Stock code：000488 200488 Stock abbreviation：晨鸣纸业 晨鸣 B Announcement No.:2013-098
SHANDONG CHENMING PAPER HOLDINGS LIMITED
2013 Third Quarter Report
I Important Notice
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 quarter report (the “Quarter Report”), and there are no false
representations, misleading statements or material omissions contained in this
Report, and are jointly and severally responsible for the liabilities of the
Company.
All Directors were present at the Board meeting to consider and approve this
Quarter Report.
Chen Hongguo, head of the Company, Wang Chunfang, head in charge of
accounting and Dong Lianming, head of the accounting department (Accounting
Officer), declare that they warrant the truthfulness, accuracy and completeness
of the financial statements in the Quarter Report.
— 1—
II Major Financial Data and Change of Shareholders
I. Major accounting data and financial indicators
Retrospective adjustment to or restatement of the accounting data for prior years
by the Company due to change of accounting policies and correction of
accounting errors
□ Yes No
As at the end of Increase/decrease as at the end of
the reporting As at the end of the reporting period compared to
period the prior year the end of the prior year (%)
Total assets (RMB) 48,057,436,453.06 47,725,421,927.39 0.70%
Net assets attributable to
shareholders of the
Company (RMB) 13,884,134,997.75 13,759,496,179.85 0.91%
Increase/decrease
for the period
from the
beginning of the
Increase/decrease year to the end
for the reporting of the reporting
period compared From the period compared
to the beginning of the to the
corresponding year to the end corresponding
The reporting period of the of the reporting period of the
period prior year (%) period prior year (%)
Revenue (RMB) 5,025,294,991.60 0.48% 15,053,196,350.03 0.59%
Net profit attributable to
shareholders of the
Company (RMB) 196,585,533.20 405.24% 529,995,044.93 298.03%
Net profit after extraordinary
gains or losses attributable
to shareholders of the
Company (RMB) 144,121,060.94 373.25% 278,660,609.68 277.79%
Net cash flows from operating
activities (RMB) — — 1,044,925,354.18 209.34%
Basic earnings per share
(RMB per share) 0.0973 414.81% 0.26 333.33%
Diluted earnings per share
(RMB per share) 0.0973 414.81% 0.26 333.33%
Rate of return on net assets on
weighted average basis (%) 1.41% 1.12% 3.81% 2.82%
— 2—
Items and amounts of extraordinary gains or losses
Applicable □ Not applicable
Unit: RMB
Am ounts for the
period from the
beginning of the
year to the end of
the reporting
Item period Note
Profit or loss from disposal of -47,773,984.17
non-current assets (including
write-off of provision for assets
impairment)
Government grants (except for the 123,234,689.37
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 based on state
policies) accounted for in profit or
loss for the current period
Profit or loss from debt restructuring 100,794.27
Non-operating gains and losses other 287,547,361.52
than the above items
Other gain or loss items within the 9,229,042.51 Gain or loss from
definition of extraordinary gain or the change in fair
loss value of timber
assets measured at
fair value
Less: Effect of income tax 29,428,260.27
Effect of minority interests (after tax) 91,575,207.98
Total 251,334,435.25 —
Notes for the Companys extraordinary gain or loss items as defined in the
Explanatory Announcement on Information Disclosure for Companies Offering
Their Securities to the Public No.1 - Extraordinary Gains or Losses and 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
— 3—
II. Total number of shareholders and the
shareholding of top ten shareholders as at
the end of the reporting period
Unit: Share
The total number of shareholders was 136,792, of which
Total number of shareholders at the end of the 107,495 were holders of A shares, 28,725 holders of B
reporting period shares and 572 holders of H shares.
