晨 鸣B:2016年第一季度报告正文(英文版)

来源:深交所 2016-04-28 00:00:00
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Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

Stock code:000488 200488 Stock abbreviation:Chenming Paper Chenming B Announcement No.:2016-054

SHANDONG CHENMING PAPER HOLDINGS LIMITED *

2016 First Quarterly Report

— 1 —

Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

I Important Notice

The board of directors (the “Board”), the supervisory committee (the

“Supervisory Committee”), the directors (the “Directors”), supervisors (the

“Supervisors”) and senior management (the “Senior Management”) of the

Company hereby warrant that the contents of this quarterly report are true,

accurate and complete, and there are no false representations, misleading

statements or material omissions, and are jointly and severally responsible

for the liabilities of the Company.

All Directors were present at the Board meeting to consider and approve this

quarterly report.

Chen Hongguo, the head of the Company, Dong Lianming, the head in

charge of accounting, and Li Dong, the head of the accounting department

(Accounting Officer), declare that they warrant the truthfulness, accuracy

and completeness of the financial statements in this quarterly report.

— 2 —

Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

II Major financial data and change of shareholders

I. Major accounting data and financial indicators

Retrospective adjustment to or restatement of the accounting data for prior years

by the Company due to change of accounting policies and correction of

accounting errors

□ Yes √ No

Increase/decrease

compared to the

corresponding

The reporting Corresponding period of the

period period of prior year prior year

Revenue (RMB) 4,951,931,256.74 4,456,654,640.64 11.11%

Net profit attributable to

shareholders of the

Company (RMB) 402,131,344.77 96,137,359.80 318.29%

Net profit after

extraordinary gains or

losses attributable to

shareholders of the

Company (RMB) 292,898,560.63 47,531,100.97 516.23%

Net cash flows from

operating activities (RMB) -3,936,890,898.29 -549,893,745.34 -615.94%

Basic earnings per share

(RMB per share) 0.18 0.05 260.00%

Diluted earnings per share

(RMB per share) 0.18 0.05 260.00%

Rate of return on net assets

on weighted average basis 2.48% 0.69% 1.79%

Increase/decrease as

at the end of the

reporting period

As at the end of As at the end of compared to the end

the reporting period the prior year of the prior year

Total assets (RMB) 83,937,169,224.58 77,961,699,547.59 7.66%

Net assets attributable to

shareholders of the

Company (RMB) 19,542,206,733.20 16,871,494,584.82 15.83%

— 3 —

Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

Items and amounts of extraordinary gains or losses

√ Applicable □ Not applicable

Unit: RMB

Am ounts for the

period from the

beginning of the

year to the end of

the reporting

Item period Note

Profit or loss from disposal of non-current

assets (including write-off of provision for

assets impairment) 423,932.82

Government grants (except for the

government grants closely related to the

normal operation of the Company and

granted constantly at a fixed amount or

quantity in accordance with a certain

standard based on state policies)

accounted for in profit or loss for the

current period 116,605,070.58

Gain or loss from debt restructuring -76,923.05

Gain or loss on external entrusted loans 22,750,000.00

Non-operating income and expenses other

than the above items 3,416,483.00

Less: Effect of income tax 33,499,392.38

Effect of minority interest (after tax) 386,386.83

Total 109,232,784.14 —

Notes for the Company’s extraordinary gain or loss items as defined in the

Explanatory Announcement on Information Disclosure for Companies Offering

Their Securities to the Public No.1 - Extraordinary Gains or Losses and the

extraordinary gain or loss items as illustrated in the Explanatory Announcement

on Information Disclosure for Companies Offering Their Securities to the Public

No.1 - Extraordinary Gains or Losses defined as its recurring gain or loss items.

□ Applicable √ Not applicable

No extraordinary gain or loss items as defined or illustrated in the Explanatory

Announcement on Information Disclosure for Companies Offering Their

Securities to the Public No.1 - Extraordinary Gains or Losses were defined by

the Company as its recurring gain or loss items during the reporting period.

