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晨鸣B:2022年年度报告(英文版)

深圳证券交易所 2023-03-31 查看全文

ST晨鸣B --%

SHANDONG CHENMING PAPER HOLDINGS LIMITED

Annual Report 2022

March 2023I Important Notice Table of Contents and Definitions

The board of directors (the “Board”) the supervisory committee (the “Supervisory Committee”) and the directors (the

“Directors”) supervisors (the “Supervisors”) and senior management (the “Senior Management”) of the Company hereby

warrant the truthfulness accuracy and completeness of the contents of the annual report guarantee that there are no false

representations misleading 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 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

competition 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 Company does not propose distribution of cash dividends or bonus shares and there will be no increase of share capital

from reserves.

2022 ANNUAL REPORT 1I Important Notice Table of Contents and Definitions

Table of Contents

I Important Notice Table of Contents and Definitio... 1

II Company Profile and Key Financial Indicators ..... 6

III Chairman’s Report .............................. 11

IV Management Discussion and Analysis .............. 13

V Directors’ Report ................................ 45

VI Corporate Governance ............................ 56

VII Environment and Social Responsibility ......... 100

VIII Material Matters ............................. 109

IX Changes in Share Capital and Shareholders ...... 139

X Preference Shares ............................... 149

XI Bonds .......................................... 150

XII Financial Report .............................. 159

2I Important Notice Table of Contents and Definitions

Documents Available for Inspection

I. The financial statements signed and sealed by the legal representative financial representative and head of the financial

department of the Company.II. The original copy of the auditor’s report which is sealed by the accounting firm and signed and sealed by the certified public

accountants.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 during the reporting period.IV. The annual report disclosed on the website of The Stock Exchange of Hong Kong Limited.V. Other related information.

2022 ANNUAL REPORT 3I Important Notice Table of Contents and Definitions

Definitions

Item Definition

Company Group Chenming Group Chenming means Shandong Chenming Paper Holdings Limited and its subsidiaries

Paper or Chenming Paper Company

Parent Company or Shouguang Headquarters means Shandong Chenming Paper Holdings Limited

Chenming Holdings means Chenming Holdings Company Limited

Shenzhen Stock Exchange means Shenzhen Stock Exchange

Stock Exchange means The Stock Exchange of Hong Kong Limited

CSRC means China Securities Regulatory Commission

Shandong CSRC means Shandong branch of China Securities Regulatory Commission

Zhanjiang Chenming means Zhanjiang Chenming Pulp & Paper Co. Ltd.Jiangxi Chenming means Jiangxi Chenming Paper Co. Ltd.Wuhan Chenming means Wuhan Chenming Hanyang Paper Holdings Co. Ltd.Shanghai Chenming means Shanghai Chenming Industry Co. Ltd.Huanggang Chenming means Huanggang Chenming Pulp & Paper Co. Ltd.Chenming (HK) means Chenming (HK) Limited

Jilin Chenming means Jilin Chenming Paper Co. Ltd.Shouguang Meilun means Shouguang Meilun Paper Co. Ltd.Shouguang Art Paper means Shouguang Chenming Art Paper Co. Ltd.Finance Company means Shandong Chenming Group Finance Co. Ltd.Chenming Investment means Shandong Chenming Investment Limited

Chenming Leasing means Shandong Chenming Financial Leasing Co. Ltd. and its

subsidiaries

Chenming GDR Fund means Weifang Chenming Growth Driver Replacement Equity Investment

Fund Partnership (Limited Partnership)

Chenrong Fund means Weifang Chenrong Growth Driver Replacement Equity Investment

Fund Partnership (Limited Partnership)

4I Important Notice Table of Contents and Definitions

Item Definition

Chenchuang Fund means Weifang Chenchuang Equity Investment Fund Partnership (Limited

Partnership)

Dongxing Investment means Dongxing Securities Investment Co. Ltd.Chongqing Trust means Chongqing International Trust Co. Ltd.Chenming Asset Management means Chenming (Qingdao) Asset Management Co. Ltd.Corporate Bonds means 18 Chenming Bond 01

Perpetual Bonds means 17 Lu Chenming MTN001

the reporting period or the year means The period from 1 January 2022 to 31 December 2022

the beginning of the year or the period means 1 January 2022

the end of the year or the period means 31 December 2022

the prior year means The period from 1 January 2021 to 31 December 2021

2022 ANNUAL REPORT 5II Company Profile and Key Financial Indicators

I. Company profile

Stock abbreviation 晨鳴紙業 Stock code 000488

晨鳴 B 200488

Stock exchanges on which the shares are listed Shenzhen Stock Exchange

Stock abbreviation Chenming Paper Stock code 01812

Stock exchanges on which the shares are listed The Stock Exchange of Hong Kong Limited

Name in Chinese of the Company 山東晨鳴紙業集團股份有限公司

Short name in Chinese of the Company 晨鳴紙業

Name in English of the Company (if any) SHANDONG CHENMING PAPER HOLDINGS LIMITED

Short name in English of the Company (if any) SCPH

Legal representative of the Company Chen Hongguo

Registered address No. 595 Shengcheng Road Shouguang City Shandong Province

Postal code of registered address 262700

Changes of the registered address of the Company Nil

Office address No.2199 Nongsheng East Road Shouguang City Shandong Province

Postal code of office address 262705

Website of the Company http://www.chenmingpaper.com

Email address chenmmingpaper@163.com

II. Contact persons and contact methods

Secretary to the Board Hong Kong Company Secretary

Name Yuan Xikun Chu Hon Leung

Correspondence Address No. 2199 Nongsheng East Road 22nd Floor World Wide House Central

Shouguang City Shandong Province Hong Kong

Telephone 0536-2158008 00852-21629600

Facsimile 0536-2158977 00852-25010028

Email address chenmmingpaper@163.com liamchu@li-partners.com

III. Information disclosure and places for inspection

Websites of the stock exchanges where the Company Domestic: http://www.szse.cn; overseas: http://www.hkex.com.hk

discloses its annual report

Names and websites of the media where the Company China Securities Journal Shanghai Securities News Securities

discloses its annual report Times Securities Daily Hong Kong Commercial Daily and

CNINFO (http://www.cinifo.com.cn)

Places for inspection of the Company’s annual report Securities investment department of the Company

IV. Change in registration

Organisation registration code 913700006135889860

Change of principal activities since its listing (if any) No

Change of the controlling shareholder (if any) No

6II Company Profile and Key Financial Indicators

V. Other relevant information

CPAs engaged by the Company

Name of CPAs Grant Thornton (Special General Partnership

CPAs’ Office Address Floor 11 Building No. 4 HuaChuang GuanLi Center 219 Shunhai

Road Lixia District Jinan

Name of the Signing Certified Public Accountants Liu Jian and Jiang Le

Sponsors engaged by the Company to continuously perform its supervisory function during the reporting period

□ Applicable √ Not applicable

Financial advisors engaged by the Company to continuously perform its supervisory function during the reporting period

□ Applicable √ Not applicable

VI. Major accounting data and financial indicators

Retrospective adjustment to or restatement of the accounting data for prior years by the Company

□ Yes √ No

Increase/decrease

for the year as

compared to the

2022 2021 prior year 2020

Revenue (RMB) 32004367320.91 33019812294.14 -3.08% 30736517996.90

Net profit attributable to shareholders 189290120.82 2065513108.71 -90.84% 1712029078.52

of the Company (RMB)

Net profit after extraordinary gains or losses -361459377.16 1743876537.12 -120.73% 1119103808.75

attributable to shareholders of the Company (RMB)

Net cash flows from operating activities (RMB) 3449824242.37 8581888192.64 -59.80% 11259802676.28

Basic earnings per share (RMB per share) 0.03 0.56 -94.64% 0.36

Diluted earnings per share (RMB per share) 0.03 0.56 -94.64% 0.36

Rate of return on weighted average net assets 0.55% 9.56% Decreased by 9.01 5.84%

percentage points

Increase/decrease

as at the end of

the year compared

to the end of the

As at the end of 2022 As at the end of 2021 prior year As at the end of 2020

Total assets (RMB) 84301017409.62 82869661681.08 1.73% 91575457828.62

Net assets attributable to shareholders of the

Company (RMB) 19084565494.92 19117985306.48 -0.17% 24276968789.00

2022 ANNUAL REPORT 7II Company Profile and Key Financial Indicators

Data specification: The net profit attributable to shareholders of the Company does not exclude the effect of the interest

payment deferred and accumulated to subsequent periods for Perpetual Bonds. When calculating financial indicators

such as earnings per share and rate of return on weighted average net assets the interest on Perpetual Bonds of

RMB89700000.00 during the reporting period is deducted.The lower of the Company’s net profit before or after extraordinary gains or losses in the last three accounting years is

negative and the audit report for the last year shows that the Company’s ability to continue as a going concern is uncertain

□ Yes √ No

The lower of net profit before or after extraordinary gains or losses is negative

√ Yes □ No

Item 2022 2021 Remark

Revenue (RMB) 32004367320.91 33019812294.14 Revenue from sales of

Deduction to revenue (RMB) 1030770460.26 2203901882.20 materials of

Revenue after deduction (RMB) 30973596860.65 30815910411.94 RMB903160256.93

and other revenue of

RMB127610203.33.VII. Differences in accounting data under domestic and overseas accounting standards

1. 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 applicable

There was no difference between the net profit and net assets disclosed in accordance with 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 √ Not applicable

There 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 Quarter

Unit: RMB

Q1 Q2 Q3 Q4

Revenue 8514983059.74 8161445306.09 8679605529.93 6648333425.15

Net profit attributable to shareholders of

the Company 113917827.90 116223635.86 10434396.87 -51285739.81

Net profit after extraordinary gains or losses

attributable to shareholders of the Company 99637959.12 73769968.01 -18272552.33 -516594751.96

Net cash flows from operating activities 222704964.47 775559244.98 150935364.72 2300624668.20

8II Company Profile and Key Financial Indicators

Whether 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 √ No

IX. Five-year financial summary under paragraph 19 of appendix 16 of the Hong Kong Listing

Rules

Unit: RMB’0000

For the year ended 31 December

20222021202020192018

Revenue 3200437 3301981 3073652 3039543 2887576

Profit before tax 18227 230618 217227 204848 320632

Tax -13509 21650 26606 29518 64158

Profit for the current period attributable to shareholders of the Company 18929 206551 171203 165657 250983

Minority interests 12807 2417 19418 9673 5491

Basic earnings per share (RMB/share) 0.03 0.56 0.36 0.33 0.51

Rate of return on weighted average net assets (%) 0.55% 9.56% 5.84% 5.57% 8.51%

Unit: RMB’0000

For the year ended 31 December

20222021202020192018

Total assets 8430102 8286966 9157546 9795891 10531873

Total liabilities 6057276 6029463 6577519 7161914 7944704

Minority interests 464369 345705 152329 117003 82296

Equity attributable to shareholders of the Company 1908457 1911799 2427697 2516974 2504873

Net current assets (liabilities) -1917930 -1766446 -1516398 -774633 -1344718

Total assets less current liabilities 3240227 3233471 4052922 4526014 4390405

2022 ANNUAL REPORT 9II Company Profile and Key Financial Indicators

X. Items and amounts of extraordinary gains or losses

√ Applicable □ Not applicable

Unit: RMB

Item Amount for 2022 Amount for 2021 Amount for 2020 Description

Profit or loss from disposal of non-current assets

(including write-off of provision for assets impairment) 161509859.17 162163302.50 -51477216.37

Government grants (except for the government grants

closely related to the normal operation of the Company

and granted constantly at a fixed 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 period 314934315.62 261974874.53 943720129.34

Except for effective hedging business conducted in the

ordinary course of business of the Company gain or

loss arising from the change in fair value of financial

assets held for trading and financial liabilities held for

trading as well as investment gains from disposal of

financial assets held for trading financial liabilities held

for trading and financial assets available for sale -35178162.53 -54802461.29 21166216.02

Profit or loss from debt restructuring 967464.91 24593731.72 -14942498.74

Reversal of provision for impairment of receivables

individually tested for impairment 275585463.86

Profit or loss from changes in the fair value of consumable

biological assets subsequently measured at fair value 9924233.72 -41899.05 -13329852.55

Other non-operating income and expenses other than the

above items -37391130.09 -15461704.28 8582997.62

Loss on abnormal work stoppage -24567901.71

Less: Effect of income tax 137333913.66 60135956.19 120949832.54

Effect of minority interests (after tax) 2268633.02 -3346683.65 155276771.30

Total 550749497.98 321636571.59 592925269.77

Details of other gain or loss items that fall within the definition of extraordinary gain or loss:

□ Applicable √ Not applicable

The Company did not have details of other gain or loss items that fall within the definition of extraordinary gain or loss.Explanation on the extraordinary gain or loss items as illustrated in the Explanatory Announcement on Information

Disclosure for Companies Offering Their Securities to the Public No.1 – Extraordinary Gains or Losses defined as its

recurring gain or loss items

□ Applicable √ Not applicable

No extraordinary gain or loss items as illustrated in the Explanatory Announcement on Information Disclosure for Companies

Offering Their Securities to the Public No. 1 – Extraordinary Gains or Losses were defined by the Company as its recurring

gain or loss items.

10III Chairman’s Report

Dear shareholders

I am pleased to present the report of the Company for the financial year ended 31 December 2022 to all shareholders and on

behalf of the board of directors I would like to express my sincere gratitude to all shareholders for their care and support for the

Company.In 2022 the Company overcame the disturbance of external factors such as rising raw material prices and multiple outbreaks of

the economic environment sustained steady operation continued to maintain profitability and demonstrated strong resilience in

development.Seeking development in the “new normal”

The Company used flexible and versatile strategies to reduce costs and increase efficiency against an extremely harsh economic

environment seeking maximum operational benefits. On the one hand we kept up with market changes to timely adjust product

strategies and purchasing strategies and further strengthened our inventory capital and financial risk management to ensure

safety and stability of the capital chain. We also introduced strategic investors to increase our capital strength. On the otherhand we seized the opportunities arising from a sharp decline in the overseas paper product supply accelerated our “overseasexpansion” strategy and extended our global footprint. During the reporting period both sales volume and prices of the products

of the Company rose overseas with a significant increase of the sales. Meanwhile the Company comprehensively improved its

product and service quality to seek improvement in products’ added value and develop stable customer relationships. During

the reporting period the Company maintained the sales volume of its major machine-made paper products at a high level and

the product prices also rose year on year. The Company still made profit amid pressure despite a significantly narrowing

profit squeeze of the Company due to weak market demand and higher production costs. In 2022 the Company realised net

profit of RMB317 million.Gaining strength for sustainable development

Chinese papermaking companies have long been dependent on imported pulp and the full implementation of the “waste ban”

has further boosted the demand for alternative raw materials. In order to avoid dependence on external pulp and adapt to the

need for upgrading the papermaking raw material structure the Company develops a comparative advantage in production

costs by continuously deepening the layout of a “pulp and paper integration” strategy. At present the Company are equipped

with wood pulp production lines at its major production bases with total wood pulp production capacity of 4.30 million tonnes

basically realising broadleaf wood pulp self-sufficiency. The Company is also planning to build its softwood wood pulp production

capacity to further improve its raw material self-sufficiency structure and refine its upstream supply chain.The Company has pulp and papermaking capacity of more than 11 million tonnes with economies of scale. We will strive to

achieve optimal production capacity by making overall arrangements and planning scientifically. The Company has seven series

of products such as culture paper white cardboard and coated paper which are oriented to different fields of production and life

and will further shift to green lightweight and high-end development in the future. The Company has built production capacity of

approximately 2 million tonnes of high bulk cardboard coated cardboard and food package board in among others ZhanjiangShouguang and Jiangxi and constantly improved products’ added value to seize market opportunities brought about by the “plasticban”.The sustainable competitiveness of an enterprise depends on the intensity of its knowledge and technology elements. Therefore

the Company attaches great importance to the independent innovation cultivation makes full use of the R&D advantages of the

national enterprise technology centre and post-doctoral working station and constantly enhances its R&D strength. As at the

end of the reporting period the Company had obtained more than 380 national patents and had taken the lead among domestic

peers in passing ISO9001 quality system certification ISO14001 environmental protection system certification and FSC-COC

international forest system certification in China. In addition the Company’s major production lines had reached the international

advanced level.

2022 ANNUAL REPORT 11III Chairman’s Report

Striving for innovation amid change and progress amid stability

Although uncertainties persist in the short run the economic environment stabilised with orderly work and production

resumption and an expected gradual recovery of market demand. In the long run there will be still a huge paper demand to

be satisfied in China with reference to China’s GDP per capita heading for the level of a medium-level developed country by

2035 and the historical experience of developed countries. In addition the industry landscape has been continuously

optimised with the advantages of the top companies further strengthened due to environmental protection the market factor

and others.In an unprecedented complex situation only by adapting to trends and responding flexibly can the initiative be seized. In the

future we will strive for innovation amid change and progress amid stability in the following four aspects:

We will firmly promote the “pulp-paper integration” strategy. We will ensure the “quality and quantity” of the self-sufficient pulp

supply which will be supplemented by a flexible procurement strategy to constantly consolidate our cost advantage of

raw materials.We will promote mutual facilitation between production and sales. We will capitalise on market demand to produce products

which can best meet customer demand and help market development based on product quality. We will take advantage of our

intensive sales network capitalise on the changes of customer demand and promote the optimisation of the product structure

and product quality.We will strengthen our financial management. We will strengthen the management of the working capital and cash flows and

strike a balance between the financing size and financing costs.We will adhere to green development. We will strengthen pollution prevention and control and improve resource utilisation

efficiency.On behalf of the board of directors I would like to take this opportunity to express my heartfelt gratitude to all colleagues

partners clients and investors for their understanding supporting and acknowledgement of our enterprise in the previous year.Chen Hongguo

Chairman

30 March 2023

12

SHANDONG CHENMING PAPER HOLDINGS LIMITEDIV Management Discussion and Analysis

I. Industry Situation of the Company during the Reporting Period

The industry in which the Company operates is paper making and paper product industry.The paper making industry is one of the basic industries of the national economy that has the typical characteristics of

large-scale industrial production such as continuous and efficient operation and significant scale benefits which is closely

related to social and economic development and people’s lives. Since the reform and opening up with the sustained and

rapid development of the national economy China’s paper making industry has gradually begun to transform from extensive

growth to intensive growth. At the same time driven by the upgrade of social demand the increase of environmental

protection policies the continuous progress of technology and the change of resource supply the reduction of low-end

production capacity has been accelerated and the structure of the paper making industry has been continuously optimised.However the close connection between the paper making industry and the macroeconomy also renders the industry more

sensitive to changes in the macroeconomy.During the reporting period the global economic environment became widespread. Affected by the international situation

and economic environment resurgence energy and logistics costs remained high with higher inflation risks. Consumption

and the supply chain operation were frustrated to a significant extent with greater pressure downward pressure on the

economy. For the papermaking industry on the one hand production costs rose significantly due to soaring

upstream pulp energy and transportation prices. On the other hand the rise of paper product prices failed to keep

pace with production costs due to factors such as sluggish downstream consumption and weak demand. A

significantly narrowing profit squeeze in the industry intensified pressure on operation.In terms of output revenue and profitability according to data from the Ministry of Industry and Information Technology in

2022 the national output of machine-made paper and paperboard was 136.914 million tonnes down 1.3% year on year.

Revenue of papermaking and paper product enterprises above designated size was RMB1522.89 billion up 0.4% year on

year. Total profit was RMB62.11 billion down 29.8% year on year. The output and revenue size in the industry remained

stable but the profit level dropped significantly.Although the short-term performance of the industry is relatively low the industry is expected to realise profit recovery with

the gradual stabilisation of the economic environment and the gradual recovery of market demand. In the long run

China’s paper products market still has large scope for development according to the national “dual circulation”

strategy and “China’s GDP per capita heading for the level of a medium-level developed country by 2035”.

2022 ANNUAL REPORT 13IV Management Discussion and Analysis

II. Principal activities of the Company during the Reporting Period

The Company is a large modern conglomerate principally engaged in pulp production and paper making and the

machine-made paper business is the major source of revenue and profit of the Company. At present the Company has

production bases in Shandong Guangdong Jiangxi Hubei Jilin and other places with annual pulp and paper production

capacity of more than 11 million tonnes. It is the first domestic paper making enterprise that achieves a balance betweenpulp production and paper making capacity. During the reporting period continuously taking “revitalising the Chinesepapermaking industry” as its mission the Company had been committed itself to implementing a pulp and paper integration

strategy. It deepened the development of pulp production and papermaking its major operation and realised revenue

of RMB32004 million and net profit of RMB317 million. There was no significant change in the principal activities of the

Company.

1. Products

The Company attaches great importance to technology research and development and brand benefits. Adopting

the market-oriented approach the Company adheres to technological innovation continuously improves the level

of technological research and development and product service quality develops green and low-carbon products

with high technological content and high added value and comprehensively enhances the core competitiveness of

products. At present the Company has the largest and most advanced pulping and papermaking production lines in

the world with machine-made paper products covering more than 200 types in seven series including culture paper

coated paper white cardboard copy paper industrial paper special paper and household paper. The Company

owns “BIYUNTIAN” “GOLDEN MINGYANG” “CHENMING CLOUDY MIRROR” “CHENMING CLOUDLY LION”

“CHENMING SNOW SHARK” “CHENMING EAGLE” “CHENMING GONGHAO” “XINGZHILIAN” and other famous

brands with each major product ranking among the highest in terms of market share in China. It is the enterprise with

the largest variety of products and the most complete products in the domestic paper making industry.During the reporting period the Company was shortlisted for the list of “Top 500 Most Valuable Brands in China in

2022” and won the title of “2022 Shandong Province Science and Technology Leading Enterprise”. Its main productssuch as culture paper coated paper and household paper were selected into the first batch of “Shandong’s GoodProduct” brand list and its poplar coated white cardboard Xingzhilian tissue paper and Xingzhilian toilet paper had

won the national “Green Design Products” award fully demonstrating the Company’s excellent achievement in brand

building and strong brand value.

14IV Management Discussion and Analysis

II. Principal activities of the Company during the Reporting Period (Continued)

1. Products (Continued)

Category Major brands and types Major production companies Range of application

Culture paper series 1. “BIYUNTIAN” “CLOUDY MIRROR” “CLOUDY Shouguang Headquarters Printing publications textbooks magazines covers illustrationsLEOPARD” and “YUNJIN” all-wood pulp offset paper Zhanjiang Chenming notebooks test papers teaching materials reference books etc.and electrostatic base paper Jilin Chenming

2. “CLOUDY LION” and “CLOUDY CRANE” original white

offset paper

3. “CLOUDY PINE” and “GREEN PINE” light weight paper

4. Blueprint paper colour offset paper pure texture paper

non-fluorescent offset paper PE offset paper

5. Beige and high white book paper

6. Light weight coated paper

Coated paper series 1. “SNOW SHARK” and “EAGLE” one-sided coated paper Shouguang Headquarters Double-sided coated paper is suitable for high quality printing such

2. “SNOW SHARK” “EAGLE” and “RABBIT” double-sided Shouguang Meilun as high-grade picture albums picture magazines and so on

coated paper promotional materials such as interior pages of high-end books

3. “EAGLE” and “RABBIT” matte coated paper wall calendars posters and so on and suitable for suitable for

high-speed sheet printing and high-speed rotary printing;

One-sided coated paper is suitable for upscale tobacco package

paper adhesive sticker shopping bags slipcases envelopes

gift wrapping and so on and suitable for large format printing and

commercial printing

White cardboard series 1. White cardboard of “LIYA” series white cardboard Shouguang Headquarters High-end gift boxes cosmetics boxes tags shopping bags publicity

and ivory cardboard of “LIPIN” and “POPLAR” series Jiangxi Chenming pamphlets high-end postcards; cigarette package printing of

high bulk cardboard and ivory cardboard of “LIZZY” Zhanjiang Chenming medium and high quality; milk package beverage package

and “BAIYU” series and super high bulk cardboard of disposable paper cups milk tea cups and noodle bowls.“LIYING” and “BAIYU” series

2. Food package board of “LIYA” and “LIZZY” series

3. Coated cattle card and LIYA book card

4. Playcard paper board

5. Chenming cigarette cardboard

Copy paper series “GOLDEN MINGYANG” and “GOLDEN CHENMING” Shouguang Meilun Printing and copying business documents training materials and

copy paper “BOYA” and “BIYUNTIAN” copy paper Zhanjiang Chenming writing.“MINGYANG” “LUCKY CLOUDS” “BOYANG” and

“SHANYIN” copy paper and “GONGHAO” and

“TIANJIAN” copy paper

Industrial paper series High-grade yellow anti-sticking base paper ordinary yellow/ Shouguang Headquarters Anti-stick base paper is mainly used for producing the paper base of

white anti-sticking base paper and PE paper Jiangxi Chenming stripping paper or anti-sticking base paper;

Zhanjiang Chenming

Cast coated base paper is suitable for producing adhesive paper or

playcard compound paper after coating

Special paper series Thermal paper and glassine paper Shouguang Art Paper High-grade adhesive backing paper for electronics medicine food

washing supplies supermarket labels double-sided tapes etc.Household paper series Toilet paper facial tissue pocket tissue napkin paper Shouguang Meilun Daily toilet supplies; used in restaurants and other catering industries

towels and “XINGZHILIAN” and used in public toilets in hotels guesthouses and office

buildings and also suitable for home and other environment.

2022 ANNUAL REPORT 15IV Management Discussion and Analysis

II. Principal activities of the Company during the Reporting Period (Continued)

2. Operation model

During the reporting period the Company’s business model did not underwent major changes.

(1) Purchase model

The Company has established a supply chain management centre which adopts a supply chain managementmodel of “centralised procurement by the Group source as the first priority hierarchical separation and onevoteveto”. Through continuous improvement of the procurement information system the Company has fully realised

machine control management and optimised the authorisation approval process effectively standardising

the procurement management system. Based on the needs of production bases the Group integrates the

resources of related parties and implements centralised procurement. The Company seeks sources and high-

quality suppliers through industry exhibitions on-site inspections and competitive factory research to strengthen

procurement at source and reduce procurement costs; and introduces a supplier competition mechanism

by establishing a three-level joint review mechanism for suppliers and implementing a system of eliminating

substandard suppliers so as to improve supply quality. Meanwhile the Company actively cooperates with

financial institutions and third parties in the supply chain financial business and fully utilises the funds from

contributing parties to lower procurement costs deepen strategic cooperation and enhance supply chain

competitiveness.

(2) Production model

The Company has committed itself to implementing a pulp and paper integration strategy. Adhering to the

concept of “placing green development and environmental protection as its priority” the Company has actively

promoted clean production and vigorously carried out energy conservation and emission reduction aiming to be

a resource-saving and environmentally friendly model enterprise. It is innovating an integrated use of resources

and a circular industrial development mode and an “ecological chain” featuring resources products and

recycled resources has been established. As for production process the Company takes planned management

as the focus and implements a hierarchical planned management model for the Group the Company

factories and workshops. Its production volume is determined based on the sales its production is arranged

scientifically and its inventories are under strict control. The Group has set up a production scheduling centre

to monitor the operation of the production lines of each subsidiary around the clock on a real-time basis so as

to ensure normal production. It has actively built and promoted the MES management system and realised the

timely information transfer between the management and the production control unit through bridging the gap

between the ERP and DCS systems.

(3) Marketing model

The Company has always adhered to the marketing concept of “Good faith Win-Win and Sharing” while

wholeheartedly serving its customers. The Company has a relatively mature sales network and has set up

specialised sales companies responsible for the development of domestic and overseas markets product

sales and formulation of sales policies. The sales companies’ management systems are divided into product

lines product companies management areas and branches to achieve matrix management. The sales

companies are divided into product companies of culture paper series coated paper series white cardboard

series electrostatic paper series special paper series and household paper series according to product line.Each product company has its administrative district. A regional general manager is responsible for his/her

administrative district under which branch companies are set up. The chief representatives of the branch

companies have full authority to deal with branch business.

16IV Management Discussion and Analysis

II. Principal activities of the Company during the Reporting Period (Continued)

2. Operation model (Continued)

(3) Marketing model (Continued)

The Company has implemented a three-level scheduling mechanism. Branch companies administrative

districts and sales companies schedule task indicators daily to ensure the effective implementation of the plans.It sticks to a “four-level visit mechanism” to gain deep market insights and meet customer needs. Meanwhile

by leveraging its comprehensive information systems the Company has realised It-based management. It has

also established and improved the complaint handling system and customer satisfaction system to enhance the

Company’s marketing management level.

(4) R&D Mode

The Company is market-oriented and innovation is it driving force. It highly values technological R&D and has

formed a variety of R&D modes such as independent R&D technology introduction and industry university

research cooperation. At present the Company has a number of domestically leading innovative R&D platforms

including the national enterprise technology centre the post-doctoral working station the state certified CNAS

pulp and paper testing centre Shandong Pulp and Paper Making Engineering Lab and the Guangdong Pulp and

Paper Production Technology Research Centre which have enhanced its independent innovation capabilities.Meanwhile on the basis of introducing internationally advanced pulp and paper production lines and advanced

technologies the Company has made technological improvements and re-innovations and established

new standards for processes and product quality forming distinctive core technologies. The Company also

works hard on the following aspects: carrying out academic research with colleges and universities and R&D

institutions such as Qilu University of Technology Qingdao University of Science and Technology Tianjin

University of Science and Technology and Institute of Chemical Industry of Forest Products of the Chinese

Academy of Forestry introducing digesting and absorbing scientific research and innovation achievements

accelerating the industrialisation of new and high technologies optimising product mix and improving the

competitiveness of its products in the market.

3. The position of the Company in the industry during the reporting period

The papermaking industry is a strategic and fundamental industry closely related to national economic and social

development. In 2022 the papermaking industry had a narrowing profit squeeze with declining prosperity due to

a sharp rise in the prices of raw materials power and logistics in the upstream market and the weak demand in

the downstream market. According to data of the Ministry of Industry and Information Technology total profit of

papermaking and paper product enterprises above designated size nationwide in 2022 was RMB62.11 billion down

nearly 30% year on year. According to data of the National Bureau of Statistics as of December 2022 the number of

loss-making papermaking and paper product enterprises was 1799 representing a year-on-year increase of 40.9%.In this context the Company responded flexibly and stubbornly and continued to make profit amid difficulties

thereby showing its strong resilience.

2022 ANNUAL REPORT 17IV Management Discussion and Analysis

II. Principal activities of the Company during the Reporting Period (Continued)

3. The position of the Company in the industry during the reporting period (Continued)

As a leading player in the paper making industry of China the Company has implemented the strategy of innovative

operation quickened its pace in growth driver replacement and led the way in full industry chain operation and

has emerged as the only paper making enterprise in China to achieve capacity balance between pulp production

and paper making. Currently the Company has the annual pulp and paper production capacity of over 11 million

tonnes tops the industry in its paper product variety and ranks among the best in China in terms of the market share

of its major products. During the reporting period the Company strove to implement its strategy of pulp and paper

integration with a coordinated development pattern further formed with Shouguang in the north Huanggang in the

middle and Zhanjiang in the south. The Company seized opportunities in overseas markets and improved its global

sales network thus significantly growing sales to overseas markets. The Company strengthened its management

prevented and controlled risks and laid the foundation for its sustainable development. The Company optimised the

product structure improved service quality and strove to increase products’ added value which further consolidated

its leading position in the industry. The Company had won awards such as “Top 500 Chinese Enterprises” “FortuneChina 500” and “Top 10 Enterprises in the PRC Light Industry – Paper Sector” which reflected the high recognition

and full affirmation of the Company from all walks of life.III. Analysis of Core Competitiveness

After innovation and development for more than 60 years the Company has created a strong brand influence and cultivated

a solid comprehensive competitiveness. It promotes product upgrades enhances R&D strength and improves core

competitiveness by building a supply chain. The core competitiveness of the Company did not underwent major changes

during the reporting period. The details of the core competitiveness of the Company are as follows:

1. Advantages of pulp and paper integration

The Company has unwaveringly implemented a pulp and paper integration strategy. At present its major production

bases located in Shouguang Zhanjiang and Huanggang are equipped with chemical pulp production lines with

total production capacity of wood pulp reaching 4.30 million tonnes. It is the first modern large-scale paper making

company that basically realises wood pulp self-sufficiency in China. A complete supply chain not only creates cost

advantage for the Company but also safeguards the safety stability and quality of upstream raw materials and

renders strong support for the Company to maintain its long-term competitiveness.

2. Scale advantages

The paper making industry is a typical capital-intensive and technology-intensive industry that follows the laws of

economies of scale. The Company is a leading player in the paper making industry in China. Its large-scale production

bases can be found in the major markets in Southern Central Northern and Northeast China with annual pulp and

paper production capacity reaching 11 million tonnes where reasonable production scale creates the marginal cost

advantage. Meanwhile by leveraging the scale advantages the Company has built an international logistics centre

and railway dedicated lines and docks and constructed a comprehensive logistics service platform covering container

shipping bonded warehousing transfer and storage at stations and terminals realising the improvement of logistics

efficiency and the stability of logistics costs.

3. Product advantages

The Company is an enterprise that offers the widest and the most complete product range in the paper making

industry. The product series include culture paper white paper board coated paper copy paper household paper

thermal paper etc. with each major product ranking among the best in terms of market share. The Company has

attached great importance to technology research and development. By introducing the most advanced pulping

and paper making technology and equipment in the world it persists in technological innovation and work process

optimisation so as to help improve product quality and structure upgrade continuously improve the brand value of

Chenming and enhance brand benefits.

18IV Management Discussion and Analysis

III. Analysis of Core Competitiveness (Continued)

4. Industry layout advantages

Closely centring on the pulp and paper integration strategy the Company has integrated resources and established

its production bases in the core target market to promote the coordinated development of all regions. Currently the

Company adopts the market-oriented approach and has production bases in Shandong Guangdong Jiangxi Hubei

Jilin and other places. With all products sold at close distances the Company substantially reduces transportation

costs while improving service efficiency achieving a “win-win” between the Company and its users.

5. Advantages in technical equipment

The Company highly values the introduction and upgrades of technical equipment actively push equipment and

technology upgrade forward and boasts the largest and most advanced pulping and paper making production

line in the world. The Company’s major production equipment has been imported from internationally renowned

manufacturers including Metso and Valmet of Finland Voith of Germany Andritz of Austria etc. and reached the

advanced international level thus ensuring production efficiency and product quality.

6. Advantages in research and innovation

The Company has scientific research institutions including the national enterprise technology centre the post-doctoral

working station the state certified CNAS pulp and paper testing centre. At the same time the Company actively

carries out in-depth industry-university-research cooperation with prestigious domestic universities and research

institutes continuously improves technical innovation capabilities and scientific research and development levels

and develops a series of new products with high technology contents and high added value as well as proprietary

technologies. The Company and its subsidiaries Zhanjiang Chenming Shouguang Meilun Jiangxi Chenming Jilin

Chenming Huanggang Chenming and Wuhan Chenming are high and new technology enterprises. As at the end

of the reporting period the Company had obtained over 380 national patents and took the lead in obtaining the

ISO9001 quality system certification the ISO14001 environmental protection system certification and the FSC-COC

international forest system certification among domestic peers.

7. Team management advantages

The Company possesses a complete and reasonable talent structure consisting of experienced personnel including

high-end talents specialising in production technology sales finance laws etc. In the course of business operations

the stable core team has developed a corporate culture that ties in with the Company’s development summarised

management experience with industry characteristics and formed a team advantage integrating management and

culture allowing it to accurately grasp the industry development trend. At the same time the Company has paid

attention to the construction of a talent reserve and cultivation mechanism. With advanced business concepts and

enormous development space the Company has attracted an array of high-calibre professionals and improved the

level of human capital construction providing solid guarantee for the Company’s long-term sustainable development.

2022 ANNUAL REPORT 19IV Management Discussion and Analysis

III. Analysis of Core Competitiveness (Continued)

8. Advantages in environmental governance capacity

The Company has actively upheld the concept of “lucid waters and lush mountains are invaluable assets” adhered to

the development idea of “placing green development and environmental protection as its priority” always regarded

environmental protection as the “life project” clung to the green development model of clean production and

resource recycling and earnestly shouldered the corporate responsibility of environmental protection. In recent years

the Company and its subsidiaries have invested more than RMB8 billion in total in environmental protection and have

constructed the pollution treatment facilities including the alkali recovery system middle water treatment system

middle water reuse system white water recovery system and black liquor comprehensive utilisation system. The

environmental protection indicators rank high in China and in the world. At present the Company adopts the world’s

most advanced “ultrafiltration membrane + reverse osmosis membrane” technology to complete the reclaimed water

recycling membrane treatment project which is the largest middle water reuse project in the domestic paper industry.The reclaimed water recycle rate attains the industry-leading level. The reclaimed water quality meets drinking water

standards which can save hundreds of thousands cubic metres of fresh water every day. Meanwhile in response

to the “dual carbon” policy the Company actively introduces photovoltaic power generation and biomass power

generation continuously optimises the energy structure and improves the level of low-carbon production.IV. Analysis of principal operations

1. Overview

During the reporting period operating costs of papermaking companies remained high as prices of bulk raw

materials energy and power as well as international logistics soared due to factors such as the further development

of public health events the international political turmoil and high inflation. Meanwhile in the downstream market

the price transmission mechanism did not work due to weak demand in the domestic market and the year-on-year

decrease in sales volume resulting in a narrowing corporate profit squeeze. Against a challenging situation the

Company coordinated economic environment prevention and control and production and operation with firm

confidence against difficulties and consolidated its profitability by strengthening internal management optimising

cost structure curbing raw material costs expanding overseas sales and other measures. In 2022 the Company

produced 5.02 million tonnes and sold 5.15 million tonnes of machine-made paper realising revenue of RMB32004

million and net profit of RMB317 million.

20IV Management Discussion and Analysis

IV. Analysis of principal operations (Continued)

2. Revenue and cost

(1) Components of revenue

Unit: RMB

2022 2021 Increase/

Amount % of revenue Amount % of revenue decrease

Total revenue 32004367320.91 100% 33019812294.14 100% -3.08%

By industry

Machine-made paper 28398850766.51 88.73% 28822796809.32 87.29% -1.47%

Chemical pulp 1043284411.27 3.26% 248980922.18 0.75% 319.02%

Mould processing 308596084.40 0.96% 429452007.72 1.30% -28.14%

Electricity and steam 288447315.51 0.90% 303940594.69 0.92% -5.10%

Construction materials 265496913.56 0.83% 349945005.51 1.06% -24.13%

Hotel and property rentals 238020274.82 0.74% 148941357.80 0.45% 59.81%

Chemicals 169232476.00 0.53% 131104964.35 0.40% 29.08%

Others 1292439078.84 4.04% 2584650632.57 7.83% -50.00%

By product

White paper board 9061724789.41 28.31% 9579581625.05 29.01% -5.41%

Duplex press paper 8449759248.92 26.40% 7287152353.07 22.07% 15.95%

Coated paper 4149820827.47 12.97% 4310744513.87 13.06% -3.73%

Electrostatic paper 4077351284.38 12.74% 3857097045.49 11.68% 5.71%

Anti-sticking raw paper 973542096.46 3.04% 1168436835.30 3.54% -16.68%

Thermal paper 582687847.45 1.82% 540941351.36 1.64% 7.72%

Other machine-made paper 1103964672.42 3.45% 2078843085.18 6.30% -46.90%

Chemical pulp 1043284411.27 3.26% 248980922.18 0.75% 319.02%

Mould processing 308596084.40 0.96% 429452007.72 1.30% -28.14%

Electricity and steam 288447315.51 0.90% 303940594.69 0.92% -5.10%

Construction materials 265496913.56 0.83% 349945005.51 1.06% -24.13%

Hotel and property rentals 238020274.82 0.74% 148941357.80 0.45% 59.81%

Chemicals 169232476.00 0.53% 131104964.35 0.40% 29.08%

Others 1292439078.84 4.04% 2584650632.57 7.83% -50.00%

By geographical segment

Mainland China 23860251349.91 74.55% 28894011653.20 87.51% -17.42%

Other countries and regions 8144115971.00 25.45% 4125800640.94 12.49% 97.39%

By sales mode

Distribution 20430260632.51 63.84% 21812237365.81 66.06% -6.34%

Direct sales 11574106688.40 36.16% 11207574928.33 33.94% 3.27%

2022 ANNUAL REPORT 21IV Management Discussion and Analysis

IV. Analysis of principal operations (Continued)

2. Revenue and cost (Continued)

(2) Industries products regions and sales model accounting for over 10% of revenue or operating profit of the

Company

√ Applicable □ Not applicable

Unit: RMB

Increase/ Increase/

Increase/ decrease of decrease of

decrease of operating gross profit

revenue as costs as margin as

compared compared compared

to the to the to the

corresponding corresponding corresponding

period of the period of the period of the

Revenue Operating costs Gross profit prior year prior year prior year

By industry

Machine-made paper 28398850766.51 24448024979.32 13.91% -1.47% 10.89% -9.60%

By product

White paper board 9061724789.41 7826962810.39 13.63% -5.41% 19.66% -18.09%

Duplex press paper 8449759248.92 7407821676.66 12.33% 15.95% 23.37% -5.27%

Coated paper 4149820827.47 3457680224.04 16.68% -3.73% 10.45% -10.70%

Electrostatic paper 4077351284.38 3497341216.24 14.23% 5.71% 11.35% -4.34%

By geographical segment

Mainland China 23860251349.91 20280445319.82 15.00% -17.42% -5.78% -10.51%

Other countries and regions 8144115971.00 7093280387.18 12.90% 97.39% 91.82% 2.53%

By sales mode

Distribution 20430260632.51 17608282200.91 13.81% -6.34% 5.53% -9.69%

Direct sales 11574106688.40 9765443506.09 15.63% 3.27% 14.39% -8.20%

Under the circumstances that the statistics specification for the Company’s principal operations data

experienced adjustment in the reporting period the principal activity data upon adjustment of the statistics

specification as at the end of the reporting period in the latest year

□ Applicable √ Not applicable

22IV Management Discussion and Analysis

IV. Analysis of principal operations (Continued)

2. Revenue and cost (Continued)

(3) Whether revenue from sales in kind is higher than revenue from services

√ Yes □ No

Increase/

By industry Item Unit 2022 2021 decrease

Machine-made paper Sales ’0000 tonnes 515 545 -5.50%

Production output ’0000 tonnes 502 550 -8.73%

Inventories ’0000 tonnes 32 45 -28.89%

Explanation on why the related data varied by more than 30%

□ Applicable √ Not applicable

(4) Performance of material sales contracts and material procurement contracts of the Company during the

reporting period

□ Applicable √ Not applicable

2022 ANNUAL REPORT 23IV Management Discussion and Analysis

IV. Analysis of principal operations (Continued)

2. Revenue and cost (Continued)

(5) Composition of operating costs

By industry

Unit: RMB

20222021

% of % of

operating operating Increase/

By industry Item Amount costs Amount costs decrease

Machine-made paper Raw materials 13880562601.16 56.78% 13227151426.95 60.00% 4.94%

Energy and power 3551871417.54 14.53% 2771580665.06 12.57% 28.15%

Chemicals 3219278883.07 13.17% 2737960681.46 12.42% 17.58%

Depreciation 1015882589.52 4.16% 918340112.21 4.17% 10.62%

Shipping fee 991532365.83 4.06% 986623212.89 4.48% 0.50%

Labour costs 300586979.17 1.23% 282029126.21 1.28% 6.58%

Other production costs 1488310143.03 6.09% 1123094139.11 5.09% 35.52%

Subtotal 24448024979.32 100.00% 22046779363.89 100.00% 10.89%

Chemical pulp Raw materials 483207371.49 59.18% 120467023.13 62.81% 301.11%

Energy and power 123647038.01 15.14% 25242326.28 13.16% 389.84%

Chemicals 112068893.16 13.72% 24936130.39 13.00% 349.42%

Accumulated Depreciation 35364701.70 4.33% 8363834.05 4.36% 322.83%

Labour costs 10463973.85 1.28% 2568596.08 1.34% 307.38%

Other production costs 51810755.29 6.34% 10228642.84 5.33% 406.53%

Subtotal 816562733.50 100.00% 191806552.77 100.00% 325.72%

Power and steam Raw materials 214274012.48 79.34% 198834959.40 76.47% 7.76%

Depreciation 26624446.17 9.86% 19199537.95 7.38% 38.67%

Labour costs 8596817.64 3.18% 6844347.79 2.63% 25.60%

Energy and power 6245631.23 2.31% 25124584.80 9.66% -75.14%

Chemicals 470492.88 0.17% 746078.65 0.29% -36.94%

Other production costs 13862506.91 5.13% 9269615.37 3.56% 49.55%

Subtotal 270073907.31 100.00% 260019123.96 100.00% 3.87%

Construction materials Raw materials 158431654.76 69.34% 222297889.45 70.37% -28.73%

Energy and power 22399396.93 9.80% 32115179.94 10.17% -30.25%

Shipping fee 16755150.18 7.33% 14416949.06 4.56% 16.22%

Labour costs 8353153.12 3.66% 14568778.00 4.61% -42.66%

Depreciation 6753081.28 2.96% 9626644.95 3.05% -29.85%

Other production costs 15800412.81 6.92% 22887012.53 7.24% -30.96%

Subtotal 228492849.08 100.00% 315912453.93 100.00% -27.67%

24IV Management Discussion and Analysis

IV. Analysis of principal operations (Continued)

2. Revenue and cost (Continued)

(6) Change of scope of consolidation during the reporting period

√ Yes □ No

During the year 2 subsidiaries were newly established namely Jiangxi Chenming Tea Co. Ltd. and Shouguang

Meichen Energy Technology Co. Ltd. and 1 subsidiary was deregistered namely Qingdao Chenming Pulp &

Paper Electronic Commodity Spot Trading Co. Ltd. 2 subsidiaries were acquired not within the definition of

business namely Shanxi Fuyin Industrial Trading Co. Ltd. and Chongmin Culture Development (Shanghai) Co.Ltd.

(7) Significant change in or adjustment of the businesses products or services of the Company during the

reporting period

□ Applicable √ Not applicable

(8) Sales to major customers and major suppliers

Sales to major customers of the Company

Total sales to top 5 customers (RMB) 6798742733.13

Total sales to top 5 customers as a percentage of the total sales for the year 21.24%

Sales to top 5 customers who are related parties as a percentage of

the total sales for the year 0.00%

Information on top 5 customers of the Company

As a percentage of the

No. Name of customer Sales (RMB) total sales for the year (%)

1 Customer A 2770087211.84 8.66%

2 Customer B 1518310296.02 4.74%

3 Customer C 1049894583.17 3.28%

4 Customer D 748277000.85 2.34%

5 Customer E 712173641.25 2.23%

Total - 6798742733.13 21.24%

Other explanation of the major customers

□ Applicable √ Not applicable

2022 ANNUAL REPORT 25IV Management Discussion and Analysis

IV. Analysis of principal operations (Continued)

2. Revenue and cost (Continued)

(8) Sales to major customers and major suppliers (Continued)

Major suppliers of the Company

Total purchases from top 5 suppliers (RMB) 5703690083.06

Total purchases from top 5 suppliers as a percentage of the total purchases for the year 20.84%

Total purchases from top 5 suppliers who are related parties as a percentage of

the total purchases for the year 0.00%

Information on top 5 suppliers of the Company

As a percentage of the total

No. Name of supplier Purchases (RMB) purchases for the year (%)

1 Supplier A 1938274888.85 7.08%

2 Supplier B 1042029772.30 3.81%

3 Supplier C 1004164032.28 3.67%

4 Supplier D 911744349.39 3.33%

5 Supplier E 807477040.24 2.95%

Total - 5703690083.06 20.84%

Other explanation of the major suppliers

□ Applicable √ Not applicable

3. Expenses

Unit: RMB

Increase/ Reasons for material

2022 2021 decrease (%) changes

Selling and distribution expenses 242181274.09 293509692.51 -17.49% Sales volume and wages or salaries

decreased year on year during the

reporting period.General and administrative expenses 750546703.34 942360735.54 -20.35% Production interruption loss was

adjusted in operating costs during

the reporting period.Finance expenses 2146556149.06 2387471286.46 -10.09% Interest expenses of the Company

decreased year on year during the

reporting period.

26IV Management Discussion and Analysis

IV. Analysis of principal operations (Continued)

4. Research and development expenditure

√ Applicable □ Not applicable

Objectives to be Expected impact on the future

Name of major R&D project Project purpose Project progress achieved development of the Company

Technological development of high-bulk Saving raw materials Industrialisation To become Improving product quality lowering

electrostatic paper stage domestically transportation costs and

leading production costs and improving

the Company’s economic

benefits.Technological development of white Enhancing product Small testing stage To become Improving customer satisfaction with

cardboard for handbags functionality or improving domestically products and increasing market

performance leading share.Technological development of green-yellow Enhancing product Industrialisation To become Improving customer satisfaction with

vision protection culture paper functionality or improving stage domestically products and increasing market

performance leading share.Technological development of moisture-proof Enhancing product Pilot testing stage To become Improving customer satisfaction with

electrostatic copy paper functionality or improving domestically products and increasing market

performance leading share.Technological development of coated paper Enhancing product Pilot testing stage To become Improving customer satisfaction with

for high-end books and periodicals functionality or improving domestically products and increasing market

performance leading share.New technology development of high strength Enhancing product Small testing stage To become Improving customer satisfaction with

paper for journals functionality or improving domestically products and increasing market

performance leading share.Technological development of thermal paper Enhancing product Small testing stage To become Improving customer satisfaction with

for menus functionality or improving domestically products and increasing market

performance leading share.Technological development of rapid Reducing energy Pilot testing stage To become Improving product quality lowering

oxidisation of corn starch consumption or domestically production costs and improving

improving energy leading the Company’s economic

efficiency benefits.

2022 ANNUAL REPORT 27IV Management Discussion and Analysis

IV. Analysis of principal operations (Continued)

4. Research and development expenditure (Continued)

R&D personnel of the Company

Percentage

2022 2021 of change

R&D headcount 1370 1900 -27.89%

Ratio of R&D personnel 12.62% 15.45% -2.83%

Academic background of R&D personnel

Bachelor’s degree 135 185 -27.03%

Master’s degree 3 11 -72.73%

Age composition of R&D personnel

Under 30 305 387 -21.19%

30~40 years old 717 1034 -30.66%

Research and development expenditure of the Company

Percentage

2022 2021 of change

R&D expenditure (RMB) 1290281540.10 1453766371.46 -11.25%

R&D expenditure to revenue 4.03% 4.40% -0.37%

Amount of R&D expenditure capitalised (RMB) 0.00 0.00 0.00

Capitalised R&D expenditure to R&D expenditure 0.00% 0.00% 0.00%

Reasons for and effects of significant changes in the composition of the Company’s R&D personnel

□ Applicable √ Not applicable

Reasons for significant change in total R&D expenditure to revenue

□ Applicable √ Not applicable

Reasons for and reasonableness of the significant change of the capitalisation rate of R&D expenditure

□ Applicable √ Not applicable

28IV Management Discussion and Analysis

IV. Analysis of principal operations (Continued)

5. Cash flows

Unit: RMB

Increase/

Item 2022 2021 decrease (%)

Subtotal of cash inflows from operating activities 36218528896.13 39306294223.43 -7.86%

Subtotal of cash outflows from operating activities 32768704653.76 30724406030.79 6.65%

Net cash flows from operating activities 3449824242.37 8581888192.64 -59.80%

Subtotal of cash inflows from investing activities 271463678.75 1321827995.68 -79.46%

Subtotal of cash outflows from investing activities 2716434567.72 1156106779.05 134.96%

Net cash flows from investing activities -2444970888.97 165721216.63 -1575.35%

Subtotal of cash inflows from financing activities 37596224354.35 33237001445.83 13.12%

Subtotal of cash outflows from financing activities 39577284434.80 43177497483.93 -8.34%

Net cash flows from financing activities -1981060080.45 -9940496038.10 80.07%

Net increase in cash and cash equivalents -1009455697.51 -1220254116.77 17.27%

Explanation on main effects of material changes in relevant data year-on-year

√ Applicable □ Not applicable

(1) Net cash flows from operating activities decreased by 59.80% as compared to the corresponding period of the

prior year mainly because the Company’s cash payment for purchasing goods increased significantly due to a

year-on-year rise in the prices of raw materials such as wood chips raw coal and chemicals during the reporting

period.

(2) Net cash flows from investment activities decreased by 1575.35% as compared to the corresponding period

of the prior year mainly because net cash inflow from investing activities decreased year on year due to the

the participation in the establishment of joint ventures by Jiangxi Chenming a subsidiary during the reporting

period for the purpose of revitalising the assets of the financial lease business capitalising on the asset

management capabilities of government platforms and consolidating and optimising the resource allocation.

(3) Net cash flows from financing activities increased by 80.07% as compared to the corresponding period of the

prior year mainly due to the decrease in liabilities due to be repaid during the reporting period.Explanation on reasons leading to the material difference between net cash flows from operating activities during the

reporting period and net profit for the year

□ Applicable √ Not applicable

2022 ANNUAL REPORT 29IV Management Discussion and Analysis

V. Analysis of non-principal operations

√ Applicable □ Not applicable

Unit: RMB

As a percentage

Amount of total profit Reason Is it sustainable?

Other income 242223168.86 132.89% Receipt of government grants Including RMB104 million which

related to daily business activities is the annual amortisation amount

of government grants received in

prior periods which is sustainable

Gain or loss arising from -25253928.81 -13.86% Fluctuations of fair values of the No

the change in fair value shares of China Bohai Bank as well

as forestry assets and other non-

current financial assets

Credit impairment loss -86076968.56 -47.23% Bad debt provisions for receivables No

Gain on disposal of assets 161092513.76 88.38% Gains from disposal of land and No

plant during the reporting period

Non-operating income 77248685.76 42.38% Mainly the receipt of government No

grants not related to daily business

activities

VI. Analysis of assets and liabilities

1. Material changes of asset items

Unit: RMB

As of the end of 2022 As of the beginning of 2022

As a percentage As a percentage Percentage

Amount of total assets Amount of total assets change Description

Inventories 6821916159.95 8.09% 5282631922.12 6.37% 1.72% Mainly due to an increase in the Company’s

raw material inventory and an increase

of development costs resulting from the

transfer of the equity interest in Shanxi

Fuyin to the leasing company for debt

offsetting as at the end of the reporting

period.Non-current assets 3998724415.85 4.74% 5216934172.61 6.30% -1.56% Mainly due to a year-on-year decrease in the

due within one financial lease payments due within one

year year as at the end of the reporting period.Other current 1180807801.62 1.40% 1903929492.85 2.30% -0.90% Mainly due to the refund of value-added tax

assets (VAT) credit refund during the reporting

period.Long-term equity 4277013369.56 5.07% 1894794764.19 2.29% 2.78% Mainly due to the investment made by Jiangxi

investments Chenming and Chenming Leasing in

Shouguang Jintou Industrial Investment

Partnership (Limited Partnership) during the

reporting period.

30IV Management Discussion and Analysis

VI. Analysis of assets and liabilities (Continued)

1. Material changes of asset items (Continued)

As of the end of 2022 As of the beginning of 2022

As a percentage As a percentage Percentage

Amount of total assets Amount of total assets change Description

Fixed assets 33797738695.30 40.09% 35653492676.15 43.02% -2.93% Mainly due to the relocation upgrade and

transformation of Wuhan Chenming’s

equipment being included to construction

in progress during the reporting period and

the impact of provision for depreciation

during the reporting period.Short-term 36385048295.02 43.16% 33523025186.22 40.45% 2.71% Mainly due to the increase in the size of short-

borrowings term debts as at the end of the reporting

period.Non-current 4673505241.86 5.54% 6601311227.98 7.97% -2.43% Mainly due to the Company’s repayment of

liabilities due medium-term notes and bonds payable

within one year due within one year during the reporting

period.Long-term 3982236251.08 4.72% 5276340154.98 6.37% -1.65% Mainly due to the Company’s reduction in loan

borrowings size during the reporting period.Long-term 3160771126.31 3.75% 2358901022.99 2.85% 0.90% Mainly due to an increase in the Company’s

payables financing for certain equipment during the

reporting period.A higher proportion of overseas assets

□ Applicable √ Not applicable

2022 ANNUAL REPORT 31IV Management Discussion and Analysis

VI. Analysis of assets and liabilities (Continued)

2. Assets and liabilities measured at fair value

√ Applicable □ Not applicable

Unit: RMB

Profit or loss Cumulative

from change fair value Impairment

in fair value change provided Purchases Disposal

Opening during the charged to during the during the during the Other Closing

Item balance period equity period period period changes balance

Financial assets

1. Held-for-trading financial assets

(excluding derivative financial assets) 110886182.88 -36177738.00 -120976372.27 74708444.88

2. Other non-current financial asset 519927003.25 5350000.00 62860000.00 263000000.00 1526241.63 786750761.62

3. Consumable biological assets

measured at fair value 1519305850.77 9924233.72 29984996.65 41007081.77 73629347.42 1496607818.84

Total 2150119036.90 -20903504.28 -58116372.27 304007081.77 75155589.05 2358067025.34

Whether there were any material changes on the measurement attributes of major assets of the Company during the

reporting period

□ Yes √ No

3. Restriction on asset rights as at the end of the reporting period

Unit: RMB

Carrying amount as at

Item the end of the period Reasons for such restriction

Monetary funds 11840974836.57 As deposits for bank acceptance bills letter

of credit letter of guarantee loans deposit

reserves and interest receivable

Fixed assets 10063641052.69 As collateral for bank borrowings and long-

term payables

Investment properties 4895514630.65 As collateral for bank borrowings

Intangible assets 1033897418.27 As collateral for bank borrowings and long-

term payables

Accounts receivable 100000000.00 As collateral for borrowings

Accounts receivable financing/bills 8497931.30 As collateral for obtaining letters of credit

receivable

Total 27942525869.48

32IV Management Discussion and Analysis

VII. Analysis of investments

1. Overview

√ Applicable □ Not applicable

Investments during the

corresponding period of

Investments during the reporting period (RMB) prior year (RMB) Change

3362620040.001707210000.0096.67%

2. Material equity investments during the reporting period

√ Applicable □ Not applicable

Unit: RMB

Progress as Profit or loss

Investment Source Period of at the date of Estimated from investment Involvement Date of Disclosure

Name of investee Principal activities Form of investment amount Shareholding of fund Partner(s) investment Product type balance sheet return for the period in lawsuit disclosure index

Shouguang Jintou Investment using self- Newly 2360000000.00 49.57% Self-owned Shouguang Jintou Asset Long-term Equity Completed N/A -2699.92 No 22 November http://www.Industrial Investment owned funds enterprise established funds and Management Co. investment 2022 cninfo.com.Partnership (Limited management and contribution Ltd. Shouguang cn

Partnership) enterprise management of the Xianglin Enterprise

consulting creditor’s Management Co.rights of the Ltd. and Shandong

financial Jinming New Materials

leasing Co. Ltd.business

Jiaohui Chenming Equity investment Newly 263000000.00 50% Self-owned BOCOM Financial Assets 7 years Equity Completed N/A 1911813.60 No 29 July 2022 http://www.Zhuli (Suzhou) investment management established funds Investment Co. Ltd. investment cninfo.com.Emerging Industry and asset management and BOCOM Capital cn

Development Fund through private equity Management Co. Ltd.Partnership (Limited funds

Partnership)

Shanxi Fuyin Industrial Sales of agricultural and Acquisition 368000000.00 100% Self-owned Subsidiary Long-term Trading Completed N/A 0.00 No 8 December http://www.Trading Co. Ltd. sideline products sales funds 2022 cninfo.com.of chemical products cn

sales of metal materials

etc.Chongmin Culture Real estate development Acquisition 100% Self-owned Subsidiary Long-term Property Completed N/A 0.00 No 8 December http://www.Development and operation and funds operation 2022 cninfo.com.(Shanghai) Co. Ltd. property services cn

Shouguang Meichen Research and development Newly 36162004000 100% Investment with Subsidiary Long-term Electricity Completed N/A -102335.93 No N/A N/A

Energy Technology of power saving established self-owned and steam

Co. Ltd. technology sales of equipment generation

paper products

Jiangxi Chenming Tea Internet sales of food Newly 10000000.00 100% Self-owned Subsidiary Long-term Tea plantation Completed N/A -1975450.93 No N/A N/A

Co. Ltd. general sales of food established funds and sales

Total - - 3362620040.00 - - - - - - 168673.18 - - -

2022 ANNUAL REPORT 33IV Management Discussion and Analysis

VII. Analysis of investments (Continued)

3. Material non-equity investments during the reporting period

□ Applicable √ Not applicable

4. Financial asset investment

(1) Security investments

√ Applicable □ Not applicable

Unit: RMB

Book value at Profit or loss Accumulated Purchased Sold Book value

Accounting the beginning from changes in changes in fair amount in amount in Profit or loss at the end of

Abbreviation of Initial measurement of the reporting fair value in the value included the current the current during the the reporting Classification in

Type of security Stock code stock name investment cost model period current period in equity period period reporting period period account Source of fund

Domestic and foreign 09668 China Bohai Bank 195684817.15 Measured at 110886182.88 -36177738.00 -120976372.27 0.00 0.00 -36177738.00 74708444.88 Held-for-trading Self-owned

shares fair value financial assets funds

Total 195684817.15 - 110886182.88 -36177738.00 -120976372.27 0.00 0.00 -36177738.00 74708444.88 - -

Disclosure date of announcement in relation to the 20 June 2020

consideration and approval of securities investments by

the Board

Disclosure date of announcement in relation to the Not applicable

consideration and approval of securities investments by

the shareholders’ general meeting (if any)

(2) Derivatives investments

□ Applicable √ Not applicable

The Company did not have any derivative investments during the reporting period.

5. Use of proceeds

□ Applicable √ Not applicable

The Company did not use any proceeds during the reporting period.

34IV Management Discussion and Analysis

VIII. Disposal of material assets and equity interest

1. Disposal of material assets

√ Applicable □ Not applicable

Net profit

contribution

to the Net profit

Company contribution

from the to the Carried out

beginning of Company on schedule

the period on asset Relationship with or not if not

up to the disposal as Pricing Related counterparty(ies) Relevant Relevant the reasons

Transaction disposal Effect of a percentage basis of party (applicable to asset title debt fully and measures

consideration date disposal on of total net disposal of transaction related party fully transferred transferred taken by the Disclosure Disclosure

Counterparty(ies) Asset disposed Disposal date (RMB’0000) (RMB’0000) the Company profit assets or not transactions) or not or not Company date index

Shouguang Land and plant 18 December 16350.91 -253.14 Disposal of assets did 38.47% Market No N/A No Yes Yes N/A N/A

Land of Shandong 2022 not affect the normal price

Reserve Chenming operation of the

Centre No. 1 Factory Company. Meanwhile

the realisation of idle

assets was able to

replenish the liquidity.

2. Disposal of material equity interest

□ Applicable √ Not applicable

2022 ANNUAL REPORT 35IV Management Discussion and Analysis

IX. Analysis of major subsidiaries and investees

√ Applicable □ Not applicable

Major subsidiary and investees accounting for over 10% of the net profit of the Company

Unit: RMB

Name of company Type of company Principal activities Registered capital Total assets Net assets Revenue Operating profit Net profit

Zhanjiang Chenming Subsidiary Production and sale of duplex 6713808892.00 25386729557.96 8809784591.78 12333411837.39 106223344.21 162214497.02

Pulp & Paper Co. press paper electrostatic

Ltd. paper and white paper

board

Shouguang Meilun Subsidiary Production and sale of 4801045519.00 15789342178.96 8490192588.62 8877750999.39 406927308.71 384015682.06

Paper Co. Ltd. coated paper culture

paper household paper

and chemical pulp

Huanggang Chenming Subsidiary Production and sale of 3245000000.00 8439240135.43 3556852689.97 4717482595.22 271191525.79 271059517.61

Pulp & Paper Co. chemical pulp

Ltd.

36IV Management Discussion and Analysis

IX. Analysis of major subsidiaries and investees (Continued)

Acquisition and disposal of subsidiaries during the reporting period

√ Applicable □ Not applicable

Methods to acquire and dispose

of subsidiaries during the Impact on overall production and

Name of company reporting period operation and results

Jiangxi Chenming Tea Co. Ltd. Newly established Net profit decreased by RMB1.98 million.Shouguang Meichen Energy Technology Newly established Net profit decreased by RMB100000.Co. Ltd.Shanxi Fuyin Industrial Trading Co. Ltd. Acquisition No effect.Chongmin Culture Development Acquisition No effect.(Shanghai) Co. Ltd.Qingdao Chenming Pulp & Paper Deregistered Net profit increased by RMB6800.Electronic Commodity Spot Trading

Co. Ltd.Particulars of major subsidiaries and investees

1. During the reporting period benefited from their cost advantages brought about by the pulp-paper integration as well

as the substantial increase in the export volume of their major products Zhanjiang Chenming and Shouguang Meilun

enjoyed a relatively strong profitability.

2. During the reporting period due to the high price of wood pulp Huanggang Chenming’s sales of wood pulp

increased.

2022 ANNUAL REPORT 37IV Management Discussion and Analysis

X. Structured entities controlled by the Company

□ Applicable √ Not applicable

XI. Outlook on the future development of the Company

(i) Overview and trend of the industry

The paper making industry is closely related to national economic security and the consumption level of paper and

paper board is an important indicator to measure the economy and civilisation of a country. Since the reform and

opening up with the sustained and rapid development of the national economy China’s papermaking industry has

gradually begun to transform from extensive growth to intensive growth. Driven by the tightening of environmental

protection policies and other factors the papermaking industry’s production capacity and market concentration

have been continuously improved and the industry pattern becomes excellent but there is still much scope for

improvement. In 2022 due to factors such as a sharp increase in upstream production costs and the sluggish

demand in the downstream market the overall profitability of the papermaking industry declined and the number

of loss-making papermaking enterprises above designated size increased. Repeated market tests accelerated the

clearing up of low-end enterprises and likely promoted the industry structure improvement.During the reporting period the “waste ban” continued to be implemented and the transformation of the raw material

structure of the papermaking industry accelerated. The “plastic limit” achievements continued to be consolidatedwhich promoted the development of high-end and light-weighted products in the product structure. The “doublecarbon” policy was fully implemented and the green development concept had driven the industry to improve itsenvironmental protection level. The decrease in the supply of overseas paper products brought new “overseasexpansion” opportunities for Chinese companies and the leading papermaking companies accelerated their overseas

layout. The weak domestic market demand promoted resources optimisation and reorganisation and the industry

pattern had been continuously optimised. International pulp prices remained high and domestic leading companies

accelerated the whole industrial chain layout while domestic paper prices gradually bottomed out and large

companies had announced price rises marking an imminent recovery of industry prosperity.In the long run according to the national “double circulation” strategy and the goal of China’s GDP per capita heading

for the level of a medium-level developed country by 2035 China’s paper market demand in the future will still grow

greatly indicating potential market demand. With the improvement of people’s pursuit of quality of life high-end

environmentally friendly lightweight and customised products will be more popular and it is imperative to optimise

and upgrade the product structure. As both product functions and supporting services are important upgrading

product services will become an important channel to increase products’ added value. Large-scale pulp and paper

companies have accelerated industry integration through M&A and joint venture activity which further improves

industry concentration. The industry has continuously improved the resource utilisation rate and transformed towards

the use of clean renewable high energy density and low emission resources. It is inevitable for large companies to

enhance their comprehensive competitiveness through the whole industrial chain development.

38IV Management Discussion and Analysis

XI. Outlook on the future development of the Company (Continued)

(ii) Development strategy of the Company

The Company always takes “revitalising the Chinese papermaking industry” as its mission and adheres to the general

keynote of a green low-carbon recycling and sustainable development with scientific development as main theme.Centring on efficiency enhancement the Company focuses on pulp production and papermaking as major operation.The Company will adhere to the strategic layout of pulp and paper integration vigorously implement the innovation-

driven development strategy and accelerate the growth driver replacement. With transformation and upgrade guided

by green ecology the Company will fully exploit its advantages in full industry chain. The Company will commit itself

to implementing the green development strategy. Leveraging technological advancement advanced equipment and

strict management it will properly carry out clean production develop a circular economy and build a resource-

saving and environment-friendly enterprise benchmark so that it can seek development while protecting the

environment and improve the level of environmental protection in scientific development achieving both economic

and environmental benefits. Adhering to the strategy of strengthening the enterprise with talents the Company will

improve the talent training introduction use and incentive mechanism and actively cultivate high-end compound

innovative and international talent teams so as to promote the Company’s high-quality development consolidate

its position as a leading Chinese papermaking enterprise and develop Chenming as a RMB100 billion enterprise

with sustainable operation for a century striving to become the most globally competitive world-class papermaking

enterprise!

(iii) Operation plans for 2023

2023 is the first year to fully implement the spirit of the 20th National Congress of the China Communist Party. The

report to the 20th National Congress put forward that we must continue to focus on the real economy in pursuing

economic growth which is in line with the Company’s direction to focus on its principal activities and strengthen

industrial production. In a new year the Company will continue to conscientiously implement the management

policy of “people-orientation refined management problem-orientation and practical work” in the complicated and

changing industry and market landscape. It will pay close attention to corporate operation management strengthen

financial risk management and control comprehensively realise potential and increase efficiency and unswervingly

promote the Company’s high-quality development.

1. Adhere to profitability priority and improve sales

In 2023 the market situation remains complicated and ever-changing. Following the Group’s strategic

deployment the sales companies will be market-oriented to seize price rise opportunities scientifically and

rationally allocate various resources strengthen channel management expand to overseas markets and further

improve the sales management level. The details are as follows: According to the market capacity and customer

distribution we will integrate inefficient markets to enhance organisational efficiency; strengthen profitability

management actively seek sources of growth adjust product structure and focus on the promotion and sales

growth of key products especially cigarette cardboard liquid package cardboard and food cardboard. We

will strengthen channel construction further develop direct sales customers develop high-quality distributors

optimise overseas layout set up management areas and branches and further expand the market scope. We

will make full use of the Company’s industrial layout advantages promote the close-range market distribution of

high-profitability products and improve service efficiency and product competitiveness.

2022 ANNUAL REPORT 39IV Management Discussion and Analysis

XI. Outlook on the future development of the Company (Continued)

(iii) Operation plans for 2023 (Continued)

2. Strengthen financing control and realise stable operation.

In 2023 the Company will focus on profitability refine fund management strictly control financial expenses

take various measures to reduce the gearing ratio and optimise the capital structure. The details are as follows:

We will rationally plan long medium and short-term financing strengthen cooperation with large state-owned

banks in medium and long-term low-cost financing further broaden financing channels for medium and long-

term equipment collection and improve the asset utilisation rate. We will continue to promote the market-

oriented exit of strategic investors of Shouguang Meilun and Zhanjiang Chenming effectively replace minority

equity financing of subsidiaries with equity financing of the Company and reduce the debt repayment pressure.We will strengthen asset management continuously reduce the size of the financial leasing business dispose of

inefficient assets and idle assets improve asset management level and ensure the Company’s stable operation.

3. Strictly control production and promote production and efficiency

In 2023 the Company will focus on producing marketable products promote the continuous increase of high-

profitability products ensure the stable operation of pulp and paper production lines advance the construction

of pulp and paper projects and keep improving the profitability indicators and operation quality of production

systems. The details are as follows. According to the changes of raw material prices we will timely carry

out domestic raw materials substitution and process optimisation adjustment to optimise product structure.We will strictly control the process strictly implement the paper machine standard parameters stabilise the

operation of papermaking machines and pulp production lines and ensure the pulp and paper production and

efficiency improvement. We will build a safety and quality monitoring network strictly supervise safety and

quality implement the safety production responsibility system and ensure safety production. We will strengthen

equipment management strictly implement the control and implementation of equipment information system

and realise machine-controlled early warning management for equipment spot inspection periodic maintenance

and equipment overhaul. We will implement project management and focus on pushing Huanggang phase II

project Zhanjiang Chenming special paper project with annual production capacity of 180000 tonnes and

Shouguang Headquarters softwood bleaching chemical pulp project with annual production capacity of 300000

tonnes forward.

4. Strengthen cost control and improve supply chain management level

In 2023 the Company will further strengthen supplier management upgrade the level of cooperation

organisations broaden procurement channels fully exploit market potential strictly control procurement costs

and comprehensively improve supply chain management level. The details are as follows: We will strengthen the

construction of raw material sourcing channels cooperate with high-quality suppliers in Australia Thailand and

Vietnam and other countries and set up offices to ensure a stable supply of high-quality raw materials. We will

conduct in-depth study and analysis of market rules seize the timing for procurement determine reasonable

procurement quantity and improve procurement efficiency. We will introduce new processes and technologies

optimise the use of raw materials deepen domestic product substitution and exploit the cost potential. We

will strengthen cooperation with strategic cooperation customers strive for financial support to the maximum

extent and reduce financial costs. We will develop innovative ideas further promote consignment mode reduce

capital occupation and achieve efficiency improvement in supply chain management.

40IV Management Discussion and Analysis

XI. Outlook on the future development of the Company (Continued)

(iii) Operation plans for 2023 (Continued)

5. Strengthen basic management to help high quality development

In 2023 the Company will continue to pay close attention to the basic management focus on operating

profit management study and implement the profitability-enhancing measures in view of the key and weak

management links. The details are as follows: We will further consolidate team building optimise staffing

strengthen employee training improve performance appraisal management methods and proceed with

the transformation and upgrade to human capital management from human resource management to help

continuous human capital adding value. We will strengthen the internal audit supervision management improve

internal review coverage check and correct mistakes strictly investigate and deal with breaches of regulations

and disciplines and improve the supervision and rectification implementation rate. We will further strengthen

the system construction timely rectify the problems in the operation and management process formulate

and improve the excellent management system ensure that all key issues are well-founded and effectively

implemented improve the management level and realise high-quality development.(iv) Future capital requirements and source of funds

Future capital requirements of the Company will mainly focus on: the continuous investment in existing production

facilities due to technology upgrade or production expansion; and capital requirement for business expansion and

daily operation. The phase II whole industry chain project of Huanggang Chenming the softwood bleached chemical

pulp project with annual production capacity of 300000 tonnes and the special paper project with annual production

capacity of 180000 tonnes of Zhanjiang Chenming planned and constructed by the Company will be partly funded by

self-owned funds of the Company as well as government guide funds policy support funds and syndicated loans.While focusing on the development of its main business of pulp and paper making and improving its operating

performance the Company will expand its financing channels and optimise financing structure through well planned

long and short-term bond issue introduction of third-party strategic investors refinancing and other means thus

providing stable financial support for the operation and development of the Company.(v) Risk factors likely to be faced and measures to be taken

1. Macroeconomic and policy risk

Paper making industry is a basic raw materials industry thus is being supported by national industry policies.Over the years relevant competent departments issued a series of relevant policies and regulations including

the Policy on the Development of Papermaking Industry aiming to improve industry structure enhance product

technology standard energy saving and emission reduction as well as eliminate outdated production capacity.With the continuous economic development the policies on the papermaking industry may further adjust in

the future. In addition the fiscal and financial policies bank interest rate import and export policy and other

policies may be adjusted in the future. All the above industrial policies and related policy adjustments will have

an impact on the Company’s operation and development.Focusing on its principal operation on pulp production and papermaking the Company will strive to its

innovation-driven strategy. Centring on improving quality and efficiency the Company will comprehensively

optimise industrial structure and regional layout establish coordinated efficient industry system and respond

to challenges arose by leveraging on its cost advantages thus realising steady growth in operating results. At

the same time the Company will strengthen the financial information system construction regulate financial

management expand financing channels lower capital cost and strengthen its macroeconomic and policy risk

aversion capability.

2022 ANNUAL REPORT 41IV Management Discussion and Analysis

XI. Outlook on the future development of the Company (Continued)

(v) Risk factors likely to be faced and measures to be taken (Continued)

2. Environmental protection risk

In recent years policies such as the Announcement on Adjusting the Catalogue of Prohibited Commodities

in Processing Trade The 14th Five-Year (2021-2025) Plan for National Economic and Social Development of

the People’s Republic of China and the Outline of Long-term Goals for 2035 the Opinions on Accelerating the

High-Quality Development of the Manufacturing Services Industry and the Guiding Opinions on Accelerating

the Establishment and Improvement of a Green Low-Carbon and Cyclical Economic System have been issued

one after another with increasingly stringent environmental protection requirements. Such higher national

environmental protection standards will further increase the investment in pollution control by enterprises in the

industry and increase the operating costs of the Company in the short term.The Company always adheres to the development idea of “placing green development and environmentalprotection as its priority” and conducts clean production. The Company widely adopts new technologies for

energy saving and emission reduction and strives to achieve its waste emission target. At present the Company

adopts the world’s most advanced “ultrafiltration membrane+reverse osmosis membrane” technology to

complete the reclaimed water recycling membrane treatment project. The reclaimed water recycle rate reaches

more than 75%. The reclaimed water quality meets drinking water standards which can save fresh water of

170000 cubic metres every day. At the same time the Company actively explores the comprehensive utilisation

of innovative resources and industrial recycling development models and built three major circular economy

ecological chains of “resources-products-renewable resources”.

3. Risk of price fluctuation of raw materials

Wood pulp and wood chips are the major raw materials of the industry. If the prices of wood pulp and wood

chips fluctuate sharply in the future they will bring upward pressure on the production costs of enterprises

which will have a certain impact on the normal production and operation of enterprises in the industry.The Company strives to implement the development strategy of pulp and paper integration. At present

its production capacity of wood pulp has reached 4.3 million tonnes and it has cultivated a strong self-

sufficiency of wood pulp. At the same time it has established a more comprehensive supply chain management

mechanism practiced source procurement carried out long-term cooperation closely followed the price trends

of the raw materials market and strove to improve its forecasting ability in order to minimise the impact of

fluctuations in raw material prices on the Company.

42IV Management Discussion and Analysis

XI. Outlook on the future development of the Company (Continued)

(v) Risk factors likely to be faced and measures to be taken (Continued)

4. Risk of intensifying market competition

As a strategic and fundamental industry closely related to the national economy the papermaking industry

has made significant progress along with the steady development of the Chinese economy. Although the

papermaking industry has accelerated the elimination of outdated production capacity after several rounds

of environmental protection policies the industry structure has been optimised. However there remains the

phenomena of a large number of enterprises excess and scattered production capacity a large number of mid

– and low-end products and product homogeneity. The market competition is fierce.The Company will focus on improving product quality and supporting services improve process technology

strengthen research and development capabilities and enhance scientific and technological added value. Being

market-oriented it will produce products that meet market demand and enhance core competitiveness with a

view to ensuring a stable and sustainable improvement in its operating results.

5. Risk of the financial leasing business

The Company may suffer from loss if the lessees of its financial leasing business cannot make full rental

payment on time due to any reason and there are abuses on equipment or any other short-term behaviour.Although the risk of such rental being unrecoverable is minimal the Company will also make bad debt provision

as required under its accounting policy. If such amounts cannot be recovered on time the Company may be

exposed to risk of bad debts.Chenming Leasing has comprehensive risk prevention and control measures for the financial leasing business

with strong risk resistance and low risk of default. At present the Company focuses on the development of

its principal activities i.e. pulp production and paper making and continues to reduce the size of the financial

leasing business. As at the end of the reporting period the balance of financial leases of Chenming Leasing

decreased to RMB5.79 billion.

2022 ANNUAL REPORT 43IV Management Discussion and Analysis

XII. Reception of research investigations communications and interviews during the reporting

period

√ Applicable □ Not applicable

Major discussion

points and information Index of the basic

Date of reception Site of reception Way of reception Type of recipient Recipient provided particulars of the survey

2 April 2022 Panorama * Interactive Others Individuals and Investors participating Company and industry For details please

Platform for Investors institutions in the 2021 annual overview the refer to the Investor

Relationship results briefing of the Company’s 2021 Relations Activity

Company operating results and Record Sheet on

future prospects www.cninfo.com.cn

project progress etc.

