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山东晨鸣纸业集团股份有限公司2014年年度报告(英文版) 下载公告
公告日期:2015-03-27
I    Important Notice, Table of Contents and Definitions
The board of directors (the “Board”), the supervisory committee (the “Supervisory Committee”) and the directors (the “Directors”),
supervisors (the “Supervisors”) and senior management (the “Senior Management”) of the Company hereby warrant the
truthfulness, accuracy and completeness of the contents of the annual report (the “Report”), guarantee that there are no false
representations, misleading statements or material omissions contained in this Report, and are jointly and severally responsible
for the liabilities of the Company.
All Directors were present in person at the Board meeting to consider and approve this Report.
The proposed profit distribution plan of the Company was considered and passed by the Board: based on the number of the
shares as at the dividend distribution registration date, a dividend of RMB1.40 (tax inclusive) per 10 shares was to be paid and no
bonus shares (tax inclusive) were to be delivered to all shareholders without increase of share capital from reserves.
Chen Hongguo, head of the Company, Dong Lianming, head in charge of accounting and Liu Jun, head of the accounting
department (Accounting Officer), declare that they warrant the truthfulness, accuracy and completeness of the financial
statements in the annual report.
    I      Important Notice, Table of Contents and Definitions
    Table of contents
    I      Important Notice, Table of Contents and Definitions ............................................................................................................
    II     Company Profile ....................................................................................................................................................................     4
    III    Summary of Accounting Data and Financial Indicators ........................................................................................................
    IV     Chairman’s Report .................................................................................................................................................................     9
    V      Directors’ Report ................................................................................................................................................................... 12
    VI     Material Matters ..................................................................................................................................................................... 51
    VII    Changes in Share Capital and Shareholders ......................................................................................................................... 65
    VIII   Preference Shares ................................................................................................................................................................. 73
    IX     Directors, Supervisors, Senior Management and Staff ......................................................................................................... 74
    X      Corporate Governance .......................................................................................................................................................... 84
    XI     Internal Control ...................................................................................................................................................................... 104
    XII    Financial Report ..................................................................................................................................................................... 110
    XIII   Documents Available for Inspection ...................................................................................................................................... 266
2
I      Important Notice, Table of Contents and Definitions
Definitions
Item                              means         Definition
Company or Chenming Paper         means         Shandong Chenming Paper Holdings Limited
Group                             means         Shandong Chenming Paper Holdings Limited and its subsidiaries
Chenming Holdings                 means         Shouguang Chenming Holdings Company Limited
Shenzhen Stock Exchange           means         Shenzhen Stock Exchange
Stock Exchange                    means         The Stock Exchange of Hong Kong
CSRC                              means         China Securities Regulatory Commission
Shandong CSRC                     means         Shandong branch of China Securities Regulatory Commission
Zhanjiang Chenming                means         Zhanjiang Chenming Pulp & Paper Co., Ltd.
Jiangxi Chenming                  means         Jiangxi Chenming Paper Co., Ltd.
Wuhan Chenming                    means         Wuhan Chenming Hanyang Paper Holdings Co., Ltd.
Chenming (HK)                     means         Chenming (HK) Limited
Haiming Mining                    means         Haicheng Haiming Mining Company Limited
Jilin Chenming                    means         Jilin Chenming Paper Co., Ltd.
Shouguang Meilun                  means         Shouguang Meilun Paper Co., Ltd.
Chenming Sales Company            means         Shandong Chenming Paper Sales Company Limited
Chenming Power                    means         Shandong Chenming Power Supply Holdings Co., Ltd.
Finance Company                   means         Shandong Chenming Group Finance Co., Ltd.
Financial Leasing Company         means         Shandong Chenming Financial Leasing Co., Ltd.
reporting period                  means         The period from 1 January 2014 to 31 December 2014
Important Risk Notice
The Company is exposed to various risk factors such as macro-economic fluctuation, adjustment of state policy, intensified
competition in the industry, as well as change in exchange rate. Investor should be aware of investment risks. For further details,
please refer to the risk factors likely to be faced and the measures to be taken to address them as set out in the outlook on the
future development of the Company in Directors’ Report.