— 4 —

Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

II. Total number of shareholders and the shareholding of the top ten

shareholders as at the end of the reporting period

1. Number of shareholders of ordinary shares and shareholders of preference

shares with restored voting rights and the shareholding of the top ten

shareholders

Unit: share

Total number of shareholders 101,938, of which 75,712 were Total number of shareholders of 0

of ordinary shares as at holders of A shares, 25,722 preference shares with restored

the end of the reporting were holders of B shares and voting right as at the end of the

period 504 were holders of H shares reporting period (if any)

Shareholding of top 10 shareholders

Share pledged or

Number of locked-up

Nature of Percentage of Number of restricted Status of

Name of shareholders shareholders shareholding shares held shares held shares Number

SHOUGUANG CHENMING State-owned legal 15.13% 293,003,657 0 Pledged 120,000,000

HOLDINGS COMPANY person

LIMITED

HKSCC NOMINEES Overseas legal 14.03% 271,771,900 0

LIMITED person

CHENMING HOLDINGS Overseas legal 5.22% 101,110,923 0

(HONG KONG) LIMITED person

CENTRAL HUIJIN ASSET State-owned legal 2.07% 40,137,900 0

MANAGEMENT LTD. person

NATIONAL SOCIAL Funds, wealth 1.51% 29,261,612 0

SECURITY FUND 110 management

products etc.

HUATAI SECURITIES CO., Domestic ordinary 1.10% 21,262,114 0

LTD. legal person

CHINA CONSTRUCTION Funds, wealth 0.58% 11,253,971 0

BANK CORPORATION — management

ABC-CA SMALL AND products etc.

MEDIUM CAP EQUITY

FUND

BOSERA FUNDS — BANK Funds, wealth 0.52% 10,000,000 0

OF CHINA — PING AN management

LIFE INSURANCE — products etc.

PING AN LIFE

INSURANCE

ENTRUSTED

INVESTMENT NO.1

ASSET MANAGEMENT

PLAN

POSTAL SAVINGS BANK Funds, wealth 0.51% 9,905,595 0

OF CHINA CO., LTD. — management

ABC-CA CONSUMPTION products etc.

THEME EQUITY FUND

BBH A/C VANGUARD Overseas legal 0.44% 8,608,238 0

EMERGING MARKETS person

STOCK INDEX FUND

— 5 —

Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

Shareholding of the top ten shareholders of non-restricted shares

Number of

non-restricted Class of shares

Name of shareholders shares held Class of shares Number

SHOUGUANG CHENMING HOLDINGS COMPANY 293,003,657 RMB ordinary 293,003,657

LIMITED shares

HKSCC NOMINEES LIMITED 271,771,900 Overseas listed 271,771,900

foreign shares

CHENMING HOLDINGS (HONG KONG) LIMITED 101,110,923 Domestic listed 21,910,923

foreign shares

Overseas listed 79,200,000

foreign shares

CENTRAL HUIJIN ASSET MANAGEMENT LTD. 40,137,900 RMB ordinary 40,137,900

shares

NATIONAL SOCIAL SECURITY FUND 110 29,261,612 RMB ordinary 29,261,612

shares

HUATAI SECURITIES CO., LTD. 21,262,114 RMB ordinary 21,262,114

shares

CHINA CONSTRUCTION BANK CORPORATION — 11,253,971 RMB ordinary 11,253,971

ABC-CA SMALL AND MEDIUM CAP EQUITY FUND shares

BOSERA FUNDS-BANK OF CHINA — PING AN LIFE 10,000,000 RMB ordinary 10,000,000

INSURANCE — PING AN LIFE INSURANCE shares

ENTRUSTED INVESTMENT NO.1 ASSET

MANAGEMENT PLAN

POSTAL SAVINGS BANK OF CHINA CO., LTD. — ABC- 9,905,595 RMB ordinary 9,905,595

CA CONSUMPTION THEME EQUITY FUND shares

BBH A/C VANGUARD EMERGING MARKETS STOCK 8,608,238 Domestic listed 8,608,238

INDEX FUND foreign shares

Connected relationship or connected party relationship A shareholder, Chenming Holdings (Hong Kong) Limited,

among the above shareholders which is an overseas legal person, is a wholly-owned

subsidiary of a shareholder, Shouguang Chenming Holdings

Company Limited, which is a state-owned legal person. Hence

they are persons acting in concert under Administration of

Disclosure of Information on the Change of Shareholding in

Listed Companies Procedures. Save for the above, it is not

aware that any other shareholders of tradable shares are

persons acting in concert and it is also not aware that any other

shareholders of tradable shares are connected with each other.

Whether an agreed repurchase transaction was entered into during the reporting

period by the top 10 ordinary shareholders and top 10 shareholders of non-

restricted shares of the Company

□ Yes √ No

The top 10 ordinary shareholders and top 10 shareholders of non-restricted

ordinary shares of the Company did not enter into any agreed repurchase

transaction during the reporting period.

