上海氯碱化工股份有限公司 2014 年半年度报告 Shanghai Chlor-Alkali Chemical Co., Ltd. 600618 2014 Interim Report August 22, 2O14 1 上海氯碱化工股份有限公司 2014 年半年度报告 Important Notice 1. The Board of Directors and the members, the Supervisory Committee and the members and the senior executives of the Company ensure that the content of this interim 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. The Company's interim financial report has not been audited. 4. Mr. Li Jun, principal of the Company, Mr. He Gang, principal in charge of accounting of the Company, and Mr. Lai Yonghua, head of accounting department (accounting officer) declare to guarantee the truth, accuracy and integrity of the financial report in this interim report. 5. 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 notice the investment risks. 6. Is there any non-operational fund occupation by the controlling shareholder or by the related parties? No 7. Is there any guarantee for outside entities in violation of the stipulated decision-making process? No 2 上海氯碱化工股份有限公司 2014 年半年度报告 Contents 1. Paraphrase ..................................................................................................................................... 4 3. Company Profile ........................................................................................................................... 5 3. Financial Highlights ...................................................................................................................... 6 4. The Report of the Board of Directors............................................................................................ 8 5. Major Events ............................................................................................................................... 16 6. Changes in Shareholding and Particulars of Shareholders .......................................................... 24 7. Particulars of Preference Share ................................................................................................... 26 8. Particulars of Directors, Supervisors and Senior Executives ...................................................... 27 9. Financial Report (unaudited)....................................................................................................... 28 10. Documents for Reference.......................................................................................................... 41 3 上海氯碱化工股份有限公司 2014 年半年度报告 1. Paraphrase 1. Paraphrase In this Report, except otherwise indicated, these words and expressions shall have the meanings as follows: Paraphrase for generally-used expressions CSRC means China Securities Regulatory Commission Shanghai Regulatory Bureau of China Securities SSRB means Regulatory Commission Huayi Group means Shanghai Huayi (Group) Company The Company, Company, or means Shanghai Chlor-Alkali Chemical Co., Ltd. Chlor-Alkali Chemical Molecular formula: NaOH; a strong soluble alkali. Sodium hydroxide is easy to be solved into water, has strong alkalinity, and can supply Na+ ion. These Sodium hydroxide means properties make it 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, Chlorine gas means pigment, bleaching 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 Paste resin means emulsion polymerization, 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 polymeric level such as plasma bag, Special resin means 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 CPVC means pipes with different caliber and the related fittings such as elbow and T-joint, the valve body and the wig. 4 上海氯碱化工股份有限公司 2014 年半年度报告 3. Company Profile 1. Company information Chinese name of the Company 上海氯碱化工股份有限公司 Short form 氯碱化工 English name of the Company SHANGHAI CHLOR-ALKALI CHEMICAL CO.,LTD. Abbreviation SCAC Legal representative of the Mr. Li Jun Company 2. Contact information Secretary of the Board of Directors Securities representative Name Xu Peiwen Shen Qinyi Contact address 4747 Longwu Rd., Shanghai 4747 Longwu Rd., Shanghai Tel. 021-64340601 021-64342640 Fax 021-64341341 021-64341438 E-mail shxpw@126.com shqy_0227@126.com 3. Change of basic information In the report period the Company did not have any change in its basic information. 4. Change in information disclosure and filing site In the report period the Company did not have any change in its information disclosure and filing site. 5. The Company's share The Company's share Stock exchange Type of share Share name Share code for 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 the Company's registration in the report period During the report period the Company did not have any change of registration. 5 上海氯碱化工股份有限公司 2014 年半年度报告 3. Financial Highlights 1. Main accounting data and financial indexes of the Company 1) Main accounting data Unit: RMB The report period Same period of last Increase or Main accounting data (January to June) year decrease (%) Operating income 2,999,608,615.72 3,154,708,285.63 -4.92 Net profit attributable to shareholders -49,319,177.83 4,005,046.69 -1,331.43 of the Company Net profit attributable to shareholders of the Company, after non-recurring -40,722,580.54 3,098,741.53 -1,414.17 profit or loss Net cash flow from operating activities -1,495,370.65 237,877,325.49 -100.63 End of the report Increase or End of last year period decrease (%) Net assets attributable to shareholders 2,793,548,270.65 2,848,201,003.60 -1.92 of the Company Total assets 6,047,039,868.77 5,992,581,029.65 0.91 Net assets per share attributable to 2.42 2.46 -1.92 shareholders of the Company 2) Main financial indexes The report period Same period Increase or Main financial indexes (January to June) of last year decrease (%) Basic earnings per share (RMB/share) -0.0426 0.0035 -1,317.14 Diluted earnings per share (RMB/share) -0.0426 0.0035 -1,317.14 Basic earnings per share after non-recurring -0.0352 0.0027 -1,403.70 profit and loss (RMB/share) Decrease by 1.89 Return on net assets, weighted average (%) -1.748 0.142 percentage points Return on net assets after non-recurring Decrease by 1.55 -1.444 0.109 profit and loss, weighted average (%) percentage points 2. Items of non-recurring profit or loss Unit: RMB Items of non-recurring profit or loss Amount Note (if apply) Profit or loss from disposal of non-current assets -13,897.00 Tax return and exemption approved by the Fund for support to the enterprise authority beyond its right, or without official 724,700.00 received approval file, or occasionally happened Government subsidy attributable to profit and loss of current period, except such government subsidy closely related to the Company's normal Subsidy for the project for 1,540,000.00 business operation, meeting the regulation of adjustment of industrial structure national policy and enjoyed constantly in certain quota or quantity according to a certain standard Other non-operating revenue and expenditure -73,266.82 other than above items Other profit or loss items meeting the definition -10,801,611.8 Compensation for disposing the 6 上海氯碱化工股份有限公司 2014 年半年度报告 of non-recurring profit and loss 0 employees due to production halt of the Company's important production unit F2 caused by the adjustment of industrial structure Impact of minority interests 193,387.38 Impact of income tax -165,909.05 Total -8,596,597.29 7 上海氯碱化工股份有限公司 2014 年半年度报告 4. The Report of the Board of Directors 1. Discussion and analysis of the Board of Directors on the operation status during the report period In the first half year of 2014, the domestic chlor-alkali industry was still in the period of adjustment and transformation. The enterprises were confronted with a complicated environment and the economical operation in this industry was in low status continuously. However, there were new chances of enterprise development in the fields such as energy-saving and consumption reducing, reorganization for optimization and industrial transformation and upgrading. In the first half year there were three features in the operation of the chlor-alkali industry. First is that the expanding of production capacity kept on reducing. The market of sodium hydroxide and PVC was very low, causing the decrease of the new production capacity and promoting the washout of backward production capacity. In the products, the Company mainly adopted substitute mode for the production capacity of sodium hydroxide, washing out the backward diaphragm alkali production unit. In the first half year for sodium hydroxide, it increased production capacity by 710,000 tons and washed out