山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Shandong Zhonglu Oceanic Fisheries Co., Ltd. SEMI-ANNUAL REPORT 2015 August 2015 1 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Section I. Important Notice, Contents and Paraphrase Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shandong Zhonglu Oceanic Fisheries Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors are attended the Board Meeting for report deliberation. The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either. Li Wenyi, principal of the Company, Zhang Weiping, person in charger of accounting works and Lei Lixin, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of Semi-Annual Report 2015 is authentic, accurate and complete. 2 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Content Semi-Annual Report 2015 ................................................................................................................. 1 Section I Important Notice, Contents and Paraphrase .................................................................. 2 Section II Company Profile ............................................................................................................... 5 Section III Accounting data and summary of finnaical indexes .................................................... 7 Section IV Report of the Board of Directors ................................................................................... 9 Section V Important Events ............................................................................................................ 17 Section VI Changes in shares and particular about shareholders............................................... 22 Section VII Preferred Stock……………………………………………………………………….27 Section VIII Directors, Supervisors and Senior Executives ....................................................... 28 Section IX Financial Report ............................................................................................................ 29 Section X Documents Available for Reference ........................................................................... 119 3 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Paraphrase Items Refers to Definition “The Company” or “Company” Refers to Shandong Zhonglu Oceanic Fisheries Company Limited " Shandong State-owned Assets Investment " Refers to Shandong State-owned Assets Investment Holding Company Limited “Luxin Group” Refers to Luxin Investment Holding Company Limited State-owned Assets Supervision and Administration Commission of “SASAP” Refers to Shandong Provincial Government “CSRC” Refers to China Securities Regulatory Commission “Shandong SRB” Refers to CSRC, Shandong Securities Regulatory Bureau “The report” Refers to Semi-Annual Report for 2015 compiled by the Company 4 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Section II Company profile I. Company Profile Short form for share Zhonglu B Code for share 200992 Listing stock exchange Shenzhen Stock Exchange Chinese name of the Company 山东省中鲁远洋渔业股份有限公司 Abbr. of Chinese name of the 中鲁远洋 Company(if applicable) English name of the Shandong Zhonglu Oceanic Fisheries Company Limited Company(if applicable) Abbr. of English name of the zlyy Company(if applicable) Legal Representative Li Wenyi II. Contact person and ways Secretary of the Board Rep. of securities affairs Name Li Ming Li Ying No.43 Heping Rd, Jinan City, Shangdong No.43 Heping Rd, Jinan City, Shangdong Contact adds. Province Province Tel. 0531-86553278 0531-86553276 Fax. 0531-86982906 0531-86982906 E-mail zlzqb@163.com zlzqb@163.com III. Others 1. Way of contact Whether registrations address, offices address and codes as well as website and email of the Company changed in reporting period or not □ Applicable √ Not applicable Registrations address, offices address and codes as well as website and email of the Company has no change in reporting period, found more details in Annual Report 2014. 2. Information disclosure and preparation place Whether information disclosure and preparation place changed in reporting period or not □ Applicable √ Not applicable 5 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 The newspaper appointed for information disclosure, website for semi-annual report publish appointed by CSRC and preparation place for semi-annual report have no change in reporting period, found more details in Annual Report 2014. 3. Registration changes of the Company Whether registration has changed in reporting period or not □ Applicable √ Not applicable Date/place for registration of the Company, registration number for enterprise legal license, number of taxation registration and organization code have no change in reporting period, found more details in Annual Report 2014. 6 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Section III. Accounting data and summary of financial indexes I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Increase/decrease in this Current period Same period of last year report y-o-y Operating revenue (RMB) 354,687,719.14 260,016,584.61 36.41% Net profit attributable to shareholders of -10,923,907.99 1,306,809.14 -935.92% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting -9,454,892.95 1,127,784.64 -938.36% non-recurring gains and losses(RMB) Net cash flow arising from operating 3,256,740.30 1,721,929.37 89.13% activities(RMB) Basic earnings per share (RMB/Share) -0.04 0.005 -900.00% Diluted earnings per share (RMB/Share) -0.04 0.005 -900.00% Weighted average ROE -1.99% 0.24% -2.23% Increase/decrease in this End of current period End of last period report-end over that of last period-end Total assets (RMB) 852,804,975.75 797,490,171.48 6.94% Net assets attributable to shareholder of 545,229,571.35 554,900,782.17 -1.74% listed company(RMB) II. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable √ Not applicable 7 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 The Company has no difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) in reporting period 2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable √ Not applicable The Company has no difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) in reporting period II. Items and amounts of extraordinary profit (gains)/loss √Applicable □Not applicable In RMB Item Amount Note Gains/losses from the disposal of non-current asset (including the -1,745,126.82 write-off that accrued for impairment of assets) Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to 439,542.74 national standards, which are closely relevant to enterprise’s business) Other non-operating income and expenditure except for the 96,010.67 aforementioned items Less: impact on income tax 259,441.63 Total -1,469,015.04 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss 8 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Section IV. Report of the Board of Directors I. Introduction By adherence to the core task of healthy production and operation, the Company managed to complete various budget indexes and ensured sustainable development with open mind. However, as affected by both domestic and international economic situation, price of tuna caught from oceanic fishing project dropped dramatically, and production capacity also felled down, leading to a loss of the Company. Other segments realized their indexes as expected. During the reporting period, the Company realized operating income of RMB354, 687,700, representing an increase of RMB94, 671,100 or 36.41%. The operating cost was RMB341, 893,500, representing an increase of RMB102, 767,500 or 42.98%. The Company realized net profit and equity attributable to parent company of RMB (10,923,900) and RMB545, 229,600 respectively, representing decrease of 935.92% as compared to that of last year and 1.74% as compared to that of year beginning respectively. Throughout the year, the Company caught a total of 5801.18 tons of fishes, representing a decrease of 1071.58 tons or 15.59% as compared to that of last year II. Main business analysis Y-o-y changes of main financial data In RMB Current period Same period of last year Y-o-y increase/decrease Reasons for changes Increase of the fish processing and trade Operation revenue 354,687,719.14 260,016,584.61 36.41% exporting, than the income increased Ditto, cost increased Operation cost 341,893,525.38 239,126,034.18 42.98% correspondingly Sales expenses 3,174,368.35 2,138,614.48 48.43% Port freight increased Administrative expenses 16,889,614.73 16,577,378.13 1.88% Loans from subsidiaries Financial cost 1,964,841.39 1,091,710.54 79.98% Zhonglu Food Company increased Profit from subsidiaries Zhonglu Food Company Income tax expense 259,441.63 144,258.54 79.84% higher than same period of last year Operating income has Net cash flow arising 3,256,740.30 1,721,929.37 89.13% dramatically growth over from operation activities same period of last year 9 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Net cash flow arising Investment in the Period from investment -9,430,776.54 -11,624,249.91 18.87% decreased over that of activities last year Funds raising in the Net cash flow arising 3,067,952.77 -1,873,220.21 263.78% Period increased over from financing activities that of last year Net increase of cash and -2,974,673.29 -11,601,442.24 74.36% cash equivalent Major changes on profit composition or profit resources in reporting period □ Applicable √ Not applicable No major changes on profit composition or profit resources occurred in reporting period The future development and planning extended to reporting period that published in disclosure documents as prospectus, private placing memorandum and recapitalize statement □ Applicable √ Not applicable No future development and planning extended to reporting period that published in disclosure documents as prospectus, private placing memorandum and recapitalize statement Review on the previous business plan and its progress during reporting period During the reporting period, challenged by depressed macro economy and tuna price, the Company worked hard to basically maintain stable production and operation by adherence to its target “optimization, adjustment and maintenance of healthy development”. For the first half year, the Company realized operating income of RMB354, 687,700, representing an increase of RMB94, 671,100 or 36.41%. The operating cost was RMB364, 326,600, representing an increase of RMB105, 000,800 or 40.49%. The Company realized net profit attributable to parent company of RMB (10,923,900), representing decrease of 935.92% as compared to that of last year. III. Constitution of main business In RMB Increase or Increase or Increase or decrease of decrease of decrease of gross Operating Operating cost Gross profit ratio operating revenue operating cost profit ratio over revenue over same period over same period same period of of last year of last year last year According to industries Seine tuna fishing 16,544,848.95 40,865,192.99 -147.00% -48.50% 35.80% -153.32% Longlines tuna 45,935,526.50 41,410,511.17 9.85% -45.38% -54.31% 17.63% fishing Boat rental 47,080,135.99 34,820,146.42 26.04% 19.82% 17.28% 1.60% Other deep-sea 7,018,984.35 6,718,236.83 4.28% 4.79% 2.41% 2.22% fishing Aquatic product 228,554,486.36 213,860,972.21 6.43% 149.05% 168.95% -6.92% processing Refrigerator 2,808,855.58 2,477,916.02 11.78% 193.29% 114.27% 32.53% 10 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 OEM 1,251,858.36 895,329.03 28.48% 107.58% 60.51% 20.97% Total 349,194,696.09 341,048,304.67 2.33% 4.87% 6.92% -1.95% According to products Seine tuna fishing 16,544,848.95 40,865,192.99 -147.00% -48.50% 35.80% -153.32% Longlines tuna 45,935,526.50 41,410,511.17 9.85% -45.38% -54.31% 17.63% fishing Boat rental 47,080,135.99 34,820,146.42 26.04% 19.82% 17.28% 1.60% Other deep-sea 7,018,984.35 6,718,236.83 4.28% 4.79% 2.41% 2.22% fishing Aquatic product 228,554,486.36 213,860,972.21 6.43% 149.05% 168.95% -6.92% processing Refrigerator 2,808,855.58 2,477,916.02 11.78% 193.29% 114.27% 32.53% OEM 1,251,858.36 895,329.03 28.48% 107.58% 60.51% 20.97% Total 349,194,696.09 341,048,304.67 2.33% 4.87% 6.92% -1.95% According to region Taiwan 75,315,305.07 82,542,811.01 -9.60% 17.78% 55.97% -26.84% China 70,336,182.77 61,715,421.42 12.26% -45.86% -1.96% 14.21% Garner 7,018,984.35 6,718,236.83 4.28% 4.79% 2.06% 2.22% Japan 129,742,034.80 124,960,605.24 3.69% 77.56% 5.29% -1.60% Singapore 9,600,543.83 9,378,120.90 2.32% -35.33% 5.29% -2.97% Korea 26,982,316.31 26,009,868.96 3.60% -13.86% 5.29% -1.69% Other 30,199,328.96 29,723,240.31 1.58% 102.73% 5.29% -3.71% Total 349,194,696.09 341,048,304.67 2.33% 4.87% 6.92% -1.95% IV. Core competitive-ness analysis As a comprehensive fishery enterprise, core competitive-ness of the Company mainly shows in follow aspects: firstly, ocean-going fishing, refrigeration transport, aquatic products frozen processing and trading combined into the enterprise, main business involved in vary main link of the industry chain, business between vary business entities are highly associated, owns overall synergy conditions that supply guarantees of operation mode innovation and for the strategy of reinforce and extend industry chain; Secondly, as one of the first enterprises engaged in pelagic fishing business, business of the Company begins quite early with high starting point, and talents and assets quality quite well. After professional operation for over decades, the Company absorb many specialized talents with vary field of deep-sea fishery involved. No matter in aspect of ships numbers, gross tonnage or profitability, current refrigerated transport fleet always leading the way in the country. The Company owns the biggest ultra-low temperature cold storage and raw food processing factory in China. The tuna trading center in China and new-established tuna electronic trading platform system strengthen the advantages of fresh tuna processing and trading ability of the Company. The 1st phase construction of tide refrigerated logistic center, 30,000 tons ultra-low temperature and variable temperature cold storage as well as the supporting facility have 11 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 completed and bring into production. And now the operation is normal; thirdly, the oceanic fishery industry of the Company, is one of the components of country’s maritime strategy and Shandong Blue Economic Zone Planning, policy advantage is the material strategy resources for an enterpise to develop and growth, many oceanic development preferential policy will carry out by the Company in a long time. V. Investment analysis 1. Equity investment outside (1) Investment outside □ Applicable √ Not applicable The Company has no investment outside in the Period (2) Holding equity of financial enterprise □ Applicable √ Not applicable The Company has no equity of financial enterprise held in the Period (3) Securities investment □ Applicable √ Not applicable The Company has no securities investment in the Period (4)Explanation on equity of other listed company held □ Applicable √ Not applicable The Company had no equity of other listed company held in Period. 2. Trust financing, investment of derivatives and entrustment loan (1) Trust financing √ Applicable □ Not applicable In ten thousand Yuan Impairme Connecte Is a Determin Principal nt Actual Amount provision Anticipat gains/loss d related e way for actually Trustee Kinds for trust Start Date Expiry (if ed relationsh transactio remunerat recover in es in financing applicable income ip n or not ion the period Period ) CMB N/A No Preservati 200 2015-01- 2015-03- 200 1.24 1.24 12 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 on 20 18 financial products Preservati on 2015-01- 2015-03- CMB N/A No 200 200 1.42 1.42 financial 20 27 products Preservati on 2015-01- 2015-03- CMB N/A No 200 200 1.42 1.42 financial 20 27 products Preservati on 2015-01- 2015-05- CMB N/A No 200 200 2.67 2.67 financial 20 25 products Preservati on 2015-01- 2015-05- CMB N/A No 200 200 2.67 2.67 financial 20 25 products Total 1,000 -- -- -- 1,000 9.42 9.42 Capital resources Owned fund of the Company Accumulated overdue uncollected 0 principal and interest Disclosure date for the notice of approval by the Board (if applicable) Disclosure date for the notice of approval by Shareholders’ General Meeting (if applicable) (2) Investment of derivatives □ Applicable √ Not applicable The Company has no derivatives investment in the Period (3) Entrustment loan □ Applicable √ Not applicable The Company has no entrustment loan in the Period 3. Application of raised proceeds □ Applicable √ Not applicable The company had no application of raised proceeds in the reporting period. 13 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 4. Main subsidiaries and joint-stock companies analysis √ Applicable □ Not applicable Main subsidiaries and joint-stock companies In RMB Main Industry Registered Operation Operation Name Type products or Total assets Net assets Net profit involved capital revenue profit service Internationa l ocean Shandong Cold shipping, Zhonglu storage, accept for 22,505,600. 35,191,302. 14,670,238. -714,716. Fishery Subsidiary 486,963.53 -714,716.86 transportati carriage of 00 03 93 86 Shipping on frozen Co., Ltd. aquatic products Self-suppor Habitat ting Internationa Refrigerate 12,476,146. 161,761,40 155,075,82 32,409,897. 9,101,301 Subsidiary business of 9,101,301.08 l d transport 00 5.07 3.34 06 .08 refrigerated Corporation transport Freeze, cold storage, process and Shandong sales of Zhonglu aquatic Oceanic Food products, 75,593,300. 314,672,93 131,697,34 276,560,27 7,669,469 Subsidiary 7,835,382.65 (Yantai) processing animal 00 1.31 6.94 6.13 .54 Foods Co., products Ltd. and fruits and vegetables etc. Shandong Offshore Zhonglu Ocean fishing, 138,731,90 147,540,83 137,845,08 2,337,427.0 -988,767. Haiyan Subsidiary -981,673.41 fishery ocean-goin 0.00 6.50 7.71 0 41 Oceanic g fishing Co., Ltd. 5. Major project invested by non-raised funds □ Applicable √ Not applicable The Company had no major project invested by non-raised funds in Period. 14 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 VI. Prediction of business performance from January – September 2015 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason □ Applicable √ Not applicable VII. Explanation from the Board and Supervisory Committee for “Qualified Opinion” from the CPA of this year’s □ Applicable √ Not applicable VIII. Explanation from the Board for “Qualified Opinion” of last year’s □ Applicable √ Not applicable IX. Implementation of profit distribution in reporting period Implementation or adjustment of profit distribution plan in reporting period, cash dividend plan and shares converted from capital reserve in particular □Applicable √Not applicable Previous year’s profit distribution plan was no profit distribution and shares converted from capital reserve either X. Profit distribution and capitalization of capital reserves in the Period □ Applicable √ Not applicable The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for the semi-annual year XI. In the report period, reception of research, communication and interview √ Applicable □ Not applicable Contents discussed and Time Place Way Type Reception material provided Operation status of the Telephone 2015-01-27 Jinan Individual Individual investor Company and with no communication materials provided Operation status of the Telephone 2015-04-20 Jinan Individual Individual investor Company and with no communication materials provided Operation status of the Telephone 2015-04-21 Jinan Individual Individual investor Company and with no communication materials provided 2015-04-27 Jinan Telephone Individual Individual investor Operation status of the 15 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 communication Company and with no materials provided Operation status of the Telephone 2015-04-28 Jinan Individual Individual investor Company and with no communication materials provided Operation status of the Telephone 2015-04-29 Jinan Individual Individual investor Company and with no communication materials provided Operation status of the Telephone 2015-05-04 Jinan Individual Individual investor Company and with no communication materials provided Operation status of the Telephone 2015-05-12 Jinan Individual Individual investor Company and with no communication materials provided Operation status of the Telephone 2015-05-13 Jinan Individual Individual investor Company and with no communication materials provided Operation status of the Telephone 2015-06-02 Jinan Individual Individual investor Company and with no communication materials provided Operation status of the Telephone 2015-06-05 Jinan Individual Individual investor Company and with no communication materials provided Operation status of the 2015-06-09 Jinan Field research Individual Individual investor Company and with no materials provided 16 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Section V. Iimportant Events I. Corporate governance During the reporting period, the Company continued to improve its legal person governance structure, further standardize its operation and raise its corporate governance level in strict compliance with the Company Law, Securities Law, Governance Rules of Listed Issuer, Guidelines on Standardized Operation of Companies Listed on the Main Board of Shenzhen Stock Exchange. The Company was able to convene general meeting, board meeting and supervisors meeting in strict accordance with relevant requirements, and the respective directors and supervisors can perform their obligations on an earnest basis. During the reporting period, the actual corporate governance of the Company had nothing different from the relevant requirements of the Company Law and the CSRC. II. Lawsuits Significant lawsuits and arbitrations □Applicable √Not applicable The Company has no significant lawsuits and arbitrations in reporting period Other lawsuits □Applicable √Not applicable III. Question from media □ Applicable √ Not applicable No universal questioned by media in reporting period IV. Bankruptcy reorganization □ Applicable √ Not applicable In reporting period, the Company has no bankruptcy reorganization occurred. V. Transaction in assets 1. Assets acquisition □ Applicable √ Not applicable The Company did not purchased assets in the Period 2. Sales of assets □ Applicable √ Not applicable The Company did not sell assets in the Period 17 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 3. Business combination □ Applicable √ Not applicable The Company has no business combined in the Period VI. Implementation of the company’s equity incentive and the effects □ Applicable √ Not applicable No equity incentive in reporting period VII. Significant related transaction 1. Related transaction routine operations concerned □ Applicable √ Not applicable The Company has no related transaction with routine operations concerned occurred in the Period 2. Related transaction incurred by purchase or sales of assets □ Applicable √ Not applicable No related transaction incurred by purchase or sales of assets in Period 3. Related transaction from jointly investment outside □ Applicable √ Not applicable No related transaction from jointly investment outside occurred in Period 4. Credits and liability of related party □ Applicable √ Not applicable The Company had no credits or liability of related party in Period. 