4 May 2022 Meeting room of the Conference call Institutions Guosheng Securities Company’s operating For details please

Company JIC Trust Donghai conditions business refer to the Investor

Funds etc. conditions industry Relations Activity

outlook etc. for the Record Sheet on

first quarter of 2022 www.cninfo.com.cn

5 September 2022 Meeting room of the Conference call Institutions Guosheng Securities Company’s operating For details please

Company Ping An Asset conditions production refer to the Investor

Management Horizon capacity project Relations Activity

Asset GTS Fund progress etc. for the Record Sheet on

first half of 2022 www.cninfo.com.cn

16 November 2022 Panorama * Interactive Others Individuals and Investors who Corporate governance Panorama “InvestorPlatform for Investors institutions participated in development strategy relations InteractiveRelationship the 2022 Investor operating status etc. Platform” (http://

Online Collective ir.p5w.net)

Reception Day of

Listed Companies in

Shandong

44V Directors’ Report

The Directors (the “Directors”) of the Company hereby present the annual report and the audited consolidated financial statements

of the Company and the Group for the year ended 31 December 2022.I. Principal activities

Please refer to “II. Principal operations of the Company during the Reporting Period” and “IV. Analysis of principaloperations” under section IV “Management Discussion and Analysis” for details of principal activities of the Company.II. Results and profit distribution

Please refer to section XII “Financial Report” for the results of the Group for the year ended 31 December 2022.III. Dividends

During the reporting period as the domestic market demand was insufficient due to the economic environment the sales

volume of machine-made paper decreased year on year. At the same time due to the rising prices of wood chips

chemicals raw coal and other raw materials as well as energy prices the Company faced great cost pressure. The net

profit attributable to shareholders of the Company for the reporting period decreased as compared with the

corresponding period of the prior year. Considering factors such as the current macroeconomic environment and the

Company’s strategic planning the Board proposed not to pay cash dividend issue bonus shares and increase share

capital from reserves for 2022 to further reduce its liability size optimise its capital structure enhance the Company’s

financial resilience and satisfy the capital needs for among other things day-to-day production and operation and

project construction thereby enhancing risk resistance securing the sustainable and steady development of the pulp

production and paper making business the principal business of the Company and better safeguarding the long-term

interests of all shareholders subject to approval of shareholders at the forthcoming annual general meeting of the Company

held on 12 May 2023 (the “AGM”).

2022 ANNUAL REPORT 45V Directors’ Report

IV. Closure of register of members

The register of members of the Company will be closed from 9 May 2023 (Tuesday) to 12 May 2023 (Friday) (both days

inclusive) during which no transfer of shares of the Company will be registered. In order to be eligible to attend and

vote at the annual general meeting to be held on 12 May 2023 (Friday) all share transfer documents accompanied by

the corresponding share certificates must be lodged with the Company’s Hong Kong share registrar and transfer office

Computershare Hong Kong Investor Services Limited at shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road

East Wan Chai Hong Kong for registration not later than 4:30 p.m. on 8 May 2023 (Monday).V. Five-year financial summary

Please refer to “IX. Five-year financial summary under paragraph 19 of appendix 16 of the Hong Kong Listing Rules”

under section II “Company Profile and Key Financial Indicators” for the financial summary of the Company for the past five

financial years.VI. Donations

During the year the Company donated RMB805000.00 (2021: RMB1142550.00) to non-profit making organisations.VII. Subsidiaries

Please refer to “IX. Analysis of major subsidiaries and investees” under section IV “Management Discussion and Analysis”

and “XVII. Matters of significant of subsidiaries of the Company” under section VIII “Material Matters” for the details of

acquisition and disposal of subsidiaries by the Company during the year.VIII. Property plant and equipment

Please refer to “II. Financial Statements 1. Consolidated Balance Sheet” under section XII “Financial Report” for the details

of changes in property plant and equipment of the Group for the year ended 31 December 2022.IX. Share capital

Please refer to “I. Changes in shares” under section IX “Changes in Share Capital and Shareholders” for details of changes

in share capital of the Company for the year ended 31 December 2022.X. Pre-emptive rights

In accordance with the Articles of Association and the PRC laws there are no rules requiring the Company to grant existing

shareholders pre-emptive rights on newly issued shares of the Company in proportion to their shareholdings.XI. Transfer into reserves

The Company’s contributed surplus is distributable to shareholders in accordance with the Company Law. As at 31

December 2022 the Company’s reserves available for cash distribution and/or distribution in specie including contributedsurplus of the Company amounted to RMB9857716037.54 (2021: RMB9760083766.83) as set out in “II. FinancialStatements 1. Consolidated Balance Sheet” under section XII “Financial Report”.

46V Directors’ Report

XII. Directors

As at 31 December 2022 the Directors of the Company were:

1. Executive Directors

Mr. Chen Hongguo

Mr. Hu Changqing

Mr. Li Xingchun

Mr. Li Feng

Mr. Li Weixian

2. Non-executive Directors

Mr. Han Tingde

Mr. Li Chuanxuan

3. Independent Non-executive Directors

Ms. Yin Meiqun

Mr. Yang Biao

Mr. Sun Jianfei

Mr. Li Zhihui

According to the Articles of Association of the Company all Directors including non-executive Directors have been

elected at the general meetings with a term of three years from June 2022 to June 2025. They may be re-elected for

another term upon expiry of tenure. The term of office of independent non-executive Directors is the same as that of

other Directors. They may be re-elected for consecutive terms but the consecutive terms shall not be more than six

years.XIII. Directors’ and Supervisors’ service contracts

All Directors and Supervisors have entered into service contracts with the Company for a term from 15 June 2022 to 15

June 2025.None of the Directors and Supervisors who have offered themselves for re-election at the forthcoming AGM have entered

into any service contract with the Company or any of its subsidiaries which cannot be terminated by the Group within one

year without payment of compensation other than statutory compensation.

2022 ANNUAL REPORT 47V Directors’ Report

XIV. Directors and Senior Management’s remuneration and the five highest paid individuals

Details of Directors and the Senior Management’s remuneration and the five highest paid individuals of the Company or/and

its subsidiaries are set out in “V. Directors Supervisors and Senior Management” in section VI “Corporate Governance” and

“XII. Related parties and related party transactions” in section XII “Financial Report”.In 2022 the Company had 24 Senior Management members in total which included Directors Supervisors and the Senior

Management. The remuneration of the Senior Management falls within the following ranges:

Range of remuneration (RMB) Number

4.8 million to 5.2 million 1

4.0 million to 4.8 million 0

3.6 million to 4.0 million 0

3.2 million to 3.6 million 1

2.8 million to 3.2 million 0

2.4 million to 2.8 million 1

2.0 million to 2.4 million 1

1.6 million to 2.0 million 5

1.2 million to 1.6 million 1

0.8 million to 1.2 million 0

Below 0.8 million 14

XV. Independent non-executive Directors

The Company has received from each of the independent non-executive Directors a confirmation of independence for the

year pursuant to Rule 3.13 of the Hong Kong Listing Rules and considered all of the independent non-executive Directors to

be independent during the year.

48V Directors’ Report

XVI. Securities interests held by Directors Supervisors and chief executives

As at 31 December 2022 interests of the Company or its associated corporations (within the meaning of Part XV of SFO)

held by each of the Directors Supervisors and Chief Executives of the Company under section 352 of the SFO are set out

as follows:

The Company

Number of shares (A shares)

held as at the end of the

Name Position reporting period (shares)

Directors

Chen Hongguo (Note 1) Chairman and general manager 31080044

Hu Changqing Executive Director and vice chairman 3792857

Li Xingchun Executive Director and vice chairman 5000000

Li Feng Executive Director and deputy general manager 3156027

Li Weixian Executive Director and deputy general manager 1562100

Han Tingde Non-executive Director –

Li Chuanxuan Non-executive Director –

Sun Jianfei Independent non-executive Director –

Yin Meiqun Independent non-executive Director –

Yang Biao Independent non-executive Director –

Li Zhihui Independent non-executive Director –

Supervisors

Li Kang Supervisor 149300

Pan Ailing Supervisor –

Zhang Hong Supervisor –

Sang Ailing Supervisor –

Qiu Lanju Supervisor –

Associated corporations

Number of Number of

shares held at shares held at

the beginning the end of the

Name of associated of the reporting Change during reporting period

Name Position corporations period (shares) the period (+/-) (shares)

Chen Hongguo Chairman Shouguang Henglian 231000000 – 231000000

Enterprise Investment Co.Ltd. (Note 2)

Note 1: Save for the 31080044 A shares held personally Chen Hongguo is deemed to be interested in the 3861322 A shares held by his spouse

Li Xueqin.Note 2: Chen Hongguo and his spouse Li Xueqin collectively hold 76.79% equity interests in Shouguang Henglian Enterprise Investment Co.Ltd. (hereinafter referred to as “Shouguang Henglian”) as a result Shouguang Henglian is deemed to be controlled by Chen Hongguo.As a result the 231000000 shares in Chenming Holdings (approximately 18.65% of the total share capital of Chenming Holdings) held by

Shouguang Henglian is also deemed to be held by Chen Hongguo.

2022 ANNUAL REPORT 49V Directors’ Report

XVI. Securities interests held by Directors Supervisors and chief executives (Continued)

Save as disclosed above as at 31 December 2022 none of the Directors Supervisors or chief executives of the Company

had any interests or short positions in the shares underlying shares or debentures of the Company or any of its associated

corporations which were required to be filed in the register of the Company required to be maintained pursuant to section

352 of the SFO or which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the

Model Code for Securities Transactions by Directors of Listed Issuers as contained in Appendix 10 to the Rules Governing

the Listing of Securities on Hong Kong Stock Exchange (hereinafter referred to as the “Hong Kong Listing Rules”). Save

as disclosed above as at 31 December 2021 none of the Directors Supervisors or chief executives of the Company had

any interests or short positions in the shares underlying shares or debentures of the Company or any of its associated

corporations which were required to be filed in the register of the Company required to be maintained pursuant to section

352 of the SFO or which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the

Model Code for Securities Transactions by Directors of Listed Issuers as contained in Appendix 10 to the Rules Governing

the Listing of Securities on Hong Kong Stock Exchange (hereinafter referred to as the “Hong Kong Listing Rules”).As at 31 December 2022 none of the Directors Supervisors or chief executives or their respective spouses or children

under the age of 18 held or exercised any rights to subscribe for the share capital or debentures of the Company or its

associated corporations.XVII. Interests and short position of substantial shareholders in shares and underlying shares

As at 31 December 2022 the following shareholders (other than the Directors Supervisors or chief executives of the

Company) had interests or short positions in the Company’s shares and underlying shares as shown in the share register

maintained by the Company in accordance with Section 336 of the SFO (Chapter 571 of the Laws of Hong Kong):

Approximate shareholding as

a percentage of

Number of shares Total share Class of

Name held (shares) capital (%) shares (%)

Chenming Holdings Co. Ltd. 457322919A shares (L) 15.35 26.21

Chenming Holdings (Hong Kong) Limited 210717563 B shares (L) 7.07 29.83

Chenming Holdings (Hong Kong) Limited 153414000 H shares (L) 5.15 29.04

(L) – Long position (S) – Short position (P) – Lending pool

Save as disclosed above as at 31 December 2022 no other person had interests or short positions in the Company’s

shares or underlying shares as recorded in the register maintained under section 336 of the SFO.XVIII. Relationship with employees customers and suppliers

Please refer to “IX. Personnel of the Company” under section VI “Corporate Governance” and “2. (8) Sales to majorcustomers and major suppliers” of “IV. Analysis of principal operations” under section IV “Management Discussion andAnalysis” for details of the relationship between the Company and its employees customers and suppliers.XIX. Directors’ interests in material contracts and indemnity provision

None of the Company or any of its subsidiaries entered into any material contracts in which Directors or Supervisors had

significant interests (either directly or indirectly) that subsisted at the end of the financial year or at any time during the

reporting period. The Company did not have any indemnity provision in favour of any Director and Supervisor.

50V Directors’ Report

XX. Interests in competing business

None of the Directors or controlling shareholders of the Company was interested in any business which competes or is

likely to compete with the businesses of the Company and any of its subsidiaries.XXI. Directors’ rights to purchase shares or debentures

As considered and approved at the 2020 second extraordinary general meeting the 2020 first class meeting for holders

of domestic-listed shares and the 2020 first class meeting for holders of overseas-listed shares of the Company held on

15 May 2020 the Company implemented the 2020 restricted A share incentive scheme. As considered and approved at

the tenth extraordinary meeting of ninth session of the Board and the fifth extraordinary meeting of the ninth session of the

Supervisory Committee of the Company held on 29 May 2020 an aggregate of 79.6 million restricted A shares were granted

to 111 participants. In particular Mr. Chen Hongguo Mr. Hu Changqing Mr. Li Xingchun Mr. Li Feng and Mr. Li Weixian

all being Directors were granted 20 million shares 5 million shares 5 million shares 3 million shares and 2 million shares

respectively.Save for the above neither was the Company nor any of its subsidiaries a party to any arrangements to enable any Director

to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.XXII. Management contracts

No contracts concerning the management and administration of the whole or any substantial part of the business of the

Company were entered into or existed in 2022.XXIII. Major risk factors

Please refer to “(V) Risk factors likely to be faced and the measures to be taken” of “XI. Outlook on the future developmentof the Company” under section IV “Management Discussion and Analysis” for details of major risk factors of the Company.XXIV. Material matters

Please refer to section VIII “Material Matters” for details of material matters of the Company.XXV. Future development

Please refer to “(I) Overview and trends of the industry” “(II) Development strategy of the Company” “(III) Operating planfor 2023” and “(IV) Future capital requirements and source of funds” of “XI. Outlook on the future development of theCompany” under section IV “Management Discussion and Analysis” for details of future development of the Company.XXVI. Environment social and governance report and social responsibility

Please refer to section VII “Environment and social responsibility” for details of fulfilment of social responsibility. The

Company will publish the environment social and governance report as required by the Hong Kong Listing Rules on the

website of CNINFO and the website of the Hong Kong Stock Exchange on the same date as the 2022 annual report.

2022 ANNUAL REPORT 51V Directors’ Report

XXVII. Purchase sale and redemption of shares

1. Repurchase and cancellation of some restricted shares granted under the 2020 A-share Restricted

Stock Incentive Scheme

On July 18 2022 the Company convened the second extraordinary meeting of the tenth session of the Board and the

first extraordinary meeting of the tenth session of the Supervisory Committee at which the Company considered and

approved the Resolution on the Adjustment to the Repurchase Price of the 2020 Restricted A Share Incentive Scheme

and Repurchase and Cancellation of Certain Restricted Shares. In view of the fact that 15 of the proposed participants

of the Company’s 2020 Restricted A Share Incentive Scheme failed to comply with the unlocking conditions of the

2020 Restricted A Share Incentive Scheme (Draft) due to among others resignation change of duty and removal from

office. According to the authorisation granted at the 2020 second extraordinary general meeting the 2020 first class

meeting for holders of domestic-listed shares and the 2020 first class meeting for holders of overseas-listed shares

of the Company the Board will repurchase and cancel certain restricted shares granted to the persons mentioned

above but not yet unlocked with a repurchase of 4466000 shares at a repurchase price of RMB2.5184172 per share.Calculated based on the repurchase price plus bank loan interest for the same period the total amount of repurchase

payment was RMB12.3669 million. On 18 October 2022 the Company completed the repurchase and cancellation

procedures of the 4466000 restricted A shares at the Shenzhen Branch of China Securities Depository and Clearing

Corporation Limited.Save for the above the Company and its subsidiaries did not purchase sell or redeem any listed securities of the

Company during the reporting period.XXVIII. Sufficiency of public float

During the reporting period based on the information that is publicly available to the Company and within the knowledge

of the Directors the Company maintained a sufficient prescribed amount of public float as required under the Hong Kong

Listing Rules.XXIX. Review of the Audit Committee

The audited consolidated financial statements of the Company for the year ended 31 December 2022 have been reviewed

by the Audit Committee of the Company.XXX. Gearing ratio

As at 31 December 2022 the Company’s gearing ratio (including minority interest) was 60.88% representing a decrease of

0.67 percentage point from 61.55% for 2021.

The ratio was calculated as: total borrowings/total assets (whereas total borrowings represent borrowings due within one

year borrowings due after one year short-term commercial paper and medium and long-term notes and others).

52V Directors’ Report

XXXI. Going concern basis

Established in 1958 the Company is a leading paper making enterprise in China and one of the top 500 Chinese

enterprises. It is also a modern large-scale comprehensive conglomerate mainly engaged in pulp production and paper

making. It has production bases in Shandong Guangdong Hubei Jiangxi Jilin and others which deliver annual pulp and

paper production capacity of over 11000000 tonnes. As a large integrated pulp and paper enterprise in China that achieves

a complete balance of pulp production and paper making the Company have maintained a leading position among its

industry peers for over 20 consecutive years in terms of its main indicators of corporate economic efficiency.The Company has good sustainable profitability. In 2022 the Company realised revenue of RMB32004 million net profit of

RMB317 million and net cash inflows from operating activities of RMB36219 million.In compiling the accounts for the year ended 31 December 2022 the Directors have chosen and thoroughly applied the

appropriate accounting policies with due and reasonable judgement and estimates having been made and prepared the

accounts on a going concern basis. The auditor of the Company has prepared the 2022 annual financial report on a going

concern basis and has issued a standard unqualified audit opinion (see Financial Report section).Therefore the Board believes the Company has the ability to continue as a going concern.XXXII. Connected transactions

On 30 March 2022 each of Qingdao Chenming Nonghai Financial Leasing Co. Ltd. (“Qingdao Chenming”) and Chenming

Leasing both are the indirect wholly-owned subsidiaries of the Company entered into a loan transfer agreement with

Kunpeng Asset Management Co. Ltd. (“Kunpeng Asset”) pursuant to which each of Qingdao Chenming and Chenming

Leasing intended to sell the loans with a total carrying amount of approximately RMB305 million to Kunpeng Asset at a total

consideration of RMB304 million.Chenming Holdings is a connected person of the Company. As Qinghai Chenming Industrial Co. Ltd. is owned as to 67%

by Chenming Holdings and Kunpeng Asset is owned as to 51% by the former Kunpeng Asset is also a connected person

of the Company. Accordingly the transactions under these loan transfer agreements constitute connected transactions of

the Company under Chapter 14A of the Listing Rules.The Board believes that the disposal of the loans can improve the asset management efficiency of the Company further

reduce the size of the financial leasing business accelerate the capital recovery of the financial leasing business of the

Company enhance the liquidity of the assets of the Company and improve the asset-liability structure and operating cash

flows which will in turn provide financial support for the sound business development of the Company and is conducive to

promoting the business development of the Company.For details please refer to the announcement dated 30 March 2022 of the Company.Save as disclosed above for the year ended 31 December 2022 the Group did not enter into any connected transaction

required under the Listing Rules of the Stock Exchange. The related party transactions entered into by the Group during the

year ended 31 December 2022 are set out in Note XII to the financial statements. Save as disclosed above these related

party transactions do not constitute connected transactions or continuing connected transactions (as defined in the Listing

Rules of the Stock Exchange) of the Group.

2022 ANNUAL REPORT 53V Directors’ Report

XXXIII. Major investment acquisition and disposal

During the year ended 31 December 2022 the Group entered into the following major transaction agreements.

1. Entering into capital contribution agreement for the introduction of investors to contribute capital to

Zhanjiang Chenming

On 27 June 2022 the Company CDB Development Fund Co. Ltd. Beijing Chuanfa Investment Management Co.Ltd. Xiamen International Trade Industry Development Equity Investment Fund Partnership (Limited Partnership) and

Zhanjiang Chenming entered into a capital contribution agreement pursuant to which Xiamen International Trade

Industry Development Equity Investment Fund Partnership (Limited Partnership) agreed to inject capital in an amount

of RMB400000000 to Zhanjiang Chenming pursuant to the terms and conditions under the capital contribution

agreement.On 28 July 2022 the Company BOCOM Financial Assets Investment Co. Ltd. and Zhanjiang Chenming entered into

a capital contribution agreement pursuant to which BOCOM Financial Assets Investment Co. Ltd. agreed to inject

capital in a total amount of RMB500000000 to Zhanjiang Chenming pursuant to the terms and conditions under the

capital increase agreement. On the same date the Company Jiaohui Chenming Zhuli (Suzhou) Emerging Industry

Development Fund Partnership (Limited Partnership) and Zhanjiang Chenming entered into a capital contribution

agreement pursuant to which Jiaohui Chenming Zhuli (Suzhou) Emerging Industry Development Fund Partnership

(Limited Partnership) agreed to inject capital in a total amount of RMB500000000 to Zhanjiang Chenming pursuant

to the terms and conditions of the capital increase agreement.For details please refer to the announcements of the Company dated 27 June 2022 and 28 July 2022.

54V Directors’ Report

XXXIII. Major investment acquisition and disposal (Continued)

2. Purchase of Assets by issue of consideration shares and cash payment

On 21 November 2022 the Company and Dongxing Securities Investment Co. Ltd. entered into the Agreement

on Assets Purchase by Issuance of Shares pursuant to which the Company conditionally purchased 1.19% equity

interest in Shouguang Meilun held by Dongxing Securities Investment Co. Ltd. On the same date the Company

Chenming Investment Chongqing International Trust Inc. and Chenming (Qingdao) Asset Management Co. Ltd.entered into the Agreement on Asset Purchase by Issuance of Shares and Cash Payment pursuant to which

the Company conditionally purchased 44.44% limited partnership share in Chenrong Fund held by Chongqing

International Trust Inc. and Chenming Investment purchase 0.22% general partnership share in Chenrong Fund held

by Chenming (Qingdao) Asset Management Co. Ltd. by cash payment. The shares issued for the asset purchase by

the issuance of shares are domestic-listed RMB ordinary shares (A shares) with a par value of RMB1.00 per share.The pricing benchmark date for the asset purchase by the issuance of shares is the announcement date of the first

resolution of the Board to consider the transactions. Under amicable negotiations among the parties the price of the

asset purchase by the issuance of shares was set at RMB4.42/share.The benchmark date for the audit and valuation of the subject assets involved in this transaction is 30 September

2022. As at the end of this reporting period the audit and valuation work was not completed. The transaction price

of the subject assets of the transactions will be based on the results of the valuation report issued by the valuation

agency and filed with the state-owned assets supervision and administration institution or its authorised unit

determined through negotiations by the parties to the transactions and agreed by the parties through signing a

supplementary agreement. The final number of the shares to be issued is subject to the number approved by the

CSRC. Should there be any distribution of dividend issue of bonus shares conversion of capital reserve into share

capital of the Company from the pricing benchmark date to the issue date of the issuance the issue price will be

adjusted accordingly in accordance with the relevant rules of Shenzhen Stock Exchange and the number of shares

issued will also be adjusted accordingly.For details please refer to the announcement of the Company dated 21 November 2022.

3. Concluded a partnership agreement on the establishment of a limited partnership enterprise

On 21 November 2022 Shouguang Jintou Asset Management Co. Ltd. (the general partner) Shouguang Xianglin

Enterprise Management Co. Ltd. (a limited partner) and Shandong Jinming Trade Co. Ltd. (a limited partner) entered

into a partnership agreement in relation to the establishment of a limited partnership with Shanghai Chenming

Financial Leasing Co. Ltd. (a limited partner) a subsidiary of the Company and Jiangxi Chenming (a limited partner).The name of the limited partnership is Shouguang Jintou Industrial Investment Partnership (Limited Partnership)

(tentative name subject to industrial and commercial registration) and the total capital contribution to be made by

all partners is RMB4.761 billion of which Shouguang Jintou Asset Management Co. Ltd. made cash contribution

of RMB1 million Shouguang Xianglin Enterprise Management Co. Ltd. made cash contribution of RMB1.2 billion

Shandong Jinming Trade Co. Ltd. made cash contribution of RMB1 million Shanghai Chenming Financial Leasing

Co. Ltd. made contribution of its creditor’s rights in accounts receivable arising from the financial leasing business

with an appraised value of RMB1.16 billion and Jiangxi Chenming made cash contribution of RMB1.2 billion.For details please refer to the announcement of the Company dated 21 November 2022.XXXIV. Tax relief

The Company is not aware of any tax relief available to shareholders as a result of holding securities of the Company.

2022 ANNUAL REPORT 55VI Corporate Governance

I. Corporate governance in practice

Taking the actual situation of the Company into account the Company continuously improved its legal person governance

structure strengthened its internal control system proactively organised Directors Supervisors and the Senior Management

of the Company to attend the special training sessions of the regulatory departments to enhance their competence andcontinuously strengthened its information disclosure in strict compliance with the requirements of the Company Law 《( 公司法》) the Securities Law 《( 證券法》) the Code of Corporate Governance for Listed Companies 《( 上市公司治理準則》) the

Rules Governing Listing of Stocks on Shenzhen Stock Exchange《 ( 深圳證券交易所股票上市規則》) the Listing Rules of Hong

Kong Stock Exchange and the related requirements as required by the CSRC thereby further enhancing the standardised

operation level of the Company.As of the end of the reporting period the actual practice of corporate governance complied with the requirements of the

regulatory documents issued by the CSRC regarding the governance of listed companies.(I) Shareholders and general meeting

The Company regulates the convening holding and proceedings of shareholder meetings in strict compliance with the

requirements of the Rules Governing Shareholders’ General Meetings of Listed Companies the Articles of Association

and the Company’s Rules of Procedure of the General Meeting of Shareholders and both on-site voting and online

voting are provided as channels to participate in such meetings. Where material matters which affect the interests of

minority shareholders are considered the votes by minority shareholders are counted separately to ensure that the

minority shareholders enjoy equal status and all shareholders can exercise their rights in full. During the reporting

period the general meetings convened by the Company were witnessed by lawyers with issue of their legal opinions

to effectively safeguard the legitimate rights and interests of the listed company and all shareholders.(II) Controlling shareholder and the listed company

During the reporting period the Company remained independent of its controlling shareholder beneficial controllers

and related parties in terms of its business assets finance personnel and organisations and the Board the

Supervisory Committee and internal departments of the Company operated independently which complied with the

relevant provisions of the CSRC on the independence of listed companies. The controlling shareholder and beneficial

controllers strictly regulated their behaviour and exercised their rights and performed their obligations in accordance

with the laws and there was no appropriation of capital and assets of the Company by the controlling shareholder

beneficial controllers and their related parties.(III) Directors and the Board

The Board of the Company has a total of 11 Directors of which 4 are independent Directors. They are professionals

with professional knowledge in finance law management etc. ensuring the quality and level of decision-making

by the Board. During the reporting period the Board held a total of 12 meetings and the convening and holding

of Board meetings were in strict compliance with the Articles of Association and the Rules of Procedure of Board

Meetings and other relevant provisions. Directors of the Company were able to diligently perform their duties. They

attended meetings on time and reviewed each proposal earnestly which had pivotal impact on decision in corporate

governance. Independent Directors performed their duties independently and expressed their independent opinions

on material matters which solidly safeguarded the interests of the Company and the investing public.The four special committees under the Board of the Company namely the Strategic Committee the Audit Committee

the Nomination Committee and the Remuneration and Assessment Committee performed their duties normally and

provided scientific and professional opinions for the decision-making of the Board during the reporting period.

56VI Corporate Governance

I. Corporate governance in practice (Continued)

(IV) Supervisors and the Supervisory Committee

The Supervisory Committee of the Company has a total of 5 Supervisors including 3 shareholder representative

Supervisors and 2 employee representative Supervisors. During the reporting period the Supervisory Committee

of the Company held a total of 8 meetings. The Supervisory Committee strictly followed the requirement of relevant

laws and regulations including the Company Law the Articles of Associations and the Rules of Procedure of the

Supervisory Committee in fulfilling its duties. In the spirit of being accountable to the shareholders and the Company

the Supervisory Committee independently and effectively exercised its supervision and inspection functions to

supervise the Company’s operation and management decision-making procedures financial position and the duty of

care and diligence of the Company’s Directors and Senior Management so as to safeguard the legitimate interests of

the Company and the shareholders.(V) Information disclosure and transparency

The Company earnestly fulfils its information disclosure obligation and makes true accurate timely complete and

fair disclosure in respect of the Company’s information without false information misleading statement or material

omission in accordance with the requirements of the Articles of Association Rules Governing the Listing of Stocks

on Shenzhen Stock Exchange the Listing Rules of Hong Kong Stock Exchange and relevant laws and regulations

of the CSRC. During the reporting period the Company issued a total of more than 160 periodic reports interim

announcements and related documents through the designated information disclosure media and a total of more

than 180 periodic reports interim announcements and related documents through the website of the Hong Kong

Stock Exchange ensuring that all shareholders had fair access to company-related information and had full right to

know.(VI) Prevention and control of insider informationDuring the reporting period the Company strictly complied the provisions of the “Registration Management Systemof Personnel with Insider Information” to strengthen the confidentiality of insider information and improve the

registration and management of personnel with insider information. The Directors Supervisors Senior Management

and other related personnel of the Company were able to strictly observe their confidentiality obligations throughout

the preparation of periodic reports temporary announcements and the planning of major events. There was no case

where insiders use inside information to buy and sell company shares before the disclosure of material and sensitive

information that affects the stock price of the Company and there is no case where they are investigated by the

regulatory authorities.(VII) Relevant stakeholders

During the reporting period the Company always insisted on honest operation and was able to fully respect and

safeguard the legitimate rights and interests of stakeholders such as bankers and other creditors employees

suppliers and consumers strengthened communication and exchange with all parties and actively cooperate to

jointly promote the sustainable stable and healthy development of the Company.Any material non-compliance of the laws administrative regulations and the regulatory documents on the governance

of listed companies issued by the CSRC in respect of actual governance of the Company

□ Yes √ No

There was no material non-compliance of the laws administrative regulations and the regulatory documents on the

governance of listed companies issued by the CSRC in respect of the actual governance of the Company.

2022 ANNUAL REPORT 57VI Corporate Governance

II. Particulars about the independence in terms of assets personnel finance organisations

and business from the controlling shareholder and beneficial controllers

The Company was completely separated from the controlling shareholder in terms of business personnel assets

organisations and finance. The Company had a comprehensive internal structure independent and complete businesses as

well as the capability of self-operation.

1. In terms of business: the Company had its own R&D production procurement and sales system and was completely

independent of controlling shareholder in terms of business. The controlling shareholder and its other subsidiaries

were not competitors of the Company in the same industry.

2. In terms of personnel: the Company had an independent workforce and had established independent departments

including the research and development department production department administration department finance

department procurement department and sales department. The Company had also established a comprehensive

management system with respect to labour personnel and salary. Personnel of the Company were independent of

the controlling shareholder. The Company’s Chairman was elected at the general meeting while the general manager

deputy general manager secretary to the Board chief financial officer and other Senior Management members all

worked at and received remuneration from the Company. They did not receive remuneration from related companies

of the controlling shareholder nor did they serve at any position therein other than a director or supervisor. The

appointment of the Company’s Directors Supervisors and Senior Management was conducted through legal

procedures and in strict compliance with the relevant requirements of Company Law and the Articles of Association.None of the controlling shareholders interfered with the Company’s Board or the appointment and dismissal

decisions at general meetings.

3. In terms of assets: the title relationship between the Company and the controlling shareholder was clear and the

Company’s funds assets and other resources were not illegally occupied or dominated by the controlling shareholder.The Company’s assets were complete and possessed production equipment auxiliary production equipment

patents and other assets that were in line with its production and operation scope. The Company had complete

control and dominance over all assets.

4. In terms of organisations: the Board Supervisory Committee management and other internal organisations of the

Company operated independently. Each functional department was completely separated from the controlling

shareholder in terms of authority personnel etc. There was no subordinate relationship between the controlling

shareholder and its functional departments and the Company and its functional departments. The Company’s

independence in terms of its production operation and management was not affected by the controlling shareholder.

5. In terms of finance: the Company had its own finance department accounting and auditing system and financial

management system and was able to make independent financial decisions with a standardised financial accounting

system and financial management system for subsidiaries. None of the controlling shareholders interfered with the

Company’s finance and accounting activities. The Company had a separate account in a commercial bank and there

was no sharing of bank accounts with the controlling shareholder. The Company reported on tax return and fulfilled its

tax obligations independently in accordance with the law.III. Competition in the industry

□ Applicable √ Not applicable

58VI Corporate Governance

IV. Annual general meeting and extraordinary general meeting convened during the reporting

period

1. General meetings during the reporting period

Attendance rate

Meeting Type of meeting of investors Convening date Disclosure date Resolutions of meeting

2021 annual general Annual general 20.22% 11 May 2022 12 May 2022 http://www.cninfo.com.

meeting meeting cn (announcement no.:

2022-032)

2022 first extraordinary Extraordinary general 19.81% 15 June 2022 16 June 2022 http://www.cninfo.com.

general meeting meeting cn (announcement no.:

2022-049)

2022 second Extraordinary general 20.85% 23 December 24 December http://www.cninfo.com.

extraordinary general meeting 2022 2022 cn (announcement no.:

meeting 2022-096)

2. Extraordinary general meeting requested by holders of the preference shares with voting right

restored

□ Applicable √ Not applicable

2022 ANNUAL REPORT 59VI Corporate Governance

V. Directors Supervisors and Senior Management

1. General information

Increase in Decrease in

Shareholding the number the number Shareholding

at the of shares of shares at the

Date of beginning of held during held during Other end of

Status of the beginning Date of the the period the period the period changes the period Reason for

Name Position office Gender Age of the term end of the term (shares) (shares) (shares) (shares) (shares) changes

Chen Hongguo Chairman In office M 58 6 September 15 June 2025 31080044 0 0 0 31080044 N/A

2001

General manager 15 June 2022 15 June 2025

Hu Changqing Vice chairman In office M 57 23 June 2018 15 June 2025 5042857 0 1250000 0 3792857 Personal capital

needs

Li Xingchun Vice chairman In office M 57 11 June 2019 15 June 2025 5000000 0 0 0 5000000 N/A

Li Feng Director In office M 49 19 June 2020 15 June 2025 3906027 0 750000 0 3156027 Personal capital

needs

Deputy general 15 June 2022 15 June 2025

manager

Li Weixian Director In office M 41 15 June 2022 15 June 2025 2240200 0 678100 0 1562100 Personal capital

needs

Deputy general 6 November 15 June 2025

manager 2019

Han Tingde Director In office M 54 11 June 2019 15 June 2025 0 0 0 0 0 N/A

Li Chuanxuan Director In office M 45 11 June 2019 15 June 2025 0 0 0 0 0 N/A

Li Zhihui Independent In office M 64 15 June 2022 15 June 2025 0 0 0 0 0 N/A

Director

Sun Jianfei Independent In office M 50 11 June 2019 15 June 2025 0 0 0 0 0 N/A

Director

Yin Meiqun Independent In office F 52 11 June 2019 15 June 2025 0 0 0 0 0 N/A

Director

Yang Biao Independent In office M 43 11 June 2019 15 June 2025 0 0 0 0 0 N/A

Director

Li Kang Supervisor In office F 41 27 July 2020 15 June 2025 149300 0 0 0 149300 N/A

Chairman of the 15 June 2022 15 June 2025

Supervisory

Committee

Pan Ailing Supervisor In office F 58 11 June 2019 15 June 2025 0 0 0 0 0 N/A

Zhang Hong Supervisor In office F 58 11 June 2019 15 June 2025 0 0 0 0 0 N/A

Qiu Lanju Supervisor In office F 49 11 June 2019 15 June 2025 0 0 0 0 0 N/A

Sang Ailing Supervisor In office F 44 19 April 2021 15 June 2025 0 0 0 0 0 N/A

Li Xueqin Deputy general In office F 57 18 March 2003 15 June 2025 3861322 0 0 0 3861322 N/A

manager

Li Zhenzhong Deputy general In office M 49 20 March 2011 15 June 2025 2113000 0 166600 0 1946400 Personal capital

manager needs

Li Mingtang Deputy general In office M 55 15 June 2022 15 June 2025 1000000 0 250000 0 750000 Personal capital

manager needs

Ge Guangming Deputy general In office M 52 15 June 2022 15 June 2025 0 0 0 0 0 N/A

manager

Dong Lianming Financial In office M 48 12 October 15 June 2025 1069600 0 210000 0 859600 Personal capital

controller 2018 needs

Yuan Xikun Secretary to the In office M 37 16 May 2018 15 June 2025 344700 0 0 0 344700 N/A

Board

Chu Hon Leung Hong Kong In office M 40 11 June 2019 15 June 2025 0 0 0 0 0 N/A

company

secretary

Chen Gang General manager Resigned M 50 8 August 2021 15 June 2022 1139700 0 200000 0 939700 Personal capital

needs

Total - - - - - - 56946750 0 3504700 0 53442050 -

During the reporting period did any Director and Supervisor resign and was any member of the Senior Management

dismissed during their term of office

□ Yes √ No

60VI Corporate Governance

V. Directors Supervisors and Senior Management (Continued)

1. General information (Continued)

Changes of Directors Supervisors and Senior Management of the Company

√ Applicable □ Not applicable

Name Position Type Date Reason

Li Weixian Director Elected 15 June 2022 Election of the new session and elected as a

Director of the tenth session of the Board at

the 2022 first extraordinary general meeting.Li Zhihui Independent Elected 15 June 2022 Election of the new session and elected as an

Director independent Director of the tenth session

of the Board at the 2022 first extraordinary

general meeting.Li Kang Chairman of the Elected 15 June 2022 Elected as the chairman of the Supervisory

Supervisory Committee at the first meeting of the tenth

Committee session of the Supervisory Committee.Chen Hongguo General manager Appointed 15 June 2022 Appointed as the general manager of the

Company at the first meeting of the tenth

session of the Board.Li Feng Deputy general Appointed 15 June 2022 Appointed as a deputy general manager of the

manager Company at the first meeting of the tenth

session of the Board.Li Mingtang Deputy general Appointed 15 June 2022 Appointed as a deputy general manager of the

manager Company at the first meeting of the tenth

session of the Board.Ge Guangming Deputy general Appointed 15 June 2022 Appointed as a deputy general manager of the

manager Company at the first meeting of the tenth

session of the Board.Chen Gang General manager Resigned upon 15 June 2022 Resigned upon expiry of the term

expiry of the

term

2022 ANNUAL REPORT 61VI Corporate Governance

V. Directors Supervisors and Senior Management (Continued)

2. Employment

Professional background major working experiences and current duties at the Company of Directors Supervisors

and the Senior Management

1. Brief biographies of Directors

(1) Brief biographies of executive Directors

Mr. Chen Hongguo is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He is

a senior economist and holds the titles including Nationwide Light Industry Top Ten Youth Experts (全國輕

工系統十佳傑出青年崗位能手) Labour Medal on Enriching Shandong Province (山東省富民興魯勞動獎章獲

得者) Excellent Entrepreneur of Shandong Province (山東省優秀企業家) Nationwide May 1st Labor Medal

(全國五一勞動獎章獲得者) Nationwide Excellent Entrepreneur (全國優秀創業企業家) and USA RISI CEO of

the Year (美國銳思“年度最佳 CEO 獎”). He is vice chairman of the China National Light Industry Council.He joined the Company in 1987 and had held positions including chief officer of manufacturing section

chief officer of branch factory deputy general manager Director of the Company and the chairman of

Wuhan Chenming. He is currently the chairman and general manager of Chenming Holdings the chairman

and general manager of the Company and a Party Committee Secretary. Mr. Chen Hongguo is the spouse

of Ms. Li Xueqin a deputy general manager of the Company.Mr. Hu Changqing is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He

joined the Company in 1987. He had held various positions in the Company such as the chief of the

technological reform department the chief officer of branch factory and the deputy general manager. He

is currently a director of Chenming Holdings and a vice chairman of the Company.Mr. Li Xingchun holds a doctorate from School of Engineering Management and Engineering at Nanjing

University and is a visiting professor of Shanghai Finance University. He has successively worked in

Ctrip.com Fuyou Securities Co. Ltd. (富友證券有限責任公司) and Western Development Holdings Co.Ltd. accumulating more than 30 years of experience in industry securities trust and other fields. He is

currently the chairman of Leadbank Technology Ltd. director of Western Leadbank Fund Management

Co. Ltd. independent director of Huadian International Power Co. Ltd. chairman of Kunpeng Asset

Management Co. Ltd. and a vice chairman of the Company.Mr. Li Feng is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He joined

the Company in 1992 and had held different positions including the chief officer of manufacturing section

and assistant to the general manager of the Company chairman marketing director deputy general

manager and general manager of Wuhan Chenming. He is currently a director of Chenming Holdings and

an executive Director and deputy general manager of the Company. Mr. Li Feng is the younger brother of

Ms. Li Xueqin a deputy general manager of the Company.Mr. Li Weixian graduated with a postgraduate degree. He joined the Company in 2002 and served as the

deputy manager of a sales company of the Company manager of a sales company general manager of

Jiangsu district of a sales company chairman of a household paper company product general manager

deputy marketing director and marketing director of a sales company the general manager of the Group

and chairman of the financial division of a group. He is currently an executive Director and deputy general

manager of the Company.

62VI Corporate Governance

V. Directors Supervisors and Senior Management (Continued)

2. Employment (Continued)

1. Brief biographies of Directors (Continued)

(2) Brief biographies of non-executive Directors

Mr. Han Tingde graduated with a bachelor’s degree. He was the deputy general manager and the general

manager of operational department of Jinan Liaocheng and Linyi offices of Shandong Securities Co.Ltd. the deputy general manager and the general manager of operational department of Zibo and Jinan

offices of Tiantong Securities Co. Ltd. in China the general manager of each of the customer service

department the brokerage headquarters and the legal affairs department as well as a deputy general

manager of the retail headquarters of Zhongtai Securities Co. Ltd. etc. He is currently the manager of the

bond business department of Hengtai Changcai Securities Co. Ltd. and a non-executive Director of the

Company.Mr. Li Chuanxuan holds a doctorate in law. He is a professor at Fudan University Shanghai. From 2008

to 2012 he was a lecturer in the Law School of Fudan University. From 2012 to 2013 he was a visiting

scholar of the Law School of Columbia University in the United States focusing on the research on green

finance laws and policies. He is currently the secretary general of the Environmental and Resources

Protection Law Society of Shanghai Law Society (上海市法學會環境和資源保護法研究會) the director

of the Chinese Society of Environmental and Resources Law (中國法學會環境資源法研究會) and an

appraisal expert of environmental damage forensics in China. He has been selected into the Shanghai

Pujiang Talent Programme. He has been in charge of and undertook over 10 national and provincial

scientific research projects. Moreover he has participated in the drafting of several laws and regulations

of different legislatures including the Standing Committee of the National People’s Congress the Ministry

of Ecology and Environment and Shanghai National People’s Congress. He concurrently serves as a

director of Jiangsu Guanlian New Material Technology Co. Ltd. and is currently a non-executive Director

of the Company.

(3) Brief biographies of independent non-executive Directors

Mr. Li Zhihui holds a doctorate degree in economics and is a professor and advisor to doctoral students.He currently serves as the head of the Institute of Finance the School of Economics Nankai University

a director of the China Society for Finance and Banking a director of the China International Finance

Society a member of the China Financial Publishing House’s teaching material editorial committee and

a visiting professor at Tianjin Foreign Studies University. He also serves as an independent director of

Shandong Gold Futures Co. Ltd. a director of Henan Anyang Shangdu Rural Commercial Bank Co. Ltd.an independent director of Henan Yiyang Rural Commercial Bank Co. Ltd. an external director of Xinxing

Heavy Industries Group Co. Ltd. and an external supervisor of Dezhou Bank Co. Ltd. He is currently an

independent Director of the Company.

2022 ANNUAL REPORT 63VI Corporate Governance

V. Directors Supervisors and Senior Management (Continued)

2. Employment (Continued)

1. Brief biographies of Directors (Continued)

(3) Brief biographies of independent non-executive Directors (Continued)

Mr. Sun Jianfei holds a doctorate in finance and is a professor. He was a lecturer at University of

Nevada Reno and concurrently served as the consultant of hedge funds such as Eagle Peak Fund LP.From August 2010 to February 2017 he was an assistant professor at Antai College of Economics &

Management Shanghai Jiao Tong University. He was selected in the National Academic Leadership

Talent Programme in Accounting (Standby List) (全國學術類會計領軍(後備)人才項目) organised by the

Ministry of Finance as well as the Shanghai Pujiang Talent Programme. From February 2017 to August

2020 he was a professor at the Institute for Social and Economic Research of Nanjing Audit University

and a part-time professor at Antai College of Economics & Management and Advanced Institute of

Finance Shanghai Jiao Tong University. He is currently an Associate professor of Shanghai Advanced

Institute of Finance of Shanghai Jiao Tong University supervisor of Boyang (Shanghai) Energy Technology

Co. Ltd. independent director of Nanya New Material Technology Co. Ltd. independent director of

Suzhou Tianwo Technology Co. Ltd. independent director of Cubic Digital Technology Co. Ltd. and an

independent Director of the Company.Mr. Yang Biao holds a doctorate in law and is currently a professor and advisor to doctoral students. He

is current a professor of the School of Law of Sun Yat-sen University. He is among others one of the

“Guangzhou Top Ten Young and Middle-aged Jurists” an outstanding young talent in the “GuangdongSpecial Support Programme” a selected member in the “Double Thousand Plan (雙千計劃)” of theMinistry of Education and the Central Politics and Law Committee a training candidate in the “Thousand-Hundred-Ten project (千百十工程)” for universities in Guangdong Province a member of the first council

of the Civil Prosecution Professional Committee of the Procuratorial Research Association of the China

Law Society a member of the Expert Advisory Committee to Guangdong People’s Procuratorate a

supervisory member and judicial advisory expert of the Standing Committee of Guangzhou People’s

Congress an expert certified in Major Administrative Decision-Making and Argumentation in Guangzhou

and a member of the Expert Committee of the Department of Emergency Management of Guangdong

Province. He has also served as an independent director of Guangdong Tianhe Agricultural Resources

Co. Ltd. an independent director of Qiaoyi Logistics Co. Ltd. an external director of Science City

(Guangzhou) Investment Group Co. Ltd. a director of Guangzhou Zhongda Nansha Technology

Innovation Industrial Park Co. Ltd. a director of Guangzhou Zhongda Intellectual Property Service

Co. Ltd. an external supervisor of Dongguan Rural Commercial Bank Co. Ltd. and a supervisor of

Guangzhou Chuanwen Education Consulting Co. Ltd. He is currently an independent Director of the

Company.Ms. Yin Meiqun holds a doctorate in accounting and is a professor an advisor to doctoral students and a

certified public accountant in China. She paid academic visits to Sweden Finland Denmark and the Iowa

State University in the United States. From July 1993 to June 2007 she was a professor in the department

of accounting at Harbin University of Science and Technology. From July 2007 to August 2021 she was

a professor of Beijing International Studies University. She is currently a professor of China University of

Political Science and Law a representative of the 15th Beijing Municipal People’s Congress a member

of the Accounting Education Committee of the Accounting Society of China a council member of the

Accounting Society of China a member of the IMA China Management Accounting Expert Committee an

independent director of Beijing Life Insurance Co. Ltd and an independent director of China Best Group

Holding Limited. She is currently an independent Director of the Company.

64VI Corporate Governance

V. Directors Supervisors and Senior Management (Continued)

2. Employment (Continued)

2. Brief biographies of Supervisors

Ms. Li Kang is a member of the Communist Party of the PRC. She holds a bachelor’s degree. She joined the

Company in 2001. She has successively served as the section chief deputy minister minister assistant to the

general manager of the management section of purchasing department and deputy financial controller of the

Company. She is currently the chairman of the Supervisory Committee of the Company responsible for the

management of the audit department.Ms. Pan Ailing is a Ph.D. in Economics and holds a post-doctoral degree in Financial Management. She is

currently a level-2 professor of the School of Management an advisor to doctoral students and the chief of

the Investment and Financing Research Centre (投融資研究中心) in Shandong University and a non-practising

member of CICPA (Chinese Institute of Certified Public Accountants). She is also the vice chairperson of the

Accounting Institute Shandong Province (山東省會計學會) a council member of Shandong Comparative

Management Association a visiting scholar at University of Connecticut in the United States and a state-level

candidate for the New Century Ten Million Talents Project (新世紀“百千萬人才工程”). She is a specialist entitled

to the State Council Special Allowance (國務院政府特貼專家) and a special expert of the Taishan Scholar. She

is the chief expert of the Major Tender Projects of National Social and Science Fund (國家社科基金重大招標課題

首席專家). She has finished various research projects at national and provincial level. She is also an independent

director of Shandong Xinhua Medical Equipment Co. Ltd. and an independent director of Shandong Sunway

Chemical Group Co. Ltd. She is currently a Supervisor of the Company.Ms. Zhang Hong holds a doctoral degree in Economics and is currently a professor and advisor to doctoral

students at Shandong University head of a multinational corporation research institute a non-practising

member of the Chinese Institute of Certified Public Accountants a director of China Association of International

Trade a director of Shandong Province External Trade Association an independent director of Shandong Hi-

speed Road & Bridge Group Co. Ltd. an independent director of Vosges Group Co. Ltd. an independent

director of China National Heavy Duty Truck Group Jinan Truck Co. Ltd. and an independent director of Cisen

Pharmaceutical Co. Ltd. She is currently a Supervisor of the Company.Ms. Qiu Lanju graduated with a diploma. She joined the Company in 1995 and served as the deputy chief of

the price audit section of the Company’s inspection department the chief of the implementation section of the

procurement department the chief of the general management section of the procurement department and

the director of the procurement department. She is currently an employee representative Supervisor of the

Company responsible for the management of the human resources department.Ms. Sang Ailing holds a bachelor’s degree and is a member of the Communist Party of the PRC. She joined the

Company in 2000 and served as the chief of the personnel management section of the marketing department

of a sales company the deputy director and director of the marketing department of a sales company etc. She

is currently a deputy director of the marketing department of the Company and an employee representative

Supervisor of the Company.

2022 ANNUAL REPORT 65VI Corporate Governance

V. Directors Supervisors and Senior Management (Continued)

2. Employment (Continued)

3. Brief biographies of Senior Management

Mr. Chen Hongguo is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He is a

senior economist and holds the titles including Nationwide Light Industry Top Ten Youth Experts (全國輕工系

統十佳傑出青年崗位能手) Labour Medal on Enriching Shandong Province (山東省富民興魯勞動獎章獲得者)

Excellent Entrepreneur of Shandong Province (山東省優秀企業家) Nationwide May 1st Labor Medal (全國五

一勞動獎章獲得者) Nationwide Excellent Entrepreneur (全國優秀創業企業家) and USA RISI CEO of the Year

(美國銳思“年度最佳 CEO 獎”). He is a vice chairman of the China National Light Industry Council. He joined

the Company in 1987 and had held positions including chief officer of manufacturing section chief officer of

branch factory deputy general manager Director of the Company and the chairman of Wuhan Chenming. He

is currently the chairman and general manager of Chenming Holdings the chairman and general manager of

the Company and a Party Committee Secretary. Mr. Chen Hongguo is the spouse of Ms. Li Xueqin a deputy

general manager of the Company.Ms. Li Xueqin is a member of the Communist Party of the PRC. She holds a bachelor’s degree. She wassuccessively awarded titles including “Model Worker in Shandong Province (山東省勞動模範) Model Workerin the Country (全國勞動模範) and Nationwide May 1st Labour Medal (全國五一勞動獎章)” and a deputy of

the Tenth Eleventh Twelfth and Thirteenth National People’s Congress. She joined the Company in 1987 and

had held the positions of the chief of audit department and deputy general manager of the Company. She has

been a deputy general manager of the Company since March 2003. Ms. Li Xueqin is the spouse of Mr. Chen

Hongguo the chairman and general manager of the Company.Mr. Li Feng is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He joined the

Company in 1992 and had held different positions including the chief officer of manufacturing section and

assistant to the general manager of the Company chairman marketing director deputy general manager

and general manager of Wuhan Chenming. He is currently a director of Chenming Holdings and an executive

Director and deputy general manager of the Company. Mr. Li Feng is the younger brother of Ms. Li Xueqin a

deputy general manager of the Company.Mr. Li Weixian graduated with a postgraduate degree. He joined the Company in 2002 and served as a deputy

manager of a sales company of the Company manager of a sales company general manager of Jiangsu district

of a sales company chairman of a household paper company product general manager deputy marketing

director and marketing director of a sales company the general manager of the Group and chairman of the

financial division of a group. He is currently an executive Director and deputy general manager of the Company.Mr. Li Zhenzhong is a member of the Communist Party of the PRC. He holds a bachelor’s degree. He joined the

Company in 1995 and had served as principal representative of the Shanghai management region of a sales

company sales manager of light weight coated culture paper products general manager of a sales company.He is currently a deputy general manager of the Company.Mr. Li Mingtang is a member of the Communist Party of the PRC. He joined the Company in 2002 and had

served as principal representative of the Jiangsu management region and Jinan branch of a sales company

assistant to general manager and general manager of a culture paper products company and deputy general

manager of a coated linerboard products company. He is currently a deputy general manager of the Company.

66VI Corporate Governance

V. Directors Supervisors and Senior Management (Continued)

2. Employment (Continued)

3. Brief biographies of Senior Management (Continued)

Mr. Ge Guangming is a member of the Communist Party of the PRC. He joined the Company in 1995 and

had served as a deputy general project manager of the Company deputy general manager of Jilin Chenming

assistant to general manager of the Company and deputy general manager responsible for the Zhanjiang

Chenming project and the Huanggang Chenming Pulp & Paper project. He is currently a deputy general

manager of the Company.Mr. Dong Lianming is a member of the Communist Party of the PRC and an accountant. He holds a bachelor’s

degree. He joined the Company in 1997 and had held positions as the chief of accounting and auditing section

under the financial department of the Company the deputy chief and chief of the financial department chief

accountant of Jiangxi Chenming chief accountant of Shandong Chenming Panels and financial controller and

deputy general manager of Zhanjiang Chenming. He is currently the financial controller of the Company.Mr. Yuan Xikun is a member of the Communist Party of the PRC. He holds a bachelor’s degree in management.He joined the Company in 2010 and had held positions as the accountant for consolidated financial statements

in the financial department of the Company manager of disclosure department security affairs specialist and

chief of the security investment section. He is currently the secretary to the Board of the Company.Mr. Chu Hon Leung is a lawyer. He obtained a bachelor’s degree in business from Macquarie University

Sydney Australia and a postgraduate diploma in law from The College of Law London England. He graduated

from the City University of Hong Kong and obtained a diploma in Hong Kong law. He had been a lawyer in

local and international law firms in Hong Kong and served and an internal consultant for leading Chinese asset

management companies. He has been a practicing lawyer in Hong Kong since 2009 and currently works for Li &

Partners.Employment at the shareholder of the Company

√ Applicable □ Not applicable

Whether receiving

any remuneration

Position at the Date of the or allowance from

Name of shareholder shareholder of beginning of Date of the end of the shareholder

Name of employee of the Company the Company the term the term of the Company

Chen Hongguo Chenming Holdings Chairman and 22 September 2016 29 December 2023 No

Company Limited general manger

Hu Changqing Chenming Holdings Director 22 September 2016 29 December 2023 No

Company Limited

Li Xueqin Chenming Holdings Director 22 September 2016 29 December 2023 No

Company Limited

Li Feng Chenming Holdings Director 13 August 2021 29 December 2023 No

Company Limited

Explanation of the Nil

employment at the

shareholder of the

Company

2022 ANNUAL REPORT 67VI Corporate Governance

V. Directors Supervisors and Senior Management (Continued)

2. Employment (Continued)

3. Brief biographies of Senior Management (Continued)

Employment at other units

√ Applicable □ Not applicable

Whether receiving

any remuneration or

Name of Date of the Date of the allowance from

employee Name of other units Position at other units beginning of the term end of the term other units

Yang Biao Guangdong Guangzhou Daily Media Co. Ltd. Independent director 19 August 2019 19 August 2022 Yes

Yang Biao Guangdong Tianhe Agricultural Means of Production Co. Ltd. Independent director 17 May 2018 16 May 2024 Yes

Yang Biao Qiaoyi Logistics Co. Ltd. Independent director 31 March 2021 31 March 2024 Yes

Yang Biao Dongguan Rural Commercial Bank Co. Ltd. External supervisor 1 October 2019 1 October 2025 Yes

Sun Jianfei Nanya New Material Technology Co. Ltd. Independent director 4 August 2017 29 September 2023 Yes

Sun Jianfei Suzhou Thvow Technology Co. Ltd. Independent director 8 May 2020 Yes

Sun Jianfei Cubic Digital Technology Co. Ltd. Independent director 18 May 2021 18 May 2024 Yes

Sun Jianfei Zhejiang Yueling Co. Ltd. Independent director 1 November 2016 13 May 2022 Yes

Yin Meiqun Shangqiu Dingfeng Wood Co. Ltd. Independent director 21 April 2021 20 April 2024 Yes

Yin Meiqun China Best Group Holding Limited Independent director 1 December 2021 30 November 2024 Yes

Li Zhihui Tianjin Troila Information Technology Co. Ltd. Independent director 31 August 2019 17 October 2022 Yes

Li Xingchun Huadian International Power Co. Ltd. Independent director 30 June 2020 29 June 2023 Yes

Pan Ailing Shinva Medical Instrument Co. Ltd. Independent director 27 July 2020 26 July 2023 Yes

Pan Ailing Lu Thai Textile Co. Ltd. Independent director 6 June 2016 9 June 2022 Yes

Pan Ailing Shandong Denghai Seed Industry Co. Ltd. Independent director 12 April 2019 10 May 2022 Yes

Pan Ailing Shandong Sunway Chemical Group Co. Ltd. Independent director 15 May 2020 15 May 2023 Yes

Zhang Hong Shandong Zhangqiu Blower Co. Ltd. Independent director 27 March 2019 22 April 2022 Yes

Zhang Hong Sunvim Group Co. Ltd. Independent director 15 July 2019 27 May 2023 Yes

Zhang Hong Sinotruck Jinan Truck Co. Ltd. Independent director 28 April 2020 27 April 2023 Yes

Zhang Hong Cisen Pharmaceutical Co. Ltd. Independent director 8 December 2020 8 December 2023 Yes

Zhang Hong Shandong Hi-speed Road & Bridge Group Co. Ltd. Independent director 23 April 2019 22 June 2023 Yes

Sanctions against current Directors Supervisors and Senior Management of the Company and those who resigned during

the reporting period by securities regulatory authorities in the past three years

□ Applicable √ Not applicable

68VI Corporate Governance

V. Directors Supervisors and Senior Management (Continued)

3. Remuneration of Directors Supervisors and Senior Management

Decision process basis for determining the remuneration and actual payment for the remuneration of Directors

Supervisors and the Senior Management

(1) Determination basis for remuneration of Directors Supervisors and the Senior Management: The annual

remuneration of each of the executive Directors and the Senior Management of the Company was in the band of

RMB0.20 million to 5.00 million and the specific amount for each of them was determined by the remuneration

committee based on the main financial indicators and operation target completed by the Company the scope of

work and main responsibilities of the Directors and Senior Management of the Company the target completion

of the Directors and Senior Management as assessed by the duty and performance appraisal system as well

as business innovation capability and profit generation ability of the Directors and the Senior Management. The

annual remuneration of Supervisors assuming specific managerial duties in the Company were determined by

the general manager office of the Company based on specific managerial duties assumed by them. Fixed annual

remuneration policy was adopted on external Supervisors who did not hold actual management positions in

the Company. As approved at the 2022 first extraordinary general meeting of the Company the Company paid

each of the independent non-executive Directors and non-executive Directors of the Company allowance of

RMB200000 (before tax). The remuneration of external Supervisors amounted to RMB100000 (before tax). The

travel expenses for attending board meetings supervisory meetings and general meetings of the Company and

fees reasonably incurred in the performance of their duties under the Articles of Association by independent

non-executive Directors non-executive Directors and external supervisors are reimbursed as expensed.

(2) Decision process for remuneration of Directors Supervisors and Senior Management: In accordance with

the relevant policies and regulations such as the Implementation Rules of the Remuneration and Assessment

Committee under the Board any remuneration plan for the Company’s executive Directors proposed by the

remuneration and assessment committee shall be agreed on by the Board and then submitted to the general

meeting for consideration and approval prior to implementation. Any proposal of remuneration distribution

plan for the Senior Management officers of the Company shall be submitted to the Board for approval. The

remuneration of independent non-executive Directors non-executive Directors and external Supervisors of the

Company shall be agreed on by the Board and then submitted to the general meeting for consideration and

approval prior to implementation.

(3) The remuneration and assessment committee which was set up by the Board according to the resolution of the

general meeting is mainly responsible to formulate the standards of carry out appraisal in respect of the non-

independent Directors and Senior Management of the Company; formulate and examine the remuneration policy

and scheme of the non-independent Directors and Senior Management of the Company and accountable to

the Board.

2022 ANNUAL REPORT 69VI Corporate Governance

V. Directors Supervisors and Senior Management (Continued)

3. Remuneration of Directors Supervisors and Senior Management (Continued)

Decision process basis for determining the remuneration and actual payment for the remuneration of Directors

Supervisors and the Senior Management (Continued)

Unit: RMB’0000

Total Received

remuneration remuneration

before tax from related

received from parties of the

Name Position Gender Age Status the Company Company

Chen Hongguo Chairman and general manager M 58 In office 359.99 No

Hu Changqing Vice chairman M 57 In office 224.65 No

Li Xingchun Vice chairman M 57 In office 480.00 Yes

Li Feng Director and deputy general manager M 49 In office 195.03 No

Li Weixian Director and deputy general manager M 41 In office 256.04 No

Han Tingde Director M 54 In office 20.00 No

Li Chuanxuan Director M 45 In office 20.00 No

Li Zhihui Independent Director M 64 In office 10.00 No

Sun Jianfei Independent Director M 50 In office 20.00 No

Yin Meiqun Independent Director F 52 In office 20.00 No

Yang Biao Independent Director M 43 In office 20.00 No

Li Kang Chairman of the Supervisory Committee F 41 In office 66.96 No

Pan Ailing Supervisor F 58 In office 10.00 No

Zhang Hong Supervisor F 58 In office 10.00 No

Qiu Lanju Supervisor F 49 In office 62.55 No

Sang Ailing Supervisor F 44 In office 22.50 No

Li Xueqin Deputy general manager F 57 In office 165.28 No

Li Zhenzhong Deputy general manager M 49 In office 189.61 No

Li Mingtang Deputy general manager M 55 In office 163.38 No

Ge Guangming Deputy general manager M 52 In office 143.64 No

Dong Lianming Financial controller M 48 In office 189.25 No

Yuan Xikun Secretary to the Board M 37 In office 76.64 No

Chu Hon Leung Hong Kong company secretary M 40 In office 0.00 No

Chen Gang General manager M 50 Resigned 26.54 No

Total - - - - 2752.06 -

Note: The total pre-tax remuneration received by Directors Supervisors and the Senior Management from the Company is the remuneration

during their tenure.

70VI Corporate Governance

VI. Performance of Directors during the reporting period

1. Board meetings during the reporting period

Meeting Convening date Disclosure date Resolutions of meeting

The twelfth meeting of the ninth 30 March 2022 31 March 2022 http://www.cninfo.com.cn

session of the Board (announcement no.: 2022-011)

The thirteenth meeting of the ninth 29 April 2022 N/A The Company’s 2022 First Quarterly

session of the Board Report was considered and

approved. It was exempted

from disclosure by resolution

announcement.The twenty-fourth extraordinary 23 May 2022 24 May 2022 http://www.cninfo.com.cn

meeting of the ninth session of (announcement no.: 2022-033)

the Board

The twenty-fifth extraordinary 30 May 2022 31 May 2022 http://www.cninfo.com.cn

meeting of the ninth session of (announcement no.: 2022-046)

the Board

The first meeting of the tenth 15 June 2022 16 June 2022 http://www.cninfo.com.cn

session of the Board (announcement no.: 2022-051)

The first extraordinary meeting of 27 June 2022 28 June 2022 http://www.cninfo.com.cn

the tenth session of the Board (announcement no.: 2022-055)

The second extraordinary meeting 18 July 2022 19 July 2022 http://www.cninfo.com.cn

of the tenth session of the (announcement no.: 2022-059)

Board

The third extraordinary meeting of 28 July 2022 29 July 2022 http://www.cninfo.com.cn

the tenth session of the Board (announcement no.: 2022-067)

The second meeting of the tenth 30 August 2022 N/A The Full Text and Summary of the

session of the Board Company’s 2022 Interim Report

was considered and approved. It

was exempted from disclosure by

resolution announcement.The third meeting of the tenth 28 October 2022 31 October 2022 http://www.cninfo.com.cn

session of the Board (announcement no.: 2022-076)

The fourth extraordinary meeting 21 November 2022 22 November 2022 http://www.cninfo.com.cn

of the tenth session of the (announcement no.: 2022-084)

Board

The fifth extraordinary meeting of 7 December 2022 8 December 2022 http://www.cninfo.com.cn

the tenth session of the Board (announcement no.: 2022-092)

2022 ANNUAL REPORT 71VI Corporate Governance

VI. Performance of Directors during the reporting period (Continued)

2. Attendance of Directors at Board meetings and general meetings

Attendance of Directors at Board meetings and general meetings

Number of

attendance

required

for Board Absent

meetings Attendance Attendance Attendance from Board

during the at Board at Board at Board Absence meetings twice Attendance

reporting meetings in meetings by meetings by from Board in a row at general

Name of Directors period person communication proxy meetings (in person) meetings

Chen Hongguo 12 0 12 0 0 No 0

Hu Changqing 12 0 12 0 0 No 3

Li Xingchun 12 0 12 0 0 No 3

Li Feng 12 0 12 0 0 No 3

Li Weixian 8 0 8 0 0 No 2

Han Tingde 12 0 12 0 0 No 3

Li Chuanxuan 12 0 12 0 0 No 3

Li Zhihui 8 0 8 0 0 No 2

Sun Jianfei 12 0 12 0 0 No 3

Yin Meiqun 12 0 12 0 0 No 3

Yang Biao 12 0 12 0 0 No 3

Explanation for absent from Board meetings twice in a row (in person)

During the reporting period none of the Directors was absent from Board meetings twice in a row (in person).

3. Objections from Directors on related issues of the Company

Were there any objections on related issues of the Company from Directors?

□ Yes √ No

There was no objection on related issues of the Company from Directors during the reporting period.

72VI Corporate Governance

VI. Performance of Directors during the reporting period (Continued)

4. Other details about the performance of duties by Directors

Were there any suggestions from Directors adopted by the Company?

√ Yes □ No

Explanation on the adoption or non-adoption with related suggestions from the Directors

During the reporting period Directors of the Company performed their duties with integrity diligence responsibility

and faithfulness actively participated in corporate governance and decision-making activities attended the Board

meetings of the Company carefully reviewed various proposals that need to be reviewed at Board meetings

and made resolutions in strict compliance with the regulations and requirements of the Company Law the Rules

Governing Listing of Stocks on Shenzhen Stock Exchange the Guidelines for Self-discipline Regulation of Listed

Companies of Shenzhen Stock Exchange No. 1 – Standard Operation of Listed Companies on the Main Board and the

Articles of Association and other relevant laws regulations and regulatory documents. In accordance with the Rules

for Independent Directors of Listed Companies Work System of Independent Directors and other regulations the

independent Directors of the Company performed their duties independently diligently and responsibly. During the

reporting period the independent Directors of the Company paid attention to the appropriation of funds of the Company

by the controlling shareholder and other related parties of the Company and external guarantees and issued special

explanation. They issued prior approval opinions for the estimated cap of ordinary related party transactions for 2022

and the debt transfer of financial leasing business and related party transactions and also issued independent and

impartial opinions for the Company’s external guarantees appointment of audit firm election of the new session and

other matters which had a significant impact on minority shareholders during the reporting period which effectively

safeguarded the overall interests of the Company and the legitimate rights and interests of all shareholders especially

minority shareholders and further enhanced the standardised operation level of the Company.

2022 ANNUAL REPORT 73VI Corporate Governance

VII. Special committees under the Board during the reporting period

Number of

Name of the meeting Important opinion Details of

committee Member convened Convening date Details of the meeting and advice Other performance of duty objection

Audit Yin Meiqun Li 2 30 March 2022 Reviewed the Company’s Agreed to submit to the Communication with external Nil

Committee Chuanxuan and 2021 Financial Final Board for review auditing institution engaged

Sun Jianfei Accounts Report Full by the Company and the

Text and Summary financial department of the

of the Company’s Company in respect of the

2021 Annual Report 2021 financial report auditing

Proposal on the review of the 2021 auditor’s

Appointment of report and financial report;

Auditor for 2022 and review of the independence

Proposal on Provision professional competence

for Impairment of investor protection ability

Assets in 2021 and practice qualifications of

Grant Thornton.

29 April 2022 Reviewed the 2022 First Agreed to submit to the Review of the 2022 first quarterly Nil

Quarterly Report of the Board for review report of the Company.Company

Yin Meiqun Li 2 30 August 2022 Reviewed the Full Text Agreed to submit to the Review of the 2022 interim Nil

Zhihui and Sun and Summary of the Board for review financial statements of the

Jianfei 2022 Interim Report of Company; paying attention

the Company to the appropriation of

funds of the Company by

the controlling shareholder

and other related parties of

the Company and external

guarantees.

28 October 2022 Reviewed the 2022 Third Agreed to submit to the Review of the 2022 third Nil

Quarterly Report of the Board for review quarterly report of the

Company Company.

74VI Corporate Governance

VII. Special committees under the Board during the reporting period (Continued)

Number of

Name of the meeting Important opinion Details of

committee Member convened Convening date Details of the meeting and advice Other performance of duty objection

Remuneration Yang Biao Li 3 30 March 2022 Reviewed the Proposal Agreed to submit to the Determination of the Nil

and Xingchun and on Determination Board for review remuneration of Directors

Assessment Sun Jianfei of Remuneration of Supervisors and the Senior

Committee Directors Supervisors Management based on

and Senior the operations of the

Management for 2021 Company and the duty and

performance appraisal of

executive Directors Senior

Management and Supervisors

who assume specific

management positions in the

Company in 2021.

23 May 2022 Reviewed the Proposal Agreed to submit to the Determination of the allowances Nil

on Allowances for non- Board for review for non-executive Directors

executive Directors and independent non-

and Independent non- executive Directors upon

executive Directors of comprehensive consideration

the Tenth Session of with reference to the

the Board remuneration of directors of

other listed companies of the

same size as well as based

on the Company’s actual

operations and the duties of

non-executive Directors and

independent non-executive

Directors.

18 July 2022 Reviewed the Proposal Agreed to submit to the Review of the performance Nil

on the Fulfilment of the Board for review appraisal indicators at the

Unlocking Conditions company level and the

of the Restricted performance appraisal

Shares Granted under indicators at individual level

the 2020 Restricted of the participants and

A Share Incentive determination of the list of

Scheme during the participants who do not meet

First Unlocking Period the unlocking conditions as

and the Proposal well as the repurchase price

on the Adjustment and repurchase quantity of

to the Repurchase restricted shares.Price of the 2020

Restricted A Share

Incentive Scheme

and Repurchase and

Cancellation of Certain

Restricted Shares

2022 ANNUAL REPORT 75VI Corporate Governance

VII. Special committees under the Board during the reporting period (Continued)

Number of

Name of the meeting Important opinion Details of

committee Member convened Convening date Details of the meeting and advice Other performance of duty objection

Nomination Sun Jianfei Chen 1 23 May 2022 Reviewed the Proposal Agreed to submit to the Review of the qualification Nil

Committee Hongguo and Yin on the Election of Board for review and work experience of the

Meiqun Candidates for Non- candidates for Directors.independent Directors

of the Tenth Session

of the Board and

the Proposal on the

Election of Candidates

for Independent Non-

executive Directors of

the Tenth Session of

the Board

Strategic Chen Hongguo Hu 1 28 October 2022 Reviewed the Proposal Agreed to submit to the Comprehensive understanding Nil

Committee Changqing and on the Investment Board for review of the purpose prospects and

Yang Biao and Construction of funding of the construction

Softwood Bleached projects and feasibility

Chemical Pulp analysis of the construction

Project with Annual projects according to the

Production Capacity feasibility report.of 300000 Tonnes

and the Proposal on

Zhanjiang Chenming’s

Investment and

Construction of

Special paper Project

with Annual Production

Capacity of 180000

Tonnes

76VI Corporate Governance

VIII. Performance of duties by the Supervisory Committee

Were there any risks of the Company identified by the Supervisory Committee when performing its duties during the

reporting period?

□ Yes √ No

None of those issues under the supervision was objected by the Supervisory Committee during the reporting period.IX. Personnel of the Company

1. Number of staff specialty composition and education level

Number of staff at the Company (person) as at the end of the reporting period 2596

Number of staff at major subsidiaries (person) as at the end of the reporting period 7462

Total number of staff (person) as at the end of the reporting period 10855

Total number of staff receiving remuneration during the period (person) 10855

Number of retired/resigned staff the Company and its major subsidiaries are required to

compensate (person) 0

Specialty composition

Number of people

Category of specialty composition (person)

Production staff 7259

Sales staff 500

Technical staff 465

Financial staff 177

Administrative staff 1203

Other staff 1251

Total 10855

Education level

Number of people

Category of education level (person)

Postgraduate and above 21

Undergraduate 887

Post-secondary 2178

Technical secondary and below 7769

Total 10855

2022 ANNUAL REPORT 77VI Corporate Governance

IX. Personnel of the Company (Continued)

2. Remuneration policies

The remuneration of the employees of the Company includes their salaries bonuses and other fringe benefits. Subject

to the relevant laws and regulations the Company adopts different standards of remuneration for different employees

which are determined based on their position skill variety performance etc. with reference to the remuneration level

in the labour market the average level of salary in the society and the corporate reference line set by the government.The Company provides various benefits to the employees including social insurance housing allowance and paid

leaves etc.

3. Training programmesThe Company attaches importance to personnel training implements the corporate spirit of “learning surpassingand leading” and establishes a learning organisation. In 2023 the Company will further enhance cooperation with

professional training institutions to enhance training quality. Meanwhile the Company will innovate its way of learning

and build a practical online learning platform. We will also develop quality training materials and improve existing ones

by levels initiating targeted training programmes. For the junior level staff the training focuses on professional skills

and business knowledge. For the middle-level staff the training focuses on team management and execution. For the

Senior Management the training focuses on leadership. A team of excellent quality is built through training.

4. Labour outsourcing

□ Applicable √ Not applicable

X. Profit distribution of the Company and conversion of capital reserves into share capital

Formulation implementation or adjustment of profit distribution policy especially the cash dividend during the reporting

period

□ Applicable √ Not applicable

78VI Corporate Governance

X. Profit distribution of the Company and conversion of capital reserves into share capital

(Continued)

The Company was profitable during the reporting period and the Parent Company’s profit available for distribution to

shareholders was positive but no cash dividend distribution plan was proposed

√ Applicable □ Not applicable

Explanation on why it was profitable during the reporting Use and plan of use of the Company’s undistributed profits

period and the Parent Company’s profit available for

distribution to shareholders was positive but no cash

dividend distribution plan was proposed

During the reporting period as the domestic market demand The retained undistributed profits of the Company are

was insufficient due to the economic environment the sales accumulated and carried forward to the next year

volume of machine-made paper decreased year on year. At which will be mainly used for day-to-day operation and

the same time due to the rising prices of wood chips development repayment of interest-bearing liabilities

chemicals raw coal and other raw materials as well as and project construction of the Company to ensure the

energy prices the Company faced great cost pressure. The normal production operation and business expansion of

net profit attributable to shareholders of the Company for the Company and to provide a reliable guarantee for the

the reporting period decreased as compared with the implementation of the Company’s medium and long-term

corresponding period of the prior year. Considering factors development strategy thus effectively safeguarding the

such as the current macroeconomic environment and the interests of the Company and all shareholders especially

Company’s strategic planning in order to further reduce its small and medium shareholders.liability size optimise its capital structure enhance the

Company’s financial resilience and satisfy the capital needs

for among other things day-to-day production and

operation and project construction thereby enhancing risk

resistance securing the sustainable and steady

development of the pulp production and paper making

business the principal business of the Company and better

safeguarding the long-term interests of all shareholders.Profit distribution and conversion of capital reserves into share capital during the reporting period

□ Applicable √ Not applicable

The Company does not propose distribution of cash dividends or bonus shares for the year and there will be no increase of

share capital from reserves.

2022 ANNUAL REPORT 79VI Corporate Governance

XI. Implementation of the equity incentive plan employee shareholding plan or other employee

incentive measures of the Company

√ Applicable □ Not applicable

1. Equity incentives

1. On 30 March 2020 the Company convened the ninth extraordinary meeting of the ninth session of the Board at

which the Company considered and approved the Resolution in Relation to the 2020 Restricted Share Incentive

Scheme of Shandong Chenming Paper Holdings Limited (Draft) and Its Summary and other resolutions. On the

same date the fourth extraordinary meeting of the ninth session of the Supervisory Committee of the Company

considered and approved the above resolutions and verified the list of proposed participants of the incentive

scheme. Independent Directors of the Company issued independent opinions on the incentive scheme.

2. On 3 April 2020 the Company announced the list of participants through the Company’s internal website for

a period from 3 April 2020 to 12 April 2020. During the period the Supervisory Committee of the Company

and relevant departments did not receive any objection against the proposed participants. The Supervisory

Committee verified the list of participants under the grant of the incentive scheme.

3. On 15 May 2020 the Company convened the 2020 second extraordinary general meeting the 2020 first class

meeting for holders of domestic-listed shares and the 2020 first class meeting for holders of overseas-listed

shares at which the Company considered and approved the Resolution in Relation to the 2020 Restricted

Share Incentive Scheme of Shandong Chenming Paper Holdings Limited (Draft) and Its Summary and other

resolutions. On 16 May 2020 the Company disclosed the Self-Examination Report for the Trading of Shares of

the Company by Insiders and Participants of the 2020 Restricted A Share Incentive Scheme.

4. On 29 May 2020 the Company convened the tenth extraordinary meeting of ninth session of the Board and the

fifth extraordinary meeting of the ninth session of the Supervisory Committee at which the Company considered

and approved the Resolution on the Matters Relating to Adjustments to the 2020 Restricted A Share Incentive

Scheme of the Company and the Resolution in Relation to the Grant of Restricted Shares to the Participants

approving the issue of 79600000 restricted A shares to 111 participants at the price of RMB2.85 per share on

29 May 2020.

5. On 15 July 2020 the 79600000 restricted A shares granted to the participants were listed.

6. On 18 July 2022 the Company convened the second extraordinary meeting of the tenth session of the Board

and the first extraordinary meeting of the tenth session of the Supervisory Committee at which the Company

considered and approved the Resolution on the Fulfilment of the Unlocking Conditions of the Restricted

Shares Granted under the 2020 Restricted A Share Incentive Scheme during the First Unlocking Period and the

Resolution on the Adjustment to the Repurchase Price of the 2020 Restricted A Share Incentive Scheme and

Repurchase and Cancellation of Certain Restricted Shares. The independent Directors of the Company issued

independent opinions to agree with such resolutions.

96 participants fulfilled the unlocking conditions for the first unlocking period under the 2020 Restricted A Share

Incentive Scheme with 29948000 restricted shares being eligible for unlocking. 15 participants had resigned

had changed duty and had removed from office which failed to comply with the unlocking conditions. The

total number of restricted shares that have been granted to and held by the participants and have not yet been

unlocked is 4466000 representing 5.61% of the total number of restricted shares granted under the 2020

Restricted A Share Incentive Scheme.

7. On 27 July 2022 29948000 restricted A shares that were unlocked were listed for trading.

80VI Corporate Governance

XI. Implementation of the equity incentive plan employee shareholding plan or other employee

incentive measures of the Company (Continued)

1. Equity incentives (Continued)

8. On 9 October 2022 Grant Thornton (Special General Partnership) issued a Capital Verification Report (Zhi

Tong Yan Zi (2022) No. 371C000576) in which they verified the change in the registered capital and paid-

in capital (share capital) of the Company as of 30 September 2022. Verification result: As of 30 September

2022 the registered capital and paid-in capital (share capital) of the Company upon the change amounted to

RMB2979742200.00 and RMB2979742200.00 respectively.