production capacity by 90,000 tons, actually increasing the production capacity by 620,000 tons. For PVC (including paste resin), it increased the production capacity by 300,000 tons, including 160,000 tons for SPVC, and washed out production capacity by 60,000 tons, actually increasing the production capacity by 100,000 tons. The net increasing of production capacity is not very big, making the development of the industry more reasonable. Second is that the low market for both chlor and alkali is more serious than before. The problem of over capacity cannot be solved in short period. and the continuous low demand for chlor-alkali products in the market was more pressing in the first half year. The low status of domestic real estate market directly makes the PVC tubing enterprises being operated under capacity, and the alumina industry, supporting the demand of sodium hydroxide in former years is also in low status. Due to such reasons, the price of sodium hydroxide and that of PVC are all at low position, the original mode of mutual support between PVC and sodium hydroxide cannot be realized now, and the profitability of the chlor-alkali industry has been weakened greatly. Third is that the export of sodium hydroxide has been reduced. In the first half year the Company totally exported the sodium hydroxide of 550,000 tons, decreasing by 20% than the same period of last year. The reducing of the export volume of sodium hydroxide has aggravated the pressure in domestic supply and demand market and the contradiction between supply and demand in domestic market, making the domestic market worse than before. Faced with the severe situation in production operation, the Company has unified the thoughts inside it, clarified the direction and implemented actively the strategy of "innovation, upgrading and transformation". Focusing on the important projects and the differentiation of traditional products, it promoted the adjustment of product structure with great efforts, realized the optimized upgrading of traditional industry through self innovation and application of new technology and new material, and strived to implement the strategy of "going out" to find the way for transformation and upgrading of its industrial chain with all efforts. Firstly, it has optimized its production and operation to reduce the loss as much as possible. Based on the actual conditions of its production and operation, it established the equilibration model of "ensuring the chlorine consumption of the downstream units in the Chemical Park, running well the sodium hydroxide unit, increasing the absorption of hydrogen chloride, using well the planned ethylene and controlling the production volume of the vinyl chloride and the subsequent PVC series products", adapting the market change rapidly and adjusting the load to reduce the loss as much as possible. Secondly, it adhered to the differentiated marketing to optimize the sales structure. Faced with the continuous low downstream demand and decreasing of the price of main products in the first half year, the Company established the working group of differentiated marketing to promote the work on differentiated marketing for its products, focus on high-end product market and 8 上海氯碱化工股份有限公司 2014 年半年度报告 optimize the product area structure and customer structure. Thirdly, it organized the overhaul carefully to ensure the stable operation of the units. For the arrangement on the general overhaul in the Chemical Park in the first half year, the Company made a reasonable adjustment, making its three factories in Chaojing and Wujing arrange overhaul in suitable time in March and April. Adhering to the principle of Safety First, the Company made preparing and organizing carefully and implemented the work earnestly, going all out to realize the object of "stopping well, repairing well and running well" for the units and setting solid foundation for stable running of the units in the second half-year. Fourthly, it strived to promote the construction of the important projects to get benefit as early as possible. The Company's important project low-temperature ethylene storage and transportation unit has entered the construction stage after completion of the detailed design and all the approval procedures. At present the construction for pile foundation, cofferdam and tank foundation of the tank field has been completed, and the construction for prefabrication of the tank deck and the underground pipe network has been completed basically. Fifthly, it strived to promote the self innovation. The Company concentrated the technical and marketing force to improve the quality of the new material, the resin of chlorinated polyvinyl chloride, and promote the application and get certain effect. For the project of 40,000 tons/year high performance chlorinated polyvinyl chloride (first phase of the 80,000 tons/year high performance chlorinated polyvinyl chloride), the preparing work has formally started and entered the period for preparing the report for environment evaluation, safety evaluation, health evaluation and energy evaluation. It strived to promote the implementation of industrialization for the chlorine making through catalytic oxidation of hydrogen chloride, and promote the preparing of the industrialization process package for 100,000 tons/year. Sixthly, it strived to implement the strategy of "going out". In the first half year the Company established the investment committee office to coordinate the optimization of the chlorine industrial chain and the research on the merger, investment and other cooperation chances with the vinyl derivative products. The Company strived to find the investment projects suitable to its long-term development and realize the extending of its industrial chain and the industrial transformation through periodic meeting, intelligence collection, business discussion, field survey and preparing of investigation report. In the first half year of 2014, although the Company adopts a series of work measures, it still got heavy loss in its production operation due to the influence of downturn in the chlor-alkali market. From January to June, the Company realized the operating income of RMB 2,999,000,000, a decrease of 4.92% than the same period of last year, the net profit attributable to shareholders of the Company of - RMB 49,319,200, a decrease of 1331.43% than the same period of last year, and the investment income of RMB 27,942,000, a decrease of 26.52% than the same period of last year. 1) Analysis on main business (1) Analysis on changes in relevant items of the financial statements Unit: RMB Same period of last Change Item Current period year ratio (%) Operating income 2,999,608,615.72 3,154,708,285.63 -4.92 Operating cost 2,735,822,866.52 2,869,885,871.18 -4.67 Selling cost 102,273,725.99 87,607,814.61 16.74 Management cost 173,299,334.53 159,383,395.85 8.73 Financial expenses 53,943,660.36 55,446,383.24 -2.71 Net cash flow from operating activities -1,495,370.65 237,877,325.49 -100.63 Net cash flow from investment activities -208,487,774.45 -196,987,958.40 Net cash flow from financing activities 78,874,216.29 -181,503,299.64 Expenditure on R&D 18,948,492.14 21,148,682.00 -10.40 Note: 9 上海氯碱化工股份有限公司 2014 年半年度报告 (a) Net cash flow from operating activities decreased greatly than the same period of last year, and this is mainly caused by the decrease of the sales income, slow return of the fund and the rising of the cost of raw material. (b) Net cash flow from financing increased greatly than the same period of last year, and this is mainly by the decrease of the debt refunded in the report period than the same period of last year. (2) Other a) Detailed explanation on significant changes of the profit structure or profit source of the Company Unit: RMB Item Jan.-June 2014 Jan.