Stock code:000488 200488 Stock abbreviation:晨鸣纸业 晨鸣 B Announcement No.:2014-037 SHANGDONG CHENMING PAPER HOLDINGS LIMITED * 2014 Interim Report Summary 1. IMPORTANT NOTICE This interim report summary is extracted from the text of the interim report. For details, investors should carefully read the text of the interim report published, at the same time, on the designated websites such as the website of CNINFO or Shenzhen Stock Exchange as approved by China Securities Regulatory Commission or the website of the Stock Exchange of Hong Kong Limited. Company profile Stock abbreviation 晨鸣纸业 Stock Code 000488 Stock abbreviation 晨鸣 B Stock Code 200488 Stock exchange on Shenzhen Stock Exchange which the shares are listed Stock abbreviation Chenming Paper Stock Code 01812 Stock exchange on The Stock Exchange of Hong Kong which the shares are listed Contact persons and Secretary to the Board Securities Affairs Hong Kong Company contact methods Representative Secretary Name Wang Chunfang Xiao Peng Poon Shiu Cheong Telephone (86)-0536-2158008 (86)-0536-2158008 (852)-2501 0088 Facsimile (86)-0536-2158977 (86)-0536-2158977 (852)-2501 0028 Email address chenmmingpaper@163.com chenmmingpaper@163.com kentpoon_1009@yahoo.com.hk — 1— 2. 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 In accordance with the requirements of “Notice on the issuance of ‘Accounting Standard for Business Enterprises No. 2 — Long-term equity investments’” (Cai Kuai [2014] No. 14) and “Notice on the issuance of ‘Accounting Standard for Business Enterprises No. 41 — Disclosure of interests in other entities’” (Cai Kuai [2014] No. 16), entities listed overseas are encouraged to early adopt the above two accounting standards issued or amended in 2014.As a listed company in the PRC and Hong Kong, the Company implemented the above two accounting standards in preparation of the financial statements for the first half of 2014 as a listed company in the PRC and Hong Kong, and made retrospective adjustments to the data as at the end of 2013. The retrospective adjustments affected available-for-sale financial assets and long-term equity investments in the balance sheet but had no effect on the income statement. Please see Note 4. (1) “Reason for changes in accounting policies, accounting estimates and accounting methods as compared to the financial report for the prior year” as set out in this Report for the details of the affected amounts. Increase/ decrease for the reporting period compared to the corresponding The corresponding period of the period of the prior year prior year (%) The reporting Before After adjustment After adjustment period adjustment Revenue (RMB) 9,082,020,579.01 10,027,901,358.43 10,027,901,358.43 -9.43% Net profit attributable to shareholders of the 242,461,095.02 333,409,511.73 333,409,511.73 -27.28% Company (RMB) Net profit after extraordinary gains or losses attributable to 57,813,473.27 134,539,548.74 134,539,548.74 -57.03% shareholders of the Company (RMB) — 2— Increase/ decrease for the reporting period compared to the corresponding The corresponding period of the period of the prior year prior year (%) The reporting Before After adjustment After adjustment period adjustment Net cash flows from operating 1,285,696,261.13 906,935,242.95 906,935,242.95 41.76% activities (RMB) Basic earnings per share (RMB per 0.12 0.16 0.16 -25.00% share) Diluted earnings per share (RMB per 0.12 0.16 0.16 -25.00% share) Rate of return on net assets on weighted 1.72% 2.40% 2.40% -0.68% average basis Increase/decrease as at the end of the reporting period compared to the end of the As at the end of As at the end of the prior year prior year (%) the reporting Before period adjustment After adjustment After adjustment Total assets 50,465,774,693.92 47,521,883,569.18 47,521,883,569.18 6.19% (RMB) Net assets attributable to shareholders of the 13,635,437,678.10 14,039,888,226.11 14,039,888,226.11 -2.88% Company (RMB) Share capital (shares) Note 1 1,936,405,467 1,975,471,967 1,975,471,967 -1.98% Note 1: The Company repurchased and cancelled 39,066,500 H shares during the reporting period and, therefore, the total number of the shares of the Company was reduced by 39,066,500 shares. — 3— (2) Table setting out shareholding of top ten shareholders of ordinary shares Unit: share Total number of shareholders of ordinary 132,524, of which 103,446 were holders of A shares, 28,523 shares as at the end of the reporting holders of B shares and 555 holders of H shares. period Shareholdings of top ten shareholders of ordinary shares Number of Share pledged or Percentage Number of Restricted locked-up Nature of of shares shares Status of Name of shareholders shareholders shareholding held held shares Number HKSCC NOMINEES Overseas