangzhou Worldest Rainbow Knitting Co.,Ltd. 2004-03-01 250 Joint liability guarantee 2004.03.01-2004.11.01 N Y
Yangzhou Worldest Rainbow Knitting Co.,Ltd. 2004-03-08 200 Joint liability guarantee 2004.03.08-2005.03.07 N Y
Yangzhou Worldest Rainbow Knitting Co.,Ltd. 2003-07-16 200 Joint liability guarantee 2003.07.16-2004.07.16 N Y
Yangzhou Worldest Rainbow Knitting Co.,Ltd. 2003-10-18 200 Joint liability guarantee 2003.10.18-2004.10.18 N Y
Yangzhou Worldest Rainbow Knitting Co.,Ltd. 2003-07-28 230 Joint liability guarantee 2003.07.28-2004.07.28 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2003-11-26 500 Joint liability guarantee 2003.11.26-2004.09.26 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2003-11-28 500 Joint liability guarantee 2003.11.28-2004.06.30 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2003-08-25 300 Joint liability guarantee 2003.08.25-2004.08.24 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-01-02 800 Joint liability guarantee 2004.01.02-2005.01.02 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-01-14 500 Joint liability guarantee 2004.01.14-2005.01.14 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-01-23 500 Joint liability guarantee 2004.01.23-2005.01.23 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-03-30 400 Joint liability guarantee 2004.03.30-2004.11.30 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-05-27 300 Joint liability guarantee 2004.05.27-2005.05.27 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-04-08 200 Joint liability guarantee 2004.04.08-2004.10.08 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-04-23 200 Joint liability guarantee 2004.04.23-2004.12.23 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-04-27 800 Joint liability guarantee 2004.04.27-2005.04.27 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-05-27 100 Joint liability guarantee 2004.05.27-2005.05.27 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-06-28 400 Joint liability guarantee 2004.06.28-2005.06.28 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2003-05-30 60 Joint liability guarantee 2003.05.30-2004.11.30 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2003-08-05 300 Joint liability guarantee 2003.08.05-2004.08.05 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2003-10-24 200 Joint liability guarantee 2003.10.24-2004.10.24 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2003-11-28 100 Joint liability guarantee 2003.11.28-2004.11.28 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-01-20 100 Joint liability guarantee 2004.01.20-2005.01.20 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-03-19 200 Joint liability guarantee 2004.03.19-2005.03.19 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2003-09-29 200 Joint liability guarantee 2003.09.29-2004.09.29 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2003-09-28 200 Joint liability guarantee 2003.09.28-2004.09.28 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2003-09-18 500 Joint liability guarantee 2003.09.18-2004.09.18 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-04-23 100 Joint liability guarantee 2004.04.23-2005.04.23 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-05-14 500 Joint liability guarantee 2004.05.14-2005.05.13 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2003-11-20 450 Joint liability guarantee 2003.11.20-2004.11.19 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2003-12-31 1,200 Joint liability guarantee 2003.12.31-2004.11.30 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-03-01 400 Joint liability guarantee 2004.03.01-2005.03.01 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-04-16 500 Joint liability guarantee 2004.04.16-2005.03.15 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-04-08 500 Joint liability guarantee 2004.04.08-2005.04.07 N Y
Anhui Worldbest Bio-pharmaceutical Co.Ld. 2004-06-28 1,000 Joint liability guarantee 2004.06.28-2005.06.28 N Y
Shanghai Worldbest Newsun Trade Co.,Ltd. 2003-07-11 USD200 Joint liability guarantee 2003.07.11-2004.07.09 N Y
Shanghai Worldbest Newsun Trade Co.,Ltd. 2003-08-14 USD300 Joint liability guarantee 2003.08.14-2004.08.13 N Y
Shanghai Worldbest Newsun Trade Co.,Ltd. 2003-07-21 USD500 Joint liability guarantee 2003.07.21-2004.07.20 N Y
Shanghai Worldbest Ivangle Economic deelopmentCo.,Ltd. 2003-07-23 1,000 Joint liability guarantee 2003.07.23-2004.07.22 N Y
Xinxiang Worldbest Huhen Co.,Ltd. 2003-12-03 240 Joint liability guarantee 2003.12.03-2004.08.24 N Y
Xinxiang Worldbest Huhen Co.,Ltd. 2003-12-26 200 Joint liability guarantee 2003.12.26-2004.08.24 N Y
Xinxiang Worldbest Huhen Co.,Ltd. 2004-02-26 410 Joint liability guarantee 2004.02.26-2005.01.25 N Y
Xinxiang Worldbest Huhen Co.,Ltd. 2004-02-25 320 Joint liability guarantee 2004.02.25-2005.01.25 N Y
Xinxiang Worldbest Huhen Co.,Ltd. 2004-04-20 400 Joint liability guarantee 2004.04.20-2005.03.20 N Y
Xinxiang Worldbest Huhen Co.,Ltd. 2003-08-20 100 Joint liability guarantee 2003.08.20-2004.07.20 N Y
Xinxiang Worldbest Huhen Co.,Ltd. 2003-09-28 300 Joint liability guarantee 2003.09.28-2004.08.28 N Y
Xinxiang Worldbest Huhen Co.,Ltd. 2003-09-24 150 Joint liability guarantee 2003.09.24-2004.08.24 N Y
Xinxiang Worldbest Huhen Co.,Ltd. 2004-04-09 405 Joint liability guarantee 2004.04.09-2005.03.09 N Y
Xinxiang Worldbest Huhen Co.,Ltd. 2003-11-14 275 Joint liability guarantee 2003.11.14-2004.10.14 N Y
Anhui Feida Compound Fiber Co.,Ltd. 2003-11-25 450 Joint liability guarantee 2003.11.25-2004.11.25 N Y
Anhui Feida Compound Fiber Co.,Ltd. 2004-03-01 300 Joint liability guarantee 2004.03.01-2005.03.01 N Y
Anhui Worldbest Chemica Fiber Co.,Ltd. 2003-10-17 500 Joint liability guarantee 2003.10.17-2004.10.15 N Y
Anhui Worldbest Chemica Fiber Co.,Ltd. 2004-03-19 400 Joint liability guarantee 2004.03.19-2005.03.18 N Y
Anhui Worldbest Chemica Fiber Co.,Ltd. 2004-05-31 640 Joint liability guarantee 2004.05.31-2005.05.31 N Y
Anhui Worldbest Chemica Fiber Co.,Ltd. 2003-08-23 500 Joint liability guarantee 2003.08.23-2004.07.22 N Y
Anhui Worldbest Chemica Fiber Co.,Ltd. 2003-08-23 500 Joint liability guarantee 2003.08.23-2004.08.23 N Y
Anhui Worldbest Chemica Fiber Co.,Ltd. 2003-07-28 300 Joint liability guarantee 2003.07.28-2004.07.21 N Y
Anhui Worldbest Chemica Fiber Co.,Ltd. 2003-08-19 200 Joint liability guarantee 2003.08.19-2004.08.18 N Y
Anhui Worldbest Chemica Fiber Co.,Ltd. 2003-10-17 500 Joint liability guarantee 2003.10.17-2004.08.06 N Y
Anhui Worldbest Chemica Fiber Co.,Ltd. 2003-09-24 400 Joint liability guarantee 2003.09.24-2004.09.21 N Y
Anhui Worldbest Chemica Fiber Co.,Ltd. 2004-06-18 400 Joint liability guarantee 2004.06.18-2005.06.16 N Y
Shanghai Worldbest Compound New Material Co.,Ltd. 2003-12-11 500 Joint liability guarantee 2003.12.11-2004.09.11 N Y
Shanghai Worldbest Compound New Material Co.,Ltd. 2003-12-30 500 Joint liability guarantee 2003.12.30-2004.11.30 N Y
Shanghai Worldbest Compound New Material Co.,Ltd. 2004-01-15 500 Joint liability guarantee 2004.01.15-2004.12.15 N Y
Shanghai Worldbest Compound New Material Co.,Ltd. 2004-06-14 2,000 Joint liability guarantee 2004.06.14-2005.06.13 N Y
Nantng Hutong Chemical Fiber Co.,Ltd. 2004-05-26 1,000 Joint liability guarantee 2004.05.26-2005.05.25 N Y
Nantng Hutong Chemical Fiber Co.,Ltd. 2004-06-18 4,000 Joint liability guarantee 2004.06.18-2005.06.17 N Y
Nantng Hutong Chemical Fiber Co.,Ltd. 2004-05-28 1,000 Joint liability guarantee 2004.05.28-2004.11.27 N Y
Nantng Hutong Chemical Fiber Co.,Ltd. 2004-06-08 1,000 Joint liability guarantee 2004.06.08-2004.12.07 N Y
Shanghai Worldbest Greenwich industrial Co.Ltd. 2003-09-16 500 Joint liability guarantee 2003.09.16-2004.09.15 N Y
Shanghai Worldbest Greenwich industrial Co.Ltd. 2004-03-26 500 Joint liability guarantee 2004.03.26-2005.03.10 N Y
Shanghai Worldbest Greenwich industrial Co.Ltd. 2004-02-25 250 Joint liability guarantee 2004.02.25-2005.01.27 N Y
Shanghai Worldbest Greenwich industrial Co.Ltd. 2004-02-19 300 Joint liability guarantee 2004.02.19-2005.02.10 N Y
Shanghai Worldbest Greenwich industrial Co.Ltd. Shanghai Worldbest Greenwich industrial Co.Ltd. 2003-08-22 300 Joint liability guarantee 2003.08.22-2004.08.15 N Y
Shanghai Worldbest Greenwich industrial Co.Ltd. 2003-08-15 800 Joint liability guarantee 2003.08.15-2004.08.15 N Y
Shanghai Worldbest Greenwich industrial Co.Ltd. 2003-09-12 300 Joint liability guarantee 2003.09.12-2004.09.12 N Y
Shanghai Worldbest Greenwich industrial Co.Ltd. 2003-10-15 1,000 Joint liability guarantee 2003.10.15-2004.10.15 N Y
Shandong Worldbest Lantian Paper Co.,Ltd. 2004-06-16 200 Joint liability guarantee 2004.06.16-2005.02.25 N Y
Shandong Worldbest Lantian Paper Co.,Ltd. 2004-06-16 300 Joint liability guarantee 2004.06.16-2005.01.18 N Y
Shandong Worldbest Lantian Paper Co.,Ltd. 2003-09-24 200 Joint liability guarantee 2003.09.24-2004.08.23 N Y
Shandong Worldbest Lantian Paper Co.,Ltd. 2003-09-24 250 Joint liability guarantee 2003.09.24-2004.09.17 N Y
Shandong Worldbest Lantian Paper Co.,Ltd. 2003-08-28 100 Joint liability guarantee 2003.08.28-2004.08.27 N Y
Shandong Worldbest Lantian Paper Co.,Ltd. 2003-11-12 360 Joint liability guarantee 2003.11.12-2004.11.03 N Y
Shandong Worldbest Lantian Paper Co.,Ltd. 2003-10-13 200 Joint liability guarantee 2003.10.13-2004.10.11 N Y
Shandong Worldbest Lantian Paper Co.,Ltd. 2003-10-15 150 Joint liability guarantee 2003.10.15-2004.10.15 N Y
Shandong Worldbest Lantian Paper Co.,Ltd. 2003-09-30 800 Joint liability guarantee 2003.09.30-2004.09.30 N Y
Shandong Worldbest Lantian Paper Co.,Ltd. 2004-05-31 400 Joint liability guarantee 2004.05.31-2005.01.15 N Y
Shandong Worldbest Lantian Paper Co.,Ltd. 2003-10-20 100 Joint liability guarantee 2003.10.20-2004.10.19 N Y
Shandong Worldbest Lantian Paper Co.,Ltd. 2003-09-12 500 Joint liability guarantee 2003.09.12-2004.09.11 N Y
Shandong Worldbest Lantian Paper Co.,Ltd. 2003-09-12 100 Joint liability guarantee 2003.09.12-2004.09.01 N Y
Yangzhou Worldbest Co.,Ltd. 2004-03-19 3,000 Joint liability guarantee 2004.03.19-2004.09.19 N Y
Shanghai Manaonie Import and Export Co.,Ltd. 2004-05-26 3,000 Joint liability guarantee 2004.05.26-2005.05.25 N Y
Shanghai Manaonie Import and Export Co.,Ltd. 2004-06-02 3,600 Joint liability guarantee 2004.06.02-2005.06.02 N Y
Shanghai Manaonie Import and Export Co.,Ltd. 2004-05-14 900 Joint liability guarantee 2004.05.14-2005.05.14 N Y
Shanghai Manaonie Import and Export Co.,Ltd. 2004-05-20 1,232.55 Joint liability guarantee 2004.05.20-2005.05.19 N Y
Shanghai Manaonie Import and Export Co.,Ltd. 2004-04-01 USD151 Joint liability guarantee 2004.04.01-2005.04.01 N Y
The total amount of the guarantee occurred 38,600
The total amount of the guarantee remained 52,138.24
Of which : The subtotal of the related guarantee remained 3,210
The subtotal of the guarantee occurred by the listed company for the controlling subsidiaries. 84,011.19
The total amount of the guarantee breaching the regulations. 39,761.15
The proportion of the total of he guarantee accounting for the net assets of the company. 127.04
6.3 The reciprocal related assets and liabilities
vsuitable ?unsuitable
Unit: 0’000 Yuan Currency: RMB Before audited
Related party Related relationship The amount of capital provided to the related party The amount of capital provided to the listed company by the related party
Occurred amount Remaining amount Occurred amount Remaining amount
China WorldbestGroup Co.,Ltd Controlling shareholder 3.20
Xishan Changyuan silk Weaving Factory Shareholder 339.64 494.88 101.96
Wu Xi Yuan Yuan Yuan Real Estate Development Co.,Ltd. Joint operation enterprise 300.00
Yang zhou fabric Factory Managed by the same key manager of the controlled subsidiary 666.53 825.01 218.31
Su zhou Worldbest Agro-biochemical products Co.,Ltd. Legal person controlled by the controlling shareholder 30.00
Zhou Kou City Tian Hua Zhiyie Co.,Ltd. Joint operation enterprise 500.00 500.00
1,006.17 1,653.09 500.00
Of which the amount occurred of the capital provided by the listed company to the controlling shareholders and its subsidiaries within the reporting period was 0, and the remaining was RMB 332,000.
6.4 Major litigation and arbitration issues
?suitable v unsuitable
6.5 Other important issues and its influence and the analytic explanation of the settlement plan
vsuitable ?unsuitable
1. Within the reporting period, the accumulated amount of the newly occurred entrusted cash management was RMB 70,000,000.The balance of the entrusted cash management and entrusted loan was RMB 80,000,000, no capital and earnings not returned upon date.
The entrusted cash management
(1) The Company’s subsidiary Taishen Investment Management Co.,Ltd. entrusted Bohai Securities Co.,Ltd. for cash assets management RMB 20 million, the term was from Jan 2nd ,2004 to June.28th, 2004. The principal RMB 20 million and the earnings RMB 504,000 has been returnedonJune.28,2004. (2) The Company’s subsidiary Taishen Investment Management Co.,Ltd. entrusted Shanghai Rong Chang Assets Management Co.,Ltd. for cash assets management RMB 20 million, the term was from Jan.8th,2004 to June 28th, 2004. The contracted earning rate was 8.8%.The principal RMB 20 million and the earnings RMB 821,300 has been returned on June 24, 2004. (3) The Company’s subsidiary Yangzhou Worldbest Co.,Ltd. entrusted Shanghai Rongchang Assets Management Co.,Ltd. for cash assets management RMB 30 million, the term was from Jan 8th ,2004 to June 28th, 2004, the contracted earning rate was 8.8%. The principal RMB 30 million and the earnings RMB 1,232,000 has been returned on June 24, 2004.
The entrusted loan
(1) The Company’s subsidiary Yangzhou Worldbest Co.,Ltd. entrusted Huaxia Bank Beijing Dengshikou Branch to issue the loan to Beijing Bohong Real estate Development Co.,Ltd., the amount was RMB 20 million. The term was from March 10,2003 to Feb 17, 2005. The annual rate was 7.137%. The entrusted loan has been approved by the resolutions of the board meeting of the company.
