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晨 鸣B:2013年第三季度报告全文(英文版)2013-10-27  

						    SHANDONG CHENMING PAPER HOLDINGS LIMITED

                         2013 Third Quarter Report




I    ImportantNotice
     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    MajorFinancial 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 Company‘s 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   MaterialMatters

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 Company’s 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 more of the shares of the
       Company made during the reporting period orbef 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
  on change
  in
Undertaking
made in
  offering
  documents or
Undertaking
  made during


                                                      — 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     Strictly
made on          Chenming      Company, Shouguang Chenming Holdings                             2008       the        impleme
  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     Strictly
              Chenming      whether solely, jointly, or by representing itself or any    2008       the        impleme
              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 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
                            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 Group’s business, or obtain any business
                            opportunity which directly or indirectly competes against
                            Chenming Group’s 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
                             the Company shall have the right to acquire all
                             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
Does the         Yes
   undertaki
Specific reasons Not applicable
for
   non-




                                                    — 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




                                       — 17 —
VI Financial Statements

I.   Financial Statements

1.   Consolidated Balance Sheet

     Prepared by: Shandong Chenming Paper Holdings Limited

                                                                             Unit: RMB
 Item                                              Closing balance    Opening balance
 CURRENT ASSETS:
   Monetary funds                                  3,096,074,695.74    4,456,217,362.86
   Balances with clearing companies
   Loans to banks and other financial
     institutions
   Held-for-trading financial assets
   Bills receivable                                2,468,497,924.42    1,852,478,364.46
   Accounts receivable                             3,310,747,533.41    3,602,955,051.18
   Prepayments                                     2,033,877,431.47    1,636,233,924.64
   Premium receivable
   Receivables from reinsurers
   Reinsurance contract reserves receivable
   Interest receivable
   Dividend receivable
   Other receivables                               1,260,910,031.01    1,284,655,342.63
   Financial assets purchased under
     agreements to resell
   Inventories                                     4,062,807,533.65    4,412,548,700.68
   Non-current assets due within one year
   Other current assets                         1,653,097,052.86       1,803,256,307.61
   Total current assets                        17,886,012,202.56      19,048,345,054.06
 NON-CURRENT ASSETS:
   Entrusted loans and advances to
     customers
   Available-for-sale financial assets
   Held-to-maturity investments
   Long-term receivables
   Long-term equity investments                    88,033,350.81         356,796,777.78
   Investment properties                           19,908,007.96          21,211,699.99
   Fixed assets                                21,823,371,465.32      19,751,339,991.06
   Construction in progress                     4,593,105,432.86       5,017,604,821.59
   Construction materials                         104,309,031.41          75,054,992.09


                                        — 18 —
Item                                             Closing balance   Opening balance
  Disposal of fixed assets                         57,556,908.85     287,309,818.03
  Consumable biological assets                  1,282,516,802.97   1,169,269,054.15
  Oil and gas assets
  Intangible assets                             1,501,805,179.08    1,416,497,159.22
  Development expenditure
  Goodwill                                        20,283,787.17       20,283,787.17
  Long-term prepaid expenses                     211,168,195.04      184,770,685.65
  Deferred income tax assets                     469,366,089.03      376,938,086.60
  Other non-current assets
  Total non-current assets                  30,171,424,250.50      28,677,076,873.33
  Total assets                              48,057,436,453.06      47,725,421,927.39
CURRENT LIABILITIES:
  Short-term borrowings                     12,053,509,748.62      12,876,398,495.16
  Borrowings from the central bank
  Customer bank deposits and due to banks
    and other financial institutions
  Placements from banks and other
    financial institutions
  Held-for-trading financial liabilities
  Bills payable                                   637,110,790.59    1,285,627,762.07
  Accounts payable                              2,916,367,646.65    3,239,782,414.81
  Advance receipts                                531,602,086.05      347,835,110.87
  Assets sold under agreements to
    repurchase
  Handling charges and commission
    payable
  Staff remuneration payables                    133,001,890.71      177,847,769.71
  Taxes payable                                  124,716,710.48      106,816,413.87
  Interest payable                               250,293,989.35      133,046,123.31
  Dividend payable
  Other payables                                 646,153,724.62      435,772,288.98
  Due to reinsurers
  Insurance contract reserves
  Customer brokerage deposits
  Securities underwriting brokerage
    deposits
  Non-current liabilities due within one
    year                                       690,657,639.26       1,368,108,800.00
  Other current liabilities                  1,823,805,728.56          17,659,498.56
  Total current liabilities                 19,807,219,954.89      19,988,894,677.34


