Transcription

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3 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT C0.,LTD. WGQ [email protected] [email protected] [email protected] 1

4 A A A B B B B

5 2004 : : 90,436,120 76,481, , ,043,993 1,766, ,580 74,039,048 1,917,800 13,743, ,103, ,809,131 : : 76,482 25,014 1,287,643 1,364, ,571 6,370 29,600 24, ,373-31,926-31, ,672 4,756-5,722-11,394-21,000 61,600-17,613 2,006 4,789 16, ,852 24,773 1,284,384 1,422,746 : : 57,811,178 1,917, , , ,862 26,065,751-8,644,425 76,834,099 3

6 2004 : : (% 516,114, ,044, ,044, ,927, ,927,148 90,436,120 27,520,131 27,520, ,543, ,425,907 76,481,606 25,012,791 25,012, ,840, ,022, ,493-24,400,458-24,400, ,379, ,379, (% 3,926,045,444 3,230,588,077 3,230,588, ,981,641,200 3,004,871,275 1,364,125,458 1,287,643,852 1,287,643, ,262,465,900 1,285,696, ,103,597-97,773,242-97,773, ,836,368 25,836, (% % % (% % (%

7 2004 : : % : : 745,057, ,182, ,970,397 60,037,449 27,433,505 1,287,643,852 12,244,812 4,081,604 64,236,794 76,481, ,057, ,182, ,215,209 64,119,053 91,670,299 1,364,125,

8 : 435,600, ,600,000 54,450,000 54,450, ,050, ,050, ,450,000 54,450, ,557, ,557, ,007, ,007, ,057, ,057,500 2 (1 6

9 2004 (2 (3 1 68,519 2 A 34,074 B 34,443 2 : ( (% 0 435,600, ,450, NOMURA INTERNATIONAL (HONG KONG LIMITED 0 1,610, TOYO SECURITIES ASIA LTD. - A/C CLIENT 116,317 1,588, ,825 1,306, HSBC BROKING SECURITIES (ASIA LIMITED -35, , TAM, KING WAI 0 721, , NIKKO CORDIAL SECURITIES INC. -14, , HSBC JAMES CAPEL ASIA LTD ,

10 ,750, % 58.47% 4 8

11 NOMURA INTERNATIONAL (HONG KONG LIMITED - CUSTOMERS' SEGREGATED ACCOUNT TOYO SECURITIES ASIA LTD. A/C CLIENT HSBC BROKING SECURITIES (ASIA LIMITED CLIENTS ACCOUNT TAM, KING WAI NIKKO CORDIAL SECURITIES INC. HSBC JAMES CAPEL ASIA LTD. DAIWA SECURITIES CO., LTD. TOKYO ABH 1,610,930 B 1,588,877 B 1,306,138 B 961,506 B 721,862 B 703,735 B 703,665 B 672,956 B 627,700 B 538,740 B 9

12 : , , ( ( ( (

13 2004 ( (6 ( ( ( ( ( (12 ( ( ( ( ( ( ( (

14 : :

15

16

17

18 ,007, % B 667,376 B %

19 % % 7648, 206% % SUNPARK (1 17

20 2004 (2 : : (% (% 257,132, ,610, ,070, ,709, : 19,506, ,694, ,506,693 / 8,694,585 / 35,650,270 / / (3 9,999,999 ( 68,761,162 (4 10% : : (% 257,132, ,522, ,070, ,340, (1 18 : : 5,000 5, ,250 8,

21 2004 1,500 1, $1,500 45, KTV (2 10% : : (% 9, , , , ,259, ,894, Sunpark Sunpark 19

22 ,574, ,172,570 3 G013 63,768, ,244, ,500,000 : : 3,926,045,444 3,230,588, ,457, ,043, ,885,501 39,158, ,481,606 25,012,791 51,468, ,809,131-20,533, ,342, ,364,125,458 1,287,643,852 76,481, (1, (2 (3 (4 20

23 % ,987, , SUNPARK SUNPARK

24 SUNPARK 22

25 ,481,606, 103,852 8,163,208 4,081,604 27,433,505 91,670,299 8,163 4, ,477-33, : - 33,870 : ( ( ( [2003]56 23

26 ( : : 2,716 2,

27 % 95, % % SUNPARK 25

28

29

30 D2 1#2# 10,504, B 3#4# 6, ,

31 , ,700 6,

32 2004 : : , , , , , , , , , , , , , , , , , , , , ,

33 , , , , , , , , , , , , ,700 95, , , ,000 31

34 , %

35

36

37 2004

38

39 ( ( ( ( (

40 2004 ( ( (92435 ( , (A ,500 (B ( (1 (1 ( (3 (4 (5 (6-8 -

41 2004 ( ( (7 (8 (9 ( 0.5% 10% 30% 60% 80% 100% - 9 -

42 2004 ( ( (10 (11 50% ( 50 20% ( 2050% (

43 2004 ( ( (11 ( / ( % 2.57% - 4.5% 10 10% 9% % 9-15% 5 10% 18% 5 10% 18% 5 0% 20%

44 2004 ( ( (12 ( (13 (14 ( ( (

45 2004 ( ( (15 ( (16 ( ( (

46 2004 ( ( (18 ( ( (10 3 (3 (19 (20 ( (

47 2004 ( ( (22 (a (b (c (d (23 (24 (25 (

48 2004 ( 5.5% ( ( ,987,521 (a 15-33% 4-17% 4% 6% 17% (b 5-20% 1% ( 3% (a 15% 0% % 0% 2004 (b 5% 0%

49 2004 ( 2004 ( ( 1 1,690 1,690 49% 51% ( % - ( 3 1,500 1,500 20% 80% ( % 25% ( % 25% ( % 1(a ( 7 5,000 5,000 90% 10% 1(c ( % 1(b ( 9 1, % 1(c ( % 1(c ( 11 4,000 2, % 1(c ( % ( % ( % ( 15 5,000 4,500 90% - ( 16 4,250 3,740 88% - 2 ( % 3 ( % - ( 19 1,500 1,350 90% - 4 ( 20 1, % 4 ( % 4 (

50 2004 ( ( 1 (a 70% ,512,985 4,745,668 1,821,367 1,894,446 6,334,352 6,640,114 (2,775,595 (2,682,760 3,558,757 3,957, ,381,386 7,773,869 (398,597 (1,070,600 (b 70% ,240,137 5,757,575 1,467 1,598 2,241,604 5,759,173 (1,241,604 (4,744,940 1,000,000 1,014,

51 2004 ( ( 1 ( ,455,957 18,570, , ,283 48,599 43,958 (c 2 90% 10% % 18% % % 88%

52 2004 ( ( , , ,593, ,798, ,142, ,854, ,274, ,151,548 2,157, ,860,381 2,522, ,683,492 12, , , ,338 6,054, ,662,901 61,354, ,000 ( ,000 ( (17(b 537,274,003 3 (4,096, ,177, (432,368, ,809,

53 2004 ( ( ( ,801,147 16,971,648-29,000,000 3,000,000 2,006,000 55,801,147 47,977,648 (10,498,725-2,569,010 (7,929,715 45,302,422 40,047, ,000, ( ( ,615,000 (4 (a ,602,069 28,001,532 (426,519 (1,540,085 44,175,550 26,461,

54 2004 ( ( (4 ( (a ( (% (% 44,081, ,410 26,250, ,443,784 32, , , , , ,605 1,139, , , , , ,308 44,602, ,519 28,001, ,540, %(5% ( ,895,930 ( ,739, %( % (b ,449, ,373,710 (72,509,146 (51,935,916 (822,761 (2,502,759 97,117, ,935, (% (% 65,543, ,470 90,549, ,817, , , ,716, ,010, ,496, ,547,283 41, , , ,038 11,067, , ,449, ,331, ,373, ,438, %(5% (

55 2004 ( ( (4 ( (b ( ,018,992 ( ,947, %( % ,368,992 (i ( (34 34,650,000 19,000,000 (ii 3,000,000 1,000, ,018,992 (i ,000, ,000, ,000,000 6,631, ,368, ,684, ( ((2003 ( ,514,981 ( 97,230, ,573, ,257,726 ( ,684,496 (ii ( (1(c

56 2004 ( ( ( (% (% 56,675, ,942, , ,746, ,807, ,689, %(5% (2003 ( ,862,529 13,725, ,089,760 6,862,529 15,815,308 ( (a 914,913,882 1,226,492,011 (b 50,301, ,996,675 8,548,568-4,742, , ,949 93,693 38,163,290-1,017,213,497 1,397,359,124 (b (6,548,786-6,395,090 (153,696 (1,202,365-1,202,365 - (260,005-43,365 (216,640 (8,011,156-7,640,820 (370,336 1,009,202,341 1,396,988,

57 2004 ( ( (7 ( (a ,857, ,574, ,432,320 D 320,777,800 50,570,411 (54,056, ,291,631 D ,280,495 29,013,482 (54,056, ,237,397 (i D7C-05# ,334,114 8,649,412-20,983,526 D ,870,370 9,847,360-15,717,730 D ,292,821 3,060,157-6,352,978 G ,768,060-63,768,060 68,783,717 1,096,979 (69,880, ,820 - (494, ,913, ,010,225 (124,432,09 6 1,226,492, ,886,537-20,886, % (2003 (i D8 54,056,580 G ,237,397 D8 ( ,280,495 ( (17(a (b ,746, ,697,790 6,395,090 ( ,333 1,120,000 (1,085, , , ,576 (240,989 85, , ,804 (423, , ,721 1,880,380 (1,750, ,

