Shenzhen Textile (Holdings) Co., Ltd. Annual Report 2004 (B) April 2005 - 0 - Table of Contents Chapter 1 Brief Introduction of the Company 2 Chapter 2 Highlights of Accounting Data and Business Data 3 Chapter 3 Particulars about the Changes of Share Capital and Shareholders 5 Chapter 4 Directors, Supervisors, Senior Executives and Staff 9 Chapter 5 Control Structure of the Company 13 Chapter 6 Brief Introduction of Shareholders’ General Meeting 15 Chapter 7 Report of the Board of Directors 15 Chapter 8 Repot of the Supervisory Committee 24 Chapter 9 Important Events 25 Chapter 10 Financial Reports 27 Chapter 11 List of Documents Available for Inspection 28 -1 - Shenzhen Textile (Holdings) Co., Ltd. Annual Report 2004 (B) Important notes The Board of Directors of the Company hereby guarantees that there are no misstatement, misleading representation or important omissions in this report and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof. The summary of this annual report is selected from the annual report. Mr. Guan Tongke, the board chairman of the Company and Deputy chief accountant .Mr. Liu Yi, the director of Finance Dept., represent and warrant the financial and accounting report in the annual report is true and complete. I. Brief Introduction of the Company (I) Statutory Name of the Company In Chinese : 深圳市纺织（集团）股份有限公司 In English : SHENZHEN TEXTILE (HOLDINGS) CO., LTD. Short form in English: STHC (II) Legal Representative : Guan Tongke General Manager: Liu Junhou (III) Secretary of the Board of Directors : Chao Jin Contact Address: 6/F, Shenfang Building, No.3 Huaqiang North Road, Futian District, Shenzhen Post Code: 518031 Tel : 0755-3776043 Fax : 0755-3776139 E-mail:[email protected] (IV) Registered Address: 6/F, Shenfang Building, No.3 Huaqiang North Road, Futian District, Shenzhen Office Address: 6/F, Shenfang Building, No.3 Huaqiang North Road, Futian District, Shenzhen Post Code: 518031 E-mail : [email protected] -2 - (V) Newspapers for Information Disclosure: Securities Times, Hong Kong Commercial Daily Internet Web Site for Publishing the Annual Report: http://www.cninfo.com.cn The Place Where the Annual Report is Prepared and Placed: the Office of the Company (VI) Stock Exchange with Which the Company’s Stocks Are Listed: Shenzhen Stock Exchange Short Form of the Stock : Shen Textile A Shen Textile B Stock Code : 000045 200045 (VII) Other Relevant Information The date when and the place where the Company made its first registration: August 1994 Registered Address: 6/F, Shenfang Building, No.3 Huaqiang North Road, Futian District, Shenzhen Registration No. of Legal Entity Business License: 4403011013060 Tax Registration No.: 44030111001108 Certified public accountants retained by the Company: Name: Shenzhen Pengcheng Certified Public Accountants Business address：5/F, Baofeng Building, No. 28, Dongmen South Road, Shenzhen, China Name: K.C. Oh & Co. Business address: Room 1, 8/F, New Xianli Building, No. 10 Xuechang Street, Central, Hong Kong II. Highlights of Accounting Data and Business Data （I）Main accounting data and Main financial indicators of the report year 1 Main account data Unit: RMB'000 2004(the report year) Increase/decre 2003(the previous year) 2002 ase (%) Turnover 448393 451965 457480 -0.79 Before-tax 39784 42200 11851 -5.73 profit Profit for the 31100 36361 9444 year End of 2004 End of 2003 End of 2002 Increase/decre -3 - (End of report year) (End of previous year) ase (%) Total assets 680697 714932 752283 -4.79 Shareholders' 3529830 351865 316072 0.32 equity Net cash 39883 inflow from 5733 74149 595.67 operating activities 2.Main financial indicators Unit: RMB'000 2003 (the previous Increase/decr 2004 (the report year) 2002 year) ease (%) Earnings per 0.127 0.148 0.058 -14.19 share Return on net 8.81 10.33 2.99 -14.75 assets Net cash inflow 0.16 per share from 0.04 0.45 300.00 operating activities End of 2004 End of 2003 End of 2002 (End of report year) (End of previous year) Net assets per 1.44 2.15 1.93 -33.02 share 3．The influence of the adjustment of the financial reports audited by Chinese certified public accountants according to international standards for financial report on the net profit of the Company: 2004 2003 RMB '000 RMB '000 Pursuant to the financial report audited by Chinese C.P.A. 26,939 34,086 Adjustment made for complying with international accounting standards: Writeback of over-provision for the depreciation of real estate of investment nature 2,346 2,346 Amortization of negative goodwill 567 568 Writeback of impairment of unconsolidated subsidiaries 31 166 -4 - Disposal of unconsolidated subsidiaries - ( 1,697) Income from the change in equity of subsidiaries 433 - Amortization of intangible assets 784 788 Other - ( 104 ) Restated pursuant to international standards for financial report 