Jiangling Motors Corporation, Ltd. Extracts from 2003 Annual Report
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Jiangling Motors Corporation, Ltd. Extracts From 2003 Annual Report §1 Important Note 1.1 The Board of Directors is collectively and individually liable for the truthfulness, accuracy and completeness of the information disclosed in the report and undertakes that no major events have been omitted, and that there are no misstatements and material misleading information in this report. These extracts are extracted from the original of Annual Report. Investors should read the original for details. 1.2 PwC Zhong Tian CPAs issued unqualified auditor’s reports for JMC’s year 2003 financial report. 1.3 Chairman Jiang Linsheng, President Lu Shuifang, CFO Manto Wong and Head of Finance Department, Wu Kai, ensure that the Financial Report in the Annual Report is truthful and complete. 1.4 Except that the Financial Report (Section 9) of the English version is drawn up according to the Auditors’ Report prepared in accordance with International Accounting Standards (‘IAS’), all financial data are based on Chinese Accounting Standards (‘CAS’). §2 Brief Introduction 2.1 Brief introduction Share’s name Jiangling Motors Jiangling B Share’s code 000550 200550 Place of listing Shenzhen Stock Exchange Company registered address No. 509, Northern Yingbin Avenue, Nanchang City, & headquarters address Jiangxi Province, P.R.C Post code 330001 Company’s website http://www.jmc.com.cn E-mail [email protected] 2.2 Contact persons and contact details Board Secretary Person for financial Securities Affair information disclosure Representative Name Xiong Zhongping Manto Wong Quan Shi Telephone 86-791-5235675 86-791-5232888-6503 86-791-5232888-6178 Fax 86-791-5232839 E-mail [email protected] Contact address No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C 1 §3 Operating Highlight 3.1 Main accounting data Unit: RMB’000 Year-on-year changes 2003 2002 2001 (%) Turnover 5,094,897 4,270,869 19.29% 3,379,072 Total profits 535,634 345,919 54.84% 101,157 Net profits 448,812 286,760 56.51% 100,848 Net profits after non-recurring income 447,266 274,280 63.07% 103,636 and loss Changes from reporting December December December period-end to 31, 2003 31, 2002 31, 2001 year-beginning (%) Total assets 3,802,330 3,581,901 6.15% 3,666,636 Shareholder’s equity 2,258,863 1,904,453 18.61% 1,616,364 (after minority interests) Net cash flows from 826,487 990,401 -16.55% 681,185 operating activities 2 3.2 Main financial indexes Year-on-year changes 2003 2002 2001 (%) Earnings per share (RMB) 0.52 0.33 56.63% 0.12 Return on net asset ratio 19.87% 15.06% 31.94% 6.24% Return on net asset ratio based on net profits after non-recurring 19.80% 14.40% 37.50% 6.41% income and loss Net cash flows per share from 0.96 1.15 -16.55% 0.79 operating activities (RMB) Changes from December December December reporting period-end to 31, 2003 31, 2002 31, 2001 year-beginning (%) Net assets per share (RMB) 2.62 2.21 18.63% 1.87 Adjusted net assets per share (RMB) 2.47 1.94 27.32% 1.51 3.3 Difference between net profits per Chinese Accounting Standards (‘CAS’) and per International Accounting Standards (‘IAS’) ■Applicable □Not Applicable Unit: RMB’000 Chinese Accounting Standards International Accounting Standards Net profits 448,812 382,255 Net profits 2003 As prepared per CAS 448,812 Adjustment per IAS: Amortization difference of Housing Fund -26,956 Notes on Power Capability Upgrade expense 1,642 difference Deferred Tax asset -10,703 Pension defined benefit -22,206 Minority interest -253 Staff bonus and welfare fund of Jiangling -8,081 Isuzu appropriated from profit after tax As restated in conformity with IAS 382,255 3 §4 Share Capital Changes & Shareholders 4.1 Table on the changes of shareholding structure Before the Change (+, -) After the change change Allocated Bonus Reserve-con New Others Subtotal Shares Shares verted shares issuance I. Non-listed shares 1. Promotion shares 354,176,000 354,176,000 Including: State-owned shares 354,176,000 -456,000 -456,000 353,720,000 Domestic legal-person shares 456,000 456,000 456,000 Foreign legal-person shares Others 2. Raising legal-person shares 47,438,000 47,438,000 3. Management shares 69,540 69,540 4. Preferred shares or others Subtotal 401,683,540 401,683,540 II. Listed shares 1. A shares 117,530,460 117,530,460 2. B shares 344,000,000 344,000,000 Overseas-listed Foreign-invested shares Others Subtotal 461,530,460 461,530,460 3. Total 863,214,000 863,214,000 4.2 Top ten shareholders and circulating-share shareholders Total shareholders at the end of 42,423 shareholders, including 30,527 A-share shareholders and 11,896 B-share shareholders reporting period Top ten shareholders Name Change Shares at the