上海氯碱化工股份有限公司

Transcription

1 HALF ANNUAL REPORT 2005 Of Shanghai Chlor-Alkali Chemical Co., Ltd. 00

2

3 - 2 -

4 SHANGHAI CHLOR ALKALI CHEMICAL CO. LTD. SCAC B A B shxpw@21cn.com shqy0227@126.com

5

6 1 1,518,958, ,750,671, ,587,183, ,724,411, ,031,821, ,181,043, ,874,661, ,919,459, ,443, ,240, ,438, ,196, % % ,724, ,054, , , , %

7 A B % 5% 3 ( ( (%) ) ) 1 611,510, ,050, ,685, ,057, ( ) 4,713, DEBORAH WANG LIN 3,523, DAIWA SECURITIES SMBC HONG KONG LTD - 7 CLIENTS ACCOUNT 3,140, ,049, ,049, ,970, A B H 1 DEBORAH WANG LIN 3,523,000 B DAIWA SECURITIES SMBC HONG KONG LTD - 2 CLIENTS ACCOUNT 3,140,500 B 3 2,970,000 B 4 NAITO SECURITIES CO., LTD. 2,554,304 B 5 ZHANGYAN 2,387,762 B 6 MEESPIERSON ASIA LTDASIA LTD. 2,321,241 B 7 1,528,800 B - 6 -

8 8 1,359,300 B 9 TOYO SECURITIES ASIA LTD. A/C CLIENT 1,205,270 B 10 1,165,472 B 5-7 -

9

10 % -4,044 11, % % % 35.64% % , , , , , , ,

11 , , , , % 1 10% (%) (%) 1,173,223, ,225,010, ,166, ,944, ,760, ,761, ,373, ,829, ,257, ,387, ,967,267, ,803,288,

12 2 10% -54,521, % 120,349, % 78,285, % % % , , , , % % % 75.63% 10% (%)

13 70% / / % %

14 / / PPVC / PC % 25.4% 5.3% 4.9% PC PC

15

16 ~ , , , , , / , / ,

17 , , , ( ) , , , , , , , , , , ,

18 0.00 4, , % 50% 26, % % , % ( ) 31,

19 % 2 5% ( 5%) %

20 C C35 37 A8 C C37 ( ) A C24 C37 A C24 C37 A C43 C3 A C23 C3 A C C47 A C27 C47 A C C47 A C42 C43 A15 C C6 A C6 C3 A C6 C3 A A B07 B7-19 -

21 ,291, ,329, ,730, ,649, ,000, ,000, ,804, ,770, ,590, ,125, ,621, ,055, ,961, ,613, ,861, ,983, ,820, ,830, ,660, ,075, ,804, ,224, ,662, ,184, ,436, ,071, , , , ,518,958, ,750,671, ,337,388, ,518,514, ,462, ,458, ,018,875, ,166, ,000, ,000, ,000, ,000, ,462, ,458, ,019,875, ,166, ,005, ,841, ,324,987, ,376,245, ,083,845, ,763,181, ,534,973, ,463,122, ,400,125, ,196,024, ,790,014, ,913,122, ,683,720, ,567,157, ,958, ,977, ,318, ,682, ,723,055, ,846,145, ,632,402, ,520,474, ,912, ,079, ,206, ,079, ,253, ,821, ,293, ,006, ,925, ,925, ,747,147, ,742,046, ,519,828, ,316,559, ,510, ,040, , , , , , , ,253, ,866, ,495, ,598, ,031,821, ,181,043, ,878,588, ,835,838,

22 ,292,325, ,094,838, ,251,025, ,538, ,699, ,330, ,099, ,500, ,796, ,983, ,798, ,910, ,443, ,094, ,801, ,453, ,858, ,751, ,458, ,004, ,620, ,704, ,428, ,437, ,428, ,428, , ,877, ,177, ,032, , , , , ,291, ,489, ,386, ,912, ,603, ,320, ,231, ,320, ,320, ,320, ,587,183, ,724,411, ,529,022, ,495,383, ,270, ,270, ,270, ,270, ,026, ,026, ,026, ,026, ,340, ,340, ,120, ,120, ,636, ,636, ,416, ,416, ,113,819, ,201,047, ,995,439, ,911,800, ,341, ,535, ,164,483, ,164,483, ,164,483, ,164,483, ,164,483, ,164,483, ,164,483, ,164,483, ,564,473, ,564,473, ,564,473, ,564,473, ,427, ,972, ,725, ,725, ,175, ,448, ,324, ,324, ,277, ,530, ,466, ,356, ,874,661, ,919,459, ,883,148, ,924,038, ,031,821, ,181,043, ,878,588, ,835,838,