(2) The Company’s subsidiary Changzhou Worldbest Radici Co.,Ltd. entrusted Huaxia Bank Beijing Dengshikou branch to issue the loan to Beijing Bohong Real Estate Development Co.,Ltd. ,Of which 1) RMB 15 million was from Dec 26,2002 to Dec 26,2004.2) RMB 15 million was from Dec 27,2002 to Dec 27 2004.The annual rates were both 7.137%. The entrusted loan has been approved by the resolutions of the board meeting of the company.
(3) The Company’s subsidiary Nantong Huatong Chemical Fiber Co.,Ltd. entrusted Huaxia Bank Beijing Dengshikou Branch to issue the loan to Beijing Bohong Real Estate Development Co.,Ltd.The amount was RMB 30 million and the term was from Dec 2,2002 to Dec 2,2004. The annual rate was 6%. The entrusted loan has been approved by the resolution of the board meeting of the company.
§7 Financial report
7.1 Auditing opinions
Financial report vNot audited ?Audited
7.2 Disclosure of Table of Income Statement (consolidated and parent company )
Table of Income Statement
Unit: Yuan Currency: RMB Before audited
Item Consolidated Parent Company
This reporting period Same period last year This reporting period Same period last year
1.Revenue of Primary Business 2,218,383,951.91 1,818,920,217.42 403,070,700.79 366,964,404.48
Less: Cost of Primary Business 1,991,270,496.00 1,660,388,246.34 377,451,789.43 333,895,512.47
Primary Business tax and additional 2,687,929.39 943,634.59 45,504.21 24,210.29
2. Profit of Primary business ( “-” stands for lose) 224,425,526.52 157,588,336.49 25,573,407.15 33,044,681.72
Plus: profit from other business ( “-” stands for lose) 14,308,330.70 11,480,564.96 3,386,521.87 3,059,951.56
Less: Operation cost 64,227,315.24 41,365,840.95 2,655,383.75 2,495,203.88
Management cost 80,732,772.42 67,330,006.42 24,253,107.94 23,513,018.82
Financing cost 60,199,012.09 43,627,243.90 23,904,819.15 18,254,127.30
3.operation profit (“-” stands for lose) 33,574,757.47 16,745,810.18 -21,853,381.82 -8,157,716.72
Plus: investment income (“-” stands for lose) 25,257,329.16 13,095,657.16 55,096,637.72 31,631,104.19
Subsidies 3,669,756.83 624,781.00
Non-operating income 917,555.07 4,893,660.23 107,690.72 29,011.44
Less: non-operating expense 1,972,555.73 2,263,848.47 453,228.94 1,074,389.00
4.Total profit (“-” stands for lose) 61,446,842.80 33,096,060.10 32,897,717.68 22,428,009.91
Plus: adjustment of loss and profits of the previous years
Less: income tax 5,250,697.74 7,814,010.36
Minority shareholders’ equity 23,298,427.38 2,854,039.83
Plus: unidentified investment lose (input after “+” )
5.Net profit (“-” stands for lose) 32,897,717.68 22,428,009.91 32,897,717.68 22,428,009.91
7.3 Notes for the Statement
7.3.1 If there is any adjustment of the accounting policy and accounting estimates or the corrections of accounting mistakes , explain the relative content, the reason and the number affected.
?suitable v unsuitable
7.3.2 If there is major change of the consolidated scope of the financial report, explain the reason and the effected amount.
vsuitable ?unsuitable
(1) In Feb,2004, the Company’s subsidiary Worldbest Evangle invested RMB 720,000 to assign 90% of share equity. of Shanghai Mangaonie (Briefed as Mangaonie) Import and Export Company with the resolutions of the board meeting of the company. Mangaonie has completed the industry and commerce registration modification procedures on March 25th, 2004., and since then it has been included in the consolidated scope of Worldbest Evangle. The influence to the financial situation and operation achievement of the company within the reporting period: On the date of the deal the assets of Mangaonie was RMB 247,778,870.14., the debt was 246,953,504.00.From the date of the purchase to the end of the reporting period the income from primary business was RMB 211,599,079.15,and the net profits was RMB 426,977.98.
(2) In accordance with the resolutions of the General Manger’s meeting, the Company invested USD 1,050,000 to co-establish Yuan Sheng Fiber with Nantong Hengfa Dressing Co.,Ltd. and Worldbest Biochemical (Thailand) Co.,Ltd. The company was established on Feb 5th, 2004. Since then the company has been included in the consolidated scope of the accounting report and it has made no important effect to the financial situation and the operation achievements of the Company within the reporting period.
(3) In accordance with the resolutions of the Genenral manger’s meeting, the Company invested RMB 6,000,000 to establish Hua Qitai Real Estate with natural person Ma Tianfu . The company was established on March 26,2004. Since then the company has been included in he consolidated scope of the accounting report and it has made no important effect to the financial situation and the operation achievements of the Company within the reporting period.
7.3.73 If the statements was presented substandard operations, list the notes of the issues concerned.
?suitable vunsuitable
Board of Directors of Shanghai Worldbest Co.,Ltd.
August 5,2003
|
04/02/2005 |
| The 2004First Quarter Report |
The 2004First Quarter Report of
Shanghai Worldbest Co., Ltd.
§1 Important Notice
1.1 The Company and all of the members of Board of Directors guarantee that there is no false record, misleading statement or serious omission in the report and bear the solely and joint liability for the authenticity, precision and integrity of the announcement.
1.2 Director Chen Yongming was not able to attend the 5th session of the 3rd Board of Directors Meeting for other engagement.
1.3 The Chairman of the Board of the Company Mr. Wu Yunsheng, Chief Accountant Mr. Chen Dezhong and manager of accounting department Mr. Li Yufeng declared to guarantee the authenticity and integrity of the financial report in the quarter report.
§2 Company Profile
2.1 Basic Information of the Company
A share B share Others A Others B Others C
Stock Abbreviation Worldbest A Share Worldbest B share
Abbreviation before modification (if there was)
Stock code 600094 900940
Secretary of Board of Directors: Authorized Representative of Securities Affairs:
Name Zhang Lesheng Xue Yubao
Contact Address 31F, China Merchants Tower, No.161Lujiazui Rd(E) ,Pudong, Shanghai 31F, China Merchants Tower, No.161LujiazuiRd(E) ,Pudong,Shanghai
Tel 021-58799888 021-58799888
Fax 021-58825887 021-58825887
Email lesheng411@worldbest.sh.cn swc07@sohu.com
2.2 Financial Information
2.2.1 Main financial data and indices
Unit : YUAN Currency: RMB
End of this reporting period End of last year period Increase or Decrease between the end of this reporting period and the end of last year period end (%)
Total Assets 6,105,443,561.76 5,615,608,658.98 8.72
Shareholders’ equity(excluding minority shareholders’ equity) 1,590,807,208.67 1,566,174,602.82 1.57
Net assets per share (RMB) 3.23 3.18 1.57
Adjusted net assets per share ( RMB) 3.20 3.15 1.59
This reporting period From the beginning of this year to the end of this reporting period Increase or decrease betweenthis reporting period and the same period last year (%)
Net cash flow from operation( RMB) 160,486,305.14 160,486,305.14 298.2
Basic earnings per share (RMB) 0.05 0.05 47.93
Return rate of net assets (%) 1.54 1.54 38.74
Return rate of net assets based on net profit less non-recurring profit and loss(%) 1.26 1.26 26.00
Non-recurring profit and loss Amount
Investment income 3,965,597.26
Subsidies income 1,014,771.28
Non-operating balance of payment (RMB) -482,167.12
Total: 4,498,201.42
2.2.2 Profit Statement
Sheet of Profit Distribution and Appropriation
Unit: Yuan Currency: RMB before audited
Item This reporting period Same period last year
Consolidated Parent Company Consolidated Parent Company
1.Revenue from primary businesses 973,033,108.14 184,933,811.95 871,764,885.53 178,780,960.55
Less: Primary businesses cost 869,524,134.13 171,663,537.02 791,100,383.86 161,261,618.37
Primary businesses taxes and additional 806,328.47 31,835.44 448,352.41 24,210.29
2.Profit from primary businesses (“-“ for the loss) 102,702,645.54 13,238,439.49 80,216,149.26 17,495,131.89
Add: Profit from other businesses 7,752,457.52 3,130,090.28 7,457,703.75 1,658,087.54
Less: Operating expenses 26,256,812.78 1,196,959.15 16,225,823.47 1,313,162.46
Overhead charges 37,567,669.07 12,693,098.90 31,658,090.65 13,010,520.23
Financial expenses 25,552,878.69 11,390,501.67 19,967,485.89 8,906,928.42
3.Operating profit (“-“ for the loss) 21,077,742.52 -8,912,029.95 19,822,453.00 -4,077,391.68
Add: Investment returns 18,306,809.18 33,568,809.44 8,246,627.02 20,850,468.73
Income from subsidies 1,852,859.83 - - -
Non-operating income 119,772.57 7,309.56 2,508,685.32 4,351.40
Less: Non-operating expenses 887,989.87 185,125.70 884,893.78 157,872.72
4.Total profit (“-“ for the loss ) 40,469,194.23 24,478,963.35 29,692,871.56 16,619,555.73
Less: Income tax 2,549,870.02 - 3,877,911.96 -
Less: Minority shareholders’ profit and loss 13,440,360.86 - 9,195,403.87 -
5.Net profit (“-“ for the loss) 24,478,963.35 24,478,963.35 16,619,555.73 16,619,555.73
2.3 At the end of the reporting period the total number of shareholders was 91822.
§3 Management Discussion and Analyze
3.1 Brief analyze of the general situation of the operation of the Company within the reporting period
vsuitable unsuitable
The first quarter of this year , the industry and market of the Company recovered to some extent , the production and operation situation of the major product bottle polyester chip was better than same period last year, the PET/PA compound fiber ,chemical filament and chemical fabric products market was also stable. The Company seized the opportunity, actively expanded the production, explored the market, meanwhile strengthened the enterprise internal management, reduced the cost and increased the benefit, and the production and operation of the Company kept the stable development , the operation achievements increased largely compared with the same period last year.
3.1.1 The main business or products accounting for more than 10% of the main business income or main business profit
vsuitable unsuitable
Unit: RMB Currency RMB before audited
Industry or products Main business income Main business cost Gross profit percentage(%)
Chemicals 508,099,366.76 470,812,090.34 7.34
Chemical Fiber 162,659,680.70 142,920,989.93 12.13
Pharmaceutical 66,471,176.35 55,200,985.80 16.96
Paper 61,315,277.86 50,184,158.73 18.15
Construction material 37,712,441.48 26,735,767.98 29.11
Of which: related party transaction / / /
3.1.2The seasonal or periodic characteristic of the operation of the Company
suitable vunsuitable
3.1.3 Within the reporting period, the composition of profits (the percentage of primary business profits, other business profits, period expenditure, income on investment , income from subsidies and non-operating balance of payment accounting for the total profits and the explanation of the big change compared with the last reporting period.)
vsuitable unsuitable
Unit: Yuan Currency RMB before audited
Item This Reporting Period The Last Reporting Period Increase or Decrease(%)
Amount Percentage of Total Profit % Amount Percentage of Total Profit %
Profit from Primary Business 102,702,645.54 253.78 375,605,823.65 357.42 -28.00
Profit from Other Business 7,752,457.52 19.16 32,523,270.95 30.95 -38.09
Period Expenditure 89,377,360.54 220.85 372,959,304.68 354.9 -37.78
Income from Investment 18,306,809.18 45.24 45,454,617.18 43.25 4.60
Subsidies Income 1,852,859.83 4.58 2,922,807.09 2.78 64.75
Non-operation balance of payment -768,217.30 -1.90 21,542,100.18 20.5 -109.27
Total Profit 40,469,194.23 105,089,314.37
Within the reporting period, the income on investment of the Company increased largely ,which caused the big increase of the total profits. While within the reporting period the profits from primary business, the profits from other business and the period expenditure are stable which caused the percentage of the above three indices accounting for the total profit decreased compared with that of the last reporting period .
Within the reporting period, the percentage of the subsidies income accounting for the total profit increased mainly because within the reporting period the Company received more science and technology subsidies..
Within the reporting period the percentage of the non-operation balance of payment accounting for the total profits decreased largely mainly because within the last reporting period the Company received more non-operation income such as compensation.
3.1.4 Explanation for the primary business and its structure and major changes of primary
businesses compared with the last reporting period.
suitable vunsuitable
3.1.5 Explanation for major changes of profitability of primary businesses(gross margin)over last year
suitablevunsuitable
3.2The explanation of Important issues and its influence and the resolving plan
vsuitable unsuitable
1.The entrusted assets management of the Company’s subsidiary Shanghai Taishen Investment Management Co.,Ltd... are as follows:
(1) It paid RMB 20 million to entrust BoHai Securities Co.,Ltd. for assets management . The term is from Jan 2,2004 to June 28,2004.
(2It paid RMB 20 million to entrust Shanghai Rongchang Assets Management Co.,Ltd. for assets management . The term is from Jan 8,2004 to June 28,2004.
2. The Company’s subsidiary Yangzhou Worldbest Co.,Ltd. paid RMB 30 million to entrust Shanghai Rongchang Assets management Co.,Ltd. for assets management . The term is from Jan 8,2004 to June 28,2004.
3.In Dec ,2003 , the Company and the subsidiary Worldbest(Thailand) Bio-chemicals Co., Ltd and Nan tong Hengfa Dressing Co.,Ltd. signed the agreement on the establishment of the Sino-foreign JV “Nan tong Yuansheng Fiber Co.,Ltd.” ,which has been approved by Jiangsu Province Document Shang Wai Zi Su Fu Zi Zi No.[2004]43414. The Company planned to invest USD 1.05 million, Worldbest (Thailand) Bio-chemicals Co.,Ltd. planned to invest USD 0.75 million and Nan tong Hengfa Dressing Co.,Ltd. planned to invest USD 1.2 million ,accounting for 35% ,25%, 40% of the USD 3 million registered capital of Nan tong Yuansheng Fiber Co.,Ltd. respectively. In March ,2004, in accordance with the first phase capital payment stipulation, the Company paid RMB 4.3 million., converted to USD 519,505.62, Worldbest (Thailand) Bio-Chemicals Co., Ltd. paid USD 350,000, and Nan tong Hengfa Dressing Co.,Ltd. paid RMB 4.5 million, converted to USD 543,688.38.The remaining of the capital of the shareholders will be completed within 6 months after the issuance of the business license . Nan tong Yuansheng Fibers Co.,Ltd. get the business license on March 20,2004.
4. The assignment of the equity of Shanghai Mangaonie Import and Export Co.,Ltd.:
(1) Approved by the Board of Directors , the Company’s subsidiary Shanghai Worldbest Evangel Economic Development Co.,Ltd. invested RMB 720,000 on March 17,2004 to assign 90% of the equity of Shanghai Mangaonie Import and Export Co.,Ltd. held by Shanghai SiHeng Enterprise Development Co.,Ltd.
(2)Approved by the Board of Directors, the Company’s subsidiary Shanghai Worldbest Greenwich Industrial Co.,Ltd. invested RMB 80,000 to assign 10% of the equity of Shanghai Mangaonie Import and Export Co.,Ltd. held by Shanghai Shunle Industrial and Trade Co.,Ltd.
(3) The relative legal procedures of equity modification of Shanghai Mangaonie Import and Export Co.,Ltd. was completed on March 25,2004.
5. In accordance with the “Resolutions on the Capital Increase of Shanghai Worldbest Compound New Material Co.,Ltd. by transferring the debt into equity ” made on the Dec 22, 2003 General Manager’s business meeting , the Company transferred the account receivable RMB 10,159,398.02 to the equity of the Shanghai Worldbest Compound New Material Co.,Ltd. After the shareholders increased the capital by the same ratio, the Company still held 60% of the equity. . The legal modification procedures for the capital increase was completed on March 26,2004.
6. Approved by the General Managers’ business meeting, in March 2004, the Company invested RMB 6 million (60%) and the natural person Mr. Ma Tianfu invested RMB 4 million(40%) to establish Shanghai HuaQitai Real Estate Development Co.,Ltd. The Company paid the investment on March 17,2004. The business license of Shanghai HuaQitai Real Estate Development Co.,Ltd. was issued on March 29,2004.
