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晨鸣B:2015年年度报告(英文版)
公告日期:2016-03-31
SHANGDONG CHENMING PAPER HOLDINGS LIMITED
          THE 2015 ANNUAL REPORT
                March 2016
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, 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.
Chen Hongguo, head of the Company, Dong Lianming, head in charge of accounting and Li Dong, head of the accounting
department (Accounting Officer), declare that they warrant the truthfulness, accuracy and completeness of the financial
statements in the annual report.
All Directors were present in person at the Board meeting to consider and approve this Report.
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 Management Discussion and Analysis.
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 RMB3 (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.
    I      Important Notice, Table of Contents and Definitions
    Table of contents
    I          Important Notice, Table of Contents and Definitions ...............................................................................................
    II         Company Profile and Key Financial Indicators ........................................................................................................
    III        Chairman’s Report ...................................................................................................................................................       9
    IV         Business Overview ...................................................................................................................................................       11
    V          Management Discussion and Analysis ....................................................................................................................
    VI         Directors Report .......................................................................................................................................................    39
    VII        Material Matters .......................................................................................................................................................    46
    VIII       Changes in Share Capital and Shareholders ...........................................................................................................
    IX         Preference Shares ....................................................................................................................................................     78
    X          Directors, Supervisors, Senior Management and Staff ............................................................................................
    XI         Corporate Governance.............................................................................................................................................
    XII        Financial Report .......................................................................................................................................................   109
    XIII       Documents Available for Inspection ........................................................................................................................
2
I      Important Notice, Table of Contents and Definitions
Definitions
Item                                Definition
Company, Group, Chenming    means   Shandong Chenming Paper Holdings Limited and its subsidiaries
 Group or Chenming Paper
Parent Company or           means   Shandong Chenming Paper Holdings Limited
  Shouguang Headquarters
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 2015 to 31 December 2015
    II Company Profile and Key Financial Indicators
    I.    Company profile
          Stock abbreviation                                              ,    B            Stock Code                000488, 200488
          Stock exchanges on which the shares are listed          Shenzhen Stock Exchange
          Stock abbreviation                                      Chenming Paper            Stock Code
          Stock exchanges on which the shares are listed          The Stock Exchange of Hong Kong Limited
          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)-25010088
          Facsimile                (86)-0536-2158977                   (86)-0536-2158977                   (852)-25010028
          Email address            chenmmingpaper@163.com              chenmmingpaper@163.com              kentpoon_1009@yahoo.com.hk
    III. Information disclosure and places for inspection
          Designated media for information disclosure         China Securities Journal, Shanghai Securities News, Securities Times,
                                                                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                            Securities and investment management department of the Company
            the Company’s Annual Report
    IV. Change in registration
          Organisation Code                                   61358898-6
          Change of principal activities since its listing    No
          Change of the controlling shareholder               No
4
II Company Profile and Key Financial Indicators
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 Yan 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
VI. 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
         Ye √ No
                                                                                                                   Increase/decrease for
                                                                                                                 the year as compared to
                                                                                 2015                    2014            the prior year (%)
     Revenue (RMB)                                                  20,241,906,131.81       19,101,677,077.69                      5.97%         20,388,890,067.41
     Net profit attributable to shareholders of
       the Company (RMB)                                             1,021,224,678.04          505,204,384.73                    102.14%            710,655,331.72
     Net profit after extraordinary gains or losses
       attributable to shareholders of the Company (RMB)               719,891,359.63          130,445,644.83                    451.87%            406,170,148.25
     Net cash flows from operating activities (RMB)                 -9,721,363,524.30          985,399,735.85                 -1,086.54%          1,122,616,800.91
     Basic earnings per share (RMB per share)                                    0.50                    0.26                     92.31%                      0.35
     Diluted earnings per share (RMB per share)                                  0.50                    0.26                     92.31%                      0.35
     Rate of return on net assets on weighted average basis                    6.73%                   3.62%                       3.11%                    5.11%
                                                                                                                 Increase/decrease as at
                                                                                                                      the end of the year
                                                                                                                  compared to the end of
                                                                 As at the end of 2015   As at the end of 2014          the prior year (%)    As at the end of 2013
     Total assets (RMB)                                             77,961,699,547.59       56,822,026,545.21                     37.20%         47,521,883,569.18
     Net assets attributable to shareholders of
       the Company (RMB)                                            16,871,494,584.82       13,917,343,301.15                     21.23%         14,039,888,226.11
     Explanation: Net profit attributable to ordinary shareholders of the Company should exclude the effect of interest
     payment deferred and accumulated to subsequent periods for perpetual bonds under other equity instruments. When
     calculating financial indicators such as earnings per share and rate of return on net assets on weighted average basis,
     the interests incurred but not declared for perpetual bonds from the value date up to 31 December 2015 (amounted to
     RMB61,506,739.43) are deducted. For details, please refer to Note XVII. 2 of section XII of this report.