23 ,967,267, ,348,599, ,816,865, ,706,070, ,803,288, ,983,834, ,670,740, ,390,074, ,855, ,830, ,358, ,489, ,123, ,933, ,766, ,506, ,702, , ,635, , ,077, ,603, ,429, ,224, ,980, ,303, ,935, ,929, ,516, ,327, ,747, ,676, ,749, ,902, ,710, ,895, ,333, ,593, ,601, ,658, , , , ,271, , ,242, , ,248, ,073, ,090, ,106, ,105, ,993, ,377, ,375, ,215, ,198, , ,509, ,443, ,240, ,889, ,794, ,720, ,148, ,356, ,495, ,277, ,389, ,466, ,289, ,277, ,389, ,466, ,289, ,277, ,389, ,466, ,289,

24 ,256,027, ,118,643, ,456, ,450, ,750, ,183, ,268,234, ,132,277, ,956,554, ,846,544, ,861, ,721, ,530, ,405, ,562, ,243, ,214,509, ,081,914, ,724, ,362, ,238, ,238, ,422, ,423, , , ,672, ,673, ,379, ,162, ,847, ,134, ,227, ,297, ,554, ,623, ,208,745, ,166,145, ,208,745, ,166,145, ,219,586, ,216,986, ,268, ,718, ,261,854, ,258,704, ,109, ,559, , , ,038, ,919,

25 ,443, ,889, , ,118, ,021, , , , , , , ,283, ,911, , ,155, ,114, ,333, ,601, ,065, ,275, ,765, ,453, ,337, ,075, ,724, ,362, ,291, ,730, ,329, ,649, ,038, ,919,

26 ,600, ,413, ,564, ,450, ,503, ,413, ,324, ,592, ,097, , ,858, ,000, ,000, ,549, , , ,180, , , ,470, , , ,470, ,290, ,290, ,290, ,290, ,977, ,654, ,673, ,958, ,969, , , ,969, ,652, ,652, ,662, ,642, ,092, ,092, ,692, ,692, ,202, ,346, ,885, ,663,

27 2005 [1992] B A A B < >

28 :

29

30 [2004]

31

32

33

34 , , , ( 1) ( ) 3, , , , , , , , % , ,

35 ,000, , , ,253, ,220, ,291, ,329, ,694, ,263, ,685, ,730, , , , ,

36 ,038, ,000, ,000, ,000, ,000, ,000, ,000, ,000, ,198, ,293, ,605, ,476, ,804, ,770, ,067, % 5.00% 7,189, ,345, % 5.00% 5,818, ,200, % 20.00% 15,636, ,540, % 20.00% 15,636, ,267, % 50.00% 13,440, ,065, % 50.00% 13,440, ,917, % % 20,564, ,607, % % 20,325, ,453, % ,831, ,559, % ,592,

37 2 154,040, % 3, 40 4,128, ,054, ,065, ,065, ,102, ,102, ,600, ,600, ,290, ,290, ,538, ,538, , , ,242, ,979, , ,839, ,041, ,835, % ,083, % , , % ,911, % --- 9,

38 2 3 22,813, % ,877, % ,447, % ,858, ,209, % ,885, ,719, % ,858, ,081, % ,097, ,114, ,400, , , ,344, ,330, ,257, ,466, ,934, ,000, % 4 313,111, ,344, ,520, ,600, , ,492, % ,551, % 1 2 3, % , %

39 , % , % 51,660, % 57,075, % 1 247,521, ,192, ,228, ,419, ,566, ,489, ,019, ,995, , , ,524, , ,114, , , , , ,031, ,842, ,180, ,733, ,549, , ,511, ,720, , , , , , , , ,511, ,727, , ,752, ,290, ,748, ,290, ,000, ,000, ,752, ,290, ,748, ,290,

