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C&S Paper Co., Ltd. — Annual Report 2020
Apr 28, 2021
54537_rns_2021-04-28_cf36cf72-99a6-4805-8fb0-31de92c37088.PDF
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C&S Paper Co., Ltd. Annual Report 2020
C&S Paper Co., Ltd. Annual Report 2020
April 2021
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C&S Paper Co., Ltd. Annual Report 2020
Section I Important Notice, Contents and Definitions
The Board of Directors and the Board of Supervisors of the Company and its directors, supervisors and senior management warrant that the information contained in this annual report is true, accurate and complete without any false and misleading statements or material omissions, and severally and jointly accept legal liability thereof.
Deng Yinzhong, the legal representative of the Company, Dong Ye, the person in charge of accounting of the Company, and Xu Xianjing, the person in charge of the accounting department of the Company, have declared that they warrant the truthfulness, accuracy and completeness of the financial statements set out in this annual report.
All directors of the Company attended the Board meeting on which this report was reviewed. In the annual report, the decimal sum error is caused by rounding
The forward-looking statements in this annual report, including future plans, do not constitute substantive commitments of the Company to investors. Investors should be aware of the investment risks.
I. Risk of great fluctuations in pulp prices
Pulp is an international bulk raw material and its price is obviously affected by the world economic cycle. Since 2019, pulp prices have tumbled sharply owing to weaker Chinese market demand, trade disputes across the world, exchange rate movement, and increased pulp inventories. In 2020, pulp prices were generally maintained at a relatively low level and started to rise in the fourth quarter. Pulp is the primary raw material of the Company’s production, accounting for 40%-60% of the total production costs. Therefore, substantial fluctuations in pulp prices pose a risk to the Company.
II. Risk of exchange rate
The import of machinery equipment and pulp and the export of products to overseas market of the Company are mainly settled in USD, HKD, and EUR. Since exchange rates fluctuate under the impact of the international economic situation, the Company faces exchange rate risks.
III. Risk of regional market competition
Household paper is a vast market in China in terms of both geography and market space.
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C&S Paper Co., Ltd. Annual Report 2020
Given the low unit value, transportation expenses taking up a large part of the sales price, and limitations of the transportation radius, the main competition in the household paper industry lies in regional markets. High-end, mid-end, and low-end products compete in regional markets, with the influence of spending power and consumption habit. Judging from the development trend of the industry, mid- and high-end household paper of national brands has more competitive edge. However, at present, some regional brands have an advantage in some regional markets. Compared with overseas counterparts, China's household paper industry requires continued integration. The Company embraces production bases and a sales network across the country and offers mid- and high-end products under national brands. Nevertheless, it is inescapable from the risk of regional market competition.
IV. Risk of industrial policies
Stricter requirements have been raised for the papermaking industry in the aspects of scale, technology, equipment, and environmental protection, as multiple industry plans and supporting policies have been successively issued by relevant departments, including the Papermaking Industry Development Policy , the Notice on the Management of Elevated Source Pollution Discharge Permits in Thermal Power and Papermaking Industries and Pilot Cities of Beijing-Tianjin-Hebei Region , and the Opinions of China Paper Association on "Thirteenth Five-year" Development Plan of the Papermaking Industry . Particularly, a number of measures have been introduced through environmental protection policies to drive the all-round, coordinated, and sustainable development of the household paper industry, including 1) optimizing the industrial distribution to reasonably allocate resources and promoting clean production to preserve the ecological environment; 2) pushing energy conservation and emission reduction to shut down outdated production facilities, and adjusting product structure and improving product quality; 3) developing resource-saving models to advocate green consumption; and 4) optimizing enterprise structure and driving M&A and restructuring. These policies are designated to strengthen household paper industry concentration, close backward production facilities, and optimize resource allocation. The Company, as an enterprise in the first echelon of the domestic household paper industry, is underpinned by national policies related to the sustainable development of the household paper industry. Precisely because of this, industrial policy adjustment, if any, will impact the production and operations of the Company to some extent.
V. Risk of safe production
Most of the materials involved in the household paper industry are flammable, including the
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C&S Paper Co., Ltd. Annual Report 2020
main raw material of pulp, the main packing materials of plastic-film packing bags and cartons, the semi-finished product of body paper, and finished products. Due to the characteristics of low unit value and large market consumption, household paper manufacturers have to keep a mass of pulp, packing materials, and semi-finished and finished products from the entry of raw materials into the plant to the delivery of products to the market. Thus, fire can cause enormous losses to such manufacturers. In view of this, the Company has formulated strict fire management regulations for raw materials and semi-finished and finished products, established a full-time safety management department, equipped adequate fire protection equipment in production areas, and bought full insurance for risky properties. As such, the Company’s fire safety risk is low. In addition, a large number of production lines have been put into use, which may pose certain occupational health hazard and cause harm to the occupational health of employees. In response to possible occupational health hazards, the Company, at the equipment design and procurement stages, requires suppliers to carry out intrinsic safety design and fulfill the protection measures during the installation process. At the same time, the Company has passed the ISO45001 occupational health and safety (OHS) management system and continues to maintain its effective operations to reduce the occupational health and safety risks of employees. Even though the execution of all these measures has enabled the overall safe production risk to be controllable, the Company still faces certain safe production risks.
VI. Risk of logistics transportation
The spread of the COVID-19 pandemic since the beginning of 2020 has hindered domestic and foreign logistics transportation by sea and land to varying degrees, affecting both the Company's procurement and sales and upstream suppliers and downstream dealers. In other words, the Company has suffered from multiple dimensions. Though impacts of the pandemic are phased and temporary, risks are unavoidable for the Company as being at the mid- and downstream of the household paper industry chain.
The Board meeting has deliberated and approved the following profit distribution preplan: distribute cash dividend of RMB 1.0 (tax included) for every 10 shares to all shareholders and issue 0 bonus shares (tax included) based on the Company’s total share capital minus the number of repurchased shares as of the registration date of the Company’s implementation of the profit distribution plan; meanwhile, the Company will not transfer capital reserve into share capital.