— 6 —

Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

2. Total number of shareholders of preference shares and shareholding of the

top ten shareholders of preference shares

√ Applicable □ No applicable

Unit: share

Total number of shareholders of preference shares as at the end of the reporting

period 5

Shareholding of the top ten shareholders of preference shares

Share pledged or

Number of locked-up

Nature of Percentage of Number of restricted Status of

Name of shareholders shareholders shareholding shares held shares held shares Number

GUOXIN LEASING CO., Domestic ordinary 35.56% 8,000,000 0 — —

LTD. legal person

QILU BANK CO., LTD. — Fund, wealth 26.67% 6,000,000 0 — —

QILU BANK QUANXIN management

WEALTH product etc.

MANAGEMENT

PRODUCT SERIES

LAIWU GUANGYANG Domestic ordinary 20.00% 4,500,000 0 — —

INVESTMENT CO., LTD. legal person

SHANDONG DONGTAI Domestic ordinary 8.89% 2,000,000 0 — —

IMPORT AND EXPORT legal person

CO., LTD.

SHANDONG TAISHAN Domestic ordinary 8.89% 2,000,000 0 — —

STEEL GROUP legal person

COMPANY LIMITED

Shareholding of the top ten shareholders of non-restricted preference shares

Total number of non-restricted

Name of shareholders preference shares held

GUOXIN LEASING CO., LTD. 8,000,000

QILU BANK CO., LTD. — QILU BANK QUANXIN WEALTH 6,000,000

MANAGEMENT PRODUCT SERIES

LAIWU GUANGYANG INVESTMENT CO., LTD. 4,500,000

SHANDONG DONGTAI IMPORT AND EXPORT CO., LTD. 2,000,000

SHANDONG TAISHAN STEEL GROUP COMPANY LIMITED 2,000,000

Connected relationship or connected party relationship among the above It is not aware that the above

shareholders shareholders of preference shares are

persons acting in concert and it is also

not aware that the above shareholders of

preference shares are connected with

each other.

— 7 —

Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

III Material matters

I. Details and reasons for changes of major accounting statement items and

financial indicators during the reporting period

√ Applicable □ Not applicable

(I) Analysis of the assets and liabilities of the Company

Unit: RMB

Reason for

Item 31 March 2016 31 December 2015 Change change

Prepayments 1,677,854,473.94 1,072,990,234.05 56.37% (1)

Non-current assets due

within one year 4,301,273,250.54 2,893,133,653.86 48.67% (2)

Other current assets 9,474,404,485.90 7,582,839,356.54 24.95% (3)

Staff remuneration

payables 149,143,065.75 205,840,694.03 -27.54% (4)

Interest payable 268,753,198.21 150,075,698.23 79.08% (5)

Long-term payables 575,500,000.00 344,000,000.00 67.30% (6)

Special payables 281,039,716.66 176,983,516.66 58.79% (7)

Other equity

instruments 4,821,550,000.00 2,582,800,000.00 86.68% (8)

Explanation of the reasons leading to the major changes:

(1) Prepayments increased by 56.37% as compared to the beginning of the year

mainly due to an increase in prepayments for raw materials.

(2) Non-current assets due within one year increased by 48.67% as compared

with the beginning of the year mainly due to an increase in long term finance

lease payments due within one year.

(3) Other current assets increased by 24.95% as compared to the beginning of

the year mainly due to an increase in receivables under financial lease due

within one year.

(4) Staff remuneration payables decreased by 27.54% as compared to the

beginning of the year mainly due to the payment of year-end bonus at the

beginning of the year.

— 8 —

Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

(5) Interest payables increased by 79.08% as compared to the beginning of the

year mainly due to the accrued interests of corporate bonds and medium-

term notes.

(6) Long-term payables increased by 67.30% as compared to the beginning of

the year mainly due to the special funds from China Development Bank of

RMB200 million received by Zhanjiang Chenming, a subsidiary of the

Company.

(7) Special payables increased by 58.79% as compared to the beginning of the

year mainly due to the government special fund of RMB104 million received

by Huanggang Chenming, a subsidiary of the Company.

(8) Other equity instruments increased by 86.68% as compared to the beginning

of the year mainly due to the issue of preference shares in the amount of

RMB2,250 million.

(II) Reasons for significant year on year changes of income statement items

during the reporting period

Unit: RMB

Reasons

Item January - March 2016 January - March 2015 Change for change

Business taxes and

surcharges 35,522,816.60 20,088,579.62 76.83% (1)

Finance expenses 492,709,119.49 297,978,452.89 65.35% (2)

Investment income 14,515,005.16 23,610,110.99 -38.52% (3)

Non-operating income 122,346,818.32 37,469,403.87 226.52% (4)

Income tax expenses 163,276,472.80 67,828,016.18 140.72% (5)

Explanation of the reasons leading to the major changes:

(1) Business taxes and surcharges increased by 76.83% as compared to the

corresponding period of last year mainly due to a year-on-year increase in

financial leasing business of the Company.

