晨 鸣Ｂ：2012年第三季度报告全文（英文版） .pdf

2012 third quarter report i. important 1、 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 shandong chenming paper holdings limited (the “company”, “us”, and “we”) hereby warrant that there are no false representations, misleading statements or material omissions contained in this report (the “report”), and jointly and severally accept full responsibility for the truthfulness, accuracy and completeness of its contents. this report has been prepared in both chinese and english. for any discrepancies, the chinese version shall prevail. 2、 none of the directors, supervisors and senior management is unable to warrant the truthfulness, accuracy and completeness of the contents of this report or holds any dissenting views. 3、 this quarterly report was considered and approved by the fifteenth meeting of the sixth session of the board of the company with all directors present by means of communication. 4、 the third quarter financial statements of the company and its subsidiaries (collectively referred to as the “group”) prepared in accordance with accounting standards for business enterprises issued by the ministry of finance of prc have not been audited. 5、 chen hongguo, the person in charge of the company, wang chunfang, the financial controller of the company, and liu jun, head of accounting department (the person in charge of accounting) hereby declare their assurance of the truthfulness and completeness of the financial report contained in the quarterly report. ii. company overview (i) major accounting data and financial indicators retrospective adjustments to the financial statements of prior reporting periods yes no not applicable unit: rmb 2012.9.30 2011.12.31 increase/decrease as at the end of the reporting period compared to the end of the prior year (%) total assets (rmb) 47,184,097,928.4545,630,828,967.033.40 1 equity attributable to shareholders of the company (rmb) 13,352,474,002.6713,528,622,319.91-1.30 share capital (shares) 2,062,045,941.002,062,045,941.000 net assets per share attributable to shareholders of the company (rmb/share) 6.486.56-1.30 july september 2012 increase/decrease compared to the corresponding period of the prior year (%) january september 2012 increase/decrease compared to the corresponding period of the prior year (%) total revenue (rmb) 5,001,125,623.43 12.9614,965,577,158.47 12.15 net profit attributable to shareholders of the company (rmb) 38,909,228.41 -73.93133,154,191.26 -78.96 net cash flows from operating activities (rmb) 337,787,337.65 -50.91 net cash flows per share from operating activities (rmb/share) 0.16 -50.91 basic earnings per share (rmb/share) 0.02 -73.930.06 -78.96 diluted earnings per share (rmb/share) 0.02 -73.930.06 -78.96 weighted average return on net assets (%) 0.29% -0.820.99% -3.54 weighted average return on net assets after deducting extraordinary gains or losses (%) -0.40%-1.16-1.16% -4.72 less the amounts for extraordinary gain or loss items applicable not applicable unit: rmb item amounts from the beginning of the year to the end of the reporting period (rmb) note gain or loss on disposal of non-current assets 4,276,203.08 tax rebate or tax concessions with unauthorised approval or without official approval documents government grants recognised in profit or loss for the current period (except for government grants closely related to the corporate business that were given under at a fixed standard amount or quantity as stipulated by the state) 215,857,588.70 fees charged to profit or loss for the current period received from non-financial institutions for utilisation of funds gain arising from investment costs for acquisition of subsidiaries, 2 item amounts from the beginning of the year to the end of the reporting period (rmb) note associates and joint-ventures by the corporation being less than its share of fair value of identifiable net assets of the investees on acquisition gain or loss on non-monetary asset swap gain or loss on assets invested or managed under entrustment impairment provisions for various assets due to force majeure such as natural disasters gain or loss on debt restructuring 7,653,776.59 corporate restructuring fees such as expenses for severance payments for staff and consolidation fees profit or loss in excess of the fair value portion arising from transactions with obvious unfair transaction prices net gain or loss for the period arising from subsidiaries formed from business merger under common control from the beginning of the year to the merger date gain or loss arising from contingent items unrelated to the ordinary course of business of the company except for effective hedging business conducted in the ordinary course of business of the company, gain or loss arising from the change in fair value of financial assets held for trading and financial liabilities held for trading, as well as investment gains from disposal of financial assets held for trading and financial liabilities held for trading and available-for-sale financial assets reversal of impairment provision on receivables tested for impairment on individual basis gain or loss on external entrusted loans gain or loss from the change in fair value of investment property by adopting fair value method for subsequent measurements effect on profit or loss for the current period from one-off adjustments to profit or loss for the current period made pursuant to taxation and accounting