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晨 鸣B:2016年第一季度报告全文(英文版)2016-04-28  

						                     Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




   SHANDONG CHENMING PAPER HOLDINGS LIMITED *

              2016 First Quarterly Report




                                 
                                 
                                 
                                 
                                 
                      April 2016




                           — 1 —
                                    Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 


   I   Important Notice

       The board of directors (the “Board”), the supervisory committee (the
       “Supervisory Committee”), the directors (the “Directors”), supervisors (the
       “Supervisors”) and senior management (the “Senior Management”) of the
       Company hereby warrant that the contents of this quarterly report are true,
       accurate and complete, and there are no false representations, misleading
       statements or material omissions, and are jointly and severally responsible
       for the liabilities of the Company.

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

       Chen Hongguo, the head of the Company, Dong Lianming, the head in
       charge of accounting, and Li Dong, the head of the accounting department
       (Accounting Officer), declare that they warrant the truthfulness, accuracy
       and completeness of the financial statements in this quarterly report.




                                          — 2 —
                                              Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




   II   Major financial data and change of shareholders

   I.   Major accounting data and financial indicators

        Retrospective adjustment to or restatement of the accounting data for prior years
        by the Company due to change of accounting policies and correction of
        accounting errors

        □ Yes                  √ No


                                                                                                   Increase/decrease
                                                              
                                                                                                   compared to the
                                                                                                      corresponding
                                           The reporting        Corresponding                          period of the
                                                   period period of prior year                           prior year
   Revenue (RMB)                        4,951,931,256.74      4,456,654,640.64                               11.11%
                                                                                             
   Net profit attributable to
                                                                                             
     shareholders of the                                                                     
     Company (RMB)                        402,131,344.77                 96,137,359.80                        318.29%
   Net profit after                                                                          
                                                                                             
     extraordinary gains or                                                                  
     losses attributable to                                                                  
     shareholders of the                                                                     
     Company (RMB)                        292,898,560.63                 47,531,100.97                        516.23%
   Net cash flows from                                                                       
     operating activities (RMB)         -3,936,890,898.29             -549,893,745.34                        -615.94%
   Basic earnings per share                                                                  
     (RMB per share)                                   0.18                           0.05                    260.00%
   Diluted earnings per share                                                                
     (RMB per share)                                   0.18                           0.05                    260.00%
   Rate of return on net assets                                                              
     on weighted average basis                       2.48%                         0.69%                      1.79%
                                                                                                Increase/decrease as
                                                                                                   at the end of the
                                                              
                                                                                                    reporting period
                                         As at the end of            As at the end of           compared to the end
                                     the reporting period              the prior year              of the prior year
   Total assets (RMB)                  83,937,169,224.58           77,961,699,547.59                          7.66%
                                                                                             
   Net assets attributable to
                                                                                             
     shareholders of the                                                                     
     Company (RMB)                    19,542,206,733.20            16,871,494,584.82                            15.83%



                                                    — 3 —
                                      Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




       Items and amounts of extraordinary gains or losses

       √ Applicable              □ Not applicable

                                                                                                   Unit: RMB


                                                            Am ounts for the 
                                                                              
                                                             period from the 
                                                             beginning of the 
                                                           year to the end of 
                                                                              
                                                                the reporting 
   Item                                                                period                             Note
                                                        
   Profit or loss from disposal of non-current                                           
                                                        
     assets (including write-off of provision for       
     assets impairment)                                                423,932.82
   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                                             116,605,070.58
   Gain or loss from debt restructuring                             -76,923.05 
   Gain or loss on external entrusted loans                      22,750,000.00 
   Non-operating income and expenses other                                               
     than the above items                                         3,416,483.00
   Less: Effect of income tax                                    33,499,392.38 
          Effect of minority interest (after tax)                   386,386.83 
          Total                                                 109,232,784.14                                —


       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

       No extraordinary gain or loss items as defined or illustrated in the Explanatory
       Announcement on Information Disclosure for Companies Offering Their
       Securities to the Public No.1 - Extraordinary Gains or Losses were defined by
       the Company as its recurring gain or loss items during the reporting period.


                                            — 4 —
                                                         Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




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

   1.    Number of shareholders of ordinary shares and shareholders of preference
         shares with restored voting rights and the shareholding of the top ten
         shareholders

                                                                                                                      Unit: share


   Total number of shareholders        101,938, of which 75,712 were        Total number of shareholders of                        0
     of ordinary shares as at          holders of A shares, 25,722          preference shares with restored
     the end of the reporting          were holders of B shares and         voting right as at the end of the
     period                            504 were holders of H shares         reporting period (if any)
                                               Shareholding of top 10 shareholders
                                                                                            
