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晨 鸣B:2010年第一季度报告正文(英文版)2010-04-22  

						山 東 晨 鳴 紙 業 集 團 股 份 有 限 公 司

    SHANDONG CHENMING PAPER HOLDINGS LIMITED*

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

    First Quarterly Report 2010

    §1 IMPORTANT NOTICE

    1.1 The board of directors (the “Board”), the supervisory committee (the “Supervisory

    Committee”), directors (the “Directors”), supervisors (the “Supervisors”) and the senior

    management (the “Senior Management”) of the Company warrant that this 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 contents of

    this report. This report has been prepared in both Chinese and English. For any

    discrepancies, the Chinese version shall prevail.

    1.2 None of the Directors, Supervisors and Senior Management is unable to warrant the

    truthfulness, accuracy and completeness of the contents of this report or hold any dissenting

    views.

    1.3 This quarterly report has been considered and approved by the second meeting of the sixth

    session of the Board of the Company. All Directors attended this meeting.

    1.4 The first quarterly financial report of the Company prepared in accordance with Accounting

    Standards for Business Enterprises issued by the Ministry of Finance of the People’s

    Republic of China (the “PRC”) by the Company and its subsidiaries (collectively referred to

    as the “Group”) are unaudited.

    1.5 Chen Hongguo, the person in charge of the Company, Wang Chunfang, the financial

    controller of the Company, and Li Dong, head of accounting department (the person in

    charge of accounting) hereby declare their assurance for the truthfulness and completeness

    of the financial report contained in the quarterly report.2

    §2 BASIC COMPANY INFORMATION

    2.1 Major accounting data and financial indicators prepared in accordance with

    Accounting Standards for Business Enterprises

    Unit: RMB

    At the end of

    the current

    reporting period

    At the end of

    last year

    Increase/decrease

    (%)

    Total Assets (RMB) 29,647,238,365.47 28,213,084,875.02 5.08%

    Equity attributable

    to equity holders of

    the Company

    13,230,000,797.84 12,991,904,321.68 1.83%

    Share capital (shares) 2,062,045,941.00 2,062,045,941.00 0

    Net assets per share

    attributable to equity

    holders of the

    Company (RMB per

    share)

    6.416 6.3 1.84%

    The current

    reporting period

    The corresponding

    period of last year

    Increase/decrease

    (%)

    Total operating

    revenue (RMB)

    3,917,441,890.00 2,874,448,414.82 36.28%

    Net profit attributable

    to equity holders of

    the Company (RMB)

    238,099,243.24 7,846,215.38 2934.57%3

    At the end of

    the current

    reporting period

    At the end of

    last year

    Increase/decrease

    (%)

    Net cash flow

    generated from

    operating activities

    (RMB)

    656,022,760.24 -149,042,774.41 540.16%

    Net cash flow per

    share generated from

    operating activities

    (RMB per share)

    0.32 -0.07 557.14%

    Basic earnings per

    share (RMB per

    share)

    0.12 0.0038 3057.89%

    Diluted earnings per

    share (RMB per

    share)

    N/A N/A N/A

    Return on net assets

    on weighted average

    basis #%

    1.82% 0.06% Increased by 1.76

    percentage points

    Return on net assets

    on weighted average

    basis after

    extraordinary gains or

    losses #%

    1.57% -0.02% Increased by 1.59

    percentage points

    Unit: RMB

    Extraordinary gains or losses items

    From beginning of the

    year to the end of the

    reporting period

    Gains or losses from disposal of non-current assets 281,749.99

    Government grants received 40,101,348.47

    Net gains or losses attributable to debt restructuring -272,462.50

    Non-operating net gain or loss other than the above 936,010.36

    Effect of extraordinary gains or losses on income tax -5,694,406.82

    Effect of minority interests -3,076,083.31

    Total 32,276,156.194

    2.2 Total number of shareholders and the top ten shareholders of non-restricted shares at

    the end of the reporting period

    Unit: shares

    Total number of shareholders at

    the end of the reporting period

    Total number of shareholders was 153,084, including

    120,907 equity holders of A shares, 31,495 equity

    holders of B shares and 682 equity holders of H

    shares.