legal LIMITED 18.11% 350,691,500 0 0 person SHOUGUANG CHENMING HOLDINGS COMPANY State-owned 15.13% 293,003,657 0 0 LIMITED legal person ZHONGRONG INTERNATIONAL TRUST CO., LTD. - HAITONG UMBRELLA BAO NO. 1 SECURITIES Others 1.74% 33,696,131 0 0 INVESTMENT ASSEMBLED FUNDS TRUST Overseas legal PLATINUM ASIA FUND 1.67% 32,341,052 0 0 person CAITONG FUND - EVERBRIGHT BANK - CAITONG FUND - YUAN MEI NO. 2 Others 1.43% 27,706,556 0 0 ASSETS MANAGEMENT PROGRAMME CAITONG FUND - EVERBRIGHT BANK - YUAN MEI NO. 1 Others 1.40% 27,198,049 0 0 ASSETS MANAGEMENT PROGRAMME YUNNAN INTERNATIONAL TRUST CO., LTD. - YUNNAN TRUST Others 0.70% 13,547,397 0 0 GROWTH 2013 - NO. 2 ASSEMBLED FUNDS TRUST PROGRAMME BBH A/C VANGUARD EMERGING MARKETS Overseas legal 0.62% 12,036,985 0 0 STOCK INDEX FUND person BILL & MELINDA GATES Overseas legal FOUNDATION TRUST 0.52% 10,033,077 0 0 person Domestic nature JIN Xing 0.42% 8,109,300 0 0 person — 4— Shareholdings of top ten shareholders of ordinary shares Number of Share pledged or Percentage Number of Restricted locked-up Nature of of shares shares Status of Name of shareholders shareholders shareholding held held shares Number Connected relationship or Shouguang Chenming Holdings Company Limited, a state-owned legal person connected-party shareholder, is not connected with any of the shareholders above. They are not relationship among the persons acting in concert under Administration of Disclosure of Information on the above shareholders 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 that any other shareholders of tradable shares are persons acting in concert and is also not aware that any other shareholders of tradable shares are connected with each others. (3) Table setting out shareholding of top ten shareholders of preference shares □ Applicable √ Not applicable There was no shareholding of shareholder of preference share during the reporting period. (4) Change of controlling shareholders or beneficial controllers Change of controlling shareholders during the reporting period □ Applicable √ Not applicable There was no change of controlling shareholders of the Company during the reporting period. Change of beneficial controllers during the reporting period □ Applicable √ Not applicable There was no change of beneficial controllers of the Company during the reporting period. — 5— 3. MANAGEMENT DISCUSSION AND ANALYSIS 2014 marked an important year of reform and innovation for paper making industry. The paper making industry in China has been entering into a new stage of transformation and upgrade in 2014. Some paper types are in a phase of overcapacity due to slowdown in economic growth and weakness i n market demand, thus resulting in fierce competition in the paper making industry. In the first half of 2014, the domestic pulp and paper market was sluggish due to the macro environment. The overall market development was weak. On one hand, some small and medium-sized enterprises left the market as a result of elimination of outdated production capacity and stricter environmental protection policy. This lowered the pressure of the new production capacity on the supply in the industry to a certain extent, which was conductive to a proactive increase in price proposed by enterprises. Meanwhile, the continued low level of raw material prices relieved the pressure on the operating costs of enterprises. On the other hand, the slow recovery of market demand prevented the price from rising. Enterprises therefore underwent more production and operation difficulties. During the reporting period, the Company specified the working principles of “team building, strict management, outstanding business performance, achieving good results” for the year and strengthened their implementation and putting them into practice. It sorted out the existing management system, enhanced team building, strengthened strict management, improved incentive schemes and further mobilised the enthusiasm of the cadres and staff. The Company increased investment in high-efficiency areas by optimising product structure and increase. It improved performance appraisal systems to fully arouse the enthusiasm of sales staff. It reduced inventories to proactively respond to the market through measures including market research and timely developed marketing strategies. The Company also stepped up efforts to promote new products, the result of innovation and research and development and established professional sales teams for high value-added products including the “Forest Love” household paper, thermal paper and glassine paper to increase the revenue of the Company. During the reporting period, Jilin Chenming’s environmental protection relocation project, Wuhan Chenming’s household paper