上海氯碱化工股份有限公司 2013 年年度报告
Shanghai Chlor-Alkali Chemical Co., Ltd.
600618
2013 Annual Report
March 21, 2O14
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上海氯碱化工股份有限公司 2013 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 2013 issued by Shanghai Shu Lun Pan CPA Ltd. (special general
partnership), in 2013 the net profit of the parent company was RMB 9,450,214.72, and the
undistributed profit of the parent company at beginning of the year was RMB 3,126,574.04
70,479,373.59. After appropriating the statutory surplus reserves of RMB 945,021.47, the
distributable profit at end of the year should be RMB 11,631,767.29, i.e., RMB 0.01 per share.
The Company's proposal for distributing cash dividend in 2013 is as follows:
Based on the Company's total capital of 1,156,399,976 shares on December 31, 2013, the
Company shall distribute cash dividend of RMB 0.05 (tax included) for every 10 shares held,
totally distributing dividend of RMB 5,781,999.88. The undistributed profit shall be carried
forward to the next year. The cash dividend to the holders of B share shall be paid in US
dollars.
6. The declaration on the risk for forward looking statement
The future plan or other forward looking statement included in this Report shall not constitute
the Company's substantial commitment to the investors, and we remind the investors to pay
attention to the investment risks.
7. Is there any non-operational fund occupation by the controlling shareholder or by 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 2013 年年度报告
Contents
1. Paraphrase and Important Risk Prompt ......................................................................................... 4
2. Company Profile ........................................................................................................................... 5
3. Financial Highlights ...................................................................................................................... 7
4. Report of the Board of Directors ................................................................................................. 10
5. Major Events ............................................................................................................................... 28
6. Changes in shareholding and Particulars of Shareholders .......................................................... 34
7. Particulars of the Directors, Supervisors, Senior Executives and Employees ............................ 38
8. Company Governance ................................................................................................................. 45
9. Internal Control ........................................................................................................................... 47
10. Financial Accounting Report .................................................................................................... 49
11. Documents for Reference .......................................................................................................... 63
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上海氯碱化工股份有限公司 2013 年年度报告
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 Committee
Shanghai Regulatory Bureau of China Securities Regulatory
SSRB means
Commission
Huayi Group means Shanghai Huayi (Group) Company
The Company, Company,
means Shanghai Chlor-Alkali Chemical Co., Ltd.
or 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
Sodium hydroxide means
used widely in 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
Chlorine gas means
powder, 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 is mainly the
customer specially-used material, the medical resin with high
Special resin means polymeric 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.
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上海氯碱化工股份有限公司 2013 年年度报告
2. Company Profile
1. Company information
Chinese name of the Company Shanghai Chlor-Alkali Chemical Co., Ltd.
Short form Chlor-Alkali Chemical
English name of the Company SHANGHAI CHLOR－ALKALI CHEMICAL CO.，LTD.
Abbreviation SCAC
Legal representative of the Company Mr. Li Jun
2. Contact information
Secretary of the Board of
Securities representative
Directors
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 China Securities News, Shanghai Securities News,
selected by the Company Securities Post and Hong Kong Commercial Daily
Website appointed by China Securities
Regulatory Commission for carrying annual www.sse.com.cn
report
Site for filing annual report 4747 Longwu Rd., Shanghai
5. The Company's share
The Company's share
Stock exchange for
Type of share Share name Share code
listing of share
Shanghai Stock
A share Chlor-Alkali Chemical 600618
Exchange
Shanghai Stock
B share Chlor-Alkali B Share 900908
Exchange
6. Change of registration during the report period
1) Basic information
During the report period the Company did not have any change in its registration.
2) Consulting of the Company's first registration
For the Company's first registration, please see Brief Introduction to the Company in 2011 Annual
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上海氯碱化工股份有限公司 2013 年年度报告
Report.
3) Changes in the Company's main business since its listing in the stock market
The Company has not got any change in its main business since its listing in the stock market.
4) Changes in the Company's controlling shareholder since its listing in the stock market
The Company has not got any change in its controlling shareholder since its listing in the stock
market.
7. Other relevant information
Shanghai Shu Lun Pan CPA Ltd. (special
Name
general partnership)
Business 4th Floor, New Huangpu Financial Plaza, No.
Name of the public accounting
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
signing
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上海氯碱化工股份有限公司 2013 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 than
Main accounting data 2013 2012 2011
same period of
last year (%)
Operating income 6,974,211,654.53 6,340,883,649.76 9.99 5,762,526,037.15
Net profit attributable to
shareholders of the listed 16,623,782.76 102,542,136.82 -83.79 229,773,339.37
Company
Net profit attributable to
shareholders of the Company,
-139,868,977.14 65,211,838.90 -314.48 189,253,732.10
after non-recurring profit and
loss
Net cash flow from operating
580,026,390.02 644,308,830.14 -9.98 710,046,662.19
activities
Increase or
End of 2013 End of 2012 End of 2011
decrease (%)
Net assets attributable to
2,848,201,003.60 2,828,464,570.60 0.70 2,726,202,649.91
shareholders of the Company
Total assets 5,992,581,029.65 6,340,132,786.82 -5.48 6,007,929,351.75
2) Main financial data
Increase or
decrease than same
Main financial indexes 2013 2012 2011
period of last year
(%)
Basic earnings per share (RMB/share) 0.0144 0.0887 -83.77 0.1987
Diluted earnings per share (RMB/share) 0.0144 0.0887 -83.77 0.1987
Basic earnings per share after non-recurring
-0.121 0.0564 -314.54 0.1637
profit and loss (RMB/share)
Return on net assets, weighted average (%) 0.5857 3.6921 Decrease by 3.11% 8.78
Return on net assets after non-recurring profit Decrease by 7.28
-4.9279 2.3480 7.24
and loss, weighted average (%) percentage points
2. Items of non-recurring profit and loss
Unit: RMB
Items of non-recurring Amount in Amount in
Note (if apply) Amount in 2011
profit and loss 2013 2012
Mainly the income from
selling its equity interest in
Profit and loss from the subsidiaries Shanghai
disposal of 71,743,954.84 Tianyuan (Group) High 12,512,201.40 26,696,105.82
non-current assets Molecular Material Co., Ltd.
and Shanghai Chlor-alkali
Construction Antisepsis
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上海氯碱化工股份有限公司 2013 年年度报告
Installation Engineering Co.,
Ltd.
Tax return and
exemption approved by
the authority beyond its Received fund for support
1,120,000.00 3,754,074.00 1,972,983.85
right, or without official to the enterprise
approval file or
occasionally happened
Government subsidy
attributable to profit
and loss of current
period, except such
government subsidy
closely related to the
Mainly the received project
Company's normal
111,427,687.60 subsidy for adjustment of 7,605,127.69 34,105,987.51
business operation,
industrial structure
meeting the regulation
of national policy and
enjoyed constantly in
certain quota or
quantity according to a
certain standard
The income generated
when the cost for the
Company acquiring the
investment in the
subsidiaries, affiliated
enterprises and the joint
7,427,541.47
ventures is less than the
fair value of the
recognized net assets of
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
tradable financial
136,030.13 125,484.00
assets, tradable
financial liabilities and
salable financial
assets, except that
from the effective
hedge business related
to the Company's
normal operating
business
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上海氯碱化工股份有限公司 2013 年年度报告
Return of provision for
depreciation of
receivables with 7,405,732.81
depreciation tested
individually
Other non-operating
Mainly the fund non-payable
revenue and
7,086,532.41 due to long account age in 2,528,619.33 81,716,513.82
expenditure other than
disposal
above items
The unemployment
compensation to the
employees due to production
Other profit and loss
halt of the Company's
items meeting the
important production unit F2
definition of -35,532,990.89 4,311,535.50 -115,863,185.50
caused by the need for the
non-recurring profit
adjustment of industrial
and loss
structure and the
energy-saving and emission
reduction
Impact of minority
-32,543.41 -876,846.11 4,554,376.69
interests
Impact of income tax 680,119.35 -67,985.49 -194,391.73
Total 156,492,759.90 37,330,297.92 40,519,607.27
3. Items measured with fair value
Unit: RMB
Beginning Change in Impact on profit
Item Closing balance
balance current period of current period
Salable financial assets 9,905,288.69 10,926,604.39 1,021,315.70 0.00
Total 9,905,288.69 10,926,604.39 1,021,315.70 0.00
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上海氯碱化工股份有限公司 2013 年年度报告
4. Report of the Board of Directors
1. Discussion and analysis of the Board of Directors on the operation status during the report period
The year of 2013 is still a hard year for Chinese chlor-alkali industry. Under the background that the
world economy is increasing slightly in uncertain status and the domestic economy is still facing the
downward pressure, the chlor-alkali industry, as a basic chemical industry, is running with severe
difficulties. In the whole year, this industry got three changes. First, the increasing speed of production
capacity was slowed down remarkably. According to the statistics of China Chlor-Alkali Industry
Association, as off the end of 2013, in China the production capacity of sodium hydroxide was
38,500,000 tons, an increase of 3.05% than previous year, and the production capacity of PVC was
24,760,000, an increase of 5.77% than previous year. Among them, the newly-increased production
capacities for sodium hydroxide and PVC are respectively 3,610,000 tons and 2,860,000 tons, and the
reduced production capacities for sodium hydroxide and PVC are respectively 2,470,000 tons and
1,510,000 tons. This means the production capacity of the chlor-alkali industry is under adjustment.
Secondly, the profitability space was narrowed further. The price of upstream resource was rising
slightly, but in the whole year the price of the end product, sodium hydroxide, was dropping by about
15%, and the price of PVC was also very low. So it is impossible to make up the loss of chlorine with
the profit of alkali. More than of the enterprises in the chlor-alkali industry have got loss. Especially all
the PVC products have got loss. Thirdly, the competition structure has been changed. The enterprises
lacking resources and industrial chain have gradually disappeared, while the enterprises possessing
resources and market demand are developing based on industrial park mode and recycling economy
mode and are striving to make reorganization.
The Company analyzed the situation and overcame the difficulties actively, promoted the strategy of
"transformation through innovation and upgrading" steadily, strived to win profit and liquidize the stock
asset actively and stably. Due to the joint efforts of all the employees and the strong support of Huayi
Group, the Company has finally realized the profit target drawn at beginning of the year. In 2013, the
Company realized gross operating income of RMB 6,974,000,000, increasing by 9.99% than previous
year, gross profit of RMB 31,310,000, increasing by 72.76% than previous year, net profit attributable to
shareholders of the Company of RMB 16,620,000, decreasing by 83.79% than previous year, and
investment income of RMB 144,130,000, increasing by 33% 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 Change ratio
Item Current period
last year (%)
Operating income 6,974,211,654.53 6,340,883,649.76 9.99
Operating cost 6,344,195,298.75 5,700,714,055.07 11.29
Selling cost 193,012,461.43 151,977,833.76 27.00
Management cost 416,638,560.56 334,096,291.86 24.71
Financial expenses 111,801,208.77 120,850,845.04 -7.49
Net cash flow from operating activities 580,026,390.02 644,308,830.14 -9.98
Net cash flow from investment activities -247,218,330.78 -332,740,540.86 26.33
Net cash flow from financing activities -327,297,981.40 -251,796,453.62 -29.99
Expenditure on R&D 42,071,822.11 47,492,856.85 -11.41
(2) Income
A) Analysis on the factors influencing the Company's products income mainly from sales of goods
Unit: '0000 tons
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上海氯碱化工股份有限公司 2013 年年度报告
Increase or
Product category Item 2013 2012
decrease (%)
Sales volume 15.47 21.16 -26.89
Polyvinyl chloride
Output 16.76 21.68 -22.69
resin
Inventory 0.31 0.25 24.00
Sales volume 74.80 71.67 4.37
Sodium hydroxide Output 73.19 72.69 0.69
Inventory 0.01 1.68 -99.40
Factor analysis:
The output and sales volume of polyvinyl chloride resin decreased than same period of last year, and this
is mainly because the rise of the price of ethylene and big loss of gross profit made the Company to
reduce production volume of this year to reduce the loss.
B) Main customers
Unit: RMB
Total of sales amount to top 5 Ratio in total sales
2,366,618,471.01 33.93%
customers amount
Information of top 5 customers
No. Ratio in annual sales
Name of customer Sales amount
amount (%)
Shanghai Longhuixing Chemical
1 675,534,859.88 9.69
Import & Export Co., Ltd.
Bayer Material Technology (China)
2 549,693,381.59 7.88
Co., Ltd.
Shanghai Lianheng Isocyanic Ester
3 503,532,580.53 7.22
Co., Ltd.
