XIAMEN INTERNATIONAL PORT CO., LTD* (A Joint Stock Limited Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 3378)
Total Page:16
File Type:pdf, Size:1020Kb
XIAMEN INTERNATIONAL PORT CO., LTD* (A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 3378) Overseas Regulatory Announcement This is not the announcement of the audited financial results of Xiamen International Port Co., Ltd. for the year ended 31 December 2005. This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. The following announcement is released by Xiamen Port Development Co., Ltd., a subsidiary of Xiamen International Port Co., Ltd, whose A shares are listed on the Shenzhen Stock Exchange. The audited financial statements of Xiamen Port Development Co., Ltd. have been prepared in accordance with PRC GAAP. Hong Kong, 25 March 2006 XIAMEN PORT DEVELOPMENT CO., LTD. ANNUAL REPORT 2005 23 MARCH 2006 IMPORTANT The Board of Directors, Supervisors and Directors, supervisors and the senior management warrant that no false representation, misleading statements or material omissions have been contained in this report, and shall take the responsibility severally and jointly for its truthfulness, accuracy and completeness. The annual financial statements have been audited by Xiamen Tian Jian Hua Tian Certified Public Accountants Co., Ltd. which submit these statements without any qualified opinion. As Mr. Wu Laichuan, Chairman, Mr. Shen Yifeng and Mr. You Xiang Hua, Independent Directors are engaged in other official businesses and are therefore unable to attend the meeting. Mr. Chen Yongjun is unable to attend the meeting as he is indisposed. Mr. Wu Laichuan has appointed Mr. Ke Dong to vote for him, and Mr. You Xianghua has appointed Ms Miao Luping to vote on his behalf, and Mr. You Yifeng and Mr. Chen Yongjun have not appointed anyone yet. Mr. Wu Laichuan, Chairman, and Mr. Ke Dong, General Manager and Ms Song Yanping, Financial Manager of the Company hereby warrant the truthfulness and completeness of the financial statements in this report. 1 CONTENTS Section 1 General situation of the Company 3 Section 2 Highlights of accounting data and business data 4 Section 3 Changes in share capital and shareholders 7 Section 4 Directors, supervisors, senior management and staff 10 Section 5 Structure of corporate governance 15 Section 6 Introduction of the shareholders’ general meeting 16 Section 7 Report of the Directors 16 Section 8 Report of the supervisors 26 Section 9 Important events 27 Section 10 Financial Statements 36 Section 11 List of documents for inspection 103 2 SECTION 1 GENERAL SITUATION OF THE COMPANY 1. Statutory name of the Company in Chinese: Statutory name of the Company in English: XIAMEN PORT DEVELOPMENT CO., LTD. 2. Authorized representative: Wu Laichuan 3. Secretary to the Board of Directors: Liu Qiang Contact address: 13/F Lian Jian Building, Hai Tian Gang Area, Chang An Road, Huli District, Xiamen. Contact telephone no.: 0592-5829955 Fax: 0592-5829990 E-mail: [email protected] 4. Registered address: 13/F Lian Jian Building, Hai Tian Gang Area, Chang An Road, Huli District, Xiamen. Business address: 13/F Lian Jian Building,HaiTianGangArea,ChangAnRoad, Huli District, Xiamen. Postal code: 361006 E-mail: [email protected] Website: www.xmgw.com.cn 5. Newspapers for disclosure of the Company’s information: Securities Time, China Securities International website specified by CSRC for publishing of the Company’s annual reports: http://www.cninfo.com.cn Place for inspection of the Company’s annual report: 13/F Lian Jian Building, Hai Tian Gang Area, Chang An Road, Huli District, Xiamen. 6. Stock exchange for listing of the shares of the Company: Shenzhen Stock Exchange Stock name: Xiamen Port Stock code: 000905 7. Other information 1. Date of registration of the Company for the first time: 21 April 1999 2. Place of registration of the Company for the first time: Industrial and Commercial Administration Bureau of Xiamen 3. Date of the Company’s latest changes in registration: 12 August 2005 4. Place of the Company’s changes in registration: Industrial and Commercial Administration Bureau of Xiamen 5. Legal person business license No.: 3502001001672 6. Taxation registration of the Company (1) National taxation registration No.: 350204705409738 (2) Local taxation registration No.: 3502047054097380 7. Name of accounting firm engaged by the Company: Xiamen Tian Jian Hua Tian Hua Certified Public Accountants Co., Ltd. Business address: 17/F & 18/F, Jin Yuan Building, 57 Hu Bin Nan Road, Xiamen 3 SECTION 2 HIGHLIGHTS OF ACCOUNTING DATA AND BUSINESS DATA 1. KEY ACCOUNTING DATA OF THE YEAR Unit: RMB Item 2005 