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C&S Paper Co., Ltd. Annual Report 2020
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C&S Paper Co., Ltd. Annual Report 2020
Contents
Section I Important Notice, Contents and Definitions ......................................................................... 2 Section II Company Profile and Key Financial Indicators .................................................................. 9 Section III Summary of the Company’s Business ............................................................................. 15 Section IV Discussion and Analysis of the Operations ...................................................................... 20 Section V Significant Events ............................................................................................................. 47 Section VI Changes in Shareholding and Information of Shareholders ............................................ 90 Section VII Particulars of Preference Shares ................................................................................... 103 Section VIII Particulars of Convertible Corporate Bonds ............................................................... 104 Section IX Particulars of Directors, Supervisors, Senior Management and Employees ................. 105 Section X Corporate Governance .................................................................................................... 118 Section XI Corporate Bonds ............................................................................................................ 131 Section XII Financial Report ........................................................................................................... 132 Section XIII Documents Available for Inspection ........................................................................... 320
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C&S Paper Co., Ltd. Annual Report 2020
Definitions
| Term | Definition | |
|---|---|---|
| The Company, Company, C&S | C&S Paper Co., Ltd. | |
| Zhongshun Group | Guangdong Zhongshun Paper Group Co., Ltd. | |
| Hong Kong C&S | Chung Shun Co., a Hong Kong-based company | |
| Zhongshan Trading | Zhongshan Zhongshun Trading Co., Ltd. | |
| Zhong Shun International | Zhong Shun International Co., Ltd., a Hong Kong-based company | |
| C&S Hong Kong | C&S Hong Kong Co., Ltd., a Hong Kong-based company | |
| Beijing Trading | Beijing C&S Paper Co., Ltd. | |
| Xiaogan Trading | Xiaogan C&S Trading Co., Ltd. | |
| Chengdu Trading | Chengdu Zhongshun Paper Co., Ltd. | |
| Hangzhou Trading | Hangzhou Jie Rou Trading Co., Ltd. | |
| Shanghai Trading | Shanghai Huicong Paper Co., Ltd. | |
| C&S (Sichuan) Paper Co., Ltd., formerly known as Chengdu Tiantian | ||
| Sichuan C&S | ||
| Paper Co., Ltd. | ||
| Jiangmen C&S | Jiangmen Zhongshun Paper Co., Ltd. | |
| Zhejiang C&S | Zhejiang Zhongshun Paper Co., Ltd. | |
| C&S (Hubei) Paper Co., Ltd., formerly known as Hubei Zhongshun | ||
| Hubei C&S | ||
| Hongchang Paper Co., Ltd. | ||
| Yunfu C&S | C&S (Yunfu) Paper Co., Ltd. | |
| Yunfu Hengtai Trading Co., Ltd., formerly known as C&S (Yunfu) | ||
| Yunfu Trading | ||
| Trading Co., Ltd. | ||
| Tangshan C&S, Tangshan branch. | C&S Paper Co., Ltd. Tangshan Branch | |
| C&S (Zhongshan) Paper Co., Ltd., formerly known as Zhongshan Tongfu | ||
| Zhongshan Paper | ||
| Trade Co., Ltd. | ||
| Macao C&S | C&S (Macao) Co., Ltd. |
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C&S Paper Co., Ltd. Annual Report 2020
| Dazhou C&S | C&S (Dazhou) Paper Co., Ltd. | |
|---|---|---|
| Sun C&S | Sun Daily Necessities Co., Ltd. | |
| Dolemi | Dolemi Sanitary Products Co., Ltd. | |
| Jiangsu C&S | C&S (Jiangsu) Paper Co., Ltd. | |
| Mazars | Mazars Certified Public Accountants (LLP) |
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C&S Paper Co., Ltd. Annual Report 2020
Section II Company Profile and Key Financial Indicators
I. Company Information
| Stock name | C&S | Stock code | 002511 |
|---|---|---|---|
| Stock exchange on which the | |||
| Shenzhen Stock Exchange | |||
| shares are listed | |||
| Chinese name of the Company | 中顺洁柔纸业股份有限公司 | ||
| Abbreviation of Chinese name | |||
中顺洁柔 |
|||
| of the Company | |||
| English name of the Company | C&S Paper Co., Ltd. | ||
| Abbreviation of English name | |||
| C&S | |||
| of the company | |||
| Legal representative of the | Deng Yingzhong | ||
| Company | |||
| Registered address | Shenglong Village, Tanbei, Dongsheng Town, Zhongshan City | ||
| Postal code of registered | |||
| 528414 | |||
| address | |||
| Office address | No. 136 Caihong Avenue, West District, Zhongshan City | ||
| Postal code of office address | 528401 | ||
| Company website | http://www.zhongshungroup.com | ||
| [email protected] |
II. Contact Persons and Contact Methods
| Sectary to the Board | Representative of securities affairs | |
|---|---|---|
| Name |
Zhou Qichao | Cao Hui and Liang Yao |
| No. 136 Caihong Avenue, West District, | No. 136 Caihong Avenue, West District, Zhongshan | |
| Address |
||
| Zhongshan City | City | |
| Tel |
0760-87883333 | 0760-87883333 |
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C&S Paper Co., Ltd. Annual Report 2020
| Fax | 0760-23886886 | 0760-23886886 |
|---|---|---|
| [email protected] | [email protected]. [email protected] |
III. Information Disclosure and Location for Inspection of Documents
| Newspapers designated for disclosure of the | |
|---|---|
| China Securities Journal, Securities Times, Securities Daily | |
| Company’s information | |
| Website designated by CSRC for | |
| www.cninfo.com.cn | |
| publication of the annual report | |
| Location for inspection of annual report | Office of the Board of Directors |
IV. Changes of Registration Information
| Unified social credit code | 914420007123239244 |
|---|---|
| The Company’s business scope was changed from “production and sales of high-end | |
| household paper series products (excluding printing processes); products are sold | |
| domestically and internationally” at the listing of the Company in 2010 to the current | |
| “General items: paper product manufacturing; paper product sales; Internet sales (excluding | |
| the sales of commodities requiring a permit); sales of daily necessities; sales of personal | |
| hygiene products; sales of household products; sales of sanitary products and disposable | |
| medical products; retail of cosmetics; wholesale of cosmetics; sales of knitwear; sales of | |
| plastic products; sales of metal products; sales of rubber products; manufacture of daily-sue | |
| ceramic products; wholesale of kitchen utensils and daily groceries; sales of Class I medical | |
| Changes of principal businesses since | |
| devices; manufacture of Class I medical devices; sales of Class II medical devices; sales of | |
| listing (if any) | |
| disinfectants (excluding hazardous chemicals). (The company may carry out business | |
| operations independently according to the law based on the business license, except for | |
| items that must be licensed according to the law). Licensed items: import and export of | |
| goods or technologies (excluding the import and export of goods and technologies prohibited | |
| by the State or involving administrative approval); manufacture of Class II medical devices; | |
