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Rego Interactive Co., Ltd Interim / Quarterly Report 2005

Oct 27, 2005

50588_rns_2005-10-27_928217c5-cd7e-40eb-980d-4618164f72e1.pdf

Interim / Quarterly Report

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1065)

THIRD QUARTERLY REPORT 2005

This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“SEHK”).

1 IMPORTANT

  • 1.1 This third quarterly report 2005 (the “Quarterly Report”) has been prepared in compliance with the information disclosure of the quarterly report of a listed company required by the China Securities Regulatory Commission (the “CSRC”). The information provided in the Quarterly Report is the same with that published on the Shanghai Stock Exchange (“SSE”), and the Quarterly Report will be published in Shanghai on 27th October 2005 (Thursday). All financial information set out in the Quarterly Report has been prepared in accordance with the PRC accounting regulations but unaudited. Shareholders of Tianjin Capital Environmental Protection Company Limited (the “Company”) and public investors should exercise their caution when dealing in the shares (the “Shares”) of the Company.

  • 1.2 The board (the “Board”) of directors (the “Directors”) of the Company and all of the Directors confirmed that the information in this Quarterly Report does not contain any false information, misleading statements or material omissions, and accept joint and several responsibility for the truthfulness, accuracy and completeness of the content contained in this Quarterly Report.

  • 1.3 Madam Ma Baiyu, the chairman, Mr. Gu Qifeng, the financial controller and Ms. Chen Yinxing, the manager of the accounting department of the Company, have declared that they are responsible for the truthfulness and completeness of the financial statements in this Quarterly Report.

— 1 —

2 COMPANY INFORMATION

2.1 Basic information

Short form Short form of the of the Tianjin Capital (SSE) Tianjin Capital (SSE) Tianjin Capital (SSE) Tianjin Capital (SSE) Tianjin Capital Tianjin Capital Tianjin Capital Tianjin Capital
Company’s listed Shares (SEHK)
Stock code 600874 (SSE) 1065 (SEHK)
Place for listing of the A Shares — the SSE H Shares — SEHK
Shares
Short form of A Share Convertible Bonds
convertible bonds
Convertible Bonds code
110874
Place for listing of the SSE
Convertible Bonds
**Secretary to ** the
Board (the People’s
Republic of China (the
Company Secretary
“PRC”)) in Hong Kong
Name Fu Yana Ip Pui Sum
E-mail address [email protected] [email protected]
Securities Affairs
Representative (PRC)
Name Gu Wenhui
E-mail address [email protected]
Correspondence TCEP Building 2/F, Jonsim Place
address 76 Weijin South Road 228 Queen’s Road East
Nankai District Wanchai
Tianjin Hong Kong
the PRC
Postal Code 300381
Telephone number 86-22-2393 0000 852-2803 2373
Facsimile number 86-22-2393 0100 852-2540 6365

— 2 —

2.2 FINANCIAL INFORMATION

(Accounting data is prepared in accordance with the Accounting Standards and the Accounting Regulations for Business Enterprises of the PRC (collectively “PRC GAAP”))

2.2.1 Principal accounting data and financial highlights

As at As at
30th September 31st December Percentage (%)
2005 2004 Increase (+)
(Unaudited) (Audited) Decrease (-)
Rmb Rmb
Total assets 4,306,022,199 4,657,757,687 -7.55
Shareholder’s equity
(after minority
interest) 2,247,163,664 2,235,762,032 0.51
Net asset value per
Share 1.69 1.68 0.60
Adjusted net asset value
per Share 1.68 1.66 1.20
Percentage (%)
Increase(+)
Decrease(-)
as compared
between the
For the nine reporting
months ended period with
From 1st July to 30th the
30th September September corresponding
2005 2005 period of
(Unaudited) (Unaudited) last year
Rmb Rmb
Net cash flow from
operating activities 95,976,169
Earnings per Share 0.04 0.11 -55.56
Decrease of
Return on net assets (%) 2.25 6.43 3.29%
Return on net assets after Decrease of
extraordinary item (%) 2.25 6.43 3.50%

Net extraordinary gain or loss (Rmb2,423.34) represents net gain or loss (Rmb 3,616.92) incurred from other assets, other than disposal of the Company’s products, after deduction of income tax effect of Rmb1,193.58.

— 3 —

2.2.2 Profit and loss account

i)
Income from principal
operations
Less: Costs for principal
operations
Business tax and
subcharges
ii)
Profits from principal
operations
Add: Profits from other
operations
Less: Operating expenses
Administrative
expenses
Financial
expenses
iii)
Operating profits
Add/(Less): Investment
gain/(loss)
Add: Non-operating
income
Less: Non-operating
expenses
(iv)
Total profits
Less: Income tax
Add: Minority interests
(v)
Net profits
For the
2005
Company
(Unaudited)
Rmb
437,689,325
(102,622,490)
(24,072,913)
nine months ended 30th September
2005
2004
2004
Group
Company
Group
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
457,271,026
565,911,765
583,182,366
(124,529,391)
(90,548,168)
(100,927,547)
(24,448,868)
(31,148,019)
(31,148,019)
nine months ended 30th September
2005
2004
2004
Group
Company
Group
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
457,271,026
565,911,765
583,182,366
(124,529,391)
(90,548,168)
(100,927,547)
(24,448,868)
(31,148,019)
(31,148,019)
nine months ended 30th September
2005
2004
2004
Group
Company
Group
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
457,271,026
565,911,765
583,182,366
(124,529,391)
(90,548,168)
(100,927,547)
(24,448,868)
(31,148,019)
(31,148,019)
310,993,922
7,490,696

(36,028,209)
(64,575,997)
217,880,412
(2,268,821)
559,943
(563,560)
215,607,974
(71,206,342)
308,292,767
17,273,260
(458,543)
(42,576,913)
(67,288,510)
215,242,061