    II Company Profile
    I.    Company profile
          Stock abbreviation                                                         Stock Code
          Stock abbreviation                                       B                 Stock Code
          Stock abbreviation                                    Chenming Paper       Stock Code
          Stock exchanges on which the shares are listed        Shenzhen Stock Exchange and The Stock Exchange of Hong Kong
          Legal name in Chinese of the Company
          Legal short name in Chinese of the Company
          Legal name in English of the Company (if any)         SHANDONG CHENMING PAPER HOLDINGS LIMITED
          Legal short name in English of the Company (if any)   SCPH
          Legal representative of the Company                   Chen Hongguo
          Registered address                                    No. 595 Shengcheng Road, Shouguang City, Shandong Province
          Postal code of registered address
          Office address                                        No. 2199 Nongsheng East Road, Shouguang City, Shandong Province
          Postal code of office address
          Website of the Company                                http://www.chenmingpaper.com
          Email address                                         chenmmingpaper@163.com
    II.   Contact persons and contact methods
                                Secretary to the Board              Securities Affairs Representative   Hong Kong Company Secretary
          Name                  Wang Chunfang                       Xiao Peng                           Poon Shiu Cheong
          Correspondence        No. 2199 East Nongsheng Road,       No. 2199 East Nongsheng Road,       22nd Floor, World Wide House,
            Address             Shouguang City, Shandong Province   Shouguang City, Shandong Province   Central, Hong Kong
          Telephone             (86)-0536-2158008                   (86)-0536-2158008                   (852)-2501 0088
          Facsimile             (86)-0536-2158977                   (86)-0536-2158977                   (852)-2501 0028
          Email address         chenmmingpaper@163.com              chenmmingpaper@163.com              kentpoon_1009@yahoo.com.hk
    III. Information disclosure and places for inspection
          Designated newspapers for                        China Securities Journal, Shanghai Securities News, Securities Times,
            information disclosure                         Securities Daily and Hong Kong Commercial Daily
          Designated websites for the publication of       Domestic: http://www.cninfo.com.cn; Overseas: http://www.hkex.com.hk
            the Annual Report as approved by CSRC
          Places for inspection of the                     Securities and investment management department of the Company
            Company’s Annual Report
4
II Company Profile
IV. Change in registration
                                                                                Legal Person
                                                                                Business License       Taxation
                                 Date of                                        Registration           Registration
                                 Registration   Address of Registration         Number                 Number            Organisation Code
     First Registration          5 May 1993     No. 595 Shengcheng Road,        16568230-2             370783613588986   61358898-6
                                                Shouguang City,
                                                Shandong Province
     Registration at the end   28 May 2014      No. 595 Shengcheng Road,        370000400001170        370783613588986   61358898-6
       of the reporting period                  Shouguang City,
                                                Shandong Province
     Change of principal activities             No
       since its listing
     Change of the controlling                  Please refer to III. Company Overview of section XII of this report.
       shareholder
V.   Other relevant information
     CPAs engaged by the Company
     Name of CPAs                                Ruihua Certified Public Accountants (Special General Partnership)
     CPAs’ Office Address                       8-9/F, Block A, Corporation Building, No. 35 Finance Street,
                                                 Xicheng District, Beijing
     Name of the Signing Certified               Wang Chuanshun and Jing Chuanxuan
       Public Accountants
     Sponsors engaged by the Company to continuously perform its supervisory function during the reporting period
    Applicable √ Not applicable
     Financial Advisors engaged by the Company to continuously perform its supervisory function during the reporting period
    Applicable √ Not applicable
    III Summary of Accounting Data and Financial Indicators
    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
                                                                                                     for the year
                                                                                                 as compared to
                                                                  2014                2013      the prior year (%)
         Revenue (RMB)                                19,101,677,077.69   20,388,890,067.41              -6.31%      19,761,679,230.05
         Net profit attributable to shareholders
           of the Company (RMB)                         505,204,384.73      710,655,331.72              -28.91%        221,034,822.54
         Net profit after extraordinary gains or
           losses attributable to shareholders
           of the Company (RMB)                         130,445,644.83      406,170,148.25              -67.88%        -159,777,900.37
         Net cash flows from operating
           activities (RMB)                             985,399,735.85     1,122,616,800.91             -12.22%       1,956,866,477.99
         Basic earnings per share (RMB per share)                 0.26                 0.35             -25.71%                   0.11
         Diluted earnings per share (RMB per share)               0.26                 0.35             -25.71%                   0.11
         Rate of return on net assets on
           weighted average basis                               3.62%               5.11%                -1.49%                1.63%
                                                                                              Increase/decrease
                                                                                                 as at the end of
                                                                                              the year compared
                                                          As at the end       As at the end         to the end of        As at the end
                                                                of 2014             of 2013     the prior year (%)             of 2012
         Total assets (RMB)                           56,822,026,545.21   47,521,883,569.18              19.57%      47,725,421,927.39
         Net assets attributable to shareholders
           of the Company (RMB)                       13,917,343,301.15   14,039,888,226.11              -0.87%      13,759,496,179.85
6
III Summary of Accounting Data and Financial Indicators
II.   Differences in accounting data under domestic and overseas accounting standards
      1.    Differences between the net profit and net assets disclosed in accordance with international
            accounting standards and China accounting standards in the financial report
               Applicable √ Not applicable
            There was no difference between the net profit and net assets disclosed in accordance with international accounting
            standards and China accounting standards in the financial report during the reporting period.
