Shanghai Chlor-Alkali Chemical Co., Ltd.
600618
2012 Annual Report
March 22, 2O13
上海氯碱化工股份有限公司 2012 年年度报告
Important Notice
1. The Board of Directors, the Supervisory Committee, Directors, Supervisors and senior executives of
the Company ensure the content of this Annual Report is true, accurate and integrative, not having
any false statement, misleading representation or significant omission, and will take joint and
several legal responsibilities for the Report.
2. All the Directors of the Company attended the Board meeting.
3. Shanghai Shu Lun Pan CPA Ltd. (special general partnership) issued an auditor's report with
standard and unqualified opinion for the Company.
4. Mr. Li Jun, principal of the Company, Mr. He Gang, principal in charge of accounting of the
Company (accounting officer), and Mr. Lai Yonghua, head of accounting department declare to
guarantee the truth, accuracy and integrity of the financial report in this Annual Report.
5. The proposal on profit distribution or the proposal on transferring of the public reserves into share
capital for the report period examined by the Board of Directors: According to the financial audit
report for 2012 issued by Shanghai Shu Lun Pan CPA Ltd. (special general partnership), in 2012 the
net profit of the parent company was RMB 73,953,344.75, and at beginning of the year the
undistributed profit of the parent company was - RMB 70,479,373.59. After offsetting the loss in the
undistributed profit and appropriating the statutory surplus reserves of RMB 347,397.12, the
Company should get distributable profit of RMB 3,126,574.04, i.e., RMB 0.0027 per share, at end of
the year. The Company plans not to make cash dividend distribution for 2012. Main reason: 1.
Earnings per share is low. 2. The total amount of distributable dividend is too small, less than RMB
0.01 per share and not covering the very small shareholders, so this does not meet the general
conditions for distributing dividend in cash.
6. The expectation for future plan included in this Report does not constitute the Company's substantial
commitment for the investors, we remind the investors to pay attention to the investment risks.
7. Is there any non-operational fund occupation by the controlling shareholder or the related parties?
No
8. Is there any guarantee for outside entities in violation of the stipulated decision-making process?
No
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上海氯碱化工股份有限公司 2012 年年度报告
Contents
1. Paraphrase and Important Risk Prompt ........................................................................................ 3
2. Company Profile................................................................................................................................ 4
3. Financial Highlights .......................................................................................................................... 6
4. Report of the Board of Directors ..................................................................................................... 9
5. Major Events ................................................................................................................................... 25
6. Changes in shareholding of the Company and particulars of shareholders .............................. 34
7. Particulars of the Directors, Supervisors, Senior Executives and Staff Members .................... 38
8. Company Governance .................................................................................................................... 44
9. Internal Control .............................................................................................................................. 47
10. Financial Accounting Report ....................................................................................................... 48
11. Documents for Reference .............................................................................................................. 61
2
1. Paraphrase and Important Risk Prompt
1. Paraphrase
In this Report, except otherwise indicated, these words and expressions should have the meanings as
follows:
Paraphrase for generally-used expressions
CSRC means China Securities Regulatory Commission
Shanghai Securities Shanghai Regulatory Bureau of China Securities Regulatory
means
Regulatory Bureau Commission
Huayi Group means Shanghai Huayi (Group) Company
The Company, Company,
means Shanghai Chlor-Alkali Chemical Co., Ltd.
Chlor-Alkali Chemical
molecular formula: NaOH; a soluble strong alkali. Sodium
hydroxide is easy to be solved into water, has strong alkalinity,
and can supply Na+ ion. These properties make it used widely in
Sodium hydroxide means
the industries such as soap-making, textile industry, printing and
dyeing, blanching, papermaking, petroleum refining, metallurgy
and other chemical industries.
molecular formula: Cl2. As an important chemical raw material,
chlorine gas is widely used in the industries such as
papermaking, printing and dyeing, pigment, bleaching powder,
Chlorine gas means
textile industry, chemical fiber, greasem petroleum, rubber,
plastic, pharmacy, disinfection, agricultural pesticide, metallurgy
and electronic industry.
the Company's production for paste resin mainly adopts two
processes, mixing method and seed emulsion polymerization,
Paste resin means
and the paste resin is mainly used in the products such as the
artificial leather, floor leather, wall paper, toy and bottle cap.
the special resin produced by the Company, mainly the customer
specially-used material, the medical resin with high polymeric
Special resin means level such as plasma bag, infusion tube and the seal with high
elasticity and the resin specially used for primary coating in
automobiles.
chlorinated polyvinyl chloride, mainly used in various pipes
CPVC means with different caliber and the related fittings such as elbow and
T-joint, the valve body and the wig.
2. Important prompt for risk:
The Company has described in details the risk factors existing in the Company in the Report. Please
consult the content about the risk factors possibly faced in the outlook for future development and the
countermeasures made by the Board of Directors.
上海氯碱化工股份有限公司 2012 年年度报告
2. Company Profile
1. Company information
Chinese name of the Company 上海氯碱化工股份有限公司
Short form 氯碱化工
English name of the Company SHANGHAI CHLOR－ALKALI CHEMICAL CO.，LTD.
Abbreviation SCAC
Legal representative of the
Mr. Li Jun
Company
2. Contact information
Secretary of the Board of Directors Securities representative
Name Xu Peiwen Shen Qinyi
Contact address 4747 Longwu Rd., Shanghai 4747 Longwu Rd., Shanghai
Tel. 021-64340601 021-64342640
Fax 021-64341341 021-64341438
E-mail shxpw@126.com shqy_0227@126.com
3. Basic information
Registered address of the Company 4747, 4800 Longwu Rd., Shanghai
Zip code of registered address 200241
Business address of the Company 4747 Longwu Rd., Shanghai
Zip code of business address 200241
Website www.scacc.com
E-mail dshmss@scacc.com
4. Information disclosure and filing site
Newspapers for information disclosure selected by China Securities News, Shanghai Securities News,
the Company Securities Post and Hong Kong Commercial Daily
Website appointed by China Securities Regulatory
www.sse.com.cn
Commission for carrying annual report
Site for filing annual report 4747 Longwu Rd., Shanghai
5. The Company's share
The Company's share
Stock exchange for listing of
Type of share Share name Share code
share
A share Shanghai Stock Exchange Chlor-Alkali Chemical 600618
B share Shanghai Stock Exchange Chlor-Alkali B Share 900908
6. Change of registration during the report period
1) Basic information
During the report period the Company did not make any change for its registration.
2) The consultation for the Company's first registration
For the Company's registration, please see the Brief Introduction to the Company in the 2011 Annual
Report.
4
上海氯碱化工股份有限公司 2012 年年度报告
3) Change in the Company's main business since its listing in stock market
The Company has not made any change in its main business since its listing in stock market.
4) Change in the Company's controlling shareholder since its listing in stock market
The Company has not changed its controlling shareholder since its listing in stock market.
7. Other relevant information
Shanghai Shu Lun Pan CPA Ltd. (special
Name
general partnership)
4th Floor, New Huangpu Financial Plaza, No.
Name of the public accounting Business address
61, East Nanjing Rd., Shanghai, China
firm engaged (domestic)
Name of the
China certified accountant: Sang Qimin
accountant for
China certified accountant: Ling Min
signature
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上海氯碱化工股份有限公司 2012 年年度报告
3. Financial Highlights
1. Main accounting data and financial indexes of previous 3 years before end of the report period
1) Main accounting data
Unit: RMB
Increase or
decrease of
current period
Main accounting data 2012 2011 2010
than same
period of last
year (%)
Operating income 6,340,883,649.76 5,762,526,037.15 10.04 5,736,501,433.87
Net profit attributable to
102,542,136.82 229,773,339.37 -55.37 141,371,791.68
shareholders of the Company
Net profit attributable to
shareholders of the Company,
65,211,838.90 189,253,732.10 -65.54 144,158,987.72
after non-recurring profit and
loss
Net cash flow from operating
644,308,830.14 710,046,662.19 -9.26 622,261,891.16
activities
Increase or
End of 2012 End of 2011 End of 2010
decrease (%)
Net assets attributable to
2,828,464,570.60 2,726,202,649.91 3.75 2,505,209,673.09
shareholders of the Company
Total assets 6,340,132,786.82 6,007,929,351.75 5.53 5,613,722,164.55
2) Main financial data
Increase or
decrease of
current period
Main financial indexes 2012 2011 2010
than same
period of last
year (%)
Basic earnings per share
0.0887 0.1987 -55.36 0.1223
(RMB/share)
Diluted earnings per share
0.0887 0.1987 -55.36 0.1223
(RMB/share)
Basic earnings per share after
non-recurring profit and loss 0.0564 0.1637 -65.55 0.1247
(RMB/share)
Return on net assets, weighted Decrease by 5.09
3.6921 8.7844 percentage points 5.65
average (%)
Return on net assets after
Decrease by 4.89
non-recurring profit and loss, 2.3480 7.2353 percentage points 5.77
weighted average (%)
Net assets per share
attributable to shareholders of 2.4459 2.3575 3.75 2.1664
the Company (RMB/share)
2. Items of non-recurring profit and loss and amount Unit: RMB
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上海氯碱化工股份有限公司 2012 年年度报告
Items of non-recurring Amount in
Note (if apply) Amount in 2011 Amount in 2010
profit and loss 2012
Mainly the income from
Profit and loss from
selling the equity interest in
disposal of non-current 12,512,201.40 26,696,105.82 19,273,364.18
Shanghai Chemical Industry
assets
Co., Ltd.
Tax return and
exemption approved by
the authority beyond its Mainly the received local
3,754,074.00 1,972,983.85
right, or without official award
approval file or
occasionally happened
Government subsidy
attributable to profit and
loss of current period,
except such government Mainly the fund for
subsidy closely related to examination and verification
the Company's normal of the technical renovation
business operation, 7,605,127.69 projects of Shanghai in 2012 34,105,987.51 99,787,957.80
meeting the regulation of and the project fund carried
national policy and forward in adjustment of
enjoyed constantly in industrial structure received
certain quota or quantity
according to a certain
standard
The income generated
when the cost for the
Company acquiring the
investment in the Mainly the income
subsidiaries, affiliated generated when acquiring
enterprises and the joint the 100% equity interest of
7,427,541.47
ventures is less than the its wholly-owned subsidiary,
fair value of the Shanghai Ruisheng
recognized net assets of Enterprise Co., Ltd.
the invested units
enjoyed while acquiring
the investment
The profit and loss from
change of fair value due
to holding of tradable
financial assets and
tradable financial
liabilities and the income
acquired from disposal of
Mainly the income from sale of
tradable financial assets, 136,030.13 125,484.00 879,369.00
tradable financial assets
tradable financial
liabilities and salable
financial assets, except
that from the effective
hedge business related to
the Company's normal
operating business
Return of provision for 7,405,732.81
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上海氯碱化工股份有限公司 2012 年年度报告
depreciation of
receivables with
depreciation tested
individually
Other non-operating
Indemnities and other
revenue and expenditure 2,528,619.33 81,716,513.82 195,423.65
income
other than above items
49% equity interest of
Luwei held before
purchasing 21% equity
interest of Luwei. The
difference between the fair
value and the book value of
Other profit and loss such equity interest at the
items meeting the day of purchase should be
definition of 4,311,535.50 attributed into the -115,863,185.50 -122,472,908.79
non-recurring profit and investment income of
loss current period, while other
composite income involved
by the 49% equity interest
held before the date of
purchase should be
transferred into investment
income.
Impact of minority
-876,846.11 4,554,376.69 -137,781.26
interests
Impact of income tax -67,985.49 -194,391.73 -312,620.62
Total 37,330,297.92 40,519,607.27 -2,787,196.04
3. Items measured with fair value
Unit: RMB
Change in current Impact on profit of
Item Beginning balance Closing balance
period current period
Salable financial
11,449,082.00 9,905,288.69 -1,543,793.31 0.00
assets
Total 11,449,082.00 9,905,288.69 -1,543,793.31 0.00
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上海氯碱化工股份有限公司 2012 年年度报告
4. Report of the Board of Directors
I. Discussion and analysis of the Board of Directors on the operation status during the report period
In 2012 the chlor-alkali industry was faced with great difficulties and a large number of companies in this
industry got loss, even worse than the period of financial crisis in 2008 and 2009 in the difficult level and
time span. Mainly three reasons: 1. The decrease of demand has caused decline in price. The superimposed
effect of the low world economy and the regulation and control of domestic economy has caused the
decrease of demand and continuously declining of the price of PVC and chlorine products. The sale price
of the Company's resin products and ethylene dichloride has decreased by 20% than the same period of last
year, causing loss in gross profit, the PVC produced with suspension method has got loss in the marginal
contribution and the sale price of partial liquid chlorine and absorption hydrochloric acid has decreased by
more than 80%. These factors have aggravated the falling down of the Company's operation results. 2. The
over production capacity has caused a low capacity operating rate. According to the statistics of China
Chlor-Alkali Industry Association, as of the end of 2012 the annual domestic production capacity of
sodium hydroxide reached 37,360,000 tons, an increase of 9.5% than previous year, and the output was
26,970,000 tons, an increase of 9.37% than previous year, with the capacity operating rate of 72.2%; the
annual production capacity of PVC reached 23,410,000 tons, an increase of 8.28% than previous year, and
the output was 13,150,000 tons, an increase of 1.53% than previous year, with the capacity operating rate
of 56.2% only. 3. The rising of energy price has caused increase of cost. Since December 1, 2011 the
selling price of electricity has averagely increased by about RMB 0.03 per KWH. The Company is in
Shanghai and the increase of electricity price is RMB 0.035 per KWH. This has caused the Company
increase its cost by more than RMB 0.1 billion than 2011, so the price of ethylene again reaches to the high
level in history.
Faced with such difficult situation, the Board of Directors, the management team and all the staff members
of the Company disposed the difficulties with great courage and wisdom, making the Company still get
profit in 2012 through strategic promotion, optimization in operating, technical innovation and
enhancement in management. In 2012 the Company realized gross operating income of RMB
6,341,000,000, an increase of 10.04% than previous year, operating profit of RMB 94,620,000, an increase
of 14.49% than previous year, gross profit of RMB 115,000,000, a decrease of 49.39% than last year, net
profit attributable to shareholders of the Company of RMB 102,000,000, a decrease of 55.37% than
previous year, and the investment income of RMB 108,360,000, an increase of 766.73% than previous
year.
1. Analysis on main business
1) Analysis on changes in relevant items in the income statement and cash flow statement
Unit: RMB
Same period of last
Item Current period Change ratio (%)
year
Operating income 6,340,883,649.76 5,762,526,037.15 10.04
Operating cost 5,700,714,055.07 4,923,157,869.57 15.79
Selling cost 151,977,833.76 119,134,006.71 27.57
Management cost 334,096,291.86 460,884,227.14 -27.51
Financial expenses 120,850,845.04 112,433,576.90 7.49
Net cash flow from operating activities 644,308,830.14 710,046,662.19 -9.26
Net cash flow from investment activities -332,740,540.86 -709,912,317.41
Net cash flow from financing activities -251,796,453.62 -7,062,528.71
Expenditure on R&D 47,492,856.85 39,948,019.97 18.18
2) Income
(1) Factor analysis on changes in business income
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上海氯碱化工股份有限公司 2012 年年度报告
The Company's operating income was RMB 6,340,880,000 in the report period, and RMB 5,762,530,000
in previous year, increasing by 10.04% than previous year. This is mainly caused by the Company's
merging new subsidiaries of Shanghai Ruisheng Enterprise Co., Ltd. and Shanghai Tiantai Addition
Agent Co., Ltd.
(2) Analysis on the factors influencing the Company's products income mainly from selling
Unit: '0000 tons
Increase or decrease
Product category Item 2012 2011
(%)
Sales volume 21.16 30.36 -30.30
Polyvinyl chloride resin Output 21.68 30.37 -28.61
Inventory 0.25 0.22 13.64
Sales volume 71.67 64.39 11.31
Sodium hydroxide Output 72.69 62.52 16.27
Inventory 1.68 0.52 223.08
Factor analysis:
1. The output and sales volume of polyvinyl chloride resin were decreased than same period of last year,
and this is mainly because the price of ethylene, the raw material of polyvinyl chloride resin, was rising
and causing big loss, so the output in this year was decreased to reduce the loss.
2. The output and sales volume of sodium hydroxide were increased than same period of last year, and
this is mainly because the technical renovation project for chlorine ternary cycle utilization with the
output of 160,000 tons per year in Huasheng Factory (Third Term of Huasheng) was completed and put
into production.
(3) Main customers
Unit: RMB
Total of sales amount to top 5 Ratio in total sales
1,999,682,760.23 31.55%
customers amount
Information of top 5 customers
No. Ratio in annual sales
Name of customer Sales amount
amount (%)
Bayer Material Technology (China)
1 503,165,761.75 7.94
Co., Ltd.
Shanghai Lianheng Isocyanic Ester
2 473,387,502.59 7.47
Co., Ltd.
South Petrochemical Group Co., Ltd.