                                                                                                              Share pledged or
                                                                            
                                                                                        Number of                 locked-up
                                     Nature of               Percentage of Number of     restricted          Status of 
   Name of shareholders              shareholders             shareholding shares held shares held              shares     Number
   SHOUGUANG CHENMING                State-owned legal              15.13% 293,003,657             0          Pledged 120,000,000
     HOLDINGS COMPANY                person
     LIMITED
   HKSCC NOMINEES          Overseas legal                          14.03% 271,771,900                 0                
     LIMITED               person
   CHENMING HOLDINGS       Overseas legal                           5.22% 101,110,923                 0                
     (HONG KONG) LIMITED   person
   CENTRAL HUIJIN ASSET    State-owned legal                        2.07%      40,137,900             0                
     MANAGEMENT LTD.       person
   NATIONAL SOCIAL         Funds, wealth                            1.51%      29,261,612             0                
     SECURITY FUND 110     management
                           products etc.
   HUATAI SECURITIES CO.,  Domestic ordinary                        1.10%      21,262,114             0                
     LTD.                  legal person
   CHINA CONSTRUCTION      Funds, wealth                            0.58%      11,253,971             0                
     BANK CORPORATION — management
     ABC-CA SMALL AND      products etc.
     MEDIUM CAP EQUITY
     FUND
   BOSERA FUNDS — BANK    Funds, wealth                            0.52%      10,000,000             0                
     OF CHINA — PING AN   management
     LIFE INSURANCE —     products etc.
     PING AN LIFE
     INSURANCE
     ENTRUSTED
     INVESTMENT NO.1
     ASSET MANAGEMENT
     PLAN
   POSTAL SAVINGS BANK     Funds, wealth                            0.51%       9,905,595             0                
     OF CHINA CO., LTD. — management
     ABC-CA CONSUMPTION products etc.
     THEME EQUITY FUND
   BBH A/C VANGUARD        Overseas legal                           0.44%       8,608,238             0                
     EMERGING MARKETS      person
     STOCK INDEX FUND




                                                               — 5 —
                                                     Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 





                             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
   SHOUGUANG CHENMING HOLDINGS COMPANY                                 293,003,657         RMB ordinary              293,003,657
   LIMITED                                                                                       shares
   HKSCC NOMINEES LIMITED                                              271,771,900        Overseas listed            271,771,900
                                                                                           foreign shares
   CHENMING HOLDINGS (HONG KONG) LIMITED                                101,110,923       Domestic listed             21,910,923
                                                                                           foreign shares
                                                                                          Overseas listed             79,200,000
                                                                                           foreign shares
   CENTRAL HUIJIN ASSET MANAGEMENT LTD.                                  40,137,900        RMB ordinary               40,137,900
                                                                                                 shares
   NATIONAL SOCIAL SECURITY FUND 110                                     29,261,612        RMB ordinary               29,261,612
                                                                                                 shares
   HUATAI SECURITIES CO., LTD.                                           21,262,114        RMB ordinary               21,262,114
                                                                                                 shares
   CHINA CONSTRUCTION BANK CORPORATION —                                11,253,971        RMB ordinary               11,253,971
   ABC-CA SMALL AND MEDIUM CAP EQUITY FUND                                                       shares
   BOSERA FUNDS-BANK OF CHINA — PING AN LIFE                            10,000,000        RMB ordinary               10,000,000
   INSURANCE — PING AN LIFE INSURANCE                                                           shares
   ENTRUSTED INVESTMENT NO.1 ASSET
   MANAGEMENT PLAN
   POSTAL SAVINGS BANK OF CHINA CO., LTD. — ABC-                         9,905,595        RMB ordinary                9,905,595
   CA CONSUMPTION THEME EQUITY FUND                                                              shares
   BBH A/C VANGUARD EMERGING MARKETS STOCK                                8,608,238       Domestic listed              8,608,238
   INDEX FUND                                                                              foreign shares
   Connected relationship or connected party relationship      A shareholder, Chenming Holdings (Hong Kong) Limited,
   among the above shareholders                                which is an overseas legal person, is a wholly-owned
                                                               subsidiary of a shareholder, Shouguang Chenming Holdings
                                                               Company Limited, which is a state-owned legal person. Hence
                                                               they are persons acting in concert under Administration of
                                                               Disclosure of Information on the Change of Shareholding in
                                                               Listed Companies Procedures. Save for the above, it is not
                                                               aware that any other shareholders of tradable shares are
                                                               persons acting in concert and it is also not aware that any other
                                                               shareholders of tradable shares are connected with each other.

         Whether an agreed repurchase transaction was entered into during the reporting
         period by the top 10 ordinary shareholders and top 10 shareholders of non-
         restricted shares of the Company

         □ Yes                     √ No


         The top 10 ordinary shareholders and top 10 shareholders of non-restricted
         ordinary shares of the Company did not enter into any agreed repurchase
         transaction during the reporting period.




                                                            — 6 —
                                                       Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




   2.    Total number of shareholders of preference shares and shareholding of the
         top ten shareholders of preference shares

         √ Applicable                         □ No applicable


                                                                                                                       Unit: share


   Total number of shareholders of preference shares as at the end of the reporting 
     period                                                                                                                      5
                               Shareholding of the top ten shareholders of preference shares
                                                                                         
                                                                                                           Share pledged or
                                                                          
                                                                                      Number of                locked-up
                                   Nature of               Percentage of Number of     restricted         Status of 
   Name of shareholders            shareholders             shareholding shares held shares held             shares     Number
   GUOXIN LEASING CO.,             Domestic ordinary              35.56%   8,000,000             0               —         —
     LTD.                          legal person
   QILU BANK CO., LTD. —          Fund, wealth                  26.67%      6,000,000              0             —            —
     QILU BANK QUANXIN             management
     WEALTH                        product etc.
     MANAGEMENT
     PRODUCT SERIES
   LAIWU GUANGYANG                 Domestic ordinary             20.00%      4,500,000              0             —            —
     INVESTMENT CO., LTD.          legal person
   SHANDONG DONGTAI                Domestic ordinary              8.89%      2,000,000              0             —            —
     IMPORT AND EXPORT             legal person
     CO., LTD.
   SHANDONG TAISHAN                Domestic ordinary              8.89%      2,000,000              0             —            —
     STEEL GROUP                   legal person
     COMPANY LIMITED
                       Shareholding of the top ten shareholders of non-restricted preference shares
                                                                                         Total number of non-restricted
   Name of shareholders                                                                            preference shares held
   GUOXIN LEASING CO., LTD.                                                                                      8,000,000
   QILU BANK CO., LTD. — QILU BANK QUANXIN WEALTH                                                               6,000,000
     MANAGEMENT PRODUCT SERIES
   LAIWU GUANGYANG INVESTMENT CO., LTD.                                                                          4,500,000
   SHANDONG DONGTAI IMPORT AND EXPORT CO., LTD.                                                                  2,000,000
   SHANDONG TAISHAN STEEL GROUP COMPANY LIMITED                                                                  2,000,000
   Connected relationship or connected party relationship among the above         It is not aware that the above
     shareholders                                                                 shareholders of preference shares are
                                                                                  persons acting in concert and it is also
                                                                                  not aware that the above shareholders of
                                                                                  preference shares are connected with
                                                                                  each other.