58 2004 (

59 2004 ( ( ( / (a 2,135,146 - (3,292,861 (1,157,715 (b - 8,402-8,402 (c(d 259,820,773 31,123,858 (25,515, ,429,498 (e 126,213,487 10,526, ,739,596 (f 86,056,406 - (15,400,000 70,656, ,225,812 41,658,369 (44,207, ,676,187 2,000,000 - (2,000, ,225,812 41,658,369 (46,207, ,676,187 (g (36,766,725 (21,000,000 4,514,210 (53,252, ,459, ,423,672 (a / (1,819, (1,621,638-39, ,351 (1,582, , ,052 - (34,065 (204, ,987 (109, (95,930-5,456 18,641 (90,474 3, , ,820 3,625, ,041,791 - (3,041,791 (3,625, , ,051 - (262,051 (693,921-2,135,146 - (3,292,861 (4,267,322 (1,157, (b ( (3-85% - 850,000 - (841,598 (841,598-8,

60 2004 ( ( (9 ( (c ( 70 20% 20% 93,635,659 93,635,659 5,640,056 11,213,714 16,853,770 99,275, ,489, % 20% 80,000,000 80,000,000 - (1,023,548 (1,023,548 80,000,000 78,976,452 ( 70 20% 20% 69,163,760 69,163,760 (19,428,644 8,471,864 (10,956,780 49,735,116 58,206, % 30% 4,200,000 4,200,000 (153,680 (195,249 (348,929 4,046,320 3,851, % 20% 2,000,000 2,000, ,987 (94, ,882 2,908,987 2,814, % 30% 1,241,505 1,241, ,625 61, ,840 1,690,130 1,751, % - 5,255, ,160 (542,160-5,797, % - 600,000 - (243, , , % - 5,417,616-85,330 (85,330-5,502, ,514,357250,240,924 (12,200,340 18,049,575 5,849, ,314, ,090, 159 (d 13,825, ,443,049 (1,382,561 (2,765,122 11,060,488 (2,151, (1,936, , ,288 (1,721,149 10,506,756 (1,167,417 (2,334,834 9,339, (e ( ( 50 15% 126,213,487 ( (c 20 18% 10,526, ,739,

61 2004 ( ( (9 ( (f 50,184, % 54,852,406 20,000, % 15,400, ,544 <0.1% 260,000 39,930 <0.1% 144,000 70,656,406 (g / /( / ,252, ,252,515-21,000,000-21,000,000 2,514,210 - (2,514,210-2,000,000 - (2,000,000-36,766,725 21,000,000 (4,514,210 53,252,

62 2004 ( ( ( ,560,190 18,864,078 44,733,710 18,063,460 13,599,777 2,351, ,173,005 20,431, ,431,205 2,335,156 1,811, ,651 7,826,102 2,130,184 1,794,258 16,191,304 (18,596,722 (4,781,720 (40,654,162 (4,473,977 (3,105,833 - (71,612, ,729,829 15,894,311 4,373,199 21,415,585 12,624,128 4,146, ,183, ,586,328 7,686,884 15,319,607 10,225,965 8,355,080 81,701 80,255,565 6,262,690 2,059, ,523 1,944, , ,965 11,973,466 (2,179,255 (3,589,069 (12,334,033 (3,277,491 (1,225,470 - (22,605, ,669,763 6,156,879 3,247,097 8,892,821 7,811, ,666 69,623, ,092, ,426 14, ,767-33,118,144 (12,861,002 (466,692 (14, (13,341, ,231,932 16, ,767-19,776, ,828,134 9,720,698 1,126,102 12,522,764 4,284,874 3,300, ,782, ,880,928 10,693,768 29,400,086 7,837,495 4,716,930 2,270, ,799,296 65,753,797 17,512, ,547,507 ( 225,231,913 ( ,225,260 29,495,993 ( (17(a ( 8,403,217 19,034,507 9,859,461 10,340,170 ( 985,988 3,215, , ,767 19,776,433 33,118,

63 2004 ( ( ( ,316 5,274,633 79,800 6,222,749 - (5,274,633 (79,800 (5,354,433 10, ,000 (255, (255, , ,516 ( ,470, ,851, ,022, ,873,498 73% 9,036,000 6,952,583 3,821,897 (10,774, ,000,000 5,158,849 4,409,876 (9,568, , (569, , (325,000-1,000,000 88,000 - (88, , (25,000-3,450,000-3,135, ,135,723 90% 260,970, ,389,724 (20,431,205 (919, ,009,221 2,652,746 7,518, ,171, %( % ,873,498 ( ,851,270 ( (17(a (

64 2004 ( ( ( ,360 (141,127 7,120,304 - (6,423,089 (20, ,233 82,960 (5,225 97,691 82,960 (97,691 (5,225 77, ,397 - (63, ,320 (146,352 7,281,392 82,960 (6,584,177 (26, ,968 ( ,394,420-5,723,506 5,670,914-11,394,420 14,300,000 (7,150,000-14,300,000 (7,150,000 7,150, ,625 - (813, ,607 - (222, ,694,420 (7,150,000 6,759,738 19,970,914 (8,186,232 18,544, ( (a 579,216, ,919,978 (b 13,615, ,831, ,919,

65 2004 ( ( (16 ( (a ,827,670 55,193,251 (18,383, ,637,449 D7C 89,907,250 30,875 (10,883,962 79,054,163 F13# 77,530, ,634 (2,036,049 76,482,053 66,939,994 - (1,868,154 65,071,840 D8C - 54,056,580 (1,946,920 52,109,660 F14 30,630, ,162 (772,174 29,976,448 12# 28,819,498 - (876,213 27,943,285 B 3#,4# ( (5(c 68,092,308 - (68,092,308 - D 1#,2# ( (5(c - 75,960,014-75,960, ,360,379 (1,472,153 98,888,226-73,730,900-73,730, ,919, ,244,544 (87,947, ,216, ,637,449 ( 356,949,721 (2003 B 68,092,308 76,246,266 ( (17(a D 1#,2# 248,579,140 ( 250,051,293 (2003 (b (2003 ( ,868,031,450 1,478,256, ,553, ,830,100 2,224,584,450 1,740,086,

66 2004 ( ( (17 ( (a (b (c 659,779,455 ( ,180, ,237,397 ( (7(a 330,637,449 ( 356,949,721 ( (16(a 379,873,498 ( (12 199,547,507 ( 225,231,913 ( (10 1,655,300 ( ,430, ,000 ( (1 1,206,596,695 (2003 ( 195,000,000 (2003 1,011,596, %( % ( %(5% 3 (2003 ( %(5% 1 22,917 ( , ,000,000 (2003 ( (

67 2004 ( ( ( /( 11,840,584 (3,203,766 4,817,594 2,482, , ,258 25, ,276 4,547 6,687 (532,056 (5,053,020 16,369,012 (5,485,095 ( ,686 11,343 4,977 14,520-65, ,987 91,957 ( %(5% 3 i. 2,037, ,861 (2003 ii. 3,636,582 (2003 1,597,

68 2004 ( ( ( ,969,770 2,446,112 2,674,886-1,087,911-1,136,310-7,868,877 2,446, ( (2003 ( ,050, ,050,000 : 435,600, ,600,000 54,450,000 54,450, ,050, ,050,000 54,450,000 54,450, ,557, ,557, ,007, ,007, ,057, ,057,500 ( ,416, ,416, , ,512 (12,875 (12, ,182, ,182,

69 2004 ( ( ( ,192,900 60,037,449 33,740, ,970,397 8,163,208 4,081,604-12,244, ,356,108 64,119,053 33,740, ,215,209 ( 10% 50% 25% % 8,163,208 (2003 5,201,660 ( 5%10% % 4,081,604 (2003 2,600, (2003 ( ,433,505 30,180,560 - (19,957,356 27,433,505 10,223,204 76,481,606 25,012,791 (28 (8,163,208 (5,201,660 (28 (4,081,604 (2,600,830 91,670,299 27,433,

70 2004 ( ( ( ,281, ,425,080 52,706,965 35,461, ,835, ,776, ,185, ,778,976 49,851,632 18,097,677 45,919,229 15,043,958 25,234,631 14,564,021 3,093, ,717 30,670,028 13,737,571 18,852,738 4,410,308 8,919,200-8,097,186 7,450 3,381,386 3,186,848 7,773,869 7,210, ,048,932 48,199, ,950 77, , , ,114, ,865, ,044, ,629,716 9,999,999 ( 68,761,162 (7(b ( ,746,663 ( ,296, % ( % ( ,102,465 4,300,144 72,382 88,758 21,129 64,817 9,478 75,154 10,205,454 4,528,873 ( ,699 79,853 7,956, , , ,000 49, ,834,793 3,689, , , , ,059, ,135 13,038,081 4,134,