3 450,871,794.87 7.11
Shanghai Branch
4 Shanghai BASF Polyurethane Co., Ltd. 354,289,857.01 5.59
5 MITSUBISHI CORPORATION 217,967,844.01 3.44
Total 1,999,682,760.23 31.55
3) Cost
(1) Cost analysis
Unit: RMB
Divided by sectors
Ratio in Ratio in Change ratio
Component of Same period of
Sector Current period total cost total cost between the
cost last year
(%) (%) current period
10
上海氯碱化工股份有限公司 2012 年年度报告
and same
period of last
year (%)
Industry Direct material 3,625,728,952.18 64.29 3,746,380,087.25 78.33 -3.22
Direct labour 137,128,536.73 2.43 111,463,354.33 2.33 23.03
Power 458,488,875.12 8.13 444,561,300.23 9.30 3.13
Manufacturing
549,705,596.11 9.75 468,001,538.08 9.79 17.46
cost
Total 4,771,051,960.14 84.60 4,770,406,279.89 99.74 0.01
Construction Direct material 1,022,365.18 0.02 1,681,221.95 0.04 -39.19
Direct labour 1,055,586.00 0.02 1,501,087.08 0.03 -29.68
Manufacturing
8,076,580.79 0.14 7,696,583.57 0.16 4.94
cost
Total 10,154,531.97 0.18 10,878,892.60 0.23 -6.66
Manufacturing
Service income 0.00 1,395,452.61 0.03 -100.00
cost
Trade income Purchase cost 858,493,245.91 15.22 0.00 0
Divided by products
Change ratio
between the
Ratio in Ratio in
Component of Same period of current period
Product Current period total cost total cost
cost last year and same
(%) (%)
period of last
year (%)
PVC Direct material 1,533,080,794.00 27.18 2,072,046,834.45 43.32 -26.01
Direct labour 31,265,079.64 0.55 23,649,115.92 0.49 32.20
Power 204,340,796.70 3.62 235,100,229.27 4.92 -13.08
Manufacturing
168,084,688.71 2.98 171,337,504.16 3.58 -1.90
cost
Total 1,936,771,359.05 34.34 2,502,133,683.80 52.31 -22.60
Sodium
Direct material 720,445,733.90 12.77 612,710,206.46 12.81 17.58
hydroxide
Direct labour 13,649,198.48 0.24 11,808,693.39 0.25 15.59
Power 149,058,139.46 2.64 125,892,390.95 2.63 18.40
Manufacturing
136,287,963.52 2.42 125,216,762.65 2.62 8.84
cost
Total 1,019,441,035.36 18.08 875,628,053.45 18.31 16.42
Chlorine
Direct material 1,363,607,981.53 24.18 1,057,922,223.43 22.12 28.89
products
Direct labour 23,430,353.36 0.42 20,094,485.87 0.42 16.60
Power 99,598,481.23 1.77 77,547,978.18 1.62 28.43
Manufacturing
199,051,377.71 3.53 142,419,803.60 2.98 39.76
cost
Total 1,685,688,193.83 29.89 1,297,984,491.08 27.14 29.87
(2) Main suppliers
Unit: RMB
Total of purchase amount from Ratio in total purchase
2,912,388,333.69 49.92%
top 5 suppliers amount
Information of top 5 suppliers
No. Name of customer Sales amount Ratio in annual sales
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上海氯碱化工股份有限公司 2012 年年度报告
amount (%)
Shanghai Municipal Electric Power
1 Company Jinshan Power Supply 856,643,702.37 14.68
Branch
Shanghai Secco Petrochemical
2 853,654,896.83 14.63
Industry Co., Ltd.
Changshu Huihai Chemical
3 450,521,366.80 7.72
Warehousing Co., Ltd.
Sinopec Shanghai Petrochemical Co.,
4 404,758,046.94 6.94
Ltd. (oil refining chemical department)
5 Minhang Power Supply Bureau 346,810,320.75 5.95
Total 2,912,388,333.69 49.92
4) Expenses
Unit: RMB
Increase or decrease
Item 2012 2011
(%)
Selling cost 151,977,833.76 119,134,006.71 27.57
Management cost 334,096,291.86 460,884,227.14 -27.51
Financial expenses 120,850,845.04 112,433,576.90 7.49
Income tax expense 3,783,886.50 752,474.03 402.86
Analysis on reasons for change of expenses:
1. The selling cost increased by 27.57% than the same period of last year, and this is mainly caused by the
increase of freight and warehouse fee for selling of the goods in this year.
2. The management cost decreased by 27.51%, and this is mainly caused by the decrease of the employee
coordination fee in this year than previous year.
3. The expense of income tax increased by 402.86% than the same period of last year, and this is mainly
caused by the income tax paid by the new subsidiaries consolidated in this year.
5) Expenditure on R&D
(1) Expenditure on R&D
Unit: RMB
The cost of R&D expenditure 47,467,050.88
The capitalization of R&D expenditure 25,805.97
Total of R&D expenditure 47,492,856.85
The ratio of total R&D expenditure in the net
1.63
assets (%)
研发支出总额占营业收入比例（%） 0.75
Note:
In 2012 the Company's R&D was mainly concentrated on the optimization of industrial chain and new
material development with the main research projects such as "process development for chlorine gas
made through catalytic oxidation of hydrogen chloride", "research on CPVC series products development
and processing application" and "development on specific PVC resin". The project of "process
development for chlorine gas made through catalytic oxidation of hydrogen chloride" is mainly to make
systematic research on the bearer and active components of the catalyst, optimize the preparation process
for catalyst, analyze the inactivating mechanism of catalyst, and enhance the running stability of catalyst.
The project of "research on CPVC series products development and processing application" is mainly to
conduct the research on the formulation for processing of CPVC plates and improved the formulation for
tubing and fittings of CPVC. The project of "development on specific PVC resin" is mainly to conduct
the development work on "the paste resin for disposable glove material" and "chlorine vinegar mixed
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上海氯碱化工股份有限公司 2012 年年度报告
copolymer resin" to enhance the specializing rate of the Company's products and the differentiated
competitive advantage of the Company.
6) Cash flow
Unit: RMB
Item 2012 2011 Difference
Net cash flow of
644,308,830.14 710,046,662.19 -65,737,832.05
operating activities
Net cash flow of
-332,740,540.86 -709,912,317.41 377,171,776.55
investment activities
Net cash flow of
-251,796,453.62 -7,062,528.71 -244,733,924.91
financing activities
Note:
1. The decrease of net cash flow of operating activities is mainly caused by decrease of selling price of
products and decrease of cash inflow.
2. The increase of net cash flow of investment activities is mainly because the outflow of project fund is
reduced in the report period.
3. The decrease of net cash flow of financing activities is mainly because the outflow of fund increased due
to the repayment of loans.
7) Other
(1) Detailed explanation on significant changes of the profit structure or profit source of the Company
Unit: RMB
Item 2012 2011 Increase or decrease (%)
Operating tax and
23,582,922.84 34,464,638.69 -31.57
surcharges
Loss from assets
23,403,016.12 42,310,173.24 -44.69
depreciation
Investment income 108,360,721.34 12,502,205.94 766.73
Non-operating revenue 22,748,607.99 157,473,062.33 -85.55
Non-operating expense 2,418,258.02 12,981,471.33 -81.37
Gross profit 114,949,756.38 227,135,341.84 -49.39
Net profit 111,165,869.88 226,382,867.81 -50.89
Note:
1. The decrease of business tax and surcharges is caused by the decrease of the business tax payable in
current year.
2. The decrease of loss from assets depreciation is caused by the decrease of provision for impairment of
fixed assets appropriated in current year than previous year.
3. The increase of investment income is caused by enhancing of the profitability of the affiliated
enterprises and the 49% equity interest of Luwei held before purchasing 21% equity interest of Luwei.
The difference between the fair value and the book value of such equity interest at the day of purchase
should be attributed into the investment income of current period, while other composite income
involved by the 49% equity interest held before the date of purchase should be transferred into
investment income.
4. The decrease of non-operating income is mainly caused by the contract penalty paid by Dow Chemical
Co. received in 2011.
5. The decrease of non-operating expenses is caused by the loss from disposal of non-current assets in
current year than the previous year.
6. The decrease of operating profit, gross profit and net profit is mainly caused by the decrease of the
selling price of the Company's leading products due to market impact and the impact of above factors.
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上海氯碱化工股份有限公司 2012 年年度报告
(2) Explanation on the progress of the development strategy and management plan
During the report period the Company implemented its strategic adjustment actively. In 2012 the
Company realized profitability finally, but the net profit attributable to shareholders of the Company
decreased by 55.37% than previous year and by 27.14% than the profit target proposed by the Board of
Directors at beginning of the year.
Concentration in the Chemical Park. In 2012 the projects such as Huasheng third term, Huasheng Dock
second term and Mitsubishi methane pipe were put into production successively, realizing the strategic
target of the Company for concentrating its major products. The Company's profitability in Chemical
Park has been greatly increased and the average sales income and gross profit of Huasheng Factory have
been significantly enhanced. Meanwhile, the Company further started the project of low-temperature
ethylene storage tank to improve the short supply for ethylene and provide guarantee for stabilizing the
price. In 2012 the Company completed the energy appraisal, safety appraisal, environment appraisal, the
preparing for appraisal report for earthquake safety and the evaluation of the specialists, and planned to
start the project construction in first half-year of 2013 and completed the project to be put into production
in second half-year of 2014. Regulation in Wujing base. The Company implemented the projects for
energy saving and emission reduction. Due to 10 projects for energy saving and emission reduction put
into operation in 2012 and the projects completed in 2011, the Company saved 6,000 tons of standard
coal in 2012. It stopped the calcium hypochlorite unit to reduce loss. It promoted the adjustment of
organization to make full use of the Company's human resource. It promoted the recruitment both inside
and outside the Company to add new forces to the Company and introduced the talents of high academic
level to optimize the personnel structure. It continued on reducing the surplus personnel. In 2012 the
Company reduced 203 employees.
Optimization for operation in Caojing and Wujing. The Company adhered to the united operation
between Wujing and Chaojing and further strengthened such united operation to realize the maximization
of the Company's economic benefit. It optimized reasonably the combination of raw material, did its best
to optimize the production operation with every efforts, focused on enhancing the output of sodium
hydroxide with good profitability, balanced well the production of three products line, i.e. sodium
hydroxide, PVC and chlorine, and ensure the stable running of the production operation through
adjustment between ethylene and liquid chlorine. It realized the optimization of marketing mode. In 2012
the third-term project of Chemical Park was completed and put into production, making the production
capacity for ethylene dichloride of Huasheng reach 720,000 tons per year. The sale of ethylene dichloride
and hydrochloric acid has gradually become important factor for restricting the load of the units in the
Chemical Park. The Company strived to conduct the adjustment for marketing system and concentrated
the market force into the selling for major products and target markets through consolidation of domestic
trade and overseas trade to realize the optimization of marketing management mode. It strengthened the
commercial negotiation between the upstream enterprise for increment and import volume of ethylene
and downstream enterprise for increment of chlorine resource to get win-win in development.
Speeding up of technology innovation. The Company got significant breakthrough in the industrialization
of new material. In 2012 the output and sales volume of chlorinated polyvinyl chloride (CPVC) unit with
the capacity of 10,000 tons/year, adopting aqueous phase method and having self-owned patent and
technique, all got breakthrough. Through process and technical renovation, the production, process and
quality of CPVC were continuously improved and optimized and the output was enhanced continuously.
The Company made full use of technology and marketing to open sales channel both in China and abroad
quickly, making breakthrough in sales volume of the products and great increase in export sales. It made a
good step in developing in the new material field. It got substantial breakthrough in R&D for the new
technology of making chlorine with hydrogen chloride (DEACON technology). In 2012 it focused on
catalyst, organizing scientific manpower to improve the industrialized performance of catalyst. It
completed the demonstration and design work for the kiloton pilot-plant plan and started the construction.
It is expected to finish the trial run and debugging in the first quarter of 2013, thus set the foundation for
cyclic utilization of the chlorine source.
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上海氯碱化工股份有限公司 2012 年年度报告
Upgrading of the management level. The Company improved its internal control system. In the first
quarter of 2012, the Company completed 84 internal control systems, risk database and the amending and
finalizing of the internal control manual and appraisal manual, starting to promulgate and implement
them since April 1. Meanwhile, according to the Guidance on the Articles of Association of
State-controlled Listed Company issued by Shanghai State-owned Assets Supervision and Administration
Commission and the Notice on the Matters Related to Further Implementation of Cash Dividends of
Listed Companies, the Company amended the Articles of Association and related systems to improved the
policy on distribution of cash dividends. Through establishment of long-time internal control system, the
Company regulated and strengthened the Company's internal control, ensured the effective realization of
the Company's development strategy goal and management plan, enhanced its management level and risk
prevention ability and promoted its sustainable development. The Company established its social
responsibility system. In 2012 based on the requirements for creating civilized unit and internal control of
listed company, it organized and prepared the Report on Social Responsibility of Business. In 9 aspects,
i.e. scientific development, recycling economy, win-win cooperation, industry development,
responsibility marketing and purchase, environmental protection and saving, safety production and health,
employee's development and mutual concern, harmonic community and beneficence and community
participation and development, the Company disclosed the content and information in its enterprise
strategy, governance structure, responsibility management, practice performance and responsibility
outlook and reflected the fruits acquired by the Company in advocating frontier spirit, observing laws and
statutes, advocating value conception and fulfilling social responsibility.
2. Analysis on industry, products and area operation
1) Main business divided by sectors and products
Unit: RMB
Main business by sectors
Gross Increase or Increase or
Increase or
Operating profit decrease of decrease of
Sector Operating cost decrease of gross
income rate operating operating
profit rate (%)
(%) income (%) cost (%)
Decrease by 3.91
Industry 5,354,385,385.51 4,771,051,960.14 10.89 -4.36 0.01
percentage points
Decrease by 2.90
Construction 10,550,509.06 10,154,531.97 3.75 -9.47 -6.66
percentage points
Service Decrease by 100
0.00 0.00 0 -100 -100
income percentage points
Trade Increase by 1.81
874,276,123.10 858,493,245.91 1.81 100 100
income percentage points
Decrease by 5.16
Total 6,239,212,017.67 5,639,699,738.02 9.61 11.19 17.92
percentage points
Main business by products
Gross Increase or Increase or
Increase or
Operating profit decrease of decrease of
Product Operating cost decrease of gross
income rate operating operating
profit rate (%)
(%) income (%) cost (%)
Decrease by 15.61
PVC 1,661,490,969.79 1,936,771,359.05 -16.57 -32.96 -22.60
percentage points
Sodium Increase by 1.14
1,630,699,124.73 1,019,441,035.36 37.48 18.55 16.42
hydroxide percentage points
Chlorine Decrease by 10.16
1,864,089,238.57 1,685,688,193.83 9.57 15.28 29.87
products percentage points
Other 1,082,932,684.58 997,799,149.78 7.86 670.78 833.09 Decrease by 16.03
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上海氯碱化工股份有限公司 2012 年年度报告
percentage points
Decrease by 5.16
Total 6,239,212,017.67 5,639,699,738.02 9.61 11.19 17.92
percentage points
2) Main business according to area
Unit: RMB
Increase or decrease than previous year
Area Operating income
(%)
China 5,643,542,263.02 11.37
Other countries 595,669,754.64 9.48
Total 6,239,212,017.67 11.19
3. Analysis on the assets and liabilities
1) Analysis on assets and liabilities
Unit: RMB
Ratio of
Ratio of closing Closing balance closing balance Change ratio
Item Closing balance balance in total of previous of previous of closing
assets (%) period period in total balance (%)
assets (%)
Other
10,779,462.95 0.17 17,803,002.27 0.30 -39.45
receivables
Inventories 401,049,834.13 6.33 267,251,385.63 4.45 50.06
Construction
455,983,782.08 7.19 814,666,854.26 13.56 -44.03
in progress
Engineering
7,136,262.70 0.11 22,828,311.90 0.38 -68.74
materials
Development
128,547.41 0.00 2,275,971.49 0.04 -94.35
expenditure
Dividends
3,402,443.92 0.05 2,566,880.88 0.04 32.55
payable
Long-term
64,000,000.00 1.01 45,000,000.00 0.75 42.22
loan
Note:
1. Other receivables: caused by decrease of the input tax transferred in for deduction in current period.
2. Inventories: mainly caused by the increase of the commodity stocks of ethylene dichloride than previous
year.
3. Construction in progress: mainly because the technical renovation project of ternary cycle utilization of
chlorine with the capacity of 160,000 tons per year was completed and carried forward to fixed assets.
4. Engineering material: special equipment used for construction in progress.
5. Development expenditure: The development expenditure is attributed to the net profit or loss of current
period.
6. Dividends payable: mainly from the increased consolidated subsidiaries.
7. Long-term loan: increase of loan.
4. Analysis on core competitive power
Advantage in commercial mode: Based on the demand from the down stream of Chemical Park, the
Company has built the units for sodium hydroxide with the capacity of 720,000 tons per year and for
ethylene dichloride with the capacity of 720,000 tons per year to provide the raw material of chlorine and
sodium hydroxide and absorb the by-product of hydrogen chlorine, thus forming an industrial chain of
recycling economy. It avoided the risk of market fluctuation through long-term sales agreement for alkali,
16
上海氯碱化工股份有限公司 2012 年年度报告
chlorine and ECU. This commercial mode of local supply cooperation has formed the Company's unique
competitive advantage and optimized its profitability mechanism.
Advantage of technology innovation: The Company has a state level technical center, which has a strong
ability in R&D and provides technical support for the Company's development strategy. The Company
adopts ion membrane method for the production process in all sodium hydroxide units, and this makes
large industrial scale, state-of-art technology and good product quality. In 2012 the Company got No. 1
"Pacemaker for Energy Efficiency in China Petroleum and Chemical Industry" for its comprehensive
energy consumption and electric consumption per ton in its sodium hydroxide made by ion membrane
method. It adopts advanced ethylene method to produce general resin of high quality, which has a merit of
low energy consumption and green production; especially the special medical resin has filled up the blank
in China. In the production base for special resin in Shanghai Chemical Park the Company adopts a
process package with high technical content and added value developed by the technical center, which has
unique competitive power in market. The Company makes breakthrough in both output and sales volume
for its CPVC unit with water phase method, which adopts water phase method and self-owned patent and
technique. The Company gets substantial progress in R&D for new technique in making chlorine with
hydrogen chloride (DEACON technique), setting foundation for the Company to realize a intensive growth
pattern.