                                                             — 7 —
                                       Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




   III Material matters


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

        √ Applicable              □ Not applicable


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


                                                                                                     Unit: RMB



                                                                                              Reason for
   Item                         31 March 2016           31 December 2015               Change    change
   Prepayments                 1,677,854,473.94           1,072,990,234.05             56.37%         (1)
   Non-current assets due                                                                         
     within one year           4,301,273,250.54           2,893,133,653.86              48.67%                 (2)
   Other current assets        9,474,404,485.90           7,582,839,356.54              24.95%                  (3)
   Staff remuneration                                                                             
     payables                   149,143,065.75               205,840,694.03            -27.54%                  (4)
   Interest payable             268,753,198.21               150,075,698.23             79.08%                  (5)
   Long-term payables           575,500,000.00               344,000,000.00             67.30%                  (6)
   Special payables             281,039,716.66               176,983,516.66             58.79%                  (7)
   Other equity                                                                                   
     instruments               4,821,550,000.00           2,582,800,000.00              86.68%                  (8)

        Explanation of the reasons leading to the major changes:


        (1) Prepayments increased by 56.37% as compared to the beginning of the year
            mainly due to an increase in prepayments for raw materials.

        (2) Non-current assets due within one year increased by 48.67% as compared
            with the beginning of the year mainly due to an increase in long term finance
            lease payments due within one year.

        (3) Other current assets increased by 24.95% as compared to the beginning of
            the year mainly due to an increase in receivables under financial lease due
            within one year.

        (4) Staff remuneration payables decreased by 27.54% as compared to the
            beginning of the year mainly due to the payment of year-end bonus at the
            beginning of the year.



                                             — 8 —
                                       Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




        (5) Interest payables increased by 79.08% as compared to the beginning of the
            year mainly due to the accrued interests of corporate bonds and medium-
            term notes.

        (6) Long-term payables increased by 67.30% as compared to the beginning of
            the year mainly due to the special funds from China Development Bank of
            RMB200 million received by Zhanjiang Chenming, a subsidiary of the
            Company.

        (7) Special payables increased by 58.79% as compared to the beginning of the
            year mainly due to the government special fund of RMB104 million received
            by Huanggang Chenming, a subsidiary of the Company.

        (8) Other equity instruments increased by 86.68% as compared to the beginning
            of the year mainly due to the issue of preference shares in the amount of
            RMB2,250 million.

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

                                                                                                     Unit: RMB



                                                                                                 Reasons
   Item                   January - March 2016 January - March 2015                    Change for change
   Business taxes and                                                                             
     surcharges                   35,522,816.60               20,088,579.62            76.83%                  (1)
   Finance expenses              492,709,119.49              297,978,452.89            65.35%                  (2)
   Investment income              14,515,005.16               23,610,110.99           -38.52%                   (3)
   Non-operating income          122,346,818.32               37,469,403.87           226.52%                   (4)
   Income tax expenses           163,276,472.80               67,828,016.18           140.72%                   (5)

        Explanation of the reasons leading to the major changes:


        (1) Business taxes and surcharges increased by 76.83% as compared to the
            corresponding period of last year mainly due to a year-on-year increase in
            financial leasing business of the Company.

        (2) Finance expenses increased by 65.35% as compared to the corresponding
            period of last year mainly due to an increase in interest expenses and
            exchange loss.




                                             — 9 —
                                      Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




       (3) Investment income decreased by 38.52% as compared to the corresponding
           period of last year mainly due to an increase in investment loss from long-
           term equity investments accounted for using the equity method.

       (4) Non-operating income increased by 226.52% as compared to the
           corresponding period of last year mainly due to an increase in the
           government subsidies received by the Company.

       (5) Income tax expenses increased by 140.72% as compared to the
           corresponding period of last year mainly due to the higher profitability of
           the Company.

   (III) Analysis of cash flows during the reporting period


                                                                                                   Unit: RMB



                                                                                                Reasons
   Item                    January - March 2016 January - March 2015                  Change for change
   Net cash flows from                                                          
     operating activities       -3,936,890,898.29     -549,893,745.34  -615.94%                               (1)
   Net cash flows from                                                          
     investment activities        -447,467,552.31     -846,978,295.42    47.17%                               (2)
   Net cash flows from                                                          
     financing activities        4,315,067,987.52    1,430,099,524.47   201.73%                                (3)

       Explanation of the reasons leading to the major changes:


       (1) Net cash flows from operating activities decreased by 615.94% mainly due
           to an increase in external investment of the financial leasing business.

