1、CHANGCHAI COMPANY,LIMITED SEMI-ANNUAL REPORT 2004(SUMMARY)1.Important Notice 1.1 The Board of Directors of the Changchai Company,Limited(hereinafter referred to as the Company)individually and collectively accept responsibility for the correctness,accuracy and completeness of the contents of this re
2、port and confirm that there are no material omissions nor errors which would render any statement misleading.The summary of 2004 semi-annual report is abstracted from the semi-annual report;and full t ext of the semi-annual report is published on the Internet website http:/in the mean time.The inves
3、tors are suggested to read the full text of semi-annual report to understand more details.1.2 Due to business trip,Director Mr.Xu zhenpin was absent from the Board meeting,and entrusted Director Mr.Shi jianchun to attend and vote on his behalf.Director Xue guojun was absent from the Board meeting wi
4、thout entrusting other Director to vote.1.3 Person in charge of the Company Mr.Zhang Junyuan,person in charge of the accounting Mr.Xue Guojun and person in charge of accounting organ Mr.Tang Jianzhong hereby confirm that the Financial Report of the Semi-annual Report is true and complete.1.4 The 200
5、4 semi-annual financial report of the Company has not been audited.2.Company Profile 2.1 Basic information Short form of the stock Su Changchai A,Su Changchai B Stock code 000570,200570 Listed stock exchange Shenzhen Stock Exchange Secretary of the Board of Directors Securities Affairs Representativ
6、e Name Shi jianchun He Jianjiang Contact address No.123,Huaide Middle Road,Changzhou,Jiangsu No.123,Huaide Middle Road,Changzhou,Jiangsu Telephone 86-519-6610041 6600448 86-519-6603656-3155 Fax 86-519-6630954 86-519-6630954 E-mail S H 2.2 Major financial data and indexes 2.2.1 Major accounting data
7、and financial indexes Items Jun.30,2004 Dec.31,2003 Increase/decrease at the end of this report period compared with the year-begin Current assets 1,031,105,712.30 1,172,920,933.87-12.09 Current liabilities 881,205,225.16 1,123,753,096.05-21.58 Total assets 1,737,021,766.84 1,944,525,309.92-10.67 Sh
8、areholders equity(excluding minority interest)820,287,904.26 784,584,991.89 4.55 Net assets per share 2.19 2.10 4.55 Net assets per share after adjustment 1.82 1.67 8.98 Items Jan.to Jun.,2004 Jan.to Jun.,2003 Increase/decrease in this report period compared with the same period of last year(%)Net p
9、rofit 15,214,031.00 23,426,089.00-35.06 Net profit after deducting non-recurring gains and losses 2,002,128.23 24,467,842.00-91.82 Earnings per share(RMB)0.041 0.063-34.92 Return on equity(%)1.85 3.09-1.24 Net cash flow arising from operating activities 18,008,068.86 55,448,413.00-67.52 2.2.2 Items
10、of deducting non-recurring gains and losses Applicable Inapplicable Items of non-recurring gains and losses Amount Net income/expenses of non-operating-1,451,832.73 Subsidy income 995.36 Investment income 11,911,177.63 Switaching back total of provision for devaluation of assets 2,751,562.51 Total 1
11、3,211,902.77 2.2.3 Difference between CAS and IAS Applicable Inapplicable Unit:RMB CAS IAS Net profit 15,214,031.00 15,214,031.00 Explanation of the difference Net profit As per Chinese Accounting Standards 15,214,031.00 Net income of sales of affiliated company Writing off the unconfirmed investmen
12、t loss Writing off the minority interest Others As per International Accounting Standards 15,214,031.00 3.Changes in Share Capital and Particulars about Shares held by Main Shareholders 3.1 Statement of change in shares Applicable Inapplicable 3.2 Particulars about shares held by the top ten shareho
13、lders Total shareholders at the end of report period 71308 Particulars about shares held by the top ten shareholders Name of Shareholder Increase/decrease in the report period Holding shares at the period-end(share)Proportion(%)Type of shares Number of share pledged or frozen Nature of shareholders
14、1.CHANGZHOU STATE ASSETS ADMINISTRATIVE BUREAU 0 153,160,000 40.92 Non-circulating 0 State-owned shareholder 2.WUJIN DIESEL ENGINEER BLOCK FACTORY 0 5,330,000 1.42 Non-circulating 0 Legal person shareholder 3.NAM NGAI+401,674 2,084,084 0.56 Circulating Unknown Foreign shareholder 4 BENNIU AGRICULTUR
15、AL MACHINERY FACTORY 0 1,760,000 0.47 Non-circulating 0 Legal person shareholder 5.MERRL LYNCH INTERNATIONAL 0 1,000,000 0.27 Circulating Unknown Foreign shareholder 6.HE YONG HANG+11,800 938,398 0.25 Circulating Unknown Foreign shareholder 7.XU MENG QUAN 803,200 0.21 Circulating Unknown Foreign sha
16、reholder 8.XU BIN SHENG 0 722,550 0.19 Circulating Unknown Foreign shareholder 9.LIU DE DI 0 645,210 0.17 Circulating Unknown Foreign shareholder 10.LIV LY+700 638,000 0.17 Circulating Unknown Foreign shareholder Particulars about shares held by the top ten shareholders of circulation share Sharehol
17、ders name(full name)Holding circulation shares at the period-end Type of shares(A-share,B-share,H-share and other)1.NAM NGAI 2,084,084 B-share 2.MERRL LYNCH INTERNATIONAL 1,000,000 B-share 3.HE YONG HANG 938,398 B-share 4.XU MENG QUAN 803,200 B-share 5.XU BIN SHENG 722,550 B-share 6.LIU DE DI 645,21