559,943
(563,560)
215,238,444
(71,933,550)
1,096,738
444,215,578
118,063

(32,187,205)
(13,515,374)
398,631,062
1,814,757
81,480
(4,645,466)
395,881,833
(131,030,815)
451,106,800
2,083,548
(39,549)
(39,640,081)
(13,509,055)
400,001,663

81,480
(4,645,466)
395,437,677
(131,030,815)
444,156
144,401,632 144,401,632 264,851,018 264,851,018

— 4 —

i)
Income from principal operations
Less: Costs for principal
operations
Business tax and
subcharges
ii)
Profits from principal
operations
Add: Profits from other
operations
Less: Operating expenses
Administrative expenses
Financial expenses
iii)
Operating profits
Add/(Less): Investment
gain/(loss)
Add: Non-operating
income
Less: Non-operating expenses
(iv)
Total profits
Less: Income tax
Add: Minority interests
(v)
Net profits
From 1st July to 30th September
2005
2005
2004
Company
Group
Company
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
176,247,325
180,814,026
242,958,669
(40,062,490)
(45,939,391)
(32,040,169)
(9,693,913)
(9,759,868)
(13,362,727)
From 1st July to 30th September
2005
2005
2004
Company
Group
Company
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
176,247,325
180,814,026
242,958,669
(40,062,490)
(45,939,391)
(32,040,169)
(9,693,913)
(9,759,868)
(13,362,727)
From 1st July to 30th September
2005
2005
2004
Company
Group
Company
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
176,247,325
180,814,026
242,958,669
(40,062,490)
(45,939,391)
(32,040,169)
(9,693,913)
(9,759,868)
(13,362,727)
2004
Group
(Unaudited)
Rmb
249,344,588
(36,533,322)
(13,362,727)
126,490,922
1,578,696

(12,298,209)
(45,087,997)
70,683,412
2,593,179
469,943
(516,560)
73,229,974
(22,617,342)
125,114,767
8,634,260
(103,543)
(14,076,913)
(45,999,510)
73,569,061

469,943
(516,560)
73,522,444
(22,956,550)
46,738
197,555,773


(8,014,286)
(5,616,377)
183,925,110
(355,948)
1,480
(1,345,291)
182,225,351
(61,512,333)
199,448,539
681,514
(39,549)
(12,330,608)
(5,664,720)
182,095,176

1,480
(1,345,291)
180,751,365
(61,512,333)
1,473,986
50,612,632 50,612,632 120,713,018 120,713,018

Ma Baiyu Gu Qifeng Chen Yinxing Company Representative Person in charge of Person in charge of accounting function accounting department

— 5 —

  • 2.3 Total number of shareholders of the Company (the “Shareholders”) at the end of the reporting period

As at 30th September 2005, the Company had a total of 30,700 Shareholders.

The top ten Shareholders holding listed Shares as at 30th September 2005 were as follows:

Type of Shares
Number of listed (A, B, H Shares
Name of Shareholders Shares held or others)
HKSCC Nominees Limited (Note 1) 336,916,900 H Shares
Bank of Communications-Anshun
Securities Investment Fund 3,000,000 A Shares
China Construction Bank-Boshi
Industry Securities Investment Fund 2,804,700 A Shares
China Huadian Power Plant
Equipment Engineering (Group)
Co., Ltd. 1,866,858 A Shares
Agricultural Bank of China —
Tiantong Value Added Securities
Investment Fund 1,119,194 A Shares
China Everbright Bank — Baodexin
Quantified Core Securities
Investment 1,006,700 A Shares
Minmetals Finance Co., Ltd. 994,218 A Shares
Industrial Securities Investment Fund 838,700 A Shares
HSBC Nominees (HK) Limited 656,000 H Shares
China Construction Bank — GuoTai
JinMa Solid Securities Investment
Fund 600,720 A Shares

Notes:

  • (1) Pursuant to the information provided by HKSCC Nominees Limited, H Shares registered in the name of HKSCC Nominees Limited were held by HKSCC Nominees Limited on behalf of various clients. There was no client who was interested in 5% or more of the total issued share capital of the Company.

  • (2) It is not certain whether there are any relationship among the 1st to 10th largest Shareholders holding listed Shares.

— 6 —

2.4 A Share Convertible Bonds

Upon the approval from the CSRC (document no.: Zheng Jian Fa Xing Zi [2004] No.100), the Company issued A Share Convertible Bonds in the sum of Rmb1.2 billion on 1st July 2004, which were listed on the SSE on 19th July 2004, and are convertible into A Shares within a term of five years from 1st July 2005 to 30th June 2009. The “Prospectus relating to the Issue of the A Share Convertible Bonds” ( ) (the “Prospectus”), “Notice of Issue” ( ) and “Notice of Listing” ( ) were published on China Securities Journal, Shanghai Securities Journal and the website of the SSE on 26th June 2004 and 10th July 2004 respectively.

  • 2.4.1 As at the end of the reporting period, the Company had 1,364 holders of A Share Convertible Bonds in total and 3,760,980 A Share Convertible Bonds were outstanding.

  • 2.4.2 Adjustment to the conversion price of A Share Convertible Bonds (the “Conversion Price”)

The Company published the announcements on the implementation plan of the A Share dividend distribution and the adjustment to the Conversion Price on 22nd July 2005. The Conversion Price was adjusted to Rmb7.60. The Conversion Price was approved to be adjusted downward by 20% in the Board meeting held on 28th July 2005. As at the date of this Quarterly Report, the Conversion Price is Rmb 6.08.

