1、 Chenming Paper Interim Report 2007 SHANDONG CHENMING PAPER HOLDINGS LIMITED Interim Report 2007 August 25,2007 1 Chenming Paper Interim Report 2007 2 Important Statement:The Board of Directors,the Supervisory Committee,the Directors and the Supervisors of the Company guarantee that there are no sig
2、nificant omissions,fictitious or misleading statements carried in the Report and will accept individual and joint responsibilities for the truthfulness,accuracy and completeness of the Report.When there is any conflict in understanding between the Chinese and English version,the Chinese version prev
3、ail.The Chairman of the Board Mr.Chen Hongguo,Chief Financial Officer Mr.Liu Junwu,Administrator of the Accounting Department Mr.Wang Chunfang hereby declare:the truthfulness and completeness of the financial report carried in this Interim Report is guaranteed.The Financial Report 2007 was not audit
4、ed.Table of Contents Chapter I.Company Profile.3 Chapter II.Financial Highlights.4 Chapter III.Change of Capital Shares and Shareholders.5 Chapter IV.Particulars about the Directors,Supervisors and Senior Executives.8 Chapter V.Report of the Board.9 Chapter VI.Significant Events.13 Chapter VII.Finan
5、cial Report(Not audited).16 Chapter VIII.Documents for Reference.16 Chenming Paper Interim Report 2007 3 Chapter I.Company Profile 1.Statutory Chinese Name:Statutory English Name:SHANDONG CHENMING PAPER HOLDINGS LIMITED Abbreviation:SCPH 2.Legal Representative:Chen Hongguo 3.Secretary of the Board:H
6、ao Yun Securities Affair Liaison:Fan Yingjie,Sun Wenke Address:No.595 Shencheng Rd.,Shouguang City,Shandong Province Tel:0536 21580112156488 Fax:05362158640 Email:4.Registered address and office:No.595 Shencheng Rd.,Shouguang City,Shandong Province Post Code:262700 Website:http:/5.Newspapers Designa
7、ted for Information Disclosing:China Securities Journal,Hong Kong Commercial Daily Website assigned by China Securities Regulatory Commission to publish the Annual Reports:http:/This Annual Report is available at the Capital Operation Department of the Company.6.Stock Listed in:Shenzhen Stock Exchan
8、ge Stock ID:Chenming Paper,Chenming B,Stock Code:000488,200488 7.Misc.Information Business registration updated at:July 18,2007.Registered address:No.595 Shencheng Rd.,Shouguang City,Shandong Province Business license No.:Qi-gu-lu-zong-zi No.000003 Tax registration:No.370783613588986 Chenming Paper
9、Interim Report 2007 4 Chapter II.Financial Highlights I.Major financial data and indices RMB Yuan Ended this report term Ended previous year Changed at the end of report term over end of previous term Gross Assets 21,823,016.00 20,578,930.00 6.05%Owners(shareholders)equity 7,835,981.00 5,770,806.00
10、35.79%Net asset per share 3.99 3.96 0.71%Report term(Jan-Jun)Same period last year Increase/decrease(%)Operation profit 821,934.00 507,338.00 62.01%Total profit 821,934.00 507,338.00 62.01%Net profit 595,023.00 336,626.00 76.76%Net profit deducted non-recurring gain/loss 451,344.00 272,862.00 65.53%
11、Basic gains per share 0.40 0.25 60.00%Diluted gains per share 0.40 0.22 84.05 Net earnings/asset 7.59 5.83 increased by 1.76%Cash flow generated by business operation,net 403,674 312,366 29.23 Net Cash flow per share generated by business operation 0.24 0.23 4.35 II.Non-recurring gain/loss items RMB
12、000 Non-recurring gain and loss items Amount Non-business income-77,233 Non-business expenditure 3,923 Short-term inventory impairment provision written back-506 Bad debt provision written back-6,866 Gain/loss from change of fair value-157,292 Influence of income tax of non-recurring gain/loss 10,82
13、9 Amount of influence on minority shareholders gain/loss by non-recurring gain/loss 83,466 Total-143,679 III.Differences between domestic and international accounting standard Domestic Accounting Standard International Accounting Standard Net profit 388,929 595,023Net asset 8,136,227 7,835,790Statem
