Mission Statement
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Page 2 Mission Statement & Contents MISSION STATEMENT VSC strives to be the best total solution provider of materials in China through global supply chain management and value-added processing. Through Supply Chain Management, we will provide quality steel and products to customers in the construction industry. Through Value-Added Processing, we will provide quality industrial products and reliable services to customers in information technology, home appliances and automobile parts industries. Van Shung Chong Holdings Limited Page 1 Annual Report 2004 CONTENTS Key Milestones 2 Corporate Information 4 Financial Highlights 6 Ten Years Financial Summary 8 Chairman’s Statement 10 Management Discussion and Analysis 16 Directors’ Profile 50 Financial Review 52 Report of the Directors 66 Page 2 Key Milestones KEY MILESTONES 1961 Founded as an importer of steel rebars 1964 Started importing high quality engineering plastic resins 1975 Started distributing plastic injection moulding machines JUN 1995 Identified potential of the PRC market and NOV 1993 commenced Dongguan Coil Centre operation Formed a joint venture — Shanghai Bao Shun Chang International Trading Company Ltd. with NOV 1997 Shanghai Baoshan Steel Group Diversified into building products to widen product offering DEC 1993 Obtained ISO 9002 Certificate for steel products JAN 1998 Further tapped the PRC market by forming a joint FEB 1994 venture — Baosteel Jingchang at Nansha with Listed on the Main Board of The Stock Exchange Shanghai Baosteel Corporation and Japan Mitsui of Hong Kong Limited (“SEHK”) & Co. Ltd. NOV 1999 Acquired Shougang Concord Steel Company Limited and became the leader in Hong Kong steel industry APR 2000 iSteelAsia Holdings Limited (founded in December 1999) listed on the Growth Enterprise Market (“GEM”) of SEHK Van Shung Chong Holdings Limited Page 3 Annual Report 2004 MAY 2001 Recognising telecommunication industry is one of the fastest growing industries in Mainland China, acquired an OEM telecommunication equipment manufacturer in China to form Van Jia Yuan (“VJY”) JAN 2002 Obtained ISO 9001 Certificate for VJY DEC 2002 MAR 2002 Expanding on the VSC Group’s China network by Obtained ISO 9001 Certificate for the Dongguan partnering with Shougang Corporation to establish Coil Centre a PPGI production plant in Beijing APR 2002 JUN 2003 Enhancing the breadth of our business and As Shanghai is the hub for information, capital, launched Leisure Plus, a one-stop lifestyle outlet human resources and steel usage, VSC has for bath and kitchen products chosen to set up our China head office there JUL 2002 JUL 2003 Sponsored firework display celebrating the 5th Realising the growing needs of service centres, Anniversary of the establishment of HKSAR set up a second wholly owned coil centre in Tianjin with an initial capacity of 60,000 MT per annum and commenced production OCT 2003 Secured a HK$250 million three-year revolving credit and term loan facility from a syndicate of 9 international and local banks MAR 2004 Further expanded the service centre network by partnering with Shinsho Corporation of Japan to operate a coil centre in Guangzhou Page 4 Corporate Information DIRECTORS PRINCIPAL BANKERS Executive Directors Bank of China (Hong Kong) Limited Mr. Yao Cho Fai, Andrew, Chairman & CEO BNP Paribas, Hong Kong Branch Ms. Yao Che Li, Miriam China Construction Bank, Hong Kong Branch Mr. Ho Sai Hou, Johnson DBS Bank (Hong Kong) Limited Mr. Dong Sai Ming, Fernando Hang Seng Bank Limited HSH Nordbank, Hong Kong Branch Non-executive Director Industrial and Commercial Bank of China Dr. Shao You Bao (Asia) Limited KBC Bank N.V., Hong Kong Branch Independent Non-executive Directors Liu Chong Hing Bank Limited Dr. Chow Yei Ching Mizuho Corporate Bank, Limited, Hong Kong Mr. Ting Woo Shou, Kenneth Branch Mr. Harold Richard Kahler Shanghai Commercial Bank Limited The Bank of East Asia, Limited COMPANY SECRETARY The Bank of Tokyo-Mitsubishi, Limited, Hong Ms. Tse Sau Wai, FCS FCIS Kong Branch (Appointed on 1st June 2004) The Hongkong and Shanghai Banking Corporation Limited QUALIFIED ACCOUNTANT UFJ Bank Limited, Hong Kong Branch Mr. Ho Sai Hou, Johnson, AHKSA FCCA SHARE REGISTRARS AND TRANSFER AUDITORS OFFICES PricewaterhouseCoopers Principal Registrar Certified Public Accountants Butterfield Fund Services (Bermuda) Limited Rosebank Centre SOLICITORS 11 Bermudiana Road Baker & McKenzie (on Hong Kong Laws) Pembroke Conyers Dill & Pearman (on Bermuda Laws) Bermuda Page 5 Corporate Information Hong Kong