project and Shouguang Meilun’s paper additives project commenced operation and were reclassified as fixed assets, which played an important role in the Company’s restructuring, cost reduction and efficiency enhancement. Jiangxi Chenming’s 350,000 tonne — 6— high-end packaging paper project, Zhanjiang Chenming’s 180,000 tonne paper cup sheets and 190,000 tonne culture paper projects, Huanggang Chenming’s integrated forestry, pulp and paper project, Shouguang City’s 400,000 tonne chemical pulp project, Haicheng Haiming’s magnesite mining project, Guangdong Huirui’s waterfront comprehensive regulation works, and Wuhan Wan Xing’s real estate , and other projects in the pipeline commenced orderly in accordance with our plans, which accelerated the transformation, upgrade and restructuring of the Company, thus further enhancing the Company’s overall competitiveness. During the reporting period, a finance company was approved to commence operation. Meanwhile, the financial leasing company also commenced operation. Therefore, the Company became the first enterprise in the paper making industry to own a finance company and a financial leasing company. The operation of the finance company enables the temporarily idle capital within the Group to be under the central management of the finance company for the operation in the interbank lending market and provision of various financial services, thus realising the transformation of capital management from a ‘custody mode’ to an ‘operation mode’ to effectively enhance the efficiency of the use of capital and achieve capital appreciation, andpave the way for new diversification in the development of the Company. During the reporting period, the Company’s revenue amounted to RMB9,082.0206 million, down by 9.43% from the corresponding period of the prior year. The operating costs were RMB7,378.9986 million, down by 10.57% from the corresponding period of the prior year. Operating profit and net profit attributable to equity holders of the Company were RMB22.0533 million and RMB242.4611 million respectively, down by 77.34% and 27.28% respectively from the corresponding period of the prior year. During the reporting period, the expenses for the period were RMB1,651.3395 million, down by 0.48% from the corresponding period of the prior year. Investment in research and development amounted to RMB186.0690 million, up by 20.80% from the corresponding period of the prior year. Net cash flows from operating activities were RMB1,285.6963 million, up by 41.76% from the corresponding period of the prior year. — 7— (1) Year on year changes in major financial information Unit: RMB During the corresponding During the period of the Increase/ Reason for the Item reporting period prior year decrease (%) change Revenue 9,082,020,579.01 10,027,901,358.43 -9.43% — Operating costs 7,378,998,628.31 8,251,349,814.35 -10.57% — Selling and distribution expenses 524,593,811.50 570,398,742.45 -8.03% — Administrative expenses 500,133,881.63 602,523,953.98 -16.99% — Finance expenses 626,611,788.47 486,409,117.79 28.82% — Income tax expenses 34,033,045.12 82,871,206.26 -58.93% ① Investments in research and development 186,069,011.16 154,034,416.74 20.80% — Net cash flows from 1,285,696,261.13 906,935,242.95 41.76% ② operating activities Net cash flows from -1,797,453,118.70 -885,800,802.95 -102.92% ③ investing activities Net cash flows from 709,490,179.43 -772,501,665.99 191.84% ④ financing activities Net increase in cash and 184,819,902.18 -744,802,455.71 124.81% cash equivalents Explanation on major changes: ① The profitability of the Company decreased as compared to the corresponding period of the prior year due to the factors such as market and exchange rate changes. ② The Company increased the proportion of payment for goods by bills. ③ The Company made new external entrusted loans. ④ The borrowings for the period increased due to the projects. The change was primarily due to changes in cash flow from operating activities, investing activities and financing activities. — 8— (2) Analysis of asset and liability Unit: RMB 31 December Increase/ Reason for the Item 30 June 2014 2013 decrease change Monetary funds 3,357,075,224.97 2,547,729,794.24 31.77% ① Construction in progress 3,383,652,916.06 5,266,031,817.60 -35.75% ② Construction materials 23,245,677.92 63,968,067.62 -63.66% ③ Other non-current assets 900,000,000.00 — 100.00% ④ Interest payable 246,392,305.53 153,189,860.42 60.84% Dividend payable 580,921,640.10 — 100.00% ⑥ Long-term payable 128,000,000.00 60,000,000.00 113.33% ⑦ Explanation on major changes: ① The establishment of Shandong Chenming Group Finance Co., Ltd. was approved. Its registered capital was RMB1 billion. Registration has not been made with the