Gross profit 172,735,918.38 Net profit 117,540,723.05 Net profit after non-operating losses/gains 107,541,470.60 Profit from core operations 242,565,579.28 Profit from other operations 15,010,330.72 Operating profit 152,619,987.96 Investment income 8,382,104.01 Subsidy 11,000,000.00 Net income and expenses other than operations 733,826.41 Net cash flow from operating activities 249,185,185.23 Net increase in Cash and cash equivalents -38,666,619.97 Note: amounts net of non-recurrent losses/gains: Unit: RMB Non-recurrent losses and gains Amount Income other than operation 1,692,369.98 Expenses other than operation –958,543.57 Gain from transfer (clearing) of shareholding 30,000.00 Subsidy income 11,000,000.00 Effect of income tax –1,764,573.96 Total 9,999,252.45 4 2. KEY ACCOUNTING DATA AND FINANCIAL INDICATORS FOR THE 3 YEARS PRIOR TO THE END OF THIS REPORT Unit: RMB Item 2005 2004 2003 Income from core operations 748,243,124.32 538,619,814.34 415,370,549.29 Net profit 117,540,723.05 98,214,416.98 89,785,162.82 Total assets 2,082,680,851.25 2,058,067,329.06 2,721,372,995.63 Shareholders’ equity (excluding minority interests) 1,211,205,488.98 1,135,428,645.77 1,032,446,060.64 Earnings per share fully diluted 0.40 0.33 0.30 Earnings per share weighted average 0.40 0.33 0.30 Earnings per share fully diluted net of non-operating losses and gains 0.36 0.30 0.27 Earnings per share weighted average net of non-operating losses and gains 0.36 0.30 0.27 Net assets per share 4.11 3.85 3.50 Adjusted net assets per share 4.09 3.83 3.39 Net cash flow per share from operating activities 0.84 0.36 0.61 Yield from net assets fully diluted (%) 9.70 8.65 8.70 Yield from net assets weighted average (%) 9.84 9.06 9.09 Yield from net assets fully diluted net of losses and gains from non- operating activities (%) 8.88 7.73 7.61 Yield from net assets weighted average net of losses and gains from non-operating activities (%) 9.01 8.10 7.96 5 3. CHANGES IN SHAREHOLDERS’ EQUITY DURING THE REPORT PERIOD Unit: RMB Statutory Statutory Total of Capital surplus public welfare Unallocated shareholders’ Item Share capital reserve reserve fund profit equity Beginning of period 295,000,000.00 509,869,380.09 52,092,371.72 36,448,251.08 242,018,642.88 1,135,428,645.77 Increase for the period — 2,486,120.16 23,508,144.62 11,754,072.31 117,540,723.05 75,776,843.21 Decrease for the period — — — — 67,758,144.62 — End of period 295,000,000.00 512,355,500.25 75,600,516.34 48,202,323.39 291,801,221.31 1,211,205,488.98 Reasons for the changes: 1. The capital reserve increased by RMB2,486,120.16 during the report period, which arose from China Ocean Shipping Tally Company Xiamen Branch, a subsidiary of the Company which was approved to undergo corporate transformation into a company with limited liabilities, and 14% of the shareholding in Tally company was acquired in cash by China Ocean Shipping Tally Company. The assets of Tally company was valued to have increased by RMB2,486,120.16, and the Company increased its provision for investment in proportion to its shareholding. 2. Increase in statutory surplus reserve fund was the result of appropriation of 10% for the statutory surplus reserve according the net profit achieved during the report period in 2005. 3. Increase in statutory public welfare fund during the report period was the result of appropriation of 10% for the statutory public welfare fund according the net profit achieved during the report period in 2005. 4. Increase in unallocated profit during the period was the result of newly added profit, decrease during the period was the appropriation of statutory surplus reserve fund of RMB23,508,144.62, payment of cash dividend of RMB44,250,000.00. Payment of cash dividend was as follows: pursuant to the resolution of the shareholders’ general meeting for 2004 held in June 2005, bases on the total share capital of RMB295 million as at 31 December 2004, the profit distribution plan of paying RMB1.5 per every 10 shares (tax included)to the investors was implemented, and the cash dividend of a total of RMB44,250,000.00 had been paid. 6 SECTION 3 CHANGES IN SHARE CAPITAL AND SHAREHOLDERS 1. CHANGES IN SHARE CAPITAL 1. Changes in share capital Before the change Increase/decrease of the change (+,-) After the change Conversion of statutory Proportion Issue of new surplus Proportion Number (%) shares Bonus issue reserve Others Sub-total Number (%) 1. Unlisted and non-marketable shares 1. Promoter’s shares 200,000,000 67.80 200,000,000 67.80 Of which: Shares held by the State 200,000,000 67.80 200,000,000 67.80 Domestic legal person shares Overseas legal person shares Others 2.