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1 OO

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4 Shanghai Zhenhua Port Machinery Co.,Ltd. 2 A A A B B B 3 zpmc@public.sta.net.cn 4 5 zpmc@public.sta.net.cn zpmc@public.sta.net.cn

5 : : 9,651,158,313 8,088,618,287 9,037,357, ,307,232,610 6,340,391,198 7,488,372, ,139,556,531 10,828,538,152 11,955,452, ,933,938,070 3,487,064,467 3,465,996, ,174, ,060, ,125, ,867, ,209, ,274, % ,184,476, ,266, ,266, , : : 3,848,387-1,712, , ,306, : : %

6 2005 : 1 517,000, ,500, ,500, ,112, ,556, ,668, ,888,000 97,944, ,832, ,000, ,500, ,500, ,280, ,140, ,420, ,000, ,000, ,000, ,280, ,140, ,420,000 1,027,280, ,640,000 1,540,920, ,027,280, ,640, ,640, (2005) ,060 2 : ( ) (%) ( ) 0 321,112,

7 2005 ZHEN HUA ENGINEERING COMPANY LIMITED 0 192,225, TOYO SECURITIES ASIA LTD. A/C CLIENT -1,999,644 16,504, ,792 12,218, ,899,900 10,999, HKSBCSB S/A-BANQUE INT.A LUXEMBOURG S/A HSBC GLOBAL INV. FUNDS CHINESE EQUITY 0 10,536, NIKKOCITI TRUST AND BANKING CORPORATION S/A RE: JF CHINA 500,000 9,705, MOTHER FUND (716000) HSBC CHINA MOMENTUM FUND 5,532,214 9,220, ,065,812 8,200, ,000 8,042, : (1) ZHEN HUA ENGINEERING COMPANY LIMITED ( ) ( ) (2) (3) A B A BH TOYO SECURITIES ASIA LTD. A/C CLIENT 16,504,069 B 12,218,586 A 10,999,900 A HKSBCSB S/A-BANQUE INT.A LUXEMBOURG S/A HSBC GLOBAL INV. FUNDS CHINESE EQUITY 10,536,156 B NIKKOCITI TRUST AND BANKING CORPORATION S/A RE: JF CHINA MOTHER FUND (716000) 9,705,000 B HSBC CHINA MOMENTUM FUND 9,220,424 B 8,200,234 A 8,042,242 A SCBHK A/C BONY S/A MATTHEWS INTL FUNDS - MATTHEWS DRAGON CENTURY CHINA FUND 7,896,382 B 50 7,291,643 A 7

8 2005 ( ) ( ) 4 8

9 ,,

10 2005 : : ,139,556,531 10,828,538,152 2,311,018, ,241,864, ,678, ,186, ,244,653 54,014, ,230, ,536, ,195, ,340, ,174, ,060, ,113, ,660,031 60,802,800 54,857, ,349,853 68,964,516-62,614, ,580, ,690, ,271, (1) (2) (3) (4) (5) (6) 1 (1) % 14% (2) 10% (10%) 10

11 2005 : : (%) (%) ,440,726,984 4,736,034, ,677, ,769, (3) : : () 1,631,854, ,515,954, ,447, ,626, ,906, ,846, ,768,238 (4) (5) : : 5,000,000 92,002,050 90,960 5,000,000 69,093,230 37,085 5,000,000 19,753,960 94,558 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 10,000 1,162,206, ,693 11

12 2005 ZPMC(M)SDN.BHD 100, ,000, ,617, ,322, 100,000, ,292, , ,690 85,058 2 : : 19,474 21,163 19,069 14,067 19,975 18, ,869 2,585 19,980 20,360 2,980 2,966 2,980 2, ,960 2,643

13 2005 6,403 6,403 96,690 85,058 35,000 / / 3 13

14 ,907, ,019, ,425, ,536, ,019, ,801, ,801, ,108, ,198,258 2,768, ,963, ,817, , ( ) 123,273,600 55,544, () 68,529,

15 2005 () 1,310, ,529, ,310, ,051,700 55% : : 0 4,174,487 / / 0 4,174, ,129, ,272, ,000,

16 % 5% 700,000 1)2004 A A ) ) ) )

17 ,854, ,357, ,120, ,624, ,213, ,934, ( 6) B B ) C A A20 ( C C A C B C A A B B B C C C A C A C A A B4 17

18

19 ( ) (, ) (1) 1,302,172,284 1,527,021,328 1,073,833,211 1,466,876,565 4,000,000 3,000,000 4,000,000 3,000,000 (2), (1) 2,072,493,623 2,142,606,848 2,132,318,963 2,193,310,483 (3), (2) 67,377,273 49,872, ,200, ,566,389 (4) 1,241,864, ,678,271 1,087,180, ,336,420 (5) 1,014,231, ,869,951 1,006,298, ,759,534 (6) 3,868,105,406 3,115,569,631 3,738,297,275 3,054,021,123 11,570,789-2,695,000-7) ( 69,342,532-69,342,532-9,651,158,313 8,088,618,287 9,349,166,570 8,094,870,514 (8), (3) 31,061,165 82,620, ,319,375 95,200,824 19,665, ,004,675,074 3,245,485,411 3,321,786,209 3,220,759,752 (1,049,248,822) (707,337,786) (810,097,838) (699,506,059) (9) 2,955,426,252 2,538,147,625 2,511,688,371 2,521,253,693 (10) 452,244,653 54,014, ,180,714 54,014,222 3,407,670,905 2,592,161,847 2,828,869,085 2,575,267,915 (11) 33,785,773 35,007,234 12,967,922 13,713,077 1,745, ,531,528 35,007,234 12,967,922 13,713,077 (12) 14,134,620 30,130,447 14,134,620 30,130,447 13,139,556,531 10,828,538,152 12,445,457,572 10,809,182,