                                     — 19 —
Item                                               Closing balance    Opening balance
NON-CURRENT LIABILITIES:
  Long-term borrowings                             3,856,914,718.64    3,933,167,835.94
  Bonds payable                                    6,264,399,382.82    6,256,263,237.00
  Long-term payables
  Special payables                                  601,989,952.05      641,526,872.70
  Estimated liabilities
  Deferred income tax liabilities
  Other non-current liabilities                 3,049,711,534.60       2,560,151,371.36
Total non-current liabilities                  13,773,015,588.11      13,391,109,317.00
TOTAL LIABILITIES                              33,580,235,543.00      33,380,003,994.34
OWNERS’ EQUITY (OR
  SHAREHOLDERS’ EQUITY):
  Paid-up capital (or share capital)               2,062,045,941.00    2,062,045,941.00
  Capital reserves                                 6,383,471,238.54    6,414,892,999.53
  Less: Treasury shares                              265,363,183.60
  Special reserves
  Surplus reserves                                 1,132,116,106.40    1,132,116,106.40
  General risk provisions
  Retained profit                                  4,560,978,654.79    4,149,511,927.88
Difference in foreign currency translation            10,886,240.62          929,205.04
Total equity attributable to equity holders
  of the Company                               13,884,134,997.75      13,759,496,179.85
Minority interests                                593,065,912.31         585,921,753.20
Total owners’ equity (or shareholders’
  equity)                                      14,477,200,910.06      14,345,417,933.05
TOTAL LIABILITIES AND OWNERS’
  EQUITY (OR SHAREHOLDERS’
  EQUITY)                                      48,057,436,453.06      47,725,421,927.39

Legal Representative:      Financial controller:      Head of the financial department:
   Chen Hongguo              Wang Chunfang                     Dong Lianming




                                        — 20 —
2.   Balance sheet of the Company

     Prepared by: Shandong Chenming Paper Holdings Limited

                                                                      Unit: RMB
Item                                          Closing balance   Opening balance
CURRENT ASSETS:
  Monetary funds                            1,613,174,614.03    3,057,756,467.02
  Held-for-trading financial assets
  Bills receivable                          1,598,260,934.63    2,592,967,374.30
  Accounts receivable                       4,307,860,364.81      342,497,381.57
  Prepayments                               1,127,577,507.63      646,962,478.93
  Interest receivable
  Dividend receivable                         592,453,350.99    512,215,933.76
  Other receivables                         8,742,500,521.55  9,232,778,999.32
  Inventories                                 972,353,819.69    937,107,565.73
  Non-current assets due within one year                        500,000,000.00
  Other current assets                         86,891,414.00     62,260,013.84
  Total current assets                     19,041,072,527.33 17,884,546,214.47
NON-CURRENT ASSETS:
  Available-for-sale financial assets
  Held-to-maturity investments
  Long-term receivables
  Long-term equity investments              8,675,646,505.98    8,991,578,553.83
  Investment property                          19,908,007.96       21,211,699.99
  Fixed assets                              5,246,593,025.40    5,006,474,783.75
  Construction in progress                     71,433,323.25      513,157,612.96
  Construction materials                        1,743,307.96        2,536,053.61
  Disposal of fixed assets
  Productive biological assets
  Oil and gas assets
  Intangible assets                            310,547,305.59    313,572,418.35
  Development expenditure
  Goodwill
  Long-term prepaid expenses
  Deferred income tax assets                    17,320,351.36      21,517,455.45
  Other non-current assets
  Total non-current assets                 14,343,191,827.50 14,870,048,577.94
TOTAL ASSETS                               33,384,264,354.83 32,754,594,792.41