14、ent about the diversity Net profit and net asset figures are different between domestic and international accounting standard.This was caused by different in evaluating of fair value of convertible bounds.Chenming Paper Interim Report 2007 5 Chapter III.Change of Capital Shares and Shareholders I.Ch
15、ange in shareholding status(in shares)Before the change Changed(+,-)After the change Amount ProportionConverted from bondIncreased and frozenReleasing of restrictionSub-total Amount ProportionI.Shares with conditional subscription 354,809,141 25.98%341,576,732 20.02%1.State-owned legal person shares
16、 328,573,657 24.06%328,573,657 19.26%2.Domestic non-state legal person shares 9,517,139 0.70%-9,517,139-9,517,139 00.00%3.Executive shares 16,718,345 1.22%16,400-3,731,670-3,715,270 13,003,075 0.76%II.Shares with unconditional subscription 1,010,861,014 74.02%1,364,769,209 79.98%1.Common shares in R
17、MB 453,363,529 33.20%340,675,786-16,40013,248,809353,908,195 807,271,724 47.31%2.Foreign shares in domestic market 557,497,485 40.82%557,497,485 32.67%III.Total of capital shares 1,365,670,155 100.00%340,675,786 1,706,345,941 100.00%Note:1.The Company implemented share relocating scheme on March 29,
18、2006.On April 17,2007,the original legal person shares of 9,517,139 were expired for restriction period and became negotiable.2.In the report term,the executive shares among the conditional shares have changed from 16,718,345 shares to 13,003,075 shares,that has decreased by 3,715,270 shares.That wa
19、s because,in May,according to“Operation guide for administration over shareholding of directors,supervisors,and top executives in listed companies”issued by Shenzhen Stock Exchange,the conditional shares held by directors,supervisors and top executives were released at rate of 25%.3.In the report te
20、rm,Mr.Ren Wei,Vice GM of the Company,was involved in trading of the Companys A shares.Thus the shares in freeze have increased by 16,400 shares.4.“Chenming Bond”has entered convertible period since March 15,2005.As approved on the 21st meeting of the 4th term of Board,all of the retained bonds were
21、bought back ahead of schedule on May 14,2007.Till then,the shares of“Chenming Paper”have increased by 359,754,087 because of bond converting,including 340,675,786 shares converted in the report term.Announcements regarding repurchasing of bonds were published on May 19,22,2007 issues of China Securi
22、ties Journal,Hong Kong Commercial Daily,and http:/.Chenming Paper Interim Report 2007 6 II.Particulars about the Shareholders 1.Particulars about the top 10 shareholders and top 10 unconditional-share holders Total of shareholders Total of shareholders:170,116;A share holders:136,902;B share holders
23、:33,214Top 10 Shareholders No.Name of the shareholder Properties of shareholder Share proportion%Total shares Conditional shares Pledged or frozen 1 Shouguang Chenming Share Holding Co.,Ltd.State-owned legal person 19.26%328,573,657 328,573,657 18,653,8542 BBH BOS S/A FIDELITY FD-CHINA FOCUS FD Over
24、seas legal person 1.91%32,624,400 0 N/A 3 BONY-DREYFUS PIFI-DREYFUS PREMIER GREATER CHINA Overseas legal person 1.65%28,193,588 0N/A 4 CICB Nuoan Securities Investment Fund Domestic non-state-owned legal person 1.45%24,735,000 0N/A 5 Band of China Changsheng Tongzhi Advance Fund Domestic non-state-o
25、wned legal person 1.35%23,000,000 0N/A 6 CICB Yifangda Value Growth Fund Domestic non-state-owned legal person 1.21%20,647,734 0N/A 7 PLATINUM ASIA FUND Overseas legal person 0.95%16,234,459 0 N/A 8 MIRAE ASSET CHINA SOLOMON EQUITY INVESTMENT TRUST 1 Overseas legal person 0.67%11,482,934 0N/A 9 Lizh
