山东晨鸣纸业集团股份有限公司 第十届董事会第十次临时会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 山东晨鸣纸业集团股份有限公司（以下简称"公司"）第十届董事会第十次临时会 议通知于 2023 年 9 月 3 日以书面、邮件方式送达各位董事，会议于 2023 年 9 月 8 日以 通讯方式召开。会议应参加董事 11 人，实际参加董事 11 人。本次董事会的召开符合国 家有关法律法规和《公司章程》的规定。 与会董事认真审议并一致通过了本次会议的各项议案，形成会议决议如下： 一、审议通过了《关于出售武汉晨鸣 65.21%股权的议案》 武汉晨鸣汉阳纸业股份有限公司（以下简称"武汉晨鸣"）为公司的控股子公司， 公司直接持有其 65.21%股权，通过全资下属公司 Aberdeen Industrial Limited 及 VNN Holdings Limited 间接持有其 34.64%股权，合计持股比例为 99.85%。为促进产业升级， 公司已将武汉晨鸣生活纸生产线和特种纸生产线主体设备分别搬迁至寿光生产基地和 湛江生产基地，并就土地收储事项与武汉市土地 ...

本资产评估报告依据中国资产评估准则编制 山东晨鸣纸业集团股份有限公司 拟进行股权转让涉及的 武汉晨鸣汉阳纸业股份有限公司 股东全部权益价值 资产评估报告 鲁瑞华评报字[2023]第 0219 号 （共一册，第一册） 山东瑞华资产评估有限公司 | | | | 声 明 | 1 | | --- | --- | | 摘 要 | 2 | | 一、委托人、被评估单位和资产评估委托合同约定的其他资产评估报告使用人概况 | 4 | | 二、评估目的 | 8 | | 三、评估对象和评估范围 | 8 | | 四、价值类型 | 12 | | 五、评估基准日 | 13 | | 六、评估依据 | 13 | | 七、评估方法 | 16 | | 八、评估程序实施过程和情况 | 20 | | 九、评估假设 | 21 | | 十、评估结论 | 22 | | 十一、特别事项说明 | 23 | | 十二、资产评估报告使用限制说明 | 25 | | 十三、资产评估报告日 | 26 | | 附 件 | 28 | 山东晨鸣纸业集团股份有限公司拟进行股权转让涉及的 武汉晨鸣汉阳纸业股份有限公司股东全部权益价值项目资产评估报告·声明 声 明 一、本资产评估 ...

Financial Performance - Total revenue for the reporting period was CNY 12,564,962,781.31, a decrease of 24.65% compared to CNY 16,676,428,365.83 in the same period last year[11]. - Net profit attributable to shareholders was a loss of CNY 688,080,164.10, a decline of 398.98% from a profit of CNY 230,141,463.76 in the previous year[11]. - Basic earnings per share were -CNY 0.250, a decrease of 490.63% from CNY 0.064 in the previous year[11]. - The company reported a total profit of RMB 120.4 million in the paper and paper products industry for the first half of 2023, a year-on-year decrease of 44.6%[16]. - Revenue from the paper manufacturing segment was CNY 11,300,765,054.86, down 21.74% from CNY 14,440,493,130.31[36]. - Revenue from white cardboard dropped significantly by 51.40% to CNY 2,540,842,151.66, with costs decreasing by 39.04%[38]. - The company reported a significant increase in asset impairment losses by 2,336.57% to ¥43.31 million, primarily due to increased provisions for inventory depreciation[34]. Cash Flow and Liquidity - Net cash flow from operating activities increased by 78.62% to CNY 1,783,087,747.59, compared to CNY 998,264,209.45 in the same period last year[11]. - The current ratio is 62.61% and the quick ratio is 49.20% as of June 30, 2023, indicating good liquidity[23]. - The company’s cash and cash equivalents amounted to RMB 13.756 billion as of June 30, 2023, slightly down from RMB 14 billion at the end of the previous year[23]. Assets and Liabilities - Total assets decreased by 1.96% to CNY 82,652,860,756.58 from CNY 84,301,017,409.62[10]. - Net assets attributable to shareholders decreased by 4.18% to CNY 18,287,406,923.90 from CNY 19,084,565,494.92[10]. - The company has a total bank borrowings of RMB 41.483 billion as of June 30, 2023, down from RMB 42.288 billion at the end of the previous year[23]. - Short-term borrowings amounted to CNY 34,946,527,126.28, accounting for 42.28% of total assets, down from 43.16% last year, a decrease of 0.88%[41]. - Long-term borrowings rose to CNY 4,895,546,304.36, accounting for 5.92% of total assets, up from 4.72% last year, an increase of 1.20%[41]. Strategic Initiatives - The company plans to adjust its product structure to increase the development of high value-added products and improve asset utilization[17]. - The company aims to strengthen overseas market channels as part of its strategy to enhance efficiency and profitability[17]. - The company plans to focus on market expansion and new product development to improve future performance[39]. - The company is focused on innovation-driven strategies and optimizing industrial structure to enhance operational performance[51]. Environmental and Sustainability Efforts - The company has maintained its focus on green, low-carbon, and sustainable development strategies in its operations[17]. - The company has invested over ¥8 billion in