Ratio in Share type Shares due Shareholder type the total in 2003 end of 2003 to mortgage capital (+, -) stock or frozen (%) Jiangling Motors 354,176,000 41.03 Non listing 0 State-owned shareholder Company (Group) (‘JMCG’) Ford Motor Company 0 258,642,800 29.96 Circulation B 0 Foreign-invested (‘Ford’) shares shareholder Shanghai Automotive 0 25,970,000 3.01 Non listing 0 Co., Ltd. 4 China Baoan Group Co., 0 12,000,000 1.39 Non listing 12,000,000 Ltd. Tianhua Securities 8,733,077 8,733,077 1.01 Circulation A 0 Investment Fund shares Jingfu Securities 5,789,099 5,789,099 0.67 Circulation A 0 Investment Fund shares GT PRC FUND 5,499,933 5,499,933 0.64 Circulation B 0 Foreign-invested shares shareholder Puhui Securities 5,282,838 5,282,838 0.61 Circulation A 0 Investment Fund shares Tongyi Securities 3,572,023 3,572,023 0.41 Circulation A 0 Investment Fund shares Yinhua 3,332,069 3,332,069 0.39 Circulation A 0 Advantaged-Enterprise shares Securities Investment Fund Notes on association and concerted There is no association among the shareholders who respectively hold more than 5% of action among top ten shareholders JMC’s total shares. The top ten circulation-share shareholders Name Shares at the end of 2003 Share Type Ford Motor Company 258,642,800 B share Tianhua Securities Investment Fund 8,733,077 A share Jingfu Securities Investment Fund 5,789,099 A share GT PRC FUND 5,499,933 B share Puhui Securities Investment Fund 5,282,838 A share Tongyi Securities Investment Fund 3,572,023 A share Yinhua Advantaged-Enterprise Securities Investment Fund 3,332,069 A share MERRILL LYNCH INTERNATIONAL 3,270,351 B share Yu long Securities Investment Fund 2,473,685 A share Jingbo Securities Investment Fund 2,042,723 A share Tianhua Securities Investment Fund and Yinhua Advantaged-Enterprise Securities Notes on association among top ten Investment Fund are related funds, and Jingfu Securities Investment Fund and circulation-share shareholders Jingbo Securities Investment Fund are related funds. 4.3 Controlling Shareholders and actual controller 4.3.1 Changes of controlling shareholders and actual controller □Applicable ■Not Applicable 4.3.2 Controlling shareholders The controlling shareholders of JMC are JMCG and Ford, and there is no change in respect of the controlling shareholders in 2003. JMCG, a wholly state-owned enterprise founded on July 27, 1991, is subordinate to the State-owned Assets Administration Bureau of Nanchang. Its registered capital is RMB 420.85 million, and its legal representative is Mr. Wang Xigao. Main scope of business: manufacture of automobiles, engines, chassis, variant vehicles and 5 automotive components, automotive quality test, sales of self-produced products, as well as related after-sale services. Ford, founded in 1903, is a US-based listed company. Its registered capital is US$ 1.222 billion. Chairman & CEO: William Clay Ford, Jr. Main scope of business: design, manufacturing, assembly and sales of cars, trucks, parts and component, financing, leasing of vehicles and equipment, and insurance business. §5 Directors, Supervisors and Senior Management 5.1 Shareholding Changes of Directors, Supervisors and Senior Management Name Position Gender Age Term of office Shares at the Shares at Cause of beginning of the end of share Year 2003 Year 2003 change Jiang Linsheng Chairman Male 41 2003.9~2005.6 0 0 Mei Wei Cheng Vice chairman Male 54 2002.6~2005.6 0 0 Zhou Ming Director Male 42 2003.9~2005.6 0 0 Dave Schoch Director Male 53 2003.9~2005.6 0 0 Lu Shuifang Director & President Male 50 2002.6~2005.6 0 0 Gordon L. Spaulding Director & SEVP Male 55 2002.6~2005.6 0 0 Xu Wenguang Independent director Male 52 2003.9~2005.6 0 0 Pan Yuexin Independent director Male 45 2002.6~2005.6 0 0 Lok· Kim· Chai Independent director Male 57 2003.9~2005.6 0 0 Wu Yong Chief supervisor Male 54 2002.6~2005.6 4,860 4,860 Alvin Qing Liu Supervisor Male 47 2002.6~2005.6 0 0 Zhu Yi Supervisor Male 34 2002.6~2005.6 0 0 Zhang Jianguo Supervisor Male 47 2002.6~2005.6 0 0 Jin Wenhui Supervisor Male 37 2002.6~2005.6 0 0 Xiong Chunying EVP Female 40 2002.6~2005.6 0 0 Liu Nianfeng EVP Female 42 2002.6~2005.6 0 0 Eric Hoile VP Male 62 2002.6~2005.6 0 0 Manto Wong CFO Male 41 2002.6~2005.6 0 0 Wan Hong VP Male 43 2002.6~2005.6 0 0 Zhou Yazhuo VP Male 41 2002.6~2005.6 0 0 Kevin Whipp VP Male 37 2002.6~2005.6 0 0 Xiong Zhongping Board Secretary Male 41 2002.6~2005.6 0 0 5.2 Directors and Supervisors who held a position in shareholder entities ■Applicable □Not Applicable Name of Shareholder Position with shareholder Compensation and Name Term of office allowance paid by entit ies entities held shareholder entit ies? Jiang Linsheng JMCG Chairman Yes 6 Vice President and the Mei Weicheng Ford Chairman & CEO of Ford Yes Motor (China), Ltd.