公司2002年报全文.PDF

Transcription

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4 3 442, %

5 ? 4

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7 ? 6

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10 1,938,379, ,177,230, % % % -8.97% 177,128, ,279, % % % % 26,608, ,644, % % % % 9

11 10

12 770, , % - 3, % 484, , % 67, , % 51, , % 57, , % 11

13 12

14 13

15 14

16 15

17 16

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21 (92) ,000, , ,000 B ,867,684, A 160,524, B 509,600, (99) 995 A B

22 6 5. ( ) ( )

23

24

25 : 1 2,

26 ,,

27 13. 1 A B

28 ,954, ,954, ,686, ,268, (1995)11 (96) * * % 3 * 1 * [2002]26 [2002]

29 1. 52, , % - 3, , %( 1) - 1, % - USD3, , % % % , , , , , , , , , , , , , , , , , ,443,954, ,522, ,182, ,057, ,654, ,909, ,902, ,446, ,955, ,498, ,620,458, ,930, ,000, ,000, ,766, ,000, ,766, ,670,797, ,070,858,

30 2. - 3,178, ,178, ,717, ,178, ,178, ,717, , ,261,886, ,171,867, ,022, ,261,886, ,171,864, ,022, , , , ,265,065, ,171,867, ,201, ,717, , , , , (%) (%) (%) (%) 1 5,912, ,588, , , ,599, ,599, ,439, ,439, ,742, ,459, ,188, ,599, ,439, ,742, % 14

31 5. (%) (%) (%) (%) 1 136,418, ,212, ,610, , ,277, , ,139, ,051, ,292, , ,899, ,479, ,725, ,043, ,068, ,012, ,507, ,089, ,218, % 13,243, ,138, % 1,138, , % 380, , % 843, , % 590, , % 44, % 4 210,998, % 5 116,880, ,218, ,000, ,852, ,410, , ,245, , ,892, ,269, ,137, ,925,

32 : 21 78,292, , ,527,592, ,225,742, ,770, ,770, ,592, ,580, ,088, ,088, ,859, ,850, ,190, ,102, ,251, ,599, ,899, ,600, ,298, ,409, ,043, , , ,163,313, ,493,352, ,757, ,600, ,157, ,000 1,888,880, ,379,916, , ,206, ,659, , ,309, ,559, , ,801, ,990, ,000 96,029, ,000 51,366, ,617, ,120,850 3,527,592, ,225,742, ,580, ,018, ,562, ,577, ,750, ,826, ,219, , ,377, ,603, ,044, ,558, ,870, ,929, ,941, ,381, , ,669, B ,697, ,512, ,184, ,754,524,50 1,239, ,515, ,347, ,390, ,957, ,580, ,451, ,440, ,592,

33 ,000 57,200, ,253, , ,274, ,834, ,000 37,768, ,762, ,000 60,616, , ,859, ,850, ,000 79,190, ,102, ,000 79, ,102, ,425, ,030, ,395, ,034, ,395, ,638, ,766, ,766, ,239, ,021, ,218, ,434, ,434, ,665, ,797, ,868, ,698, , ,929, ,599, ,896, ,244, ,251, ,770, ,770, ,813, ,813, ,406, ,406, ,831, ,831, ,684, ,684, ,445, ,445, ,907, ,907, ,088, ,088,

34 1 560, , , , ,455, ,040, , , , , , ,899, ,600, ,298, ,757, ,600, ,157, ,971, ,260, ,483, ,748, ,696, ,033, ,662, ,863, ,898, ,861, ,900, ,107, ,362, ,622, ,848, ,696, ,033, ,662, ,846, ,224, ,555, ,515, ,749, , ,699, ,546, ,724, ,271, ,299, ,500, ,555, ,243, ,749, , ,699, , , , ,915, ,488, ,038, ,364, ,445, ,083, ,361, (12)=(5)+(6)+ (9)+(11) , , , ,109, , , ,161, , ,273, ,183, ,183, ,781, ,000, ,542, ,000, ,260, ,260, ,000, , ,128, ,128, ,500, ,500, , , , ,500, ,052, ,314, ,814, ,000, , , ,066, ,000, ,000, ,497, ,497,

