China Enterprises Limited

 

Annual Report

Chairman's statement

I am pleased to present the annual results of China Enterprises Limited ("China Enterprises" or the "Company") and its subsidiaries (the"Group") for the year ended December 31, 2001.

Pursuant to a special resolution passed at the annual general meeting held on May 31, 2001, the name of the Company was changed from China Tire e-commerce.com Limited to China Enterprises Limited. This is the result of a strategic review of the Group's investments in light of the impending structural changes occurring in China. With a changing political and socio-economic landscape, it is imperative that the Group expands its vision to encompass investments in other high growth industries. Going forward the Group intends to actively search for potential investments in the Greater China region with emphasis on achieving a diversified portfolio of assets consisting of industrial and consumer related investments.

For the existing investments in tire manufacturing, I regret to report that persistent competition and tough operating conditions depressed overall results for the year under review. Tire prices in China declined by approximately 3-5% despite softer raw material prices. In addition, customer claims for replacement tires, especially truck tires, dampened the bottom lines of our tire subsidiaries.

Despite the above, the Group managed to increase revenue by 20% to Rmb2.71 billion for the year (2000: Rmb2.26 billion). This was mainly due to increased sales volume especially for domestic radial tires and the abolishment of the 10% consumption tax effected January 1, 2001. Sales of radial tires made up approximately 19.5% of the total revenues in 2001 while export sales constituted 23.0% (2000: 28.8%). Volume wise, the Group sold a total of 6.2 million units of vehicle tires, 34 million units of bicycle tires and 2.5 million units of wheelbarrow tires for the year.

However, losses from continuing operations before taxation and minority interest was Rmb97.9 million (2000: Rmb76.7 million) and net losses from continuing operations after tax and minority interest was Rmb50.3 million for the year (2000: Rmb58.2 million). During the year, the Company decided to dispose of its entire interest in Double Happiness Tyre Industries Company Limited, a 55% held subsidiary of the Company which was deemed to be non-performing and resulted in an aggregate disposition loss of Rmb28.6 million, which together with its losses from operations of Rmb5.3 million, was included in the consolidated statements of operations and comprehensive loss under discontinued operations. As a result, consolidated net losses of China Enterprises was Rmb135.4 million for the year ended December 31, 2001 (2000: Rmb79.4 million).

As for the various tire subsidiaries, the Hangzhou factory continued to be the best performer and recorded a 29% increase in its revenue to Rmb2.06 billion as a result of increased sales volume. In view of stronger local brand and better margins achieved in the domestic market, less effort was spent on export and hence, export sales fell by 11% relative to last year. In particular, radial tires sold well in the domestic market and contributed to 24% of total revenue. Gross margin also improved due to more efficient procurement efforts and the appointment of distribution agents. The Hangzhou factory achieved net income of Rmb53.5 million for the year of 2001 compared to a net loss of Rmb1.6 million last year.

The Yinchuan tire factory experienced a decline of 5% in turnover to Rmb619.4 million compared to the last year as a result of competitive pricing. The factory incurred a net loss of Rmb162.2 million in the year 2001 compared to a net loss of Rmb47.8 million in 2000.

In the fourth quarter of 2001, the Company received notification from the New York Stock Exchange("NYSE") that the Company failed to maintain a minimum total average market capitalization of US$15 million over a consecutive 30 trading-day period. A business plan was submitted to the NYSE in early 2002 that outlined the Company's plan to comply with the NYSE's listing requirements. The Company will be subject to an 18-month monitoring period by the NYSE. There is no assurance that the NYSE will accept the plan and decide to allow the Company to remain listed. In the event that the Company's shares cease to be listed on the NYSE, the Company will consider an alternative trading venue.

In the next few years, we see the greatest opportunities in China's services sector, which to-date has not developed as fast as the industrial sector, and which is now significantly open to foreign investment in many areas that were heretofore barred or restricted. Examples of this include tourism, especially domestic and outbound tourism, and various consumer services. Many economists forecast China real GNP growth of about 7% per annum over the next decade, which would double the size of the PRC economy over that period. We believe that the services sector may grow at a rate higher than the overall economy and certain service sectors will register outstanding growth in the coming years. The Company intends to strategically focus on such very high growth areas in its greater China investment strategy.

On February 1, 2002, Million Good Limited ("Million Good"), a wholly owned subsidiary of China Enterprises, entered into a conditional subscription agreement to subscribe for 4,800,000,000 new shares of HK$0.01 each representing 34.6% in the enlarged issued share capital of Ananda Wing On Travel (Holdings) Limited ("AWT(Holdings)")("Shares") at a subscription price of HK$0.027 per Share ("Subscription"). Total consideration for the Subscription amounted to HK$129.6 million.

On the same day, China Enterprises entered into a conditional convertible note agreement pursuant to which AWT (Holdings) will issue a convertible note to the Company or its nominee with a principal amount of HK$120.0 million, which entitles the holder thereof to convert into Shares at any time during the two years from the date of issue of the convertible note at an initial conversion price of HK$0.032 per Share, subject to adjustments.

Closing of the subscription and the convertible note is expected to occur on or before April 30, 2002.

AWT (Holdings) is a leading travel operator based in Hong Kong whose major business includes provision of package tours, travel, transportation and other related services. The investment in AWT (Holdings) is one of the Company's steps towards the goal of portfolio diversification.

China's accession to the World Trade Organization marks an important milestone signifying the emergence of China as an economic and political powerhouse. Not only will it open China's doors to foreign goods and services, it will help eliminate domestic protectionism on fundamentally weak companies. Despite a gradual upward trend in commodities prices such as natural rubber and volatility in oil prices, the Group is confident that the Company will be able to sustain and strengthen its leading position in the China tire market. The perpetual value-enhancing goal of increasing sales volume with marginal increases in resources will be our prime objective of all our tire subsidiaries.

In line with the Group's strategic plans, the Board will continue to seek investment opportunities that will increase shareholder's value with the aim to diversify away from over dependence on a single vertical business. With China's rapidly growing consumerism, in particular, tourism, the Company's investment into travel and related businesses will be the initial step in achieving greater value for our shareholders.


Dr. Chan Kwok Keung, Charles
Chairman

April 16, 2002


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Copyright 2002 China Enterprises Limited