laws and regulations, etc. entrustment fees received from entrusted business non-operating income and expenses other than the above items 88,770,404.99 other gain or loss items within the definition of extraordinary gain or loss 15,457,198.72 gain or loss from the change in fair value of timber assets measured at fair value effect of minority shareholders interests -33,817,343.75 effect of income tax -8,310,194.92 total 289,887,633.41 3 note on “other gain or loss items within the definition of extraordinary gain or loss” and extraordinary gain or loss items defined as recurring income or loss items by the company based on the nature and features of its ordinary course of business item amount (rmb)note gain or loss from the change in fair value of timber assets measured at fair value 15,457,198.72 gain or loss from the change in fair value of timber assets measured at fair value (ii) total number of shareholders and the shareholding of the top ten shareholders as at the end of the reporting period total number of shareholders as at the end of the reporting period the total number of shareholders was 159,715, of which 126,979 were holders of a shares, 32,144 were holders of b shares and 592 were holders of h shares. shareholding of the top ten shareholders of non-restricted tradable shares class and number of shares name of shareholders number of non-restricted tradable shares held as at the end of the reporting periodclass number hkscc nominees limited 389,724,500 overseas listed foreign shares 389,724,500 platinum asia fund 43,480,377 domestic listed foreign shares 43,480,377 taifook securities company limited account client 35,436,403 domestic listed foreign shares 35,436,403 bill (2) before the company transfers and disposes of the defective properties pursuant to the law, if the defects cause the company to incur any economic losses (including but not limited to damages, penalties and relocation costs), shouguang chenming holdings will bear such economic losses; (3) during the corrective activities taken to the defective properties of buildings and land of subsidiaries of the company situated outside the local areas (including the administrative area of shouguang city), the economic losses such as penalties or relocation costs implemented by competent administrative authorities and borne by the subsidiaries arising from defects of insufficient title documents shall be paid pursuant to the law by shouguang chenming holdings after verification 16 january 2008 and 20 january 2008 no stated duration for performance since h share issue strictl implement ed undertaking on new issue shouguang chenming holdings company limited, the controlling shareholder of the company (1) shouguang chenming holdings shall not engage, whether solely, jointly, or by representing itself or any 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 groups 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 22 may 2008 no stated duration for performance since h share issue strictly implement ed 9 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 chenming groups business, or obtain any business opportunity which directly or indirectly competes against chenming groups business, 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 us 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 group (or jointly or representing other persons or companies) jeopardize the legal interests of our group and our groups shareholders. other undertakings towards medium and minority shareholders of the company whether undertakings have been fulfilled timely? yes no not applicable reason for failure to fulfil the undertakings and the plan ahead any undertaking made in respect of issues arising from business competition and connected transactions? yes no not applicable duration to implement the undertakings solution implementation strictly implemented 10 of undertakings (iv) estimate of the operating results for 2012 warning and explanation of cumulative net profit for the period from the beginning of the year to the end of the next reporting period being projected to be at a loss or expected to have material changes as compared to the corresponding year applicable not applicable (v) other significant events that required explanation 1. securities investment applicable not applicable 2. investment in derivatives applicable not applicable 3. positions of investment in derivatives as at the end of the reporting period applicable not applicable 4. register of reception of research investigations, communications and interviews during the reporting period date of reception place of reception manner of reception class of the parties accommodated parties accommodated main topics of discussion and information provided 9 january 2012 shouguang, shandong on-site research investigation institution everbright securities production and operation of the company 8 february 2012 shouguang, shandong on-site research investigation institution galaxy a m c, zheshang securities and huatai securities production and operation of the company 30 march 2012 shouguang, shandong on-site research investigation institution guotai junan and bosera asset management production and operation of the company 27 april 2012 shouguang, shandong on-site research investigation institution atlantis investment management (hong kong) limited production and operation of the company 15 may 2012 shouguang, shandong on-site research investigation