9. On 18 October 2022 the Company completed the procedures for the repurchase and cancellation of 4466000

restricted A shares with the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited.Equity incentives granted to Directors and the Senior Management of the Company

√ Applicable □ Not applicable

Unit: share

Number Exercise Number

of newly price of of newly

Number granted Number Number the shares Market Number of Number of granted

of share share of shares of shares exercised Number price at the restricted unlocked restricted Number of

options held options exercisable exercised during the of share end of the shares held shares shares Grant price restricted

at the during the during the during the reporting options held reporting at the during the during the of restricted shares held

beginning of reporting reporting reporting period at the end period beginning current reporting shares at the end

Name Position the period period period period (RMB/share) of the period (RMB/share) of the period period period (RMB/share) of the period

Chen Chairman and 0 0 0 0 0 0 4.98 20000000 8000000 0 2.85 12000000

Hongguo general manager

Hu Vice chairman 0 0 0 0 0 0 4.98 5000000 2000000 0 2.85 3000000

Changqing

Li Xingchun Vice chairman 0 0 0 0 0 0 4.98 5000000 2000000 0 2.85 3000000

Li Feng Director and deputy 0 0 0 0 0 0 4.98 3000000 1200000 0 2.85 1800000

general manager

Li Weixian Director and deputy 0 0 0 0 0 0 4.98 2000000 800000 0 2.85 1200000

general manager

Li Xueqin Deputy general 0 0 0 0 0 0 4.98 3000000 1200000 0 2.85 1800000

manager

Li Zhenzhong Deputy general 0 0 0 0 0 0 4.98 2000000 800000 0 2.85 1200000

manager

Li Mingtang Deputy general 0 0 0 0 0 0 4.98 1000000 400000 0 2.85 600000

manager

Dong Financial controller 0 0 0 0 0 0 4.98 1000000 400000 0 2.85 600000

Lianming

Yuan Xikun Secretary to the 0 0 0 0 0 0 4.98 300000 120000 0 2.85 180000

Board

Total - 0 0 0 0 - 0 - 42300000 16920000 0 - 25380000

Remarks Nil

(if any)

2022 ANNUAL REPORT 81VI Corporate Governance

XI. Implementation of the equity incentive plan employee shareholding plan or other employee

incentive measures of the Company (Continued)

1. Equity incentives (Continued)

Assessment and incentive mechanism for the Senior Management

The Senior Management of the Company is assessed on monthly and annually basis. Monthly assessments were

conducted in line with the direction of the annual major tasks and were focused on appraisals of two fixed indicators

namely the completion status of each month and the evaluation on important performance indicators. It was carried

out monthly by way of cross assessment and supervision among the related departments. The annual assessments

were carried out by the Remuneration and Assessment Committee with reference to the results of monthly

assessments and overall performances during the year including the integrated quality of Senior Management and

internal training of talents.

2. Implementation of employee shareholding plans

□ Applicable √ Not applicable

3. Other employee incentive measures

□ Applicable √ Not applicable

82VI Corporate Governance

XII. Construction and implementation of internal control system during the reporting period

1. Construction and implementation of internal control system

During the reporting period in accordance with the Basic Internal Control Norms for Enterprises and its supporting

guidelines taking internal and external environment internal organisation and management requirements into account

the Company updated and improved its internal control system in a timely manner comprehensively reviewed and

revised the daily work and business flows and internal control systems of each department and business segment

of the Company supplemented and revised the relevant content of the Internal Control Management Manual and

established a scientifically designed concise and applicable internal control system with effective operation.The internal control of the Company was able to cover the main aspects of the Company’s operation and

management and there were no major omissions. The units businesses and events included in the evaluation scope

and high-risk areas covered the main aspects of the Company’s operation and management and there were no major

omissions. The design of the internal control system of the Company was sound and reasonable. The implementation

of internal controls was effective and there were no major omissions.Through the operation analysis and evaluation of the internal control system the Company effectively prevented risks

in operation and management and promoted the realisation of internal control objectives.

2. Particulars of material deficiencies in internal control detected during the reporting period

□ Yes √ No

XIII. The Company’s management and control of subsidiaries during the reporting period

Issue

encountered

Integration during Implemented Solution Follow-up

Name of the company Integration plan progress integration solution progress solution

Shanxi Fuyin Industrial In December 2022 the leasing company Completed Nil N/A N/A N/A

Trading Co. Ltd. acquired 100% equity interest in

Chongmin Culture Shanxi Fuyin which holds 100% equity Completed Nil N/A N/A N/A

Development interest in Chongmin Culture. The

(Shanghai) Co. Ltd. major asset of Chongmin Culture is a

comprehensive property integrating

commercial office and apartment

purposes located at Xinzhuang

Business District Minhang District

Shanghai the business assets finance

and personnel of which have been fully

taken over by the Company and the

project is currently under construction

as scheduled.

2022 ANNUAL REPORT 83VI Corporate Governance

XIV. Self-assessment report on internal control or auditor’s report on internal control

1. Self-assessment report on internal controls

Date of disclosure of assessment report on internal controls 31 March 2023

Index of assessment report on internal controls disclosure http://www.cninfo.com.cn

Percentage of total assets included in assessment to total assets in consolidated

financial statements of the Company 99.80%

Percentage of revenue included in assessment to revenue in consolidated financial

statements of the Company 99.10%

Basis for identifying deficiencies

Type Financial reporting Non-financial reporting

Qualitative criteria * Indicators of material deficiencies in the internal control of financial Indicators of material deficiencies in the internal control of non-financial

reporting include: ineffective control environment material loss to reporting include: major failure as a result of the decision making

and adverse impact on the Company as a result of misconduct process; lack of control system or occurrence of systematic failure in

by Directors Supervisors and Senior Management; material principal activities and lack of effective compensation control high

misstatement of non-exceptional incidents; ineffectiveness in turnover rate of mid to senior level management and senior technical

supervision of internal control of the Company by the Board or its staff; failure to address the findings of internal control assessment

delegated authorities and the internal audit department. in particular material deficiencies; and other factors which impose

* Indicators of major deficiencies in internal control of financial material adverse impact on the Company.reporting include: failure in selecting and applying accounting Indicators of major deficiencies in internal control of nonfinancial

policies in accordance with generally accepted accounting reporting include: general failure as a result of the decision-making

principles; failure to establish procedures and control measures to process; deficiencies in major business procedure or system; high

prevent corrupt practices; failure to establish corresponding control turnover rate of key staff; failure to address the findings of internal

mechanism for the accounting of unusual or special transactions control assessment in particular major deficiencies; and other factors

or failure to implement or set up the corresponding compensation which impose great adverse impact to the Company.control; failure to reasonably ensure the truthfulness and accuracy Indicators of general deficiencies in internal control of non-financial

in the preparation of financial statement as a result of one or more reporting include: low efficiency of decision-making process;

deficiencies in the control of financial reporting as of the end of the deficiencies in general business procedure or system; high turnover

period. rate of employees; and failure to rectify general deficiencies.* General deficiencies: other deficiencies in internal control that do not

constitute material or major deficiencies.Quantitative General deficiencies: deviation of less than or equal to 0.1% from the General deficiencies: quantitative criterion (financial loss) less than

criteria target of accounting error/the total revenue; Major deficiencies: RMB5000000; major deficiencies: quantitative criterion (financial loss)

deviation of 0.1% – 0.5% from the target of accounting error/the between RMB5000000 and RMB20000000; material deficiencies:

total revenue; material deficiencies: deviation greater than 0.5% quantitative criterion (financial loss) over RMB20000000.from the target of accounting error/the total revenue.Number of material deficiencies in financial reporting 0

Number of material deficiencies in non-financial reporting 0

Number of major deficiencies in financial reporting 0

Number of major deficiencies in non-financial reporting 0

84VI Corporate Governance

XIV. Self-assessment report on internal control or auditor’s report on internal control (Continued)

2. Auditor’s report on internal control

√ Applicable □ Not applicable

Auditor’s opinion contained in the auditor’s report on internal control

We are of the opinion that Shandong Paper Company had in all material aspects maintained effective internal

control over the financial statements in accordance with the Basic Internal Control Norms for Enterprises as of 31

December 2022.Disclosure of auditor’s report on internal control Disclosed

Date of disclosure of auditor’s report on internal control 31 March 2023

Index of auditor’s report on internal control disclosure http://www.cninfo.com.cn

Type of opinion in auditor’s report on internal control Standard and unqualified opinion

Material deficiencies in non-financial reporting No

Any opinions of non-standardisation set out in the auditor’s report on internal control issued by accountants

□ Yes √ No

Auditor’s report on internal control issued by accountants was in line with Directors’ opinions contained in self-

assessment report

√ Yes □ No

XV. Rectification of problems found in self-inspection under the special initiative on corporate

governance of the listed company

Not applicable

2022 ANNUAL REPORT 85VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited

(i) Compliance with the Code on Corporate Governance

The Company maintained high standards of corporate governance through various internal controls. The Board

reviewed the corporate governance practices of the Company from time to time to enhance the corporate governance

standards of the Company.Save for the details set out in III Board IV Chairman and General Manager and XVII Communications with

shareholders in this section the Company had fully complied with all the principles and code provisions of the Code

on Corporate Governance as set out in Appendix 14 to the Hong Kong Listing Rules during the reporting period.(ii) Securities transactions by Directors

The Directors of the Company confirmed that the Company had adopted the Model Code for Securities Transactions

by Directors of Listed Companies as set out in Appendix 10 to the Hong Kong Listing Rules. Having made adequate

enquiries with all Directors and Supervisors of the Company the Company was not aware of any information that

reasonably suggested that the Directors and Supervisors had not complied with the requirements as stipulated in this

code during the reporting period.(iii) Board

The members of the Board of the Company are elected at the general meeting and held accountable to the general

meeting and shall exercise the following functions and powers: (1) to be responsible for convening the general

meeting and to report on its work to the general meeting; (2) to carry out the resolutions of general meetings; (3)

to decide on the business plans and investment proposals of the Company; (4) to formulate the proposed annual

financial budget and final accounts of the Company; (5) to formulate the plan for profit distribution and the plan

making up losses of the Company; (6) to formulate plans for the increase or reduction in the registered capital

of the Company and for the issue and listing of Company’s debentures or other securities; (7) to draft plans for

material acquisition and repurchase of the Company’s ordinary shares; (8) to draft plans for the merger division or

dissolution or the change of formation of the Company; (9) to decide on external investment acquisition and disposal

of assets pledge of assets matter in relation to external guarantee entrusted wealth management connected

transactions etc. within the scope of mandate of the general meeting; (10) to decide on the establishment of the

Company’s internal management organisation; (11) to employ or dismiss the manager or secretary to the Board of

the Company; to employ or dismiss the Senior Management such as the deputy general manager(s) and personnel

in charge of financial affairs as proposed by the general manager; and to decide on their remuneration and rewards

and punishments; (12) to formulate the basic management system of the Company; (13) to formulate proposals for

amending the Articles of Association; (14) to administrate matter related to information disclosure of the Company;

(15) to propose to the general meeting for the engagement or replacement of accounting firm performing audit for the

Company; (16) to review work reports from managers of the Company and to inspect on their work; (17) to exercise

the functions and powers as conferred upon by the Articles of Association or the general meeting.As regards its corporate governance functions the Board is responsible for: (1) formulating reviewing and making

recommendations on the Company’s corporate governance policies and practices; (2) reviewing and monitoring

the training and continuous professional development of the Directors and Senior Management of the Company; (3)

reviewing and monitoring the Company’s policies and practices on compliance with legal and regulatory requirements;

(4) formulating reviewing and monitoring the code of conduct and compliance manual applicable to employees and

Directors of the Company; and (5) reviewing the Company’s compliance with the Code on Corporate Governance

and disclosure in the Corporate Governance Report. During the reporting period the Board had performed the above

duties.

86VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited (Continued)

(iii) Board (Continued)

The Board comprised five executive Directors: Chen Hongguo (Chairman) Hu Changqing Li Xingchun Li Feng and Li

Weixian; two non-executive Directors: Han Tingde and Li Chuanxuan; and four independent non-executive Directors:

Li Zhihui Sun Jianfei Yin Meiqun and Yang Biao. Please refer to part V of this section for their brief biographies.The Board is responsible for leading and monitoring the Company and is wholly responsible for the administration and

supervision of the Company’s businesses to facilitate its success. The Executive Director or the Senior Management

is authorised to be responsible for the various divisions and functions and management of the processing. Directors

of the Company shall act objectively and make decisions in the interests of the Company. The management and

the Senior Management of the Company held regular meetings with the Board to discuss the ordinary business

operations and performance of the Company and carried out the relevant decisions of the Board. The management

and the Senior Management of the Company have to get prior approval from among others the Board before they

make any decision or enter into any commitment on behalf of the Company. The Company will arrange independent

legal advice upon the request from the Directors or any committees of the Board if the Board or any committees of

the Board consider it necessary to seek for independent professional advice.Pursuant to Code C.1.8 of the code provisions the Company should arrange appropriate insurance cover in respect

of legal action against its Directors. During the reporting period the Company arranged director liability insurance for

Directors to safeguard the rights and interests of Directors to perform their duties in compliance.During the reporting period the Board held 12 meetings 5 of which were regular meetings and 7 were extraordinary

meetings. None of the Directors were absent from any Board meetings.Attendance at the relevant meetings (attention required/attended)

Remuneration

Audit Nomination and Assessment Strategic

Board Committee Committee Committee Committee General

Name Position meetings meetings meetings meetings meetings meetings

I. Executive Directors

Chen Hongguo Chairman 12/12 N/A 1/1 N/A 1/1 3/0

Hu Changqing Vice chairman 12/12 N/A N/A N/A 1/1 3/3

Li Xingchun Vice chairman 12/12 N/A N/A 3/3 N/A 3/3

Li Feng Executive Director 12/12 N/A N/A N/A N/A 3/3

Li Weixian Executive Director 8/8 N/A N/A N/A N/A 2/2

II. Non-executive Directors

Li Chuanxuan Director 12/12 2/2 N/A N/A N/A 3/3

Han Tingde Director 12/12 N/A N/A N/A N/A 3/3

III. Independent non-executive

Directors

Li Zhihui Independent Director 8/8 2/2 N/A N/A N/A 2/2

Sun Jianfei Independent Director 12/12 4/4 1/1 3/3 N/A 3/3

Yin Meiqun Independent Director 12/12 4/4 1/1 N/A N/A 3/3

Yang Biao Independent Director 12/12 N/A N/A 3/3 1/1 3/3

2022 ANNUAL REPORT 87VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited (Continued)

(iii) Board (Continued)

Save for those disclosed in the brief profile of Directors of the Company in this Report none of the members of the

Board had any financial business family relations or material connections with each other.The Board held 5 regular meetings during the year each by giving a 10-day notice in advance to ensure that all

Directors could participate in discussions of matters in the agenda. Reasonable prior notification was given for the

other meetings of the Board to ensure all Directors could take time to attend.All Directors had access to opinions and services of the secretary to the Board to ensure the procedures governing

the Board and all applicable regulations and rules were complied with.Directors’ training and professional development

All newly appointed Directors are provided with necessary orientation information with an aim to ensure that they will

have a better understanding of operations and business of the Company as well as relevant laws and regulations and

obligations under the Listing Rules.Directors and Supervisors of the Company were arranged by the Company to attend training courses 2022 for

directors and supervisors held by China Securities Regulatory Commission Shandong; and briefing paper in respect

of amendments to Hong Kong Listing Rules prepared by Advisor to Hong Kong Law of the Company was distributed

to all Directors and Supervisors the above of which were to ensure all Directors and Supervisors to comply with

relevant laws and sound corporate governance practice and enhance their awareness of sound corporate governance

practice.(iv) Chairman and general manager

Mr. Chen Hongguo is the Chairman and general manager of the Company. Please refer to part V of this section for his

brief biographies.According to the Articles of Association of the Company the chairman shall exercise the following powers: (1)

presiding over general meetings and convening and presiding over Board meetings; (2) supervising and inspecting

the implementation of the resolutions of the Board; (3) signing the shares the securities and bonds issued by the

Company; (4) signing important documents of the Board and other documents which are required to be signed by

legal representative of the Company; (5) performing the powers of a legal representative; (6) nominating candidates

for general manager for the Board; (7) exercising the special right to operate the Company in accordance with the

laws and acting for the benefits of the Company in the event of emergency situation as a result of act of God or

natural disaster and reporting to the Board meetings and general meeting afterwards; and (8) exercising other powers

authorised by the Board.

88VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited (Continued)

(iv) Chairman and general manager (Continued)

The general manager of the Company exercises the duties of a chief executive officer. The general manager shall

exercise the following powers: (1) in charge of the operation and management of the Company and organising the

implementation of the resolutions of the Board; (2) organising the implementation of the Company’s annual business

plans and investment plans; (3) drafting plans for the establishment of the internal organisational structure of the

Company; (4) drafting the basic management system of the Company; (5) formulating specific rules and regulations for

the Company; (6) proposing the appointment or dismissal of the deputy general manager and chief financial officer;

(7) appointing or dismissing management personnel other than those required to be appointed or dismissed by the

Board; (8) proposing the wages welfare rewards and penalties of staff and to decide the appointment or dismissal

of staff of the Company; (9) proposing the convening of extraordinary meeting of the Board; and (10) exercising other

powers conferred by the Articles of Association of the Company and the Board.Mr. Chen Hongguo is the chairman and general manager of the Company. The Board believes that Mr. Chen Hongguo

has a thorough understanding of the culture and the operation model of the Company. As the Chairman and general

manager of the Company he can facilitate the planning and implementation of the business strategies of the Group

which is more conducive to the management and operational efficiency of the Group. The responsibilities of the

Chairman and the general manager are clearly defined and the Board structure of the Company ensures a balance of

power and provides sufficient checks and balances thus effectively safeguarding the interests of the Company and

investors.(v) Independent non-executive Directors

There are four independent non-executive Directors in the Board which is in compliance with the minimum

requirement of the number of independent non-executive directors set out in the Hong Kong Listing Rules. Yin Meiqun

and Sun Jianfei the independent non-executive Directors of the Company have appropriate accounting or related

financial management expertise which is compliance with the requirement of Rule 3.10 of the Hong Kong Listing

Rules. Please refer to part V of this section for their brief biographies. The Company has received from each of the

independent non-executive Directors a confirmation of independence for the year pursuant to Rule 3.13 of the Hong

Kong Listing Rules and considered all of the independent non-executive Directors to be independent during the year.(vi) Terms of Directors

According to the Articles of Association of the Company all Directors including non-executive Directors have been

elected at the general meetings with a term of three years from June 2022 to June 2025. They may be re-elected for

another term upon expiry of tenure. The term of office of independent non-executive Directors is the same as that of

other Directors. They may be re-elected for consecutive terms but the consecutive terms shall not be more than six

years.(vii) Directors’ responsibility for the financial statements

The Directors acknowledged their responsibility to prepare financial statements for each financial year which give

a true and fair view of the state of affairs of the Company. The Directors believed that the Company had adopted

and applied consistently appropriate accounting policies in preparing the financial statements in compliance with all

related accounting standards.

2022 ANNUAL REPORT 89VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited (Continued)

(viii) Board committees

Pursuant to Code on Corporate Governance the Board has established four committees namely Audit Committee

Remuneration and Assessment Committee Strategic Committee and Nomination Committee for overseeing particular

aspects of the Company’s affairs. Each Board Committee has its own defined written terms of reference. The written

terms of reference of each Board Committee are published on websites of stock exchange and the Company.Save for requirements of Code on Corporate Governance the Company also set up Strategic Committee for

overseeing and studying long-term strategic development plan of the Company and making recommendations.(ix) Audit Committee

The Audit Committee of the Company comprises three members. The members of the ninth session of the Audit

Committee of the Board included Yin Meiqun (as the chairman) Li Chuanxuan and Sun Jianfei. Two of them including

the chairman are independent non-executive Directors. On 15 June 2022 the Company completed the election of

the new session of the Board and convened the first meeting of the tenth session of the Board on the same day to

consider and elect the members of the Audit Committee of the new session of the Board including Yin Meiqun (as the

chairman) Li Zhihui and Sun Jianfei all of whom are independent non-executive Directors. The primary duties of the

Audit Committee are serving as a communication media between internal and external audit and the related review

and supervision. Yin Meiqun and Sun Jianfei have appropriate professional qualifications or appropriate accounting or

related financial management expertise which is in compliance with the requirement of the Hong Kong Listing Rules.The primary duties of the Audit Committee of the Company are: (1) supervising and evaluating the work of the

external auditor; (2) supervising and evaluating the internal audit; (3) reviewing the financial reports of the Company

and express opinions on them; (4) supervising and evaluating the internal control of the Company; (5) coordinating

the communication between management internal audit department and relevant departments and external audit;

(6) dealing with other matters as delegated by the Board and other matters involved in laws and regulations and the

regulations of Shenzhen Stock Exchange.The Audit Committee discussed with the management of the Company the accounting standards and practices

adopted by the Group and discussed and reviewed this report including the review of the financial statements of the

Group for the year ended 31 December 2022 prepared in accordance with China Accounting Standards for Business

Enterprises.Particulars of the meetings held by the Audit Committee during the reporting period are detailed in part VII of this

section.Risk Management and Internal Control

The Board is responsible for the risk management and internal control systems and reviewing their effectiveness.Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and can

only provide reasonable but not absolute assurance against material misstatement or loss.The Audit Committee (on behalf of the Board) oversees management in the design implementation and monitoring of

the risk management and internal control systems and the Audit Committee reviews the adequacy and effectiveness

of the risk management and internal control systems at least once a year. The management has provided confirmation

to the Audit Committee (and the Board) on the adequacy and effectiveness of these systems for the year ended 31

December 2022. The Audit Committee (as well as the Board) was satisfied with the adequacy and effectiveness of the

related systems.

90VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited (Continued)

(ix) Audit Committee (Continued)

Risk Management and Internal Control (Continued)

In respect of internal control system procedures have been designed for safeguarding assets against unauthorised

use or disposition ensuring the maintenance of proper accounting records for the provision of reliable financial

information for internal use or for publication and ensuring compliance of applicable laws rules and regulations.(x) Remuneration and Assessment Committee

The Remuneration and Assessment Committee of the Company comprises three members including Yang Biao (as

the chairman) Li Xingchun and Sun Jianfei. Two of them including the chairman are independent non-executive

Directors which is in compliance with Code on Corporate Governance Practices. The Remuneration and Assessment

Committee is primarily responsible for formulating the criteria of appraisal of the Directors and managers and

conducting the appraisal and studying and formulating the remuneration policy and package of the Directors and the

Senior Management of the Company. The Remuneration and Assessment Committee is accountable to the Board.The primary duties of the Remuneration and Assessment Committee of the Company are: (1) formulating the

remuneration plan or package based on the major scope of work duties and importance of the Directors and the

management and the remuneration level of other counterparts; (2) formulating the remuneration plan or package

which mainly includes but not limited to standards procedures and a system for performance appraisals as well

as major plans and a system for rewards and sanctions; (3) examining the performance of the Directors excluding

the independent non-executive Directors and the Senior Management and conduct annual performance appraisals

for them; (4) supervising the implementation of the remuneration policy of the Company; and (5) dealing with other

matters as delegated by the Board.Particulars of the meetings held by the Remuneration and Assessment Committee during the reporting period are

detailed in part VII of this section.(xi) Nomination Committee

The Nomination Committee of the Company comprises three members. The Nomination Committee of the ninth

session of the Board includes Sun Jianfei (as the chairman) Chen Hongguo and Yin Meiqun. Two of them including

the chairman are independent non-executive Directors. On 15 June 2022 the Company completed the election of

the new session of the Board and convened the first meeting of the tenth session of the Board on the same day to

consider and elect the members of the Nomination Committee of the new session of the Board including Li Zhihui (as

the chairman) Chen Hongguo and Yin Meiqun. Two of them including the chairman are independent non-executive

Directors which is in compliance with Code on Corporate Governance Practices. The Nomination Committee is

primarily responsible for selecting candidates for directors and the management of the Company determining the

selection criteria and procedure and making recommendations.

2022 ANNUAL REPORT 91VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited (Continued)

(xi) Nomination Committee (Continued)

The primary duties of the Nomination Committee are (1) advising the Board on the size and composition of the Board

in light of the Company’s operating activities asset scale and shareholding structure; (2) studying the selection criteria

and procedure for Directors and the management and advising the Board on the same; (3) extensively identifying

qualified candidates for Directors and the management; (4) examining candidates for Director and the management

and advising on the same; (5) examining other Senior Management staff pending referral to the Board for decision on

their employment and advising on the same; (6) advising to the Board on appointment and re-appointment of directors

and on skills knowledge experience background gender and other characteristics required in serving as a director

taking into consideration diversity balance and efficiency of the Board and benefits thereto; (7) reviewing the Board

diversity policy revising thereon in a timely manner and making relevant disclosure in the corporate governance report

in the corresponding annual report; and (8) dealing with other matters as delegated by the Board.During the reporting period the Nomination Committee after studying the needs of the Company for new Directors

and managerial personnel and taking into consideration the Board diversity policy identified suitable candidates for

Director and managerial positions through various channels (including from the Group internally and from the human

resources market). Upon acceptance of nomination by the nominated person the Nomination Committee performed

qualification review on preliminary candidates by holding meetings review criteria include the academic qualifications

relevant experience and specialised skills of the preliminary candidates. One to two months prior to election of new

Directors the Nomination Committee submitted recommendations and relevant materials of the directorial candidates

to the Board; prior to engaging new Senior Management the Nomination Committee submitted recommendations

and relevant materials of the new Senior Management personnel to the Board.Particulars of the meetings held by the Nomination Committee during the reporting period are detailed in part VII of

this section.(xii) Strategic Committee

The Company set up a Strategic Committee which comprised three members including Chen Hongguo (as the

chairman) Hu Changqing and Yang Biao. The Strategic Committee is primarily responsible for studying the long term

strategic development and major investments of the Company and making recommendations.The primary duties of the Strategic Committee are (1) conducting research and submitting proposals regarding the

long term development strategic plan; (2) conducting research and submitting proposals regarding the financing

plans for major investments which require approval from the Board as stipulated in the Articles of Association of the

Company; (3) conducting research and submitting proposals regarding major capital operations and assets operation

projects which require approval from the Board as stipulated in the Articles of Association of the Company; (4)

conducting research and submitting proposals regarding other material matters that may affect the development of

the Company; (5) carrying out examination on the implementation of the above matters; (6) dealing with other matters

as delegated by the Board.Particulars of the meetings held by the Strategic Committee during the reporting period are detailed in part VII of this

section.

92VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited (Continued)

(xiii) Auditor

On 19 June 2020 the Company convened the 2019 annual general meeting and considered and approved the

Resolution in relation to the Appointment of the Auditor for 2020 and continued to engage Grant Thornton (Special

General Partnership) as the domestic auditor of the Company for 2020 and be responsible for domestic auditing of

the Company for 2020.On 18 June 2021 the Company convened the 2020 annual general meeting and considered and approved the

Resolution in relation to the Appointment of the Auditor for 2021 and continued to engage Grant Thornton (Special

General Partnership) as the domestic auditor of the Company for 2021 and be responsible for domestic auditing of

the Company for 2021.On 11 May 2022 the Company convened the 2021 annual general meeting and considered and approved the

Resolution in relation to the Appointment of the Auditor for 2022 and continued to engage Grant Thornton (Special

General Partnership) as the domestic auditor of the Company for 2022 and be responsible for domestic auditing of

the Company for 2022.(xiv) Remuneration for the Auditor

The financial statements for 2022 prepared in accordance with Accounting Standards for Business Enterprises by the

Group were audited by Grant Thornton (Special General Partnership). In 2022 the Company paid the auditor a total

of RMB2.5 million (tax inclusive; tax exclusive amount: RMB2.3585 million) in respect of financial statements audit

for 2021 and a total of RMB0.8 million (tax inclusive; tax exclusive amount: RMB0.7547 million) in respect of audit

services in relation to internal control for 2021.Grant Thornton (Special General Partnership) has stated their reporting responsibilities on the financial statements of

the Group in XII. Financial Report of this annual report.In addition to the aforesaid annual financial report and internal control audit fees paid to Grant Thornton (Special

General Partnership) totaling RMB3.1132 million (tax exclusive) other tax- exclusive audit expenses incurred due to

the audit of R&D expenses and the audit of income tax settlement and payment totaled RMB2.5156 million.(xv) Supervisors and Supervisory Committee

The Supervisory Committee comprises three shareholder representatives and two employee representatives. The

shareholder representative Supervisors shall be elected and removed at a general meeting and the employee

representative Supervisors shall be elected and removed democratically by the employees of the Company. During

the reporting period the Supervisory Committee of the Company convened 8 meetings and all Supervisors attended

Supervisory Committee meetings convened during the year and carefully reviewed the 2021 Annual Report 2022

First Quarterly Report 2022 Interim Report and 2022 Third Quarterly Report and issued special opinions. The

Supervisory Committee is accountable to the shareholders. It monitors the financial position of the Company and

the performance of the Directors managers and Senior Management of the Company as to whether they are in

accordance with relevant requirements of the laws and regulations to protect the lawful rights of the Company and the

shareholders.(xvi) Company Secretary

During the year the company secretary confirmed that he has received relevant professional training for not less than

15 hours in accordance with Rule 3.29 of the Listing Rules.

2022 ANNUAL REPORT 93VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited (Continued)

(xvii) Communications with Shareholders

The Company considers effective communication with Shareholders is essential to enable them to have a clear

assessment of the Group’s performance as well as accountability of the Board. Principal means of communication

with Shareholders of the Company are as follows:

Information disclosure on the Company’s website

The Company endeavours to disclose all material information about the Group to all interested parties as widely and

timely as possible. The Company maintains its website at www.chenmingpaper.com where important information

about the Group’s activities and corporate matters such as annual reports and interim reports to Shareholders

announcements business development and operations corporate governance practices and other information are

available for review by Shareholders and other stakeholders.When announcements are made through the Stock Exchange the same information will be made available on the

Company’s website.General meetings

The Company’s annual general meeting provides a useful platform for direct communication between the Board and

Shareholders. Various resolutions are proposed on each substantially separate issue at the general meetings. Save

for the annual general meeting held on 11 May 2022 by the Company two extraordinary general meetings were

convened in 2022. The attendance record of Directors at each general meeting is set out below:

Name Directors attending general meetings in person

2021 annual general meeting Hu Changqing Li Chuanxuan Li Feng Han Tingde Li Chuanxuan

Sun Jianfei Yin Meiqun Yang Biao

2022 first extraordinary general meeting Hu Changqing Li Chuanxuan Li Feng Han Tingde Li Chuanxuan

Sun Jianfei Yin Meiqun Yang Biao;

Li Zhihui (Director candidate) Li Weixian (Director candidate)

2022 second extraordinary general meeting Hu Changqing Li Chuanxuan Li Feng Li Weixian Han Tingde Li

Chuanxuan Li Zhihui Sun Jianfei Yin Meiqun Yang Biao

94VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited (Continued)

(xvii) Communications with Shareholders (Continued)

General meetings (Continued)

The Company’s external auditor also attended the Annual General Meeting and scrutinised voting.Code F.2.2 of the code provisions – This code provision requires the chairman to invite the chairmen of the audit

remuneration and nomination committees to attend the annual general meeting.Mr. Chen Hongguo the chairman of the Company and the chairman of the Strategic Committee was absent from the

annual general meeting due to business commitments.Code C.1.6 of the code provisions – This code provision requires independent non-executive directors and other non-

executive directors as equal board members should give the board of the directors and any committees on which

they serve the benefit of their skills expertise and varied backgrounds and qualifications through regular attendance

and active participation. They should also attend general meetings and develop a balanced understanding of the

views of shareholders.During the year all independent non-executive Directors and other non-executive Directors of the Company attended

the all general meetings without absence.Voting by poll

Resolutions put to vote at the general meetings of the Company are taken by poll. Procedures regarding the conduct

of the poll are explained to the shareholders at the commencement of each general meeting and questions from

shareholders regarding the voting procedures are answered. The poll results are posted on the websites of the Stock

Exchange and the Company respectively on the same day.

2022 ANNUAL REPORT 95VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited (Continued)

(xvii) Communications with Shareholders (Continued)

Shareholders’ right

1. Procedures for convening an extraordinary general meeting by Shareholder

Pursuant to Article 100 of the Articles of Association of the Company Shareholder(s) alone or in aggregate

holding 10% or more of the Company’s voting shares shall be entitled to request the Board to convene

extraordinary general meetings provided that such request shall be made in writing. The Board shall in

accordance with provisions of the laws administrative regulations and the Articles of Association furnish a

written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within

ten days after receiving such proposal of the same.In the event that the Board agrees to convene an extraordinary general meeting the notice of general meeting

shall be issued within five days after the passing of the relevant resolution of the Board. Any changes in the

original request made in the notice shall require prior approval of Shareholders concerned.In the event that the Board does not agree to convene an extraordinary general meeting or does not furnish any

reply within ten days after receiving such proposal Shareholder(s) alone or in aggregate holding 10% or more of

the Company’s Shares shall be entitled to propose to the Supervisory Committee the convening of extraordinary

general meeting provided that such proposal shall be made in writing.In the event that the Supervisory Committee agrees to convene an extraordinary general meeting the notice of

general meeting shall be issued within five days after receiving such request. Any changes in the original request

made in the notice shall require prior approval of Shareholders concerned.Failure of the Supervisory Committee to issue a notice of general meeting within the stipulated period

shall be deemed as failure of the Supervisory Committee to convene and preside over a general meeting

and Shareholder(s) alone or in aggregate holding 10% or more of the Company’s voting shares for ninety

consecutive days or more shall be entitled to convene and preside over the meeting on a unilateral basis.Pursuant to Article 101 of the Articles of Association of the Company if Shareholders determine to convene

a general meeting on their own they shall give a written notice to the Board and file the same with the stock

exchange for records. The shareholding percentage of shareholders who convened shall not be lower than 10%

prior to the announcement of resolutions of the general meeting.Shareholders who convened shall submit relevant certifications to the stock exchange upon the issuance of the

notice of general meeting and the announcement of resolutions of the general meeting.Pursuant to Article 102 of the Articles of Association of the Company the Board and its secretary shall

cooperate with respect to matters relating to general meetings convened by Shareholders on their own. The

Board shall provide Shareholder registers as of the date of shareholding register.Pursuant to Article 103 of the Articles of Association of the Company if a general meeting is convened by

shareholders on their own all necessary expenses incurred shall be borne by the Company.

96VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited (Continued)

(xvii) Communications with Shareholders (Continued)

Shareholders’ right (Continued)

2. Procedures for sending shareholders’ enquiries to the Board

Shareholders may at any time send their enquiries and concerns to the Board of the Company in writing through

the Company Secretary/Secretary to the Board whose contact details are as follows:

Secretary to the Board Hong Kong Company Secretary

Name Yuan Xikun Chu Hon Leung

Address No. 2199 East Nongsheng Road 22/F Universal Building Central

Shouguang City Shandong Province Hong Kong

Telephone 0536-2158008 00852-21629600

Facsimile 0536-2158977 00852-25010028

Email chenmmingpaper@163.com liamchu@li-partners.com

The Company Secretary and the secretary to the Board shall forward shareholders’ enquiries and concerns

to the Board and/or relevant Board Committees of the Company where appropriate to answer shareholders’

questions.

3. Procedures for putting forward proposals of Shareholders at general meetings

Pursuant to Article 111 of the Articles of Association of the Company shareholders individually or jointly holding

over 3% of the total shares of the Company are entitled to propose motions to the Company.Shareholders individually or jointly holding over 3% of the total shares of the Company may submit

extraordinary motions to the convener ten days before the convening of the General Meeting. The convener

shall issue supplementary notice of the General Meeting to disclose the name of the shareholders who propose

the extraordinary motions their shareholding ratio and the specific content of the new motions within two days

after receiving the proposed motions.Save for provided above the convener shall not amend proposals stated in the notice of general meeting or add

new proposals therein following the notice of general meeting has been issued.No voting or resolution shall be effected or adopted at the general meeting for proposals that have not been

stated in the notice of general meeting or that do not comply with provisions of the Articles of Association.Extraordinary general meeting shall not resolve issues that are not contained in the notice.Relationships with investors

The Company recognises its responsibility to explain its activities to those with a legitimate interest and to respond to

their questions. Investors are received and visited at appropriate times to explain the Group’s business. In addition

questions received from the general public and individual shareholders are answered promptly. In all cases great care

is taken to ensure that no price-sensitive information is disclosed selectively.The Board has reviewed the interaction with Shareholders during the reporting period and is satisfied with the

implementation of the shareholder communications policy of the Company and its effectiveness.

2022 ANNUAL REPORT 97VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited (Continued)

(xviii) Internal Control

For details of internal control of the Company please refer to XII. Internal control system development and

implementation during the reporting period and XIV. Self-assessment report on internal control or auditor’s report on

internal control of this section.(xix) Articles of Association

On 11 May 2022 15 June 2022 and 18 July 2022 the Company amended the new Articles of Association. The

amendments were primarily relating to deletion of the chapters in relation to preference shares and contents including

guarantees relevant duty performance regulations for independent Directors the number of Board members changes

in shares after repurchase and cancellation of certain restricted shares etc. The Memorandum of Association and the

amended version of the new Articles of Association of the Company are available on websites of the Company and

Stock Exchange.(xx) Board Diversity

On 21 August 2013 the Company formulated policies to diversify Board members and amended the implementing

rules of the nomination committee. Pursuant to the new policies the nomination committee shall regularly review the

Board diversity policy to improve efficiency and ensure interest thereof.Such policies are summarised as follows:

The Company recognises and embraces the benefits of having a diverse Board and sees diversity at Board level as

an essential element in maintaining a competitive advantage. A truly diverse Board will include and make good use

of differences in the talents skills regional and industry experience backgrounds genders and other qualities of the

members of the Board. These differences will be considered in determining the optimum composition of the Board

and when possible should be balanced appropriately. All appointments of the members of the Board are made on

merit and in the context of the talents skills and experience of the Board as a whole.The Nomination Committee of the Company reviews and assesses the composition of the Board and makes

recommendations to the Board on appointment of new directors of the Company. The Nomination Committee

also oversees the conduct of the annual review of the effectiveness of the Board. In reviewing and assessing the

composition of the Board the Nomination Committee will consider the benefits of all aspects of diversity including

without limitation those described above in order to maintain an appropriate range and balance of talents skills

experience and backgrounds on the Board. In recommending candidates for appointment to the Board the

Nomination Committee will consider candidates on merit against objective criteria and with due regard for the benefits

of diversity on the Board. As at the date of the report the Board is composed of 10 male Directors and 1 female

Directors. The Nomination Committee and the Board will seize the opportunity to gradually increase the proportion of

female Directors in the Board when they select and recommend a suitable Director candidate.The composition of the Board of the Company is basically diversified. For details please refer to (iii) Board of this

section.

98VI Corporate Governance

XVI. Disclosures as required by the Hong Kong Listing Rules issued by the Stock Exchange of

Hong Kong Limited (Continued)

(xxi) Dividend policy

During the reporting period as the domestic market demand was insufficient due to the economic environment the

sales volume of machine-made paper decreased year on year. At the same time due to the rising prices of wood

chips chemicals raw coal and other raw materials as well as energy prices the Company faced great cost

pressure. The net profit attributable to shareholders of the Company for the reporting period decreased as

compared with the corresponding period of the prior year. Considering factors such as the current macroeconomic

environment and the Company’s strategic planning the Board proposed not to pay cash dividend issue bonus

shares and increase share capital from reserves for 2022 to further reduce its liability size optimise its capital

structure enhance the Company’s financial resilience and satisfy the capital needs for among other things day-

to-day production and operation and project construction thereby enhancing risk resistance securing the

sustainable and steady development of the pulp production and paper making business the principal business of

the Company and better safeguarding the long-term interests of all shareholders.

2022 ANNUAL REPORT 99VII Environment and Social Responsibility

I. Major environmental protection matters

Are the Company and its subsidiaries classified as key pollutant discharging unit as specified by environmental protection

authority?

√ Yes □ No

Environmental protection related policies and industry standards

1. The Company during its own production and operation process strictly abides by relevant environmental

protection laws and regulations as follows:

The Environmental Protection Law of the People’s Republic of China the Law on the Prevention and Control of Air

Pollution of the People’s Republic of China the Law on the Prevention and Control of Water Pollution of the People’s

Republic of China the Law on the Prevention and Control of Environmental Pollution by Solid Waste of the People’s

Republic of China the Law on Noise Pollution Prevention and Control of the People’s Republic of China Regulations

on the Administration of Pollutant Discharge Permit and Regulations on Groundwater Management and the

Measures for the Emergency Administration of Environmental Contingencies.

2. The Company strictly implements national industry and local standards for pollutant discharge as follows:

Exhaust gas: Integrated Emission Standard of Air Pollutants (GB 16297-1996) Emission Standard of Air Pollutants for

Thermal Power Plants (GB 13223-2011) Emission Standard for Odor Pollutants (GB 14554-93) Emission Standard of

Air Pollutants for Boilers (DB44/765-2019) Emission Standard of Air Pollutants for Thermal Power Plants (DB37/664-

2019) Regional and Integrated Emission Standard of Air Pollutants (DB37/2376-2019) and Emission Standard of Air

Pollutants for Building Materials Industry (DB37/2373-2018).Wastewater: Integrated Wastewater Discharge Standard (GB 8978-1996) Wastewater Quality Standards for Discharge

to Municipal Sewers (GB/T 31962-2015) Discharge Standard of Water Pollutants for the Pulp and Paper Industry (GB

3544-2008) and Discharge Limits of Water Pollutants (DB44/26-2001) and the wastewater influent standard of local

wastewater treatment plants.Noise: Emission Standard for Industrial Enterprises Noise at Boundary (GB 12348-2008).Environmental protection administrative licensing

The issue dates and the validity periods of pollution discharge permits of subsidiaries are as follows:

Shandong Chenming Paper Holdings Limited: Issued on 7 December 2021 and valid up to 26 December 2026.Shouguang Meilun Paper Co. Ltd.: Issued on 7 December 2021 and valid up to 26 December 2026.Jiangxi Chenming Paper Co. Ltd.: Issued on 11 June 2020 and valid up to 27 June 2025.Jilin Chenming Paper Co. Ltd.: Issued on 10 December 2021 and valid up to 9 December 2026.Zhanjiang Chenming Pulp & Paper Co. Ltd.: Issued on 30 May 2022 and valid up to 29 May 2027.Huanggang Chenming Pulp & Paper Co. Ltd.: Issued on 14 September 2021 and valid up to 13 September 2026.Wuhan Chenming Hanyang Paper Holdings Co. Ltd.: Issued on 26 April 2020 and canceled due to the suspension of

production on 29 December 2022.

100VII Environment and Social Responsibility

Industry emission standards and the status of pollutant emissions involved in production and operation

activities

Category

of major Name of major

pollutants pollutants Number of Approved

Name of company and specific and specific Way of emission Distribution of emission Pollutant emission total Excessive

or subsidiary pollutants pollutants emission outlets outlets Emission concentration standards implemented Total emissions emissions emissions

Shandong Exhaust gas SO2 Organised 2 Chenming Industrial Park Power plant no. 1: 10.5mg/m

3 35mg/m3 Power plant no. 1: 17.1t 160.32t/year No

Chenming emission Power plant no. 2: 10.7mg/m3 Power plant no. 2: 19.6t

Paper Holdings Exhaust gas NOx Organised 2 Chenming Industrial Park Power plant no. 1: 39.2mg/m

3 50mg/m3 Power plant no. 1: 63.8t 233.91t/year No

Limited emission Power plant no. 2: 39.4mg/m3 Power plant no. 2: 72.0t

Exhaust gas Particulates Organised 2 Chenming Industrial Park Power plant no. 1: 0.467mg/m3 5mg/m3 Power plant no. 1: 0.679t 23.39t/year No

emission Power plant no. 2: 0.876mg/m3 Power plant no. 2: 1.61t

Wastewater COD Indirect 2 Chenming Industrial Park Sewage outlet no. 1: 175mg/L 300mg/L Sewage outlet no. 1: 1609t 6510.74t/ No

emission Sewage outlet no. 2: 179mg/L Sewage outlet no. 2: 2088t year

Wastewater Ammonia Indirect 2 Chenming Industrial Park Sewage outlet no. 1: 5.28mg/L 30mg/L Sewage outlet no. 1: 47.5t 650.7t/year No

nitrogen emission Sewage outlet no. 2: 1.57mg/L Sewage outlet no. 2: 18.2t

Wastewater Total nitrogen Indirect 2 Chenming Industrial Park Sewage outlet no. 1: 15.5mg/L 70mg/L Sewage outlet no. 1: 136 噸 1519.1 t/year No

emission Sewage outlet no. 2: 15.2mg/L Sewage outlet no. 2: 171 噸

Shouguang Meilun Exhaust gas SO2 Organised 4 Chenming Industrial Park Power plant no. 1: 11.8mg/m

3 35mg/m3 (self-owned Power plant no. 1: 21.6t 342.89t/year No

Paper Co. Ltd. emission Power plant no. 2: 12.6mg/m3 power plant) 50mg/m3 Power plant no. 2: 25.3t

Alkali recovery: 1.62mg/m3 (chemical pulp mill) Alkali recovery: 15.5t

Lime kiln: 7.54mg/m3 Lime kiln: 10.7t

Exhaust gas NOx Organised 4 Chenming Industrial Park Power plant no. 1: 31.1mg/m

3 50mg/m3 (self-owned Power plant no. 1: 55.1t 1202.75t/ No

emission Power plant no. 2: 30.2mg/m3 power plant) 100mg/m3 Power plant no. 2: 57.0t year

Alkali recovery: 76.4mg/m3 (chemical pulp mill) Alkali recovery: 733t

Lime kiln: 32.7mg/m3 Lime kiln: 47.4t

Exhaust gas Particulates Organised 4 Chenming Industrial Park Power plant no. 1: 0.46mg/m3 5mg/m3 (self-owned Power plant no. 1: 0.847t 121.979t/ No

emission Power plant no. 2: 0.804mg/m3 power plant) 10mg/m3 Power plant no. 2: 1.54t year

Alkali recovery: 0.568mg/m3 (chemical pulp mill) Alkali recovery: 5.41t

Lime kiln: 0.870mg/m3 Lime kiln: 1.18t

2022 ANNUAL REPORT 101VII Environment and Social Responsibility

Category

of major Name of major

pollutants pollutants Number of Approved

Name of company and specific and specific Way of emission Distribution of emission Pollutant emission total Excessive

or subsidiary pollutants pollutants emission outlets outlets Emission concentration standards implemented Total emissions emissions emissions

Wuhan Chenming Exhaust gas SO2 Organised 2 Within Qianneng Electric 130T/h furnace: 3.25mg/m

3 50mg/m3 1.44381t 102.58t/year No

Hanyang Paper emission Power factory area 75T/h furnace: 7.36mg/m3

Holdings Co. Exhaust gas NOx Organised 2 Within Qianneng Electric 130T/h furnace: 55.13mg/m

3 100mg/m3 14.8345t 205.16t/year No

Ltd. emission Power factory area 75T/h furnace: 46.15mg/m3

Exhaust gas Particulates Organised 2 Within Qianneng Electric 130T/h furnace: 1.57 mg/m3 20mg/m3 0.89747t 41.032t/year No

emission Power factory area 75T/h furnace: 5.18mg/m3

Wastewater COD Direct emission 1 Total wastewater 40.16mg/L 80mg/L 28.67t 184.3t/year No

discharge

Wastewater Ammonia Direct emission 1 Total wastewater 1.812mg/L 8mg/L 0.44t 17.3t/year No

nitrogen discharge

Wastewater Total nitrogen Direct emission 1 Total wastewater 5mg/L 12mg/L 4.95t – No

discharge

Jiangxi Chenming Exhaust gas SO2 Organised 1 Thermal power plant 240T/h furnace: 12.35mg/m

3 200mg/m3 41.526t 806t/year No

Paper Co. Ltd. emission

Exhaust gas NOx Organised 1 Thermal power plant 240T/h furnace: 29.05mg/m

3 200mg/m3 97.6932t 806t/year No

emission

Exhaust gas Particulates Organised 1 Thermal power plant 240T/h furnace: 4.6mg/m3 30mg/m3 15.4547t 135t/year No

emission

Wastewater COD Direct emission 1 Total wastewater 44.72mg/L 90mg/L 204.5406t 1260t/year No

discharge

Wastewater Ammonia Direct emission 1 Total wastewater 1.13mg/L 8mg/L 5.1817t 112t/year No

nitrogen discharge

Wastewater Total nitrogen Direct emission 1 Total wastewater 4.93mg/L 12mg/L 21.754t – No

discharge

Jilin Chenming Exhaust gas SO2 Organised 3 (2 in use Within factory area 4.87mg/m

3 100mg/m3 3.65t 97t/year No

Paper Co. Ltd. emission 1 spare)

Exhaust gas NOx Organised 3 (2 in use Within factory area 32.07mg/m

3 100mg/m3 23.76t 213t/year No

emission 1 spare)

Exhaust gas Particulates Organised 3 (2 in use Within factory area 9.22mg/m3 30mg/m3 6.23t 51.66t/year No

emission 1 spare)

Wastewater COD Indirect 1 Total wastewater 126.58mg/L 500mg/L 558.46t 6000t/year No

emission discharge

Wastewater Ammonia Indirect 1 Total wastewater 1.6mg/L 45mg/L 7.13t 500t/year No

nitrogen emission discharge

Wastewater Total nitrogen Indirect 1 Total wastewater 5.93mg/L 50mg/L 24.65t – No

emission discharge

Zhanjiang Exhaust gas SO2 Organised 5 Within factory area Power plant no. 1: 7.6mg/m

3 1#2#3#4# circulating 56.409t 620t/year No

Chenming Pulp emission Power plant no. 2: 6.86mg/m3 fluidised bed boilers:

& Paper Co. Power plant no. 3: 3.42mg/m3 35mg/m3

Ltd. Power plant no. 4:: 7.47mg/m3

Exhaust gas NOx Organised 5 Within factory area Alkali recovery: 123.04mg/m

3 Alkali recovery: 200mg/m3 1302.598t 1800t/year No

emission Power plant no. 1: 12.12mg/m3 1#2#3#4# circulating

Power plant no. 2: 9.71mg/m3 fluidised bed boilers:

Power plant no. 3: 8.05mg/m3 50mg/m3

Power plant no. 4:: 6.53mg/m3

Exhaust gas Particulates Organised 5 Within factory area Power plant no. 1: 1.81mg/m3 1#2#3#4# circulating 11.853t 195.06t/year No

emission Power plant no. 2: 1.08mg/m3 fluidised bed boilers:

Power plant no. 3: 0.76mg/m3 10mg/m3

Power plant no. 4:: 0.93mg/m3

Wastewater COD Direct emission 1 Within factory area 39.14mg/L 90mg/L 778.432t 1943t/year No

Wastewater Ammonia Direct emission 1 Within factory area 1.27mg/L 8mg/L 25.065t 43.9t/year No

nitrogen

Wastewater Total nitrogen Direct emission 1 Within factory area 4.82mg/L 12mg/L 96.167t 320.4t/year No

102VII Environment and Social Responsibility

Category

of major Name of major

pollutants pollutants Number of Approved

Name of company and specific and specific Way of emission Distribution of emission Pollutant emission total Excessive

or subsidiary pollutants pollutants emission outlets outlets Emission concentration standards implemented Total emissions emissions emissions

Huanggang Exhaust gas SO2 Organised 1 Lime kiln chimney 18.59 mg/m

3 80mg/m3 13.76t 142.872t/ No

Chenming Pulp emission year

& Paper Co. Exhaust gas SO2 Organised 1 Alkali furnace chimney 3.43 mg/m

3 200mg/m3 11.170t 328.417t/ No

Ltd. emission year

Exhaust gas NOx Organised 1 Lime kiln chimney 135.16 mg/m

3 180mg/m3 107.36t 181.887t/ No

emission year

Exhaust gas NOx Organised 1 Alkali furnace chimney 171.08 mg/m

3 200mg/m3 587.576t 950.829t/ No

emission year

Exhaust gas Particulates Organised 1 Lime kiln chimney 16.40 mg/m3 200mg/m3 12.03t 45.311t/year No

emission

Exhaust gas Particulates Organised 1 Alkali furnace chimney 13.00 mg/m3 30mg/m3 44.019t 83.759t/year No

emission

Wastewater COD Indirect 1 Total wastewater 15.13 mg/L 150mg/L 128.04t 398.911t/ No

emission discharge year

Wastewater Ammonia Indirect 1 Total wastewater 0.10 mg/L 14mg/L 0.85t 39.891t/year No

nitrogen emission discharge

Wastewater Total nitrogen Indirect 1 Total wastewater 1.20mg/L 15mg/L 10.21t – No

emission discharge

I. Major environmental protection matters (Continued)

Treatment of pollutants

1. Shandong Chenming Paper Group Co. Ltd.

Its own power plant uses the exhaust gas treatment process of limestone-gypsum desulfurisation+SNCR selective

non-catalytic reduction denitration +electric and bag composite dust removal+wet type electric dust removal. In 2022

the environmental protection exhaust gas treatment facilities operated well and were overhauled in time according

to the overhaul plan. The daily average exhaust gas indicator did not exceed the standard and the exhaust gas was

discharged up to the standard after treatment.Its sewage treatment plant uses the traditional activated sludge wastewater treatment process and the wastewater

which is treated up to the standard is discharged into the sewage treatment plant of Shouguang Zhongye Water Co.Ltd. In 2022 the wastewater treatment facilities operated well and were overhauled in time according to the overhaul

plan. The daily average wastewater indicator did not exceed the standard and the wastewater was discharged up to

the standard after treatment.

2. Shouguang Meilun Paper Co. Ltd.

Its own power plant uses the exhaust gas treatment process of limestone-gypsum desulfurisation+SNCR selective

non-catalytic reduction denitration+electric and bag composite dust removal+wet type electric dust removal. The

chemical pulp alkali recovery furnace uses the exhaust gas treatment process of PSCR denitration+electrostatic dust

removal and the chemical pulp lime kiln uses the exhaust gas treatment process of ozone denitration+ electrostatic

dust removal+wet type electric dust removal. In 2022 the environmental protection exhaust gas treatment facilities

operated well and were overhauled in time according to the overhaul plan. The daily average exhaust gas indicator

did not exceed the standard and the exhaust gas was discharged up to the standard after treatment.

2022 ANNUAL REPORT 103VII Environment and Social Responsibility

I. Major environmental protection matters (Continued)

Treatment of pollutants (Continued)

3. Wuhan Chenming Hanyang Paper Holdings Co. Ltd.

The Qianneng Electric Power uses the exhaust gas treatment process of limestone desulfurisation+SCR catalytic

reduction+SNCR selective non-catalytic reduction denitrification+electric and bag composite dust removal. In 2022

the environmental protection exhaust gas treatment facilities operated well and were overhauled in time according

to the overhaul plan. The daily average exhaust gas indicator did not exceed the standard and the exhaust gas was

discharged up to the standard after treatment.Water pollutants are treated by physicochemical+biochemical+Fenton treatment methods and the 20000-tonne

treatment process is: catchment well-conditioning-primary settling-cooling tower-aeration tank-secondary settling

tank-Fenton-re-conditioning tank-clarifier. The water treatment process has operated normally and the average

discharge in 2022 was: COD at 56mg/L with the discharge standard at 80mg/L ammonia nitrogen at 1.71mg/L

with the discharge standard at 8mg/L and total nitrogen at 2.22mg/L with the discharge standard at 12mg/L. All the

pollutants were discharged up to the standard.

4. Jiangxi Chenming Paper Co. Ltd.

Its own power plant uses the exhaust gas treatment process of ammonia desulfurisation+SNCR catalytic reduction

denitrification+ electric and bag composite dust removal+90-metre desulfurisation and denitrification tower. The

aerobic section of the sewage treatment plant is equipped with a negative pressure exhaust device to recover and

treat the exhaust gas from anaerobic and aerobic sections and uses the process of alkali spraying+biofiltration+water

washing. In 2022 the environmental protection exhaust gas treatment facilities operated well and were overhauled

in time according to the overhaul plan. The daily average exhaust gas indicator did not exceed the standard and the

exhaust gas was discharged up to the standard after treatment.Industrial wastewater is collected by a catchment well with large particles removed by grids and fibres in the

wastewater recovered by inclined mesh and then flow into the settling tank for preliminary settling and cooling in

free-flowing. When the water temperature reaches 38°C the water is pumped into a high-concentration primary

settling tank and a low-concentration primary settling tank. After the pre-acidification treatment organic matter which

can be easily decomposed from the polymer decomposed through a hydrolysis acidification tank. In the biochemical

process the biogas produced is recovered for power generation and the biochemical water enters into the anaerobic

section and gets into aeration and other aerobic systems with cooled low-concentration water. A stable COD value

is achieved through the aerobic system. In order to better treat the water the aerobic water enters into the in-depth

treatment system and is treated up to the standard through the processes such as Fenton treatment settling tank

treatment inclined plate settling and flocculation settling. In the process of wastewater treatment the suspended

matter in the water body is removed from the sludge produced which is treated by the processes such as plate-and-

frame filtering and belt machine desliming which meets the requirements of Table II of GB3544. A reclaimed water

recycling device is in place to recycle some water which meets the requirements.

5. Jilin Chenming Paper Co. Ltd.

Its own power plant uses low-temperature combustion staged combustion and SCR denitrification outside the

furnace and uses bag filter for flue gas dust removal and uses wet desulfurisation process of limestone inside the

furnace + limestone-gypsum outside the furnace and the discharge is up to the standard.The sewage station uses the treatment process of anaerobic (IC reactor)+aerobic (jet aeration)+in-depth treatment

(Fenton advanced oxidation) and the discharge is up to the standard.

104VII Environment and Social Responsibility

I. Major environmental protection matters (Continued)

Treatment of pollutants (Continued)

6. Zhanjiang Chenming Pulp and Paper Co. Ltd.

Atmospheric pollutant treatment: bag filter dust removal+wet limestone-gypsum desulfurisation+SCR denitration

system. Atmospheric pollutant treatment facilities operate normally. In 2022 the average emissions were lower than

the emission standards and the total pollutant emissions were lower than the approved total emissions. In 2022

the total particulate emissions were 11.853 tonnes which were lower than the standard of 195.06 tonnes/year the

nitrogen oxides were 1302.598 tonnes which were lower than the total 1800 tonnes/year and the sulphur dioxide was

56.409 tonnes which was lower than the total 620 tonnes/year. The discharge was up to the standard.

Water pollutants are treated by physicochemical+biochemical+Fenton treatment methods and the 86.000-tonne

treatment process is: catchment well-conditioning-primary settling-cooling tower-aeration tank-secondary settling

tank-Fenton-re-conditioning tank-clarifier. The 30000-tonne treatment process is: catchment well-primary settling

tower – hydrolysis tank-IC tower – aeration tank-secondary settling tank-Fenton-oxidation callback tank-final settling

tank. The water treatment process has operated normally. In 2022 the average discharge was: COD at 56mg/L as

compared with the discharge standard at 80mg/L ammonia nitrogen at 1.71mg/L as compared with the discharge

standard at 8mg/L and total nitrogen at 2.22mg/L as compared with the discharge standard at 12mg/L. All the

pollutants were discharged up to the standard.

7. Huanggang Chenming Pulp & Paper Co. Ltd.

The alkali furnace uses polymer denitration outside the furnace+electrostatic dust removal and alkaline melt from

the process able to absorb sulphur dioxide. The discharge is up to the standard. The lime kiln uses limestone to fix

sulphur and five electrostatic precipitators to remove dust. The discharge is up to the standard.The sewage treatment uses physical settling+aerobic biochemical treatment+Fenton in-depth treatment process. The

discharge is up to the standard.The lime kiln scrubbing tower which was constructed with an investment of RMB4.2 million came into use on 1

May 2022. It can effectively reduce the emission concentration of sulphur dioxide and hydrogen sulphide to below

10 mg/m3.

Emergency plan for emergency environmental incidents

The Company has strictly implemented emergency regulations for emergency environmental incidents and formulatedvarious emergency plans for emergency environmental incidents according to the technical requirements in the “TechnicalGuidelines for Emergency Environmental Pollution Accidents”. The plans are reviewed by and filed with the Environmental

Protection Bureau and regular emergency training and emergency drills are conducted. Emergency measures in relation

to dangerous chemicals are formulated in accordance with the environmental protection requirements. At the same time

necessary emergency supplies are provided with regular inspections and updates.

2022 ANNUAL REPORT 105VII Environment and Social Responsibility

I. Major environmental protection matters (Continued)

Environmental self-monitoring programme

The Company has strictly complied with self-monitoring laws and regulations and conducted self-monitoring in accordance

with the environmental protection requirements to establish and perfect the corporate environmental management ledgers

and materials. At present self-monitoring is a combination of manual monitoring and automatic monitoring. At the same

time qualified units are engaged to conduct regular monitoring. Automatically monitored items include: total wastewater

discharge (COD ammonia nitrogen flow rate total phosphorus total nitrogen and PH); power plant alkali recovery boilers

and lime kiln exhaust emissions (sulphur dioxide nitrogen oxide and smoke). Manually monitored items include: daily

monitoring of COD ammonia nitrogen SS chroma PH total phosphorus and total nitrogen indicators. Sewage and other

monitoring items unorganised exhaust emission solid waste and noise at the plant boundary are monitored on a monthly

or quarterly basis by qualified units engaged in accordance with the local environmental protection requirements in relation

to each subsidiary.The self-monitoring data and environmental monitoring programmes for pollutants discharge of various subsidiaries are

published on the national key pollution source information disclosure website and the provincial key pollution source

information disclosure websites.Measures taken to reduce its carbon emissions during the reporting period and their effectiveness

√ Applicable □ Not applicable

1. The Group strengthened energy management and compared and analysed the consumption of coal electricity on a

daily basis with strict control.

2. The Group implemented the conversion of old and new energy sources eliminated high energy-consuming

equipment replaced high-efficiency inverter and energy-saving motors and reduced energy consumption.

3. According to the zero position of the air cover of the paper machine dryer the Group reduced the frequency of the fan

appropriately to improve the drying efficiency by raising the zero position and save electricity consumption.

4. For moisture content of screening unit and squeezing unit of paper machine the Group reduced out of the press

moisture and the amount of steam used of drying unit by adjusting the lip plate flow rate retention rate and line

pressure and other measures.

5. The Group strengthened daily energy-saving management by developing a system for temperature of air conditioning

and switching on and off of various power supplies with tracking and inspection.

6. The Group vigorously developed clean energy and energy recycling projects to reduce carbon emissions. The

Shouguang Chenming 33 MW and Zhanjiang Chenming 24 MW photovoltaic power generation projects was

underway.

7. The Group carried out energy saving and emission reduction at different factories so that the amount of clean water

was under strict control the amount of water produced by membrane treatment was increased and the amount of

wastewater recycled was increased.

106VII Environment and Social Responsibility

I. Major environmental protection matters (Continued)

Investment in environmental governance and protection and payment of environmental protection tax

The Company has always adhered to the concept of “green development ecological Chenming” and clung to the

development model of “clean production” and resource recycling. A green ecology is incorporated in the whole process of

production and operation. The Company has invested more than RMB8 billion in total to construct the pollution treatment

facilities including the alkali recovery system middle water treatment system middle water reuse system white water

recovery system and black liquor comprehensive utilisation system. The environmental protection indicators rank high

in China. During the reporting period the Company paid environmental protection tax according to law. The Company’s

environmental protection tax mainly results from atmospheric pollutants. According to the Environmental Protection

Tax Law of People’s Republic of China and its implementation rules the pollutants shall be calculated according to the

automatic monitoring data of pollutants if automatic pollutant monitoring equipment which complies with national provisions

and monitoring standards is installed and used. Taxable atmospheric pollutants are determined according to the pollution

equivalent quantity converted from the amount of pollutant discharge. The taxable atmospheric pollutants discharged

from each outlet or where there is no outlet are to be ranked in decreasing order of pollution equivalent quantity and

environmental taxes are to be levied on the top three pollutants. In 2022 the Company paid environmental protection tax

amounting to RMB13.4381 million.Administrative penalties for environmental problems during the reporting period

Impact on the production

Name of company and operation of the Corrective measures of the

or subsidiary Reasons for penalty Violations Penalty results listed company Company

Jiangxi Chenming Excessive emission of On 12 September 2021 the Nanchang On 7 January 2022 Jiangxi Chenming * Control at source ensured

Paper Co. Ltd. polluted water Municipal Ecological Environment the Nanchang had completed that the indicators of each

Bureau conducted an onsite Municipal Ecological rectification and section reached the required

inspection of Jiangxi Chenming. Environment Bureau paid the fine on range through strict control

After testing the suspended solids issued the Decision time. There was no on the operation of the water

of the wastewater samples collected on Administrative significant adverse treatment system. * Water

from the wastewater discharge Penalty and impact on the listed intake stabilisation avoided

outlet amounted to 59.33 mg/L imposed a fine of company the impact of excessive water

and the chromaticity amounted to RMB401000 on volume to affect the indicator

64 which were 0.98 times and 0.28 Jiangxi Chenming. of suspended solids in the

times higher than the standard effluent. * The monitoring

respectively. Therefore the of drainage indicators was

wastewater discharge exceeded the strengthened. They were

standard. adjusted on time to ensure

that the discharge met the

standards.Other environmental information to be disclosed

The relevant environmental protection information of the pollutant discharge permit information and the pollutant discharge

permit requirements is announced on the national sewage discharge permit management information platform.Other environmental protection related information

Other environmental protection related information is announced on the Company’s website.

2022 ANNUAL REPORT 107VII Environment and Social Responsibility

II. Social responsibility

In 2022 adhering to the philosophy of “Creating high-quality paper products and sincerely repaying the society” the

Company paid attention to the creation of social value while pursuing economic benefits and took the initiative to performsocial responsibility. It was awarded various honorary titles such as “2022 Environmental and Social ResponsibilityEnterprise” “Enterprises with Excellent Contribution in Supporting Education Development” and “2022 Top 500 High-techEnterprises for Philanthropy in China”. For details please refer to the 2022 Environment Social and Governance Report of

Shandong Chenming Paper Holdings Limited published by the Company on CNINFO on 31 March 2023.III. Consolidate and expand the achievements of poverty alleviation and rural revitalisation

For a long time the Company has always taken “revitalising the Chinese papermaking industry” as its own responsibility

staying true to original aspiration bravely taking responsibility giving consideration to both righteousness and benefit and

attaching importance to virtue. In order to consolidate and expand the poverty alleviation achievements and fully support

rural revitalisation the Company actively participates in various charitable activities while focusing on the development of

its principal activities. It has participated in the “Daily Donation with Compassion” activity in Shouguang City for more thanten years in a row helping the disadvantaged groups out of poverty through charitable relief projects such as “Aid for theDisabled” “Special Life Assistance” and “Poverty Alleviation Activities” and the staff mutual aid foundation of the Company.During the COVID-19 economic environment prevention and control period the Company actively implemented economic

environment prevention measures built its own safety barrier and steadily promoted production resumption in the

production bases. Meanwhile the Company donated money and materials worth of more than RMB13 million to the

economic environment area to help recover the local economies. During the reporting period the Board considered and

approved the investment in and construction of the softwood bleaching chemical pulp project with annual production

capacity of 300000 tonnes and the investment in and construction of the special paper project with annual production

capacity of 180000 tonnes by Zhanjiang Chenming in Taiping Town Mazhang District Zhanjiang City. Upon completion

the projects will create employment opportunities and promote the economic development of township areas. In the

future the Company will give full play to its own advantages continue to actively participate in poverty alleviation activities

while developing and expanding business help the recipients get rid of poverty and become rich with pragmatic

measures keep promoting rural revitalisation and practicing social responsibility with high quality.

108VIII Material Matters

I. Performance of undertakings

1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers

shareholders related parties bidders and the Company during the reporting period or prior periods

but subsisting to the end of the reporting period

√ Applicable □ Not applicable

Party involved in Type of Undertaking Particulars on

Undertaking undertaking undertaking Details of undertaking date Term the performance

Undertaking Shandong Chenming Undertaking to 1. I/The Company has provided information and documents related to 21 November Until the Implementing as

made Paper Holdings provide true the transaction (including but not limited to original written materials 2022 implementation normal

during asset Limited and accurate and duplicate materials or oral testimony). I/The Company guarantees that of the

restructuring its Directors complete the copies or photocopies of the documents and materials provided restructuring is

Supervisors and information are the same as the originals and the signatures and seals of these completed.Senior Management documents and materials are true ensures that the relevant information

(Chen Hongguo and documents provided for the transaction are true accurate and

Hu Changqing Li complete and there are no false records misleading statements or

Xingchun Feng Li Li major omissions and bears individual and joint legal responsibilities

Weixian Han Tingde for the authenticity accuracy and completeness of the information

Li Chuanxuan Li provided. 2. The Company/I guarantee that there are no false records

Zhihui Sun Jianfei Yin misleading statements or major omissions in the information disclosure

Meiqun Yang Biao and application documents of the transaction. If the information

Li Kang Qiu Lanju provided or disclosed in the transaction is suspected to contain false

Sang Ailing Pan records misleading statements or major omissions thus causing

Ailing Zhang Hong Li losses to investors the Company/I will be jointly and severally liable for

Xueqin Li Zhenzhong compensation. 3. If the transaction is placed on file for investigation by

Li Mingtang Ge the judicial authorities or by the CSRC because of the false records

Guangming Dong misleading statements or major omissions in the information provided

Lianming Yuan Xikun or disclosed the Directors Supervisors and Senior Management

and Chu Hon Leung) members who hold the shares of the Company will suspend the

transfer of the shares (if any) before the case investigation conclusion

is clear and submit the written application for transfer suspension and

the stock account to the Board within two trading days after receiving

the notice of filing the investigation. The Board shall apply to the stock

exchange and the depository and clearing corporation for locking up

on their behalf. If the lock-up application is not submitted within two

trading days the Board is authorised to directly submit the identity

and account information of the Directors Supervisors and Senior

Management members of the Company to the stock exchange and

the depository and clearing corporation for lock-up after verification.If the Board fails to submit the identity and account information of

the directors supervisors and Senior Management members to the

stock exchange and the depository and clearing corporation the

stock exchange and the depository and clearing corporation shall be

authorised to directly lock up the relevant shares. If the investigation

concludes that there are violations of laws and regulations the relevant

Directors Supervisors and Senior Management members promise

to lock up the shares and voluntarily use them for compensation to

relevant investors.

2022 ANNUAL REPORT 109VIII Material Matters

I. Performance of undertakings (Continued)

1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers

shareholders related parties bidders and the Company during the reporting period or prior periods

but subsisting to the end of the reporting period (Continued)

Party involved in Type of Undertaking Particulars on

Undertaking undertaking undertaking Details of undertaking date Term the performance

Chenming Holdings Undertaking on 1. This reorganisation is conducive to improving the Company’s 21 November Until the Implementing as

Company Limited the principle profitability enhancing the sustainable operation ability and protecting 2022 implementation normal

Chenming Holdings transaction the interests of investors and minority shareholders. We agree to this of the

(Hong Kong) Limited. opinions and reorganisation in principle. 2. During the period from the first disclosure restructuring is

share changes of the reorganisation plan to its completion the company will not completed.during the reduce its shareholding in the Company. This commitment letter is

reorganisation legally binding on the company from the date of signing and the

period company is willing to bear all the legal responsibility of the economic

losses claims and extra expenses caused to Chenming Paper for

violating the above commitments.Chen Hongguo Hu Undertaking On 12 August 2022 the Company published an announcement on the 21 November Until the Implementing as

Changqing Li on the preliminary disclosure of disposal of shares by certain Directors and 2022 completion normal

Xingchun Feng Li Li shareholding Senior Management members namely Hu Changqing Li Feng Li date of the

Weixian Han Tingde reduction Weixian Li Zhenzhong Li Mingtang Dong Lianming and Yuan Xikun. implementation

Li Chuanxuan Li plan during Due to personal capital needs the Directors and Senior Management of the

Zhihui Sun Jianfei Yin the asset members mentioned above intended to dispose of 3753100 shares restructuring

Meiqun Yang Biao restructuring by centralised bidding or bulk transaction within 6 months after the plan

Li Kang Qiu Lanju date of the announcement of disposal of shares. For details please

Sang Ailing Pan refer to the relevant announcement of CNINFO (www.cninfo.com.Ailing Zhang Hong Li cn). Apart from the plan of disposal of shares by certain Directors and

Xueqin Li Zhenzhong Senior Management members as disclosed above I have no other

Li Mingtang Ge plan to dispose of shares from the date of the first disclosure of the

Guangming Dong reorganisation plan to its completion. This commitment letter is legally

Lianming Yuan Xikun binding on me from the date of signing and I am willing to bear all legal

and Chu Hon Leung responsibilities for all economic losses claims and extra expenses

caused to Chenming Paper by violating the above commitments.

110VIII Material Matters

I. Performance of undertakings (Continued)

1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers

shareholders related parties bidders and the Company during the reporting period or prior periods

but subsisting to the end of the reporting period (Continued)

Party involved in Type of Undertaking Particulars on

Undertaking undertaking undertaking Details of undertaking date Term the performance

Chenming Holdings Commitment letter 1. The company and its all directors supervisors and senior management 21 November Until the Implementing as

Company Limited on no insider members as well as the entities controlled by the above-mentioned 2022 completion normal

Chenming Holdings trading subjects have not been placed on file for investigation on suspicion of date of the

(Hong Kong) insider trading related to the transaction. In the last 36 months there implementation

Limited Shandong is no case that the CSRC had imposed administrative punishment or of the

Chenming Paper the judicial organs had lawfully investigated criminal responsibility for restructuring

Holdings Limited participating in insider trading related to major asset reorganisation plan

and their directors and there has been no case that the above personnel are not

supervisors and allowed to participate in the transaction according to Article 13 of the

senior management Guidelines for Supervision of Listed Companies No.7 – Supervision

(Chen Hongguo of Abnormal Stock Trading Related to Major Asset Restructuring of

Hu Changqing Li Listed Companies. 2. The company and its directors supervisors and

Xingchun Li Feng Li senior management members guarantee to take necessary measures

Weixian Han Tingde to keep the information and materials involved in the transaction strictly

Li Chuanxuan Li confidential.Zhihui Sun Jianfei Yin

Meiqun Yang Biao

Li Kang Qiu Lanju

Sang Ailing Pan

Ailing Zhang Hong Li

Xueqin Li Zhenzhong

Li Mingtang Ge

Guangming Dong

Lianming Yuan Xikun

and Chu Hon Leung)

2022 ANNUAL REPORT 111VIII Material Matters

I. Performance of undertakings (Continued)

1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers

shareholders related parties bidders and the Company during the reporting period or prior periods

but subsisting to the end of the reporting period (Continued)

Party involved in Type of Undertaking Particulars on

Undertaking undertaking undertaking Details of undertaking date Term the performance

Dongxing Securities Undertaking to 1. The company has provided the Company and the intermediaries 21 November Until the Implementing as

Investment Co. provide true serving for the transaction with relevant information and documents 2022 completion normal

Ltd. Chongqing accurate and of the company (including but not limited to original written materials date of the

International Trust Inc. complete duplicate materials or oral testimony). The company guarantees that implementation

Chenming (Qingdao) information the copies or photocopies of the documents and materials provided of the

Asset Management are consistent with the originals and the signatures and seals of restructuring

Co. Ltd. these documents and materials are true ensures that the relevant plan

information and documents provided for the transaction are true

accurate and complete and there are no false records misleading

statements or major omissions and bears individual and joint legal

responsibilities for the authenticity accuracy and completeness of

the information provided. 2. During the period of the transaction

the company will disclose the information about the transaction to

the Company in a timely manner in accordance with relevant laws

regulations and rules and the relevant provisions of the CSRC and

Shenzhen Stock Exchange so as to ensure the authenticity accuracy

and completeness of such information and guarantee that there are

no false records misleading statements or major omissions in such

information. If the relevant information provided by the company for

the transaction does not meet the above requirements and causes

losses to the Company and investors the company will bear individual

and joint liability for compensation. 3. If the information provided or

disclosed for the transaction is suspected of false records misleading

statements or major omissions and is put on file for investigation by

the judicial authorities or by the CSRC the shares of Chenming Paper

will not be transferred before the investigation conclusion is formed

and the written application for transfer suspension and the securities

account will be submitted to the Board of Chenming Paper within two

trading days after receiving the notice of filing for investigation and the

Board will apply to the stock exchange and the depository and clearing

corporation for locking up on behalf of the company. If the locking

up application is not submitted within two trading days the company

authorises the Board to directly submit the identity and account

information of the company to the stock exchange and the depository

and clearing corporation for locking up after verification. If the Board

fails to submit the identity and account information of the company

to the stock exchange and the depository and clearing corporation

the company authorises the stock exchange and the depository and

clearing corporation to directly lock up the relevant shares. If the

investigation concludes that there is a violation of laws and regulations

the company promises to lock up the shares and voluntarily use them

for compensation to relevant investors.

112VIII Material Matters

I. Performance of undertakings (Continued)

1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers

shareholders related parties bidders and the Company during the reporting period or prior periods

but subsisting to the end of the reporting period (Continued)

Party involved in Type of Undertaking Particulars on

Undertaking undertaking undertaking Details of undertaking date Term the performance

Dongxing Securities Undertaking on 1. The company will not transfer the shares acquired from the transaction 21 November Twelve months Implementing as

Investment Co. Ltd. share lock-up within 12 months from the date when the shares acquired in the 2022 from the date normal

transaction are issued. However if the CSRC requests to adjust the of completion

lock-up period of the subject shares it shall be adjusted according of shareto relevant requirements. 2. The above-mentioned “shares acquired issuancein the transaction” include the shares acquired during the lock-up

period due to the distribution of stock dividends and the increase of

capital reserves. 3. After the shares of Chenming Paper acquired in

the transaction are unlocked the company’s disposal of shares must

comply with the Company Law of the People’s Republic of China

the Securities Law of the People’s Republic of China the Rules

Governing Listing of Stocks on Shenzhen Stock Exchange Shenzhen

Stock Exchange Implementation Rules on the Share Lessening by the

Shareholders Directors Supervisors and Senior Management of Listed

Companies and the Articles of Association of Shandong Chenming

Paper Holdings Limited and other provisions of laws regulations rules

and normative documents.Chongqing International Chongqing Trust (the “company”) as the trustee of Chongqing Trust 21 November Twelve months Implementing as

Trust Inc. Huiyu No. 6 Collective Fund Trust Plan (“Huiyu No. 6” or the “Plan”) 2022 from the date normal

represents Huiyu No. 6 as the counterparty of the Company in the of completion

transaction and will hold shares of the Company after the transaction of share

is completed. The company has made the following commitments issuance

on the lock-up period of the shares of the Company acquired in the

transaction (the “subject shares”): 1. The shares of the Company

acquired by the company (representing Huiyu No. 6) in the transaction

will not be transferred within 12 months from the date when the shares

acquired in the transaction are issued but if the CSRC requests to

adjust the lock-up period of the subject shares it shall be adjustedaccording to relevant requirements. 2. “The shares of the Companyacquired in the transaction” as mentioned above include shares of the

Company acquired during the lock-up period due to the distribution

of stock dividends by the Company and the increase of capital

reserves. 3. The company (representing Huiyu No. 6) shall abide by

the Company Law of the People’s Republic of China the Securities

Law of the People’s Republic of China the Rules Governing Listing

of Stocks on Shenzhen Stock Exchange Shenzhen Stock Exchange

Implementation Rules on the Share Lessening by the Shareholders

Directors Supervisors and Senior Management of Listed Companies

and the Articles of Association of Shandong Chenming Paper Holdings

Limited and other provisions of laws regulations rules and normative

documents.

