| Stock code: 000488, 200488 | Stock abbreviation: Chenming Paper Chenming B | Announcement No.:2023-066 |
2023 Interim Report Summary of
Shandong Chenming Paper Holdings Limited
I. IMPORTANT NOTICEThis interim report summary is extracted from the text of the interim report. For the full understanding of the operating results,financial position and plan for further development, investors should carefully read the text of the interim report published on themedia as designated by the CSRC.All directors have attended the board meeting to review this report.Notice of non-standard auditor’s opinion
□ Applicable ? Not applicable
A proposed profit distribution plan on ordinary shares or a proposed plan on conversion of capital reserves into share capital forthe reporting period was considered and passed by the Board
□ Applicable ? Not applicable
The Company proposes not to distribute cash dividend, issue bonus share, or capitalise from capital reservesA proposed profit distribution plan on preference shares for the reporting period was considered and approved by the Board
□ Applicable ? Not applicable
II. BASIC INFORMATION ABOUT THE COMPANY
1. Company profile
| Stock abbreviation | 晨鸣纸业 | Stock code | 000488 |
| 晨鸣B | 200488 | ||
| Stock exchange on which the shares are listed | Shenzhen Stock Exchange | ||
| Stock abbreviation | CHENMING PAPER | Stock code | 01812 |
| Stock exchange on which the shares are listed | The Stock Exchange of Hong Kong Limited | ||
| Stock abbreviation before any changes (if any) | None | ||
| Contact persons and contact methods | Secretary to the Board | Hong Kong Company Secretary | |
| Name | Yuan Xikun | Chu Hon Leung | |
| Correspondence address | No.2199East Nongsheng Road, Shouguang City, Shandong Province | 22nd Floor, World Wide House, Central, Hong Kong | |
| Telephone | 0536-2158008 | 00852-21629600 | |
| Email address | chenmmingpaper@163.com | liamchu@li-partners.com | |
2. Major financial data and financial indicators
Retrospective adjustment to or restatement of the accounting data for prior years by the Company
□ Yes ? No
| The reporting period | The corresponding period of the prior year | Increase/decrease for the reporting period as compared to the corresponding period of the prior year | |
| Revenue (RMB) | 12,564,962,781.31 | 16,676,428,365.83 | -24.65% |
| Net profit attributable to shareholders of the Company (RMB) | -688,080,164.10 | 230,141,463.76 | -398.98% |
| Net profit after extraordinary gains or losses attributable to shareholders of the Company | -811,839,217.49 | 173,407,927.13 | -568.17% |
| (RMB) | |||
| Net cash flows from operating activities (RMB) | 1,783,087,747.59 | 998,264,209.45 | 78.62% |
| Basic earnings per share (RMB per share) | -0.250 | 0.064 | -490.63% |
| Diluted earnings per share (RMB per share) | -0.250 | 0.064 | -490.63% |
| Rate of return on weighted average net assets | -4.15% | 1.02% | Decrease by 5.17 percentage points |
| As at the end of the reporting period | As at the end of the prior year | Increase/decrease as at the end of the reporting period as compared to the end of the prior year | |
| Total assets (RMB) | 82,652,860,756.58 | 84,301,017,409.62 | -1.96% |
| Net assets attributable to shareholders of the Company (RMB) | 18,287,406,923.90 | 19,084,565,494.92 | -4.18% |
Data specification: The net profit attributable to shareholders of the Company does not exclude the effect of the interestpayment deferred and accumulated to subsequent periods for Perpetual Bonds. When calculating financial indicators such asearnings per share and rate of return on weighted average net assets, the interest on Perpetual Bonds of RMB44,481,369.86 duringthe reporting period is deducted.
