SHANDONG CHENMING PAPER HOLDINGS LIMITED Annual Report 2023 March 2024 I Important Notice, Table of Contents and Definitions The board of directors (the “Board”), the supervisory committee (the “Supervisory Committee”) and the directors (the “Directors”), supervisors (the “Supervisors”) and senior management (the “Senior Management”) of the Company hereby warrant the truthfulness, accuracy and completeness of the contents of the annual report, guarantee that there are no false representations, misleading statements or material omissions contained in this annual report, and are jointly and severally responsible for the liabilities of the Company. Chen Hongguo, head of the Company, Dong Lianming, head in charge of accounting and Zhang Bo, head of the accounting department (Accounting Officer), declare that they warrant the truthfulness, accuracy and completeness of the financial report in the annual report. All Directors have attended the board meeting to review this report. Forward-looking statements such as future plans and operating targets contained in this annual report do not represent earnings forecasts of the Company nor constitute substantive commitments to investors by the Company. Investors and relevant persons shall maintain a sufficient risk awareness hereto and understand the differences among plans, forecasts and commitments. The Company is exposed to various risk factors such as macro-economic fluctuation, state policies and regulations and competition in the industry. Investor should be aware of investment risks. For further details, please refer to the risk factors likely to be faced and the measures to be taken to address them as set out in the outlook on the future development of the Company in Management Discussion and Analysis. The Company does not propose distribution of cash dividends or bonus shares, and there will be no increase of share capital from reserves. 2023 ANNUAL REPORT 1 I Important Notice, Table of Contents and Definitions Table of Contents I Important Notice, Table of Contents and Definitions ........................................................................................ 1 II Company Profile and Key Financial Indicators ................................................................................................. 6 III Chairman’s Report ............................................................................................................................................ 11 IV Management Discussion and Analysis.............................................................................................................. 12 V Directors’ Report ............................................................................................................................................... 42 VI Corporate Governance ...................................................................................................................................... 52 VII Environment and Social Responsibility ............................................................................................................. 95 VIII Material Matters ................................................................................................................................................ 104 IX Changes in Share Capital and Shareholders .................................................................................................... 139 X Preference Shares ............................................................................................................................................. 150 XI Bonds ................................................................................................................................................................ 151 XII Financial Report ................................................................................................................................................ 152 2 SHANDONG CHENMING PAPER HOLDINGS LIMITED I Important Notice, Table of Contents and Definitions Documents Available for Inspection I. The financial statements signed and sealed by the legal representative, financial representative and head of the financial department of the Company. II. The original copy of the auditor’s report which is sealed by the accounting firm and signed and sealed by the certified public accountants. III. The original copies of the documents and announcements of the Company disclosed in the designated newspaper and on the website as approved by the CSRC during the reporting period. IV. The annual report disclosed on the website of The Stock Exchange of Hong Kong Limited. V. Other related information. 2023 ANNUAL REPORT 3 I Important Notice, Table of Contents and Definitions Definitions Item Definition Company, Group, Chenming Group, Chenming means Shandong Chenming Paper Holdings Limited and its subsidiaries Paper or Chenming Paper Company Parent Company or Shouguang Headquarters means Shandong Chenming Paper Holdings Limited Chenming Holdings means Chenming Holdings Company Limited Shenzhen Stock Exchange means Shenzhen Stock Exchange Stock Exchange means The Stock Exchange of Hong Kong Limited CSRC means China Securities Regulatory Commission Shandong CSRC means Shandong branch of China Securities Regulatory Commission Zhanjiang Chenming means Zhanjiang Chenming Pulp & Paper Co., Ltd. Jiangxi Chenming means Jiangxi Chenming Paper Co., Ltd. Wuhan Chenming means Wuhan Chenming Hanyang Paper Holdings Co., Ltd. Shanghai Chenming means Shanghai Chenming Industry Co., Ltd. Huanggang Chenming means Huanggang Chenming Pulp & Paper Co., Ltd. Chenming (HK) means Chenming (HK) Limited Jilin Chenming means Jilin Chenming Paper Co., Ltd. Shouguang Meilun means Shouguang Meilun Paper Co., Ltd. Shouguang Art Paper means Shouguang Chenming Art Paper Co., Ltd. Finance Company means Shandong Chenming Group Finance Co., Ltd. 4 SHANDONG CHENMING PAPER HOLDINGS LIMITED I Important Notice, Table of Contents and Definitions Item Definition Chenming Investment means Shandong Chenming Investment Limited Chenming Leasing means Shandong Chenming Financial Leasing Co., Ltd. and its subsidiaries Chenrong Fund means Weifang Chenrong Growth Driver Replacement Equity Investment Fund Partnership (Limited Partnership) Jiangxi Port means Jiangxi Chenming Port Co., Ltd. Chongqing Trust means Chongqing International Trust Co., Ltd. Chenming Asset Management means Chenming (Qingdao) Asset Management Co., Ltd. Corporate Bonds means 18 Chenming Bond 01 Perpetual Bonds means 17 Lu Chenming MTN001 the reporting period or the year means The period from 1 January 2023 to 31 December 2023 the beginning of the year or the period means 1 January 2023 the end of the year or the period means 31 December 2023 the prior year means The period from 1 January 2022 to 31 December 2022 2023 ANNUAL REPORT 5 II Company Profile and Key Financial Indicators I. Company profile Stock abbreviation Stock code 000488 B 200488 Stock exchanges on which the shares are listed Shenzhen Stock Exchange Stock abbreviation Chenming Paper Stock code 01812 Stock exchanges on which the shares are listed The Stock Exchange of Hong Kong Limited Name in Chinese of the Company Short name in Chinese of the Company Name in English of the Company (if any) SHANDONG CHENMING PAPER HOLDINGS LIMITED Short name in English of the Company (if any) SCPH Legal representative of the Company Chen Hongguo Registered address No. 595 Shengcheng Road, Shouguang City, Shandong Province Postal code of registered address 262700 Changes of the registered address of the Company Nil Office address No.2199 Nongsheng East Road, Shouguang City, Shandong Province Postal code of office address 262705 Website of the Company http://www.chenmingpaper.com Email address chenmmingpaper@163.com II. Contact persons and contact methods Secretary to the Board Hong Kong Company Secretary Name Yuan Xikun Chu Hon Leung Correspondence Address No. 2199 Nongsheng East Road, 22nd Floor, World Wide House, Central, Shouguang City, Shandong Province Hong Kong Telephone 0536-2158008 00852-21629600 Facsimile 0536-2158977 00852-25010028 Email address chenmmingpaper@163.com liamchu@li-partners.com III. Information disclosure and places for inspection Websites of the stock exchanges where the Company Domestic: http://www.szse.cn; overseas: http://www.hkex.com.hk discloses its annual report Names and websites of the media where the Company China Securities Journal, Shanghai Securities News, Securities discloses its annual report Times, Securities Daily, Hong Kong Commercial Daily and CNINFO (http://www.cinifo.com.cn) Places for inspection of the Company’s annual report Securities investment department of the Company IV. Change in registration Organisation registration code 913700006135889860 Change of principal activities since its listing (if any) No Change of the controlling shareholder (if any) No 6 SHANDONG CHENMING PAPER HOLDINGS LIMITED II Company Profile and Key Financial Indicators V. Other relevant information CPAs engaged by the Company Name of CPAs Grant Thornton (Special General Partnership) CPAs’ Office Address Floor 11, Building No. 4, HuaChuang GuanLi Center, 219 Shunhai Road, Lixia District, Jinan Name of the Signing Certified Public Accountants Jiang Tao and Guo Dongmei Sponsors engaged by the Company to continuously perform its supervisory function during the reporting period Applicable Not applicable Financial advisors engaged by the Company to continuously perform its supervisory function during the reporting period Applicable Not applicable VI. Major accounting data and financial indicators Retrospective adjustment to or restatement of the accounting data for prior years by the Company Yes No Increase/decrease for the year as compared to the 2023 2022 prior year 2021 Revenue (RMB) 26,608,570,228.20 32,004,367,320.91 -16.86% 33,019,812,294.14 Net profit attributable to shareholders of the Company (RMB) -1,281,289,649.82 189,290,120.82 -776.89% 2,065,513,108.71 Net profit after extraordinary gains or losses attributable to shareholders of the Company (RMB) -1,942,120,184.70 -361,459,377.16 -437.30% 1,743,876,537.12 Net cash flows from operating activities (RMB) 4,389,949,308.82 3,449,824,242.37 27.25% 8,581,888,192.64 Basic earnings per share (RMB per share) -0.45 0.03 -1,600.00% 0.56 Diluted earnings per share (RMB per share) -0.45 0.03 -1,600.00% 0.56 Decreased by 8.2 Rate of return on weighted average net assets -7.65% 0.55% percentage points 9.56% Increase/decrease as at the end of the year compared to the end of the As at the end of 2023 As at the end of 2022 prior year As at the end of 2021 Total assets (RMB) 79,487,052,953.58 84,301,017,409.62 -5.71% 82,869,661,681.08 Net assets attributable to shareholders of the Company (RMB) 16,692,175,196.53 19,084,565,494.92 -12.54% 19,117,985,306.48 2023 ANNUAL REPORT 7 II Company Profile and Key Financial Indicators Data specification: When calculating financial indicators such as earnings per share and rate of return on weighted average net assets, the interest on Perpetual Bonds of RMB47,430,410.96 during the reporting period is deducted. The lower of the Company’s net profit before or after extraordinary gains or losses in the last three accounting years is negative, and the audit report for the last year shows that the Company’s ability to continue as a going concern is uncertain Yes No The lower of net profit before or after extraordinary gains or losses is negative Yes No Item 2023 2022 Remark Revenue (RMB) 26,608,570,228.20 32,004,367,320.91 Revenue from sales of Deduction to revenue (RMB) 986,216,965.96 1,030,770,460.26 materials of Revenue after deduction (RMB) 25,622,353,262.24 30,973,596,860.65 RMB900,376,053.88 and other revenue of RMB85,840,912.08. VII. Differences in accounting data under domestic and overseas accounting standards 1. Differences between the net profit and net assets disclosed in accordance with international accounting standards and China accounting standards in the financial report Applicable Not applicable There was no difference between the net profit and net assets disclosed in accordance with international accounting standards and China accounting standards in the financial report during the reporting period. 2. Differences between the net profit and net assets disclosed in accordance with overseas accounting standards and China accounting standards in the financial report Applicable Not applicable There was no difference between the net profit and net assets disclosed in accordance with overseas accounting standards and China accounting standards in the financial report during the reporting period. 8 SHANDONG CHENMING PAPER HOLDINGS LIMITED II Company Profile and Key Financial Indicators VIII. Key Financial Indicators by Quarter Unit: RMB Q1 Q2 Q3 Q4 Revenue 6,155,915,692.16 6,409,047,089.15 7,156,893,450.74 6,886,713,996.15 Net profit attributable to shareholders of the Company -275,409,967.37 -412,670,196.73 -80,213,259.42 -512,996,226.30 Net profit after extraordinary gains or losses attributable to shareholders of the Company -327,893,189.14 -483,946,028.35 -439,773,872.12 -690,507,095.09 Net cash flows from operating activities 916,852,965.06 866,234,782.53 1,858,270,213.08 748,591,348.15 Whether the above indicators or their aggregated amounts have any material difference with the respective amounts as disclosed in the quarterly report or interim report Yes No IX. Five-year financial summary under paragraph 19 of appendix D2 of the Hong Kong Listing Rules Unit: RMB’0,000 For the year ended 31 December 2023 2022 2021 2020 2019 Revenue 2,660,857 3,200,437 3,301,981 3,073,652 3,039,543 Profit before tax -170,970 18,227 230,618 217,227 204,848 Tax -38,306 -13,509 21,650 26,606 29,518 Profit for the current period attributable to shareholders of the Company -128,129 18,929 206,551 171,203 165,657 Minority interests -4,535 12,807 2,417 19,418 9,673 Basic earnings per share (RMB/share) -0.45 0.03 0.56 0.36 0.33 Rate of return on weighted average net assets (%) -7.65 0.55% 9.56% 5.84% 5.57% Unit: RMB’0,000 For the year ended 31 December 2023 2022 2021 2020 2019 Total assets 7,948,705 8,430,102 8,286,966 9,157,546 9,795,891 Total liabilities 5,838,920 6,057,276 6,029,463 6,577,519 7,161,914 Minority interests 440,568 464,369 345,705 152,329 117,003 Equity attributable to shareholders of the Company 1,669,218 1,908,457 1,911,799 2,427,697 2,516,974 Net current assets (liabilities) -2,121,186 -1,917,930 -1,766,446 -1,516,398 -774,633 Total assets less current liabilities 2,970,931 3,240,227 3,233,471 4,052,922 4,526,014 2023 ANNUAL REPORT 9 II Company Profile and Key Financial Indicators X. Items and amounts of extraordinary gains or losses Applicable Not applicable Unit: RMB Item Amount for 2023 Amount for 2022 Amount for 2021 Description Profit or loss from disposal of non-current assets (including write-off of provision for assets impairment) 431,805,592.54 161,509,859.17 162,163,302.50 Government grants (except for the government grants closely related to the normal operation of the Company, granted in accordance with an established standard and having an ongoing effect on the Company’s profit or loss in compliance with national policies and regulations) accounted for in profit or loss for the current period 117,211,489.25 314,934,315.62 261,974,874.53 Except for effective hedging business conducted in the ordinary course of business of the Company, gain or loss arising from the change in fair value of financial assets and financial liabilities held by a non-financial company, as well as gain or loss arising from disposal of its financial assets and financial liabilities 58,579,398.48 -35,178,162.53 -54,802,461.29 Reversal of provision for impairment of receivables individually tested for impairment 99,483,459.63 275,585,463.86 Profit or loss from debt restructuring 55,297,346.06 967,464.91 24,593,731.72 Profit or loss from changes in the fair value of consumable biological assets subsequently measured at fair value 6,775,808.38 9,924,233.72 -41,899.05 Other non-operating income and expenses other than the above items -11,642,079.10 -37,391,130.09 -15,461,704.28 Less: Effect of income tax 89,176,973.22 137,333,913.66 60,135,956.19 Effect of minority interests (after tax) 7,503,507.14 2,268,633.02 -3,346,683.65 Total 660,830,534.88 550,749,497.98 321,636,571.59 Details of other gain or loss items that fall within the definition of extraordinary gain or loss: Applicable Not applicable The Company did not have details of other gain or loss items that fall within the definition of extraordinary gain or loss. Explanation on the extraordinary gain or loss items as illustrated in the Explanatory Announcement on Information Disclosure for Companies Offering Their Securities to the Public No.1 – Extraordinary Gains or Losses defined as its recurring gain or loss items Applicable Not applicable Item Amount involved (RMB) Reason Other income 52,766,790.28 Government grants related to assets and closely related to the normal operation of the Company as extraordinary gain or loss due to the inclusion of their subsequent amortisation in other income and their ongoing effect on the Company’s profit or loss 10 SHANDONG CHENMING PAPER HOLDINGS LIMITED III Chairman’s Report Dear shareholders, The 2023 financial year has passed. On behalf of the Board of Directors, I would like to report to you what we have done, what we have encountered and what we look forward to in the future. Tortuous road but improving momentum In 2023, the global economic recovery was bumpy, and the pandemic, geopolitics and hyperinflation had aggravated the market uncertainty. Under the conflict, the major economies showed clear differentiated trends, and economic development faced many challenges. The world is an organic whole. Every internal and external policy adjustment, the changes of the regional situation and the inflation fluctuation affect the companies as market micro-subjects. Each company as a market micro-subject is constantly enduring and trying to adapt to the changing market environment. In 2023, papermaking enterprises suffered from both the high upstream cost squeeze and the weak downstream demand. Facing the unprecedented complex situation, the Company further consolidated its self-pulping supply advantage, retained existing customers while developed new customers, improved its product system and optimised its product structure, and explored overseas markets and expanded sales coverage. Although the Company incurred a loss, it had a solid foundation and its development momentum was improving. Confident about forging ahead In recent years, the Company has followed the policy and market trend, eliminated a number of backward production capacities, built multiple new large-scale pulp and paper production lines, and gradually established a circular development model. Relying on the market and targeting the demand, the Company has taken initial shape in the “pulp-paper integration” layout linking northern and southern China. The Company has divested and reduced non-principal activities, and focused on the pulp and paper industry. For example, the relocation of Wuhan Chenming has been completed. The Company has transferred its equity interest in Goldtrust Futures, and reduced the financial leasing business size by more than RMB20 billion compared with the peak level. The Company has introduced high quality strategic investors such as CCB Investment, Chuanfa Investment, BOCOM Investment and Xiamen International Trade to optimise its capital structure. In addition, with a foreign trade recovery, the Company has reached strategic cooperation with major clients from Korea, Sweden and other countries to further expand overseas markets. Innovation is the source of corporate development, and we never stop innovation. In 2023, the Company applied for 33 patents and obtained 42 authorised patents, which laid the foundation for its long-term development. Keeping working for a promising future Despite many uncertainties, China’s economy has not changed its upside trend, and its belief to make the real economy bigger and stronger never changes. I believe that as long as we keep working and make progress, we will have a promising road ahead. In the future, Chenming will further focus on its major operation of pulp and paper making, put greater efforts in the disposal of assets in non-major operations, enhance asset utilisation efficiency, consolidate its supply chain advantages, research and develop new products, develop new customers, scientifically manage operating costs, and continue to strengthen the profitability of the Company. On behalf of the Board of the Company, I would like to hereby express my sincere respect to the Company’s partners, suppliers, customers and all shareholders, and my heartfelt thanks to the departments at all levels and all employees of the Company! Chen Hongguo Chairman 28 March 2024 2023 ANNUAL REPORT 11 IV Management Discussion and Analysis I. Industry Situation of the Company during the Reporting Period The industry in which the Company operates is paper making and paper product industry. As an important basic raw material industry, the paper industry plays an important role in various fields of the national economy. After nearly 30 years of accelerated progress, China’s paper industry has made remarkable results and achieved landmark development, but is also facing new challenges in its new journey. During the reporting period, the overall profitability of the paper industry improved but its momentum was slightly weaker due to the sluggish downstream demand, raw material price fluctuation, increased supply and other factors. According to the data of the Ministry of Industry and Information Technology, from January to December 2023, revenue of papermaking and paper product enterprises above designated size was RMB1,392.6 billion, down 2.4% year on year; their operating costs were RMB1,222.8 billion, down 3.1% year on year; and their total profit was RMB50.84 billion, up 4.4% year on year On the supply side, the domestic and overseas supply growth had a great effect on paper price fluctuation. Domestically, new paper production capacity in China had been drastically high in the past two years. Overseas, the import volume of machine-made paper and paperboard increased year on year as a result of the “zero tariff” policy. The domestic and overseas factors boosted the machine-made paper supply. According to the data of the National Bureau of Statistics, the national output of machine-made paper and paperboard was 144,055,300 tonnes from January to December, 2023, which exceeded the 140 million tonnes mark for the first time and reached a record high. During the reporting period, the prices of cultural paper and white cardboard prices were mixed. In terms of price, the white cardboard price rebounded slightly in October and November, and showed an overall fluctuating downward trend. The cultural paper price had a “V”-shaped trend that fluctuated downward in the first half of the year and floated upward in the second half. In terms of cost, the paper raw material prices and energy prices had fluctuated downward since 2023. However, due to a higher price base and the cost transmission delay, the paper enterprise production cost was still at a high level in 2023. Coupled with the weak product demand, enterprises faced a greater pressure to realise profit. In the short term, the paper product prices still face some upside resistance under the sufficient supply. However, the fierce competition will prompt leading enterprises to exploit the scale and cost advantages, and will facilitate the liquidation of small and medium-sized enterprises to improve the industry operational efficiency, thus further enhancing the industry concentration. In the long run, China’s paper industry concentration is still at a low level. The data shows that the CR10 in China’s paper industry remained at about 45% in 2022, compared with about 90% for the CR10 in the United States, which means much room for improvement. 12 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis II. Principal activity of the Company during the Reporting Period The Company is a large modern conglomerate principally engaged in pulp production and paper making and committed itself to implementing a pulp and paper integration strategy. At present, the Company has production bases in Shandong, Guangdong, Hubei, Jiangxi, Jilin and other places, with annual pulp and paper production capacity of 11 million tonnes, including pulp production capacity of 4.3 million tonnes. It is the first domestic paper making enterprise that achieves a balance between pulp production and paper making capacity in general. During the reporting period, the Company realised revenue of RMB26,609 million. The machine-made paper business is the major source of revenue of the Company. There was no significant change in the principal activity and the business model of the Company. 1. Products As a leading player in the domestic paper making industry in China, the Company attaches great importance to technology research and development and brand benefits. The Company has research institutions such as a national enterprise technology centre, a post-doctoral working station, a collaborative innovation center for cleaner production and refinery of light industry bio-based products, the Shandong Pulp and Paper Making Engineering Lab and the Guangdong Pulp and Paper Production Technology Research Centre. It has introduced internationally advanced pulp and paper production technologies and equipment for the production of machine-made paper products covering more than 200 types in seven series, including culture paper, coated paper, white cardboard, copy paper, industrial paper, special paper, and household paper. The Company owns “CHENMING CLOUDY MIRROR”, “CHENMING CLOUDLY LION”, “CHENMING SNOW SHARK”, “CHENMING EAGLE”, “CHENMING GONGHAO”, “XINGZHILIAN” and other famous brands, with each major product ranking among the highest in terms of market share in China. It is the enterprise with the largest variety of products and the most complete products in the domestic paper making industry. During the reporting period, the 70g and 80g CLOUDY MIRROR, and CLOUDY LEOPARD electrostatic copy paper of the Company were successfully selected as the 2023 “Made in Shandong Qilu Premium Products”. The “embossed premium napkin” and the “high grade coated paper surface enhancement technology development” were awarded 2023 Shandong Province Technology Innovation Awards. As one of the brands which were selected as the first 223 “Shandong’s Good Product” brands, the Company was awarded the “Shandong’s Good Product” logo authorisation. Customers recognised the product quality of the Company. The Company built up strategic cooperation relationship with famous companies such as Daehan Paper, CellMark AB in Sweden, and Deli Group. 2023 ANNUAL REPORT 13 IV Management Discussion and Analysis II. Principal activity of the Company during the Reporting Period (Continued) 1. Products (Continued) Category Major brands and types Major manufacturing companies Range of application Culture paper series 1. “BIYUNTIAN”, “CLOUDY MIRROR”, “CLOUDY Shouguang Headquarters Printing publications, textbooks, magazines, covers, illustrations, LEOPARD” and “YUNJIN” all-wood pulp offset paper Shouguang Meilun notebooks, test papers, teaching materials, reference books, etc. and electrostatic base paper Zhanjiang Chenming 2. “CLOUDY LION” and “CLOUDY CRANE” original white Jiangxi Chenming offset paper Jilin Chenming 3. “CLOUDY PINE” and “GREEN PINE” light weight paper 4. Blueprint paper, colour offset paper, pure texture paper, non-fluorescent offset paper, PE offset paper 5. Beige and high white book paper 6. Light weight coated paper Coated paper series 1. “SNOW SHARK” and “EAGLE” one-sided coated paper Shouguang Headquarters Double-sided coated paper is suitable for high quality printing, such 2. “SNOW SHARK”, “EAGLE” and “RABBIT” double-sided Shouguang Meilun as high-grade picture albums, picture, magazines and so on, coated paper promotional materials such as interior pages of high-end books, 3. “EAGLE” and “RABBIT” matte coated paper wall calendars, posters and so on, and suitable for suitable for high-speed sheet printing and high-speed rotary printing; One-sided coated paper is suitable for upscale tobacco package paper, adhesive sticker, shopping bags, slipcases, envelopes, gift wrapping and so on, and suitable for large format printing and commercial printing. White cardboard series 1. White cardboard of “LIYA” series, white cardboard Shouguang Headquarters High-end gift boxes, cosmetics boxes, tags, shopping bags, publicity and ivory cardboard of “LIPIN” and “POPLAR” series, Jiangxi Chenming pamphlets, high-end postcards; cigarette package printing of high bulk cardboard and ivory cardboard of “LIZZY” Zhanjiang Chenming medium and high quality; milk package, beverage package, and “BAIYU” series, and super high bulk cardboard of disposable paper cups, milk tea cups, and noodle bowls. “LIYING” and “BAIYU” series 2. Food package board of “LIYA” and “LIZZY” series 3. Coated cattle card and LIYA book card 4. Playcard paper board 5. Chenming cigarette cardboard Copy paper series “GOLDEN MINGYANG” and “GOLDEN CHENMING” Shouguang Headquarters Printing and copying business documents, training materials, and copy paper, “BOYA” and “BIYUNTIAN” copy paper, Shouguang Meilun writing. “MINGYANG”, “LUCKY CLOUDS”, “BOYANG” and Zhanjiang Chenming “SHANYIN” copy paper, and “GONGHAO” and “TIANJIAN” copy paper Industrial paper series High-grade yellow anti-sticking base paper, ordinary yellow/ Shouguang Headquarters Anti-stick base paper is mainly used for producing the paper base of white anti-sticking base paper and PE paper Jiangxi Chenming stripping paper or anti-sticking base paper; Zhanjiang Chenming Cast coated base paper is suitable for producing adhesive paper or playcard compound paper after coating. Special paper series Thermal paper and glassine paper Shouguang Art Paper High-grade adhesive backing paper for electronics, medicine, food, washing supplies, supermarket labels, double-sided tapes, etc. Household paper series Toilet paper, facial tissue, pocket tissue, napkin, paper Shouguang Meilun Daily toilet supplies; used in restaurants and other catering industries, towels and “XINGZHILIAN” and used in public toilets in hotels, guesthouses, and office buildings, and also suitable for home and other environment. 14 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis II. Principal activity of the Company during the Reporting Period (Continued) 2. Operation model (1) Purchase model The Company has established a supply chain management centre which adopts a supply chain management model of “centralised procurement by the Group, source as the first priority, hierarchical separation and one- vote veto”. Through continuous improvement of the procurement information system, the Company has fully realised machine control management, and optimised the authorisation approval process, effectively standardising the procurement management system. Based on the needs of production bases, the Group integrates the resources of related parties and implements centralised procurement. The Company seeks sources and high-quality suppliers through industry exhibitions, on-site inspections and competitive factory research to strengthen procurement at source and reduce procurement costs; and introduces a supplier competition mechanism by establishing a three-level joint review mechanism for suppliers and implementing a system of eliminating substandard suppliers, so as to improve supply quality. Meanwhile, the Company actively cooperates with financial institutions and third parties in the supply chain financial business, and fully utilises the funds from contributing parties to lower procurement costs, deepen strategic cooperation and enhance supply chain competitiveness. (2) Production model The Company has committed itself to implementing a pulp and paper integration strategy. Adhering to the concept of “placing green development and environmental protection as its priority”, the Company has actively promoted clean production and vigorously carried out energy conservation and emission reduction, aiming to be a resource-saving and environmentally friendly model enterprise. It is innovating an integrated use of resources and a circular industrial development mode, and an “ecological chain” featuring resources, products and recycled resources has been established. As for production process, the Company takes planned management as the focus and implements a hierarchical planned management model for the Group, the Company, factories and workshops. Its production volume is determined based on the sales, its production is arranged scientifically, and its inventories are under strict control. The Group has set up a production scheduling centre to monitor the operation of the production lines of each subsidiary around the clock on a real-time basis, so as to ensure normal production. It has actively built and promoted the MES management system, and realised the timely information transfer between the management and the production control unit through bridging the gap between the ERP and DCS systems. (3) Marketing model The Company has always adhered to the marketing concept of “Good faith, Win-Win and Sharing” while wholeheartedly serving its customers. The Company has a relatively mature sales network, and has set up specialised sales companies responsible for the development of domestic and overseas markets, product sales, and formulation of sales policies. The sales companies’ management systems are divided into product lines, product companies, management areas, and branches to achieve matrix management. The sales companies are divided into product companies of culture paper series, coated paper series, white cardboard series, electrostatic paper series, special paper series and household paper series according to product line. Each product company has its administrative district. A regional general manager is responsible for his/her administrative district, under which branch companies are set up. The chief representatives of the branch companies have full authority to deal with branch business. 2023 ANNUAL REPORT 15 IV Management Discussion and Analysis II. Principal activity of the Company during the Reporting Period (Continued) 2. Operation model (Continued) (3) Marketing model (Continued) The Company has implemented a three-level scheduling mechanism. Branch companies, administrative districts, and sales companies schedule task indicators daily to ensure the effective implementation of the plans. It sticks to a “four-level visit mechanism” to gain deep market insights and meet customer needs. Meanwhile, by leveraging its comprehensive information systems, the Company has realised It-based management. It has also established and improved the complaint handling system and customer satisfaction system to enhance the Company’s marketing management level. (4) R&D Mode The Company is market-oriented, and innovation is it driving force. It highly values technological R&D, and has formed a variety of R&D modes such as independent R&D, technology introduction, and industry university research cooperation. At present, the Company has a number of domestically leading innovative R&D platforms, including a national enterprise technology centre, a post-doctoral working station, a collaborative innovation center for cleaner production and refinery of light industry bio-based products, Shandong Pulp and Paper Making Engineering Lab and the Guangdong Pulp and Paper Production Technology Research Centre, which have enhanced its independent innovation capabilities. Meanwhile, on the basis of introducing internationally advanced pulp and paper production lines and advanced technologies, the Company has made technological improvements and re-innovations, and established new standards for processes and product quality, forming distinctive core technologies. The Company also works hard on the following aspects: carrying out academic research with colleges and universities and R&D institutions such as Qilu University of Technology, Qingdao University of Science and Technology, Tianjin University of Science and Technology, and Institute of Chemical Industry of Forest Products of the Chinese Academy of Forestry, introducing, digesting and absorbing scientific research and innovation achievements, accelerating the industrialisation of new and high technologies, optimising product mix, and improving the competitiveness of its products in the market. III. Analysis of Core Competitiveness After innovation and development for more than 60 years, the Company has created a strong brand influence and cultivated a solid comprehensive competitiveness. It promotes product upgrades, enhances R&D strength and improves core competitiveness by creating competitive advantages in industry chain featured with pulp and paper integration. The core competitiveness of the Company did not underwent major changes during the reporting period. The details of the core competitiveness of the Company are as follows: 1. Advantages of pulp and paper integration The Company has unwaveringly implemented a pulp and paper integration strategy. At present, its major production bases located in Shouguang, Zhanjiang, and Huanggang are equipped with chemical pulp production lines, with total production capacity of wood pulp reaching 4.30 million tonnes. It is the first modern large-scale paper making company that basically realises wood pulp self-sufficiency in China. A complete supply chain not only creates cost advantage for the Company, but also safeguards the safety, stability and quality of upstream raw materials, and renders strong support for the Company to maintain its long-term competitiveness. 2. Scale advantages The paper making industry is a typical capital-intensive and technology-intensive industry that follows the laws of economies of scale. The Company is a leading player in the paper making industry in China. Its large-scale production bases can be found in the major markets in Southern, Central, Northern, and Northeast China, with annual pulp and paper production capacity reaching 11 million tonnes, where reasonable production scale creates the marginal cost advantage. Meanwhile, by leveraging the scale advantages, the Company has built an international logistics centre and railway dedicated lines and docks, and constructed a comprehensive logistics service platform covering container shipping, bonded warehousing, transfer and storage at stations and terminals, realising the improvement of logistics efficiency and the stability of logistics costs. 16 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis III. Analysis of Core Competitiveness (Continued) 3. Product advantages The Company is an enterprise that offers the widest and the most complete product range in the paper making industry in China. The product series include culture paper, white cardboard, coated paper, copy paper, household paper, thermal paper, etc., with each major product ranking among the best in terms of market share. The Company has attached great importance to technology research and development. By introducing the most advanced pulping and paper making technology and equipment in the world, it persists in technological innovation and work process optimisation, so as to help improve product quality and structure upgrade, continuously improve the brand value of Chenming, and enhance brand benefits. 4. Industry layout advantages Closely centring on the pulp and paper integration strategy, the Company has integrated resources and established its production bases in the core target market to promote the coordinated development of all regions. Currently, the Company adopts the market-oriented approach and has production bases in Shandong, Guangdong, Hubei, Jiangxi, Jilin and other places. With all products sold at close distances, the Company substantially reduces transportation costs while improving service efficiency, achieving a “win-win” between the Company and its users. 5. Advantages in technical equipment The Company highly values the introduction and upgrades of technical equipment, actively push equipment and technology upgrade forward and boasts the largest and most advanced pulping and paper making production line in the world. The Company’s major production equipment has been imported from internationally renowned manufacturers, including Metso and Valmet of Finland, Voith of Germany, Andritz of Austria, etc. and reached the advanced international level, thus ensuring production efficiency and product quality. 6. Advantages in research and innovation The Company has scientific research institutions including a national enterprise technology centre, a post-doctoral working station, and a collaborative innovation center for cleaner production and refinery of light industry bio-based products. At the same time, the Company actively carries out in-depth industry-university-research cooperation with prestigious domestic universities and research institutes, continuously improves technical innovation capabilities and scientific research and development levels, and develops a series of new products with high technology contents and high added value as well as proprietary technologies. The Company and its subsidiaries Zhanjiang Chenming, Shouguang Meilun, Jiangxi Chenming, Jilin Chenming and Huanggang Chenming are high and new technology enterprises. As at the end of the reporting period, the Company had obtained over 400 national patents, including 41 invention patents, 7 national new products, 16 scientific and technological progress awards above the provincial level, 5 national scientific and technological projects and 75 provincial technological innovation projects. The Company took the lead in obtaining the ISO9001 quality system certification, the ISO14001 environmental protection system certification and the FSC-COC international forest system certification among domestic peers. 7. Team management advantages The Company possesses a complete and reasonable talent structure consisting of experienced personnel, including high-end talents specialising in production, technology, sales, finance, laws, etc. In the course of business operations, the stable core team has developed a corporate culture that ties in with the Company’s development, summarised management experience with industry characteristics, and formed a team advantage integrating management and culture, allowing it to accurately grasp the industry development trend. At the same time, the Company has paid attention to the construction of a talent reserve and cultivation mechanism. With advanced business concepts and enormous development space, the Company has attracted an array of high-calibre professionals and improved the level of human capital construction, providing solid guarantee for the Company’s long-term sustainable development. 2023 ANNUAL REPORT 17 IV Management Discussion and Analysis III. Analysis of Core Competitiveness (Continued) 8. Advantages in environmental governance capacity The Company has actively upheld the concept of “lucid waters and lush mountains are invaluable assets”, adhered to the development idea of “placing green development and environmental protection as its priority”, always regarded environmental protection as the “life project”, clung to the green development model of clean production and resource recycling, and earnestly shouldered the corporate responsibility for environmental protection. In recent years, the Company and its subsidiaries have invested more than RMB8 billion in total in environmental protection, and have constructed the pollution treatment facilities including the alkali recovery system, reclaimed water treatment system, reclaimed water reuse system, white water recovery system and black liquor comprehensive utilisation system. The environmental protection indicators rank high in China and in the world. At present, the Company adopts the world’s most advanced “ultrafiltration membrane + reverse osmosis membrane” technology to complete the reclaimed water recycling membrane treatment project, which is the largest reclaimed water reuse project in the domestic paper industry. The reclaimed water recycle rate attains the industry-leading level. The reclaimed water quality meets drinking water standards, which can save hundreds of thousands cubic metres of fresh water every day. Meanwhile, in response to the “dual carbon” policy, the Company actively introduces photovoltaic power generation and biomass power generation, continuously optimises the energy structure and improves the level of low-carbon production. IV. Analysis of principal operations 1. Overview During the reporting period, the sales volume of the Company’s machine-made paper decreased year on year due to the weak downstream demand in the paper industry. At the same time, the prices of machine-made paper, especially that of white cardboard, fell sharply year on year due to the concentration of new production capacity. The prices of raw materials such as wood chips, raw coal and chemicals were still running at a high level, which seriously squeezed the Company’s profitability. In 2023, the Company completed machine-made paper output of 4.78 million tonnes and sales volume of 4.74 million tonnes, realised revenue of RMB26,609 million, and net profit attributable to owners of the Company of RMB-1,281 million. As a typical pro-cyclical industry, the paper industry has a positive correlation with the macroeconomic trend. At present, China economy is in a good development trend. With the continuous national macroeconomic policy efforts, the paper industry downstream demand will gradually pick up, the short-term supply and demand imbalance will be alleviated, and the industry prosperity is expected to improve. Meanwhile, the Company will actively improve quality and efficiency by adjusting product structure, expanding exports, improving production efficiency, controlling production costs and disposing of non-principal activities, so as to further improve the Company’s profitability. 18 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis IV. Analysis of principal operations (Continued) 2. Revenue and cost (1) Components of revenue Unit: RMB 2023 2022 Amount % of revenue Amount % of revenue Increase/decrease Total revenue 26,608,570,228.20 100% 32,004,367,320.91 100% -16.86% By industry Machine-made paper 23,892,883,773.10 89.79% 28,398,850,766.51 88.73% -15.87% Chemical pulp 551,886,319.48 2.07% 1,043,284,411.27 3.26% -47.10% Electricity and steam 223,450,300.54 0.84% 288,447,315.51 0.90% -22.53% Construction materials 222,788,884.78 0.84% 265,496,913.56 0.83% -16.09% Hotel and property rentals 212,364,573.64 0.80% 238,020,274.82 0.74% -10.78% Mould processing 204,029,538.47 0.77% 308,596,084.40 0.96% -33.88% Chemicals 128,495,469.03 0.48% 169,232,476.00 0.53% -24.07% Others 1,172,671,369.16 4.41% 1,292,439,078.84 4.04% -9.27% By product Duplex press paper 7,702,426,452.75 28.95% 8,449,759,248.92 26.40% -8.84% White cardboard 5,477,558,929.56 20.59% 9,061,724,789.41 28.31% -39.55% Electrostatic paper 4,005,559,008.36 15.05% 4,077,351,284.38 12.74% -1.76% Coated paper 3,925,663,395.23 14.75% 4,149,820,827.47 12.97% -5.40% Anti-sticking raw paper 1,127,626,969.18 4.24% 973,542,096.46 3.04% 15.83% Thermal paper 553,666,757.69 2.08% 582,687,847.45 1.82% -4.98% Other machine-made paper 1,100,382,260.33 4.14% 1,103,964,672.42 3.45% -0.32% Chemical pulp 551,886,319.48 2.07% 1,043,284,411.27 3.26% -47.10% Electricity and steam 223,450,300.54 0.84% 288,447,315.51 0.90% -22.53% Construction materials 222,788,884.78 0.84% 265,496,913.56 0.83% -16.09% Hotel and property rentals 212,364,573.64 0.80% 238,020,274.82 0.74% -10.78% Mould processing 204,029,538.47 0.77% 308,596,084.40 0.96% -33.88% Chemicals 128,495,469.03 0.48% 169,232,476.00 0.53% -24.07% Others 1,172,671,369.16 4.41% 1,292,439,078.84 4.04% -9.27% By geographical segment Mainland China 20,082,348,032.36 75.47% 23,860,251,349.91 74.55% -15.83% Other countries and regions 6,526,222,195.84 24.53% 8,144,115,971.00 25.45% -19.87% By sales mode Distribution 18,126,061,624.64 68.12% 20,430,260,632.51 63.84% -11.28% Direct sales 8,482,508,603.56 31.88% 11,574,106,688.40 36.16% -26.71% 2023 ANNUAL REPORT 19 IV Management Discussion and Analysis IV. Analysis of principal operations (Continued) 2. Revenue and cost (Continued) (2) Industries, products, regions and sales model accounting for over 10% of revenue or operating profit of the Company Applicable Not applicable Unit: RMB Increase/ Increase/ Increase/ decrease of decrease of decrease of operating gross profit revenue as costs as margin as compared compared compared to the to the to the corresponding corresponding corresponding Gross profit period of the period of the period of the Revenue Operating costs margin prior year prior year prior year By industry Machine-made paper 23,892,883,773.10 22,038,839,089.61 7.76% -15.87% -9.85% -6.15% By product Duplex press paper 7,702,426,452.75 6,929,011,543.24 10.04% -8.84% -6.46% -2.29% White cardboard 5,477,558,929.56 5,673,086,405.12 -3.57% -39.55% -27.52% -17.20% Electrostatic paper 4,005,559,008.36 3,410,527,141.51 14.86% -1.76% -2.48% 0.63% Coated paper 3,925,663,395.23 3,389,639,629.49 13.65% -5.40% -1.97% -3.03% By geographical segment Mainland China 20,082,348,032.36 18,322,497,941.41 8.76% -15.83% -9.65% -6.24% Other countries and regions 6,526,222,195.84 6,122,988,358.52 6.18% -19.87% -13.68% -6.72% By sales mode Distribution 18,126,061,624.64 16,782,843,186.05 7.41% -11.28% -4.69% -6.40% Direct sales 8,482,508,603.56 7,662,643,113.88 9.67% -26.71% -21.53% -5.96% Under the circumstances that the statistics specification for the Company’s principal operations data experienced adjustment in the reporting period, the principal activity data upon adjustment of the statistics specification as at the end of the reporting period in the latest year Applicable Not applicable 20 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis IV. Analysis of principal operations (Continued) 2. Revenue and cost (Continued) (3) Whether revenue from sales in kind is higher than revenue from services Yes No Increase/ By industry Item Unit 2023 2022 decrease Machine-made paper Sales ’0,000 tonnes 474 515 -7.96% Production output ’0,000 tonnes 478 502 -4.79% Inventories ’0,000 tonnes 36 32 12.50% Explanation on why the related data varied by more than 30% Applicable Not applicable (4) Performance of material sales contracts and material procurement contracts of the Company during the reporting period Applicable Not applicable 2023 ANNUAL REPORT 21 IV Management Discussion and Analysis IV. Analysis of principal operations (Continued) 2. Revenue and cost (Continued) (5) Composition of operating costs By industry Unit: RMB 2023 2022 % of % of operating operating Increase/ By industry Item Amount costs Amount costs decrease Machine-made paper Raw materials 12,570,191,697.45 57.04% 13,880,562,601.16 56.78% -9.44% Energy and power 3,035,894,899.73 13.78% 3,551,871,417.54 14.53% -14.53% Chemicals 2,971,091,082.48 13.48% 3,219,278,883.07 13.17% -7.71% Depreciation 974,858,417.49 4.42% 1,015,882,589.52 4.16% -4.04% Freight 879,576,446.70 3.99% 991,532,365.83 4.06% -11.29% Labour costs 273,486,536.00 1.24% 300,586,979.17 1.23% -9.02% Other production costs 1,333,740,009.76 6.05% 1,488,310,143.03 6.09% -10.39% Subtotal 22,038,839,089.61 100.00% 24,448,024,979.32 100.00% -9.85% Chemical pulp Raw materials 326,385,778.01 59.41% 483,207,371.49 59.18% -32.45% Energy and power 78,827,192.35 14.35% 123,647,038.01 15.14% -36.25% Chemicals 77,144,557.36 14.04% 112,068,893.16 13.72% -31.16% Accumulated depreciation 25,312,257.02 4.61% 35,364,701.70 4.33% -28.43% Labour costs 7,101,094.24 1.29% 10,463,973.85 1.28% -32.14% Other production costs 34,630,638.99 6.30% 51,810,755.29 6.34% -33.16% Subtotal 549,401,517.97 100.00% 816,562,733.50 100.00% -32.72% Electricity and heat Raw materials 161,991,982.35 76.38% 214,274,012.48 79.34% -24.40% Depreciation 16,818,943.23 7.93% 26,624,446.17 9.86% -36.83% Labour costs 7,859,289.01 3.71% 8,596,817.64 3.18% -8.58% Energy and power 4,983,704.94 2.35% 6,245,631.23 2.31% -20.20% Chemicals 387,301.28 0.18% 470,492.88 0.17% -17.68% Other production costs 20,048,349.41 9.45% 13,862,506.91 5.13% 44.62% Subtotal 212,089,570.22 100.00% 270,073,907.31 100.00% -21.47% Construction materials Raw materials 161,288,633.91 74.50% 158,431,654.76 69.34% 1.80% Energy and power 20,858,840.97 9.64% 22,399,396.93 9.80% -6.88% Freight 5,718,100.50 2.64% 16,755,150.18 7.33% -65.87% Labour costs 7,205,420.78 3.33% 8,353,153.12 3.66% -13.74% Depreciation 5,941,206.01 2.74% 6,753,081.28 2.96% -12.02% Other production costs 15,469,301.87 7.15% 15,800,412.81 6.92% -2.10% Subtotal 216,481,504.04 100.00% 228,492,849.08 100.00% -5.26% 22 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis IV. Analysis of principal operations (Continued) 2. Revenue and cost (Continued) (6) Change of scope of consolidation during the reporting period Yes No During the year, 1 subsidiary was newly established, namely Shouguang Kunhe Trading Co., Ltd. 1 subsidiary was deregistered, namely Beijing Chenming Financial Leasing Co., Ltd. 2 subsidiaries were disposed of partial equity interest, namely Wuhan Chenming Hanyang Paper Holdings Co., Ltd. and Wuhan Chenming Qianneng Electric Power Co., Ltd. 1 subsidiary was merged and acquired, namely Jiangxi Chenming Port Co., Ltd. (7) Significant change in or adjustment of the businesses, products or services of the Company during the reporting period Applicable Not applicable (8) Sales to major customers and major suppliers Sales to major customers of the Company Total sales to top 5 customers (RMB) 5,966,203,769.14 Total sales to top 5 customers as a percentage of the total sales for the year 22.42% Sales to top 5 customers who are related parties as a percentage of the total sales for the year 0.00% Information on top 5 customers of the Company As a percentage of the No. Name of customer Sales (RMB) total sales for the year (%) 1 Customer A 2,246,619,932.87 8.44% 2 Customer B 1,223,279,810.02 4.60% 3 Customer C 1,013,493,101.24 3.81% 4 Customer D 854,121,755.87 3.21% 5 Customer E 628,689,169.14 2.36% Total 5,966,203,769.14 22.42% Other explanation of the major customers Applicable Not applicable 2023 ANNUAL REPORT 23 IV Management Discussion and Analysis IV. Analysis of principal operations (Continued) 2. Revenue and cost (Continued) (8) Sales to major customers and major suppliers (Continued) Major suppliers of the Company Total purchases from top 5 suppliers (RMB) 5,966,203,769.14 Total purchases from top 5 suppliers as a percentage of the total purchases for the year 22.33% Total purchases from top 5 suppliers who are related parties as a percentage of the total purchases for the year 0.00% Information on top 5 suppliers of the Company As a percentage of the total No. Name of supplier Purchases (RMB) purchases for the year (%) 1 Supplier A 2,489,770,843.69 10.18% 2 Supplier B 1,137,232,840.66 4.65% 3 Supplier C 655,558,321.92 2.68% 4 Supplier D 609,513,026.78 2.49% 5 Supplier E 566,015,190.95 2.32% Total 5,458,090,224.00 22.33% Other explanation of the major suppliers Applicable Not applicable 3. Expenses Unit: RMB Increase/ 2023 2022 decrease Reasons for material changes Selling and distribution expenses 230,999,637.43 242,181,274.09 -4.62% Wages or salaries of sales personnel decreased year on year during the reporting period. General and administrative expenses 690,319,782.01 750,546,703.34 -8.02% Reversal of expenses recognised in prior period as the remaining restricted shares unable to meet the unlocking conditions during the reporting period. Finance expenses 2,009,666,708.14 2,146,556,149.06 -6.38% Interest expenses of the Company decreased year on year during the reporting period. 24 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis IV. Analysis of principal operations (Continued) 4. Research and development expenditure Applicable Not applicable Objectives to be Expected impact on the future Name of major R&D project Project purpose Project progress Achieved development of the Company Technological development of white Enhancing product Trial production To become Improving customer satisfaction with cardboard for handbags functionality or improving stage domestically products and increasing market performance leading share. Non-fluorescent white cardboard Enhancing product Small testing stage To become Improving customer satisfaction with technology development functionality or improving domestically products and increasing market performance leading share. Thermal paper colour sensitivity key Enhancing product Pilot testing stage To become Improving customer satisfaction with technology development functionality or improving domestically products and increasing market performance leading share. High bonding coating formulation Enhancing product Trial production To become Improving customer satisfaction with technology research and development functionality or improving stage domestically products and increasing market performance leading share. Culture paper wet part filling new Enhancing product Trial production To become Improving customer satisfaction with technology development functionality or improving stage domestically products and increasing market performance leading share. Research on low-temperature cooking Reducing energy Pilot testing stage To become Improving product quality, lowering technology for sulfate pulping consumption or domestically production costs and improving improving energy leading the Company’s economic efficiency benefits. Research on deep delignification Saving raw materials Pilot testing stage To become Improving product quality, lowering technology for broadleaf wood sulfate domestically production costs and improving pulping leading the Company’s economic benefits. 2023 ANNUAL REPORT 25 IV Management Discussion and Analysis IV. Analysis of principal operations (Continued) 4. Research and development expenditure (Continued) R&D personnel of the Company Percentage 2023 2022 of change R&D headcount 1,502 1,370 9.64% Ratio of R&D personnel 14.16% 12.62% 1.54% Academic background of R&D personnel Bachelor’s degree 154 135 14.07% Master’s degree 3 3 0.00% Age composition of R&D personnel Under 30 319 305 4.59% 30~40 years old 853 717 18.97% R&D expenditure of the Company Percentage 2023 2022 of change R&D expenditure (RMB) 1,164,419,698.13 1,290,281,540.10 -9.75% R&D expenditure to revenue 4.38% 4.03% 0.35% Amount of R&D expenditure capitalised (RMB) 0.00 0.00 0.00 Capitalised R&D expenditure to R&D expenditure 0.00% 0.00% 0.00% Reasons for and effects of significant changes in the composition of the Company’s R&D personnel Applicable Not applicable Reasons for significant change in total R&D expenditure to revenue Applicable Not applicable Reasons for and reasonableness of the significant change of the capitalisation rate of R&D expenditure Applicable Not applicable 26 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis IV. Analysis of principal operations (Continued) 5. Cash flows Unit: RMB Increase/ Item 2023 2022 decrease Subtotal of cash inflows from operating activities 29,165,118,764.19 36,218,528,896.13 -19.47% Subtotal of cash outflows from operating activities 24,775,169,455.37 32,768,704,653.76 -24.39% Net cash flows from operating activities 4,389,949,308.82 3,449,824,242.37 27.25% Subtotal of cash inflows from investing activities 377,601,853.11 271,463,678.75 39.10% Subtotal of cash outflows from investing activities 319,310,876.89 2,716,434,567.72 -88.25% Net cash flows from investing activities 58,290,976.22 -2,444,970,888.97 102.38% Subtotal of cash inflows from financing activities 35,277,274,955.07 37,596,224,354.35 -6.17% Subtotal of cash outflows from financing activities 41,061,017,053.99 39,577,284,434.80 3.75% Net cash flows from financing activities -5,783,742,098.92 -1,981,060,080.45 -191.95% Net increase in cash and cash equivalents -1,395,226,406.90 -1,009,455,697.51 -38.22% Explanation on main effects of material changes in relevant data year on year Applicable Not applicable (1) Net cash flows from investment activities increased by 102.38% as compared to the same period of the prior year mainly due to the increase in cash outflows from investing activities as a result of the participation in the establishment of joint ventures by Jiangxi Chenming, a subsidiary, during the prior period for the purpose of revitalising the assets of the financial lease business, and consolidating and optimising the resource allocation. (2) Net cash flows from financing activities decreased by 191.95% as compared to the corresponding period of the prior year mainly due to the payment of due debts to reduce debt size during the reporting period. Explanation on reasons leading to the material difference between net cash flows from operating activities during the reporting period and net profit for the year Applicable Not applicable 2023 ANNUAL REPORT 27 IV Management Discussion and Analysis V. Analysis of non-principal operations Applicable Not applicable Unit: RMB As a percentage Amount of total profit Reason Is it sustainable? Other income 337,324,331.43 -19.73% Receipt of government grants Including RMB101 million which related to daily business activities is the annual amortisation amount of government grants received in prior periods, which is sustainable. Investment income 505,067,035.78 -29.54% Recognition of external investment No income and dividends, as well as income from equity disposal and derecognition of financial assets during the reporting period Gain or loss arising from -25,555,304.50 1.49% Fluctuations of fair values of the No the change in fair value shares of China Bohai Bank as well as forestry assets and other non-current financial assets Credit impairment loss -319,956,249.39 18.71% Bad debt provisions for receivables No VI. Analysis of assets and liabilities 1. Material changes of asset items Unit: RMB As at the end of 2023 As at the beginning of 2023 As a percentage As a percentage Percentage Amount of total assets Amount of total assets change Description Monetary funds 12,124,832,831.30 15.25% 14,000,434,986.08 16.61% -1.36% Mainly due to a decrease in bank deposits as at the end of the reporting period. Accounts 2,528,507,059.83 3.18% 3,212,260,445.96 3.81% -0.63% Mainly due to a decrease in receivables from receivables customers as at the end of the reporting period. Other receivables 2,224,904,557.88 2.80% 1,717,445,443.44 2.04% 0.76% Mainly due to partial equity disposal of Wuhan Chenming and an increase in equity receivables during the reporting period. Inventories 4,958,178,000.36 6.24% 6,821,916,159.95 8.09% -1.85% Mainly due to the transfer of development costs to fixed assets from inventories as at the end of the reporting period. 28 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis VI. Analysis of assets and liabilities (Continued) 1. Material changes of asset items (Continued) As at the end of 2023 As at the beginning of 2023 As a percentage As a percentage Percentage Amount of total assets Amount of total assets change Description Construction in 859,617,965.16 1.08% 558,866,880.36 0.66% 0.42% Mainly due to an increase in the investment progress in the Zhanjiang Chenming special paper project during the reporting period. Short-term 33,475,479,021.62 42.11% 36,385,048,295.02 43.16% -1.05% Mainly due to the decrease in short-term debts borrowings as at the end of the reporting period. Bills payable 4,618,986,463.95 5.81% 3,128,595,835.04 3.71% 2.10% Mainly due to the increase in proportion of payment for goods using bills during the reporting period. Non-current 3,631,937,677.82 4.57% 4,673,505,241.86 5.54% -0.97% Mainly due to the repayment of long-term liabilities due borrowings due within one year and bonds within one year payable by the Company during the reporting period. Long-term 4,681,014,489.64 5.89% 3,982,236,251.08 4.72% 1.17% Mainly due to an increase of the long-term borrowings borrowings of the Company during the reporting period. Long-term 2,541,095,217.66 3.20% 3,160,771,126.31 3.75% -0.55% Mainly due to the repayment of some payables equipment finance leases by the Company during the reporting period. A higher proportion of overseas assets Applicable Not applicable 2023 ANNUAL REPORT 29 IV Management Discussion and Analysis VI. Analysis of assets and liabilities (Continued) 2. Assets and liabilities measured at fair value Applicable Not applicable Unit: RMB Profit or loss Cumulative Amount Amount from change fair value Impairment increased/ recovered/ in fair value change provided acquired disposed of during the charged to during the during the during the Item Opening balance period equity period period period Other changes Closing balance Financial assets 1. Held-for-trading financial assets (excluding derivative financial assets) 74,708,444.88 -28,740,129.26 -149,716,501.53 325,976.09 46,294,291.71 2. Other non-current financial assets 786,750,761.62 -3,590,983.62 59,269,016.38 1,598,737.43 781,561,040.57 3. Consumable biological assets measured at fair value 1,496,607,818.84 6,775,808.38 36,760,805.03 26,595,279.22 46,000,816.83 1,483,978,089.61 Total 2,358,067,025.34 -25,555,304.50 -53,686,680.12 26,595,279.22 47,599,554.26 325,976.09 2,311,833,421.89 Whether there were any material changes on the measurement attributes of major assets of the Company during the reporting period Yes No 3. Restriction on asset rights as at the end of the reporting period Unit: RMB As at the end of the period As at the beginning of the period Type of Type of Item Book balance Book value restriction Restriction Book balance Book value restriction Restriction Monetary funds 11,360,599,088.69 11,360,599,088.69 Pledged As deposits for bank 11,840,974,836.57 11,840,974,836.57 Pledged As deposits for bank acceptance bills, letter of acceptance bills, letter of credit, letter of guarantee, credit, letter of guarantee, loans, deposit reserves and loans, deposit reserves and interest receivable interest receivable Fixed assets 9,411,111,670.62 6,303,095,864.20 Charged As collateral for bank 15,651,057,538.84 10,063,641,052.69 Charged As collateral for bank borrowings and long-term borrowings and long-term payables payables Investment properties 5,941,741,699.60 5,004,776,921.76 Charged As collateral for bank 5,650,386,492.30 4,895,514,630.65 Charged As collateral for bank borrowings borrowings Intangible assets 865,105,844.99 665,784,045.39 Charged As collateral for bank 1,367,006,629.88 1,033,897,418.27 Charged As collateral for bank borrowings and long-term borrowings and long-term payables payables Accounts receivable 403,349,324.55 398,710,807.32 Pledged As collateral for borrowings 100,563,153.66 100,000,000.00 Pledged As collateral for borrowings Accounts receivable financing 90,551,168.01 90,551,168.01 Pledged As collateral for obtaining 8,497,931.30 8,497,931.30 Pledged As collateral for obtaining letters of credit letters of credit Total 28,072,458,796.46 23,823,517,895.37 34,618,486,582.55 27,942,525,869.48 30 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis VII. Analysis of investments 1. Overview Applicable Not applicable Investments during the corresponding period of Investments during the reporting period (RMB) prior year (RMB) Change 582,400,000.00 3,362,620,040.00 -82.68% 2. Material equity investments acquired during the reporting period Applicable Not applicable Unit: RMB Progress Profit or as at the loss from Date of Form of Investment Source Period of date of Estimated investment Involvement disclosure, Disclosure Name of investee Principal activities investment Amount Shareholding of fund Partner(s) Investment Product type balance sheet return for the period in lawsuit if any Index, if any Shouguang Kunhe Sales of pulp Newly 10,000,000.00 100% Self-owned Subsidiary Long-term Trading Completed N/A -56,105.04 No N/A N/A Trading Co., Ltd. established funds Jiangxi Chenming Cargo handling and Acquisition 5,400,000.00 100% Self-owned Subsidiary Long-term Freight Completed N/A -1,234,456.79 No N/A N/A Port Co., Ltd. warehouse operations funds transport Shouguang Chenming Sale of paper products Capital 417,000,000.00 100% Self-owned Subsidiary Long-term Trading Completed N/A 10,452,698.14 No N/A N/A Import and Export and paper production increase funds Trade Co., Ltd. materials Hainan Chenming Sale of paper pulp, Capital 150,000,000.00 100% Self-owned Subsidiary Long-term Trading Completed N/A 1,227,492.53 No N/A N/A Technology wood and chemical injection funds Co., Ltd. products etc. Total 582,400,000.00 10,389,628.84 2023 ANNUAL REPORT 31 IV Management Discussion and Analysis VII. Analysis of investments (Continued) 3. Material non-equity investments during the reporting period Applicable Not applicable 4. Financial asset investment (1) Security investments Applicable Not applicable Unit: RMB Book value Book value at Profit or loss Accumulated Acquisition Disposal as at the Accounting the beginning from changes in changes in fair amount amount Profit or loss end of the Abbreviation of Initial measurement of the reporting fair value in the value included during the during the during the reporting Classification Type of security Stock code stock name investment cost model period current period in equity period period reporting period period in account Source of fund Domestic and foreign 09668 China Bohai Bank 195,684,817.15 Measured at 74,708,444.88 -28,740,129.26 -149,716,501.53 0 0 -28,414,153.17 46,294,291.71 Held-for-trading Self-owned shares fair value financial assets funds Total 195,684,817.15 74,708,444.88 -28,740,129.26 -149,716,501.53 0.00 0.00 -28,414,153.17 46,294,291.71 Disclosure date of announcement in relation to the 20 June 2020 consideration and approval of securities investments by the Board Disclosure date of announcement in relation to the N/A consideration and approval of securities investments by the shareholders’ general meeting (if any) (2) Derivative investments Applicable Not applicable The Company did not have any derivative investments during the reporting period. 5. Use of proceeds Applicable Not applicable The Company did not use any proceeds during the reporting period. 32 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis VIII. Disposal of material assets and equity interest 1. Disposal of material assets Applicable Not applicable During the reporting period, the Company did not dispose of material assets. 2. Disposal of material equity interest Applicable Not applicable Net profit contribution Net profit to the contribution Company to the Carried out from the Company on schedule beginning of on equity Pricing or not, if not, the period disposal as a basis of Related Relevant the reasons Transaction up to the Effect of percentage disposal of party equity title fully and measures Equity interest consideration disposal date disposal on of total net equity transaction Relationship with transferred taken by the Disclosure Disclosure Counterparty(ies) disposed of Disposal date (RMB’0,000) (RMB’0,000) the Company profit interest or not counterparty(ies) or not Company Date index Wuhan Yuanfeng Yinhu Wuhan Chenming 30 September 48,000.00 -950.61 Partial equity disposal -27.07% Assessed No N/A Yes Yes 9 September http://www. Industrial Investment Hanyang Paper 2023 of Wuhan Chenming, value 2023 cninfo.com.cn Partnership (Limited Holdings Co., a subsidiary, did not Partnership) Ltd. affect the normal operation of the Company, and the cash realised from the equity disposal also replenished liquidity. IX. Analysis of major subsidiaries and investees Applicable Not applicable Major subsidiary and investees accounting for over 10% of the net profit of the Company Unit: RMB Name of company Type of company Principal activities Registered capital Total assets Net assets Revenue Operating profit Net profit Zhanjiang Chenming Subsidiary Production and sale of duplex 6,913,572,423.00 25,679,469,765.94 8,608,929,563.69 11,000,808,231.98 -671,077,694.93 -541,888,245.61 Pulp & Paper Co., press paper, electrostatic Ltd. paper and white cardboard etc. Shouguang Meilun Subsidiary Production and sale of coated 4,801,045,519.00 15,630,774,179.12 8,460,429,693.18 9,084,559,413.98 139,886,154.62 153,008,366.72 Paper Co., Ltd. paper, culture paper, household paper and chemical pulp Huanggang Chenming Subsidiary Production and sale of 3,350,000,000.00 8,450,563,071.62 3,298,440,947.12 4,946,196,163.77 -327,507,366.27 -260,740,821.94 Pulp & Paper Co., chemical pulp Ltd. 2023 ANNUAL REPORT 33 IV Management Discussion and Analysis IX. Analysis of major subsidiaries and investees (Continued) Acquisition and disposal of subsidiaries during the reporting period Applicable Not applicable Methods to acquire and dispose of subsidiaries during the Impact on overall production and Name of company reporting period operation and results Shouguang Kunhe Trading Co., Ltd. Newly established Net profit decreased by RMB56,100. Jiangxi Chenming Port Co., Ltd. Acquisition Net profit decreased by RMB1,234,500. Beijing Chenming Financial Leasing Co., Ltd. deregistered Net profit decreased by RMB3,900. Wuhan Chenming Hanyang Paper Holdings Co., Ltd. Loss of control due to partial Net profit increased by RMB359 million. Wuhan Chenming Qianneng Electric Power equity transfer Co., Ltd. Particulars of major subsidiaries and investees 1. During the reporting period, the price of white paper board declined significantly due to an increase in supply and insufficient demand, and profit margins of Zhanjiang Chenming were squeezed. 2. The demand for cultural paper and coated paper, the major products of Shouguang Meilun, was rigid, and they are less affected by the macroeconomic environment during the reporting period. 3. The price of chemical pulp, the major product of Huanggang Chenming, declined due to an increase in supply, and Huanggang Chenming’s profitability decreased year on year. The Company enjoys the advantages of pulp and paper integration, large scale, comprehensive products, reasonable industrial layout, and advanced technical equipment. With the gradual rise in the selling prices of machine-made paper and the continuous optimisation of the cost side, the Company’s profitability will be effectively restored. 34 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis X. Structured entities controlled by the Company Applicable Not applicable XI. Outlook on the future development of the Company (i) Overview and trend of the industry Paper industry is a typical pro-cyclical industry. During the reporting period, the paper product price faced greater downward pressure due to the production capacity expansion, weak demand and other factors. Coupled with the raw material prices and energy cost increase year on year, the paper enterprises’ profit margin faced squeezing. When we step into 2024, the wood pulp price has fell, the paper product demand has recovered, and corporate profitability has shown obvious signs of gradual improvement. Due to the strong expectation of new capacity release, the major raw material prices and energy prices still have downward pressure, which may further ease the cost pressure, and the industry is expected to continue its recovery. From an industry structure perspective, China’s paper industry is expected to increase its concentration ratio. Driven by market competition and environmental protection policies, the mid– to low-end production capacity in the industry will accelerate to be phased out, and the paper industry market concentration has steadily increased, but there is still a considerable gap compared with developed countries. According to public data, the CR10 in China’s paper industry remained at about 45% in 2022, compared with about 90% for the CR10 in the United States, indicating much room for industry concentration improvement. According to the national “double circulation” strategy and the goal of China’s GDP per capita heading for the level of a medium-level developed country by 2035, China’s paper market demand in the future will still grow greatly, indicating market potential. The industry has continuously improved the resource utilisation rate, and transformed towards the use of clean, renewable, high energy density and low emission resources. It is inevitable for large companies to enhance their comprehensive competitiveness through the whole industrial chain development. The leading player have the advantages such as industrial chain, scale, and production management efficiency, and will undoubtedly become long-term beneficiaries under the trend of sustainable and healthy development. 2023 ANNUAL REPORT 35 IV Management Discussion and Analysis XI. Outlook on the future development of the Company (Continued) (ii) Development strategy of the Company In the future, Chenming Group will adhere to the general tone of green, low-carbon, circular and sustainable development, take the Made in China 2025 Plan as the guide, and scientific development as the theme, quality and efficiency improvement as its focus, and the promotion of the integration of manufacturing and financial services, and the deep integration of industrialisation and intelligence as the main line. The Group will further switch its mode and adjust its structure to comprehensively improve its quality, efficiency, management level, technological content and happiness index, and fully enhance its brand image, and advance to become stronger, better and bigger, striving to achieve over RMB10 billion in profit before tax during the 14th Five-Year Plan period, and build a world-class enterprise group with the highest growth momentum. Transformation and upgrade strategy: The Group will comprehensively optimise the industrial structure and regional layout, focus on developing pulp and paper industries, and build a coordinated and efficient industrial system. Green development strategy: The Group will adhere to the “forestry, pulp and paper integration” management idea, rely on technological progress, advanced equipment and stringent management to ensure clean production, and develop circular economy. The Group will build a resource-saving and environment-friendly enterprise benchmark, seek development while protecting the environment, improve environmental protection level in scientific development, and achieve both economic and environmental benefits. Internationalisation strategy: The Group will take root in China, expand into the world, rely on China’s “Belt and Road” initiative, accelerate the “going out” pace, deepen international exchanges and cooperation, and gradually expand into overseas markets. Operational excellence strategy: With the management policy of “Construct a learning atmosphere and standardise everything, resolutely implement to seek practical results”, the Group will continuously strengthen the whole process management of production and operation, marketing, financial costs and project construction, effectively integrate system resources, and continuously improve the management level and profitability. Talent strengthening strategy: The Group will improve the talent training, introduction, use and encouragement mechanism, and actively cultivate a high-end, compound, innovative and international talent team to support the Company to become a world-class enterprise with the highest growth momentum; Harmonious development strategy: The Group will comprehensively strengthen the corporate culture construction, wholeheartedly care for employees, actively fulfil corporate social responsibilities, enhance the ability to create comprehensive economic, social and environmental values, shape the image, and strive to build a harmonious enterprise. 36 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis XI. Outlook on the future development of the Company (Continued) (iii) Operation plans for 2024 The year 2024 is a crucial year to achieve the 14th Five-Year Plan targets and tasks. In this year, opportunities and challenges coexist. The National Development and Reform Commission proposes to pay more attention to expanding effective demand, developing and expanding the real economy, and improving the macro policy effectiveness. Expanding domestic demand is the “highlight” of China’s economic development in 2024. The paper industry is closely related to the national economy development. As a leading player in the industry, the Company will adhere to the general tone of striving for progress while maintaining stability in the new year, pay close attention to the national macro policy orientation, take advantage of the domestic economic recovery to expand sales channels, seize market opportunities, adjust product structure, improve production efficiency, control production costs, optimise financing structure, fully tap potential and increase efficiency, and improve the profitability of the Company. 1. Strengthen sales management and seize the market to increase profits In 2024, the Company will seize market opportunities, strengthen channel construction, increase direct customer development, reinforce overseas contract management, closely maintain customer relationships, and further expand domestic and overseas markets. The Company will take market orientation, actively look for profit growth points, closely connect with production departments to develop and produce high-grade and high value-added new products, and ensure the promotion and increase of key products, especially liquid package cardboard, food package board and coated cardboard. The Company will optimise business processes, increase risk control points, conduct quarterly sorting out processes, and strengthen risk management and control. In addition, the Company will ensure team building, strictly implement the sales leadership contracting mechanism, and timely optimise the assessment and incentive scheme according to market changes and key work requirements to improve work enthusiasm and build an efficient sales team. 2. Improve financial management and take multiple measures to reduce liability scale In December 2023, the Central Working Economy Conference proposed to “continue to implement a proactive fiscal policy and a prudent monetary policy” and “implement a structural tax reduction and fee reduction policy, and focus on supporting scientific and technological innovation and manufacturing development”. In 2024, the Company will take this as an opportunity to adjust its long-term and short-term financing structure, determine the best financing scheme, broaden financing channels, further deepen cooperation with large banks, and implement project loans, equipment financing, debt-to-equity swap financing and equity financing. The Company will pay close attention to the interpretation of national macroeconomic policies, make reasonable tax planning and implement policy dividends, and continue to reduce the financial leasing business size, actively dispose of idle and inefficient assets, revitalise existing assets and increase cash inflows. 2023 ANNUAL REPORT 37 IV Management Discussion and Analysis XI. Outlook on the future development of the Company (Continued) (iii) Operation plans for 2024 (Continued) 3. Optimise procurement management to stabilise supply and realise cost reduction and efficiency growth In 2024, the Company will further broaden its raw material procurement channels, deepen the long-term cooperation in wood pulp, wood chips, coal and other bulk materials, improve the cooperation mode with suppliers, focus on developing suppliers with solid financial strength, innovate payment methods and reduce financial costs. The Company will continue to learn new technologies and processes, introduce highly cost- effective raw materials, and optimise the raw material structure. In addition, the Company will reasonably control the inventories, arrange the procurement plans according to the monthly production scheduling plan, and reduce capital appropriation; and strengthen the management of electricity purchase and use management on behalf of subsidiaries, and reduce the cost of electricity purchase and use. 4. Focus on safety and technological transformation to escort production and ensure quality and efficiency In 2024, the Company will continue to adhere to the concept of safety first and prevention first, increase the publicity and education of safety and environmentally friendly production, and standardise outsourcing units’ safety management. The Company will strengthen the safety supervision of dangerous operation processes, continue to strictly implement the mechanical control management of equipment, optimise the early warning mode of mechanical control of equipment, investigate equipment hidden dangers every ten days, reduce equipment accidents and ensure the safe and stable production. The Company will fully promote technological innovation, adjust product structure according to market conditions, focus on developing and producing high value-added products, and improve product quality. In addition, the Company will continue to proceed with the Zhanjiang Chenming Special Paper Project with annual production capacity of 180,000 tonnes, and the upgrade of some pulp and paper production lines in Shouguang, Zhanjiang and Jiangxi. (iv) Future capital requirements and source of funds Future capital requirements of the Company will mainly focus on: the continuous investment in existing production facilities due to technology upgrade or production expansion; and capital requirement for business expansion and daily operation. The phase II whole industry chain project of Huanggang Chenming, the softwood bleached chemical pulp project with annual production capacity of 300,000 tonnes and the special paper project with annual production capacity of 180,000 tonnes of Zhanjiang Chenming planned and constructed by the Company will be partly funded by self-owned funds of the Company, as well as government guide funds, policy support funds and syndicated loans. While focusing on the development of its main business of pulp and paper making, improving its operating performance and increasing its operating cash flow, the Company will expand its financing channels and optimise financing structure through well planned long and short-term bank loans, introduction of third-party strategic investors, refinancing and other means, thus providing stable financial support for the operation and development of the Company. (v) Risk factors likely to be faced and measures to be taken 1. Macroeconomic and policy risk Paper making industry is a basic raw materials industry, thus is being supported by national industry policies. Over the years, relevant competent departments issued a series of relevant policies and regulations, including the Policy on the Development of Papermaking Industry, aiming to improve industry structure, enhance product technology standard, energy saving and emission reduction, as well as eliminate outdated production capacity. With the continuous economic development, the policies on the papermaking industry may further adjust in the future. In addition, the fiscal and financial policies, bank interest rate, import and export policy and other policies may be adjusted in the future. All the above industrial policies and related policy adjustments will have an impact on the Company’s operation and development. 38 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis XI. Outlook on the future development of the Company (Continued) (v) Risk factors likely to be faced and measures to be taken (Continued) 1. Macroeconomic and policy risk (Continued) In response to the above risks, the Company will pay close attention to the national industrial policy, and focus on its principal activities of pulp production and papermaking. The Company will strive to its innovation-driven strategy, comprehensively optimise industrial structure and regional layout, and establish coordinated and efficient industry system, to respond to the risks arising from industrial policy adjustments. At the same time, the Company will continuously improve its lean management, broaden financing channels, control costs, and optimise its capital structure, thus improving its operating quality to cope with the risks arising from adjustments of other macroeconomic policies such as fiscal and financial policies. 2. Environmental protection risk Establishing a green paper industry is the strategic direction of industry development. In recent years, environmental protection requirements have become increasingly stringent. Relevant authorities have successively issued the White Paper on Sustainable Development of Papermaking Industry in China, the Guiding Opinions on Accelerating the Establishment and Improvement of a Green, Low-Carbon and Cyclical Economic System, the Opinions on Accelerating the High-Quality Development of the Manufacturing Services Industry, the “14th Five-Year Plan” and Medium and Long-term High-quality Development Outline of the Papermaking Industry and other policies, which advocate cyclical, low-carbon, green economy to achieve high- quality development of the industry. Such higher national environmental protection standards further increase the investment in pollution control by enterprises in the industry and increase the operating costs of the Company in the short term. In response to the aforesaid risks, the Company actively implements the national “double carbon” policy. The Company adheres to the development idea of “placing green development and environmental protection as its priority”. The Company widely adopts new technologies for energy saving and emission reduction, conducts clean production, and strives to achieve its waste emission target. At present, the Company adopts the world’s most advanced “ultrafiltration membrane+reverse osmosis membrane” technology to complete the reclaimed water recycling membrane treatment project. The reclaimed water recycle rate reaches more than 75%. The reclaimed water quality meets drinking water standards, which can save fresh water of hundreds of thousands of cubic meters of per day. At the same time, the Company actively explores the comprehensive utilisation of innovative resources and industrial recycling development models, and built a circular economy ecological chain of “resources-products-renewable resources”. 3. Risk of price fluctuation of raw materials The major raw materials of the papermaking industry are wood pulp and wood chips. China’s wood resources are relatively limited, and the dependence on wood pulp and wood chips is high, which makes the development of the papermaking industry subject to fluctuations in the international price of wood pulp and wood chips. If the price of raw materials fluctuates sharply, it will bring uncertainty to the control of production costs of papermaking enterprises, which will affect the operating performance of enterprises. In response to the aforesaid risks, the Company adheres to the strategic layout of the whole pulp and paper integrated industry chain, and has wood pulp production lines in Shouguang, Zhanjiang, Huanggang and other production bases, ensuring the stability of upstream raw materials. At the same time, the Company has established a more comprehensive supply chain management mechanism, practiced source procurement, closely followed the price trends of the raw materials market, and improved its market research and judgment ability, in order to minimise the impact of fluctuations in raw material prices on the Company. 2023 ANNUAL REPORT 39 IV Management Discussion and Analysis XI. Outlook on the future development of the Company (Continued) (v) Risk factors likely to be faced and measures to be taken (Continued) 4. Risk of intensifying market competition Although the papermaking industry has accelerated the elimination of outdated production capacity after several rounds of environmental protection policies, the industry structure has been optimised with a further improved concentration. However, there remains the phenomena of a large number of enterprises, structural and staged overcapacity of some products, a large number of mid- and low-end products, and product homogeneity. During the reporting period, affected by factors such as the sluggish macroeconomic environment, supply shocks and weak demand, the prices of machine-made paper, especially white cardboard, declined year on year, and market competition further intensified. In response to the aforesaid risks, the Company continues to promote technological innovation, and continuously improves its production equipment, processing design and process levels, in order to realise lean production, improve product quality, and create brand benefits. At the same time, based on the market conditions, the Company produces marketable products to meet the diverse needs, striving to form a high- quality, refined, special, differentiated and personalised product structure, increase the added value of products, and improve the level of corporate profitability. 5. Risk of the financial leasing business The Company may suffer from loss if the lessees of its financial leasing business cannot make full rental payment on time due to any reason and there are abuses on equipment or any other short-term behaviour. Although the risk of such rental being unrecoverable is minimal, the Company will also make bad debt provision as required under its accounting policy. If such amounts cannot be recovered on time, the Company may be exposed to risk of bad debts. To this end, Chenming Leasing has comprehensive risk prevention and control measures for the financial leasing business, with strong risk resistance and low risk of default. At present, the Company focuses on the development of its principal activities, i.e. pulp production and paper making, and continues to reduce the size of the financial leasing business. As at the end of the reporting period, the balance of financial leases of Chenming Leasing decreased to RMB4,800 million with the overall risks under control. 40 SHANDONG CHENMING PAPER HOLDINGS LIMITED IV Management Discussion and Analysis XII. Reception of research investigations, communications and interviews during the reporting period Applicable Not applicable Major discussion points and information Index of the basic Date of reception Site of reception Way of reception Type of recipient Recipient provided particulars of the survey 10 April 2023 Panorama Interactive Others Individuals and Investors participating in Industry overview, the For details, please refer to Platform for Investors institutions the 2022 annual results Company’s financial the Investor Relations Relationship briefing of the Company position, operating Activity Record Sheet on online results and project CNINFO ( www.cninfo. progress in 2022, com.cn) future prospects, etc. XIII. Implementation of the “Quality and Return Enhancement” action plan Whether the Company has disclosed its “Quality and Return Enhancement” action plan? Yes No 2023 ANNUAL REPORT 41 V Directors’ Report The Directors (the “Directors”) of the Company hereby present the annual report and the audited consolidated financial statements of the Company and the Group for the year ended 31 December 2023. I. Principal activities Please refer to “II. Principal operations of the Company during the Reporting Period” and “IV. Analysis of principal operations” under section IV “Management Discussion and Analysis” for details of principal activities of the Company. II. Results and profit distribution Please refer to section XII “Financial Report” for the results of the Group for the year ended 31 December 2023. III. Dividends During the reporting period, the sales volume of machine-made paper decreased year on year due to the weak downstream demand in the paper industry. At the same time, the prices of machine-made paper, especially that of white cardboard, fell sharply year on year due to the concentration of new production capacity. The prices of raw materials such as wood chips, raw coal and chemicals were still running at a high level, which seriously squeezed the Company’s profitability, and net profit attributable to shareholders of the Company for 2023 was RMB-1,281 million. At the same time, considering factors such as the Company’s overall development planning for 2024, the Board proposed not to pay cash dividend, issue bonus shares and increase share capital from reserves for 2023 to further reduce its debt size, satisfy the capital needs for, among other things, day-to-day production and operation, and project construction, thereby enhancing risk resistance of the Company, realising the sustainable, steady and healthy development of the pulp production and paper making business, the principal business of the Company, and better safeguarding the interests of all shareholders in the long run, subject to approval of shareholders at the forthcoming annual general meeting of the Company held on 14 May 2024 (the “AGM”). IV. Closure of register of members The register of members of the Company will be closed from 9 May 2024 (Thursday) to 14 May 2024 (Tuesday) (both days inclusive), during which no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the annual general meeting to be held on 14 May 2024 (Tuesday), all share transfer documents accompanied by the corresponding share certificates must be lodged with the Company’s Hong Kong share registrar and transfer office, Computershare Hong Kong Investor Services Limited at shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on 8 May 2024 (Wednesday). 42 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Directors’ Report V. Five-year financial summary Please refer to “IX. Five-year financial summary under paragraph 19 of appendix D2 of the Hong Kong Listing Rules” under section II “Company Profile and Key Financial Indicators” for the financial summary of the Company for the past five financial years. VI. Donations During the year, the Company donated RMB505,280.00 (2022: RMB805,000.00) to non-profit making organisations. VII. Subsidiaries Please refer to “IX. Analysis of major subsidiaries and investees” under section IV “Management Discussion and Analysis” and “XVII. Matters of significant of subsidiaries of the Company” under section VIII “Material Matters” for the details of acquisition and disposal of subsidiaries by the Company during the year. VIII. Property, plant and equipment Please refer to “II. Financial Statements 1. Consolidated Balance Sheet” under section XII “Financial Report” for the details of changes in property, plant and equipment of the Group for the year ended 31 December 2023. IX. Share capital Please refer to “I. Changes in shares” under section IX “Changes in Share Capital and Shareholders” for details of changes in share capital of the Company for the year ended 31 December 2023. X. Pre-emptive rights In accordance with the Articles of Association and the PRC laws, there are no rules requiring the Company to grant existing shareholders pre-emptive rights on newly issued shares of the Company in proportion to their shareholdings. XI. Transfer into reserves The Company’s contributed surplus is distributable to shareholders in accordance with the Company Law. As at 31 December 2023, the Company’s reserves available for cash distribution and/or distribution in specie, including contributed surplus of the Company, amounted to RMB8,492,988,611.52 (2022: RMB9,857,716,037.54) as set out in “II. Financial Statements 1. Consolidated Balance Sheet” under section XII “Financial Report”. 