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晨 鸣B:2014年第一季度报告全文(英文版)2014-04-30  

						



                       



   SHANDONG CHENMING PAPER HOLDINGS
               LIMITED

         2014 First Quarter Report

















                 April 2014












                   1

   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 that the contents of the quarter report (“Quarter
       Report”) are true, accurate and complete and there are no false representations,
       misleading statements or material omissions, and jointly and severally accept
       liability.

       All Directors were present at the Board meeting to consider and approve this
       quarterly report.

       Chen Hongguo, head of the Company, Li Dong, head in charge of accounting and
       Liu J u n, head of the accounting department (Accounting Officer), declare that
       they warrant the truthfulness, accuracy and completeness of the financial
       statements in the Quarter Report.




                                         2
   II   Major financial data and change of shareholders

   1.   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


                              
                                                                                      Increase/decrease
                                                                                      compared to the
                                                         
                                                                                         corresponding
                                       This reporting             Corresponding           period of the
                                                period      period of prior year             prior year
   Revenue (RMB)                     4,078,069,314.47           4,923,810,623.61               -17.18%
   Net profit attributable                                                         
                                                                                   
     to shareholders of the                                                        
     Company (RMB)                       81,273,928.14             71,411,642.71               13.81%
   Net profit after                                                                
                                                                                   
     extraordinary gains or                                                        
     losses attributable to                                                        
                                                                                   
     shareholders of the                                                           
     Company (RMB)                      -48,792,027.97            14,781,161.08              -430.10%
   Net cash flows from                                                             
                                                                                   
     operating activities                                                          
     (RMB)                              631,844,125.85           280,787,686.38               125.03%
   Basic earnings per                                                              
                                                                                   
     share (RMB per                                                                
     share)                                       0.04                      0.03               33.33%
   Diluted earnings per                                                            
                                                                                   
     share (RMB per                                                                
     share)                                       0.04                      0.03               33.33%
   Rate of return on net                                                           
                                                                                   
     assets on weighted                                                            
     average basis (%)                          0.58%                     0.52%                  0.06%
                                                                                      Increase/decrease
                                                         
                                                                                      compared to the
                                                                                         corresponding
                                  As at the end of the            As at the end           period of the
                                     reporting period             of prior year              prior year
   Total assets (RMB)               48,284,558,080.95         47,521,883,569.18                  1.60%
   Net assets attributable                                                         
                                                                                   
     to shareholders of the                                                        
     Company (RMB)                  14,067,211,811.15         14,039,888,226.11                  0.19%


                                                  3
       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
                                                                     
   Gain or loss from disposal of              
     non-current assets (including            
                                              
     write-off of provision for assets        
     impairment)                                     63,617,955.54
   Government grants (except for the                                 
                                              
     government grants closely related to     
                                              
     the normal operation of the company      
     and granted constantly at a fixed        
                                              
     amount or quantity in accordance         
     with a certain standard based on state   
                                              
     policies) accounted for in profit or     
     loss for the current period                     64,362,305.48
                                              
   Non-operating gains and losses other                              
     than the above items                            40,121,304.22
   Less: Effect of income tax                        31,426,178.16 
   Effect of minority interests (after tax)           6,609,430.97 
   Total                                            130,065,956.11                —

       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




                                         4
   2.    Total number of shareholders and the shareholding of the top ten
         shareholders as at the end of the reporting period


                                                                                                                 Unit: share


   Total number of shareholders as at the end of           134,276, of which 104,964 were holders of A shares,
     the reporting period                                  28,757 holders of B shares and 555 holders of H shares
                                     Shareholding of the top ten shareholders
                                                                                          
                                                                                                              Share pledged
                                                                                          
                                                             Percentage                      Number of         or locked-up
                                                                                                                    
                                                                     of        Number         restricted      Status 
                                     Nature of             shareholding       of shares          shares           of 
   Name of shareholders              shareholders                                  held             held      shares Number
   HKSCC NOMINEES                    Overseas legal             19.73% 389,814,500                     0                      0
    LIMITED                          person
   SHOUGUANG CHENMING                State-owned                14.83% 293,003,657                     0                      0
     HOLDINGS COMPANY                legal person
     LIMITED
   ZHONGRONG                         Others                      1.85%       36,620,302                0                      0
     INTERNATIONAL TRUST
     CO., LTD. —HAITONG
     UMBRELLA BAO NO. 1
     SECURITIES
     INVESTMENT
     ASSEMBLED FUNDS
     TRUST
   PLATINUM ASIA FUND                Overseas legal              1.64%       32,341,052                0                      0
                                     person
   CAITONG FUND -                    Others                      1.47%       29,056,556                0                      0
     EVERBRIGHT BANK —
     CAITONG FUND —YUAN
     MEINO. 2 ASSETS
     MANAGEMENT
     PROGRAMME
   CAITONG FUND           Others                                 1.47%       28,948,049                0                      0
     —EVERBRIGHT BANK —
     YUAN MEI NO. 1
     ASSETS MANAGEMENT
     PROGRAMME
   YUNNAN INTERNATIONAL              Others                      0.73%       14,377,397                0                      0
    TRUST CO., LTD. —
    YUNNAN TRUST
    GROWTH 2013 —NO. 2
    ASSEMBLED FUNDS
    TRUST PROGRAMME
   BBH A/C VANGUARD                  Overseas legal              0.61%       12,036,985                0                      0
     EMERGING MARKETS                person
     STOCK INDEX FUND
   BILL & MELINDA GATES              Overseas legal              0.51%       10,033,077                0                      0
     FOUNDATION TRUST                person
   Jin Xing                          Domestic natural            0.41%        8,078,300                0                      0
                                     person