institution dongxing securities co., ltd. production and operation of the company 18 may 2012 shouguang, shandong conference callinstitution fil investment management production and operation of the company 11 date of reception place of reception manner of reception class of the parties accommodated parties accommodated main topics of discussion and information provided 21 june 2012 shouguang, shandong on-site research investigation institution daiwa securities of japan production and operation of the company 26 june 2012 shouguang, shandong conference callinstitution atlantis investment management (hong kong) limited production and operation of the company 28 june 2012 shouguang, shandong on-site research investigation institution bank of america merrill lynch and prime capital management production and operation of the company 5 july 2012 shouguang, shandong conference callinstitution invesco hong kong limited production and operation of the company 5. particulars of corporate bond issue whether corporate bonds are issued or not? yes no the company was approved to issue corporate bonds of a total face value of not more than rmb2.0 billion to the public by the document “zheng jian xu ke 2011 no. 1019” issued by china securities regulatory commission on 27 june 2011. the bonds are fixed interest corporate bonds with a tenor of 5 years. their coupon rate is 5.95% and their interest is accrued per annum using simple interest instead of compound interest. the value date was 6 july 2011. interest is payable on 6 july of each of the year 2012 to 2016 for the previous interest-bearing year. the principal and last interest payment will be paid on these days. the company had disclosed “announcement on 2012 interest payment of 2011 corporate bonds” on 30 june 2012 and completed the payment. 12 iv. appendices (i) financial statements consolidated financial statements need to be prepared: yes no not applicable unless stated otherwise, the unit of the financial statements in the financial report: rmb 1. consolidated balance sheet prepared by: shandong chenming paper holdings limited unit: rmb item closing balance opening balance current assets monetary funds 2,572,144,340.59 3,529,938,211.47 balances with clearing companies loans to banks and other financial institutions held-for-trading financial assets bills receivable 3,235,491,016.03 2,444,508,997.74 accounts receivable 3,468,045,533.71 2,886,437,754.69 prepayments 1,140,905,133.75 764,880,237.90 premium receivable receivables from reinsurers reinsurance contract reserves receivable interest receivable dividend receivable other receivables 181,683,839.58 325,550,913.72 financial assets purchased under agreements to resell inventory 5,100,879,919.80 5,586,472,121.37 non-current assets due within one year other current assets 1,836,447,671.69 1,698,362,261.63 total current assets 17,535,597,455.15 17,236,150,498.52 non-current assets: entrusted loans and advances to customers available-for-sale financial assets held-to-maturity investments long-term receivables long-term equity investments 351,462,993.11 77,434,005.49 investment properties 21,646,264.00 22,949,956.03 fixed assets 20,380,147,282.05 22,740,904,031.02 13 item closing balance opening balance construction in progress 4,843,165,411.42 2,618,039,624.85 construction materials 78,101,448.12 61,924,581.85 disposal of fixed assets 903,261,704.37 consumable biological assets 1,095,435,087.97 959,061,500.85 oil and gas assets intangible assets 1,488,623,199.62 1,517,137,201.36 development expenditure goodwill 20,283,787.17 20,283,787.17 long-term prepaid expenses 188,385,346.33 192,917,245.62 deferred income tax assets 277,987,949.14 174,026,534.27 other non-current assets 10,000,000.00 total non-current assets 29,648,500,473.30 28,394,678,468.51 total assets 47,184,097,928.45 45,630,828,967.03 current liabilities: short-term borrowings 12,266,606,765.49 12,086,984,606.69 borrowings from the central bank customer bank deposits and due to banks and other financial institutions placements from banks and other financial institutions held-for-trading financial liabilities bills payable 1,614,095,834.78 615,327,402.85 accounts payable 3,677,170,706.01 4,685,585,997.60 advance receipt 441,026,277.53 231,428,013.45 assets sold under agreements to repurchase handling charges and commission payable staff remuneration payables 227,820,006.70 147,063,891.65 taxes payable 85,993,834.18 68,240,005.91 interest payable 127,794,737.27 106,854,702.74 dividend payable other payables 829,437,594.69 763,621,538.95 due to reinsurers insurance contract reserves customer brokerage deposits securities underwriting brokerage deposits non-current liabilities due within one year 1,678,152,501.36 1,203,616,858.22 other current liabilities 11,943,381.96 10,227,001.60 total current liabilities 20,960,041,639.97 19,918,950,019.66 non-current liabilities: long-term borrowings 4,251,384,448.75 5,143,067,496.05 bonds payable 2,481,324,542.36 2,476,942,694.79 long-term payables special payables 1,266,147,401.51 660,000,000.00 estimated liabilities 14 item closing balance opening balance deferred income tax liabilities other non-current liabilities 3,539,077,022.47 2,444,093,897.14 total non-current liabilities 11,537,933,415.09 10,724,104,087.98 total liabilities 32,497,975,055.06 30,643,054,107.64 owners equity (or shareholders equity): paid-up capital (or share capital) 2,062,045,941.00 2,062,045,941.00