2023 ANNUAL REPORT 43 V Directors’ Report XII. Directors As at 31 December 2023, the Directors of the Company were: 1. Executive Directors Mr. Chen Hongguo Mr. Hu Changqing Mr. Li Xingchun Mr. Li Feng Mr. Li Weixian 2. Non-executive Directors Mr. Han Tingde Mr. Li Chuanxuan 3. Independent Non-executive Directors Ms. Yin Meiqun Mr. Yang Biao Mr. Sun Jianfei Mr. Li Zhihui According to the Articles of Association of the Company, all Directors, including non-executive Directors, have been elected at the general meetings with a term of three years from June 2022 to June 2025. They may be re-elected for another term upon expiry of tenure. The term of office of independent non-executive Directors is the same as that of other Directors. They may be re-elected for consecutive terms, but the consecutive terms shall not be more than six years. XIII. Directors’ and Supervisors’ service contracts All Directors and Supervisors have entered into service contracts with the Company for a term from 15 June 2022 to 15 June 2025. None of the Directors and Supervisors who have offered themselves for re-election at the forthcoming AGM have entered into any service contract with the Company or any of its subsidiaries which cannot be terminated by the Group within one year without payment of compensation other than statutory compensation. 44 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Directors’ Report XIV. Directors and Senior Management’s remuneration and the five highest paid individuals Details of Directors and the Senior Management’s remuneration and the five highest paid individuals of the Company or/and its subsidiaries are set out in “V. Directors, Supervisors and Senior Management” in section VI “Corporate Governance” and “XIV. Related parties and related party transactions” in section XII “Financial Report”. In 2023, the Company had 23 Senior Management members in total, which included Directors, Supervisors and the Senior Management. The remuneration of the Senior Management falls within the following ranges: Range of remuneration (RMB) Person(s) 4.8 million to 5.2 million 4.0 million to 4.8 million 1 3.6 million to 4.0 million 3.2 million to 3.6 million 2.8 million to 3.2 million 1 2.4 million to 2.8 million 2.0 million to 2.4 million 2 1.6 million to 2.0 million 1 1.2 million to 1.6 million 4 0.8 million to 1.2 million 2 Below 0.8 million 12 XV. Independent non-executive Directors The Company has received from each of the independent non-executive Directors a confirmation of independence for the year pursuant to Rule 3.13 of the Hong Kong Listing Rules and considered all of the independent non-executive Directors to be independent. 2023 ANNUAL REPORT 45 V Directors’ Report XVI. Securities interests held by Directors, Supervisors and chief executives As at 31 December 2023, interests of the Company or its associated corporations (within the meaning of Part XV of SFO) held by each of the Directors, Supervisors and Chief Executives of the Company under section 352 of the SFO are set out as follows: The Company Number of shares (A shares) held As a percentage as at the end of of the total share the reporting capital of the Name Position period (shares) Company Directors Chen Hongguo (Note 1) Chairman 25,080,044 0.85% Hu Changqing Executive Director and vice chairman 2,292,857 0.08% Li Xingchun Executive Director and vice chairman 3,500,000 0.12% Li Feng Executive Director and deputy general manager 2,256,027 0.08% Li Weixian Executive Director and general manager 962,100 0.03% Han Tingde Non-executive Director – – Li Chuanxuan Non-executive Director – – Sun Jianfei Independent non-executive Director – – Yin Meiqun Independent non-executive Director – – Yang Biao Independent non-executive Director – – Li Zhihui Independent non-executive Director – – Supervisors Li Kang Chairman of the Supervisory Committee 149,300 0.01% Pan Ailing Supervisor – – Zhang Hong Supervisor – – Sang Ailing Supervisor – – Qiu Lanju Supervisor – – Associated corporation(s) Number of shares held at Number of shares held As a percentage of the Name of associated the beginning of the Change during at the end of the total share capital of Name Position corporation(s) reporting period (shares) the period (+/-) reporting period (shares) Chenming Holdings Chen Hongguo Chairman Shouguang Henglian Enterprise 231,000,000 – 231,000,000 18.65% Investment Co. Ltd. (Note 2) Note 1: Save for the 25,080,044 A shares held personally, Chen Hongguo is deemed to be interested in the 2,961,322 A shares held by his spouse, Li Xueqin. Note 2: Chen Hongguo and his spouse, Li Xueqin, collectively hold 76.79% equity interests in Shouguang Henglian Enterprise Investment Co. Ltd., (hereinafter referred to as “Shouguang Henglian”). As a result, Shouguang Henglian is deemed to be controlled by Chen Hongguo. Accordingly, the 231,000,000 shares in Chenming Holdings (approximately 18.65% of the total share capital of Chenming Holdings) held by Shouguang Henglian are also deemed to be held by Chen Hongguo. 46 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Directors’ Report XVI. Securities interests held by Directors, Supervisors and chief executives (Continued) Save as disclosed above, as at 31 December 2023, none of the Directors, Supervisors or chief executives of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations which were required to be filed in the register of the Company required to be maintained pursuant to section 352 of the SFO or which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as contained in Appendix C3 to the Rules Governing the Listing of Securities on Hong Kong Stock Exchange (hereinafter referred to as the “Hong Kong Listing Rules”). As at 31 December 2023, none of the Directors, Supervisors or chief executives or their respective spouses or children under the age of 18 held or exercised any rights to subscribe for the share capital or debentures of the Company or its associated corporations. XVII. Interests and short position of substantial shareholders in shares and underlying shares As at 31 December 2023, the following shareholders (other than the Directors, Supervisors or chief executives of the Company) had interests or short positions in the Company’s shares and underlying shares as shown in the share register maintained by the Company in accordance with Section 336 of the SFO (Chapter 571 of the Laws of Hong Kong): Approximate shareholding as a percentage of Number of shares Total share Class of Name held (shares) capital (%) shares (%) Chenming Holdings Co., Ltd. 457,322,919 A shares (L) 15.47 26.56 Chenming Holdings (Hong Kong) Limited 210,717,563 B shares (L) 7.13 29.83 Chenming Holdings (Hong Kong) Limited 153,414,000 H shares (L) 5.19 29.04 (L) – Long position (S) – Short position (P) – Lending pool Save as disclosed above, as at 31 December 2023, no other person had interests or short positions in the Company’s shares or underlying shares as recorded in the register maintained under section 336 of the SFO. XVIII. Relationship with employees, customers and suppliers Please refer to “IX. Personnel of the Company” under section VI “Corporate Governance”, and “2. (8) Sales to major customers and major suppliers” of “IV. Analysis of principal operations” under section IV “Management Discussion and Analysis” for details of the relationship between the Company and its employees, customers and suppliers. XIX. Directors’ interests in material contracts and indemnity provision None of the Company or any of its subsidiaries entered into any material contracts, in which Directors or Supervisors had significant interests (either directly or indirectly), that subsisted at the end of the financial year or at any time during the reporting period. The Company did not have any indemnity provision in favour of any Director and Supervisor. 2023 ANNUAL REPORT 47 V Directors’ Report XX. Interests in competing business None of the Directors or controlling shareholders of the Company was interested in any business which competes or is likely to compete with the businesses of the Company and any of its subsidiaries. XXI. Directors’ rights to purchase shares or debentures As considered and approved at the 2020 second extraordinary general meeting, the 2020 first class meeting for holders of domestic-listed shares and the 2020 first class meeting for holders of overseas-listed shares of the Company held on 15 May 2020, the Company implemented the 2020 restricted A share incentive scheme. As considered and approved at the tenth extraordinary meeting of ninth session of the Board and the fifth extraordinary meeting of the ninth session of the Supervisory Committee of the Company held on 29 May 2020, an aggregate of 79.6 million restricted A shares were granted to 111 participants. In particular, Mr. Chen Hongguo, Mr. Hu Changqing, Mr. Li Xingchun, Mr. Li Feng and Mr. Li Weixian, all being Directors, were granted 20 million shares, 5 million shares, 5 million shares, 3 million shares and 2 million shares, respectively. In view of the fact that the results for 2022 of the Company failed to pass the performance appraisal targets at company level set for the second Unlocking Period as set out in the 2020 Restricted A Share Incentive Scheme (Draft), the Board of the Company repurchased and cancelled the Restricted Shares that had been granted to Participants but not yet unlocked for the second Unlocking Period under the authorisation. In particular, 6.00 million Restricted Shares of Director Chen Hongguo, 1.50 million Restricted Shares of Director Hu Changqing, 1.50 million Restricted Shares of Director Li Xingchun, 0.90 million Restricted Shares of Director Li Feng and 0.60 million Restricted Shares of Director Li Weixian were repurchased and cancelled. Save for the above, neither was the Company nor any of its subsidiaries a party to any arrangements to enable any Director to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. XXII. Management contracts No contracts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed in 2023. XXIII. Major risk factors Please refer to “(V) Risk factors likely to be faced and the measures to be taken” of “XI. Outlook on the future development of the Company” under section IV “Management Discussion and Analysis” for details of major risk factors of the Company. XXIV. Material matters Please refer to section VIII “Material Matters” for details of material matters of the Company. XXV. Future development Please refer to (I) Overview and trends of the industry, (II) Development strategy of the Company, (III) Operating plan for 2024 and (IV) Future capital requirements and source of funds of “XI. Outlook on the future development of the Company” under section IV “Management Discussion and Analysis” for details of future development of the Company. XXVI. Environment, social and governance report and social responsibility Please refer to section VII “Environment and social responsibility” for details of fulfilment of social responsibility. The Company will publish the environment, social and governance report as required by the Hong Kong Listing Rules on the website of CNINFO and the website of the Hong Kong Stock Exchange on the same date as the 2023 annual report. 48 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Directors’ Report XXVII. Purchase, sale and redemption of shares 1. Repurchase and cancellation of some restricted shares granted under the 2020 A-share Restricted Stock Incentive Scheme On 17 July 2023, the Company convened the ninth extraordinary meeting of the tenth session of the Board and the fifth extraordinary meeting of the tenth session of the Supervisory Committee, at which the Resolution on the Failure Fulfilment of the Unlocking Conditions for the Second Unlocking Period under the 2020 Restricted A Share Incentive Scheme and Repurchase and Cancellation of Certain Restricted Shares was considered and approved. The results for 2022 of the Company failed to pass the performance appraisal targets at company level set for the second unlocking period as set out in the 2020 Restricted A Share Incentive Scheme (Draft) and the Assessment Management Measures for the 2020 Restricted A Shares Incentive Scheme. Meanwhile, 5 participants lost their incentive qualification due to their resignation. According to the authorisation granted at the 2020 second extraordinary general meeting, the 2020 first class meeting for holders of domestic-listed shares and the 2020 first class meeting for holders of overseas- listed shares of the Company, the Board of the Company repurchased and cancelled 22,929,000 restricted A shares which had been granted to participants but not yet unlocked for the second unlocking period at a repurchase price of RMB2.5184172 per share (excluding the bank loan interest rate for the same term). The total amount for the funds required for the repurchase amounted to RMB66.2288 million when the bank loan interest rate for the same term was included. On 20 November 2023, the Company completed the repurchase and cancellation procedures of the 22,929,000 restricted A shares at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. Save for the above, the Company and its subsidiaries did not purchase, sell or redeem any listed securities of the Company during the reporting period. XXVIII. Sufficiency of public float During the reporting period, based on the information that is publicly available to the Company and within the knowledge of the Directors, the Company maintained a sufficient prescribed amount of public float as required under the Hong Kong Listing Rules. XXIX. Review of the Audit Committee The audited consolidated financial statements of the Company for the year ended 31 December 2023 have been reviewed by the Audit Committee of the Company. XXX. Gearing ratio As at 31 December 2023, the Company’s gearing ratio (including minority interest) was 61.70%, representing an increase of 0.82% from 60.88% for 2022. The ratio was calculated as: total borrowings/total assets (whereas total borrowings represent borrowings due within one year, borrowings due after one year, short-term commercial paper and medium and long-term notes and others). 2023 ANNUAL REPORT 49 V Directors’ Report XXXI. Going concern basis Established in 1958, the Company is a leading paper making enterprise in China and one of the top 500 Chinese enterprises. It is also a modern large-scale comprehensive conglomerate mainly engaged in pulp production and paper making. It has production bases in Shandong, Guangdong, Hubei, Jiangxi, Jilin and others, which deliver annual pulp and paper production capacity of over 11,000,000 tonnes. As the first large integrated pulp and paper enterprise in China that achieves basically balanced pulp production and paper making capacity, the Company have maintained a leading position among its industry peers for over 20 consecutive years in terms of its main indicators of corporate economic efficiency. The Company has good sustainable profitability. The Company realised revenue of RMB26,609 million and net cash inflows from operating activities of RMB4,390 million for 2023. In compiling the accounts for the year ended 31 December 2023, the Directors have chosen and thoroughly applied the appropriate accounting policies with due and reasonable judgement and estimates having been made, and prepared the accounts on a going concern basis. The auditor of the Company has prepared the 2023 annual financial report on a going concern basis, and has issued a standard unqualified audit opinion (please refer to “Financial Report” in section XII). Therefore, the Board believes the Company has the ability to continue as a going concern. XXXII. Connected transactions During the reporting period, the Group did not enter into any connected transaction required under the Listing Rules of the Stock Exchange. The related party transactions entered into by the Group during the year ended 31 December 2023 are set out in Note XIV to the financial statements. Save as disclosed above, these related party transactions do not constitute connected transactions or continuing connected transactions (as defined in the Listing Rules of the Stock Exchange) of the Group. XXXIII. Major investment, acquisition and disposal During the year ended 31 December 2023, the Group entered into the following major transaction agreements. 1. Agreement on the Recovery of State-owned Construction Land Use Right signed by Wuhan Chenming On 28 April 2023, the Company convened the fifth meeting of the tenth session of the Board to consider and approve the Proposal on Signing the Agreement on the Recovery of State-owned Construction Land Use Right by Wuhan Chenming. In order to further optimise resource allocation and promote industrial upgrading, the major equipment of Wuhan Chenming’s household paper production line and special paper production line were relocated to Shouguang production base and Zhanjiang production base respectively. Wuhan Chenming reached an agreement with the Wuhan Economic & Technological Development Zone Branch of the Wuhan Land Arranging Storage Centre on land recovery and storage, and signed the Agreement on the Recovery of State-owned Construction Land Use Right. The Wuhan Land Arranging Storage Centre proposed to recover the land parcel with an area of 368,624.21 and the buildings (structures) and ancillary facilities erected thereon from Wuhan Chenming, and pay Wuhan Chenming a total of RMB732.0776 million as compensation for the recovery and storage. For details, please refer to the announcement disclosed by the Company on CNINFO on 29 April 2023 (announcement number: 2023-042) and the relevant announcement disclosed by the Company on the website of Hong Kong Stock Exchange on 28 April 2023. 50 SHANDONG CHENMING PAPER HOLDINGS LIMITED V Directors’ Report XXXIII. Major investment, acquisition and disposal (Continued) 2. Termination of asset purchase through the issuance of consideration shares and cash payments On 27 February 2023, the Company convened the 2023 first extraordinary general meeting, the 2023 first class meeting for holders of domestic-listed shares and the 2023 first class meeting for holders of overseas-listed shares, at which the Company considered and approved relevant resolutions including the Report on the Agreement on Asset Purchase through Issuance of Shares and Cash Payments and Connected Transactions (Draft) of the Company. The Company intended to acquire 1.19% equity interests in Shouguang Meilun held by Dongxing Securities Investment Co., Ltd., 44.44% limited partnership share in Chenrong Fund held by Chongqing International Trust Inc. through issuance of shares. Chenming Investment, a wholly-owned subsidiary of the Company, intended to acquire 0.22% general partnership interest in Chenrong Fund held by Chenming (Qingdao) Asset Management Co., Ltd. through cash payment. The type of shares to be issued by the Company is A shares, the price of the shares to be issued is RMB4.42 per share, and the number of shares to be issued is 71,841,345 shares. On 14 March 2023, the Company received the Notice on the Acceptance of Application Documents for Asset Purchase through the Issuance of Shares of Shandong Chenming Paper Holdings Limited (Shen Zheng Shang Shen [2023] No. 259) ( ( [2023]259 )) from the Shenzhen Stock Exchange. On 29 June 2023, the Company convened the eighth extraordinary general meeting of the tenth session of the Board and the fourth extraordinary general meeting of the tenth session of the Supervisory Committee, at which the Company considered and approved the Resolution on the Termination of the Asset Purchase through Issuance of Shares and Cash Payments and Connected Transactions and Withdrawal of the Application Documents and agreed to terminate the transaction, sign the relevant termination agreement with the counterparty if needed and apply to the Shenzhen Stock Exchange for relevant application documents for the withdrawal of the transaction. For details, please refer to the relevant announcements disclosed by the Company on CNINFO on 28 February 2023, 16 March 2023 and 30 June 2023 (announcement number: 2023-010, 2023-014, 2023-048) and the relevant announcements disclosed by the Company on the website of Hong Kong Stock Exchange on 27 February 2023, 15 March 2023 and 29 June 2023. XXXIV. Tax relief The Company is not aware of any tax relief available to shareholders as a result of holding securities of the Company. 2023 ANNUAL REPORT 51 VI Corporate Governance I. Corporate governance in practice The Company continuously improved its legal person governance structure, renamed the Strategic Committee as the Strategic and Sustainable Development Committee under the Board, proactively organised Directors, Supervisors and the Senior Management of the Company to attend the special training sessions of the regulatory departments to enhance their competence, and continuously strengthened its information disclosure in strict compliance with the requirements of the Company Law ( ), the Securities Law ( ), the Code of Corporate Governance for Listed Companies ( ), the Rules Governing Listing of Stocks on Shenzhen Stock Exchange ( ), the Listing Rules of Hong Kong Stock Exchange and the related requirements as required by the CSRC, thereby further enhancing the standardised operation level of the Company. As of the end of the reporting period, the actual practice of corporate governance complied with the requirements of the regulatory documents issued by the CSRC, the Shenzhen Stock Exchange and the Stock Exchange regarding the governance of listed companies. (i) Shareholders and general meeting During the reporting period, the Board of the Company convened and held 1 annual general meeting, 3 extraordinary general meetings, 1 class meeting for holders of domestic-listed shares and 1 class meeting for holders of overseas- listed shares. The Company regulated the convening, holding and proceedings of shareholder meetings in strict compliance with the requirements of the Rules Governing Shareholders’ General Meetings of Listed Companies, the Articles of Association and the Company’s Rules of Procedure of the General Meeting of Shareholders, and both on- site voting and online voting were provided as channels to participate in each general meeting to ensure that the minority shareholders enjoyed equal status and all shareholders could exercise their rights in full. Meanwhile, the Company proactively disclosed the voting status of minority investors on each of the resolutions considered at the general meetings to effectively safeguard the legitimate rights and interests of the Company and all shareholders, especially the minority shareholders. (ii) Controlling shareholder and the Company During the reporting period, the Company remained independent of its controlling shareholder, beneficial controllers and related parties in terms of its business, assets, finance, personnel and organisations, and the Board, the Supervisory Committee and internal departments of the Company operated independently, which complied with the relevant provisions of the CSRC on the independence of listed companies. The controlling shareholder and beneficial controllers strictly regulated their behaviour, and exercised their rights and performed their obligations in accordance with the laws, and there was no appropriation of capital and assets of the Company by the controlling shareholder, beneficial controllers and their related parties. (iii) Directors and the Board The Board of the Company has a total of 11 Directors, of which 4 are independent Directors. They are professionals with professional knowledge in finance, law, management, etc., ensuring the quality and level of decision-making by the Board. During the reporting period, the Board held a total of 12 meetings, and the convening and holding of Board meetings were in strict compliance with the Articles of Association and the Rules of Procedure of Board Meetings and other relevant provisions. Directors of the Company were able to diligently perform their duties. They attended meetings on time and reviewed each proposal earnestly, which had pivotal impact on decision in corporate governance. Independent Directors performed their duties independently and expressed their independent opinions on material matters, which solidly safeguarded the interests of the Company and the investing public. The four special committees under the Board of the Company, namely the Strategic and Sustainable Development Committee, the Audit Committee, the Nomination Committee and the Remuneration and Assessment Committee, performed their duties normally and provided scientific and professional opinions for the decision-making of the Board during the reporting period. 52 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance I. Corporate governance in practice (Continued) (iv) Supervisors and the Supervisory Committee The Supervisory Committee of the Company has a total of 5 Supervisors, including 3 shareholder representative Supervisors and 2 employee representative Supervisors. During the reporting period, the Supervisory Committee of the Company held a total of 7 meetings. The Supervisory Committee strictly followed the requirement of relevant laws and regulations including the Company Law, the Articles of Associations and the Rules of Procedure of the Supervisory Committee in fulfilling its duties. In the spirit of being accountable to the shareholders and the Company, the Supervisory Committee independently and effectively exercised its supervision and inspection functions to supervise the Company’s operation and management, decision-making procedures, financial position and the duty of care and diligence of the Company’s Directors and Senior Management, so as to safeguard the legitimate interests of the Company and the shareholders. (v) Information disclosure and prevention and control of inside information The Company earnestly fulfils its information disclosure obligation, safeguards the truthfulness, accuracy, completeness and timeliness of information disclosure, effectively strengthens the confidentiality of inside information and improve the registration and management of personnel with inside information to ensure fair information disclosure in accordance with the requirements of the Articles of Association, Rules Governing the Listing of Stocks on Shenzhen Stock Exchange, the Listing Rules of Hong Kong Stock Exchange and relevant laws and regulations of the CSRC. During the reporting period, the Company issued a total of more than 160 periodic reports, interim announcements, and related documents through the designated information disclosure media, and a total of more than 190 periodic reports, interim announcements, and related documents through the website of the Hong Kong Stock Exchange. There was no case where the Directors, Supervisors, Senior Management and other related personnel of the Company used inside information to buy and/or sell the shares of the Company throughout the preparation of periodic reports, temporary announcements and the planning of major events, ensuring that all shareholders had fair access to information related to the Company. Any material non-compliance of the laws, administrative regulations and the regulatory documents on the governance of listed companies issued by the CSRC in respect of actual governance of the Company Yes No There was no material non-compliance of the laws, administrative regulations and the regulatory documents on the governance of listed companies issued by the CSRC in respect of the actual governance of the Company. 2023 ANNUAL REPORT 53 VI Corporate Governance II. Particulars about the independence in terms of assets, personnel, finance, organisations, and business from the controlling shareholder and beneficial controllers The Company was completely separated from the controlling shareholder in terms of business, personnel, assets, organisations and finance. The Company had a comprehensive internal structure, independent and complete businesses as well as the capability of self-operation. 1. In terms of business: the Company had its own R&D, production, procurement and sales system, and was completely independent of controlling shareholder in terms of business. The controlling shareholder and its other subsidiaries were not competitors of the Company in the same industry. 2. In terms of personnel: the Company had an independent workforce, and had established independent departments including the research and development department, production department, administration department, finance department, procurement department and sales department. The Company had also established a comprehensive management system with respect to labour, personnel and salary. Personnel of the Company were independent of the controlling shareholder. The Company’s Chairman was elected at the general meeting, while the general manager, deputy general manager, secretary to the Board, chief financial officer and other Senior Management members all worked at and received remuneration from the Company. They did not receive remuneration from related companies of the controlling shareholder, nor did they serve at any position therein other than a director or supervisor. The appointment of the Company’s Directors, Supervisors and Senior Management was conducted through legal procedures and in strict compliance with the relevant requirements of Company Law and the Articles of Association. None of the controlling shareholders interfered with the Company’s Board, or the appointment and dismissal decisions at general meetings. 3. In terms of assets: the title relationship between the Company and the controlling shareholder was clear, and the Company’s funds, assets and other resources were not illegally occupied or dominated by the controlling shareholder. The Company’s assets were complete, and possessed production equipment, auxiliary production equipment, patents and other assets that were in line with its production and operation scope. The Company had complete control and dominance over all assets. 4. In terms of organisations: the Board, Supervisory Committee, management and other internal organisations of the Company operated independently. Each functional department was completely separated from the controlling shareholder in terms of authority, personnel, etc. There was no subordinate relationship between the controlling shareholder and its functional departments, and the Company and its functional departments. The Company’s independence in terms of its production, operation and management was not affected by the controlling shareholder. 5. In terms of finance: the Company had its own finance department, accounting and auditing system and financial management system, and was able to make independent financial decisions, with a standardised financial accounting system and financial management system for subsidiaries. None of the controlling shareholders interfered with the Company’s finance and accounting activities. The Company had a separate account in a commercial bank and there was no sharing of bank accounts with the controlling shareholder. The Company reported on tax return and fulfilled its tax obligations independently in accordance with the law. 54 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance III. Competition in the industry Applicable Not applicable IV. Annual general meeting and extraordinary general meeting convened during the reporting period 1. General meetings during the reporting period Attendance rate Meeting Type of meeting of investors Convening date Disclosure date Resolutions of meeting 2023 first extraordinary Extraordinary general 21.96% 27 February 2023 28 February 2023 http://www.cninfo.com.cn general meeting meeting (announcement no.: 2023-010) 2023 first class meeting for holders of Class meeting 24.14% 27 February 2023 28 February 2023 http://www.cninfo.com.cn domestic-listed shares (announcement no.: 2023-010) 2023 first class meeting for holders of Class meeting 11.72% 27 February 2023 28 February 2023 http://www.cninfo.com.cn overseas-listed shares (announcement no.: 2023-010) 2023 second extraordinary general Extraordinary general 20.53% 8 May 2023 9 May 2023 http://www.cninfo.com.cn meeting meeting (announcement no.: 2023-043) 2022 annual general meeting Annual general meeting 21.60% 12 May 2023 13 May 2023 http://www.cninfo.com.cn (announcement no.: 2023-044) 2023 third extraordinary general Extraordinary general 20.06% 26 September 2023 27 September 2023 http://www.cninfo.com.cn meeting meeting (announcement no.: 2023-073) 2. Extraordinary general meeting requested by holders of the preference shares with voting right restored Applicable Not applicable 2023 ANNUAL REPORT 55 VI Corporate Governance V. Directors, Supervisors and Senior Management 1. General information Decrease Increase in in the Shareholding the number number at the of shares of shares Shareholding Date of the beginning of held during held during Other at the end Status of beginning of Date of the the period the period the period changes of the period Reason for Name Position Office Gender Age the term end of the term (shares) (shares) (shares) (shares) (shares) changes Chen Hongguo Chairman In office M 59 6 September 15 June 2025 31,080,044 0 0 6,000,000 25,080,044 Repurchase and 2001 cancellation of restricted shares General manager Resigned 15 June 2022 8 October 2023 Hu Changqing Vice chairman In office M 58 23 June 2018 15 June 2025 3,792,857 0 0 1,500,000 2,292,857 Repurchase and cancellation of restricted shares Li Xingchun Vice chairman In office M 58 11 June 2019 15 June 2025 5,000,000 0 0 1,500,000 3,500,000 Repurchase and cancellation of restricted shares Li Feng Director In office M 50 19 June 2020 15 June 2025 3,156,027 0 0 900,000 2,256,027 Repurchase and cancellation of restricted shares Deputy general 15 June 2022 15 June 2025 manager Li Weixian Director In office M 42 15 June 2022 15 June 2025 1,562,100 0 0 600,000 962,100 Repurchase and cancellation of restricted shares General manager 8 October 2023 15 June 2025 Deputy general Resigned 6 November 8 October 2023 manager 2019 Han Tingde Director In office M 55 11 June 2019 15 June 2025 0 0 0 0 0 N/A Li Chuanxuan Director In office M 46 11 June 2019 15 June 2025 0 0 0 0 0 N/A Li Zhihui Independent In office M 65 15 June 2022 15 June 2025 0 0 0 0 0 N/A Director Sun Jianfei Independent In office M 51 11 June 2019 15 June 2025 0 0 0 0 0 N/A Director Yin Meiqun Independent In office F 53 11 June 2019 15 June 2025 0 0 0 0 0 N/A Director Yang Biao Independent In office M 44 11 June 2019 15 June 2025 0 0 0 0 0 N/A Director Li Kang Supervisor In office F 42 27 July 2020 15 June 2025 149,300 0 0 0 149,300 N/A Chairman of the 15 June 2022 15 June 2025 Supervisory Committee Pan Ailing Supervisor In office F 59 11 June 2019 15 June 2025 0 0 0 0 0 N/A Zhang Hong Supervisor In office F 59 11 June 2019 15 June 2025 0 0 0 0 0 N/A Qiu Lanju Supervisor In office F 50 11 June 2019 15 June 2025 0 0 0 0 0 N/A Sang Ailing Supervisor In office F 45 19 April 2021 15 June 2025 0 0 0 0 0 N/A Li Xueqin Deputy general In office F 58 18 March 2003 15 June 2025 3,861,322 0 0 900,000 2,961,322 Repurchase and manager cancellation of restricted shares 56 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance V. Directors, Supervisors and Senior Management (Continued) 1. General information (Continued) Decrease Increase in in the Shareholding the number number at the of shares of shares Shareholding Date of the beginning of held during held during Other at the end Status of beginning of Date of the the period the period the period changes of the period Reason for Name Position Office Gender Age the term end of the term (shares) (shares) (shares) (shares) (shares) changes Li Zhenzhong Deputy general In office M 50 20 March 2011 15 June 2025 1,946,400 0 0 600,000 1,346,400 Repurchase and manager cancellation of restricted shares Li Mingtang Deputy general In office M 56 15 June 2022 15 June 2025 750,000 0 0 300,000 450,000 Repurchase and manager cancellation of restricted shares Ge Guangming Deputy general In office M 53 15 June 2022 15 June 2025 0 0 0 0 0 N/A manager Dong Lianming Financial controller In office M 49 12 October 2018 15 June 2025 859,600 0 40,000 300,000 519,600 Repurchase and cancellation of restricted shares and personal capital needs Yuan Xikun Secretary to the In office M 38 16 May 2018 15 June 2025 344,700 0 75,000 90,000 179,700 Repurchase and Board cancellation of restricted shares and personal capital needs Chu Hon Leung Company secretary In office M 41 11 June 2019 15 June 2025 0 0 0 0 0 N/A (Hong Kong) Total 52,502,350 0 115,000 12,690,000 39,697,350 During the reporting period, did any Director and Supervisor resign and was any member of the Senior Management dismissed during their term of office Yes No On 8 October 2023, Mr. Chen Hongguo resigned from his position as the general manager of the Company in order to better perform duties as the chairman and devote more energy to the strategic planning, development innovation and standardised governance of the Company, and strengthen the construction of the Board of the Company, and Mr. Li Weixian was appointed as the general manager of the Company. 2023 ANNUAL REPORT 57 VI Corporate Governance V. Directors, Supervisors and Senior Management (Continued) 1. General information (Continued) Changes of Directors, Supervisors and Senior Management of the Company Applicable Not applicable Name Position Type Date Reason Chen Hongguo General manager Resigned 8 October 2023 Resignation from his position as the general manager in order to better perform duties as the chairman and devote more energy to, among others, the strategic planning, development innovation and standardised governance of the Company. Li Weixian Deputy general Resigned 8 October 2023 Mr. Li Weixian was appointed as the general manager manager of the Company after the General manager Appointed 8 October 2023 consideration of the twelfth extraordinary meeting of the tenth session of the Board with his term of office commencing from the date of consideration and approval of the Board until the expiration of the tenth session of the Board. 58 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance V. Directors, Supervisors and Senior Management (Continued) 2. Employment Professional background, major working experiences and current duties at the Company of Directors, Supervisors and the Senior Management 1. Brief biographies of Directors (1) Brief biographies of executive Directors Mr. Chen Hongguo is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He is a senior economist and holds the titles including Nationwide Light Industry Top Ten Youth Experts ( ), Labour Medal on Enriching Shandong Province ( ), Excellent Entrepreneur of Shandong Province ( ), Nationwide May 1st Labor Medal ( ), Nationwide Excellent Entrepreneur ( ) and USA RISI CEO of the Year ( “ CEO ”). He is vice chairman of the China National Light Industry Council. He joined the Company in 1987 and had held positions including chief officer of manufacturing section, chief officer of branch factory, deputy general manager, general manager of the Company and the chairman of Wuhan Chenming. He is currently the chairman of Chenming Holdings, the chairman of the Company and a Party Committee Secretary. Mr. Chen Hongguo is the spouse of Ms. Li Xueqin, a deputy general manager of the Company. Mr. Hu Changqing is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He joined the Company in 1987. He had held various positions in the Company such as the chief of the technological reform department, the chief officer of branch factory, and the deputy general manager. He is currently a director of Chenming Holdings and a vice chairman of the Company. Mr. Li Xingchun holds a doctorate from School of Engineering Management and Engineering at Nanjing University and is a visiting professor of Shanghai Finance University. He has successively worked in Ctrip.com, Fuyou Securities Co., Ltd. ( ) and Western Development Holdings Co., Ltd., accumulating more than 30 years of experience in industry, securities, trust and other fields. He is currently the chairman of Leadbank Technology Ltd., the chairman of Zhejiang Kingland Pipeline and Technologies Co., Ltd., a vice chairman of Shanghai New Huangpu Industrial Group Co., Ltd., the chairman of Kunpeng Asset Management Co., Ltd., a director of Western Leadbank Fund Management Co., Ltd., an independent director of Huadian International Power Co., Ltd., and a vice chairman of the Company. Mr. Li Feng is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He joined the Company in 1992 and had held different positions including the chief officer of manufacturing section and assistant to the general manager of the Company, chairman, marketing director, deputy general manager and general manager of Wuhan Chenming. He is currently a director of Chenming Holdings, and an executive Director and deputy general manager of the Company. Mr. Li Feng is the younger brother of Ms. Li Xueqin, a deputy general manager of the Company. Mr. Li Weixian graduated with a postgraduate degree. He joined the Company in 2002 and served as the deputy manager of a sales company of the Company, manager of a sales company, general manager of Jiangsu district of a sales company, chairman of a household paper company, product general manager, deputy marketing director and marketing director of a sales company, a deputy general manager of the Group, and chairman of the financial division of a group. He is currently an executive Director and the general manager of the Company. 2023 ANNUAL REPORT 59 VI Corporate Governance V. Directors, Supervisors and Senior Management (Continued) 2. Employment (Continued) 1. Brief biographies of Directors (Continued) (2) Brief biographies of non-executive Directors Mr. Han Tingde graduated with a bachelor’s degree. He was the deputy general manager and the general manager of operational department of Jinan, Liaocheng and Linyi offices of Shandong Securities Co., Ltd., the deputy general manager and the general manager of operational department of Zibo and Jinan offices of Tiantong Securities Co., Ltd. in China, the general manager of each of the customer service department, the brokerage headquarters and the legal affairs department, as well as a deputy general manager of the retail headquarters of Zhongtai Securities Co., Ltd., etc. He is currently a non-executive Director of the Company. Mr. Li Chuanxuan holds a doctorate in law. He is a professor at Fudan University, Shanghai. From 2008 to 2012, he was a lecturer in the Law School of Fudan University. From 2012 to 2013, he was a visiting scholar of the Law School of Columbia University in the United States, focusing on the research on green finance laws and policies. He is currently the secretary general of the Environmental and Resources Protection Law Society of Shanghai Law Society ( ), the director of the Chinese Society of Environmental and Resources Law ( ), and an appraisal expert of environmental damage forensics in China. He has been selected into the Shanghai Pujiang Talent Programme. He has been in charge of and undertook over 10 national and provincial scientific research projects. Moreover, he has participated in the drafting of several laws and regulations of different legislatures including the Standing Committee of the National People’s Congress, the Ministry of Ecology and Environment and Shanghai National People’s Congress. He concurrently serves as a director of Jiangsu Guanlian New Material Technology Co., Ltd., and an independent director of Shanghai Liangxin Electrical Co., Ltd., and is currently a non-executive Director of the Company. (3) Brief biographies of independent non-executive Directors Mr. Li Zhihui holds a doctorate degree in economics, and is a professor and advisor to doctoral students. He currently serves as the head of the Institute of Finance, the School of Economics, Nankai University, a director of the China Society for Finance and Banking, a director of the China International Finance Society, a member of the China Financial Publishing House’s teaching material editorial committee and a visiting professor at Tianjin Foreign Studies University. He also serves as an independent director of Shandong Gold Futures Co., Ltd., a director of Henan Anyang Shangdu Rural Commercial Bank Co., Ltd., an independent director of Henan Yiyang Rural Commercial Bank Co. Ltd. and an external supervisor of Dezhou Bank Co., Ltd. He is currently an independent Director of the Company. 60 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance V. Directors, Supervisors and Senior Management (Continued) 2. Employment (Continued) 1. Brief biographies of Directors (Continued) (3) Brief biographies of independent non-executive Directors (Continued) Mr. Sun Jianfei holds a doctorate in finance, and is a professor. He was a lecturer at University of Nevada, Reno, and concurrently served as the consultant of hedge funds such as EP. From August 2010 to February 2017, he was an assistant professor at Antai College of Economics & Management, Shanghai Jiao Tong University. He was selected in the National Academic Leadership Talent Programme in Accounting (Standby List) ( ( ) ) organised by the Ministry of Finance, as well as the Shanghai Pujiang Talent Programme. From February 2017 to August 2020, he was a professor at the Institute for Social and Economic Research of Nanjing Audit University, and a part-time professor at Antai College of Economics & Management and Advanced Institute of Finance, Shanghai Jiao Tong University. He is currently an Associate professor of Shanghai Advanced Institute of Finance of Shanghai Jiao Tong University. He has concurrently served as an independent director of Central China Land Media Co., Ltd., Suzhou Thvow Technology Co., Ltd. and an independent director of Cubic Digital Technology Co., Ltd. He is currently an independent Director of the Company. Mr. Yang Biao holds a doctorate in law, and is currently a professor and advisor to doctoral students. He is current a professor of the School of Law of Sun Yat-sen University. He has concurrently served as an independent director of Guangdong Tianhe Agricultural Resources Co., Ltd., an independent director of Qiaoyi Logistics Co., Ltd., and a supervisor of Guangzhou Chuanwen Education Consulting Co., Ltd. He is currently an independent Director of the Company. Ms. Yin Meiqun holds a doctorate in accounting, and is a professor, an advisor to doctoral students, and a certified public accountant in China. She paid academic visits to Sweden, Finland, Denmark and the Iowa State University in the United States. From July 2007 to August 2021, she was a professor of Beijing International Studies University. She is currently a professor of China University of Political Science and Law. She has also served as a member of the 14th Chinese People’s Political Consultative Conference of Chaoyang District, Beijing, a managing director of China Business Accounting Institute, and a council member of the Accounting Society of China. She has concurrently served as an independent director of China Best Group Holding Limited. She is currently an independent Director of the Company. 2023 ANNUAL REPORT 61 VI Corporate Governance V. Directors, Supervisors and Senior Management (Continued) 2. Employment (Continued) 2. Brief biographies of Supervisors Ms. Li Kang is a member of the Communist Party of the PRC. She holds a bachelor’s degree. She joined the Company in 2001. She has successively served as the section chief, deputy minister, minister, and assistant to the general manager of the management section of purchasing department. She is currently a deputy financial controller of the Company and the chairman of the Supervisory Committee of the Company. Ms. Pan Ailing is a Ph.D. in Economics and holds a post-doctoral degree in Financial Management. She is currently a level-2 professor of the School of Management, an advisor to doctoral students, and the chief of the Investment and Financing Research Centre ( ) in Shandong University and a non-practising member of CICPA (Chinese Institute of Certified Public Accountants). She is also a council member of Shandong Comparative Management Association, a visiting scholar at University of Connecticut in the United States and a state-level candidate for the New Century Ten Million Talents Project ( “ ”). She is a specialist entitled to the State Council Special Allowance ( ), and a special expert of the Taishan Scholar. She is the chief expert of the Major Tender Projects of National Social and Science Fund ( ). She has finished various research projects at national and provincial level. She is also an independent director of Shandong Sunway Chemical Group Co., Ltd., Qingdao Rural Commercial Bank Co., Ltd. and Shandong Linglong Tire Co., Ltd. She is currently a Supervisor of the Company. Ms. Zhang Hong holds a doctoral degree in Economics, and is currently a professor and advisor to doctoral students at Shandong University, a non-practising member of the Chinese Institute of Certified Public Accountants, a director of China Association of International Trade, and the managing director of the Shandong Society of World Economics. She has concurrently served as an independent director of Hua Xia Bank Co., Limited, an independent director of Shandong Hi-speed Road & Bridge Group Co., Ltd., an independent director of Vosges Group Co., Ltd., and an independent director of Sinotruck Jinan Truck Co., Ltd. She is currently a Supervisor of the Company. Ms. Qiu Lanju graduated with a diploma. She joined the Company in 1995 and served as the deputy chief of the price audit section of the Company’s inspection department, the chief of the implementation section of the procurement department, the chief of the general management section of the procurement department, and the director of the procurement department. She is currently an employee representative Supervisor of the Company, responsible for the management of the human resources department. Ms. Sang Ailing holds a bachelor’s degree and is a member of the Communist Party of the PRC. She joined the Company in 2000 and served as the chief of the personnel management section of the marketing department of a sales company, the deputy director and director of the marketing department of a sales company, etc. She is currently a deputy director of the marketing department of the Company and an employee representative Supervisor of the Company. 62 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance V. Directors, Supervisors and Senior Management (Continued) 2. Employment (Continued) 3. Brief biographies of Senior Management Ms. Li Xueqin is a member of the Communist Party of the PRC. She holds a bachelor’s degree. She was successively awarded titles including “Model Worker in Shandong Province ( ), Model Worker in the Country ( ) and Nationwide May 1st Labour Medal ( )” and a deputy of the Tenth, Eleventh, Twelfth and Thirteenth National People’s Congress. She joined the Company in 1987 and had held the positions of the chief of audit department and deputy general manager of the Company. She has been a deputy general manager of the Company since March 2003. Ms. Li Xueqin is the spouse of Mr. Chen Hongguo, the chairman of the Company. Mr. Li Feng is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He joined the Company in 1992 and had held different positions including the chief officer of manufacturing section and assistant to the general manager of the Company, chairman, marketing director, deputy general manager and general manager of Wuhan Chenming. He is currently a director of Chenming Holdings, and an executive Director and deputy general manager of the Company. Mr. Li Feng is the younger brother of Ms. Li Xueqin, a deputy general manager of the Company. Mr. Li Weixian graduated with a postgraduate degree. He joined the Company in 2002 and served as a deputy manager of a sales company of the Company, manager of a sales company, general manager of Jiangsu district of a sales company, chairman of a household paper company, product general manager, deputy marketing director and marketing director of a sales company, the general manager of the Group, and chairman of the financial division of a group. He is currently an executive Director and the general manager of the Company. Mr. Li Zhenzhong is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He joined the Company in 1995 and had served as principal representative of the Shanghai management region of a sales company, sales manager of light weight coated culture paper products, general manager of culture paper products of a sales company. He is currently a deputy general manager of the Company. Mr. Li Mingtang is a member of the Communist Party of the PRC. He joined the Company in 2002 and had served as principal representative of the Jiangsu management region and Jinan branch of a sales company, assistant to general manager and general manager of a culture paper products company, and deputy general manager of a coated linerboard products company. He is currently a deputy general manager of the Company. 2023 ANNUAL REPORT 63 VI Corporate Governance V. Directors, Supervisors and Senior Management (Continued) 2. Employment (Continued) 3. Brief biographies of Senior Management (Continued) Mr. Ge Guangming is a member of the Communist Party of the PRC. He joined the Company in 1995 and had served as a deputy general project manager of the Company, deputy general manager of Jilin Chenming, assistant to general manager of the Company, and deputy general manager responsible for the Zhanjiang Chenming project and the Huanggang Chenming Pulp & Paper project. He is currently a deputy general manager of the Company. Mr. Dong Lianming is a member of the Communist Party of the PRC and an accountant. He holds a bachelor’s degree. He joined the Company in 1997 and had held positions as the chief of accounting and auditing section under the financial department of the Company, the deputy chief and chief of the financial department, chief accountant of Jiangxi Chenming, chief accountant of Shandong Chenming Panels and financial controller and deputy general manager of Zhanjiang Chenming. He is currently the financial controller of the Company. Mr. Yuan Xikun is a member of the Communist Party of the PRC. He holds a bachelor’s degree in management. He joined the Company in 2010 and had held positions as the accountant for consolidated financial statements in the financial department of the Company, manager of disclosure department, security affairs specialist and chief of the security investment section. He is currently the secretary to the Board of the Company. Mr. Chu Hon Leung is a lawyer. He obtained a bachelor’s degree in business from Macquarie University, Sydney, Australia, and a postgraduate diploma in law from The College of Law, London, England. He graduated from the City University of Hong Kong and obtained a diploma in Hong Kong law. He had been a lawyer in local and international law firms in Hong Kong and served and an internal consultant for leading Chinese asset management companies. He has been a practicing lawyer in Hong Kong since 2009 and currently works for Li & Partners. Employment at the shareholder of the Company Applicable Not applicable Receipt of any remuneration or allowance from Position at the Date of the the shareholder Name of shareholder shareholder of beginning of Date of the end of of the Company Name of employee of the Company the Company the term the term or not Chen Hongguo Chenming Holdings Chairman 22 September 2016 29 December 2026 No Company Limited Hu Changqing Chenming Holdings director 22 September 2016 29 December 2026 No Company Limited Li Xueqin Chenming Holdings director 22 September 2016 29 December 2026 No Company Limited Li Feng Chenming Holdings director 13 August 2021 29 December 2026 No Company Limited Explanation of the employment Nil at the shareholder of the Company 64 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance V. Directors, Supervisors and Senior Management (Continued) 2. Employment (Continued) 3. Brief biographies of Senior Management (Continued) Employment at other units Applicable Not applicable Receipt of any remuneration or Name of Date of the allowance from employee Name of other unit(s) Position at other unit(s) beginning of the term Date of the end of the term other units or not Li Chuanxuan Shanghai Liangxin Electrical Co., Ltd. Independent director 17 May 2023 14 September 2024 Yes Yang Biao Guangdong Tianhe Agricultural Resources Co., Ltd. Independent director 17 May 2018 16 May 2024 Yes Yang Biao Qiaoyi Logistics Co., Ltd. Independent director 31 March 2021 31 March 2024 Yes Yang Biao Dongguan Rural Commercial Bank Co., Ltd. External supervisor 1 October 2019 1 October 2025 Yes Sun Jianfei Nanya New Material Technology Co., Ltd. Independent director 4 August 2017 21 September 2023 Yes Sun Jianfei Suzhou Thvow Technology Co., Ltd. Independent director 8 May 2020 An announcement on resignation Yes was disclosed on 21 June 2023 Sun Jianfei Cubic Digital Technology Co., Ltd. Independent director 18 May 2021 18 May 2024 Yes Sun Jianfei Central China Land Media Co., Ltd. Independent director 19 May 2023 18 May 2026 Yes Yin Meiqun Shangqiu Dingfeng Wood Co., Ltd. Independent director 21 April 2021 20 April 2024 Yes Yin Meiqun China Best Group Holding Limited Independent director 1 December 2021 30 November 2024 Yes Li Xingchun Huadian International Power Co., Ltd. Independent director 30 June 2020 30 May 2026 Yes Li Xingchun Shanghai New Huangpu Industrial Group Co., Ltd. Vice chairman 9 August 2022 8 August 2025 No Li Xingchun Zhejiang Kingland Pipeline and Technologies Co., Ltd. Chairman 11 May 2023 28 December 2025 No Pan Ailing Shinva Medical Instrument Co., Ltd. Independent director 27 July 2020 25 July 2026 Yes Pan Ailing Qingdao Rural Commercial Bank Co., Ltd. Independent director 12 October 2022 28 May 2024 Yes Pan Ailing Shandong Linglong Tire Co., Ltd. Independent director 6 July 2022 5 July 2025 Yes Pan Ailing Shandong Sunway Chemical Group Co., Ltd. Independent director 15 May 2020 15 December 2023 Yes Zhang Hong Hua Xia Bank Co., Limited External supervisor 31 March 2022 Expiration of the eighth session of Yes the Supervisory Committee Zhang Hong Vosges Group Co., Ltd. Independent director 15 July 2019 15 July 2025 Yes Zhang Hong Sinotruck Jinan Truck Co., Ltd. Independent director 28 April 2020 11 May 2026 Yes Zhang Hong Cisen Pharmaceutical Co., Ltd. Independent director 8 December 2020 28 February 2024 Yes Zhang Hong Shandong Hi-speed Road & Bridge Group Co., Ltd. Independent director 23 April 2019 – Yes Sanctions against current Directors, Supervisors and Senior Management of the Company and those who resigned during the reporting period by securities regulatory authorities in the past three years Applicable Not applicable 2023 ANNUAL REPORT 65 VI Corporate Governance V. Directors, Supervisors and Senior Management (Continued) 3. Remuneration of Directors, Supervisors and Senior Management Decision process, basis for determining the remuneration and actual payment for the remuneration of Directors, Supervisors and the Senior Management (1) Determination basis for remuneration of Directors, Supervisors and the Senior Management: The annual remuneration of each of the executive Directors and the Senior Management of the Company was in the band of RMB0.20 million to RMB5.00 million and the specific amount for each of them was determined by the remuneration committee based on the main financial indicators and operation target completed by the Company, the scope of work and main responsibilities of the Directors and Senior Management of the Company, the target completion of the Directors and Senior Management as assessed by the duty and performance appraisal system, as well as business innovation capability and profit generation ability of the Directors and the Senior Management. The annual remuneration of Supervisors assuming specific managerial duties in the Company were determined by the general manager office of the Company based on specific managerial duties assumed by them. Fixed annual remuneration policy was adopted on external Supervisors who did not hold actual management positions in the Company. As approved at the 2022 first extraordinary general meeting of the Company, the Company paid each of the independent non-executive Directors and non-executive Directors of the Company allowance of RMB200,000 (before tax). The remuneration of external Supervisors amounted to RMB100,000 (before tax). The travel expenses for attending board meetings, supervisory meetings and general meetings of the Company and fees reasonably incurred in the performance of their duties under the Articles of Association by independent non-executive Directors, non-executive Directors and external supervisors are reimbursed as expensed. (2) Decision process for remuneration of Directors, Supervisors and Senior Management: In accordance with the relevant policies and regulations such as the Implementation Rules of the Remuneration and Assessment Committee under the Board, any remuneration plan for the Company’s executive Directors proposed by the remuneration and assessment committee shall be agreed on by the Board and then submitted to the general meeting for consideration and approval prior to implementation. Any proposal of remuneration distribution plan for the Senior Management officers of the Company shall be submitted to the Board for approval. The remuneration of independent non-executive Directors, non-executive Directors and external Supervisors of the Company shall be agreed on by the Board and then submitted to the general meeting for consideration and approval prior to implementation. (3) The remuneration and assessment committee, which was set up by the Board according to the resolution of the general meeting, is mainly responsible to formulate the standards of, carry out appraisal in respect of the non- independent Directors and Senior Management of the Company; formulate and examine the remuneration policy and scheme of the non-independent Directors and Senior Management of the Company, and accountable to the Board. 66 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance V. Directors, Supervisors and Senior Management (Continued) 3. Remuneration of Directors, Supervisors and Senior Management (Continued) Decision process, basis for determining the remuneration and actual payment for the remuneration of Directors, Supervisors and the Senior Management (Continued) Remuneration of Directors, Supervisors and Senior Management of the Company during the reporting period Unit: RMB’0,000 Receipt of Total remuneration remuneration from related before tax parties of the received from Company Name Position Gender Age Status the Company or not Chen Hongguo Chairman M 59 In office 317.42 No Hu Changqing Vice chairman M 58 In office 201.25 No Li Xingchun Vice chairman M 58 In office 420.00 Yes Li Feng Director and deputy general manager M 50 In office 144.38 No Li Weixian Director and general manager M 42 In office 232.96 No Han Tingde Director M 55 In office 20.00 No Li Chuanxuan Director M 46 In office 20.00 No Li Zhihui Independent Director M 65 In office 20.00 No Sun Jianfei Independent Director M 51 In office 20.00 No Yin Meiqun Independent Director F 53 In office 20.00 No Yang Biao Independent Director M 44 In office 20.00 No Li Kang Chairman of the Supervisory Committee F 42 In office 84.30 No Pan Ailing Supervisor F 59 In office 10.00 No Zhang Hong Supervisor F 59 In office 10.00 No Qiu Lanju Supervisor F 50 In office 75.03 No Sang Ailing Supervisor F 45 In office 22.09 No Li Xueqin Deputy general manager F 58 In office 169.67 No Li Zhenzhong Deputy general manager M 50 In office 135.77 No Li Mingtang Deputy general manager M 56 In office 87.27 No Ge Guangming Deputy general manager M 53 In office 130.35 No Dong Lianming Financial controller M 49 In office 145.66 No Yuan Xikun Secretary to the Board M 38 In office 55.52 No Chu Hon Leung Company secretary (Hong Kong) M 41 In office 0.00 No Total 2,361.67 Note: The total pre-tax remuneration received by Directors, Supervisors and the Senior Management from the Company is the remuneration during their tenure. Other explanation Applicable Not applicable 2023 ANNUAL REPORT 67 VI Corporate Governance VI. Performance of Directors during the reporting period 1. Board meetings during the reporting period Meeting Convening date Disclosure date Resolutions of meeting The sixth extraordinary meeting of 19 January 2023 20 January 2023 http://www.cninfo.com.cn the tenth session of the Board (announcement no.: 2023-003) The fourth meeting of the tenth 30 March 2023 31 March 2023 http://www.cninfo.com.cn session of the Board (announcement no.: 2023-016) The seventh extraordinary meeting 19 April 2023 20 April 2023 http://www.cninfo.com.cn of the tenth session of the Board (announcement no.: 2023-030) The fifth meeting of the tenth 28 April 2023 29 April 2023 http://www.cninfo.com.cn session of the Board (announcement no.: 2023-039) The eighth extraordinary meeting of 29 June 2023 30 June 2023 http://www.cninfo.com.cn the tenth session of the Board (announcement no.: 2023-046) The ninth extraordinary meeting of 17 July 2023 18 July 2023 http://www.cninfo.com.cn the tenth session of the Board (announcement no.: 2023-053) The sixth meeting of the tenth 30 August 2023 31 August 2023 http://www.cninfo.com.cn session of the Board (announcement no.: 2023-064) The tenth extraordinary meeting of 8 September 2023 9 September 2023 http://www.cninfo.com.cn the tenth session of the Board (announcement no.: 2023-067) The eleventh extraordinary meeting 20 September 2023 21 September 2023 http://www.cninfo.com.cn of the tenth session of the Board (announcement no.: 2023-071) The twelfth extraordinary meeting 8 October 2023 9 October 2023 http://www.cninfo.com.cn of the tenth session of the Board (announcement no.: 2023-074) The seventh meeting of the tenth 30 October 2023 N/A The Company’s 2023 Third session of the Board Quarterly Report was considered and approved. It was exempted from disclosure by resolution announcement. The thirteenth extraordinary 28 November 2023 29 November 2023 http://www.cninfo.com.cn meeting of the tenth session of (announcement no.: 2023-080) the Board 68 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance VI. Performance of Directors during the reporting period (Continued) 2. Attendance of Directors at Board meetings and general meetings Attendance of Directors at Board meetings and general meetings Number of attendance required for Board Absent from meetings Attendance Attendance Attendance Board during the at Board at Board at Board Absence meetings twice Attendance reporting meetings meetings by meetings from Board in a row at general Name of Directors period in person communication by proxy meetings (in person) meetings Chen Hongguo 12 0 12 0 0 No 0 Hu Changqing 12 0 12 0 0 No 6 Li Xingchun 12 0 12 0 0 No 6 Li Feng 12 0 12 0 0 No 5 Li Weixian 12 0 12 0 0 No 5 Han Tingde 12 0 12 0 0 No 6 Li Chuanxuan 12 0 12 0 0 No 6 Li Zhihui 12 0 12 0 0 No 6 Sun Jianfei 12 0 12 0 0 No 6 Yin Meiqun 12 0 12 0 0 No 6 Yang Biao 12 0 12 0 0 No 6 Explanation for absent from Board meetings twice in a row (in person) During the reporting period, none of the Directors was absent from Board meetings twice in a row (in person). 2023 ANNUAL REPORT 69 VI Corporate Governance VI. Performance of Directors during the reporting period (Continued) 3. Objections from Directors on related issues of the Company Were there any objections on related issues of the Company from Directors? Yes No There was no objection on related issues of the Company from Directors during the reporting period. 4. Other details about the performance of duties by Directors Were there any suggestions from Directors adopted by the Company? Yes No Explanation on the adoption or non-adoption with related suggestions from the Directors During the reporting period, all Directors of the Company performed their duties with integrity and diligence, and conducted works in strict compliance with relevant rules of the CSRC, Shenzhen Stock Exchange and Stock Exchange, as well as the Articles of Association, the Rules of Procedures of the Board of Directors, the Administrative Rules for Independent Directors and other systems. They actively attended the Board meetings, carefully reviewed various proposals, made scientific decisions and executed resolutions of the general meetings. Independent Directors of the Company maintained good communication with other Directors, Supervisors and senior management. They focused on the operation and financial conditions and legal person governance structure of the Company, and expressed their independent opinions on matters of the Company that have significant impacts on minority shareholders, including external guarantees, related party transactions, financial aids and change in general manager etc. They also enhanced their exchange with investors by attending general meetings and result announcement roadshows, thus actively safeguarding the legitimate rights of the Company and all shareholders, which is beneficial to the regulated operation and healthy development of the Company. 70 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance VII. Special committees under the Board during the reporting period Number of Name of the meeting Important opinion and Details of committee Member convened Convening date Details of the meeting advice Other performance of duty objection Audit Yin Meiqun, 4 30 March 2023 Reviewed Full Text Agreed to submit to the Communication with accountants Nil Committee Li Zhihui and and Summary of the Board for review on the independence, Sun Jianfei Company’s 2022 responsibilities, key audit Annual Report, the matters and important matters Company’s 2022 of the audit for 2022; review Financial Final of the 2022 audit report and Accounts Report, financial report, the reasons Proposal on the for making asset impairment Appointment of Auditor provision for 2022, asset for 2023 and Proposal scope and basis of provision, on Provision for and ensure the rationality Impairment of Assets and prudence of provision; in 2022 review of the professional competence, independence, investor protection ability, and audit fees of the 2023 auditor. 28 April 2023 Reviewed the 2023 First Agreed to submit to the Review of the 2023 first quarterly Nil Quarterly Report of the Board for review report of the Company. Company 30 August 2023 Reviewed the Full Text Agreed to submit to the Review of Capital Flows Between Nil and Summary of the Board for review Related Parties, external 2023 Interim Report guarantees and impairment of the Company and provision of the Company for the Proposal of Asset the first half of 2023, and the Impairment Provision 2023 interim report. for the First Half of 2023 30 October 2023 Reviewed the 2023 Third Agreed to submit to the Review of the 2023 third quarterly Nil Quarterly Report of the Board for review report of the Company; paying Company attention to reasons for the year-on-year decrease in profits. 2023 ANNUAL REPORT 71 VI Corporate Governance VII. Special committees under the Board during the reporting period (Continued) Number of Name of the meeting Important opinion and Details of committee Member convened Convening date Details of the meeting advice Other performance of duty objection Remuneration Yang Biao, Li 2 30 March 2023 Reviewed the Proposal Agreed to submit to the Review of the performance Nil and Xingchun and on Determination Board for review assessment on executive Assessment Sun Jianfei of Remuneration Directors and senior Committee of Directors, management and Supervisors Supervisors and Senior who assume specific Management for 2022 management positions in the Company, and determination of the remuneration of Directors, Supervisors and the Senior Management based on the operations of the Company in 2022. 17 July 2023 Reviewed the Proposal Agreed to submit to the Review of each of the items Nil on Failure Fulfilment Board for review under the 2020 Restricted of the Unlocking A Share Incentive Scheme Conditions for the including the performance Second Unlocking appraisal indicators at the Period under the 2020 company level, resignation Restricted A Share of employees, the list of Incentive Scheme participants who do not meet and Repurchase and the unlocking conditions, Cancellation of Certain number of shares repurchased Restricted Shares and cancelled, repurchase price and basis. Nomination Li Zhihui, Chen 1 8 October 2023 Reviewed the Proposal Agreed to submit to the Review of the reasons for Nil Committee Hongguo and on Change in General Board for review resignation of Mr. Chen Yin Meiqun Manager Hongguo, the former general manager, and the qualification, work experience and shareholding of Mr. Li Weixian, the candidate, to determine that he is capable to serve as senior management. 72 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance VIII. Performance of duties by the Supervisory Committee Were there any risks of the Company identified by the Supervisory Committee when performing its duties during the reporting period? Yes No None of those issues under the supervision was objected by the Supervisory Committee during the reporting period. IX. Personnel of the Company 1. Number of staff, specialty composition and education level Number of staff at the Company (person) as at the end of the reporting period 2,522 Number of staff at major subsidiaries (person) as at the end of the reporting period 7,341 Total number of staff (person) as at the end of the reporting period 10,604 Total number of staff receiving remuneration during the period (person) 10,604 Number of retired/resigned staff the Company and its major subsidiaries are required to compensate (person) 0 Specialty composition Number of people Category of specialty composition (person) Production staff 7,181 Sales staff 465 Technical staff 410 Financial staff 177 Administrative staff 1,198 Other staff 1,173 Total 10,604 Education level Number of people Category of education level (person) Postgraduate and above 23 Undergraduate 879 Post-secondary 2,253 Technical secondary and below 7,449 Total 10,604 2023 ANNUAL REPORT 73 VI Corporate Governance IX. Personnel of the Company (Continued) 2. Remuneration policies The remuneration of the employees of the Company includes their salaries, performance bonuses and other fringe benefits. Subject to the relevant laws and regulations, the Company adopts different standards of remuneration for different employees, which are determined based on their position, skill variety, performance, etc. with reference to the remuneration level in the labour market, the average level of salary in the society and the corporate reference line set by the government. The Company provides various benefits to the employees, including social insurance, housing allowance and paid leaves, etc. 3. Training programmes Adhering to the corporate spirit of “working hard and operating aggressively”, the Company has established comprehensive staff promotion and incentive mechanisms to enhance the enthusiasm and creativity of employees. The Company focuses on the cooperation with quality training institutions to introduce quality training programmes, especially focusing on improving the capability of middle-level and senior management in respect of learning, management and action. The Company deep dives into front-line of production to understand the true needs of employees for trainings, improve the operational skills of employees and enhance our core competitiveness. 4. Labour outsourcing Applicable Not applicable X. Profit distribution of the Company and conversion of capital reserves into share capital Formulation, implementation or adjustment of profit distribution policy, especially the cash dividend during the reporting period Applicable Not applicable The Company was profitable during the reporting period and the Parent Company’s profit available for distribution to shareholders was positive, but no cash dividend distribution plan was proposed Applicable Not applicable Profit distribution and conversion of capital reserves into share capital during the reporting period Applicable Not applicable The Company does not propose distribution of cash dividends or bonus shares for the year, and there will be no increase of share capital from reserves. 74 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance XI. Implementation of the equity incentive plan, employee shareholding plan or other employee incentive measures of the Company Applicable Not applicable 1. Equity incentives 1. On 30 March 2020, the Company convened the ninth extraordinary meeting of the ninth session of the Board, at which the Company considered and approved the Resolution in Relation to the 2020 Restricted Share Incentive Scheme of Shandong Chenming Paper Holdings Limited (Draft) and Its Summary and other resolutions. On the same date, the fourth extraordinary meeting of the ninth session of the Supervisory Committee of the Company considered and approved the above resolutions and verified the list of proposed participants of the incentive scheme. Independent Directors of the Company issued independent opinions on the incentive scheme. 2. On 3 April 2020, the Company announced the list of participants through the Company’s internal website for a period from 3 April 2020 to 12 April 2020. During the period, the Supervisory Committee of the Company and relevant departments did not receive any objection against the proposed participants. The Supervisory Committee verified the list of participants under the grant of the incentive scheme. 3. On 15 May 2020, the Company convened the 2020 second extraordinary general meeting, the 2020 first class meeting for holders of domestic-listed shares and the 2020 first class meeting for holders of overseas-listed shares, at which the Company considered and approved the Resolution in Relation to the 2020 Restricted Share Incentive Scheme of Shandong Chenming Paper Holdings Limited (Draft) and Its Summary and other resolutions. On 16 May 2020, the Company disclosed the Self-Examination Report for the Trading of Shares of the Company by Insiders and Participants of the 2020 Restricted A Share Incentive Scheme. 4. On 29 May 2020, the Company convened the tenth extraordinary meeting of ninth session of the Board and the fifth extraordinary meeting of the ninth session of the Supervisory Committee, at which the Company considered and approved the Resolution on the Matters Relating to Adjustments to the 2020 Restricted A Share Incentive Scheme of the Company and the Resolution in Relation to the Grant of Restricted Shares to the Participants, approving the issue of 79,600,000 restricted A shares to 111 participants at the price of RMB2.85 per share on 29 May 2020. 5. On 15 July 2020, the 79,600,000 restricted A shares granted to the participants were listed. 6. On 18 July 2022, the Company convened the second extraordinary meeting of the tenth session of the Board and the first extraordinary meeting of the tenth session of the Supervisory Committee, at which the Company considered and approved the Resolution on the Fulfilment of the Unlocking Conditions of the Restricted Shares Granted under the 2020 Restricted A Share Incentive Scheme during the First Unlocking Period and the Resolution on the Adjustment to the Repurchase Price of the 2020 Restricted A Share Incentive Scheme and Repurchase and Cancellation of Certain Restricted Shares. The independent Directors of the Company issued independent opinions to agree with such resolutions. 96 participants fulfilled the unlocking conditions for the first unlocking period under the 2020 Restricted A Share Incentive Scheme with 29,948,000 restricted shares being eligible for unlocking. 15 participants had resigned, had changed duty, and had removed from office, which failed to comply with the unlocking conditions. The total number of restricted shares that have been granted to and held by the participants and have not yet been unlocked is 4,466,000, with a repurchase price of RMB2.5184172 per share (excluding the bank loan interest rate for the same term). On 27 July 2022, 29,948,000 restricted A shares that were unlocked were listed for trading. On 18 October 2022, the Company completed the procedures for the repurchase and cancellation of 4,466,000 restricted A shares with the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. 2023 ANNUAL REPORT 75 VI Corporate Governance XI. Implementation of the equity incentive plan, employee shareholding plan or other employee incentive measures of the Company (Continued) 1. Equity incentives (Continued) 7. On 17 July 2023, the Company convened the ninth extraordinary meeting of the tenth session of the Board and the fifth extraordinary meeting of the tenth session of the Supervisory Committee, at which the Resolution on the Failure Fulfilment of the Unlocking Conditions for the Second Unlocking Period under the 2020 Restricted A Share Incentive Scheme and Repurchase and Cancellation of Certain Restricted Shares was considered and approved. The results for 2022 of the Company failed to pass the performance appraisal targets at company level set for the second unlocking period. Meanwhile, 5 participants lost their incentive qualification due to their resignation. The Board of the Company repurchased and cancelled 22,929,000 restricted A shares which had been granted to participants but not yet unlocked for the second unlocking period at a repurchase price of RMB2.5184172 per share (excluding the bank loan interest rate for the same term). On 20 November 2023, the Company completed the repurchase and cancellation procedures of the 22,929,000 restricted A shares at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. Equity incentives granted to Directors and the Senior Management of the Company Applicable Not applicable Unit: share Number Exercise Number of newly price of of newly Number granted Number Number the shares Number Market Number Number granted Number of share share of shares of shares exercised of share price at the of restricted of unlocked restricted of restricted options held options exercisable exercised during the options end of the shares held shares shares Grant price shares at the during the during the during the reporting held at reporting at the during the during the of restricted held at the beginning of reporting reporting reporting period the end of period beginning current reporting shares end of the Name Position the period period period period (RMB/share) the period (RMB/share) of the period period period (RMB/share) period Chen Hongguo Chairman 0 0 0 0 0 0 3.88 12,000,000 0 0 2.85 6,000,000 Hu Changqing Vice chairman 0 0 0 0 0 0 3.88 3,000,000 0 0 2.85 1,500,000 Li Xingchun Vice chairman 0 0 0 0 0 0 3.88 3,000,000 0 0 2.85 1,500,000 Li Feng Director and 0 0 0 0 0 0 3.88 1,800,000 0 0 2.85 900,000 deputy general manager Li Weixian Director and 0 0 0 0 0 0 3.88 1,200,000 0 0 2.85 600,000 general manager Li Xueqin Deputy general 0 0 0 0 0 0 3.88 1,800,000 0 0 2.85 900,000 manager Li Zhenzhong Deputy general 0 0 0 0 0 0 3.88 1,200,000 0 0 2.85 600,000 manager Li Mingtang Deputy general 0 0 0 0 0 0 3.88 600,000 0 0 2.85 300,000 manager Dong Lianming Financial 0 0 0 0 0 0 3.88 600,000 0 0 2.85 300,000 controller Yuan Xikun Secretary to the 0 0 0 0 0 0 3.88 180,000 0 0 2.85 90,000 Board Total 0 0 0 0 0 25,380,000 0 0 12,690,000 Remarks (if any) The 2022 annual result of the Company failed to pass the performance appraisal targets at company level set for the second unlocking period. Pursuant to the 2020 Restricted A Share Incentive Scheme (Draft) of the Company, the restricted shares held by participants under the second unlocking period shall be repurchased and cancelled. In particular, the number of shares for Directors, Supervisors and Senior Management of the Company repurchased and cancelled was 12,690,000 during the reporting period. 76 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance XI. Implementation of the equity incentive plan, employee shareholding plan or other employee incentive measures of the Company (Continued) 1. Equity incentives (Continued) Assessment and incentive mechanism for the Senior Management The Senior Management of the Company is assessed on monthly and annually basis. Monthly assessments were conducted in line with the direction of the annual major tasks, and were focused on appraisals of two fixed indicators, namely the completion status of each month and the evaluation on important performance indicators. It was carried out monthly by way of cross assessment and supervision among the related departments. The annual assessments were carried out by the Remuneration and Assessment Committee with reference to the results of monthly assessments and overall performances during the year, including the integrated quality of Senior Management and internal training of talents. 2. Implementation of employee shareholding plans Applicable Not applicable 3. Other employee incentive measures Applicable Not applicable 2023 ANNUAL REPORT 77 VI Corporate Governance XII. Construction and implementation of internal control system during the reporting period 1. Construction and implementation of internal control system During the reporting period, in accordance with the Basic Internal Control Norms for Enterprises and its supporting guidelines, taking internal and external environment, internal organisation and management requirements into account, the Company updated and improved its internal control system in a timely manner, comprehensively reviewed and revised the daily work and business flows and internal control systems of each department and business segment of the Company, supplemented and revised the relevant content of the Internal Control Management Manual, and established a scientifically designed, concise and applicable internal control system with effective operation. The internal control of the Company was able to cover the main aspects of the Company’s operation and management, and there were no major omissions. The units, businesses and events included in the evaluation scope and high-risk areas covered the main aspects of the Company’s operation and management, and there were no major omissions. The design of the internal control system of the Company was sound and reasonable. The implementation of internal controls was effective and there were no major omissions. Through the operation, analysis and evaluation of the internal control system, the Company effectively prevented risks in operation and management and promoted the realisation of internal control objectives. 2. Particulars of material deficiencies in internal control detected during the reporting period Yes No XIII. The Company’s management and control of subsidiaries during the reporting period Issue encountered Integration during Implemented Solution Follow-up Name of the company Integration plan progress integration solution progress solution Jiangxi Chenming Port In April 2023, Jiangxi Chenming, a Completed Nil N/A N/A N/A Co., Ltd. subsidiary, acquired equity interest in Jiangxi Port, which is included in the scope of consolidation. The principal activities of Jiangxi Chenming Port is goods loading and transportation at wharf. In order to revitalise Jiangxi Port and enhance economic benefits to the Company, Jiangxi Chenming has contracted the businesses of Jiangxi Port to Jiangxi Yirong Investment Co., Ltd. for 5 years, and receives fixed contracting fees of RMB4.00 million per year on quarterly basis. 78 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance XIV. Assessment report on internal control or auditor’s report on internal control 1. Assessment report on internal controls Date of disclosure of assessment report on internal controls 29 March 2024 Index of assessment report on internal controls disclosure http://www.cninfo.com.cn Percentage of total assets included in assessment to total assets in consolidated financial statements of the Company 99.70% Percentage of revenue included in assessment to revenue in consolidated financial statements of the Company 99.40% Basis for identifying deficiencies Type Financial reporting Type Qualitative criteria Indicators of material deficiencies in the internal control of Indicators of material deficiencies in the internal control of financial reporting include: ineffective control environment, non-financial reporting include: major failure as a result material loss to and adverse impact on the Company as a of the decision making process; lack of control system or result of misconduct by Directors, Supervisors and Senior occurrence of systematic failure in principal activities and Management; material misstatement of non-exceptional lack of effective compensation control, high turnover rate incidents; ineffectiveness in supervision of internal control of mid to senior level management and senior technical of the Company by the Board, or its delegated authorities, staff; failure to address the findings of internal control and the internal audit department. assessment, in particular material deficiencies; and other Indicators of major deficiencies in internal control of factors which impose material adverse impact on the financial reporting include: failure in selecting and Company. applying accounting policies in accordance with Indicators of major deficiencies in internal control of non- generally accepted accounting principles; failure to financial reporting include: general failure as a result of the establish procedures and control measures to prevent decision-making process; deficiencies in major business corrupt practices; failure to establish corresponding procedure or system; high turnover rate of key staff; failure control mechanism for the accounting of unusual or to address the findings of internal control assessment, special transactions or failure to implement or set up in particular major deficiencies; and other factors which the corresponding compensation control; failure to impose great adverse impact to the Company. reasonably ensure the truthfulness and accuracy in the Indicators of general deficiencies in internal control of non- preparation of financial statement, as a result of one or financial reporting include: low efficiency of decision- more deficiencies in the control of financial reporting as of making process; deficiencies in general business procedure the end of the period. or system; high turnover rate of employees; and failure to General deficiencies: other deficiencies in internal control rectify general deficiencies. that do not constitute material or major deficiencies. Quantitative criteria General deficiencies: deviation of less than or equal to 0.1% General deficiencies: quantitative criterion (financial loss) from the target of accounting error/the total revenue; less than RMB5,000,000; major deficiencies: quantitative Major deficiencies: deviation of 0.1% – 0.5% from the criterion (financial loss) between RMB5,000,000 and target of accounting error/the total revenue; material RMB20,000,000; material deficiencies: quantitative criterion deficiencies: deviation greater than 0.5%. (financial loss) over RMB20,000,000. Number of material deficiencies in financial reporting 0 Number of material deficiencies in non-financial reporting 0 Number of major deficiencies in financial reporting 0 Number of major deficiencies in non-financial reporting 0 2023 ANNUAL REPORT 79 VI Corporate Governance XIV. Assessment report on internal control or auditor’s report on internal control (Continued) 2. Auditor’s report on internal control Applicable Not applicable Auditor’s opinion contained in the auditor’s report on internal control We are of the opinion that Shandong Paper Company had in all material aspects maintained effective internal control over the financial statements in accordance with the Basic Internal Control Norms for Enterprises as of 31 December 2023. Disclosure of auditor’s report on internal control Disclosed Date of disclosure of auditor’s report on internal control 29 March 2024 Index of auditor’s report on internal control disclosure http://www.cninfo.com.cn Type of opinion in auditor’s report on internal control Standard and unqualified opinion Material deficiencies in non-financial reporting No Any opinions of non-standardisation set out in the auditor’s report on internal control issued by accountants Yes No Auditor’s report on internal control issued by accountants was in line with Directors’ opinions contained in self- assessment report Yes No XV. Rectification of problems found in self-inspection under the special initiative on corporate governance of the listed company Not applicable XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (i) Compliance with the Code on Corporate Governance The Company maintained high standards of corporate governance through various internal controls. The Board reviewed the corporate governance practices of the Company from time to time to enhance the corporate governance standards of the Company. Save for the details set out in III. Board and XVII. Communications with shareholders in this section, the Company had fully complied with all the principles and code provisions of the Code on Corporate Governance as set out in Appendix C1 to the Hong Kong Listing Rules during the reporting period. 80 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (ii) Securities transactions by Directors The Directors of the Company confirmed that the Company had adopted the Model Code for Securities Transactions by Directors of Listed Companies as set out in Appendix C3 to the Hong Kong Listing Rules. Having made adequate enquiries with all Directors and Supervisors of the Company, the Company was not aware of any information that reasonably suggested that the Directors and Supervisors had not complied with the requirements as stipulated in this code during the reporting period. (iii) Board The members of the Board of the Company are elected at the general meeting and held accountable to the general meeting, and shall exercise the following functions and powers: (1) to be responsible for convening the general meeting and to report on its work to the general meeting; (2) to carry out the resolutions of general meetings; (3) to decide on the business plans and investment proposals of the Company; (4) to formulate the proposed annual financial budget and final accounts of the Company; (5) to formulate the plan for profit distribution and the plan making up losses of the Company; (6) to formulate plans for the increase or reduction in the registered capital of the Company and for the issue and listing of Company’s debentures or other securities; (7) to draft plans for material acquisition and repurchase of the Company’s ordinary shares; (8) to draft plans for the merger, division or dissolution or the change of formation of the Company; (9) to decide on external investment, acquisition and disposal of assets, pledge of assets, matter in relation to external guarantee, entrusted wealth management, connected transactions, etc. within the scope of mandate of the general meeting; (10) to decide on the establishment of the Company’s internal management organisation; (11) to employ or dismiss the manager or secretary to the Board of the Company; to employ or dismiss the Senior Management, such as the deputy general manager(s) and personnel in charge of financial affairs, as proposed by the general manager; and to decide on their remuneration and rewards and punishments; (12) to formulate the basic management system of the Company; (13) to formulate proposals for amending the Articles of Association; (14) to administrate matter related to information disclosure of the Company; (15) to propose to the general meeting for the engagement or replacement of accounting firm performing audit for the Company; (16) to review work reports from managers of the Company and to inspect on their work; (17) to exercise the functions and powers as conferred upon by the Articles of Association or the general meeting. As regards its corporate governance functions, the Board is responsible for: (1) formulating, reviewing and making recommendations on the Company’s corporate governance policies and practices; (2) reviewing and monitoring the training and continuous professional development of the Directors and Senior Management of the Company; (3) reviewing and monitoring the Company’s policies and practices on compliance with legal and regulatory requirements; (4) formulating, reviewing and monitoring the code of conduct and compliance manual applicable to employees and Directors of the Company; and (5) reviewing the Company’s compliance with the Code on Corporate Governance and disclosure in the Corporate Governance Report. During the reporting period, the Board had performed the above duties. 