晨 鸣Ｂ：2012年第三季度报告全文（英文版） .ppt

,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 increase/decrease as at the end of the,2012.9.30,2011.12.31,reporting period compared to the end of the prior year (%),total assets (rmb),47,184,097,928.45,45,630,828,967.03,3.40,1,0,equity attributable to shareholders of the company (rmb) share capital (shares),13,352,474,002.67 2,062,045,941.00,13,528,622,319.91 2,062,045,941.00,-1.30,net assets per share attributable to,shareholders of the company,6.48,6.56,-1.30,(rmb/share),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) net profit attributable to shareholders of the company (rmb) net cash flows from operating activities (rmb) net cash flows per share from operating activities (rmb/share) basic earnings per share (rmb/share) diluted earnings per share (rmb/share) weighted average return on net assets (%),5,001,125,623.43 38,909,228.41 0.02 0.02 0.29%,12.96 -73.93 -73.93 -73.93 -0.82,14,965,577,158.47 133,154,191.26 337,787,337.65 0.16 0.06 0.06 0.99%,12.15 -78.96 -50.91 -50.91 -78.96 -78.96 -3.54,weighted average return on net assets,after deducting extraordinary gains or,-0.40%,-1.16,-1.16%,-4.72,losses (%) less the amounts for extraordinary gain or loss items, applicable, not applicable,amounts from the,unit: rmb,item gain or loss on disposal of non-current assets 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) 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,beginning of the year to the end of the reporting period (rmb) 4,276,203.08 215,857,588.70,note,amounts from the,item,beginning of the year to the end of the reporting,note,period (rmb) 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 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,7,653,776.59 88,770,404.99,gain or loss from the,other gain or loss items within the definition of extraordinary gain or loss effect of minority shareholders interests effect of income tax total 3,15,457,198.72 -33,817,343.75 -8,310,194.92 289,887,633.41,change in fair value of timber assets measured at fair value ,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 gain or loss from the change in fair value of timber assets measured at fair value,amount (rmb) 15,457,198.72,note 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 the total number of shareholders was 159,715, of which 126,979 were total number of shareholders as at the end holders of a shares, 32,144 were holders of b shares and 592 were holders,of the reporting period,of h shares.,shareholding of the top ten shareholders of non-restricted tradable shares,name of shareholders,number of non-restricted tradable shares held as at the,class and number of shares,end of the reporting period,class,number,hkscc nominees limited platinum asia fund taifook securities company limited account client,389,724,500 43,480,377 35,436,403,overseas listed foreign shares domestic listed foreign shares domestic listed foreign shares,389,724,500 43,480,377 35,436,403,bill & melinda gates foundation trust china life insurance company limited - dividend individual dividend - 005l-fh002 shenzhen,23,701,666 rmb ordinary shares 17,819,798 rmb ordinary shares rmb ordinary shares,23,701,666 17,819,798 2,091,600,jin xing lsv emerging markets equity fund,l.p. victorian funds management corporation atf vfm emg mkts trt,7,969,000 6,102,800 6,086,106,domestic listed foreign shares domestic listed foreign shares domestic listed foreign shares,5,877,400 6,102,800 6,086,106,morgan stanley & co. international plc,4,5,459,125 rmb ordinary shares,5,459,125,1.,0,beijing xinda yongchang,investment consultant co., ltd. note on shareholders,4,682,000 rmb ordinary shares,4,682,000 nil,iii. material matters (i) details of and reasons for significant changes in major accounting statement items and financial indicators of the company, applicable, not applicable,analysis of the companys assets and liabilities unit: rmb,item bills receivable prepayments other receivables long-term equity investments construction in progress deferred income tax assets other non-current assets bills payable advance receipts staff remuneration payables non-current liabilities due within one year special items payables other non-current liabilities,2012.9.30 3,235,491,016.03 1,140,905,133.75 181,683,839.58 351,462,993.11 4,843,165,411.42 277,987,949.14 1,614,095,834.78 441,026,277.53 227,820,006.70 1,678,152,501.36 1,266,147,401.51 3,539,077,022.47,2011.12.31 2,444,508,997.74 764,880,237.90 325,550,913.72 77,434,005.49 2,618,039,624.85 174,026,534.27 10,000,000.00 615,327,402.85 231,428,013.45 147,063,891.65 1,203,616,858.22 660,000,000.00 2,444,093,897.14,change (%) 32.36 49.16 -44.19 353.89 84.99 59.74 -100.00 162.31 90.57 54.91 39.43 91.84 44.80,reason for the change (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13),explanation of the reasons leading to the major changes: (1) bills receivable increased by 32.36% mainly due to an increase in bank acceptance bills received for payment for goods during the reporting period. (2) prepayments increased by 49.16% mainly due to an increase in the advance payment for materials made by the company. (3) other receivables decreased by 44.19% mainly due to receipt of proceeds from disposal of chibi chenming and xianning chenming in the year 2011 in accordance with the provisions of the contracts by the company. 5,2.,(4) long-term equity investments increased by 353.89% mainly due to the external investment made by shanghai runchen equity investment fund co., ltd., a subsidiary of the company. (5) construction in progress increased by 84.99% mainly due to the investments in the white coated linerboard project and the jilin relocation project by the company. (6) deferred income tax assets increased by 59.74% mainly due to a market downturn at the macroeconomic level and in the paper making industry, from which some companies generated deferred income tax assets that could be used to offset losses. (7) other non-current assets decreased by 100% mainly due to the change of registration of the investment in weifeng xinye capital investment co., ltd. by the company. (8) bills payable increased by 162.31% mainly due to an increase in bank acceptance bills issued by the company for payment for goods. (9) advance receipts increased by 90.57% mainly due to an increase in advance receipts for goods by the company during the reporting period. (10) staff remuneration payables increased by 54.91% mainly due to the expansion of the companys scale resulting in an increase in unpaid staff remuneration