                                                        5


                Shareholding of the top ten shareholders of non-restricted shares
                                                Number of 

                                             non-restricted            Class of shares
 Name of shareholders                          shares held    Class of shares             Number
 HKSCC NOMINEES LIMITED                       389,814,500      Overseas listed         389,814,500
                                                                foreign shares
   SHOUGUANG CHENMING                              293,003,657        RMB ordinary           293,003,657
   HOLDINGS COMPANY LIMITED                                                 shares
   ZHONGRONG INTERNATIONAL                            36,620,302      RMB ordinary             36,620,302
   TRUST CO., LTD. —HAITONG                                                shares
   UMBRELLA BAO NO. 1 SECURITIES
   INVESTMENT ASSEMBLED FUNDS
   TRUST
   PLATINUM ASIA FUND                                 32,341,052     Domestic listed           32,341,052
                                                                      foreign shares
   CAITONG FUND - EVERBRIGHT                          29,056,556      RMB ordinary             29,056,556
   BANK — CAITONG FUND —YUAN                                              shares
   MEINO. 2 ASSETS MANAGEMENT
   PROGRAMME
   CAITONG FUND —EVERBRIGHT                          28,948,049      RMB ordinary             28,948,049
   BANK — YUAN MEI NO. 1 ASSETS                                            shares
   MANAGEMENT PROGRAMME
   YUNNAN INTERNATIONAL TRUST                         14,377,397      RMB ordinary             14,377,397
   CO., LTD. — YUNNAN TRUST                                                shares
   GROWTH 2013 —NO. 2 ASSEMBLED
   FUNDS TRUST PROGRAMME
   BBH A/C VANGUARD EMERGING                          12,036,985     Domestic listed           12,036,985
   MARKETS STOCK INDEX FUND                                           foreign shares
   BILL & MELINDA GATES                               10,033,077      RMB ordinary             10,033,077
   FOUNDATION TRUST                                                         shares
   Jin Xing                                            8,078,300      RMB ordinary              2,096,600
                                                                            shares
                                                                     Domestic listed            5,981,700
                                                                      foreign shares
   Connected relationship or concert-party Shouguang Chenming Holdings Company Limited,                  a
   relationship among the above            state-owned legal person shareholder, is not connected with any
   shareholders                            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.
                                           Both Caitong Fund - Everbright Bank - Caitong Fund - Yuan
                                           Mei No. 2 Assets Management Programme and Caitong Fund -
                                           Everbright Bank - Yuan Mei No. 1 Assets Management
                                           Programme are funds managed by Caitong Fund Management
                                           Co., Ltd. Save for 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.




                                                  6
   Whether an agreed repurchase transaction was entered during the reporting period
   by the shareholders of the Company
      √ Yes           □No


   On 20 January 2014, Shouguang Chenming Holdings Limited, a shareholder
   holding more than 5% interest of the Company, disposed of 86,600,000 shares
   through agreed repurchase type securities trading, the number of shares held by
   the Company before and after the transaction are set out below:


                                                                            Unit: Share


                               Before transaction             After transaction
                        
                                        Percentage of                  Percentage of
                                                       
                                             the total                      the total
                            Number of share capital        Number of share capital

                           shares held          of the    shares held          of the
   Name of                      by the      Company            by the      Company
   shareholders              Company                        Company
   Shouguang Chenming      206,403,657        10.45%      293,003,657        14.83%
   Holdings Company
   Limited




                                      7
   III Material matters


   I.   Details and reasons for significant changes of major accounting statement
        items and financial indicators during the reporting period


   (I) Analysis of the assets and liabilities of the Company


                                                                                       Unit: RMB

                                                                       
                                                                                    Reasons
   Item                       31 March 2014        31 December 2013       Change for change
                                                                                    
   Construction in                                                                  
     progress                2,962,938,369.71       5,266,031,817.60      -43.73%            (1)
                                                                                    
   Disposal of fixed                                                                
     assets                    333,378,731.42         588,181,647.53      -43.32%            (2)
   Bills payable               198,840,000.00         290,403,790.59      -31.53%            (3)
   Advance receipts            218,750,535.23         442,432,261.58      -50.56%            (4)
   Interest payable            268,757,445.94         153,189,860.42       75.44%            (5)
   Long-term payables          128,000,000.00          60,000,000.00      113.33%            (6)
   Treasury shares              92,333,379.10          30,954,891.40      198.28%            (7)

        Explanation of the reasons leading to the major changes:


        (1) Construction in progress decreased by 43.73% mainly due to the
            reclassification of the construction in progress into fixed assets upon the
            completion of Jilin Chenming’s environment protection relocation
            project, Meilun’s paper additives project and Wuhan’s household paper
            project.


        (2) Disposal of fixed assets decreased by 43.32% mainly due to the completion
            of Jilin Chenming’s environment protection relocation project and disposal
            of old plants.


        (3) Bills payable decreased by 31.53% mainly due to the decrease in acceptance
            bills issued by the Company for payment of goods.


        (4) Advance receipts decreased by 50.56% mainly due to the increase in letter of
            credit issued by the Company for payment of goods and a shorter time for
            goods delivery.




                                           8
       (5) Interest payable increased by 75.44% mainly due to the interest payment on
           corporate bonds and medium-term notes by the Company.


       (6) Long-term payables increased by 113.33% mainly due to the increase in
           borrowings from the Management Committee of Nanchang Economic and
           Technological Development Zone to Jiangxi Chenming for promotion of the
           smooth commencement of its phase II project.


