Sinopec Beijing Yanhua Petrochemical (BYH) Inactive
Filed: 30 Aug 04, 12:00am
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2004
Commission File Number: 1-14646
Sinopec Beijing Yanhua Petrochemical Company Limited
(Translation of registrant’s name into English)
No.1 Beice, Yingfeng Erli, Yanshan, Fangshan District, Beijing
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g-2(b):82-Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SINOPEC BEIJING YANHUA PETROCHEMICAL COMPANY LIMITED | ||||
| Dated: August 23, 2004 | By: | /s/ WANG YONGJIAN | ||
| Name: | Wang Yongjian | |||
| Title: | Chairman of the Board | |||
Exhibit Index
| a. | An announcement of the interim results for the six-month period ended June 30, 2004 of Sinopec Beijing Yanhua Petrochemical Company Limited, published on newspapers on August 23, 2004. |
SINOPEC BEIJING YANHUA PETROCHEMICAL COMPANY LIMITED
(a joint stock limited company incorporated in the People’s Republic of China (“ the PRC”))
(Stock Code: 0325)
INTERIM RESULTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2004
The board of directors (the “Board”) of Sinopec Beijing Yanhua Petrochemical Company Limited (the “Company”) is pleased to announce the unaudited interim results of the Company for the six-month period ended 30 June 2004 (the “Reporting Period”), together with the comparable figures for the six-month period ended 30 June 2003.
During the Reporting Period, the turbulent situation in the Middle East caused tension in crude oil supply, and the global economic recovery triggered sharp increase of crude oil demand, thereby keeping the price of crude oil at a very high level. Meanwhile, the economy of the PRC maintained a high speed of growth with its gross domestic product (“GDP”) for the first half of 2004 increased by 9.7%, which has tremendously increased the domestic market demand for petrochemical products in the PRC. These factors resulted in a rapid rise of the price for domestic petrochemical products over the first half of 2004, which consecutively attained the highest historical level. The average price of each of the eight principal products of the Company increased by 25.4% as compared with that of the same period in the previous year.
Notwithstanding that, in consideration of the local overheating of the economy, from April 2004, the PRC government has adopted effective measures to implement macroscopic readjustment and control in certain industries such as steel, cement, electrolytic aluminum, etc. Nevertheless, the petrochemical industry has only been impacted slightly by these measures. Facing complex market changes and favourable market opportunities, the management of the Company persisted in strengthening basic management, promoting technical innovation, striving for enhancement of scale economy and efficiency for its facilities, and improving the Company’s operational and management standards, thereby largely improved the business performance of the Company during the Reporting Period, as compared with that of the previous year.
During the first half of 2004, the Company achieved total sales of RMB 7,669.6 million, representing an increase of 39.6% as compared with that of the same period in the previous year. The profit from ordinary activities before taxation and the profit attributable to shareholders were RMB 1,523.9 million and RMB 1,031.7 million, respectively, representing an increase of 411.8% and 436.7% respectively as compared to those of the same period in 2003.
INTERIM FINANCIAL REPORT (UNAUDITED) PREPARED IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARD (“IAS”) 34 “INTERIM FINANCIAL REPORTING”
This interim financial report is unaudited, but has been reviewed in accordance with the Statement of Auditing Standards 700 “Engagements to review interim financial reports”, issued by the Hong Kong Society of Accountants, by KPMG, whose unmodified review report is included in the interim report to be sent to the shareholders of the Company.