2022 ANNUAL REPORT 113VIII Material Matters

I. Performance of undertakings (Continued)

1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers

shareholders related parties bidders and the Company during the reporting period or prior periods

but subsisting to the end of the reporting period (Continued)

Party involved in Type of Undertaking Particulars on

Undertaking undertaking undertaking Details of undertaking date Term the performance

Dongxing Securities Explanation and 1. The company has a clear ownership of the subject assets which can 21 November Until the Implementing as

Investment Co. Ltd. commitment be legally disposed of and there are no rights restrictions or defects 2022 completion normal

Chenming (Qingdao) letter of the such as pledge guarantee freezing and seizure nor major legal date of the

Asset Management counterparty disputes such as litigation and arbitration. 2. During the period from the implementation

Co. Ltd. on the valuation benchmark date of the subject assets of the transaction to of the

ownership of the asset delivery date the company will not set any third-party rights restructuring

the underlying such as mortgage and pledge on the subject assets. 3. The company plan

assets waives the pre-emptive right to buy the shares transferred by other

shareholders of the target company. 4. There are no legal obstacles to

the target asset transfer by the company nor other relevant investment

agreements or other arrangements that restrict transactions.Chongqing International Chongqing Trust (the “company”) as the trustee of Chongqing Trust 21 November Until the Implementing as

Trust Inc. Huiyu No. 6 Collective Fund Trust Plan (“Huiyu No. 6” or the “Plan”) 2022 completion normal

represents Huiyu No. 6 as the transaction counterparty of the Company date of the

and hereby promises as follows: 1. The company (representing Huiyu implementation

No. 6) has a clear ownership of the subject assets and can make legal of this

disposal. There are no rights restrictions or defects such as pledge restructuring

guarantee freezing and seizure nor major legal disputes such as plan

litigation and arbitration. 2. During the period from the asset valuation

benchmark date to the asset delivery date the company (representing

Huiyu No. 6) will not set any third-party rights such as mortgage and

pledge on the subject assets. 3. The company (representing Huiyu No.

6) waives the pre-emptive right to buy the shares transferred by other

shareholders of the target company. 4. In addition there are no legal

obstacles to the target asset transfer by the company (representing

Huiyu No. 6) nor other investment agreements or other arrangements

that restrict transactions.Dongxing Securities Undertaking on 1. The company its controlling shareholder all directors supervisors and 21 November Until the Implementing as

Investment Co. absence of senior management members and the entities controlled by the above- 2022 completion normal

Ltd. Chongqing insider trading mentioned subjects have not been placed on file for investigation for date of the

International Trust Inc. suspected insider trading related to this transaction. In the last 36 implementation

Chenming (Qingdao) months there is no case that the CSRC has imposed administrative of this

Asset Management punishment or the judicial organs have lawfully investigated criminal restructuring

Co. Ltd. responsibility for participating in insider trading related to major asset plan

reorganisation and there is no case that the above personnel are not

allowed to participate in the transaction according to Article 13 of the

Guidelines for Supervision of Listed Companies No.7 – Supervision

of Abnormal Stock Trading Related to Major Asset Restructuring of

Listed Companies. 2. The company its controlling shareholder and its

all directors supervisors and senior management members guarantee

to take necessary measures to keep the confidential materials

and information involved in the transaction strictly confidential in

accordance with the requirements of applicable laws and regulations.

114VIII Material Matters

I. Performance of undertakings (Continued)

1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers

shareholders related parties bidders and the Company during the reporting period or prior periods

but subsisting to the end of the reporting period (Continued)

Party involved in Type of Undertaking Particulars on

Undertaking undertaking undertaking Details of undertaking date Term the performance

Dongxing Securities Commitment 1. The company and its major management personnel did not receive 21 November Until the Implementing as

Investment Co. Ltd. on no illegal any criminal punishment or administrative punishment related to the 2022 completion normal

Chenming (Qingdao) matters in the securities market in the last five years and there was no major civil date of the

Asset Management past five years litigation or arbitration related to economic disputes; 2. The company implementation

Co. Ltd. and its major management personnel did not fail to repay large debts of the

on schedule or fulfil their commitments were not taken administrative restructuring

supervision measures by the CSRC or were not disciplined by stock plan

exchanges; 3. The company had no other major illegal acts that

damaged the investors’ legitimate rights and interests and social public

interests nor other bad records.Chongqing International Commitment Chongqing Trust (the “company”) as the trustee of Chongqing Trust 21 November Until the Implementing as

Trust Inc. on no illegal Huiyu No. 6 Collective Fund Trust Plan (“Huiyu No. 6” or the “plan”) 2022 completion normal

matters in the represents Huiyu No. 6 as the counterparty of the transaction and date of the

past five years makes the following commitments on the plan and the relevant implementation

information of the company: (1) Commitments of the plan: 1. Since of this

its establishment the plan has not been subject to administrative restructuring

punishment or criminal punishment related to the securities market plan

and there are no major civil lawsuits or arbitrations related to economic

disputes; 2. There is no failure to repay large debts fulfil commitments

take administrative supervision measures by the CSRC or be disciplined

by stock exchanges on the plan; 3. There are no other major illegal acts

that damage the investors’ legitimate rights and interests and social

public interests in the plan nor other bad records. (2) Commitments of

the company: 1. The company and its major management personnel

did not receive any criminal punishment or administrative punishment

related to the securities market in the last five years and there were

no major civil lawsuits or arbitrations related to economic disputes

(except for other products managed by the company as litigants);

2. The company and its major management personnel did not fail to

repay large debts on schedule or fulfil their commitments were not

taken administrative supervision measures by the CSRC or were not

disciplined by stock exchanges; 3. The company had no other major

illegal acts that damage the investors’ legitimate rights and interests

and social public interests nor other bad records.

2022 ANNUAL REPORT 115VIII Material Matters

I. Performance of undertakings (Continued)

1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers

shareholders related parties bidders and the Company during the reporting period or prior periods

but subsisting to the end of the reporting period (Continued)

Party involved in Type of Undertaking Particulars on

Undertaking undertaking undertaking Details of undertaking date Term the performance

Undertaking Chenming Holdings Co. Non-competitive (1) Chenming Holdings Co. Ltd. (“Chenming Holdings”) shall not engage 22 May 2008 During the Implementing as

made on initial Ltd. undertaking whether solely jointly or by representing itself or any other persons period when normal

public offering or companies and shall not procure its associates (as defined in Chenming

or refinancing The Listing Rules of Hong Kong Stock Exchange) to engage in any Holdings was

business which competes with the business of the Company and its the major

subsidiaries (“Chenming Group” or “we”) directly or indirectly in any shareholder of

country and region which our business exists (or any part of the world if the Company

in any form of electronics business) or in any business that directly or

indirectly competes with Chenming Group’s business which we operate

from time to time (including but not limited to any business in the form

of sole proprietorship joint ventures or acquisitions or holding interests

directly or indirectly in such enterprises or by any other means); (2)

in the event that Chenming Holdings is required by its business to

whether solely jointly or by representing itself or any other persons or

companies engage in business which directly or indirectly competes

against the business of Chenming Group or obtain any business

opportunity which directly or indirectly competes against the business

of Chenming Group it shall endeavour to procure that Chenming Group

shall have priority to obtain the right to operate such business or to

obtain such business opportunity; (3) if Chenming Holdings is in breach

of the abovementioned undertakings it shall indemnify the Company

for any loss caused by such breach and the Company shall have the

right to acquire all businesses of Chenming Holdings which directly or

indirectly compete with the businesses of our Group at market price

or cost price (whichever price is lower); (4) Chenming Holdings shall

not make use of its position as the controlling shareholder (as defined

in The Listing Rules of Hong Kong Stock Exchange) of our Group to

jeopardise the legal interests of Chenming Group and its shareholders

with other persons or companies or on their behalf.

116VIII Material Matters

I. Performance of undertakings (Continued)

1. Undertakings made by parties involved in undertakings including the Company’s beneficial controllers

shareholders related parties bidders and the Company during the reporting period or prior periods

but subsisting to the end of the reporting period (Continued)

Party involved in Type of Undertaking Particulars on

Undertaking undertaking undertaking Details of undertaking date Term the performance

Chenming Holdings Co. Defective (1) According to the plan on defective properties of the Company 16 January During the Implementing as

Ltd. properties Chenming Holdings Co. Ltd. (“Chenming Holdings”) has guaranteed 2008 period when normal

and undertaken that: according to the application of the Company Chenming

for defective property(ies) owned by the Company and its holding Holdings was

subsidiary company which situated in the administrative area of the major

Shouguang city Chenming Holdings will purchase it (them) and have shareholder of

it(them) being transferred to itself pursuant to the law in accordance the Company

with the result of the related asset valuation if the Company decides

to transfer and dispose of it(them) and there is no other transferee; (2)

before the Company transfers and disposes of the defective properties

pursuant to the law if the Company suffers any economic losses due to

the defects of the title (including but not limited to damages penalties

and relocation costs) Chenming Holdings will bear such economic

losses; (3) during the regulatory process taken to the defective

properties of buildings and land of subsidiaries of the Company

situated outside the local areas (outside the administrative area of

Shouguang city) the economic losses such as penalties or relocation

costs imposed by competent administrative authorities to be borne by

the subsidiaries arising from defects of insufficient title documents shall

be paid pursuant to the law by Chenming Holdings after verification.Whether undertakings performed on time Yes

If the undertakings are not performed within specified N/A

period details of the specific reasons for the incomplete

performance and the next steps should be provided

2. Description on the Company’s assets and items in meeting original profit forecast and its explanation

as there is profit forecast for assets and items of the Company and the reporting period is still within

the profit forecast period

□ Applicable √ Not applicable

2022 ANNUAL REPORT 117VIII Material Matters

II. Appropriation of funds of the Company by the controlling shareholder and other related

parties for non-operating purposes

□ Applicable √ Not applicable

There was no appropriation of funds of the Company by the controlling shareholder and other related parties for non-

operating purposes during the reporting period.III. External guarantees against the rules and regulations

□Applicable √ Not applicable

There was no external guarantee provided by the Company which was against the rules and regulations during the reporting

period.IV. Opinions of the Directors regarding the latest “modified auditor’s report”

□Applicable √ Not applicable

V. Opinions of the Board the Supervisory Committee and independent Directors (if any)

regarding the “modified auditor’s report” for the reporting period issued by the accountants

□Applicable √ Not applicable

VI. Changes in accounting policies accounting estimates or correction of major accounting

errors as compared to the financial report for the prior year

√ Applicable □ Not applicable

Changes in accounting policies as a result of application of new accounting standards

Prior to the changes the Company applied the Accounting Standards for Business Enterprises – Basic Standards and

various specific accounting standards application guidelines thereof interpretations and other related rules promulgated by

the Ministry of Finance.Upon the changes the Company will apply the Interpretation No. 15 and the Interpretation No. 16 promulgated by the

Ministry of Finance on 31 December 2021 and 13 December 2022 respectively.On 31 December 2021 the Accounting Standards for Business Enterprises Interpretation No. 15 (Cai Hui [2021] No. 35

hereinafter referred to as “Interpretation No. 15”) regarding regulations on the Accounting Treatment for the External Sales

of Products or By-Products Produced Prior to Reaching the Intended Use of Fixed Assets or During the R&D Process and

the Determination of Onerous Contracts were promulgated and were applied by the Company since 1 January 2022.On 13 December 2022 the Accounting Standards for Business Enterprises Interpretation No. 16 (Cai Hui [2022] No. 31

hereinafter referred to as “Interpretation No. 16”) regarding the Accounting Treatment for the Income Tax Impacts of

Dividends in Relation to Financial Instruments Classified as Equity Instrument by the Issuer and the Accounting Treatment

for the Reclassification of Cash-Settled Share-Based Payment as Equity-Settle Share-Based Payment by an Enterprise

were promulgated and were applied by the Company since the date of promulgation.Other unchanged parts remain to be applicable in accordance with the Accounting Standards for Business Enterprises –

Basic Standards and various specific accounting standards application guidelines thereof interpretations and other related

rules promulgated by the Ministry of Finance in prior period.

118VIII Material Matters

VII. Reason for changes in scope of the consolidated financial statements as compared to the

financial report for the prior year

√ Applicable □ Not applicable

During the year 2 subsidiaries were newly established namely Jiangxi Chenming Tea Co. Ltd. and Shouguang Meichen

Energy Technology Co. Ltd. and 1 subsidiary was deregistered namely Qingdao Chenming Pulp & Paper Electronic

Commodity Spot Trading Co. Ltd. 2 subsidiaries were acquired not within the definition of business namely Shanxi Fuyin

Industry and Trade Co. Ltd. and Chongmin Culture Development (Shanghai) Co. Ltd.VIII. Engagement or dismissal of accounting firms

Current accounting firm engaged

Grant Thornton (Special

Name of the domestic accounting firm General Partnership)

Remuneration of the domestic accounting firm (RMB’0000) 330

Continued term of service of the domestic accounting firm 4

Name of certified public accountants of the domestic accounting firm Liu Jian and Jiang Lei

Continued term of service of certified public accountants of the domestic accounting firm 3

Whether to appoint another accounting firm during the period

□ Yes √ No

Particulars on recruitment of accounting firms financial consultants or sponsors for internal control and auditing purposes

√ Applicable □ Not applicable

During the year the Company engaged Grant Thornton (Special General Partnership) as the auditor for internal control

of the Company for 2022. The Company paid RMB800000 as internal control audit fees during the reporting period. The

Company engaged Guotai Junan Securities Co. Ltd. as its domestic financial advisor due to the change of listing venue

of the domestic listed foreign shares and their listing and trading on the Main Board of The Stock Exchange of Hong Kong

Limited by conversion and did not pay for the financial advisor fees during the reporting period. The Company engaged

Guotai Junan Capital Limited as its overseas financial advisor and paid HK$1000000 as financial advisor fees during the

reporting period. The Company engaged Huaying Securities Co. Ltd. as its financial advisor in respect of the issuance of

shares and payment of cash consideration for acquisition of assets and did not pay for the financial advisor fees during the

reporting period.IX. Prospects of withdrawal from listing subsequent to the publication of the annual report

□ Applicable √ Not applicable

X. Matters related to bankruptcy and reorganisation

□ Applicable √ Not applicable

There was no matter related to bankruptcy and reorganisation during the reporting period.

2022 ANNUAL REPORT 119VIII Material Matters

XI. Material litigation and arbitration

√ Applicable □ Not applicable

General information Whether

on the litigation provisions are Enforcement of Date of

(arbitration) Amount involved made Progress Trial results and impact judgment disclosure Disclosure index

Summary of matters not RMB930.7005 million No Apart from one litigation case For litigation (arbitration) with judgment In the progress Not applicable Not applicable

subject to disclosure with subject amount of made the court ordered relevant of execution

as material litigation RMB25.3 million was still defendant and guarantor to settle

(arbitration) in which at the first instance stage outstanding loans to the Company

Chenming Leasing is judgments were made in line with the request of the

the plaintiff for most of the litigations Company and would not have any

(arbitrations) and entered significant impact on the operation

the execution stage. and financial condition of the

Company.Summary of matters not RMB72.5720 million No Litigations (arbitrations) Conclusions have not yet made. It Not yet Not applicable Not applicable

subject to disclosure were being proceeded is expected that there would not entered the

as material litigation pursuant to the litigation be any significant impact on the execution

(arbitration) in which procedures. Some of the operation and financial condition of stage

the Company and litigations (arbitrations) the Company.other subsidiaries of have commenced court

the Company are the session and pending for

plaintiff judgment while some of

them were under trial.

120VIII Material Matters

XI. Material litigation and arbitration (Continued)

General information Whether

on the litigation provisions are Enforcement of Date of

(arbitration) Amount involved made Progress Trial results and impact judgment disclosure Disclosure index

Summary of matters not RMB104.9522 million No Litigations (arbitrations) Conclusions have not yet made. It Not yet Not applicable Not applicable

subject to disclosure were being proceeded is expected that there would not entered the

as material litigation pursuant to the litigation be any significant impact on the execution

(arbitration) in which procedures. Some of the operation and financial condition of stage

the Company and litigations (arbitrations) the Company.other subsidiaries of have commenced court

the Company are the session and pending

defendants for judgment. First

instance judgments were

made for some of the

litigations (arbitrations)

and appeal was made

by counterparty or the

Company. Some of the

litigations (arbitrations)

were under trial.XII. Punishment and rectification

√ Applicable □ Not applicable

Disclosure Disclosure

Name Type Reason Type of investigation punishment Conclusion (if any) date index

Jiangxi Chenming Subsidiary Excessive emission General administrative penalties On 12 September 2021 the Nanchang Municipal Ecological Environment Bureau N/A N/A

Paper Co. Ltd. of polluted water conducted an on-site inspection of Jiangxi Chenming. After testing the

suspended solids of the wastewater samples collected from the wastewater

discharge outlet amounted to 59.33 mg/L and the chromaticity amounted

to 64 which were 0.98 times and 0.28 times higher than the standard

respectively. Therefore the wastewater discharge exceeded the standard.On 7 January 2022 the Nanchang Municipal Ecological Environment

Bureau issued the Decision on Administrative Penalty and imposed a fine of

RMB401000 on Jiangxi Chenming. As at the disclosure date of the Report

Jiangxi Chenming had completed rectification and paid the fine on time.Rectification

√ Applicable □ Not applicable

(1) Control at source ensured that the indicators of each section reached the required range through strict control on the

operation of the water treatment system. (2) Water intake stabilisation avoided the impact of excessive water volume

to affect the indicator of suspended solids in the effluent. (3) The monitoring of drainage indicators was strengthened.They were adjusted on time to ensure that the discharge met the standards.

2022 ANNUAL REPORT 121VIII Material Matters

XIII. Credibility of the Company its controlling shareholders and beneficial controllers

□ Applicable √ Not applicable

XIV. Significant related party transactions

1. Related party transactions associated with day-to-day operation

√ Applicable □ Not applicable

Amount of Percentage Amount of Whether

Relationship Types of the Subject matter of Pricing basis of Related party related party as the amount transactions exceeding Settlement of Market price of

with the related party the related party the related party transaction transactions of similar approved approved related party available similar Disclosure

Related party Company transactions transactions transaction price (RMB’0000) transactions (RMB’0000) cap transactions transaction date Disclosure index

Weifang Sime Darby West Port Joint venture Labour service Port miscellaneous Market price Market price 6332.89 5.90% 10000.00 No Bank acceptance Not applicable 31 March 2022 http://

Co. Ltd. fees and telegraphic www.cninfo.com.cn

transfer

Total - - 6332.89 - 10000.00 - - - - -

Particulars on refund of bulk sale Nil

Estimated total amount for day-to-day related party transactions to be conducted during the period (by types of Nil

transactions) and their actual implementing during the reporting period (if any)

Reasons for large differences between transaction price and market reference price (if applicable) N/A

2. Related party transaction in connection with purchase or sale of assets or equity interest

□Applicable √ Not applicable

There was no related party transaction of the Company in connection with purchase or sale of assets or equity interest

during the reporting period.

3. Related party transaction connected to joint external investment

□ Applicable √ Not applicable

There was no related party transaction of the Company connected to joint external investment during the reporting

period.

4. Related creditors’ rights and debts transactions

√ Applicable □ Not applicable

Was there any non-operating related creditors’ rights and debts transaction

√ Yes □ No

Creditor’s rights receivable from any related party

122VIII Material Matters

XIV. Significant related party transactions (Continued)

4. Related creditors’ rights and debts transactions (Continued)

Amount Amount

increased recovered

Was there any during the during the Interest for

Relationship non-operating Opening current current the current Closing

with the capital balance period period Interest period balance

Related party Company Reason occupation (RMB’0000) (RMB’0000) (RMB’0000) rate (RMB’0000) (RMB’0000)

Shouguang Meite A joint venture Financial support No 1729.92 – – 6.00% 99.20 1829.12

Environmental

Technology Co. Ltd.Weifang Sime Darby West A joint venture Financial support No 8066.79 – 1296.61 6.00% 397.75 7167.93

Port Co. Ltd.Effect of related creditors’ The above creditors’ rights did not

rights on the operating affect the ordinary operation

results and financial of the Company. Moreover

position of the they catered to the needs

Company for development of existing

businesses of Shouguang Meite

Environmental and Weifang

Sime Darby West Port and

lowered the financing costs.Debts payable to any related party

Amount

increased Amount repaid

Opening during the during the Interest for the Closing

Relationship with balance current period current period Interest current period balance

Related party the Company Reason (RMB’0000) (RMB’0000) (RMB’0000) rate (RMB’0000) (RMB’0000)

Chenming Holdings Company The controlling Financial – 23500.00 23500.00 7.00% 47.25 –

Limited shareholder support

Guangdong Nanyue Bank Co. An associate Borrowing 220100.00 190910.00 220100.00 Market 4825.54 190910.00

Ltd. interest rate

Effect of related debts on the operating results and financial position Financial support was provided by Chenming Holdings without requiring any pledge or

of the Company guarantee which was a testament to its support and confidence in the future development of

the Company and helped the Company promote project construction and satisfy its needs

for working capital.

2022 ANNUAL REPORT 123VIII Material Matters

XIV. Significant related party transactions (Continued)

5. Deals with related financial companies

□ Applicable √ Not applicable

There were no deposits loans credits or other financial services between the Company its related financial

companies and the related parties.

6. Deals between financial companies controlled by the company and related parties

□ Applicable √ Not applicable

There were no deposits loans credits or other financial services between the financial companies controlled by the

Company and the related parties.

7. Other significant related party transactions

√ Applicable □ Not applicable

There was no other significant related party transaction of the Company during the reporting period.XV. Material contracts and implementation

1. Custody contracting and leasing

(1) Custody

□ Applicable √ Not applicable

There was no custody of the Company during the reporting period.

(2) Contracting

□ Applicable √ Not applicable

There was no contracting of the Company during the reporting period.

124VIII Material Matters

XV. Material contracts and implementation (Continued)

1. Custody contracting and leasing (Continued)

(3) Leasing

√ Applicable □ Not applicable

Leasing description:

As a lessee

The Company has simplified the treatment of short-term leases and leases of low-value assets by not recognising

right-of-use assets and lease liabilities. The charges to expense for short-term leases low-value assets and variable

lease payments not included in the measurement of lease liabilities during the current period are as follows:

Unit: RMB

Item 2022

Low-value leases 7345715.07

Total 7345715.07

As a lessor

Where an operating lease is formed:

According to paragraph 58 of the new lease standard the lessor shall disclose in the notes the following information

related to operating leases:

* Lease income and make separate disclosure of income related to variable lease payments not included in lease

receipts;

Unit: RMB

Item 2022

Lease income 190694151.90

2022 ANNUAL REPORT 125VIII Material Matters

XV. Material contracts and implementation (Continued)

1. Custody contracting and leasing (Continued)

As a lessor (Continued)

* The amount of undiscounted lease receipts to be received in each of the five consecutive fiscal years after the

balance sheet date and the total amount of undiscounted lease receipts to be received in the remaining years.Unit: RMB

Year 2022.12.31

Within 1 year after the balance sheet date 199136847.34

1 to 2 years after the balance sheet date 192606625.78

2 to 3 years after the balance sheet date 166116775.62

3 to 4 years after the balance sheet date 142350767.99

4 to 5 years after the balance sheet date 132326292.11

More than 5 years after the balance sheet date 131251761.59

Total 963789070.43

Items that bring profit or loss of more than 10% of the total profit of the Company during the reporting period

□ Applicable √ Not applicable

The Company did not have any leasing project that brought profit or loss to the Company amounting to more

than 10% of the total profit of the Company during the reporting period.

126VIII Material Matters

XV. Material contracts and implementation (Continued)

2. Significant guarantees

√ Applicable □ Not applicable

(1) Guarantees

During the reporting period the Company provided guarantee to subsidiaries and the guarantee amount

incurred was RMB10005.0265 million. As at 31 December 2022 the balance of the external guarantee provided

by the Company (including the guarantee to its subsidiaries by the Company and the guarantee provided

to subsidiaries by subsidiaries) amounted to RMB11974.3434 million representing 62.74% of the equity

attributable to shareholders of the Company as at the end of 2022.Unit: RMB’0000

External guarantees of the Company and its subsidiaries (excluding guarantees to subsidiaries)

Date of the related Guarantee

announcement to related

disclosing the Amount of Guarantee Counter- Fulfilled parties

Name of obligee guarantee amount guarantee Guarantee date provided Type of guarantee Collateral guarantee Term or not or not

Weifang Sime Darby West 24 July 2017 17500.00 20 December 2017 11480.00 General guarantee Credit guarantee No 10 years No No

Port Co. Ltd.Zhanjiang Runbao Trading 30 March 2022 16000.00 25 April 2022 16000.00 Pledge 34.64% equity Remaining equity transfer 2 years No No

Co. Ltd. interest in Wuhan payment of RMB160

Chenming million

Zhanjiang Dingjin Trading 7 December 2022 13558.19 7 December 2022 13558.19 Pledge Properties Remaining equity transfer 3 years No No

Co. Ltd. payment of RMB136

million

Shanghai Shuilan Trading 7 December 2022 45700.00 7 December 2022 45700.00 Pledge 100% equity interest 80% equity interest in 3 years No No

Co. Ltd. in Shanghai Taixing Port held by

Chongmin Shanghai Huahao

Total external guarantees approved during the 75258.19 Total actual external guarantees during the reporting period (A2) 75258.19

reporting period (A1)

Total external guarantees approved at the end of 92758.19 Balance of total actual guarantees at the end of the reporting period (A4) 86738.19

the reporting period (A3)

2022 ANNUAL REPORT 127VIII Material Matters

XV. Material contracts and implementation (Continued)

2. Significant guarantees (Continued)

Guarantees between the Company and its subsidiaries

Date of the related Guarantee

announcement to related

disclosing the Amount of Guarantee Counter- Fulfilled parties

Name of obligee guarantee amount guarantee Guarantee date provided Type of guarantee Collateral guarantee Term or not or not

Zhanjiang Chenming Pulp & 30 March 2019 142404.00 16 October 2020 142404.00 General guarantee No No 5 years No No

Paper Co. Ltd.Zhanjiang Chenming Pulp & 30 March 2022 1050000.00 12 May 2022 273881.95 General guarantee No No 1 year No No

Paper Co. Ltd.Shouguang Meilun Paper 27 March 2020 4900.00 30 April 2022 4900.00 General guarantee No No 5 years No No

Co. Ltd.Shouguang Meilun Paper 30 March 2022 500000.00 6 July 2022 121883.76 General guarantee No No 1 year No No

Co. Ltd.Jiangxi Chenming Paper 30 March 2019 50245.00 19 January 2022 50245.00 General guarantee No No 5 years No No

Co. Ltd.Jiangxi Chenming Paper 30 March 2022 400000.00 19 May 2022 124289.38 General guarantee No No 1 year No No

Co. Ltd.Huanggang Chenming Pulp 25 March 2021 2000.00 22 April 2022 2000.00 General guarantee No No 7 years No No

& Paper Co. Ltd.Huanggang Chenming Pulp 30 March 2022 350000.00 19 May 2022 68500.00 General guarantee No No 1 year No No

& Paper Co. Ltd.Huanggang Chenming 30 March 2022 500000.00 General guarantee No No 1 year No No

Paper Technology Co.Ltd.Huanggang Chenming Pulp 30 March 2022 30000.00 General guarantee No No 1 year No No

& Fiber Trading Co. Ltd.Jilin Chenming Paper Co. 30 March 2022 30000.00 23 May 2022 11658.00 General guarantee No No 1 year No No

Ltd.Wuhan Chenming Hanyang 30 March 2022 50000.00 General guarantee No No 1 year No No

Paper Holdings Co. Ltd.Shouguang Chenming Art 30 March 2022 20000.00 General guarantee No No 1 year No No

Paper Co. Ltd.Shandong Chenming Group 30 March 2022 30000.00 General guarantee No No 1 year No No

Finance Co. Ltd.Kunshan Tuoan Plastic 30 March 2022 10000.00 General guarantee No No 1 year No No

Products Co. Ltd.Zhanjiang Chenming 30 March 2022 30000.00 General guarantee No No 1 year No No

Arboriculture

Development Co. Ltd.Shouguang Hongyi 30 March 2022 5000.00 General guarantee No No 1 year No No

Decorative Packaging

Co. Ltd.Chenming (Singapore) Co. 30 March 2022 40000.00 General guarantee No No 1 year No No

Ltd.Chenming (HK) Limited 30 March 2022 200000.00 26 September 2022 17411.50 General guarantee No No 1 year No No

Jiangxi Chenming Tea Co. 30 March 2022 10000.00 General guarantee No No 1 year No No

Ltd.

128VIII Material Matters

XV. Material contracts and implementation (Continued)

2. Significant guarantees (Continued)

Guarantees between the Company and its subsidiaries

Date of the related Guarantee

announcement to related

disclosing the Amount of Guarantee Counter- Fulfilled parties

Name of obligee guarantee amount guarantee Guarantee date provided Type of guarantee Collateral guarantee Term or not or not

Shandong Chenming Pulp & 30 March 2019 45996.80 7 April 2022 45996.80 General guarantee No No 5 years No No

Paper Sales Co. Ltd.Shandong Chenming Pulp & 30 March 2022 350000.00 28 July 2022 158632.26 General guarantee No No 1 year No No

Paper Sales Co. Ltd.Shanghai Chenming Pulp & 30 March 2022 150000.00 31 May 2022 13500.00 General guarantee No No 1 year No No

Paper Sales Co. Ltd.Shouguang Chenming 30 March 2019 10000.00 14 January 2022 10000.00 General guarantee No No 5 years No No

Import and Export Trade

Co. Ltd.Shouguang Chenming 30 March 2022 50000.00 General guarantee No No 1 year No No

Import and Export Trade

Co. Ltd.Hainan Chenming 30 March 2022 100000.00 16 May 2022 8000.00 General guarantee No No 1 year No No

Technology Co. Ltd.Chenming (Overseas) Co. 30 March 2022 40000.00 General guarantee No No 1 year No No

Ltd.Shanghai Hongtai Property 30 March 2022 10000.00 General guarantee No No 1 year No No

Management Co. Ltd.Nanchang Chenming 30 March 2022 10000.00 General guarantee No No 1 year No No

Arboriculture

Development Co. Ltd.Shouguang Chenming 30 March 2022 5000.00 General guarantee No No 1 year No No

Papermaking Machine

Co. Ltd.Shouguang Hongxiang 30 March 2022 5000.00 General guarantee No No 1 year No No

Printing and Packaging

Co. Ltd.Shouguang Chenming 30 March 2022 5000.00 General guarantee No No 1 year No No

Modern Logistic Co.Ltd.Shandong Grand View Hotel 30 March 2022 5000.00 General guarantee No No 1 year No No

Co. Ltd.Total amount of guarantee provided for subsidiaries 3985000.00 Total amount of guarantee provided for subsidiaries during the reporting period (B2) 1000502.65

approved during the reporting period (B1)

Total amount of guarantee provided for subsidiaries 4240545.80 Total balance of guarantee provided for subsidiaries as at the end of the reporting period (B4) 1053302.65

approved as at the end of the reporting period (B3)

2022 ANNUAL REPORT 129VIII Material Matters

XV. Material contracts and implementation (Continued)

2. Significant guarantees (Continued)

Guarantees between subsidiaries

Date of the related Guarantee

announcement to related

disclosing the Amount of Guarantee Counter- Fulfilled parties

Name of obligee guarantee amount guarantee Guarantee date provided Type of guarantee Collateral guarantee Term or not or not

Chenming (HK) Limited 30 March 2019 6393.50 17 March 2020 6393.50 General guarantee No No 5 years No No

Shouguang Meilun Paper Co. Ltd 4 December 2020 30400.00 4 December 2020 30400.00 Pledge Properties No 3 years No No

Wuhan Chenming Hanyang Paper 4 December 2020 600.00 4 December 2020 600.00 Pledge Properties No 3 years No No

Holdings Co. Ltd.Huanggang Chenming Pulp & 4 December 2020 20000.00 4 December 2020 20000.00 Pledge Properties No 3 years No No

Paper Co. Ltd.Total amount of guarantee provided for subsidiaries 0.00 Total amount of guarantee provided for subsidiaries during the reporting period (C2) 0.00

approved during the reporting period (C1)

Total amount of guarantee provided for subsidiaries 57393.50 Total balance of guarantee provided for subsidiaries as at the end of the reporting period (C4) 57393.50

approved as at the end of the reporting period (C3)

Total amount of guarantee provided (i.e. sum of the above

three guarantee amount)

Total amount of guarantee approved during the reporting 4060258.19 Total amount of guarantee during the reporting period (A2+B2+C2) 1075760.84

period (A1+B1+C1)

Total amount of guarantee approved as at the end of the 4390697.49 Total balance of guarantee as at the end of the reporting period (A4+B4+C4) 1197434.34

reporting period (A3+B3+C3)

The percentage of total amount of guarantee provided (i.e. 62.74%

A4+B4+C4) to the net assets of the Company

Of which:

Balance of guarantee provided for shareholders beneficial controllers and its related parties (D) 0.00

Balance of guarantee directly or indirectly provided for obligors with gearing ratio over 70% (E) 293309.06

Total amount of guarantee provided in excess of 50% of net assets (F) 243206.07

Sum of the above three amount of guarantee (D+E+F) 536515.13

For the unexpired guarantee contract the guarantee liability has occurred during the reporting period or there is evidence showing that it is possible to bear joint liability for repayment No

(if any)

Providing external guarantees in violation of prescribed procedures (if any) No

130VIII Material Matters

XV. Material contracts and implementation (Continued)

3. Entrusted cash and asset management

(1) Entrusted wealth management

□ Applicable √ Not applicable

The Company did not have any entrusted wealth management during the reporting period.

(2) Entrusted loans

□ Applicable √ Not applicable

The Company did not have any entrusted loans during the reporting period.

4. Other material contracts

□ Applicable √ Not applicable

The Company did not have any other material contracts during the reporting period.

2022 ANNUAL REPORT 131VIII Material Matters

XVI. Other matters of significance

√ Applicable □ Not applicable

1. Issuance of shares and asset purchase through cash payments

On 21 November 2022 the Company held the fourth extraordinary meeting of the tenth session of the Board and

the second extraordinary meeting of the tenth session of the Supervisory Committee and considered and approved

relevant resolutions including the Resolution on Asset Purchase through Issuance of Shares and Cash Payment.The Company intended to acquire 1.19% equity interests in Shouguang Meilun (corresponding capital contribution

of RMB57210526 to Shouguang Meilun) held by Dongxing Investment and 44.44% limited partnership share in

Chenrong Fund held by Chongqing Trust through issuance of shares. Shandong Chenming Investment Co. Ltd. a

wholly-owned subsidiary of the Company intended to acquire 0.22% general partnership share in Chenrong held by

Chenming (Qingdao) Asset Management Co. Ltd. (“Chenming Asset Management”) through cash payment. The type

of shares issued by the Company for asset purchase was domestic-listed RMB ordinary shares (A shares) with issue

price of RMB4.42 per share. As of the end of the reporting period the audit and evaluation on subject asset under the

transaction have not yet completed.For details please refer to the relevant announcements (announcement no.: 2022-084 and 2022-085) of the Company

published on CNINFO on 22 November 2022.

132VIII Material Matters

XVI. Other matters of significance (Continued)

2. Information disclosure index for 2022

Announcement no. Subject matter Date of publication Publication website and index

2022-001 Announcement on the Continued Pledge of Shares held by 15 January 2022 http://www.cninfo.com.cn

Shareholders

2022-002 Announcement on the Recognition of the Company and its 11 February 2022 http://www.cninfo.com.cn

Subsidiaries as High and New Technology Enterprises

2022-003 Announcement on the Development of Equipment Financing 24 February 2022 http://www.cninfo.com.cn

Business by a Subsidiary

2022-004 The First Indicative Announcement on Adjustment of Coupon 25 February 2022 http://www.cninfo.com.cn

Rate of “18 Chenming Bond 01” and Implementation

Measures for Resale by Investors

2022-005 The Second Indicative Announcement on Adjustment of 1 March 2022 http://www.cninfo.com.cn

Coupon Rate of “18 Chenming Bond 01” and Implementation

Measures for Resale by Investors

2022-006 The Third Indicative Announcement on Adjustment of Coupon 3 March 2022 http://www.cninfo.com.cn

Rate of “18 Chenming Bond 01” and Implementation

Measures for Resale by Investors

2022-007 Announcement on Pledge of Shares and Partial Release of 12 March 2022 http://www.cninfo.com.cn

Pledge of Shares by Shareholders

2022-008 Announcement on the Development of Equipment Financing 14 March 2022 http://www.cninfo.com.cn

Business by a Subsidiary

2022-009 Announcement on the 2021 Annual Online Performance Briefing 28 March 2022 http://www.cninfo.com.cn

2022-010 Announcement on the Development of Equipment Financing 29 March 2022 http://www.cninfo.com.cn

Business by a Subsidiary

2022-011 Announcement on Resolutions of the Twelfth Meeting of the 31 March 2022 http://www.cninfo.com.cn

Ninth Session of the Board of Directors

2022-012 Announcement on Resolutions of the Twelfth Meeting of the 31 March 2022 http://www.cninfo.com.cn

Ninth Session of the Supervisory Committee

2022-013 Notice of 2021 Annual General Meeting 31 March 2022 http://www.cninfo.com.cn

2022-014 2021 Annual Report Summary 31 March 2022 http://www.cninfo.com.cn

2022-015 Special Statement on Securities Investment in 2021 31 March 2022 http://www.cninfo.com.cn

2022-016 Announcement on Appointment of Auditor for 2022 31 March 2022 http://www.cninfo.com.cn

2022-017 Announcement on the Expected Continuing Related Party 31 March 2022 http://www.cninfo.com.cn

Transaction in 2022

2022-018 Announcement on the Development of Equipment Financing 31 March 2022 http://www.cninfo.com.cn

Business

2022 ANNUAL REPORT 133VIII Material Matters

XVI. Other matters of significance (Continued)

2. Information disclosure index for 2022 (Continued)

Announcement no. Subject matter Date of publication Publication website and index

2022-019 Announcement on Carrying out Factoring Business of Accounts 31 March 2022 http://www.cninfo.com.cn

Receivable

2022-020 Announcement on Expected Provision of Guarantees to 31 March 2022 http://www.cninfo.com.cn

Subsidiaries for 2022

2022-021 Special Statement on the Proposed Non-Distribution of Profit 31 March 2022 http://www.cninfo.com.cn

for 2021

2022-022 Announcement on the Amendments to the Company’s Relevant 31 March 2022 http://www.cninfo.com.cn

Systems

2022-023 Announcement on the Provision of External Guarantees 31 March 2022 http://www.cninfo.com.cn

2022-024 Announcement on Loan Transfer and Related Party Transaction 31 March 2022 http://www.cninfo.com.cn

2022-025 Announcement on Results of Resale by Bondholders of “18 31 March 2022 http://www.cninfo.com.cnChenming Bond 01”

2022-026 Shandong Chenming Paper Holdings Limited Announcement on 31 March 2022 http://www.cninfo.com.cn

Payment of 2022 Interest with Respect to the First Tranche of

Corporate Bonds Publicly Issued to Qualified Investors in 2018

2022-027 Announcement on Receipt of Government Subsidies by 1 April 2022 http://www.cninfo.com.cn

Subsidiaries

2022-028 Announcement on the Proposed Resale of “18 Chenming Bond 7 April 2022 http://www.cninfo.com.cn

01” Sale-back Bonds

2022-029 Announcement on Pledge of Shares and Partial Release of 21 April 2022 http://www.cninfo.com.cn

Pledge of Shares by Shareholders

2022-030 2022 First Quarterly Report 30 April 2022 http://www.cninfo.com.cn

2022-031 Announcement on the Results of Resale of “18 Chenming Bond 10 May 2022 http://www.cninfo.com.cn

01” Bonds

2022-032 Announcement on Resolutions of 2021 Annual General Meeting 12 May 2022 http://www.cninfo.com.cn

2022-033 Announcement on Resolutions of the Twenty-fourth 24 May 2022 http://www.cninfo.com.cn

Extraordinary Meeting of the Ninth Session of the Board of

Directors

2022-034 Announcement on Resolutions of the Seventh Extraordinary 24 May 2022 http://www.cninfo.com.cn

Meeting of the Ninth Session of the Supervisory Committee

2022-035 Declaration by Nominator of Independent Director (Li Zhihui) 24 May 2022 http://www.cninfo.com.cn

2022-036 Declaration by Nominator of Independent Director (Sun Jianfei) 24 May 2022 http://www.cninfo.com.cn

2022-037 Declaration by Nominator of Independent Director (Yang Biao) 24 May 2022 http://www.cninfo.com.cn

2022-038 Declaration by Nominator of Independent Director (Yin Meiqun) 24 May 2022 http://www.cninfo.com.cn

134VIII Material Matters

XVI. Other matters of significance (Continued)

2. Information disclosure index for 2022 (Continued)

Announcement no. Subject matter Date of publication Publication website and index

2022-039 Declaration by Candidate for Independent Director (Li Zhihui) 24 May 2022 http://www.cninfo.com.cn

2022-040 Declaration by Candidate for Independent Director (Sun Jianfei) 24 May 2022 http://www.cninfo.com.cn

2022-041 Declaration by Candidate for Independent Director (Yang Biao) 24 May 2022 http://www.cninfo.com.cn

2022-042 Declaration by Candidate for Independent Director (Yin Meiqun) 24 May 2022 http://www.cninfo.com.cn

2022-043 Announcement on the Purchase of Liability Insurance for 24 May 2022 http://www.cninfo.com.cn

Directors Supervisors and Senior Management

2022-044 Notice of the First Extraordinary General Meeting of 2022 24 May 2022 http://www.cninfo.com.cn

2022-045 Announcement on Credit Rating Adjustment 30 May 2022 http://www.cninfo.com.cn

2022-046 Announcement on Resolutions of the Twenty-fifth Extraordinary 31 May 2022 http://www.cninfo.com.cn

Meeting of the Ninth Session of the Board of Directors

2022-047 Notice on Cancellation of Certain Resolutions of 2022 First 31 May 2022 http://www.cninfo.com.cn

Extraordinary General Meeting and Supplementary Notice of

the General Meeting

2022-048 Announcement on Receipt of Government Subsidies by 1 June 2022 http://www.cninfo.com.cn

Subsidiaries

2022-049 Announcement on Resolutions of the First Extraordinary General 16 June 2022 http://www.cninfo.com.cn

Meeting of 2022

2022-050 Announcement on the Election of Employee Representative 16 June 2022 http://www.cninfo.com.cn

Supervisors

2022-051 Announcement on Resolutions of the First Meeting of the Tenth 16 June 2022 http://www.cninfo.com.cn

Session of the Board of Directors

2022-052 Announcement on Resolutions of the First Meeting of the Tenth 16 June 2022 http://www.cninfo.com.cn

Session of the Supervisory Committee

2022-053 Announcement on the Progress of Litigation 21 June 2022 http://www.cninfo.com.cn

2022-054 Announcement on the Continued Pledge of Shares held by 28 June 2022 http://www.cninfo.com.cn

Shareholders

2022-055 Announcement on Resolutions of the First Extraordinary Meeting 28 June 2022 http://www.cninfo.com.cn

of the Tenth Session of the Board

2022-056 Announcement on Capital Increase and Introduction of Strategic 28 June 2022 http://www.cninfo.com.cn

Investors of a Majority-owned Subsidiary

2022-057 Announcement on Pledge of Shares and Partial Release of 13 July 2022 http://www.cninfo.com.cn

Pledge of Shares by Shareholders

2022-058 2022 Interim Results Forecast 16 July 2022 http://www.cninfo.com.cn

2022-059 Announcement on Resolutions of the Second Extraordinary 19 July 2022 http://www.cninfo.com.cn

Meeting of the Tenth Session of the Board of Directors

2022-060 Announcement on Resolutions of the First Extraordinary Meeting 19 July 2022 http://www.cninfo.com.cn

of the Tenth Session of the Supervisory Committee

2022-061 Review Opinions on Relevant Matters Proposed at the First 19 July 2022 http://www.cninfo.com.cn

Extraordinary Meeting of the Tenth Session of the Supervisory

Committee

2022 ANNUAL REPORT 135VIII Material Matters

XVI. Other matters of significance (Continued)

2. Information disclosure index for 2022 (Continued)

Announcement no. Subject matter Date of publication Publication website and index

2022-062 Announcement on Fulfilment of the Unlocking Conditions for 19 July 2022 http://www.cninfo.com.cn

the First Unlocking Period under the 2020 Restricted A Share

Incentive Scheme

2022-063 Announcement on Adjustment to the Repurchase Price of the 19 July 2022 http://www.cninfo.com.cn

2020 Restricted A Share Incentive Scheme and Repurchase

and Cancellation of Certain Restricted Shares

2022-064 Announcement on Repurchase and Cancellation of Certain 19 July 2022 http://www.cninfo.com.cn

Restricted Shares and Notice to Creditors

2022-065 Indicative Announcement on Release of Restricted Shares for 25 July 2022 http://www.cninfo.com.cn

the First Unlocking Period under the 2020 Restricted A Share

Incentive Scheme for Listing and Trading

2022-066 Announcement on Continued Pledge of Shares held by 26 July 2022 http://www.cninfo.com.cn

Shareholders and Partial Release of Pledge of Shares by

Shareholders

2022-067 Announcement on Resolution of the Third Extraordinary Meeting 29 July 2022 http://www.cninfo.com.cn

of the Tenth Session of the Board of Directors

2022-068 Announcement on Capital Increase and Introduction of Strategic 29 July 2022 http://www.cninfo.com.cn

Investors of a Majority-owned Subsidiary

2022-069 Announcement on Pledge of Shareholders’ Shares 29 July 2022 http://www.cninfo.com.cn

2022-070 Announcement on Continued Pledge of Shares held by 6 August 2022 http://www.cninfo.com.cn

Shareholders

2022-071 Announcement on the Preliminary Disclosure of Disposal of 13 August 2022 http://www.cninfo.com.cn

Shares by Certain Directors and Senior Management of the

Company

2022-072 2022 Interim Report Summary 31 August 2022 http://www.cninfo.com.cn

2022-073 Announcement in respect of Provision of Guarantee in Favour of 13 October 2022 http://www.cninfo.com.cn

a Subsidiary for Technological Transformation Project

2022-074 Announcement on Completion of Repurchase and Cancellation 21 October 2022 http://www.cninfo.com.cn

of Certain Restricted Shares

2022-075 Announcement on the Release of Pledge of Shares held by 27 October 2022 http://www.cninfo.com.cn

Shareholders

2022-076 Announcement on Resolutions of the Third Meeting of the Tenth 31 October 2022 http://www.cninfo.com.cn

Session of the Board of Directors

2022-077 Announcement on Resolutions of the Third Meeting of the Tenth 31 October 2022 http://www.cninfo.com.cn

Session of the Supervisory Committee

2022-078 2022 Third Quarterly Report 31 October 2022 http://www.cninfo.com.cn

2022-079 Announcement on Investment in Coniferous Wood Bleached 31 October 2022 http://www.cninfo.com.cn

Chemical Pulp Project with Annual Production Capacity of

300000 Tonnes

136VIII Material Matters

XVI. Other matters of significance (Continued)

2. Information disclosure index for 2022 (Continued)

Announcement no. Subject matter Date of publication Publication website and index

2022-080 Announcement on Investment in Construction of Special Paper 31 October 2022 http://www.cninfo.com.cn

Project with Annual Production Capacity of 180000 Tonnes

by Zhanjiang Chenming

2022-081 Announcement on Continued Pledge of Shares held by 5 November 2022 http://www.cninfo.com.cn

Shareholders

2022-082 Announcement on Expiry of Approval Regarding Change of 12 November 2022 http://www.cninfo.com.cn

Listing Venue of the Domestic Listed Foreign Shares and Their

Listing and Trading on the Main Board of the Stock Exchange

of Hong Kong Limited by Conversion

2022-083 Announcement on Participation in the 2022 Annual Online Group 12 November 2022 http://www.cninfo.com.cn

Reception Day for Investors of Listed Companies in Shandong

Jurisdiction

2022-084 Announcement on Resolutions of the Fourth Extraordinary 22 November 2022 http://www.cninfo.com.cn

Meeting of the Tenth Session of the Board of Directors

2022-085 Announcement on Resolutions of the Second Extraordinary 22 November 2022 http://www.cninfo.com.cn

Meeting of the Tenth Session of the Supervisory Committee

2022-086 Indicative Announcement on General Risks Regarding Asset 22 November 2022 http://www.cninfo.com.cn

Purchase Through Issuance of Shares and Cash Payments

2022-087 Announcement on Not Convening General Meeting for 22 November 2022 http://www.cninfo.com.cn

Consideration of Matters Regarding Asset Purchase Through

Issuance of Shares and Cash Payments at the Moment

2022-088 Opinions of Supervisory Committee on Asset Purchase Through 22 November 2022 http://www.cninfo.com.cn

Issuance of Shares and Cash Payments

2022-089 Announcement on Involvement in the Establishment of Limited 22 November 2022 http://www.cninfo.com.cn

Partnership Company by a Subsidiary

2022-090 Announcement on Pledge of Shares and Continued Pledge of 25 November 2022 http://www.cninfo.com.cn

Shares held by Shareholders

2022-091 Announcement on the Implementation Progress of the Share 7 December 2022 http://www.cninfo.com.cn

Disposal Plan by Certain Directors and Senior Management of

the Company

2022-092 Announcement on Resolutions of the Fifth Extraordinary Meeting 8 December 2022 http://www.cninfo.com.cn

of the Tenth Session of the Board of Directors

2022-093 Announcement of Repayment of Debts by Pledge of Equity and 8 December 2022 http://www.cninfo.com.cn

Provision of External Guarantees

2022-094 Announcement on Provision of External Guarantees 8 December 2022 http://www.cninfo.com.cn

2022-095 Notice of 2022 Second Extraordinary General Meeting 8 December 2022 http://www.cninfo.com.cn

2022-096 Poll Results of the 2022 Second Extraordinary General Meeting 24 December 2022 http://www.cninfo.com.cn

2022 ANNUAL REPORT 137VIII Material Matters

XVII. Matters of significant of subsidiaries of the Company

√ Applicable □ Not applicable

1. Introduction of strategic investors by Zhanjiang Chenming

On 27 June 2022 the first extraordinary meeting of the tenth session of the Board of the Company considered and

approved the Proposal on Capital Contribution and Introduction of Strategic Investors of a Majority-owned Subsidiary.Given the recognition of Zhanjiang Chenming for its bright development prospect Xiamen International Trade Industry

Development Equity Investment Fund Partnership (Limited Partnership) made capital contribution to Zhanjiang

Chenming in the amount of RMB400 million of which RMB266351374 was included in the registered capital and the

remaining RMB133648626 was included in the capital reserve.On 28 July 2022 the third extraordinary meeting of the tenth session of the Board of the Company considered and

approved the Proposal on the Capital Contribution for Share Increase and Introduction of Strategic Investors for a

Controlling Subsidiary. BOCOM Financial Assets Investment Co. Ltd. (“BOCOM Investment”) and Jiaohui Chenming

Zhuli (Suzhou) Emerging Industry Development Fund Partnership (Limited Partnership) (“Jiaohui Chenming Fund”)

contributed capital to Zhanjiang Chenming with a total capital contribution of RMB1000 million. BOCOM Investment

and Jiaohui Chenming Fund contributed RMB500 million and RMB500 million respectively.For details please refer to the relevant announcements (announcement no.: 2022-055 2022-056 and 2022-068) of

the Company published on CNINFO on 28 June and 29 July 2022.

2. Business status of Chenming Leasing

At present the Company focuses on the development of its principal activities i.e. pulp production and paper making

and continues to reduce the size of the financial leasing business. As at the end of the reporting period the balance

of financial leases of Chenming Leasing decreased to RMB5.79 billion. Some financial lease receivables of Chenming

Leasing were overdue due to factors such as the resurgent economic environment and the weak domestic economic

environment with the overdue principals amounting to RMB1791 million for which provisions of RMB663 million

were made and a provision coverage rate of 37.02%. Certain assets have been seized through litigation. The

Company has resorted to among other things control of the underlying assets litigation for seizure recovery

for guarantors and debt reconstruction with the overall risks under control.

3. Construction and put into production of Shouguang Meilun household paper project

In order to optimise resources allocation accelerate growth driver replacement and facilitate industry upgrade and

transformation the Company relocated the household paper production line of Wuhan Chenming to Shouguang

Meilun. In September 2022 the household paper relocation project of Shouguang Meilun commenced trial operation .In December 2022 the project was officially put into production. Total investment of the project amounted to RMB460

million. The full set of equipment and control system of production was sourced from Valmet in Finland. The wh ole

product line adopted most advanced equipment and system in the world including double headbox sharper sh oe

press Yankee dryer high-temperature air cover as well as the complete set of automatic DCS system QCS system

electric transmission system and MES system thus realising full automatic control. The width of paper-making

machine is 5600mm with operation speed up to 2000m/min. The project uses 100% virgin wood pulp as raw

material. Products will undergo 450℃ high-temperature sterilisation and can be used for the production for differen t

types of high-end paper products such as toilet paper roll pocket tissue facial tissue napkin and paper towels wit h

annual production capacity up to 49000 tonnes.

138IX Changes in Share Capital and Shareholders

I. Changes in shares

1. Changes in shares

Unit: share

Opening balance Change during the reporting period (+/-) Closing balance

Shares

converted

Amount Percentage New issue Bonus issue from reserves Others Subtotal Amount Percentage

I. Restricted shares 84733521 2.84% -23243684 -23243684 61489837 2.06%

1. Shares held by other domestic

investors 84733521 2.84% -23243684 -23243684 61489837 2.06%

Including: Shares held by

domestic natural persons 84733521 2.84% -23243684 -23243684 61489837 2.06%

II. Non-restricted shares 2899474679 97.16% 18777684 18777684 2918252363 97.94%

1. RMB ordinary shares 1664784163 55.79% 18777684 18777684 1683561847 56.50%

2. Domestic listed foreign shares 706385266 23.67% 706385266 23.71%

3. Overseas listed foreign shares 528305250 17.70% 528305250 17.73%

III. Total number of shares 2984208200 100.00% -4466000 -4466000 2979742200 100.00%

The reasons for such changes

√ Applicable □ Not applicable

During the reporting period 29948000 RMB ordinary shares were released under the first unlocking period of the

2020 Restricted A Share Incentive Scheme. In particular 11170316 RMB ordinary shares were subject to 75%

automatic lock-up for unlocking restricted shares held by Directors and Senior Management of the Company under

Equity Incentive Scheme. The number of non-restricted shares increased by 18777684 in aggregate while the

number of restricted shares decreased by 18777684 in aggregate. During the reporting period 4466000 restricted

A shares held by participants but yet to be released were repurchased and cancelled as the unlocking conditions

were not met. The number of restricted shares had decreased by 4466000 shares.

2022 ANNUAL REPORT 139IX Changes in Share Capital and Shareholders

I. Changes in shares (Continued)

1. Changes in shares (Continued)

Approval of changes in shareholding

√ Applicable □ Not applicable

On 18 July 2022 the second extraordinary meeting of the tenth session of the Board and the first extraordinary

meeting of the tenth session of the Supervisory Committee considered and approved the Resolution on the Fulfilment

of the Unlocking Conditions of the Restricted Shares Granted under the 2020 Restricted A Share Incentive Scheme

during the First Unlocking Period and the Resolution on the Adjustment to the Repurchase Price of the 2020

Restricted A Share Incentive Scheme and Repurchase and Cancellation of Certain Restricted Shares. Independent

Directors of the Company express their independent consent opinions.There were 96 participants who fulfilled the unlocking conditions under the first unlocking period of the 2020

Restricted A Share Incentive Scheme with 29948000 shares eligible for unlocking. There were 15 participants who

did not fulfilled the unlocking conditions as he/she had resigned changed duty and removed from office. The number

of restricted shares held by participants but yet to be released amounted to 4466000 in aggregate representing

5.61% of total number of shares granted under the 2020 Restricted A Share Incentive Scheme.

Transfer of shares arising from changes in shareholding

□ Applicable √ Not applicable

The effects of changes in shareholding on financial indicators such as basic earnings per share

diluted earnings per share and net assets per share attributable to ordinary shareholders of the

Company for the latest year and the latest period

□ Applicable √ Not applicable

Other information considered necessary by the Company or required by the securities regulatory

authorities to be disclosed

□ Applicable √ Not applicable

140IX Changes in Share Capital and Shareholders

I. Changes in shares (Continued)

2. Changes in restricted shares

√ Applicable □ Not applicable

Unit: share

Restricted Restricted Restricted

shares at the shares released shares increased Restricted

beginning of during the during the shares at the

Name of shareholders period period period end of period Reason for restriction Date of release from restriction

Chen Hongguo 23310033 0 0 23310033 Restricted shares of the participants of In accordance with the equity incentive

the Share Incentive Scheme plan (draft) and relevant requirements

Locked-up shares of Directors for shares held by Directors

Supervisors and Senior Management Supervisors and Senior Management

Hu Changqing 5032143 0 1250000 3782143 Restricted shares of the participants of 26 July 2022

the Share Incentive Scheme

Locked-up shares of Directors

Supervisors and Senior Management

Li Xingchun 5000000 0 1250000 3750000 Restricted shares of the participants of 26 July 2022

the Share Incentive Scheme

Locked-up shares of Directors

Supervisors and Senior Management

Li Feng 3679520 0 750000 2929520 Restricted shares of the participants of 26 July 2022

the Share Incentive Scheme

Locked-up shares of Directors

Supervisors and Senior Management

Li Weixian 2003600 0 442700 1560900 Restricted shares of the participants of 26 July 2022

the Share Incentive Scheme

Locked-up shares of Directors

Supervisors and Senior Management

Li Kang 111975 0 0 111975 Locked-up shares of Directors In accordance with relevant

Supervisors and Senior Management requirements for shares held by

Directors Supervisors and Senior

Management

Li Xueqin 3000000 0 104009 2895991 Restricted shares of the participants of 26 July 2022

the Share Incentive Scheme

Locked-up shares of Directors

Supervisors and Senior Management

Li Zhenzhong 2084750 0 500000 1584750 Restricted shares of the participants of 26 July 2022

the Share Incentive Scheme

Locked-up shares of Directors

Supervisors and Senior Management

Li Mingtang 1000000 0 250000 750000 Restricted shares of the participants of 26 July 2022

the Share Incentive Scheme

Locked-up shares of Directors

Supervisors and Senior Management

2022 ANNUAL REPORT 141IX Changes in Share Capital and Shareholders

I. Changes in shares (Continued)

2. Changes in restricted shares

Restricted Restricted Restricted

shares at the shares released shares increased Restricted

beginning of during the during the shares at the

Name of shareholders period period period end of period Reason for restriction Date of release from restriction

Dong Lianming 1000000 0 250000 750000 Restricted shares of the participants of 26 July 2022

the Share Incentive Scheme

Locked-up shares of Directors

Supervisors and Senior Management

Yuan Xikun 333525 0 75000 258525 Restricted shares of the participants of 26 July 2022

the Share Incentive Scheme

Locked-up shares of Directors

Supervisors and Senior Management

Chen Gang 1104775 0 504775 600000 Restricted shares of the participants of 400000 restricted shares under the

the Share Incentive Scheme Equity Incentive Scheme were

Locked-up shares of Directors released on 26 July 2022;

Supervisors and Senior Management 104775 locked-up shares of Directors

Supervisors and Senior Management

were released on 14 December 2022.Geng Guanglin 2716950 0 2716950 0 Restricted shares of the participants of 2000000 restricted shares under

the Equity Incentive Scheme the Equity Incentive Scheme were

Locked-up shares of Directors released on 18 October 2022;

Supervisors and Senior Management 716950 locked-up shares of Directors

Supervisors and Senior Management

were released on 9 December 2022.Li Dong 56250 0 56250 0 Locked-up shares of Directors 9 December 2022

Supervisors and Senior Management

Other 99 participants 34300000 0 15094000 19206000 Restricted shares of the participants of 12628000 restricted shares under

under the 2020 the Equity Incentive Scheme the Equity Incentive Scheme were

Restricted A Share released on 26 July 2022.Incentive Scheme 2466000 restricted shares under the

Equity Incentive Scheme completed

registration for repurchase and

cancellation on 18 October 2022.Total 84733521 0 23243684 61489837 - -

142IX Changes in Share Capital and Shareholders

II. Issuance and listing of securities

1. Issuance of securities (excluding preference shares) during the reporting period

□ Applicable √ Not applicable

2. Changes in the total number of shares and structure of shareholders and the structure of the assets

and liabilities of the Company

√ Applicable □ Not applicable

On 18 July 2022 the second extraordinary meeting of the tenth session of the Board and the first extraordinary

meeting of the tenth session of the Supervisory Committee considered and approved the Resolution on the

Adjustment to the Repurchase Price of the 2020 Restricted A Share Incentive Scheme and Repurchase and

Cancellation of Certain Restricted Shares. On 18 October 2022 the Company completed the registration of the

repurchase and cancellation of certain restricted shares granted to 15 participants but yet to be released under the

2020 Restricted A Share Incentive Scheme with a total of 4466000 A shares repurchased and cancelled. The total

number of shares of the Company changed from 2984208200 to 2979742200. The controlling shareholder of the

Company remained unchanged. Upon the repurchase and cancellation of 4466000 A shares by the Company there

was no change in net assets while assets and liabilities decreased by RMB12.7281 million simultaneously.

3. Existing staff shares

□Applicable √ Not applicable

2022 ANNUAL REPORT 143IX Changes in Share Capital and Shareholders

III. Shareholders and beneficial controllers

1. Total number of shareholders and shareholdings

Unit: share

Total number of ordinary 156799 of which Total number of 156371 of which Total number of 0 Total number of 0

shareholders as at the 134311 were holders ordinary shareholders 133998 were holders holders of preference holders of preference

end of the reporting of A shares 22159 as at the end of the of A shares 22044 shares with restored shares with restored

period were holders of B month prior to the were holders of B voting right as at the voting right as at the

shares and 329 were publication date of shares and 329 were end of the reporting end of the month prior

holders of H shares this annual report holders of H shares period to the disclosure date

of the annual report

Shareholdings of shareholders interested in more than 5% of the shares of the Company or Top 10 shareholders

Changes

Number of (increase or

shares held decrease) Number of

Percentage at the end of during the Number of non-restricted

Nature of of the reporting reporting restricted shares

Name of shareholders shareholders shareholding period period shares held held Share pledged or locked-up

Status of

shares Number

CHENMING HOLDINGS COMPANY LIMITED State-owned 15.35% 457322919 0 0 457322919 Pledged 251440000

legal person

HKSCC NOMINEES LIMITED Overseas legal 12.53% 373388625 -117750 0 373388625

person

CHENMING HOLDINGS (HONG KONG) LIMITED Overseas legal 12.22% 364131563 0 0 364131563

person

Hong Zejun Domestic natural 2.57% 76700000 76700000 0 76700000

person

Chen Hongguo Domestic natural 1.04% 31080044 0 23310033 7770011

person

SHANDONG SUN HOLDINGS GROUP CO. LTD. Domestic non- 0.84% 24987117 8599300 0 24987117

state-owned

legal person

HONG KONG SECURITIES CLEARING COMPANY Overseas legal 0.59% 17712081 3651110 0 17712081

LIMITED person

VANGUARD TOTAL INTERNATIONAL STOCK Overseas legal 0.50% 14771945 0 0 14771945

INDEX FUND person

VANGUARD EMERGING MARKETS STOCK0 Overseas legal 0.49% 14688346 674700 0 14688346

INDEX FUND person

GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED Overseas legal 0.28% 8434361 -2078802 0 8434361

person

Strategic investors or general legal persons who Nil

become the top ten shareholders due to the

placement of new shares

Related party relationship or acting in concert among A shareholder Chenming Holdings (Hong Kong) Limited which is an overseas legal person is a wholly-owned subsidiary of a shareholder

the above shareholders Chenming Holdings Company Limited which is a state-owned legal person; A shareholder Chen Hongguo is the legal representative

chairman and general manager of Chenming Holdings Company Limited. Save for the above it is not aware that any other shareholders of

tradable shares are persons acting in concert. It is also not aware that any other shareholders of tradable shares are related to each other.Explanation of the aforementioned shareholders’ Nil

entrusted/entrusted voting rights and waiver of

voting rights

Special explanation for designated repurchase Nil

accounts among the top ten shareholders

144IX Changes in Share Capital and Shareholders

III. Shareholders and beneficial controllers (Continued)

1. Total number of shareholders and shareholdings (Continued)

Shareholdings of the top ten non-restricted shareholders

Number of non-

restricted shares

held as at the end

of the reporting

Name of shareholder period Class of shares

Class of shares Number

CHENMING HOLDINGS COMPANY LIMITED 457322919 RMB ordinary shares 457322919

HKSCC NOMINEES LIMITED 373388625 Overseas listed 373388625

foreign shares

CHENMING HOLDINGS (HONG KONG) LIMITED 364131563 Domestic listed 210717563

foreign shares

Overseas listed 153414000

foreign shares

Hong Zejun 76700000 RMB ordinary shares 76700000

SHANDONG SUN HOLDINGS GROUP CO. LTD. 24987117 RMB ordinary shares 24987117

HONG KONG SECURITIES CLEARING COMPANY 17712081 RMB ordinary shares 17712081

LIMITED

VANGUARD TOTAL INTERNATIONAL STOCK 14771945 Domestic listed 14771945

INDEX FUND foreign shares

VANGUARD EMERGING MARKETS STOCK 14688346 Domestic listed 14688346

INDEX FUND foreign shares

GUOTAI JUNAN SECURITIES (HONG KONG) 8434361 Domestic listed 8434361

LIMITED foreign shares

Jin Xing 8370205 Domestic listed 8370205

foreign shares

Related party relationship or acting in concert A shareholder Chenming Holdings (Hong Kong) Limited which

among the top ten shareholders of non-restricted is an overseas legal person is a wholly-owned subsidiary of a

shares and between the top ten shareholders shareholder Chenming Holdings Company Limited which is a

of non-restricted shares and the top ten state-owned legal person. Save for the above it is not aware that

shareholders any other shareholders of tradable shares are persons acting

in concert. It is also not aware that any other shareholders of

tradable shares are related to each other.Securities margin trading of top ten ordinary Chenming Holdings Company Limited held 457322919 RMB

Shareholders ordinary shares of which 326322919 shares were held through

ordinary account and 131000000 shares were held through

credit guarantee security account;

Hong Zejun held 76700000 RMB ordinary shares of which no

share was held through ordinary account and 76700000 shares

were held through credit guarantee security account;

Shandong Sun Holdings Group Co. Ltd. held 24987117 RMB

ordinary shares of which no share was held through ordinary

account and 24987117 shares were held through credit

guarantee security account.Whether an agreed repurchase transaction was entered into during the reporting period by the top 10

ordinary shareholders and top 10 non-restricted ordinary shareholders of the Company

□ Yes √ No

The top 10 ordinary shareholders and top 10 non-restricted ordinary shareholders of the Company did not enter into

any agreed repurchase transaction during the reporting period.

2022 ANNUAL REPORT 145IX Changes in Share Capital and Shareholders

III. Shareholders and beneficial controllers (Continued)

2. Controlling shareholders of the Company

Nature of controlling shareholder: regional state-owned enterprise

Type of controlling shareholder: legal person

Legal representative/Person

Name of controlling shareholders in charge of the unit Date of establishment Enterprise code Principal business

CHENMING HOLDINGS COMPANY LIMITED Chen Hongguo 30 December 2005 91370783783485189Q Investment in paper making electricity heat

and arboriculture by its own capital.Shareholdings of controlling shareholders who have control or hold shares in other Save for the Company Chenming Holdings Company Limited does not have control over or hold any equity

domestic or overseas listed companies during the reporting period interest of other domestic or overseas listed companies.Change of controlling shareholders during the reporting period

□ Applicable √ Not applicable

There was no change in the controlling shareholders of the Company during the reporting period.

3. Beneficial controller of the Company and persons acting in concert

Nature of the beneficial controller: Regional state-owned assets administration authority

Type of the beneficial controller: legal person

Legal

representative/

Name of beneficial Person in charge Date of

controller of the unit establishment Enterprise code Principal business

State-owned Assets N/A 1 August 1991 N/A Responsible for the

Supervision and management and capital

Administration Bureau of operation of the state-

Shouguang City owned assets of enterprises

and business units in

Shouguang city.Shareholdings of beneficial Save for the Company State-owned Assets Supervision and Administration Office

controller who has control of Shouguang City is also the beneficial controller of Shandong Molong Petroleum

or holds shares in other Machinery Co. Ltd.domestic or overseas

listed companies during

the reporting period

146IX Changes in Share Capital and Shareholders

III. Shareholders and beneficial controllers (Continued)

3. Beneficial controller of the Company and persons acting in concert (Continued)

Change of beneficial controller during the reporting period

□ Applicable √ Not applicable

There was no change in the beneficial owner of the Company during the reporting period.Chart illustrating the relationship between the Company and the beneficial controller

State-owned Assets Supervision and

Administration Commission of Shouguang City

100%

Shandong Shouguang Jinxin Investment

Development Holdings Group Co. Ltd.

45.21%

Chenming Holdings Company Limited

100%

Chenming Holdings 15.35%

(Hong Kong) Limited

12.22%

Shandong Chenming Paper Holdings Limited

Beneficial controller controlling the Company through trust or other asset management method

□ Applicable √ Not applicable

4. The number of shares pledged by the controlling shareholder or the largest shareholder of the

Company and persons acting in concert with it reaches 80% of the number of shares held by them in

aggregate

□ Applicable √ Not applicable

2022 ANNUAL REPORT 147IX Changes in Share Capital and Shareholders

III. Shareholders and beneficial controllers (Continued)

5. Other legal person shareholders interested in over 10% of the shares of the Company

□ Applicable √ Not applicable

6. Restrictions on decrease in shareholding by controlling shareholders beneficial controller

reorganising party and other undertaking parties

□ Applicable √ Not applicable

IV. The implementation of share repurchase during the reporting period

Progress of share repurchase

□ Applicable √ Not applicable

Progress of decrease in the holding of repurchased shares by way of bidding

□ Applicable √ Not applicable

148X Preference Shares

□ Applicable √ Not applicable

The Company had no preference shares during the reporting period.

2022 ANNUAL REPORT 149XI Bonds

√ Applicable □ Not applicable

I. Enterprise bonds

□ Applicable √ Not applicable

The Company had no enterprise bonds during the reporting period.II. Corporate Bonds

√ Applicable □ Not applicable

1. Basic information on Corporate Bonds

Unit: RMB

Outstanding

Bond amount of the Interest Payment Trading

Name of bond abbreviation Bond code Issue date Value date Maturity date bonds rate method venue

The public issuance of the Corporate Bonds of 18 Chenming 112641 29 March 2 April 2018 2 April 2023 350000000.00 6.50% Interest is Shenzhen

Shandong Chenming Paper Holdings Limited to Bond 01 2018 paid annually. Stock

qualified investors in 2018 (phase I) The principal Exchange

amount and

interest for the

last tranche will

be paid on the

maturity date.Investor eligibility arrangement (if any) Online subscription: Public investors with A share security account opened under China Securities

Depository and Clearing Co. Ltd.Offline subscription: Institutional investors with A share security account opened under China Securities

Depository and Clearing Co. Ltd.Applicable trading mechanism Dual listing and trading on the centralised bidding system and the Integrated Negotiated Trading Platform of

the Shenzhen Stock Exchange

Whether there are delisting risks (if any) and countermeasures No

Overdue and outstanding bonds

□ Applicable √ Not applicable

150XI Bonds

II. Corporate Bonds (Continued)

2. Triggering and execution of issuer’s or investor’s option clause or investor protection clause

√ Applicable □ Not applicable

“18 Chenming Bond 01” is attached with options for the issuer to adjust the coupon rate and for investors to resell.The issuer of “18 Chenming Bond 01” has the right to determine the adjustment to the coupon rate for the following

3 years at the end of the second year and the adjustment to the coupon rate for the following year as the end of the

fourth year. If the issuer does not exercise the option to adjust the coupon rate the coupon rate for the subsequent

term will remain unchanged. After issuing the announcement on whether the coupon rate of the relevant tranche of

bonds will be adjusted and the range of adjustment the investors have the right to register for reselling during the

period as announced to resell all or part of the relevant tranche of bonds held to the issuer at par value.The Company chose to lower the coupon rate of “18 Chenming Bond 01” to 6.50% at the end of the fourth year as

agreed in the Prospectus on the Public Issuance of the Corporate Bonds of Shandong Chenming Paper Holdings

Limited to Qualified Investors in 2018 (phase I). Bondholders of “18 Chenming Bond 01” could declare resale in whole

or in part for “18 Chenming Bond 01” bonds they held on 28 February 1 March 2 March 3 March and 4 March 2022

at a resale price of RMB100 per bond (interests exclusive). According to the data provided by the Shenzhen Branch

of China Securities Depository and Clearing Corporation Limited the amount of the “18 Chenming Bond 01” for this

resale was 1955000.00 and the total amount of the resale was RMB195500000.00 (interests exclusive) with a

remaining custodial amount of 1545000.00.From 8 April 2022 to 30 April 2022 the Company handled the resale of bonds to be resold in accordance with relevant

regulations. The number of resale bonds completed was 1955000.00 at an average resale price of RMB100 per

bond. Upon the completion of the resale there were no bonds that had not been resold and the remaining custodial

amount of “18 Chenming Bond 01” was 3500000.00.For details please refer to the relevant announcements (announcement no.: 2022-004 2022-005 2022-006 2022-

025 2022-028 and 2022-031) of the Company published on CNINFO on 25 February 1 March 3 March 31 March 7

April and 10 May 2022.

2022 ANNUAL REPORT 151XI Bonds

II. Corporate Bonds (Continued)

3. Particulars of intermediary organisations

Name of the Name of Contact person of

intermediary Signing the intermediary

Bond Name organisation Business address accountant organisation Contact no.The public issuance of GF Securities 37th Floor Taikang N/A Jiang Chuan 021-38003800-

the Corporate Bonds of Co. Ltd. Insurance Building 3705

Shandong Chenming No. 429 Nanquan

Paper Holdings Limited North Road Pudong

to qualified investors in New Area Shanghai

2018 (phase I)

China Chengxin Building 6 Yinhe N/A Sun Shu 010-66428877

Securities Soho No. 2

Rating Co. Nanzhugan Hutong

Ltd. Chaoyangmennei

Street Dongcheng

District Beijing

Beijing 19th Floor Jintai N/A Yao Zhengwang 010-64402232

Zhonglun Building No. 1

W&D Law Xibahe South Road

Firm Chaoyang District

Beijing

Ruihua China Corporate Square Wang Wang Zongpei 010-88091190

CPAs (Special 35 Finance Street Zongpei

General Xicheng District and Zhao

Partnership) Beijing Yanmei

Change of the above intermediary organisations during the reporting period

□ Yes √ No

152XI Bonds

II. Corporate Bonds (Continued)

4. Use of proceeds

Unit: RMB

Is the use

of proceeds

consistent

with the use

of proceeds

guaranteed

under the

Rectification prospectus

of irregularities proposed use

Operation of special in the use of of proceeds

Total amount Utilised Unutilised account for the proceeds proceeds and other

Bond Name of proceeds amount amount (if any) (if any) agreement?

The public issuance of the Corporate 900000000.00 900000000.00 0.00 Special account for proceeds Nil Yes

Bonds of Shandong Chenming Paper is used for the deposit of

Holdings Limited to qualified investors special capital from bonds

in 2018 (phase I)

Proceeds to be used for construction projects

□ Applicable √ Not applicable

Change in the use of proceeds from the above bonds during the reporting period

□ Applicable √ Not applicable

5. Adjustment of credit rating results during the reporting period

√ Applicable □ Not applicable

On 26 May 2022 China Chengxin International Credit Rating Co. Ltd. (“China Chengxin International”) issued the

Follow-up Rating Report (2022) with Respect to the Public Issuance of the Corporate Bonds of Shandong Chenming

Paper Holdings Limited to Qualified Investors in 2018 (phase I) (Xin Ping Wei Han Zi [2022] Gen Zong No. 0343). ChinaChengxin International adjusted the issuer credit rating of the Company at AA+ the credit rating of “18 ChenmingBond 01” at AA+ and the negative rating outlook to: the issuer credit rating of the Company at AA+ and the credit

rating of “18 Chenming Bond 01” at AA+ unchanged and the issuer and debt credit ratings included in the credit

rating watch list.For further details please refer to the Follow-up Rating Report (2022) with Respect to the Public Issuance of the

Corporate Bonds of Shandong Chenming Paper Holdings Limited to Qualified Investors in 2018 (phase I) disclosed on

CNINFO on 26 May 2022.

2022 ANNUAL REPORT 153XI Bonds

II. Corporate Bonds (Continued)

6. Implementation of and changes in guarantee debt repayment plan and other repayment guarantee

measures during the reporting period and their impacts on the rights and interests of bond investors

√ Applicable □ Not applicable

“18 Chenming Bond 01” bonds are unsecured bonds. During the reporting period the Company was able to strictly

implement the debt repayment plan and paid the interest on time and in full according to the time stipulated in the

prospectus. Its debt repayment plan and other debt repayment guarantee measures remained changed and were

consistent with the relevant commitments in the prospectus.III. Non-financial corporate debt financing instruments

√ Applicable □ Not applicable

1. Basic information of non-financial corporate debt financing instruments

Unit: RMB

Outstanding

Bond Maturity amount of the Interest

Bond Name abbreviation Bond code Issue date Value date date bonds rate Payment method Trading venue

2017 first tranche of 17 Lu Chenming 101779001 11 July 2017 12 July 2017 N/A 1000000000.00 8.97% Perpetual mid-term Inter-bank bond market

medium-term notes of MTN001 notes. Interest is

Shandong Chenming paid annually and the

Paper Holdings principal is repaid

Limited upon maturity.Investor eligibility arrangement (if any) Nil

Applicable trading mechanism Inter-bank bond market trading mechanism

Whether there are delisting risks (if any) and countermeasures N/A

Overdue and outstanding bonds

□ Applicable √ Not applicable

2. Triggering and execution of issuer’s or investor’s option clause or investor protection clause

□ Applicable √ Not applicable

154XI Bonds

III. Non-financial corporate debt financing instruments (Continued)

3. Particulars of intermediary organisations

Name of the Contact person of

intermediary Name of signing the intermediary

Bond Name organisation Business address accountant organisation Contact no.

2017 first tranche of medium-term notes of Shandong China Galaxy Securities 11/F Tower C Corporate Square 35 N/A Dong Desen 010-66568876

Chenming Paper Holdings Limited Co. Ltd. Finance Street Xicheng District Beijing

Hengfeng Bank Co. Ltd. No. 248 South Street Zhifu District Yantai N/A Wang Wanjun 010-83571412

Shandong Province

China Chengxin Building 6 Yinhe Soho No. 2 Nanzhugan N/A Sun Shu 010-66428877

Securities Rating Hutong Chaoyangmennei Street

Co. Ltd. Dongcheng District Beijing

Beijing Zhonglun W&D 19th Floor Jintai Building No. 1 Xibahe N/A Yao Zhengwang 010-64402232

Law Firm South Road Chaoyang District Beijing

Ruihua China CPAs Corporate Square 35 Finance Street Wang Zongpei and Wang Zongpei 010-88091190

(Special General Xicheng District Beijing Zhao Yanmei

Partnership)

Change of the above intermediary organisations during the reporting period

□ Yes √ No

2022 ANNUAL REPORT 155XI Bonds

III. Non-financial corporate debt financing instruments (Continued)

4. Use of proceeds

Unit: RMB

Is the use

of proceeds

consistent

with the use

of proceeds

guaranteed

Rectification under the

of prospectus

irregularities proposed use

Operation of special in the use of of proceeds

Total amount of Unutilised account for the proceeds and other

Bond Name proceeds Utilised amount amount proceeds (if any) agreement?

2017 first tranche 1000000000.00 1000000000.00 0.00 Special account for No Yes

of medium-term proceeds is used

notes of Shandong for the deposit

Chenming Paper of special capital

Holdings Limited from bonds

Proceeds to be used for construction projects

□ Applicable √ Not applicable

Change in the use of proceeds from the above bonds during the reporting period

□ Applicable √ Not applicable

5. Adjustment of credit rating results during the reporting period

√ Applicable □ Not applicable

On 26 May 2022 China Chengxin International issued the Follow-up Rating Report of Shandong Chenming Paper

Holdings Limited 2022 (Xin Ping Wei Han Zi [2022] Gen Zong No. 0345). China Chengxin International adjusted

the issuer credit rating of the Company at AA+ the credit ratings of “17 Lu Chenming MTN001” “18 Lu ChenmingMTN002” “19 Lu Chenming MTN001” and “19 Lu Chenming MTN002” at AA+ and the negative rating outlook to:

the issuer credit rating of the Company at AA+ and the credit ratings of “17 Lu Chenming MTN001” “18 Lu ChenmingMTN002” “19 Lu Chenming MTN001” and “19 Lu Chenming MTN002” at AA+ unchanged and the issuer and debt

credit ratings included in the credit rating watch list.For further details please refer to the Follow-up Rating Report of Shandong Chenming Paper Holdings Limited 2022

disclosed on Chinamoney on 26 May 2022.