       (7) Treasury shares increased by 198.28% mainly due to the repurchase of H
           shares by the Company during the first quarter.


   (II) Reasons for significant year on year changes of income statement items
        during the reporting period


                                                                                       Unit: RMB

                                                                        
                                                                                     Reasons
   Item                   January - March 2014 January   - March 2013      Change for change
                                                                                    
   Loss on impairment of                                                            
     assets                        -9,028,147.99         -5,070,294.78    -78.06%            (1)
   Investment income               -3,377,138.33            -61,544.44 -5,387.32%            (2)
   Operating profit              -73,970,004.17           9,797,160.75 -855.01%              (3)
   Non-operating income          176,033,614.08          75,195,949.69    134.10%            (4)
   Income tax expenses            21,288,605.27          12,445,693.81     71.05%            (5)
                                                                                    
   Other comprehensive                                                              
     income                        -3,614,222.32           388,992.69 -1,029.12%             (6)

       Explanation of the reasons leading to the major changes:


       (1) Loss on impairment of assets by 78.06% mainly due to fewer bad debts
           provisions as compared to the corresponding period of the prior year as a
           result of an increase in the accounts receivable managed by the Company.


       (2) Investment loss increased by 5,387.32% mainly due to the increase in loss
           on disposal of subsidiaries and investment loss from associates.


       (3) Operating profit decreased by 855.01% mainly due to the decrease in sales
           of the Company during Chinese New Year and suspension of production of certain
           subsidiaries due to annual inspection.


       (4) Non-operating income increased by 134.10% mainly due to the increase in
           net income from disposal of assets.


                                           9
           (5) Income tax expenses increased by 71.05% mainly due to the increase in total
               profit of the Company for the current period.


           (6) Other comprehensive income decreased by 1,029.12% mainly due to the
               decrease in foreign currency translation differences arising from RMB
               depreciation.


   (III)     Analysis of cash flows during the reporting perio d


                                                                                       Unit: RMB

                                                                Am ounts for the 
                               
                                                                 corresponding 
                                                                                 
                                      Am ounts for the                period of 
   Item                                         period           the prior year          Change
                                                                                    
   Net cash flows from                                                              
     operating activities               631,844,125.85             280,787,686.38       125.03%
                                                                                    
   Net cash flows from                                                              
     investment activities             -722,180,627.88            -235,926,556.72      -206.10%
   Net cash flows                                                                   
                                                                                    
     generated from                                                                 
     financial activities               225,246,123.67          -1,277,205,415.73       117.64%

           Explanation of the reasons leading to the major changes:


           (1) Net cash flows from operating activities increased by 125.03% mainly due
               the increase in proportion of payment for goods by bills and letter of credit and the
               decrease in cash payment through fully utilize the overseas market to expand
               financing channels.


           (2) Net cash flows from investment activities decreased by 206.10% mainly due
               the increase in external entrusted loans during the year.


           (3) Net cash flows from financial activities increased by 117.64% mainly due to
               the settlement of medium-term notes due for repayment during the
               corresponding period of the prior year.




                                                10
   II. Progress in respect to material matters and analysis of the related effects
       and solutions


   1.   Repurchase of H shares


        On 27 June 2013, the First Extraordinary Meeting of the Seventh Session of the
        Board approved the proposal concerning the granting of a general mandate to the
        Board for repurchase of part of H shares of the Company.


        On 21 August 2013, the Company convened the 2013 First extraordinary general
        meeting, Class Meeting for Holders of Domestic Listed Shares (A shares and B
        shares) and Class Meeting for Holders of Overseas Listed Shares (H shares), at
        which proposals concerning the repurchase of H shares of the Company were
        approved. On the next day, the Company disclosed an announcement in respect
        of H shares repurchase and capital reduction.


        On 10 October 2013, Shandong Province Commerce Department issued a
        Preliminary Reply to Capital Reduction by Shandong Chenming Paper Holdings
        Limited (Lu Shang Wu Wai Zi Zi [2013] No. 705), which intended to agree that
        the Company repurchased not more than 39.127 million issued overseas listed
        foreign shares (H shares). The number of repurchased shares will be determined
        by the actual amount of shares repurchased and the registered capital should be
        reduced accordingly.


        The Company commenced the repurchase of H shares since 11 December 2013.
        As at 31 March 2014, the accumulated number of H shares repurchased by the
        Company in Hong Kong Stock Exchange was 34,097,500 shares, representing
        1.7260% of the total share capital of the Company. The highest and lowest
        repurchase prices were HK$3.53 per share and HK$3.17 per share, respectively.
        The total amount paid was HK$116,044,580. The repurchased shares have not
        been cancelled yet.




                                            11
   2.    Disposal of 51% equity interest in Xinli Power by our controlling subsidiary,
         Chenming Power


         On 15 November 2013, the Company convened the third extraordinary meeting
         of the seventh session of the Board and approved “the resolution on disposal of
         equity interest in Xinli Power”, which agreed to dispose of 51% equity interest in
         Shandong Chenming Xinli Power Co., Ltd by Shandong Chenming Power Supply
         Holdings Co., Ltd .On 4 March 2014, Chenming Power Supply entered into
         an equity transfer contract with Guangdong Dejun Investment Co., Ltd., at a
         consideration of RMB76.1940 million, to transfer its 51% equity interest in Xinli
         Power to Guangdong Dejun Investment Co., Ltd.. Upon the completion of the
         above equity transfer, the Company will no longer hold any equity interest in
         Xinli Power.