environmental protection initiatives, including advanced pollution control systems, leading to industry-leading water reuse rates[32]. - The company has implemented advanced "ultrafiltration + reverse osmosis" technology, achieving a water reuse rate of over 75%[52]. - The company is actively responding to environmental risks by adopting energy-saving and emission-reduction technologies[52]. - The company has cumulatively invested over RMB 8 billion in environmental protection facilities, including alkaline recovery systems and wastewater treatment systems, leading to environmental indicators that are among the best in the country[77]. Risk Management - The company faces risks from macroeconomic fluctuations, national policy adjustments, and industry competition[2]. - The management emphasizes the importance of risk awareness for investors in light of current market conditions[2]. - The macroeconomic environment has led to weak downstream demand, but recovery is expected as consumption policies take effect[16]. Shareholder and Governance Matters - The company has committed to not reduce its holdings in the listed company shares from the date of the restructuring plan's first disclosure until its implementation[90]. - The company has guaranteed the authenticity, accuracy, and completeness of the information provided regarding the transaction, assuming legal responsibility for any misrepresentation[87]. - The company has committed to fulfilling all obligations related to the compensation measures and will compensate any losses incurred by investors due to violations of these commitments[100]. - The company has not faced any administrative penalties or significant civil lawsuits related to economic disputes in the past five years[127]. Employee and Talent Management - The total employee count is 10,364, with total employee compensation of RMB 545.95 million in the first half of 2023[23]. - The company emphasizes a "people-oriented" approach, enhancing employee satisfaction through improved HR management and various employee engagement activities[83]. - The company has established a strong talent structure with experienced professionals across various fields, contributing to its competitive advantage in the industry[31].

Financial Performance - The company reported its interim results for the six months ended June 30, 2023, with no significant doubts regarding its ability to continue as a going concern[2]. - The board of directors does not recommend the distribution of any interim dividend for the six months ended June 30, 2023[2]. - The financial statements are prepared based on the going concern principle and in accordance with the Chinese Accounting Standards[1]. - Total assets decreased by 1.96% to CNY 82.65 billion compared to the previous year[12]. - Operating revenue fell by 24.65% to CNY 12.56 billion year-on-year[13]. - Net profit attributable to shareholders decreased by 398.98%, resulting in a loss of CNY 688.08 million[13]. - Basic earnings per share dropped by 490.63% to CNY -0.250[13]. - The total profit of the paper and paper products industry decreased by 44.6% year-on-year, amounting to CNY 12.04 billion in the first half of 2023[18]. - The revenue from the paper manufacturing segment was CNY 11,300,765,054.86, down 21.74% from CNY 14,440,493,130.31[38]. - Total revenue decreased by 24.65% to CNY 12,564,962,781.31 compared to CNY 16,676,428,365.83 in the previous period[38]. Operational Challenges - The company faces risks from macroeconomic fluctuations, national policy adjustments, and industry competition[4]. - The company is facing challenges due to macroeconomic pressures and supply-demand imbalances in the paper industry[18]. - In the first half of 2023, the company's sales volume and prices of machine-made paper significantly declined year-on-year, particularly in the white card paper market, which severely impacted profitability[19]. - The price