7. Important Guarantee
.Detailed table of the guarantee for external enterprises
2004-3-31 Unit:0’000
No. Company Amount RMB Amount USD The Beginning Dateof the borrowing The Ending Dateof the borrowing
1 Sinotex United 4900 2004-3-27 2005-3-26
2 Fei Le Co.,Ltd. 2500 2003-9-25 2004-9-24
2040 2003-9-27 2004-9-26
6300 2003-11-10 2004-5-10
2400 2003-12-17 2004-6-10
4750 2003-11-20 2004-5-20
2000 2004-3-12 2005-3-11
3 China Textile Machinery 10000 2004-2-25 2005-2-24
4000 2003-6-25 2004-6-25
4 Wai Gao Qiao 353 2003-12-13 2004-12-13
98 2003-12-3 2004-12-2
200 2003-9-23 2004-9-21
2000 2004-1-15 2005-1-14
3000 2004-3-14 2005-3-13
5000 2003-5-30 2004-5-29
5000 2004-3-25 2005-3-24
5 Life Science 2000 2003-9-12 2004-9-11
6 Suzhou Agro Chemical 840 2003-4-30 2004-4-29
1000 2003-6-18 2004-6-17
1210 2003-9-30 2004-9-27
Total 58940 651
Detailed table of the guarantee for the subsidiaries of the Company
2004-3-31
No. Company Amount RMB Amount USD The Beginning Dateof the borrowing The Ending Dateof the borrowing
1 Worldbest Radici 720 2002-2-25 2005-2-25
720 2002-5-24 2005-5-24
350 2003-9-22 2005-9-22
350 2003-12-4 2005-12-4
350 2003-11-3 2005-11-3
300 2003-7-7 2004-7-7
200 2004-3-26 2004-9-26
400 2003-10-21 2004-10-21
300 2004-2-16 2004-8-16
100 2004-1-19 2004-9-19
55 2004-2-5 2004-8-5
90 2004-1-19 2005-1-19
200 2003-10-27 2004-4-27
100 2003-11-21 2004-11-21
120 2003-11-17 2004-8-17
100 2003-11-14 2004-5-14
240 2003-12-9 2004-12-9
200 2004-3-28 2005-3-28
600 2002-5-23 2004-5-22
3000 2002-5-24 2004-5-23
3000 2002-7-4 2004-7-4
2000 2002-3-27 2004-3-26
3000 2004-3-5 2005-3-5
2000 2004-3-16 2005-3-16
1000 2002-12-17 2004-12-9
2000 2004-3-12 2005-3-12
2000 2002-7-9 2004-7-9
3000 2002-6-17 2004-6-16
5000 2003-11-27 2004-5-27
3000 2003-11-20 2004-11-20
3000 2003-10-28 2004-10-28
2 Zhejiang Industrial and Trade 100 2003-10-20 2004-4-20
50 2003-10-8 2004-4-8
60 2003-10-28 2004-4-28
100 2004-1-8 2004-7-8
120 2004-1-18 2004-5-18
55 2004-2-6 2004-8-6
30 2004-3-10 2004-9-16
140 2004-3-20 2004-9-22
3 Yangzhou Rainbow 60 2004-3-19 2004-8-19
40 2004-2-10 2004-5-19
500 2004-1-5 2005-1-5
300 2002-6-19 2004-4-06
100 2004-3-22 2004-6-21
200 2004-3-30 2004-7-29
200 2004-2-26 2004-8-25
150 2004-3-25 2004-9-22
250 2004-3-1 2004-11-1
200 2004-3-8 2005-3-7
200 2003-7-16 2004-7-16
200 2003-10-18 2004-10-18
230 2003-7-28 2004-7-28
4 Fuyang Pharmaceutical 500 2003-11-26 2004-9-26
500 2003-11-28 2004-6-30
300 2003-8-25 2004-8-24
800 2004-1-2 2005-1-2
500 2004-1-14 2005-1-14
500 2004-1-23 2005-1-23
200 2002-4-3 2004-4-2
200 2003-4-24 2004-4-23
100 2002-5-23 2004-5-22
400 200-3-30 2004-11-30
400 2003-9-30 2004-3-29
800 2003-4-28 2004-4-27
300 2003-5-28 2004-5-27
60 2003-5-30 2004-5-30
300 2003-8-5 2004-8-5
200 2003-10-24 2004-10-24
100 2003-11-28 2004-11-28
100 2004-1-20 2005-1-20
200 2004-3-19 2005-3-19
100 2003-4-23 2004-4-23
900 2003-9-18 2004-9-18
500 2003-5-15 2004-5-14
500 2003-6-10 2004-6-9
500 2003-6-20 2004-6-19
450 2003-11-20 2004-11-19
1200 2003-12-31 2004-11-30
500 2003-4-10 2004-4-9
500 2003-4-18 2004-4-17
7 Worldbest Newsun 200 2003-7-11 2004-7-9
200 2003-6-6 2004-6-5
200 2003-12-05 2004-06-17
500 2003-7-21 2004-7-20
300 2003-8-14 2004-8-13
1500 2003-6-1 2004-5-31
8 Worldbest Evangel 1000 2003-7-23 2004-7-22
9 Xinxiang 240 2003-12-3 2004-8-24
410 2004-2-26 2005-1-25
320 2004-2-25 2005-1-25
400 2003-5-20 2004-4-20
405 2003-5-9 2004-4-9
100 2003-8-20 2004-7-20
300 2003-9-28 2004-8-28
150 2003-9-24 2004-8-24
275 2003-11-14 2004-10-14
10 Anhui Feida 450 2003-11-25 2004-11-25
200 2003-6-27 2004-6-26
11 Anhui Chemical fiber 500 2003-10-17 2004-10-15
800 2003-5-16 2004-5-15
300 2003-7-28 2004-7-21
200 2003-8-19 2004-8-18
500 2003-8-23 2004-8-23
500 2003-8-23 2004-7-22
500 2003-10-17 2004-8-6
400 2003-9-24 2004-9-21
12 Worldbest compound new material 500 2003-6-12 2004-6-10
500 2003-12-11 2004-9-11
500 2003-12-30 2004-11-30
500 2004-1-15 2004-12-15
13 Nan Ton Huatong 4000 2003-12-19 2004-6-19
1800 2002-12-17 2005-12-17
14 Greenwich 500 2003-9-16 2004-9-15
500 2004-3-26 2005-3-10
250 2004-2-25 2005-1-27
300 2004-2-19 2005-2-10
300 2003-8-22 2004-8-15
800 2003-8-15 2004-8-15
300 2003-9-12 2004-9-12
1000 2003-10-15 2004-10-15
15 Shandong Lantian Paper Production 300 2003-5-21 2004-5-20
200 2003-6-11 2004-6-9
200 2003-9-24 2004-8-23
250 2003-9-24 2004-9-17
100 2003-8-28 2004-8-27
230 2003-7-3 2004-7-1
360 2003-11-12 2004-11-3
30 2003-4-23 2004-4-21
600 2003-9-12 2004-9-11
200 2003-10-13 2004-10-11
230 2003-4-30 2004-4-30
150 2003-10-15 2004-10-15
800 2003-9-30 2004-9-30
100 2003-10-20 2004-10-19
500 2003-9-12 2004-9-11
100 2003-9-12 2004-9-1
16 Yangzhou Worldbest 800 2003-5-20 2004-5-20
Total 73245 6895
The external guarantee made by the subsidiary
2004-3-31
No. Company Amount RMB Amount USD The Beginning Dateof the borrowing The Ending Dateof the borrowing
1 Lu’an Pharmaceutical 160.02 2002-12-23 2005-5-10
60.01 2002-12-23 2004-11-10
84 2002-12-23 2005-11-10
96.01 2002-12-23 2005-11-10
subtotal 400.04 0
Total 400.04 0
…
3.3 The explanation of the change of accounting policies, estimates, scope of consolidation and major accounting mistake .
suitablevunsuitable
3.4 The relative explanation made by the BoD and BoS of audited report with “ substandard opinion”
suitable vunsuitable
3.5 Forecast of loss of the reporting period or big changes of the accumulated profits compared with the last reporting period and the explanations.
suitable vunsuitable
3.6 The adjustment of the publicized annual business plan or budget of the Company
suitable vunsuitable
Shanghai Worldbest Co.,Ltd.
April 15, 2004
|
04/02/2005 |
| 2003 Annual Report |
Shanghai Worldbest Co., Ltd.
2003 Annual Report
Shanghai Worldbest Co., Ltd.
April 15th 2004
IMPORTANT NOTICE
The Board of the Company and the directors guarantee that there is no false statement, misleading statement or serious omission in the contents of this report and will be solely or jointly liable for the authenticity, precision and integrity of the report.
Director Chen Yongming was not able to attend the 5th Session of the 3rd Board of Directors Meeting for other engagement.
The Company’s Legal person Chairman of the Board Mr. Wu Yunsheng, person in charge of accounting Chief Accountant Mr. Chen Dezhong, and person in charge of accounting organization manager of accounting department Mr. Li Yufeng declared to guarantee the authenticity and integrity of the financial report in the annual report.
CATALOGUE
Chapter One Company Profile
Chapter Two Summary of Accounting and Business Data
Chapter Three Changes of Share Capital and Introduction of Shareholders
Chapter Four Directors, Supervisors, Senior Management and Staff
Chapter Five Corporate Governance
Chapter Six Introduction of Shareholders’ Meetings
Chapter Seven Report of Board of Directors
Chapter Eight Report of Board of Supervisors
Chapter Nine Important Matters
Chapter Ten Financial Report
Chapter Eleven Documents for Reference
CHAPTER ONE COMPANY PROFILE
Legal Name and Abbreviation of the Company
1) Chinese Name of the Company: ??????????
Chinese Abbreviation : ????
2) English Name of the Company: SHANGHAI WORLDBEST CO., LTD.
English Abbreviation: SWB
2. Legal representative of the Company: Wu Yunsheng
3. Contact Information of Board Secretary and Authorized Representative of Securities Affairs:
Board Secretary of the Company: Authorized Representative of Securities Affairs
Name Zhang Lesheng Xue Yubao
Contact Address 31F,China Merchants Tower, No.161 Lujiazui Rd (E), Pudong, Shanghai 31F,China Merchants Tower, No161 Lujiazui Rd (E), Pudong, Shanghai
Tel 021-58799888 021-58799888
Fax 021-58825887 021-58825887
Email lesheng411@worldbest.sh.cn swc07@sohu.com
4. The registered address, office address, postcode, website and email of the Company
Registered address: 31F,China Merchants Tower, No161 Lujiazui Rd (E), Pudong, Shanghai
Office address: 31F,China Merchants Tower, No161 Lujiazui Rd (E), Pudong, Shanghai
Post code: 200120
Website: http://www.worldbest.sh.cn
Email: shhygf@worldbest.sh.cn
5. The newspapers for information disclosure, the website appointed by China Securities Regulatory Commission for annual report disclosure and the place to get the Company’s annual report for reference:
Newspapers for information disclosure: Shanghai Securities, China Securities, and Hong Kong Wen Hui Daily
Website China Securities Regulatory Commission appointed for annual report disclosure:
http:// www.sse.com.cn
Place to get the Company’s Annual Report for reference: General Managers’ Office of the Company
6.The Stock Exchange where the Company’s stock listed and the stock name and stock code of the Company
Stock Exchange: Shanghai Stock Exchange
Stock name and Stock code: Worldbest A Share: 600094
Worldbest B Share: 900940
7. Other relative information:
1). Date and place of the Company’s first registration and that of the changed registration
First registration: July 18,1996 the Bureau of Industry and Commerce of Shanghai
Changed registration: August 23,2001 the Bureau of Industry and Commerce of Shanghai
2) Registration number of Corporate Business License: Qi Gu Hu Zong Zi No.022582
3) Tax registration number: 310115812802106
4) Names and office address of the CPA companies entrusted by the Company
Domestic: Ernst & Young Da Hua CPA Firm.
Office Address: No.146, Kun Shan Rd, Shanghai, China
International: Ernst & Young Hong Kong
Office Address: 12F,Xie Tai Center No. 88 Zunyi Rd (S), Shanghai, China
CHAPTER TWO SUMMARY OF ACCOUNTING AND BUSINESS DATA
1. Profit for the year Unit: RMB
Item Amount
Total profits 105,089,314.37
Net profits 60,323,264.25
Net profits after deducting non-recurring profit and loss 11,189,050.25
Profits from primary business 375,605,823.65
Profits from other business 32,523,270.95
Operating profits 35,169,789.92
Income on investment 45,454,617.18
Income from subsidies 2,922,807.09
Non-operatiion balance of payment 21,542,100.18
Net cash flow from operations 119,351,708.62
Net increase of cash and cash equivalent -131,194,730.25
Note: The non-recurring profit and loss items deducted: RMB 49,134,214.00
Of which:
Item The amount effect the consolidated net profit of this reporting year
Profit and loss from the settlement of fixed assets 1,423,880.20
Fixed assets depreciation reservation carried over 372,035.88
The return, reduction or exemption of the tax collected through informal examination and approval procedures or without standard approval documents 1,606,945.54
Income from entrusted loan 7,775,973.38
Income from short term investment 606,883.59
Income from settlement and transference of share equity 11,206,797.62
The bad account reservation accrued in previous year and returned this reporting year 6,424,020.15
The inventory depreciation reservation accrued in previous year and returned this reporting year 7,992,336.89
The non-operation income deducting the assets depreciation reservation in accordance with the stipulations of enterprise accounting system. 10,949,726.33
The non-operation expenditure deducting the assets depreciation reservation in accordance with the stipulations of enterprise accounting system. -2,303,833.58
Income from technology transference 3,079,448.00
Total 49,134,214.00
The net profits realized, audited in accordance with China Accounting Standards, were RMB 60,323,000,and audited in accordance with International Accounting Standards, the net profits were RMB 66,858,000
The specific differences are as follows:
Net profits(RMB 0’000)
Listed in accordance with China Accounting Standards: 60,323
Adjusted in accordance with International Accounting Standards:
Investment income from the sale of the subsidiaries 17,275
Write-off initial expenses during construction period -2,904
The confirmed value of good will and the differences of atomization -4,253
The differences of fixed assets entry value and accumulated depreciation -526
The differences of capitalization of the conversion income and depreciation 452
Others -3,134
The audited number in accordance with International Accounting Standard 67,233
Shareholders’ equity (RMB 0’000)
Listed in accordance with China Accounting Standards: 1,566,175
Adjusted in accordance with International Accounting Standards:
Write-off initial expenses during construction period -12,283
The confirmed value of good will and the differences of atomization -6,162
The differences of fixed assets entry value and accumulated depreciation -12,283
The differences of capitalization of the conversion income and depreciation -5,870
Conversion differences of foreign currency reports -13,867
Others -13,093
The audited number in accordance with International Accounting Standard 1,502,617
2.The Company’s main accounting data and financial indexes of the previous three years
Unit: RMB
Financial item 2003 2002 2001
Before adjustment AfterAdjustment Before adjustment After adjustment
Primary business income 3,833,659,078.00 2,304,504,237.16 2,304,504,237.16 1,858,169,193.87 1,858,169,193.87
Net profits 60,323,264.25 43,802,982.91 42,791,205.87 77,310,043.15 77,469,155.49
Total assets 5,615,608,658.98 4,479,913,477.72 4,479,008,714.14 3,823,941,000.69 3,824,051,103.18
Shareholders’ equity(Excluding minority shareholders’ equity) 1,566,174,602.82 1,474,577,107.45 1,473,672,343.87 1,430,022,968.88 1,454,720,771.37
Basic earnings per share (Diluted) 0.123 0.09 0.09 0.16 0.16
(Weighted) 0.123 0.09 0.09 0.16 0.16
Basic earnings per share(After deducting non-recurring profit and loss) 0.023 0.06 0.06 0.13 0.13
Net assets per share (RMB/share) 3.185 3.00 3.00 2.91 2.96
Net assets per share after adjustment (RMB/share) 3.151 2.96 2.96 2.87 2.92
Net cash flow from operations per share 0.243 0.41 0.41 0.69 0.69
Return on net assets (%) (Diluted) 3.852 2.97 2.90 5.41 5.33
(Weighted) 4.011 3.02 2.90 5.43 5.57
3. Return on net assets and basic earnings per share of the reporting period calculated according to regulations of Rules Governing Compiling of Information Disclosure of Public Companies (No.9) made by China Securities Regulatory Commission are as follows:
Item Return on net assets (%) Basic earnings per share (RMB/share)
Diluted Weighted Diluted Weighted
Profits from primary business 23.98 24.98 0.764 0.764
Operating profits 2.25 2.34 0.072 0.072
Net profits 3.85 4.01 0.123 0.123
Net profits after deducting non-recurring profit and loss 0.71 0.75 0.023 0.023
4. Changes of shareholders’ equity within the reporting period and the reason
Unit: RMB
Item Period beginning Increase Decrease Period end
Share capital 491,754,000.00 491,754,000.00
Share premium 739,157,569.55 378,372.00 739,535,941.55
SurplusCommon reserve 174,443,285.82 21,783,158.17 1,146,962.90 195,079,481.09
Statutory public welfare fund 66,497,440.05 8,717,342.65 382,320.97 74,832,461.73
Retained earnings 67,566,332.84 61,470,227.15 21,783,158.17 107,253,401.82
Total shareholders’ equity 1,473,672,343.87 115,432,380.02 22,930,121.07 1,566,174,602.82
The increase of share premium was mainly the equity investment differences caused by external investment, the change of surplus common reserve and public welfare fund were mainly the accrual of after tax net profit of this period, the increase of retained earnings were mainly because of the net profits carried over this year.