35 , , , , ,597, ,597, ,898, ,057, ,057, , , , , , , 896, ,152, ,260, ,206, ,478, , ,223, (1) (13) (14) (15) (16) (17) 162, , ,500, ,500, ,033, ,033, ,696, ,033, ,662, ( ) -3,753, , ,317, ,303, , ,633, , ,843, ,424, , ,474, ,786,050 <5% 6,260, ,000 <5% 1,349, ,365, ,581,888 <5% 51,655, ,407, ,115,000 <5% 20,855, ,336, ,500 <5% 3,513, ,462, ,388,540 <5% 43,724, ,525,380 <5% 10,941, ,444, ,660,000 <5% 10,000, ,500,000 <5% 7,500,

36 7,800,000 <5% 7,500, ,960, ,000,000 <5% 5,600, ,700, ,000,000 <5% 20,000, ,200, ,618 <5% 392, ,241, ,565 <5% 250, , ,400 <5% 153, , ,335 <5% 280, , ,189,188 <5% 3,513, ,632, ,800,000 <5% 21,672, ,940,000 <5% 33,110, ,271, (%) 20,000, ,588, ,400, ,500, ,000, ,000, ,755, ,243, ,400, ,400,000.00, 49, , , , ,749, , ,699, % 4 96, , , , , , , , , , , , ,

37 9. (1) 89,354, ,354, ,604, , , ,178, ,616, ,208, ,110, ,714, ,260, , , ,218, ,836, ,875, ,246, ,465, (2) 15,053, ,848, ,902, ,566, , , ,420, ,187, , ,313, ,563, ,534, , , ,831, ,341, ,813, ,438, ,716, (3) 74,300, ,451, ,038, ,758, ,429, ,151, , , ,494, ,748, ,954, ,836, ,875, ,875, ,246, ,246, ,465,

38 34,341, ,813, ,813, ,438, ,438, ,716, ,000, ,000, ,915, ,000, , , ,000, ,000, ,162,924, ,965,296.57, ,231,

39 ,110,363, ,620, ,531, ,636, ,042, ,143, ,640, ,239,038, ,940, ,897, % 152,210, % 651,108, ,531, ,143, ,148, ,764, ,953, ,101, ,764,

40 , ,810, ,118, , , ,329, ,369, , , , ,400, ,533, , , , , , , , , , , ,067, ,012, ,803, ,045, ,803, ,045, ,584, ,012,

41 ,239,635.01, 195,799, ,381, ,713, ,278, ,481, / 1. (1) 1,121,120, ,121,120, (2) 58,800, ,800, (3) - (4) ,640, ,640, ,197,560, ,197,560, ,524, ,524, ,600, ,600, ,124, ,124, ,867,684, % - 1,867,684, % 25

42 19. 1,304,355, ,304,355, , , , , , ,408, ,408, ,014, ,014, ,312,779, ,703, ,317,482, ,044, ,246, ,290, ,570, ,502, ,072, ,045, ,086, ,132, ,659, ,835, ,055,495, (1) 332,523, (2) 512,236, (3) - (4) 49,246, (5) 49,502, (6) 49,086, (7) 289, (8) 93,384, (9) - (10) 603,250,

43 10% ,384, % ,153,476, ,011, ,370,397, ,889, ,078, ,121, ,707,589, ,528,302, ,032,739, % ,868, ,378, ,555, ,875, ,186,677, ,000, ,000, ,000, ,000, ,000, ,000, ,664, ,664, ,000, ,060, ,500, ,560, ,096, ,379, ,475, ,868, , 535, ,555, ,171,419, ,938,379, , ,126, ,166, ,017, ,608, ,379, ,814, ,193, ,190, ,954, ,144, ,790, ,790, ,379, ,190, ,558, ,128, ,005, , ,529, ,360, ,545, ,857, ,547, ,229,525, ,153,476,

44 ,985, ,881, , , , , ,050, ,530, ,957, ,303, ,636, ,111, , , , , , , ,794, ,789, ,411, ,320, ,836, ,784, ,381, ,087, ,528, ,354, , , ,208, ,407, ,146, ,834, ,897,

45 26. 17,330, ,636, ,517, ,438, ,877, ,578, ,450, (%) (%) (%) (%) 1 130,154, ,143, ,602, , ,190, , ,368, , ,609, ,745, ,358, ,243, ,000, ,871, ,454, ,186, ,926,