2023 ANNUAL REPORT 81 VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (iii) Board (Continued) The Board comprised five executive Directors: Chen Hongguo (Chairman), Hu Changqing, Li Xingchun, Li Feng and Li Weixian; two non-executive Directors: Han Tingde and Li Chuanxuan; and four independent non-executive Directors: Li Zhihui, Sun Jianfei, Yin Meiqun and Yang Biao. Please refer to part V of this section for their brief biographies. The management of the Company regularly report to the Board on the Company’s operations and material matters based on the Company’s business situation. The Board of the Company is responsible for leading and monitoring the Company, and is wholly responsible for the administration and supervision of the Company’s businesses to facilitate its success. The Executive Director or the Senior Management is authorised to be responsible for the various divisions and functions and management of the processing. Directors of the Company shall act objectively and make decisions in the interests of the Company. The management and the Senior Management of the Company held regular meetings with the Board to discuss the ordinary business operations and performance of the Company, and carried out the relevant decisions of the Board. The management and the Senior Management of the Company have to get prior approval from, among others, the Board, before they make any decision or enter into any commitment on behalf of the Company. The Company will arrange independent legal advice upon the request from the Directors or any committees of the Board, if the Board or any committees of the Board consider it necessary to seek for independent professional advice. Pursuant to Code C.1.8 of the code provisions, the Company should arrange appropriate insurance cover in respect of legal action against its Directors. During the reporting period, the Company arranged director liability insurance for Directors to safeguard the rights and interests of Directors to perform their duties in compliance. During the reporting period, the Board held 12 meetings, 4 of which were regular meetings and 8 were extraordinary meetings. None of the Directors were absent from any Board meetings. Attendance at the relevant meetings (attention required/attended) Remuneration Strategic and and Sustainable Audit Nomination Assessment Development Board Committee Committee Committee Committee General Name Position meetings meetings meetings meetings meetings meetings I. Executive Directors Chen Hongguo Chairman 12/12 N/A 1/1 N/A N/A 6/0 Hu Changqing Vice chairman 12/12 N/A N/A N/A N/A 6/6 Li Xingchun Vice chairman 12/12 N/A N/A 2/2 N/A 6/6 Li Feng Executive Director 12/12 N/A N/A N/A N/A 6/5 Li Weixian Executive Director 12/12 N/A N/A N/A N/A 6/5 II. Non-executive Directors Li Chuanxuan Director 12/12 N/A N/A N/A N/A 6/6 Han Tingde Director 12/12 N/A N/A N/A N/A 6/6 III. Independent non-executive Directors Li Zhihui Independent Director 12/12 4/4 1/1 N/A N/A 6/6 Sun Jianfei Independent Director 12/12 4/4 N/A 2/2 N/A 6/6 Yin Meiqun Independent Director 12/12 4/4 1/1 N/A N/A 6/6 Yang Biao Independent Director 12/12 N/A N/A 2/2 N/A 6/6 82 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (iii) Board (Continued) Save for those disclosed in the brief profile of Directors of the Company in this Report, none of the members of the Board had any financial, business, family relations or material connections with each other. According to Article 197 of the Articles of Association, Board meetings shall be notified to all the Directors and Supervisors in writing ten (10) days in prior, and there was no objection from any director to a shorter notice period. Therefore, the Board held 4 regular meetings during the year, each by giving a 10-day notice in advance to ensure that all Directors could participate in discussions of matters in the agenda, and could make timely and prompt decisions on transactions that are material to the Group’s business. Reasonable prior notification was given for the other meetings of the Board to ensure all Directors could take time to attend. The Board will use its best endeavours to comply with the requirements of the code provisions. All Directors had access to opinions and services of the secretary to the Board to ensure the procedures governing the Board and all applicable regulations and rules were complied with. Directors’ training and professional development All newly appointed Directors are provided with necessary orientation information, with an aim to ensure that they will have a better understanding of operations and business of the Company as well as relevant laws and regulations and obligations under the Listing Rules. Directors and Supervisors of the Company were arranged by the Company to attend training courses 2023 for directors and supervisors held by China Securities Regulatory Commission, Shandong; and, briefing paper in respect of amendments to Hong Kong Listing Rules prepared by Advisor to Hong Kong Law of the Company was distributed to all Directors and Supervisors, the above of which were to ensure all Directors and Supervisors to comply with relevant laws and sound corporate governance practice, and enhance their awareness of sound corporate governance practice. (iv) Chairman and general manager Mr. Chen Hongguo is the Chairman of the Company and Mr. Li Weixian is the general manager of the Company. Please refer to part V of this section for his brief biographies. According to the Articles of Association of the Company, the chairman shall exercise the following powers: (1) presiding over general meetings, and convening and presiding over Board meetings; (2) supervising and inspecting the implementation of the resolutions of the Board; (3) signing the shares, the securities and bonds issued by the Company; (4) signing important documents of the Board and other documents which are required to be signed by legal representative of the Company; (5) performing the powers of a legal representative; (6) nominating candidates for general manager for the Board; (7) exercising the special right to operate the Company in accordance with the laws and acting for the benefits of the Company in the event of emergency situation as a result of act of God or natural disaster, and reporting to the Board meetings and general meeting afterwards; and (8) exercising other powers authorised by the Board. 2023 ANNUAL REPORT 83 VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (iv) Chairman and general manager (Continued) The general manager of the Company exercises the duties of a chief executive officer. The general manager shall exercise the following powers: (1) in charge of the operation and management of the Company, and organising the implementation of the resolutions of the Board; (2) organising the implementation of the Company’s annual business plans and investment plans; (3) drafting plans for the establishment of the internal organisational structure of the Company; (4) drafting the basic management system of the Company; (5) formulating specific rules and regulations for the Company; (6) proposing the appointment or dismissal of the deputy general manager and chief financial officer; (7) appointing or dismissing management personnel other than those required to be appointed or dismissed by the Board; (8) proposing the wages, welfare, rewards, and penalties of staff and to decide the appointment or dismissal of staff of the Company; (9) proposing the convening of extraordinary meeting of the Board; and (10) exercising other powers conferred by the Articles of Association of the Company and the Board. (v) Independent non-executive Directors There are four independent non-executive Directors in the Board, which is in compliance with the minimum requirement of the number of independent non-executive directors set out in the Hong Kong Listing Rules. Yin Meiqun and Sun Jianfei, the independent non-executive Directors of the Company, have appropriate accounting or related financial management expertise, which is compliance with the requirement of Rule 3.10 of the Hong Kong Listing Rules. Please refer to part V of this section for their brief biographies. The Company has received from each of the independent non-executive Directors a confirmation of independence for the year pursuant to Rule 3.13 of the Hong Kong Listing Rules and considered all of the independent non-executive Directors to be independent during the year. (vi) Terms of Directors According to the Articles of Association of the Company, all Directors, including non-executive Directors, have been elected at the general meetings with a term of three years from June 2022 to June 2025. They may be re-elected for another term upon expiry of tenure. The term of office of independent non-executive Directors is the same as that of other Directors. They may be re-elected for consecutive terms, but the consecutive terms shall not be more than six years. (vii) Directors’ responsibility for the financial statements The Directors acknowledged their responsibility to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company. The Directors believed that the Company had adopted and applied consistently appropriate accounting policies in preparing the financial statements in compliance with all related accounting standards. 84 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (viii) Board committees Pursuant to Code on Corporate Governance, the Board has established four committees, namely, Audit Committee, Remuneration and Assessment Committee, Strategy and Sustainable Development Committee and Nomination Committee, for overseeing particular aspects of the Company’s affairs. Each Board Committee has its own defined written terms of reference. The written terms of reference of each Board Committee are published on websites of stock exchange and the Company. Save for requirements of Code on Corporate Governance, the Company also set up Strategy and Sustainable Development Committee, for overseeing and studying long-term strategic development plan of the Company and making recommendations. (ix) Audit Committee The Audit Committee of the Company comprises three members, including Yin Meiqun (as the chairman), Li Zhihui and Sun Jianfei, all of whom are independent non-executive Directors. The primary duties of the Audit Committee are serving as a communication media between internal and external audit and the related review and supervision. Yin Meiqun and Sun Jianfei have appropriate professional qualifications or appropriate accounting or related financial management expertise, which is in compliance with the requirement of the Hong Kong Listing Rules. The primary duties of the Audit Committee of the Company are: (1) supervising and evaluating the work of the external auditor; (2) supervising and evaluating the internal audit; (3) reviewing the financial reports of the Company and express opinions on them; (4) supervising and evaluating the internal control of the Company; (5) coordinating the communication between management, internal audit department and relevant departments and external audit; (6) dealing with other matters as delegated by the Board and other matters involved in laws and regulations and the regulations of Shenzhen Stock Exchange. The Audit Committee discussed with the management of the Company the accounting standards and practices adopted by the Group and discussed and reviewed this report, including the review of the financial statements of the Group for the year ended 31 December 2023 prepared in accordance with China Accounting Standards for Business Enterprises. Particulars of the meetings held by the Audit Committee during the reporting period are detailed in part VII of this section. Risk Management and Internal Control The Board is responsible for the risk management and internal control systems and reviewing their effectiveness. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable but not absolute assurance against material misstatement or loss. The Audit Committee (on behalf of the Board) oversees management in the design, implementation and monitoring of the risk management and internal control systems, and the Audit Committee reviews the adequacy and effectiveness of the risk management and internal control systems at least once a year. The management has provided confirmation to the Audit Committee (and the Board) on the adequacy and effectiveness of these systems for the year ended 31 December 2023. The Audit Committee (as well as the Board) was satisfied with the adequacy and effectiveness of the related systems. 2023 ANNUAL REPORT 85 VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (ix) Audit Committee (Continued) Risk Management and Internal Control (Continued) In respect of internal control system, procedures have been designed for safeguarding assets against unauthorised use or disposition, ensuring the maintenance of proper accounting records for the provision of reliable financial information for internal use or for publication, and ensuring compliance of applicable laws, rules and regulations. (x) Remuneration and Assessment Committee The Remuneration and Assessment Committee of the Company comprises three members, including Yang Biao (as the chairman), Li Xingchun and Sun Jianfei. Two of them, including the chairman, are independent non-executive Directors, which is in compliance with Code on Corporate Governance Practices. The Remuneration and Assessment Committee is primarily responsible for formulating the criteria of appraisal of the Directors and managers and conducting the appraisal, and studying and formulating the remuneration policy and package of the Directors and the Senior Management of the Company. The Remuneration and Assessment Committee is accountable to the Board. The primary duties of the Remuneration and Assessment Committee of the Company are: (1) formulating the remuneration plan or package based on the major scope of work, duties and importance of the Directors and the management and the remuneration level of other counterparts; (2) formulating the remuneration plan or package which mainly includes but not limited to standards, procedures and a system for performance appraisals as well as major plans and a system for rewards and sanctions; (3) examining the performance of the Directors, excluding the independent non-executive Directors, and the Senior Management and conduct annual performance appraisals for them; (4) supervising the implementation of the remuneration policy of the Company; and (5) dealing with other matters as delegated by the Board. Particulars of the meetings held by the Remuneration and Assessment Committee during the reporting period are detailed in part VII of this section. (xi) Nomination Committee The Nomination Committee of the Company comprises three members, including Li Zhihui (as the chairman), Chen Hongguo and Yin Meiqun. Two of them, including the chairman, are independent non-executive Directors, which is in compliance with Code on Corporate Governance Practices. The Nomination Committee is primarily responsible for selecting candidates for directors and the management of the Company, determining the selection criteria and procedure and making recommendations. 86 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (xi) Nomination Committee (Continued) The primary duties of the Nomination Committee are (1) advising the Board on the size and composition of the Board in light of the Company’s operating activities, asset scale and shareholding structure; (2) studying the selection criteria and procedure for Directors and the management and advising the Board on the same; (3) extensively identifying qualified candidates for Directors and the management; (4) examining candidates for Director and the management and advising on the same; (5) examining other Senior Management staff pending referral to the Board for decision on their employment and advising on the same; (6) advising to the Board on appointment and re-appointment of directors and on skills, knowledge, experience, background, gender and other characteristics required in serving as a director taking into consideration diversity, balance and efficiency of the Board and benefits thereto; (7) reviewing the Board diversity policy, revising thereon in a timely manner and making relevant disclosure in the corporate governance report in the corresponding annual report; and (8) dealing with other matters as delegated by the Board. During the reporting period, the Nomination Committee studied matters in relation to the change in general manager. Upon acceptance of nomination by the nominated person, the Nomination Committee performed qualification review on preliminary candidates by holding meetings, review criteria include the academic qualifications, relevant experience and specialised skills of the preliminary candidates. Prior to the appointment of new general manager, the Nomination Committee submitted recommendations and relevant materials of the candidates for the new general manager. Particulars of the meetings held by the Nomination Committee during the reporting period are detailed in part VII of this section. (xii) Strategy and Sustainable Development Committee The Company set up a Strategy and Sustainable Development Committee which comprised three members, including Chen Hongguo (as the chairman), Hu Changqing and Yang Biao. The Strategy and Sustainable Development Committee is primarily responsible for studying the long-term strategic development, major investments, sustainable development and ESG works of the Company and making recommendations. The primary duties of the Strategy and Sustainable Development Committee are (1) conducting research and submitting proposals regarding the long term development strategic plan; (2) conducting research and submitting proposals regarding the financing plans for major investments which require approval from the Board as stipulated in the Articles of Association of the Company; (3) conducting research and submitting proposals regarding major capital operations and assets operation projects which require approval from the Board as stipulated in the Articles of Association of the Company; (4) supervising the Company and its subsidiaries to operate in compliance with the national and local directions, policies, laws and regulations in respect of sustainable development; (5) making recommendation to the Board in respect of material matters on sustainable development and ESG of the Company; (6) guiding sustainable development and ESG works, studying ESG-related planning, objectives, systems and material matters of the Company, reviewing ESG-related reports and providing consultation recommendations to the Board; (7) conducting supervision and inspection on the execution of ESG works, and providing guidance and opinions in due course; (8) conducting research and submitting proposals regarding other material matters that may affect the development of the Company; (9) carrying out examination on the implementation of the above matters; (10) dealing with other matters as delegated by the Board. During the reporting period, the Strategic Committee was renamed as the Strategy and Sustainable Development Committee. The Company has formulated the Implementation Rules of the Strategy and Sustainable Development Committee, thereby guiding sustainable development and ESG works and conducting supervision and inspection on the execution of ESG works to ensure compliance operation of the Company in respect of environmental, social and governance matters. 2023 ANNUAL REPORT 87 VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (xiii) Auditor On 18 June 2021, the Company convened the 2020 annual general meeting, and considered and approved the Resolution in relation to the Appointment of the Auditor for 2021, and continued to engage Grant Thornton (Special General Partnership) as the domestic auditor of the Company for 2021 and be responsible for domestic auditing of the Company for 2021. On 11 May 2022, the Company convened the 2021 annual general meeting, and considered and approved the Resolution in relation to the Appointment of the Auditor for 2022, and continued to engage Grant Thornton (Special General Partnership) as the domestic auditor of the Company for 2022 and be responsible for domestic auditing of the Company for 2022. On 12 May 2023, the Company convened the 2022 annual general meeting, and considered and approved the Resolution in relation to the Appointment of the Auditor for 2023, and continued to engage Grant Thornton (Special General Partnership) as the domestic auditor of the Company for 2023 and be responsible for domestic auditing of the Company for 2023. (xiv) Remuneration for the Auditor The financial statements for 2023 prepared in accordance with Accounting Standards for Business Enterprises by the Group were audited by Grant Thornton (Special General Partnership). In 2023, the Company paid the auditor a total of RMB2.5 million (tax inclusive; tax exclusive amount: RMB2.3585 million) in respect of financial statements audit for 2022 and a total of RMB0.8 million (tax inclusive; tax exclusive amount: RMB0.7547 million) in respect of audit services in relation to internal control for 2022. Grant Thornton (Special General Partnership) has stated their reporting responsibilities on the financial statements of the Group in XII. Financial Report of this annual report. In addition to the aforesaid annual financial report and internal control audit fees paid to Grant Thornton (Special General Partnership) totalling RMB3.1132 million (tax exclusive), other tax-exclusive audit expenses incurred due to the audit of R&D expenses and the audit of income tax settlement and payment totalled RMB2.4279 million. (xv) Supervisors and Supervisory Committee The Supervisory Committee comprises three shareholder representatives and two employee representatives. The shareholder representative Supervisors shall be elected and removed at a general meeting and the employee representative Supervisors shall be elected and removed democratically by the employees of the Company. During the reporting period, the Supervisory Committee of the Company convened 7 meetings, and all Supervisors attended Supervisory Committee meetings convened during the year, and carefully reviewed the 2022 Annual Report, 2023 First Quarterly Report, 2023 Interim Report and 2023 Third Quarterly Report, and issued special opinions. The Supervisory Committee is accountable to the shareholders. It monitors the financial position of the Company and the performance of the Directors, managers and Senior Management of the Company as to whether they are in accordance with relevant requirements of the laws and regulations to protect the lawful rights of the Company and the shareholders. 88 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (xvi) Company Secretary During the year, the company secretary confirmed that he has received relevant professional training for not less than 15 hours in accordance with Rule 3.29 of the Listing Rules. (xvii) Communications with Shareholders The Company considers effective communication with Shareholders is essential to enable them to have a clear assessment of the Group’s performance as well as accountability of the Board. Principal means of communication with Shareholders of the Company are as follows: Information disclosure on the Company’s website The Company endeavours to disclose all material information about the Group to all interested parties as widely and timely as possible. The Company maintains its website at www.chenmingpaper.com where important information about the Group’s activities and corporate matters such as annual reports and interim reports to Shareholders, announcements, business development and operations, corporate governance practices and other information are available for review by Shareholders and other stakeholders. When announcements are made through the Stock Exchange, the same information will be made available on the Company’s website. General meetings The Company’s annual general meeting provides a useful platform for direct communication between the Board and Shareholders. Various resolutions are proposed on each substantially separate issue at the general meetings. Save for the annual general meeting held on 12 May 2023 by the Company, three extraordinary general meetings, one class meeting for holders of domestic-listed shares and one class meeting for holders of overseas-listed shares were convened in 2023. The attendance record of Directors at each general meeting is set out below: Name Directors attending general meetings in person 2023 first extraordinary general meeting Hu Changqing, Li Chuanxuan, Li Feng, Li Weixian, Han Tingde, Li Chuanxuan, Li Zhihui, Sun Jianfei, Yin Meiqun, Yang Biao 2023 first class meeting for holders of domestic- Hu Changqing, Li Chuanxuan, Li Feng, Li Weixian, Han Tingde, Li listed shares Chuanxuan, Li Zhihui, Sun Jianfei, Yin Meiqun, Yang Biao 2023 first class meeting for holders of overseas- Hu Changqing, Li Chuanxuan, Li Feng, Li Weixian, Han Tingde, Li listed shares Chuanxuan, Li Zhihui, Sun Jianfei, Yin Meiqun, Yang Biao 2023 second extraordinary general meeting Hu Changqing, Li Chuanxuan, Han Tingde, Li Chuanxuan, Li Zhihui, Sun Jianfei, Yin Meiqun, Yang Biao 2022 annual general meeting Hu Changqing, Li Chuanxuan, Li Feng, Li Weixian, Han Tingde, Li Chuanxuan, Li Zhihui, Sun Jianfei, Yin Meiqun, Yang Biao 2023 third extraordinary general meeting Hu Changqing, Li Chuanxuan, Li Feng, Li Weixian, Han Tingde, Li Chuanxuan, Li Zhihui, Sun Jianfei, Yin Meiqun, Yang Biao 2023 ANNUAL REPORT 89 VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (xvii) Communications with Shareholders (Continued) General meetings (Continued) The Company’s external auditor also attended the Annual General Meeting and scrutinised voting. Code F.2.2 of the code provisions – This code provision requires the chairman to invite the chairmen of the audit, remuneration and nomination committees to attend the annual general meeting. Mr. Chen Hongguo, the chairman of the Company and a member of the Nomination Committee, was absent from the annual general meeting due to business commitments. Code C.1.6 of the code provisions – This code provision requires independent non-executive directors and other non- executive directors, as equal board members, should give the board of the directors and any committees on which they serve the benefit of their skills, expertise and varied backgrounds and qualifications through regular attendance and active participation. They should also attend general meetings and develop a balanced understanding of the views of shareholders. During the year, all independent non-executive Directors and other non-executive Directors of the Company attended the general meetings without absence. Voting by poll Resolutions put to vote at the general meetings of the Company are taken by poll. Procedures regarding the conduct of the poll are explained to the shareholders at the commencement of each general meeting, and questions from shareholders regarding the voting procedures are answered. The poll results are posted on the websites of the Stock Exchange and the Company respectively on the same day. 90 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (xvii) Communications with Shareholders (Continued) Shareholders’ right 1. Procedures for convening an extraordinary general meeting by Shareholder Pursuant to Article 100 of the Articles of Association, Shareholder(s) alone or in aggregate holding 10% or more of the Company’s voting shares shall be entitled to request the Board to convene extraordinary general meetings, provided that such request shall be made in writing. The Board shall, in accordance with provisions of the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten days after receiving such proposal of the same. In the event that the Board agrees to convene an extraordinary general meeting, the notice of general meeting shall be issued within five days after the passing of the relevant resolution of the Board. Any changes in the original request made in the notice shall require prior approval of Shareholders concerned. In the event that the Board does not agree to convene an extraordinary general meeting or does not furnish any reply within ten days after receiving such proposal, Shareholder(s) alone or in aggregate holding 10% or more of the Company’s Shares shall be entitled to propose to the Supervisory Committee the convening of extraordinary general meeting, provided that such proposal shall be made in writing. In the event that the Supervisory Committee agrees to convene an extraordinary general meeting, the notice of general meeting shall be issued within five days after receiving such request. Any changes in the original request made in the notice shall require prior approval of Shareholders concerned. Failure of the Supervisory Committee to issue a notice of general meeting within the stipulated period shall be deemed as failure of the Supervisory Committee to convene and preside over a general meeting, and Shareholder(s) alone or in aggregate holding 10% or more of the Company’s voting shares for ninety consecutive days or more shall be entitled to convene and preside over the meeting on a unilateral basis. Pursuant to Article 101 of the Articles of Association, if Shareholders determine to convene a general meeting on their own, they shall give a written notice to the Board and file the same with the stock exchange for records. The shareholding percentage of shareholders who convened shall not be lower than 10% prior to the announcement of resolutions of the general meeting. Shareholders who convened shall submit relevant certifications to the stock exchange upon the issuance of the notice of general meeting and the announcement of resolutions of the general meeting. Pursuant to Article 102 of the Articles of Association, the Board and its secretary shall cooperate with respect to matters relating to general meetings convened by Shareholders on their own. The Board shall provide Shareholder registers as of the date of shareholding register. Pursuant to Article 103 of the Articles of Association, if a general meeting is convened by shareholders on their own, all necessary expenses incurred shall be borne by the Company. 2023 ANNUAL REPORT 91 VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (xvii) Communications with Shareholders (Continued) Shareholders’ right (Continued) 2. Procedures for sending shareholders’ enquiries to the Board Shareholders may at any time send their enquiries and concerns to the Board of the Company in writing through the Company Secretary/Secretary to the Board whose contact details are as follows: Secretary to the Board Hong Kong Company Secretary Name Yuan Xikun Chu Hon Leung Address No. 2199 East Nongsheng Road, 22/F, Universal Building, Central, Shouguang City, Shandong Province Hong Kong Telephone 0536-2158008 00852-21629600 Facsimile 0536-2158977 00852-25010028 Email chenmmingpaper@163.com liamchu@li-partners.com The Company Secretary and the secretary to the Board shall forward shareholders’ enquiries and concerns to the Board and/or relevant Board Committees of the Company, where appropriate, to answer shareholders’ questions. 3. Procedures for putting forward proposals of Shareholders at general meetings Pursuant to Article 111 of the Articles of Association, shareholders individually or jointly holding over 3% of the total shares of the Company are entitled to propose motions to the Company. Shareholders individually or jointly holding over 3% of the total shares of the Company may submit extraordinary motions to the convener ten days before the convening of the General Meeting. The convener shall issue supplementary notice of the General Meeting to disclose the name of the shareholders who propose the extraordinary motions, their shareholding ratio and the specific content of the new motions within two days after receiving the proposed motions. Save for provided above, the convener shall not amend proposals stated in the notice of general meeting or add new proposals therein following the notice of general meeting has been issued. No voting or resolution shall be effected or adopted at the general meeting for proposals that have not been stated in the notice of general meeting or that do not comply with provisions of the Articles of Association. Extraordinary general meeting shall not resolve issues that are not contained in the notice. 92 SHANDONG CHENMING PAPER HOLDINGS LIMITED VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (xvii) Communications with Shareholders (Continued) Relationships with investors The Company recognises its responsibility to explain its activities to those with a legitimate interest and to respond to their questions. Investors are received and visited at appropriate times to explain the Group’s business. In addition, questions received from the general public and individual shareholders are answered promptly. In all cases, great care is taken to ensure that no price-sensitive information is disclosed selectively. The Board has reviewed the interaction with Shareholders during the reporting period, and is satisfied with the implementation of the shareholder communications policy of the Company and its effectiveness. (xviii) Internal Control For details of internal control of the Company, please refer to XII. Internal control system development and implementation during the reporting period and XIV. Self-assessment report on internal control or auditor’s report on internal control of this section. (xix) Articles of Association On 12 May 2023 and 17 July 2023, the Company amended the new Articles of Association. The amendments were primarily relating to rename of the Strategy Committee of the Board to the Strategy and Sustainable Development Committee of the Board, share capital structure after repurchase and cancellation of certain restricted shares, and changes in registered capital etc. The Memorandum of Association and the amended version of the new Articles of Association of the Company are available on websites of the Company and Stock Exchange. (xx) Board Diversity On 21 August 2013, the Company formulated policies to diversify Board members and amended the implementing rules of the nomination committee. Pursuant to the new policies, the nomination committee shall regularly review the Board diversity policy to improve efficiency and ensure interest thereof. Such policies are summarised as follows: The Company recognises and embraces the benefits of having a diverse Board, and sees diversity at Board level as an essential element in maintaining a competitive advantage. A truly diverse Board will include and make good use of differences in the talents, skills, regional and industry experience, backgrounds, genders and other qualities of the members of the Board. These differences will be considered in determining the optimum composition of the Board and when possible should be balanced appropriately. All appointments of the members of the Board are made on merit, and in the context of the talents, skills and experience of the Board as a whole. 2023 ANNUAL REPORT 93 VI Corporate Governance XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of Hong Kong Limited (Continued) (xx) Board Diversity (Continued) The Nomination Committee of the Company reviews and assesses the composition of the Board and makes recommendations to the Board on appointment of new directors of the Company. The Nomination Committee also oversees the conduct of the annual review of the effectiveness of the Board. In reviewing and assessing the composition of the Board, the Nomination Committee will consider the benefits of all aspects of diversity, including without limitation those described above, in order to maintain an appropriate range and balance of talents, skills, experience and backgrounds on the Board. In recommending candidates for appointment to the Board, the Nomination Committee will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board. As at the date of the report, the Board is composed of 10 male Directors and 1 female Director. The Nomination Committee and the Board will seize the opportunity to gradually increase the proportion of female Directors in the Board when they select and recommend a suitable Director candidate. The composition of the Board of the Company is basically diversified. For details, please refer to (iii) Board of this section. (xxi) Dividend policy During the reporting period, as the downstream demand in papermaking industry was weak, the sales volume of machine-made paper decreased year on year. At the same time, as affected by the concentration of new production capacity, the prices of machine-made paper, especially cardboard prices, recorded significant year-on-year decline. The prices of wood chips, raw coal, chemicals and other raw materials remained at high level, which exerted great pressure on the profitability of the Company. The net profit attributable to shareholders of the Company for 2023 amounted to RMB-1.281 billion. Meanwhile, considering the overall development plan of the Company for 2024, the Board proposed not to pay cash dividend, issue bonus shares and increase share capital from reserves for 2023 to further reduce its liability size and satisfy the capital needs for, among other things, day-to-day production and project construction of the Company, thereby enhancing risk resistance, securing the sustainable and steady development of the pulp production and paper making business, the principal business of the Company, and better safeguarding the long-term interests of all shareholders. 94 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Environmental and Social Responsibility I. Major environmental protection matters Are the Company and its subsidiaries classified as key pollutant discharging unit as specified by environmental protection authority Yes No Environmental protection related policies and industry standards 1. The Company, during its own production and operation process, strictly abides by relevant environmental protection laws and regulations as follows: The Environmental Protection Law of the People’s Republic of China, the Law on the Prevention and Control of Air Pollution of the People’s Republic of China, the Law on the Prevention and Control of Water Pollution of the People’s Republic of China, the Law on the Prevention and Control of Environmental Pollution by Solid Waste of the People’s Republic of China, the Law on Noise Pollution Prevention and Control of the People’s Republic of China, Regulations on the Administration of Pollutant Discharge Permit, Regulations on Groundwater Management, and the Measures for the Emergency Administration of Environmental Contingencies. 2. The Company strictly implements national, industry and local standards for pollutant discharge as follows: Exhaust gas: Integrated Emission Standard of Air Pollutants (GB 16297-1996), Emission Standard of Air Pollutants for Thermal Power Plants (GB 13223-2011), Emission Standard for Odor Pollutants (GB 14554-93), Emission Standard of Air Pollutants for Boilers (DB44/765-2019), Emission Standard of Air Pollutants for Thermal Power Plants (DB37/664- 2019), Regional and Integrated Emission Standard of Air Pollutants (DB37/2376-2019), and Emission Standard of Air Pollutants for Building Materials Industry (DB37/2373-2018). Wastewater: Integrated Wastewater Discharge Standard (GB 8978-1996), Wastewater Quality Standards for Discharge to Municipal Sewers (GB/T 31962-2015), Discharge Standard of Water Pollutants for the Pulp and Paper Industry (GB 3544-2008) and Discharge Limits of Water Pollutants (DB44/26-2001), and the wastewater influent standard of local wastewater treatment plants. Noise: Emission Standard for Industrial Enterprises Noise at Boundary (GB 12348-2008). Environmental protection administrative licensing Shandong Chenming Paper Holdings Limited: Issued on 2 March 2023 and valid up to 1 March 2028. Shouguang Meilun Paper Co., Ltd.: Issued on 2 March 2023 and valid up to 1 March 2028. Zhanjiang Chenming Pulp & Paper Co., Ltd.: Issued on 30 May 2022 and valid up to 29 May 2027. Jiangxi Chenming Paper Co., Ltd.: Issued on 11 June 2020 and valid up to 27 June 2025. Huanggang Chenming Pulp & Paper Co., Ltd.: Issued on 14 September 2021 and valid up to 13 September 2026. Jilin Chenming Paper Co., Ltd.: Issued on 10 December 2021 and valid up to 9 December 2026. 2023 ANNUAL REPORT 95 VII Environmental and Social Responsibility I. Major environmental protection matters (Continued) Industry emission standards and the status of pollutant emissions involved in production and operation activities Category of Name of major major pollutants pollutants Number of Approved Name of company and specific and specific Way of emission Distribution of emission Emission Pollutant emission total Excessive or subsidiary pollutants pollutants emission outlets outlets concentration/intensity standards implemented Total emissions emissions emissions Shandong Exhaust gas SO2 Organised 2 Chenming Industrial Park Power plant no. 1: 15.8mg/m3 35mg/m3 Power plant no. 1: 26.68t 160.32t/year No Chenming Paper emission Power plant no. 2: 13.9mg/m3 Power plant no. 2: 25.27t Holdings Limited NOx Organised 2 Chenming Industrial Park Power plant no. 1: 38.6mg/m3 50mg/m3 Power plant no. 1: 67.4t 233.91t/year No emission Power plant no. 2: 38.3mg/m3 Power plant no. 2: 70.92t Particulates Organised 2 Chenming Industrial Park Power plant no. 1: 0.82mg/m3 5mg/m3 Power plant no. 1: 1.425t 23.39t/year No emission Power plant no. 2: 0.634mg/m3 Power plant no. 2: 1.188t Wastewater COD Indirect emission 2 Chenming Industrial Park Sewage outlet no. 1: 147mg/L 300mg/L Sewage outlet no. 1: 1,200.8t 6,510.74t/year No Sewage outlet no. 2: 197mg/L Sewage outlet no. 2: 2611t Ammonia Indirect emission 2 Chenming Industrial Park Sewage outlet no. 1: 4.81mg/L 30mg/L Sewage outlet no. 1: 40.44t 650.7t/year No nitrogen Sewage outlet no. 2: 0.969mg/L Sewage outlet no. 2: 12.969t Total nitrogen Indirect emission 2 Chenming Industrial Park Sewage outlet no. 1: 18.6 mg/L 70mg/L Sewage outlet no. 1: 150t 1,519.1t/year No Sewage outlet no. 2: 13.4 mg/L Sewage outlet no. 2: 183t Shouguang Meilun Exhaust gas SO2 Organised 4 Chenming Industrial Park Power plant no. 1: 18 mg/m3 35mg/m3 Power plant no. 1: 23.72t 342.89t/year No Paper Co., Ltd. emission Power plant no. 2: 14.3 mg/m3 (power plant), 50mg/m3 Power plant no. 2: 32.98t Alkali recovery: 3.95 mg/m3 (chemical pulp) Alkali recovery: 58.05t Lime kiln: 5.23 mg/m3 Lime kiln: 7.25t NOx Organised 4 Chenming Industrial Park Power plant no. 1: 32.8 mg/m3 50mg/m3 Power plant no. 1: 41.86t 1,202.75t/year No emission Power plant no. 2: 31.3 mg/m3 (power plant), 100mg/m3 Power plant no. 2: 69.26t Alkali recovery: 73.7 mg/m3 (chemical pulp) Alkali recovery: 759.2t Lime kiln: 17.2 mg/m3 Lime kiln: 26.6t Particulates Organised 4 Chenming Industrial Park Power plant no. 1: 0.653mg/m3 5mg/m3 Power plant no. 1: 0.766t 121.979t/year No emission Power plant no. 2: 1.18 mg/m3 (power plant), 10mg/m3 Power plant no. 2: 2.641t Alkali recovery: 1.11 mg/m3 (chemical pulp) Alkali recovery: 14.035t Lime kiln: 1.51 mg/m3 Lime kiln: 1.95t Jiangxi Chenming Exhaust gas SO2 Organised 2 Within factory area 9.47mg/m 200mg/m3 23.05t 806t/year No Paper Co., Ltd. emission NOx Organised 2 Within factory area 30.55mg/m 200mg/m3 69.31t 806t/year No emission Particulates Organised 2 Within factory area 2.57mg/m 30mg/m3 6.22t 135t/year No emission Wastewater COD Direct emission 1 Total wastewater 36.39mg/L 90mg/L 142.06t 1,260t/year No discharge Ammonia Direct emission 1 Total wastewater 0.97mg/L 8mg/L 4.77t 112t/year No nitrogen discharge Total nitrogen Direct emission 1 Total wastewater 2.87mg/L 12mg/L 11.66t / No discharge 96 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Environmental and Social Responsibility I. Major environmental protection matters (Continued) Industry emission standards and the status of pollutant emissions involved in production and operation activities (Continued) Category of Name of major major pollutants pollutants Number of Approved Name of company and specific and specific Way of emission Distribution of emission Emission Pollutant emission total Excessive or subsidiary pollutants pollutants emission outlets outlets concentration/intensity standards implemented Total emissions emissions emissions Jilin Chenming Exhaust gas SO2 Organised 3 (2 in use, Within factory area 24.80mg/m3 100mg/m3 18.85t 97t/year No Paper Co., Ltd. emission 1 spare) NOx Organised 3 (2 in use, Within factory area 54.28mg/m3 100mg/m3 42.73t 213t/year No emission 1 spare) Particulates Organised 3 (2 in use, Within factory area 16.53mg/m3 30mg/m3 14.10t 51.66t/year No emission 1 spare) Wastewater COD Indirect emission 1 Total wastewater 121.85mg/L 120mg/L 625.05t 6,000t/year No discharge Ammonia Indirect emission 1 Total wastewater 1.47mg/L 45mg/L 7.59t 500t/year No nitrogen discharge Total nitrogen Indirect emission 1 Total wastewater 6.66mg/L 50mg/L 34.01t / No discharge Zhanjiang Exhaust gas SO2 Organised 6 Within factory area Power plant no. 1: 2.2mg/m3 Power plant: 35mg/m3 100t 620t/year No Chenming Pulp & emission Power plant no. 2: 3.5mg/m3 Lime kiln: 200mg/m3 Paper Co., Ltd. Power plant no. 3: 2.7mg/m3 Alkali furnace: 200mg/m3 Power plant no. 4: 2.1mg/m3 Lime kiln: 24.5mg/m3 Alkali boilers: 5.7mg/m3 NOx Organised 6 Within factory area Power plant no. 1: 23.5mg/m3 Power plant: 50mg/m3 1,500t 1,799.999t/year No emission Power plant no. 2: 26mg/m3 Lime kiln: 200mg/m3 Power plant no. 3: 22.1mg/m3 Alkali furnace 200mg/m3 Power plant no. 4: 24.6mg/m3 Lime kiln: 118.9mg/m3 Alkali boilers: 70.3mg/m3 Particulates Organised 6 Within factory area Power plant no. 1: 1.3mg/m3 Power plant: 10mg/m3 150t 195.06t/year No emission Power plant no. 2: 1.2mg/m3 Lime kiln: 30mg/m3 Power plant no. 3: 1.2mg/m3 Alkali furnace: 30mg/m3 Power plant no. 4: 1.5mg/m3 Lime kiln: 17.3mg/m3 Alkali boilers: 6.5mg/m3 Wastewater COD Continuous 1 Wastewater discharge 45mg/L 90mg/L 750t 1943t/year No emission Ammonia Continuous 1 Wastewater discharge 0.55mg/L 8mg/L 25t 43.9t/year No nitrogen emission Total nitrogen Continuous 1 Wastewater discharge 4.039mg/L 12mg/L 91.218t 320.4t/year No emission 2023 ANNUAL REPORT 97 VII Environmental and Social Responsibility I. Major environmental protection matters (Continued) Industry emission standards and the status of pollutant emissions involved in production and operation activities (Continued) Category of Name of major major pollutants pollutants Number of Approved Name of company and specific and specific Way of emission Distribution of emission Emission Pollutant emission total Excessive or subsidiary pollutants pollutants emission outlets outlets concentration/intensity standards implemented Total emissions emissions emissions Huanggang Exhaust gas SO2 Organised 1 Lime kiln chimney 15.87mg/m3 80mg/m3 14.74t 142.872t/year No Chenming Pulp & emission Paper Co., Ltd. SO2 Organised 1 Alkali furnace chimney 8.50mg/m3 200mg/m3 32.14t 328.417t/year No emission NOX Organised 1 Lime kiln chimney 119.64mg/m3 180mg/m3 111.10t 181.887t/year No emission NOX Organised 1 Alkali furnace chimney 157.41 mg/m3 200mg/m3 595.56t 950.829t/year No emission Particulates Organised 1 Lime kiln chimney 17.72mg/m3 200mg/m3 16.45t 45.311t/year No emission Particulates Organised 1 Alkali furnace chimney 14.38mg/m3 30mg/m3 54.42t 83.759t/year No emission Wastewater COD Indirect emission 1 Total wastewater 24.75 mg/L 150mg/L 215.51t 398.911t/year No discharge Ammonia Indirect emission 1 Total wastewater 0.12mg/L 14mg/L 1.01t 39.891t/year No nitrogen discharge Total nitrogen Indirect emission 1 Total wastewater 1.06mg/L 29mg/L 9.20t / No discharge Treatment of pollutants 1. Shandong Chenming Paper Holdings Limited Its own power plant uses the exhaust gas treatment process of limestone-gypsum desulfurisation + SNCR selective non-catalytic reduction denitration + electric and bag composite dust removal + wet type electric dust removal. In 2023, the environmental protection exhaust gas treatment facilities operated well, and were overhauled in time according to the overhaul plan. The daily average exhaust gas indicator did not exceed the standard, and the exhaust gas was discharged up to the standard after treatment. Its sewage treatment plant uses the traditional activated sludge wastewater treatment process + membrane treatment and recycle process, and the wastewater which is treated up to the standard is partially discharged into the sewage treatment plant of Shouguang Zhongye Water Co., Ltd., and partially reused in production lines after the treatment at the membrane treatment plant. In 2023, the wastewater treatment facilities operated well, and were overhauled in time according to the overhaul plan. The daily average wastewater indicator did not exceed the standard, and the wastewater was discharged up to the standard after treatment. 2. Shouguang Meilun Paper Co., Ltd. Its own power plant uses the exhaust gas treatment process of limestone-gypsum desulfurisation + SNCR selective non-catalytic reduction denitration + electric and bag composite dust removal + wet type electric dust removal. The chemical pulp alkali recovery furnace uses the exhaust gas treatment process of PSCR denitration + electrostatic dust removal + wet electrostatic dust removal, and the chemical pulp lime kiln uses the exhaust gas treatment process of ozone denitration + electrostatic dust removal + wet type electric dust removal. In 2023, the environmental protection exhaust gas treatment facilities operated well, and were overhauled in time according to the overhaul plan. The daily average exhaust gas indicator did not exceed the standard, and the exhaust gas was discharged up to the standard after treatment. 98 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Environmental and Social Responsibility I. Major environmental protection matters (Continued) Treatment of pollutants (Continued) 3. Jiangxi Chenming Paper Co., Ltd. Its own power plant uses the exhaust gas treatment process of ammonia desulfurisation + SNCR catalytic reduction denitrification+ electric and bag composite dust removal + 90-metre desulfurisation and denitrification tower. The aerobic section of the sewage treatment plant is equipped with a negative pressure exhaust device to recover and treat the exhaust gas from anaerobic and aerobic sections, and uses the process of alkali spraying + biofiltration + water washing. In 2023, the environmental protection exhaust gas treatment facilities operated well, and were overhauled in time according to the overhaul plan. The daily average exhaust gas indicator did not exceed the standard, and the exhaust gas was discharged up to the standard after treatment. Industrial wastewater is collected by a catchment well with large particles removed by grids and fibres in the wastewater recovered by inclined mesh, and then flow into the settling tank for preliminary settling and cooling in free-flowing. When the water temperature reaches 38°C, the water is pumped into a high-concentration primary settling tank and a low-concentration primary settling tank. After the pre-acidification treatment, organic matter which can be easily decomposed from the polymer decomposed through a hydrolysis acidification tank. In the biochemical process, the biogas produced is recovered for power generation, and the biochemical water enters into the anaerobic section, and gets into aeration and other aerobic systems with cooled low-concentration water. A stable COD value is achieved through the aerobic system. In order to better treat the water, the aerobic water enters into the in-depth treatment system, and is treated up to the standard through the processes such as Fenton treatment, settling tank treatment, inclined plate settling, and flocculation settling. In the process of wastewater treatment, the suspended matter in the water body is removed from the sludge produced which is treated by the processes such as plate and frame filtering and belt machine desliming, which meets the requirements of Table II of GB3544. A reclaimed water recycling device is in place to recycle some water which meets the requirements. 4. Jilin Chenming Paper Co., Ltd. Its own power plant uses low-temperature combustion, staged combustion and SCR denitrification outside the furnace, and uses bag filter for flue gas dust removal, and uses wet desulfurisation process of limestone inside the furnace + limestone-gypsum outside the furnace, and the discharge is up to the standard. The sewage station uses the treatment process of anaerobic (IC reactor) + aerobic (jet aeration) + in-depth treatment (Fenton advanced oxidation) with wastewater being discharged to local wastewater treatment plant, and the discharge is up to the standard. 5. Zhanjiang Chenming Pulp and Paper Co., Ltd. The thermal power plant of Zhangjiang Chenming Pulp and Paper Co., Ltd. has three circulating fluidised bed boilers of 280t/h and one circulating fluidised bed boiler of 400t/h. In particular, the three boilers of 280t/h are equipped with SNGR denitrification and external wet (cement-plaster) desulphurisation system. The boiler of 400t/h is equipped with SNCR+SCR in combination denitrification, external wet desulphurisation and wet electrostatic dust removal system. The company has constructed wastewater treatment station in two phases. Among which, the capacity of phase I wastewater treatment station is 86,000 m3/d (applies “primary settling tower + conditioning tower + selective aeration tank + Fenton oxidation tank + clarifier” treatment), while that of phase II wastewater treatment station is 30,000 m3/d (applies “first-class sedimentation pre-treatment + second-class biological treatment + third-class Fenton oxidation deep treatment”). 2023 ANNUAL REPORT 99 VII Environmental and Social Responsibility I. Major environmental protection matters (Continued) Treatment of pollutants (Continued) 6. Huanggang Chenming Pulp & Paper Co., Ltd. The alkali furnace uses polymer denitration outside the furnace + electrostatic dust removal and alkaline melt from the process able to absorb sulphur dioxide. The discharge is up to the standard. The lime kiln uses limestone to fix sulphur and five electrostatic precipitators to remove dust. The discharge is up to the standard. The sewage treatment uses physical settling + aerobic biochemical treatment + Fenton in-depth treatment process. The discharge is up to the standard. The lime kiln scrubbing tower which was constructed with an investment of RMB4.2 million came into use on 1 May 2022. It can effectively reduce the emission concentration of sulphur dioxide and hydrogen sulphide to below 10 mg/m 3. Environmental self-monitoring programme The Company has strictly complied with self-monitoring laws and regulations, and conducted self-monitoring in accordance with the environmental protection requirements to establish and perfect the corporate environmental management ledgers and materials. At present, self-monitoring is a combination of manual monitoring and automatic monitoring. At the same time, qualified units are engaged to conduct regular monitoring. Automatically monitored items include: total wastewater discharge (COD, ammonia nitrogen, flow rate, total phosphorus, total nitrogen and pH); power plant, alkali recovery boilers and lime kiln exhaust emissions (sulphur dioxide, nitrogen oxide and smoke). Manually monitored items include: daily monitoring of COD, ammonia nitrogen, SS, chroma, pH, total phosphorus and total nitrogen indicators. Sewage and other monitoring items, unorganised exhaust emission, solid waste, and noise at the plant boundary, are monitored on a monthly or quarterly basis by qualified units engaged in accordance with the local environmental protection requirements in relation to each subsidiary. The self-monitoring data and environmental monitoring programmes for pollutants discharge of various subsidiaries are published on the national key pollution source information disclosure website and the provincial key pollution source information disclosure websites. Emergency plan for emergency environmental incidents The Company has strictly implemented emergency regulations for emergency environmental incidents, and formulated various emergency plans for emergency environmental incidents according to the technical requirements in the “Technical Guidelines for Emergency Environmental Pollution Accidents”. The plans are reviewed by and filed with the Environmental Protection Bureau, and regular emergency training and emergency drills are conducted. Emergency measures in relation to dangerous chemicals are formulated in accordance with the environmental protection requirements. At the same time, necessary emergency supplies are provided with regular inspections and updates. 100 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Environmental and Social Responsibility I. Major environmental protection matters (Continued) Investment in environmental governance and protection and payment of environmental protection tax The Company has always adhered to the concept of “green development, ecological Chenming”, and clung to the development model of “clean production” and resource recycling. A green ecology is incorporated in the whole process of production and operation. The Company has invested more than RMB8 billion in total to construct the pollution treatment facilities including the alkali recovery system, reclaimed water treatment system, reclaimed water reuse system, white water recovery system and black liquor comprehensive utilisation system. The environmental protection indicators rank high in China. During the reporting period, the Company paid environmental protection tax according to law. The Company’s environmental protection tax mainly results from atmospheric pollutants. According to the Environmental Protection Tax Law of People’s Republic of China and its implementation rules, the pollutants shall be calculated according to the automatic monitoring data of pollutants if automatic pollutant monitoring equipment which complies with national provisions and monitoring standards is installed and used. Taxable atmospheric pollutants are determined according to the pollution equivalent quantity converted from the amount of pollutant discharge. The taxable atmospheric pollutants discharged from each outlet, or where there is no outlet, are to be ranked in decreasing order of pollution equivalent quantity, and environmental taxes are to be levied on the top three pollutants. In 2023, the Company paid environmental protection tax amounting to RMB13.0517 million. Measures taken to reduce its carbon emissions during the reporting period and their effectiveness Applicable Not applicable 1. The Group strengthened energy management, and compared and analysed the consumption of coal, electricity, on a daily basis with strict control. 2. The Group implemented the conversion of old and new energy sources, eliminated high energy-consuming equipment, replaced high-efficiency inverter and energy-saving motors, and reduced energy consumption. 3. According to the zero position of the air cover of the paper machine dryer, the Group reduced the frequency of the fan appropriately to improve the drying efficiency by raising the zero position and save electricity consumption. 4. For moisture content of screening unit and squeezing unit of paper machine, the Group reduced out of the press moisture and the amount of steam used of drying unit by adjusting the lip plate flow rate, retention rate and line pressure and other measures. 5. The Group strengthened daily energy-saving management by developing a system for temperature of air conditioning and switching on and off of various power supplies, with tracking and inspection. 6. The Group vigorously developed clean energy and energy recycling projects to reduce carbon emissions. The Shouguang Chenming 33 MW and Zhanjiang Chenming 24 MW photovoltaic power generation projects were underway. 7. The Group carried out energy saving and emission reduction at different factories, so that the amount of clean water was under strict control, the amount of water produced by membrane treatment was increased and the amount of wastewater recycled was increased. 2023 ANNUAL REPORT 101 VII Environmental and Social Responsibility I. Major environmental protection matters (Continued) Administrative penalties for environmental problems during the reporting period Impact on the production Name of company or and operation of the Corrective measures of the subsidiary Reasons for penalty Violations Penalty results listed company Company Zhanjiang Chenming Failure in making the According to the Interim Measures Ordered for correction Zhanjiang Chenming Zhanjiang Chenming has payment for 2022 for Carbon Emission Management has completed the completed the payment for carbon emission in Guangdong Province and the payment for 2022 carbon emission trading trading quota on time Notice on Delay in Settlement of the carbon emission quota within the prescribed Payment for 2022 Carbon Emission trading quota. There timeframe. Trading Quota of the Department is no material adverse of Ecology and Environment of impact on the listed Guangdong Province, the emission company. control enterprise and unit shall complete the settlement of payment by 20 July 2023 based on the actual carbon emission volume for the prior year. Zhanjiang Chenming failed to fulfil the obligation to settle carbon emission allowances for 2022 within the aforementioned timeframe, and received the Decision on Ordering for Correction of illegal acts from the Department of Ecology and Environment of Guangdong Province. Other environmental information to be disclosed The relevant environmental protection information of the pollutant discharge permit information and the pollutant discharge permit requirements is announced on the national sewage discharge permit management information platform. Other environmental protection related information Other environmental protection related information is announced on the Company’s website. 102 SHANDONG CHENMING PAPER HOLDINGS LIMITED VII Environmental and Social Responsibility II. Social responsibility During the reporting period, adhering to the corporate mission of “creating values and contributing to the society”, the Company stayed true to original aspiration and strived to its missions, proactively assumed its social responsibilities, and paid attention to the creation of social value while pursuing economic benefits. For details, please refer to the 2023 Environmental, Social and Governance Report of Shandong Chenming Paper Holdings Limited published by the Company on CNINFO on 29 March 2024. III. Consolidate and expand the achievements of poverty alleviation and rural revitalisation The Company adhered to the pulp and paper integration strategic layout, and brought rural forest land into the whole industrial chain, which directly and indirectly promoted employment, urban and rural resources flow and farmers’ income increase. Meanwhile, the Company spared no effort to prevent pollution to effectively protect the local rural environment, and bear fruit in the construction of beautiful countryside. Through public welfare investment, the Company helped local rural areas improve the education and infrastructure construction level, consolidate the poverty alleviation achievements and fully support rural revitalisation. During the reporting period, the Company donated RMB500,000 to Shouguang Virtue Education Fund to help Shouguang education development. In addition, the Group was granted the Industrial Assistance Outstanding Case Award issued by the JRJ Organising Committee of Rural Revitalisation and Development Alliance, and was awarded the membership unit of the Rural Revitalisation and Development Alliance. For details, please refer to the Company’s 2023 Environment, Society and Governance Report, which was published on CNINFO on 29 March 2024. In 2024, the Company will rely on its own strength, reinforce technological innovation, unswervingly take the low carbon green paper making road, and ensure rural ecological liveability with strong environmental protection measures while boosting local economic development. Through the staff mutual aid foundation, the Company will effectively help employees get rid of poverty, actively participate in charitable activities, support education, and help rural revitalisation. 2023 ANNUAL REPORT 103 VIII Material Matters I. Performance of undertakings 1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period Applicable Not applicable Party involved in Type of Undertaking Particulars on Undertaking undertaking undertaking Details of undertaking date Term the performance Undertaking Shandong Chenming Undertaking to 1. I/The Company has provided information and documents related to 21 November Until the During the made Paper Holdings provide true, the transaction (including but not limited to original written materials, 2022 implementation reporting during asset Limited and accurate and duplicate materials or oral testimony). I/The Company guarantees that of the period, restructuring its Directors, complete the copies or photocopies of the documents and materials provided restructuring the parties Supervisors and information are the same as the originals, and the signatures and seals of these plan is involved in Senior Management documents and materials are true, ensures that the relevant information completed undertaking (Chen Hongguo, and documents provided for the transaction are true, accurate and did not Hu Changqing, Li complete, and there are no false records, misleading statements or violate the Xingchun, Li Feng, Li major omissions, and bears individual and joint legal responsibilities undertaking, Weixian, Han Tingde, for the authenticity, accuracy and completeness of the information the asset Li Chuanxuan, Li provided. 2. The Company/I guarantee that there are no false records, restructuring Zhihui, Sun Jianfei, Yin misleading statements or major omissions in the information disclosure ended, Meiqun, Yang Biao, and application documents of the transaction. If the information and the Li Kang, Qiu Lanju, provided or disclosed in the transaction is suspected to contain false undertaking Sang Ailing, Pan records, misleading statements or major omissions, thus causing was fulfilled. Ailing, Zhang Hong, Li losses to investors, the Company/I will be jointly and severally liable for Xueqin, Li Zhenzhong, compensation. 3. If the transaction is placed on file for investigation by Li Mingtang, Ge the judicial authorities or by the CSRC because of the false records, Guangming, Dong misleading statements or major omissions in the information provided Lianming, Yuan Xikun or disclosed, the Directors, Supervisors and Senior Management and Chu Hon Leung) members who hold the shares of the Company will suspend the transfer of the shares (if any) before the case investigation conclusion is clear, and submit the written application for transfer suspension and the stock account to the Board within two trading days after receiving the notice of filing the investigation. The Board shall apply to the stock exchange and the depository and clearing corporation for locking up on their behalf. If the lock-up application is not submitted within two trading days, the Board is authorised to directly submit the identity and account information of the Directors, Supervisors and Senior Management members of the Company to the stock exchange and the depository and clearing corporation for lock-up after verification. If the Board fails to submit the identity and account information of the directors, supervisors and Senior Management members to the stock exchange and the depository and clearing corporation, the stock exchange and the depository and clearing corporation shall be authorised to directly lock up the relevant shares. If the investigation concludes that there are violations of laws and regulations, the relevant Directors, Supervisors and Senior Management members promise to lock up the shares and voluntarily use them for compensation to relevant investors. 104 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters I. Performance of undertakings (Continued) 1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period (Continued) Party involved in Type of Undertaking Particulars on Undertaking undertaking undertaking Details of undertaking date Term the performance Chenming Holdings Undertaking on 1. This reorganisation is conducive to improving the Company’s 21 November Until the During the Company Limited, the principle profitability, enhancing the sustainable operation ability, and protecting 2022 implementation reporting Chenming Holdings transaction the interests of investors and minority shareholders. We agree to this of the period, (Hong Kong) Limited opinions and reorganisation in principle. 2. During the period from the first disclosure restructuring the parties share changes of the reorganisation plan to its completion, the company will not plan is involved in during the reduce its shareholding in the Company. This commitment letter is completed undertaking reorganisation legally binding on the company from the date of signing, and the did not period company is willing to bear all the legal responsibility of the economic violate the losses, claims and extra expenses caused to Chenming Paper for undertaking, violating the above commitments. the asset restructuring ended, and the undertaking was fulfilled. Chen Hongguo, Hu Undertaking On 12 August 2022, the Company published an announcement on the 21 November Until the completion During the Changqing, Li on the preliminary disclosure of disposal of shares by certain Directors 2022 date of the reporting Xingchun, Li Feng, Li shareholding and Senior Management members, namely Hu Changqing, Li Feng, implementation period, Weixian, Han Tingde, reduction Li Weixian, Li Zhenzhong, Li Mingtang, Dong Lianming and Yuan of the the parties Li Chuanxuan, Li plan during Xikun. Due to personal capital needs, the Directors and Senior restructuring involved in Zhihui, Sun Jianfei, Yin the asset Management members mentioned above intended to dispose of no plan undertaking Meiqun, Yang Biao, restructuring more than 3,753,100 shares in total by centralised bidding or bulk did not Li Kang, Qiu Lanju, transaction within 6 months after 15 trading days from the date of violate the Sang Ailing, Pan the announcement of disposal of shares. For details, please refer undertaking, Ailing, Zhang Hong, Li to the relevant announcement of CNINFO (www.cninfo.com.cn). the asset Xueqin, Li Zhenzhong, Apart from the plan of disposal of shares by certain Directors and restructuring Li Mingtang, Ge Senior Management members as disclosed above, I have no other ended, Guangming, Dong plan to dispose of shares from the date of the first disclosure of the and the Lianming, Yuan Xikun reorganisation plan to its completion. This commitment letter is legally undertaking and Chu Hon Leung binding on me from the date of signing, and I am willing to bear all legal was fulfilled. responsibilities for all economic losses, claims and extra expenses caused to Chenming Paper by violating the above commitments. 2023 ANNUAL REPORT 105 VIII Material Matters I. Performance of undertakings (Continued) 1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period (Continued) Party involved in Type of Undertaking Particulars on Undertaking undertaking undertaking Details of undertaking date Term the performance Chenming Holdings Commitment letter 1. The company, and its all directors, supervisors and senior management 21 November Until the completion During the Company Limited, on no insider members, as well as the entities controlled by the above-mentioned 2022 date of the reporting Chenming Holdings trading subjects, have not been placed on file for investigation on suspicion of implementation period, (Hong Kong) insider trading related to the transaction. In the last 36 months, there of the the parties Limited, Shandong is no case that the CSRC had imposed administrative punishment or restructuring involved in Chenming Paper the judicial organs had lawfully investigated criminal responsibility for plan undertaking Holdings Limited participating in insider trading related to major asset reorganisation, did not and their directors, and there has been no case that the above personnel are not violate the supervisors and allowed to participate in the transaction according to Article 13 of the undertaking, senior management Guidelines for Supervision of Listed Companies No.7 – Supervision the asset (Chen Hongguo, of Abnormal Stock Trading Related to Major Asset Restructuring of restructuring Hu Changqing, Li Listed Companies. 2. The company and its directors, supervisors and ended, Xingchun, Li Feng, Li senior management members guarantee to take necessary measures and the Weixian, Han Tingde, to keep the information and materials involved in the transaction strictly undertaking Li Chuanxuan, Li confidential. was fulfilled. Zhihui, Sun Jianfei, Yin Meiqun, Yang Biao, Li Kang, Qiu Lanju, Sang Ailing, Pan Ailing, Zhang Hong, Li Xueqin, Li Zhenzhong, Li Mingtang, Ge Guangming, Dong Lianming, Yuan Xikun and Chu Hon Leung) 106 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters I. Performance of undertakings (Continued) 1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period (Continued) Party involved in Type of Undertaking Particulars on Undertaking undertaking undertaking Details of undertaking date Term the performance Chenming Holdings Undertaking to 1. The company undertakes that it will not interfere the ordinary operation 19 January Until the completion During the Company Limited take remedial of the Company, nor encroach on the interests of the Company, 2023 date of the reporting measures nor compromise the interests of the Company in any other manner; implementation period, on effects of 2. The company undertakes that it will act to restrain duty-related of the the parties dilution on spending by directors and senior management of the Company; 3. restructuring involved in the current The company will ensure the remuneration system formulated by plan undertaking earnings as a the Board or the Remuneration and Assessment Committee is in line did not result of the with implementation of the remedial measures for the returns by the violate the transaction Company; 4. The company undertakes that the vesting conditions undertaking, of share incentives to be formulated by the Company will be in line the asset with the implementation of the remedial measures for returns if the restructuring Company intends to make such share incentive plans in the future; 5. ended, During the period from the date of this undertaking until the date of and the completion of the transaction, supplementary undertakings will be given undertaking in accordance with other new regulations of CSRC concerning remedial was fulfilled. measures for returns and related undertakings, if such regulations are announced by CSRC and the foregoing undertakings fall short of meeting such new regulations; 6. The company undertakes that it will practically perform the remedial measures for returns formulated by the Company as well as any undertaking made by the company for such remedial measures. The Company will be liable for indemnifying the Company or the investors for their losses in the event of failure to perform the undertakings. The company will be liable for relevant legal liabilities to the Company or the investors for their losses in the event of failure to perform the undertakings. 2023 ANNUAL REPORT 107 VIII Material Matters I. Performance of undertakings (Continued) 1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period (Continued) Party involved in Type of Undertaking Particulars on Undertaking undertaking undertaking Details of undertaking date Term the performance Chen Hongguo, Hu 1. Not to transfer interests to other entities or individuals without 19 January Until the completion During the Changqing, Li consideration or with unfair consideration nor otherwise damage 2023 date of the reporting Xingchun, Li Feng, Li the Company’s interests in any other ways; 2. Restrain his/her own implementation period, Weixian, Han Tingde, duty-related spending; 3. not to use the Company’s assets for of the the parties Li Chuanxuan, Li investments and consumption activities unrelated to the performance restructuring involved in Zhihui, Sun Jianfei, Yin of their duties; 4. the remuneration system formulated by the plan undertaking Meiqun, Yang Biao, Board or the Remuneration and Assessment Committee is in line did not Li Kang, Qiu Lanju, with implementation of the remedial measures for the returns by violate the Sang Ailing, Pan the Company; 5. the vesting conditions of share incentives to be undertaking, Ailing, Zhang Hong, Li formulated by the Company will be in line with the implementation of the asset Xueqin, Li Zhenzhong, the remedial measures for returns if the Company intends to make restructuring Li Mingtang, Ge such share incentive plans in the future; 6. during the period from the ended, Guangming, Dong date of this undertaking until the date of completion of the transaction, and the Lianming, Yuan Xikun supplementary undertakings will be given in accordance with other new undertaking and Chu Hon Leung regulations of CSRC concerning remedial measures for returns and was fulfilled. related undertakings, if such regulations are announced by CSRC and the foregoing undertakings fall short of meeting such new regulations; 7. I will practically perform the remedial measures for returns formulated by the Company as well as any undertaking made by the Company for such remedial measures. I will be liable for indemnifying the Company or the investors for their losses in the event of failure to perform the undertakings. Chenming Holdings Undertaking Regarding the reduction and avoidance of related party transactions, the 19 January Until the completion During the Company Limited to regulate following unconditional and irrevocable undertaking are hereby made: 2023 date of the reporting and reduce 1. The company and the companies controlled by the company will implementation period, related party minimise and regulate potential related party transactions with the of the the parties transactions Company and the companies controlled by the Company; Regarding restructuring involved in the related party transactions between the company and other plan undertaking companies controlled by the company and the Company and the did not companies controlled by the Company that cannot be reduced or have violate the reasonable reasons in the future, the company and other companies undertaking, controlled by the company will follow the principle of fairness and the asset justice in market transactions, conduct transactions at fair and restructuring reasonable market prices, perform related party transaction decision- ended, making procedures in accordance with relevant laws, regulations and and the normative documents, and perform information disclosure obligations undertaking according to law. 2. The company guarantees that the company was fulfilled. and other companies controlled by the company will not obtain any illegitimate benefits through related party transactions with the Company and the companies controlled by the Company or make the Company and the companies controlled by the Company bear any improper obligations. 3. The company will urge the company and other companies controlled by the company not to seek special interests through the related relationship with the Company, and not to conduct related party transactions that damage the interests of the Company and its minority shareholders. 108 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters I. Performance of undertakings (Continued) 1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period (Continued) Party involved in Type of Undertaking Particulars on Undertaking undertaking undertaking Details of undertaking date Term the performance Shouguang Meilun, Undertaking to 1. The company has provided the Company and the intermediaries 21 November Until the completion During the Chenrong Fund provide true, serving for the transaction with relevant information and documents 2022 date of the reporting accurate and of the company (including but not limited to original written materials, implementation period, complete duplicate materials or oral testimony). The company guarantees that of the the parties information the copies or photocopies of the documents and materials provided restructuring involved in are consistent with the originals, and the signatures and seals of these plan undertaking documents and materials are true, ensures that the relevant information did not and documents provided for the transaction are true, accurate and violate the complete, and there are no false records, misleading statements or undertaking, major omissions, and bears individual and joint legal responsibilities the asset for the authenticity, accuracy and completeness of the information restructuring provided. 2. During the period of the transaction, the company will ended, disclose the information about the transaction to the Company in and the a timely manner in accordance with relevant laws, regulations and undertaking rules, and the relevant provisions of the CSRC and Shenzhen Stock was fulfilled. Exchange, so as to ensure the authenticity, accuracy and completeness of such information and guarantee that there are no false records, misleading statements or major omissions in such information. If the relevant information provided by the company for the transaction does not meet the above requirements and causes losses to the Company and investors, the company will bear individual and joint liability for compensation. Undertaking on 1. The company, its controlling shareholder, all directors, supervisors 21 November Until the completion During the absence of and senior management members, and the entities controlled by the 2022 date of the reporting insider trading abovementioned subjects have not been placed on file for investigation implementation period, for suspected insider trading related to this transaction. In the last 36 of the the parties months, there is no case that the CSRC has imposed administrative restructuring involved in punishment or the judicial organs have lawfully investigated criminal plan undertaking responsibility for participating in insider trading related to major asset did not reorganisation, and here is no case that the above personnel are not violate the allowed to participate in the transaction according to Article 13 of the undertaking, Guidelines for Supervision of Listed Companies No.7 – Supervision the asset of Abnormal Stock Trading Related to Major Asset Restructuring of restructuring Listed companies. 2. The company, its controlling shareholder and its ended, all directors, supervisors and senior management members guarantee and the to take necessary measures to keep the confidential materials undertaking and information involved in the transaction strictly confidential in was fulfilled. accordance with the requirements of applicable laws and regulations. 2023 ANNUAL REPORT 109 VIII Material Matters I. Performance of undertakings (Continued) 1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period (Continued) Party involved in Type of Undertaking Particulars on Undertaking undertaking undertaking Details of undertaking date Term the performance Undertaking on 1. As of the date of this letter of undertaking, the party involved in 19 January Until the completion During the compliance undertaking and the directors and key management personnel of the 2023 date of the reporting and integrity party involved in undertaking are not being investigated by the judicial implementation period, authority for suspected crimes or being investigated by the CSRC for of the the parties suspected violations of laws and regulations; 2. The party involved restructuring involved in in undertaking and the directors and key management personnel of plan undertaking party involved in undertaking have been in good faith in the past five did not years, and there has been no failure to repay large debts on schedule, violate the fail to fulfil undertakings, or be subject to administrative supervision undertaking, measures by the CSRC or disciplinary action by the stock exchange; the asset 3. The party involved in undertaking and the directors and key restructuring management personnel of the party involved in undertaking have not ended, been subject to administrative punishment (except those obviously and the irrelevant to the securities market), criminal punishment, or involved in undertaking major civil lawsuits or arbitrations related to economic disputes in the was fulfilled. past five years. As at the date of this letter of undertaking, there are no pending or foreseeable major lawsuits, arbitrations or administrative punishment cases of the party involved in undertaking and the directors and key management personnel of the party involved in undertaking; 4. The party involved in undertaking has not had any untrustworthy circumstances such as failure to repay large debts on schedule, fail to fulfil undertakings, or be subject to administrative supervision measures by the CSRC or disciplinary action by the stock exchange in the past five years. None of the above situation is currently in the stage of investigation and has not yet formed a conclusion; 5. Directors and key management personnel of the party involved in undertaking were not subject to the circumstances listed in Article 146 of the Company Law. The content of the above undertaking is true, complete and accurate, and there are no false or misleading statements or major omissions. The party involved in undertaking is fully aware of the possible consequences of making a false statement, and is willing to bear all legal consequences arising therefrom. 110 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters I. Performance of undertakings (Continued) 1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period (Continued) Party involved in Type of Undertaking Particulars on Undertaking undertaking undertaking Details of undertaking date Term the performance Dongxing Securities Undertaking to 1. The company has provided the Company and the intermediaries 21 November Until the completion During the Investment Co., provide true, serving for the transaction with relevant information and documents 2022 date of the reporting Ltd., Chongqing accurate and of the company (including but not limited to original written materials, implementation period, International Trust Inc., complete duplicate materials or oral testimony). The company guarantees that of the the parties Chenming (Qingdao) information the copies or photocopies of the documents and materials provided restructuring involved in Asset Management are consistent with the originals, and the signatures and seals of plan undertaking Co., Ltd. these documents and materials are true, ensures that the relevant did not information and documents provided for the transaction are true, violate the accurate and complete, and there are no false records, misleading undertaking, statements or major omissions, and bears individual and joint legal the asset responsibilities for the authenticity, accuracy and completeness of restructuring the information provided. 2. During the period of the transaction, ended, the company will disclose the information about the transaction to and the the Company in a timely manner in accordance with relevant laws, undertaking regulations and rules, and the relevant provisions of the CSRC and was fulfilled. Shenzhen Stock Exchange, so as to ensure the authenticity, accuracy and completeness of such information and guarantee that there are no false records, misleading statements or major omissions in such information. If the relevant information provided by the company for the transaction does not meet the above requirements and causes losses to the Company and investors, the company will bear individual and joint liability for compensation. 3. If the information provided or disclosed for the transaction is suspected of false records, misleading statements or major omissions, and is put on file for investigation by the judicial authorities or by the CSRC, the shares of Chenming Paper will not be transferred before the investigation conclusion is formed, and the written application for transfer suspension and the securities account will be submitted to the Board of Chenming Paper within two trading days after receiving the notice of filing for investigation, and the Board will apply to the stock exchange and the depository and clearing corporation for locking up on behalf of the company. If the locking up application is not submitted within two trading days, the company authorises the Board to directly submit the identity and account information of the company to the stock exchange and the depository and clearing corporation for locking up after verification. If the Board fails to submit the identity and account information of the company to the stock exchange and the depository and clearing corporation, the company authorises the stock exchange and the depository and clearing corporation to directly lock up the relevant shares. If the investigation concludes that there is a violation of laws and regulations, the company promises to lock up the shares and voluntarily use them for compensation to relevant investors. 2023 ANNUAL REPORT 111 VIII Material Matters I. Performance of undertakings (Continued) 1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period (Continued) Party involved in Type of Undertaking Particulars on Undertaking undertaking undertaking Details of undertaking date Term the performance Dongxing Securities Undertaking on 1. The company will not transfer the shares acquired from the transaction 21 November Twelve months The asset Investment Co., Ltd. share lock-up within 12 months from the date when the shares acquired in the 2022 from the date of restructuring transaction are issued. However, if the CSRC requests to adjust the completion of ended, lock-up period of the subject shares, it shall be adjusted according share issuance and the to relevant requirements. 2. The above-mentioned “shares acquired undertaking in the transaction” include the shares acquired during the lock-up was fulfilled. period due to the distribution of stock dividends and the increase of capital reserves. 3. After the shares of Chenming Paper acquired in the transaction are unlocked, the company’s disposal of shares must comply with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Rules Governing Listing of Stocks on Shenzhen Stock Exchange, Shenzhen Stock Exchange Implementation Rules on the Share Lessening by the Shareholders, Directors, Supervisors and Senior Management of Listed Companies, and the Articles of Association of Shandong Chenming Paper Holdings Limited, and other provisions of laws, regulations, rules and normative documents. Chongqing International Chongqing Trust (the “company”), as the trustee of Chongqing Trust 21 November Twelve months The asset Trust Inc. Huiyu No. 6 Collective Fund Trust Plan (“Huiyu No. 6” or the “Plan”), 2022 from the date of restructuring represents Huiyu No. 6 as the counterparty of the Company in the completion of ended, transaction, and will hold shares of the Company after the transaction share issuance and the is completed. The company has made the following commitments undertaking on the lock-up period of the shares of the Company acquired in the was fulfilled. transaction (the “subject shares”): 1. The shares of the Company acquired by the company (representing Huiyu No. 6) in the transaction will not be transferred within 12 months from the date when the shares acquired in the transaction are issued, but if the CSRC requests to adjust the lock-up period of the subject shares, it shall be adjusted according to relevant requirements. 2. “The shares of the Company acquired in the transaction” as mentioned above include shares of the Company acquired during the lock-up period due to the distribution of stock dividends by the Company and the increase of capital reserves. 3. The company (representing Huiyu No. 6) shall abide by the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Rules Governing Listing of Stocks on Shenzhen Stock Exchange, Shenzhen Stock Exchange Implementation Rules on the Share Lessening by the Shareholders, Directors, Supervisors and Senior Management of Listed Companies, and the Articles of Association of Shandong Chenming Paper Holdings Limited, and other provisions of laws, regulations, rules and normative documents. 112 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters I. Performance of undertakings (Continued) 1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period (Continued) Party involved in Type of Undertaking Particulars on Undertaking undertaking undertaking Details of undertaking date Term the performance Dongxing Securities Explanation and 1. The company has a clear ownership of the subject assets, which can 21 November Until the completion During the Investment Co., Ltd., commitment be legally disposed of, and there are no rights restrictions or defects 2022 date of the reporting Chenming (Qingdao) letter of the such as pledge, guarantee, freezing and seizure, nor major legal implementation period, Asset Management counterparty disputes such as litigation and arbitration. 2. During the period from the of the the parties Co., Ltd. on the valuation benchmark date of the subject assets of the transaction to restructuring involved in ownership of the asset delivery date, the company will not set any third-party rights plan undertaking the underlying such as mortgage and pledge on the subject assets. 3. The company did not assets waives the pre-emptive right to buy the shares transferred by other violate the shareholders of the target company. 4. There are no legal obstacles to undertaking, the target asset transfer by the company, nor other relevant investment the asset agreements or other arrangements that restrict transactions. restructuring ended, and the undertaking was fulfilled. Chongqing International Chongqing Trust (the “company”), as the trustee of Chongqing Trust 21 November Until the completion During the Trust Inc. Huiyu No. 6 Collective Fund Trust Plan (“Huiyu No. 6” or the “Plan”), 2022 date of the reporting represents Huiyu No. 6 as the transaction counterparty of the Company, implementation period, and hereby promises as follows: 1. The company (representing Huiyu of the the parties No. 6) has a clear ownership of the subject assets and can make legal restructuring involved in disposal. There are no rights restrictions or defects such as pledge, plan undertaking guarantee, freezing and seizure, nor major legal disputes such as did not litigation and arbitration. 2. During the period from the asset valuation violate the benchmark date to the asset delivery date, the company (representing undertaking, Huiyu No. 6) will not set any third-party rights such as mortgage and the asset pledge on the subject assets. 3. The company (representing Huiyu No. restructuring 6) waives the pre-emptive right to buy the shares transferred by other ended, shareholders of the target company. 4. In addition, there are no legal and the obstacles to the target asset transfer by the company (representing undertaking Huiyu No. 6), nor other investment agreements or other arrangements was fulfilled. that restrict transactions. Dongxing Securities Undertaking on 1. The company, its controlling shareholder, all directors, supervisors 21 November Until the completion During the Investment Co., absence of and senior management members, and the entities controlled by the 2022 date of the reporting Ltd., Chongqing insider trading abovementioned subjects have not been placed on file for investigation implementation period, International Trust Inc., for suspected insider trading related to this transaction. In the last 36 of the the parties Chenming (Qingdao) months, there is no case that the CSRC has imposed administrative restructuring involved in Asset Management punishment or the judicial organs have lawfully investigated criminal plan undertaking Co., Ltd. responsibility for participating in insider trading related to major asset did not reorganisation, and there is no case that the above personnel are not violate the allowed to participate in the transaction according to Article 13 of the undertaking, Guidelines for Supervision of Listed Companies No.7 – Supervision the asset of Abnormal Stock Trading Related to Major Asset Restructuring of restructuring Listed Companies. 2. The company, its controlling shareholder and its ended, all directors, supervisors and senior management members guarantee and the to take necessary measures to keep the confidential materials undertaking and information involved in the transaction strictly confidential in was fulfilled. accordance with the requirements of applicable laws and regulations. 2023 ANNUAL REPORT 113 VIII Material Matters I. Performance of undertakings (Continued) 1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period (Continued) Party involved in Type of Undertaking Particulars on Undertaking undertaking undertaking Details of undertaking date Term the performance Dongxing Securities Commitment 1. The company and its major management personnel did not receive 21 November Until the completion During the Investment Co., Ltd., on no illegal any criminal punishment or administrative punishment related to the 2022 date of the reporting Chenming (Qingdao) matters in the securities market in the last five years, and there was no major civil implementation period, Asset Management past five years litigation or arbitration related to economic disputes; 2. The company of the the parties Co., Ltd. and its major management personnel did not fail to repay large debts restructuring involved in on schedule or fulfil their commitments, were not taken administrative plan undertaking supervision measures by the CSRC, or were not disciplined by stock did not exchanges; 3. The company had no other major illegal acts that violate the damaged the investors’ legitimate rights and interests and social public undertaking, interests, nor other bad records. the asset restructuring ended, and the undertaking was fulfilled. Chongqing International Chongqing Trust (the “company”), as the trustee of Chongqing Trust 19 January Until the completion During the Trust Inc. Huiyu No. 6 Collective Fund Trust Plan (“Huiyu No. 6” or the “plan”), 2023 date of the reporting represents Huiyu No. 6 as the counterparty of the transaction, and implementation period, makes the following commitments on the plan and the relevant of the the parties information of the company: (1) Commitments of the plan: 1. Since restructuring involved in its establishment, the plan has not been subject to administrative plan undertaking punishment or criminal punishment related to the securities market, did not and there are no major civil lawsuits or arbitrations related to economic violate the disputes; 2. There is no failure to repay large debts, fulfil commitments, undertaking, take administrative supervision measures by the CSRC or be disciplined the asset by stock exchanges on the plan; 3. There are no other major illegal acts restructuring that damage the investors’ legitimate rights and interests and social ended, public interests in the plan, nor other bad records. (2) Commitments of and the the company: 1. The company and its major management personnel undertaking did not receive any criminal punishment or administrative punishment was fulfilled. related to the securities market in the last five years, and there were no major civil lawsuits or arbitrations related to economic disputes (except for other products managed by the company as litigants); 2. On 3 January 2023, the Beijing Supervision Bureau of the CSRC issued the Decision on the Administrative Supervisory Measures Against Chongqing International Trust Inc. for Correction ([2023] No. 10), pursuant to which, due to the existing issues as a shareholder of Guodu Securities Co., Ltd., the company was subject to administrative supervisory measures for correction by the Beijing Regulatory Bureau of the CSRC, which required the company to “take practical and effective corrective measures to rectify the illegal pledges, and exercise its rights and fulfil its obligations as a shareholder in compliance with the law, and not to become a major shareholder and a de facto controller of a securities company without approval”. In addition to the above, the company and its major management personnel did not fail to repay large debts on schedule or fulfil their commitments, were not taken administrative supervision measures by the CSRC, or were not disciplined by stock exchanges; 3. The company had no other major illegal acts that damage the investors’ legitimate rights and interests and social public interests, nor other bad records. 