Transcription

1 2004

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3 Shanghai Lujiazui Finance & Trade Zone Development Co., Ltd. SLDC rfzhang@ljz.com.cn rfzhang@ljz.com.cn A A A B B B B : : 3

4 ,816, ,152, ,452, ,137, ,471, ,736, ,531, ,266, ,345, ,496, ,730, : : 536, ,015 5,594,094 6,022, ,737 1,927 /-3,035 2,497 3,035-11,195-11,195-16, , ,048-19,528-7,296 23,193 17,293-1,514 2,076 19,369 1,055 3,106-2,238-2,190 32,720 3,871-32, , ,986 5,443,678 5,920,205 : : 1,044, ,053, ,645, , ,738, ,700, : : 4

5 (%) 2,103,570, ,271,274, ,265,515, ,153,476, ,153,476, ,816, ,408, ,594, ,898, ,898, ,152, ,015, ,015, ,236, ,236, ,452, ,259, ,354, ,042, ,042, (%) 9,607,809, ,889,468, ,836,310, ,775,702, ,816,637, ,022,860, ,594,094, ,594,094, ,029,986, ,029,986, ,496, ,265,836, ,474,534, ,752,270, ,829,965, % % 5 (%)

6 2004 % % (%) : : % : : 186, , , , , , , , , , , , , , , , , , , ,

7 : 1 1,179,920,000 1,179,920,000 1,121,120,000 1,121,120,000 58,800,000 58,800, ,640,000 17,640, ,197,560,000 1,197,560, ,524, ,524, ,600, ,600, ,124, ,124,000 1,867,684, ,684,000 2 (1) (2) (3) 1 172,044 A 108,523 B 63,521 7

8 ( ) (%) ( ) ( ) : 0 1,121,120, ,800, TOYO SECURITIES ASIA LTD. A/C CLIENT 4,266,421 15,511, NAITO SECURITIES CO., LTD. 4,745,642 14,661, ( ) 0 8,820, ,820, ( )-335,172 8,686, THE NOMURA SECURITIES CO. LTD. 337,920 5,850, AIZAWA SECURITIES CO.,LTD. 4,818,040 5,564, WANG SHANG KEE &/OR CHIN WAN LAN 50,000 4,095, ( ). 3 1 ( ) ( )

9 % 4 5 ABH TOYO SECURITIES ASIA LTD. A/C CLIENT 15,511,484 B NAITO SECURITIES CO., LTD. 14,661,700 B ( ) 8,686,369 B THE NOMURA SECURITIES CO. LTD. 5,850,433 B AIZAWA SECURITIES CO.,LTD. 5,564,140 B WANG SHANG KEE &/OR CHIN WAN LAN 4,095,591 B HSBC JAMES CAPEL ASIA LTD 3,401,060 B SCBHK A/C BBH BOS S/A JP TSTEE SER 3,189,919 B 2,343,190 B UOB KAY HIAN(HONG KONG)LIMETED 2,242,852 B B 1 : ,000 3, ,000 2, ,000 2, ,262 19,

10 ,000 2, ,000 1, ,842 12, (1) (2) (3) (4) 2000 (5) (6) 2000 (7) 2000 (8) 1998 (9) 2000 (10) 2000 (11) 2000 (12) (13) (14) (15) (16) (17)

11 : :

12 ) 2) 12

13 2004 3) 4) 5) 1) ,220,144,577, % B 22,413, B 6.5 (2)

14 (1) (2) : : (%) (%) 154, , , , : 7, , , / 93, / / / 200, , ,737, (3) 10% :[F1] : (%) 154, , , , (1) : :, 52, , , , , , , , , , ,

15 2004 3, , , , : : 107, , : : 960, , , , , , , , , , , , , ,

16 [F2] ) ) ) ) ) ) ) ) ) :

17 ,152, ,845, ,384, % : : 0 2,010, ,010, ,179, ,179, , , , , , , ,659, ,637, , ,500, ,500, ,900, ,900, ,261, ,161, ,

18 ?