156XI Bonds

III. Non-financial corporate debt financing instruments (Continued)

6. Implementation of and changes in guarantee debt repayment plan and other repayment guarantee

measures during the reporting period and their impacts on the rights and interests of bond investors

√ Applicable □ Not applicable

“17 Lu Chenming MTN001” is not guaranteed. During the reporting period the Company was able to strictly

implement the debt repayment plans and paid the interest on time and in full according to the time stipulated in the

prospectuses. Their debt repayment plans and other debt repayment guarantee measures remained changed which

were consistent with the relevant commitments in the prospectuses.IV. Convertible bonds

□ Applicable √ Not applicable

The Company had no convertible bonds during the reporting period.V. The loss in the scope of the consolidated financial statements during the reporting period

exceeding 10% of the net assets as at the end of the prior year

□ Applicable √ Not applicable

VI. Overdue interest-bearing debts other than bonds at the end of the reporting period

□ Applicable √ Not applicable

VII. Breaches of the regulations during the reporting period

□ Yes √ No

2022 ANNUAL REPORT 157XI Bonds

VIII. Major accounting data and financial indicators of the Company over the past two years as at

the end of the reporting period

Unit: RMB’0000

Increase/decrease as at

As at the end the end of the reporting

of the reporting As at the end of period as compared to

Item period the prior year the end of the prior year

Current ratio 63.04% 65.05% -2.01%

Gearing ratio 71.85% 72.76% -0.91%

Quick ratio 49.90% 54.59% -4.69%

Increase/decrease of

the reporting period

The corresponding as compared to

The reporting period of the prior corresponding period of

period year the prior year

Net profit after extraordinary gains or losses -36145.94 174387.65 -120.73%

Proportion of EBITDA to total debts 8.61% 13.43% -4.82%

Interest coverage ratio 1.09% 2.12 -48.58%

Cash interest coverage ratio 2.74% 4.45 -38.43%

EBITDA interest coverage ratio 2.30% 3.32 -30.72%

Loans payment ratio 100.00% 100.00% 0.00%

Interest payment ratio 100.00% 100.00% 0.00%

Note: EBITDA=Total profit+interest expenses-interest income+depreciation of fixed assets+amortisation of investment property+amortisation of

intangible assets+amortisation of long-term prepaid expenses

158XII Financial Report

I. Auditors’ Report

Type of auditor’s opinion Standard and unqualified opinions

The date of the audit report signed 30 March 2023

Name of the auditor Grant Thornton (Special General Partnership)

Reference number of the auditor’s report Zhi Tong Shen Zi (2023) No. 371A006018

Name of certified public accountants Liu Jian and Jiang Lei

Text of the auditor’s report

To all shareholders of Shandong Chenming Paper Holdings Limited:

I. Auditor’s opinionWe have audited the financial statements of Shandong Chenming Paper Holdings Limited (hereinafter “ChenmingPaper”) which comprise the consolidated and the Company’s balance sheets as at 31 December 2022 the

consolidated and the Company’s profit and loss statements the consolidated and the Company’s cash flow

statements and the consolidated and the Company’s statements of changes in shareholders’ equity for 2022 and

notes to the relevant financial statements.In our opinion the accompanying financial statements were prepared in accordance with the Accounting Standards

for Business Enterprises in all material aspects and give a true and fair view of the consolidated and the Company’s

financial position of Chenming Paper as at 31 December 2022 and of its consolidated and the Company’s operating

results and cash flows for 2022.II. Basis of opinions

We have conducted our audit in accordance with the Chinese Auditing Standards issued by the Chinese Institute of

Certified Public Accountants. Our responsibilities under those standards are further described in the responsibilities

of certified public accountants for the audit of the financial statements section of the auditor’s report. We are

independent of Chenming Paper in accordance with the ethical codes of Chinese certified public accountants and

we have fulfilled our other ethical responsibilities in accordance with the codes. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

2022 ANNUAL REPORT 159XII Financial Report

III. Key audit matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of the

financial statements for the current period. These matters were addressed in the context of our audit of the financial

statements as a whole and in forming our opinion thereon we do not provide a separate opinion on these matters.(I) Impairment provision test for inventories of machine-made paper

For detailed disclosures of relevant information please see note V. 12 and note VII. 7 of the financial statements.

1. Details

The inventory balance of Chenming Paper as at the end of 2022 was RMB6856750700 of which

the balance of raw materials work in progress and goods in stock related to machine-made paper

business was RMB4221963900 with a provision for impairment of inventories of RMB34834500 and

a carrying value of RMB4187129400. As at the balance sheet date inventories of machine-made paper

are measured at the lower of cost or net realisable value by the management of Chenming Paper (the

“management”) and provision for impairment of inventories is made on the basis of the excess of the cost

of an individual inventory over its net realisable value. The management determines the estimated selling

price based on historical selling prices contracted selling prices etc. taking into account the purpose

for which the inventories are held and the net realisable value of inventories is determined by deducting

the estimated costs to be incurred to completion estimated selling expenses and related taxes from the

estimated selling price.We have identified impairment provision test for inventories of machine-made paper as a key audit matter

due to the significant amount of inventories of machine-made paper and the significant management

judgement involved in determining the net realisable value of inventories.

2. Application for auditing

We have carried out the following audit procedures for the impairment provision test for inventories of

machine-made paper:

(1) we identified and evaluated and tested the effectiveness of the design and operation of key internal

controls related to impairment provision for inventories of machine-made paper;

(2) we identified and evaluated whether the accounting policies and accounting estimates of Chenming

Paper for impairment provision for inventories of machine-made paper comply with the Accounting

Standards for Business Enterprises and industry practices;;

(3) we supervised inventory taking and monitored the status of inventories of machine-made paper

and checked the identification of obsolete and aged inventories;

(4) we obtained an inventory ageing schedule of machine-made paper and performed a review of the

status and turnover of aged inventories; and

(5) we obtained a copy of the inventory impairment table of machine-made paper assessed the

reasonableness of the significant estimates made by management in determining the net realisable

value by reviewing subsequent selling prices and performed recalculations.

160XII Financial Report

(II) Recognition of revenue from machine-made paper

For detailed disclosures of relevant information please see note V. 29 and note VII. 47 of the financial

statements.

1. Details

For the year 2022 Chenming Paper achieved operating revenue of RMB32004367300 of which

RMB29442135200 was from machine-made paper and pulp accounting for 91.99% of the operating

revenue. For domestic machine-made paper sales business Chenming Paper recognised the revenue

after the goods were delivered and signed by the customer for confirmation; for foreign machine-made

paper sales business Chenming Paper recognised the revenue after the goods were loaded on board and

declared.As revenue is one of the key performance indicators of Chenming Paper and the revenue from the sales

of machine-made paper accounts for a relatively huge proportion of the total revenue due to its enormous

sales volume there may be potential misstatement in relation to whether revenue recognition is accounted

for in the appropriate period of the financial statements which has a significant impact on the financial

statements. Therefore we have identified recognition of revenue from machine-made paper as a key audit

matter.

2. Application for auditing

We have carried out the following audit procedures for the recognition of revenue from machine-made

paper:

(1) we identified evaluated and tested the effectiveness of the design and operation of key internal

controls related to machine-made paper sales business of Chenming Paper;

(2) we conducted sampling inspections on sales contracts identified contract terms and conditions

related to the transfer of control of the goods assessed whether the timing of recognition of sales

revenue from Chenming Paper meets the requirements of the Accounting Standards for Business

Enterprises;

(3) we analysed revenue and gross profit by taking into account product types and identified whether

the abnormal fluctuations in the amount of revenue are reasonable in the current period;

(4) we inspected the occurrence of on-the-spot recognition of sales at the end of the inspection period

and inspected goods returns after the inspection period to determine the accuracy of revenue

recognition during the period;

(5) we collected samples from sales revenue recorded around the balance sheet date for cut-off

tests; verified delivery orders and other supporting documents to assess whether sales revenue is

recorded in the appropriate accounting period; and

(6) we sought external confirmations for clients with larger sales during the period.

2022 ANNUAL REPORT 161XII Financial Report

IV. Other information

The management of Chenming Paper is responsible for other information. Other information includes the information

covered in the 2022 annual report of Chenming Paper but does not include the financial statements and our audit

report.Our audit opinions published in the financial statements do not cover other information and we do not publish any

form of assurance conclusion on other information.In conjunction with our audit of the financial statements our responsibility is to read other information during which

we consider whether there is significant inconsistency or other material misstatement of other information with the

financial statements or what we have learned during the audit.Based on the work we have performed if we determine that there is a material misstatement of other information we

should report that fact. In this regard we have nothing to report.V. Management and management responsibility for financial statements

The management of Chenming Paper is responsible for the preparation of financial statements in accordance with the

requirements of the Accounting Standards for Business Enterprises to enable them to achieve fair reflection and to

achieve the design implementation and maintenance of necessary internal controls so that the financial statements

are free of material misstatements due to fraud or errors.In the preparation of the financial statements the management is responsible for assessing the continuing operations

capabilities of Chenming Paper disclosing issues related to going concern (if applicable) and applying the going

concern assumption unless the management plans to liquidate Chenming Paper terminate operations or have no

other realistic options.The management is responsible for supervising the financial reporting process of Chenming Paper.VI. Auditor’s responsibility for auditing financial statements

Our objective is to obtain reasonable assurance as to whether the entire financial statements are free from material

misstatement due to fraud or errors and to issue an audit report containing audit opinions. Reasonable assurance is

a high level of assurance but it does not guarantee that an audit performed in accordance with auditing standards

can always discover a major misstatement when it exists. Misstatements may be caused by fraud or errors and are

generally considered to be material if it is reasonably expected that misstatements individually or in aggregate may

affect the economic decision made by users of financial statements based on the financial statements.In the process of conducting audit work in accordance with auditing standards we use professional judgment and

maintain professional suspicion. At the same time we also perform the following tasks:

(1) To identify and assess risks of material misstatement of financial statements due to fraud or errors design

and implement audit procedures to address these risks and obtain adequate and appropriate audit evidence

together perform as a basis for issuing audit opinions. Since fraud may involve collusion falsification intentional

omission misrepresentation or override of internal controls the risk of failing to detect a material misstatement

due to fraud is higher than the risk of failing to detect a material misstatement due to an error.

(2) To understand audit-related internal controls to design appropriate audit procedures.

162XII Financial Report

(3) To evaluate the appropriateness of accounting policies adopted by the management and the reasonableness of

accounting estimates and related disclosures.

(4) To conclude on the appropriateness of management’s use of the continuing operation assumption. At the same

time according to the audit evidence obtained it may lead to conclusions as to whether there are significant

uncertainties in matters or circumstances that have significant doubts about the ability of Chenming Paper to

continue its operations. If we conclude that there are significant uncertainties the auditing standards require

us to request the users of the report to pay attention to the relevant disclosures in the financial statements in

the audit report; if the disclosure is not sufficient we should publish modified audit report. Our conclusions are

based on the information available as of the date of the audit report. However future events or conditions may

cause Chenming Paper to cease to continue as a going concern.

(5) Evaluate the overall presentation structure and content of the financial statements and evaluate whether the

financial statements fairly reflect the relevant transactions and matters.

(6) To obtain sufficient and appropriate audit evidence on the financial information of entities or business activities

in Chenming Paper to express opinions on the financial statements. We are responsible for guiding supervising

and executing group audits and take full responsibility for the audit opinion.We communicate with the management on planned audit scope time arrangements and major audit findings

including communication of the internal control deficiencies that we identified during the audit.We also provide statements to the management on compliance with ethical requirements related to independence

and communicate with the management on all relationships and other matters that may reasonably be considered to

affect our independence as well as related preventive measures (if applicable).From the matters we communicated with the management we determine which matters are most important for the

audit of the financial statements for the current period and thus constitute the key audit matters. We describe these

matters in our audit report unless laws and regulations prohibit the public disclosure of these matters or in rare

cases if it is reasonably expected that the negative consequences of disclosing something in the audit report will

outweigh the benefits to the public interest we determine that the matter should not be reported in the audit report.Grant Thornton Chinese Certified Public Accountant : Liu Jian

(Special General Partnership) (Project Partner)

Chinese Certified Public Accountant: Jiang Lei

Beijing China 30 March 2023

2022 ANNUAL REPORT 163XII Financial Report

II. Financial Statements

The unit in the notes to the financial statements is: RMB

1. Consolidated Balance Sheet

Prepared by: Shandong Chenming Paper Holdings Limited

31 December 2022

Unit: RMB

Item 31 December 2022 31 December 2021

CURRENT ASSETS:

Monetary funds 14000434986.08 14119782939.66

Financial assets held for trading 74708444.88 110886182.88

Bills receivable

Accounts receivable 3212260445.96 2656517150.46

Accounts receivable financing 924960384.16 435459341.76

Prepayments 788191626.82 891485078.46

Other receivables 1717445443.44 2252864083.00

Including: Interest receivable

Dividend receivable

Inventories 6821916159.95 5282631922.12

Non-current assets due within one year 3998724415.85 5216934172.61

Other current assets 1180807801.62 1903929492.85

Total current assets 32719449708.76 32870490363.80

164XII Financial Report

Item 31 December 2022 31 December 2021

NON-CURRENT ASSETS:

Long-term receivables 1486807783.47 1788759975.35

Long-term equity investments 4277013369.56 1894794764.19

Other non-current financial assets 786750761.62 519927003.25

Investment property 6256723113.15 6473538431.91

Fixed assets 33797738695.30 35653492676.15

Construction in progress 558866880.36 197749526.05

Bearer biological assets 13697336.80

Right-of-use assets 181614699.25 197429176.44

Intangible assets 1831338830.92 1592672934.54

Goodwill 26946905.38 26946905.38

Long-term prepaid expenses 44462851.45 49141773.14

Deferred income tax assets 1335700565.60 1114781456.78

Other non-current assets 983905908.00 489936694.10

Total non-current assets 51581567700.86 49999171317.28

Total assets 84301017409.62 82869661681.08

2022 ANNUAL REPORT 165XII Financial Report

Item 31 December 2022 31 December 2021

CURRENT LIABILITIES:

Short-term borrowings 36385048295.02 33523025186.22

Bills payable 3128595835.04 3089512327.40

Accounts payable 4114966767.76 3871131345.34

Receipts in advance 14261436.67 38274028.20

Contract liabilities 1306029389.80 1382289597.54

Employee benefits payable 144925887.00 169899008.01

Taxes payable 261011669.09 321495480.67

Other payables 1870403909.17 1538013585.93

Including: Interest payable 15895930.51 55437777.80

Dividend payable

Non-current liabilities due within one year 4673505241.86 6601311227.98

Total current liabilities 51898748431.41 50534951787.29

166XII Financial Report

Item 31 December 2022 31 December 2021

NON-CURRENT LIABILITIES:

Long-term borrowings 3982236251.08 5276340154.98

Bonds payable 155000000.00

Lease liabilities 53596047.46 57281205.81

Long-term payables 3160771126.31 2358901022.99

Provisions 325259082.28

Deferred income 1469230468.46 1573681684.25

Deferred income tax liabilities 8181264.29 13210529.74

Total non-current liabilities 8674015157.60 9759673680.05

Total liabilities 60572763589.01 60294625467.34

2022 ANNUAL REPORT 167XII Financial Report

Item 31 December 2022 31 December 2021

OWNERS’ EQUITY:

Share capital 2979742200.00 2984208200.00

Other equity instruments 996000000.00 996000000.00

Including: Preference shares

Perpetual Bonds 996000000.00 996000000.00

Capital reserves 5361200522.29 5227258100.41

Less: Treasury shares 128780100.00 226860000.00

Other comprehensive income -821940694.57 -445582729.36

Special reserves 15791710.95

Surplus reserves 1212009109.97 1212009109.97

General risk provisions 79900268.71 76825918.60

Retained profit 9390642477.57 9294126706.86

Total equity attributable to owners of the Company 19084565494.92 19117985306.48

Minority interest 4643688325.69 3457050907.26

Total shareholders’ equity 23728253820.61 22575036213.74

Total liabilities and shareholders’ equity 84301017409.62 82869661681.08

Legal Representative: Financial controller: Head of the financial department:

Chen Hongguo Dong Lianming Zhang Bo

2. Balance sheet of the Company

Unit: RMB

Item 31 December 2022 31 December 2021

CURRENT ASSETS:

Monetary funds 5661807164.72 6827656382.37

Bills receivable 3482822426.80 3625270000.00

Accounts receivable 134755527.73 141601245.51

Accounts receivable financing 7923732.09

Prepayments 375206833.58 239461509.15

Other receivables 9337019470.13 8900179262.54

Including: Interest receivable

Dividend receivable 126325018.50

Inventories 692338698.67 639423803.30

Non-current assets due within one year 13434710.01

Other current assets 86159558.49 44894366.29

Total current assets 19783544390.13 20426410301.25

168XII Financial Report

Item 31 December 2022 31 December 2021

NON-CURRENT ASSETS:

Long-term receivables 15914404.25 13612038.99

Long-term equity investments 18826163036.33 18806029815.18

Other non-current financial assets 123750761.62 119927003.25

Fixed assets 3654340361.49 3753927591.49

Construction in progress 24865009.58 94436880.66

Intangible assets 490533559.72 520068337.11

Deferred income tax assets 518171288.92 393918032.54

Other non-current assets 986260.70 7000000.00

Total non-current assets 23654724682.61 23708919699.22

Total assets 43438269072.74 44135330000.47

2022 ANNUAL REPORT 169XII Financial Report

Item 31 December 2022 31 December 2021

CURRENT LIABILITIES:

Short-term borrowings 12885183530.81 13761223259.09

Bills payable 9455780407.30 9725713524.15

Accounts payable 1288578359.05 1129675956.85

Contract liabilities 1503256921.15 888114906.08

Staff remuneration payables 65349838.50 57487223.39

Tax payables 11729028.39 115257929.68

Other payables 1856098294.14 970585670.47

Including: Interest payable 15895930.51 55437777.80

Dividend receivable

Non-current assets due within one year 1171869377.78 2111092964.34

Total current assets 28237845757.12 28759151434.05

170XII Financial Report

Item 31 December 2022 31 December 2021

NON-CURRENT LIABILITIES:

Long-term borrowings 1698253561.10 1779135700.00

Bonds payable 155000000.00

Long-term payables 150911348.00 52376768.35

Provisions 325259082.28

Deferred income 33251328.04 35232490.83

Total non-current assets 1882416237.14 2347004041.46

Total liabilities 30120261994.26 31106155475.51

2022 ANNUAL REPORT 171XII Financial Report

Item 31 December 2022 31 December 2021

OWNERS’ EQUITY

Share capital 2979742200.00 2984208200.00

Other equity instruments 996000000.00 996000000.00

Including: Preference shares

Perpetual Bonds 996000000.00 996000000.00

Capital reserves 5147225041.11 5154365336.31

Less: Treasury shares 128780100.00 226860000.00

Special reserves 2066138.15

Surplus reserves 1199819528.06 1199819528.06

Retained profit 3121934271.16 2921641460.59

Total shareholders’ equity 13318007078.48 13029174524.96

Total liabilities and shareholders’ equity 43438269072.74 44135330000.47

172XII Financial Report

3. Consolidated Income Statement

Unit: RMB

Item 2022 2021

I. Total revenue 32004367320.91 33019812294.14

Including: Revenue 32004367320.91 33019812294.14

II. Total operating costs 32046430688.65 30583840093.56

Including: Operating costs 27373725707.00 25222275795.28

Taxes and surcharges 243139315.06 284456212.31

Sales and distribution expenses 242181274.09 293509692.51

General and administrative expenses 750546703.34 942360735.54

Research and development expense 1290281540.10 1453766371.46

Finance expenses 2146556149.06 2387471286.46

Including: Interest expenses 2081067895.66 2348200417.05

Interest income 309987478.19 287289410.33

Plus: Other income 242223168.86 220600635.49

Investment income (“-” denotes loss) -76042787.35 -69578338.92

Including: I nvestment income from associates and

joint ventures 24116757.95 31476499.83

Gai ns on derecognition of financial assets

measured at amortised cost (“-” denotes

loss) -137464855.58 -258113630.19

Gain on change in fair value (“-” denotes loss) -25253928.81 -77073812.67

Credit impairment loss (“-” denotes loss) -86076968.56 -268735361.31

Loss on impairment of assets (“-” denotes loss) -17659966.20 -11285890.45

Gain on disposal of assets (“-” denotes loss) 161092513.76 51559551.66

2022 ANNUAL REPORT 173XII Financial Report

Item 2022 2021

III. Operating profit (“-” denotes loss) 156218663.96 2281458984.38

Plus: Non-operating income 77248685.76 71694386.81

Less: Non-operating expenses 51198001.72 46973061.20

IV. Total profit (“-” denotes total loss) 182269348.00 2306180309.99

Less: Income tax expenses -135093343.41 216496288.54

V. Net profit (“-” denotes net loss) 317362691.41 2089684021.45

(I) Classification according to the continuity of operation:

Including: Net profit from continuing operations (“-”

denotes net loss) 317362691.41 2089684021.45

Net profit from discontinued operations (“-” denotes

net loss)

(II) Classification according to ownership:

1. Net profit attributable to shareholders of the

Company 189290120.82 2065513108.71

2. Profit or loss of minority interest 128072570.59 24170912.74

VI. Net other comprehensive income after tax -376357965.21 116103878.30

Net other comprehensive income after tax attributable to

shareholders of the Company -376357965.21 116103878.30

(1) Other comprehensive income that cannot be

reclassified to profit and loss

(2) Other comprehensive income that will be reclassified

to profit and loss -376357965.21 116103878.30

1. Exchange differences arising from translation

of financial statements denominated in foreign

currencies -376954395.08 114257267.36

2. Other comprehensive income that may be

reclassified to profit and loss under the equity

method 596429.87 1846610.94

Other comprehensive income net of tax attributable to

minority interest

VII. Total comprehensive income -58995273.80 2205787899.75

Total comprehensive income attributable to shareholders of

the Company -187067844.39 2181616987.01

Total comprehensive income attributable to minority

interest 128072570.59 24170912.74

VIII. Earnings per share:

(I) Basic earnings per share 0.03 0.56

(II) Diluted earnings per share 0.03 0.56

Legal Representative: Financial controller: Head of the financial department:

Chen Hongguo Dong Lianming Zhang Bo

174XII Financial Report

4. Income statement of the Company

Unit: RMB

Item 2022 2021

I. Revenue 7520064602.48 8761491410.08

Less: Operating costs 7046088687.44 7357969445.55

Taxes and surcharges 33903732.08 73724285.85

Sales and distribution expenses 8097899.53 9558862.03

General and administrative expenses 143936740.47 225572928.07

Research and development expense 269160568.77 357549848.69

Finance expenses 775464172.57 596154250.94

Including: Interest expenses 942221009.81 1026360435.96

Interest income 426232368.25 538879542.11

Plus: Other income 40656440.23 7369035.15

Investment income (“-” denotes loss) 673446949.24 2932306416.92

Including: Investment income from associates and

joint ventures -314623.14 -3156467.36

Gains on derecognition of financial assets measured

at amortised cost (“-” denotes loss) -63403215.00 -12601533.35

Gain on change in fair value (“-” denotes loss) 1600000.00

Credit impairment loss (“-” denotes loss) 5350000.00 60361147.28

Loss on impairment of assets (“-” denotes loss) 10519416.80 -1108450.71

Gain on disposal of assets (“-” denotes loss) -12924176.52 5690737.73

II. Operating profit (“-” denotes loss)) 151386962.31 3147180675.32

Plus: Non-operating income 111848393.68 50666803.06

Less: Non-operating expenses 73996545.76 4482683.25

III. Total profit (“-” denotes total loss) 20105385.25 3193364795.13

Less: Income tax expenses 165739554.19 24799796.59

IV. Net profit (“-” denotes net loss) -124253256.38 3168564998.54

(I) Net profit from continuing operations (“-” denotes net

loss) 289992810.57 3168564998.54

(II) Net profit from discontinued operations (“-” denotes

net loss) 289992810.57

V. Total comprehensive income 289992810.57 3168564998.54

2022 ANNUAL REPORT 175XII Financial Report

5. Consolidated cash flow statement

Unit: RMB

Item 2022 2021

I. Cash flows from operating activities:

Cash received from sales of goods and rendering of

services 34004940977.95 37026791230.42

Tax rebates received 774636352.39 59547522.63

Cash received relating to other operating activities 1438951565.79 2219955470.38

Subtotal of cash inflows from operating activities 36218528896.13 39306294223.43

Cash paid for goods and services 27914460565.12 25422330671.57

Cash paid to and for employees 1378611065.39 1467112946.72

Payments of taxes and surcharges 1181977144.95 1426328693.53

Cash paid relating to other operating activities 2293655878.30 2408633718.97

Subtotal of cash outflows from operating activities 32768704653.76 30724406030.79

Net cash flows from operating activities 3449824242.37 8581888192.64

176XII Financial Report

Item 2022 2021

II. Cash flows from investing activities:

Cash received from investments 1526241.63 222670944.63

Cash received from investment income 37543374.81 81429872.21

Net cash received from disposal of fixed assets intangible

assets and other long-term assets 232394062.31 217787583.26

Net cash received from disposal of subsidiaries and other

business units – 306239547.48

Cash received relating to other investing activities – 493700048.10

Subtotal of cash inflows from investing activities 271463678.75 1321827995.68

Cash paid for purchase of fixed assets intangible assets

and other long-term assets 885436648.94 632606779.05

Cash paid on investments 1463000000.00 396000000.00

Net cash paid for acquisition of subsidiaries and other

business units 367997918.78 –

Cash paid relating to other investing activities – 127500000.00

Subtotal of cash outflows from investing activities 2716434567.72 1156106779.05

Net cash flows from investing activities -2444970888.97 165721216.63

III. Cash flows from financing activities:

Cash received from investments 1400000000.00 2350000000.00

Including: Ca sh received from subsidiaries from minority

investment 1400000000.00 2350000000.00

Cash received from borrowings 32477133959.53 26078252949.16

Cash received relating to other financing activities 3719090394.82 4808748496.67

Subtotal of cash inflows from financing activities 37596224354.35 33237001445.83

Cash repayments of amounts borrowed 31525777100.64 29423534354.33

Cash paid for dividend and profit distribution or interest

payment 2362284448.94 3327088059.92

Including: Divi dend and profit paid by subsidiaries to

minority shareholders 200352435.08 126809125.87

Cash paid relating to other financing activities 5689222885.22 10426875069.68

Subtotal of cash outflows from financing activities 39577284434.80 43177497483.93

Net cash flows from financing activities -1981060080.45 -9940496038.10

IV. Effect of foreign exchange rate changes on cash and cash

equivalents -33248970.46 -27367487.94

V. Net increase in cash and cash equivalents -1009455697.51 -1220254116.77

Plus: Balance of cash and cash equivalents as at the

beginning of the period 3168915847.02 4389169963.79

VI. Balance of cash and cash equivalents as at the end of the

period 2159460149.51 3168915847.02

2022 ANNUAL REPORT 177XII Financial Report

6. Cash flow statement of the Company

Unit: RMB

Item 2022 2021

I. Cash flows from operating activities:

Cash received from sales of goods and rendering of

services 9262082947.68 9921458290.29

Tax rebates received 9335732.78 –

Cash received relating to other operating activities 546476129.29 318480435.45

Subtotal of cash inflows from operating activities 9817894809.75 10239938725.74

Cash paid for goods and services 7950820408.32 7949092113.55

Cash paid to and for employees 298994477.43 324850174.01

Payments of taxes and surcharges 200234241.01 296341765.94

Cash paid relating to other operating activities 876312163.51 835108368.36

Subtotal of cash outflows from operating activities 9326361290.27 9405392421.86

Net cash flows from operating activities 491533519.48 834546303.88

II. Cash flows from investing activities:

Cash received from investments 1526241.63 3488670944.63

Cash received from investment income 918541961.59 3346501947.10

Net cash received from disposal of fixed assets intangible

assets and other long-term assets 175178998.35 3871823.30

Net cash received from disposal of subsidiaries and other

business units – –

Cash received relating to other investing activities – 493655373.48

Subtotal of cash inflows from investing activities 1095247201.57 7332700088.51

Cash paid for purchase of fixed assets intangible assets

and other long-term assets 30885811.90 19676071.84

Cash paid on investments – 882210000.00

Net cash paid for acquisition of subsidiaries and other

business units – –

Cash paid relating to other investing activities – –

Subtotal of cash outflows used in investing activities 30885811.90 901886071.84

Net cash flows from investing activities 1064361389.67 6430814016.67

III. Cash flows from financing activities:

Cash received from investments – –

Cash received from borrowings 19328476282.36 22083489278.32

Cash received relating to other financing activities 771135279.77 110000000.00

Subtotal of cash inflows from financing activities 20099611562.13 22193489278.32

178XII Financial Report

Item 2022 2021

Cash repayments of amounts borrowed 20169398149.54 18497803668.52

Cash paid for dividend and profit distribution or interest

payment 612303611.03 996025461.24

Cash paid relating to other financing activities 1533109819.21 9373355123.84

Subtotal of cash outflows from financing activities 22314811579.78 28867184253.60

Net cash flows from financing activities -2215200017.65 -6673694975.28

IV. Effect of foreign exchange rate changes on cash and cash

equivalents -177257.07 504245.77

V. Net increase in cash and cash equivalents -659482365.57 592169591.04

Plus: Ba lance of cash and cash equivalents as at the

beginning of the period 893454314.56 301284723.52

VI. Balance of cash and cash equivalents as at the end of the

period 233971948.99 893454314.56

2022 ANNUAL REPORT 179XII Financial Report

180

7. Consolidated statement of changes in owners’ equity

Amount for the reporting period

Unit: RMB

2022

Equity attributable to owners of the Company

Other equity instruments Less: Other

Preference Capital Treasury comprehensive Special Surplus General risk Minority Total

Item Share capital shares Perpetual Bonds Others reserves shares income reserves reserves provisions Retained profit Others Subtotal interest owners’ equity

I. Balance as at the end of the

prior year 2984208200.00 996000000.00 5227258100.41 226860000.00 -445582729.36 1212009109.97 76825918.60 9294126706.86 19117985306.48 3457050907.26 22575036213.74

Others

II. Balance as at the beginning of

the year 2984208200.00 996000000.00 5227258100.41 226860000.00 -445582729.36 1212009109.97 76825918.60 9294126706.86 19117985306.48 3457050907.26 22575036213.74

III. Changes in the period

(“-” denotes decrease) -4466000.00 133942421.88 -98079900.00 – 376357965.21 15791710.95 3074350.11 96515770.71 -33419811.56 1186637418.43 1153217606.87

(I) Total comprehensive income – 376357965.21 189290120.82 -187067844.39 128072570.59 – 58995273.80

(II) Capital paid in and reduced

by owners -4466000.00 133942421.88 -98079900.00 227556321.88 1258917282.92 1486473604.80

1. Ordinary shares paid by

owners -4466000.00 -8262100.00 -12728100.00 1258917282.92 1246189182.92

2. Capital paid by holders of

other equity instruments – –

3. Amount of share-based

payments recognised in

owners’ equity 1121804.80 -98079900.00 99201704.80 99201704.80

4. Others 141082717.08 141082717.08 141082717.08

(III) Profit distribution 3074350.11 -92774350.11 -89700000.00 -200352435.08 -290052435.08

1. Transfer to surplus

reserves – – –

2. Transfer to general risk

provisions 3074350.11 -3074350.11 –

3. Distribution to owners

(or shareholders) -89700000.00 -89700000.00 -200352435.08 -290052435.08

(IV) Special reserves 15791710.95 15791710.95 15791710.95

1. Withdrew in the period 29147795.17 29147795.17 29147795.17

2. Used in the period

(denotes in “-”) -13356084.22 -13356084.22 -13356084.22

IV. Balance as at the end of the

period 2979742200.00 996000000.00 5361200522.29 128780100.00 -821940694.57 15791710.95 1212009109.97 79900268.71 9390642477.57 19084565494.92 4643688325.69 23728253820.61XII Financial Report

2022 ANNUAL REPORT 181

Amount for the prior period

Unit: RMB

2021

Equity attributable to owners of the Company

Other

Other equity instruments Less: comprehensive Special General risk Total owners’

Item Share capital Preference shares Perpetual Bonds Others Capital reserves Treasury shares income reserves Surplus reserves provisions Retained profit Others Subtotal Minority interest equity

I. Balance as at the end of the

prior year 2984208200.00 4477500000.00 996000000.00 5321911413.75 226860000.00 -561686607.66 1212009109.97 74122644.20 9999764028.74 24276968789.00 1523294926.24 25800263715.24

Plus: Others -1803277670.52 -1803277670.52 -1803277670.52

II. Balance as at the beginning

of the year 2984208200.00 4477500000.00 996000000.00 5321911413.75 226860000.00 -561686607.66 1212009109.97 74122644.20 8196486358.22 22473691118.48 1523294926.24 23996986044.72

III. Changes in the period

(“-” denotes decrease) -4477500000.00 -94653313.34 116103878.30 2703274.40 1097640348.64 -3355705812.00 1933755981.02 -1421949830.98

(I) Total comprehensive

income 116103878.30 2065513108.71 2181616987.01 24170912.74 2205787899.75

(II) Capital paid in and

reduced by owners -4477500000.00 -94653313.34 -4572153313.34 2312271861.82 -2259881451.52

1. Ordinary shares paid

by owners 2312271861.82 2312271861.82

2. Capital paid by

holders of other equity

instruments -4477500000.00 -22500000.00 -4500000000.00 -4500000000.00

3. Amount of share-

based payments

recognised in owners’

equity 52556871.89 52556871.89 52556871.89

4. Others -124710185.23 -124710185.23 -124710185.23

(III) Profit distribution 2703274.40 -967872760.07 -965169485.67 -126809125.87 -1091978611.54

1. Transfer to general risk

provisions 2703274.40 -2703274.40

2. Distribution to owners

(or shareholders) -965169485.67 -965169485.67 -126809125.87 -1091978611.54

(IV) Transfer within owners’

equity -275877667.67 -275877667.67

1. Others -275877667.67 -275877667.67

IV. Balance as at the end of the

period 2984208200.00 996000000.00 5227258100.41 226860000.00 -445582729.36 1212009109.97 76825918.60 9294126706.86 19117985306.48 3457050907.26 22575036213.74XII Financial Report

182

8. Statement of changes in equity of owners of the Company

Amount for the reporting period

Unit: RMB

2022

Other equity instruments Less: Other

Preference Perpetual Capital r Treasury comprehensive Special Surplus Retained Total owners’

Item Share capital shares Bonds Others eserves shares income reserves reserves profit Others equity

I. Balance as at the end of the prior

year 2984208200.00 996000000.00 5154365336.31 226860000.00 1199819528.06 2921641460.59 13029174524.96

II. Balance as at the beginning of

the year 2984208200.00 996000000.00 5154365336.31 226860000.00 1199819528.06 2921641460.59 13029174524.96

III. Changes in the period

(“-” denotes decrease) -4466000.00 -7140295.20 -98079900.00 2066138.15 200292810.57 288832553.52

(I) Total comprehensive income 289992810.57 289992810.57

(II) Capital paid in and reduced by

owners -4466000.00 -7140295.20 -98079900.00 86473604.80

1. Ordinary shares paid by

owners -4466000.00 -8262100.00 -12728100.00

2. Capital paid by holders of

other equity instruments

3. Amount of share-based

payments recognised in

owners’ equity 1121804.80 -98079900.00 99201704.80

(III) Profit distribution -89700000.00 -89700000.00

1. Transfer to surplus reserves

2. Distribution to owners (or

shareholders) -89700000.00 -89700000.00

(V) Special reserves – 2066138.15 2066138.15

1. Withdrew in the period 2677407.09 2677407.09

2. Used in the period

(denotes in “-”) -611268.94 -611268.94

IV. Balance as at the end of the

period 2979742200.00 996000000.00 5147225041.11 128780100.00 2066138.15 1199819528.06 3121934271.16 13318007078.48XII Financial Report

2022 ANNUAL REPORT 183

Amount for the prior period

Unit: RMB

2021

Other equity instruments Less: Other

Preference Perpetual Capital Treasury comprehensive Special Surplus Retained Total owners’

Item Share capital shares Bonds Others reserves shares income reserves reserves profit Others equity

I. Balance as at the end of the

prior year 2984208200.00 4477500000.00 996000000.00 5124308464.42 226860000.00 1199819528.06 718245947.72 15273222140.20

II. Balance as at the beginning of

the year 2984208200.00 4477500000.00 996000000.00 5124308464.42 226860000.00 1199819528.06 718245947.72 15273222140.20

III. Changes in the period

(“-” denotes decrease) -4477500000.00 30056871.89 2203395512.87 -2244047615.24

(I) Total comprehensive income 3168564998.54 3168564998.54

(II) Capital paid in and reduced

by owners -4477500000.00 30056871.89 -4447443128.11

1. Ordinary shares paid by

owners

2. Capital paid by holders of

other equity instruments -4477500000.00 -22500000.00 -4500000000.00

3. Amount of share-based

payments recognised in

owners’ equity 52556871.89 52556871.89

(III) Profit distribution -965169485.67 -965169485.67

1. Transfer to surplus

reserves

2. Distribution to owners (or

shareholders) -965169485.67 -965169485.67

IV. Balance as at the end of the

period 2984208200.00 996000000.00 5154365336.31 226860000.00 1199819528.06 2921641460.59 13029174524.96XII Financial Report

III. General Information of the Company

1. Company overview

The predecessor of Shandong Chenming Paper Holdings Limited (hereinafter referred to as the “Company”) was

Shandong Shouguang Paper Mill Corporation which was changed as a joint stock company with limited liability

through offering to specific investors in May 1993. In December 1996 with approval by Lu Gai Zi [1996] No. 270

issued by the People’s Government of Shandong Province and Zheng Wei [1996] No. 59 of the Securities Committee

of the State Council the Company was changed as a joint stock company with limited liability established by share

offer.In May 1997 with approval by Zheng Wei Fa [1997] No. 26 issued by the Securities Committee of the State Council

the Company issued 115000000 domestic listed foreign shares (B shares) under public offering which were listed

and traded on Shenzhen Stock Exchange from 26 May 1997.In September 2000 with approval by Zheng Jian Gong Si Zi [2000] No. 151 issued by the China Securities Regulatory

Commission the Company issued an additional 70000000 RMB ordinary shares (A shares) which were listed and

traded on Shenzhen Stock Exchange from 20 November 2000.In June 2008 with approval by the Stock Exchange of Hong Kong Limited the Company issued 355700000 H

shares. At the same time 35570000 H shares were allocated to the National Council for Social Security Fund by

our relevant state-owned shareholder and converted into overseas listed foreign shares (H shares) for the purpose of

reducing the number of state-owned shares. The additionally issued H shares were listed and traded on Hong Kong

Stock Exchange on 18 June 2008.As at 31 December 2022 the total share capital of the Company was 2979742200 shares. For details please refer

to Note VII. 38.The Company established a corporate governance structure comprising the general meeting the board of directors

and the supervisory committee and has human resources department information technology department

corporate management department legal affairs department financial management department capital management

department securities investment department procurement department audit department and other departments.The Company and its subsidiaries (the “Company”) are principally engaged in among other things processing and

sale of paper products (including machine-made paper and paper board) paper making raw materials and machinery;

generation and sale of electric power and thermal power; forestry saplings growing processing and sale of timber;

manufacturing processing and sale of wood products; and hotel service and equipment financial and operating

leasing investment properties and property service etc.The financial statements and notes thereto were approved at the fourth meeting of the tenth session of the board of

directors of the Company (the “Board”) on 30 March 2023.

2. Scope of consolidation

Subsidiaries of the Company included in the scope of consolidation in 2022 totalled 78. For details please refer

to Note IX “Interest in other entities”. The scope of consolidation of the Company during the year had four morecompanies included and one company less compared to the prior year. For details please refer to Note VIII “Changein scope of consolidation”.

184XII Financial Report

IV. Basis of Preparation of the Financial Statements

1. Basis of preparation

These financial statements are prepared in accordance with the accounting standards for business enterprises the

application guidelines thereof interpretations and other related rules (collectively referred to as “ASBEs”) promulgated

by the Ministry of Finance. In addition the Company also discloses relevant financial information in accordance withthe “Preparation Rules for Information Disclosure by Companies Offering Securities to the Public No. 15 – GeneralProvisions on Financial Reports” (revised in 2014) of the CSRC.The financial statements are presented on a going concern.The Company’s financial statements have been prepared on an accrual basis. Except for certain financial instruments

the financial statements are prepared under the historical cost convention. In the event that impairment of assets

occurs a provision for impairment is made accordingly in accordance with the relevant regulations.

2. Going concern

No facts or circumstances comprise a material uncertainty about the Company’s going concern basis within 12

months since the end of the reporting period.V. Significant Accounting Policies and Accounting Estimates

Specific accounting policies and accounting estimates are indicated as follows:

The Company and its subsidiaries are principally engaged in machine-made paper electricity and heat construction

materials paper making chemical products processing of moulds hotel management and other operations. The Company

and its subsidiaries formulated certain specific accounting policies and accounting estimates for the transactions and

matters such as revenue recognition determination of performance progress and R&D expenses based on their actual

production and operation characteristics pursuant to the requirements under the relevant ASBEs. For details please refer to

this Note V. 29 “Revenue”. For the critical accounting judgments and estimates made by the management please refer to

Note V. 38 “Changes in significant accounting policies and accounting estimates”.

1. Statement of compliance with the Accounting Standards for Business Enterprises

These financial statements have been prepared in conformity with the ASBEs which truly and fully reflect the financial

position of the consolidated entity and the Company as at 31 December 2022 and relevant information such as the

operating results and cash flows of the consolidated entity and the Company for 2022.

2. Accounting period

The accounting period of the Company is from 1 January to 31 December of each calendar year.

2022 ANNUAL REPORT 185XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

3. Operating cycle

The operating cycle of the Company lasts for 12 months.

4. Functional currency

The functional currency of the Company and its domestic subsidiaries is Renminbi (“RMB”). Overseas subsidiaries

of the Company recognise U.S. dollar (“USD” or “US$”) Japanese yen (“JPY”) Euro (“EUR”) and South Korean

Won (“KRW”) as their respective functional currency according to the general economic environment in which these

subsidiaries operate. The Company prepares the financial statements in RMB.

5. Accounting treatment of business combinations under common control and not under common

control

(1) Business combination under common control

For the business combination involving entities under common control the assets and liabilities of the party

being merged that are obtained in the business combination by the absorbing party shall be measured at the

carrying amounts as recorded by the ultimate controlling party in the consolidated financial statements at the

combination date. The difference between the carrying amount of the consideration paid for the combination

(or the aggregate nominal value of shares issued as consideration) and the carrying amount of the net assets

obtained in the combination is charged to the capital reserve (share capital premium/capital premium). If the

capital reserve (share capital premium/capital premium) is not sufficient to absorb the difference any excess

shall be adjusted against retained earnings.Business combinations involving entities under common control and achieved in stages

In the separate financial statements the initial investment cost is calculated based on the shareholding portion

of the assets and liabilities obtained and are measured at the carrying amounts as recorded by the party being

merged at the combination date. The difference between the initial investment cost and the sum of the carrying

amount of the original investment cost prior to the combination and the carrying amount of consideration paid

for the combination is adjusted to the capital reserve (share capital premium/capital premium) if the capital

reserve is not sufficient to absorb the difference the excess difference shall be adjusted to retained earnings.In the consolidated financial statements the assets and liabilities of the party being merged that are obtained

at the combination by the absorbing party shall be measured at the carrying value as recorded by the ultimate

controlling party in the consolidated financial statements at combination date. The difference between the sum

of the carrying value from original shareholding portion and the new investment cost incurred at combination

date and the carrying value of net assets obtained at combination date shall be adjusted to capital reserve (share

capital premium/capital premium) if the balance of capital reserve is not sufficient to absorb the differences

any excess is adjusted to retained earnings. The long-term investment prior to the absorbing party obtaining

the control of the party being merged the recognised profit or loss comprehensive income and other change

of owners’ equity at the closer date of the acquisition date and combination date under common control shall

separately offset the opening balance of retained earnings and profit or loss during comparative statements.

186XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

5. Accounting treatment of business combinations under common control and not under common

control (Continued)

(2) Business combination not under common control

For business combinations involving entities not under common control the cost for each combination is

measured at the aggregate fair value at acquisition date of assets given liabilities incurred or assumed and

equity securities issued by the acquirer in exchange for control of the acquiree. At acquisition date the acquired

assets liabilities or contingent liabilities of acquiree are measured at their fair value.Where the cost of combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable net

assets the difference is recognised as goodwill and subsequently measured on the basis of its cost minus

accumulative impairment provision; Where the cost of combination is less than the acquirer’s interest in the fair

value of the acquiree’s identifiable net assets the difference is recognised in profit or loss for the current period

after reassessment.Business combinations involving entities not under common control and achieved in stages

In the separate financial statements the initial investment cost of the investment is the sum of the carrying

amount of the equity investment held by the entity prior to the acquisition date and the additional investment

cost at the acquisition date. The disposal accounting policy of other comprehensive income related with

equity investment prior to the acquisition date recognised under equity method shall be compliance with the

method when the acquiree disposes the related assets or liabilities. Owners’ equity due to the changes of other

owners’ equity other than the changes of net profit other comprehensive income and profit distribution shall

be transferred to profit or loss for current period when disposed of. If the equity investment held by the entity

prior to the acquisition date is measured at fair value the cumulative changes in fair value recognised in other

comprehensive income shall be transferred to retained earnings for current period when accounted for using

cost method.In the consolidation financial statements the combination cost is the sum of consideration paid at acquisition

date and fair value of the acquiree’s equity investment held prior to acquisition date. The cost of equity of

the acquiree held prior to acquisition date shall be remeasured at the fair value at acquisition date and the

difference between the fair value and carrying amount shall be recognised as investment income or loss for the

current period. Other comprehensive income and changes of other owners’ equity related with acquiree’s equity

held prior to acquisition date shall be transferred to investment profit or loss for current period at acquisition

date except for the other comprehensive income incurred by the changes of net assets or net liabilities due to

the remeasurement of defined benefit plans.

(3) Transaction fees attribution during business combination

The audit legal valuation advisory and other intermediary fees and other relevant administrative expenses

arising from business combinations are recognised in profit or loss when incurred. Transaction costs of equity

or debt securities issued as the considerations of business combination are included in the initial recognition

amounts.

2022 ANNUAL REPORT 187XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

6. Preparation of consolidated financial statements

(1) Scope of consolidation

The scope of consolidation of the consolidated financial statements is determined on the basis of control. The

term “control” refers to the fact that the Company has power over the investee and is entitled to variable returns

from its involvement with the investee and the ability to use its power over the investee to affect the amount of

those returns. A subsidiary is an entity controlled by the Company (including an enterprise a separable part of

an investee a structured entity etc.).

(2) Basis for preparation of the consolidated financial statements

The consolidated financial statements are prepared by the Company based on the financial statements of the

Company and its subsidiaries and other relevant information. In preparing the consolidated financial statements

the accounting policies and accounting periods of the Company and its subsidiaries shall be consistent and

intracompany significant transactions and balances are eliminated.A subsidiary and its business acquired through a business combination involving entities under common control

during the reporting period shall be included in the scope of the consolidation of the Company from the date

of being controlled by the ultimate controlling party and its operating results and cash flows from the date of

being controlled by the ultimate controlling party are included in the consolidated income statement and the

consolidated cash flow statement respectively.For a subsidiary and its business acquired through a business combination involving entities not under common

control during the reporting period its income expenses and profits are included in the consolidated income

statement and cash flows are included in the consolidated cash flow statement from the acquisition date to the

end of the reporting period.The shareholders’ equity of the subsidiaries that is not attributable to the Company is presented under

shareholders’ equity in the consolidated balance sheet as minority interest. The portion of net profit or loss of

subsidiaries for the period attributable to minority interest is presented in the consolidated income statement

under the “profit or loss of minority interest”. When the amount of loss attributable to the minority shareholders

of a subsidiary exceeds the minority shareholders’ portion of the opening balance of owners’ equity of the

subsidiary the excess amount shall be allocated against minority interest.

(3) Acquisition of non-controlling interests in subsidiaries

The difference between the long-term equity investments costs acquired by the acquisition of non-controlling

interests and the share of the net assets from subsidiaries from the date of acquisition or the date of

combination based on the new shareholding ratio as well as the difference between the proceeds from the

partial disposal of the equity investment without losing control over its subsidiary and the disposal of the

long-term equity investment corresponding to the share of the net assets of the subsidiaries from the date of

acquisition or the date of combination is adjusted to the capital reserve. If the capital reserve is not sufficient

any excess is adjusted to retained earnings.

188XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

6. Preparation of consolidated financial statements (Continued)

(4) Accounting treatment for loss of control over subsidiaries

For the loss of control over a subsidiary due to disposal of a portion of the equity investment or other reasons

the remaining equity is measured at fair value on the date when the control is lost. The difference arising from

the sum of consideration received for disposal of equity interest and the fair value of remaining equity interest

over the sum of the share of the carrying amount of net assets of the former subsidiary calculated continuously

from the purchase date based on the shareholding percentage before disposal and the goodwill is recognised

as investment income in the period when the control is lost.Other comprehensive income related to equity investment in the former subsidiary shall be transferred to current

profit or loss at the time when the control is lost except for other comprehensive income arising from changes

in net assets or net liabilities due to remeasurement of defined benefit plan by the investee.

7. Classification of joint arrangements and accounting treatment for joint operations

A joint arrangement refers to an arrangement of two or more parties have joint control. The joint arrangements of the

Company comprise joint operations and joint ventures.

(1) Joint operations

Joint operations refer to a joint arrangement during which the Company is entitled to relevant assets and

obligations of this arrangement.The Company recognises the following items in relation to its interest in a joint operation and accounts for them

in accordance with the relevant ASBEs:

A. the assets held solely by it and assets held jointly according to its share;

B. the liabilities assumed solely by it and liabilities assumed jointly according to its share;

C. the revenue from sale of output from joint operations;

D. the revenue from sale of output from joint operations according to its share;

E. the fees solely incurred by it and fees incurred from joint operations according to its share.

(2) Joint ventures

Joint ventures refer to a joint arrangement during which the Company only is entitled to net assets of this

arrangement.The Company accounts for its investments in joint ventures in accordance with the requirements relating to

accounting treatment using equity method for long-term equity investments.

2022 ANNUAL REPORT 189XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

8. Standards for recognising cash and cash equivalents

Cash refers to cash on hand and deposits readily available for payment purpose. Cash equivalents refer to short-

term and highly liquid investments held by the Company which are readily convertible into known amount of cash and

which are subject to insignificant risk of value change.

9. Foreign currency operations and translation of statements denominated in foreign currency

(1) Foreign currency operations

The foreign currency operations of the Company are translated into the functional currency at the prevailing

spot exchange rate on the date of exchange.On the balance sheet date foreign currency monetary items shall be translated at the spot exchange rate on

the balance sheet date. The exchange difference arising from the difference between the spot exchange rate

on the balance sheet date and the spot exchange rate upon initial recognition or the last balance sheet date will

be recognised in profit or loss for the period. The foreign currency non-monetary items measured at historical

cost shall still be measured by the functional currency translated at the spot exchange rate on the date of the

transaction. Foreign currency non-monetary items measured at fair value are translated at the spot exchange

rate on the date of determination of the fair value. The difference between the amounts of the functional

currency before and after the translation will be recognised in profit or loss or other comprehensive income for

the period based on the nature of the non-monetary items.

(2) Translation of financial statements denominated in foreign currency

When translating the financial statements denominated in foreign currency of overseas subsidiaries assets and

liabilities on the balance sheet are translated at the spot exchange rate prevailing at the balance sheet date;

owner’s equity items except for “retained profit” are translated at the spot exchange rates at the dates on which

such items arose.Income and expenses items in the income statement are translated at the prevailing spot exchange rate on the

transaction date.All items in the cash flow statements shall be translated at the prevailing spot exchange rate on the date that

the cash flow transaction occurred. Effects arising from changes of exchange rate on cash shall be presented

separately as the “effect of foreign exchange rate changes on cash and cash equivalents” item in the cash flow

statements.The differences arising from translation of financial statements shall be included in the “other comprehensiveincome” item in owners’ equity in the balance sheet.On disposal of foreign operations and loss of control exchange differences arising from the translation of

financial statements denominated in foreign currencies related to the disposed foreign operations which has

been included in shareholders’ equity in the balance sheet shall be transferred to profit or loss in whole or in

proportionate share in the period in which the disposal took place.

190XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

10. Financial instruments

A financial instrument is a contract that gives rise to a financial asset of one party and a financial liability or equity

instrument of another party.

(1) Recognition and derecognition of financial instruments

Financial asset or financial liability will be recognised when the Company became one of the parties under a

financial instrument contract.Financial asset that satisfied any of the following criteria shall be derecognised:

* the contract right to receive the cash flows of the financial asset has terminated;

* the financial asset has been transferred and meets the derecognition criteria for the transfer of financial

asset as described below.A financial liability (or a part thereof) is derecognised only when the present obligation is discharged in full or in

part. If an agreement is entered between the Company (debtor) and a creditor to replace the existing financial

liabilities with new financial liabilities and the contractual terms of the new financial liabilities are substantially

different from those of the existing financial liabilities the existing financial liabilities shall be derecognised and

the new financial liabilities shall be recognised.Conventionally traded financial assets shall be recognised and derecognised at the trading date.

(2) Classification and measurement of financial assets

The Company classifies the financial assets according to the business model for managing the financial assets

and characteristics of the contractual cash flows as follows: financial assets measured at amortised cost

financial assets measured at fair value through other comprehensive income and financial assets measured at

fair value through profit or loss.Financial assets measured at amortised cost

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated

at fair value through profit or loss:

The Company’s business model for managing such financial assets is to collect contractual cash flows;

The contractual terms of the financial asset stipulate that cash flows generated on specific dates are solely

payments of principal and interest on the principal amount outstanding.Subsequent to initial recognition such financial assets are measured at amortised cost using the effective

interest method. A gain or loss on a financial asset that is measured at amortised cost and is not part of a

hedging relationship shall be recognised in profit or loss for the current period when the financial asset is

derecognised amortised using the effective interest method or with impairment recognised.

2022 ANNUAL REPORT 191XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

10. Financial instruments (Continued)

(2) Classification and measurement of financial assets (Continued)

Financial assets measured at fair value through other comprehensive income

A financial asset is classified as measured at fair value through other comprehensive income if it meets both of

the following conditions and is not designated at fair value through profit or loss:

The Company’s business model for managing such financial assets is achieved both by collecting collect

contractual cash flows and selling such financial assets;

The contractual terms of the financial asset stipulate that cash flows generated on specific dates are solely

payments of principal and interest on the principal amount outstanding.Subsequent to initial recognition such financial assets are subsequently measured at fair value. Interest

calculated using the effective interest method impairment losses or gains and foreign exchange gains and

losses are recognised in profit or loss for the current period and other gains or losses are recognised in

other comprehensive income. On derecognition the cumulative gain or loss previously recognised in other

comprehensive income is reclassified from other comprehensive income to profit or loss.Financial assets measured at fair value through profit or loss

The Company classifies the financial assets other than those measured at amortised cost and measured at fair

value through other comprehensive income as financial assets measured at fair value through profit or loss.Upon initial recognition the Company irrevocably designates certain financial assets that are required to be

measured at amortised cost or at fair value through other comprehensive income as financial assets measured

at fair value through profit or loss in order to eliminate or significantly reduce accounting mismatch.Upon initial recognition such financial assets are measured at fair value. Except for those held for hedging

purposes gains or losses (including interests and dividend income) arising from such financial assets are

recognised in the profit or loss for the current period.The business model for managing financial assets refers to how the Company manages its financial assets

in order to generate cash flows. That is the Company’s business model determines whether cash flows will

result from collecting contractual cash flows selling financial assets or both. The Company determines the

business model for managing financial assets on the basis of objective facts and specific business objectives

for managing financial assets determined by key management personnel.The Company assesses the characteristics of the contractual cash flows of financial assets to determine

whether the contractual cash flows generated by the relevant financial assets on a specific date are solely

payments of principal and interest on the principal amount outstanding. The principal refers to the fair value

of the financial assets at the initial recognition. Interest includes consideration for the time value of money for

the credit risk associated with the principal amount outstanding during a particular period of time and for other

basic lending risks costs and profits. In addition the Company evaluates the contractual terms that may result

in a change in the time distribution or amount of contractual cash flows from a financial asset to determine

whether it meets the requirements of the above contractual cash flow characteristics.

192XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

10. Financial instruments (Continued)

(2) Classification and measurement of financial assets (Continued)

Financial assets measured at fair value through profit or loss (Continued)

All affected financial assets are reclassified on the first day of the first reporting period following the change in

the business model where the Company changes its business model for managing financial assets; otherwise

financial assets shall not be reclassified after initial recognition.Financial assets are measured at fair value upon initial recognition. For financial assets measured at fair

value through profit or loss relevant transaction costs are directly recognised in profit or loss for the current

period. For other categories of financial assets relevant transaction costs are included in the amount initially

recognised. Accounts receivable arising from sales of goods or rendering services without significant financing

component are initially recognised based on the transaction price expected to be entitled by the Company.

(3) Classification and measurement of financial liabilities

At initial recognition financial liabilities of the Company are classified as financial liabilities measured at fair

value through profit or loss and financial liabilities measured at amortised cost. For financial liabilities not

classified as measured at fair value through profit or loss relevant transaction costs are included in the amount

initially recognised.Financial liabilities measured at fair value through profit or loss

Financial liabilities measured at fair value through profit or loss comprise held-for-trading financial liabilities and

financial liabilities designated at fair value through profit or loss upon initial recognition. Such financial liabilities

are subsequently measured at fair value and the gains or losses from the change in fair value and the dividend

or interest expenses related to the financial liabilities are included in the profit or loss of the current period.Financial liabilities measured at amortised cost

Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method

and the gains or losses arising from derecognition or amortisation are recognised in profit or loss for the current

period.

2022 ANNUAL REPORT 193XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

10. Financial instruments (Continued)

(3) Classification and measurement of financial liabilities (Continued)

Classification between financial liabilities and equity instruments

A financial liability is a liability if:

* it has a contractual obligation to pay in cash or other financial assets to other parties.* it has a contractual obligation to exchange financial assets or financial liabilities under potential adverse

condition with other parties.* it is a non-derivative instrument contract which will or may be settled with the entity’s own equity

instruments and the entity will deliver a variable number of its own equity instruments according to such

contract.* it is a derivative instrument contract which will or may be settled with the entity’s own equity instruments

except for a derivative instrument contract that exchanges a fixed amount of cash or other financial asset

with a fixed number of its own equity instruments.Equity instruments are any contract that evidences a residual interest in the assets of an entity after deducting

all of its liabilities.If the Company cannot unconditionally avoid the performance of a contractual obligation by paying cash or

delivering other financial assets the contractual obligation meets the definition of financial liabilities.Where a financial instrument must or may be settled with the Company’s own equity instruments the

Company’s own equity instruments used to settle such instrument should be considered as to whether it is as

a substitute for cash or other financial assets or for the purpose of enabling the holder of the instrument to be

entitled to the remaining interest in the assets of the issuer after deducting all of its liabilities. For the former it is

a financial liability of the Company; for the latter it is the Company’s own equity instruments.

(4) Fair value of financial instruments

The methods for determining the fair value of the financial assets or financial liabilities are set out in Note V. 11.

194XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

10. Financial instruments (Continued)

(5) Impairment of financial assets

The Company makes provision for impairment based on expected credit losses (ECLs) on the following items:

Financial assets measured at amortised cost;

Receivables and debt investments measured at fair value through other comprehensive income;

Contract assets as defined in the Accounting Standards for Business Enterprises No. 14 – Revenue;

Lease receivables;

Financial guarantee contracts (except those measured at fair value through profit or loss or formed by

continuing involvement of transferred financial assets or the transfer does not qualify for derecognition).Measurement of ECLs

ECLs are the weighted average of credit losses of financial instruments weighted by the risk of default. Credit

losses refer to the difference between all contractual cash flows receivable according to the contract and

discounted according to the original effective interest rate and all cash flows expected to be received i.e. the

present value of all cash shortages.The Company takes into account reasonable and well-founded information such as past events current

conditions and forecasts of future economic conditions and calculates the probability-weighted amount of

the present value of the difference between the cash flows receivable from the contract and the cash flows

expected to be received weighted by the risk of default.The Company measures ECLs of financial instruments at different stages. If the credit risk of the financial

instrument did not increase significantly upon initial recognition it is at the first stage and the Company makes

provision for impairment based on the ECLs within the next 12 months; if the credit risk of a financial instrument

increased significantly upon initial recognition but has not yet incurred credit impairment it is at the second

stage and the Company makes provision for impairment based on the lifetime ECLs of the instrument; if the

financial instrument incurred credit impairment upon initial recognition it is at the third stage and the Company

makes provision for impairment based on the lifetime ECLs of the instrument.For financial instruments with low credit risk on the balance sheet date the Company assumes that the credit

risk did not increase significantly upon initial recognition and makes provision for impairment based on the

ECLs within the next 12 months.Lifetime ECLs represent the ECLs resulting from all possible default events over the expected life of a financial

instrument. The 12-month ECLs are the ECLs resulting from possible default events on a financial instrument

within 12 months (or a shorter period if the expected life of the financial instrument is less than 12 months) after

the balance sheet date and is a portion of lifetime ECLs.

2022 ANNUAL REPORT 195XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

10. Financial instruments (Continued)

(5) Impairment of financial assets (Continued)

Measurement of ECLs (Continued)

The maximum period to be considered when estimating ECLs is the maximum contractual period over which

the Company is exposed to credit risk including renewal options.For the financial instruments at the first and second stages and with low credit risks the Company calculates

the interest income based on the book balance and the effective interest rate before deducting the impairment

provisions. For financial instruments at the third stage interest income is calculated based on the amortised

cost after deducting impairment provisions made from the book balance and the effective interest rate.Bills receivable accounts receivable and contract assets

For bills receivable accounts receivable and contract assets regardless of whether there is a significant

financing component the Company always makes provision for impairment at an amount equal to lifetime

ECLs.When the Company is unable to assess the information of ECLs for an individual financial asset at a reasonable

cost it classifies bills receivable and accounts receivable into portfolios based on the credit risk characteristics

and calculates the ECLs on a portfolio basis. The basis for determining the portfolios is as follows:

A. Bills receivable

Bills receivable portfolio 1: Bank acceptance bills

Bills receivable portfolio 2: Commercial acceptance bills

B. Accounts receivable

Accounts receivable portfolio 1: Due from related party customers

Accounts receivable portfolio 2: Due from non-related party customers

Accounts receivable portfolio 3: Factoring receivables

196XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

10. Financial instruments (Continued)

(5) Impairment of financial assets (Continued)

Bills receivable accounts receivable and contract assets (Continued)

For bills receivable classified as a portfolio the Company refers to the historical credit loss experience

combined with the current situation and the forecast of future economic conditions to calculate the ECLs based

on default risk exposure and lifetime ECL rate.For accounts receivable classified as a portfolio the Company refers to the historical credit loss experience

combined with the current situation and the forecast of future economic conditions to prepare a comparison

table of the ageing/overdue days of accounts receivable and the lifetime ECL rate to calculate the ECLs.Other receivables

The Company classifies other receivables into portfolios based on credit risk characteristics and calculates the

ECLs on a portfolio basis. The basis for determining the portfolios is as follows:

Other receivables portfolio 1: Amount due from government authorities

Other receivables portfolio 2: Amount due from related parties

Other receivables portfolio 3: Other receivables

For other receivables classified as a portfolio the Company calculates the ECLs based on default risk exposure

and the ECL rate over the next 12 months or the entire lifetime.Long-term receivables

The Company’s long-term receivables include finance lease receivables and deposits receivable.

2022 ANNUAL REPORT 197XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

10. Financial instruments (Continued)

(5) Impairment of financial assets (Continued)

Long-term receivables (Continued)

The Company classifies the finance lease receivables deposits receivable and other receivables into portfolios

based on the credit risk characteristics and calculates the ECLs on a portfolio basis. The basis for determining

the portfolios is as follows:

A. Finance lease receivables

Finance lease receivables portfolio 1: Receivables not past due

Finance lease receivables portfolio 2: Overdue receivables

B. Other long-term receivables

Other long-term receivables portfolio 1: Deposits receivable

Other long-term receivables portfolio 2: Other receivables

For deposits receivable and receivables for construction projects the Company refers to the historical credit

loss experience combined with the current situation and the forecast of future economic conditions and

calculates the ECLs based on default risk exposure and lifetime ECL rate.Except for those of finance lease receivables and deposits receivable the ECLs of other receivables and long-

term receivables classified as a portfolio are measured based on default risk exposure and ECL rate over the

next 12 months or the entire lifetime.Debt investments and other debt investments

For debt investments and other debt investments the Company measures the ECLs based on the nature of the

investment the types of counterparty and risk exposure and default risk exposure and ECL rate within the next

12 months or the entire lifetime.

198XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

10. Financial instruments (Continued)

(5) Impairment of financial assets (Continued)

Assessment of significant increase in credit risk

In assessing whether the credit risk of a financial instrument has increased significantly upon initial recognition

the Company compares the risk of default of the financial instrument at the balance sheet date with that at the

date of initial recognition to determine the relative change in risk of default within the expected lifetime of the

financial instrument.In determining whether the credit risk has increased significantly upon initial recognition the Company considers

reasonable and well-founded information including forward-looking information which can be obtained without

unnecessary extra costs or efforts. Information considered by the Company includes:

The debtor’s failure to make payments of principal and interest on their contractually due dates;

An actual or expected significant deterioration in a financial instrument’s external or internal credit rating (if any);

An actual or expected significant deterioration in the operating results of the debtor;

Existing or expected changes in the technological market economic or legal environment that have a significant

adverse effect on the debtor’s ability to meet its obligation to the Company.Depending on the nature of the financial instruments the Company assesses whether there has been a

significant increase in credit risk on either an individual basis or a collective basis. When the assessment is

performed on a collective basis the financial instruments are grouped based on their common credit risk

characteristics such as past due information and credit risk ratings.The Company determines that the credit risk on a financial asset has increased significantly if it is more than 30

days past due.Credit-impaired financial assets

At balance sheet date the Company assesses whether financial assets measured at amortised cost and debt

investments measured at fair value through other comprehensive income are credit-impaired. A financial asset

is credit-impaired when one or more events that have an adverse effect on the estimated future cash flows

of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following

observable events:

Significant financial difficulty of the issuer or debtor;

A breach of contract by the debtor such as a default or delinquency in interest or principal payments;

2022 ANNUAL REPORT 199XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

10. Financial instruments (Continued)

(5) Impairment of financial assets (Continued)

Credit-impaired financial assets (Continued)

For economic or contractual reasons relating to the debtor’s financial difficulty the Company having granted to

the debtor a concession that would not otherwise consider;

It becoming probable that the debtor will enter bankruptcy or other financial reorganisation;

The disappearance of an active market for that financial asset because of financial difficulties of the issuer or

debtor.Presentation of provisions for ECLs

ECLs are remeasured at each balance sheet date to reflect changes in the financial instrument’s credit risk

upon initial recognition. Any change in the ECL amount is recognised as an impairment gain or loss in profit

or loss for the current period. For financial assets measured at amortised cost the provisions of impairment is

deducted from the carrying amount of the financial assets presented in the balance sheet; for debt investments

at fair value through other comprehensive income the Company makes provisions of impairment in other

comprehensive income without reducing the carrying amount of the financial asset.Write-offs

The book balance of a financial asset is directly written off to the extent that there is no realistic prospect of

recovery of the contractual cash flows of the financial asset (either partially or in full). Such write-off constitutes

derecognition of such financial asset. This is generally the case when the Company determines that the debtor

does not have assets or sources of income that could generate sufficient cash flows to repay the amounts

subject to the write-off. However financial assets that are written off could still be subject to enforcement

activities in order to comply with the Company’s procedures for recovery of amounts due.If a write-off of financial assets is subsequently recovered the recovery is credited to profit or loss in the period

in which the recovery occurs.

200XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

10. Financial instruments (Continued)

(6) Transfer of financial assets

Transfer of financial assets refers to the transfer or delivery of financial assets to another party other than the

issuer of such financial assets (the transferee).If the Company transfers substantially all the risks and rewards of ownership of the financial asset to the

transferee the financial asset shall be derecognised. If the Company retains substantially all the risks and

rewards of ownership of a financial asset the financial asset shall not be derecognised.If the Company neither transfers nor retains substantially all the risks and rewards of ownership of the financial

asset it accounts for the transaction as follows: if the Company does not retain control it derecognises the

financial asset and recognises any resulting assets or liabilities; if the control over the financial asset is not

waived the relevant financial asset is recognised according to the extent of its continuing involvement in the

transferred financial asset and the relevant liability is recognised accordingly.

(7) Offset of financial assets and financial liabilities

If the Company owns the legitimate rights of offsetting the recognised financial assets and financial liabilities

which are enforceable currently and the Company plans to realise the financial assets or to clear off the

financial liabilities on a net amount basis or simultaneously the net amount of financial assets and financial

liabilities shall be presented in the balance sheet upon offsetting. Otherwise financial assets and financial

liabilities are presented separately in the balance sheet without offsetting.

11. Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.The Company measures the relevant asset and liability at fair value based on the presumption that the orderly

transaction to sell the asset or transfer the liability takes place either in the principal market for the relevant asset or

liability or in the absence of a principal market in the most advantageous market for relevant the asset or liability. The

principal or the most advantageous market must be a trading market accessible by the Company at the measurement

date. The Company adopts the presumption that market participants would use when pricing the asset or liability in

their best economic interest.If there exists an active market for a financial asset or financial liability the Company uses the quotation on the active

market as its fair value. If the market for a financial instrument is inactive the Company uses valuation technique to

recognise its fair value.Fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic

benefits by using the asset in its best use or by selling it to another market participant that would use the asset in its

best use.The Company adopts valuation techniques that are appropriate in the current circumstance and for which sufficient

data and other information are available prioritises the use of relevant observable inputs and uses unobservable

inputs only under the circumstances where such relevant observable inputs cannot be obtained or practicably

obtained.

2022 ANNUAL REPORT 201XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

11. Fair value measurement (Continued)

Assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within

the fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole.Level 1: based on quoted prices (unadjusted) in active markets for identical assets or liabilities obtainable at the

measurement date. Level 2: observable inputs for the relevant asset or liability either directly or indirectly except for

Level 1 input. Level 3: unobservable inputs for the relevant assets or liability.At each balance sheet date the Company reassesses assets and liabilities measured at fair value that are recognised

in the financial statements on a recurring basis to determine whether transfers have occurred between fair value

measurement hierarchy levels.

12. Inventories

(1) Classification of inventories

Inventories of the Company mainly include raw materials work in progress goods in stock development

products and consumable biological assets etc.

(2) Pricing of inventories dispatched

Inventories of the Company are measured at their actual cost when obtained. Cost of raw materials goods in

stock and others will be calculated with weighted average method when being dispatched.Consumable biological assets refer to biological assets held-for-sale which include growing timber. Consumable

biological assets without a stock are stated at historical cost at initial recognition and subsequently measured

at fair value when there is a stock. Changes in fair values shall be recognised as profit or loss in the current

period. The cost of self-planting self-cultivating consumable biological assets is the necessary expenses

directly attributable to such assets prior to canopy closure including borrowing costs eligible for capitalisation.Subsequent expenses such as maintenance cost incurred after canopy closure shall be included in profit or loss

for the current period.The cost of consumable biological assets shall at the time of harvest or disposal be carried forward at carrying

amount using the stock volume proportion method.

(3) Recognition of net realisable value of inventories and provision for inventory impairment

Net realisable value of inventories refers to the amount of the estimated price of inventories less the estimated

cost incurred upon completion estimated sales expenses and taxes and levies. The realisable value of

inventories shall be determined on the basis of definite evidence purpose of holding the inventories and effect

of after-balance-sheet-date events.At the balance sheet date provision for inventory impairment is made when the cost is higher than the net

realisable value. The Company usually make provision for inventory impairment based on categories of

inventories. At the balance sheet date in case the factors causing inventory impairment no longer exists the

original provision for inventory impairment shall be reversed.

202XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

12. Inventories (Continued)

(4) Inventory stock taking system

The Company implements permanent inventory system as its inventory stock taking system.

(5) Amortisation of low-value consumables and packaging materials

The low-value consumables of the Company are amortised when issued for use.Packaging materials for turnover are amortised when issued for use.

13. Long-term equity investments

Long-term equity investments include the equity investments in subsidiaries joint ventures and associates. Associates

of the Company are those investees that the Company imposes significant influence over.

(1) Determination of initial investment cost

Long-term equity investments acquired through business combinations: for a long-term equity investment

acquired through a business combination involving enterprises under common control the investment cost shall

be the absorbing party’s share of the carrying amount of the owners’ equity under the consolidated financial

statements of the ultimate controlling party on the date of combination. For a long-term equity investment

acquired through a business combination involving enterprises not under common control the investment cost

of the long-term equity investment shall be the cost of combination.Long-term equity investments acquired through other means: for a long-term equity investment acquired

by cash payment the initial investment cost shall be the purchase cost actually paid; for a long-term equity

investment acquired by issuing equity securities the initial investment cost shall be the fair value of equity

securities issued.

2022 ANNUAL REPORT 203XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

13. Long-term equity investments (Continued)

(2) Subsequent measurement and method for profit or loss recognition

Investments in subsidiaries shall be accounted for using the cost method. Except for the investments which

meet the conditions of holding for sale investments in associates and joint ventures shall be accounted for

using the equity method.For a long-term equity investment accounted for using the cost method the cash dividends or profits declared

by the investees for distribution shall be recognised as investment gains and included in profit or loss for the

current period except the case of receiving the actual consideration paid for the investment or the declared but

not yet distributed cash dividends or profits which is included in the consideration.For a long-term equity investment accounted for using the equity method where the initial investment cost

exceeds the investor’s interest in the fair value of the investee’s identifiable net assets at the acquisition date

no adjustment shall be made to the investment cost of the long-term equity investment. Where the initial

investment cost is less than the investor’s interest in the fair value of the investee’s identifiable net assets at the

acquisition date adjustment shall be made to the carrying amount of the long-term equity investment and the

difference shall be charged to profit or loss for the current period.Under the equity method investment gain and other comprehensive income shall be recognised based on

the Company’s share of the net profits or losses and other comprehensive income made by the investee

respectively. Meanwhile the carrying amount of long-term equity investment shall be adjusted. The carrying

amount of long-term equity investment shall be reduced based on the Group’s share of profit or cash dividend

distributed by the investee. In respect of the other movement of net profit or loss other comprehensive income

and profit distribution of investee the carrying amount of long-term equity investment shall be adjusted and

included in the capital reserves (other capital reserves). The Group shall recognise its share of the investee’s net

profits or losses based on the fair values of the investee’s individual separately identifiable assets at the time of

acquisition after making appropriate adjustments thereto according to the accounting policies and accounting

periods of the Company.For additional equity investment made in order to obtain significant influence or common control over investee

without resulted in control the initial investment cost under the equity method shall be the aggregate of

fair value of previously held equity investment and additional investment cost on the date of transfer. For

investments in non-trading equity instruments that were previously classified as at fair value through other

comprehensive income the cumulative fair value changes associated with them that were previously included

in other comprehensive income are transferred to retained earnings upon the change to the equity method of

accounting.In the event of loss of common control or significant influence over investee due to partial disposal of equity

investment the remaining equity interest after disposal shall be accounted for according to the Accounting

Standard for Business Enterprises No. 22 – Recognition and measurement of Financial Instruments. The

difference between its fair value and carrying amount shall be included in profit or loss for the current period. In

respect of other comprehensive income recognised under previous equity investment using equity method it

shall be accounted for in accordance with the same accounting treatment for direct disposal of relevant asset or

liability by investee at the time when equity method was ceased to be used. Movement of other owners’ equity

related to the previous equity investment shall be transferred to profit or loss for the current period.

204XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

13. Long-term equity investments (Continued)

(2) Subsequent measurement and method for profit or loss recognition (Continued)

In the event of loss of control over investee due to partial disposal of equity investment the remaining equity

interest which can apply common control or impose significant influence over the investee after disposal shall

be accounted for using equity method. Such remaining equity interest shall be treated as accounting for using

equity method since it is obtained and adjustment was made accordingly. For the remaining equity interest

which cannot apply common control or impose significant influence over the investee after disposal it shall be

accounted for using the Accounting Standard for Business Enterprises No. 22 – Recognition and measurement

of Financial Instruments. The difference between its fair value and carrying amount as at the date of losing

control shall be included in profit or loss for the current period.If the shareholding ratio of the Company is reduced due to the capital increase of other investors and as a

result the Company loses the control of but still can apply common control or impose significant influence over

the investee the net asset increase due to the capital increase of the investee attributable to the Company shall

be recognised according to the new shareholding ratio and the difference with the original carrying amount of

the long-term equity investment corresponding to the shareholding ratio reduction part that should be carried

forward shall be recorded in the profit or loss for the current period; and then it shall be adjusted according to

the new shareholding ratio as if equity method is used for accounting when acquiring the investment.In respect of the transactions between the Company and its associates and joint ventures the share of

unrealised gain or loss arising from internal transactions shall be eliminated by the portion attributable to the

Company. Investment gain or loss shall be recognised accordingly. However any unrealised loss arising from

internal transactions between the Company and an investee is not eliminated to the extent that the loss is

impairment loss of the transferred assets.

(3) Basis for determining the common control and significant influence on the investee

Common control is the contractually agreed sharing of control over an arrangement which relevant activities

of such arrangement must be decided by unanimously agreement from parties who share control. When

determining if there is any common control it should first be identified if the arrangement is controlled by

all the participants or the group consisting of the participants and then determined if the decision on the

arranged activity can be made only with the unanimous consent of the participants sharing the control. If all the

participants or a group of participants can only decide the relevant activities of certain arrangement through

concerted action it can be considered that all the participants or a group of participants share common

control on the arrangement. If there are two or more participant groups that can collectively control certain

arrangement it does not constitute common control. When determining if there is any common control the

relevant protection rights will not be taken into account.Significant influence is the power of the investor to participate in the financial and operating policy decisions

of an investee but to fail to control or joint control the formulation of such policies together with other parties.When determining if there is any significant influence on the investee the influence of the voting shares of the

investee held by the investor directly and indirectly and the potential voting rights held by the investor and

other parties which are exercisable in the current period and converted to the equity of the investee including

the warrants stock options and convertible bonds that are issued by the investee and can be converted in the

current period shall be taken into account.

2022 ANNUAL REPORT 205XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

13. Long-term equity investments (Continued)

(3) Basis for determining the common control and significant influence on the investee (Continued)

When the Company holds directly or indirectly through the subsidiary 20% (inclusive) to 50% of the voting

shares of the investee it is generally considered to have significant influence on the investee unless there is

concrete evidence to prove that it cannot participate in the production and operation decision-making of the

investee and cannot pose significant influence in this situation. When the Company owns less than 20% of the

voting shares of the investee it is generally considered that it has not significantly influenced on the investee

unless there is concrete evidence to prove that it can participate in the production and operation decision-

making of the investee and can impose significant influence in this situation.

(4) Impairment test method and impairment provision

For the method for making impairment provision for the investment in subsidiaries associates and joint

ventures please refer to Note V. 22.

14. Investment property

Investment property refers to real estate held to earn rentals or for capital appreciation or both. The investment

property of the Company includes leased land use rights land use rights held for sale after appreciation and leased

buildings.The investment property of the Company is measured initially at cost upon acquisition and subject to depreciation or

amortisation in the relevant periods according to the relevant provisions on fixed assets or intangible assets.For the method for making impairment provision for the investment property adopted cost method for subsequent

measurement please refer to Note V. 22.When an investment property is sold transferred retired or damaged the amount of proceeds on disposal of the

property net of the carrying amount and related tax and surcharges is recognised in profit or loss for the current

period.