                                   — 21 —
Item                                             Closing balance    Opening balance
CURRENT LIABILITIES:
  Short-term borrowings                          6,425,191,320.84   7,847,558,953.68
  Held-for-trading financial liabilities
  Bills payable                                    134,000,000.00     643,432,387.04
  Accounts payable                               1,098,696,523.61   1,044,590,466.45
  Advance receipts                                 265,569,314.45     417,522,231.17
  Staff remuneration payables                       67,325,230.53     101,268,730.42
  Taxes payable                                     33,430,940.81      25,109,370.51
  Interest payable                                 243,482,861.15     129,893,611.11
  Dividend payable
  Other payables                                  257,329,063.65     255,596,331.72
  Non-current liabilities due within one
    year                                        222,960,000.00    514,843,000.00
  Other current liabilities                   1,808,128,791.64      2,328,791.64
  Total current liabilities                  10,556,114,046.68 10,982,143,873.74
NON-CURRENT LIABILITIES:
  Long-term borrowings                             781,052,035.94     352,112,035.94
  Bonds payable                                  5,766,364,103.53   5,760,200,575.93
  Long-term payables
  Special payables
  Estimated liabilities
  Deferred income tax liabilities
  Other non-current liabilities               2,604,621,148.42 2,214,846,544.38
  Total non-current liabilities               9,152,037,287.89 8,327,159,156.25
  Total liabilities                          19,708,151,334.57 19,309,303,029.99
OWNERS’ EQUITY (OR
  SHAREHOLDERS’ EQUITY):
  Paid-up capital (or share capital)             2,062,045,941.00   2,062,045,941.00
  Capital reserves                               6,184,215,988.77   6,184,215,988.77
  Less: Treasury shares                            265,363,183.60
  Special reserves
  Surplus reserves                               1,119,926,524.49   1,119,926,524.49
  General risk provisions
  Retained profit                                4,575,287,749.60   4,079,103,308.16
Difference in foreign currency translation
Total owners’ equity (or shareholders’
  equity)                                    13,676,113,020.26 13,445,291,762.42
TOTAL LIABILITIES AND OWNERS’
  EQUITY (OR SHAREHOLDERS’
  EQUITY)                                    33,384,264,354.83 32,754,594,792.41

Legal Representative:    Financial controller:      Head of the financial department:
   Chen Hongguo            Wang Chunfang                     Dong Lianming



                                     — 22 —
3.   Consolidated Income Statement f orthe reporting
     period

     Shandong Chenming Paper Holdings Limited

                                                                        Unit: RMB
                                              Am ounts for the    Am ounts for the
Item                                          reporting period        prior period
I. Total revenue                              5,025,294,991.60    5,001,125,623.43
     Including: Revenue                       5,025,294,991.60    5,001,125,623.43
II. Total operating costs                     4,870,088,378.83    5,073,803,940.65
     Including: Operating costs               4,038,682,108.57    4,227,112,334.26
                 Business taxes and
                   surcharges                     24,719,816.87     19,309,873.62
                 Sales and distribution
                   expenses                      270,152,438.87    296,850,216.78
                 General and
                   administrative expenses       309,492,033.30    286,962,632.78
                 Finance expenses                231,269,441.78    244,410,722.68
                 Loss on impairment of
                   assets                         -4,227,460.57        -841,839.47
                 Investment income
                   (“-” denotes loss)             130,399.74       -3,254,483.08
                 Including: Investment
                   income from associates
                   and joint ventures               -440,786.76     -3,254,483.08
III. Operating profit (“-” denotes loss)       155,337,012.51    -75,932,800.30
     Plus:       Non-operating income             96,133,155.39    108,498,523.28
     Less:       Non-operating expenses           23,281,361.85      7,758,366.15
     Including: Loss on disposal of
                 non-current assets               21,879,442.43        680,539.97
IV. Total profit (“-” denotes total loss)      228,188,806.05     24,807,356.83
     Less:       Income tax expenses              35,105,651.56     13,196,636.89
V. Net profit (“-” denotes net loss)           193,083,154.49     11,610,719.94
     Net profit attributable to
       shareholders of the Company               196,585,533.20      38,909,228.41
     Minority interests                           -3,502,378.71     -27,298,508.47
VI. Earnings per share:                                      —                 —
     (I) Basic earnings per share                        0.0973             0.0189
     (II) Diluted earnings per share                     0.0973             0.0189
VII. Other comprehensive income                    1,848,169.03         156,769.51
VIII.Total comprehensive income                  194,931,323.52      11,767,489.45
                                      — 23 —
                                            Am ounts for the     Am ounts for the
Item                                        reporting period         prior period
    Total comprehensive income
     attributable to shareholders of the
     Company                                    198,433,702.23      39,065,997.92
    Total comprehensive income
     attributable to minority interests          -3,502,378.71     -27,298,508.47