4 Shanghai BASF Polyurethane Co., Ltd. 389,725,892.60 5.59
5 Shanghai Rongkun Trade Co., Ltd. 248,131,756.41 3.56
Total 2,366,618,471.01 33.94
(3) Cost
A) Cost analysis
Unit: RMB
By sectors
Change
ratio
between
Ratio in Ratio in the current
Component of Same period of
Sector Current period total cost total cost period and
cost last year
(%) (%) same
period of
last year
(%)
Direct
Industry 3,543,812,672.61 56.45 3,625,728,952.18 64.29 -2.26
material
Direct labour 122,690,121.16 1.95 137,128,536.73 2.43 -10.53
Power 353,590,656.79 5.63 458,488,875.12 8.13 -22.88
Manufacturing
533,631,687.86 8.50 549,705,596.11 9.75 -2.92
cost
Total 4,553,725,138.42 72.54 4,771,051,960.14 84.60 -4.56
Direct
Construction 847,321.23 0.01 1,022,365.18 0.02 -17.12
material
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上海氯碱化工股份有限公司 2013 年年度报告
Direct labour 2,095,440.22 0.03 1,055,586.00 0.02 98.51
Manufacturing
19,904,665.69 0.32 8,076,580.79 0.14 146.45
cost
Total 22,847,427.14 0.36 10,154,531.97 0.18 125.00
Trade
Purchase cost 1,702,287,777.63 27.12 858,493,245.91 15.22 98.29
income
By product
Change
ratio
between the
Ratio in Ratio in
Component of Same period of current
Product Current period total cost total cost
cost last year period and
(%) (%)
same period
of last year
(%)
PVC Direct material 1,120,840,740.78 17.85 1,533,080,794.00 27.18 -26.89
Direct labour 34,198,442.96 0.54 31,265,079.64 0.55 9.38
Power 174,928,497.51 2.79 204,340,796.70 3.62 -14.39
Manufacturing
153,861,264.90 2.45 168,084,688.71 2.98 -8.46
cost
Total 1,483,828,946.15 23.64 1,936,771,359.05 34.33 -23.39
Sodium
Direct material 766,943,649.79 12.22 720,445,733.90 12.77 6.45
hydroxide
Direct labour 15,567,915.32 0.25 13,649,198.48 0.24 14.06
Power 68,353,774.89 1.09 149,058,139.46 2.64 -54.14
Manufacturing
140,535,329.16 2.24 136,287,963.52 2.42 3.12
cost
Total 991,400,669.16 15.79 1,019,441,035.36 18.08 -2.75
Chlorine
Direct material 1,587,487,697.19 25.29 1,363,607,981.53 24.18 16.42
products
Direct labour 22,972,608.30 0.37 23,430,353.36 0.42 -1.95
Power 99,822,584.08 1.59 99,598,481.23 1.77 0.23
Manufacturing
197,330,597.08 3.14 199,051,377.71 3.53 -0.86
cost
Total 1,907,613,486.65 30.39 1,685,688,193.83 29.89 13.17
B) Main suppliers
Unit: RMB
Total of purchase amount from Ratio in total purchase
3,424,498,610.38 49.62%
top 5 suppliers amount
Information of top 5 suppliers
Ratio in annual
No. Name of customer Sales amount
sales amount (%)
Shanghai Municipal Electric Power Company Jinshan
1 998,728,701.31 14.47
Power Supply Branch
2 Shanghai Secco Petrochemical Industry Co., Ltd. 977,936,916.53 14.17
3 Sinopec Chemical Sales Co., Ltd. East China branch 676,219,053.40 9.80
Shanghai Haohan Chengying International Trade Co.,
4 400,175,662.39 5.80
Ltd.
Sinopec Shanghai Petrochemical Co., Ltd. (oil refining
5 371,438,276.75 5.38
chemical department)
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上海氯碱化工股份有限公司 2013 年年度报告
Total 3,424,498,610.38 49.62
(4) Expenses
Unit: RMB
Item 2013 2012 Increase or decrease (%)
Selling cost 193,012,461.43 151,977,833.76 27.00
Management cost 416,638,560.56 334,096,291.86 24.71
Financial expenses 111,801,208.77 120,850,845.04 -7.49
Income tax expense 5,990,994.17 3,783,886.50 58.33
Analysis on reasons for change of expenses:
a) The selling cost increased by 27.00% than the same period of last year, and this is mainly
caused by the increase of freight and dock dredging expenses for selling of the goods in this
year.
b) The management cost increased by 24.71%, and this is mainly caused by the increase of the
employee coordination fee in this year than previous year.
c) The expense of income tax increased by 58.33% than the same period of last year, and this is
mainly caused by increase of the profit of the subsidiaries within the consolidation range this
year.
(5) Expenditure on R&D
A) Expenditure on R&D
Unit: RMB
The cost of R&D expenditure 33,266,727.15
Capitalization of R&D expenditure in current
8,805,094.96
period
Total of R&D expenditure 42,071,822.11
Ratio of total R&D expenditure in net assets
1.43
(%)
Ratio of total R&D expenditure in operating
0.60
income (%)
B) Explanation
In 2013 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 the “process development for chlorine gas
made through catalytic oxidation of hydrogen chloride", the “research on processing application for
chlorinated polyvinyl chloride" and the “development on specific polyvinyl chloride resin". For the
"process development for chlorine gas made through catalytic oxidation of hydrogen chloride" project,
the Company, based on the initial small batch test, designed and developed a pilot-plant with the output
of kiloton level. The pilot-plant was started on May 18, and all the process parameters with the
conversion rate of hydrogen chloride as key factor have all met the design indexes. For the project of
"research on processing application for chlorinated polyvinyl chloride", the Company mainly conducted
the research on the processing formulation for chlorinated polyvinyl chloride specially used in cars and
improved the formulation for tubing and fittings of chlorinated polyvinyl chloride. For the project of
"development on specific polyvinyl chloride resin", the Company mainly conducted the specific
research on the differentiating resin to enhance further the Company's competitive advantage in this
aspect.
(6) Cash flow
Unit: RMB
Item 2013 2012 Difference
Net cash flow of
580,026,390.02 644,308,830.14 -64,282,440.12
operating activities
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上海氯碱化工股份有限公司 2013 年年度报告
Net cash flow of
-247,218,330.78 -332,740,540.86 85,522,210.08
investment activities
Net cash flow of
-327,297,981.40 -251,796,453.62 -75,501,527.78
financing activities
Note:
a) The decrease of net cash flow of operating activities is mainly because the decreasing of the
selling price of products and the rising of the raw material cost makes the cash flows out.
b) The increase of net cash flow of investment activities is mainly caused by the increase of cash
inflow due to disposal of the subsidiaries.
c) The decrease of net cash flow of financing activities is mainly caused by the repayment of
loans.
(7) Other
(1) Detailed explanation on significant changes in the profit structure or profit source of the
Company
Unit: RMB
Increase or
Item 2013 2012
decrease (%)
Loss from assets
116,423,625.78 23,403,016.12 397.47
depreciation
Investment income 144,125,008.27 108,360,721.34 33.00
Operating profit -88,579,797.32 94,619,406.41 -193.62
Non-operating revenue 122,523,307.47 22,748,607.99 438.60
Gross profit 31,313,721.71 114,949,756.38 -72.76
Net profit 25,322,727.54 111,165,869.88 -77.22
Note:
a) The increase of loss from assets depreciation is caused by the increase of provision for
impairment of fixed assets appropriated in current year than previous year.
b) The increase of investment income is caused by the increase of the investment income from
disposal of long-term equity investment.
c) The increase of non-operating revenue is mainly caused by the government subsidy received
due to production halt of F2 sodium hydroxide unit this year.
d) 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.
(2) Explanation on the progress of the development strategy and management plan
During the report period the Company promoted firmly the strategy of "transformation through
innovation and upgrading", strived to win profit and liquidized the inefficient stock asset
actively and stably. In 2013 the Company finally realized profit, increasing by 124% than the
profit target raised by the Board of Directors at beginning of the year.
(a) Promoted firmly the strategy of "transformation through innovation and upgrading"
The Company has defined the development targets for the three years after the 12th Five-year
Plan. In 2013 the Company formulated the action plan for the three years (2013-2015) after the
12th Five-year Plan. The plan has defined the development goal for future three years: optimize
the Company's industrial chain through technical advancements; realize the Company's
cross-cities development through implementation of the "going-out" strategy; transform to
become a company with advanced material through concentrating the advanced material into the
Chemical Park.
The Company continues to speed up the concentration and upgrading in the Chemical Park. In
2013 the Company, based on the development target of this action plan, further speeds up the
concentration and upgrading in the Chemical Park to become a most competitive supplier for
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上海氯碱化工股份有限公司 2013 年年度报告
chlorine resource. It promoted the project of low temperature ethylene tank steadily. For this
project, it got the approval for environmental assessment in May 2013 and the approval for
permission in June 2013. At end of the year it completed basically the detailed design and
entered the period for open bidding and preconstruction for this project. The Company started
the construction plan for the high performance chlorinated polyvinyl chloride project with
output of 80,000 tons per year. It has completed the location selection and preparing of the
feasibility study report for the first-stage of the high performance chlorinated polyvinyl chloride
project with output of 40,000 tons per year, started the project preparatory work such as safety
assessment and environmental assessment, and passed the evaluation of the Company's
investment committee. The Company also joined the projects of the downstream enterprises in
the Chemical Park, such as the expansion project of Shanghai Lianheng Isocyanic Ester Co.,
Ltd., the cooperation negotiation for the first-stage expansion project of Bayer Jinhu and other
production expansion plans of the down stream enterprises.
The Company continued to deepen the adjustment and integration in Wujing. In February 2013,
the Company closed the F2 type ion exchange membrane sodium hydroxide electrolysis unit
(output of 150,000 tons per year) in Wujing to reduce the carbon emission and save 100,000 tons
of standard coal per year. It then made arrangement actively for the unemployed staffs and the
production balancing to ensure a stable closing of the unit. It strived to apply for the specific
subsidy for adjustment of industrial structure and other support policies for energy-saving and
emission reduction from Shanghai government. In this year it obtained the subsidy of RMB
101,310,000, thus reducing the influence on its economic effciency. The Company regulated
timely the utilities in Wujing area to reduce the consumption of water and electricity. It
promoted the new technique for chlorine production, i.e., the pilot plant of chlorine production
through hydrogen chloride catalytic oxidation with kiloton -level. In May 2013 the plant started
successfully and entered the trial run stage, and the conversion rate of hydrogen chloride is
higher than the design value. Now the Company has stated to prepare the industrialization
process software package for the chlorine production project through hydrogen chloride
catalytic oxidation with 100,000 ton level.
(b) The Company did all its best to avoid loss and win profit
Since the second half-year of 2013, the Company's production operation has faced
unprecedented difficulties and its performance has greatly fallen down. In order to realize the
earnings target set at beginning of the year, the Company made every efforts to take measures,
mobilized all its staff members to contribute their wisdoms, and formulated an operable plan for
avoid loss and win profit covering all the departments such as production, sales and
management, so that it could enhance the strong implementation force and realize the control
targets in all aspects. It implemented a dynamic management, requesting the report for targets
every week to ensure all the targets controlled.
All the departments have carried out related measures. The production department enhanced the
output of the profitable products through optimization of production and product structure. It
controlled effectively the production costs through strict control of unit consumption for
dissipation of energy, regulating of utilities and reduction of repair cost. The purchase
department reduced the purchase cost through prior consumption of storage material, reduction
of the price of purchased material and optimization of the structure of industrial salt. The
marketing department maximized the product profit through active adjustment of area structure
and sales structure and promoting of differentiated marketing. The commercial department
maintained the cooperative win-win trade mode through strengthening of supervision and
implementation of important contracts and increasing of contract fulfillment ratio and plan
execution rate. The financial department reduced the financial expenses through reasonable
arrangement of fund debt and credit. Other functional department controlled effectively the
management cost through strengthening of cost management. The production factories ensured
the indexes for all the unit consumption for dissipation of energy controllable through strict
production management and operation. Through associated efforts of all the staff members, the
Company has finally realized the goal of avoiding loss and winning profit.
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上海氯碱化工股份有限公司 2013 年年度报告
(c) The Company liquidized actively and stably the inefficient stock assets
The Company transferred its equity interest in the Polymer Molecular company to get
investment income and support its economic performance. Due to the strategic adjustment and
development need, in recent years the Company started many investment projects, so it has got a
big fund pressure. For long time Shanghai Tianyuan (Group) Polymer Molecular Material Co.,
Ltd. has run not very well, and the equity investment in this company has become the
Company's deposit asset with no investment income. In order to release the pressure of fund
needed for strategic adjustment and development, the Company transferred this equity interest to
Shanghai Huayi (Group) Company after evaluation. This can liquidize the stock asset, providing
investment income of RMB 70,000,000, and support strongly the Company's economic
performance of current period.
The Company found the way for the sodium hydroxide unit in Wujing to liquidize the stock
asset. The halt of F2 sodium hydroxide unit in 2013 means all the sodium hydroxide units have
exited from Wujing base. In order to liquidize the stock asset, the Company made a strategic
research on the transformation and upgrading for industrial chain and the industrial merger and
get a new thought of transferring the assets such as F2 electrolysis unit to the target chemical
park and forming a plan on F2 physical investment. The Company organized a strong team to
find the chemical park suitable to the Company's long-term development, checking the general
planning, advantages and stock liquidation in all aspects. The Company has clarified the
cooperation intention through many negotiations and now is just preparing the investment plan.
