晨鸣Ｂ：2021年年度报告（英文版）.PDF

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1、 SHANDONG CHENMING PAPER HOLDINGS LIMITEDSHANDONG CHENMING PAPER HOLDINGS LIMITED Annual Annual ReportReport 20202 21 1 March 20March 202 22 2 2021 ANNUAL REPORT1I Important Notice, Table of Contents and DefinitionsThe board of directors (the “Board”), the supervisory committee (the “Supervisory Com

2、mittee”) 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

3、statements or material omissions contained in this annual 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 Zhang Bo, head of the accounting department (Accounting Officer), declare

4、that they warrant the truthfulness, accuracy and completeness of the financial report in the annual report.All Directors have attended the board meeting to review this report.The Company is exposed to various risk factors such as macro-economic fluctuation, state policies and regulations and competi

5、tion in the industry. 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 Compa

6、ny does not propose distribution of cash dividends or bonus shares, and there will be no increase of share capital from reserves.SHANDONG CHENMING PAPER HOLDINGS LIMITED2I Important Notice, Table of Contents and DefinitionsTable of ContentsI Important Notice, Table of Contents and Definitions .1II C

7、ompany Profile and Key Financial Indicators .6III Chairmans Report .11IV Management Discussion and Analysis .13V Directors Report .44VI Corporate Governance .53VII Environment and Social Responsibility .93VIII Material Matters .101IX Changes in Share Capital and Shareholders .124X Preference Shares

8、.133XI Bonds .138XII Financial Report .1462021 ANNUAL REPORT3I Important Notice, Table of Contents and DefinitionsDocuments Available for InspectionI. The financial statements signed and sealed by the legal representative, financial representative and head of the financial department of the Company;

9、II. The original copy of the auditors report which is sealed by the accounting firm and signed and sealed by the certified public accountant;III. The original copies of the documents and announcements of the Company disclosed in the designated newspaper and on the website as approved by the CSRC dur

10、ing the reporting period;IV. The annual report disclosed on the website of The Stock Exchange of Hong Kong Limited;V. Other related information.SHANDONG CHENMING PAPER HOLDINGS LIMITED4I Important Notice, Table of Contents and DefinitionsDefinitionsItemDefinitionCompany, Group, Chenming Group or Che

11、nming PapermeansShandong Chenming Paper Holdings Limited and its subsidiariesParent Company or Shouguang HeadquartersmeansShandong Chenming Paper Holdings LimitedChenming HoldingsmeansChenming Holdings Company LimitedShenzhen Stock ExchangemeansShenzhen Stock ExchangeStock ExchangemeansThe Stock Exc

12、hange of Hong Kong LimitedCSRCmeansChina Securities Regulatory CommissionShandong CSRCmeansShandong branch of China Securities Regulatory CommissionZhanjiang ChenmingmeansZhanjiang Chenming Pulp & Paper Co., Ltd.Jiangxi ChenmingmeansJiangxi Chenming Paper Co., Ltd.Wuhan ChenmingmeansWuhan Chenming H

13、anyang Paper Holdings Co., Ltd.Shanghai ChenmingmeansShanghai Chenming Industry Co., Ltd.Huanggang ChenmingmeansHuanggang Chenming Pulp & Paper Co., Ltd.Chenming (HK)meansChenming (HK) LimitedJilin ChenmingmeansJilin Chenming Paper Co., Ltd.Shouguang MeilunmeansShouguang Meilun Paper Co., Ltd.Shougu

14、ang Art PapermeansShouguang Chenming Art Paper Co., Ltd.Finance CompanymeansShandong Chenming Group Finance Co., Ltd.Chenming LeasingmeansShandong Chenming Financial Leasing Co., Ltd. and its subsidiariesChenming GDR FundmeansWeifang Chenming Growth Driver Replacement Equity Investment Fund Partners

15、hip (Limited Partnership)Chenrong FundmeansWeifang Chenrong Growth Driver Replacement Equity Investment Fund Partnership (Limited Partnership)Chenchuang FundmeansWeifang Chenchuang Equity Investment Fund Partnership (Limited Partnership2021 ANNUAL REPORT5I Important Notice, Table of Contents and Def

16、initionsItemDefinitionCorporate Bondsmeans17 Chenming Bond 01 and 18 Chenming Bond 01Preference SharesmeansChenming You 01, Chenming You 02 and Chenming You 03Perpetual Bondsmeans17 Lu Chenming MTN001B-to-H Share ConversionmeansChange of listing venue of the domestic listed foreign shares on the Mai

