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1 Notes to the Financial Statements Employee Benefit Obligations (Continued) Group and Company US$ 000 US$ 000 Present value of unfunded obligations 4,887 3,808 US$ 000 US$ Movement in the defined benefit obligations recognised in the balance sheets: At beginning of year 3,808 3,065 Net expense for the year 1, Contributions paid (70) TINGYI (CAYMAN ISLANDS) HOLDING CORP. At balance sheet date 4,887 3,808 Group US$ 000 US$ 000 Total amount of expense recognised in the consolidated income statement: Current service cost 1, Interest cost Net actuarial losses recognised 2 Net expense included in administrative expenses for the year 1,

2 Notes to the Financial Statements Employee Benefit Obligations (Continued) The principal assumptions used for accounting purposes were: Group and Company % % Discount rate Expected rate of salary increases Deferred Taxation Recognised deferred tax assets (liabilities) Assets Liabilities Assets Liabilities US$ 000 US$ 000 US$ 000 US$ Accelerated depreciation allowance (9,420) (7,687) Decelerated depreciation allowance 3,128 3,416 Impairment losses 2, Provisions 1,255 1,114 Tax losses 1,356 1,324 Others 4,028 (2,920) 2,512 (1,638) Deferred tax assets (liabilities) 12,361 (12,340) 9,321 (9,325) Offset deferred tax assets (liabilities) (6,164) 6,164 (3,491) 3,491 ANNUAL REPORT 2004 Net tax assets (liabilities) 6,197 (6,176) 5,830 (5,834)

3 Notes to the Financial Statements ,755,000 36,712, Deferred Taxation (Continued) The Group has not recognised deferred tax assets in respect of tax losses of US$65,755,000 (2003: US$36,712,000). The tax losses will expire if they are not utilised to set off against the income in the next five years under the current tax legislation Issued Capital No. of shares US$ 000 No. of shares US$ Authorised: Ordinary shares of US$0.005 each 7,000,000,000 35,000 7,000,000,000 35, Issued and fully paid: Ordinary shares of US$0.005 each 5,588,705,360 27,943 5,588,705,360 27,943 TINGYI (CAYMAN ISLANDS) HOLDING CORP.

4 Notes to the Financial Statements Reserves (a) (a) Group Capital Exchange Property redemption Share translation General Capital revaluation Retained reserve premium reserve reserve reserve reserve profits Total US$ 000 US$ 000 US$ 000 US$ 000 US$ 000 US$ 000 US$ 000 US$ 000 At 1 January , , , ,411 Exchange translation difference Transfer to general reserve 9,791 (9,791) Profit for ,816 35, final dividend paid (51,975) (51,975) At 31 December , , , ,544 Representing: 2003 final dividend proposed 63,152 Reserves 480, ,544 At 1 January , , , ,544 Exchange translation difference Transfer to general reserve 6,719 (6,719) Share of reserve movement of an associate 3,535 3,535 Profit for , , final dividend paid (63,152) (63,152) 83 ANNUAL REPORT 2004 At 31 December , , , , ,500 Representing: 2004 final dividend proposed 63,712 Reserves 706, ,500 1,344,000 4,078,000 The retained profits of the Group include losses of US$1,344,000 (2003: profits of US$4,078,000) accumulated by associates of the Group.

5 Notes to the Financial Statements Reserves (Continued) Note: Share premium The application of the share premium account is governed by the Companies Law of the Cayman Islands. Exchange translation reserve and capital reserve The exchange translation reserve and capital reserve have been set up and are dealt with in accordance with the accounting policies adopted for foreign currency translation. Capital redemption reserve 84 TINGYI (CAYMAN ISLANDS) HOLDING CORP. 10% 50% Capital redemption reserve has been set up in accordance with the provisions of the Companies Law of the Cayman Islands on repurchases and cancellations of the Company s own shares. General reserve In accordance with the relevant PRC regulations, the PRC subsidiaries are required to appropriate to the general reserve an amount not less than 10% of the amount of profit after taxation (as reported in the respective statutory financial statements of the PRC subsidiaries prepared in accordance with PRC accounting regulations). If the accumulated total of the general reserve reaches 50% of the registered capital of the respective PRC subsidiaries, the enterprise will not be required to make any further appropriation. Property revaluation reserve The property revaluation reserve is not distributable to shareholders until they are realised.

6 Notes to the Financial Statements Reserves (Continued) (b) (b) Company Capital Exchange redemption Share translation Retained reserve premium reserve profits Total US$ 000 US$ 000 US$ 000 US$ 000 US$ 000 At 1 January , , ,278 Exchange translation difference (325) (325) Profit for ,570 52, final dividend paid (51,975) (51,975) At 31 December ,478 (197) 170, , Representing: 2003 final dividend proposed 63,152 Reserves 439, ,548 At 1 January ,478 (197) 170, ,548 Exchange translation difference (1,557) (1,557) Profit for , , final dividend paid (63,152) (63,152) ANNUAL REPORT 2004 At 31 December ,478 (1,754) 418, ,530 Representing: 2004 final dividend proposed 63,712 Reserves 685, ,530

7 Notes to the Financial Statements Reserves (Continued) Note: 749,494, ,512,000 Share premium The application of the share premium account is governed by the Companies Law of the Cayman Islands. Share premium of the Company is distributable to shareholders subject to the provisions of the Company s Memorandum and Articles of Association and provided that immediately following the distribution the Company is able to pay its debts as they fall due in the ordinary course of business. Accordingly, the Company s distributable reserves as at 31 December 2004 amounted to US$749,494,000 (2003: US$502,512,000). 86 TINGYI (CAYMAN ISLANDS) HOLDING CORP.