46 ,138, ,138, , , ,880, ,629, ,000, ,607, % ,037, ,931, ,949, ,019, , , ,558, ,396, ,443, ,512, ,478, ,534, ,506, ,507, , , ,946, ,224, ,170, ,400, ,400, ,957, ,724, ,682, ,400, ,400, ,988, ,500, ,488, , , ,069,081, ,156, ,949, ,287, ,562, ,562, (7) (9) (10) (11) (8) (12)=(5)+(6) (1) (2) (3) (4) (5) (6) +(9)+(11) , , , ,109, , , ,161, , ,273, ,183, ,183, ,781, ,000, ,542, ,000, ,260, ,260, ,000, , ,128, ,128, ,597, ,597, ,898, ,057, ,057,

47 ,437, ,432, ,959, ,314, ,422, ,819, ,000, ,372, , , , ,280, ,000, ,123, ,224, ,355, ,355, ,561, ,779, ,616, ,224, ,753, ,691, ,801, ,337, (1) , , ( ) -3,753, , ,317, ,303, , ,057, , ,317, ,500,000 <5% 7,500, ,800,000 <5% 7,500, ,960, ,000,000 <5% 5,600, ,700, ,786,050 <5% 6,260, ,000 <5% 1,349, ,365, ,581,888 <5% 51,655, ,407, ,115,000 <5% 20,855, ,336, ,525,380 <5% 10,941, ,444, ,500 <5% 3,513, ,462, ,388,540 <5% 43,724, ,800,000 <5% 21,672, ,940,000 <5% 33,110, ,660,000 <5% 10,000, ,682, ,676,

48 20,000, ,588, ,000, ,400, ,400, ,400, ,500, ,488, ,400, ,400, % , , , , , , , ,866,903, ,240, ,153,445, ,195, ,458, ,045, ,882, ,329, ,315, ,074, ,567, ,745, ,900, ,988, ,768, ,694, ,132, ,294, ,048,686, ,558, ,322,529, ,964, ,157, ,593,

49 4. 8,396, ,160, ,803, ,783, ,331, ,087, ,172, , , , ,842, ,186, ,111, ,989, ,315, ( ) 981, 981, D ( ) 174, , , , , , , , , ,

50 ( ) 112, , , , , , , , ( ) , , ,707, ,000,

51 ( ) (%) ,959, , ,953, ( ) ( ) (%) ,900, ,900, ( ) 53,012, ,643, ,584, ,546, :

52 55 2,063, ,169, ,169, ,105, ,014, : % 40,000, ,724, ,724, [2000] , : 2,215, ( ) 42,139, ( ) 8:2 36

53 ,500, ,000,

54 ,522,063, ,670,797, ,682, ,070,858, ,000, ,766, ,162,924, ,201, ,201, , ,174, ,965, ,127, ,904, ,224, , , , ,225,606, ,239,038, ,106, ,940, ,004, ,004, ,045, ,045, ,282, ,588, ,519, ,806, ,238, ,814, ,417, ,056, ,260, ,417, ,148, ,101, ,764, ,764, ,137, ,137, ,955, ,925, ,390, ,400, ,268, ,533, , , , ,449,307, ,007,156, ,698,515, ,335,594, ,902, ,067, ,170, ,414, ,858, ,239, ,772, ,772, ,766, ,766, ,000, ,000, ,432,351, ,105,838, ,094,363, ,835,337, ,500,554, ,469,662, ,682,723, ,683,311, ,627, ,902, ,066,421, ,372, ,000, ,000, , , , , ,725, ,002, ,066,518, ,469, ,843, ,106, ,000, ,000, ,692, ,465, ,900, ,836, ,664, ,716, ,700, ,341, ,028, ,748, ,199, ,494, ,500,554, ,469,662, ,712,723, ,713,311, ,028, ,748, ,199, ,494, ,015, ,344, ,867,684, ,867,684, ,867,684, ,867,684, ,028, ,748, ,199, ,494, ,322,485, ,317,482, ,312,779, ,312,779, ,192, ,055,495, ,931, ,659, ,497, ,072, ,410, ,570, ,189, ,250, ,964, ,523, ,930,550, ,843,911, ,523,359, ,420,646, ,431,105, ,707,589, ,236,082, ,528,302, ,431,105, ,707,589, ,236,082, ,528,302, :

