2014 年年度报告 Company code: 600618 Company name: Chlor-Alkali Chemical Shanghai Chlor-Alkali Chemical Co., Ltd. 2014 Annual Report Important Notice 1. The Board of Directors, the Supervisory Committee, Directors, Supervisors and senior executives of the 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. BDO China Shu Lun Pan Certified Public Accountants LLP issued an auditor's report with standard and unqualified opinion for the Company. 4. Mr. Huang Dailie, 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 Annual Report. 5. The proposal on profit distribution and proposal on capital reserve transferring into share capital examined by the Board of Directors According to the 2014 annual financial audit issued by BDO China Shu Lun Pan Certified Public Accountants LLP engaged by the Company, the net profit of the parent company in 2014 is RMB - 586,490,853.47 and the undistributed profit at beginning of the year is RMB 11,631,767.29. In 2014 the Company distributed the profit of 2013 of RMB 5,781,999.88 to the shareholders. It executed the No. 9 Enterprise Accounting Standard - Employees Salary (amended) amended by the Ministry of Finance, reducing the undistributed profit at beginning of the year by RMB 177,320,000.00 according to the clause 31 of the Standard and making the profit available for dividend at end of the year being RMB - 757,961,086.06. Therefore, the Company is not capable of distributing profit for 2014, not making cash bonus for 2014. 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. 1 / 74 2014 年年度报告 7. Is there any non-operational fund occupation by the controlling shareholder or the related parties? No 8. Is there any guarantee for outside entities in violation of the stipulated decision-making process? No 2 / 74 2014 年年度报告 Contents 第一节 Paraphrase and Important Risk Prompt ............................................................................... 4 第二节 Company Profile ................................................................................................................. 5 第三节 Financial Highlights ............................................................................................................ 7 第四节 Report of the Board of Directors ....................................................................................... 10 第五节 Major Events ..................................................................................................................... 28 第六节 Changes of Share Capital and Particulars of Shareholders ............................................... 38 第七节 Particulars of the Preference Shares .................................................................................. 41 第八节 Particulars of the Directors, Supervisors, Senior Executives and Staff Members ............. 42 第九节 Company Governance ....................................................................................................... 51 第十节 Internal Control ................................................................................................................. 54 第十一节 Financial Report ................................................................................................................ 56 第十二节 Documents for Reference .................................................................................................. 74 3 / 74 2014 年年度报告 1. Paraphrase and Important Risk Prompt 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 SSRB means Shanghai Regulatory Bureau of China Securities 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, pigment, Chlorine gas means bleaching powder, textile industry, chemical fiber, grease petroleum, rubber, plastic, pharmacy, disinfection, agricultural pesticide, metallurgy and electronic industry. Ethylene dichloride. Achromic or yellowish transparent liquid with specific gravity of about 1.26 and odor similar to chloroform, insoluble in water, dissolve in EDC means ethyl alcohol and ethyl ether. Mainly used as the solvent for wax, fat and rubber, and also used in producing vinyl chloride and polycarbonate. Paste resin. The Company's production for paste resin mainly adopts two processes, mixing method and seed PPVC 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. Special resin. The special resin produced by the Company is mainly the customer specially-used material, the medical resin with high polymeric level TPVC means 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 CPVC means pipes with different caliber and the related fittings such as elbow and T-joint, the valve body and the wig. 2. Important notice 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. 4 / 74 2014 年年度报告 2. Company Profile 1. Company information Chinese name of the Company 上海氯碱化工股份有限公司 Short form 氯碱化工 English name of the Company SHANGHAI CHLOR-ALKALI CHEMICAL CO.,LTD. Abbreviation SCAC Legal representative of the Company Mr. Huang Dailie 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 www.sse.com.cn Regulatory Commission for carrying annual report Site for filing annual report 4747 Longwu Rd., Shanghai 5. The Company's share The Company's share Type of share Stock exchange for Share name Share code Share name before change listing of share A share Shanghai Stock Chlor-Alkali 600618 Exchange Chemical B share Shanghai Stock Chlor-Alkali B 900908 Exchange Share 6. Change of registration during the report period 1) Index of the Company's first registration For the Company's first registration, please see Brief Introduction to the Company in 2011 Annual Report. 5 / 74 2014 年年度报告 2) Change in the Company's main business since its listing in stock market The Company has not got any change in its main business since its listing in the stock market. 3) Change in the Company's controlling shareholder since its listing in stock market The Company has not got any change in its controlling shareholder since its listing in the stock market. 7. Other relevant information Name BDO China Shu Lun Pan Certified Public Accountants LLP Public accounting firm Business address 4th Floor, New Huangpu Financial Plaza, No. engaged by the Company 61, East Nanjing Rd., Shanghai, China (domestic) Name of the Gu Xuefeng, Ling Min accountant for signing 8. Other On December 30, 2014, the Company convened the 16th meeting of 8th Board of Directors, which elected Mr. Huang Dailie the Chairman of the Board. On January 5, 2015, the Company completed the procedure for official alteration. 6 / 74 2014 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 2013 decrease Main accounting 2014 Interim than same 2012 data Report After adjustment Before adjustment period of last year (%) Operating 7,015,409,267.56 6,974,211,654.53 6,974,211,654.53 0.59 6,340,883,649.76 income Net profit attributable to shareholders of -592,502,499.95 16,623,782.76 16,623,782.76 -3,664.19 102,542,136.82 the listed Company Net profit attributable to shareholders of Not the Company, -262,177,332.00 -139,868,977.14 -139,868,977.14 65,211,838.90 applicable after non-recurring profit and loss Net cash flow from operating -29,059,999.83 580,026,390.02 580,026,390.02 -105.01 644,308,830.14 activities Increase or End of 2013 End of 2014 decrease End of 2012 After adjustment Before adjustment (%) Net assets attributable to 2,164,655,507.39 2,848,201,003.60 2,848,201,003.60 -24.00 2,828,464,570.60 shareholders of the Company Total assets 5,754,717,626.22 5,992,581,029.65 5,992,581,029.65 -3.97 6,340,132,786.82 2) Main financial indexes 2013 Increase or decrease Main financial indexes 2014 After Before than same period of 2012 adjustment adjustment last year (%) Basic earnings per share -0.5124 0.0144 0.0144 -3,658.33 0.0887 (RMB/share) Diluted earnings per share -0.5124 0.0144 0.0144 -3,658.33 0.0887 (RMB/share) Basic earnings per share after non-recurring profit and loss -0.2267 -0.121 -0.121 Not applicable 0.0564 (RMB/share) Return on net assets, Decrease by 25.03 -24.4467 0.5857 0.5857 3.6921 weighted average (%) percentage points Return on net assets after Decrease by 5.89 non-recurring profit and loss, -10.8175 -4.9279 -4.9279 2.3480 percentage points weighted average (%) 2. Difference of accounting data between domestic and overseas accounting standards 1) The difference of net profit and net assets attributable to shareholders of the Company between the international accounting standard and Chinese accounting standards □Applicable √Not applicable 7 / 74 2014 年年度报告 2) The difference of net profit and net assets attributable to shareholders of the Company between the international accounting standards and Chinese accounting standards □Applicable √Not applicable 3. Items of non-recurring profit and loss √Applicable □Not applicable Unit: RMB Items of non-recurring profit or Amount in Amount in 2014 Note (if applicable) Amount in 2013 loss 2012 Profit or loss from disposal of 1,111,822.13 71,743,954.84 12,512,201.40 non-current assets Tax return and exemption approved by the authority beyond its right or 1,120,000.00 3,754,074.00 with no official approval file, or occasionaly happened Government subsidy attributable to profit and loss of current period, except such government subsidy closely related to the Company's normal business operation, meeting 5,732,560.40 111,427,687.60 7,605,127.69 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 assets, tradable 136,030.13 financial liabilities and salable financial assets, except that from the effective hedge business related to the Company's normal operating business Other non-operating revenue and 6,572,403.12 7,086,532.41 2,528,619.33 expenditure other than above items Compensation for personnel placement and related loss on work Other profit or loss items meeting stoppage caused by the definition of non-recurring -343,652,815.90 -35,532,990.89 4,311,535.50 the production halts profit and loss of the PVC unit and the supporting facilities in Wujing Base Impact of minority interests 50,515.48 -32,543.41 -876,846.11 Impact of income tax -139,653.18 680,119.35 -67,985.49 Total -330,325,167.95 156,492,759.90 37,330,297.92 4. Items measured with fair value Unit: RMB 8 / 74 2014 年年度报告 Beginning Change in Impact on profit of Item Closing balance balance current period current period Salable financial 10,926,604.39 14,914,742.76 3,988,138.37 55,663.83 assets Total 10,926,604.39 14,914,742.76 3,988,138.37 55,663.83 9 / 74 2014 年年度报告 第一节 Report of the Board of Directors 1. Discussion and analysis of the Board of Directors on the operation status during the report period In 2014, Chinese economy started to enter the transfer period from high speed growing to middle speed growing. In order to fit such complicated and changeable economic situation, the Company implemented the strategy of "innovation, upgrading and transformation" in all aspects, kept on speeding up the adjustment and transfer in Wujing area and promoting the upgrading in the Chemical Park, made the optimization of operation and decrease of loss as basic target and focused on the significant projects such as ethylene tank and CPVC to keep the equilibrium of operation and sustainable development for the Company. Meanwhile, it continued to implement the strategy of "going out" unshakably, sought the chances of strategic cooperation and investment in the global market, and strived to exploit new space for enterprise development. The adjustment in Wujing Base makes the Company get the biggest loss with the amount of RMB 590,000,000 since its listing in stock market. However, through analysis to the loss, the expenditure of RMB 520,000,000 for the adjustment in Wujing Base is mainly the impairment appropriated for the units and the cost for placement of the employees. This expenditure will help the Company to alleviate the burden for its forthcoming development. For the production operation, after absorbing RMB 230,000,000 for the price rising of its main raw material ethylene and industrial electricity, the Company controls the loss at RMB 70,000,000. In 2014, the Company realized gross operating income of RMB 7,015,000,000, increasing by 0.59% than previous year, gross profit of RMB - 583,000,000, decreasing by 1961.7% than previous year, net profit attributable to shareholders of the Company of RMB - 592,000,000, decreasing by 3664.19% than previous year, and investment income of RMB 62,632,800, decreasing by 56.54% than previous year. 1) Analysis on main business (1) Analysis on changes in relevant items in the income statement and cash flow statement Unit: RMB Same period of last Item Current period Change ratio (%) year Operating income 7,015,409,267.56 6,974,211,654.53 0.59 Operating cost 6,375,944,582.66 6,344,195,298.75 0.50 Selling cost 205,248,898.35 193,012,461.43 6.34 Management cost 633,388,738.66 416,638,560.56 52.02 Financial expenses 121,456,535.42 111,801,208.77 8.64 Net cash flow from operating -29,059,999.83 580,026,390.02 -105.01 activities Net cash flow from investment -495,001,156.50 -247,218,330.78 Not applicable activities Net cash flow from financing 353,435,963.67 -327,297,981.40 Not applicable activities Expenditure on R&D 40,756,284.35 42,071,822.11 -3.13 (2) Income (a) Analysis on the factors influencing the Company's products income mainly from sale of goods Unit: '0000 tons Product Increase or decrease classification Item 2014 2013 (%) Polyvinyl chloride Sales volume 8.01 15.47 -48.22 10 / 74 2014 年年度报告 resin Output 8.61 16.76 -48.63 Inventory 0.70 0.31 125.81 Sales volume 71.50 74.80 -4.41 Sodium hydroxide Output 73.00 73.19 -0.26 Inventory 2.15 0.60 258.33 (b) Main customers Unit: RMB Total of sales amount to top 5 Ratio in total sales customers 3,282,013,865.31 amount 46.97% (3) Cost (a) Cost analysis Unit: RMB By sectors Change ratio Ratio Ratio between in in the current Component of Same period of Sector Current period total total period and cost last year cost cost same (%) (%) period of last year (%) Industry Direct material 3,614,263,644.00 57.42 3,543,812,672.61 56.44 1.99 Direct labour 92,817,782.97 1.47 122,690,121.16 1.95 -24.35 Power 249,017,879.57 3.96 353,590,656.79 5.63 -29.57 Manufacturing 331,797,420.12 5.27 533,631,687.86 8.50 -37.82 cost Total 4,287,896,726.66 68.13 4,553,725,138.42 72.52 -5.84 Construction Direct material 1,397,498.74 0.02 847,321.23 0.01 64.93 Direct labour 1,581,052.08 0.03 2,095,440.22 0.03 -24.55 Manufacturing 22,470,081.24 0.36 19,904,665.69 0.32 12.89 cost Total 25,448,632.06 0.40 22,847,427.14 0.36 11.39 Trade Purchase cost 1,980,812,658.24 31.47 1,702,287,777.63 27.12 16.36 income By product Change ratio Ratio Ratio between in in the current Component of Same period of Product Current period total total period and cost last year cost cost same (%) (%) period of last year (%) PVC Direct material 593,100,331.68 9.42 1,120,840,740.78 17.85 -47.08 Direct labour 22,641,881.58 0.36 34,198,442.96 0.54 -33.79 Power 108,524,507.82 1.72 174,928,497.51 2.79 -37.96 Manufacturing 128,110,613.58 2.04 153,861,264.90 2.45 -16.74 cost Total 852,377,334.66 13.54 1,483,828,946.15 23.63 -42.56 11 / 74 2014 年年度报告 Sodium Direct material 846,403,320.03 13.45 766,943,649.79 12.21 10.36 hydroxide Direct labour 4,283,945.16 0.07 15,567,915.32 0.25 -72.48 Power 86,798,377.75 1.38 68,353,774.89 1.09 26.98 Manufacturing 39,077,055.00 0.62 140,535,329.16 2.24 -72.19 cost Total 976,562,697.94 15.52 991,400,669.16 15.79 -1.50 Chlorine Direct material 2,043,905,626.27 32.47 1,587,487,697.19 25.28 28.75 products Direct labour 21,048,519.55 0.33 22,972,608.30 0.37 -8.38 Power 42,051,606.32 0.67 99,822,584.08 1.59 -57.87 Manufacturing 119,573,405.43 1.90 197,330,597.08 3.14 -39.40 cost Total 2,226,579,157.57 35.38 1,907,613,486.65 30.38 16.72 (b) Main suppliers Unit: RMB Total of purchase amount from Ratio in total purchase top 5 suppliers 3,906,600,757.17 amount 54.33% (4) Expenses Unit: RMB Increase or Item 2014 2013 decrease (%) Selling cost 205,248,898.35 193,012,461.43 6.34 Management cost 633,388,738.66 416,638,560.56 52.02 Financial expenses 121,456,535.42 111,801,208.77 8.64 Income tax expense 4,622,713.67 5,990,994.17 -22.84 Analysis on reasons for change of expenses: 1) The selling cost increases by 6.34% than the same period of last year, and this is mainly caused by the increase of the depreciation of fixed assets transferred from the expanding of the dock. 2) The management cost increased by 52.02% than the same period of last year, and this is mainly caused by the big increase of the employee's dismissal fee in this year than previous year. 3) The expense of income tax decreased by 22.84% than the same period of last year, and this is mainly caused by decrease 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 15,511,089.73 Capitalization of R&D expenditure in 25,245,194.62 current period Total of R&D expenditure 40,756,284.35 Ratio of total R&D expenditure in net 1.81 assets (%) Ratio of total R&D expenditure in 0.58 operating income (%) (b) Remark In 2014 the Company still focus on the advanced chlorine production process and the new material in its R&D work. The main research projects are the "process development for chlorine gas made 12 / 74 2014 年年度报告 through catalytic oxidation of hydrogen chloride", "research on processing application for chlorinated polyvinyl chloride" and "development on specific polyvinyl chloride resin". For the project of "process development for chlorine gas made through catalytic oxidation of hydrogen chloride", based on the pilot research, the Company completed the compiling of the process package for the industrial unit with the capacity of 100,000 tons per year. For the project of "research on processing application for chlorinated polyvinyl chloride", the Company mainly made the research on the formulation for the long-time heat resisting fittings of chlorinated polyvinyl chloride and the improvement on the smoothness of inner-wall of the tubes with high extrusion speed and small caliber, improved the formulation for the tubing and fittings of chlorinated polyvinyl chloride, and realized the commercialization of the self-developed mixing material. For the project of "development on specific polyvinyl chloride resin", the Company mainly made the testing for the "production of paste resin with the mixing method of vinyl chloride-vinyl acetate copolymerization" to enhance the specialized rate of the products and the differentiation competitive advantage of the Company. (6) Cash flow Unit: RMB Item 2014 2013 Difference Net balance of cash flow from business activities -29,059,999.83 580,026,390.02 -609,086,389.85 Net balance of cash flow from investment activity -495,001,156.50 -247,218,330.78 -247,782,825.72 Net balance of cash flow from financing activities 353,435,963.67 -327,297,981.40 680,733,945.07 Note: 1) The decrease of the net cash flow of operating activities is mainly caused by the decrease of the gross profit due to big rise of the ethylene prices and the dropping of the selling of products, the decrease of the government subsidy and the increase of the expenditure for dismissal cost of employees. 