40 819,720 <1 824, , ,000 <1 2,400, ,400, ,443,226 <1 1,360, ,360, ,443,484 <1 3,956, ,956, ,497,600 <1 3,992, ,992, ,000 <1 690, , ,452,000 <1 6,002, ,002, ,400 <1 636, , ST 475,200 <1 1,789, ,789, ,000 <1 2,095, ,095, ,000 <1 900, , ,000 <1 920, , ST 547,515 <1 2,276, ,276, ,980 <1 375, , ,760,000 <1 1,250, ,250, ,680,000 <1 5,300, ,300, ,354 <1 3,033, ,033, ,217 <1 360, , ,176 <1 1,130, ,130, ,000 <1 560, , ,583,335 <1 10,200, ,200, ,346, ,705, ,705, ,640, ,440, ,440, ,440, ,452, ,637, ,637, ,500 <1 62, , ,140 <1 99, , , , ,006,466 67,237, ,138, ,440, A

41 % 119,515, ,515, % 10,000, ,000, ,400, ,400, , , , , , , % 2,000, ,000, , , % 1,500, ,500, % 62,982, ,992, ,975, % 1,703, , ,307, % 1,489, ,489, % 1,880, ,880, ,921, ,596, ,517, B % 28,800, ,800, ,800, % 2,287, ,287, ,287, % 658, , , % , , , , , ,746, ,185, ,185, ,448, , ,560, C % 7,995, , , ,000, ,768, ,231, % 10,331, ,763, ,763, ,962, ,393, ,568, % 12,551, ,010, ,010, ,200, ,361, ,561,

42 % 15,216, ,764, ,764, ,869, ,416, ,452, % 11,814, , , ,648, ,563, ,084, % 1,005, , ,000, , , % 154,000, ,160, ,160, ,000, ,160, ,160, % 83,712, ,712, ,712, % 1,006, ,000, , ,006, % 66,338, ,482, ,482, ,338, ,482, ,820, % 2,268, , , , , ,179, , ,306, % 9,345, , , , ,504, ,068, ,435, % 8,799, , , ,800, , ,191, % 5,576, ,576, ,900, , ,900, ,900, % 2,039, ,960, , ,039, ,002, ,538, ,900, ,159, , ,074, ,467, ,541, ,000, ,000, ,000, , , ,400, ,400, , , , ,

43 50, , ,000, ,000, ,440, ,440, ,290, ,290, ,510, , , ,553, ,414, ,414, ,700, ,760, ,760, ,808, , , ,172, ,841, ,846, ,005, ,003, ,603, ,518, ,324, ,797, ,982,096, ,644, ,553, ,010,187, ,162, ,388, ,877, ,672, ,382, ,530, ,583, ,329, ,376,245, ,081, ,339, , ,748, ,595, ,023, ,768, ,599, ,809,235, ,929, ,896, ,573, ,889,487, ,787, ,284, ,837, ,991, ,918, ,349, , ,796, ,479, ,967, ,463,122, ,108, ,812, ,534,973,

44 3 16,969, , , ,969, ,317, ,651, ,660, ,308, , , , , , ,977, ,654, ,673, ,958, ,193, ,416, , ,930, ,762, ,168, ,877, ,520, ,356, ,479, ,943, ,535, ,480, ,642, ,837, , , , , ,537, ,843, ,912, ,079, ,277, , ,067, ,060 7,692, ,692, % 2,492 4,317, ,317, % 12,546 44,897, ,615, ,405, ,106, % 1,856 7,901, ,818, ,992, ,727, % ,730, ,539, ,269, %

45 7 PVC 68, ,968, ,004, ,973, PVC 1,379 16,341, ,072, ,223, ,189, ,822 33,319, ,588, ,907, % ,067, ,401, ,242, ,533, ,692, ,513, ,830, ,865, ,533, ,001,945, ,302, , ,811, PVC 33,670, ,670, ,430, ,099, ,530, ,404, ,608, ,012, ,692, ,692, ,431, PVC 1 10,570, ,268, , ,833, ,758, ,179, , ,155, ,685, ,685, , ,689, ,133, , ,603, ,407, ,685, ,685, ,685, ,092,

