Important Notices, Table of Contents, and Definitions Important Notices The company's management guarantees the truthfulness and accuracy of the semi-annual report and plans no profit distribution for the period - The Board of Directors, Supervisory Committee, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, and bear individual and joint legal responsibility3 - The company plans not to distribute cash dividends, issue bonus shares, or convert capital reserves into share capital4 Table of Contents The report is structured into eight main sections covering key corporate and financial information Report Chapters | Section | Page Number | | :--- | :--- | | Section I Important Notices, Table of Contents, and Definitions | 2 | | Section II Company Profile and Key Financial Indicators | 6 | | Section III Management Discussion and Analysis | 9 | | Section IV Corporate Governance, Environment, and Society | 21 | | Section V Significant Events | 27 | | Section VI Changes in Share Capital and Shareholders | 38 | | Section VII Bond-related Matters | 43 | | Section VIII Financial Report | 44 | List of Documents for Inspection Available documents for inspection include signed financial statements and the semi-annual report text - Documents available for inspection include financial statements signed by company officials, the semi-annual report text signed by the legal representative, and originals of all documents publicly disclosed during the reporting period8 Definitions This section defines key terms used throughout the report, including company entities and reporting periods Key Definitions | Term | Refers to | Definition | | :--- | :--- | :--- | | The Company, Chenming Group, Chenming Paper | Refers to | Shandong Chenming Paper Holdings Limited and its subsidiaries | | Parent Company, Shouguang Headquarters | Refers to | Shandong Chenming Paper Holdings Limited | | Chenming Holdings | Refers to | Chenming Holdings Limited | | SZSE | Refers to | Shenzhen Stock Exchange | | HKEX | Refers to | The Stock Exchange of Hong Kong Limited | | CSRC | Refers to | China Securities Regulatory Commission | | Shandong Securities Regulatory Bureau | Refers to | China Securities Regulatory Commission Shandong Regulatory Bureau | | Zhanjiang Chenming | Refers to | Zhanjiang Chenming Pulp & Paper Co, Ltd | | Jiangxi Chenming | Refers to | Jiangxi Chenming Paper Co, Ltd | | Huanggang Chenming | Refers to | Huanggang Chenming Pulp & Paper Co, Ltd | | Hong Kong Chenming | Refers to | Chenming (Hong Kong) Limited | | Jilin Chenming | Refers to | Jilin Chenming Paper Co, Ltd | | Shouguang Meilun | Refers to | Shouguang Meilun Paper Co, Ltd | | Jiangxi Port | Refers to | Jiangxi Chenming Port Co, Ltd | | Chenming Leasing | Refers to | Shandong Chenming Financial Leasing Co, Ltd and its subsidiaries | | Reporting Period | Refers to | January 1, 2025 to June 30, 2025 | | Beginning of the Year/Period | Refers to | January 1, 2025 | | End of the Half-Year/Period | Refers to | June 30, 2025 | Company Profile and Key Financial Indicators Company Profile The company is listed on both the Shenzhen and Hong Kong stock exchanges, with no changes to its contact or registration details during the period Company Basic Information | Stock Name | ST Chenming | Stock Code | 000488 | | :--- | :--- | :--- | :--- | | | ST Chenming B | | 200488 | | Stock Exchange | Shenzhen Stock Exchange | | | | Stock Name | Chenming Paper | Stock Code | 01812 | | Stock Exchange | The Stock Exchange of Hong Kong Limited | | | | Company Name (Chinese) | 山东晨鸣纸业集团股份有限公司 | | | | Company Abbreviation (Chinese) | 晨鸣纸业 | | | | Company Name (English) | SHANDONG CHENMING PAPER HOLDINGS LIMITED | | | | Company Abbreviation (English) | SCPH | | | | Legal Representative | Hu Changqing | | | - The company's registered address, office address, postal code, website, and email address remained unchanged during the reporting period, as detailed in the 2024 annual report14 Contact Persons and Methods Contact information for the Board Secretary, Securities Affairs Representative, and Hong Kong Company Secretary is provided for investor communication Company Contact Information | | Board Secretary | Securities Affairs Representative | | Hong Kong Company Secretary | | :--- | :--- | :--- | :--- | :--- | | Name | Yuan Xikun | Zhang Chuanyong | Chen Lin | Zhu Hanliang | | Email | chenmmingpaper@163.com | friend537@163.com | ZQCL0536@163.com | liamchu@li-partners.com | | Address | 2199 Nongsheng East Street, Shouguang, Shandong | 2199 Nongsheng East Street, Shouguang, Shandong | | 22/F, World-Wide House, Central, Hong Kong | | Phone | 0536-2158008 | 0536-2158008 | | 00852-21629600 | | Fax | 0536-2158977 | 0536-2158977 | | 00852-25010028 | Key Accounting Data and Financial Indicators The company's revenue and net profit declined sharply, with a net loss attributable to shareholders of 3.86 billion yuan, a year-on-year decrease of 13,567.59% Key Accounting Data and Financial Indicators (Current Period vs Prior Year Period/End) | Indicator | Current Period/End | Prior Year Period/End | Change | | :--- | :--- | :--- | :--- | | Operating Revenue (Yuan) | 2,106,630,952.30 | 13,884,731,519.04 | -84.83% | | Net Profit Attributable to Shareholders (Yuan) | -3,857,953,190.56 | 28,646,205.42 | -13,567.59% | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) (Yuan) | -3,645,363,615.81 | -270,865,043.51 | -1,245.82% | | Net Cash Flow from Operating Activities (Yuan) | 785,303,274.19 | 1,992,499,393.07 | -60.59% | | Basic Earnings Per Share (Yuan/Share) | -1.31 | 0.01 | -13,200.00% | | Diluted Earnings Per Share (Yuan/Share) | -1.31 | 0.01 | -13,200.00% | | Weighted Average Return on Equity | -53.39% | 0.17% | Decreased by 53.56 percentage points | | Total Assets (Yuan) | 54,698,875,991.74 | 63,509,295,142.08 | -13.87% | | Net Assets Attributable to Shareholders (Yuan) | 5,318,763,216.33 | 9,156,104,358.91 | -41.91% | Non-recurring Profit and Loss Items and Amounts Non-recurring losses totaled -212.59 million yuan, mainly driven by asset disposals, fair value changes of biological assets, and debt restructuring Non-recurring Profit and Loss Items and Amounts | Item | Amount (Yuan) | Notes | | :--- | :--- | :--- | | Gains/Losses on Disposal of Non-current Assets (including write-offs of asset impairment provisions) | -97,049,878.76 | | | Government Grants Recognized in Current Profit/Loss (excluding grants closely related to normal business operations) | 25,503,367.73 | | | Fair Value Gains/Losses from