-June 2013 Increase or decrease than same period of last year (%) Selling cost 102,273,725.99 87,607,814.61 16.74 Investment income 27,942,000.31 38,024,926.29 -26.52 Operating profit -47,506,499.79 9,807,263.57 -584.40 Non-operating revenue 2,271,433.18 364,320.06 523.47 Gross profit -45,328,963.61 10,057,468.57 -550.70 Net profit -49,319,177.83 4,005,046.69 -1331.43 Minority interest 1,606,868.56 4,019,904.05 -60.03 income Note: (a) The increase of selling cost is mainly because the dock expansion project completed, the fixed assets transferred to the marketing department and the depreciation of fixed assets thus increased. (b) The decrease of the return on investment is mainly because the affiliated enterprises have reduced their profitability in current period. (c) The increase of the non-operating revenue is mainly caused by the increase of the subsidy due to adjustment of the industrial structure received in current period. (d) The decrease of the minority interest income is caused by the decrease of the profitability of the subsidiaries within the consolidation range. (e) The rising of the price of the raw material ethylene, big decrease of the gross profit of the leading product PVC, the decrease of the selling price of sodium hydroxide and other factors due to the influence of market factors, have caused the big decrease of the operating profit, gross profit and net profit than the same period of last year. b) Explanation on the progress of the operating plan In the first half year of 2014, the Company established the leading group and working group for the Five-year plan to prepare the Five-year plan (2015-2019) and design the Company's development blueprint. Starting from 2014, the Company will prepare the dynamic Five-year plan to promote the Company's development and accelerate the transformation of the Company's internationalization. The plan is a strong strategy forward looking and challengeable, following the objective laws and operable. The plan includes rich content, extensive range and strict, concrete and quantified indexes. The plan preparing has formally started since the end of March. In the first half year of 2014, faced with the economic situation and industrial situation at home and abroad, the Company strived to unite together and adopt many ways to overcome severe difficulties and reduce the loss as small as possible. Compared with the same period of last year, the Company's profitability in the first half year has decreased greatly. The main reasons are as follows: First is the over capacity of the industry and low demand in downstream have caused the continuous low product price. The low domestic demand and reduced export volume have made the decrease of both the price and the output of the sodium hydroxide. Compared with the same period of last year, this has influenced the amount over RMB 0.2 billion, having a strong impact 10 上海氯碱化工股份有限公司 2014 年半年度报告 on the Company's profitability. Second is the high cost of the raw material and rising price of energy have made great pressure on the production cost. The price of ethylene, main raw material in production of the Company, has always kept at high position. Since January 24, 2014, the price of the industrial electricity has increased by RMB 0.04 per kwh. These have caused the continuous rising of the Company's manufacturing cost. Third is the adjustment of the industrial structure in Wujing and stop of the production units have caused increase of the settlement allowance for the employees. Due to such reason, the Company's compensation cost for such employees in the first half year of 2014 is more than RMB 10,000,000, further influencing the Company's profitability. Four is there are many production halt and overhaul of the units with long time, and the fluctuation of operating rate in downstream has influenced the Company's benefit. During March and April of 2014, Huasheng and Tianyuan in the Chemical Park and the PVC plant in Wujing had successively entered the overhaul period. This overhaul has extensive range, short time, heavy mission, many special tasks and other difficulties, such as the production and overhaul should be made at the same time. However, the target and mission of the overhaul have been completed successfully with associated efforts of all related parties. This overhaul totally has 388 items with the troubleshooting time of one month, and this has brought certain impact on the Company's production and economic benefit. In June, the multiple unit failures in the downstream enterprises in the Chemical Park and the fluctuation of the operating rate have made impacts on the operating rate of Huasheng factory and also influenced the Company's whole benefit. In the second half-year of 2014, the Company will strive to control the loss of the production and operation, focus on the big projects such as the ethylene tank and high performance chlorinated polyvinyl chloride unit, make investment with physical assets, accelerate firmly the adjustment and transfer of Wujing area and the concentration and upgrading of the Chemical Park, implement firmly the strategy of "going out", enhance the level of internationalization and try to find new space for its sustainable development. Meanwhile, face with the big loss of PVC and the difficulties of oversupply in the second half-year, the Company will consider the overall halt plan for PVC units in Wujing to reduce the loss and speed up further the step of the adjustment in industrial structure in Wujing. 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 Increase or decrease Operating decrease of decrease of Sector Operating cost profit of gross profit rate income operating operating rate (%) (%) income (%) cost (%) Decrease by 2.46 Industry 2,721,147,679.07 2,494,920,413.02 8.31 10.10 13.13 percentage points Construct Increase by 4.30 15,970,188.07 13,885,064.84 13.06 23.10 17.30 percentage points ion Increase by 6.92 Trade 206,049,597.43 188,474,381.98 8.53 -67.08 -69.39 percentage points Decrease by 0.57 Subtotal 2,943,167,464.57 2,697,279,859.84 8.35 -5.38 -4.79 percentage points Main business by products Operating Gross Increase or Increase or Increase or decrease Product Operating cost income profit decrease of decrease of of gross profit rate 11 上海氯碱化工股份有限公司 2014 年半年度报告 rate (%) operating operating (%) income (%) cost (%) Decrease by 32.06 PVC 320,556,367.50 478,168,621.07 -49.17 -47.10 -32.62 percentage points Sodium Decrease by 2.64 658,763,551.24 498,769,608.57 24.29 -4.29 -0.82 percentage points hydroxide Chlorine Increase by 0.28 1,290,337,344.40 1,112,179,587.53 13.81 21.80 21.41 percentage point products Increase by 2.77 Other 673,510,201.43 608,162,042.67 9.70 -11.01 -13.66 percentage points Decrease by 0.57 Subtotal 2,943,167,464.57 2,697,279,859.84 8.35 -5.38 -4.79 percentage point Note: (a) The gross profit rate of PVC decreases than the same period of last year, and this is mainly caused by the rising of the raw material ethylene and the decrease of the product output. (2) Main business divided by area Unit: RMB Area Operating income Increase or decrease than previous year (%) China 2,793,026,269.53 -2.38 Other areas 150,141,195.04 -39.77 Total 2,943,167,464.57 -5.39 3) 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 50,519.40 44,785.20 5,734.20 12.80 Incl.: Long-term equity investment 21,498.37 18,764.17 2,734.20 14.57 measured with equity method Long-term equity investment 29,021.03 26,021.03 3,000.00 11.53 measured with cost method Analysis on reason for change of equity investment: (a) Long-term equity investment measured with equity method increased by 14.57% than beginning of the period, and this is mainly caused by the increase of long-term equity investment due to the investment income confirmed in current period. (b) Long-term equity investment measured with cost method increases by 11.53% than beginning of the period, and this is mainly caused by the increase of the investment in Shanghai Huayi Group Finance Co., Ltd. Information of invested companies Unit: RMB'0000 Ratio in the Name of the invested Investment equity of the Business nature Remark company cost invested company(%) Shanghai Huntsman Equity Refine of MDI and polymer 14,598.89 30 Polyurethane Co., Ltd. method Shanghai Lianheng Produce and sell the Cost 13,996.15 15 Isocyanic Ester Co., Ltd. chemicals related to raw MDI method Shanghai Huayi Tianyuan Cost Logistics 7,540.66 16.64 Chemical Logistics Co., Ltd. method 12 上海氯碱化工股份有限公司 2014 年半年度报告 Shanghai Huayi Group Cost Financial company 6,000.00 10 Finance Co., Ltd. method Suzhou Tianyuan Logistics Cost Logistics 134.09 13.5 Co., Ltd. method Beijing Yinzhao Information Consultation for information Cost 164.61 16 Technology Co., Ltd. technology method (a) Equity interest in other listed companies held Unit: RMB Change in Share Initial Closing balance owner's equity Bookkeeping Source of Share name code investment cost of book value during the report operation items share period Legal Salable financial 600636 3F 360,000.00 6,818,684.40 573,622.50 person assets share Legal Double Coin Salable financial 600623 690,000.00 1,615,900.00 206,635.00 person Share assets share S China Long-term Legal 600610 