上海氯碱化工股份有限公司 2013年年度报告
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Shanghai Chlor-Alkali Chemical Co., Ltd.
600618
2013 Annual Report
March 21, 2O14
上海氯碱化工股份有限公司 2013年年度报告
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Important Notice
1. The Board of Directors, the Supervisory Committee, Directors, Supervisors and senior
executives of 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. Shanghai Shu Lun Pan CPA Ltd. (special general partnership) issued an auditor's report with
standard and unqualified opinion for the Company.
4. Mr. Li Jun, principal of the Company, Mr. He Gang, principal in charge of accounting of the
Company (accounting officer), and Mr. Lai Yonghua, head of accounting department declare
to guarantee the truth, accuracy and integrity of the financial report in this Annual Report.
5. The proposal on profit distribution or the proposal on transferring of the public reserves into
share capital for the report period examined by the Board of Directors: According to the
financial audit report for 2013 issued by Shanghai Shu Lun Pan CPA Ltd. (special general
partnership), in 2013 the net profit of the parent company was RMB 9,450,214.72, and the
undistributed profit of the parent company at beginning of the year was RMB 3,126,574.04
70,479,373.59. After appropriating the statutory surplus reserves of RMB 945,021.47, the
distributable profit at end of the year should be RMB 11,631,767.29, i.e., RMB 0.01 per share.
The Company's proposal for distributing cash dividend in 2013 is as follows:
Based on the Company's total capital of 1,156,399,976 shares on December 31, 2013, the
Company shall distribute cash dividend of RMB 0.05 (tax included) for every 10 shares held,
totally distributing dividend of RMB 5,781,999.88. 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.
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.
7. Is there any non-operational fund occupation by the controlling shareholder or by the related
parties?
No
8. Is there any guarantee for outside entities in violation of the stipulated decision-making
process?
No
上海氯碱化工股份有限公司 2013年年度报告
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Contents
1. Paraphrase and Important Risk Prompt ......................................................................................... 4
2. Company Profile ........................................................................................................................... 5
3. Financial Highlights ...................................................................................................................... 7
4. Report of the Board of Directors ................................................................................................. 10
5. Major Events ............................................................................................................................... 28
6. Changes in shareholding and Particulars of Shareholders .......................................................... 34
7. Particulars of the Directors, Supervisors, Senior Executives and Employees ............................ 38
8. Company Governance ................................................................................................................. 45
9. Internal Control ........................................................................................................................... 47
10. Financial Accounting Report .................................................................................................... 49
11. Documents for Reference .......................................................................................................... 63
上海氯碱化工股份有限公司 2013年年度报告
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1. Paraphrase and Important Risk Prompt
1. Paraphrase
In this Report, except otherwise indicated, these words and expressions should have the
meanings as follows:
Paraphrase for generally-used expressions
CSRC means China Securities Regulatory Committee
SSRB means
Shanghai Regulatory Bureau of China Securities Regulatory
Commission
Huayi Group means Shanghai Huayi (Group) Company
The Company, Company,
or Chlor-Alkali Chemical
means Shanghai Chlor-Alkali Chemical Co., Ltd.
Sodium hydroxide means
Molecular formula: NaOH; a soluble strong alkali. Sodium
hydroxide is easy to be solved into water, has strong
alkalinity, and can supply Na+ ion. These 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.
Chlorine gas means
Molecular formula: Cl2. As an important chemical raw
material, chlorine gas is widely used in the industries such as
papermaking, printing and dyeing, pigment, bleaching
powder, textile industry, chemical fiber, greasem petroleum,
rubber, plastic, pharmacy, disinfection, agricultural pesticide,
metallurgy and electronic industry.
Paste resin means
The Company's production for paste resin mainly adopts two
processes, mixing method and seed 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 means
The special resin produced by the Company is mainly the
customer specially-used material, the medical resin with high
polymeric level such as plasma bag, infusion tube and the seal
with high elasticity and the resin specially used for primary
coating in automobiles.
CPVC means
Chlorinated polyvinyl chloride, mainly used in various pipes
with different caliber and the related fittings such as elbow
and T-joint, the valve body and the wig.
2. Important prompt 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.
上海氯碱化工股份有限公司 2013年年度报告
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2. Company Profile
1. Company information
Chinese name of the Company Shanghai Chlor-Alkali Chemical Co., Ltd.
Short form Chlor-Alkali Chemical
English name of the Company SHANGHAI CHLOR-ALKALI CHEMICAL CO.,LTD.