— 7 —

  • 2.4.3 The top ten holders (the “Bond Holders”) of the A Share Convertible Bonds as at 30th September 2005 were as follows:
Number of A Share
Convertible Bonds Percentage to
held as at the total A Share
30th September Convertible Bonds
Name of Bond Holders 2005 (%)
China Petroleum Finance Co., Ltd. 98,674,000 26.24
Bank of Communications — Hua An 37,608,000 10.00
Bao Li Securities Investment Fund
ICBC — GTJA Allianz Desheng Small 25,697,000 6.83
Scale Securities Investment Fund
Shen Yin Wan Guo Securities Co., Ltd 23,356,000 6.21
— HSBC-SOCIETE GENERALE
Bank of China-Jiashi Service 21,017,000 5.59
Increment Industries Security
Investment Fund
Tianjin Municipal Investment 20,880,000 5.55
Company Limited
BAOSTEEL Finance Co., Ltd. 19,038,000 5.06
CITIC Securities Co., Ltd. — Bank of 15,747,000 4.19
China Co., Ltd. — CITIC Securities
Assets Management Plan
Ping An Insurance (Group) Company 11,475,000 3.05
of China, Ltd.
ICBC — Desheng Solid Securities 11,053,000 2.94
Investment Fund
Total 284,545,000 75.66

— 8 —

2.4.4 Changes of A Share Convertible Bonds

During the reporting period, the changes of the sum of the A Share Convertible Bonds were as follows:

Unit: Rmb

Increase/(decrease)
during the reporting period
Beginning
of the
reporting Conversion of End of the
period shares Repurchase Sale back reporting period
A Share 1,200,000,000 0 0 823,902,000 376,098,000
Convertible
Bonds

The reporting period (the “Sale Back Period”) for the sale back (the “Sale Back”) of the A Share Convertible Bonds by the Bond Holders to the Company began on 5th August 2005. Subsequent to the expiry of the Sale Back Period, on 11th August 2005, the accumulated Sale Back amount of the A Share Convertible Bonds amounted to Rmb823,902,000. After the Sale Back and as at 30th September 2005, the remaining balance of the A Share Convertible Bonds was Rmb376,098,000.

  • 2.4.5 Aggregate share conversion of the A Share Convertible Bonds during the reporting period

During the reporting period, no A Share Convertible Bond is being converted into A Shares. The accumulated number of converted Shares amounted to zero.

  • 2.4.6 The guarantor of the A Share Convertible Bonds and counter-guarantee

The A Share Convertible Bonds was guaranteed by Tianjin Branch of China Construction Bank (the “Guarantor”) and counter-guaranteed by the controlling Shareholder to the Guarantor. During the reporting period, there were no material changes to the profitability, asset position and credit position of the Guarantor.

2.4.7 Other Information of the A Share Convertible Bonds

Bond Holders were allowed to convert the A Share Convertible Bonds into A Shares since 1st July 2005. For a period of consecutive 20 trading days from 1st July 2005 to 28th July 2005, the closing prices of the A Shares were lower than 70% of the Conversion Price for that period. As such, the Company published the three announcements relating to the Sale Back of A Share Convertible Bonds (Code: 110874) on Shanghai Securities Journal, Wen Wei Po and The Standard on 29th July 2005, 2nd August 2005 and 4th August 2005

— 9 —

respectively. The Sale Back Period expired after the closing of the trading hours of the SSE on 11th August 2005. According to the data provided by the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, during the Sale Back Period, the accumulated amount of Sale Back amounted to Rmb823,902,000. The Company has deposited all the fund for the Sale Back to the designated account of the Shanghai Branch of China Securities Depository and Clearing Corporation Limited based on the reported Sale Back amount in accordance with the relevant operating rules of the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, the Sale Back payment date is 16th August 2005. The Sale Back led to an increase of the Company’s 2005 financial expenses by Rmb16,478,040. The Company has arranged bank loans to accommodate the cash outflow required as a result of the Sale Back.

After the completion of the Sale Back and as at 30th September 2005, there were 3,760,980 A Share Convertible Bonds outstanding. Based on the Conversion Price of Rmb6.08/Share, the remaining 3,760,980 A Share Convertible Bonds can be converted into approximately 61,860,000 A Shares, which is substantially less than approximately 197,370,000 A Shares, a reduction of approximately 69% if calculate based on the total number of 12,000,000 A Share Convertible Bonds before the Sale Back. Pursuant to the “Implementation Method of the Issue of Convertible Bonds by Listed Companies” and the “Rules Governing the Listing of Securities on the SSE”, the remaining A Share Convertible Bonds, which has not been sold back to the Company, continue to trade on the SSE.

As at 30th September 2005, the total liability of the Company was Rmb2,031,974,536.64 and the gearing ratio was 47.19%. The creditability of the Company was good, with strong repayment ability. If the terms of the Sale Back and conversion of the A Share Convertible Bonds disclosed in the Prospectus are being satisfied and repayment for the principal and interests become due, the principal and interests for the Bond Holders can be paid from the Company’s internal funding or bank facility.

3 MANAGEMENT DISCUSSION AND ANALYSIS

3.1 Brief analysis on the Company’s overall operating activities during the reporting period

During the reporting period, all of the Company’s operations underwent smoothly. The operations of sewage water processing and construction of sewage water processing plants were stable. During the reporting period, income from the principal operations amounted to Rmb180,814,026 and profit from the principal operations amounted to Rmb125,114,757. Net profit was Rmb50,612,632 whilst earnings per Share was Rmb0.04. Net profit for the nine months of this year decreased by approximately 45.48% when compared with that of the corresponding period of the previous year. It was mainly because the Company upgraded the existing Jizhuangzi Sewage Water Treatment Plant which has suspended operation

— 10 —

since February 2005 during the reporting period, recognising less income from sewage water treatment in Tianjin region compared with the corresponding period last year. The A Share Convertible Bonds had been sold back to the Company at a premium price of 102% in August 2005. The outstanding balance of the underwriting fee for the issuance of the A Share Covertible Bonds charged to the Sale Back would be amortised in the third quarter, incurring additional finance costs for the reporting period.

As at the end of the reporting period, installation and testing of facilities in soil region of the expansion work of Jizhuangzi Sewage Water Treatment Plant and Xianyanglu Sewage Water Treatment Plant have been proceeding. It is expected that the facilities will commence operation at the end of 2005. Installation of the facility of Beicang Sewage Water Treatment Plant has also been commenced. It is expected that the facility will start testing and adjustment at the end of 2005. It is anticipated that the modification work of the existing Jizhuangzi Sewage Water Treatment Plant will start testing and adjustment at the end of 2005.