The advantage in marketing network: The Company is the earliest enterprise for export of sodium
hydroxide in China, so it has already had a strong international marketing platform and import base for
crude salt for a long time. It locks operating risk through long-term international agreement. For domestic
trade, the Company is at the middle and down stream of Yangzhi River, the most developed area in China,
with very good consumption and material circulation environment. The Company' enjoys high reputation
in its product brand and good faith of marketing. It further strives to conduct reform related to the big
market strategy and marketing system, making the marketing mode suitable to big trade.
5. Analysis on investment
1) General analysis on equity investment
Unit: RMB'0000
Item Closing Beginning Increase or Increase or decrease (%)
balance balance decrease
Long-term equity investment 38,691.80 31,385.17 7,306.63 23.28
Incl.: Long-term equity
investment measured with equity 12,670.77 7,972.61 4,698.16 58.93
method
Long-term equity investment
26,021.03 23,412.56 2,608.47 11.14
measured with cost method
Analysis on the reason for change of equity investment:
1. Long-term equity investment measured with equity method increased by 58.93% than the same period of
last year, and this is mainly caused by the increase of long-term equity investment due to the investment
income confirmed in current period.
2. Long-term equity investment measured with cost method increased by 11.14% than the same period of
last year, and this is mainly caused by the new added long-term equity investment measured with cost
method.
Information of the invested companies
Unit: RMB'0000
Ratio in the equity
Investment
Name of the invested company Business nature of invested Remark
cost
company (%)
17
上海氯碱化工股份有限公司 2012 年年度报告
Shanghai Huntsman Polyurethane Refine of MDI and polymer 14,598.89 30 Equity
Co., Ltd. method
Shanghai Lianheng Isocyanic Produce and sell the 13,996.15 15 Cost
Ester Co., Ltd. chemicals related to raw method
MDI
Shanghai Huayi Tianyuan Physical distribution 7,540.66 16.64 Cost
Chemical Logistics Co., Ltd. method
Shanghai Huayi Group Finance Financial company 3,000.00 10 Cost
Co., Ltd. method
Suzhou Tianyuan Logistics Co., Physical distribution 134.09 13.5 Cost
Ltd. method
Beijing Yinzhao Information Consultation for information 164.61 16 Cost
Technology Co., Ltd. technology method
(1) Equity interest in other listed companies held
Unit: RMB
Gain or Change in
Initial Ratio in the Closing Bookkeeping
Share loss in the owner's equity Source of
Share name investment company's balance of operation
code report during the share
cost equity (%) book value subject
period report period
Legal
Salable
600636 3F 360,000 7,142,612.40 9,816.00 -2,167,004.70 person
financial assets
share
Legal
Double Coin Salable
600623 690,000 1,196,910.00 8,294.00 -165,165.00 person
Share financial assets
share
S China Long-term Legal
600610 Textile 2,095,000 2,095,000.00 equity person
Machinery investment share
Long-term Legal
S Shanghai
600688 900,000 900,000.00 equity person
Petrochemical
investment share
Legal
Salable
600637 Know-all 86,967 1,380,166.29 53,484.71 person
financial assets
share
Legal
Haitai Salable
600082 20,000 185,600.00 2,000 38,100.00 person
Development financial assets
share
Total 4,151,967 / 12,900,288.69 20,110.00 -2,240,584.99 / /
(2) Equity interest of non-listed financial firms held
Ratio in Change of
Initial this Closing owner's
Bookkeeping
investment company's balance of equity Source
Name of the firm Shares held operation
amount equity book value during the of share
subject
(RMB) interest (RMB) report period
(%) (RMB)
Long-term Legal
Shenyin & Wanguo
1,250,000 1,760,000 1,250,000.00 0.00 equity person
Securities Co., Ltd.
investment share
Bank of Shanghai 150,000 1,049,302 7,307,758.85 7,157,758.85 Long-term Legal
18
上海氯碱化工股份有限公司 2012 年年度报告
Co.,Ltd. equity person
investment share
Total 1,400,000 2,809,302 / 8,557,758.85 7,157,758.85 / /
2) The trust management and derivatives investment
(1) Entrust management
In this year the Company did not have any entrust management.
(2) Entrusted loan
In this year the Company did not have any entrusted loan.
3) Utilization of the raised capital
During the report period the Company did not raise any capital or had raised capital left over from previous
period used in this period.
4) Analysis on main subsidiaries and joint-stock companies
(1) Operation status of main controlled companies
Unit: RMB'0000
Registered Assets Net
Name of company Business nature
capital volume profit
Plastic membrane and its deep
Shanghai Dakai Plastic Co., Ltd. 4,347.76 15,458.95 30.38
processing
Shanghai Jinyuan Water Plant Tap
Tap water 900 1,036.87 144.37
Water Co., Ltd.
Maintenance and engineering
Shanghai Chlor-Alkali Machinery
construction of petrochemical 3,000 2,127.76 39.29
Co., Ltd.
devices
Shanghai Ruisheng Enterprises
Trade 500 4,529.70 783.08
Co., Ltd.
Shanghai Tiantai Addition Agent Produce antistatic agent and
3,300 17,050.04 1465.34
Co., Ltd. levelling agent
(2) Individual controlled subsidiaries with its net profit or its investment income's impact on the Company's
net profit over 10%
Unit: RMB'0000
Ratio in
Investment
net profit
Main Main income
Business Main product of the
Name of company business business Net profit from the
nature or service listed
income profit joint stock
Company
company
(%)
Production
Chemical
Shanghai Tiantai Addition and sale of
reagent and 23,276.31 4,612.89 1,465.34 644.75 5.80
Agent Co., Ltd. chemical
additive
products
Sales of
Shanghai Ruisheng chemical
Trade 63,112.31 1,623.40 783.08 631.90 5.68
Enterprises Co., Ltd. raw material
and products
Production Refine of
Shanghai Huntsman
and sale of MDI and 339,373.60 44,346.05 28,049.10 8,414.74 75.69
Polyurethane Co., Ltd.
chemical polymer
19
上海氯碱化工股份有限公司 2012 年年度报告
products
5) Projects with non-raised capital
Unit: RMB'0000
Investment Total
Status of
Project amount in actual
Project name Project progress project
amount current investment
income
year amount
Project of ternary cycle
The units run
utilization of chlorine
Completed and put into stably and the
with capacity of 87,905 15,854 59,243
production in April 2012 products meet
160,000 tons/year
the standard
(Huasheng third phase)
Completed construction in
Huasheng expansion Still under
37,223 June 2012 and has entered 6,088 25,083
project trial run
the trial run phase
Completed the energy
appraisal, safety appraisal,
environment appraisal, the
preparing of the report of This is the
appraisal for earthquake preparing
Low temperature ethylene safety and the evaluation of period for the
storage and transportation 23,845 specialists. Entered the ／ ／ project,
unit project design stage at beginning of construction
2013, started the work on has not been
supplies of water, electricity started yet.
and road and leveling of
ground for the construction
site.
Total 148,973 / 21,942 84,326 /
II. Discussion and analysis of the Board of Directors on future development of the Company
1. Competition situation and development trend in the industry
Although in China the chlor-alkali industry is faced with the pressure of serious excess capacity of
production and over supply in market, in middle and west China still there are a number of big projects
with the investment of several millions Chinese Yuan and even several ten billions Chinese Yuan in
chlor-alkali industry. As per the information of China Chlor-Alkali Industry Association, only in the fourth
quarter of 2012, 6 companies with the total capacity of 1,720,000 tons of sodium hydroxide and 1,960,000
tons of PVC was completed and put into production in Anhui, Shanxi, Shandong, Xinjiang, Inner
Mongolia, Hebei and other provinces. The release of the production capacity makes the situation of
oversupply of chlor-alkali industry in 2013 much more severe, and the contradiction for chlor-alkali
balance in some area much clearer. Therefore in domestic chlor-alkali industry, beside the increasing of
science and technology input, extending of products chain and promoting of industrial structure upgrading,
the merging and reorganization of enterprises and the direction of developing towards large-scale and
intensivism has already become the trend. In future the reorganizing in chlor-alkali industry will speed up.
2. Development strategy of the Company
The guiding thought for the Company's three year's (2011-2013) action plan is, making the scientific
development conception as guidance and the technology innovation as key point, realizing fully the
reorganization of the industrial structure through product development and capital operation, enhancing the
whole competitive ability in new material field, opening the new great field and realizing a great plan for
building of material technology.
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上海氯碱化工股份有限公司 2012 年年度报告
In the three years, the Company will focus on two bases: in Wujing area the Company should first develop
fine chemicals to make it become the industrialization demonstration base for R&D on new material; in
Chemical Park, the Company makes concentration development and focuses on technological innovation
to adopt new material.
Therefore, in the three years, based on the national industrial policy and economic development
environment and in combination of the Company's self development practice, the Company will
concentrate the scale products into the Chemical Park and make the Park become the main battlefield of
the Company. For the old units in Wujing base, the Company will build harmonic enterprises through
energy-saving and consumption reduction and focus on the macromolecular new material products with
the high added-value and high technical content to realize the overall reorganization of industrial structure
of the Company to enhance the Company's whole competitive power.
The main projects in the three years: dichloroethane cracking with the capacity of 200,000 tons per year,
30000m3 ethylene tank, DEACON unit with the capacity of 120,000 tons per year and PPVC unit with the
capacity of 40,000 tons per year.
Meanwhile, the Company will formulate the three year's action plan after the 12th five-year plan, start the
feasibility study for the CPVC project with the capacity of 80,000 tons per year, participate in the
expansion plan of Lianheng and Bayer, the down stream enterprises in the Chemical Park, implement
orderly exit from Wujing base, and strive to find the development mode for merger and purchase of
extended industrial chain.
In order to achieve above goals, the Company will further strengthen the management and focus on
followings:
1) Strengthen technology innovation and promote transformation of the Company
The Company will further strengthen the creativity conception, cultivate a creativity atmosphere for
learning new knowledge and advancing, establish and improve the competitive mechanism, excitation
mechanism and security mechanism beneficial to the technology innovation, activate the
innovation-type talents to enhance continuously the Company's self innovation ability, promote the
differentiation development of original products to enhance the core competitive power of stock assets,
strive to build the demonstration base for R&D and industrialization of new material to magnify the
technical results quickly, expand technology source through combination of self development and
acquisition of technology, and promote the transformation of the Company through technology
innovation to make the Company become an enterprise of scientific type aimed at development of new
material.
2) Strengthen the cost control and control strictly the outflow of fund
The Company will strengthen the cost accounting and expense management, strive to remove
nonproductive consumption in the processes such as production, storage and sale, control strictly the
management cost, promote actively energy saving and consumption reduction, eliminate the backward
production technique and equipment with high consumption in raw material, energy source and other
resources, and strengthen the control on cash flow through budgetary planning, implementing,
analyzing and checking in all the processes of the production operation and regulating strictly all the
fund expenditure.
3. Deepen assets management
The Company will dispose the bad assets reasonably, replace the disabled assets with fund timely to
enhance the liquidity ability of assets, promote the flow of stock assets in market, concentrate the
resource into the business with good market outlook, good benefit in development and strong
competitive advantage, stop the worthless assets unit and dispose such assets with realization timely,
21
上海氯碱化工股份有限公司 2012 年年度报告
strengthen the supervision and control for the investment and bidding and tender in significant project,
the construction of significant technical renovation project and the implementation of important
economic contract.
4. Improve excitation mechanism and absorb the talents
The Company will control the total number of human resource, optimize the human resource structure,
conduct the construction work for wanted talents and middle and high level talents, improve the
excitation mechanism centered on economic interest, formulate a scientific salary system for
invigorating the economic interest of human capital, improve the dynamic management system for
talents, introduce the competitive mechanism to enhance the Company's energy and competitive
power, improve the excitation mechanism guaranteed by corporate culture, and introduce the training
course to enhance the whole quality of the Company.
5. Simplify the organization personnel to promote the management
The Company will be aimed at simplifying organization, making personnel capable, combining
abilities and getting high work efficiency, adopt measures to reducing personnel, further optimize
current organization and administration structure, realize the specializing and reduction in
administrative function, reduce management levels, make full use of human resource and enhance the
management efficiency.
3. Management plan
Expense
Income planning Cost planning New year's management objectives
planning
RMB 6.6 billion RMB 5.9 billion RMB 0.7 billion Gross profit RMB 1.2 million
Strategy and action adopted for realizing the objective:
1) Promote the construction for main battlefield project orderly to ensure the Company's sustainable and
healthful development
In 2013 the Company will keep on basing itself upon the Chemical Park, optimizing the overall
arrangement and promoting the construction for key projects. In order to solve the shortage of ethylene, the
Company will accelerate in full power the construction of the low temperature ethylene storage and
transportation unit project in the Chemical Park, take effective measures to grasp the progress of the
project and ensure the project to be completed and put into operation at end of June 2013. The Company
will start the feasibility study for the CPVC project with the capacity of 80,000 tons per year. Meanwhile,
2013 is the year for completion of projects. The Company will pay close attention to the projects and
assign special personnel to be in charge of the work to ensure the final acceptance for the projects, such as
the third term of Huasheng, expansion of dock, CPVC and utilization of the by-product hydrogen energy,
to be conducted orderly.
2) Conduct the coordination of supply and marketing between Caojing and Wujing and ensure the high load
running of the units in the Chemical Park.
The economic situation in 2013 is still severe, so the low price of products will still last for a period. The
Company will continue to make the united operation between Caojing and Wujing to get best benefit as the
principle, optimize and coordinate the production run between the two bases and decide the load and
production and sale of other units according to the sales of liquid chlorine from the downstream unit in the
Chemical Park. The Company will formulate the best plans for chlorine equilibration, ethylene
equilibration, ethylene dichloride equilibration and VCM equilibration to reduce the negative influence
from shortage of ethylene, further strengthen the sale of hydrochloric acid and liquid chlorine, and ensure
the stable and high-load running of the units in the Chemical Park.
3) Supported by technical marketing to implement differentiated market policy fully
Supported by technical marketing and aimed at making products close to customers, the Company will
strengthen the communication with the customers. The marketing department will visit the customers with
the technical personnel of the factory, hear the opinion of customers sincerely, conduct technical
22
上海氯碱化工股份有限公司 2012 年年度报告
innovation according to the requirements of customers to improve the product performance, make the new
products adapt to market quickly and transfer the technical superiority into competitive advantage. The
Company will reposition the target customer group for different products. For SPVC, it will obtain some
superiority in the target market through the strategies such as market differentiation, product differentiation,
customer differentiation and price differentiation and strive to make it replace the imported unmodified
resin. For paste resin, it will focus on the high-end market such as wall paper, internal decoration of
automobile and carpet, enhancing the competitive power through product quality. For special resin, it will
strive to develop the material specially for primary coat of automobile and other specific material. For
CPVC resin, it will continue to expand the application in many fields such as profile, plate, wire and cable,
help the customers to expand the production and make improvements and research as per the requirements
of customers timely to win the faith and loyalty of the customers.
4) Strengthen the strategic cooperation with multi-national companies and conduct technology import
actively.
In 2013, the Company will continue to strengthen the strategic cooperation with multi-national companies,
pay close attention to the new progresses in technical fields such as chlorine making through energy-saving
and reutilization of brine waste, and emphasize the significant change and challenge brought by new
technique for traditional production of chlor-alkali. It will study advanced experiences through technical
exchange to promote the new breakthrough in HCL catalytic oxidation technique. Meanwhile, it will
establish a technology import group specially undertaking the work for technology introduction. The
Company will make negotiation with relevant cooperation parties for import of catalytic oxidation
technology and ODC (alkali making with energy-saving) technology to promote the Company to get
substantial leap forward in chlor-alkali technology. It will research the possibility of post processing for
polyurethane and realize the extension of its industrial chain through diversified investment including
merger and purchase to consolidate its position in the main battlefield.
4. Fund required for maintaining current business and completing the investment projects under
construction
Due to big investment and fund pressure in the 12th Five-year Plan, the Company will continue to keep
good cooperative relationship with banks and other financial institutions to stabilize the financing channels
with banks. It will change its acquisition strategy in operating activities, strive to compare cost to control
cost strictly, reduce stocks and reduce tying-down of capital. It will strengthen the process control for
accounts receivable, improve the rate of fund recovery and increase the cash flow in production and
operation. Meanwhile, it will continue to strive for the fund support of its big shareholder Huayi Group and
try to find other financing channel.
5. Possible risks
1) Risk
(1) Risk of depressed market. In 2013 the global economy will enter a low speed growth period and the
domestic economy will still be faced with a pressure for falling down. The contradiction of over capacity
in chlor-alkali industry is still very sharp, and the pressure from slowing down of the macro-economy has
appeared since beginning of 2013.
(2) The cost risk of production halt of some main units in Wujing Base. The difference between the net value
of stock assets and the realized value of assets has made significant influence on economic efficiency.
(3) Risk from rising of the price of main raw material and energy source. The Company belongs to the basic
chemical industry, and in its product cost raw material and energy source account for about 70%.
Therefore it is very sensitive to the price change of raw material and energy price. The rising of the price
of raw material and energy price will greatly increase the manufacturing cost.
2) Countermeasures
(1) Further implement the strategies and actions (1-4) to be taken for achieving the objects in the operating
plan.
23
上海氯碱化工股份有限公司 2012 年年度报告
(2) Stop some units in Wujing base, strive to get the specific subsidy for reorganization of an industry and the
subsidy due to the policy for energy saving and emission reduction offered by Shanghai government and
make the transfer of stock assets to reduce the influence on the efficiency of current period to smallest
level.
(3) Pay high attention to the influence of the international development of shale gas on the petrochemical
industry chain and conduct the strategy of introducing the low cost ethylene resource in advance.