Shareholding of top ten shareholders
Share pledged
Percentage Number of or locked-up
of Number of restricted Status
Nature of shareholding shares shares of
Names of shareholders shareholders (%) held held shares Number
HKSCC NOMINEES Overseas legal 18.90% 389,801,000 0 0
LIMITED person
SHOUGUANG CHENMING State-owned 10.01% 206,403,657 0 0
HOLDINGS COMPANY legal person
LIMITED
Agreed repurchase earmarked Domestic 4.20% 86,600,000 0 0
account at GF non-state-owned
SECURITIES CO., LTD. legal person
Zhongrong International Trust Domestic 1.61% 33,294,538 0 0
Co., Ltd. — Haitong non-state-owned
Umbrella Bao No. 1 legal person
Securities Investment
Assembled Funds Trust
PLATINUM ASIA FUND Overseas legal 1.57% 32,341,052 0 0
person
Caitong Fund — Everbright Domestic 1.22% 25,223,693 0 0
Bank — Yuan Mei No. 1 non-state-owned
Assets Mangement legal person
Programme
BILL & MELINDA GATES Overseas legal 1.10% 22,757,391 0 0
FOUNDATION TRUST person
Yunnan International Trust Domestic 0.67% 13,912,335 0 0
Co., Ltd. — Yunnan Trust non-state-owned
Growth 2013 — No. 2 legal person
Assembled Funds Trust
Programme
BBH A/C VANGUARD Overseas legal 0.58% 12,036,985 0 0
EMERGING MARKETS person
STOCK INDEX FUND
GE ASSET MANAGEMENT Overseas legal 0.52% 10,806,649 0 0
FUNDS PLC — GEAM person
CHINA A SHARE FUND
— 4—
Shareholding of top ten shareholders of non-restricted shares
Number of
non-restricted Class of shares
Names of shareholders shares held Class of shares Number
HKSCC NOMINEES LIMITED 389,801,000 Overseas listed 389,801,000
foreign shares
SHOUGUANG CHENMING 206,403,657 RMB ordinary 206,403,657
HOLDINGS COMPANY shares
LIMITED
Agreed repurchase earmarked 86,600,000 RMB ordinary 86,600,000
account at GF SECURITIES shares
CO., LTD.
Zhongrong International Trust 33,294,538 RMB ordinary 33,294,538
Co., Ltd. — Haitong Umbrella shares
Bao No. 1 Securities Investment
Assembled Funds Trust
PLATINUM ASIA FUND 32,341,052 Domestic listed 32,341,052
foreign shares
Caitong Fund — Everbright Bank 25,223,693 RMB ordinary 25,223,693
— Yuan Mei No. 1 Assets shares
Management Programme
BILL & MELINDA GATES 22,757,391 RMB ordinary 22,757,391
FOUNDATION TRUST shares
Yunnan International Trust Co., 13,912,335 RMB ordinary 13,912,335
Ltd. — Yunnan Trust Growth shares
2013 — No. 2 Assembled Funds
Trust Programme
BBH A/C VANGUARD 12,036,985 Domestic listed 12,036,985
EMERGING MARKETS foreign shares
STOCK INDEX FUND
GE ASSET MANAGEMENT 10,806,649 RMB ordinary 10,806,649
FUNDS PLC — GEAM CHINA shares
A SHARE FUND
Connected relationship or Shouguang Chenming Holdings Company Limited, a
connect-party relationship state-owned legal person shareholder, is not connected
among the above shareholders with any of the shareholders in the above. It is not a
person acting in concert under Administration of
Disclosure of Information on the Change of
Shareholdings in Listed Companies Procedures. Save
in the above, it is not aware of any other shareholders
of tradable shares are persons acting in concert and is
also not aware of any other shareholders of tradable
shares are connected with each others.