Legal Representative:   Financial controller:     Head of the financial department:
   Chen Hongguo           Wang Chunfang                    Dong Lianming




                                    — 24 —
  4.   Income statement of the Company f orthe
                   reporting period

       Prepared by: Shandong Chenming Paper Holdings Limited

                                                                          Unit: RMB
                                               Am ounts for the    Am ounts for the
Item                                           reporting period        prior period
I. Revenue                                     2,370,392,217.26    2,214,888,925.36
    Less:        Operating costs               1,864,167,775.77    1,821,831,768.94
                 Business taxes and
                   surcharges                       9,922,947.86      13,494,701.80
                 Sales and distribution
                   expenses                        70,574,883.94      79,071,376.54
                 General and
                   administrative expenses        147,351,141.86     135,877,788.66
                 Finance expenses                 136,913,959.08     110,588,252.99
                 Loss on impairment of
                   assets                           4,501,623.46       -1,103,338.31
                 Investment income
                   (“-” denotes loss)              130,399.74      517,459,957.05
                 Including: Investment
                   income from associates
                   and joint ventures                -440,786.76      -3,254,483.08
II. Operating profit (“-” denotes loss)         137,090,285.03     572,588,331.79
     Plus:       Non-operating income               1,578,011.65      32,616,098.51
     Less:       Non-operating expenses             6,270,701.36         628,871.11
     Including: Loss on disposal of
                 non-current assets                 5,270,701.36          28,871.11
III. Total profit (“-” denotes total loss)      132,397,595.32     604,575,559.19
     Less:       Income tax expenses               14,687,750.26       9,564,284.26
IV. Net profit (“-” denotes net loss)           117,709,845.06     595,011,274.93
V. Earnings per share:                                        —                 —
     (I) Basic earnings per share                           0.06               0.29
     (II) Diluted earnings per share                        0.06               0.29
     VII. Total comprehensive income              117,709,845.06     595,011,274.93

Legal Representative:     Financial controller:     Head of the financial department:
   Chen Hongguo             Wang Chunfang                    Dong Lianming




                                       — 25 —
5.   Consolidated Income Statement from the beginning of
     the year to the end of the reporting period

     Prepared by: Shandong Chenming Paper Holdings Limited

                                                                       Unit: RMB
                                              Am ounts for the Am ounts for the
Item                                          reporting period      prior period
I. Total revenue                             15,053,196,350.03 14,965,577,158.47
    Including: Revenue                       15,053,196,350.03 14,965,577,158.47
    Interest income
    Earned premium
    Handling charges and commission
      income
II. Total operating costs                    14,815,085,090.52 15,259,640,091.54
    Including: Operating costs               12,290,031,922.92 12,727,625,270.29
                Interest expenses
                Handling charges and
                  commission expenses
                Surrenders
                Net claims paid
                Net change in insurance
                  contract reserves
                Policyholder dividend
                  expenses
                Expenses for reinsurance
                  accepted
                Business taxes and
                  surcharges                     63,687,324.86     51,156,658.73
                Sales and distribution
                  expenses                      840,551,181.32    832,809,505.31
                General and
                  administrative expenses       912,015,987.28    849,757,346.38
                Finance expenses                717,678,559.57    785,696,377.13
                Loss on impairment of
                  assets                         -8,879,885.44     12,594,933.70
    Plus:       Gain on change in fair
                value (“-” denotes loss)        9,229,042.51     15,457,198.72
                Investment income
                  (“-” denotes loss)            5,313,584.84     -5,971,012.39
                Including: Investment
                  income from associates
                  and joint ventures                -19,749.84     -5,971,012.39
                Foreign exchange gains
                  (“-” denotes loss)