55 ,048,686, ,153,476, ,558, ,011, ,115,834, ,759, ,601, ,757, ,322,529, ,370,397, ,964, ,889, ,086, ,246, ,879, ,593, ,424, ,050, ,059, ,530, ,086, ,502, ,879, ,904, ,733, ,027, ,534, ,591, , ,359, ,251, ,264, ,758, ,241, ,892, ,048, ,111, ,220, ,538, ,196, , ,856, ,159, ,794, ,998, ,789, ,017,660, ,721, ,843, ,402, ,518, ,130, ,356, ,821, ,989, ,834, ,315, ,897, ,086, ,086, ,879, ,879, ,384, ,384, , ,592, ,038, ,996, , , , ,189, ,250, ,964, ,523, ,353, ,898, ,710, ,558, ,483, ,294, ,920, ,193, ,367, ,847, ,869, ,236, ,790, ,516, ,964, ,523, ,811, ,197, ,

56 ,420,680, ,584,810, ,869, ,236, ,367, ,991, ,376, ,000, ,000, ,493,672, ,678,186, ,034, , ,000, ,000, ,974, ,831, ,857, ,537, ,468, ,340, ,737,700, ,954,847, ,074, ,165, ,948, ,663, : ,616, ,179, : ,085, ,466, ,017, ,221, : , , ,729,654, ,829,965, ,772,648, ,996,510, ,190, ,091, ,202,648, ,215,510, : 55-43,989, ,834, : 56 : ,486, ,456, , , : ,849, ,974, : ,222, ,199, ,291,864, ,293,335, ,920, ,478, ,531, ,629, ,729,654, ,829,965, , ,306,395, ,314,764, , ,833, ,295,565, ,349,565, ,416,836, ,565,570, ,916, ,092, ,296,326, ,351,398, ,069, ,633, ,920, ,478,554.56

57

58 26,689, ,808, ,026, ,471, ,599, , , ,459, ,089, ,789, ,866, ,012, ,757, ,600, ,157, ,445, ,083, ,361, ,445, ,083, ,361,

59 30% : : 1 1 1,670,797, ,070,858, ,939, % ,201, , ,198, % 4 6 6,282, ,588, ,306, % ,056, ,417, ,638, % ,137, ,925, ,787, % 24 82,766, ,766, % ,000, ,162,924, ,924, % ,965, ,904, ,061, % ,239,038, ,940, ,097, % 66 8,806, ,814, ,007, % ,101, ,764, ,337, % ,400, ,533, ,866, % , , , % ,067, ,414, ,346, % ,239, ,772, ,466, % ,000, ,000, % 81 30,000, ,000, % ,250, ,523, ,726, % ,153,476, ,011, ,154,465, % ,370,397, ,889, ,508, % ,050, ,530, ,520, % 5 11,359, ,264, ,905, % ,794, ,789, ,994, % ,834, ,897, ,936, % 16 87,294, ,193, ,100, % 17 3,367, ,847, ,479, % 22 43, , % 26 49,246, ,593, ,652, % 27 49,502, ,904, ,597, % , ,856, ,567, % 37 49,086, ,879, ,207, %

60 ,,, 3107,

61

62 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. (incorporated in the People s Republic of China) INDEPENDENT INTERNATIONAL AUDITORS REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER LA AD3 AYHW

63 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. Contents Pages Independent International auditors report 1 Consolidated income statement 2 Consolidated balance sheet 3-4 Consolidated statement of changes in shareholders equity 5 Consolidated cash flow statement 6 Notes to the financial statements 7 29 Supplementary financial information 30

64 INDEPENDENT INTERNATIONAL AUDITORS REPORT TO THE MEMBERS OF SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. (incorporated in the People s Republic of China with limited liability) Basis of opinion We have audited the accompanying consolidated balance sheet of Shanghai Lujiazui Finance & Trade Zone Development Co., Ltd. (the Company ) and its subsidiaries (collectively referred to as the Group ) as of 31st December 2002 and the related consolidated income and cash flows statements for the year then ended. These financial statements set out on pages 2 to 29 are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. Audit opinion In our opinion, the financial statements give a true and fair view of the financial position of the Group as of 31st December 2002 and of the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards. PricewaterhouseCoopers Certified Public Accountants Hong Kong, [ ]