— 5—
Whether any shareholder of the Company engages in agreed repurchase trading
during the reporting period
Yes □ No
Unit: share
Shares repurchase
Initially agreed trading during the As at the end of the
Securities repurchase trading reporting period reporting period
Beneficial broker Percentage
shareholders company of
participated in participated in Percentage Percentage Number of shareholding
the trading the trading Number (%) Number (%) shareholding (%)
Shouguang
Chenming
Holdings
Company GF Securities
Limited Co., Ltd. 86,600,000 4.20% 0 0 86,600,000 4.20%
On 21 January 2013, Shouguang Chenming Holdings Company Limited, the
controlling shareholder of the Company, disposed of 86,600,000 shares, representing
4.20% of the total share capital of the Company through agreed repurchase type
securities trading. GF Securities Co., Ltd. was the securities broker company which
participated in the trading. The repurchase period is 1 year. During the reporting
period, Chenming Holdings did not engage in repurchase trading. As at the end of the
reporting period, GF Securities Co., Ltd. held, through the agreed repurchase
earmarked account, 86,600,000 shares of the Company, representing 4.20% of the
total share capital of the Company.
— 6—
III Material Matters
I. Explanation of material changes in major accounting statement items and
financial indicators during the reporting period
(I) Analysis of asset and liability of the Company
Unit: RMB
Increase/
decrease Reason for
Item 30 September 2013 31 December 2012 (%) the change
Monetary funds 3,096,074,695.74 4,456,217,362.86 -30.52 (1)
Bills receivable 2,468,497,924.42 1,852,478,364.46 33.25 (2)
Long-term equity
investments 88,033,350.81 356,796,777.78 -75.33 (3)
Construction materials 104,309,031.41 75,054,992.09 38.98 (4)
Disposal of fixed
assets 57,556,908.85 287,309,818.03 -79.97 (5)
Bills payable 637,110,790.59 1,285,627,762.07 -50.44 (6)
Advance receipts 531,602,086.05 347,835,110.87 52.83 (7)
Other payables 646,153,724.62 435,772,288.98 48.28 (8)
Non-current liabilities
due within one year 690,657,639.26 1,368,108,800.00 -49.52 (9)
Interest payable 250,293,989.35 133,046,123.31 88.13 (10)
Other current liabilities 1,823,805,728.56 17,659,498.56 10,227.62 (11)
Explanation of the reasons leading to the major changes:
(1) Monetary funds decreased by 30.52% mainly due to a decrease in spot
currency received by the Company and an increase in project investment
during the reporting period.
(2) Bills receivable increased by 33.25% mainly due to an increase in
acceptance bills received by the Company during the reporting period.
(3) Long-term equity investments decreased by 75.33% mainly due to the
transfer of equity interests in our subsidiary, Shanghai Runchen Equity
Investment Fund Co., Ltd.
(4) Construction materials increased by 38.98% mainly due to an increase in
materials for the Jilin Chenming relocation project.
— 7—
(5) Disposal of fixed assets decreased by 79.97% mainly due to the Jilin
Chenming relocation project close to completion and the loss on disposal of
fixed assets offset by special payables.
(6) Bills payable decreased by 50.44% mainly due to a decrease in bank
acceptance bills issued by the Company for payment for goods during the
reporting period.
(7) Advance receipts increased by 52.83% mainly due to the greater efforts
made by the Company to gain customers and an increase in payment in
advance from customers.
(8) Other payables increased by 48.28% mainly due to an increase in security
deposit and accrued expenses received by the Company.
(9) Non-current liabilities due within one year decreased by 49.52% mainly due
to the repayment of long-term borrowings by the Company.
(10) Interest payable increased by 88.13% mainly due to the interest on
medium-term notes and corporate bonds withdrawn by the Company.
(11) Other current liabilities increased by 10,227.62% mainly due to the issue of
short-term commercial paper of RMB1,800 million by the Company.