III. The explanation of the Board of Directors on the Non-standard Auditor's Report by the public
accounting firm
1. The explanation of the Board of Directors and the Supervisory Committee on the Non-standard
Auditor's Report by the public accounting firm
√ Not applicable
2. The analysis and explanation of the Board of Directors on the reason and influence of the changes in
the accounting policy, accounting estimate or accounting method
√ Not applicable
3. The analysis and explanation of the Board of Directors on the reason and influence of the correction
for important previous mistakes
√ Not applicable
IV. Proposal on profit distribution or on capital reserves transferred into share capital
1. Formulating, executing or adjusting of the cash dividend distribution policy
During the report period in accordance with relevant regulations of China Securities Regulatory
Commission, Shanghai Securities Regulatory Bureau and Shanghai Stock Exchange, the Company made
amendment and improvement on the clauses in the Articles of Association related to profit distribution
policy. This was examined and passed by the Company's 21st meeting of 7th Board of Directors and by the
1st provisional shareholders' meeting of 2012; the decision-making process is transparent and meets the
requirements of the Articles of Association and laws and statutes (for details see the Company's
announcements in December 5, 2012 and December 21, 2012).
Through formulating and improving of the systems, the Company further improved relevant
decision-making process and mechanism, clarified the form for profit distribution, actual conditions and
ratio for cash dividend distribution and the principle for use of undistributed profit and other specific
policies. The Independent Directors performed their duties loyally and played their roles, the middle and
small shareholders expressed their opinions and appeals fully, and the lawful rights and interests of the
middle and small shareholders have been protected fully.
2. If the Company got profit in the report period, the undistributed profit of parent company is positive
and the Company did not made proposal for cash dividend distribution, then the Company shall
disclose the reason and the purpose and use plan of the undistributed profit
The reason for the Company not to make proposal for cash dividend distribution,
Purpose and use plan of
if in the report period the Company got profit and the undistributed profit of the
the undistributed profit:
parent company is positive
According to the financial audit report for 2012 issued by Shanghai Shu Lun Pan 1. The fund demanded
CPA Ltd. (special general partnership), in 2012 the net profit of the parent by the Company's
company was RMB 73,953,344.75, and at beginning of the year the undistributed routine production and
profit of the parent company was - RMB 70,479,373.59. After offsetting the loss operating activities.
in the undistributed profit and appropriating the statutory surplus reserves of 2. The fund demanded
RMB 347,397.12, the Company should get distributable profit of RMB by the Company's
24
上海氯碱化工股份有限公司 2012 年年度报告
3,126,574.04, i.e., RMB 0.0027 per share, at end of the year. The Company plans implementation of
not to make cash dividend distribution for 2012. Main reason: 1. Earnings per project construction for
share is low. 2. The total amount of distributable dividend is too small, less than concentration in the
RMB 0.01 per share and not covering the very small shareholders, so this does Chemical Park in 12th
not meet the general conditions for distributing dividend in cash. five-year plan.
3. The plan or proposal for profit distribution and the plan or proposal for transfer of capital reserves
into share capital in recent 3 years (including the report period)
Unit: RMB
Ratio in the
Net profit
net profit
Dividend for Amount of attributable to
Bonus Increased attributable to
every 10 cash shareholders of
The year for shares for shares for shareholders
shares held dividend the Company
distribution every 10 every 10 of the
(RMB) (tax (tax in the
shares held shares held Company in
included) included) consolidated
consolidated
statements
statements (%)
2012 0 0 0 0 102,542,136.82 0
2011 0 0 0 0 229,773,339.37 0
2010 0 0 0 0 141,371,791.68 0
V. The work on fulfillment of social responsibility
1. The work on social responsibility
The Company fulfills its social responsibility actively and has started to disclose the social responsibility
report to the public since 2012. The full text of the report was carried in the website of Shanghai Stock
Exchange at the same day:www.sse.comc.cn.
5. Major Events
I. Significant lawsuits, arbitrations and events generally questioned by the media
In this year the Company did not have any significant lawsuit, arbitration and event questioned by the
media.
II. Occupation of funds and the liquidation during the report period
√ Not applicable
III. Events related to bankruptcy and reorganization
In this year the Company did not have any events related to bankruptcy and reorganization.
IV. Transaction in assets and business merger
1. The events not disclosed by provisional announcements or still being under progress
1) Purchase of assets
Unit: RMB'0000
Net profit The The Ratio of
A related
contributed property involved the net
transaction Pricing
Counterpart Purchase to the right of the creditor's profit
Purchased Purchase or not (if principle of
or final price of listed assets rights and contributed
assets date yes, state the assets
controller assets Company transferred debt to the listed
pricing purchase
from the completely transferred Company
principle)
purchase or not completely by the
25
上海氯碱化工股份有限公司 2012 年年度报告
date to end or not assets in
of the year gross profit
(%)
40% property
right of
Employee's Shanghai
Technical Ruisheng
Association of Enterprises Co.,
Shanghai Ltd. (original 01/04/2012 506.66 252.76 No Yes Yes 2.20
Chlor-Alkali name Shanghai
Chemical Co., Chlor-Alkali
Ltd. Chemical
Multi-Purpose Listed the
Company) price based
on the
60% property
appraisal
right of
price of the
Shanghai
assets, finally
Trade union of Ruisheng
executed at
Shanghai Enterprises Co.,
actual
Chlor-Alkali Ltd. (original 01/04/2012 760.00 379.14 No Yes Yes 3.30
transaction
Chemical Co., name Shanghai
price.
Ltd. Chlor-Alkali
Chemical
Multi-Purpose
Company)
21% equity
Wenzhou
interest of
Youli
Shanghai 12/19/2012 307.89 0 No Yes Yes 0.00
Investment
Luwei Plastics
Co., Ltd.
Co., Ltd.
2) Business merger
Business merger not under the same control
(1) Shanghai Ruisheng Enterprises Co., Ltd.
On January 4 2012 the Company signed an equity transaction contract with the trade union of Shanghai
Chlor-Alkali Chemical Co., Ltd. and the technical association of trade union of Shanghai Chlor-Alkali
Chemical Co., Ltd., the original promoter of Shanghai Ruisheng Enterprises Co., Ltd. (hereinafter
referred to as Ruisheng Enterprise), in the purchase price based on the evaluation value of net assets at
base date of March 31, 2011 after filed with relevant collective assets management authorities, and
stipulated that the profit or loss related to Ruisheng Enterprise in the period from the base date to the
delivery of property right shall be enjoyed or assumed by the Company. On January 16, 2012 the
Company completed the delivery procedure for property right of 100% equity interest of Ruisheng
Enterprise in Shanghai United Assets & Equity Exchange, and on January 30, 2012 paid all the fund of
RMB 12,666,600 for transfer.
Basis for deciding the purchase date: decide the purchase date as January 30, 2012 based on the date for
paying the fund for transfer.
The Company has acquired 100% equity interest of Ruisheng Enterprise, and the fair value corresponding
to such equity interest at the purchase date was RMB 20,094,100, higher than the merging cost of RMB
12,666,600 by RMB 7,427,500, which shall be attributed to non-operating income.
Ruisheng Enterprise is a collective enterprise (non corporate legal person) established through registration
on March 20, 1991 in Shanghai. After the Company purchased Ruisheng Enterprise, Ruisheng Enterprise
has changed into a limited liability company.
(2) Shanghai Luwei Plastics Co., Ltd.
26
上海氯碱化工股份有限公司 2012 年年度报告
On December 19, 2012 the Company signed an equity transaction contract with Wenzhou Youli
Investment Co., Ltd., the original shareholder of Shanghai Luwei Plastics Co., Ltd. (hereinafter referred
to as Luwei Plastics), in the purchase price based on the evaluation value of net assets at base date of June
30, 2012 after filed with relevant collective assets management authorities, to purchase 21% equity
interest of Luwei Plastics and stipulated that the profit or loss related to Luwei Plastics in the period from
the base date to the delivery of property right shall be enjoyed or assumed by the Company. On December
27, 2012 the Company completed the delivery procedure for property right in Shanghai United Assets &
Equity Exchange, and on December 31, 2012 paid all the fund for equity transfer of RMB 3,088,200,
making the Company's shareholding ratio in Luwei Plastics increase from 49% to 70%.
Basis for deciding the purchase date: decide the purchase date as December 31, 2012 based on the date
for paying the fund for transfer.
The Company acquired 21% equity interest of Luwei Plastics with the merging cost of RMB 3,088,200,
higher than the fair value of the net assets of RMB 1,578,000 in the purchase date by RMB 1,510,200,
which shall be listed as goodwill.
For the 49% equity interest of Luwei Plastics held before the purchase date, the corresponding fair value
of net assets was RMB 3,681,900 and the book value is zero. So the difference of RMB 3,681,900 should
be attributed to the investment income of current period, and the other composite income of RMB
629,600 related to the 49% equity interest of Luwei Plastics held before the purchase date should be
transferred to investment income.
Luwei Plastics is a limited liability company established through registration in Shanghai on January 27,
1994, mainly engaged with the production and sale of hard PVC tubing and fittings. Before this merger,
the parent company of Luwei Plastics is Wenzhou Youli Investment Co., Ltd.
(3) Shanghai Tiantai Addition Agent Co., Ltd.
The shareholders of Shanghai Tiantai Addition Agent Co., Ltd. include Shanghai Chlor-Alkali Chemical
Co., Ltd., Jiangsu Feixiang Chemical Co., Ltd., Zhang Tianfeng and other natural persons, in which
Shanghai Chlor-Alkali Chemical Co., Ltd. and Jiangsu Feixiang Chemical Co., Ltd. hold 44% equity
interest respectively and Zhang Tianfeng and other natural persons hold 12% equity interest. On January
5, 2012 Shanghai Chlor-Alkali Chemical Co., Ltd. signed an Authorization Letter with Zhang Tianfeng
and other natural persons, in which Zhang Tianfeng and other persons awarded their voting power in the
Board of Directors and the shareholders' meeting of Shanghai Tiantai Addition Agent Co., Ltd. to
Shanghai Chlor-Alkali Chemical Co., Ltd. with the period of 3 years. Shanghai Chlor-Alkali Chemical
Co., Ltd. accepted this authorization and the other shareholder Jiangsu Feixiang Chemical Co., Ltd. made
no objection to this act of authorization. Therefore, the Company's voting power in the shareholders'
meeting and the Board of Directors of Shanghai Tiantai Addition Agent Co., Ltd. has reached 56%, so it
has got actual control to Shanghai Tiantai Addition Agent Co., Ltd. The date for consolidation of the
statements has been decided as January 1, 2012.
Tiantai Addition Agent is a limited liability company established through registration in Shanghai on July
28, 2004, mainly engaged with production and sale of anti-static agent, leveling agent, polymerization
inhibitor and other addition agents for chemical products. Before the merger, the Company and Jiangsu
Feixiang Chemical Co., Ltd. hold respectively 44% equity interest of Tiantai Addition Agent.
(4) Zhangjiagang Degang Chemical Science and Technology Development Co., Ltd.
The subsidiary Shanghai Tiantai Addition Agent Co., Ltd. passed the motion on Purchase the Equity
Interest of Zhangjiagang Degang Chemical through the resolution of the Board of Directors on January
16, 2012. On May 2, 2012 Tiantai Addition Agent negotiated with Jiangsu Feixiang Chemical Co., Ltd.,
the original shareholder of Zhangjiagang Degang Chemical Science and Technology Development Co.,
Ltd. (hereinafter referred to as Degang Chemical), to purchase the 65.34% equity interest of Degang
27
上海氯碱化工股份有限公司 2012 年年度报告
Chemical in the price of 2,688,800. Tiantai Addition Agent paid RMB 1,400,000 and RMB 1,288,800
respectively on March 13, 2012 and July 4, 2012 as the consideration of equity purchase. Degang
Chemical completed the registration formalities for change of shareholder on May 17, 2012.
Basis for deciding the purchase date: decide the purchase date as May 17, 2012 based on the date for
completion of change of registration.
The merger cost of RMB 2,688,800 exceeds the 65.34% net assets of Degang Chemical of RMB
2,656,500 by RMB 32,300, which is listed as the goodwill related to Degang Chemical.
Degang Chemical is a limited liability company established through registration in Zhangjiagang of
Jiangsu Province on March 13, 2007, mainly engaged with the composition and technical service for the
spin finishes with high quality. Before the merger, Degang Chemical's parent company is Jiangsu
Feixiang Chemical Co., Ltd.
V. Equity incentive of the Company and the influences
√ Not applicable
VI. Significant related transactions
1. Related transactions in routine operation
1) The events disclosed in provisional announcement and having no progress or change
Description of event Index
Based on the principle of fairness and reasonableness, mutual advantage and China Securities News,
mutual benefit and voluntariness and good faith, the Company, Shanghai Huayi Shanghai Securities News,
(Group) Company and Shanghai Huayi Group Finance Co., Ltd. signed a frame Securities Post and Hong
agreement on finance service of 3 parties, through which Shanghai Huayi Kong Commercial Daily
(Group) Company shall make use of the self advantage for short-term on May 29, 2012 and the
financing and bond issuing and Shanghai Huayi Group Finance Co., Ltd. shall website of Shanghai Stock
provide the Company with finance service as a non-banking financial Exchange:
institution to meet the Company's requirements for reducing financing cost in www.sse.com.cn
developing its business.
2) Events not disclosed in provisional announcement
Unit: RMB'0000
Ratio in
Pricing total
Type of Content of Amount of
principle amount of
Related transaction party Related relation related related related
of related transactions
transaction transaction transaction
transaction with same
type (%)
Controlled subsidiary
Shanghai Wujing Chemical Co., Ltd. 5,993.41 1.02
of parent company
Controlled subsidiary
Shanghai Carbonization Co., Ltd. 1,838.33 0.31
of parent company
Settled
Shanghai Huayi Tianyuan Chemical Controlled subsidiary
Purchase Material as per 104.62 0.02
Logistics Co., Ltd. of parent company
goods purchase agreed
Shanghai Xintianyuan Chemical Controlled subsidiary
price 252.82 0.04
Transport Co., Ltd. of parent company
Shanghai Huayi Trade Co., Ltd.
Controlled subsidiary
(original name Shanghai Tianyuan 86.24 0.01
of parent company
International Trade Co., Ltd.)
28
上海氯碱化工股份有限公司 2012 年年度报告
Wholly owned
Shanghai Chlor-Alkali Creation Co.,
subsidiary of parent 1,631.75 0.28
Ltd.
company
Wholly owned
Shanghai Huayi Group Equipment
subsidiary of parent 29.66 0.01
Engineering Co., Ltd.
company
Wholly owned
Shanghai Chemical Supply and
subsidiary of parent 683.59 0.12
Marketing Co., Ltd.
company
Wholly owned
Shanghai Huayi New Energy
subsidiary of parent 485.19 0.08
Chemical Sales Co., Ltd.
company
Wholly owned
Shanghai Chemical Industry
subsidiary of parent 237.76 0.04
Pressure Vessel Inspection Co., Ltd.
company
Shanghai Huayi Tianyuan Chemical Controlled subsidiary
2,956.27 0.50
Logistics Co., Ltd. of parent company
Shanghai Xintianyuan Chemical Controlled subsidiary
514.81 0.09
Transport Co., Ltd. of parent company
Wholly owned
Shanghai Chlor-Alkali Creation Co.,
subsidiary of parent Receive Receive 3,627.32 0.62
Ltd.
company labour labour
Wholly owned service service
Shanghai Huayi Group Construction
subsidiary of parent 2,101.89 0.36
Co., Ltd.
company
Shanghai Huayi Engineering Co.,
Wholly owned
Ltd. (original name Shanghai
subsidiary of parent 420.36 2.04
Engineering Chemistry Designing
company
Institute)
Shanghai Huayi Information Controlled subsidiary
132.85 0.02
Technology Co., Ltd. of parent company
Controlled subsidiary
Shanghai Wujing Chemical Co., Ltd. 118.39 0.02
of parent company
Controlled subsidiary
Shanghai Carbonization Co., Ltd. 1,319.18 0.24
of parent company
Wholly owned
Shanghai Huayi Group Huayuan
subsidiary of parent 667.80 0.12
Chemical Co., Ltd.
company
Shanghai 3F New Materials Co., Controlled subsidiary
4,676.67 0.85
Ltd. of parent company
Shanghai Huayi Tianyuan Chemical Controlled subsidiary
Sell Product 211.55 0.04
Logistics Co., Ltd. of parent company
commodities sales
Shanghai Xintianyuan Chemical Controlled subsidiary
41.15 0.01
Transport Co., Ltd. of parent company
Shanghai Huayi Trade Co., Ltd.
Controlled subsidiary
(original name Shanghai Tianyuan 46.56 0.01
of parent company
International Trade Co., Ltd.)
Wholly owned
Shanghai Chlor-Alkali Creation Co.,
subsidiary of parent 96.54 0.02
Ltd.
company
Shanghai Tianyuan Group Shengde Wholly owned
3,206.79 0.59
Plastic Co., Ltd. subsidiary of parent
29
上海氯碱化工股份有限公司 2012 年年度报告
company
Wholly owned
Shanghai Resin Factory Co., Ltd. subsidiary of parent 71.21 0.01
company
Shanghai Huayi Acrylic Acid Co., Controlled subsidiary
247.47 0.05
Ltd. of parent company
Wholly owned
Shanghai Huayi Group Construction
subsidiary of parent 95.30 0.02
Co., Ltd.
company
Wholly owned
Shanghai Huayi Carbonizing Coal
subsidiary of parent 68.23 0.01
Gas Co., Ltd.
company
Wholly owned
Shanghai Chemical Supply and
subsidiary of parent 1,465.89 0.27
Marketing Co., Ltd.
company
Wholly owned
Shanghai Huayi Group Huayuan
subsidiary of parent 73.47 0.01
Chemical Co., Ltd.
company
Shanghai Huayi Tianyuan Chemical Controlled subsidiary
197.15 0.03
Logistics Co., Ltd. of parent company
Shanghai Huayi Acrylic Acid Co., Controlled subsidiary
110.12 0.02
Ltd. of parent company Rendering Rendering
Wholly owned of service of service
Shanghai Huayi Polymer Co., Ltd. subsidiary of parent 163.42 0.03
company
Shanghai Huayi Engineering Co.,
Wholly owned
Ltd. (original name Shanghai
subsidiary of parent 37.74 0.01
Engineering Chemistry Designing
company
Institute)
Total / 34,011.50 7.92
The transaction between the Company and related parties is that the Company pays expenditure for service
and trusteeship business, for purchase of raw material, sales of product and other recurring business
operations and for stripping non-recurring assets and non-central business. Such transactions are the
necessary supplement for the coordination based on specialization and mutual transfer of predominance
between the Company and its controlling shareholder and part of subordinate enterprises, and they will
continue to exist. This makes no impacts on the Company's independence.