       (2) Net cash flows from investing activities increased by 47.17% mainly due to
           a decrease in cash paid for construction of fixed assets during the period.

       (3) Net cash flows from financial activities increased by 201.73% mainly due to
           the issue of short-term commercial paper and preference shares during the
           period.




                                            — 10
                                                  Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




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

         √ Applicable                     □ Not applicable


         1.   Report on details of changes of equity.


         2.   Prospectus of non-public issue of preference shares and report on non-public
              issue of preference shares.

         3.   Notice on replacement of self-raised funds invested in advance to projects
              with proceeds from issue of preference shares.

         4.   Notice on obtaining high and new tech enterprise qualifications for the
              Company and its subsidiaries.

         5.   Transfer announcement on non-public issue of preference shares.


         6.   Proposal of non-public issue of shares for 2016.


   Material matter                 Date of disclosure       Search index of the ad-hoc report disclosure website
   Report on non-public issue of   25 March 2016            http://www.cninfo.com.cn
     preference shares
   Prospectus of non-public        25 March 2016            http://www.cninfo.com.cn
     issue of preference shares
   Report on details of changes    15 January 2016          http://www.cninfo.com.cn
     of equity
   Notice on replacement of        25 March 2016            http://www.cninfo.com.cn
     self-raised funds invested
     in advance to projects with
     proceeds from issue of
     preference shares.
   Notice on obtaining high and    29 March 2016            http://www.cninfo.com.cn
     new tech enterprise
     qualifications for
     subsidiaries
   Notice on obtaining high and    2 April 2016             http://www.cninfo.com.cn
     new tech enterprise
     qualifications for the
     Company and its
     subsidiaries
   Transfer announcement on        7 April 2016             http://www.cninfo.com.cn
     non-public issue of
     preference shares
   Proposal of non-public issue    16 April 2016            http://www.cninfo.com.cn
     of shares for 2016



                                                       — 10 —
                                                                 Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




   III. Undertakings made by the Company, shareholders, beneficial controllers,
        bidders, directors, supervisors, senior management or other related parties
        during the reporting period or prior periods but subsisting to the end of the
        reporting period
        √ Applicable            □ Not applicable


                                                                                                                                               Particulars
                         Party involved   Type of                                                                  Undertaking                 on the
   Undertaking           in 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
   Undertaking made on   Shouguang        Non-competitive (1) Shouguang Chenming Holdings Co., Ltd.                   22 May 2008 9999-12-31   Strictly
      initial public     Chenming         undertaking     (“Shouguang Chenming Holdings”) shall not engage,                                  implemented
      offering or        Holdings Co.,                    whether solely, jointly, or by representing itself or any
      refinancing        Ltd.                             other persons or companies, and shall not procure its
                                                          associates (as defined in The Listing Rules of Hong
                                                          Kong 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 the business of
                                                          Chenming Group, or obtain any business opportunity
                                                          which directly or indirectly competes against the
                                                          business of Chenming Group, 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 the Company 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
                                                          Company to jeopardise the legal interests of Chenming
                                                          Group and its shareholders with other persons or
                                                          companies or on their behalf.



                                                                       — 11 —
                                                                  Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




                                                                                                                                                   Particulars
                        Party involved   Type of                                                                          Undertaking              on the
   Undertaking          in undertaking   undertaking         Details of undertaking                                       date        Term         performance
                        Shouguang        Defective           (1) According to the plan on defective properties of the     16 January 9999-12-31    Strictly
                        Chenming         properties          Company, Shouguang Chenming Holdings Co., Ltd.               2008                     implemented
                        Holdings Co.,                        (“Shouguang Chenming Holdings”) has guaranteed and
                        Ltd.                                 undertaken that: according to the application of the
                                                             Company, for defective property(ies) owned by the
                                                             Company and its holding subsidiary 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 Company suffers
                                                             any economic losses due to the defects of the title
                                                             (including but not limited to damages, penalties and
                                                             relocation costs), Shouguang Chenming Holdings will
                                                             bear such economic losses; (3) during the regulatory
                                                             process taken to the defective properties of buildings
                                                             and land of subsidiaries of the Company situated outside
                                                             the local areas (outside the administrative area of
                                                             Shouguang city), the economic losses such as penalties
                                                             or relocation costs imposed by competent administrative
                                                             authorities to be borne by the subsidiaries arising from
                                                             defects of insufficient title documents shall be paid
                                                             pursuant to the law by Shouguang Chenming Holdings
                                                             after verification.
   Equity incentive undertaking
   Other undertakings     The Company    Undertaking of      Taking into consideration the dilution of the current      25 March      9999-12-31   Strictly
      made to minority                   specific remedial   return of shareholders of ordinary shares due to the issue 2016                       implemented
      shareholders of                    measures in the     of preference shares, in order to maintain compliance
      the Company                        non-public issue    with the Opinions of the General Office of the State
                                         of preference       Council on Further Strengthening the Protection of
                                         shares              Legitimate Rights and Interests of Small and Medium
                                                             Investors in Capital Market, protect the interests of
                                                             shareholders of ordinary shares and make up for the
                                                             potential loss of current return due to the issue of
                                                             preference shares, the Company has undertaken to adopt
                                                             various measures to ensure the effective use of proceeds,
                                                             prevent the dilution of the current return and enhance
                                                             future profitability.
   Does the undertaking Yes
      performed timely?