2) The decrease of the net cash flow of investment activities is mainly caused by the increase of the investment in Huntsman, Lianhen and the financial company in current period. 3) The increase of net cash flow of financing activities is mainly because the increase of loan makes the increase of the inflow of fund.. (7) Other (a) Detailed explanation on significant changes of the profit structure or profit source of the Company Unit: RMB Increase or decrease Item 2014 2013 than previous year (%) Management cost 633,388,738.66 416,638,560.56 52.02 Loss from assets impairment 320,560,676.78 116,423,625.78 175.34 Investment income 62,632,834.28 144,125,008.27 -56.54 Operating profit -596,384,778.31 -88,579,797.32 -573.27 Non-operating revenue 13,543,603.10 122,523,307.47 -88.95 Non-operating expense 126,817.45 2,629,788.44 -95.18 Gross profit -582,967,992.66 31,313,721.71 -1961.70 Net profit -587,590,706.33 25,322,727.54 -2420.41 Note: 1) The increase of management cost is caused by the increase of the employee's dismissal cost in current year than previous year. 2) The increase of loss from assets impairment is mainly because the production halt of the PVC unit 13 / 74 2014 年年度报告 in Wujing Base makes the increase of the provision for assets impairment appropriated. 3) The decrease of return on investment is caused by the decrease of the income from disposal of equity interest in current year than the previous year. 4) The decrease of non-operating revenue is mainly caused by the decrease of the government subsidy fund in current year. 5) The decrease of the operating profit, gross profit and net profit is mainly caused by the big rise of ethylene prices and the big increase of assets impairment appropriated and the employee's dismissal cost due to readjusting of industrial structure of the Company. (b) Explanation on the progress of the development strategy and management plan During the report period, the Company promoted the strategy of "innovation, upgrading and transformation" unshakably and implemented the halt plan for PVC unit (except chlorinated polyvinyl chloride, i.e. CPVC) in Wujing Base. This means the Company's strategic transfer is to be completed soon. Faced with the big rising of the price of raw material and energy and the continuous dropping of the product price, the Company strived to optimize the operation to enhance the efficiency and control the loss of main business. Due to the production halt plan implemented in Wujing Base, the Company is required to appropriate assets impairment provisions for PVC unit. Meanwhile, it should pay compensation cost to a large number of employees dismissed by the Company through agreement. Therefore in 2014 the Company got big loss in its business, a big decrease compared with the profit target raised by the Board of Directors at beginning of the year. A) Make great efforts to promote the Company's strategy adjustment based on the target for future development Speed up the step for entering the new material field. In 2014, through full analysis on the future development of MDI industry, the Company learned the good chance for rapid development of polyurethane industry in China and Asia Pacific area. In consideration of the requirements for strategic transformation to the new material field, the Company decided to make investment of RMB 307,480,000 in the MDI expansion project of Shanghai Huntsman Polyurethane Co., Ltd. and Shanghai Lianheng Isocyanic Ester Co., Ltd. The Company's total investment in MDI fields in Chemical Park has reached RMB 1,170,000,000, accounting for 26% of the Company's total investment in Chemical Park. This important investment in 2014 makes the Company be further involved with new material field and helps it to make transformation and solidify the industrial chain for the recycling economy. Meanwhile, through this project the Company can build a cooperative platform with foreign capital, master the new technology for producing chlorine and grasp chances in the keen competition in the industry. Speed up the concentration and upgrading from Wujing to Chemical Park. In 2014, the price of PVC, the Company's product, was influenced by the continual downturn of market and the price of the raw material ethylene was rising greatly. Such severe situation caused by over capacity means the advent of the capacity removing movement in PVC industry. Therefore, the Company, based on the strategic plan of concentration and upgrading from Wujing to Chemical Park and relevant policies such as industrial distribution and reorganization of an industry issued by Shanghai municipal government, has made determination to implement overall halt of PVC process unit in Wujing Base (only reserve CPVC unit). Meanwhile, it started to make the dismissal work in Wujing Base orderly. It formulated the dismissal plan in full consideration of the rights of the employees after hearing earnestly the opinion of the employees. Due the understanding and support of the employees, the plan can be implemented stably and orderly. The Company dismissed 792 persons totally in this year. The halt of main production units in Wujing area and the preliminary completion of the dismissal work mean that the Company's adjustment and transformation strategy in Wujing area entered the final period. In 2014 the Company's capacity transfer, work thought and management work further inclined to Chemical Park. In Chemical Park, it has got the annual capacity of 720,000 tons of sodium hydroxide and 720,000 tons of ethylene dichloride (EDC). In Chemical Park the Company's income reaches RMB 4,386,450,000 and gross profit reaches RMB 576,000,000, accounting for 144% of the total gross profit of the Company. While in Wujing area, the income is only RMB 235,610,000, and the gross profit is only RMB - 138,000,000. The Company has firmly implemented the strategic adjustment from Wujing Base to Chemical Park, made hard work for Shanghai to realize "innovation driven and developing through 14 / 74 2014 年年度报告 transformation", and made new contribution for Shanghai to build a city of resource-saving type and environment-friendly type. Continue to probe into the way of international merger and industrial transformation and upgrading. In 2014 the Company made tracking study on 9 merger and acquisition project, in which it completed the investigation on 4 companies and 2 chemical parks in China and formed the related investigation reports and traced 1 merger and acquisition project and 3 new joint venture projects. The target projects for acquisition mainly include following three types. First is that it makes use of the chance of industrial consolidation to build new production bases through merger and acquisition in the areas with cost comparative advantage. In this way it can expand its industrial scale, enhance its market share and strengthen the control power in market. This can support the implementation of the Company's strategy of "going out from Shanghai". Second is that it focused on the chemical products encouraged by national policy and having high added value and strong profitability based on the market position of the advanced material, in order to extend the Company's product chain and enhance the market risk preventing ability and the enterprise's whole profitability. This can support the implementation of the Company's strategy of "going out from chlor-alkali". Third is that, it strived to find the raw material of low-price and high quality and advanced chemical engineering technique in global market to master the internally advanced chemical engineering technique and expand the international raw material market and sales market. This can support the implementation of the Company's strategy of "going out from China". In order to strengthen the analytical study on investment abroad and strive for valuable investment opportunities, the Company has established the investment committee office. Through periodic meeting, information collecting, business discuss, field survey and report preparing, it strengthened the study on the chances for investment and cooperation at home and abroad and get progress in the study on extending of the industrial chain and upgrading and transformation of the Company. B) Optimize the Company's overall operation management based on the principle of efficiency first Optimize the operation to ensure the production equilibrium in the main battlefield of Chemical Park. The Company adjusted timely and flexibly the production load in accordance with the market change, and ensured the sodium hydroxide unit of Huasheng Factory running in heavy-duty level even with the high price of ethylene and fluctuating demand downstream. Due to the big loss of the PVC products in Wujing area, the Company reduced the output and provided vinyl chloride resource to Tianyuan Factory to ensure the monthly output of paste resin and special resin, Tianyuan's differentiated products, realizing the goal of maximizing the benefit of the units in the main battlefield. Adjust the structure of production and sale and contend for market with the differentiation strategy. Faced with the severe sales situation, the Company made adjustment initiatively, transfer the sales center to Chemical Park, focus on the high efficiency products and optimize the market distribution. It continued to promote the product differentiated marketing, focused on high-end product market, optimize the area structure and customer structure of the products, concentrated the technical force and marketing force to improve the quality and promotion of the special resin and new material CPVC, and grasped the chance to exploit the markets in Middle East Asia, South America and Africa. The implementation of the differentiated strategy has provided the Company with favourable conditions under the severe market competition. Strengthen the cooperation and seek the copartners to expand the business opportunities. The Company paid close attention to the cooperation between its units in Chemical Park and the downstream enterprises. Firstly, it valued highly the "commercial negotiation for important contracts", and established a specific negotiation group to promote the negotiation process and set sound basis for the Company's new development in Chemical Park. At present it has signed a supply agreement for the sodium hydroxide and liquid chlorine needed for capacity expansion with Lianheng Isocyanic Ester Co., Ltd., and the negotiation with Bayer, BASF and other enterprises are just under progress. Secondly, it strengthened the communication with the downstream enterprises and enhanced the implementation rate of contract. The quantities of liquid chlorine and hydrogen gas received have been increased to certain extent. Thirdly, it made active negotiation with Jinshan Petrochemical and Secco Petrochemical and completed the renewal of the new year's contract for ethylene with Jinshan Petrochemical. Meanwhile, it strived to find new suppliers for ethylene abroad, making negotiations with many international enterprises to discuss the purchase of ethylene. It is ready to purchase ethylene by itself in 2015. 15 / 74 2014 年年度报告 Take an active part in the deal for carbon emission and get "green profit" through energy-saving and emission reduction. In the adjustment in Wujing area, it made full use of the chance of production halt and big reduction of energy consumption, researched earnestly the carbon emission policy of the government and strived to conduct the transaction for carbon emission to get the "green profit" due to energy-saving and emission reduction for the Company. From June 2013 to June 2014, the Company had totally sold 53.167 carbon index and the transaction amount exceeded RMB 10,000,000. Afterwards, it will continue to increase the efforts in energy-saving and emission reduction, enhance the management level for energy-saving, decrease the discharge amount of carbon, and based on the market situation make market transaction for the carbon index to seek for the biggest benefit for the Company. 2) Analysis on industry, products and area operation (1) Main business divided by sectors and products Unit: RMB Main business by sectors Increase Increase or or decrease decrease Increase or Gross of of decrease of gross Sector Operating income Operating cost profit operating operating profit rate than rate (%) income costs than previous year (%) than previous previous year (%) year (%) Industry 4,881,799,897.82 4,287,896,726.66 12.17 -5.19 -5.84 Increase by 0.61 percentage points Constructi 27,016,732.70 25,448,632.06 5.80 10.74 11.39 Decrease by 0.55 on percentage points Trade 1,993,574,818.85 1,980,812,658.24 0.64 15.74 16.36 Decrease by 0.53 income percentage points Total 6,902,391,449.37 6,294,158,016.96 8.81 0.09 0.24 Decrease by 0.14 percentage points Main business by products Increase Increase or or decrease decrease Increase or Gross of of decrease of gross Product Operating income Operating cost profit operating operating profit rate than rate (%) income costs than previous year (%) than previous previous year (%) year (%) PVC 596,604,070.66 852,377,334.66 -42.87 -52.51 -42.56 Decrease by 24.75 percentage points Sodium 1,362,501,605.21 976,562,697.94 28.33 -0.75 -1.50 Increase by 0.55 hydroxide percentage points Chlorine 2,618,478,421.73 2,226,579,157.57 14.97 15.43 16.72 Decrease by 0.94 products percentage points Other 2,324,807,351.77 2,238,638,826.79 3.71 16.33 18.07 Decrease by 1.42 percentage points Total 6,902,391,449.37 6,294,158,016.96 8.81 0.09 0.24 Decrease by 0.14 percentage points (2) Main business divided by area Unit: RMB Area Operating income Increase or decrease of operating income than previous year (%) China 6,570,330,568.88 2.02 Other countries 332,060,880.49 -27.16 16 / 74 2014 年年度报告 Total 6,902,391,449.37 0.09 3) Analysis on the assets and liabilities (1) Analysis on assets and liabilities Unit: RMB Ratio of Ratio closing Chang of balance e ratio closing Closing of of Closing Item balance balance of previou closin Remark balance in total previous period s period g assets in total balanc (%) assets e (%) (%) Mainly caused by the increase of the balance of the Accounts 321,902,440.07 5.59 219,585,380.39 3.66 46.60 receivables from receivable the customers in the sales credit period Mainly caused by the capital increase of the affiliated company Long-term Huntsman and the equity 270,736,394.62 4.70 187,641,718.86 3.13 44.28 increase of the investment return on investment of Huntsman confirmed in current period Mainly caused by the increase of the investment in the Construction 288,223,047.31 5.01 142,900,085.66 2.38 101.70 low temperature in progress ethylene storage and transportation unit project Special equipment Engineering used for the 1,173,259.66 0.02 1,914,050.52 0.03 -38.70 materials construction in progress New development Development 25,794,289.58 0.45 8,805,094.96 0.15 192.95 projects in current expenditure period Increase of Short-term 868,531,399.29 15.09 422,800,855.65 7.06 105.42 short-term loan in loan current period Mainly caused by Wages 2,859. 28,052,005.16 0.49 947,961.82 0.02 the increase of payable 19 dismissal welfare Decrease of the value added tax Tax payable 27,392,973.52 0.48 62,085,362.46 1.04 -55.88 unpaid in current period 17 / 74 2014 年年度报告 Government Deferred subsidy of the 6,198,450.00 0.11 930,800.00 0.02 565.93 income R&D project in current period 4) Analysis on core competitive power (1) Profitability advantage of the integrated commercial mode The Company implemented the integrated commercial mode in the Chemical Park, adopt the pricing 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 integrated commercial 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 reflected the mutually beneficial and win-win status. At present, MDI and TDI are still under a high-speed growing stage with good prospect. 