Registrar Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong REGISTERED OFFICE Clarendon House Church Street Hamilton HM11 Bermuda HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS Rooms 4902-8, Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong Website: http://www.vschk.com http://www.isteelasia.com E-mail Address: [email protected] Listed on The Stock Exchange of Hong Kong Limited Stock Code: 1001 (shares) 561 (warrants) 8080 (shares of iSteelAsia Holdings Limited) 8356 (warrants of iSteelAsia Holdings Limited) Page 6 Financial Highlights 2003 2004 % Change HK$ million Turnover 2,756 3,549 +29% Gross profit 219 234 +7% Operating profit 77 110 +43% Profit attributable to shareholders 60 81 +35% Total assets 1,419 2,021 +42% Shareholders’ equity 520 661 +27% In Million Number of shares 312 368 +18% Per Share Data HK cents Basic earnings 17.4 24.6 +41% Diluted earnings 17.3 23.6 +36% Total cash dividends 5.8 5.9 +2% HK$ Shareholders’ equity 1.667 1.796 +8% Financial Ratios Gross profit margin (%) 7.95 6.60 -17% Net profit margin (%) 2.18 2.28 +5% Current ratio 1.39 1.42 +2% Quick ratio 0.95 0.86 -9% Gearing ratio 1.17 1.29 +10% Interest cover 6.91 8.23 +19% Cash dividend payout (%) 29.98 26.13 -13% Definitions Profit attributable to shareholders Basic earnings per share Weighted average number of shares Profit attributable to shareholders Diluted earnings per share Diluted weighted average number of shares Shareholders’ equity Shareholders’ equity per share Number of shares as at year end Gross profit Gross profit margin (%) x 100% Turnover Profit attributable to shareholders Net profit margin (%) x 100% Turnover Current assets Current ratio Current liabilities Current assets excluding inventories Quick ratio Current liabilities Interest bearing short-term borrowings and long-term bank loan Gearing ratio Shareholders’ equity Operating profit Interest cover Finance costs Total cash dividends proposed for the year Cash dividend payout (%) x 100% Profit attributable to shareholders Page 7 Financial Highlights Turnover Operating Profit for the years ended 31st March for the years ended 31st March HK$ million HK$ million 4,000 350 3,549 (Note 2) 3,500 300 3,000 250 2,500 200 2,000 150 1,500 110 100 1,000 50 500 0 0 95 96 97 98 99 00 01 02 03 04 95 96 97 98 99 00 01 02 03 04 Profit Attributable to Shareholders Shareholders’ Equity per Share for the years ended 31st March as at 31st March HK$ million HK$ 300 (Note 2) 2.0 1.8 1.8 250 1.6 1.4 200 1.2 150 1.0 0.8 100 81 0.6 0.4 50 0.2 0 0 95 96 97 98 99 00 01 02 03 04 95 96 97 98 99 00 01 02 03 04 Notes: 1. Certain prior years’ figures have been reclassified to conform with the current year’s presentation. 2. For the year ended 31st March 2001, there was a gain of approximately HK$282 million resulting from distribution in specie of shares in iSteelAsia Holdings Limited. Page 8 Ten Years Financial Summary The following is a summary of the audited consolidated accounts of Van Shung Chong Holdings Limited (the “Company” or “VSC”) and its subsidiaries (together the “VSC Group”) for the respective years as hereunder stated. CONSOLIDATED PROFIT AND LOSS ACCOUNTS Years ended 31st March 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 Turnover 1,927,537 1,846,543 2,002,479 2,150,961 1,842,262 1,900,945 2,376,451 2,137,845 2,755,769 3,549,110 Operating profit 81,112 101,158 111,525 103,516 96,807 91,714 311,953 19,888 77,049 109,792 Finance costs (19,453 ) (23,933 ) (23,281 ) (25,467 ) (15,358 ) (14,907 ) (11,732 ) (7,908 ) (11,144 ) (13,337) Share of (loss) profit of associates 432 1,564 1,555 (615 ) (1,980 ) 2 89 (88 ) — — Profit before taxation 62,091 78,789 89,799 77,434 79,469 76,809 300,310 11,892 65,905 96,455 Taxation (7,160 ) (9,719 ) (11,188 ) (10,800 ) (13,610 ) (19,294 ) (15,533 ) (760 ) (2,164 ) (11,061) Profit before minority interests 54,931 69,070 78,611 66,634 65,859 57,515 284,777 11,132 63,741 85,394 Minority interests (555 ) (2,573 ) 73 (1,238 ) 1,121 (2,150 ) 1,059 (1,022 ) (3,329 ) (4,331) Profit attributable to shareholders 54,376 66,497 78,684 65,396 66,980 55,365 285,836 10,110 60,412 81,063 Dividends (Note 2) 14,800 19,487 21,323 21,387 21,387 29,930 400,391 9,230 18,111 21,180 Notes: 1. Certain prior years’ figures have been reclassified to conform with the current year’s presentation. 2. For the year ended 31st March 1996 and for the year ended 31st March 2000, there were bonus issues of warrant in the ratio of one warrant for every five shares in addition to the cash dividends. Such warrants were expired on 16th September 1998 and 16th February 2002, respectively.