         Due to the prolonged use of Xinli Power equipment as well as higher operational
         costs arising from greater investments in environmental protection equipment
         relating to desulfurisation and denitration, the Company disposed of its equity
         interest in Xinli Power to increase its cash flow, which allowed the Company to
         centralise its resources for developing high-end niche products to further
         improve its results.


         For more details, please refer to the related announcements disclosed by
         the Company on http://www.cninfo.com.cn/ on 16 November 2013 and 5
         March 2014, respectively.


   III. Undertakings made by the Company and shareholders interested in 5%
        or m ore of the shares of the Company made in the reporting period or
        subsisting to the reporting period

                           Party                                                       Particulars on
                                                                                
                           involved in                            Undertaking          the
   Undertaking             undertaking   Details of undertaking   date          Term   performance
   Undertaking on                                                                      
     shareholding structure
     reformation
   Undertaking made in                                                                 
     offering documents or
     shareholding
     alternation documents
   Undertaking made during                                                             
     asset reconstruction




                                                            12

                             Party                                                                           Particulars on
                                                                                           
                             involved in                                    Undertaking                      the
   Undertaking               undertaking    Details of undertaking          date           Term              performance
   Undertaking made on       Shouguang      (1) According to the plan on 16 January 2008   During the        Strictly
     initial public offering Chenming       defective properties of the                    period when       implemented
     or refinancing          Holdings       Company, Shouguang                             Chenming
                             Company        Chenming Holdings                              Holdings was
                             Limited, the   Company Limited has                            the substantial
                             controlling    guaranteed and undertaken                      shareholder of
                             shareholder    that: according to the                         the Company
                             of the         application of the Company,
                             Company        for defective property(ies)
                                            owned by the Company and
                                            its holding company which
                                            situated in the administrative
                                            area of Shouguang city,
                                            Shouguang Chenming
                                            Holdings will purchase 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.




                                                               13

                 Party                                                                         Particulars on
                                                                             
                 involved in                                   Undertaking                     the
   Undertaking   undertaking    Details of undertaking         date          Term              performance
                 Shouguang      (1) Shouguang Chenming         22 May 2008   During the        Strictly
                 Chenming       Holdings shall not engage,                   period when       implemented
                 Holdings       whether solely, jointly, or by               Chenming
                 Company        representing itself or any                   Holdings was
                 Limited, the   other persons or companies,                  the substantial
                 controlling    and shall not procure its                    shareholder of
                 shareholder    associates (as defined in The                the Company
                 of the         Listing Rules of Hong Kong
                 Company        Stock Exchange) to engage,
                                in any business which
                                competes with the business
                                of the Company and its
                                subsidiaries (“Chenming
                                Group” or “we”) directly or
                                indirectly, in any country
                                and region which our
                                business exists (or any part
                                of the world if in any form
                                of electronics business), or
                                in any business that directly
                                or indirectly competes with
                                Chenming Group’s business
                                which we operate from time
                                to time (including but not
                                limited to any business in
                                the form of sole
                                proprietorship, joint ventures
                                or acquisitions, or holding
                                interests directly or
                                indirectly in such
                                enterprises, or by any other
                                means); (2) in the event that
                                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




                                                    14

                          Party                                                             Particulars on
                                                                                     
                          involved in                                  Undertaking          the
   Undertaking            undertaking   Details of undertaking         date          Term   performance
                                        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
                                        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 (or
                                        jointly or representing other
                                        persons or companies)
                                        jeopardise the legal interests
                                        of Chenming Group and its
                                        shareholders.
   Other undertakings made                                                                  
     to minority
     shareholders of the
     Company
   Does the undertaking    Yes
     performed timely?




                                                            15
   IV. Estimate of the operating results for January - June 2014


       Warning of cumulative net profit for the period from the beginning of the year to
       the end of the next reporting period being projected to be at a loss or expected to
       have material changes as compared year on 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
 11 February   The Company’s On-site         Institution  E Fund        Recent
   2014        conference     research                     Management    production and
               room           investigation                Co., Ltd.     operation of
                                                                         the Company
                                                                         and
                                                                         development of
                                                                         the industry
 27 March 2014 The Company’s Conference call Institution  First Beijing Recent
               conference                                  Investment    production and
               room                                        Limited       operation of
                                                                         the Company
                                                                         and
                                                                         development of
                                                                         the industry
 28 March 2014 The Company’s On-site         Institution  Taikang Asset Recent
               conference     research                     Management production and
               room           investigation                Company       operation of
                                                           Limited       the Company
                                                                         and
                                                                         development of
                                                                         the industry




                                             16
   IV Financial statements


   I.   Financial statements


   1.   Consolidated balance sheet


        Prepared by: Shandong Chenming Paper Holdings Limited

                                                                               Unit: RMB


   Item                                          Closing               Opening
   CURRENT ASSETS:                                                  
     Monetary funds                              2,664,566,533.78       2,547,729,794.24
     Balances with clearing companies                               
     Loans to banks and other financial                             
       institutions
     Held-for-trading financial assets                              
     Bills receivable                            2,453,509,542.54       2,870,443,681.49
     Accounts receivable                         2,741,686,700.08       3,102,643,083.54
     Prepayments                                 1,292,315,291.18       1,589,021,331.24
     Insurance premium receivable                                   
     Receivables from reinsurers                                    
     Reinsurance contract reserves                                  
     Interest receivable                                            
     Dividend receivable                                            
     Other receivables                           1,444,876,991.18       1,331,900,749.84
     Financial assets purchased under                               
       agreements to resell
     Inventories                                 4,241,449,446.65       3,725,809,877.25
     Non-current assets due within one                              
     Other current assets                        1,811,848,085.50       1,740,520,586.37
     Total current assets                       16,650,252,590.91      16,908,069,103.97
   NON-CURRENT ASSETS:                                              
     Entrusted loans and advances                                   
       to customers
     Available-for-sale financial assets                         
     Held-to-maturity investments                 500,000,000.00 
     Long-term receivables                                       
     Long-term equity investments                  114,603,949.53         115,477,214.86
     Investment properties                          19,038,879.94          19,473,443.95
     Fixed assets                               24,264,099,675.82      21,181,647,488.39
     Construction in progress                    2,962,938,369.71       5,266,031,817.60
     Construction materials                         46,782,525.87          63,968,067.62