Textile 2,095,000.00 2,095,000.00 equity person Machinery investment share Long-term Legal S Shanghai 600688 900,000.00 900,000.00 equity person Petrochemical investment share Legal Salable financial 600637 BesTV 86,967.00 2,785,553.01 -322,212.74 person assets share Legal Haitai Salable financial 600082 20,000.00 182,000.00 -9,600.00 person Development assets share Total 4,151,967.00 14,397,137.41 448,444.76 / / (b) Equity of the financial firms held Bookkeeping Initial investment Closing balance of Source of Name of the firm operation amount (RMB) book value (RMB) share items Long-term Legal Shenyin & Wanguo 1,250,000 1,250,000.00 equity person Securities Co., Ltd. investment share Long-term Legal Bank of Shanghai Co., 150,000 7,307,758.85 equity person Ltd. investment share Total 1,400,000 8,557,758.85 / / (2) The entrusted financing by the non-financial firms and the investment in derivatives (a) Entrusted financing In this report period the Company had no entrusted financing. (b) Entrusted loan In the report period the Company had no entrusted loan. (c) Utilization of the raised fund 13 上海氯碱化工股份有限公司 2014 年半年度报告 During the report period the Company did not raise any capital or had raised capital left over from previous period used in this period. (3) Analysis on main subsidiaries and joint-stock companies (a) Operation status of the controlled companies Unit: RMB'0000 Registered Net Name of company Business nature Assets scale capital profit Shanghai Ruisheng Enterprises Trade 500 5,361.74 303.02 Co., Ltd. Shanghai Dakai Plastic Co., Plastic membrane and its 4,347.76 14,843.71 -311.56 Ltd. deep processing Shanghai Jinyuan Water Plant Tap water 900 1,270.11 86.64 Tap Water Co., Ltd. Maintenance and Shanghai Chlor-Alkali engineering construction of 3,000 3,026.88 25.01 Machinery Co., Ltd. petrochemical devices Shanghai Luwei Plastics Co., Production for CPVC tubing 5,000 4,196.08 -358.34 Ltd. and fittings Shanghai Tiantai Addition Produce antistatic agent and 3,300 20,068.08 518.80 Agent Co., Ltd. leveling agent (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 Main Main Main Business Net income from Name of company product or business business nature profit the joint stock service income profit company Production Chemical Shanghai Tiantai and sale of reagent and 11,932.14 2,645.50 518.80 228.27 Addition Agent Co., Ltd. chemical additive products Sales of Shanghai Ruisheng chemical raw Trade 6,526.67 751.46 303.02 303.02 Enterprises Co., Ltd. material and products Production Production Shanghai Luwei Plastics and sale of for CPVC 657.46 33.59 -358.34 -250.84 Co., Ltd. chemical tubing and products fittings Production Plastic Shanghai Dakai Plastic and sale of membrane 3,895.41 28.62 -311.56 280.40 Co., Ltd. chemical and its deep products processing Production Refine of Shanghai Huntsman and sale of MDI and 187,964.72 17,204.36 9,289.22 2,734.20 Polyurethane Co., Ltd. chemical polymer products (4) Projects with non-raised capital Unit: RMB'0000 14 上海氯碱化工股份有限公司 2014 年半年度报告 Investment Total Project amount in actual Project name Project progress Project income amount the report investment period amount Low temperature In the period for making ethylene Still under 23,845 the base plate of the 4594 5567 storage and construction storage tank transportation unit project 2. Proposal on profit distribution or on capital reserves transferred into share capital 1) Implementation or adjustment on the profit distribution plan in the report period On May 7, 2014 the Company convened 2013 annual shareholders' meeting, which examined and passed the Proposal on 2013 Profit Distribution. In this proposal, based on the Company's total share 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 to all the shareholders. 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. On June 13, 2014 the Company published an announcement on 2013 profit distribution in China Securities News, Shanghai Securities News, Securities Post, Hong Kong Commercial Daily and the website of Shanghai Stock Exchange, which specified June 18 as equity registration date for A share, June 23 as equity registration date for B share, June 19 as the ex-dividend date, June 19 as the date for distributing cash dividend of A share and July 2 as the date for distributing cash dividend of B share. 3. Other events disclosed 1) Forecast that the total net profit from beginning of the year to end of the next report period will possibly be of loss or greatly changed than the same period of last year and the explanation The net profit attributable to shareholders of the Company from January to September of 2013 was - RMB 39,770,000, and from January to June of 2014, - RMB 49,320,000. The price tendency of the Company's main products in the third quarter of 2014 will still not be too optimistic. Therefore, the net profit at end of next report period will still decrease greatly. 2) The explanation of the Board of Directors and the Supervisory Committee on the Non-standard Auditor's Report by public accounting firm √ Not applicable 15 上海氯碱化工股份有限公司 2014 年半年度报告 5. Major Events 1. Significant lawsuits, arbitrations and events generally questioned by the media In the report period the Company did not have any significant lawsuit, arbitration and event questioned by the media. 2. Events related to bankruptcy and reorganization In the report period the Company had no events related to bankruptcy and reorganization. 3. Assets transaction and business merger √ Not applicable 4. Equity incentive of the Company and the influences √ Not applicable 5. Significant related transactions 1) Related transactions in routine operation (1) The events disclosed in provisional announcement and having no subsequent implementing 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, China Securities News, Shanghai Huayi (Group) Company and Shanghai Huayi Group Finance Shanghai Securities News, Co., Ltd. signed a frame agreement on finance service of 3 parties, Securities Post and Hong Kong through which Shanghai Huayi (Group) Company shall make use of the Commercial Daily and the self advantage for short-term financing and bond issuing and Shanghai website of Shanghai Stock Huayi Group Finance Co., Ltd. shall provide the Company with finance Exchange: www.sse.com.cn on service as a non-banking financial institution to meet the Company's May 29, 2012. requirements for reducing financing cost in developing its business. The valid period of the agreement is 3 years. (2) Events not disclosed in provisional announcement Unit: RMB'0000 Ratio in total Pricing Content of Amount of amount of Related Related Type of related principle of related related transactions transaction party relation transaction related transaction transaction with same transaction type (%) Controlled Shanghai Wujing subsidiary Chemical Co., 763.24 0.38 of parent Ltd. company Controlled Shanghai subsidiary Settled as Carbonization Purchase Material 559.51 0.28 of parent per agreed Co., Ltd. goods purchase company price Shanghai Huayi Controlled Tianyuan subsidiary 43.37 0.02 Chemical Logistics of parent Co., Ltd. company Shanghai Controlled 70.97 0.04 16 上海氯碱化工股份有限公司 2014 年半年度报告 Xintianyuan subsidiary Chemical of parent Transport Co., company Ltd. Wholly Shanghai owned Chlor-Alkali subsidiary 301.40 0.15 Creation Co., Ltd. of parent company Wholly Shanghai Huayi owned Group Equipment subsidiary 88.36 0.04 Engineering Co., of parent Ltd. company Wholly Shanghai owned Chemical Supply subsidiary 16.98 0.01 and Marketing of parent Co., Ltd. company Wholly Shanghai Huayi owned New Energy subsidiary 783.76 0.39 Chemical Sales of parent Co., Ltd. company Shanghai Huayi Controlled Information subsidiary 4.52 0.00 Technology Co., of parent Ltd. company Wholly Shanghai Huayi owned Group Huayuan subsidiary 3.02 0.00 Chemical Co., Ltd. of parent company Wholly Shanghai Chemical owned Industry Pressure Vessel Inspection Co., subsidiary 131.56 0.07 Ltd. of parent company Shanghai Huayi Controlled Tianyuan subsidiary 1,296.41 0.65 Chemical Logistics of parent Co., Ltd. company Receive Receive Shanghai labour labour Controlled Xintianyuan service service subsidiary Chemical 208.44 0.10 of parent Transport Co., company Ltd. Wholly Shanghai owned Chlor-Alkali subsidiary 1,124.34 0.56 Creation Co., Ltd. of parent company 17 上海氯碱化工股份有限公司 2014 年半年度报告 Wholly Shanghai Huayi owned Engineering Co., subsidiary 401.97 0.20 Ltd. of parent company Shanghai Huayi Controlled Information subsidiary 118.94 0.06 Technology Co., of parent Ltd. company