   IV. Estimate of the operating results for January - June 2016


           Warning of projection on cumulative net profit for the period from the beginning
           of the year to the end of the next reporting period to be at a loss or expected to
           have material changes as compared to the corresponding period of prior year and
           its explanation

           □ Applicable                                 √ Not applicable




                                                                         — 12 —
                                     Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




   V. Security investments


       □ Applicable             √ Not applicable


       The Company did not have any security investments during the reporting period.


   VI. Derivatives investments


       □ Applicable             √ Not applicable


       The Company did not have any derivative investments during the reporting
       period.

   VII. Registration report on reception of research investigations, communications
        and interviews during the reporting period

       □ Applicable             √ Not applicable


       The Company did not have any reception of research                                    investigations,
       communications and interviews during the reporting period.

   VIII. External guarantees against the rules and regulations


       □ Applicable             √ Not applicable


       There was no external guarantee provided by the Company which was against the
       rules and regulations during the reporting period.

   IX. Appropriation of funds of the Company by the controlling shareholder and
       its related parties for non-operating purposes

       □ Applicable             √ Not applicable


       There was no appropriation of funds of the Company by the controlling
       shareholder and its related parties for non-operating purposes during the
       reporting period.




                                          — 13 —
                                      Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




   IV Financial Statements


   I.   Financial Statements


   1.   Consolidated Balance Sheet

   Prepared by: Shandong Chenming
     Paper Holdings Limited                                 27 April 2016                          Unit: RMB

   Item                                                  Closing balance                Opening balance
   CURRENT ASSETS:                                                               
     Monetary funds                                   10,267,015,030.65                 8,984,326,016.01
     Bills receivable                                  3,478,549,361.26                 3,998,782,845.65
     Accounts receivable                               3,724,327,434.17                 3,951,287,979.32
     Prepayments                                       1,677,854,473.94                 1,072,990,234.05
     Other receivables                                 1,498,607,163.03                 1,469,573,364.01
     Inventories                                       5,706,431,874.90                 5,210,917,891.42
     Non-current assets due within one year            4,301,273,250.54                 2,893,133,653.86
     Other current assets                              9,474,404,485.90                 7,582,839,356.54
   Total current assets                               40,128,463,074.39                35,163,851,340.86
   NON-CURRENT ASSETS:                                                           
     Available-for-sale financial assets                 109,000,000.00                   109,000,000.00
     Long-term receivables                             9,756,483,234.34                 9,084,087,143.84
     Long-term equity investments                         62,257,261.54                    70,492,256.38
     Investment properties                                15,562,367.86                    15,996,931.87
     Fixed assets                                     25,324,396,769.40                24,169,725,529.18
     Construction in progress                          5,052,823,935.13                 5,829,619,258.48
     Construction materials                               15,313,344.78                    14,662,116.76
     Intangible assets                                 1,465,086,590.80                 1,462,706,060.63
     Goodwill                                             20,283,787.17                    20,283,787.17
     Long-term prepaid expenses                          163,861,198.68                   165,686,946.61
     Deferred income tax assets                          576,740,667.24                   613,229,310.48
     Other non-current assets                          1,246,896,993.25                 1,242,358,865.33
   Total non-current assets                           43,808,706,150.19                42,797,848,206.73
   Total assets                                       83,937,169,224.58                77,961,699,547.59
   CURRENT LIABILITIES:                                                          
     Short-term borrowings                            26,893,983,032.11                24,755,535,672.86
     Bills payable                                     2,727,424,310.36                 3,281,599,412.31
     Accounts payable                                  2,772,219,064.36                 2,942,337,386.57
     Advance receipts                                    179,807,515.49                   180,504,227.01
     Staff remuneration payables                         149,143,065.75                   205,840,694.03




                                           — 14 —
                                         Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 






   Item                                                     Closing balance                Opening balance
     Taxes payable                                           181,935,811.06                  194,852,483.80
     Interest payable                                        268,753,198.21                  150,075,698.23
     Other payables                                        1,044,877,474.87                1,158,567,353.38
     Non-current liabilities due within one                                         
       year                                               5,510,489,598.09                 5,471,286,735.91
     Other current liabilities                           11,339,643,852.55                10,293,543,297.00
   Total current liabilities                             51,068,276,922.85                48,634,142,961.10
   NON-CURRENT LIABILITIES:                                                         
     Long-term borrowings                                 5,723,355,303.19                 5,169,381,063.83
     Bonds payable                                        3,790,965,390.33                 3,788,539,249.59
     Long-term payables                                     575,500,000.00                   344,000,000.00
     Special payables                                       281,039,716.66                   176,983,516.66
     Deferred income                                      1,482,678,540.40                 1,495,104,889.26
     Other non-current liabilities                        1,097,029,323.85                 1,094,621,421.67
   Total non-current liabilities                         12,950,568,274.43                12,068,630,141.01
   TOTAL LIABILITIES                                     64,018,845,197.28                60,702,773,102.11
   OWNERS’ EQUITY:                                                                 
     Share capital                                         1,936,405,467.00                 1,936,405,467.00
     Other equity instruments                              4,821,550,000.00                 2,582,800,000.00
     Including: Preference shares                          2,238,750,000.00 
                 Perpetual bonds                           2,582,800,000.00                 2,582,800,000.00
     Capital reserves                                      6,149,150,177.41                 6,149,138,276.81
     Other comprehensive income                             -315,195,961.25                  -345,014,864.26
     Surplus reserves                                      1,132,116,106.40                 1,132,116,106.40
     Retained profit                                       5,818,180,943.64                 5,416,049,598.87
   Total equity attributable to equity holders                                      
     of the company                                      19,542,206,733.20                16,871,494,584.82
     Minority interest                                      376,117,294.10                   387,431,860.66
   Total owners’ equity                                 19,918,324,027.30                17,258,926,445.48
   TOTAL LIABILITIES AND OWNERS’                                                   
     EQUITY                                              83,937,169,224.58                77,961,699,547.59