| operation of Class III medical devices; manufacture of Class III medical devices. (For items | |
| that must be approved in accordance with the law, the company may carry out business | |
| operations upon approval by competent departments, and the specific business items are | |
| subject to the approval document or the permit issued by relevant department.) (The above |
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C&S Paper Co., Ltd. Annual Report 2020
business scope involves import and export of goods and technologies, business operation of Class II and Class III medical devices, and manufacture of medical devices.) (The above items do not involve special management measures for the access of foreign investment).” Previous changes of controlling No change shareholders (if any)
V. Other Relevant Information
Accounting firm engaged by the Company
| Name of accounting firm | Mazars Certified Public Accountants (LLP) |
|---|---|
| Office address | Zhongshen Zhonghuan Building, No. 169 Donghu Road, Wuchang District, Wuhan |
| Name of signing accountants | Wang Bing, Pan Guiquan |
Sponsor engaged by the Company to fulfill continuous supervision obligation during the reporting period
□ Applicable √ Not applicable
Financial advisor engaged by the Company to fulfill continuous supervision obligation during the reporting period
□ Applicable √ Not applicable
VI. Main Accounting Data and Financial Indicators
Whether the Company needs to perform retrospective adjustment or restatement of accounting data for previous
years
□ Yes √ No
| 2020 | 2019 | Changes over last year | 2018 |
|
|---|---|---|---|---|
| Operating income (RMB) | 7,823,528,416.32 | 6,634,914,352.68 |
17.91% |
5,678,517,623.29 |
| Net profit attributable to shareholders | 905,889,081.41 | 603,832,650.83 |
||
50.02% |
406,993,183.92 |
|||
| of the listed company (RMB) | ||||
| Net profit attributable to shareholders | ||||
| of the listed company after deducting | 891,552,986.81 | 588,728,468.59 |
51.44% |
392,524,980.16 |
| non-recurring profit and loss (RMB) | ||||
| Net cash flow from operating activities | 828,200,862.25 |
1,360,374,901.86 |
||
-39.12% |
437,254,844.25 |
|||
| (RMB) | ||||
| Basic earnings per share (RMB/share) | 0.70 | 0.47 |
48.94% |
0.32 |
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C&S Paper Co., Ltd. Annual Report 2020
| Diluted earnings per share | 0.69 | 0.46 |
||
|---|---|---|---|---|
50.00% |
0.32 |
|||
| (RMB/share) | ||||
| Weighted average return on net assets | 19.86% | 16.42% |
3.44% |
12.67% |
| Changes over end of | ||||
| End of 2020 | End of 2019 | End of 2018 | ||
| last year | ||||
| Total assets (RMB) | 7,478,439,747.77 | 6,026,271,823.64 |
24.10% |
5,145,910,974.02 |
| Net assets attributable to shareholders | 5,042,146,076.42 | 4,077,004,459.23 |
||
23.67% |
3,311,242,723.53 |
|||
| of the listed company (RMB) | ||||
The lower of the net profits before and after deducting the non-recurring profit and loss in the most recent three
accounting years is all negative, and the audit report of the most recent year shows that the Company’s ability to continue operations is uncertain.
□ Yes √ No
The lower of the net profits before and after deducting the non-recurring profit and loss is negative.
□ Yes √ No
VII. Difference in Accounting Data under Domestic and International Accounting Standards
1. Net profit and net asset differences under International Financial Reporting Standards (IFRS) and Chinese Accounting Standards (CAS)
□ Applicable √ Not applicable
No such differences for the reporting period
2. Net profit and net asset differences under foreign accounting standards and Chinese Accounting Standards (CAS)
□ Applicable √ Not applicable
No such differences for the reporting period
VIII. Major Financial Indicators by Quarter
Unit: RMB
Q1 Q2 Q3 Q4
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C&S Paper Co., Ltd. Annual Report 2020
| Operating income | 1,670,909,073.75 | 1,945,292,326.05 |
1,939,114,329.20 | 2,268,212,687.32 |
|---|---|---|---|---|
| Net profit attributable to | ||||
| shareholders of the listed | 183,429,517.35 | 269,269,967.26 |
218,993,617.46 | 234,195,979.34 |
| company | ||||
| Net profit attributable to | ||||
| shareholders of the listed company | ||||
186,893,864.62 |
259,641,873.34 |
215,156,319.23 | 229,860,929.62 |
|
| after deducting non-recurring profit | ||||
| and loss | ||||
| Net cash flow from operating | ||||
| 330,547,734.57 | 174,010,853.76 |
-93,239,029.05 | 416,881,302.97 |
|
| activities | ||||
Whether there are significant differences between the above-mentioned financial indicators or its total number and
the relevant financial indicators disclosed in the Company’s quarterly reports and semi-annual report □ Yes √ No
IX. Non-recurring Items and Amounts
√ Applicable □ Not applicable
Unit: RMB
| Item | Amount in 2020 | Amount in 2019 | Amount in 2018 |
Description |
|---|---|---|---|---|
| Profits/losses from the disposal of | -2,980,604.57 | |||
| non-current asset (including the write-off | -2,002,045.02 |
-5,113,177.55 |
||
| that accrued for impairment of assets) | ||||
| Governmental grants reckoned into current | 28,533,162.96 | |||
| profits/losses (not including grants enjoyed | ||||
| in quota or ration according to national | 18,422,795.06 |
14,259,920.14 |
||
| standards, which are closely relevant to the | ||||
| company’s business) | ||||
| 3,868,134.28 | Returns on principal-protected wealth management products at maturity and reverse repo of treasury |
|||
| Profits/losses from assets entrusted to others | ||||
333,745.61 |
10,637,420.00 |
|||
| for investment or management | ||||
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C&S Paper Co., Ltd. Annual Report 2020
| bonds | ||||
|---|---|---|---|---|
| Other non-operating income and expenses | -13,442,144.41 | |||
1,320,617.95 |
362,480.53 |
|||
| except for the aforementioned items | ||||
| Less: Influence of income tax | 1,642,453.66 | 2,970,931.36 |
5,678,439.36 |
|
| Total | 14,336,094.60 | 15,104,182.24 |
14,468,203.76 |
-- |
Reason shall be provided if the company defines non-recurring profit and loss items as defined or listed in the No.
1 Explanatory Announcement on Information Disclosure for Companies Offering their Securities to the Public—Non-recurring Profit and Loss as recurring profit and loss items.
□ Applicable √ Not applicable
The Company did not define any non-recurring profit and loss items defined or listed in the No. 1 Explanatory Announcement on Information Disclosure of Companies Offering Securities to the Public—Non-recurring Profit and Loss as recurring profit and loss items during the reporting period.
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C&S Paper Co., Ltd. Annual Report 2020
Section III Summary of the Company’s Business
I. Principal Businesses of the Company during the Reporting Period
Mr. Deng Yinzhong, founder of the Company, initiated his entrepreneurial process in 1978. Starting from intensive paper processing, the Company has developed into a leading household paper enterprise integrating R&D, production and sales after forty-two years of striving. With an adherence to its corporate values of “products need brands, enterprises need brands, and people need brands”, the Company has extended its products from household paper to cross-category household daily necessities including cotton series products, sanitary wipes, baby diapers, etc.
