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CORPORATE INFORMATION Board of Directors Jia Changbin Chairman and Non-Executive Director Chen Jiulin Managing Director & Chief Executive Officer Gu Yanfei Non-Executive Director Li Yongji Non-Executive Director Chen Kaibin Non-Executive Director Zhang Lianxi Non-Executive Director Jerry Lee Kian Eng Independent Director Tan Hui Boon Independent Director Dr Yan Xuetong Independent Director Audit Committee Jerry Lee Kian Eng Chairman Li Yongji Tan Hui Boon Remuneration Committee Tan Hui Boon Chairman Chen Jiulin Jerry Lee Kian Eng Li Yongji Company Secretaries Adrian Chang Choon Siew ACA Anne Skading ACIS Share Registrar & Share Transfer Office Lim Associates (Pte) Ltd Principal Bankers 10 Collyer Quay #19-08 Ocean Building Fortis Bank S.A./N.V. Singapore 049315 Societe Generale BNP Paribas Auditors United Overseas Bank Limited Ernst & Young The Development Bank of Singapore 10 Collyer Quay #21-01 Ocean Building Bank of Communications Singapore 049315 Industrial and Commercial Bank of China Natexis Banques Populaires Partner-in-charge since 2003 Ho Shyan Yan Registered Office 8 Temasek Boulevard #31-02 Suntec Tower Three Singapore 038988 Tel : (65) 6334 8979 Fax : (65) 6333 5283 Tlx : CAO RS20338 Website : http://www.caosco.com E-Mail : [email protected] CONTENTS Corporate Information ... INF Key Milestones, Awards & Accolades ... 2 Chairman’s Message ... 4 Managing Director and CEO’s Review ... 6 Financial Review ... 12 Board of Directors ... 14 Key Executives ... 17 Corporate Governance ... 18 Financial Reports Report of the Directors ... 25 Statement by Directors ... 26 Auditors’ Report ... 27 Profit and Loss Accounts ... 28 Balance Sheets ... 29 Statements of Changes in Equity ... 30 Consolidated Statement of Cash Flows ... 31 Notes to the Financial Statements ... 32 Additional Information ... 54 Statistics of Shareholdings ... 55 Notice of Annual General Meeting ... 56 Proxy Form ... 59 KEY MILESTONES, AWARDS & ACCOLADES 2004 11 to 13 February Went with CLSA on roadshow in the US to increase its profile amongst international institutional investors. 5 February Acquired a 24.5%-stake in South China Bluesky Aviation Oil Co. Ltd from Fortune Oil Plc of the UK. Bluesky owns the jet fuel supply infrastructure in 15 airports in Southern and Central China, and is the sole jet fuel supplier to all domestic Chinese and foreign airlines in the region. The Bluesky stake is CAO’s largest investment to date. 26 to 30 January Went with ABN AMRO on roadshows in the US and UK. 20 January Acknowledged for its outstanding risk-management structure and procedures by China National Enterprise Federation at China’s Tenth Annual Creative Management Awards. CAO was the only overseas Chinese-funded enterprise accorded the honour. 2003 29 December Announced acquisition of 80% stake in Shuidong oil storage facilities from Shenzhen Juzhengyuan Petrochemical Co Ltd (“JZY”). A joint-venture between CAO and JZY will be established to operate the Southern China oil facilities and carry out other oil-related activities. 28 November Sealed first gasoil deal with Saudi Aramco of Dhahran in Saudi Arabia, one of the largest suppliers in the global oil business. 28 November Opened branch office for wholly owned subsidiary, Greater China Travel Industry at People’s Park Complex, Singapore. 19 to 21 November Went with ABN AMRO on roadshow in Thailand to increase the profile of CAO regionally. 20 to 24 October Went with DBS Vickers on roadshows in the US and UK. 30 September Held CAO’s first real-time, bilingual Internet forum for interested investors, analysts and media representatives to increase interaction and understanding between participants of the forum and management. 26 September Announced new corporate slogan – Chinese Wisdom, International Expertise – and initiatives aimed at enhancing Company’s management practises, increasing transparency and openness with investors, and optimising risk management procedures. 18 July Signed US$160 million five-year Syndicated Term Credit Facility with ten international banks led by Societe Generale Asia to capitalise on oil-related investment opportunities. 24 June Granted five-year extension to membership in Global Trader Programme (“GTP”) by IE Singapore. Under the terms of membership, CAO will enjoy a concessionary tax rate of 10% on qualifying income for a term of five years, commencing 1st January 2003. 23 April Completed transfer of ownership of CAO from China Aviation Oil Supply Corporation (“CAOSC”) to China Aviation Oil Holding Company (“CAOHC”). 7 April Ranked alongside leading companies in the sixth annual industry perception survey by Houston, U.S.-based Applied Trading Systems Inc. (“ATS”) of regional petroleum trading firms. CAO was ranked 3rd in “Specialty or Niche”, 4th in the “Improved” and 5th in the “National Oil Co.” categories. 