19 [F4] 19 : [F3] : , , , , ) , ) , ) ,

20 2004 4) , () , % 5% ) 20

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22 : : 3,172,617, ,641,348, ,949,080, ,423,412, ,537, ,537, , ,341, ,437, , ,478, ,380, ,611, ,107, ,711, ,379, ,052, ,267, ,166,951, ,767,763, ,868,667, ,032,023, , , ,603,512, ,160,889, ,083,212, ,252,511, ,996, ,617, ,182,921, ,225,099, , , ,094, ,617, ,183,018, ,225,099, ,579, ,411, ,313, ,831, ,996, ,165, ,542, ,637, ,447, ,421, ,168, ,883, ,081, ,744, ,374, ,754, ,366, ,744, ,374, ,754, ,366, ,744, ,374, ,754, ,366, , ,

23 ,316, ,089, ,714, ,895, ,116, ,928, ,714, ,895, ,889,468, ,607,809, ,480,699, ,807,873, ,000, ,000, ,132, ,200, ,312, ,220, ,239,786, ,614,118, ,400,200, ,620, , ,001, ,893, ,851, ,575, ,771, , ,205, , ,522, ,956, ,361, ,684, , , ,684, ,386, ,954, ,863, ,524, ,549, ,092, ,667, , ,000, ,730,542, ,042,380, ,801,978, ,581,514, ,000, ,858, ,858, ,000, ,858, ,858, ,850,542, ,059,239, ,801,978, ,598,372, ,831, ,709, ,867,684, ,867,684, ,867,684, ,867,684, ,867,684, ,867,684, ,867,684, ,867,684, ,410,944, ,435,148, ,421,497, ,448,221, ,254,337, ,448,852, ,059,939, ,244,774,

24 ,364, ,219, ,413, ,024, ,061,128, ,271,175, ,329,600, ,648,820, ,061, ,384, ,061, ,384, ,594,094, ,022,860, ,678,721, ,209,500, ,889,468, ,607,809, ,480,699, ,807,873, : : : 24

25 : : 2,103,570, ,271,274, ,279,010, ,132,536, ,144,137, ,317,036, ,378,626, ,291,366, ,295, ,272, ,627, ,664, ,137, ,966, ,756, ,505, ,471, ,435, ,731, , : 20,210, ,665, ,158, ,231, ,133, ,081, ,382, ,776, ,470, ,393, ,373, ,249, ,736, ,047, ,320, ,642, ,531, ,908, ,690, ,231, ,266, ,369, ,424, ,918, ,936, ,647, ,921, , ,229, , ,816, ,408, ,718, ,051, ,097, ,307, ,602, ,892, ,566, ,085, ( ) - 536,152, ,015, ,116, ,158, ,061,128, ,190, ,329,600, ,573, ,263, ,609,544, ,360,206, ,945,716, ,617,731, ,360, ,118, ,611, ,915, ,064, ,184, ,611, ,915, ,529, ,295,

26 2004 ( ) 1,455,589, ,220,608, ,822,493, ,487,900, ,352, ,096, ,611, ,915, ,061, ,384, ,061, ,384, ( - ) 1,271,175, ,061,128, ,648,820, ,329,600, ( ) 4. ( ) ,229, ,100, ,226, ,100, : : : 26

27 : : 2,548,260, ,461,617, ,266, ,239, ,373, ,187,766, ,799,991, ,519,421, ,307,299, ,243, ,471, ,033, ,068, ,571, ,603, ,556,269, ,261,444, ,496, ,453, ,226, ,124, ,614, ,758, , , , ,796, ,247, ,635, ,557, ,994, ,994, ,280, ,923, ,910, ,475, ,885, ,771, ,000, ,000, ,000, ,297, ,628, ,655, , , ,625, ,957,

28 ,625, ,957, , , ,730, ,667, ,152, ,116, ( - ) 78,566, ,741, ,488, ,746, ,437, , ,025, ,575, , , (: ) 49, , ,374, ,602, ,790, ,011, ,476, ,685, ( ) 666,067, ,653, ( ) -625,958, ,381,441, ,700, ,700, ,496, ,453, ,641,348, ,423,412, ,172,617, ,949,080, ,730, ,667, : : : 28

29 : : 49,973, ,861, ,862, ,574, ,436, ,398, ,444, , ,439, ,439, , ,528, ,860, ,422, ,574, ,996, ,391, ,450, ,800, ,026, ,694, ,721, ,529, ,147, ,321, , , ,306, ,147, ,321, , , ,306, ,961, ,089, ,089, ,871, ,532, ,983, ,978, ,857, ,574, ,410, ,106, : : : 29

30 : : 1,867,684, ,867,684, ,867,684, ,867,684, ,410,944, ,410,173, ,204, , ,011, ,192, , ,435,148, ,410,944, ,973, ,758, ,713, ,214, ,713, ,214, ,360, ,118, ,352, ,096, ,054, ,632, ,973, ,937, ,744,