— 8—
(II) Explanation of the material changes in profit and
loss items during the reporting period as compared
to the corresponding period of the prior year
Unit: RMB
Increase/
January - September Corresponding period decrease Reason for
Item 2013 of the prior year (%) the change
Loss on impairment of
assets -8,879,885.44 12,594,933.70 -170.50 (1)
Profit or loss from
change in fair value 9,229,042.51 15,457,198.72 -40.29 (2)
Investment income 5,313,584.84 -5,971,012.39 188.99 (3)
Non-operating income 432,438,516.55 331,966,255.18 30.27 (4)
Non-operating
expenses 62,821,989.23 10,063,384.59 524.26 (5)
Income tax expenses 117,976,857.82 329,703.66 35,682.70 (6)
Explanation of the reasons leading to the major changes:
(1) Loss on impairment of assets decreased by 170.50% from the corresponding
period of the prior year mainly due to a decrease in bad debt provisions as
a result of account receivables items.
(2) Profit or loss from change in fair value decreased by 40.29% from the
corresponding period of the prior year mainly due to the changes in fair
value of forestry assets measured at fair value.
(3) Investment income increased by 188.99% from the corresponding period of
the prior year mainly due to investment income of RMB5.1767 million
arising from disposal of subsidiary and a decrease in loss incurred by
associates.
(4) Non-operating income increased by 30.27% from the corresponding period
of the prior year mainly due to compensation for the suspension of Wuhan
Plant 1 and transfer of government subsidies.
(5) Non-operating expenses increased by 524.26% from the corresponding
period of the prior year mainly due to the loss on disposal of accumulated
and idle non-current assets.
— 9—
(6) Income tax expenses increased by 35,682.70% from the corresponding
period of the prior year mainly due to an increase in the income tax
provision in accordance with the tax law as a result of increase in revenue
in the market recovery.
(7) Gross profit, net profits net profit attributable to shareholders of the
Company and minority interests increased by 1,567.12%, 1,263.09%,
298.03% and 73.27% respectively from the corresponding period of the
prior year mainly due to a decrease in production costs as compared to the
corresponding period of the prior year by strengthening our internal control,
an increase in sales of paper pulp as a result of active market development,
as well as an increase in profit margin of the products.
(III) Analysis of the cash flow during the reporting period
Unit: RMB
Am ounts for the Increase/
Am ounts for the corresponding period decrease
Item reporting period of the prior year (%)
Net cash flows from
operating activities 1,044,925,354.18 337,787,337.65 209.34
Net cash flows from
investing activities -1,676,114,442.20 -1,092,774,164.32 -53.38
Net cash flows from
financing activities -1,120,946,082.01 -44,022,893.49 -2,446.28
Explanation of the reasons leading to the major changes:
(1) Net cash flows from operating activities increased by 209.34% from the
corresponding period of the prior year mainly due to the greater efforts made
by the Company to collect receivables as a result of an increase in cash
received from sale of goods, as well as the higher percentage of payment for
goods by bills by the Company.
(2) Net cash flows from investing activities decreased by 53.38% from the
corresponding period of the prior year mainly due to an increase in new
project investment as compared to the prior year.
(3) Net cash flows from financing activities decreased by 2,446.28% from the
corresponding period of the prior year mainly due to an increase in new
projects as compared to the prior year and an increase in borrowings.
— 10 —
II. Progress of material matters and analysis of their
effects and solutions
1. Particulars of repurchase of B shares by the Company
On 12 December 2012, the Company convened the Third Extraordinary General
Meeting, the Class Meeting for Holders of Domestic listed shares (A shares and
B shares) and the Class Meeting for Holders of Overseas Listed Shares (H
shares), on which resolutions in respect of repurchase of B shares by the
Company were approved, respectively. On 26 February 2013, such repurchase of
B shares by the Company had obtained the approval of the Shenzhen Stock
Exchange and the Company had issued announcements such as Repurchase
Report which marked the commencement of repurchase. As of the end of this
reporting period, the Company cumulatively repurchased 86,573,974 B shares,
representing 4.1985% of the Companys total share capital. The highest
repurchase price was HK$4.00 per share, while the lowest price was HK$3.38
per share. The total amount paid amounted to HK$330,911,185.31 (stamp duty
and commission inclusive).