5. Other related transactions √ Applicable □ Not applicable On 20 May 2015, the resolution relating to capital increase of Shandong Zhonglu Haiyan Oceanic Fisheries Co., Ltd. in specie was considered and approved at the 2014 annual general meeting of the Company. In order to make our subsidiary Shandong Zhonglu Haiyan Oceanic Fisheries Co., Ltd. (hereinafter referred to as Zhonglu Haiyan Company) meet relevant requirements by the ministry of agriculture in terms of number of working vessels and total tonnage, and to ensure the existing qualification as oceanic fisheries company so as to fully take advantages of the various beneficial policies issued by the national and local governments regarding to developing oceanic fisheries, the Company plans to increase investment in Zhonglu Haiyan Company in specie (namely to contribute eight tuna vessels into Zhonglu Haiyan Company) for its better development. Another shareholder of Zhonglu Haiyan Company – Shandong Guotou gave up capital increase to the company. Upon this capital increase, Zhonglu Company increased shareholding in Zhonglu Haiyan Company by 29.41%, further increasing the rights and liabilities as the largest shareholder. Website for temporary disclosure of the connected transaction 18 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Announcement Date of disclosure Website for disclosure Capital increase and Related Transactions 2015-04-29 http//www.cninfo.com.cn Supplemental Announcement of Related 2015-05-04 http//www.cninfo.com.cn Transactions Resolution of the AGM of 2014 2015-05-21 http//www.cninfo.com.cn Capital increase for subsidiary 2015-06-02 http//www.cninfo.com.cn VIII. Non-business capital occupying by controlling shareholders and its related parties □ Applicable √ Not applicable No non-business capital occupied by controlling shareholders and its related parties in Period IX. Major contract and implantation 1. Trusteeship, contract and leasing (1) Trusteeship □ Applicable √ Not applicable The Company had no trusteeship in the reporting period. (2) Contract □ Applicable √ Not applicable The Company had no contract in the reporting period. (3) Leasing □ Applicable √ Not applicable The Company had no leasing in the reporting period. 2. Guarantee □ Applicable √ Not applicable The Company had no guarantee in the reporting period. 3. Other material contracts □ Applicable √ Not applicable The Company had no other material contracts in the reporting period. 19 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 4. Other material transactions □ Applicable √ Not applicable The Company had no other material transactions in the reporting period. X. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or occurred in the previous reporting period but continued to reporting period □ Applicable √ Not applicable The Company had no commitment made by the Company or shareholders holding above 5% shares of the Company in reporting period or occurred in the previous reporting period but continued to reporting period in Period. XI. Engagement and non-reappointment of CPA Whether the semi-annual report was audited or not □ Yes √ No The semi-annual report had not been audited. XII. Penalty and rectification □ Applicable √ Not applicable The Company had no penalty or rectification in the reporting period. XIII. Risk disclosure of delisting with laws and rules violated □ Applicable √ Not applicable The Company has no delisting risks with laws and rules violated in Period XIV. Explanation on other significant events √ Applicable □ Not applicable Name The Press for disclosure Date of disclosed Internet website and retrieval path for disclosed information Performance pre-notice of 2014 Hong Kong Commercial Daily 2015-1-30 http//www.cninfo.com.cn China Securities Journal Resolution Notice of 10th Meeting of Hong Kong Commercial Daily 2015-3-6 http//www.cninfo.com.cn 5th Session of the Board China Securities Journal Resolution Notice of 8th Meeting of 5th Hong Kong Commercial Daily 2015-3-6 http//www.cninfo.com.cn Session of Supervisory Committee China Securities Journal Summary of Annual Report for year of Hong Kong Commercial Daily 2015-3-6 http//www.cninfo.com.cn 2014 China Securities Journal Resignation of the Secretary of the Hong Kong Commercial Daily 2015-3-17 http//www.cninfo.com.cn Board China Securities Journal 20 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Performance pre-notice of First Hong Kong Commercial Daily 2015-4-14 http//www.cninfo.com.cn Quarterly for year of 2015 China Securities Journal Resolution Notice of 11th Meeting of Hong Kong Commercial Daily 2015-4-29 http//www.cninfo.com.cn 5th Session of the Board China Securities Journal Notice of Related Transaction Hong Kong Commercial Daily 2015-4-29 http//www.cninfo.com.cn China Securities Journal Summary of First Quarterly Report for Hong Kong Commercial Daily 2015-4-29 http//www.cninfo.com.cn year of 2015 China Securities Journal Declaration of the Independent Director Hong Kong Commercial Daily 2015-4-29 http//www.cninfo.com.cn Nominator China Securities Journal Declaration of the Independent Director Hong Kong Commercial Daily 2015-4-29 http//www.cninfo.com.cn Candidate China Securities Journal Annoucement of Helding the AGM of Hong Kong Commercial Daily 2015-4-29 http//www.cninfo.com.cn 2014 China Securities Journal Supplement Annoucement of Related Hong Kong Commercial Daily 2015-5-4 http//www.cninfo.com.cn Transactions China Securities Journal Prompted Notice of AGM Hong Kong Commercial Daily 2015-5-16 http//www.cninfo.com.cn China Securities Journal Annoucement of Abnormal Price Hong Kong Commercial Daily 2015-5-19 http//www.cninfo.com.cn Movement China Securities Journal Resolution of the AGM of 2014 Hong Kong Commercial Daily 2015-5-21 http//www.cninfo.com.cn China Securities Journal Capital Increased Completion for Hong Kong Commercial Daily 2015-6-2 http//www.cninfo.com.cn Subsidairy China Securities Journal Annoucement of Abnormal Price Hong Kong Commercial Daily 2015-6-3 http//www.cninfo.com.cn Movement China Securities Journal 21 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Section VI. Changes in Shares and Particulars about Shareholders I. Number of shares and shares held In Share Before change Increase/decrease in this time (+ , - ) After change Capitalizat Bonus ion of Amount Ratio New issue Other Subtotal Amount Ratio share public reserve 128,071,3 128,071,3 I. Unlisted shares 48.13% 48.13% 20 20 128,071,3 128,071,3 1. Sponsor shares 48.13% 48.13% 20 20 Including: State-owned 127,811,3 127,811,3 48.04% 48.04% shares 20 20 Domestic corporate 260,000 0.10% 260,000 0.10% shares 138,000,0 138,000,0 II. Listed shares 51.87% 51.87% 00 00 2. Domestically listed 138,000,0 138,000,0 51.87% 51.87% foreign shares 00 00 266,071,3 266,071,3 III. Total shares 100.00% 100.00% 20 20 Reasons for share changed □ Applicable √ Not applicable Approval of share changed □ Applicable √ Not applicable Ownership transfer of share changes □ Applicable √ Not applicable Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common shareholders of Company in latest year and period □ Applicable √ Not applicable Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators □ Applicable √ Not applicable Explanation on changes in aspect of total shares, shareholders structures as well as structure of assets and liability of the Company □ Applicable √ Not applicable 22 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 II. Number of shares and shares held In Share Total preference shareholders Total common shareholders at with voting rights recovered at 10,892 0 period-end end of reporting period (if applicable) (see Note 8) Particulars about shares held above 5% by common shareholders or top ten common shareholders Amount Amount Number of share pledged/frozen Number of of of Changes holding holding common Nature of Proportion of in unlisted listed Shareholders shares shareholder shares held reportin common common State of share Amount held at g period circulati circulati period-e on on nd shares shares Shandong State-owned Assets State-owned 88,000,0 88,000,0 33.07% Investment corporate 00 00 Holding Co., Ltd Shandong Luxin State-owned 37,731,3 37,731,3 Investment 14.18% corporate 20 20 Holding Group Co., Ltd GUOTAI JUNAN 17,828,5 17,828,5 SECURITIES( Overseas corporate 6.70% 11 11 HONGKONG) LIMITED Shanghai HK 7,878,87 7,878,87 Wanguo Overseas corporate 2.96% 4 4 securities CHINA INT'L CAPITAL CORP HONG 6,378,78 6,378,78 Overseas corporate 2.40% KONG 2 2 SECURITIES LTD Chen Tianming Overseas natural 2.16% 5,760,42 5,760,42 23 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 person 7 7 China Everbright 2,865,60 2,865,60 Overseas corporate 1.08% Securities 0 0 (H.K.) Co., Ltd. Taifook Securities 2,088,10 2,088,10 Company Overseas corporate 0.78% 0 0 Limited-Accou nt Client China National Heavy Duty State-owned 1,950,00 1,950,00 Truck Group 0.73% corporate 0 0 Jinan Truck LLC. Wang Overseas natural 1,180,20 1,180,20 0.44% Dongsheng person 0 0 Strategy investors or general corporate becomes top 10 common Not applicable shareholders due to rights issued (if applicable)(Note 3) Shandong State-owned Assets Investment Holding Co., Ltd and Shandong Luxin Investment Holding Group Co., Ltd are provincial state-owned enterprises under the same stock controlling of Shandong Provincial Commission; China National Heavy Duty Truck Group Jinan Truck LLC is the sponsor shareholder of the Company and the above mentioned shareholders have no Explanation on associated associated relationships or not belong to consistent actors regulated by Management relationship among the aforesaid Regulation of Information Disclosure on Change of Shareholding for Listed Companies. Rests shareholders of the shareholders are the domestically listed foreign shareholders, and t he Company is unknown whether there exists associated relationship or belongs to consistent actor regulated by “management method for acquisition of listed company” among the above said shareholders. Particulars about the shares held by the top ten unrestricted common shareholders Amount of circulated common shares held at Type of shares Shareholders period-end Type Amount GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 17,828,511 listed foreign 17,828,511 LIMITED shares Domestically Shanghai HK Wanguo securities 7,878,874 listed foreign 7,878,874 shares CHINA INT'L CAPITAL CORP 6,378,782 Domestically 6,378,782 24 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 HONG KONG SECURITIES LTD listed foreign shares Domestically Chen Tianming 5,760,427 listed foreign 5,760,427 shares Domestically China Everbright Securities (H.K.) 2,865,600 listed foreign 2,865,600 Co., Ltd. shares Domestically Taifook Securities Company 2,088,100 listed foreign 2,088,100 Limited-Account Client shares Domestically Wang Dongsheng 1,180,200 listed foreign 1,180,200 shares Domestically Zhang Xiufang 1,108,554 listed foreign 1,108,554 shares Domestically Yi Ying 1,078,200 listed foreign 1,078,200 shares Domestically Huang Jiayi 1,048,687 listed foreign 1,048,687 shares Expiation on associated relationship or consistent actors within the top It is unknown whether the shareholders just mentioned belong to consistent actors or have 10 un-restrict common shareholders associated relationship or regulated by the Management Regulation of Information Disclosure and between top 10 un-restrict on Change of Shareholding for Listed Companies. common shareholders and top 10 common shareholders Explanation on top 10 common shareholders involving margin Not applicable business (if applicable)(see note4) Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. III. Changes of controlling shareholders or actual controller Changes of controlling shareholders in reporting period 25 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 □ Applicable √ Not applicable Changes of controlling shareholders had no change in reporting period. Changes of actual controller in reporting period □ Applicable √ Not applicable Changes of actual controller in reporting period had no change in reporting period. IV. Share holding increasing plan proposed or implemented in reporting period from shareholder of the Company and its concerted action person □ Applicable √Not applicable As far as the Company know, there are no share holding increasing plan proposed or implemented in Period from shareholder of the Company and its concerted action person. 26 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Section VII. Preferred Stock □ Applicable √ Not applicable The Company had no preferred stock in the reporting. 27 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Section VIII. Directors, Supervisors and Senior Executives I. Changes of shares held by directors, supervisors and senior executives □ Applicable √ Not applicable Shares held by directors, supervisors and senior executives have no changes in reporting period, found more details in Annual Report 2014. II. Resignation and dismissal of directors, supervisors and senior executives √ Applicable □ Not applicable Name Title Type Date Reasons Independent Wang Hanmin Elected 2015-05-20 Elected director Secretary of the Li Ming Appointment 2015-04-28 Appointment board Leave the post Independent H u Yuanmu while office 2015-05-20 Leave the post while office terms expired director terms expired Secretary of the Zhou Feng Dismissal 2015-03-16 Quit (retired) board 28 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Section IX. Financial Report I. Audit reports Whether the semi-annual report was audited or not □ Yes √ No The financial report of this semi-annual report was unaudited II. Financial statements Units in Notes of Financial Statements is RMB 1. Consolidated balance sheet Prepared by: Shandong Zhonglu Oceanic Fisheries Co., Ltd 2015-06-30 In RMB Item Closing balance Opening balance Current assets: Monetary funds 42,005,537.75 44,980,211.04 Settlement provisions Capital lent Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable Accounts receivable 39,499,929.78 25,395,972.27 Accounts paid in advance 41,468,269.34 29,278,905.45 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 8,261,901.89 7,613,670.62 Purchase restituted finance asset 29 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Inventories 230,412,082.47 189,737,455.53 Divided into assets held for sale Non-current asset due within one year Other current assets 10,357,445.59 8,588,771.55 Total current assets 372,005,166.82 305,594,986.46 Non-current assets: Loans and payments on behalf Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment Investment property 34,166,390.46 34,775,723.22 Fixed assets 399,387,405.49 411,596,231.93 Construction in progress 24,254,326.57 22,485,504.14 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 13,696,842.01 13,862,710.39 Expense on Research and Development Goodwill Long-term expenses to be 119,829.06 apportioned Deferred income tax asset 306,828.34 306,828.34 Other non-current asset 8,868,187.00 8,868,187.00 Total non-current asset 480,799,808.93 491,895,185.02 Total assets 852,804,975.75 797,490,171.48 Current liabilities: Short-term loans 57,472,132.69 42,316,324.69 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Financial liability measured by fair value and with variation reckoned into current gains/losses 30 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Derivative financial liability Notes payable Accounts payable 149,203,311.67 81,409,933.67 Accounts received in advance 14,518,919.74 21,249,662.15 Selling financial asset of repurchase Commission charge and commission payable Wage payable 15,603,410.41 16,946,769.05 Taxes payable 1,215,819.57 1,415,685.45 Interest payable 741,295.43 Dividend payable Other accounts payable 11,897,719.30 7,124,660.88 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held for sale Non-current liabilities due within 1 2,333,292.74 16,213,252.14 year Other current liabilities Total current liabilities 252,244,606.12 187,417,583.46 Non-current liabilities: Long-term loans 1,900,000.00 1,900,000.00 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable 14,630,000.00 14,630,000.00 Long-term wages payable 2,123,940.44 1,780,982.41 Special accounts payable Projected liabilities Deferred income 12,305,625.58 12,305,625.58 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 30,959,566.02 30,616,607.99 Total liabilities 283,204,172.14 218,034,191.45 31 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Owner’s equity: Share capital 266,071,320.00 266,071,320.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 282,494,952.60 281,245,215.96 Less: Inventory shares Other comprehensive income 55,841.72 52,881.19 Reasonable reserve Surplus public reserve 21,908,064.19 21,908,064.19 Provision of general risk Retained profit -25,300,607.16 -14,376,699.17 Total owner’s equity attributable to 545,229,571.35 554,900,782.17 parent company Minority interests 24,371,232.26 24,555,197.86 Total owner’s equity 569,600,803.61 579,455,980.03 Total liabilities and owner’s equity 852,804,975.75 797,490,171.48 Legal Representative: Li Wenyi Person in Charge of Accounting: Zhang Weiping Person in Charge of Accounting Department: Lei Lixin 2. Balance Sheet of Parent Company In RMB Item Closing balance Opening balance Current assets: Monetary funds 13,518,115.67 30,215,484.63 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable Accounts receivable 1,609,676.88 9,375,347.44 Account paid in advance 7,482,100.00 17,971,428.11 Interest receivable Dividends receivable 32 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Other receivables 38,585,640.27 34,069,621.90 Inventories 79,618,863.50 90,759,254.92 Divided into assets held for sale Non-current assets maturing within one year Other current assets 129,725.59 267,436.41 Total current assets 140,944,121.91 182,658,573.41 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term receivables 6,594,030.26 6,231,614.21 Long-term equity investments 204,189,455.23 118,779,655.23 Investment property 34,166,390.46 34,775,723.22 Fixed assets 90,733,308.96 187,370,467.76 Construction in progress 612,900.00 Project materials Disposal of fixed assets Productive biological assets Oil and natural gas assets Intangible assets 36,209.94 10,143.24 Research and development costs Goodwill Long-term deferred expenses Deferred income tax assets Other non-current assets Total non-current assets 336,332,294.85 347,167,603.66 Total assets 477,276,416.76 529,826,177.07 Current liabilities: Short-term borrowings 10,000,000.00 10,000,000.00 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable Accounts payable 35,416,556.46 35,571,681.51 33 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Accounts received in advance 13,792,354.21 2,579,030.39 Wage payable 5,786,728.98 8,509,363.43 Taxes payable 658,874.43 749,581.59 Interest payable 50,506.75 Dividend payable Other accounts payable 28,614,366.82 44,438,966.80 Divided into liability held for sale Non-current liabilities due within 1 1,900,000.00 15,375,042.66 year Other current liabilities Total current liabilities 96,168,880.90 117,274,173.13 Non-current liabilities: Long-term loans 1,900,000.00 1,900,000.00 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable 1,458,495.50 1,458,495.50 Special accounts payable Projected liabilities Deferred income 761,424.64 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 3,358,495.50 4,119,920.14 Total liabilities 99,527,376.40 121,394,093.27 Owners’ equity: Share capita 266,071,320.00 266,071,320.