(2) Finance expenses increased by 65.35% as compared to the corresponding

period of last year mainly due to an increase in interest expenses and

exchange loss.

— 9 —

Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

(3) Investment income decreased by 38.52% as compared to the corresponding

period of last year mainly due to an increase in investment loss from long-

term equity investments accounted for using the equity method.

(4) Non-operating income increased by 226.52% as compared to the

corresponding period of last year mainly due to an increase in the

government subsidies received by the Company.

(5) Income tax expenses increased by 140.72% as compared to the

corresponding period of last year mainly due to the higher profitability of

the Company.

(III) Analysis of cash flows during the reporting period

Unit: RMB

Reasons

Item January - March 2016 January - March 2015 Change for change

Net cash flows from

operating activities -3,936,890,898.29 -549,893,745.34 -615.94% (1)

Net cash flows from

investment activities -447,467,552.31 -846,978,295.42 47.17% (2)

Net cash flows from

financing activities 4,315,067,987.52 1,430,099,524.47 201.73% (3)

Explanation of the reasons leading to the major changes:

(1) Net cash flows from operating activities decreased by 615.94% mainly due

to an increase in external investment of the financial leasing business.

(2) Net cash flows from investing activities increased by 47.17% mainly due to

a decrease in cash paid for construction of fixed assets during the period.

(3) Net cash flows from financial activities increased by 201.73% mainly due to

the issue of short-term commercial paper and preference shares during the

period.

— 10

Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

II. Progress in respect to material matters and analysis of the related effects

and solutions

√ Applicable □ Not applicable

1. Report on details of changes of equity.

2. Prospectus of non-public issue of preference shares and report on non-public

issue of preference shares.

3. Notice on replacement of self-raised funds invested in advance to projects

with proceeds from issue of preference shares.

4. Notice on obtaining high and new tech enterprise qualifications for the

Company and its subsidiaries.

5. Transfer announcement on non-public issue of preference shares.

6. Proposal of non-public issue of shares for 2016.

Material matter Date of disclosure Search index of the ad-hoc report disclosure website

Report on non-public issue of 25 March 2016 http://www.cninfo.com.cn

preference shares

Prospectus of non-public 25 March 2016 http://www.cninfo.com.cn

issue of preference shares

Report on details of changes 15 January 2016 http://www.cninfo.com.cn

of equity

Notice on replacement of 25 March 2016 http://www.cninfo.com.cn

self-raised funds invested

in advance to projects with

proceeds from issue of

preference shares.

Notice on obtaining high and 29 March 2016 http://www.cninfo.com.cn

new tech enterprise

qualifications for

subsidiaries

Notice on obtaining high and 2 April 2016 http://www.cninfo.com.cn

new tech enterprise

qualifications for the

Company and its

subsidiaries

Transfer announcement on 7 April 2016 http://www.cninfo.com.cn

non-public issue of

preference shares

Proposal of non-public issue 16 April 2016 http://www.cninfo.com.cn

of shares for 2016

— 10 —

Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

III. Undertakings made by the Company, shareholders, beneficial controllers,

bidders, directors, supervisors, senior management or other related parties

during the reporting period or prior periods but subsisting to the end of the

reporting period

√ Applicable □ Not applicable

Particulars

Party involved Type of Undertaking on the

Undertaking in undertaking undertaking Details of undertaking date Term performance

Undertaking on

shareholding

structure

reformation

Undertaking made in

offering

documents or

shareholding

alternation

documents

Undertaking made

during asset

reconstruction

Undertaking made on Shouguang Non-competitive (1) Shouguang Chenming Holdings Co., Ltd. 22 May 2008 9999-12-31 Strictly

initial public Chenming undertaking (“Shouguang Chenming Holdings”) shall not engage, implemented

offering or Holdings Co., whether solely, jointly, or by representing itself or any