46 826, , , ,025, ,000, ,300, ,300, ,000, ,012,538, ,292,325, ,094,838, ,100, ,145, ,830, ,699, ,500, ,699, ,330, ,796, ,983, ,443, ,094, ,534, KWOK KEE DEVELOPE CO.LTD 2,343, , ,

47 ,291, ,489, , ,722, ,313, ,222, ,530, ,467, , ,858, ,751, ,428, ,428, ,320, ,807, %-17% 184, , %-7%

48 1,194, , ,642, ,426, , , ,148, , ,877, , , , , , , , , ,536, ,320, ,107, , ,603, ,320, ,320, ,000, ,320, ,000, ,000, ,270, ,270,

49 ,270, ,270, PVC 57,340, ,340, ,510, % 611,510, % 2 118,580, % 118,580, % 730,090, % 730,090, % ,832, % 27,832, % 2 406,560, % 406,560, % 434,392, % 434,392, % 3 1,164,483, % 1,164,483, % 1,531,064, ,531,064, ,030, ,030, ,444, ,444, ,736, ,736, ,196, ,196, ,564,473, ,564,473, [ ] 94,607, , ,334, ,448, , ,175, ,916, ,916,

50 132,972, , ,427, [ ] 53,720, ,443, ,277, ,870,615, ,981,506, ,713,516, ,637,842, ,098, ,663, ,803, ,523, ,756, ,037, ,047, ,485, , , , , ,861, ,029, ,273, ,692, ,588, ,336, ,990,524, ,383,337, ,826,546, ,018,572, ,978, ,764, ,257, ,737, ,387, ,737, ,967,267, ,348,599, ,805,158, ,983,834, ,978, ,764, ,748, ,990,281, ,383,058, ,826,546, ,018,572, ,734, ,486, , , , , ,990,524, ,383,337, ,826,546, ,018,572, ,978, ,764, ,257, ,737, ,257, ,737, ,967,267, ,348,599, ,803,288, ,983,834, ,978, ,764,

51 3%-7% 254, ,920, % 3,195, ,504, % 1,384, ,119, , , ,855, ,608, ,471, ,471, , , , ,181, ,170, , ,895, ,318, , ,128, ,387, ,741, ,787, ,345, ,558, , , , ,789, ,604, ,184, ,203, ,500, ,702, ,741, ,539, ,797, ,500, ,109, ,321, ,554, ,752, , , , , , , ,516, ,327, ,188,

52 288, , ,158, ,333, , , ,158, ,333, , , ,269, ,593, , , ,269, ,593, ,926, % , , , , ,255, , ,271, , ,987, , ,237,

53 , , ,248, ,750, ,570, , , ,431, ,750, ,562, ,673, ,533, ,158, ,832, ,080, ,089, ,123, , ,285, ,547, ,562, ,014, % 5.00% 6,455, ,852, % 5.00% 6,242,

54 1 2 72,040, % 20.00% 15,460, ,713, % 20.00% 15,339, ,091, % 50.00% 13,345, ,074, % 50.00% 12,445, ,333, % % 19,257, ,862, % % 33,862, ,479, % ,518, ,503, % ,890, ,040, , 40 4,128, ,054, ,065, ,065, ,102, ,102, ,600, ,600, ,290, ,290, ,538, ,538, , , ,242, ,979, , ,839, ,041, ,689,

55 1 26,862, % ,080, % , % , % ,810, % ,627, % ,079, % ,554, ,813, % ,554, ,375, % ,554, ,384, % ,554, ,114, ,400, , , ,344, ,330, ,257, , ,934, ,000, % 4 313,111, ,344, ,520, ,600, ,

56 1,032,165, ,290, ,011,456, ,290, ,000, ,000, ,033,165, ,290, ,012,456, ,290, ,720 <1 824, , ,000 <1 2,400, ,400, ,443,226 <1 1,360, ,360, ,443,484 <1 3,956, ,956, ,497,600 <1 3,992, ,992, ,000 <1 690, , ,452,000 <1 6,002, ,002, ,400 <1 636, , ST 475,200 <1 1,789, ,789, ,000 <1 2,095, ,095, ,000 <1 900, , ,000 <1 920, , ST 547,515 <1 2,276, ,276, ,980 <1 375, , ,760,000 <1 1,250, ,250, ,680,000 <1 5,300, ,300, ,354 <1 3,033, ,033, ,217 <1 360, , ,176 <1 1,130, ,130, ,000 <1 560, , ,583,335 <1 10,200, ,200, ,346, ,705, ,705, ,640, ,440, ,440, ,440,