Abbreviation SCAC
Legal representative of the Company Mr. Li Jun
2. Contact information
Secretary of the Board of
Directors
Securities representative
Name Xu Peiwen Shen Qinyi
Contact address 4747 Longwu Rd., Shanghai 4747 Longwu Rd., Shanghai
Tel. 021-64340601 021-64342640
Fax 021-64341341 021-64341438
E-mail shxpw@126.com shqy_0227@126.com
3. 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
selected by the Company
China Securities News, Shanghai Securities News,
Securities Post and Hong Kong Commercial Daily
Website appointed by China Securities
Regulatory Commission for carrying annual
report
www.sse.com.cn
Site for filing annual report 4747 Longwu Rd., Shanghai
5. The Company's share
The Company's share
Type of share
Stock exchange for
listing of share
Share name Share code
A share
Shanghai Stock
Exchange
Chlor-Alkali Chemical 600618
B share
Shanghai Stock
Exchange
Chlor-Alkali B Share 900908
6. Change of registration during the report period
1) Basic information
During the report period the Company did not have any change in its registration.
2) Consulting of the Company's first registration
For the Company's first registration, please see Brief Introduction to the Company in 2011 Annual
上海氯碱化工股份有限公司 2013年年度报告
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Report.
3) Changes in the Company's main business since its listing in the stock market
The Company has not got any change in its main business since its listing in the stock market.
4) Changes in the Company's controlling shareholder since its listing in the 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 of the public accounting
firm engaged (domestic)
Name
Shanghai Shu Lun Pan CPA Ltd. (special
general partnership)
Business
address
4th Floor, New Huangpu Financial Plaza, No.
61, East Nanjing Rd., Shanghai, China
Name of the
accountant for
signing
China certified accountant: Sang Qimin
China certified accountant: Ling Min
上海氯碱化工股份有限公司 2013年年度报告
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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
Main accounting data 2013 2012
Increase or
decrease than
same period of
last year (%)
2011
Operating income 6,974,211,654.53 6,340,883,649.76 9.99 5,762,526,037.15
Net profit attributable to
shareholders of the listed
Company
16,623,782.76 102,542,136.82 -83.79 229,773,339.37
Net profit attributable to
shareholders of the Company,
after non-recurring profit and
loss
-139,868,977.14 65,211,838.90 -314.48 189,253,732.10
Net cash flow from operating
activities
580,026,390.02 644,308,830.14 -9.98 710,046,662.19
End of 2013 End of 2012
Increase or
decrease (%)
End of 2011
Net assets attributable to
shareholders of the Company
2,848,201,003.60 2,828,464,570.60 0.70 2,726,202,649.91
Total assets 5,992,581,029.65 6,340,132,786.82 -5.48 6,007,929,351.75
2) Main financial data
Main financial indexes 2013 2012
Increase or
decrease than same
period of last year
(%)
2011
Basic earnings per share (RMB/share) 0.0144 0.0887 -83.77 0.1987
Diluted earnings per share (RMB/share) 0.0144 0.0887 -83.77 0.1987
Basic earnings per share after non-recurring
profit and loss (RMB/share)
-0.121 0.0564 -314.54 0.1637
Return on net assets, weighted average (%) 0.5857 3.6921 Decrease by 3.11% 8.78
Return on net assets after non-recurring profit
and loss, weighted average (%)
-4.9279 2.3480
Decrease by 7.28
percentage points
7.24
2. Items of non-recurring profit and loss
Unit: RMB
Items of non-recurring
profit and loss
Amount in
2013
Note (if apply)
Amount in
2012
Amount in 2011
Profit and loss from
disposal of
non-current assets
71,743,954.84
Mainly the income from
selling its equity interest in
the subsidiaries Shanghai
Tianyuan (Group) High
Molecular Material Co., Ltd.
and Shanghai Chlor-alkali
Construction Antisepsis
12,512,201.40 26,696,105.82
上海氯碱化工股份有限公司 2013年年度报告
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Installation Engineering Co.,
Ltd.
Tax return and
exemption approved by
the authority beyond its
right, or without official
approval file or
occasionally happened
1,120,000.00
Received fund for support
to the enterprise
3,754,074.00 1,972,983.85
Government subsidy
attributable to profit
and loss of current
period, except such
government subsidy
closely related to the
Company's normal
business operation,
meeting the regulation
of national policy and
enjoyed constantly in
certain quota or
quantity according to a
certain standard
111,427,687.60
Mainly the received project
subsidy for adjustment of
industrial structure
7,605,127.69 34,105,987.51
The income generated
when the cost for the
Company acquiring the
investment in the
subsidiaries, affiliated
enterprises and the joint
ventures is less than the
fair value of the
recognized net assets of
the invested units
enjoyed while acquiring
the investment
7,427,541.47
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
financial liabilities and
salable financial
assets, except that
from the effective
hedge business related
to the Company's
normal operating
business
136,030.13 125,484.00
上海氯碱化工股份有限公司 2013年年度报告
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Return of provision for
depreciation of
receivables with
depreciation tested
individually
7,405,732.81
Other non-operating
revenue and
expenditure other than
above items
7,086,532.41
Mainly the fund non-payable
due to long account age in
disposal
2,528,619.33 81,716,513.82
Other profit and loss
items meeting the