8 Notes to the Financial Statements Cash Generated from Operations US$ 000 US$ 000 Profit before taxation 296,389 44,305 Interest expenses 14,878 20,757 Interest income (1,908) (1,597) Depreciation 89,586 76,338 Loss on disposal of property, plant and equipment 4, Impairment loss of property, plant and equipment 10,000 Gain on disposal of partial interests in subsidiaries (272,955) Share of losses (profits) of associates 698 (4,639) Gain on disposal of partial interests in an associate (2,529) Gain on deemed disposal of an associate (2,419) Net advances (to) from associates (13,657) 7,104 Net holding loss on current financial assets Decrease (Increase) in inventories 3,101 (15,719) Increase in trade receivables (9,384) (19,199) Decrease in prepayments and other receivables 9,163 22,830 Increase in trade payables 20,258 26,550 (Decrease) Increase in other payables (13,605) 20,638 (Decrease) Increase in advance payments from customers (2,303) 3,853 Increase in other non-current payables 6,195 Increase in employee benefit obligations 1, ANNUAL REPORT 2004 Cash generated from operations 137, ,648

9 Notes to the Financial Statements Contingent Liabilities Company US$ 000 US$ 000 Guarantees for credit facilities granted to subsidiaries 53, , Commitments (a) (a) Capital commitments Group Company 88 US$ 000 US$ 000 US$ 000 US$ 000 TINGYI (CAYMAN ISLANDS) HOLDING CORP. Contracted but not provided for 61,373 46,014 6,060 35,728

10 Notes to the Financial Statements Commitments (Continued) (b) (b) Commitments under operating leases At the balance sheet date, the Group had total outstanding commitments under non-cancellable operating leases, which are payable as follows: US$ 000 US$ 000 Within one year 3,551 2,022 In the second to fifth years inclusive 5,164 5,359 Over five years 14,398 25,709 23,113 33,090 The above operating leases include a lease from the Group s associate of certain property for a period of 25 years. The lease commitments above include only the related commitments for future basic rentals and do not include commitments for additional rental payable, if any, by reference to certain consumer index, as it is not possible to determine in advance the amount of such additional rental. 89 ANNUAL REPORT 2004

11 Notes to the Financial Statements Related Party Transactions The following is a summary of significant related party transactions, in addition to those disclosed elsewhere in the financial statements, which were carried out in the ordinary course of the Group s business. US$ 000 US$ Sales of goods to: Associates 30,532 31,354 Purchases of goods from: Companies under common control by the directors of the Company 12,627 6,174 A company in which a director has beneficial interest 14,073 13,061 Associates 126, ,158 TINGYI (CAYMAN ISLANDS) HOLDING CORP. Processing charges by: An associate 1,739 8,429 The above transactions were carried out on terms mutually agreed between the Group and the respective related parties and principally on cost plus basis.

12 Notes to the Financial Statements PRINCIPAL SUBSIDIARIES Details of the principal subsidiaries are as follows: Place of Registered Proportion of incorporation / capital / issued ownership Name operation share capital interest Principal activity US$66,000, % Tianjin Tingyi International PRC Manufacture and sale Food Co., Ltd. US$31,000, % Guangzhou Tingyi Food Co., Ltd. PRC Manufacture and sale US$39,000, % Hangzhou Tingyi Food Co., Ltd. PRC Manufacture and sale 91 US$6,000, % PRC Manufacture and sale Master Kong (Hangzhou) Convenient Food Co., Ltd. US$22,000, % Chongqing Tingyi Food Co., Ltd. # PRC Manufacture and sale US$17,000, % PRC Manufacture and sale Shenyang Tingyi Food Co., Ltd. (Formerly Shenyang Tingyi International Food Co., Ltd. ) ANNUAL REPORT 2004 US$17,800, % Wuhan Tingyi Food Co., Ltd. # PRC Manufacture and sale US$17,000, % Xian Tingyi Food Co., Ltd. # PRC Manufacture and sale

13 Notes to the Financial Statements Principal Subsidiaries (Continued) Place of Registered Proportion of incorporation / capital / issued ownership Name operation share capital interest Principal activity US$5,000, % Qingdao Tingyi Food Co., Ltd. # PRC Manufacture and sale US$11,200,000/ 100% Harbin Tingyi Food Co., Ltd. # PRC US$6,000,000 Manufacture and sale US$4,500, % Fujian Tingyi Food Co., Ltd. # PRC Manufacture and sale 92 TINGYI (CAYMAN ISLANDS) HOLDING CORP. * US$3,000, % PRC Manufacture and sale 50,000, % Taiwan NT$10 Manufacture and sale 50,000,000 ordinary shares of NT$10 each/ NT$500,000,000 US$3,000, % Master Kong (Kunming) PRC Manufacture and sale Convenient Food Co., Ltd. * US$6,000,000/ 100% * PRC US$1,208,000 Manufacturing and sale US$37,000,000/ 100% Tianjin Tingyuan Food Co., Ltd. PRC US$30,940,000 Manufacture and sale of bakery products