114 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters I. Performance of undertakings (Continued) 1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period (Continued) Party involved in Type of Undertaking Particulars on Undertaking undertaking undertaking Details of undertaking date Term the performance Undertaking Chenming Holdings Non-competitive (1) Chenming Holdings Co., Ltd. (“Chenming Holdings”) shall not engage, 22 May 2008 During the period Implementing made on initial Company Limited undertaking whether solely, jointly, or by representing itself or any other persons when Chenming as normal public offering or companies, and shall not procure its associates (as defined in Holdings was or refinancing The Listing Rules of Hong Kong Stock Exchange) to engage, in any the major business which competes with the business of the Company and its shareholder of subsidiaries (“Chenming Group” or “we”) directly or indirectly, in any the Company country and region which our business exists (or any part of the world if in any form of electronics business), or in any business that directly or indirectly competes with Chenming Group’s business which we operate from time to time (including but not limited to any business in the form of sole proprietorship, joint ventures or acquisitions, or holding interests directly or indirectly in such enterprises, or by any other means); (2) in the event that Chenming Holdings is required by its business to, whether solely, jointly, or by representing itself or any other persons or companies, engage in business which directly or indirectly competes against the business of Chenming Group, or obtain any business opportunity which directly or indirectly competes against the business of Chenming Group, it shall endeavour to procure that Chenming Group shall have priority to obtain the right to operate such business or to obtain such business opportunity; (3) if Chenming Holdings is in breach of the abovementioned undertakings, it shall indemnify the Company for any loss caused by such breach and the Company shall have the right to acquire all businesses of Chenming Holdings, which directly or indirectly compete with the businesses of our Group, at market price or cost price (whichever price is lower); (4) Chenming Holdings shall not make use of its position as the controlling shareholder (as defined in The Listing Rules of Hong Kong Stock Exchange) of our Group to jeopardise the legal interests of Chenming Group and its shareholders with other persons or companies or on their behalf. 2023 ANNUAL REPORT 115 VIII Material Matters I. Performance of undertakings (Continued) 1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers, shareholders, related parties, bidders and the Company during the reporting period or prior periods but subsisting to the end of the reporting period (Continued) Party involved in Type of Undertaking Particulars on Undertaking undertaking undertaking Details of undertaking date Term the performance Chenming Holdings Defective (1) According to the plan on defective properties of the Company, 16 January During the period Implementing Company Limited properties Chenming Holdings Co., Ltd. (“Chenming Holdings”) has guaranteed 2008 when Chenming as normal and undertaken that: according to the application of the Company, Holdings was for defective property(ies) owned by the Company and its holding the major subsidiary company which situated in the administrative area of shareholder of Shouguang city, Chenming Holdings will purchase it (them) and have the Company it (them) being transferred to itself pursuant to the law in accordance with the result of the related asset valuation if the Company decides to transfer and dispose of it (them) and there is no other transferee; (2) before the Company transfers and disposes of the defective properties pursuant to the law, if the Company suffers any economic losses due to the defects of the title (including but not limited to damages, penalties and relocation costs), Chenming Holdings will bear such economic losses; (3) during the regulatory process taken to the defective properties of buildings and land of subsidiaries of the Company situated outside the local areas (outside the administrative area of Shouguang city), the economic losses such as penalties or relocation costs imposed by competent administrative authorities to be borne by the subsidiaries arising from defects of insufficient title documents shall be paid pursuant to the law by Chenming Holdings after verification. Whether undertakings performed on time Yes If the undertakings are not performed within specified period, N/A details of the specific reasons for the incomplete performance and the next steps should be provided 2. Description on the Company’s assets and items in meeting original profit forecast and its explanation as there is profit forecast for assets and items of the Company and the reporting period is still within the profit forecast period Applicable Not applicable 116 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters II. Appropriation of funds of the Company by the controlling shareholder and other related parties for non-operating purposes Applicable Not applicable There was no appropriation of funds of the Company by the controlling shareholder and other related parties for non- operating purposes during the reporting period. III. External guarantees against the rules and regulations Applicable Not applicable There was no external guarantee provided by the Company which was against the rules and regulations during the reporting period. IV. Opinions of the Board regarding the “modified auditor’s report” for the latest period Applicable Not applicable V. Opinions of the Board, the Supervisory Committee and independent directors (if any) regarding the “modified auditor’s report” for the reporting period issued by the accountants Applicable Not applicable VI. Changes in accounting policies, accounting estimates or correction of major accounting errors as compared to the financial report for the prior year Applicable Not applicable There was no changes in accounting policies, accounting estimates or correction of major accounting errors during the reporting period. VII. Reason for changes in scope of the consolidated financial statements as compared to the financial report for the prior year Applicable Not applicable During the year, 1 subsidiary was newly established, namely Shouguang Kunwo Trading Co., Ltd., and 1 subsidiary was deregistered, namely Beijing Chenming Financial Leasing Co., Ltd. 2 subsidiaries were disposed through the transfer of 65.21% equity interest, namely Wuhan Chenming Hanyang Paper Holdings Co., Ltd. and Wuhan Chenming Qianneng Electric Power Co., Ltd. 1 subsidiary was acquired, namely Jiangxi Chenming Port Co., Ltd. 2023 ANNUAL REPORT 117 VIII Material Matters VIII. Engagement or dismissal of accounting firms Current accounting firm engaged Grant Thornton Name of the domestic accounting firm (Special General Partnership) Remuneration of the domestic accounting firm (RMB’0,000) 390 Continued term of service of the domestic accounting firm 5 Name of certified public accountants of the domestic accounting firm Jiang Tao and Guo Dongmei Continued term of service of certified public accountants of the domestic accounting firm 1 Whether to appoint another accounting firm during the period Yes No Particulars on recruitment of accounting firms, financial consultants or sponsors for internal control and auditing purposes Applicable Not applicable During the year, the Company engaged Grant Thornton (Special General Partnership) as the auditor for internal control of the Company for 2023. The Company paid RMB800,000 as internal control audit fees for prior year during the reporting period. The Company engaged Huaying Securities Co., Ltd. as its independent financial advisor in respect of the issuance of shares and payment of cash consideration for acquisition of assets, and paid RMB2.12 million as financial advisor fees during the reporting period. IX. Prospects of withdrawal from listing subsequent to the publication of the annual report Applicable Not applicable X. Matters related to bankruptcy and reorganisation Applicable Not applicable There was no matter related to bankruptcy and reorganisation during the reporting period. 118 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters XI. Material litigation and arbitration Applicable Not applicable General information Whether on the litigation provisions are Enforcement of Date of (arbitration) Amount involved made Progress Trial results and impact judgment disclosure Disclosure index Statutory demand and HK$389,112,432.44 No On 25 October 2022, the On 10 August 2023, the Company N/A 19 August 2023 http://www.cninfo.com.cn winding-up petition Company engaged Hong received the judgment made by Kong legal advisers to the Honourable Mr. Justice Harris apply for seeking the of the Court of First Instance. On dismissal or adjournment the ground that the application for of the winding-up petition arbitration in respect of the joint presented by HKK2 against venture agreement filed by the the Company at the Court Company with the HKIAC in June of First Instance. On 25 2022 is the basis of the cross-claim July 2023, the Court of First made by the Company against HKK2 Instance held a hearing on under the winding-up petition, it is the aforesaid application. ruled to stay the winding-up petition. The substantive hearing of the arbitration will be heard in May 2024. Summary of matters RMB1,029.6935 million No The amount involved in For resolved litigations, the court The amount N/A N/A not subject to ongoing cases was ordered relevant defendant and involved in disclosure as RMB54.4188 million; the guarantor to settle outstanding loans the resolved material litigation amount involved in resolved to the Company, in line with the and executed (arbitration) in which cases was RMB975.2747 request of the Company and would cases was Chenming Leasing million. not have any significant impact on RMB207.5134 is the plaintiff the operation and financial condition million, and of the Company. other cases are in the progress of execution. Summary of matters RMB8.34 million No At the first instance stage. Conclusions have not yet made. It is Not yet entered N/A N/A not subject to expected that there would not be any the execution disclosure as significant impact on the operation stage material litigation and financial condition of the (arbitration) in which Company. Chenming Leasing is the defendant Summary of matters RMB568.8137 million No The amount involved in Did not have any significant impact on The amount N/A N/A not subject to ongoing cases was the operation and financial condition involved in disclosure as RMB205.9547 million; the of the Company. the resolved material litigation amount involved in resolved and executed (arbitration) in which cases was RMB362.8590 cases was the Company and million. RMB70.2312 other subsidiaries million, and of the Company are other cases the plaintiff are in the progress of execution. 2023 ANNUAL REPORT 119 VIII Material Matters XI. Material litigation and arbitration (Continued) General information Whether on the litigation provisions are Enforcement of Date of (arbitration) Amount involved made Progress Trial results and impact judgment disclosure Disclosure index Summary of matters RMB220.6950 million No The amount involved in Did not have any significant impact on All the resolved N/A N/A not subject to ongoing cases was the operation and financial condition cases disclosure as RMB134.1828 million; the of the Company. have been material litigation amount involved in resolved executed. (arbitration) in which cases was RMB86.5122 the Company and million. other subsidiaries of the Company are the defendant XII. Punishment and rectification Applicable Not applicable Type of inspection Date of Name Type Reason and punishment Conclusion (if any) disclosure Disclosure index Zhanjiang Chenming Subsidiary On 18 May 2023, there was a safety accident occurred by General administrative As Zhanjiang Chenming actively 25 May 2023 http://www.cninfo.com.cn Shijiazhuang Kejing Waste Material Recycling Co., Ltd. punishment cooperated with the incident (“Kejing”), a residue outsourcing entity of Zhanjiang investigation, rectified the current Chenming, in the factory of Zhanjiang Chenming, safety production conditions, causing the death of four employees of Kejing. On the entered into specific safety ground that Zhanjiang Chenming’s failure in entering into production agreements with all safety production management agreement with Kejing, contractors, and identified and reaching agreement on respective safety management set up clear warning signs in all responsibilities in the outsourcing contract, arranging and premises with confined space, it initiating management over safety production accountability is eligible for a light penalty, thus and safety production of Kejing and its inclined screen Zhanjiang Emergency Management slurry residue collection spots, as well as in view of other Bureau issued the Decision for failures, Zhanjiang Emergency Management Bureau ruled Administrative Penalty and imposed that Zhanjiang Chenming had violated relevant regulations penalty of RMB1.20 million on under the Production Safety Law of the People’s Republic Zhanjiang Chenming. Zhanjiang of China. Chenming paid the aforementioned penalty on 27 February 2024. Rectification Applicable Not applicable 120 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters XII. Punishment and rectification (Continued) Learning from the lesson of the safety accident happened in the external slurry residue selling unit, Zhanjiang Chenming has further improved its safety prevention measures, strengthened the leadership responsibility and regulatory responsibility, regulated operational procedures, enhanced safety awareness, and developed emergency handling capability. Specific measures are as follow: (I) Establish sound safety production accountability system and implement safety responsibility and performance assessment for all employees (1) Establish safety production accountability appraisal system, organise and optimise the safety production duty list for employees in all departments at all levels covering from key responsible personnel and on-site operators, and implement appraisal by divisions and categories in strict compliance with safety production duty list. (2) Facilitate implementation and discover weak points through appraisal, remedy shortcomings, promote the implementation of safety production accountability for all employees, and duly implement the “two duties for one position” policy for safety production. (II) Strengthen safety management of contractors and implement unified duty coordination and management (1) Include external contractors into the unified management of the Company, formulate respective safety responsibilities and enter into specific safety management agreement. (2) Further optimise factory operation of contractors, and clarify the requirements on different procedures covering selection of contractors, in-factory notice, safety disclosure, construction approval, operation supervision, inspection and record, award and punishment. (3) Update the safety management ledger of contractor in a timely manner, require contractor to create a post of safety responsible personnel with key responsibility personnel and safety responsible personnel possessing certificates, arrange contractors to convene monthly safety management meetings and special safety inspection and safety trainings, and supervise contractors in respect of implementation, execution and correction. (III) Enhance system on confined space operation and implement strict operation control (1) Conduct comprehensive, scientific inspection on facilities, equipment and premises of the company with confined space, enhance risk management on confined space for the six aspects of inspection mechanism, identification method, risk analysis, risk identification, scientific control and effective elimination, and set up alert poster and notice board in all prominent locations of facilities, equipment and premises with confined space. (2) Firmly conduct education and training on confined space operations, especially the special safety trainings for on-site responsible personnel, supervisors, operators and emergency personnel engaging in confined space operations so as to fully enhance their safety skills and awareness. (3) Strictly conduct confined space operation management, implement strict and detailed safety rules for confined space operations, duly conduct identification, approval, supervision and other key procedures, and ensure safe confined space operation. (4) Strengthen supervision and inspection, set up part-time safety personnel in every factory and workshop to assist head of factory to conduct safety works, arrange safety management personnel to conduct weekly benchmark inspection on premises with confined space, rectify identified potential hazard based on the principle of “determination of responsible personnel, measures and terms”, and arrange special personnel to follow up rectification progress. Through strict implementation of safety production accountability system for employees, Zhanjiang Chenming strictly focus on hazardous operation management, duly perform safety management works, adhere to safety baseline and strengthen safety infrastructure construction, thereby avoiding the reoccurrence of similar issues. 2023 ANNUAL REPORT 121 VIII Material Matters XIII. Credibility of the Company, its controlling shareholders and beneficial controllers Applicable Not applicable XIV. Significant related party transactions 1. Related party transactions associated with day-to-day operation Applicable Not applicable Subject matter Pricing basis Amount of Percentage as Amount of Relationship Types of the of the of the Related party related party the amount transactions Whether Market price of Related party with the related party related party related party transaction transactions of similar approved exceeding Settlement of related available similar Disclosure Disclosure transactions Company transactions transactions transaction price (RMB’0,000) transactions (RMB’0,000) approved cap party transactions transaction date index Weifang Port Wood Chip Joint venture Labour service Port miscellaneous Market price Market price 7,880.33 8.57% N/A No Bank acceptance N/A N/A N/A Terminal Co., Ltd. fees and telegraphic transfer Total 7,880.33 Particulars on refund of bulk sale Nil Estimated total amount for day-to-day related party transactions to be conducted Nil during the period (by types of transactions) and their actual implementing during the reporting period (if any) Reasons for large differences between transaction price and market reference price N/A (if applicable) 2. Related party transaction in connection with purchase or sale of assets or equity interest Applicable Not applicable There was no related party transaction of the Company in connection with purchase or sale of assets or equity interest during the reporting period. 3. Related party transaction connected to joint external investment Applicable Not applicable There was no related party transaction of the Company connected to joint external investment. 4. Related creditors’ rights and debts transactions Applicable Not applicable Was there any non-operating related creditors’ rights and debts transaction Yes No Creditor’s rights receivable from any related party 122 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters XIV. Significant related party transactions (Continued) 4. Related creditors’ rights and debts transactions (Continued) Amount Amount Was there any increased recovered Interest for Relationship non-operating Opening during the during the the current Closing with the capital balance current period current period period balance Related party Company Reason occupation (RMB’0,000) (RMB’0,000) (RMB’0,000) Interest rate (RMB’0,000) (RMB’0,000) Shouguang Meite A joint venture Financial support No 1,829.12 – 870.02 6.00% 83.62 1,042.72 Environmental Technology Co., Ltd. Weifang Port Area Wood A joint venture Financial support No 7,167.93 – – 6.00% 383.25 7,551.18 Chip Port Co., Ltd. Wuhan Chenming Hanyang An associate Financial support No 22,978.30 – 530.00 4.75% 276.97 22,725.27 Paper Holdings Co., Ltd. Effect of related creditors’ The above creditors’ rights did not affect the ordinary operation of the Company. Moreover, they catered to the needs for development of existing rights on the operating businesses of the above entities. results and financial position of the Company Debts payable to any related party Amount increased Amount repaid Interest for Closing balance Relationship Opening during the during the the current (RMB’0,000) with the balance current period current period period Closing balance Related party Company Reason (RMB’0,000) (RMB’0,000) (RMB’0,000) Interest rate (RMB’0,000) (RMB’0,000) Chenming Holdings The controlling Financial support – 36,470.00 22,970.11 Market interest rate 61.40 13,561.29 Company Limited shareholder Guangdong Nanyue Bank An associate Borrowing 190,910.00 206,906.00 190,910.00 Market interest rate 1,988.57 206,906.00 Co., Ltd. Effect of related debts on the operating results Financial support was provided by Chenming Holdings without requiring any pledge or guarantee, which was a testament and financial position of the Company to its support and confidence in the future development of the Company, and helped the Company promote project construction and satisfy its needs for working capital. 2023 ANNUAL REPORT 123 VIII Material Matters XIV. Significant related party transactions (Continued) 5. Deals with related financial companies Applicable Not applicable There were no deposits, loans, credits, or other financial services between the Company, its related financial companies and the related parties. 6. Deals between financial companies controlled by the company and related parties Applicable Not applicable There were no deposits, loans, credits, or other financial services between the financial companies controlled by the Company and the related parties. 7. Other significant related party transactions Applicable Not applicable There was no other significant related party transaction of the Company during the reporting period. XV. Material contracts and implementation 1. Custody, contracting and leasing (1) Custody Applicable Not applicable There was no custody of the Company during the reporting period. (2) Contracting Applicable Not applicable In April 2023, Jiangxi Chenming, a subsidiary, acquired equity interest in Jiangxi Port, which is included in the scope of consolidation. The principal activities of Jiangxi Chenming Port is goods loading and transportation at wharf. In order to revitalise Jiangxi Port and enhance economic benefits to the Company, Jiangxi Chenming has contracted the businesses of Jiangxi Port to Jiangxi Yirong Investment Co., Ltd. for 5 years, and receives fixed contracting fees of RMB4.00 million per year on quarterly basis. A project which generates profit or loss for the Company representing more than 10% of the Company’s total profit during the reporting period Applicable Not applicable 124 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters XV. Material contracts and implementation (Continued) 1. Custody, contracting and leasing (Continued) (3) Leasing Applicable Not applicable Leasing description: As a lessee The Company has simplified the treatment of short-term leases and leases of low-value assets by not recognising right-of-use assets and lease liabilities. The charges to expense for short-term leases, low-value assets and variable lease payments not included in the measurement of lease liabilities during the current period are as follows: Unit: RMB Item 2023 Low-value leases 8,017,898.94 Total 8,017,898.94 As a lessor Where an operating lease is formed: According to paragraph 58 of the new lease standard, the lessor shall disclose in the notes the following information related to operating leases: Lease income, and make separate disclosure of income related to variable lease payments not included in lease receipts; Unit: RMB Item 2023 Lease income 205,849,883.65 2023 ANNUAL REPORT 125 VIII Material Matters XV. Material contracts and implementation (Continued) 1. Custody, contracting and leasing (Continued) As a lessor (Continued) The amount of undiscounted lease receipts to be received in each of the five consecutive fiscal years after the balance sheet date and the total amount of undiscounted lease receipts to be received in the remaining years. Unit: RMB Year 2023.12.31 Within 1 year after the balance sheet date 179,905,002.33 1 to 2 years after the balance sheet date 168,651,189.37 2 to 3 years after the balance sheet date 167,585,064.63 3 to 4 years after the balance sheet date 162,996,827.55 4 to 5 years after the balance sheet date 159,887,562.91 More than 5 years after the balance sheet date 165,396,559.34 Total 1,004,422,206.13 Items that bring profit or loss of more than 10% of the total profit of the Company during the reporting period Applicable Not applicable The Company did not have any leasing project that brought profit or loss to the Company amounting to more than 10% of the total profit of the Company during the reporting period. 126 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters XV. Material contracts and implementation (Continued) 2. Significant guarantees Applicable Not applicable (1) Guarantees During the reporting period, the Company provided guarantee to subsidiaries and the guarantee amount incurred was RMB11,918.5064 million. As at 31 December 2023, the balance of the external guarantee provided by the Company (including the guarantee to its subsidiaries by the Company and the guarantee provided to subsidiaries by subsidiaries) amounted to RMB13,270.2932 million, representing 79.50% of the equity attributable to shareholders of the Company in 2023. Unit: RMB’0,000 External guarantees of the Company and its subsidiaries (excluding guarantees to subsidiaries) Date of the related Guarantee announcement to related disclosing the Amount of Guarantee Counter-guarantee (if Fulfilled parties Name of obligee guarantee amount guarantee Guarantee date provided Type of guarantee Collateral any) Term or not or not Weifang Port Area Wood 24 July 2017 17,500.00 20 December 2017 9,560.00 General guarantee Credit guarantee No 10 years No Yes Chip Port Co., Ltd. Zhanjiang Runbao Trading 30 March 2022 16,000.00 25 April 2022 16,000.00 Pledge 34.64% equity Equity transfer payment 2 years No No Co., Ltd. interest in Wuhan of RMB160 million Chenming Zhanjiang Dingjin Trading 7 December 2022 13,558.19 7 December 2022 13,558.19 Mortgage Properties Remaining equity transfer 3 years No No Co., Ltd. payment of RMB136 million Shanghai Shuilan Trading 7 December 2022 45,700.00 7 December 2022 45,000.00 Pledge 100% equity interest 80% equity interest in 3 years No No Co., Ltd. in Shanghai Taixing Port held by Chongmin Shanghai Huahao Total external guarantees approved during the – Total actual external guarantees during the reporting period (A2) – reporting period (A1) Total external guarantees approved at the end of 92,758.19 Balance of total actual guarantees at the end of the reporting period (A4) 84,118.19 the reporting period (A3) 2023 ANNUAL REPORT 127 VIII Material Matters XV. Material contracts and implementation (Continued) 2. Significant guarantees (Continued) (1) Guarantees (Continued) Guarantees between the Company and its subsidiaries Date of the related Guarantee announcement to related disclosing the Amount of Guarantee Fulfilled parties Name of obligee guarantee amount guarantee Guarantee date provided Type of guarantee Collateral Counter-guarantee Term or not or not Zhanjiang Chenming Pulp & 30 March 2019 9,800.00 5 January 2021 9,800.00 General guarantee No No 5 years No No Paper Co., Ltd. Zhanjiang Chenming Pulp & 30 March 2022 91,361.61 31 May 2022 91,361.61 General guarantee No No 1 year No No Paper Co., Ltd. Zhanjiang Chenming Pulp & 30 March 2023 1,070,000.00 25 May 2023 433,385.08 General guarantee No No 1 year No No Paper Co., Ltd. Shouguang Meilun Paper 30 March 2022 21,000.00 28 February 2023 21,000.00 General guarantee No No 1 year No No Co., Ltd. Shouguang Meilun Paper 30 March 2023 500,000.00 19 June 2023 163,626.92 General guarantee No No 1 year No No Co., Ltd. Jiangxi Chenming Paper 30 March 2022 15,421.13 1 July 2022 15,421.13 General guarantee No No 1 year No No Co., Ltd. Jiangxi Chenming Paper 30 March 2023 430,000.00 24 May 2023 139,336.93 General guarantee No No 1 year No No Co., Ltd. Huanggang Chenming Pulp 30 March 2022 2,000.00 27 April 2023 2,000.00 General guarantee No No 1 year No No & Paper Co., Ltd. Huanggang Chenming Pulp 30 March 2023 380,000.00 23 May 2023 40,500.00 General guarantee No No 1 year No No & Paper Co., Ltd. Huanggang Chenming 30 March 2023 470,000.00 General guarantee No No 1 year No No Paper Technology Co., Ltd. Huanggang Chenming 15 December 2023 -50,000.00 General guarantee No No 1 year No No Paper Technology Co., Ltd. Chenming (HK) Limited 30 March 2023 200,000.00 7 December 2023 1,548.00 General guarantee No No 1 year No No Zhanjiang Chenming 30 March 2023 10,000.00 General guarantee No No 1 year No No Arboriculture Development Co., Ltd. Jilin Chenming Paper Co., 30 March 2023 30,000.00 27 June 2023 30,000.00 General guarantee No No 1 year No No Ltd. Jilin Chenming Paper Co., 15 December 2023 50,000.00 29 December 2023 14,563.93 General guarantee No No 1 year No No Ltd. Shouguang Chenming Art 30 March 2023 20,000.00 General guarantee No No 1 year No No Paper Co., Ltd. Shandong Chenming Group 30 March 2023 20,000.00 General guarantee No No 1 year No No Finance Co., Ltd. 128 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters XV. Material contracts and implementation (Continued) 2. Significant guarantees (Continued) (1) Guarantees (Continued) Guarantees between the Company and its subsidiaries Date of the related Guarantee announcement to related disclosing the Amount of Guarantee Fulfilled parties Name of obligee guarantee amount guarantee Guarantee date provided Type of guarantee Collateral Counter-guarantee Term or not or not Kunshan Tuoan Plastic 30 March 2022 2,000.00 27 February 2023 2,000.00 General guarantee No No 1 year No No Products Co., Ltd. Kunshan Tuoan Plastic 30 March 2023 10,000.00 9 August 2023 3,500.00 General guarantee No No 1 year No No Products Co., Ltd. Chenming (Singapore) Co., 30 March 2023 50,000.00 General guarantee No No 1 year No No Ltd. Shandong Chenming Paper 30 March 2022 55,996.71 19 August 2022 55,996.71 General guarantee No No 5 years No No Sales Co., Ltd. Shandong Chenming Paper 30 March 2023 350,000.00 9 August 2023 150,245.82 General guarantee No No 1 year No No Sales Co., Ltd. Shanghai Chenming Pulp & 30 March 2022 975.00 13 February 2023 975.00 General guarantee No No 1 year No No Paper Sales Co., Ltd. Shanghai Chenming Pulp & 30 March 2023 150,000.00 29 May 2023 6,450.00 General guarantee No No 1 year No No Paper Sales Co., Ltd. Huanggang Chenming Pulp 30 March 2023 30,000.00 31 August 2023 4,000.00 General guarantee No No 1 year No No & Fiber Trading Co., Ltd. Shouguang Chenming 30 March 2023 100,000.00 21 December 2023 15,000.00 General guarantee No No 1 year No No Import and Export Trade Co., Ltd. Hainan Chenming 30 March 2022 5,000.00 30 March 2023 5,000.00 General guarantee No No 1 year No No Technology Co., Ltd. Hainan Chenming 30 March 2023 100,000.00 10 August 2023 37,200.00 General guarantee No No 1 year No No Technology Co., Ltd. Chenming (Overseas) Co., 30 March 2023 30,000.00 General guarantee No No 1 year No No Ltd. Nanchang Chenming 30 March 2023 10,000.00 General guarantee No No 1 year No No Arboriculture Development Co., Ltd. Shouguang Chenming 30 March 2023 5,000.00 General guarantee No No 1 year No No Papermaking Machine Co., Ltd. Shouguang Hongxiang 30 March 2023 5,000.00 General guarantee No No 1 year No No Printing and Packaging Co., Ltd Shouguang Hongyi 30 March 2023 5,000.00 General guarantee No No 1 year No No Decorative Packaging Co., Ltd. 2023 ANNUAL REPORT 129 VIII Material Matters XV. Material contracts and implementation (Continued) 2. Significant guarantees (Continued) (1) Guarantees (Continued) Guarantees between the Company and its subsidiaries Date of the related Guarantee announcement to related disclosing the Amount of Guarantee Fulfilled parties Name of obligee guarantee amount guarantee Guarantee date provided Type of guarantee Collateral Counter-guarantee Term or not or not Shouguang Chenming 30 March 2023 5,000.00 General guarantee No No 1 year No No Modern Logistic Co., Ltd. Shandong Grand View 30 March 2023 5,000.00 General guarantee No No 1 year No No Hotel Co., Ltd. Foshan Chenming Import 30 March 2023 50,000.00 General guarantee No No 1 year No No and Export Trade Co., Ltd. Total amount of guarantee provided for 4,035,000.00 Total amount of guarantee provided for subsidiaries during the reporting period (B2) 1,191,850.64 subsidiaries approved during the reporting period (B1) Total amount of guarantee provided for 4,238,554.45 Total balance of guarantee provided for subsidiaries as at the end of the reporting period (B4) 1,242,911.13 subsidiaries approved as at the end of the reporting period (B3) Guarantees between subsidiaries Total amount of guarantee provided for – Total amount of guarantee provided for subsidiaries during the reporting period (C2) – subsidiaries approved during the reporting period (C1) Total amount of guarantee provided for – Total balance of guarantee provided for subsidiaries as at the end of the reporting period (C4) – subsidiaries approved as at the end of the reporting period (C3) Total amount of guarantee provided (i.e. sum of the above three guarantee amount) Total amount of guarantee approved during the 4,035,000.00 Total amount of guarantee during the reporting period (A2+B2+C2) 1,191,850.64 reporting period (A1+B1+C1) Total amount of guarantee approved as at the 4,331,312.64 Total balance of guarantee as at the end of the reporting period (A4+B4+C4) 1,327,029.32 end of the reporting period (A3+B3+C3) The percentage of total amount of guarantee 79.50% provided (i.e. A4+B4+C4) to the net assets of the Company Of which: Balance of guarantee provided for shareholders, beneficial controllers and its related parties (D) – Balance of guarantee directly or indirectly provided for obligors with gearing ratio over 70% (E) 334,927.53 Total amount of guarantee provided in excess of 50% of net assets (F) 492,420.56 Sum of the above three amount of guarantee (D+E+F) 827,348.09 For the unexpired guarantee contract, the guarantee liability has occurred during the reporting period or there is evidence showing that it is possible to bear joint liability for repayment No (if any) Providing external guarantees in violation of prescribed procedures (if any) No 130 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters XV. Material contracts and implementation (Continued) 3. Entrusted cash and asset management (1) Entrusted wealth management Applicable Not applicable The Company did not have any entrusted wealth management during the reporting period. (2) Entrusted loans Applicable Not applicable The Company did not have any entrusted loans during the reporting period. 4. Other material contracts Applicable Not applicable The Company did not have any other material contracts during the reporting period. 2023 ANNUAL REPORT 131 VIII Material Matters XVI. Other matters of significance Applicable Not applicable 1. Payment of corporate bonds of RMB350 million On 3 April 2023, the Company entrusted the Shenzhen Branch of China Securities Depository & Clearing Co., Ltd. to complete the payment of principal and interest of “18 Chenming Bond 01” of RMB350 million in accordance with the “First Tranche of Corporate Bonds Publicly Issued to Qualified Investors in 2018”. The bond was delisted from the Shenzhen Stock Exchange on the same day. For details, please refer to the relevant announcement disclosed by the Company on CNINFO on 30 March 2023 (announcement number: 2023-015) and the overseas regulatory announcement disclosed by the Company on the website of Hong Kong Stock Exchange on 30 March 2023. 2. Redemption of perpetual bonds of RMB1 billion On 11 July 2017, the Company issued the 2017 First Tranche of Medium-term Notes (bond abbreviation: 17 Lu Chenming MTN001, bond code: 101779001) amounting to RMB1 billion with a term of 3+N. According to the “Prospectus of the Company’s 2017 First Tranche of Medium-term Notes”, “17 Lu Chenming MTN001” is subject to the issuer’s redemption option. On 11 May 2023, the Company disclosed the Announcement on Exercise of Redemption Option of Issuer of 2017 First Tranche of Medium-term Notes of Shandong Chenming Paper Holders Limited on Shanghai Clearing House (www.shclearing.com) and China Money (www.chinamoney.com.cn), and redeemed the RMB1 billion perpetual bonds in full on 12 July 2023, with principal and interest payment amounted to RMB1,089.70 million. To date, all the bonds of the Company have been redeemed. For details, please refer to the relevant announcement disclosed by the Company on CNINFO on 15 July 2023 (announcement number: 2023-049) and the overseas regulatory announcement disclosed by the Company on the website of Hong Kong Stock Exchange on 14 July 2023. 132 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters XVI. Other matters of significance (Continued) 3. Termination of asset purchase through the issuance of shares and cash payments On 27 February 2023, the Company convened the 2023 first extraordinary general meeting, the 2023 first class meeting for holders of domestic-listed shares and the 2023 first class meeting for holders of overseas-listed shares, at which the Company considered and approved relevant resolutions including the Report on the Agreement on Asset Purchase through Issuance of Shares and Cash Payments and Connected Transactions (Draft) of the Company. The Company intended to acquire 1.19% equity interests in Shouguang Meilun held by Dongxing Securities Investment Co., Ltd., 44.44% limited partnership share in Chenrong Fund held by Chongqing International Trust Inc. through issuance of shares. The Company’s wholly-owned subsidiary, Chenming Investment, intended to acquire 0.22% general partnership interest in Chenrong Fund held by Chenming (Qingdao) Asset Management Co., Ltd. through cash payment. The type of shares to be issued by the Company is A shares, the price of the shares to be issued is RMB4.42 per share, and the number of shares to be issued is 71,841,345 shares. On 14 March 2023, the Company received the Notice on the Acceptance of Application Documents for Asset Purchase through the Issuance of Shares of Shandong Chenming Paper Holdings Limited (Shen Zheng Shang Shen [2023] No. 259) ( ( [2023]259 )) from the Shenzhen Stock Exchange. On 29 June 2023, the Company convened the eighth extraordinary general meeting of the tenth session of the Board and the fourth extraordinary general meeting of the tenth session of the Supervisory Committee, at which the Company considered and approved the Resolution on the Termination of the Asset Purchase through Issuance of Shares and Cash Payments and Connected Transactions and Withdrawal of the Application Documents and agreed to terminate the transaction, sign the relevant termination agreement with the counterparty if needed and apply to the Shenzhen Stock Exchange for relevant application documents for the withdrawal of the transaction. For details, please refer to the relevant announcements disclosed by the Company on CNINFO on 28 February 2023, 16 March 2023 and 30 June 2023 (announcement number: 2023-010, 2023-014, 2023-048) and the relevant announcements disclosed by the Company on the website of Hong Kong Stock Exchange on 27 February 2023, 15 March 2023 and 29 June 2023. 2023 ANNUAL REPORT 133 VIII Material Matters XVI. Other matters of significance (Continued) 4. Information disclosure index for 2023 Annual Report Announcement No. Subject matter Date of publication Publication website and index 2023-001 Announcement on Receipt of Government Subsidies 3 January 2023 http://www.cninfo.com.cn 2023-002 Announcement on Pledge of Shares and Partial Release of 19 January 2023 http://www.cninfo.com.cn Pledge of Shares by Shareholders 2023-003 Announcement on Resolutions of the Sixth Extraordinary 20 January 2023 http://www.cninfo.com.cn Meeting of the Tenth Session of the Board of Directors 2023-004 Announcement on Resolutions of the Third Extraordinary 20 January 2023 http://www.cninfo.com.cn Meeting of the Tenth Session of the Supervisory Committee 2023-005 Notice of the 2023 First Extraordinary General Meeting, 2023 30 January 2023 http://www.cninfo.com.cn First Class Meeting for Holders of Domestic-listed Shares, and 2023 First Class Meeting for Holders of Overseas-listed Shares 2023-006 Announcement on Effects of Dilution on the Current Earnings 20 January 2023 http://www.cninfo.com.cn Per Share As a Result of the Transaction and Relevant Remedial Arrangement of the Company 2023-007 2022 Annual Results Forecast 31 January 2023 http://www.cninfo.com.cn 2023-008 Announcement on the Continued Pledge of Shares held by 11 February 2023 http://www.cninfo.com.cn Shareholders 2023-009 Reply to the Inquiry Letter on Restructuring from the Shenzhen 16 February 2023 http://www.cninfo.com.cn Stock Exchange 2023-010 Announcement on Resolutions of the 2023 First Extraordinary 28 February 2023 http://www.cninfo.com.cn General Meeting, 2023 First Class Meeting for Holders of Domestic-listed Shares, and 2023 First Class Meeting for Holders of Overseas-listed Shares 2023-011 Self-inspection Report on the Trading of Shares by Insiders 28 February 2023 http://www.cninfo.com.cn on Asset Purchase Through Issuance of Shares and Cash Payments and Related Party Transaction 2023-012 Supplementary Announcement on the Self-inspection Report on 7 March 2023 http://www.cninfo.com.cn the Trading of Shares by Insiders on Asset Purchase Through Issuance of Shares and Cash Payments and Related Party Transaction 2023-013 Announcement on the Continued Pledge of Shares held by 11 March 2023 http://www.cninfo.com.cn Shareholders 2023-014 Announcement on the Acceptance of Asset Purchase Through 16 March 2023 http://www.cninfo.com.cn Issuance of Shares and Cash Payments and Related Party Transaction by the Shenzhen Stock Exchange 2023-015 Shandong Chenming Paper Holdings Limited Announcement on 30 March 2023 http://www.cninfo.com.cn Payment of 2023 Interest and Delisting with Respect to the First Tranche of Corporate Bonds Publicly Issued to Qualified Investors in 2018 2023-016 Announcement on Resolutions of the Fourth Meeting of the 31 March 2023 http://www.cninfo.com.cn Tenth Session of the Board of Directors 2023-017 Announcement on Resolutions of the Fourth Extraordinary 31 March 2023 http://www.cninfo.com.cn Meeting of the Tenth Session of the Supervisory Committee 134 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters XVI. Other matters of significance (Continued) 4. Information disclosure index for 2023 Annual Report (Continued) Announcement No. Subject matter Date of publication Publication website and index 2023-018 2022 Annual Report Summary 31 March 2023 http://www.cninfo.com.cn 2023-019 Notice of 2022 Annual General Meeting 31 March 2023 http://www.cninfo.com.cn 2023-020 Special Statement on Securities Investment in 2022 31 March 2023 http://www.cninfo.com.cn 2023-021 Announcement on Appointment of Auditor for 2023 31 March 2023 http://www.cninfo.com.cn 2023-022 Announcement on the Development of Equipment Financing 31 March 2023 http://www.cninfo.com.cn Business 2023-023 Announcement on Carrying out Factoring Business of Accounts 31 March 2023 http://www.cninfo.com.cn Receivable 2023-024 Announcement on Expected Provision of Guarantees to 31 March 2023 http://www.cninfo.com.cn Subsidiaries for 2023 2023-025 Special Statement on the Proposed Non-Distribution of Profit 31 March 2023 http://www.cninfo.com.cn for 2022 2023-026 Announcement on Changes in Accounting Policies 31 March 2023 http://www.cninfo.com.cn 2023-027 Announcement on the 2022 Annual Online Performance Briefing 31 March 2023 http://www.cninfo.com.cn 2023-028 Announcement on Receiving the Notice on Suspending the 1 April 2023 http://www.cninfo.com.cn Review of Asset Purchase Through Issuance of Shares and Cash Payments and Related Party Transaction from the Shenzhen Stock Exchange 2023-029 Supplementary Notice of 2022 Annual General Meeting 1 April 2023 http://www.cninfo.com.cn 2023-030 Announcement on Resolutions of the Seventh Extraordinary 20 April 2023 http://www.cninfo.com.cn Meeting of the Tenth Session of the Board of Directors 2023-031 Announcement on the Operational Property-secured Loan by a 20 April 2023 http://www.cninfo.com.cn Subsidiary and Provision of Guarantee therefor 2023-032 Notice of the 2023 Second Extraordinary General Meeting 20 April 2023 http://www.cninfo.com.cn 2023-033 Announcement on the Continued Pledge of Shares held by 22 April 2023 http://www.cninfo.com.cn Shareholders 2023-034 Announcement on Application for Resumption of Review of 25 April 2023 http://www.cninfo.com.cn Asset Purchase Through Issuance of Shares and Cash Payments and Related Party Transaction 2023-035 Announcement on Receiving the Notice of Resumption of 26 April 2023 http://www.cninfo.com.cn Review from the Shenzhen Stock Exchange 2023-036 Announcement on Signing a Strategic Cooperation Agreement 26 April 2023 http://www.cninfo.com.cn with China Construction Bank Shandong Branch 2023-037 Announcement on the Meeting Arrangements for the Review 26 April 2023 http://www.cninfo.com.cn of Asset Purchase Through Issuance of Shares and Cash Payments and Related Party Transaction by the Listing Review Center of the Shenzhen Stock Exchange 2023-038 Announcement on Receiving the Opinion Implementation 28 April 2023 http://www.cninfo.com.cn Letter from the Listing Review Center of the Shenzhen Stock Exchange 2023 ANNUAL REPORT 135 VIII Material Matters XVI. Other matters of significance (Continued) 4. Information disclosure index for 2023 Annual Report (Continued) Announcement No. Subject matter Date of publication Publication website and index 2023-039 Announcement on Resolutions of the Fifth Meeting of the Tenth 29 April 2023 http://www.cninfo.com.cn Session of the Board of Directors 2023-040 Announcement on Resolutions of the Fifth Meeting of the Tenth 29 April 2023 http://www.cninfo.com.cn Session of the Supervisory Committee 2023-041 2023 First Quarterly Report 29 April 2023 http://www.cninfo.com.cn 2023-042 Announcement on Signing of the Agreement on the Recovery of 29 April 2023 http://www.cninfo.com.cn State-owned Construction Land Use Right signed by Wuhan Chenming 2023-043 Announcement on Resolutions of the 2023 Second Extraordinary 9 May 2023 http://www.cninfo.com.cn General Meeting 2023-044 Announcement on Resolutions of 2022 Annual General Meeting 13 May 2023 http://www.cninfo.com.cn 2023-045 Announcement on Safety Accidents Occurred by the Slurry 25 May 2023 http://www.cninfo.com.cn Residue Outsourcing Entity of a Subsidiary 2023-046 Announcement on Resolutions of the Eighth Extraordinary 30 June 2023 http://www.cninfo.com.cn Meeting of the Tenth Session of the Board of Directors 2023-047 Announcement on Resolutions of the Fourth Extraordinary 30 June 2023 http://www.cninfo.com.cn Meeting of the Tenth Session of the Supervisory Committee 2023-048 Announcement on Termination and Withdrawal of Application 30 June 2023 http://www.cninfo.com.cn Documents for Asset Purchase Through Issuance of Shares and Cash Payments 2023-049 Announcement on Completion of Payment for 2017 First 15 July 2023 http://www.cninfo.com.cn Tranche of Medium-term Notes 2023-050 Announcement on Self-Inspection Report of Insider Trading 15 July 2023 http://www.cninfo.com.cn in Respect of the Termination of Share Issuance and Cash Payments for Asset Purchase 2023-051 2023 Interim Results Forecast 15 July 2023 http://www.cninfo.com.cn 2023-052 Announcement on the Continued Pledge of Shares held by 15 July 2023 http://www.cninfo.com.cn Shareholders 2023-053 Announcement on Resolutions of the Ninth Extraordinary 18 July 2023 http://www.cninfo.com.cn Meeting of the Tenth Session of the Board of Directors 2023-054 Announcement on Resolutions of the Fifth Extraordinary Meeting 18 July 2023 http://www.cninfo.com.cn of the Tenth Session of the Supervisory Committee 2023-055 Announcement on Failing to Fulfil the Unlocking Conditions for 18 July 2023 http://www.cninfo.com.cn the Second Unlocking Period Under the 2020 Restricted A Share Incentive Scheme and Repurchase and Cancellation of Certain Restricted Shares 2023-056 Review Opinions on the Unlocking Conditions for the Second 18 July 2023 http://www.cninfo.com.cn Unlocking Period Under the 2020 Restricted A Share Incentive Scheme and Repurchase and Cancellation of Certain Restricted Shares of the Supervisory Committee 2023-057 Announcement on Repurchase and Cancellation of Certain 18 July 2023 http://www.cninfo.com.cn Restricted Shares and Notice to Creditors 2023-058 Announcement on Risks in Relation to the Ownership of B 18 July 2023 http://www.cninfo.com.cn Shares and H Shares Held by the Controlling Shareholder 2023-059 Announcement on the Release of Pledge of Shareholders’ 26 July 2023 http://www.cninfo.com.cn Shares 136 SHANDONG CHENMING PAPER HOLDINGS LIMITED VIII Material Matters XVI. Other matters of significance (Continued) 4. Information disclosure index for 2023 Annual Report (Continued) Announcement No. Subject matter Date of publication Publication website and index 2023-060 Announcement on Continued Pledge of Shares held by 29 July 2023 http://www.cninfo.com.cn Shareholders 2023-061 Announcement on Continued Pledge of Shares held by 11 August 2023 http://www.cninfo.com.cn Shareholders 2023-062 Announcement on the Progress of Litigation 19 August 2023 http://www.cninfo.com.cn 2023-063 Announcement on Pledge of Shareholders’ Shares 29 August 2023 http://www.cninfo.com.cn 2023-064 Announcement of Resolutions of the Board of Directors on 31 August 2023 http://www.cninfo.com.cn Interim Report 2023-065 Announcement of Resolutions of the Supervisory Committee on 31 August 2023 http://www.cninfo.com.cn Interim Report 2023-066 2023 Interim Report Summary 31 August 2023 http://www.cninfo.com.cn 2023-067 Announcement on Resolutions of the Tenth Extraordinary 9 September 2023 http://www.cninfo.com.cn Meeting of the Tenth Session of the Board of Directors 2023-068 Announcement on Partial Disposal of Equity Interest in Wuhan 9 September 2023 http://www.cninfo.com.cn Chenming 2023-069 Announcement on Provision of External Financial Assistance 9 September 2023 http://www.cninfo.com.cn upon the Disposal of Equity Interest in Wuhan Chenming 2023-070 Notice of 2023 Third Extraordinary General Meeting 9 September 2023 http://www.cninfo.com.cn 2023-071 Announcement on Resolutions of the Eleventh Extraordinary 21 September 2023 http://www.cninfo.com.cn Meeting of the Tenth Session of the Board of Directors 2023-072 Announcement on Capital Increase and Introduction of Strategic 21 September 2023 http://www.cninfo.com.cn Investors of a Majority-owned Subsidiary 2023-073 Announcement on Resolution of the 2023 Third Extraordinary 27 September 2023 http://www.cninfo.com.cn General Meeting 2023-074 Announcement on Resolutions of the Twelfth Extraordinary 9 October 2023 http://www.cninfo.com.cn Meeting of the Tenth Session of the Board of Directors 2023-075 Announcement on Change of General Manager of the Company 9 October 2023 http://www.cninfo.com.cn 2023-076 2023 Third Quarterly Report 31 October 2023 http://www.cninfo.com.cn 2023-077 Announcement on Continued Pledge of Shares held by 4 November 2023 http://www.cninfo.com.cn Shareholders 2023-078 Announcement on Completion of Repurchase and Cancellation 23 November 2023 http://www.cninfo.com.cn of Certain Restricted Shares 2023-079 Announcement on Continued Pledge of Shares held by 25 November 2023 http://www.cninfo.com.cn Shareholders 2023-080 Announcement on Resolutions of the Thirteenth Extraordinary 29 November 2023 http://www.cninfo.com.cn Meeting of the Tenth Session of the Board of Directors 2023-081 Announcement on the Disposal of Equity Interest in Investee 29 November 2023 http://www.cninfo.com.cn 2023-082 Announcement on Adjustment to Amount of Guarantee Between 15 December 2023 http://www.cninfo.com.cn Subsidiaries 2023-083 Announcement on Pledge of Shareholders’ Shares 22 December 2023 http://www.cninfo.com.cn 2023-084 Announcement on Progress of the Disposal of Equity Interest in 27 December 2023 http://www.cninfo.com.cn Investee 2023-085 Announcement on Pledge of Shareholders’ Shares 30 December 2023 http://www.cninfo.com.cn 2023 ANNUAL REPORT 137 VIII Material Matters XVII. Matters of significant of subsidiaries of the Company Applicable Not applicable 1. Introduction of strategic investors by Zhanjiang Chenming On 20 September 2023, the Company convened the eleventh extraordinary meeting of the tenth session of the Board, at which the Proposal on Capital Contribution and Introduction of Strategic Investors of a Controlling Subsidiary was considered and approved. Given the promising development prospects of Zhanjiang Chenming, a controlling subsidiary of the Company, and the high recognition of the pulp and paper integration strategic layout, Shandong Caixin Investment Co., Ltd., a wholly-owned subsidiary of Shandong key state-owned enterprise Shandong Caixin Asset Operation Co., Ltd., made capital contribution to Zhanjiang Chenming in the amount of RMB300 million. For details, please refer to the relevant announcement disclosed by the Company published on CNINFO on 21 September 2023 (announcement no.: 2023-072) and the overseas regulatory announcement disclosed on the website of Hong Kong Stock Exchange on 20 September 2023. 2. Business status of Chenming Leasing At present, the Company focuses on the development of its principal activities, i.e. pulp production and paper making, and continues to reduce the size of the financial leasing business. As at the end of the reporting period, the balance of financial leases of Chenming Leasing decreased to RMB4.8 billion. As affected by the macro-economic condition, some clients experienced short-term operational difficulties. some financial lease receivables were overdue with the overdue principals amounting to RMB1,440 million, for which provisions of RMB430 million were made, and a provision coverage rate of 29.9%. Certain assets have been seized through litigation. The Company has resorted to, among other things, control of the underlying assets, litigation for seizure, recovery for guarantors and debt reconstruction with the overall risks under control. 138 SHANDONG CHENMING PAPER HOLDINGS LIMITED IX Changes in Share Capital and Shareholders I. Changes in shares 1. Changes in shares Unit: share Opening balance Change during the reporting period (+/-) Closing balance Shares converted Amount Percentage New issue Bonus issue from reserves Others Subtotal Amount Percentage I. Restricted shares 61,489,837 2.06% -24,911,250 -24,911,250 36,578,587 1.24% 1. Shares held by other domestic investors 61,489,837 2.06% -24,911,250 -24,911,250 36,578,587 1.24% Including: Shares held by domestic natural persons 61,489,837 2.06% -24,911,250 -24,911,250 36,578,587 1.24% II. Non-restricted shares 2,918,252,363 97.94% 1,982,250 1,982,250 2,920,234,613 98.76% 1. RMB ordinary shares 1,683,561,847 56.50% 1,982,250 1,982,250 1,685,544,097 57.00% 2. Domestic listed foreign shares 706,385,266 23.71% 706,385,266 23.89% 3. Overseas listed foreign shares 528,305,250 17.73% 528,305,250 17.87% III. Total number of shares 2,979,742,200 100.00% -22,929,000 -22,929,000 2,956,813,200 100.00% The reasons for such changes Applicable Not applicable The Shenzhen Branch of China Securities Depository and Clearing Corporation Limited recalculated the statutory quota of transferable shares for the Directors, Supervisors and Senior Management of the Company this year at 25% on the first trading day of this year based on the shares of the Company registered under the names of its Directors, Supervisors and Senior Management on the last trading day of the previous year, resulting in a reduction of 1,982,250 RMB ordinary shares in the locked shares of Senior Management and an increase of 1,982,250 RMB ordinary shares in restricted shares. Pursuant to the 2020 Restricted A Share Incentive Scheme (Draft), a total of 22,929,000 restricted A shares that have granted to participants but not yet unlocked were repurchased and cancelled, resulting in a reduction of 22,929,000 shares in both restricted shares and total number of shares. 2023 ANNUAL REPORT 139 IX Changes in Share Capital and Shareholders I. Changes in shares (Continued) 1. Changes in shares (Continued) Approval of changes in shareholding Applicable Not applicable On 17 July 2023, the Company convened the ninth extraordinary meeting of the tenth session of the Board and the fifth extraordinary meeting of the tenth session of the Supervisory Committee, at which the Resolution on the Failure Fulfilment of the Unlocking Conditions for the Second Unlocking Period under the 2020 Restricted A Share Incentive Scheme and Repurchase and Cancellation of Certain Restricted Shares was considered and approved. The results for 2022 of the Company failed to pass the performance appraisal targets at company level set for the second unlocking period as set out in the 2020 Restricted A Share Incentive Scheme (Draft) and the Assessment Management Measures for the 2020 Restricted A Shares Incentive Scheme. Meanwhile, 5 participants lost their incentive qualification due to their resignation. The Board of the Company repurchased and cancelled 22,929,000 restricted A shares of the participants that have been granted but not yet unlocked, representing 28.81% of the total number of shares granted under the 2020 Restricted A Share Incentive Scheme. On 20 November 2023, the Company completed the repurchase and cancellation of 22,929,000 restricted A shares at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. Transfer of shares arising from changes in shareholding Applicable Not applicable The effects of changes in shareholding on financial indicators such as basic earnings per share, diluted earnings per share and net assets per share attributable to ordinary shareholders of the Company for the latest year and the latest period Applicable Not applicable Other information considered necessary by the Company or required by the securities regulatory authorities to be disclosed Applicable Not applicable 140 SHANDONG CHENMING PAPER HOLDINGS LIMITED IX Changes in Share Capital and Shareholders I. Changes in shares (Continued) 2. Changes in restricted shares Applicable Not applicable Unit: share Restricted Restricted Restricted shares at the shares released shares increased Restricted beginning of during the during the shares at the Name of shareholders period period period end of period Reason for restriction Date of release from restriction Chen Hongguo 23,310,033 0 6,000,000 17,310,033 Restricted shares of the participants of 20 November 2023 the Share Incentive Scheme Locked-up shares of Directors, Supervisors and Senior Management Hu Changqing 3,782,143 0 2,250,000 1,532,143 Restricted shares of the participants of 750,000 locked-up shares of Directors, the Share Incentive Scheme Supervisors and Senior Management were released on 3 January 2023; Locked-up shares of Directors, 1,500,000 restricted shares under the Supervisors and Senior Management Equity Incentive Scheme completed registration for repurchase and cancellation on 20 November 2023. Li Xingchun 3,750,000 0 1,500,000 2,250,000 Restricted shares of the participants of 20 November 2023 the Share Incentive Scheme Locked-up shares of Directors, Supervisors and Senior Management Li Feng 2,929,520 0 1,350,000 1,579,520 Restricted shares of the participants of 450,000 locked-up shares of Directors, the Share Incentive Scheme Supervisors and Senior Management Locked-up shares of Directors, were released on 3 January 2023; Supervisors and Senior Management 900,000 restricted shares under the Equity Incentive Scheme completed registration for repurchase and cancellation on 20 November 2023. Li Weixian 1,560,900 0 957,300 603,600 Restricted shares of the participants of 357,300 locked-up shares of Directors, the Share Incentive Scheme Supervisors and Senior Management Locked-up shares of Directors, were released on 3 January 2023; Supervisors and Senior Management 600,000 restricted shares under the Equity Incentive Scheme completed registration for repurchase and cancellation on 20 November 2023. Li Kang 111,975 0 0 111,975 Locked-up shares of Directors, In accordance with relevant Supervisors and Senior Management requirements for shares held by Directors, Supervisors and Senior Management Li Xueqin 2,895,991 0 900,000 1,995,991 Restricted shares of the participants of 20 November 2023 the Share Incentive Scheme Locked-up shares of Directors, Supervisors and Senior Management 2023 ANNUAL REPORT 141 IX Changes in Share Capital and Shareholders I. Changes in shares (Continued) 2. Changes in restricted shares (Continued) Restricted Restricted Restricted shares at the shares released shares increased Restricted beginning of during the during the shares at the Name of shareholders period period period end of period Reason for restriction Date of release from restriction Li Zhenzhong 1,584,750 0 724,950 859,800 Restricted shares of the participants of 124,950 locked-up shares of Directors, the Share Incentive Scheme Supervisors and Senior Management Locked-up shares of Directors, were released on 3 January 2023; Supervisors and Senior Management 600,000 restricted shares under the Equity Incentive Scheme completed registration for repurchase and cancellation on 20 November 2023. Li Mingtang 750,000 0 450,000 300,000 Restricted shares of the participants of 150,000 locked-up shares of Directors, the Share Incentive Scheme Supervisors and Senior Management Locked-up shares of Directors, were released on 3 January 2023; Supervisors and Senior Management 300,000 restricted shares under the Equity Incentive Scheme completed registration for repurchase and cancellation on 20 November 2023. Dong Lianming 750,000 0 450,000 300,000 Restricted shares of the participants of 150,000 locked-up shares of Directors, the Share Incentive Scheme Supervisors and Senior Management were released on 3 January 2023; 300,000 restricted shares under the Equity Incentive Scheme completed registration for repurchase and cancellation on 20 November 2023. Yuan Xikun 258,525 0 90,000 168,525 Restricted shares of the participants of 20 November 2023 the Share Incentive Scheme Other 88 participants 19,806,000 0 10,239,000 9,567,000 Restricted shares of the participants of 20 November 2023 under the 2020 the Share Incentive Scheme Restricted A Share Incentive Scheme other than the aforementioned directors and senior management Total 61,489,837 0 24,911,250 36,578,587 142 SHANDONG CHENMING PAPER HOLDINGS LIMITED IX Changes in Share Capital and Shareholders II. Issuance and listing of securities 1. Issuance of securities (excluding preference shares) during the reporting period Applicable Not applicable 2. Changes in the total number of shares and structure of shareholders and the structure of the assets and liabilities of the Company Applicable Not applicable On 17 July 2023, the Company convened the ninth extraordinary meeting of the tenth session of the Board and the fifth extraordinary meeting of the tenth session of the Supervisory Committee, at which the Resolution on the Failure Fulfilment of the Unlocking Conditions for the Second Unlocking Period under the 2020 Restricted A Share Incentive Scheme and Repurchase and Cancellation of Certain Restricted Shares was considered and approved. On 20 November 2023, the Company completed the registration for the repurchase and cancellation of certain restricted shares that have been granted to 98 participants but not yet unlocked under the 2020 Restricted A Share Incentive Scheme. A total of 22,929,000 A shares were repurchased and cancelled. The total number of shares of the Company changed to 2,956,813,200 shares from 2,979,742,200, and there was no change in controlling shareholder of the Company. Upon the repurchase and cancellation of 22,929,000 A shares, there was no change on net assets, while both assets and liabilities decreased by RMB66.2288 million. 3. Existing staff shares Applicable Not applicable 2023 ANNUAL REPORT 143 IX Changes in Share Capital and Shareholders III. Shareholders and beneficial controllers 1. Total number of shareholders and shareholdings Unit: share Total number of 142,995, of which Total number of 140,889, of which Total number of 0 Total number of 0 ordinary shareholders 121,718 were holders ordinary shareholders 119,803 were holders holders of preference holders of preference as at the end of the of A shares, 20,954 as at the end of the of A shares, 20,763 shares with restore shares with restored reporting period were holders of B month prior to the were holders of B voting right as at the voting right as at the shares and 323 were publication date of shares and 323 were end of the reporting end of the month prior holders of H shares this annual report holders of H shares period to the disclosure date of the annual report Shareholdings of shareholders interested in more than 5% of the shares of the Company or Top 10 shareholders (excluding the shares lent under refinancing business) Changes Number of (increase or shares held decrease) Percentage at the end of during the Number of Number of Nature of of the reporting reporting restricted non-restricted Name of shareholders shareholders shareholding period period shares held shares held Share pledged or locked-up Status of shares Number CHENMING HOLDINGS COMPANY LIMITED State-owned legal 15.47% 457,322,919 0 0 457,322,919 Pledged 268,994,000 person HKSCC NOMINEES LIMITED Overseas legal 12.63% 373,461,275 72,650 0 373,461,275 person CHENMING HOLDINGS (HONG KONG) LIMITED Overseas legal 12.32% 364,131,563 0 0 364,131,563 (Note 1) person Hong Zejun Domestic natural 1.19% 35,300,000 -41,400,000 0 35,300,000 person Chen Hongguo Domestic natural 0.85% 25,080,044 -6,000,000 17,310,033 7,770,011 person SHANDONG SUN HOLDINGS GROUP CO., LTD. Domestic non- 0.85% 24,987,117 0 0 24,987,117 state-owned legal person China Merchants Securities (HK) Co., Limited Overseas legal 0.71% 20,972,258 10,432,024 0 20,972,258 person VANGUARD EMERGING MARKETS STOCK INDEX Overseas legal 0.50% 14,852,146 163,800 0 14,852,146 FUND person VANGUARD TOTAL INTERNATIONAL STOCK INDEX Overseas legal 0.50% 14,771,945 0 0 14,771,945 FUND person HONG KONG SECURITIES CLEARING COMPANY Overseas legal 0.38% 11,251,780 -6,460,301 0 11,251,780 LIMITED person Strategic investors or general legal persons who Nil become the top ten shareholders due to the placement of new shares Related party relationship or acting in concert among A shareholder, Chenming Holdings (Hong Kong) Limited, which is an overseas legal person, is a wholly-owned subsidiary of a shareholder, the above shareholders Chenming Holdings Company Limited, which is a state-owned legal person; A shareholder, Chen Hongguo, is the legal representative and chairman of Chenming Holdings Company Limited. Save for the above, it is not aware that any other shareholders of tradable shares are persons acting in concert. It is also not aware that any other shareholders of tradable shares are related to each other. Explanation of the aforementioned shareholders’ Nil entrusted/entrusted voting rights and waiver of voting rights Special explanation for designated repurchase accounts Nil among the top ten shareholders 144 SHANDONG CHENMING PAPER HOLDINGS LIMITED IX Changes in Share Capital and Shareholders III. Shareholders and beneficial controllers (Continued) 1. Total number of shareholders and shareholdings (Continued) Shareholdings of the top ten non-restricted shareholders Number of non- restricted shares held as at the end of the Name of shareholder reporting period Class of shares Class of shares Number CHENMING HOLDINGS COMPANY LIMITED 457,322,919 RMB ordinary shares 457,322,919 HKSCC NOMINEES LIMITED 373,461,275 Overseas listed foreign shares 373,461,275 CHENMING HOLDINGS (HONG KONG) LIMITED 364,131,563 Domestic listed foreign shares 210,717,563 (Note 1) Overseas listed foreign shares 153,414,000 Hong Zejun 35,300,000 RMB ordinary shares 35,300,000 SHANDONG SUN HOLDINGS GROUP CO., LTD. 24,987,117 RMB ordinary shares 24,987,117 China Merchants Securities (HK) Co., Limited 20,972,258 Domestic listed foreign shares 20,972,258 VANGUARD EMERGING MARKETS STOCK 14,852,146 Domestic listed foreign shares 14,852,146 INDEX FUND VANGUARD TOTAL INTERNATIONAL STOCK 14,771,945 Domestic listed foreign shares 14,771,945 INDEX FUND HONG KONG SECURITIES CLEARING COMPANY LIMITED 11,251,780 RMB ordinary shares 11,251,780 GUOTAI JUNAN SECURITIES (HONG KONG) 6,252,684 Domestic listed foreign shares 6,252,684 LIMITED Related party relationship or acting in concert A shareholder, Chenming Holdings (Hong Kong) Limited, which is an overseas legal person, is among the top ten shareholders of non- a wholly-owned subsidiary of a shareholder, Chenming Holdings Company Limited, which is restricted shares, and between the top ten a state-owned legal person. Save for the above, it is not aware that any other shareholders of shareholders of non-restricted shares and the tradable shares are persons acting in concert. It is also not aware that any other shareholders top ten shareholders of tradable shares are related to each other. Securities margin trading of top ten ordinary Chenming Holdings Company Limited held 457,322,919 RMB ordinary shares, of which Shareholders 326,322,919 shares were held through ordinary account and 131,000,000 shares were held through credit guarantee security account; Hong Zejun held 35,300,000 RMB ordinary shares, of which no share was held through ordinary account and 35,300,000 shares were held through credit guarantee security account; Shandong Sun Holdings Group Co., Ltd. held 24,987,117 RMB ordinary shares, of which no share was held through ordinary account and 24,987,117 shares were held through credit guarantee security account. Note 1: In order to meet its own capital needs, Chenming Holdings (Hong Kong) Limited conducted share financing business with overseas institutions, entrusting 210,717,563 B shares and 153,414,000 H shares of the Company held by it to the custody brokerage designated by overseas institutions. The aforesaid shares were subject to the risk of not to be recovered, which may lead to a reduction in the Company’s shareholding, but does not affect Chenming Holdings’ position as the largest shareholder, and does not affect the Company’s control. For details, please refer to the announcement disclosed by the Company on CNINFO on 18 July 2023 (announcement no.: 2023-058) and the insider information disclosed by the Company on the website of Hong Kong Stock Exchange on 18 July 2023. Share lending by top 10 shareholders under refinancing business Applicable Not applicable Changes in top 10 shareholders as compared to prior period Applicable Not applicable 2023 ANNUAL REPORT 145 IX Changes in Share Capital and Shareholders III. Shareholders and beneficial controllers (Continued) 1. Total number of shareholders and shareholdings (Continued) Changes in top 10 shareholders as compared to prior period (Continued) Unit: share Changes in top 10 shareholders as compared to prior period Shareholding under ordinary account and credit account and Number of shares lent out but not the number of shares lent out but yet returned under refinancing not yet returned under refinancing arrangement as at the end of arrangement as at the end of the period the period Addition/exit during Percentage of Percentage of Name of shareholder (full name) the reporting period Total total share capital Total total share capital GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED Exit 0.00 0.00% 6,252,684 0.00% China Merchants Securities (HK) Co., Limited Addition 0.00 0.00% 20,972,258 0.00% Whether an agreed repurchase transaction was entered into during the reporting period by the top 10 ordinary shareholders and top 10 non-restricted ordinary shareholders of the Company Yes No The top 10 ordinary shareholders and top 10 non-restricted ordinary shareholders of the Company did not enter into any agreed repurchase transaction during the reporting period. 146 SHANDONG CHENMING PAPER HOLDINGS LIMITED IX Changes in Share Capital and Shareholders III. Shareholders and beneficial controllers (Continued) 2. Controlling shareholders of the Company Nature of controlling shareholder: regional state-owned enterprise Type of controlling shareholder: legal person Legal representative/ Name of controlling Person in charge shareholders of the unit Date of establishment Enterprise code Principal business CHENMING HOLDINGS Chen Hongguo 30 December 2005 91370783783485189Q Investment in paper COMPANY LIMITED making, electricity, heat and arboriculture by its own capital. Shareholdings of controlling shareholders who Save for the Company, Chenming Holdings Company Limited is indirectly have control or hold shares in other domestic or interested in 10.16% equity interest in Zhejiang Kingland Pipeline and overseas listed companies during the reporting Technologies Co., Ltd. period Change of controlling shareholders during the reporting period Applicable Not applicable There was no change in the controlling shareholders of the Company during the reporting period. 3. Beneficial controller of the Company and persons acting in concert Nature of the beneficial controller: Regional state-owned assets administration authority Type of the beneficial controller: legal person Legal representative/ Person in charge of Date of Name of beneficial controller the unit establishment Enterprise code Principal business State-owned Assets Supervision and N/A 1 August 1991 N/A Responsible for the management Administration Bureau of Shouguang and capital operation of the state- City owned assets of enterprises and business units in Shouguang city. Shareholdings of beneficial controller who Save for the Company, State-owned Assets Supervision and Administration Office of Shouguang City is has control or holds shares in other also the beneficial controller of Shandong Molong Petroleum Machinery Co. Ltd. and Zhejiang Kingland domestic or overseas listed companies Pipeline and Technologies Co., Ltd. during the reporting period 2023 ANNUAL REPORT 147 IX Changes in Share Capital and Shareholders III. Shareholders and beneficial controllers (Continued) 3. Beneficial controller of the Company and persons acting in concert (Continued) Change of beneficial controller during the reporting period Applicable Not applicable There was no change in the beneficial owner of the Company during the reporting period. Chart illustrating the relationship between the Company and the beneficial controller State-owned Assets Supervision and Administration Commission of Shouguang City Shandong Shouguang Jinxin Investment Development Holdings Group Co., Ltd. Chenming Holdings Company Limited Chenming Holdings (Hong Kong) Limited Shandong Chenming Paper Holdings Limited Beneficial controller controlling the Company through trust or other asset management method Applicable Not applicable 148 SHANDONG CHENMING PAPER HOLDINGS LIMITED IX Changes in Share Capital and Shareholders III. Shareholders and beneficial controllers (Continued) 4. The number of shares pledged by the controlling shareholder or the largest shareholder of the Company and persons acting in concert with it reaches 80% of the number of shares held by them in aggregate Applicable Not applicable 5. Other legal person shareholders interested in over 10% of the shares of the Company Applicable Not applicable 6. Restrictions on decrease in shareholding by controlling shareholders, beneficial controller, reorganising party and other undertaking parties Applicable Not applicable IV. The implementation of share repurchase during the reporting period Progress of share repurchase Applicable Not applicable Progress of decrease in the holding of repurchased shares by way of bidding Applicable Not applicable 2023 ANNUAL REPORT 149 X Preference Shares Applicable Not applicable The Company had no preference shares during the reporting period. 150 SHANDONG CHENMING PAPER HOLDINGS LIMITED XI Bonds Applicable Not applicable 2023 ANNUAL REPORT 151 XII Financial Report I. Auditors’ Report Type of auditor’s opinion Standard and unqualified opinions The date of the audit report signed 28 March 2024 Name of the auditor Grant Thornton (Special General Partnership) Reference number of the auditor’s report Zhi Tong Shen Zi (2024) No. 371A005892 Name of certified public accountants Jiang Tao and Guo Dongmei Text of the auditor’s report To all shareholders of Shandong Chenming Paper Holdings Limited: I. Auditor’s opinion We have audited the financial statements of Shandong Chenming Paper Holdings Limited (hereinafter “Chenming Paper”), which comprise the consolidated and the Company’s balance sheets as at 31 December 2023, the consolidated and the Company’s profit and loss statements, the consolidated and the Company’s cash flow statements and the consolidated and the Company’s statements of changes in shareholders’ equity for 2023 and notes to the relevant financial statements. In our opinion, the accompanying financial statements were prepared in accordance with the Accounting Standards for Business Enterprises in all material aspects and give a true and fair view of the consolidated and the Company’s financial position of Chenming Paper as at 31 December 2023 and of its consolidated and the Company’s operating results and cash flows for 2023. II. Basis of opinions We have conducted our audit in accordance with the Chinese Auditing Standards issued by the Chinese Institute of Certified Public Accountants. Our responsibilities under those standards are further described in the responsibilities of certified public accountants for the audit of the financial statements section of the auditor’s report. We are independent of Chenming Paper in accordance with the ethical codes of Chinese certified public accountants, and we have fulfilled our other ethical responsibilities in accordance with the codes. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. III. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current period. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. 152 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report (i) Impairment provision test for inventories of machine-made paper For detailed disclosures of relevant information, please see note V. 13 and note VII. 8 of the financial statements. 1. Details The inventory balance of Chenming Paper as at the end of 2023 was RMB4,977,238,900, of which the balance of raw materials, work in progress and goods in stock related to machine-made paper business was RMB3,493,260,800, with a provision for impairment of inventories of RMB19,060,900 and a carrying value of RMB3,474,199,900. As at the balance sheet date, inventories of machine-made paper are measured at the lower of cost or net realisable value by the management of Chenming Paper (the “management”), and provision for impairment of inventories is made on the basis of the excess of the cost of an individual inventory over its net realisable value. The management determines the estimated selling price based on historical selling prices, contracted selling prices, etc., taking into account the purpose for which the inventories are held, and the net realisable value of inventories is determined by deducting the estimated costs to be incurred to completion, estimated selling expenses and related taxes from the estimated selling price. We have identified impairment provision test for inventories of machine-made paper as a key audit matter due to the significant amount of inventories of machine-made paper and the significant management judgement involved in determining the net realisable value of inventories. 2. Application for auditing We have carried out the following audit procedures for the impairment provision test for inventories of machine-made paper: (1) we identified and evaluated and tested the effectiveness of the design and operation of key internal controls related to impairment provision for inventories of machine-made paper; (2) we identified and evaluated whether the accounting policies and accounting estimates of Chenming Paper for impairment provision for inventories of machine-made paper comply with the Accounting Standards for Business Enterprises and industry practices; (3) we supervised inventory taking and monitored the status of inventories of machine-made paper, and checked the identification of obsolete and aged inventories; (4) we obtained an inventory ageing schedule of machine-made paper and performed a review of the status and turnover of aged inventories; and (5) we obtained a copy of the inventory impairment table of machine-made paper, assessed the reasonableness of the significant estimates made by management in determining the net realisable value by reviewing subsequent selling prices, and performed recalculations. 2023 ANNUAL REPORT 153 XII Financial Report (ii) Recognition of revenue from machine-made paper For detailed disclosures of relevant information, please see note V. 30 and note VII. 48 of the financial statements. 1. Details For the year 2023, Chenming Paper achieved operating revenue of RMB26,608,570,200, of which RMB23,892,883,800 was from machine-made paper and pulp, accounting for 89.79% of the operating revenue. For domestic machine-made paper sales business, Chenming Paper recognised the revenue after the goods were delivered and signed by the customer for confirmation; for foreign machine-made paper sales business, Chenming Paper recognised the revenue after the goods were loaded on board and declared. As revenue is one of the key performance indicators of Chenming Paper, and the revenue from the sales of machine-made paper accounts for a relatively huge proportion of the total revenue due to its enormous sales volume, there may be potential misstatement in relation to whether revenue recognition is accounted for in the appropriate period of the financial statements, which has a significant impact on the financial statements. Therefore, we have identified recognition of revenue from machine-made paper as a key audit matter. 2. Application for auditing We have carried out the following audit procedures for the recognition of revenue from machine-made paper: (1) we identified, evaluated and tested the effectiveness of the design and operation of key internal controls related to machine-made paper sales business of Chenming Paper; (2) we conducted sampling inspections on sales contracts, identified contract terms and conditions related to the transfer of control of the goods, assessed whether the timing of recognition of sales revenue from Chenming Paper meets the requirements of the Accounting Standards for Business Enterprises; (3) we analysed revenue and gross profit by taking into account product types and identified whether the abnormal fluctuations in the amount of revenue are reasonable in the current period; (4) we inspected the occurrence of on-the-spot recognition of sales at the end of the inspection period and inspected goods returns after the inspection period to determine the accuracy of revenue recognition during the period; (5) we collected samples from sales revenue recorded around the balance sheet date for cut-off tests; verified delivery orders and other supporting documents to assess whether sales revenue is recorded in the appropriate accounting period; and (6) we sought external confirmations for clients with larger sales during the period. 154 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report IV. Other information The management of Chenming Paper is responsible for other information. Other information includes the information covered in the 2023 annual report of Chenming Paper, but does not include the financial statements and our audit report. Our audit opinions published in the financial statements do not cover other information and we do not publish any form of assurance conclusion on other information. In conjunction with our audit of the financial statements, our responsibility is to read other information, during which we consider whether there is significant inconsistency or other material misstatement of other information with the financial statements or what we have learned during the audit. Based on the work we have performed, if we determine that there is a material misstatement of other information, we should report that fact. In this regard, we have nothing to report. V. Management and management responsibility for financial statements The management of Chenming Paper is responsible for the preparation of financial statements in accordance with the requirements of the Accounting Standards for Business Enterprises to enable them to achieve fair reflection, and to achieve the design, implementation and maintenance of necessary internal controls so that the financial statements are free of material misstatements due to fraud or errors. In the preparation of the financial statements, the management is responsible for assessing the continuing operations capabilities of Chenming Paper, disclosing issues related to going concern (if applicable), and applying the going concern assumption unless the management plans to liquidate Chenming Paper, terminate operations or have no other realistic options. The management is responsible for supervising the financial reporting process of Chenming Paper. VI. Auditor’s responsibility for auditing financial statements Our objective is to obtain reasonable assurance as to whether the entire financial statements are free from material misstatement due to fraud or errors and to issue an audit report containing audit opinions. Reasonable assurance is a high level of assurance, but it does not guarantee that an audit performed in accordance with auditing standards can always discover a major misstatement when it exists. Misstatements may be caused by fraud or errors, and are generally considered to be material if it is reasonably expected that misstatements, individually or in aggregate, may affect the economic decision made by users of financial statements based on the financial statements. 2023 ANNUAL REPORT 155 XII Financial Report In the process of conducting audit work in accordance with auditing standards, we use professional judgment and maintain professional suspicion. At the same time, we also perform the following tasks: (1) To identify and assess risks of material misstatement of financial statements due to fraud or errors, design and implement audit procedures to address these risks, and obtain adequate and appropriate audit evidence, together perform as a basis for issuing audit opinions. Since fraud may involve collusion, falsification, intentional omission, misrepresentation or override of internal controls, the risk of failing to detect a material misstatement due to fraud is higher than the risk of failing to detect a material misstatement due to an error. (2) To understand audit-related internal controls to design appropriate audit procedures. (3) To evaluate the appropriateness of accounting policies adopted by the management and the reasonableness of accounting estimates and related disclosures. (4) To conclude on the appropriateness of management’s use of the continuing operation assumption. At the same time, according to the audit evidence obtained, it may lead to conclusions as to whether there are significant uncertainties in matters or circumstances that have significant doubts about the ability of Chenming Paper to continue its operations. If we conclude that there are significant uncertainties, the auditing standards require us to request the users of the report to pay attention to the relevant disclosures in the financial statements in the audit report; if the disclosure is not sufficient, we should publish modified audit report. Our conclusions are based on the information available as of the date of the audit report. However, future events or conditions may cause Chenming Paper to cease to continue as a going concern. (5) Evaluate the overall presentation, structure, and content of the financial statements and evaluate whether the financial statements fairly reflect the relevant transactions and matters. (6) To obtain sufficient and appropriate audit evidence on the financial information of entities or business activities in Chenming Paper to express opinions on the financial statements. We are responsible for guiding, supervising and executing group audits, and take full responsibility for the audit opinion. We communicate with the management on planned audit scope, time arrangements and major audit findings, including communication of the internal control deficiencies that we identified during the audit. We also provide statements to the management on compliance with ethical requirements related to independence, and communicate with the management on all relationships and other matters that may reasonably be considered to affect our independence, as well as related preventive measures (if applicable). 