During the reporting period, Guizhou Capital Water Company Limited, the subsidiary which the Company has controlling interests, processed 6,607,000 cubic meters of sewage water, deriving sewage water treatment income of Rmb5,549,800. During the reporting period, the Company contributed an additional capital contribution of Rmb80million to Tianjin Water Recycling Company Limited to enlarge its production capacity and scope of application of recycled water, accelerating the expansion and development of the Company. For details, please refer to the announcement published on Shanghai Securities Journal, Wen Wei Po and The Standard respectively on 9th August 2005 by the Company.

During the reporting period, the Company established a joint venture enterprise, Baoying Capital Water Co., Ltd.(“Baoying Water”) with Baoying Xianhe Sewage Water Treatment Plant in Jiangsu Province. The registered capital is Rmb38 million, as which the Company held 70% and Xianhe Sewage Water Treatment Plant held 30%. At the same time, Baoying Water and Jiangsu Baoying Urban Construction Bureau signed a licensed operation agreement relating to the Baoying Sewage Water Treatment Plant. It was intended to construct and operate the Baoying Sewage Water Treatment Plant and its auxiliary facilities, with a treatment capacity of 25,000 cubic meters per day by way of BOT (Build — Operate — Transfer) model. The total investment is Rmb93.4 million. The term of the licensed operation is 25 years.

During the reporting period, the Company received the Notice of Tender Invitation Assessment Results for Investors of Hangzhou Qige Sewage Water Treatment Plant issued by the Guidance Committee of Tender Invitation of the Hangzhou Project. The 19th Meeting of the third session of the Board was held on 21st October 2005 to consider and approve the resolution in relation to the establishment of a joint venture enterprise (“Joint Venture”) with Hangzhou City Construction Property Operation Company Limited (“HCPO”) by entering into a joint venture agreement and an articles of association of the Joint Venture with HCPO. The registered capital of the Joint Venture shall be Rmb257,445,000, and will be injected by way

— 11 —

of cash by both parties. Of which Rmb180,211,500 shall be contributed by the Company, representing 70% of the registered capital, and Rmb77,233,500 shall be contributed by HCPO, representing 30% of the registered capital. After the establishment of the Joint Venture, it shall formally enter into a licensed operation agreement, a assets transfer agreement and a sewage water processing agreement with the City Management Office of the People’s Government of Hangzhou City, HCPO and Hangzhou Sewage Water Company Limited respectively. The term of the Joint Venture shall be 26 years. For details, please refer to the announcement published on Shanghai Securities Journal, Wen Wei Po and The Standard respectively on 24th October 2005 by the Company.

During the reporting period, the toll road business operated smoothly, realising a toll income of Rmb16,322,500.

During the reporting period, the Company published the announcement in relation to the Sale Back. For details, please refer to the announcement published on Shanghai Securities Journal, Wen Wei Po and The Standard respectively on 16th August 2005.

During the reporting period, pursuant to the relevant provisions of the Administrative Measures on Licensed Operation of Tianjin Muncipal Public Utilities (No. 91 of the Government Order of the People’s Government of Tianjin) implemented on 1st September 2005, the Company will apply for the direct grant of the sewage water treatment licensed operation right from the relevant government departments.

Advance to an entity

Under Rule 13.13 of the Rules (the “Listing Rules”) Governing the Listing of Securities on the SEHK, a general disclosure obligation arises, among other situations, where any of the appropriate percentage ratios of the relevant advance to an entity exceeds 8%.

As at 30th September 2005, the accounts receivables (the “Accounts Receivables”) due to the Group from Tianjin Sewage Company (“TSC”), a state-owned enterprise under the supervisory control of Urban Construction Bureau of the Tianjin Municipality (“Urban Construction Bureau”), amounted to approximately Rmb465,983,618, representing approximately 10.83% of the Company’s market capitalisation as at 30th September 2005. Under Rules 13.13 and 13.15 of the Listing Rules, the Company’s general disclosure obligation of certain particulars of the Accounts Receivables as prescribed under Rule 13.15 arose. Principal businesses of TSC include the development, construction, operation and maintenance of rainwater and sewage pipe, pump station, riverway, sewage facility, sewage water treatment plant; repair and installation of electric equipment; and consultation service of sewage water discharge technology. As the controlling shareholder of the Company, Tianjin Municipal Investment Company Limited

— 12 —

(“TMICL”), and TSC are both under the supervisory control of Urban Construction Bureau, TSC is regarded as a connected person of the Company under the Listing Rules. TMICL is currently holding approximately 63.84% of the issued share capital of the Company.

According to the management accounts of the Group as at 30th September 2005, the Accounts Receivables are unsecured, interest free and are entered into under normal commercial terms. They were resulted from the provisions of sewage water treatment services by the Group to TSC pursuant to the Sewage Water Processing Agreement entered on 10th October 2000 and the management fees charged of the construction services in accordance with the Construction Agreement entered on 24th September 2001 respectively. The payment term of the sewage water processing services fees is that TSC shall pay in full fees incurred from the previous month to the Company within the first fifteen days of the present month. The payment term of the management fee of construction services for the sewage water processing plant is that TSC shall pay in advance the management fees estimated by the Company on a monthly basis according to the estimated percent completion of the construction projects and such prepaid management fees shall be adjusted on a quarterly basis, based on verifications conducted by independent surveyors or engineers.

For details, please refer to the announcement of the Company published on Wen Wei Po and The Standard on 27th October 2005.