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 279,115,900.17 279,115,900.17 Less: Inventory shares Other comprehensive income 34 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Reasonable reserve Surplus reserve 19,184,672.34 19,184,672.34 Retained profit -186,622,852.15 -155,939,808.71 Total owner’s equity 377,749,040.36 408,432,083.80 Total liabilities and owner’s equity 477,276,416.76 529,826,177.07 3. Consolidated Profit Statement In RMB Item Current Period Last Period I. Total operating income 354,687,719.14 260,016,584.61 Including: Operating income 354,687,719.14 260,016,584.61 Interest income Insurance gained Commission charge and commission income II. Total operating cost 364,326,577.69 259,325,768.29 Including: Operating cost 341,893,525.38 239,126,034.18 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 404,227.84 392,030.96 Sales expenses 3,174,368.35 2,138,614.48 Administration expenses 16,889,614.73 16,577,378.13 Financial expenses 1,964,841.39 1,091,710.54 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed 35 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with -9,638,858.55 690,816.32 “-”) Add: Non-operating income 542,733.41 478,581.95 Including: Disposal gains of non-current asset Less: Non-operating expense 1,752,306.82 299,557.45 Including: Disposal loss of 1,745,126.82 291,933.45 non-current asset IV. Total Profit (Loss is listed with “-”) -10,848,431.96 869,840.82 Less: Income tax expense 259,441.63 144,258.54 V. Net profit (Net loss is listed with “-”) -11,107,873.59 725,582.28 Net profit attributable to owner’s of -10,923,907.99 1,306,809.14 parent company Minority shareholders’ gains and -183,965.60 -581,226.86 losses VI. Net after-tax of other comprehensive 2,960.53 -6,201.08 income Net after-tax of other comprehensive income attributable to owners of parent 2,960.53 -6,201.08 company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified 2,960.53 -6,201.08 subsequently to profit or loss 36 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency 2,960.53 -6,201.08 financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income -11,104,913.06 719,381.20 Total comprehensive income -10,920,947.46 1,300,608.06 attributable to owners of parent Company Total comprehensive income -183,965.60 -581,226.86 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share -0.04 0.005 (ii) Diluted earnings per share -0.04 0.005 Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, and realized 0 Yuan at last period for combined party Legal Representative: Li Wenyi Person in Charge of Accounting: Zhang Weiping Person in Charge of Accounting Department: Lei Lixin 4. Profit Statement of Parent Company In RMB Item Current Period Last Period I. Operating income 63,565,831.67 110,632,911.88 37 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Less: Operating cost 80,525,788.81 112,102,413.16 Operating tax and extras 344,641.80 240,453.35 Sales expenses 263,143.28 185,615.30 Administration expenses 8,923,445.69 10,384,249.02 Financial expenses 115,006.58 506,278.72 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: Investment income on affiliated company and joint venture II. Operating profit (Loss is listed -26,606,194.49 -12,786,097.67 with “-”) Add: Non-operating income 110,284.67 8,642.60 Including: Disposal gains of 1,548.60 non-current asset Less: Non-operating expense 4,187,133.62 1,000.00 Including: Disposal loss of 4,179,953.62 non-current asset III. Total Profit (Loss is listed with -30,683,043.44 -12,778,455.07 “-”) Less: Income tax expense IV. Net profit (Net loss is listed with -30,683,043.44 -12,778,455.07 “-”) V. Net after-tax of other comprehensive income (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss 38 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income -30,683,043.44 -12,778,455.07 VII. Earnings per share: (i) Basic earnings per share -0.115 -0.048 (ii) Diluted earnings per share -0.115 -0.048 5. Consolidated Cash Flow Statement In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 321,832,556.63 261,347,101.18 services Net increase of customer deposit and interbank deposit Net increase of loan from central bank 39 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of amount from disposal financial assets that measured by fair value and with variation reckoned into current gains/losses Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 24,785,214.51 23,929,792.87 Other cash received concerning 21,586,085.45 8,827,066.97 operating activities Subtotal of cash inflow arising from 368,203,856.59 294,103,961.02 operating activities Cash paid for purchasing commodities and receiving labor 284,284,559.67 229,949,930.76 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 50,560,586.51 39,653,914.45 Taxes paid 3,702,132.11 3,232,169.03 Other cash paid concerning 26,399,838.00 19,546,017.41 operating activities 40 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Subtotal of cash outflow arising from 364,947,116.29 292,382,031.65 operating activities Net cash flows arising from operating 3,256,740.30 1,721,929.37 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term 132,974.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 132,974.00 activities Cash paid for purchasing fixed, 9,430,776.54 11,757,223.91 intangible and other long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units obtained Other cash paid concerning investing activities Subtotal of cash outflow from investing 9,430,776.54 11,757,223.91 activities Net cash flows arising from investing -9,430,776.54 -11,624,249.91 activities III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries 41 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Cash received from loans 61,900,595.13 21,113,015.94 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 61,900,595.13 21,113,015.94 activities Cash paid for settling debts 57,137,375.73 21,400,448.16 Cash paid for dividend and profit 1,695,266.63 1,585,787.99 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing 58,832,642.36 22,986,236.15 activities Net cash flows arising from financing 3,067,952.77 -1,873,220.21 activities IV. Influence on cash and cash equivalents due to fluctuation in 131,410.18 174,098.51 exchange rate V. Net increase of cash and cash -2,974,673.29 -11,601,442.24 equivalents Add: Balance of cash and cash 44,980,211.04 53,935,725.66 equivalents at the period -begin VI. Balance of cash and cash 42,005,537.75 42,334,283.42 equivalents at the period -end 6. Cash Flow Statement of Parent Company In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 73,565,062.60 97,512,745.74 services Write-back of tax received 9,430.95 Other cash received concerning 16,899,788.26 4,364,018.87 42 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 operating activities Subtotal of cash inflow arising from 90,474,281.81 101,876,764.61 operating activities Cash paid for purchasing commodities and receiving labor 57,906,027.79 80,816,610.46 service Cash paid to/for staff and workers 20,311,694.29 15,170,672.53 Taxes paid 535,262.69 295,186.29 Other cash paid concerning 14,288,824.02 11,491,311.44 operating activities Subtotal of cash outflow arising from 93,041,808.79 107,773,780.72 operating activities Net cash flows arising from operating -2,567,526.98 -5,897,016.11 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities Cash paid for purchasing fixed, 37,183.00 15,960.00 intangible and other long-term assets Cash paid for investment Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing 37,183.00 15,960.00 activities 43 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Net cash flows arising from investing -37,183.00 -15,960.00 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 10,400,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 10,400,000.00 activities Cash paid for settling debts 13,446,666.66 7,697,777.78 Cash paid for dividend and profit 645,992.32 1,084,039.95 distributing or interest paying Other cash paid concerning financing activities Subtotal of cash outflow from financing 14,092,658.98 8,781,817.73 activities Net cash flows arising from financing -14,092,658.98 1,618,182.27 activities IV. Influence on cash and cash equivalents due to fluctuation in -25,385.02 exchange rate V. Net increase of cash and cash -16,697,368.96 -4,320,178.86 equivalents Add: Balance of cash and cash 30,215,484.63 13,401,133.74 equivalents at the period -begin VI. Balance of cash and cash 13,518,115.67 9,080,954.88 equivalents at the period -end 7. Statement of Changes in Owners’ Equity (Consolidated) This Period In RMB This Period Owners’ equity attributable to parent company Minorit Total Item Other Capital Less: Other Reason Surplus Provisio Retaine y owners’ Share interests equity equity instrument reserve Invento compre able reserve n of d profit 44 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 capital Perpet ry hensive reserve general ual shares income risk Prefer capita red Other l stock securi ties 266,07 I. Balance at the 281,245 52,881. 21,908, -14,376, 24,555, 579,455 1,320. end of the last year ,215.96 19 064.19 699.17 197.86 ,980.03 00 Add: Changes of accounting policy Error correction of the last period Enterprise combine under the same control Other II. Balance at the 266,07 281,245 52,881. 21,908, -14,376, 24,555, 579,455 beginning of this 1,320. ,215.96 19 064.19 699.17 197.86 ,980.03 year 00 III. Increase/ Decrease in this 1,249,7 2,960.5 -10,923, -183,96 -9,855,1 year (Decrease is 36.64 3 907.99 5.60 76.42 listed with “-”) (i) Total 2,960.5 -10,923, -183,96 -11,104, comprehensive 3 907.99 5.60 913.06 income (ii) Owners’ 1,249,7 1,249,7 devoted and 36.64 36.64 decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 1,249,7 1,249,7 4. Other 36.64 36.64 (III) Profit distribution 1. Withdrawal of surplus reserves 45 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 2. Withdrawal of general risk provisions 3. Distribution for owners (or shareholders) 4. Other (IV) Carrying forward internal owners’ equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Other (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VI)Others IV. Balance at the 266,07 282,494 55,841. 21,908, -25,300, 24,371, 569,600 end of the report 1,320. ,952.60 72 064.19 607.16 232.26 ,803.61 period 00 Last Period In RMB Last Period Owners’ equity attributable to the parent Company Other equity instrument Minorit Item Less: Other Provisio Total Perpet Reason y Share ual Capital Invento compre Surplus n of Retaine interest owners’ able equity capital Prefer capita reserve ry hensive reserve general d profit s red Other reserve l shares income risk stock securi ties I. Balance at the 266,07 281,245 58,213. 21,908, -29,744, 25,804, 565,343 end of the last year 1,320. 46 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 00 ,215.96 82 064.19 691.68 934.50 ,056.79 Add: Changes of accounting policy Error correction of the last period Enterprise combine under the same control Other II. Balance at the 266,07 281,245 58,213. 21,908, -29,744, 25,804, 565,343 beginning of this 1,320. ,215.96 82 064.19 691.68 934.50 ,056.79 year 00 III. Increase/ Decrease in this -5,332.6 15,367, -1,249, 14,112, year (Decrease is 3 992.51 736.64 923.24 listed with “-”) (i) Total -5,332.6 15,367, -1,249, 14,112, comprehensive 3 992.51 736.64 923.24 income (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4 Other (III) Profit distribution 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners (or shareholders) 4. Other (IV) Carrying forward internal 47 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 owners’ equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Other (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VI)Others IV. Balance at the 266,07 281,245 52,881. 21,908, -14,376, 24,555, 579,455 end of the report 1,320. ,215.96 19 064.19 699.17 197.86 ,980.03 period 00 8. Statement of Changes in Owners’ Equity (Parent Company) This Period In RMB This Period Other equity instrument Other Total Item Perpetu Less: Share Capital comprehe Reasonab Surplus Retaine Inventory owners’ capital Preferre al reserve nsive le reserve reserve d profit capital Other shares equity d stock income securiti es -155,93 I. Balance at the 266,071, 279,115,9 19,184,67 408,432,0 9,808.7 end of the last year 320.00 00.17 2.34 83.80 1 Add: Changes of accounting policy Error correction of the 48 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 last period Other II. Balance at the 266,071, -155,93 279,115,9 19,184,67 408,432,0 beginning of this 9,808.7 320.00 00.17 2.34 83.80 year 1 III. Increase/ Decrease in this -30,683, -30,683,0 year (Decrease is 043.44 43.44 listed with “-”) (i) Total -30,683, -30,683,0 comprehensive 043.44 43.44 income (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4. Other (III) Profit distribution 1. Withdrawal of surplus reserves 2. Distribution for owners (or shareholders) 3. Other (IV) Carrying forward internal owners’ equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 49 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 4. Other (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VI)Others IV. Balance at the 266,071, -186,62 279,115,9 19,184,67 377,749,0 end of the report 2,852.1 320.00 00.17 2.34 40.36 period 5 Last period In RMB Last period Other equity instrument Other Total Item Share Perpetu Less: Retaine Capital comprehe Reasonab Surplus Inventory owners’ capital Preferre al reserve nsive le reserve reserve d profit capital Other shares equity d stock income securiti es -147,26 I. Balance at the 266,071, 279,115,9 19,184,67 417,109,9 1,971.6 end of the last year 320.00 00.17 2.34 20.91 0 Add: Changes of accounting policy Error correction of the last period Other II. Balance at the 266,071, -147,26 279,115,9 19,184,67 417,109,9 beginning of this 1,971.6 320.00 00.17 2.34 20.91 year 0 III. Increase/ Decrease in this -8,677,8 -8,677,83 year (Decrease is 37.11 7.11 listed with “-”) (i) Total -8,677,8 -8,677,83 comprehensive 37.11 7.11 income (ii) Owners’ devoted and decreased capital 50 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4. Other (III) Profit distribution 1. Withdrawal of surplus reserves 2. Distribution for owners (or shareholders) 3. Other (IV) Carrying forward internal owners’ equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Other (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VI)Others IV. Balance at the 266,071, -155,93 279,115,9 19,184,67 408,432,0 end of the report 9,808.7 320.00 00.17 2.34 83.80 period 1 51 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 III. Company profile Shandong Zhonglu Oceanic Fisheries Co., Ltd. (the “Company”), registered at No.43, Heping Road, Jinan, Shandong Province, HQ located at No.43, Heping Road, Jinan, Shandong Province, was incorporated as a joint stock limited company in the People’s Republic of China on 30 July 1999 according to the documentation of Lu Ti Gai Zi [1999] No.85 issued by Shandong Development and Reform Commission, and the holding company of the Company is Shandong Fisheries Enterprise Group General Corporation, the main sponsor. On 26 June 2000, the Company issued 120 million domestic listed foreign shares (B shares) to foreign investors with face value of One Yuan per share according to the approval documentation of Zheng Jian Fa Xing Zi [2000] No.82 issued by the China Securities Regulatory Commission. The B shares listed on the Shenzhen Stock Exchange dated 24 July 2000. On 22 August 2000, by the Company’s authorization, lead underwriters fully exercised the 15% over-allotment option and issued 18 million B shares to foreign investors again with face value of 1 Yuan per share, and then the Company's total issued share capital is 266,071,320.00 Yuan. Since 2003, 125,731,320 state-owned legal person shares (representing 47.25% of the total share capital of the Company) held by Shandong Fisheries Enterprise Group General Corporation (“Fisheries Group”) have been frozen by the judiciary, including: A. Fisheries Group provided guarantee for the loan of 11,700,000 Yuan for a subordinate company, but the subordinate company failed to repay the loan on time, so Shandong Yantai Intermediate People's Court froze 8,000,000 shares (representing 3% of the total share capital). B. Fisheries Group borrowed 73,580,680 Yuan from the Agricultural Bank of China Jinan Lixia branch, and Jinan Lixia Court froze 80,000,000 shares (representing 30.07% of the total share capital). On 10 December 2006, shares of the Company 88,000,000 shares held by Fisheries Group were auctioned publicly. According to the auction transaction confirmation (Lu Yin Pai Cheng Zi [2006] No.96) of Shandong Silver Star Auction Ltd., Shandong State-owned Assets Investment Holdings Ltd. bought the shares at the price of 48,400,000 Yuan. Shandong State-owned Assets Investment Holdings Ltd. comes to the first majority shareholder of the Company with 33.07% equity of the Company held after auction. Relevant transfer procedures completed on 20 June 2007. Fisheries Group borrowed 73,344,932 Yuan from Bank of China Jinan branch (the creditor of the loan was changed to China Xinda Asset Management Corporation from Bank of China in 2004), and Shandong Higher People's Court froze 37,731,320 shares (representing 14.18% of the total share capital). On 7 June 2005, the above 37,731,320 shares were auctioned publicly, according to the auction transaction confirmation (Lu Rui Cheng Zi [2005] No.013) of Shandong Qilu Rui Feng Auction Ltd., Shandong Luxin Investment Holdings Ltd. bought the shares at the price of 8,760,000 Yuan. On 2 February 2007, relevant transfer procedures have been completed. Corporate industry: sea-going fisheries Corporate major products: tuna and its products Operating scope: general management projects: sales and processing of aquatic products; merchandise import and export business within approved scope; ice machine manufacture and sale; refrigeration equipment manufacturing, installation, maintenance; refrigeration; load and unload services; housing lease. 52 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Pre-licensing projects: offshore fishing and distant fishing. Basic organization structure of the Company: board of shareholders, board of directors, supervisory committee, office of the board, departments of human resources, financing plan department, corporate operation department, office of auditory supervision and general affairs department. The financial report has been approved for report by the Board dated 20 August 2015. Till end of 30 June 2015, consolidation socpe of the Company are as: four subsidairies, that is Shandong Zhonglu Fishery Shipping Co., Ltd., Shandong Zhonglu Oceanic (Yantai) Foods Co., Ltd., HABITAT INTERNATIONAL CORPORATION and Shandong Zhonglu Haiyan Deep-sea Fishery Co., Ltd; two sub-subsidiary: LAIFFISHERIES COMPANY LIMITED and Shandong Zhonglu Ocean Refrigerated Co., Ltd.; and one operation entity with conrolling rights obtained through operating lease: YAW ADDO FISHERIES COMPANY LIMITED. IV. Preparation basis of Financial Statements 1. Preparation basis Base on the running continuously and actual transactions and events, in line with the Accounting Standards for Business Enterprise – Basic Standards and specific principle of accounting standards issued by the Ministry of Finance, the Company prepared and formulate the financial statement lies on the followed important accounting policy and estimation. 2. Going concern The Company have the ability to continue as a going concern within 12 months at least since end of the reporting period, there are no major events that impact the ability to continue as a going concern V. Important accounting policy and estimation Notes on specific accounting policies and accounting estimation: The Company and subsidiaries determine specific accounting policies and accounting estimation based on their production and operation, which mainly differ in provision for bad debt reserve of trade receivables and amortization of intangible assets. 1. Declaration of obedience to Accounting Standards for Business Enterprise The Financial Statements of the Company are up to requirements of Accounting Standards for Business Enterprise and also a true and thorough reflection to the relevant information as the Company’s financial position dated 30th June 2015 and the operation results as well as cash flow in first half year of 2015. 53 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 2. Accounting period The Company’s accounting year is Gregorian calendar year, namely from 1st January to 31st December of every year. 3. Business cycle The Company’s business cycle is one year(12 months) as a normal cycle, and the business cycle is the determining criterion for the liquidity of assets and liabilities of the Comapny. 4. Bookkeeping standard currency The Renminbi (RMB) is taken as the book-keeping standard currency 5. Accounting methods for consolidation of enterprises under the same control or otherwise (1) Consolidation of enterprises under the same control Where the Company for long term equity investment arising from business combination under common control satisfies the combination consideration by payment of cash, transfer of non-cash assets or assumption of debt, the carrying value of the net assets of the acquire in combined financial statement of the ultimate controller shared by the Company as at the combination date shall be deemed as the initial investment cost of such long term equity investment. If the equity instrument issued by combining party are consider as the combination consideration, than the total value of the issuing shares are consider as the share capital. The difference between the initial cost of long-term equity investment and book value of consideration (or total face value of the shares issued) paid, capital surplus adjusted; if the capital surplus not enough to written down, than retained earning adjusted. (2) Business combination not under common control As for business combination not under common control, combination costs refer to the sum of the fair value of the assets paid, liabilities occurred or assumed as well as equity securities issued by the acquirer to obtain control over the acquire as at the acquisition date. As for acquiree that obtained by consolidation not under the same control, the qualified confirmation of identified assets, liability and contigency liabilities should calculated by fair value on day of purchsaed. If the consolidation cost larger than the fair value amount of indentified net assts from acquiree’s, the differences should be recognized as goodwill. If the consoldiation cost less than the fair value amount of indentified net assts from acquiree’s, the differences should reckoned into current gains/losses after re-examination. 