71 2004 ( ( ( ,053,191 64,869,555 (6,863,641 (3,078,098 13,661 26, , ,267 52,373,532 61,939,135 ( ,837,457 29,368,862 30,476,670 16,842,878 4,400,000 6,479,155 /( 1,609,821 (10,415,346 (1,187,988 (1,391,836 ( / (2,611,122 2,508,053 (18,485, ,455,066 74,039,048 47,846,832 10%(10% 2000 ( 60,682,150 ( 20,034,259 ( 10,361,786 77,000,000 16,317, ,350,000 34,650,

72 2004 ( ( ( ( ,500, / / , / ,800 - ( ,373,000 ( ,316, (3-625, / , (4-134,800 6,000 2,896 1,917,800 16,635,109 ( ,341, ,056 1,037, , ,798 14,223,388 1,460, ,849 39, ,213 5,438,308 50,000 84,800 59,634 55, ,696 5,618,221 (37 1,000,000 49,000, , ,700,000 1,000,000 49,000, , ,700,000 (111,228 (6,226,971 (1,990,055 (2,036,847 (9,234,376 (2,328,468 (21,927, ,772 42,773,029 (1,290,055 (2,036,847 (9,234,376 (2,328,468 28,772,

73 2004 ( (1 (a ,932,906 1,000 (34,665 (55 6,898, % (b ,811, ,065,269 (72,509,147 (51,935,916 (10,316,605 (2,885, ,985, ,243, (% (% 283,886, ,174,286 88,527, ,249,360 21,574, , ,583, ,137, ,282, ,567,771 33,665, , ,068, ,107, ,288, ,064, ,811, ,825, ,065, ,821, ,297,405 ( ,709, %( % ,191, ~ ,981, ,368,992 2~3 35,105, ,650, ,297,

74 2004 ( ( ( ,287,573 25,935,790 (52,564, ,659, ,426,574 31,045,810 (13,645, ,827, ,213,487 10,526, ,739,596 86,056,406 - (15,400,000 70,656, ,984,040 67,507,709 (81,609, ,882,300 (32,252,515 (21,000,000 - (53,252, ,731,525 46,507,709 (81,609, ,629,785 ( ,329,011 48,577,335 26,567,807 55,342, ,486-76,567, ,919,693 ( ,520,000 78,728,239 52,706,965 35,461,397 51,159,730 16,117,143 43,974,376 14,944, ,053-70,383 7, ,000-7,864, ,234,783 94,845, ,616,444 50,412,

75 2004 ( ( ( ,602,115 34,186,107 35,419,990 17,667,444 4,400,000 6,479,155 /( 2,315,216 (9,693,884 (1,148,410 (1,148,410 (21,000, ,455,066-2,508,053 81,588,911 54,453,

76 2004 ( (1 ( KTV E E OK ( A A

77 2004 ( ( (2 ( ( 82, ,420 1, ,690 US$ US$88 US$1, US$1,500 US$ US$250 US$ US$351 US$ US$ , ,000 4, , ,500-1,500-1,000-1, (3 ( % % % % ( 43, , , , US$ US$ US$1, US$1, US$ US$ US$ US$ US$ US$ , , , , , ,

78 2004 ( ( (4 ( ( ( (5 (a (b (c ,846,150 B 3#4# D2 1#2# B 3#4# 66,119,862 81,083,744 D2 1#2# 86,869,708 5,785,964 4,054,188 (d F7-7#, 8#, 21# 5,524,831 5,524,831 B-3#, 4# 4,701,515 4,440,395 ( F7-22# 4,678,295 4,678,295 D7C-2#, 3#, D8-4,602,052 3,257,943 34#37#1-2 35#2 19,506,693 17,901,

79 2004 ( ( (5 ( (e ( 1,500,000 - (f ( 12, ( ,000 36,038 7,344 17,941 37,344 53,979-27,160,000-8,804,066-35,964, ,802 ( 1,500,000-16,147 20,000 1,516,147 20,

80 (5(f ( 1, , , , , , , , , , , , , , , , , , , , , , , , , , ( 2, , , , , , ,700

81 ( ,058, ,666,800 61,483, ,515,464-4,130, , ,542, ,637,264 ( ,838,313 3,847,596 2,838,313 3,763,716 2,471,646 3,670,616 11,299,035 19,946,783 19,447,307 31,228,711

82 ,481,606 25,012,792 ( - (57,226,335 (31,876,915 - ( / (584,843 4,400,583 - (1,917,800 (16,635,109 - (825,846 (7,561, ,189 28,086, (4,144,675 - (119,621 (422, , , (7,906,112 - (2,569,010 (17,981,829 - (7,640,820 (178,155 - (2,514,210 (182 - (13,341,711 (256,409 8,644,425 4,883,128 (352,493 (24,400,458

83 ( (1 537,274, ,151, ,857, ,906,120 (2 40,047,933 45,302,422 34,874,382 38,245,480 (3-18,615, (6 6,862,529 15,815,308 6,862,529 15,815, (4 (1 44,175,550 26,461,447 6,898, (4 (1 97,117, ,935, ,985, ,243,602 (5 56,807,022 82,689, ,830 64,621,346 (7 1,396,988,788 1,009,202,341 1,324,478, ,946,209 (8 539, , , ,000 2,179,813,200 1,795,582,887 2,360,299,548 1,801,954,010 (9 (2 418,423, ,459, ,629, ,731,525 (1,157,715 2,135, ,183, ,173, ,391, ,055,865 (69,623,713 (80,255,565 (33,489,192 (28,780, ,559, ,917, ,902, ,275,706 (19,776,433 (33,118,144 (10,387,767 (10,387,767 - (10 330,782, ,799, ,514, ,887,939 (11 622,516 6,222, , ,316 (12 383,009, ,970,602-12,111,432 (13 1,263,850 12,102, (1,510,183 - (1,510, ,678, ,584, ,137, ,357,504 (14 753,968 7,281, , ,830 (15 18,544,420 6,759,738 7,150,000 - (16 592,831, ,919, ,216, ,919, ,130, ,961, ,911, ,476,808 3,926,045,444 3,230,588,077 3,772,977,379 3,017,519,

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127 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. (Incorporated in the People s Republic of China with limited liability CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2004

128 11th Floor, PricewaterhouseCoopers Center, 202 Hu Bin Road Shanghai People's Republic of China Telephone +86 ( Facsimile +86 ( REPORT OF THE AUDITORS TO THE SHAREHOLDERS OF SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. (Incorporated in the People s Republic of China with limited liability 2005/SH-079/JQJ/JXJ We have audited the accompanying consolidated balance sheet of Shanghai Wai Gaoqiao Free Trade Zone Development Co., Ltd. ( the Company and its subsidiaries ( the Group as at 31 December 2004 and the related consolidated income and cash flow statements for the year then ended. These consolidated financial statements set out on pages 2 to 35 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 consolidated 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 consolidated financial statements present fairly, in all material respects, the financial position of the Group as at 31 December 2004 and the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards. PricewaterhouseCoopers Zhong Tian Certified Public Accountants Ltd. Co. 1 April 2005

129 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated Notes Sales 4 503, ,102 Cost of sales (370,314 (269,231 Gross profit 133,534 78,871 Other operating income 7 80,813 48,613 Distribution costs (23,923 (9,282 Administrative expenses (67,166 (49,605 Other operating expenses (3,217 (21,972 Gain on discontinuing operation 5 1,048 - Profit from operations 6 121,089 46,625 Finance costs net 8 (47,148 (36,962 Share of results of associates before tax 16 28,634 18,076 Profit before tax 102,575 27,739 Income tax credit/(expense 10 2,828 (1,351 Group profit before minority interest 105,403 26,388 Minority interests 31 (1,551 (1,615 Net profit 103,852 24,773 Earnings per share - Basic and diluted 11 Rmb 0.14 Rmb 0.03 The accompanying notes are an integral part of these consolidated financial statements

130 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 31 December 31 December Notes ASSETS Non-current assets Property, plant and equipment , ,276 Land use rights , ,803 Intangible assets 15 (1,158 2,135 Investments in associates , ,907 Available-for-sale investments , ,017 Deferred tax assets 18 16,312 4,789 Other non-current assets 19 20,766 - Current assets 1,455,641 1,210,927 Properties under development 20 1,607,629 1,214,171 Properties held for sale 161,747 - Inventories 21 8,750 54,985 Receivables and prepayments , ,776 Amounts due from fellow subsidiaries 34 6,863 22,530 Amounts due from associates ,304 Current tax recoverable - 3,204 Trading investments 23 11,048 45,302 Cash and bank balances , ,521 2,560,951 2,063,793 Total assets 4,016,592 3,274,