2) Analysis on industries, products and area operation
(1) Main business divided by sectors and products
Unit: RMB
Main business by sectors
Increase or
Increase or
Gross decrease Increase or
Operating decrease of
Sector Operating cost profit of decrease of gross
income operating
rate (%) operating profit rate (%)
income (%)
cost (%)
Increase by 0.67
Industry 5,149,005,804.89 4,553,725,138.42 11.56 -3.84 -4.56
percentage points
Increase by 2.60
Construction 24,395,615.41 22,847,427.14 6.35 131.23 125.00
percentage points
Decrease by 0.64
Trade income 1,722,461,009.65 1,702,287,777.63 1.17 97.02 98.29
percentage points
Decrease by 0.66
Total 6,895,862,429.95 6,278,860,343.19 8.95 10.52 11.33
percentage points
Main business by products
Increase or Increase or
Gross
decrease of decrease of Increase or decrease of
Product Operating income Operating cost profit
operating operating gross profit rate (%)
rate (%)
income (%) cost (%)
Decrease by 1.55
PVC 1,256,169,474.95 1,483,828,946.15 -18.12 -24.40 -23.39
percentage points
Sodium Decrease by 9.70
1,372,731,114.65 991,400,669.16 27.78 -15.82 -2.75
hydroxide percentage points
Chlorine Increase by 6.34
2,268,496,154.68 1,907,613,486.65 15.91 21.69 13.17
products percentage points
Decrease by 2.73
Other 1,998,465,685.67 1,896,017,241.23 5.13 84.54 90.02
percentage points
Total 6,895,862,429.95 6,278,860,343.19 8.95 10.52 11.33 Decrease by 0.66
16
上海氯碱化工股份有限公司 2013 年年度报告
percentage points
(2) Main business divided by area
Unit: RMB
Increase or decrease than previous year
Area Operating income
(%)
China 6,439,977,408.52 9.95
Other countries 455,885,021.43 -23.47
Total 6,895,862,429.95 6.87
3) Analysis on the assets and liabilities
(1) Analysis on assets and liabilities
Unit: RMB
Ratio of Ratio of closing
closing balance of Change ratio of
Closing balance of
Item Closing balance balance in previous period closing balance
previous period
total assets in total assets (%)
(%) (%)
Other
1,481,952.65 0.02 10,779,462.95 0.17 -86.25
receivables
Construction
142,900,085.66 2.38 455,983,782.08 7.19 -68.66
in progress
Engineering
1,914,050.52 0.03 7,136,262.70 0.11 -73.18
materials
Development
8,805,094.96 0.15 128,547.41 0.00 6,749.69
expenditure
Long-term
prepaid and
16,776,930.53 0.28 26,981,667.67 0.43 -37.82
deferred
expenses
Wages payable 947,961.82 0.02 47,483,968.60 0.75 -98.00
Tax payable 62,085,362.46 1.04 43,546,800.74 0.69 42.57
Long-term
0.00 0.00 64,000,000.00 1.01 -100.00
loan
Note:
a) Other receivables: caused by decrease of the input tax transferred in for deduction in current
period.
2) Construction in progress: mainly because the dock expansion project has been completed and
carried forward to fixed asset.
3) Engineering material: special equipment used for construction in progress.
4) Development expenditure: new development expenditure for project increased in current
period.
5) Long-term prepaid and deferred expenses: because the halt of F2 ion exchange membrane
alkali unit makes the ion exchange membrane not amortized yet transfer to management cost of
current period.
6) Wages payable: the compensation for release employment relation.
7) Tax payable: the increase of the value added tax unpaid in current period.
8) Long-term loan: decrease of loan.
4) Analysis on core competitive power
(1) Profit advantage of the integration mode
The Company implemented the integration mode in the Chemical Park, adopt the pricing
17
上海氯碱化工股份有限公司 2013 年年度报告
mechanism of "cost formula method" to offset the cost rising basically. While selling chlorine, it
should also sell sodium hydroxide in certain ratio. It established a compensation mechanism for
the risk in contract implementation to ensure a stable supply relation between the two parties. The
integration mode enhanced the Company's ability in long-term stable existing and development
and ensured the downstream customers to obtain the long-term and stable supply of reliable
chlor-alkali products. This has really demonstrated the situation of mutual benefit and win-win,
and also established the firm base for upgrading of the integration mode. At present, MDI, TDI
and PC are still under a growth stage with high speed, having a good industrial prospect. 2016
will be the second booming cycle of MDI industry and the downstream enterprises have already
had the production expansion plan. Therefore, the Company will still have profitability advantage
with its integration mode in the Chemical Park.
(2) Comprehensive advantages of the international cooperative partners
The Company's downstream partners are all the multinational enterprises with the history of more
than 100 years and plentiful of technology resources. Based on the cooperation with the
Company's industrial chain, such companies will further make technical cooperation with the
Company, because the Company is of the condition for integrating fully the technology resources
of all parties and can conduct the technical industry upgrading. Besides, the MDI expansion
project of Shanghai Lianheng Isocyanic Ester Co., Ltd. and the first-stage production expansion
project of Bayer Jinhu have brought development chance for the Company's industrial upgrading
in the Chemical Park.
(3) The advanced material has a vast growth space
The new material of chlorinated polyvinyl chloride self-developed by the Company has not only
filled the blank in this domestic new material field, but also made an important step forward in
developing green chemical industry and expanding new material field. In September 2011 the
chlorinated polyvinyl chloride unit with output of 10,000 ton level started the industrial
production successfully. At end of 2013, through combination of domestic and international trade
the sales volume of the Company's chlorinated polyvinyl chloride had realized a big increase, the
unit making production in full and all the products sold in full. The Company has formally
promoted the specific mixtures in market since March 2013 and got success in market; the
customers are mainly in overseas market.
5) Analysis on investment
(1) General analysis on equity investment
Unit: RMB'0000
Closing Beginning Increase or Increase or
Item
balance balance decrease decrease (%)
Long-term equity investment 44,785.20 38,691.80 6,093.40 15.75
Incl.: Long-term equity
investment measured with equity 18,764.17 12,670.77 6,093.40 48.09
method
Long-term equity investment
26,021.03 26,021.03 0.00 0.00
measured with cost method
Analysis on reason for change of equity investment:
a) Long-term equity investment measured with equity method increased by 48.09% 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.
Information of invested companies
Unit: RMB'0000
Name of invested Investment Ratio in the
Business nature Remark
company cost equity of
18
上海氯碱化工股份有限公司 2013 年年度报告
invested
company (%)
Shanghai Huntsman Refine of MDI and 14,598.89 30 Equity method
Polyurethane Co., Ltd. polymer
Shanghai Lianheng Produce and sell the 13,996.15 15 Cost method
Isocyanic Ester Co., Ltd. chemicals related to raw
MDI
Shanghai Huayi Tianyuan Logistics 7,540.66 16.64 Cost method
Chemical Logistics Co.,
Ltd.
Shanghai Huayi Group Financial company 3,000.00 10 Cost method
Finance Co., Ltd.
Suzhou Tianyuan Logistics Co., 134.09 13.5 Cost method
Ltd.
Beijing Yinzhao Consultation for information 164.61 16 Cost method
Information Technology technology
Co., Ltd.
(a) Equity interest in other listed companies held Unit: RMB
Change in
Gain or
owner's
Initial Closing loss in Source
Share equity Bookkeeping
Share name investmen balance of the of
code during the operation items
t cost book value report share
report
period
period
Legal
Salable financial
600636 3F 360,000 6,143,834.40 59,386.80 -998,778.00 person
assets
share
Legal
Double Coin Salable financial
600623 690,000 1,372,800.00 14,300.00 175,890.00 person
Share assets
share
S China Long-term Legal
600610 Textile 2,095,000 2,095,000.00 equity person
Machinery investment share
Long-term Legal
Shanghai
600688 900,000 900,000.00 15,000.00 equity person
Petrochemical
investment share
Legal
Salable financial
600637 Know-all 86,967 3,215,169.99 1,835,003.70 person
assets
share
Legal
Haitai Salable financial
600082 20,000 194,800.00 9,200.00 person
Development assets
share
Total 4,151,967 13,921,604.39 88,686.80 1,021,315.70 / /
(b) Equity interest of non-listed financial firms held
Initial Closing Profit and
investment Shares balance of loss during Bookkeeping Source of
Name of the firm
amount held book value the report operation items share
(RMB) (RMB) period (RMB)
Shenyin & Wanguo Long-term equity Legal person
1,250,000 1,760,000 1,250,000.00 176,000.00
Securities Co., Ltd. investment share
19
上海氯碱化工股份有限公司 2013 年年度报告
Bank of Shanghai Long-term equity Legal person
150,000 1,049,302 7,307,758.85 199,367.38
Co.,Ltd. investment share
Total 1,400,000 2,809,302 8,557,758.85 375,367.38 / /
(2) The trust management and derivatives investment
a) Entrusted financing
In this year the Company did not have any entrusted financing.
b) Entrusted loan
In this year the Company did not have any entrusted loan.
(3) Utilization of the raised fund
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
a) Operation status of the controlled companies
Unit: RMB'0000
Registered Assets Net
Name of company Business nature
capital volume profit
Plastic membrane and
Shanghai Dakai Plastic Co., Ltd. 4,347.76 15,014.83 -349.07
its deep processing
Shanghai Jinyuan Water Plant Tap
Tap water 900 1,189.32 161.78
Water Co., Ltd.
Maintenance and
Shanghai Chlor-Alkali Machinery engineering
3,000 2,315.39 170.10
Co., Ltd. construction of
petrochemical devices
Shanghai Ruisheng Enterprises
Trade 500 4,420.45 531.90
Co., Ltd.
Production for CPVC
Shanghai Luwei Plastics Co., Ltd. 5,000 4,525.56 -779.99
tubing and fittings
Shanghai Tiantai Addition Agent Produce antistatic agent 2,055.0
3,300 18,647.09
Co., Ltd. and levelling agent 6
b）Individual controlled subsidiaries with its net profit or its investment income's impact on the
Company's net profit over 10%
Unit: RMB'0000
Investment Ratio in net
Main Main income profit of the
Business Main product
Name of company business business Net profit from the listed
nature or service
income profit joint stock Company
company (%)
Production
Chemical
Shanghai Tiantai and sale of
reagent and 23,718.12 5,453.65 2,055.06 904.23 35.71
Addition Agent Co., Ltd. chemical
additive
products
Sales of
Shanghai Ruisheng chemical
Trade 81,366.43 1,812.99 531.90 531.90 21.01
Enterprises Co., Ltd. raw material
and products
20
上海氯碱化工股份有限公司 2013 年年度报告
Production Production
Shanghai Luwei Plastics and sale of for CPVC
1,256.42 -192.55 -779.99 -545.99 -21.56
Co., Ltd. chemical tubing and
products fittings
Production Plastic
Shanghai Dakai Plastic and sale of membrane
8,787.87 427.95 -349.07 -314.16 -12.41
Co., Ltd. chemical and its deep
products processing
Production
Refine of
Shanghai Huntsman and sale of
MDI and 356,088.24 39,277.07 20,311.33 6,093.40 240.63
Polyurethane Co., Ltd. chemical
polymer
products
(5) Projects with non-raised capital Unit: RMB'0000
Investment
Total actual Status of
Project amount in
Project name Project progress investment project
amount current
amount income
year
For this project, it got the
approval for environmental This is the
assessment in May 2013 and preparing
Low temperature
the approval for permission in period for the
ethylene storage
23,845 June 2013. At end of the year it 0 0 project, and
and transportation
completed basically the detailed construction
unit project
design and entered the period has not been
for open bidding and started yet.
preconstruction for this project.
Total 23,845 / 0 0 /
2. Discussion and analysis of the Board of Directors on future development of the Company
1) Competition situation and development trend in the industry
(1) Policy direction
Based on the data analysis of recent three years, PVC industry has increased the capacity of
7,860,000 tons and reduced the capacity of 3,530,000 tons. The trend of capacity reducing is
rising and concentrated in calcium carbide process. As to the capacity increasing trend, in 2014
all over China, the increased capacity of PVC shall be 3,230,000 tons, including 800,000 tons of
PVC produced with ethylene method. The PVC with ethylene method will increase in future,
and the trend of PVC unit moving westward will be descending in China. In 2014, the Company
will still have the plan of the new unit for sodium hydroxide with new capacity of 5,000,000
tons put into production. According to previous experience, the actual production capacity
should be about 50% to 60%, and still there will be a part of bad production capacity exit in
2014. Therefore the net increased production capacity in 2014 will be about 1,500,000 tons to
2,000,000 tons, much smaller than before. This is because the government's policy direction for
energy-saving and emission reduction and the requirements and limitation of the severe policies
for environmental protection, energy-saving and safety make the energy price and environmental
protection cost in west China rising. This causes the support of local coal resource, water
resource and environment carrying capacity to the production capacity of chlor-alkali much
more difficult. The period featured with disorder of simple extensive expansion has passed
already. In future three to five years, removing production capacity will be normal for this
industry.
(2) Market pressure
As an international metropolis, Shanghai keeps to enhance the lower existing limit of the basic
21
上海氯碱化工股份有限公司 2013 年年度报告
chemical enterprise. In September 2013 Shanghai raised the price of industrial water, and then in
January 2014 it again raised the price of industrial electricity, much higher than previous year. In
recent years the production capacity of ethylene in Northeast Asia has decreased, and in April
2014 the ethylene units were overhauled. All these has tightened the supply, the ethylene price
keeps very high and the raw material cost is further rising. However the price of chlor-alkali is
still very low, so the difference between the raw material and the finished products will be
further bigger.
(3) Be driven by transformation
In China, the period when the real estate industry drove Chinese economy developing in high
speed for 10 years has passed, but the demand for construction material due to urbanization
construction is rising. Meanwhile, the export market for PVC is expanding. In 2013 in China,
the quantity of imported PVC was basically stable, while the exported quantity was rising
quickly, reaching 660,000 tons. The Company focuses on the rapidly developed PVC market in
South Asia and tries to grasp the chance in downstream market in advance. This will support the
revival of the chlor-alkali industry.
In the world, the maturity of the technique for ethylene produced with shale gas in North
America will make distinct impact on the naphtha ethylene and natural gas ethylene. This will
influence the investment pattern for global ethylene and downstream derivatives in future 5 to
10 years. The development of shale gas industry has already made the North America become
one of the low-cost region for petrochemical industry. The rise of the U.S. ethylene production
has even made huge menace on the Middle East ethylene market with great price advantage, so
the global energy structure will be faced with reorganization. The competition among crude oil,
coal and natural gas is just equal to the competition among the PVC with light oil method, the
PVC with calcium carbide process and the PVC with natural gas. This will make impact on
Chinese PVC market, but also provide the chance for Chinese chlor-alkali enterprise to join the
international competition.