6. Preparation methods for consolidated financial statements (1) consolidation financial statement range The Company includes all the subsidiaries (including the separate entities controlled by the Company) into consolidated financial statement, including companies controlled by the Company, non-integral part of the investees and structural main body. (2) Centralize accounting policies, balance sheet dates and accounting periods of parent and subsidiaries. As for the inconsistency between the subsidiaries and the Company in the accounting policies and periods, the 54 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 necessary adjustment is made on the subsidiaries’ financial statements in the preparation of the consolidated financial statements according to the Company’s accounting policies and periods. (3)setoff of consolidated financial statement The consolidated financial statements shall be prepared on the basis of the balance sheet of the parent company and subsidiaries, which offset the internal transactions incurred between the parent company and subsidiaries and within subsidiaries. The owner’s equity of the subsidiaries not attributable to the parent company shall be presented as minority equity under the owner’s equity item in the consolidated balance sheet. The long term equity investment of the parent company held by the subsidiaries, deemed as treasury stock of the corporate group as well as the reduction of owners’ equity, shall be presented as “Less: treasury stock” under the owners’ equity item in the consolidated balance sheet. (4)Accounting for acquisition of subsidiary through combination For subsidiaries acquired under enterprise merger involving enterprises under common control, the assets, liabilities, operating results and cash flows of the subsidiaries are included in the consolidated financial statements from the beginning of the financial year in which the combination took place. When preparing the consolidated financial statements, for the subsidiaries acquired from business combination not involving entities under common control, the identifiable net assets of the subsidiaries are adjusted on the basis of their fair values on the date of acquisition. 7. Classification of joint arrangements and accounting treatment of joint operation (1) Classification of joint arrangements Joint arrangements are divided into joint operations and joint ventures. Joint arrangements achieved not through separate entities are classified as joint operations. Separate entities refer to the entities with separate identifiable financial architecture including separate legal entities and legally recognised entities without the qualification of legal entity. Joint arrangements achieved through separate entities are generally classified as joint ventures. In case of changes in rights entitled to and obligations undertaken by the parties of joint venture under a joint arrangement due to the changes in relevant facts and circumstances, the parties of joint venture will re-assess the classification of joint arrangements. (2) Accounting treatment for joint operations The parties of joint operation should recognise the following items in relation to their share of interest in joint operation, and proceed with accounting in accordance with the relevant provisions under the Accounting Standards for Business Enterprises: to recognise their separate assets or liabilities held, and recognise the assets or liabilities jointly held according to their respective shares; to recognise the income from the disposal of their output share under joint operation; to recognise the income from the disposal of output under joint operation according to their respective shares; to recognise the expenses incurred separately, and recognise the expenses incurred under joint operation according to their respective shares. For the parties of a joint operation not under common control, if they are entitled to relevant assets and undertake relevant liabilities of the joint operation, accounting will be carried out with reference to the provisions of the parties of joint operation; otherwise, it should be subject to relevant Accounting Standards for Business Enterprises. (3) Accounting treatment for joint ventures The parties of a joint venture should perform accounting for investments by the joint venture in accordance with 55 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 the Accounting Standards for Business Enterprises No. 2 – Long-term Equity Investments. The parties not under common control should carry out accounting depending on their influence on the joint venture. 8. Determination criteria of cash and cash equivalent The cash recognized in the preparation of the cash flow statements, is the Company’s storage cash and deposits available for payment anytime. The cash equivalents recognized in the preparation of the cash flow statements refers to the investment held by the Company with characteristic of short-term, strong mobility, easy transfer to known sum cash and has slim risk from value changes. 9. Foreign currency exchange and the conversion of foreign currency statements (1) Foreign currency exchange The foreign currency exchange is booked on the current exchange rate on the transaction day and converted in the bookkeeping standard currency. On the balance sheet day, the monetary items are converted on the current rate on the balance sheet day, concerning the exchange differences between teh spot exchange rate on that date and initial confirmation or the sport exchange rate on previously balance sheet date, should reckoned in to current gains/losses except the capitalizing on exchange differences for foreign specific loans, which was reckoned into cost for capitalizing. The non-monetary items measured on the historic cost are still measured by the original bookkeeping rate with the sum of the bookkeeping standard currency unchanged. Items of non-monetary foreign currency which was calculated by fair value, should converted by spot exchange rate on the confirmation day of fair value, difference between the converted amount of bookkeeping currency and original amount of bookkeeping currency, was treated as changes of fair value (including exchange rate changed) reckoned into current gains/losses or recognized as other consolidated income and reckoned into capital public reserve. (2) Conversion of foreign currency financial statements Upon the conversion of the foreign currency financial statements of the controlling subsidiaries, joint enterprises, and the affiliated enterprises on the bookkeeping standard currency different from the Company’s, the accounting check and preparation of the consolidated financial statements are made. Assets and liabilities items in the balance sheet, are converted on the current rate on the balance sheet day; owners’ equity items besides the “retained profit” item, the other items are converted on the actual rate. Incomes and expenses items in the profit statement are converted on the current rate. The conversion difference of the foreign currency financial statements is listed specifically in the owners’ equity in the balance sheet. The foreign currency cash flow is converted on the current rate on the cash flow actual day. The cash influenced by the rate fluctuation is listed specifically in the cash flow statement. As for the foreign operation, the conversion difference of the foreign currency statement related to the foreign operation is transferred in proportion into the disposal of the current loss/gain. 10. Financial instruments (1) Categories and recognition of financial instruments The financial instruments are classified as the financial assets and liabilities. As the Company becomes one party 56 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 of the financial instrument contract, the instrument is recognized as one financial asset or liability. In the initial recognition, the financial assets are classified as, the financial assets measured on fair value and with its changes reckoned into the current loss/gain, long-term invest-bonds, account receivables, and financial assets available for sale. Categories of the financial assets besides account receivables are dependent on the holding intention and purpose of the Company and its subsidiaries for the financial assets. In the initial recognition, the financial liabilities are classified as the financial liabilities measured on the fair value and with its changes reckoned into the current loss/gain, other financial liabilities. Financial assets at fair value through profit or loss include financial assets held for the purpose of selling in the short term; receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market; available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories at initial recognition; held-to-maturity investments are non-derivative financial assets with fixed maturity and fixed or determinable payments that management has the positive intention and ability to hold to maturity. (2) measurement of financial instruments In the initial recognition, the financial assets or liabilities are measured on fair value; and the follow-up measurements are: financial assets and financial assets available for sale that measured by fair value and with alteration reckoned into current gains/losses together with the financial liabilities that measured by fair value with alteration reckoned into current gains/losses should measured by fair value; the held-to-maturity securities, loans, account receivable and other financial liabiltiy are measured by amortized cost; as for the equity instrument investment without quote in an active market and with its fair value can not be reliably measured, and those derivative financail assets or liability that paid with equity instrument, which have hook with such instrument, should measured by cost. The loss/gain from the fair value changes in the follow-up measurement of the financial assets and liabilities, besides one related to the hedge, is dealt with in the following methods: ① The financial assets or liabilities measured on the fair value and with its changes reckoned into the current loss/gain, are reckoned into the fair value loss/gain; ② The fair value change of the financial assets available for sale, is reckoned into the other comprehensive income. (3) Recognition of the fair value for the financial assets and liabilities For those financial instruments existing in active markets, market quotation in the active market is used to confirm their fair values; fair value of the financial instruments which have no active market is confirmed by adoption of estimation technology. The estimation technology mainly including market approach, income approach and cost method (4) Recognition basis and measurement method for the transfer of financial assets/liabilities As for the financial assets with all risks and compensations on their patent transferred, or all risks and compensations neither maintained nor transferred but the control over the assets given up, the recognition of the financial asset may terminate. For the financial assets are qualified for the recognition of termination conditions, the measurement may be taken on the financial assets transfer, namely the difference is reckoned into the current loss/gain, between the book value of the transferred financial assets and, the total of the consideration value received from the transfer and the fair value change accumulative sum originally booked into the capital reserve. If the partial transfer satisfies the criteria for derecognition, the entire carrying value of the transferred financial asset shall proportionally allocated between the derecognized portion and the retained portion according to their 57 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 respective relative fair value. When all or part of the current obligation to a financial liability has been terminated, the entire or part of such financial liability shall be derecognized. (5) Impairment loss on a financial assets When an impairment loss on a financial asset carried at amortised cost has occurred, the amount of loss is provided for at the difference between the asset’s carrying amount and the present value of its estimated future cash flows (excluding future credit losses that have not been incurred). If there is objective evidence that the value of the financial asset recovered and the recovery is related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed and the amount of reversal is recognised in profit or loss. When an impairment loss on a financial asset measured at cost has occurred, the amount of loss is provided for at the difference between the asset’s carrying amount and the present value of its estimated future cash flows. The impairment loss on such financial asset is not reversed once it is recognised. Where there is objective evidence that an impairment loss on available-for-sale financial assets occurs, the cumulative loss arising from the decline in fair value that had been recognised directly in equity is removed from equity and recognised in impairment loss. For en investment in debt instrument classified as available-for-sale on which impairment losses have been recognised, if, in a subsequent period, its fair value increases and the increase can be objectively related to an even occurring after the impairment loss was recognised in profit or loss, the previously recognised impairment loss is reversed and recognised in profit or loss for the current period. For an investment in an equity instrument classified as available-for-sale on which impairment losses have been recognised, the increase in its fair value in a subsequent period is recognised in equity directly. For investments in equity instruments, the specific quantitative criteria for the Company to determine “serious” or “not temporary” decrease in their fair value, cost computing method, method for determining closing fair value, and basis for determining the continuous decrease period are set out below: Specific quantitative criterion Decrease in closing fair value relative to the cost has reached or exceeded 50% on “serious” decrease in their fair value Specific quantitative criterion Fall for 12 consecutive months on “not temporary” decrease in their fair value Cost computing method Consideration of payment at acquisition (net of cash dividends declared but not yet paid or due but unpaid interest on bonds) and the relevant transaction cost are recognized as the investment cost. Method for determining As for a financial instrument for which there is an active market, the quoted prices in the active closing fair value market shall be used to recognize the fair values thereof. Where there is no active market for a financial instrument, the enterprise concerned shall adopt value appraisal techniques to determine its fair value. Basis for determining the The rebound in the continuous fall or the period with the tread of fall is less than 20% margin. continuous decrease period Rebound duration not more than six months is treated as continuous decrease period. 11. Account receivable 58 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 (1) account receivables with single major amount and withdrawal bad debt provision independently Book balance of the account receivable with over one Criterion or amount standards of major single amount million Yuan (one million yean inclusive) Withdrawal method for individual bad debt provision accrual Recognized on the difference between the book value and the with major single amount concerned current value of the estimative future cash flow (2) Account receivable with bad debt provision accrual by portfolio Portfolio Accrued method for bad Age portfolio Aging of accounts Age portfolio Aging of accounts Withdrawing bad bed provision by aging method in portfolio: √ Applicable □ Not applicable Accrued proportion of accounts Accrued proportion of other Account ages receivable accounts receivable Within six months 5.00% 5.00% Six months to one year (one year 10.00% 10.00% inclusive) 1-2 years 30.00% 30.00% 2-3years 50.00% 50.00% Over three years 100.00% 100.00% Withdrawing bad bed provision by percentage of total accounts receivable outstanding in portfolio : □ Applicable √ Not applicable Withdrawing bad bed provision by other methods in portfolio : □ Applicable √ Not applicable (3) Account receivable with minor single amount but has individual bad debt provision accrual Reasons for individual bad debt prevision Account receivable with over three years in account age and has objective evidence accrual of impairment appears Recognized on the difference between the book value and the current value of the Accrued method for bad debt provision estimative future cash flow 12. Inventory (1) Categories of inventory The inventory is goods or manufactured products held for sale, products in process, and materials and matters utilized in the production or supply of labor. It mainly consists of the raw material, consumable low-value product, storage goods, turnover material and wrappage etc. 59 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 (2) Accounting method for inventory delivery Recognized actual cost for the inventory while deliver by using weighted average method (3) Accural method inventory falling price reserves On the balance sheet day, the inventory is measured on the lower one between the cost and the net realizable value, and the provision for the falling price reserves is accrued on each inventory item; however, as for the inventory of large quantity and low price, the provision is accrued on the inventory category.,Recognition principle on net realizable value of inventory: ① net realizable value as the estimative sale price less the relevant tax expenses, stock of the Company mainly refers to the long lines tuna, ending net realizable value of the tuna based on the quote of Shimizu Fisheries, closely to balance sheet date, after deducted relevant expenses while products have sale achieved; ② as for the materials held for production, if the net realizable value of the manufactured product in use of the materials, is higher than the cost, the net realizable value is measured on cost; as the fall-down of the material price shows that the net realizable value of the manufactured product is lower than the cost, recognizable value is recognized on the estimative sale price less the estimative will-be actual cost, estimative sale expenses, and relevant tax expenses.③ As for the materials held on sale, the net realizable value is the market sale price. (4) Inventory system Inventory system of the Company is perpetual inventory system (5) Amortization method for the low-value consumables and wrap page Amortization method for the low-value consumables and wrap page refers to the fifty percent (50%) amortization 13. Long term equity investment (1) Recognition of initial investment cost Initial investment cost of long term equity investment obtained by corporate consolidation: in the case of the consolidation of enterprises under the same control, recognized as the initial cost is the book value of the owners’ equity obtained from the consolidated party; in the case of the consolidation of enterprises not under the same control, recognized as the initial cost is the recognized consolidation cost on the purchase day. As for the long term equity investment obtained by cash payment, the initial investment cost is the actual purchase payment. As for the long term equity investment obtained by the equity securities offering, the initial investment cost is the fair value of the equity securities. As for the long-term equity investment obtained by debt reorganization, initial investment cost of such investment should determine by relevant regulation of the “Accounting Standards for Business Enterprise No.12- Debt Reorganization”; As for the long term equity investment obtained by the exchange of the non-monetary assets and the debts restructuring, the initial investment cost is recognized on the relevant rules in the Principles. (2) Subsequent measurement and profit or loss recognition Where the investor has a control over the investee, long-term equity investments are measured using cost method. Long-term equity investments in associates and joint ventures are measured using equity method. Where part of the equity investments of an investor in its associates are held indirectly through venture investment institutions, common fund, trust companies or other similar entities including investment linked insurance funds, such part of 60 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 equity investments indirectly held by the investor shall be measured at fair value through profit or loss according to according to relevant requirements of Accounting Standards for Business Enterprises No.22—Recognizition and measurement of Financial Instruments regardless whether the above entities have significant influence on such part of equity investments, while the remaining part shall be measured using equity method. (3) Basis of conclusion for common control and significant influence over the investee Joint control over an investee refers to where the activities which have a significant influence on return on certain arrangement could be decided only by mutual consent of the investing parties sharing the control, which includes the sales and purchase of goods or services, management of financial assets, acquisition and disposal of assets, research and development activities and financing activities, etc.; Significant influence on the investee refers to that: significant influence over the investee exists when holding more than 20% but less than 50% of the shares with voting rights or even if the holding is below 20%, there is still significant influence if any of the following conditions is met: there is representative in the board of directors or similar governing body of the investee; participation in the investee’s policy setting process; assign key management to the investee; the investee relies on the technology or technical information of the investing company; or major transactions with the investee. 