131 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED BALANCE SHEET (CONTINUED AT 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 31 December 31 December Notes EQUITY AND LIABILITIES Capital and reserves Share capital , ,058 Share premium 471, ,848 Reserves ,855 67,478 1,422,746 1,284,384 Minority interests 31 20,126 57,699 Non-current liabilities Bank borrowings 26-20,000 Government grants 27 31,926 31,926 31,926 51,926 Current liabilities Trade and other payables , ,237 Amount due to the holding company 34 1,500 - Amount due to fellow subsidiaries Amounts due to associates Current tax liabilities 11,840 - Bank borrowings 26 2,224,584 1,744,087 2,541,794 1,880,711 Total liabilities 2,573,720 1,932,637 Total equity and liabilities 4,016,592 3,274,720 On 1 April 2005, the Company s Board of Directors authorised these consolidated financial statements for issue. The accompanying notes are an integral part of these consolidated financial statements

132 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated Share Share Reserve captial premium Statutory accumulatio n fund Statutory Discretionary welfare fund accumulation fund Fair value reserve Translation Accumulated reserve Losses Total As at 1 January , ,848 96,102 58,599 33, (145,721 1,260,306 Net profit for ,773 24,773 Reversals - ( (680 - (695 Profit appropriation - - 3,091 1, (4,529 - As at 31 December , ,833 99,193 60,037 33, (125,477 1,284,384 Fair value gains on available-for-sale investments, net of tax , ,510 Net profit for , ,852 Profit appropriation - - 8,163 4, (12,245 - As at 31December , , ,356 64,119 33,740 34,510 - (33,870 1,422,746 The accompanying notes are an integral part of these consolidated financial statements

133 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated CASH FLOWS FROM OPERATING ACTIVITIES Notes Cash (used in/generated from operations 33 (283,514 41,553 Interest paid (85,498 (70,317 Income tax paid (1,238 (10,016 Net cash generated from operating activities (370,250 (38,780 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment (260,174 (39,324 Purchase of land use rights (18,665 (27,338 Acquisition of subsidiary, net of cash acquired (8,109 6,504 Acquisition of associates - (51,721 Loans advanced to related parties and third parties (17,001 (519,575 Proceeds from sale of property, plant and equipment 12,045 8,978 Disposal of subsidiary, net of cash disposed 28,215 7,155 Disposal of associates 8,730 7,955 Disposal of available-for-sale investments 41,432 - (Increase/decrease in time deposits with original maturity over 3 months 2,257 (8,342 Repayment of loans by related parties and third parties 143, ,450 Interest received 7,690 15,140 Dividends received 25,947 11,879 Government grants received - 13,553 Net cash used in investing activities (34,152 (195,686 CASH FLOWS FROM FINANCING ACTIVITIES Cash contribution from minority shareholders of subsidiaries 2,800 23,475 Proceeds from borrowings 2,277, ,668 Repayments of borrowings (1,775,572 (490,937 Dividends paid to minority shareholders - (305 Cash repayment to minority shareholders of liquidated subsidiaries - (7,967 Net cash generated from financing activities 505, ,934 Effects of exchange rate changes 5 - Net increase/(decrease in cash and cash equivalents 100,760 (20,532 Cash and bank balances at beginning of year 425, ,271 Cash and bank balances at end of year , ,739 The accompanying notes are an integral part of these consolidated financial statements

134 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 1 GENERAL INFORMATION Shanghai Wai Gaoqiao Free Trade Zone Development Co., Ltd. (the Company was established as a joint stock limited company in the People s Republic of China (the PRC and its major shareholder is Shanghai Wai Gaoqiao (Group Company Limited (the holding company. The Company s Renminbi ordinary shares ( A shares and domestically listed foreign shares ( B shares have been listed on the Shanghai Stock Exchange since 1992 and 1993, respectively. The principal activities of the Company and its subsidiaries (the Group are property development and leasing, modern logistics, hotel operations, medication & medical treatment (Note 5 and other operations. Details of the Company s principal subsidiaries and associated companies are summarised in Notes 16 and 35. The address of the Company s registered office is 889 Yang Gao Road(N, Pudong, Shanghai , China. The Group mainly operates in the PRC. 2 ACCOUNTING POLICIES (a Basis of preparation The Group maintains its books and prepares its statutory financial statements in accordance with relevant accounting standards and regulations in the PRC. The PRC accounting standards and regulations differ in certain respects from International Financial Reporting Standards ( IFRS. These consolidated financial statements incorporate adjustments made to the statutory financial statements in order to conform with IFRS. The 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 preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management s best knowledge of current event and actions, actual results ultimately may differ from those estimates. The Group adopted IFRS 3 Business Combination in 2004, the financial effect of the adoption was disclosed in Note 2 (i. (b Consolidation Subsidiaries, which are those entities in which the Group, directly or indirectly, 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 effective control is transferred to the Group and are no longer consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus costs directly attributable to the acquisition. The excess of the cost of acquisition over the fair value of the net assets of the subsidiary acquired is recorded as goodwill (Note 2(i. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated; unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group

135 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 2 ACCOUNTING POLICIES (continued (c Investments in associates Investments in associates are accounted for using the equity method of accounting. Under this method, the Company s share of the post-acquisition profits or losses of associates is recognised in the income statement and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the cost of the investment. Associates are entities 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 transactions 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. The Group s investment in associates includes goodwill (net of accumulated amortisation on acquisition. When the Group s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless the Group has incurred obligations or made payments on behalf of the associates. (d Foreign currency translation The Group maintains its books and accounting records in Renminbi ( Rmb. Transactions in foreign currencies are translated into Rmb using the exchange rates stipulated by the People s Bank of China prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Income statements and cash flows of foreign entities are translated into the Group s reporting currency at average exchange rates for the year and their assets and liabilities, both monetary and non-monetary, are translated at the exchange rates ruling on 31 December. All resulting exchange differences are classified as equity until the disposal of the foreign entity. (e Property, plant and equipment (i Investment property Property held for long-term rental yields which is not occupied by the Group is classified as investment property. Investment property is measured initially at cost and is carried at cost less accumulated depreciation and impairment loss, due to inability to estimate reliably the fair value of these properties on a continuing basis. Depreciation is calculated on the straight-line method to write off the cost of each property to its residual value over their estimated useful lives of 35 years. (ii Other property, plant and equipment Other property, plant and equipment are stated at historical cost less accumulated depreciation and impairment loss. Depreciation is calculated on the straight-line method to write off the cost or revalued amount of each asset to their residual values over their estimated useful lives as follows: Buildings Plant and machinery Furniture, fixtures and office equipment Motor vehicles 20 to 35 years 6 to 10 years 5 years 5 years - 8 -

136 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 2 ACCOUNTING POLICIES (continued (e Property, plant and equipment (continued (ii Other property, plant and equipment (continued Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating results. Interest costs on borrowings to finance the construction of property, plant and equipment are capitalised, during the period of time that is required to complete and prepare the asset for its intended use. Other borrowing costs are expensed. Repairs and maintenance are charged to the income statement during the financial period in which they are incurred. The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset. (f Property under development Properties under development are not depreciated and stated at cost less accumulated impairment loss. Cost comprises land use rights and relevant construction expenditure on land resumption, development, infrastructure work and interest capitalised. Upon completion, property is transferred to investment property with the related land use right separated stated in balance sheet (Note 2(h or property held for sale in accordance with its intended use. Where the carrying amount of property under development is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. (g Property held for sale Properties held for sale comprise of commercial properties purchased for sale and are carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less cost to complete redevelopment and selling expenses. (h Land use rights Land use rights granted with consideration for property development are measured initially at acquisition cost under property under development in the balance sheet (Note 2(f. Upon the 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 erected on the related land. For investment properties, the corresponding land use rights are separately stated as land use rights in the balance sheet and subsequently amortised on a straight-line basis over the remaining period of the land use rights. For properties held for sale, the corresponding land use rights are accounted for as a part of the properties. Land use rights granted with consideration for owner-occupied properties are stated initially at acquisition cost under land use rights in the balance sheet and subsequently amortised on a straight-line basis over the period of the land use rights

137 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 2 ACCOUNTING POLICIES (continued (i Intangible assets (i Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group s share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Following initial recognition, goodwill is measured at cost less any accumulated amortisation and accumulated impairment losses. Goodwill on acquisitions before 31 March 2004 is amortised using the straight-line method over its estimated useful life not exceeding 10 years, while goodwill on acquisitions after 31 March 2004 is not amortised. Goodwill already carried in the balance sheet will not be amortised after 1 January Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. At each balance sheet date the Group assesses whether there is any indication of impairment. If such indications exist, an analysis is performed to assess whether the carrying amount of goodwill is fully recoverable. A write down is made if the carrying amount exceeds the recoverable amount. (ii Negative goodwill Negative goodwill represents the excess of the fair value of the Group s share of the net assets of the acquired subsidiary/associate over the cost of an acquisition at the date of acquisition. For negative goodwill arising on acquisitions before 31 March 2004, to the extent that negative goodwill relates to an expectation of future losses and expenses that are identified in the plan of acquisition and can be measured reliably, but which have not yet been recognised, it is recognised in the consolidated income statement when the future losses and expenses are recognised. Any remaining negative goodwill, but not exceeding the fair values of the non-monetary assets acquired, is recognised in the consolidated income statement by stages at a systematic manner. Negative goodwill in excess of the fair values of the non-monetary assets acquired is recognised immediately in the consolidated income statement. Negative goodwill already carried in the balance sheet will be derecognised at the beginning of 2005, with a corresponding adjustment to the opening balance of retained earnings/(accumulated losses. Goodwill and negative goodwill arising on acquisition of subsidiary are recognised under goodwill in the balance sheet, while those arsing on acquisition of associates are included in investments in associates. (j Impairment of long lived assets Property, plant and equipment and other non-current assets, including property under development, land use rights and goodwill are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount which is the higher of an asset s net selling price and value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows

