1、Annual Report 2004 Summary Chongqing Jianshe Motorcycle Co.,Ltd.1Chongqing Jianshe Motorcycle Co.,Ltd.Annual Report 2004 Summary(International)1 Important Declaration 1.1 The Board of Directors and the directors of the Company guarantee that there are no significant omissions,fictitious or misleadin
2、g statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness,accuracy and completeness of the Report.This text is abstracted from the complete Annual Report,for details please read the complete version of the Annual Report.1.2 Directors presented t
3、he meeting raised no objection on this report 1.3 Directors absented from the Board meeting Name of the Director Reason for absent Consignees He Tongwei On business travel Bai Baolin Meng Weidong On business travel Xu Mingyue 1.4 Shenzhen Nanfang-Minhe Certified Public Accountants issued standard au
4、diting report without qualified opinion.1.5 Mr.Chen Yongqiang,the Chairman of Board,Mr.Qiu Lin,the Deputy General Manager and Mr.Teng Feng,the Chief Financial Officer hereby declares their responsibilities for the truthfulness and completeness of the Financial Statement carried in this report.2 Comp
5、any Profile 2.1 Company Profile Stock ID ST Jianmo B Stock Code 200054 Stock Exchange Shenzhen Stock Exchange Registered address and office address Registered address:47 Xiejiawan Zhengjie Jiulongpo District,Chongqing Office Address:47 Xiejiawan Zhengjie Jiulongpo District,Chongqing Post Code Post C
6、ode:400050 Post Code:400050 Website:http:/E Annual Report 2004 Summary Chongqing Jianshe Motorcycle Co.,Ltd.22.2 Contacts Secretary of the Board Name Ju Bing Address No.47 Xiejiawan Zhengjie,Jiulongpo District,Chongqing Tel.023-68676987 Fax.023-68676987 E 3 Financial Highlights 3.1 Major accounting
7、data In RMB Yuan 2004 2003 Increase/decrease from the previous year(%)2002 Major business turnover 1,384,716,000.00 488,950,000.00Gross profit 11,700,000.00-136,815,000.00Net profit 11,799,000.00-134,748,000.00Net profit deducted non-recurring gain/loss-53,711,000.00-144,720,000.00Net Cash flow gene
8、rated by business operation 199,612,000.00-24,591,000.00 End of 2004 End of 2003 Increase/decrease(%)End of 2002 Gross Assets 1,717,668,000.00 1,100,988,000.00Shareholders Equity(Exclude Minority Shareholders Equity)172,056,000.00 160,257,000.003.2 Major financial indices In RMB Yuan 2004 2003 Incre
9、ase/decrease from the previous year(%)2002 Earnings per share 0.02-0.32Earnings per share(Note)-Net earnings/capital ratio 7.00%-92.62%Net profit/asset ratio on net profit less non-recurring gain/loss-31.22%-68.00%Net Cash flow per share generated by 0.42-0.05Annual Report 2004 Summary Chongqing Jia
10、nshe Motorcycle Co.,Ltd.3business operation End of 2004 End of 2003 Increase/decrease(%)End of 2002 Net asset per share 0.36 0.34Net asset per share,adjusted 0.24 0.32Note:In case of the capital share has been changed at the date of this report comparing with that of at the beginning of report term,
11、the new capital shares will be adopted in accounting of earnings per share.3.3 Diversity between the Domestic and the International Accounting Standards applicable not applicable In RMB Yuan Domestic Accounting Standard Overseas accounting standard:Net profit Statement about the diversity Under“Corp
12、oration Accounting Standard”26,653,000.00 Plus:Depreciation(4,167,000.00)Diversity of related transactions 8,590,000.00 Diversity of equity investment(2,897,000.00)Account payable not need to be paid 6,893,000.00)Minor shareholders equity(57,000.00)Other gain/loss 1,562,000.00 Deferred tax 1,996,000
13、.00 4 Changes in Share Capital&Particulars about Shareholders 4.1.Statement of Changes in Shares In shares Before the changeChanged(+,-)After the changed Sub-total I.None negotiable shares 1.Promoters shares Incl.State-owned shares 0 0 0Domestic legal person shares Overseas legal person shares 0 0 0