Currently, the Company features three major brands, namely, Jie Rou, Sun, and Dolemi. Main products include paper rolls, coreless rolls, facial tissues, tissue handkerchiefs, wipes, personal care products, baby diapers, cotton tissues, etc. Product series involve Face series, Lotion series, Natural Wood series, Antibacterial Paper series, Jin Zun series, wipes, Sun series, Dolemi series, OKBEBE series, and Cotton Tissue series. Specifics are given in the following:
1. Household paper (Jie Rou brand + Sun brand)
Face Series: Face wettable facial tissue is a feature product of the Company. Through constant quality upgrading, the newly developed four-layer thick facial tissues remain pliable and thick even when they are wet. One piece of this facial tissue is as thick as two pieces of average tissues, which optimizes the products’ user experience and fashion sense. In 2020, in order to better reflect the brand’s image and high-end style, the Company incorporated oil painting elements into its packaging and launched Face oil painting series products, which is called the “artwork of paper tissues”.
Lotion Series: Lotion water retention facial tissues are characterized by the skin-friendly lotion and moisturizing factor. They feel soft and smooth, thanks to the water retention factors. This product is especially suitable for delicate skin and applicable to mothers and infants, people with nasal allergy, and people wearing makeup.
Natural Wood Series: The Company launched the first noble yellow tissues (with low whiteness), "Jie Rou Natural Wood Series" in 2018, based on the consumption concepts of health and safety. Its soft and pliable texture is attributable to 100% imported raw wood pulp. Quality of the whole series is superb.
Antibacterial Series: With the advent of the post-pandemic era in China, the Company introduced the antibacterial series products to keep abreast with changes in the consumption habits of consumers in early 2021. The products contain antibacterial factors and have been proved with experiments to effectively reduce the growth of more than 99% of bacteria on paper tissues. They can effectively inhibit bacteria such as E. coli and staphylococcus aureus, thereby protecting the health of consumers.
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C&S Paper Co., Ltd. Annual Report 2020
Jin Zun Series: Made from 100% imported raw wood pulp, Jin Zun products are thick, pliable, and cost-effective. Wipes: Wipe products of the Company are diversified, including mother and baby wipes, disinfection wipes, personal care wipes, kitchen wipes, and pure water wipes, which can meet the needs of consumers in different scenarios.
Sun Series: The Company launched the new brand Sun in 2019 in conjunction with the 300,000-ton bamboo-pulp-paper integration project in order to accelerate the coverage of high-, mid- and low-end household paper markets in China and satisfy consumption needs at different levels. This initiated the Company’s “dual brand” business strategy. Sun is positioned to be a highly cost-effective product that has good quality yet lower prices. It is the key to raise the market share of the Company in the future.
2. Personal care products (Dolemi brand)
Dolemi Series: In 2019, the Company launched a new personal care brand, Dolemi, to cater for upgrading consumption. The surface of Dolemi pads is made from natural cotton. The products feature two-way air circulation and are elastic, soft, and fit. Thanks to the good air circulation, consumers will feel at ease. They enable women pursuing better quality of life to experience "thin pads and get rid of side leakage".
OKBEBE Series: This care brand for newborn babies was rolled out in 2021. Products include baby diapers and pull-up pants. With medical level high standards, the products are skin-friendly, breathable, dry and easy to absorb. They are dedicated to providing babies with safer and more comfortable growth experience, having passed the surveillance on six product performance indicators including allergenic microbial inspection and production environment bacteria.
3. Quality health products
Cotton Tissue Series: In 2018, the Company stepped out of the household paper field and introduced the "Cotton Tissue" products, which feature 100% fresh cotton, complete physical processes, and unbleached. As being natural, healthy, soft, skin-friendly, and dry-wet dual use, they can be used for personal cleaning and care as cotton pads and face towels, especially by infants and women.
Medical surgical masks: In response to the government’s call, the Company quickly initiated medical mask production and rolled out medical surgical mask products. The products are characterized by “high efficiency filtration, low breathing resistance, and comfortable wearing”, and have passed the EU CE and US FDA certifications. Third-party laboratory testing from US, EU and Japan proves the products to have reached the highest quality standards of their kind.
Other quality health products: In line with the Company’s strategic planning and market needs, the Company successively launched personalized products that are fit with consumer needs since 2020, including makeup removal wipes, feminine care wipes, alcohol disinfectant wipes, mouthwashes, disinfectant hand sanitizers, face wash towels, disposable sweat-absorbent wipes, insoles, etc. This enables the Company to form a diversified development pattern on the basis of pursuing high quality and individualization.
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C&S Paper Co., Ltd. Annual Report 2020
The competition in China’s household paper industry is still fierce and industry concentration is increasing. With strengthened awareness on the concept of healthy living, consumers pay increasing attention to brands. Product quality is still a prominent concern in the industry. Amid all these, the Company has become one of the representative brands of high-end household paper in the market through continuous brand building and quality assurance, and robust production capacity layout and channel expansion. It is ranked among the first echelon in the household paper industry and is well recognized by consumers and capital markets. In addition, with an adherence to the value concept of “Only Care About You”, the Company continues to tap consumer needs and constantly upgrades and optimizes products with leverage on its strong R&D and innovation capabilities. The Company is committed to providing consumers with products of better quality, more comfort, and more tailored to their individual needs. The Company aims to achieve national product coverage which is underpinned by continuously improved product reputation among consumes and strengthened and consolidated brand awareness.
II. Significant Changes in Main Assets
1. Significant changes in main assets
| Main assets | Description of Significant changes |
| Equity assets | No significant changes during the reporting period |
| Fixed assets | No significant changes during the reporting period |
| Intangible assets | No significant changes during the reporting period |
| Construction work in progress | No significant changes during the reporting period |
2. Main overseas assets
□ Applicable √ Not applicable
III. Analysis of Core Competitiveness
1. Belong to the first echelon of the domestic household paper industry
The Company is a top-performing enterprise in the first echelon of the domestic household paper industry. Its products are sold at home and abroad including Southeast Asia, the Middle East, and Europe.
2. Constantly optimized product structure
The Company boasts three major brands, namely, Jie Rou, Sun, and Dolemi. Main products include paper rolls, coreless rolls, facial tissues, tissue handkerchiefs, wipes, personal care products, baby diapers, cotton tissues, etc.