Controlled Shanghai subsidiary Carbonization 246.95 0.08 of parent Co., Ltd. company Wholly Shanghai Huayi owned Group Huayuan subsidiary 52.48 0.02 Chemical Co., Ltd. of parent company Controlled Shanghai 3F New subsidiary 2,348.24 0.78 Materials Co., Ltd. of parent company Shanghai Huayi Controlled Tianyuan subsidiary 118.50 0.04 Chemical Logistics of parent Co., Ltd. company Wholly Shanghai owned Chlor-Alkali subsidiary 28.80 0.01 Sell Creation Co., Ltd. of parent Sell goods commodities company Wholly Shanghai Tianyuan owned Group Shengde subsidiary 1,264.53 0.42 Plastic Co., Ltd. of parent company Wholly owned Shanghai Resin subsidiary 23.59 0.01 Factory Co., Ltd. of parent company Controlled Shanghai Huayi subsidiary Acrylic Acid Co., 159.97 0.05 of parent Ltd. company Wholly Shanghai owned Chemical Supply subsidiary 194.48 0.06 and Marketing of parent Co., Ltd. company Shanghai Huayi Controlled Rendering of Rendering 723.50 0.24 Tianyuan subsidiary service of service 18 上海氯碱化工股份有限公司 2014 年半年度报告 Chemical Logistics of parent Co., Ltd. company Wholly owned Shanghai Huayi subsidiary 9.43 0.00 Polymer Co., Ltd. of parent company Wholly Shanghai Huayi owned Engineering Co., subsidiary 11.68 0.00 Ltd. of parent company Wholly Shanghai Tianyuan owned Group Shengde subsidiary 411.61 0.14 Plastic Co., Ltd. of parent company Total / 11,510.55 4.80 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, this makes no impacts on the Company's independence, and they will continue to exist afterwards. In 2014 the total amount of the routine related transactions is estimated to be RMB 395,767,200, in which the related transactions with the amount of RMB 259,617,200 have been examined and passed by the 2012 annual shareholders' meeting, the related transactions with the amount of RMB 130,000,000 have been got through open bidding and announced to the public, and the total amount of the routine related transaction increased in 2014 is estimated to be RMB 6,150,000, examined and approved by the united financial signing. The Company made announcement in the website of Shanghai Stock Exchange and China Securities News, Shanghai Securities News, Securities Post and Hong Kong Commercial Daily on March 21, 2014. The actual amount of the routine related transaction in the first half year of 2014 is RMB 115,105,500, within the estimated range. 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 Purchase of the Construction in Progress of D4-2 Land Lot of Shanghai Paint Co., Ltd. As evaluated by Shanghai Dongzhou Assets Appraisal Co., Ltd., this asset should have the book value of RMB 141,910,000 and evaluated value of RMB 108,419,900. On May 28, 2014 the Company and Shanghai Paint Co., Ltd. signed the transfer agreement with the evaluated value of RMB 108,419,900. According to the agreement, the purchase fund shall be paid in three in three installments, i.e., paid within five working days respectively after signing of the transfer agreement, formally acceptance of the application for the asset transfer and obtaining of the property right certificate. In the report period the Company paid the first fund of RMB 34,189,200 for the purchase. At present the Paint Company is just handling the procedure for paying the related tax. 3) Significant related transactions for joint investment (1) The events disclosed in provisional announcement and having subsequent implementation progress 19 上海氯碱化工股份有限公司 2014 年半年度报告 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 Joint Capital Increase with the Related Party in Shanghai Huayi Group Finance Co., Ltd. The motion agreed that Shanghai Huayi Group Finance Co., Ltd. increased the registered capital by RMB 0.3 billion, and the shareholders shall make the capital increase with cash in the share holding ratio. The Company shall make capital increase of RMB 30,000,000 according to its shareholding ratio. On March 19, 2014, the Company made financial contribution of RMB 30,000,000 to complete this capital increase. 4) Related creditor's rights and debts (1) Events not disclosed in the provisional announcement Unit: RMB'0000 Related parties provide fund to the Provide fund to related parties Related listed Company Related party relation Beginning Closing Beginning Closing Amount Amount balance balance balance balance Wholly Shanghai Tianyuan owned Group Shengde subsidiary of 804.04 390.30 1,194.34 Plastic Co., Ltd. parent company Controlled Shanghai subsidiary of Carbonization Co., 120.61 -9.04 111.57 parent Ltd. company Controlled Shanghai 3F New subsidiary of 12.14 861.89 874.03 Materials Co., Ltd. parent company Wholly Shanghai Huayi owned Engineering Co., subsidiary of 6,645.42 1,528.81 8,174.23 1.51 5.51 7.02 Ltd. parent company Shanghai Huntsman Affiliated 12.78 -12.78 0 Polyurethane Co., company Ltd. Controlled Shanghai Peony subsidiary of Printing Ink Co., 0.44 -0.44 0 parent Ltd. company Controlled Shanghai Huayi subsidiary of Tianyuan Chemical 0.45 218.82 219.27 parent Logistics Co., Ltd. company Wholly owned Shanghai Resin subsidiary of 2.29 0.04 2.33 Factory Co., Ltd. parent company Shanghai Paint Co., Wholly 0.47 3,418.92 3,419.39 20 上海氯碱化工股份有限公司 2014 年半年度报告 Ltd. owned subsidiary of parent company Wholly Shanghai owned Chlor-Alkali subsidiary of 0 6.28 6.28 Creation Co., Ltd. parent company Controlled Shanghai Huayi subsidiary of Acrylic Acid Co., 0 70.46 70.46 parent Ltd. company Wholly Shanghai Huayi owned New Energy subsidiary of 0.03 -0.03 0 Chemical Sales parent Co., Ltd. company Wholly Shanghai Huayi owned Group Huayuan subsidiary of 0 3.53 3.53 Chemical Co., parent Ltd. company Wholly Shanghai Chemical owned Industry Pressure subsidiary of 10.52 72.66 83.18 Vessel Inspection parent Co., Ltd. company Wholly Shanghai owned Chlor-Alkali subsidiary of 6.69 27.55 34.24 Creation Co., Ltd. parent company Shanghai Controlled Xintianyuan subsidiary of 0.96 31.92 32.88 Chemical Transport parent Co., Ltd. company Shanghai Huayi Controlling 157,661.84 -19.80 157,642.04 (Group) Company shareholder Shanghai Huayi Controlled Group Construction subsidiary of 2.85 -2.85 0 Cost Consultation parent Co., Ltd. company Wholly Shanghai Huayi owned Group Finance Co., subsidiary of 0 23.89 23.89 Ltd. parent company Wholly Shanghai Chemical owned Supply and 25.3 -4.94 20.36 subsidiary of Marketing Co., Ltd. parent 21 上海氯碱化工股份有限公司 2014 年半年度报告 company Shanghai Huayi Controlled Information subsidiary of 0 1.15 1.15 Technology Co., parent Ltd. company Total 7,598.67 6,476.76 14,075.43 157,709.67 135.09 157,844.76 During the report period the amount of the fund supplied by the Company to its 64,767,600 controlling shareholder and subsidiaries (RMB) Balance of the fund supplied by the Company to its controlling shareholder and subsidiaries 140,754,300 (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 No influence on the Company's operating results and to the Company's operation results and financial status financial status 6. Important contracts and the implementation 1) Trusteeship, contracting and leasing (1) Trusteeship In the report period the Company had no trusteeship. (2) Contracting In the report period the Company had no contracting. (3) Leasehold Unit: RMB'0000 Basis for Amount Beginning Income deciding Related Leased related to End date of Related Lessor Lessee date of on the transaction assets leased leasing relation leasing leasing income on or not asset leasing Shanghai Shanghai Huayi Settled Controlled Chlor-Alkali Tianyuan Fixed as per subsidiary 2,956.11 09/01/2013 08/31/2014 524.70 Yes Chemical Chemical assets agreed of parent Co., Ltd. Logistics price company Co., Ltd. Shanghai Wholly Shanghai Tianyuan Settled owned Chlor-Alkali Group Fixed as per 739.97 01/01/2014 12/31/2014 411.61 Yes subsidiary Chemical Shengde assets agreed of parent Co., Ltd. Plastic Co., price company Ltd. 2) Particulars of guarantee √ Not applicable 3) Other significant contracts or transactions In the report period the Company did not have any other important contract or transaction. 7. Fulfillment of commitments √Not applicable 22 上海氯碱化工股份有限公司 2014 年半年度报告 8. Punishment to the listed Company and its Directors, Supervisors, senior executives, shareholders with 5% or higher equity interest, actual controller and purchaser and the correction status In the report period 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. 23 上海氯碱化工股份有限公司 2014 年半年度报告 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 During the report period the Company did not have any change in the total number of shares and the structure of the share capital. 