2) Development strategy of the Company
In 2013 the Company formulated the action plan for the three years (2013-2015) after the 12th
Five-year Plan and defined the development goal for the Company in future three years.
Shanghai Chemical Industry Park: upgrade and improve the industrial chain to boost the
competitive power; expand the development space and concentrate the advanced material to
consolidate the status of main battlefield. Wujing area: speed up the step and force in adjustment
and build the base for R&D of advanced material and demonstration of fruit industrialization for
the Company. Cross-city development: implement the strategy of "going out" and realize the
Company's development through merger and construction.
In the three years, the Company will speed up the construction for the key projects such as
30000m3 low temperature ethylene tank, the high performance chlorinated polyvinyl chloride
unit with the capacity of 40,000 tons per year, the chlorine producing unit through hydrogen
chloride catalytic oxidation with the capacity of 120,000 tons per year and the Epoxy ethane unit
with the capacity of 100,000 tons per year, join the capacity expansion plan of Lianheng and
Bayer, the downstream enterprises in the Chemical Park, implement the orderly exit from
Wujing base and implement the strategy of "going out".
In order to achieve above goals, the Company will focus on followings:
(1) Improve the industrial chain in the Chemical Park to share the high return. In 2014 the
Company will further supplement and optimize the industrial chain in the Chemical Park, so
that it can share the return through improving and expanding the industrial chain and
enhance the value of integration. It will actively join the expansion project of Shanghai
Lianheng Isocyanic Ester Co., Ltd., the downstream enterprise in the Chemical Park and
increase the investment in polyurethane industry to realize the Company's transforming to
new material field and share the investment return. It will conduct well the negotiation for
the chlorine demand in Bayer's first-stage Jinhu project and the negotiation for renewing the
supply contract with the downstream enterprises in the Chemical Park, so that the Company
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上海氯碱化工股份有限公司 2013 年年度报告
will become a chlorine supplier with best competitive power and will consolidate the
win-win commercial mode. The Company will promote the construction for key projects
such as the low temperature ethylene tank and the high performance chlorinated polyvinyl
chloride with the capacity of 40,000 tons per year, speed up the industrialization of the
self-owned intellectual property right technology, producing chlorine through hydrogen
chloride catalytic oxidation, and improve and optimize the industrial chain.
(2) Go out firmly to exploit new development. Faced with domestic and international markets,
the Company will breakthrough area limit to exploit new development. First is "going out
from chlor-alkali industry". While keeping the market competitive power for existing
products, the Company will focus on the long-range development, make adjustment
initiatively, improve the industrial arrangement, enrich the product structure, exploit actively
the products with bigger added-value such as new material and polymer, grasp the market
share of high-end chemical products or fine chemical products, reduce the market risk for
single product, and enhance the Company's whole profitability. Second is "going out from
Shanghai". The Company will actively follow the policy direction for economic
transformation and upgrading in Shanghai and the objective need for improving the
ecological environment and strive to make preparation for exit from Wujing area. While
optimizing and strengthening the industrial chain in the Chemical Park, it will focus on
transferring to other suitable areas of China to enhance the Company's market competitive
power with the help of more favorable policy environment, better supporting facilities and
cheaper cost, and strive to build the industrial park with scale effect and competitive
advantage. Third is "going out from China". The Company will join the globalization
competition with the manner of maturity and self-confidence, strive to make international
merger based on relevant government policy for encouraging investment abroad, demand on
exploiting international market and accurate evaluation and scientific planning, obtain
cheaper raw material, more advanced technology resource and more plentiful market
resource through merger or reorganization of the high quality assets abroad, enhance its
competitive power in international market, and strive to enhance the Company's right of
discourse in the chemical industry.
(3) Liquidize the inefficient stock assets in Wujing with high quality and efficiency. Due to the
reorganization of industrial structure in Wujing, after next few years Wujing will exit from
production in all aspects. Therefore, the disposal for the fixed assets for which the provision
for impairment appropriated or not appropriated will make significant influence on the
Company's operating performance in the next several years. Therefore the Company will
adopt the measure of "walking at first step, watching at second step and thinking at third
step" to liquidize the inefficient stock assets. At first step: the Company will dispose the
production unit with the provision for impairment of fixed assets appropriated. Mainly for
the sodium hydroxide unit and clacium hypochlorite unit, the Company will implement the
"going out" strategy in the way of real investment. While activating the internal value of the
stock assets, it will reduce the provision for impairment of the stock assets to release the
negative impact of the disposal of fixed assets on the Company's operating performance. At
second step: the Company will grasp the chance for development of Shanghai International
Shipping Center and tap and transfer the potential value of the pipeline between Caojing and
Wujing and the pipeline between Jinshan and Wujing. At third step: The Company will strive
to develop and utilize the industrial land and enhance the commercial value after Wujing
base has been removed in whole.
(4) Change the profitability mode to realize the "double driving". The Company will be
transferred firmly from a single production manufacturer to the production manufacturer and
service trade provider, realizing the "double driving". In 2014 through adjustment and
optimization of the organization structure, the Company will enhance the management
efficiency of the organization structure, better adapt to and serve the Company's
development strategy. It will establish the sales company to change the single sales mode for
its products, make full use of its existing marketing and management ability, grasp the new
23
上海氯碱化工股份有限公司 2013 年年度报告
chances in Shanghai Free Trade Zone, expand from sales of self products to service trade,
and transform from high-end manufacturing to service industry.
3) Operating plan
Income planning Cost planning Expense planning New year's operating objective
RMB 7.3 billion RMB 6.7 billion RMB 0.7 billion Gross profit RMB 1.3 million
The strategies and actions adopted for realizing the objective:
(1) Promote actively the construction for the projects in "main battlefield" and promote the
Company's sustainable development with new technology and new project
In 2014 the Company will keep on basing itself upon the Chemical Park, optimizing the
overall arrangement and promoting the construction for key projects. It will further promote
the construction for the low temperature ethylene storage and transportation unit project in the
Chemical Park, take effective measures to grasp the progress and ensure the project to be
started for construction in this year and installed in the same year, and strive to complete this
project and put it into operation at end of 2014. It will promote the preparatory work such as
safety assessment and environment assessment for the high performance chlorinated
polyvinyl chloride project with the capacity of 80,000 tons per year (for first stage, 40,000
tons per year), speed up the project examination process, and strive to start the construction
for the project within this year. It will continue to research the application of chlorine
producing technology in Huasheng Factory. Based on the successful reconstruction of the
membrane polar distance of electrolysis unit A, it will continue to promote the energy-saving
reconstruction of electrolysis unit B and C in 2014. At end of 2013 it completed the
construction of the two-channel fixation reaction of the chlorine producing through hydrogen
chloride catalytic oxidation of Huasheng Factory. On such basis, it will conduct the study on
the influence of the impurity of the hydrogen chloride material on the catalyst and reaction
process in the Chemical Park and strived to complete the study on the way for removing the
impurities in the first quarter of 2014 to provide reliable basis for preparing the industrial
process package for the chlorine producing unit with hydrogen chloride catalytic oxidation of
0.1 million ton output and set solid foundation for the Company's sustainable development in
future.
(2) Conduct the coordination of supply and marketing, optimize the operation and ensure the high
load running of the units in the Chemical Park.
In 2014, the competition in the chlor-alkali market will still be furious and the product price
will keep being low. The Company will continue to make the united operation between
upperstream and downstream mainly and also make the united operation between Caojing and
Wujing, optimize and coordinate the production run between the two areas based on the
principle of benefit maximization, and decide the load and production and sale of other units
according to the sales of liquid chlorine in pipeline of the downstream units in the Chemical
Park. It will first ensure the running of the units in Huasheng, make the sodium hydroxide
unit in full running, strive to acquire ethylene supply, produce ethylene dichloride reasonably,
optimize the use of vinyl chloride, and ensure the production of the units with marginal
contribution. The Company will formulate the best plans for chlorine equilibration, ethylene
equilibration, ethylene dichloride equilibration and vinyl chloride equilibration to reduce the
negative influence of the shortage of ethylene, further strengthen the sale of commercial
hydrochloric acid and liquid chlorine, and ensure the stable and high-load running of the units
in the Chemical Park.
(3) Keep on promoting the difference marketing and complete the organization of the sales
company
In 2014 the Company will make overall plans and take all factors into consideration for the
domestic and overseas market, adjust flexibly the sales strategy and region ratio, subdivide
the target market, conduct the differentiation marketing and technical marketing, and strive to
achieve the benefit maximization based on the product optimization, region optimization,
customer optimization and price optimization. For sales of sodium hydroxide, it will adhere to
24
上海氯碱化工股份有限公司 2013 年年度报告
the integration of the domestic and overseas trade, enhance the execution rate of long-term
contracts, optimize the variety of sodium hydroxide orientated by market, adjust the structure
between domestic trade and foreign trade and the customer structure, lay stress on the
expansion of the local sodium hydroxide market in Shanghai. It will focus on the
equilibration between ethylene, ethylene dichloride and by product acid and promote the
balancing sale of the by-product acid. It should ensure the full production and full sales of
ethylene dichloride. For resin products, it will execute the sales policy of differentiation based
on different regions and customers to enhance the enthusiasm of downstream enterprises and
search for new growth points. For sales of chlorinated polyvinyl chloride, it will continue to
tackle key problems in the composite market, and if improve the formulation system for the
composite, and gradually launch the composites specially used in the industrial pipeline, fire
main pipeline and plates to obtain a more integrative composite product system. It will
complete the organization of the sales company, and based on it, strived to expand the trade
enhance the quality of the trade and conduct the sales management to prevent the fund risk.
Through hard work, it will strive to make the sales volume amounted to RMB 2 billion in the
whole year.
(4) Continue to expedite the development of the R&D projects
In 2014 the Company will promote the tight junction between the science and technology and
the economy and find the main direction for its technological innovation based on the demand
of social development to transfer rapidly the scientific results to real productive force. It will
further enhance the cooperative innovation ability in science and technology. It will
strengthen the cooperation between the Company and universities, the Company and
scientific institutions and the Company and other enterprises in the same trade, build a R&D
and application platform integrated with multiple disciplines, multiple teams and multiple
technology, and an internal technical center. It will strengthen the cooperation between its
branch factories, concentrate the forces to tackle key problems together, speed up the research
speed for hydrogen chloride catalytic oxidation technology and special resins, and strive to
get significant technical breakthrough to form a batch of high-end products with self-owned
intellectual property rights and brands. 2014 will be a key year for the Company to realize the
industrialization of the hydrogen chloride catalytic oxidation technology with the self-owned
intellectual property rights. The Company will focus on the goal of industrialization, play a
role in the innovation mechanism integrated with production, learning and research, speed up
further the speed of scientific research and innovation, and achieve the adjustment and
upgrading of the Company's product structure at earlier.
(5) Go out firmly to search for new development
The Company will study seriously and comprehend profoundly the viewpoints raised by the
3rd meeting of 18th central CCP committee, i.e., "make the market play a decisive role in
resource allocation" and "the mixed ownership economy is the important form of basic
economic system, which is favourable to the state-owned capital in magnifying its function,
keeping its value and increasing its value, enhancing the competitive power, and favourable to
different kinds of ownerships in taking strong points to offset weakness, promoting mutually
and developing together" , and implement them in practice. In 2014 the Company will give
full play to the role of the competitive advantage of the private-owned Luwei Company in
market, enhance the enterprise benefit through powerful alliance between the state-owned
capital and the private capital and mutual complementation between them, and try to
introduce private capital into Dakai Company to excite the economic vitality and creativity of
the Company. Meanwhile, based on the effective deployment in market, it will "go out"
firmly to buck for the new development. The Company will go out from Shanghai to find
cooperative partner, promote the investment with physical assets and merged into the
high-end integrative industrial chain in the Chemical Park. It will pay attention to the world
economic situation, observe closely, analyze and grasp the reorganization of the global
chemical business, walk out from China and speed up the step of the Company in the
transformation for internationalization.
25
上海氯碱化工股份有限公司 2013 年年度报告
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
(a) Risk of depressed market. In 2014 the global economy will be running at low speed, and the
growing speed of domestic economy will also be slow down. For the chlor-alkali industry, the
growing speed slows down distinctly due to the limitation of the policies in environment,
energy-saving and safety, but the contradiction of over capacity is still very sharp, the demand in
downstream market is insufficient, and the product price is at low level.
(b) 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.
(c) 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
(a) Further implement the strategies and actions (1-5) to be taken for achieving the objects in the
operating plan.
(b) 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.
(c) 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.
3. 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
4. Proposal on profit distribution or on capital reserves transferred into share capital
1) Formulating, executing or adjusting of the cash dividend distribution policy
26
上海氯碱化工股份有限公司 2013 年年度报告
In 2012 the Company, based on relevant regulations of China Securities Regulatory Committee,
Shanghai Securities Regulatory Bureau and Shanghai Stock Exchange, made amendment on the
clauses of the Articles of Association related to the profit distribution, improved further relevant
decision-making process and mechanism, and defined the policies such as the profit distribution
form, actual conditions and ratio for cash dividends and the use of undistributed profit.
During the report period, the Company, strictly in accordance with relevant provisions,
implemented the decision-making process for profit distribution. In 2012 the Company's
distributable profit was too few, lower than 0.01 per share and unable to cover all the small
shareholders, so the Company basically had no condition of distributing dividend in cash.