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 industrial upgrading. In 2014 the Company made investment in Shanghai Huntsman Polyurethane Co., Ltd.'s MDI refining expansion project with the annual capacity of 240,000 tons and Shanghai Lianheng Isocyanic Ester Co., Ltd.'s coarse MDI expansion project with the annual capacity of 240,000 tons and HCL catalytic oxidation project with the annual capacity of 120,000 tons. If in 2016 MDI industry enters the second booming cycle, the Company will also get the return on investment. (3) The Company has got initial success in new technology and new material The Company has completed the kiloton-level pilot plant test for producing chlorine gas with hydrogen chloride through catalytic oxidation and completed basically the compiling of the industrial process package with the capacity of 100,000 tons, setting sound basis for the Company's realizing new technology for chlorine production. Meanwhile, the Company has perfected the self-developed industrial process technique for chlorinated polyvinyl chloride resin and can provide technical support for the industrial process package design for chlorinated polyvinyl chloride with annual capacity of 40,000 tons. This provides full preparation for the Company to expedite further the development and research for the series products of chlorinated polyvinyl chloride resin. 5) Analysis on investment (1) General analysis on equity investment Unit: RMB'0000 Beginning Increase or Increase or Item Closing balance balance decrease decrease (%) Long-term equity investment 27,073.64 18,764.17 8,309.47 44.28 Salable financial assets 34,985.56 27,113.69 7,871.87 29.03 Incl.: Measured as per fair value 1,491.47 1,092.66 398.81 36.50 Measured as per cost 33,494.09 26,021.03 7,473.06 28.72 Analysis on reason for change of equity investment: 1) Long-term equity investment increased by 44.28% than the same period of last year, and this is mainly caused by the Increase of the investment in the affiliated company Huntsman and the return on investment in Huntsman in current period. 2) The salable financial assets measured as per fair value increased by 36.50% than the same period of last year, and this is mainly caused by the change of fair value in current period. 18 / 74 2014 年年度报告 3) The salable financial assets measured as per cost increased by 28.72% than the same period of last year, and this is mainly caused by the increase of the investment in Lianheng Company and Huayi Financial Company. Information of invested companies Unit: RMB'0000 Ratio in the Beginning Closing equity of Name of the balance of balance of Business nature the invested Remark invested company investment investment company cost cost (%) Shanghai Huntsman Long-term Refine of MDI and Polyurethane Co., 14,598.89 18,256.08 30 equity polymer Ltd. investment Shanghai Lianheng Produce and sell Salable financial Isocyanic Ester Co., the chemicals 13,996.15 18,559.21 15 assets Ltd. related to raw MDI Shanghai Huayi Salable financial Tianyuan Chemical Logistics 7,540.66 7,540.66 16.64 assets Logistics Co., Ltd. Shanghai Huayi Financial Salable financial Group Finance Co., 3,000.00 6,000.00 10 company assets Ltd. Suzhou Tianyuan Salable financial Logistics 134.09 134.09 13.5 Logistics Co., Ltd. assets Beijing Yinzhao Consultation for Information Salable financial information 164.61 164.61 16 Technology Co., assets technology Ltd. (a) Equity interest in other listed companies held Unit: RMB Change in Gain or Initial Closing owner's Source Share loss in the Accounting Share name investment balance of book equity during of code report subjects cost value the report share period period Salable Legal 600636 3F 360,000.00 7,320,772.80 32,392.80 1,000,397.64 financial person assets share Salable Legal Double Coin 600623 690,000.00 2,076,360.00 15,444.00 598,026.00 financial person Share assets share S China Salable Legal 600610 Textile 2,095,000.00 2,095,000.00 financial person Machinery assets share Salable Legal Shanghai 600688 900,000.00 1,948,500.00 22,500.00 891,225.00 financial person Petrochemical assets share Salable Legal 600637 BesTV 86,967.00 3,294,309.96 7,827.03 59,354.98 financial person assets share Salable Legal Haitai 600082 20,000.00 274,800.00 60,000.00 financial person Development assets share 19 / 74 2014 年年度报告 Total 4,151,967.00 17,009,742.76 78,163.83 2,609,003.62 / / (b) Equity interest of non-listed financial firms held Ratio in this Closing balance Profit and loss Source Initial investment company's Accounting Name of the firm Shares held of book value during the report of amount (RMB) equity subjects (RMB) period (RMB) share interest (%) Shenyin & Salable Legal Wanguo financial person 1,250,000.00 1,760,000 1,250,000.00 176,000.00 Securities Co., assets share Ltd. Bank of Shanghai Salable Legal Co., Ltd. 150,000.00 1,049,302 7,307,758.85 230,846.44 financial person assets share Shanghai Huayi Finan Group Finance cial Salable Co., Ltd. contri 60,000,000.00 10 60,000,000.00 600,000.00 financial butio assets n in cash Total 61,400,000.00 2,809,302 / 68,557,758.85 1,006,846.44 / / (2) Utilization of the raised capital (a) Utilization of the raised fund □Applicable √Not applicable (b) Projects promised in the raised fund □Applicable √Not applicable (c) Change of the project with raised fund □Applicable √Not applicable (3) Analysis on main subsidiaries and joint-stock companies (a) Operation status of the controlled companies Unit: RMB'0000 Registered Assets Name of company Business nature Net profit capital scale Shanghai Dakai Plastic Co., Plastic membrane and its deep Ltd. processing 4,347.76 14,875.38 -845.49 Shanghai Jinyuan Tap Water Co., Ltd. Tap water 900 1,394.08 190.70 Maintenance and engineering Shanghai Chlor-Alkali construction of petrochemical Machinery Co., Ltd. devices 3,000 2,208.02 289.76 Shanghai Ruisheng Enterprises Co., Ltd. Trade 500 5,100.00 470.26 Shanghai Luwei Plastics Production for CPVC tubing Co., Ltd. and fittings 5,000 3,471.57 -921.74 Shanghai Tiantai Addition Produce antistatic agent and Agent Co., Ltd. levelling agent 3,300 21,489.71 1,563.79 (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 20 / 74 2014 年年度报告 Investment Main Main Main income Name of Business product or business business Net profit from the company nature service income profit joint stock company Shanghai Production Tiantai and sale of Addition Chemical 23,992.14 5,322.76 1,563.79 688.07 chemical Agent Co., reagent and products Ltd. additive Sales of Shanghai chemical Ruisheng Trade raw material 28,786.44 1,225.93 470.26 470.26 Enterprises and Co., Ltd. products Shanghai Chlor-Alkali Machine Industry 10,430.18 2,353.31 289.76 241.46 Machinery manufacturi Co., Ltd. ng Shanghai Jinyuan Tap Industry Tap water 834.72 453.97 190.70 148.33 Water Co., Ltd. Shanghai Production Production Luwei and sale of for CPVC 1,414.60 -6.23 -921.74 -645.22 Plastics Co., chemical tubing and Ltd. products fittings Production Plastic Shanghai and sale of membrane 7,900.82 -126.15 -845.49 -760.94 Dakai Plastic chemical and its deep Co., Ltd. products processing Shanghai Production Refine of Huntsman and sale of MDI and 371,743.57 29,725.52 15,507.61 4,652.28 Polyurethane chemical polymer Co., Ltd. products (4) Projects with non-raised capital √Applicable □Not applicable Unit: RMB'0000 Investment Total actual Project Project name Project progress amount in investment Project income amount current year amount 30000m3 low Civilwork temperature construction was The project is under ethylene storage and 23,845 basically 13,713 14,685 construction transportation unit completed in the project report period 40,000 tons/year The DESign for This is the preparing high performance the foundation period for the chlorinated 43,326 work was 3,522 3,522 project, construction polyvinyl chloride completed in the has not been started project report period yet. Total 67,171 / 17,235 18,207 / 21 / 74 2014 年年度报告 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) The low carbon society is required to make energy-saving and emission reduction to get green low carbon For the chlor-alkali industry of energy resource intensive type, in addition to the need for optimization and upgrading of the product structure, we are required to implement the energy-saving and emission reduction for low carbon production promptly. Only by speeding up the elimination of the backward production capacity and adjustment of the structure and take a new way of industrialization, we then can meet the need for future development of the chemical industry and achieve the new economic growth point in green economy and low carbon economy. (2) Merger and reorganization and the park integration should be the development direction of the chlor-alkali industry Merger and reorganization is the only way for chlor-alkali industry to be mature, the most effective mean for enhancing the competitive power, and the basic condition for the scientific development of chlor-alkali industry. To make the reorganization of cross-regions and cross-industries and to realize the industrial layout optimization should be the development trend of the chlor-alkali industry. By adopting the mode of chemical park for the chlor-alkali industry, we can make reasonable use of energy source and resource, maximize the energy-saving and consumption reducing, reduce the cost, increase the added value of the products and the anti-risk ability of the enterprise, and realize the sustainable development through the recycling economy mode. (3) The R&D and use of new material is the important support for development of the national economy The development of chemical new material industry should be of important support role in all the fields, especially the high technique and top technique fields. The rapid development of big aircraft, new energy automobile, modern rail transit and new strategic industries makes high technical requirements and market demand. The six kinds of material, i.e. the engineering plastics, special rubber, high performance fibre, organic fluorine material, organic silicon material and biological degradable plastics, are the focus of development. 2) Development strategy of the Company In 2014 the Company completed the first draft of five-year plan (2015 to 2019) and clarified the development goal of future 5 years: "going out from chlor-alkali, going out from Shanghai and going out from China", promote the Company's "innovation, upgrading and transformation" and realize the Company's new development. The Company plans to become the professional chlorine supplier with best competitive power in the world and the manufacturer of vinyl material and chlorine fine chemicals with high added value. In the period of 2015 to 2019 Shanghai Chemical Industry Park Caojing Base will continue to be the main battlefield for the Company's development. In order to optimize the layout, the Company will speed up the concentration of the advanced material projects to the main battlefield, focusing on the construction of the second-phase projects of CPVC (chlorinated polyvinyl chloride) unit with annual capacity of 40,000 tons, DEACON (chlorine gas manufactured with hydrogen chloride through catalytic oxidation) with annual capacity of 100,000 tons, 30,000 m3 low temperature ethylene tank and persulfate unit with annual capacity of 15,000 tons. It joined the investment for production expansion of the copartners in Chemical Park to share income from the investment. It keeps a stiff step in "going out" to promote the development in different cities and in the world and enhance the international competition capability. For achieving above goals, the Company will stabilize the production operation in Chemical Park, optimize the existing assets and speed up the work of "going out" mainly with following work. (1) Stabilize the production and sale to ensure the profit target Strengthen the risk control and provide HSE guarantee for the adjustment and development. It will continue to advocate the safety culture of "consciousness, sensitivity and realism", make the safety production changed from generally controlled situation to intrinsic safety, ensure the heavy running of Huasheng Factory and enhance the contract implementation rate. It will strengthen the facility management, strengthen the careful operation, further reduce the non-planned production halt, make overhaul for the units and ensure the electrolysis units running stably and with full load. It will strengthen the communication and coordination with downstream enterprises, use price strategy to enhance the contract implementation rate, and optimize the supply chain for Tianyuan Factory to 22 / 74 2014 年年度报告 revive the national brand. It will expand the profit space through cost reduction and price rising. It will reduce the power cost and evaluate the cost structure reasonably. It will research the combination between the local optimization and whole benefit in the integrated industrial chain, integrate the marketing resource and enhance the market competitive power. It will integrate the marketing resources at home and abroad, enhance the international marketing level for bulk materials and exploit the segment market for the differentiated products. It will optimize the market structure for alkali and acid to enhance the value. It will make full use of the existing channels, customers, brands and other resources to exploit actively the trade with big profit. It will reform the marketing mechanism and organize the sales company. (2) Optimize the existing assets to overcome the pressure of transformation Build a high performance organization. The Company will continue to promote the dismissal and placement of the employees, achieving the target of about 1200 employees in the Company. It will transfer the control center to Caojing Chemical Park. It will handle official business in Caojing Chemical Park, make use of the professional advantages to strengthen the vertical support and service for the branch factory's operation, coordination in the upstream and downstream companies and the project construction.It will rebuild the process to enhance the organizing competitive power. It will further integrate and optimize the function of the departments, improve and explore the production and operation system, focus on key business, optimize the personnel structure and quality to achieve simplicity and high efficiency, enhance the competitive power and control strictly the expense in the transformation period to demonstrate the results of adjustment. It will control and reduce the expense in the adjustment period for PVC factory, no longer having the expenditure for investment and overhaul. The organizational system for PVC factory will be kept until the CPVC project with the capacity of 40,000 tons in the Chemical Park is put into service. It will optimize the utilities for CPVC unit with the capacity of 10,000 tons, make full use of the supply mode with market principle, reduce the cost and enhance the competitive power. It will speed up the dismissal of employees and assets disposal in Wujing area to reduce various service charge as early as possible and remove the inventories. It will reduce the fund cost for the inventories, reduce the risk of price decline of the inventories and speed up the disposal of idle assets. It will strengthen the maintenance, prevent the damage and loss through technical prevention, personnel prevention and periodic review of the inventories. Through the information channels of network and industry, it will organize the assets disposal group to promote the disposal of inventories. It will adopt many ways such as making realization through dividing, physical financial contribution and going out to make flexible disposal. (3) Strive to win the future The Company will speed up the industrialization speed of the CPVC unit with the capacity of 40,000 tons. In April 2015 the project started the construction and entered the overall construction phase. The project is planned to be put into service in June 2016. It will innovate the marketing mode, make full use of the local marketing resource of third parties, strive to exploit the markets in different areas and with different culture, and build the channels to expand the market share. The objective is at end of 2016 the clear powder, mixture material and products should be of the sales ability of 4 times the current production capacity. Meanwhile, it will speed up the pace of industrialization for high-end products such as the hybrid material and products to further enhance the market competitive power and consolidate the integrated chlorine making. It will make the negotiation for renewal of the contract for supply of pipe chlorine with the downstream enterprise, striving for the expanding of production volume of the downstream enterprises to increase the supply of chlorine, and make the negotiation for the commercial contract for salt water reclamation with Bayer to ensure the pipe chlorine and alkali business. It will promote the new technology for preparation of chlorine. The Deacon project with the capacity of 100,000 tons has entered the preparing phase, and in 2017 the project will achieve the industrialization. It will make cooperation with the downstream enterprises to make technical study on the electrolysis of salt water, "going out" firmly. It will expand the border for the regions, products and industries through the innovation of technology (such as the new technology for vinyl material and chlorine fine chemical products) and the innovation of commercial mode (such as merger and acquisition, investment, joint venture and integration). Meanwhile it will build the development platform, strengthen the building of professional team, decide the object for merger and acquisition or investment, collect the information on reorganization of international chemical companies, select the target enterprise, and make the research and negotiation for development in the world to achieve the target of "going out". 