17、n Board of The Stock Exchange of Hong Kong Limited by way of conversionthe reporting period or the yearmeansThe period from 1 January 2021 to 31 December 2021the beginning of the year or the periodmeans1 January 2021the end of the year or the periodmeans31 December 2021the prior yearmeansThe period

18、from 1 January 2020 to 31 December 2020SHANDONG CHENMING PAPER HOLDINGS LIMITED6II Company Profile and Key Financial IndicatorsI. Company profileStock abbreviation晨鳴紙業Stock code000488晨鳴 B200488Stock exchanges on which the shares are listedShenzhen Stock ExchangeStock abbreviationChenming PaperStock

19、code01812Stock exchanges on which the shares are listedThe Stock Exchange of Hong Kong LimitedLegal name in Chinese of the Company山東晨鳴紙業集團股份有限公司Legal short name in Chinese of the Company晨鳴紙業Legal name in English of the Company (if any)SHANDONG CHENMING PAPER HOLDINGS LIMITEDLegal short name in Engli

20、sh of the Company (if any)SCPHLegal representative of the CompanyChen HongguoRegistered addressNo. 595 Shengcheng Road, Shouguang City, Shandong ProvincePostal code of registered address262700Office addressNo.2199 Nongsheng East Road, Shouguang City, Shandong ProvincePostal code of office address262

21、705Website of the Company http:/Email II. Contact persons and contact methodsSecretary to the BoardHong Kong Company SecretaryNameYuan XikunChu Hon LeungCorrespondence AddressNo. 2199 Nongsheng East Road, Shouguang City, Shandong Province22nd Floor, World Wide House, Central, Hong KongTelephone0536-

22、215800800852-21629600Facsimile0536-215897700852-25010028Email liamchuli-III. Information disclosure and places for inspectionWebsites of the stock exchanges where the Company discloses its annual reportDomestic: http:/; Overseas: http:/.hkNames and websites of the media where the Company discloses i

23、ts annual reportChina Securities Journal, Shanghai Securities News, Securities Times, Securities Daily, Hong Kong Commercial Daily and CNINFO ( http:/)Places for inspection of the Companys annual reportSecurities investment department of the CompanyIV. Change in registrationOrganisation registration

24、 code913700006135889860Change of principal activities since its listing (if any)NoChange of the controlling shareholder (if any)No2021 ANNUAL REPORT7II Company Profile and Key Financial IndicatorsV. Other relevant informationCPAs engaged by the CompanyName of CPAsGrant Thornton (Special General Part

25、nershipCPAs Office AddressFloor 11, Building No. 4, HuaChuang GuanLi Center, 219 Shunhai Road, Lixia District, JinanName of the Signing Certified Public AccountantsLiu Jian and Jiang LeiSponsors engaged by the Company to continuously perform its supervisory function during the reporting period Appli

26、cable Not applicableFinancial advisors engaged by the Company to continuously perform its supervisory function during the reporting period Applicable Not applicableVI. Major accounting data and financial indicatorsRetrospective adjustment to or restatement of the accounting data for prior years by t

27、he Company Yes No20212020Increase/decrease for the year as compared to the prior year2019Revenue (RMB)33,019,812,294.1430,736,517,996.907.43%30,395,434,073.35Net profit attributable to shareholders of the Company (RMB)2,065,513,108.711,712,029,078.5220.65%1,656,566,584.88Net profit after extraordina

28、ry gains or losses attributable to shareholders of the Company (RMB)1,743,876,537.121,119,103,808.7555.83%702,329,086.29Net cash flows from operating activities (RMB)8,581,888,192.6411,259,802,676.28-23.78%12,232,707,222.94Basic earnings per share (RMB per share)0.560.3655.56%0.33Diluted earnings pe

29、r share (RMB per share)0.560.3655.56%0.33Rate of return on weighted average net assets9.60%5.84%Increased by 3.76 percentage points5.57%As at the end of 2021As at the end of 2020Increase/decrease as at the end of the year compared to the end of the prior yearAs at the end of 2019Total assets (RMB)82

30、,841,454,602.2491,575,457,828.62-9.54%97,958,909,935.15Net assets attributable to shareholders of the Company (RMB)19,089,778,227.6424,276,968,789.00-21.37%25,169,743,863.75SHANDONG CHENMING PAPER HOLDINGS LIMITED8II Company Profile and Key Financial IndicatorsData specification: The net profit attr

31、ibutable to shareholders of the Company does not exclude the effect of the interest payment deferred and accumulated to subsequent periods for Perpetual Bonds under other equity instruments and the effect of the dividends on Preference Shares under other equity instruments that have been considered