Therefore, the Company presented the proposal for dividend distribution to the Independent
Director for approval before the convening of the meeting of the Board of Directors, if agreed
by them, then presented the proposal to the Board meeting for examination. Subsequently, the
Company held the shareholders' meeting through network voting and on-site meeting to make
all the shareholders to join the meeting and express their willingness 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
√ Not applicable
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
Bonus Dividend for attributable to attributable to
Increased
shares for every 10 Amount of shareholders of shareholders
The year for shares for
every 10 shares held cash dividend the Company of the
distribution every 10
shares (RMB) (tax (tax included) in the Company in
shares held
held included) consolidated consolidated
statements statements
(%)
2013 0 0.05 0 5,781,999.88 16,623,782.76 34.78
102,542,136.8
2012 0 0 0 0 0
2
229,773,339.3
2011 0 0 0 0 0
7
5. The work on fulfillment of social responsibility
1) The work on social responsibility
The Company performed its social responsibility actively and declared its social responsibility
report of 2013. The full text of the report was carried in the website of Shanghai Stock Exchange
at the same day: www.sse.comc.cn.
27
上海氯碱化工股份有限公司 2013 年年度报告
5. Major Events
1. 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.
2. Occupation of funds and the liquidation during the report period
√ Not applicable
3. Events related to bankruptcy and reorganization
In this year the Company did not have any events related to bankruptcy and reorganization.
4. Transaction in assets and business merger
1) The events not disclosed by provisional announcements or still being under progress
(1) Sale of assets
Unit: RMB'0000
The The involved Ratio of the
A related
property creditor's net profit
Profit transaction Pricing
Counterpart right of the rights and contributed
Day of Selling and loss or not (if principle on
of Assets sold assets debt by the sale
sale price from the yes, state sale of
transaction transferred transferred of assets in
sale the pricing assets
completely completely gross profit
principle))
or not or not (%)
Listed the
75.76% equity
price based
interest of
on the
Shanghai
appraisal
Chlor-alkali
price of the
Zhu Chunyu Building 01/11/2013 463.90 77.05 No Yes Yes 2.46
assets, finally
Anti-corrosion
executed at
Installation
actual
Engineering
transaction
Co., Ltd.
price.
5. Equity incentive of the Company and the influences
√ Not applicable
6. 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 mutual benefit and voluntaries and good faith, the
Company, Shanghai Huayi (Group) Company and Shanghai Huayi China Securities News,
Group Finance Co., Ltd. signed a frame agreement on finance service Shanghai Securities News,
of 3 parties, through which Shanghai Huayi (Group) Company shall Securities Post and Hong
make use of the self advantage for short-term financing and bond Kong Commercial Daily on
issuing and Shanghai Huayi Group Finance Co., Ltd. shall provide May 29, 2012 and the
the Company with finance service as a non-banking financial website of Shanghai Stock
institution to meet the Company's requirements for reducing Exchange: www.sse.com.cn
financing cost in developing its business. The valid period of the
agreement is 3 years.
28
上海氯碱化工股份有限公司 2013 年年度报告
(2) Events not disclosed in provisional announcement
Unit: RMB'0000
Ratio in total
Pricing
Type of Content of Amount of amount of
principle of
Related transaction party Related relation related related related transactions
related
transaction transaction transaction with same
transaction
type (%)
Shanghai Wujing Controlled subsidiary
4,082.48 0.70
Chemical Co., Ltd. of parent company
Shanghai Carbonization Controlled subsidiary
21.84 0.00
Co., Ltd. of parent company
Shanghai Huayi
Controlled subsidiary
Tianyuan Chemical 76.51 0.01
of parent company
Logistics Co., Ltd.
Shanghai Xintianyuan
Controlled subsidiary
Chemical Transport Co., 335.89 0.06
of parent company
Ltd.
Wholly owned
Shanghai Chlor-Alkali
subsidiary of parent 1,544.52 0.26
Creation Co., Ltd.
company
Shanghai Huayi Group Wholly owned Purchase Material
Equipment Engineering subsidiary of parent goods purchase 284.95 0.05
Co., Ltd. company
Shanghai Chemical Wholly owned
Supply and Marketing subsidiary of parent 52.29 0.01
Co., Ltd. company
Shanghai Huayi New Wholly owned
Energy Chemical Sales subsidiary of parent 2,068.50 0.35
Co., Ltd. company Settled as
Shanghai Huayi per agreed
Controlled subsidiary
Information Technology price 267.61 0.05
of parent company
Co., Ltd.
Shanghai Huayi Group Wholly owned
Huayuan Chemical Co., subsidiary of parent 11.98 0.00
Ltd. company
Shanghai Chemical Wholly owned
Industry Pressure Vessel subsidiary of parent 188.04 0.03
Inspection Co., Ltd. company
Shanghai Huayi
Controlled subsidiary
Tianyuan Chemical 3,206.36 0.55
of parent company
Logistics Co., Ltd.
Shanghai Xintianyuan
Controlled subsidiary
Chemical Transport Co., Receive Receive 375.88 0.06
of parent company
Ltd. labour labour
Wholly owned service service
Shanghai Chlor-Alkali
subsidiary of parent 2,530.48 0.43
Creation Co., Ltd.
company
Wholly owned
Shanghai Huayi
subsidiary of parent 1,001.89 0.17
Engineering Co., Ltd.
company
Shanghai Huayi Controlled subsidiary
237.98 0.04
Information Technology of parent company
29
上海氯碱化工股份有限公司 2013 年年度报告
Co., Ltd.
Shanghai Pacific Ocean
Controlled subsidiary
Chemical Equipment 21.00 0.00
of parent company
Engineering Co., Ltd.
Shanghai Carbonization Controlled subsidiary
752.45 0.13
Co., Ltd. of parent company
Shanghai Huayi Group Wholly owned
Huayuan Chemical Co., subsidiary of parent 321.51 0.05
Ltd. company
Shanghai 3F New Controlled subsidiary
3,677.66 0.61
Materials Co., Ltd. of parent company
Shanghai Huayi
Controlled subsidiary
Tianyuan Chemical 188.02 0.03
of parent company
Logistics Co., Ltd.
Shanghai Xintianyuan
Controlled subsidiary
Chemical Transport Co., 6.22 0.00
of parent company
Ltd.
Wholly owned
Shanghai Chlor-Alkali
subsidiary of parent 71.41 0.01
Creation Co., Ltd. Sell Product
company
commodities sales
Shanghai Tianyuan Wholly owned
Group Shengde Plastic subsidiary of parent 855.94 0.14
Co., Ltd. company
Wholly owned
Shanghai Resin Factory
subsidiary of parent 40.55 0.01
Co., Ltd.
company
Shanghai Huayi Acrylic Controlled subsidiary
194.88 0.03
Acid Co., Ltd. of parent company
Shanghai Huayi Wholly owned
Carbonizing Coal Gas subsidiary of parent 21.82 0.00
Co., Ltd. company
Shanghai Peony Printing Controlled subsidiary
24.45 0.00
Ink Co., Ltd. of parent company
Shanghai Huntsman
Affiliated company 619.20 0.10
Polyurethane Co., Ltd.
Shanghai Carbonization Controlled subsidiary
229.20 0.04
Co., Ltd. of parent company
Shanghai Huayi
Controlled subsidiary
Tianyuan Chemical 222.90 0.04
of parent company
Logistics Co., Ltd.
Wholly owned
Shanghai Huayi
subsidiary of parent Rendering of Rendering 240.27 0.04
Engineering Co., Ltd.
company service of service
Wholly owned
Shanghai Huayi Polymer
subsidiary of parent 168.04 0.03
Co., Ltd.
company
Shanghai Huayi Group Wholly owned
Huayuan Chemical Co., subsidiary of parent 114.40 0.02
Ltd. company
Shanghai Pacific Ocean
Shareholder's
Chemical Equipment 11.97 0.00
subsidiary
Engineering Co., Ltd.
30
上海氯碱化工股份有限公司 2013 年年度报告
Shanghai Huntsman
Affiliated company 23.72 0.00
Polyurethane Co., Ltd.
Total / 24,837.20 4.18
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) The related transactions due to purchase and sale of assets
(1) The，events disclosed in provisional announcement and having subsequent implementation
progress or change
On November 23, 2013, the Company convened the 7th meeting of 8th Board of Directors, which
examined and passed the Motion on the Related Transaction for Transfer of 90% Equity Interest of
Shanghai Tianyuan (Group) High Molecular Material Co., Ltd. On December 11, 2013 the
Company convened the second provisional shareholders' meeting of 2013, which examined and
passed this motion. On December 25, 2013, this equity transfer has been completed with the official
transfer procedure.
3) Significant related transactions for joint investment
(1) The events disclosed in provisional announcement and having no progress or change
Description of event Index
Due to the demand for operating development, Shanghai Huayi
China Securities News,
Group Finance Co., Ltd. increased the registered capital by RMB 0.3
Shanghai Securities
billion, and the shareholders shall make the capital increase with cash
News, Securities Post
in the same ratio. In order to make Shanghai Huayi Group Finance
and Hong Kong
Co., Ltd. further enhance its ability in expanding business and its
Commercial Daily and
general profitability, provide more powerful financing support and
the website of Shanghai
create higher return the shareholders, the Company and Shanghai
Stock Exchange:
Huayi (Group) Company, Double Coin Holdings Limited and
www.sse.com.cn on
Shanghai 3F New Material Co., Ltd. make common capital increase
November 26, 2013.
according to their ratio of contribution.
4) Related creditor's rights and debts
(1) Events not disclosed in the provisional announcement
Unit: RMB'0000
Related parties provide fund to
Provide fund to related parties
the listed Company
Related party Related relation
Beginning Closing Beginning Closing
Amount Amount
balance balance balance balance
Shanghai Tianyuan Group Wholly owned subsidiary
769.18 34.86 804.04
Shengde Plastic Co., Ltd. of parent company
Shanghai Carbonization Co., Controlled subsidiary of
0 120.61 120.61 14.14 -14.14 0
Ltd. parent company
Shanghai 3F New Materials Co., Controlled subsidiary of
20.28 -8.14 12.14
Ltd. parent company
Shanghai Huayi Engineering Wholly owned subsidiary
0 6,645.42 6,645.42 0 1.51 1.51
Co., Ltd. of parent company
Shanghai Huntsman
Affiliated company 0 12.78 12.78
Polyurethane Co., Ltd.
Shanghai Peony Printing Ink Controlled subsidiary of
0 0.44 0.44
Co., Ltd. parent company
31
上海氯碱化工股份有限公司 2013 年年度报告
Shanghai Huayi Tianyuan Controlled subsidiary of
176.91 -176.46 0.45
Chemical Logistics Co., Ltd. parent company
Wholly owned subsidiary
Shanghai Resin Factory Co., Ltd. 0 2.29 2.29
of parent company
Wholly owned subsidiary
Shanghai Paint Co., Ltd. 63.81 -63.34 0.47
of parent company
Shanghai Huayi Polymer Co., Wholly owned subsidiary
25.13 -25.13 0
Ltd. of parent company
Shanghai Huayi Acrylic Acid Controlled subsidiary of
6.92 -6.92 0
Co., Ltd. parent company
Shanghai Huayi New Energy Wholly owned subsidiary
0 0.03 0.03
Chemical Sales Co., Ltd. of parent company
Shanghai Chemical Industry
Wholly owned subsidiary
Pressure Vessel Inspection Co., 0 10.52 10.52
of parent company
Ltd.
Shanghai Chlor-Alkali Creation Wholly owned subsidiary
11.37 -4.68 6.69
Co., Ltd. of parent company
Shanghai Xintianyuan Chemical Controlled subsidiary of
0 0.96 0.96
Transport Co., Ltd. parent company
Shanghai Huayi (Group)
Controlling shareholder 157,635.98 25.86 157,661.84
Company
Shanghai Huayi Group
Controlled subsidiary of
Construction Cost Consultation 30.37 -27.52 2.85
parent company
Co., Ltd.
Shanghai Huayi Group Wholly owned subsidiary
2.29 -2.29 0
Equipment Engineering Co., Ltd. of parent company
Shanghai Chemical Supply and Wholly owned subsidiary
11.15 14.15 25.30
Marketing Co., Ltd. of parent company
Total 1,062.23 6,536.44 7,598.67 157,705.30 4.37 157,709.67
During the report period the amount of the fund supplied by the
65,364,400
Company to its controlling shareholder and subsidiaries (RMB)
Balance of the fund supplied by the Company to its controlling
75,986,700
shareholder and subsidiaries (RMB)
Formed from purchase and sale in regular production
Reason for related creditor's rights and debts
operation
Impacts of related creditor's rights and debts to the Company's No influence on the Company's operating results and
operation results and financial status financial status
7. 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) Circumstance of tenancy
Unit: RMB'0000
Basis for
Amount
Beginning Earned deciding Related
Leased related to End date of
Lessor Renter date of income earned transaction Related relation
assets leased leasing
leasing on leases income on or not
assets
leases
Shanghai Controlled
Shanghai Huayi Settled as
Chlor-Alkal Fixed subsidiary of
Tianyuan Chemical 3,234.36 09/01/2012 08/31/2013 1,049.40 per agreed Yes
i Chemical assets parent
Logistics Co., Ltd. price
Co., Ltd. company
Shanghai Wholly owned
Shanghai Tianyuan Settled as
Chlor-Alkal Fixed subsidiary of
Group Shengde 769.81 01/01/2013 12/31/2013 823.22 per agreed Yes
i Chemical assets parent
Plastic Co., Ltd. price
Co., Ltd. company
32
上海氯碱化工股份有限公司 2013 年年度报告
2) Particulars of guarantee
√ Not applicable
3) Other significant contracts
In this year the Company did not have any other important contract.