23 / 74 2014 年年度报告 3) Operating plan Income plan Cost plan Expense plan New year's operating objective RMB 6.6 RMB 0.8 RMB 7.1 billion Gross profit of RMB 11 million billion billion Strategy and action adopted for realizing the objective (1) The Company will speed up the implementation of the strategic layout in the Chemical Park to set a sound basis for sustainable development. The adjustment on the layout of the Chemical Park by the Company is an important measure for implementation of the reorganization of the industrial structure raised by the 12th five-year plan of national chemical industry, and is the overall adjustment and optimization made under the deep change in domestic industry. This shall be of significant meaning for making the Company's main business bigger, stronger and better and enhancing the Company's overall competitive power. Therefore, in 2015 the Company needs to grasp the chances to speed up the pace for concentration in the Chemical Park, mainly promoting firmly the construction of key projects and focusing on the construction schedule and engineering quality. It needs to speed up the construction for the project of ethylene tank in the Chemical Park, adopting effective measures for the project progress to ensure the project completed on schedule. While speeding up the progress of the CPVC project with annual capacity of 40,000 tons, the Company not only needs to continue to strengthen the promotion of CPVC new products in the market, but also needs to promote the R&D on CPVC hybrid material with every efforts. In this way this project will make the Company transferred from the traditional chemical industry to new material field. Meanwhile, it will continue to perfect the industrialization technical process for the project of chlorine gas manufactured by hydrogen chloride through catalytic oxidation, speeding up the pace of the industrialization of the project. (2) The Company will adapt to the new and normal status for transformation development and enhance the management efficiency and level. In the chance for the Company's strategic adjustment and under the prerequisite condition for ensuring the current organization structure and system stable, the management efficiency and level will be enhanced significantly. In 2015 the Company needs to continue to make the work on dismissal of the employees. Aimed at the severe problem of disproportion of management personnel, the Company will strive to further streamline and optimize the personnel structure, and enhance the efficiency of the management personnel through streamlining the surplus personnel and keeping the core personnel. On the other hand it will continue to promote the utilization and disposal of the inefficient assets. It will research and decide the executive plan to dispose and reuse the stopped units or assets, strive to find the chance of transferring all the assets or making investment, such as selling the sodium hydroxide and the paste resin unit including the technique. Meanwhile it will tap the potential value of Caowu pipeline and Jinwu pipeline and try to transfer them to enhance the assets utilization ratio and optimize the assets structure. (3) Adhere to the development strategy of "going out" and grasp the chance for internationalization and globalization. The Company makes "going out " as its goal and the important driving force for its upgrading development in recent years. In 2015 the Company will further increase the pace of "going out" and promote the industrial adjustment aimed at global distribution. It will strengthen the ability of merger and acquisition, strive to find the projects in view of forward looking and systematicness, strengthen the research on the development trend of the business of merger and acquisition and the object of merger and acquisition, strengthen the professional capability for project valuation and risk evaluation, optimize the design for incentive and evaluation system, initiate the enthusiasm of the team, and boost the system flow for the project from decision-making to implementation. It will strengthen the research on the investment opportunities. It will make use of the chance of industrial integration to find the cost advantage area and build new development base through merger and acquisition. Based on the Company's positioning of advanced material, it will find the chemical products having high added value and good profitability and encouraged by national policy to enrich the Company's product chain and enhance the Company's whole profitability. It will continue to collect the information on relevant products and markets, trace the investment opportunity and technology source for merger and acquisition at home and abroad and strengthen the communication with the investment institution at home and abroad. Through hard work, it will make the Company "go out from chlor-alkali, go 24 / 74 2014 年年度报告 out from Shanghai and go out from China", boost the Company's "innovation, upgrading and transformation" and set solid basis for the Company's new development. 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) The sodium hydroxide market at home and abroad is still in decline. The keen low cost competition in international market makes the price of sodium hydroxide is lower than domestic market. The downstream industries such as chemical fiber, paper making, printing and dyeing and aluminium oxide are in depression with weak demand. The price of sodium hydroxide is still very low. This will influence the profitability of the Company's leading product sodium hydroxide. (b) The situation in the market of downstream is severe. Since the second half-year of 2014 TDI has been in difficulty with heavy loss for its gross profit. In 2015 Wanhua's 300,000 tons of capacity of TDI will be put into service, and the market competition will be more drastic. The rapid expansion of MDI causes the profitability decreasing greatly, and this product has already in low profit range. The structural surplus of PC in domestic market makes the domestic industrial operating rate in recent 5 years is lower than 60%, and most of the manufacturer get loss. This will possibly make influence on the operating rate of Huasheng Factory and the return on investment of the Company in the enterprises in Chemical Park. (c) The difference between the net value of stock assets in Wujing Base and the realized value of assets has made significant influence on the economic efficiency of the Company. (2) Countermeasures (a) Further implement the strategies and actions (1-3) 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. 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 □Applicable √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 √Applicable □Not applicable In 2014 the Ministry of Finance amended the No. 2 Enterprise Accounting Standard--Long-term Equity Investment, No. 9 Enterprise Accounting Standard--Employee's Rewards, No. 30 Enterprise Accounting Standard--Presentation in the Financial Statements, No. 33 Enterprise Accounting Standard--Consolidated Financial Statement, No. 39 Enterprise Accounting Standard--Measuring of Fair Value, No. 40 Enterprise Accounting Standard--Arrangement of Joint Operation, No. 41 25 / 74 2014 年年度报告 Enterprise Accounting Standard--Disposure of Equities in Other Entities and other standards, and requested the listed companies to implement them since July 1, 2014. Based on the issuing and amending of above accounting standards, the Company has made related change for original accounting policies. After this change the accounting policies adopted by the Company are 8 enterprise accounting standards issued by the Ministry of Finance since January 26, 2014, i.e., No. 2, No. 9, No. 30, No. 33, No. 37, No. 39, No. 40 and No. 41., and the Enterprise Accounting Standard--Basic Principle amended on July 23, 2014. See followings: (1) Particulars of the implementation of the No. 2 Enterprise Accounting Standard-- Long-term Equity Investment In accordance with the requirements of the Notice of the Ministry of Finance on Printing and Issuing Amendment, the Company reclassified the long-term equity investment with no control, with joint control or significant influence and with no offer in active market and with the fair value immeasurable into the accounting subject salable financial assets, and make retroactive adjustment. The change of this accounting policy only makes influence to two items in the financial statement, the salable financial assets and the long-term equity investment, but no any influence to the operating results and cash flow in 2013 and current period. (2) Particulars of the implementation of the No. 9 Enterprise Accounting Standard--Employee's Rewards In accordance with clause 31 of No. 9 Enterprise Accounting Standard--Employee's Rewards, the Company evaluated the arrangement of the employee's rewards and made the benefit plan, made acturial evaluation, and after the audit by BDO China Shu Lun Pan Certified Public Accountants LLP, adopted the retroactive adjustment to make relevant adjustment. The implementation of this accounting standard influences the Company's equity at beginning of 2014 (the owner's equity reduced by RMB 164,600,000.00), and makes the profit in 2014 increase by RMB 600,000.00. This does not make significant influence on the Company's profit or loss of current period. (3) Implementation of No. 30 Enterprise Accounting Standard--Presentation of the Financial Statements, No. 33 Enterprise Accounting Standard--Consolidated Financial Statements, No. 39 Enterprise Accounting Standard--Measurement of Fair Value, No. 40 Enterprise Accounting Standard--Arrangement of Joint Operation, and No. 41 Enterprise Accounting Standard--Disclosure of the Equity in Other Entities The employee's rewards, presentation of financial statements, consolidated financial statements, measurement of fair value, arrangement of joint operation and the equity in other entities in the financial statements before the change of the accounting policies have been calculated and disclosed according to above standards since July 1, 2014. The change of the accounting policies due to the implementation of the new standard should not make influence on the operating results and cash flow amount in 2013 and current year, so we need not to make retroactive adjustment. 3) The analysis and explanation of the Board of Directors on the reason and influence of the correction for important previous mistakes □Applicable √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 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 and executed the profit distribution plan.. The Company's 2013 profit distribution plan: 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 to all the shareholders, 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. This profit distribution plan was examined and passed by the Company's 2013 annual shareholders' meeting convened on May 7, 2014 and implemented on June 19, 2014. 26 / 74 2014 年年度报告 5. Proposal on profit distribution or on capital reserves transferred into share capital (1) 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 Dividend Ratio in the net Bonus for every Increased Net profit profit The year shares for 10 shares shares Amount of attributable to attributable to shareholders of the for every 10 held for every cash dividend Company in the shareholders of distribution shares (RMB) 10 shares (tax included) the Company consolidated held (tax held in consolidated statements statements (%) included) 2014 0 0 0 0 -592,502,499.95 0 2013 0 0.05 0 5,781,999.88 16,623,782.76 34.78 2012 0 0 0 0 102,542,136.82 0 6. 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 2014. The full text of the report was carried in the website of Shanghai Stock Exchange at the same day: www.sse.comc.cn。 27 / 74 2014 年年度报告 5. Major Events 1. Significant lawsuits, arbitrations and events generally questioned by the media □Applicable √Not applicable 2. Occupation of funds and the liquidation during the report period □Applicable √Not applicable 3. Transaction of assets and business merger □Applicable √Not applicable 4. Equity incentive of the Company and the influences □Applicable √Not applicable 5. Significant related transactions √Applicable □Not applicable 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, Shanghai Group Finance Co., Ltd. signed a frame agreement on finance Securities News, Securities Post service of 3 parties, through which Shanghai Huayi (Group) and Hong Kong Commercial Company shall make use of the self advantage for short-term Daily on May 29, 2012 and the financing and bond issuing and Shanghai Huayi Group Finance website of Shanghai Stock Co., Ltd. shall provide the Company with finance service as a Exchange: www.sse.com.cn non-banking financial institution to meet the Company's requirements for reducing financing cost in developing its business. The valid period of the agreement is 3 years. For many years the Company has always provided Shanghai China Securities News, Shanghai Tianyuan Group Shengde Plastic Co., Ltd. with SPVC special Securities News, Securities Post material needed by production. In order to reduce the influence of and Hong Kong Commercial the Company's adjustment for Wujing Base on Shanghai Tianyuan Daily and the website of Group Shengde Plastic Co., Ltd., the Company singned an Shanghai Stock Exchange: agreement for customized 10000 tons SPVC special material with www.sse.com.cn on October 9, Shanghai Tianyuan Group Shengde Plastic Co., Ltd. 2014. (1) Events not disclosed in provisional announcement Unit: RMB'0000 Ratio in total Pricing Type of Content of Amount of amount of Related Related principle of related related related transactions transaction party relation related transaction transaction transaction with same transaction type (%) Controlled Settled as per Shanghai Wujing subsidiary Purchase Material agreed price Chemical Co., 763.24 0.11 of parent goods purchase Ltd. company Shanghai Huayi Controlled Settled as per Purchase Material Energy Chemical subsidiary agreed price 906.04 0.13 goods purchase Co., Ltd. (original of parent 28 / 74 2014 年年度报告 name Shanghai company Carbonization Co., Ltd.) Shanghai Huayi Settled as per Controlled Tianyuan agreed price subsidiary Purchase Material Chemical 84.50 0.01 of parent goods purchase Logistics Co., company Ltd. Shanghai Settled as per Controlled Xintianyuan agreed price subsidiary Purchase Material Chemical 154.44 0.02 of parent goods purchase Transport Co., company Ltd. Wholly Settled as per Shanghai owned agreed price Purchase Material Chlor-Alkali subsidiary 612.92 0.09 goods purchase Creation Co., Ltd. of parent company Wholly Settled as per Shanghai Huayi owned agreed price Group Equipment Purchase Material subsidiary 167.50 0.02 Engineering Co., goods purchase of parent Ltd. company Wholly Settled as per Shanghai owned agreed price Chemical Supply Purchase Material subsidiary 21.63 0.00 and Marketing goods purchase of parent Co., Ltd. company Wholly Settled as per Shanghai Huayi owned agreed price New Energy Purchase Material subsidiary 1,197.63 0.17 Chemical Sales goods purchase of parent Co., Ltd. company Shanghai Huayi Controlled Settled as per Information subsidiary Purchase Material agreed price 116.33 0.02 Technology Co., of parent goods purchase Ltd. company Wholly Settled as per Shanghai Huayi owned agreed price Group Huayuan Purchase Material subsidiary 18.07 0.00 Chemical Co., goods purchase of parent Ltd. company Wholly Settled as per owned agreed price Shanghai Huayi Purchase Material subsidiary 1,164.06 0.16 Trade Co., Ltd. goods purchase of parent company Controlled Settled as per Shanghai White subsidiary Purchase Material agreed price Elephant & Swan 0.58 0.00 of parent goods purchase Battery Co., Ltd. company Shanghai Controlled Settled as per Accept Accept Zhongyuan subsidiary agreed price labour labour 20.00 0.00 Chemical Co., of parent service service Ltd. company Shanghai Chemical Settled as per Industry Inspection Wholly Accept Accept 343.92 0.05 29 / 74 2014 年年度报告 & Detection Co., owned labour labour agreed price Ltd. (original subsidiary service service Shanghai Chemical of parent Industry Pressure Vessel Inspection company Co., Ltd.) Shanghai Huayi Settled as per Controlled Tianyuan Accept Accept agreed price subsidiary Chemical labour labour 3,689.25 0.51 of parent Logistics Co., service service company Ltd. Shanghai Settled as per Controlled Xintianyuan Accept Accept agreed price subsidiary Chemical labour labour 298.66 0.04 of parent Transport Co., service service company Ltd. Wholly Settled as per Shanghai owned Accept Accept agreed price Chlor-Alkali subsidiary labour labour 2,839.41 0.39 Creation Co., Ltd. of parent service service company Wholly Settled as per Shanghai Huayi owned Accept Accept agreed price Engineering Co., subsidiary labour labour 13,650.12 1.90 Ltd. of parent service service company Shanghai Huayi Controlled Settled as per Accept