of white cardboard declined due to increased supply and insufficient demand, impacting profitability[52]. Cash Flow and Liquidity - Net cash flow from operating activities increased by 78.62% to CNY 1.78 billion[13]. - As of June 30, 2023, the company's current ratio was 62.61%, and the quick ratio was 49.20%, indicating good liquidity[25]. - The total bank borrowings amounted to RMB 41.483 billion as of June 30, 2023, down from RMB 42.288 billion at the end of the previous year[25]. - The company has compressed its debt scale, resulting in a significant decrease in net cash flow from financing activities by 762.46%[36]. Employee and Management - The company has a total of 10,364 employees, with total employee wages amounting to RMB 545.95 million in the first half of 2023[25]. - The company emphasizes the importance of investor awareness regarding investment risks[4]. - The company has established a strict internal control system for cash and fund management to strengthen financial management[25]. Environmental Compliance - The company has invested over 8 billion yuan in environmental protection measures, implementing advanced pollution control systems and achieving leading environmental indicators[34]. - The company has implemented advanced technologies for wastewater treatment, achieving a water reuse rate of over 75%[54]. - The company has a comprehensive environmental monitoring system, combining manual and automatic monitoring, to ensure compliance with environmental regulations[80]. - The company has not faced any administrative penalties due to environmental issues during the reporting period[81]. - The company has implemented measures to ensure that all emissions remain within regulatory limits, with no reported exceedances in major pollutants[70]. Strategic Initiatives - The company plans to enhance product structure by increasing the development of high value-added products and improving asset utilization to boost efficiency[19]. - The company aims to solidify overseas market channels as part of its strategy to improve quality and efficiency[19]. - The company is focused on innovation-driven strategies and optimizing industrial structure to mitigate risks from macroeconomic policy adjustments[53]. - The company has actively engaged in R&D collaborations with renowned universities and research institutions, enhancing its technological innovation capabilities[32]. Shareholder and Governance - The company has not engaged in any significant asset or equity sales during the reporting period, maintaining its current investment strategy[50]. - The company has committed to not reducing its holdings in the listed company shares from the date of the restructuring plan disclosure until its implementation[92]. - The company has fulfilled all commitments made by its actual controllers, shareholders, and related parties during the reporting period[134]. - The company has not reported any significant related party transactions, maintaining operational integrity[140]. Legal and Regulatory Compliance - The company has not faced any administrative penalties or significant civil litigation related to economic disputes in the past five years[130]. - The company has complied with all relevant laws and regulations during the asset restructuring process[136]. - The company has committed to not engaging in competitive businesses that may conflict with its subsidiaries, ensuring a focus on core operations[138].

证券代码： 000488 200488 证券简称：晨鸣纸业 晨鸣 B 公告编号：2023-063 山东晨鸣纸业集团股份有限公司 关于股东股份质押的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 山东晨鸣纸业集团股份有限公司（以下简称"公司"）近日接到第一大股东晨鸣控 股有限公司（以下简称"晨鸣控股"）函告，获悉其所持有本公司的部分股份办理了质 押业务，具体事项如下： 3、深交所要求的其他文件。 特此公告。 山东晨鸣纸业集团股份有限公司董事会 二〇二三年八月二十八日 | | 是否为控 | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 股东 | 股股东或 | 股份 | 质押数量 | 占其所 | 占公司 | 是否 | 是否为 | 质押起始 | | | 质押 | | 名称 | 第一大股 | 类别 | （股） | 持股份 | 总股本 | 为限 | 补充质 | 日 | 质押到期日 | 质权人 | 用途 | | | 东及其一 ...