2002 11 October Announced impending transfer of ownership of CAO from CAOSC to CAOHC. August Won “Most Transparent Company Award” by the Securities Investors Association (Singapore) among newly listed companies on the Singapore Exchange. August Transformed into an integrated enterprise encompassing international oil trading and strategic investments in the second of CAO’s series of business transformation. Announced CAO’s “three- pronged strategy” to include Strategic Oil-related Investments, International Oil Trading and Jet Fuel Procurement. 2 Annual Report 2003 31 July Signed Sale and Purchase Agreement for a 5% equity investment in Compania Logistica de Hidrocarburos, S.A. (“CLH”) of Spain. 23 July Entered into a Share Transfer Agreement for the investment of a 33% stake in Shanghai Pudong International Airport Aviation Fuel Supply Company Ltd (“Pudong”) of China. March Rated 26th most transparent company among those listed in Singapore by Business Times Index. 22 February Ranked top company listed on the Singapore Exchange in 2001 according to Singapore 1000, a report by the DP Information Network and compiled in conjunction with the Registry of Companies and Businesses. CAO was ranked 127th among other big multinational corporations, the highest ranked company that had an IPO in 2001, and 26th among oil companies and 2nd among overseas Chinese companies in Singapore. 2001 6 December Listed on the mainboard of the Singapore Exchange with gross proceeds of S$80.6 million. CAO was subsequently ranked first in terms of economic performance among IPO companies listed on the Singapore Exchange in 2001. CAO is also the only publicly listed entity of China Aviation Oil Supply Corporation, a state-owned aviation transportation logistic group of the People’s Republic of China. 1999 1999 Labelled “King of Jet Fuel Procurement” by Singapore’s main Chinese daily, Lianhe Zaobao. Market share of total jet fuel imports to China jumped significantly to 83% from an initial 3% in 1997, subsequently rose to near 100%. Extended jet fuel procurement activities to a wider range of products e.g. fuel oil, gas oil, petrochemical products and oil derivatives. 1998 Attained profitability for the first time since company was incorporated in Singapore, underscoring the success of CAO’s business transformation. 8 September Conferred the Approved Oil Trader Award (renamed as Member of Global Trader Programme) by the Government of Singapore. 1997 Embarked on the first of a series of strategic transformations and resumed operations as an oil trading company, with focus on jet fuel procurement activities. 1995 14 February Became a wholly owned overseas subsidiary of CAOSC after the company acquired the shares held by the two other shareholders. 1993 26 May Incorporated in Singapore as a joint venture between CAOSC, China Foreign Trade Transportation Corporation and Neptune Orient Lines Ltd of Singapore as a shipping broker. 3 CHAIRMAN’s MESSAGE Dear Shareholders, control most of China’s major jet fuel consumption points, with the exception of the fuel supply company at Beijing Capital On behalf of the Board of Directors of China Aviation Oil International Airport, controlled by CAO’s sister company. (Singapore) Corporation Ltd (“CAO”), I take great pride in presenting to you our Annual Report for FY03, a year that was With Bluesky, CAO’s Asian “growth triangle” is now well- affected by two landmark events – the Iraq War and the Severe established, comprising our head office in Singapore, the world’s Acute Respiratory Syndrome (“SARS”) epidemic – each of which third largest oil trading hub; Pudong in Shanghai, China’s left an indelible imprint on the world. economic power-house; and Bluesky and Shuidong in the heart of China’s southern economic region. Furthermore, CAO has top- The volatile operating conditions of FY03 particularly impacted level access to global oil majors through our board seat in Spanish companies engaged in international oil trading activities, and those oil infrastructure leader, Compania Logistica de Hidrocarburos, with businesses in China relating to aviation and travel. I wish S.A. (“CLH”). to commend the management team and all employees of the Group for having outdone themselves in FY03. Despite such I am extremely pleased that CAO has gained recognition as an unprecedented external events, they have managed to increase emerging player in the international business and financial shareholder value in FY03. CAO again posted record results, with communities. It is a ringing endorsement of CAO’s prospects, for S$2.43 billion in revenue and S$54.3 million in net profit after instance, that London-listed Fortune Oil decided to accept a tax. Net assets amount to approximately S$225 million. significant portion of the consideration for its Bluesky stake in the form of CAO shares and share options. China’s aviation industry continues to be one of the country’s shining stars. As many market watchers have projected, air travel With all three of our business lines thus developing in positive in China will continue to grow at amongst the highest levels in directions, we feel confident that we are succeeding in our the world for some time to come, and the fast rebound from the mission of value creation. However, this is only the beginning of SARS outbreak has underscored its resilience.