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C&S Paper Co., Ltd. Annual Report 2020
The Company continuously optimizes its product structure and raises the sales proportion of high-end products, high-gross profit products and non-roll categories. In addition, it has strengthened the sales of major series like Face, Lotion, and Natural Wood, formulated distribution standards for each major channel, raised the market share in each channel, and continuously improved the gross profit and profitability of products.
3. Stable and effective management team
The R&D, production, procurement, sales, quality control, and operation teams have successively introduced excellent professionals since 2014. At present, the Company boasts the most outstanding R&D, production, and sales teams in the industry. Its product R&D, quality and marketing management has been effectively reinforced. The management team of the Company has formulated long-term and strategic plans in line with actual situation of the Company, industry development level, and market demands. Moreover, the management team is capable of making reasonable decisions on operation management issues with relation to R&D, production, marketing, investment, and financing, and effectively implementing such decisions. The excellent management team fundamentally guarantees the Company’s competitiveness and sustainable development in the future.
4. Nationwide marketing network
The Company has been building and improving its marketing networks based on its keen and strategic insights and reasonable layout. The Company has enhanced its profitability by expanding its channels from a single dealer channel in 2015 to six channels at present, namely, GT (general trade channels), KA (key account channels), AFH (away from home channels), EC (e-commerce channels), RC (new retail channels), and SC (maternal and infant channels). Its current marketing network covers most of the prefecture-level (and county-level) cities. Products are directly sold to counties and then distributed to towns. This helps achieve segmented and flat market operation and expand the dealer network.
Furthermore, while ensuring the smooth operation of other channels, the Company has established a professional e-commerce operation team, devoted more resources to e-commerce platforms, built and improved the corresponding supply chain system, and intensified its routine operation management. It has reached cooperation with renowned platforms such as Tmall, JD, Pinduoduo, Taobao, Vipshop, Suning, Kuaishou, TikTok, Yunji and NetEase. In addition, it has developed an AFH service team for AFH channels and customer bases to match the growing AFH market. Attributable to a robust sales network plus quality and diversified products, the Company is able to constantly consolidate its market basis, improve consumer experience, and enhance brand reputation, which can help achieve sustainable and stable growth in the future.
5. Nationwide layout of production bases
The Company has developed a production layout covering East China, South China, West China, North China, and Central China, through its subsidiaries including Jiangmen C&S, Yunfu C&S, Sichuan C&S, Zhejiang C&S, Hubei C&S, and Tangshan Branch. Thanks to the nationwide layout of production bases, the Company has narrowed the distance to customers, reduced transportation costs, and enhanced transportation efficiency.
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C&S Paper Co., Ltd. Annual Report 2020
6. Product quality at an international level
The Company has always regarded product quality as its lifeline of survival and development ever since its incorporation. First-class quality derives from first-class raw materials. Raw materials of the Company have passed the ISO quality management system certification. Besides strict feed inspection procedures, it has introduced HACCP food hygiene and safety management system to control the hygiene and quality of products from the source. Moreover, its products have passed ISO9001 quality management system certification which is the strictest detecting system for product quality. The Company has observed internationally-advanced quality management system standards and utilized advanced processes, formulas, and control procedures in production to ensure each technical performance indicator.
7. Good R&D capabilities
The Company is equipped with a complete product development system and the subordinate R&D department boasts strong independent R&D capabilities and excellent product formula technologies. In recent years, the Company has continuously upgraded and optimized its products, in a bid to provide consumers with products of better quality, more comfort, and more aligned with their individual needs. Products of the Company have extended from household paper to cross-category household daily necessities including cotton series products, sanitary wipes, baby diapers, etc. The Company’s speed of bringing forth new products is at the forefront of the industry.
8. First-class production equipment
The Company drives development via technology and has introduced cutting-edge papermaking and processing equipment. Advanced technology and highly automatic equipment have strengthened the Company's efficiency, further satisfied the ever-growing market demands, and served as an unstoppable driving force to development.
9. Outstanding environmental protection awareness and technology
Along with the deepening of industrialization, the concept of environmental protection has been deeply rooted among the people. The Company has adhered to the concept of "seeking green benefits and fulfilling corporate social responsibilities", and utilized advanced environmental protection technologies to pursue its objective of environmental protection. Its waste water and gas emissions are superior to the national standards and industry-leading.
19
C&S Paper Co., Ltd. Annual Report 2020
Section IV Discussion and Analysis of the Operations
I. Overview
In 2020, the COVID-19 pandemic swept across the world, exerting a short-term influence on the procurement, production, and sales of the household paper industry. Nevertheless, management of the Company rapidly responded at the beginning of the outbreak and demonstrated strong comprehensive operational capabilities and anti-risk capabilities. Having gone through the journey of fighting the pandemic, resuming work and production, and orderly arranging pandemic prevention and control work, the Company has converted challenges to opportunities. Meanwhile, the Company has upheld its core strategies and operation objectives. Through united efforts and effective measures including expanding categories, deepening channels and accelerating marketing and promotion, the Company was able to boost results and profits steadily.
In 2020, the Company recorded an operating income of RMB7.824 billion with a YoY increase of 17.91% and a net profit attributable to shareholders of the listed company of RMB906 million, up by 50.02% YoY. This not only successfully fulfills the preset goals for the year, but also lays a solid foundation for the Company to march onto the road of high quality and efficiency development.
1. Expansion of product categories to drive sales
During the reporting period, the Company quickly initiated the production of medical masks in response to the government’s call. In addition, with the arrival of the post-epidemic era, consumption habits of consumers are changed. Amid this, the Company quickly adapted to market demands, seized opportunities, and successively launched products like antibacterial paper, alcohol disinfectant wipes, disinfectant hand sanitizers, and mouthwash. This effectively helped raise its brand effect and form a diversified product strategy. Favorable sales results were achieved for the new products during the reporting period, which promoted the continuous improvement of the operating results and became another profit growth point of the Company.
2. Constant optimization of product structure and improvement of channels to push steady growth in sales
During the reporting period, the Company constantly optimized its product structure and raised the sales proportion of key products and high-gross margin products. In addition, in view of consumers’ preference of online consumption during the pandemic, the Company quickly adapted to market consumption changes, devoted more resources to online channels while ensuring the smooth operation of other channels, and intensified the layout and development of EC channels. As a result, favorable results were achieved in EC channels. In 2020, the Company's gross margin in household paper reached 46.19%, making it the top enterprise in the domestic household paper industry.
3. Increase in gross margin thanks to decrease in international pulp prices
20
C&S Paper Co., Ltd. Annual Report 2020
The price of pulp, the main raw material of the Company, was generally maintained at a relatively low level during the reporting period. Thanks to the decrease in production costs and the Company’s scale effects, its gross profit margin and profitability were boosted. At the end of 2020, pulp prices began to rebound. Nevertheless, procurement team of the Company has stored raw materials in advance with a reliance on its professional predictive ability of the pulp market and sufficient financial strengthen. Thus, this could effectively smooth the cost pressure caused by rise of raw material prices in the future and lay the foundation for the Company to grab market shares and expand sales scale.