  • 3.1.1 A description of the principal segment or product that accounted for more than 10% of the income or total profit from the principal operations
�applicable �not applicable
Income Costs of Gross
from the the profit
principal principal margin
Particular segment or product operations operations (%)
Rmb Rmb
Sewage treatment and construction of
sewage treatment plants 166,575,672 41,729,337 74.95
Road and toll collection 16,322,500 3,735,663 77.11
Of which: Connected transactions 159,924,825 36,326,827 77.29
Basis for determination of the pricing for connected transactions:
Pricing was determined in accordance on normal commercial terms.
  • 3.1.2 Seasonality or cyclical characteristics of the Company’s operations

  • applicable � not applicable

— 13 —

  • 3.1.3 The composition of the profit for the reporting period (the percentage accounted by profit from principal operations, profit from other operations, expenses for the reporting period, investment gain, subsidy income, net non-operating income and expenses in total profit, any significant change compared with the previous reporting period and the reasons therefor)

  • applicable

  • not applicable

  • 3.1.4 Any significant change on the principal operations and its structure, compared with the previous reporting period and the reasons therefor

� applicable

  - not applicable
  • 3.1.5 Any significant change on the profitability (gross profit margin) of the principal operations compared with the previous reporting period and the reasons therefor

  • applicable � not applicable

  • 3.2 An analysis on the significant events and the effects and solutions therefor

  • applicable � not applicable

  • 3.3 Change in accounting policies, accounting estimates, scope of consolidation and significant accounting differences and the reasons therefor

  • applicable � not applicable

  • 3.4 Any relevant statement from the Board and supervisory committee of the Company for circumstances of qualified opinion on audit

  • applicable � not applicable

  • 3.5 Any warning for a turnaround from accumulated net profit to loss that may be incurred from the beginning of the year to the next reporting period, or on changes that may be regarded as substantial compared with that of last year and the reasons therefor

  • applicable � not applicable

  • 3.6 Any adjustment made by the Company to the annual operating plan or movement within the budget as disclosed

  • applicable � not applicable

  • 3.7 Specific commitments and their performance made in the course of reforms on redesignation of shareholdings by the original non-tradable shareholders of the Company (G Share Company)

  • applicable � not applicable

— 14 —

As at the date of this announcement, the Board comprises executive Directors: Ms. Ma Baiyu, Mr. An Pindong, Mr. Gu Qifeng, Mr. Wang Zhanying, Mr. Tan Zhaofu and Ms. Fu Yana and independent non-executive Directors: Mr. Wang Xiangfei, Mr. Gao Zongze, and Mr. Ko Poming.

By order of the Board of Tianjin Capital Environmental Protection Company Limited Ma Baiyu Chairman

Tianjin, the PRC 26th October 2005

— 15 —

APPENDIX:

Third Quarterly Financial Information of Tianjin Capital Environmental Protection Company Limited

(Prepared in accordance with the PRC GAAP)

BALANCE SHEET (UNAUDITED)

Company Company Group Group
30th September 31st December 30th September **31st ** December
2005 2004 2005 2004
(Unaudited) (Audited) (Unaudited) (Audited)
Rmb Rmb Rmb Rmb
ASSETS
CURRENT ASSETS
Cash and bank balances 538,570,857 1,259,619,402 724,597,289 1,341,999,625
Short-term investment 36,000,000 36,000,000
Bills receivable
Dividend receivable
Interest receivable
Accounts receivable 485,389,918 391,182,154 490,947,148 393,802,299
Other receivables 4,175,831 1,088,910 4,636,729 2,772,862
Prepayment to suppliers 14,260,028 115,815,602 17,025,438 118,453,217
Inventories 1,661,451 1,766,766 10,427,299 5,800,640
Deferred expenses 2,450,000 34,396 2,728,070
Long-term debenture within
one year
Other current assets
Total current assets 1,080,058,085 1,771,922,834 1,283,668,299 1,865,556,713
LONG-TERM INVESTMENTS
Long-term equity investments 274,823,345 137,243,416 6,000,000 6,000,000
Long-term liability investments
Total long-term investments 274,823,345 137,243,416 6,000,000 6,000,000
FIXED ASSETS
Fixed assets — cost 1,887,205,114 1,733,234,113 2,168,888,103 1,876,041,775
Less: Accumulated depreciation (601,513,959) (572,325,875) (623,940,791) (582,327,895)
Fixed assets — net book value 1,285,691,155 1,160,908,238 1,544,947,312 1,293,713,880
Construction materials
Under construction 1,419,637,737 1,319,903,137 1,462,622,713 1,461,338,884
Fixed assets written off 628,026 628,026
Total fixed assets 2,705,956,918 2,480,811,375 3,008,198,051 2,755,052,764
INTANGIBLE FIXED ASSETS
AND OTHER ASSETS
Intangible fixed assets
Long-term prepaid expense 8,135,049 31,148,210 8,155,849 31,148,210
Other long-term assets
Total intangible fixed assets
and other assets 8,135,049 31,148,210 8,155,849 31,148,210
TOTAL ASSETS 4,068,973,397 4,421,125,835 4,306,022,199 4,657,757,687

— 16 —

APPENDIX:

Third Quarterly Financial Information of Tianjin Capital Environmental Protection Company Limited (Prepared in accordance with the PRC GAAP)

BALANCE SHEET (UNAUDITED) (Cont’d)