138 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 2 ACCOUNTING POLICIES (continued (k Trading investments Investments that are acquired principally for the purpose of generating a profit from short-term fluctuations in price are classified as trading investments and included in current assets; for the purpose of these financial statements, short-term is defined as 3 months. Purchases and sales of trading investments are recognised on the settlement date, which is the date that the asset is delivered to or by the Group. Cost of purchase includes transaction costs. Trading investments are subsequently carried at fair value. Realised and unrealised gains and losses arising from changes in the fair value of trading investments are included in the income statement in the period in which they arise. The fair values of trading investments are based on quoted bid prices. (l Available-for-sale investments Equity investments intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, are classified as available-for-sale; and are included in non-current assets unless management has the express intention of holding the investment for less than 12 months from the balance sheet date or unless they will need to be sold to raise operating capital, in which case they are included in current assets. Available-for-sale investments are 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. The fair value of investments are based on quoted bid prices or amounts derived from cash flow models. Fair values for unlisted equity securities are estimated by reference to recent market transactions or using applicable price/earnings or price/cash flow ratios refined to reflect the specific circumstances of the issuer. Equity securities for which fair values cannot be measured reliably are recognised at cost less impairment. When securities classified as available-for-sale are sold, the accumulated fair value adjustments are included in the income statement as gains and losses from investment securities. (m Inventories Inventories are stated at the lower of cost or net realisable value. Cost is determined using the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. (n Receivables Receivables are carried at original invoice amount less provision made for impairment of these receivables. A provision for impairment of receivables is established when there is an objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the carrying amount and the recoverable amount. (o Cash and cash equivalents Cash and cash equivalents are carried in the balance sheet at cost. For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less

139 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 2 ACCOUNTING POLICIES (continued (p Borrowings Borrowings are recognised initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective yield method; any difference between proceeds (net of transaction costs and the redemption value is recognised in the income statement over the period of the borrowings. Borrowing costs generally are expensed as incurred. Borrowing costs are capitalised if they are directly attributable to the development of properties and the acquisition, construction or production of other qualifying assets. Capitalisation of borrowing costs commences when the activities to prepare the assets are in progress and expenditures and borrowing costs are being incurred. Borrowing costs are capitalised until the assets are substantially ready for sale or for their intended use. (q Deferred income taxes Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Currently enacted tax rates are used in the determination of deferred income tax. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. (r Retirement benefits The Group participate in a government defined contribution pension scheme. Under the scheme, retirement benefits of existing employees are guaranteed by the local Unified Retirement Fund and the Group has no further obligations beyond the annual contributions. The Group s contributions are charged to the income statement in the period to which they relate. (s Operating leases Payment made under operating leases is expensed on a straight-line basis over the period of the lease. (t Government grants Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs they are intended to compensate. Government grants relating to the purchase of property under development are included in noncurrent liabilities and are credited to the income statement on a straight line basis over the expected lives of the related assets. (u Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made

140 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 2 ACCOUNTING POLICIES (continued (v Revenue recognition Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably. Sales are recognised net of sales taxes and discounts. (i (ii (iii (iv (v (vi Revenue from the sales of developed properties is recognised upon execution of the sale and purchase agreement when the significant risks and rewards of ownership have been transferred to the buyer. Rental income from investment property is recognised on an accrual basis over the terms of respective leases. Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer. Revenue from rendering of services is based on the stage of completion determined by reference to services performed to date as a percentage of total services to be performed. Interest income is recognised on a time proportion basis, taking account of the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group. Dividends are recognised when the right to receive payment is established. (w Dividends Dividends are recorded in the Group s financial statements in the period in which they are approved by the Group s shareholders. (x Segment reporting Business segments provide products or services that are subject to risks and returns that are different from those of other business segments. Geographical segments provide products or services within a particular economic environment that is subject to risks and returns that are different from those of components operating in other economic environments. Segment information is presented in respect of the Group s business segment, which is based on the Group s management structure. (y Comparatives Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year

141 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 3 FINANCIAL RISK MANAGEMENT (a Financial risk factors The Group s activities expose it to a variety of financial risks, including credit risk, interest rate risk, foreign exchange risk and liquidity risk. (i Credit risk The Group does not have a significant exposure to any individual customers or counterparty. Cash at bank and deposits are placed with financial institutions with good credit ratings. The maximum exposure to credit risk is represented by the carrying amounts of the financial assets after deducting the impairment charge, including cash and cash equivalents, receivables and debt investments. (ii Interest rate risk The Group has no significant interest-bearing assets. The Group s borrowings are substantially short term. The interest rates and terms of repayment of the interest-bearing loans and borrowings of the Group are set out in Note 26 to the financial statements. The Group s income and operating cash inflows are substantially independent of changes in market interest rates. (iii Foreign exchange risk The Group is not subject to significant foreign currency risk, as the Group s transactions are predominately denominated in Rmb. (iv Liquidity risk The Group actively manages its operating cash flows and the availability of funding so as to meet its commitments over the next year in accordance with its strategic plan. As part of its overall liquidity management, the Group maintains sufficient level of cash to meet its working capital requirement as well as to maintain available banking facilities of a reasonable level to its overall debt position. (b Fair value estimation Financial assets of the Group include cash and bank balances, listed and unlisted equity investments, trade and other receivables. Financial liabilities of the Group include bank loans, trade and other payables. The fair value of cash and bank balances, trade and other receivables, trade and other payables, and bank loans are not materially different from their carrying value because of their short maturity. The fair value of trading investments is based on quoted market prices at the balance sheet date. Available-for-sale investments represent equity securities of unlisted companies and unlisted legal person shares of companies listed on the Shanghai Stock Exchange. These investments are stated at fair value which is determined by reference to the market transfer price

142 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 4 Segment information Real estate development & leasing Modern logistics Hotel operation Medication & medical treatment Other Group Sales 255,949 95, , ,916 29,628 17,903-87,886 3,382 8, , ,102 Segment result 113,383 42,844 11,418 (3,497 (11,686 (18,783-14,714 (388 (1, ,727 33,962 Unallocated income 62,744 45,671 Unallocated expenses (54,382 (33,008 Profit from operating activities 121,089 46,625 Finance costs net (47,148 (36,962 Share of results of associates before tax 26,501 17,582 2, ,634 18,076 Profit before tax 102,575 27,739 Income tax credit/(expensse 2,828 (1,351 Profit from ordinary activities after tax 105,403 26,388 Minority interests (1,551 (1,615 Net profit 103,852 24,773 Segment assets 2,557,817 1,813, , , , , ,006-6,531 3,367,667 2,603,717 Associates 287, ,073 1,760 10, , ,907 Unallocated assets 359, ,096 Total assets 4,016,592 3,274,720 Segment liabilities (294,100 (95,056 (38,811 (28,662 (177,879 (174,014 - (32,258 - (2,573 (510,790 (332,563 Unallocated liabilities (2,062,930 (1,600,074 Total liabilities (2,573,720 (1,932,637 Other segment items Capital expenditure 263, ,266 4,387 3,886 10,498 4,864-18, , ,646 Depreciation 14,660 13,175 2,165 1,200 3,861 3,438-4, ,860 23,383 Amortisation 3,488 3, ,497 4,109 Impairment charge 19, ,

143 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 4 Segment information (continued At 31 December 2004, the Group is organised on a national basis into three main business segments: Real estate development & leasing the development, sales and leasing of properties; Modern logistics rendering logistics service and trading of goods; Hotel operation the operation and management of hotels, travel agency and club; and Other operations of the Group mainly comprise of production and sales of textiles, vehicle repair and maintenance service and consultancy services, neither of which are of a sufficient size to be reported separately. Sales or other transactions between the business segments are properly eliminated in consolidated financial statements. Unallocated costs represent corporate expenses. Segment assets consist primarily of property, plant and equipment, property under development, land use rights, inventories, receivables and operating cash, and mainly exclude investments. Segment liabilities comprise operating liabilities and exclude items such as taxation and certain corporate borrowings. Capital expenditure comprises additions to property, plant and equipment, property under development and land use rights, including additions resulting from acquisitions through business combinations. Apart from the disposal of a parcel of land in Canada that was recorded under property under development for a consideration of CAD 9,999,999 (equivalent to Rmb 67,166 thousand, the Group s three main business segments are managed predominately in the PRC for Hence, no segmental analysis by geographical areas is further provided. 5 Discontinuing operation / Disposal of Medical Segment On 31 December 2003, the Company entered into an agreement with an independent third party to sell 82% of equity interests in Shanghai Jinghe Investment Management Co., Ltd. ( Jinghe for a consideration of Rmb 49,000 thousand. Jinghe is an investment holding company that holds controlling interests in the Group s subsidiaries under the segment of medication and medical treatment ( the Medical Segment. Gain from the disposal is expected to be Rmb 1,048 thousand based on the agreed price. The transaction has been concluded as at 31 January 2004 after payment has been received and control transferred. The disposal is consistent with the Group s long-term strategy to focus its activities in the areas of real estate development, leasing and modern logistics, and to divest unrelated activities. The sales, results, cash flows and net assets of the Medical Segment and Jinghe for 2003 prior to the dispoal were as follows: 2003 Sales 87,886 Operating costs (74,324 Profit before tax 12,233 Income tax expense (1,073 Cash outflow used in operating activities (4,686 Cash outflow used in investing activities (28,933 Cash inflow from financing activities 8,602 At 31 December 2003 Total assets 171,702 Total liabilities (80,