关于诉讼的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 山东晨鸣纸业集团股份有限公司（以下简称"公司"）于 2022 年 6 月 21 日在巨 潮资讯网（www.cninfo.com.cn）披露了《关于诉讼的进展公告》（公告编号：2022-053）， 披露了公司与 Arjowiggins HKK2 Limited（以下简称"HKK2"）成立的合资公司阿尔 诺维根斯晨鸣特种纸有限公司纠纷案件的相关清盘呈请最新消息及香港终审法院作 出的裁决。 2022 年 10 月 25 日，公司委托香港法律顾问向原讼法庭申请寻求撤销或押后由 HKK2 对本公司提出的清盘呈请。2023 年 7 月 25 日，原讼法庭就上述申请进行聆讯。 证券简称： 晨鸣纸业 晨鸣 B 证券代码：000488 200488 公告编号：2023-062 山东晨鸣纸业集团股份有限公司 当前公司生产经营正常，各项经营指标持续改善，本次判决不会对公司的财务状 况及生产经营造成不利影响。公司将继续与法律顾问商讨，并积极探索一切可行的措 施来维护公司和广大投资者的合法权益，敬请广大投资者注意投资风 ...

山东晨鸣纸业集团股份有限公司 关于股东股份质押业务续作的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 证券代码： 000488 200488 证券简称：晨鸣纸业 晨鸣 B 公告编号：2023-061 山东晨鸣纸业集团股份有限公司（以下简称"公司"）近日接到第一大股东晨鸣控 股有限公司（以下简称"晨鸣控股"）函告，获悉其所持有本公司的部分 A 股股份办理 了质押续作业务，具体事项如下： 二、股东股份累计质押基本情况 截至本公告披露日，上述股东所持质押股份情况如下： | | | | | | | | 已质押股份 | | 未质押股份 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 本次质押业 | 本次质押业 | | | 情况 | | 情况 | | | | 持股数量 | 持股 | 务续作前质 | 务续作后质 | 占其所 | 占公司 | 已质押 | 占已 | 未质押 | 占未 | | 股东名称 | | | | | 持股份 | 总股本 | 股份限 | | ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 6,155,915,692.16, a decrease of 27.70% compared to CNY 8,514,983,059.74 in the same period last year[4] - The net profit attributable to shareholders was CNY -275,409,967.37, representing a decline of 341.76% from CNY 113,917,827.90 year-on-year[4] - The company reported a significant decrease in net profit attributable to the parent company, down 341.76% due to a decline in sales volume and increased production costs[10] - The net loss for the current period was ¥267,764,337.88, compared to a net profit of ¥131,682,209.39 in the previous period[20] - The company reported a basic and diluted earnings per share of -0.101, compared to 0.032 in the previous period[20] Cash Flow - The net cash flow from operating activities increased by 311.69% to CNY 916,852,965.06, compared to CNY 222,704,964.47 in the previous year[4] - Operating cash flow for Q1 2023 increased by 311.69% year-on-year, reaching ¥916,852,965.06, primarily due to a decrease in cash paid for goods purchased[11] - Cash outflow from investing activities was ¥56,963,698.36, up from ¥29,975,758.03 in the previous period, indicating increased investment[21] - Cash inflow from financing activities decreased to ¥7,962,881,272.83 from ¥9,298,233,537.92, reflecting a decline of 14.4%[23] - Net cash flow from financing activities was negative at -¥2,099,312,947.21, compared to -¥739,682,476.50 in the previous period, indicating higher outflows[23] Assets and Liabilities - The total assets at the end of the reporting period were CNY 82,071,892,371.00, down 2.64% from CNY 84,301,017,409.62 at the end of the previous year[4] - Total liabilities decreased to ¥58,597,784,636.70 from ¥60,572,763,589.01 at the beginning of the year, a reduction of approximately 3.3%[17] - Cash and cash equivalents decreased from ¥14,000,434,986.08 to ¥11,951,510,447.52 during the reporting period[15] - The ending cash and cash equivalents balance decreased to ¥884,376,122.37 from ¥2,624,717,072.34, a decline of 66.3%[23] Shareholder Information - Total number of ordinary shareholders at the end of the reporting period was 153,383, with the top ten shareholders holding a combined 45.79% of shares[12] - The largest shareholder, Chenming Holding Co., Ltd., holds 15.35% of shares, amounting to 457,322,919 shares[12] Investment Activities - Investment income improved by 36.63%, amounting to CNY -19,449,007.02, compared to CNY -30,691,914.23 in the same period last year[10] - Investment cash flow improved by 31.16% year-on-year, amounting to -¥17,745,698.36, mainly due to an increase in cash received from asset disposals[11] - Cash inflow from investment activities was ¥39,218,000.00, significantly higher than ¥4,197,017.65 in the previous period[21] Cost Management - The company noted that the decline in revenue and profit was influenced by rising raw material costs and lower demand following the Spring Festival[4] - Research and development expenses for the current period were ¥274,275,020.83, down from ¥344,169,278.72, indicating a focus on cost management[19] - Total operating costs for the current period were ¥6,538,140,020.52, down from ¥8,383,571,164.61, reflecting a reduction of 22%[19] Other Financial Metrics - The weighted average return on net assets decreased by 2.17 percentage points to -1.66% from 0.51% in the same period last year[4] - Non-current assets totaled ¥51,147,501,270.38, a decrease from ¥51,581,567,700.86 at the beginning of the year[16] - The company has maintained its capital reserve at ¥5,365,091,677.24, showing stability in equity financing[18] - The company did not conduct an audit for the first quarter report[24]