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




                                              — 15 —
                                      Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




   2.   Balance sheet of the Company

                                                                                                   Unit: RMB


   Item                                                 Closing balance               Opening balance
   CURRENT ASSETS:                                                                 
     Monetary funds                                  6,133,913,445.75 5,700,832,345.61
     Bills receivable                                1,164,207,980.20 1,279,192,805.78
     Accounts receivable                             1,975,799,365.89 2,054,668,707.47
     Prepayments                                       447,927,976.96    354,158,061.49
     Dividend receivable                               200,000,000.00    200,000,000.00
     Other receivables                              26,620,482,717.26 23,168,599,276.40
     Inventories                                       985,568,253.62    770,515,314.04
     Other current assets                                                 44,180,954.64
   Total current assets                             37,527,899,739.68 33,572,147,465.43
   NON-CURRENT ASSETS:                                                             
     Available-for-sale financial assets                  73,000,000.00     73,000,000.00
     Long-term equity investments                     13,526,805,786.90 13,526,953,706.49
     Investment properties                                15,562,367.86     15,996,931.87
     Fixed assets                                      3,437,958,940.77 3,494,527,564.35
     Construction in progress                             46,248,610.20     39,945,237.44
     Construction materials                                1,474,496.52      1,480,399.83
     Intangible assets                                   306,826,923.81    308,890,444.95
     Deferred income tax assets                          172,324,319.57    146,800,984.93
     Other non-current assets                            900,000,000.00    900,000,000.00
   Total non-current assets                           18,480,201,445.63 18,507,595,269.86
   Total assets                                       56,008,101,185.31 52,079,742,735.29
   CURRENT LIABILITIES:                                                            
     Short-term borrowings                             6,835,568,779.22               7,288,876,600.43
     Bills payable                                     2,665,000,000.00               1,095,500,000.00
     Accounts payable                                  1,069,714,091.21                 952,024,758.38
     Advance receipts                                  1,027,687,307.45                 735,151,335.79
     Staff remuneration payables                          48,925,784.73                  84,950,702.67
     Taxes payable                                        22,185,163.09                  37,964,445.54
     Interest payable                                    268,753,198.21                 150,075,698.23
     Other payables                                    3,421,944,576.34               4,342,643,198.14
     Non-current liabilities due within                                            
       one year                                        4,337,402,982.33 4,339,346,982.33
     Other current liabilities                        11,339,643,852.55 10,293,543,297.00
   Total current liabilities                          31,036,825,735.13 29,320,077,018.51




                                           — 16 —
                             Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 






   Item                                        Closing balance               Opening balance
   NON-CURRENT LIABILITIES:                                               
     Long-term borrowings                      1,136,014,913.83 1,051,891,417.64
     Bonds payable                             3,790,965,390.33 3,788,539,249.59
     Deferred income                              60,589,453.87     61,468,322.53
     Other non-current liabilities             1,097,029,323.85 1,094,621,421.67
   Total non-current liabilities               6,084,599,081.88 5,996,520,411.43
   TOTAL LIABILITIES                          37,121,424,817.01 35,316,597,429.94
   OWNERS’ EQUITY:                                                       
     Share capital                             1,936,405,467.00 1,936,405,467.00
     Other equity instruments                  4,821,550,000.00 2,582,800,000.00
     Including: Preference shares              2,238,750,000.00 
                Perpetual bonds                2,582,800,000.00 2,582,800,000.00
     Capital reserves                          5,938,852,560.70 5,938,840,660.10
     Surplus reserves                          1,119,926,524.49 1,119,926,524.49
     Retained profit                           5,069,941,816.11 5,185,172,653.76
   Total owners’ equity                      18,886,676,368.30 16,763,145,305.35
   TOTAL LIABILITIES AND OWNERS’                                         
     EQUITY                                   56,008,101,185.31 52,079,742,735.29




                                  — 17 —
                                      Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




   3.   Consolidated income statement

                                                                                                   Unit: RMB



                                                       Am ounts for the               Am ounts for the
   Item                                                          period                   prior period
   I. Total revenue                                    4,951,931,256.74               4,456,654,640.64
        Including: Revenue                             4,951,931,256.74               4,456,654,640.64
   II. Total operating costs                           4,534,400,365.69               4,366,383,551.69
        Including: Operating costs                     3,427,558,022.08               3,497,227,557.16
                      Business taxes and                                           
                         surcharges                         35,522,816.60                  20,088,579.62
                      Sales and distribution                                       
                         expenses                         254,937,855.85                 245,633,576.10
                      General and administrative                                   
                         expenses                         327,367,757.71                 305,525,329.60
                      Finance expenses                    492,709,119.49                 297,978,452.89
                      Loss on impairment of                                        
                         assets                              -3,695,206.04                       -69,943.68
        Plus: Gain on change in fair value                                         
               (“-” denotes loss)
               Investment income                                                   
                  (“-” denotes loss)                      14,515,005.16                  23,610,110.99
               Including: Investment income                                        
                                                                                   