                                           17


   Item                                              Closing               Opening
     Disposal of fixed assets                          333,378,731.42        588,181,647.53
     Consumable biological assets                    1,327,911,384.93      1,317,141,123.77
     Oil and gas assets                                                 
     Intangible assets                               1,331,285,676.62       1,365,418,002.26
     Development expenditure                                            
     Goodwill                                           20,283,787.17         20,283,787.17
     Long-term prepaid expenses                        167,470,543.11        168,538,483.68
     Deferred income tax assets                        546,511,965.92        507,653,388.38
     Other non-current assets                                           
     Total non-current assets                       31,634,305,490.04      30,613,814,465.21
     Total assets                                   48,284,558,080.95      47,521,883,569.18
   CURRENT LIABILITIES:                                                 
     Short-term borrowings                          10,881,009,086.26       9,818,885,237.85
     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                                     198,840,000.00         290,403,790.59
     Accounts payable                                2,776,093,583.82       2,695,169,927.14
     Advance receipts                                  218,750,535.23         442,432,261.58
     Assets sold under agreements                                       
       to repurchase
     Handling charges and                                               
       commission payable
     Staff remuneration payables                      119,068,383.07         130,271,812.18
     Taxes payable                                    114,349,006.61         130,192,936.87
     Interest payable                                 268,757,445.94         153,189,860.42
     Dividend payable                                                   
     Other payables                                   562,418,152.44         486,836,595.89
     Due to reinsurers                                                  
     Insurance contract reserves                                        
     Customer brokerage deposits                                        
     Securities underwriting                                            
       brokerage deposits
     Non-current liabilities due within                                 
       one year                                      1,153,813,900.00       1,287,804,452.66
     Other current liabilities                       3,928,065,388.95       3,878,735,536.52
     Total current liabilities                      20,221,165,482.32      19,313,922,411.70




                                               18


   Item                                             Closing                  Opening
   NON-CURRENT LIABILITIES:                                            
     Long-term borrowings                           3,708,919,007.90         3,723,865,807.90
     Bonds payable                                  5,770,596,786.55         5,768,418,612.73
     Long-term payable                                128,000,000.00            60,000,000.00
     Special payable                                  866,694,854.09           971,805,561.39
     Estimated liabilities                                             
     Deferred income tax liabilities                                   
     Other non-current liabilities                  3,051,344,371.93         3,045,517,642.57
     Total non-current liabilities                 13,525,555,020.47        13,569,607,624.59
     TOTAL LIABILITIES                             33,746,720,502.79        32,883,530,036.29
   OWNERS’ EQUITY (OR                                                 
     SHAREHOLDERS’ EQUITY):
     Paid-up capital (or share capital)             1,975,471,967.00         1,975,471,967.00
     Capital reserves                               6,215,724,395.86         6,204,682,028.94
     Less: treasury shares                             92,333,379.10            30,954,891.40
     Special reserves                                                  
     Surplus reserves                               1,132,116,106.40         1,132,116,106.40
     General risk provisions                                           
     Retained profit                                4,822,912,869.72         4,741,638,941.58
     Differences in foreign                                            
       currency conversion                             13,319,851.27            16,934,073.59
   Total equity attributable to equity                                 
     holders of the Company                        14,067,211,811.15        14,039,888,226.11
   Minority interests                                 470,625,767.01           598,465,306.78
   Total owners’ equity (or                                           
     shareholders’ equity)                        14,537,837,578.16        14,638,353,532.89
                                                                       
   TOTAL LIABILITIES AND                                               
     OWNERS’ EQUITY (OR                                               
     SHAREHOLDERS’                                48,284,558,080.95        47,521,883,569.18



   Legal Representative:            Head in charge of                     Head of the financial
      Chen Hongguo                    accounting:                             department:
                                        Li Dong                                 Liu J u n




                                              19
   2.   Balance sheet of the parent company


        Prepared by: Shandong Chenming Paper Holdings Limited

                                                                       Unit: RMB


   Item                                       Closing balance Opening balance
   CURRENT ASSETS:                                             
     Monetary funds                           1,547,286,909.62 1,454,242,620.40
     Held-for-trading financial assets                         
     Bills receivable                           634,479,863.22    945,832,396.01
     Accounts receivable                      3,947,352,842.30 3,814,654,532.05
     Prepayments                                633,384,208.30    762,470,888.60
     Interest receivable                                       
     Dividend receivable                        191,300,102.21    191,300,102.21
     Other receivables                       11,614,007,456.76 11,051,622,177.96
     Inventories                                982,271,737.09    857,030,449.25
     Non-current assets due within one year      20,000,000.00    200,000,000.00
     Other current assets                       102,803,089.97    103,214,843.26
     Total current assets                    19,672,886,209.47 19,380,368,009.74
   NON-CURRENT ASSETS:                                         
     Available-for-sale financial assets                       
     Held-to-maturity investments               500,000,000.00 
     Long-term receivable                                      
     Long-term equity investments             8,984,627,938.68 8,863,738,003.45
     Investment property                         19,038,879.94     19,473,443.95
     Fixed assets                             5,064,568,277.02 5,170,770,619.87
     Construction in progress                   333,679,281.78    127,095,105.63
     Construction materials                       1,725,793.23      1,813,442.43
     Disposal of fixed assets                                  
     Productive biological assets                              
     Oil and gas assets                                        
     Intangible assets                          305,525,599.88    308,163,298.83
     Development expenses                                      
     Goodwill                                                  
     Long-term prepaid expenses                                
     Deferred income tax assets                  17,159,739.53     17,082,162.53
     Other non-current assets                                  
   Total non-current assets                  15,226,325,510.06 14,508,136,076.69
   TOTAL ASSETS                              34,899,211,719.53 33,888,504,086.43