4. Employee enthusiasm boosted as the first unlocking/exercise period of the equity incentive plan was
successfully completed
During the reporting period, the Company successfully completed the first unlocking period for first-grant restricted stocks or reserved restricted stocks and the initiation of the first exercise period for stock options under the 2018 Restricted Stock and Stock Option Incentive Plan . The incentive recipients reaped gratifying results. This could enable employees to enjoy the development dividends of the Company and continuously stimulate their enthusiasm, which is conducive to giving full play to the values of all employees and laying a solid foundation for the long-term stable development of the Company.
5. Fulfillment of corporate social responsibilities and demonstrating the corporate culture as a
top-performing enterprise
As a nation enterprise with important social influence and a leading enterprise in the household paper industry, the Company has always been concerned about the medical staff and people at the frontline of the fight against the epidemic and actively fulfilled its corporate social responsibilities. To fight against the pandemic and respond to the government’s call, the Company quickly initiated the production of medical masks and donated RMB10.80 million in cash and disinfectant wipes and other household paper products worth RMB500,000 to support pandemic prevention and control. Viewing the shortage of pandemic prevention materials, the Company also donated over one million pieces of surgical masks and over 5,000 pads for women to front-line epidemic prevention areas and other support units. In February 2021, the Company contributed materials worth more than RMB1 million to front-line epidemic control personnel in Shijiazhuang. In March 2021, the Company helped international fight against the pandemic by giving 4 million pieces of medical masks to Russia, Pakistan, Myanmar and other “Belt and Road” countries. All of these efforts of helping pandemic prevention and control and providing the strongest support for the front-line pandemic fight personnel have embodied the Company’s humanistic spirit of taking responsibility.
21
C&S Paper Co., Ltd. Annual Report 2020
II. Analysis of Principal Businesses
1. Overview
Products of the Company has been extended from household paper to cross-category household daily necessities including cotton series products, sanitary wipes, baby diapers, etc.
Currently, the Company features three major brands, namely, Jie Rou, Sun, and Dolemi. Main products include paper rolls, coreless rolls, facial tissues, tissue handkerchiefs, wipes, personal care products, baby diapers, cotton
tissues, etc. Product series involve Face series, Lotion series, Natural Wood series, Antibacterial Paper series, Jin
Zun series, wipes, Sun series, Dolemi series, OKBEBE series, and Cotton Tissue series.
| Item | 2020 (RMB) | 2019 (RMB) | YoY changes (%) | 2018 (RMB) |
| 7,823,528,416.32 | 6,634,914,352.68 |
17.91% |
5,678,517,623.29 |
|
| Operating income | ||||
| Operating cost | 4,590,904,040.35 | 4,005,421,052.70 |
14.62% |
3,744,105,124.57 |
| Selling expenses | 1,544,562,244.71 | 1,369,553,843.95 |
12.78% |
1,013,014,207.75 |
| Administrative expenses | 364,914,344.30 | 294,516,937.35 |
23.90% |
202,132,450.43 |
| Finance expenses | -18,001,546.24 | 21,476,411.75 |
-183.82% |
55,843,921.52 |
| Net cash flows from operating | 828,200,862.25 | 1,360,374,901.86 |
-39.12% |
437,254,844.25 |
| activities |
2. Revenue and cost
(1) Composition of operating income
Unit: RMB
| 2020 | 2020 | 2019 | 2019 | ||
|---|---|---|---|---|---|
| Proportion in | Proportion in | YoY changes | |||
| Amount | Amount | ||||
| operating income | operating income | ||||
| Total operating | 7,823,528,416.32 | 6,634,914,352.68 |
17.91% |
||
100% |
100% |
||||
| income | |||||
| By industry | |||||
| Household paper | 7,499,908,172.64 | 95.86% |
6,562,535,665.60 |
98.91% |
14.28% |
22
C&S Paper Co., Ltd. Annual Report 2020
| Personal care | 100,000,774.38 | 1.28% |
3,218,698.97 |
0.05% |
3,006.87% |
|---|---|---|---|---|---|
| Others | 223,619,469.30 | 2.86% |
69,159,988.11 |
1.04% |
223.34% |
| By product | |||||
| Finished products | 7,585,449,858.45 | 96.96% |
6,531,531,717.68 |
98.44% |
16.14% |
| Semi-finished | |||||
| 14,459,088.57 | 0.18% |
34,222,646.89 |
0.52% |
-57.75% |
|
| products | |||||
| Others | 223,619,469.30 | 2.86% |
69,159,988.11 |
1.04% |
223.34% |
| By region | |||||
| Domestic | 7,652,670,691.06 | 97.82% |
6,501,041,000.07 |
97.98% |
17.71% |
| Overseas | 170,857,725.26 | 2.18% |
133,873,352.61 |
2.02% |
27.63% |
(2) Industries, products, or regions that accounted for over 10% of the Company's operating income or operating profit
√ Applicable □ Not applicable
Unit: RMB
| YoY changes of | ||||||
|---|---|---|---|---|---|---|
| Gross profit | YoY changes of | YoY changes of | ||||
| Operating income | Operating cost |
operating gross | ||||
| margin | operating income | operating cost | ||||
| profit margin | ||||||
| By industry | ||||||
| Household paper | 7,499,908,172.64 | 4,342,663,520.12 |
42.10% |
14.28% |
10.21% |
2.15% |
| By product | ||||||
| Finished products | 7,585,449,858.45 | 4,367,115,588.55 |
42.43% |
16.14% |
11.71% |
2.28% |
| By region | ||||||
| Domestic | 7,652,670,691.06 | 4,499,766,586.64 |
41.20% |
17.71% |
14.97% |
1.40% |
Where the statistical standards for the Company’s principal business data were adjusted in the reporting period, principal business data of the Company in the recent year adjusted as per statistical standards at the end of the reporting period
□ Applicable √ Not applicable
23
C&S Paper Co., Ltd. Annual Report 2020
(3) Whether the Company’s goods selling income higher than the service income
√ Yes □ No
| Industry | Item | Unit | 2020 | 2019 | YoY changes |
|---|---|---|---|---|---|
| Sales volume | 10,000 boxes | 11,691.68 | 8,724.84 |
34.00% |
|
| Household paper | Production volume | 10,000 boxes | 11,691.94 | 8,866.53 |
31.87% |
| Inventory | 10,000 boxes | 882.65 | 768.51 |
14.85% |
Reasons for YoY changes of relevant data over 30%
√ Applicable □ Not applicable
Sales volume: Compared with 2019, the sales volume in 2020 increased by 29.6684 million boxes or 34%, mainly owing to sales boosting measures adopted by the Company in the reporting period like product structure adjustment, accelerated promotion of key products and new products, continuously improved channel development, etc.