CHAPTER THREE CHANGES OF SHARE CAPITAL AND INTRODUCTION OF SHAREHOLDERS
1. Table of changes of share capital
Unit: 0’000 share
Before change Increase or decrease (+, -) After change
Share placement Bonus share Share transfer New issuance Other Sub total
A: Unlisted outstanding shares
1) Shares of promoters
Shares held by the State
Shares held by domestic legal persons 17,435.4 17,435.4
Shares held by overseas legal persons
Others
2) Shares of corporate subscribers
3) Staff shares
4) Preferred shares or others of which: share transfer and share placement
Total unlisted outstanding shares 17,435.4 17,435.4
B. Listed outstanding shares
1) RMB-denominated ordinary shares 11,040 11,040
2) Domestically-listed foreign shares 20,700 20,700
3) Overseas-listed foreign shares:
4) Others
Total listed outstanding shares 31,740 31,740
C: Total shares 49,175.4 49,175.4
2.Introduction of shareholders
1) At the end of the reporting period, the number of total shareholders was 93,244, of which, 35,029 shareholders were shareholders of domestically listed foreign shares, and 58,215 shareholders were shareholders of domestically-listed RMB-denominated ordinary shares.
2) Top ten shareholders
Unit: share
No. Name of shareholder(full name) Increase or decrease Shareholding at year-end Percentage (%) Type of shares(marketable or unmarketable) Shares mortgaged or blocked Nature of shareholders(State-owned shareholders or foreign capital shareholders)
1. ChinaWorldbest Group Co., Ltd. No 154932000 31.51 Unmarketable 77460000 State-owned shareholders
2. Xishan Changyuan Silk Weaving Mill No 10152000 2.06 Unmarketable 10152000
3. Jiangsu Qiuyan (Group) Company No 9270000 1.89 Unmarketable
4. SKANDIA GLOBAL FUNDS PLC Unknown 2659450 0.54 Marketable Foreign capital shareholders
5. Anhui Credit Investment Company, Ltd No 742400 0.15 Marketable Foreign capital shareholders
6. DEBORAH WANG LIN No 709500 0.14 Marketable Foreign capital shareholders
7. NAITO SECURITIES CO., LTD -114220 671901 0.14 Marketable Foreign capital shareholders
8. ZHOU WUJUN Unknown 589300 0.12 Marketable
9. WU FUYING Unknown 481300 0.10 Marketable
10. ZHENG PEIFEN Unknown 466000 0.09 Marketable Foreign capital shareholders
Note:
1.The 77460000 state-owned legal person shares held by China Worldbest Group Co., Ltd. have been mortgaged to China Construction Bank Shanghai Branch, the term starting from Oct.22rd, 2002 to March.19th, 2012; At the end of the reporting period, the 10152000 shares held by Xishan Changyuan Silk Factory were still mortgaged to China Agricultural Bank Wuxi Branch.
2. There is not any related relationship among the top three shareholders (the shares are non-circulated), and they also don’t belong to the “consistent actor” defined by the “The Regulations on Information Disclosure of the Changing of the Share Capital of Listed Company”. As for the other shareholders of marketable shares, the Company doesn’t know their relationship or whether they belong to the “consistent actor” defined by the “The Regulations on Information Disclosure of the Changing of the Share Capital of Listed Company”.
3)Introduction of the Company’s controlling shareholder
The Company’s controlling shareholder China Worldbest Group Co., Ltd: Legal representative is Zhou Yucheng. This company was established on July 16,1992 with a registered capital of RMB647.64 million and a business scope covering home trade (excluding those specially stipulated), development and management of real estate, warehousing, crude oil, foreign economic cooperation, self-operated and commissioned import and export of commodities and technologies (excluding those collectively managed by the State or by those companies authorized by the State), foreign trade and entrepot trade.
China Worldbest Group Co., Ltd. is managed by the Working Committee of the Central Government’s Large Enterprises, and the top ten shareholders are listed below in accordance with their respective shareholding: the Ministry of Finance holding 9.136%, Association of staff shares of China Worldbest Group Co., Ltd. holding 8.465%, Hong Kong King Sharp Industrial (Holdings) Co., Ltd. holding 8.338%, the headquarters of Bank of Communications holding 8.025%, Bank of Shanghai holding 7.765%, Shanghai Heng Sheng Investment Development Co.,Ltd. holding 7.629%, China National Textile Import & Export corporation holding 7.040%, China National Textile machinery and Technology Import & Export Corporation holding 7.040%, Anhui international Trust & Investment Company holding 6.483%,and Shanghai Textile Development Corporation holding 5.628%
4). Top ten marketable shareholders
Name of shareholder (full name) The amount of circulated shares held at the end of the year Type of the share (A, B, H share or others)
SKANDIA GLOBAL FUNDS PLC 2659450 B share
An Hui International Investment Co., Ltd. 742400 B share
DEBORAH WANG LIN 709500 B share
NAITO SECURITIES CO., LTD 671901 B share
ZHUO WUJUN 589300 A share
WU FUYING 481300 A share
ZHENG PEIFEN 466000 B share
HKIT S/A 006-1130390431 463000 B share
QI JIANLIANG 450000 B share
TANG WEIXING 441551 B share
Note: The Company doesn’t know whether there is the related relationship among them.
CHAPTER FOUR DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND STAFF
1. Directors, Supervisors and Senior Management
(1) Basic Information
Name Position Sex Age Period of position Shareholding at beginning of the year Shareholding at end of the year Reasons for change
Name Position Sex Age Period of position Shareholding at beginning of the year Shareholding at end of the year Reasons for change
Ji Qunli Honorary Chairman of BoD Male 45 2002.8-2005.8 0 0
Wu Yunsheng Chairman of BoD Male 63 2002.8-2005.8 32097 32097
Sun Yin Vice-Chairman of BoD&General Manager Male 42 2002.8-2005.8 0 0
Zhu Chunlin DirectorPresidium Deputy General manager Male 48 2002.8-2005.8 0 0
Yu Chaoyang Director Male 77 2002.8-2005.8 5519 5519
Wang Caifu Director Male 61 2002.8-2005.8 0 0
Xin Peini DirectorChief Accountant Female 56 2002.8-2005.8 0 4000 Purchase on the secondary market
Fu Weimin Director Male 47 2002.8-2005.8 3000 3000
Chen Yongming Director Male 48 2002.8-2005.8 0 0
Wang Xijiong Director Male 60 2002.8-2005.8 5519 5519
Xu Duanfu Independent Director Male 69 2002.8-2005.8 0 0
Wang Fanghua Independent Director Male 57 2002.8-2005.8 0 0
Zhang Wenxian Independent Director Male 66 2002.8-2005.8 0 0
Chen Yanmo Independent Director Male 61 2002.8-2005.8 0 2000 Purchase on the secondary market
Yang Guisheng Independent Director Male 40 2003.5-2005.8 0 0
Gu Guangzong Chairman of BoS Male 61 2002.8-2005.8 0 0
Lu Wen Supervisor Male 48 2002.8-2005.8 0 0
Bian Naitai Supervisor Male 61 2002.8-2005.8 0 0
Zhang Jugen Supervisor Male 58 2002.8-2005.8 0 0
Fan Ruian Supervisor Male 62 2002.8-2005.8 0
Dong Limin Supervisor Male 51 2002.8-2005.8 0 0
Tao Jianjun Supervisor Male 41 2002.8-2005.8 0 2834 Purchase on the secondary market
Zhang Lesheng BoD SecretaryDeputy General Manager Male 48 2002.9-2005.9 5519 5519
Wu Haisheng Deputy General Manager Male 46 2002.9-2005.9 0 0
Li Yuning Deputy General Manager Male 46 2002.9-2005.9 0 0
Yu Qingpei Chief Engineer Male 63 2002.9-2005.9 5519 5519
Directors and supervisors holding a position at entities of shareholders
Name Name of entity of shareholder Position Period of position
Ji Qunli China WorldbestGroup Co., Ltd. Vice Chairman 2001.6---
Yu Chaoyang China WorldbestGroup Co., Ltd. Managing Deputy Director of the Financial and Auditing Committee of the Group’s Board of Directors 2002.1---
Wang Caifu China WorldbestGroup Co., Ltd. Managing Deputy Director of the Investment and Strategy Committee of the Group’s Board of Directors 2002.1---
Fu Weimin China WorldbestGroup Co., Ltd. Managing Deputy Chief Accountant 2002.9---
Lu Wen China WorldbestGroup Co., Ltd. Assistant to the President of Group 2002.6---
Bian Naitai China WorldbestGroup Co., Ltd. Director of Auditing Dept. of Group 1999.6---
Zhang Jugen China WorldbestGroup Co., Ltd. Director of International Cooperation Dept. 2003.4---
(2) Annual reward
1.Annual rewards of directors, supervisors and senior management who get their rewards from the Company are determined, according to their respective position and responsibility, by combining their basic monthly salary with year-end rewards based on their achievements.
2.The total annual rewards of the present directors, supervisors and senior management are RMB 1.45 million and total of the top three high-rewarded directors is RMB 320 thousand and total of the top three high-rewarded senior management is RMB 210 thousand.
3.Allowance and other treatment for Independent Directors
In accordance with the relative stipulations of the “The Guiding Opinions on the Establishment of Independent Director System in Listed Company”, the annual allowance paid by the Company to each independent director is RMB36 thousand (tax included). For the other reasonable expenses (including travel and office expense) for attending the Board Meetings and Shareholder's Meetings and exercising the rights in accordance with the relative stipulations of “Company Law ”and “Articles of Associations”, the Company will pay according to the invoice.
4.The number of present directors, supervisors and senior management of the Company is 27, 18of them get a reward from the Company, and of these 18persons, 3 of them got a reward of over RMB 120 thousand, 4 of them got a reward between RMB 80 thousand to RMB 120 thousand, 11 of them less than RMB 80 thousand.
5. The directors, supervisors who didn’t receive the reward and allowance from the Company: Ji Qunli, Yu Chaoyang, Wang Caifu, Fu Weimin, Chen Yongming, Wang Xijiong, Lu Wen, Bian Naitai, Zhang Jugen, of whom Wang Xijiong is external director, who received his reward from his own company, the rest directors and supervisors all received their reward for the shareholder of the Company.
(3) Directors, Supervisors or Senior Management leaving their posts or engaged within the reporting period.
On April 18,2002, the 2nd Session of the 3rd Board of Directors Meeting approved that as work required, Ms. Xin Peini would be no longer the chief accountant of the Company, and the BoD engaged Mr. Chen Dezhong as the chief accountant of the Company.
On May 23rd 2002, the 2002 annual shareholders meeting approved that as work changed, Mr. Gu Guanlin would be no longer the director of the Company, and the meeting engaged Mr. Yang Guisheng as the independent director of the 3rd Board of the Company.
On Oct 24th, 2003, the 4th Session of the 3rd Board of Directors Meeting of the Company approved as work required, Mr. Zhang Bolin would be no longer the deputy general manager of the Company.
5. The Company’s staff
Till Dec31, 2003, the Company and its subsidiaries have 7,498 employees, of whom, 6,102 are workers, accounting for 81.38%; 1,276 are management, of which 306 are salespersons, accounting for 4.08%; 570 are engineers and technicians, accounting for 7.60%; 132 are financial persons, accounting for 1.76%; 268 are other management, accounting for 3.57%. In terms of their educational backgrounds, 13 are masters, 328 are graduates, 806 are college graduates, and 1226 are graduates of secondary specialized schools. Employees with educational backgrounds above graduates of secondary specialized schools account for 31.65% of the total. By the end of 2003, the Company and its subsidiaries bear all the costs for 1915 retired workers.
CHAPTER FIVE CORPORATE GOVERNANCE
1. Introduction of corporate governance
The Company strictly abide by the stipulations of Company Law, Securities Law and the relative standard documents issued by China Securities Regulatory Commission, and under the principle of strengthening and improving the corporate governance structure to realize the standardization and systematization, the Company continuously improved the legal person governance structure to establish the modern enterprise system and to regulate the operation of the Company. The Company formulated “Articles of Association ” “Rules of the Procedures for Shareholders’ Meeting” “Rules of the Procedures for Board Meeting” “Rules of the Procedures for Supervisors Meeting “ “ Working System of the Board of Supervisors” “ Working Report System of the Board of Supervisors” and “ The Working Suggestion System of the Board of Supervisors” and various internal management and control systems etc, to strengthen the regular the management of the Company systematically, and to promote the continuous improvement of the Company’s management.
In general, the practice of the Company’s operation and management conforms to the requirements of the standard documents of the listed company governance issued by China Securities Regulatory Commission.
2. The fulfillment of the duty of Independent Directors of the Company
The Company now have 15 Directors, of whom 5 are independent directors, which achieved the requirement that the number of the independent directors shall accounts for 1/3 of the total of directors stipulated by the “the Guiding Opinion on the Establishment of independent Directors of Listed Company”.
The present independent directors, in order to be responsible for all the shareholders, and in accordance with the relative rules and stipulation of the Security Law, fulfilled the duty of sincerity and diligence, protected the interests of the Company and the legal interests of minority shareholders, actively acquired themselves with the Company’s situation, attended the Board Meetings, contributed suggestions to the operation and management of the Company, expressed the independent opinions, which was positive for the Board Meeting of the Company to make the decision scientifically and objectively.
3.Separation from the controlling shareholder in terms of business, labor, assets, finance,
organization and business
The Company is independent from the controlling shareholder in terms of business, labor, assets, structure and finance, etc. The Company and the controlling shareholder are financially independent from each other and they are responsible for their own responsibilities and risks.
1) Business
The Company is independent from the controlling shareholder in terms of business and it has the independent and complete business and its own operation ability.
2) Labor
The Company is independent in terms of the management of labor, personnel and wages and has its own labor and personnel management department. Senior management like the general manager, deputy general managers, chief accountant and board secretary all receive their wages from the company and hold no post in the controlling shareholder.
3) Assets
The Company has intact assets, independent systems of production, supply and sales and the ability to face the market independently. There is no horizontal competition between the Company and its controlling shareholder.
4) Organization
The Company has established its organization structures completely independent of its controlling shareholder. The Company does not use one same office with its controlling shareholder.
5) Financial
The Company has its own financial department and has established its own accounting system and financial management system and opened an independent bank account.
(4) The Company has a fair and transparent evaluating and encouraging system of senior management
Within the reporting period, the Company evaluates its general manager by annual-reward system, which means the Company signs a management objective agreement with the general manager for evaluations at year-end to decide reward or punishment. For other senior management, the evaluation, reward or punishment will mainly depend on the actual results of their work.
CHAPTER SIX INTRODUCTION OF SHAREHOLDERS’ MEETINGS
Within the reporting period, the Company convened two Shareholders’ Meetings: The 2002 Annual Shareholders’ Meeting and The 1st Extraordinary Shareholders Meeting of 2003.
1. 2002 Annual Shareholders’ Meeting
(1) The notice and convening of the meeting
1. On April 22nd, 2003 the Company publicized the notice of convening 2002 Annual Shareholders’ Meeting on China Securities, Shanghai Securities and Hong Kong Wen Hui Daily.