industrial and commercial administration as at the end of the reporting period. ② Jilin Chenming’s environmental protection relocation project, Wuhan Chenming’s household paper project and Shouguang Meilun’s paper additives project were reclassified as fixed assets. ③ Jilin Chenming’s environmental protection relocation project was reclassified as fixed assets. ④ The Company made new external entrusted loans due after one year. The interest of “11 Chenming Bond”, “12 Chenming Bond” and 2012 medium-term notes was payable by the Company. ⑥ Dividend on ordinary shares for 2013 was payable by the Company. ⑦ During the period, the Management Committee of Nanchang Economic and Technological Development Zone provided borrowings of RMB68.00 million for the phase II project of Jiangxi Chenming. (3) Future Development The industry to which the Company belongs is the paper making industry, which is a light industry. The paper making industry is an important basic raw materials industry which is closely related to the national economy and social development. The paper making industry features capital and skills intensive characteristics with prominent economy of scale. Its growth rate is strongly and positively correlated to that of GDP. In respect of the industry, since 2013, some paper types are in a phase of overcapacity due to slowdown in economic growth — 9— and weak market demand, resulting in fierce competition in the paper making industry. The outlook of the domestic paper and pulp market is not promising due to the macro environment. The overall market development is weak with sluggish market condition. However, the development conditions for the paper making industry are gradually improving in the long run. The National Development and Reform Commission, Ministry of Industry and Communication and State Forestry Administration have jointly issued the Twelfth Five-Year Plan for the Development of the Paper Making Industry, which clearly states the general direction of “controlling total volume, promoting concentration, optimising raw materials and reducing energy consumption and emission”, from which the Company is expected to benefit in the long run. Elimination of outdated production capacity and the stricter environmental protection policy will force some small and medium-sized enterprises to leave the industry, thereby lowering the pressure of the new production capacity on the supply in the industry to a certain extent, which is conducive to a proactive increase in price proposed by enterprises. Meanwhile, the continued low level of raw material prices relieved the pressure on the operating costs of enterprises. In recent years, the Company is committed to the integrated development of forestry, pulp and paper with a longer industry chain and more comprehensive paper types. The Company has carried out capacity expansion on paper types with better prospects. The Company’s direction of development is in line with the requirements of the development plan of the entire paper making industry. Meanwhile, the operation of the finance company and the financial leasing company signifies that the Company has officially stepped into the financial sector. Moreover, the Company has engaged in various operations such as waterfront regulation, magnesite mining, and real estate development, thereby expanding its industry chain with a more rationalised industry positioning, which further strengthen the Company’s competitiveness and development potential. As the industry gradually recovers with the economic turnaround, the results of the Company will make great strides. In 2014, the Company will focus on an overall strengthening of management and improving operational quality to ensure a sustainable development. In view of this, the Company has adopted the guidelines of “team building, strict management, outstanding business performance, achieving good results” as the working principles of the year. The Company will continue to focus on the following areas in the second half of 2014 in line with its strategic objectives: Corporate Management: firstly, the Company will firmly establish and strictly implement the working principles of “team building, strict management, outstanding business performance, achieving good results”; and secondly, the — 10 — Company will adopt four measures in corporate management, as follows: ① revise the existing management system by making it simple, effective, and easy to implement in order to create the basic conditions for strict management; ② enhance team building by employment of qualified employees and dismissal of unqualified employees; ③ strengthen strict and careful management, with special emphasis on “strict” and “careful”; and ④ improve incentive