Production volume: Compared with 2019, production volume in 2020 increased by 28.2541 million boxes or 31.87%, mainly owing to the release of production capacity and the increase in sales during the reporting period.
(4) Fulfillment of significant sales contracts signed by the Company as of the end of the reporting period
□ Applicable √ Not applicable
(5) Composition of operating cost
By industry and product
Unit: RMB
| 2020 | 2020 | 2019 | 2019 | |||
|---|---|---|---|---|---|---|
| By industry | Item | Proportion in | Proportion in | YoY changes | ||
| Amount | Amount | |||||
| operating cost | operating cost | |||||
| Principal business | ||||||
| Household paper | 4,342,663,520.12 |
94.59% |
3,940,489,471.54 |
98.38% |
10.21% |
|
| cost | ||||||
| Principal business | ||||||
| Personal care | 36,713,107.52 |
0.80% |
1,258,487.46 |
0.03% |
2,817.24% |
|
| cost | ||||||
| Others | Other business | 211,527,412.71 | 4.61% |
63,673,093.70 |
1.59% |
232.21% |
24
C&S Paper Co., Ltd. Annual Report 2020
cost
Unit: RMB
| 2020 | 2020 | 2019 | 2019 | |||
|---|---|---|---|---|---|---|
| By product | Item | Proportion in | Proportion in | YoY changes | ||
| Amount | Amount | |||||
| operating cost | operating cost | |||||
| Principal business | ||||||
| Finished products | 4,367,115,588.55 |
95.13% |
3,909,345,003.17 |
97.60% |
11.71% |
|
| cost | ||||||
| Semi-finished | Principal business | |||||
12,261,039.09 |
0.27% |
32,402,955.83 |
0.81% |
-62.16% |
||
| products | cost | |||||
| Other business | ||||||
| Others | 211,527,412.71 | 4.61% |
63,673,093.70 |
1.59% |
232.21% |
|
| cost | ||||||
Description: None
(6) Whether the consolidated scope changed during the reporting period
√ Yes □ No
As of December 31, 2020, the Company has 19 subsidiaries which are included in the consolidated scope, as detailed in “Note IX. Equities in other Entities”. Compared with last year, one subsidiary has been newly added into the consolidated scope this year. For details, see “Note VIII. Changes in Consolidated Scope”.
(7) Description on significant changes or adjustments of the Company’s businesses, products or services in the reporting period
□ Applicable √ Not applicable
(8) Major customers and suppliers
Major customers of the Company
| Major customers of the Company | |
|---|---|
| Total sales to the top five customers (RMB) | 2,445,154,280.92 |
| Proportion of sales to top five customers in total annual sales | 31.25% |
| Proportion of sales to related party among the top five | |
| 0.00% | |
| customers in total annual sales | |
25
C&S Paper Co., Ltd. Annual Report 2020
Information of the top five customers of the Company
| No. | Name of customer | Sales (RMB) | Proportion in total annual sales |
|---|---|---|---|
| 1 | 1st | 876,396,661.34 | 11.20% |
| 2 | 2nd | 650,635,800.84 | 8.32% |
| 3 | 3rd | 418,807,020.50 | 5.35% |
| 4 | 4th | 288,547,374.69 | 3.69% |
| 5 | 5th | 210,767,423.55 | 2.69% |
| Total | -- | 2,445,154,280.92 | 31.25% |
Other descriptions of major customers
√ Applicable □ Not applicable
There is no related party relationship between the top five customers and the Company.
Major suppliers of the Company
| Major suppliers of the Company | |
|---|---|
| Total purchase amount from the top five suppliers (RMB) | 2,393,268,000.87 |
| Proportion of the total purchase amount from the top five | |
| 50.40% | |
| suppliers in total annual purchase amount | |
| Proportion of purchase amount from related parties among the | |
| 0.00% | |
| top five suppliers in total annual purchase amount | |
Information of the top five suppliers of the Company
| Proportion in total annual purchase | |||
|---|---|---|---|
| No. | Name of supplier | Purchase amount (RMB) | |
| amount | |||
| 1 | 1st | 1,256,589,068.94 | 26.46% |
| 2 | 2nd | 509,980,063.97 | 10.74% |
| 3 | 3rd | 256,897,941.48 | 5.41% |
| 4 | 4th | 234,163,222.56 | 4.93% |
| 5 | 5th | 135,637,703.92 | 2.86% |
| Total | -- | 2,393,268,000.87 | 50.40% |
Other descriptions of major suppliers
√ Applicable □ Not applicable
There is no related party relationship between the top five suppliers and the Company.
26
C&S Paper Co., Ltd. Annual Report 2020
3. Expenses
Unit: RMB
| 2020 | 2019 | YoY changes | Description of significant changes | |
|---|---|---|---|---|
| Selling expenses | 1,544,562,244.71 | 1,369,553,843.95 |
12.78% |
|
| Administrative expenses | 364,914,344.30 | 294,516,937.35 |
23.90% |
|
| -18,001,546.24 | 21,476,411.75 |
Finance expenses: A reduction of | ||
| RMB39,477,957.99 or 183.82% was | ||||
| witnessed in the reporting period | ||||
| Finance expenses | -183.82% |
compared with 2019, mainly due to the |
||
| decrease in bank interest expenses and | ||||
| in exchange gains and losses during the | ||||
| reporting period. | ||||
| R&D expenses | 190,298,633.61 | 176,374,287.34 |
7.89% |
4. R&D investment
√ Applicable □ Not applicable
Main R&D projects of the Company in 2020 included the following:
-
Debut of Jie Rou oil painting series products: Being thick, pliable, and soft with exquisite high-definition embossing, the products are “artwork” of paper towels.
-
Antibacterial tissue and roller series products: The products can remain initial cleanliness despite that their use environment is contaminated by bacteria or after they wipe the bacteria daily. They have no irritation to the skin and mucous membranes.
-
High-quality medical surgical masks: The products are characterized by “high efficiency filtration, low breathing resistance, and comfortable wearing”, and have passed the EU CE and US FDA certifications. Third-party laboratory testing from US, EU and Japan proves the products to have reached the highest quality standards of their kind. The Company’s R&D, production and sales of medical masks was a response to the government’s call at the outbreak of the epidemic, which both fulfilled the Company’s social responsibilities and solved employees’ use of masks.