26、u Pharmacy Group Co.,Ltd.Domestic non-state-owned legal person 0.66%11,229,954 0N/A 10 GSI S/A GLODEN CHINA MASTER FUND Overseas legal person 0.66%11,207,325 0 N/A Top 10 holders of unconditional shares No.Name of the shareholder Unconditional shares Category of shares 1 BBH BOS S/A FIDELITY FD-CHIN
27、A FOCUS FD 32,624,400 B shares 2 BONY-DREYFUS PIFI-DREYFUS PREMIER GREATER CHINA 28,193,588 B shares 3 CICB Nuoan Securities Investment Fund 24,735,000 A shares 4 Band of China Changsheng Tongzhi Advance Fund 23,000,000 A shares 5 CICB Yifangda Value Growth Fund 20,647,734 A shares 6 PLATINUM ASIA F
28、UND 16,234,459 B shares 7 MIRAE ASSET CHINA SOLOMON EQUITY INVESTMENT TRUST 1 11,482,934 B shares 8 Lizhu Pharmacy Group Co.,Ltd.11,229,954 A shares 9 GSI S/A GLODEN CHINA MASTER FUND 11,207,325 B shares 10 CICB Rongtong Shenzheng 100 Indices Fund 9,015,615 A shares Notes to relationship or“action i
29、n concert”among the top ten shareholders.Among the top 10 shareholders,Shouguang Chenming Share Controlling Co.,Ltd.the controlling shareholder of the Company as a state-owned legal person,is not connected with any other shareholders or current share holders.And there isnt action-in-concert relation
30、ship either according to the Administration Criteria of Information Disclosure of Listed Companies.The Company is not informed whether there is any relationship between any of the other shareholders,neither any relationship regarded by the Administration Criteria of Information Disclosure of Listed
31、Companies as action-in-concert.2.Holder of conditional shares Name of the holder Conditional shares Date when trading is allowed Newly added tradable shares Conditions Shouguang Chenming Share Holding Co.,Ltd.328 573 657 Mar.29 2010 0 Not placed in the market in 48 months since implementing of the s
32、hare equity relocation plan 3.Particulars about shareholders with 5%or over of shares(1)Shouguang Chenming Share Holding Co.,Ltd.is the controlling shareholder of the Company which is holding more than 5%of the capital shares.It was incorporated on December 30th 2005 with registered capital of RMB1.
33、685 billion.Mr.Chen Hongguo is the legal representative of the company.Its business range is investment in industries of paper-making,power plant,thermal power,and forestry.It was holding 328,573,657 of state-owned shares at the end of the report term,which was 19.26%of the total share capital.The 1
34、8,653,854 shares used as supplementary shares in share equity relocation program were temporarily managed by Shenzhen Branch of China Securities Depository&Clearing Corporation Ltd.None of other shares was put into amortizing or freezing.(2)Shouguang State-owned Asset Administrative Bureau is the co
35、ntrolling shareholder of Shouguang Chenming Share Chenming Paper Interim Report 2007 7 Holding Co.,Ltd.It is holding 75.73%of the shares of Shouguang Chenming Share Holding Co.,Ltd.Mr.Li Pande is the legal representative.It is the administrative and supervisory body of state-owned properties in Shou
36、guang City.4.Change of controlling shareholder or substantial dominator of the Company in the report term The controlling shareholder or substantial dominator of the Company has not changed in the report term.Chenming Paper Interim Report 2007 8 Chapter IV.Particulars about the Directors,Supervisors
37、 and Senior Executives I.Change of shareholding of directors,supervisors and senior executives Name Position Shares held at the beginning of term Amount of shares increased in the report term Shares held at the end of term Cause of change Ren Wei Vice General Manager 92,800 16,400 109,200 Stock trad
38、eAnnouncements regarding the above is available with May 25,2007 issues of China Securities Journal,Hong Kong Commercial Daily and http:/.II.Change of shareholding of directors,supervisors and senior executives 1.On April 30,2007,election of the new board of directors was undertaken ahead of schedul