    Shareholdings of the top ten shareholders of non-restricted outstanding shares

    Name of shareholder (full name)

    Number of

    non-restricted

    outstanding shares held

    at the end of the period Class of shares

    HKSCC Nominees Limited 390,006,000 H share

    China Construction Bank

    — 鵬華價值優勢股票型證券投資基金

    38,031,345 A share

    NIHK-CUSTOMERS’ SEGREGATEDD

    ACCOUNT

    30,421,008 B share

    PLATINUM ASIA FUND 28,760,276 B share

    KEYWISE GREATER CHINA

    OPPORTUNITIES MASTER FUND

    19,557,609 B share

    Bank of China

    — 華夏行業精選股票型證券投資基金

    (LOF)

    19,514,046 A share

    BILL & MELINDA GATES FOUNDATION

    TRUST

    19,495,444 A share

    Industrial and Commercial Bank of China

    — 諾安股票證券投資基金

    16,259,170 A share

    Bank of China

    — 易方達深證100 交易型開放式證券投

    資基金

    15,321,040 A share

    BBH BOS S/A FIDELITY FD

    — CHINA FOCUS FD

    15,189,926 B share5

    §3 SIGNIFICANT EVENTS

    3.1 Details of and reasons for significant changes in major accounting statement items and

    financial indicators of the Company

    .. Applicable  Not Applicable

    Unit: RMB

    Balance sheet items

    Items 31 March 2010 31 December 2009 Increase/decrease

    Other current assets 135,701,063.89 90,756,205.60 49.52%

    Bills payable 351,214,277.59 544,532,508.19 -35.50%

    Interests payable 22,023,249.99 5,050,000.00 336.10%

    Short-term debentures

    payable

    1,503,172,083.33 0 100%

    Other non-current liabilities 2,290,341,489.83 1,189,484,415.60 92.55%

    Income statement items

    Items 31 March 2010 31 March 2009 Increase/decrease

    Operating revenue 3,917,441,890.00 2,874,448,414.82 36.28%

    Selling expenses 206,922,027.74 145,167,431.90 42.54%

    Loss on impairment of assets 16,074,481.93 -133,662,338.10 112.03%

    Investment income -1,672,580.37 -3,932,216.58 57.46%

    Operating profit 280,266,177.20 -5,176,752.36 5513.94%

    Non-operating income 45,633,132.91 19,421,985.71 134.96%

    Total profit 323,087,823.52 10,541,936.70 2964.79%

    Income tax 59,383,482.51 5,153,688.42 1052.25%

    Net profit 263,704,341.01 5,388,248.28 4794.06%

    Of which: Net profit

    attributable to equity holders

    of the Company 238,099,243.24 7,846,215.38 2934.57%

    Minority interests 25,605,097.77 -2,457,967.10 1141.72%6

    Cash flow statement items

    Items

    The current

    reporting period

    The corresponding

    period of last year

    Increase(+)/

    decrease(-)

    Net cash flows generated from

    operating activities 656,022,760.24 -149,042,774.41 540.16%

    Net cash flows generated from

    investment activities -519,414,420.50 -174,294,857.25 -198.01%

    Net cash flows generated from

    financing activities 665,825,205.59 1,418,958,100.96 -53.08%

    Changes were mainly due to:

    1. Other current assets increased by 49.52% mainly due to an increase in non-credited VAT

    and income tax payment.

    2. Bills payable decreased by 35.5% mainly due to the expiry of the payment of the bills

    payable as at the end of the previous period.

    3. Interests payable increased by 336.1% mainly due to appropriation of the interests of the

    medium term bills issued by the Company.

    4. Short-term debentures payable increased mainly due to the issuance of short-term

    debentures of RMB1.5 billion during the period.

    5. Other non-current liabilities increased by 92.55% mainly due to the new issuance of

    medium-term notes of RMB1.1 billion by the Company during the period.