31 ,364, ,179, ,064, ,184, ,064, ,184, ,209, ,219, ,364, ,061,128, ,190, ,152, ,015, ,263, ,368, ,078, ,271,175, ,061,128, : : : 2004 : : : : : [F5] 1 [F6]

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77 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. (incorporated in the People s Republic of China) ANNOUNCEMENT FOR THE YEAR ENDED 31ST DECEMBER 2004

78 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. AND ITS SUBSIDIARIES (THE "GROUP") (incorporated in the People s Republic of China) ANNOUNCEMENT The directors of Shanghai Lujiazui Finance & Trade Zone Development Co., Ltd. (the "Company") hereby announce the consolidated results of the Group for the year ended 31st December 2004 and the consolidated net asset value at that date which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). 1 Consolidated results Note RMB 000 RMB 000 Turnover (b) 1,789,648 1,990,886 Cost of sales (1,087,251) (1,262,848) Gross profit 702, ,038 Net other operating income (c) 80,478 97,036 Selling expenses (24,493) (15,238) Administrative expenses (153,717) (117,761) Operating profit 604, ,075 Net finance income 145,911 85,819 Gain on disposal of an associate 1,134 - Share of results of associates before taxation 6,548 10,911 Profit before taxation 758, ,805 Taxation Company and subsidiaries (d) (138,187) (116,518) Attributable to associates (598) (1,503) Deferred taxation 17,293 (1,514) (121,492) (119,535) Profit after taxation 636, ,270 Minority interests (48,178) (17,284) Net profit for the year 588, ,986 Earnings per share (e) RMB0.32 RMB Consolidated net asset Consolidated net assets value as at 31st December 5,920,205 5,443,678 Net asset value per share (f) RMB3.17 RMB

79 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. AND ITS SUBSIDIARIES (THE "GROUP") (incorporated in the People s Republic of China) ANNOUNCEMENT Notes:- (a) (b) The above consolidated results were prepared in accordance with IFRS and audited by PricewaterhouseCoopers, Hong Kong. This basis of accounting differs from the one used in the preparation of the statutory financial statements in the People s Republic of China ( PRC ). The Group s PRC statutory accounts are prepared in accordance with the accounting principles and relevant regulations ("PRC accounting regulations") applicable to the companies comprising the Group and were audited by Ernst & Young Da Hua Certified Public Accountants of Shanghai. The major differences between IFRS and PRC accounting regulations and their corresponding impact on the Group s consolidated results and consolidated balance sheet are summarised in note (j). Turnover The Group s turnover for the year can be analysed as follows: RMB 000 RMB 000 Sale of land by instalment 1,337,433 1,284,569 Sale of properties 452, ,317 1,789,648 1,990,886 (c) Net other operating income RMB 000 RMB 000 Rental income on investment properties and land 23,764 12,549 Relocation income, net of sales tax 16,587 45,323 Sales of relocation quarters, net of sales tax - 1,406 Gain on disposal of available-for-sale investments - 3,508 Dividend income 10,666 18,356 Realised/unrealised gains on trading investments 4,735 8,501 Write back of accounts payable 23,193 - Net other income 1,533 7,393 80,478 97,036 (d) (e) PRC income tax of the Group is calculated based on the assessable profits of the companies comprising the Group for the year and the tax rates applicable to the respective companies. The calculation of earnings per share is based on the consolidated profit after taxation and minority interests for the year of RMB588,588,000 (2003: RMB651,986,000) and 1,867,684,000 (2003:1,867,684,000) shares in issue during the year. Earnings per share is not diluted since the Group has no dilutive potential ordinary shares. (f) The calculation of net asset value per share is based on the consolidated net asset value of the Group at 31st December 2004 of RMB5,920,205,000 (2003: RMB5,443,678,000) and number of 1,867,684,000 shares (2003: RMB1,867,684,000 shares) valued at weighted average basis in issued during the year