3. Share capital and shareholders
Unit: Shares
| Total number of ordinary shareholders as at the end of the reporting period | 146,991, of which 125,210 were holders of A shares, 21,454 were holders of B shares and 327 were holders of H shares | Total number of holders of preference shares with restored voting right as at the end of the reporting period (if any) | 0 | ||||
| Shareholdings of top 10 shareholders | |||||||
| Name of shareholder | Nature of shareholder | Percentage of shareholding | Number of shares held | Number of restricted shares held | Share pledged, marked or locked-up | ||
| Status of shares | Number | ||||||
| CHENMING HOLDINGS COMPANY LIMITED | State-owned legal person | 15.35% | 457,322,919 | 0 | Pledged | 247,040,000 | |
| HKSCC NOMINEES LIMITED | Overseas legal person | 12.53% | 373,440,375 | 0 | |||
| CHENMING HOLDINGS (HONG KONG) LIMITED(Note 1) | Overseas legal person | 12.22% | 364,131,563 | 0 | |||
| Hong Zejun | Domestic natural person | 3.02% | 90,000,000 | 0 | |||
| Chen Hongguo | Domestic natural person | 1.04% | 31,080,044 | 23,310,033 | |||
| SHANDONG SUN HOLDINGS GROUP CO., LTD. | Domestic non-state-owned legal person | 0.84% | 24,987,117 | 0 | |||
| CHINA MERCHANTS SECURITIES (HK) CO., LIMITED | Overseas legal person | 0.58% | 17,378,201 | 0 | |||
| HONG KONG SECURITIES CLEARING COMPANY LIMITED | Overseas legal person | 0.54% | 15,968,039 | 0 | |||
| Du Haibin | Domestic natural person | 0.53% | 15,766,502 | 0 | |||
| VANGUARD EMERGING MARKETS STOCK INDEX FUND | Overseas legal person | 0.50% | 14,852,146 | 0 | |||
| Related party relationship or acting in concert among the above shareholders | A shareholder, Chenming Holdings (Hong Kong) Limited, which is an overseas legal person, is a wholly-owned subsidiary of a shareholder, Chenming Holdings Company Limited, which is a state-owned legal person; A shareholder, Chen Hongguo, is the legal representative and chairman of Chenming Holdings Company Limited. Save for the above, it is not aware that any other shareholders of tradable shares are persons acting in concert. It is also not aware that any other shareholders of tradable shares are related to each other. | ||||||
| Securities margin trading of shareholders | Chenming Holdings Company Limited held 457,322,919 RMB ordinary shares, of which 326,322,919 shares were held through ordinary account and 131,000,000 shares were held through credit guarantee security account; Hong Zejun held 90,000,000 RMB ordinary shares, of which 5.800.000 shares were held through ordinary account and 84,200,000 shares were held through credit guarantee security account; Shandong Sun Holdings Group Co., Ltd. held 24,987,117 RMB ordinary shares, of which no share was held through ordinary account and 24,987,117 shares were held through credit guarantee security account. | ||||||
Note 1: In order to meet its own capital needs, Chenming Holdings (Hong Kong) Limited conducted share financing business withoverseas institutions, entrusting 210,717,563 B shares and 153,414,000 H shares of the Company held by it to the custodybrokerage designated by overseas institutions. The aforesaid shares are subject to the risk of not to be recovered, which may leadto a reduction in the Company’s shareholding, but does not affect Chenming Holdings’ position as the largest shareholder, anddoes not affect the Company’s control. For details, please refer to the announcement disclosed by the Company on CNINFO on 18
July 2023 (announcement no.: 2023-058) and the insider information disclosed by the Company on the website of Hong KongStock Exchange on 18 July 2023.
4. Change of controlling shareholders or beneficial controllers
Change of controlling shareholders during the reporting period
□Applicable ? Not applicable
There was no change of controlling shareholders of the Company during the reporting period.Change of beneficial controllers during the reporting period
□Applicable ? Not applicable
There was no change of beneficial controllers of the Company during the reporting period.
5. Total number of holders of preference shares and the shareholdings of top ten holders of preferenceshares
□Applicable ? Not applicable
There was no shareholding by holders of preference shares of the Company during the reporting period.
6. Bonds subsisting as at the date of approval of the interim report
? Applicable □ Not applicable
(1) Basic information on bonds
| Name of bond | Bond abbreviation | Bond code | Issue date | Maturity date | Outstanding amount of the bonds (RMB’0,000) | Interest rate |
| 2017 first tranche of medium-term notes of Shandong Chenming Paper Holdings Limited | 17 Lu Chenming MTN001 | 101779001 | 11 July 2017 | 12 July 2023 | 100,000.00 | 8.97% |
Other explanations:
According to the “Prospectus of the 2017 First Tranche of Medium-term Notes of Shandong Chenming Paper HoldingsLimited”, “17 Lu Chenming MTN001” is subject to the issuer’s redemption option. On 11 May 2023, the Company published theAnnouncement on the Exercise of the Redemption Option of the 2017 First Tranche of Medium-term Notes and theAnnouncement on the Redemption of the 2017 First Tranche of Medium-term Notes on Shanghai Clearing House(www.shclearing.com) and Chinamoney (www.chinamoney.com.cn). The Company chose to redeem “17 Lu Chenming MTN001”in full, and completed the payment of the principal and interest on 12 July 2023. To date, all the bonds of the Company have beenredeemed.