156 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report From the matters we communicated with the management, we determine which matters are most important for the audit of the financial statements for the current period and thus constitute the key audit matters. We describe these matters in our audit report, unless laws and regulations prohibit the public disclosure of these matters, or in rare cases, if it is reasonably expected that the negative consequences of disclosing something in the audit report will outweigh the benefits to the public interest, we determine that the matter should not be reported in the audit report. Grant Thornton Chinese Certified Public Accountant (Special General Partnership) (Project Partner) Chinese Certified Public Accountant Beijing, China 28 March 2024 2023 ANNUAL REPORT 157 XII Financial Report II. Financial Statements The unit in the notes to the financial statements is: RMB 1. Consolidated Balance Sheet Prepared by: Shandong Chenming Paper Holdings Limited 31 December 2023 Unit: RMB Item 31 December 2023 31 December 2022 CURRENT ASSETS: Monetary funds 12,124,832,831.30 14,000,434,986.08 Financial assets held for trading 46,294,291.71 74,708,444.88 Bills receivable 411,600,000.00 – Accounts receivable 2,528,507,059.83 3,212,260,445.96 Accounts receivable financing 215,884,249.97 924,960,384.16 Prepayments 825,135,156.21 788,191,626.82 Other receivables 2,224,904,557.88 1,717,445,443.44 Including: Interest receivable – – Dividend receivable – – Inventories 4,958,178,000.36 6,821,916,159.95 Non-current assets due within one year 4,161,725,935.75 3,998,724,415.85 Other current assets 1,068,826,944.78 1,180,807,801.62 Total current assets 28,565,889,027.79 32,719,449,708.76 158 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report Item 31 December 2023 31 December 2022 NON-CURRENT ASSETS: Long-term receivables 339,293,533.35 1,486,807,783.47 Long-term equity investments 4,685,199,385.73 4,277,013,369.56 Other non-current financial assets 781,561,040.57 786,750,761.62 Investment property 6,049,242,696.36 6,256,723,113.15 Fixed assets 33,186,248,169.56 33,797,738,695.30 Construction in progress 859,617,965.16 558,866,880.36 Bearer biological assets 17,684,687.36 13,697,336.80 Right-of-use assets 167,815,311.50 181,614,699.25 Intangible assets 2,002,360,891.85 1,831,338,830.92 Goodwill 35,220,543.80 26,946,905.38 Long-term prepaid expenses 39,979,161.49 44,462,851.45 Deferred income tax assets 1,689,857,881.49 1,335,700,565.60 Other non-current assets 1,067,082,657.57 983,905,908.00 Total non-current assets 50,921,163,925.79 51,581,567,700.86 Total assets 79,487,052,953.58 84,301,017,409.62 2023 ANNUAL REPORT 159 XII Financial Report Item 31 December 2023 31 December 2022 CURRENT LIABILITIES: Short-term borrowings 33,475,479,021.62 36,385,048,295.02 Bills payable 4,618,986,463.95 3,128,595,835.04 Accounts payable 3,902,620,870.20 4,114,966,767.76 Receipts in advance 16,242,921.65 14,261,436.67 Contract liabilities 1,443,680,155.62 1,306,029,389.80 Employee benefits payable 74,337,158.44 144,925,887.00 Taxes payable 99,709,707.56 261,011,669.09 Other payables 2,414,752,127.19 1,870,403,909.17 Including: Interest payable 15,895,930.51 Dividend payable – – Non-current liabilities due within one year 3,631,937,677.82 4,673,505,241.86 Other current liabilities 100,000,000.00 – Total current liabilities 49,777,746,104.05 51,898,748,431.41 160 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report Item 31 December 2023 31 December 2022 NON-CURRENT LIABILITIES: Long-term borrowings 4,681,014,489.64 3,982,236,251.08 Lease liabilities 41,987,022.85 53,596,047.46 Long-term payables 2,541,095,217.66 3,160,771,126.31 Deferred income 1,337,864,114.70 1,469,230,468.46 Deferred income tax liabilities 9,490,159.05 8,181,264.29 Other non-current liabilities – – Total non-current liabilities 8,611,451,003.90 8,674,015,157.60 Total liabilities 58,389,197,107.95 60,572,763,589.01 2023 ANNUAL REPORT 161 XII Financial Report Item 31 December 2023 31 December 2022 OWNERS’ EQUITY: Share capital 2,956,813,200.00 2,979,742,200.00 Other equity instruments – 996,000,000.00 Including: Preference shares – – Perpetual Bonds – 996,000,000.00 Capital reserves 5,328,790,899.61 5,361,200,522.29 Less: Treasury shares 63,432,450.00 128,780,100.00 Other comprehensive income -864,881,489.08 -821,940,694.57 Special reserves 23,322,829.57 15,791,710.95 Surplus reserves 1,212,009,109.97 1,212,009,109.97 General risk provisions 79,370,294.91 79,900,268.71 Retained profit 8,020,182,801.55 9,390,642,477.57 Total equity attributable to owners of the Company 16,692,175,196.53 19,084,565,494.92 Minority interest 4,405,680,649.10 4,643,688,325.69 Total owners’ equity 21,097,855,845.63 23,728,253,820.61 Total liabilities and owners’ equity 79,487,052,953.58 84,301,017,409.62 Legal Representative: Financial controller: Head of the financial department: Chen Hongguo Dong Lianming Zhang Bo 2. Balance sheet of the Company Unit: RMB Item 31 December 2023 31 December 2022 CURRENT ASSETS: Monetary funds 4,421,608,897.40 5,661,807,164.72 Bills receivable 3,024,868,267.23 3,482,822,426.80 Accounts receivable 28,216,771.01 134,755,527.73 Prepayments 476,746,114.74 375,206,833.58 Other receivables 9,237,241,240.86 9,337,019,470.13 Including: Interest receivable – – Dividend receivable – – Inventories 554,028,121.69 692,338,698.67 Non-current assets due within one year 3,428,684.19 13,434,710.01 Other current assets 62,834,527.02 86,159,558.49 Total current assets 17,808,972,624.14 19,783,544,390.13 162 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report Item 31 December 2023 31 December 2022 NON-CURRENT ASSETS: Long-term receivables 12,485,720.05 15,914,404.25 Long-term equity investments 18,298,999,830.51 18,826,163,036.33 Other non-current financial assets 122,462,024.19 123,750,761.62 Fixed assets 3,415,454,701.17 3,654,340,361.49 Construction in progress 38,707,761.30 24,865,009.58 Intangible assets 476,297,197.96 490,533,559.72 Deferred income tax assets 571,194,789.79 518,171,288.92 Other non-current assets 12,692,260.70 986,260.70 Total non-current assets 22,948,294,285.67 23,654,724,682.61 Total assets 40,757,266,909.81 43,438,269,072.74 2023 ANNUAL REPORT 163 XII Financial Report Item 31 December 2023 31 December 2022 CURRENT LIABILITIES: Short-term borrowings 13,172,491,176.11 12,885,183,530.81 Bills payable 6,699,118,643.16 9,455,780,407.30 Accounts payable 1,817,323,321.03 1,288,578,359.05 Contract liabilities 1,454,807,158.83 1,503,256,921.15 Employee benefits payable 38,778,024.93 65,349,838.50 Taxes payable 9,022,105.28 11,729,028.39 Other payables 1,412,965,873.90 1,856,098,294.14 Including: Interest payable – 15,895,930.51 Dividend payable – – Non-current liabilities due within one year 734,311,029.42 1,171,869,377.78 Total current liabilities 25,338,817,332.66 28,237,845,757.12 164 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report Item 31 December 2023 31 December 2022 NON-CURRENT LIABILITIES: Long-term borrowings 1,795,000,000.00 1,698,253,561.10 Long-term payables 1,281,983,636.99 150,911,348.00 Deferred income 31,530,836.20 33,251,328.04 Total non-current liabilities 3,108,514,473.19 1,882,416,237.14 Total liabilities 28,447,331,805.85 30,120,261,994.26 2023 ANNUAL REPORT 165 XII Financial Report Item 31 December 2023 31 December 2022 OWNERS’ EQUITY: Share capital 2,956,813,200.00 2,979,742,200.00 Other equity instruments – 996,000,000.00 Including: Preference shares – – Perpetual Bonds – 996,000,000.00 Capital reserves 5,073,338,869.19 5,147,225,041.11 Less: Treasury shares 63,432,450.00 128,780,100.00 Special reserves 4,612,641.99 2,066,138.15 Surplus reserves 1,199,819,528.06 1,199,819,528.06 Retained profit 3,138,783,314.72 3,121,934,271.16 Total owners’ equity 12,309,935,103.96 13,318,007,078.48 Total liabilities and owners’ equity 40,757,266,909.81 43,438,269,072.74 166 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report 3. Consolidated Income Statement Unit: RMB Item 2023 2022 I. Total revenue 26,608,570,228.20 32,004,367,320.91 Including: Revenue 26,608,570,228.20 32,004,367,320.91 II. Total operating costs 28,768,694,490.76 32,046,430,688.65 Including: Revenue 24,445,486,299.93 27,373,725,707.00 Taxes and surcharges 227,802,365.12 243,139,315.06 Sales and distribution expenses 230,999,637.43 242,181,274.09 General and administrative expenses 690,319,782.01 750,546,703.34 Research and development expense 1,164,419,698.13 1,290,281,540.10 Finance expenses 2,009,666,708.14 2,146,556,149.06 Including: Interest expenses 1,908,394,881.89 2,081,067,895.66 Interest income 201,101,017.34 309,987,478.19 Plus: Other income 337,324,331.43 242,223,168.86 Investment income (“-” denotes loss) 505,067,035.78 -76,042,787.35 Including: Investment income from associates and joint ventures 128,934,922.00 24,116,757.95 Gains on derecognition of financial assets measured at amortised cost (“-” denotes loss) -99,744,741.95 -137,464,855.58 Gain on change in fair value (“-” denotes loss) -25,555,304.50 -25,253,928.81 Credit impairment loss (“-” denotes loss) -319,956,249.39 -86,076,968.56 Loss on impairment of assets (“-” denotes loss) -45,007,299.22 -17,659,966.20 Gain on disposal of assets (“-” denotes loss) 14,607,428.91 161,092,513.76 III. Operating profit (“-” denotes loss) -1,693,644,319.55 156,218,663.96 Plus: Non-operating income 2,998,769.41 77,248,685.76 Less: Non-operating expenses 19,058,851.67 51,198,001.72 IV. Total profit (“-” denotes total loss) -1,709,704,401.81 182,269,348.00 Less: Income tax expenses -383,061,983.95 -135,093,343.41 2023 ANNUAL REPORT 167 XII Financial Report Item 2023 2022 V. Net profit (“-” denotes net loss) -1,326,642,417.86 317,362,691.41 (i) Classification according to the continuity of operation 1. Net profit from continuing operations (“-” denotes net loss) -1,326,642,417.86 317,362,691.41 2. Net profit from discontinued operations (“-” denotes net loss) – – (ii) Classification according to ownership 1. Net profit attributable to shareholders of the Company -1,281,289,649.82 189,290,120.82 2. Profit or loss of minority interest -45,352,768.04 128,072,570.59 VI. Net other comprehensive income after tax -42,940,794.51 -376,357,965.21 Net other comprehensive income after tax attributable to owners of the Company -42,940,794.51 -376,357,965.21 (i) Other comprehensive income that cannot be reclassified to profit and loss – – (ii) Other comprehensive income that will be reclassified to profit and loss -42,940,794.51 -376,357,965.21 1. Exchange differences arising from translation of financial statements denominated in foreign currencies -41,716,787.49 -376,954,395.08 2. Other comprehensive income that may be reclassified to profit and loss under the equity method -1,224,007.02 596,429.87 Other comprehensive income, net of tax attributable to minority interest – – VII. Total comprehensive income -1,369,583,212.37 -58,995,273.80 Total comprehensive income attributable to shareholders of the Company -1,324,230,444.33 -187,067,844.39 Total comprehensive income attributable to minority interest -45,352,768.04 128,072,570.59 VIII. Earnings per share (i) Basic earnings per share -0.45 0.03 (ii) Diluted earnings per share -0.45 0.03 Legal Representative: Financial controller: Head of the financial department: Chen Hongguo Dong Lianming Zhang Bo 168 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report 4. Income statement of the Company Unit: RMB Item 2023 2022 I. Revenue 7,579,414,619.45 7,520,064,602.48 Less: Operating costs 7,176,479,930.73 7,046,088,687.44 Taxes and surcharges 37,636,362.13 33,903,732.08 Sales and distribution expenses 8,462,782.60 8,097,899.53 General and administrative expenses 140,689,667.12 143,936,740.47 Research and development expense 252,057,763.89 269,160,568.77 Finance expenses 274,265,017.24 775,464,172.57 Including: Interest expenses 469,512,534.61 942,221,009.81 Interest income 410,504,372.73 426,232,368.25 Plus: Other income 59,642,240.78 40,656,440.23 Investment income (“-” denotes loss) 357,646,522.46 673,446,949.24 Including: Investment income from associates and joint ventures 99,693,847.76 -314,623.14 Gains on derecognition of financial assets measured at amortised cost (“-” denotes loss) -47,421,175.71 -63,403,215.00 Gain on change in fair value (“-” denotes loss) 310,000.00 5,350,000.00 Credit impairment loss (“-” denotes loss) -8,773,992.60 10,519,416.80 Loss on impairment of assets (“-” denotes loss) -16,979,924.08 -12,924,176.52 Gain on disposal of assets (“-” denotes loss) -21,301,396.27 151,386,962.31 II. Operating profit (“-” denotes loss) 60,366,546.03 111,848,393.68 Plus: Non-operating income 541,593.38 73,996,545.76 Less: Non-operating expenses 7,382,596.72 20,105,385.25 III. Total profit (“-” denotes total loss) 53,525,542.69 165,739,554.19 Less: Income tax expenses -53,023,500.87 -124,253,256.38 IV. Net profit (“-” denotes net loss) 106,549,043.56 289,992,810.57 (i) Net profit from continuing operations (“-” denotes net loss) 106,549,043.56 289,992,810.57 (ii) Net profit from discontinued operations (“-” denotes net loss) – – V. Total comprehensive income 106,549,043.56 289,992,810.57 2023 ANNUAL REPORT 169 XII Financial Report 5. Consolidated cash flow statement Unit: RMB Item 2023 2022 I. Cash flows from operating activities: Cash received from sales of goods and rendering of services 27,966,458,590.37 34,004,940,977.95 Tax rebates received 167,475,052.87 774,636,352.39 Cash received relating to other operating activities 1,031,185,120.95 1,438,951,565.79 Subtotal of cash inflows from operating activities 29,165,118,764.19 36,218,528,896.13 Cash paid for goods and services 20,996,101,741.25 27,914,460,565.12 Cash paid to and for employees 1,355,503,347.12 1,378,611,065.39 Payments of taxes and surcharges 866,089,499.58 1,181,977,144.95 Cash paid relating to other operating activities 1,557,474,867.42 2,293,655,878.30 Subtotal of cash outflows from operating activities 24,775,169,455.37 32,768,704,653.76 Net cash flows from operating activities 4,389,949,308.82 3,449,824,242.37 II. Cash flows from investing activities: Cash received from investments 1,598,737.43 1,526,241.63 Cash received from investment income 66,558,010.99 37,543,374.81 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 210,115,150.25 232,394,062.31 Net cash received from disposal of subsidiaries and other business units 99,329,954.44 – Cash received relating to other investing activities – – Subtotal of cash inflows from investing activities 377,601,853.11 271,463,678.75 Cash paid for purchase of fixed assets, intangible assets and other long-term assets 314,376,125.86 885,436,648.94 Cash paid on investments – 1,463,000,000.00 Net cash paid for acquisition of subsidiaries and other business units 4,934,751.03 367,997,918.78 Cash paid relating to other investing activities – – Subtotal of cash outflows from investing activities 319,310,876.89 2,716,434,567.72 Net cash flows from investing activities 58,290,976.22 -2,444,970,888.97 170 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report Item 2023 2022 III. Cash flows from financing activities: Cash received from investments 300,000,000.00 1,400,000,000.00 Including: Cash received from subsidiaries from minority investment 300,000,000.00 1,400,000,000.00 Cash received from borrowings 32,279,984,571.38 32,477,133,959.53 Cash received relating to other financing activities 2,697,290,383.69 3,719,090,394.82 Subtotal of cash inflows from financing activities 35,277,274,955.07 37,596,224,354.35 Cash repayments of amounts borrowed 34,204,285,275.28 31,525,777,100.64 Cash paid for dividend and profit distribution or interest payment 2,244,930,422.38 2,362,284,448.94 Including: Dividend and profit paid by subsidiaries to minority shareholders 254,313,617.44 200,352,435.08 Cash paid relating to other financing activities 4,611,801,356.33 5,689,222,885.22 Subtotal of cash outflows from financing activities 41,061,017,053.99 39,577,284,434.80 Net cash flows from financing activities -5,783,742,098.92 -1,981,060,080.45 IV. Effect of foreign exchange rate changes on cash and cash equivalents -59,724,593.02 -33,248,970.46 V. Net increase in cash and cash equivalents -1,395,226,406.90 -1,009,455,697.51 Plus: Balance of cash and cash equivalents as at the beginning of the period 2,159,460,149.51 3,168,915,847.02 VI. Balance of cash and cash equivalents as at the end of the period 764,233,742.61 2,159,460,149.51 2023 ANNUAL REPORT 171 XII Financial Report 6. Cash flow statement of the Company Unit: RMB Item 2023 2022 I. Cash flows from operating activities: Cash received from sales of goods and rendering of services 8,501,405,410.34 9,262,082,947.68 Tax rebates received 10,186,261.55 9,335,732.78 Cash received relating to other operating activities 455,821,934.12 546,476,129.29 Subtotal of cash inflows from operating activities 8,967,413,606.01 9,817,894,809.75 Cash paid for goods and services 7,495,797,116.97 7,950,820,408.32 Cash paid to and for employees 337,462,560.61 298,994,477.43 Payments of taxes and surcharges 53,252,740.71 200,234,241.01 Cash paid relating to other operating activities 474,578,098.99 876,312,163.51 Subtotal of cash outflows from operating activities 8,361,090,517.28 9,326,361,290.27 Net cash flows from operating activities 606,323,088.73 491,533,519.48 II. Cash flows from investing activities: Cash received from investments 147,471,372.61 1,526,241.63 Cash received from investment income 112,467,060.62 918,541,961.59 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 40,668,050.26 175,178,998.35 Subtotal of cash inflows from investing activities 300,606,483.49 1,095,247,201.57 Cash paid for purchase of fixed assets, intangible assets and other long-term assets 20,519,612.30 30,885,811.90 Subtotal of cash outflows used in investing activities 20,519,612.30 30,885,811.90 Net cash flows from investing activities 280,086,871.19 1,064,361,389.67 172 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report Item 2023 2022 III. Cash flows from financing activities: Cash received from borrowings 19,258,041,006.64 19,328,476,282.36 Cash received relating to other financing activities 1,590,113,157.73 771,135,279.77 Subtotal of cash inflows from financing activities 20,848,154,164.37 20,099,611,562.13 Cash repayments of amounts borrowed 19,259,308,611.34 20,169,398,149.54 Cash paid for dividend and profit distribution or interest payment 471,489,436.79 612,303,611.03 Cash paid relating to other financing activities 1,880,449,249.46 1,533,109,819.21 Subtotal of cash outflows from financing activities 21,611,247,297.59 22,314,811,579.78 Net cash flows from financing activities -763,093,133.22 -2,215,200,017.65 IV. Effect of foreign exchange rate changes on cash and cash equivalents -6,501,936.29 -177,257.07 V. Net increase in cash and cash equivalents 116,814,890.41 -659,482,365.57 Plus: Balance of cash and cash equivalents as at the beginning of the period 233,971,948.99 893,454,314.56 VI. Balance of cash and cash equivalents as at the end of the period 350,786,839.40 233,971,948.99 2023 ANNUAL REPORT 173 174 7. Consolidated statement of changes in owners’ equity Amount for the reporting period Unit: RMB 2023 Equity attributable to owners of the Company Other equity instruments Less: Other Preference Perpetual Capital Treasury comprehensive Special Surplus General risk Total owners’ Item Share capital shares Bonds Others reserves shares income reserves reserves provisions Retained profit Others Subtotal Minority interest equity XII Financial Report I. Balance as at the end of the prior year 2,979,742,200.00 – 996,000,000.00 – 5,361,200,522.29 128,780,100.00 -821,940,694.57 15,791,710.95 1,212,009,109.97 79,900,268.71 9,390,642,477.57 – 19,084,565,494.92 4,643,688,325.69 23,728,253,820.61 Others – – II. Balance as at the beginning of the year 2,979,742,200.00 – 996,000,000.00 – 5,361,200,522.29 128,780,100.00 -821,940,694.57 15,791,710.95 1,212,009,109.97 79,900,268.71 9,390,642,477.57 – 19,084,565,494.92 4,643,688,325.69 23,728,253,820.61 III. Changes in the period (“-” denotes decrease) -22,929,000.00 – -996,000,000.00 – -32,409,622.68 -65,347,650.00 -42,940,794.51 7,531,118.62 – -529,973.80 -1,370,459,676.02 – -2,392,390,298.39 -238,007,676.59 -2,630,397,974.98 (i) Total comprehensive income – – – – – – -42,940,794.51 – – – -1,281,289,649.82 -1,324,230,444.33 -45,352,768.04 -1,369,583,212.37 SHANDONG CHENMING PAPER HOLDINGS LIMITED (ii) Capital paid in and reduced by owners -22,929,000.00 – -996,000,000.00 – -32,409,622.68 -65,347,650.00 – – – – – – -985,990,972.68 51,682,676.42 -934,308,296.26 1. Ordinary shares paid by owners – – – – – – – – – – – – – 51,682,676.42 51,682,676.42 2. Capital paid by holders of other equity instruments – – -996,000,000.00 -4,000,000.00 – – – – – – – -1,000,000,000.00 – -1,000,000,000.00 3. Amount of share-based payments recognised in owners’ equity -22,929,000.00 – – – -69,886,171.92 -65,347,650.00 – – – – – – -27,467,521.92 – -27,467,521.92 4. Others – – – – 41,476,549.24 – – – – – – – 41,476,549.24 – 41,476,549.24 (iii) Profit distribution – – – – – – – – – -529,973.80 -89,170,026.20 – -89,700,000.00 -254,313,617.44 -344,013,617.44 1. Transfer to general risk provisions – – – – – – – – – -529,973.80 529,973.80 – – – – 2. Distribution to owners (or shareholders) – – – – – – – – – – -89,700,000.00 -89,700,000.00 -254,313,617.44 -344,013,617.44 (iv) Transfer within owners’ equity – – – – – – – – – – – – – 9,976,032.47 9,976,032.47 1. Others – – – – – – – – – – – – 9,976,032.47 9,976,032.47 (v) Special reserves – – – – – – – 7,531,118.62 – – – – 7,531,118.62 – 7,531,118.62 1. Withdrew in the period – – – – – – – 31,146,275.32 – – – 31,146,275.32 – 31,146,275.32 2. Used in the period – – – – – – – -23,615,156.70 – – – – -23,615,156.70 – -23,615,156.70 IV. Balance as at the end of the period 2,956,813,200.00 – – – 5,328,790,899.61 63,432,450.00 -864,881,489.08 23,322,829.57 1,212,009,109.97 79,370,294.91 8,020,182,801.55 16,692,175,196.53 4,405,680,649.10 21,097,855,845.63 Amount for the prior period Unit: RMB 2022 Equity attributable to owners of the Company Other equity instruments Less: Other Total owners’ Preference Perpetual Capital Treasury comprehensive Special Surplus General risk Share capital Item Share capital shares Bonds Others reserves shares income reserves reserves provisions Retained profit Others Subtotal Minority interest equity I. Balance as at the end of the prior year 2,984,208,200.00 – 996,000,000.00 – 5,227,258,100.41 226,860,000.00 -445,582,729.36 – 1,212,009,109.97 76,825,918.60 9,294,126,706.86 – 19,117,985,306.48 3,457,050,907.26 22,575,036,213.74 XII Financial Report II. Balance as at the beginning of the year 2,984,208,200.00 – 996,000,000.00 – 5,227,258,100.41 226,860,000.00 -445,582,729.36 – 1,212,009,109.97 76,825,918.60 9,294,126,706.86 – 19,117,985,306.48 3,457,050,907.26 22,575,036,213.74 III. Changes in the period (“-” denotes decrease) -4,466,000.00 – – – 133,942,421.88 -98,079,900.00 -376,357,965.21 15,791,710.95 – 3,074,350.11 96,515,770.71 – -33,419,811.56 1,186,637,418.43 1,153,217,606.87 (i) Total comprehensive income – – – – – – -376,357,965.21 – – – 189,290,120.82 – -187,067,844.39 128,072,570.59 -58,995,273.80 (ii) Capital paid in and reduced by owners -4,466,000.00 – – – 133,942,421.88 -98,079,900.00 – – – – – – 227,556,321.88 1,258,917,282.92 1,486,473,604.80 1. Ordinary shares paid by owners – – – -8,262,100.00 – – – – – – – -8,262,100.00 1,258,917,282.92 1,250,655,182.92 2. Amount of share-based payments recognised in owners’ equity -4,466,000.00 – – – 1,121,804.80 -98,079,900.00 – – – – – – 94,735,704.80 – 94,735,704.80 3. Others – – – – 141,082,717.08 – – – – – – – 141,082,717.08 – 141,082,717.08 (iii) Profit distribution – – – – – – – – – 3,074,350.11 -92,774,350.11 – -89,700,000.00 -200,352,435.08 -290,052,435.08 1. Transfer to general risk provisions – – – – – – – – – 3,074,350.11 -3,074,350.11 – – – – 2. Distribution to owners (or shareholders) – – – – – – – – – – -89,700,000.00 -89,700,000.00 -200,352,435.08 -290,052,435.08 (iv) Special reserves – – – – – – – 15,791,710.95 – – – – 15,791,710.95 – 15,791,710.95 1. Withdrew in the period – – – – – – – 29,147,795.17 – – – – 29,147,795.17 – 29,147,795.17 2. Used in the period (denoted by “-”) – – – – – – – -13,356,084.22 – – – – -13,356,084.22 – -13,356,084.22 IV. Balance as at the end of the period 2,979,742,200.00 996,000,000.00 5,361,200,522.29 128,780,100.00 -821,940,694.57 15,791,710.95 1,212,009,109.97 79,900,268.71 9,390,642,477.57 19,084,565,494.92 4,643,688,325.69 23,728,253,820.61 2023 ANNUAL REPORT 175 176 8. Statement of changes in equity of owners of the Company Amount for the reporting period Unit: RMB 2023 Other equity instruments Less: Other Preference Perpetual Capital Treasury comprehensive Special Surplus Retained Total owners’ Item Share capital shares Bonds Others reserves Shares income Reserves Reserves Profit Others equity XII Financial Report I. Balance as at the end of the prior year 2,979,742,200.00 – 996,000,000.00 – 5,147,225,041.11 128,780,100.00 – 2,066,138.15 1,199,819,528.06 3,121,934,271.16 – 13,318,007,078.48 II. Balance as at the beginning of the year 2,979,742,200.00 – 996,000,000.00 – 5,147,225,041.11 128,780,100.00 – 2,066,138.15 1,199,819,528.06 3,121,934,271.16 – 13,318,007,078.48 III. Changes in the period (“-” denotes decrease) -22,929,000.00 – -996,000,000.00 – -73,886,171.92 -65,347,650.00 – 2,546,503.84 – 16,849,043.56 – -1,008,071,974.52 SHANDONG CHENMING PAPER HOLDINGS LIMITED (i) Total comprehensive income – – – – – – – – – 106,549,043.56 – 106,549,043.56 (ii) Capital paid in and reduced by owners -22,929,000.00 – -996,000,000.00 – -73,886,171.92 -65,347,650.00 – – – – – -1,027,467,521.92 1. Capital paid by holders of other equity instruments – – -996,000,000.00 – -4,000,000.00 – – – – – – -1,000,000,000.00 2. Amount of share-based payments recognised in owners’ equity -22,929,000.00 – – – -69,886,171.92 -65,347,650.00 – – – – – -27,467,521.92 (i i Profit distribution – – – – – – – – – -89,700,000.00 – -89,700,000.00 1. Transfer to surplus reserves – – – – – – – – – – – – 2. Distribution to owners (or shareholders) – – – – – – – – – -89,700,000.00 – -89,700,000.00 (iv Special reserves – – – – – – – 2,546,503.84 – – – 2,546,503.84 1. Withdrew in the period – – – – – – – 2,569,804.81 – – – 2,569,804.81 2. Used in the period – – – – – – – -23,300.97 – – – -23,300.97 IV. Balance as at the end of the period 2,956,813,200.00 – – – 5,073,338,869.19 63,432,450.00 – 4,612,641.99 1,199,819,528.06 3,138,783,314.72 – 12,309,935,103.96 Amount for the prior period Unit: RMB 2022 Other equity instruments Less: Other Preference Perpetual Capital Treasury comprehensive Special Surplus Retained Total owners’ Item Share capital shares Bonds Others reserves Shares income reserves reserves profit Others equity I. Balance as at the end of the XII Financial Report prior year 2,984,208,200.00 996,000,000.00 5,154,365,336.31 226,860,000.00 1,199,819,528.06 2,921,641,460.59 13,029,174,524.96 II. Balance as at the beginning of the year 2,984,208,200.00 996,000,000.00 5,154,365,336.31 226,860,000.00 1,199,819,528.06 2,921,641,460.59 13,029,174,524.96 III. Changes in the period (“-” denotes decrease) -4,466,000.00 -7,140,295.20 -98,079,900.00 2,066,138.15 200,292,810.57 288,832,553.52 (i) Total comprehensive income 289,992,810.57 289,992,810.57 (ii) Capital paid in and reduced by owners -4,466,000.00 -7,140,295.20 -98,079,900.00 86,473,604.80 1. Ordinary shares paid by owners -8,262,100.00 -8,262,100.00 2. Capital paid by holders of other equity instruments 3. Amount of share-based payments recognised in owners’ equity -4,466,000.00 1,121,804.80 -98,079,900.00 94,735,704.80 (i i Profit distribution -89,700,000.00 -89,700,000.00 1. Transfer to surplus reserves 2. Distribution to owners (or shareholders) -89,700,000.00 -89,700,000.00 (iv Special reserves – 2,066,138.15 2,066,138.15 1. Withdrew in the period 2,677,407.09 2,677,407.09 2. Used in the period (denoted by “-”) -611,268.94 -611,268.94 IV. Balance as at the end of the period 2,979,742,200.00 996,000,000.00 5,147,225,041.11 128,780,100.00 2,066,138.15 1,199,819,528.06 3,121,934,271.16 13,318,007,078.48 2023 ANNUAL REPORT 177 XII Financial Report III. General Information of the Company 1. Company overview The predecessor of Shandong Chenming Paper Holdings Limited (hereinafter referred to as the “Company”, a joint-stock company incorporated in Shouguang City, Shandong Province) was Shandong Shouguang Paper Mill Corporation, which was changed as a joint stock company with limited liability through offering to specific investors in May 1993. In December 1996, with approval by Lu Gai Zi [1996] No. 270 issued by the People’s Government of Shandong Province and Zheng Wei [1996] No. 59 of the Securities Committee of the State Council, the Company was changed as a joint stock company with limited liability established by share offer. The Company’s headquarters is located at No. 2199 Nongsheng East Road, Shouguang City, Shandong Province. In May 1997, with approval by Zheng Wei Fa [1997] No. 26 issued by the Securities Committee of the State Council, the Company issued 115,000,000 domestic listed foreign shares (B shares) under public offering, which were listed and traded on Shenzhen Stock Exchange from 26 May 1997. In September 2000, with approval by Zheng Jian Gong Si Zi [2000] No. 151 issued by the China Securities Regulatory Commission, the Company issued an additional 70,000,000 RMB ordinary shares (A shares), which were listed and traded on Shenzhen Stock Exchange from 20 November 2000. In June 2008, with approval by the Stock Exchange of Hong Kong Limited, the Company issued 355,700,000 H shares. At the same time, 35,570,000 H shares were allocated to the National Council for Social Security Fund by our relevant state-owned shareholder and converted into overseas listed foreign shares (H shares) for the purpose of reducing the number of state-owned shares. The additionally issued H shares were listed and traded on Hong Kong Stock Exchange on 18 June 2008. As at 31 December 2023, the total share capital of the Company was 2,956,813,200 shares. For details, please refer to Note VII. 39. Principal business activities: the Company is principally engaged in, among other things, processing and sale of paper products (including machine-made paper and paper board), paper making raw materials, machinery and chemicals; generation and sale of electric power and thermal power; forestry, saplings growing, processing and sale of timber and construction materials; manufacturing, processing and sale of wood products; and hotel service, and equipment financial and operating leasing, investment properties and property service etc. The financial statements and notes thereto were approved at the eighth meeting of the tenth session of the board of directors of the Company (the “Board”) on 28 March 2024. 2. Scope of consolidation Subsidiaries of the Company included in the scope of consolidation in 2023 totalled 77. For details, please refer to Note X “Interest in other entities”. The scope of consolidation of the Company during the year had two more companies included and three companies less compared to the prior year. For details, please refer to Note IX “Change in scope of consolidation”. 178 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report IV. Basis of Preparation of the Financial Statements 1. Basis of preparation These financial statements are prepared in accordance with the accounting standards for business enterprises, the application guidelines thereof, interpretations and other related rules (collectively referred to as “ASBEs”) promulgated by the Ministry of Finance. In addition, the Company also discloses relevant financial information in accordance with the “Preparation Rules for Information Disclosure by Companies Offering Securities to the Public No. 15 – General Provisions on Financial Reports” (revised in 2023) of the CSRC. The financial statements are presented on a going concern. The Company’s financial statements have been prepared on an accrual basis. Except for certain financial instruments, the financial statements are prepared under the historical cost convention. In the event that impairment of assets occurs, a provision for impairment is made accordingly in accordance with the relevant regulations. 2. Going concern No facts or circumstances comprise a material uncertainty about the Company’s going concern basis within 12 months since the end of the reporting period. V. Significant Accounting Policies and Accounting Estimates Specific accounting policies and accounting estimates are indicated as follows: The Company and its subsidiaries are principally engaged in machine-made paper, electricity and steam, construction materials, paper making chemical products, processing of moulds, hotel management and other operations. The Company and its subsidiaries formulated certain specific accounting policies and accounting estimates for the transactions and matters such as revenue recognition, determination of performance progress and R&D expenses based on their actual production and operation characteristics pursuant to the requirements under the relevant ASBEs. For details, please refer to this Note V. 30 “Revenue”. For the critical accounting judgments and estimates made by the management, please refer to Note V. 40 “Changes in significant accounting policies and accounting estimates”. 1. Statement of compliance with the Accounting Standards for Business Enterprises These financial statements have been prepared in conformity with the ASBEs, which truly and fully reflect the financial position of the consolidated entity and the Company as at 31 December 2023 and relevant information such as the operating results and cash flows of the consolidated entity and the Company for 2023. 2. Accounting period The accounting period of the Company is from 1 January to 31 December of each calendar year. 2023 ANNUAL REPORT 179 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 3. Operating cycle The operating cycle of the Company lasts for 12 months. 4. Functional currency The functional currency of the Company and its domestic subsidiaries is Renminbi (“RMB”). Overseas subsidiaries of the Company recognise U.S. dollar (“USD” or “US$”), Japanese yen (“JPY”), Euro (“EUR”) and South Korean Won (“KRW”) as their respective functional currency according to the general economic environment in which these subsidiaries operate. The Company prepares the financial statements in RMB. 5. Determination method and selection basis of importance standards Item Importance standards Significant accounts receivable with single Overdue accounts receivable and the amount of a single provision for bad debt reserves receivable exceeds 0.5% of total assets Write-off of significant accounts receivable during The amount of a single write-off exceeds 0.5% of net assets the period Significant prepayments aged more than one year Aged more than one year and the single amount exceeds 0.5% of total assets Significant receipts in advance aged more than Aged more than one year and the single amount exceeds 0.5% one year of total assets Significant other payables aged more than Aged more than one year and the single amount exceeds 0.5% one year of total assets Significant accounts payable aged more than Aged more than one year and the single amount exceeds 0.5% one year of total assets Bad debt provisions with significant amounts Individually identified or classified into the third stage, the reversed or recovered during the current period amount transferred or recovered exceeds 0.5% of total assets Significant construction in progress Projects with budgets exceeding 0.5% of total assets Significant non-wholly owned subsidiaries The total assets of the subsidiary exceed 10% of the Company on a consolidated basis and the revenue or pre-tax profit exceeds 10% Significant investment activities Investment amount exceeds 0.5% of total assets Significant joint ventures and associates The joint venture or associate operates normally with an accounting amount exceeding 0.5% of total assets Significant debt restructuring The restructuring amount exceeds 0.5% of total assets 6. Accounting treatment of business combinations under common control and not under common control (1) Business combination under common control For the business combination involving entities under common control, the assets and liabilities of the party being merged that are obtained in the business combination by the absorbing party shall be measured at the carrying amounts as recorded by the ultimate controlling party in the consolidated financial statements at the combination date. The difference between the carrying amount of the consideration paid for the combination and the carrying amount of the net assets obtained in the combination is charged to the capital reserve. If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings. 180 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 6. Accounting treatment of business combinations under common control and not under common control (Continued) (1) Business combination under common control (Continued) Business combinations involving entities under common control and achieved in stages The assets and liabilities of the party being merged that are obtained at the combination by the absorbing party shall be measured at the carrying value as recorded by the ultimate controlling party in the consolidated financial statements at combination date. The difference between the sum of the carrying value from original shareholding portion and the new investment cost incurred at combination date and the carrying value of net assets obtained at combination date shall be adjusted to capital reserve, if the balance of capital reserve is not sufficient to absorb the differences, any excess is adjusted to retained earnings. The long-term investment prior to the absorbing party obtaining the control of the party being merged, the recognised profit or loss, comprehensive income and other change of owners’ equity at the closer date of the acquisition date and combination date under common control shall separately offset the opening balance of retained earnings and profit or loss during comparative statements. (2) Business combination not under common control For business combinations involving entities not under common control, the cost for each combination is measured at the aggregate fair value at acquisition date, of assets given, liabilities incurred or assumed, and equity securities issued by the acquirer in exchange for control of the acquiree. At acquisition date, the acquired assets, liabilities or contingent liabilities of acquiree are measured at their fair value. Where the cost of combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference is recognised as goodwill, and subsequently measured on the basis of its cost minus accumulative impairment provision; Where the cost of combination is less than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference is recognised in profit or loss for the current period after reassessment. Business combinations involving entities not under common control and achieved in stages The combination cost is the sum of consideration paid at acquisition date and fair value of the acquiree’s equity investment held prior to acquisition date. The cost of equity of the acquiree held prior to acquisition date shall be remeasured at the fair value at acquisition date, and the difference between the fair value and carrying amount shall be recognised as investment income or loss for the current period. Other comprehensive income and changes of other owners’ equity related with acquiree’s equity held prior to acquisition date shall be transferred to investment profit or loss for current period at acquisition date, except for the other comprehensive income incurred by the changes of net assets or net liabilities due to the remeasurement of defined benefit plans and the other comprehensive income related to investments in non-trading equity instruments that were previously designated as at fair value through other comprehensive income. (3) Transaction fees attribution during business combination The audit, legal, valuation advisory and other intermediary fees and other relevant administrative expenses arising from business combinations are recognised in profit or loss when incurred. Transaction costs of equity or debt securities issued as the considerations of business combination are included in the initial recognition amounts. 2023 ANNUAL REPORT 181 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 7. Judgment criteria for control and preparation of consolidated financial statements (1) Judgment criteria for control The scope of consolidation of the consolidated financial statements is determined on the basis of control. The term “control” refers to the fact that the Company has power over the investee and is entitled to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of those returns. The Company will reassess when changes in relevant facts and circumstances result in changes in the relevant elements involved in the definition of control. When judging whether to include a structured entity into the scope of consolidation, the Company comprehensively considers all facts and circumstances, including assessing the purpose and design of the structured entity, identifying the types of variable returns, and assessing whether to control the structured entity on the basis of whether it bears part or all of the return variability by participating in its related activities. (2) Basis for preparation of the consolidated financial statements The consolidated financial statements are prepared by the Company based on the financial statements of the Company and its subsidiaries and other relevant information. In preparing the consolidated financial statements, the accounting policies and accounting periods of the Company and its subsidiaries shall be consistent, and intra-company significant transactions and balances are eliminated. A subsidiary and its business acquired through a business combination involving entities under common control during the reporting period shall be included in the scope of the consolidation of the Company from the date of being controlled by the ultimate controlling party, and its operating results and cash flows from the date of being controlled by the ultimate controlling party are included in the consolidated income statement and the consolidated cash flow statement, respectively. For a subsidiary and its business acquired through a business combination involving entities not under common control during the reporting period, its income, expenses and profits are included in the consolidated income statement, and cash flows are included in the consolidated cash flow statement from the acquisition date to the end of the reporting period. The shareholders’ equity of the subsidiaries that is not attributable to the Company is presented under shareholders’ equity in the consolidated balance sheet as minority interest. The portion of net profit or loss of subsidiaries for the period attributable to minority interest is presented in the consolidated income statement under the “profit or loss of minority interest”. When the amount of loss attributable to the minority shareholders of a subsidiary exceeds the minority shareholders’ portion of the opening balance of owners’ equity of the subsidiary, the excess amount shall be allocated against minority interest. (3) Acquisition of non-controlling interests in subsidiaries The difference between the long-term equity investments costs acquired by the acquisition of non-controlling interests and the share of the net assets from subsidiaries from the date of acquisition or the date of combination based on the new shareholding ratio, as well as the difference between the proceeds from the partial disposal of the equity investment without losing control over its subsidiary and the disposal of the long-term equity investment corresponding to the share of the net assets of the subsidiaries from the date of acquisition or the date of combination, is adjusted to the capital reserve. If the capital reserve is not sufficient, any excess is adjusted to retained earnings. 182 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 7. Judgment criteria for control and preparation of consolidated financial statements (Continued) (4) Accounting treatment for loss of control over subsidiaries For the loss of control over a subsidiary due to disposal of a portion of the equity investment or other reasons, the remaining equity is measured at fair value on the date when the control is lost. The difference arising from the sum of consideration received for disposal of equity interest and the fair value of remaining equity interest over the sum of the share of the carrying amount of net assets of the former subsidiary calculated continuously from the purchase date based on the shareholding percentage before disposal and the goodwill is recognised as investment income in the period when the control is lost. Other comprehensive income related to equity investment in the former subsidiary shall be accounted for on the same basis as the former subsidiary’s direct disposal of relevant assets or liabilities when the control is lost. Other changes in owners’ equity related to the former subsidiary that are accounted for using the equity method shall be transferred to current profit or loss at the time when the control is lost 8. Classification of joint arrangements and accounting treatment for joint operations A joint arrangement refers to an arrangement of two or more parties have joint control. The joint arrangements of the Company comprise joint operations and joint ventures. (1) Joint operations Joint operations refer to a joint arrangement during which the Company is entitled to relevant assets and obligations of this arrangement. The Company recognises the following items in relation to its interest in a joint operation and accounts for them in accordance with the relevant ASBEs: A. the assets held solely by it and assets held jointly according to its share; B. the liabilities assumed solely by it and liabilities assumed jointly according to its share; C. the revenue from sale of output from joint operations; D. the revenue from sale of output from joint operations according to its share; E. the fees solely incurred by it and fees incurred from joint operations according to its share. (2) Joint ventures Joint ventures refer to a joint arrangement during which the Company only is entitled to net assets of this arrangement. The Company accounts for its investments in joint ventures in accordance with the requirements relating to accounting treatment using equity method for long-term equity investments. 2023 ANNUAL REPORT 183 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 9. Standards for recognising cash and cash equivalents Cash refers to cash on hand and deposits readily available for payment purpose. Cash equivalents refer to short- term and highly liquid investments held by the Company which are readily convertible into known amount of cash and which are subject to insignificant risk of value change. 10. Foreign currency operations and translation of statements denominated in foreign currency (1) Foreign currency operations The foreign currency operations of the Company are translated into the functional currency at the prevailing spot exchange rate on the date of exchange. On the balance sheet date, foreign currency monetary items shall be translated at the spot exchange rate on the balance sheet date. The exchange difference arising from the difference between the spot exchange rate on the balance sheet date and the spot exchange rate upon initial recognition or the last balance sheet date will be recognised in profit or loss for the period. The foreign currency non-monetary items measured at historical cost shall still be measured by the functional currency translated at the spot exchange rate on the date of the transaction. Foreign currency non-monetary items measured at fair value are translated at the spot exchange rate on the date of determination of the fair value. The difference between the amounts of the functional currency before and after the translation will be recognised in profit or loss or other comprehensive income for the period based on the nature of the non-monetary items. (2) Translation of financial statements denominated in foreign currency When translating the financial statements denominated in foreign currency of overseas subsidiaries, assets and liabilities on the balance sheet are translated at the spot exchange rate prevailing at the balance sheet date; owner’s equity items except for “retained profit” are translated at the spot exchange rates at the dates on which such items arose. Income and expenses items in the income statement are translated at the prevailing spot exchange rate on the transaction date. All items in the cash flow statements shall be translated at the prevailing spot exchange rate on the date that the cash flow transaction occurred. Effects arising from changes of exchange rate on cash shall be presented separately as the “effect of foreign exchange rate changes on cash and cash equivalents” item in the cash flow statements. The differences arising from translation of financial statements shall be included in the “other comprehensive income” item in owners’ equity in the balance sheet. On disposal of foreign operations and loss of control, exchange differences arising from the translation of financial statements denominated in foreign currencies related to the disposed foreign operations which has been included in shareholders’ equity in the balance sheet, shall be transferred to profit or loss in whole or in proportionate share in the period in which the disposal took place. 184 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 11. Financial instruments A financial instrument is a contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party. (1) Recognition and derecognition of financial instruments Financial asset or financial liability will be recognised when the Company became one of the parties under a financial instrument contract. Financial asset that satisfied any of the following criteria shall be derecognised: the contract right to receive the cash flows of the financial asset has terminated; the financial asset has been transferred and meets the derecognition criteria for the transfer of financial asset as described below. A financial liability (or a part thereof) is derecognised only when the present obligation is discharged in full or in part. If an agreement is entered between the Company (debtor) and a creditor to replace the existing financial liabilities with new financial liabilities, and the contractual terms of the new financial liabilities are substantially different from those of the existing financial liabilities, the existing financial liabilities shall be derecognised and the new financial liabilities shall be recognised. Conventionally traded financial assets shall be recognised and derecognised at the trading date. (2) Classification and measurement of financial assets The Company classifies the financial assets according to the business model for managing the financial assets and characteristics of the contractual cash flows as follows: financial assets measured at amortised cost, financial assets measured at fair value through other comprehensive income, and financial assets measured at fair value through profit or loss. Financial assets are measured at fair value upon initial recognition. For financial assets measured at fair value through profit or loss, relevant transaction costs are directly recognised in profit or loss for the current period. For other categories of financial assets, relevant transaction costs are included in the amount initially recognised. Accounts receivable arising from sales of goods or rendering services, without significant financing component, are initially recognised based on the transaction price expected to be entitled by the Company. Financial assets measured at amortised cost A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated at fair value through profit or loss: The Company’s business model for managing such financial assets is to collect contractual cash flows; The contractual terms of the financial asset stipulate that cash flows generated on specific dates are solely payments of principal and interest on the principal amount outstanding. Subsequent to initial recognition, such financial assets are measured at amortised cost using the effective interest method. A gain or loss on a financial asset that is measured at amortised cost and is not part of a hedging relationship shall be recognised in profit or loss for the current period when the financial asset is derecognised, amortised using the effective interest method or with impairment recognised. 2023 ANNUAL REPORT 185 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 11. Financial instruments (Continued) (2) Classification and measurement of financial assets (Continued) Financial assets measured at fair value through other comprehensive income A financial asset is classified as measured at fair value through other comprehensive income if it meets both of the following conditions and is not designated at fair value through profit or loss: The Company’s business model for managing such financial assets is achieved both by collecting collect contractual cash flows and selling such financial assets; The contractual terms of the financial asset stipulate that cash flows generated on specific dates are solely payments of principal and interest on the principal amount outstanding. Subsequent to initial recognition, such financial assets are subsequently measured at fair value. Interest calculated using the effective interest method, impairment losses or gains and foreign exchange gains and losses are recognised in profit or loss for the current period, and other gains or losses are recognised in other comprehensive income. On derecognition, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from other comprehensive income to profit or loss. Financial assets measured at fair value through profit or loss The Company classifies the financial assets other than those measured at amortised cost and measured at fair value through other comprehensive income as financial assets measured at fair value through profit or loss. Upon initial recognition, the Company irrevocably designates certain financial assets that are required to be measured at amortised cost or at fair value through other comprehensive income as financial assets measured at fair value through profit or loss in order to eliminate or significantly reduce accounting mismatch. Upon initial recognition, such financial assets are measured at fair value. Except for those held for hedging purposes, gains or losses (including interests and dividend income) arising from such financial assets are recognised in the profit or loss for the current period. The business model for managing financial assets refers to how the Company manages its financial assets in order to generate cash flows. That is, the Company’s business model determines whether cash flows will result from collecting contractual cash flows, selling financial assets or both. The Company determines the business model for managing financial assets on the basis of objective facts and specific business objectives for managing financial assets determined by key management personnel. The Company assesses the characteristics of the contractual cash flows of financial assets to determine whether the contractual cash flows generated by the relevant financial assets on a specific date are solely payments of principal and interest on the principal amount outstanding. The principal refers to the fair value of the financial assets at the initial recognition. Interest includes consideration for the time value of money, for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks, costs and profits. In addition, the Company evaluates the contractual terms that may result in a change in the time distribution or amount of contractual cash flows from a financial asset to determine whether it meets the requirements of the above contractual cash flow characteristics. 186 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 11. Financial instruments (Continued) (2) Classification and measurement of financial assets (Continued) Financial assets measured at fair value through profit or loss (Continued) All affected financial assets are reclassified on the first day of the first reporting period following the change in the business model where the Company changes its business model for managing financial assets; otherwise, financial assets shall not be reclassified after initial recognition. Financial assets are measured at fair value upon initial recognition. For financial assets measured at fair value through profit or loss, relevant transaction costs are directly recognised in profit or loss for the current period. For other categories of financial assets, relevant transaction costs are included in the amount initially recognised. Accounts receivable arising from sales of goods or rendering services, without significant financing component, are initially recognised based on the transaction price expected to be entitled by the Company. (3) Classification and measurement of financial liabilities At initial recognition, financial liabilities of the Company are classified as financial liabilities measured at fair value through profit or loss and financial liabilities measured at amortised cost. For financial liabilities not classified as measured at fair value through profit or loss, relevant transaction costs are included in the amount initially recognised. Financial liabilities measured at fair value through profit or loss Financial liabilities measured at fair value through profit or loss comprise held-for-trading financial liabilities and financial liabilities designated at fair value through profit or loss upon initial recognition. Such financial liabilities are subsequently measured at fair value, and the gains or losses from the change in fair value and the dividend or interest expenses related to the financial liabilities are included in the profit or loss of the current period. Financial liabilities measured at amortised cost Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method, and the gains or losses arising from derecognition or amortisation are recognised in profit or loss for the current period. 2023 ANNUAL REPORT 187 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 11. Financial instruments (Continued) (3) Classification and measurement of financial liabilities (Continued) Classification between financial liabilities and equity instruments A financial liability is a liability if: it has a contractual obligation to pay in cash or other financial assets to other parties. it has a contractual obligation to exchange financial assets or financial liabilities under potential adverse condition with other parties. it is a non-derivative instrument contract which will or may be settled with the entity’s own equity instruments, and the entity will deliver a variable number of its own equity instruments according to such contract. it is a derivative instrument contract which will or may be settled with the entity’s own equity instruments, except for a derivative instrument contract that exchanges a fixed amount of cash or other financial asset with a fixed number of its own equity instruments. Equity instruments are any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. If the Company cannot unconditionally avoid the performance of a contractual obligation by paying cash or delivering other financial assets, the contractual obligation meets the definition of financial liabilities. Where a financial instrument must or may be settled with the Company’s own equity instruments, the Company’s own equity instruments used to settle such instrument should be considered as to whether it is as a substitute for cash or other financial assets or for the purpose of enabling the holder of the instrument to be entitled to the remaining interest in the assets of the issuer after deducting all of its liabilities. For the former, it is a financial liability of the Company; for the latter, it is the Company’s own equity instruments. (4) Fair value of financial instruments The methods for determining the fair value of the financial assets or financial liabilities are set out in Note V. 12. 188 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 11. Financial instruments (Continued) (5) Impairment of financial assets The Company makes provision for impairment based on expected credit losses (ECLs) on the following items: Financial assets measured at amortised cost; Receivables and investment in debt instruments measured at fair value through other comprehensive income; Contract assets as defined in the Accounting Standards for Business Enterprises No. 14 – Revenue; Lease receivables; Financial guarantee contracts (except those measured at fair value through profit or loss or formed by continuing involvement of transferred financial assets or the transfer does not qualify for derecognition). Measurement of ECLs ECLs are the weighted average of credit losses of financial instruments weighted by the risk of default. Credit losses refer to the difference between all contractual cash flows receivable according to the contract and discounted according to the original effective interest rate and all cash flows expected to be received, i.e. the present value of all cash shortages. The Company takes into account reasonable and well-founded information such as past events, current conditions and forecasts of future economic conditions, and calculates the probability-weighted amount of the present value of the difference between the cash flows receivable from the contract and the cash flows expected to be received weighted by the risk of default. The Company measures ECLs of financial instruments at different stages. If the credit risk of the financial instrument did not increase significantly upon initial recognition, it is at the first stage, and the Company makes provision for impairment based on the ECLs within the next 12 months; if the credit risk of a financial instrument increased significantly upon initial recognition but has not yet incurred credit impairment, it is at the second stage, and the Company makes provision for impairment based on the lifetime ECLs of the instrument; if the financial instrument incurred credit impairment upon initial recognition, it is at the third stage, and the Company makes provision for impairment based on the lifetime ECLs of the instrument. For financial instruments with low credit risk on the balance sheet date, the Company assumes that the credit risk did not increase significantly upon initial recognition, and makes provision for impairment based on the ECLs within the next 12 months. Lifetime ECLs represent the ECLs resulting from all possible default events over the expected life of a financial instrument. The 12-month ECLs are the ECLs resulting from possible default events on a financial instrument within 12 months (or a shorter period if the expected life of the financial instrument is less than 12 months) after the balance sheet date, and is a portion of lifetime ECLs. 2023 ANNUAL REPORT 189 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 11. Financial instruments (Continued) (5) Impairment of financial assets (Continued) Measurement of ECLs (Continued) The maximum period to be considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk, including renewal options. For the financial instruments at the first and second stages and with low credit risks, the Company calculates the interest income based on the book balance and the effective interest rate before deducting the impairment provisions. For financial instruments at the third stage, interest income is calculated based on the amortised cost after deducting impairment provisions made from the book balance and the effective interest rate. For receivables such as bills receivable, accounts receivable, accounts receivable financing, other receivables and contract assets, if the credit risk characteristics of a customer are significantly different from other customers in the portfolio, or the credit risk characteristics of such customer change significantly, the Company will make a separate provision for bad debts for such receivables. In addition to the receivables for which bad debt provisions are made individually, the Company divides the receivables into portfolios based on credit risk characteristics and calculates bad debt provisions on a combined basis. Bills receivable and accounts receivable For bills receivable and accounts receivable, regardless of whether there is a significant financing component, the Company always makes provision for impairment at an amount equal to lifetime ECLs. When the Company is unable to assess the information of ECLs for an individual financial asset at a reasonable cost, it classifies bills receivable and accounts receivable into portfolios based on the credit risk characteristics, and calculates the ECLs on a portfolio basis. The basis for determining the portfolios is as follows: A. Bills receivable Bills receivable portfolio 1: Bank acceptance bills Bills receivable portfolio 2: Commercial acceptance bills B. Accounts receivable Accounts receivable portfolio 1: Due from related party customers Accounts receivable portfolio 2: Due from non-related party customers Accounts receivable portfolio 3: Factoring receivables 190 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 11. Financial instruments (Continued) (5) Impairment of financial assets (Continued) Bills receivable and accounts receivable (Continued) For bills receivable classified as a portfolio, the Company refers to the historical credit loss experience, combined with the current situation and the forecast of future economic conditions, to calculate the ECLs based on default risk exposure and lifetime ECL rate. For accounts receivable classified as a portfolio, the Company refers to the historical credit loss experience, combined with the current situation and the forecast of future economic conditions, to prepare a comparison table of the ageing/overdue days of accounts receivable and the lifetime ECL rate to calculate the ECLs. The aging of accounts receivable is calculated from the date of recognition. Other receivables The Company classifies other receivables into portfolios based on credit risk characteristics, and calculates the ECLs on a portfolio basis. The basis for determining the portfolios is as follows: Other receivables portfolio 1: Amount due from government authorities Other receivables portfolio 1: Amount due from related parties Other receivables portfolio 3: Other receivables For other receivables classified as a portfolio, the Company calculates the ECLs based on default risk exposure and the ECL rate over the next 12 months or the entire lifetime. For other receivables grouped by aging, the aging is calculated from the date of recognition. Long-term receivables The Company’s long-term receivables include finance lease receivables and deposits receivable. 2023 ANNUAL REPORT 191 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 11. Financial instruments (Continued) (5) Impairment of financial assets (Continued) Long-term receivables (Continued) The Company classifies the finance lease receivables and deposits receivable into portfolios based on the credit risk characteristics, and calculates the ECLs on a portfolio basis. The basis for determining the portfolios is as follows: A. Finance lease receivables Finance lease receivables portfolio 1: Receivables not past due Finance lease receivables portfolio 2: Overdue receivables B. Other long-term receivables Other long-term receivables portfolio 1: Deposits receivable Other long-term receivables portfolio 2: Other receivables For accounts receivable financing and deposits receivable, the Company refers to the historical credit loss experience, combined with the current situation and the forecast of future economic conditions, and calculates the ECLs based on default risk exposure and lifetime ECL rate. Except for those of finance lease receivables and deposits receivable, the ECLs of other receivables and long- term receivables classified as a portfolio are measured based on default risk exposure and ECL rate over the next 12 months or the entire lifetime. Debt investments and other debt investments For debt investments and other debt investments, the Company measures the ECLs based on the nature of the investment, the types of counterparty and risk exposure, and default risk exposure and ECL rate within the next 12 months or the entire lifetime. 192 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 11. Financial instruments (Continued) (5) Impairment of financial assets (Continued) Assessment of significant increase in credit risk In assessing whether the credit risk of a financial instrument has increased significantly upon initial recognition, the Company compares the risk of default of the financial instrument at the balance sheet date with that at the date of initial recognition to determine the relative change in risk of default within the expected lifetime of the financial instrument. In determining whether the credit risk has increased significantly upon initial recognition, the Company considers reasonable and well-founded information, including forward-looking information, which can be obtained without unnecessary extra costs or efforts. Information considered by the Company includes: The debtor’s failure to make payments of principal and interest on their contractually due dates; An actual or expected significant deterioration in a financial instrument’s external or internal credit rating (if any); An actual or expected significant deterioration in the operating results of the debtor; Existing or expected changes in the technological, market, economic or legal environment that have a significant adverse effect on the debtor’s ability to meet its obligation to the Company. Depending on the nature of the financial instruments, the Company assesses whether there has been a significant increase in credit risk on either an individual basis or a collective basis. When the assessment is performed on a collective basis, the financial instruments are grouped based on their common credit risk characteristics, such as past due information and credit risk ratings. The Company determines that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. Credit-impaired financial assets At balance sheet date, the Company assesses whether financial assets measured at amortised cost and debt investments measured at fair value through other comprehensive income are credit-impaired. A financial asset is credit-impaired when one or more events that have an adverse effect on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable events: Significant financial difficulty of the issuer or debtor; A breach of contract by the debtor, such as a default or delinquency in interest or principal payments; 2023 ANNUAL REPORT 193 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 11. Financial instruments (Continued) (5) Impairment of financial assets (Continued) Credit-impaired financial assets (Continued) For economic or contractual reasons relating to the debtor’s financial difficulty, the Company having granted to the debtor a concession that would not otherwise consider; It becoming probable that the debtor will enter bankruptcy or other financial reorganisation; The disappearance of an active market for that financial asset because of financial difficulties of the issuer or debtor. Presentation of provisions for ECLs ECLs are remeasured at each balance sheet date to reflect changes in the financial instrument’s credit risk upon initial recognition. Any change in the ECL amount is recognised as an impairment gain or loss in profit or loss for the current period. For financial assets measured at amortised cost, the provisions of impairment is deducted from the carrying amount of the financial assets presented in the balance sheet; for debt investments at fair value through other comprehensive income, the Company makes provisions of impairment in other comprehensive income without reducing the carrying amount of the financial asset. Write-offs The book balance of a financial asset is directly written off to the extent that there is no realistic prospect of recovery of the contractual cash flows of the financial asset (either partially or in full). Such write-off constitutes derecognition of such financial asset. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due. If a write-off of financial assets is subsequently recovered, the recovery is credited to profit or loss in the period in which the recovery occurs. 194 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 11. Financial instruments (Continued) (6) Transfer of financial assets Transfer of financial assets refers to the transfer or delivery of financial assets to another party other than the issuer of such financial assets (the transferee). If the Company transfers substantially all the risks and rewards of ownership of the financial asset to the transferee, the financial asset shall be derecognised. If the Company retains substantially all the risks and rewards of ownership of a financial asset, the financial asset shall not be derecognised. If the Company neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset, it accounts for the transaction as follows: if the Company does not retain control, it derecognises the financial asset and recognises any resulting assets or liabilities; if the control over the financial asset is not waived, the relevant financial asset is recognised according to the extent of its continuing involvement in the transferred financial asset and the relevant liability is recognised accordingly. (7) Offset of financial assets and financial liabilities If the Company owns the legitimate rights of offsetting the recognised financial assets and financial liabilities, which are enforceable currently, and the Company plans to realise the financial assets or to clear off the financial liabilities on a net amount basis or simultaneously, the net amount of financial assets and financial liabilities shall be presented in the balance sheet upon offsetting. Otherwise, financial assets and financial liabilities are presented separately in the balance sheet without offsetting. 12. Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company measures the relevant asset and liability at fair value, based on the presumption that the orderly transaction to sell the asset or transfer the liability takes place either in the principal market for the relevant asset or liability, or in the absence of a principal market, in the most advantageous market for relevant the asset or liability. The principal or the most advantageous market must be a trading market accessible by the Company at the measurement date. The Company adopts the presumption that market participants would use when pricing the asset or liability in their best economic interest. If there exists an active market for a financial asset or financial liability, the Company uses the quotation on the active market as its fair value. If the market for a financial instrument is inactive, the Company uses valuation technique to recognise its fair value. Fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its best use or by selling it to another market participant that would use the asset in its best use. The Company adopts valuation techniques that are appropriate in the current circumstance and for which sufficient data and other information are available, prioritises the use of relevant observable inputs and uses unobservable inputs only under the circumstances where such relevant observable inputs cannot be obtained or practicably obtained. 2023 ANNUAL REPORT 195 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 12. Fair value measurement (Continued) Assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole. Level 1: based on quoted prices (unadjusted) in active markets for identical assets or liabilities obtainable at the measurement date. Level 2: observable inputs for the relevant asset or liability, either directly or indirectly, except for Level 1 input. Level 3: unobservable inputs for the relevant assets or liability. At each balance sheet date, the Company reassesses assets and liabilities measured at fair value that are recognised in the financial statements on a recurring basis to determine whether transfers have occurred between fair value measurement hierarchy levels. 13. Inventories (1) Classification of inventories Inventories of the Company mainly include raw materials, work in progress, goods in stock, development products and consumable biological assets, etc. (2) Pricing of inventories dispatched Inventories of the Company are measured at their actual cost when obtained. Cost of raw materials, goods in stock and others will be calculated with weighted average method when being dispatched. Consumable biological assets refer to biological assets held-for-sale which include growing timber. Consumable biological assets without a stock are stated at historical cost at initial recognition, and subsequently measured at fair value when there is a stock. Changes in fair values shall be recognised as profit or loss in the current period. The cost of self-planting, self-cultivating consumable biological assets is the necessary expenses directly attributable to such assets prior to canopy closure, including borrowing costs eligible for capitalisation. Subsequent expenses such as maintenance cost incurred after canopy closure shall be included in profit or loss for the current period. The cost of consumable biological assets shall, at the time of harvest or disposal, be carried forward at carrying amount using the stock volume proportion method. (3) Recognition of and provision for inventory impairment At the balance sheet date, inventories are measured at the lower of cost and net realisable value. If the net realisable value is below the cost of inventories, a provision for inventory impairment is made. Net realisable value refers to the amount of the estimated price of inventories less the estimated cost incurred upon completion, estimated sales expenses and taxes and levies. The realisable value of inventories shall be determined on the basis of definite evidence, purpose of holding the inventories and effect of after-balance- sheet-date events. The Company usually makes provisions for inventory impairment on the basis of individual inventory items; however, for inventories with large quantities and lower unit prices, these inventories are accrued impairment according to inventory categories. At the balance sheet date, in case the factors causing inventory impairment no longer exists, the original provision for inventory impairment shall be reversed. 196 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 13. Inventories (Continued) (4) Inventory stock taking system The Company implements permanent inventory system as its inventory stock taking system. (5) Amortisation of low-value consumables and packaging materials The low-value consumables of the Company are amortised when issued for use. Packaging materials for turnover are amortised when issued for use. 14. Long-term equity investments Long-term equity investments include the equity investments in subsidiaries, joint ventures and associates. Associates of the Company are those investees that the Company imposes significant influence over. (1) Determination of initial investment cost Long-term equity investments acquired through business combinations: for a long-term equity investment acquired through a business combination involving enterprises under common control, the investment cost shall be the absorbing party’s share of the carrying amount of the owners’ equity under the consolidated financial statements of the ultimate controlling party on the date of combination. For a long-term equity investment acquired through a business combination involving enterprises not under common control, the investment cost of the long-term equity investment shall be the cost of combination. Long-term equity investments acquired through other means: for a long-term equity investment acquired by cash payment, the initial investment cost shall be the purchase cost actually paid; for a long-term equity investment acquired by issuing equity securities, the initial investment cost shall be the fair value of equity securities issued. (2) Subsequent measurement and method for profit or loss recognition Investments in subsidiaries shall be accounted for using the cost method. Except for the investments which meet the conditions of holding for sale, investments in associates and joint ventures shall be accounted for using the equity method. For a long-term equity investment accounted for using the cost method, the cash dividends or profits declared by the investees for distribution shall be recognised as investment gains and included in profit or loss for the current period, except the case of receiving the actual consideration paid for the investment or the declared but not yet distributed cash dividends or profits which is included in the consideration. 2023 ANNUAL REPORT 197 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 14. Long-term equity investments (Continued) (2) Subsequent measurement and method for profit or loss recognition (Continued) For a long-term equity investment accounted for using the equity method, where the initial investment cost exceeds the investor’s interest in the fair value of the investee’s identifiable net assets at the acquisition date, no adjustment shall be made to the investment cost of the long-term equity investment. Where the initial investment cost is less than the investor’s interest in the fair value of the investee’s identifiable net assets at the acquisition date, adjustment shall be made to the carrying amount of the long-term equity investment, and the difference shall be charged to profit or loss for the current period. Under the equity method, investment gain and other comprehensive income shall be recognised based on the Company’s share of the net profits or losses and other comprehensive income made by the investee, respectively. Meanwhile, the carrying amount of long-term equity investment shall be adjusted. The carrying amount of long-term equity investment shall be reduced based on the Group’s share of profit or cash dividend distributed by the investee. In respect of the other movement of net profit or loss, other comprehensive income and profit distribution of investee, the carrying amount of long-term equity investment shall be adjusted and included in the capital reserves (other capital reserves). The Group shall recognise its share of the investee’s net profits or losses based on the fair values of the investee’s individual separately identifiable assets at the time of acquisition, after making appropriate adjustments thereto according to the accounting policies and accounting periods of the Company. For additional equity investment made in order to obtain significant influence or common control over investee without resulted in control, the initial investment cost under the equity method shall be the aggregate of fair value of previously held equity investment and additional investment cost on the date of transfer. For investments in non-trading equity instruments that were previously classified as at fair value through other comprehensive income, the cumulative fair value changes associated with them that were previously included in other comprehensive income are transferred to retained earnings upon the change to the equity method of accounting. In the event of loss of common control or significant influence over investee due to partial disposal of equity investment, the remaining equity interest after disposal shall be accounted for according to the Accounting Standard for Business Enterprises No. 22 – Recognition and measurement of Financial Instruments. The difference between its fair value and carrying amount shall be included in profit or loss for the current period. In respect of other comprehensive income recognised under previous equity investment using equity method, it shall be accounted for in accordance with the same accounting treatment for direct disposal of relevant asset or liability by investee at the time when equity method was ceased to be used. Movement of other owners’ equity related to the previous equity investment shall be transferred to profit or loss for the current period. 198 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 14. Long-term equity investments (Continued) (2) Subsequent measurement and method for profit or loss recognition (Continued) In the event of loss of control over investee due to partial disposal of equity investment, the remaining equity interest which can apply common control or impose significant influence over the investee after disposal shall be accounted for using equity method. Such remaining equity interest shall be treated as accounting for using equity method since it is obtained and adjustment was made accordingly. For the remaining equity interest which cannot apply common control or impose significant influence over the investee after disposal, it shall be accounted for using the Accounting Standard for Business Enterprises No. 22 – Recognition and measurement of Financial Instruments. The difference between its fair value and carrying amount as at the date of losing control shall be included in profit or loss for the current period. If the shareholding ratio of the Company is reduced due to the capital increase of other investors, and as a result, the Company loses the control of but still can apply common control or impose significant influence over the investee, the net asset increase due to the capital increase of the investee attributable to the Company shall be recognised according to the new shareholding ratio, and the difference with the original carrying amount of the long-term equity investment corresponding to the shareholding ratio reduction part that should be carried forward shall be recorded in the profit or loss for the current period; and then it shall be adjusted according to the new shareholding ratio as if equity method is used for accounting when acquiring the investment. In respect of the transactions between the Company and its associates and joint ventures, the share of unrealised gain or loss arising from internal transactions shall be eliminated by the portion attributable to the Company. Investment gain or loss shall be recognised accordingly. However, any unrealised loss arising from internal transactions between the Company and an investee is not eliminated to the extent that the loss is impairment loss of the transferred assets. (3) Basis for determining the common control and significant influence on the investee Common control is the contractually agreed sharing of control over an arrangement, which relevant activities of such arrangement must be decided by unanimously agreement from parties who share control. When determining if there is any common control, it should first be identified if the arrangement is controlled by all the participants or the group consisting of the participants, and then determined if the decision on the arranged activity can be made only with the unanimous consent of the participants sharing the control. If all the participants or a group of participants can only decide the relevant activities of certain arrangement through concerted action, it can be considered that all the participants or a group of participants share common control on the arrangement. If there are two or more participant groups that can collectively control certain arrangement, it does not constitute common control. When determining if there is any common control, the relevant protection rights will not be taken into account. Significant influence is the power of the investor to participate in the financial and operating policy decisions of an investee, but to fail to control or joint control the formulation of such policies together with other parties. When determining if there is any significant influence on the investee, the influence of the voting shares of the investee held by the investor directly and indirectly and the potential voting rights held by the investor and other parties which are exercisable in the current period and converted to the equity of the investee, including the warrants, stock options and convertible bonds that are issued by the investee and can be converted in the current period, shall be taken into account. 2023 ANNUAL REPORT 199 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 14. Long-term equity investments (Continued) (3) Basis for determining the common control and significant influence on the investee (Continued) When the Company holds directly or indirectly through the subsidiary 20% (inclusive) to 50% of the voting shares of the investee, it is generally considered to have significant influence on the investee, unless there is concrete evidence to prove that it cannot participate in the production and operation decision-making of the investee and cannot pose significant influence in this situation. When the Company owns less than 20% of the voting shares of the investee, it is generally considered that it has not significantly influenced on the investee, unless there is concrete evidence to prove that it can participate in the production and operation decision- making of the investee and can impose significant influence in this situation. (4) Impairment test method and impairment provision For the method for making impairment provision for the investment in subsidiaries, associates and joint ventures, please refer to Note V. 23. 15. Investment property Investment property refers to real estate held to earn rentals or for capital appreciation, or both. The investment property of the Company includes leased land use rights, land use rights held for sale after appreciation, and leased buildings. The investment property of the Company is measured initially at cost upon acquisition, and subject to depreciation or amortisation in the relevant periods according to the relevant provisions on fixed assets or intangible assets. For the method for making impairment provision for the investment property adopted cost method for subsequent measurement, please refer to Note V. 23. When an investment property is sold, transferred, retired or damaged, the amount of proceeds on disposal of the property net of the carrying amount and related tax and surcharges is recognised in profit or loss for the current period. 16. Fixed assets (1) Conditions for recognition Fixed assets represent the tangible assets held by the Company using in the production of goods, rendering of services and for operation and administrative purposes with useful life over one year. Fixed assets are recognised when it is probable that the related economic benefits will flow to the Company and the costs can be reliably measured. The Company’s fixed assets are initially measured at the actual cost at the time of acquisition. Subsequent expenditures incurred for a fixed asset are included in the cost of the fixed asset when it is probable that the associated economic benefits will flow to the Company and the related cost can be reliably measured. The cost of routine repairs of fixed assets that do not qualify as capitalised subsequent expenditure is charged to current profit or loss or included in the cost of the related assets in accordance with the beneficiary object when incurred. The carrying amount of the replaced part is derecognised. 200 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 16. Fixed assets (Continued) (2) Depreciation method The Company adopts the straight-line method for depreciation. Provision for depreciation will be started when the fixed asset reaches its expected usable state, and stopped when the fixed asset is derecognised or classified as a non-current asset held for sale. Without regard to the depreciation provision, the Company determines the annual depreciation rate by category, estimated useful lives and estimated residual value of the fixed assets as below: Year of Estimated residual Annual depreciation Category depreciation value rate Housing and building structure 20-40 5-10 2.25-4.75 Machinery and equipment 8-20 5-10 4.50-11.88 Transportation equipment 5-8 5-10 11.25-19.00 Electronic equipment and others 5 5-10 18.00-19.00 Where, for the fixed assets for which impairment provision is made, to determine the depreciation rate, the accumulated amount of the fixed asset impairment provision that has been made shall be deducted. (3) The impairment test method and impairment provision method of the fixed assets are set out in Note V. 23. (4) The Company will review the useful lives, estimated net residual value and depreciation method of the fixed assets at the end of each year. When there is any difference between the useful lives estimate and the originally estimated value, the useful lives of the fixed asset shall be adjusted. When there is any difference between the estimated net residual value estimate and the originally estimated value, the estimated net residual value shall be adjusted. (5) Disposal of fixed assets A fixed asset is derecognised on disposal or when it is expected that there shall be no economic benefit arising from using or after disposal. Where the fixed assets are sold, transferred, retired or damaged, the income received after disposal after deducting the carrying amount and related taxes are recognised in profit or loss for the current period. The Company regards the fixed assets that have been replaced due to technological transformation or elimination of outdated production capacity and have no subsequent plan for use, but have not reached the retirement standard, as idle fixed assets. The depreciation method for idle fixed assets remains unchanged from before it was idle. 2023 ANNUAL REPORT 201 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 17. Construction in progress Construction in progress of the Company is recognised based on the actual construction cost, including all necessary expenditures incurred for construction projects, capitalised borrowing costs for the construction in progress before it has reached the working condition for its intended use, and other related expenses during the construction period. A construction in progress is reclassified to fixed assets when it has reached the working condition for its intended use. For technological transformation or new machine-made paper projects, the projects will be put into trial operation for a period of time (usually three months) upon completion of construction. After the internal acceptance is completed during the trial operation period, the construction in progress will be transferred to fixed assets. The method for impairment provision of construction in progress is set out in Note V. 23. 18. Materials for project The materials for project of the Group refer to various materials prepared for construction in progress, including construction materials, equipment not yet installed and tools for production. The purchased materials for project are measured at cost, and the planning materials for project are transferred to construction in progress. After the completion of the project, the remaining materials for project are transferred to inventory. The method for impairment provision of materials for project is set out in Note V. 23. The closing balance of materials for project is presented as “construction in progress” item in the balance sheet. 19. Borrowing costs (1) Recognition principle for the capitalisation of the borrowing costs The borrowing costs incurred by the Company directly attributable to the acquisition, construction or production of a qualifying asset will be capitalised and included in the cost of relevant asset. Other borrowing costs will be recognised as expenses when incurred according to the incurred amount, and included in the profit or loss for the current period. When the borrowing costs meet all the following conditions, capitalisation shall be started: The capital expenditure has been incurred, which includes the expenditure incurred by paying cash, transferring non-cash assets or undertaking interest-bearing liabilities for acquiring, constructing or producing the qualifying assets; the borrowing costs have been incurred; and the acquisition, construction or production activity necessary for the asset to be ready for its intended use or sale has been started. 202 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 19. Borrowing costs (Continued) (2) Capitalisation period of borrowing costs When a qualifying asset acquired, constructed or produced by the Company is ready for its intended use or sale, the capitalisation of the borrowing costs shall discontinue. The borrowing costs incurred after a qualifying asset is ready for its intended use or sale shall be recognised as expenses when incurred according to the incurred amount, and included in the profit or loss for the current period. Capitalisation of borrowing costs shall be suspended during periods in which the acquisition, construction or production of a qualifying asset is interrupted abnormally, when the interruption is for a continuous period of more than 3 months. The capitalisation of the borrowing costs shall be continued in the normal interruption period. (3) Calculation methods for capitalisation rate and capitalised amount of the borrowing costs Where funds are borrowed for a specific purpose, the amount of interest to be capitalised shall be the actual interest expense incurred on that borrowing for the period less any bank interest earned from depositing the borrowed funds before being used into banks or any investment income on the temporary investment of those funds. Where funds are borrowed for general purpose, the Company shall determine the amount of interest to be capitalised on such borrowings by applying a capitalisation rate to the weighted average of the excess amounts of cumulative expenditures on the asset over and above the amounts of specific-purpose borrowings. The capitalisation rate shall be the weighted average of the interest rates applicable to the general-purpose borrowings. During the capitalisation period, exchange differences on a specific purpose borrowing denominated in foreign currency shall be capitalised. Exchange differences related to general-purpose borrowings denominated in foreign currency shall be included in profit or loss for the current period. 20. Biological assets (1) Standards for recognising biological assets Bearer biological assets refer to biological assets held for the purpose of producing agricultural products, providing labour services or renting, including economic forests, firewood forests, productive livestock and draught animals. The Company’s bearer biological assets are mainly tea trees. The cost of a planted or propagated bearer biological asset includes the expenses directly attributable to the asset and necessarily incurred before the asset is ready for its intended production and operation, including the borrowing costs that are eligible for capitalisation. The management, protection and feeding costs of a biological asset subsequent to crown closure or after the asset is ready for its intended production and operation are expensed and recognised in profit or loss as incurred. According to experience, the tea trees grown by the Company generally take 7 years to reach the crown closure stage. Depreciation of bearer biological assets is calculated using the straight-line method over the estimated useful life of each biological asset less its residual value as follows: Type of bearer biological Estimated residual Annual depreciation assets Useful life (year) value rate Tea tree 20 5% 2023 ANNUAL REPORT 203 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 20. Biological assets (Continued) (1) Standards for recognising biological assets (Continued) The Company reviews the useful life and estimated net residual value of a bearer biological asset and the depreciation method applied at least at each financial year-end. A change in the useful life or estimated net residual value of a fixed asset or the depreciation method used shall be accounted for as a change in accounting estimate. The difference between the disposal income of the sale, loss, death or damage of a bearer biological asset, net of its carrying amount and related taxes, is recognised in profit or loss for the current period. The method for impairment provision of bearer biological assets is set out in Note V. 23. 21. Intangible assets The intangible assets of the Company include land use rights, software, patents and certificates of third party right. The intangible asset is initially measured at cost, and its useful life is determined upon acquisition. If the useful life is finite, the intangible asset will be amortised over the estimated useful life using the amortisation method that can reflect the estimated realisation of the economic benefits related to the asset, starting from the time when it is available for use. If it is unable to reliably determine the estimated realisation, straight-line method shall be adopted for amortisation. The intangible assets with uncertain useful life will not be amortised. The amortisation methods for the intangible assets with finite useful life are as follows: The basis for Method of Type Useful life determining useful life amortisation Remark Land use rights 50-70 Years of certificate Straight-line method Software 5-10 Estimated years for Straight-line method software replacement Patents 5-20 Useful life of purchase Straight-line method Certificates of third party right 3 Useful life of purchase Straight-line method The Company reviews the useful life and amortisation method of the intangible assets with finite useful life at the end of each year. If it is different from the previous estimates, the original estimates will be adjusted, and will be treated as a change in accounting estimate. If it is estimated on the balance sheet date that certain intangible asset can no longer bring future economic benefit to the company, the carrying amount of the intangible asset will be entirely transferred into the profit or loss for the current period. The impairment method for the intangible assets is set out in Note V. 23. 204 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 22. R&D expenses The R&D expenses of the Company are expenses directly related to the R&D activities of the Company, including the wages R&D staff, direct investment costs, depreciation expenses and long-term prepaid expenses, design expenses, equipment testing expenses, amortisation expenses of intangible assets, and outsourced R&D expenses, and other expenses. Among them, the wages of R&D staff are included in R&D expenses based on working hours of related projects. Equipment, production lines, and sites shared between R&D activities and other production and operation activities are included in R&D expenses according to the proportion of working hours and the proportion of area. The Company divides the expenses on internal R&D projects into expenses in the research phase and expenses in the development phase. All R&D expenses of the Company are included in the current profits and losses when incurred. 23. Asset impairment Impairment of long-term equity investments in subsidiaries, associates and joint ventures, asset impairment on investment property, fixed assets, construction in progress, bearer biological assets measured at cost, right-of- use assets, intangible assets, goodwill and others (excluding inventories, deferred tax assets and financial assets) subsequently measured at cost is determined as follows: The Company determines if there is any indication of asset impairment as at the balance sheet date. If there is any evidence indicating that an asset may be impaired, recoverable amount shall be estimated for impairment test. Goodwill arising from business combinations, intangible assets with an indefinite useful life and intangible assets not ready for use will be tested for impairment annually, regardless of whether there is any indication of impairment. The recoverable amount of an asset is the higher of its fair value less costs of disposal and the present value of the future cash flows expected to be derived from the asset. The Company estimates the recoverable amount of an individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the Company shall determine the recoverable amount of the asset group to which the asset belongs. The determination of an asset group is based on whether major cash inflows generated by the asset group are independent of the cash inflows from other assets or asset groups. When the recoverable amount of an asset or an asset group is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction amount is charged to profit or loss and an impairment provision is made accordingly. For the purpose of impairment test of goodwill, the carrying amount of goodwill acquired in a business combination is allocated to the relevant asset groups on a reasonable basis from the acquisition date; where it is difficult to allocate to the related asset groups, it is allocated to the combination of related asset groups. The related asset groups or combination of asset groups are those which can benefit from the synergies of the business combination and are not larger than the reportable segments identified by the Company. In the impairment test, if there is any indication that an asset group or a combination of asset groups related to goodwill may be impaired, the Company first tests the asset group or set of asset groups excluding goodwill for impairment, calculates the recoverable amount and recognises the corresponding impairment loss. An impairment test is then carried out on the asset group or combination of asset groups containing goodwill by comparing its carrying amount with its recoverable amount. If the recoverable amount is lower than the carrying amount, an impairment loss is recognised for goodwill. An impairment loss recognised shall not be reversed in a subsequent period. 