Financial Assets/Liabilities held by non-financial enterprises, and gains/losses from their disposal | 8,439,571.88 | | | Reversal of Impairment Provisions for Individually Tested Receivables | 13,201,496.76 | | | Gains/Losses on Debt Restructuring | -37,171,293.24 | | | Gains/Losses from Fair Value Changes of Consumable Biological Assets Measured at Fair Value | -129,059,190.34 | | | Other Non-operating Income and Expenses | -18,188,031.78 | | | Less: Income Tax Effect | 2,948,680.16 | | | Minority Interest Effect (After Tax) | -24,683,063.16 | | | Total | -212,589,574.75 | | - Other income of 24,301,996.32 yuan from asset-related government grants closely tied to normal business operations is treated as recurring profit and loss22 Management Discussion and Analysis Principal Business Activities During the Reporting Period The company's core business is pulp and paper manufacturing, but production halts for maintenance led to a significant revenue decline and a net loss of 3.86 billion yuan - The company is a large modern enterprise group focused on pulp and paper manufacturing, implementing a pulp-paper integration strategy with production bases across China27 - During the reporting period, production lines at the Zhanjiang, Jilin, and Shouguang bases were shut down for maintenance, leading to a decline in production, sales, revenue, and profit28 - From January to June 2025, the company achieved operating revenue of 2.11 billion yuan and a net loss attributable to shareholders of 3.86 billion yuan28 Industry Overview The paper industry faced oversupply and weak demand in H1 2025, causing price drops and a 21.4% decline in total industry profit - In H1 2025, new capacity in China's paper industry led to increased supply and a structural imbalance, causing significant price drops for cultural paper and white cardboard25 - From January to June 2025, the paper and paper products industry's operating revenue decreased by 2.3% YoY to 681.21 billion yuan, while total profit fell by 21.4% YoY to 17.57 billion yuan25 - In the medium to long term, driven by "dual carbon" strategies and "anti-involution" policies, the paper industry's prosperity is expected to improve26 Main Products and Their Uses The company offers a diverse product portfolio across seven major series, supported by leading R&D platforms - The company emphasizes R&D through leading innovation platforms, including a National Enterprise Technology Center and a Post-doctoral Research Workstation29 Company's Main Paper Products and Uses | Category | Main Brands and Varieties | Application | | :--- | :--- | :--- | | Cultural Paper Series | "Biyuntian", "Yunjing" offset paper, lightweight paper, blueprint paper | Printing books, textbooks, magazines, notebooks, exam papers | | Coated Paper Series | "Xuesha", "Xueying" single/double-sided coated paper, matte coated paper | High-end albums, magazines, calendars, posters, cigarette labels, packaging | | White Cardboard Series | "Liya" series white card, food card, coated kraft, playing card stock | High-end gift boxes, cosmetic boxes, hang tags, handbags, promotional materials | | Copy Paper Series | "Jinmingyang", "Jinchenming" copy paper | Printing, copying, business documents, training materials | | Industrial Paper Series | High-grade/standard release liner base paper, PE-coated base paper | Base for release paper, self-adhesive label face stock, playing card composite | | Specialty Paper Series | Thermal paper, glassine paper | Labels for electronics, medicine, food, supermarkets; double-sided tape base | | Tissue Paper Series | Toilet paper, facial tissue, paper towels, napkins, "Xingzhilian" | Daily hygiene, restaurants, hotels, offices, and household use | Analysis of Liquidity, Financial Resources, and Capital Structure under HKEX Listing Rules As of June 30, 2025, the company's liquidity and solvency were constrained, with an asset-liability ratio of 85.93% and total bank borrowings of 29.10 billion yuan Liquidity and Financial Resources as of June 30, 2025 | Indicator | Amount/Ratio | | :--- | :--- | | Current Ratio | 23.72% | | Quick Ratio | 17.34% | | Asset-Liability Ratio | 85.93% | | Total Bank Borrowings | 29.103 billion yuan | | Cash and Cash Equivalents | 954 million yuan | | Number of Employees | 9,095 | | Total Employee Salaries in H1 | 432.10 million yuan | - The Group's liquidity and solvency were constrained due to production halts at some bases31 - A syndicated loan of 2.31 billion yuan for resuming production has been approved, and the company will gradually restart operations based on funding and market conditions31 Core Competitiveness Analysis The company's core strengths lie in its pulp-paper integration strategy, scale, diverse product range, and advanced technology - The company adheres to a pulp-paper integration strategy and is the first in China to achieve a balance between wood pulp self-sufficiency and paper production capacity32 - The company has the most diverse product portfolio in the domestic paper industry, covering cultural paper, white cardboard, coated paper, and more34 - The company possesses national-level R&D institutions, including a National Enterprise Technology Center and a Post-doctoral Research Workstation37 - With a cumulative environmental investment of over 8 billion yuan, the company's environmental protection indicators are at the forefront nationally and globally39 Analysis of Principal Business Operating revenue plummeted by 84.83% due to reduced paper sales from production halts, leading to a significant shift in revenue composition and a substantial loss Year-on-Year Changes in Key Financial Data | Indicator | Current Period (Yuan) | Prior Year Period (Yuan) | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 2,106,630,952.30 | 13,884,731,519.04 | -84.83% | Reduced paper sales due to production halts | | Operating Costs | 3,727,203,720.24 | 12,185,505,709.00 | -69.41% | Reduced paper sales due to production halts | | R&D Expenses | 36,567,185.69 | 611,914,096.41 | -94.02% | Reduced R&D investment due to production halts | | Investment Income | -430,669,782.44 | 181,332,096.11 | -337.50% | Decrease in investment income from associates and equity disposals | | Fair Value Change Gains | -129,487,561.79 | -2,221,596.44 | -5,728.58% | Increased losses from fair value changes in forest assets | | Credit Impairment Losses | -506,322,424.22 | -124,386,619.66 | 307.06% | Increased bad debt provisions for receivables | | Asset Impairment Losses | -240,561,409.32 | -3,041,427.75 | 7,809.49% | Increased impairment provisions for equipment | | Net Cash Flow from Operating Activities | 785,303,274.19 | 1,992,499,393.07 | -60.59% | Decreased sales revenue due to lower sales volume | Operating Revenue Composition (by Industry, Product, Region) | Item | Current Period Amount (Yuan) | % of Revenue | Prior Year Period Amount (Yuan) | % of Revenue | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | | | | | | | Machine-made Paper | 1,121,420,145.71 | 53.23% | 12,429,565,296.10 | 89.52% | -90.98% | | Chemical Pulp | 740,160,267.96 | 35.13% | 676,203,401.45 | 4.87% | 9.46% | | By Product | | | | | | | Coated Paper | 322,730,071.72 | 15.32% | 2,407,591,953.96 | 17.34% | -86.60% | | White Cardboard | 260,654,282.46 | 12.37% | 2,926,439,060.82 | 21.08% | -91.09% | | Offset Paper | 213,202,847.01 | 10.12% | 3,710,036,202.61 | 26.72% | -94.25% | | By Region | | | | | | | Mainland China | 2,075,083,434.21 | 98.50% | 11,052,530,679.12 | 79.60% | -81.23% | | Other Countries and Regions | 31,547,518.09 | 1.50% | 2,832,200,839.92 | 20.40% | -98.89% | Analysis of Non-Principal Business Non-principal business activities, including investment losses and impairment charges, had a significant negative impact on total profit Impact of Non-Principal Business on Total Profit | Item | Amount (Yuan) | % of Total Profit | Reason | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Other Income | 22,794,816.03 | -0.55% | Government grants related to daily operations and debt restructuring gains | Partially sustainable (annual amortization of grants) | | Investment Income | -430,669,782.44 | 10.30% | Investment income from external investments and gains from disposal of equity/financial assets | No | | Fair Value Change Gains/Losses | -129,487,561.79 | 3.10% | Fair value fluctuations of Bohai Bank stock and forest assets | No | | Credit Impairment Losses | -506,322,424.22 | 12.11% | Bad debt provisions for receivables | No | | Asset Impairment Losses | -240,561,409.32 | 5.75% | Impairment provisions for non-current assets | No | | Non-operating Expenses | 26,198,489.55 | -0.63% | Expenses not directly related to daily production and operations | No | Analysis of Assets and Liabilities Total assets and net assets attributable to shareholders decreased significantly, while shifts in liabilities indicate increased liquidity pressure Significant Changes in Asset Composition | Item | End of Period Amount (Yuan) | % of Total Assets | Prior Year-End Amount (Yuan) | % of Total Assets | Change in % | Reason for Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 953,661,496.60 | 1.74% | 5,909,879,812.18 | 9.31% | -7.57% | Decrease in security deposits at period-end | | Accounts Receivable | 930,731,502.52 | 1.70% | 1,384,290,313.70 | 2.18% | -0.48% | Decrease in amounts due from customers | | Long-term Equity Investments | 3,621,265,404.11 | 6.62% | 3,971,035,411.54 | 6.25% | 0.37% | Decrease in investment income from associates | | Other Non-current Financial Assets | 344,266,989.06 | 0.63% | 751,030,454.68 | 1.18% | -0.55% | Consolidation of Weifang Chenchuang Equity Investment Fund | | Notes Payable | 107,370,000.00 | 0.20% | 1,423,918,112.99 | 2.24% | -2.04% | Reclassification of overdue notes to accounts payable and short-term borrowings | | Accounts Payable | 8,426,902,071.31 | 15.41% | 7,708,967,406.47 | 12.14% | 3.27% | Reclassification of overdue commercial bills to accounts payable | | Other Payables | 3,560,628,293.65 | 6.51% | 2,896,409,953.94 | 4.56% | 1.95% | Increase in payables to related parties and accrued expenses | | Non-current Liabilities Due within One Year | 2,534,511,114.58 | 4.63% | 1,577,936,964.14 | 2.48% | 2.15% | Increase in reclassified long-term liabilities due within one year | | Other Current Liabilities | 844,340,067.04 | 1.54% | 2,680,562,600.58 | 4.22% | -2.68% | Reclassification of extended equipment finance leases to long-term payables | | Long-term Payables | 2,544,988,247.10 | 4.65% | 774,965,008.29 | 1.22% | 3.43% | Reclassification of extended equipment finance leases to long-term payables | Restricted Assets as of Period-End | Item | Book Value at Period-End (Yuan) | Restriction Type | Reason for Restriction | | :--- | :--- | :--- | :--- | | Fixed Assets | 19,712,891,634.14 | Mortgage | Collateral for bank loans and long-term payables | | Investment Property | 5,195,027,744.73 | Mortgage | Collateral for bank loans | | Intangible Assets | 1,328,582,983.12 | Mortgage | Collateral for bank loans and long-term payables | | Long-term Equity Investments | 1,649,407,876.62 | Frozen | Frozen due to lawsuits over outstanding payments | | Cash and Cash Equivalents | 875,404,665.38 | Pledge, Frozen | Pledged as deposits for bills, letters of credit, loans, or frozen due to lawsuits | | Inventories | 14,865,436.95 | Court Seizure | Seized due to lawsuits over outstanding payments | | Total | 28,776,180,340.94 | | | Investment Analysis Investment amount increased by 3,490.27%, driven by major equity investments in an investment fund and two subsidiaries Investment Amount During the Reporting Period | Investment Amount in Reporting Period (Yuan) | Investment Amount in Prior Year Period (Yuan) | Change | | :--- | :--- | :--- | | 646,248,442.80 | 18,000,000.00 | 3,490.27% | Major Equity Investments During the Reporting Period | Investee Company Name | Investment Method | Investment Amount (Yuan) | Shareholding Ratio | Funding Source | Investment Type | Profit/Loss this Period (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Weifang Chenchuang Equity Investment Fund Partnership (LP) | Acquisition | 512,000,000.00 | 99.67% | Own funds | Investment | 626.63 | | Shandong Chenming Paper Sales Co, Ltd | Capital Increase | 98,500,000.00 | 100.00% | Own funds | Trading | -30,348,394.39 | | Shouguang Chenming Art Paper Co, Ltd | Acquisition | 35,748,442.80 | 100.00% | Own funds | Manufacturing | 66,979,940.94 | | Total | -- | 646,248,442.80 | -- | -- | -- | 97,327,708.70 | - The company had no derivative investments during the reporting period57 Disposal of Material Assets and Equity The company sold 22 properties for 85.92 million yuan to optimize its asset structure and focus on its main business Disposal of Material Assets | Counterparty | Asset Sold | Date of Sale | Transaction Price (million yuan) | Impact on the Company | Contribution to Net Profit (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Zhejiang Aikesheng Real Estate Co, Ltd | 22 units in Fado Apartment | June 2025 | 85.92 | Aided in resource integration, asset structure optimization, and focusing on core business | 1.56% | - The company had no material equity disposals during the reporting period60 Analysis of Major Subsidiaries and Investees Key subsidiaries Zhanjiang Chenming and Shouguang Meilun both reported net losses, while the company's consolidation scope changed through acquisition and disposal Major Subsidiaries and Investees with >10% Impact on Net Profit | Company Name | Type | Main Business | Registered Capital (Yuan) | Total Assets (Yuan) | Net Assets (Yuan) | Operating Revenue (Yuan) | Operating Profit (Yuan) | Net Profit (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zhanjiang Chenming Pulp & Paper Co, Ltd | Subsidiary | Production and sales of offset paper, copy paper, white cardboard | 6,913,572,423.00 | 17,837,776,517.63 | 6,881,696,853.57 | 143,191,538.56 | -956,012,412.30 | -844,270,649.67 | | Shouguang Meilun Paper Co, Ltd | Subsidiary | Production and sales of coated paper, cultural paper, tissue paper, chemical pulp | 4,801,045,519.00 | 13,489,027,547.87 | 7,053,307,921.36 | 805,084,480.98 | -836,167,663.19 | -677,427,573.67 | Acquisition and Disposal of Subsidiaries During the Reporting Period | Company Name | Method of Acquisition/Disposal | Impact on Overall Production and Performance | | :--- | :--- | :--- | | Chenming International Trade Co, Ltd | Newly established | None | | Shouguang Weiyuan Logistics Co, Ltd | Disposal | Increased net profit by 0.1664 million yuan | | Weifang Chenchuang Equity Investment Fund Partnership (LP) | Acquisition | Increased net profit by 0.0006 million yuan | Risks and Countermeasures The company faces risks from economic policies, competition, and liquidity, which it addresses through structural optimization, cost control, and debt restructuring - The company faces risks including macroeconomic policy changes, environmental regulations, raw material price volatility, market competition, liquidity constraints, and financial leasing business risks63646566 - To mitigate macroeconomic risks, the company will focus on its core pulp and paper business, adhere to an innovation-driven strategy, and optimize its industrial structure and regional layout63 - To address liquidity risks, the company is actively disposing of non-core assets, intensifying debt collection, communicating with financial institutions to restructure debt, and seeking extensions and interest rate reductions66 Development and Implementation of Market Value Management System and Valuation Enhancement Plan The company has established a market value management system and a valuation enhancement plan to improve its investment value and shareholder returns - The company has formulated the "Shandong Chenming Paper Holdings Limited Market Value Management System" in accordance with relevant laws and regulations, approved by the Board of Directors on March 31, 202568 - The company's "Valuation Enhancement Plan," approved on March 31, 2025, includes measures for financial optimization, business optimization, market and brand building, and strategic investment and cooperation68697071 Corporate Governance, Environment, and Society Changes in Directors, Supervisors, and Senior Management There were no changes to the company's directors, supervisors, or senior management during the reporting period - There were no changes to the company's directors, supervisors, and senior management during the reporting period; for details, please refer to the 2024 annual report74 Profit Distribution and Capitalization of Capital Reserve for the Reporting Period The company does not plan to distribute profits or capitalize capital reserves for the semi-annual period - The company plans not to distribute cash dividends, issue bonus shares, or convert capital reserves into share capital for the semi-annual period75 Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company completed the buy-back and cancellation for its 2020 A-share restricted stock incentive plan, though some shares remain outstanding due to judicial freezes - The company's 2020 A-share restricted stock incentive plan involved 111 participants and granted 79.60 million A-share restricted stocks at a price of 2.85 yuan per share78 - In November 2024, the company paid the buy-back consideration for the unvested restricted stocks of the third vesting period and proceeded with the share buy-back and cancellation procedures93 - As of the end of this reporting period, 6,900,000 A-share restricted stocks held by 2 departed incentive participants have not been cancelled due to judicial freezes93 Environmental Information Disclosure The company and seven of its major subsidiaries are listed for mandatory environmental information disclosure and have published their reports accordingly - The listed company and its major subsidiaries are included in the list of enterprises for mandatory environmental information disclosure: Yes94 Enterprises Listed for Mandatory Environmental Information Disclosure | No | Enterprise Name | Index for Environmental Information Disclosure Report | | :--- | :--- | :--- | | 1 | Shandong Chenming Paper Holdings Limited | Enterprise Environmental Information Disclosure System (Shandong) | | 2 | Shouguang Meilun Paper Co, Ltd | Enterprise Environmental Information Disclosure System (Shandong) | | 3 | Shouguang Chenming Art Paper Co, Ltd | Enterprise Environmental Information Disclosure System (Shandong) | | 4 | Zhanjiang Chenming Pulp & Paper Co, Ltd | Enterprise Environmental Information Disclosure System (Guangdong) | | 5 | Huanggang Chenming Pulp & Paper Co, Ltd | Enterprise Environmental Information Disclosure System (Hubei) | | 6 | Jiangxi Chenming Paper Co, Ltd | Enterprise Environmental Information Disclosure System (Jiangxi) | | 7 | Jilin Chenming Paper Co, Ltd | Enterprise Environmental Information Disclosure System (Jilin) | Social Responsibility The company fulfills its social responsibilities by optimizing corporate governance, protecting stakeholder interests, and adhering to green development principles - The company continuously optimizes its corporate governance structure, strengthens its internal control system, and strictly implements insider information management to ensure truthful, accurate, and timely information disclosure96 - The company strictly complies with labor laws, upholds a people-centric employment philosophy, and focuses on employee well-being and development96 - The company practices the