Income statement
For the six-month period ended 30 June 2004 (unaudited)
(Amounts in thousands of Renminbi (“RMB”), except per share data)
| Six-month period ended 30 June | ||||||||
| Note | 2004 | 2003 | ||||||
| RMB | RMB | |||||||
Turnover | 7,669,587 | 5,493,482 | ||||||
Cost of sales | (5,662,559 | ) | (4,783,443 | ) | ||||
| Gross profit | 2,007,028 | 710,039 | ||||||
Selling, general and administrative expenses | (424,322 | ) | (315,583 | ) | ||||
Other operating income | 6,551 | 6,551 | ||||||
Other operating expenses | (4,930 | ) | (12,960 | ) | ||||
| Profit from operations | 1,584,327 | 388,047 | ||||||
Net financing costs | (60,407 | ) | (90,298 | ) | ||||
| Profit from ordinary activities before taxation | 2 | 1,523,920 | 297,749 | |||||
Income tax expense | 3 | (492,264 | ) | (105,512 | ) | |||
| Profit attributable to shareholders | 1,031,656 | 192,237 | ||||||
| Basic earnings per share | 4 | 0.31 | 0.06 | |||||
Notes on the Unaudited Interim Financial Report
1. PRINCIPAL ACTIVITIES AND BASIS OF PREPARATION
The Company was incorporated as a joint stock company with limited liability in the PRC on 23 April 1997 as part of the reorganisation (“Reorganisation”) of Beijing Yanshan Petrochemical Corporation (“Yanshan Company”) in preparation for the listing of the Company’s shares. The Company’s shares and American Depository Shares (“ADSs”) were listed on the Hong Kong Stock Exchange and the New York Stock Exchange respectively in June 1997.
Upon the Reorganisation, the Company became a subsidiary of Yanshan Company. On 25 February 2000, China Petrochemical Corporation (“Sinopec Group”), underwent a reorganisation, and formed a subsidiary, China Petroleum and Chemical Corporation (“Sinopec”). In accordance with the reorganisation agreement, Yanshan Company, previously the Company’s parent company, transferred its 70% equity interest in the Company to Sinopec.
The principal activities of the Company are the manufacturing and sale of petrochemical products in the PRC.
The interim financial report has been prepared in accordance with the requirements of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), including compliance with IAS 34 “Interim Financial Reporting” adopted by the International Accounting Standards Board (“IASB”).
The accounting policies have been consistently applied by the Company and are consistent with those adopted in the 2003 annual accounts. The 2003 annual accounts have been prepared in accordance with International Financial Reporting Standards (“IFRS”) promulgated by the IASB. IFRS includes International Accounting Standards and related interpretations.
2. PROFIT FROM ORDINARY ACTIVITIES BEFORE TAXATION
Profit from ordinary activities before taxation is arrived at after charging/(crediting):
| Six-month period ended 30 June | ||||||
| 2004 | 2003 | |||||
| RMB’000 | RMB’000 | |||||
Interest expense | 49,783 | 86,603 | ||||
Less: Amount capitalised | — | (7,131 | ) | |||
Interest expense, net | 49,783 | 79,472 | ||||
Cost of inventories | 5,662,559 | 4,783,443 | ||||
Depreciation | 465,653 | 450,374 | ||||
Net (gain)/loss on disposal of property, plant and equipment | (1,426 | ) | 6,540 | |||
3. INCOME TAX EXPENSE
Income tax expense in the income statement represents:
| Six-month period ended 30 June | ||||||
| 2004 | 2003 | |||||
| RMB’000 | RMB’000 | |||||
Provision for PRC income tax | 535,392 | 108,195 | ||||
Deferred taxation | (43,128 | ) | (2,683 | ) | ||
| 492,264 | 105,512 | |||||
The provision for PRC income tax is calculated at the rate of 33% (2003: 33%) on the estimated assessable income of the period determined in accordance with relevant income tax rules and regulations of the PRC. The Company did not carry on business overseas or in Hong Kong and therefore did not incur overseas and Hong Kong income taxes.
4. BASIC EARNINGS PER SHARE
The calculation of basic earnings per share is based on the profit attributable to shareholders for the Reporting Period of RMB 1,031,656,000 (2003: RMB 192,237,000) and 3,374,000,000 (2003: 3,374,000,000) shares in issue during the Reporting Period.
Diluted earnings per share is not presented as there were no dilutive potential ordinary shares in existence during the both periods.
5. PROFIT APPROPRIATION
The dividend declared and paid during the six-month period ended 30 June 2004 represented a final dividend in respect of the year ended 31 December 2003 of RMB 0.05 per share totalling RMB 168,830,000.