2. Significant related transactions for joint investment
1) The events disclosed in provisional announcement and having no progress or change
Description of event Index
In order to meet the requirements for establishing international financial center
China Securities News,
in Shanghai, cultivate and build strong fund platform to reduce the financing
Shanghai Securities News,
cost, develop self business, enhance the core competitive power, the Company,
Securities Post and Hong
Shanghai Huayi (Group) Company, Double Coin Holdings Limited and
Kong Commercial Daily on
Shanghai Sanaifu New Material Co., Ltd. made joint investment to establish
February 16, 2012 and the
Shanghai Huayi Group Finance Co., Ltd. The Company, Double Coin Holdings
website of Shanghai Stock
Limited and Shanghai Sanaifu New Material Co., Ltd. are the subsidiaries of
Exchange: www.sse.com.cn
Shanghai Huayi (Group) Company.
3. Related creditor's rights and debts
1) Events not disclosed in provisional announcement
30
上海氯碱化工股份有限公司 2012 年年度报告
Unit: RMB'0000
Related parties provide fund to
Provide fund to related parties
Related the listed Company
Related party
relation Beginning Closing Beginning Closing
Amount Amount
balance balance balance balance
Wholly
owned
Shanghai Tianyuan Group Shengde
subsidiary 908.20 -139.02 769.18
Plastic Co., Ltd.
of parent
company
Wholly
owned
Shanghai Paint Co., Ltd. subsidiary 0.47 63.34 63.81
of parent
company
Controlled
Shanghai 3F New Materials Co., subsidiary
12.14 8.14 20.28
Ltd. of parent
company
Wholly
owned
Shanghai Resin Factory Co., Ltd. subsidiary 1.98 -1.98 0
of parent
company
Wholly
owned
Shanghai Chlor-Alkali Creation
subsidiary 4.91 -4.91 0
Co., Ltd.
of parent
company
Controlled
Shanghai Huayi Acrylic Acid Co., subsidiary
34.80 -27.88 6.92
Ltd. of parent
company
Wholly
owned
Shanghai Huayi Group Construction
subsidiary 0 25.97 25.97
Co., Ltd.
of parent
company
Controlled
Shanghai Huayi Tianyuan subsidiary
28.38 148.53 176.91
Chemical Logistics Co., Ltd. of parent
company
Wholly
owned
Shanghai Huayi Polymer Co., Ltd. subsidiary 25.68 -0.55 25.13
of parent
company
Controlled
Shanghai Huayi Trade Co., Ltd.
subsidiary
(original name Shanghai Tianyuan 8,253.44 -8,253.44 0
of parent
International Trade Co., Ltd.)
company
Shanghai Huayi Group Construction Wholly 7.96 30.91 38.87
31
上海氯碱化工股份有限公司 2012 年年度报告
Co., Ltd. owned
subsidiary
of parent
company
Wholly
owned
Shanghai Chlor-Alkali Creation
subsidiary 0 11.37 11.37
Co., Ltd.
of parent
company
Wholly
owned
Shanghai Chemical Supply and
subsidiary 19.13 -19.13 0
Marketing Co., Ltd.
of parent
company
Suzhou Tianyuan Slaked Lime Affiliated
64.87 -64.87 0
Plant company
Controlling
Shanghai Huayi (Group) Company 62,400.00 0 62,400.00
shareholder
Wholly
owned
Shanghai Huayi Group Construction
subsidiary 1,011.32 65.37 1,076.69
Co., Ltd.
of parent
company
Wholly
owned
Shanghai Huayi Group Construction Cost
Consultation Co., Ltd. subsidiary 0 30.37 30.37
of parent
company
Wholly
owned
Shanghai Huayi Group Equipment
subsidiary 164.46 -162.17 2.29
Engineering Co., Ltd.
of parent
company
Controlled
subsidiary
Shanghai Carbonization Co., Ltd. 0 14.14 14.14
of parent
company
Wholly
owned
Shanghai Chemical Supply and
subsidiary 0 11.15 11.15
Marketing Co., Ltd.
of parent
company
Controlling
Shanghai Huayi (Group) Company 95,000.00 0 95,000.00
shareholder
Total 9,270.00 -8,181.80 1,088.20 158,667.74 -82.86 158,584.88
During the report period the amount of the fund supplied by the Company
-81,818,000
to its controlling shareholder and subsidiaries (RMB)
Balance of the fund supplied by the Company to its controlling
10,882,000
shareholder and subsidiaries (RMB)
Formed from purchase and sale in regular
Reason for related creditor's rights and debts
production operation
Impacts of related creditor's rights and debts to the Company's operation No influence on the Company's operating
32
上海氯碱化工股份有限公司 2012 年年度报告
results and financial status results and financial status
VII. Important contracts and the implementation
1. Trusteeship, contracting and leasing
1) Trusteeship
In this year the Company had no trusteeship.
2) Contracting
In this year the Company had no contracting.
3) Leasehold
Unit: RMB'0000
Basis
Amount for
Earned
related Beginning deciding Related
Leased End date of income Related
Lessor Renter to date of earned transaction
assets leasing on relation
leased leasing income or not
leases
assets on
leases
Shanghai
Shanghai Huayi Settled Controlled
Chlor-Alkali Tianyuan Fixed as per subsidiary
3,790.86 09/01/2011 09/30/2012 1,049.40 Yes
Chemical Chemical assets agreed of parent
Co., Ltd. Logistics price company
Co., Ltd.
Shanghai
Wholly
Shanghai Tianyuan Settled
owned
Chlor-Alkali Group Fixed as per
2,750.29 01/01/2012 12/31/2012 823.22 Yes subsidiary
Chemical Shengde assets agreed
of parent
Co., Ltd. Plastic price
company
Co., Ltd.
2. Particulars of guarantee
√ Not applicable
3. Other significant contracts
In this year the Company did not have any other important contract.
IIX. Fulfillment of commitments
√ Not applicable
IX. Engaging and dismissing of the public accounting firm
Unit: RMB'0000
Whether change public accounting firm or not: No
Now engage
Shanghai Shu Lun Pan CPA Ltd. (special general
Name of the domestic public accounting firm
partnership)
Reward to the domestic public accounting firm 80
Service age of domestic public accounting firm 2
Name Reward
Accounting firm for internal Shanghai Shu Lun Pan CPA Ltd. (special 32
33
上海氯碱化工股份有限公司 2012 年年度报告
control general partnership)
X. Fulfillment of commitments
√ Not applicable
XI. Punishment to the listed Company and its Directors, Supervisors, senior executives, shareholders
with 5% or higher equity interest, actual controller and purchaser and the correction status
In this year the Company and its Directors, Supervisors, senior executives, shareholders with 5% or higher
equity interest, actual controller and purchaser all had not been checked, punished and publicly
reprimanded by China Securities Regulatory Committee, nor publicly condemned by the stock exchange.
XII. Description on other significant events
Other significant events as listed in clause 67 of Securities Law and clause 30 of the Management Method
on Information Disclosure of Listed Companies and the significant events judged by the Board of
Directors of the Company in the report period:
No. Content of event Disclosure date
1 Change of the Board of DirectorsDecember 20, 2012
the Supervisory Committee
2 The motion on amendment ofDecember 20, 2012
Articles of Association
3 Change of the management ofDecember 20, 2012
Company
China Securities News, Shanghai Securities News, Securities Post, Hong Kong Commercial Daily and the
website of Shanghai Stock Exchange（www.sse.com.cn）
6. Changes in shareholding of the Company and particulars of shareholders
1. Change of share capital
1) Table of change of share capital
(1) Table of change of share capital
Unit: Share
Before change Increase or decrease (+, -) After change
New Transferred
Bonus
Quantity Ratio share from Other Subtotal Quantity Ratio
share
issued reserves
1. Shares with limited
sales condition
1) State-owned share
2) State-owned legal
person share
3) Other domestic
shares
Incl.: domestic
non-state legal
person share
Domestic natural
person share
4) Foreign capital
34
上海氯碱化工股份有限公司 2012 年年度报告
share
Incl.: Overseas legal
person share
Overseas natural
person share
2. Tradable share with no
limited sales condition 1,156,399,976 100 1,156,399,976 100
1) Renminbi ordinary
749,839,976 64.84 749,839,976 64.84
share
2) Domestically listed
406,560,000 35.16 406,560,000 35.16
foreign capital share
3) Overseas listed
foreign capital share
4) Other
3. Total of the share 1,156,399,976 100 1,156,399,976 100
2) Change of shares with limited sales condition
During the report period the Company did not have any change in shares with limited sales condition.
1. Issuance and listing of securities
1) The securities issuing in recent 3 years as of end of the report period
During the previous three years as of the end of the report period, the Company did not issue or list any
new securities.
2) Changes in the total number of the Company's shares, the structure of the Company's shareholders
and the structure of the Company's assets and liabilities
During the report period there was no change in total number and structure of the Company's shares due to
bonus share, right share or other reason.
3) Information of existing internal staff share
At the end of the report period the Company did not have any internal staff share.
3. Information of the shareholders and the actual controller
1) Information of the shareholders
Unit: Share
Number of
Number of shareholders at fifth day before the date
shareholders at end 119,595 118,079
for disclosure of the annual report
of the report period
Top 10 shareholders
Increase or
Shares with
Nature of Shareholding decrease in Shares pledged
Name of shareholder Shares held limited sales
shareholder ratio (%) the report or frozen
conditions held
period
Shanghai Huayi (Group)
State 50.29 581,592,347 0 0 None
Company
State-owned
Bank of China Wuxi Branch 0.23 2,605,981 0 0 None
legal person
Shanghai Huayi Group State-owned
0.16 1,848,100 0 0 None
Investment Co., Ltd. legal person
VANGUARD TOTAL INTERNATIONAL Overseas
STOCK INDEX FUND 0.16 1,840,200 1,840,200 0 None
legal person
35
上海氯碱化工股份有限公司 2012 年年度报告
SSGA ACTIVE EMERGING MARKETS
Overseas
SMALL CAP SECURITIES LENDING 0.14 1,604,200 535,000 0 None
QIB COMMON TRUST FUND legal person
Domestic
Chen Cailin 0.12 1,399,248 0 0 None
natural person
Domestic
Lu Zhang 0.12 1,389,413 -138,300 0 None
natural person
Employee's Technical
Association of Shanghai Domestic non-state
legal person 0.11 1,248,254 0 0 None
Chlor-Alkali Chemical Co.,
Ltd.
Zhongrun Economic State-owned
0.10 1,133,000 0 0 None
Development Co., Ltd. legal person
CB LONDON A/C LEGAL AND
Overseas
GENERAL ASSURANCE (PENSIONS 0.10 1,100,450 1,100,450 0 None
MANAGEMENT) LTD legal person
Top 10 shareholders with no limited sales condition
Shares with no limited sales
Name of shareholder condition held Type of share
Shanghai Huayi (Group) Company 581,592,347 Renminbi ordinary share
Bank of China Wuxi Branch 2,605,981 Renminbi ordinary share
Shanghai Huayi Group Investment Co., Ltd. 1,848,100 Renminbi ordinary share
Domestic listed foreign
VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND 1,840,200
capital share
SSGA ACTIVE EMERGING MARKETS SMALL CAP Domestic listed foreign
SECURITIES LENDING QIB COMMON TRUST FUND 1,604,200
capital share
Domestic listed foreign
Chen Cailin 1,399,248
capital share
Domestic listed foreign
Lu Zhang 1,389,413
capital share
Employee's Technical Association of Shanghai Chlor-Alkali Renminbi ordinary share
1,248,254
Chemical Co., Ltd.
Zhongrun Economic Development Co., Ltd. 1,133,000 Renminbi ordinary share
CB LONDON A/C LEGAL AND GENERAL ASSURANCE Domestic listed foreign
(PENSIONS MANAGEMENT) LTD 1,100,450
capital share
Since January 12, 2009 the Company's shares have been tradable in full, and it now
has no shareholder with limited sales condition. Among above shareholders,
Remark on related Shanghai Huayi Group Investment Co., Ltd. is a subsidiary wholly-owned Shanghai
relations or concerted Huayi (Group) Company and have a related relation mutually. Except that, the
actions between above Company have not learned whether the related relation is existing between the other
shareholders shareholders or whether the other shareholders belong to the concerted actors
stipulated in the "Information Disclosure Management Method for Change of Shares
held by the Shareholders in the Listed Company".
4. The controlling shareholder and the actual controller
1) The controlling shareholder
(1) Legal person
Unit: RMB'0000
Name Shanghai Huayi (Group) Company
Principal or legal
Jin Mingda
representative
Establishment date January 23, 1997
Organization code 13226216-8
36
上海氯碱化工股份有限公司 2012 年年度报告
Registered capital 328,108
Operation and management of state-owned assets within authorized range,
investment on industry, manufacture and sale for chemical and medical
Main business
products and equipment, installation, maintenance and contracted service
for projects of chemical and medical equipment.
As of end of 2012, in Shanghai Huayi (Group) Company the total assets
was RMB 50 billion, net assets was RMB 22 billion, main business
Operating results
income was RMB 43.7 billion and net profit was RMB 0.73 billion (all the
data have not been audited)
The expected assets-liability ratio will be 56.05% and the liquidity ratio
Financial status
will be 1.11.
It is expected that in the whole year the increase of cash and cash
equivalents of Shanghai Huayi (Group) Company will be - RMB 0.74
billion, and the net cash flow from operating activities will be RMB 2.6
Cash flow and future
billion. In 2015 the industrial structure of "One Huayi with Business All
development strategy
over the Country" will be basically formed, and it will become a chemical
engerprise group with strong competitive power and be among the top 50
global companies.
Shares held in other domestic During the report period Shanghai Huayi (Group) Company held 65.66%
or overseas listed companies equity interest of Double Coin Holdings Limited and 31.53% equity
during the report period interest of Shanghai Sanaifu New Material Co., Ltd..
2) The actual controller
(1) Legal person
Unit: RMB
State-owned Assets Supervision and Administration
Name
Commission of Shanghai Municipal Government
(2) The block diagram for property right and control relation between the Company and its actual
controller
37
上海氯碱化工股份有限公司 2012 年年度报告
5. Other legal person shareholders with shares held over 10%
As of the end of this report period the Company did not have any other Legal person shareholder holding
shares over 10%.
7. Particulars of the Directors, Supervisors, Senior Executives and Staff Members
1. Changes in shareholding and particulars of rewards
1) Particulars of Directors, Supervisors and senior executives (including the ones leaving post during
the report period)
Unit: Share
Reward got
Reward got from the
from the
Shares Company during the
Start date of End date of Shares held at shareholder's
Name Position Gender Age held at report period
office term office term year-beginning unit in the
year-end (RMB'0000)(before
report period
tax)
(RMB'0000)
Chairman of
Li Jun Male 53 12/20/2012 12/20/2015 865 865 0
the Board
Director,
Party
Hu secretary and
Male 57 12/20/2012 12/20/2015 63.40
Yongkang deputy
general
manager
Director,
general
He Gang manager and Male 44 12/20/2012 12/20/2015 14,000 14,000 85.14
deputy Party
secretary
Wang
Director Male 46 12/20/2012 12/20/2015 0
Zhenjin
Yu Employee
Male 54 12/20/2012 12/20/2015 42.51
Zhaojun Director
Wang Independent
Male 54 12/20/2012 12/20/2015 10
Kaiguo Director
Independent
Lu Yiping Male 67 12/20/2012 12/20/2015 10
Director
Li Independent
Male 38 12/20/2012 12/20/2015 10
Zengquan Director
Zhang Outside
Male 42 12/20/2012 12/20/2015 11.32
Wenlei Director
Chairman of
Qin Jian Supervisory Male 45 12/20/2012 12/20/2015 0
Committee
Yu Bin Supervisor Male 38 12/20/2012 12/20/2015 0
Dong Yan Supervisor Female 39 12/20/2012 12/20/2015 33.05
Wang Employee
Female 51 12/20/2012 12/20/2015 27.71
Minchun Supervisor
Wang Employee
Male 50 12/20/2012 12/20/2015 50.51
Linzao Supervisor
Cao
CFO Male 38 12/20/2012 12/20/2015 60.75
Jinrong
Deputy
Chen
general Male 48 12/20/2012 12/20/2015 44.59
Jiang
manager
Zhang Deputy Male 38 12/20/2012 12/20/2015 44.38
38
上海氯碱化工股份有限公司 2012 年年度报告
Junjun general
manager
Deputy
Yuan
general Male 45 12/20/2012 12/20/2015 45.38
Maoquan
manager
Secretary of
Xu
the Board of Male 57 12/20/2012 12/20/2015 40.79
Peiwen
Directors
Zhang Vice
Male 60 12/31/2009 12/20/2012 865 865 89.63
Ruiyue Chairman
Li Li Supervisor Female 42 12/31/2009 12/20/2012 0
Deputy
Yue Qun general Male 48 12/31/2009 02/01/2012 10.6
manager
Total / / / / / 15,730 15,730 679.76 /
Note: The original Supervisor Ms. Li Li is CFO of 3F New Material Co., Ltd. and gets reward from 3F New
Material Co., Ltd. in 2012.