144 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated The remaining equity in interests in Jinghe held by the Group was transferred to available-for-sale investments on 1 January 2004 (Note Profit from operations The following items have been charged or credited in arriving at profit from operations: Notes Depreciation of property, plant and equipment 13 investment property 9,368 6,169 other property, plant and equipment 11,492 17,214 (Reversal/provision for impairment loss of property, plant and equipment 13 (13, (Gains/losses on disposal of property, plant and equipment (585 4,401 Amortisation of land use rights 14 3,476 3,407 Amortisation of goodwill Operating lease rentals payable - property 2,133 3,207 Losses on disposal of subsidiaries ,679 Losses on disposal of associates 16(c 2, Gains on sale of available-for-sale investments 7 (60,682 (37,482 Trading investments fair value gains (2,569 (17,981 losses on disposal ,443 Property under development cost of sales 115,579 35,461 reversal for impairment loss 20 (6,395 - Inventory cost of inventories recognised as expense 197, ,304 (Reversal/provision of inventory write-down (1, Provision /(reversal of bad and doubtful debts 17,780 (5,154 Staff costs 9 33,979 35,

145 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 7 Other operating income Gains on disposal of available-for-sale investments 60,682 37,483 Reversal of impairment losses for buildings 13,342 - Government grants 4,935 5,675 Consultancy service income Gains on disposal of property, plant and equipment Sale of raw materials - 3,835 Others ,813 48,613 8 Finance costs - net Interest expenses on bank borrowings (87,459 (69,137 Less: Interest capitalised 28,405 4,267 Total finance expenses (59,054 (64,870 Dividend income 4,400 12,914 Interest income bank deposit 6,864 3,078 funding to other parties 826 7,561 entrusted investment - 4,501 Total finance income 12,090 28,054 Net foreign exchange losses (14 (26 Bank charges (170 (120 (47,148 (36,962 9 Staff costs Wages and salaries 25,177 25,433 Pension costs - government pension scheme 2,739 2,986 Other social security costs 2,440 2,342 Other employee welfares 3,623 5,098 33,979 35,859 Average number of employees of the Group during the year full time 881 1,063 part time

146 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 10 Income tax (credit/expense Current tax charge 12, Deferred tax credited (Note 18 (17,613 (2,006 Share of tax of associates (Note 16 2,381 2,465 (2,828 1,351 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 tax can be reconciled as follows: Profit before tax 102,575 27,739 Income tax calculated at a tax rate of 15% 15,386 4,161 Effect of different tax rates for certain subsidiaries and associates (258 (1,381 Tax effect of income not subject to tax (2,015 (2,601 Tax effect of expenses not deductible for tax purposes 1, Unrecognised tax losses 3,102 4,787 Utilisation of previously unrecognised tax losses (5,033 (4,093 Previously unrecognised temporary differences (15,113 - Income tax (credit/expense (2,828 1, Earnings per share The calculation of earnings per share is based on the net profit for the year of Rmb 103,852 thousand (2003: Rmb 24,773 thousand attributable to shareholders and the number of ordinary shares in issue for the year of 745,058 thousand (2003: 745,058 thousand. The diluted earnings per share is the same as the basic earnings per share because there is no dilutive potential shares outstanding during the year. 12 Dividends According to the board resolution dated 1 April 2005, no dividend in respect of 2004 is to be proposed (2003: nil, which is subject to the passing of resolutions to be considered at the Company s forthcoming annual general meeting

147 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 13 Property, plant and equipment Buildings Investment property Plant and machinery Motor vehicles Furniture and office equipment Total Cost As at 1 January , ,204 64,685 18,064 12, ,705 Transfer in from property under development (Note 20-45, ,109 Additions 14, ,523 2,093 7,825 2, ,174 Transfer out due to disposal of subsidiaries (24,871 - (43,860 (1,924 (2,590 (73,245 Disposals (6,268 (59,508 (2,650 (2,549 (659 (71,634 As at 31 December , ,328 20,268 21,416 12, ,109 Aggregate depreciation and impairment losses As at 1 January ,109 17,676 23,447 10,212 8, ,429 Depreciation charges 6,488 9,368 2,413 1, ,860 Transfer out due to disposal of subsidiaries (2,750 - (13,925 (805 (685 (18,165 Impairment write-back (12,861 - ( (13,342 Disposals - (7,459 (2,033 (2,469 (586 (12,547 As at 31 December ,986 19,585 9,421 8,896 8, ,235 Net book value As at 31 December , ,743 10,847 12,520 4, ,874 As at 1 January , ,528 41,238 7,852 4, ,276 Cost As at 1 January , ,871 34,514 12,257 12, ,216 Additions 26,109-11,633 6,147 3,029 46,918 Transfer in from property under development (Note 20-71, ,069 Transfer in due to acquisition of subsidiaries 10,260-20, ,549 Transfer out due to disposal of subsidiaries (3,132 - (117 (299 (290 (3,838 Disposals (20,941 (3,736 (1,651 (502 (2,379 (29,209 As at 31 December , ,204 64,685 18,064 12, ,705 Aggregate depreciation and impairment losses As at 1 January ,659 12,751 11,897 9,752 9, ,240 Depreciation charges 9,010 6,169 6, ,256 23,461 Impairment charge Transfer in due to acquisition of subsidiaries 1,000-6, ,721 Transfer out due to disposal of subsidiaries (705 - (98 (184 (244 (1,231 Disposals (2,855 (1,244 (1,208 (341 (1,992 (7,640 As at 31 December ,109 17,676 23,447 10,212 8, ,429 Net book value As at 31 December , ,528 41,238 7,852 4, ,276 As at 1 January , ,120 22,617 2,505 2, ,

148 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 13 Property, plant and equipment (continued Leased assets included in the above movements, where the Group is a lessor, comprise investment property leased to third parties under operating leases: Cost 468, ,204 Accumulated depreciation (19,585 (17,676 Net book value 448, ,528 Bank borrowings (Note 26 are secured on properties to the value of Rmb 478,074 thousand (2003: Rmb 66,469 thousand. The application of the legal title documents in respect of the transfer of the ownership of investment properties with a net book value of approximately Rmb 248,579 thousand as at 31 December 2004 (2003: nil is still in progress. 14 Land use rights Cost As at 1 January 186, ,565 Acquisition of subsidiaries - 4,482 Acquisition for owned property 18, Transfer from property under development (Note 20 8,948 27,203 Disposals (33,332 (14,355 As at 31 December 180, ,030 Accumulated amortisation As at 1 January 11,227 8,053 Acquisition of subsidiaries Amortisation charges 3,476 3,407 Disposals (3,029 (361 As at 31 December 11,674 11,227 Net book value As at 31 December 168, ,803 As at 1 January 174, ,512 Bank borrowings (Note 26 are secured on land use right to the net book value of Rmb 52,109 thousand (2003: Rmb 21,849 thousand

149 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 15 Intangible assets Goodwill Negative goodwill Total Cost As at 1 January ,038 (1,928 3,110 Disposal of subsidiaries (4,319 - (4,319 As at 31 December (1,928 (1,209 Accumulated amortisation As at 1 January ,185 ( Amortisation charges 66 (45 21 Disposal of subsidiaries (1,047 - (1,047 As at 31 December (255 (51 Net book value As at 31 December (1,673 (1,158 As at 1 January ,853 (1,718 2,135 Goodwill Negative goodwill Total Cost As at 1 January ,847 (1,928 3,919 Disposal of subsidiaries (809 - (809 As at 31 December ,038 (1,928 3,110 Accumulated amortisation As at 1 January ( Amortisation charges 747 ( Disposal of subsidiaries (97 - (97 As at 31 December ,185 ( Net book value As at 31 December ,853 (1,718 2,135 As at 1 January ,312 (1,763 3, Investment in associates As at 1 January 286,907 93,334 Share of results before tax (Note 16(a 28,634 18,076 Share of tax (Note 10 (2,381 (2,465 Dividends received (12,478 - Acquisition of associates - 65,780 Transfer from available-for-sale investments - 128,894 Transfer to investments in subsidiaries - (14,841 Disposal of associates (Note16(c (11,215 (1,871 As at 31 December 289, ,907