20 ( ) () (, ) (13) 3,889,448,550 2,996,775,000 3,866,274,350 2,996,775,000 (14) 129,690, ,690,750 - (15) 1,168,760,000-1,168,760,000 - (16) 1,002,301, ,575, ,496, ,275,370 (16) 379,589, ,444, ,483, ,385,537 (6) 435,695, ,029, ,695, ,029, , ,510,308 7,731,737 5,927,806 4,808,822 (17) 123,273, ,273,600 - (18) 6,507,809 17,820,251 3,779,159 17,281,733 (16) 361,461, ,154, ,134, ,239,361 (19) 172,042, ,073, ,931, ,229,812 (21) 627,950, ,817, ,950, ,817,300 (20) - 85,650,515-85,650,515 8,307,232,610 6,340,391,198 7,955,396,837 6,318,492,844 22) ( 729,622, ,637, ,622, ,637,000 9,036,854,860 7,340,028,198 8,504,019,087 7,318,129, ,763,601 1,445, (23) 1,540,920,000 1,027,280,000 1,540,920,000 1,027,280,000 (24) 1,188,305,820 1,699,972,835 1,188,305,820 1,699,972,835 (25) 580,993, ,993, ,993, ,993, ,307, ,307, ,307, ,307,653 (26) 623,718, ,817, ,218, ,806,124 3,933,938,070 3,487,064,467 3,941,438,485 3,491,052,933 13,139,556,531 10,828,538,152 12,445,457,572 10,809,182,

21 ( ) (, ) ( ) ( ) (27), (4) 5,800,404,587 3,444,024,534 5,798,204,587 3,444,024,534 27), ( (5) (5,073,804,084) (3,065,486,456) (5,094,638,035) (3,078,620,958) (3,063,925) (342,399) (19,506) (263,249) 723,536, ,195, ,547, ,140,327 1,489,513 5,588, ,217 5,588,108 (10,771,268) (7,315,310) (10,771,268) (7,315,310) (115,660,031) (60,802,800) (94,089,379) (48,017,308) - (28) (6,349,853) (68,964,516) (3,284,849) (67,873,974) 592,244, ,701, ,144, ,521,843 (29), ( 6) 2,967, ,251 3,320,193 1,390,124 3,000, ,644 1,468, ,736 (4,713,331) (3,090,292) (4,556,509) (2,885,520) 593,499, ,202, ,376, ,322,183 (30) (25,005,002) (27,134,816) (24,690,512) (27,018,551) (320,288) (7,286) ,174, ,060, ,686, ,303, ,260,885 3,260, ( )

22 ( ) (, ) ( ) ( ) 568,174, ,060, ,686, ,303, ,817, ,025, ,806, ,902, ,991, ,086, ,492, ,206, ,991, ,086, ,492, ,206,226 - (182,600,000) - (182,600,000) (123,273,600) (91,300,000) (123,273,600) (91,300,000) 623,718, ,186, ,218, ,306,

23 ( ) (, ) 5,291,357,743 5,184,272, ,585, ,585, ,465,186 97,159,200 5,763,408,092 5,621,016,385 (6,287,733,161) (6,383,399,476) (224,545,300) (139,520,376) (52,691,149) (42,952,744) (382,915,387) (237,720,412) (6,947,884,997) (6,803,593,008) (1,184,476,905) (1,182,576,623) 226, , , ,105 8,794,139 7,984,522 9,312,567 8,502,950 - (140,051,700) (429,450,715) (403,772,038) (429,450,715) (543,823,738) (420,138,148) (535,320,788) 142,656, ,656,677-2,639,415,000 2,639,415,000 1,295,610,750 1,295,610,750 4,077,682,427 3,935,025,750 (2,582,797,700) (2,498,797,700) (112,850,109) (109,105,384) (2,695,647,809) (2,607,903,084) 1,382,034,618 1,327,122, (222,580,435) (390,774,745) - 6 -

24 ( ) () (, ) ,174, ,686, ,288-13,094,438 13,094, ,751, ,284,447 1,221, ,155 (332,191) (7,175,291) 357, , ,146, ,211,037 (2,967,406) (3,320,193) 15,995,827 15,995,827 (1,420,185,032) (1,365,884,754) (870,022,282) (829,883,064) 273,381, ,312,444 3,587,245 - (1,184,476,905) (1,182,576,623) ,294,948,466 1,066,609,393 (1,517,528,901) (1,457,384,138) (222,580,435) (390,774,745) - 7 -

25 ( ) ,895,857 54,895,857 15,358,675 15,358, ,254,532 70,254,532 43,159,432 43,159,432 15,358,675 15,358, ,518,107 58,518,107 11,736,425 11,736, ,736,425 11,736, ,681,012 19,681,012 1,584,150 1,584,150 (3,848,387) (3,848,387) 17,416,775 17,416,775 3,848,387 3,848, (3,848,387) (3,848,387) ,832,625 15,832,625 1,584,150 1,584, ,416,775 17,416,

26 ( )

27 ( )

28 (21) (21) (2005)1730 ( ) ( ) ( ) ( )

29 ( ) ( ) ( ) ( ) ( ) ( ) (1) (2) (3) (4) (5) - 8 -

30 ( ) ( ) () (6) (7) (1) (2) - 9 -

31 ( ) ( ) () (8) (9) (10)

32 ( ) ( ) () (10) () 0% - 30% 0% - 100% 50% - 100% 100% (11)

33 ( ) ( ) () (12) (1) (2)

34 ( ) ( ) () (13) 20%20% 20% 20% 20%20% 10 (14)

35 ( ) ( ) () (14) () % 4.5% % 2% 10 10% 9% 5 10% 18% 5 10% 18% 5 10% 18% /

36 ( ) ( ) () (15) (16)

37 ( ) ( ) () (17) (18) / / (19) (20) ( (12)) (21)