80 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. AND ITS SUBSIDIARIES (THE "GROUP") (incorporated in the People s Republic of China) ANNOUNCEMENT (g) The board of directors recommend a final dividend of RMB0.6 per 10 shares totalling RMB112,061,000 for the year ended 31st December 2003 which has been effected as an appropriation of retained earnings in the year ended 31st December The board of directors recommend a final dividend of RMB0.5 per 10 shares totaling RMB93,384,000 for the year ended 31st December 2004 which will be reflected as an appropriation of retained earnings in the year ending 31st December (h) Contingent liabilities As at 31st December 2004, the Group has granted guarantees to various banks regarding facilities utilised by the following parties: RMB 000 RMB 000 Shanghai Zhang Jiang Group Company Limited ( Zhang Jiang Group Co ) - 107,500 (i) Commitments Capital commitments Capital expenditure contracted for at the balance sheet date but not recognised in the financial statements is as follows: RMB 000 RMB 000 Land use right 906,600 - Operating lease commitments The future minimum lease payments receivable under non-cancellable operating leases are as follows: RMB 000 RMB 000 Not later than 1 year 74,045 33,000 Later than 1 year and not later than 5 years 96,635 94,000 Later than 5 years 5,324 - Total 176, ,

81 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. AND ITS SUBSIDIARIES (THE "GROUP") (incorporated in the People s Republic of China) ANNOUNCEMENT (j) The impact of International Financial Reporting Standard (IFRS) on the PRC statutory financial statements are as follows:- Consolidated profit after taxation and minority interest but Consolidated before appropriation net assets RMB 000 RMB 000 RMB 000 RMB 000 In accordance with PRC statutory accounts 536, ,015 6,022,861 5,594,094 Timing difference of amortisation of pre-operating expenses (737) Exchange difference arising from the translation of income statement and foreign currency denominated assets and liabilities - 1, Elimination of unrealised profit on transactions between the Company and an associated company - 1, Realised/unrealised gains on trading investments (3,035) 2,497-3,035 Unrealised gain on sales of a land - - (11,195) (11,195) Reversal of assets revaluation gain of a subsidiary - (16,357) (109,048) (109,048) Recognition of provision for staff welfare and bonus fund as an expense (19,528) (7,296) - - Recognition of waiver of accounts payable as an income 23, Recognition of deferred tax assets 17,293 (1,514) 19,369 2,076 Others 1,055 3,106 (2,190) (2,238) Effect on minority interests as a result of the above adjustments 32,720 3, (32,309) As restated after IFRS adjustments 588, ,986 5,920,205 5,443,

82 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. (incorporated in the People s Republic of China) INDEPENDENT INTERNATIONAL AUDITORS REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2004

83 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. Contents Pages Independent International auditors report 1 Consolidated income statement 2 Consolidated balance sheet 3-4 Consolidated statement of changes in shareholders equity 5 Consolidated cash flow statement 6 Notes to the consolidated financial statements 7-34 Supplementary financial information 35

84 INDEPENDENT INTERNATIONAL AUDITORS REPORT TO THE SHAREHOLDERS OF SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. (incorporated in the People s Republic of China with limited liability) We have audited the accompanying consolidated balance sheet of Shanghai Lujiazui Finance & Trade Zone Development Co., Ltd. (the Company ) and its subsidiaries (collectively referred to as the Group ) as of 31st December 2004 and the related consolidated income statement, consolidated statement of changes in shareholders equity and consolidated cash flow statement for the year then ended. These consolidated financial statements set out on pages 2 to 34 are the responsibility of the Company s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the accompanying consolidated financial statements give a true and fair view of the financial position of the Group as of 31st December 2004 and of the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards. PricewaterhouseCoopers Certified Public Accountants Hong Kong, 11th March

85 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 2004 Notes RMB 000 RMB 000 Turnover 4 1,789,648 1,990,886 Cost of sales 6 (1,087,251) (1,262,848) Gross profit 702, ,038 Net other operating income 5 80,478 97,036 Selling expenses (24,493) (15,238) Administrative expenses (153,717) (117,761) Operating profit 6 604, ,075 Net finance income 7 145,911 85,819 Gain on disposal of an associate 1,134 - Share of results of associates before taxation 15 6,548 10,911 Profit before taxation 758, ,805 Taxation 8 (121,492) (119,535) Profit after taxation 636, ,270 Minority interests 28 (48,178) (17,284) Net profit for the year 588, ,986 Earnings per share 10 RMB0.32 RMB

86 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED BALANCE SHEET AS AT 31ST DECEMBER 2004 Assets Non-current assets Notes RMB 000 RMB 000 Goodwill 11 6,631 8,211 Investment property , ,653 Fixed assets , ,865 Land use rights 14 37,290 39,958 Investments in associates 15 80,586 92,064 Available-for-sale investments , ,425 Deferred tax asset 17 19,369 2,076 1,295,038 1,209, Current assets Properties under development 18 2,175,507 2,205,243 Properties held for sale 19 1,640,729 1,894,418 Trading investments 20-6,573 Receivable and prepayments , ,687 Loans receivable - 41,609 Advance to sub-contractors 8,785 68,380 Amount due from an associate 22 5,512 1,576 Amounts due from fellow subsidiaries - 20,296 Amount due from a related company Cash and bank balances 3,753,102 3,381,603 8,263,003 7,731, Total assets 9,558,041 8,941,