philosophy that "lucid waters and lush mountains are invaluable assets" and is committed to a high-quality development path that is eco-friendly and low-carbon97 Disclosures under the Hong Kong Stock Exchange Listing Rules The company complied with the Corporate Governance Code, with the exception of a delayed board re-election due to pending work on governance updates - The company complied with the principles and code provisions of the Corporate Governance Code in Appendix C1 of the HKEX Listing Rules, except that the term of the tenth Board of Directors and Supervisory Committee, which expired on June 15, 2025, has been extended as the re-election process is not yet complete98 - The company's directors have confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the HKEX Listing Rules, and the company is not aware of any non-compliance by its directors during the reporting period99 Significant Events Commitments There were no commitments from the company's controlling shareholders or other related parties that were fulfilled or overdue during the reporting period - The company reports no fulfilled or overdue commitments from its de facto controller, shareholders, related parties, acquirers, or the company itself during the reporting period101 Non-operating Fund Occupation There was no non-operating occupation of the company's funds by its controlling shareholder or other related parties - The company reports no non-operating occupation of its funds by the controlling shareholder or other related parties during the reporting period102 Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period103 Appointment and Dismissal of Accounting Firm The company's semi-annual financial report has not been audited - The company's semi-annual report has not been audited104 Board's Explanation on Prior Year's "Non-standard Audit Report" The Board is actively addressing the issues raised in the 2024 qualified audit opinion by resuming production, securing loans, and restructuring debt - Grant Thornton China issued a qualified audit opinion on the company's 2024 financial report, for which the Board of Directors has provided a special explanation105 - The company is actively working to resume production, secure syndicated loan disbursements, restructure debt, attract strategic investors, and dispose of assets to improve its going concern ability106 - As of the period-end, production lines at the Huanggang, Jiangxi, and Shouguang bases are operational, and a 2.31 billion yuan syndicated loan for resuming production has been approved106 Bankruptcy and Reorganization Matters The company did not undergo any bankruptcy or reorganization proceedings during the reporting period - The company did not undergo any bankruptcy or reorganization proceedings during the reporting period108 Litigation Matters The company is involved in several major lawsuits, with a winding-up petition having been dismissed and total pending cases against the company amounting to 4.98 billion yuan - On June 20, 2025, the company received an order from the High Court of Hong Kong dismissing the petitioner's summons and the winding-up petition109 Overview of Other Litigation Matters | Litigation (Arbitration) Status | Amount Involved (million yuan) | Provision for Liabilities | Litigation (Arbitration) Outcome and Impact | | :--- | :--- | :--- | :--- | | Cases with Chenming Leasing as Plaintiff | 464.33 | No | Judgments have favored the company, ordering defendants to repay debts; no material impact on operations is expected | | Cases with the Company and its Subsidiaries as Plaintiffs | 434.06 | No | No material impact on the company's operations and financial condition | | Cases with the Company and its Subsidiaries as Defendants | 7,778.18 | Yes | Cases are being resolved through negotiation, active defense, and settlement with creditors | | Provision for Liabilities | 5.935 | | | Penalties and Rectifications The company was not subject to any penalties or rectification orders during the reporting period - The company was not subject to any penalties or rectification orders during the reporting period110 Integrity Status of the Company and its Controlling Shareholders The company and its subsidiary Zhanjiang Chenming were listed as discredited judgment debtors for two cases, while the controlling shareholder was not - According to the China Enforcement Information Online portal, the company and its subsidiary Zhanjiang Chenming were listed as discredited judgment debtors in 2 cases for failing to comply with court orders; the company's controlling shareholder and de facto controller are not listed as discredited judgment debtors111 Material Related-Party Transactions The company engaged in routine service procurement with related parties and maintained non-operating debt balances with its associates and controlling shareholder Related-Party Transactions for Goods and Services | Related Party | Transaction Content | Amount this Period (Yuan) | Approved Transaction Limit (million yuan) | | :--- | :--- | :--- | :--- | | Weifang Port Wood Chip Terminal Co, Ltd | Port charges | 2,333,303.83 | 110.00 | Receivables from Related Parties | Related Party | Relationship | Balance at Period-End (million yuan) | | :--- | :--- | :--- | | Shouguang Meite Environmental Protection Technology Co, Ltd | Joint Venture | 11.38 | | Weifang Port Wood Chip Terminal Co, Ltd | Joint Venture | 81.30 | | Wuhan Chenming Hanyang Paper Co, Ltd | Associate | 177.97 | | Total | | 270.65 | Payables to Related Parties | Related Party | Relationship | Balance at Period-End (million yuan) | | :--- | :--- | :--- | | Chenming Holdings Limited | Controlling Shareholder | 36.84 | | Guangdong Nanyue Bank Co, Ltd | Associate | 758.29 | | Total | | 795.13 | Material Contracts and Their Performance The company has an ongoing business outsourcing contract, generated leasing income, and provided significant guarantees for its subsidiaries totaling 19.75 billion yuan - Subsidiary Jiangxi Chenming has outsourced the operations of Jiangxi Port to Jiangxi Yirong Investment Co, Ltd for a fixed annual fee of 4 million yuan121 - The company's total outstanding guarantees for its subsidiaries amounted to 19.75 billion yuan as of June 30, 2025, representing 371.42% of the parent company's shareholders' equity, with overdue guarantees totaling 1.98 billion yuan127 Short-term or Low-value Asset Lease Expenses | Item | H1 2025 (Yuan) | | :--- | :--- | | Low-value Leases | 2,220,927.78 | | Total | 2,220,927.78 | Operating Lease Income as Lessor | Item | H1 2025 (Yuan) | | :--- | :--- | | Lease Income | 60,638,854.58 | Other Significant Events The company faces operational challenges including overdue debts, frozen bank accounts, and production halts, while its board re-election has been postponed - As of the period-end, the company had cumulative overdue debts of 3.82 billion yuan, 332 frozen bank accounts with a total frozen amount of 39.38 million yuan, and some production lines remain under maintenance135 - The re-election of the company's tenth Board of Directors and Supervisory Committee has been postponed to ensure operational continuity while the company revises its Articles of Association and related internal systems137 Significant Events of Subsidiaries The company received approval to dissolve its finance subsidiary and terminated the construction of the Huanggang Chenming Phase II project to preserve liquidity - On February 12, 2025, Shandong Chenming Group Finance Co, Ltd received approval from the National Financial Regulatory Administration for its dissolution141 - The company terminated the construction of the Huanggang Chenming Phase II project to avoid further capital expenditure that could impact liquidity, thereby protecting the interests of the company and its shareholders142 Changes in Share Capital and Shareholders Changes in Share Capital The number of restricted shares decreased while unrestricted shares increased due to the annual recalculation of transferable shares for senior management - The change in restricted shares was primarily due to the annual recalculation of the transferable quota for directors, supervisors, and senior management, and the release of locked-up shares for some executives who had been departed for over 6 months145 Changes in Restricted Shares | Item | Pre-Change Quantity (Shares) | Ratio | Change (+, -) (Shares) | Post-Change Quantity (Shares) | Ratio | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 30,941,154 | 1.05% | -5,562,842 | 25,378,312 | 0.86% | | II. Unrestricted Shares | 2,910,515,046 | 98.95% | 5,562,842 | 2,916,077,888 | 99.14% | | III. Total Shares | 2,941,456,200 | 100.00% | 0 | 2,941,456,200 | 100.00% | Number of Shareholders and Shareholdings The company had 117,668 ordinary shareholders at the period-end, with Chenming Holdings Limited as the largest shareholder holding 15.50% - At the end of the reporting period, the total number of ordinary shareholders was 117,668 (99,783 A-shareholders, 17,568 B-shareholders, and 317 H-shareholders)148 - The foreign legal entity shareholder Chenming Holdings (Hong Kong) Limited is a wholly-owned subsidiary of the state-owned legal entity shareholder Chenming Holdings Limited149 Shareholdings of Shareholders with >5% or Top 10 Shareholders | Shareholder Name | Shareholder Type | Shareholding Ratio | Shares Held at Period-End | Pledged, Marked, or Frozen Status (Status/Quantity) | | :--- | :--- | :--- | :--- | :--- | | Chenming Holdings Limited | State-owned legal entity | 15.50% | 455,781,319 | Pledged: 386,811,546; Frozen: 409,956,441 | | HKSCC NOMINEES LIMITED | Foreign legal entity | 12.69% | 373,409,775 | N/A: 0 | | Chenming Holdings (Hong Kong) Limited | Foreign legal entity | 12.38% | 364,131,563 | N/A: 0 | | Jin Xing | Domestic individual | 1.27% | 37,385,427 | N/A: 0 | | Chen Hongguo | Domestic individual | 0.65% | 19,080,044 | Frozen: 19,080,044 | Changes in Shareholdings of Directors, Supervisors, and Senior Management There were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period - There were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period; for details, please refer to the 2024 annual report152 Changes in Controlling Shareholder or De Facto Controller There were no changes to the company's controlling shareholder or de facto controller during the reporting period - The company's controlling shareholder did not change during the reporting period153 - The company's de facto controller did not change during the reporting period153 Interests of Directors, Supervisors, and Chief Executive in Securities under HKEX Listing Rules As of June 30, 2025, several directors and supervisors held A-shares in the company, with no other declarable interests or short positions A-Shares Held by Directors, Supervisors, and Chief Executive | Name | Position | Shares Held at Period-End (A-shares) | % of Total Share Capital | | :--- | :--- | :--- | :--- | | Hu Changqing | Chairman | 792,857 | 0.03% | | Li Xingchun | Executive Director & Vice Chairman | 2,000,000 | 0.07% | | Li Weixian | Executive Director & General Manager | 362,100 | 0.01% | | Li Feng | Executive Director & Deputy General Manager | 1,356,027 | 0.05% | | Li Kang | Chairman of the Supervisory Committee | 149,300 | 0.01% | - Other than as disclosed above, as of June 30, 2025, none of the directors, supervisors, or chief executive had any interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations that were required to be recorded in the register kept under Section 352 of the SFO156 Interests and Short Positions of Substantial Shareholders in Shares and Underlying Shares under HKEX Listing Rules As of June 30, 2025, Chenming Holdings and its Hong Kong subsidiary were the principal shareholders with declarable interests under the SFO Interests and Short Positions of Substantial Shareholders | Name | Number of Shares Held | Approx. % of Shareholding (Total/Class) | | :--- | :--- | :--- | | Chenming Holdings Limited | 455,781,319 A-shares (L) | 15.50 / 26.70 | | Chenming Holdings (Hong Kong) Limited | 210,717,563 B-shares (L) | 7.16 / 29.83 | | Chenming Holdings (Hong Kong) Limited | 153,414,000 H-shares (L) | 5.22 / 29.04 | - Other than as disclosed above, as of June 30, 2025, no other person had an interest or short position in the shares and underlying shares of the company recorded in the register required to be kept under Section 336 of the SFO157 Bond-related Matters Bond-related Matters The company had no bond-related matters to report for the period - The company had no bond-related matters to report for the period159 Financial Report Audit Report The company's semi-annual financial report has not been audited - The company's semi-annual financial report has not been audited161 Financial Statements This section presents the consolidated and parent company financial statements for the semi-annual period ending June 30, 2025 - This section includes the Consolidated Balance Sheet, Parent Company Balance Sheet, Consolidated Income