38 ( ) ( ) () (22) (23) (1995) % 10%

39 ( ) ( ) ,854, ,357, ,120, ,624, ,213, ,934,796 (i) 17% 17% 17% (ii) 3% 3%

40 ( ) ( ) () (iii) (1) 15% 70% 10% % 10% (2) (1991)166 (97) % (3) 33% (4) 33% (5) ( ) 17.5% (6) (1991)166 15% (7) (1991)166 15%

41 ( ) ( ) 5,000,000 4,500,000 90% - 5,500,000 4,950,000 90% - 5,000,000 3,500,000 70% - (3) ( ) 10, % - 120,000,000 66,000,000 55% - (4) 100,000,000 51,000,000 51% - (5) 1,000, ,000 90% 9% (1) 1,000, ,000 90% 5.5% (1) 1,000, ,000 90% 5.5% (1) ZPMC(M)SDN.BHD. 100, % - (1) 500, ,000-54% (2)

42 ( ) ( ) () (1) ZPMC (M) SDN. BHD. (2) % 10% (3) (i) ,302 (ii) ,028 94,558 94,558 (4) ,051,700 55%

43 ( ) ( ) () (i) ,917, , ,896,744 2,221, ,686, ,666, ,000, ,666, ,019,406 (ii) 89,051, ,019,406 (114,758,733) 140,260,673 (61,928,286) 78,332,387 10,719,

44 ( ) ( ) () (iii) 89,051, (182,545,075) (93,493,375) (iv) ,352, , ,322 (5) ,000,000 ( ) %

45 ( ) ( ) , ,323 1,278,219,092 1,514,424,328 23,814,657 12,449,677 1,302,172,284 1,527,021, ,212, ,057,803 11,256, ,259,989 2,277, ,063,775 3,147, ,349, , ,580,941 1,808, ,925, , , , ,271, ,302,172,284 1,527,021,328 (7,223,818) (9,492,427) 1,294,948,466 1,517,528,

46 ( ) ( ) () ,131,011,730 2,185,766,280 (58,518,107) (43,159,432) 2,072,493,623 2,142,606,848 (a) % % 2,073,514, (2,849,958) 2,124,908, ,857,247 1 (30,028,350) 30,028,350 1 (14,924,286) 21,987,034 1 (21,987,034) 27,176,236 1 (24,582,381) 3,652,765 - (3,652,765) 3,652,765 - (3,652,765) 2,131,011, (58,518,107) 2,185,766, (43,159,432)

47 ( ) ( ) () 2 () (a) () (1) APPA 3,652,765 (2) 19,860,372 PECEM 2,126,662 (3) 29,498,654 14,924,286 14,574, ,696 (4) 32,285,962 2,849,958 (b) (c) 5% (5%) 424,455,429 20%

48 ( ) ( ) () ,113,698 61,608,683 (11,736,425) (11,736,425) 67,377,273 49,872,258 (a) % % 48,579, ,831, ,027, ,155, ,300, (11,736,425) 11,977, (11,736,425) 205, , ,113, (11,736,425) 61,608, (11,736,425) 11,736, ,129,300 (b) (c) 5%(5%) 62,850,151 79%

49 ( ) ( ) () ,241,864, ,678,271 (a) (b) 5%(5%) ,031,648, ,702,576 : (17,416,775) (15,832,625) 1,014,231, ,869, ,832,625 1,584,150-17,416,

50 ( ) ( ) () 6 / ,599,577,033 5,006,577, ,361, ,985,770 (4,168,832,636) (2,321,993,831) 3,868,105,406 3,115,569, ,383,021 1,673,901,759 (66,081,833) (24,098,438) (489,605,768) (678,773,927) 435,695,420 (971,029,394) ( ) 17,099,315, ,919,

51 ( ) ( ) () ( 28) (69,342,532) ,000,000 (EUR/USD) ,000,000 (EUR/USD) ,000,000 (USD/RMB) ,000,000 (USD/RMB) ,000,000 (USD/RMB) ,150,000 (RMB/USD) ,325,000 (RMB/USD) ,075,000 (RMB/USD) ,573,300,000 (RMB/USD) ,000,000 (EUR/USD) ,000,000 (EUR/USD) ,000,000 (EUR/USD)

52 ( ) ( ) () (1) 6,566, ,000 - (3,791,278) - 3,475,097 (2) 68,133,473-4,062,800 (71,768,441) (427,832) - (3) 7,920, ,920,489 (4) - 20,559, (893,885) 19,665,579 82,620,337 21,259,464 4,062,800 (75,559,719) (1,321,717) 31,061,

53 ( ) ( ) () 8 () (1) 2005 () 2005 () 11 () % 3,500,000 (3,500,000) 3,791,278 (3,791,278) % 1,000,000-1,000, ,000, % 1,000, , ,000-1,000, % 1,000, , ,000-1,000,000 ZPMC (M) SDN. BHD % 4 (24,907) (24,903) - - (24,903) % 500, , ,000 7,000,004 (3,524,907) 6,566,375 (3,091,278) - 3,475,097 (23)

54 ( ) ( ) () 8 () (2) () % 67,040,000 (67,040,000) 68,133,473 4,062,800 (427,832) (71,768,441) ,113, ,267,983 (427,832) (7,273,112) 9,840,

55 ( ) ( ) () 8 () (3) ,120, % ( ) ,000 10% ( ) ,000 10% ( ) ,000,000 10% 7,920,

56 ( ) ( ) () 8 () (4) ,113, ,840,151 (427,832) (7,700,944) 9,412,319 10,719, ,719,313 (466,053) (466,053) 10,253,260 20,559,464 (893,885) (8,166,997) 19,665,