Accept Information subsidiary agreed price labour labour 361.94 0.05 Technology Co., of parent service service Ltd. company Controlled Settled as per Shanghai Dye Accept Accept subsidiary agreed price Research Institute labour labour 0.18 0.00 of parent Co., Ltd. service service company Shanghai Huayi Settled as per Energy Chemical Controlled agreed price Co., Ltd. (original subsidiary Sell Product sale 425.43 0.07 name Shanghai of parent commodities Carbonization company Co., Ltd.) Wholly Settled as per Shanghai Huayi owned agreed price Group Huayuan Sell subsidiary Product sale 85.37 0.01 Chemical Co., commodities of parent Ltd. company Controlled Settled as per Shanghai 3F New subsidiary Sell agreed price Materials Co., Product sale 3,484.56 0.53 of parent commodities Ltd. company Shanghai Huayi Settled as per Controlled Tianyuan agreed price subsidiary Sell Chemical Product sale 294.60 0.05 of parent commodities Logistics Co., company Ltd. Shanghai Wholly Settled as per Sell Chlor-Alkali owned Product sale agreed price 63.24 0.01 commodities Creation Co., Ltd. subsidiary 30 / 74 2014 年年度报告 of parent company Wholly Settled as per Shanghai owned agreed price Tianyuan Group Sell subsidiary Product sale 4,687.62 0.73 Shengde Plastic commodities of parent Co., Ltd. company Wholly Settled as per owned agreed price Shanghai Resin Sell subsidiary Product sale 37.79 0.01 Factory Co., Ltd. commodities of parent company Controlled Settled as per Shanghai Huayi subsidiary Sell agreed price Acrylic Acid Co., Product sale 296.08 0.05 of parent commodities Ltd. company Wholly Settled as per Shanghai owned agreed price Chemical Supply Sell subsidiary Product sale 316.63 0.05 and Marketing commodities of parent Co., Ltd. company Controlled Settled as per Shanghai Peony subsidiary Sell agreed price Printing Ink Co., Product sale 12.34 0.00 of parent commodities Ltd. company Shanghai Settled as per Huntsman Affiliated Sell agreed price Product sale 295.20 0.05 Polyurethane Co., company commodities Ltd. Wholly Settled as per owned agreed price Shanghai Sanaisi Sell subsidiary Product sale 1.49 0.00 Reagent Co., Ltd. commodities of parent company Controlled Settled as per Shanghai Yiping subsidiary Sell agreed price Product sale 22.50 0.00 Pigment Co., Ltd. of parent commodities company Shanghai Huayi Settled as per Energy Chemical Controlled agreed price Co., Ltd. (original subsidiary Rendering of Rendering of 132.36 0.02 name Shanghai of parent service service Carbonization company Co., Ltd.) Shanghai Huayi Settled as per Controlled Tianyuan agreed price subsidiary Rendering of Rendering of Chemical 317.77 0.05 of parent service service Logistics Co., company Ltd. Wholly Settled as per Shanghai Huayi owned agreed price Rendering of Rendering of Engineering Co., subsidiary 32.50 0.01 service service Ltd. of parent company Shanghai Huayi Wholly Rendering of Rendering of Settled as per 110.36 0.02 Polymer Co., Ltd. owned service service agreed price 31 / 74 2014 年年度报告 subsidiary of parent company Shanghai Settled as per Huntsman Affiliated Rendering of Rendering of agreed price 5.44 0.00 Polyurethane Co., company service service Ltd. Controlled Settled as per Shanghai 3F New subsidiary Rendering of Rendering of agreed price Materials Co., 8.55 0.00 of parent service service Ltd. company Total / 37,040.25 5.33 Particulars for return sales of big quantity The necessity and The transaction between the Company and related parties, is that the Company pays persistence of the expenditure for service and trusteeship business, for purchase of raw material, sales related transaction, of product and other recurring business operations and for stripping non-recurring the reason for select assets and non-central business. Such transactions are the necessary supplement for the related party the coordination based on specialization and mutual transfer of predominance (not other party in between the Company and its controlling shareholder and part of subordinate the market) to make enterprises, and they will continue to exist. transaction The influence of the This makes no impacts on the Company's independence. related transaction on the Company's independence. 2) 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 shoud have the book value of RMB 141,910,000 and evaluated value of RMB 108,420,000. On May 28, 2014, the Company signed a transfer agreement with Shanghai Paint Co., Ltd. in the evaluated price of RMB 108,420,000 and completed the assets transfer on November 11, 2014, when the Company got the Shanghai real estate warrants for this land lot. On February 13, 2015 the Company completed the transfer procedure with Shanghai Paint Co., Ltd. 3) Significant related transactions for joint investment (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 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 provisional announcement Unit: RMB'0000 Related Related parties provide fund to the Related party Provide fund to related parties relation listed Company 32 / 74 2014 年年度报告 Beginning Closing Beginning Closing Amount Amount balance balance balance balance Wholly Shanghai owned Tianyuan Group subsidiary 804.04 1,396.29 2,200.33 Shengde Plastic of parent Co., Ltd. company Shanghai Huayi Energy Chemical Controlled Co., Ltd. (original subsidiary name Shanghai 120.61 120.95 241.56 of parent Carbonization Co., company Ltd.) Controlled Shanghai 3F New subsidiary Materials Co., 12.14 22.70 34.84 of parent Ltd. company Wholly Shanghai Huayi owned Engineering Co., subsidiary 6,645.42 -3,691.22 2,954.20 1.51 15.01 16.52 Ltd. of parent company Shanghai Huntsman Affiliated 12.78 -12.78 0.00 Polyurethane Co., company Ltd. Controlled Shanghai Peony subsidiary Printing Ink Co., 0.44 1.42 1.86 of parent Ltd. company Shanghai Huayi Controlled Tianyuan subsidiary Chemical 0.45 41.91 42.36 0.00 111.89 111.89 of parent Logistics Co., company Ltd. Wholly owned Shanghai Resin subsidiary 2.29 4.58 6.87 Factory Co., Ltd. of parent company Wholly owned Shanghai Paint subsidiary 0.47 0.00 0.47 Co., Ltd. of parent company Wholly Shanghai owned Chlor-Alkali subsidiary 0.00 17.37 17.37 6.69 78.47 85.16 Creation Co., of parent Ltd. company Controlled Shanghai Dye subsidiary 0.00 37.62 37.62 chemical plant of parent company Controlled Shanghai Soap subsidiary 0.00 33.35 33.35 Co., Ltd. of parent 33 / 74 2014 年年度报告 company Wholly owned Shanghai Huayi subsidiary 0.00 76.43 76.43 Polymer Co., Ltd. of parent company Controlled Shanghai Huayi subsidiary Acrylic Acid Co., 0.00 54.53 54.53 of parent Ltd. company Wholly Shanghai Huayi owned New Energy subsidiary 0.03 0.06 0.09 Chemical Sales of parent Co., Ltd. company Shanghai Chemical Industry Inspection Wholly & Detection Co., owned Ltd. (original Shanghai Chemical subsidiary 0.00 10.52 -2.68 7.84 Industry Pressure of parent Vessel Inspection company Co., Ltd.) Shanghai Controlled Xintianyuan subsidiary Chemical 0.96 24.41 25.37 of parent Transport Co., company Ltd. Shanghai Huayi Controlled Information subsidiary 0.00 9.91 9.91 Technology Co., of parent Ltd. company Wholly Shanghai owned Chemical Supply subsidiary 25.30 -0.18 25.12 and Marketing of parent Co., Ltd. company Controlled Shanghai Soap subsidiary 0.00 0.00 0.54 0.54 Co., Ltd. of parent company Controlled Shanghai White subsidiary Elephant & Swan 0.00 0.00 0.06 0.06 of parent Battery Co., Ltd. company Shanghai Huayi Controlling (Group) 157,661.84 4.40 157,666.24 shareholder Company Shanghai Huayi Controlled Group subsidiary Construction 2.85 -2.85 0.00 of parent Cost Consultation company Co., Ltd. Shanghai Shenyu Controlled Medicine subsidiary 0.00 0.02 0.02 Chemical Co., of parent Ltd. company 34 / 74 2014 年年度报告 Wholly Shanghai owned Huifeng Resin subsidiary 0.00 5.14 5.14 Factory of parent company Shanghai Huayi Controlled Group Huayuan subsidiary 0.00 2.61 2.61 Chemical Co., of parent Ltd. company Controlled Shanghai Sanaisi subsidiary 0.00 0.08 0.08 Reagent Co., Ltd. of parent company Controlled Shanghai Peony subsidiary Printing Ink Co., 0.00 0.14 0.14 of parent Ltd. company Controlled Shanghai Dye subsidiary Chemical Sales 0.00 0.03 0.03 of parent Co., Ltd. company Shanghai Huayi Affiliated Group Finance 0.00 51.02 51.02 company Co., Ltd. Total 7,598.67 -1,896.79 5,701.88 157,709.67 298.02 158,007.69 During the report period the amount of the fund supplied by the -18,967,900.00 Company to its controlling shareholder and subsidiaries (RMB) Balance of the fund supplied by the Company to its controlling 57,018,800.00 shareholder and subsidiaries (RMB) Reason for related creditor's rights and debts Formed from purchase and sale in regular production operation Impacts of related creditor's rights and debts to the No influence on the Company's operating Company's operation results and financial status results and financial status 6. Important contracts and the implementation 1) Trusteeship, contracting and leasing √Applicable □Not applicable (1) Leasehold Unit: RMB'0000 Basis for Amount deciding Beginning Income Related Leased related to End date of the Related Lessor Lessee date of on transaction assets leased leasing income relation leasing leasing or not asset on leasing Shanghai Shanghai Chlor-Alkali Huayi Settled Controlled Chemical Tianyuan Fixed as per subsidiary 5,882.25 2014-01-01 2014-12-31 1,049.40 Yes Co., Ltd. Chemical assets agreed of parent Logistics price company Co., Ltd. Shanghai Shanghai Wholly Chlor-Alkali Tianyuan Settled owned Chemical Co., Group Fixed as per 713.54 2014-01-01 2014-12-31 900.00 Yes subsidiary Ltd. Shengde assets agreed of parent Plastic price company Co., Ltd. 35 / 74 2014 年年度报告 (2) Particulars of guarantee □Applicable √Not applicable 7. Engaging and dismissing of the public accounting firm Unit: RMB'0000 Whether change public accounting firm or not: No Now engage Name of the domestic public accounting firm BDO China Shu Lun Pan Certified Public Accountants LLP Reward to the domestic public accounting firm 88 Service age of domestic public accounting firm 4 Name Reward Accounting firm for internal BDO China Shu Lun Pan Certified 35.2 control Public Accountants LLP 8. The influence of the implementation of new accounting standards on the consolidated financial statements In accordance with the No. 2 Enterprise Accounting Standard--Long-term Equity Investment, No. 9 Enterprise Accounting Standard--Employee's Rewards, No. 30 Enterprise Accounting Standard--Presentation of Financial Statements and No. 33 Enterprise Accounting Standard--Consolidated Financial Statements amended by the Ministry of Finance and the No. 39 Enterprise Accounting Standard--Measurement of Fair Value, No. 40 Enterprise Accounting Standard--Arrangement of Joint Operation and No. 41 Enterprise Accounting Standard--Disclosure of the Equity in Other Entities issued by the Ministry of Finance, the Company has made amendment on original accounting policies. After this change the accounting policies adopted by the Company are 8 enterprise accounting standards issued by the Ministry of Finance since January 26, 2014, i.e., No. 2, No. 9, No. 30, No. 33, No. 37, No. 39, No. 40 and No. 41., and the Enterprise Accounting Standard--Basic Principle amended on July 23, 2014. Among them, the implementation of the No. 2 Enterprise Accounting Standard--Long-term equity investment, No. 30 Enterprise Accounting Standard--Presentation of the Financial Statements, No. 33 Enterprise Accounting Standard--Consolidated Financial Statements, No. 39 Enterprise Accounting Standard--Measurement of Fair Value, No. 40 Enterprise Accounting Standard--Arrangement of Joint Operation and No. 41 Enterprise Accounting Standard--Disclosure of the Equity in Other Entities makes no influence on the operating results and cash flow amount in 2013 and current year, so the Company needs not to make retroactive adjustment. For implementation of No. 9 Enterprise Accounting Standard--Employee's Rewards, the Company makes relevant adjustment through retroactive adjustment method. The implementation influences the Company's equity at beginning of 2014 (the owner's equity reduced by RMB 164,600,000.00), and makes the profit in 2014 increase by RMB 600,000.00. This does not make significant influence on the Company's profit or loss of current period. 1) The influence of the change of the standard for long-term equity investment on the consolidated financial statements (1) Unit: RMB Shareholders' December 31, 2013 equity attributed to Shareholders' Invested unit parent Salable financial equity Long-term equity company on attrubuted to investment (+/-) assets (+/-) January 1, parent company 2013 (+/-) (+/-) China Textile Machinery Co., Ltd. -2,095,000.00 2,095,000.00 China Petro Chemical Shanghai -900,000.00 900,000.00 Petrochemical Co., Ltd. Shanghai Lianheng Isocyanic Ester Co., -139,961,549.50 139,961,549.50 Ltd. 36 / 74 2014 年年度报告 Suzhou Tianyuan Logistics Co., Ltd. -1,340,890.20 1,340,890.20 Beijing Yinzhao Information Technology -1,646,060.19 1,646,060.19 Co., Ltd. Shanghai Huayi Tianyuan Chemical -75,406,591.18 75,406,591.18 Logistics Co., Ltd. Shanghai Huayi Group Finance Co., Ltd. -30,000,000.00 30,000,000.00 Shenyin & Wanguo Securities Co., Ltd. -1,250,000.00 1,250,000.00 Shanghai Baoding Investment Co., Ltd. -62,500.00 62,500.00 Tianjin Tiannu Chemical Group Co., Ltd. -239,957.55 239,957.55 Bank of Shanghai Co., Ltd. -7,307,758.85 7,307,758.85 Total -260,210,307.47 260,210,307.47 2) The influence of the change of the standard for employee's rewards Unit: RMB Long-term wages payable on January 1, 2014 Shareholders' equity attributed to parent (+/-) company on January 1, 2014 (+/-) 164,600,000 164,600,000 Note on the influence of the change of the standard for employee's rewards The change of the standard for employee's rewards makes the Company's shareholders' equity at beginning of 2014 decrease by RMB 164,600,000.00. 9. Description on other significant events □Applicable √Not applicable 37 / 74 2014 年年度报告 6. Changes of Share Capital 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. Issuing and listing of securities 1) 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 of total number and structure of the Company's shares caused by bonus share, rationed share or other reason. 3. Information of the shareholders and the actual controller 1) Number of shareholders: Number of shareholders at end of the report period 98,752 Number of shareholders at end of the fifth trading day before the 92,187 disclosing date for annual report 2) Top 10 shareholders and top 10 holders of tradable share (or the shareholders with no limited sales condition) at end of the report period: Unit: Share Top 10 shareholders Shares Pledged or Increase or with frozen Closing decrease in Ratio limited Nature of Name of shareholder (in full) balance of Status the report (%) sales Quantit shareholder shares held of period conditions y share held Shanghai Huayi (Group) 0 581,592,347 50.29 0 None 0 State-owned Company SCBHK A/C BBH S/A VANGUARD EMERGING Overseas 0 8,649,032 0.75 0 None 0 MARKETS STOCK INDEX legal person FUND GUOTAI JUNAN Overseas SECURITIES(HONGKONG) 2,429,028 3,044,228 0.26 0 None 0 legal person LIMITED State-owned Bank of China Wuxi Branch 0 2,605,981 0.23 0 None 0 legal person VANGUARD TOTAL Overseas INTERNATIONAL STOCK 695,600 2,535,800 0.22 0 无 0 legal person INDEX FUND Customer credit trading guarantee securities account 1,630,786 1,843,401 0.16 None Other of Hongyuan Securities Co., Ltd. Overseas Fang Jianwei 1,719,476 1,719,476 0.15 0 None 0 natural person 38 / 74 2014 年年度报告 Customer credit trading guarantee securities account 1,382,962 1,502,864 0.13 None Other of Haitong Securities Co., Ltd. Domestic Chen Cailin 0 1,399,248 0.12 0 None 0 natural person CB LONDON A/C LEGAL AND GENERAL Overseas 100,000 1,200,450 0.10 0 None 0 ASSURANCE (PENSIONS legal person MANAGEMENT) LTD Top 10 shareholders with no limited sales condition Number of tradable Type and number of share shares with no Name of shareholder limited sales Type Quantity condition held Shanghai Huayi (Group) Company Renminbi ordinary 581,592,347 581,592,347 share SCBHK A/C BBH S/A VANGUARD Domestic listed EMERGING MARKETS STOCK 8,649,032 8,649,032 foreign capital share INDEX FUND GUOTAI JUNAN Domestic listed 3,044,228 3,044,228 SECURITIES(HONGKONG) LIMITED foreign capital share Bank of China Wuxi Branch Renminbi ordinary 2,605,981 2,605,981 share VANGUARD TOTAL Domestic listed INTERNATIONAL STOCK INDEX 2,535,800 2,535,800 foreign capital share FUND Customer credit trading guarantee Renminbi ordinary securities account of Hongyuan Securities 1,843,401 1,843,401 share Co., Ltd. Fang Jianwei Domestic listed 1,719,476 1,719,476 foreign capital share Customer credit trading guarantee Renminbi ordinary securities account of Haitong Securities 1,502,864 1,502,864 share Co., Ltd. Chen Cailin Domestic listed 1,399,248 1,399,248 foreign capital share CB LONDON A/C LEGAL AND Domestic listed GENERAL ASSURANCE (PENSIONS 1,200,450 1,200,450 foreign capital share MANAGEMENT) LTD Since January 12, 2009 the Company's shares have been tradable in full, and it now has no shareholder with limited sales condition. The Company has not learned whether related Remark on related relations or concerted relation exists between above shareholders or whether above actions between above shareholders shareholders belong to the concerted actors stipulated in the "Management Method for Information Disclosure for Change of Shares Held by the Shareholders of Listed Companies". 