The Directors do not recommend the payment of an interim dividend for the Reporting Period (2003: Nil).
No transfers have been made to the statutory surplus reserve, the statutory public welfare fund nor the discretionary surplus reserve from the income statement for the Reporting Period (2003: Nil).
6. SEGMENT INFORMATION
| Six-month period ended 30 June | ||||||
| 2004 | 2003 | |||||
| RMB’000 | RMB’000 | |||||
| External sales | ||||||
Resins and Plastics | 4,107,347 | 2,902,849 | ||||
Synthetic Rubber | 1,205,005 | 878,229 | ||||
Basic Organic Chemical Products | 1,993,924 | 1,406,757 | ||||
Others | 363,311 | 305,647 | ||||
| Total external sales | 7,669,587 | 5,493,482 | ||||
| Cost of sales | ||||||
Resins and Plastics | (3,039,293 | ) | (2,650,511 | ) | ||
Synthetic Rubber | (863,114 | ) | (685,224 | ) | ||
Basic Organic Chemical Products | (1,453,253 | ) | (1,134,862 | ) | ||
Others | (306,899 | ) | (312,846 | ) | ||
| Total cost of sales | (5,662,559 | ) | (4,783,443 | ) | ||
| Segment gross profit | ||||||
Resins and Plastics | 1,068,054 | 252,338 | ||||
Synthetic Rubber | 341,891 | 193,005 | ||||
Basic Organic Chemical Products | 540,671 | 271,895 | ||||
Others | 56,412 | (7,199 | ) | |||
| Total segment gross profit | 2,007,028 | 710,039 | ||||
Selling, general and administrative expenses | (424,322 | ) | (315,583 | ) | ||
Net financing costs | (60,407 | ) | (90,298 | ) | ||
Other operating income/(expense), net | 1,621 | (6,409 | ) | |||
| Profit from ordinary activities before taxation | 1,523,920 | 297,749 | ||||
In view of the fact that Company operates mainly in the PRC, no geographical segmental information is presented.
7. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform with the current period’s presentation.
MANAGEMENT’S DISCUSSION AND ANALYSIS
Operation Review
In the first half of 2004, the turnover of the Company was RMB 7,669.6 million, representing an increase of 39.6% as compared with that of the same period in the previous year. During the Reporting Period, the economy of the PRC maintained a high speed of growth. Notwithstanding that, from April 2004, the PRC government has implemented macroscopic readjustment and control measures in certain industries, the petrochemical industry has nevertheless not been adversely impacted by these measures. The demand for and the price of petrochemical products in the domestic market remained at a comparably high level of growth. During the first half of 2004, the average price of each of the eight principal products of the Company increased by 25.4% as compared with that of the same period in the previous year.
During the first half of 2004, the Company continued to develop and manufacture specialised products to improve its product mix in order to maintain the competitiveness of the Company’s products. For the same period, the percentage of sales of specialised products, which in general command higher margins than generic products, to total sales of resins and plastics was 60.8%.