15. Fixed assets

(1) Conditions for recognition of fixed assets

Fixed assets represent the tangible assets held by the Company using in the production of goods rendering of

services and for operation and administrative purposes with useful life over one year.Fixed assets are recognised when it is probable that the related economic benefits will flow to the Company and

the costs can be reliably measured.The Company’s fixed assets are initially measured at the actual cost at the time of acquisition.Subsequent expenditures incurred for a fixed asset are included in the cost of the fixed asset when it is probable

that the associated economic benefits will flow to the Company and the related cost can be reliably measured.The cost of routine repairs of fixed assets that do not qualify as capitalised subsequent expenditure is charged

to current profit or loss or included in the cost of the related assets in accordance with the beneficiary object

when incurred. The carrying amount of the replaced part is derecognised.

206XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

15. Fixed assets (Continued)

(2) Depreciation method by category of fixed assets

The Company adopts the straight-line method for depreciation. Provision for depreciation will be started

when the fixed asset reaches its expected usable state and stopped when the fixed asset is derecognised

or classified as a non-current asset held for sale. Without regard to the depreciation provision the Company

determines the annual depreciation rate by category estimated useful lives and estimated residual value of the

fixed assets as below:

Useful lives of Estimated residual Annual depreciation

Category depreciation (Year) value (%) rate (%)

Housing and building structure 20-40 5-10 2.25-4.75

Machinery and equipment 8-20 5-10 4.50-11.88

Transportation equipment 5-8 5-10 11.25-19.00

Electronic equipment and others 5 5-10 18.00-19.00

Where for the fixed assets for which impairment provision is made to determine the depreciation rate the

accumulated amount of the fixed asset impairment provision that has been made shall be deducted.

(3) The impairment test method and impairment provision method of the fixed assets are set out in Note V. 22.

(4) The Company will review the useful lives estimated net residual value and depreciation method of the fixed

assets at the end of each year.When there is any difference between the useful lives estimate and the originally estimated value the useful

lives of the fixed asset shall be adjusted. When there is any difference between the estimated net residual value

estimate and the originally estimated value the estimated net residual value shall be adjusted.

(5) Disposal of fixed assets

A fixed asset is derecognised on disposal or when it is expected that there shall be no economic benefit arising

from using or after disposal. Where the fixed assets are sold transferred retired or damaged the income

received after disposal after deducting the carrying amount and related taxes are recognised in profit or loss for

the current period.

2022 ANNUAL REPORT 207XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

16. Construction in progress

Construction in progress of the Company is recognised based on the actual construction cost including all necessary

expenditures incurred for construction projects capitalised borrowing costs for the construction in progress before it

has reached the working condition for its intended use and other related expenses during the construction period.A construction in progress is reclassified to fixed assets when it has reached the working condition for its intended

use.The method for impairment provision of construction in progress is set out in Note V. 22.

17. Materials for project

The materials for project of the Group refer to various materials prepared for construction in progress including

construction materials equipment not yet installed and tools for production.The purchased materials for project are measured at cost and the planning materials for project are transferred to

construction in progress. After the completion of the project the remaining materials for project are transferred to

inventory.The method for impairment provision of materials for project is set out in Note V. 22.The closing balance of materials for project is presented as “construction in progress” item in the balance sheet.

18. Borrowing costs

(1) Recognition principle for the capitalisation of the borrowing costs

The borrowing costs incurred by the Company directly attributable to the acquisition construction or production

of a qualifying asset will be capitalised and included in the cost of relevant asset. Other borrowing costs will be

recognised as expenses when incurred according to the incurred amount and included in the profit or loss for

the current period. When the borrowing costs meet all the following conditions capitalisation shall be started:

* The capital expenditure has been incurred which includes the expenditure incurred by paying cash

transferring non-cash assets or undertaking interest-bearing liabilities for acquiring constructing or

producing the qualifying assets;

* The borrowing costs have been incurred;

* The acquisition construction or production activity necessary for the asset to be ready for its intended

use or sale has been started.

208XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

18. Borrowing costs (Continued)

(2) Capitalisation period of borrowing costs

When a qualifying asset acquired constructed or produced by the Company is ready for its intended use or

sale the capitalisation of the borrowing costs shall discontinue. The borrowing costs incurred after a qualifying

asset is ready for its intended use or sale shall be recognised as expenses when incurred according to the

incurred amount and included in the profit or loss for the current period.Capitalisation of borrowing costs shall be suspended during periods in which the acquisition construction or

production of a qualifying asset is interrupted abnormally when the interruption is for a continuous period of

more than 3 months. The capitalisation of the borrowing costs shall be continued in the normal interruption

period.

(3) Calculation methods for capitalisation rate and capitalised amount of the borrowing costs

Where funds are borrowed for a specific purpose the amount of interest to be capitalised shall be the actual

interest expense incurred on that borrowing for the period less any bank interest earned from depositing the

borrowed funds before being used into banks or any investment income on the temporary investment of those

funds. Where funds are borrowed for general purpose the Company shall determine the amount of interest

to be capitalised on such borrowings by applying a capitalisation rate to the weighted average of the excess

amounts of cumulative expenditures on the asset over and above the amounts of specific-purpose borrowings.The capitalisation rate shall be the weighted average of the interest rates applicable to the general-purpose

borrowings.During the capitalisation period exchange differences on a specific purpose borrowing denominated in foreign

currency shall be capitalised. Exchange differences related to general-purpose borrowings denominated in

foreign currency shall be included in profit or loss for the current period.

19. Biological assets

Bearer biological assets refer to biological assets held for the purpose of producing agricultural products providing

labour services or renting including economic forests firewood forests productive livestock and draught animals.The Company’s bearer biological assets are mainly tea trees. The cost of a planted or propagated bearer biological

asset includes the expenses directly attributable to the asset and necessarily incurred before the asset is ready for its

intended production and operation including the borrowing costs that are eligible for capitalisation.The management protection and feeding costs of a biological asset subsequent to crown closure or after the asset is

ready for its intended production and operation are expensed and recognised in profit or loss as incurred.Depreciation of bearer biological assets is calculated using the straight-line method over the estimated useful life of

each biological asset less its residual value as follows:

Estimated residual Annual depreciation

Type of bearer biological assets Useful life (year) value rate

Tea tree 10 5% 9.50%

2022 ANNUAL REPORT 209XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

19. Biological assets (Continued)

The Company reviews the useful life and estimated net residual value of a bearer biological asset and the depreciation

method applied at least at each financial year-end. A change in the useful life or estimated net residual value of a fixed

asset or the depreciation method used shall be accounted for as a change in accounting estimate.The difference between the disposal income of the sale loss death or damage of a bearer biological asset net of its

carrying amount and related taxes is recognised in profit or loss for the current period.The method for impairment provision of bearer biological assets is set out in Note V. 22.

20. Right-of-use assets

(1) Conditions for recognition of right-of-use assets.

Right-of-use assets are defined as the right of underlying assets in the lease term for the Company as a lessee.Right-of-use assets are initially measured at cost at the commencement date of the lease. The cost includes the

amount of the initial measurement of lease liability; lease payments made at or before the inception of the lease

less any lease incentives enjoyed; initial direct costs incurred by the Company as lessee; costs to be incurred

in dismantling and removing the underlying assets restoring the site on which it is located or restoring the

underlying asset to the condition required by the terms and conditions of the lease incurred by the Company

as lessee. As a lessee the Company recognises and measures the costs of dismantling and restoration in

accordance with the Accounting Standard for Business Enterprises No. 13 – Contingencies. Subsequently the

lease liability is adjusted for any remeasurement of the lease liability.

(2) Depreciation method of right-of-use assets

The Company uses the straight-line method for depreciation. Where the Company as a lessee is reasonably

certain to obtain ownership of the leased asset at the end of the lease term such asset is depreciated over the

remaining useful life of the leased asset. Where ownership of the lease assets during the lease term cannot be

reasonably determined right-of-use assets are depreciated over the lease term or the remainder of useful lives

of the lease assets whichever is shorter.

(3) For the methods of impairment test and impairment provision of right-of-use assets please refer to Note V.

22.

21. Intangible assets

The intangible assets of the Company include land use rights software patents and certificates of third party right.The intangible asset is initially measured at cost and its useful life is determined upon acquisition. If the useful life

is finite the intangible asset will be amortised over the estimated useful life using the amortisation method that

can reflect the estimated realisation of the economic benefits related to the asset starting from the time when it is

available for use. If it is unable to reliably determine the estimated realisation straight-line method shall be adopted

for amortisation. The intangible assets with uncertain useful life will not be amortised.

210XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

21. Intangible assets (Continued)

The amortisation methods for the intangible assets with finite useful life are as follows:

Method of

Type Useful life amortisation Remark

Land use rights 50-70 Straight-line method

Software 5-10 Straight-line method

Patents 5-20 Straight-line method

Certificates of third party right 3 Straight-line method

The Company reviews the useful life and amortisation method of the intangible assets with finite useful life at the end

of each year. If it is different from the previous estimates the original estimates will be adjusted and will be treated as

a change in accounting estimate.If it is estimated on the balance sheet date that certain intangible asset can no longer bring future economic benefit

to the company the carrying amount of the intangible asset will be entirely transferred into the profit or loss for the

current period.The impairment method for the intangible assets is set out in Note V. 22.

22. Long-term asset impairment

Impairment of long-term equity investments in subsidiaries associates and joint ventures asset impairment on

investment property fixed assets construction in progress bearer biological assets measured at cost right-of-use

assets intangible assets goodwill and others (excluding inventories investment property measured at fair value

deferred tax assets and financial assets) subsequently measured at cost is determined as follows:

The Company determines if there is any indication of asset impairment as at the balance sheet date. If there is any

evidence indicating that an asset may be impaired recoverable amount shall be estimated for impairment test.Goodwill arising from business combinations intangible assets with an indefinite useful life and intangible assets not

ready for use will be tested for impairment annually regardless of whether there is any indication of impairment.The recoverable amount of an asset is the higher of its fair value less costs of disposal and the present value of the

future cash flows expected to be derived from the asset. The Company estimates the recoverable amount of an

individual asset. If it is not possible to estimate the recoverable amount of the individual asset the Company shall

determine the recoverable amount of the asset group to which the asset belongs. The determination of an asset group

is based on whether major cash inflows generated by the asset group are independent of the cash inflows from other

assets or asset groups.When the recoverable amount of an asset or an asset group is less than its carrying amount the carrying amount is

reduced to its recoverable amount. The reduction amount is charged to profit or loss and an impairment provision is

made accordingly.For the purpose of impairment test of goodwill the carrying amount of goodwill acquired in a business combination is

allocated to the relevant asset groups on a reasonable basis from the acquisition date; where it is difficult to allocate

to the related asset groups it is allocated to the combination of related asset groups. The related asset groups or

combination of asset groups are those which can benefit from the synergies of the business combination and are not

larger than the reportable segments identified by the Company.

2022 ANNUAL REPORT 211XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

22. Long-term asset impairment (Continued)

In the impairment test if there is any indication that an asset group or a combination of asset groups related to

goodwill may be impaired the Company first tests the asset group or set of asset groups excluding goodwill for

impairment calculates the recoverable amount and recognises the corresponding impairment loss. An impairment test

is then carried out on the asset group or combination of asset groups containing goodwill by comparing its carrying

amount with its recoverable amount. If the recoverable amount is lower than the carrying amount an impairment loss

is recognised for goodwill.An impairment loss recognised shall not be reversed in a subsequent period.

23. Long-term prepaid expenses

The long-term prepaid expenses incurred by the Company shall be recognised based on the actual cost and evenly

amortised over the estimated benefit period. For the long-term prepaid expense that cannot benefit the subsequent

accounting periods its value after amortisation shall be entirely included in the profit or loss for the current period.

24. Contract liabilities

A contract liability represents the Company’s obligation to transfer goods to a customer for which the Company has

received consideration (or an amount of consideration is due) from the customer. If the customer has already paid

the contract consideration before the Company transfers goods to the customer or the Company has obtained the

unconditional collection right the Company will recognise such amount received or receivable as contract liabilities

at earlier of the actual payment by the customer or the amount payable becoming due. Contract assets and contract

liabilities under the same contract are presented on a net basis and contract assets and contract liabilities under

different contracts are not offset.

25. Employee benefits

(1) Scope of employee benefits

Employee benefits are all forms of considerations or compensation given by an entity in exchange for

services rendered by employees or for the termination of employment. Employee benefits include short-term

staff remuneration post-employment benefits termination benefits and other long-term employee benefits.Employee benefits include benefits provided to employees’ spouses children other dependants survivors of

the deceased employees or to other beneficiaries.Employee benefits are presented as “employee benefits payable” and “long-term employee benefits payable” in

the balance sheet respectively according to liquidity.

(2) Short-term staff remuneration

Employee wages or salaries actually incurred bonuses and social insurance contributions such as medical

insurance work injury insurance maternity insurance and housing fund contributed at the applicable

benchmarks and rates are recognised as a liability as the employees provide services with a corresponding

charge to profit or loss or included in the cost of assets where appropriate.

212XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

25. Employee benefits (Continued)

(3) Post-employment benefits

Post-employment benefit plans include defined contribution plans and defined benefit plans. A defined

contribution plan is a post-employment benefit plan under which the Company pays fixed contributions into

a separate fund and the Company has no further obligations for payment. A defined benefit plan is a post-

employment benefit plan other than a defined contribution plan.Defined contribution plans

Defined contribution plans include basic pension insurance and unemployment insurance.During the accounting period in which an employee provides service the amount payable calculated according

to the defined contribution plan is recognised as a liability and included in the profit or loss for the current period

or the cost of relevant assets.Defined benefit plans

For defined benefit plans the actuarial valuation is carried out by an independent actuary on the annual

balance sheet date and the cost of providing benefits is determined by the expected cumulative benefit unit

method. The cost of staff remuneration arising from the Company’s defined benefit plans includes the following

components:

* Service cost including current service cost past service cost and settlement gain or loss. In particular

the current service cost refers to the increase in the present value of obligations of defined benefit plans

arising from the service provided by staff in the current period; the past service cost refers to the increase

or decrease in the present value of obligations of defined benefit plans related to the service of the staff in

the previous period arising from the revision of defined benefit plans.* Net interest on net liabilities or net assets of defined benefit plans including interest income from the

assets under the plans interest expense arising from the obligations of defined benefit plans and interest

affected by asset caps.* Changes arising from the remeasurement of net liabilities or net assets of defined benefit plans.Unless other accounting standards require or allow costs of staff welfare to be included in costs of assets

the Company will include the above items * and * in the current profit and loss; and include item * in other

comprehensive income which will not be transferred back to profit or loss in subsequent accounting periods.When the original defined benefit plan is terminated all the part originally included in other comprehensive

income shall be transferred to retained profit within the scope of equity.

2022 ANNUAL REPORT 213XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

25. Employee benefits (Continued)

(4) Termination benefits

When the Company provides termination benefits to employees employee benefits liabilities arising from

termination benefits are recognised in profit or loss for the current period at the earlier of the following dates:

when the Company cannot revoke unilaterally compensation for dismissal due to the cancellation of labour

relationship plans and employee redundant proposals; the Company recognises cost and expenses related to

payment of compensation for dismissal and restructuring.For the early retirement plans economic compensations before the actual retirement date were classified as

termination benefits. During the period from the date of cease of render of services to the actual retirement

date relevant wages and contribution to social insurance for the employees proposed to be paid are recognised

in profit or loss on a one-off basis. Economic compensation after the official retirement date such as normal

pension is accounted for as post-employment benefits.

(5) Other long-term benefits

Other long-term employee benefits provided by the Group to employees that meet the conditions for defined

contribution plans are accounted for in accordance with the relevant provisions relating to defined contribution

plans as stated above. If the conditions for defined benefit plans are met the benefits shall accounted for inaccordance with the relevant provisions relating to defined benefit plans but the “changes arising from theremeasurement of net liabilities or net assets of defined benefit plans” in the relevant employee benefits shall be

included in the current profit and loss or the relevant costs of assets.

214XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

26. Provisions

Obligations pertinent to the contingencies which satisfy the following conditions are recognised by the Company as

provisions:

(1) the obligation is a current obligation borne by the Company;

(2) it is likely that an outflow of economic benefits from the Company will be resulted from the performance of the

obligation;

(3) the amount of the obligation can be reliably measured.

The provisions shall be initially measured based on the best estimate for the expenditure required for the performance

of the current obligation after taking into account relevant risks uncertainties time value of money and other

factors pertinent to the contingencies. If the time value of money has significant influence the best estimates shall

be determined after discounting the relevant future cash outflow. The Company reviews the carrying amount of the

provisions on the balance sheet date and adjust the carrying amount to reflect the current best estimates.If all or some expenses incurred for settlement of recognised provisions are expected to be borne by the third party

the compensation amount shall on a recoverable basis be recognised as asset separately and compensation

amount recognised shall not be more than the carrying amount of provisions.

27. Share-based payments and equity instruments

(1) Category of share-based payment

The Company’s share-based payment is either equity-settled or cash-settled.

(2) Determination of fair value of equity instruments

For the existence of an active market for options and other equity instruments granted by the Company the

fair value is determined at the quoted price in the active market. For options and other equity instruments with

no active market option pricing model shall be used to estimate the fair value of the equity instruments. The

following factors shall be taken into account using option pricing models: A. the exercise price of the option; B.the validity period of the option; C. the current market price of the share; D. the expected volatility of the share

price; E. predicted dividend of the share; and F. risk-free rate of the option within the validity period.

2022 ANNUAL REPORT 215XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

27. Share-based payments and equity instruments (Continued)

(3) Recognition of vesting of equity instruments based on the best estimate

On each balance sheet date within the vesting period the estimated number of equity instruments expected to

vest is revised based on the best estimate made by the Company according to the latest available subsequent

information as to changes in the number of employees with exercisable rights. On the vesting date the final

estimated number of equity instruments expected to vest should equal the actual number of equity instruments

expected to vest.

(4) Accounting treatment of implementation modification and termination of share-based payment

Equity-settled share-based payment shall be measured at the fair value of the equity instruments granted to

employees. For those may immediately vest after the grant the fair value of equity instrument at the grant date

shall be included in the relevant costs or expenses and the capital reserve shall be increased accordingly.If the right may not be exercised until the vesting period comes to an end or until the specified performance

conditions are met on each balance sheet date within the vesting period the services obtained in the current

period shall based on the best estimate of the number of vested equity instruments be included in the relevant

costs or expenses and the capital reserve at the fair value of the equity instrument at the grant date. After the

vesting period relevant costs or expenses and total shareholders’ equity which have been recognised will not

be adjusted.Cash-settled share-based payment shall be measured in accordance with the fair value of liability calculated

and recognised based on the shares or other equity instruments undertaken by the Company. For those may

immediately vest after the grant the fair value of the liability undertaken by the Company shall on the date of the

grant be included in the relevant costs or expenses and the liabilities shall be increased accordingly. If the right

may not be exercised until the vesting period comes to an end or until the specified performance conditions

are met on each balance sheet date within the vesting period the services obtained in the current period shall

based on the best estimate of the information about the exercisable right be included in the relevant costs or

expenses and the corresponding liabilities at the fair value of the liability undertaken by the Company. For each

of the balance sheet date and settlement date before the settlement of the relevant liabilities fair value of the

liabilities shall be remeasured and the changes will be included in the profit or loss for the current period.When there are changes in Company’s share-based payment plans if the modification increases the fair value

of the equity instruments granted corresponding recognition of service increase in accordance with the increase

in the fair value of the equity instruments; if the modification increases the number of equity instruments

granted the increase in fair value of the equity instruments is recognised as a corresponding increase in service

achieved. An increase in the fair value of equity instruments refers to the difference between the fair values of

the modified date. If the modification reduces the total fair value of shares paid or not conductive to the use of

other employees share-based payment plans to modify the terms and conditions of service it will continue to

be accounted for in the accounting treatment as if the change had not occurred unless the Company cancelled

some or all of the equity instruments granted.During the vesting period if the cancelled equity instruments (except for failure to meet the conditions of the

non-market vesting conditions) granted by the Company to cancel the equity instruments granted amount

treated as accelerated vesting of the remaining period should be recognised immediately in profit or loss while

recognising capital reserves. If employees or other parties can choose to meet non-vesting conditions but they

are not met in the vesting period the Company will treat them as cancelled equity instruments granted.

216XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

28. Perpetual Bonds

(1) Classification of financial liabilities and equity instruments

Financial instruments issued by the Company are classified into financial assets financial liabilities or equity

instruments on the basis of the substance of the contractual arrangements and the economic nature not only

its legal form together with the definition of financial asset financial liability and equity instruments on initial

recognition.

(2) Accounting treatment of Perpetual Bonds

Financial instruments issued by the Company are initially recognised and measured in accordance with the

financial instrument standards; thereafter interest or dividends are accrued on each balance sheet date

and accounted for in accordance with relevant specific ASBEs i.e. to determine the accounting treatment

for interest expenditure or dividend distribution of the instrument based on the classification of the financial

instrument issued. For financial instruments classified as equity instruments their interest expenses or dividend

distributions are treated as profit distribution of the Company and their repurchases and cancellations are

treated as changes in equity; for financial instruments classified as financial liabilities their interest expenses or

dividend distribution are in principle accounted for with reference to borrowing costs and the gains or losses

arising from their repurchases or redemption are included in the profit or loss for the current period.For the transaction costs such as fees and commissions incurred by the Company for issuing financial

instruments if such financial instruments are classified as debt instruments and measured at amortised cost

they are included in the initial measured amount of the instruments issued; if such financial instruments are

classified as equity instruments they are deducted from equity.

29. Revenue

(1) General principles

The Company recognises revenue when it satisfies a performance obligation in the contract i.e. when the

customer obtains control of the relevant goods or services.Where a contract has two or more performance obligations the Company allocates the transaction price to

each performance obligation based on the percentage of respective unit price of goods or services guaranteed

by each performance obligation and recognises as revenue based on the transaction price that is allocated to

each performance obligation.If one of the following conditions is fulfilled the Company performs its performance obligation within a certain

period; otherwise it performs its performance obligation at a point of time:

* when the customer simultaneously receives and consumes the benefits provided by the Company when

the Company performs its obligations under the contract;

* when the customer is able to control the goods in progress in the course of performance by the Company

under the contract;

* when the goods produced by the Company under the contract are irreplaceable and the Company has

the right to payment for performance completed to date during the whole contract term.

2022 ANNUAL REPORT 217XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

29. Revenue (Continued)

(1) General principles (Continued)

For performance obligations performed within a certain period the Company recognises revenue by measuring

the progress towards complete of that performance obligation within that certain period. When the progress

of performance cannot be reasonably determined if the costs incurred by the Company are expected to

be compensated the revenue shall be recognised at the amount of costs incurred until the progress of

performance can be reasonably determined.For performance obligation performed at a point of time the Company recognises revenue at the point of time

at which the customer obtains control of relevant goods or services. To determine whether a customer has

obtained control of goods or services the Company considers the following indications:

* The Company has the current right to receive payment for the goods which is when the customer has the

current payment obligations for the goods.* The Company has transferred the legal title of the goods to the customer which is when the client

possesses the legal title of the goods.* The Company has transferred the physical possession of goods to the customer which is when the

customer obtains physical possession of the goods.* The Company has transferred all of the substantial risks and rewards of ownership of the goods to the

customer which is when the customer obtain all of the substantial risks and rewards of ownership of the

goods to the customer.* The customer has accepted the goods.* Other information indicates that the customer has obtained control of the goods.The Company’s right to consideration in exchange for goods or services that the Company has transferred to

customers (and such right depends on factors other than passage of time) is accounted for as contract assets

and contract assets are subject to impairment based on ECLs (Note V. 10). The Company’s unconditional

right to receive consideration from customers (only depends on passage of time) is accounted for as accounts

receivable. The Company’s obligation to transfer goods or services to customers for which the Company has

received or should receive consideration from customers is accounted for as contract liabilities.Contract assets and contract liabilities under the same contract are presented on a net basis. Where the net

amount has a debit balance it is presented in “contract assets” or “other non-current assets” according to its

liquidity. Where the net amount has a credit balance it is presented in “contract liabilities” or “other non-currentliabilities” according to its liquidity.

218XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

29. Revenue (Continued)

(2) Specific methods

Specific method for revenue recognition of machine-made paper business of the Company: in terms of

domestic sales of machine-made paper revenue is recognised when goods are delivered to the customers and

such deliveries are confirmed; while in terms of overseas sales of machine-made paper revenue is recognised

on the day when goods are loaded on board and declared.Specific method for recognition of finance lease income of the Company: according to the repayment schedule

the income is recognised by instalments according to the effective interest rate.Specific method for recognition of revenue from real estate of the Company: revenue is recognised by

amortising the property rental income on a straight-line basis over the lease term.The specific method for the Company to recognise revenue from electricity and steam: the sales of steam and

electricity by the Company are performance obligations performed at a point of time. For sales of electricity the

Company recognises revenue from sales of electricity based on the quantity of electricity delivered to customers

every month at a price agreed in the contract. For sales of steam the Company recognises revenue from sales

of steam based on the amount of steam delivered to customers every month at a price agreed in the contract.The specific method for the Company to recognise revenue from construction materials moulds and paper

chemicals: revenue is recognised when goods are delivered to the customers and such deliveries are confirmed.

30. Contract costs

Contract costs are either the incremental costs of obtaining a contract with a customer or the costs to fulfil a contract

with a customer.Incremental costs of obtaining a contract are those costs that the Company incurs to obtain a contract with a

customer that it would not have incurred if the contract had not been obtained e.g. sales commission. The Company

recognises the incremental costs of obtaining a contract with a customer as an asset if it expects to recover those

costs. Other costs of obtaining a contract are expensed when incurred.If the costs to fulfil a contract with a customer are not within the scope of inventories or other ASBEs the Company

recognises an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:

* the costs relate directly to an existing contract or to a specifically identifiable anticipated contract including

direct labour direct materials allocations of overheads (or similar costs) costs that are explicitly chargeable to

the customer and other costs that are incurred only because the Company entered into the contract;

* the costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to

satisfy) performance obligations in the future;

* the costs are expected to be recovered.

2022 ANNUAL REPORT 219XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

30. Contract costs (Continued)

Assets recognised for the incremental costs of obtaining a contract and assets recognised for the costs to fulfil

a contract (the “assets related to contract costs”) are amortised on a systematic basis that is consistent with the

transfer to the customer of the goods or services to which the assets relate and recognised in profit or loss for the

current period.The Company recognises an impairment loss in profit or loss to the extent that the carrying amount of an asset related

to contract costs exceeds:

* remaining amount of consideration that the Company expects to receive in exchange for the goods or services

to which the asset relates;

* the cost estimated to be happened for the transfer of related goods or services.The costs of contract performance recognised as assets if the amortisation period is less than one year or a normal

operating cycle upon the initial recognition are presented as “Inventories” item and if the amortisation period is more

than one year or a normal operating cycle upon the initial recognition are presented as “other non-current assets”

item.The contract obtaining costs recognised as assets if the amortisation period is less than one year or a normal

operating cycle upon the initial recognition are presented as “other current assets” item and if the amortisationperiod is more than one year or a normal operating cycle upon the initial recognition are presented as “other non-current assets” item.

31. Government grants

A government grant is recognised when the grant will be received and that the Company will comply with the

conditions attaching to the grant.If a government grant is in the form of a monetary asset it is measured at the amount received or receivable. If a

government grant is in the form of non-monetary asset it is measured at fair value; if the fair value cannot be obtained

in a reliable way it is measured at the nominal amount of RMB1.Government grants obtained for acquisition or construction of long-term assets or other forms of long-term asset

formation are classified as government grants related to assets while the remaining government grants are classified

as government grants related to revenue.Regarding the government grant not clearly defined in the official documents and can form long-term assets the

part of government grant which can be referred to the value of the assets is classified as government grant related

to assets and the remaining part is government grant related to revenue. For the government grant that is difficult to

distinguish the entire government grant is classified as government grant related to revenue.

220XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

31. Government grants (Continued)

A government grant related to an asset shall be recognised as deferred income and evenly amortised to profit or loss

over the useful life of the asset in a reasonable and systematic manner. For a government grant related to revenue if

the grant is a compensation for related costs expenses or losses incurred the grant shall be recognised in profit or

loss for the current period or used to offset related costs; if the grant is a compensation for related costs expenses

or losses to be incurred in subsequent periods the grant shall be recognised as deferred income and recognised

in profit or loss over the periods in which the related costs expenses or losses are recognised. A government grant

measured at nominal amount is directly included in profit or loss for the current period. The Company adopts a

consistent approach to the same or similar government grants.A government grant related to daily activities is recognised in other gains or used to offset related costs relying on the

essence of economic business; otherwise recognised in non-operating income.For the repayment of a government grant already recognised if the carrying amount of relevant assets was written off

at initial recognition the carrying amount of the assets shall be adjusted; if there is any related deferred income the

repayment shall be offset against the carrying amount of the deferred income and any excess shall be recognised in

profit or loss for the current period; otherwise the repayment shall be recognised immediately in profit or loss for the

current period.

32. Deferred income tax assets/deferred income tax liabilities

Income tax comprises current income tax expense and deferred income tax expense which are included in profit or

loss for the current period as income tax expenses except for deferred tax related to transactions or events that are

directly recognised in owners’ equity which are recognised in owners’ equity and deferred tax arising from a business

combination which is adjusted against the carrying amount of goodwill.Temporary differences arising from the difference between the carrying amount of an asset or liability and its tax base

at the balance sheet date of the Company shall be recognised as deferred income tax using the balance sheet liability

method.All the taxable temporary differences are recognised as deferred income tax liabilities except for those incurred in the

following transactions:

(1) The initial recognition of goodwill and the initial recognition of an asset or liability in a transaction which is

neither a business combination nor affects accounting profit or taxable profit (or deductible loss) when the

transaction occurs;

(2) The taxable temporary differences associated with investments in subsidiaries associates and joint ventures

and the Company is able to control the timing of the reversal of the temporary difference and it is probable that

the temporary difference will not reverse in the foreseeable future.

2022 ANNUAL REPORT 221XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

32. Deferred income tax assets/deferred income tax liabilities (Continued)

The Company recognises a deferred income tax asset for the carry forward of deductible temporary differences

deductible losses and tax credits to subsequent periods to the extent that it is probable that future taxable profits

will be available against which the deductible temporary differences deductible losses and tax credits can be utilised

except for those incurred in the following transactions:

(1) The transaction is neither a business combination nor affects accounting profit or taxable profit (or deductible

loss) when the transaction occurs;

(2) The deductible temporary differences associated with investments in subsidiaries associates and joint ventures

the corresponding deferred income tax asset is recognised when both of the following conditions are satisfied:

it is probable that the temporary difference will reverse in the foreseeable future and it is probable that taxable

profits will be available in the future against which the temporary difference can be utilised.At the balance sheet date deferred income tax assets and deferred income tax liabilities are measured at the tax

rates that are expected to apply to the period when the asset is realised or the liability is settled and their tax effect is

reflected accordingly.At the balance sheet date the Company reviews the carrying amount of a deferred income tax asset. If it is probable

that sufficient taxable profits will not be available in future periods to allow the benefit of the deferred tax asset to be

utilised the carrying amount of the deferred tax asset is reduced. Any such reduction in amount is reversed when it

becomes probable that sufficient taxable profits will be available.

33. Lease

(1) Identification of leases

On the beginning date of the contract the Company (as a lessee or lessor) assesses whether the customer in

the contract has the right to obtain substantially all of the economic benefits from use of the identified asset

throughout the period of use and has the right to direct the use of the identified asset throughout the period of

use. If a contract conveys the right to control the use of an identified asset and multiple identified assets for a

period of time in exchange for consideration the Company identifies such contract is or contains a lease.

(2) The Company as lessee

On the beginning date of the lease the Company recognises right-of-use assets and lease liabilities for all

leases except for short-term lease and low-value asset lease with simplified approach.The accounting policy for right-of-use assets is set out in Note V. 20.

222XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

33. Lease (Continued)

(2) The Company as lessee (Continued)

The lease liability is initially measured at the present value of the lease payments that are not paid at the

beginning date of the lease using the interest rate implicit in the lease. Where the interest rate implicit in the

lease cannot be determined the incremental borrowing rate is used as the discount rate. Lease payments

include fixed payments and in-substance fixed payments less any lease incentives receivable; variable

lease payments that are based on an index or a rate; the exercise price of a purchase option if the lessee is

reasonably certain to exercise that option; payments for terminating the lease if the lease term reflects the

lessee exercising that option of terminating; and amounts expected to be payable by the lessee under residual

value guarantees. Subsequently the interest expense on the lease liability for each period during the lease term

is calculated using a constant periodic rate of interest and is recognised in profit or loss for the current period.Variable lease payments not included in the measurement of lease liabilities are recognised in profit or loss for

the period in which they actually arise.Short-term lease

Short-term leases refer to leases with a lease term of less than 12 months from the commencement date

except for those with a purchase option.Lease payments on short-term leases are recognised in the cost of related assets or current profit or loss on a

straight-line basis over the lease term.For short-term leases the Company chooses to adopt the above simplified approach for the following types of

assets that meet the conditions of short-term lease according to the classification of leased assets.Low-value equipment

Transportation vehicles

Low-value asset lease

A low-value asset lease is a lease that the value of a single leased asset is below RMB40000 when it is a new

asset.Lease payments on low-value asset leases are recognised on a straight-line basis over the lease term and

either included in the cost of the related asset or charged to profit or loss for the current period.For a low-value asset lease the Company chooses the above simplified approach based on the specific

circumstances of each lease.

2022 ANNUAL REPORT 223XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

33. Lease (Continued)

(2) The Company as lessee (Continued)

Lease modification

The Company accounts for a lease modification as a separate lease when the modification occurs and the

following conditions are met: * the lease modification expands the scope of lease by adding the right to use

one or more of the leased assets; and * the increase in consideration is equivalent to the separate price for the

expanded scope of lease adjusted for that contractual situation.Where a lease modification is not accounted for as a separate lease at the effective date of the lease

modification the Company reallocates the consideration of the modified contract redetermines the lease term

and remeasures the lease liability based on the present value of the lease payments after the modification and

the revised discount rate.If a lease modification results in a reduction in the scope of the lease or a shortening of the lease term the

Company reduces the carrying amount of the right-of-use asset accordingly and includes in the profit or loss for

the period the gain or loss associated with the partial or complete termination of the lease.Where other lease modifications result in a remeasurement of the lease liability the Company adjusts the

carrying amount of the right-of-use asset accordingly.

(3) The Company as lessor

When the Company is a lessor a lease is classified as a finance lease whenever the terms of the lease transfer

substantially all the risks and rewards of asset ownership to the lessee. All leases other than financial leases are

classified as operating leases.Finance leases

Under finance leases the Company accounts for finance lease receivables at the beginning of the lease term

at the net lease investment which is the sum of the unsecured residual value and the present value of the

lease receipts outstanding at the commencement date of the lease discounted at the interest rate implicit in

the lease. The Company as lessor calculates and recognises interest income for each period of the lease term

based on a fixed periodic interest rate. Variable lease payments acquired by the Company as lessor that are not

included in the net measurement of lease investments are included in profit or loss for the period when they are

actually incurred.Derecognition and impairment of finance lease receivables are accounted for in accordance with the

requirements under the Accounting Standard for Business Enterprises No. 22 – Recognition and Measurement

of Financial Instruments and the Accounting Standards for Business Enterprises No. 23 – Transfer of Financial

Assets.

224XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

33. Lease (Continued)

(3) The Company as lessor (Continued)

Operating lease

Lease payments under operating leases are recognised in profit or loss on a straight-line basis over the lease

term. Initial direct costs incurred in relation to operating leases are capitalised and amortised over the lease term

on the same basis as rental income and recognised in profit or loss for the current period. The variable lease

payments obtained in relation to operating leases that are not included in the lease payments are recognised in

profit or loss in the period in which they actually incurred.Lease modification

The Company accounts for a modification in an operating lease as a new lease from the effective date of the

modification and the amount of lease receipts received in advance or receivable in respect of the lease prior to

the modification is treated as a receipt under the new lease.The Company accounts for a modification in a finance lease as a separate lease when the change occurs and

the following conditions are met: * the modification expands the scope of lease by adding the right to use one

or more of the leased assets; and * the increase in consideration is equivalent to the separate price for the

expanded scope of lease adjusted for that contractual situation.Where a finance lease is modified and not accounted for as a separate lease the Company accounts for the

modified lease in the following circumstances: * If the modification takes effect on the lease commencement

date the lease will be classified as an operating lease the Company will account for it as a new lease from the

effective date of the lease modification and use the net lease investment before the effective date of the lease

modification; * If the modification takes effect on the lease commencement date the lease will be classified

as a finance lease and the Company will conduct accounting treatment in accordance with the Accounting

Standards for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments on

modifying or renegotiating contracts.

(4) Sublease

When the Company is an intermediate lessor the sublease is classified with reference to the right-of-use assets

arising from the head lease. If the head lease is a short-term lease for which the Company adopts a simplified

approach then the Company classifies the sublease as an operating lease.

2022 ANNUAL REPORT 225XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

33. Lease (Continued)

(5) Sale and leaseback

The lessee and the lessor shall assess and determine whether the transfer of assets in a sale and leaseback

transaction is a sale in accordance with the requirements of the Accounting Standard for Business Enterprises

No. 14 – Revenue.Where asset transfer under the sale and leaseback transactions is a sale the lessee shall measure the right-

of-use assets created by the sale and leaseback based on the portion of carrying amount of the original

assets related to right of use obtained upon leaseback and only recognise relevant profit or loss for the right

transferred to the lessor. The lessor shall account for the purchase of assets in accordance with other applicable

ASBEs and account for the lease of assets in accordance with this standard.Where asset transfer under the sale and leaseback transactions is not a sale the lessee shall continue to

recognise the transferred assets while recognising a financial liability equal to the transfer income and account

for such liability according to the Accounting Standard for Business Enterprises No. 22 – Recognition and

Measurement of Financial Instruments; or not to recognise the transferred assets but recognise a financial asset

equal to the transfer income and account for such asset according to the Accounting Standard for Business

Enterprises No. 22 – Recognition and Measurement of Financial Instruments.

34. Production safety expenses

According to relevant provisions the Company makes provisions for production safety expenses based on the

revenue of the power plant in the previous year and the prescribed percentages. The specific provisions are as

follows: * if the revenue of the previous year did not exceed RMB10 million provisions would be made at 3%; *

if the revenue of the previous year exceeded RMB10 million but did not exceed RMB100 million provisions would

be made at 1.5%; * if the revenue of the previous year exceeded RMB100 million but did not exceed RMB1000

million provisions would be made at 1%; * if the revenue of the previous year exceeded RMB1000 million but did

not exceed RMB5000 million provisions would be made at 0.8%; * if the revenue of the previous year exceeded

RMB5000 million but did not exceed RMB10000 million provisions would be made at 0.6%; * if the revenue of the

previous year exceeded RMB10000 million provisions would be made at 0.2%.Provisions for production safety expenses are included in the cost of related products or profit or loss of the current

period and included in “special reserves” correspondingly.When the provisions for production safety expenses and maintenance costs are utilised within the prescribed scope

if such production safety expenses are applied and related to revenue expenditures specific reserve is directly offset.When fixed assets are incurred they are included in the “construction in progress” item and transferred to fixed

assets when the status of the assets is ready for intended use. They are then offset against specific reserve based on

the amount included in fixed assets while corresponding amount is recognised in accumulated depreciation. Such

fixed assets are no longer depreciated in subsequent periods.

226XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

35. Repurchase of shares

Prior to cancellation or transfer of shares repurchased the Company recognises all expenditures arising from share

repurchase as cost of treasury shares in the treasury share account. Considerations and transaction fee incurred from

the repurchase of shares shall lead to the elimination of owners’ equity and does not recognise profit or loss when

shares of the Company are repurchased transferred or cancelled.The difference between the actual amount received and the carrying amount of the treasury shares are recognised as

capital reserve when the treasury shares are transferred if the capital reserve is not sufficient to be offset the excess

amount shall be recognised to offset surplus reserve and retained profit. When the treasury shares are cancelled

the capital shall be eliminated according to the number of shares and par value of cancelled shares the difference

between the actual amount received and the carrying amount of the treasury shares are recognised as capital reserve

if the capital reserve is not sufficient to be offset the excess amount shall be recognised to offset surplus reserve and

retained profit.

36. Restricted shares

If the Company grants the restricted shares to incentive participants under an equity incentive plan the incentive

participants shall subscribe for the shares first. If the unlocking conditions stipulated in the equity incentive plan

cannot be fulfilled subsequently the Company repurchase the shares at the predetermined price. If the registration

and other capital increase procedures for the restricted shares issued to employees are completed in accordance

with relevant regulations the Company recognises share capital and capital reserve (or capital premium) based on

the subscription money received from the employees on the grant date; and recognises treasury shares and other

payables for repurchase obligation.

37. Critical accounting judgments and estimates

The Company gives continuous assessment on among other things the reasonable expectations of future events

and the critical accounting estimates and key assumptions adopted according to its historical experience and other

factors. The critical accounting estimates and key assumptions that are likely to lead to significant adjustment risks of

the carrying amount of assets and liabilities for the next financial year are listed as follows:

Classification of financial assets

Significant judgements involved in determining the classification of financial assets include the analysis of business

models and contractual cash flow characteristics.Factors considered by the Company in determining the business model for a group of financial assets include how the

asset’s performance is evaluated and reported to key management personnel how risks are assessed and managed

and how the relevant management personnel are compensated.When the Company assesses whether the contractual cash flows of the financial assets are consistent with basic

lending arrangements the main judgements are described as below: whether the principal amount may change over

the life of the financial asset (for example if there are repayments of principal); whether the interest includes only

consideration for the time value of money credit risk other basic lending risks and a profit margin and cost. For

example whether the amount repaid in advance reflects only the outstanding principal and interest thereon as well as

reasonable compensation paid for early termination of the contract.

2022 ANNUAL REPORT 227XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

37. Critical accounting judgments and estimates (Continued)

Measurement of the ECLs of accounts receivable

The Company calculates the ECLs of accounts receivable using the exposure to default risk and ECL rate of accounts

receivable and determines the ECL rate based on default probability and default loss rate. When determining the

ECL rate the Company adjusts its historical data by referring to information such as historical credit loss experience

as well as current situation and forward-looking information. When considering the forward-looking information

indicators used by the Company include the risk of economic downturn external market environment technology

environment and changes in customers. The assumptions relating to the ECL calculation are monitored and reviewed

by the Company on a regularly basis.Impairment of goodwill

The Company assesses the impairment of goodwill at least annually which requires estimates on the use value of

asset groups allocated with goodwill. When estimating use value the Company is required to estimate the future cash

flow from such asset groups while selecting the appropriate discount rate to calculate the present value of future cash

flow.Deferred income tax assets

Deferred income tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit

will be available against which the losses can be utilised. Significant management judgement is required to determine

the amount of deferred income tax assets that can be recognised based upon the likely timing and level of future

taxable profits together with future tax planning strategies.Share-based payments

When calculating the liabilities and expenses related to the equity incentive plan the management of the Company is

required to make judgments and estimates on issues such as the turnover rate and vesting conditions. Differences in

the judgments and estimates will have a material effect on the financial statements.

38. Changes in significant accounting policies and accounting estimates

(1) Changes in significant accounting policies

Interpretation No. 15 of the Accounting Standards for Business Enterprises

The Ministry of Finance issued Interpretation No. 15 of the Accounting Standards for Business Enterprises (Cai

Kuai [2021] No. 35) (“Interpretation No. 15”) in December 2021.

228XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

38. Changes in significant accounting policies and accounting estimates (Continued)

(1) Changes in significant accounting policies (Continued)

Interpretation No. 15 of the Accounting Standards for Business Enterprises (Continued)

Interpretation No. 15 stipulates that in case an enterprise conducts external sales of products or by-products

produced before fixed assets reaching their intended use or during the R&D process (collectively “Trial Sales”)

the revenues and costs related to Trial Sales shall be accounted for separately and included in the current

profit and loss in accordance with the Accounting Standards for Business Enterprises No. 14 – Revenue and

the Accounting Standards for Business Enterprises No. 1 – Inventories. The net amount arising from relevant

revenue for Trial Sales offsetting relevant costs for Trial Sales shall not be written off against the cost of the

fixed assets or R&D expenses. Before the relevant products or by-products under Trial Sales are sold externally

those products that meet the requirements of the Accounting Standards for Business Enterprises No. 1 –

Inventories shall be recognised as inventories and those products that meet the recognition criteria for relevant

assets in other relevant accounting standards for business enterprises shall be recognised as those relevant

assets.From 1 January 2022 the Company has implemented the requirement of “Accounting treatment for externalsales of the fixed assets before reaching their intended use or the products or by-products produced during theR&D process of a company” under Interpretation No. 15 and made retrospective adjustment.Interpretation No.15 stipulates that “costs that will inevitably occur in the performance of contractualobligations” in an onerous contract should reflect the minimum net cost of rescinding that contract i.e. the

lower of the cost of performing the contract and the compensation or penalty for failure to perform the contract.The cost for the enterprise to perform the contract comprises the incremental cost of performing the contract

and the apportioned amount of other costs directly related to the performance of the contract. Among them

the incremental cost of performing the contract includes direct labour direct materials etc.; the apportioned

amount of other costs directly related to the performance of the contract includes the apportioned amount of

depreciation expenses of fixed assets used to perform the contract etc.From 1 January 2022 the Company has implemented the requirement of “Determination of onerous contracts”

under Interpretation No.15 retrospectively adjusted the retained earnings as at 1 January 2022 and did not

adjust the comparative financial statements data in the prior period.The adoption of Interpretation No. 15 had no material impact on the financial position and operating results of

the Company.Interpretation No. 16 of the Accounting Standards for Business Enterprises

The Ministry of Finance issued Interpretation No. 16 of the Accounting Standards for Business Enterprises (Cai

Kuai [2022] No. 31) (“Interpretation No. 16”) in November 2022.Interpretation No. 16 stipulates that for financial instruments such as perpetual bonds classified as equity

instruments the enterprise shall recognise the income tax effect related to dividends when recognising dividend

receivables. For distributed profits from transactions or events that previously generated profit or loss the

income tax effect of the dividend shall be included in profit or loss for the period; for distributed profits from

transactions or events that was previously recognised in owner’s equity the income tax effect of the dividend

shall be included in owner’s equity.

2022 ANNUAL REPORT 229XII Financial Report

V. Significant Accounting Policies and Accounting Estimates (Continued)

38. Changes in significant accounting policies and accounting estimates (Continued)

(1) Changes in significant accounting policies (Continued)

Interpretation No. 16 of the Accounting Standards for Business Enterprises (Continued)

If the Company’s recognition of dividend receivable in relation to financial instruments classified as equity

instruments occurs during the year the income tax effect involved shall be accounted for in accordance with the

aforesaid requirements of Interpretation No. 16. If the recognition occurred before 1 January 2022 and relevant

financial instrument has not been derecognised as at 1 January 2022 the income tax effect shall be adjusted

retrospectively.Interpretation No. 16 stipulates that if an enterprise replaces cash-settled share-based payment with equity-

settled share-based payment in accordance with terms and conditions under cash-settled share-based

payment agreement on the date of change equity-settled share-based payment shall be measured at the fair

value as at the date of grant of such equity instrument with services received to be included in capital reserve.Meanwhile recognised liability in relation to cash-settled share-based payment as at the date of change shall

be derecognised with difference thereof to be included in profit or loss for the current period. If the vesting

period is extended or shortened due to the revision the enterprise shall perform the above accounting treatment

according to the revised vesting period (without considering the relevant accounting treatment provisions of

adverse revisions).The Company’s cash-settled share-based payment that occurred during the year was changed to an equity-

settled share-based payment and accounting treatment was performed in accordance with the aforesaid

requirements of Interpretation No. 16. For such transactions that occurred before 1 January 2022 the Company

adjusted the retained earnings and other related financial statement items on 1 January 2022 without adjusting

the information for the comparable period.The adoption of Interpretation No. 16 had no material impact on the financial position and operating results of

the Company.

(2) Changes in significant accounting estimates

The Company did not have any change in significant accounting estimates during the year.

230XII Financial Report

VI. Taxation

1. Main tax types and tax rates

Tax type Tax base Tax rate (%)

Value added tax (VAT) Taxable income 13/9/6

Property tax Rental income and property price 1.2/12

Urban maintenance and construction tax Turnover tax payable 7

Enterprise income tax (EIT) Taxable income 25

Disclosure of taxable entities subject to different EIT tax rates

Name of taxable entity EIT tax rate (%)

Shandong Chenming Paper Holdings Limited 15

Shouguang Meilun Paper Co. Ltd. 15

Jilin Chenming Paper Co. Ltd. 15

Jiangxi Chenming Paper Co. Ltd. 15

Zhanjiang Chenming Pulp & Paper Co. Ltd. 15

Wuhan Chenming Hanyang Paper Holdings Co. Ltd. 15

Huanggang Chenming Pulp & Paper Co. Ltd. 15

Kunshan Tuoan Plastic Products Co. Ltd. 15

Shouguang Wei Yuan Logistics Company Limited 20

Shouguang Chenming Papermaking Machine Co. Ltd. 20

Shouguang Xinyuan Coal Co. Ltd. 20

Shouguang Shun Da Customs Declaration Co Ltd. 20

Zhanjiang Chenming Arboriculture Development Co. Ltd. Exempt from EIT

Nanchang Chenming Arboriculture Development Co. Ltd. Exempt from EIT

Chenming Arboriculture Co. Ltd. Exempt from EIT

Yangjiang Chenming Arboriculture Development Co. Ltd. Exempt from EIT

2. Tax incentives

(1) Enterprise income tax

On 15 December 2021 the Company received a high and new technology enterprise certificate with a

certification number of GR202137005666. Pursuant to the requirements under the Law of the People’s Republic

of China on Enterprise Income Tax and the relevant policies the Company is subject to a corporate income tax

rate of 15% of taxable income and is entitled to the preferential treatment from 2021 to 2023.Shouguang Meilun Paper Co. Ltd. a subsidiary of the Company received a high and new technology

enterprise certificate with a certification number of GR202137005468 on 15 December 2021. Pursuant to the

requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant

policies Shouguang Meilun is subject to an enterprise income tax rate of 15% of taxable income and is entitled

to the preferential treatment from 2021 to 2023.Jilin Chenming Paper Co. Ltd. a subsidiary of the Company received a high and new technology enterprise

certificate with a certification number of GR202222000414 on 29 November 2022. Pursuant to the requirements

under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies Shouguang

Meilun is subject to an enterprise income tax rate of 15% of taxable income and is entitled to the preferential

treatment from 2022 to 2024.

2022 ANNUAL REPORT 231XII Financial Report

VI. Taxation (Continued)

2. Tax incentives (Continued)

(1) Enterprise income tax (Continued)

Jiangxi Chenming Paper Co. Ltd. a subsidiary of the Company received a high and new technology enterprise

certificate with a certification number of GR202236000018 on 4 November 2022. Pursuant to the requirements

under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant policies Shouguang

Meilun is subject to an enterprise income tax rate of 15% of taxable income and is entitled to the preferential

treatment from 2022 to 2024.Zhanjiang Chenming Pulp & Paper Co. Ltd. a subsidiary of the Company received a high and new technology

enterprise certificate with a certification number of GR202144001212 on 20 December 2021. Pursuant to the

requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant

policies Zhanjiang Chenming is subject to an enterprise income tax rate of 15% of taxable income and is

entitled to the preferential treatment from 2021 to 2023.Wuhan Chenming Hanyang Paper Holdings Co. Ltd. a subsidiary of the Company received a high and

new technology enterprise certificate with a certification number of GR202042001502 on 1 December 2020.Pursuant to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and

the relevant policies Wuhan Chenming is subject to an enterprise income tax rate of 15% of taxable income

and is entitled to the preferential treatment from 2020 to 2022.Huanggang Chenming Pulp & Paper Co. Ltd. a subsidiary of the Company received a high and new

technology enterprise certificate with a certification number of GR202042001471 on 1 December 2020. Pursuant

to the requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant

policies Huanggang Chenming is subject to an enterprise income tax rate of 15% of taxable income and is

entitled to the preferential treatment from 2020 to 2022.Kunshan Tuoan Plastic Products Co. Ltd. a subsidiary of the Company received a high and new technology

enterprise certificate with a certification number of GR202032004526 on 2 December 2020. Pursuant to the

requirements under the Law of the People’s Republic of China on Enterprise Income Tax and the relevant

policies Kunshan Tuoan is subject to an enterprise income tax rate of 15% of taxable income and is entitled to

the preferential treatment from 2020 to 2022.Pursuant to the requirements of Rule 27(1) of Law of the People’s Republic of China on Enterprise Income Tax

and Rule 86(1) of regulations for the Implementation of Law of the People’s Republic of China on Enterprise

Income Tax Zhanjiang Chenming Arboriculture Development Co. Ltd. Yangjiang Chenming Arboriculture

Development Co. Ltd. Nanchang Chenming Arboriculture Development Co. Ltd. and Chenming Arboriculture

Co. Ltd. which are the subsidiaries of the Company have completed the filings for EIT reduction for exemption

from EIT.

232XII Financial Report

VI. Taxation (Continued)

2. Tax incentives (Continued)

(1) Enterprise income tax (Continued)

Shouguang Xinyuan Coal Co. Ltd. Shouguang Chenming Papermaking Machine Co. Ltd. Shouguang

Wei Yuan Logistics Company Limited and Shouguang Shun Da Customs Declaration Co Ltd. which are

subsidiaries of the Company are small and micro enterprises. Pursuant to the Announcement of the Ministry of

Finance and the State Administration of Taxation on the Implementation of Preferential Income Tax Policies for

Small and Micro Enterprises and Individual Industrial and Commercial Business (Cai Shui [2021] No. 12) and the

Announcement of the Ministry of Finance and the State Administration of Taxation on Further Implementation

of Preferential Income Tax Policies for Small and Micro Enterprises (Cai Shui [2022] No. 13) the annual taxable

income of a small low-profit enterprise that is less than RMB1 million shall be included in its taxable income at

a reduced rate of 12.5% with the applicable enterprise income tax rate of 20%. The annual taxable income of a

small low-profit enterprise that is more than RMB1 million but not exceeding RMB3 million shall be included in

its taxable income at a reduced rate of 25% with the applicable enterprise income tax rate of 20%.Guangdong Chenming Panels Co. Ltd. a subsidiary of the Company meets the requirements of Rule 99 of

the Regulations for the Implementation of Law of the People’s Republic of China on Enterprise Income Tax

(Decree No. 512 of the State Council of the People’s Republic of China) and the Announcement of the Ministry

of Finance and the State Administration of Taxation on Improvement of the Value-added Tax Policy for the

Comprehensive Utilisation of Resources (Cai Shui [2021] No. 40): For enterprises that derive income from the

products listed in the Catalogue which are in line with related national or industry standards by making use of

the resources listed in the Catalogue as the main raw materials taxable income will be calculated at a reduced

rate of 90% of the total revenue. To be entitled to the above tax benefits the ratio of the resources listed in the

Catalogue and the raw materials used for the product shall be consistent with the required technical standards

stated in the Catalogue.

(2) Value-added Tax (“VAT”)

Pursuant to Rule 10 of the Interim Regulation of the People’s Republic of China on Value Added Tax Zhanjiang

Chenming Arboriculture Development Co. Ltd. Yangjiang Chenming Arboriculture Development Co. Ltd.Nanchang Chenming Arboriculture Development Co. Ltd. and Chenming Arboriculture Co. Ltd. which are

subsidiaries of the Company are exempt from VAT and have completed the filings for VAT reduction for

exemption from VAT.Pursuant to the Announcement of the Ministry of Finance and the State Administration of Taxation on

Improvement of the Value-added Tax Policy for the Comprehensive Utilisation of Resources (Cai Shui [2021] No.

40) taxpayers who sell self-produced products and services applying integrated use of resources may enjoy the

immediate VAT refund policy. Guangdong Chenming Panels Co. Ltd. a subsidiary of the Company produces

products applying integrated use of resources and is therefore subject to the immediate VAT refund policy in

2022.

2022 ANNUAL REPORT 233XII Financial Report

VII. Notes to items of the consolidated financial statements

1. Monetary funds

Unit: RMB

Item Closing balance Opening balance

Treasury cash 3491219.08 2926080.68

Bank deposit 2155968930.43 3166431843.70

Other monetary funds 11840974836.57 10950425015.28

Total 14000434986.08 14119782939.66

Of which: Total deposits in overseas banks 593378097.70 462952909.20

Total restricted amount due to mortgages pledges or freezes 11756140645.56 10756936714.59

Other explanations:

* Other monetary funds of RMB9038936192.70 were the guarantee deposit for the application for bank

acceptance with the banks by the Company;

* Other monetary funds of RMB2164908904.28 were the guarantee deposit for the application for letter of credit

with the banks by the Company;

* Other monetary funds of RMB135702304.71 were the guarantee deposit for the application for guarantees with

the banks by the Company;

* Other monetary funds of RMB298872520.00 were the guarantee deposit for the application for loans with the

banks by the Company;

* Other monetary funds of RMB117550110.51 were the Company’s statutory reserve deposits at the People’s

Bank of China;

* Other monetary funds of RMB170613.36 were locked-up due to reasons such as litigations or being unused for

a long time resulting in restriction on the use of that account’s balance;

* Other monetary funds included accrued interest of RMB84834191.01.

2. Financial assets held for trading

Unit: RMB

Item Closing balance Opening balance

Financial assets measured at fair value through profit or loss 74708444.88 110886182.88

Of which:

Investment in equity instruments 74708444.88 110886182.88

Total 74708444.88 110886182.88

Explanation: Financial assets held for trading were shares of Bohai Bank subscribed by the Company.

234XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

3. Accounts receivable

(1) Disclosure of accounts receivable by category

Unit: RMB

Closing balance Opening balance

Book balance Bad debt provision Carrying Book balance Bad debt provision Carrying

Category Amount Percentage Amount Percentage amount Amount Percentage Amount Percentage amount

Accounts receivable

assessed individually for

bad debt provision 226667597.47 6.13% 226667597.47 100.00 % 224831742.24 7.24% 224831742.24 100.00%

Accounts receivable

assessed collectively for

bad debt provision 3473893247.32 93.87% 261632801.36 7.53 % 3212260445.96 2880986860.24 92.76% 224469709.78 7.79% 2656517150.46

Of which:

Due from related party

customers 8639295.98 0.23% 1775510.01 20.55 % 6863785.97 109385.42 0.004% 109385.42

Due from non-related party

customers 2081296530.28 56.24% 52357160.25 2.52% 2028939370.03 1855021764.82 59.73% 84870622.11 4.58% 1770151142.71

Factoring receivables 1383957421.06 37.40% 207500131.10 14.99% 1176457289.96 1025855710.00 33.03% 139599087.67 13.61% 886256622.33

Total 3700560844.79 100.00 % 488300398.83 13.20% 3212260445.96 3105818602.48 100.00% 449301452.02 14.47% 2656517150.46

2022 ANNUAL REPORT 235XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

3. Accounts receivable (Continued)

(1) Disclosure of accounts receivable by category (Continued)

Items assessed individually for bad debt provision:

Unit: RMB

Closing balance

Bad debts Provision

Name Book balance provision percentage Provision reason

Hengfeng Hongyuan Real Estate

Holdings Co. Ltd. 45493811.40 45493811.40 100.00% Long outstanding

Ningxia Lingwu Baota Dagu

Storage and Transportation

Co. Ltd. 27600000.00 27600000.00 100.00% Long outstanding

Foshan Shunde Xingchen Paper

Co. Ltd. 26236528.70 26236528.70 100.00% Long outstanding

Zhengzhou Hongyang Paper

Products Co. Ltd. 15113432.93 15113432.93 100.00% Long outstanding

Shandong Bisheng Printing

Materials Co. Ltd. 14813369.27 14813369.27 100.00% Long outstanding

Henan Yibang Technology

Trading Co. Ltd. 13396601.22 13396601.22 100.00% Long outstanding

91 companies including

Shandong Yiming New Material

Technology Corp Co. Ltd. 84013853.95 84013853.95 100.00% Long outstanding

Total 226667597.47 226667597.47 100.00%

Items assessed collectively for bad debt provision: Due from related party customers

Unit: RMB

Closing balance

Name Book balance Bad debts provision Provision percentage

Within 1 year 3578801.50 13445.83 0.38%

1 to 2 years 5060494.48 1762064.18 34.82%

Total 8639295.98 1775510.01 20.55 %

236XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

3. Accounts receivable (Continued)

(1) Disclosure of accounts receivable by category (Continued)

Items assessed collectively for bad debt provision: Receivables from non-related party customer

Unit: RMB

Closing balance

Name Book balance Bad debts provision Provision percentage

Within 1 year 2018983850.89 11339235.33 0.56%

1 to 2 years 4167887.95 979453.67 23.50%

2 to 3 years 2316203.17 1036515.87 44.75%

Over 3 years 55828588.27 39001955.38 69.86%

Total 2081296530.28 52357160.25 2.52%

Items assessed collectively for bad debt provision: Factoring receivables

Unit: RMB

Closing balance

Name Book balance Bad debts provision ECL rate

Within 1 year 458101711.06 30899634.33 6.75%

1 to 2 years 720016666.64 104101666.65 14.46%

2 to 3 years 11785852.50 2892926.25 24.55%

Over 3 years 194053190.86 69605903.87 35.87%

Total 1383957421.06 207500131.10 14.99%

2022 ANNUAL REPORT 237XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

3. Accounts receivable (Continued)

(1) Disclosure of accounts receivable by category (Continued)

If the bad debt provision of accounts receivable is made in accordance with the general model of ECLs please

disclose the information about bad debt provision with reference to the way of disclosure of other receivables:

√ Applicable □ Not applicable

Disclosure by ageing

Unit: RMB

Ageing Closing balance Opening balance

Within 1 year (including 1 year) 2555600334.26 2570865124.93

1 to 2 years 729245049.07 128884575.48

2 to 3 years 84102055.67 196893864.00

Over 3 years 331613405.79 209175038.07

Total 3700560844.79 3105818602.48

The basis used by the ageing analysis of the accounts receivable of the Company: the ageing of accounts

receivable is the length of time of the Company’s outstanding accounts receivable based on invoice date. The

closing balance is recognised one by one from the end of the period onwards until the amounts add up to the

balance. It is also broken up by intervals of within 1 year 1-2 years 2-3 years 3-4 years 4-5 years and over 5

years.

(2) Provision recovery or reversal of bad debt provision for the period

Bad debt provision for the period:

Unit: RMB

Changes in the period

Opening Recovery or Closing

Category balance Provision reversal Written-off Others balance

Bad debt provision 449301452.02 90714695.75 51857429.84 225000.00 366680.90 488300398.83

Total 449301452.02 90714695.75 51857429.84 225000.00 366680.90 488300398.83

Explanation: Others represent exchange losses.

238XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

3. Accounts receivable (Continued)

(3) Top five accounts receivable based on closing balance of debtors

The total amount of top five accounts receivable based on closing balance of debtors for the period amounted

to RMB1126114844.49 in total accounting for 30.43% of the total closing balance of accounts receivable.The closing balance of the corresponding bad debt provision amounted to RMB112684936.03 in total.Unit: RMB

As a percentage of

the closing balance of

Closing balance of the total accounts Closing balance of

Name of entity accounts receivable receivable bad debt provision

Customer 1 479821566.65 12.97% 46022645.00

Customer 2 222656666.64 6.02% 24596930.88

Customer 3 198805660.00 5.37% 27024669.68

Customer 4 121908333.33 3.29% 14629000.00

Customer 5 102922617.87 2.78% 411690.47

Total 1126114844.49 30.43% 112684936.03

4. Accounts receivable financing

Unit: RMB

Item Closing balance Opening balance

Bills receivable 924960384.16 435459341.76

Total 924960384.16 435459341.76

Changes (increase or decrease) during the period and change in fair value of accounts receivable financing

□ Applicable √ Not applicable

If the provision for impairment of accounts receivable financing is made in accordance with the general model of

ECLs please disclose the information about provision for impairment with reference to the way of disclosure of other

receivables:

□ Applicable √ Not applicable

2022 ANNUAL REPORT 239XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

5. Prepayments

(1) Presentation of prepayments according to ageing analysis

Unit: RMB

Closing balance Opening balance

Ageing Amount Percentage Amount Percentage

Within 1 year 749904460.45 95.14% 803771958.81 90.16%

1 to 2 years 38287166.37 4.86% 87713119.65 9.84%

Total 788191626.82 100.00% 891485078.46 100.00%

(2) Top five prepayments based on closing balance of prepaid parties

The total amount of top five prepayments based on closing balance of prepaid parties for the period amounted

to RMB350644860.35 accounting for 44.49% of the closing balance of the total prepayments.As a percentage of the

Closing balance closing balance of the

Name of entity of prepayments total prepayments

Customer 1 95016586.53 12.06%

Customer 2 78986431.42 10.02%

Customer 3 71063593.98 9.02%

Customer 4 54496248.42 6.91%

Customer 5 51082000.00 6.48%

Total 350644860.35 44.49%

240XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

6. Other receivables

Unit: RMB

Item Closing balance Opening balance

Other receivables 1717445443.44 2252864083.00

Total 1717445443.44 2252864083.00

1) Other receivables by nature

Unit: RMB

Nature Closing balance Opening balance

Open credit 2108991172.35 2692253554.58

Reserve and borrowings 26270269.00 11980522.29

Guarantee deposit and deposit 12230367.80 5125826.96

Others 52332819.95 80560739.46

Total 2199824629.10 2789920643.29

2022 ANNUAL REPORT 241XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

6. Other receivables (Continued)

2) Particulars of bad debt provision

Closing bad debt provision at phase 1:

Unit: RMB

ECL rate (%)

for the next Bad debt Carrying

Category Book balance 12 months provision amount Reason

Bad debt provision assessed

individually

Interests receivable

Dividend receivable

Bad debt provision assessed

collectively 610966970.79 12.04% 73559281.09 537407689.70

Amount due from government

agencies 18592937.45 92.49% 17196725.50 1396211.95

Amount due from related parties 90340892.53 6.13% 5541541.63 84799350.90

Other receivables 502033140.81 10.12% 50821013.96 451212126.85

Total 610966970.79 12.04% 73559281.09 537407689.70

As at the end of the period the Group did not have interest receivables dividends receivables and other

receivables in phase 2.As at the end of the period closing bad debt provision at phase 3:

Unit: RMB

ECL rate (%)

over the Bad debt Carrying

Category Book balance entire life provision amount Reason

Bad debt provision assessed

individually 1588857658.31 25.73% 408819904.57 1180037753.74

Total 1588857658.31 25.73% 408819904.57 1180037753.74

242XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

6. Other receivables (Continued)

2) Particulars of bad debt provision (Continued)

Changes in book balance with significant changes in loss provision for the year

□ Applicable √ Not applicable

Disclosure by ageing

Unit: RMB

Ageing Closing balance Opening balance

Within 1 year (including 1 year) 617314987.00 797531460.41

1 to 2 years 257038289.93 1344225352.93

2 to 3 years 702427199.71 484647394.76

Over 3 years 623044152.46 163516435.19

Total 2199824629.10 2789920643.29

3) Provision recovery or reversal of bad debt provision for the period

Bad debt provision for the period:

Unit: RMB

Changes in the period

Recovery or

Category Opening balance Provision reversal Written-off Others Closing balance

Bad debt provision 537056560.29 59369839.74 114047214.37 482379185.66

Total 537056560.29 59369839.74 114047214.37 482379185.66

2022 ANNUAL REPORT 243XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

6. Other receivables (Continued)

4) Top five other receivables according to closing balance of debtors

The total amount of the Company’s top five other receivables based on closing balance of debtors for the year

was RMB1409037406.04 which accounted for 64.05% of the closing balance of the total other receivables.The closing balance of corresponding bad debt provision amounted to RMB283949858.78.Unit: RMB

As a

percentage of

the closing

balance of Closing balance

total other of bad debt

Name of entity Nature Closing balance Ageing receivables provision

Customer 1 Consideration for equity 493800000.00 2 to 3 years 22.45% 54318000.00

transfer

Customer 2 Consideration for equity 457402316.85 3 to 4 years 20.79% 137220695.06

transfer

Customer 3 Consideration for equity 199054783.56 2 to 3 years 9.05% 21896026.19

transfer

Customer 4 Consideration for equity 143940305.63 Within 1 year; 6.54% 64773137.53

transfer 1 to 2 years

Customer 5 Consideration for equity 114840000.00 Within 1 year 5.22% 5742000.00

transfer

Total 1409037406.04 64.05% 283949858.78

244XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

7. Inventories

Whether the Company needs to comply with the disclosure requirements for real estate industries

No

(1) Categories of inventories

Unit: RMB

Closing balance Opening balance

Impairment Impairment

provision for provision for

inventories or inventories or

Item Book balance performance costs Carrying amount Book balance performance costs Carrying amount

Raw materials 2488652200.15 18096641.64 2470555558.51 1734387984.21 24660967.32 1709727016.89

Work-in-process products 111248779.69 111248779.69 148489098.95 148489098.95

Goods in stock 1622062893.55 16737849.96 1605325043.59 1910051642.16 4941686.65 1905109955.51

Developing costs 1138178959.32 1138178959.32

Consumable biological assets 1496607818.84 1496607818.84 1519305850.77 1519305850.77

Total 6856750651.55 34834491.60 6821916159.95 5312234576.09 29602653.97 5282631922.12

Note: Consumable biological assets are forestry assets.

(2) Impairment provision for inventories or performance costs

Unit: RMB

Increase during the period Decrease during the period

Reversal or Closing

Item Opening balance Provision Others transfer Others balance

Raw materials 24660967.32 922116.24 7486441.92 18096641.64

Goods in stock 4941686.65 16737849.96 4941686.65 16737849.96

Total 29602653.97 17659966.20 12428128.57 34834491.60

Basis for recognition of net Reason for reversal or written-off of

realisable value/residual consideration impairment provision for inventories/

Item with future cost performance costs during the period

Raw materials The cost of raw materials is higher Written-off of impairment provision

than their net realisable value for inventories due to sales of impaired

spare parts during the period

Goods in stock The cost of goods in stock is higher Written-off of impairment provision for

than their net realisable value inventories due to sales of impaired goods

in stock during the period

2022 ANNUAL REPORT 245XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

8. Non-current assets due within one year

Unit: RMB

Item Closing balance Opening balance

Long-term receivables due within one year 3998724415.85 5216934172.61

Total 3998724415.85 5216934172.61

Explanations:

* Long-term receivables due within one year amounting to RMB3920915510.01 (amount for the beginning of the period:

RMB5188103553.61) were financial lease receivables;

* Long-term receivables due within one year amounting to RMB77808905.84 (amount for the beginning of the period:

RMB28830619.00) were deposits receivable.

9. Other current assets

Unit: RMB

Item Closing balance Opening balance

Input tax amount to be deducted 141038575.79 807004437.68

Prepaid tax 92806690.76 132297740.90

Receivables under financial lease due within one year 340546803.50 388156667.35

Factoring receivables due within one year 298446276.63 303281361.74

Prepaid expenses 241313507.50 195453994.69

Other payments 66655947.44 77735290.49

Total 1180807801.62 1903929492.85

246XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

10. Long-term receivables

(1) Particulars of long-term receivables

Unit: RMB

Closing balance Opening balance

Bad debt Carrying Bad debt Carrying Discount

Item Book balance provision amount Book balance provision amount rate range

Finance lease payments 6739718184.27 1302116713.90 5437601470.37 8344107765.88 1211551549.72 7132556216.16 4%-12%

Less: Unrealised

financing income 271455622.37 271455622.37 366945292.53 366945292.53

Equipment lease

financing 351446696.64 351446696.64 272996696.64 272996696.64

Less: Unrealised

financing income 32060345.32 32060345.32 32913472.31 32913472.31

Subtotal 6787648913.22 1302116713.90 5485532199.32 8217245697.68 1211551549.72 7005694147.96

Less: Long-term

receivables due within

one year 5075152713.36 1076428297.51 3998724415.85 6244230790.74 1027296618.13 5216934172.61

Total 1712496199.86 225688416.39 1486807783.47 1973014906.94 184254931.59 1788759975.35

Particulars of bad debt provision impairment

Unit: RMB

Closing balance Opening balance

Book balance Bad debts provision Book balance Bad debts provision

ECL Carrying ECL rate Carrying

Category Amount Percentage Amount rate (%) amount Amount Percentage Amount (%) amount

Accounts receivable

assessed individually

for impairment 1147177668.74 66.99% 222451005.54 19.39% 924726663.20 1716394801.61 86.99% 183801256.59 10.71% 1532593545.02

Of which:

Financial lease

payments 1147177668.74 66.99% 222451005.54 19.39% 924726663.20 1716394801.61 86.99% 183801256.59 10.71% 1532593545.02

Accounts receivable

assessed collectively

for impairment 565318531.12 33.01% 3237410.85 0.57% 562081120.27 256620105.33 13.01% 453675.00 0.18% 256166430.33

Of which:

Receivables not past

due 323741085.64 18.90% 3237410.85 1.00% 320503674.79 45367500.00 2.30% 453675.00 1.00% 44913825.00

Deposits receivable 241577445.48 14.11% 241577445.48 211252605.33 10.71% 211252605.33

Total 1712496199.86 100.00% 225688416.39 13.18% 1486807783.47 1973014906.94 100.00% 184254931.59 9.34% 1788759975.35

2022 ANNUAL REPORT 247XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

10. Long-term receivables (Continued)

(1) Particulars of long-term receivables (Continued)

Accounts receivable assessed collectively for bad debt provision:

Collectively assessed item: receivables not past due

Closing balance

Book balance Bad debt provision ECL rate (%)

Within 1 year

1 to 2 years 183235530.08 1832355.30 1.00%

2 to 3 years 140505555.56 1405055.55 1.00%

Total 323741085.64 3237410.85 1.00%

Collectively assessed item: Deposits receivable

Closing balance

Book balance Bad debt provision ECL rate (%)

Within 1 year

1 to 2 years 108284310.81

2 to 3 years 113937377.76

Over 3 years 19355756.91

Total 241577445.48

Changes in book balance with significant changes in loss provision for the year

□ Applicable √ Not applicable

(2) Provision recovery or reversal of bad debt provision for the period

Provision of bad debt provision for the period:

Unit: RMB

Changes in the period

Opening Recovery or Closing

Category balance Provision reversal Write-off Others balance

Bad debt provision 184254931.59 239636712.56 180258987.57 17944240.19 225688416.39

Total 184254931.59 239636712.56 180258987.57 17944240.19 225688416.39

248XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

11. Long-term equity investments

Unit: RMB

Change for the period

Investment Distribution

Opening gain or loss Adjustment Other of cash Closing Closing

balance recognised of other change in dividend balance balance of

(carrying Additional Withdrawn under equity comprehensive equity or profit Impairment (carrying impairment

Investee amount) contribution contribution method income interest declared provision Others amount) provision

I. Joint ventures

Shouguang Chenming Huisen

New-style Construction

Materials Co. Ltd. 6902869.87 1989789.55 1000000.00 7892659.42

Weifang Sime Darby West Port

Co. Ltd. 77370998.75 -2522428.02 74848570.73

Shouguang Meite

Environmental Technology

Co. Ltd. 14616124.71 -5694280.83 8921843.88

Shouguang Jintou Industrial

Investment Partnership

(Limited Partnership) 2360000000.00 -1338.33 2359998661.67

Weifang Xingxing United

Chemical Co. Ltd. 84623787.74 7250597.38 91874385.12

Subtotal 183513781.07 2360000000.00 1022339.75 1000000.00 2543536120.82

II. Associates

Zhuhai Dechen New Third

Board Equity Investment

Fund Company (Limited

Partnership) 36967896.31 -191185.40 36776710.91

Ningbo Kaichen Huamei

Equity Investment Fund

Partnership (Limited

Partnership) 197297485.59 -79166.82 197218318.77

Jiangxi Chenming Port Co.Ltd. 554582.45 554582.45

Goldtrust Futures Co. Ltd. 185452462.50 -7063279.67 178389182.83

Chenming (Qingdao) Asset

Management Co. Ltd. 6933668.14 488367.55 940000.00 6482035.69

Guangdong Nanyue Bank Co.Ltd. 1284074888.13 29939682.54 596429.87 1314611000.54

Subtotal 1711280983.12 554582.45 23094418.20 596429.87 940000.00 1733477248.74

Total 1894794764.19 2360000000.00 554582.45 24116757.95 596429.87 – 1940000.00 4277013369.56

Other explanation: For the reason for the change of the opening balance of Guangdong Nanyue Bank Co. Ltd. please refer to Note VII. 40 and

46.

2022 ANNUAL REPORT 249XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

12. Other non-current financial assets

Unit: RMB

Item Closing balance Opening balance

Investment in debt instruments 663000000.00 400000000.00

Investment in equity instruments 123750761.62 119927003.25

Total 786750761.62 519927003.25

250XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

13. Investment property

(1) Investment property under the cost method

√ Applicable □ Not applicable

Unit: RMB

Housing and Construction

Item building structure Land use rights in progress Total

I. Original carrying amount

1. Opening balance 7196809856.62 7196809856.62

2. Increase during the period

3. Decrease during the period 36595287.79 36595287.79

(1) Disposal 36595287.79 36595287.79

4. Closing balance 7160214568.83 7160214568.83

II. Accumulated depreciation and

accumulated amortisation

1. Opening balance 723271424.71 723271424.71

2. Increase during the period 196967552.86 196967552.86

(1) Provision or amortisation 196967552.86 196967552.86

3. Decrease during the period 16747521.89 16747521.89

(1) Disposal 16747521.89 16747521.89

4. Closing balance 903491455.68 903491455.68

III. Impairment provision

IV. Carrying amount

1. Closing carrying amount 6256723113.15 6256723113.15

2. Opening carrying amount 6473538431.91 6473538431.91

2022 ANNUAL REPORT 251XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

13. Investment property (Continued)

(1) Investment property under the cost method (Continued)

Note: Investment properties under the Company primarily include:

* Pujiang International Finance Plaze located at No. 1098 Dongdaming Road Hongkou District Shanghai is a long-term

held office property of Shanghai Hongtai Real Estate Co. Ltd. a subsidiary of the Company mainly used for external

rental or office purposes;

* Jinan Chenming Finance Building (濟南晨鳴金融大廈) located in No. 7 Zone Hanyu Financial Business Center No. 7000

Jingshi Road Jinan Innovation Zone is a long-term held office property of Shandong Chenming Investment Limited a

subsidiary of the Company mainly used for external rental or office purposes;

* Fatum Apartment (法朶公寓) located at No. 463 Anbo Road No. 22 Lane 467 Anbo Road Yangpu District Shanghai

is a long-term held apartment property of Shanghai Herui Investment Co. Ltd. a subsidiary of the Company mainly used

for external rental purposes;

* Guangzhou Zhengjia Plaza (廣州正佳廣場) located at Room 3901-3926 No. 372 Huanshi East Road Yuexiu District

Guangzhou is a long-term held office property of Guangzhou Chenming Financial Leasing Co. Ltd. a subsidiary of the

Company mainly used for external rental purposes;

* Shenzhen Zhuoyue Baozhong Times Square (深圳卓越寶中時代廣場) located at Room 3201-3210 Building C Zhuoyue

Baozhong Times Square (Phase 2) Xin’an Sub-district Bao’an District Shenzhen is a long-term held office property of

Guangzhou Chenming Financial Leasing Co. Ltd. a subsidiary of the Company mainly used for external rental purposes.* Shanghai Xizang South Road shop located at No. 518-528 Xizang South Road Shanghai is a long-term store held by

Wuhan Junheng Property Management Co. Ltd. a subsidiary mainly for external rental purposes.