                                         20


   Item                                             Closing balance        Opening balance
   CURRENT LIABILITIES:                                                
     Short-term borrowings                          5,278,652,653.51        5,119,632,573.69
     Held-for-trading financial liabilities                            
     Bills payable                                       500,000.00              500,000.00
     Accounts payable                                803,959,310.42          891,996,724.44
     Advance receipts                                105,140,465.43          185,524,508.71
     Staff remuneration payables                      64,021,625.87           62,091,273.25
     Taxes payable                                    13,077,255.66            8,949,746.01
     Interest payable                                268,724,805.54          150,047,305.56
     Dividend payable                                                  
     Other payables                                 1,099,032,162.52         431,217,791.18
     Non-current liabilities due within one                          
       year                                           346,084,000.00    343,876,000.00
     Other current liabilities                      3,911,939,467.95 3,856,239,467.95
   Total current liabilities                       11,891,131,746.90 11,050,075,390.79
   NON-CURRENT LIABILITIES:                                            
     Long-term borrowings                             796,776,035.94          594,568,035.94
     Bonds payable                                  5,770,596,786.55        5,768,418,612.73
     Long-term payables                                                
     Special payables                                                  
     Estimated liabilities                                             
     Deferred income tax liabilities                                   
     Other non-current liabilities                 2,607,744,061.93 2,607,180,511.28
   Total non-current liabilities                   9,175,116,884.42 8,970,167,159.95
   Total liabilities                              21,066,248,631.32 20,020,242,550.74
   OWNERS’ EQUITY (OR                                                 
     SHAREHOLDERS’ EQUITY):
     Paid-up capital (or share capital)             1,975,471,967.00        1,975,471,967.00
     Capital reserves                               6,005,426,779.17        6,005,426,779.17
     Less: treasury shares                             92,333,379.10           30,954,891.40
     Special reserves                                                  
     Surplus reserves                               1,119,926,524.49        1,119,926,524.49
     General risk provisions                                           
     Retained profit                                4,824,471,196.65        4,798,391,156.43
     Differences in foreign currency                                   
       conversion
   Total owners’ equity (or Shareholders’                        
     equity)                                      13,832,963,088.21 13,868,261,535.69
                                                                       
   TOTAL LIABILITIES AND OWNERS’                                      
     EQUITY (OR SHAREHOLDERS’                                         
     EQUITY)                                       34,899,211,719.53 33,888,504,086.43



   Legal Representative:             Head in charge of                    Head of the financial
      Chen Hongguo                     accounting:                            department:
                                         Li Dong                                Liu J u n



                                              21
                                                                                  
   3.   Consolidated income statement                                             
                                                                                  
        Prepared by: Shandong Chenming Paper Holdings Limited                     
                                                                                     Unit: RMB


                                                      Am ounts for the      Am ounts for the
   Item                                                 current period          prior period
   I. Total operating revenue                         4,078,069,314.47      4,923,810,623.61
       Including: Revenue                             4,078,069,314.47      4,923,810,623.61
                  Interest income                                        
                  Earned insurance                                       
                    premium
                  Handling charges and                                   
                    commission income
   II. Total operating costs                          4,148,662,180.31      4,913,951,918.42
       Including: Operating costs                     3,344,912,892.71      4,128,552,799.42
                  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                          12,633,196.68         17,772,499.02
                  Selling and distribution                               
                    expenses                           225,061,937.13        258,765,041.02
                  General and                                            
                    administrative expenses            242,648,227.81        247,016,598.02
                  Finance expenses                     332,434,073.98        266,915,275.72
                  Loss on impairment of                                  
                    assets                               -9,028,147.99         -5,070,294.78
       Plus:      Gain on change in fair                                 
                    value (“-” denotes loss)
                  Investment income (“-”                               
                    denotes loss)                        -3,377,138.33            -61,544.44
                                                                         
                  Including: Investment                                  
                    income from associates                               
                    and joint ventures                     -873,265.33            -61,544.44
                  Foreign exchange gains                                 
                    (“-” denotes loss)


                                                 22


                                                    Am ounts for the      Am ounts for the
   Item                                              current period           prior period
   III. Operating profit (“-” denotes loss)        -73,970,004.17           9,797,160.75
        Plus:       Non-operating income             176,033,614.08         75,195,949.69
        Less:       Non-operating expenses              7,932,048.84          8,033,514.35
                                                                       