The following table sets out the comparative figures for the turnover of the Company’s principal products for the six months ended 30 June 2004 and 2003, respectively:
| Six-month period ended 30 June | ||||||||
| 2004 | 2003 | |||||||
| Principal Products | Turnover | Percentage of Turnover | Turnover | Percentage of Turnover | ||||
| (RMB ’000) | (RMB ’000) | |||||||
Resins and Plastics | 4,107,347 | 53.6 | 2,902,849 | 52.8 | ||||
Synthetic Rubber | 1,205,005 | 15.7 | 878,229 | 16.0 | ||||
Basic Organic Chemical Products | 1,993,924 | 26.0 | 1,406,757 | 25.6 | ||||
Others | 363,311 | 4.7 | 305,647 | 5.6 | ||||
Total | 7,669,587 | 100.0 | 5,493,482 | 100.0 | ||||
The following table shows the percentage of main business-related operating expenses in relation to the total turnover of the Company:
| Six-month period ended 30 June | ||||||
| 2004 | 2003 | |||||
| Percentage | Percentage | |||||
Turnover | 100.0 | 100.0 | ||||
Less expenditure: | ||||||
Raw materials | (55.0 | ) | (62.1 | ) | ||
Utility (fuel and power) expenses | (8.9 | ) | (11.0 | ) | ||
Depreciation | (6.1 | ) | (8.2 | ) | ||
Wages and bonus | (1.7 | ) | (1.8 | ) | ||
Other overheads | (2.8 | ) | (4.8 | ) | ||
Selling, general and administrative expenses (exclusive of depreciation, wages and bonus) | (4.8 | ) | (5.0 | ) | ||
Operating margin | 20.7 | 7.1 | ||||
In the first half of 2004, the cost of sales of the Company increased from RMB 4,783.4 million to RMB 5,662.6 million, representing an increase of 18.4% as compared with that of the same period in 2003. This increase of the cost of sales was mainly attributable to: (i) the increase in the price of cracking feedstock, which resulted in the corresponding increase in the expenses for the raw materials; and (ii) the increase in the price of public energy, such as steam and electric power, due to the increase in the crude oil price, which resulted in the increase of fuel and power costs. Raw material expense represents the largest portion of operational costs of the Company, and the expenses relating to purchase of cracking feedstock accounted for 51.7% and 52.5% of the cost of sales in the first six months of 2004 and 2003 respectively. In the first half of 2004, the costs for cracking feedstock amounted to RMB 2,926.8 million, representing an increase of RMB 417.6 million from RMB 2,509.2 million in the first half of 2003, or an increase of 16.6%. The average price of cracking feedstock in the first half of 2004 increased by 4.1% as compared with that of the same period last year. For the Reporting Period, the Company’s selling, general and administrative expenses increased from RMB 315.6 million to RMB 424.3 million as compared with the same period in 2003, representing an increase of 34.4%, which mainly resulted from the increase of the Company’s bad debt provisions by approximately RMB 29 million and the increase of the Company’s stock provision by approximately RMB 30 million resulted from the evaluation of the operation risk by the management of the Company based on the recent market and assets situation.
For the Reporting Period, net financing costs decreased from RMB 90.3 million to RMB 60.4 million as compared to that of the same period in 2003, representing a decrease of 33.1%, mainly attributable to the decrease in interest expenditure as a result of decrease in the long-term and short-term loans. Profit before taxation amounted to RMB 1,523.9 million, representing an increase of 411.8% from RMB 297.7 million for the same Reporting Period in 2003. The Company’s net profit for the first six months of 2004 was RMB 1,031.7 million, representing a net margin of 13.5%, as compared to the net profit of RMB 192.2 million, with a net margin of 3.5%, in the same period of 2003.
Liquidity and Capital Resources
The capital of the Company is sourced from the cash income generated from its operations as well as bank loans, which were used mainly to cover its capital expenditure and working capital.
During the first half of 2004, the net cashflow derived from the Company’s operating activities amounted to RMB 1,530.4 million, representing an increase of RMB 703 million as compared with that of the same period in 2003 which was mainly adjusted by (i) profit before taxation of RMB 1,523.9 million; and (ii) depreciation expenses of RMB 465.7 million. The increase in the cashflow from the operating activities helps to reduce the bank loans and reduce the interest expenses of the Company.
The Company’s short-term and long-term loans are mainly obtained from PRC financial institutions. As of 30 June 2004, the Company’s total outstanding loans decreased by RMB 970.1 million from RMB 2,684.8 million as of 31 December 2003 (including RMB 1,070 million in short-term loans, and RMB 18.4 million in long-term loans due within one year) to RMB 1,714.7 million (including RMB 810 million in short-term loans, and RMB 18.4 million in long-term loans due within one year). All of the Company’s short-term bank loans are of fixed interest rate. The Company does not use any financial instruments for hedging purpose.