14. Fixed assets

Unit: RMB

Item Closing balance Opening balance

Fixed assets 33527978754.73 35653492676.15

Disposal of fixed assets 269759940.57

Total 33797738695.30 35653492676.15

252XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

14. Fixed assets (Continued)

(1) Particulars of fixed assets

Unit: RMB

Electronic

Housing and Machinery and equipment and

Item building structure equipment Vehicles others Total

I. Original carrying amount:

1. Opening balance 10673297551.11 43798170683.63 296201440.65 457044021.47 55224713696.86

2. Increase during the period 108552460.21 641571341.54 9576094.44 4362101.96 764061998.15

(1) Acquisition 25384908.65 115296460.56 9366494.44 4319542.49 154367406.14

(2) Transferred from

construction in progress 83167551.56 526274880.98 609442432.54

(3) Not arising from business

combinations 209600.00 42559.47 252159.47

3. Decrease during the period 495040886.43 1333560015.57 16975869.77 60940651.68 1906517423.45

(1) Disposal or retirement 495040886.43 442810515.10 16975869.77 60940651.68 1015767922.98

(2) Transferred to construction

in progress 890749500.47 890749500.47

4. Closing balance 10286809124.89 43106182009.60 288801665.32 400465471.75 54082258271.56

II. Accumulated amortisation

1. Opening balance 2302130749.09 16572843548.56 190913517.71 300377759.61 19366265574.97

2. Increase during the period 272469044.65 1750539361.40 23612986.05 11990544.47 2058611936.57

(1) Provision 272469044.65 1750539361.40 23570236.08 11959197.36 2058537839.49

(2) Business combinations 42749.97 31347.11 74097.08

3. Decrease during the period 244847454.17 762222715.98 14052395.99 53518891.88 1074641458.02

(1) Disposal or retirement 244847454.17 335197976.64 14052395.99 53518891.88 647616718.68

(2) Transferred to construction

in progress 427024739.34 427024739.34

4. Closing balance 2329752339.57 17561160193.98 200474107.77 258849412.20 20350236053.52

III. Provision for impairment

1. Opening balance 27808852.79 169697469.90 13889.13 7435233.92 204955445.74

2. Increase during the period

(1) Provision

(2) Other increases

3. Decrease during the period 911982.43 911982.43

(1) Disposal or retirement 911982.43 911982.43

(3) Other deductions

4. Closing balance 27808852.79 168785487.47 13889.13 7435233.92 204043463.31

IV. Carrying amount

1. Closing carrying amount 7929247932.53 25376236328.15 88313668.42 134180825.63 33527978754.73

2. Opening carrying amount 8343357949.23 27055629665.17 105274033.81 149231027.94 35653492676.15

2022 ANNUAL REPORT 253XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

14. Fixed assets (Continued)

(2) Particulars of temporarily idle fixed assets

Unit: RMB

Original Accumulated Provision for Carrying

Item carrying amount depreciation impairment amount Remark

Housing and building

structure 72585434.37 23605530.66 3093008.64 45886895.07

Machinery and

equipment 894040081.30 541801642.98 148006512.04 204231926.28

Electronic equipment 478399.18 429965.75 7187.27 41246.16

Total 967103914.85 565837139.39 151106707.95 250160067.51

(3) Particulars of fixed assets without obtaining property right certificates

Unit: RMB

Reason for not yet

obtaining property

Item Carrying amount right certificates

Housing and building structure

(Zhanjiang Chenming Pulp & Paper Co. Ltd.) 1016649687.58 Under application

Housing and building structure

(Huanggang Chenming Pulp & Paper Co. Ltd.) 604754973.18 Under application

Housing and building structure

(Shouguang Meilun Paper Co. Ltd.) 538467123.04 Under application

Housing and building structure

(Jilin Chenming Paper Co. Ltd.) 374746177.49 Under application

Housing and building structure

(Jiangxi Chenming Paper Co. Ltd.) 199871987.70 Under application

Housing and building structure

(Shandong Chenming Paper Holdings Limited) 106804376.97 Under application

254XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

14. Fixed assets (Continued)

(4) Disposal of fixed assets

Unit: RMB

Item Closing balance Opening balance

Machinery equipment electronic and other equipment in

production workshop of Wuhan Chenming 3457743.88

Housing and office equipment of Wuhan Chenming

management integrated office 168170645.13

Generator machinery equipment of Qianneng Electric

Power factory area 59225154.99

Boiler room and other structures of Qianneng Electric

Power factory area 38801269.05

Transportation and others of Qianneng Electric Power

factory area 105127.52

Total 269759940.57

15. Construction in progress

Unit: RMB

Item Closing balance Opening balance

Construction in progress 551020785.44 189818292.48

Materials for project 7846094.92 7931233.57

Total 558866880.36 197749526.05

2022 ANNUAL REPORT 255XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

15. Construction in progress (Continued)

(1) Particulars of construction in progress

Unit: RMB

Closing balance Opening balance

Impairment Carrying Impairment Carrying

Item Book balance provision amount Book balance provision amount

Relocation of Wuhan 4800 papermaking

machine project (Zhanjiang) 303942703.51 303942703.51

Technological transformation project 121193391.56 121193391.56 47469755.74 47469755.74

Integrated forestry pulp and paper

project (Huanggang Pulp & Paper) 45538442.78 45538442.78 16687683.29 16687683.29

Fly ash cement ceramsite production

project (Shandong Chenming) 54246139.19 54246139.19

Relocation of Wuhan household paper

project (Phase II) (Meilun) 28705483.25 28705483.25

Original OCC technological

transformation (Meilun) 3064340.30 3064340.30

Others 101484919.35 21138671.76 80346247.59 60783562.47 21138671.76 39644890.71

Total 572159457.20 21138671.76 551020785.44 210956964.24 21138671.76 189818292.48

256XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

15. Construction in progress (Continued)

(2) Changes in material construction in progress projects for the period

Unit: RMB

Of which:

Capitalised Capitalisation

Transfer Other interest rate of the

Increase to fixed deductions Accumulated Accumulated amount interest

Opening during asset during during Closing investment Construction capitalised during amount for Source

Project name Budget balance the period the period the period balance to budget in progress interest the period the period of fund

Relocation of Wuhan 4800

papermaking machine Self-owned

project (Zhanjiang) 800000000.00 303942703.51 303942703.51 37.99% 37.99% funds

Integrated forestry pulp and

paper project (Huanggang Self-owned

Pulp & Paper) 320000000.00 16687683.29 28850759.49 45538442.78 28.10% 25.00% funds

Fly ash cement ceramsite

production project Self-owned

(Shandong Chenming) 57000000.00 54246139.19 54246139.19 95.17% 100.00% funds

Relocation of Wuhan

household paper project Self-owned

(Phase II) (Meilun) 270000000.00 28705483.25 240716977.99 269422461.24 99.79% 100.00% funds

Original OCC technological Self-owned

transformation (Meilun) 110000000.00 3064340.30 111649106.79 114713447.09 104.28% 100.00% funds

Total 1557000000.00 102703646.03 685159547.78 438382047.52 349481146.29

(3) Materials for project

Unit: RMB

Closing balance Opening balance

Impairment Carrying Impairment Carrying

Project name Book balance provision amount Book balance provision amount

Special materials 7846094.92 7846094.92 7931233.57 7931233.57

Total 7846094.92 7846094.92 7931233.57 7931233.57

2022 ANNUAL REPORT 257XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

16. Bearer biological assets

Unit: RMB

Item Tea trees Total

I. Original carrying amount:

1. Opening balance

2. Increase during the period 13697336.80 13697336.80

(1) Purchase 13697336.80 13697336.80

3. Decrease during the period

4. Closing balance 13697336.80 13697336.80

II. Accumulated amortisation

1. Opening balance

2. Increase during the period

3. Decrease during the period

4. Closing balance

III. Impairment provision

1. Opening balance

2. Increase during the period

3. Decrease during the period

4. Closing balance

IV. Carrying amount

1. Closing carrying amount 13697336.80 13697336.80

2. Opening carrying amount

258XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

17. Right-of-use assets

Unit: RMB

Housing and

Item Land use rights building structure Total

I. Original carrying amount:

1. Opening balance 218097859.06 5571378.54 223669237.60

2. Increase during the period

3. Decrease during the period 12277636.65 24770.64 12302407.29

(1) Transfer or held for sale 12029930.24 12029930.24

(2) Other decreases 247706.41 24770.64 272477.05

4. Closing balance 205820222.41 5546607.90 211366830.31

II. Accumulated amortisation

1. Opening balance 25467932.29 772128.87 26240061.16

2. Increase during the period 7459891.32 277392.88 7737284.20

(1) Provision 7459891.32 277392.88 7737284.20

3. Decrease during the period 4225214.30 4225214.30

(1) Transfer or held for sale 4225214.30 4225214.30

4. Closing balance 28702609.31 1049521.75 29752131.06

III. Impairment provision

1. Opening balance

2. Increase during the period

3. Decrease during the period

4. Closing balance

IV. Carrying amount

1. Closing carrying amount 177117613.10 4497086.15 181614699.25

2. Opening carrying amount 192629926.77 4799249.67 197429176.44

Explanation: The reason for other deductions for the period is that the original recognised amount was tax-included and as the invoices for

leasing have been received the input tax amount offset the original carrying amount of the right-of-use assets.

2022 ANNUAL REPORT 259XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

18. Intangible assets

(1) Particulars of intangible assets

Unit: RMB

Certificates of

Item Land use rights Software Patents third party right Total

I. Original carrying

amount:

1. Opening balance 2040126983.35 21946825.64 27358613.05 15908674.87 2105341096.91

2. Increase during

the period 307340370.39 107606.09 135000.00 307582976.48

(1) Purchase 307340370.39 107606.09 135000.00 307582976.48

3. Decrease during

the period 30181176.17 30181176.17

(1) Disposal 30181176.17 30181176.17

4. Closing balance 2317286177.57 22054431.73 27493613.05 15908674.87 2382742897.22

II. Accumulated

amortisation

1. Opening balance 474004742.76 21814590.97 940153.77 15908674.87 512668162.37

2. Increase during

the period 54343146.07 239840.76 115991.67 54698978.50

(1) Provision 54343146.07 239840.76 115991.67 54698978.50

(2) Other increases

3. Decrease during

the period 15963074.57 15963074.57

(1) Disposal 15963074.57 15963074.57

4. Closing balance 512384814.26 22054431.73 1056145.44 15908674.87 551404066.30

III. Impairment provision

1. Opening balance

2. Increase during

the period

3. Decrease during

the period

4. Closing balance

IV. Carrying amount

1. Closing carrying

amount 1804901363.31 26437467.61 1831338830.92

2. Opening carrying

amount 1566122240.59 132234.67 26418459.28 1592672934.54

Explanation:

* For details of restricted ownership please refer to note VII. 65.* Certificates of third party right refer to enterprise emission rights.

260XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

19. Goodwill

(1) Original carrying amount of goodwill

Unit: RMB

Decrease

Increase during during

the period the period

Arising from

Name of investee or event Opening business Closing

generating goodwill balance combinations Disposal balance

Jilin Chenming Paper Co. Ltd. 14314160.60 14314160.60

Kunshan Tuoan Plastic Products Co. Ltd. 26946905.38 26946905.38

Total 41261065.98 41261065.98

(2) Provision for impairment of goodwill

Unit: RMB

Decrease

Increase during during

the period the period

Arising from

Name of investee or event Opening business Closing

generating goodwill balance combinations Disposal balance

Jilin Chenming Paper Co. Ltd. 14314160.60 14314160.60

Total 14314160.60 14314160.60

Explanation:

The Company assessed the recoverable amount of goodwill and determined that the goodwill related to the Company’s plastic

business was not impaired. With the category of the principal activities as the basis for determining the reporting segments the

Company regarded Kunshan Tuoan Plastic Products Co. Ltd. as an asset group. The recoverable amount was determined based on

the present value of the estimated future cash flows. Future cash flows were determined based on the financial budget for 2023 to 2027

as approved by the management and adopted 7.28% as the discount rate which was the interest rate of the 5-year bonds issued by

the Company in 2018. The cash flows for more than 5 years are calculated based on the growth rate of 5%. Other key assumptions

used in estimating future cash flows included the estimated sales and gross profit based on the performance of such asset group in

the past and the expectation to market development by the management. The management believed that any reasonable change in

the above assumptions will not result in the total book value of the asset group Kunshan Tuoan Plastic Products Co. Ltd. exceeding its

recoverable amount.

2022 ANNUAL REPORT 261XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

20. Long-term prepaid expenses

Unit: RMB

Increase during Amortisation

Item Opening balance the period during the period Other deductions Closing balance

Woodland expenses 8387048.73 1153220.98 7233827.75

Others 40754724.41 3525700.71 37229023.70

Total 49141773.14 4678921.69 44462851.45

21. Deferred income tax assets/deferred income tax liabilities

(1) Deferred income tax assets before offsetting

Unit: RMB

Closing balance Opening balance

Deductible Deferred Deductible Deferred

temporary income tax temporary income tax

Item difference assets difference assets

Provision for impairment of assets 2344419524.10 549431097.40 2323311804.03 544452793.22

Unrealised profit arising from

intra-group transactions 47231691.32 11807922.83 110621031.60 27655257.90

Outstanding payables 169723942.88 26380462.69 646596211.53 97758308.63

Deferred income 193822821.65 29673699.36 202273476.76 30341021.50

Deductible loss 4578592243.20 716030918.97 2508683883.40 409890367.80

Debt reconstructing 30831.05 7707.76 18734830.91 4683707.73

Special reserves 15791710.95 2368756.59

Subtotal 7349612765.15 1335700565.60 5810221238.23 1114781456.78

(2) Deferred income tax liabilities before offsetting

Unit: RMB

Closing balance Opening balance

Taxable Deferred Taxable Deferred

temporary income tax temporary income tax

Item differences liabilities differences liabilities

Asset valuation increment from business

combinations involving entities not

under common control 19104051.04 4776012.76 22697097.44 5674274.36

Debt reconstructing 13621006.12 3405251.53 30145021.52 7536255.38

Subtotal 32725057.16 8181264.29 52842118.96 13210529.74

262XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

21. Deferred income tax assets/deferred income tax liabilities (Continued)

(3) The breakdown of unrecognised deferred income tax assets

Unit: RMB

Item Closing balance Opening balance

Deductible temporary difference 10365962.12 1671856.52

Deductible loss 808569643.83 871738259.31

Total 818935605.95 873410115.83

(4) Expiry of deductible loss of unrecognised deferred income tax assets falls in the periods as follows

Unit: RMB

Year Closing balance Opening balance Remark

2022—172477313.31

2023189187446.57193244812.35

2024178453991.84177526329.96

2025251671920.26234127550.55

2026119959990.0494362253.14

202769296295.12—

Total 808569643.83 871738259.31

22. Other non-current assets

Unit: RMB

Closing balance Opening balance

Impairment Carrying Impairment Carrying

Item Book balance provision amount Book balance provision amount

Payments for certificates of third party right 2612250.68 2612250.68

Payments for engineering and equipment 981293657.32 981293657.32 64364443.42 64364443.42

Land transfer fees 298072250.68 298072250.68

Consideration for acquisition of companies 127500000.00 127500000.00

Total 983905908.00 983905908.00 489936694.10 489936694.10

2022 ANNUAL REPORT 263XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

23. Short-term borrowings

(1) Classification of short-term borrowings

Unit: RMB

Item Closing balance Opening balance

Discounted borrowings 16207640000.00 16194790000.00

Guaranteed borrowings 9757184167.65 7734756765.41

Credit borrowings 9613884197.48 8847850884.15

Pledged borrowings 741339929.89 675627536.66

Mortgage borrowings 65000000.00 70000000.00

Total 36385048295.02 33523025186.22

Explanation of the classification of short-term borrowings:

* For classification and amount of mortgage borrowings and mortgage assets please see 1. Monetary funds and 65. Assets with

restricted ownerships or right to use in Note VII.* For classification and amount of mortgage borrowings and mortgage assets please see 1. Monetary funds and 65. Assets with

restricted ownerships or right to use in Note VII.* Overdue outstanding short-term borrowings: total outstanding short-term borrowings overdue as at the end of the period

amounted to RMB0.00.* Short-term borrowings included accrued interest of RMB32723667.40.

24. Bills payable

Unit: RMB

Item Closing balance Opening balance

Bank acceptance bills 1922361633.83 1690589691.19

Commercial acceptance bills 1206234201.21 1398922636.21

Total 3128595835.04 3089512327.40

Total outstanding bills payable due as at the end of the period amounted to RMB0.00.

264XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

25. Accounts payable

(1) Particulars of accounts payable

Unit: RMB

Item Closing balance Opening balance

Payment for goods 3619549023.04 3074700464.48

Payment for engineering 146144102.25 307195168.83

Payment for equipment 100493461.51 249371719.69

Others 248780180.96 239863992.34

Total 4114966767.76 3871131345.34

(2) Disclosure by ageing

Unit: RMB

Ageing Closing balance Opening balance

Within 1 year (including 1 year) 3746315716.20 3282236529.52

1 to 2 years 98287651.12 229465372.73

2 to 3 years 52080919.33 164915158.41

Over 3 years 218282481.11 194514284.68

Total 4114966767.76 3871131345.34

The basis used by the ageing analysis of the accounts payable of the Company: the ageing of accounts payable

is the length of time of the Company’s outstanding accounts payable based on invoice date. The closing

balance is recognised one by one from the end of the period onwards until the amounts add up to the balance.It is also broken up by intervals of within 1 year 1-2 years 2-3 years 3-4 years 4-5 years and over 5 years.

(3) Significant accounts payable aged over 1 year

Unit: RMB

Item Closing balance Reasons

WEIFANG XINGXING UNITED CHEMICAL CO. LTD. 26905494.34 Not due for payment

OMYA HAIMING (NANCHANG) CHEMICAL CO. LTD. 16000000.00 Not due for payment

ZHEJIANG JNDIA PIPELINE INDUSTRY CO. LTD. 11477155.91 Not due for payment

VOITH GERMANY 5307499.40 Not due for payment

CSSC 704TH RESEARCH INSTITUTE 4867627.54 Not due for payment

Total 64557777.19

2022 ANNUAL REPORT 265XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

26. Receipts in advance

(1) Particulars of receipts in advance

Unit: RMB

Item Closing balance Opening balance

Prepaid property rents 14261436.67 38274028.20

Total 14261436.67 38274028.20

27. Contract liabilities

Unit: RMB

Item Closing balance Opening balance

Payment for goods in advance 1306029389.80 1382289597.54

Total 1306029389.80 1382289597.54

28. Staff remuneration payables

(1) Particulars of staff remuneration payables

Unit: RMB

Opening Increase during Decrease during Closing

Item balance the period the period balance

I. Short-term remuneration 169854249.70 1154738836.43 1225239542.72 99353543.41

II. Retirement benefit plan-defined

contribution scheme 44758.31 214495684.26 168968098.98 45572343.59

III. Termination benefits 26403423.69 26403423.69

Total 169899008.01 1395637944.38 1420611065.39 144925887.00

266XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

28. Staff remuneration payables (Continued)

(2) Particulars of short-term remuneration

Unit: RMB

Opening Increase during Decrease during Closing

Item balance the period the period balance

1. Salaries bonuses allowance and

subsidies 160186039.82 923106793.77 998917968.82 84374864.77

2. Staff welfare 50934315.92 50934315.92

3. Social insurance premium 346948.68 97568137.62 93842395.80 4072690.50

Of which: Medical insurance

premium 344352.16 86730174.85 86404928.46 669598.55

Work-related injury

insurance premium 98.44 6797772.73 4283667.71 2514203.46

Maternity insurance

premium 2498.08 4040190.04 3153799.63 888888.49

4. Housing provident funds 5094807.67 56134004.61 53727874.48 7500937.80

5. Union funds and workers’

education 1488335.51 14216192.07 15241510.11 463017.47

6. Other short-term remuneration 2738118.02 12779392.44 12575477.59 2942032.87

Total 169854249.70 1154738836.43 1225239542.72 99353543.41

(3) Defined contribution

Unit: RMB

Opening Increase during Decrease during Closing

Item balance the period the period balance

1. Basic pension insurance premiums 43609.94 203857697.22 160286177.74 43615129.42

2. Unemployment insurance

premiums 1148.37 10637987.04 8681921.24 1957214.17

Total 44758.31 214495684.26 168968098.98 45572343.59

2022 ANNUAL REPORT 267XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

29. Tax payables

Unit: RMB

Item Closing balance Opening balance

Value added tax 128305607.36 125522336.03

Enterprise income tax 51538384.55 89597918.41

Property tax 34531806.76 13083934.41

Stamp duty 12987679.08 3456472.38

Land use tax 10659878.19 9240921.98

Urban maintenance and construction tax 5069014.46 3748576.77

Educational surcharges and others 3955412.99 2931140.78

Individual income tax 4765040.27 61378163.24

Environmental Protection Tax 3674817.23 3959856.45

Resource tax 3500000.00 4500000.00

Land appreciation tax 2024028.20 4076160.22

Total 261011669.09 321495480.67

30. Other payables

Unit: RMB

Item Closing balance Opening balance

Other payables 1854507978.66 1482575808.13

Interest payable 15895930.51 55437777.80

Total 1870403909.17 1538013585.93

(1) Interest payable

Unit: RMB

Item Closing balance Opening balance

Interest on corporate bonds 15895930.51 21132222.24

Interest on medium-term notes 34305555.56

Total 15895930.51 55437777.80

268XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

30. Other payables (Continued)

(2) Other payables

1) Other payables by nature

Unit: RMB

Item Closing balance Opening balance

Deposit 788792126.26 261990665.03

Open credit 490279690.52 550223956.81

Accrued expenses 355492234.45 341923505.85

The obligation to repurchase shares under the share

incentive scheme 129112395.74 226860000.00

Others 90831531.69 101577680.44

Total 1854507978.66 1482575808.13

2) Significant advance receipts for over 1 year

Unit: RMB

Item Closing balance Reasons

ZHANJIANG RUNBAO TRADING CO. LTD. 160000000.00 Not due for payment

SHANGHAI SHUILAN PROPERTY MANAGEMENT

CO. LTD. 136000000.00 Not due for payment

NINE DRAGONS DAWEI HOLDINGS CO. LTD. 30000000.00 Not due for payment

WEIFANG XINGXING UNITED CHEMICAL CO. LTD. 16860000.00 Not due for payment

WUHAN TIANRUI PAPER CO. LTD. 7941708.00 Not due for payment

Total 350801708.00

2022 ANNUAL REPORT 269XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

31. Non-current assets due within one year

Unit: RMB

Item Closing balance Opening balance

Long-term receivables due within one year 2398150298.72 1543620543.60

Long-term borrowings due within one year 1920748225.56 2583730366.67

Bonds payable due within one year 350000000.00 1270636933.46

Lease liabilities due within one year 4606717.58 4606717.58

Other non-current liabilities due within one year 1198716666.67

Total 4673505241.86 6601311227.98

32. Long-term borrowings

(1) Types of long-term borrowings

Unit: RMB

Item Closing balance Opening balance

Mortgage borrowings 3118508092.17 3921048883.74

Credit borrowings 1405855117.94 1910041837.91

Guaranteed borrowings 1378621266.53 2028979800.00

Less: Long-term borrowings due within one year 1920748225.56 2583730366.67

Total 3982236251.08 5276340154.98

Explanation of the classification of long-term borrowings:

* For classification and amount of pledged assets of pledged borrowings please see 1. Monetary funds and 65. Assets with

restricted ownerships or right to use in Note VII;

* Long-term borrowings included accrued interest of RMB11874827.63.

270XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

33. Bonds payable

(1) Bonds payable

Unit: RMB

Item Closing balance Opening balance

18 Chenming Bond 01 – Chenming Group 155000000.00

Total 155000000.00

(2) Increase/decrease in bonds payable (excluding other financial instruments such as preference shares and

Perpetual Bonds classified as financial liabilities)

Unit: RMB

Changes

Issue in foreign

during Amortisation Redemption exchange

Name of Date of Opening the Interest of premium/ during the gains and Closing

commercial paper Par value issue Term Amount balance period at par value discount period losses balance

18 Chenming Bond

01 – Chenming

Group 350000000.00 2018-4-2 5 years 350000000.00 350000000.00 20255374.96 20255374.96 350000000.00

Chenming USD

Bonds 1137120600.00 2019-8-6 2.6 years 1125276863.46 1075636933.46 30847102.56 1019717.03 1111571636.62 4067883.57

Less: Bonds

payable due

within one year 1270636933.46 350000000.00

Total - 1475276863.46 155000000.00 51102477.52 1019717.03 1131827011.58 4067883.57

34. Lease liabilities

Unit: RMB

Item Closing balance Opening balance

Lease payments payable 76929509.38 81362458.45

Less: Unrecognised financing expenses 18726744.34 19474535.06

Less: Lease liabilities due within one year 4606717.58 4606717.58

Total 53596047.46 57281205.81

2022 ANNUAL REPORT 271XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

35. Long-term payables

Unit: RMB

Item Closing balance Opening balance

Long-term payables 3160771126.31 2358901022.99

Total 3160771126.31 2358901022.99

(1) By nature

Unit: RMB

Item Closing balance Opening balance

Financial leasing 4928891190.81 3188521566.59

China Development Bank Special Fund 412500000.00 488000000.00

Contributions by other partners 211530234.22 225000000.00

Retention for the financial leasing operations 6000000.00 1000000.00

Less: Long-term payables due within one year 2398150298.72 1543620543.60

Total 3160771126.31 2358901022.99

Other explanation:

Contributions by other partners refer to the contributions made by other partners to Weifang Chenming Growth Driver Replacement

Equity Investment Fund Partnership (Limited Partnership) and Weifang Chendu Equity Investment Partnership (Limited Partnership) and

such contributions are reclassified as financial liabilities on a consolidation basis.

36. Provisions

Unit: RMB

Item Closing balance Opening balance Reason

Losses from

Pending litigation 325259082.28 Arjo’s lawsuit

Total 325259082.28

Other explanations including relevant important assumptions and estimates of important provision:

In February 2017 Arjowiggins HKK2 Limited (“HKK2 Company”) submitted a H share winding-up petition against the Company to Hong Kong

High Court due to a joint venture dispute which required a compensation for economic loss of RMB167 million and interest thereon and legal

costs of USD3.54 million and arbitration fee of HK$3.3 million and interest thereon to HKK2. The Company made provision of RMB320 million

for such pending litigation in 2017. On 5 August 2020 the Court of Appeal of the High Court of the HKSAR made the judgment to dismiss the

appeal of the Company. On 21 January 2022 Hong Kong Court of Final Appeal accepted the Company’s appeal. On 14 June 2022 Hong Kong

Court of Final Appeal rejected the Company’s appeal and directed that the sum of HK$389112432.44 together with interest accrued thereon

previously deposited with the Court as a stay of the conditions of the winding up petition filed by HKK2 against the Company pursuant to the

order of the Judge of the Court of First Instance Mr. HARRIS Jonathan Russell shall be paid to HKK2. The Company fulfilled the judgement of

the litigation during the reporting period.

272XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

37. Deferred income

Unit: RMB

Increase during Decrease during

Item Opening balance the period the period Closing balance Reason

Government grants 1573681684.25 104451215.79 1469230468.46 Financial provision

Total 1573681684.25 104451215.79 1469230468.46 -

Items in respect of government grants:

Unit: RMB

Include in Amount

New grants non-operating Include in charged

Opening during the income for other income against Asset-related/

Liability item balance period the period for the period cost expenses Other changes Closing balance income-related

Project fund for National Key

Technology Research and Asset-related

Development Program 1123125.00 164700.00 958425.00 government grants

Infrastructure and environmental Asset-related

protection engineering 220099227.08 11778260.39 208320966.69 government grants

Huanggang forestry-pulp paper Asset-related

project 496020740.85 25026217.80 470994523.05 government grants

Zhanjiang forestry-pulp paper project Asset-related

50806597.19 4094632.92 46711964.27 government grants

Financial subsidies for technological Asset-related

transformation project 144150333.36 11535807.72 132614525.64 government grants

Funding for environmental protection Asset-related

627047425.68 50592141.88 576455283.80 government grants

Others Asset-related

34434235.09 1259455.08 33174780.01 government grants

Total 1573681684.25 104451215.79 1469230468.46

2022 ANNUAL REPORT 273XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

38. Share capital

Unit: RMB

Increase/decrease during the year (+/-)

Repurchase Shares

of restricted converted

Opening balance shares Bonus shares from reserves Others Subtotal Closing balance

Total number of shares 2984208200.00 -4466000.00 -4466000.00 2979742200.00

Explanation: Grant Thornton (Special General Partnership) issued a Capital Verification Report (Zhi Tong Yan Zi (2022) No. 371C000576) for the

repurchase of restricted shares during the period. On 18 July 2022 the second extraordinary meeting of the tenth session of the Board and

the first extraordinary meeting of the tenth session of the Supervisory Committee considered and approved the Resolution on the Adjustment

to the Repurchase Price of the 2020 Restricted A Share Incentive Scheme and Repurchase and Cancellation of Certain Restricted Shares.On 18 October 2022 the Company completed the registration of the repurchase and cancellation of certain restricted shares granted to 15

participants but yet to be released under the 2020 Restricted A Share Incentive Scheme with a total of 4466000 A shares repurchased and

cancelled. The total number of shares of the Company changed from 2984208200 to 2979742200.

39. Other equity instruments

(1) Perpetual Bonds outstanding at the end of the period

Maturity

Outstanding financial Year of Accounting Dividend or date or Condition for

instruments issuance classification interest rate Issue price Issue size Amount (RMB) renewal status conversion Conversion

No defined

17 Lu Chenming MTN001 2017 Equity instrument 8.97% 100.00 10000000.00 1000000000.00 maturity date No Non-convertible

Total 10000000.00 1000000000.00

274XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

39. Other equity instruments (Continued)

(2) Changes in preference shares Perpetual Bonds and other financial instruments outstanding at the end of

the period

Unit: RMB

Outstanding financial Beginning of the period Increase during the period Decrease during the period End of the period

instruments Number Carrying amount Number Carrying amount Number Carrying amount Number Carrying amount

17 Lu Chenming MTN001 10000000.00 996000000.00 10000000.00 996000000.00

Total 10000000.00 996000000.00 10000000.00 996000000.00

Changes (increase or decrease) in other equity instruments during the period the reasons for such changes and the basis for relevant

accounting treatment:

* The Company issued medium-term notes amounting to RMB1000 million on 12 July 2017 at a coupon rate of 6.80%. The

proceeds net of issue costs amounted to RMB996.00 million.The notes are debts without a defined maturity date and will continue indefinitely until the exercise of the right of redemption by

the Company. The interest rate of the bills is determined by the basic interest rate + the initial interest rate + 300BP. It has the

feature of capped interest rates and the capped interest rate does not exceed the average interest rate level of the same type

of instruments in the same industry in the same period; The Company has the right to defer any payment of interest. The right

of redemption of the notes is vested in the Company so that it is up to the Company to decide whether to redeem or not; the

priority of repayment of the principal and interest of medium-term notes for the period is the same as other outstanding debt

financing instruments of the issuers in the event of winding up because there is low probability of bankruptcy that the Company

will not be liable for contractual obligations to deliver cash or other financial assets expected.Based on the above the notes do not contain any term giving rise to any contractual obligation to deliver cash or other financial

assets to any other entity or to exchange any financial asset or financial liability with any other entity under potential adverse

circumstances. Consequently they are eligible to be recognised and accounted for as equity instruments and included under

other equity – Perpetual Bonds.

2022 ANNUAL REPORT 275XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

40. Capital reserves

Unit: RMB

Opening Increase during Decrease during Closing

Item balance the period the period balance

Share premium 4471891796.08 141082717.08 8262100.00 4604712413.16

Other capital reserves 755366304.33 1121804.80 756488109.13

Total 5227258100.41 142204521.88 8262100.00 5361200522.29

Explanation:

* the Company recognised the management fees during the vesting period for the share-based payments with an increase of capital

reserves of RMB1121804.80;

* a capital increase of Zhanjiang Chenming Pulp & Paper Co. Ltd. a subsidiary of the Company was contributed on the part of

other investors causing a decrease in the Company’s shareholding without loss of control and an increase of capital reserves of

RMB141082717.08;

* due to the failure to fulfil the unlocking conditions certain restricted shares were repurchased during the year with a decrease in capital

reserves of RMB8262100.00;

* Guangdong Nanyue Bank Co. Ltd. (“Nanyue Bank”) an associate of the Company implemented the new financial instrument standard

since 2021. The Company made retrospective adjustment based on the change of the accounting policy of Nanyue Bank due to the

implementation of the new financial instrument standard. In accordance with the fifth batch of Q&As on the 2021 ASBEs issued by the

Accounting Department of the Ministry of Finance (I) Q&As on the Long-term Equity Investment Standard the Company adjusted the

opening retained earnings for 2021 in its 2021 financial statements using the retrospective adjustment method. The Company restated

the prior year comparative information in these financial statements due to the differences between the data in the audited financial

statements of Nanyue Bank and the unaudited financial information cited by the Company in preparing the 2021 financial statements. In

particular the effect on the opening balance of the capital reserves was a decrease of RMB55547014.21.

41. Treasury shares

Unit: RMB

Opening Increase during Decrease during Closing

Item balance the period the period balance

Share incentive 226860000.00 98079900.00 128780100.00

Total 226860000.00 98079900.00 128780100.00

Explanation: The first batch of the equity incentives implemented by the Company in 2020 were unlocked during the reporting period with a

reduction of RMB85351800.00 in treasury shares that fulfilled unlocking conditions and a reduction of RMB12728100.00 in treasury shares

that did not fulfil unlocking conditions and subject to repurchase.

276XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

42. Other comprehensive income

Other comprehensive income attributable to the Company in the balance sheet is as follows:

Unit: RMB

During the period

Less: Transferred

from other

comprehensive

Attributable to income in

the parent prior periods to

Opening company retained earnings Closing

Item balance after tax during the period balance

I. Other comprehensive income that cannot be

reclassified to profit or loss in subsequent

periods

II. Other comprehensive income that will be

reclassified to profit and loss in subsequent

periods -445582729.36 -376357965.21 -821940694.57

1. Other comprehensive income that may be

reclassified to profit and loss under the equity

method -10512532.56 596429.87 -9916102.69

2. Translation differences of financial statements

denominated in foreign currency -435070196.80 -376954395.08 -812024591.88

Total other comprehensive income -445582729.36 -376357965.21 -821940694.57

2022 ANNUAL REPORT 277XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

42. Other comprehensive income (Continued)

Other comprehensive income attributable to the parent company in the income statement:

Unit: RMB

During the period

Less: Transferred

from other

comprehensive

income in prior Less: Attributable

Incurred before periods to profit to minority Attributable to

income tax for or loss during Less: Income shareholders parent company

Item the period the period tax expenses after tax after tax

I. Other comprehensive income that

cannot be reclassified to profit or loss in

subsequent periods

II. Other comprehensive income that will

be reclassified to profit and loss in

subsequent periods -376357965.21 -376357965.21

1. Other comprehensive income that may be

reclassified to profit and loss under the

equity method 596429.87 596429.87

2. Translation differences of financial

statements denominated in foreign

currency -376954395.08 -376954395.08

Total other comprehensive income -376357965.21 -376357965.21

43. Special reserves

Unit: RMB

Opening Increase during Decrease during Closing

Item balance the period the period balance

Production safety expenses 29147795.17 13356084.22 15791710.95

Total 29147795.17 13356084.22 15791710.95

44. Surplus reserves

Unit: RMB

Opening Increase during Decrease during Closing

Item balance the period the period balance

Statutory surplus reserves 1212009109.97 1212009109.97

Total 1212009109.97 1212009109.97

278XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

45. General risk provisions

Unit: RMB

Opening Increase during Decrease during

Item balance the period the period Closing balance

General risk provisions 76825918.60 3074350.11 79900268.71

Total 76825918.60 3074350.11 79900268.71

46. Retained profit

Unit: RMB

Item The period The prior period

Retained profit as at the end of the prior year before adjustment 9294126706.86 9999764028.74

Adjustment to opening balance of retained earnings (increase +

decrease -) -1803277670.52

Opening balance of retained profit after adjustment 9294126706.86 8196486358.22

Plus: Net profit for the period attributable to shareholders of the

parent company 189290120.82 2065513108.71

Less: Transfer of statutory surplus reserves

Transfer of discretionary surplus reserves

Transfer of general risk provisions 3074350.11 2703274.40

Ordinary dividend payable 552078517.01

Perpetual Bonds interest payable 89700000.00 89700000.00

Preference shares interest payable 323390968.66

Retained profit as at the end of the period 9390642477.57 9294126706.86

Note: The reason for a decrease in the opening retained earnings of RMB1803277670.52 for the prior period is: Guangdong Nanyue Bank

Co. Ltd. (“Nanyue Bank”) an associate of the Company implemented the new financial instrument standard since 2021. The Company

made retrospective adjustment based on the change of the accounting policy of Nanyue Bank due to the implementation of the new

financial instrument standard. In accordance with the fifth batch of Q&As on the 2021 ASBEs issued by the Accounting Department of

the Ministry of Finance (I) Q&As on the Long-term Equity Investment Standard the Company adjusted the opening retained earnings

for 2021 in its 2021 financial statements using the retrospective adjustment method. The Company restated the prior year comparative

information in these financial statements due to the differences between the data in the audited financial statements of Nanyue Bank

and the unaudited financial information cited by the Company in preparing the 2021 financial statements.

2022 ANNUAL REPORT 279XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

47. Revenue and operating costs

Unit: RMB

Amount for the period Amount for the prior period

Item Revenue Operating costs Revenue Operating costs

Principal activities 31425116857.83 26878943649.28 31933583202.54 24460067257.53

Other activities 579250463.08 494782057.72 1086229091.60 762208537.75

Total 32004367320.91 27373725707.00 33019812294.14 25222275795.28

Whether the lower of the audited net profit before or after deducting extraordinary gains or losses is a negative

number

√ Yes □ No

Unit: RMB

Item Current year Specific deductions Prior year Specific deductions

Revenue 32004367320.91 Revenue from sales of materials of 33019812294.14 Revenue from sales of materials of

RMB903160256.93 and other RMB1649930017.77 and other

revenue of RMB127610203.33 revenue of RMB553971864.43.Total deductions from revenue 1030770460.26 2203901882.20

Proportion of total deductions from revenue to 3.22% 6.67%

revenue

I. Revenue from operations not related to principal

operations

1. Revenue from operations other than normal 1030770460.26 Revenue from sales of materials of 2203901882.20 Revenue from sales of materials of

operation such as revenue realised from RMB903160256.93 and other RMB1649930017.77 and other

leasing fixed assets intangible assets revenue of RMB127610203.33. revenue of RMB553971864.43.packaging materials sales of materials

exchanges for non-monetary assets

with materials engaging in entrusted

management business and revenue

included in revenue from principal operations

but generated from operations other than

normal operation of the Company.Subtotal of revenue from operations not related to 1030770460.26 Revenue from sales of materials of 2203901882.20 Revenue from sales of materials of

principal operations RMB903160256.93 and other RMB1649930017.77 and other

revenue of RMB127610203.33. revenue of RMB553971864.43.II. Commercially non-substantial revenue

III. Sub-total of other revenue from operations not

related to principal operations and commercially

non-substantial revenue

Revenue after deductions 30973596860.65 Revenue from sales of materials of 30815910411.94 Revenue from sales of materials of

RMB903160256.93 and other RMB1649930017.77 and other

revenue of RMB127610203.33. revenue of RMB553971864.43.

280XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

47. Revenue and operating costs (Continued)

Information related to revenue:

Unit: RMB

Machine-made Hotel and property

Category of contract paper segment Financial services rentals Others Total

Type of goods 30831898263.47 209378132.90 252786565.21 710304359.33 32004367320.91

Including:

Machine-made paper 28398850766.51 28398850766.51

Chemical pulp 1043284411.27 1043284411.27

Processing of moulds 308596084.40 308596084.40

Electricity and steam 288447315.51 288447315.51

Construction materials 265496913.56 265496913.56

Hotel and property rentals 238020274.82 238020274.82

Paper chemicals 169232476.00 169232476.00

Others 932083294.18 209378132.90 14766290.39 136211361.37 1292439078.84

By geographical area 30831898263.47 209378132.90 252786565.21 710304359.33 32004367320.91

Including:

Mainland China 22687782292.47 209378132.90 252786565.21 710304359.33 23860251349.91

Other countries and regions 8144115971.00 8144115971.00

By the timing of delivery 30831898263.47 209378132.90 252786565.21 710304359.33 32004367320.91

Including:

Goods (at a point in time) 30535615186.37 2924528.29 14656198.65 710177248.91 31263373162.22

Services (within a certain

period) 296283077.10 206453604.61 238130366.56 127110.42 740994158.69

Breakdown of revenue from principal activities

* By industry

Unit: RMB

Amount for the year Amount for the prior year

Name of industry Revenue Costs Revenue Costs

Machine-made paper 28398850766.51 24448024979.32 28822796809.32 22046779363.89

Chemical pulp 1043284411.27 816562733.50 248980922.18 191806552.77

Processing of moulds 308596084.40 277645763.64 429452007.72 357366098.62

Electricity and steam 288447315.51 270073907.31 303940594.69 260019123.96

Construction materials 265496913.56 228492849.08 349945005.51 315912453.93

Hotel and property rentals 238020274.82 213632078.62 148941357.80 124619857.81

Paper chemicals 169232476.00 146042699.79 131104964.35 117040239.12

Others 713188615.76 478468638.02 1498421540.97 1046523567.43

Total 31425116857.83 26878943649.28 31933583202.54 24460067257.53

2022 ANNUAL REPORT 281XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

47. Revenue and operating costs (Continued)

* Machine-made paper by main product type

Unit: RMB

Amount for the year Amount for the prior year

Name of industry Revenue Costs Revenue Costs

White paper board 9061724789.41 7826962810.39 9579581625.05 6540978628.51

Duplex press paper 8449759248.92 7407821676.66 7287152353.07 6004341245.63

Coated paper 4149820827.47 3457680224.04 4310744513.87 3130491004.15

Electrostatic paper 4077351284.38 3497341216.24 3857097045.49 3140962690.62

Anti-sticking raw paper 973542096.46 791528667.30 1168436835.30 872987808.22

Thermal paper 582687847.45 489261009.24 540941351.36 475188142.15

Others 1103964672.42 977429375.45 2078843085.18 1881829844.61

Total 28398850766.51 24448024979.32 28822796809.32 22046779363.89

* Machine-made paper by geographical segment

Unit: RMB

Amount for the year Amount for the prior year

Name of industry Revenue Costs Revenue Costs

Mainland China 20254734795.51 17354744592.14 24696996168.38 18348851562.98

Other countries and regions 8144115971.00 7093280387.18 4125800640.94 3697927800.91

Total 28398850766.51 24448024979.32 28822796809.32 22046779363.89

* Revenue from top 5 customers

Unit: RMB

Percentage of the

Total revenue from total revenue in the

Period top 5 customers same period (%)

20226798742733.1321.24%

20215259350805.4515.93%

Information related to the transaction price allocated to residual performance obligations:

At the end of the reporting period the amount of revenue with signed contracts but unfulfilled or uncompleted

performance obligation was RMB656446008.11 which was expected to be recognised in 2023.

282XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

48. Taxes and surcharges

Unit: RMB

Amount for Amount for

Item the period the prior period

Property tax 84937624.08 77555756.03

Stamp duty 50855100.84 35545109.19

Urban maintenance and construction tax 30844441.65 46766679.96

Land use tax 21896525.68 40855126.39

Educational surcharges 13065472.17 20195996.39

Resource tax 12151246.70 22892129.80

Local education surcharges 9672799.88 13463933.81

Water conservation funds 941851.21 697713.50

Vehicle and vessel tax 100147.53 142969.16

Land appreciation tax 27432.00 9175506.88

Others 18646673.32 17165291.20

Total 243139315.06 284456212.31

49. Sales and distribution expenses

Unit: RMB

Amount for Amount for

Item the period the prior period

Wages and surcharges 120855156.29 140614560.41

Business hospitality expenses 55312453.05 59259329.16

Travel expenses 21514621.65 21203755.03

Selling commissions 11571414.61 11490724.59

Depreciation expenses 6524594.65 11299358.22

Rental expenses 6048188.50 8941037.14

Office expenses 2465867.66 2318832.06

Warehouse expenses 669554.18 555915.72

Others 17219423.50 37826180.18

Total 242181274.09 293509692.51

2022 ANNUAL REPORT 283XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

50. General and administrative expenses

Unit: RMB

Amount for Amount for

Item the period the prior period

Wages and surcharges 230961622.37 287370208.75

Depreciation expenses 92141979.66 104079387.00

Business hospitality expenses 90219924.17 75588054.15

Welfare expenses 60931519.54 67401266.74

Amortisation of intangible assets and long-term expenses 50808836.96 47623471.69

Termination benefits expenses 26059173.11 47005.00

Repair cost and consumption of materials 24983894.65 29577039.42

Legal costs 24306211.03 14331466.88

Intermediary service expenses 21436369.47 9822504.05

Insurance premium 17343722.19 21399854.79

Travel expenses 10066215.41 14082788.42

Office expenses 6827412.53 6016174.24

Audit fees 5628798.62 5211323.99

Production interruption loss 153841164.26

Others 88831023.63 105969026.16

Total 750546703.34 942360735.54

Note: Audit fees include audit fees for annual financial statements and internal control reports of the Company and other fees for audit

matters of the Company occurring during the reporting period.

51. Research and development expense

Unit: RMB

Amount for Amount for

Item the period the prior period

Consumption of materials 872932892.44 1008124599.58

Utilities 181428197.66 194161253.86

Wages and surcharges 146671151.98 155808154.72

Depreciation expenses 45016402.19 53538054.01

Insurance premium 28028216.33 29407238.86

Housing provident funds 4848051.84 5375717.76

Welfare expenses 4448785.76 2838027.33

Union funds 1159873.86 1601052.82

Installation expenses 940252.78 1423823.71

Travel expenses 27693.31 17449.73

Other expenses 4780021.95 1470999.08

Total 1290281540.10 1453766371.46

284XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

52. Finance expenses

Unit: RMB

Amount for Amount for

Item the period the prior period

Interest expenses 2081067895.66 2348200417.05

Less: Capitalised interest amount

Interest income 309987478.19 287289410.33

Foreign exchange gains and losses 46654427.89 -9455468.81

Less: Capitalisation of foreign exchange gains and losses

Bank charges and others 328821303.70 336015748.55

Total 2146556149.06 2387471286.46

53. Other income

Unit: RMB

Amount for Amount for

Source of other income the period the prior period

Government grants – directly included in profit or loss 136741599.83 115896575.43

Government grants – amortised deferred income included in

profit or loss 104451215.79 104704060.06

Gain on debt restructuring 1030353.24

Total 242223168.86 220600635.49

54. Investment income

Unit: RMB

Amount for Amount for

Item the period the prior period

Dividend on financial assets held for trading and other non-

current financial assets 38224826.21 19557976.67

Income from long-term equity investments accounted for using

the equity method 24116757.95 31476499.83

Investment gain on debt restructuring -62888.33 24593731.72

Investment gain on disposal of long-term equity investments -856627.60 112907083.05

Investment gain on derecognition of financial assets -137464855.58 -258113630.19

Total -76042787.35 -69578338.92

2022 ANNUAL REPORT 285XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

55. Gain on change in fair value

Unit: RMB

Amount for Amount for

Source of gain on change in fair value the period the prior period

Gain on change in fair value of consumable biological assets

measured at fair value 9924233.72 -41899.05

Other non-current financial assets 5350000.00 1600000.00

Financial assets held for trading -40528162.53 -78631913.62

Total -25253928.81 -77073812.67

56. Credit impairment loss

Unit: RMB

Amount for Amount for

Item the period the prior period

Bad debt loss of other receivables 54677374.62 -33623255.14

Bad debt loss of accounts receivable -38857265.91 20880443.83

Bad debt loss of financial lease payments -101897077.27 -239469507.89

Others -16523042.11

Total -86076968.56 -268735361.31

57. Loss on impairment of assets

Unit: RMB

Amount for the prior

Item Amount for the period period

Loss on inventory impairment -17659966.20 -11285890.45

Total -17659966.20 -11285890.45

286XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

58. Asset disposal income

Unit: RMB

Amount for the prior

Source of asset disposal income Amount for the period period

Gain on disposal of intangible assets (“-” denotes loss) 106837281.47 42184387.73

Gain on disposal of fixed assets (“-” denotes loss) 54255232.29 9375163.93

Total 161092513.76 51559551.66

59. Non-operating income

Unit: RMB

Amount included in

extraordinary gains

Amount for Amount for or losses for

Item the period the prior period the period

Government grants 73741500.00 42486362.10 73741500.00

Fine income 2334679.24 5723762.72 2334679.24

Exempted debts 94894.96 12729703.07 94894.96

Gain on damage and retirement of non-current

assets 82413.79 1035196.66 82413.79

Others 995197.77 9719362.26 995197.77

Total 77248685.76 71694386.81 77248685.76

Government grants included in profit or loss for the period:

Unit: RMB

Amount for Amount for Asset-related/

Item the period the prior period income-related

Grant income 73741500.00 42486362.10 Income-related

Total 73741500.00 42486362.10

(1) For details of government grant please see Note VII. 67.

(2) For the specific reason for government grants as recurring profit or loss please refer to Note XVIII.1.

2022 ANNUAL REPORT 287XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

60. Non-operating expenses

Unit: RMB

Included in

non-recurring

Amount for Amount for profit or loss in

Item the period the prior period the period

Trading of carbon emission quota 23662741.81 42396793.42 23662741.81

Litigation 16348160.25 16348160.25

Loss on damage and retirement of non-current

assets 10382099.66 3338528.87 10382099.66

Donation 805000.00 1142550.00 805000.00

Others 95188.91

Total 51198001.72 46973061.20 51198001.72

61. Income tax expenses

(1) Particulars of income tax expenses

Unit: RMB

Amount for Amount for

Item the period the prior period

Current income tax calculated according to tax law and

related regulations 90855030.56 185879510.90

Deferred income tax expenses -225948373.97 30616777.64

Total -135093343.41 216496288.54

288XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

61. Income tax expenses (Continued)

(2) The reconciliation between accounting profit and income tax expenses

Unit: RMB

Amount for

Item the period

Total profit 182269348.00

Income tax expenses calculated at statutory (or applicable) tax rates 27340402.20

Effect of different tax rates applicable to certain subsidiaries 127578481.49

Adjustments to income tax for prior periods 22095145.12

Profit and loss of joint ventures and associates accounted for using the equity method -739743.25

Income not subject to tax (listed with “-”) -99806424.77

Non-deductible costs expenses and losses 16981499.31

Tax effect of utilisation of unrecognised deductible losses and deductible temporary

differences in the previous year (listed with “-”) -45056645.61

Tax effect of utilisation of unrecognised deductible losses and deductible temporary

differences 60076736.82

Tax effect of R&D fee deduction (listed with“-”) -129166798.89

The pre-tax deduction of the interest on Perpetual Bonds accounted as equity -13455000.00

Tax incentives such as equipment credits -100940995.83

Income tax expense -135093343.41

62. Items on statements of cash flow

(1) Cash received relating to other operating activities

Unit: RMB

Amount for Amount for

Item the period the prior period

Open credit and other income 745295349.96 579416906.77

Finance expenses – Interest income 305772280.83 276274390.31

Government grants actually received 202165244.17 199176622.64

Net proceedings from the financial leasing business 184749056.18 1153242827.87

Default penalty and fine 969634.65 11844722.79

Total 1438951565.79 2219955470.38

2022 ANNUAL REPORT 289XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

62. Items on statements of cash flow (Continued)

(2) Cash paid relating to other operating activities

Unit: RMB

Amount for Amount for

Item the period the prior period

Transportation expenses 944022266.88 961442438.95

Litigation 368296784.84 0.00

Net investment in factoring business 250000000.00 737000000.00

Financial institutions charge 241125513.70 210288974.16

Business hospitality expenses 117853387.22 106007628.02

Intermediary service expenses 54437645.94 39555241.62

Travel expenses 32480740.17 35150617.24

Repair expenses 23053205.98 33427722.45

Cargo handling charges 21869006.27 30088978.09

Waste disposal expenses 15891052.20 20081650.19

Insurance premium 15288347.78 22171792.20

Leasing expenses 12038349.86 17039644.42

Office expenses 10681717.81 28618557.15

Others 186617859.65 167760474.48

Total 2293655878.30 2408633718.97

(3) Cash received relating to other investing activities

Unit: RMB

Amount for Amount for

Item the period the prior period

Recovery of consideration for equity transfer 493655373.48

Net cash received from subsidiaries 44674.62

Total 493700048.10

(4) Cash paid relating to other investing activities

Unit: RMB

Amount for Amount for

Item the period the prior period

Payment for acquisition of companies 127500000.00

Total 127500000.00

290XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

62. Items on statements of cash flow (Continued)

(5) Cash received relating to other financing activities

Unit: RMB

Amount for Amount for

Item the period the prior period

Equipment leaseback 3684590394.82 2071358708.00

Deposit for finance lease 34500000.00 60000000.00

Short-term commercial paper and others 200000000.00

Net recovery of guarantee deposit 2286599788.67

Contributions by other partners 190790000.00

Total 3719090394.82 4808748496.67

(6) Cash paid relating to other financing activities

Unit: RMB

Amount for Amount for

Item the period the prior period

Repayment of equipment leaseback 2237763312.31 2252587404.38

Repayment of short-term commercial paper and MTN 1200000000.00 2745000000.00

Repayment of bonds 1078685100.00 90000000.00

Net expense of guarantee deposit 919816742.13

Payment of Perpetual Bonds interest 89700000.00 89700000.00

Security deposit for financial leasing 76000000.00 96696696.64

Payment for equity in China Development Bank funds 75500000.00 29500000.00

Share repurchase under the share incentive scheme 11757730.78

Redemption of preference shares 4500000000.00

Payment of preference shares dividend 323390968.66

Acquisition of non-controlling interests 300000000.00

Total 5689222885.22 10426875069.68

2022 ANNUAL REPORT 291XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

63. Supplementary information on cash flow statement

(1) Supplementary information on cash flow statement

Unit: RMB

Amount for Amount for

Supplementary information the period the prior period

1. Reconciliation of net profit as cash flows from operating

activities:

Net profit 317362691.41 2089684021.45

Plus: Provision for impairment of assets 103736934.76 280021251.76

Depreciation of fixed assets depletion of oil and gas

assets and depreciation of bearer biological assets 2255505392.35 2366091653.76

Depreciation of right-of-use assets 7737284.20 7972781.72

Amortisation of intangible assets 54698978.50 51351628.42

Amortisation of long-term prepaid expenses 4678921.69 3964046.48

Loss on disposal of fixed assets intangible assets and

other long-term assets (“-” denotes gain) -161092513.76 -51559551.66

Loss on scrapped fixed assets (“-” denotes gain) 10299685.87 2303332.21

Loss on changes in fair value (“-” denotes gain) 25253928.81 77073812.67

Investment loss (“-” denotes gain) 2081067895.66 2348200417.05

Investment loss (“-” denotes gain) 76042787.35 69578338.92

Decrease in deferred income tax assets (“-” denotes

increase) -220919108.82 -30616777.64

Increase in deferred income tax liabilities (“-” denotes

decrease) -5029265.45 6637993.77

Decrease in inventories (“-” denotes increase) -406337116.14 -156406209.61

Decrease in operating receivables (“-” denotes increase) 332267872.35 3208289966.45

Increase in operating payables (“-” denotes decrease) -1025450126.41 -1690698513.11

Others

Net cash flows from operating activities 3449824242.37 8581888192.64

2. Major investing and financing activities not involving cash

settlements:

Capital converted from debts

Convertible bonds of the Company due within one year

Finance leases of fixed assets

3. Net change in cash and cash equivalents:

Closing balance of cash 2159460149.51 3168915847.02

Less: Opening balance of cash 3168915847.02 4389169963.79

Plus: Closing balance of cash equivalents

Less: Opening balance of cash equivalents

Net increase in cash and cash equivalents -1009455697.51 -1220254116.77

292XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

63. Supplementary information on cash flow statement (Continued)

(2) Net Cash of Acquisition Subsidiaries Paid in Current Period

Unit: RMB

Amount

Cash or cash equivalents paid in the current period for business combinations that

occurred during the period: 368000000.00

Of which: Shanxi Fuyin Industrial Trading Co. Ltd. 368000000.00

Less: Cash and cash equivalents held by the subsidiary on the acquisition date 2081.22

Of which: Shanxi Fuyin Industrial Trading Co. Ltd. 223.60

Chongmin Culture Development (Shanghai) Co. Ltd. 1857.62

Plus: Cash or cash equivalents paid in the current period for business combinations

that occurred during previous periods

Of which:

Net cash paid for acquisition of subsidiaries 367997918.78

(3) Cash and cash equivalents composition

Unit: RMB

Item Closing balance Opening balance

I. Cash 2159460149.51 3168915847.02

Of which: Treasury cash 3491219.08 2926080.68

Bank deposit that can be used for payment at any time 2155968930.43 3165989766.34

Other monetary funds that can be used for payment at

any time

Deposit at central bank deposit that can be used for

payment

Amount due from banks

Amount due to banks

II. Cash equivalents

Of which: Bond investment with maturity within 3 months

III. Balance of cash and cash equivalent at end of period 2159460149.51 3168915847.02

Of which: Restricted cash and cash equivalents used by

the Company or subsidiaries within the Group

2022 ANNUAL REPORT 293XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

64. Notes to items of statements of changes in owners’ equity

For the nature of the adjustment to the opening balance for the prior year under the item “Others” and the reason for

the adjusted amount please refer to Note VII. 40 and 46.

65. Assets with restricted ownerships or right to use

Unit: RMB

Item Closing carrying amount Reason for such restrictions

Monetary funds 11840974836.57 As bank acceptance bills deposits for letters

of credit deposits for letters of guarantee loan

deposits deposit reserves and interests receivable

etc. (Note VII. 1)

Fixed assets 10063641052.69 As collateral for bank borrowings and long-term

payables (Note VII. 14)

Investment property 4895514630.65 As collateral for bank borrowings (Note VII. 13)

Intangible assets 1033897418.27 As collateral for bank borrowings and long-term

payables (Note VII. 18)

Accounts receivable 100000000.00 As deposits to obtain loans (Note VII. 3)

Accounts receivable financing/bills 8497931.30 As collateral for letters of credit (Note VII. 4)

receivable

Total 27942525869.48

Other explanation:

As at 31 December 2022 housing building structure and equipment with the carrying amount of RMB10063641052.69 (31 December 2021:

carrying amount of RMB12866125795.19) investment properties with the carrying amount of RMB4895514630.65 (31 December 2021:

carrying amount of RMB5033765366.00) and intangible assets with the carrying amount of RMB1033897418.27 (31 December 2021:

carrying amount of RMB1210395050.42) were pledged as collateral for long-term borrowings of RMB3118508092.17 (31 December 2021:

RMB3921048883.74) and short-term borrowings of RMB65000000.00 (31 December 2021: RMB70000000.00).

294XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

66. Foreign currency items

(1) Foreign currency items

Unit: RMB

Closing foreign Closing balance

Item currency balance Exchange rate in RMB

Monetary funds

Of which: USD 94101812.26 6.9646 655381481.67

EUR 10574902.80 7.4229 78496445.99

HKD 1127396.51 0.8933 1007103.30

GBP 1631.58 8.3941 13695.65

JPY 1197.00 0.0524 62.72

Accounts receivable

Of which: USD 32658569.02 6.9646 227453869.80

EUR 9289176.64 7.4229 68952629.28

JPY 146734998.00 0.0524 7688913.90

Other receivables

Of which: USD 8727.39 6.9646 60782.78

Accounts payable

Of which: USD 133923367.50 6.9646 932722685.29

EUR 1954737.99 7.4229 14509824.63

Other payables

Of which: USD 801010.52 6.9646 5578717.87

EUR 1487870.92 7.4229 11044317.05

Short-term borrowings

Of which: USD 51212401.04 6.9646 356673888.28

EUR 23546000.00 7.4229 174779603.40

Long-term borrowings

Of which: USD 1589708.50 6.9646 11071683.82

2022 ANNUAL REPORT 295XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

66. Foreign currency items (Continued)

(2) Explanation on overseas operating entities (including major overseas operating entities) which shall disclose

their overseas principal places of business functional currency and basis. Reasons shall be disclosed if

there is any change in the functional currency.√ Applicable □Not applicable

Principal place of

No. Name of subsidiary business Place of incorporation Functional currency

1 Chenming GmbH Hamburg Germany Hamburg Germany EUR

2 Chenming Paper Korea Co. Ltd. Seoul Korea Seoul Korea KRW

3 Chenming International Co. Ltd. Los Angeles USA Los Angeles USA USD

4 Chenming Paper Japan Co. Ltd. Tokyo Japan Tokyo Japan JPY

5 Chenming Paper United States Co. Ltd. Los Angeles USA Los Angeles USA USD

6 Chenming (Overseas) Limited Hong Kong China Hong Kong China USD

7 Chenming (Singapore) Limited Singapore Singapore USD

8 Chenming (HK) Limited Hong Kong China Hong Kong China USD

296XII Financial Report

VII. Notes to items of the consolidated financial statements (Continued)

67. Government grants

General information of government grants

Unit: RMB

Amount included in

the current profit and

Type Amount Reporting item loss

Special subsidy from the Bureau of Finance 73730000.00 Non-operating income 73730000.00

Enterprise reform and development subsidies 66394161.00 Other income 66394161.00

Financial subsidies for technological

transformation project 52395702.39 Other income 52395702.39

Funding for environmental protection 50592141.88 Other income 50592141.88

Huanggang forestry-pulp-paper project 25026217.80 Other income 25026217.80

Sewage treatment and water conservation

transformation project 11778260.39 Other income 11778260.39

Immediate VAT refund 8346328.57 Other income 8346328.57

Government rewards 4704600.00 Other income 4704600.00

Zhanjiang forestry-pulp-paper project 4094632.92 Other income 4094632.92

Refund of tax 4052553.33 Other income 4052553.33

Employment stabilisation subsidies 3012954.63 Other income 3012954.63

Afforestation subsidy 2695823.49 Other income 2695823.49

One-time job retention subsidies 2125800.00 Other income 2125800.00

Subsidies for foreign trade projects 1000000.00 Other income 1000000.00

R&D subsidy 500000.00 Other income 500000.00

Project Funding for National Key Technology

Research and Development Program 164700.00 Other income 164700.00

Subsidies for social insurance 116915.50 Other income 116915.50

Other income and non-

Others 4203523.72 operating income 4203523.72

Total 314934315.62 314934315.62

2022 ANNUAL REPORT 297XII Financial Report

VIII. Change in scope of consolidation

During the year 2 subsidiaries were newly established namely Jiangxi Chenming Tea Co. Ltd. and Shouguang Meichen

Energy Technology Co. Ltd. and 1 subsidiary was deregistered namely Qingdao Chenming Pulp & Paper Electronic

Commodity Spot Trading Co. Ltd. 2 subsidiaries were acquired not within the definition of business namely Shanxi Fuyin

Industrial Trading Co. Ltd. and Chongmin Culture Development (Shanghai) Co. Ltd.IX. Interest in other entities

1. Interest in subsidiaries

(1) Constitution of the Group

Principle Issued Issued

place of Place of Nature of Shareholding debt share

Name of subsidiary business incorporation business Type of legal person Direct Indirect Acquisition securities capital

Zhanjiang Chenming Pulp & Paper Zhanjiang Zhanjiang Paper making For-profit corporation 82.67% Establishment 0 0

Co. Ltd.Shouguang Meilun Paper Co. Ltd. Shouguang Shouguang Paper making For-profit corporation 62.4864% Establishment 0 0

Jilin Chenming Paper Co. Ltd. Jilin Jilin Paper making For-profit corporation 100% Acquisition 0 0

Huanggang Chenming Pulp & Paper Huanggang Huanggang Pulp production For-profit corporation 70.15% 29.85% Establishment 0 0

Co. Ltd.Shandong Chenming Paper Sales Shouguang Shouguang Sales of paper For-profit corporation 100% Establishment 0 0

Co. Ltd. product

Shouguang Chenming Import and Shouguang Shouguang Trading For-profit corporation 100% Establishment 0 0

Export Trade Co. Ltd.Jiangxi Chenming Supply Chain Jiangxi Jiangxi Trading For-profit corporation 70% Establishment 0 0

Management Co. Ltd.Chenming GmbH Germany Germany Paper product For-profit corporation 100% Establishment 0 0

trading

Shouguang Chenming Papermaking Shouguang Shouguang Machinery For-profit corporation 100% Establishment 0 0

Machine Co. Ltd. manufacturing

Shouguang Hongxiang Printing and Shouguang Shouguang Printing and For-profit corporation 100% Acquisition 0 0

Packaging Co. Ltd. packaging

Shouguang Chenming Modern Logistic Shouguang Shouguang Transportation For-profit corporation 100% Establishment 0 0

Co. Ltd.Jinan Chenming Paper Sales Co. Ltd. Jinan Jinan Investment For-profit corporation 100% Establishment 0 0

management/

Paper product

trading

Huanggang Chenming Arboriculture Huanggang Huanggang Arboriculture For-profit corporation 100% Establishment 0 0

Development Co. Ltd.Chenming Arboriculture Co. Ltd. Wuhan Wuhan Arboriculture For-profit corporation 100% Establishment 0 0

Chenming Paper Korea Co. Ltd. Korea Korea Paper product For-profit corporation 100% Establishment 0 0

trading

298XII Financial Report

IX. Interest in other entities (Continued)

1. Interest in subsidiaries (Continued)

(1) Constitution of the Group (Continued)

Principle Issued Issued

place of Place of Nature of Shareholding debt share

Name of subsidiary business incorporation business Type of legal person Direct Indirect Acquisition securities capital

Shouguang Shun Da Customs Shouguang Shouguang Customs For-profit corporation 100% Establishment 0 0

Declaration Co Ltd. declaration

Shanghai Chenming Industry Co. Ltd. Shanghai Shanghai Property For-profit corporation 100% Establishment 0 0

investment and

management

Shanghai Chenyin Trading Co. Ltd. Shanghai Shanghai Trading For-profit corporation 51% Establishment 0 0

Shandong Chenming Group Finance Jinan Jinan Finance For-profit corporation 80% 20% Establishment 0 0

Co. Ltd.Jiangxi Chenming Paper Co. Ltd. Nanchang Nanchang Paper making For-profit corporation 100% Establishment 0 0

Nanchang Shengheng Trading Co. Ltd. Nanchang Nanchang Trading For-profit corporation 100% Establishment 0 0

Nanchang Kunheng Trading Co. Ltd. Nanchang Nanchang Trading For-profit corporation 100% Establishment 0 0

Shouguang Chenming Art Paper Shouguang Shouguang Paper making For-profit corporation 75% Establishment 0 0

Co. Ltd.Hailaer Chenming Paper Co. Ltd. Hailaer Hailaer Paper making For-profit corporation 75% Establishment 0 0

Shandong Grand View Hotel Co. Ltd. Shouguang Shouguang Catering For-profit corporation 70% Establishment 0 0

Wuhan Chenming Hanyang Paper Wuhan Wuhan Paper making For-profit corporation 65.205% 34.64% Establishment 0 0

Holdings Co. Ltd

Shandong Chenming Financial Leasing Jinan Jinan Financial leasing For-profit corporation 100% Establishment 0 0

Co. Ltd.Qingdao Chenming Nonghai Financial Qingdao Qingdao Financial leasing For-profit corporation 100% Establishment 0 0

Leasing Co. Ltd

Chenming (HK) Limited Hong Kong Hong Kong Paper product For-profit corporation 100% Establishment 0 0

trading

Shouguang Hongyi Decorative Shouguang Shouguang Packaging For-profit corporation 100% Merger and 0 0

Packaging Co. Ltd. acquisition

Shouguang Xinyuan Coal Co. Ltd. Shouguang Shouguang Coal For-profit corporation 100% Merger and 0 0

acquisition

Shouguang City Run Sheng Wasted Shouguang Shouguang Purchase and For-profit corporation 100% Merger and 0 0

Paper Recycle Co. Ltd. sale of waste acquisition

Shouguang Wei Yuan Logistics Shouguang Shouguang Logistics For-profit corporation 100% Merger and 0 0

Company Limited acquisition

2022 ANNUAL REPORT 299XII Financial Report

IX. Interest in other entities (Continued)

1. Interest in subsidiaries (Continued)

(1) Constitution of the Group (Continued)

Principle Issued Issued

place of Place of Nature of Shareholding debt share

Name of subsidiary business incorporation business Type of legal person Direct Indirect Acquisition securities capital

Wuhan Chenming Qianneng Electric Wuhan Wuhan Thermal power For-profit corporation 51% Establishment 0 0

Power Co. Ltd.Shandong Chenming Investment Jinan Jinan Investment For-profit corporation 100% Establishment 0 0

Chenming Paper Japan Co. Ltd. Japan Japan Paper product For-profit corporation 100% Establishment 0 0

trading

Chenming International Co. Ltd. the United the United States Paper product For-profit corporation 100% Establishment 0 0

States trading

Zhanjiang Chenming Arboriculture Zhanjiang Zhanjiang Arboriculture For-profit corporation 100% Establishment 0 0

Development Co. Ltd.Yangjiang Chenming Arboriculture Yangjiang Yangjiang Arboriculture For-profit corporation 100% Establishment 0 0

Development Co. Ltd.Nanchang Chenming Arboriculture Nanchang Nanchang Arboriculture For-profit corporation 100% Establishment 0 0

Development Co. Ltd.Guangdong Huirui Investment Co. Ltd. Zhanjiang Zhanjiang Investment For-profit corporation 100% Establishment 0 0

Jilin Chenming New-style Wall Materials Jilin Jilin Wall materials For-profit corporation 100% Establishment 0 0

Co. Ltd

Jilin Chenming Logistics Co. Ltd. Jilin Jilin Logistics For-profit corporation 100% Establishment 0 0

Jiangxi Chenming Logistics Co. Ltd. Nanchang Nanchang Logistics For-profit corporation 100% Establishment 0 0

Fuyu Chenming Paper Co. Ltd. Fuyu Fuyu Paper making For-profit corporation 100% Establishment 0 0

Zhanjiang Meilun Pulp & Paper Co. Ltd. Zhanjiang Zhanjiang Paper making For-profit corporation 100% Establishment 0 0

Shanghai Chenming Financial Leasing Shanghai Shanghai Financial For-profit corporation 100% Establishment 0 0

Co. Ltd. leasing

Wuhan Junheng Property Management Wuhan Wuhan Property For-profit corporation 100% Merger and 0 0

Co. Ltd. acquisition

Guangzhou Chenming Financial Leasing Guangzhou Guangzhou Financial For-profit corporation 100% Establishment 0 0

Co. Ltd. leasing

Shanghai Hongtai Real Estate Co. Ltd. Shanghai Shanghai Real estate For-profit corporation 100% Merger and 0 0

acquisition

Shanghai Hongtai Property Shanghai Shanghai Property For-profit corporation 100% Merger and 0 0

Management Co. Ltd. acquisition

300XII Financial Report

IX. Interest in other entities (Continued)

1. Interest in subsidiaries (Continued)

(1) Constitution of the Group (Continued)

Principle Issued Issued

place of Place of Nature of Shareholding debt share

Name of subsidiary business incorporation business Type of legal person Direct Indirect Acquisition securities capital

Shandong Chenming Commercial Jinan Jinan Business For-profit corporation 100% Establishment 0 0

Factoring Co. Ltd factoring

Guangzhou Chenming Commercial Guangzhou Guangzhou Business For-profit corporation 51% Establishment 0 0

Factoring Co. Ltd. factoring

Jiangxi Chenming Tea Co. Ltd. Jiangxi Jiangxi Tea business For-profit corporation 100% Establishment 0 0

Zhanjiang Chenming Port Co. Ltd. Zhanjiang Zhanjiang Port services For-profit corporation 100% Establishment 0 0

Beijing Chenming Financial Leasing Beijing Beijing Financial For-profit corporation 100% Establishment 0 0

Co. Ltd. leasing

Chenming Paper United States Co. Ltd. the United the United Paper product For-profit corporation 100% Establishment 0 0

States States trading

Guangdong Chenming Panels Co. Ltd. Guangdong Guangdong Panels For-profit corporation 100% Establishment 0 0

Shanghai Chenming Pulp & Paper Sales Shanghai Shanghai Paper product For-profit corporation 100% Establishment 0 0

Co. Ltd. trading

Meilun (BVI) Limited Cayman Cayman Commerce For-profit corporation 100% Establishment 0 0

Weifang Chenming Growth Driver Weifang Weifang Fund For-profit corporation 79% Establishment 0 0

Replacement Equity Investment Fund

Partnership (Limited Partnership)

Nanjing Chenming Culture Nanjing Nanjing Marketing For-profit corporation 100% Establishment 0 0

Communication Co. Ltd.Chenming (Overseas) Limited Hong Kong Hong Kong Paper product For-profit corporation 100% Establishment 0 0

trading

Chenming (Singapore) Limited Singapore Singapore Paper product For-profit corporation 100% Establishment 0 0

trading

Kunshan Tuoan Plastic Products Kunshan Kunshan Rubber and For-profit corporation 100% Merger and 0 0

Co. Ltd. plastic acquisition

Hubei Changjiang Chenming Huanggang Huanggang Huanggang Fund For-profit corporation 59.97% Establishment 0 0

Equity Investment Fund Partnership

(Limited Partnership)

Hainan Chenming Technology Co. Ltd. Haikou Haikou Wholesale For-profit corporation 100% Establishment 0 0

and retail

2022 ANNUAL REPORT 301XII Financial Report

IX. Interest in other entities (Continued)

1. Interest in subsidiaries (Continued)

(1) Constitution of the Group (Continued)

Principle Issued Issued

place of Place of Nature of Shareholding debt share

Name of subsidiary business incorporation business Type of legal person Direct Indirect Acquisition securities capital

Foshan Chenming Import and Export Foshan Foshan Trading For-profit corporation 100% Establishment 0 0

Trade Co. Ltd.Shanghai Herui Investment Co. Ltd. Shanghai Shanghai Business For-profit corporation 100% Merger and 0 0

services acquisition

Hubei Huanggang Chenming Equity Huanggang Huanggang Capital market For-profit corporation 60% Establishment 0 0

Investment Fund Management services

Co. Ltd.Shandong Dingkun Asset Management Shouguang Shouguang Business services For-profit corporation 100% Establishment 0 0

Partnership (Limited Partnership)

Huanggang Chenming Paper Technology Huanggang Huanggang Paper making For-profit corporation 100% Establishment 0 0

Co. Ltd.Huanggang Chenming Port Co. Ltd. Huanggang Huanggang Port services For-profit corporation 51% Establishment 0 0

Huanggang Chenming Pulp & Fiber Huanggang Huanggang Trading For-profit corporation 100% Establishment 0 0

Trading Co. Ltd.Weifang Chendu Equity Investment Shouguang Shouguang Capital market For-profit corporation 79.75% Establishment 0 0

Partnership (Limited Partnership) services

Shanxi Fuyin Industrial Trading Co. Ltd. Taiyuan Taiyuan Wholesale and For-profit corporation 100% Acquisition 0 0

retail

Chongmin Culture Development Shanghai Shanghai Leasing and For-profit corporation 100% Acquisition 0 0

(Shanghai) Co. Ltd. business

services

Shouguang Meichen Energy Technology Shouguang Shouguang Electricity For-profit corporation 100% Establishment 0 0

Co. Ltd.

(2) Major non-wholly owned subsidiaries

Unit: RMB

Gain or loss Dividend to

attributable to minority interest

minority interest declared during Closing balance

Name of subsidiary Minority interest during the period the period of minority interest

Shouguang Chenming Art

Paper Co. Ltd. 25.00% 2558964.73 97853155.20

Shouguang Meilun Paper

Co. Ltd. 37.5136% 144054427.69 207029589.03 2496523309.62

Zhanjiang Chenming Pulp &

Paper Co. Ltd. 17.33% 3406584.20 31895890.42 1514063354.36

302XII Financial Report

IX. Interest in other entities (Continued)

1. Interest in subsidiaries (Continued)

(3) Key financial information of major non-wholly owned subsidiaries

Unit: RMB

Closing balance Opening balance

Non-current Current Non-current Non-current Current Non-current

Name of subsidiary Current assets assets Total assets liabilities liabilities Total liabilities Current assets assets Total assets liabilities liabilities Total liabilities

Shouguang Chenming Art

Paper Co. Ltd. 592821595.68 455020296.41 1047841892.09 656429271.34 656429271.34 664927705.80 499632230.38 1164559936.18 783383174.36 783383174.36

Shouguang Meilun Paper

Co. Ltd. 5271560197.74 10517781981.22 15789342178.96 5706873517.18 1592276073.16 7299149590.34 7009260465.11 10720374440.36 17729634905.47 7685982114.28 1735946459.15 9421928573.43

Zhanjiang Chenming Pulp &

Paper Co. Ltd. 12177003083.15 13209726474.81 25386729557.96 14522121479.88 1696026289.09 16218147768.97 11650935934.57 12965150000.41 24616085934.98 14550859440.02 1994649794.03 16545509234.05

Unit: RMB

Amount for the period Amount for the prior period

Total Total

comprehensive Cash flows from comprehensive Cash flows from

Name of subsidiary Revenue Net profit income operating activities Revenue Net profit income operating activities

Shouguang Chenming Art

Paper Co. Ltd. 695350440.98 10235858.93 10235858.93 140865909.67 689339213.30 -13823985.26 -13823985.26 -437908937.70

Shouguang Meilun Paper

Co. Ltd. 8877750999.39 384015682.06 384015682.06 1662815139.80 8705143361.05 244940482.34 244940482.34 1502100611.93

Zhanjiang Chenming Pulp

& Paper Co. Ltd. 12333411837.39 162214497.02 162810926.89 1863903466.34 13110229643.09 1093678580.62 1095525191.56 2993663137.46

2022 ANNUAL REPORT 303XII Financial Report

IX. Interest in other entities (Continued)

2. Transaction changing shareholding in but not causing to loss of control over subsidiaries

(1) Changing in shareholding in subsidiaries

The Company previously held 96.26% equity interest in Zhanjiang Chenming Pulp & Paper Co. Ltd. In

June 2022 Xiamen International Trade Industry Development Equity Investment Fund Partnership (LimitedPartnership) (“Xiamen International Trade “) made a unilateral capital contribution of RMB400 million toZhanjiang Chenming Pulp & Paper Co. Ltd. (“Zhanjiang Chenming”). Upon completion of the capital increase

its equity interest in Zhanjiang Chenming was 4.40% and the transaction did not result in the loss of control

over Zhanjiang Chenming by the Company. The transaction resulted in an increase in capital reserves of

RMB29.6768 million. In July 2022 BOCOM Financial Assets Investment Co. Ltd. and Jiaohui Chenming Zhuli(Suzhou) Emerging Industry Development Fund Partnership (Limited Partnership) (“BOCOM Investment andJiaohui Chenming Fund”) made a unilateral capital contribution of RMB1000 million to Zhanjiang Chenming.Upon completion of the capital increase its equity interest in Zhanjiang Chenming was 9.92% and the

transaction did not result in the loss of control over Zhanjiang Chenming by the Company. The transaction

resulted in an increase in capital reserves of RMB111.4059 million.