    6. Operating revenue increased by 36.28% over the corresponding period of last year mainly

    due to the greater sales volume during the period as compared to the corresponding period

    of last year as a result of better economic conditions and the great increase in the selling

    price.

    7. Selling expenses increased by 42.54% over the corresponding period of last year mainly due

    to higher transportation costs resulting from an increase in sales and an oil price rise.

    8. Loss on impairment of assets increased by 112.03% over the corresponding period of last

    year mainly due to reversal of the allowance for inventories in 2008 during the

    corresponding period of last year.7

    9. Investment income increased by 57.46% over the corresponding period of last year mainly

    due to a decrease in the losses of associates.

    10. Operating profit, total profit, income tax, net profit, net profit attributable to equity holders

    of the Company and minority interests increased by 5513.94%, 2964.79%, 1052.25%,

    4794.06%, 2934.57% and 1141.72% respectively over the corresponding period of last year

    mainly due to the significant increase in the sales volume and the selling price during the

    period as a result of the factors such as better economic conditions, and the significant

    change of the above items was also caused by the greater gross profit margin of the

    products.

    11. Non-operating income increased by 134.96% over the corresponding period of last year

    mainly because more government grants received in the period were recognized in profit or

    loss.

    12. Net cash flows generating from operating activities increased by 540.16% over the

    corresponding period of last year mainly due to a significant increase in sales volume, sales

    revenue and profit during the period over the corresponding period of last year.

    13. Net cash flows generating from investment activities decreased by 198.01% over the

    corresponding period of last year mainly due to the investments in the copperplate paper

    project with annual production capacity of 800,000-tonne and the tissue paper project with

    annual production capacity of 98,000-tonne of 壽光美倫紙業有限責任公司 (Shouguang

    Meilun Paper Co., Ltd.), a subsidiary of the Company, the Zhanjiang pulp project and the

    high-end culture paper project during the reporting period.

    14. Net cash flows generating from financing activities decreased by 53.08% over the

    corresponding period of last year mainly due to more repayments made during the period

    over the corresponding period of last year.

    3.2 The progress of significant events and analysis of their impact and solutions

     Applicable .. Not Applicable

    3.3 Performance of undertakings by the Company, shareholders and de facto controller

     Applicable .. Not Applicable8

    3.4 Warning on the potential loss in accumulated net profit for the period from the

    beginning of the year to the end of the next reporting period or any material change in

    accumulated net profit from the corresponding period of last year and analysis of the

    reasons thereof

     Applicable .. Not Applicable

    3.5 Other significant events that require explanation

    3.5.1 Investment in securities

     Applicable .. Not Applicable

    3.5.2 Table setting out reception activities including investigation and research,

    communication and interviews during the reporting period

    Time of

    reception

    Place of

    reception

    Manner of

    reception Visitor

    Main topics of

    discussion and

    information provided

    19 January 2010 Shouguang,

    Shandong

    On-site

    research and

    investigatio

    n

    CSC International

    Holdings Ltd.