Outlook for the Second Half of 2004
Over the first six months of 2004, the PRC’s GDP achieved a rapid growth of 9.7%. The economy of the PRC is expected to maintain stable and rapid development in the second half of 2004, which will be beneficial in maintaining an increase in the demand for petrochemical products in the PRC. The increase of international demand and the tension in international supply of crude oil will keep the international price of crude oil at a relatively high level in the foreseeable future. Therefore, the Company expects that the domestic price of petrochemical products will remain at a comparatively high level during the second half of 2004.
The Company will fully utilise its unique position in the market in its continuing efforts to improve the efficiency of production through technical development and innovations. The Company also aims to increase the added value of the products through reasonable readjustment of the product mix on the basis of adequate market analysis. The Company’s objective is to firmly grasp the market opportunities, enhance production management and product marketing, further improve the Company’s economic results, and produce a better return to the shareholders of the Company.
Interim Dividends
The Company’s Board has decided not to declare any interim dividends.
Gearing Ratio
As of 30 June 2004, the Company’s gearing ratio was 26.3% (31 December 2003: 47.5%). The decrease in the gearing ratio was mainly due to a decrease in both long-term and short-term debts of the Company during the Reporting Period. The gearing ratio is calculated by dividing the total of long-term and short-term bank loans by the shareholders’ equity.
Contingent Liabilities
As of 30 June 2004, the Company had no significant contingent liabilities.
Purchase, Sale and Investment
For the six-month period ended 30 June 2004, there was no material purchase, sale or investment in connection with the Company’s subsidiaries and associated companies.
Pledges of Assets
As of 30 June 2004, there was no material pledge of assets.
Exposure to Fluctuations in Exchange Rates and Any Related Hedges
The Company is exposed to foreign exchange currency risk primarily as a result of its foreign currency denominated long-term debt and, to a limited extent, cash and cash equivalents denominated in foreign currencies. The Company had no foreign currency hedging activity during the Reporting Period.
CAPITAL STRUCTURE
The Company’s capital structure as of 30 June 2004 was as follows:
| Class of shares | Number of shares | Percentage of total issued share capital | ||
Domestic Shares held by Sinopec | 2,362,000,000 | 70.0 | ||
Foreign shares (in the form of H shares) | 1,012,000,000 | 30.0 | ||
Total | 3,374,000,000 | 100.0 | ||
SUBSTANTIAL SHAREHOLDERS
According to the records entered into the register kept by the Company pursuant to Section 336 of the Securities and Futures Ordinance (the “SFO”) of Hong Kong, as of 30 June 2004, the interests held by the persons other than the directors, supervisors or senior management of the Company were as follows:
Long position in the domestic shares of the Company:
| Number of domestic shares | Percentage of the total issued domestic share capital | Percentage of total issued share capital | |||||
Sinopec | 2,362,000,000 | 100.0 | 70.0 | ||||
| (Note 1 | ) | ||||||
Long position in H shares of the Company
| |||||||
Number of H shares | Percentage of the total issued H share capital | Percentage of total issued share capital | |||||
J.P. Morgan Chase & Co. | 132,413,000 | 13.1 | 3.9 | ||||
| (Note 2 | ) | ||||||
Note:
| 1. | These 2,362,000,000 domestic shares are directly held by Sinopec. |
| 2. | Among which, 30,000 H shares are directly held by J.P. Morgan Chase & Co., 89,362,000 H shares are held in the capacity of investment manager and 43,021,000 H shares are held in the capacity of custodian corporation/approved lending agent. |
PURCHASE, SALE AND REDEMPTION OF THE LISTED SHARES OF THE COMPANY
The Company did not purchase, sell, redeem or cancel any of the listed shares of the Company during the Reporting Period.
DIRECTORS’ AND SUPERVISORS’ INTERESTS
During the Reporting Period, none of the directors, supervisors, chief executives of the Company or their associates had any interests or short-term positions in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Section XV of the SFO as recorded in the register required to be kept under Section 352 of the SFO, or otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies. None of directors, supervisors, chief executives of the Company or their associates had been granted or had exercised any such rights during the six months ended 30 June 2004.