2023 ANNUAL REPORT 205 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 24. Long-term prepaid expenses The long-term prepaid expenses incurred by the Company shall be recognised based on the actual cost, and evenly amortised over the estimated benefit period. For the long-term prepaid expense that cannot benefit the subsequent accounting periods, its value after amortisation shall be entirely included in the profit or loss for the current period. 25. Contract liabilities A contract liability represents the Company’s obligation to transfer goods to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If the customer has already paid the contract consideration before the Company transfers goods to the customer or the Company has obtained the unconditional collection right, the Company will recognise such amount received or receivable as contract liabilities at earlier of the actual payment by the customer or the amount payable becoming due. Contract assets and contract liabilities under the same contract are presented on a net basis, and contract assets and contract liabilities under different contracts are not offset. 26. Employee benefits (1) Scope of employee benefits Employee benefits are all forms of considerations or compensation given by an entity in exchange for services rendered by employees or for the termination of employment. Employee benefits include short-term staff remuneration, post-employment benefits, termination benefits and other long-term employee benefits. Employee benefits include benefits provided to employees’ spouses, children, other dependants, survivors of the deceased employees or other beneficiaries. Employee benefits are presented as “employee benefits payable” and “long-term employee benefits payable” in the balance sheet, respectively, according to liquidity. (2) Short-term staff remuneration Employee wages or salaries actually incurred, bonuses, and social insurance contributions such as medical insurance, work injury insurance, maternity insurance, and housing fund, contributed at the applicable benchmarks and rates, are recognised as a liability as the employees provide services, with a corresponding charge to profit or loss or included in the cost of assets where appropriate. 206 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 26. Employee benefits (Continued) (3) Post-employment benefits Post-employment benefit plans include defined contribution plans and defined benefit plans. A defined contribution plan is a post-employment benefit plan under which the Company pays fixed contributions into a separate fund and the Company has no further obligations for payment. A defined benefit plan is a postemployment benefit plan other than a defined contribution plan. Defined contribution plans Defined contribution plans include basic pension insurance, unemployment insurance and enterprise annuity plan (if any). During the accounting period in which an employee provides service, the amount payable calculated according to the defined contribution plan is recognised as a liability and included in the profit or loss for the current period or the cost of relevant assets. Defined benefit plans For defined benefit plans, the actuarial valuation is carried out by an independent actuary on the annual balance sheet date, and the cost of providing benefits is determined by the expected cumulative benefit unit method. The cost of staff remuneration arising from the Company’s defined benefit plans includes the following components: Service cost, including current service cost, past service cost, and settlement gain or loss. In particular, the current service cost refers to the increase in the present value of obligations of defined benefit plans arising from the service provided by staff in the current period; the past service cost refers to the increase or decrease in the present value of obligations of defined benefit plans related to the service of the staff in the previous period arising from the revision of defined benefit plans. Net interest on net liabilities or net assets of defined benefit plans, including interest income from the assets under the plans, interest expense arising from the obligations of defined benefit plans, and interest affected by asset caps. Changes arising from the remeasurement of net liabilities or net assets of defined benefit plans. Unless other accounting standards require or allow costs of staff welfare to be included in costs of assets, the Company will include the above items and in the current profit and loss; and include item in other comprehensive income which will not be transferred back to profit or loss in subsequent accounting periods. When the original defined benefit plan is terminated, all the part originally included in other comprehensive income shall be transferred to retained profit within the scope of equity. 2023 ANNUAL REPORT 207 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 26. Employee benefits (Continued) (4) Termination benefits When the Company provides termination benefits to employees, employee benefits liabilities arising from termination benefits are recognised in profit or loss for the current period at the earlier of the following dates: when the Company cannot revoke unilaterally compensation for dismissal due to the cancellation of labour relationship plans and employee redundant proposals; the Company recognises cost and expenses related to payment of compensation for dismissal and restructuring. For the early retirement plans, economic compensations before the actual retirement date were classified as termination benefits. During the period from the date of cease of render of services to the actual retirement date, relevant wages and contribution to social insurance for the employees proposed to be paid are recognised in profit or loss on a one-off basis. Economic compensation after the official retirement date, such as normal pension, is accounted for as post-employment benefits. (5) Other long-term benefits Other long-term employee benefits provided by the Group to employees that meet the conditions for defined contribution plans are accounted for in accordance with the relevant provisions relating to defined contribution plans as stated above. If the conditions for defined benefit plans are met, the benefits shall accounted for in accordance with the relevant provisions relating to defined benefit plans, but the “changes arising from the remeasurement of net liabilities or net assets of defined benefit plans” in the relevant employee benefits shall be included in the current profit and loss or the relevant costs of assets. 27. Provisions Obligations pertinent to the contingencies which satisfy the following conditions are recognised by the Company as provisions: (1) the obligation is a current obligation borne by the Company; (2) it is likely that an outflow of economic benefits from the Company will be resulted from the performance of the obligation; (3) the amount of the obligation can be reliably measured. The provisions shall be initially measured based on the best estimate for the expenditure required for the performance of the current obligation, after taking into account relevant risks, uncertainties, time value of money and other factors pertinent to the contingencies. If the time value of money has significant influence, the best estimates shall be determined after discounting the relevant future cash outflow. The Company reviews the carrying amount of the provisions on the balance sheet date and adjust the carrying amount to reflect the current best estimates. If all or some expenses incurred for settlement of recognised provisions are expected to be borne by the third party, the compensation amount shall, on a recoverable basis, be recognised as asset separately, and compensation amount recognised shall not be more than the carrying amount of provisions. 28. Share-based payments and equity instruments (1) Category of share-based payment The Company’s share-based payment is either equity-settled or cash-settled. (2) Determination of fair value of equity instruments For the existence of an active market for options and other equity instruments granted by the Company, the fair value is determined at the quoted price in the active market. For options and other equity instruments with no active market, option pricing model shall be used to estimate the fair value of the equity instruments. The following factors shall be taken into account using option pricing models: A. the exercise price of the option; B. the validity period of the option; C. the current market price of the share; D. the expected volatility of the share price; E. predicted dividend of the share; and F. risk-free rate of the option within the validity period. 208 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 28. Share-based payments and equity instruments (Continued) (3) Recognition of vesting of equity instruments based on the best estimate On each balance sheet date within the vesting period, the estimated number of equity instruments expected to vest is revised based on the best estimate made by the Company according to the latest available subsequent information as to changes in the number of employees with exercisable rights. On the vesting date, the final estimated number of equity instruments expected to vest should equal the actual number of equity instruments expected to vest. (4) Accounting treatment of implementation, modification and termination of share-based payment Equity-settled share-based payment shall be measured at the fair value of the equity instruments granted to employees. For those may immediately vest after the grant, the fair value of equity instrument at the grant date shall be included in the relevant costs or expenses, and the capital reserve shall be increased accordingly. If the right may not be exercised until the vesting period comes to an end or until the specified performance conditions are met, on each balance sheet date within the vesting period, the services obtained in the current period shall, based on the best estimate of the number of vested equity instruments, be included in the relevant costs or expenses and the capital reserve at the fair value of the equity instrument at the grant date. After the vesting period, relevant costs or expenses and total shareholders’ equity which have been recognised will not be adjusted. Cash-settled share-based payment shall be measured in accordance with the fair value of liability calculated and recognised based on the shares or other equity instruments undertaken by the Company. For those may immediately vest after the grant, the fair value of the liability undertaken by the Company shall, on the date of the grant, be included in the relevant costs or expenses, and the liabilities shall be increased accordingly. If the right may not be exercised until the vesting period comes to an end or until the specified performance conditions are met, on each balance sheet date within the vesting period, the services obtained in the current period shall, based on the best estimate of the information about the exercisable right, be included in the relevant costs or expenses and the corresponding liabilities at the fair value of the liability undertaken by the Company. For each of the balance sheet date and settlement date before the settlement of the relevant liabilities, fair value of the liabilities shall be remeasured and the changes will be included in the profit or loss for the current period. When there are changes in Company’s share-based payment plans, if the modification increases the fair value of the equity instruments granted, corresponding recognition of service increase in accordance with the increase in the fair value of the equity instruments; if the modification increases the number of equity instruments granted, the increase in fair value of the equity instruments is recognised as a corresponding increase in service achieved. An increase in the fair value of equity instruments refers to the difference between the fair values of the modified date. If the modification reduces the total fair value of shares paid or not conductive to the use of other employees share-based payment plans to modify the terms and conditions of service, it will continue to be accounted for in the accounting treatment, as if the change had not occurred, unless the Company cancelled some or all of the equity instruments granted. During the vesting period, if the cancelled equity instruments (except for failure to meet the conditions of the non-market vesting conditions) granted by the Company to cancel the equity instruments granted amount treated as accelerated vesting of the remaining period should be recognised immediately in profit or loss, while recognising capital reserves. If employees or other parties can choose to meet non-vesting conditions but they are not met in the vesting period, the Company will treat them as cancelled equity instruments granted. (5) Restricted shares If the Company grants the restricted shares to incentive participants under an equity incentive plan, the incentive participants shall subscribe for the shares first. If the unlocking conditions stipulated in the equity incentive plan cannot be fulfilled subsequently, the Company repurchase the shares at the predetermined price. If the registration and other capital increase procedures for the restricted shares issued to employees are completed in accordance with relevant regulations, the Company recognises share capital and capital reserve (or capital premium) based on the subscription money received from the employees on the grant date; and recognises treasury shares and other payables for repurchase obligation. 2023 ANNUAL REPORT 209 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 29. Other financial instruments such as preference shares and Perpetual Bonds (1) Classification of financial liabilities and equity instruments Financial instruments issued by the Company are classified into financial assets, financial liabilities or equity instruments on the basis of the substance of the contractual arrangements and the economic nature not only its legal form, together with the definition of financial asset, financial liability and equity instruments on initial recognition. (2) Accounting treatment of other financial instruments such as preference shares and Perpetual Bonds Financial instruments issued by the Company are initially recognised and measured in accordance with the financial instrument standards; thereafter, interest or dividends are accrued on each balance sheet date and accounted for in accordance with relevant specific ASBEs, i.e. to determine the accounting treatment for interest expenditure or dividend distribution of the instrument based on the classification of the financial instrument issued. For financial instruments classified as equity instruments, their interest expenses or dividend distributions are treated as profit distribution of the Company, and their repurchases and cancellations are treated as changes in equity; for financial instruments classified as financial liabilities, their interest expenses or dividend distribution are in principle accounted for with reference to borrowing costs, and the gains or losses arising from their repurchases or redemption are included in the profit or loss for the current period. For the transaction costs such as fees and commissions incurred by the Company for issuing financial instruments, if such financial instruments are classified as debt instruments and measured at amortised cost, they are included in the initial measured amount of the instruments issued; if such financial instruments are classified as equity instruments, they are deducted from equity. 30. Revenue (1) General principles The Company recognises revenue when it satisfies a performance obligation in the contract, i.e. when the customer obtains control of the relevant goods or services. Where a contract has two or more performance obligations, the Company allocates the transaction price to each performance obligation based on the percentage of respective unit price of goods or services guaranteed by each performance obligation, and recognises as revenue based on the transaction price that is allocated to each performance obligation. If one of the following conditions is fulfilled, the Company performs its performance obligation within a certain period; otherwise, it performs its performance obligation at a point of time: when the customer simultaneously receives and consumes the benefits provided by the Company when the Company performs its obligations under the contract; when the customer is able to control the goods in progress in the course of performance by the Company under the contract; when the goods produced by the Company under the contract are irreplaceable and the Company has the right to payment for performance completed to date during the whole contract term. 210 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 30. Revenue (Continued) (1) General principles (Continued) For performance obligations performed within a certain period, the Company recognises revenue by measuring the progress towards complete of that performance obligation within that certain period. When the progress of performance cannot be reasonably determined, if the costs incurred by the Company are expected to be compensated, the revenue shall be recognised at the amount of costs incurred until the progress of performance can be reasonably determined. For performance obligation performed at a point of time, the Company recognises revenue at the point of time at which the customer obtains control of relevant goods or services. To determine whether a customer has obtained control of goods or services, the Company considers the following indications: The Company has the current right to receive payment for the goods, which is when the customer has the current payment obligations for the goods. The Company has transferred the legal title of the goods to the customer, which is when the client possesses the legal title of the goods. The Company has transferred the physical possession of goods to the customer, which is when the customer obtains physical possession of the goods. The Company has transferred all of the substantial risks and rewards of ownership of the goods to the customer, which is when the customer obtain all of the substantial risks and rewards of ownership of the goods to the customer. The customer has accepted the goods or services. Other information indicates that the customer has obtained control of the goods. (2) Specific methods The Company’s revenue mainly comes from the following types of business: sales of goods, provision of hotel and property services, and provision of financial leasing and factoring services. Sales of goods The Company produces and sells machine-made paper and raw materials, electricity and steam, construction materials, papermaking chemicals, plastic automobile accessories, moulds and other products. In terms of domestic sales, revenue is recognised at a point in time when the control over the goods is transferred after the Company has delivered the goods (other than electricity and steam) sold to the location as specified in the contract and the customer has accepted the goods. In terms of overseas sales, revenue is recognised on the day when the goods (other than electricity and steam) sold are loaded on board and declared. 2023 ANNUAL REPORT 211 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 30. Revenue (Continued) (2) Specific methods (Continued) Sales of goods (Continued) The sales of electricity and steam by the Company are performance obligations performed within a certain period. For sales of electricity, the Company recognises revenue from sales of electricity based on the quantity of electricity delivered to customers every month at a price agreed in the contract. For sales of steam, the Company recognises revenue from sales of steam based on the amount of steam delivered to customers every month at a price agreed in the contract. The credit periods granted by the Company to customers in various industries are consistent with the practices of various industries, therefore, there is no significant financing component. The Company provides product quality assurance for the sales of products and recognises corresponding provisions. The Company does not provide any additional services or additional quality assurance, so the product quality assurance does not constitute a separate fulfilment obligation. The Company’s cooperation model with distributors is outright sales, and the recognition of sales revenue under the distribution model is consistent with the direct sales model. Certain contracts between the Company and its customers contain arrangements on sales rebates which will give rise to variable consideration. Where a contract contains variable consideration, the Company determines the best estimates on the variable consideration based on expected values or the most probable amount, provided that transaction prices including variable consideration shall not exceed the cumulative amount of recognised revenue upon the removal of relevant uncertainties in connection with which a significant reversal is highly unlikely. For sales of machine-made paper with sales return clauses, the revenue recognised is subject to the cumulative amount of recognised revenue in connection with which a significant reversal is highly unlikely. The Company recognises the liabilities according to the expected amount of refund, and recognises the carrying amount of the goods returned at the time of transfer deducting the estimated cost of recovering the goods as an asset (including the loss of the value of the returned goods). Provision of hotel and property services The Company provides hotel and property services to external parties. Since the customers obtain and consume the economic benefits brought by the Company’s performance of the contract while the Company performs the contract, the Company recognises revenue according to the progress of the contract performance. Since the performance progress occurs evenly, the Company recognises revenue by amortising on a straight- line basis over the service period. Provision of financial leasing and factoring services The Company recognises revenue from external financial leasing and factoring services according to the effective interest rate. For assets that have not experienced credit impairment, the Company determines its interest income based on the amount of the book balance of the financial asset (i.e. without considering the impact of impairment) multiplied by the effective interest rate. 212 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 30. Revenue (Continued) (2) Specific methods (Continued) Provision of financial leasing and factoring services (Continued) There are two cases for financial assets with credit impairment: For financial assets that are not credit-impaired when purchased or originated, but are credit-impaired in subsequent periods, the Company shall, in the subsequent periods when impairment occurs, determine its income based on the amount of the amortised cost of the financial asset (i.e. the book balance minus the accrued impairment) multiplied by the effective interest rate (the effective interest rate determined at the time of initial recognition, which does not change due to the occurrence of impairment). For financial assets that are credit-impaired when purchased or originated, the Company shall, upon initial recognition, determines its income based on the amount of the amortised cost of the financial asset multiplied by the credit-adjusted effective interest rate (i.e. the interest rate at which the projected future cash flows after impairment are discounted to the amortised cost at the time of purchase or origination). 31. Contract costs Contract costs are either the incremental costs of obtaining a contract with a customer or the costs to fulfil a contract with a customer. Incremental costs of obtaining a contract are those costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained e.g. sales commission. The Company recognises the incremental costs of obtaining a contract with a customer as an asset if it expects to recover those costs. Other costs of obtaining a contract are expensed when incurred. If the costs to fulfil a contract with a customer are not within the scope of inventories or other ASBEs, the Company recognises an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria: the costs relate directly to an existing contract or to a specifically identifiable anticipated contract, including direct labour, direct materials, allocations of overheads (or similar costs), costs that are explicitly chargeable to the customer and other costs that are incurred only because the Company entered into the contract; the costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; the costs are expected to be recovered. 2023 ANNUAL REPORT 213 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 31. Contract costs (Continued) Assets recognised for the incremental costs of obtaining a contract and assets recognised for the costs to fulfil a contract (the “assets related to contract costs”) are amortised on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the assets relate and recognised in profit or loss for the current period. If the amortisation period does not exceed one year, it shall be recognised in profit or loss for the current period. The Company recognises an impairment loss in profit or loss to the extent that the carrying amount of an asset related to contract costs exceeds: remaining amount of consideration that the Company expects to receive in exchange for the goods or services to which the asset relates; the cost estimated to be happened for the transfer of related goods or services. 32. Government grants A government grant is recognised when the grant will be received and that the Company will comply with the conditions attaching to the grant. If a government grant is in the form of a monetary asset, it is measured at the amount received or receivable. If a government grant is in the form of non-monetary asset, it is measured at fair value; if the fair value cannot be obtained in a reliable way, it is measured at the nominal amount of RMB1. Government grants obtained for acquisition or construction of long-term assets or other forms of long-term asset formation are classified as government grants related to assets, while the remaining government grants are classified as government grants related to revenue. Regarding the government grant not clearly defined in the official documents and can form long-term assets, the part of government grant which can be referred to the value of the assets is classified as government grant related to assets and the remaining part is government grant related to revenue. For the government grant that is difficult to distinguish, the entire government grant is classified as government grant related to revenue. 214 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 32. Government grants (Continued) A government grant related to an asset shall be recognised as deferred income, and evenly amortised to profit or loss over the useful life of the asset in a reasonable and systematic manner. For a government grant related to revenue, if the grant is a compensation for related costs, expenses or losses incurred, the grant shall be recognised in profit or loss for the current period or used to offset related costs; if the grant is a compensation for related costs, expenses or losses to be incurred in subsequent periods, the grant shall be recognised as deferred income, and recognised in profit or loss over the periods in which the related costs, expenses or losses are recognised, or used to offset related costs. A government grant measured at nominal amount is directly included in profit or loss for the current period. The Company adopts a consistent approach to the same or similar government grants. A government grant related to daily activities is recognised in other gains or used to offset related costs relying on the essence of economic business; otherwise, recognised in non-operating income or used to offset non-operating expenses. For the repayment of a government grant already recognised, if the carrying amount of relevant assets was written off at initial recognition, the carrying amount of the assets shall be adjusted; if there is any related deferred income, the repayment shall be offset against the carrying amount of the deferred income, and any excess shall be recognised in profit or loss for the current period; otherwise, the repayment shall be recognised immediately in profit or loss for the current period. 33. Deferred income tax assets/deferred income tax liabilities Income tax comprises current income tax expense and deferred income tax expense, which are included in profit or loss for the current period as income tax expenses, except for deferred tax related to transactions or events that are directly recognised in owners’ equity which are recognised in owners’ equity, and deferred tax arising from a business combination, which is adjusted against the carrying amount of goodwill. Temporary differences arising from the difference between the carrying amount of an asset or liability and its tax base at the balance sheet date of the Company shall be recognised as deferred income tax using the balance sheet liability method. All the taxable temporary differences are recognised as deferred income tax liabilities except for those incurred in the following transactions: (1) The initial recognition of goodwill, and the initial recognition of an asset or liability in a transaction which is neither a business combination nor affects accounting profit or taxable profit (or deductible loss) when the transaction occurs (other than a single transaction that the initially recognised assets and liabilities result in an equal amount of taxable temporary differences and deductible temporary differences); (2) The taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, and the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. 2023 ANNUAL REPORT 215 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 33. Deferred income tax assets/deferred income tax liabilities (Continued) The Company recognises a deferred income tax asset for the carry forward of deductible temporary differences, deductible losses and tax credits to subsequent periods, to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, deductible losses and tax credits can be utilised, except for those incurred in the following transactions: (1) The transaction is neither a business combination nor affects accounting profit or taxable profit (or deductible loss) when the transaction occurs (other than a single transaction that the initially recognised assets and liabilities result in an equal amount of taxable temporary differences and deductible temporary differences); (2) The deductible temporary differences associated with investments in subsidiaries, associates and joint ventures, the corresponding deferred income tax asset is recognised when both of the following conditions are satisfied: it is probable that the temporary difference will reverse in the foreseeable future, and it is probable that taxable profits will be available in the future, against which the temporary difference can be utilised. At the balance sheet date, deferred income tax assets and deferred income tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, and their tax effect is reflected accordingly. At the balance sheet date, the Company reviews the carrying amount of a deferred income tax asset. If it is probable that sufficient taxable profits will not be available in future periods to allow the benefit of the deferred tax asset to be utilised, the carrying amount of the deferred tax asset is reduced. Any such reduction in amount is reversed when it becomes probable that sufficient taxable profits will be available. At the balance sheet date, deferred income tax assets and deferred income tax liabilities are presented as the net amount after offsetting when the following conditions are met at the same time: (1) The tax payer within the Company has the legal right to settle current income tax assets and current income tax liabilities on a net basis; (2) Deferred income tax assets and deferred income tax liabilities are related to income taxes levied by the same tax collection and administration authority on the same taxpayer within the Company. 34. Lease (1) Identification of leases On the beginning date of the contract, the Company (as a lessee or lessor) assesses whether the customer in the contract has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use and has the right to direct the use of the identified asset throughout the period of use. If a contract conveys the right to control the use of an identified asset and multiple identified assets for a period of time in exchange for consideration, the Company identifies such contract is, or contains, a lease. (2) The Company as lessee On the beginning date of the lease, the Company recognises right-of-use assets and lease liabilities for all leases, except for short-term lease and low-value asset lease with simplified approach. The accounting policy for right-of-use assets is set out in Note V. 35. 216 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 34. Lease (Continued) (2) The Company as lessee (Continued) The lease liability is initially measured at the present value of the lease payments that are not paid at the beginning date of the lease using the interest rate implicit in the lease. Where the interest rate implicit in the lease cannot be determined, the incremental borrowing rate is used as the discount rate. Lease payments include fixed payments and in-substance fixed payments, less any lease incentives receivable; variable lease payments that are based on an index or a rate; the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; payments for terminating the lease, if the lease term reflects the lessee exercising that option of terminating; and amounts expected to be payable by the lessee under residual value guarantees. Subsequently, the interest expense on the lease liability for each period during the lease term is calculated using a constant periodic rate of interest and is recognised in profit or loss for the current period. Variable lease payments not included in the measurement of lease liabilities are recognised in profit or loss for the period in which they actually arise. Short-term lease Short-term leases refer to leases with a lease term of less than 12 months from the commencement date, except for those with a purchase option. Lease payments on short-term leases are recognised in the cost of related assets or current profit or loss on a straight-line basis over the lease term. For short-term leases, the Company chooses to adopt the above simplified approach for the following types of assets that meet the conditions of short-term lease according to the classification of leased assets. Low-value equipment Transportation vehicles Low-value asset lease A low-value asset lease is a lease that the value of a single leased asset is below RMB40,000 when it is a new asset. Lease payments on low-value asset leases are recognised on a straight-line basis over the lease term, and either included in the cost of the related asset or charged to profit or loss for the current period. For a low-value asset lease, the Company chooses the above simplified approach based on the specific circumstances of each lease. 2023 ANNUAL REPORT 217 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 34. Lease (Continued) (2) The Company as lessee (Continued) Lease modification The Company accounts for a lease modification as a separate lease when the modification occurs and the following conditions are met: the lease modification expands the scope of lease by adding the right to use one or more of the leased assets; and the increase in consideration is equivalent to the separate price for the expanded scope of lease adjusted for that contractual situation. Where a lease modification is not accounted for as a separate lease, at the effective date of the lease modification, the Company reallocates the consideration of the modified contract, redetermines the lease term and remeasures the lease liability based on the present value of the lease payments after the modification and the revised discount rate. If a lease modification results in a reduction in the scope of the lease or a shortening of the lease term, the Company reduces the carrying amount of the right-of-use asset accordingly and includes in the profit or loss for the period the gain or loss associated with the partial or complete termination of the lease. Where other lease modifications result in a remeasurement of the lease liability, the Company adjusts the carrying amount of the right-of-use asset accordingly. (3) The Company as lessor When the Company is a lessor, a lease is classified as a finance lease whenever the terms of the lease transfer substantially all the risks and rewards of asset ownership to the lessee. All leases other than financial leases are classified as operating leases. Finance leases Under finance leases, the Company accounts for finance lease receivables at the beginning of the lease term at the net lease investment, which is the sum of the unsecured residual value and the present value of the lease receipts outstanding at the commencement date of the lease, discounted at the interest rate implicit in the lease. The Company as lessor calculates and recognises interest income for each period of the lease term based on a fixed periodic interest rate. Variable lease payments acquired by the Company as lessor that are not included in the net measurement of lease investments are included in profit or loss for the period when they are actually incurred. Derecognition and impairment of finance lease receivables are accounted for in accordance with the requirements under the Accounting Standard for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments and the Accounting Standards for Business Enterprises No. 23 – Transfer of Financial Assets. 218 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 34. Lease (Continued) (3) The Company as lessor (Continued) Operating lease Lease payments under operating leases are recognised in profit or loss on a straight-line basis over the lease term. Initial direct costs incurred in relation to operating leases are capitalised and amortised over the lease term on the same basis as rental income and recognised in profit or loss for the current period. The variable lease payments obtained in relation to operating leases that are not included in the lease payments are recognised in profit or loss in the period in which they actually incurred. Lease modification The Company accounts for a modification in an operating lease as a new lease from the effective date of the modification and the amount of lease receipts received in advance or receivable in respect of the lease prior to the modification is treated as a receipt under the new lease. The Company accounts for a modification in a finance lease as a separate lease when the change occurs and the following conditions are met: the modification expands the scope of lease by adding the right to use one or more of the leased assets; and the increase in consideration is equivalent to the separate price for the expanded scope of lease adjusted for that contractual situation. Where a finance lease is modified and not accounted for as a separate lease, the Company accounts for the modified lease in the following circumstances: If the modification takes effect on the lease commencement date, the lease will be classified as an operating lease, the Company will account for it as a new lease from the effective date of the lease modification, and use the net lease investment before the effective date of the lease modification; If the modification takes effect on the lease commencement date, the lease will be classified as a finance lease, and the Company will conduct accounting treatment in accordance with the Accounting Standards for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments on modifying or renegotiating contracts. (4) Sublease When the Company is an intermediate lessor, the sublease is classified with reference to the right-of-use assets arising from the head lease. If the head lease is a short-term lease for which the Company adopts a simplified approach, then the Company classifies the sublease as an operating lease. 2023 ANNUAL REPORT 219 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 34. Lease (Continued) (5) Sale and leaseback The lessee and the lessor shall assess and determine whether the transfer of assets in a sale and leaseback transaction is a sale in accordance with the requirements of the Accounting Standard for Business Enterprises No. 14 – Revenue. Where asset transfer under the sale and leaseback transactions is a sale, the lessee shall measure the right- of-use assets created by the sale and leaseback based on the portion of carrying amount of the original assets related to right of use obtained upon leaseback, and only recognise relevant profit or loss for the right transferred to the lessor. The lessor shall account for the purchase of assets in accordance with other applicable ASBEs and account for the lease of assets in accordance with this standard. Where asset transfer under the sale and leaseback transactions is not a sale, the lessee shall continue to recognise the transferred assets while recognising a financial liability equal to the transfer income and account for such liability according to the Accounting Standard for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments; or not to recognise the transferred assets but recognise a financial asset equal to the transfer income and account for such asset according to the Accounting Standard for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments. 35. Right-of-use assets (1) Conditions for recognition of right-of-use assets Right-of-use assets are defined as the right of underlying assets in the lease term for the Company as a lessee. Right-of-use assets are initially measured at cost at the commencement date of the lease. The cost includes the amount of the initial measurement of lease liability; lease payments made at or before the inception of the lease less any lease incentives enjoyed; initial direct costs incurred by the Company as lessee; costs to be incurred in dismantling and removing the underlying assets, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease incurred by the Company as lessee. As a lessee, the Company recognises and measures the costs of dismantling and restoration in accordance with the Accounting Standard for Business Enterprises No. 13 – Contingencies. Subsequently, the lease liability is adjusted for any remeasurement of the lease liability. (2) Depreciation method of right-of-use assets The Company uses the straight-line method for depreciation. Where the Company, as a lessee, is reasonably certain to obtain ownership of the leased asset at the end of the lease term, such asset is depreciated over the remaining useful life of the leased asset. Where ownership of the lease assets during the lease term cannot be reasonably determined, right-of-use assets are depreciated over the lease term or the remainder of useful lives of the lease assets, whichever is shorter. (3) For the methods of impairment test and impairment provision of right-of-use assets, please refer to Note V. 23. 220 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 36. Production safety expenses and maintenance costs According to relevant provisions, the Company makes provisions for production safety expenses based on the revenue of the power plant in the previous year and the prescribed percentages. The specific provisions are as follows: if the revenue of the previous year did not exceed RMB10 million, provisions would be made at 3%; if the revenue of the previous year exceeded RMB10 million but did not exceed RMB100 million, provisions would be made at 1.5%; if the revenue of the previous year exceeded RMB100 million but did not exceed RMB1,000 million, provisions would be made at 1%; if the revenue of the previous year exceeded RMB1,000 million but did not exceed RMB5,000 million, provisions would be made at 0.8%; if the revenue of the previous year exceeded RMB5,000 million but did not exceed RMB10,000 million, provisions would be made at 0.6%; if the revenue of the previous year exceeded RMB10,000 million, provisions would be made at 0.2%. Provisions for production safety expenses are included in the cost of related products or profit or loss of the current period and included in “special reserves” correspondingly. When the provisions for production safety expenses and maintenance costs are utilised within the prescribed scope, if such production safety expenses are applied and related to revenue expenditures, specific reserve is directly offset. When fixed assets are incurred, they are included in the “construction in progress” item and transferred to fixed assets when the status of the assets is ready for intended use. They are then offset against specific reserve based on the amount included in fixed assets while corresponding amount is recognised in accumulated depreciation. Such fixed assets are no longer depreciated in subsequent periods. 37. Repurchase of shares Prior to cancellation or transfer of shares repurchased, the Company recognises all expenditures arising from share repurchase as cost of treasury shares in the treasury share account. Considerations and transaction fee incurred from the repurchase of shares shall lead to the elimination of owners’ equity and does not recognise profit or loss when shares of the Company are repurchased, transferred or cancelled. The difference between the actual amount received and the carrying amount of the treasury shares are recognised as capital reserve when the treasury shares are transferred, if the capital reserve is not sufficient to be offset, the excess amount shall be recognised to offset surplus reserve and retained profit. When the treasury shares are cancelled, the capital shall be eliminated according to the number of shares and par value of cancelled shares, the difference between the actual amount received and the carrying amount of the treasury shares are recognised as capital reserve, if the capital reserve is not sufficient to be offset, the excess amount shall be recognised to offset surplus reserve and retained profit. 38. Debt restructuring (1) The Company as the debtor The debt is derecognised when the current obligation of the debt is discharged. Specifically, when the uncertainty about the execution process and results of the debt restructuring agreement is eliminated, the gains and losses related to the debt restructuring are recognised. If debt restructuring is carried out by repaying debts with assets, the Company shall derecognise the relevant assets and the debts paid off when they meet the conditions for derecognition, and the difference between the book value of the debts paid off and the book value of the transferred assets shall be included in the current profit and loss. If the debt is converted into equity instruments for debt restructuring, the Company shall derecognise the debts paid off when they meet the conditions for derecognition. When the Company initially recognises an equity instrument, it is measured based on the fair value of the equity instrument. If the fair value of the equity instrument cannot be measured reliably, it is measured based on the fair value of the debt paid off. The difference between the book value of the debts paid off and the recognised amount of the equity instrument shall be included in the current profit and loss. 2023 ANNUAL REPORT 221 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 38. Debt restructuring (Continued) (1) The Company as the debtor (Continued) When a debt restructuring involves the modification of other terms of a debt, the Company shall recognise and measure the restructured debts in accordance with the Accounting Standards for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments and the Accounting Standards for Business Enterprises No. 37 – Presentation of Financial Instruments. When a debt is settled by multiple assets or combination of various methods in a debt restructuring, the Company shall recognise and measure the equity instruments and restructured debts in accordance with the aforementioned methods, and the difference between the book value of the debts paid off and the sum of the book value of the transferred assets and the recognised amount of the equity instruments and restructured debts shall be included in the current profit and loss. (2) The Company as the creditor The debt receivable are derecognised when the contractual rights to receive the cash flows under the debt receivable expire. Specifically, when the uncertainty about the execution process and results of the debt restructuring agreement is eliminated, the gains and losses related to the debt restructuring are recognised. If debt restructuring is carried out by repaying debts with assets, the Company shall initially recognise assets other than the transferred financial assets at cost. In particular, the cost of inventories includes the fair value of the debt receivable and any directly attributable expenditure, including taxes, transportation costs, handling costs, insurance and other costs, for bringing the assets to the current position and condition; the cost of investment in associates or joint ventures includes the fair value of the debt receivable and any directly attributable expenditure, including taxes; the cost of investment property includes the fair value of the debt receivable and any directly attributable expenditure, including taxes; the cost of fixed assets includes the fair value of the debt receivable and any directly attributable expenditure, including taxes, transportation costs, handling costs, installation costs, professional service fees and other costs, for bringing the assets to the status for intended use; the cost of intangible assets includes the fair value of the debt receivable and any directly attributable expenditure, including taxes, for bringing the assets to the status for intended use. The difference between the fair value and the book value of the debt receivable is included in the current profit and loss. When the debt restructuring causes the Company to convert the debt receivable to an equity investment of joint ventures or associates, the Company shall measure the equity investment based on the sum of the fair value of debt receivable, and any directly attributable taxes and other costs of the investment. The difference between the fair value and the book value of the debt receivable is recognised in the current profit and loss. When a debt restructuring involves the modification of other terms of a debt, the Company recognises and measures the restructured debt receivable in accordance with the Accounting Standards for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments. When a debt is settled by multiple assets or combination of various methods in a debt restructuring, the Company first recognises and measures the financial assets received and restructured debt receivable in accordance with the Accounting Standards for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments, and then allocates the net value, which is the fair value of the debt receivable deducted by the recognised amount of financial assets received and restructured debt receivable, to the costs of non- financial assets received based on their relative fair value. The difference between the fair value and the book value of the debt receivable is recognised in the current profit and loss. 222 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 39. Critical accounting judgments and estimates The Company gives continuous assessment on, among other things, the reasonable expectations of future events and the critical accounting estimates and key assumptions adopted according to its historical experience and other factors. The critical accounting estimates and key assumptions that are likely to lead to significant adjustment risks of the carrying amount of assets and liabilities for the next financial year are listed as follows: Classification of financial assets Significant judgements involved in determining the classification of financial assets include the analysis of business models and contractual cash flow characteristics. Factors considered by the Company in determining the business model for a group of financial assets include how the asset’s performance is evaluated and reported to key management personnel, how risks are assessed and managed and how the relevant management personnel are compensated. When the Company assesses whether the contractual cash flows of the financial assets are consistent with basic lending arrangements, the main judgements are described as below: whether the principal amount may change over the life of the financial asset (for example, if there are repayments of principal); whether the interest includes only consideration for the time value of money, credit risk, other basic lending risks and a profit margin and cost. For example, whether the amount repaid in advance reflects only the outstanding principal and interest thereon, as well as reasonable compensation paid for early termination of the contract. Measurement of the ECLs of accounts receivable The Company calculates the ECLs of accounts receivable using the exposure to default risk and ECL rate of accounts receivable, and determines the ECL rate based on default probability and default loss rate. When determining the ECL rate, the Company adjusts its historical data by referring to information such as historical credit loss experience as well as current situation and forward-looking information. When considering the forward-looking information, indicators used by the Company include the risk of economic downturn, external market environment, technology environment and changes in customers. The assumptions relating to the ECL calculation are monitored and reviewed by the Company on a regularly basis. Measurement of past due credit losses on finance lease receivables The Company calculates the ECLs of accounts receivable using the exposure to default risk and ECL rate of accounts receivable, and determines the ECL rate based on default probability and default loss rate. When determining the ECL rate, the Company takes into account the current status and repayment ability of the counterparty while considering the value of collateral, guarantees and other credit enhancement measures related to the lease receivables. 2023 ANNUAL REPORT 223 XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 39. Critical accounting judgments and estimates (Continued) Deferred income tax assets Deferred income tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred income tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. Impairment of goodwill The Company assesses the impairment of goodwill at least annually, which requires estimates of the use value of asset groups allocated with goodwill. When estimating the use value, the Company is required to estimate the future cash flows from such asset groups while selecting the appropriate discount rate to calculate the present value of future cash flows. Impairment of inventories On the balance sheet date, the Company determines the net realisable value of its inventories based on the estimated selling prices of the inventories, less costs estimated to be incurred upon completion, estimated selling expenses and related taxes. The determination of net realisable value of inventories is based on conclusive evidence obtained, taking into account the purpose for which the inventories are held and the effect of events after the balance sheet date. Provision for decline in value of inventories is made when their net realisable value is lower than the cost. Impairment of fixed assets and long-term equity investments The Company assesses the impairment of fixed assets and long-term equity investments at least annually. When any event or change in circumstances indicates that the carrying amount may not be recoverable, the carrying amount of such project is reviewed for impairment. If the carrying amount of an asset exceeds its recoverable amount, impairment loss is recognised for the difference. The recoverable amount is determined as the higher of the asset’s fair value less costs of disposal and the present value of the asset’s estimated future cash flows. A number of assumptions are made in estimating the recoverable amount of assets, including future cash flows and discount rates relating to non-current assets. If future events differ from these assumptions, the recoverable amount shall be revised, which may have an impact on the operations or financial position of the Company. 224 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report V. Significant Accounting Policies and Accounting Estimates (Continued) 40. Changes in significant accounting policies and accounting estimates (1) Changes in significant accounting policies Interpretation No. 16 of the Accounting Standards for Business Enterprises The Ministry of Finance issued Interpretation No. 16 of the Accounting Standards for Business Enterprises (Cai Kuai [2022] No. 31) (“Interpretation No. 16”) in November 2022. Interpretation No. 16 stipulates that, for a single transaction that is not a business combination, that affects neither the accounting profits nor the taxable income (or deductible loss) upon the occurrence of the transaction, and that the initially recognised assets and liabilities result in an equal amount of taxable temporary differences and deductible temporary differences, the taxable temporary differences and deductible temporary differences arising from the initial recognition of assets and liabilities in such transaction shall be recognised for the corresponding deferred income tax liabilities and deferred income tax assets upon the occurrence of the transaction in accordance with the Accounting Standard for Business Enterprises No. 18 – Income Tax and other relevant provisions. For the above transactions that occurred between the beginning of the earliest period for the presentation of financial statements when the above provisions are first implemented and the implementation date of this interpretation, the enterprise shall, in accordance with the above provisions, adjust the cumulative impact number to the opening retained earnings and other related financial statement items for the earliest period presented in the financial statements. The above accounting treatment requirement became effective on 1 January 2023. The leasing business of the Company mainly involves forestry companies. Since forestry companies do not pay corporate income tax, it is not necessary to make adjustments in accordance with Interpretation No. 16. (2) Changes in significant accounting estimates The Company did not have any change in significant accounting estimates during the year. 2023 ANNUAL REPORT 225 XII Financial Report VI. Taxation 1. Main tax types and tax rates Tax type Tax base Tax rate (%) Value added tax (VAT) VAT payable (VAT payable is calculated by multiplying 13/9/6 taxable sales amount by the applicable tax rate less current deductible input VAT) Property tax Rental income and property price 1.2/12 Urban maintenance and construction tax Actual turnover tax paid 7 Enterprise income tax (EIT) Taxable income 25 Disclosure of taxable entities subject to different EIT tax rates Name of taxable entity EIT tax rate (%) Shandong Chenming Paper Holdings Limited 15 Shouguang Meilun Paper Co., Ltd. 15 Jilin Chenming Paper Co., Ltd. 15 Jiangxi Chenming Paper Co., Ltd. 15 Zhanjiang Chenming Pulp & Paper Co., Ltd. 15 Huanggang Chenming Pulp & Paper Co., Ltd. 15 Kunshan Tuoan Plastic Products Co., Ltd. 15 Shouguang Xinyuan Coal Co., Ltd. 20 Shouguang Chenming Papermaking Machine Co., Ltd. 20 Shouguang Wei Yuan Logistics Company Limited 20 Shouguang Shun Da Customs Declaration Co., Ltd. 20 Zhanjiang Chenming Arboriculture Development Co., Ltd. Exempt from EIT Nanchang Chenming Arboriculture Development Co., Ltd. Exempt from EIT Chenming Arboriculture Co., Ltd. Exempt from EIT Yangjiang Chenming Arboriculture Development Co., Ltd. Exempt from EIT 2. Tax incentives (1) Enterprise income tax On 15 December 2021, the Company received a high and new technology enterprise certificate with a certification number of GR202137005666. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, the Company is subject to a corporate income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2021 to 2023. Shouguang Meilun Paper Co., Ltd., a subsidiary of the Company, received a high and new technology enterprise certificate with a certification number of GR202137005468 on 15 December 2021. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, Shouguang Meilun is subject to an enterprise income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2021 to 2023. Jilin Chenming Paper Co., Ltd., a subsidiary of the Company, received a high and new technology enterprise certificate with a certification number of GR202222000414 on 29 November 2022. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, Jilin Chenming is subject to an enterprise income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2022 to 2024. 226 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VI. Taxation (Continued) 2. Tax incentives (Continued) (1) Enterprise income tax (Continued) Jiangxi Chenming Paper Co., Ltd., a subsidiary of the Company, received a high and new technology enterprise certificate with a certification number of GR202236000018 on 4 November 2022. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, Jiangxi Chenming is subject to an enterprise income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2022 to 2024. Zhanjiang Chenming Pulp & Paper Co., Ltd., a subsidiary of the Company, received a high and new technology enterprise certificate with a certification number of GR202144001212 on 20 December 2021. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, Zhanjiang Chenming is subject to an enterprise income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2021 to 2023. Huanggang Chenming Pulp & Paper Co., Ltd., a subsidiary of the Company, received a high and new technology enterprise certificate with a certification number of GR202342003128 on 5 December 2023. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, Huanggang Chenming is subject to an enterprise income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2023 to 2025. Kunshan Tuoan Plastic Products Co., Ltd., a subsidiary of the Company, received a high and new technology enterprise certificate with a certification number of GR202032004526 on 1 December 2023. Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies, Kunshan Tuoan is subject to an enterprise income tax rate of 15% of taxable income, and is entitled to the preferential treatment from 2023 to 2025. Pursuant to the requirements of Rule 27(1) of Law of the People’s Republic of China on Enterprise Income Tax and Rule 86(1) of regulations for the Implementation of Law of the People’s Republic of China on Enterprise Income Tax, Zhanjiang Chenming Arboriculture Development Co., Ltd., Yangjiang Chenming Arboriculture Development Co., Ltd., Nanchang Chenming Arboriculture Development Co., Ltd. and Chenming Arboriculture Co., Ltd., which are the subsidiaries of the Company, have completed the filings for EIT reduction for exemption from EIT. Shouguang Xinyuan Coal Co., Ltd., Shouguang Chenming Papermaking Machine Co., Ltd., Shouguang Wei Yuan Logistics Company Limited and Shouguang Shun Da Customs Declaration Co, Ltd., which are subsidiaries of the Company, are small and micro enterprises. Pursuant to the Announcement of the Ministry of Finance and the State Administration of Taxation on Further Implementation of Preferential Income Tax Policies for Small and Micro Enterprises (Cai Shui [2022] No. 13) and the Announcement of the Ministry of Finance and the State Administration of Taxation on the Implementation of Preferential Income Tax Policies for Small and Micro Enterprises and Individual Industrial and Commercial Business (Cai Shui [2023] No. 6), the annual taxable income of a small low-profit enterprise that is less than RMB3 million shall be included in its taxable income at a reduced rate of 25%, with the applicable enterprise income tax rate of 20%. (2) Value-added Tax (“VAT”) Pursuant to Rule 10 of the Interim Regulation of the People’s Republic of China on Value Added Tax, Zhanjiang Chenming Arboriculture Development Co., Ltd., Yangjiang Chenming Arboriculture Development Co., Ltd., Nanchang Chenming Arboriculture Development Co., Ltd. and Chenming Arboriculture Co., Ltd., which are subsidiaries of the Company, are exempt from VAT, and have completed the filings for VAT reduction for exemption from VAT. 2023 ANNUAL REPORT 227 XII Financial Report VII. Notes to items of the consolidated financial statements 1. Monetary funds Unit: RMB Item Closing balance Opening balance Treasury cash 3,674,805.36 3,491,219.08 Bank deposit 760,558,937.25 2,155,968,930.43 Other monetary funds 11,321,241,125.05 11,756,140,645.56 Interest accrued on deposits 39,357,963.64 84,834,191.01 Total 12,124,832,831.30 14,000,434,986.08 Of which: Total deposits in overseas banks 261,470,228.68 593,378,097.70 Other explanations: Other monetary funds of RMB6,783,005,857.83 were the guarantee deposit for the application for acceptance bills by the Company; Other monetary funds of RMB4,165,425,137.12 were the guarantee deposit for the application for letter of credit with the banks by the Company; Other monetary funds of RMB270,390,192.29 were the guarantee deposit for the application for loans with the banks by the Company; Other monetary funds of RMB54,020,000.00 were the Company’s statutory reserve deposits at the People’s Bank of China; Other monetary funds of RMB48,399,937.81 were locked-up due to reasons such as litigations or being unused for a long time, resulting in restriction on the use of that account’s balance. 2. Financial assets held for trading Unit: RMB Item Closing balance Opening balance Financial assets measured at fair value through profit or loss 46,294,291.71 74,708,444.88 Of which: Investment in equity instruments 46,294,291.71 74,708,444.88 Total 46,294,291.71 74,708,444.88 Explanation: Financial assets held for trading were shares of China Bohai Bank subscribed by the Company. 228 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 3. Bills receivable (1) Bills receivable by category Unit: RMB Item Closing balance Opening balance Bank acceptance bills Commercial acceptance bills 411,600,000.00 Total 411,600,000.00 (2) Bills receivable endorsed or discounted by the Company but not yet due as at the balance sheet date Unit: RMB Amount Amount not yet derecognised derecognised as at the end of as at the end of Item the period the period Bank acceptance bills Commercial acceptance bills 409,000,000.00 Total 409,000,000.00 4. Accounts receivable (1) Disclosure by ageing Unit: RMB Ageing Closing book balance Opening book balance Within 1 year (including 1 year) 1,561,046,809.05 2,555,600,334.26 1 to 2 years 385,112,389.04 729,245,049.07 2 to 3 years 722,669,952.03 84,102,055.67 Over 3 years 408,747,914.19 331,613,405.79 Subtotal 3,077,577,064.31 3,700,560,844.79 Less: Bad debts provision 549,070,004.48 488,300,398.83 Total 2,528,507,059.83 3,212,260,445.96 The basis used by the ageing analysis of the accounts receivable of the Company: the ageing of accounts receivable is the length of time of the Company’s outstanding accounts receivable based on invoice date. The closing balance is recognised one by one from the end of the period onwards until the amounts add up to the balance. It is also broken up by intervals of within 1 year, 1-2 years, 2-3 years and over 3 years. 2023 ANNUAL REPORT 229 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 4. Accounts receivable (Continued) (2) Disclosure by bad debt provision method Unit: RMB Closing balance Opening balance Book balance Bad debts provision Book balance Bad debts provision Provision Provision Percentage percentage Carrying Percentage percentage Carrying Category Amount (%) Amount (%) amount Amount (%) Amount (%) amount Accounts receivable assessed individually for bad debt provision 201,074,254.68 6.53 193,132,546.68 96.05 7,941,708.00 226,667,597.47 6.13 226,667,597.47 100.00 Accounts receivable assessed collectively for bad debt provision 2,876,502,809.63 93.47 355,937,457.80 12.37 2,520,565,351.83 3,473,893,247.32 93.87 261,632,801.36 7.53 3,212,260,445.96 Of which: Due from related party customers 2,359.03 23.18 0.98 2,335.85 8,639,295.98 0.23 1,775,510.01 20.55 6,863,785.97 Due from non-related party customers 1,545,540,409.94 50.22 81,008,019.20 5.24 1,464,532,390.74 2,081,296,530.28 56.24 52,357,160.25 2.52 2,028,939,370.03 Factoring receivables 1,330,960,040.66 43.25 274,929,415.42 20.66 1,056,030,625.24 1,383,957,421.06 37.40 207,500,131.10 14.99 1,176,457,289.96 Total 3,077,577,064.31 100.00 549,070,004.48 17.84 2,528,507,059.83 3,700,560,844.79 100.00 488,300,398.83 13.20 3,212,260,445.96 Items assessed individually for bad debt provision: Unit: RMB Closing balance Bad debts Provision Name Book balance provision percentage (%) Provision reason Hengfeng Hongyuan Real Estate Holdings Co., Ltd. 45,493,811.40 45,493,811.40 100.00 Long outstanding Foshan Shunde Xingchen Paper Co., Ltd. 26,697,528.70 26,697,528.70 100.00 Long outstanding Wuhan Tianrui Paper Co., Ltd. 17,600,000.00 9,658,292.00 54.88 Long outstanding Shandong Bisheng Printing Materials Co., Ltd. 14,813,369.27 14,813,369.27 100.00 Long outstanding Zhengzhou Hongyang Paper Products Co., Ltd. 14,753,432.93 14,753,432.93 100.00 Long outstanding Henan Yibang Technology Trading Co., Ltd. 13,396,601.22 13,396,601.22 100.00 Long outstanding 49 companies including Shandong Yiming New Material Technology Corp Co., Ltd. 68,319,511.16 68,319,511.16 100.00 Long outstanding Total 201,074,254.68 193,132,546.68 96.05 230 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 4. Accounts receivable (Continued) (2) Disclosure by bad debt provision method (Continued) Unit: RMB Opening balance Bad debts Provision Name Book balance provision percentage (%) Provision reason Hengfeng Hongyuan Real Estate Holdings Co., Ltd. 45,493,811.40 45,493,811.40 100.00 Long outstanding Ningxia Lingwu Baota Dagu Storage and Transportation Co., Ltd. 27,600,000.00 27,600,000.00 100.00 Long outstanding Foshan Shunde Xingchen Paper Co., Ltd. 26,236,528.70 26,236,528.70 100.00 Long outstanding Zhengzhou Hongyang Paper Products Co., Ltd. 15,113,432.93 15,113,432.93 100.00 Long outstanding Shandong Bisheng Printing Materials Co., Ltd. 14,813,369.27 14,813,369.27 100.00 Long outstanding Henan Yibang Technology Trading Co., Ltd. 13,396,601.22 13,396,601.22 100.00 Long outstanding 91 companies including Shandong Yiming New Material Technology Corp Co., Ltd. 84,013,853.95 84,013,853.95 100.00 Long outstanding Total 226,667,597.47 226,667,597.47 100.00 Explanation: Although Wuhan Tianrui Paper Co., Ltd. has not repaid the loan for a long time, it has not fully provided for bad debts because the company has paid a deposit when the transaction occurred, and part of such deposit may offset part of the losses. Items assessed collectively for bad debt provision: Due from related party customers Unit: RMB Closing balance Name Book balance Bad debts provision Provision percentage (%) Within 1 year 2,359.03 23.18 0.98 Total 2,359.03 23.18 0.98 2023 ANNUAL REPORT 231 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 4. Accounts receivable (Continued) (2) Disclosure by bad debt provision method (Continued) Items assessed collectively for bad debt provision: Receivables from non-related party customer Unit: RMB Closing balance Name Book balance Bad debts provision Provision percentage (%) Within 1 year 1,458,683,180.60 16,840,049.45 1.15 1 to 2 years 27,055,122.42 7,706,275.20 28.48 2 to 3 years 2,653,285.39 1,257,903.84 47.41 Over 3 years 57,148,821.53 55,203,790.71 96.60 Total 1,545,540,409.94 81,008,019.20 5.24 Items assessed collectively for bad debt provision: Factoring receivables Closing balance Name Book balance Bad debts provision Provision percentage (%) Within 1 year 102,361,269.42 5,889,841.55 5.75 1 to 2 years 358,057,266.62 62,541,844.75 17.47 2 to 3 years 720,016,666.64 159,286,903.11 22.12 Over 3 years 150,524,837.98 47,210,826.01 31.36 Total 1,330,960,040.66 274,929,415.42 20.66 If the bad debt provision of accounts receivable is made in accordance with the general model of ECLs: Applicable √ Not applicable 232 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 4. Accounts receivable (Continued) (3) Provision, recovery or reversal of bad debt provision for the period Bad debt provision for the period: Unit: RMB Changes in the period Category Opening balance Provision Recovery or reversal Written-off Others Closing balance Bad debts provision 488,300,398.83 122,209,693.68 25,756,340.18 28,227,331.68 -7,456,416.17 549,070,004.48 Total 488,300,398.83 122,209,693.68 25,756,340.18 28,227,331.68 -7,456,416.17 549,070,004.48 Explanation: “Others” includes an increase in bad debts of RMB80,960.58 from subsidiaries newly included in the scope of consolidation, a decrease in bad debts of RMB7,553,635.68 from disposal of subsidiaries, and an increase in bad debts of RMB16,258.93 due to changes in exchange rates. (4) Actual write-off of accounts receivable for the period Unit: RMB Item Write-off amount Actual write-off of accounts receivable 28,227,331.68 2023 ANNUAL REPORT 233 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 4. Accounts receivable (Continued) (5) Top five accounts receivable and contract assets based on closing balance of debtors The total amount of top five accounts receivable and contract assets based on closing balance of debtors for the period amounted to RMB1,128,033,226.63 in total, accounting for 36.65% of the total closing balance of accounts receivable and contract assets. The closing balance of the corresponding bad debt provision amounted to RMB234,168,549.51 in total. Unit: RMB As a percentage of the closing balance Closing balance of Closing balance of of the total accounts bad debt provision of Name of entity accounts receivable receivable (%) accounts receivable Customer 1 481,810,233.33 15.66 89,484,999.34 Customer 2 222,656,666.64 7.23 46,862,597.55 Customer 3 198,805,660.00 6.46 36,107,859.62 Customer 4 121,908,333.33 3.96 26,743,299.67 Customer 5 102,852,333.33 3.34 34,969,793.33 Total 1,128,033,226.63 36.65 234,168,549.51 5. Accounts receivable financing (1) Accounts receivable financing by category Unit: RMB Item Closing balance Opening balance Bills receivable 215,884,249.97 924,960,384.16 Total 215,884,249.97 924,960,384.16 Explanation: All the accounts receivable financing of the Company were bank acceptance bills. Since the terms of the bank acceptance bills did not exceed one year, and both parties to the endorsement of the bills agreed to offset equal amounts of accounts receivable and payable based on the face value of the bills, fair value equalled amortised cost. Certain subsidiaries of the Company discount and endorse part of the bank acceptance bills based on their daily capital management needs. Therefore, the bank acceptance bills of the subsidiaries are classified as financial assets measured at fair value through other comprehensive income. The Company has no bank acceptance bill assessed individually for impairment provision. At the end of the period, the Company believed that there is no significant credit risk in the bank acceptance bills held and no major losses will be incurred due to default of banks. 234 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 5. Accounts receivable financing (Continued) (2) Accounts receivable financing pledged by the Company as at the end of the period Unit: RMB Amount pledged as at Item the end of the period Bank acceptance bills 90,551,168.01 Total 90,551,168.01 (3) Accounts receivable financing endorsed or discounted but not yet due as at the balance sheet date Unit: RMB Amount Amount derecognised not yet derecognised as at the end of as at the end of Item the period the period Bank acceptance bills 8,682,068,295.36 Total 8,682,068,295.36 Explanation: The credit risk and deferred payment risk of bank acceptance bills used for discounting were very small, and the interest rate risk related to the bills had been transferred to the banks. It was determined that the major risks and rewards of the ownership of the bills had been transferred, so these bills were derecognised. 2023 ANNUAL REPORT 235 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 6. Other receivables Unit: RMB Item Closing balance Opening balance Other receivables 2,224,904,557.88 1,717,445,443.44 Total 2,224,904,557.88 1,717,445,443.44 (1) Other receivables 1) Classification of other receivables by nature Unit: RMB Nature Closing book balance Opening book balance Open credit 2,691,372,170.61 2,108,991,172.35 Reserve and borrowings 27,444,170.92 26,270,269.00 Guarantee deposit and deposit 12,578,821.54 12,230,367.80 Others 3,445,072.68 52,332,819.95 Subtotal 2,734,840,235.75 2,199,824,629.10 Bad debts provision 509,935,677.87 482,379,185.66 Total 2,224,904,557.88 1,717,445,443.44 2) Disclosure by ageing Unit: RMB Ageing Closing book balance Opening book balance Within 1 year (including 1 year) 1,052,737,595.00 617,314,987.00 1 to 2 years 291,207,253.53 257,038,289.93 2 to 3 years 204,348,508.24 702,427,199.71 Over 3 years 1,186,546,878.98 623,044,152.46 Subtotal 2,734,840,235.75 2,199,824,629.10 Bad debts provision 509,935,677.87 482,379,185.66 Total 2,224,904,557.88 1,717,445,443.44 The basis used by the ageing analysis: the ageing of other receivables is the length of time of the Company’s outstanding other receivables based on invoice date. The closing balance is recognised one by one from the end of the period onwards until the amounts add up to the balance. It is also broken up by intervals of within 1 year, 1-2 years, 2-3 years and over 3 years. 236 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 6. Other receivables (Continued) (1) Other receivables (Continued) 3) Particulars of bad debt provision When one or more of the following circumstances occurs, it is considered as “a significant increase in credit risk upon initial recognition” and shall be assigned to stage 2: the payment has been overdue for more than 30 days but not more than 90 days; the debtor encountered an adverse event that affected its solvency; significant adverse changes in the value of collateral or the quality of guarantees or credit enhancements provided by third parties. When one or more of the following circumstances occurs, it is considered as “credit impairment has occurred” and shall be assigned to stage 3: the payment has been overdue for more than 90 days; the debtor encountered major financial difficulties or was likely to go bankrupt or undergo other financial restructuring; other situations that violate contractual agreements and indicate that there is objective evidence of impairment of financial assets. Closing bad debt provision at stage 1: ECL rate (%) for Category Book balance the next 12 months Bad debts provision Carrying amount Reason Bad debt provision assessed collectively 978,497,901.51 8.95 87,540,266.28 890,957,635.23 Amount due from government agencies 15,932,733.78 95.70 15,247,340.04 685,393.74 Amount due from related parties 313,234,651.44 3.54 11,094,651.84 302,139,999.60 Other receivables 649,330,516.29 9.42 61,198,274.40 588,132,241.89 Total 978,497,901.51 8.95 87,540,266.28 890,957,635.23 As at the end of the period, the Group did not have interest receivables, dividends receivables and other receivables in phase 2 As at the end of the period, closing bad debt provision at stage 3: ECL rate (%) over Category Book balance the entire life Bad debts provision Carrying amount Reason Bad debt provision assessed individually 1,756,342,334.24 24.05 422,395,411.59 1,333,946,922.65 Total 1,756,342,334.24 24.05 422,395,411.59 1,333,946,922.65 2023 ANNUAL REPORT 237 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 6. Other receivables (Continued) (1) Other receivables (Continued) 3) Particulars of bad debt provision (Continued) Bad debt provision assessed individually: ECL rate (%) over the Bad debts Category Book balance entire life provision Carrying amount Reason Customer 1 472,854,783.56 16.00 75,656,765.37 397,198,018.19 Uncertain recovery to a certain extent Customer 2 453,002,316.85 32.00 144,960,741.39 308,041,575.46 Uncertain recovery to a certain extent Customer 3 390,000,000.00 2.00 7,800,000.00 382,200,000.00 Uncertain recovery to a certain extent Customer 4 143,940,305.63 50.00 71,970,152.82 71,970,152.81 Uncertain recovery to a certain extent Customer 5 114,840,000.00 15.30 17,569,808.66 97,270,191.34 Uncertain recovery to a certain extent Customer 6 38,198,114.75 51.07 19,506,495.10 18,691,619.65 Uncertain recovery to a certain extent 137 customers including customer 7 143,506,813.45 59.18 84,931,448.25 58,575,365.20 Uncertain recovery to a certain extent Total 1,756,342,334.24 24.05 422,395,411.59 1,333,946,922.65 Bad debt provision based on the general model of ECLs: Unit: RMB Stage 1 Stage 2 Stage 3 ECLs for the Lifetime ECLs Lifetime ECLs Bad debts provision next 12 months (not credit-impaired) (credit-impaired) Total Balance as at 1 January 2023 73,559,281.09 408,819,904.57 482,379,185.66 Balance as at 1 January 2023 for the period – Transferred to stage 2 – Transferred to stage 3 – Reversed to stage 2 – Reversed to stage 1 Provision for the period 27,532,494.11 60,200,321.84 87,732,815.95 Reversal for the period 13,599,712.04 26,769,796.22 40,369,508.26 Transfer for the period Write-off for the period Other changes 48,203.12 -19,855,018.60 -19,806,815.48 Balance as at 30 June 2023 87,540,266.28 422,395,411.59 509,935,677.87 Explanation: “Other changes” includes an increase in bad debts of RMB48,557.76 from subsidiaries newly included in the scope of consolidation, and a decrease in bad debts of RMB19,855,373.24 from disposal of subsidiaries. 238 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 6. Other receivables (Continued) (1) Other receivables (Continued) 3) Particulars of bad debt provision (Continued) Changes in carrying book balances with significant changes in loss provision for the period Applicable √ Not applicable 4) Provision, recovery or reversal of bad debt provision for the period Bad debt provision for the period: Unit: RMB Changes in the period Opening Recovery or Transfer or Closing Category balance Provision reversal write-off Others balance Bad debts provision 482,379,185.66 87,732,815.95 40,369,508.26 -19,806,815.48 509,935,677.87 Total 482,379,185.66 87,732,815.95 40,369,508.26 -19,806,815.48 509,935,677.87 Explanation: “Other changes” includes an increase in bad debts of RMB48,557.76 from subsidiaries newly included in the scope of consolidation, and a decrease in bad debts of RMB19,855,373.24 from disposal of subsidiaries. 2023 ANNUAL REPORT 239 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 6. Other receivables (Continued) (1) Other receivables (Continued) 5) Top five other receivables according to closing balance of debtors The total amount of the Company’s top five other receivables based on closing balance of debtors for the year was RMB1,923,109,802.01, which accounted for 70.32% of the closing balance of the total other receivables. The closing balance of corresponding bad debt provision amounted to RMB228,417,506.76. Unit: RMB As a percentage of the closing balance of total Closing balance other receivables of bad debt Name of entity Nature Closing balance Ageing (%) provision Customer 1 Consideration for 472,854,783.56 3 to 4 years 17.29 75,656,765.37 debt transfer Customer 2 Consideration for 453,002,316.85 4 to 5 years 16.56 144,960,741.39 debt transfer Customer 3 Consideration for 390,000,000.00 Within 1 year 14.26 7,800,000.00 debt transfer Customer 4 Consideration for 380,000,000.00 Within 1 year 13.90 equity transfer Customer 5 Financial support 227,252,701.60 Within 1 year 8.31 Total 1,923,109,802.01 70.32 228,417,506.76 240 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 7. Prepayments (1) Prepayments by ageing Unit: RMB Closing balance Opening balance Ageing Amount Percentage (%) Amount Percentage (%) Within 1 year 790,687,918.61 95.83 749,904,460.45 95.14 1 to 2 years 34,447,237.60 4.17 38,287,166.37 4.86 Total 825,135,156.21 100.00 788,191,626.82 100.00 (2) Top five prepayments based on closing balance of prepaid parties The total amount of top five prepayments based on closing balance of prepaid parties for the period amounted to RMB274,254,687.28, accounting for 33.24% of the closing balance of the total prepayments. Unit: RMB As a percentage of the closing Closing balance balance of the total Name of entity of prepayments prepayments (%) Customer 1 86,127,651.36 10.44 Customer 2 58,175,348.47 7.05 Customer 3 45,563,144.13 5.52 Customer 4 45,025,905.82 5.46 Customer 5 39,362,637.50 4.77 Total 274,254,687.28 33.24 2023 ANNUAL REPORT 241 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 8. Inventories Whether the Company needs to comply with the disclosure requirements for real estate industries No (1) Categories of inventories Unit: RMB Closing balance Opening balance Impairment Impairment provision for provision for inventories inventories or performance or performance Item Book balance costs Carrying amount Book balance costs Carrying amount Raw materials 1,977,478,797.85 18,030,837.14 1,959,447,960.71 2,488,652,200.15 18,096,641.64 2,470,555,558.51 Work-in-process products 102,415,558.33 102,415,558.33 111,248,779.69 111,248,779.69 Goods in stock 1,413,366,440.57 1,030,048.86 1,412,336,391.71 1,622,062,893.55 16,737,849.96 1,605,325,043.59 Developing costs 1,138,178,959.32 1,138,178,959.32 Consumable biological assets 1,483,978,089.61 1,483,978,089.61 1,496,607,818.84 1,496,607,818.84 Total 4,977,238,886.36 19,060,886.00 4,958,178,000.36 6,856,750,651.55 34,834,491.60 6,821,916,159.95 Note: Consumable biological assets are forestry assets. (2) Impairment provision for inventories Unit: RMB Increase during the period Decrease during the period Item Opening balance Provision Others Reversal or transfer Others Closing balance Raw materials 18,096,641.64 65,804.50 18,030,837.14 Goods in stock 16,737,849.96 28,276,760.91 43,984,562.01 1,030,048.86 Total 34,834,491.60 28,276,760.91 44,050,366.51 19,060,886.00 Impairment provision for inventories or performance costs (continued) Reason for reversal or written-off of impairment Basis for recognition of net realisable value/ provision for inventories/performance costs during Item residual consideration with future cost the period Raw materials The cost of raw materials is higher than Written-off of impairment provision for inventories their net realisable value due to sales of impaired spare parts during the period Goods in stock The cost of goods in stock is higher than Written-off of impairment provision for inventories their net realisable value due to sales of impaired goods in stock during the period 242 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 9. Non-current assets due within one year Unit: RMB Item Closing balance Opening balance Long-term receivables due within one year 4,161,725,935.75 3,998,724,415.85 Total 4,161,725,935.75 3,998,724,415.85 Explanations: Long-term receivables due within one year amounting to RMB4,054,545,080.32 (amount for the beginning of the period: RMB3,920,915,510.01) were financial lease receivables; Long-term receivables due within one year amounting to RMB107,180,855.43 (amount for the beginning of the period: RMB77,808,905.84) were deposits receivable. Significant receivables assessed individually for bad debt provision in financial lease receivables Lifetime ECL Bad debts Carrying Category Book balance rate (%) provision amount Reason Customer 1 1,556,962,582.20 16.90 263,126,676.39 1,293,835,905.81 Uncertain recovery to a certain extent Customer 2 922,513,485.88 25.00 230,628,375.00 691,885,110.88 Uncertain recovery to a certain extent Customer 3 485,296,142.90 42.00 203,824,380.02 281,471,762.88 Uncertain recovery to a certain extent Total 2,964,772,210.98 23.53 697,579,431.41 2,267,192,779.57 10. Other current assets Unit: RMB Item Closing balance Opening balance Input tax amount to be deducted 119,271,427.68 141,038,575.79 Prepaid tax 47,645,192.37 92,806,690.76 Receivables under financial lease due within one year 400,411,532.31 340,546,803.50 Factoring receivables due within one year 261,871,191.52 298,446,276.63 Prepaid expenses 201,963,827.62 241,313,507.50 Other payments 37,663,773.28 66,655,947.44 Total 1,068,826,944.78 1,180,807,801.62 2023 ANNUAL REPORT 243 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 11. Long-term receivables (1) Particulars of long-term receivables Unit: RMB Closing balance Opening balance Bad debts Carrying Bad debts Carrying Discount Item Book balance provision amount Book balance provision amount rate range Finance lease payments 5,329,611,463.14 1,070,429,664.01 4,259,181,799.13 6,739,718,184.27 1,302,116,713.90 5,437,601,470.37 4%-12% Less: Unrealised financing income 66,941,274.36 66,941,274.36 271,455,622.37 271,455,622.37 Deposits for equipment lease financing 329,246,696.64 329,246,696.64 351,446,696.64 351,446,696.64 Less: Unrealised financing income 20,467,752.31 20,467,752.31 32,060,345.32 32,060,345.32 Subtotal 5,571,449,133.11 1,070,429,664.01 4,501,019,469.10 6,787,648,913.22 1,302,116,713.90 5,485,532,199.32 Less: Long-term receivables due within one year 5,229,345,488.65 1,067,619,552.90 4,161,725,935.75 5,075,152,713.36 1,076,428,297.51 3,998,724,415.85 Total 342,103,644.46 2,810,111.11 339,293,533.35 1,712,496,199.86 225,688,416.39 1,486,807,783.47 (2) Disclosure based on bad debt provision Unit: RMB Closing balance Opening balance Book balance Bad debts provision Book balance Bad debts provision Provision Provision Percentage percentage Carrying Percentage percentage Carrying Category Amount (%) Amount (%) amount Amount (%) Amount (%) amount Accounts receivable assessed individually for impairment 1,147,177,668.74 66.99 222,451,005.54 19.39 924,726,663.20 Of which: Financial lease payments 1,147,177,668.74 66.99 222,451,005.54 19.39 924,726,663.20 Accounts receivable assessed collectively for impairment 342,103,644.46 100.00 2,810,111.11 0.82 339,293,533.35 565,318,531.12 33.01 3,237,410.85 0.57 562,081,120.27 Of which: Receivables not past due 140,505,555.56 41.07 2,810,111.11 2.00 137,695,444.45 323,741,085.64 18.90 3,237,410.85 1.00 320,503,674.79 Deposits receivable 201,598,088.90 58.93 201,598,088.90 241,577,445.48 14.11 241,577,445.48 Total 342,103,644.46 100.00 2,810,111.11 0.82 339,293,533.35 1,712,496,199.86 100.00 225,688,416.39 13.18 1,486,807,783.47 244 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 11. Long-term receivables (Continued) (2) Disclosure based on bad debt provision (Continued) Accounts receivable assessed individually for bad debt provision Closing balance for prior year Name Book balance Bad debts provision ECL rate (%) Provision reason Customer 1 958,754,877.25 184,502,697.18 19.24 Uncertain to a certain extent in respect of repayment Customer 2 100,094,782.78 25,000,000.00 24.98 Uncertain to a certain extent in respect of repayment Customer 3 88,328,008.71 12,948,308.36 14.66 Uncertain to a certain extent in respect of repayment Total 1,147,177,668.74 222,451,005.54 19.39 \ Accounts receivable assessed collectively for bad debt provision Collectively assessed item: receivables not past due Closing balance Closing balance for prior year Long-term Bad debts ECL rate Long-term Bad debts ECL rate receivables provision (%) receivables provision (%) Within 1 year 1 to 2 years 140,505,555.56 2,810,111.11 2.00 183,235,530.08 1,832,355.30 1.00 2 to 3 years 140,505,555.56 1,405,055.55 1.00 Total 140,505,555.56 2,810,111.11 2.00 323,741,085.64 3,237,410.85 1.00 2023 ANNUAL REPORT 245 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 11. Long-term receivables (Continued) (2) Disclosure based on bad debt provision (Continued) Collectively assessed item: Deposits receivable Closing balance Closing balance for prior year Long-term Bad debts ECL rate Long-term Bad debts ECL rate receivables provision (%) receivables provision (%) Within 1 year 1 to 2 years 136,426,669.75 108,284,310.81 2 to 3 years 38,434,359.53 113,937,377.76 Over 3 years 26,737,059.62 19,355,756.91 Total 201,598,088.90 241,577,445.48 (3) Provision, recovery or reversal of bad debt provision for the period Unit: RMB Changes in the period Recovery or Transfer or Category Opening balance Provision reversal write-off Others Closing balance Bad debts provision 225,688,416.39 52,530,733.38 12,948,308.36 -262,460,730.30 2,810,111.11 Total 225,688,416.39 52,530,733.38 12,948,308.36 -262,460,730.30 2,810,111.11 246 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 12. Long-term equity investments Unit: RMB Change for the period Investment Distribution Opening gain or loss Adjustment Other of cash Closing balance of recognised of other change in dividend balance of Opening balance impairment Additional Withdrawn under equity comprehensive equity or profit Impairment Closing balance impairment Investee (carrying amount) provision contribution contribution method income interest declared provision Others (carrying amount) provision I. Joint ventures Shouguang Chenming Huisen New-style Construction Materials Co., Ltd. 7,892,659.42 2,107,624.17 2,600,000.00 7,400,283.59 Weifang Port Wood Chip Terminal Co., Ltd. 74,848,570.73 4,293,509.83 79,142,080.56 Shouguang Meite Environmental Technology Co., Ltd. 8,921,843.88 10,144,679.91 19,066,523.79 Shouguang Jintou Industrial Investment Partnership (Limited Partnership) 2,359,998,661.67 -15,428,414.12 2,344,570,247.55 Weifang Xingxing United Chemical Co., Ltd. 91,874,385.12 91,874,385.12 Subtotal 2,543,536,120.82 1,117,399.79 2,600,000.00 2,542,053,520.61 II. Associates Zhuhai Dechen New Third Board Equity Investment Fund Company (Limited Partnership) 36,776,710.91 487,093.45 10,000,000.00 27,263,804.36 Ningbo Kaichen Huamei Equity Investment Fund Partnership (Limited Partnership) 197,218,318.77 90,910,511.36 10,000,000.00 278,128,830.13 Nanchang Tianchen Port Co., Ltd. 59,345,429.05 3,230,480.64 4,428,403.30 58,147,506.39 Goldtrust Futures Co., Ltd. 178,389,182.83 9,397,443.45 187,786,626.28 Xuchang Chenming Paper Co., Ltd. 5,994,545.96 5,994,545.96 Chenming (Qingdao) Asset Management Co., Ltd. 6,482,035.69 1,895,108.96 8,377,144.65 Wuhan Chenming Hanyang Paper Holdings Co., Ltd. 254,998,849.78 -3,079,947.47 251,918,902.31 Guangdong Nanyue Bank Co., Ltd. 1,314,611,000.54 24,976,831.82 -1,224,007.02 -6,840,774.34 1,331,523,051.00 Subtotal 1,733,477,248.74 5,994,545.96 314,344,278.83 127,817,522.21 -1,224,007.02 -6,840,774.34 24,428,403.30 2,143,145,865.12 5,994,545.96 Total 4,277,013,369.56 5,994,545.96 314,344,278.83 128,934,922.00 -1,224,007.02 -6,840,774.34 27,028,403.30 4,685,199,385.73 5,994,545.96 Explanation: As the Company disposed part of its equity interest in Wuhan Chenming Hanyang Paper Holdings Co., Ltd., the Company lost its control over Wuhan Chenming Hanyang Paper Holdings Co., Ltd. but still exert its significant influence on Wuhan Chenming Hanyang Paper Holdings Co., Ltd., which has been accounted for using equity method from the date of loss of control. Weifang Xingxing United Chemical Co., Ltd. was completely shut down due to demolition and relocation, and each of the shareholders planned to withdraw their investments. The Company ceased to account for Weifang Xingxing United Chemical Co., Ltd. using the equity method, and the carrying amount as at the end of the period was basically in line with the expected recoverable amount. 