8. Fulfillment of commitments
√ Not applicable
9. Engaging and dismissing of the public accounting firmtal
Unit: RMB'0000
Whether change public accounting firm or not: No
Now engage
Shanghai Shu Lun Pan CPA Ltd. (special
Name of the domestic public accounting firm
general partnership)
Reward to the domestic public accounting firm 88
Service age of domestic public accounting firm 3
Name Reward
Accounting firm for internal Shanghai Shu Lun Pan CPA Ltd.
35.2
control (special general partnership)
10. Punishment to the listed Company and its decades, 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.
11. Description on other significant events
During the report period the Company did not have other significant events
33
上海氯碱化工股份有限公司 2013 年年度报告
6. Changes in shareholding 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 share Bonus Transferred
Quantity Ratio Other Subtotal Quantity Ratio
issued share from 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 share
Incl.: Overseas legal
person share
Overseas natural
person share
2. Tradable share with no
1,156,399,976 100 1,156,399,976 100
limited sales condition
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.
2. 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
34
上海氯碱化工股份有限公司 2013 年年度报告
1) Information of the shareholders
Unit: Share
Number of
Number of shareholders at fifth day before the date
shareholders at end 109,379 108,086
for disclosure of the annual report
of the report period
Top 10 shareholders
Increase or
Nature of Shareholding Shares decrease in Shares with Shares pledged
Name of shareholder limited sales
shareholder ratio (%) held the report conditions held or frozen
period
Shanghai Huayi (Group)
State 50.29 581,592,347 0 0 None
Company
SCBHK A/C BBH S/A
VANGUARD EMERGING Overseas
0.75 8,649,032 7,608,132 0 None
MARKETS STOCK INDEX legal person
FUND
State-owned
Bank of China Wuxi Branch 0.23 2,605,981 0 0 None
legal person
CORE PACIFIC-YAMAICHI
Overseas
INTERNATIONAL(HK) 0.16 1,902,730 1,850,000 0 None
legal person
LIMITED-CLIENT A/C
Shanghai Huayi Group State-owned
0.16 1,848,100 0 0 None
Investment Co., Ltd. legal person
VANGUARD TOTAL
Overseas
INTERNATIONAL STOCK 0.16 1,840,200 0 0 None
legal person
INDEX FUND
Domestic
Chen Cailin 0.12 1,399,248 0 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.
Domestic
Yang Qinzheng 0.10 1,200,000 470,000 0 None
natural person
Domestic
Xie Chuande 0.10 1,150,000 1,150,000 0 None
natural 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
SCBHK A/C BBH S/A VANGUARD EMERGING Domestic listed foreign
8,649,032
MARKETS STOCK INDEX FUND capital share
Bank of China Wuxi Branch 2,605,981 Renminbi ordinary share
CORE PACIFIC-YAMAICHI INTERNATIONAL(HK) Domestic listed foreign
1,902,730
LIMITED-CLIENT A/C capital share
Shanghai Huayi Group Investment Co., Ltd. 1,848,100 Renminbi ordinary share
VANGUARD TOTAL INTERNATIONAL STOCK INDEX Domestic listed foreign
1,840,200
FUND capital share
Domestic listed foreign
Chen Cailin 1,399,248
capital share
Employee's Technical Association of Shanghai Chlor-Alkali Renminbi ordinary share
1,248,254
Chemical Co., Ltd.
35
上海氯碱化工股份有限公司 2013 年年度报告
Domestic listed foreign
Yang Qinzheng 1,200,000
capital share
Xie Chuande 1,150,000 Renminbi ordinary 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, Shanghai
Remark on related Huayi Group Investment Co., Ltd. is a subsidiary wholly-owned Shanghai Huayi
relations or concerted (Group) Company and have a related relation mutually. Except that, the Company
actions between above 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. Information of 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
Liu Xunfeng
representative
Establishment date January 23, 1997
Organization code 13226216-8
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 2013, the main business income of Shanghai Huayi (Group)
Operating results Company was RMB 60.2 billion, and the gross profit was RMB 0.99 billion
(above data not audited).
Achieve the "1350" strategic objective: Through hard work for several
years, the sales income will reach RMB 100 billion, the market share of a
Cash flow and future
batch of core products will be at leading posion, it will reach among top 3 in
development strategy
the chemical industry of China, top 50 in manufacture industry of China and
top 50 in global chemical industry.
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 interest
during the report period 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
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上海氯碱化工股份有限公司 2013 年年度报告
5. Other legal person shareholders holding shares over 10%
As of the end of this report period the Company did not have any other legal person shareholder
with shares held over 10%.
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上海氯碱化工股份有限公司 2013 年年度报告
7. Particulars of the Directors, Supervisors, Senior Executives and
Employees
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
Start date End date Shares Company during the
Shares held at shareholder's
Name Position Gender Age of office of office held at report period
year-beginning unit in the
term term year-end (RMB'0000)(before
report period
tax)
(RMB'0000)
Chairman of
Li Jun Male 54 12/20/2012 12/20/2015 865 865 0
the Board
Director,
Party
Hu secretary and
Male 58 12/20/2012 12/20/2015 75.49
Yongkang deputy
general
manager
Director,
general
He Gang manager and Male 45 12/20/2012 12/20/2015 14,000 14,000 89.27
deputy Party
secretary
Wang
Director Male 47 12/20/2012 12/20/2015 0
Zhenjin
Employee's
Yu
representative Male 55 12/20/2012 12/20/2015 54.92
Zhaojun
director
Wang Independent
Male 55 12/20/2012 12/20/2015 10
Kaiguo Director
Independent
Lu Yiping Male 68 12/20/2012 12/20/2015 10
Director
Li Independent
Male 39 12/20/2012 12/20/2015 10
Zengquan Director
Zhang Outside
Male 43 12/20/2012 12/20/2015 11.32
Wenlei Director
Chairman of
Chen Yao Supervisory Male 50 09/17/2013 12/20/2015 0
Committee
Yu Bin Supervisor Male 39 12/20/2012 12/20/2015 0
Dong Yan Supervisor Female 40 12/20/2012 12/20/2015 38.31
Wang Employee
Female 52 12/20/2012 12/20/2015 31.97
Minchun Supervisor
Wang Employee
Male 51 12/20/2012 12/20/2015 57.5
Linzao Supervisor
Cao
CFO Male 39 12/20/2012 12/20/2015 56.55
Jinrong
Deputy
Chen
general Male 49 12/20/2012 12/20/2015 58.7
Jiang
manager
Deputy
Zhang
general Male 39 12/20/2012 12/20/2015 58.45
Junjun
manager
38
上海氯碱化工股份有限公司 2013 年年度报告
Deputy
Yuan
general Male 46 12/20/2012 12/20/2015 43.44
Maoquan
manager
Secretary of
Xu
the Board of Male 58 12/20/2012 12/20/2015 51.03
Peiwen
Directors
Chairman of
Qin Jian Supervisory Male 46 12/31/2009 08/23/2013 0
Committee
Total / / / / / 14,865 14,865 656.95 /
Work career of Directors, Supervisors and senior executives in recent 5 years:
Li Jun: 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: 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: 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: 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: He used to be Party secretary of PVC factory of Shanghai Chlor-Alkali Chemical Co.,
Ltd. Now he is the employee's representative director, Deputy Party secretary, secretary of Party
discipline committee and chairman of trade union of Shanghai Chlor-Alkali Chemical Co., Ltd.
Wang Kaiguo: 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: 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.
Li Zengquan: 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 an anonymous proofreader of Economic Research and many
other authoritative periodicals, member of editorial board of China Journal of Accounting Research,
Independent Director of Haibo Share and Independent Director of East Wealth and Independent
Director of Shanghai Chlor-Alkali Chemical Co., Ltd.
Zhang Wenlei: 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
39
上海氯碱化工股份有限公司 2013 年年度报告
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.
Chen Yao: He used to be deputy general manager of Shanghai Paint Co., Ltd., deputy general
manager of Shanghai Paint Co., Ltd. and secretary of general Party branch of Xinhua Resin Factory,
deputy general manager of Shanghai International Paint Co., Ltd., manager of external cooperation
department of Shanghai Huayi (Group) Company and Party secretary and deputy general manager
of Double Coin Holdings Limited. Now he is the secretary of Party discipline committee of
Shanghai Huayi (Group) Company, vice chairman of Supervisory Committee and Chairman of the
Supervisory Committee of Shanghai Chlor-Alkali Chemical Co., Ltd.
Yu Bin: 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: 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: 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: 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: 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: 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.
Zhang Junjun: 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: 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: He used to be Board Secretary of Shanghai Tianyuan (Group) Co., Ltd., and since 2000
he has also been the Board Secretary and chief of Board Secretary's office of Shanghai Chlor-Alkali
Chemical Co., Ltd.
Qin Jian: He used to be the vice president of Shanghai Huayi (Group) Company and Chairman of
the Supervisory Committee of Shanghai Chlor-Alkali Chemical Co., Ltd. On August 23, 2013 he
resigned from the position of Chairman of the Supervisory Committee of Shanghai Chlor-Alkali
Chemical Co., Ltd.
40
上海氯碱化工股份有限公司 2013 年年度报告
2. Particulars of Directors, Supervisors and senior executives (including the ones leaving post during
the report period)
1) Position in shareholder's unit
Position in the Start date of
Name Name of shareholder's unit
shareholder's unit office term
April 1,
Li Jun Shanghai Huayi (Group) Company Vice president
2009
General manager of assets Sept. 1,
Wang Zhenjin Shanghai Huayi (Group) Company
department 2008
Aug. 1,
Qin Jian Shanghai Huayi (Group) Company President
2013
Secretary of Party
discipline committee, vice
Chen Yao Shanghai Huayi (Group) Company Oct. 1, 2011
chairman of Supervisory
Committee
Deputy general manager of
Yu Bin Shanghai Huayi (Group) Company July 1, 2010
financial department
2) Position in other companies
Start date of
Name Name of other unit Position in other unit
office 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.
Shanghai Hensmai Polyurethane Co.,
He Gang Chairman of the Board Aug. 1, 2013
Ltd.
Shanghai Huayi Group Finance Co.,
Director March 1, 2012
Ltd.
Shanghai Haibo Co., Ltd. Independent Director April 18, 2012
Li Zengquan
East Money Information Co., Ltd. Independent Director Jan. 22, 2014
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
Chen Jiang Shanghai Huayi Tianyuan Chemical
Director March 1, 2010
Logistics Co., Ltd.
Shanghai Tiantai Addition Agent Co.,
Zhang Junjun Chairman of the Board April 1, 2012
Ltd.
February 1,
Shanghai Luwei Plastics Co., Ltd. Chairman of the Board
2013
Cao Jinrong
Shanghai Ruisheng Enterprises Co.,
Executive director March 1, 2012
Ltd.
3. Reward for Directors, Supervisors and Senior Executives
Decision-making process
for rewards to Directors, The reward to Directors, Supervisors and senior executives is
Supervisors and senior decided by the salary & checking committee of the Company.
executives
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上海氯碱化工股份有限公司 2013 年年度报告
The basis for deciding
Distributed according to the "Checking and Evaluation Methods
Rewards to Directors,
on the Reward to Directors, Supervisors and Senior Executives"
Supervisors and senior
of the Company
executives
The Board of Directors decided the reward standard for the
Directors, Supervisors and Senior Executives get salary from the
The rewards of the Company and paid the reward monthly in accordance with the
Directors, Supervisors and Company's unified salary management system and the annual
Senior Executives payable performance review by the salary & 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 6,569,500
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 1st provisional
Chairman of Supervisory
Chen Yao Engaged shareholders' meeting of 2013 on September
Committee
17, 2013
Chairman of Supervisory Leave Submit his resignation on August 23, 2013
Qin Jian
Committee post due to job changed.
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 in-service employees of the parent
2,092
company
Number of in-service employees of main subsidiaries 478
Total number of in-service employees 2,570
Number of retired employees borne by the parent
4,188
company and main subsidiaries
Profession structure
Type of profession Number of people
Production personnel 1,492
Sales people 76
Technical personnel 196
Financial personnel 34
Administrative personnel 294
Total 2,092
Education level
Education level Number of people
Bachelor degree or higher 361
Junior college 565
Senior high school (technical secondary school) 373
Lower than senior high school 793
Total 2,092
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上海氯碱化工股份有限公司 2013 年年度报告
2) Salary policy
The Company implements the "Position Level Salary Measures of Shanghai Chlor-Alkali Chemical
Co., Ltd.".
3) Training plan
In 2013 the Company made training for 14,894 mentimes. There were 10,257 mentimes of training
for first line employees, accounting for 68.87% of the total training numbers. Main training content:
post operation training (examination for training of post required knowledge, 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 4,637 men-times of training for non first line employees, accounting for
31.13% of the total training numbers. Main training content: Various training for basic management
personnel, further education training for professional technical 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.
4) Statistical chart for profession:
5) Statistical chart for education level:
43
上海氯碱化工股份有限公司 2013 年年度报告
44
上海氯碱化工股份有限公司 2013 年年度报告
8. Company Governance
1. Company governance and registration management for insiders
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 has no difference compared with the requirements
in the Management Principle of the Listed Companies.
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 introduction to shareholders' meetings
In 2013 the Company totally convened three shareholders' meeting, i.e., 2012 annual shareholders'
meeting and 2013 1st provisional shareholders' meeting and 2013 2nd provisional shareholders'
meeting, as follows:
1) On May 9, 2013, the Company convened 2012 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 May 10, 2013. The motions are as
follows:
(1) Examined 2012 Annual Report and the Abstract; (2) Examined 2012 Work Report of the Board
of Directors; (3) Examined 2012 Work Report of the Supervisory Committee; (4) Examined the
Motion on 2012 Financial Account and 2013 Financial Budget; (5) Examined the Proposal for 2012
Profit Distribution; (6) Examined the Motion on Application for Financing Credit Limit in 2013; (7)
Examined the Motion on Engagement of the Auditor for the Company's 2013 Annual Report and
Payment for the Reward of 2012; (8) Examined the Motion on Engagement of the Auditor for the
Company's Internal Control in 2013; (9) Examined the 2012 Work Report of the Independent
Directors.