                                     — 26 —
                                              Am ounts for the    Am ounts for the
Item                                          reporting period        prior period
III. Operating profit (“-” denotes loss)      252,653,886.86     -284,576,746.74
     Plus: Non-operating income                 432,438,516.55      331,966,255.18
     Less: Non-operating expenses                62,821,989.23       10,063,384.59
     Including: Loss on disposal of
       non-current assets                         57,750,225.02       1,589,886.96
IV. Total profit (“-” denotes total loss)      622,270,414.18      37,326,123.85
     Less: Income tax expenses                   117,976,857.82         329,703.66
V. Net profit (“-” denotes net loss)           504,293,556.36      36,996,420.19
     Including: Net profit achieved by the
        acquisition before business merger
     Net profit attributable to
       shareholders of the Company               529,995,044.93     133,154,191.26
     Minority interests                          -25,701,488.57     -96,157,771.07
VI. Earnings per share:                                      —                 —
     (I) Basic earnings per share                          0.26               0.06
     (II) Diluted earnings per share                       0.26               0.06
VII. Other comprehensive income                    9,957,035.59           4,382.70
VIII.Total comprehensive income                  514,250,591.95      37,000,802.89
     Total comprehensive income
       attributable to shareholders of the
       Company                                   539,952,080.52     133,158,573.96
     Total comprehensive income
       attributable to minority interests        -25,701,488.57     -96,157,771.07

Legal Representative:    Financial controller:     Head of the financial department:
   Chen Hongguo            Wang Chunfang                    Dong Lianming




                                     — 27 —
6.   Income statement of the Company from the beginning of
     the year to the end of the reporting period
     Prepared by: Shandong Chenming Paper Holdings Limited
                                                                          Unit: RMB
                                               Am ounts for the    Am ounts for the
Item                                           reporting period        prior period
I. Revenue                                     7,287,424,740.19    6,302,112,568.48
    Less:        Operating costs               5,840,720,052.93    5,270,075,278.08
                 Business taxes and
                   surcharges                      31,366,032.17      30,160,356.01
                 Selling and distribution
                   expenses                       221,752,445.18     204,102,324.10
                 General and
                   administrative expenses        437,747,019.01     400,662,713.06
                 Finance expenses                 391,759,346.57     355,580,685.74
                 Loss on impairment of
                   assets                           8,203,458.76       -8,148,207.54
     Plus:       Gain on change in fair
                 value (“-” denotes loss)
                 Investment income (“-”
                   denotes loss)                  255,843,242.05     560,252,364.96
                 Including: Investment
                   income from associates
                   and joint ventures                 -19,749.84      -5,971,012.39
II. Operating profit (“-” denotes loss)         611,719,627.62     609,931,783.99
     Plus:       Non-operating income              95,672,454.19     185,227,909.33
     Less:       Non-operating expenses            35,234,864.93         780,003.59
                 Including: Loss on
                   disposal of non-current
                   assets                          33,734,864.93         155,357.49
III. Total profit (“-” denotes total loss)      672,157,216.88     794,379,689.73
     Less:       Income tax expenses               57,444,457.42      23,924,683.92
IV. Net profit (“-” denotes net loss)           614,712,759.46     770,455,005.81
V. Earnings per share:                                        —                 —
     (I) Basic earnings per share                            0.3               0.37
     (II) Diluted earnings per share                         0.3               0.37
VI. Other comprehensive income
VII. Total comprehensive income                   614,712,759.46     770,455,005.81

Legal Representative:     Financial controller:     Head of the financial department:
   Chen Hongguo             Wang Chunfang                    Dong Lianming