2023 ANNUAL REPORT 247 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 12. Long-term equity investments (Continued) Determination of net amount of recoverable amount measure at fair value after deducting disposal expenses Applicable √ Not applicable Determination of present value of recoverable amount based on expected cash flows Applicable √ Not applicable 13. Other non-current financial assets Unit: RMB Item Closing balance Opening balance Investment in debt instruments 659,099,016.38 663,000,000.00 Investment in equity instruments 122,462,024.19 123,750,761.62 Total 781,561,040.57 786,750,761.62 248 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 14. Investment property (1) Investment property under the cost method √ Applicable Not applicable Unit: RMB Housing and Land use Construction Item building structure rights in progress Total I. Original carrying amount 1. Opening balance 7,160,214,568.83 7,160,214,568.83 2. Increase during the period 3. Decrease during the period 17,293,354.96 17,293,354.96 (1) Disposal 17,293,354.96 17,293,354.96 4. Closing balance 7,142,921,213.87 7,142,921,213.87 II. Accumulated depreciation and accumulated amortisation 1. Opening balance 903,491,455.68 903,491,455.68 2. Increase during the period 198,074,211.59 198,074,211.59 (1) Provision or amortisation 198,074,211.59 198,074,211.59 3. Decrease during the period 7,887,149.76 7,887,149.76 (1) Disposal 7,887,149.76 7,887,149.76 4. Closing balance 1,093,678,517.51 1,093,678,517.51 III. Impairment provision IV. Carrying amount 1. Closing carrying amount 6,049,242,696.36 6,049,242,696.36 2. Opening carrying amount 6,256,723,113.15 6,256,723,113.15 2023 ANNUAL REPORT 249 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 14. Investment property (Continued) (1) Investment property under the cost method (Continued) Note: Investment properties under the Company primarily include: Pujiang International Finance Plaza, located at No. 1098, Dongdaming Road, Hongkou District, Shanghai, is a long-term held office property of Shanghai Hongtai Real Estate Co., Ltd., a subsidiary of the Company, and leasehold land mainly used for external rental or office purposes; Jinan Chenming Finance Building ( ), located in No. 7 Zone, Hanyu Financial Business Center, No. 7000, Jingshi Road, Jinan Innovation Zone, is a long-term held office property of Shandong Chenming Investment Limited, a subsidiary of the Company, and leasehold land mainly used for external rental or office purposes; Fatum Apartment ( ), located at No. 463, Anbo Road, No. 22, Lane 467, Anbo Road, Yangpu District, Shanghai, is a long-term held apartment property of Shanghai Herui Investment Co., Ltd., a subsidiary of the Company, and leasehold land mainly used for external rental purposes; Guangzhou Zhengjia Plaza ( ), located at Room 3901-3926, No. 372, Huanshi East Road, Yuexiu District, Guangzhou, is a long-term held office property of Guangzhou Chenming Property Management Co., Ltd., a subsidiary of the Company, and leasehold land mainly used for external rental purposes; Shenzhen Zhuoyue Baozhong Times Square ( ), located at Room 3201-3210, Building C, Zhuoyue Baozhong Times Square (Phase 2), Xin’an Sub-district, Bao’an District, Shenzhen, is a long-term held office property of Guangzhou Chenming Property Management Co., Ltd., a subsidiary of the Company, and leasehold land mainly used for external rental purposes. Shanghai Xizang South Road shop, located at No. 518-528 Xizang South Road, Shanghai, is a long-term store held by Wuhan Junheng Property Management Co. Ltd., a subsidiary, and leasehold land mainly for external rental purposes. Determination of net amount of recoverable amount measure at fair value after deducting disposal expenses Applicable √ Not applicable Determination of present value of recoverable amount based on expected cash flows Applicable √ Not applicable 15. Fixed assets Unit: RMB Item Closing balance Opening balance Fixed assets 33,186,248,169.56 33,527,978,754.73 Disposal of fixed assets 269,759,940.57 Total 33,186,248,169.56 33,797,738,695.30 250 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 15. Fixed assets (Continued) (1) Particulars of fixed assets Unit: RMB Electronic Housing and Machinery and equipment Item building structure equipment Vehicles and others Total I. Original carrying amount: 1. Opening balance 10,286,809,124.89 43,106,182,009.60 288,801,665.32 400,465,471.75 54,082,258,271.56 2. Increase during the period 1,547,575,077.33 373,389,718.69 7,782,054.09 6,209,501.78 1,934,956,351.89 (1) Acquisition 30,905,046.40 249,956,542.06 6,181,518.12 5,780,797.31 292,823,903.89 (2) Transferred from construction in progress 20,992,423.25 118,922,052.86 139,914,476.11 (3) Debt restructuring 188,209,727.08 1,532,574.49 189,742,301.57 (4) Transferred to development costs 1,158,940,672.86 1,158,940,672.86 (5) Increase due to business combination 148,527,207.74 2,978,549.28 1,600,535.97 428,704.47 153,534,997.46 3. Decrease during the period 111,431,095.81 345,835,134.14 1,771,393.41 7,800,454.92 466,838,078.28 (1) Disposal or retirement 111,431,095.81 345,835,134.14 1,771,393.41 7,800,454.92 466,838,078.28 (2) Other decrease 4. Closing balance 11,722,953,106.41 43,133,736,594.15 294,812,326.00 398,874,518.61 55,550,376,545.17 II. Accumulated depreciation 1. Opening balance 2,329,752,339.57 17,561,160,193.98 200,474,107.77 258,849,412.20 20,350,236,053.52 2. Increase during the period 308,572,377.43 1,763,232,299.25 22,205,873.23 11,213,814.61 2,105,224,364.52 (1) Provision 264,930,957.46 1,762,561,992.57 21,496,925.01 11,008,850.97 2,059,998,726.01 (2) Increase due to business combination 43,641,419.97 670,306.68 708,948.22 204,963.64 45,225,638.51 3. Decrease during the period 14,059,134.79 273,890,699.14 674,877.67 6,750,794.14 295,375,505.74 (1) Disposal or retirement 14,059,134.79 273,890,699.14 674,877.67 6,750,794.14 295,375,505.74 (2) Other decrease 4. Closing balance 2,624,265,582.21 19,050,501,794.09 222,005,103.33 263,312,432.67 22,160,084,912.30 III. Provision for impairment 1. Opening balance 27,808,852.79 168,785,487.47 13,889.13 7,435,233.92 204,043,463.31 2. Increase during the period (1) Provision (2) Other increase 3. Decrease during the period (1) Disposal or retirement (2) Other decrease 4. Closing balance 27,808,852.79 168,785,487.47 13,889.13 7,435,233.92 204,043,463.31 IV. Carrying amount 1. Closing carrying amount 9,070,878,671.41 23,914,449,312.59 72,793,333.54 128,126,852.02 33,186,248,169.56 2. Opening carrying amount 7,929,247,932.53 25,376,236,328.15 88,313,668.42 134,180,825.63 33,527,978,754.73 2023 ANNUAL REPORT 251 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 15. Fixed assets (Continued) (2) Particulars of temporarily idle fixed assets Unit: RMB Original carrying Accumulated Provision for Carrying Item amount depreciation impairment amount Remark Housing and building structure 72,585,434.37 33,948,818.80 3,093,008.64 35,543,606.93 Machinery and equipment 893,315,387.76 572,845,720.42 147,850,636.46 172,619,030.88 Electronic equipment 478,399.18 430,559.49 7,187.27 40,652.42 Total 966,379,221.31 607,225,098.71 150,950,832.37 208,203,290.23 (3) Particulars of fixed assets without obtaining property right certificates Unit: RMB Reason for not yet Carrying obtaining property right Item amount certificates Housing and building structure (Zhanjiang Chenming Pulp & Paper Co., Ltd.) 980,913,613.30 Under application Housing and building structure (Huanggang Chenming Pulp & Paper Co., Ltd.) 546,905,052.22 Under application Housing and building structure (Shouguang Meilun Paper Co., Ltd.) 481,677,913.32 Under application Housing and building structure (Jilin Chenming Paper Co., Ltd.) 363,470,359.61 Under application Housing and building structure (Jiangxi Chenming Paper Co., Ltd.) 194,225,965.02 Under application Housing and building structure (Shandong Chenming Paper Holdings Limited) 110,999,633.48 Under application Total 2,678,192,536.95 (5) Impairment test on fixed assets Applicable √ Not applicable 252 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 15. Fixed assets (Continued) (6) Disposal of fixed assets Unit: RMB Item Closing balance Opening balance Machinery equipment, electronic and other equipment in production workshop of Wuhan Chenming 3,457,743.88 Housing and office equipment of Wuhan Chenming management integrated office 168,170,645.13 Generator machinery equipment of Qianneng Electric Power factory area 59,225,154.99 Boiler room and other structures of Qianneng Electric Power factory area 38,801,269.05 Transportation and others of Qianneng Electric Power factory area 105,127.52 Total 269,759,940.57 16. Construction in progress Unit: RMB Item Closing balance Opening balance Construction in progress 852,139,418.48 551,020,785.44 Materials for project 7,478,546.68 7,846,094.92 Total 859,617,965.16 558,866,880.36 2023 ANNUAL REPORT 253 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 16. Construction in progress (Continued) (1) Particulars of construction in progress Unit: RMB Closing balance Opening balance Impairment Impairment Item Book balance provision Carrying amount Book balance provision Carrying amount Relocation of Wuhan 4800 papermaking machine project (Zhanjiang) 533,417,722.83 533,417,722.83 303,942,703.51 303,942,703.51 Technological transformation project 130,674,807.30 662,764.60 130,012,042.70 121,193,391.56 121,193,391.56 Integrated forestry, pulp and paper project (Huanggang Pulp & Paper) 156,604,031.76 156,604,031.76 45,538,442.78 45,538,442.78 300,000 tonnes softwood pulp project (Shandong Chenming) 8,941,631.08 8,941,631.08 Others 44,302,661.87 21,138,671.76 23,163,990.11 101,484,919.35 21,138,671.76 80,346,247.59 Total 873,940,854.84 21,801,436.36 852,139,418.48 572,159,457.20 21,138,671.76 551,020,785.44 254 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 16. Construction in progress (Continued) (2) Changes in material construction in progress projects for the period Unit: RMB Of which: Capitalisation Transfer to Other Capitalised rate of the fixed asset deductions Accumulated Accumulated interest interest Opening Increase during the during the Closing investment to Construction capitalised amount during amount for Source of Project name Budget balance during the period period period balance budget progress interest the period the period fund Relocation of Wuhan 4800 papermaking Self-owned machine project funds and (Zhanjiang) 800,000,000.00 303,942,703.51 229,475,019.32 533,417,722.83 66.68% 70.00% borrowings 300,000 tonnes Self-owned softwood pulp project funds and (Shandong Chenming) 1,488,980,000.00 8,941,631.08 8,941,631.08 0.60% 0.60% borrowings Total 2,288,980,000.00 303,942,703.51 238,416,650.40 542,359,353.91 (3) Impairment provision for construction in progress for the period Unit: RMB Opening Increase for Decrease for Reason for Item balance the period the period Closing balance provision Closed deodorisation project at wastewater treatment plant (Shandong Chenming) 5,061,399.69 5,061,399.69 Automation upgrade for water treatment (Jilin Chenming) 662,764.60 662,764.60 Differentiated viscose fibre and spinning and chemical project (Huanggang Pulp & Paper) 12,609,724.89 12,609,724.89 Others 3,467,547.18 3,467,547.18 Total 21,138,671.76 662,764.60 21,801,436.36 Explanation: Projects with impairment provision made are suspended projects that have not been put into operation for long-term. 2023 ANNUAL REPORT 255 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 16. Construction in progress (Continued) (4) Impairment test on construction in progress √ Applicable Not applicable Determination of net amount of recoverable amount measured at fair value after deducting disposal expenses √ Applicable Not applicable Unit: RMB Basis of determination Recoverable Determination of fair value and Key of key Item Book value amount Impairment disposal expenses parameters parameters Automation 662,764.60 0.00 662,764.60 As the project has been upgrade for abandoned and no longer be water used, the fair value is zero treatment Total 662,764.60 0.00 662,764.60 (5) Materials for project Unit: RMB Closing balance Opening balance Book Impairment Carrying Book Impairment Carrying Item balance provision amount balance provision amount Special materials 7,478,546.68 7,478,546.68 7,846,094.92 7,846,094.92 Total 7,478,546.68 7,478,546.68 7,846,094.92 7,846,094.92 256 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 17. Bearer biological assets (1) Bearer biological assets under the cost method √ Applicable Not applicable Unit: RMB Item Tea trees Total I. Original carrying amount 1. Opening balance 13,697,336.80 13,697,336.80 2. Increase during the period 3,987,350.56 3,987,350.56 (1) Planting 3,987,350.56 3,987,350.56 3. Decrease during the period 4. Closing balance 17,684,687.36 17,684,687.36 II. Accumulated depreciation III. Impairment provision IV. Carrying amount 1. Closing carrying amount 17,684,687.36 17,684,687.36 2. Opening carrying amount 13,697,336.80 13,697,336.80 (2) Impairment test on bearer biological assets under the cost method Applicable √ Not applicable (3) Bearer biological assets measured at fair value Applicable √ Not applicable 2023 ANNUAL REPORT 257 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 18. Right-of-use assets (1) Particulars of right-of-use assets Unit: RMB Housing and building Item Land use rights structure Total I. Original carrying amount 1. Opening balance 205,820,222.41 5,546,607.90 211,366,830.31 2. Increase during the period 3. Decrease during the period 7,731,015.40 24,770.64 7,755,786.04 (1) Transfer or held for sale 7,483,309.00 7,483,309.00 (2) Other decreases 247,706.40 24,770.64 272,477.04 4. Closing balance 198,089,207.01 5,521,837.26 203,611,044.27 II. Accumulated depreciation 1. Opening balance 28,702,609.31 1,049,521.75 29,752,131.06 2. Increase during the period 7,399,535.57 275,452.75 7,674,988.32 (1) Provision 7,399,535.57 275,452.75 7,674,988.32 3. Decrease during the period 1,631,386.61 1,631,386.61 (1) Transfer or held for sale 1,631,386.61 1,631,386.61 4. Closing balance 34,470,758.27 1,324,974.50 35,795,732.77 III. Impairment provision IV. Carrying amount 1. Closing carrying amount 163,618,448.74 4,196,862.76 167,815,311.50 2. Opening carrying amount 177,117,613.10 4,497,086.15 181,614,699.25 Explanation: The reason for other decreases is that the original recognised amount of right-of-use assets was tax included, and as the invoices for leasing have been received, the input tax amount offset the original carrying amount of the right-of-use assets. (2) Impairment test on right-of-use assets Applicable √ Not applicable 258 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 19. Intangible assets (1) Particulars of intangible assets Unit: RMB Certificates of third Item Land use rights Software Patents party right Total I. Original carrying amount 1. Opening balance 2,317,286,177.57 22,054,431.73 27,493,613.05 15,908,674.87 2,382,742,897.22 2. Increase during the period 242,900,438.53 1,278,301.89 244,178,740.42 (1) Acquisition 148,906,631.36 1,278,301.89 150,184,933.25 (2) Increase due to business combination 11,046,650.67 11,046,650.67 (3) Increase due to debt restructuring 82,947,156.50 82,947,156.50 3. Decrease during the period 35,028,784.28 23,584.91 35,052,369.19 (1) Disposal (2) Disposal of subsidiary 35,028,784.28 23,584.91 35,052,369.19 4. Closing balance 2,525,157,831.82 23,309,148.71 27,493,613.05 15,908,674.87 2,591,869,268.45 II. Accumulated amortisation 1. Opening balance 512,384,814.26 22,054,431.73 1,056,145.44 15,908,674.87 551,404,066.30 2. Increase during the period 55,399,655.46 969,137.52 94,950.00 56,463,742.98 (1) Provision 52,839,764.79 969,137.52 94,950.00 53,903,852.31 (2) Increase due to business combination 2,559,890.67 2,559,890.67 3. Decrease during the period 18,335,847.77 23,584.91 18,359,432.68 (1) Disposal (2) Disposal of subsidiary 18,335,847.77 23,584.91 18,359,432.68 4. Closing balance 549,448,621.95 22,999,984.34 1,151,095.44 15,908,674.87 589,508,376.60 III. Impairment provision IV. Carrying amount 1. Closing carrying amount 1,975,709,209.87 309,164.37 26,342,517.61 2,002,360,891.85 2. Opening carrying amount 1,804,901,363.31 26,437,467.61 1,831,338,830.92 Explanation: (1) For details of restricted ownership, please refer to note VII. 24. (2) Impairment test on intangible assets Applicable √ Not applicable 2023 ANNUAL REPORT 259 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 20. Goodwill (1) Original carrying amount of goodwill Unit: RMB Increase during Decrease during the period the period Arising from Name of investee or event Opening business generating goodwill balance combinations Disposal Closing balance Jilin Chenming Paper Co., Ltd. 14,314,160.60 14,314,160.60 Kunshan Tuoan Plastic Products Co., Ltd. 26,946,905.38 26,946,905.38 Jiangxi Chenming Port Co., Ltd. 8,273,638.42 8,273,638.42 Total 41,261,065.98 8,273,638.42 49,534,704.40 (2) Provision for impairment of goodwill Unit: RMB Increase during Decrease during Name of investee or event Opening the period the period generating goodwill balance Provision Disposal Closing balance Jilin Chenming Paper Co., Ltd. 14,314,160.60 14,314,160.60 Total 14,314,160.60 14,314,160.60 Explanation: Goodwill for Kunshan Tuoan Plastic Products Co., Ltd. was arose from the acquisition of Kunshan Tuoan Plastic Products Co., Ltd. by the Company on 31 August 2020. With the category of the principal activities as the basis for determining the reporting segments, the Company regarded Kunshan Tuoan Plastic Products Co., Ltd. and Jiangxi Chenming Port Co., Ltd. as an asset group. Goodwill for Jiangxi Chenming Port Co., Ltd. was arose from the acquisition of Jiangxi Chenming Port Co., Ltd. by the Company on 30 April 2023. With the category of the principal activities as the basis for determining the reporting segments, the Company regarded Jiangxi Chenming Port Co., Ltd. as an asset group. The Company intends to dispose of Kunshan Tuoan Plastic Products Co., Ltd. According to the transfer consideration of RMB143.73 million determined in the valuation report as of 31 December 2023, the transfer consideration is higher than the book value of the corresponding asset group (including goodwill). The management is of the view that no impairment provision shall be made by the Company for such asset group. An equity transfer agreement was entered into in January 2024 for the transfer. The Company conducted profit forecast on Jiangxi Chenming Port Co., Ltd. in general. The recoverable amount was determined based on the present value of the estimated future cash flows. Future cash flows were determined based on the financial budget for 2024 to 2028, with weighted average asset cost of 6.23%. Other key assumptions used in estimating future cash flows included the estimated sales and gross profit based on the performance of such asset group in the past and the expectation to market development by the management. The management believed that any reasonable change in the above assumptions will not result in the total book value of the asset group Jiangxi Chenming Port Co., Ltd. exceeding its recoverable amount. Upon assessment, the management is of the view that no impairment provision shall be made by the Company for such asset group. 260 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 20. Goodwill (Continued) (3) Relevant information on goodwill for asset group or combination of asset groups Whether it Composition and basis of asset group or Operating segment is consistent Name combination of asset groups and basis with prior year Kunshan Tuoan The related asset groups or combination of Other segment, with Yes Plastic asset groups are those which can benefit the Company Products from the synergies of the business classified operating Co., Ltd. combination and are not larger than the segments based reportable segments identified by the on financial Company. performance Jiangxi Chenming The related asset groups or combination of Other segment, N/A Port Co., Ltd. asset groups are those which can benefit with the Company from the synergies of the business classified operating combination and are not larger than the segments based reportable segments identified by the on financial Company. performance Jilin Chenming The related asset groups or combination of Machine-made paper Yes Paper Co., Ltd. asset groups are those which can benefit segment, with the from the synergies of the business Company classified combination and are not larger than the operating segments reportable segments identified by the based on financial Company. performance (4) Specific determination of recoverable amount Determination of net amount of recoverable amount measured at fair value after deducting disposal expenses √ Applicable Not applicable Unit: RMB Basis of Determination of fair determination Recoverable value and disposal Key of key Item Book value amount Impairment expenses parameter parameter Kunshan Tuoan Plastic Contract price for the Products Co., Ltd. 134,612,042.38 143,730,000.00 proposed disposal Total 134,612,042.38 143,730,000.00 2023 ANNUAL REPORT 261 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 20. Goodwill (Continued) (4) Specific determination of recoverable amount (Continued) Determination of present value of recoverable amount based on expected cash flows √ Applicable Not applicable Unit: RMB Basis of determination of key Term of Key parameter Key parameter parameter Recoverable forecast for forecast for stabilisation for stabilisation Item Book value amount Impairment period period period period Jiangxi Chenming 17,490,391.21 34,244,524.41 5 Interest rate Revenue growth Estimation Port Co., Ltd. ranged from rate of 0% 26.05%-26.26% Total 17,490,391.21 34,244,524.41 21. Long-term prepaid expenses Unit: RMB Opening Increase during Amortisation Other Closing Item balance the period during the period deductions balance Woodland expenses 7,233,827.75 1,281,727.98 5,952,099.77 Others 37,229,023.70 96,528.96 3,298,490.94 34,027,061.72 Total 44,462,851.45 96,528.96 4,580,218.92 39,979,161.49 262 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 22. Deferred income tax assets/deferred income tax liabilities (1) Deferred income tax assets before offsetting Unit: RMB Closing balance Opening balance Deductible Deferred Deductible Deferred temporary income temporary income Item difference tax assets difference tax assets Provision for impairment of assets 2,170,702,373.93 509,035,457.40 2,344,419,524.10 549,431,097.40 Unrealised profit arising from intra-group transactions 7,605,345.40 1,901,336.35 47,231,691.32 11,807,922.83 Outstanding payables 121,528,026.20 18,553,482.43 169,723,942.88 26,380,462.69 Deferred income 144,721,508.43 21,708,225.98 193,822,821.65 29,673,699.36 Deductible loss 7,008,265,437.96 1,138,659,379.33 4,578,592,243.20 716,030,918.97 Debt restructuring 30,831.05 7,707.76 Special reserves 15,791,710.95 2,368,756.59 Total 9,452,822,691.92 1,689,857,881.49 7,349,612,765.15 1,335,700,565.60 (2) Deferred income tax liabilities before offsetting Unit: RMB Closing balance Opening balance Taxable Deferred Taxable Deferred temporary income tax temporary income tax Item differences liabilities differences liabilities Asset valuation increment from business combinations involving entities not under common control 37,960,636.20 9,490,159.05 19,104,051.04 4,776,012.76 Debt restructuring 13,621,006.12 3,405,251.53 Total 37,960,636.20 9,490,159.05 32,725,057.16 8,181,264.29 2023 ANNUAL REPORT 263 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 22. Deferred income tax assets/deferred income tax liabilities (Continued) (3) The breakdown of unrecognised deferred income tax assets Unit: RMB Item Closing balance Opening balance Deductible temporary difference 53,265,395.05 10,365,962.12 Deductible loss 721,381,744.55 808,569,643.83 Total 774,647,139.60 818,935,605.95 (4) Expiry of deductible loss of unrecognised deferred income tax assets falls in the years as follows Unit: RMB Year Closing balance Opening balance Remark 2023 189,187,446.57 2024 158,265,081.51 178,453,991.84 2025 226,672,646.51 251,671,920.26 2026 61,481,717.71 119,959,990.04 2027 77,967,748.73 69,296,295.12 2028 196,994,550.09 Total 721,381,744.55 808,569,643.83 23. Other non-current assets Unit: RMB Closing balance Opening balance Book Impairment Carrying Book Impairment Carrying Item balance provision amount balance provision amount Payments for engineering and equipment 1,055,195,141.00 1,055,195,141.00 981,293,657.32 981,293,657.32 Others 11,887,516.57 11,887,516.57 2,612,250.68 2,612,250.68 Total 1,067,082,657.57 1,067,082,657.57 983,905,908.00 983,905,908.00 264 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 24. Assets with restricted ownerships or right to use Unit: RMB Closing balance Opening balance Type of Type of Item Book balance Carrying amount restriction Restriction Book balance Carrying amount restriction Restriction Monetary 11,360,599,088.69 11,360,599,088.69 Pledged As deposits for bank 11,840,974,836.57 11,840,974,836.57 Pledged As deposits for bank funds acceptance bills and acceptance bills and letters of credit, deposits letters of credit, deposits for letter of guarantee, for letter of guarantee, security deposits for security deposits for loans, deposit reserves, loans, deposit reserves, interest receivable, etc. interest receivable, etc. (Note VII. 1) (Note VII. 1) Fixed assets 9,411,111,670.62 6,303,095,864.20 Pledged As collateral for bank 15,651,057,538.84 10,063,641,052.69 Pledged As collateral for bank borrowings and borrowings and long-term payables long-term payables (Note VII. 15) (Note VII. 14) Investment 5,941,741,699.60 5,004,776,921.76 Pledged As collateral for bank 5,650,386,492.30 4,895,514,630.65 Pledged As collateral for bank property borrowings (Note VII. 14) borrowings (Note VII. 13) Intangible 865,105,844.99 665,784,045.39 Pledged As collateral for bank 1,367,006,629.88 1,033,897,418.27 Pledged As collateral for bank assets borrowings and borrowings and long-term payables long-term payables (Note VII. 19) (Note VII. 18) Accounts 403,349,324.55 398,710,807.32 Pledged As collateral for borrowings 100,563,153.66 100,000,000.00 Pledged As collateral for receivable (Note VII. 4) borrowings (Note VII. 3) Accounts 90,551,168.01 90,551,168.01 Pledged As collateral for letters of 8,497,931.30 8,497,931.30 Pledged As collateral for letters of receivable credit (Note VII. 5) credit (Note VII. 4) financing Total 28,072,458,796.46 23,823,517,895.37 34,618,486,582.55 27,942,525,869.48 Other explanation: As at 31 December 2023, housing, building structure and equipment with the carrying amount of RMB6,303,095,864.20 (31 December 2022: carrying amount of RMB10,063,641,052.69), investment properties with the carrying amount of RMB5,004,776,921.76 (31 December 2022: carrying amount of RMB4,895,514,630.65) and intangible assets with the carrying amount of RMB665,784,045.39 (31 December 2022: carrying amount of RMB1,033,897,418.27) were pledged as collateral for long-term borrowings of RMB4,262,800,469.08 (31 December 2022: RMB3,118,508,092.17) and short-term borrowings of RMB85,000,000.00 (31 December 2022: RMB65,000,000.00). 2023 ANNUAL REPORT 265 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 25. Short-term borrowings (1) Classification of short-term borrowings Unit: RMB Item Closing balance Opening balance Discounted borrowings 12,270,872,000.00 16,207,640,000.00 Credit borrowings 9,908,287,425.27 9,613,884,197.48 Guaranteed borrowings 9,785,629,371.41 9,757,184,167.65 Pledged borrowings 1,425,690,224.94 741,339,929.89 Mortgage borrowings 85,000,000.00 65,000,000.00 Total 33,475,479,021.62 36,385,048,295.02 Explanation of the classification of short-term borrowings: For classification and amount of mortgage borrowings and mortgage assets, please see 1. Monetary funds and 24. Assets with restricted ownerships or right to use in Note VII. For classification and amount of pledged borrowings and mortgage assets, please see 1. Monetary funds and 24. Assets with restricted ownerships or right to use in Note VII. Overdue outstanding short-term borrowings: total outstanding short-term borrowings overdue as at the end of the year amounted to RMB0.00. Short-term borrowings included accrued interest of RMB27,736,656.82. 26. Bills payable Unit: RMB Category Closing balance Opening balance Commercial acceptance bills 3,604,737,193.92 1,206,234,201.21 Bank acceptance bills 1,014,249,270.03 1,922,361,633.83 Total 4,618,986,463.95 3,128,595,835.04 Total overdue bills payable by counterparties as at the end of the period amounted to RMB205,710.00. 266 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 27. Accounts payable (1) Particulars of accounts payable Unit: RMB Item Closing balance Opening balance Payment for goods 3,329,807,929.61 3,619,549,023.04 Payment for engineering 222,541,200.98 146,144,102.25 Payment for equipment 107,663,951.56 100,493,461.51 Others 242,607,788.05 248,780,180.96 Total 3,902,620,870.20 4,114,966,767.76 (2) Disclosure by ageing Unit: RMB Ageing Closing balance Opening balance Within 1 year (including 1 year) 3,361,203,746.72 3,746,315,716.20 1 to 2 years 267,905,274.76 98,287,651.12 2 to 3 years 30,677,976.15 52,080,919.33 Over 3 years 242,833,872.57 218,282,481.11 Total 3,902,620,870.20 4,114,966,767.76 The basis used by the ageing analysis of the accounts payable of the Company: the ageing of accounts payable is the length of time of the Company’s outstanding accounts payable based on invoice date. The closing balance is recognised one by one from the end of the period onwards until the amounts add up to the balance. It is also broken up by intervals of within 1 year, 1-2 years, 2-3 years and over 3 years. 2023 ANNUAL REPORT 267 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 28. Other payables Unit: RMB Item Closing balance Opening balance Other payables 2,414,752,127.19 1,854,507,978.66 Interest payable 15,895,930.51 Total 2,414,752,127.19 1,870,403,909.17 (1) Interest payable Unit: RMB Item Closing balance Opening balance Interest of corporate bonds 15,895,930.51 Total 15,895,930.51 (2) Other payables 1) Other payables by nature Unit: RMB Item Closing balance Opening balance Open credit 1,090,141,993.83 490,279,690.52 Deposit 785,572,067.82 788,792,126.26 Accrued expenses 381,781,932.14 355,492,234.45 The obligation to repurchase shares under the share incentive scheme 63,764,745.74 129,112,395.74 Others 93,491,387.66 90,831,531.69 Total 2,414,752,127.19 1,854,507,978.66 2) Significant other payables aged over 1 year Unit: RMB Reason for outstanding Item Closing balance or not transfer MCC Fujian Investment Construction Co., Ltd. 570,000,000.00 Project deposits 268 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 29. Receipts in advance (1) Particulars of receipts in advance Unit: RMB Item Closing balance Opening balance Prepaid rents and property fees 16,242,921.65 14,261,436.67 Total 16,242,921.65 14,261,436.67 30. Contract liabilities Unit: RMB Item Closing balance Opening balance Payment for goods in advance 1,443,680,155.62 1,306,029,389.80 Total 1,443,680,155.62 1,306,029,389.80 31. Staff remuneration payables (1) Particulars of staff remuneration payables Unit: RMB Increase Decrease Opening during the during the Item balance period period Closing balance I. Short-term remuneration 99,353,543.41 1,082,596,707.91 1,108,043,017.50 73,907,233.82 II. Retirement benefit plan-defined contribution scheme 45,572,343.59 203,505,721.08 248,648,140.05 429,924.62 III. Termination benefits 152,351.89 152,351.89 Total 144,925,887.00 1,286,254,780.88 1,356,843,509.44 74,337,158.44 2023 ANNUAL REPORT 269 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 31. Staff remuneration payables (Continued) (2) Particulars of short-term remuneration Unit: RMB Increase Decrease Opening during the during the Closing Item balance period period balance 1. Salaries, bonuses, allowance and subsidies 84,374,864.77 823,172,363.65 853,121,590.71 54,425,637.71 2. Staff welfare 58,944,163.88 58,944,163.88 3. Social insurance premium 4,072,690.50 98,996,593.54 101,670,060.72 1,399,223.32 Of which: Medical insurance premium 669,598.55 89,789,715.14 89,964,841.01 494,472.68 Work-related injury insurance premium 2,514,203.46 7,549,514.50 10,048,082.22 15,635.74 Maternity insurance premium 888,888.49 1,657,363.90 1,657,137.49 889,114.90 4. Housing provident funds 7,500,937.80 77,494,674.79 78,063,498.29 6,932,114.30 5. Union funds and workers’ education 463,017.47 19,910,718.33 12,559,977.02 7,813,758.78 6. Other short-term remuneration 2,942,032.87 4,078,193.72 3,683,726.88 3,336,499.71 Total 99,353,543.41 1,082,596,707.91 1,108,043,017.50 73,907,233.82 (3) Defined contribution plan Unit: RMB Increase Decrease Opening during the during the Closing Item balance period period balance 1. Basic pension insurance premiums 43,615,129.42 195,522,255.19 238,722,102.34 415,282.27 2. Unemployment insurance premiums 1,957,214.17 7,983,465.89 9,926,037.71 14,642.35 Total 45,572,343.59 203,505,721.08 248,648,140.05 429,924.62 270 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 32. Tax payables Unit: RMB Item Closing balance Opening balance Value added tax 40,076,417.59 128,305,607.36 Property tax 15,486,094.67 34,531,806.76 Land use tax 11,149,858.80 10,659,878.19 Stamp duty 10,875,401.17 12,987,679.08 Enterprise income tax 6,720,397.49 51,538,384.55 Environmental protection tax 3,698,248.00 3,674,817.23 Resource tax 3,000,000.00 3,500,000.00 Urban maintenance and construction tax 2,396,420.76 5,069,014.46 Individual income tax 2,184,712.31 4,765,040.27 Educational surcharges and others 2,062,463.52 3,955,412.99 Land appreciation tax 2,059,693.25 2,024,028.20 Total 99,709,707.56 261,011,669.09 33. Non-current liabilities due within one year Unit: RMB Item Closing balance Opening balance Long-term payables due within one year 2,354,342,454.51 2,398,150,298.72 Long-term borrowings due within one year 1,273,902,656.06 1,920,748,225.56 Lease liabilities due within one year 3,692,567.25 4,606,717.58 Bonds payable due within one year 350,000,000.00 Total 3,631,937,677.82 4,673,505,241.86 2023 ANNUAL REPORT 271 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 34. Other non-current liabilities Unit: RMB Item Closing balance Opening balance Short-term financial leasing borrowings 100,000,000.00 Total 100,000,000.00 35. Long-term borrowings (1) Types of long-term borrowings Unit: RMB Item Closing balance Opening balance Mortgage borrowings 4,262,800,469.08 3,118,508,092.17 Guaranteed borrowings 857,571,273.74 1,378,621,266.53 Credit borrowings 834,545,402.88 1,405,855,117.94 Less: Long-term borrowings due within one year 1,273,902,656.06 1,920,748,225.56 Total 4,681,014,489.64 3,982,236,251.08 Explanation of the types of long-term borrowings: For classification and amount of mortgage assets of mortgage borrowings, please see 1. Monetary funds and 24. Assets with restricted ownerships or right to use in Note VII. Long-term borrowings included accrued interest of RMB0.00. 272 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 36. Lease liabilities Unit: RMB Item Closing balance Opening balance Lease payments payable 64,264,374.68 76,929,509.38 Less: Unrecognised financing expenses 18,584,784.58 18,726,744.34 Less: Lease liabilities due within one year 3,692,567.25 4,606,717.58 Total 41,987,022.85 53,596,047.46 37. Long-term payables Unit: RMB Item Closing balance Opening balance Long-term payables 2,541,095,217.66 3,160,771,126.31 Total 2,541,095,217.66 3,160,771,126.31 (1) By nature Unit: RMB Item Closing balance Opening balance Financial leasing borrowings 4,345,793,513.95 4,928,891,190.81 China Development Bank Special Fund 343,750,000.00 412,500,000.00 Contributions by other partners 199,894,158.22 211,530,234.22 Retention for the financial leasing operations 6,000,000.00 6,000,000.00 Less: Long-term payables due within one year 2,354,342,454.51 2,398,150,298.72 Total 2,541,095,217.66 3,160,771,126.31 Other explanation: Contributions by other partners refer to the contributions made by other partners to Weifang Chenming Growth Driver Replacement Equity Investment Fund Partnership (Limited Partnership) and Weifang Chendu Equity Investment Partnership (Limited Partnership), and such contributions are reclassified as financial liabilities on a consolidation basis. 2023 ANNUAL REPORT 273 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 38. Deferred income Unit: RMB Increase during Decrease during Item Opening balance the period the period Closing balance Reason Government grants 1,469,230,468.46 1,730,000.00 133,096,353.76 1,337,864,114.70 Financial provision Total 1,469,230,468.46 1,730,000.00 133,096,353.76 1,337,864,114.70 Items in respect of government grants: Unit: RMB Include in Amount New grants non-operating Include in charged Opening during the income for other income against Asset-related/ Liability item balance period the period for the period cost expenses Other changes Closing balance income-related Funding for environmental protection 576,455,283.80 51,761,248.56 524,694,035.24 Asset-related Huanggang forestry-pulp-paper project 470,994,523.05 25,026,217.80 445,968,305.25 Asset-related Infrastructure and environmental protection engineering 208,320,966.69 11,517,589.44 196,803,377.25 Asset-related Financial subsidies for technological transformation project 132,614,525.64 1,730,000.00 39,238,509.96 95,106,015.68 Asset-related Zhanjiang forestry-pulp-paper project 46,711,964.27 4,094,632.92 42,617,331.35 Asset-related Project fund for National Key Technology Research and Development Program 958,425.00 164,700.00 793,725.00 Asset-related Others 33,174,780.01 1,293,455.08 31,881,324.93 Asset-related Total 1,469,230,468.46 1,730,000.00 133,096,353.76 1,337,864,114.70 274 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 39. Share capital Unit: RMB Increase/decrease during the year (+/-) Repurchase Shares of restricted converted Opening balance shares Bonus issue from reserves Others Subtotal Closing balance Total number of shares 2,979,742,200.00 -22,929,000.00 -22,929,000.00 2,956,813,200.00 Explanation: On 17 July 2023, the Company convened the ninth extraordinary meeting of the tenth session of the Board and the fifth extraordinary meeting of the tenth session of the Supervisory Committee, at which the Resolution on the Failure Fulfilment of the Unlocking Conditions for the Second Unlocking Period under the 2020 Restricted A Share Incentive Scheme and Repurchase and Cancellation of Certain Restricted Shares was considered and approved. Grant Thornton (Special General Partnership) issued a Capital Verification Report (Zhi Tong Yan Zi (2023) No. 371C000518) for the repurchase of restricted shares during the period. Upon the completion of share repurchase, the total number of shares of the Company changed from 2,979,742,200 to 2,956,813,200. 40. Other equity instruments (1) Changes in preference shares, Perpetual Bonds and other financial instruments outstanding at the end of the period Unit: RMB Beginning of the period Increase during the period Decrease during the period End of the period Carrying Carrying Carrying Carrying Outstanding financial instruments Number amount Number amount Number amount Number amount 17 Lu Chenming MTN001 10,000,000.00 996,000,000.00 10,000,000.00 996,000,000.00 Total 10,000,000.00 996,000,000.00 10,000,000.00 996,000,000.00 Explanation: Repayment for Perpetual Bonds, which are accounted for as equity instruments, was made during the year. 2023 ANNUAL REPORT 275 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 41. Capital reserves Unit: RMB Increase during Decrease during Item Opening balance the period the period Closing balance Share premium 4,604,712,413.16 48,955,941.22 53,898,041.98 4,599,770,312.40 Other capital reserves 756,488,109.13 27,467,521.92 729,020,587.21 Total 5,361,200,522.29 48,955,941.22 81,365,563.90 5,328,790,899.61 Explanation: Perpetual bonds, being the equity instruments, were repaid during the year, resulting in a decrease in capital reserves of RMB4,000,000.00; Strategic investors made capital injection to Zhanjiang Chenming Pulp & Paper Co., Ltd., resulting in decrease in shareholding of the Company but without loss in control, and an increase in capital reserves of RMB48,955,941.22; The shareholding of Guangdong Nanyue Bank Co., Ltd., an associate of the Company, in the Company was diluted as other shareholders had made investment, resulting in decrease in capital reserves of RMB6,840,774.34; Due to the failure to fulfil the unlocking conditions for restricted shares in prior years, the Company had made repurchase during the year, resulting in a corresponding decrease in capital reserves of RMB42,418,650.00; As the management estimated that the remaining restricted shares will not be able to fulfil the unlocking conditions, the capital reserves recognised in prior period were reversed, resulting in a decrease in capital reserves of RMB27,467,521.92; The Company acquired partial equity interest in Shouguang Meilun Paper Co., Ltd., a subsidiary, from minority shareholders, resulting in a decrease in capital reserves of RMB638,617.64. 42. Treasury shares Unit: RMB Increase during Decrease during Item Opening balance the period the period Closing balance Share incentive 128,780,100.00 65,347,650.00 63,432,450.00 Total 128,780,100.00 65,347,650.00 63,432,450.00 Explanation: Due to failure in fulfilling the unlocking conditions, the Company repurchased certain restricted shares, with a reduction of RMB65,347,650.00 in treasury shares. 276 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 43. Other comprehensive income Other comprehensive income attributable to the Company in the balance sheet is as follows: Unit: RMB During the period Less: Transferred from other comprehensive Attributable to income in the parent prior periods to Opening company retained earnings Closing Item balance after tax during the period balance I. Other comprehensive income that cannot be reclassified to profit or loss in subsequent periods II. Other comprehensive income that will be reclassified to profit and loss in subsequent periods -821,940,694.57 -42,940,794.51 -864,881,489.08 1. Other comprehensive income that may be reclassified to profit and loss under the equity method -9,916,102.69 -1,224,007.02 -11,140,109.71 2. Translation differences of financial statements denominated in foreign currency -812,024,591.88 -41,716,787.49 -853,741,379.37 Total other comprehensive income -821,940,694.57 -42,940,794.51 -864,881,489.08 2023 ANNUAL REPORT 277 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 43. Other comprehensive income (Continued) Other comprehensive income attributable to the parent company in the income statement: Unit: RMB During the period Less: Transferred from other comprehensive income in prior Less: Attributable Incurred before periods to profit to minority Attributable to income tax for or loss during Less: Income shareholders parent company Item the period the period tax expenses after tax after tax I. Other comprehensive income that cannot be reclassified to profit or loss in subsequent periods II. Other comprehensive income that will be reclassified to profit and loss in subsequent periods -42,940,794.51 -42,940,794.51 1. Other comprehensive income that may be reclassified to profit and loss under the equity method -1,224,007.02 -1,224,007.02 2. Translation differences of financial statements denominated in foreign currency -41,716,787.49 -41,716,787.49 Total other comprehensive income -42,940,794.51 -42,940,794.51 44. Special reserves Unit: RMB Increase during Decrease during Item Opening balance the period the period Closing balance Production safety expenses 15,791,710.95 31,146,275.32 23,615,156.70 23,322,829.57 Total 15,791,710.95 31,146,275.32 23,615,156.70 23,322,829.57 45. Surplus reserves Unit: RMB Increase during Decrease during Item Opening balance the period the period Closing balance Statutory surplus reserves 1,212,009,109.97 1,212,009,109.97 Total 1,212,009,109.97 1,212,009,109.97 278 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 46. General risk provisions Unit: RMB Increase during Decrease during Item Opening balance the period the period Closing balance General risk provisions 79,900,268.71 529,973.80 79,370,294.91 Total 79,900,268.71 529,973.80 79,370,294.91 Explanation: The general risk provisions are accrued by the Company’s subsidiaries Shandong Chenming Group Finance Co., Ltd. and Shandong Chenming Commercial Factoring Co., Ltd. based on 1% of the receivables. Accordingly, the balance of the general risk provisions was adjusted based on the balance of the receivables. 47. Retained profit Unit: RMB Item The period The prior period Retained profit as at the end of the prior year before adjustment 9,390,642,477.57 9,294,126,706.86 Adjustment to opening balance of retained earnings (increase +, decrease -) Opening balance of retained profit after adjustment 9,390,642,477.57 9,294,126,706.86 Plus: Net profit for the period attributable to shareholders of the parent company -1,281,289,649.82 189,290,120.82 Less: Transfer of general risk provisions -529,973.80 3,074,350.11 Perpetual Bonds interest payable 89,700,000.00 89,700,000.00 Retained profit as at the end of the period 8,020,182,801.55 9,390,642,477.57 2023 ANNUAL REPORT 279 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 48. Revenue and operating costs Unit: RMB Amount for the year Amount for the prior year Item Revenue Costs Revenue Costs Principal activities 26,368,633,225.48 24,241,469,338.15 31,425,116,857.83 26,878,943,649.28 Other activities 239,937,002.72 204,016,961.78 579,250,463.08 494,782,057.72 Total 26,608,570,228.20 24,445,486,299.93 32,004,367,320.91 27,373,725,707.00 Whether the lower of the audited net profit before or after deducting extraordinary gains or losses is a negative number √ Yes No Unit: RMB Item Current year Specific deductions Prior year Specific deductions Revenue 26,608,570,228.20 32,004,367,320.91 Total deductions from revenue 986,216,965.96 Revenue from sales of materials of 1,030,770,460.26 Revenue from sales of materials RMB900,376,053.88 and other of RMB903,160,256.93 revenue of RMB85,840,912.08. and other revenue of RMB127,610,203.33. Proportion of total deductions from revenue to 3.71% 3.22% revenue I. Revenue from operations not related to principal operations 1. Revenue from operations other than 986,216,965.96 Revenue from sales of materials of 1,030,770,460.26 Revenue from sales of materials normal operation, such as revenue RMB900,376,053.88 and other of RMB903,160,256.93 realised from leasing fixed assets, revenue of RMB85,840,912.08. and other revenue of intangible assets, packaging materials, RMB127,610,203.33. sales of materials, exchanges for non- monetary assets with materials, engaging in entrusted management business, and revenue included in revenue from principal operations but generated from operations other than normal operation of the Company. Subtotal of revenue from operations not related 986,216,965.96 Revenue from sales of materials of 1,030,770,460.26 Revenue from sales of materials to principal operations RMB900,376,053.88 and other of RMB903,160,256.93 revenue of RMB85,840,912.08. and other revenue of RMB127,610,203.33. Revenue after deductions 25,622,353,262.24 Revenue from sales of materials of 30,973,596,860.65 Revenue from sales of materials RMB900,376,053.88 and other of RMB903,160,256.93 revenue of RMB85,840,912.08. and other revenue of RMB127,610,203.33. 280 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 48. Revenue and operating costs (Continued) Breakdown of revenue and operating costs: Unit: RMB Machine-made paper Financial services Hotel and property rentals Others Total Category of contract Revenue Operating costs Revenue Operating costs Revenue Operating costs Revenue Operating costs Revenue Operating costs Type of business 25,702,327,302.60 23,725,017,263.15 164,338,689.66 1,346,144.03 219,640,822.73 225,430,819.61 522,263,413.21 493,692,073.14 26,608,570,228.20 24,445,486,299.93 Including: Machine-made paper 23,892,883,773.10 22,038,839,089.61 23,892,883,773.10 22,038,839,089.61 Chemical pulp 551,886,319.48 549,401,517.97 551,886,319.48 549,401,517.97 Processing of moulds 204,029,538.47 198,297,579.81 204,029,538.47 198,297,579.81 Electricity and steam 223,450,300.54 212,089,570.22 223,450,300.54 212,089,570.22 Construction materials 222,788,884.78 216,481,504.04 222,788,884.78 216,481,504.04 Hotel and property rentals 212,364,573.64 202,364,469.60 212,364,573.64 202,364,469.60 Paper chemicals 128,495,469.03 118,581,502.40 128,495,469.03 118,581,502.40 Others 905,611,440.45 806,105,582.95 164,338,689.66 1,346,144.03 7,276,249.09 23,066,350.01 95,444,989.96 78,912,989.29 1,172,671,369.16 909,431,066.28 By geographical area 25,702,327,302.60 23,725,017,263.15 164,338,689.66 1,346,144.03 219,640,822.73 225,430,819.61 522,263,413.21 493,692,073.14 26,608,570,228.20 24,445,486,299.93 Including: Mainland China 19,176,105,106.76 17,602,028,904.63 164,338,689.66 1,346,144.03 219,640,822.73 225,430,819.61 522,263,413.21 493,692,073.14 20,082,348,032.36 18,322,497,941.41 Other countries and regions 6,526,222,195.84 6,122,988,358.52 6,526,222,195.84 6,122,988,358.52 By the timing of delivery 25,702,327,302.60 23,725,017,263.15 164,338,689.66 1,346,144.03 219,640,822.73 225,430,819.61 522,263,413.21 493,692,073.14 26,608,570,228.20 24,445,486,299.93 Including: Goods (at a point in time) 25,473,285,738.85 23,511,944,280.45 19,828,475.28 8,894,628.69 522,040,076.01 493,692,073.14 26,015,154,290.14 24,014,530,982.28 Services (within a certain period) 229,041,563.75 213,072,982.70 164,338,689.66 1,346,144.03 199,812,347.45 216,536,190.92 223,337.20 593,415,938.06 430,955,317.65 By sales channel 25,702,327,302.60 23,725,017,263.15 164,338,689.66 1,346,144.03 219,640,822.73 225,430,819.61 522,263,413.21 493,692,073.14 26,608,570,228.20 24,445,486,299.93 Including: Distribution 18,126,061,624.64 16,782,843,186.05 18,126,061,624.64 16,782,843,186.05 Direct sales 7,576,265,677.96 6,942,174,077.10 164,338,689.66 1,346,144.03 219,640,822.73 225,430,819.61 522,263,413.21 493,692,073.14 8,482,508,603.56 7,662,643,113.88 2023 ANNUAL REPORT 281 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 48. Revenue and operating costs (Continued) Breakdown of revenue from principal activities By industry Amount for the year Amount for the prior year Name of industry Revenue Costs Revenue Costs Machine-made paper 23,892,883,773.10 22,038,839,089.61 28,398,850,766.51 24,448,024,979.32 Chemical pulp 551,886,319.48 549,401,517.97 1,043,284,411.27 816,562,733.50 Electricity and steam 223,450,300.54 212,089,570.22 288,447,315.51 270,073,907.31 Construction materials 222,788,884.78 216,481,504.04 265,496,913.56 228,492,849.08 Hotel and property rentals 212,364,573.64 202,364,469.60 238,020,274.82 213,632,078.62 Processing of moulds 204,029,538.47 198,297,579.81 308,596,084.40 277,645,763.64 Paper chemicals 128,495,469.03 118,581,502.40 169,232,476.00 146,042,699.79 Others 932,734,366.44 705,414,104.50 713,188,615.76 478,468,638.02 Total 26,368,633,225.48 24,241,469,338.15 31,425,116,857.83 26,878,943,649.28 Machine-made paper, by main product type Amount for the year Amount for the prior year Name of industry Revenue Costs Revenue Costs Duplex press paper 7,702,426,452.75 6,929,011,543.24 8,449,759,248.92 7,407,821,676.66 White paper board 5,477,558,929.56 5,673,086,405.12 9,061,724,789.41 7,826,962,810.39 Electrostatic paper 4,005,559,008.36 3,410,527,141.51 4,077,351,284.38 3,497,341,216.24 Coated paper 3,925,663,395.23 3,389,639,629.49 4,149,820,827.47 3,457,680,224.04 Anti-sticking raw paper 1,127,626,969.18 947,141,370.39 973,542,096.46 791,528,667.30 Thermal paper 553,666,757.69 484,068,025.05 582,687,847.45 489,261,009.24 Others 1,100,382,260.33 1,032,967,683.96 1,103,964,672.42 977,429,375.45 Production interruption loss 172,397,290.85 Total 23,892,883,773.10 22,038,839,089.61 28,398,850,766.51 24,448,024,979.32 282 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 48. Revenue and operating costs (Continued) Machine-made paper, by geographical segment Amount for the year Amount for the prior year Name of industry Revenue Costs Revenue Costs Mainland China 17,366,661,577.26 15,915,850,731.09 20,254,734,795.51 17,354,744,592.14 Other countries and regions 6,526,222,195.84 6,122,988,358.52 8,144,115,971.00 7,093,280,387.18 Total 23,892,883,773.10 22,038,839,089.61 28,398,850,766.51 24,448,024,979.32 Revenue from top 5 customers Percentage of the Total revenue from total revenue in the Period top 5 customers same period (%) 2023 5,966,203,769.14 22.42% 2022 6,798,742,733.13 21.24% Information related to performance obligations: Company’s Nature of goods Whether the commitments Time for fulfilment that the Company person is the expected to Types of quality assurance of performance Significant terms of undertakes to primary person be refunded to offered by the Company and Item obligations payment transfer in charge customers related obligations Machine-made Domestic sales on the Domestic sales tend Produces easily Yes None Guaranteed quality assurance, paper day of delivery to the to be provided on distinguishable should there be objections to customer; foreign an invoice basis; product quality within 7 days sales on the day of foreign sales tend of arrival, the products can customs clearance to be prepaid. be returned and exchanged. Other explanations: The Company’s performance obligations for sales of machine-made paper are generally less than one year, and the Company takes advance payments or provides credit terms depending on the customer. When the Company is the primary responsible party for a sale, it generally obtains the unconditional right to receive payment when control of the merchandise is transferred to the customer either at the time of shipment or upon delivery to the destination specified by the customer. Information related to the transaction price allocated to residual performance obligations: As at the end of the reporting period, the amount of revenue with signed contracts but unfulfilled or uncompleted performance obligation was RMB1,443,680,155.62, in which RMB1,443,680,155.62 was expected to be recognised in 2024. 2023 ANNUAL REPORT 283 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 49. Taxes and surcharges Unit: RMB Amount for Amount for Item the period the prior period Property tax 88,246,740.83 84,937,624.08 Stamp duty 42,431,971.88 50,855,100.84 Land use tax 34,743,967.04 21,896,525.68 Urban maintenance and construction tax 18,839,445.01 30,844,441.65 Resource tax 13,725,384.40 12,151,246.70 Environmental tax 13,009,450.64 13,153,239.01 Educational surcharges 8,522,314.82 13,065,472.17 Local education surcharges 5,859,476.27 9,672,799.88 Water conservation funds 848,092.68 941,851.21 Others 1,575,521.55 5,621,013.84 Total 227,802,365.12 243,139,315.06 50. General and administrative expenses Unit: RMB Amount for Amount for Item the period the prior period Wages and surcharges 229,206,077.91 230,961,622.37 Business hospitality expenses 94,404,109.34 90,219,924.17 Depreciation expenses 91,759,528.87 92,141,979.66 Welfare expenses 58,663,557.66 60,931,519.54 Amortisation of intangible assets and long-term expenses 48,832,351.39 50,808,836.96 Repair cost and consumption of materials 23,468,894.14 24,983,894.65 Intermediary service expenses 21,621,384.60 27,065,168.09 Legal costs 20,252,237.24 24,306,211.03 Insurance premium 16,758,186.64 17,343,722.19 Travel expenses 15,150,365.49 10,066,215.41 Office expenses 3,871,812.80 6,827,412.53 Termination benefits expenses 2,091,062.84 26,059,173.11 Others 64,240,213.09 88,831,023.63 Total 690,319,782.01 750,546,703.34 284 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 51. Sales and distribution expenses Unit: RMB Amount for Amount for Item the period the prior period Wages and surcharges 109,381,728.48 120,855,156.29 Business hospitality expenses 51,126,929.37 55,312,453.05 Travel expenses 28,631,831.59 21,514,621.65 Rental expenses 7,343,527.12 6,048,188.50 Selling commissions 6,940,887.40 11,571,414.61 Depreciation expenses 4,677,235.58 6,524,594.65 Office expenses 4,241,864.88 2,465,867.66 Warehouse expenses 411,253.96 669,554.18 Others 18,244,379.05 17,219,423.50 Total 230,999,637.43 242,181,274.09 52. Research and development expense Unit: RMB Amount for Amount for Item the period the prior period Consumption of materials 781,407,604.78 872,932,892.44 Utilities 155,276,067.70 181,428,197.66 Wages and surcharges 129,508,833.28 146,671,151.98 Depreciation expenses 56,914,306.41 45,016,402.19 Insurance premium 26,981,737.42 28,028,216.33 Housing provident funds 4,435,343.17 4,848,051.84 Welfare expenses 3,362,929.39 4,448,785.76 Union funds 1,323,605.61 1,159,873.86 Other expenses 5,209,270.37 5,747,968.04 Total 1,164,419,698.13 1,290,281,540.10 2023 ANNUAL REPORT 285 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 53. Finance expenses Unit: RMB Amount for Amount for Item the period the prior period Interest expenses 1,908,394,881.89 2,081,067,895.66 Less: Capitalised interest amount Interest income 201,101,017.34 309,987,478.19 Foreign exchange gains and losses -25,018,964.43 46,654,427.89 Less: Capitalisation of foreign exchange gains and losses Bank charges and others 327,391,808.02 328,821,303.70 Total 2,009,666,708.14 2,146,556,149.06 54. Other income Unit: RMB Amount for Amount for Source of other income the period the prior period Additional deduction of VAT 154,495,020.82 25,116.70 Government grants – amortised deferred income included in profit or loss 133,096,353.76 104,451,215.79 Government grants – directly included in profit or loss 36,809,925.69 136,241,934.69 Gain on debt restructuring 10,400,321.83 1,030,353.24 Refund of handling fees for withholding and payment of individual income tax 2,522,709.33 474,548.44 Total 337,324,331.43 242,223,168.86 55. Gain on change in fair value Unit: RMB Amount for Amount for Source of gain on change in fair value the period the prior period Gain on change in fair value of consumable biological assets measured at fair value 6,775,808.38 9,924,233.72 Other non-current financial assets -3,590,983.62 5,350,000.00 Financial assets held for trading -28,740,129.26 -40,528,162.53 Total -25,555,304.50 -25,253,928.81 286 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 56. Investment income Unit: RMB Amount for Amount for Item the period the prior period Investment gain on disposal of long-term equity investments 391,450,223.81 -856,627.60 Income from long-term equity investments accounted for using the equity method 128,934,922.00 24,116,757.95 Investment gain on debt restructuring 44,897,024.23 -62,888.33 Dividend on financial assets held for trading and other noncurrent financial assets 39,529,607.69 38,224,826.21 Investment gain on derecognition of financial assets -99,744,741.95 -137,464,855.58 Total 505,067,035.78 -76,042,787.35 57. Credit impairment loss Unit: RMB Amount for Amount for Item the period the prior period Bad debt loss of other receivables -47,363,307.69 54,677,374.62 Bad debt loss of accounts receivable -96,453,353.50 -38,857,265.91 Bad debt loss of financial lease payments -176,139,588.20 -101,897,077.27 Total -319,956,249.39 -86,076,968.56 58. Loss on impairment of assets Unit: RMB Amount for Amount for Item the period the prior period Impairment losses on construction in progress -662,764.60 Loss on inventory impairment -44,344,534.62 -17,659,966.20 Total -45,007,299.22 -17,659,966.20 2023 ANNUAL REPORT 287 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 59. Asset disposal income Unit: RMB Amount for Amount for Source of asset disposal income the period the prior period Gain on disposal of fixed assets (“-” denotes loss) 11,090,813.00 54,255,232.29 Sublease (“-” denotes loss) 3,780,766.85 Gain on disposal of intangible assets (“-” denotes loss) -264,150.94 106,837,281.47 Total 14,607,428.91 161,092,513.76 60. Non-operating income Unit: RMB Included in non-recurring Amount for Amount for profit or loss Item the period the prior period in the period Fine income 1,965,328.23 2,334,679.24 1,965,328.23 Gain on damage and retirement of non-current assets 450,007.54 82,413.79 450,007.54 Exempted debts 222,676.32 94,894.96 222,676.32 Government grants 72,000.00 73,741,500.00 72,000.00 Others 288,757.32 995,197.77 288,757.32 Total 2,998,769.41 77,248,685.76 2,998,769.41 (1) For details of government grant, please see Note XI. Government grants. (2) For the specific reason for government grants as recurring profit or loss, please refer to Note XX. 288 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 61. Non-operating expenses Unit: RMB Included in non-recurring Amount for Amount for profit or loss Item the period the prior period in the period Utilisation, cancellation and trading of carbon emission quota 13,613,560.97 23,662,741.81 13,613,560.97 Loss on damage and retirement of non-current assets 4,940,010.70 10,382,099.66 4,940,010.70 Donation 505,280.00 805,000.00 505,280.00 Litigation 16,348,160.25 Total 19,058,851.67 51,198,001.72 19,058,851.67 62. Income tax expenses (1) Particulars of income tax expenses Unit: RMB Amount for Amount for Item the period the prior period Current income tax calculated according to tax law and related regulations 26,624,910.52 90,855,030.56 Deferred income tax expenses -409,686,894.47 -225,948,373.97 Total -383,061,983.95 -135,093,343.41 2023 ANNUAL REPORT 289 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 62. Income tax expenses (Continued) (2) The reconciliation between accounting profit and income tax expenses Unit: RMB Amount for Item the period Total profit -1,709,704,401.81 Income tax expenses calculated at statutory (or applicable) tax rates -256,455,660.27 Effect of different tax rates applicable to certain subsidiaries -11,581,202.24 Adjustments to income tax for prior periods -18,527,039.58 Profit and loss of joint ventures and associates accounted for using the equity method -16,009,557.52 Income not subject to tax (listed with “-”) -9,106,680.52 Non-deductible costs, expenses and losses 20,316,855.92 The impact of tax rate changes on the opening deferred income tax balance 4,499,969.53 Tax effect of utilisation of unrecognised deductible losses and deductible temporary differences in the previous year (listed with “-”) -36,012,580.06 Tax effect of utilisation of unrecognised deductible losses and deductible temporary differences 74,768,856.53 Tax effect of R&D fee deduction (listed with“-”) -116,004,399.19 The pre-tax deduction of the interest on Perpetual Bonds accounted as equity -13,455,000.00 Tax incentives such as equipment credits -5,715,006.49 Deferred income taxes that have not been recognised as deductible losses and deductible temporary differences in previous years are reversed in the current period. 219,459.94 Income tax expense -383,061,983.95 Explanation: The amount listed in “the impact of tax rate changes on the opening deferred income tax balance” for the period is the difference caused by the different applicable tax rates of Wuhan Chenming Hanyang Paper Holdings Co., Ltd. (disposed of during the period) from a high-tech enterprise to a non-high-tech enterprise. 63. Items on statements of cash flow (1) Cash relating to operating activities Cash received relating to other operating activities Unit: RMB Amount for Amount for Item the period the prior period Net proceedings from the financial leasing business 615,990,074.21 184,749,056.18 Finance expenses – Interest income 192,639,004.29 305,772,280.83 Open credit and other income 185,197,937.53 745,295,349.96 Government grants related to revenue 36,369,756.40 202,165,244.17 Default penalty and fine 988,348.52 969,634.65 Total 1,031,185,120.95 1,438,951,565.79 290 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 63. Items on statements of cash flow (Continued) (1) Cash relating to operating activities (Continued) Cash paid relating to other operating activities Unit: RMB Amount for Amount for Item the period the prior period Transportation expenses 827,892,596.27 944,022,266.88 Financial institutions charge 231,394,529.58 241,125,513.70 Business hospitality expenses 126,982,128.56 117,853,387.22 Travel expenses 44,024,694.22 32,480,740.17 Intermediary service expenses 42,941,628.90 54,437,645.94 Repair expenses 23,853,382.84 23,053,205.98 Cargo handling charges 16,197,187.56 21,869,006.27 Insurance premium 16,063,115.65 15,288,347.78 Waste disposal expenses 15,654,882.06 15,891,052.20 Leasing expenses 13,911,319.46 12,038,349.86 Office expenses 8,375,443.12 10,681,717.81 Litigation 368,296,784.84 Net investment in factoring business 250,000,000.00 Others 190,183,959.20 186,617,859.65 Total 1,557,474,867.42 2,293,655,878.30 (2) Cash relating to investing activities Significant cash received relating to investing activities Unit: RMB Amount for Amount for Item the period the prior period Demolition or relocation compensation received 138,000,000.00 163,509,091.00 Net cash received from disposal of subsidiaries 99,329,954.44 Disposal of properties or property assets 61,500,000.00 50,500,000.00 Total 298,829,954.44 214,009,091.00 2023 ANNUAL REPORT 291 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 63. Items on statements of cash flow (Continued) (2) Cash relating to investing activities (Continued) Significant cash paid relating to investing activities Unit: RMB Amount for Amount for Item the period the prior period Expenses on construction projects, land and fixed assets 314,376,125.86 885,436,648.94 Net cash paid for acquisition of subsidiaries 4,934,751.03 367,997,918.78 External investment expenses 1,463,000,000.00 Total 319,310,876.89 2,716,434,567.72 (3) Cash relating to financing activities Cash received relating to other financing activities Unit: RMB Amount for Amount for Item the period the prior period Equipment leaseback 2,116,532,500.00 3,684,590,394.82 Net recovery of guarantee deposit 434,899,520.51 Current accounts 135,100,000.00 Deposit for finance lease 10,758,363.18 34,500,000.00 Total 2,697,290,383.69 3,719,090,394.82 292 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 63. Items on statements of cash flow (Continued) (3) Cash relating to financing activities (Continued) Cash paid relating to other financing activities Unit: RMB Amount for Amount for Item the period the prior period Repayment of equipment leaseback 2,761,859,486.35 2,237,763,312.31 Repayment of Perpetual Bonds 1,000,000,000.00 Repayment of bonds 350,000,000.00 1,078,685,100.00 Acquisition of non-controlling interests 200,000,000.00 Repayment of Perpetual Bonds interest 89,700,000.00 89,700,000.00 Equity in China Development Bank funds 68,750,000.00 75,500,000.00 Security deposit for financial leasing 68,250,000.00 76,000,000.00 Share repurchase under the share incentive scheme 66,228,770.38 11,757,730.78 Lease payable 7,013,099.60 Repayment of short-term commercial paper and MTN 1,200,000,000.00 Net expense of guarantee deposit 919,816,742.13 Total 4,611,801,356.33 5,689,222,885.22 Changes in liabilities arising from financing activities √ Applicable Not applicable Unit: RMB Increase during the period Decrease during the period Non-cash Non-cash Item Opening balance Cash changes changes Cash changes changes Closing balance Short-term borrowings 36,385,048,295.02 27,901,920,633.13 790,297,925.31 31,601,787,831.84 33,475,479,021.62 Long-term borrowings 5,902,984,476.64 3,035,002,236.00 139,321,559.07 3,122,391,126.01 5,954,917,145.70 Bonds payable 350,000,000.00 350,000,000.00 Long-term payables 5,558,921,425.03 2,116,532,500.00 184,700,254.21 2,964,716,507.07 4,895,437,672.17 Lease liabilities 58,202,765.04 7,013,099.60 5,510,075.34 45,679,590.10 Other payables (financing) 282,524,750.00 282,524,750.00 Long-term receivables (deposit for financial leasing) 319,386,351.32 10,758,363.18 46,884,229.83 68,250,000.00 308,778,944.33 Other monetary funds (net change of guarantee deposit) 11,756,140,645.56 434,899,520.51 11,321,241,125.05 Other equity instrument investments (Perpetual Bonds) 996,000,000.00 89,700,000.00 1,085,700,000.00 Capital reserve (Perpetual Bonds) 4,000,000.00 4,000,000.00 Total 61,330,683,958.61 33,781,638,002.82 1,250,903,968.42 39,203,858,564.52 5,510,075.34 56,284,058,248.97 2023 ANNUAL REPORT 293 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 64. Supplementary information on cash flow statement (1) Supplementary information on cash flow statement Amount for Amount for Supplementary information the period the prior period 1. Reconciliation of net profit as cash flows from operating activities: Net profit -1,326,642,417.86 317,362,691.41 Plus: Provision for impairment of assets 364,963,548.61 103,736,934.76 Depreciation of fixed assets, depletion of oil and gas assets, and depreciation of bearer biological assets 2,258,072,937.60 2,255,505,392.35 Depreciation of right-of-use assets 7,674,988.32 7,737,284.20 Amortisation of intangible assets 53,903,852.31 54,698,978.50 Amortisation of long-term prepaid expenses 4,580,218.92 4,678,921.69 Loss on disposal of fixed assets, intangible assets and other long-term assets (“-” denotes gain) -14,607,428.91 -161,092,513.76 Loss on scrapped fixed assets (“-” denotes gain) 4,490,003.16 10,299,685.87 Loss on changes in fair value (“-” denotes gain) 25,555,304.50 25,253,928.81 Finance expenses (“-” denotes gain) 1,908,394,881.89 2,081,067,895.66 Investment loss (“-” denotes gain) -505,067,035.78 76,042,787.35 Decrease in deferred income tax assets (“-” denotes increase) -354,157,315.89 -220,919,108.82 Increase in deferred income tax liabilities (“-” denotes decrease) 1,308,894.76 -5,029,265.45 Decrease in inventories (“-” denotes increase) 741,332,805.87 -406,337,116.14 Decrease in operating receivables (“-” denotes increase) 348,500,778.63 332,267,872.35 Increase in operating payables (“-” denotes decrease) 871,645,292.69 -1,025,450,126.41 Others Net cash flows from operating activities 4,389,949,308.82 3,449,824,242.37 2. Major investing and financing activities not involving cash settlements 3. Net change in cash and cash equivalents: Closing balance of cash 764,233,742.61 2,159,460,149.51 Less: Opening balance of cash 2,159,460,149.51 3,168,915,847.02 Plus: Closing balance of cash equivalents Less: Opening balance of cash equivalents Net increase in cash and cash equivalents -1,395,226,406.90 -1,009,455,697.51 294 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 64. Supplementary information on cash flow statement (Continued) (2) Net Cash of Acquisition Subsidiaries Paid in Current Period Unit: RMB Amount Cash or cash equivalents paid in the current period for business combinations that occurred during the period 5,400,000.00 Of which: Jiangxi Chenming Port Co., Ltd. 5,400,000.00 Less: Cash and cash equivalents held by the subsidiary on the acquisition date 465,248.97 Of which: Jiangxi Chenming Port Co., Ltd. 465,248.97 Plus: Cash or cash equivalents paid in the current period for business combinations that occurred during previous periods Of which: Net cash paid for acquisition of subsidiaries 4,934,751.03 (3) Net Cash from Disposal of Subsidiaries Received in Current Period Unit: RMB Amount Cash or cash equivalents received in the current period from disposal of subsidiaries during the period 100,000,000.00 Of which: Wuhan Chenming Hanyang Paper Holdings Co., Ltd. 100,000,000.00 Less: Cash and cash equivalents held by the subsidiary on the date of loss of control 670,045.56 Of which: Wuhan Chenming Hanyang Paper Holdings Co., Ltd. 670,045.56 Plus: Cash or cash equivalents received in the current period from disposal of subsidiaries during previous periods Of which: Net cash received from disposal of subsidiaries 99,329,954.44 (4) Cash and cash equivalents composition Unit: RMB Item Closing balance Opening balance I. Cash 764,233,742.61 2,159,460,149.51 Of which: Treasury cash 3,674,805.36 3,491,219.08 Bank deposit that can be used for payment at any time 760,558,937.25 2,155,968,930.43 III. Balance of cash and cash equivalent at end of period 764,233,742.61 2,159,460,149.51 Of which: Restricted cash and cash equivalents used by the Company or subsidiaries within the Group 2023 ANNUAL REPORT 295 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 64. Supplementary information on cash flow statement (Continued) (5) Monetary funds other than cash and cash equivalents Unit: RMB Amount for Amount for Reasons why it is not cash Item the period the prior period and cash equivalents Other monetary funds 11,321,241,125.05 11,756,140,645.56 See Note VII.1 for details Interest accrued on deposits 39,357,963.64 84,834,191.01 See Note VII.1 for details Total 11,360,599,088.69 11,840,974,836.57 65. Notes to items of statements of changes in owners’ equity Nil 66. Foreign currency items (1) Foreign currency items Unit: RMB Closing foreign Closing balance Item currency balance Exchange rate in RMB Monetary funds Of which: USD 57,899,568.50 7.0827 410,085,273.80 EUR 1,308,213.22 7.8592 10,281,509.34 HKD 2,253,743.55 0.9062 2,042,387.48 GBP 1,475.74 9.0411 13,342.31 JPY 1,197.00 0.0502 60.10 Accounts receivable Of which: USD 5,433,637.49 7.0827 38,484,824.25 EUR 4,163,139.45 7.8592 32,718,945.57 JPY 146,734,998.00 0.0502 7,368,004.45 Other receivables Of which: USD 1,043,685.64 7.0827 7,392,112.28 EUR 7,100.59 7.8592 55,804.96 Accounts payable Of which: USD 83,066,527.52 7.0827 588,335,294.47 EUR 807,997.69 7.8592 6,350,215.45 Short-term borrowings Of which: USD 2,000,000.00 7.0827 14,165,400.00 EUR 1,050,000.00 7.8592 8,252,160.00 296 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 66. Foreign currency items (Continued) (2) Explanation on overseas operating entities (including major overseas operating entities), which shall disclose their overseas principal places of business, functional currency and basis. Reasons shall be disclosed if there is any change in the functional currency. √ Applicable Not applicable Principal place of Place of Functional No. Name of subsidiary business incorporation currency 1 Chenming GmbH Hamburg, Germany Hamburg, Germany EUR 2 Chenming Paper Korea Co., Ltd. Seoul, Korea Seoul, Korea KRW 3 Chenming International Co., Ltd. Los Angeles, USA Los Angeles, USA USD 4 Chenming Paper Japan Co., Ltd. Tokyo, Japan Tokyo, Japan JPY 5 Chenming Paper United States Co., Ltd. Los Angeles, USA Los Angeles, USA USD 6 Chenming (Overseas) Limited Hong Kong, China Hong Kong, China USD 7 Chenming (Singapore) Limited Singapore Singapore USD 8 Chenming (HK) Limited Hong Kong, China Hong Kong, China USD 67. Leases (1) The Company as a lessee Unit: RMB Item Amount for the period Short-term lease expenses 8,017,898.94 (2) The Company as a lessor Operating lease as a lessor √ Applicable Not applicable Lease income Unit: RMB Item Amount for the period Lease income 205,849,883.65 2023 ANNUAL REPORT 297 XII Financial Report VII. Notes to items of the consolidated financial statements (Continued) 67. Leases (Continued) (2) The Company as a lessor (Continued) Financial lease as a lessor Applicable √ Not applicable Undiscounted lease payments for each of the next five years √ Applicable Not applicable Unit: RMB Annual undiscounted lease payments Item Closing balance Opening balance The first year 179,905,002.33 199,136,847.34 The second year 168,651,189.37 192,606,625.78 The third year 167,585,064.63 166,116,775.62 The fourth year 162,996,827.55 142,350,767.99 The fifth year 159,887,562.91 132,326,292.11 Five years later 165,396,559.34 131,251,761.59 Total 1,004,422,206.13 963,789,070.43 VIII. R&D expenses Unit: RMB Amount during Amount during Item the period the prior period Consumption of raw materials 781,407,604.78 872,932,892.44 Utilities 155,276,067.70 181,428,197.66 Wages and surcharges 129,508,833.28 146,671,151.98 Depreciation expenses 56,914,306.41 45,016,402.19 Insurance premium 26,981,737.42 28,028,216.33 Housing provident funds 4,435,343.17 4,848,051.84 Welfare expenses 3,362,929.39 4,448,785.76 Union funds 1,323,605.61 1,159,873.86 Other expenses 5,209,270.37 5,747,968.04 Total 1,164,419,698.13 1,290,281,540.10 Of which: R&D expenses included in profit or loss 1,164,419,698.13 1,290,281,540.10 Capitalised R&D expenses 298 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report IX. Change in scope of consolidation 1. Business combination not under common control (1) Business combination not under common control during the current period Unit: RMB The income of acquiree from The net profit of The cash flow of The basis for the date of acquiree from the acquiree from the Date of Consideration The way of determining acquisition to date of acquisition date of acquisition acquiring the for acquiring the Shareholding acquiring the Acquisition the date of the end of the to the end of the to the end of the Acquiree shareholding shareholding ratio acquired shareholding date acquisition period period period Jiangxi Chenming Port Co., Ltd. 2023.4.30 5,400,000.00 100.00% Acquisition 2023.4.30 Control 3,659,154.57 -1,234,456.79 -13,656,465.04 (2) Cost of combination and goodwill Unit: RMB Cost of combination Jiangxi Chenming Port Co., Ltd. – Cash 5,400,000.00 Total cost of combination 5,400,000.00 Less: the interest in the fair value of the identifiable net assets acquired -2,873,638.42 Amount of goodwill/cost of combination being less than the interest in the fair value of the identifiable net assets acquired 8,273,638.42 Method for determining the fair value of the cost of combination: The Company adopted the asset-based appraisal method and determined the equity acquisition price of Jiangxi Chenming Port Co., Ltd. on the appraisal benchmark date to be RMB5.4 million. The main reason for the formation of significant goodwill: the Company did not control Jiangxi Chenming Port Co., Ltd. under common control, and the acquisition consideration is greater than the identifiable net assets. 2023 ANNUAL REPORT 299 XII Financial Report IX. Change in scope of consolidation (Continued) 1. Business combination not under common control (Continued) (3) Acquiree’s identifiable assets or liabilities as at the acquisition date Unit: RMB Jiangxi Chenming Port Co., Ltd. Fair value as at the Carrying amount as at the acquisition date acquisition date Assets: 188,785,445.09 91,440,229.40 Monetary funds 465,248.97 465,248.97 Accounts receivable 3,080,417.76 3,080,417.76 Payments in advance 232,725.00 232,725.00 Other receivables 194,231.04 194,231.04 Long-term equity investments 59,345,429.05 2,450,000.00 Fixed assets 111,076,981.66 74,175,345.69 Intangible assets 14,358,032.02 10,809,881.35 Deferred income tax assets 32,379.59 32,379.59 Liabilities: 191,659,083.51 185,591,615.51 Accounts payable 4,684,349.81 4,684,349.81 Employee benefits payable 11,000.00 11,000.00 Taxes payable 35,123.62 35,123.62 Other payables 179,933,386.60 179,933,386.60 Long-term borrowings 927,755.48 927,755.48 Deferred income tax liabilities 6,067,468.00 Net assets -2,873,638.42 -94,151,386.11 Less: minority interest Net assets acquired from combination -2,873,638.42 -94,151,386.11 Method for determining the fair value of identifiable assets and liabilities: The Company adopted the asset-based method valuation technique to determine the fair value of the assets and liabilities of Jiangxi Chenming Port Co., Ltd. on the acquisition date. Contingent liabilities of the acquiree assumed in a business combination: Nil 300 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report IX. Change in scope of consolidation (Continued) 1. Business combination not under common control (Continued) (4) Gains or losses arising from remeasurement of equity held before the acquisition date at fair value Any transaction that realises the business combination step by step through multiple transactions and obtains control during the reporting period Yes √ No (5) Relevant explanation on the inability to reasonably determine the consideration of combination or the fair value of the acquiree’s identifiable assets and liabilities on the acquisition date or at the end of the current period of combination Applicable √ Not applicable 2. Disposal of a subsidiary Any transaction or event that results in the loss of control of any subsidiary during the period √ Yes No Unit: RMB Determination and key Carrying amount assumption Difference between of remaining Fair value of of fair value Relevant other consideration and shareholding as remaining of remaining comprehensive share of net assets of the date of shareholding as of shareholding as income of Disposal Disposal The basis for of relevant Remaining loss of control the date of loss of the date of loss former Disposal percentage method at determining subsidiary as per shareholding as per of control as per Gain or loss in of control as per subsidiary consideration at the date the date of Date of the date of consolidated as of the date consolidated consolidated fair value of consolidated transferred to at the date of of loss of loss of loss of loss of financial of loss of financial financial remaining financial profit or loss or Name of subsidiary loss of control control (%) control control control statements control (%) statements statements shareholding statements retained profit Wuhan Chenming Hanyang 480,000,000.00 65.21 Transfer 2023.9.30 Loss of 391,450,124.89 34.64 410,000,000.00 254,998,849.78 -155,001,150.22 Backflushing the Paper Holdings Co., Ltd. control corresponding proportion of equity interest disposed of Any situation where investments in subsidiaries are disposed of step by step through multiple transactions and control is lost during the period Yes √ No 3. Change in scope of consolidation due to other reasons During the year, 1 subsidiary was newly established, namely Shouguang Kunhe Trading Co., Ltd. 1 subsidiary was deregistered, namely Beijing Chenming Financial Leasing Co., Ltd. 2023 ANNUAL REPORT 301 XII Financial Report X. Interest in other entities 1. Interest in subsidiaries (1) Constitution of the Group Unit: RMB’0,000 Principle Shareholding Issued Issued Register place of Place of Nature of Direct Indirect debt share Name of subsidiary capital business incorporation business Type of legal person (%) (%) Acquisition securities capital Zhanjiang Chenming Pulp & 691,357.24 Zhanjiang Zhanjiang Paper making For-profit corporation 80.28 Establishment 0 0 Paper Co., Ltd. Shouguang Meilun Paper 480,104.55 Shouguang Shouguang Paper making For-profit corporation 64.87 Establishment 0 0 Co., Ltd. Jilin Chenming Paper Co., Ltd. 150,000.00 Jilin Jilin Paper making For-profit corporation 100 Acquisition 0 0 Huanggang Chenming Pulp & 335,000.00 Huanggang Huanggang Pulp production For-profit corporation 70.15 29.85 Establishment 0 0 Paper Co., Ltd. Shandong Chenming Paper 10,000.00 Shouguang Shouguang Sales of paper For-profit corporation 100 Establishment 0 0 Sales Co., Ltd. product Shouguang Chenming Import 70,000.00 Shouguang Shouguang Trading For-profit corporation 35.71 64.29 Establishment 0 0 and Export Trade Co., Ltd. Jiangxi Chenming Supply Chain 200.00 Jiangxi Jiangxi Trading For-profit corporation 70 Establishment 0 0 Management Co., Ltd. Chenming GmbH 65.00 Germany Germany Paper product For-profit corporation 100 Establishment 0 0 (USD) trading Shouguang Chenming 200.00 Shouguang Shouguang Machinery For-profit corporation 100 Establishment 0 0 Papermaking Machine manufacturing Co., Ltd. Shouguang Hongxiang Printing 80.00 Shouguang Shouguang Printing and For-profit corporation 100 Acquisition 0 0 and Packaging Co., Ltd. packaging Shouguang Chenming Modern 1,000.00 Shouguang Shouguang Transportation For-profit corporation 100 Establishment 0 0 Logistic Co., Ltd. Jinan Chenming Paper Sales 10,000.00 Jinan Jinan Investment For-profit corporation 100 Establishment 0 0 Co., Ltd. management/ Paper product trading Huanggang Chenming 7,000.00 Huanggang Huanggang Arboriculture For-profit corporation 100 Establishment 0 0 Arboriculture Development Co., Ltd. Chenming Arboriculture 10,000.00 Wuhan Wuhan Arboriculture For-profit corporation 100 Establishment 0 0 Co., Ltd. Chenming Paper Korea 100.00 Korea Korea Paper product For-profit corporation 100 Establishment 0 0 Co., Ltd. (USD) trading Shouguang Shun Da Customs 150.00 Shouguang Shouguang Customs For-profit corporation 100 Establishment 0 0 Declaration Co., Ltd. declaration Shanghai Chenming Industry 370,000.00 Shanghai Shanghai Property For-profit corporation 100 Establishment 0 0 Co., Ltd. investment and management Shanghai Chenyin Trading 41,000.00 Shanghai Shanghai Trading For-profit corporation 51 Establishment 0 0 Co., Ltd. Shandong Chenming Group 500,000.00 Jinan Jinan Finance For-profit corporation 80 20 Establishment 0 0 Finance Co., Ltd. Jiangxi Chenming Paper 32,673.32 Nanchang Nanchang Paper making For-profit corporation 100 Establishment 0 0 Co., Ltd. (USD) 302 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report X. Interest in other entities (Continued) 1. Interest in subsidiaries (Continued) (1) Constitution of the Group (Continued) Principle Shareholding Issued Issued Register place of Place of Nature of Direct Indirect debt share Name of subsidiary capital business incorporation business Type of legal person (%) (%) Acquisition securities capital Nanchang Shengheng Trading 1,000.00 Nanchang Nanchang Trading For-profit corporation 100 Establishment 0 0 Co., Ltd. Nanchang Kunheng Trading 1,000.00 Nanchang Nanchang Trading For-profit corporation 100 Establishment 0 0 Co., Ltd. Jiangxi Chenming Port Co., Ltd. 1,507.00 Jiangxi Jiangxi Cargo For-profit corporation 100 Merger and 0 0 transportation acquisition Shouguang Chenming Art 2,000.00 Shouguang Shouguang Paper making For-profit corporation 75 Establishment 0 0 Paper Co., Ltd. (USD) Hailaer Chenming Paper 1,600.00 Hailaer Hailaer Paper making For-profit corporation 75 Establishment 0 0 Co., Ltd. Shandong Grand View Hotel 4,192.48 Shouguang Shouguang Catering For-profit corporation 90.05 Establishment 0 0 Co., Ltd. (USD) Shandong Chenming Financial 587,200.00 Jinan Jinan Financial leasing For-profit corporation 100 Establishment 0 0 Leasing Co., Ltd. Qingdao Chenming Nonghai 500,000.00 Qingdao Qingdao Financial leasing For-profit corporation 100 Establishment 0 0 Financial Leasing Co., Ltd Chenming (HK) Limited 9,990.00 Hong Kong Hong Kong Paper product For-profit corporation 100 Establishment 0 0 (USD) trading Shouguang Hongyi Decorative 200.00 Shouguang Shouguang Packaging For-profit corporation 100 Merger and 0 0 Packaging Co., Ltd. acquisition Shouguang Xinyuan Coal 300.00 Shouguang Shouguang Coal For-profit corporation 100 Merger and 0 0 Co., Ltd. acquisition Shouguang City Run Sheng 2,380.00 Shouguang Shouguang Purchase and For-profit corporation 100 Merger and 0 0 Wasted Paper Recycle sale of waste acquisition Co., Ltd. Shouguang Wei Yuan Logistics 393.00 Shouguang Shouguang Logistics For-profit corporation 100 Merger and 0 0 Company Limited acquisition Shandong Chenming 20,000.00 Jinan Jinan Investment For-profit corporation 100 Establishment 0 0 Investment Limited Chenming Paper Japan 150.00 Japan Japan Paper product For-profit corporation 100 Establishment 0 0 Co., Ltd. (USD) trading Chenming International Co., Ltd. 100.00 the United the United Paper product For-profit corporation 100 Establishment 0 0 (USD) States States trading Zhanjiang Chenming 130,000.00 Zhanjiang Zhanjiang Arboriculture For-profit corporation 100 Establishment 0 0 Arboriculture Development Co., Ltd. Yangjiang Chenming 22,000.00 Yangjiang Yangjiang Arboriculture For-profit corporation 100 Establishment 0 0 Arboriculture Development Co., Ltd. Nanchang Chenming 1,000.00 Nanchang Nanchang Arboriculture For-profit corporation 100 Establishment 0 0 Arboriculture Development Co., Ltd. 2023 ANNUAL REPORT 303 XII Financial Report X. Interest in other entities (Continued) 1. Interest in subsidiaries (Continued) (1) Constitution of the Group (Continued) Principle Shareholding Issued Issued Register place of Place of Nature of Direct Indirect debt share Name of subsidiary capital business incorporation business Type of legal person (%) (%) Acquisition securities capital Guangdong Huirui Investment 25,800.00 Zhanjiang Zhanjiang Investment For-profit corporation 100 Establishment 0 0 Co., Ltd. Jilin Chenming New-style Wall 1,000.00 Jilin Jilin Wall materials For-profit corporation 100 Establishment 0 0 Materials Co., Ltd Jilin Chenming Logistics 500.00 Jilin Jilin Logistics For-profit corporation 100 Establishment 0 0 Co., Ltd. Jiangxi Chenming Logistics 500.00 Nanchang Nanchang Logistics For-profit corporation 100 Establishment 0 0 Co., Ltd. Fuyu Chenming Paper Co., Ltd. 30,800.00 Fuyu Fuyu Paper making For-profit corporation 100 Establishment 0 0 Zhanjiang Meilun Pulp & Paper 10,000.00 Zhanjiang Zhanjiang Paper making For-profit corporation 100 Establishment 0 0 Co., Ltd. Shanghai Chenming Financial 100,000.00 Shanghai Shanghai Financial For-profit corporation 100 Establishment 0 0 Leasing Co., Ltd. leasing Wuhan Junheng Property 39,600.00 Wuhan Wuhan Property For-profit corporation 100 Merger and 0 0 Management Co. Ltd. acquisition Guangzhou Chenming Property 100,000.00 Guangzhou Guangzhou Property For-profit corporation 100 Establishment 0 0 Management Co., Ltd. Shanghai Hongtai Real Estate 60,391.77 Shanghai Shanghai Real estate For-profit corporation 100 Merger and 0 0 Co., Ltd. acquisition Shanghai Hongtai Property 200.00 Shanghai Shanghai Property For-profit corporation 100 Merger and 0 0 Management Co., Ltd. acquisition Shandong Chenming 20,000.00 Jinan Jinan Business For-profit corporation 100 Establishment 0 0 Commercial Factoring factoring Co., Ltd Guangzhou Chenming 10,000.00 Guangzhou Guangzhou Business For-profit corporation 51 Establishment 0 0 Commercial Factoring factoring Co., Ltd. Jiangxi Chenming Tea Co., Ltd. 1,000.00 Jiangxi Jiangxi Tea business For-profit corporation 100 Establishment 0 0 Zhanjiang Chenming Port 10,000.00 Zhanjiang Zhanjiang Port services For-profit corporation 100 Establishment 0 0 Co., Ltd. Chenming Paper United States 100.00 (USD) the United the United Paper product For-profit corporation 100 Establishment 0 0 Co., Ltd. States States trading Guangdong Chenming Panels 1,000.00 Guangdong Guangdong Panels For-profit corporation 100 Establishment 0 0 Co., Ltd. Shanghai Chenming Pulp & 10,000.00 Shanghai Shanghai Paper product For-profit corporation 100 Establishment 0 0 Paper Sales Co., Ltd. trading Meilun (BVI) Limited 5.00 (USD) Cayman Cayman Commerce For-profit corporation 100 Establishment 0 0 Weifang Chenming Growth 100,000.00 Weifang Weifang Fund For-profit corporation 79 Establishment 0 0 Driver Replacement Equity Investment Fund Partnership (Limited Partnership) 304 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report X. Interest in other entities (Continued) 1. Interest in subsidiaries (Continued) (1) Constitution of the Group (Continued) Principle Shareholding Issued Issued Register place of Place of Nature of Direct Indirect debt share Name of subsidiary capital business incorporation business Type of legal person (%) (%) Acquisition securities capital Nanjing Chenming Culture 500.00 Nanjing Nanjing Marketing For-profit corporation 100 Establishment 0 0 Communication Co., Ltd. Chenming (Overseas) Limited 2,000.00 (USD) Hong Kong Hong Kong Paper product For-profit corporation 100 Establishment 0 0 trading Chenming (Singapore) Limited 2,000.00 (USD) Singapore Singapore Paper product For-profit corporation 100 Establishment 0 0 trading Kunshan Tuoan Plastic Products 5,000.00 Kunshan Kunshan Rubber and For-profit corporation 100 Merger and 0 0 Co., Ltd. plastic acquisition Hubei Changjiang Chenming 200,100.00 Huanggang Huanggang Fund For-profit corporation 59.97 Establishment 0 0 Huanggang Equity Investment Fund Partnership (Limited Partnership) Hainan Chenming Technology 20,000.00 Haikou Haikou Wholesale and For-profit corporation 100 Establishment 0 0 Co., Ltd. retail Foshan Chenming Import and 20,000.00 Foshan Foshan Trading For-profit corporation 100 Establishment 0 0 Export Trade Co., Ltd. Shanghai Herui Investment 30,150.00 Shanghai Shanghai Business For-profit corporation 100 Merger and 0 0 Co., Ltd. services acquisition Hubei Huanggang Chenming 300.00 Huanggang Huanggang Capital market For-profit corporation 60 Establishment 0 0 Equity Investment Fund services Management Co., Ltd. Shandong Dingkun Asset 100,100.00 Shouguang Shouguang Business For-profit corporation 100 Establishment 0 0 Management Partnership services (Limited Partnership) Huanggang Chenming Paper 100,000.00 Huanggang Huanggang Paper making For-profit corporation 100 Establishment 0 0 Technology Co., Ltd. Huanggang Chenming Port 5,000.00 Huanggang Huanggang Port services For-profit corporation 100 Establishment 0 0 Co., Ltd. Weifang Chendu Equity 32,000.00 Shouguang Shouguang Capital market For-profit corporation 79.69 Establishment 0 0 Investment Partnership services (Limited Partnership) Huanggang Chenming Pulp & 5,000.00 Huanggang Huanggang Trading For-profit corporation 100 Establishment 0 0 Fiber Trading Co., Ltd. Shanxi Fuyin Industrial Trading 36,000.00 Taiyuan Taiyuan Wholesale and For-profit corporation 100 Acquisition 0 0 Co., Ltd. retail Chongmin Culture Development 20,000.00 Shanghai Shanghai Leasing and For-profit corporation 100 Acquisition 0 0 (Shanghai) Co., Ltd. business services Shouguang Meichen Energy 100.00 Shouguang Shouguang Electricity For-profit corporation 100 Establishment 0 0 Technology Co., Ltd. Shouguang Kunhe Trading 1,000.00 Shouguang Shouguang Trading For-profit corporation 100 Establishment 0 0 Co., Ltd. 2023 ANNUAL REPORT 305 XII Financial Report X. Interest in other entities (Continued) 1. Interest in subsidiaries (Continued) (2) Major non-wholly owned subsidiaries Unit: RMB Gain or loss Dividend to attributable to minority interest Minority interest minority interest declared during Closing balance Name of subsidiary (%) during the period the period of minority interest Shouguang Meilun Paper Co., Ltd. 35.13 55,142,614.09 149,313,617.44 2,202,990,923.91 Zhanjiang Chenming Pulp & Paper Co., Ltd. 19.72 -89,947,577.95 105,000,000.00 1,570,159,835.18 (3) Key financial information of major non-wholly owned subsidiaries Unit: RMB Closing balance Opening balance Non-current Current Non-current Non-current Current Non-current Name of subsidiary Current assets assets Total assets liabilities liabilities Total liabilities Current assets assets Total assets liabilities liabilities Total liabilities Shouguang Meilun Paper Co., Ltd. 5,534,633,307.08 10,096,140,872.04 15,630,774,179.12 6,282,312,497.46 888,031,988.48 7,170,344,485.94 5,271,560,197.74 10,517,781,981.22 15,789,342,178.96 5,706,873,517.18 1,592,276,073.16 7,299,149,590.34 Zhanjiang Chenming Pulp & Paper Co., Ltd. 12,562,782,806.69 13,116,686,959.25 25,679,469,765.94 14,866,141,937.07 1,876,669,919.47 16,742,811,856.54 12,177,003,083.15 13,209,726,474.81 25,386,729,557.96 14,522,121,479.88 1,696,026,289.09 16,218,147,768.97 Unit: RMB Amount for the period Amount for the prior period Total Total comprehensive Cash flows from comprehensive Cash flows from Name of subsidiary Revenue Net profit income operating activities Revenue Net profit income operating activities Shouguang Meilun Paper Co., Ltd. 9,084,559,413.98 153,008,366.72 153,008,366.72 1,528,677,090.76 8,877,750,999.39 384,015,682.06 384,015,682.06 1,662,815,139.80 Zhanjiang Chenming Pulp & Paper Co., Ltd. 11,000,808,231.98 -541,888,245.61 -543,112,252.63 1,332,553,432.65 12,333,411,837.39 162,214,497.02 162,810,926.89 1,863,903,466.34 306 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report X. Interest in other entities (Continued) 2. Transaction changing shareholding in but not causing to loss of control over subsidiaries (1) Changing in shareholding in subsidiaries The Company previously held 62.49% equity interest in Shouguang Meilun Paper Co., Ltd. In 2023, the Company and Dongxing Securities Investment Co., Ltd. entered into an equity transfer agreement in relation to the transfer of 2.38% equity interest in Shouguang Meilun Paper Co., Ltd to the Company. The equity transfer transaction did not result in the loss of control over Shouguang Meilun Paper Co., Ltd. by the Company. As at 31 December 2023, the equity transfer agreement was completed, and the transaction consideration paid was RMB200 million. The transaction resulted in a decrease in minority interest by RMB199.3614 million, and a decrease in capital reserves by RMB638,600. The Company previously held 82.67% equity interest in Zhanjiang Chenming Pulp & Paper Co., Ltd. In 2023, the Company and Shandong Caixin Investment Co., Ltd. entered into a capital increase agreement in relation to Zhanjiang Chenming Pulp & Paper Co., Ltd., and Shandong Caixin Investment Co., Ltd. acquired 2.89% equity interest in Zhanjiang Chenming Pulp & Paper Co., Ltd. As at 31 December 2023, the capital increase agreement was completed, and the additional capital contribution paid was RMB300 million. The transaction resulted in an increase in minority interest by RMB251.0441 million, and an increase in capital reserves by RMB48.9559 million. (2) Effect of the transactions on minority interest and equity attributable to the owners of the parent company Unit: RMB Shouguang Meilun Paper Item Co., Ltd. Cost of acquisition 200,000,000.00 – Cash 200,000,000.00 – Fair value of non-cash assets Total cost of acquisition 200,000,000.00 Less: Share of net assets of the subsidiary calculated based on the proportion of equity interest acquired/disposed of 199,361,382.36 Difference 638,617.64 Of which: Capital reserve adjustment 638,617.64 Unit: RMB Zhanjiang Chenming Pulp Item & Paper Co., Ltd. Amount of capital increase 300,000,000.00 – Cash 300,000,000.00 – Fair value of non-cash assets Total amount of capital increase 300,000,000.00 Share of the subsidiary’s net assets after the capital increase 6,689,694,348.03 Less: Share of the subsidiary’s net assets before the capital increase 6,640,738,406.81 Difference 48,955,941.22 Of which: Capital reserve adjustment 48,955,941.22 2023 ANNUAL REPORT 307 XII Financial Report X. Interest in other entities (Continued) 3. Interest in joint arrangements or associates (1) Major joint ventures and associates Shareholding Accounting method Principle place Place of Direct Indirect for investment in joint Name of joint venture and associate of business incorporation Nature of business (%) (%) ventures or associates I. Joint venture Shouguang Jintou Industrial Investment Partnership (Limited Partnership) Shouguang Shouguang Investment 49.57 Equity method II. Associate Guangdong Nanyue Bank Co., Ltd. Guangdong Guangdong Bank 4.46 Equity method The Company holds 4.46% equity interest in Guangdong Nanyue Bank Co., Ltd. but is the second largest shareholder and is able to exercise significant influence over Guangdong Nanyue Bank Co., Ltd. by appointing one director to the board of directors (out of a total of nine directors on the board of directors). 