14. Investment real estate Measurement for investment real estate Cost method Depreciation or amortization method Category of the Company’s investment real estate: rented land use rights, rented buildings and land use rights held for transfer after appreciation. Investment real estate of the Company is initially measured by cost and conducting follow-up measures by cost mode. Accrued on the year averaging is the depreciation of the lease buildings in the Company’s investment property. The detailed check principle is same as that of the fixed assets. The rented land use rights and land use rights held for transfer after appreciation owned by the Company was adopted line amortization method. Detail calculation policy was similar to intangible assets. 15. Fixed assets (1) Recognition The fixed assets are tangible assets held for the goods production, labor supply, lease or operation & management, and with above one-accounting-year service life; meanwhile as up to the following conditions, they are recognized: The economic interest related to the fixed assets probably flow into the Company; The cost of the fixed assets can be measured reliably. (2) Depreciation method Depreciation life Annual depreciation Category Depreciation method Salvage rate (year) rate House and building Straight-line depreciation 20-40 3-5 2.00-5.00 61 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 5-30 Vessel and netting gear Straight-line depreciation 3-5 3.17-12.00 Machine equipment Straight-line depreciation 8-20 3-5 5.00-12.00 Transportation Straight-line depreciation 5 3-5 19.00-19.40 equipment Furniture and office Straight-line depreciation 5 3-5 equipment (3) Recognition, evaluation and depreciation of the fixed assets under finance lease Recognition of fixed assets under finance lease: the nature of this kind of lease is a transfer of all risk and rewards related to the ownership of assets. Measurement of fixed assets under finance lease: the initial amount of a fixed asset under finance lease should be recorded as the lower of fair value of the leased asset at the beginning date of lease term and the present value of minimum lease payment. Subsequent measurement of fixed assets under finance lease should be in accordance with the accounting policies adopted for self-owned fixed assets in respect of provision of depreciation and impairment. 16. Project in progress Project in progress of the Company divided as self-run construction and out-bag construction. The project in progress of the Company carried forward as fixed assets while the construction is ready for the intended use. Criteria of the expected condition for use should apply one of the follow conditions: The substance construction (installation included) of the fixed assets has completed all or basically; As the projects have been in test production or operation, and the results show that the assets can operate properly and produce the qualified products stably, or the test operation result shows the assets can operate or open properly. The expenditure of the fixed assets on the construction, is a little or little. The fixed assets of the project constructed have been up to the requirements of the design or contract, or basically up to. The construction in progress of the Company mainly refers to vessels. When a vessel is accepted as qualified for normal sailing, the Company determines that the vessel reaches its planned condition for use. 17. Borrowing expenses (1) Recognition principle on capitalization of borrowing expenses As for the Company’s actual borrowing expenses directly attributable to the assets construction or production, it is capitalized and reckoned into the relevant assets cost; as for other borrowing expenses, it is recognized on the actual sum and reckoned into the current loss/gain. The assets up to the capitalization are assets as the capital assets, investment real estate, and inventory reaching the expectant availability or sale ability. (2) Calculation of the capitalization Capitalization term: the period from the time starts to capitalization to the time the capitalization ends. The period of capitalization suspended is not included. The capitalization of borrowing expenses should be suspended while the abnormal interrupt, which surpass three months continuously, in the middle of acquisition or construction or production. As for the borrowing of the specific borrowing, the capitalization sum is recognized on the current actual 62 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 interest expenses less the interest income of the borrowing capital not utilized but deposited in the bank or the return of the temporary investment; As for the appropriation of the general borrowing, the capitalization sum is recognized on the weighted average of, the accumulative assets expenditure above the specific borrowing, and times the capitalization rate of the appropriation; As for the discount or premium of the borrowing, the discount or premium to be diluted in every accounting period is recognized in the actual rate method. The effective interest method is the method for the measurement of the diluted discount or premium or interest expenses on the actual interest rate; and the actual interest rate is the interest rate used in the discount of the future cash flow in the expectant duration period as the current book value of the borrowing. 18. Intangible assets (1) Accounting method, service life and impairment test 1) Accounting method for intangible assets The Company’s intangible assets are measured initially on cost. The intangible assets purchased in are taken as the actual cost on the actual payment and relevant expenditure. As for the intangible assets invested in by the investors, the actual cost is recognized on the value stipulated in the contract or agreement; however, if what is stipulated in the contract or agreement is not fair value, the actual cost is recognized on fair value. As for the self-developed intangible assets, their cost is the actual total expenditure before reaching the expectant purpose. The follow-up measurements of the Company’s intangible assets respectively are: the line amortization method is taken on the intangible assets of finite service life, and at the yea-end, the check is taken on the service life and dilution of the intangible assets, and the corresponding adjustment is made if there is inconsistency with the previous estimative ones. As for the intangible assets of uncertain service life, it is not diluted, however, the service life is checked at year-end; If there is solid evidence to its finite service life, its service life is estimated and diluted in straight line method. 2) Recognition principle of intangible assets with uncertain service life Recognized as the intangible assets of uncertain service life is refers to those intangible assets of un-expectable period of economic benefits brought into the Company, or of the uncertain service period. Recognition principle of uncertain service life: from contract right or other legal rights, the uncertain service period is stipulated in the contract or law; after the integration of the situations and relevant expertise argumentation in the same trade, the period of the economic interest brought into the Company by the intangible assets still cannot be recognized. At every year-end, the check is taken on the intangible assets of uncertain service life, mainly in bottom-up way, namely the basic check is taken by the department relevant to the assets utilization, to assess whether there is change in the recognition principle of the uncertain service life. (2) Accounting policy of the internal R&D expenditure 63 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 19. Long-term investment impairment Long-term equity investments, investment properties measured at cost and long-term assets such as fixed assets, construction in progress, productive biological assets at cost method, oil and gas assets, intangible assets and goodwill are tested for impairment if there is any indication that an asset may be impaired at the balance date. If the result of the impairment test indicates that the recoverable amount of the asset is less than its carrying amount, a provision for impairment and an impairment loss are recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of the future cash flows expected to be derived from the asset. Provision for asset impairment is determined and recognised on the individual asset basis. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount of a group of assets to which the asset belongs is determined. A group of assets is the smallest group of assets that is able to generate independent cash inflows. Goodwill arising from a business combination is tested for impairment at least at each year end, irrespective of whether there is any indication that the asset may be impaired. For the purpose of impairment testing, the carrying amount of goodwill acquired in a business combination is allocated from the acquisition date on a reasonable basis to each of the related asset groups; if it is impossible to allocate to the related asset groups, it is allocated to each of the related set of asset groups. If the carrying amount of the asset group or set of asset groups is higher than its recoverable amount, the amount of the impairment loss first reduced by the carrying amount of the goodwill allocated to the asset group or set of asset groups, and then the carrying amount of other assets (other than the goodwill) within the asset group or set of asset groups, pro rata based on the carrying amount of each asset. Once the impairment loss of such assets is recognized, it is not be reversed in any subsequent period. 20. Long-term deferred expenditure The Company’s long-term deferred expenditure are expenses paid out and with one year above (1-year included) benefit period. The long-term unamortized expenses are diluted by periods according to the benefit period. As the long-term unamortized expenses cannot enable the accounting period’s beneficiary, all dilution values of the project undiluted yet, are transferred into the current loss/gain. 21. Employees benefits (1)Accounting for short-term benefits In the period of employee services, short-term benefits are actually recognized as liabilities and charged to profit or loss, or if otherwise required or allowed by other accounting standards, to the related costs of assets for the current period. At the time of actual occurrence, The Company’s employee benefits are recorded into the profits and losses of the current year or assets associated costs according to the actual amount. The non-monetary employee benefits are measured at fair value. Regarding to the medical and health insurance, industrial injury insurance, maternity insurance and other social insurances, housing fund and labor union expenditure and personnel education that the Company paid for employees, the Company should recognize corresponding employees benefits payable according to the appropriation basis and proportion as stipulated by relevant requirements and recognize the corresponding liabilities and include these expenses in the profits or losses of the current period or recognized as respective assets costs. 64 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 (2) Accounting for post-employment benefits During the accounting period in which an employee provides service, the amount payable calculated under defined contribution scheme shall be recognized as a liability and recorded in profit and loss of the current period or in assets. In respect of the defined benefit scheme, the Company shall use the projected unit credit method and attribute the welfare obligations calculated using the formula stipulated by the defined benefit scheme to the service period of the employee, and record the obligation in the current profit and loss or related assets cost. (3) Accounting for termination benefits The Company recognizes a liability and expenses in the current profit or loss for termination benefits at the earlier of the following dates: when the Company can no longer withdraw the offer of those benefits; and when the Company recognizes costs for restructuring involving the payment of termination costs. (4) Accounting for other long-term employee benefits. The Company provides other long-term employee benefits to its employees. For those falling within the scope of defined contribution scheme, the Company shall account for them according to relevant requirements of the defined contribution scheme. In addition, the Company recognizes and measures the net liabilities or net assets of the other long-term employee benefits according to relevant requirements of the defined contribution scheme. 22. Revenue (1) Sales of goods The Company shall ascertain the revenue incurred by selling goods in accordance with the received or receivable price stipulated in the contract or agreement signed between the enterprise and the buyer unless the following conditions are met simultaneously: ① the significant risks and rewards of ownership of the goods have been transferred to the buyer by the enterprise; ② the enterprise retains neither continuous management right that usually keeps relation with the ownership nor effective control over the sold goods; ③the relevant amount of revenue can be measured in a reliable way; ④ relevant economic benefits may flow into the enterprise and ⑤ the relevant costs incurred or to be incurred can be measured in a reliable way. The Company mainly conducts seine fisheries sales on sea. In detail, our production vessel directly unloads fisheries products to the shipping vessel of purchaser. Upon delivery of such products to shipping vessel, parties from both production vessel and shipping vessel would confirm the unloaded quantity and issue delivery bill (both parties sign ship receipt); finance department would confirm sales revenue based on ship receipt and sales contract. Fisheries products gained from long line fishing by the Company are all shipped back to domestic market for sale. Our sales department makes external sales by reference to the trading price in Qingshui of Japan. Change in ownership of cargos is based on sales contract and value determination table. Finance department would confirm sales revenue based on sales contract and value determination table. The Company processes aquatic products for domestic sales: Shandong Zhonglu Oceanic (Yantai) Food Co., Ltd. issues delivery confirmation according to the fax or email orders from domestic customers, then sales staff would arrange warehouse department to prepare stock and deliver cargos via airline and long trip auto transportation. Finance department will issue sales invoice according to the delivery bill issued by sales department and signed 65 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 and confirmed by warehouse department, and confirm sales revenue. The Company processes aquatic products for overseas sales: once receipt purchase orders from overseas customers, our international trade department will issue export delivery confirmation and arrange warehouse department to prepare relevant orders. Once the cargos to be exported is packed and delivered, warehouse department will sign on the delivery bill issued by international trade department to confirm. Upon completion of export by unloading cargos on vessels, we will obtain packing slip, delivery order and other export bills issued by the transportation department and also bill of clearance from custom. Finance department will issued sales invoice and confirm sales revenue based on delivery bill, packing slip, bill of clearance, etc. Where amounts of contract or agreement are received in deferred manner and which in fact is of financing nature, commodity sales revenue shall be recognised based on the fair value of contract or agreement amount receivables. ( 2)Labor service provising If an enterprise can, on the date of the balance sheet, reliably estimate the outcome of a transaction concerning the labor services it provides, it shall recognize the revenue from providing services employing the percentage-of-completion method. The enterprise can ascertain the schedule of completion (percentage-of-completion) under the transaction concerning the providing of labor services based on calculation of completed works, if an enterprise can not, on the date of the balance sheet, measure the result of a transaction concerning the providing of labor service in a reliable way, it shall be conducted in accordance with the following circumstances, respectively: ①if the cost of labor services incurred is expected to be compensated, the revenue from the providing of labor services shall be recognized in accordance with the amount of the cost of labor services incurred, and the cost of labor services shall be carried forward at the same amount; ②if the cost of labor services incurred is not expected to compensate, the cost incurred should be included in the current profits and losses, and no revenue from the providing of labor services may be recognized. (3)Transition of asset use right When economic benefits relating to transition of asset use right is likely to inflow into the Company and the relevant income can be measured reliably, the Company shall recognise such income from transition of asset use right 23. Government subsidy (1) Determination basis and accounting treatment for government grants related to assets Government grant obtained by the Company for the purpose of constructing or otherwise forming long term assets is recognised as government grant related to assets which will be recognised as deferred income. Deferred income is averagely allocated against the estimated service life of asset since the asset is available for use, and recorded in profit or loss for the current period. (2) Determination basis and accounting treatment for government grants related to income The government grants other than the government grants related to assets are recognized as government grants related to income. Government grants related to income shall be treated as follows: those used to compensate relevant expenses or losses to be incurred by the enterprise in subsequent periods are recognized as deferred income and recorded in profit and loss for the current period when such expenses are recognized; and those used 66 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 to compensate relevant expenses or losses that have been incurred by the enterprise are recorded directly in profit or loss for the current period. 24. Deferred income tax asset and deferred income tax liability (1) Where there is difference between the carrying amount of the assets or liabilities and its tax base, (as for an item that has not been recognized as an asset or liability, if its tax base can be determined in light of the tax law, the tax base shall recognized as the difference) the deferred income tax and deferred income tax liabilities shall be determined according to the applicable tax rate in period of assets expected to recover or liability expected to pay off. (2) The deferred income tax assets shall be recognized to the extent of the amount of the taxable income which it is most likely to obtain and which can be deducted from the deductible temporary difference. On balance sheet date, if there have concrete evidence of obtaining, in future period, enough taxable amounts to deduct the deductible temporary difference, the un-confirmed deferred income tax assts in previous accounting period shall be recognized. If there has no enough taxable amounts, obtained in future period, to deducted the deferred income tax assets, book value of the deferred income tax assets shall be kept in decreased. (3) the taxable temporary differences related to the investments of subsidiary companies and associated enterprises shall recognized as deferred income tax liability, unless the Company can control the time of the reverse of temporary differences and the temporary differences are unlikely to be reversed in the expected future. As for the deductible temporary difference related to the investment of the subsidiary companies and associated enterprises, deferred income tax assets shall be recognized while the temporary differences are likely to be reversed in the expected future and it is likely to acquire any amount of taxable income tax that may be used for making up the deductible temporary differences. 25. Leasing (1) Accounting treatment for operating lease Accounting treatment for operating lease: Operating lease payments are recognized on a straight-line basis over the term of the relevant lease, and are either included in the cost of related asset or charged to profit or loss for the period. (2) Accounting treatment for finance lease Accounting treatment for finance lease: At the commencement of the lease term, the Group records the leased asset at an amount equal to the lower of the fair value of the leased asset and the present value of the minimum lease payments. The difference between the recorded amounts is accounted for as unrecognized finance charge, using the effective interest method amortization during the lease term. Minimum lease payments deducting unrecognized financing charges are listed as long-term payables. 