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HUBEI SANONDA CO., LTD. SUMMARY of ANNUAL REPORT 2003 (B-Share)

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HUBEI SANONDA CO., LTD. SUMMARY of ANNUAL REPORT 2003 (B-Share) HUBEI SANONDA CO., LTD. SUMMARY OF ANNUAL REPORT 2003 (B-share) §1. Important Notes 1.1 The Board of Directors of Hubei Sanonda Co., Ltd. (hereinafter referred to as the Company) and its directors hereby confirm that there are no important omissions, fictitious statements or serious misleading information carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. The 2003 annual report summary is abstracted from the full text of annual report; the investors are suggested to read the full text of annual report to understand more details. 1.2 No director stated that they couldn’t ensure the correctness, accuracy and completeness of the contents of the Annual Report or have objection for this report. 1.3 All directors attended the Board meeting. 1.4 Ho and Ho & Company Certified Public Accountants issued an unqualified Auditors’ Report for the Company. 1.5 Chairman of the Board of the Company Mr. Zhang Maoli, General Manager Mr. Zheng Xianhai and person in charge of Financing Mr. He Xuesong hereby confirm that the Financial Report enclosed in the Annual Report is true and complete. 1.6 This report is prepared in both Chinese and English. Should there be any discrepancy in interpretation between the two versions, the Chinese version shall prevail. Accounting data of Chinese version enclosed in annual report are quoted from Chinese Auditors’ Report, while accounting data of English version enclosed in annual report are quoted from International Auditors’ Report. §2. Company Profile 2.1 Basic information Short form of the stock Sanonda A, Sanonda B Stock code 000553, 200553 Listed stock exchange Shenzhen Stock Exchange Registered address and Office address No. 93, Beijing East Road, Jingzhou, Hubei Post code 434001 Internet web site of the Company http://www.sanonda.com E-mail of the Company [email protected] 2.2 Contact person and method Secretary of the Board of Authorized Representative in Directors charge of the Securities Affairs Name Li Zhongxi Hu Haosong Contact address No. 93, Beijing East Road, No. 93, Beijing East Road, Jingzhou, Jingzhou, Hubei Hubei Telephone 0716-8208632 0716-8208232 Fax 0716-8208899 0716-8208899 E-mail [email protected] [email protected] §3. Summary of Accounting Data and Financial Indexes 3.1 Major accounting data Unit: RMB’000 Increase/decrease 2003 2002 2001 over last year（％） Income from main operations 858,705.00 652,210.00 31.66% 955,663 Total profit 6,017.00 -144,512.00 -- (21,129) Net profit 8,482.00 -156,609.00 -- (20,916) Increase/decrease At the end of At the end of At the end of from the end of last year 2003 year 2002 year 2001 year（％） Total assets 1,516,367.00 1,542,056.00 -1.67% 1,617,077 Shareholder’s equity (excluding 793,725.00 785,857.00 1.00% 943,507 minority interests) Net cash flow arising from 34,627.00 48,343.00 -28.37% 66,148 operating activities 3.2 Major financial indexes Unit: RMB’000 Increase/decrease over 2003 2002 2001 last year（％） Earnings per share 0.029 -0.527 -105.42% -0.07 Earnings per share (calculated based on new share capital if share capital was changed) 0.029 -0.527 -105.42% -0.07 Return on equity (%) 1.07 -19.93 -- -2.22 Net cash flow per share arising from operating activities 0.12 0.16 -25.00% 0.42 At the end At the end Increase/decrease At the end of year of year from the end of last of year 2003 2002 year（％） 2001 Net assets per share 2.67 2.65 0.75% 3.18 Net assets per share after adjustment 2.67 2.65 0.75% 3.18 3.3 Difference of net profit as audited by PRC Accounting Rules and Regulations and IFRS √Applicable □Inapplicable Unit: RMB’0000 PRC Accounting Rules and Regulations IFRS Net profit 740.06 848.00 Inventory net realization value adjustment RMB –234 Sales cut-off adjustment RMB –519 Explanation on the Amortization of special appropriate funds RMB 16 difference Adjustment for unrealised loss on investment RMB -99 Others RMB 944 §4 . Changes in Share Capital and Particulars about Shareholders 4.1 Statement of change in shares Unit: share Before the Increase/decrease in this After the Items change change change I. Unlisted shares 1. Sponsors’ shares 84,729,334 0 84,729,334 Including: State-owned share 84,729,334 0 84,729,334 Domestic legal person’s shares 0 0 Foreign legal person’s shares 0 0 Others 0 0 2. Raised legal person’s shares 0 0 3. Inner employees’ shares 0 0 4. Preference shares or others 0 0 Total unlisted shares 84,729,334 0 84,729,334 II. Listed shares 1. RMB ordinary shares 97,232,276 0 97,232,276 2. Domestically listed foreign shares 115,000,000 0 115,000,000 3. Overseas listed foreign shares 0 0 4. Other 0 0 Total