65 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 2002 Note RMB 000 RMB 000 Turnover 3 1,962, ,481 Cost of sales 6 (1,347,407) (656,945) Gross profit 614, ,536 Loss on disposal of a subsidiary - (10,796) Gain on disposal of associated companies 4 40,530 - Net other operating income 5 54,537 35,119 Selling expenses (17,242) (21,048) Administrative expenses (84,233) (98,107) Operating profit 6 608, ,704 Finance income 7 15,113 24,817 Share of losses of associated companies 15 (19,121) (20,226) Profit before taxation 604, ,295 Taxation 8 (88,662) (30,096) Profit after taxation 515, ,199 Minority interests 30 (6,902) (14,316) Net profit for the year 508, , Earnings per share 10 RMB0.27 RMB

66 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED BALANCE SHEET AS AT 31ST DECEMBER 2002 Assets Non - current assets Note RMB 000 RMB 000 Goodwill 11 1,844 2,107 Properties under development 12 2,180,051 3,400,124 Fixed assets , ,722 Land use rights 14 42,626 16,804 Investment in associated companies 15 81, ,962 Other investments , ,713 Deferred tax asset 17 3,590 4, ,354,749 4,567, Current assets Properties held for sale 18 2,237,807 1,503,533 Trade investments 19 93,739 3,513 Accounts receivable ,489 Loans receivable 21 52,975 53,607 Advance to sub-contractors 100, ,718 Amounts due from an associated company 22 1, Amounts due from fellow subsidiaries 22 14,869 13,970 Other receivables and prepayments 146,798 48,315 Cash and bank balances 1,766,821 1,237, ,415,337 3,082, Total assets 7,770,086 7,649,

67 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31ST DECEMBER 2002 Capital and reserves Note RMB 000 RMB 000 Share capital 27 1,867,684 1,867,684 Share premium 1,304,360 1,304,360 Reserve funds , ,266 Retained profits 770, ,145 Proposed dividends 9 93, ,885,076 4,376, Minority interests , ,658 Non-current liabilities Long term bank loans 25-30, , Current liabilities Deposits received from customers 1,162, ,939 Accounts payable 163, ,578 Other payables and accruals 651, ,014 Provision for staff bonus and welfare fund 24 2,667 8,004 Amount due to ultimate holding company 23 53,894 35,543 Amounts due to a fellow subsidiary 22 9,584 5,546 Provision for taxation 76,634 29,232 Current portion of long term bank loans ,000 Short term bank loans ,000 1,162, ,299,403 2,696, Total liabilities 2,299,403 2,726, Total equity and liabilities 7,770,086 7,649, On behalf of the Board Director.... Director - 4 -

68 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FOR THE YEAR ENDED 31ST DECEMBER 2002 Share Share Reserve Retained Note capital premium Funds profits Total RMB 000 RMB 000 RMB 000 RMB 000 RMB 000 At 1st January ,867,684 1,304, , ,666 4,455,340 Profit for the year , ,883 Dividend (186,768) (186,768) Transfer from retained profits to reserve funds ,636 (38,636) At 31st December ,867,684 1,304, , ,145 4,376, At 1st January ,867,684 1,304, , ,145 4,376,455 Profit for the year , ,621 Transfer from retained profits to reserve funds ,261 (147,261) Balance at 31st December ,867,684 1,304, , ,505 4,885,