57 1,452, ,637, ,637, ,500 <1 62, , , , , ,926,326 67,138, ,138, ,440, A % 119,515, ,515, % 10,000, ,000, ,400, ,400, , , , , , , % 2,000, ,000, , , % 1,500, ,500, % 62,982, ,992, ,975, % 1,703, , ,307, ,551, ,596, ,147, B % 28,000, ,000, ,000, % 28,800, ,800, ,800, % 91,027, ,523, ,523, ,170, ,380, ,551, % 43,816, ,816, ,816, % 7,974, ,000, , ,975, % 105,139, , , , ,060, ,252, ,313, % 52,777, ,777, ,777, % ,622, ,833, , ,000, ,378, ,622,

58 % 2,843, ,272, ,500, , ,500, ,616, ,116, ,380, ,001, ,260, ,340, , ,531, ,847, ,378, C % 8,799, , , ,800, , ,191, % 10,331, ,763, ,763, ,962, ,393, ,568, % 7,995, , , ,000, ,768, ,231, % 9,345, , , , ,504, ,068, ,435, % 12,551, ,010, ,010, ,200, ,361, ,561, % 15,216, ,764, ,764, ,869, ,416, ,452, % 11,814, , , ,648, ,563, ,084, % 1,005, , , ,000, , , % 1,006, ,000, , ,006, % 2,268, , , , , ,179, , ,306, % 154,000, ,160, ,160, ,160, % 83,712, ,712, ,712, % 66,338, ,482, ,482, ,338, ,482, ,820, ,386, ,114, ,800, ,483, , ,214, ,287, ,501, D 1,510, , , , , , ,700, , ,760, , , , , , , ,586, , ,255,

59 1,000, ,000, ,000, , , ,400, ,400, , , , , , , ,000, ,000, ,440, ,440, ,290, ,290, ,709, ,816,865, ,706,070, ,670,740, ,390,074, , , ,778, ,523, , , ,778, ,523,

60 , , ,982, ,658, , , ,982, ,658, * 1171 * 406, ,510, , , , , , , , , , , , , , , ,

61 % % % % 61, , , , , , , , , , , ,

62 , , , , , , , , , ,

63 , , , , , , , , , , ,

64 USD , , , USD , RMB 2, , RMB 4, , RMB 5, , USD , RMB 10, , RMB 1, , , , , , ,340 1, ,

65 510 2 [2003]119,, 93, , , [2003]120 5,937 1, , , ,

66 --- -4, OO

67 Shanghai Chlor-Alkali Chemical Co., Ltd Interim Report August 27, 2005

68 Contents 1. Important Notice 2 2. Brief Introduction to the Company 3 3. Change of the Share Capital and Information of the Shareholders 6 4. Information of Directors, Supervisors and Senior Executives 8 5. Discussion and Analysis by the Management 9 6. Important Events Financial Report Documents for Reference

69 1. Important Notice The Board of Directors of the Company and all its members declare: The Board of Directors of the Company and all its members ensure that the information contained in this Report does not have any false statement, serious misrepresentation or significant omission and will take the joint and several responsibilities for the truth, accuracy and completeness of the contents of the Report. Rong Guangdao, independent director, had asked for leave and did not attend the Board meeting. All the rest Directors make no declaration that they cannot ensure for or have objection on the truth, accuracy and completeness of the contents of the Report. Mr. Wangqiang, Chairman of the Board, Mr. Li Jun, General Manager and being in charge of the accounting work, Mr. Chang Qing, the Controller, and Ms. Li Ning, the manager of finance department, declare to guarantee the truth and completeness of the financial report in this Interim Report. The Company's interim financial report has not been unaudited

