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Shandong Zhonglu Oceanic Fisheries Company Limited Semi-Annual Report 2005

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Shandong Zhonglu Oceanic Fisheries Company Limited Semi-Annual Report 2005 Shandong Zhonglu Oceanic Fisheries Company Limited Semi-annual Report 2005 Contents SECTION Ⅰ. IMPORTANT NOTICE-----------------------------------------------------------------1 SECTION Ⅱ. COMPANY PROFILE------------------------------------------------------------------2 SECTION Ⅲ. CHANGES IN SHARE CAPITAL AND PARTICULARS ABOUT SHARES HELD BY MAIN SHAREHOLDERS--------------------------------------------------------------------3 SECTION Ⅳ. PARTICULARS ABOUT DIRECTORS, SUPERVISORS AND SENIOR EXECUTIVES-------------------------------------------------------------------------------------------------5 SECTION Ⅴ. DISCUSSION AND ANALYSIS OF THE MANAGEMENT---------------------5 SECTION Ⅵ. SIGNIFICANT EVENTS----------------------------------------------------------------8 SECTION Ⅶ. FINANCIAL REPORT------------------------------------------------------------------16 SECTION Ⅷ. DOCUMENTS AVAILABLE FOR REFERENCE--------------------------------31 Section I. Important Notice The Board of Directors of Shangdong Zhonglu Oceanic Fisheries Company Limited (hereinafter referred to as the Company) and its directors individually and collectively accept responsibility for the correctness, accuracy and completeness of the contents of this report and confirm that there are no material omissions or errors which would render any statement misleading. No director stated that he (she) couldn’t ensure the correctness, accuracy and completeness of the contents of the Semi-annual Report or have objection to this report. Director Ms. Shao Shijie and Independent Director Mr. Jiang Jin were absent from the Board meeting, and entrusted in writing Director Mr. Li Wenyi and Independent Director Mr. Jiang Lu to attend and exercised vote on them behalf. Chairman of the Board of the Company Mr. Liu Changsuo, Chief Financial Officer Mr. Zhang Jinqing and Manager of Financial Dept. Ms. Wu Shuxian hereby confirm that the financial report of the semi-annual report is true and complete. The semi-annual financial report of the Company has not been audited. This report was prepared in both English and Chinese. Should there be any difference in interpretation of the two versions, the Chinese version shall prevail. 1 Section II. Company Profile I. Company Profile (I) Name of the Company: In Chinese: 山东省中鲁远洋渔业股份有限公司 In English: Shandong Zhonglu Oceanic Fisheries Company Limited (II) Stock Exchange Listed with: Shenzhen Stock Exchange Short Form of the Stock: ST Zhonglu B Stock Code: 200992 (III) Registered Address: No. 43, Heping Road, Jinan, Shandong Office Address: No. 43, Heping Road, Jinan, Shandong Post Code: 250014 E-mail: [email protected] (IV) Legal Representative: Liu Changsuo (V) Secretary of Board of Directors: Zhou Feng Securities affairs Representative: Jiang Peng Contact Address: No. 43, Heping Road, Jinan, Shandong Tel: (86) 531-6553278, 6553276 Fax: (86) 531-6943084 E-mail: [email protected] (VI) Newspapers Chosen for Disclosing the Information of the Company: Securities Times and Ta Kung Pao Internet Website Designated by CSRC for Publishing the Semi-annual Report: http://www.cninfo.com.cn The Place Where the Semi-annual Report is Prepared and Placed: Office of the Board of Directors (VII) Other information about the Company The initial registered date: Jul. 23, 1999 The registered date after change: Nov. 30, 2000 The registered place after change: Shandong Province Administrative Bureau for Industry and Commerce Registration code for business license of corporation: 3700001803000 Registration code of tax: National Revenue: 370102863043102 Local Tax: 370001863043102 II. Major financial data and indexes (I) Major accounting data in the report period Unit: RMB Increase/decrease At the end of this At the end of last over the same Items report period year period of last year (%) Current assets 200,760,096 218,231,649 -8.01 Current liabilities 369,766,163 389,284,719 -5.01 2 Total assets 479,130,676 507,835,721 -5.65 Shareholders’ equity (excluding 74,147,450 76,749,570 -3.39 minority interests) Net assets per share 0.28 0.29 -3.45 Net assets per share after adjustment 0.27 0.29 -6.90 Increase/decrease At the end of th Same period of over the same e report period last year period of last year (%) Net profit -3,276,070 2,568,262 -227.56 Net profit after deducting -10,236,235 2,805,454 -464.87 non-recurring gains and losses Net cash flow arising from operating 1,130,530 29,847,327 -96.21 activities Return on equity -4.42% 3.38% -7.77 Earnings per share -0.01 0.01 -200.00 (II) Items of non-recurring gains and losses and the relevant amount: Unit: RMB Items of non-recurring gains and