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. Information of shareholders 1) Total number of shareholders and the top 10 shareholders holding more than 5% of the Company's total share capital at end of the report period Unit: Share Number of shareholders at end 107,287, including 45,372 holders of A share and 61,915 holders of B share of the report period Top 10 shareholders Increase Shares or with Shares Nature of Shareholding Shares decrease limited Name of shareholder pledged or shareholder ratio (%) held in the sales frozen report conditions period held Shanghai Huayi (Group) State-owned 50.29 581,592,347 0 0 None Company SCBHK A/C BBH S/A VANGUARD EMERGING Overseas 0.75 8,649,032 0 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 VANGUARD TOTAL Overseas INTERNATIONAL STOCK 0.20 2,261,300 421,100 0 None legal person INDEX FUND Shanghai Huayi Group State-owned 0.16 1,848,100 0 0 None Investment Co., Ltd. legal person Domestic Chen Cailin 0.12 1,399,248 0 0 None natural person Customer credit trading guarantee securities account of Other 0.11 1,230,248 1,230,248 0 None Anxin Securities Co., Ltd. CB LONDON A/C LEGAL AND GENERAL Overseas 0.10 1,200,450 100,000 0 None ASSURANCE (PENSIONS legal person MANAGEMENT) LTD Zhongrun Economic State-owned 0.10 1,133,000 0 0 None Development Co., Ltd. legal person Customer credit trading Other 0.10 1,105,769 985,867 0 None 24 上海氯碱化工股份有限公司 2014 年半年度报告 guarantee securities account of Haitong Securities Co., Ltd. Top 10 shareholders with no limited sales condition Shares with no limited Name of shareholder Type of share sales condition held Renminbi ordinary Shanghai Huayi (Group) Company 581,592,347 share SCBHK A/C BBH S/A VANGUARD EMERGING Domestic listed 8,649,032 MARKETS STOCK INDEX FUND foreign capital share Renminbi ordinary Bank of China Wuxi Branch 2,605,981 share VANGUARD TOTAL INTERNATIONAL STOCK INDEX Domestic listed 2,261,300 FUND foreign capital share Renminbi ordinary Shanghai Huayi Group Investment Co., Ltd. 1,848,100 share Domestic listed Chen Cailin 1,399,248 foreign capital share Customer credit trading guarantee securities account of Anxin Renminbi ordinary 1,230,248 Securities Co., Ltd. share CB LONDON A/C LEGAL AND GENERAL ASSURANCE Domestic listed 1,200,450 (PENSIONS MANAGEMENT) LTD foreign capital share Renminbi ordinary Zhongrun Economic Development Co., Ltd. 1,133,000 share Customer credit trading guarantee securities account of Renminbi ordinary 1,105,769 Haitong Securities Co., Ltd. share Since January 12, 2009 the Company's shares have been tradable in full, and it now has no shareholder with limited sales condition. Among above shareholders, Remark on related relations Shanghai Huayi Group Investment Co., Ltd. is a subsidiary wholly-owned or concerted actions Shanghai Huayi (Group) Company and have a related relation mutually. Except between above that, the Company have not learned whether the related relation is existing between shareholders the other 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". 3. Change of the controlling shareholder or actual controller During the report period the Company's controlling shareholder or actual controller were not changed. 25 上海氯碱化工股份有限公司 2014 年半年度报告 7. Particulars of Preference Share In the report period the Company had no preference share. 26 上海氯碱化工股份有限公司 2014 年半年度报告 8. Particulars of Directors, Supervisors and Senior Executives 1. Change of shareholding 1) Change of the Directors, Supervisors and Senior Executives currently holding the post and leaving the post during the report period There is no change in shareholding of Directors, Supervisors and senior executives of the Company during the report period. 2. Change of Directors, Supervisors and senior executives During the report period the Company did not have any change of the Directors, Supervisors and senior executives. 27 上海氯碱化工股份有限公司 2014 年半年度报告 9. Financial Report (unaudited) 1. Financial statements Consolidated Balance Sheet June 30, 2014 Prepared by: Shanghai Chlor-Alkali Chemical Co., Ltd. Unit: RMB Item Closing balance Beginning balance Current assets: Monetary fund 442,262,785.02 573,468,453.52 Settlement reserves Loans to other bank Transactional financial assets Notes receivable 352,334,665.65 378,074,710.56 Accounts receivable 335,733,881.39 219,585,380.39 Advance payment 264,879,481.56 230,394,610.83 Premium receivable Reinsurance accounts receivable Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 36,564,324.29 1,481,952.65 Financial assets purchased under agreement to resell Inventories 490,416,052.46 390,476,527.64 Non-current assets due in one year Other current assets Subtotal of current assets 1,922,191,190.37 1,793,481,635.59 Non-current assets: Disbursement of entrusted loans and advances Salable financial assets 11,402,137.41 10,926,604.39 Held-to-maturity investments Long-term receivables Long-term equity investment 505,194,026.64 447,852,026.33 Investment real estate Fixed assets 3,094,292,338.46 3,313,496,420.90 Construction in progress 223,704,696.08 142,900,085.66 Engineering material 3,706,202.30 1,914,050.52 Disposal of fixed assets 509,074.80 Productive biological assets Oil gas assets Intangible assets 249,022,804.86 255,416,359.06 Development expenditure 16,527,167.28 8,805,094.96 Goodwill Long-term prepaid expenses 19,444,638.22 16,776,930.53 Deferred income tax assets 1,011,821.71 1,011,821.71 Other non-current assets 33,770.64 Subtotal of non-current assets 4,124,848,678.40 4,199,099,394.06 Total of assets 6,047,039,868.77 5,992,581,029.65 28 上海氯碱化工股份有限公司 2014 年半年度报告 Current liabilities: Short-term loan 550,700,000.00 422,800,855.65 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 469,781,427.26 372,058,908.94 Advance receipts 310,613,317.96 331,371,643.21 Financial assets sold for repurchase Handling charges and commission payable Staff salary payable 3,354,713.38 947,961.82 Tax payable 16,812,796.23 62,085,362.46 Interest payable 3,209,455.56 3,231,705.95 Dividend payable 2,990,780.97 2,907,553.75 Other payables 741,204,284.33 806,835,168.66 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 2,098,666,775.69 2,002,239,160.44 Non-current liabilities: Long-term loan Bonds payable Long-term payables 950,000,000.00 950,000,000.00 Special payables 107,050,000.00 96,000,000.00 Estimated liabilities Liabilities for deferred income tax 1,822,834.16 1,795,745.90 Other non-current liabilities 930,800.00 930,800.00 Subtotal of non-current liabilities 1,059,803,634.16 1,048,726,545.90 Subtotal of liabilities 3,158,470,409.85 3,050,965,706.34 Owner's equity (or shareholders' equity): Paid-in capital (or share capital) 1,156,399,976.00 1,156,399,976.00 Capital reserves 1,593,703,837.37 1,593,255,392.61 Less: Treasury stock Special reserve Surplus reserves 11,329,760.39 11,329,760.39 Provision for normal risk Undistributed profit 32,114,696.89 87,215,874.60 Converted difference in foreign currency statements Owner's equity attributed to parent company 2,793,548,270.65 2,848,201,003.60 Minority interest 95,021,188.27 93,414,319.71 Total of owner's equity 2,888,569,458.92 2,941,615,323.31 Total of liabilities and owner's equity 6,047,039,868.77 5,992,581,029.65 Legal representative: Mr. Li Jun Principal in charge of accounting: Mr. He Gang Head of accounting dept.: Mr. Lai Yonghua Balance Sheet of Parent Company 29 上海氯碱化工股份有限公司 2014 年半年度报告 June 30, 2014 Prepared by: Shanghai Chlor-Alkali Chemical Co., Ltd. Unit: RMB Item Closing balance Beginning balance Current assets: Monetary fund 388,610,727.49 520,889,380.61 Transactional financial assets Notes receivable 340,899,314.51 359,331,691.41 Accounts receivable 253,878,403.17 172,900,894.31 Advance payment 271,084,724.39 223,657,620.42 Interest receivable Dividend receivable Other receivables 35,743,118.92 1,146,309.00 Inventories 416,554,470.30 318,452,938.40 Non-current assets due in one year Other current assets 20,000,000.00 20,000,000.00 Subtotal of current assets 1,726,770,758.78 1,616,378,834.15 Non-current assets: Salable financial assets 8,434,584.40 7,516,634.40 Held-to-maturity investments Long-term receivables Long-term equity investment 681,200,686.47 623,858,686.16 Investment real estate Fixed assets 2,937,970,062.88 3,147,708,955.11 Construction in progress 211,320,408.46 136,595,991.98 Engineering material 3,706,202.30 1,914,050.52 Disposal of fixed assets 507,596.30 Productive biological assets Oil gas assets Intangible assets 201,450,550.13 205,724,769.34 Development expenditure 