70 2. A Brief Introduction to the Company 1. Legal Chinese Name of the Company: Legal English name of the Company: Shanghai Chlor-Alkali Chemical Co., Ltd. Abbreviation: SCAC 2. Stock exchange for listing of the Company's shares: Shanghai Stock Exchange Stock name: Chlorine Alkali Chemical Chlorine Alkali B share Stock code: (A share) (B share) 3. Registered address and business address of the Company: No.4747 Longwu Road, Shanghai Zip code: Tel.: Website: 4. Legal representative of the Company: Wang Qiang 5. Secretary of the Board of Directors: Xu Peiwen Securities representative of the Board of Directors: Shen Qinyi Contact add.: 4747 Longwu Rd., Shanghai Tel.: Fax: Zip code: shxpw@21cn.com shqy0227@126.com 6. Newspapers for information disclosure selected by the Company Shanghai Securities News, China Securities News and Hong Kong Commercial Daily Website appointed by the China Securities Regulatory Committee for publishing interim report: Place for storing interim reports Urban area office of the office of the Board secretary Contact add.: 17/F 1271 Pudong Nan Rd., Shanghai Tel.: Fax: Zip code: Other relevant information: Date of first registration: July 4, 1992 Date of alteration registration: - 3 -

71 Sep. 11, 2000, change the registered capital because of offering bonus share. Alter the legal representative, general manager, etc. on Jan. 11, 2001 The legal representative was changed on July 27,2005 The Company's address for the first registration: 4747 Longwu Rd., Shanghai Registration no. of business license: Qiguhuzongzi No Tax registration no.: Domestic accounting firm for audit engaged by the Company: Shanghai Lixin Changjiang Certified Public Accountants Business address: Floor 4, 61 Nanjing Dong Rd., Shanghai Overseas accounting firm for audit engaged by the Company: Horwath Hong Kong CPA Limited Business address: 20/F Central Plaza 18 Harbour Wanchai, Hong Kong - 4 -

72 8. Financial highlights: 1) Details of main financial data and indexes of the Company in the report period Unit: RMB Currency: Renminbi Increase or decrease of end of the End of the report report period Item End of last year period than the beginning of the year (%) Current assets 1,518,958, ,750,671, Current liabilities 1,587,183, ,724,411, Total assets 5,031,821, ,181,043, Shareholders' equity (minority equity excluded) 2,874,661, ,919,459, Net assets per share Net assets per share after adjustment Report period (January to June) Same period of last year Increase or decrease (%). Net profit -40,443, ,240, Net profit after non recurrent gain and loss -40,438, ,196, Earnings per share Earning rate of net assets fully diluted (%) Earning rate of net assets weighted average (%) Net balance of cash flow from operating activities ,724, ,054, ) Items of non-recurrent profit and loss Unit: RMB Currency: Renminbi Items of non-recurrent profit and loss Amount Profit and loss from disposal of long-term equity investment, fixed assets, construction -7, in progress, intangible assets and other long-term assets Non-business revenue and expenditure 2, Total -4,

73 3) Earning rate of net assets and earnings per share calculated according to the No.9 Editing Rule for Information Disclosure of Publicly Listed Companies issued by China Securities Regulatory Committee Unit: RMB Currency: Renminbi Profit in the report period Earning rate of net assets (%) Earnings per share Fully Weighted Fully Weighted diluted average diluted average Main operation profit Business profit Net profit Net profit after non recurrent profit and loss

74 3. Changes in share capital and shareholding of principal shareholders 1. There was no change in the Company's structure of share capital during the report period. 2. Information of shareholders 1) At the end of the report period, there are totally 83,143 shareholders, including 20,022 holders of A share and holders of B share. 2) There is one shareholder with shares accounting for more than 5%, Shanghai Huayi (Group) Co., Ltd.; the shares are state-owned and were not pledged or frozen or changed during the report period. 3) Top 10 shareholders of the Company at the end of the report period: Unit: Share Kind of Number Increase Number of share of shares or shares held (tradable pledged decrease at the end Ratio No. Name of shareholder (in full) or or frozen in the of the (%) untradable) report report period period Nature of shareholder (state-owned shareholder or foreign capital shareholder) Shanghai Huayi (Group) Company 611,510, Untradable None State-owned shareholder Ningbo Jin Gang Trust Investment 6,050, Untradable None Legal person Co., LTD shareholder Shanghai Chlor-Alkali Chemical 5,685, Untradable None Legal person Multi-Purpose Company shareholder Shen & Wanguo Securities Co., Ltd. 5,057, Untradable Unknown Legal person shareholder Shanghai Tianyuan (Group) Co., Ltd. 4,713, Untradable None Legal person shareholder DEBORAH WANG LIN 3,523, Tradable Unknown Foreign capital shareholder DAIWA SECURITIES SMBC HONG KONG LTD - CLIENTS ACCOUNT Shanghai Chlor-Alkali Chemical Real Estate Development Company Shanghai Management Center of Public Reserve Fund China Merchants Development Co., Ltd. 3,140, Tradable Unknown Foreign capital shareholder 3,049, Untradable None Legal person shareholder 3,049, Untradable Unknown Legal person shareholder 2,970, Tradable Unknown Foreign capital shareholder Remark on associative relations between the top 10 shareholders or their concerted actions: The Company has associative relations with No.1, No.5 and No.8, among which, No.8 is the participating subsidiary of the Company, Shanghai Huayi (Group) Company is the authorized sales unit of state-owned shares and Shanghai Tianyuan (Group) Co., - 7 -