2.On the afternoon of May 23, 2003, the 2002 Annual Shareholders’ Meeting was held in the Movie Hall, 3rd floor of Shuang Yong Hotel .15 shareholders (proxy included) attended the meeting, representing 174,421,006shares, taking up 35.4691% of the Company’s share capital. Of which 13 are domestic shareholders, taking up 61.2344 % of the Company’s domestic share capital, 2 foreign shareholders, representing 53,500 shares, taking up 0.0258% of the Company’s foreign share capital, which is in conformity with the relative stipulations of Company Law, Articles of Association and the Guiding opinion on the Shareholders meeting of listed company.
(2) The resolutions approved by the meeting
The meeting reviewed and passed the following proposals: Working report of Board of Directors; Working report of Board of Supervisors; Report of 2002 financial statement and plan of 2003 financial budget. ; 2002 profit distribution proposal; The proposal of the adjustment of the member of Board of directors and the nomination of the independent directors; The proposal of the investment made by Anhui Worldbest Biopharmaceutical Co., Ltd. to purchase the shares of Shanghai Worldbest Chang Fu Pharmaceutical (Group) Co., Ltd. and the transfer of the assets; The proposal of the establishment of China Worldbest Life Industry Co., Ltd. with all of the equity of Shanghai Worldbest Life Science Research and Development Co.,Ltd. and Suzhou Worldbest Agro Bio-chemical Products Co.,Ltd. hold by the Company.
The announcement of the resolutions of the shareholders meeting were publicized in China Securities, Shanghai Securities and Hong Kong Wenhui Daily on May 27,2003.
(3) The election and transfer of the directors and supervisors of the Company
On May 23,2003,the 2002 annual shareholders’ meeting approved the adjustment of the members of Board of directors of the Company, and Mr. Gu guanlin would be no longer the director of the company, the meeting elected Mr. Yang Guisheng be the independent director of the 3rd Board of Directors of the Company.
2. The First Extraordinary Shareholders’ Meeting of 2003
(1) The notice and convening of the meeting
1. On Oct, 25,2003, the Company publicized the notice of convening the First Extraordinary Shareholders’ Meeting of 2003 in China securities, Shanghai Securities and Hong Kong Wenhui daily.
2.On the Morning of Nov 28,2003, the 2003 First Extraordinary Shareholders’ Meeting of the company was held by communication. 8 shareholders (proxy included) attended the meeting, representing 174,942,245shares, taking up 35.5752% of the Company’s total share capital, of which 5 were domestic capital shareholders, representing 174,356,300 shares, taking up 61.2305% of the total domestic share capital; 3 were foreign capital shareholders, representing 585,945 shares, taking up 0.2831% of the total of the foreign share capital. which were in conformity with the company Law, Articles of association and the guiding opinion on the regulation of shareholders meeting of Listed company .
The resolutions approved by the meeting
The shareholders and the proxies attended the extraordinary shareholders meeting voted by open ballot, and the meeting approved the proposal of the continues engagement of the 2003 annual audit organization.
Resolutions of this meeting were publicized in Shanghai Securities, China Securities and Hong Kong Wen Hui Daily on Nov.29, 2002
CHAPTER SEVEN REPORT OF BOARD OF DIRECTORS
1. Operation situation of the Company within the reporting period
(1) Scope of primary business and the operation situation
Primary business of the Company cover synthetic fiber, superfine fiber, silk-like fabrics, fabrics for special work, polyester chips for fibers, polyester chips for packing and decoration, new composite materials for construction and decoration, bio-pharmaceuticals, modern telecommunication materials and related devices.
Within the reporting period, the industry and the market of the Company fluctuated largely because of the influence of Iraq War and “SARS”. The Iraq War caused the fierce fluctuation of the petrol chemical industry raw material that increased the cost of the major products of the Company. The bottle chips market was influenced by the outbreak of SARS that influenced the tourism related industry, which caused the drop of sell price and the large decrease of the gross profit. The gross profit of chemical fiber fabric products also decreased a lot, because the outbreak of SARS influenced the export of garments and fabrics that caused the weak chemical fiber fabric markets and the drop of the price. Confronted by the hard situation, the Company on one hand improved the management of the raw material purchase to decrease the cost while actively explored the market and expanded the sales; on the other hand kept on improving the technology improvement and tapping the potentialities by adjusting the products and enhancing the enterprise internal management, tried to minimize the various negative impact, and the whole year the Company still achieved the stable development.
1) The income or profit from primary business: according to industry and products
(Unit: RMB 0’000)
Industry or product Primary business income Primary business cost Gross profitRate(%) Increase of primary business income compared with last year (%) Increase of primary business cost compared with last year (%) Increase of the gross profit compared with last year (%)
Chemicals 83,027.39 81,547.57 1.78 54.74 68.55 -8.04
Chemical fiber 100,237.57 88,226.73 11.98 81.23 86.55 -2.51
Weaving 30,381.59 25,713.95 15.36 23.97 29.28 -3.48
Pharmaceuticals 34,096.80 28,240.06 17.18 -3.92 -4.15 0.20
Cloth production 7,089.13 6,327.00 10.75 -1.88 0.20 -1.86
Paper products 22,801.27 18,186.73 20.24 - - -
Construction material 11,491.11 8,362.57 27.23 171.86 138.70 10.12
Real estate 6,426.95 4,427.69 31.11 - - -
Trade 107,877.20 104,399.27 3.22 98.93 97.10 0.90
Others 257.99 270.59 -4.88 -94.17 -92.72 -20.91
Primary business income and profit, according to the geographic regions
(Unit: RMB 0’000)
Region Primary business income Percentage accounting for the primary business income Primary business profit Percentage accounting for the primary business profit
Inside China 329,527.88 85.79% 33,031.84 86.48%
Outside China 54,592.26 14.21% 5,162.87 13.52%
2) The industry or products taking over 10% of the primary business income or primary business profits
(Unit: RMB 0’000)
Industry or product Sales Sales cost Gross profit rate (%)
Chemical fiber 83,027.39 81,547.57 1.78%
Chemicals 100,237.57 88,226.73 11.98%
Weaving 30,381.59 25,713.95 15.36%
Pharmaceuticals 34,096.80 28,240.06 17.18%
Paper production 22,801.27 18,186.73 20.24%
Trade 107,877.20 104,399.27 3.22%
3) Primary business and its structure and the changes of profits of primary business within the reporting period
Within the reporting period, the paper production was added to the primary business of the Company. and the primary business income of paper production of the period was RMB 228,012,700,
Within the reporting period, the gross margin of the primary business of the Company was 9.96%, decreased compared with the last reporting period 11.61%. That was mainly because within the reporting period, the industry and the market of the Company fluctuated largely, the fluctuation of the petrol chemical raw material price increased the raw material cost of the Company’s major products. The sale price of the bottle polyester chip dropped, the gross margin decreased from 9.83% to 1.78% largely. The chemical fiber fabric products market was sluggish and the price dropped, the gross margin decreased from 14.49 to 11.98%.
(2) Operation situation of main equity –controlling companies and equity-participating companies
(Unit: RMB 0’000/ USD 0’000)
Company name Category of the business Business scope Registered capital Total Assets Net profit
Nan Ton Huatong Chemical Fiber Co., Ltd. Production Production and sale of PET/PA micro-fine DTY and the products USD530 22038 3603
Yangzhou Worldbest Co, Ltd. Production Production, processing and sale of chemical fiber fabrics and gray goods 8387 26539 1038
Changzhou Worldbest Radici Co., Ltd. Production Production, sale of non fiber polyester chips and the related products USD4520 133088 -357
Shanghai Worldbest Evangel Economic Development Co., Ltd. Trade Sales of knitting textile products,garments, leather products and daily necessities. 1020 13920 708
Shan Dong Worldbest Paper Production Co., Ltd. Production Production and sales of various kinds of papers for writing and packaging 7157.45 32336 1198
Shanghai Wolrldbest New Composite Material Co., Ltd. Production Production and sale of Aluminum Plastic compound material and related construction material USD450 11677 1130
Dupont Fibers (China) Co., Ltd. Production Production and sale of spandex and its further processed products USD4000 68095 8911
China Worldbest North America Mexico Co., Ltd. Production Production and sale of cotton yarn products Peso 96005 Peso 90053 Peso 3338
(3) Main suppliers and customers
(Unit: RMB 0’000)
Top five suppliers total purchase 73,380.89 Accounts for the total purchase (%) 23.24%
Top five customers total sales 44,033.08 Accounts for the total sales (%) 11.49
(4) Problems and difficulties of operation and the countermeasures
The major problems faced during the operation was the fluctuation of the raw material price and the increasing cost; the price of the company ‘s major products bottle chips dropped and the gross profit decreased, the chemical fiber fabric products market was sluggish, and the sell price dropped.
The Company adopted the following countermeasures:
1. Improved the management of the purchase of the raw material to reduce the raw material cost
2. Actively explored the market and expanding the sales.
3. Kept on the technology improvement and tapped potentiality works by adjusting the products and enhancing the enterprise internal management to decrease the negative influences.
2. Investment of the Company
1. Within the reporting period, there was no fund raised or the use of the fund raised before the reporting period.
2. Within the reporting period, the schedule and income of the projects that are invested with funds not from share issuance.
1). Within the reporting period, the Company continued the investment to the 300 thousand spindle project of Worldbest (Thailand) Textile Co., Ltd. The amount of the investment was RMB 39,128,600.In June 2003, with the approval of Document [2003] Shang Dai Liao Zi No.020 by Ministry Of Commerce; the Company implemented the transformation of the extension of 130 -thousand –spindle project by tapping the potentialities based on the original 300-thousand- spindle project. The total investment changed from USD 28,980,000 to USD 37,860,000. Within the reporting period, the investment of the 130 thousand-spindle project was RMB 50,929,900. Up till the end of the reporting period, the accumulated investment to the 430 thousand-spindle project by the Company up to RMB 278,636,400.The original 300 thousand spindle cotton spinning project has completed the construction in Feb, 2003 and started the production and operation, the 130 thousand spindle project is still in preparation for equipment transportation and installation. Within the reporting period the sales revenue realized converted to RMB 63,910,000,by deducting the construction preparation expenditure, the net loss occurred of the year converted to RMB 5,540,000.
2) Within the reporting period, the Company continued the investment to the 30 thousand ton citric acid project of Worldbest (Thailand) Bio-Chemicals Co., Ltd. The amount was RMB 108,656,600. Up till the end of the reporting period, the accumulated investment was RMB 17,341,9400.The total investment of the project was USD29, 698,000, converted to RMB 245,900,000. At present 70.52% of the investment has been completed. The whole project is still under the construction period.
3) Up till the end of the reporting period, the accumulated investment to the optical fiber project of Shanghai Worldbest OFIB Technology Inc by the Company was RMB 95,753,900. . Within the reporting period, the investment was RMB 25,870,000 The total investment of the project is RMB 130,000,000, 73.65% of the investment has been completed .The whole project is under the construction period.
4) The Company started the technology improvement project of the sixth series of national treasury financed loan project “sea and island extra fine filament yarn production and its special finishing of weaving” in 2002. The proposed total investment was RMB 114,800,000, within the reporting period the Company invested RMB 42,290,000, the accumulated investment was 94,390,000. The sea and island filament production and the special finishing have partly completed construction and started the production, within the reporting period realized the net profit of RMB 45,070,000. .
5) Within the reporting period, the Company invested RMB 7,200,000 to establish Shanghai Huadi Real Estate Co., Ltd. The registered capital of the company was RMB 12,000,000; the Company takes 60% of the share capital. Within the reporting period, the company realized net profit RMB 6,078,600.
6) Within the reporting period, the Company invested RMB RMB 9,500,000 with Zhejiang Worldbest Industrial and Commerce Co., Ltd. to establish Zhejiang Worldbest Auction Co., Ltd. . The Company takes 95% of the share capital and Zhe jiang Auction is still under preparation for establishment.
7) Within the reporting period, the company takes 80% of share capital by investing RMB 32,000,000 with Yangzhou Worldbest Co., Ltd. to establish Shanghai Taishen Investment Management Co., Ltd. The company loss RMB 1,060,000 in the year.
8) Within the reporting period, the Company increased the share capital of Dupont (Shanghai) Fibers Co., Ltd. USD 1,936,000 with the same proportion. The accumulated investment has been USD4, 936,000. After the capital increase, the registered capital was USD 49,360,000. The Company holds 10% of the share. Within the reporting period, the Company received the cash dividends RMB 3,848,400.
9) Within the reporting period, the Company increased the capital to the subsidiary Anhui Worldbest Biopharmaceutical Co., Ltd. RMB 47,000,000 by transferring the creditor’s rights to equity rights. After share increase, the registered capital was RMB 93,000,000. The Company’s shareholding proportion increased from 97.83% to 98.92%. The capital will be used for technology transformation and supplementary working capital, within the reporting period; the Company loss RMB 3,530,000.
10) Within the reporting period, the Company increased the capital to the subsidiary Anhui Worldbest Chemical Fiber Co., Ltd. USD 5,857,500 by transferring the creditor’s rights to equity rights. After share increase, the registered capital was USD 13,844,300 . The Company’s shareholding proportion increased from 53.02% to 71.36 %. The capital will be used for technology transformation and supplementary working capital, within the reporting period; the Company realized the net profits RMB 5,400,000.
3.Financial situation of the Company
(Unit: RMB 0’000)
Project name 2003 year end 2002 year end Increase/decrease(%) Reason for increase or decrease
Total assets 561561 447901 25.38 The changes of consolidation scope and the increase of fixed assets investment
Shareholders’ equity 156617.46 147367.23 6.28 Newly increased net profit
2002 2001
Primary business profits 37561 26546 41.49 The large increase of the primary business income
Net profits 6032 4279 40.97 The increase of primary business profits and investment income
Net increase of cash and cash equivalent -13119 -1163 -1028.03 Mainly caused by the increase of investment that decreased the cash. Meanwhile the increase of loan caused the cash flow from financing increased, while the increase of the financing was less than that of the expenditure of investment, the cash flow from operation activity was less than the last year.
Within the reporting period, the proportion of investment income accounting for the total profits increased largely was mainly because the large increase of the share equity transference income and the investment income of Joint Stock Company.
The reason and the influence of the change of the accounting policy and accounting estimates.
1.In accordance with the original accounting principle, the profit distribution proposal and the profit distribution relating to the reporting period made by the Board of Directors after the balance sheet date will be settled as the adjustment item of the items after the balance sheet date, which means to adjust the cash dividends of the distribution proposal to the current period profit distribution sheet and the year end balance sheet. Now in accordance with the Cai Kuai [2003] No.2 document of the Finance Ministry to implement the revised “Enterprise accounting principle—the items after the balance sheet date”, from July 1,2003, the Company will not realize the cash dividends proposed for distribution by the Board of Directors between the balance sheet date and the date the financial report approved and submitted for publication in the item of “dividends payable”, but still keep it in the item of “shareholders’ interests”. After the approval of Shareholders meeting then transfer it into the item of “dividends payable”. The Company adopts the retroactive method for the accounting policy modification in accordance the Cai Kuai [2003] No.12 document, and there is no influence to the shareholders interests in the beginning of 2003; interests 2002 year beginning increased by RMB 24,587,700.00, and the dividends payable reduced by RMB 24,587,700.00.
2.The Company increased the investment of Shanghai Greenwich Industrial Co., Ltd, and the calculation of the long-term equity investment used equity lay replacing the cost law. Now in accordance with the “Enterprise Accounting Principle –Investment ”of Finance Ministry, the company adopted the retroactive adjustment, adjusted the amount of the items of year beginning earnings retained the details are as follows:
Item Long-term equity investment Affecting the net profit Affecting the reserved income (including surplus common reserve) Of which: year end surplus common reserve Of which: year end retained earning
2002 end 2002 end 2002 2002 end 2002 end 2002 end
Remaining before adjustment 517,776,700.42 43,802,982.91 243,007,819.82 174,642,926.06 68,364,893.76
Remaining after adjustment 516,871,936.84 42,791,205.87 242,009,618.66 174,443,285.82 67,566,332.84
Difference -904,763.58 -1,011,777.04 -998,201.16 -199,640.24 -798,560.92
2001 end 2001 end 2001 2001 end 2001 end 2001 end
Remaining before adjustment 476,644,239.31 45,063,223.26 199,204,836.91 154,141,613.65 45,063,223.26
Remaining after adjustment 476,754,341.80 45,076,799.14 199,218,412.79 154,144,328.83 45,074,083.96
Difference 110,102.49 13,575.88 13,575.88 2,715.18 10,860.70
3.In accordance with the resolutions of the 3rd session of the 3rd Board of Directors, the Company modified the accrual scope of bad account, the depreciation period of fixed assets from Jan 1 2003, both adopting the future method, the details are as follows:
1) The reason for modification: With the expanding of external share equity investment of the Company and the increase of the industrial scope of the subsidiaries, the company modified the bad account accrual scope and fixed assets depreciation period according to its own situation.