Statement, Parent Company Income Statement, Consolidated Cash Flow Statement, Parent Company Cash Flow Statement, Consolidated Statement of Changes in Equity, and Parent Company Statement of Changes in Equity162165169171173175178184 Company's Basic Information Shandong Chenming Paper is a joint-stock company established in 1993, with shares listed on multiple exchanges and a diverse business portfolio - Shandong Chenming Paper Holdings Limited was established as a joint-stock company in 1993 through the restructuring of the former Shouguang County General Paper Mill190 - As of June 30, 2025, the company's total share capital was 2,934.56 million shares191 - The company's main businesses include the production and sale of machine-made paper, power and heat generation, forestry, hotel services, and financial leasing191 Basis of Preparation of Financial Statements The financial statements are prepared in accordance with China's Accounting Standards for Business Enterprises and on a going concern basis - These financial statements are prepared in accordance with the Accounting Standards for Business Enterprises and related guidelines issued by the Ministry of Finance193 - The financial statements are presented on a going concern basis193 - The company has no events or conditions that cast significant doubt on its ability to continue as a going concern for the next 12 months from the reporting date194 Significant Accounting Policies and Estimates This section details the company's accounting policies for key areas such as financial instruments, revenue recognition, and asset valuation - The financial statements comply with the requirements of the Accounting Standards for Business Enterprises, providing a true and complete view of the company's financial position and performance197 - Financial assets are classified into three categories at initial recognition: amortized cost, fair value through other comprehensive income, and fair value through profit or loss213 - The company accounts for impairment and recognizes loss provisions for financial instruments such as notes receivable, accounts receivable, and other receivables based on an expected credit loss model218 - Revenue is recognized when control of goods or services is transferred to the customer, primarily from the sale of goods, provision of hotel and property services, and financial leasing services262263 Taxes The company is subject to various taxes, including VAT and corporate income tax, with several subsidiaries enjoying preferential tax rates Main Taxes and Tax Rates | Tax Type | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Taxable value-added amount | 13%/9%/6% | | Property Tax | Based on rent or value | 1.2%/12% | | Urban Maintenance and Construction Tax | Actual turnover tax paid | 7% | | Corporate Income Tax | Taxable income | 25% | - The company and several of its subsidiaries, including Shouguang Meilun and Zhanjiang Chenming, are qualified as high-tech enterprises and enjoy a preferential corporate income tax rate of 15%294295 - The company's forestry subsidiaries are exempt from corporate income tax in accordance with relevant tax laws295 Notes to Consolidated Financial Statements This section provides detailed breakdowns and explanations for items in the consolidated financial statements, including assets, liabilities, and income statement components - The closing balance of cash and cash equivalents was 953.66 million yuan, down from 5.91 billion yuan at the beginning of the period, with a significant portion restricted as deposits or frozen due to litigation298299 - The closing balance of accounts receivable was 930.73 million yuan, down from 1.38 billion yuan, with a bad debt provision of 69.71 million yuan recognized during the period308317 - Operating revenue for the period was 2.11 billion yuan, a sharp decrease from 13.88 billion yuan in the prior year period488 - Net profit attributable to parent company shareholders was -3.86 billion yuan, a significant turnaround from a profit of 28.65 million yuan in the prior year period170 R&D Expenses R&D expenditure for the period was 36.57 million yuan, a 94.02% decrease year-on-year, with all expenses being charged to profit or loss Breakdown of R&D Expenses | Item | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | | :--- | :--- | :--- | | Depreciation | 14,930,274.98 | 36,311,580.22 | | Salaries and Surcharges | 10,026,470.26 | 63,586,172.66 | | Material Consumption | 6,530,356.81 | 414,455,113.32 | | Insurance | 2,282,295.78 | 13,601,674.17 | | Water, Steam, and Electricity | 1,770,284.72 | 76,607,858.27 | | Welfare | 469,909.54 | 3,372,176.58 | | Housing Provident Fund | 350,817.26 | 2,265,763.36 | | Other Expenses | 206,776.34 | 1,713,757.83 | | Total | 36,567,185.69 | 611,914,096.41 | | Of which: Expensed R&D | 36,567,185.69 | 611,914,096.41 | Changes in the Scope of Consolidation The scope of consolidation changed with the disposal of one subsidiary and the establishment and acquisition of two new entities Disposal of Subsidiaries | Subsidiary Name | Disposal Price at Loss of Control (Yuan) | Disposal Ratio at Loss of Control | Disposal Method | Date of Loss of Control | | :--- | :--- | :--- | :--- | :--- | | Shouguang Weiyuan Logistics Co, Ltd | 650,000.00 | 100.00% | Transfer | 2025-4-30 | - During the year, one new subsidiary, Chenming International Trade Co, Ltd, was established, and one subsidiary, Weifang Chenchuang Equity Investment Fund Partnership (LP), was acquired555 Interests in Other Entities The company has interests in 77 subsidiaries, including two significant non-wholly-owned subsidiaries that both incurred losses, as well as several joint ventures and associates - In 2025, the company's consolidated scope included a total of 77 subsidiaries192 - The company holds a 4.46% stake in Guangdong Nanyue Bank Co, Ltd, but as the second-largest shareholder with one board seat, it can exert significant influence568 Significant Non-wholly-owned Subsidiaries | Subsidiary Name | Minority Interest Ratio | Profit/Loss Attributable to Minority Interests (Yuan) | Minority Interest Balance at Period-End (Yuan) | | :--- | :--- | :--- | :--- | | Shouguang Meilun Paper Co, Ltd | 13.22% | -142,204,918.84 | 560,742,910.47 | | Zhanjiang Chenming Pulp & Paper Co, Ltd | 19.72% | -166,516,344.51 | 1,237,916,095.04 | Government Grants The company recognized 52.56 million yuan in government grants in the current period, primarily related to environmental protection and infrastructure