75 Ltd. is authorized management unit of state-owned shares. It is unknown that whether there is associative relation among the holders of legal person share and tradable share or not. 4) Top 10 shareholders of tradable shares of the Company at the end of the report period Unit: Share Number of No. Name of shareholder (in full) tradable Kinds (A, B, H share shares held at or other) the end of the report period 1 DEBORAH WANG LIN 3,523,000 B share DAIWA SECURITIES SMBC HONG KONG 2 LTD - CLIENTS ACCOUNT 3,140,500 B share 3 China Merchants Development Co., Ltd. 2,970,000 B share 4 NAITO SECURITIES CO., LTD. 2,554,304 B share 5 ZHANGYAN 2,387,762 B share 6 MEESPIERSON ASIA LTDASIA LTD. 2,321,241 B share 7 Wang Minglong 1,528,800 B share 8 Yu Yusheng 1,359,300 B share 9 TOYO SECURITIES ASIA LTD. A/C CLIENT 1,205,270 B share Shanghai International Trust & Investment 10 Company 1,165,472 B share Remark on associative relations between the top 10 holders of tradable share or their concerted actions: It is unknown to the Company whether there is associative relations or concerted actions among the top 10 holders of tradable share or not. Remark on associative relations or concerted actions between the top 10 holders of tradable share and the top 10 shareholders: It is unknown to the Company whether there is associative relations or concerted actions specified in Management Method for Information Disclosure for Change of Shares Held by the Shareholders of Listed Companies between the top 10 holders of tradable share and the top 10 shareholders. 5) During the report period the Company did not change its controlling shareholder and actual controller

76 4. Information of Directors, Supervisors and Senior Executives 1. There is no change in shares of the Company held by Directors, Supervisors, and senior executives of the Company during the report period. 2. Engagement and dismissal of Directors, Supervisors and senior executives of the Company during the report period. 1) On March 7, 2005, the Company convened the 2004 annual general meeting of shareholders and elected Mr. Gu Lili as member of the Company's 5th Supervisory Committee. 2) On March 16, 2005, the company convened the 7th meeting of the 5th Supervisory Committee and elected Mr. Gu Lili as vice chief supervisor of the the Company's 5th Supervisory Committee. 3) On April 28, 2005, Zhoubo, former Chairman of the Board of the Company, went to work for the municipal government due to shift of work. Based on the "Company Law of the People's Republic of China" and the "Listing Rules of Share" of Shanghai Stock Exchange, he could not assume the post of Director and Chairman of the Board. sp requested to resign from the post of Director and Chairman of the Board of the Company. This matter was announced on April 29, For details, please see the announcement published in the website of Shanghai Stock Exchange and China Securities News, Shanghai Securities News and Hong Kong Commercial Daily. 4) On June 13, 2005, the Company convened the first provisional shareholders' meeting of 2005, which elected Mr. Wang Qiang as the Director of the Company's 5th Board of Directors. 5) On June 13, 2005, the Company convened the 4th meeting of 5th Board of Directors, which elected Mr. Wang Qiang as the Chairman of 5th Board of Directors