87 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31ST DECEMBER 2004 Capital and reserves Notes RMB 000 RMB 000 Share capital 26 1,867,684 1,867,684 Share premium 1,304,360 1,304,360 Reserve funds 27 1,229,109 1,044,274 Retained profits 1,425,668 1,115,299 Proposed dividends 93, ,061 5,920,205 5,443, Minority interests , ,171 Non-current liabilities Borrowings , , Current liabilities Deposits received from customers 1,614,119 1,240,565 Accounts payable 33(b) 221, ,847 Other payables and accruals 955, ,894 Amounts due to an associate 22 1,644 - Amount due to ultimate holding company - 117,558 Provision for staff bonus and welfare fund 23 31,802 16,319 Provision for taxation 29,233 72,072 Borrowings , ,000 3,083,776 2,778, Total liabilities 3,083,776 2,991, Total equity and liabilities 9,558,041 8,941,104 On behalf of the Board. Director Director - 4 -

88 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FOR THE YEAR ENDED 31ST DECEMBER 2004 Share Share Reserve Retained Notes capital premium funds profits Total RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 At 1st January ,867,684 1,304, , ,505 4,885,076 Profit for the year , ,986 Dividends (93,384) (93,384) Transfer from retained profits to reserve funds ,747 (194,747) - Balance at 31st December ,867,684 1,304,360 1,044,274 1,227,360 5,443,678 At 1st January ,867,684 1,304,360 1,044,274 1,227,360 5,443,678 Profit for the year , ,588 Dividends (112,061) (112,061) Transfer from retained profits to reserve funds ,835 (184,835) - Balance at 31st December ,867,684 1,304,360 1,229,109 1,519,052 5,920,

89 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 2004 Notes RMB 000 RMB 000 Cash flows from operating activities Cash generated from operations 32(a) 894,254 1,604,541 Interest paid (17,283) (18,678) Tax paid (181,026) (121,080) Net cash from operating activities 695,945 1,464, Cash flows from investing activities Acquisition of a subsidiary - 7,692 Establishment of a subsidiary Purchase of fixed assets and investment property (13,116) (73,687) Investments in associates (2,500) (74,000) Purchase of available-for-sale investments - (210) Proceeds from disposal of fixed assets ,794 Proceeds from disposal of associates - 46,500 Proceeds from disposal of available-for-sale investments 25,000 7,024 Bank interest received 37,781 29,860 Dividends received 16,769 20,457 Net cash from/(used in) investing activities 64,585 (13,370) Cash flows from financing activities 32(c) Proceeds from borrowings 130, ,000 Repayment of borrowings (195,000) (175,000) Loans from a minority shareholder of a subsidiary - 93,000 Repayment of loans from a minority shareholder of a subsidiary (93,000) - Advance from ultimate holding company - 57,980 Repayment of advance from ultimate holding company (117,558) - Dividend paid (113,384) (92,061) Dividends distributed to minority shareholders 28 (89) (11,550) Net cash (used in)/from financing activities (389,031) 167, Increase in cash and cash equivalents 371,499 1,618,782 Cash and cash equivalents at beginning of year 3,381,603 1,762,821 Cash and cash equivalents at end of year 32(b) 3,753,102 3,381,