Company Company Company Group Group Group
**30th ** September 31st December **30th ** September **31st ** December
2005 2004 2005 2004
(Unaudited) (Audited) (Unaudited) (Audited)
Rmb Rmb Rmb Rmb
LIABILITIES AND
SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Short-term loan 590,000,000 100,000,000 600,000,000 115,000,000
Accounts payable 1,995,565 2,153,492 2,829,403 8,407,512
Bills payable
Advances from customer 33,879,293 52,699,790 33,937,516 52,699,790
Other payable 85,218,552 101,494,061 140,804,033 156,547,955
Wages payable
Welfare payable 8,340,225 7,675,878 8,850,262 8,000,915
Taxes payable 57,036,798 92,588,285 57,053,710 94,249,897
Other accruals 12,696 38,445
Dividend payable 1,696,882 1,830,297 1,696,882 1,830,297
Estimate liabilities 2,369,418 14,040,000 2,369,417 14,040,000
Accrued expenses 5,175,000 7,882,000 6,490,063 7,882,000
Long-term liabilities within
one year 55,000,000 50,000,000 55,000,000 50,000,000
Other current liabilities
Total current liabilities 840,711,733 430,363,803 909,043,982 508,696,811
LONG-TERM LIABILITIES
Long-term loan 605,000,000 555,000,000 655,000,000 605,000,000
Debenture payable 376,098,000 1,200,000,000 376,098,000 1,200,000,000
Specific payable 81,219,955 81,306,756
Other long-term liabilities 10,612,600 10,412,600
Total long-term liabilities 981,098,000 1,755,000,000 1,122,930,555 1,896,719,356
TOTAL LIABILITIES 1,821,809,733 2,185,363,803 2,031,974,537 2,405,416,167
MINORITY INTERESTS 26,883,998 16,579,488
SHAREHOLDERS’ EQUITY
Share capital 1,330,000,000 1,330,000,000 1,330,000,000 1,330,000,000
Capital reserve fund 69,288,726 69,288,726 69,288,726 69,288,726
General reserves 174,348,496 174,348,496 174,348,496 174,348,496
Including:
Statutory common reserve 116,232,330 116,232,330 116,232,330 116,232,330
Statutory provident fund 58,116,166 58,116,166 58,116,166 58,116,166
Undistributed profits 673,526,442 662,124,810 673,526,442 662,124,810
Total shareholders’ equity 2,247,163,664 2,235,762,032 2,247,163,664 2,235,762,032
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY 4,068,973,397 4,421,125,835 4,306,022,199 4,657,757,687

— 17 —

APPENDIX: Third Quarterly Financial Information of Tianjin Capital Environmental Protection Company Limited

(Prepared in accordance with the PRC GAAP)

PROFIT AND LOSS ACCOUNT (UNAUDITED)

1.
Principal operation income
Less: Principal operation cost
Business tax and surcharges
2.
Profits from principal operations
Add: Profits from other operations
Less: Operating expenses
Administrative expenses
Financial expenses
3.
Operating profits
(Less)/Add: Investment (loss)/gain
Add: Non-operating income
Less: Non-operating expenses
4.
Total profits
Less: Income tax
Add: Minority interests
5.
Net profits
For the nine months
2005
2005
Company
Group
(Unaudited)
(Unaudited)
Rmb
Rmb
437,689,325
457,271,026
(102,622,490) (124,529,391)
(24,072,913)
(24,448,868)
For the nine months
2005
2005
Company
Group
(Unaudited)
(Unaudited)
Rmb
Rmb
437,689,325
457,271,026
(102,622,490) (124,529,391)
(24,072,913)
(24,448,868)
ended 30th September
2004
2004
Company
Group
(Unaudited)
(Unaudited)
Rmb
Rmb
565,911,765
583,182,366
(90,548,168) (100,927,547)
(31,148,019)
(31,148,019)
444,215,578
451,106,800
118,063
2,083,548

(39,549)
(32,187,205)
(39,640,081)
(13,515,374)
(13,509,055)
398,631,062
400,001,663
1,814,757

81,480
81,480
(4,645,466)
(4,645,466)
395,881,833
395,437,677
(131,030,815) (131,030,815)

444,156
264,851,018
264,851,018
ended 30th September
2004
2004
Company
Group
(Unaudited)
(Unaudited)
Rmb
Rmb
565,911,765
583,182,366
(90,548,168) (100,927,547)
(31,148,019)
(31,148,019)
444,215,578
451,106,800
118,063
2,083,548

(39,549)
(32,187,205)
(39,640,081)
(13,515,374)
(13,509,055)
398,631,062
400,001,663
1,814,757

81,480
81,480
(4,645,466)
(4,645,466)
395,881,833
395,437,677
(131,030,815) (131,030,815)

444,156
264,851,018
264,851,018
310,993,922
7,490,696

(36,028,209)
(64,575,997)
217,880,412
(2,268,821)
559,943
(563,560)
215,607,974
(71,206,342)
308,292,767
17,273,260
(458,543)
(42,576,913)
(67,288,510)
215,242,061

559,943
(563,560)
215,238,444
(71,933,550)
1,096,738
444,215,578
118,063

(32,187,205)
(13,515,374)
398,631,062
1,814,757
81,480
(4,645,466)
395,881,833
(131,030,815)
451,106,800
2,083,548
(39,549
(39,640,081
(13,509,055
400,001,663

81,480
(4,645,466
395,437,677
(131,030,815
444,156
144,401,632 144,401,632 264,851,018

— 18 —

APPENDIX:

Third Quarterly Financial Information of Tianjin Capital Environmental Protection Company Limited

(Prepared in accordance with the PRC GAAP)

PROFIT AND LOSS ACCOUNT (UNAUDITED) (Cont’d)

1.
Income from principal operations
Less: Costs for principal operations
Business tax and subcharges
2.
Profits from principal operations
Add: Profits from other operations
Less: Operating expenses
Administrative expenses
Financial expenses
3.
Operating profits
Add/(Less):Investment gain/(loss)
Add: Non-operating income
Less: Non-operating expenses
4.
Total profits
Less: Income tax
Add: Minority interests
5.
Net profits
From 1st July to 30th September
2005
2005
2004
2004
Company
Group
Company
Group
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
Rmb
176,247,325
180,814,026
242,958,669
249,344,588
(40,062,490)
(45,939,391)
(32,040,169)
(36,533,322)
(9,693,913)
(9,759,868)
(13,362,727)
(13,362,727)
126,490,922
125,114,767
197,555,773
199,448,539
1,578,696
8,634,260

681,514

(103,543)

(39,549)
(12,298,209)
(14,076,913)
(8,014,286)
(12,330,608)
(45,087,997)
(45,999,510)
(5,616,377)
(5,664,720)
70,683,412
73,569,061
183,925,110
182,095,176
2,593,179

(355,948)

469,943
469,943
1,480
1,480
(516,560)
(516,560)
(1,345,291)
(1,345,291)
73,229,974
73,522,444
182,225,351
180,751,365
(22,617,342)
(22,956,550)
(61,512,333)
(61,512,333)