26. Other important accounting policy and estimation The ministry of finance amended and newly issued Accounting Standards for Business Enterprises No.2 – 67 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Long-term Equity Investment and other seven accounting standards in 2014, standards other than Accounting Standards for Business Enterprises No.37 –Presentation of Financial Instruments which has been implemented for 2014 and subsequent periods started to implement in those enterprises which were subject to Accounting Standards for Business Enterprises since 1 July 2014. The Company re-determined certain accounting policies according the requirements of the standards and restated 2014 comparative financial statements by retrospection adjustment method. According to Accounting Standards for Business Enterprises No.2 – Long-term Equity Investment, the Company re-measured those equity investment where it owned no control, common control and significant influence and which was not quoted in active market as financial assets available for sale at cost method. According to Accounting Standards for Business Enterprises No.30 –Presentation of Financial Statements, the Company presented government grant originally presented in other non-current liabilities as deferred income, and presented foreign currency financial statement translation difference in other comprehensive income. According to the amended Accounting Standards for Business Enterprises No.9–Staff Remuneration, remuneration expenditure with payment period over one year for early-retired and disabled staff was included in long-term remuneration payables. 27. Changes in important accounting policies and estimates (1) Changes in important accounting policies □ Applicable √ Not applicable (2) Changes in important accounting estimates □ Applicable √ Not applicable VI. Taxes 1. Major tax and tax rate: Taxes Taxation basis Tax rate Output tax minor the deductible VAT 17%, 13%, 6% input tax Business tax Income from leasing 5% Urban maintenance and construction Turnover taxes payable 7% tax Corporate income ax Taxable amount 25% Educational surtax Turnover taxes payable 3% Local educational surtax Turnover taxes payable 2% Explain the different taxation entity of the enterprise income tax 68 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Taxation entity Income tax rate 2. Preferential tax (1) Preferential tax for VAT: Pursuant to the Treasury Tax (1997) No. 64 Notice on Taxation on Import of Fishery Equipment and Transport-back of Self-fished Fishery Products of Overseas Fishery Industry Corporation, the self-fished fishery products transported home, is regarded as the non-import domestic products, without taxation of tariff or added-value taxation in the import link. The corresponding domestic sales are attributable to the primary agricultural products sales, and free from added-value tax according to the specific rules of added value tax. (2) Preferential tax for income tax Pursuant to rules of Treasury Tax [1994] No. 001, Treasury Tax [1997] No. 114 , Treasury Agriculture [2010] No. 104 , President Order of People’s Republic of China [2007] No. 63 < Corporate Income Tax Law of People’s Republic of China>, the Company’s income earns from the overseas fishing business and preliminary process of agricultural products are exempted from corporate income tax. The Company’s income besides one from the overseas fishing business and preliminary process of agricultural products will taxed on 25% for the corporate income tax. VII. Notes to main items in consolidated financial statement 1. Monetary fund In RMB Item Ending balance Opening balance Cash on hand 1,076,478.61 817,698.32 Bank deposit 37,398,176.21 43,373,129.70 Other monetary fund 3,530,882.93 789,383.02 Total 42,005,537.75 44,980,211.04 Other explanation 2. Derivative financial assets □ Applicable √ Not applicable 3. Account receivable (1) Category of account receivable In RMB Ending balance Opening balance Category Book balance Bad debt provision Book Book balance Bad debt provision Book value 69 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Proportio Accrual value Proportio Accrual Amount Amount Amount Amount n ratio n ratio Account receivable with bad debt 46,545,1 7,045,21 39,499,92 32,444, 7,048,225 25,395,972. 16.44% 100.00% 21.72% provision accrual by 47.69 7.91 9.78 198.22 .95 27 portfolio 46,545,1 7,045,21 39,499,92 32,444, 7,048,225 25,395,972. Total 47.69 7.91 9.78 198.22 .95 27 Account receivable with major single amount and withdrawal bad debt provision single at period-end: □ Applicable √ Not applicable Account receivable with bad debt provision withdrawal by method of account age in portfolio: √ Applicable □ Not applicable In RMB Ending balance Account age Account receivable Bad debt provision Accrual ratio Sub-item of within one year Including: 1-6 months 40,715,895.20 1,341,761.51 5.00% 6-12 months 139,197.15 13,919.72 10.00% 1-2 years 30.00% 2-3 years 1,037.33 518.67 50.00% Over three years 5,689,018.01 5,689,018.01 100.00% Total 46,545,147.69 7,045,217.91 Explanation on portfolio basis: Withdrawing bad bed provision by percentage of total accounts receivable outstanding in portfolio: □ Applicable √ Not applicable Withdrawing bad bed provision by other methods in portfolio: (2) Bad debt provision accrual, switch-back or taken back in the period Amount accrual in the Period; amount switch-back or taken back in the Period Including major amount of bad debt provision that switch-back or taken back in the Period: In RMB Company Amount switch back or taken back Way (3) Account receivables actually written-off during the reporting period In RMB Item Amount verified 70 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Including major account receivables written-off: In RMB Occurred due to Company Nature Amount verified Reasons Verified procedures related transaction (Y/N) Explanation on account receivable written-off : (4) Top five receivables collected by arrears party at ending balance Company Ending balance Ending balance and ratio of the Bad debt provision total ending balance of balance receivables (%) Tokyo Corporation 16,273,044.16 49.24% 423,170.82 Hong Kong Luen Thai Seafood 6,845,089.66 19.11% 178,002.48 Singapore- Zhao Qun 5,312,797.36 14.83% 138,156.13 PACIFIC PANDA,INC 3,600,962.12 10.05% 3,600,962.12 CORAL TRIANGLE PROCESSORS 1,016,979.28 2.84% 118,667.95 (5) Account receivables derecognized due to financial assets transfer (6) Transfer the account receivable and assets & liabilities arising from further involvement Other explanation: 4. Prepayments (1) Prepayments listed by account age In RMB Ending balance Opening balance Account age Amount Proportion Amount Proportion Within one year 41,468,269.34 100.00% 29,278,905.45 100.00% Total 41,468,269.34 -- 29,278,905.45 -- Explanation on prepayments with over one year in age and reasons of un-settle: (2) Top 5 prepayments collected by objects at ending balance Company Relations with Closing amount Ratio in total Company prepayment % Penglai Jingyuan Food Co., Ltd. Supplier 5,900,000.00 14.23% 71 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Rongcheng Oceanic Fishery Co., Ltd. Supplier 3,800,000.00 9.16% Rongcheng Mashan Fishery Co., ltd. Supplier 3,000,000.00 7.23% Shandong Lidao Oceanic Technology Co., Supplier 3,000,000.00 7.23% Ltd. Shandong Shawo Island Oceanic Fishery Supplier 2,647,561.00 6.38% Co., Ltd. Total —— 18,347,561.00 44.24% Other explanation: 5. Other account receivable (1) Category of other account receivable In RMB Ending balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Category Book Proportio Accrual Proportio Accrual Book value Amount Amount value Amount Amount n ratio n ratio Other account receivable with bad 12,792,7 4,530,85 8,261,901 12,146, 4,532,337 7,613,670.6 100.00% 37.32% debt provision 52.87 0.98 .89 008.44 .82 2 accrual by portfolio 12,792,7 4,530,85 8,261,901 12,146, 4,532,337 7,613,670.6 Total 52.87 0.98 .89 008.44 .82 2 Other account receivable with major single amount and withdrawal bad debt provision single at period-end: □ Applicable √ Not applicable Other account receivable with bad debt provision withdrawal by method of account age in portfolio: √ Applicable □ Not applicable In RMB Ending balance Account age Other account receivable Bad debt provision Accrual ratio Sub-item of within one year Within six months 4,176,067.83 181,614.74 6 months to 1 year 152,090.47 15,209.05 Subtotal Within one year 4,328,158.30 1-2 years 164,513.76 49,354.13 2-3 years 38,381.13 19,190.57 Over three years 4,265,482.50 4,265,482.50 72 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Total 8,796,535.69 4,530,850.98 Explanation on portfolio basis: Withdrawing bad bed provision by percentage of total other accounts receivable outstanding in portfolio □ Applicable √ Not applicable Withdrawing bad bed provision by other methods in portfolio: √ Applicable □ Not applicable Portfolio Ending Opening Book balance Accrual Bad debt Book balance Accrual ratio Bad debt ratio provision % provision % Riskless portfolio 3996217.18 1,000,000.00 Total 3996217.18 1,000,000.00 (2) Bad debt provision accrual, switch-back or taken back in reporting period Amount accrual in the Period; amount switch-back or taken back in the Period Including major amount of bad debt provision that switch-back or taken back in the Period: In RMB Company Amount switch-back or taken back Way (3) Other receivables actually written-off during the reporting period In RMB Item Amount verified Including major other account receivables written-off: In RMB Occurred due to Company Nature Amount verified Reasons Verified procedures related transaction (Y/N) Explanation on write-off of other receivables: (4) Classify according to nature In RMB Nature Ending book balance Opening book balance Refunds receivables 1,763,631.75 2,516,977.89 Margin 3,076,715.64 2,270,000.00 73 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Insurance claims payment receivable 351,655.81 351,655.81 Transactions and others 7,600,749.67 7,007,374.74 Total 12,792,752.87 12,146,008.44 (5) top 5 other receivables collected by arrears party at ending balance In RMB Proportion in total Ending balance of Company Nature Ending balance Account age other receivables at bad debt provision year-end (6)Account receivable involved government subsidies In RMB Time, amount and basis Company Government subsidies Ending balance Ending account age estimated to received (7) Other account receivables derecognized due to financial assets transfer (8) Transfer the other account receivable and assets & liabilities arising from further involvement Other explanation: 6. Inventory (1) Category of inventory In RMB Ending balance Opening balance Item Provision for Provision for Book balance Book value Book balance Book value price fall-down price fall-down Raw materials 96,424,979.95 146,312.87 96,278,667.08 97,293,304.24 146,312.87 97,146,991.37 Inventory 138,535,834.15 5,235,952.08 133,299,882.07 108,084,914.82 16,849,588.00 91,235,326.82 Revolving 966,531.62 132,998.30 833,533.32 1,488,135.64 132,998.30 1,355,137.34 material Total 235,927,345.72 5,515,263.25 230,412,082.47 206,866,354.70 17,128,899.17 189,737,455.53 (2) Provision for price fall-down In RMB Items Opening balance Current increased Current decreased Ending balance 74 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Switch back or Accrual Other Other Written-off Raw materials 146,312.87 146,312.87 Inventory 16,849,588.00 11,613,635.92 5,235,952.08 Revolving 132,998.30 132,998.30 material Total 17,128,899.17 11,613,635.92 5,515,263.25 (3) Explanation on capitalization of borrowing costs in ending balance of inventory (4) Assets completed without settle resulted by construction contract at period-end In RMB Items Amount Other explanation: 7. Other current assets In RMB Items Ending balance Opening balance Input VAT 10,268,965.04 8,365,709.75 Income tax prepaid 88,480.55 88,480.55 Other tax prepaid 134,581.25 Total 10,357,445.59 8,588,771.55 Other explanation: 8. Finance asset available for sales (1)Finance asset available for sales In RMB Ending balance Opening balance Items Impairment Impairment Book balance Book value Book balance Book value provision provision Equity instrument available 33,000,000.00 33,000,000.00 33,000,000.00 33,000,000.00 for sales: Measured by cost 33,000,000.00 33,000,000.00 33,000,000.00 33,000,000.00 Total 33,000,000.00 33,000,000.00 33,000,000.00 33,000,000.00 75 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 (2) Finance asset available for sales measured by fair value at period-end In RMB Equity instrument Debt instrument Category Total available for sale available for sale (3) Finance asset available for sales measured by cost at period-end In RMB Book balance Impairment provision Cash Invested Holding dividend period-beg Increase in Decrease period-beg Increase in Decrease proportion in Unit period-end period-end invested unit for the in the year in the year in the year in the year year Equity investment 33,000,000 33,000,000 33,000,000 33,000,000 - South .00 .00 .00 .00 Securities Co., Ltd. 33,000,000 33,000,000 33,000,000 33,000,000 Total -- .00 .00 .00 .00 (4) Impairment reserve of finance asset available for sales In RMB Equity instrument Debt instrument Category Total available for sale available for sale Balance of accrual impairment at 33,000,000.00 period-begin Balance of accrual 33,000,000.00 impairment at period-end (5) Explanation on closing fair value of equity instrument available for sale which was down sharply or other-than-temporary drop without accrual the impairment provision In RMB Decline changes Time to drop Accrual Equity instrument of fair value Reasons without Investment cost Ending fair value continuously impairment available for sale comparing with accrual (month) amount its costs Other explanation 76 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 South Securities Co., Ltd. had been canceled the license for securities business and charged to close down as the administrative punishment by the CSRC on 29 April 2005, it was announced to be bankrupt by Shenzhen Intermediate Court dated 16 August 2006, and the proportion for the impairment of the long-term investment has been accrued on the book value in full sum on the stock in the South Securities Company. 9. Investment real estate (1) Investment real estate measure on cost √ Applicable □ Not applicable In RMB Items House and buildings Land use right Construction in progress Total I. original book value 1.Opening balance 47,120,794.80 47,120,794.80 2.Current increased (1) Outsourcing (2) Transfer from inventory\ fixed assets\Construction in progress (3)Increased by enterprise combination 3.Current decreased (1)Disposal (2)Other transfer-out 4.Ending balance 47,120,794.80 47,120,794.80 II. Total accumulative depreciation and amortization 1.Opening balance 11,458,559.52 11,458,559.52 2.Current increased 609,332.76 609,332.76 (1)Accrual or 609,332.76 609,332.76 amortization 3.Current decreased 77 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 (1)Disposal (2)Other transfer-out 4.Ending balance 12,067,892.28 12,067,892.28 III. Impairment provision 1.Opening balance 886,512.06 886,512.06 2.Current increased (1)Accrual 3. Current decreased (1)Disposal (2)Other transfer-out 4.Ending balance 886,512.06 886,512.06 IV. Book value 1. Ending book 34,166,390.46 34,166,390.46 value 2. Opening book 34,775,723.22 34,775,723.22 value (2) Investment real estate measure on fair value □ Applicable √ Not applicable (3) Investment real estate without property certificate completed In RMB Items Book value Reasons Pursuant to the Debt Compensation Opinion entered into between the Company and Shandong Aquatic Products Group in April 2006 and the civil verdict House and building 33,994,222.85 issued by People Court of Lixia district of Jinan city (2005 LZZDi-1299), the comprehensive office building owned by Shandong Aquatic Products Group at No.43, Heping road, Lixia District, Jinan 78 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 with original value of RMB54,221,197.05 (among which, RMB9,592,434.61 was recorded as fixed assets and others were recorded as investment property) was ruled to be vested to the Company, so as to compensate the relevant debts. Building ownership transfer has not been registered yet; management of the Company is in the process of making active coordination among various parties seeking for early completion of such registration. Other explanation 10. Fixed assets (1) Fixed assets In RMB House and Vessel and netting Machine Transportation Furniture and Items Total building gear equipment equipment office equipment I. original book value: 1.Opening 74,047,364.66 469,007,734.69 32,328,693.35 6,423,090.54 9,659,001.08 591,465,884.32 balance 2.Current 831,512.83 95,744,052.02 4,361,107.68 181,196.58 527,568.53 101,645,437.64 increased 0.00 395,575.32 4,361,107.68 181,196.58 527,568.53 5,465,448.11 (1)purchasing (2)Construction 831,512.83 95,348,476.70 0.00 0.00 0.00 96,179,989.53 in progress transfer-in (3) Increased by enterprise combination 3.Current 0.00 95,348,476.70 163.60 0.00 0.00 95,348,640.30 decreased (1)disposal 0.00 95,348,476.70 163.60 0.00 0.00 95,348,640.30 or scrapping 79 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 4.Ending 74,878,877.49 456,396,914.64 42,041,068.18 6,209,171.00 10,493,748.23 597,762,681.66 balance II. accumulative depreciation 1.Opening 16,238,002.60 133,576,455.65 11,415,218.43 3,711,487.24 7,356,908.47 172,298,072.39 balance 2.Current 1,490,593.78 22,953,702.01 905,280.30 450,456.38 209,441.20 26,009,473.68 increased (1)Accrual 1,490,593.78 22,953,702.01 905,280.30 450,456.38 209,441.20 26,009,473.68 3.Current 0.00 7,503,849.90 0.00 0.00 0.00 7,503,849.90 decreased (1)disposal 0.00 7,503,849.90 0.00 0.00 0.00 7,503,849.90 or scrapping 4.Ending 17,728,596.38 147,585,004.78 12,320,498.73 3,902,935.92 7,741,247.49 190,803,696.17 balance III. Impairment provision 1.Opening 7,571,580.00 7,571,580.00 balance 2.Current increased (1)Accrual 3.Current decreased (1)disposal or scrapping 4.Ending 7,571,580.00 7,571,580.00 balance IV. Book value 1. Ending book 57,150,281.11 308,811,909.86 29,720,569.45 2,306,235.08 2,752,500.74 399,387,405.49 value 2. Opening 57,809,362.06 327,859,699.04 20,913,474.92 2,711,603.30 2,302,092.61 411,596,231.93 book value 80 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 (2) Temporary idle fixed assets In RMB Depreciation Impairment Items Original book value Book value Note accumulative provision (3) Fixed assets leasing-in by financing lease In RMB Depreciation Items Original book value Impairment provision Book value accumulative (4) Fixed assets leasing-out by operational lease In RMB Items Ending book value (5) Fixed assets without property certificate obtained In RMB Items Book value Reasons for certificate un-settled Pursuant to the Debt Compensation Opinion entered into between the Company and Shandong Aquatic Products Group in April 2006 and the civil verdict issued by People Court of Lixia district of Jinan city (2005 LZZDi-1299), the comprehensive office building owned by Shandong Aquatic Products Group at No.43, Heping road, Lixia District, Jinan with original value of RMB54,221,197.05 House and building 7,304,125.69 (among which, RMB9,592,434.61 was recorded as fixed assets and others were recorded as investment property) was ruled to be vested to the Company, so as to compensate the relevant debts. Building ownership transfer has not been registered yet; management of the Company is in the process of making active coordination among various parties seeking for early completion of such registration. Other explanation 81 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 11. Construction in progress (1)Construction in progress In RMB Ending balance Opening balance Items Impairment Impairment Book balance Book value Book balance Book value provision provision Cold storage 19,600,245.15 19,600,245.15 18,511,970.07 18,511,970.07 Atlantic fencing 4,041,181.42 4,041,181.42 3,973,534.07 3,973,534.07 Tailong 1netting 612,900.00 612,900.00 gear Total 24,254,326.57 24,254,326.57 22,485,504.14 22,485,504.14 (2) Changes of major project in progress In RMB Accumul Proporti Includin ative on of g: Transfer Other amount Opening Current Ending project Work interest Capitaliz Capital Item Budget to fixed decreasin of balance increased balance investme progress capitaliz ing rate resources assets g interest nt in ation in capitaliz budget Period ation Cold 39,000,0 18,511,9 1,088,27 19,600,2 50.26% Other storage 00.00 70.07 5.08 45.15 Atlantic 43,840,0 3,973,53 67,647.3 4,041,18 fencing 9.22% Other 00.00 4.07 5 1.42 Items Tailong 612,900. 612,900. 