Work career of Directors, Supervisors and senior executives in recent 5 years:
Li Jun, Chairman of the Board. He used to be general manager and Deputy Party secretary of Shanghai
Chlor-Alkali Chemical Co., Ltd. and Deputy Party secretary of Shanghai Tianyuan (Group) Co., Ltd. Now
he is the vice president of Shanghai Huayi (Group) Company, Chairman of the Board of Shanghai
Chlor-Alkali Chemical Co., Ltd., chairman of China Chlor-Alkali Industry Association and vice chairman
of Shanghai Stock Company Association.
Hu Yongkang, Director, Party secretary and deputy general manager. He used to be general manager, Party
secretary and Chairman of the Board of Shanghai Wujin Chemical Co., Ltd. Now he is the Director, Party
secretary and deputy general manager of Shanghai Chlor-Alkali Chemical Co., Ltd.
He Gang, Director, general manager and deputy Party secretary. He used to be the manager of marketing
department of Shanghai Chlor-Alkali Chemical Co., Ltd., assistant general manager, deputy general
manager and Routine vice general manager of Shanghai Chlor-Alkali Chemical Co., Ltd. Now he is the
Director, general manager and deputy Party secretary of Shanghai Chlor-Alkali Chemical Co., Ltd.
Wang Zhenjin, Director. He used to be the chief economist and assets controller of assets financial
department, head of management department and deputy general manager of Tyre & Rubber Group Co.,
Ltd., routine vice director of Tyre Research Institute and deputy general manager of Double Coin Holdings
Limited. Now he is the general manager of assets department of Shanghai Huayi (Group) Company and
Director of Shanghai Chlor-Alkali Chemical Co., Ltd.
Yu Zhaojun, employee Director. He used to be Party secretary of PVC factory of Shanghai Chlor-Alkali
Chemical Co., Ltd. Now he is the Director, Deputy Party secretary, secretary of Party discipline committee
and chairman of trade union of Shanghai Chlor-Alkali Chemical Co., Ltd.
Wang Kaiguo, Independent Director. Since June 2001 he has been Party secretary and Chairman of the
Board of Haitong Securities Co., Ltd. Now he is the Independent Director of Shanghai Chlor-Alkali
Chemical Co., Ltd.
Lu Yiping, Independent Director. He used to be Chairman of the Board of Shanghai Petrochemical,
Chairman of the Board of Shanghai Secco Petrochemical Industry Co., Ltd. and Chairman of the Board of
Shanghai Chemical Industry Park Development Co., Ltd. He resigned the post of Chairman of the Board of
Shanghai Petrochemical in 2005, the post of Chairman of the Board of Shanghai Secco Petrochemical
Industry Co. in November 2006 and the post of Chairman of the Board of Shanghai Chemical Industry
Park Development Co. in August 2008. Now he is the Independent Director of Shanghai Chlor-Alkali
Chemical Co., Ltd.
39
上海氯碱化工股份有限公司 2012 年年度报告
Li Zengquan, Independent Director. He used to be the associate professor and master's tutor in Accounting
Institute of Shanghai University of Finance and Economics, senior researcher and senior visiting scholar of
Accounting Department of City University of Hong Kong, Independent Director of Bus Share and
financial consultation expert of Xuhui District State-owned Assets Supervision and Administration
Commission, has got the title of Twilight Scholar. Now he is the vice dean of Accounting Institute of
Shanghai University of Finance and Economics, proofreader of Economic Research and many other
authoritive periodicals, member of editorial board of China Journal of Accounting Research, Independent
Director of Haibo Share and Independent Director of Dongshan Precision and Independent Director of
Shanghai Chlor-Alkali Chemical Co., Ltd.
Zhang Wenlei, outside Director. He used to be deputy chief of technical operation department, chief of
general department and deputy secretary general of China Chlor-Alkali Industry Association. Now he is
vice chairman and secretary general of China Chlor-Alkali Industry Association, routine councilor of
China Petrochemical Industry Association, vice chairman of China Chemical Environment Protection
Association, Independent Director of Hebei Jinniu Chemical Co., Ltd. and Independent Director of Yibin
Tianyuan Group Co., Ltd. and outside Director of Shanghai Chlor-Alkali Chemical Co., Ltd.
Qin Jian, Chairman of the Supervisory Committee. He used to be the vice president of Shanghai Huayi
(Group) Company. Now he is the Deputy Party secretary and Director of Shanghai Huayi (Group)
Company, president of Huayi Party School, Chairman of the Supervisory Committee of Double Coin
Group, Chief Supervisor of Paint & Polymer Company and Chairman of the Supervisory Committee of
Shanghai Chlor-Alkali Chemical Co., Ltd.
Yu Bin, Supervisor. He used to be the deputy general manager, CFO and manager of finance department of
Huayi Group Enterprise Development Co., Ltd. Now he is the deputy general manager of finance
department of Shanghai Huayi (Group) Company and the Supervisor of Shanghai Chlor-Alkali Chemical
Co., Ltd.
Dong Yan, Supervisor. She used to be the member of cadre section and allotment section of human
resource department and chief of personnel wage section of Shanghai Tianyuan (Group) Co., Ltd. and
Shanghai Chlor-Alkali Chemical Co., Ltd., and the assistant manager of human resource department of
Shanghai Chlor-Alkali Chemical Co., Ltd. Now she is the Supervisor and human resource department
manager of Shanghai Chlor-Alkali Chemical Co., Ltd.
Wang Minchun, employee Supervisor. He used to be deputy Party secretary, secretary of Party disciplinary
committee and chairman of trade union of PVC factory of Shanghai Chlor-Alkali Chemical Co., Ltd. Now
he is the employee Supervisor and vice chairman of trade union of Shanghai Chlor-Alkali Chemical Co.,
Ltd. and Party secretary of PVC plant of Shanghai Chlor-Alkali Chemical Co., Ltd.
Wang Linzao, employee Supervisor. He used to be the manager of production control department of
Shanghai Chlor-Alkali Chemical Co., Ltd. and deputy general manager of Shanghai Tianyuan Huasheng
Chemical Co., Ltd. Now he is the employee Supervisor of Shanghai Chlor-Alkali Chemical Co., Ltd. and
secretary of CPC general branch and factory director of Huasheng Chemical Plant of Shanghai
Chlor-Alkali Chemical Co., Ltd.
Cao Jinrong, CFO. He used to be the deputy manager of assets department of Shanghai Huayi (Group)
Company and deputy general manager of Shanghai Huayi Group Investment Co., Ltd. Now he is the CFO
of Shanghai Chlor-Alkali Chemical Co., Ltd.
Chen Jiang, deputy general manager. He used to be manager of technical development department of
Shanghai Chlor-Alkali Chemical Co., Ltd. and assistant general manager of Shanghai Chlor-Alkali
Chemical Co., Ltd. Now he is the deputy general manager of Shanghai Chlor-Alkali Chemical Co., Ltd.
40
上海氯碱化工股份有限公司 2012 年年度报告
Zhang Junjun, deputy general manager. He used to be process engineer in charge of vinyl chloride shop of
PVC factory of Shanghai Chlor-Alkali Chemical Co., Ltd., assistant manager of technical center of
Shanghai Chlor-Alkali Chemical Co., Ltd., chief of chemical research room of technical center, manager of
technical development department of Shanghai Chlor-Alkali Chemical Co., Ltd. and assistant general
manager of Shanghai Chlor-Alkali Chemical Co., Ltd. Now he is the deputy general manager of Shanghai
Chlor-Alkali Chemical Co., Ltd.
Yuan Maoquan, deputy general manager. He used to be the workshop chief engineer of PVC plant of
Shanghai Chlor-Alkali Chemical Company, assistant chief and routine deputy chief of technical center of
Shanghai Chlor-Alkali Chemical Company and deputy chief engineer of Shanghai Chlor-Alkali Chemical
Co., Ltd. Now he is the deputy general manager of Shanghai Chlor-Alkali Chemical Co., Ltd.
Xu Peiwen, Board Secretary. He used to be Board Secretary of Shanghai Tianyuan (Group) Co., Ltd., and
since 2000 he has also been chief of Board Secretary's office of Shanghai Chlor-Alkali Chemical Co., Ltd.
Zhang Ruiyue, Vice Chairman. He used to be Party secretary, Chairman of the Board and general manager
of Shanghai Tianyuan (Group) Co., Ltd. and Vice Chairman of Shanghai Chlor-Alkali Chemical Co., Ltd.
On December 20, 2012 he left the post of Vice Chairman of Shanghai Chlor-Alkali Chemical Co., Ltd.
Li Li, Supervisor. She used to be the assistant manager and manager of investment control department and
member of CPC Committee and Supervisor of Shanghai Chlor-Alkali Chemical Co., Ltd. On December 20,
2012 she left the post of Supervisor of Shanghai Chlor-Alkali Chemical Co., Ltd.
Yue Qun, deputy general manager. Since December 2003 he has been the deputy general manager of
Shanghai Chlor-Alkali Chemical Co., Ltd., and he left the post on February 1, 2012.
2. Particulars of Directors, Supervisors and senior executives (including the ones leaving post during
the report period)
1) Position in shareholder's unit
Name of Position in the
Name Start date of office term
shareholder's unit shareholder's unit
Shanghai Huayi
Li Jun Vice president April 1, 2009
(Group) Company
Shanghai Huayi General manager of assets
Wang Zhenjin Sept. 1, 2008
(Group) Company department
Shanghai Huayi
Qin Jian Deputy Party secretary Sept. 1, 2008
(Group) Company
Shanghai Huayi Deputy general manager of
Yu Bin July 1, 2010
(Group) Company financial department
2) Position in other units
Start date of office
Name Name of other unit Position in other unit
term
Inner Mongolia Yili Chemical
Li Jun Chairman of the Board January 1, 2008
Industry Co., Ltd.
Shanghai Chlor-Alkali Machinery
Hu Yongkang Chairman of the Board March 1, 2012
Co., Ltd.
Shanghai Lianheng Isocyanic Acid
Director April 1, 2011
Grease Co., Ltd.
He Gang Shanghai Hensmai Polyurethane Co.,
Vice Chairman January 1, 2012
Ltd.
Shanghai Huayi Group Finance Co., Director March 1, 2012
41
上海氯碱化工股份有限公司 2012 年年度报告
Ltd.
Shanghai Haibo Co., Ltd. Independent Director April 18, 2012
Li Zengquan Suzhou Dongshan Precision
Independent Director December 10, 2010
Manufacture Co., Ltd.
Hebei Jinniu Chemical Co., Ltd. Independent Director June 8, 2011
Zhang Wenlei
Yibin Tianyuan Group Co., Ltd. Independent Director June 19, 2009
Shanghai Jinyuan Tap Water Co.,
Wang Linzao Director July 1, 2011
Ltd.
Shanghai Dakai Plastic Co., Ltd. Chairman of the Board March 1, 2011
Shanghai Huayi Tianyuan Chemical
Director March 1, 2010
Chen Jiang Logistics Co., Ltd.
Shanghai Tianyuan Group High
Chairman of the Board May 1, 2012
Molecular Material Co., Ltd.
Shanghai Tiantai Addition Agent Co.,
Zhang Junjun Chairman of the Board April 1, 2012
Ltd.
Shanghai Luwei Plastics Co., Ltd. Chairman of the Board February 1, 2013
Cao Jinrong Shanghai Ruisheng Enterprises Co.,
Executive Director March 1, 2012
Ltd.
3. Rewards of Directors, Supervisors and senior executives
Decision-making process
for rewards to Directors, The reward to Directors, Supervisors and senior executives is decided by the
Supervisors and senior salary & checking committee of the Company.
executives
The basis for deciding
Rewards to Directors, Distributed according to the "Checking and Evaluation Methods on the
Supervisors and senior Reward to Directors, Supervisors and Senior Executives" of the Company
executives
The Board of Directors decided the reward standard for the Directors,
Supervisors and Senior Executives get salary from the Company and paid the
The rewards of the reward monthly in accordance with the Company's unified salary
Directors, Supervisors and management system and the annual performance review by the salary &
Senior Executives payable checking committee of the Board of Directors. The standard for allowance to
Independent Directors was examined and passed by the shareholders'
meeting.
Actual total reward to all
the Directors, Supervisors
RMB 6,797,600
and Senior Executives at
end of the report period
4. Change of Directors, Supervisors and senior executives
Name Position Change Reason of change
Elected by the Company's 2011 annual shareholders'
Yu Bin Supervisor Engaged
meeting on June 28, 2012.
Elected by the Company's 1st provisional shareholders'
Hu Yongkang Director Engaged
meeting of 2012 on December 20, 2012
Elected by the Company's 1st provisional shareholders'
Dong Yan Supervisor Engaged
meeting of 2012 on December 20, 2012
Zhang Ruiyue Director Leave post Expiration of the term of office
Li Li Supervisor Leave post Expiration of the term of office
Yue Qun Deputy Leave post Submit resignation for personal reason on February 1, 2012
42
上海氯碱化工股份有限公司 2012 年年度报告
general
manager
Deputy
Yuan Engaged by the 1st meeting of 8th Board of Directors on
general Engaged
Maoquan December 20, 2012
manager
5. Particulars of the core technology team or key technical personnel
In general the Company's core technology team or key technical personnel is table, and there was no
change in the personnel having significant influence on the Company's core competitive power.
6. Employees of the parent company and main subsidiaries
1) Particulars of employees
Number of employees in active service of the parent
2,219
company
Number of employees in active service of main
621
subsidiaries
Total number of employees in active service 2,840
Number of retired employees borne by the parent
4,165
company and main subsidiaries
Profession
Type of profession Number of people
Production personnel 1,428
Sales people 84
Technical personnel 203
Financial personnel 36
Administrative personnel 468
Total 2,219
Education level
Education level Number of people
Bachelor degree or higher 330
Junior college 557
Senior high school (technical secondary school) 401
Lower than senior high school 931
Total 2,219
2) Salary policy
The Company implements the "Position Level Salary Measures of Shanghai Chlor-Alkali Chemical Co.,
Ltd.".
3) Training plan
In 2012 the Company implemented training for 15915 men-times, including 10296 men-times for basic
level employees accounting for 64.69% of total training number. Main training content: post operation
training (examination for training of post required knowledge, 3 times per year by each branch factory,
examination for training of skill contest and other trainings for post operating skill), training for special
type of work (including the training for getting certificate and certificate checking for the post), training
for QHSE, training for post transfer and training for technical skill level (including getting certificate of
the skill level). There were 5619 men-times of training for non-basic level employees, accounting for
35.31% of the total training numbers. Main training content: further education for special post,
certificate-getting training for the qualification of special post, QHSE training, special topic training for
engineer, special lecture and other training for post ability.
43
上海氯碱化工股份有限公司 2012 年年度报告
4) Statistical chart for profession
5) Statistical chart for education level
8. Company Governance
44
上海氯碱化工股份有限公司 2012 年年度报告
1. Company governance and registration management for insider
The Company kept on improving the Company's corporate governance structure, regulating its operation
and strengthening its internal management strictly in accordance with the provisions and requirements of
the Company Law, Securities Law and the Management Principle of the Listed Companies and the files for
company's governance issued by China Securities Regulatory Committee and Shanghai Stock Exchange.
The Board of Directors deems that, the actual conditions of the Company's corporate governance structure
have no difference compared with the requirements in the Management Principle of the Listed Companies.
During the report period according to the requirements of Five Ministries for implementation of enterprise
internal control system, the Company engaged Shanghai Lixin Ruisi Information Management Co., Ltd. to
organize a project team together with the Company to promote and improve the Company's internal
management system. It completed reviewing of the internal control system in 2011, completed the final
version of the system in first quarter of 2012, and issued the system and started to implement it since April
1. Meanwhile, in accordance with the requirements of the Guidance on the Articles of Association of
State-controlled Listed Companies issued by Shanghai State-owned Assets Supervision and Administration
Commission and the Notice on Relevant Matters Related to Further Implementation of Cash Dividends
Distribution of Listed Companies, the Company amended the Articles of Association, improved the policy
on cash dividend distribution, clarified the formulation of profit distribution, modified the examination
procedure and the mechanism for hearing the opinion and request of middle and small shareholders
through multiple channel, and clarified the specific conditions and ratio for cash dividend distribution. In
accordance with the amendment for the Articles of Association, the Company also made related
amendment for relevant systems such as the Rules of Procedure of the Shareholders' Meeting, Rules of
Procedure of the Meetings of the Board of Directors, Rules of Procedure of the Supervisory Committee,
Enforcement Rules for Special Committee of the Board of Directors and the Details for Financial United
Signing System.
During the report period the Company implemented the Management System on Registration of Learners
of Insider Information strictly and made the insider information security work further well to safeguard the
interests of the shareholders.
2. Brief introductions to the shareholders' meetings
In 2012 the Company totally convened two shareholders' meeting, i.e., 2011 annual shareholders' meeting
and 2012 1st provisional shareholders' meeting, as follows:
1) On June 28, 2012 the Company convened 2011 annual shareholders' meeting, which examined and passed
all the motions. The resolution announcement of the shareholders' meeting was carried in China Securities,
Shanghai Securities News, Securities Post, Hong Kong Commercial Daily and the website of Shanghai
Stock Exchange www.sse.com.cn on June 29, 2012. The motions are as follows:
1. Examine 2011 Annual Report and the Abstract; 2. Examined 2011 Work Report of the Board of
Directors; 3. Examined 2011 Work Report of the Supervisory Committee; 4. Examined the Motion on the
Final Account of 2011 and the Financial Budget of 2012; 5. Examined the Motion on Application for
Financing Credit in 2012; 6. Examined the Proposal for Profit Distribution of 2011; 7. Examined the
Motion on Post Admittance for Max. Amount of Routine Related Transactions; 8. Examined the Motion on
Estimated Routine Related Transactions in 2012; 9. Examined the Motion on Continual Engagement of
Public Accounting Firm and the Payment for the Reward in 2011; 10. Examined the Motion on Change of
the Supervisors; 11. Examined the Motion on Signing Tripartite Agreement for Finance Service with
Related Parties; 12. Examined the 2011 Work Report of the Independent Directors.