14、Others 0 0 02.Legal person shares placed 0 0 03.Employees shares 0 0 04.Preference shares or others 0 0 0Total of non-negotiable shares II.Negotiable shares 1.Common shares in RMB 0 0 02.Foreign shares in domestic market 3.Foreign shares in overseas market 0 0 04.Others 0 0 0Total of negotiable shar
15、es III.Total of capital shares Annual Report 2004 Summary Chongqing Jianshe Motorcycle Co.,Ltd.4Shares allotted from foundations,employees shares traded on site,shares allotted to strategic investors,and shares allotted to common legal persons shall be presented their amount.applicable not applicabl
16、e 4.2 Top Ten Shareholders and Top Ten Negotiable Share Holders Total shareholders at the end of the report period 18,960Top Ten Shareholders Full name of shareholder Changed in the term Shares held at the end of report term Proportion%Class of share Pledged or frozen Property of shareholder Jianshe
17、 Industry(Group)Co.,Ltd.0 339,625,000 71.13%Non-negotiable 0State-owned China Northern Industry Shenzhen Company 0 17,875,000 3.74%Non-negotiable State-owned HARUHIKO SUZUKI 1,437,336 0.30%Negotiable Others Shen Guo 1,317,336 0.28%Negotiable Others SEUNG YEOL PARK 1,038,325 0.22%Negotiable Others TA
18、NG JING YUAN 914,500 0.19%Negotiable Others Liu Bingtian 766,603 0.16%Negotiable Others Yang Yang 715,500 0.15%Negotiable Others Lie Zhidong 696,000 0.15%Negotiable Others Chen Yune 616,000 0.13%Negotiable Others Top Ten Shareholders of Negotiable Shares Full name of shareholder Negotiable shares he
19、ld at the end of report term Share categories(A,B,H or others)HARUHIKO SUZUKI 1,437,336B shares Shen Guo 1,317,336B shares SEUNG YEOL PARK 1,038,325B shares TANG JING YUAN 914,500B shares Liu Bingtian 766,603B shares Yang Yang 715,500B shares Lie Zhidong 696,000B shares Chen Yune 616,000B shares Li
20、Jianping 603,935B shares Wang Qilin 598,429B shares Notes to relationship or“action in concert”among the top ten shareholders.The Company dont know whether there is any related relationship among the above shareholders,neither any“Action in Concert”in as set out by“Information Disclosing Regulations
21、 for Changing of Shareholding Status”.4.3 Change in Controlling Shareholder and the Actual Controller 4.3.1 Change in Controlling Shareholder and the Actual Controller applicable not applicable 4.3.2 Profile of the Controlling Shareholder and the Actual Controller Jianshe Industry(Group)Co.,Ltd.,the
22、 contolling shareholder of the Company was incorporated on September 9th,Annual Report 2004 Summary Chongqing Jianshe Motorcycle Co.,Ltd.51995 with registered capital of RMB409.550 million.The legal representative is Mr.Nie Xiaofu.It is a state-owned subsidiary of China Military Equipment Group Comp
23、any.The business scope of the Group is:manufacturing and distributing of motorcycle,measure instruments,civil guns,machinery,air and conditioner;distribution of general machinery,electronic machinery,metal materials(excluding noble metals);repairing of home appliance;equipment installation and repai
24、ring;export the products of the Group itself;import of machinery and equipment,spare parts,raw materials that are required by the production of the Group itself.Operating o f compensation trade.In the report term,the practical controller of the Company is CMEG.CMEG was found on June 29th 1999 with r
25、egistered capital of RMB12,645.21 million,Mr.Xu Bin is the legal representative of the company.The company is involved in:investment and administration of state-owned assets;Developing,designing,manufacturing,sales,maintaining,of artillery,arms,missile,ammos,gun powder,rocket fuel,fuse,photon produc