2. Particulars of repurchase of H shares by the Company
On 21 August 2013, the Company convened the 2013 First Extraordinary General
Meeting, the 2013 First Class Meeting for Holders of Domestic Listed Shares (A
shares and B shares) and the 2013 First Class Meeting for Holders of Overseas
Listed Shares (H shares), on which resolutions in respect of authorising the
Board a general mandate to repurchase H shares of the Company were approved,
respectively. On the following day, the Company made an announcement on the
resolutions of the general meetings, and notice to creditors on repurchase of H
shares of the Company and reduction of registered capital.
On 10 October 2013, the Company received the reply letter Lu Shang Wu Wai
Zi Zi No. [2013] 705 from the Department of Commerce of Shandong Province.
It is preliminary agreed that the Company can repurchase not more than
39,127,000 issued overseas listed shares (H shares). The registered capital shall
be reduced accordingly based on the actual number of the repurchased shares.
Currently, the Company is processing relevant reply procedures with SAFE. As
at the date of this report, the Company has not repurchased any shares yet.
— 11 —
3. During the reporting period, Jiangxi Chenming, Economic and Technological
Development Zone Branch Office of Nanchang Land Reserve Centre and
Management Committee of Nanchang Economic and Technological Development
Zone had entered into a Land Reserve Contract in respect of the State-owned
Land Use Rights in Nanchang City. The land which is subject to land resumption
was the 400 mu land where the plant of Jianxi Chenming was located. The
minutes summary Hong Jing Guan Fa [2013] No. 40 explicitly specified that the
basis of compensation of the acquisition for this land resumption was
RMB230,000 per mu (include all buildings and fixtures erected on the land and
relocation compensation), in aggregate of RMB92 million.
The transaction is executed in accordance with the application of Jiangxi
Chenming and the land reserve plan of Nanchang Municiapl Government. The
land subject to land resumption is an idle land of Jiangxi Chenming. Therefore,
the land resumption can help the Company fully utilise its land resources and
maximise the benefit from our own resources. The compensation of the
acquisition will be used to replenish the working capital of the Company. This
land resumption will not have a material effect on the financial condition and
operating results of the Company.
4. In order to construct the Zhanjiang Pulp Project, on 27 July 2006, the sixteenth
meeting of the fourth session of the Board of the Company resolved to pass the
resolutions in respect of the establishment of Zhanjiang Chenming Paper Pulp
Co., Ltd. (hereinafter referred to as “Zhanjiang Chenming”) and provision of
part of guarantees for its bank loans. It is agreed that a loan for long-term project
of RMB6,000 million from a syndicate of banks including China Development
Bank and other banks will be applied upon the establishment of Zhanjiang
Chenming. The loan is secured by the future assets of the project, with the
remaining part being secured by the joint liability guarantee provided by the
Company.
During the reporting period, Zhanjiang Chenming and the syndicate of banks, in
which China Development Bank as the lead bank and the agent bank, has
completed the land mortgage registration. The secured land area was 1,733,335
sqaure metre and the secured loan amounted to RMB629,200,600, with a term
from 25 March 2008 to 24 March 2023. The secured land registration number is
Zhan Guo Yong (2009) No. 00013.