2) On September 17, 2013, the Company convened 2013 first provisional 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 September 18,
2013. The motion of the meeting was: examined the Motion on Change of the Company's
Supervisor.
3) On December 11, 2013, the Company convened 2013 second provisional 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 December 12,
2013. The motion of the meeting was: examined the Motion on Transfer of 90% equity interest of
Shanghai Tianyuan (Group) High Molecular Material Co., Ltd.
3. Duty performance of the Directors
1) Attendance of Directors in Board meetings and shareholders' meetings
Particulars of
Independent attendance in
Name of Particulars of attendance in Board meetings
Director or shareholders'
Director
not meetings
Required Attendances Attendances Entrusted Absence Attendances not Attendances in
45
上海氯碱化工股份有限公司 2013 年年度报告
number of in person through attendances s in person shareholders'
attendances communication successively for meeting
this year 2 times or not
Li Jun No 6 6 4 0 0 No 3
Hu
No 6 6 4 0 0 No 2
Yongkang
He Gang No 6 6 4 0 0 No 1
Wang
No 6 6 4 0 0 No 3
Zhenjin
Yu
No 6 6 4 0 0 No 3
Zhaojun
Wang
Yes 6 6 4 0 0 No 0
Kaiguo
Lu Yiping Yes 6 6 4 0 0 No 2
Li
Yes 6 6 4 0 0 No 2
Zengquan
Zhang
No 6 6 4 0 0 No 2
Wenlei
Board meetings convened this year 6
Incl.: On-site meetings 2
Meetings held through communication 4
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 2013 the special committees under the Board of Directors of the Company, in accordance with
the provisions in the Enforcement Rules of the Special Committee under the Board of Directors,
performed their duties earnestly, conducted work actively, give full play to their professional skills
and play active role in the decision-making 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 a discussion meeting on the capital
increase to Shanghai Huayi Group Finance Co., Ltd. and purchase of D4-2 land lot construction in
progress of Shanghai Paint Co., Ltd. to enhance the scientificalness of the investment. The salary &
checking committee held a meeting to examine and confirm the salary of the Company's senior
executives in 2013 and raised an examination proposal for the salary of the senior executives in
2013.
5. 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.
46
上海氯碱化工股份有限公司 2013 年年度报告
9. Internal Control
1. Declaration for the responsibility of internal control and the construction of the internal control
system
In accordance with the provisions of the enterprise internal control model system, to establish the
healthful and effective internal control, appraise the effectiveness and disclose the appraisal report
on internal control according to the facts, shall be the responsibility of the Board of Directors of the
Company. The Supervisory Committee shall exercise supervision on the Board of Directors'
establishing and implementing the internal control. The management shall be responsible for
leading the routine running of the internal control of the enterprise. The Board of Directors, the
Supervisory Committee, Directors, Supervisors and senior executives of the Company ensure that
the content in the report does not have any false statement, serious misrepresentation or significant
omission and will take the joint and several legal responsibilities for the truth, accuracy and
completeness of the content of the Report.
The goal of the Company's internal control is to ensure reasonably the legality and compliance of
the operating management, the safety of assets and the truth and integrity of the financial report and
relevant information, enhance the operating efficiency and effect and promote the realization of the
development strategy. Owing to its inherent limitation, the internal control can only provide
reasonable assurance for realization of above goal. Furthermore, the change of instances may cause
the internal control improper or the level of policy control and procedure following reduced, so
predicting the effectiveness of the future internal control in accordance with the appraisal result to
the internal control shall be of certain risk.
According to the cognizance to the significant and important deficiency in the internal control on
the financial report of Shanghai Chlor-Alkali Chemical Co., Ltd., there was no significant and
important deficiency in the internal control on the financial report at the base date of the appraisal
report for internal control; the Board of Directors deems that, the Company has kept effective
internal control on the financial report in all significant aspects in accordance with the requirements
of the regulating system and relevant provisions for the enterprise internal control. According to the
cognizance to the significant and important deficiencies other than in internal control on the
financial report of Shanghai Chlor-Alkali Chemical Co., Ltd., the Company did not find any
significant and important deficiencies other than in the internal control on the financial report at the
base date of the appraisal report for the internal control. There was no any factor influencing the
appraisal conclusion for effectiveness of the internal control from the base date of the appraisal
report for the internal control to the issuing date of the appraisal report for the internal control. For
details of the appraisal report on internal control, please see 2013 Self-appraisal Report for Internal
Control of Shanghai Chlor-Alkali Chemical Co., Ltd. carried in the website of Shanghai Stock
Exchange 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 2013. 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, 2013. 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
47
上海氯碱化工股份有限公司 2013 年年度报告
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 investigation system and incentive system.
48
上海氯碱化工股份有限公司 2013 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 [2014] No. 110518
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, 2013, income statement and consolidated income statement of 2013, cash flow
statement and consolidated cash flow statement of 2013, statement of changes in owner's equity and
consolidated statement of changes in owner's equity in 2013, 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 presenting 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.
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 in all significant aspects, and has fairly reflected
the financial status of the Company as of December 31, 2013 and its operating results and cash flow
in 2013.
49
上海氯碱化工股份有限公司 2013 年年度报告
Shanghai Shu Lun Pan CPA Ltd. (special general partnership)
China certified accountant: Sang Qimin
China certified accountant: Ling Min
ShanghaiChina March 19, 2O14
2. Financial statements
Consolidated Balance Sheet
December 31, 2013
Prepared by: Shanghai Chlor-Alkali Chemical Co., Ltd.
Unit: RMB
Item Closing balance Beginning balance
Current assets:
Monetary fund 573,468,453.52 573,937,087.33
Settlement reserves
Loans to other bank
Transactional financial assets
Notes receivable 378,074,710.56 373,350,546.92
Accounts receivable 219,585,380.39 281,073,306.34
Advance payment 230,394,610.83 178,566,203.12
Premium receivable
Reinsurance accounts receivable
Contract reserve of reinsurance receivable
Interest receivable
Dividend receivable
Other receivables 1,481,952.65 10,779,462.95
Financial assets purchased under agreement to resell
Inventories 390,476,527.64 401,049,834.13
Non-current assets due in one year
Other current assets
Subtotal of current assets 1,793,481,635.59 1,818,756,440.79
Non-current assets:
Disbursement of entrusted loans and advances
Salable financial assets 10,926,604.39 9,905,288.69
Held-to-maturity investments
Long-term receivables
Long-term equity investment 447,852,026.33 386,918,042.18
Investment real estate
Fixed assets 3,313,496,420.90 3,373,696,831.94
Construction in progress 142,900,085.66 455,983,782.08
Engineering material 1,914,050.52 7,136,262.70
Disposal of fixed assets
Productive biological assets
Oil gas assets
Intangible assets 255,416,359.06 259,222,805.52
Development expenditure 8,805,094.96 128,547.41
Goodwill
Long-term prepaid expenses 16,776,930.53 26,981,667.67
Deferred income tax assets 1,011,821.71 1,403,117.84
Other non-current assets
Subtotal of non-current assets 4,199,099,394.06 4,521,376,346.03
50
上海氯碱化工股份有限公司 2013 年年度报告
Total of assets 5,992,581,029.65 6,340,132,786.82
Current liabilities:
Short-term loan 422,800,855.65 577,905,075.14
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 372,058,908.94 364,270,073.50
Advance receipts 331,371,643.21 374,554,029.66
Financial assets sold for repurchase
Handling charges and commission payable
Staff salary payable 947,961.82 47,483,968.60
Tax payable 62,085,362.46 43,546,800.74
Interest payable 3,231,705.95 3,247,050.81
Dividend payable 2,907,553.75 3,402,443.92
Other payables 806,835,168.66 876,068,167.39
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 2,002,239,160.44 2,290,477,609.76
Non-current liabilities:
Long-term loan 64,000,000.00
Bonds payable
Long-term payables 950,000,000.00 976,026,345.12
Special payables 96,000,000.00 97,700,000.00
Estimated liabilities
Liabilities for deferred income tax 1,795,745.90 2,187,080.42
Other non-current liabilities 930,800.00 1,047,150.00
Subtotal of non-current liabilities 1,048,726,545.90 1,140,960,575.54
Subtotal of liabilities 3,050,965,706.34 3,431,438,185.30
Owner's equity (or shareholders' equity):
Paid-in capital (or share capital) 1,156,399,976.00 1,156,399,976.00
Capital reserves 1,593,255,392.61 1,590,142,742.37
Less: Treasury stock
Special reserve
Surplus reserves 11,329,760.39 10,384,738.92
Provision for normal risk
Undistributed profit 87,215,874.60 71,537,113.31
Converted difference in foreign currency statements
Owner's equity attributed to parent company 2,848,201,003.60 2,828,464,570.60
Minority interest 93,414,319.71 80,230,030.92
Total of owner's equity 2,941,615,323.31 2,908,694,601.52
Total of liabilities and owner's equity 5,992,581,029.65 6,340,132,786.82
Legal representative: Mr. Li Jun Principal in charge of accounting: Mr. He Gang Head of
accounting dept.: Mr. Lai Yonghua
51
上海氯碱化工股份有限公司 2013 年年度报告
Balance Sheet of Parent Company
December 31, 2013
Prepared by: Shanghai Chlor-Alkali Chemical Co., Ltd.
Unit: RMB
Item Closing balance Beginning balance
Current assets:
Monetary fund 520,889,380.61 495,362,517.37
Transactional financial assets
Notes receivable 359,331,691.41 357,389,511.98
Accounts receivable 172,900,894.31 219,704,681.52
Advance payment 223,657,620.42 169,972,244.57
Interest receivable
Dividend receivable
Other receivables 1,146,309.00 20,388,175.90
Inventories 318,452,938.40 341,176,769.80
Non-current assets due in one year
Other current assets 20,000,000.00
Subtotal of current assets 1,616,378,834.15 1,603,993,901.14
Non-current assets:
Salable financial assets 7,516,634.40 8,339,522.40
Held-to-maturity investments
Long-term receivables
Long-term equity investment 623,858,686.16 570,724,702.01
Investment real estate
Fixed assets 3,147,708,955.11 3,205,968,169.72
Construction in progress 136,595,991.98 411,512,002.21
Engineering material 1,914,050.52 7,136,262.70
Disposal of fixed assets
Productive biological assets
Oil gas assets
Intangible assets 205,724,769.34 215,622,425.18
Development expenditure 8,805,094.96 128,547.41
Goodwill
Long-term prepaid expenses 15,829,943.15 25,704,767.62
Deferred income tax assets
Other non-current assets
Subtotal of non-current assets 4,147,954,125.62 4,445,136,399.25
Total of assets 5,764,332,959.77 6,049,130,300.39
Current liabilities:
Short-term loan 368,350,855.65 497,555,075.14
Transactional financial liabilities
Notes payable
Accounts payable 348,490,583.44 332,975,473.99
Advance receipts 323,823,687.69 366,474,671.21
Staff salary payable 34,762,170.00
Tax payable 58,852,446.65 40,131,602.62
Interest payable 3,231,705.95 3,106,744.79
Dividend payable 1,372,676.90 1,372,676.90
Other payables 833,863,795.45 864,889,309.30
Non-current liabilities due in one year
52
上海氯碱化工股份有限公司 2013 年年度报告
Other current liabilities
Subtotal of current liabilities 1,937,985,751.73 2,141,267,723.95
Non-current liabilities:
Long-term loan 64,000,000.00
Bonds payable
Long-term payables 950,000,000.00 976,026,345.12
Special payables 96,000,000.00 97,700,000.00
Estimated liabilities
Liabilities for deferred income tax 969,995.16 1,822,380.60
Other non-current liabilities 930,800.00 1,047,150.00
Subtotal of non-current liabilities 1,047,900,795.16 1,140,595,875.72
Subtotal of liabilities 2,985,886,546.89 3,281,863,599.67
Owner's equity (or shareholders' equity):
Paid-in capital (or share capital) 1,156,399,976.00 1,156,399,976.00
Capital reserves 1,599,084,909.20 1,597,355,411.76
Less: Treasury stock
Special reserve
Surplus reserves 11,329,760.39 10,384,738.92
Provision for normal risk
Undistributed profit 11,631,767.29 3,126,574.04
Subtotal of owner's equity (or shareholders' equity) 2,778,446,412.88 2,767,266,700.72
Total of liabilities and owner's equity (or shareholders'
5,764,332,959.77 6,049,130,300.39
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 to December, 2013
Unit: RMB
Item Current period Last period
1. Gross operating income 6,974,211,654.53 6,340,883,649.76
Incl.: Operating income 6,974,211,654.53 6,340,883,649.76
Interest income
Earned premium
Income from handling charges and commissions
2. Gross operating cost 7,206,916,460.12 6,354,624,964.69
Incl.: Operating cost 6,344,195,298.75 5,700,714,055.07
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 24,845,304.83 23,582,922.84
Selling expenses 193,012,461.43 151,977,833.76
Management expenses 416,638,560.56 334,096,291.86
Financial expenses 111,801,208.77 120,850,845.04
Loss from depreciation of assets 116,423,625.78 23,403,016.12
53
上海氯碱化工股份有限公司 2013 年年度报告
Plus: Income from change of fair value (for loss filled in "