listed shares 212,232,276 0 212,232,276 III. Total shares 296,961,610 0 296,961,610 4.2 Statement of shares held by the top ten shareholders and the top ten shareholders of circulation share Total number of shareholders at the end of report period 39,183 Particulars about shares held by the top ten shareholders Number of Nature of Increase / Holding Type of shares share shareholders decrease in shares at the Proportion Full name of Shareholders (Circulating/Non- pledged/ (State-owned the report year-end (%) circulating) frozen shareholder/foreign year (share) (share) (share) shareholder) Sanonda Group Corporation 0 81,726,625 27.52 Non-circulating 81,726, 625 State-owned shareholder Qichun County State-owned 0 3,002,709 1.01 Non-circulating 0 State-owned Assets Administration shareholder Bureau Zhang Sheng 1,588,600 1,588,600 0.53 Circulating Unknown Foreign shareholder Taiji Investment Co., Ltd. 0 1,000,000 0.34 Circulating Unknown Foreign shareholder Guangqi Investment Co., 0 1,000,000 0.34 Circulating Unknown Foreign Ltd. shareholder Anhui Guidu Heat Supply 131,512 919,012 0.31 Circulating Unknown State-owned Engineering Co., Ltd. shareholder Hubei Zhonglian Yangzi 0 835,000 0.28 Circulating Unknown State-owned State-owned Soil Economic shareholder Development Company Zhou Wenqin 0 698,220 0.24 Circulating Unknown State-owned shareholder Qu Wei 662,815 662,815 0.22 Circulating Unknown Foreign shareholder Deng Lanqin 653,700 653,700 0.22 Circulating Unknown State-owned shareholder Explanation on associated relationship (1) Sanonda Group Corporation is the holding shareholder of the among the top ten shareholders or Company, which held the Company’s shares on behalf of the state. consistent action (2) Among the top ten shareholders as listed above, there exists no associated relationship between Sanonda Group Corporation (the holding shareholder of the Company) and other shareholders, and it does not belong to the consistent actionist regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies. (3) The Company is unknown whether there exists assoc iated relationship among other shareholders, or whether the shareholders belong to the consistent actionist regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies. Particulars about shares held by the top ten shareholders Shareholder’s name (full name) Circulation share held at the Type（A-share, B-share, year-end (share) H-share or others） Zhang Sheng 1,588,600 B-share Taiji Investment Co., Ltd. 1,000,000 B-share Guangqi Investment Co., Ltd. 1,000,000 B-share Anhui Guidu Heat Supply Engineering 919,012 A-share Co., Ltd. Hubei Zhonglian Yangzi State-owned Soil 835,000 A-share Economic Development Company Zhou Wenqin 698,220 A-share Qu Wei 662,815 B-share Deng Lanqin 653,700 A-share Zhao Quanshan 629,710 A-share Wuhua Industrial Co., Ltd. 600,000 A-share Explanation on associated The Company is unknown whether there exists associated relationship among the top ten relationship among shareholders of circulation share, or whether the shareholders of circulation share shareholders belong to the consistent actionist regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies. 4.3 Particulars about holding shareholders and actual controller of the Company 4.3.1 Particulars about change in holding shareholders and actual controller of the Company □Applicable √Inapplicable 4.3.2 Introduction of especial situation for holding shareholder and other actual controller Name of the holding shareholder: Sanonda Group Corporation (it held 81,726,625 shares of the Company; taking 27.52% of total shares) Legal representative of the holding shareholder: Zhang Maoli Date of foundation: 1994 Registered capital: RMB 311,101,000 Scope of business: Agrochemical, chemical products, pharmaceutical products, mechanical equipments and fittings, import and export of the Company’s products and the necessary raw and auxiliary material, etc. Sanonda Group Corporation, the holding shareholder, is a shareholder holding state-owned shares of the Company, and its actual controller is Jingzhou Municipal State-owned Assets Administration Office. There was no change in shares held by the holding shareholder in the report period. 81,726,625 shares of the Company held by Sanonda Group Corporation were pledged or frozen. Of them, pledged shares were 55,770,000 shares and frozen shares were 25,956,625 shares (the event was published several times in designated newspapers China Securities, Securities Times and Ta Kung Pao). §5. Particulars about Directors, Supervisors and Senior Executives 5.1 Change in shares held by directors, supervisors and senior executives Holding Holding Reason for Name Title Sex Age Office term shares at the shares at the change year-begin year-end Jun.
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