1netting Other 00 00 gear Other 82,840,0 22,485,5 1,768,82 24,254,3 Total -- -- -- 00.00 04.14 2.43 26.57 (3) Impairment provision of construction in process accrual in the Period In RMB Items Accrual amount Reasons 82 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Other explanation 12. Productive biological assets (1) Measured by cost □ Applicable √ Not applicable (2) Measured by fair value □ Applicable √ Not applicable 13. oil/gas assets □ Applicable √ Not applicable 14. Intangible assets (1) Intangible assets In RMB Non-patented Items Land use right Patent right Computer software Total technology I. original book value 1.Opening 17,154,729.00 165,000.00 17,319,729.00 balance 2.Current 32,000.00 32,000.00 increased 32,000.00 32,000.00 (1)purchasing (2)internal R&D (3)increased by enterprise combination 3.Current decreased (1)disposal 4.Ending 197,000.00 197,000.00 balance II. accumulated 83 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 amortization 1.Opening 3,302,161.85 154,856.76 3,457,018.61 balance 2.Current 191,935.08 5,933.30 197,868.38 increased (1)accrual 191,935.08 5,933.30 197,868.38 3.Current decreased (1)disposal 4.Ending 3,494,096.93 160,790.06 3,654,886.99 balance III. Impairment provision 1.Opening balance 2.Current increased (1)accrual 3.Current decreased (1)disposal 4.Ending balance IV. Book value 1. Ending book 13,660,632.07 36,209.94 13,696,842.01 value 2. Opening 13,852,567.15 10,143.24 13,862,710.39 book value The proportion of intangible assets form by internal R&D in total book value of intangible assets at period-end (2) Land use right without property certificate completed In RMB Items Book value Reasons 84 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Other explanation: 15. Long-term deferred expenditure In RMB Items Opening balance Current increased Amortized in Period Other decreased Ending balance Tool and appliance amortization 239,658.12 119,829.06 119,829.06 (loading and unloading) Total 239,658.12 119,829.06 119,829.06 Other explanation 16. Deferred income tax asset /deferred income tax liability (1) Deferred income tax assets un-offset In RMB Ending balance Opening balance Items Deductible temporary Deferred income tax Deductible temporary Deferred income tax differences asset differences asset (2) Deferred income tax liabilities un-offset In RMB Ending balance Opening balance Items Taxable temporary Deferred income tax Taxable temporary Deferred income tax differences liability differences liability (3) Amount of deferred income tax asset and deferred income tax liability after trade-off In RMB Ending balance of Trade-off between the Opening balance of Trade-off between the deferred income tax deferred income tax deferred income tax Items deferred income tax assets or liabilities after assets and liabilities at assets or liabilities after assets and liabilities off-set period-begin off-set Deferred income tax 306,828.34 306,828.34 asset (4) Deferred income tax asset without confirmed In RMB 85 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Items Ending balance Opening balance (5) Deductible losses of deferred income tax asset without confirmed will expired in later year In RMB Year Closing amount Opening amount Note Other explanation: 17. Other non-current assets In RMB Items Ending balance Opening balance Land paid in advance 2,000,000.00 2,000,000.00 Construction in progress paid in advance 6,868,187.00 6,868,187.00 Total 8,868,187.00 8,868,187.00 Other explanation: 18. Short-term borrowing (1) Category of short-term borrowing In RMB Items Ending balance Opening balance Mortgage loan 20,358,198.33 11,054,697.70 Credit loan 37,113,934.36 31,261,626.99 Total 57,472,132.69 42,316,324.69 Explanation on category of short-term borrowing (2) Short-term loans un-paid by expired Total short-term loans un-paid by expired at end of the Period was 00 Yuan, including important short-term loans are as: In RMB Unit Ending balance Loans rate Overdue time Overdue interest rate Other explanation: 19. Derivative financial liabilities □ Applicable √ Not applicable 20. Account payable (1) Account payable In RMB 86 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Items Ending balance Opening balance Within one year (including 1 year) 144,113,014.21 77,136,413.14 Over 1 year 5,090,297.46 4,273,520.53 Total 149,203,311.67 81,409,933.67 (2) Major account payable over one year In RMB Items Ending balance Reasons of un-paid or carry-over Other explanation: 21. Account received in advance (1) Account received in advance In RMB Items Ending balance Opening balance Within one year (including 1 year) 14,169,056.02 20,787,298.43 Over 1 year 349,863.72 462,363.72 Total 14,518,919.74 21,249,662.15 (2) Major account received in advance with over one year age In RMB Items Ending balance Reasons of un-paid or carry-over (3) Projects un-completed but settled from construction contract at end of the Period In RMB Items Amount Other explanation: 22. Salary payable (1) Salary payable In RMB Items Opening balance Increase in Period Decrease in Period Ending balance I. Short-term compensation 16,749,497.40 49,925,885.57 51,179,341.55 15,496,041.42 II. Post-employment 3,202,019.81 3,164,674.85 37,344.96 87 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 welfare- defined contribution plans III. Dismissal welfare 140,933.82 35,115.43 106,025.22 70,024.03 IV. Other welfare due 56,337.83 56,337.83 0.00 within one year Total 16,946,769.05 53,163,020.81 54,506,379.45 15,603,410.41 (2) Short-term compensation In RMB Decreased during the Items Opening balance Increase during the year Ending balance year 1. Wages,bonuses,allowances 15,542,180.52 43,914,455.90 45,354,620.85 14,102,015.57 andsubsidies 2. Welfare for workers 1,534,370.72 1,490,202.37 44,168.35 and staff 3. Social insurance 2,786,887.12 2,768,607.75 18,279.37 Including: Medical 1,359,866.85 1,346,108.19 13,758.66 insurance Work injury 164,828.15 162,272.97 2,555.18 insurance Maternity 158,551.32 156,585.79 1,965.53 insurance 4. Housing accumulation 134,340.00 1,306,729.82 1,429,327.82 11,742.00 fund 5. Labor union expenditure and 1,072,976.88 383,442.01 136,582.76 1,319,836.13 personnel education expense Total 16,749,497.40 49,925,885.57 51,179,341.55 15,496,041.42 (3) Defined contribution plans In RMB Decreased during the Items Opening balance Increase during the year Ending balance year 1. Basic endowment 2,941,326.85 2,905,947.42 35,379.43 insurance 2. Unemployment 160,645.21 158,679.68 1,965.53 insurance 88 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 3. Enterprise annuity 0.00 0.00 0.00 4. Other 100,047.75 100,047.75 0.00 Total 3,202,019.81 3,164,674.85 37,344.96 Other explanation: 23. Tax payable In RMB Items Ending balance Opening balance Value-added tax 431,263.67 551,786.52 Business tax 28,500.00 112,078.67 Enterprise income tax 196,438.90 117,104.60 Individual income tax 61,600.47 133,937.83 Urban maintenance and construction tax 1,995.00 7,845.51 House property tax 320,566.31 228,809.68 Land use tax 166,227.25 166,192.45 Stamp tax 645.00 88,016.04 Educational surtax 855.00 3,362.36 Local educational surtax 570.00 2,241.57 Local water conservancy construction fund 285.00 1,120.78 tariff 3,189.44 Other 6,872.97 Total 1,215,819.57 1,415,685.45 Other explanation: 24. Interest payable In RMB Items Ending balance Opening balance Long-term borrowing interest for 33,395.64 installment Interest payable for short-term loans 133,672.29 Long-term accounts payable interest for 574,227.50 installment Total 741,295.43 Interest overdue without paid: In RMB Borrower Amount overdue Reasons 89 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Other explanation: 25. Other payable (1) Classification of other payable according to nature of account In RMB Items Ending balance Opening balance With 1 year 7,966,264.95 3,759,597.34 Over 1 year 3,931,454.35 3,365,063.54 Total 11,897,719.30 7,124,660.88 (2) Significant other payable with over one year age In RMB Items Ending balance Reasons of un-paid or carry-over Other explanation 26. Non-current liabilities due within one year In RMB Items Ending balance Opening balance Long-term loans due within one year 1,900,000.00 15,346,666.66 Deferred income due within one year 433,292.74 866,585.48 Total 2,333,292.74 16,213,252.14 Other explanation: 27. Long-term loans (1) Classification of long-term loans In RMB Items Ending balance Opening balance Credit loan 1,900,000.00 1,900,000.00 Total 1,900,000.00 1,900,000.00 Explanation on category of long-term loans: Other explanation, including interest rate section: 6.7650-7.0725 90 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 28. Long-term account payable (1) Listed by nature In RMB Items Ending balance Opening balance Employee loan 14,630,000.00 14,630,000.00 Other explanation: In 2014, Shandong Zhonglu Oceanic (Yantai) Food Co., Ltd. invested to establish the wholly-owned subsidiary Shandong Zhonglu Oceanic Refrigerator Co., Ltd., and raised special borrowing of RMB14,630,000.00 from staff of each branches and subsidiaries within the consolidation scope of the Company in respect of low temperature freezer project at annual interest rate of 9.00% with a term of two years commencing from 28 July 2014. 29. Long-term employee payable (1) Long-term employee payable In RMB Items Ending balance Opening balance I Post-employment benefit – net liability of 493,748.64 509,128.39 the defined benefit plan III. Other long-term welfare 1,630,191.80 1,271,854.02 Total 2,123,940.44 1,780,982.41 (2) Change of defined benefit plan Present value of the obligation of defined benefit plan: In RMB Items Current amount Amount of the period before Scheme assets: In RMB Items Current amount Amount of the period before Net liability(assets) of the defined benefit plan In RMB Items Current amount Amount of the period before Contents of defined benefit plan and the risks associate thereof, influences upon the Company’s future cash flow, timing and uncertainty: The material actuary assumption and sensitive analysis relating to defined benefit plan is explained as follows: Other explanation: 91 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 30. Deferred income In RMB Increase during the Decreased during the Items Opening balance Closing balance Causes year year Construction special Government subsidy 11,544,200.94 11,544,200.94 funds related to assets Fiscal ship-building Government subsidy 761,424.64 761,424.64 discount related to assets Total 12,305,625.58 12,305,625.58 -- Item with government subsidy concerned: In RMB Amount reckoned into Subsidy increase Assets-related/ Item Opening balance non-operation Other changes Closing balance during this period Income-related revenue in the Period Other explanation: 31. Share capital In RMB Changes in the Period (+,-) Opening Shares transfer Issuing new Ending balance balance Bonus shares from public Other Subtotal shares reserves Total shares 266,071,320.00 266,071,320.00 Other explanation: 32. Capital surplus In RMB Items Opening balance Increase in Period Decrease in Period Ending balance Capital premium (equity 186,356,883.99 186,356,883.99 premium) Other Capital surplus 94,888,331.97 1,249,736.64 96,138,068.61 Total 281,245,215.96 1,249,736.64 282,494,952.60 Other explanation, including changes and reasons for changes: 92 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 33. Other consolidated income In RMB Amount of this period Less: written in other Account comprehensive Opening Belong to Belong to Ending Items before income in balance Less : income parent minority balance previous period income tax in and carried tax expense company after shareholders tax after tax the year forward to gains and losses in current period (II) Other comprehensive income items which will be reclassified 52,881.19 2,960.53 2,960.53 55,841.72 subsequently to profit or loss Translation differences of foreign 52,881.19 2,960.53 2,960.53 financial sheet Total of other consolidated income 52,881.19 2,960.53 2,960.53 55,841.72 Other explanation, including the active part of the hedging gains/losses of cash flow transfer to initial reorganization adjustment for the arbitraged items: 34. Reasonable reserve In RMB Increase during the Decrease during this Items Opening balance Ending balance period period Other explanation, including changes and reasons for changes: 35. Surplus reserves In RMB Increase during the Decrease during this Items Opening balance Ending balance period period Statutory surplus 21,908,064.19 21,908,064.19 reserves Total 21,908,064.19 21,908,064.19 Other explanation, including changes and reasons for changes: 36. Retained profit In RMB Items This period Last period Retained profits at the end of last year before -14,376,699.17 -29,744,691.68 93 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 adjustment Retained profits at the beginning of the year after -14,376,699.17 -29,744,691.68 adjustment Add: The net profits belong to owners of patent 15,367,992.51 company of this period Retained profit at period-end -25,300,607.16 -14,376,699.17 Details about adjusting the retained profits at the beginning of the period: 1) The retroactive adjustments to Accounting Standards for Business Enterprises and its relevant new regulations affect the retained profits at the beginning of the period amounting to 0 Yuan. 2) The changes in accounting policies affect the retained profits at the beginning of the period amounting to 0 Yuan. 3) The major accounting error correction affects the retained profits at the beginning of the period amounting to 0 Yuan 4) Merge scope changes caused by the same control affect the retained profits at the beginning of the period amounting to 0 Yuan. 5) Other adjustments affect the retained profits at the beginning of the period amounting to 0 Yuan 37. Operating income and cost In RMB Amount of this period Amount of last period Items Income Cost Income Cost Main operating 349,194,696.09 341,048,304.67 255,542,481.66 238,212,823.44 Other operating 5,493,023.05 845,220.71 4,474,102.95 913,210.74 Total 354,687,719.14 341,893,525.38 260,016,584.61 239,126,034.18 38. Business tax and surcharges In RMB Items Amount of this period Amount of last period Business tax 100,045.42 65,412.51 City maintenance and construction tax 38,753.32 85,573.82 Educational surtax 27,680.94 61,112.52 House property tax 215,700.00 154,500.00 Other 22,048.16 25,432.11 Total 404,227.84 392,030.96 Other explanation: 39. Sales expenses In RMB 94 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Items Amount of this period Amount of last period Payroll payable 584,154.38 489,983.40 Port surcharge 1,812,379.48 983,277.01 Freight and miscellaneous charges 451,630.24 381,004.75 Customs censoring charges 23,037.00 21,041.94 Travelling charge 193,257.50 165,979.96 Business publicity expenses 0.00 25,055.00 Other 109,909.75 72,272.42 Total 3,174,368.35 2,138,614.48 Other explanation: 40. Administrative expenses In RMB Items Amount of this period Amount of last period Payroll payable 10,748,520.38 11,285,018.16 Depreciation 791,900.81 680,995.85 Travelling charge 419,807.65 435,241.76 Business entertainment expenses 663,237.18 435,390.78 Expense of taxation 717,046.16 513,233.53 Vehicles charge 296,841.33 321,127.20 Attorney charge 727,835.60 742,962.80 Office allowance 270,482.59 145,930.58 Property water and electricity 385,176.68 222,890.80 Amortization of intangible assets 191,935.08 122,008.50 Other 1,676,831.27 1,672,578.17 Total 16,889,614.73 16,577,378.13 Other explanation: 41. Financial expenses In RMB Items Amount of this period Amount of last period Interest costs 2,470,646.97 1,529,736.37 Less: interest income 169,697.04 133,915.91 Exchange loss 412,477.29 519,064.60 95 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Less: exchange gains 970,871.64 967,018.35 Handing expense 198,190.28 196,061.67 Other expense 24,095.53 -52,217.84 Total 1,964,841.39 1,091,710.54 Other explanation: 42. Non-operating revenue In RMB Amount reckoned in current Items Amount of this period Amount of last period non-recurring gains/losses Including: income from 18,634.61 disposal of fixed assets Government subsidies 439,542.74 426,198.74 439,542.74 Other 103,190.67 33,748.60 103,190.67 Total 542,733.41 478,581.95 542,733.41 Government subsidy reckoned into current gains/losses: In RMB Item Amount of this period Amount of last period Assets-related/income-related Construction subsidy of Blue 419,104.74 419,104.74 Assets-related Economic Zone Specific funds for the economic and technological cooperation 6,250.00 Income-related with foreign countries Finance discount 14,188.00 7,094.00 Assets-related Total 439,542.74 426,198.74 -- Other explanation: Note 1. In accordance with the notice of construction special funds plans as 2nd RMB 800 million “Two districts” of 2011 and 2nd of 2011 Shandong peninsula blue economic development districts and Yellow River Delta Efficient Ecological Economic Districts, that is Yan Fa Gai Tou Zi [2011] No. 464 issued from Yantai Development and Reform Commission and Yantai Municipal Finance Bureau, “issued the budget index of the enterprise for year of 2011” (Yan Kai Cai Yu [2011] No.514) from Yantai Economic and Technological Development Zone Finance Bureau, the specific index of RMB13,600,000.00 of the Construction of Blue Economic Zone from Yantai Development Zone Finance Bureau, RMB 6,800,000.00 to the account in 2012 and RMB 6,800,000.00 to the account in 2013; relevant amount has been reckoned into deferred income while received by the Company, and amorized by average method based on relevant asset’s predicted rest service life, the non-operation revenue for year of 2013 amounting to RMB 379,380.10, while RMB 838,209.48 for the year of 2014, and first half of 2015 amounting to RMB 419,104.74 Note2. In accordance with the notice of 2013 budget index of fiscal discount fund for provincial deep-sea fishing 96 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 enterprises Lu Cai Nong Zhi [2013] No.32 printed and issued by Office of Shandong Financial Department dated 25 June 2013, the Company received a financial discount RMB 830,000.00 for year of 2013, the current deferred income received and amorized by average method based on relevant asset’s predicted rest service life, the non-operation revenue for year of 2013 amounting to RMB 11,823.36, while RMB 28,376.00 for the year of 2014, and first half of 2015 amounting to RMB 14,188.00 43. Non-operating expenditure In RMB Amount reckoned in current Items Amount of this period Amount of last period non-recurring gains/losses Total income from disposal of 1,745,126.82 291,933.45 1,745,126.82 non-current assets Including: losses from disposal 1,745,126.82 291,933.45 1,745,126.82 of fixed assets Foreign donations 1,000.00 1,000.00 1,000.00 Other 6,180.00 6,624.00 6,180.00 Total 1,752,306.82 299,557.45 1,752,306.82 Other explanation: 44. Income tax expenses (1) Statement of income tax expense In RMB Items Amount of this period Amount of last period Current income tax expense 259,441.63 144,258.54 Total 259,441.63 144,258.54 (2) Adjustment on accounting profit and income tax expenses In RMB Items Amount of this period Total profit -10,848,431.96 Income tax expense 259,441.63 Other explanation 97 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 45. Other comprehensive income See Note 33 46. Items of statement of cash flow (1) Other cash received in relation to operation activities In RMB Items Amount of this period Amount of last period Including: financial expense- interest 167,412.00 134,566.40 income Government subsidy Financing products expired Margin expired 3,050.00 Intercourse funds and others 21,415,623.45 8,692,500.57 Total 21,586,085.45 8,827,066.97 Explanation on other cash received in relation to operation activities: (2) Other cash paid in relation to operation activities In RMB Items Amount of this period Amount of last period Including: sales expenses paid in cash 2,888,318.16 1,775,906.26 Expenses of management cash paid 8,545,389.69 12,193,990.72 Purchase of financial products LC Margin Intercourse funds and others 14,966,130.15 5,576,120.43 Total 26,399,838.00 19,546,017.41 Explanation on other cash paid in relation to operation activities: (3) Cash received from other investment activities In RMB Items Amount of this period Amount of last period Explanation on cash received from other investment activities (4) Cash paid related with investment activities In RMB Items Amount of this period Amount of last period Explanation on cash paid related with investment activities (5) Other cash received in relation to financing activities In RMB Items Amount of this period Amount of last period 98 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Explanation on other cash received in relation to financing activities (6) Cash paid related with financing activities In RMB Items Amount of this period Amount of last period Explanation on cash paid related with financing activities: 47. Supplementary information to statement of cash flow (1) Supplementary information to statement of cash flow In RMB Supplementary information This Period Last Period 1. Net profit adjusted to cash flow of -- -- operation activities: Net profit -11,107,873.59 725,582.28 Add: Assets impairment provision -11,613,635.92 -21,492,419.66 Depreciation of fixed assets, consumption of oil assets and depreciation of productive 18,505,486.96 13,281,060.26 biology assets Amortization of intangible assets 197,868.38 122,008.50 Amortization of long-term deferred expenses 119,829.06 Loss from disposal of fixed assets, intangible assets and other long-term assets(gain is 1,642,496.15 272,933.45 listed with “-”) Loss of disposing fixed assets (gain is listed 0.00 -1,548.60 with “-”) Loss of change in fair value (gain is listed 0.00 with “-”) Financial expenses (gain is listed with “-”) 2,409,131.85 1,235,657.97 Decrease of inventory (increase is listed with -27,528,427.21 26,242,704.59 “-”) Decrease of operating receivable accounts 35,522,323.27 16,731,116.39 (increase is listed with “-”) Increase of operating payable accounts -4,890,458.65 -35,230,698.91 (decrease is listed with “-”) Other -164,466.90 Net cash flow arising from operating 3,256,740.30 1,721,929.37 activities 2. Material investment and financing not -- -- involved in cash flow 3. Net change of cash and cash equivalents: -- -- 99 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Balance of cash at period end 42,005,537.75 42,334,283.42 Less: Balance of cash equivalent at 44,980,211.04 53,935,725.66 year-begin Net increasing of cash and cash equivalents -2,974,673.29 -11,601,442.24 (2)Net cash paid for subsidiary obtained in the Period In RMB Amount Including: -- Including: -- Including: -- Other explanation: (3)Net cash received from subsidiary disposal in the Period In RMB Amount Including: -- Including: -- Including: -- Other explanation: (4) Constitution of cash and cash equivalent In RMB Items Ending balance Opening balance Ⅰ. Cash 42,005,537.75 44,980,211.04 Ⅲ. Balance of cash and cash equivalent at 42,005,537.75 44,980,211.04 period-end Other explanation: 48. Item of foreign currency (1) Item of foreign currency