308 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report X. Interest in other entities (Continued) 3. Interest in joint arrangements or associates (Continued) (2) Key financial information of major joint ventures Unit: RMB Closing balance/ Opening balance/ amount for the period amount for the prior period Shouguang Jintou Shouguang Jintou Industrial Investment Industrial Investment Partnership (Limited Partnership (Limited Partnership) Partnership) Current assets 1,775,433,885.35 1,373,114,822.27 Of which: Cash and cash equivalents 1,047,090.41 98,300.08 Non-current assets 408,884,578.74 992,000,000.00 Total assets 2,184,318,464.09 2,365,114,822.27 Current liabilities 104,387,199.50 1,000.00 Non-current liabilities 5,805,542.05 Total liabilities 110,192,741.55 1,000.00 Minority interest Equity interest attributable to shareholders of the parent company 2,074,125,722.54 2,365,113,822.27 Share of net assets based on shareholding 1,028,131,675.91 1,172,372,731.02 Adjustments Goodwill Unrealised profit arising from intra-group transactions Others 1,316,438,571.64 1,187,625,930.65 Carrying amount of equity investment in joint ventures 2,344,570,247.55 2,359,998,661.67 Fair value of equity investment in joint ventures where publicly quoted prices exist Revenue 857,541,982.94 Finance expenses 765,662.12 2,699.92 Income tax expenses Net profit -15,428,414.12 -2,699.92 Net profit from discontinued operations Other comprehensive income Total comprehensive income -15,428,414.12 -2,699.92 Dividends received from joint ventures during the year 2023 ANNUAL REPORT 309 XII Financial Report X. Interest in other entities (Continued) 3. Interest in joint arrangements or associates (Continued) (3) Key financial information of major associates Unit: RMB Closing balance/ Opening balance/ amount for the period amount for the prior period Guangdong Nanyue Bank Guangdong Nanyue Bank Co., Ltd. Co., Ltd. Current assets 194,828,415,917.54 153,109,778,598.66 Non-current assets 111,581,185,310.11 74,753,438,649.12 Total assets 306,409,601,227.65 227,863,217,247.78 Current liabilities 250,233,916,389.30 181,929,537,932.08 Non-current liabilities 26,252,549,634.28 26,407,317,751.35 Total liabilities 276,486,466,023.58 208,336,855,683.43 Minority interest 68,358,275.97 65,058,817.68 Equity interest attributable to shareholders of the parent company 29,854,776,928.10 19,461,302,746.67 Share of net assets based on shareholding 1,331,523,051.00 1,314,611,000.54 Adjustments Goodwill Unrealised profit arising from intra-group transactions Others Carrying amount of equity investment in associates 1,331,523,051.00 1,314,611,000.54 Fair value of equity investment in associates where publicly quoted prices exist Revenue 2,739,283,882.64 2,704,071,331.52 Net profit 416,331,873.52 383,800,672.37 Net profit from discontinued operations Other comprehensive income -9,346,709.52 9,399,591.65 Total comprehensive income 406,985,164.00 393,200,264.02 Dividends received from associates during the year 310 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report X. Interest in other entities (Continued) 3. Interest in joint arrangements or associates (Continued) (4) Summary financial information of non-major joint ventures and associates Unit: RMB Closing balance/ Opening balance/ amount for the period amount for the prior period Joint ventures: Total carrying amount of investment 197,483,273.06 183,537,459.15 Total amount of the following items based on shareholding Net profit 16,545,813.91 1,023,678.08 Other comprehensive income Total comprehensive income 16,545,813.91 1,023,678.08 Associates: Total carrying amount of investment 811,622,814.12 418,866,248.20 Total amount of the following items based on shareholding Net profit 102,840,690.39 -6,845,264.34 Other comprehensive income Total comprehensive income 102,840,690.39 -6,845,264.34 2023 ANNUAL REPORT 311 XII Financial Report XI. Government grants 1. Government grants recognised at the end of the reporting period at the amount receivable Applicable √ Not applicable Reasons for not receiving the estimated amount of government grants at the estimated time Applicable √ Not applicable 2. Liabilities in respect of government grants: √ Applicable Not applicable Unit: RMB Include in New grants non-operating Include in other Accounting during the income for the income for the Other changes Asset-related/ Subsidy item item Opening balance period period period for the period Closing balance income-related Funding for environmental protection Deferred 576,455,283.80 51,761,248.56 524,694,035.24 Asset-related income Huanggang pulp-forestry-paper project Deferred 470,994,523.05 25,026,217.80 445,968,305.25 Asset-related income Infrastructure and environmental Deferred 208,320,966.69 11,517,589.44 196,803,377.25 Asset-related protection engineering transformation income project Financial subsidies for technical Deferred 132,614,525.64 1,730,000.00 39,238,509.96 95,106,015.68 Asset-related transformation project income Zhanjiang forestry-pulp-paper project Deferred 46,711,964.27 4,094,632.92 42,617,331.35 Asset-related income Project fund for National Key Technology Deferred 958,425.00 164,700.00 793,725.00 Asset-related Research and Development Program income Others Deferred 33,174,780.01 1,293,455.08 31,881,324.93 Asset-related income Total 1,469,230,468.46 1,730,000.00 133,096,353.76 1,337,864,114.70 312 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XI. Government grants (Continued) 3. Government grants included in profit or loss for the period: √ Applicable Not applicable Unit: RMB Amount for the Amount for the Subsidy item Accounting item period prior period Funding for environmental protection Other gains 51,761,248.56 50,592,141.88 Financial subsidies for technical transformation Other gains 39,699,264.96 52,395,702.39 project Huanggang pulp-forestry-paper project Other gains 25,026,217.80 25,026,217.80 Government awards Other gains 13,580,000.00 7,494,600.00 Sewage treatment and water conservation Other gains 11,517,589.44 11,778,260.39 transformation project Subsidies for social insurance Other gains 11,140,000.00 1,000,000.00 Afforestation subsidy Other gains 4,487,983.85 2,695,823.49 Zhanjiang forestry-pulp-paper project Other gains 4,094,632.92 4,094,632.92 Immediate VAT refund Other gains 3,186,241.18 8,346,328.57 Employment stabilisation subsidy Other gains 1,143,782.30 3,012,954.63 Enterprise reform and development subsidies Other gains 904,184.00 66,394,161.00 Project Funding for National Key Technology Other gains 164,700.00 164,700.00 Research and Development Program Subsidies for foreign trade projects Other gains 46,689.71 116,915.50 R&D subsidy Other gains 4,000.00 500,000.00 Special subsidy from the Bureau of Finance Non-operating 73,730,000.00 income One-time job retention subsidies Other gains 2,125,800.00 Refund of tax Other gains 762,888.19 Others Other gains, 3,221,744.73 4,203,523.72 non-operating income Total 169,978,279.45 314,434,650.48 XII. Risk relating to financial instruments Main financial instruments of the Group include monetary funds, bills receivable, accounts receivable, accounts receivable financing, other receivables, non-current assets due within one year, financial assets held for trading, other current assets, long-term receivables, other non-current financial assets, bills payable, accounts payable, other payables, short-term borrowings, non-current liabilities due within one year, long-term borrowings, bonds payable, lease liabilities and long-term payables. Details of financial instruments refer to related notes. The risks associated with these financial instruments and the risk management policies adopted by the Company to mitigate these risks are described below. The management of the Company manages and monitors these exposures to ensure that the above risks are controlled in a limited extent. 1. Risk management goals and policies The Company aims to seek the appropriate balance between the risks and benefits in order to mitigate the adverse effects on the Company’s financial performance from financial risk. Based on such objectives, the Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and devise corresponding internal control procedures, and to monitor risks faced by the Company. Such risk management policies and internal control systems are reviewed regularly to adapt to changes in market conditions and the Company’s activities. The internal audit department of the Company undertakes both regular and ad-hoc reviews of risk management controls and procedures 2023 ANNUAL REPORT 313 XII Financial Report XII. Risk relating to financial instruments (Continued) 1. Risk management goals and policies (Continued) Risks associated with the financial instrument of the Company mainly include credit risk, liquidity risk, market risk (including exchange rate risk, interest rate risk and commodity price risk). The board of directors is responsible to plan and establish the Company’s risk management structure, make risk management policies and related guidelines, and supervise the implementation of risk management. The Company has already made risk management risks to identify and analyse risks that the Company face. These policies mentioned specific risks, covering market, credit risk and liquidity risk etc. The Company regularly assesses market environment and the operation of the Company changes to determine if to make alteration to risk management policy and systems. The Company’s risk management is implemented by Risk Management Committee according to the approval of the board of directors. The Risk Management Committee works closely with other business department of the Company to identify, evaluating and avoiding certain risks. The Company’s internal audit department will audit the risk management control and procedures regularly and report the result to audit committee of the Company. The Company spreads risks through diverse investment and business lines, and through making risk management policy to reduce risks of single industry, specific area and counterpart. (1) Credit risk Credit risk refers to risk associated with the default of contract obligation of a transaction counterparty resulting in financial losses to the Company. The Company manages credit risk based category. Credit risks mainly arose from bank deposit, bills receivable, accounts receivable, other receivables and long-term receivables etc. The Company’s bank deposit mainly deposits in state-owned banks and other large and medium-sized listed banks. The Company anticipated that the bank deposit does not have significant credit risk. For accounts receivables, other receivables and long-term receivables, the Company set related policies to control exposure of credit risks. The Company evaluates client’s credit quality and set related credit period based on the client’s financial status, credit records and other factors such as current market situation etc. The Company keeps monitor the client’s credit record and for client with deteriorate credit records, the Company will ensure the credit risk is under control in whole by means of written notice of payment collection, shorten or cancel credit period. The Company’s debtor spread over different industry and area. The Company continued to assess the credit evaluation to receivables and purchase credit guarantee insurance if necessary. The biggest credit risk exposure of the Company is the carrying amount of each financial asset in the balance sheet. The Company did not provide financial guarantee which resulted in credit risks. The amount of top 5 accounts receivable of the Company accounted for 36.65% (2022: 30.43%) of the Company’s total accounts receivables. The amount of top 5 other receivable of the Company accounted for 70.32% (2022: 64.05%) of the Company’s total other receivables. 314 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XII. Risk relating to financial instruments (Continued) 1. Risk management goals and policies (Continued) (2) Liquidity risk Liquidity risk refers to the risks that the Company will not be able to meet its obligations associated with its financial liabilities that are settled by delivering cash or other financial assets. To manage the liquidity risk, the Company monitors and maintains a level of cash and cash equivalents to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. The management of the Company monitors the usage of bank borrowings and ensures compliance with the borrowing agreements. In the meantime, we obtain commitments from major financial institutions to provide sufficient standby funds to meet short-term and long-term funding needs. Operating cash of the Company was generated from capital and bank and other borrowings. As at 31 December 2023, the Company’s unused bank loan credit was RMB44,131.5478 million (31 December 2022: RMB42,790.5450 million). The closing balance of financial assets of the Company due within one year amounted to RMB24,568.6892 million, while the closing balance of financial liabilities due within one year amounted to RMB48,230.6088 million. The financial assets due within one year was less than that of financial liabilities. To manage liquidity risk, in 2024, the Company will focus on its major operations, actively divest or dispose non- major operations, and put greater efforts in recovery of financial lease payment. In addition to controlling its capital expenditures, the Company will also strengthen internal control and further lower its costs. The Company will enhance market operations, boost sales volume and enhance corporate efficiency. As at the end of the period, the financial assets, financial liabilities and off balance sheet guarantee held by the Company are analysed by their maturity date as below at their remaining undiscounted contractual cash flows (in RMB’0,000): Closing balance Item Within 1 year 1 to 2 years 2 to 5 years Over 5 years Total Financial assets: Monetary funds 1,208,547.49 1,208,547.49 Financial assets held for trading 4,629.43 4,629.43 Bills receivable 41,160.00 41,160.00 Accounts receivable 307,757.71 307,757.71 Accounts receivable financing 21,588.42 21,588.42 Other receivables 273,484.02 273,484.02 Long-term receivables 29,478.61 6,700.00 36,178.61 Other non-current financial assets 78,156.10 78,156.10 Other current assets 69,994.65 69,994.65 Non-current assets due within one year 529,707.20 529,707.20 Total financial assets 2,456,868.92 29,478.61 6,700.00 78,156.10 2,571,203.63 Financial liabilities: Short-term borrowings 3,344,774.24 3,344,774.24 Bills payable 461,898.65 461,898.65 Accounts payable 390,262.09 390,262.09 Other payables 241,475.21 241,475.21 Non-current liabilities due within one year 374,650.69 374,650.69 Other current liabilities 10,000.00 10,000.00 Long-term borrowings 84,962.58 115,780.76 267,358.11 468,101.45 Lease liabilities 453.22 354.01 5,249.95 6,057.18 Long-term payables 149,201.63 112,355.62 261,557.25 Total financial liabilities and contingent liabilities 4,823,060.88 234,617.43 228,490.39 272,608.06 5,558,776.76 2023 ANNUAL REPORT 315 XII Financial Report XII. Risk relating to financial instruments (Continued) 1. Risk management goals and policies (Continued) (2) Liquidity risk (Continued) As at the end of the prior year, the financial assets, financial liabilities and off-balance sheet guarantee held by the Company are analysed by their maturity date as below at their remaining undiscounted contractual cash flows (in RMB’0,000): Balance as at the end of the prior year Item Within 1 year 1 to 2 years 2 to 5 years Over 5 years Total Financial assets: Monetary funds 1,391,560.08 1,391,560.08 Financial assets held for trading 7,470.84 7,470.84 Accounts receivable 370,056.08 370,056.08 Accounts receivable financing 92,496.04 92,496.04 Other receivables 219,982.47 219,982.47 Long-term receivables 139,749.85 34,634.23 174,384.08 Other non-current financial assets 78,675.08 78,675.08 Other current assets 70,564.90 70,564.90 Non-current assets due within one year 492,071.00 492,071.00 Total financial assets 2,644,201.41 139,749.85 34,634.23 78,675.08 2,897,260.57 Financial liabilities: Short-term borrowings 3,635,232.46 3,635,232.46 Bills payable 312,859.58 312,859.58 Accounts payable 411,496.68 411,496.68 Other payables 185,450.80 185,450.80 Non-current liabilities due within one year 487,609.74 487,609.74 Long-term borrowings 102,329.00 181,247.82 114,646.81 398,223.63 Lease liabilities 408.73 1,338.55 5,485.00 7,232.28 Long-term payables 169,345.00 105,959.87 59,653.02 334,957.89 Total financial liabilities and contingent liabilities 5,032,649.26 272,082.73 288,546.24 179,784.83 5,773,063.06 The financial liabilities disclosed above are based on cash flows that are not discounted and may differ from the carrying amount of the line items of the balance sheet. Maximum guarantee amount for signed guarantee contracts does not represent the amount to be paid. 316 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XII. Risk relating to financial instruments (Continued) 1. Risk management goals and policies (Continued) (3) Market risk Market risk includes interest rate risk and currency risk, refers to the risk that the fair value or future cash flow of a financial instrument will be fluctuated due to the changes in market price. Interest rate risk Interest rate risk refers to the risk that the fair value or future cash flow of a financial instrument will be fluctuated due to the floating rate. Interest rate risk arises from recognised interest-bearing financial instrument and unrecognised financial instrument (e.g. loan commitments). The Company’s interest rate risk arises from long-term interest-bearing liabilities including long-term borrowing and bonds payable. Financial liabilities issued at floating rate expose the Company to cash flow interest rate risk. Financial liabilities issued at fixed rate expose the Company to fair value interest rate risk. The Company determines the relative proportions of its fixed rate and floating rate contracts depending on the prevailing market conditions and to maintain an appropriate combination of financial instruments at fixed rate and floating rate through regular reviews and monitors. The Company continuously monitors the interest rate position of the Company. The Company did not enter into any interest rate hedging arrangements. But the management is responsible to monitor the risks of interest rate and consider to hedge significant interest risk if necessary. Increase in interest rates will increase the cost of new borrowing and the interest expenses with respect to the Company’s outstanding floating rate interest- bearing borrowings, and therefore could have a material adverse effect on the Company’s financial result. The management will make adjustments with reference to the latest market conditions. These adjustments may include enter into interest swap agreement to mitigate its exposure to the interest rate risk. Interest bearing financial instrument held by the Company are as follows (in RMB’0,000): Balance for Balance for Item the year the prior year Financial instrument with fixed interest rate Financial liabilities Of which: Short-term borrowings 3,344,774.24 3,635,232.46 Long-term borrowings 468,101.45 398,223.63 Bonds payable Long-term borrowings due within one year 127,390.27 190,887.34 Bonds payable due within one year 35,000.00 Total 3,940,265.96 4,259,343.43 Financial instrument with float interest rate Financial assets Of which: Monetary funds 1,208,180.01 1,391,210.96 Total 1,208,180.01 1,391,210.96 2023 ANNUAL REPORT 317 XII Financial Report XII. Risk relating to financial instruments (Continued) 1. Risk management goals and policies (Continued) (3) Market risk (Continued) As at 31 December 2023, if the interest rates of borrowings at floating interest rates increase or decrease by 25 basis points with all other factors remain unchanged, the Company’s net profit and shareholders’ equity will increase or decrease by RMB3,733,100 (31 December 2022: RMB3,007,800). The bank’s interest settlement date is generally the 20th of each month, according to the accounting period, so you need to consider the interest rate for the next 11 days, the balance of the current loan * the average borrowing rate for the year * 25%/360 * 11 * 25%. The financial instruments held by the Company at the reporting date expose the Company to fair value interest rate risk. This sensitivity analysis as above has been determined assuming that the change in interest rates had occurred at the reporting date and arisen from the recalculation of the above financial instrument issued at new interest rates. The non-derivative tools issued at floating interest rate held by the Company at the reporting date expose the Company to cash flow interest rate risk. The effect to the net profit and shareholder’s equity illustrated in the sensitivity analysis as above is arisen from the effect to the annual estimate amount of interest expenses or revenue at the floating interest rate. The analysis is performed on the same basis for prior year. Exchange rate risk Exchange risk refers to the risk that the fair value or future cash flows of a financial instrument will be fluctuated due to the changes in foreign currency rates. Foreign currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The principal business of the Company is situated within the PRC and is denominated in RMB. However, foreign exchange risks still exist for the assets and liabilities in foreign currencies and future foreign currency transactions as recognised by the Company (assets and liabilities in foreign currencies and foreign currency transactions are mainly denominated in US dollar, Japanese yen, South Korean Won, Euro, Hong Kong dollar and British pound). The following table details the financial assets and liabilities held by the Company which denominated in foreign currencies and amounted to RMB as at 31 December 2023 are as follows (in RMB’0,000): Liabilities denominated Asset denominated in foreign currency in foreign currency Closing balance Closing balance Item Closing balance of the prior year Closing balance of the prior year USD 60,628.27 130,604.70 45,596.22 88,289.61 EUR 1,460.24 20,033.37 4,305.63 14,744.91 HKD 204.24 100.71 KRW JPY 736.80 768.90 GBP 1.33 1.37 Total 62,088.51 150,638.07 50,844.22 103,905.50 The Group continuously monitors the size of the Group’s foreign currency transactions and foreign currency assets and liabilities to minimise the foreign exchange risks it faces, and for this reason the Group may aim to avoid foreign exchange risk by signing forward foreign exchange contracts or currency swap contracts. 318 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XII. Risk relating to financial instruments (Continued) 1. Risk management goals and policies (Continued) (3) Market risk (Continued) Exchange rate risk (Continued) With other variables unchanged, the after-tax effect of the possible reasonable changes in the exchange rate of foreign currency to RMB on the current profit and loss of the Company is as follows (in RMB’0,000): Increase (decrease) in after-tax profits Balance for the period Balance for the prior period Increase in exchange rate of USD 5% -751.60 5% -2,115.75 Decrease in exchange rate of USD -5% 751.60 -5% 2,115.75 Increase in exchange rate of Euro 5% 142.27 5% -264.42 Decrease in exchange rate of Euro -5% -142.27 -5% 264.42 Other price risks Other price risks refer to the risk of fluctuations caused by changes in market prices other than exchange rate risks and interest rate risks, whether arising from factors related to a single financial instrument or its issuer, or from factors related to all similar financial instruments traded on the market. Other price risks can stem from changes in commodity prices, stock market indexes, equity instrument prices, and other risk variables. Listed equity instrument investments held by the Company classified as financial assets held for trading, other non-current financial assets and other equity instrument investments are measured at fair value on the balance sheet date. Therefore, the Company is subject to the risk of changes in the securities market. The Company monitors closely the impact of price changes on the price risk of the Company’s investment in equity securities. The Company has not taken any measures to avoid other price risks. However, the management is responsible for monitoring other price risks, and will consider holding multiple equity securities portfolios to reduce the price risk of equity securities investment when necessary. With other variables unchanged, the after-tax effect of the change of -38.03% (last year: -32.63%) in equity securities investment prices on the Company’s current profit and loss and other comprehensive income is as follows (unit: RMB’0,000): Increase (decrease) in Increase (decrease) in other after-tax profits comprehensive income Balance for Balance for Balance for the prior Balance for the prior Item the period period the period period Due to the rise in the price of equity securities investment Due to the decline in the price of equity securities investment -2,841.42 -3,617.77 2023 ANNUAL REPORT 319 XII Financial Report XII. Risk relating to financial instruments (Continued) 2. Capital management The objective of the Company’s capital risk management is to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust its financing methods, adjust the number of dividends paid to shareholders, return capital to shareholders, issue new shares or disposes assets to reduce its liabilities. The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net liabilities divided by total capital. As at 31 December 2023, the Company’s gearing ratio is 73.46% (31 December 2022: 71.85%). 3. Financial assets (1) By transfer method √ Applicable Not applicable Unit: RMB Nature of financial Amount of financial Confirmation of Transfer Method assets transferred assets transferred derecognition Basis for derecognition Transfer Agreement Financial lease receivables 369,762,057.02 Derecognised If the Company transfers substantially all the risks and rewards of ownership of the financial asset to the transferee Transfer Agreement Factoring receivables 27,600,041.68 Derecognised If the Company transfers substantially all the risks and rewards of ownership of the financial asset to the transferee Total 397,362,098.70 (2) Financial assets derecognised due to transfer √ Applicable Not applicable Unit: RMB Gains or losses Method of financial Amount of financial associated with Item assets transfer assets derecognised derecognition Financial lease receivables from Ningxia Jianlong Special Steel Co Ltd Transfer Agreement 369,762,057.02 30,237,942.98 Factoring receivables from Yueqing Zhongneng Commercial Management Co., Ltd. Transfer Agreement 27,600,041.68 Total 397,362,098.70 30,237,942.98 320 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XII. Risk relating to financial instruments (Continued) 3. Financial assets (Continued) (3) Continuous involvement in the transferred financial asset Applicable √ Not applicable XIII. Fair value disclosure 1. Fair value of assets and liabilities measured at fair value as at the end of the period Based on the inputs of the lowest level that are of great significance to the measurement as a whole in the fair value measurement, the fair value can be categorised as: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Observable inputs other than the quoted market price of assets or liabilities in Level 1, either directly (the prices) or indirectly (derived from prices). Level 3: Any input that is not based on observable market data (unobservable inputs) is used for assets or liabilities. (1) Items and amounts measured at fair value As at the end of the period, assets and liabilities measured at fair value are listed as follows based on the three hierarchies as set out above: Unit: RMB Fair value Fair value Fair value measurements measurements measurements categorised into categorised into categorised into Item Level 1 Level 2 Level 3 Total I. Measurement of fair value on an ongoing basis (i) Financial assets held for trading 46,294,291.71 46,294,291.71 1. Debt instruments investments 2. Equity instrument investments 46,294,291.71 46,294,291.71 (ii) Accounts receivable financing 215,884,249.97 215,884,249.97 (iii) Other non-current financial assets 781,561,040.57 781,561,040.57 (iv) Biological assets 1,483,978,089.61 1,483,978,089.61 1. Consumable biological assets 1,483,978,089.61 1,483,978,089.61 Total assets measured at fair value on an ongoing basis 46,294,291.71 2,481,423,380.15 2,527,717,671.86 II. Non-continuous measurement of fair value Identifiable assets of the acquiree acquired in a business combination not under common control 183,330,768.93 183,330,768.93 Total assets measured at fair value not on an ongoing basis 183,330,768.93 183,330,768.93 Identifiable liabilities of the acquiree acquired in a business combination not under common control 182,760,158.04 182,760,158.04 Total liabilities measured at fair value not on an ongoing basis 182,760,158.04 182,760,158.04 2023 ANNUAL REPORT 321 XII Financial Report XIII. Fair value disclosure (Continued) 1. Fair value of assets and liabilities measured at fair value as at the end of the period (Continued) (2) Quantitative information about significant unobservable inputs used in the level 3 fair value measurement that are significant Unit: RMB Fair value as at the Item end of the period Valuation techniques Unobservable inputs Range Equity instrument investments: Shandong Hongqiao Venture Capital Co., Ltd. 78,170,000.00 Cost method Weifang Chenchuang Equity Investment Fund 400,041,731.59 See explanation for Partnership (Limited Partnership) details Jiaohui Chenming Zhuli (Suzhou) Emerging 259,057,284.79 See explanation for Industry Development Fund Partnership details (Limited Partnership) Consumable biological assets: Forestry 1,483,978,089.61 Roll back method of Unit price per tonne of Eucalyptus RMB560 market price wood RMB555 Unit price per tonne of wet pine RMB625 Unit price per tonne of fir wood Explanation: The Company has no active trading market for Weifang Chenchuang Equity Investment Fund Partnership (Limited Partnership) and Jiaohui Chenming Zhuli (Suzhou) Emerging Industry Development Fund Partnership (Limited Partnership). Due to the withdrawal or entry of shareholders of the underlying companies during the period, the Company calculates their fair values at the end of the period with reference to the changes in transaction prices of shareholders. XIV. Related parties and related party transactions 1. Parent company of the Company Shareholding of the Voting right of the Place of parent company parent company Name of parent company incorporation Business Business nature Registered capital in the Company in the Company Chenming Holdings Co., Ltd. Shouguang Investment in manufacture of paper, electricity, 1,238,787,700 27.78% 27.78% steam, and arboriculture Description of the parent company of the Company: The ultimate controller of the Company is Shouguang State-owned Assets Supervision and Administration Office. 2. Subsidiaries of the Company For details of the Company’s subsidiaries, please refer to Note IX. 1. 322 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XIV. Related parties and related party transactions (Continued) 3. Joint ventures and associates of the Company For details of material joint ventures and associates of the Company, please refer to Note IX. 3. Balance of related party transaction between the Company and its joint ventures or associates during the period or prior periods are as follows: Name of joint ventures or associates Relation Weifang Port Wood Chip Terminal Co., Ltd. A joint venture of the Company Shouguang Meite Environmental Technology Co., Ltd. A joint venture of the Company Weifang Xingxing United Chemical Co., Ltd. A joint venture of the Company Shouguang Chenming Huisen New-style Construction A joint venture of the Company Materials Co., Ltd. Wuhan Chenming Hanyang Paper Holdings Co., Ltd. An associate of the Company Chenming (Qingdao) Asset Management Co., Ltd. An associate of the Company Guangdong Nanyue Bank Co., Ltd. An associate of the Company Xuchang Chenming Paper Co., Ltd. An associate of the Company 4. Other related parties Name of other related parties Relation Shouguang Huixin Construction Materials Co., Ltd. A subsidiary of a company invested by the Directors and Senior Management of the Company Lide Technology Co., Ltd. A subsidiary of a company invested by the Directors and Senior Management of the Company Shouguang Chenming Guangyuan Real Property A subsidiary of a company invested by the Directors Company Limited and Senior Management of the Company Chen Hongguo, Hu Changqing, Li Xingchun, Li Weixian, Key management personnel of the Company Li Xueqin, Li Feng, Dong Lianming, Yuan Xikun, Li Zhenzhong, Li Mingtang, Ge Guangming, Li Kang, Qiu Lanju and Sang Ailing 2023 ANNUAL REPORT 323 XII Financial Report XIV. Related parties and related party transactions (Continued) 5. Related party transactions (1) Purchase and sales of goods and rendering and receiving services Table on purchase of goods/receiving of services Unit: RMB Whether the transaction Details of related Amount for Transaction facility is Amount for Related party party transaction the period facility approved exceeded the prior period Weifang Port Wood Chip Port miscellaneous Terminal Co., Ltd. expenses 78,803,278.24 N/A No 63,328,942.04 Table on sales of goods/providing of services Unit: RMB Details of related party Amount for Amount for Related party transaction the period the prior period Shouguang Chenming Huisen New-style Construction Materials Co., Ltd. Sales of electricity and steam 16,738,082.47 18,254,341.50 Shouguang Huixin Construction Materials Co., Ltd. Sales of cement, coal, oil, etc. 141,035.23 190,846.21 (2) Related party leasing The Company as lessor: Unit: RMB Lease income Lease income recognised recognised for the current for the previous Name of lessee Type of leased asset period period Shouguang Meite Environmental Technology Co., Ltd. Housing 1,467,889.91 1,467,889.91 Chenming (Qingdao) Asset Management Co., Ltd. Housing 789,102.99 769,053.72 Lide Technology Co., Ltd. Housing 1,898,020.91 1,795,618.08 Shouguang Chenming Huisen New-style Construction Materials Co., Ltd. Land 222,477.07 220,183.49 Shouguang Huixin Construction Materials Co., Ltd. Land 123,853.21 123,853.21 324 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XIV. Related parties and related party transactions (Continued) 5. Related party transactions (Continued) (3) Related party guarantee The Company as guarantor Unit: RMB Whether performance Amount under Commencement Expiry date of guarantee Party being guaranteed guarantee date of guarantee of guarantee is completed Weifang Port Wood Chip Terminal Co., Ltd. 95,600,000.00 2017-12-20 2027-12-20 No Shouguang Meilun Paper Co., Ltd. 364,394,014.75 2023-6-19 2024-6-19 No Shouguang Meilun Paper Co., Ltd. 88,180,874.40 2023-6-27 2024-6-27 No Shouguang Meilun Paper Co., Ltd. 99,947,491.87 2023-7-5 2024-7-5 No Shouguang Meilun Paper Co., Ltd. 91,760,456.12 2023-7-25 2024-7-25 No Shouguang Meilun Paper Co., Ltd. 20,000,000.00 2023-8-25 2024-8-24 No Shouguang Meilun Paper Co., Ltd. 10,000,000.00 2023-2-28 2024-2-27 No Shouguang Meilun Paper Co., Ltd. 205,066,883.19 2023-7-12 2024-1-9 No Shouguang Meilun Paper Co., Ltd. 34,000,000.00 2023-7-28 2024-7-27 No Shouguang Meilun Paper Co., Ltd. 34,967,515.54 2023-8-9 2024-2-6 No Shouguang Meilun Paper Co., Ltd. 20,000,000.00 2023-8-25 2024-8-23 No Shouguang Meilun Paper Co., Ltd. 200,000,000.00 2023-4-25 2024-4-24 No Shouguang Meilun Paper Co., Ltd. 50,000,000.00 2023-7-12 2024-7-12 No Shouguang Meilun Paper Co., Ltd. 285,000,000.00 2023-12-15 2024-6-12 No Shouguang Meilun Paper Co., Ltd. 90,000,000.00 2023-10-23 2024-10-23 No Shouguang Meilun Paper Co., Ltd. 189,952,001.13 2023-12-18 2024-6-17 No Shouguang Meilun Paper Co., Ltd. 43,000,000.00 2023-12-19 2024-12-18 No Shouguang Meilun Paper Co., Ltd. 10,000,000.00 2023-12-26 2024-4-10 No Shouguang Meilun Paper Co., Ltd. 10,000,000.00 2023-12-26 2024-4-10 No Hainan Chenming Technology Co., Ltd. 50,000,000.00 2023-3-30 2024-3-30 No Hainan Chenming Technology Co., Ltd. 71,500,000.00 2023-11-28 2024-5-26 No Hainan Chenming Technology Co., Ltd. 28,500,000.00 2023-11-30 2024-5-28 No Hainan Chenming Technology Co., Ltd. 43,000,000.00 2023-8-10 2024-2-2 No Hainan Chenming Technology Co., Ltd. 29,000,000.00 2023-8-16 2024-2-5 No Hainan Chenming Technology Co., Ltd. 100,000,000.00 2023-9-28 2024-3-27 No Hainan Chenming Technology Co., Ltd. 100,000,000.00 2023-11-30 2024-5-29 No Huanggang Chenming Pulp & Paper Co., Ltd. 90,000,000.00 2023-5-23 2024-5-22 No Huanggang Chenming Pulp & Paper Co., Ltd. 20,000,000.00 2023-4-27 2024-4-26 No Huanggang Chenming Pulp & Paper Co., Ltd. 30,000,000.00 2023-7-18 2024-7-17 No Huanggang Chenming Pulp & Paper Co., Ltd. 45,000,000.00 2023-8-10 2024-8-9 No Huanggang Chenming Pulp & Paper Co., Ltd. 20,000,000.00 2023-8-18 2024-8-16 No Huanggang Chenming Pulp & Paper Co., Ltd. 120,000,000.00 2023-7-12 2024-7-11 No 2023 ANNUAL REPORT 325 XII Financial Report XIV. Related parties and related party transactions (Continued) 5. Related party transactions (Continued) (3) Related party guarantee (Continued) Whether performance Amount under Commencement Expiry date of guarantee Party being guaranteed guarantee date of guarantee of guarantee is completed Huanggang Chenming Pulp & Paper Co., Ltd. 50,000,000.00 2023-9-28 2024-9-28 No Huanggang Chenming Pulp & Paper Co., Ltd. 50,000,000.00 2023-10-13 2024-10-13 No Huanggang Chenming Pulp & Fiber Trading Co., Ltd. 10,000,000.00 2023-8-31 2024-8-30 No Huanggang Chenming Pulp & Fiber Trading Co., Ltd. 10,000,000.00 2023-9-26 2024-9-26 No Huanggang Chenming Pulp & Fiber Trading Co., Ltd. 10,000,000.00 2023-11-13 2024-11-13 No Huanggang Chenming Pulp & Fiber Trading Co., Ltd. 10,000,000.00 2023-11-24 2024-11-22 No Jilin Chenming Paper Co., Ltd. 18,000,000.00 2023-6-27 2024-5-10 No Jilin Chenming Paper Co., Ltd. 63,999,300.00 2023-9-14 2024-3-7 No Jilin Chenming Paper Co., Ltd. 200,000,000.00 2023-12-15 2025-12-15 No Jilin Chenming Paper Co., Ltd. 63,640,000.00 2023-10-13 2024-4-13 No Jilin Chenming Paper Co., Ltd. 100,000,000.00 2023-12-29 2024-6-27 No Jiangxi Chenming Paper Co., Ltd. 70,000,000.00 2023-4-20 2024-4-19 No Jiangxi Chenming Paper Co., Ltd. 160,000,000.00 2023-5-24 2024-5-22 No Jiangxi Chenming Paper Co., Ltd. 60,000,000.00 2023-5-25 2024-5-22 No Jiangxi Chenming Paper Co., Ltd. 10,000,000.00 2023-6-12 2024-6-7 No Jiangxi Chenming Paper Co., Ltd. 30,000,000.00 2023-6-13 2024-6-11 No Jiangxi Chenming Paper Co., Ltd. 80,000,000.00 2023-6-16 2024-6-15 No Jiangxi Chenming Paper Co., Ltd. 50,000,000.00 2023-6-19 2024-5-22 No Jiangxi Chenming Paper Co., Ltd. 250,000,000.00 2023-6-19 2024-6-13 No Jiangxi Chenming Paper Co., Ltd. 20,000,000.00 2023-6-20 2024-6-17 No Jiangxi Chenming Paper Co., Ltd. 20,000,000.00 2023-6-21 2024-6-17 No Jiangxi Chenming Paper Co., Ltd. 17,924,293.14 2023-6-25 2024-6-20 No Jiangxi Chenming Paper Co., Ltd. 10,000,000.00 2023-6-29 2024-6-24 No Jiangxi Chenming Paper Co., Ltd. 250,000,000.00 2023-6-30 2024-6-28 No Jiangxi Chenming Paper Co., Ltd. 13,682,900.00 2023-8-16 2024-2-16 No Jiangxi Chenming Paper Co., Ltd. 8,238,396.39 2023-9-12 2024-3-8 No Jiangxi Chenming Paper Co., Ltd. 100,000,000.00 2023-7-5 2024-7-4 No Jiangxi Chenming Paper Co., Ltd. 1,636,736.70 2023-8-8 2024-6-20 No Jiangxi Chenming Paper Co., Ltd. 10,000,000.00 2023-9-5 2024-8-30 No Jiangxi Chenming Paper Co., Ltd. 438,970.16 2023-9-5 2024-6-20 No Jiangxi Chenming Paper Co., Ltd. 97,400,000.00 2023-9-20 2024-3-18 No Jiangxi Chenming Paper Co., Ltd. 96,050,000.00 2023-9-20 2024-3-18 No Jiangxi Chenming Paper Co., Ltd. 12,000,000.00 2023-9-26 2024-3-22 No Jiangxi Chenming Paper Co., Ltd. 14,000,000.00 2023-12-18 2024-6-14 No Jiangxi Chenming Paper Co., Ltd. 3,339,000.00 2023-12-25 2024-9-30 No Jiangxi Chenming Paper Co., Ltd. 10,000,000.00 2023-9-27 2024-9-20 No 326 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XIV. Related parties and related party transactions (Continued) 5. Related party transactions (Continued) (3) Related party guarantee (Continued) Whether performance Amount under Commencement Expiry date of guarantee Party being guaranteed guarantee date of guarantee of guarantee is completed Shouguang Chenming Import and Export Trade Co., Ltd. 150,000,000.00 2023-12-21 2024-6-19 No Shandong Chenming Paper Sales Co., Ltd. 50,000,000.00 2023-1-5 2024-1-2 No Shandong Chenming Paper Sales Co., Ltd. 50,000,000.00 2023-1-12 2024-1-8 No Shandong Chenming Paper Sales Co., Ltd. 330,033,668.83 2023-4-6 2024-4-8 No Shandong Chenming Paper Sales Co., Ltd. 129,933,410.35 2023-4-6 2024-4-8 No Shandong Chenming Paper Sales Co., Ltd. 150,000,000.00 2023-8-9 2024-2-5 No Shandong Chenming Paper Sales Co., Ltd. 296,829,334.44 2023-8-14 2024-8-14 No Shandong Chenming Paper Sales Co., Ltd. 111,125,326.61 2023-9-18 2024-9-18 No Shandong Chenming Paper Sales Co., Ltd. 54,723,975.97 2023-9-26 2024-9-26 No Shandong Chenming Paper Sales Co., Ltd. 181,517,502.43 2023-10-7 2024-10-7 No Shandong Chenming Paper Sales Co., Ltd. 198,262,078.03 2023-10-7 2024-10-7 No Shandong Chenming Paper Sales Co., Ltd. 50,000,000.00 2023-10-18 2024-10-11 No Shandong Chenming Paper Sales Co., Ltd. 40,000,000.00 2023-11-28 2024-11-28 No Shandong Chenming Paper Sales Co., Ltd. 160,000,000.00 2023-12-19 2024-6-17 No Shandong Chenming Paper Sales Co., Ltd. 260,000,000.00 2023-12-19 2024-6-17 No Shanghai Chenming Pulp & Paper Sales Co., Ltd. 10,000,000.00 2023-5-29 2024-5-25 No Shanghai Chenming Pulp & Paper Sales Co., Ltd. 50,000,000.00 2023-8-24 2024-2-23 No Shanghai Chenming Pulp & Paper Sales Co., Ltd. 4,500,000.00 2023-11-21 2024-11-20 No Kunshan Tuoan Plastic Products Co., Ltd 20,000,000.00 2023-2-27 2024-2-26 No Kunshan Tuoan Plastic Products Co., Ltd 5,000,000.00 2023-9-8 2024-2-26 No Kunshan Tuoan Plastic Products Co., Ltd 10,000,000.00 2023-8-9 2024-2-9 No Kunshan Tuoan Plastic Products Co., Ltd 5,000,000.00 2023-9-27 2024-3-26 No Kunshan Tuoan Plastic Products Co., Ltd 5,000,000.00 2023-9-27 2024-9-26 No Chenming (HK) Limited 15,480,000.00 2023-12-7 2024-2-2 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 21,000,000.00 2023-1-16 2024-1-15 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 15,000,000.00 2023-1-20 2024-1-19 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 14,000,000.00 2023-1-30 2024-1-29 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 125,000,000.00 2023-2-23 2024-3-20 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 80,000,000.00 2023-2-23 2024-3-20 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 50,000,000.00 2023-3-23 2024-3-21 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 68,000,000.00 2023-4-24 2024-4-20 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 72,000,000.00 2023-4-21 2024-4-19 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 74,500,000.00 2023-5-25 2024-5-24 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 209,000,000.00 2023-6-8 2024-5-26 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 50,000,000.00 2023-6-25 2024-6-24 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 81,200,000.00 2023-6-19 2024-6-19 No 2023 ANNUAL REPORT 327 XII Financial Report XIV. Related parties and related party transactions (Continued) 5. Related party transactions (Continued) (3) Related party guarantee (Continued) Whether performance Amount under Commencement Expiry date of guarantee Party being guaranteed guarantee date of guarantee of guarantee is completed Zhanjiang Chenming Pulp & Paper Co., Ltd. 70,000,000.00 2023-6-21 2024-6-20 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 67,000,000.00 2023-7-14 2024-1-10 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 45,000,000.00 2023-7-19 2024-1-15 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 50,000,000.00 2023-7-20 2024-1-10 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 65,000,000.00 2023-7-19 2024-1-15 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 200,000,000.00 2023-7-21 2024-7-20 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 40,000,000.00 2023-7-24 2024-7-23 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 100,000,000.00 2023-7-28 2024-7-27 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 200,000,000.00 2023-7-26 2024-1-22 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 100,000,000.00 2023-8-8 2024-8-7 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 100,000,000.00 2023-8-11 2024-8-10 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 3,900,000.00 2023-8-11 2024-8-10 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 67,000,000.00 2023-8-14 2024-8-13 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 59,000,000.00 2023-8-14 2024-8-13 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 100,000,000.00 2023-8-24 2024-8-23 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 100,000,000.00 2023-9-27 2024-9-26 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 6,000,000.00 2023-9-27 2024-3-5 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 10,500,000.00 2023-9-27 2024-3-26 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 200,000,000.00 2023-10-11 2024-4-8 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 78,000,000.00 2023-10-11 2024-10-11 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 113,000,000.00 2023-10-12 2024-10-12 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 30,000,000.00 2023-11-10 2024-4-29 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 98,700,000.00 2023-11-17 2024-5-16 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 50,000,000.00 2023-11-21 2024-5-20 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 40,000,000.00 2023-11-28 2024-5-27 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 85,500,000.00 2023-11-29 2024-11-21 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 50,290,000.00 2023-11-29 2024-5-29 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 6,000,000.00 2023-12-4 2024-11-26 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 6,000,000.00 2023-12-8 2024-6-5 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 100,000,000.00 2023-12-9 2024-12-8 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 40,000,000.00 2023-12-19 2024-6-18 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 50,290,000.00 2023-12-11 2024-4-23 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 65,000,000.00 2023-7-12 2024-1-12 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 85,000,000.00 2023-7-17 2024-1-17 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 10,500,000.00 2023-7-24 2024-1-24 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 70,000,000.00 2023-8-7 2024-2-7 No 328 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XIV. Related parties and related party transactions (Continued) 5. Related party transactions (Continued) (3) Related party guarantee (Continued) Whether performance Amount under Commencement Expiry date of guarantee Party being guaranteed guarantee date of guarantee of guarantee is completed Zhanjiang Chenming Pulp & Paper Co., Ltd. 186,000,000.00 2023-9-27 2024-3-27 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 39,600,000.00 2023-10-7 2024-4-7 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 100,000,000.00 2023-10-12 2024-4-12 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 98,000,000.00 2023-10-13 2024-4-13 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 60,200,000.00 2023-11-23 2024-5-23 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 40,000,000.00 2023-11-24 2024-5-24 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 65,000,000.00 2023-11-23 2024-5-23 No Jiangxi Chenming Paper Co., Ltd. 30,000,000.00 2023-9-8 2026-8-22 No Jiangxi Chenming Paper Co., Ltd. 29,450,000.00 2023-3-31 2024-9-30 No Jiangxi Chenming Paper Co., Ltd. 31,350,000.00 2023-3-31 2024-9-30 No Jiangxi Chenming Paper Co., Ltd. 2,422,500.00 2023-5-9 2024-9-30 No Jiangxi Chenming Paper Co., Ltd. 5,300,000.00 2023-6-27 2024-9-30 No Jiangxi Chenming Paper Co., Ltd. 3,359,000.00 2023-8-7 2024-9-30 No Jiangxi Chenming Paper Co., Ltd. 20,988,806.62 2022-7-1 2024-7-1 No Jiangxi Chenming Paper Co., Ltd. 30,000,000.00 2023-12-4 2025-6-3 No Shanghai Chenming Pulp & Paper Sales Co., Ltd. 9,750,000.00 2023-2-13 2026-2-12 No Kunshan Tuoan Plastic Products Co., Ltd 10,000,000.00 2023-9-27 2024-10-26 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 98,000,000.00 2021-1-5 2024-1-4 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 85,000,000.00 2022-5-31 2024-5-30 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 20,000,000.00 2022-6-17 2024-6-16 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 20,000,000.00 2022-6-17 2024-12-16 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 120,000,000.00 2022-6-17 2025-6-16 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 42,300,000.00 2022-10-25 2024-10-19 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 33,900,000.00 2023-12-26 2025-1-24 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 104,316,080.98 2022-6-29 2025-6-29 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 77,000,000.00 2023-3-31 2026-3-29 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 150,000,000.00 2023-6-2 2026-6-2 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 84,770,798.65 2023-6-20 2026-6-20 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 300,000,000.00 2023-7-12 2026-7-12 No Zhanjiang Chenming Pulp & Paper Co., Ltd. 200,000,000.00 2023-11-8 2028-11-8 No Total 12,524,711,316.30 2023 ANNUAL REPORT 329 XII Financial Report XIV. Related parties and related party transactions (Continued) 5. Related party transactions (Continued) (4) Related party lending and borrowing Unit: RMB Commencement Related party Borrowing amount date Expiry date Description Borrowing Chenming Holdings Co., Ltd. 364,700,000.00 2023-1-1 2023-12-31 Controlling shareholder Guangdong Nanyue Bank Co., Ltd. 2,069,060,000.00 2023-1-1 2023-12-31 Associate (5) Remuneration of key management staff The Company has 23 key management staff for the period and 24 for the prior period. The remuneration payment is as follows: Unit: RMB’0,000 Amount during Amount during Item the period the prior period Remuneration of key management staff 2,361.67 2,752.06 Distribution band of remuneration of key management staff Amount during Amount during the year the prior year Band of annual remuneration (RMB’0,000) (RMB’0,000) Total 2,361.67 2,752.06 Of which: (number of staff in each band of amount) RMB4.80-5.20 million 1 RMB4.00-4.80 million 1 RMB3.60-4.00 million RMB3.20-3.60 million 1 RMB2.80-3.20 million 1 RMB2.40-2.80 million 1 RMB2.00-2.40 million 2 1 RMB1.60-2.00 million 1 5 RMB1.20-1.60 million 4 1 RMB0.80-1.20 million 2 Below RMB0.80 million 12 14 330 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XIV. Related parties and related party transactions (Continued) 5. Related party transactions (Continued) (5) Remuneration of key management staff (Continued) Breakdown of remuneration of key management staff Amount during the year (RMB’0,000) Social welfare contribution Salaries, Of which: allowances Social Pension Housing Total Key management staff Fees Bonuses and benefits insurance insurance fund (RMB’0,000) Yin Meiqun 20.00 20.00 Yang Biao 20.00 20.00 Sun Jianfei 20.00 20.00 Li Zhihui 20.00 20.00 Subtotal of independent non-executive Directors 80.00 80.00 Li Chuanxuan 20.00 20.00 Han Tingde 20.00 20.00 Subtotal of non-executive Directors 40.00 40.00 Chen Hongguo 308.90 6.93 4.42 1.59 317.42 Hu Changqing 188.78 9.93 6.04 2.54 201.25 Li Xingchun 420.00 420.00 Li Feng 135.86 6.93 4.42 1.59 144.38 Li Weixian 216.56 11.32 6.79 5.08 232.96 Subtotal of executive Directors 1,270.10 35.11 21.67 10.80 1,316.01 Li Kang 75.78 6.93 4.42 1.59 84.30 Pan Ailing 10.00 10.00 Zhang Hong 10.00 10.00 Qiu Lanju 66.95 6.46 4.07 1.62 75.03 Sang Ailing 17.60 3.64 2.27 0.85 22.09 Total of Supervisors 180.33 17.03 10.76 4.06 201.42 Subtotal of other Senior Management members 674.44 40.17 25.47 9.63 724.24 Total 2,244.87 92.31 57.90 24.49 2,361.67 2023 ANNUAL REPORT 331 XII Financial Report XIV. Related parties and related party transactions (Continued) 5. Related party transactions (Continued) (5) Remuneration of key management staff (Continued) Breakdown of remuneration of key management staff (Continued) Amount during the year (RMB’0,000) Social welfare contribution Salaries, Of which: allowances Social Pension Housing Total Key management staff Fees Bonuses and benefits insurance insurance fund (RMB’0,000) Yin Meiqun 20.00 20.00 Yang Biao 20.00 20.00 Sun Jianfei 20.00 20.00 Li Zhihui 10.00 10.00 Subtotal of independent non-executive Directors 70.00 70.00 Li Chuanxuan 20.00 20.00 Han Tingde 20.00 20.00 Subtotal of non-executive Directors 40.00 40.00 Chen Hongguo 352.24 6.22 3.95 1.53 359.99 Hu Changqing 216.85 6.22 3.95 1.58 224.65 Li Xingchun 480.00 480.00 Li Feng 187.28 6.22 3.95 1.53 195.03 Li Weixian 240.81 10.54 6.26 4.69 256.04 Subtotal of executive Directors 1,477.18 29.20 18.11 9.33 1,515.71 Li Kang 59.20 6.23 3.95 1.53 66.96 Pan Ailing 10.00 10.00 Zhang Hong 10.00 10.00 Qiu Lanju 54.86 6.16 3.82 1.53 62.55 Sang Ailing 18.00 3.65 2.28 0.85 22.50 Total of Supervisors 152.06 16.04 10.05 3.91 172.01 Subtotal of other Senior Management 904.93 39.61 24.88 9.80 954.34 Total 2,644.17 84.85 53.04 23.04 2,752.06 Note: Social welfare contribution includes basic pension insurance, medical insurance, work-related injury insurance, maternity insurance, and unemployment insurance 332 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XIV. Related parties and related party transactions (Continued) 5. Related party transactions (Continued) (5) Remuneration of key management staff (Continued) The 5 highest paid individuals of the Company during the year included 4 directors of the Company and 1 other senior management personnel. The remuneration range of 1 senior management personnel was RMB1.6 million to RMB2 million, with an annual salary of RMB1.6967 million, social insurance of RMB64,600 (including pension insurance of RMB40,700), and housing provident fund of RMB16,200. A. Remuneration of the five highest paid individuals Amounts during Amounts during Item the period the prior year Salaries, allowances and benefits 1,295.83 1,477.18 Housing provident fund 10.83 9.33 Social welfare contribution 34.64 29.20 Of which: Pension insurance 21.32 18.11 Total 1,341.30 1,515.71 B. Distribution band of remuneration of the five highest paid individuals Number of individuals Number of individuals Band of annual remuneration during the year during the prior year RMB4.80-5.20 million 1 RMB4.00-4.80 million 1 RMB3.20-3.60 million 1 RMB2.80-3.20 million 1 RMB2.40-2.80 million 1 RMB2.00-2.40 million 2 1 RMB1.60-2.00 million 1 1 RMB1.20-1.60 million For the financial year ended 31 December 2023, no other bonuses, which are discretionary or are based on the Company’s, the Company’s or any member of the Company’s performance, were paid to or receivable by the 5 highest paid individuals, and no other emoluments were paid by the Company to the Directors of the Company and the 5 highest paid individuals as an inducement to join or upon joining the Company or as compensation for loss of office. None of the Directors waived any emoluments during the year. 2023 ANNUAL REPORT 333 XII Financial Report XIV. Related parties and related party transactions (Continued) 6. Related party accounts receivable and accounts payable (1) Accounts receivables Unit: RMB Closing balance Opening balance Bad debt Bad debt Item Related party Book balance provision Book balance provision Accounts receivable Shouguang Chenming Huisen New-style 1,856,833.50 1,392.06 Construction Materials Co., Ltd. Accounts receivable Shouguang Meite Environmental 6,782,462.48 1,774,117.95 Technology Co., Ltd. Accounts receivable Chenming (Qingdao) Asset Management 2,359.03 23.18 Co., Ltd. Other receivables Weifang Port Wood Chip Terminal 75,554,749.84 8,991,998.46 71,722,249.85 3,755,227.15 Co., Ltd. Other receivables Shouguang Meite Environmental 10,427,200.00 2,102,653.38 18,291,242.68 1,779,523.20 Technology Co., Ltd. Other receivables Xuchang Chenming Paper Co., Ltd. 327,400.00 6,791.28 Other receivables Wuhan Chenming Hanyang Paper 227,252,701.60 Holdings Co., Ltd. Payments in advance Shouguang Meite Environmental 6,370,726.99 Technology Co., Ltd. (2) Accounts payable Unit: RMB Closing book Opening book Item Related party balance balance Accounts payable Weifang Port Wood Chip Terminal Co., Ltd. 6,932,747.45 19,479,518.82 Accounts payable Shouguang Meite Environmental Technology Co., Ltd. 12,973,303.12 Accounts payable Weifang Xingxing United Chemical Co., Ltd. 26,905,494.34 26,905,494.34 Accounts payable Wuhan Chenming Hanyang Paper Holdings Co., Ltd 14,334,304.63 Accounts payable Wuhan Chenming Qianneng Electric Power Co., Ltd. 72,483.77 Other payables Weifang Xingxing United Chemical Co., Ltd. 16,860,000.00 16,860,000.00 Other payables Chenming Holdings Co., Ltd. 135,612,917.24 Other payables Lide Technology Co., Ltd. 559,897.05 508,619.46 Other payables Chenming (Qingdao) Asset Management Co., Ltd. 115,583.42 116,656.55 Other payables Wuhan Chenming Hanyang Paper Holdings Co., Ltd. 305,000,000.00 Contract liabilities Shouguang Huixin Construction Materials Co., Ltd. 20,000.00 Payments in advance Chenming (Qingdao) Asset Management Co., Ltd. 2,000.00 334 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XIV. Related parties and related party transactions (Continued) 6. Related party accounts receivable and accounts payable (Continued) (3) Deposits with related parties Unit: RMB Item Related party Closing balance Opening balance Bank deposit Guangdong Nanyue Bank Co., Ltd. 7,189,314.62 10,069,515.51 Other monetary funds Guangdong Nanyue Bank Co., Ltd. 1,311,200,000.00 927,400,000.00 (4) Loans from related parties Unit: RMB Item Related party Closing balance Opening balance Short-term borrowings Guangdong Nanyue Bank Co., Ltd. 2,069,060,000.00 1,909,100,000.00 2023 ANNUAL REPORT 335 XII Financial Report XV. Share-based Payment 1. General information of share-based payment √ Applicable Not applicable Unit: RMB Granted during the period Exercised during the period Unlocked during the period Lapsed during the period Grant Item Category Quantity Amount Quantity Amount Quantity Amount Quantity Amount Management 22,645,800.00 22,645,800.00 Total 22,645,800.00 22,645,800.00 Share options or other equity instruments outstanding at the end of the period. √ Applicable Not applicable Share options outstanding at the end of the period Other equity instruments issued at the end of the period Remaining Range of duration of Range of Grant Item Category exercise prices the contract exercise prices Remaining duration of the contract Management – Restricted shares eligible for the first release period of the 2020 A Share Restricted Share Incentive Plan were unlocked in July 2022, the conditions for the release of restricted shares for the second release period were not fulfilled, and the procedure was carried out to consider the repurchase of the registrations in July 2023, and the time for the third release period was July 2025. Other explanation: 1. The Company held the ninth extraordinary meeting of the ninth session of the Board of Directors on 30 March 2020, and on 15 May 2020, the Company convened the second extraordinary shareholders’ meeting for 2020, the first shareholders’ meeting for 2020 for the domestic listed share class and the first shareholders’ meeting for 2020 for the overseas listed share class, at which matters relating to the Company’s 2020 Restricted A Share Incentive Scheme were considered and approved. Matters relating to the Company’s 2020 Restricted A Share Incentive Scheme were considered and approved, and 79,600,000 A Restricted Shares were granted to 111 incentive objects at a grant price of RMB2.85 per share on 29 May 2020. 2. On 15 July 2020, 79,600,000 A Restricted Shares granted to the incentive objects were issued and listed. 3. On 18 July 2022, the Company convened the Second Interim Meeting of the Tenth Session of the Board of Directors and the First Interim Meeting of the Tenth Session of the Supervisory Board, at which the Company considered and approved the “Resolution on the Adjustment to the Repurchase Price of the 2020 Restricted A Share Incentive Scheme and Repurchase and Cancellation of Certain Restricted Shares.”, the number of the target group for the unlocking of the restricted shares is 96, and the number of shares available for unlocking is 29,948,000 336 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XV. Share-based Payment (Continued) 1. General information of share-based payment (Continued) On 27 July 2022, 29,948,000 A shares of restricted shares released from restricted sale were listed for trading. On 18 October 2022, the Company completed the repurchase and cancellation procedures of 4,466,000 A shares of restricted shares at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. 4. On 17 July 2023, the Company convened the Ninth Interim Meeting of the Tenth Session of the Board of Directors and the Fifth Interim Meeting of the Tenth Session of the Supervisory Board and considered and passed the “Resolution Regarding the Failure to Achieve the Conditions for Unlocking the Restricted Shares during the Second Unlocking Period of the Restricted Share Incentive Scheme for 2020A Shares and the Repurchase and Registration of Part of the Restricted Shares”, which was approved by the Board of Directors and the Supervisory Board of the Company. At the same time, 5 incentive objects were disqualified from incentive status due to their departure from the Company. The Board of Directors of the Company repurchased 22,929,000 A-share restricted shares which had been granted to the registered incentive targets but had not been released from restriction on sale, at a repurchase price of RMB2.5184172/share (exclusive of the interest rate of the bank’s loan for the same period). On 20 November 2023, the Company completed the repurchase and cancellation procedures of 22,929,000 A-share restricted shares at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. 2. Equity-settled share-based payment √ Applicable Not applicable Unit: RMB Ex-right price of The method of determining the fair value of equity instrument on the grant date grant of share The significant parameters of determining the fair value of equity instrument on the grant date Basis for determining the quantity of exercisable equity instruments See explanation for details Reasons for significant difference between the current estimate and previous estimate Accumulated amount of equity-settled share-based payment included in the capital reserve 58,698,080.00 Total amount of equity-settled share-based payment recognised in the current period -27,467,521.92 Explanation: At each balance sheet date during the vesting period, the Company, based on the latest information such as the latest update on the change in the number of entitled employees, will make best estimates to adjust the expected number of equity instruments that can be vested. As at the exercise date, the final estimated number of exercisable equity instruments should equal the actual number of exercisable equity instruments. 3. Share-based payment expense for the period Unit: RMB Equity-settled share-based Cash-settled share-based Category of items granted payment expenses payment expenses Management -27,467,521.92 Total -27,467,521.92 2023 ANNUAL REPORT 337 XII Financial Report XVI. Undertaking and contingency 1. Significant commitments (1) Capital commitments Unit: RMB Capital commitments contracted for but not yet Balance as at the necessary to be recognised on the balance sheet Closing balance end of the prior year Commitments in relation to acquisition and construction of long-term assets 288,776,312.58 184,833,000.27 (2) Other commitments As at 31 December 2023, the Company has no other commitments that should be disclosed. 2. Contingency (1) Contingent liabilities arising from pending litigation and arbitration and their financial impacts As at 31 December 2023, the Company had no contingent items such as outstanding litigation and external guarantees that should be disclosed. (2) Contingent liabilities arising from debt guarantees given in favour of other entities and their financial effects As at 31 December 2023, the Company has no contingent liabilities arising from debt guarantees provided to other entities. (3) Other contingent liabilities (excluding contingent liabilities that are highly unlikely to result in an outflow of economic benefits to the enterprise) As at 31 December 2023, the Company has no other contingencies that should be disclosed. XVII. Post-balance sheet event Description of significant non-adjustments to post-balance sheet event Effect on financial position and results of Item Description operations Transfer of an Associate Disposal of Goldtrust Futures The consideration for this transaction was Co., Ltd. RMB197,000,000, with a carrying value of RMB187,780,000 as at the balance sheet date, which is expected to generate an investment income of approximately RMB9,220,000. Transfer of a subsidiary Disposal of Kunshan Tuoan The consideration for this transaction was Plastic Products Co., Ltd. RMB143.73 million, and the carrying value of the asset group containing goodwill at the balance sheet date was RMB141.48 million, resulting in an investment gain of approximately RMB9.12 million 338 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XVIII. Other Material Matters 1. Transfer and Disposal of Significant Assets In order to further optimise the asset structure, revitalise inefficient assets, improve asset utilisation efficiency, expedite capital recovery, increase cash inflow, focus on the main business of pulping and paper making, and enhance the Company’s profitability, the Company externally transferred its 65.21% equity interest in Wuhan Chenming Hanyang Paper Company Limited (corresponding to 137,822,000 shares) for RMB480.0 million during the period, resulting in an investment gain of RMB391.45 million. 2. Segment information (1) Basis for determination and accounting policies According to the Company’s internal organisational structure, management requirements and internal reporting system, the Company’s operating business is divided into 4 reporting segments. These report segments are determined based on the financial information required by the company’s daily internal management. The management of the Group regularly evaluates the operating results of these reporting segments to determine the allocation of resources to them and evaluate their performance. The Company’s reporting segments include: (1) Machine paper segment, which is responsible for production and sales of machine paper; (2) Financial services segment, which provides financial services; (3) Hotels and property rentals segment, which is responsible for hotel services and property rental; (4) Other segments, which is responsible for the above segments otherwise. The transfer prices of the transfer transactions between the Company’s segments are based on market prices. Segment report information is disclosed in accordance with the accounting policies and measurement standards adopted by each segment when reporting to management. These accounting policies and measurement basis are consistent with the accounting policies and measurement basis used in preparing the financial statements. 2023 ANNUAL REPORT 339 XII Financial Report XVIII. Other Material Matters (Continued) 2. Segment information (Continued) (2) Financial Information of Reporting Segment Unit: RMB Machine-made Financial Hotels and Current period or end of current period paper services property rentals Others Offset Total Revenue 26,058,035,388.40 301,292,707.38 254,837,443.63 1,219,004,554.91 1,224,599,866.12 26,608,570,228.20 Of which: Revenue from external transactions 25,702,327,302.60 164,338,689.66 219,640,822.73 522,263,413.21 26,608,570,228.20 Revenue from inter-segment transactions 355,708,085.80 136,954,017.72 35,196,620.90 696,741,141.70 1,224,599,866.12 Of which: Revenue from principal activities 25,788,767,491.17 301,198,367.76 243,565,800.51 849,762,727.46 814,661,161.42 26,368,633,225.48 Operating costs 24,386,288,002.52 204,302,382.76 130,727,028.36 1,168,316,010.65 1,444,147,124.36 24,445,486,299.93 Of which: Costs of principal activities 23,814,132,560.42 204,302,382.76 122,251,073.59 794,535,943.46 693,752,622.08 24,241,469,338.15 Operating expenses 200,500,812.07 145,808.06 23,056,705.85 7,298,824.54 2,513.09 230,999,637.43 Of which: Wages 96,356,812.71 72,901.73 8,678,304.12 2,861,300.98 107,969,319.54 Depreciation expenses 1,512,250.48 3,152,288.23 12,696.87 4,677,235.58 Office expenses 2,423,476.31 312,114.69 2,058.20 2,737,649.20 Travel expenses 27,622,492.10 12,886.33 401,223.13 595,230.03 28,631,831.59 Selling commissions 806,731.10 5,681,138.21 6,487,869.31 Rental expenses 7,258,810.13 84,716.99 7,343,527.12 Hospitality expenses 49,883,644.70 60,020.00 8,206.24 1,046,790.23 50,998,661.17 Warehouse expenses 411,253.96 411,253.96 Others 14,636,594.54 4,823,431.23 2,284,777.28 2,513.09 21,742,289.96 Operating profit/(loss) -1,160,171,360.20 -136,565,046.01 -155,575,612.67 -77,629,857.27 163,702,443.40 -1,693,644,319.55 Total assets 86,100,280,962.71 22,071,239,021.47 9,506,827,255.33 8,256,043,256.86 46,447,337,542.79 79,487,052,953.58 Total liabilities 64,520,459,199.32 4,546,731,289.22 4,386,780,705.48 2,745,589,649.10 17,810,363,735.17 58,389,197,107.95 Total cost of construction in progress incurred for the current period 475,949,831.35 2,547,924.54 478,497,755.89 Fixed assets purchased 295,923,899.03 273,136.94 2,265,531.65 5,638,663.73 292,823,903.89 Intangible assets purchased 148,906,631.36 1,278,301.89 150,184,933.25 340 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XVIII. Other Material Matters (Continued) 2. Segment information (Continued) (2) Financial Information of Reporting Segment (Continued) Machine-made Financial Hotels and Current period or end of current period paper services property rentals Others Offset Total Revenue 31,060,902,199.96 513,737,457.49 407,708,595.77 1,078,425,733.98 1,056,406,666.29 32,004,367,320.91 Of which: Revenue from external transactions 30,831,898,263.48 209,378,132.90 252,786,565.21 710,304,359.32 32,004,367,320.91 Revenue from inter-segment transactions 229,003,936.50 304,359,324.59 154,922,030.55 368,121,374.65 1,056,406,666.29 Of which: Revenue from principal activities 30,351,334,966.47 510,812,929.20 392,942,305.38 1,040,599,028.05 870,572,371.27 31,425,116,857.83 Operating costs 26,519,303,991.97 24,127,622.19 245,767,473.54 981,659,808.74 397,133,189.44 27,373,725,707.00 Of which: Costs of principal activities 26,141,672,045.97 24,127,622.19 243,578,769.09 928,299,382.58 458,734,170.55 26,878,943,649.28 Operating expenses 330,862,031.95 2,027,775.3 20,781,250.46 7,378,140.91 118,867,924.53 242,181,274.09 Of which: Wages 111,959,367.65 1,083,950.72 5,011,031.36 2,800,806.56 120,855,156.29 Depreciation expenses 2,762,233.83 21,086.38 3,726,869.93 14,404.51 6,524,594.65 Office expenses 2,457,473.42 109.34 7,972.90 312.00 2,465,867.66 Travel expenses 20,739,647.05 293,464.76 22,399.36 459,110.48 21,514,621.65 Selling commissions 5,186,161.75 5,719,346.53 665,906.33 11,571,414.61 Rental expenses 5,963,156.39 85,032.11 6,048,188.50 Hospitality expenses 53,909,040.66 629,164.1 45,498 728,750.29 55,312,453.05 Warehouse expenses 110,697.41 558,856.77 669,554.18 Others 127,774,253.79 6,248,132.38 2,064,961.86 118,867,924.53 17,219,423.50 Operating profit/(loss) 185,030,101.36 177,059,466.81 -50,760,342.83 -8,455,442.51 146,655,118.87 156,218,663.96 Total assets 93,381,574,480.43 19,836,405,559.58 7,691,848,679.66 9,918,047,942.60 46,526,859,252.65 84,301,017,409.62 Total liabilities 68,282,718,766.38 6,492,021,313.81 3,712,424,442.27 3,442,492,189.85 21,356,893,123.30 60,572,763,589.01 Total cost of construction in progress incurred for the current period 773,725,786.03 499,590.09 774,225,376.12 Fixed assets purchased 150,507,691.34 96,748.87 173,040.68 3,589,925.25 154,367,406.14 Intangible assets purchased 307,004,863.50 578,112.98 307,582,976.48 2023 ANNUAL REPORT 341 XII Financial Report XVIII. Other Material Matters (Continued) 3. Others (1) CHENMING HOLDINGS (HONG KONG) LIMITED (hereinafter referred to as “Hong Kong Chenming Holdings”), a wholly-owned subsidiary of Chenming Holdings Company Limited (hereinafter referred to as “ Chenming Holdings S”), has commenced an equity financing business with three overseas organisations (hereinafter referred to as “Lenders”) in order to meet its own funding needs. In order to satisfy its funding needs, Hong Kong Chenming Holdings has commenced equity financing business with three overseas organisations (hereinafter referred to as the “Lenders”). Hong Kong Chenming Holdings deposited 210.72 million B shares (representing 7.07% of the total share capital of the Company) and 153.41 million H shares (representing 5.15% of the total share capital of the Company) held by Hong Kong Chenming Holdings with custodian designated by the Lenders, who provided the loan to Hong Kong Chenming Holdings/ After repaying the entire loan from one of the Lenders, Hong Kong Chenming Holdings requested for the return of the shares, but the lender refused to co-operate in the return of the 110 million B shares and 95 million H shares on the grounds that there had been a breach of contract of default during the life of the loan. Chenming Hong Kong Holdings verified the custody of the shares with the other two lenders who have not yet fully repaid the loans, and the lenders have not yet provided the required documentary proof of the safe custody of the shares. After the Lender refused to return the Shares and failure in negotiation, Chenming Holdings is of the view that there is a risk of improper infringement on the legitimate rights and interests of Hong Kong Chenming Holdings, and it immediately sought help from the Chinese public security bureau and Hong Kong lawyers to collect effective evidence. As of the date of this announcement, Chenming Holdings is under normal production and operation, and is actively safeguarding its legitimate rights and interests through legal channels. There is a risk that the shares involved may not be returned, which may result in a decrease in the percentage of shareholding of Chenming Holdings in the Company, but will have no impact on the status of Chenming Holdings as the largest shareholder and will have no impact on the control of the Company. (2) On 14 June 2022, the Hong Kong Court of Final Appeal handed down its judgment in the case of H-share liquidation filed by ArjowigginsHKK2Limited (“HKK2 Company”) in relation to the Company’s Joint Venture dispute and the Company has paid the relevant amount of compensation. On 25 October 2022, the Company instructed its legal adviser in Hong Kong to apply to the Court of First Instance to seek the dismissal or adjournment of the winding-up petition filed by HKK2 against the Company On 25 July 2023, the Court of First Instance held a hearing on the said application. On 10 August 2023, the Company received a judgment from the judge of the Court of First Instance, Mr. Justice Harris, which ruled that the winding-up petition be stayed and the relevant arbitration hearing will take place in May 2024, given that the Company’s arbitration petition filed in the Hong Kong International Arbitration Centre in June 2022 against the Joint Venture Contracts formed the basis of the Company’s cross claim against HKK2 in the winding-up proceedings. 342 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XIV. Major Item Notes of the Parent Company’s Financial Statements 1. Accounts receivable (1) Disclosure by ageing Unit: RMB Ageing Closing balance Opening balance Within 1 year (including 1 year) 18,345,187.32 136,390,102.96 1 to 2 years 11,500,000.00 2 to 3 years Over 3 years 3,002,821.17 3,002,821.17 Total 32,848,008.49 139,392,924.13 (2) Disclosure by bad debt provision method Unit: RMB Closing balance Opening balance Book balance Bad debts provision Book balance Bad debts provision Provision Provision Percentage percentage Carrying percentage Carrying Category Amount (%) Amount (%) amount Amount Percentage Amount (%) amount Accounts receivable assessed individually for bad debt provision Accounts receivable assessed collectively for bad debt provision 32,848,008.49 100.00 4,631,237.48 14.10 28,216,771.01 139,392,924.13 100.00 4,637,396.40 3.33 134,755,527.73 Of which: Due from related party customers 10,453,076.75 31.82 10,453,076.75 101,246,295.74 72.63 101,246,295.74 Due from non-related party customers 22,394,931.74 68.18 4,631,237.48 20.68 17,763,694.26 38,146,628.39 27.37 4,637,396.40 12.16 33,509,231.99 Total 32,848,008.49 100.00 4,631,237.48 14.10 28,216,771.01 139,392,924.13 100.00 4,637,396.40 3.33 134,755,527.73 2023 ANNUAL REPORT 343 XII Financial Report XIV. Major Item Notes of the Parent Company’s Financial Statements (Continued) 1. Accounts receivable (Continued) (2) Disclosure by bad debt provision method (Continued) Items assessed collectively for bad debt provision: Due from related party customers Unit: RMB Closing balance Bad debts Provision Name Book balance provision percentage (%) Within 1 year 453,076.75 1 to 2 years 10,000,000.00 Total 10,453,076.75 Items assessed collectively for bad debt provision: Receivables from non-related party customer Unit: RMB Closing balance Bad debts Provision Name Book balance provision percentage (%) Within 1 year 17,892,110.57 128,416.31 0.72 1 to 2 years 1,500,000.00 1,500,000.00 100.00 2 to 3 years Over 3 years 3,002,821.17 3,002,821.17 100.00 Total 22,394,931.74 4,631,237.48 20.68 If the bad debt provision of accounts receivable is made in accordance with the general model of ECLs: Applicable √ Not applicable 344 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XIV. Major Item Notes of the Parent Company’s Financial Statements (Continued) 1. Accounts receivable (Continued) (3) Provision, recovery or reversal of bad debt provision for the period Bad debt provision for the period: Unit: RMB Changes in the period Opening Recovery or Closing Category balance Provision reversal Write-off Others balance Bad debt provision 4,637,396.40 274,431.92 280,590.84 4,631,237.48 Total 4,637,396.40 274,431.92 280,590.84 4,631,237.48 (4) Top five accounts receivable and contract assets based on closing balance of debtors The total amount of top five accounts receivable and contract assets based on closing balance of debtors for the period amounted to RMB32,584,552.66 in total, accounting for 99.19% of the total closing balance of accounts receivable and contract assets. The closing balance of the corresponding bad debt provision amounted to RMB4,546,562.13 in total. Unit: RMB Percentage to total Closing balance of Closing balance of closing balance of bad debt provision of Name of entity accounts receivable accounts receivable (%) accounts receivable Customer 1 12,119,163.23 36.89 84,834.14 Customer 2 10,000,000.00 30.44 Customer 3 5,589,712.68 17.02 39,127.99 Customer 4 4,422,600.00 13.46 4,422,600.00 Customer 5 453,076.75 1.38 Total 32,584,552.66 99.19 4,546,562.13 2. Other receivables Unit: RMB Item Closing balance Opening balance Interest receivable Dividend receivable Other receivables 9,237,241,240.86 9,337,019,470.13 Total 9,237,241,240.86 9,337,019,470.13 2023 ANNUAL REPORT 345 XII Financial Report XIV. Major Item Notes of the Parent Company’s Financial Statements (Continued) 2. Other receivables (Continued) (1) Other receivables 1) Classification of other receivables by nature Unit: RMB Nature Closing book balance Opening book balance Open credit 9,304,134,372.16 9,391,199,670.38 Guarantee deposit and deposit 740,000.00 850,000.00 Reserve and borrowings 22,523,648.60 15,112,113.60 Others 1,793,548.63 13,027,863.16 Sub-total 9,329,191,569.39 9,420,189,647.14 Bad debt provision 91,950,328.53 83,170,177.01 Total 9,237,241,240.86 9,337,019,470.13 2) Disclosure by ageing Unit: RMB Ageing Closing balance Opening balance Within 1 year 9,165,796,778.41 9,332,813,880.83 1 to 2 years 76,289,024.67 7,536,768.10 2 to 3 years 7,386,768.10 4,626,771.34 Over 3 years 79,718,998.21 75,212,226.87 Sub-total 9,329,191,569.39 9,420,189,647.14 Less: bad debt provision 91,950,328.53 83,170,177.01 Total 9,237,241,240.86 9,337,019,470.13 3) Particulars of bad debt provision Unit: RMB ECL rate (%) for the next Bad debt Category Book balance 12 months provision Carrying amount Reason Bad debt provision assessed collectively 9,279,097,598.72 0.45 41,856,357.86 9,237,241,240.86 Amount due from government agencies 14,571,387.14 99.61 14,513,987.39 57,399.75 Amount due from related parties 8,842,259,445.82 0.10 8,991,998.46 8,833,267,447.36 Other receivables 422,266,765.76 4.35 18,350,372.01 403,916,393.75 Total 9,279,097,598.72 0.45 41,856,357.86 9,237,241,240.86 346 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XIV. Major Item Notes of the Parent Company’s Financial Statements (Continued) 2. Other receivables (Continued) (1) Other receivables (Continued) 3) Particulars of bad debt provision (Continued) Closing bad debt provision at phase 2: As at the end of the period, the Company had no interest receivable, dividend receivable and other receivables at phase 2. Closing bad debt provision at phase 3: Unit: RMB Lifetime ECL Bad debt Category Book balance rate (%) provision Carrying amount Reason Bad debt provision assessed individually 50,093,970.67 100.00 50,093,970.67 0.00 Total 50,093,970.67 100.00 50,093,970.67 0.00 Bad debt provision assessed individually: Unit: RMB Lifetime ECL Bad debt Category Book balance rate (%) provision Carrying amount Reason Valtra Inc. of Finland 5,526,048.24 100.00 5,526,048.24 0.00 Overdue for a prolonged period and unlikely to be recovered Metso Paper Machinery (China) 4,725,039.89 100.00 4,725,039.89 0.00 Overdue for a Co., Ltd. prolonged period and unlikely to be recovered 78 entities including Andritz 39,842,882.54 100.00 39,842,882.54 0.00 Overdue for a prolonged period and unlikely to be recovered Total 50,093,970.67 100.00 50,093,970.67 0.00 2023 ANNUAL REPORT 347 XII Financial Report XIV. Major Item Notes of the Parent Company’s Financial Statements (Continued) 2. Other receivables (Continued) (1) Other receivables (Continued) 3) Particulars of bad debt provision (Continued) Provision for bad debts made on a general model of ECL: Unit: RMB Stage 1 Stage 2 Stage 3 ECLs for the Lifetime ECLs Lifetime ECLs Bad debts provision next 12 months (not credit-impaired) (credit-impaired) Total Balance as at 1 January 2023 34,208,745.74 48,961,431.27 83,170,177.01 Balance as at 1 January 2023 for the period – Transferred to stage 2 – Transferred to stage 3 – Reversed to stage 2 – Reversed to stage 1 Provision for the period 7,647,612.12 1,132,539.40 8,780,151.52 Reversal for the period Transfer for the period Write-off for the period Other changes Balance as at 31 December 2023 41,856,357.86 50,093,970.67 91,950,328.53 Changes in carrying book balances with significant changes in loss provision for the period Applicable √ Not applicable 4) Provision, recovery or reversal of bad debt provision for the period Bad debt provision for the period: Unit: RMB Changes in the period Opening Recovery or Transfer or Closing Category balance Provision reversal Write-off Others balance Bad debt provision 83,170,177.01 8,780,151.52 91,950,328.53 Total 83,170,177.01 8,780,151.52 91,950,328.53 348 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XIV. Major Item Notes of the Parent Company’s Financial Statements (Continued) 2. Other receivables (Continued) (1) Other receivables (Continued) 5) Top five accounts receivable based on closing balance of debtors The total amount of top five other receivables based on closing balance of debtors for the period amounted to RMB5,633,038,306.52 in total, accounting for 60.38% of the total closing balance of other receivables. The closing balance of the corresponding bad debt provision amounted to RMB0.00 in total. Unit: RMB Percentage to total closing balance Closing balance of Name of entity Nature Closing balance Ageing of other receivables (%) bad debt provision Customer 1 Open credit 1,298,000,000.00 Within 1 year 13.91 Customer 2 Open credit 1,319,906,791.36 Within 1 year 14.15 Customer 3 Open credit 1,087,487,475.00 Within 1 year 11.66 Customer 4 Open credit 1,032,000,000.00 Within 1 year 11.06 Customer 5 Open credit 895,644,040.16 Within 1 year 9.60 Total 5,633,038,306.52 60.38 3. Long-term equity investments Unit: RMB Closing balance Opening balance Impairment Impairment Item Book balance provision Book value Book balance provision Book value Investment in subsidiaries 17,898,687,687.22 17,898,687,687.22 18,502,944,740.81 18,502,944,740.81 Investment in joint ventures 86,542,364.15 86,542,364.15 82,741,230.15 82,741,230.15 Investment in associates 319,764,325.10 5,994,545.96 313,769,779.14 246,471,611.33 5,994,545.96 240,477,065.37 Total 18,304,994,376.47 5,994,545.96 18,298,999,830.51 18,832,157,582.29 5,994,545.96 18,826,163,036.33 2023 ANNUAL REPORT 349 XII Financial Report XIV. Major Item Notes of the Parent Company’s Financial Statements (Continued) 3. Long-term equity investments (Continued) (1) Investment in subsidiaries Unit: RMB Opening Change for the period Closing balance of balance of Opening balance impairment Additional Withdrawn Impairment Closing balance impairment Investee (Book value) provision contribution contribution provision Others (book value) provision Chenming Paper Korea Co., Ltd. 6,143,400.00 6,143,400.00 Chenming GmbH 4,083,235.00 4,083,235.00 Hailaer Chenming Paper Co., Ltd. 12,000,000.00 12,000,000.00 Huanggang Chenming Pulp & Paper Co., Ltd. 2,350,000,000.00 2,350,000,000.00 Huanggang Chenming Arboriculture Development Co., Ltd. 70,000,000.00 70,000,000.00 Jinan Chenming Paper Sales Co., Ltd. 100,000,000.00 100,000,000.00 Wuhan Chenming Hanyang Paper Holdings Co., Ltd. 264,493,210.21 264,493,210.21 Shandong Grand View Hotel Co., Ltd. 80,500,000.00 200,000,000.00 280,500,000.00 Zhanjiang Chenming Pulp & Paper Co., Ltd. 5,137,500,000.00 68,750,000.00 5,206,250,000.00 Shouguang Chenming Modern Logistic Co., Ltd. 10,000,000.00 10,000,000.00 Shouguang Chenming Art Paper Co., Ltd. 113,616,063.80 113,616,063.80 Shouguang Meilun Paper Co., Ltd. 4,449,441,979.31 200,000,000.00 4,649,441,979.31 Shouguang Shun Da Customs Declaration Co, Ltd. 1,500,000.00 1,500,000.00 Shandong Chenming Paper Sales Co., Ltd. 762,641,208.20 762,641,208.20 Shouguang Chenming Import and Export Trade Co., Ltd. 250,000,000.00 250,000,000.00 Shouguang Chenming Papermaking Machine Co., Ltd. 2,000,000.00 2,000,000.00 Shouguang Hongxiang Printing and Packaging Co., Ltd. 3,730,000.00 3,730,000.00 Shandong Chenming Group Finance Co., Ltd. 4,000,000,000.00 4,000,000,000.00 Chenming Arboriculture Co., Ltd. 45,000,000.00 45,000,000.00 Chenming Paper United States Co., Ltd. 6,407,800.00 6,407,800.00 Weifang Chenming Growth Driver Replacement Equity Investment Fund Partnership (Limited Partnership) 592,500,340.53 32,778,016.57 559,722,323.96 Weifang Chendu Equity Investment Partnership (Limited Partnership) 241,387,503.76 13,094,618.61 228,292,885.15 Total 18,502,944,740.81 468,750,000.00 1,073,007,053.59 17,898,687,687.22 350 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XIV. Major Item Notes of the Parent Company’s Financial Statements (Continued) 3. Long-term equity investments (Continued) (2) Investment in associates and joint ventures Unit: RMB Change for the period Investment Distribution Opening gain or loss Adjustment Other of cash Closing Opening balance of recognised of other change dividend or Closing balance of balance impairment Additional Withdrawn under equity comprehensive in equity profit Impairment balance impairment Investee (book value) provision contribution contribution method income interest declared provision Others (book value) provision I. Joint Ventures Zhuhai Dechen New Third Board Equity Investment Fund Company (Limited Partnership) 36,776,710.91 487,093.45 10,000,000.00 27,263,804.36 Ningbo Kaichen Huamei Equity Investment Fund Partnership (Limited Partnership) 197,218,318.77 90,910,511.36 10,000,000.00 278,128,830.13 Chenming (Qingdao) Asset Management Co., Ltd. 6,482,035.69 1,895,108.96 8,377,144.65 Xuchang Chenming Paper Co., Ltd. 5,994,545.96 5,994,545.96 Subtotal 240,477,065.37 5,994,545.96 93,292,713.77 20,000,000.00 313,769,779.14 5,994,545.96 II. Associates Shouguang Chenming Huisen New-style Construction Materials Co., Ltd. 7,892,659.42 2,107,624.17 2,600,000.00 7,400,283.59 Weifang Port Wood Chip Terminal Co., Ltd. 74,848,570.73 4,293,509.83 79,142,080.56 Subtotal 82,741,230.15 6,401,134.00 2,600,000.00 86,542,364.15 Total 323,218,295.52 5,994,545.96 99,693,847.77 22,600,000.00 400,312,143.29 5,994,545.96 Determination of net amount of recoverable amount measured at fair value after deducting disposal expenses Applicable √ Not applicable Determination of present value of recoverable amount based on expected cash flows Applicable √ Not applicable 2023 ANNUAL REPORT 351 XII Financial Report XIV. Major Item Notes of the Parent Company’s Financial Statements (Continued) 4. Revenue and operating costs Unit: RMB Amount for the period Amount for the prior period Item Operating Revenue Operating Costs Operating Revenue Costs Principal activities 5,560,666,894.03 5,556,483,312.72 6,270,637,334.30 6,040,121,665.12 Other activities 2,018,747,725.42 1,619,996,618.01 1,249,427,268.18 1,005,967,022.32 Total 7,579,414,619.45 7,176,479,930.73 7,520,064,602.48 7,046,088,687.44 Breakdown information of operating revenues and operating costs: Unit: RMB Machine-made paper Others Total Category of contract Operating Revenue Operating Costs Operating Revenue Operating Costs Operating Revenue Operating Costs Type of goods 7,200,349,780.38 6,986,898,810.46 379,064,839.07 189,581,120.27 7,579,414,619.45 7,176,479,930.73 Including: Machine-made paper 5,560,666,894.03 5,556,483,312.72 5,560,666,894.03 5,556,483,312.72 Others 1,639,682,886.35 1,430,415,497.74 379,064,839.07 189,581,120.27 2,018,747,725.42 1,619,996,618.01 By geographical area 7,200,349,780.38 6,986,898,810.46 379,064,839.07 189,581,120.27 7,579,414,619.45 7,176,479,930.73 Including: Mainland China 6,048,307,215.69 5,804,923,689.77 379,064,839.07 189,581,120.27 6,427,372,054.76 5,994,504,810.04 Other countries and regions 1,152,042,564.69 1,181,975,120.69 1,152,042,564.69 1,181,975,120.69 By the timing of delivery 7,200,349,780.38 6,986,898,810.46 379,064,839.07 189,581,120.27 7,579,414,619.45 7,176,479,930.73 Including: Goods (at a point in time) 7,200,349,780.38 6,986,898,810.46 255,627,989.04 87,223,462.50 7,455,977,769.42 7,074,122,272.96 Services (within a certain period) 123,436,850.03 102,357,657.77 123,436,850.03 102,357,657.77 By sales channels 7,200,349,780.38 6,986,898,810.46 379,064,839.07 189,581,120.27 7,579,414,619.45 7,176,479,930.73 Including: Distribution 4,804,123,673.23 4,816,398,489.33 4,804,123,673.23 4,816,398,489.33 Direct sales 2,396,226,107.15 2,170,500,321.13 379,064,839.07 189,581,120.27 2,775,290,946.22 2,360,081,441.40 352 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XIV. Major Item Notes of the Parent Company’s Financial Statements (Continued) 4. Revenue and operating costs (Continued) Information related to performance obligations: Company’s Whether the commitments Nature of goods that the person is the expected to Types of quality assurance Time for fulfilment of Company undertakes primary person be refunded offered by the Company and Item performance obligations Significant terms of payment to transfer in charge to customers related obligations Machine-made Domestic sales on the day of Domestic sales tend to be Produces easily distinguishable Yes None Guaranteed quality assurance, paper delivery to the customer; provided on an invoice basis; should there be objections to foreign sales on the day of foreign sales tend to be product quality within 7 days customs clearance prepaid. of arrival, the products can be returned and exchanged. Other explanations: The Company’s performance obligations for sales of machine-made paper are generally less than one year, and the Company takes advance payments or provides credit terms depending on the customer. When the Company is the primary responsible party for a sale, it generally obtains the unconditional right to receive payment when control of the merchandise is transferred to the customer either at the time of shipment or upon delivery to the destination specified by the customer. Information related to the transaction price allocated to residual performance obligations: At the end of the reporting period, the amount of revenue with signed contracts but unfulfilled or uncompleted performance obligation was RMB1,454,807,158.83, in which RMB1,454,807,158.83 was expected to be recognised in 2024. 5. Investment income Unit: RMB Amount for Amount for Item the period the period Investment gain on disposal of long-term equity investments 215,506,789.79 751,679.56 Income from long-term equity investments accounted for using the equity method 99,693,847.76 -314,623.14 Income from long-term equity investments accounted for using the cost method 88,000,000.00 731,666,286.45 Investment gain on holding other non-current financial assets 1,867,060.62 4,746,821.37 Investment gain on derecognition of financial assets -47,421,175.71 -63,403,215.00 Total 357,646,522.46 673,446,949.24 2023 ANNUAL REPORT 353 XII Financial Report XX. Supplementary information 1. Breakdown of extraordinary gains or losses for the current period √ Applicable Not applicable Unit: RMB Item Amount Remark Profit or loss from disposal of non-current assets (including write-off of provision for assets impairment) 431,805,592.54 Government grants (except for the government grants closely related to the normal operation of the Company, granted in accordance with an established standard and having an ongoing effect on the Company’s profit or loss in compliance with national policies and regulations) accounted for in profit or loss for the current period 117,211,489.25 Except for effective hedging activities conducted in the ordinary course of business of the Company, gain or loss arising from the change in fair value of financial assets and financial liabilities held by a non-financial company, as well as gain or loss arising from disposal of its financial assets and financial liabilities 58,579,398.48 Reversal of provision for impairment of receivables individually tested for impairment 99,483,459.63 Profit or loss from debt restructuring 55,297,346.06 Profit or loss from changes in the fair value of consumable biological assets subsequently measured at fair value 6,775,808.38 Other non-operating income and expenses other than the above items -11,642,079.10 Total extraordinary gains or losses 757,511,015.24 Less: Effect of income tax of extraordinary gains or losses 89,176,973.22 Net extraordinary gains or losses 668,334,042.02 Less: Net effect of extraordinary gains or losses attributable to minority interest (after tax) 7,503,507.14 Extraordinary gains or losses attributable to ordinary shareholders of the Company 660,830,534.88 Other profit or loss items consistent with the definition of extraordinary items: Applicable √ Not applicable The Company does not have other profit or loss items consistent with the definition of extraordinary items. Explanation on classification of non-recurring profit and loss listed in Explanatory Announcement No. 1 on Information Disclosure of Companies Offering Their Securities to the Public – Non-recurring Profit and Loss as non-recurring profit and loss √ Applicable Not applicable 354 SHANDONG CHENMING PAPER HOLDINGS LIMITED XII Financial Report XX. Supplementary information (Continued) 1. Breakdown of extraordinary gains or losses for the current period (Continued) An explanation of the definition of non-recurring profit and loss items listed in the “Interpretative Bulletin No. 1 on Disclosure of Information by Publicly Traded Companies – Non-Recurring Profits and Losses (Revised 2023)” as recurring in accordance with the definitions and principles: Unit: RMB Item During the period Reasons Other income 52,766,790.28 Government grants related to assets that are closely related to the Company’s normal operations are subsequently amortised to other income, which has a continuing effect on the Company’s profit or loss and is therefore accounted for as recurring profit or loss. Impact of the implementation of Interpretative Announcement No. 1 on Information Disclosure by Companies with Public Securities – Non-Recurring Gains and Losses (Revised 2023) on the amount of non-recurring gains and losses for the year 2022: Unit: RMB Item Revised Unrevised Amount Impacted Profit or loss from disposal of non-current assets 161,509,859.17 161,509,859.17 Government grants (except for the government grants closely related to the normal operation of the Company and granted constantly at a fixed amount or quantity in accordance with a certain standard in compliance with national policies and regulations) accounted for in profit or loss for the current period 259,087,092.47 314,934,315.62 -55,847,223.15 Profit or loss from debt restructuring 967,464.91 967,464.91 Except for effective hedging activities conducted in the ordinary course of business of the Company, gains or losses arising from changes in the fair value of financial assets held for trading, derivative financial assets, financial liabilities held for trading, derivative financial liabilities and investment gains on disposal of financial assets held for trading, derivative financial assets, financial liabilities held for trading, derivative financial liabilities and other creditor investments, -35,178,162.53 -35,178,162.53 Reversal of impairment loss on receivables tested individually for impairment 275,585,463.86 275,585,463.86 Profit or loss from changes in the fair value of consumable biological assets subsequently measured at fair value 9,924,233.72 9,924,233.72 Other non-operating income and expenses other than the above items -37,391,130.09 -37,391,130.09 Total extraordinary gains or losses 634,504,821.51 690,352,044.66 -55,847,223.15 Less: Effect of income tax of extraordinary gains or losses 128,956,830.19 137,333,913.66 -8,377,083.47 Net extraordinary gains or losses 505,547,991.32 553,018,131.00 -47,470,139.68 Less: Net effect of extraordinary gains or losses attributable to minority interest (after tax) 1,202,165.88 2,268,633.02 -1,066,467.14 Extraordinary gains or losses attributable to ordinary shareholders of the Company 504,345,825.44 550,749,497.98 -46,403,672.54 2023 ANNUAL REPORT 355 XII Financial Report XX. Supplementary information (Continued) 2. Return on net assets and earnings per share Earnings per share Rate of return on net assets Basic Diluted Profit for the reporting period on weighted average basis (RMB per share) (RMB per share) Net profit attributable to ordinary shareholders of the Company -7.65 -0.45 -0.45 Net profit after extraordinary gains or losses attributable to ordinary shareholders of the Company -11.45 -0.68 -0.68 3. Accounting data difference under accounting standard at home and abroad (1) Differences of net profit and net assets disclosed in financial reports prepared under IAS and Chinese accounting standards Applicable √ Not applicable (2) Differences of net profit and net assets disclosed in financial reports prepared under oversea and Chinese accounting standards Applicable √ Not applicable (3) Reasons for the differences in figures under domestic and foreign accounting standards. The name of the foreign audit institution shall be indicated if the data audited by the foreign audit institution has been regulated differently. Applicable √ Not applicable The Board of Shandong Chenming Paper Holdings Limited 28 Mar 2024 356 SHANDONG CHENMING PAPER HOLDINGS LIMITED