2) On December 20, 2012 the Company convened 2012 1st provisional shareholders' meeting, which
examined and passed all the motions and elected the new Board of Directors and Supervisory Committee
through the cumulative voting, and the resolution announcement was carried in China Securities, Shanghai
Securities News, Securities Post, Hong Kong Commercial Daily and the website of Shanghai Stock
Exchange www.sse.com.cn on December 21, 2012. The motions are as follows:
1. Examined the Work Report of 7th Board of Directors; 2. Examined the Work Report of 7th Supervisory
45
上海氯碱化工股份有限公司 2012 年年度报告
Committee; 3. Examined the Motion on Amendment of the Articles of Association and Related Systems; 4.
The Motion on Engagement of the Audit Agency for Internal Control in 2012; 5. Examined the Motion on
Proposal for Candidates of the Directors and Independent Directors of 8th Board of Directors for electing
the Directors and Independent Directors one by one; 6. Examined the Motion on Proposal for Candidates
of the Supervisors of 8th Supervisory Committee for electing the Supervisors one by one.
3. Duty performance of the Directors
1) Attendance of Directors in Board meetings and shareholders' meetings
Particulars of
attendance in
Particulars of attendance in Board meetings
shareholders'
Independent meetings
Name of
Director or Attendances
Director Required Attendances
not Attendances not in person
number of Attendances Entrusted in
through Absences successively
attendances in person attendances shareholders'
communication for 2 times or
this year meeting
not
Li Jun No 8 8 5 0 0 No 2
Hu
No 1 1 1
Yongkang
He Gang No 8 8 5 0 0 No 2
Wang No
No 8 8 5 0 0 2
Zhenjin
Yu No
No 8 8 5 0 0 2
Zhaojun
Wang No
Yes 8 8 5 0 0 1
Kaiguo
Lu Yiping Yes 8 8 5 0 0 No 2
Li No
Yes 8 8 5 0 0 2
Zengquan
Zhang No
No 8 8 5 0 0 2
Wenlei
Board meetings convened this year 8
Incl.: On-site meetings 3
Meetings held through communication 5
Meetings held through communication and on site 0
2) Rejection raised by Independent Directors to the Company's concerned matters
During the report period the Company's Independent Directors did not raise any objection to the
Company's motion in Board meetings or non Board meetings.
4. Important opinions and proposals raised by the special committees under the Board of Directors in
duty performance during the report period
In accordance with the Enforcement Rules of the Special Committees under the Board of Directors, the
special committees under the Board of Directors attended to their own duties, gave full play to their own
special skills and played active roles in decision-making for significant matters of the Board of Directors.
For the annual report and related work, the audit committee performed its duty earnestly, raising the
constructive suggestion for the Company's periodic report, internal control system, asset disposal and
related transaction from the professional point of view and supervising the further healthful, stable and
rapid development of the Company. The investment committee made panel discussion on important
investment projects of the Company such as optimization of the chlorine circulation industry chain to
46
上海氯碱化工股份有限公司 2012 年年度报告
enhance the scientificalness of investment. The salary & checking committee convened a meeting to raise
an amendment proposal for the Salary Checking Method for the Company's Senior Executives and submit
it to the Board of Directors of the Company for examination. Meanwhile, it examined and confirmed the
salary of the Company's senior executives in 2012 and raised examination proposal for the salary of the
senior executives in 2012.
5. The note of the Supervisory Committee for the Company's risk
The Supervisory Committee makes no rejection for the supervised events during the report period.
6. The examination and evaluation mechanism for the senior executives and the establishment and
implementation of the incentive mechanism during the report period
The implemented the Salary Checking Method for the Company's Senior Executives, let the salary &
checking committee under the Board of Directors to conduct annual performance review to decide the
reward standard for the Directors, Supervisors and Senior Executives getting salary from the Company,
and paid the reward monthly.
9. Internal Control
1. Declaration for the responsibility of internal control and the construction of the internal control
system
The Board of Directors of the Company declares to be responsible for establishing, improving and
implementing effectively the internal control, and has performed the duty for guiding and supervising the
establishment and implementation of the internal control in order to be capable of ensuring the truth and
reliability of the financial report and safety and integrity of the assets.
The Board of Directors of the Company deems that, the existing internal control system of the Company
conforms to the requirements of state laws and codes basically, meets the needs of actual conditions of the
Company's production operation, plays good role of control and prevention in all the processes and key
links of the Company's operating management, and is effective in whole internal control. The
self-assessment report on internal control was carried in the website of Shanghai Stock Exchange with the
name as the Company's Self-assessment Report on Internal Control at the same day.
2. Explanation of the auditor's report on internal control
During the report period the Company engaged Shanghai Shu Lun Pan CPA Ltd. (special general
partnership) as its audit agency for the internal control in 2012. Shanghai Shu Lun Pan CPA Ltd. (special
general partnership) issued an auditor's report on internal control with standard unqualified opinion,
deeming that the Company kept effective internal control on the financial report in all significant aspects in
accordance with the Fundamental Norms for Enterprise Internal Control and relevant provisions on
December 31, 2012. For details of the auditor's report on internal control, please see the Auditor's Report
on the Company's Internal Control carried in the website of Shanghai Stock Exchange at the same day.
3. The accountability system for significant mistakes in the annual report and the note on relevant
implementation
The Company's Information Disclosure Management System had defined the range of insider information
and the confidentiality obligation of the insider for such information. The insider for such information shall
assume the obligation and responsibility of good faith and performing duty diligently according to law. In
case of any violation of the system, Shanghai Stock Exchange shall dispose it according to regulations.
The Company ensures the effective enforcement of internal control through the responsibility claim system
and encourage system.
47
上海氯碱化工股份有限公司 2012 年年度报告
10. Financial Accounting Report
The Company's annual financial report was audited by the China certified accountant Sang Qimin and Ling
Min of Shanghai Shu Lun Pan CPA Ltd. (special general partnership) Limited, which issued an auditor's
report with standard unqualified opinion.
1. Auditor's Report
Auditor's Report
XKSBZ [2013] No. 110413
To all the shareholders of Shanghai Chlor-Alkali Chemical Co., Ltd.:
We audited the attached financial statements of Shanghai Chlor-Alkali Chemical Co., Ltd. (hereinafter
referred to as the "Company"), including the balance sheet and consolidated balance sheet as of December 31,
2012, income statement and consolidated income statement of 2012, cash flow statement and consolidated
cash flow statement of 2012, statement of changes in owner's equity and consolidated statement of changes in
owner's equity in 2012, and the notes to the financial statements.
1. The management's responsibility to financial statements
To prepare financial statements make report fairly in it is the responsibility of the management of the
Company. Such responsibility should include: (1) to prepare the financial statements in accordance with
the provisions in the Enterprise Accounting Standard and make the statements realize fair reflection; (2) to
design, execute and maintain necessary internal control to make the financial statements not have
significant misrepresentation caused by fraud or error.
2. Responsibility of the certified accountants
Our responsibility is to express our audit opinion to the financial statements on the basis of executing the
audit work. We conducted the audit work in accordance with the provisions of the Auditing Standards for
CPAs of China. The Auditing Standards for CPAs of China requires us to abide by the code of professional
ethics of CPAs of China, and to plan and execute audit work to obtain reasonable assurance for the
financial statements not having significant misrepresentation.
The audit work involves with conducting audit procedure to obtain the audit evidences related to the
amount and disclosure of the financial statements. The audit procedure selected depends on the judgment
of the certified accountants, including the evaluation on the risk of significant misrepresentation of the
financial statements due to fraud or error. While making risk evaluation, the certified accountants
considered the internal control related to preparing and fair listing of the financial statements to design a
proper audit procedure. The audit work further includes evaluating the suitability of accounting policy
selected by the management and the reasonableness of the accounting estimate made by the management,
as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidences we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
48
上海氯碱化工股份有限公司 2012 年年度报告
3. Audit opinion
We deem that, the financial statements of the Company has been prepared in accordance with the
provisions of the enterprise accounting standard, and has fairly reflected the financial status of the
Company as of December 31, 2012 and its operating results and cash flow in 2012 in all significant
aspects.
Shanghai Shu Lun Pan CPA Ltd. (special general partnership)
China certified accountant: Sang Qimin
China certified accountant: Ling Min
Shanghai China March 20, 2013
2. Financial statements
Consolidated Balance Sheet
December 31, 2012
Prepared by: Shanghai Chlor-Alkali Chemical Co., Ltd.
Unit: RMB
Item Closing balance Beginning balance
Current assets:
Monetary fund 573,937,087.33 513,913,060.98
Settlement reserves
Loans to other bank
Transactional financial assets
Notes receivable 373,350,546.92 481,685,757.07
Accounts receivable 281,073,306.34 288,866,205.33
Advance payment 178,566,203.12 179,219,263.63
Premium receivable
Reinsurance accounts receivable
Contract reserve of reinsurance receivable
Interest receivable
Dividend receivable
Other receivables 10,779,462.95 17,803,002.27
Financial assets purchased under agreement to
resell
Inventories 401,049,834.13 267,251,385.63
Non-current assets due in one year
Other current assets
Subtotal of current assets 1,818,756,440.79 1,748,738,674.91
Non-current assets:
Disbursement of entrusted loans and advances
Salable financial assets 9,905,288.69 11,449,082.00
Held-to-maturity investments
Long-term receivables
49
上海氯碱化工股份有限公司 2012 年年度报告
Long-term equity investment 386,918,042.18 313,851,701.12
Investment real estate
Fixed assets 3,373,696,831.94 2,834,188,174.58
Construction in progress 455,983,782.08 814,666,854.26
Engineering material 7,136,262.70 22,828,311.90
Disposal of fixed assets
Productive biological assets
Oil gas assets
Intangible assets 259,222,805.52 231,738,859.41
Development expenditure 128,547.41 2,275,971.49
Goodwill
Long-term prepaid expenses 26,981,667.67 27,799,021.00
Deferred income tax assets 1,403,117.84 392,701.08
Other non-current assets
Subtotal of non-current assets 4,521,376,346.03 4,259,190,676.84
Total of assets 6,340,132,786.82 6,007,929,351.75
Current liabilities:
Short-term loan 577,905,075.14 636,050,000.00
Loan from central bank
Customer bank deposits and due to banks and
other financial institutions
Loans from financial institutions
Transactional financial liabilities
Notes payable
Accounts payable 364,270,073.50 365,023,459.12
Advance receipts 374,554,029.66 304,245,823.25
Financial assets sold for repurchase
Handling charges and commission payable
Staff salary payable 47,483,968.60 66,329,667.08
Tax payable 43,546,800.74 57,635,284.26
Interest payable 3,247,050.81 3,138,288.90
Dividend payable 3,402,443.92 2,566,880.88
Other payables 876,068,167.39 699,751,182.21
Reinsurance accounts payable
Reserve of insurance contract
Customer brokerage deposits
Securities underwriting brokerage deposits
Non-current liabilities due in one year
Other current liabilities
Subtotal of current liabilities 2,290,477,609.76 2,134,740,585.70
Non-current liabilities:
Long-term loan 64,000,000.00 45,000,000.00
Bonds payable
Long-term payables 976,026,345.12 976,026,345.12
Special payables 97,700,000.00 100,290,000.00
Estimated liabilities
Liabilities for deferred income tax 2,187,080.42 2,599,770.50
Other non-current liabilities 1,047,150.00 1,163,500.00
Subtotal of non-current liabilities 1,140,960,575.54 1,125,079,615.62
Subtotal of liabilities 3,431,438,185.30 3,259,820,201.32
50
上海氯碱化工股份有限公司 2012 年年度报告
Owner's equity (or shareholders' equity):
Paid-in capital (or share capital) 1,156,399,976.00 1,156,399,976.00
Capital reserves 1,590,142,742.37 1,590,422,958.50
Less: Treasury stock
Special reserve
Surplus reserves 10,384,738.92 10,037,341.80
Provision for normal risk
Undistributed profit 71,537,113.31 -30,657,626.39
Converted difference in foreign currency
statements
Owner's equity attributed to parent company 2,828,464,570.60 2,726,202,649.91
Minority interest 80,230,030.92 21,906,500.52
Total of owner's equity 2,908,694,601.52 2,748,109,150.43
Total of liabilities and owner's equity 6,340,132,786.82 6,007,929,351.75
Legal representative: Mr. Li Jun Principal in charge of accounting: Mr. He Gang Head of accounting
dept.: Mr. Lai Yonghua
Balance Sheet of Parent Company
December 31, 2012
Prepared by: Shanghai Chlor-Alkali Chemical Co., Ltd.