Group 1: Financial Performance - The company faced challenges in 2022 due to the global pandemic, high energy and logistics costs, and economic downturn, leading to underperformance [3][4] - The company reported that its overall performance was below expectations, primarily due to various external factors [6][8] - The company has not distributed dividends for two consecutive years, focusing instead on optimizing capital structure and reducing debt [4][8] Group 2: Cost Structure - The production cost of the company's paper products is composed of raw materials (57%), energy (14%), chemicals (13%), depreciation (4%), and freight (4%) [5] - The increase in costs for chemical pulp and energy is attributed to rising prices of wood chips and raw coal [4][5] Group 3: Market Conditions - The market demand for the company's main paper products, such as double glue paper and copperplate paper, remains stable, while white cardboard prices have fluctuated due to weak domestic demand [3][4] - The company anticipates that the recovery of the domestic economy will lead to adjustments in product pricing [4] Group 4: Strategic Focus - The company is committed to focusing on its core business of pulp and paper production while gradually divesting non-core assets [4][6] - The management emphasizes improving operational efficiency and financial risk control to drive high-quality development [5][6] Group 5: Research and Development - The company has a comprehensive assessment system for R&D personnel, linking their compensation to established tasks and goals [2][3] - Despite significant R&D expenditures, the number of new patents has been limited, raising investor concerns [2][3]

Financial Performance - The company's operating revenue for 2022 was ¥32,004,367,320.91, a decrease of 3.08% compared to ¥33,019,812,294.14 in 2021[13]. - Net profit attributable to shareholders for 2022 was ¥189,290,120.82, reflecting a significant decline of 90.84% from ¥2,065,513,108.71 in 2021[13]. - The net cash flow from operating activities decreased by 59.80% to ¥3,449,824,242.37 in 2022, down from ¥8,581,888,192.64 in 2021[13]. - Basic and diluted earnings per share for 2022 were both ¥0.03, a drop of 94.64% from ¥0.56 in 2021[13]. - The weighted average return on net assets fell to 0.55% in 2022, a decrease of 9.01 percentage points from 9.56% in 2021[13]. - Total assets at the end of 2022 were ¥84,301,017,409.62, an increase of 1.73% from ¥82,869,661,681.08 at the end of 2021[13]. - The net assets attributable to shareholders decreased slightly by 0.17% to ¥19,084,565,494.92 at the end of 2022 from ¥19,117,985,306.48 at the end of 2021[13]. - The company reported a quarterly operating revenue of ¥6,648,333,425.15 in Q4 2022, with a net profit attributable to shareholders of -¥51,285,739.81[17]. - The company reported a total liability of ¥6,057,276,000 in 2022, slightly up from ¥6,029,463,000 in 2021[20]. - The company achieved a revenue of RMB 32.004 billion and a net profit of RMB 317 million during the reporting period[29]. - The company reported a significant decline in net profit attributable to shareholders for the year 2022, impacted by insufficient domestic market demand and rising costs of raw materials such as wood chips and chemicals[106]. Strategic Initiatives - The company plans not to distribute cash dividends, issue bonus shares, or increase capital from reserves for the year 2022[3]. - The company aims to enhance its core business in pulp and paper production, focusing on green, low-carbon, and sustainable development strategies[91]. - The company plans to strengthen its "pulp-paper integration" strategy to ensure quality and quantity of self-supplied pulp[26]. - The company has strategically expanded its overseas sales, benefiting from a reduction in global paper supply[24]. - The company is focusing on optimizing product structure towards high-end, lightweight, and customized products to meet rising consumer quality demands[90]. - The company plans to enhance its competitive edge through mergers, restructuring, and joint ventures, leading to increased industry concentration[90]. - The company will implement strict financial management to lower the debt-to-asset ratio and optimize capital structure, including collaboration with state-owned banks