18、0 B-share 7.LIV LY 638,000 B-share 8.LIU ZILI 587,071 B-share 9.TOYO SECURITIES ASIA LIMITED-A/C CLIENT 565,900 B-share 10.SHEN YUAN QIN 537,800 B-share Explanation on associated relationships or consistent actions among the said shareholders The Company was unknown whether there exists associated r
19、elationship and the consistent actionist regulated b y the Management Measure of Information Disclosure on Change of Shareholding for Listed Companies among the said shareholders.Shareholders name Appointed period of holding share Explanation on the appointed period of holding shares which strategic
20、 investor or general legal person participates in the allotment of new shares-3.3 Particulars about change in controlling shareholder and actual controller of the Company Applicable Inapplicable 4.Particulars about Directors,Supervisors and Senior Executives 4.1 Particulars about changes in shares h
21、eld by directors,supervisors and senior executives Applicable Inapplicable Name Office title Holding shares at the year-begin Holding shares at the year-end Reason for change Wu Keyun Supervisor 0 200 Buying 5.Discussion and Analysis of the Management 5.1 Statement of main operations classified acco
22、rding to industries Unit:RMB Industries Income from main operations Cost of main operations Gross profit ratio(%)Increase/decrease in income from main operations over the same period of last year(%)Increase/decrease in cost of main operations over the same period of last year(%)Increase/decrease in
23、gross profit ratio over the same period of last year(%)Diesels 751,966,874.72 665,492,002.62 11.50 5.05 10.11-26.09 Accessories and fittings 59,968,327.09 60,981,965.04-1.69 48.35 37.39 8.11 Including:related transactions 31,243,779.42 27,650,799.57 11.50 5.05 10.11-26.09 Pricing rules of related tr
24、ansactions Pricing rules of related transactions are:to confirm the price of the detailed related transactions referring to the market price of products in the same kind according to the principle of fairness,justness and openness.Including:total amount of related transactions that the Company sold
25、products to its controlling shareholder and subsidiaries was RMB 31,243,779.42 in the report period.5.2 Particulars about main operations classified according to areas Areas Income from main operations(RMB0000)Increase/decrease in income from main operations over the last year(%)East China 54,968.89
26、 22.36 Northeast 6,819.02-31.73 Southwest 8,241.03 52.94 Central China 5,987.71-7.64 North China 4,177.94 2.34 Northwest 2,612.94-40.16 South China 2,698.47 143.13 5.3 Other operations affecting material influence on net profit Applicable Inapplicable 5.4 Operation of share-holding companies(applica
27、ble to the situation where investment earnings takes over 10%of its net profit)Applicable Inapplicable 5.5 Explanation on reasons of material changes in main operations and its structure Applicable Inapplicable 5.6 Explanation on reasons of material changes in profitability capability of main operat
28、ions(gross profit ratio)than that in the last year Applicable Inapplicable In the report period,since prices of raw materials continued to climb up,the cost of purchase of the Company increased,which made the gross profit ratio decreased by a relatively great margin over the same period of last year
29、.5.7 Analysis to reasons of material changes in profit structure compared with the previous year Applicable Inapplicable Jan.-Jun.2004 2003 Amount(RMB)Proportion in total profit(%)Amount(RMB)Proportion in total profit(%)Profit from main operations 85,262,302.26 556.69 221,739,637.28 621.15 Profit fr
30、om other operations 8,597,410.08 56.13 10,695,249.02 29.96 Period expenses 89,004,077.32 581.12 192,668,458.02 539.71 Investment earnings 11,911,177.63 77.77 998,834.45 2.80 Subsidy income 995.36 0.006 2,036,434.92 5.70 Net amount of non-operating income and expenditure-1,451,832.73-9.48-7,103,353.5
31、2-19.90 In the report period,increase in investment earnings was mainly because that the Company confirmed the investment earnings amounting to RMB 10 million gained from the transfer of equity of Changchai Combined Cropper Co.,Ltd.according to the provisions in CK(2002)No.18 Document.5.8 Applicatio
32、n of the raised proceeds 5.8.1 Use of the raised proceeds Applicable Inapplicable 5.8.2 Particulars about the changed projects Applicable Inapplicable 5.9 Plan of the Board on amending the business plan in the second half of the year Applicable Inapplicable 5.10 Estimation on accumulative net profit
33、 from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason Applicable Inapplicable According to the production and operation of the Company at present and
34、 analysis to the external market environment,there existed relatively great uncertainties in the profit of the Company in the 3rd quarter of the year,it was predicted that the net profit during January to September would change by a relatively great margin over the same period of last year.5.11 Expl