77 5. Discussion and Analysis by the Management 1. Discussion and analysis on the Company's overall operation status during the report period During the report period the Company realized main business income of RMB 1,967,000,000, decreased by RMB 381,000,000 or 16.24% than the same period of last year; realized net profit of RMB 40,440,000, decreased by RMB 115,680,000 or % than the same period of last year. The Company has got operational loss. The main reason causing such loss is market factor and price increasing of raw material and energy. 1) The overdevelopment of PVC industry, causes the change of market structure. In the first half year of 2005, the expand speed of production capacity of PVC devices in China, was much higher than the increasing speed of demand; especially, the calcium carbide process PVC has expanded exceptionally, not only meeting the market demand, but also making the market price fall by nearly 30%, 2) The fluctuation of the price of main material ethylene and ethylene dichloride, and the increasing of raw material, such as electricity, industrial salt, make the Company's main business cost further increasing. In the first half year of 2005 due to increasing of the price of industrial salt, the Company's main business cost increased by RMB 50,000,000. 3) In April 2005 the Company arranged to stop production and make overhaul on the equipment, so in this month it got loss of RMB 34,000,000. 4) Strived to expand export volume of sodium hydroxide to reduce the loss. Under the severe loss of PVC products, the Company strived to catch the market for its another leading product sodium hydroxide, expanding the export volume of sodium hydroxide in great efforts. The export volume of sodium hydroxide in the first half year of 2005 increased by 34.66% than the same period of 2004, and this also helps to stabilize the domestic market for sodium hydroxide. During the report period the gross profit rate of sodium hydroxide reached 35.64%, increasing by 44.5% than the same period of 2004 and reducing the amount of loss. 2. The Company's operation status during the during the report period 1) Range of the Company's main business The Company belongs to the industry for basic chemical raw materials, mainly engages with PVC, sodium hydroxide, chlorine series and other basic chemical raw materials and processed products. 2) The Company's production operating status

78 (1) Change of main business income, main business profit, net profit, cash and cash equivalents: Unit: RMB'0000 Item Jan.-June 2005 Jan.-June 2004 Ratio of increase or decrease ( ) Main business income 196, , Main business profit 15, , Net profit , Net increase of cash and cash equivalents -19, , Notes: a. Reason for decrease of main business income: In the first half year the Company made a overhaul for its production equipment and the sales price for its leading product PVC decreased. b. Reason for decrease of main business profit and net profit: Overhaul of production equipment, decreasing of leading product PVC's price and the increasing of main raw material ethylene and main energy, have caused the decreasing of the Company's profit. c. The reason for decreasing of net increase of cash and cash equivalents: Consolidation range has been changed, profitability of leading products has decreased, loan for the project of 70,000 tons specific resin has been refunded. (2) Change of total assets and shareholders' equity Unit: RMB'0000 Currency: Renminbi Ratio of increase Item June 30, 2005 June 30, 2004 or decrease ( ) Total assets 503, , Shareholders' equity 287, , ) Business or products accounting for 10% or above of the Company's main business income or main business profit during the report period (1) Products accounting for 10% or above of the main business income in the report period Unit: RMB Currency: Renminbi Increase Increase Increase or or or Gross decrease decrease decrease Main business Main business profit Item of main of main of gross income cost rate business business profit (%) income cost than rate than than the the same the same

79 same period of last year (%) period of last year (%) period of last year (%) PVC 1,173,223, ,225,010, Sodium hydroxide Chlorine products Granular material and other Incl.: Associative transactions 340,166, ,944, ,760, ,761, ,373, ,829, ,257, ,387, Total 1,990,524, ,826,546, Pricing principle of associative Make market price as pricing principle of associative transactions transaction Remark on necessity and The transactions between the Company and its associative parties, are the supplement sustainability and requirements for the Company's daily production and operation, they are of associative transactions sustainable. Including: During the report period the total amount of the associative transactions for the listed company selling its products to its controlling shareholder and subsidiaries was RMB 157,703,000. (2) Products accounting for 20% or above of the main business profit in the report period Unit: RMB Currency: Renminbi Item Main business profit Ratio PVC -54,521, % Sodium hydroxide 120,349, % Chlorine products 78,285, % 4) The significant change of profit structure, main business, main business profitability during the report period Date Main business profit Unit: RMB'0000 Currency: Renminbi Ratio in main business Gross profit rate (%) profit (%)