schemes by innovative incentives and adoption of appointment through competition to further mobilise the enthusiasm of the cadres and staff. Operation and management: the Company will increase efficiency by optimising product structure and increase investment in high-efficiency areas. It will make reference to advanced corporate marketing incentives, improve performance appraisal systems to fully arouse the enthusiasm of sales staff. It will implement system optimisation and strictly control risk. The Company aims to reduce inventories and capital appropriations to proactively respond to the market through measures including market research and timely developed marketing strategies. The Company will also enhance new product promotion and establish professional sales teams for high value-added products to increase the revenue of the Company. Production management: firstly, the Company places great emphasis on the operation of production upgrade projects and new production projects. It focuses on the management of its 800,000 tonnes coated paper project, 600,000 tonnes bleached kraft liner board project, Jilin Chenming’s environmental protection relocation project, Meilun’s paper additives projects and Wuhan’s specialty paper upgrade and household paper projects to accelerate growth in efficiency. Secondly, it will speed up product restructuring and new product development, strengthen new product development, enrich product structure, improve the ability to respond to the market, and increase sales of new products and high value-added products. Thirdly, special emphasis will be placed on technology development and application to improve the Company’s core competitiveness. Research on the use of fibre reinforced and filler modification technology as well as new alternative adhesives technology will be conducted to reduce costs and increase efficiency. Fourthly, it will implement strict equipment management to eliminate serious accidents involving equipment. Fifthly, the Company will continue to implement post setting and staffing and reduce labour costs through post consolidation and improvement in automation. Project management: firstly, the Company will revise and improve its original project management system to make the system fully reflect the principle for project construction of “careful planning, casting quality products, striving for progress and effectiveness verification”. Secondly, the Company will enhance — 11 — the professional skills of project personnel by encouraging them to learn outside the Company and engage them to learn in the Company. Thirdly, it will adopt strict requirements from the pre-feasibility studies to process control, and from construction company tenders to selection of equipment suppliers to ensure the overall quality of the project. Fourthly, it will specific clear project details and quality objectives, highlight project staff ’s accountability and implement a strict reward and punishment system. The Company will focus on implementing the following tasks: ① for projects under construction including Jiangxi Chenming’s 350,000 tonne high-end packaging paper, Zhanjiang Chenming’s 180,000 tonne paper cup sheets and 190,000 tonne culture paper projects, the Company will ensure comprehensive control and assessment, as well as strict quality and cost control to ensure timely commencement of production; ② planned and approved projects including Huanggang Chenming’s integrated forestry, pulp and paper project and Shouguang City’s 400,000 tonne chemical pulp project will undergo repeated verification and optimisation to ensure that these projects will become world-class quality products. Other aspects: firstly, the Company will make full use of offshore funds and reduce finance costs through the finance company and financial leasing company. Secondly, it will reduce finance costs by increasing use of offshore funds, expanding financing channels and improving capital use efficiency. Thirdly, it aims to achieve economic efficiency by increasing trade volume through import and export companies, developing new customer sources, establishing strategic partnerships and controlling quality supplies. Fourthly, it will reduce inventories and improve contract compliance rate to reduce capital appropriations and financing costs. 