projects Liability Items Related to Government Grants | Liability Item | Opening Balance (Yuan) | Amount Recognized in Other Income (Yuan) | Closing Balance (Yuan) | Asset/Income Related | | :--- | :--- | :--- | :--- | :--- | | Environmental Protection Fund Grants | 478,415,952.52 | 25,464,041.36 | 452,951,911.16 | Asset-related | | Huanggang Pulp-Paper Integration Project | 420,942,087.45 | 12,513,108.90 | 408,428,978.55 | Asset-related | | Infrastructure and Environmental Projects | 185,285,787.80 | 5,758,794.74 | 179,526,993.06 | Asset-related | | Technical Upgrade Project Grants | 89,417,910.72 | 4,666,552.48 | 84,751,358.24 | Asset-related | | Zhanjiang Pulp-Paper Integration Project | 38,522,698.43 | 2,047,316.46 | 36,475,381.97 | Asset-related | | National Science and Technology Support Program | 629,025.00 | 82,350.00 | 546,675.00 | Asset-related | | Other | 27,726,023.60 | 843,605.04 | 26,882,418.56 | Asset-related | | Total | 1,240,939,485.52 | 51,375,768.98 | 1,189,563,716.54 | | Government Grants Recognized in Current Profit or Loss | Item | Account | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | | :--- | :--- | :--- | :--- | | Environmental Protection Fund Grants | Other Income | 25,474,041.36 | 25,239,041.36 | | Huanggang Pulp-Paper Integration Project | Other Income | 12,513,108.90 | 12,513,108.90 | | Infrastructure and Environmental Projects | Other Income | 5,758,794.74 | 5,758,794.72 | | Technical Upgrade Project Grants | Other Income | 4,700,763.02 | 11,626,552.48 | | Zhanjiang Pulp-Paper Integration Project | Other Income | 2,113,105.92 | 2,047,316.46 | | Enterprise Reform and Development Grants | Other Income | 218,000.00 | | | Government Rewards | Other Income | 130,000.00 | 1,910,920.00 | | National Science and Technology Support Program | Other Income | 82,350.00 | 82,350.00 | | Tax Rebates | Other Income | 20,000.00 | 30,124.00 | | Employment Stability Subsidies | Other Income | 2,000.00 | 1,227,050.37 | | Afforestation Subsidies | Other Income | 39,730.53 | 491,960.00 | | Social Security Subsidies | Other Income | | 46,500.00 | | Other | Other Income | 1,504,445.92 | 3,327,666.75 | | Total | | 52,556,340.39 | 64,301,385.04 | Risks Related to Financial Instruments The company manages its exposure to credit, liquidity, and market risks through diversified investment, credit assessment, and cash flow monitoring - The company's main financial risks are credit risk, liquidity risk, and market risk (including currency, interest rate, and commodity price risks)579 - The company manages credit risk by portfolio classification, with primary exposure arising from bank deposits, notes receivable, accounts receivable, and other receivables581 - As of June 30, 2025, the company's financial assets due within one year were 12.19 billion yuan, while its financial liabilities due within one year were 38.62 billion yuan, indicating a liquidity gap583 - Although major operations are settled in RMB, the company is exposed to foreign exchange risk from its foreign currency-denominated assets, liabilities, and future transactions (mainly in USD, EUR, HKD, and JPY)588 Disclosure of Fair Value The company's assets measured at fair value include financial assets and biological assets, utilizing both Level 1 and Level 3 inputs for valuation Fair Value of Assets and Liabilities at Period-End | Item | Level 1 Fair Value (Yuan) | Level 3 Fair Value (Yuan) | Total (Yuan) | | :--- | :--- | :--- | :--- | | (I) Trading Financial Assets | 36,692,409.73 | | 36,692,409.73 | | (II) Receivables Financing | | 92,166,113.62 | 92,166,113.62 | | (III) Other Non-current Financial Assets | | 344,266,989.06 | 344,266,989.06 | | (IV) Biological Assets | | 1,098,778,602.31 | 1,098,778,602.31 | | Total Assets at Fair Value | 36,692,409.73 | 1,535,211,704.99 | 1,571,904,114.72 | - For trading financial assets in active markets, the company determines their fair value based on quoted market prices600 Valuation Techniques and Key Parameters for Level 3 Fair Value | Item | Valuation Technique | Unobservable Inputs | Range (Weighted Average) | | :--- | :--- | :--- | :--- | | Forest Assets | Market Price Back-Calculation | Price per ton of Eucalyptus | 500 Yuan | | | | Price per ton of Loblolly Pine | 520 Yuan | | | | Price per ton of Cunninghamia | 500 Yuan | Related Parties and Transactions The company's ultimate controlling party is the Shouguang State-owned Assets Supervision and Administration Bureau, and it engages in various transactions with its related parties - The ultimate controlling party of the enterprise is the Shouguang State-owned Assets Supervision and Administration Bureau605 - Related parties with transactions or outstanding balances during the period include joint ventures and associates such as Weifang Port Wood Chip Terminal Co, Ltd and Guangdong Nanyue Bank Co, Ltd607 - The company engages in transactions with related parties, including the purchase and sale of goods, provision of services, leasing, guarantees, and debt financing610612614624625 Commitments and Contingencies The company has capital commitments of 294.24 million yuan for long-term asset construction and faces contingent liabilities from pending litigation totaling 3.10 billion yuan Capital Commitments | Contracted but not yet recognized capital commitments | Balance at Period-End (Yuan) | | :--- | :--- | | Commitments for construction of long-term assets | 294,241,260.20 | Contingent Liabilities from Pending Litigation and Arbitration | Plaintiff | Defendant | Cause of Action | Amount at Stake (Yuan) | Case Status | | :--- | :--- | :--- | :--- | :--- | | Guangdong Nanyue Bank | Zhanjiang Chenming, Shandong Chenming Paper | Failure to repay loan | 452,700,000.00 | First-instance judgment rendered, on second-instance appeal | | Guodu Venture Capital | Shandong Chenming Paper | Non-payment of equity transfer consideration | 63,706,000.00 | Awaiting first-instance judgment | | Beijing Chuanfa Investment | Shandong Chenming Paper, Zhanjiang Chenming | Refusal to pay for share repurchase | 405,134,700.00 | In first-instance trial | | Bank of Communications | Zhanjiang Chenming, Shandong Chenming Paper | Failure to repay loan | 394,529,036.28 | In first-instance trial | | China Minsheng Bank | Shandong Chenming Paper Sales, Shandong Chenming Paper | Non-payment of letter of credit advances | 200,005,000.00 | First-instance judgment rendered, on second-instance appeal | | Guangdong Nanyue Bank | Chongmin Culture, Shanxi
晨鸣纸业(000488) - 2025 Q2 - 季度财报