32、and approved for distribution. When calculating financial indicators such as earnings per share and rate of return on weighted average net assets, the interest on Perpetual Bonds of RMB89,700,000.00, the dividends on Preference Shares of RMB323,390,968.66 declared to be distributed and the cash divi

33、dends of RMB14,202,450.00 attributable to the shareholders of restricted shares expected to be unlocked in the future among the dividends distributed during the reporting period are deducted.The lower of the Companys net profit before or after extraordinary gains or losses in the last three accounti

34、ng years is negative, and the audit report for the last year shows that the Companys ability to continue as a going concern is uncertain Yes NoThe lower of net profit before or after extraordinary gains or losses is negative Yes NoVII. Differences in accounting data under domestic and overseas accou

35、nting standards1. 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 applicableThere was no difference between the net profit and net assets disclosed in accordance wi

36、th 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 N

37、ot applicableThere 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 QuarterUnit: RMBQ1Q2Q3Q4Revenue10,205,724,007.896

38、,967,092,346.648,588,800,889.567,258,195,050.05Net profit attributable to shareholders of the Company1,179,076,577.84842,018,839.70161,233,847.41-116,816,156.24Net profit after extraordinary gains or losses attributable to shareholders of the Company1,165,076,739.34799,641,441.36-9,419,328.18-211,42

39、2,315.40Net cash flows from operating activities3,386,890,222.271,360,295,299.672,479,120,720.531,355,581,950.17Whether 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 No2021 ANNUAL R

40、EPORT9II Company Profile and Key Financial IndicatorsIX. Five-year financial summary under paragraph 19 of appendix 16 of the Hong Kong Listing RulesUnit: RMB0,000For the year ended 31 December20212020201920182017Before adjustmentAfter adjustmentRevenue3,301,9813,073,6523,039,5432,887,5762,985,1742,

41、947,245Profit before tax230,618217,227204,848320,632453,648453,648Tax21,65026,60629,51864,15877,75277,752Profit for the current period attributable to shareholders of the Company206,551171,203165,657250,983376,933376,933Minority interests2,41719,4189,6735,491-1,036-1,036Basic earnings per share (RMB

42、/share)0.560.360.330.511.131.13Rate of return on weighted average net assets (%)9.60%5.84%5.57%8.51%15.80%15.80%Unit: RMB0,000For the year ended 31 December20212020201920182017Before adjustmentAfter adjustmentTotal assets8,284,1459,157,5469,795,89110,531,87310,562,51010,562,510Total liabilities6,029

43、,4636,577,5197,161,9147,944,7047,535,0927,535,092Minority interests345,705152,329117,00382,296249,565249,565Equity attributable to shareholders of the Company1,908,9782,427,6972,516,9742,504,8732,777,8532,777,853Net current assets (liabilities)-1,766,446-1,516,398-774,633-1,344,718-783,090-783,090To

44、tal assets less current liabilities3,230,6504,052,9224,526,0144,390,4054,837,6464,837,646SHANDONG CHENMING PAPER HOLDINGS LIMITED10II Company Profile and Key Financial IndicatorsX. Items and amounts of extraordinary gains or losses Applicable Not applicableUnit: RMBItemAmount for 2021Amount for 2020

45、Amount for 2019Profit or loss from disposal of non-current assets (including write-off of provision for assets impairment162,163,302.50-51,477,216.37135,669,108.82Government grants (except for the government grants closely related to the normal operation of the Company and granted constantly at a fi

46、xed amount or quantity in accordance with a certain standard in compliance with national policies and regulations) accounted for in profit or loss for the current period261,974,874.53943,720,129.34623,277,014.49Gain arising from investment costs for acquisition of subsidiaries, associates and joint

47、ventures by the corporation being less than its share of fair value of identifiable net assets of the investees on acquisition364,597,001.77Profit or loss from debt restructuring24,593,731.72-14,942,498.74-55,792,548.82Except for effective hedging business conducted in the ordinary course of busines

48、s 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, financial liabilities held for trading and financial assets available

49、for sale-54,802,461.2921,166,216.0246,445,653.55Consumable biological assets subsequently measured at fair value-41,899.05-13,329,852.55-19,752,911.94Other non-operating income and expenses other than the above items-15,461,704.288,582,997.6224,876,982.31Loss on abnormal work stoppage-24,567,901.71L

50、ess: Effect of income tax60,135,956.19120,949,832.54131,148,729.27Effect of minority interests (after tax)-3,346,683.65155,276,771.3033,934,072.32Total321,636,571.59592,925,269.77954,237,498.59Details of other gain or loss items that fall within the definition of extraordinary gain or loss: Applicab