57 ( ) ( ) () ,860,514,995 1,012,359,625 66,305, ,510,959 18,793,883 3,245,485,411 1,637,810 4,336,196 66, ,119,352 3, ,163,206-6,876, ,876, ,000 55,332,108 3,818,219 38,856, ,882 98,492,378 - (2,578,717) (1,186,280) (276,820) (300,120) (4,341,937) ,862,299,805 1,076,325,228 69,004, ,209,660 18,836,295 4,004,675, ,667, ,049,681 35,445, ,134,803 7,040, ,337, ,277 2,995,984 39, ,113,210 1, ,852,103 42,668,629 44,231,804 4,135,333 37,513,993 1,201, ,751,601 - (2,109,313) (1,066,067) (249,138) (268,150) (3,692,668) ,037, ,168,156 38,555, ,512,868 7,975,624 1,049,248, ,587,262, ,157,072 30,448, ,696,792 10,860,671 2,955,426, ,628,847, ,309,944 30,859, ,376,156 11,753,648 2,538,147,

58 ( ) ( ) () ,000,000 53,879, ,275,880 (6,447,016) 164,708,086 90% ,400, ,109,315 28,954, ,063,939 99% 176,000, ,544,690-70,544,690 40% 450,000, ,132,586 (429,000) 27,703,586 95% 5 14,800, ,390,656-13,390,656 90% 15,700, ,000-8,224,907-8,359,907 99% 19,000, ,966,887-7,966,887 99% 850,000, ,561,875-7,561,875 99% 11 7,000, ,080,161-6,080,161 90% 17,000, ,910,593-3,910,593 98% ,000, ,060,502-5,060,502 30% 7,000, ,063,784-1,063,784 92% 3,500, , ,501 95% 10 3,400, ,355-30,355 99% 9 630, ,820-27,820 4% 4 5 5,800, ,691-24,691 99% 4 13,774, % 54,014, ,109, ,997,132 (6,876,016) 452,244, , , %( %) -37-

59 ( ) ( ) () / 50,224,331 (17,242,166) 33,790,075 - (807,910) 32,982, ,310,344 (6,559,011) 1,043,099 - (291,766) 751, ,264,850 (1,212,575) 174,060 - (121,785) 52, ,799,525 (25,013,752) 35,007,234 - (1,221,461) 33,785,

60 ( ) ( ) () ,134,620 30,130, ,889,448,550 2,996,775, ,900,000 11,000,000 ( ,000,000 ) 3.11% 5.12% ( %4.70%) ,690, ,955,417 ( ,409,205 ) -39-

61 ( ) ( ) () ,200,000,000 (34,080,000) - 1,165,920,000 2,840,000 1,168,760,000 [2005]131 ( ) ,000, ,200,000, (1) 7,100,254 5%(5%) (2) 5%(5%) -40-

62 ( ) ( ) () 16 () (3) ,196, ,023,369 24,207,721 9,898,313 8,667,286 1,834,920 ( ()(6)(e)) 4,174,487 44,808,006 2,763,960 3,515,722 ( ()(6)(e)) - 1,772,762 38,451,853 7,301, ,461, ,154,803 ( ) 5%(5%) ( ) 4,174,

63 ( ) ( ) () ( ) - 38,533,440-38,533,440-23,067,000-23,067, , ,560 B - 26,400,000-26,400,000 A - 34,833,600-34,833, ,273, ,273, (44,574,539) (43,674,165) 45,660,683 59,736,029 5,421,665 1,758,387 6,507,809 17,820, ,219, ,052,020 11,473,455 18,171,941 1,783,382 21,000,000 1,566,596 1,849, ,042, ,073,

64 ( ) ( ) () ,650, ( ()(6)(c)) 455,000, ,000, ,000, ,950, ,817, ,950, ,817, %6.03%( %6.03%) 20,000,000 ( ,200,000 ) -43-

65 ( ) ( ) () ,622, ,637, ,000, % 45,000, % 70,350, Libor+0.8% 397,272, % 70,000, % 34,000, % 31,000, % 46,000, % 729,622, ,272,000 ( ,272,000 ) ( ) ( ()(6)(c)) -44-

66 ( ) ( ) () ,112, ,556, ,668, ,888,000 97,944, ,832, ,000, ,500, ,500, ,280, ,140, ,420, ,000, ,000, ,000,000 1,027,280, ,640,000 1,540,920, ,027,280, ,640, ,640,000 (2005)

67 ( ) ( ) () ,570,853,966 - (513,640,000) 1,057,213,966-36,210,228 - (2,350,031) 33,860,197-88,151,793 2,350,031-90,501,824-4,756,848 1,972,985-6,729,833 1,699,972,835 4,323,016 (515,990,031) 1,188,305, ,307, ,307, ,378, ,993,974 (1) 10% 50% (2) 5%10% (3) -46-

68 ( ) ( ) () ,963,567 - ( ) 16,854, ,817, ,174,218 - (123,273,600) 623,718, ,027,280, ,273,600 ( 17) 27 (a) ( ) 5,440,726,984 3,137,475, ,677, ,549,424 5,800,404,587 3,444,024, ( ) 4,736,034,408 2,780,213, ,769, ,272,716 5,073,804,084 3,065,486,

69 ( ) ( ) () 27 () (b) ( ) ( ) ( ) 1,631,854,635 1,467,414, ,218, ,022,691 ( )(i) 1,515,954,733 1,280,278, ,298, ,397, ,447, ,103, ,313, ,405, ,626, ,453, ,150, ,661, ,906, ,654, ,313, ,690, ,846, ,714, ,729,551 75,308, ,768,238 95,184, ,800,404,587 5,073,804,084 3,444,024,534 3,065,486,456 (i) ( ) ( ) (c) 1,786,376,097 31% ( ) 106,831,675 73,636,263 (10,755,551) (11,918,142) 84,468,181 29,800,486 (117,695,877) (34,744,661) ( 15) 2,840,000 - ( )/ ( 7) (69,342,532) 9,607,199 10,003,957 2,583,371 6,349,853 68,964,

