Chongqing Changan Automobile Company Limited 2004 Annual Report
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Chongqing Changan Automobile Company Limited 2004 Annual Report I. Important notes and contents: The Board of Directors of Chongqing Changan Automobile Co., Ltd. (hereinafter referred to as “the Company”) and the directors guarantee that the information contained in the annual report are free of false records, misguiding statements or significant omissions, and assume individual and joint liabilities for the truthfulness, accuracy and integrity of the annual report. No director has raised any disagreement with regard to the truthfulness, accuracy and completeness of the report. Directors Mr. Li Shouwu, Mr Xu Liuping and Mr. Ma jun were absent; independent director Mr Xia Donglin were absent. Directors Mr. Li Shouwu entrusted directors Mr. Yin Jiayu, directors Mr Xu Liuping entrusted directors Deng Tengjiang, independent director Mr. Xia Donglin entrusted Mr. Wen zhong yu to attend and vote on their behalf, respectively. Chairman Mr. Yin Jiaxu, General Manager Mr. Zhao Luchuan and Chief Accountant Mr. Cui Yunjiang guarantee the truthfulness and completeness of the financial statements of the annual report. Content I. Important notes and contents 2 II. General Introduction to the Company 4 III. Extracts of Accounting and Operating Data 6 IV. Changes in Shares and Information about Shareholders 7 V. Information about Directors, Supervisors, Senior Management and Employees 11 VI. Corporate Governance Structure 19 VII. Shareholders’ general meeting 22 VIII. Report by Board of Directors 24 IX. Report by Board of Supervisors 36 X. Important Issues 41 XI. Financial Reports 42 XII. Documents for Inspection 86 II. General Introduction of the Company 1. The Company’s legal Chinese name: 重庆长安汽车股份有限公司 The Company’s legal English name: Chongqing Changan Automobile Company Limited 2. Legal representative of the Company: Mr. Yin Jiaxu 3. Secretaries of the Board: Mr. Cui Yunjiang, Ms. Li Jun Address: No. 260, Jian Xin East Road, Jiang Bei District, Chongqing Telephone: (023) 67591349 Fax: (023) 67866055 Email address: [email protected] 4. Registered address: No. 260, Jian Xin East Road, Jiang Bei District, Chongqing Post code: 400023 Office Address: No. 260, Jian Xin East Road, Jiang Bei District, Chongqing Post code: 400023 Internet Website of the Company: http://www.changan.com.cn Email Address of the Company: [email protected] 5. Publications for information disclosure of the Company: China Securities, Securities Daily and Hong Kong Business Website for information disclosure of the Company: http://www.cninfo.com.cn Annual Report preparation: Office of the Board of Directors 6. Place of listing: Shenzhen Stock Exchange Abbreviated name of the stock: Changan Automobile Changan B Stock Code: 000625 200625 7. The Company was first registered on: October 31, 1996 Registered Address: No. 309, Nan Cheng Road, Nan An District, Chongqing Date of change in registration: September 27, 2004 Registered Address: No. 260, Jian Xin East Road, Jiang Bei District, Chongqing Business license number: Yu Zi 5000001805570 Taxation registration number: State Taxation Chong Zi 51021120286320X, Di Shui Zi 500112736570882 The name and address of the accounting firm for the reporting year: Domestic CPA firm: PricewaterhouseCoopers Zhongtian CPA Address: 11th Floor PricewaterhouseCoopers Center 202 Hu Bin Road Shanghai, 200021, PRC International CPA firm: PricewaterhouseCoopers Zhongtian CPA Address: 11th Floor PricewaterhouseCoopers Center 202 Hu Bin Road Shanghai, 200021, PRC III. Extracts of Accounting and Operating Data 1. The Company’s accounting data for the current year (RMB thousand): Profit before tax 1,468,239 Net profit 1,197,215 Profit from major business lines 3,920,501 Other operating income 132,198 Operating profit 1,439,903 Net cash in-flow from operating activities 1,452,499 Net increase in cash and cash equivalents 1,356,433 2. Reconciliation of the net profits presented under the PRC accounting standards and International Financial Reporting Standards (“IFRS”) (RMB thousand) Net assets Net profit As reported under PRC accounting standards: 6,977,455 1,317,300 Adjustment under IFRS 1. Staff bonus and welfare fund of Changan Suzuki appropriated from profit after tax - (9,690) 2. Reversal of revaluation surpluses from long-term assets relating to revaluation made in 1995 (15,456) 8,735 3. Deferred tax assets 90,553 (5,231) 4. Government grants relating to purchase of assets (251,392) (73,049) 5. Tax credit arising from purchase of domestically manufactured machinery and equipment (41,660) (41,660) 6. Others - 810 As restated in conformity with IFRS: 6,759,500 1,197,215 3. Key accounting data and financial indicators of the recent three years 