payables. (11) non-current liabilities due within one year increased by 39.43% mainly due to an increase in long-term borrowings due within one year by the company. (12) special payables increased by 91.84% mainly due to the removal compensation of rmb660 million received by jilin chenming paper co., ltd., a subsidiary of the company. (13) other non-current liabilities increased by 44.8% mainly due to the issue of medium-term notes of rmb1,100 million during the reporting period. analysis and explanation of the major changes in the profit and loss indicators during the reporting period as compared to the corresponding period of the prior year unit: rmb,item finance expenses loss on impairment of assets gain on change in fair value investment income non-operating income non-operating expenses total profit,2012.9.30 785,696,377.13 12,594,933.70 15,457,198.72 -5,971,012.39 331,966,255.18 10,063,384.59 37,326,123.85,2011.9.30 256,102,491.65 -53,783,332.39 3,715,429.62 8,722,923.82 207,761,300.22 36,418,089.15 767,630,385.29,change (%) 206.79 123.42 316.03 -168.45 59.78 -72.37 -95.14,reason for the change (1) (2) (3) (4) (5) (6) (7),6,3.,income tax net profit attributable to shareholders of the company minority shareholders interests,329,703.66 133,154,191.26 -96,157,771.07,129,064,975.60 632,801,534.62 5,763,875.07,-99.74 -78.96 -1768.28,(8) (9) (10),explanation of the reasons leading to the major changes: (1) finance expenses increased by 206.79% as compared to the corresponding period of the prior year mainly due to an increase in the capitalised interest of the original loan being expensed and an increase in loans upon completion of the project. (2) loss on impairment of assets increased by 123.42% as compared to the corresponding period of the prior year mainly due to an increase in the bad debt provisions during the reporting period as compared to the corresponding period of the prior year as a result of a change in the accounts receivable. (3) gain on change in fair value increased by 316.03% as compared to the corresponding period of the prior year mainly due to a change in the fair value of timber assets. (4) investment income decreased by 168.45% as compared to the corresponding period of the prior year mainly due to the income of rmb13.31 million arising from disposal of heze chenming panels and lindun forestry for the prior period. (5) non-operating income increased by 59.78% as compared to the corresponding period of the prior year mainly due to receipt of more government grants during the reporting period. (6) non-operating expenses decreased by 72.37% as compared to the corresponding period of the prior year mainly due to a debt restructuring loss of rmb19.89 million on disposal of heze chenming panels. (7) total profit, income tax, net profit attributable to shareholders of the company and minority interests decreased by 95.14%, 99.74%, 78.96%, and 1768.28% respectively as compared to the corresponding period of the prior year mainly due to the lower gross profit margin of the companys products as a result of a market downturn in the paper making industry, and an increase in finance expenses as a result of change in registration of projects. analysis of the cash flow during the reporting period,item net cash flow generated from operating activities net cash generated from investment activities net cash flow generated from financial activities,current period 337,787,337.65 -1,092,774,164.32 -44,022,893.49,corresponding prior period 688,041,679.45 -3,371,371,938.68 2,757,199,394.35,change (%) -50.91 67.59 -101.60,7,1.,2.,3.,explanation of the reasons leading to the major changes: (1) net cash flow generated from operating activities decreased by 50.91% as compared to the corresponding period of the prior year mainly due to more cash being received from operating activities during the corresponding period of the prior year. (2) net cash flow generated from investment activities increased by 67.59% as compared to the corresponding period of the prior year mainly due to fewer project investments made during the reporting period upon completion of the zhanjiang pulp project, the 450,000-tonne high-end culture paper project and the 800,000-tonne coated paper project. (3) net cash flow generated from financial activities decreased by 101.6% as compared to the corresponding period of the prior year mainly due to an increase in borrowings during the corresponding period of the prior year as a result of project investment. (ii) the progress of significant events and analysis of their impact and solutions non-standard opinion, applicable, not applicable,provision of capital to the controlling shareholder or its related parties or provision of guarantee in favour of any external party in violation of the prescribed procedures by the company, applicable, not applicable,execution of material contracts in the ordinary course of business and their performance, applicable, not applicable,4.,others, applicable, not applicable,(iii) undertakings by the company or shareholders interested in 5% or more of the shares of the company made during the reporting period or subsisting to the reporting period, applicable, not applicable,undertaking,undertaker,contents of undertaking,time of undertaking,duration of undertaking,implemen tation,undertaking on share reform undertakingsmad 8,on,e in the acquisition report or,equity,change,report undertaking made on asset swap (1) according to the plan on defective properties of the company, shouguang chenming holdings company limited guaranteed and undertook that: according to the application of the company, for defective property(ies) owned by the company and its holding company whichsituated in the administrative area of shouguang city, shouguang chenming holdings will purchase it(them) and have it(them) being transferred to itself pursuant to the law in accordance with the result of the related asset valuation if the company decides to transfer and dispose of it(them) and there is no other transferee;,(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,16 january 2008 and 20 january 2008,no stated duration for performance since h share issue,strictl implement ed,penalties and relocation costs), shouguang chenming holdings will bear such economic losses;,shouguang chenming holdings,(3) during the corrective activities taken to the defective properties of buildings and land of subsidiaries of the company,undertaking new issue,company limited, the controlling shareholder 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 pursu