1、 1CHANGCHAI COMPANY,LIMITED SEMI-ANNUAL REPORT 2003 Important Notice 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 report and con
2、firm that there are no material omissions nor errors which would render any statement misleading.Due to some business,Director Mr.Xu Zhenping was absent from the Board meeting,and entrusted Director Mr.Xue Guojun to attend and vote on his behalf;Director Mr.Zhu Zhihong was absent from the Board meet
3、ing and did not entrust the other Director to vote on his behalf.Person in charge of the Company Mr.Zhang Junyuan,person in charge of the accounting Mr.Xue Guojun and person in charge of handling accounting affairs Mr.Tang Jianzhong hereby confirm that the Financial Report of the Annual Report is tr
4、ue and complete.The semi-annual financial report of the Company has not been audited.2 Contents.COMPANY PROFILE-3.CHANGES IN SHARE CAPITAL AND PARTICULARS ABOUT SHARES HELD BY MAIN SHAREHOLDERS-4.PARTICULARS ABOUT DIRECTORS,SUPERVISORS AND SENIOR EXECUTIVES-5.DISCUSSION AND ANALYSIS OF THE MANAGEMEN
5、T-6.SIGNIFICANT EVENTS-9.FINANCIAL REPORT-12.DOCUMENTS AVAILABLE FOR REFERENCE-21 3 I.Company Profile 1.Company introduction(1)Legal Name of the Company In Chinese:In English:CHANGCHAI COMPANY,LIMITED Abbr.:CHANGCHAI CO.,LTD.(2)Stock Exchange Listed with:Shenzhen Stock Exchange Short Form of the Sto
6、ck:*ST Changchai A Stock Code:000570*ST Changchai B 200570(3)Registered/Office Address:No.123,Huaide Middle Road,Changzhou,Jiangsu,and P.R.C.Post Code:213002 Internet Website:http:/E-mail:(4)Legal Representative:Mr.Zhang Junyuan(5)Secretary of the Board of Directors:Mr.Zhang Jianhe Authorized repres
7、entative in charge of securities affairs:Mr.He Jianjiang Contact Address:No.123,Huaide Middle Road,Changzhou,Jiangsu,and P.R.C.Tel:(86)519-6600448,(86)519-6603656-3155 Fax:(86)519-6630954 E-mail:,(6)Newspapers Chosen by the Company for Disclosing Information:Securities Times and Ta Kung Pao The Plac
8、e Where the Semi-annual Report is Prepared and Placed:Secretariat of the Board Internet Website Designated by CSRC for Publishing the Semi-annual Report of the Company:http:/(7)Other Relevant Information of the Company The initial registered date:May 5,1994;The authority registered with:Administrati
9、on Bureau for Industry and Commence of Changzhou Municipal The changed registered date:July 3,2002 The authority registered with:Administration Bureau for Industry and Commence of Jiangsu Provincial Registered number of the legal persons business license:3200001103367(1/2)Registered number of tax:32
10、0401137155863 Name of the Certified Public Accountants engaged by the Company:Domestic:Jiangsu Gongzheng Certified Public Accountants Office address:5/F,Block A of Hengli Building,No.1,Hualong Lane,Changzhou,Jiangsu International:Haworth(Hong Kong)Certified Public Accountants Address:Room 2001,Centr
11、al Plaza,18 Harbour Road,Wan Chai,Hong Kong 42.Major financial data and indexes(1)Total profit and its composing as of the first half year Unit:In RMB Items Jun.30,2003 Dec.31,2002 Current assets 1,102,481,460 1,328,848,595 Current liabilities 1,084,020,487 1,376,220,617 Total assets 1,930,412,147 2
12、,184,414,066 Shareholders equity(excluding minority interest)757,773,663 738,664,376 Net assets per share(RMB)2.02 1.97 Net assets per share after adjustment(RMB)1.85 1.82 Items Jan.to Jun.2003 Jan.to Jun.2002 Net profit 23,426,089-8,673,897 Net profit after deducting non-recurring gains and losses
13、24,467,842-6,793,232 Net cash flow arising from operating activities 55,448,413 160,510,002 Return on equity(%)3.09-0.71 Earnings per share(RMB)0.063-0.023*Items of deducting non-recurring gains and losses Amount Net income/expenditure of non-operating-2,514,941 Subsidy income 323,581 Investment inc
14、ome 1,149,607 Total-1,041,753(2)Impact on net profit and net assets after adjustment under IAS:(Unit:RMB)CAS IAS Net profit 23,426,089 23,426,089 Explanation of the difference Net profit As per Chinese Accounting Standards 23,426,089 Net income of sales of affiliated company Writing off the unconfir
15、med loss of investment Writing off the minority interest Others As per International Accounting Standards 23,426,089 II.Changes in Share Capital and Particulars about Shares Held by Main Shareholders 1.The Companys share capital remained unchanged in this report period.2.Ended June 30,2003,the Compa
16、ny had 73 471 shareholders in total,including 57,766 shareholders of A-share with holding 274,249,551 domestic shares and 15,705 shareholders of B-share with holding 100,000,000 foreign shares.3.Particulars about shares held by the top ten shareholders 5 Name of Shareholder Increase/decrease in the
17、report year Holding shares at the year-end(share)Proportion in total shares(%)Type of shares Number of share pledged or frozen Nature of shareholders 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