(2) Effect of the transactions on minority interest and equity attributable to the owners of the parent company

Unit: RMB

Capital contribution

Capital contribution into Zhanjiang

into Zhanjiang Chenming by

Chenming by BOCOM Investment

Xiamen International and Jiaohui

Trade Chenming Fund

Amount of capital increase 400000000.00 1000000000.00

Share of net assets of the Company after the capital

increase 7262988678.16 7323064813.76

Share of net assets of the Company before the capital

increase 7233311863.47 7211658911.37

Difference 29676814.69 111405902.39

Of which: Capital reserve adjustment 29676814.69 111405902.39

304XII Financial Report

IX. Interest in other entities (Continued)

3. Interest in joint arrangements or associates

(1) Major joint ventures and associates

Accounting method

Principle place Place of Shareholding for investment in joint

Name of joint venture and associate of business incorporation Nature of business Direct Indirect ventures or associates

I. Joint venture

Weifang Sime Darby West Port Co.Ltd. Weifang Weifang Port construction 50.00% Equity method

Shouguang Jintou Industrial

Investment Partnership (Limited

Partnership) Shouguang Shouguang Investment 49.57% Equity method

II. Associate

Ningbo Kaichen Huamei Equity

Investment Fund Partnership

(Limited Partnership) Ningbo Ningbo Investment 40.00% Equity method

Zhuhai Dechen New Third Board

Equity Investment Fund Company

(Limited Partnership) Zhuhai Zhuhai Investment 50.00% Equity method

Goldtrust Futures Co. Ltd. Changsha Changsha Futures 35.43% Equity method

Guangdong Nanyue Bank Co. Ltd. Guangdong Guangdong Bank 6.76% Equity method

2022 ANNUAL REPORT 305XII Financial Report

IX. Interest in other entities (Continued)

3. Interest in joint arrangements or associates (Continued)

(2) Key financial information of major joint ventures

Unit: RMB

Closing balance/ Opening balance/

amount for the period amount for the prior period

Weifang Sime Darby Weifang Sime Darby

West Port Co. Ltd. West Port Co. Ltd.Current assets 27197876.06 21774345.85

Of which: Cash and cash equivalents 4280737.42 7054019.11

Non-current assets 489392605.54 507959459.20

Total assets 516590481.60 529733805.05

Current liabilities 24865100.48 12094403.33

Non-current liabilities 357300969.89 377812252.49

Total liabilities 382166070.37 389906655.82

Net assets 134424411.23 139827149.23

Of which: Minority interest

Equity interest attributable to owners of the

parent company 134424411.23 139827149.23

Share of net assets based on shareholding 67212205.62 69913574.62

Adjustments

Of which: Others

Unrealised gain or loss arising from

intra-group transactions 7636365.12 7457424.13

Carrying amount of equity investment in joint

ventures 74848570.73 77370998.75

Revenue 64379368.80 62902209.91

Finance expenses 21287196.67 21543430.57

Income tax expenses

Net profit -5044856.04 -9145016.34

Total comprehensive income -5044856.04 -9145016.34

Dividends received from joint ventures during

the period

306XII Financial Report

IX. Interest in other entities (Continued)

3. Interest in joint arrangements or associates (Continued)

(2) Key financial information of major joint ventures (Continued)

Unit: RMB

Closing balance/ Opening balance/

amount for the period amount for the prior period

Shouguang Jintou Shouguang Jintou

Industrial Investment Industrial Investment

Partnership (Limited Partnership (Limited

Partnership) Partnership)

Current assets 1373114822.27 [* ]

Of which: Cash and cash equivalents 98300.08 [* ]

Non-current assets 992000000.00 [* ]

Total assets 2365114822.27 [* ]

Current liabilities 1000.00 [* ]

Non-current liabilities

Total liabilities 1000.00 [* ]

Net assets 2365113822.27 [* ]

Of which: Minority interest

Equity interest attributable to owners of the parent

company 2365113822.27 [* ]

Share of net assets based on shareholding 1172372731.02 [* ]

Adjustments

Of which: Others 1187625930.65 [* ]

Unrealised gain or loss arising from

intra-group transactions

Carrying amount of equity investment in joint

ventures 2359998661.67 [* ]

Revenue

Finance expenses 2699.92 [* ]

Income tax expenses

Net profit -2699.92 [* ]

Total comprehensive income -2699.92 [* ]

Dividends received from joint ventures during the

period

2022 ANNUAL REPORT 307XII Financial Report

IX. Interest in other entities (Continued)

3. Interest in joint arrangements or associates (Continued)

(3) Key financial information of major associates

Unit: RMB

Closing balance/ Opening balance/

amount for the period amount for the prior period

Ningbo Kaichen Huamei Ningbo Kaichen Huamei

Equity Investment Fund Equity Investment

Partnership (Limited Fund Partnership

Partnership) (Limited Partnership)

Current assets 4330644.90 4378938.81

Non-current assets 189276814.94 189276706.00

Total assets 193607459.84 193655644.81

Current liabilities 149740.00

Non-current liabilities

Total liabilities 149740.00

Net assets 193457719.84 193655644.81

Of which: Minority interest

Equity interest attributable to owners of the parent

company 193457719.84 193655644.81

Share of net assets based on shareholding 77379992.61 77459159.43

Adjustments

Of which: Goodwill

Others 119838326.16 119838326.16

Carrying amount of equity investment in associates 197218318.77 197297485.59

Fair value of equity investment where publicly

quoted prices exist

Revenue

Net profit -197924.97 -3131226.94

Net profit from discontinued operations

Other comprehensive income

Total comprehensive income -197924.97 -3131226.94

Dividends received from associates during the

period

308XII Financial Report

IX. Interest in other entities (Continued)

3. Interest in joint arrangements or associates (Continued)

(3) Key financial information of major associates (Continued)

Unit: RMB

Closing balance/ Opening balance/

amount for the period amount for the prior period

Zhuhai Dechen New Third Zhuhai Dechen New Third

Board Equity Investment Board Equity Investment

Fund Company (Limited Fund Company (Limited

Partnership) Partnership)

Current assets 42352069.89 7991295.94

Non-current assets 31213708.00 65956891.00

Total assets 73565777.89 73948186.94

Current liabilities 5000.00 5000.00

Non-current liabilities

Total liabilities 5000.00 5000.00

Net assets 73560777.89 73943186.94

Of which: Minority interest

Equity interest attributable to owners of the parent

company 73560777.89 73943186.94

Share of net assets based on shareholding 36776710.91 36967896.31

Adjustments

Of which: Goodwill

Others

Carrying amount of equity investment in associates 36776710.91 36967896.31

Fair value of equity investment where publicly

quoted prices exist

Revenue

Net profit -382409.05 -857132.26

Net profit from discontinued operations

Other comprehensive income

Total comprehensive income -382409.05 -857132.26

Dividends received from associates during the

period 15000000.00

2022 ANNUAL REPORT 309XII Financial Report

IX. Interest in other entities (Continued)

3. Interest in joint arrangements or associates (Continued)

(3) Key financial information of major associates (Continued)

Unit: RMB

Closing balance/ Opening balance/

amount for the period amount for the prior period

Goldtrust Futures Goldtrust Futures

Co. Ltd. Co. Ltd.Current assets 577035187.04 537410385.00

Non-current assets 297668426.77 248262317.12

Total assets 874703613.81 785672702.12

Current liabilities 665847237.87 556373303.71

Non-current liabilities 33761891.27 34269041.10

Total liabilities 699609129.14 590642344.81

Net assets 175094484.67 195030357.31

Of which: Minority interest

Equity interest attributable to owners of the parent company 175094484.67 195030357.31

Share of net assets based on shareholding 62035975.92 69099255.59

Adjustments

Of which: Goodwill 104073292.25 104073292.25

Others 12279914.66 12279914.66

Carrying amount of equity investment in associates 178389182.83 185452462.50

Fair value of equity investment where publicly quoted prices

exist

Revenue 47154604.43 103690500.67

Net profit -19368875.41 -9202201.83

Other comprehensive income

Total comprehensive income -19368875.41 -9202201.83

Dividends received from associates during the period

310XII Financial Report

IX. Interest in other entities (Continued)

3. Interest in joint arrangements or associates (Continued)

(3) Key financial information of major associates (Continued)

Unit: RMB

Closing balance/ Opening balance/

amount for the period amount for the prior period

Guangdong Nanyue Guangdong Nanyue

Bank Co. Ltd. Bank Co. Ltd.Current assets 153109778598.66 134934115453.54

Non-current assets 74753438649.12 72204594882.39

Total assets 227863217247.78 207138710335.93

Current liabilities 181929537932.08 164397178593.78

Non-current liabilities 26407317751.35 23586782719.67

Total liabilities 208336855683.43 187983961313.45

Net assets 19526361564.35 19154749022.48

Of which: Minority interest 65058817.68 68522745.46

Equity interest attributable to owners of the parent

company 19461302746.67 19086226277.02

Share of net assets based on shareholding 1314611000.54 1289274585.01

Adjustments

Of which: Goodwill

Others -5199696.88

Carrying amount of equity investment in associates 1314611000.54 1284074888.13

Fair value of equity investment where publicly

quoted prices exist

Revenue 2704071331.52 3263061517.88

Net profit 383800672.37 367289477.13

Other comprehensive income 9399591.65 91344112.09

Total comprehensive income 393200264.02 458633589.22

Dividends received from associates during the

period 28000000.00

2022 ANNUAL REPORT 311XII Financial Report

IX. Interest in other entities (Continued)

3. Interest in joint arrangements or associates (Continued)

(4) Summary financial information of non-major joint ventures and associates

Unit: RMB

Closing balance/ Opening balance/

amount for the period amount for the prior period

Joint ventures:

Total carrying amount of investment 108688888.42 21518994.58

Total amount of the following items based on

shareholding 3546106.10 486060.11

– Net profit 3546106.10 486060.11

– Other comprehensive income

– Total comprehensive income 3546106.10 486060.11

Associates:

Total carrying amount of investment 6482035.69 7488250.59

Total amount of the following items based on

shareholding 488367.55 -610886.24

– Net profit 488367.55 -610886.24

– Other comprehensive income

– Total comprehensive income 488367.55 -610886.24

X. Risk relating to financial instruments

Main financial instruments of the Group include monetary funds accounts receivable accounts receivable financing other

receivables non-current assets due within one year other current assets long-term receivables bills payable accounts

payable other payables short-term borrowings non-current liabilities due within one year long-term borrowings bonds

payable lease liabilities and long-term payables. Details of financial instruments refer to related notes. The risks associated

with these financial instruments and the risk management policies adopted by the Company to mitigate these risks are

described below. The management of the Company manages and monitors these exposures to ensure that the above risks

are controlled in a limited extent.

1. Risk management goals and policies

The Company aims to seek the appropriate balance between the risks and benefits in order to mitigate the adverse

effects on the Company’s financial performance from financial risk. Based on such objectives the Company’s risk

management policies are established to identify and analyse the risks faced by the Company to set appropriate risk

limits and devise corresponding internal control procedures and to monitor risks faced by the Company. Such risk

management policies and internal control systems are reviewed regularly to adapt to changes in market conditions

and the Company’s activities. The internal audit department of the Company undertakes both regular and ad-hoc

reviews of risk management controls and procedures.

312XII Financial Report

X. Risk relating to financial instruments (Continued)

1. Risk management goals and policies (Continued)

Risks associated with the financial instrument of the Company mainly include credit risk liquidity risk market risk

(including exchange rate risk interest rate risk and commodity price risk).The board of directors is responsible to plan and establish the Company’s risk management structure make risk

management policies and related guidelines and supervise the implementation of risk management. The Company

has already made risk management risks to identify and analyse risks that the Company face. These policies

mentioned specific risks covering market credit risk and liquidity risk etc. The Company regularly assesses market

environment and the operation of the Company changes to determine if to make alteration to risk management policy

and systems. The Company’s risk management is implemented by Risk Management Committee according to the

approval of the board of directors. The Risk Management Committee works closely with other business department of

the Company to identify evaluating and avoiding certain risks. The Company’s internal audit department will audit the

risk management control and procedures regularly and report the result to audit committee of the Company.The Company spreads risks through diverse investment and business lines and through making risk management

policy to reduce risks of single industry specific area and counterpart.

(1) Credit risk

Credit risk refers to risk associated with the default of contract obligation of a transaction counterparty resulting

in financial losses to the Company.The Company manages credit risk based category. Credit risks mainly arose from bank deposit bills receivable

accounts receivable other receivables and long-term receivables etc.The Company’s bank deposit mainly deposits in state-owned banks and other large and medium-sized listed

banks. The Company anticipated that the bank deposit does not have significant credit risk.For accounts receivables other receivables and long-term receivables the Company set related policies to

control exposure of credit risks. The Company evaluates client’s credit quality and set related credit period

based on the client’s financial status credit records and other factors such as current market situation etc. The

Company keeps monitor the client’s credit record and for client with deteriorate credit records the Company

will ensure the credit risk is under control in whole by means of written notice of payment collection shorten or

cancel credit period.The Company’s debtor spread over different industry and area. The Company continued to assess the credit

evaluation to receivables and purchase credit guarantee insurance if necessary.The biggest credit risk exposure of the Company is the carrying amount of each financial asset in the balance

sheet. The Company did not provide financial guarantee which resulted in credit risks.The amount of top 5 accounts receivable of the Company accounted for 30.43% (2021: 24.95%) of the

Company’s total accounts receivables. The amount of top 5 other receivable of the Company accounted for

64.05% (2021: 72.71%) of the Company’s total other receivables.

2022 ANNUAL REPORT 313XII Financial Report

X. Risk relating to financial instruments (Continued)

1. Risk management goals and policies (Continued)

(2) Liquidity risk

Liquidity risk refers to the risks that the Company will not be able to meet its obligations associated with its

financial liabilities that are settled by delivering cash or other financial assets.To manage the liquidity risk the Company monitors and maintains a level of cash and cash equivalents to

finance the Company’s operations and mitigate the effects of fluctuations in cash flows. The management of

the Company monitors the usage of bank borrowings and ensures compliance with the borrowing agreements.In the meantime we obtain commitments from major financial institutions to provide sufficient standby funds to

meet short-term and long-term funding needs.Operating cash of the Company was generated from capital and bank and other borrowings. As at 31

December 2022 the Company’s unused bank loan credit was RMB42790.5456 million (31 December 2021:

RMB42832.188 million).As at the end of the period the financial assets financial liabilities and off balance sheet guarantee held by the

Company are analysed by their maturity date as below at their remaining undiscounted contractual cash flows (in

RMB’0000):

Closing balance

Item Within 1 year 1 to 2 years 2 to 5 years Over 5 years Total

Financial assets:

Monetary funds 1400043.50 1400043.50

Accounts receivable 370056.08 370056.08

Accounts receivable financing 92496.04 92496.04

Other receivables 219982.47 219982.47

Long-term receivables 139749.85 34634.23 174384.08

Other current assets 79590.39 79590.39

Non-current assets due within one year 492071.00 492071.00

Total financial assets 2654239.48 139749.85 34634.23 2828623.56

Financial liabilities:

Short-term borrowings 3638504.83 3638504.83

Bills payable 312859.58 312859.58

Accounts payable 411496.68 411496.68

Other payables 185450.80 185450.80

Non-current assets due within one year 487609.74 487609.74

Long-term borrowings 102329.00 181247.82 114646.81 398223.63

Lease liabilities 408.73 1338.55 5485.00 7232.28

Long-term payables 169345.00 105959.87 59653.02 334957.89

Total financial liabilities and contingent

liabilities 5035921.63 272082.73 288546.24 179784.83 5776335.43

314XII Financial Report

X. Risk relating to financial instruments (Continued)

1. Risk management goals and policies (Continued)

(2) Liquidity risk (Continued)

As at the end of the prior year the financial assets financial liabilities and off-balance sheet guarantee held by

the Company are analysed by their maturity date as below at their remaining undiscounted contractual cash

flows (in RMB’0000):

Balance as at the end of the prior year

Item Within 1 year 1 to 2 years 2 to 5 years Over 5 years Total

Financial assets:

Monetary funds 1411978.29 1411978.29

Accounts receivable 310581.86 310581.86

Accounts receivable financing 43545.93 43545.93

Other receivables 278992.06 278992.06

Long-term receivables 201047.51 13929.67 214977.18

Other current assets 124691.54 124691.54

Non-current assets due within one year 684643.44 684643.44

Total financial assets 2854433.12 201047.51 13929.67 3069410.30

Financial liabilities:

Short-term borrowings 3352302.52 3352302.52

Bills payable 308951.23 308951.23

Accounts payable 387113.13 387113.13

Other payables 148257.58 148257.58

Non-current assets due within one year 694976.96 694976.96

Bonds payable 15500.00 15500.00

Long-term borrowings 124525.02 217524.54 185584.46 527634.02

Long-term payables 119406.55 107518.10 22500.00 249424.65

Lease liabilities 472.83 1942.75 5277.36 7692.94

Total financial liabilities and contingent

liabilities 4891601.42 259904.40 326985.39 213361.82 5691853.03

The financial liabilities disclosed above are based on cash flows that are not discounted and may differ from the

carrying amount of the line items of the balance sheet.Maximum guarantee amount for signed guarantee contracts does not represent the amount to be paid.

2022 ANNUAL REPORT 315XII Financial Report

X. Risk relating to financial instruments (Continued)

1. Risk management goals and policies (Continued)

(3) Market risk

Market risk includes interest rate risk and currency risk refers to the risk that the fair value or future cash flow of

a financial instrument will be fluctuated due to the changes in market price.Interest rate risk

Interest rate risk refers to the risk that the fair value or future cash flow of a financial instrument will be fluctuated

due to the floating rate. Interest rate risk arises from recognised interest-bearing financial instrument and

unrecognised financial instrument (e.g. loan commitments).The Company’s interest rate risk arises from long-term interest-bearing liabilities including long-term borrowing

and bonds payable. Financial liabilities issued at floating rate expose the Company to cash flow interest rate

risk. Financial liabilities issued at fixed rate expose the Company to fair value interest rate risk. The Company

determines the relative proportions of its fixed rate and floating rate contracts depending on the prevailing

market conditions and to maintain an appropriate combination of financial instruments at fixed rate and floating

rate through regular reviews and monitors.The Company continuously monitors the interest rate position of the Company. The Company did not enter

into any interest rate hedging arrangements. But the management is responsible to monitor the risks of interest

rate and consider to hedge significant interest risk if necessary. Increase in interest rates will increase the cost

of new borrowing and the interest expenses with respect to the Company’s outstanding floating rate interest-

bearing borrowings and therefore could have a material adverse effect on the Company’s financial result. The

management will make adjustments with reference to the latest market conditions. These adjustments may

include enter into interest swap agreement to mitigate its exposure to the interest rate risk.Interest bearing financial instrument held by the Company are as follows (in ten thousand RMB):

Balance for Balance for

Item the year the prior year

Financial instrument with fixed interest rate

Financial liabilities

Of which: Short-term borrowings 3638504.83 3352302.52

Long-term borrowings 398223.63 527634.02

Bonds payable 15500.00

Long-term borrowings due within one year 192074.82 258373.04

Bonds payable due within one year 35000.00 127063.69

Total 4263803.28 4280873.27

Financial instrument with float interest rate

Financial assets

Of which: Monetary funds 215596.89 316598.98

Total 215596.89 316598.98

316XII Financial Report

X. Risk relating to financial instruments (Continued)

1. Risk management goals and policies (Continued)

(3) Market risk (Continued)

Interest rate risk (Continued)

As at 31 December 2022 if the interest rates of borrowings at floating interest rates increase or decrease by

25 basis points with all other factors remain unchanged the Company’s net profit and shareholders’ equity will

increase or decrease by RMB105720100 (31 December 2021: RMB103457700).The financial instruments held by the Company at the reporting date expose the Company to fair value interest

rate risk. This sensitivity analysis as above has been determined assuming that the change in interest rates had

occurred at the reporting date and arisen from the recalculation of the above financial instrument issued at new

interest rates. The non-derivative tools issued at floating interest rate held by the Company at the reporting

date expose the Company to cash flow interest rate risk. The effect to the net profit and shareholder’s equity

illustrated in the sensitivity analysis as above is arisen from the effect to the annual estimate amount of interest

expenses or revenue at the floating interest rate. The analysis is performed on the same basis for prior year.Exchange rate risk

Exchange risk refers to the risk that the fair value or future cash flows of a financial instrument will be fluctuated

due to the changes in foreign currency rates. Foreign currency risk arises on financial instruments that are

denominated in a currency other than the functional currency in which they are measured.The principal business of the Company is situated within the PRC and is denominated in RMB. However

foreign exchange risks still exist for the assets and liabilities in foreign currencies and future foreign currency

transactions as recognised by the Company (assets and liabilities in foreign currencies and foreign currency

transactions are mainly denominated in US dollar Japanese yen South Korean Won Euro Hong Kong dollar

and British pound).The following table details the financial assets and liabilities held by the Company which denominated in foreign

currencies and amounted to RMB as at 31 December 2022 are as follows (in RMB ten thousands):

Liabilities denominated Asset denominated

in foreign currency in foreign currency

As at the As at the As at the As at the

end of the beginning of end of beginning of

Item period the period the period the period

USD 130604.70 361192.84 88289.61 67590.57

EUR 20033.37 1910.41 14744.91 3929.49

HKD 4055.52 100.71 69.89

KRW 7.04

JPY 768.90 812.91

GBP 1.37

Total 150638.07 367158.77 103905.50 72409.90

The Group continuously monitors the size of the Group’s foreign currency transactions and foreign currency

assets and liabilities to minimise the foreign exchange risks it faces and for this reason the Group may aim to

avoid foreign exchange risk by signing forward foreign exchange contracts or currency swap contracts.

2022 ANNUAL REPORT 317XII Financial Report

X. Risk relating to financial instruments (Continued)

1. Risk management goals and policies (Continued)

(3) Market risk (Continued)

Exchange rate risk (Continued)

With other variables unchanged the after-tax effect of the possible reasonable changes in the exchange rate of

foreign currency to RMB on the current profit and loss of the Company is as follows (in RMB ten thousands):

Increase (decrease) in after-tax profits Balance for the period Balance for the prior period

Increase in exchange rate of USD 5% -2115.75 5% -14680.11

Decrease in exchange rate of USD -5% 2115.75 -5% 14680.11

Increase in exchange rate of Euro 5% -264.42 5% 100.95

Decrease in exchange rate of Euro -5% 264.42 -5% -100.95

Other price risks

Other price risks refer to the risk of fluctuations caused by changes in market prices other than exchange rate

risks and interest rate risks whether arising from factors related to a single financial instrument or its issuer or

from factors related to all similar financial instruments traded on the market. Other price risks can stem from

changes in commodity prices stock market indexes equity instrument prices and other risk variables.Listed equity instrument investments held by the Company classified as financial assets held for trading other

non-current financial assets and other equity instrument investments are measured at fair value on the balance

sheet date. Therefore the Company is subject to the risk of changes in the securities market.The Company monitors closely the impact of price changes on the price risk of the Company’s investment

in equity securities. The Company has not taken any measures to avoid other price risks. However the

management is responsible for monitoring other price risks and will consider holding multiple equity securities

portfolios to reduce the price risk of equity securities investment when necessary.With other variables unchanged the after-tax effect of the change of -32.63% (last year: -42.52%) in equity

securities investment prices on the Company’s current profit and loss and other comprehensive income is as

follows (unit: RMB ten thousand):

Increase (decrease) in Increase (decrease) in other

after-tax profits comprehensive income

Balance for Balance for

Balance for the prior Balance for the prior

Item the period period the period period

Due to the rise in the price of equity securities

investment

Due to the decline in the price of equity securities

investment -3617.77 -8202.16

318XII Financial Report

X. Risk relating to financial instruments (Continued)

2. Capital management

The objective of the Company’s capital risk management is to safeguard the Company’s ability to continue as a going

concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal

capital structure to reduce the cost of capital.In order to maintain or adjust the capital structure the Company may adjust its financing methods adjust the number

of dividends paid to shareholders return capital to shareholders issue new shares or disposes assets to reduce its

liabilities.The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net liabilities divided by

total capital. As at 31 December 2022 the Company’s gearing ratio is 71.85% (31 December 2021: 72.76%).XI. Fair value disclosure

1. Fair value of assets and liabilities measured at fair value as at the end of the period

Based on the inputs of the lowest level that are of great significance to the measurement as a whole in the fair value

measurement the fair value can be categorised as:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.Level 2: Observable inputs other than the quoted market price of assets or liabilities in Level 1 either directly (the

prices) or indirectly (derived from prices).Level 3: Any input that is not based on observable market data (unobservable inputs) is used for assets or liabilities.

(1) Items and amounts measured at fair value

As at the end of the period assets and liabilities measured at fair value are listed as follows based on the three

hierarchies as set out above:

Unit: RMB

Fair value measurements categorised into

Item Level 1 Level 2 Level 3 Total

I. Continuous measurement of fair value

(i) Financial assets held for trading 74708444.88 74708444.88

1. Debt instruments investments

2. Equity instrument investments 74708444.88 74708444.88

(ii) Accounts receivable financing 924960384.16 924960384.16

(iii) Other non-current financial assets 786750761.62 786750761.62

(iv) Biological assets 1496607818.84 1496607818.84

1. Consumable biological assets 1496607818.84 1496607818.84

Total assets continuously measured at fair

value 74708444.88 3208318964.62 3283027409.50

2022 ANNUAL REPORT 319XII Financial Report

XI. Fair value disclosure (Continued)

2. Quantitative information about significant unobservable inputs used in the level 3 fair value

measurement that are significant

Unit: RMB

Fair value as at the

Item end of the period Valuation techniques Unobservable inputs Range

Equity instrument investments:

Shandong Hongqiao Venture Capital Co. Ltd. 77860000.00 Cost method

Consumable biological assets:

Forestry 1496607818.84 Replacement cost Cost per mu for the first year of 854.36(RMB/tonne)

method Eucalyptus

Cost per mu for the first year of 627.52(RMB/tonne)

Pines

Roll back method of Unit price per tonne of Eucalyptus 575.00(RMB/tonne)

market price wood

Unit price per tonne of wet pine 585.00(RMB/tonne)

Unit price per tonne of fir wood 695.00(RMB/tonne)

XII. Related parties and related party transactions

1. Parent company of the Company

Shareholding of the Voting right of the

Place of parent company parent company

Name of parent company incorporation Business Business nature Registered capital in the Company in the Company

Chenming Holdings Co. Ltd. Shouguang Investment in manufacture of paper electricity 1238787700 27.57% 27.57%

steam and arboriculture

The ultimate controller of the Company is Shouguang State-owned Assets Supervision and Administration Office.

2. Subsidiaries of the Company

For details of the Company’s subsidiaries please refer to Note IX. 1.

320XII Financial Report

XII. Related parties and related party transactions (Continued)

3. Joint ventures and associates of the Company

For details of material joint ventures and associates of the Company please refer to Note IX. 3.Balance of related party transaction between the Company and its joint ventures or associates during the period or

prior periods are as follows:

Name of joint ventures or associates Relation

Weifang Sime Darby West Port Co. Ltd. A joint venture of the Company

Shouguang Meite Environmental Technology Co. Ltd. A joint venture of the Company

Weifang Xingxing United Chemical Co. Ltd. A joint venture of the Company

Shouguang Chenming Huisen New-style Construction A joint venture of the Company

Materials Co. Ltd.Chenming (Qingdao) Asset Management Co. Ltd. An associate of the Company

Guangdong Nanyue Bank Co. Ltd. An associate of the Company

Xuchang Chenming Paper Co. Ltd. An associate of the Company

4. Other related parties

Name of other related parties Relation

Shouguang Huixin Construction Materials Co. Ltd. A subsidiary of a company invested by the Directors

and Senior Management of the Company

Lide Technology Co. Ltd. A subsidiary of a company invested by the Directors

and Senior Management of the Company

Anhui Time Source Corporation Other investee of the Company

Chen Hongguo Hu Changqing Li Xingchun Li Weixian Key management personnel of the Company

Li Xueqin Li Feng Dong Lianming Yuan Xikun

Li Zhenzhong Li Mingtang Ge Guangming Li Kang

Qiu Lanju and Sang Ailing

2022 ANNUAL REPORT 321XII Financial Report

XII. Related parties and related party transactions (Continued)

5. Related party transactions

(1) Purchase and sales of goods and rendering and receiving services

Table on purchase of goods/receiving of services

Unit: RMB

Whether the

transaction

Details of related Amount for Transaction facility is Amount for

Related party party transaction the period facility approved exceeded the prior period

Weifang Sime Darby West Port miscellaneous

Port Co. Ltd. expenses 63328942.04 100000000.00 No 64351915.96

Table on sales of goods/providing of services

Unit: RMB

Details of related party Amount for Amount for

Related party transaction the period the prior period

Shouguang Chenming Huisen

New-style Construction Materials

Co. Ltd. Sales of electricity and steam 18254341.50 9729537.52

Shouguang Huixin Construction

Materials Co. Ltd. Sales of cement coal oil etc. 190846.21 2686019.84

Related party transactions regarding purchase and sale of goods and provision and receipt of services.

(2) Related party leaasing

The Company as lessor:

Unit: RMB

Lease income Lease income

recognised recognised

for the current for the previous

Name of lessee Type of leased asset period period

Shouguang Meite Environmental

Technology Co. Ltd. Housing 1467889.91 1467889.91

Chenming (Qingdao) Asset Management

Co. Ltd. Housing 769053.72 297247.72

Lide Technology Co. Ltd. Housing 1795618.08 1239653.23

Shouguang Chenming Huisen New-style

Construction Materials Co. Ltd. Land 220183.49 220183.49

Shouguang Huixin Construction

Materials Co. Ltd. Land 123853.21 135000.00

322XII Financial Report

XII. Related parties and related party transactions (Continued)

5. Related party transactions (Continued)

(3) Related party guarantee

The Company as guarantor

Unit: RMB

Whether

performance

Amount under Commencement Expiry date of guarantee

Party being guaranteed guarantee date of guarantee of guarantee is completed

Chenming (HK) Limited 28181785.95 2022-9-26 2023-3-17 No

Chenming (HK) Limited 28722558.44 2022-9-26 2023-3-17 No

Chenming (HK) Limited 25525790.82 2022-9-26 2023-3-17 No

Chenming (HK) Limited 11960788.56 2022-9-26 2023-3-17 No

Chenming (HK) Limited 10479767.45 2022-9-28 2023-3-17 No

Chenming (HK) Limited 15123876.51 2022-9-29 2023-3-17 No

Chenming (HK) Limited 7644387.86 2022-9-29 2023-3-17 No

Chenming (HK) Limited 26514474.71 2022-10-10 2023-3-17 No

Chenming (HK) Limited 19961569.69 2022-10-14 2023-3-17 No

Chenming (HK) Limited 63935028.00 2022-3-17 2023-3-7 No

Hainan Chenming Technology Co. Ltd. 50000000.00 2022-5-16 2023-5-16 No

Hainan Chenming Technology Co. Ltd. 30000000.00 2022-9-20 2023-9-20 No

Huanggang Chenming Pulp & Paper Co. Ltd. 90000000.00 2022-5-19 2023-5-18 No

Huanggang Chenming Pulp & Paper Co. Ltd. 20000000.00 2022-4-22 2023-4-21 No

Huanggang Chenming Pulp & Paper Co. Ltd. 30000000.00 2022-7-27 2023-7-26 No

Huanggang Chenming Pulp & Paper Co. Ltd. 45000000.00 2022-8-19 2023-8-18 No

Huanggang Chenming Pulp & Paper Co. Ltd. 200000000.00 2022-8-24 2023-8-23 No

Huanggang Chenming Pulp & Paper Co. Ltd. 200000000.00 2022-12-23 2023-12-22 No

Huanggang Chenming Pulp & Paper Co. Ltd. 20000000.00 2022-8-17 2023-8-17 No

Huanggang Chenming Pulp & Paper Co. Ltd. 50000000.00 2022-9-27 2023-9-26 No

Huanggang Chenming Pulp & Paper Co. Ltd. 50000000.00 2022-10-13 2023-10-13 No

Jilin Chenming Paper Co. Ltd. 98580000.00 2022-11-14 2023-5-10 No

Jilin Chenming Paper Co. Ltd. 18000000.00 2022-5-23 2023-5-8 No

Jiangxi Chenming Paper Co. Ltd. 2000000.00 2022-1-19 2023-1-18 No

Jiangxi Chenming Paper Co. Ltd. 28000000.00 2022-2-14 2023-1-18 No

Jiangxi Chenming Paper Co. Ltd. 150000000.00 2022-2-22 2023-2-21 No

Jiangxi Chenming Paper Co. Ltd. 94450000.00 2022-3-16 2023-3-15 No

Jiangxi Chenming Paper Co. Ltd. 99000000.00 2022-3-19 2023-3-18 No

Jiangxi Chenming Paper Co. Ltd. 10000000.00 2022-3-31 2023-3-31 No

Jiangxi Chenming Paper Co. Ltd. 70000000.00 2022-4-25 2023-4-24 No

Jiangxi Chenming Paper Co. Ltd. 49000000.00 2022-4-25 2023-4-24 No

Jiangxi Chenming Paper Co. Ltd. 270000000.00 2022-5-19 2023-5-17 No

2022 ANNUAL REPORT 323XII Financial Report

XII. Related parties and related party transactions (Continued)

5. Related party transactions (Continued)

(3) Related party guarantee (Continued)

Whether

performance

Amount under Commencement Expiry date of guarantee

Party being guaranteed guarantee date of guarantee of guarantee is completed

Jiangxi Chenming Paper Co. Ltd. 73000000.00 2022-5-27 2023-5-26 No

Jiangxi Chenming Paper Co. Ltd. 80000000.00 2022-6-17 2023-6-16 No

Jiangxi Chenming Paper Co. Ltd. 10000000.00 2022-6-14 2023-6-12 No

Jiangxi Chenming Paper Co. Ltd. 20000000.00 2022-6-21 2023-6-16 No

Jiangxi Chenming Paper Co. Ltd. 28317695.39 2022-6-24 2023-6-20 No

Jiangxi Chenming Paper Co. Ltd. 250000000.00 2022-6-27 2023-6-24 No

Jiangxi Chenming Paper Co. Ltd. 100000000.00 2022-6-30 2023-6-30 No

Jiangxi Chenming Paper Co. Ltd. 300000000.00 2022-7-1 2023-6-19 No

Jiangxi Chenming Paper Co. Ltd. 1682304.61 2022-8-9 2023-6-20 No

Jiangxi Chenming Paper Co. Ltd. 10000000.00 2022-8-10 2023-8-7 No

Jiangxi Chenming Paper Co. Ltd. 10000000.00 2022-8-29 2023-8-28 No

Jiangxi Chenming Paper Co. Ltd. 10000000.00 2022-8-30 2023-8-28 No

Jiangxi Chenming Paper Co. Ltd. 12100000.00 2022-9-29 2023-3-28 No

Jiangxi Chenming Paper Co. Ltd. 10000000.00 2022-9-9 2023-9-4 No

Jiangxi Chenming Paper Co. Ltd. 20893800.00 2022-7-18 2023-1-18 No

Jiangxi Chenming Paper Co. Ltd. 15400000.00 2022-12-20 2023-6-18 No

Jiangxi Chenming Paper Co. Ltd. 20000000.00 2022-12-29 2023-6-28 No

Jiangxi Chenming Paper Co. Ltd. 1500000.00 2022-12-29 2023-6-28 No

Shandong Chenming Paper Sales Co. Ltd. 459968037.61 2022-4-7 2023-4-3 No

Shandong Chenming Paper Sales Co. Ltd. 290687996.31 2022-8-16 2023-2-13 No

Shandong Chenming Paper Sales Co. Ltd. 150000000.00 2022-8-19 2023-8-22 No

Shandong Chenming Paper Sales Co. Ltd. 100000000.00 2022-9-16 2023-9-19 No

Shandong Chenming Paper Sales Co. Ltd. 80000000.00 2022-9-16 2023-9-19 No

Shandong Chenming Paper Sales Co. Ltd. 165854444.58 2022-10-9 2023-10-8 No

Shandong Chenming Paper Sales Co. Ltd. 379780113.16 2022-10-9 2023-10-8 No

Shandong Chenming Paper Sales Co. Ltd. 160000000.00 2022-12-23 2023-12-18 No

Shandong Chenming Paper Sales Co. Ltd. 260000000.00 2022-12-23 2023-12-18 No

Shanghai Chenming Pulp & Paper Sales Co. Ltd. 10000000.00 2022-5-31 2023-5-31 No

Shanghai Chenming Pulp & Paper Sales Co. Ltd. 80000000.00 2022-6-1 2023-5-22 No

Shanghai Chenming Pulp & Paper Sales Co. Ltd. 10000000.00 2022-6-2 2023-5-22 No

Shanghai Chenming Pulp & Paper Sales Co. Ltd. 30000000.00 2022-7-27 2023-1-27 No

Shanghai Chenming Pulp & Paper Sales Co. Ltd. 5000000.00 2022-10-26 2023-10-25 No

Shouguang Chenming Import and Export Trade Co. Ltd. 100000000.00 2022-1-14 2023-1-13 No

Shouguang Meilun Paper Co. Ltd. 49000000.00 2022-4-30 2023-4-18 No

Shouguang Meilun Paper Co. Ltd. 79759923.64 2022-7-6 2023-7-3 No

Shouguang Meilun Paper Co. Ltd. 197973928.22 2022-7-8 2023-1-4 No

Shouguang Meilun Paper Co. Ltd. 72196664.05 2022-7-21 2023-1-17 No

324XII Financial Report

XII. Related parties and related party transactions (Continued)

5. Related party transactions (Continued)

(3) Related party guarantee (Continued)

Whether

performance

Amount under Commencement Expiry date of guarantee

Party being guaranteed guarantee date of guarantee of guarantee is completed

Shouguang Meilun Paper Co. Ltd. 44000000.00 2022-7-31 2023-7-30 No

Shouguang Meilun Paper Co. Ltd. 285000000.00 2022-7-22 2023-1-18 No

Shouguang Meilun Paper Co. Ltd. 125627758.08 2022-7-27 2023-1-28 No

Shouguang Meilun Paper Co. Ltd. 100164057.08 2022-7-29 2023-7-24 No

Shouguang Meilun Paper Co. Ltd. 162657651.11 2022-12-16 2023-6-16 No

Shouguang Meilun Paper Co. Ltd. 131457656.70 2022-12-8 2023-6-7 No

Shouguang Meilun Paper Co. Ltd. 20000000.00 2022-8-31 2023-8-31 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 80000000.00 2022-1-13 2023-1-12 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 63000000.00 2022-1-20 2023-1-20 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 125000000.00 2022-1-21 2023-1-20 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 5000000.00 2022-1-27 2023-1-26 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 40000000.00 2022-1-30 2023-1-26 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 200000000.00 2022-2-15 2023-2-14 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 70000000.00 2022-2-22 2023-2-21 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 20000000.00 2022-3-3 2023-3-2 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 30040000.00 2022-3-22 2023-3-10 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 50000000.00 2022-3-16 2023-3-15 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 50000000.00 2022-3-7 2023-3-2 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 20000000.00 2022-4-21 2023-4-11 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 43000000.00 2022-4-27 2023-4-21 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 50000000.00 2022-5-7 2023-4-28 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 26000000.00 2022-5-13 2023-5-10 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 167000000.00 2022-5-12 2023-5-12 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 70000000.00 2022-6-24 2023-6-23 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 48500000.00 2022-6-28 2023-6-10 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 50000000.00 2022-7-22 2023-7-14 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 81200000.00 2022-7-26 2023-6-14 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 65000000.00 2022-7-21 2023-7-20 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 100000000.00 2022-8-9 2023-8-8 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 100000000.00 2022-8-12 2023-8-11 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 50000000.00 2022-8-19 2023-2-10 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 200000000.00 2022-8-12 2023-2-8 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 100000000.00 2022-8-17 2023-8-16 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 67000000.00 2022-8-18 2023-8-17 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 59000000.00 2022-8-19 2023-8-18 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 50000000.00 2022-9-14 2023-9-13 No

2022 ANNUAL REPORT 325XII Financial Report

XII. Related parties and related party transactions (Continued)

5. Related party transactions (Continued)

(3) Related party guarantee (Continued)

Whether

performance

Amount under Commencement Expiry date of guarantee

Party being guaranteed guarantee date of guarantee of guarantee is completed

Zhanjiang Chenming Pulp & Paper Co. Ltd. 45000000.00 2022-9-22 2023-3-15 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 100000000.00 2022-10-9 2023-10-8 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 47000000.00 2022-10-25 2024-10-19 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 60000000.00 2022-10-18 2023-10-17 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 30000000.00 2022-11-7 2023-11-6 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 200000000.00 2022-11-10 2023-5-9 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 50000000.00 2022-11-16 2023-11-15 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 80000000.00 2022-11-18 2023-5-19 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 50000000.00 2022-11-29 2023-11-28 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 230000000.00 2022-12-9 2023-6-7 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 40000000.00 2022-12-6 2023-6-3 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 41500000.00 2022-12-14 2023-6-12 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 67000000.00 2022-12-22 2023-6-20 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 40200000.00 2022-12-22 2023-6-20 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 47382000.00 2022-12-21 2023-12-8 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 80002452.97 2022-10-12 2023-3-26 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 12035031.47 2022-11-30 2023-2-28 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 78000000.00 2020-10-16 2023-10-15 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 113000000.00 2020-11-11 2023-11-10 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 98000000.00 2020-12-10 2023-12-9 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 99000000.00 2021-1-5 2024-1-4 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 140000000.00 2021-12-23 2023-12-23 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 95000000.00 2022-6-17 2025-6-16 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 95000000.00 2022-6-17 2025-6-16 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 95000000.00 2022-5-31 2024-5-30 No

Zhanjiang Chenming Pulp & Paper Co. Ltd. 50000000.00 2022-1-26 2023-12-22 No

Shouguang Meilun Paper Co. Ltd. 304000000.00 2020-12-4 2023-10-30 No

Wuhan Chenming Hanyang Paper Holdings Co. Ltd 6000000.00 2020-12-4 2023-10-30 No

Huanggang Chenming Pulp & Paper Co. Ltd. 200000000.00 2020-12-4 2023-10-30 No

Weifang Sime Darby West Port Co. Ltd. 114800000.00 2017-12-20 2027-12-20 No

Total 11221761542.97

326XII Financial Report

XII. Related parties and related party transactions (Continued)

5. Related party transactions (Continued)

(4) Related party lending and borrowing

Unit: RMB

Commencement

Related party Borrowing amount date Expiry date Description

Borrowing

Chenming Holdings Co. Ltd. 235000000.00 2022-1-1 2022-12-31 Controlling

shareholder

Guangdong Nanyue Bank Co. Ltd. 1909100000.00 2022-1-1 2022-12-31 Associate

(5) Remuneration of key management staff

The Company has 24 key management staff for the period and 24 for the prior period. The remuneration

payment is as follows:

Unit: RMB’0000

Amount during Amount during

Item the period the prior period

Remuneration of key management staff 2752.06 3051.59

(6) Other related party transactions

* Distribution band of remuneration of key management staff

Amount during Amount during

the year the prior year

Band of annual remuneration (RMB’0000) (RMB’0000)

Total 2752.06 3051.59

Of which: (number of staff in each band of amount)

RMB4.80-5.20 million 1 2

RMB4.00-4.80 million

RMB3.60-4.00 million

RMB3.20-3.60 million 1 1

RMB2.80-3.20 million 2

RMB2.40-2.80 million 1

RMB2.00-2.40 million 1 1

RMB1.60-2.00 million 5 2

RMB1.20-1.60 million 1

RMB0.80-1.20 million 3

Below RMB0.80 million 14 13

2022 ANNUAL REPORT 327XII Financial Report

XII. Related parties and related party transactions (Continued)

5. Related party transactions (Continued)

(6) Other related party transactions (Continued)

* Breakdown of remuneration of key management staff

Amount during the year (RMB’0000)

Social welfare contribution

Salaries Of which:

allowances Social Pension Housing Total

Key management staff Fees and benefits Bonuses insurance insurance fund (RMB’0000)

Yin Meiqun 20.00 20.00

Yang Biao 20.00 20.00

Sun Jianfei 20.00 20.00

Li Zhihui 10.00 10.00

Subtotal of independent

non-executive Directors 70.00 70.00

Li Chuanxuan 20.00 20.00

Han Tingde 20.00 20.00

Subtotal of non-executive

Directors 40.00 40.00

Chen Hongguo 352.24 6.22 3.95 1.53 359.99

Hu Changqing 216.85 6.22 3.95 1.58 224.65

Li Xingchun 480.00 480.00

Li Feng 187.28 6.22 3.95 1.53 195.03

Li Weixian 240.81 10.54 6.26 4.69 256.04

Subtotal of executive Directors 1477.18 29.20 18.11 9.33 1515.71

Li Kang 59.20 6.23 3.95 1.53 66.96

Pan Ailing 10.00 10.00

Zhang Hong 10.00 10.00

Qiu Lanju 54.86 6.16 3.82 1.53 62.55

Sang Ailing 18.00 3.65 2.28 0.85 22.50

Total of Supervisors 152.06 16.04 10.05 3.91 172.01

Subtotal of other Senior

Management members 904.93 39.61 24.88 9.80 954.34

Total 2644.17 84.85 53.04 23.04 2752.06

328XII Financial Report

XII. Related parties and related party transactions (Continued)

5. Related party transactions (Continued)

(6) Other related party transactions (Continued)

* Breakdown of remuneration of key management staff (Continued)

Amount during the prior year (RMB’0000)

Social insurance

Salaries Of which:

allowances Social Pension Housing Total

Key management staff Fees and benefits Bonuses insurance insurance fund (RMB’0000)

Yin Meiqun 20.00 20.00

Yang Biao 20.00 20.00

Sun Jianfei 20.00 20.00

Subtotal of independent

non-executive Directors 60.00 60.00

Li Chuanxuan 20.00 20.00

Han Tingde 20.00 20.00

Subtotal of non-executive Directors 40.00 40.00

Chen Hongguo 491.92 5.66 3.57 1.42 499.00

Hu Changqing 340.98 7.06 4.47 1.96 350.00

Li Xingchun 480.00 480.00

Li Feng 288.90 5.66 3.57 1.42 295.98

Subtotal of executive Directors 1601.80 18.38 11.61 4.80 1624.98

Li Kang 93.42 5.73 3.60 1.42 100.57

Pan Ailing 10.00 10.00

Zhang Hong 10.00 10.00

Qiu Lanju 53.25 5.76 3.60 0.97 59.98

Sang Ailing 20.71 3.53 2.24 0.63 24.87

Li Xinggui 2.43 0.76 0.48 0.22 3.41

Total of Supervisors 189.81 15.78 9.92 3.24 208.83

Subtotal of other Senior

Management

members 1071.25 38.32 24.46 8.21 1117.78

Total 2962.86 72.48 45.99 16.25 3051.59

Note: Social welfare contribution includes basic pension insurance medical insurance work-related injury insurance maternity

insurance and unemployment insurance.

2022 ANNUAL REPORT 329XII Financial Report

XII. Related parties and related party transactions (Continued)

5. Related party transactions (Continued)

(6) Other related party transactions (Continued)

* The 5 highest paid individuals of the Company during the year comprised of 5 Directors.A. Remuneration of the five highest paid individuals

Amounts during Amounts during

the period the prior year

Item (RMB’0000) (RMB’0000)

Salaries allowances and benefits 1477.18 1904.07

Housing provident fund 9.33 5.48

Social welfare contribution 29.20 25.93

Of which: Pension insurance 18.11 16.37

Total 1515.71 1935.48

B. Distribution band of remuneration of the five highest paid individuals

Number of individuals Number of individuals

Band of annual remuneration during the year during the prior year

RMB4.80-5.20 million 1 2

RMB3.20-3.60 million 1 1

RMB2.80-3.20 million 2

RMB2.40-2.80 million 1

RMB2.00-2.40 million 1

RMB1.60-2.00 million 1

RMB1.20-1.60 million

* For the financial year ended 31 December 2022 no other bonuses which are discretionary or are based

on the Company’s the Company’s or any member of the Company’s performance were paid to or

receivable by the 5 highest paid individuals and no other emoluments were paid by the Company to the

Directors of the Company and the 5 highest paid individuals as an inducement to join or upon joining the

Company or as compensation for loss of office. None of the Directors waived any emoluments during the

year.

330XII Financial Report

XII. Related parties and related party transactions (Continued)

6. Related party accounts receivable and accounts payable

(1) Accounts receivables

Unit: RMB

Closing balance Opening balance

Bad debt Bad debt

Item Related party Book balance provision Book balance provision

Accounts receivable Shouguang Chenming Huisen Newstyle 1856833.50 1392.06

Construction Materials Co. Ltd.Accounts receivable Shouguang Meite Environmental 6782462.48 1774117.95

Technology Co. Ltd.Accounts receivable Jiangxi Chenming Port Co. Ltd. 109385.42 –

Other receivables Weifang Sime Darby West Port Co. Ltd. 71722249.85 3755227.15 80667961.32 7423984.26

Other receivables Shouguang Meite Environmental 18291242.68 1779523.20 22740159.32 21348.76

Technology Co. Ltd.Other receivables Xuchang Chenming Paper Co. Ltd. 327400.00 6791.28

Payments in advance Shouguang Meite Environmental 6370726.99

Technology Co. Ltd.

(2) Accounts payable

Unit: RMB

Item Related party Closing balance Opening balance

Accounts payable Weifang Sime Darby West Port Co. Ltd. 19479518.82 7609782.51

Accounts payable Weifang Xingxing United Chemical 26905494.34 26905494.34

Co. Ltd.Other payables Weifang Xingxing United Chemical 16860000.00 16860000.00

Co. Ltd.Other payables Lide Technology Co. Ltd. 508619.46 508619.46

Other payables Chenming (Qingdao) Asset Management 116656.55 115633.42

Co. Ltd.Contract liabilities Anhui Time Source Corporation 1570.10

Contract liabilities Shouguang Huixin Construction 20000.00

Materials Co. Ltd.Payments in advance Chenming (Qingdao) Asset Management 2000.00 49539.63

Co. Ltd.

2022 ANNUAL REPORT 331XII Financial Report

XII. Related parties and related party transactions (Continued)

6. Related party accounts receivable and accounts payable (Continued)

(3) Deposits with related parties

Unit: RMB

Item Related party Closing balance Opening balance

Bank deposit Guangdong Nanyue Bank Co. Ltd. 10069515.51 42791.18

Other monetary funds Guangdong Nanyue Bank Co. Ltd. 927400000.00 1219300000.00

(4) Loans from related parties

Unit: RMB

Item Related party Closing balance Opening balance

Short-term borrowings Guangdong Nanyue Bank Co. Ltd. 1909100000.00 2201000000.00

332XII Financial Report

XIII. Share-based payment

1. General information of share-based payment

√ Applicable □ Not applicable

Unit: RMB

Total equity instruments of the Company granted during the period 0

Total exercised equity instruments of the Company during the period 0

Total invalid equity instruments of the Company during the period 24176200.00

Range of exercise prices and contractual remaining period for share options issued See explanation

by the Company at the end of the period for details

Range of exercise prices and remaining contractual maturity of other equity instruments

issued by the Company at the end of the period

Other explanation:

Other explanation: On 29 May 2020 the Resolution on the Matters Relating to Adjustments to the 2020 Restricted

A Share Incentive Scheme of the Company and the Resolution in Relation to the Grant of Restricted Shares to the

Participants were considered and approved at the tenth extraordinary meeting of ninth session of the Board and the

fifth extraordinary meeting of the ninth session of the Supervisory Committee of the Company by which 79.60 million

restricted shares were granted. The grant date was 29 May 2020 and the fair value of the restricted shares was the

ex-rights price of the shares on the grant date. The Restricted Shares to be granted under the Incentive Scheme were

“granted once and unlocked in batches”. For the period commencing from the first trading day after expiry of the

24-month period from the date on which the registration of the grant of the Restricted Shares is completed and ending

on the last trading day of the 36-month period from the date on which the registration of the grant of the Restricted

Shares is completed 40% of the Restricted Shares will be unlocked; for the period commencing from the first trading

day after expiry of the 36-month period from the date on which the registration of the grant of the Restricted Shares

is completed and ending on the last trading day of the 48-month period from the date on which the registration

of the grant of the Restricted Shares is completed 30% of the Restricted Shares will be unlocked; for the period

commencing from the first trading day after expiry of the 48-month period from the date on which the registration

of the grant of the Restricted Shares is completed and ending on the last trading day of the 60-month period from

the date on which the registration of the grant of the Restricted Shares is completed 30% of the Restricted Shares

will be unlocked. Meanwhile during the three accounting years from 2021 to 2023 the Restricted Shares granted

under the Incentive Scheme shall be subject to annual performance appraisal for unlocking (for details of specific

performance evaluation conditions please refer to the announcement of the Company). The Company estimated that

the performance indicators for 2022 cannot be fulfilled and the corresponding second batch of the 30% Restricted

Shares cannot be unlocked. In addition 27006200 shares lapsed due to the resignation of some Senior Management

members. 4460000 shares were actually repurchased and completed for cancellation during the period.

2022 ANNUAL REPORT 333XII Financial Report

XIII. Share-based payment (Continued)

2. Equity-settled share-based payment

√ Applicable □ Not applicable

Unit: RMB

The method of determining the fair value of equity instrument on the grant date Ex-right price of

grant of share

Basis for determining the quantity of exercisable equity instruments See explanation

for details

Reasons for significant difference between the current estimate and previous estimate None

Accumulated amount of equity-settled share-based payment included in the capital reserve 86165601.92

Total amount of equity-settled share-based payment recognised in the current period 1121804.80

Other explanation: At each balance sheet date during the vesting period the Company based on the latest

information such as the latest update on the change in the number of entitled employees will make best estimates

to adjust the expected number of equity instruments that can be vested. As at the exercise date the final estimated

number of exercisable equity instruments should equal the actual number of exercisable equity instruments.XIV. Undertaking and contingency

1. Significant commitments

Significant commitments as at the balance sheet date

Unit: RMB

Capital commitments contracted for but not yet necessary

to be recognised on the balance sheet Closing balance Opening balance

Commitments in relation to acquisition and construction of

long-term assets 184833000.27 181254971.61

334XII Financial Report

XIV. Undertaking and contingency (Continued)

2. Other commitmentsIn 2022 the Company entered into a restructuring agreement with Chongqing International Trust Inc. (“ChongqingTrust”) Dongxing Securities Investment Co. Ltd. (“Dongxing Investment”) and Chenming (Qingdao) Asset

Management Co. Ltd. (“Chenming Asset Management”) for the issuance of shares and payment of cash for the

acquisition of assets. Pursuant to the relevant agreement the Company intended to acquire 1.19% equity interest in

Shouguang Meilun Paper Co. Ltd. held by Dongxing Investment and 44.44% limited partnership interest and 0.22%

general partnership interest in Weifang Chenrong Growth Driver Replacement Equity Investment Fund Partnership(Limited Partnership) (“Chenrong Fund“) by means of issuance of shares and payment of cash. For the details of thetransaction price the issuance size and the lock-up period arrangement for the issue of shares please refer to the

Company’s disclosure on CNINFO on 28 February 2023.Whether the transaction can obtain approval or authorisation from the Shenzhen Stock Exchange or the CSRC is

uncertain. There is also uncertainty as to the time when the final approval or authorisation will be obtained.

3. Contingency

As at 31 December 2022 the Company had no contingent items such as outstanding litigation and external

guarantees that should be disclosed.XV. Post-balance sheet event

As of 30 March 2023 the Company has no undisclosed event that should be disclosed after the balance sheet date.XVI. Other material matters

1. Segment information

(1) Basis for determination and accounting policies

According to the Company’s internal organisational structure management requirements and internal reporting

system the Company’s operating business is divided into 4 reporting segments. These report segments are

determined based on the financial information required by the company’s daily internal management. The

management of the Group regularly evaluates the operating results of these reporting segments to determine

the allocation of resources to them and evaluate their performance.The Company’s reporting segments include:

(1) Machine paper segment which is responsible for production and sales of machine paper;

(2) Financial services segment which provides financial services;

(3) Hotels and property rentals segment which is responsible for hotel services and property rental;

(4) Other segments which is responsible for the above segments otherwise.

The transfer prices of the transfer transactions between the Company’s segments are based on market prices.Segment report information is disclosed in accordance with the accounting policies and measurement standards

adopted by each segment when reporting to management. These accounting policies and measurement basis

are consistent with the accounting policies and measurement basis used in preparing the financial statements.

2022 ANNUAL REPORT 335XII Financial Report

XVI. Other material matters (Continued)

1. Segment information (Continued)

(2) Financial Information of Reporting Segment

Unit: RMB’0000

Machine-made Financial Hotels and

Current period or end of current period paper services property rentals Others Offset Total

Revenue 3106090.21 51373.75 40770.86 107842.57 105640.66 3200436.73

Of which: Revenue from external transactions 3083189.82 20937.81 25278.66 71030.44 3200436.73

Revenue from inter-segment transactions 22900.39 30435.94 15492.20 36812.13 105640.66

Of which: Revenue from principal activities 3035133.50 51081.29 39294.23 104059.90 87057.23 3142511.69

Operating costs 2651930.40 2412.76 24576.75 98165.98 39713.32 2737372.57

Of which: Costs of principal activities 2614167.20 2412.76 24357.88 92829.94 45873.42 2687894.36

Operating expenses 33086.20 202.78 2078.13 737.81 11886.79 24218.13

Of which: Wages 11195.94 108.40 501.10 280.08 12085.52

Depreciation expenses 276.22 2.11 372.69 1.44 652.46

Office expenses 245.75 0.01 0.80 0.03 246.59

Travel expenses 2073.96 29.35 2.24 45.91 2151.46

Selling commissions 518.62 571.93 66.59 1157.14

Rental expenses 596.32 8.50 604.82

Hospitality expenses 5390.90 62.92 4.55 72.88 5531.25

Warehouse expenses 11.07 55.89 66.96

Others 12777.43 624.81 206.50 11886.79 1721.94

Operating profit/(loss) 18503.01 17705.95 -5076.03 -845.54 14665.52 15621.87

Total assets 9338157.45 1983640.56 769184.87 991804.79 4652685.93 8430101.74

Total liabilities 6828271.88 649202.13 371242.44 344249.22 2135689.31 6057276.36

Total cost of construction in progress incurred

for the current period 77372.58 49.96 77422.54

Fixed assets purchased 15050.77 9.67 17.30 358.99 15436.74

Intangible assets purchased 30700.49 57.81 30758.30

336XII Financial Report

XVI. Other material matters (Continued)

1. Segment information (Continued)

(2) Financial Information of Reporting Segment (Continued)

Unit: RMB’0000

Machine-made Financial Hotels and

Prior period or end of prior period paper services property rentals Others Offset Total

Revenue 3174975.00 65440.39 40526.16 133313.93 112274.25 3301981.23

Of which: Revenue from external transactions 3168198.65 35210.22 16635.55 81936.81 0.00 3301981.23

Revenue from inter-segment transactions 6776.35 30230.18 23890.60 51377.12 112274.25 0.00

Of which: Revenue from principal activities 3084442.22 65195.11 23111.51 127829.53 107220.05 3193358.32

Operating costs 2566477.14 24602.34 12939.43 123637.48 205428.81 2522227.58

Of which: Costs of principal activities 2414343.74 24602.34 7362.71 118084.03 118386.09 2446006.73

Operating expenses 49085.83 339.02 2345.00 903.40 23322.28 29350.97

Of which: Wages 12743.31 163.80 670.56 483.78 14061.46

Depreciation expenses 745.65 4.64 369.29 10.34 1129.94

Office expenses 231.42 0.09 0.47 -0.11 231.88

Travel expenses 2021.42 43.32 2.54 53.10 2120.38

Selling commissions 440.61 708.47 1149.07

Rental expenses 808.45 85.66 894.10

Hospitality expenses 5673.35 106.64 13.92 132.02 5925.93

Warehouse expenses 44.57 11.02 55.59

Others 26377.05 20.52 579.74 127.59 23322.28 3782.62

Operating profit/(loss) 330978.21 11821.37 468.23 -8164.59 106957.32 228145.90

Total assets 9072803.27 2039544.30 794932.41 969230.15 4589543.96 8286966.17

Total liabilities 6622082.54 791449.37 411845.72 297958.83 2093873.91 6029462.55

Total cost of construction in progress incurred

for the current period 10567.13 10567.13

Fixed assets purchased 21099.63 102.64 164.84 443.54 21810.65

Intangible assets purchased 40.09 2.91 43.00

2022 ANNUAL REPORT 337XII Financial Report

XVI. Other material matters (Continued)

2. Government grants

(1) Government subsidies included in deferred income will be subsequently measured using the gross method

Unit: RMB

Presentable

Amount items

New subsidy transferred to transferred to

Opening amount for profit or loss Other Closing profit or loss Asset-related/

Item of subsidies Type balance the period for the period movements balance for the period income-related

Project Funding for National Financial 1123125.00 164700.00 958425.00 Other income Asset-related

Key Technology Research appropriation government grants

and Development Program

Infrastructure and Financial 220099227.08 11778260.39 208320966.69 Other income Asset-related

environmental protection appropriation government grants

engineering transformation

project

Huanggang pulp-forestry-paper Financial 496020740.85 25026217.80 470994523.05 Other income Asset-related

project appropriation government grants

Zhanjiang forestry-pulp-paper Financial 50806597.19 4094632.92 46711964.27 Other income Asset-related

project appropriation government grants

Financial subsidies for technical Financial 144150333.36 11535807.72 132614525.64 Other income Asset-related

transformation project appropriation government grants

Funding for environmental Financial 627047425.68 50592141.88 576455283.80 Other income Asset-related

protection appropriation government grants

Others Financial 34434235.09 1259455.08 33174780.01 Other income Asset-related

appropriation government grants

Total 1573681684.25 104451215.79 1469230468.46

338XII Financial Report

XVI. Other material matters (Continued)

2. Government grants (Continued)

(2) Government subsidies calculated into the current profit and loss using the total method

Unit: RMB

Amount credited Amount credited Presentable items

to profit or loss to profit or loss included in Asset-related/

Subsidy Item Type for the prior period for the period profit or loss income-related

Special subsidy from the Bureau of Finance Financial appropriation 40640000.00 73730000.00 Non-operating income Income-related

Enterprise reform and development subsidies Financial appropriation 33657897.20 66394161.00 Other income Income-related

Financial subsidies for technical transformation Financial appropriation 38603317.72 52395702.39 Other income Asset-related and

project revenue related

Funding for environmental protection Financial appropriation 50794311.52 50592141.88 Other income Asset-related and

revenue related

Huanggang pulp-forestry-paper project Financial appropriation 24200216.24 25026217.80 Other income Asset-related

Sewage treatment and water conservation Financial appropriation 12835606.22 11778260.39 Other income Asset-related

transformation project

Zhanjiang forestry-pulp-paper project Financial appropriation 4094632.92 4094632.92 Other income Asset-related

Immediate VAT refund 768780.56 8346328.57 Other income Income-related

Financial appropriation

Government awards Financial appropriation 6821907.00 4704600.00 Other income Income-related

Refund of tax Financial appropriation 8149743.76 4052553.33 Other income Income-related

Employment stabilisation subsidy Financial appropriation 1626174.63 3012954.63 Other income Income-related

Afforestation subsidy Financial appropriation 1404769.00 2695823.49 Other income Income-related

One-time job retention subsidies Financial appropriation 2125800.00 Other income Income-related

Subsidies for foreign trade projects Financial appropriation 1000000.00 Other income Income-related

R&D subsidy Financial appropriation 2476800.00 500000.00 Other income Income-related

Project Funding for National Key Technology Financial appropriation 164700.00 164700.00 Other income Asset-related

Research and Development Program

Subsidies for social insurance Financial appropriation 345163.82 116915.50 Other income Income-related

Financing subsidy Financial appropriation 576300.00 Other income Income-related

Investment promotion subsidy Financial appropriation 22921843.36 Other income Income-related

Leading talent subsidy Financial appropriation 660000.00 Other income Income-related

economic environment subsidy Financial appropriation 200000.00 Non-operating income Income-related

Others Financial appropriation 12144833.64 4203523.72 Other income and Asset-related and

non-operating revenue related

income

Total 263086997.59 314934315.62

2022 ANNUAL REPORT 339XII Financial Report

XVII. Major Item Notes of the Parent Company’s Financial Statements

1. Bills receivable

Unit: RMB

Closing balance Opening balance

Type Book balance Bad debt provision Carrying value Book balance Bad debt provision Carrying value

Bank acceptance bills 3343052426.80 3343052426.80 3091000000.00 3091000000.00

Commercial acceptance bills 139770000.00 139770000.00 534270000.00 534270000.00

Total 3482822426.80 3482822426.80 3625270000.00 3625270000.00

(1) Bills receivable pledged by the Company as at the end of the period

Unit: RMB

Amount pledged

as at the end

Type of the period

Bank acceptance bills 8497931.30

Total

(2) Bills receivable endorsed or discounted but not yet due as at the end of the period

Unit: RMB

Amount

Amount not yet

derecognised derecognised

as at the end of as at the end of

Type the period the period

Bank acceptance bills 5474558821.06 3176190000.00

Commercial acceptance bills 139770000.00

Total 5474558821.06 3315960000.00

340XII Financial Report

XVII. Major Item Notes of the Parent Company’s Financial Statements

2. Accounts receivable

(1) Disclosure of accounts receivable by category

Unit: RMB

Closing balance Opening balance

Book balance Bad debt provision Book balance Bad debt provision

Provision Provision

Type Amount Percentage Amount proportion Carrying value Amount Percentage Amount proportion Carrying value

Accounts receivable

assessed individually for

bad debt provision

Accounts receivable

assessed collectively for

bad debt provision 139392924.13 100.00% 4637396.40 3.33% 134755527.73 146213282.74 100.00% 4612037.23 3.15% 141601245.51

Of which:

Accounts receivable from

related party customers 101246295.74 72.63% 101246295.74 126108166.75 86.25% 126108166.75

Accounts receivable

from non-related party

customers 38146628.39 27.37% 4637396.40 12.16% 33509231.99 20105115.99 13.75% 4612037.23 22.94% 15493078.76

Total 139392924.13 100.00% 4637396.40 3.33% 134755527.73 146213282.74 100.00% 4612037.23 3.15% 141601245.51

Accounts receivable assessed collectively for bad debt provision: Accounts receivable from related party

customers

Unit: RMB

Closing balance

Ageing Book balance Bad debt provision Provision proportion

Within 1 year 101246295.74

1 to 2 years

Total 101246295.74 -

2022 ANNUAL REPORT 341XII Financial Report

XVII. Major Item Notes of the Parent Company’s Financial Statements( Continued)

2. Accounts receivable( Continued)

(1) Disclosure of accounts receivable by category( Continued)

Accounts receivable assessed collectively for bad debt provision: Accounts receivable from non-related party

customers

Unit: RMB

Closing balance

Ageing Book balance Bad debt provision Provision proportion

Within 1 year 35143807.22 1634575.23 4.65%

1 to 2 years

2 to 3 years

Over 3 years 3002821.17 3002821.17 100.00%

Total 38146628.39 4637396.40 12.16%

If the bad debt provision of accounts receivable is made in accordance with the general model of ECLs please

disclose the information about bad debt provision with reference to the way of disclosure of other receivables:

√ Applicable □ Not applicable

Disclosure by ageing

Unit: RMB

Ageing Closing balance Opening balance

Within 1 year (including 1 year) 136390102.96 143210461.57

1 to 2 years

2 to 3 years

Over 3 years 3002821.17 3002821.17

Total 139392924.13 146213282.74

(2) Provision recovery or reversal of bad debt provision for the period

Bad debt provision for the period:

Unit: RMB

Changes in the period

Opening Recovery or Closing

Category balance Provision reversal Write-off Others balance

Bad debt provision 4612037.23 25359.17 4637396.40

Total 4612037.23 25359.17 4637396.40

342XII Financial Report

XVII. Major Item Notes of the Parent Company’s Financial Statements( Continued)

2. Accounts receivable( Continued)

(3) Top five account receivables according to closing balance of debtors

The total amount of the Company’s top five accounts receivable based on closing balance of debtors for the

period was RMB139312702.96 which accounted for 99.95% of the closing balance of the total accounts

receivable. The closing balance of corresponding bad debt provision amounted to RMB4557175.23.Unit: RMB

As a percentage of the

Closing balance of closing balance of Closing balance of

Name accounts receivable accounts receivable bad debt provision

Customer 1 87524781.93 62.79%

Customer 2 33643807.22 24.14% 134575.23

Customer 3 8721513.81 6.26%

Customer 4 5000000.00 3.59%

Customer 5 4422600.00 3.17% 4422600.00

Total 139312702.96 99.95% 4557175.23

3. Other receivables

Unit: RMB

Item Closing balance Opening balance

Interest receivable

Dividend receivable 126325018.50

Other receivables 9337019470.13 8773854244.04

Total 9337019470.13 8900179262.54

(1) Dividends receivable

1) Classification of dividends receivable

Unit: RMB

Item (or investee) Closing balance Opening balance

Jiangxi Chenming Paper Co. Ltd. 72896218.50

Zhanjiang Chenming Pulp & Paper Co. Ltd. 53428800.00

Total 126325018.50

2022 ANNUAL REPORT 343XII Financial Report

XVII. Major Item Notes of the Parent Company’s Financial Statements( Continued)

3. Other receivables (Continued)

(2) Other receivables

1) Classification of other receivables by nature

Unit: RMB

Nature Closing book balance Opening book balance

Open credit 9391199670.38 8849264265.13

Guarantee deposit and deposit 850000.00 240000.00

Reserve and borrowings 15112113.60 6103279.46

Others 13027863.16 11961652.43

Total 9420189647.14 8867569197.02

2) Particulars of bad debt provision

Closing bad debt provision at phase 1:

Unit: RMB

ECL rate (%)

for the next Bad debt

Category Book balance 12 months provision Carrying amount Reason

Bad debt provision assessed

collectively 9371228215.86 0.37% 34208745.73 9337019470.13

Amount due from government

agencies 16006345.47 99.18% 15875454.32 130891.15

Amount due from related parties 9299308929.52 0.04% 3755227.15 9295553702.37

Other receivables 55912940.87 26.07% 14578064.26 41334876.61

Total 9371228215.86 0.37% 34208745.73 9337019470.13

Closing bad debt provision at phase 2:

As at the end of the period the Company had no interest receivable dividend receivable and other

receivables at phase 2.

344XII Financial Report

XVII. Major Item Notes of the Parent Company’s Financial Statements( Continued)

3. Other receivables (Continued)

(2) Other receivables (Continued)

2) Particulars of bad debt provision (Continued)

Closing bad debt provision at phase 3:

Unit: RMB

Lifetime ECL Bad debt

Category Book balance rate (%) provision Carrying amount Reason

Bad debt provision assessed

individually 48961431.28 100.00% 48961431.28 0.00

Total 48961431.28 100.00% 48961431.28 0.00

Bad debt provision assessed individually

Unit: RMB

Lifetime ECL Bad debt

Category Book balance rate (%) provision Carrying amount Reason

Valtra Inc. of Finland 5526048.24 100.00% 5526048.24 0.00 Overdue for a

prolonged

period and

unlikely to be

recovered

Metso Paper Machinery (China) 4725039.89 100.00% 4725039.89 0.00 Overdue for a

Co. Ltd. prolonged

period and

unlikely to be

recovered

71 entities including Andritz 38710343.15 100.00% 38710343.15 0.00 Overdue for a

prolonged

period and

unlikely to be

recovered

Total 48961431.28 100.00% 48961431.28 0.00

2022 ANNUAL REPORT 345XII Financial Report

XVII. Major Item Notes of the Parent Company’s Financial Statements( Continued)

3. Other receivables (Continued)

(2) Other receivables (Continued)

2) Particulars of bad debt provision (Continued)

Changes in carrying book balances with significant changes in loss provision for the period

□ Applicable √ Not applicable

Disclosed by ageing

Unit: RMB

Ageing Closing balance Opening balance

Within 1 year 9332813880.83 7121706162.10

1 to 2 years 7536768.10 1468300735.77

2 to 3 years 4626771.34 190900767.76

Over 3 years 75212226.87 86661531.39

Total 9420189647.14 8867569197.02

3) Provision recovery or reversal of bad debt provision for the period

Bad debt provision for the period:

Unit: RMB

Changes in the period

Opening Recovery or Closing

Category balance Provision reversal Write-off Others balance

Bad debt provision 93714952.98 10544775.97 83170177.01

Total 93714952.98 10544775.97 83170177.01

346XII Financial Report

XVII. Major Item Notes of the Parent Company’s Financial Statements( Continued)

3. Other receivables (Continued)

(2) Other receivables (Continued)

4) Top five other receivables according to closing balance of debtors

The total amount of the Company’s top five other receivables based on closing balance of debtors for the

period was RMB5839760811.51 which accounted for 61.99% of the closing balance of the total other

receivables. The closing balance of corresponding bad debt provision amounted to RMB0.00.Unit: RMB

As a percentage of the

closing balance Closing balance of

Name of entity Nature Closing balance Maturity of other receivables bad debt provision

Customer 1 Open credit 1282383356.23 Within 1 year 13.61%

Customer 2 Open credit 1248900000.00 Within 1 year 13.26%

Customer 3 Open credit 1172617380.28 Within 1 year 12.45%

Customer 4 Open credit 1141900000.00 Within 1 year 12.12%

Customer 5 Open credit 993960075.00 Within 1 year 10.55%

Total - 5839760811.51 - 61.99%

4. Long-term equity investments

Unit: RMB

Closing balance Opening balance

Impairment Impairment

Item Book balance provision Book value Book balance provision Book value

Investment in subsidiaries 18502944740.81 18502944740.81 18480556896.52 18480556896.52

Investment in joint ventures 82741230.15 82741230.15 84273868.62 84273868.62

Investment in associates 246471611.33 5994545.96 240477065.37 247193596.00 5994545.96 241199050.04

Total 18832157582.29 5994545.96 18826163036.33 18812024361.14 5994545.96 18806029815.18

2022 ANNUAL REPORT 347XII Financial Report

XVII. Major Item Notes of the Parent Company’s Financial Statements( Continued)

4. Long-term equity investments (Continued)

(1) Investment in subsidiaries

Unit: RMB

Change for the period Closing balance

Opening balance Additional Withdrawn Impairment Closing balance of impairment

Investee (Book value) contribution contribution provision Others (Book value) provision

Chenming Paper Korea Co. Ltd. 6143400.00 6143400.00

Chenming GmbH 4083235.00 4083235.00

Hailaer Chenming Paper Co. Ltd. 12000000.00 12000000.00

Huanggang Chenming Pulp & Paper Co. Ltd. 2302000000.00 48000000.00 2350000000.00

Huanggang Chenming Arboriculture

Development Co. Ltd. 70000000.00 70000000.00

Jinan Chenming Investment and Management

Co. Ltd. 100000000.00 100000000.00

Wuhan Chenming Hanyang Paper Holdings

Co. Ltd. 264493210.21 264493210.21

Shandong Grand View Hotel Co. Ltd. 80500000.00 80500000.00

Zhanjiang Chenming Pulp & Paper Co. Ltd. 5110000000.00 27500000.00 5137500000.00

Shouguang Chenming Modern Logistic

Co. Ltd. 10000000.00 10000000.00

Shouguang Chenming Art Paper Co. Ltd. 113616063.80 113616063.80

Shouguang Meilun Paper Co. Ltd. 4449441979.31 4449441979.31

Shouguang Shun Da Customs Declaration

Co Ltd. 1500000.00 1500000.00

Shandong Chenming Paper Sales Co. Ltd. 762641208.20 762641208.20

Shouguang Chenming Import and Export

Trade Co. Ltd. 250000000.00 250000000.00

Shouguang Chenming Papermaking Machine

Co. Ltd. 2000000.00 2000000.00

Shouguang Chenming Hongxiang Packaging

Co. Ltd. 3730000.00 3730000.00

Shandong Chenming Group Finance Co. Ltd. 4000000000.00 4000000000.00

Chenming Arboriculture Co. Ltd. 45000000.00 45000000.00

Chenming Paper United States Co. Ltd. 6407800.00 6407800.00

Weifang Chenming Growth Driver Replacement

Equity Investment Fund Partnership

(Limited Partnership) 632000000.00 39499659.47 592500340.53

Weifang Chendu Equity Investment Partnership

(Limited Partnership) 255000000.00 13612496.24 241387503.76

Total 18480556896.52 75500000.00 53112155.71 18502944740.81

348XII Financial Report

XVII. Major Item Notes of the Parent Company’s Financial Statements( Continued)

4. Long-term equity investments (Continued)

(2) Investment in associates and joint ventures

Unit: RMB

Change for the period

Investment

gain or loss Adjustment Other Distribution of Closing

Opening recognised of other change cash dividend Closing balance of

balance Additional Withdrawn under equity comprehensive in equity or profit Impairment balance impairment

Investee (book value) contribution contribution method income interest declared provision Others (book value) provision

I. Associates

Zhuhai Dechen New Third

Board Equity Investment

Fund Company (Limited

Partnership) 36967896.31 -191185.40 36776710.91

Ningbo Kaichen Huamei

Equity Investment Fund

Partnership (Limited

Partnership) 197297485.59 -79166.82 197218318.77

Chenming (Qingdao) Asset

Management Co. Ltd. 6933668.14 488367.55 940000.00 6482035.69

Xuchang Chenming Paper

Co. Ltd. 5994545.96

Subtotal 241199050.04 218015.33 940000.00 240477065.37 5994545.96

II. Joint ventures

Shouguang Chenming Huisen

New-style Construction

Materials Co. Ltd. 6902869.87 1989789.55 1000000.00 7892659.42

Weifang Sime Darby West

Port Co. Ltd. 77370998.75 -2522428.02 74848570.73

Subtotal 84273868.62 -532638.47 1000000.00 82741230.15

Total 325472918.66 -314623.14 1940000.00 323218295.52 5994545.96

2022 ANNUAL REPORT 349XII Financial Report

XVII. Major Item Notes of the Parent Company’s Financial Statements( Continued)

5. Revenue and operating costs

Unit: RMB

Amount for the period Amount for the prior period

Item Revenue Operating costs Revenue Operating costs

Principal activities 6270637334.30 6040121665.12 7457655880.74 6282245216.89

Other activities 1249427268.18 1005967022.32 1303835529.34 1075724228.66

Total 7520064602.48 7046088687.44 8761491410.08 7357969445.55

Information related to the transaction price allocated to the remaining performance obligations:

As at the end of the reporting period the amount of income corresponding to the agreements that have been entered

into but have not yet fulfilled or not fully fulfilled their performance obligations amounted to RMB1503256921.15

which is expected to be recognised in 2023.

6. Investment income

Unit: RMB

Amount for Amount for the

Item the period prior period

Income from long-term equity investments accounted for

using the cost method 731666286.45 2552823636.61

Income from long-term equity investments accounted for

using the equity method -314623.14 -3156467.36

Investment gain on disposal of long-term equity investments 751679.56 379035504.15

Investment gain on derecognition of financial assets -63403215.00 -13074419.85

Investment gain on debt restructuring 472886.50

Investment gain on holding other non-current financial assets 4746821.37 16205276.87

Total 673446949.24 2932306416.92

350XII Financial Report

XVIII. Supplementary information

1. Breakdown of extraordinary gains or losses for the current period

√ Applicable □ Not applicable

Unit: RMB

Item Amount Remark

Profit or loss from disposal of non-current assets (including write-off of

provision for assets impairment) 161509859.17

Government grants (except for the government grants closely related to

the normal operation of the Company and granted constantly at a fixed

amount or quantity in accordance with a certain standard based on

state policies) accounted for in profit or loss for the current period 314934315.62

Profit or loss from debt restructuring 967464.91

Except for effective hedging business conducted in the ordinary course

of business of the Company gain or loss arising from the change in fair

value of financial assets held for trading and financial liabilities held for

trading as well as investment gains from disposal of financial assets

held for trading financial liabilities held for trading and financial assets

available for sale -35178162.53

Reversal of provision for impairment of receivables individually tested for

impairment 275585463.86

Gain or loss arising from fair value change of consumable biological

assets subsequently measured at fair value 9924233.72

Other gain or loss items within the definition of extraordinary gain or loss -37391130.09

Total extraordinary gains or losses 690352044.66

Less: Effect of income tax of extraordinary gains or losses 137333913.66

Net extraordinary gains or losses 553018131.00

Less: Net effect of extraordinary gains or losses attributable to minority

interest (after tax) 2268633.02

Extraordinary gains or losses attributable to ordinary shareholders of the

Company 550749497.98

Other profit or loss items consistent with the definition of extraordinary items:

□ Applicable √ Not applicable

The Company does not have other profit or loss items consistent with the definition of extraordinary items.Explanation on classification of non-recurring profit and loss listed in Explanatory Announcement No. 1 on Information

Disclosure of Companies Offering Their Securities to the Public – Non-recurring Profit and Loss as non-recurring profit

and loss

□ Applicable √ Not applicable

2022 ANNUAL REPORT 351XII Financial Report

XVIII. Supplementary information (Continued)

2. Return on net assets and earnings per share

Earnings per share

Rate of return on net assets Basic Diluted

Profit for the reporting period on weighted average basis (RMB per share) (RMB per share)

Net profit attributable to ordinary shareholders of the

Company 0.55% 0.03 0.03

Net profit after extraordinary gains or losses attributable to

ordinary shareholders of the Company -2.51% -0.15 -0.15

3. Accounting data difference under accounting standard at home and abroad

(1) Differences of net profit and net assets disclosed in financial reports prepared under IAS and Chinese

accounting standards

□ Applicable √ Not applicable

(2) Differences of net profit and net assets disclosed in financial reports prepared under oversea and Chinese

accounting standards

□ Applicable √ Not applicable

The Board of Shandong Chenming Paper Holdings Limited

30 March 2023

352

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