90 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER Basis of preparation These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ). This basis of accounting differs from that used in the preparation of the statutory financial statements in the People s Republic of China ( PRC ). The statutory financial statements of the Group were prepared in accordance with the PRC accounting regulations. Appropriate adjustments have been made to these consolidated financial statements to conform with IFRS. Differences arising from these adjustments are not incorporated in the accounting records of the companies comprising the Group. In addition, these consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of trading investments and available-for-sale investments. The Group adopted IFRS 3 in 2004, the financial effect of the adoption was disclosed in Note 2(b). 2 Principal accounting policies (a) Basis of consolidation Subsidiaries which are those entities in which the Group has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies are consolidated. Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Minority interests represent the interests of outside shareholders in the operating results and net assets of subsidiaries. (b) Goodwill Goodwill on acquisition of subsidiaries represents the excess of the acquisition cost over the fair value of the Group s share of the net assets of the acquired subsidiaries at the date of acquisition. Goodwill on acquisition is recognised as an intangible asset and is previously amortised by equal annual instalments over its beneficial period of 10 years. The Group discontinued amortising such goodwill on 31st March 2004 by adoption of IFRS 3, and eliminated the carrying amount of the related accumulated amortisation with a corresponding decrease in goodwill. Goodwill is then tested annually for impairment and carried at cost less accumulated impairment losses. (c) Properties under development Properties under development comprise land use rights and relevant construction expenditure on land resumption, development, infrastructural work and interest capitalised. Properties under development are not depreciated and stated at costs less any foreseeable losses. On completion, properties are transferred to investment properties or properties held for sale and are accounted for as set out in Note 2(d) and 2(j) respectively

91 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER Principal accounting policies (Continued) (d) Investments properties Investment properties are interests in buildings in respect of which construction work and development have been completed, and which are held for their long term investment purpose. Any rental income is negotiated at arm s length. Land use rights in respect of investment properties are accounted for as separate assets at cost less amortisation. The building component of investment properties are stated at cost after deducting accumulated depreciation and impairment losses. Depreciation of investment properties is calculated to write off their cost less impairment losses over 30 years on a straight line basis. (e) Fixed assets Fixed assets are stated at cost less accumulated depreciation and impairment losses. Depreciation of fixed assets is calculated to write off their costs less impairment losses on the straight line basis over their expected useful lives to the Group, taking into account the estimated residual value of the assets. The expected useful lives of the Group s other fixed assets are as follows: Number of years Buildings 30 Furniture, fixtures and office equipment 5 to 8 Motor vehicles 6 Where the carrying amount of a fixed asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. The gain or loss on disposal of a fixed asset is the difference between the net sales proceeds and the carrying amount of the relevant asset, and is recognised in the consolidated income statement. (f) Land use rights Land use rights granted with consideration are stated at acquisition cost and recognised initially under properties under development. Upon completion of the development/construction of the properties, land use rights are reclassified and accounted for in accordance with the intended use of the properties. Regarding investment properties, the corresponding land use rights are separately stated as assets in the balance sheet and are amortised over its remaining terms in accordance with note 2(d). Regarding properties held for sale, the corresponding land use rights are included as part of the properties and accounted for in accordance with Note 2(j)

92 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER Principal accounting policies (Continued) (g) Associates Investments in associates are accounted for by the equity method of accounting. These are companies over which the Group generally has between 20% and 50% of the voting rights, or over which the Group has significant influence, but which it does not control. Unrealised gains on transaction between the Group and its associates are eliminated to the extent of the Group s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Equity accounting involves recognising in the consolidated income statement the Group s share of the associates profits or losses for the year. The Group s interest is carried in the consolidated balance sheet at an amount that reflects its share of the net assets of the associates together with goodwill (net of accumulated impairment losses as set out in Note 2(b)). The gain or loss on the disposal of an associate represents the difference between the proceeds of the sale and the Group s share of its net assets together with any goodwill at the date of disposal. (h) Investment securities (i) Available-for-sale investments The Group s interest in companies other than subsidiaries and associates for long term purpose are shown as available-for-sale investments, which are initially recorded at cost of purchase and subsequently carried at fair value. Unrealised gain and losses arising from changes in the fair value of available-for-sale investments are recognised in equity. Available-for-sale investments for which fair value can not be measured reliably are recognised at cost less impairment. Dividend income arising from these investments is recognised when the amount is receivable. When available-for-sale investments are sold or impaired, the accumulated fair value adjustments are included in the consolidated income statements as gains and losses from investments. (ii) Trading investments Trading investments are carried at fair value. At each balance sheet date, the net unrealised gains or losses arising from the changes in fair value of the investments are recognised in the consolidated income statement. Profits or losses on disposal of the trading investments, representing the difference between the net sales proceeds and the carrying amounts at the date of disposal, are recognised in the consolidated income statement as they arise. (i) Deferred income tax Deferred income tax is provided, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Current enacted tax rates are used to determine deferred income tax