31,100 36,361 The influence of the adjustment of the financial reports audited by Chinese certified public accountants according to international standards for financial report on the Net Value of Assets of the Company: 2004 2003 RMB '000 RMB '000 Pursuant to the financial report audited by Chinese C.P.A. 336,894 338,937 Adjustment made for complying with international accounting standards: Writeback of over-provision for the depreciation of real estate of investment nature 20,490 18,144 Writeback of impairment of unconsolidated subsidiaries 31 166 Disposal of unconsolidated subsidiaries ( 1,531 ) ( 1,697) Amortization of intangible assets ( 2,901) ( 3,685) Restated pursuant to international standards for financial report 352,983 351,865 The financial statements of the Company were audited by K.C. Oh & Co. according to international standards for financial report. III．Particulars about the Changes of Share Capital and Shareholders I Schedule of Change in Share Capital Unit: shares Before Increase/decrease this time (+ , - ) After this this Share Bonus Capitalization Secondary Others Subtotal change change allotment shares of common offer reserve fund I. Non-negotiable shares 1. Promoter's 108,240,000 54,120,000 54,120,000 162,360,000 shares Including： State-owned 108,240,000 54,120,000 54,120,000 162,360,000 shares Domestic corporate shares Overseas -5 - corporate shares Other 2. Raised corporate shares 3. Staff shares 4. PREFERRED SHARES OR OTHERS Total 108,240,000 54,120,000 54,120,000 162,360,000 non-negotiable shares II. NEGOTIABLE SHARES 1. RMB common 22,176,000 11,088,000 11,088,000 33,264,000 shares Of which : 67,200 33,600 33,600 100,800 senior executive shares 2. Domestically 33,000,000 16,500,000 16,500,000 49,500,000 listed foreign investment shares 3. Overseas listed foreign investment shares 4.other Total negotiable 55,176,000 27,588,000 27,588,000 82,764,000 shares III. Total shares 163,416,000 81,708,000 27,588,000 245,124,000 (II) Particulars about the issuing and listing of shares 1. The Company did not issue new shares and derived securities in the previous three years by the end of the report period. 2. In the report period, the Company capitalized capital surplus on five-for-ten basis with the total share capital at the end of 2003, i.e., 163,416,000 shares, as the base. After capital surplus capitalization, the Company had 245,124,000 shares in total. The Company's share capital structure remained unchanged. 3. After approval, the Company issued 3.8 million staff shares at the price of RMB 3.9 per share in June 1994. The staff shares were approved to be listed in February 1995. As of December 31, 2004, the senior executives of the Company held 100,800 shares. The trusted -6 - organ of the staff shares is China Securities Registration Settlement Co., Ltd. Shenzhen Branch. (III) Introduction to Shareholders 1. As of December 31, 2004, the Company had 19,005 shareholders in total including one shareholder of state-owned shares, 10，787 shareholders of A shares and 8，217 shareholders of B shares. 2. Particulars of the shareholding of the top ten shareholders as of December 31, 2004 Total number of 19,005 shareholders at the end of the report period Particulars about the shareholding of the top ten shareholders Name of Increase Quantity Proportion Type of share Quantity of shareholder (full or of shares (%) pledged or Nature of name) decrease held at frozen shareholder within the end shares the year of year henzhen State-owned Investment 54120000 16236000 66.24 Non-negotiable 107000000 shareholder Management Co. Wang Bin 王滨 Unknown 561054 0.23 Negotiable Unknown A VICTOR ONWARD Negotiable PRINTING &DYEING 185000 555000 0.23 Unknown B （HK）CO.LTD Ge RUMING Unknown 492000 Negotiable Unknown B Liu Jinhua 189997 420092 Negotiable Unknown B DBS VICKERS Negotiable （HONGKONG）LTD A/C Unknown 389985 Unknown B CLIENTS LOK YUNG CHING Unknown 360000 Negotiable Unknown B Chen Jingwen Unknown 345000 Negotiable Unknown B WU，KIN YEUK Unknown 316055 Negotiable Unknown B Yang Guoxiong Unknown 311702 Negotiable Unknown B Among the above shares, except that 16,236,000 state-owned shares are non-negotiable shares, all other shares are negotiable shares. -7 - Among the above top ten shareholders, state-owned corporate shareholder Shenzhen Investment Management Co., Ltd. is not related to other shareholders. The Company does not know whether there is related relation between social public shareholders or whether they are persons taking concerted action defined in Regulations on Disclosure of Information about Shareholding of Shareholders of Listed Companies. Among the above shareholders, the one holding shares on behalf of the state is Shenzhen Investment Management Co. No. 3 ,4,5,6,7,8,9 and 10 shareholders are the ones holding foreign investment shares.