14 Notes to the Financial Statements Principal Subsidiaries (Continued) Place of Registered Proportion of incorporation / capital / issued ownership Name operation share capital interest Principal activity US$22,000, % Guangzhou Tingyuan PRC Manufacture and sale Food Co., Ltd. of bakery products US$17,000, % Hangzhou Tingyuan Food Co., Ltd. PRC Manufacture and sale of bakery products US$1,400, % Hangzhou Zhenbaozhu PRC Manufacture and sale Food & Package Co., Ltd. of candies US$22,340,000/ 50.01% Tianjin Tingjin Food Co., Ltd. # PRC US$19,000,000 Manufacture and sale US$15,000, % Guangzhou Tingjin Food Co., Ltd. # PRC Manufacture and sale US$12,000,000/ 50.01% Master Kong (Guangzhou) PRC US$1,800,000 Manufacture and sale Beverage Co., Ltd.* US$27,000, % Hangzhou Tingjin Food Co., Ltd. # PRC Manufacture and sale 93 ANNUAL REPORT 2004 # US$12,000, % PRC Manufacture and sale US$16,000, % Wuhan Tingjin Food Co., Ltd. # PRC Manufacture and sale

15 Notes to the Financial Statements Principal Subsidiaries (Continued) Place of Registered Proportion of incorporation / capital / issued ownership Name operation share capital interest Principal activity Chongqing Tingjin Food Co., Ltd. # US$10,000, % PRC Manufacture and sale US$17,000, % Shenyang Tingjin Food Co., Ltd. # PRC Manufacture and sale Qingdao Tingjin Food Co., Ltd. # US$12,000, % PRC Manufacture and sale 94 TINGYI (CAYMAN ISLANDS) HOLDING CORP. US$12,500, % Fujian Tingjin Food Co., Ltd. # PRC Manufacture and sale * US$6,800,000/ 50.01% PRC US$5,540,000 Manufacture and sale * US$5,000, % PRC Manufacture and sale US$5,000, % Kunming Tingjin Food Co., Ltd. * PRC Manufacture and sale US$2,100, % PRC Manufacture and sale of milk products US$12,600, % Hangzhou Wei-Quan PRC Manufacture and sale Food Co., Ltd.

16 Notes to the Financial Statements Principal Subsidiaries (Continued) Place of Registered Proportion of incorporation / capital / issued ownership Name operation share capital interest Principal activity US$11,000,000 51% Tianjin Tingfung Starch PRC Development Co., Ltd. Manufacture and sale of modified potato starch and seasoning flavours 50, % US$1 Purchasing and sales Tingyi (BVI) Int l Co., Ltd. British Virgin 50,000 ordinary agent for the Group Islands / PRC shares of US$1 each/ US$50,000 HK$10,000/ 100% Master Kong (HK) Trading HK HK$2 Company Limited Agent and trading of products for the Group US$8,600, % Xing Hua Dingfang Dehydrate PRC Manufacture and sale Foods Co., Ltd. of dehydrated vegetables US$2,100, % Tianjin Tingjia Machinery Co., Ltd. PRC Installation and maintenance of plant and machinery 95 ANNUAL REPORT 2004 US$200, % Tianjin Tingyu Consulting Co., Ltd. PRC Providing management services

17 Notes to the Financial Statements Principal Subsidiaries (Continued) Place of Registered Proportion of incorporation / capital / issued ownership Name operation share capital interest Principal activity US$210, % Tianjin Tingquan Properties PRC Management Co., Ltd. Provision of property management and related consultancy services US$2,100, % Tianjin Dingya Property PRC Property development Development Co., Ltd. 96 TINGYI (CAYMAN ISLANDS) HOLDING CORP. US$1,980, % Guangzhou Dingya Real Estate PRC Property development Development Co., Ltd.* US$1,700, % PRC Tianjin Tingxin International Provision of engineering Engineering Consultant related consultancy Co., Ltd. and research service 15,000, % Tingtong (Cayman Islands) US$1 Holding Corp. Cayman Islands / 15,000,000 Logistics services for PRC ordinary shares of the Group US$1 each/ US$1,660,000 NT$110,000, % Taiwan Investment holding NT$96,000, % Taiwan Investment holding NT$110,000, % Taiwan Investment holding

18 Notes to the Financial Statements 32. # 32. Principal Subsidiaries (Continued) # These subsidiaries are held indirectly by the Company and registered as wholly owned foreign enterprises. * * These subsidiaries are held indirectly by the Company and registered as Sino-foreign equity joint venture companies. The other subsidiaries in the PRC are established and registered as wholly-owned foreign enterprises. 97 ANNUAL REPORT 2004

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