2) The modification of the bad account reservation accrual scope:
Before the modification: The accrual scope was all the accounts receivable and other receivables
After the modification: The accounts receivable excluding the internal transmits among the enterprises within the consolidated scope, the sale within the normal account settle period and the account receivable caused by export trading using LC settlement within the effective period.
3) The modification of the depreciation period of the fixed assets:
Category of fixed assets Before modification After modification
Building and constructions 40 years 10-40 years
Machinery and equipment 8-14 years 8-14 years
Transportation devices 10 years 5-10 years
Other equipment 8-10 years 5-10 years
4) The influence to the consolidated net profit by the modification of bad account reservation accrual scope and fixed assets depreciation period.
Item Consolidated net profit influenced
Modification of the accrual scope of the bad account reservation 1,285,568.98
Modification of the depreciation period of fixed assets No
3. Day-to-day work of Board of Directors
1. Board of Directors meetings and resolutions within the reporting period
1) On Jan.27th, 2003, the First Extraordinary Board of Directors Meeting was held in the Meeting Room of the Company, which reviewed and passed the proposal of the related party transition of the purchase of the 57.92% equity of Shanghai Worldbest Greenwich Industrial Co., Ltd.:
2) On April 18,2003, the 2nd session of the 3rd Board of Directors Meeting was held in the Meeting Room of the Company, and the meeting reviewed and approved the working report of Board of Directors; business report of General Manager; 2002 Financial Statement and 2003 Financial Budget; 2002 Profit Distribution Proposal; 2002 Annual Report and Summary, 2003 first quarter report, the proposal of the adjustment of the members of board of directors and the nomination of independent directors; the proposal of the adjustment of the senior management of the company ;the proposal of the investment of Ahhui Worldbest Biopharmaceutical Co.,Ltd. to purchase the share of Shanghai Worldbest Changfu Pharmaceutical (Group)Co.,Ltd. and the proposal of the transference of the assets, the proposal of the establishment of China Worldbest Life industry Co.,Ltd with all the equity of Shanghai Worldbest Life Science Research and Development Co.,Ltd and Suzhou Worldbest Agro Biochemical Products Co.,Ltd. held by the Company and the proposal of the convening of 2002 annual shareholders’ meeting.
3) On August 8, 2003, the 3rd Session of the 3rd Board of Directors Meeting was held in the Meeting Room of the Company, the meeting reviewed and approved the following proposals: The business report of General Manager, the 2003 semi annual report of the Company and the summary, the proposal of the extension project of Worldbest (Thailand) Textile Co., Ltd.; the proposal of the adjustment of the accounting policy and the articles of the accounting estimates.
4) On Oct 24,2003, the 4th Session of the 3rd Board of Directors Meeting was held at the Meeting Room of the Company. The meeting reviewed and approved the 2003 3rd quarter report, the proposal of the continues engagement of the 2003 annual audit organization, the proposal of the continues mutual guarantee with “File Co., Ltd.”, the proposal of the adjustment of the senior management of the Company and the proposal of the convening of 2003 1st extraordinary shareholders’ meeting by communication.
2. The implementation of resolutions of Shareholder’s Meetings by the Board of Directors’
Within the reporting period, the Board of Directors convened 2002 Annual Shareholders’ Meeting, and the First Extraordinary Shareholders’ Meeting of 2003. According to the resolutions of these two meetings and the rights given to the board of Directors, the Board of Directors organized and completed the work of Anhui Worldbest biopharmaceutical Co., Ltd. ‘s investment to purchase the shares of Shanghai Worldbest Changfu Pharmaceutical (Group) Co., Ltd. (some of the assets transference work hasn’t been completed.) and the work of the establishment of China Worldbest Life Industry Co., Ltd with all the equity of Shanghai Worldbest Life Science Research and Development Co.,Ltd. and Suzhou Worldbest Agro Biochemical products Co.,Ltd. held by the Company.
5.Profits distribution proposal
In 2003, audited in accordance with the domestic accounting principle and the accounting system, the Company realized the consolidated net profits RMB60, 323,264.25, of which parent company RMB 61,804,587.23, plus the last year end retained earnings RMB67, 566,332.84 and other amount transferred into RMB 1,146,962.90 (made by the transference of subsidiary) the profits available for distribution at the end of 2003 was RMB 129,036,559.99
In 2003 the parent Company withdrew 10% of the net profit as surplus common reserve RMB 6,180,458.72 and statutory public welfare fund RMB6, 180,458.72. The subsidiaries withdrew the surplus common reserve and statutory public welfare fund RMB 9,422,240.73, at the end of 2003, the profits available for distributed for the shareholders was RMB 107,253,401.82.
Audited in accordance with the international accounting principle, in 2003 the consolidated net profit of the Company was RMB 67.233 million. , plus the retained earnings of the last reporting period RMB13.937 million and the other amount transferred into RMB 1.147 million, less t surplus common reserve and public welfare fund RMB 21.783 million of this year, the retained earnings is RMB 60.534 million.
In accordance with the requirement of the implementation of the present investment project, the profits distribution proposal of 2003 is: No cash dividend, no equity increases with capital reserves.
6.. Other issues
1) The special explanation by the certified accountant on the capital used by the controlling shareholder and the other related parties of the Company.
Certified accountants from Shanghai Ernst & Young Dahua CPA Firm made special explanation on the capital used by the controlling shareholder and other related parties of the Company, the detailed explanations on the examination are as follows:
1. Until Dec 31,2003, booking balance of the capital used by the controlling shareholder and other related parties is RMB 16,757,000,of which:
(1) The balance of the capital used by Company’s controlling shareholder China Worldbest Group Co., Ltd. is RMB 1,891,400 that was the business current account.
(2) The total of the balance of the capital used by other related parties was RMB 14,865,600, which was the current borrowing. the details are as the following :
Company Period end balance (Unit: 0’000 Yuan)
Yangzhou Fabric Factory 376.78
Wuxi YuanYuanYuan Real Estate Development Co., Ltd. 300.00
Shanghai Worldbest Life Science Research and Development Co., Ltd. 522.58
Suzhou Agro-Biochemical Products Co., Ltd. 30.00
Xishan Changyuan Silk Weaving Factory 257.20
Total 1486.56
2. Until Dec 31,2003, the balance of the capital used by the controlling shareholder and other related parties decreased 85.35% compared with the last year.
3. The detailed table of the capital used by the related parties:
Company Code Company Abbreviation User Relationship with the listed company Period end time of balance Period beginning time of balance Corresponding item of the accounting statement Balance at the period end (o’ooo) Balance at the period beginning (o’ooo) Accumulated amount of the debit side balance ((o’ooo) Accumulated amount of the creditor (o’ooo) Measure Reason Note
A B C D E1 E2 F1 G1 F2 G2 F3 G3 F4 G4 F5 G5 H I J
600094 Shanghai worldbest Hefei Queen Carpet Co., Ltd. Managed by the same key manager with An Hui Chemical Fiber 2003.12.31 2002.12.31 Accounts receivable 1,917.65 1,917.65
600094 Shanghai worldbest Shanghai Worldbest Compound New Material Shanghai Sales Company Joint operation enterprise 2003.12.31 2002.12.31 Accounts receivables 200.00 436.59 26.28 262.87 Sales Production
600094 Shanghai worldbest Shanghai Worldbest Greenwich Industrial Co., Ltd. Subsidiary 2003.12.31 2002.12.31 Accounts receivables 476.69 Included into the consolidated scope this year
600094 Shanghai worldbest China Worldbest Group Co., Ltd. Comparative big shareholder 2003.12.31 2002.12.31 Account receivables 8.79 1.47 80.56 73.24 Sales Production
600094 Shanghai worldbest China Worldbest Group Co., Ltd. Comparative big shareholder 2003.12.31 2002.12.31 Other receivables 189.14 389.60 47,704.86 47,905.32 Borrow Working capital Other payables4.612million
600094 Shanghai worldbest Shanghai Worldbest Investment and Development (Group) Co., Ltd. Subsidiary of the controlling shareholder 2003.12.31 2002.12.31 Other receivables 68.64 68.64
600094 Shanghai worldbest Shanghai Worldbest Greenwich Industrial Co., Ltd. Subsidiary 2003.12.31 2002.12.31 Other receivables 2,045.00 Included into the consolidated scope this year
600094 Shanghai worldbest Shanghai China Textile City International Trade Co., Ltd. Subsidiary of the controlling shareholder 2003.12.31 2002.12.31 Other receivables 378.00 378.00 Return of loan
600094 Shanghai worldbest Yangzhou Fabric Factory Shareholder 2003.12.31 2002.12.31 Other receivables 376.78 55.88 1,025.09 704.19 Borrow Working capital
600094 Shanghai worldbest Worldbest (Thailand) Biochemical Co., Ltd. Subsidiary 2003.12.31 2002.12.31 Other receivables 2,836.55 Included into the consolidated scope this year
600094 Shanghai worldbest Wuxi Yuan Yuan Yuan Real Estate Development Co., Ltd. Joint operation enterprise 2003.12.31 2002.12.31 Other receivables 300.00 300.00 Subsidiary of
600094 Shanghai worldbest Shanghai Worldbest Life Science Research and Development Co., Ltd. Subsidiary of the controlling shareholder 2003.12.31 2002.12.31 Other receivables 522.58 522.58 Borrow Working capital
600094 Shanghai worldbest Suzhou Agro Biochemical Products Co., Ltd. Subsidiary of the controlling shareholder 2003.12.31 2002.12.31 Other receivables 30.00 58.50 28.50 Borrow Working capital
600094 Shanghai worldbest Xishan Changyuan Silk Weaving Factory Shareholder 2003.12.31 2002.12.31 Other receivables 257.20 477.20 220.00 Borrow Working capital
600094 Shanghai worldbest Shanghai Worldbest World Trade Co., Ltd. Changshu Shuangmao Textile Garments Co., Ltd. Subsidiary of the controlling shareholder 2003.12.31 2002.12.31 Advance 1.11 26.77 25.66 Purchase Production
600094 Shanghai worldbest Beijing Bohong Real Estate Development Co., Ltd. Subsidiary of the controlling shareholder 2003.12.31 2002.12.31 Entrusted loan RMB 80million
Subtotal 1,675.70 209.90 6,073.67 2,832.40 49,788.23 133.61 49,304.65 2,279.42
2) The special explanation and the independent opinion made by the independent directors on the accumulated and current external guarantee of the Company and the implementation of the regulation of controlling the risks of external guarantee stipulated by “The Notice on the regulation of the capital current account between the listed company and the related parties and the external guarantee made by the listed company ”
In accordance with the requirements of the “Notice” 2003 No.56 of China Securities Regulatory Commission, we have examined the external guarantee of Shanghai Worldbest co., Ltd and our opinions are as follows:
Until Dec 31,2003, there is no case of the Company to guarantee for the controlling shareholder, any non-legal person unit or the individual person. However, as the Company experienced the exploring period for developing the primary business, the investment of the project is huge and at present the capital demanded is satisfied through the financing method such as external mutual guarantee and guarantee for the subsidiaries. The Company’s current period external guarantee including RMB 458,900,000, USD9, 510,000.The Company’s guarantee for the subsidiaries was RMB 808,160,000, USD 62,500,000, converted to RMB the amount accounting for 119.4% of the net assets of the consolidated accounting statements of 2003 of the company. The guarantee issue was not in conformity with the spirit of the “Notice”.
Meanwhile, it is observed during the examination that among the external guarantee of the company, there were 5 related controlling subsidiaries whose debt assets rate exceeded 70%. The balance of the accumulated guarantee converted to RMB 330,493,800.The guarantee issue was not in conformity with the spirit of the “Notice”.
Besides, it is observed that the two original subsidiaries, Suzhou Agro Biochemical Products Co., Ltd. and Shanghai Worldbest Life Science Research and Development Co., Ltd., which have been transferred out left the balance of the guarantee RMB 60,500,000, objectively made up the facts of the guarantee for the related parties of controlling shareholders. The Guarantee was not in conformity with the spirit of the “Notice”.
It is also observed that some of the subsidiaries brought the non-related enterprise guarantee with them to join the Company, totaling RMB 7,000,400, the other party didn’t provide the counter guarantee, which was not in conformity with the spirit of the “Notice”.
In accordance with the relative spirit of the “Notice” of China Securities Regulatory Commission, the Company should communicate with the related parties and try to resolve the problems existed in the external guarantee, actively explore the multiple method to take the place of the single guarantee financing method, improve the debt assets structure of the invested enterprise, strengthen the management of the external guarantee, reduce the amount of the external guarantee of the Company; for the guarantee of the transferred subsidiaries , the contract should be terminate due date.; for the guarantee increased by the subsidiaries , should implement the counter guarantee measure as soon as possible ,eventually reach the requirement by the “Notice”.
4) Within the reporting period, there is no change of the newspapers for information disclosure selected by the company
CHAPTER NINE REPOPRT OF BOARD OF SUPERVISORS
1. Work of Board of Supervisors within the reporting period
On April 18,2003. The 2nd Session of the 3rd Board of Supervisors Meeting was held at the Meeting Room of the Company. The Meeting reviewed and approved the 2002 annual working report of Board of Supervisors, the 2002 annual financial report and 2003 annual financial budget, the 2002 profit distribution proposal of the Company, the 2002 annual report and the summary of the Company, the 2003 first quarter report, the proposal of the investment by Anhui Worldbest biopharmaceutical Co., Ltd. to purchase the share of Shanghai Worldbest Changfu Pharmaceutical (Group) Co., Ltd. and the transference of the assets, the establishment of China Worldbest Life industry Co.,Ltd. with all the equity of Shanghai Worldbest Life Science Research and Development Co.,Ltd. and Suzhou Worldbest Agro biochemical products Co.,Ltd. held by the Company.
During the year, the Board of Supervisors, in accordance with the relevant regulations of Company Law and the Company’s Articles of Association, fulfilled its duties and obligations seriously, exercised fully its supervisory functions over the company’s Board of Supervisors, the Board members and the Company’s senior management, examine the company’s financial situations contribute the positive efforts for the regulative operation of the company.
2. Independent opinions of Board of Supervisors on related issues of the Company within the reporting period
The Board of supervisors believed in 2003, under the leadership of the Board of Directors, the Company operated in accordance with regulations of “Securities Law”, “Company Law” and the Company’s “Articles of Association”, the major decision-makings were in line with the law, the financial internal control system was further improved, and the Board of Supervisors didn’t find behaviors of directors and senior management illegal or infringing upon the interest of the Company when they fulfilled their duties. ;In 2002, the domestic and overseas audit report presented by the accounting firm truly reflected the Company ’s financial situation and operation achievements, and there is no false factors found. ; The Company didn’t raise any fund within the reporting period; within the reporting period, the transaction price of the sales of the assets was reasonable and there was no insider transaction. Within the reporting period, the related party transactions were fair, and no behaviors infringing up the interest of the Company and the shareholders were found. The 2004 first quarter report truly reflected the operation situation of the Company in the first quarter of this year.
(1) Under the leadership of the Board of Directors, the Company operated in accordance with regulations of “Securities Law”, “Company Law” and the Company’s “Articles of Association”, the major decision-makings were in line with the law, the financial internal control system was further improved, and the Board of Supervisors didn’t find behaviors of directors and senior management illegal or infringing upon the interest of the Company when they fulfilled their duties. ;
(2) The domestic and international auditing institution engaged by the company provided the standard audit report and the Company’s financial report truly reflected the Company ’s financial situation and operation achievements.