93 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER Principal accounting policies (Continued) (j) Properties held for sale Properties held for sale comprise of completed land and properties remaining unsold at year end and are stated at the lower of cost and net realisable value. (k) Accounts receivable and loans receivable Accounts receivable and loans receivable are carried at anticipated realisable value. An estimate is made for doubtful receivables based on a review of all outstanding amounts at the year end. Bad debts are written off during the year in which they are identified. Provision is made against accounts receivable to the extent that they are considered to be doubtful. Accounts receivable in the consolidated balance sheet are stated net of such provision. (l) Cash and cash equivalents For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise cash in hand and deposits at banks, net of short term bank loans with maturity of three months or less from the date of borrowing. (m) Revenue recognition Revenue from sale of developed land is recognised when the relevant land sale agreement is completed and the transfer of possession of land has been acknowledged by the customer in writing. Revenue from sale of developed properties is recognised either when the sales agreement has been completed and the relevant title has been transferred or when the relevant building has been examined and approved for occupation by the relevant authorities, whichever is the later. In respect of sale of land/properties by instalments, revenue is recognised to the extent of instalment received or receivable as set out in the payment schedule of the sales agreement and is determined as the fair value calculated by discounting the corresponding instalment at the implicit rate of interest. The corresponding interest element is recognised as revenue on a time proportion basis. Cost of land/property sold by instalments is recognised with reference to the percentage of revenue recognised to total fair value of the relevant asset. Deposits and instalments received from customers on land and properties prior to the recognition of revenue are regarded as current liabilities. Proceeds receivable from customers after sales recognition are regarded as current assets. Interest income is recognised on a time proportion basis, taking into account the principals outstanding and interest rates applicable. Rental income is recognised on a straight-line basis. Relocation income and management fee income are recognised when services are rendered

94 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER Principal accounting policies (Continued) (n) Interest capitalisation Interest incurred relating to the financing of the Group s construction in progress of properties under development is capitalised until the assets are completed for sale or their intended use. Interest on other borrowings is charged to consolidated income statement as incurred. (o) Retirement scheme obligations The Group participates in the defined contribution retirement schemes organised by the municipal governments where the Group operates. The plan is funded by payments from employees and by the relevant group companies at a particular rate of the total salaries, subject to a certain ceiling. The Group s contributions to the defined contribution retirement scheme are charged to the consolidated income statement as and when incurred. (p) Foreign currencies The Group maintains its books and records in Renminbi. Foreign currency transactions during the year are translated into Renminbi at the applicable rates of exchange at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are incorporated into the accounts by translating foreign currencies into Renminbi at the applicable exchange rates prevailing at the balance sheet date. Exchange differences arising are dealt with in the operating results. (q) Contingent liabilities A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recongised because it is not probable that outflow of economic resources will be required or the amount of obligation cannot be measured reliably. A contingent liability is not recognised but is disclosed in the notes to the consolidated financial statements. When a change in the probability of an outflow occurs so that outflow is probable, it will then be recognised as a provision. (r) Leases Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Assets leased out under operating leases are included in property, plant and equipment in the consolidated balance sheet. They are depreciated over their expected useful lives on a basis consistent with similar owned property, plant and equipment. Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the lease term

95 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER Financial risk management (i) Financial risk factors The Group s activities expose it to a variety of financial risks, including the effects of changes in debt and equity market prices, foreign currency exchange rates and interest rates. - Foreign exchange risk The Group s transactions are predominately denominated in Reminbi. The directors are of the opinion that the Group are not subject to significant foreign currency risk. - Interest rate risk The Group s income and operating cash flow are substantially independent of changes in market interest rates. The Group has no significant interest-bearing assets. As at 31st December 2003 and 2004, substantially all of its borrowings were fixed rates. The Group has not used any interest rate swaps to hedge its exposure to interest rate risk. - Credit risk The extent of the Group s credit exposure is represented by aggregated balances of receivables and prepayments, trading investments, loans receivable, advance to sub-contractor and amount due from an associated company, fellow subsidiaries and a related company. The maximum credit risk exposure in the event that other parties fail to perform their obligation under these financial instruments was disclosed in Note 29(ii). (ii) Fair value estimation The fair value of publicly traded trading securities is based on quoted market prices at the balance sheet date. The face values less any estimated credit adjustments for financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair values

96 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER Turnover RMB 000 RMB 000 Sale of land by instalment 1,337,433 1,284,569 Sale of properties 452, ,317 1,789,648 1,990,886 All sales are made in the PRC. Business segment information is not shown since with the exception of sales of land and properties, no other business segment contributed more than 10% of the consolidated revenue, results and assets. 5 Net other operating income RMB 000 RMB 000 Rental income on investment properties and land 23,764 12,549 Relocation income, net of sales tax 16,587 45,323 Sales of relocation quarters, net of sales tax - 1,406 Gain on disposal of available-for-sale investments - 3,508 Dividend income 10,666 18,356 Realised/unrealised gains on trading investments 4,735 8,501 Write back of accounts payable 23,193 - Net other income 1,533 7,393 80,478 97,