70 ( ) ( ) () ( ) ( 8) 4,062, ,942 (1) 226,323 1,051,969 ( 8) (1,321,717) (855,660) 2,967, ,251 1 ( ) ( ) ( ,314 9, , ( ) 46,653,634 27,134,816 (37,644,459) - ( 12) 15,995,827-25,005,002 27,134,816 (2000) ,644,

71 ( ) ( ) ()

72 ( ) ( ) ,190,837,070 2,236,469,915 (58,518,107) (43,159,432) 2,132,318,963 2,193,310,483 (a) % % 2,135,168, (2,849,958) 2,176,142, ,028,351 1 (30,028,350) 29,498,654 1 (14,924,286) 21,987,034 1 (21,987,034) 27,176,236 1 (24,582,381) 3,652,765 - (3,652,765) 3,652,765 - (3,652,765) 2,190,837, (58,518,107) 2,236,469, (43,159,432) -51-

73 ( ) ( ) () 1 () (a) () (1) APPA 3,652,765 (2) 19,860,372 PECEM 2,126,662 (3) 29,498,654 14,924,286 14,574, ,696 (4) 32,285,962 2,849,958 (b) (c) 5% (5%) 424,455,429 19% -52-

74 ( ) ( ) () ,937, ,302,814 (11,736,425) (11,736,425) 235,200, ,566,389 (a) % % 230,464, ,710, ,095, ,155, ,171,550 5 (11,736,425) 11,977,213 9 (11,736,425) 205, , ,937, (11,736,425) 139,302, (11,736,425) (b) (c) 5%(5%) 200,017,720 81% -53-

75 ( ) ( ) () (1) 19,146, ,820,137 1,972, ,787 - (893,885) 232,398,886 (2) 68,133, ,062,800 (71,768,441) (427,832) - (3) 7,920, ,920,489 95,200, ,820,137 1,972,985 4,415,587 (71,768,441) (1,321,717) 240,319,

76 ( ) ( ) () 3 () (1) 2005 () () % 4,500,000 3,478,749 7,896, ,864-7,978, % 4,950, ,879 5,112, ,377-5,145, % 3,500, ,469 3,791, ,191-3,857, % 900, , , % 900, , , % 900, , ,000 ( ) % - (475,593) (328,900) - - (146,693) - (475,593) ZPMC (M) SDN. BHD % 4 (24,907) (24,903) (24,903) % 160,820,137 1,264, ,820,137 1,972, ,527 (893,885) 162,084, % 51,000, ,521-51,000, ,521-51,132, ,470,141 4,928,745 19,146, ,820,137 1,972, ,787 (893,885) 232,398,

77 ( ) ( ) () 3 () (1) () ,113, ,840,151 (427,832) (7,700,944) 9,412,319 10,719, ,719,313 (466,053) (466,053) 10,253,260 20,559,464 (893,885) (8,166,997) 19,665,

78 ( ) ( ) () 3 () (2) () % 67,040,000 (67,040,000) 68,133,473 4,062,800 (71,768,441) (427,832) ,113, ,267,983 (427,832) (7,273,112) 9,840,

79 ( ) ( ) () 3 () (3) ,120, % ( ) ,000 10% ( ) ,000 10% ( ) ,000,000 10% 7,920,

80 ( ) 2005 ( ) () ( ) 5,440,726,984 3,137,475, ,477, ,549,424 5,798,204,587 3,444,024, ( ) 4,753,297,599 2,792,056, ,340, ,564,882 5,094,638,035 3,078,620, ( ) 4,415,587 1,193,815 ( 3) 226,323 1,051,969 (1) ( 3) (1,321,717) (855,660) 3,320,193 1,390,124 1 ( ) ( ) ( ,314 9, ,919-1-

81 ( ) 2005 ( ) (1) ( ) ( ) 19F CHINA - HARBOUR BLDG KING S RD NORTH POINT,HK ZPMC(M) Suite 1701, 17F, Wisma - SDN.BHD. Hamzah-Kong Hing No.1 Leboh Ampang Kuala Lumpur 52 () -2-

82 ( ) 2005 ( ) (2) ,345,490, ,345,490,000 ( ) 5,000, ,000,000 5,500, ,500,000 5,000, ,000,000 ( ) 10, ,000 90,000,000 30,000, ,000, ,000, ,000,000 1,000, ,000,000 1,000, ,000,000 1,000, ,000,000 ZPMC(M)SDN. BHD. 100, , , ,000 () -3-

83 ( ) 2005 ( ) (3) % % % % 321,112, ,556, % ,668, ( ) ( ) ( ) 50.33% (4) % % % % 4,500,000 90% ,500,000 90% 4,950,000 90% ,950,000 90% 3,500,000 70% ,500,000 70% 10, % , % ( ) ,000,000 51% ,000,000 51% ,000,000 55% ,000,000 55% 900,000 90% ,000 90% 900,000 90% ,000 90% 900,000 90% ,000 90% ZPMC (M) SDN.BHD. 100, % , % () -4-

84 ( ) 2005 ( ) (5) 18.71% 0.36% (6) (a) ,529, ,137,103 (b) ,310,281 6,669,018 (c) ( ) - 455,000, ,272,000 () (6) () -5-

85 ( ) 2005 ( ) (d) (e) 13,129, ( ) 4,174, ,808,006-1,772,762 4,174,487 46,580, (1) 1,248,647, ,941, (2) ,992,660 28,943,808-6-

86 ( ) 2005 ( ) ,956,000 14,037,667 15,364,280 11,562,613 15,616,222 11,416, ,839, ,030, ,775, ,047, ,822,059 34,240, ,151,866,873 ( ,315,115 ) -7-

87 ( ) 2005 ( ) (1) (2005) (2)

88 Shanghai Zhenhua Port Machinery Co. Ltd. Financial Statements and Audit Report 6 Months Period Till June 30, 2005 Shanghai Zhenhua Port Machinery Co. Ltd.