      2.    Differences between the net profit and net assets disclosed in accordance with overseas accounting
            standards and China accounting standards in the financial report
               Applicable √ Not applicable
            There was no difference between the net profit and net assets disclosed in accordance with overseas accounting
            standards and China accounting standards in the financial report during the reporting period.
III. Five-year financial summary under Hong Kong Financial Reporting Standards
                                                                                                                 Unit: RMB’0,000
                                                                       For the year ended 31 December
                                                 2014          2013              2012             2011        2010
      Revenue                              1,910,168     2,038,889      1,976,168        1,774,749       1,720,312   1,481,525
      Profit before tax                       56,101        86,629         -1,614           69,899         156,235     120,838
      Tax                                     10,770        17,594         -6,283           11,026          26,070      21,901
      Profit for the current period
    attributable to shareholders
    of the parent company                 50,520        71,066         22,103            60,827       116,334       86,295
      Minority interests                      -5,190        -2,030        -17,435            -1,954        13,832       12,643
      Basic earnings per share
        (RMB/share)                             0.26           0.35           0.11              0.29          0.56         0.41
      Rate of return on net assets on
    weighted average basis (%)            3.62%         5.11%          1.63%             4.50%          8.59%        6.63%
                                                                                                                 Unit: RMB’0,000
                                                                       For the year ended 31 December
                                                 2014          2013              2012             2011        2010
      Total assets                         5,682,203     4,752,188      4,772,542        4,563,083       3,507,713   2,812,613
      Total liabilities                    4,247,396     3,288,353      3,338,000        3,064,305       1,981,693   1,371,842
      Minority interests                      43,073        59,847         58,592          145,915         172,441     173,570
      Equity interest attributable
    to shareholders of
    the parent company                 1,391,734     1,403,989      1,375,950        1,352,862       1,353,579   1,267,202
      Net current assets/(liabilities)      -452,549      -106,347         24,638         -268,280        -107,760     347,612
      Total assets less
    current liabilities                2,872,637     2,823,321      2,775,419        2,571,188       2,241,506   2,106,131
    III Summary of Accounting Data and Financial Indicators
    IV. Items and amounts of extraordinary gains or losses
        √ Applicable         Not applicable
                                                                                                                         Unit: RMB
    Item                                   Amounts for 2014   Amounts for 2013    Amounts for 2012     Explanation
    Profit or loss from disposal
          of non-current assets
          (including write-off of provision
          for assets impairment)                  65,276,190.37      -6,367,477.99        26,092,788.22
    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                     260,000,612.10     174,947,619.19      235,157,521.57
    Payment for use of funds from
          non-financial institutions
          accounted for in profit or loss
          for the current period                  82,833,581.81
    Gain arising from investment costs
          for acquisition of subsidiaries,
          associates and joint-ventures by
          the corporation being less than
          its share of fair value of
          identifiable net assets of
          the investees on acquisition                                2,408,368.37
    Gain or loss from changes in
          fair value of consumable
          biological assets subsequently
          measured at fair value                   6,856,815.32      11,221,828.76        47,882,076.87
    Profit or loss from debt
          restructuring                            1,725,797.17         268,577.19           941,44

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