4. Change of controlling shareholder and actual controller 1) The controlling shareholder (1) Legal person Unit: RMB'0000 39 / 74 2014 年年度报告 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 Main business medical products and equipment, installation, maintenance and contracted service for projects of chemical and medical equipment. Achieve the "1350" strategic objective: Through hard work for several years, the sales income will reach RMB 100 billion, the market share Future development strategy of a batch of core products will be at leading position, it will reach among top 3 in 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 or overseas listed companies 65.66% equity interest of Double Coin Holdings Limited and 31.53% during the report period equity interest of Shanghai Sanaifu New Material Co., Ltd.. 2) The actual controller (1) Legal person Unit: RMB Name State-owned Assets Supervision and Administration Commission of Shanghai Municipal Government (2) The block diagram for property right and control relation between the Company and its actual controller 40 / 74 2014 年年度报告 7. Particulars of the Preference Shares During the report period the Company had no preference share. 41 / 74 2014 年年度报告 8. Particulars of the Directors, Supervisors, Senior Executives and Staff Members 1. Changes in shareholding and particulars of rewards 1) Particulars of Directors, Supervisors and senior executives (including the ones leaving post during the report period) Unit: Share Reward got from the Company Wage in the Start date Shares Increase End date of Shares held at Reason of during the report shareholder's Name Position (note) Gender Age of office held at or office term year-beginning change period unit in the term year-end decrease (RMB'0000)(before report period tax) Huang Chairman of 12/30/2014 12/20/2015 0 0 0 0 Male 56 Dailie the Board Director, Party Hu secretary and deputy general Male 59 12/20/2012 12/20/2015 0 0 0 76.9 Yongkang manager Director, general He Gang manager and Male 46 12/20/2012 12/20/2015 14,000 14,000 0 84 deputy Party secretary Wang 12/20/2012 12/20/2015 0 0 0 0 Director Male 48 Zhenjin Employee's 12/20/2012 12/20/2015 0 0 0 60.80 Yu Zhaojun representative Male 56 director Li Independent 12/20/2012 12/20/2015 0 0 0 10 Male 40 Zengquan Director Zhang Independent 12/30/2014 12/20/2015 0 0 0 0 Male 52 Guoming Director Shao Independent 12/30/2014 12/20/2015 0 0 0 0 Male 50 Zhengzhong Director Zhang Outside Male 44 12/20/2012 12/20/2015 0 0 0 11.32 42 / 74 2014 年年度报告 Wenlei Director Chairman of 09/17/2013 12/20/2015 0 0 0 0 Chen Yao Supervisory Male 51 Committee Yu Bin Supervisor Male 40 12/20/2012 12/20/2015 0 0 0 0 Dong Yan Supervisor Female 41 12/20/2012 12/20/2015 0 0 0 45.30 Wang Employee 12/20/2012 12/20/2015 0 0 0 34.80 Female 53 Minchun Supervisor Wang Employee 12/20/2012 12/20/2015 0 0 0 74.40 Male 52 Linzao Supervisor Cao Jinrong CFO Male 40 12/20/2012 12/20/2015 0 0 0 54.64 Deputy 12/20/2012 12/20/2015 0 0 0 64.50 Chen Jiang general Male 50 manager Deputy 12/20/2012 12/20/2015 0 0 0 64.10 Yuan general Male 47 Maoquan manager Deputy 11/07/2014 12/20/2015 0 12,500 12,500 Buy in 0 Wang Hao general Male 48 second manager market Secretary of 12/20/2012 12/20/2015 0 0 0 56.90 Xu Peiwen the Board of Male 59 Directors Chairman of 12/20/2012 10/29/2014 865 865 0 0 Li Jun Male 55 the Board Wang Independent 12/20/2012 12/30/2014 0 0 0 10 Male 56 Kaiguo Director Independent 12/20/2012 12/30/2014 0 0 0 10 Lu Yiping Male 69 Director Deputy 12/20/2012 09/16/2014 0 0 0 57.10 Zhang general Male 40 Junjun manager Total / / / / / 14,865 27,365 12,500 / 714.76 / 43 / 74 2014 年年度报告 Name Main work of recent 5 years He used to be the Deputy Party secretary, executive Director and general manager of Shanghai Huayi Group Enterprise Development Co., Ltd. and manager of Enterprise Adjustment Department of Huayi Group. Now he is Chairman of the Board of Shanghai Chlor-Alkali Huang Dailie Chemical Co., Ltd., member of CPC Committee of Shanghai Huayi (Group) Company, Director, chairman of trade union and chairman of Shanghai municipal chemical trade union. He used to be general manager, Party secretary and Chairman of the Board of Shanghai Wujin Chemical Co., Ltd. Now he is the Director, Hu Yongkang Party secretary and deputy general manager of Shanghai Chlor-Alkali Chemical Co., Ltd. He used to be the manager of marketing department of Shanghai Chlor-Alkali Chemical Co., Ltd., assistant general manager, deputy general He Gang 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. 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 Wang Zhenjin 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. He used to be Party secretary of PVC factory of Shanghai Chlor-Alkali Chemical Co., Ltd. Now he is the employee's representative director, Yu Zhaojun Deputy Party secretary, secretary of Party discipline committee and chairman of trade union 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, Independent Director of Haibo Share and financial consultation expert of Xuhui District State-owned Assets Supervision and Li Zengquan Administration Commission, has got the title of Twilight Scholar. Now he is the vice dean of Accounting Institute of Shanghai University of Finance and orienttreasureconomics, proofreader of orienttreasureconomic Research and many other authoritive periodicals, member of editorial board of China Journal of Accounting Research, Independent Director of Oriental Fortune, Independent Director of East China Computer, Independent Director of Shenneng Share and Independent Director of Shanghai Chlor-Alkali Chemical Co., Ltd. He used to be the deputy general manager of Shanghai Lianfa Property Management Development Company, executive director of Hong Kong Tianhe Asset Management Company, Independent Director of Shanghai Qiangsheng Holdings Co., Ltd and Chairman of the Board of Zhang Shanghai Jiaxiang Investment Co., Ltd. Now he is Chairman of the Board of Shanghai Nowei Investment Management Co., Ltd., Chairman Guoming of the Board of Shanghai Dingli Refreshing Technology Co., Ltd., Dongfeng Electronic Science and Technology Co., Ltd., Independent Director of Shanghai Xinpeng Industrial Co., Ltd. and Independent Director of Shanghai Chlor-Alkali Chemical Co., Ltd. He used to be the lecturer of material science department of Fudan University, the lecturer, associate professor, subdean and professor of Fudan University and associate professor of biology research institute of Aarhus University in Denmark. Now he is the doctoral tutor in Shao polymer science department of Fudan University. He is also the councilor of Shanghai Municipal Chemistry & Chemical Engineering Zhengzhong Association, subeditor of Journal of Materials Chemistry-B of Britain Royal Society of Chemistry (RSC) and member of multiple academic committee, and the Independent Director of Shanghai Chlor-Alkali Chemical Co., Ltd. He used to be deputy chief of technical operation department, chief of general department and deputy secretary general of China Chlor-Alkali Zhang Wenlei Industry Association. Now he is vice chairman and secretary general of China Chlor-Alkali Industry Association, routine councilor of China 44 / 74 2014 年年度报告 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. He used to be the manager of foreign cooperation department of Shanghai Huayi (Group) Company, Party secretary and deputy general Chen Yao 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. He used to be the deputy general manager, CFO, manager of finance department of Huayi Group Enterprise Development Co., Ltd., and Yu Bin deputy general manager of financial department of Shanghai Huayi (Group) Company. Now he is the general manager of Shanghai Minhang Huayi Petty Loan Co., Ltd. and Supervisor of Shanghai Chlor-Alkali Chemical Co., Ltd. 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 Dong Yan 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. He used to be deputy Party secretary, secretary of Party disciplinary committee and chairman of trade union of PVC factory of Shanghai Wang Minchun 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. He used to be the manager of production control department of Shanghai Chlor-Alkali Chemical Co., Ltd. and deputy general manager of Wang Linzao 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. He used to be the deputy manager of assets department of Shanghai Huayi (Group) Company and deputy general manager of Shanghai Huayi Cao Jinrong Group Investment Co., Ltd. Now he is the CFO of Shanghai Chlor-Alkali Chemical Co., Ltd. He used to be manager of technical development department of Shanghai Chlor-Alkali Chemical Co., Ltd. and assistant general manager of Chen Jiang Shanghai Chlor-Alkali Chemical Co., Ltd. Now he is the deputy general manager of Shanghai Chlor-Alkali Chemical Co., Ltd. He used to be the workshop chief engineer of PVC plant of Shanghai Chlor-Alkali Chemical Company, assistant chief and routine deputy Yuan Maoquan 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. He used to be the assistant manager of technical development department of Shanghai Chlor-Alkali Chemical Co., Ltd. and deputy general Wang Hao manager of Shanghai Huntsman Polyurethane Co., Ltd. Now he is the deputy general manager of Shanghai Chlor-Alkali Chemical Co., Ltd. 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 the Xu Peiwen Board Secretary's office of Shanghai Chlor-Alkali Chemical Co., Ltd. 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 China Chlor-Alkali Li Jun Industry Association and vice chairman of Shanghai Stock Company Association. On October 29, 2014, he leave the post of Chairman of the Board 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. On December 30, 2014, he left the 45 / 74 2014 年年度报告 post of Independent Director of Shanghai Chlor-Alkali Chemical Co., Ltd. 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 Lu Yiping 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. On December 30, 2014, he left the post of Independent Director of Shanghai Chlor-Alkali Chemical Co., Ltd. 2) Equity incentive awarded to the Director, Supervisor and senior executives during the report period □Applicable √Not applicable 2. Particulars of Directors, Supervisors and senior executives (including the ones leaving post during the report period) 1) Position in shareholder's unit √Applicable □Not applicable Name Name of shareholder's unit Position in the shareholder's unit Start date of office term Huang Dailie Shanghai Huayi (Group) Company Member of CPC Committee, 04/01/2008 Director, chairman of trade union Wang Zhenjin Shanghai Huayi (Group) Company General manager of assets 09/01/2008 department Chen Yao Shanghai Huayi (Group) Company Secretary of Party discipline 10/01/2011 committee, vice chairman of Supervisory Committee 2) Position in other units √Applicable □Not applicable Name Name of other unit Position in other unit Start date of office term Hu Yongkang Shanghai Chlor-Alkali Machinery Co., Ltd. Chairman of the Board 03/01/2012 He Gang Shanghai Lianheng Isocyanic Acid Grease Co., Director 04/01/2011 Ltd. He Gang Shanghai Huntsman Polyurethane Co., Ltd. Chairman of the Board 08/01/2013 He Gang Shanghai Huayi Group Fiscal Responsibility Director 03/01/2012 Co., Ltd. Li Zengquan East Money Information Co., Ltd. Independent Director 01/22/2014 Li Zengquan Shanghai East China Computer Co., Ltd. Independent Director 04/19/2014 46 / 74 2014 年年度报告 Li Zengquan Shenneng Co., Ltd. Independent Director 05/20/2014 Zhang Wenlei Hebei Jinniu Chemical Co., Ltd. Independent Director 06/08/2011 Wang Linzao Shanghai Jinyuan Tap Water Co., Ltd. Director 07/01/2011 Chen Jiang Shanghai Dakai Plastic Co., Ltd. Chairman of the Board 03/01/2011 Chen Jiang Shanghai Huayi Tianyuan Chemical Logistics Director 03/01/2010 Co., Ltd. Cao Jinrong Shanghai Luwei Plastics Co., Ltd. Chairman of the Board 02/01/2013 Cao Jinrong Shanghai Ruisheng Enterprises Co., Ltd. Executive director 03/01/2012 Wang Hao Shanghai Huntsman Polyurethane Co., Ltd. Director 08/01/2013 3. Rewards of Directors, Supervisors and senior executives Decision-making process for rewards to The reward to Directors, Supervisors and senior executives is decided by the salary & checking committee of Directors, Supervisors and senior executives the Company. The basis for deciding Rewards to Directors, Distributed according to the "Checking and Evaluation Methods on the Reward to Directors, Supervisors and Supervisors and senior executives Senior Executives" of the Company The rewards of the Directors, Supervisors and The Board of Directors decided the reward standard for the Directors, Supervisors and Senior Executives get Senior Executives payable salary from the Company and paid the reward monthly in accordance with the Company's unified salary management system and the annual 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 and Senior Executives at end of the RMB 7,147,600 report period 4. Change of Directors, Supervisors and senior executives Name Position Change Reason of change Director, Chairman Elected the Director by the Company's 2014 first provisional shareholders' meeting on December 30, 2014. Huang Dailie Engaged of the Board In the same day, he was elected Chairman of the Board by 16th meeting of 8th Board of Directors. Zhang Guoming Independent Engaged Elected the Independent Director by the Company's 2014 first provisional shareholders' meeting on Director December 30, 2014. Shao Zhengzhong Independent Engaged Elected the Independent Director by the Company's 2014 first provisional shareholders' meeting on Director December 30, 2014. Wang Hao Deputy general Engaged Engaged by 14th meeting of 8th Board of Directors on November 7, 2014. manager 47 / 74 2014 年年度报告 Li Jun Chairman of the Leave For work need, request to resign from the post on October 29, 2014. Board post Wang Kaiguo Independent Leave For work need, request to resign from the post on October 29, 2014, and the resignation was valid since Director post December 30, 2014. Lu Yiping Independent Leave For work need, request to resign from the post on December 11, 2014, and the resignation was valid since Director post December 30, 2014. Zhang Junjun Deputy general Leave For work need, request to resign from the post on September 16, 2014. manager post 48 / 74 2014 年年度报告 5. Employees of the parent company and main subsidiaries 1) Particulars of employees Number of in-service employees of the parent company 1,368 Number of in-service employees of main subsidiaries 373 Total number of in-service employees 1,741 Number of retired employees borne by the parent 4,188 company and main subsidiaries Profession structure Type of profession Number of people Production personnel 903 Sales people 47 Technical personnel 134 Financial personnel 26 Administrative personnel 258 Total 1,368 Education level Education level Number of people Bachelor degree or higher 276 Junior college 358 Senior high school (technical secondary school) 592 Lower than senior high school 142 Total 1,368 2) Salary policy The Company implements the "Position Level Salary Measures of Shanghai Chlor-Alkali Chemical Co., Ltd.". 3) Training plan In 2014 the Company made training for 11,643 mentimes. The training includes front line employees of 7,854 mentimes, accounting for 67.46% of total. The main train content: post operation training, all special work training (including the training for obtaining certificate of post), QHSE training, all staff training for safety month and quality month, post change training, skill grade training (including the training for certificate), and the training for enhancing the management skill of first-line manager. There were 3,789 men-times of training for non front line employees, accounting for 32.54% of the total training numbers. Main training content: Training for qualification of new manager, experience training for management team, 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. 49 / 74 2014 年年度报告 4) Statistical chart for profession 5) Statistical chart for education level 50 / 74 2014 年年度报告 9. Company Governance 1. Company governance and registration management for insider The Company kept on improving the Company's corporate governance structure, regulating its operation and strengthening its internal management strictly in accordance with the provisions and requirements of the Company Law, Securities Law and the Management Principle of the Listed Companies and the files for company's governance issued by China Securities Regulatory Committee and Shanghai Stock Exchange. The Board of Directors deems that, the actual conditions of the Company's corporate governance structure have no difference compared with the requirements in the Management Principle of the Listed Companies. During the report period the Company implemented the Management System on Registration of Learners of Insider Information strictly and made the insider information security work further well to safeguard the interests of the shareholders. 