18、,330,000 1.42 Non-circulating 0 Legal person shareholder 3.WEN HAI GEN 0 3,642,719 0.97 Circulating Unknown Foreign shareholder 4.CBNY S/A PNC/SKANDIA SELECT FUND/CHINA EQUITY AC-479,500 1,791,981 0.48 Circulating Unknown Foreign shareholder 5.BENNIU AGRICULTURAL MACHINERY FACTORY 0 1,760,000 0.47 N
19、on-circulating 0 Legal person shareholder 6.WEN CAN RONG 0 1,475,100 0.39 Circulating Unknown Foreign shareholder 7.LIU ZILI 0 12,111,300 0.32 Circulating Unknown Foreign shareholder 8.WEN PEI RONG 0 1,000,000 0.27 Circulating Unknown Foreign shareholder 9.MERRL LYNCH INTERNATIONAL 0 1,000,000 0.27
20、Circulating Unknown Foreign shareholder 10.HE YONG HANG 8,298 926,598 0.25 Circulating Unknown Foreign shareholder Notes:(1)Changzhou State Assets Administrative Bureau(“the Bureau”)is the first largest shareholder of the Company,holding 153,160,000 shares on behalf of the state.In the report period
21、,shares held by the Bureau were not pledged or frozen.The largest shareholder,Changzhou State Assets Administrative Bureau was incorporate into Changzhou State Assets Investment&Operation Corporation due to reform of government organization,and the relevant procedure of change was still in process,t
22、he Company shall disclose the relevant matters timely.No.2 shareholder and No.5 shareholder were the domestic legal person shareholders;No.3,4,6,7,8,9,10 were shareholders of foreign shares.(2)The Company is unknown whether there exists associated relationship among the top ten shareholders or wheth
23、er the top ten shareholders belong to the consistent actionist regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Company.4.Changzhou State Assets Administrative Bureau is the controlling shareholder of the Company as non-legal person organization.III.
24、Particulars About Directors,Supervisors and Senior Executives 1.Only Chairman of the Supervisory Committee,Mr.Lu Jin,held the Companys shares in the report period,and shares held by him remained unchanged.2.Particulars about engagement and dismission of directors,supervisors and senior executives in
25、 the report period In the report period,the proposal on reelection of the Board of Directors was put in the 621st meeting of the 3rd Board of Directors,and as approved and examined by 2002 Shareholders General Meeting,Mr.Zhang Junyuan,Mr.Xue Guojun,Mr.Zhu Zhihong,Mr.Shi Jianchun,Mr.Zhu Xinmin,Mr.Xu
26、Zhenping,Mr.Qian Shufa,Mr.He Yihua and Mr.Lu Gang were elected as Director of the 4th Board of Directors.As examined by the 1st meeting of the 4th Board of Directors,Mr.Zhang Junyuan was elected as Chairman of the Board of the Company.As nominated by Mr.Zhang Junyuan,Mr.Xue Guojun and Mr.Zhang Jianh
27、e were engaged as General Manager and Secretary of the Board respectively.As nominated by Mr.Xue Guojun,Mr.Shi Jianchun and Mr.Zhu Xinmin were engaged as Deputy General Manager respectively,and Mr.He Jianguang was engaged as Chief Engineer.In the report period,the proposal on reelection of the Super
28、visory Committee was put in the 15th meeting of the 3rd Supervisory Committee,and as approved and examined by 2002 Shareholders General Meeting,Mr.Lu Jin,Mr.Yan Gang and Mr.Wu Keyun were elected as Supervisor of the 4th Supervisory Committee.As elected by Trade Labor Congress of the Company,Mr.Ni Mi
29、ngliang and Mr.Lu Zhonggui were elected as employee supervisor,and entered directly the Supervisory Committee.As examined by the 1st meeting of the 4th Supervisory Committee,Mr.Lu Jin was elected as Chairman of the Supervisory Committee.The tenure of the aforesaid persons is three years,namely from
30、June 6,2003 to June 5,2006.The said matters were published in Securities Times and Ta Kung Pao dated Apr.25,2003,May 12,2003 and June 7,2003 respectively.IV.Discussions and Analysis of the Management 1.Whole operation in the report period In the report period,the Company has conducted carried throug
31、h various endeavors to realize the operating objectives of making up the deficits and getting surpluses and still has realized net profit amounting to RMB 23.43 million,an increase of RMB 32.03 million compared with the corresponding period of the last year though under the influence of SARS.The Com
32、pany could make up the deficits and get surpluses in the report period,which was mainly because:(1)Catching the market opportunities,in terms of the product structure,the Company increased the sale of profitability products,which made the gross profit ratio increase by a comparatively big margin.(2)
33、The Company adjusted the market structure and marketing combination,conducted market subdivision again and adopted various marketing strategies aiming at various customers.(3)The Company developed several measures of decreasing the cost and saving the expenditure inside,which made the cost and expen
34、ses drop thoroughly.(4)The Company realized the effective sale through strengthening the credit management and reducing the accounts receivable.(5)The Company reinforced the development,collaboration and joint venture of new products,tried hard to develop oriented to the aspect of car-used engines i