4. EVENTS RELATING TO THE FINANCIAL REPORT (1) Reason for changes in accounting policies, accounting estimates and accounting methods as compared to the financial report for the prior year √ Applicable □Not applicable During the reporting period, in accordance with the requirements of “Notice on the issuance of ‘Accounting Standard for Business Enterprises No. 2 — Long- term equity investments’” (Cai Kuai [2014] No. 14) and “Notice on the issuance of ‘Accounting Standard for Business Enterprises No. 41 — Disclosure of interests in other entities’” (Cai Kuai [2014] No. 16), entities listed overseas are encouraged to early adopt the above two accounting standards issued or — 12 — amended in 2014. The Company implemented the above two accounting standards in preparation of the financial statements for the first half of 2014 as a listed company in the PRC and Hong Kong, and made adjustments in accordance with the requirements therein. Unit: RMB Items set out in Effect on relevant Effect on the the am ounts Details and reason of changes in statements am ounts as at 31 as at 30 accounting policies affected December 2013 June 2014 In accordance with “Accounting Long-term equity Standard for Business Enterprises 83,260,425.53 83,000,000.00 investments No. 2 — Long-term equity investments”, for any long-term equity investment unable to exercise common control or significant influence over the investee, and not quoted in an Available-for-sale active market so that its fair value 83,260,425.53 83,000,000.00 financial assets cannot be reliably measured, it is reported as an available-for-sale financial asset instead of a long-term equity investment by the Company. (2) Reason for retrospective restatement to correct major accounting errors during the reporting period □ Applicable √ Not applicable During the reporting period, there was no retrospective restatement to correct major accounting errors. (3) Reason for changes in scope of the consolidated financial statements as compared to the financial report for the prior year √ Applicable □ Not applicable ① During the reporting period, the Company established two companies through investments, namely Shandong Chenming Financial Leasing Co., Ltd. and Shandong Chenming Investment Limited. In order to promote diversified development of the Company, further expand its business scope, enhance its overall strength and comprehensive competitiveness, develop new sources of profit growth, the Company convened the fourth extraordinary meeting of the seventh session of the Board on 17 January 2014, at which the Resolution on Establishing a Financial Leasing Company was considered and approved. On 21 February 2014, the Company invested — 13 — RMB300.00 million, through Chenming (HK) Limited, a wholly-owned subsidiary of the Company, to establish Shandong Chenming Financial Leasing Co., Ltd., which was consolidated into the financial statements of the Company since February 2014. In order to promote diversified development of the Company, further expand its business scope, enhance its overall strength and comprehensive competitiveness, develop new sources of profit growth, the Company convened the fourth meeting of the seventh session of the Board on 20 March 2014, at which the Resolution on Establishing Shandong Chenming Investment Co., Ltd. was considered and approved. On 26 March 2014, the Company invested RMB200.00 million, through Chenming (HK) Limited, a wholly-owned subsidiary of the Company, to establish Shandong Chenming Investment Co., Ltd., which was consolidated into the financial statements of the Company since March 2014. ② During the reporting period, the control over Shandong Chenming Xinli Power Co., Ltd. was lost due to disposal of equity interest, and therefore the company ceased to be included in the scope of consolidation; and the registration of Shouguang Chenming Tianyuan Arboriculture Co., Ltd. and Shouguang Hengfeng Storage Co., Ltd. were cancelled according to actual needs of operations. Therefore, the above two companies ceased to be included in the scope of consolidation. 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”. On 4 March 2014, the Company entered into an equity interest contract with Guangdong Dejun Investment Co., Ltd. to transfer its 51% equity interest in Shandong Chenming Xinli Power Co., Ltd. at a consideration of RMB76.1940 million. The Company lost its control over Xinli Power, which ceased to be included in the scope of consolidation with effect from 4 March 2014. Shouguang Chenming Tianyuan Arboriculture Co., Ltd. and Shouguang Hengfeng Storage Co., Ltd. had not engaged in any business activity for years. The Company cancelled their registration to save the related expenses. The related assets and liabilities were consolidated into the financial statements of the Company. The above two companies ceased to be included in the scope of consolidation with effect from May 2014. — 14 — (4) Opinions of the Board of Directors and the Supervisory Committee regarding the “m odified auditor’s report” for the reporting period issued by the accountants □ Applicable √ Not applicable SHANDONG CHENMING PAPER HOLDINGS LIMITED 27 August 2013 — 15 —