150 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 16 Investment in associates (continued (a (b The share of results before tax includes Rmb 1,257 thousand (2003: Rmb 1,257 thousand representing the amortisation of negative goodwill in respect of acquisition of associates. Investments in associates at 31 December 2004 include negative goodwill of Rmb 10,060 thousand, net of accumulated amortisation of Rmb 2,514 thousand (2003: negative goodwill of Rmb 11,317 thousand, net of accumulated amortisation of Rmb 1,257 thousand. Particulars of the associates, all of which are all unlisted limited companies established and operating in the PRC, are: Name of associates Principal activities % interest held Shanghai Wai Gaoqiao Free Trade Zone Xin Development Co., Ltd. Shanghai Wai Gaoqiao Free Trade Zone 3U Development Co., Ltd. Property development in Wai Gaoqiao Free Trade Zone and other activities Property development in Wai Gaoqiao Free Trade Zone and other activities Shanghai Gao Hui Textile Co., Ltd. Manufacture and sale of textile products 30 Shanghai Yifeng Property Development Co., Property development 30 Ltd. Shanghai Wai Gaoqiao Motor Vehicle Trading of motor vehicle 20 Trading Market Co., Ltd. Shanghai Wai Gaoqiao Logistics Centre Co., Ltd. Logistics and warehousing Shanghai Fuqiao Logistics Management & Consultancy Co., Ltd. Rendering of consultancy service 85 (c During 2004, the Group disposed three associated companies. A net loss of Rmb 2,783 thousand was reported as a result of the disposals. 17 Available-for-sale investments As at 1 January 180, ,927 Revaluation surplus transfer to equity 40,600 - Tansfer in due to disposal of Jinghe (Note 5 10,526 - Transfer to investments in associates - (128,894 Disposal of unlisted legal person shares in a listed company (15,400 (13,016 As at 31 December 215, ,017 Equity securities at fair value Unlisted companies 138, ,813 Unlisted legal person shares of listed companies 77,404 31, , ,

151 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 18 Deferred income taxes Deferred income taxes are calculated on temporary differences under the liability method using a principal tax rate of 15% (2003: 15%. The movement on the deferred tax account is as follows: As at 1 January 4,789 2,783 Tax credited to income statement (Note 10 17,613 2,006 Tax charged to equity (6,090 - As at 31 December 16,312 4,789 Deferred tax assets and deferred tax credit/(charge in the consolidated income statement are attributable to the following items: 2003 Addition /(deduction 2004 Deferred tax items: Deferred government grants 4,789-4,789 Asset impairment provisions - 17,613 17,613 Fair value gains - (6,090 (6,090 Net deferred tax assets 4,789 11,523 16,312 Deferred tax assets have not been recognised in respect of the following items: Tax losses 141, ,948 Deductible temporary differences 28, , , ,321 The tax losses will expire between 2005 and The deductible temporary differences will not expire under current tax legislation. The above deferred tax assets have not been recognised because it is not probable that future taxable profit will be available against which the Group can utilise the benefits therefrom. 19 Other non-current assets Long term receivables from disposal of a parcel of land in Canada (Note 4 13,616 - Prepaid rentals 7,150-20,

152 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 20 Property under development Cost As at 1 January 1,220,566 1,142,279 Additions 556, ,639 Transfer to investment property (Note 13 (45,109 (71,069 Transfer to land use rights (Note 14 (8,948 (27,203 Disposals (115,579 (5,080 As at 31 December 1,607,629 1,220,566 Impairment loss As at 1 January 6,395 6,395 Impairment write-back (6,395 - As at 31 December - 6,395 Net book value As at 31 December 1,607,629 1,214,171 As at 1 January 1,214,171 1,135,884 Bank borrowings (Note 26 are secured on properties to the value of Rmb 654,109 thousand (2003: Rmb 299,280 thousand. Borrowing costs of Rmb 28,405 thousand (2003: Rmb 4,267 thousand, arising on financing entered into for the construction of new properties, were capitalised at a rate ranging from 4.38% to 4.72% (2003: 4.78% per annum during the year and are included in Additions in the above movement. 21 Inventories Merchandise 8,096 4,449 Raw materials 560 4,482 Low cost consumables and package materials Work in progress - 38,163 Finished goods - 7,347 8,750 54, Receivables and prepayments Trade receivables 44,595 27,947 Notes receivable - 18,615 Less: Provision for impairment of receivables (427 (1,540 Trade receivables and notes receivable net 44,168 45,022 Prepayments and other receivables 263, ,192 Less: Provision for impairment of receivables (73,332 (54,438 Prepayments and other receivables net 190, ,

153 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 22 Receivables and prepayments (continued 234, ,776 Concentrations of credit risk with respect to trade receivables are limited due to the Group s large number of customers, who are nationally dispersed, cover the spectrum of manufacturing and distribution and have a variety of end markets in which they sell. Due to these factors, management believes that no additional credit risk beyond amounts provided for collection losses is inherent in the Group s trade receivables. Included in prepayments and other receivables is an amount of Rmb 103,369 thousand receivable from an independent management company in respect of entrusted designated investment. In 2003, the Company entered into two separate agreements with original investment value totalling Rmb 110,000 thousand with Shanghai Zhongjing Investment Management Co., Ltd. ( Zhongjing, who failed to return the entrusted amounts upon expiration of the agreements. The directors made a provision of Rmb 51,684 thousand for the entrusted investment as at 31 December In 2003, the Company took legal actions against Zhongjing and Shanghai Ange Investment (Group Co., Ltd. ( Ange, the shareholder of Zhongjing to recover the amount. According to the decision of the People s Intermediate Court in Shanghai on 12 March 2004, Zhongjing shall return Rmb 96,745 thousand to the Company and Ange shall assume joint civil obligations for Zhongjing up to a limit of Rmb 97,320 thousand. The Company has yet to receive this payment up to the date when the consolidation financial statements are authorised for issue. The directors are of the opinion that there is uncertainty in the recoverability of the amount taking into account the severe delay in executing court decision as well as the complexity of this case. A further Rmb 20,574 thousand provision was made against the amount due from Zhongjing for the year ended 31 December Trading investments Domestically listed Renminbi ordinary shares (A shares 3,868 38,353 Domestically listed foreign shares (B shares 3,792 5,449 Securities Investment Funds 2, HK listed equity securities (H shares 1,382 1,487 11,048 45,302 The trading investments are traded in active markets and are valued at market value at the close of business on 31 December by reference to exchange quoted bid prices. Trading investments are classified as current assets because they are expected to be realised within twelve months of the balance sheet date. In the cash flow statement, trading investments are presented within the section on operating activities as part of changes in working capital (Note 33. In the income statement, changes in fair values of trading investments are recorded in other operating expenses (Note Cash and bank balances Cash at bank and in hand 301, ,515 Cash held with non-banking financial institutions 221, ,224 Short term bank deposits 7,702 12, , ,

154 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated Bank borrowings (Note 26 are secured on a short-term bank deposit to the value of Rmb 1,655 thousand (2003: Rmb 1,655 thousand. 24 Cash and bank balances (continued For the purposes of the cash flow statement, the cash and cash equivalents are determined as follows: Cash and bank balances 530, ,521 Less: short term bank deposit with original maturity over 3 (4,097 months (12, , , Trade and other payables Advance from customers 153,375 17,136 Trade payables 69,435 61,335 Other payables 62,795 39,923 Accrued expenses 7,869 2,486 Salary and welfare payables 5,831 6,043 Other surtax payables 4,549 2,884 Notes payable - 6, , , Bank Borrowings Current 2,224,584 1,744,087 Non-current - 20,000 2,224,584 1,764,087 (a (b The bank borrowings include secured bank borrowings in a total amount of Rmb 661,435 thousand (2003: Rmb 496,611 thousand. As at 31 December 2004, the bank borrowings are secured over certain properties, land use right, available-for-sale investments and short-term bank deposit of the Group (Note 13, 14, 20 and 24. The weighted average effective interest rates of bank borrowings at the balance sheet date are 4.41% (2003: 4.25%

155 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 26 Bank Borrowings (continued (c As at 31 December 2004, the Group has undrawn committed borrowing facilities of Rmb 328,060 thousand (2003: Rmb 170,000 thousand. 27 Government grants As at 31 December 2004, government grants mainly represented Rmb 31,926 thousand of subsidies received relating to the purchase of land use rights (2003: Rmb 31,926 thousand. In return, the Group has committed to developing properties on the land acquired in the years to come. Government grants will be credited to the income statement over the expected development period of the properties on the land. 28 Contingent liabilities As at 31 December 2004, the Group had contingent liabilities in respect of bank guarantees arising in the ordinary course of business from which it is anticipated that no material liabilities will arise. In the ordinary course of business the Group has given guarantees to the extent of Rmb 837,000 thousand (2003: Rmb 964,000 thousand to third parties and Rmb 120,000 thousand to an associated company (2003: Rmb 120,000 thousand. 29 Commitments (a Capital commitments Capital expenditures contracted for at the balance sheet date but not recognised in the financial statements are as follows: Property, plant and equipment 82,059 4,455 Property under development 61, , , ,637 (b Operating lease commitments where the Group is the lessee The future aggregate minimum lease payments under non-cancellable operating leases are as follows: Not later than 1 year 2,838 3,848 Later than 1 year and not later than 5 years 8,787 13,543 Later than 5 years 7,822 13,839 19,447 31,