97 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER Operating profit RMB 000 RMB 000 The operating profit is stated after crediting and charging the following: Crediting Amortisation of negative goodwill - 1,415 Write back of provision for loans receivable 9,186 - Write back of provision for properties held for sales 28,228 - Write back of provision for investment properties 93,090 9,745 Gain on disposal of fixed assets 185 7,357 Charging Cost of sales of land 752, ,236 Cost of sales of properties 335, ,612 Total cost of sales 1,087,251 1,262,848 Depreciation of investment property and fixed assets 37,050 33,097 Amortisation of land use rights 2,668 2,668 Amortisation of goodwill Impairment charge of goodwill 1,514 - Provision for staff bonus and welfare fund 19,528 7,296 Staff costs 63,593 41,965 Contributions to defined contribution retirement schemes 4,580 3,996 Loss on disposal of fixed assets Provision for doubtful debts and loans receivable 18,423 22,445 Provision for diminution in unlisted available-for-sale investments 26,862 2,186 Provision for diminution in an associated company 10,459 - Provision for amount due from an associate 2,250 - Provision for properties under development 138,

98 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER Net finance income RMB 000 RMB 000 Interest expenses on borrowings (15,057) (14,068) Interest expense on amount due to ultimate holding company (2,226) (4,610) Bank interest income 37,781 29,860 Interest income attributable to land sales by installments 114,999 73,084 Net foreign exchange gain 5 50 Other finance charges (591) (301) 134,911 84,015 Interest expenses capitalised in properties under development 11,000 1, ,911 85,819 The capitalisation rate applied to the bank loans borrowed in respect of the properties under development is 5.22% (2003: 5.22%) per annum. 8 Taxation Note RMB 000 RMB 000 Income tax for the current year 138, ,518 Share of taxation of associates ,503 Deferred tax (credit)/charge 17 (17,293) 1, , ,535 PRC income tax of the Group is calculated based on the assessable profits of the companies comprising the Group for the year at the tax rates applicable to the respective companies. The difference between the actual taxation charge in the consolidated income statement and the amount which would result from applying the applicable tax rate to profit before taxation can be reconciled as follows:

99 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER Taxation (Continued) RMB 000 RMB 000 Profit before tax 758, ,805 Tax calculated at the applicable tax rate of 15% 113, ,321 Unrecognised temporary differences 12,217 (1,176) Others (4,464) 2,390 Tax charge 121, ,535 9 Dividend per share The board of directors recommend a final dividend of RMB0.6 per 10 shares totalling RMB112,061,000 for the year ended 31st December 2003 which has been effected as an appropriation of retained earnings in the year ended 31st December The board of directors recommend a final dividend of RMB0.5 per 10 shares totaling RMB93,384,000 for the year ended 31st December 2004 which will be reflected as an appropriation of retained earnings in the year ending 31st December Earnings per share The calculation of earnings per share is based on the consolidated profit after taxation and minority interests for the year of RMB588,588,000 (2003: RMB651,986,000) and 1,867,684,000 (2003:1,867,684,000) shares in issue during the year. Earnings per share is not diluted since the Group has no dilutive potential ordinary shares

100 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER Goodwill Gross carrying amount Goodwill RMB 000 At 1st January ,264 Elimination with accumulated amortisation in accordance with IFRS 3 (1,119) At 31st December ,145 Accumulated amortisation At 1st January ,053 Amortisation charge in the year 66 Elimination with gross carrying amount in accordance with IFRS 3 (1,119) At 31st December Impairment provision At 1st January Charge in the year 1,514 At 31st December ,514 Net book value At 31st December ,631 At 31st December ,

101 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER Investment property Cost RMB 000 At 1st January ,591 Additions 4,074 Transfer from properties under development (Note 18(b)) 131,190 Transfer to properties held for sale (113,536) At 31st December ,319 Accumulated depreciation At 1st January ,595 Charge for the year 23,052 Transfer to properties held for sale (11,529) At 31st December ,118 Impairment provision At 1st January ,343 Transfer to properties held for sale (38,953) Reversal during the year (93,090) At 31st December ,300 Net book value At 31st December ,901 At 31st December ,