89 Financial Statements and Audit Report 6 Months Period Till June 30, 2005 Mailing Address: 11F PricewaterhouseCoopers Center 202 Hu Bin Road Shanghai People s Republic of China Telephone: +86 (21) Facsimile: +86 (21) Contents Page Report of the Auditors 3 Consolidated and Parent Company Balance Sheet 2-3 Consolidated and Parent Company Profit and Loss Statement 4 Consolidated and Parent Company Profit Distribution Statement 5 Consolidated and Parent Company Cash Flow Statement 6-7 Note to the Statements

90 REPORT OF THE AUDITORS Mailing Address: 11F PricewaterhouseCoopers Center 202 Hu Bin Road Shanghai People s Republic of China Telephone: +86 (21) Facsimile: +86 (21) PWC Zhongtian ShenZi (2005) No TO THE SHAREHOLDERS OF SHANGHAI ZHENHUA PORT MACHINERY CO., LTD. (Incorporated in the People s Republic of China with limited liability) We have audited the accompanying consolidated and parent company s balance sheets of Shanghai Zhenhua Port Machinery Co., Ltd. ( the Company ) and its subsidiaries ( the Group ) as of 30 Jun and the related consolidated and parent company s statements of income, cash flows and changes in shareholders equity for the 6 months ended by Jun. 30, These financial statements 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 financial statements present fairly, in all material respects, the financial position of the Group and the Company as of Jun. 30, 2005 and the results of the operations and the cash flows for the 6 months ended by Jun. 30, 2005 in accordance with enterprise accounting standards and Enterprise Accounting Systems nationally accepted. PricewaterhouseCoopers Zhongtian Public Certified Accountants Aug. 30, 2005 Certified accountants 3

91 Shanghai Zhenhua Port Machinery Co. Ltd. Financial Statements and Audit Report 6 Months Period Till June 30, 2005 (Monetary unit thousand yuan RMB, except for otherwise specified) I. General Information Shanghai Zhenhua Port Machinery (Group) Co., Ltd. ( the Company or Parent Company ) was established in Shanghai, on 8 September 1997 as part of an exercise to reorganise its predecessor, Shanghai Zhenhua Port Machinery Company Limited ( Zhenhua ), The Company, together with its consolidated subsidiaries (hereinafter the Group ) principally engages in such activities as of the design, manufacture, sale, and installation of port machinery, project vessels, steel structure and related spare parts and accessories; lease of selfmanufactured container cranes and sales of self-manufactured products; provide marine forwarding services with specific vessels for container cranes and engage in steel structure construction project. II. Accounting policies, accounting estimates and consolidated statements preparation method (1) Basis of preparation The financial statements are prepared in accordance with nationally accepted enterprise accounting standards and Enterprise Accounting System. (2) Accounting year Calendar year, from January 1 till December 31. (3) Monetary Currency Renminbi is the monetary currency. (4) Booking basis and pricing policies Booking is based on accrual basis; assets acquisition is priced according to real cost, otherwise will be specified in the notes. In case of asset devaluation incur, devaluation provision will be made. (5) Foreign currency translation Transactions denominated in foreign currencies are translated into Renminbi at the exchange rates stipulated by the People s Bank of China prevailing on the first day of the month in which the transactions took place. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into Renminbi at the exchange rates stipulated by the People s Bank of China. Exchange differences arising from these translations are taken to the income statement, with exception that gains/losses related to special foreign currency fund borrowing during fixed assets purchase period. 4

92 Shanghai Zhenhua Port Machinery Co. Ltd. Financial Statements and Audit Report 6 Months Period Till June 30, 2005 (Monetary unit thousand yuan RMB, except for otherwise specified) II. Accounting policies, accounting estimates and consolidated statements preparation method (Cont d) (6) Foreign currency statements translation All assets and liabilities in the foreign currency balance statements are translated into Renminbi at the exchange rate stipulated by the People s Bank of China on the date of the balance sheet. Shareholders equity are translated into Renminbi at the exchange rate stipulated by the Peoples Bank of China on the day of the transaction, except for undistributed profit, which is confirmed by the amount in the profit distribution statement after translation. Incomes statements of foreign entities are translated into Renminbi at average exchange rates for the year, differences thus occurred are taken into the translation difference item in the balance sheet. Cash flow statements are translated at the exchange rates ruling on balance sheet day. (7) Time foreign exchange arbitrage transaction This Group mainly engage in foreign-oriented business. To avoid foreign exchange risks, this Group signed time foreign exchange contracts with several banks. Time contracts are booked in real costs, and the fair value will be evaluated at the end of the period. Time foreign exchange contract is regarded as a derivative financial tool, and the ways to confirm the gains or losses from the end-of-period fair value evaluation are divided, based on whether applicable to arbitrage accounting, into: (i) (ii) Gains or losses from end-of-period fair value evaluation to time foreign exchange contracts not applicable to arbitrage accounting, are directly taken into the income statement. Time foreign exchange contracts consist of fair value arbitrage and cash flow arbitrage. Gains or losses from end-of-period fair value evaluation to time foreign exchange arbitrage contracts, are directly taken into the income statement. Gains or losses from end-of-period fair value evaluation to time foreign exchange contracts as cash flow arbitrage, are first booked into the arbitrage reserve in the shareholders equity. When the expected future transaction or the Company s promised items are realized and confirmed as asset or liability, the gains or losses in the arbitrage reserve in the shareholders equity will be transferred from the arbitrage reserve into income statement. 5