69 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 2002 Note RMB 000 RMB 000 Operating activities Cash inflow/(outflow) generated from operations 32(a) 702,624 (86,729) Interest paid (46,212) (78,748) Tax paid (39,892) (39,324) Net cash inflow/(outflow) from operating activities 616,520 (204,801) Investing activities Establishment of a subsidiary 32(d) 36,000 - Investment in associated companies - (263,236) Acquisition of other investments (74,228) (113,095) Acquisition of trade investments (93,201) - Purchase of fixed assets (2,200) (1,279) Decrease in properties under development 1,046, ,493 Proceeds from disposal of associated companies 127,569 - Proceeds from disposal of investments ,784 Proceeds from disposal of a subsidiary - 16,405 Proceeds from disposal of fixed assets Interest received 13,528 66,690 Dividends received 16,154 3, Net cash inflow from investing activities 1,070,988 3, Financing activities Bank loans obtained 32(c) 175, ,000 Repayment of bank loans 32(c) (1,186,767) (646,663) Advance from ultimate holding company 19, ,000 Repayment to ultimate holding company - (9,316) Dividend paid - (186,768) Dividends distributed to minority shareholders 29 (3,953) (55,417) Net cash (outflow)/inflow from financing activities (996,494) 517, Increase in cash and cash equivalents 691, , Movement in cash and cash equivalents At 1st January 1,071, ,277 Increase 691, , At 31st December 32(b) 1,762,821 1,071,

70 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE FINANCIAL STATEMENTS 1 Basis of preparation These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ). This basis of accounting differs from that used in the preparation of the statutory financial statements in the People s Republic of China ( PRC ). The statutory financial statements of the Group were prepared in accordance with the PRC accounting regulations. Appropriate restatements have been made to these consolidated financial statements to conform with IFRS. Differences arising from these restatements are not incorporated in the accounting records of the companies comprising the Group. In addition, these consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of trade investments. 2 Principal accounting policies (a) Basis of consolidation Subsidiaries, being 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 exercise control over the operations, are consolidated. Subsidiaries are consolidated from the date on which the effective control is transferred to the Group and are no longer consolidated from the date the control ceases. All intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. The gain or loss on the disposal of a subsidiary represents the difference between the proceeds of the sale and the Group s share of its net assets together with any goodwill or negative goodwill which was not previously charged or recognised in the consolidated income statement. Minority interests represent the interests of outside shareholders in the operating results and net assets of subsidiaries. (b) Goodwill/negative goodwill Goodwill on acquisition of a subsidiary represents the excess of the acquisition cost over the fair value of the Group s share of the net assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisition is recognized as an intangible asset and is amortised by equal annual instalments over its estimated economic useful life of 10 years. Where an indication of an impairment exists, the carrying amount of goodwill is assessed and written down immediately to its recoverable amount. Negative goodwill on acquisition of an associate company represents the excess of the fair value of the Group s share of the net assets acquired over the acquisition cost at the date of acquisition. Negative goodwill is presented as a reduction from the share of the net assets of the associated company under the investment in associated companies in the consolidated balance sheet. Negative goodwill is recognised over the remaining weighted average useful life of the nonmonetary assets of the associated company up to a maximum of 20 years

71 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE FINANCIAL STATEMENTS 2 Principal accounting policies (continued) (c) Associated companies Investments in associated companies are accounted for by way of equity accounting. These are companies over which the Group has between 20% and 50% of the voting rights, and over which the Group exercises significant influence, but it does not control. Equity accounting involves recognising in the income statement the Group s share of the associates profits or losses for the year. The Group s interest is carried in the balance sheet at an amount that reflects its share of the net assets of the associated companies less negative goodwill (net of accumulated amortisation as set out in note 2(b)). The gain or loss on the disposal of an associated company represents the difference between the proceeds of the sale and the Group s share of its net assets together with any goodwill or negative goodwill which was not previously charged or recognised in the consolidated income statement at the date of disposal. (d) Investment securities (i) Other investments The Group s interest in companies other than subsidiaries and associated companies for long term purpose are shown as other investments and are stated at cost less provision made to the extent that the directors consider significant permanent diminution in value has taken place. When a decline other than temporary has occurred, the carrying amount of such investments will be reduced to its fair value. The amount of reduction is charged to the income statement. Dividend income arising from these investments is recognised when the amount is received. Upon disposal of other investments, the difference between the net disposal proceeds and the carrying amounts are charged or credited to the income statement. (ii) Trade investments Trade investments are carried at fair value. At each balance sheet date, the net unrealised gains or losses arising from the changes in fair value of the investments are recognised in the income statement. Profits or losses on disposal of the trade investments, representing the difference between the net sales proceeds and the carrying amounts at the date of disposal, are recognised in the income statement as they arise. (e) Revenue recognition Revenue from sale of developed land is recognised when the relevant land sale agreement is completed and the transfer of possession of land has been acknowledged by the customer in writing. Revenue from sale of developed properties is recognised either when the sales agreement has been completed and the relevant title has been transferred or when the relevant building has been examined and approved for occupation by the relevant authorities, whichever is the later