35、n a sustainable way.2.Analysis of operation in the report period 7(1)Scope of core business and its operation The Company belongs to the industry of machinery manufacturing,which is mainly engaged in manufacturing and sales of agro-diesels,combine harvester and transport agro-vehicles.In the report
36、period,the formation of income from core business of the Company classified according to product is as follows:Indexes Income from core business Cost of core business Gross profit ratio Products Amount(RMB)Amount(RMB)(%)Diesels 715,785,300 604,376,447 15.56 Agro-vehicles 20,307,649 21,057,664-3.69 A
37、ccessories and fittings 40,422,739 44,385,273-9.80 Total 776,515,688 669,819,384 13.74(2)In the report period,the profitability capability of core business(gross profit ratio)increased somewhat compared with the corresponding period of the previous year,which was mainly because that in the report ye
38、ar the Company persisted in the principle of benefits sale,reinforced the sales force to the profitability varieties and reduced the cost and saved the expenditure to those products which was not profitable.Thus,though the sales income in the first half of the year decreased somewhat compared with t
39、he corresponding period of the previous year,the gross profit ratio increased by a comparatively big margin.(3)In the report period,there was no other operating business that impacted significant influence on the net profit.(4)Problems and difficulties existing in the operation In the report period,
40、the price of the main materials such as cokes,pig irons and scrap steels etc.increased by a big margin.It was estimated that the market price of raw materials would still be high in the second half of the year,which would bring a certain pressure for the Company to reduce the production cost.3.Inves
41、tment in the report period(1)Application of raised proceeds in the report period Ended June 30,2003,the application of the proceeds raised through shares allotment in 1999 was as follows:Unit:RMB0000 Total amount of raised proceeds used in the report period 94.06 Total amount of raised proceeds 1947
42、1.31 Total amount of raised proceeds used accumulatively 17864.42 Committed projects Planned amount of input Change of projects or not Actual amount of input Accrued amount of earning Compliance with planned progress and estimated 8earning or not Back-carried all-feeding combine harvester 4990 The p
43、roject remained unchanged while way of input changed 0 No Self-propelled all-feeding combine harvester 4980 The project remained unchanged while way of input changed 5910(input of equity of RMB29.10 million and loan of RMB 30 million)0 No Self-propelled semi-feeding combine harvester 15000 The proje
44、ct remained unchanged while way of input changed 7624.42(input of equity of RMB 2 4.90 million,loan of RMB 43.26 million and input of circulating funds of RMB 8.0842 million)0 No Total 24970 13534.42 Total amount of capital of project of changed investment 4330 Project after the change Corresponding
45、 project of committed originally Planned amount of input of change project Actual amount of input Accrued amount of earning Compliance with planned progress and estimated earning or not Complementary circulating funds 4330 4330 Total 4330 4330 a.After considered by the 12th meeting of the 3rd Board
46、of Directors and approved by 2001 Shareholders General Meeting,the Company changed the input way of three investment projects committed in the shares allotment.For details,please refer to the part of application of raised proceeds in 2002 annual report of the Company.b.After considered and passed by
47、 the extraordinary meeting of the Board of Directors,the Company transferred 60%equity of Changchai Combine Harvesters Co.,Ltd.(hereinafter referred to as Changlian Company)which was responsible for the production of back-carried all-feeding combine harvester and self-propelled all-feeding combine h
48、arvester.For details,please refer to the part of significant events in 2002 annual report of the Company.The development project of self-propelled semi-feeding combine harvesters was passed the authentication of putting into production.Its project company Jiangnan Transport Machinery Co.,Ltd.incurre
49、d a comparatively large loss in 2001 due to production of three-wheel transport agro-vehicles in the early stage and stopped production in 2002.On June 14,2003,Jiangsu Changzhou Intermediate Peoples Court judged and declared that Jiangnan Company entered into the bankruptcy procedures and establishe
50、d bankruptcy 9reckoning team according to law.(For details,please refer to Item 8 in Significant Events)c.There increased an input amounting to RMB 940,600 in the project of Self-propelled semi-feeding combine harvester in the period.d.After considered by the 15th meeting of the 3rd Board of Directo