refinancing Ltd. other persons or companies, and shall not procure its

associates (as defined in The Listing Rules of Hong

Kong Stock Exchange) to engage, in any business which

competes with the business of the Company and its

subsidiaries (“Chenming Group” or “we”) directly or

indirectly, in any country and region which our business

exists (or any part of the world if in any form of

electronics business), or in any business that directly or

indirectly competes with Chenming Group’s business

which we operate from time to time (including but not

limited to any business in the form of sole

proprietorship, joint ventures or acquisitions, or holding

interests directly or indirectly in such enterprises, or by

any other means); (2) in the event that Shouguang

Chenming Holdings is required by its business to,

whether solely, jointly, or by representing itself or any

other persons or companies, engage in business which

directly or indirectly competes against the business of

Chenming Group, or obtain any business opportunity

which directly or indirectly competes against the

business of Chenming Group, it shall endeavour to

procure that Chenming Group shall have priority to

obtain the right to operate such business or to obtain

such business opportunity; (3) if Shouguang Chenming

Holdings is in breach of the abovementioned

undertakings, it shall indemnify the Company for any

loss caused by such breach and the Company shall have

the right to acquire all businesses of Shouguang

Chenming Holdings, which directly or indirectly

compete with the businesses of our Group, at market

price or cost price (whichever price is lower); (4)

Shouguang Chenming Holdings shall not make use of its

position as the controlling shareholder (as defined in The

Listing Rules of Hong Kong Stock Exchange) of our

Company to jeopardise the legal interests of Chenming

Group and its shareholders with other persons or

companies or on their behalf.

— 11 —

Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

Particulars

Party involved Type of Undertaking on the

Undertaking in undertaking undertaking Details of undertaking date Term performance

Shouguang Defective (1) According to the plan on defective properties of the 16 January 9999-12-31 Strictly

Chenming properties Company, Shouguang Chenming Holdings Co., Ltd. 2008 implemented

Holdings Co., (“Shouguang Chenming Holdings”) has guaranteed and

Ltd. undertaken that: according to the application of the

Company, for defective property(ies) owned by the

Company and its holding subsidiary company which

situated in the administrative area of Shouguang city,

Shouguang Chenming Holdings will purchase it(them)

and have it(them) being transferred to itself pursuant to

the law in accordance with the result of the related asset

valuation if the Company decides to transfer and dispose

of it(them) and there is no other transferee; (2) before

the Company transfers and disposes of the defective

properties pursuant to the law, if the Company suffers

any economic losses due to the defects of the title

(including but not limited to damages, penalties and

relocation costs), Shouguang Chenming Holdings will

bear such economic losses; (3) during the regulatory

process taken to the defective properties of buildings

and land of subsidiaries of the Company situated outside

the local areas (outside the administrative area of

Shouguang city), the economic losses such as penalties

or relocation costs imposed by competent administrative

authorities to be borne by the subsidiaries arising from

defects of insufficient title documents shall be paid

pursuant to the law by Shouguang Chenming Holdings

after verification.

Equity incentive undertaking

Other undertakings The Company Undertaking of Taking into consideration the dilution of the current 25 March 9999-12-31 Strictly

made to minority specific remedial return of shareholders of ordinary shares due to the issue 2016 implemented

shareholders of measures in the of preference shares, in order to maintain compliance

the Company non-public issue with the Opinions of the General Office of the State

of preference Council on Further Strengthening the Protection of

shares Legitimate Rights and Interests of Small and Medium

Investors in Capital Market, protect the interests of

shareholders of ordinary shares and make up for the

potential loss of current return due to the issue of

preference shares, the Company has undertaken to adopt

various measures to ensure the effective use of proceeds,

prevent the dilution of the current return and enhance

future profitability.

Does the undertaking Yes

performed timely?

IV. Estimate of the operating results for January - June 2016

Warning of projection on cumulative net profit for the period from the beginning

of the year to the end of the next reporting period to be at a loss or expected to

have material changes as compared to the corresponding period of prior year and

its explanation

□ Applicable √ Not applicable

— 12 —

Report for the First Quarter of 2016 of Shandong Chenming Paper Holdings Limited

V. Security investments

□ Applicable √ Not applicable

The Company did not have any security investments during the reporting period.

VI. Derivatives investments

□ Applicable √ Not applicable

The Company did not have any derivative investments during the reporting

period.

VII. Registration report on reception of research investigations, communications

and interviews during the reporting period

□ Applicable √ Not applicable

The Company did not have any reception of research investigations,

communications and interviews during the reporting period.

VIII. External guarantees against the rules and regulations

□ Applicable √ Not applicable

There was no external guarantee provided by the Company which was against the

rules and regulations during the reporting period.

IX. Appropriation of funds of the Company by the controlling shareholder and

its related parties for non-operating purposes

□ Applicable √ Not applicable

There was no appropriation of funds of the Company by the controlling

shareholder and its related parties for non-operating purposes during the

reporting period.

SHANDONG CHENMING PAPER HOLDINGS LIMITED

27 April 2016

— 13 —

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