                             from associates and                                   
                             joint ventures                -8,234,994.84                  -1,389,889.01
   III. Operating profit (“-” denotes loss)             432,045,896.21                 113,881,199.94
        Plus: Non-operating income                        122,346,818.32                  37,469,403.87
               Including: Gain on disposal of                                      
                             non-current assets                  631,136.62                  4,033,128.31
        Less: Non-operating expenses                             299,463.53                    935,152.21
               Including: Loss on disposal of                                      
                             non-current assets               207,203.80                     675,134.05
   IV. Total profit (“-” denotes total loss)            554,093,251.00                 150,415,451.60
        Less: Income tax expenses                         163,276,472.80                  67,828,016.18
   V. Net profit (“-” denotes net loss)                 390,816,778.20                  82,587,435.42
        Net profit attributable to shareholders                                    
          of the Company                                  402,131,344.77                   96,137,359.80
        Profit or loss of minority interest               -11,314,566.57                  -13,549,924.38
   VI. Net other comprehensive income after                                        
        tax                                                 29,818,903.01                   -7,922,563.40




                                           — 18 —
                                     Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 






                                                      Am ounts for the               Am ounts for the
   Item                                                         period                   prior period
                                                                                  
        Net other comprehensive income after
                                                                                  
          tax attributable to shareholders of                                     
          the Company                                      29,818,903.01                   -7,922,563.40
                                                                                  
        Other comprehensive income that will
                                                                                  
          be reclassified to profit or loss in                                    
          subsequent periods                               29,818,903.01                   -7,922,563.40
        Exchange differences on translation                                       
          of foreign operations                           29,818,903.01                   -7,922,563.40
   VII. Total comprehensive income                       420,635,681.21                   74,664,872.02
                                                                                  
        Total other comprehensive income
                                                                                  
          attributable to shareholders of the                                     
          Company                                        431,950,247.78                   88,214,796.40
        Total comprehensive income                                                
          attributable to minority interest               -11,314,566.57                 -13,549,924.38
   VIII.Earnings per share:                                                       
        (I) Basic earnings per share                                       0.18                           0.05
        (II) Diluted earnings per share                                    0.18                           0.05

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




                                          — 19 —
                                        Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




   4.   Income statement of the Company

                                                                                                     Unit: RMB



                                                         Am ounts for the               Am ounts for the
   Item                                                            period                   prior period
   I. Revenue                                            1,624,983,408.12               1,429,099,351.71
        Less: Operating costs                            1,334,992,670.50               1,193,338,115.70
                Business taxes and surcharges                3,499,786.77                   4,138,298.57
                Sales and distribution                                               
                   expenses                                   57,086,536.90                  57,368,291.36
                General and administrative                                           
                   expenses                                 125,978,458.42                 114,067,361.81
                Finance expenses                            273,560,487.30                 300,156,737.38
                Loss on impairment of assets                  3,452,110.25                   2,766,714.01
        Plus: Gain on change in fair value                                           
                (“-” denotes loss)
                Investment income                                                    
                   (“-” denotes loss)                       22,602,080.41                  25,697,571.36
                                                                                     
                Including: Investment income
                                                                                     
                              from associates and                                    
                              joint ventures                  -147,919.59                     -204,650.86
   II. Operating profit (“-” denotes loss)              -150,984,561.61                 -217,038,595.76
        Plus: Non-operating income                          10,230,665.29                    1,031,598.79
                Including: Gain on disposal of                                       
                              non-current assets                                                  120,755.04
        Less: Non-operating expenses                                     275.97 
                Including: Loss on disposal of                                       
                              non-current assets                   275.97
   III. Total profit (“-” denotes total loss)           -140,754,172.29                 -216,006,996.97
        Less: Income tax expenses                          -25,523,334.64                  -36,837,714.25
   IV. Net profit (“-” denotes net loss)                -115,230,837.65                 -179,169,282.72
   V. Net other comprehensive income                                                 
        after tax
   VI. Total comprehensive income                          -115,230,837.65                -179,169,282.72




                                             — 20 —
                                     Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




   5.   Consolidated cash flow statement

                                                                                                  Unit: RMB



                                                      Am ounts for the               Am ounts for the
   Item                                                         period                   prior period
   I. Cash flows from operating activities:                                       
        Cash received from sales of goods                                         
          and rendering of services                   3,861,397,415.68               3,310,628,133.75
        Tax rebates received                              1,678,391.44                   4,189,498.43
        Cash received relating to other                                           
          operating activities                           247,252,260.95                 254,802,658.53
   Subtotal of cash inflows from operating                                        
     activities                                       4,110,328,068.07               3,569,620,290.71
        Cash paid for goods and services              2,329,851,383.64               2,566,090,649.82
        Cash paid to and for employees                  255,883,771.79                 220,025,493.54
        Payments of taxes and surcharges                259,042,511.99                 234,920,671.82
        Cash paid relating to other operating                                     
          activities                                  5,202,441,298.94               1,098,477,220.87
   Subtotal of cash outflows from operating                                       
     activities                                       8,047,218,966.36               4,119,514,036.05
   Net cash flows from operating activities          -3,936,890,898.29                -549,893,745.34
   II. Cash flows from investment                                                 
        activities:
        Cash received from investment                                             
          income                                           22,750,000.00                  25,000,000.00
                                                                                  
        Net cash received from disposal of
                                                  
          fixed assets, intangible assets and     
          other long-term assets                                123,100.00
        Cash received relating to other                                           
          investment activities                          104,056,200.00                   26,736,688.00
   Subtotal of cash inflows from investment                                       
     activities                                          126,929,300.00                   51,736,688.00
                                                                                  