                    Including: Loss on                                 
                      disposal of non-current                          
                      assets                           7,846,801.90          6,384,949.31
   IV. Total profit (“-” denotes total loss)        94,131,561.07         76,959,596.09
        Less:       Income tax expenses               21,288,605.27         12,445,693.81
   V. Net profit (“-” denotes net loss)             72,842,955.80         64,513,902.28
        Including: Net profit achieved by the                          
          acquiree before business
          combination
        Net profit attributable to                                     
          shareholders of the Company                 81,273,928.14         71,411,642.71
        Minority interests                            -8,430,972.34         -6,897,740.43
   VI. Earnings per share:                                       —                    —
        (I) Basic earnings per share                           0.04                  0.03
        (II) Diluted earnings per share                        0.04                  0.03
   VII. Other comprehensive income                    -3,614,222.32            388,992.69
   VIII.Total comprehensive income                    69,228,733.48         64,902,894.97
                                                                       
        Total comprehensive income                                     
          attributable to shareholders of the                          
          Company                                     77,659,705.82         71,800,635.40
        Total comprehensive income                                     
          attributable to minority interests           -8,430,972.34         -6,897,740.43



   Legal Representative:             Head in charge of                 Head of the financial
      Chen Hongguo                     accounting:                         department:
                                         Li Dong                             Liu J u n




                                             23
   4.   Income statement of the parent company


        Prepared by: Shandong Chenming Paper Holdings Limited

                                                                                  Unit: RMB


                                                     Am ounts for the      Am ounts for the
   Item                                                current period          prior period
   I. Revenue                                        1,903,584,305.09      2,501,866,894.08
        Less: Operating costs                        1,513,584,658.28      2,074,927,777.28
               Business taxes and surcharges             7,907,580.86         10,986,327.88
               Selling and distribution                                 
                 expenses                              64,359,201.62         73,221,035.04
               General and administrative                               
                 expenses                             129,561,706.59        138,614,841.83
               Finance expenses                       206,460,474.81        146,183,864.33
               Loss on impairment of assets               297,314.42          2,114,559.70
        Plus:    Gain on change in fair value                           
                 (“-” denotes loss)
               Investment income (“-”                                 
                 denotes loss)                          11,097,565.47        38,468,626.91
                                                                        
               Including: Investment income                             
                 from associates and joint                              
                 ventures                                     343.23            -61,544.44
   II. Operating profit (“-” denotes loss)           -7,489,066.02         94,287,114.93
        Plus: Non-operating income                     32,419,650.20         21,413,134.01
        Less: Non-operating expenses                      181,032.31             19,104.24
               Including: Loss on disposal of                           
               non-current assets
   III. Total profit (“-” denotes total loss)        24,749,551.87        115,681,144.70
        Less: Income tax expenses                      -1,330,488.35          7,767,162.94
   IV. Net profit (“-” denotes net loss)             26,080,040.22        107,913,981.76
   V.Earnings per share:                                          —                    —
        (I) Basic earnings per share                            0.01                  0.05
        (II) Diluted earnings per share                         0.01                  0.05
   VI. Other comprehensive income                                       
   VII. Total comprehensive income                     26,080,040.22        107,913,981.76



   Legal Representative:              Head in charge of                 Head of the financial
      Chen Hongguo                      accounting:                         department:
                                          Li Dong                             Liu J u n




                                              24
                                                                             
   5.   Consolidated cash flow statement                                     
                                                                             
        Prepared by: Shandong Chenming Paper Holdings Limited                
                                                                             
                                                                                Unit: RMB


                                                 Am ounts for the      Am ounts for the
   Item                                           current period           prior period
   I. Cash flows from operating activities:                         
        Cash received from sales of goods                           
          and rendering of services              3,254,244,610.20      3,745,148,352.92
        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                                               6,507,666.33
        Cash received relating to other                             
          operating activities                    54,267,362.88         135,101,295.02
   Subtotal of cash inflows from operating                          
     activities                                  3,308,511,973.08      3,886,757,314.27
     Cash paid for goods and services            2,198,868,884.22      3,025,224,912.12
     Net increase in loans and advances to                          
       customers
     Net increase in deposits with the                              
       central bank and other financial
       institutions
     Cash paid for claims under original                            
       insurance contracts


                                           25


                                                   Am ounts for the      Am ounts for the
   Item                                             current period           prior period
     Cash paid for interest, handling charges                         
       and commission
     Cash paid for policyholder dividend                              
     Cash paid to and for employees                 210,850,810.31        211,241,085.50
     Payments of taxes and surcharges               212,537,359.84        243,282,874.32
     Cash paid relating to other operating                            
       activities                                    54,410,792.86        126,220,755.95
     Subtotal of cash outflows from                                   
       operating activities                        2,676,667,847.23      3,605,969,627.89
     Net cash flows from operating                                    
       activities                                   631,844,125.85        280,787,686.38
   II. Cash flows from investing 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                     107,087,245.8             87,447.58
                                                                      
        Net cash received from disposal of      
          subsidiaries and other business       
          units                                      38,097,000.00
        Cash received relating to other                               
          investment activities                     230,778,041.00
   Subtotal of cash inflows from investment                           
     activities                                     375,962,286.87             87,447.58
                                                                      
     Cash paid for purchase of fixed assets,                          
       intangible assets and other long-term                          
       assets                                       596,984,126.16        236,014,004.30
     Cash paid on investments                                         
     Net increase in pledged loans                                    
     Net cash paid for acquisition of                                 
       subsidiaries and other business units
     Cash paid relating to other investment                           
       activities                                   501,158,788.59
   Subtotal of cash outflows from                                     
     investment activities                         1,098,142,914.75        236,014,004.30
   Net cash flows from investment activities        -722,180,627.88       -235,926,556.72