(3) Within the reporting period, the pricing of the assets acquisition and sale transactions were fair, and no behaviors or situations infringing up the interest of the Company and the shareholders or causing the loss of the Company’s assets were found.
(4) Within the reporting period, the related party transactions were fair, and no behaviors infringing up the interest of the Company
CHAPTER NINE IMPORTANT MATTERS
1. The Company wasn’t involved in any major litigation or arbitration issues within the reporting period.
2.Assets purchases or sales and consolidation or merger within the reporting period
1). On Jan 13,2003, the Company received from German BASF No.7 Project Development Co., Ltd. the equity transition fee USD 2,416,400 ,converted to RMB 20 million. for the 10% equity of BASF Worldbest Nylon Co., Ltd. transferred by the Company. After the transference, the Company will no longer held any equity of BASF Worldbest Nylon Co., Ltd. BASF Worldbest Nylon Co., Ltd. has conducted the industrial and commercial modification procedures on March 25,2003.
2.) On March 3,2003, the Company’s subsidiary Shanghai Worldbest Evangel Economic Development Co., Ltd. assigned 30% of equity of Shanghai Worldbest OFBI Technology Inc. held by Shanghai Chuangjia Investment Management Co., Ltd. by RMB 9 million. The relative industrial and commercial modification procedures have been completed on June 2,2003.
3). On March 10,2003, the Company and Tian Jin Longxing Group Huan Yu Import and Export Trade Co., Ltd. signed “The Land and Factory Building Assignment Agreement.” Within the reporting period, the company paid land and building transaction fee RMB 32 million, and has conducted the relative land use right certificate and real estate property certificate ownership transference procedures in August 2003 and Jan 2004.
4). In order to expand and develop the carpet production and to explore the carpet products market to Beijing and Tianjing etc Northern China area in order to meet the market demand, in March, 2003, the Company’s subsidiary Anhui Worldbest Chemical Fiber Co., Ltd. and Tian Jin Long Xing Group Huan Yu Import and Export Trade Co., Ltd. signed “The Machinery and Equipment Transference Agreement”. Within the reporting period. RMB 50 million has been paid to assign the special equipment and machinery for carpet production.
5). On Dec 15,2003 the Company and Changshu Haitong Chemical Fiber Co., Ltd. signed “Assets Sales Agreement ”to sell all the operation assets of the subsidiary “Shanghai Worldbest Co., Ltd. Changshu Huayan Garments Branch Company ”by RMB 18.51 million. The transference procedures have been completed on Dec 27,2003 .The relative legal procedures are being conducted.
The others see 3(2) of this chapter The important related transactions.
3. The Important Related Party Transaction within the Reporting Period.
(1) The related party transaction of the sell and purchase of goods and the supply of labor service.
1. In 2003, the Company purchased the goods RMB 7,721,871.20 from the related party Hefei Queen Carpet Co., Ltd, who has no controlling relationship with the Company. The transaction price has been settled according to the market price and there is no case of the purchase price higher or lower than that of the same kind of goods.
2. In 2003, the Company purchased the goods RMB 9,278,322.00 from China Worldbest Group Co., Ltd. who has controlling relationship with the Company, sold the goods to the related party Anhui Worldbest Pharmaceutical Co., Ltd. who has no controlling relationship with the Company RMB 6,954,845.04; sold goods RMB 8,682,829.16 to the related party Hefei Queen Carpet Co., Ltd. who has no controlling relationship with the Company. The transaction prices were all the market prices and there is no case of the price higher or lower than that of the same kind of goods.
(2) The related transaction incurred during the assets and equity transference..
1.On Jan 27,2003, the 2003 1st Extraordinary Board of Directors Meeting reviewed and approved the related transaction issue of purchasing 57.92% of the equity of Shanghai Worldbest Greenwich Industrial Co., Ltd. from China Worldbest Group Co., Ltd.
The price of the transaction was based on the evaluated value dated Dec 31,2002 of 57.92% of the equity of Greenwich RMB 12,317,000 Within 30 days of the effectiveness of the equity transaction agreement, the Company paid once the equity transaction fee RMB 12,317,000 to Worldbest Group
In Nov 2003, in accordance with the resolutions of the general manager-working meeting, the Company invested RMB 2, 000,000 to purchase 10.81% of equity of Greenwich Company from Shanghai Worldbest Enterprise Development Co., Ltd. The Company paid the transaction fee on Dec 9, 2003, the equity purchase date was Dec 22,2003.Since then, the equity of Greenwich held by the Company increased to 82.96%.
The two related party transactions of the equity of Greenwich made no significant impact on the Company’s present and future financial situation The Company can take advantage of the Greenwich ‘s current sales channel to insist the subsidiaries to explore the overseas market, which will be beneficial to the expansion of the import and export business of the Company.
(2) On May 23,2003, the 2002 annual shareholders meeting reviewed and approved two proposals of related party transactions.
A: The related transaction of Anhui Worldbest Biopharmaceutical Co., Ltd (Anhui Pharmaceutical) share participation Shanghai Worldbest Changfu Pharmaceutical (Group) Co., Ltd (Worldbest Changfu) and the transference of some assets.
Anhui Pharmaceutical invested RMB 32 million, converted to the registered capital by the proportion of 1.1121:1 to purchase the shares of Worldbest Changfu. , An Hui Pharmaceutical transferred the assets and liabilities of infusion business by the price of evaluated value RMB 33248600 based on the net assets evaluation report made by Shanghai Orient Certified Appraisal Co., Ltd, the reference date for asset evaluation was December 31 of 2002. Within 90 days after the registration and establishment of “ Worldbest Changfu” , it shall pay in one time the entire equity assignment fee to “ Anhui Pharmaceutical” . Within the reporting period, the assets assignment transaction hasn’t been completed .The related party transaction made no important influence on the present or future financial situation of the Company.
B. The related party transaction of the Company using all of its equity of Shanghai Worldbest Life Science Research and Development Co., Ltd. and Suzhou Worldbest Agro-Biochemical Co., Ltd.to participate the establishment of China Worldbest Life Industry Co., Ltd.
The parties of the transaction negotiated and confirmed the transaction price RMB 169913000 based on the audited net asset value on Dec 31,2002 of Life Science and Suzhou Agro Chemical. In accordance with the audit report prepared by Shanghai Ernst & Young Da Hua CPAs Firm, by December 31 of 2002, total assets of Life Science were RMB 124.6429 million, total liabilities were RMB 18.2484 million, net assets were RMB 106.3945 million. The value of the net assets of the 95.66% of the total equity owned by the Company was RMB 101.7770 million. The total assets of Suzhou Agricultural Chemical were RMB 204.0453 million, total liabilities were RMB 133.6205 million, net assets were RMB 70.4248 million. The value of the net assets of the 96.75% of the total equity owned by the Company was RMB 68.1360 million. The total of the two was RMB 169.9130 million. After the transaction, the Company holds about 13.07% of the equity of Worldbest Life and it has no important influence on the present or future financial situation of the Company. The transaction will be beneficial for the Company to adjusted the industries structure, concentrate on developing the main business and to avoid the competition with major shareholder of the Company effectively. .
(3)The credit, debt current account and guarantee issue between the Company and the related parties
1.The existing credit and debt current account with the related parties
Unit: RMB 0’000
Name of related party Cash supplied to the related party Cash supplied by the related party to the listed company
Incurred amount Remaining amount Incurred amount Remaining amount
China Worldbest Group Co., Ltd. 47704.86 189.14 47905.32
Shanghai Worldbest Investment and Development (Group) Co., Ltd. 68.64
Xishan Changyuan Silk Weaving Factory 477.20 257.20 220.00
Wu Xi Yuan Yuan Yuan Real Estate Development Co., Ltd. 300.00
Shanghai China Textile City International trade Co., Ltd. 378.00
Yangzhou Fabric Factory 1025.09 376.78 704.19
Suzhou Worldbest Agro-biochemical Products Co., Ltd. 58.50 30.00 28.50
Shanghai Worldbest Life Science Research and Development Co., Ltd. 522.58 522.58
Total 49788.23 1675.70 49304.65 3661.20
2? The company guaranteed for the related companies
The name of the guaranteed company Amount of guarantee (0’000) Term of guarantee Category of guarantee
RMB USD Beginning date Ending date
Changzhou Worldbest Radici Co., Ltd. 720 2002-02-25 2005-02-25 Guarantee
720 2002-05-24 2005-05-24 Guarantee
350 2003-09-22 2005-09-22 Guarantee
350 2003-12-04 2005-12-04 Guarantee
350 2003-11-03 2005-11-03 Guarantee
300 2003-07-07 2004-07-07 Guarantee
400 2003-10-21 2004-10-21 Guarantee
200 2003-10-27 2004-04-27 Guarantee
300 2003-08-11 2004-02-11 Guarantee
100 2003-11-21 2004-11-21 Guarantee
120 2003-11-17 2004-08-17 Guarantee
100 2003-11-14 2004-05-14 Guarantee
240 2003-12-09 2004-12-09 Guarantee
600 2002-05-23 2004-05-22 Guarantee
3000 2002-05-24 2004-05-23 Guarantee
3000 2002-07-04 2004-07-04 Guarantee
2000 2002-03-27 2004-03-26 Guarantee
1000 2003-05-13 2004-05-12 Guarantee
1000 2002-12-10 2004-12-09 Guarantee
2000 2002-12-16 2004-12-09 Guarantee
1000 2002-12-17 2004-12-09 Guarantee
1000 2003-07-09 2004-07-08 Guarantee
1000 2003-05-09 2004-12-09 Guarantee
2000 2002-07-09 2004-07-09 Guarantee
3000 2002-06-17 2004-06-16 Guarantee
1000 2002-06-24 2004-06-23 Guarantee
5000 2003-11-27 2004-05-27 Guarantee
3000 2003-11-20 2004-11-20 Guarantee
3000 2003-10-28 2004-10-28 Guarantee
Zhejiang Worldbest Industrial and Trade Co., Ltd. 50 2003-10-08 2004-04-08 Guarantee
100 2003-10-20 2004-04-20 Guarantee
60 2003-10-28 2004-04-28 Guarantee
60 2003-08-07 2004-02-06 Guarantee
135 2003-09-11 2004-02-11 Guarantee
Yangzhou Worldbest Rainbow knitting Co., Ltd. 700 2002-03-07 2004-03-06 Guarantee
300 2002-06-19 2004-04-06 Guarantee
200 2003-07-16 2004-07-16 Guarantee
200 2003-10-18 2004-10-18 Guarantee
230 2003-07-28 2004-07-28 Guarantee
Anhui Worldbest biopharmaceutical Co., Ltd. 500 2003-11-26 2004-09-26 Guarantee
500 2003-11-28 2004-03-31 Guarantee
500 2003-11-28 2004-06-30 Guarantee
300 2003-08-25 2004-08-24 Guarantee
200 2003-09-04 2004-03-03 Guarantee
200 2002-03-05 2004-03-04 Guarantee
500 2003-01-15 2004-01-14 Guarantee
200 2002-04-03 2004-04-02 Guarantee
200 2003-04-24 2004-04-23 Guarantee
100 2002-05-23 2004-05-22 Guarantee
500 2003-01-24 2004-01-23 Guarantee
400 2003-09-30 2004-03-29 Guarantee
800 2003-04-28 2004-04-27 Guarantee
300 2003-05-28 2004-05-27 Guarantee
60 2003-05-30 2004-05-30 Guarantee
300 2003-08-05 2004-08-05 Guarantee
200 2003-10-24 2004-10-24 Guarantee
100 2003-11-28 2004-11-28 Guarantee
100 2003-02-28 2004-01-18 Guarantee
300 2003-02-27 2004-02-27 Guarantee
200 2003-03-11 2004-03-11 Guarantee
100 2003-04-23 2004-04-23 Guarantee
900 2003-09-18 2004-09-18 Guarantee
500 2003-05-15 2004-05-14 Guarantee
500 2003-06-10 2004-06-09 Guarantee
500 2003-06-20 2004-06-19 Guarantee
450 2003-11-20 2004-11-19 Guarantee
1200 2003-12-31 2004-11-30 Guarantee
500 2003-04-10 2004-04-09 Guarantee
500 2003-04-18 2004-04-17 Guarantee
Shanghai Worldbest Newsun Trade Co., Ltd. 2000 2003-12-05 2004-06-17 Guarantee
200 2003-07-11 2004-07-09 Guarantee
200 2003-06-06 2004-06-05 Guarantee
200 2003-12-05 2004-06-17 Guarantee
500 2003-07-21 2004-07-20 Guarantee
300 2003-08-14 2004-08-13 Guarantee
1500 2003-06-01 2004-05-31 Guarantee
Shanghai Worldbest Evangel Economic Development Co., Ltd. 1000 2003-07-23 2004-07-22 Guarantee
Xinxiang Worldbest Hushen Co., Ltd. 240 2003-12-3 2004-08-24 Guarantee
100 2003-03-21 2004-02-21 Guarantee
100 2003-03-28 2004-02-28 Guarantee
410 2003-04-25 2004-03-25 Guarantee
320 2003-04-15 2004-03-25 Guarantee
400 2003-05-20 2004-04-20 Guarantee
405 2003-05-9 2004-04-09 Guarantee
100 2003-08-20 2004-07-20 Guarantee
300 2003-09-28 2004-08-24 Guarantee
150 2003-09-24 2004-08-24 Guarantee
275 2003-11-14 2004-10-14 Guarantee
Anhui Feida Compound Fiber Co., Ltd. 450 2003-11-25 2004-11-25 Guarantee
200 2003-06-20 2004-06-20 Guarantee
Anhui Wrldbest Chemical fiber Co., Ltd. 500 2002-12-15 2003-12-15 Guarantee
500 2003-10-17 2004-10-15 Guarantee
500 2003-03-07 2004-03-15 Guarantee
800 2003-05-16 2004-05-13 Guarantee
300 2003-07-28 2004-07-21 Guarantee
200 2003-08-19 2004-08-18 Guarantee
500 2003-08-23 2004-08-23 Guarantee
500 2003-08-23 2004-07-22 Guarantee
500 2003-10-17 2004-08-06 Guarantee
400 2003-09-24 2004-09-21 Guarantee
Shanghai Worldbest compound new material Co., Ltd. 500 2003-06-12 2004-06-10 Guarantee
500 2003-12-11 2004-09-11 Guarantee
500 2003-12-30 2004-11-30 Guarantee
Nan Ton Huatong Chemical Fiber Co., Ltd. 4000 2003-12-19 2004-06-19 Guarantee
1800 2002-12-17 2005-12-17 Guarantee
Shanghai Worldbest Greenwich Industrial Co., Ltd. 500 2003-09-16 2004-09-15 Guarantee
500 2003-03-28 2004-03-25 Guarantee
250 2003-03-27 2004-02-25 Guarantee
300 2003-03-27 2004-02-18 Guarantee
300 2003-08-22 2004-08-15 Guarantee
800 2003-08-15 2004-08-15 Guarantee
300 2003-09-12 2004-09-12 Guarantee
1000 2003-10-15 2004-10-15 Guarantee
Shandon Worldbest Lantian Paper Production Co., Ltd. 300 2003-05-21 2004-05-20 Guarantee
71 2003-03-21 2004-03-19 Guarantee
200 2003-06-11 2004-06-09 Guarantee
200 2003-09-24 2004-08-23 Guarantee
250 2003-09-24 2004-09-17 Guarantee
100 2003-08-28 2004-08-27 Guarantee
230 2003-07-03 2004-07-01 Guarantee
360 2003-11-12 2004-11-03 Guarantee
30 2003-04-23 2004-04-21 Guarantee
600 2003-09-12 2004-09-11 Guarantee
200 2003-10-13 2004-10-11 Guarantee
230 2003-04-30 2004-04-30 Guarantee
150 2003-10-15 2004-10-15 Guarantee
800 2003-09-30 2004-09-30 Guarantee
100 2003-10-20 2004-10-19 Guarantee
500 2003-09-12 2004-09-11 Guarantee
100 2003-09-12 2004-09-01 Guarantee
Yangzhou Worldbest Co., Ltd. 800 2003-05-20 2004-05-20 guarantee
Shanghai Worldbest Life Science Research and Development Co.,Ltd. 1 2000 2003-09-12 2004-09-11 guarantee
Suzhou Agro Biochemical Products Co., Ltd. 840 2003-04-30 2004-04-29 Guarantee
1000 2003-06-18 2004-06-17 Guarantee
1210 2003-09-30 2004-09-27 Guarantee
1000 2003-03-17 2004-03-16 Guarantee
Anqiu Lu’an Pharmaceutical Co., Ltd.2 160.02 2002-12-23 2005-5-10 Guarantee
60.01 2002-12-23 2004-11-10 Guarantee
84 2002-12-23 2005-11-10 Guarantee
96.01 2002-12-23 2005-11-10 Guarantee
Shandon Aobao Chemical Industry Group Co., Ltd.#2 300 2000-9-18 2004-1-15 Guarantee
?? 81516.04 6250
Note: 1.The company mortgaged its building for the guarantee.