2004 2003 2002 Sales (RMB ’000) 18,526,610 14,358,768 9,884,068 Net profit (RMB ’000) 1,197,215 1,435,616 865,146 Total assets (RMB ’000) 14,848,265 10,984,325 8,775,246 Shareholders’ equity (RMB ’000) 6,759,500 4,810,372 3,472,889 Earnings per share (yuan/share) 0.84 1.17 0.71 Net assets per share (yuan/share) 4.17 3.92 2.83 Adjusted net assets per share(yuan/share) 4.15 3.74 2.79 Net cash flow from operating activities per share(yuan/share) 0.90 1.31 1.70 Return on net assets (%) 17.71 29.84 24.91 Note: The Earnings per share, Net assets per share, Adjusted net assets per share, and Net cash flow from operating activities per share in 2004 are based upon the share capital of 1,620,489.2 thousand shares subsequent to the bonus shares issuance of 2003 and the additional “A” share issue in 2004. The aforementioned figures per share in 2003 and 2002 are based upon the original share capital of 1,226,666 thousand shares. IV. Changes in Shareholdings and Information on Shareholders 1. Changes in shareholdings (Unit: share): Balance before Additional “A” Balance after current change Bonus shares Share Issue change I.Non-circulated shares 1. Promoter shares 708,666,000 141,733,200 - 850,399,200 Including: State-owned legal person shares --- - Domestic legal person shares 708,666,000 141,733,200 - 850,399,200 Foreign legal person shares - - - - Others - - - - 2. Legal entity shares raised - - - - 3. Employee shares 21,000 4,200 1,566 26,766 4. Preference shares and others - - Sub-total of non-circulated shares 708,687,000 141,737,400 1,566 850,425,966 II. Circulated shares 1. Domestic listed RMB shares 167,979,000 35,595,800 148,848,434 350,423,234 2. Domestic listed foreign shares 350,000,000 70,000,000 - 420,000,000 3. Overseas listed foreign shares - - - - 4. Others - - - - Subtotal circulated shares 517,979,000 103,595,800 148,848,434 770,423,234 III. Total shares 1,226,666,000 245,333,200 148,850,000 1,620,849,200 Note: Employee shares refer to shares held by the Directors and Supervisors. 2. Issue and Listing of Shares (1) Share issue in the three years up to the year of the report: As approved by China Securities Regulatory Commission (Document No. [2004]131), the Company issued an additional 148,850,000 common shares of RMB 1 each at RMB 7.39 per share. The listing date of the additional shares is 26 September 2004. (2) In the year ended 31 December 2004, the Company issued bonus shares on the basis of 2 shares for each 10 shares according to the profit distribution plan regarding 2003, thereby increasing the Company’s total share capital to 1,471,999,200 shares. In August 2004, the Company issued an additional 148,850,000 common stocks, thereby increasing the Company’s total share capital to 1,620,849,200 shares. Please refer to the table of changes in shareholdings for detailed information. 3. Information on the shareholders (1) At the end of the reporting period, the shareholders of the Company totaled 54,268, of which 39,118 were A share shareholders and 15,150 were B share shareholders. (2) The largest ten share holders: Increase/ Shares held at % of total Pledged/ Shareholde Name of shareholders Decrease in the Share type the year-end shares Frozen shares rs year 1.CHANGAN AUTOMOBILE Non- State- GROUP COMPANY (“CAC”) 141,733,200 850,399,200 52.47 circulated 354,333,000 owned 2. BOSHI VALUE ADDED A share SECURITIES INVESTMENT share- FUND 7,606,576 15,228,959 0.94 circulated unknown holder 3. HTHK-VALUE PARTNERS 'A' FD Unknown 14,427,910 0.89 circulated Unknown Foreign 4. KGI ASIA LIMITED 7,436,366 10,105,018 0.62 circulated Unknown Foreign 5. BBH BOSTON A/C GMO EMERGING MARKETS FUND -2,339,479 9,589,461 0.59 circulated Unknown Foreign 6. HTHK-BOBL/MANNUL IFE GLOBAL FUND-CHINA VALUE Unknown 9,279,902 0.57 circulated Unknown Foreign 7. CHINA-RELATED STOCKS MOTHER FUND Unknown 9,121,678 0.56 circulated Unknown Foreign A share 8. KINGHING TRUST & share- INVESTMENT CO., LTD. 7,754,816 8,463,351 0.52 circulated Unknown holder 9. MERRILL LYNCH PLERCE FENNER & SMITH INC 6,034,712 9,298,993 0.57 circulated Unknown Foreign 10. GUOTAI JUNAN SECURIES HONG KONG LIMITED -282,569 7,649,794 0.47 circulated Unknown Foreign Note: a. Shares held by CAC, one of the shareholders of the Company, were stated-owned, which were non-circulated. b. CAC had no relationship with the other shareholders in the above table, and nor was the party who agreed to act alike as stipulated in Administrative Measures on Information Disclosure Concerning Changes in Shareholdings of Listed Companies; the Company did not know whether there was relationship among the other shareholders, and nor knew whether they were the parties who agreed to act alike as stipulated in Administrative Measures on Information Disclosure Concerning Changes in Shareholdings of Listed Companies.