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晨 鸣B:2014年半年度报告摘要(英文版)2014-08-28  

						    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 —