72 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE FINANCIAL STATEMENTS 2 Principal accounting policies (continued) (e) Revenue recognition (continued) In respect of sale of land / properties by instlament, revenue is recognised to the extent of instalment received or receivable as set out in the payment schedule of the sales agreement and is determined as the fair value calculated by discounting the corresponding instalment at the implicit rate of interest. The corresponding interest element is recognised as revenue on a time proportion basis. Cost of land / property sold by instalments is recognised with reference to the percentage of revenue recognised to total fair value of the relevant asset. Deposits and instalments received from customers on land and properties prior to the recognition of revenue are regarded as current liabilities. Proceeds receivable from customers after sales recognition are regarded as current assets. Interest income is recognised on a time proportion basis, taking into account the principals outstanding and interest rates applicable. Rental income is recognised on a straight-line basis. Relocation income and management fee income are recognised when services are rendered. (f) Properties under development Properties under development comprise land use rights and relevant construction expenditure on land resumption, development, infrastructural work and interest capitalized less accumulated foreseeable losses. Properties under development are not depreciated and stated at costs less any foreseeable losses. On completion, properties are transferred to investment properties or properties held for sale and are accounted for as set out in note 2(g) and 2(i) respectively. (g) Land use rights Land use rights granted with consideration are stated at acquisition cost and recognised initially under properties under development. Upon completion of the development / construction of the properties, land use rights are reclassified and accounted for in accordance with the intended use of the properties. Regarding investment properties, the corresponding land use rights are separately stated as assets in the balance sheet and are amortised over its remaining terms in accordance with note 2(h)(i). Regarding properties for sale, the corresponding land use rights are included as part of the properties and accounted for in accordance with note 2(i)

73 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE FINANCIAL STATEMENTS 2 Principal accounting policies (continued) (h) Fixed assets (i) Investments properties Investment properties are interests in properties in respect of which construction work and development have been completed, and which are held for their long term investment purpose, any rental income being negotiated at arm s length. Land use rights in respect of investment properties are accounted for as separate assets at cost less amortisation. Costs are amortised over the land use rights period on a straightline basis. As a result of an inability to estimate reliably the fair value attributable to the building component, the buildings are stated at the construction cost after deducting accumulated depreciation and impairment losses. Depreciation of building component is calculated to write off the cost less impairment losses over 30 years on a straight-line basis. (ii) Other fixed assets Other fixed assets are stated at cost less accumulated depreciation and impairment losses. Depreciation of fixed assets is calculated to write off their costs less impairment losses on a straight-line basis over their expected useful lives to the Group, taking into account the estimated residual value of the assets. The expected useful lives of the Group s other fixed assets are as follows: Buildings 30 Temporary relocation quarters 5 Furniture, fixtures and office equipment 5 Motor vehicles 6 Number of years Where the carrying amount of a fixed asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. The gain or loss on disposal of a fixed asset is the difference between the net sales proceeds and the carrying amount of the relevant asset, and is recognised in the consolidated income statement. (i) Properties held for sale Properties held for sale comprise of completed land and properties remaining unsold at year end and are stated at the lower of cost and net realisable value. (j) Interest capitalisation Interest incurred relating to the financing of the Group s construction in progress of properties under development is capitalised until the assets are completed for sale or their intended use. Interest on other borrowings is charged to income statement as incurred