— 12 —
Tentative announcement
Summary of material disclosure website
matters Disclosure Date enquiry index
Announcement on 22 August 2013 http://www.cninfo.com.cn/
Resolutions of the 2013
First Extraordinary
General Meeting and
2013 First Class
Meeting for Holders of
Domestic Listed Shares
(A shares and B shares)
and the Class Meeting
for Holders of Overseas
Listed Shares (H shares)
Announcement on the 20 January 2008 http://www.cninfo.com.cn/
Loan Contract entered
into between Zhanjiang
Chenming and a bank
consortium
Announcement on 29 July 2006 http://www.cninfo.com.cn/
Resolutions of the
Sixteenth Meeting of the
Fourth Session of the
Board
III. Undertakings made by the Company and shareholders
interested in 5% or m ore of the shares of the
Company made during the reporting period or bef ore
the reporting period but subsisting to the reporting
period
Party Particul
involved in Undertakin ars on
Undertaking undertaking Details of undertaking g date Term the
Undertaking perform
on change ance
in
Undertaking
g in
structure
documents or
shareholding
alternation
documents
reconstructio
n — 13 —
Party Particul
involved in Undertakin ars on
Undertaking undertaking Details of undertaking g date Term the
Undertaking Shouguang (1) According to the plan on defective properties of the 16 January During perform
made on Chenming Company, Shouguang Chenming Holdings 2008 the ance
initial public Holdings Company Limited has issuance nted
offering or Co., Ltd, guaranteed and undertaken that: according to the of H
refinancing the application of the Company, for defective property(ies) shares,
controlling owned by the Company and its holding company which no
shareholder situated in the administrative area of Shouguang city, specific
of the Shouguang Chenming Holdings will purchase term
Company it(them) and have 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 defects cause the Company to incur any
economic losses (including but not limited to damages,
penalties and relocation
costs), Shouguang Chenming Holdings will bear such
economic losses; (3) during
the corrective activities taken to the defective properties of
buildings and land of
subsidiaries of the Company situated outside the local
areas (including the
administrative area of Shouguang city), the
economic losses such as
penalties or relocation costs implemented by competent
administrative authorities
and borne by the subsidiaries arising from defects of
insufficient title documents shall be paid pursuant to the
law by Shouguang Chenming Holdings after verification.
— 14 —
Party Particul
involved in Undertakin ars on
Undertaking undertaking Details of undertaking g date Term the
Shouguang (1) Shouguang Chenming Holdings shall not engage, 22 May During perform
Chenming whether solely, jointly, or by representing itself or any 2008 the ance
Holdings other persons or companies, and shall not procure its issuance nted
Co., Ltd, associates (as defined in The Listing Rules of Hong Kong of H
the Stock Exchange) to engage, in any business which shares,
controlling competes with the business of the Company and its no
shareholder subsidiaries (“Chenming specific
of the Group” or “we”) directly or indirectly, in any country term
Company 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 Groups 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
Shouguang 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
Chenming Groups business, or obtain any business
opportunity which directly or indirectly competes against
Chenming Groups business, 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
Shouguang Chenming
Holdings is in breach of the abovementioned
undertakings, it shall
— 15 —
Party Particul
involved in Undertakin ars on
Undertaking undertaking Details of undertaking g date Term the
indemnify us for any loss caused by such breach and perform
the Company shall have the right to acquire all ance
businesses of Shouguang
Chenming Holdings, which directly or indirectly
compete with the businesses of our Group, at market
price or cost price
(whichever price is lower);
(4) Shouguang 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.
Other
undertakings
made to
minority
sharehold Yes
ers of the
Company
Specific reasons Not applicable
forperforme
d timely?
performance
and further
plans (if
any)
— 16 —
IV. Estimate of the operating results for 2013
Warning of projection on cumulative net profit for the period between the
beginning of the year to the end of the next reporting period to be at a loss or
expected to have material changes as compared to the corresponding period of
prior year and its explanation.
□ Applicable Not applicable
V. Registration report on reception of
research investigations, communications
and interviews during the reporting period
Main topics of
Class of discussion and
Date of Place of Manner of parties Parties information
reception reception reception accommodated accommodated provided
9 July 2013 Conference On-site Institution Minsheng Recent
room of the research Tonghui Asset production and
Company investigation Management operation of
Co., Ltd. the Company
13 September Conference On-site Institution Everbright Recent
2013 room of the research Pramerica Fund production and
Company investigation Management operation of
Co., Ltd. the Company
SHANDONG CHENMING PAPER HOLDINGS LIMITED
25 October 2013
— 17 —