2.The balance of the above related party guarantee was RMB8,151,160,400, USD 62,500,000,of which RMB 747,660,000 and USD 62,500,000 for the controlled subsidiaries. The balance of the guarantee for the controlled companies whose debt asset rate exceeded 70% was RMB 221,900,000; Because of the equity transference within the reporting period, the balance of the guarantee for Shanghai Worldbest Life Science Research and Development Co., Ltd. and Suzhou Agro-biochemical Products Co., Ltd., which used to be the controlled companies of the Company was RMB60, 500,000. The balance of the external guarantee brought by the newly acquired subsidiary was RMB 7,000,400.The total amount of the guarantee breaching the rules was RMB 397,994,200, which was not in conformity with “ the Notice on the issues of regulating the current account between related party and listed company and the external guarantee of the listed company.”.
(4) Other Important Related Party Transaction:
1.Cash management entrusted to others
The Company’s Subsidiary Yangzhou Worldbest Co., Ltd. entrusted Shanghai China Sun Investment Co., Ltd for financial management, the amount is RMB 50 million. The term is from Feb 24,2003 to December 26,2003. The principle RMB 50 million has been returned with the earnings RMB 907,500.00 on Dec 26,2003. The case has been approved by the resolutions of the Board Meeting of the company.
2? Loan entrusted
(1)The Company’s subsidiary Yangzhou Worldbest Co., Ltd. entrusted HuaXia Bank Beijing Dengshikou Branch to issue loan to Beijing Bohong Real Estate Development Co., Ltd., the amount was RMB 20 million, the term was from Dec 10,2002 to Dec 10,2004, the annual rate was 7.137%, the earnings received in 2003 was RMB 1,124,077.50. The case has been approved by the resolutions of the Board Meeting of the company.
(2)The Company’s subsidiary Changzhou Worldbest Radici Co., Ltd. entrusted HuaXia Bank Beijing Dengshikou Branch to issue loan to Beijing Bohong Real Estate Development Co., Ltd. two sum of money total RMB 50 million. (1) 35 million, the term was from Dec 26,2002 to Dec 26,2004.In July 2003, the principle returned in ahead RMB 20 million. (2) 15 million the term was from Dec 27, 2002 to Dec 27,2004. The annual rate was 7.137%. The earnings received in 2003 were RMB2589272.57 the case has been approved by the resolutions of the Board Meeting of the company.
(3) The Company’s subsidiary Nan tong Huatong Chemical Fiber Co., Ltd. entrusted HuaXia Bank Beijing Dengshikou Branch to issue loan to Beijing Bohong Real Estate Development Co., Ltd. The amount was RMB 30 million. The term was from Dec 2, 2002 to Dec 2,2004. The annual rate was 6%?. The earnings received in 2003 were RMB 1,829,999.93. The case has been approved by the resolutions of the Board Meeting of the company.
4Important contract and the implementation
(1)Trustee, contract or lease of other companies’ assets by the Company or trustee, contract or lease of the company’s assets by other companies.
The Company’s subsidiary Wuxi Weaving and Dyeing Company lease the land of Xishan Changyuan Silk Weaving Factory, covering 4125.30m2. The leasing period starting from May 15,1997 to May 15,2047. The annual rental fee is RMB 15 per square meter. Of which: From Jan 1,2002 to Dec 31,2004, the annual rental fee is RMB 5 per square meter. The rental of 2003 was RMB 120,624.00.
(2)Important Guarantee
The important liability guarantee made by the Company to the non-related party within the reporting period
The name of the company guaranteed Amount of the guarantee (RMB 0’000) The term of the guarantee Category of the guarantee
RMB USD Beginning Date Expire Date
Sinotex United Import and Export Co., Ltd0 4900 2003-03-07 2004-03-26 Guarantee
Shanghai Feile Co., Ltd 2500 2003-09-25 2004-09-24 Guarantee
2040 2003-09-27 2004-09-26 Guarantee
2000 2003-09-23 2004-03-23 Guarantee
6300 2003-11-10 2004-05-10 Guarantee
2400 2003-12-17 2004-06-10 Guarantee
4750 2003-11-20 2004-05-20 Guarantee
China Textile Machinery (Group) Co., Ltd. 8000 2003-02-13 2004-02-12 Guarantee
4000 2003-06-25 2004-06-25 Guarantee
Shanghai Wai Gao Qiao Free trade Zone Development Co., Ltd. 353 2003-12-13 2004-12-13 Guarantee
300 2003-03-18 2004-03-18 Guarantee
98 2003-12-03 2004-12-02 Guarantee
2000 2003-01-20 2004-01-20 Guarantee
2000 2003-03-26 2004-03-26 Guarantee
5000 2003-05-30 2004-05-29 Guarantee
200 2003-09-23 2004-09-21 Guarantee
Total 45890 951
(3)cash management entrusted to others within the reporting period or continued to the reporting period.
1.Cash management entrusted is as follows:
The Company’s Subsidiary Yangzhou Worldbest Co., Ltd.entrusted Shanghai China Sun Investment Co., Ltd. RMB 50 million for cash management. The details see 3(4) 1 in this chapter.
2.The entrusted loan The details see 3(4) 2 in this chapter.
(4)Other Important Contract
1?In 2002, Shanghai Worldbest Co., Ltd Changhzou Chemical Fiber Company and Changzhou Zhonglou Economic Development Zone Management Committee signed the land-use-right-offer agreement to obtain 387-mu land in the Zone. The total amount of the contract was RMB 38.7million. Until December 31, 2003, the Company has paid RMB 35 million, there left RMB 3.7 million to be paid; in 2003 the Company and Changzhou Beigang Construction Engineering Company signed the civil engineering contract for the construction of warehouse and workshop. The total amount of the contract was RMB 5.1 million. Until Dec 31,2003, RMB 3.15 million has been paid, there left RMB 1.95 million to be paid. Till Dec 31,2003 the Company shall pay RMB 5.65 million.
2 Shanghai Worldbest Co., Ltd. Wuxi Weaving Branch signed the engineering and equipment contract for “Sea and Island Extra Fine Filament Weaving Production and Special Finishing Technology Transformation Project” .The total amount of the contracts was RMB 22.42 million. Until Dec 31,2003, RMB 21.16 million has been paid, there left RMB 1.26 million to be paid.
3?The engineering budget for the “ 5,000 ton compound extra fine fiber production line” transformation project of Nan tong Huatong Chemical Fiber Co., Ltd. was RMB 49.96 million. Until Dec 31,2003, RMB 5.62 million has been paid, there left RMB39.24 million to be paid.
4?Shanghai Worldbest Co., Ltd signed the equipment and engineering contracts for the “citric acid project” of its subsidiary Worldbest (Thailand) Bio-chemicals Co., Ltd. The total amount of the contracts was RMB 72.99 million. Until Dec 31,2003, RMB 55.58 million has been paid, there left RMB 17.41 million to be paid.
5. .Engagement, dismissal of the Accounting Firm and the introduction of the remuneration
The Company continued to engage Ernst & Young Da Hua CPA firm and Ernst & Young Hong Kong as the domestic and International accounting organization respectively. The total audit payment was RMB 1.8 million. At present the limit for the domestic accounting organization to supply continuous service for a company is 8 years, and that of the international accounting organization is 5 years.
CHAPTER TEN FINANCIAL REPORTS
CHAPTER ELEVEN DOCUMENTS FOR REFERENCE
(1) Accounting statement with signatures and seals of legal person, person in charge of accounting (Chief Accountant), person in charge of accounting organization (Accountant in Charge).
(2) The original copy of audit report with seals of CPA firms and signatures and seals of CPA accountants.
(3) The original copy of all the Company’s documents and public notices officially publicized within the reporting period in newspapers appointed by China Securities Supervisory Committee.
Supplementary Information of Financial Report
1.Table of Provision of Assets Depreciation
Unit: RMB0’000
Item Line Beginning of the Year Increased amount of the year Decreased amount of the year End of the year
Reversal amount because of the increase of the assets value write off because of other reasons Total
1.Total provision for bad debts 1 3,861.37 1,833.26 * * 1,773.05 3,921.59
Of which: account receivable 2 2,560.71 1,035.26 * * 1,252.62 2,343.35
Other receivables 3 1,300.66 798.00 * * 20.43 1,578.24
2. Total provision for short term investment price decline 4 - 82.70 - - - 82.70
Of which: stock investment 5 - 82.70 - - - 82.70
Bond investment 6 - - - - - -
3. Total provision for inventory price decline 7 2,167.80 1,172.06 140.00 1,231.07 1,371.07 1,968.79
Of which: reserved products 8 1,703.62 1,096.74 140.00 1,052.44 1,192.44 1,607.91
Raw materials 9 422.09 52.91 - 139.38 139.38 335.63
4. Total provision for long term investment depreciation 10 290.50 19.00 - 290.50 290.50 19.00
Of which: long term equity investment 11 290.50 19.00 - 290.50 290.50 19.00
Long -term credit right investment 12 - - - - - -
5. Total provision for fixed asset depreciation 13 2,693.72 - 66.83 309.12 375.96 2,317.77
Of which: houses, buildings 14 381.17 - - 201.59 201.59 179.58
Machinery and equipment 15 2,304.11 - 66.83 107.53 174.37 2,129.74
6. Provision for intangible assets depreciation 16 - - - - - -
Of which: patent 17 - - - - - -
Trade mark right 18 - - - - - -
7. Provision for depreciation of project in construction 19 - - - - - -
8. Provision for depreciation of commission loan 20 - - - - - -
9.Total 21 9,013.40 2,164.47 206.83 1,830.69 2,868.02 8,309.85
2.The explanations on the changes of the item more than 30%
Notes of extraordinary changed item (1) Unit Yuan
Assets End of Year Beginning of Year Increase or decrease percentage compared with last year
Short-term investment 130,809,487.36 404,666.00 32225.30
Invoice receivable 144,035,042.93 56,709,587.10 153.99
Dividends receivable 2,963,478.39 -
Account receivable 285,759,152.67 184,646,147.65 54.76
Other receivables 139,966,107.48 97,975,767.31 42.86
Advance charge 72,957,917.35 46,978,366.98 55.30
Subsidies of receivables 65,506,068.13 15,336,159.45 327.13
Inventory 538,502,464.28 370,732,304.71 45.25
Long term investment 721,780,611.44 581,874,936.84 24.04
Fixed assets 2,981,177,458.89 2,459,548,378.53 21.21
liabilities and owner’s interest Year end consolidated amount Year beginning consolidated amount Increase or decrease percentage compared with last year
Short term borrowings 1,906,967,094.86 1,284,628,895.00 48.44
Bills payable 88,671,700.00 48,548,139.19 82.65
Taxes payable 23,222,191.69 884,059.85 2526.77
Other taxes payable 611,684.20 1,750,584.16 -65.06
Other accounts payable 222,731,402.68 75,221,644.15 196.10
Withholding expenditure 9,656,227.08 5,605,639.63 72.26
Long term liabilities become due within a year 479,261,959.00 95,232,800.00 403.25
Long- term loan 591,297,131.00 824,756,920.00 -28.31
Long term accounts payable 19,582,333.21 6,376,274.41 207.11
Undistributed profit 107,253,401.82 67,566,332.84 58.74
Differences from the conversion of foreign currency financial statement 32,551,778.36 751,155.66 4233.56
Note:
1?The increase of short-term investment was because of the increase of short-term investment of the subsidiaries.
2?The Increase of the bills receivable was because of the expanding of the trading business volume.
3?The dividends receivable was the dividends receivable from Dupont China.
4?The increase of account payable was because of the increase of business volume.
5?The increase of advance charges was because of the increase of the business volume.
6?The increase of other receivables was because of the advance payment for land.
7?The increase of subsidies receivable was because of the increase of the export returned tax of the subsidiaries.
8?The increase of the inventory was because of the increase of business volume.
9?The increase of short-term borrowings was because of the increase of business volume.
10?The increase of the bills payable was because of the increase of business volume.
11?The increase of taxes payable was because of the increase of value added tax payable and operation tax payable.
12?The decrease of other taxes payable was because of the decrease of the arrears within the reporting period.
13?The increase of other accounts payable was because of the increase of the equipment purchase fee payable.
14The increase of the withholding expenditure was the withholding quality compensation.
15?The increase of the long-term loan become due within a year was because of the carryover of long-term borrowings.
16?The increase of long-term accounts payable was because of the change of consolidated scope, the non-operation assets on account made by the system changing of newly added subsidiaries.
17?The increase of the undistributed profits was because of the increase of the net profits realized within the year.
18?The increase of the differences of the foreign currency conversion was because of the influence of the changes of exchange rate.
Notes for the extraordinary changed item (2) Unit: Yuan
Item Actual amount of the year Actual amount of last year Increase or decrease percentage compared with last year
Primary business income 3,833,659,078.00 2,304,504,237.16 66.36
Primary business cost 3,451,712,007.04 2,037,004,834.26 69.45
Primary business tax and additional 6,341,247.31 2,038,490.00 211.08
primary business profit 375,605,823.65 265,460,912.90 41.49
other business profit 32,523,270.95 21,424,066.13 51.81
operation cost 103,742,323.12 52,976,475.83 95.83
management cost 159,826,398.33 109,653,201.97 45.76
financial cost 109,390,583.23 60,339,942.61 81.29
operation profit 35,169,789.92 63,915,358.62 -44.97
income on investment 45,454,617.18 12,942,099.51 251.22
subsidies income 2,922,807.09 2,114,156.19 38.25
non-operation income 25,535,575.49 8,643,180.55 195.44
non-operation expense 3,993,475.31 2,444,709.29 63.35
Income tax 19,642,699.08 11,335,955.32 73.28
Net profit 60,323,264.25 42,791,205.87 40.97
Notes:
1? The increase of primary business income was because of the increase of the business volume and the increased paper business.
2? The increase of primary business cost was because of the increase of the raw material price of the major products of the Company.
3? The increase of the primary business taxes and additional was because of the increase of operation tax.
4? The increase of the primary business profit was because of the increase of the primary business income.
5? The increase of other business profit was because of the increase of material sales income.
6? The increase of the period cost was because of the increase of business volume.
7 The decrease of the operation profits was because of the decrease of the gross profit.
8? The increase of the income on investment was because of the increase of the joint stock enterprise investment income and equity transference income.
9? The increase of subsidies income was because of the technical subsidies received by the subsidiaries.
10? The increase of the non-operation net income was because of the increase of compensation.
11? The increase of the income taxes was because of the increase of the total profit of the year.
12? The increase of net profits were because of the increase of the primary business profits.
3?The return on net assets rate and earnings per share of the profit of the year.
Item %Return on net assets Earnings per share(Yuan/Share)
Diluted Weighted Diluted Weighted
Primary business profit 23.98 24.98 0.764 0.764
Operation profit 2.25 2.34 0.072 0.072
Net profit 3.85 4.01 0.123 0.123
Net profit deducting non-operation loss and income 0.71 0.75 0.023 0.023
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04/02/2005 |
| The First Quarter Report of 2002 of Shanghai Worldbest Co., Ltd. |
The First Quarter Report |
14/05/2003 |
| 2002 Annual Report of Shanghai Worldbest Co., Ltd. |
Annual Report |
14/05/2003 |
| The Third Quarter Report of 2002 of Shanghai Worldbest Co., Ltd. |
The Third Quarter Report |
14/05/2003 |
| Abstract of 2002 Interim Report of Shanghai Worldbest Co., Ltd. |
Interim Report |
14/05/2003 |
| Report of the First Quarter of 2002 of Shanghai Worldbest Co., Ltd. |
Report of the First Quarter |
14/05/2003 |
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