losses Amount Net income/expenses of non-operating -500,331 Switch back of provision for bad debts 7,460,496 Total 6,960,165 (III) In the report period, there was no difference in net profit as audited under Chinese Accounting Standards and International Accounting Standards, and net profit was RMB –3,276,070. (IV) Supplemental financial information Return on equity (%) Earnings per share (RMB/share) Profit as of report period Fully diluted Weighted average Fully diluted Weighted average Profit from main operation 22.61 22.32 0.06 0.06 Operating profit -1.30 -1.28 0.00 0.00 Net profit -4.42 -4.36 -0.01 -0.01 Net profit after deducting non-recurring gains and losses -13.81 -13.63 -0.04 -0.04 Section III. Changes in Share Capital and Particulars about Shares Held by Main Shareholders I. In the report period, the Company’s total shares and its structure remained unchanged. II. Ended June 30, 2005, the Company had totally 18,331 shareholders, including 5 3 sponsor shareholders, including Shandong Group Corporation of Fishery Enterprises, Luyin Investment Group Co., Ltd., China Heavy Automobile Group Jinnan Trunk Co., Ltd., Shandong Airline Group Co., Ltd. and Shandong Detai Decorating Co., Ltd. shareholders holding listed overseas foreign capital shares in circulating amounted to 18,326. III. Particulars about shares held by main shareholders (I) Particulars about shares held by the top ten shareholders Number of Increase/d Shares held share ecrease in at the Proportion Nature of No. Name of shareholders Type of share pledged or the report period-end (%) shareholders frozen period (share) (share) SHANDONG GROUP State-owned 1 CORPORATION OF 0 125,731,320 47.25 Non-circulating 125,731,320 legal person’s FISHERY ENTERPRISES share 2 LIANG YU ZHEN 109,850.00 1,996,900 0.75 Circulating Unknown Foreign share 3 XU XIN HU 1,575,408 1,964,798 0.74 Circulating Unknown Foreign share CHINA HEAVY State-owned 4 AUTOMOBILE GROUP 0 1,950,000 0.73 Non-circulating Unknown legal person’s JINAN TRUCK CO., LTD. share SHANGHAI WANGUO 5 -7,101,517 1,479,431 0.56 Circulating Unknown Foreign share SECURITIES (HK) 6 LIU DAN 387,400 1,378,900 0.52 Circulating Unknown Foreign share 7 LIU YUAN 1,295,417 1,295,417 0.49 Circulating Unknown Foreign share 8 HUANG JIAN WEN 149,700 1,082,469 0.41 Circulating Unknown Foreign share 9 YI YING 0 1,078,200 0.41 Circulating Unknown Foreign share 10 HAN JIAN WEN 946,776 946,776 0.36 Circulating Unknown Foreign share Notes: 1. In the report period, controlling shareholder of the Company remained unchanged and is Shandong Group Corporation of Fishery Enterprises (hereinafter referred to as Fishery Group), whose 37,731,320 shares of state-owned legal shares accounting for 14.18% of general equity of the Company, Shandong Luyin Investment Holding Co., Ltd. (hereinafter referred to as Luxin Holding) won the biding for the said shares in auction held by CAN at price of RMB 0.232 per share with business done amounting to RMB 8.76 million on June 17, 2005, which auction deal would make Luxin Holding the 2nd largest shareholder of the Company. Ended the disclosure date of the report, transferring ownership of share equity didn’t finished yet. 2. Shandong Group Corporation of Fishery Enterprises holds amounting to 88,000,000 state-owned legal person’s shares, taking up 33.07% of general share equity of the Company and was juridical frozen continuously in the report period. 4 3. Among the top ten shareholders, Shandong Group Corporation of Fishery Enterprises and China Heavy Automobile Group Jinan Truck Co., Ltd. are sponsor shareholders of the Company, there exists no associated relationship between them, or they do not belong to the consistent actor regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies; the other shareholders are ones of domestically listed foreign shares, the Company is unknown whether there exists associated relationship, or whether the rest shareholders belong to the consistent actor regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies. (II) Particulars about shares held by the top ten shareholders of circulation share Number of circulation Type (A-share, No. Full name of Shareholders shares held at the B-share, H-share period-end and other) 1 LINAG YU ZHEN 1,996,900 B-share 2 XU XIN HU 1,964,798 B-share 3 SHANGHAI WAN SECURITIES (HK) 1,479,431 B-share 4 LIU DAN 1,378,900 B-share 5 LIU YUAN 1,295,417 B-share 6 HUANG JIAN WEN 1,082,469 B-share 7 YI YING 1,078,200 B-share 8 HAN WEN JIAN 946,776 B-share 9 WANG JING HU 850,000 B-share 10 HUANG JIA YI 729,119 B-share Among the top ten shareholders of circulation share, the Company is unknown whether there exists associated relationship or whether they belong to the consistent actor regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies. Section IV. Particulars about
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