93 Shanghai Zhenhua Port Machinery Co. Ltd. Financial Statements and Audit Report 6 Months Period Till June 30, 2005 (Monetary unit thousand yuan RMB, except for otherwise specified) II. Accounting policies, accounting estimates and consolidated statements preparation method (Cont d) (8) Cash and cash equivalents For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand and deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less. Bank deposits with limits are not listed as cash or cash equivalents in the cash flow statements. (9) Short-term investment Short-term investments refer to stocks, bonds and fund investment that can be cashed and held less than 12 months, valued by the real investment cost at acquisition deducting not-yet collected but announced cash dividends or not-yet collected but calculated dividends interest. Income such as dividends interests received during short-term investment period directly offsets investment cost, except for the cash dividends or interests already into receivables. End of period valuation of short term investment is based on the lower of cost and market. The part of the market value less than cost is provided for short term devaluation provision. The short term investment devaluation provision is made based on the total investment by the end of the period. If the market value of the short term investment exceeds the book value, the devaluation will be returned within prior year confirmed devaluation loss. (10) Receivables and bad debts provision Receivables refer to receivable accounts and other receivables. The Group provides for possible bad debts. Receivables are shown in net value of real amount less bad debt provision. Provision of bad debts is made after careful assessment of the collectability of receivables. On the day of the balance sheet when receivables due according to contracts, the Group made special bad debt provision for difficult-to-collect items considering the reality and experience and years overdue in the following proportion range. 6

94 Shanghai Zhenhua Port Machinery Co. Ltd. Financial Statements and Audit Report 6 Months Period Till June 30, 2005 (Monetary unit thousand yuan RMB, except for otherwise specified) II. Accounting policies, accounting estimates and consolidated statements preparation method (Cont d) (10) Receivables and bad debts provision (Cont d) Years Overdue Proportion Within one year 0% - 30% Between one and two years 0% - 100% Between two and three years 50% - 100% Above three years 100% To the proven non-collectable receivables such as when debtors dissolved or bankrupt or insufficient assets to cover debts or insufficient cash flow, bad debt loss is confirmed and will offset accrued corresponding bad debt provision. In case of receivable transfer, mortgage or discount, when risk or reward related to receivables is in reality moved, the difference between the transaction amount and the moved receivables book value and related taxes is taken into current period income statement. (11) Stock Stock includes raw materials and purchased spare parts. Stock is booked in real cost at the time of acquisition. The cost of stock when delivered is calculated on the basis of weighted average. End of period stock is presented at the lower of cost or net realizable value. When stock cost higher than net realizable value, the part less than the net realizable value is provided as devaluation provision. Stock devaluation provision is made base on individual items when cost higher than net realizable value. The net realizable value of items in normal manufacturing process is calculated on the amount of estimated selling price deducting future cost, selling expenses and taxes till the completeness of the manufacture. 7

95 Shanghai Zhenhua Port Machinery Co. Ltd. Financial Statements and Audit Report 6 Months Period Till June 30, 2005 (Monetary unit thousand yuan RMB, except for otherwise specified) II. Accounting policies, accounting estimates and consolidated statements preparation method (Cont d) (12) Building contracts For customized large port equipment with fixed price, because the start and the finishing of the project are in different accounting years, the Company uses building-contract method to calculate the revenue and the cost. If the selling result of individual building contract can be reliably estimated, the revenue and expenses can be recognized in proportion of completeness on the day of balance sheet. Project progress proportion is made on the report day according to the revenue recognition stage stipulated in the contract. The Company confirmed the following 3 revenue recognition stages: Stage 1: body steel structure completed and erected; Stage 2: manufacturing, installation and initial testing completed, product ex-plant qualification certificate issued, shipping documents acquired, product ready to be shipped; Stage 3: product finally delivered after being checked and approved by purchaser, final delivery certificate issued by purchaser acquired. The company will analyze the building contracts completed in prior year and recognize progress proportion of each revenue recognition stage on the basis of the proportion of the cost of the revenue recognition stage in real total costs and recognize it as the progress proportion at various stages in current period. When individual building contract result is not able to be reliably estimated, the following methods are used: (i) (ii) When contract cost can be covered, contract revenue is recognized according to real contract cost that can be covered, contract cost is recognized as expenses in the period when cost incurs. When contract cost can not be covered, it can be recognized as expenses immediately when it incurs; no contract revenue is confirmed. When expected total contract cost exceeds total revenue, the expected losses should be immediately recognized as expenses in current period. When contract value is settled in installments, the settled installment is recognized as settled value, which will be transferred and set off with related accumulated costs and confirmed margin on the day of building contract completed. On the balance sheet day, when the addition of accumulated costs and confirmed margin exceeds the accumulated settled value, the difference is listed as completed but not yet settled item in current assets. Otherwise, it will be listed in settled but not completed item in current liabilities. 8

96 Shanghai Zhenhua Port Machinery Co. Ltd. Financial Statements and Audit Report 6 Months Period Till June 30, 2005 (Monetary unit thousand yuan RMB, except for otherwise specified) II. Accounting policies, accounting estimates and consolidated statements preparation method (Cont d) (13) Long term share investment Cost involved in long term share investment is booked in real payment amount. The Group adopts equity method when investment takes 20% or above in investee s total voting shares, or when the Group has great influence over investee s financial or operational decisions although the share is less than 20%; cost method is adopted when the Group takes less than 20% in investee s total voting shares, or when the Group can exercise no big influence over the investee s financial or operational decisions although the Group has 20% or above voting shares in the investee. In equity method for long term share investment, the difference when initial investment cost lower than equity enjoyable in the investee is calculated as capital reserve. The difference when initial investment cost higher than equity enjoyable in the investee is amortized in straight line method within the investment period but 10 years in maximum. In equity method, gains/losses of investment are recognized by the amount of investee s current period net profit or net loss share enjoyable or bearable. When investee announces dividends, long term share investment should be set off. In cost method, investment income is recognized at the time when investee announces dividends. Long term investment devaluation provision is made for the difference of the returnable amount lower than the book value, when expected return amount is lower than the book value and the lowered value is not possible to be recovered in foreseen future, due to worsened operating situations of the investee. (14) Valuation of fixed assets and depreciation Fixed assets consist of houses, buildings and equipments related to operation with rather high value, for use of at least above one year owned or held for manufacturing goods, providing service, leasing or business management. Land use rights book value is part of the costs of houses or buildings from January 1, 2001 when land is used for self-use projects. Purchased or newly built fixed assets are booked according to the costs at acquisition. The fixed assets valued at the time when the Company was reorganized are booked in the valuation made by the state-owned assets administration authorities. Fixed assets depreciation is made in straight line method and is accrued by deducting expected net remained value from purchase value within the expected years for use. When devaluation provision have been made to fixed assets, the depreciation ratio and amount will be decided on the net book value after devaluation and the remained years for use. 9