                                            26


                                                 Am ounts for the      Am ounts for the
   Item                                           current period           prior period
   III. Cash flows from financial activities:                       
        Cash received from capital                                  
          contribution                                                   66,000,000.00
        Including: cash received from                               
          minority interest contribution to
          subsidiaries
        Cash received from borrowings            4,163,220,000.91      5,225,613,469.09
        Cash received from bond issue                               
        Cash received relating to other                             
          financial activities                    117,626,757.04
        Subtotal of cash inflows from                               
          financial activities                   4,280,846,757.95      5,291,613,469.09
        Cash repayments of borrowings            3,592,001,541.79      4,756,587,751.21
        Cash paid for dividend and profit                           
          distribution or interest payment        271,198,731.49        126,163,715.81
        Including: dividend and profit paid                         
          to minority interests by
          subsidiaries
        Cash paid relating to other financial                       
          activities                              192,400,361.00       1,686,067,417.80
   Subtotal of cash outflows from financial                         
     activities                                  4,055,600,634.28 6,568,818,884.82
   Net cash flows from financial activities        225,246,123.67 -1,277,205,415.73
                                                                    
   IV. Effect of foreign exchange rate                              
        changes on cash and cash                                    
        equivalents                                 -8,617,565.75         -1,856,368.64
   V. Net increase in cash and cash                                 
        equivalents                               126,292,055.89 -1,234,200,654.71
                                                                    
        Plus:    Balance of cash and cash                           
                equivalents as at the                               
                beginning of the period           726,532,928.95       2,343,550,185.45
   VI. Balance of cash and cash equivalents                         
        as at the end of the period               852,824,984.84       1,109,349,530.74



   Legal Representative:            Head in charge of               Head of the financial
      Chen Hongguo                    accounting:                       department:
                                        Li Dong                           Liu J u n




                                           27
   6.   Cash flow statement of the parent company


        Prepared by: Shandong Chenming Paper Holdings Limited

                                                                                Unit: RMB


                                                   Am ounts for the      Am ounts for the
   Item                                             current period           prior period
   I. Cash flows from operating activities:                           
        Cash received from sales of goods                             
          and rendering of services                1,554,908,976.13      2,278,102,776.22
        Tax rebates received                                          
        Cash received relating to other                               
          operating activities                       42,325,614.38          34,113,690.48
   Subtotal of cash inflows from operating                            
     activities                                    1,597,234,590.51      2,312,216,466.70
        Cash paid for goods and services           1,742,167,010.96      1,341,433,481.16
        Cash paid to and for employees               101,860,522.50         73,609,876.19
        Payments of taxes and surcharges              96,035,474.74        128,754,932.37
        Cash paid relating to other operating                         
          activities                                -643,175,490.68      1,493,746,466.45
   Subtotal of cash outflows from operating                           
     activities                                    1,296,887,517.52      3,037,544,756.17
   Net cash outflows from operating                                   
     activities                                     300,347,072.99        -725,328,289.47
   II. Cash flows from investment                                     
        activities:
        Cash received from investments              280,000,000.00 
        Cash received from investment                                 
          income                                       1,375,000.00        20,612,500.00
                                                                      
        Net cash received from disposal of                            
          fixed assets, intangible assets and                         
          other long-term assets                            120.00             86,922.24
        Net cash received from disposal of                            
          subsidiaries and other business
          units
        Cash received relating to other                               
          investment activities
   Subtotal of cash inflows from investment                           
     activities                                     281,375,120.00         20,699,422.24
                                                                      
        Cash paid for purchase of fixed                               
          assets, intangible assets and other                         
          long-term assets                          154,880,130.57         10,516,416.19
        Cash paid on investments                    220,889,592.00         78,083,235.00


                                            28


                                                 Am ounts for the      Am ounts for the
   Item                                           current period           prior period
        Net cash paid for acquisition of                            
          subsidiaries and other business
          units
        Cash paid relating to other                                 
          investment activities                   500,000,000.00
        Subtotal of cash outflows from                              
          investment activities                   875,769,722.57         88,599,651.19
        Net cash flows from investment                              
          activities                              -594,394,602.57        -67,900,228.95
   III. Cash flows from financial activities:                       
        Cash received from capital                                  
          contribution
        Cash received from borrowings            2,966,288,013.90      3,821,613,974.44
        Cash received from bond issue                               
        Cash received relating to other                             
          financial activities
        Subtotal of cash inflows from                               
          financial activities                   2,966,288,013.90      3,821,613,974.44
        Cash repayments of borrowings            2,497,163,624.96      2,654,354,114.96
        Cash paid for dividend and profit                           
          distribution or interest payment         78,238,444.72        104,193,154.63
        Cash paid relating to other financial                       
          activities                              108,171,440.69       1,827,433,967.31
   Subtotal of cash outflows from financial                         
     activities                                  2,683,573,510.37      4,585,981,236.90
   Net cash flows from financial activities        282,714,503.53       -764,367,262.46
                                                                    
   IV. Effect of foreign exchange rate                              
        changes on cash and cash                                    
        equivalents                                 -3,794,125.42          1,635,633.50
   V. Net increase in cash and cash                                 
        equivalents                                -15,127,151.47 -1,555,960,147.38
                                                                    
        Plus:    Balance of cash and cash                           
                equivalents as at the                               
                beginning of the period            64,392,029.09       1,786,622,854.08
   VI. Balance of cash and cash equivalents                         
        as at the end of the period                49,264,877.62        230,662,706.70



   Legal Representative:            Head in charge of               Head of the financial
      Chen Hongguo                    accounting:                       department:
                                        Li Dong                           Liu J u n




                                           29
   II. Audit report


       Whether or not the first quarter report is audited


        □ Yes          √No


       The first quarter report of the Company is unaudited.





                         SHANDONG CHENMING PAPER HOLDINGS LIMITED

                                                        29 April 2014








                                            30