definition of
non-recurring profit
and loss
-35,532,990.89
The unemployment
compensation to the
employees due to production
halt of the Company's
important production unit F2
caused by the need for the
adjustment of industrial
structure and the
energy-saving and emission
reduction
4,311,535.50 -115,863,185.50
Impact of minority
interests
-32,543.41 -876,846.11 4,554,376.69
Impact of income tax 680,119.35 -67,985.49 -194,391.73
Total 156,492,759.90 37,330,297.92 40,519,607.27
3. Items measured with fair value
Unit: RMB
Item
Beginning
balance
Closing balance
Change in
current period
Impact on profit
of current period
Salable financial assets 9,905,288.69 10,926,604.39 1,021,315.70 0.00
Total 9,905,288.69 10,926,604.39 1,021,315.70 0.00
上海氯碱化工股份有限公司 2013年年度报告
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4. Report of the Board of Directors
1. Discussion and analysis of the Board of Directors on the operation status during the report period
The year of 2013 is still a hard year for Chinese chlor-alkali industry. Under the background that the
world economy is increasing slightly in uncertain status and the domestic economy is still facing the
downward pressure, the chlor-alkali industry, as a basic chemical industry, is running with severe
difficulties. In the whole year, this industry got three changes. First, the increasing speed of production
capacity was slowed down remarkably. According to the statistics of China Chlor-Alkali Industry
Association, as off the end of 2013, in China the production capacity of sodium hydroxide was
38,500,000 tons, an increase of 3.05% than previous year, and the production capacity of PVC was
24,760,000, an increase of 5.77% than previous year. Among them, the newly-increased production
capacities for sodium hydroxide and PVC are respectively 3,610,000 tons and 2,860,000 tons, and the
reduced production capacities for sodium hydroxide and PVC are respectively 2,470,000 tons and
1,510,000 tons. This means the production capacity of the chlor-alkali industry is under adjustment.
Secondly, the profitability space was narrowed further. The price of upstream resource was rising
slightly, but in the whole year the price of the end product, sodium hydroxide, was dropping by about
15%, and the price of PVC was also very low. So it is impossible to make up the loss of chlorine with
the profit of alkali. More than of the enterprises in the chlor-alkali industry have got loss. Especially all
the PVC products have got loss. Thirdly, the competition structure has been changed. The enterprises
lacking resources and industrial chain have gradually disappeared, while the enterprises possessing
resources and market demand are developing based on industrial park mode and recycling economy
mode and are striving to make reorganization.
The Company analyzed the situation and overcame the difficulties actively, promoted the strategy of
"transformation through innovation and upgrading" steadily, strived to win profit and liquidize the stock
asset actively and stably. Due to the joint efforts of all the employees and the strong support of Huayi
Group, the Company has finally realized the profit target drawn at beginning of the year. In 2013, the
Company realized gross operating income of RMB 6,974,000,000, increasing by 9.99% than previous
year, gross profit of RMB 31,310,000, increasing by 72.76% than previous year, net profit attributable to
shareholders of the Company of RMB 16,620,000, decreasing by 83.79% than previous year, and
investment income of RMB 144,130,000, increasing by 33% 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
Item Current period
Same period of
last year
Change ratio
(%)
Operating income 6,974,211,654.53 6,340,883,649.76 9.99
Operating cost 6,344,195,298.75 5,700,714,055.07 11.29
Selling cost 193,012,461.43 151,977,833.76 27.00
Management cost 416,638,560.56 334,096,291.86 24.71
Financial expenses 111,801,208.77 120,850,845.04 -7.49
Net cash flow from operating activities 580,026,390.02 644,308,830.14 -9.98
Net cash flow from investment activities -247,218,330.78 -332,740,540.86 26.33
Net cash flow from financing activities -327,297,981.40 -251,796,453.62 -29.99
Expenditure on R&D 42,071,822.11 47,492,856.85 -11.41
(2) Income
A) Analysis on the factors influencing the Company's products income mainly from sales of goods
Unit: '0000 tons
上海氯碱化工股份有限公司 2013年年度报告
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Product category Item 2013 2012
Increase or
decrease (%)
Polyvinyl chloride
resin
Sales volume 15.47 21.16 -26.89
Output 16.76 21.68 -22.69
Inventory 0.31 0.25 24.00
Sodium hydroxide
Sales volume 74.80 71.67 4.37
Output 73.19 72.69 0.69
Inventory 0.01 1.68 -99.40
Factor analysis:
The output and sales volume of polyvinyl chloride resin decreased than same period of last year, and this
is mainly because the rise of the price of ethylene and big loss of gross profit made the Company to
reduce production volume of this year to reduce the loss.
B) Main customers
Unit: RMB
Total of sales amount to top 5
customers
2,366,618,471.01
Ratio in total sales
amount
33.93%
Information of top 5 customers
No.
Name of customer Sales amount
Ratio in annual sales
amount (%)
1
Shanghai Longhuixing Chemical
Import & Export Co., Ltd.
675,534,859.88 9.69
2
Bayer Material Technology (China)
Co., Ltd.
549,693,381.59 7.88
3
Shanghai Lianheng Isocyanic Ester
Co., Ltd.
503,532,580.53 7.22