16,527,167.28 8,805,094.96 Goodwill Long-term prepaid expenses 18,624,234.60 15,829,943.15 Deferred income tax assets Other non-current assets 33,770.64 Subtotal of non-current assets 4,079,775,263.46 4,147,954,125.62 Total of assets 5,806,546,022.24 5,764,332,959.77 Current liabilities: Short-term loan 492,500,000.00 368,350,855.65 Transactional financial liabilities Notes payable Accounts payable 433,250,056.24 348,490,583.44 Advance receipts 306,318,546.50 323,823,687.69 Staff salary payable 343,078.76 Tax payable 13,817,600.75 58,852,446.65 Interest payable 3,209,455.56 3,231,705.95 Dividend payable 1,455,904.12 1,372,676.90 Other payables 769,280,823.71 833,863,795.45 Non-current liabilities due in one year Other current liabilities 30 上海氯碱化工股份有限公司 2014 年半年度报告 Subtotal of current liabilities 2,020,175,465.64 1,937,985,751.73 Non-current liabilities: Long-term loan Bonds payable Long-term payables 950,000,000.00 950,000,000.00 Special payables 107,050,000.00 96,000,000.00 Estimated liabilities Liabilities for deferred income tax 1,107,687.66 969,995.16 Other non-current liabilities 930,800.00 930,800.00 Subtotal of non-current liabilities 1,059,088,487.66 1,047,900,795.16 Subtotal of liabilities 3,079,263,953.30 2,985,886,546.89 Owner's equity (or shareholders' equity): Paid-in capital (or share capital) 1,156,399,976.00 1,156,399,976.00 Capital reserves 1,599,865,166.70 1,599,084,909.20 Less: Treasury stock Special reserve Surplus reserves 11,329,760.39 11,329,760.39 Provision for normal risk Undistributed profit -40,312,834.15 11,631,767.29 Subtotal of owner's equity (or shareholders' equity) 2,727,282,068.94 2,778,446,412.88 Total of liabilities and owner's equity (or shareholders' 5,806,546,022.24 5,764,332,959.77 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 June 2014 Unit: RMB Amount of Amount of Item current period previous period 1. Gross operating income 2,999,608,615.72 3,154,708,285.63 Incl.: Operating income 2,999,608,615.72 3,154,708,285.63 Interest income Earned premium Income from handling charges and commissions 2. Gross operating cost 3,075,057,115.82 3,182,925,948.35 Incl.: Operating cost 2,735,822,866.52 2,869,885,871.18 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 9,717,528.42 10,602,483.47 Selling expenses 102,273,725.99 87,607,814.61 Management expenses 173,299,334.53 159,383,395.85 Financial expenses 53,943,660.36 55,446,383.24 Loss from depreciation of assets 31 上海氯碱化工股份有限公司 2014 年半年度报告 Plus: Income from change of fair value (for loss filled in " -") Investment income (for loss filled in "-") 27,942,000.31 38,024,926.29 Incl.: Investment income from affiliated enterprises and 27,342,000.31 37,076,163.44 joint ventures Exchange gain (for loss filled in "-") 3. Operating profit (for loss filled in "-") -47,506,499.79 9,807,263.57 Plus: Non-operating income 2,271,433.18 364,320.06 Less: Non-operating expenses 93,897.00 114,115.06 Incl.: Loss from disposal of non-current assets 13,897.00 4. Gross profit (for gross loss filled in "-") -45,328,963.61 10,057,468.57 Less: Income tax expenses 2,383,345.66 2,032,517.83 5. Net profit (net loss filled in "-") -47,712,309.27 8,024,950.74 Net profit attributed to parent company's owners -49,319,177.83 4,005,046.69 Minority's profit and loss 1,606,868.56 4,019,904.05 6. Earnings per share: 1) Basic earnings per share -0.0426 0.0035 2) Diluted earnings per share -0.0426 0.0035 7. Other composite income 448,444.76 -625,822.39 8. Total amount of composite income -47,263,864.51 7,399,128.35 Total composite income attributed to owners of parent -48,870,733.07 3,379,224.30 company Total composite income attributed to minority shareholders 1,606,868.56 4,019,904.05 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 June 2014 Unit: RMB Amount of Amount of Item current period previous period 1. Operating income 2,779,815,871.93 2,663,293,798.77 Less: Operating cost 2,560,194,870.83 2,431,190,571.71 Business tax and extra 8,102,116.01 8,778,233.13 Selling expenses 93,762,818.29 80,626,215.44 Management expenses 141,008,324.99 128,757,453.02 Financial expenses 52,312,343.68 53,541,847.21 Loss from depreciation of assets Plus: Income from change of fair value (for loss filled in "-") Investment income (for loss filled in "-") 27,942,000.31 37,689,412.51 Incl.: Investment income from affiliated enterprises and joint 27,342,000.31 37,076,163.44 ventures 2. Operating profit(for loss filled in "-") -47,622,601.56 -1,911,109.23 Plus: Non-operating income 1,540,000.00 123,379.33 Less: Non-operating expenses 80,000.00 3,500.00 Incl.: Loss from disposal of non-current assets 3. Gross profit (for total loss filled in "-") -46,162,601.56 -1,791,229.90 Less: Income tax expenses 0.00 0.00 32 上海氯碱化工股份有限公司 2014 年半年度报告 4. Net profit (for net loss filled in "-") -46,162,601.56 -1,791,229.90 5. Earnings per share: 1) Basic earnings per share 2) Diluted earnings per share 6. Other composite income 780,257.50 -1,394,204.68 7. Total amount of composite income -45,382,344.06 -3,185,434.58 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 June 2014 Unit: RMB Amount of Amount of Item current period previous period 1. Cash flow from operating activities: Cash received from sale of goods and rendering of service 3,220,478,350.38 3,525,894,592.01 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 174,418.82 474,830.47 Other cash related to operating activities received 28,038,079.06 35,756,278.21 Subtotal of cash inflow from operating activities 3,248,690,848.26 3,562,125,700.69 Cash paid for purchase of goods and acceptance of service 2,830,452,562.49 2,861,818,951.69 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 165,641,377.26 241,884,852.46 Cash paid for taxes and surcharges 162,008,806.77 122,996,278.85 Other cash paid related to operating activities 92,083,472.39 97,548,292.20 Subtotal of cash outflow from operating activities 3,250,186,218.91 3,324,248,375.20 Net cash flow from operating activities -1,495,370.65 237,877,325.49 2. Cash flow from investment activities: Cash received from disinvestment 307,808.78 Cash received from investment income 600,000.00 59,386.80 Net cash received from disposal of fixed assets, intangible 13,000.00 14,294.50 assets and other long-term assets Net cash received from disposal of subsidiaries and other 2,545,251.72 business units Other cash related to investment activities received 23,300.00 Subtotal of cash inflow from investment activities 613,000.00 2,950,041.80 Cash paid for purchase of fixed assets, intangible assets and 179,100,774.45 199,933,000.20 33 上海氯碱化工股份有限公司 2014 年半年度报告 other long-term assets Cash paid for investment 30,000,000.00 Net increase of pledge loan Net cash paid for acquisition of subsidiaries and other business units Other cash paid related to investment activities 5,000.00 Subtotal of cash outflow from investment activities 209,100,774.45 199,938,000.20 Net cash flow from investment activities -208,487,774.45 -196,987,958.40 3. Cash flow from financing activities: Cash received from capital contributions 100,000.00 Incl.: Cash received by subsidiaries from capital contributions 100,000.00 of minority shareholders Cash received from loan 542,150,000.00 498,650,000.00 Cash received from issuing bonds Other cash received related to financing activities 11,050,000.00 170.39 Subtotal of cash inflow from financing activities 553,200,000.00 498,750,170.39 Cash paid for debt settlement 414,250,855.65 625,705,075.14 Cash paid for distribution of dividend or profit or for payment 60,074,928.06 54,545,214.89 of interest Incl.: Dividend and profit paid by subsidiaries to minority 27,339.28 shareholders Other cash paid related to financing activities 3,180.00 Subtotal of cash outflow from financing activities 474,325,783.71 680,253,470.03 Net cash flow from financing activities 78,874,216.29 -181,503,299.64 4. Impact of change in exchange rate on cash and cash -96,739.69 -3,300,784.66 equivalents 5. Net increase in cash and cash equivalents -131,205,668.50 -143,914,717.21 Plus: Beginning balance of cash and cash equivalents 573,468,453.52 573,937,087.33 6. Closing balance of cash and cash equivalents 442,262,785.02 430,022,370.12 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 June 2014 Unit: RMB Amount of Amount of Item current period previous period 1. Cash flow from operating activities: Cash received from sale of goods and rendering of service 3,019,013,849.03 3,089,841,788.00 Tax rebates received Other cash related to operating activities received 27,450,112.43 32,704,326.06 