26、ts,electric&photon-electric products,commanding&controlling equipment,night-viewing equipment,dynamite engineering,anti-chemical equipment,simulating training equipment,civil arms,machinery,automobile,measuring devices,fire protection equipment,environment protection equipment,construction machinery
27、,information&telecommunication equipment,chemical materials,medical equipment,metal and non-metal materials&products,construction materials;warehousing and trucking.4.3.3 Diagram of the controlling relationship between the Company and actual controller China Military Equipment Group Co.State-owned P
28、roperty Administrative Committee 100%Jianshe Industry(Group)Co.,Ltd.100%Chongqing Jianshe Motorcycle Co.,Ltd.71.13%Annual Report 2004 Summary Chongqing Jianshe Motorcycle Co.,Ltd.6 5 Directors,Supervisors and Senior Executives 5.1 Changes in Shares Held by Directors,Supervisors and Senior Executives
29、 Name Position Gender Age Job Term Shares held at the beginning of term Shares held at the end of term Causation of change Chen Yongqiang Chairman M 51 Since Feb.26 2003 0 0 Qiu Lin Director M 42 Since May 23rd 2002 0 0 Xi Zhengxing Director M 48 Since May 23rd 2002 0 0 Li Zhencheng Director M 53 Si
30、nce May 23rd 2002 0 0 Bai Baolin Director M 56 Since May 23rd 2002 0 0 He Tongwei Director M 57 Since May 23rd 2002 0 0 Sun Fangcheng Independent Director M 42 Since May 23rd 2002 0 0 Meng Weidong Independent Director M 41 Since May 23rd 2002 0 0 Xu Mingyue Independent Director M 42 Since Feb.26 200
31、3 0 0 Zhu Zhiyong Independent Director M 40 Since Feb.26 2003 0 0 Lu Hongxian Supervisor M 36 Since May 23rd 2002 0 0 Chen Fengzhen Supervisor F 49 Since May 23rd 2002 0 0 Gao Jun Supervisor F 55 Since May 23rd 2002 0 0 Wu Changlin Supervisor M 49 Since May 23rd 2002 0 0 Zhang Dongyan Supervisor F 5
32、0 Since May 23rd 2002 0 0 Yue Guohua Vice General Manager M 41 Since May 23rd 2002 0 0 Xu Yong Vice General Manager M 39 Since May 23rd 2002 0 0 Lei Ming Vice General Manager M 47 Since Feb.26 2003 0 0 Teng Feng CFO,Vice GM M 33 Since May 23rd 2002 0 0 Ju Bing CFO M 37 Since May 23rd 2002 0 0 5.2 Pa
33、rticulars about the directors and supervisors who take jobs in the shareholding parties applicable not applicable Name Name of the shareholder Position taken Job term since Get reward or allowance?Chen Yongqiang Jianshe Group?Chairman,Secretary of CCP Committee,GM Dec.2002 Yes Qiu Lin Jianshe Group
34、Vice GM Nov.1997 Yes Xi Zhengxing Jianshe Group Vice GM Nov.1997 Yes Li Zhencheng Jianshe Group Vice GM Feb.2000 Yes Lu Hongxian Jianshe Group Vice secretary of the CCP committee,Chairman of the workers union July 2001 Yes Chen Fengzhen Jianshe Group Chief accountant April 2003 Yes Gao Jun Jianshe G
35、roup Director of auditing office,vice director of auditing and inspection dept.Jan 1999 and Dec.2001 Yes Wu Changlin Jianshe Group Vice secretary of discipline committee,director of discipline office,inspection division Dec.1999 and Dec.2991 Yes Annual Report 2004 Summary Chongqing Jianshe Motorcycl
36、e Co.,Ltd.75.3 Annual remuneration of directors,supervisors and senior executives In RMB 10 thousand Yuan Total of annual reward 86.49Top 3 directors 9.85Top 3 managements 17.42Independent Director 2.0010K/Person.Year Other expenses of Independent Directors:None Directors and supervisors not taking
37、rewards from the Company Chairman Chen Yongqiang,Director Qiu Lin,Xi Zhengxing,Li Zhencheng,and Supervisor Chen Fengzhen,Gao Jun,Wu Changlin Reward distribution Number of people Bellow 50K 450K-60K 5 6.Report of the Board of Directors 6.1 Analyzing of overall business status for the report term Basi
38、ng on further researching on the historical environment and market trend for motorcycle products and auto air-conditioner,the Company formed its overall business plan for next 6 years,which is“3-steps in 6 years”.For the year of 2004,the Company carried forward implementation of the“9 Major Projects