46,738

1,473,986
50,612,632
50,612,632
120,713,018
120,713,018
From 1st July to 30th September
2005
2005
2004
2004
Company
Group
Company
Group
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
Rmb
176,247,325
180,814,026
242,958,669
249,344,588
(40,062,490)
(45,939,391)
(32,040,169)
(36,533,322)
(9,693,913)
(9,759,868)
(13,362,727)
(13,362,727)
126,490,922
125,114,767
197,555,773
199,448,539
1,578,696
8,634,260

681,514

(103,543)

(39,549)
(12,298,209)
(14,076,913)
(8,014,286)
(12,330,608)
(45,087,997)
(45,999,510)
(5,616,377)
(5,664,720)
70,683,412
73,569,061
183,925,110
182,095,176
2,593,179

(355,948)

469,943
469,943
1,480
1,480
(516,560)
(516,560)
(1,345,291)
(1,345,291)
73,229,974
73,522,444
182,225,351
180,751,365
(22,617,342)
(22,956,550)
(61,512,333)
(61,512,333)

46,738

1,473,986
50,612,632
50,612,632
120,713,018
120,713,018
From 1st July to 30th September
2005
2005
2004
2004
Company
Group
Company
Group
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
Rmb
176,247,325
180,814,026
242,958,669
249,344,588
(40,062,490)
(45,939,391)
(32,040,169)
(36,533,322)
(9,693,913)
(9,759,868)
(13,362,727)
(13,362,727)
126,490,922
125,114,767
197,555,773
199,448,539
1,578,696
8,634,260

681,514

(103,543)

(39,549)
(12,298,209)
(14,076,913)
(8,014,286)
(12,330,608)
(45,087,997)
(45,999,510)
(5,616,377)
(5,664,720)
70,683,412
73,569,061
183,925,110
182,095,176
2,593,179

(355,948)

469,943
469,943
1,480
1,480
(516,560)
(516,560)
(1,345,291)
(1,345,291)
73,229,974
73,522,444
182,225,351
180,751,365
(22,617,342)
(22,956,550)
(61,512,333)
(61,512,333)

46,738

1,473,986
50,612,632
50,612,632
120,713,018
120,713,018
From 1st July to 30th September
2005
2005
2004
2004
Company
Group
Company
Group
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
Rmb
176,247,325
180,814,026
242,958,669
249,344,588
(40,062,490)
(45,939,391)
(32,040,169)
(36,533,322)
(9,693,913)
(9,759,868)
(13,362,727)
(13,362,727)
126,490,922
125,114,767
197,555,773
199,448,539
1,578,696
8,634,260

681,514

(103,543)

(39,549)
(12,298,209)
(14,076,913)
(8,014,286)
(12,330,608)
(45,087,997)
(45,999,510)
(5,616,377)
(5,664,720)
70,683,412
73,569,061
183,925,110
182,095,176
2,593,179

(355,948)

469,943
469,943
1,480
1,480
(516,560)
(516,560)
(1,345,291)
(1,345,291)
73,229,974
73,522,444
182,225,351
180,751,365
(22,617,342)
(22,956,550)
(61,512,333)
(61,512,333)

46,738

1,473,986
50,612,632
50,612,632
120,713,018
120,713,018
126,490,922
1,578,696

(12,298,209)
(45,087,997)
70,683,412
2,593,179
469,943
(516,560)
73,229,974
(22,617,342)
125,114,767
8,634,260
(103,543)
(14,076,913)
(45,999,510)
73,569,061

469,943
(516,560)
73,522,444
(22,956,550)
46,738
197,555,773


(8,014,286)
(5,616,377)
183,925,110
(355,948)
1,480
(1,345,291)
182,225,351
(61,512,333)
199,448,539
681,514
(39,549
(12,330,608
(5,664,720
182,095,176

1,480
(1,345,291
180,751,365
(61,512,333
1,473,986
50,612,632 50,612,632 120,713,018

— 19 —

APPENDIX: Third Quarterly Financial Information of Tianjin Capital Environmental Protection Company Limited

(Prepared in accordance with the PRC GAAP)

Profit Appropriation Statements

For the nine months ended 30th September 2005

Net profits
Add: Undistributed profits at
beginning of the period
Profits available for
appropriation
Less: Transfer to statutory
common
reserve
Transfer to statutory
provident
fund
For the nine months ended 30th September
2005
2005
2004
2004
Company
Group
Company
Group
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
Rmb
144,401,632
144,401,632
264,851,018
264,851,018
662,124,810
662,124,810
493,808,000
493,808,000
806,526,442
806,526,442
758,659,018
758,659,018







For the nine months ended 30th September
2005
2005
2004
2004
Company
Group
Company
Group
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
Rmb
144,401,632
144,401,632
264,851,018
264,851,018
662,124,810
662,124,810
493,808,000
493,808,000
806,526,442
806,526,442
758,659,018
758,659,018







For the nine months ended 30th September
2005
2005
2004
2004
Company
Group
Company
Group
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
Rmb
144,401,632
144,401,632
264,851,018
264,851,018
662,124,810
662,124,810
493,808,000
493,808,000
806,526,442
806,526,442
758,659,018
758,659,018







For the nine months ended 30th September
2005
2005
2004
2004
Company
Group
Company
Group
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Rmb
Rmb
Rmb
Rmb
144,401,632
144,401,632
264,851,018
264,851,018
662,124,810
662,124,810
493,808,000
493,808,000
806,526,442
806,526,442
758,659,018
758,659,018







806,526,442

806,526,442

758,659,018

758,659,018

806,526,442
806,526,442
758,659,018
758,659,018
(133,000,000) (133,000,000) (106,400,000) (106,400,000

Profits attributable to shareholders 806,526,442 806,526,442 758,659,018 758,659,018 Less: Dividend payable (133,000,000) (133,000,000) (106,400,000) (106,400,000) Undistributed profits at the end of the period 673,526,442 673,526,442 652,259,018 652,259,018