97 Shanghai Zhenhua Port Machinery Co. Ltd. Financial Statements and Audit Report 6 Months Period Till June 30, 2005 (Monetary unit thousand yuan RMB, except for otherwise specified) II. Accounting policies, accounting estimates and consolidated statements preparation method (Cont d) (14) Valuation of fixed assets and depreciation (Cont d) Fixed assets expected years for use, net remained value ratio and annual depreciation ratio are listed as below: Expected years for use Expected net remained value ratio Annual depreciation ratio House and building -- costs 20 years 10% 4.5% -Land use rights Manufacturing equipment 50 years 10 years 60% 10% 2% 9% Office equipment 5 years 10% 18% Transportation means 5 year 10% 18% Other equipment 5 years 10% 18% Difference between disposal income from fixed assets sales, transfer, waste or damage and the book value and taxes is taken into non-operational income/expense. Expenditure for fixed assets maintenance and repair is booked into current period expenses. Follow-up expenditure for significant re-building, expanding, improving and furnishing of fixed assets is capitalized when possible proceeds from the fixed assets into the enterprise exceeds original estimation. Depreciation is made in straight line method to expenditures in significant rebuilding, expanding and improving of fixed assets within the remaining years for use of fixed assets. Expenditure in furnishing will be depreciated in straight line method within expected period of earning. At the end of the period fixed assets is booked in the lower of book value or returnable amount. Devaluation provision is made to the amount of returnable amount lower than book value when fixed assets in reality are significantly affected in financial earning capability. When fixed assets can not in reality bring up any more financial benefits, they are fully provided for devaluation. 10

98 Shanghai Zhenhua Port Machinery Co. Ltd. Financial Statements and Audit Report 6 Months Period Till June 30, 2005 (Monetary unit thousand yuan RMB, except for otherwise specified) II. Accounting policies, accounting estimates and consolidated statements preparation method (Cont d) (15) Construction in progress Construction in progress refers to capitalized assets under construction or installation. It is booked as project costs in real expenditure. Valuation of costs consist of building expenses and other direct expenses, machine and equipment purchase price, installation expenses and loan expenses specially for the project before it reaches the condition for use. When the project under construction reaches the condition for use, it is transferred into fixed assets items and depreciation will be made from the following month. In case the construction is in long time stop and will not restarted in foreseeable future or the project is already backward either in functions or in technology and the financial benefits is clearly uncertain, the lower part of the returnable amount than the book value is provided as devaluation. (16) Intangible assets and amortization Intangible assets consist of land use rights, employee house use rights and software use cost. They are booked in really paid price or evaluation at the time of the Company s reorganization, and are amortized in straight line method in the following expected years for use: Expected years for use Land use rights Employee house use rights Software use cost 30 years 11 years 5 years From January 1, 2001, land use rights purchased or acquired in way of paying land transfer fee are calculated in real payment amount and are accounted as intangible assets. When land is used for constructing self-use project, the book value of land use rights is fully transferred into costs of projects in progress. In case of projects occurred before Jan. 1, 2001, the Company sticks to original stipulations. No adjustment is made. When the financial earning capability of intangible assets is seriously affected, the lower part of returnable amount than the book value is provided for as devaluation, in method of the lower of book value or returnable amount. When intangible assets are not bringing up financial benefits, their book value is fully transferred into current income statement. 11

99 Shanghai Zhenhua Port Machinery Co. Ltd. Financial Statements and Audit Report 6 Months Period Till June 30, 2005 (Monetary unit thousand yuan RMB, except for otherwise specified) II. Accounting policies, accounting estimates and consolidated statements preparation method (Cont d) (17) Loan expenses Loan expenses such as interest, auxiliary expenses and foreign exchange differences from special loans for purchasing fixed assets are capitalized and calculated into that asset s cost, when asset expenditure and loan expenses incur and when purchasing or building activities start as a necessity to make that asset reach expected usable condition. When the purchased or built fixed asset reached expected usable condition, capitalization stops and loan expenses that follow are taken into current profit/loss statement. The interest expenses in loan expenses are capitalized in the amount of the weighted average accumulated expenditure on current period fixed asset purchase and the related loan s weighted average interest rate, within the limit of really incurred interest expenses of current period special loan. The capitalized amount of foreign exchange difference for foreign currency special loan and significant special loan auxiliary expenses is decided by the real incurred amount. Loan expenses arising from other loans are directly booked into current period financial expenses. (18) Bonds payable Bonds issued are recognized as liabilities in real issuing price. Difference between bond issuing price and bond face value is booked as bond premium/discount, amortized in straight line method during bond existence period. (19) Profit distribution Cash dividends approved by general annual meeting are transferred out from shareholders equity within the period of the approval. (20) Revenue recognition Revenue from sales of large port equipment is recognized by the proportion of completeness (see Note II (12)) Interest income is recognized by deposit term and real interest rate. Subsidy income is recognized by the time of receiving. (21) Leases When all risks and rewards related to assets ownership have in reality transferred on the 12