UNIFORM INCOME TAX RATE AND LOCAL TAXATION BENEFITS
The Company is subject to the PRC’s income tax rate of 33%. The Company is not aware of any governmental policy changes that will potentially affect the Company’s tax rate.
TRUST DEPOSIT
As of 30 June 2004, the Company did not have any trust deposits with any financial institutions in the PRC. The Company has not encountered any withdrawal difficulties with respect to its deposits.
EMPLOYEE HOUSING SCHEME
In accordance to the relevant laws and regulations of the PRC, the policy for the allocation of housing as welfare benefits has ceased to apply. The Company is considering measures for payment of housing subsidies, including increasing wages or making a lump sum payment to qualified employees. Once determined, these measures will be reflected in the accounts of the next relevant period. As disclosed in the Company’s prospectus dated on 17 June 1997, Yanshan Company is willing to bear such a lump sum payment. In this regard, the Company is not expecting any cash outflows.
DISCLOSURE OF MAJOR EVENTS
| (1) | Mr. Zhang Haoruo, an independent non-executive director of the Company, died on 27 March 2004. The Company confirms that the demission of Mr. Zhang will not cause business interruption of the Company. The Company does not intend to render any arrangement for filling this vacant seat of board member. Since the remaining three independent non-executive directors of the Company will continue to perform their duties as independent non-executive directors, the Company remains in compliance with the rule 3.19(2) of the Listing Rules. |
| (2) | Mr. Du Guosheng, the chairman of the Board, was transferred from the Company due to change of assignment. For the convenience of daily operations of the Company, Mr. Du submitted a resignation application to the Board of the Company at the fourth meeting of the third session of the Board dated 10 July 2004, to resign from the positions of chairman and director of the Company. After nomination by the Board, Mr. Wang Yongjian was elected as the new chairman of the Board of the Company. |
| (3) | In order to improve the Company’s corporate governance, standardise internal control, and reduce risk, at the fifth meeting of the third session of the Board of the Company dated 20 August 2004, the Board of the Company reviewed and approved the “Internal Control System of Sinopec Beijing Yanhua Petrochemical Company Limited”. |
CODE OF BEST PRACTICE
None of the Company’s directors is aware of any information that would reasonably indicate that the Company is not or was not, during the Reporting Period, in compliance with the Code of Best Practice as set out in Appendix 14 to the Listing Rules.
AUDIT COMMITTEE
The audit committee and the management of the Company have reviewed the accounting polices adopted by the Company and discussed matters relating to auditing, internal supervising and financial reporting, including the unaudited interim financial report for the six-month period ended 30 June 2004.
DOCUMENTS AVAILABLE FOR INSPECTION
The full text of the Interim Report and Interim Financial Report signed by the Chairman is available for inspection at the company secretary office, No. 1 Beice, Yingfeng Erli, Yanshan, Fangshan District, Beijing, the PRC.
PUBLICATION OF FINANCIAL INFORMATION
A detailed results announcement of the Company for the six-month period ended 30 June 2004 containing all the information as required by paragraph 46 (1) to 46 (6) of Appendix 16 to the Listing Rules will be available for publication on the website of the Stock Exchange (http://www.hkex.com.hk) in due course.
On behalf of the Board
Wang Yongjian
Chairman
Beijing, the PRC
20 August 2004
As at the date of this announcement, the composition of the Board is as follows:
| Executive directors: | Mr. Wang Yongjian (Chairman), Mr. Yang Qingyu (Vice-Chairman) and Mr. Xu Hongxing (General Manager); | |
| Non-executive directors: | Ms. Wang Yuying, Mr. Wang Ruihua, Mr. Cui Guoqi and Mr. Xiang Hanyin; | |
| Independent non-executive directors: | Mr. Zhang Yanning, Mr. Liu Haiyan and Mr. Yang Xuefeng. | |
Please also refer to the published version of this announcement in the (South China Morning Post).