Undistributed profits at the end of the period

— 20 —

APPENDIX:

Third Quarterly Financial Information of Tianjin Capital Environmental Protection Company Limited

(Prepared in accordance with the PRC GAAP)

CASH FLOW STATEMENTS (UNAUDITED)

For the nine months ended 30th September 2005

Items
Cash flows from operating activities
Cash inflows:
Cash received from sales and rendering of services
Other cash received relating to operating activities
Sub-total of cash inflows
Cash outflows:
Cash paid for goods and services
Cash paid to and on behalf of employees
Taxes paid
Other cash paid relating to operating activities
Sub-total of cash outflows
Net cash flows from operating activities
Cash flows from investing activities
Cash inflows:
Cash received from restricted bank deposits
Cash received from disposal of fixed assets,
intangible assets and other long-term assets
Other cash received relating to investing activities
Sub-total of cash inflows
Cash outflows:
Cash paid to acquire fixed assets, intangible assets
and other long-term assets
Cash paid to investments
Restricted bank deposits
Sub-total of cash outflows
Net cash flows from investing activities
Group
Company
For the nine months ended
30th September
(Unaudited)
(Unaudited)
Rmb
Rmb
353,024,534
326,424,390
8,648,249
8,216,974
361,672,783
334,641,364
72,704,920
54,781,980
28,428,019
25,699,219
134,702,697
132,089,172
29,860,978
25,344,552
265,696,614
237,914,923
95,976,169
96,726,441
293,332,000
293,332,000
5,100
5,100
5,721,164
22,541,340
299,058,264
315,878,440
184,726,617
174,006,717
36,000,000
175,850,000
6,000,000
6,000,000
226,726,617
355,856,717
72,331,647
(39,978,277)
Group
Company
For the nine months ended
30th September
(Unaudited)
(Unaudited)
Rmb
Rmb
353,024,534
326,424,390
8,648,249
8,216,974
361,672,783
334,641,364
72,704,920
54,781,980
28,428,019
25,699,219
134,702,697
132,089,172
29,860,978
25,344,552
265,696,614
237,914,923
95,976,169
96,726,441
293,332,000
293,332,000
5,100
5,100
5,721,164
22,541,340
299,058,264
315,878,440
184,726,617
174,006,717
36,000,000
175,850,000
6,000,000
6,000,000
226,726,617
355,856,717
72,331,647
(39,978,277)
361,672,783
72,704,920
28,428,019
134,702,697
29,860,978
265,696,614
95,976,169
293,332,000
5,100
5,721,164
299,058,264
184,726,617
36,000,000
6,000,000
226,726,617
72,331,647
334,641,364
54,781,980
25,699,219
132,089,172
25,344,552
237,914,923
96,726,441
293,332,000
5,100
22,541,340
315,878,440
174,006,717
175,850,000
6,000,000
355,856,717
(39,978,277

— 21 —

APPENDIX:

Third Quarterly Financial Information of Tianjin Capital Environmental Protection Company Limited

(Prepared in accordance with the PRC GAAP)

CASH FLOW STATEMENTS (UNAUDITED) (Cont’d)

For the nine months ended 30th September 2005

Items
Cash flows from financing activities
Cash inflows:
Cash received from borrowings
Cash received relating to other financing activities
Sub-total of cash inflows
Cash outflows:
Cash payments for repayment of debts
Cash payments for distribution of dividends or
profits
Sub-total of cash outflows
Net cash flows from financing activities
Net decrease in cash
Group
Company
For the nine months ended
30th September
(Unaudited)
(Unaudited)
Rmb
Rmb
670,000,000
670,000,000
452,412
452,412
670,452,412
670,452,412
970,380,040
965,380,040
198,449,528
195,537,083
1,168,829,568
1,160,917,123
(498,377,156)
(490,464,711)
(330,069,340)
(433,716,547)
Group
Company
For the nine months ended
30th September
(Unaudited)
(Unaudited)
Rmb
Rmb
670,000,000
670,000,000
452,412
452,412
670,452,412
670,452,412
970,380,040
965,380,040
198,449,528
195,537,083
1,168,829,568
1,160,917,123
(498,377,156)
(490,464,711)
(330,069,340)
(433,716,547)
670,452,412
970,380,040
198,449,528
1,168,829,568
(498,377,156)
670,452,412
965,380,040
195,537,083
1,160,917,123
(490,464,711
(330,069,340)

— 22 —

APPENDIX:

Third Quarterly Financial Information of Tianjin Capital Environmental Protection Company Limited

(Prepared in accordance with the PRC GAAP)

SUPPLEMENTARY INFORMATION

(i) Reconciliation of net profits to net cash flows
from operating activities
Net profits
Add/(Less):
Minority interests
Depreciation and amortisation of fixed assets
Long term amortisation
Decrease in amortisation
Decrease in accrued expenses
Loss on disposal of fixed assets
Interest expense
Loss on investments
Increase in inventories
Increase in operating receivables
Increase in operating payables
Net cash flows from operating activities
(ii)Net decrease in cash
Cash at end of the period
Less: Cash at beginning of the period
Net decrease in cash
Ma Baiyu
Company Representative
Gu Qifeng
Person in charge of
accounting function
Group
Company
For the nine months ended
30th September
(Unaudited)
(Unaudited)
Rmb
Rmb
144,401,632
144,401,632
(1,096,738)

46,526,803
34,008,311
5,100

34,396

(1,391,937)
(2,707,000)
505,979
505,979
67,171,610
64,564,920

2,268,821
(4,742,900)
(10,506)
(99,008,716)
(89,110,953)
(56,429,060)
(57,194,763)
95,976,169
96,726,441
588,597,289
402,570,857
(918,666,629)
(836,287,405)
(330,069,340)
(433,716,547)
Chen Yinxing
Person in charge of
accounting department

Please also refer to the published version of this announcement in The Standard.

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