for low-cost financing[94]. - The company will focus on improving basic management and internal audit processes to enhance operational efficiency and ensure high-quality development[97]. Research and Development - The company has obtained over 380 national patent authorizations, demonstrating its commitment to innovation and R&D[25]. - The company is in the industrialization phase for several R&D projects aimed at improving product quality and reducing costs, including high-thickness electrostatic paper technology[69]. - Research and development (R&D) investment amounted to ¥1.29 billion in 2022, down 11.25% from ¥1.45 billion in 2021, representing 4.03% of operating revenue[71]. - The number of R&D personnel decreased by 27.89% to 1,370 in 2022 from 1,900 in 2021, with a corresponding drop in the proportion of R&D staff[70]. - The company is actively pursuing partnerships with international firms to leverage new technologies and expand its product offerings[159]. Market Conditions - The company faces risks from macroeconomic fluctuations, national policies, regulations, and industry competition, which investors should be aware of[3]. - The paper industry is experiencing a transformation towards intensive development, with increased market concentration and a significant rise in production costs impacting overall profitability[90]. - The company anticipates a recovery in the paper industry as domestic paper prices stabilize and major enterprises announce price increases[90]. - In 2022, the national production of mechanical paper and paperboard was 136.914 million tons, a year-on-year decrease of 1.3%[28]. - The revenue of the paper and paper products industry in China was RMB 1.52289 trillion, a year-on-year increase of 0.4%[28]. Corporate Governance - The company has improved its corporate governance structure in compliance with relevant regulations, enhancing internal controls and information disclosure practices[142]. - The board of directors consists of 11 members, including 4 independent directors, and held 12 meetings during the reporting period, ensuring high decision-making quality[145]. - The supervisory board comprises 5 members and convened 8 meetings, effectively overseeing the company's management and financial status[146]. - The company ensures equal treatment of all shareholders during general meetings, providing both on-site and online voting options[143]. - The company has established a remuneration and assessment committee responsible for setting evaluation standards for non-independent directors and senior management[170]. Environmental and Social Responsibility - The company is committed to green development and has adopted energy-saving and emission-reduction technologies to meet stricter environmental standards[100]. - The company has implemented advanced water recycling technology, achieving a water reuse rate of over 75%, saving 170,000 cubic meters of fresh water daily[100]. - The company donated RMB 805,000 to non-profit organizations during the year, a decrease from RMB 1,142,550 in 2021[109]. - The company is actively exploring innovative resource utilization and circular economy models to enhance its sustainability[100]. Employee and Management Structure - The total number of employees at the end of the reporting period was 10,855, with 2,596 in the parent company and 7,462 in major subsidiaries[180]. - The professional composition includes 7,259 production personnel, 500 sales personnel, 465 technical personnel, 177 financial personnel, 1,203 administrative personnel, and 1,251 other personnel[181]. - The company emphasizes talent development and plans to enhance training quality in 2023 by collaborating with professional training institutions and creating an online learning platform[185]. - The management team includes experienced professionals with backgrounds in finance, marketing, and project management, ensuring a diverse skill set[164]. Financial Management - The company has not utilized any fundraising during the reporting period[85]. - The company has not distributed cash dividends or bonus shares for the current fiscal year, reflecting a conservative approach to capital allocation[187]. - The company plans to optimize its capital structure and reduce debt levels to enhance financial stability and risk resistance[187]. - The company reported a significant increase in financing cash flow net amount by 80.07%, reaching -¥1.98 billion in 2022 compared to -¥9.94 billion in 2021[73][74].