39、”,and realized the 1st step transforming from domestic player into an international competitor.Backed by the technologies of Yamaha,the Company keep working on both of the domestic and overseas market,push forward the construction of manufacturing bases in Chongqing,Shanghai and Guangdong.Through en
40、hancing of product structure adjustment and market developing,cutting of costs,and capital re-construction,the economical operation quality and risk resistance capability was empowered constantly.The Companys image was rebuilt in the capital market,the motorcycle industry and the customers as well.T
41、hese laid a good foundation for the consistency and healthy of development.As for year 2004,the gross asset was amounted to RMB thousand,which increased by over the previous year;gross liability was RMB thousand,which increased by%over the previous year;the liability/asset ratio was which increased
42、slightly over the previous year;At the end of year 2004,the shareholders equity was amounted to RMB thousand,which increased by%over the previous year,including:share capital RMB thousand,capital reserves RMB thousand,surplus reserves RMB thousand,and distributable profit of RMB thousand.The Company
43、 has achieved major business revenue of RMB thousand for the entire year,which increased by%over the previous year;gross profit of RMB thousand,net profit of RMB thousand,income per share RMB,net asset per shar e RMB0.36 and net income/asset ratio of.1.Regarding the domestic market of motorcycle:The
44、 Company adopted the strategies of“emphasizing on lower section and external”and“emphasizing on country side”,enforced the 4-forth process on personnel,commanding,service and planning.The sales volume was increased significantly by carry out of general promotion actions in eight territories includin
45、g Sichuan province.Great attention was laid on construction of networks of spare parts sales and after-service to enforce the core market and the weak point as well.For the year of 2004,the Company Annual Report 2004 Summary Chongqing Jianshe Motorcycle Co.,Ltd.8realized overall sales of 743.9 thous
46、and motorcycles in domestic market,which increased by 49.4%over the corresponding term of last year at the same statistics range.2.Regarding the international market of motorcycle:The Company enforced researching on overseas development strategies and restructuring.Investment been made concentrating
47、 on major markets;Sales network construction was enforced;Risk controlling capability was increased;Model JS250ATV has successfully passed the Europe Standard Certification test,which laid a good foundation for exporting by great scale in 2005.For the year of 2004,the Company has realized sales volu
48、me of 104.9 thousand motorcycles in international market,which decreased by 13.8%from the corresponding term of last year at the same statistics range.3.Regarding the developing and production of motorcycles:The Company has accomplished developing of 28 brand new models,31 reforming models,and 2 typ
49、es of engines.20 of the models have achieved the requirement of band II of national pollution regulations.JS250ATV has passed the Europe II standard test,which filled up the vacancy of the domestic motorcycle industry and became one of the leading products.The developing process has been redesigned
50、and optimised.Investment on product developing has been completed both on software and hardware.“5-S”equipment management process was enforced significantly;Equipment management was enhanced,the spare part management database was improved which enables better controlling on spare parts management.4.