Subtotal of cash inflow from operating activities 3,046,463,961.46 3,122,546,114.06 Cash paid for purchase of goods and acceptance of service 2,701,488,144.39 2,535,298,831.39 Cash paid to or for employees 121,785,570.89 175,743,794.82 Cash paid for taxes and surcharges 145,500,982.90 104,498,658.54 Other cash paid related to operating activities 83,444,667.33 60,007,713.18 Subtotal of cash outflow from operating activities 3,052,219,365.51 2,875,548,997.93 Net cash flow from operating activities -5,755,404.05 246,997,116.13 2. Cash flow from investment activities: Cash received from disinvestment 307,808.78 Cash received from investment income 600,000.00 305,440.29 34 上海氯碱化工股份有限公司 2014 年半年度报告 Net cash received from disposal of fixed assets, intangible 1,294.50 assets and other long-term assets Net cash received from disposal of subsidiaries and other business units Other cash related to investment activities received 23,300.00 Subtotal of cash inflow from investment activities 600,000.00 637,843.57 Cash paid for purchase of fixed assets, intangible assets and 173,186,509.08 191,957,659.97 other long-term assets Cash paid for investment 30,000,000.00 21,000,000.00 Net cash paid for acquisition of subsidiaries and other business units Other cash paid related to investment activities 5,000.00 Subtotal of cash outflow from investment activities 203,186,509.08 212,962,659.97 Net cash flow from investment activities -202,586,509.08 -212,324,816.40 3. Cash flow from financing activities: Cash received from capital contributions Cash received from loan 486,500,000.00 440,000,000.00 Cash received from issuing bonds Other cash received related to financing activities 11,050,000.00 Subtotal of cash inflow from financing activities 497,550,000.00 440,000,000.00 Cash paid for debt settlement 362,350,855.65 555,505,075.14 Cash paid for distribution of dividend or profit or for payment 59,039,144.65 51,794,489.74 of interest Other cash paid related to financing activities Subtotal of cash outflow from financing activities 421,390,000.30 607,299,564.88 Net cash flow from financing activities 76,159,999.70 -167,299,564.88 4. Impact of change in exchange rate on cash and cash -96,739.69 -3,300,784.66 equivalents 5. Net increase in cash and cash equivalents -132,278,653.12 -135,928,049.81 Plus: Beginning balance of cash and cash equivalents 520,889,380.61 495,362,517.37 6. Closing balance of cash and cash equivalents 388,610,727.49 359,434,467.56 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 June 2014 Unit: RMB Amount of current period 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 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 last year Plus: Change in accounting policy Correction of errors in previous period Other 2. Balance at 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 beginning of the 35 上海氯碱化工股份有限公司 2014 年半年度报告 year 3. Increase or decrease of current period 448,444.76 -55,101,177.71 1,606,868.56 -53,045,864.39 (for decrease filled in "-") 1) Net profit -49,319,177.83 1,606,868.56 -47,712,309.27 2) Other composite 448,444.76 448,444.76 income Subtotal of above 448,444.76 -49,319,177.83 1,606,868.56 -47,263,864.51 1) 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 -5,781,999.88 -5,781,999.88 distribution (1) Appropriated surplus reserves (2) Appropriated provision for normal risk (3) Distribution to owners (or -5,781,999.88 -5,781,999.88 shareholders) (4) Other 5) Internal transfer of owner's equity (1) Capital reserves transferred into capital (or share capital) (2) Surplus reserves transferred into capital (or share capital) (3) Surplus reserves covering loss (4) Other 6) Special reserve (1) Appropriated in current period (2) Used in current period 7) Other 4. Closing balance 1,156,399,976.00 1,593,703,837.37 11,329,760.39 32,114,696.89 95,021,188.27 2,888,569,458.92 of current period 36 上海氯碱化工股份有限公司 2014 年半年度报告 Unit: RMB Amount at same period of last year Owner's equity attributed to parent company Item Minority Total of owner's Paid-in capital (or Undistributed Capital reserves Surplus reserves interest equity share capital) profit 1. Balance at end 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 of 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 1,590,142,742.37 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 -625,822.39 4,005,046.69 11,694,344.26 15,073,568.56 (for decrease filled in "-") 1) Net profit 4,005,046.69 4,019,904.05 8,024,950.74 2) Other composite -625,822.39 -625,822.39 income Subtotal of above -625,822.39 4,005,046.69 4,019,904.05 7,399,128.35 1) and 2) 3) Capital contributed or 7,701,779.49 7,701,779.49 reduced by the owner (1) Capital contributed by 7,701,779.49 7,701,779.49 the owner (2) Payment for shares attributed into owner's equity (3) Other 4) Profit -27,339.28 -27,339.28 distribution (1) Appropriated 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 37 上海氯碱化工股份有限公司 2014 年半年度报告 transferred into capital (or share capital) (3) Surplus reserves covering loss (4) Other 6) Special reserve (1) Appropriated in current period (2) Used in current period 7) Other 4. Closing balance 1,156,399,976.00 1,589,516,919.98 10,384,738.92 75,542,160.00 91,924,375.18 2,923,768,170.08 of 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 June 2014 Unit: RMB Amount of current period Item Paid-in capital (or Undistributed Total of owner's Capital reserves Surplus reserves share capital) profit equity 1. Balance at end of last year 1,156,399,976.00 1,599,084,909.20 11,329,760.39 11,631,767.29 2,778,446,412.88 Plus: Change in accounting policy Correction of errors in previous period Other 2. Balance at beginning of the 1,156,399,976.00 1,599,084,909.20 11,329,760.39 11,631,767.29 2,778,446,412.88 year 3. Increase or decrease of current period (for 780,257.50 -51,944,601.44 -51,164,343.94 decrease filled in " -") 1) Net profit -46,162,601.56 -46,162,601.56 2) Other composite income 780,257.50 780,257.50 Subtotal of above 1) and 2) 780,257.50 -46,162,601.56 -45,382,344.06 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 -5,781,999.88 -5,781,999.88 (1) Appropriated 38 上海氯碱化工股份有限公司 2014 年半年度报告 surplus reserves (2) Appropriated provision for normal risk (3) Distribution to owners (or -5,781,999.88 -5,781,999.88 shareholders) (4) Other 5) Internal transfer of owner's equity (1) Capital reserves transferred into capital (or share capital) (2) Surplus reserves transferred into capital (or share capital) (3) Surplus reserves covering loss (4) Other 6) Special reserve (1) Appropriated in current period (2) Used in current period 7) Other 4. Closing balance of current period 1,156,399,976.00 1,599,865,166.70 11,329,760.39 -40,312,834.15 2,727,282,068.94 Unit: RMB Amount at same period of last year Item Paid-in capital (or Undistributed Total of owner's Capital reserves Surplus reserves share capital) profit equity 1. Balance at end of last year 1,156,399,976.00 1,597,355,411.76 10,384,738.92 3,126,574.04 2,767,266,700.72 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 (for -1,394,204.68 -1,791,229.90 -3,185,434.58 decrease filled in " -") 1) Net profit -1,791,229.90 -1,791,229.90 2) Other composite income -1,394,204.68 -1,394,204.68 Subtotal of above 1) and 2) -1,394,204.68 -1,791,229.90 -3,185,434.58 3) Capital contributed or reduced by the owner (1) Capital contributed by the 39 上海氯碱化工股份有限公司 2014 年半年度报告 owner (2) Payment for shares attributed into owner's equity (3) Other 4) Profit distribution (1) Appropriated surplus reserves (2) Appropriated provision for normal risk (3) Distribution to owners (or shareholders) (4) Other 5) Internal transfer of owner's equity (1) Capital reserves transferred into capital (or share capital) (2) Surplus reserves transferred into capital (or share capital) (3) Surplus reserves covering loss (4) Other 6) Special reserve (1) Appropriated in current period (2) Used in current period 7) Other 4. Closing balance of current period 1,156,399,976.00 1,595,961,207.08 10,384,738.92 1,335,344.14 2,764,081,266.14 Legal representative: Mr. Li Jun Principal in charge of accounting: Mr. He Gang Head of accounting dept.: Mr. Lai Yonghua 40 上海氯碱化工股份有限公司 2014 年半年度报告 10. Documents for Reference 1. Accounting statements signed and sealed by legal representative, principal in charge of accounting and chief of accounting department; 2. The Articles of Association of Shanghai Chlor-Alkali Co., Ltd. during the report period; 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. August 22, 2014 41 上海氯碱化工股份有限公司 2014 年半年度报告 42