－")
Investment income (for loss filled in "－") 144,125,008.27 108,360,721.34
Incl.: Investment income from affiliated enterprises and
60,933,984.15 84,147,446.18
joint ventures
Exchange gain (for loss filled in "-")
3. Operating profit (for loss filled in "－") -88,579,797.32 94,619,406.41
Plus: Non-operating income 122,523,307.47 22,748,607.99
Less: Non-operating expenses 2,629,788.44 2,418,258.02
Incl.: Loss from disposal of non-current assets 239,846.23 1,649,789.84
4. Gross profit (for gross loss filled in "－") 31,313,721.71 114,949,756.38
Less: Income tax expenses 5,990,994.17 3,783,886.50
5. Net profit (net loss filled in "－") 25,322,727.54 111,165,869.88
Net profit attributed to parent company's owners 16,623,782.76 102,542,136.82
Minority's profit and loss 8,698,944.78 8,623,733.06
6. Earnings per share:
1) Basic earnings per share 0.0144 0.0887
2) Diluted earnings per share 0.0144 0.0887
7. Other composite income 1,412,650.24 -2,870,216.13
8. Total amount of composite income 26,735,377.78 108,295,653.75
Total composite income attributed to owners of parent
18,036,433.00 99,671,920.69
company
Total composite income attributed to minority shareholders 8,698,944.78 8,623,733.06
Legal representative: Mr. Li Jun Principal in charge of accounting: Mr. He Gang Head of
accounting dept.: Mr. Lai Yonghua
Income Statement of Parent Company
January to December, 2013
Unit: RMB
Item Current period Last period
1. Operating income 5,916,425,456.32 5,457,044,777.50
Less: Operating cost 5,388,806,879.89 4,906,634,638.45
Business tax and extra 21,475,479.12 19,607,926.66
Selling expenses 178,228,083.71 138,459,702.68
Management expenses 353,291,897.24 289,865,216.26
Financial expenses 108,695,503.06 117,198,038.40
Loss from depreciation of assets 116,003,101.01 25,231,062.07
Plus: Income from change of fair value (for loss filled in "
－")
Investment income (for loss filled in "－") 143,303,054.56 105,179,962.51
Incl.: Investment income from affiliated enterprises and
60,933,984.15 84,147,446.18
joint ventures
2. Operating profit（for loss filled in "－") -106,772,433.15 65,228,155.49
Plus: Non-operating income 118,197,625.26 10,292,645.26
Less: Non-operating expenses 1,974,977.39 1,567,456.00
Incl.: Loss from disposal of non-current assets 188,781.30 1,567,456.00
3. Gross profit (for total loss filled in "－") 9,450,214.72 73,953,344.75
Less: Income tax expenses
54
上海氯碱化工股份有限公司 2013 年年度报告
4. Net profit (for net loss filled in "－") 9,450,214.72 73,953,344.75
5. Earnings per share:
1) Basic earnings per share
2) Diluted earnings per share
6. Other composite income 29,497.44 -2,332,169.70
7. Total amount of composite income 9,479,712.16 71,621,175.05
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 to December, 2013
Unit: RMB
Item Current period Last period
1. Cash flow from operating activities:
Cash received from sale of goods and rendering of service 8,203,869,209.67 7,250,073,878.07
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
Net increase of loans from financial institutions
Net increase of fund for repurchase business
Tax rebates received 554,337.82 593,544.61
Other cash related to operating activities received 172,431,519.72 16,866,235.34
Subtotal of cash inflow from operating activities 8,376,855,067.21 7,267,533,658.02
Cash paid for purchase of goods and acceptance of service 6,795,220,824.04 5,833,765,627.79
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 479,462,908.17 383,243,316.16
Cash paid for taxes and surcharges 212,616,312.30 233,092,627.99
Other cash paid related to operating activities 309,528,632.68 173,123,255.94
Subtotal of cash outflow from operating activities 7,796,828,677.19 6,623,224,827.88
Net cash flow from operating activities 580,026,390.02 644,308,830.14
2. Cash flow from investment activities:
Cash received from disinvestment 307,808.78 34,981,500.97
Cash received from investment income 11,632,681.50 6,392,413.42
Net cash received from disposal of fixed assets, intangible
879,408.36 1,281,210.00
assets and other long-term assets
Net cash received from disposal of subsidiaries and other
100,455,646.23
business units
55
上海氯碱化工股份有限公司 2013 年年度报告
Other cash related to investment activities received 287,300.00
Subtotal of cash inflow from investment activities 113,562,844.87 42,655,124.39
Cash paid for purchase of fixed assets, intangible assets and
360,776,175.65 361,470,511.32
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 5,000.00
Subtotal of cash outflow from investment activities 360,781,175.65 375,395,665.25
Net cash flow from investment activities -247,218,330.78 -332,740,540.86
3. Cash flow from financing activities:
Cash received from capital contributions 100,000.00
Incl.: Cash received by subsidiaries from capital
contributions of minority shareholders
Cash received from loan 934,700,855.65 1,651,108,034.80
Cash received from issuing bonds
Other cash received related to financing activities
Subtotal of cash inflow from financing activities 934,800,855.65 1,651,108,034.80
Cash paid for debt settlement 1,153,805,075.14 1,768,372,959.66
Cash paid for distribution of dividend or profit or for
108,293,761.91 134,531,528.76
payment of interest
Incl.: Dividend and profit paid by subsidiaries to minority
shareholders
Other cash paid related to financing activities
Subtotal of cash outflow from financing activities 1,262,098,837.05 1,902,904,488.42
Net cash flow from financing activities -327,297,981.40 -251,796,453.62
4. Impact of change in exchange rate on cash and cash
-6,162,774.22 252,190.69
equivalents
5. Net increase in cash and cash equivalents -652,696.38 60,024,026.35
Plus: Beginning balance of cash and cash equivalents 573,937,087.33 513,913,060.98
6. Closing balance of cash and cash equivalents 573,284,390.95 573,937,087.33
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 to December, 2013
Unit: RMB
Item Current period Last period
1. Cash flow from operating activities:
Cash received from sale of goods and rendering of service 6,909,563,045.93 6,214,083,638.97
Tax rebates received
Other cash related to operating activities received 182,400,494.17 10,024,289.65
Subtotal of cash inflow from operating activities 7,091,963,540.10 6,224,107,928.62
Cash paid for purchase of goods and acceptance of service 5,694,920,028.38 4,985,860,307.02
Cash paid to or for employees 365,962,535.42 286,794,835.59
Cash paid for taxes and surcharges 176,779,177.89 191,802,939.45
Other cash paid related to operating activities 244,191,812.22 139,480,052.58
Subtotal of cash outflow from operating activities 6,481,853,553.91 5,603,938,134.64
Net cash flow from operating activities 610,109,986.19 620,169,793.98
56
上海氯碱化工股份有限公司 2013 年年度报告
2. Cash flow from investment activities:
Cash received from disinvestment 307,808.78 24,981,500.97
Cash received from investment income 11,679,367.61 6,292,808.87
Net cash received from disposal of fixed assets, intangible
122,298.35 3,020.00
assets and other long-term assets
Net cash received from disposal of subsidiaries and other
99,416,016.00
business units
Other cash related to investment activities received 287,300.00
Subtotal of cash inflow from investment activities 111,812,790.74 31,277,329.84
Cash paid for purchase of fixed assets, intangible assets and
352,867,211.32 349,489,911.11
other long-term assets
Cash paid for investment 21,000,000.00
Net cash paid for acquisition of subsidiaries and other
45,754,798.06
business units
Other cash paid related to investment activities 20,005,000.00
Subtotal of cash outflow from investment activities 393,872,211.32 395,244,709.17
Net cash flow from investment activities -282,059,420.58 -363,967,379.33
3. Cash flow from financing activities:
Cash received from capital contributions
Cash received from loan 808,350,855.65 1,541,258,034.80
Cash received from issuing bonds
Other cash received related to financing activities
Subtotal of cash inflow from financing activities 808,350,855.65 1,541,258,034.80
Cash paid for debt settlement 1,001,555,075.14 1,658,772,959.66
Cash paid for distribution of dividend or profit or for
103,365,742.92 113,293,288.65
payment of interest
Other cash paid related to financing activities
Subtotal of cash outflow from financing activities 1,104,920,818.06 1,772,066,248.31
Net cash flow from financing activities -296,569,962.41 -230,808,213.51
4. Impact of change in exchange rate on cash and cash
-5,953,739.96 232,706.20
equivalents
5. Net increase in cash and cash equivalents 25,526,863.24 25,626,907.34
Plus: Beginning balance of cash and cash equivalents 495,362,517.37 469,735,610.03
6. Closing balance of cash and cash equivalents 520,889,380.61 495,362,517.37
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 to December, 2013
Unit: RMB
Amount of current period
Owner's equity attributed to parent company
Item Paid-in capital Minority Total of owner's
Capital Specific Surplus Undistributed
(or share interest equity
reserves reserves reserves profit
capital)
1. Balance at end 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
last year
Plus: Change in
accounting policy
Correction of
errors in previous
period
57
上海氯碱化工股份有限公司 2013 年年度报告
Other
2. Balance at
beginning of the 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
year
3. Increase or
decrease of
current period 3,112,650.24 945,021.47 15,678,761.29 13,184,288.79 32,920,721.79
(for decrease
filled in "－")
1) Net profit 16,623,782.76 8,698,944.78 25,322,727.54
2) Other composite
1,412,650.24 1,412,650.24
income
Subtotal of above 1)
1,412,650.24 16,623,782.76 8,698,944.78 26,735,377.78
and 2)
3) Capital
contributed or
4,458,004.73 4,458,004.73
reduced by the
owner
(1) Capital
contributed by 4,458,004.73 4,458,004.73
the owner
(2) Payment for
shares attributed
into owner's
equity
(3) Other
4) Profit distribution 945,021.47 -945,021.47 27,339.28 27,339.28
(1) Appropriated
945,021.47 -945,021.47
surplus reserves
(2) Appropriated
provision for
normal risk
(3) Distribution to
owners (or 27,339.28 27,339.28
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
14,832,850.91 14,832,850.91
current period
(2) Used in current
14,832,850.91 14,832,850.91
period
7) Other 1,700,000.00 1,700,000.00
4. Closing balance
1,156,399,976.00 1,593,255,392.61 11,329,760.39 87,215,874.60 93,414,319.71 2,941,615,323.31
of current period
Unit: RMB
58
上海氯碱化工股份有限公司 2013 年年度报告
Amount at same period of last year
Owner's equity attributed to parent company
Item Total of owner's
Paid-in capital (or Undistributed Minority interest
Capital reserves Surplus reserves equity
share capital) profit
1. Balance at end 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
last year
Plus: Change in
accounting policy
Correction of errors
in previous period
Other
2. Balance at
beginning of the 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
3. Increase or decrease
of current period
-280,216.13 347,397.12 102,194,739.70 58,323,530.40 160,585,451.09
(for 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
(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
59
上海氯碱化工股份有限公司 2013 年年度报告
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
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 to December, 2013
Unit: RMB
Amount of current period
Item Paid-in capital (or Surplus Undistributed Total of owner's
Capital reserves Specific reserves
share capital) reserves profit equity
1. Balance at end of
1,156,399,976.00 1,597,355,411.76 10,384,738.92 3,126,574.04 2,767,266,700.72
last year
Plus: Change in
accounting policy
Correction of
errors in previous
period
Other
2. Balance at
beginning of the 1,156,399,976.00 1,597,355,411.76 10,384,738.92 3,126,574.04 2,767,266,700.72
year
3. Increase or
decrease of
current period 1,729,497.44 945,021.47 8,505,193.25 11,179,712.16
(for decrease
filled in "－")
1) Net profit 9,450,214.72 9,450,214.72
2) Other composite
29,497.44 29,497.44
income
Subtotal of above 1)
29,497.44 9,450,214.72 9,479,712.16
and 2)
3) Capital
contributed or
reduced by the
owner
(1) Capital
contributed by
the owner
(2) Payment for
shares attributed
into owner's
equity
(3) Other
4) Profit distribution 945,021.47 -945,021.47
(1) Appropriated
945,021.47 -945,021.47
surplus reserves
(2) Appropriated
provision for
normal risk
(3) Distribution to
owners (or
shareholders)
(4) Other
5) Internal transfer
of owner's equity
60
上海氯碱化工股份有限公司 2013 年年度报告
(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
14,832,850.91 14,832,850.91
current period
(2) Used in current
14,832,850.91 14,832,850.91
period
7) Other 1,700,000.00 1,700,000.00
4. Closing balance
1,156,399,976.00 1,599,084,909.20 11,329,760.39 11,631,767.29 2,778,446,412.88
of current period
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 1,597,097,581.46 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
1,156,399,976.00 1,597,097,581.46 10,037,341.80 -70,479,373.59 2,693,055,525.67
year
3. Increase or decrease of current
period (for decrease filled in " 257,830.30 347,397.12 73,605,947.63 74,211,175.05
－")
1) Net profit 73,953,344.75 73,953,344.75
2) Other composite income -2,332,169.70 -2,332,169.70
Subtotal of above 1) and 2) -2,332,169.70 73,953,344.75 71,621,175.05
3) Capital contributed or reduced
2,590,000.00 2,590,000.00
by the 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 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
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上海氯碱化工股份有限公司 2013 年年度报告
(4) Other
6) Special reserve
(1) Appropriated in current period
(2) Used in current period
7) Other
4. Closing balance of current
1,156,399,976.00 1,597,355,411.76 10,384,738.92 3,126,574.04 2,767,266,700.72
period
Legal representative: Mr. Li Jun Principal in charge of accounting: Mr. He Gang Head of accounting
dept.: Mr. Lai Yonghua
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上海氯碱化工股份有限公司 2013 年年度报告
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 21, 2014
63