2. Brief introductions to the shareholders' meetings Index on the Date for appointed carrying The meeting Date Name of motions Resolutions website for the carrying the resolutions resolution 1. Examined 2013 Annual Report and the Abstract; 2. Examined 2013 Work Report of the Board of Directors; 3. Examined 2013 Work Report of the Supervisory Committee; 4. Examined the Motion on 2013 Final Accounts and 2014 Financial Budget; 5. Examined the 2013 annual Proposal for 2013 Examined shareholders' 05/07/2014 www.sse.com.cn 05/08/2014 Profit Distribution; and passed meeting 6. Examined the Motion on Application for Financing Credit Limit in 2014; 7. Examined the Motion on Engagement of the Auditor for the Company's 2014 Annual Report and Payment for the Reward of 2013; 8. Examined the Motion on Engagement of the 51 / 74 2014 年年度报告 Auditor for the Company's internal control and Payment for the Reward of 2013; 9. Examined the 2013 Duty Performance Report of the Independent Directors. 1. Examined the Motion on Election of New Director of the Company, electing Mr. Huang Dailie the Director of 8th Board of Directors; 2. Examined the Motion on Election 2014 1st of New provisional Examined 12/30/2014 Independent www.sse.com.cn 12/31/2014 shareholders' and passed Directors meeting 2.1 Elected Mr. Zhang Guoming the Independent Director of 8th Board of Directors; 2.2 Elected Mr. Shao Zhengzhong the Independent Director of 8th Board of Directors. 3. Duty performance of the Directors 1) Attendance of Directors in Board meetings and shareholders' meetings Particulars of attendance Particulars of attendance in Board meetings in Independent shareholders' Name of Director or meetings Director not Attendances Required Attendances Attendances not in person number of Attendances Entrusted in through Absences successively attendances in person attendances shareholders' communication for 2 times this year meeting or not Huang No 1 1 0 0 0 No 1 Dailie Hu No 9 9 6 0 0 No 2 Yongkang He Gang No 9 9 6 0 0 No 2 Wang No 9 9 6 0 0 No 2 Zhenjin Yu No 9 9 6 0 0 No 2 Zhaojun 52 / 74 2014 年年度报告 Li Yes 9 9 6 0 0 No 2 Zengquan Zhang Yes 1 1 0 0 0 No 1 Guoming Shao Yes 1 1 0 0 0 No 1 Zhengzh ong Zhang No 9 9 6 0 0 No 2 Wenlei Board meetings convened this year 9 Incl.: On-site meetings 3 Meetings held through communication 6 Meetings held through communication and on site 0 4. Important opinions and proposals raised by the special committees under the Board of Directors in duty performance during the report period In 2014 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 discussion in a meeting on the Company's participating the capital increase for expansion of MDI project by Shanghai Huntsman Polyurethane Co., Ltd. and Shanghai Lianheng Isocyanic Ester Co., Ltd. and the investment in the high performance chlorinated polyvinyl chloride project with the annual capacity of 40,000 tons to enhance the scientificaalness of the investments. The salary & checking committee held a meeting to examine and confirm the salary of the Company's senior executives in 2014 and raised an examination proposal for the salary of the senior executives in 2014. The nomination committee held a meeting to make discussion and proposal for the Company's change of Directors or Independent Directors. The Company focus on exerting the advantage of the special committees under the Board of Directors and the Independent Directors in profession and information, promoting the Board of Directors making decision more scientific and effective. 5. The note of the Supervisory Committee for the Company's risk The Supervisory Committee makes no rejection for the supervised events during the report period. 6. The examination and evaluation mechanism for the senior executives and the establishment and implementation of the incentive mechanism during the report period The implemented the Salary Checking Method for the Company's Senior Executives, let the salary & checking committee under the Board of Directors to conduct annual performance review to decide the reward standard for the Directors, Supervisors and Senior Executives getting salary from the Company, and paid the reward monthly. 53 / 74 2014 年年度报告 10. 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 2014 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. Whether disclose the self-assessment report for internal control: yes 3. Explanation of the auditor's report on internal control During the report period the Company engaged BDO China Shu Lun Pan Certified Public Accountants LLP as its audit agency for the internal control in 2014. 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, 2014. 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. Whether disclose the auditor's report for internal control: yes 54 / 74 2014 年年度报告 3. The accountability system for significant mistakes in the annual report and the note on relevant implementation The Company's Information Disclosure Management System had defined the range of insider information and the confidentiality obligation of the insider for such information. The insider for such information shall assume the obligation and responsibility of good faith and performing duty diligently according to law. In case of any violation of the system, Shanghai Stock Exchange shall dispose it according to regulations. The Company ensures the effective enforcement of internal control through the responsibility claim system and encourage system. 55 / 74 2014 年年度报告 11. Financial Report 1. Auditor's Report Auditor's Report XKSBZ [2015] No. 111082 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, 2014, income statement and consolidated income statement of 2014, cash flow statement and consolidated cash flow statement of 2014, statement of changes of owner's equity and consolidated statement of changes of owner's equity, and the notes of 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 judgement of the certified accountants, including the evaluation on the risk of significant misrepresentation of the financial statements due to fraud or error. While making risk evaluation, the certified accountants considered the internal control related to preparing and fair listing of the 56 / 74 2014 年年度报告 financial statements to design a proper audit procedure, but the purpose is not to express our opinion to effectiveness of the internal control. 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 consolidated and the Company's financial status as of December 31, 2014 and its operating results and cash flow in 2014. BDO China Shu Lun Pan Certified Public Accountants LLP China certified accountant: Gu Xuefeng China certified accountant: Ling Min ShanghaiChina March 19, 2015 57 / 74 2014 年年度报告 2. Financial statements Consolidated Balance Sheet December 31, 2014 Prepared by: Shanghai Chlor-Alkali Chemical Co., Ltd. Unit: RMB Beginning Item Note Closing balance balance Current assets: Monetary capital 402,636,250.64 573,468,453.52 Settlement provisions Capital lent Financial assets measured with fair value and having change attributed to profit or loss of current period Derivative financial assets Notes receivable 313,867,535.80 378,074,710.56 Accounts receivable 321,902,440.07 219,585,380.39 Advance payment 220,825,719.39 230,394,610.83 Premium receivable Reinsurance accounts receivable Receivable deposit for reinsurance contract Interest receivable Dividend receivable Other receivables 1,895,445.80 1,481,952.65 Redemptory financial assets for sale Inventories 497,804,243.07 390,476,527.64 Assets held for sale Non-current assets due in 1 year Other current assets Subtotal of current assets 1,758,931,634.77 1,793,481,635.59 Non-current assets: Loan and advances issued Salable financial assets 349,855,650.23 271,136,911.86 Held-to-maturity investments Long-term receivable Long-term equity investment 270,736,394.62 187,641,718.86 Investment real estate Fixed assets 2,727,746,278.61 3,313,496,420.90 Construction in progress 288,223,047.31 142,900,085.66 Engineering materials 1,173,259.66 1,914,050.52 Disposal of fixed assets Productive biological assets Oil gas assets Intangible assets 311,958,605.26 255,416,359.06 Development expenditure 25,794,289.58 8,805,094.96 Goodwill Long-term prepaid and deferred expenses 19,069,279.62 16,776,930.53 Deferred income tax assets 1,229,186.56 1,011,821.71 Other non-current assets Subtotal of non-current assets 3,995,785,991.45 4,199,099,394.06 Total of assets 5,754,717,626.22 5,992,581,029.65 Current liabilities: Short-term loan 868,531,399.29 422,800,855.65 Loan from central bank 58 / 74 2014 年年度报告 Absorbed deposit and interbank deposit Loan from other financial institutions Financial liabilities measured with fair value and having change attributed to profit or loss of current period Derivative financial liabilities Notes payable Accounts payable 395,974,896.16 372,058,908.94 Advance receipts 304,022,294.89 331,371,643.21 Financial assets sold for repurchase Handling charges and commission payable Wages payable 28,052,005.16 947,961.82 Tax payable 27,392,973.52 62,085,362.46 Interest payable 3,916,313.32 3,231,705.95 Dividends payable 2,724,553.75 2,907,553.75 Other payables 713,938,238.76 806,835,168.66 Reinsurance accounts payable Provision for insurance contract Receipt from vicariously traded securities Receipt from vicariously underwriting securities Liabilities held for sale Non-current liabilities due in 1 year Other current liabilities Subtotal of current liabilities 2,344,552,674.85 2,002,239,160.44 Non-current liabilities: Long-term loan Bonds payable Incl.: Preference share Perpetual debt Long-term payables 950,000,000.00 950,000,000.00 Long-term wages payable 184,380,000.00 Specific payables 11,050,000.00 96,000,000.00 Estimated liabilities Deferred income 6,198,450.00 930,800.00 Deferred income tax liability 2,274,880.65 1,795,745.90 Other non-current liabilities Subtotal of non-current liabilities 1,153,903,330.65 1,048,726,545.90 Total of liabilities 3,498,456,005.50 3,050,965,706.34 Owner's equity Share capital 1,156,399,976.00 1,156,399,976.00 Other equity instruments Incl.: Preference share Perpetual debt Capital reserves 1,683,394,015.86 1,586,284,015.86 Less: Treasury stock Other composite income 1,920,380.37 6,971,376.75 Specific reserves Surplus reserves 11,329,760.39 11,329,760.39 General risk reserve Undistributed profit -688,388,625.23 87,215,874.60 Subtotal of owner's equity attributable to parent company 2,164,655,507.39 2,848,201,003.60 Minority interest 91,606,113.33 93,414,319.71 Total of owner's equity 2,256,261,620.72 2,941,615,323.31 Total of liabilities and owner's equity 5,754,717,626.22 5,992,581,029.65 59 / 74 2014 年年度报告 Legal representative: Mr. Huang Dailie Principal in charge of accounting: Mr. He Gang Head of accounting dept.: Mr. Lai Yonghua Balance Sheet of Parent Company December 31, 2014 Prepared by: Shanghai Chlor-Alkali Chemical Co., Ltd. Unit: RMB Item Note Closing balance Beginning balance Current assets: Monetary capital 361,841,267.49 520,889,380.61 Financial assets measured with fair value and having change attributed to profit or loss of current period Derivative financial assets Notes receivable 283,210,505.19 359,331,691.41 Accounts receivable 263,729,293.70 172,900,894.31 Advance payment 215,176,188.42 223,657,620.42 Interest receivable Dividend receivable Other receivables 7,971,011.77 1,146,309.00 Inventories 428,301,688.75 318,452,938.40 Assets held for sale Non-current assets due in 1 year Other current assets 20,000,000.00 Subtotal of current assets 1,560,229,955.32 1,616,378,834.15 Non-current assets: Salable financial assets 338,978,781.42 260,419,183.02 Held-to-maturity investments Long-term receivable Long-term equity investment 454,050,813.30 370,956,137.54 Investment real estate Fixed assets 2,570,275,614.49 3,147,708,955.11 Construction in progress 270,291,468.93 136,595,991.98 Engineering materials 1,173,259.66 1,914,050.52 Disposal of fixed assets Productive biological assets Oil gas assets Intangible assets 265,269,075.06 205,724,769.34 Development expenditure 25,794,289.58 8,805,094.96 Goodwill Long-term prepaid and deferred expenses 16,525,841.24 15,829,943.15 Deferred income tax assets Other non-current assets 50,000,000.00 Subtotal of non-current assets 3,992,359,143.68 4,147,954,125.62 Total of assets 5,552,589,099.00 5,764,332,959.77 Current liabilities: Short-term loan 821,281,399.29 368,350,855.65 Financial liabilities measured with fair value and having change attributed to profit or loss of current period Derivative financial liabilities Notes payable Accounts payable 357,965,113.50 348,490,583.44 Advance receipts 299,962,187.40 323,823,687.69 60 / 74 2014 年年度报告 Wages payable 27,774,004.42 Tax payable 24,552,210.54 58,852,446.65 Interest payable 3,916,313.32 3,231,705.95 Dividends payable 1,189,676.90 1,372,676.90 Other payables 762,117,190.54 833,863,795.45 Liabilities held for sale Non-current liabilities due in 1 year Other current liabilities Subtotal of current liabilities 2,298,758,095.91 1,937,985,751.73 Non-current liabilities: Long-term loan Bonds payable Incl.: Preference share Perpetual debt Long-term payables 950,000,000.00 950,000,000.00 Long-term wages payable 184,380,000.00 Specific payables 11,050,000.00 96,000,000.00 Estimated liabilities Deferred income 6,198,450.00 930,800.00 Deferred income tax liability 1,409,344.92 969,995.16 Other non-current liabilities Subtotal of non-current liabilities 1,153,037,794.92 1,047,900,795.16 Total of liabilities 3,451,795,890.83 2,985,886,546.89 Owner's equity: Share capital 1,156,399,976.00 1,156,399,976.00 Other equity instruments Incl.: Preference share Perpetual debt Capital reserves 1,690,068,638.82 1,592,958,638.82 Less: Treasury stock Other composite income 955,919.02 6,126,270.38 Specific reserves Surplus reserves 11,329,760.39 11,329,760.39 Undistributed profit -757,961,086.06 11,631,767.29 Total of owner's equity 2,100,793,208.17 2,778,446,412.88 Total of liabilities and owner's equity 5,552,589,099.00 5,764,332,959.77 Legal representative: Mr. Huang Dailie Principal in charge of accounting: Mr. He Gang Head of accounting dept.: Mr. Lai Yonghua Consolidated Income Statement January to December 2014 Unit: RMB Amount in Amount in Item Note current period previous period 1. Gross operating income 7,015,409,267.56 6,974,211,654.53 Incl.: Operating income 7,015,409,267.56 6,974,211,654.53 Interest income Premium earned Income from handling charges and commission 2. Gross operating cost 7,674,426,880.15 7,206,916,460.12 Incl.: Operating cost 6,375,944,582.66 6,344,195,298.75 Interest cost Expenditure for handling charges and commission 61 / 74 2014 年年度报告 Surrender value Net expenditure for compensation Net provision for insurance contract appropriated Bonus payment for policy Reinsurance premium Business tax and surcharges 17,827,448.28 24,845,304.83 Selling cost 205,248,898.35 193,012,461.43 Management cost 633,388,738.66 416,638,560.56 Financial expenses 121,456,535.42 111,801,208.77 Loss from assets impairment 320,560,676.78 116,423,625.78 Plus: Income from change of fair value ("-" for loss) Investment income ("-" for loss) 62,632,834.28 144,125,008.27 Incl.: Investment income from affiliated enterprises 46,522,824.01 60,933,984.15 and joint ventures Income from currency exchange ("-" for loss) 3. Operating profit ("-" for loss) -596,384,778.31 -88,579,797.32 Plus: Non-operating income 13,543,603.10 122,523,307.47 Incl.: Net gain from disposal of non-current 1,152,634.58 499,145.25 assets Less: Non-operating expenditure 126,817.45 2,629,788.44 Incl.: Loss from disposal of non-current assets 40,812.45 239,846.23 4. Gross profit ("-" for gross loss) -582,967,992.66 31,313,721.71 Less: Income tax cost 4,622,713.67 5,990,994.17 5. Net profit ("-" for net loss) -587,590,706.33 25,322,727.54 Net profit attributable to owners of parent company -592,502,499.95 16,623,782.76 Minority interest income 4,911,793.62 8,698,944.78 6. Other composite income after tax -17,770,996.38 1,412,650.24 Other composite income attributed to owners of 1,412,650.24 -17,770,996.38 parent company after tax 1) Other composite income unable to be reclassified -20,380,000.00 into profit and loss afterwards (1) Change of net liabilities or net assets through -20,380,000.00 remeasuring and setting beneficial plan (2) Part shared in other composite income unable to be reclassified into profit and loss in the invested unit under equity method 2) Other composite income to be reclassified into profit 1,412,650.24 2,609,003.62 and loss afterwards (1) Part shared in other composite income to be reclassified into profit and loss in the invested unit under equity method (2) Profit and loss from change of fair value of salable 1,412,650.24 2,609,003.62 financial assets (3) Profit and loss from held-to-maturity investments reclassified into salable financial assets (4) Effective part of the profit and loss from hedge of cash flow (5) Conversion difference of foreign currency in financial statement (6) other Other composite income attributed to minority shareholders after tax 7. Total amount of composite income -605,361,702.71 26,735,377.78 Total composite income attributable to owners of -610,273,496.33 18,036,433.00 62 / 74 2014 年年度报告 parent company Total composite income attributable to minority 8,698,944.78 4,911,793.62 shareholders 8. Earnings per share: 1) Basic earnings per share (RMB) -0.5124 0.0144 2) Diluted earnings per share (RMB) -0.5124 0.0144 Legal representative: Mr. Huang Dailie Principal in charge of accounting: Mr. He Gang Head of accounting dept.: Mr. Lai Yonghua Income Statement of Parent Company January to December 2014 Unit: RMB Note Amount in Amount in Item current period previous period 1. Operating income 6,432,026,063.17 5,916,425,456.32 Less: Operating cost 5,885,413,772.01 5,388,806,879.89 Business tax and surcharges 14,534,262.10 21,475,479.12 Selling cost 187,923,372.52 178,228,083.71 Management