156 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 29 Commitments (continued (c Operating lease commitments where the Group is the lessor The future aggregate minimum lease receipts under non-cancellable operating leases are as follows: Not later than 1 year 51,075 32,570 Later than 1 year and not later than 5 years 117,360 67,363 Later than 5 years 104,031 23, , , Share capital Authorised, issued and fully paid: Unlisted share of Rmb 1 each: Promoters shares 490, ,050 Listed shares of Rmb 1 each: Domestically listed Renminbi ordinary shares (A shares 54,450 54,450 Domestically listed foreign shares (B shares 200, , , ,058 All promoters shares, A shares and B shares are registered ordinary shares and carry equal rights. 31 Minority interests As at 1 January 57,699 31,876 Share of net profit of subsidiaries 1,551 1,615 Acquisition 2,800 39,201 Disposal (41,924 (14,688 Dividends paid - (305 As at 31 December 20,126 57,

157 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 32 Reserves (a Statutory accumulation fund and statutory welfare fund The PRC Company Law requires a company to appropriate 10 percent of its net profit for the year computed to in accordance with the PRC accounting regulations (after offsetting any prior years losses to the statutory accumulation fund. When the balance of such fund reaches 50 percent of the company s registered share capital, any further appropriation is optional. The statutory accumulation fund can be utilised to offset prior years losses or for issuance of bonus shares. However the fund shall be maintained at a minimum of 25 percent of registered share capital after any such issuance. The PRC Company Law also requires a company to appropriate between 5 percent and 10 percent of its net profit for the year computed in accordance with the PRC accounting regulations to the statutory welfare fund. The fund shall be utilised for the collective benefit or the workforce, including the provision of staff quarters or housing. No other distribution shall be made from the fund other than upon liquidation of the company. A resolution at the Board of Directors meeting, dated 1 April 2005, appropriated 10% (2003: nil of net profit for the year ended 31 December 2004 to statutory accumulation fund and 5% (2003: nil to statutory welfare fund. (b Discretionary accumulation fund The appropriation of profits to the discretionary accumulation fund and the distribution of dividends in each year are based on the recommendations of the Board of Directors and are subject to the passing of resolutions to be considered at the Company s annual general meeting to be held subsequent to each year end

158 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 33 Cash generated from operations Net profit 103,852 24,773 Adjustments for: Minority interests 1,551 1,615 Income tax (credit/expense (2,828 1,351 Depreciation 20,860 23,383 Amortisation of land use rights 3,476 3,407 Amortisation of goodwill Impairment write-back (571 (3,286 Amortisation of other long term assets 12,821 - (Gains/losses on disposal of property, plant and equipment (7,839 4,401 Losses on disposal of subsidiaries 673 5,679 Losses on disposal of associates 2, Gains on disposal of available-for-sale investments (60,682 (37,482 Interest income (7,690 (15,140 Dividend income (4,400 (12,914 Interest expense 59,054 64,780 Share of results of associates before tax (28,634 (18,076 Operating profit before working capital changes 92,447 43,557 Increase in properties under development (447,515 (119,768 Increase in properties held for sale (161,747 - Decrease/(increase in inventories 46,235 (23,045 (Increase/decrease in receivables and prepayments (57,016 72,590 Decrease in trading investments 34,131 72,938 Increase/(decrease in trade and other payables 209,951 (4,719 Cash (used in/generated from operations (283,514 41, Related party transactions Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are under common control. (a Name of related companies and relationship other than associates of the Group Name Shanghai Wai Gaoqiao (Group Co., Ltd. Shanghai Wai Gaoqiao Free Trade Zone United Development Co., Ltd. Relationship Holding company Fellow subsidiary The Company regards Shanghai Wai Gaoqiao (Group Co., Ltd. as its ultimate holding company

159 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 34 Related party transactions (continued (b Related party transactions During the year ended 31 December 2004, the Group had the following material transactions with related parties: (i Sales of property and services Sales to the related parties were carried out on commercial terms and conditions and at market prices Provision of leasing services: Shanghai Wai Gaoqiao Free Trade Zone 3U Development Co., Ltd. 10,203 10,203 Shanghai Changhong Warehouse Transport and Material Co., Ltd. 4,702 4,440 Shanghai Wai Gaoqiao Free Trade Zone Motor Vehicle Trading Market Co., Ltd. 4,602 3,258 19,507 17,901 Payment of management fee: Shanghai Wai Gaoqiao (Group Co., Ltd. 1,500 - (ii Exchange of investment properties The Group sold two warehouses to Shanghai Wai Gaoqiao Free Trade Zone United Development Co., Ltd. in exchange for two similar warehouses in No gain or loss has been recognised on the transaction, and hence cost of the warehouses acquired has been stated at the carrying amount of the assets given up at Rmb 75,960 thousand

160 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 34 Related party transactions (continued (c Related party balances As at 31 December 2004, the Group had the following balances with related parties: Amounts due from fellow companies Shanghai Wai Gaoqiao Free Trade Zone United Development Co., Ltd. 6,863 22,530 Amounts due from associates Shanghai Wai Gaoqiao Motor Vehicle Trading Market Co., Ltd Shanghai Wai Gaoqiao Free Trade Zone Xin Development Co., Ltd. 7 2,108 Shanghai Yifeng Property Development Co., Ltd. - 27,160 Amounts due to holding company Shanghai Wai Gaoqiao (Group Co., Ltd. 1,500 - Amounts due to associates Shanghai Wai Gaoqiao Free Trade Zone 3U Development Co., Ltd Shanghai Wai Gaoqiao Free Trade Zone United Development Co., Ltd

161 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 35 Principal subsidiaries (a The Group s principal subsidiaries are as follows: Name of subsidiaries Principal activities % interest held Shanghai Wai Gaoqiao Free Trade Zone Jiuyi Material and Trade Co., Ltd. Trading, warehousing and transportation Sun Golden Co., Ltd. Trading Shanghai Wai Gaoqiao Keepgrand Hotel Co., Ltd. Hotel operation Shanghai Wai Gaoqiao All Suite Hotel Co., Ltd. Hotel operation Hangzhou Qian Dao Hu Outer Gaoqiao Hotel Co., Ltd. Hotel operation Kunshan Gaohong Textile Co., Ltd. Shanghai Wai Gaoqiao Free Trade Zone Yinglun Oil Trading Co., Ltd. Shanghai Wai Gaoqiao Free Trading Zone Fute Oil Trading Co., Ltd. Shanghai Pudong Wai Gaoqiao Danzhou Trading Co., Ltd. Shanghai Wai Gaoqiao International Logistics Development Co., Ltd. Manufacture and sale of textile products - 70 Trading Trading Trading - 70 Rendering of logistics service Shanghai Sun Gold Imp. & Exp. Co., Ltd. Trading and logistics Shanghai Wai Gaoqiao Real Estate Co., Ltd. Real estate development Shanghai Tripod Catering Service Co., Ltd. Catering service Shanghai Wai Gaoqiao International Merchandise exhibition & trading centre Co., Ltd. Merchandise exhibition 90 - Changshu Wai Gaoqiao Real Estate Co., Ltd. Real estate development 90 - Shanghai Wugao Property Management Co., Ltd Property management 70 - All subsidiaries are incorporated in mainland China, except for Sun Golden Co., Ltd., which is incorporated in Hong Kong

162 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated 35 Principal subsidiaries (continued (b Acquisitions Following an acquisition of 18% equity interest in Shanghai Wai Gaoqiao Real Estate Co., Ltd. on 1 July 2004 from an independent third party, the Group holds up to 88% equity interests of the respective company. The Group established three subsidiaries during 2004, namely: Shanghai Wai Gaoqiao International Merchandise Exhibition & Trading Centre Co., Ltd., 90% owned; Changshu Wai Gaoqiao Real Estate Co., Ltd., 90% owned and Shanghai Wugao Property Management Co., Ltd., 70% owned. (c Disposals Apart from disposal of the Medical Segment (Note 5, the Group disposed two subsidiaries as below during 2004: Kunshan Gaohong Textile Co., Ltd.; Shanghai Wai Gaoqiao Danzhou Trading Co., Ltd. Loss on disposal of these subsidiaries has been disclosed in Note

163 SHANGHAI WAI GAOQIAO FREE TRADE ZONE DEVELOPMENT CO., LTD. SUPPLEMENTARY INFORMATION FOR THE YEAR ENDED 31 DECEMBER 2004 (All amounts are stated in Renminbi thousand Yuan unless otherwise stated IMPACT OF IFRS ADJUSTMENTS ON NET PROFIT AND NET ASSETS Net profit for the year Net assets as at 31 December As reported in the statutory accounts of the Group prepared in accordance with PRC accounting standards and regulations 76,482 25,014 1,364,125 1,287,643 IFRS adjustments: Recognition of acquisition cost of investment in associates (5,571 6,370 24,029 29,600 Government grants related to the acquisition of property under development - (13,373 (31,926 (31,926 Pre-operating expenses adjustments (5,672 4,756 (11,394 (5,722 Fair value of available-for-sale investments 21,000-61,600 - Deferred tax assets recognised 17,613 2,006 16,312 4,789 As reported under IFRS 103,852 24,773 1,422,746 1,284,384