        Cash paid for purchase of fixed
                                                                                  
          assets, intangible assets and other                                     
          long-term assets                               574,396,852.31                 862,714,983.42
        Cash paid on investments                                                         36,000,000.00
   Subtotal of cash outflows from                                                 
     investment activities                              574,396,852.31                  898,714,983.42
   Net cash flows from investment activities           -447,467,552.31                 -846,978,295.42




                                          — 21 —
                                     Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 






                                                       Am ounts for the              Am ounts for the
   Item                                                          period                  prior period
   III. Cash flows from financing activities:                                     
        Cash received from borrowings                 11,127,284,771.56 10,500,861,896.01
        Cash received relating to other                                           
          financing activities                         5,937,250,000.00
   Subtotal of cash inflows from financing                                        
     activities                                       17,064,534,771.56 10,500,861,896.01
        Cash repayments on borrowing                   8,407,337,300.81 8,230,839,228.84
        Cash paid for dividend and profit                                         
          distribution or interest payment               403,109,470.56                  303,634,305.57
        Cash paid relating to other financing                                     
          activities                                   3,939,020,012.67                  536,288,837.13
   Subtotal of cash outflows from financing                                       
     activities                                       12,749,466,784.04               9,070,762,371.54
   Net cash flows from financing activities            4,315,067,987.52               1,430,099,524.47
                                                                                  
   IV. Effect of foreign exchange rate
                                                                                  
        changes on cash and cash                                                  
        equivalents                                       -13,417,584.13                   -2,520,750.56
   V. Net increase in cash and cash                                               
        equivalents                                       -82,708,047.21                  30,706,733.15
                                                                                  
        Plus: Balance of cash and cash
                                                                                  
          equivalents as at the beginning of                                      
          the period                                   1,888,107,493.76                  976,096,861.30
   VI. Balance of cash and cash equivalents                                       
        as at the end of the period                    1,805,399,446.55               1,006,803,594.45




                                          — 22 —
                                     Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 




   6.   Cash flow statement of the Company


                                                                                                  Unit: RMB



                                                      Am ounts for the               Am ounts for the
   Item                                                         period                   prior period
   I. Cash flows from operating activities:                                       
        Cash received from sales of goods                                         
          and rendering of services                   1,481,863,637.30                1,335,298,909.11
        Cash received relating to other                                           
          operating activities                             34,061,752.46                  67,639,715.08
   Subtotal of cash inflows from operating                                        
     activities                                       1,515,925,389.76               1,402,938,624.19
        Cash paid for goods and services              1,360,752,845.89               1,093,277,248.24
        Cash paid to and for employees                  105,169,505.84                  93,268,283.43
        Payments of taxes and surcharges                 47,215,367.24                  43,101,335.55
        Cash paid relating to other operating                                     
          activities                                  2,288,082,633.71                  108,754,202.09
   Subtotal of cash outflows from operating                                       
     activities                                       3,801,220,352.68               1,338,401,069.31
   Net cash flows from operating activities          -2,285,294,962.92                  64,537,554.88
   II. Cash flows from investment                                                 
        activities:
        Cash received from investments                                                  200,000,000.00
        Cash received from investment                                             
          income                                           22,750,000.00                  25,903,625.62
                                                  
        Net cash received from disposal of                                        
                                                  
          fixed assets, intangible assets and     
          other long-term assets                                   3,100.00
   Subtotal of cash inflows from investment                                       
     activities                                            22,753,100.00                225,903,625.62
                                                                                  
        Cash paid for purchase of fixed           
                                                                                  
          assets, intangible assets and other                                     
          long-term assets                                                               67,855,336.46
        Cash paid on investments                                                        100,000,000.00
   Subtotal of cash outflows from                                                 
     investment activities                                                              167,855,336.46
   Net cash flows from investment activities               22,753,100.00                 58,048,289.16
   III. Cash flows from financing activities:                                     
        Cash received from borrowings                 3,992,000,000.00               4,074,882,356.80
        Cash received relating to other                                           
          financing activities                        5,737,250,000.00                  113,585,517.09
   Subtotal of cash inflows from financing                                        
     activities                                       9,729,250,000.00               4,188,467,873.89


                                          — 23 —
                                     Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited 






                                                      Am ounts for the               Am ounts for the
   Item                                                         period                   prior period
        Cash repayments on borrowing                  3,364,731,090.73               3,386,031,450.00
        Cash paid for dividend and profit                                         
          distribution or interest payment                 83,696,736.94                  98,696,087.83
        Cash paid relating to other financing                                     
          activities                                  2,922,349,824.95
   Subtotal of cash outflows from financing                                       
     activities                                       6,370,777,652.62               3,484,727,537.83
   Net cash flows from financing activities           3,358,472,347.38                 703,740,336.06
                                                                                  
   IV. Effect of foreign exchange rate
                                                                                  
        changes on cash and cash                                                  
        equivalents                                       -11,576,258.45                   -4,425,333.85
   V. Net increase in cash and cash                                               
        equivalents                                   1,084,354,226.01                  821,900,846.25
                                                                                  
        Plus: Balance of cash and cash
                                                                                  
                equivalents as at the                                             
                beginning of the period                    49,438,736.95                  40,590,357.33
   VI. Balance of cash and cash equivalents                                       
        as at the end of the period                   1,133,792,962.96                  862,491,203.58


   II. Auditors’ Report

       Has the first quarterly report already been audited yet?

       □ Yes              √ No

       The first quarterly report of the Company is unaudited.





                           SHANDONG CHENMING PAPER HOLDINGS LIMITED

                                                                                               27 April 2016
                                                           




                                          — 24 —