                                       — 28 —
7.   Consolidated cash flow statement from the beginning of
     the year to the end of the reporting period
     Prepared by: Shandong Chenming Paper Holdings Limited
                                                                     Unit: RMB
                                           Am ounts for the    Am ounts for the
Item                                       reporting period        prior period
I. Cash flows from operating activities:
    Cash received from sales of goods
     and rendering of services             17,933,539,107.12 14,135,299,123.22
    Net increase in customer bank
     deposits and due to banks and
     other financial institutions
    Net increase in borrowings from the
     central bank
    Net increase in placements from
     other financial institutions
    Cash received from premiums under
     original insurance contracts
    Net cash received from reinsurance
     business
    Net increase in deposits from
     policyholders
    Net increase from disposal of
     held-for-trading financial assets
    Cash received from interest,
     handling charges and commissions
    Net increase in placements from
     banks and other financial
     institutions
    Net capital increase of repurchase
     business
    Tax rebates received                      18,840,149.03        5,344,897.23
    Cash received relating to other
     operating activities                      95,449,720.11    280,983,695.76
    Subtotal of cash inflows from
     operating activities                  18,047,828,976.26 14,421,627,716.21
    Cash paid for goods and services       15,228,571,738.98 11,723,218,508.93
    Net increase in loans and advances
     to customers
    Net increase in deposits with the
     central bank and other financial
     institutions


                                   — 29 —
                                             Am ounts for the    Am ounts for the
Item                                         reporting period        prior period
     Cash paid for claims under original
       insurance contracts
     Cash paid for interest, handling
       charges and commission
     Cash paid for policyholder dividend
     Cash paid to and for employees             601,968,027.11    647,767,716.18
     Payments of taxes and surcharges           771,231,021.58    933,311,776.56
     Cash paid relating to other operating
       activities                               401,132,834.41    779,542,376.89
Subtotal of cash outflows from operating
  activities                                 17,002,903,622.08 14,083,840,378.56
Net cash flows from operating activities      1,044,925,354.18    337,787,337.65
II. Cash flows from investment
     activities:
     Cash received from investments
     Cash received from investment
       income
     Net cash received from disposal of
       fixed assets, intangible assets and
       other long-term assets                   256,077,895.62        830,503.45
     Net cash received from disposal of
       subsidiaries and other business
       units                                    485,238,686.50
     Cash received relating to other
       investment activities                    365,961,341.00    680,982,210.00
     Subtotal of cash inflows from
       investment activities                  1,107,277,923.12    681,812,713.45
     Cash paid for purchase of fixed
       assets, intangible assets and other
       long-term assets                       2,783,392,365.32   1,504,586,877.77
     Cash paid on investments                                      270,000,000.00
     Net increase in pledged loans
     Net cash paid for acquisition of
       subsidiaries and other business
       units
     Cash paid relating to other
       investment activities
     Subtotal of cash outflows from
       investment activities                  2,783,392,365.32   1,774,586,877.77




                                     — 30 —
                                             Am ounts for the       Am ounts for the
Item                                         reporting period           prior period
     Net cash flows from investment
       activities                            -1,676,114,442.20      -1,092,774,164.32
III. Cash flows from financing activities:
     Cash received from capital
       contribution                                66,000,000.00
     Including: cash received from
       minority interest contribution to
       subsidiaries                              66,000,000.00
     Cash received from borrowings           15,408,384,710.10 17,627,355,217.24
     Cash received from bonds issue
     Cash received relating to other
       financing activities                      3,283,300,000.00   1,245,088,422.26
     Subtotal of cash inflows from
       financing activities                  18,757,684,710.10 18,872,443,639.50
     Cash repayments on borrowing            16,935,564,741.60 17,872,124,984.70
     Cash paid for dividend and profit
       distribution or interest payment          1,041,755,837.56   1,044,341,548.29
     Including: dividend and profit paid
       to minority interests by
       subsidiaries                                12,801,533.50       12,420,240.00
     Cash paid relating to other financing
       activities                                1,901,310,212.95
Subtotal of cash outflows from financing
  activities                                 19,878,630,792.11 18,916,466,532.99
Net cash flows from financing activities     -1,120,946,082.01    -44,022,893.49
IV. Effect of changes in foreign
     exchange rate on cash and cash
     equivalents                                   12,146,997.98        2,804,271.54
V. Net increase in cash and cash
     equivalents                             -1,739,988,172.05       -796,205,448.62
     Plus: Balance of cash and cash
       equivalents as at the beginning of
       the period                                2,347,264,111.98   2,317,048,619.53
VI. Balance of cash and cash equivalents
     as at the end of the period                  607,275,939.93    1,520,843,170.91