35、anation of the Management on“Qualified Opinion”from the Certified Public Accountants in the report period Applicable Inapplicable 5.12 Explanation of the Management on changes and disposal of the issues involved in“Qualified Opinion”from the Certified Public Accountants in the last year Applicable I
36、napplicable 6.Significant Events 6.1 Acquisition and sales of assets and assets restructure 6.1.1 Assets acquired Applicable Inapplicable 6.1.2 Assets sold Applicable Inapplicable The other party of the transaction and assets sold Date of sales Transaction price Net profit of the sold assets contrib
37、uted to the listed company from year-beginning to the date of sales Gains/losses arising from the sales Related transactions or not(if yes,explaining the pricing rules)Assignee:Changzhou Roll Bearing Co.,Ltd.Assets sold:15%equity of Changzhou Vehicle Co.,Ltd.Jan.15,2004 RMB 900,000 0 RMB 900,000 No
38、6.1.3 Progress of these events and its influence on the operating results and financial status in the report period after the report on assets restructure or public notice o n acquisition and sales of assets being published Applicable Inapplicable 6.2 Guarantees Applicable Inapplicable Name of objec
39、ts guaranteed Date of happening(date of agreement signing)Amount of guarantee Type of guarantee Term of guarantee Finish implementation or not Guarantee for related parties or not(yes or no)Changzhou Tractor Factory Aug.21,1998 6400 Credit Aug.21,1998 Nov.30,2006 No No Changzhou Gear Factory May 28,
40、2004 2000 Credit May 28,2004 Mar.26,2005 No No Changzhou Gear Factory Jun.16,2004 3000 Credit Jun.16,2004 Jun.15,2005 No No Total amount of guarantees(RMB0000)6563 Total balance of guarantees 19693 Including:total balance of related guarantees 1360 Total illegal guarantees 1360 Proportion of total g
41、uarantees in net assets of the Company 24.01 Total guarantees provided by the listed company to its controlling subsidiaries 1220 6.3 Current related credits and liabilities Applicable Inapplicable Unit:RMB0000 Providing capital to correlative parties Providing capital to the listed company by relat
42、ed parties Related parties Related relationship Amount Balance Amount Balance Changchai Group Co.,Ltd.Legal person controlled by the controlling shareholder-521 7802 Changchai Group Import&Export Company Affiliated enterprise of Changchai Group-458 8317 Changchai Industrial Corporation Affiliated en
43、terprise of Changchai Group 0 1289 28 28 Total-979 17408 28 28 Including:amount and balance of capital provided by the Company for its controlling shareholder and subsidiaries was RMB-9.79 million and RMB 174.08 million in the report period.6.4 Material lawsuits and arbitrations Applicable Inapplica
44、ble In the report period,the accumulated amount of the Company involved in the lawsuits and arbitrations was RMB 69.8817 million,accounting for 8.52%of the total amount of net assets at the end of the report period.For details,please refer to notes to financial statements in Annual Report 2003 of th
45、e Company.The progress of the cases:(1)The case that Wuwei Feiyi Agro-vehicle Co.,Ltd.owed RMB 2.02 million to the Company was finished its implementation.(2)Anhui Dangshan Hongda Agro-vehicle Company has become impoverished,which are under implementation now.6.5 Other significant events and explana
46、tion on analysis to their influences and solutions Applicable Inapplicable On Jan.15,2004,the Company signed an equity transfer agreement with Changzhou Roll Bearing Co.,Ltd.(hereinafter referred to as Roll Bearing)and agreed to transfer its 15%equity of Changzhou Vehicle Co.,Ltd.(hereinafter referr
47、ed to as Vehicle Company)to Roll Bearing with the assets of Vehicle Company evaluated by the qualified agent as reference basis for the transaction price,which was confirmed at RMB 900,000 finally.7.Financial Report 7.1 Auditing opinion Financial Report Unaudited Audited Auditing opinion Unqualified
48、 Qualified Full text of auditing opinion 7.2 Income statement of comparative consolidation and parent company(attached)7.3 Notes to financial report 7.3.1 In the report period,accounting policies,accounting estimates and methods for accounting did not change.7.3.2 In the report period,since the Comp
49、any conducted equity transfer(for details,please refer to significant events in Annual Report 2003 of the Company),Changchai Yinchuan Diesel Co.,Ltd.and Changzhou Vehicle Company,originally controlling subsidiaries of the Company,were not listed into the scope of consolidated statements in the repor
50、t period.Board of Directors of Changchai Company,Limited Aug.11,2004 Statement of Profit and Profit Distribution(Jan.Jun.2004)Company:Changchai Company,Limited and its subsidiary companies Unit:RMB In this report period At the same period of last year Items The Company The Group The Company The Grou