Unit: RMB
Item Closing balance Beginning balance
Current assets:
Monetary fund 495,362,517.37 469,735,610.03
Transactional financial assets
Notes receivable 357,389,511.98 478,172,232.64
Accounts receivable 219,704,681.52 258,831,739.81
Advance payment 169,972,244.57 177,905,345.71
Interest receivable
Dividend receivable
Other receivables 20,388,175.90 16,958,324.58
Inventories 341,176,769.80 246,137,124.79
Non-current assets due in one year
Other current assets
Subtotal of current assets 1,603,993,901.14 1,647,740,377.56
Non-current assets:
Salable financial assets 8,339,522.40 11,449,082.00
Held-to-maturity investments
Long-term receivables
Long-term equity investment 570,724,702.01 451,732,321.28
Investment real estate
Fixed assets 3,205,968,169.72 2,748,049,633.78
Construction in progress 411,512,002.21 784,437,895.10
Engineering material 7,136,262.70 22,828,311.90
Disposal of fixed assets
Productive biological assets
Oil gas assets
Intangible assets 215,622,425.18 224,965,963.58
Development expenditure 128,547.41 2,275,971.49
51
上海氯碱化工股份有限公司 2012 年年度报告
Goodwill
Long-term prepaid expenses 25,704,767.62 27,384,763.77
Deferred income tax assets
Other non-current assets
Subtotal of non-current assets 4,445,136,399.25 4,273,123,942.90
Total of assets 6,049,130,300.39 5,920,864,320.46
Current liabilities:
Short-term loan 497,555,075.14 636,050,000.00
Transactional financial liabilities
Notes payable
Accounts payable 332,975,473.99 358,980,276.16
Advance receipts 366,474,671.21 303,884,592.65
Staff salary payable 34,762,170.00 46,530,000.00
Tax payable 40,131,602.62 54,460,870.05
Interest payable 3,106,744.79 3,138,288.90
Dividend payable 1,372,676.90 1,372,676.90
Other payables 864,889,309.30 698,312,474.51
Non-current liabilities due in one year
Other current liabilities
Subtotal of current liabilities 2,141,267,723.95 2,102,729,179.17
Non-current liabilities:
Long-term loan 64,000,000.00 45,000,000.00
Bonds payable
Long-term payables 976,026,345.12 976,026,345.12
Special payables 97,700,000.00 100,290,000.00
Estimated liabilities
Liabilities for deferred income tax 1,822,380.60 2,599,770.50
Other non-current liabilities 1,047,150.00 1,163,500.00
Subtotal of non-current liabilities 1,140,595,875.72 1,125,079,615.62
Subtotal of liabilities 3,281,863,599.67 3,227,808,794.79
Owner's equity (or shareholders' equity):
Paid-in capital (or share capital) 1,156,399,976.00 1,156,399,976.00
Capital reserves 1,597,355,411.76 1,597,097,581.46
Less: Treasury stock
Special reserve
Surplus reserves 10,384,738.92 10,037,341.80
Provision for normal risk
Undistributed profit 3,126,574.04 -70,479,373.59
Subtotal of owner's equity (or shareholders' equity) 2,767,266,700.72 2,693,055,525.67
Total of liabilities and owner's equity (or shareholders'
6,049,130,300.39 5,920,864,320.46
equity)
Legal representative: Mr. Li Jun Principal in charge of accounting: Mr. He Gang Head of accounting
dept.: Mr. Lai Yonghua
Consolidated Income Statement
January - December, 2012
Unit: RMB
Item Amount of current Amount of
52
上海氯碱化工股份有限公司 2012 年年度报告
period previous period
1. Gross operating income 6,340,883,649.76 5,762,526,037.15
Incl.: Operating income 6,340,883,649.76 5,762,526,037.15
Interest income
Earned premium
Income from handling charges and
commissions
2. Gross operating cost 6,354,624,964.69 5,692,384,492.25
Incl.: Operating cost 5,700,714,055.07 4,923,157,869.57
Interest expense
Expenditure for handling charges and
commissions
Surrenders
Net payment of claims
Net reserve of insurance contract
appropriated
Policy dividend expenditure
Reinsurance premium
Business tax and extra 23,582,922.84 34,464,638.69
Selling expenses 151,977,833.76 119,134,006.71
Management expenses 334,096,291.86 460,884,227.14
Financial expenses 120,850,845.04 112,433,576.90
Loss from depreciation of assets 23,403,016.12 42,310,173.24
Plus: Income from change of fair value (for loss
filled in "－")
Investment income (for loss filled in "－") 108,360,721.34 12,502,205.94
Incl.: Investment income from affiliated enterprises
84,147,446.18 6,367,457.35
and joint ventures
Exchange gain (for loss filled in "-")
3. Operating profit (for loss filled in "－") 94,619,406.41 82,643,750.84
Plus: Non-operating income 22,748,607.99 157,473,062.33
Less: Non-operating expenses 2,418,258.02 12,981,471.33
Incl.: Loss from disposal of non-current assets 1,649,789.84 8,329,480.62
4. Gross profit (for gross loss filled in "－") 114,949,756.38 227,135,341.84
Less: Income tax expenses 3,783,886.50 752,474.03
5. Net profit (net loss filled in "－") 111,165,869.88 226,382,867.81
Net profit attributed to parent company's owners 102,542,136.82 229,773,339.37
Minority's profit and loss 8,623,733.06 -3,390,471.56
6. Earnings per share:
1) Basic earnings per share 0.0887 0.1987
2) Diluted earnings per share 0.0887 0.1987
7. Other composite income -2,870,216.13 1,379,622.00
8. Total amount of composite income 108,295,653.75 227,762,489.81
Total composite income attributed to owners of parent
99,671,920.69 231,152,961.37
company
Total composite income attributed to minority
8,623,733.06 -3,390,471.56
shareholders
Legal representative: Mr. Li Jun Principal in charge of accounting: Mr. He Gang Head of accounting
dept.: Mr. Lai Yonghua
53
上海氯碱化工股份有限公司 2012 年年度报告
Income Statement of Parent Company
January - December, 2012
Unit: RMB
Amount of current Amount of
Item
period previous period
1. Operating income 5,457,044,777.50 5,643,801,641.05
Less: Operating cost 4,906,634,638.45 4,839,364,195.93
Business tax and extra 19,607,926.66 31,226,928.63
Selling expenses 138,459,702.68 113,629,896.60
Management expenses 289,865,216.26 412,774,838.30
Financial expenses 117,198,038.40 115,028,164.40
Loss from depreciation of assets 25,231,062.07 43,227,240.48
Plus: Income from change of fair value (for loss
filled in "－")
Investment income (for loss filled in "－") 105,179,962.51 -83,817,875.41
Incl.: Investment income from affiliated enterprises
84,147,446.18 6,367,457.35
and joint ventures
2. Operating profit（for loss filled in "－") 65,228,155.49 4,732,501.30
Plus: Non-operating income 10,292,645.26 154,703,411.50
Less: Non-operating expenses 1,567,456.00 12,785,016.78
Incl.: Loss from disposal of non-current assets 1,567,456.00 8,242,461.78
3. Gross profit (for total loss filled in "－") 73,953,344.75 146,650,896.02
Less: Income tax expenses
4. Net profit (for net loss filled in "－") 73,953,344.75 146,650,896.02
5. Earnings per share:
1) Basic earnings per share 0 0
2) Diluted earnings per share 0 0
6. Other composite income -2,332,169.70 1,379,622.00
7. Total amount of composite income 71,621,175.05 148,030,518.02
Legal representative: Mr. Li Jun Principal in charge of accounting: Mr. He Gang Head of accounting
dept.: Mr. Lai Yonghua
Consolidated Cash Flow Statement
January - December, 2012
Unit: RMB
Amount of Amount of
Item
current period previous period
1. Cash flow from operating activities:
Cash received from sale of goods and rendering of service 7,250,073,878.07 6,539,576,730.72
Net increase of customers' deposit and deposit from same
trade
Net increase of loan from central bank
Net increase of fund lent from other financial institutions
Cash received from premium of original insurance contract
Net cash received from reinsurance business
Net increase of policyholder's deposits and investments
Net increase in disposal of transactional financial assets
Cash from receipt of interest, handling charge and
commission
54
上海氯碱化工股份有限公司 2012 年年度报告
Net increase of loans from financial institutions
Net increase of fund for repurchase business
Tax rebates received 593,544.61
Other cash related to operating activities received 16,866,235.34 99,797,053.13
Subtotal of cash inflow from operating activities 7,267,533,658.02 6,639,373,783.85
Cash paid for purchase of goods and acceptance of service 5,833,765,627.79 5,111,490,960.72
Net increase of customer loan and advances
Net increase of deposit in central bank and same trade
Cash for payment of claims due to original insurance
contract
Cash for payment of interest, handling charge and
commission
Cash for payment of policy dividend
Cash paid to or for employees 383,243,316.16 348,979,756.38
Cash paid for taxes and surcharges 233,092,627.99 268,815,755.79
Other cash paid related to operating activities 173,123,255.94 200,040,648.77
Subtotal of cash outflow from operating activities 6,623,224,827.88 5,929,327,121.66
Net cash flow from operating activities 644,308,830.14 710,046,662.19
2. Cash flow from investment activities:
Cash received from disinvestment 34,981,500.97
Cash received from investment income 6,392,413.42 7,959,362.09
Net cash received from disposal of fixed assets, intangible
1,281,210.00 239,235.51
assets and other long-term assets
Net cash received from disposal of subsidiaries and other
business units
Other cash related to investment activities received 2,590,000.00
Subtotal of cash inflow from investment activities 42,655,124.39 10,788,597.60
Cash paid for purchase of fixed assets, intangible assets and
361,470,511.32 720,700,915.01
other long-term assets
Cash paid for investment 10,000,000.00
Net increase of pledge loan
Net cash paid for acquisition of subsidiaries and other
3,925,153.93
business units
Other cash paid related to investment activities
Subtotal of cash outflow from investment activities 375,395,665.25 720,700,915.01
Net cash flow from investment activities -332,740,540.86 -709,912,317.41
3. Cash flow from financing activities:
Cash received from capital contributions
Incl.: Cash received by subsidiaries from capital
contributions of minority shareholders
Cash received from loan 1,651,108,034.80 1,601,000,000.00
Cash received from issuing bonds
Other cash received related to financing activities
Subtotal of cash inflow from financing activities 1,651,108,034.80 1,601,000,000.00
Cash paid for debt settlement 1,768,372,959.66 1,496,000,000.00
Cash paid for distribution of dividend or profit or for
134,531,528.76 111,045,108.71
payment of interest
Incl.: Dividend and profit paid by subsidiaries to minority
shareholders
Other cash paid related to financing activities 1,017,420.00
Subtotal of cash outflow from financing activities 1,902,904,488.42 1,608,062,528.71
55
上海氯碱化工股份有限公司 2012 年年度报告
Net cash flow from financing activities -251,796,453.62 -7,062,528.71
4. Impact of change in exchange rate on cash and cash
252,190.69 -635,595.20
equivalents
5. Net increase in cash and cash equivalents 60,024,026.35 -7,563,779.13
Plus: Beginning balance of cash and cash equivalents 513,913,060.98 521,476,840.11
6. Closing balance of cash and cash equivalents 573,937,087.33 513,913,060.98
Legal representative: Mr. Li Jun Principal in charge of accounting: Mr. He Gang Head of accounting
dept.: Mr. Lai Yonghua
Cash Flow Statement of Parent Company
January - December, 2012
Unit: RMB
Amount of Amount of
Item
current period previous period
1. Cash flow from operating activities:
Cash received from sale of goods and rendering of service 6,214,083,638.97 6,414,123,930.30
Tax rebates received
Other cash related to operating activities received 10,024,289.65 96,359,346.87
Subtotal of cash inflow from operating activities 6,224,107,928.62 6,510,483,277.17
Cash paid for purchase of goods and acceptance of service 4,985,860,307.02 5,089,863,685.89
Cash paid to or for employees 286,794,835.59 276,657,042.87
Cash paid for taxes and surcharges 191,802,939.45 253,378,558.30
Other cash paid related to operating activities 139,480,052.58 189,460,691.53
Subtotal of cash outflow from operating activities 5,603,938,134.64 5,809,359,978.59
Net cash flow from operating activities 620,169,793.98 701,123,298.58
2. Cash flow from investment activities:
Cash received from disinvestment 24,981,500.97
Cash received from investment income 6,292,808.87 11,069,240.95
Net cash received from disposal of fixed assets, intangible
3,020.00 82,726.27
assets and other long-term assets
Net cash received from disposal of subsidiaries and other
565,376.11
business units
Other cash related to investment activities received 2,590,000.00
Subtotal of cash inflow from investment activities 31,277,329.84 14,307,343.33
Cash paid for purchase of fixed assets, intangible assets and
349,489,911.11 719,585,905.72
other long-term assets
Cash paid for investment
Net cash paid for acquisition of subsidiaries and other
45,754,798.06
business units
Other cash paid related to investment activities
Subtotal of cash outflow from investment activities 395,244,709.17 719,585,905.72
Net cash flow from investment activities -363,967,379.33 -705,278,562.39
3. Cash flow from financing activities:
Cash received from capital contributions
Cash received from loan 1,541,258,034.80 1,601,000,000.00
Cash received from issuing bonds
56
上海氯碱化工股份有限公司 2012 年年度报告
Other cash received related to financing activities
Subtotal of cash inflow from financing activities 1,541,258,034.80 1,601,000,000.00
Cash paid for debt settlement 1,658,772,959.66 1,496,000,000.00
Cash paid for distribution of dividend or profit or for
113,293,288.65 110,294,924.62
payment of interest
Other cash paid related to financing activities
Subtotal of cash outflow from financing activities 1,772,066,248.31 1,606,294,924.62
Net cash flow from financing activities -230,808,213.51 -5,294,924.62
4. Impact of change in exchange rate on cash and cash
232,706.20 -584,110.00
equivalents
5. Net increase in cash and cash equivalents 25,626,907.34 -10,034,298.43
Plus: Beginning balance of cash and cash equivalents 469,735,610.03 479,769,908.46
6. Closing balance of cash and cash equivalents 495,362,517.37 469,735,610.03
Legal representative: Mr. Li Jun Principal in charge of accounting: Mr. He Gang Head of accounting
dept.: Mr. Lai Yonghua
Consolidated Statement of Changes in Owners' Equity
January - December, 2012
Unit: RMB
Amount of current period
Owner's equity attributed to parent company
Item Minority Total of owner's
Paid-in capital (or Undistributed
Capital reserves Surplus reserves interest equity
share capital) profit
1. Balance at end of last
1,156,399,976.00 1,590,422,958.50 10,037,341.80 -30,657,626.39 21,906,500.52 2,748,109,150.43
year
Plus: Change in
accounting policy
Correction of errors
in previous period
Other
2. Balance at beginning
1,156,399,976.00 1,590,422,958.50 10,037,341.80 -30,657,626.39 21,906,500.52 2,748,109,150.43
of the year
3. Increase or decrease
of current period (for
-280,216.13 347,397.12 102,194,739.70 58,323,530.40 160,585,451.09
decrease filled in "－
")
1) Net profit 102,542,136.82 8,623,733.06 111,165,869.88
2) Other composite
-2,870,216.13 -2,870,216.13
income
Subtotal of above 1)
-2,870,216.13 102,542,136.82 8,623,733.06 108,295,653.75
and 2)
3) Capital contributed
or reduced by the 2,590,000.00 49,592,339.28 52,182,339.28
owner
(1) Capital contributed
by the owner
(2) Payment for shares
attributed into
owner's equity
(3) Other 2,590,000.00 49,592,339.28 52,182,339.28
4) Profit distribution 347,397.12 -347,397.12 107,458.06 107,458.06
(1) Appropriated
347,397.12 -347,397.12
surplus reserves
(2) Appropriated
provision for normal
risk
57
上海氯碱化工股份有限公司 2012 年年度报告
(3) Distribution to
owners (or 107,458.06 107,458.06
shareholders)
(4) Other
5) Internal transfer of
owner's equity
(1) Capital reserves
transferred into
capital (or share
capital)
(2) Surplus reserves
transferred into
capital (or share
capital)
(3) Surplus reserves
covering loss
(4) Other
6) Special reserve
(1) Appropriated in
current period
(2) Used in current
period
7) Other
4. Closing balance of
1,156,399,976.00 1,590,142,742.37 10,384,738.92 71,537,113.31 80,230,030.92 2,908,694,601.52
current period
Unit: RMB
Amount at same period of last year
Owner's equity attributed to parent company
Item Minority Total of owner's
Paid-in capital (or Undistributed
Capital reserves Surplus reserves interest equity
share capital) profit
1. Balance at end of last
1,156,399,976.00 1,599,203,321.95 9,360,895.40 -259,754,519.36 10,425,048.67 2,515,634,722.66
year
Plus: Change in
accounting policy
Correction of errors
in previous period
Other
2. Balance at beginning
1,156,399,976.00 1,599,203,321.95 9,360,895.40 -259,754,519.36 10,425,048.67 2,515,634,722.66
of the year
3. Increase or decrease
of current period (for
-8,780,363.45 676,446.40 229,096,892.97 11,481,451.85 232,474,427.77
decrease filled in "－
")
1) Net profit 229,773,339.37 -3,390,471.56 226,382,867.81
2) Other composite
1,379,622.00 1,379,622.00
income
Subtotal of above 1) and
1,379,622.00 229,773,339.37 -3,390,471.56 227,762,489.81
2)
3) Capital contributed
or reduced by the 6,164,500.00 -1,038,338.15 5,126,161.85
owner
(1) Capital contributed
-1,038,338.15 -1,038,338.15
by the owner
(2) Payment for shares
attributed into
owner's equity
(3) Other 6,164,500.00 6,164,500.00
4) Profit distribution -414,223.89 -414,223.89
58
上海氯碱化工股份有限公司 2012 年年度报告
(1) Appropriated surplus
reserves
(2) Appropriated
provision for normal
risk
(3) Distribution to
owners (or -414,223.89 -414,223.89
shareholders)
(4) Other
5) Internal transfer of
owner's equity
(1) Capital reserves
transferred into
capital (or share
capital)
(2) Surplus reserves
transferred into
capital (or share
capital)
(3) Surplus reserves
covering loss
(4) Other
6) Special reserve
(1) Appropriated in
current period
(2) Used in current
period
7) Other -16,324,485.45 676,446.40 -676,446.40 16,324,485.45
4. Closing balance of
1,156,399,976.00 1,590,422,958.50 10,037,341.80 -30,657,626.39 21,906,500.52 2,748,109,150.43
current period
Legal representative: Mr. Li Jun Principal in charge of accounting: Mr. He Gang Head of accounting dept.:
Mr. Lai Yonghua
Statement of Changes in Owners' Equity of Parent Company
January - December, 2012
Unit: RMB
Amount of current period
Item Paid-in capital (or Surplus Undistributed Total of owner's
Capital reserves
share capital) reserves profit equity
1. Balance at end of last year 1,156,399,976.00 1,597,097,581.46 10,037,341.80 -70,479,373.59 2,693,055,525.67
Plus: Change in accounting policy
Correction of errors in previous
period
Other
2. Balance at beginning of the year 1,156,399,976.00 1,597,097,581.46 10,037,341.80 -70,479,373.59 2,693,055,525.67
3. Increase or decrease of current period
257,830.30 347,397.12 73,605,947.63 74,211,175.05
(for decrease filled in "－")
1) Net profit 73,953,344.75 74,582,975.89
2) Other composite income -2,332,169.70 -2,961,800.84
Subtotal of above 1) and 2) -2,332,169.70 73,953,344.75 71,621,175.05
3) Capital contributed or reduced by the
2,590,000.00 2,590,000.00
owner
(1) Capital contributed by the owner
(2) Payment for shares attributed into
owner's equity
(3) Other 2,590,000.00 2,590,000.00
4) Profit distribution 347,397.12 -347,397.12
(1) Appropriated surplus reserves 347,397.12 -347,397.12
(2) Appropriated provision for normal
59
上海氯碱化工股份有限公司 2012 年年度报告
risk
(3) Distribution to owners (or
shareholders)
(4) Other
5) Internal transfer of owner's equity
(1) Capital reserves transferred into
capital (or share capital)
(2) Surplus reserves transferred into
capital (or share capital)
(3) Surplus reserves covering loss
(4) Other
6) Special reserve
(1) Appropriated in current period
(2) Used in current period
7) Other
4. Closing balance of current period 1,156,399,976.00 1,597,355,411.76 10,384,738.92 3,126,574.04 2,767,266,700.72
Unit: RMB
Amount at same period of last year
Item Paid-in capital (or Surplus Undistributed Total of owner's
Capital reserves
share capital) reserves profit equity
1. Balance at end of last year 1,156,399,976.00 1,589,553,459.46 10,037,341.80 -217,130,269.61 2,538,860,507.65
Plus: Change in accounting policy
Correction of errors in previous
period
Other
2. Balance at beginning of the year 1,156,399,976.00 1,589,553,459.46 10,037,341.80 -217,130,269.61 2,538,860,507.65
3. Increase or decrease of current period
7,544,122.00 146,650,896.02 154,195,018.02
(for decrease filled in "－")
1) Net profit 146,650,896.02 146,650,896.02
2) Other composite income 1,379,622.00 1,379,622.00
Subtotal of above 1) and 2) 1,379,622.00 146,650,896.02 148,030,518.02
3) Capital contributed or reduced by the
6,164,500.00 6,164,500.00
owner
(1) Capital contributed by the owner
(2) Payment for shares attributed into
owner's equity
(3) Other 6,164,500.00 6,164,500.00
4) Profit distribution
(1) Appropriated surplus reserves
(2) Appropriated provision for normal
risk
(3) Distribution to owners (or
shareholders)
(4) Other
5) Internal transfer of owner's equity
(1) Capital reserves transferred into
capital (or share capital)
(2) Surplus reserves transferred into
capital (or share capital)
(3) Surplus reserves covering loss
(4) Other
6) Special reserve
(1) Appropriated in current period
(2) Used in current period
7) Other
4. Closing balance of current period 1,156,399,976.00 1,597,097,581.46 10,037,341.8 -70,479,373.59 2,693,055,525.67
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上海氯碱化工股份有限公司 2012 年年度报告
Legal representative: Mr. Li Jun Principal in charge of accounting: Mr. He Gang Head of accounting dept.:
Mr. Lai Yonghua
11. Documents for Reference
1. Accounting statements signed and stamped by legal representative, CFO and chief of accounting
department;
2. The original auditor's report stamped by the public accounting firm and signed and stamped by the certified
public accountant;
3. The formal version of all files and originals of the announcements disclosed in the newspapers appointed
by China Securities Regulatory Committee during the report period;
4. The Company shall furnish the above documents for reference when the China Securities Regulatory
Committee and the stock exchange request to provide them and the shareholders request to consult
according to the requirements of the statute or the Articles of Association.
Chairman of the Board: Li Jun
Shanghai Chlor-Alkali Chemical Co., Ltd.
March 22, 2013
61