    Shanghai

    Representative

    Office

    Matters including recent

    development of the

    industry and

    development trend in

    the future, production

    and operation of the

    Company, as well as

    strategic development

    27 January 2010 Shouguang,

    Shandong

    On-site

    research and

    investigatio

    n

    Penghua Fund Matters including recent

    development of the

    industry and

    development trend in

    the future, production

    and operation of the

    Company, as well as

    strategic development

    2 February 2010 Shouguang,

    Shandong

    On-site

    research and

    investigatio

    n

    Over 10 securities

    research institutes

    such as Sinolink

    Securities

    Matters including recent

    development of the

    industry and

    development trend in

    the future, production

    and operation of the

    Company, as well as

    strategic development

    8 March 2010 Shouguang,

    Shandong

    On-site

    research and

    Macquarie

    Securities

    Matters including recent

    development of the9

    investigatio

    n

    industry and

    development trend in

    the future, production

    and operation of the

    Company, as well as

    strategic development

    17 March 2010 Shouguang,

    Shandong

    On-site

    research and

    investigatio

    n

    Poyry Forest

    Industry Consulting

    Matters including recent

    development of the

    industry and

    development trend in

    the future, production

    and operation of the

    Company, as well as

    strategic development

    31 March 2010 Shouguang,

    Shandong

    On-site

    research and

    investigatio

    n

    The investment

    bank of Morgan

    Stanley

    Matters including recent

    development of the

    industry and

    development trend in

    the future, production

    and operation of the

    Company, as well as

    strategic development

    3.5.3 Explanation on other significant events

     Applicable .. Not Applicable10

    3.6 Investment in dervatives

    .. Applicable  Not Applicable

    Risk analysis of positions in derivatives

    during the reporting period and explanation

    on risk control measures (including but not

    limited to market risk, liquidity risk, credit

    risk, operation risk, legal risk etc.)

    The Company held two transactions in future

    pooling foreign exchange portfolio products

    amounting to USD150 million during the

    reporting period. The Company made

    forward exchange settlement contracts in

    China and Chenming (HK) Limited made

    forward exchange sale contracts in Hong

    Kong. The product transactions were handled

    by the Shouguang branch of China

    Construction Bank Corporation and the Hong

    Kong branch of China Construction Bank

    Corporation at the same time. The currency

    risk was jointly locked up by the Company

    and Chenming (HK) Limited. The risk in the

    products had been assessed by the related

    departments of the Company and the risk was

    under control.

    Change in market price or fair value of

    derivatives invested during the reporting

    period, where specific methods and relevant

    assumptions and parameters used shall be

    disclosed in the analysis of the fair value of

    derivatives

    Based on the exchange rate on 31 March

    2010 as confirmed by China Construction

    Bank, the Company recognized the change in

    the fair value of the derivatives in the

    reporting period. There was on change in fair

    value during the reporting period.

    Explanation on any significant changes in the

    Company’s accounting policies and specific

    accounting principles on derivatives between

    the reporting period and the last reporting

    period

    The investment in derivatives was

    subsequently measured at fair value by the

    Company. The gain or loss on change in fair

    value was recognized through profit or loss

    for the current period.11

    Specific opinions of independent directors,

    the sponsor or financial advisor on the

    investment in derivatives and risk control of

    the Company

    The future polling foreign exchange portfolio

    products held by the Company in the prior

    year subsisted during the reporting period. In

    the opinion of the Audit Committee of the

    Board and the independent Directors of the

    Company, the future pooling foreign

    exchange portfolio products of the Company

    were operated in accordance with the “Rules

    on the Administration of Financial

    Derivatives" (《關於金融衍生品管理辦

    法》) of Shenzhen Stock Exchange and in

    strict compliance with the “internal

    management policy for future pooling

    foreign exchange portfolio products" (《遠

    期結售匯內控管理制度》) established by the

    Company. The currency risk of the

    transactions was jointly locked up by the

    Company and Chenming (HK) Limited and

    the transaction risk was under control. The

    pricing of the transactions were objective and

    fair at arm’s length, thus safeguarding the

    interest of the shareholders of the Company.

    3.6.1 Positions in investment in derivatives at the end of the reporting period

    .. Applicable  Not Applicable

    Unit: RMB

    Type of contract

    Opening

    contract amount

    Closing contract

    amount

    Gain or loss in

    the reporting

    period

    Closing contract

    amount as a

    percentage of

    the net assets of

    the Company as

    at the end of the

    reporting period

    (%)

    Buy USD50.00

    million

    (328,900,000.00) (328,900,000.00) — -2.49%

    Buy USD100.00

    million

    (669,900,000.00) (669,900,000.00) — -5.06%

    Sell USD50.00

    million

    332,200,000.00 332,200,000.00 — 2.51%

    Sell USD100.00 676,400,000.00 676,400,000.00 — 5.11%12

    million

    Total 9,800,000.00 9,800,000.00 — 0.07%