    II Company Profile and Key Financial Indicators
    VII. 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.
    VIII. Key Financial Indicators by Quarter
                                                                                                                                 Unit: RMB
                                                                              1Q                  2Q                  3Q                  4Q
    Revenue                                                  4,456,654,640.64   5,262,043,037.12    5,176,528,453.85    5,346,680,000.20
    Net profit attributable to shareholders of the Company      96,137,359.80     180,250,710.71      284,937,568.33      459,899,039.20
    Net profit after extraordinary gains or losses
          attributable to shareholders of the Company              47,531,100.97       126,931,118.97      209,199,874.65      336,229,265.04
    Net cash flows from operating activities                 -524,893,745.34    -1,697,861,889.39   -6,401,707,699.70   -1,096,900,189.87
    Whether the above indicators or their aggregated amounts have any material difference with the respective amounts as
    disclosed in the quarterly report or interim report
             Yes √ No
6
II Company Profile and Key Financial Indicators
IX. Five-year financial summary under Hong Kong Financial Reporting Standards
                                                                                                      Unit: RMB’ 0,000
                                                                For the year ended 31 December
                                                      2015        2014           2013          2012
    Revenue                                      2,024,191    1,910,168    2,038,889      1,976,168        1,774,749
    Profit before tax                              141,017       56,101       86,629         -1,614           69,899
    Tax                                             43,224       10,770       17,594         -6,283           11,026
    Profit for the current period attributable
      to shareholders of the listed company        102,122      50,520        71,066         22,103           60,827
    Minority interests                              -4,329      -5,190        -2,030        -17,435           -1,954
    Basic earnings per share (RMB/share)              0.50        0.26          0.35           0.11             0.29
    Rate of return on net assets on
      weighted average basis (%)                    6.73%        3.62%        5.11%          1.63%            4.50%
                                                                                                      Unit: RMB’ 0,000
                                                                For the year ended 31 December
                                                      2015        2014           2013          2012
    Total assets                                 7,796,170    5,682,203    4,752,188      4,772,542        4,563,083
    Total liabilities                            6,070,277    4,247,396    3,288,353      3,338,000        3,064,305
    Minority interests                              38,743       43,073       59,847         58,592          145,915
    Equity attributable to shareholders of
      the listed company                          1,687,149   1,391,734    1,403,989      1,375,950        1,352,862
    Net current assets/(liabilities)             -1,347,029    -452,549     -106,347         24,638         -268,280
    Total assets less current liabilities         2,932,756   2,872,637    2,823,321      2,775,419        2,571,188
    II Company Profile and Key Financial Indicators
    X.   Items and amounts of extraordinary gains or losses
         √ Applicable          Not applicable
                                                                                                                                 Unit: RMB
         Item                                             Amounts for 2015   Amounts for 2014   Amounts for 2013   Explanation
         Profit or loss from disposal of non-current
           assets (including write-off of provision for
           assets impairment)                                18,317,909.85      65,276,190.37      -6,367,477.99
         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                               244,716,579.78     260,000,612.10     174,947,619.19
         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
         Profit or loss from debt restructuring              32,089,863.80       1,725,797.17         268,577.19
         Gain or loss on external entrusted loans            94,777,777.77      82,833,581.81
         Non-operating gains and losses othe

 
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