cost 574,961,996.42 353,291,897.24 Financial expenses 118,604,257.55 108,695,503.06 Loss from assets impairment 314,225,426.94 116,003,101.01 Plus: Income from change of fair value ("-" for loss) Investment income ("-" for loss) 67,674,160.81 143,303,054.56 Incl.: Investment income from affiliated enterprises 46,522,824.01 60,933,984.15 and joint ventures 2. Operating profit ("-" for loss) -595,962,863.56 -106,772,433.15 Plus: Non-operating income 9,552,010.09 118,197,625.26 Incl.: Net gain from disposal of non-current 1,139,551.41 89,848.58 assets Less: Non-operating expenditure 80,000.00 1,974,977.39 Incl.: Loss from disposal of non-current assets 188,781.30 3. Gross profit ("-" for gross loss) -586,490,853.47 9,450,214.72 Less: Income tax cost 4. Net profit ("-" for net loss) -586,490,853.47 9,450,214.72 5. Other composite income after tax -17,890,351.36 29,497.44 1) Other composite income unable to be reclassified -20,380,000.00 into profit and loss afterwards (1) Change of net liabilities or net assets through -20,380,000.00 remeasuring and setting beneficial plan (2) Part shared in other composite income unable to be reclassified into profit and loss in the invested unit under equity method 2) Other composite income to be reclassified into 2,489,648.64 29,497.44 profit and loss afterwards (1) Part shared in other composite income to be reclassified into profit and loss in the invested unit under equity method (2) Profit and loss from change of fair value of salable 2,489,648.64 29,497.44 financial assets (3) Profit and loss from held-to-maturity investments reclassified into salable financial assets (4) Effective part of the profit and loss from hedge of cash flow 63 / 74 2014 年年度报告 (5) Conversion difference of foreign currency in financial statement (6) other 6. Total amount of composite income -604,381,204.83 9,479,712.16 7. Earnings per share: 1) Basic earnings per share (RMB) 2) Diluted earnings per share (RMB) Legal representative: Mr. Huang Dailie Principal in charge of accounting: Mr. He Gang Head of accounting dept.: Mr. Lai Yonghua Consolidated Cash Flow Statement January to December 2014 Unit: RMB Item Note Amount in Amount in current period previous period 1. Cash flow from operating activities: Cash received from sale of commodities and 7,821,130,000.73 8,203,869,209.67 rendering of service Net increase of customers' deposit and interbank deposit Net increase of loan from central bank Net increase of loans from other financial institutions Cash received for premium of original insurance contract Net cash received for reinsurance business Net increase of deposit and investment of the insured Net increase of financial assets measured with fair value and having change attributed to profit or loss of current period Cash from receiving interest, handling charge and commission Net increase of loans from other financial institutions Net increase of fund for buy-back business Tax rebate received 640,058.18 554,337.82 Other cash received related to operating activities 156,646,472.25 172,431,519.72 Subtotal of cash inflow from operating activities 7,978,416,531.16 8,376,855,067.21 Cash paid for purchase of commodities and 6,943,640,631.86 6,795,220,824.04 accepting of service Net increase of customer's loan and advances Net increase of deposit in central bank and interbank deposit Cash for payment of compensation for original insurance contract Cash for payment of interest, handling charge and commission Cash for payment of policy bonus Cash paid to or for employees 601,151,343.25 479,462,908.17 Cash paid for various taxes 203,873,014.61 212,616,312.30 Other cash paid related to operating activities 258,811,541.27 309,528,632.68 Subtotal of cash outflow from operating activities 8,007,476,530.99 7,796,828,677.19 Net cash flow from operating activities -29,059,999.83 580,026,390.02 2. Cash flow from investment activities: Cash received from disinvestment 307,808.78 Cash received from investment income 21,390,010.27 11,632,681.50 64 / 74 2014 年年度报告 Net cash received from disposal of fixed assets, 38,134.62 879,408.36 intangible assets and other long-term assets Net cash received from disposal of subsidiaries and 100,455,646.23 other business units Other cash received related to investment activities 287,300.00 Subtotal of cash inflow from investment activities 21,428,144.89 113,562,844.87 Cash paid for purchase and construction of fixed 404,176,849.64 360,776,175.65 assets, intangible assets and other long-term assets Cash paid for investment 112,202,451.75 Net increase of mortgage loan Net cash paid for acquiring subsidiaries and other business units Other cash paid related to investment activities 50,000.00 5,000.00 Subtotal of cash outflow from investment activities 516,429,301.39 360,781,175.65 Net cash flow from investment activities -495,001,156.50 -247,218,330.78 3. Cash flow from financing activities: Cash received from absorbing investment 100,000.00 Incl.: Cash received by subsidiaries from absorption of minorities' investment Cash received from loan 1,909,331,399.29 934,700,855.65 Cash received from bond issuance Other cash received related to financing activities 12,160,000.00 Subtotal of cash inflow from financing activities 1,921,491,399.29 934,800,855.65 Cash paid for redemption of debt 1,433,600,855.65 1,153,805,075.14 Cash paid for distribution of dividends, profit or 134,454,579.97 108,293,761.91 payment of interest Incl.: Cash paid to minority shareholders as dividend and profit by subsidiaries Other cash paid related to financing activities Subtotal of cash outflow from financing activities 1,568,055,435.62 1,262,098,837.05 Net cash flow from financing activities 353,435,963.67 -327,297,981.40 4. Impact of changes in exchange rate on cash and -124,286.85 -6,162,774.22 cash equivalents 5. Net increase of cash and cash equivalents -170,749,479.51 -652,696.38 Plus: Beginning balance of cash and cash equivalents 573,284,390.95 573,937,087.33 6. Closing balance of cash and cash equivalents 402,534,911.44 573,284,390.95 Legal representative: Mr. Huang Dailie Principal in charge of accounting: Mr. He Gang Head of accounting dept.: Mr. Lai Yonghua Cash Flow Statement of Parent Company January to December 2014 Unit: RMB Item Note Amount in Amount in current period previous period 1. Cash flow from operating activities: Cash received from sale of commodities and rendering 7,161,542,311.10 6,909,563,045.93 of service Tax rebate received Other cash received related to operating activities 168,932,480.24 182,400,494.17 Subtotal of cash inflow from operating activities 7,330,474,791.34 7,091,963,540.10 Cash paid for purchase of commodities and accepting 6,466,432,119.57 5,694,920,028.38 of service Cash paid to or for employees 508,048,968.27 365,962,535.42 Cash paid for various taxes 170,218,563.80 176,779,177.89 65 / 74 2014 年年度报告 Other cash paid related to operating activities 223,070,162.72 244,191,812.22 Subtotal of cash outflow from operating activities 7,367,769,814.36 6,481,853,553.91 Net cash flow from operating activities -37,295,023.02 610,109,986.19 2. Cash flow from investment activities: Cash received from disinvestment 307,808.78 Cash received from investment income 21,151,336.80 11,679,367.61 Net cash received from disposal of fixed assets, 122,298.35 intangible assets and other long-term assets Net cash received from disposal of subsidiaries and 99,416,016.00 other business units Other cash received related to investment activities 287,300.00 Subtotal of cash inflow from investment activities 21,151,336.80 111,812,790.74 Cash paid for purchase and construction of fixed 376,753,836.62 352,867,211.32 assets, intangible assets and other long-term assets Cash paid for investment 112,202,451.75 21,000,000.00 Net cash paid for acquiring subsidiaries and other business units Other cash paid related to investment activities 50,000.00 20,005,000.00 Subtotal of cash outflow from investment activities 489,006,288.37 393,872,211.32 Net cash flow from investment activities -467,854,951.57 -282,059,420.58 3. Cash flow from financing activities: Cash received from absorbing investment Cash received from loan 1,761,781,399.29 808,350,855.65 Other cash received related to financing activities 12,160,000.00 Subtotal of cash inflow from financing activities 1,773,941,399.29 808,350,855.65 Cash paid for redemption of debt 1,308,850,855.65 1,001,555,075.14 Cash paid for distribution of dividends, profit or 118,874,246.53 103,365,742.92 payment of interest Other cash paid related to financing activities Subtotal of cash outflow from financing activities 1,427,725,102.18 1,104,920,818.06 Net cash flow from financing activities 346,216,297.11 -296,569,962.41 4. Impact of changes in exchange rate on cash and -114,435.64 -5,953,739.96 cash equivalents 5. Net increase of cash and cash equivalents -159,048,113.12 25,526,863.24 Plus: Beginning balance of cash and cash equivalents 520,889,380.61 495,362,517.37 6. Closing balance of cash and cash equivalents 361,841,267.49 520,889,380.61 Legal representative: Mr. Huang Dailie Principal in charge of accounting: Mr. He Gang Head of accounting dept.: Mr. Lai Yonghua 66 / 74 2014 年年度报告 Consolidated Statement of Changes in Owners' Equity January to December 2014 Unit: RMB Current period Owner's equity attributable to parent company Item Total of owner's Minority interest Other equity instruments Less: General equity Other composite Share capital Capital reserves Treasury Specific reserves Surplus reserves risk Undistributed profit Preference Perpetual income Other stock reserve shares debt 1. Closing balance of 1,156,399,976.00 1,586,284,015.86 6,971,376.75 11,329,760.39 87,215,874.60 93,414,319.71 2,941,615,323.31 last year Plus: Change of 12,720,000.00 -177,320,000.00 -164,600,000.00 accounting policy Correction of previous errors Business merger under same control Other 2. Beginning balance 1,156,399,976.00 1,586,284,015.86 19,691,376.75 11,329,760.39 -90,104,125.40 93,414,319.71 2,777,015,323.31 of current year 3. Increase or decrease in current 97,110,000.00 -17,770,996.38 -598,284,499.83 -1,808,206.38 -520,753,702.59 period ("-" for decrease) 1) Total amount of -17,770,996.38 -592,502,499.95 4,911,793.62 -605,361,702.71 composite income 2) Capital increase and decrease by owners (1) Common share invested by the shareholder (2) Capital input by the holder of other 67 / 74 2014 年年度报告 equity instruments (3) Shares payment attributed to owners' equity (4) Other 3) Profit distribution -5,781,999.88 -6,720,000.00 -12,501,999.88 (1) Appropriation of surplus reserves (2) Appropriation of provision for normal risk (3) Distribution to owners (or -5,781,999.88 -6,720,000.00 -12,501,999.88 shareholders) (4) Other 4) Owners' equity carried forward internally (1) Capital reserves transferred into capital (or share capital) (2) Surplus reserves transferred into capital (or share capital) (3) Deficit covered by surplus reserves (4) Other 5) Specific reserve (1) Appropriated in 21,814,745.60 21,814,745.60 current period (2) Used in current 21,814,745.60 21,814,745.60 period 6) Other 97,110,000.00 97,110,000.00 68 / 74 2014 年年度报告 4. Closing balance of 1,156,399,976.00 1,683,394,015.86 1,920,380.37 11,329,760.39 -688,388,625.23 91,606,113.33 2,256,261,620.72 current period Previous period Owner's equity attributable to parent company Item Total of owner's Other equity instruments Less: General Minority interest Other composite equity Share capital Capital reserves Treasury Specific reserves Surplus reserves risk Undistributed profit Preference Perpetual income Other stock reserve shares debt 1. 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 last year Plus: Change of -5,558,726.51 5,558,726.51 accounting policy Correction of previous errors Business merger under same control Other 2. Beginning balance 1,156,399,976.00 1,584,584,015.86 5,558,726.51 10,384,738.92 71,537,113.31 80,230,030.92 2,908,694,601.52 of current year 3. Increase or decrease in current period (" 1,700,000.00 1,412,650.24 945,021.47 15,678,761.29 13,184,288.79 32,920,721.79 -" for decrease) 1) Total amount of 1,412,650.24 16,623,782.76 8,698,944.78 26,735,377.78 composite income 2) Capital increase and 4,458,004.73 4,458,004.73 decrease by owners (1) Common share invested by the 4,458,004.73 4,458,004.73 shareholder (2) Capital input by the holder of other equity instruments (3) Shares payment attributed to owners' equity (4) Other 3) Profit distribution 945,021.47 -945,021.47 27,339.28 27,339.28 (1) Appropriation of 945,021.47 -945,021.47 surplus reserves (2) Appropriation of provision for normal risk 69 / 74 2014 年年度报告 (3) Distribution to owners (or 27,339.28 27,339.28 shareholders) (4) Other 4) Owners' equity carried forward internally (1) Capital reserves transferred into capital (or share capital) (2) Surplus reserves transferred into capital (or share capital) (3) Deficit covered by surplus reserves (4) Other 5) Specific 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 6) Other 1,700,000.00 1,700,000.00 4. Closing balance of 1,156,399,976.00 1,586,284,015.86 6,971,376.75 11,329,760.39 87,215,874.60 93,414,319.71 2,941,615,323.31 current period Legal representative: Mr. Huang Dailie 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 2014 Unit: RMB Current period Other equity instruments Less: Item Other composite Share capital Capital reserves Treasury Specific reserves Surplus reserves Undistributed profit Total of owner's equity Preference Perpetual income Other stock shares debt 1. Closing balance of 1,156,399,976.00 1,592,958,638.82 6,126,270.38 11,329,760.39 11,631,767.29 2,778,446,412.88 last year Plus: Change of 12,720,000.00 -177,320,000.00 -164,600,000.00 accounting policy Correction of previous errors Other 2. Beginning balance 1,156,399,976.00 1,592,958,638.82 18,846,270.38 11,329,760.39 -165,688,232.71 2,613,846,412.88 of current year 70 / 74 2014 年年度报告 3. Increase or decrease in current period (" 97,110,000.00 -17,890,351.36 -592,272,853.35 -513,053,204.71 -" for decrease) 1) Total amount of -17,890,351.36 -586,490,853.47 -604,381,204.83 composite income 2) Capital increase and decrease by owners (1) Common share invested by the shareholder (2) Capital input by the holder of other equity instruments (3) Shares payment attributed to owners' equity (4) Other 3) Profit distribution -5,781,999.88 -5,781,999.88 (1) Appropriation of surplus reserves (2) Distribution to owners (or -5,781,999.88 -5,781,999.88 shareholders) (3) Other 4) Owners' equity carried forward internally (1) Capital reserves transferred into capital (or share capital) (2) Surplus reserves transferred into capital (or share capital) (3) Deficit covered by surplus reserves (4) Other 5) Specific reserve (1) Appropriated in 21,814,745.60 21,814,745.60 current period (2) Used in current 21,814,745.60 21,814,745.60 period 6) Other 97,110,000.00 97,110,000.00 4. Closing balance of 1,156,399,976.00 1,690,068,638.82 955,919.02 11,329,760.39 -757,961,086.06 2,100793208.17 current period 71 / 74 2014 年年度报告 Previous period Other equity instruments Less: Item Other composite Share capital Capital reserves Treasury Specific reserves Surplus reserves Undistributed profit Total of owner's equity Preference Perpetual income Other stock shares debt 1. Closing balance 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 of -6,096,772.94 6,096,772.94 accounting policy Correction of previous errors Other 2. Beginning balance 1,156,399,976.00 1,591,258,638.82 6,096,772.94 10,384,738.92 3,126,574.04 2,767,266,700.72 of current year 3. Increase or decrease in current 1,700,000.00 29,497.44 945,021.47 8,505,193.25 11,179,712.16 period ("-" for decrease) 1) Total amount of 29,497.44 9,450,214.72 9,479,712.16 composite income 2) Capital increase and decrease by owners (1) Common share invested by the shareholder (2) Capital input by the holder of other equity instruments (3) Shares payment attributed to owners' equity (4) Other 3) Profit distribution 945,021.47 -945,021.47 (1) Appropriation of 945,021.47 -945,021.47 surplus reserves (2) Distribution to owners (or shareholders) (3) Other 4) Owners' equity carried forward internally (1) Capital reserves transferred into capital (or share capital) 72 / 74 2014 年年度报告 (2) Surplus reserves transferred into capital (or share capital) (3) Deficit covered by surplus reserves (4) Other 5) Specific 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 6) Other 1,700,000.00 1,700,000.00 4. Closing balance of 1,156,399,976.00 1,592,958,638.82 6,126,270.38 11,329,760.39 11,631,767.29 2,778,446,412.88 current period Legal representative: Mr. Huang Dailie Principal in charge of accounting: Mr. He Gang Head of accounting dept.: Mr. Lai Yonghua 73 / 74 2014 年年度报告 12. Documents for Reference Accounting statements signed and stamped by legal representative, CFO and chief of accounting 1. department; The original auditor's report stamped by the public accounting firm and signed and stamped by the 2. certified public accountant; 3. Articles of Association of Shanghai Chlor-Alkali Co., Ltd. during the report period The formal version of all files and originals of the announcements disclosed in the newspapers 4. appointed by China Securities Regulatory Committee during the report period; The Company shall furnish the above documents for reference when the China Securities 5. 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: Huang Dailie Presenting date approved by the Board of Directors: March 21, 2015 74 / 74