74 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE FINANCIAL STATEMENTS 2 Principal accounting policies (continued) (k) Accounts receivable and loans receivable Accounts receivable and loans receivable are carried at anticipated realisable value. An estimate is made for doubtful receivables based on a review of all outstanding amounts at the year end. Bad debts are written off during the year in which they are identified. Provision is made against accounts receivable to the extent that they are considered to be doubtful. Accounts receivable in the balance sheet are stated net of such provision. (l) Cash and cash equivalents For the purposes of the cash flow statement, cash and cash equivalents comprise cash in hand and deposits at banks, net of short term bank loans with maturity of three months or less from the date of borrowing. (m) Retirement scheme obligations The Group participates in the defined contribution retirement schemes organised by the municipal governments where the Group operates. The plan is funded by payments from employees and by the relevant group companies at a particular rate of the total salaries. The Group s contributions to the defined contribution retirement scheme are charged to the income statement as and when incurred. (n) Deferred income tax Deferred income tax is provided, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Current enacted tax rates are used to determine deferred income tax. (o) Foreign currencies The Group maintains its books and records in Renminbi. Foreign currency transactions during the year are translated into Renminbi at the applicable rates of exchange at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are incorporated into the accounts by translating foreign currencies into Renminbi at the applicable exchange rates prevailing at the balance sheet date. Exchange differences arising are dealt with in the operating results

75 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE FINANCIAL STATEMENTS 2 Principal accounting policies (continued) (p) Contingent liabilities A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recongised because it is not probable that outflow of economic resources will be required or the amount of obligation cannot be measured reliably. A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that outflow is probable, it will then be recognised as a provision. 3 Turnover RMB 000 RMB 000 Sale of land by instalment 1,793, ,717 Sale of properties 168, , ,962, , All sales are made in the PRC. Business segment information is not shown since with the exception of sales of land and properties, no other business segment contributed more than 10% of the consolidated revenue, results and assets. 4 Gain on disposal of associated companies During the year, the Group disposed of its investment in associated companies to certain third parties and Shanghai Lujiazui (Group) Company Limited, the ultimate holding company, at a total cash consideration of RMB239,155,000 and RMB6,169,000 respectively, which resulted in a gain of RMB36,424,000 and RMB4,106,000 respectively

76 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE FINANCIAL STATEMENTS 5 Net other operating income Note RMB 000 RMB 000 Rental income on investment properties and land 10,380 14,308 Realised/unrealised gains on trade investments 3,341 2,892 Dividend income 16,154 3,408 Relocation income 12,875 - Gain on disposal of relocation quarters 4,157 - Other income 7,630 7,845 Write back of impairment on investment properties - 6, ,537 35, Operating profit The operating profit is stated after crediting and charging the following: RMB 000 RMB 000 Crediting Amortisation of negative goodwill (375) (62) Write back of provision for properties held for sales (1,600) - Write back of diminution in other investments (6,540) (203) Charging Cost of sales of land 1,202, ,647 Cost of sales of properties 144, , Total cost of sales 1,347, ,945 Depreciation of fixed assets 23,683 33,833 Amortisation of land use rights of investment properties 2, Amortisation of goodwill Provision for staff bonus and welfare fund 289 4,795 Staff costs 33,378 24,960 Contributions to defined contribution retirement schemes 2,926 2,601 Loss on disposal of fixed assets 64 - Provision for doubtful debts 6,840 9,879 Provision for foreseeable losses on properties under development - 10,

77 SHANGHAI LUJIAZUI FINANCE & TRADE ZONE DEVELOPMENT CO., LTD. NOTES TO THE FINANCIAL STATEMENTS 7 Finance income RMB 000 RMB 000 Interest expenses on bank borrowings (43,996) (78,748) Interest expense on amount due to ultimate holding company (2,216) - Interest income attributable to land sales by instalments 48,237 37,499 Bank interest income 13,528 16,306 Interest income on amount due from ultimate holding company - 50,384 Net foreign exchange loss (432) (66) Other finance charges (8) (558) Net finance income 15,113 24, Taxation Note RMB 000 RMB 000 Income tax for the current year (a) 87,294 36,193 Share of taxation of associated companies Deferred tax (6,491) ,662 30, (a) PRC income tax of the Group is calculated based on the assessable profits of the companies comprising the Group for the year at the tax rates applicable to the respective companies. The difference between the actual taxation charge in the consolidated income statement and the amount which would result from applying the applicable tax rate to profit before taxation can be reconciled as follows: RMB 000 RMB 000 Profit before tax 604, , Tax calculated at the applicable tax rate of 15% 90,627 22,844 Non-deductible foreseeable/impairment losses on properties under development and investment properties - 6,427 Non-taxable income (2,445) (979) Non-taxable gain on disposal of associated companies (6,080) - Expenses not deductible for tax purposes 4,365 - Others 2,195 1, Tax charge 88,662 30,