(2) Financial indicators as at the end of the reporting period
Unit: RMB’0,000
| Item | As at the end of the reporting period | As at the end of the prior year |
| Gearing ratio | 72.28% | 71.85% |
| Current ratio | 62.61% | 63.04% |
| Quick ratio | 49.20% | 49.90% |
| Item | The reporting period | The corresponding period of the prior year |
| Net profit after extraordinary gains or losses | -81,183.92 | 17,340.79 |
| EBITDA interest coverage ratio | 1.36 | 2.72 |
| Interest coverage ratio | -0.09 | 1.33 |
| Cash interest coverage ratio | 2.98 | 2.11 |
III. Matters of significance
1. Entering into the Strategic Cooperation Agreement with China Construction Bank Shandong BranchOn 24 April 2023, The Company entered into the Strategic Cooperation Agreement with China Construction Bank Co., Ltd.Shandong Branch (hereinafter referred to as “CCB Shandong”), in which both parties agreed to conduct comprehensive cooperationin the commercial banking and investment banking business, provided that laws and regulations, regulatory requirements, internalrisk management system and relevant business operation procedures of CCB Shandong are complied, internal approval from CCBShandong is obtained and credit conditions are met. After entering into the Agreement, Shandong Construction Bank will be able tofully utilise its service resources to prioritise providing comprehensive financial services to the Company and its subsidiaries, whichwill help the Company further broaden financing channels, optimise capital structure, enhance capital strength and achieve sounddevelopment by relying on the high-quality resources and platforms of large state-owned commercial banks.
For details, please refer to the relevant announcement disclosed by the Company on Cninfo on 26 April 2023 (announcementnumber: 2023-036) and the overseas regulatory announcement disclosed by the Company on the website of Hong Kong StockExchange on 25 April 2023.
2. Repayment of the“18 Chenming Bond 01”of RMB350 million on schedule and completion of delisting
On 3 April 2023, the Company entrusted the Shenzhen Branch of China Securities Depository & Clearing Co., Ltd. to completethe payment of principal and interest of “18 Chenming Bond 01” of RMB350 million in accordance with the "First Tranche ofCorporate Bonds Publicly Issued to Qualified Investors in 2018”. The bond was delisted from the Shenzhen Stock Exchange on thesame day.
For details, please refer to the relevant announcement disclosed by the Company on CNINFO on 30 March 2023 (announcementnumber: 2023-015) and the overseas regulatory announcement disclosed by the Company on the website of Hong Kong StockExchange on 30 March 2023.
3. Proposed full redemption of perpetual bonds of RMB1 billion
On 11 July 2017, the Company issued “17 Lu Chenming MTN001” amounting to RMB1 billion with a term of 3+N. Accordingto the “Prospectus of the Company’s 2017 first tranche of medium-term notes”, “17 Lu Chenming MTN001” is subject to the issuer’sredemption option. The Company proposed to redeem the RMB1 billion perpetual bonds in full. The principal and interest paymenton 12 July 2023 amounted to RMB1,089.70 million. To date, all the bonds of the Company have been redeemed.
For details, please refer to the relevant announcement disclosed by the Company on Shanghai Clearing (www.shclearing.com)and China Money (www.chinamoney.com.cn) on 11 May 2023.
4. Termination of asset purchase through the issuance of shares and cash payments
On 27 February 2023, the Company convened the 2023 first extraordinary general meeting, the 2023 first class meeting forholders of domestic-listed shares and the 2023 first class meeting for holders of overseas-listed shares, at which the Companyconsidered and approved relevant resolutions including the Report on the Agreement on Asset Purchase through Issuance of Sharesand Cash Payments and Connected Transactions (Draft) of the Company. The Company intended to acquire 1.19% equity interests inShouguang Meilun held by Dongxing Securities Investment Co., Ltd., 44.44% limited partnership share in Chenrong Fund held byChongqing International Trust Inc. through issuance of shares. The Company’s wholly-owned subsidiary, Chenming Investment,intends to acquire 0.22% general partnership interest in Chenrong Fund held by Chenming (Qingdao) Asset Management Co., Ltd.’sthrough cash payment. The type of shares to be issued by the Company is A shares, the price of the shares to be issued is RMB4.42per share, and the number of shares to be issued is 71,841,345 shares.
On 14 March 2023, the Company received the Notice on the Acceptance of Application Documents for Asset Purchase throughthe Issuance of Shares of Shandong Chenming Paper Holdings Limited (Shen Zheng Shang Shen [2023] No. 259) (《關於受理山東晨鳴紙業集團股份有限公司發行股份購買資產申請文件的通知》(深證上審[2023]259號)) from the Shenzhen Stock Exchange.
On 29 June 2023, the Company convened the eighth extraordinary general meeting of the tenth session of the Board and theFourth extraordinary general meeting of the tenth session of the Supervisory Committee, at which the Company considered andapproved the Resolution on the Termination of the Asset Purchase through Issuance of Shares and Cash Payments and ConnectedTransactions and Withdrawal of the Application Documents and agreed to terminate the transaction, sign the relevant terminationagreement with the counterparty if needed and apply to the Shenzhen Stock Exchange for relevant application documents for thewithdrawal of the transaction.
For details, please refer to the relevant announcement disclosed by the Company on CNINFO on 28 February 2023, 16 March2023 and 30 June 2023 (announcement number: 2023-010, 2023-014, 2023-048) and the relevant announcement disclosed by theCompany on the website of Hong Kong Stock Exchange on 27 February 2023, 15 March 2023 and 29 June 2023.
| The Board of Shandong Chenming Paper Holdings Limited |
| 30 August 2023 |