In RMB Closing balance of foreign Items Rate of conversion Ending RMB balance converted currency Monetary fund -- -- 785,078.26 100 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Including: USD 50,244.61 307,175.45 6.1136 EUR 15.00 103.05 6.8699 ZAR 12,000.00 7,000.22 0.58 IDR 858,000.00 511.70 0.00 BRL 1,969.00 5,129.28 2.61 GNF 0.00 0.00 GHS 329,236.15 465,158.56 1.4128 Bank deposit 17,345,366.38 Including: USD 2,763,011.80 16,891,948.94 6.1136 JPY 1,284,239.00 64,278.73 0.050052 EUR 16,645.83 114,355.19 6.8699 SGD 462.09 2,106.21 4.558 GHS 193,001.63 272,677.32 1.4128 Accounts receivable -- -- 33,821,080.38 Including: USD 5,010,170.81 30,630,180.26 6.1136 JPY 63,751,700.50 3,190,900.11 0.050052 Other receivable 69,509.43 Including: USD 11,369.64 6.1136 69,509.43 Other explanation: (2) Explanation on foreign operational entity, including as for the major foreign operational entity, disclosed main operation place, book-keeping currency and basis for selection; if the book-keeping currency changed, explain reasons √ Applicable □ Not applicable major foreign operation Foreign main operation Book-keping currency Basis 101 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 entity place HABITAT Panama CNY The economic enviornment INTERNATIONAL in the operation sites CORPORATION LAIF FISHERIES Garner USD The economic enviornment COMPANY LIMITED in the operation sites YAW ADDO FISHERIES Garner USD The economic enviornment COMPANY LIMITED in the operation sites VIII. Equity in other entity 1. Equity in subsidiary (1) Constitute of enterprise group Main operation Share-holding ratio Subsidiary Registered place Business nature Acquired way place Directly Indirectly Shandong Zhonglu Fishery Shandong Shandong Refrigerated 100.00% Investment Shipping Co., Qingdao Qingdao transport Ltd. Shandong Zhonglu Oceanic Shandong Yantai Shandong Yantai Food processing 100.00% Investment (Yantai) Foods Co., Ltd. Shandong Shandong Shandong Zhonglu Haiyan Pelagic fishing 81.26% Investment Qingdao Qingdao Oceanic Co., Ltd. HABITAT Panama Panama INTERNATION Refrigerated 100.00% Investment AL transport CORPORATION YYAW ADDO Garner Garner Pelagic fishing 100.00% Operating lease FISHERIES Explanation on share-holding ratio in subsidiary different from ratio of voting right: Basis for controlling the invested entity with half or below voting rights held and without controlling invested entity but with over half and over voting rights: Controlling basis for the structuring entity included in consolidated range: Basis on determining to be a agent or consignor: Other explanation: 102 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 (2) Important non-wholly-owned subsidiary In RMB Dividend announced to Share-holding ratio of Gains/losses attributable Ending equity of Subsidiary distribute for minority in minority to minority in the Period minority the Period Shandong Zhonglu 18.74% -183,965.60 24,371,232.26 Haiyan Oceanic Co., Ltd. Explanation on share-holding ratio of minority different from ratio of voting right: Other explanation: (3) Main finance of the important non-wholly-owned subsidiary In RMB Ending balance Opening balance Subsidia Non-curr Non-curr Non-curr Non-curr Current Total Current Total Current Total Current Total ry ent ent ent ent assets assets liability liability assets assets liability liability assets liability assets liability Shandon g Zhonglu 46,697,7 100,843, 147,540, 8,934,32 761,424. 9,695,74 43,220,4 15,012,3 58,232,8 7,251,42 7,251,42 Haiyan 19.68 116.82 836.50 4.15 64 8.79 42.84 60.60 03.44 1.94 1.94 Oceanic Co., Ltd. In RMB Amount of this period Amount of last period Cash flow Cash flow Total Total Subsidiary Operation from Operation from Net profit comprehensi Net profit comprehensi Income operation Income operation ve income ve income activity activity Shandong Zhonglu 12,985,795.4 Haiyan 2,337,427.00 -981,673.40 -981,673.40 -3,932,820.05 -2,603,617.99 -2,604,370.81 4,121,172.71 1 Oceanic Co., Ltd. Other explanation: 103 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 (4) Use of the corporate funds and major limitation of debt liquidation of the group (5) Financial supporting or other supports offer to the structured body, which included in consolidation statement scope Other explanation: 2. Transaction that has owners equity shares changed in subsidiary but still with controlling rights (1) Owners equity shares changed in subsidiary (2) Impact on minority’s interest and owners’ equity attributable to parent company In RMB Other explanation 3. Equity in joint venture and cooperative enterprise (1) Important joint venture and cooperative enterprise Share-holding ratio Accounting treatment on Main operation investment for Name Registered place Business nature place Directly Indirectly joint venture and cooperative enterprise Share-holding ratio or shares enjoyed different from voting right ratio: Basis of the voting rights with 20% below but with major influence, or without major influence but with over 20% (20% included) voting rights hold: (2) Main financial information of the important joint venture In RMB Ending balance /Amount of this period Opening balance /Amount of last period Other explanation (3) Main financial information of the important cooperative enterprise In RMB 104 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Ending balance /Amount of this period Opening balance /Amount of last period Other explanation (4) Summary of the financial information for those minor joint venture and affiliates In RMB Ending balance /Amount of this period Opening balance /Amount of last period Joint venture: -- -- Total of the items counted by share-holding -- -- ratio Cooperative enterprise: -- -- Total of the items counted by share-holding -- -- ratio Other explanation (5) Major limitation of the capital transfer to the Company from joint venture or affiliates (6)Excess deficit arising from joint venture or affiliates In RMB Loss un-confirmed in the Period Accumulative loss Accumulative loss confirmed at Joint venture or affiliates (or net profit shared in the un-confirmed previous period-end Period) Other explanation (7)Un-confirmed commitment with joint venture investment concerned (8)Contingency with investment of joint venture investment concerned 4. Major co-management Share-holding ratio /shares enjoyed Name Main operation place Registered place Business nature Directly Indirectly Explanation on difference of the voting rights over share-holding or share enjoyed in co-management: As for the independent entity, basis of co-management classification: Other explanation 5. Equity of structured entity that out of the consolidated financial statement scope Explanation on structured entity that out of the consolidated statement scope: 105 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 6. Other IX. Related party and related transactions 1. Parent company of the enterprise Share-holding ratio Voting right ratio on Parent company Registration place Business nature Registered capital on the enterprise for the enterprise parent company Investment and Shandong management, State-owned Assets management and Jinan Shandong RMB 4,500,000,000 33.07% 33.07% Investment Holdings operation of assets, Co., Ltd. managed operations, investment advisory Explanation on parent company of the enterprise Ultimate controller of the Company is Shandong State-owned Assets Investment Holdings Co., Ltd. Other explanation: 2. Subsidiary of the Enterprise Found more in Note VIII. 1.” Equity in subsidiary” 3. Cooperative enterprise and joint venture Found more in Note. Other cooperative enterprise and joint venture that have related transaction with the Company in the Period or occurred in previous period Name Relationship Other explanation 4. Other related party Other related party Relationship with the Enterprise Luxin Investment Holding Company Limited Shareholders with over 5% shares held Other explanation 106 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 5. Related transaction (1) Goods purchasing, labor service providing and receiving Goods purchasing/labor service receiving In RMB Whether over the Amount of this Trading limit Related party Content approved limited or Amount of last period period approved not Goods sold/labor service providing In RMB Related party Content Amount of this period Amount of last period Explanation on goods purchasing, labor service providing and receiving (2)Related trusteeship management/contracts and entrusted management/outsourcing Statement of trusteeship management/contract: In RMB Managed Managed earnings Client/Contract-o Entrusting Trustee/assts earnings /pricing Trustee /start Trustee /ends confirmed in the ut party party/Contractor contract of the contract period / contract earnings earnings Related managed/contract: Entrusted management/outsourcing: In RMB Entrusted Trustee fee / earnings Client/Contract-o Entrusting Entrust /assets Entrust /start Entrust /ends pricing of the confirmed in the ut party party/Contractor outsourcing outsourcing period / outsourcing costs Related management/ outsourcing: (3) Related lease As a lessor for the Company: In RMB Lease income in recognized in Lease income in recognized last Lessee Assets type the Period the Period As a lessee for the Company: 107 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 In RMB Lease income in recognized in Lease income in recognized last Lessor Assets type the Period the Period Explanation on related lease (4) Related guarantee As the guarantor In RMB Secured party Amount guarantee Start End Completed or not (Y/N) As the secured party In RMB Guarantor Amount guarantee Start End Completed or not (Y/N) Explanation on related guarantee (5) Related party’s fund loan In RMB Related party Fund loan Start End Note Borrowing Lending (6) Related party’s assets transfer and debt reorganization In RMB Related party Content Amount of this period Amount of last period (7) Remuneration of key manager In RMB Items Amount of this period Amount of last period Li Wenyi 342,864.00 286,800.00 Chi Weizhen 296,183.00 246,760.00 Song Wenjian 273,263.00 230,960.00 Zhou Feng 212,943.00 230,960.00 Li Ming 273,263.00 230,960.00 Zhang Weiping 273,263.00 230,960.00 108 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 (8) Other related transactions 6. Receivable/payable items of related parties (1) Receivable item In RMB Ending balance Opening balance Item Related party Book balance Bad debt reserves Book balance Bad debt reserves Shandong Zhonglu Other receivable Fishery Shipping 24,714,718.67 24,714,718.67 Co., Ltd. LAIF FISHERIES Other receivable COMPANY 147,069.65 131,276.21 LIMITED YAW ADDO Other receivable FISHERIES 7,734,887.47 7,709,976.22 CO.,LTD YAW ADDO Long term FISHERIES 7,236,525.26 6,874,109.21 receivable CO.,LTD Shandong Zhonglu Account receivable Oceanic (Yantai) 2,000,000.00 1,948,835.00 Foods Co., Ltd. (2) Payable item In RMB Item Related party Ending book balance Opening book balance Habitat International Other payables 10,641,695.68 14,406,939.79 Corporation Shandong Zhonglu Haiyan Other payables 8,899,848.34 26,047,415.63 Oceanic Co., Ltd. 109 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 7. Commitments of related party 8. Other X. Share-based payment 1. Share-based payment □ Applicable √ Not applicable 2Share-based payment settled by equity □ Applicable √ Not applicable 3. Share-based payment settled by cash □ Applicable √ Not applicable 4. Amendment and termination of the share-based payment 5. Other XI. Principle notes of financial statements of parent company 1. Accounts receivable (1)Category of account receivable In RMB Ending balance Opening balance Book balance Bad debt reserves Book balance Bad debt reserves Category Book Accrual Accrual Book value Amount Ratio Amount value Amount Ratio Amount ratio ratio Account receivable with bad debt 7,690,05 6,080,37 1,609,676 15,455, 6,080,378 9,375,347.4 100.00% 39.34% provision accrual by 5.34 8.46 .88 725.90 .46 4 portfolio 7,690,05 6,080,37 1,609,676 15,455, 6,080,378 9,375,347.4 Total 100.00% 39.34% 5.34 8.46 .88 725.90 .46 4 Account receivable with major single amount and withdrawal bad debt provision single at period-end: □ Applicable √ Not applicable Account receivable with bad debt provision withdrawal by method of account age in portfolio: √ Applicable □ Not applicable 110 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 In RMB Ending balance Account age Account receivable Bad debt reserves Accrual ratio Sub-item of within one year 2-3 years 1,037.33 518.67 50.00% Over three years 5,689,018.01 6,079,859.79 100.00% Total 5,690,055.34 6,080,378.46 Explanation on portfolio basis: In combination, withdrawal proportion of bad debt provision based on balance proportion for account receivable: □ Applicable √ Not applicable In combination, withdrawal proportion of bad debt provision based on other methods for account receivable: Portfolio Ending Opening Book balance Accrual ratio Bad debt Book Accrual ratio Bad debt % reserves balance % reserves Risk-free portfolio 2000000.00 1,948,835.00 Total 2000000.00 1,948,835.00 (2)Bad debt provision accrual, switch-back or taken back in reporting period Amount accrual in the Period; amount switch-back or taken back in the Period 。 Including major amount of bad debt provision that switch-back or taken back in the Period: In RMB Company Amount switch back or taken back Way (3) Account receivables actually written-off during the reporting period In RMB Items Amount verified Including major account receivables written-off: In RMB Occurred due to Company Nature Amount verified Reasons Verified procedures related transaction (Y/N) Explanation on account receivable written-off : 111 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 (4)Top five receivables collected by arrears party at ending balance Company Ending balance Ratio in ending balance of Balance of bad debt account receivable (%) provision PANDA 3600962.12 47% 3600962.1 Haifeng Company 430625.10 6% 430625.10 Wholesale dept. 158154.98 2% 158154.98 Daqun 156875.50 2% 156875.50 Han Xue 293209.20 4% 293209.20 (5)Account receivables derecognized due to financial assets transfer (6)Transfer the account receivable and assets & liabilities arising from further involvement Other explanation: 2. Other accounts receivable (1)Category of other account receivable In RMB Ending balance Opening balance Book balance Bad debt reserves Book balance Bad debt reserves Category Book Accrual Accrual Book value Amount Ratio Amount value Amount Ratio Amount ratio ratio Other account receivable with bad 42,141,9 3,556,33 38,585,64 37,625, 3,556,332 34,069,621. 100.00% 9.45% debt provision 72.32 2.05 0.27 953.95 .05 90 accrual by portfolio 42,141,9 3,556,33 38,585,64 37,625, 3,556,332 34,069,621. Total 100.00% 9.45% 72.32 2.05 0.27 953.95 .05 90 112 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Other account receivable with major single amount and withdrawal bad debt provision single at period-end: □ Applicable √ Not applicable Other account receivable with bad debt provision withdrawal by method of account age in portfolio: √ Applicable □ Not applicable In RMB Ending balance Account age Other receivable Bad debt reserves Accrual ratio Sub-item of within one year 1-6 months 1,710,357.07 96,586.81 0.00% 6-12 months 421,693.57 42,169.36 10.00% Subtotal within one year 2,132,050.64 138,756.17 1-2 years 59,977.98 17,993.39 30.00% 2-3 years 0.00 Over three years 3,399,582.49 3,399,582.49 100.00% Total 5,591,611.11 3,556,332.05 Explanation on portfolio basis: In combination, withdrawal proportion of bad debt provision based on balance proportion for other account receivable □ Applicable √ Not applicable In combination, withdrawal proportion of bad debt provision based on other methods for other account receivable √ Applicable □ Not applicable Portfolio Ending Opening Book balance Accrual Book balance Accrual Bad debt Bad debt ratio ratio reserves reserves % % Risk-free portfolio 36550361.21 32,555,971.10 Total 36550361.21 32,555,971.10 (2)Bad debt provision accrual, switch-back or taken back in reporting period Amount accrual in the Period; amount switch-back or taken back in the Period Including major amount of bad debt provision that switch-back or taken back in the Period: In RMB Company Amount switch-back or taken back Way (3)Other receivables actually written-off during the reporting period In RMB 113 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Items Amount verified Including major other account receivables written-off:: In RMB Occurred due to Nature of other Company Amount verified Reasons Verified procedures related transaction receivables (Y/N) Explanation on write-off of other receivables: (4) Other receivables by nature In RMB Nature Ending book balance Opening book balance Internal transactions in the Company 36,550,361.21 32,555,971.10 Payment of claims of the People’s Insurance 351,655.81 351,655.81 Company of China (PICC) Petty cash and other 5,239,955.30 4,718,327.04 Total 42,141,972.32 37,625,953.95 (5) top 5 other receivables collected by arrears party at ending balance In RMB Proportion in total Ending balance of Company Nature Ending balance Account age other receivables at bad debt provision year-end Shandong Zhonglu Internal transactions Fishery Shipping Co., 24,714,718.67 Over three years 58.65% in the Company Ltd. YAW ADDO FISHERIES Internal transactions 7,730,675.08 Over three years 18.34% COMPANY in the Company LIMITED HABITAT(USD Internal transactions 3,765,244.11 1-6 months 8.93% 17,582.79 account) in the Company PANDA Current money 3,600,962.12 Over three years 8.54% 3,600,962.12 PICC Payment of claims 351,655.81 1-6 months 0.83% 17,582.79 Total -- 40,163,255.79 -- 3,636,127.70 (6)Account receivable involved government subsidies In RMB 114 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Time, amount and basis Company Name Ending balance Ending account age estimated to received (7)Other account receivables derecognized due to financial assets transfer (8)Transfer the other account receivable and assets & liabilities arising from further involvement Other explanation: 3. Long-term equity investment In RMB Ending balance Opening balance Items Impairment Impairment Book balance Book value Book balance Book value provision provision Investment for 204,189,455.23 204,189,455.23 118,779,655.23 118,779,655.23 subsidiary Total 204,189,455.23 204,189,455.23 118,779,655.23 118,779,655.23 (1) Investment for subsidiary In RMB Ending balance of Increase during Decrease during Impairment Invested Unit Opening balance Ending balance impairment the period this period accrual provision HABITAT INTERNATIONA 12,476,145.60 12,476,145.60 L CORP. Shandong Zhonglu Fishery Shipping 22,869,513.38 22,869,513.38 Co., Ltd. Shandong Zhonglu Oceanic (Yantai) 55,448,185.24 55,448,185.24 Foods Co., Ltd. Shandong Zhonglu Haiyan Oceanic 27,985,811.01 85,409,800.00 113,395,611.01 Co., Ltd. Total 118,779,655.23 85,409,800.00 204,189,455.23 115 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 (2) Investment for associates and joint venture In RMB +,- Ending Other Cash Investme balance Additiona comprehe dividend Opening nt gains Other Ending of Company l Capital nsive or profit Impairme balance recognize equity Other balance impairme investmen reduction income announce nt accrual d under change nt t adjustmen d to equity provision t issued I. Joint venture II. Associated enterprise (3)Other explanation 4. Operating income and cost In RMB Amount of this period Amount of last period Items Income Cost Income Cost Main business 60,142,948.45 79,680,568.10 107,599,036.19 111,189,202.42 Other business 3,422,883.22 845,220.71 3,033,875.69 913,210.74 Total 63,565,831.67 80,525,788.81 110,632,911.88 112,102,413.16 Other explanation: 5. Investment gains In RMB Items Amount of this period Amount of last period 6. Other XII. Supplementary Information 1. Current non-recurring gains/losses √ Applicable □ Not applicable In RMB Item Amount Note Gains/losses from the disposal of -1,745,126.82 116 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 non-current asset Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to 439,542.74 national standards, which are closely relevant to enterprise’s business) Other non-operating income and expenditure 96,010.67 except for the aforementioned items Less: Impact on income tax 259,441.63 Total -1,469,015.04 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable 2. REO and earnings per share Earnings per share Profits during report period Weighted average ROE Diluted EPS Basic EPS (RMB/Share) (RMB/Share) Net profits belong to common stock -1.99% -0.04 -0.04 stockholders of the Company Net profits belong to common stock stockholders of the Company after -1.72% -0.04 -0.04 deducting nonrecurring gains and losses 3. Difference of the accounting data under accounting rules in and out of China (1) Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable √ Not applicable (2) Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable √ Not applicable 117 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 (3) Explain accounting difference over the accounting rules in and out of China; as for the difference adjustment for data audited by foreign auditing organ, noted the name of such foreign organ 4. Other 118 山东省中鲁远洋渔业股份有限公司 2015 年半年度报告全文 Section X. Documents available for reference I. Accounting statement of the Company with signature and seal from the person in charge of the Company, person in charge of the accounting works and person in charge of accounting; II. Original text of all documents of the Company as well as manuscript of the announcement that disclosed on website appointed by CSRC; III. Text of 2015 semi-annual report with signature and seal of the legal representative. Shandong Zhonglu Oceanic Fisheries Co., Ltd. Chairman: Li Wenyi 22 August 2015 119