Legal Representative:    Financial controller:      Head of the financial department:
   Chen Hongguo            Wang Chunfang                     Dong Lianming




                                     — 31 —
8.   Cash flow statement of the Company from the beginning of
     the year to the end of the reporting period

     Prepared by: Shandong Chenming Paper Holdings Limited

                                                                        Unit: RMB
                                             Am ounts for the     Am ounts for the
Item                                         reporting period         prior period
I. Cash flows from operating activities:
     Cash received from sales of goods
       and rendering of services              7,883,683,567.23    6,504,753,641.17
     Tax rebates received
     Cash received relating to other
       operating activities                     162,953,925.37     207,176,266.39
     Subtotal of cash inflows from
       operating activities                   8,046,637,492.60    6,711,929,907.56
     Cash paid for goods and services        10,339,155,745.46    4,781,250,038.82
     Cash paid to and for employees             241,038,926.17      210,593,080.77
     Payments of taxes and surcharges           365,280,833.76      472,353,682.65
     Cash paid relating to other operating
       activities                               -790,437,131.21    260,594,132.82
Subtotal of cash outflows from operating
  activities                                 10,155,038,374.18    5,724,790,935.06
Net cash outflows from operating
  activities                                 -2,108,400,881.58     987,138,972.50
II. Cash flows from investing activities:
     Cash received from investments             500,000,000.00      50,000,000.00
     Cash received from investment
       income intangible assets and other
       long-term assets                          42,253,060.69      47,520,173.46
     Net cash received from disposal of
       fixed assets, intangible assets and
       other long-term assets                        88,504.24          49,702.28
     Net cash received from disposal of
       subsidiaries and other business
       units                                    235,238,686.50
     Cash received relating to other
       investment activities
     Subtotal of cash inflows from
       investment activities                    777,580,251.43      97,569,875.74




                                     — 32 —
                                             Am ounts for the       Am ounts for the
Item                                         reporting period           prior period
     Cash paid for purchase of fixed
       assets, intangible assets and other
       long-term assets                            65,385,305.23      147,808,785.14
     Cash paid on investments                      80,813,235.00      589,465,450.00
     Net cash paid for acquisition of
       subsidiaries and other business
       units
     Cash paid relating to other
       investment activities
Subtotal of cash outflows from
  investment activities                           146,198,540.23      737,274,235.14
Net cash flows from investment activities         631,381,711.20     -639,704,359.40
III. Cash flows from financing activities:
     Cash received from capital
       contribution
     Cash received from borrowings               9,366,866,396.82 10,474,339,673.89
     Cash received from bonds issue              3,279,300,000.00
     Cash received relating to other
       financing activities                                         1,083,500,000.00
     Subtotal of cash inflows from
       financing activities                  12,646,166,396.82 11,557,839,673.89
     Cash repayments on borrowing            10,653,538,623.36 11,702,151,515.23
     Cash paid for dividend and profit
       distribution or interest payment           436,205,012.51      818,971,968.37
     Cash paid relating to other financing
       activities                                1,858,777,761.06     551,472,065.16
Subtotal of cash outflows from financing
  activities                                 12,948,521,396.93 13,072,595,548.76
Net cash flows from financing activities       -302,355,000.11 -1,514,755,874.87
IV. Effect of changes in foreign
     exchange rate on cash and cash
     equivalents                                     1,193,190.99       6,163,155.84
V. Net increase in cash and cash
     equivalents                             -1,778,180,979.50      -1,161,158,105.93
     Plus: Balance of cash and cash
       equivalents as at the beginning of
       the period                                1,786,622,854.08   1,290,039,078.57
VI. Balance of cash and cash equivalents
     as at the end of the period                     8,441,874.58     128,880,972.64

Legal Representative:    Financial controller:      Head of the financial department:
   Chen Hongguo            Wang Chunfang                     Dong Lianming


                                     — 33 —
II.   Auditors’Report

      Has the third quarter report already been audited yet?

      □ Yes                 No

      The third quarter report of the Company is unaudited.




                            SHANDONG CHENMING PAPER HOLDINGS LIMITED

                                               25 October 2013




                                       — 34 —