39、e.As approved on the Shareholders Annual Meeting 2006,Mr.Chen Hongguo,Mr.Yin Tongyuan,Mr.Li Feng,Mr.Xing Fangtong,Mr.Wu Bingyu,Mr.Hou Huancai,and Mr.Zhou Shaohua were elected the executive directors of the 5th term of Board with job tem of three years.Mr.Gan Zhihe,Mr.Zhao Wei,and Mr.Cao Chunyu were
40、elected the external directors of the 5th term of Board with job term of 3 years.Mr.Liu Yingjie,Ms.Wang Yumei,Mr.Diao Yuntao,Mr.Wang Zhihua,and Ms.Zhou Chengjuan were elected the independent directors with job term of 3 years.2.On April 30,2007,election of the new supervisory committee was undertake
41、n ahead of schedule.As approved on the Shareholders Annual Meeting 2006,Mr.Gao Junjie,Mr.Liu Wenzheng,and Ms.Yang Hongqin were elected the supervisors of the 5th term of Supervisory Committee with job term of 3 years.As elected on the meeting of Workers Union,Ms.Wang Ju and Mr.Zhao Shujun were elect
42、ed the supervisor representing the employees with job term of 3 years.3.On April 30,2007,as approved on the 1st meeting of the 5th term of Board,Mr.Yin Tongyuan was engaged the General Manager of the Company;Mr.Hao Yun was engaged the secretary of Board;Mr.Li Feng was engaged the Sales Supervisor;Mr
43、.Wang Baoliang,Mr.Dong Jianwen,Mr.Geng Guanglin,Mr.Ren Wei,Mr.Fang Lijun,Mr.Li Xueqin,Mr.Hao Yun,Mr.Xia Guangchun,Mr.Wang Zaiguo,Mr.Zhang Xuejun,and Mr.Wang Shihong were engaged the Vice General Managers of the Company;Mr.Liu Junwu was engaged the Chief Financial Officer.All of them will hold the of
44、fice term of 3 years.For details please refer to the announcement on May 9,2007 issues of China Securities Journal,Hong Kong Commercial Daily,or http:/.Chenming Paper Interim Report 2007 9 Chapter V.Report of the Board I.Business operation in the report term For the recent years,increasing of materi
45、al prices has caused rising of production costs,releasing of productivity in the market broke the market balance,and trade barrier policies of some countries have been constraining the whole paper industry.However,the national environmental and energy saving policies,and macro policies regarding eli
46、minating of out-of-date production lines in the 11th 5-year-plan have consolidated the Companys confidence on long-term development.In the report term,under the leadership of the Board,the Company has been enforcing the administration over sales,finance,environment&energy saving,and internal managem
47、ent.Emphasis was laid on operation of new production projects,increasing of product quality,and developing of market.Depending on its comprehensive strength,the Company has overcome the problems encountered and achieved steady growth in output,turnover,and net profit synchronously.1.In the report te
48、rm,the major business turnover has increased by RMB711 million,an increase of 11.94%over the same period of last year;the major business profit has increased by RMB170 million,an increase of 15.59%over the same period of last year.These were caused by fully achieving of production targets of 300Kton
49、 SC paper project and 180Kton light coated paper project,thus the production scale,output,and sales volume have increased.In the first half of year,the Company achieved machine-made paper output of 1.3257 million ton,sales of 1.334 million ton,which were 8.56%and 12.01%of increase respectively.In th
50、e report term,the net profit attributable to the parent company has increased by RMB258 million,an increase of 76.76%over the same period of last year.This was caused by:(1)Fair value of convertible bonds has increased the profit by RMB206 million.(2)Enforcing of sales and administration,increasing