-
Antibacterial hand sanitizers: The products can effectively inhibit intestinal pathogenic bacteria and pyogenic bacilli. With plant extracts and water rendition ingredients, they can keep the skin soft and moisturizing.
-
Small-package sanitary pads: The Company developed easy-to-carry pads by catering to the demands of girls
27
C&S Paper Co., Ltd. Annual Report 2020
aging 15 to 25 who prefer small and cute packaging. Launched in June 2020, the products can attract young consumers for the Dolemi brand.
R&D investment of the Company
| 2020 | 2019 | Change | |
|---|---|---|---|
| Number of R&D personnel (person) | 397 | 438 |
-9.36% |
| Proportion of R&D personnel | |||
| 6.00% | 7.25% |
-1.25% |
|
| headcount | |||
| Amount of R&D investment (RMB) | 190,298,633.61 | 176,374,287.34 |
7.89% |
| Proportion of R&D investment in | |||
| 2.43% | 2.66% |
-0.23% |
|
| total operating income | |||
| Amount of capitalized R&D | |||
| 0.00 | 0.00 |
0.00% |
|
| investment (RMB) | |||
| Proportion of capitalized R&D | |||
| 0.00% | 0.00% |
0.00% |
|
| investment in total R&D investment | |||
Reason for marked changes over the last year of the proportion of R&D investment in operating income
□ Applicable √ Not applicable
Reason for marked changes of the proportion of R&D investment capitalization and its reasonable explanation
□ Applicable √ Not applicable
5. Cash flow
Unit: RMB
| Item | 2020 | 2019 | YoY changes |
|---|---|---|---|
| Subtotal of cash in-flow from | 7,802,290,765.25 | 7,225,605,514.97 |
|
7.98% |
|||
| operating activities | |||
| Subtotal of cash out-flow from | 6,974,089,903.00 | 5,865,230,613.11 |
|
18.91% |
|||
| operating activities | |||
| Net cash flow from operating | 828,200,862.25 | 1,360,374,901.86 |
-39.12% |
28
C&S Paper Co., Ltd. Annual Report 2020
| activities | |||
|---|---|---|---|
| Subtotal of cash in-flow from | 179,801,840.88 | 1,489,516.51 |
|
11,971.15% |
|||
| investing activities | |||
| Subtotal of cash out-flow from | 561,677,417.02 | 730,059,032.35 |
|
-23.06% |
|||
| investing activities | |||
| Net cash flow from investing | -381,875,576.14 | -728,569,515.84 |
|
47.59% |
|||
| activities | |||
| Subtotal of cash in-flow from | 411,994,677.00 | 515,060,991.14 |
|
-20.01% |
|||
| financing activities | |||
| Subtotal of cash out-flow from | 481,103,146.23 | 842,676,049.62 |
|
-42.91% |
|||
| financing activities | |||
| Net cash flow from financing | -69,108,469.23 | -327,615,058.48 |
|
78.91% |
|||
| activities | |||
| Net increase in cash and cash | 374,037,282.75 | 304,867,380.91 |
|
22.69% |
|||
| equivalents | |||
Main influencing factors of significant YoY changes in relevant data
-
√ Applicable □ Not applicable
-
Net cash flow from operating activities: This item recorded a decrease of RMB532,174,039.61 or 39.12% in the reporting period compared with 2019, mainly due to the increase in payment for materials and various taxes and fees during the reporting period.
-
Net cash flow from investing activities: This item recorded an increase of RMB346,693,939.70 or 47.59% in the reporting period compared with 2019, mainly due to the increase in received financial principals and the decrease in payment for engineering equipment during the reporting period.
-
Net cash flow from financing activities: This item recorded an increase of RMB258,506,589.25 or 78.91% in the reporting period compared with 2019, mainly due to the increase in cash received from borrowings and the decrease in cash paid for debt repayment during the reporting period.
Reason for significant differences between the net cash flow from operating activities and the net profit of the year during the reporting period
□ Applicable √ Not applicable
29
C&S Paper Co., Ltd. Annual Report 2020
III. Analysis of Non-principal Businesses
√ Applicable □ Not applicable
Unit: RMB
| Proportion in total | Is it consistently | |||
|---|---|---|---|---|
| Amount | Explanation of reason | |||
| profit | applied? | |||
| Returns on principal-protected wealth | ||||
| Investment income | 3,868,134.28 | 0.36% |
management products at maturity and reverse |
No |
| repo of treasury bonds | ||||
| Profit and loss from | ||||
| changes in fair |
0.00% | |||
| value | ||||
Provision for impairment of inventories and |
||||
| Asset impairment | -15,863,724.17 | -1.46% |
No | |
provision for impairment of fixed assets |
||||
| Non-operating | Government grants, income from fine and |
|||
| 5,429,670.00 | 0.50% |
No | ||
| income | compensation, and others |
|||
| Non-operating | ||||
| 20,912,859.12 | 1.92% |
External donations and others |
No | |
| expense | ||||
IV. Analysis of Assets and Liabilities
1. Significant changes in the composition of assets
The Company implemented the new revenue standard or the new lease standard for the first time from 2020 and adjusted the relevant items of the financial statements as at the beginning of the year of adoption Applicable
Unit: RMB
| End of 2020 | End of 2020 | Beginning of 2020 | Beginning of 2020 | |||
|---|---|---|---|---|---|---|
| Proportio | Proportion | Proportio | ||||
Explanation of significant changes |
||||||
| Amount | n in total | Amount | in total | n changes | ||
| assets | assets | |||||
| 1,125,196,199.56 | Monetary funds: This item recorded an |
|||||
| Monetary funds | 15.05% |
703,746,624.42 |
11.68% |
3.37% |
||
increase of RMB421,449,575.14 or |
||||||
30
C&S Paper Co., Ltd. Annual Report 2020
| 59.89% in the reporting period | ||||||
|---|---|---|---|---|---|---|
| compared with the end of 2019, mainly | ||||||
| owing to the increase in the net cash | ||||||
| flow from investing activities and | ||||||
| financing activities during the reporting | ||||||
| period. | ||||||
| 1,051,423,939.59 | Accounts receivable: This item | |||||
| recorded an increase of | ||||||
| RMB243,651,041.91 or 30.16% in the | ||||||
| Accounts | ||||||
14.06% |
807,772,897.68 |
13.40% |
0.66% |
reporting period compared with the end |
||
| receivable | ||||||
| of 2019, mainly owing to the increase | ||||||
| in accounts receivable during the | ||||||
| reporting period. | ||||||
| 1,661,274,495.32 | Inventory: This item recorded an | |||||
| increase of RMB674,868,806.15 or | ||||||
68.42% in the reporting period |
||||||
| Inventory | 22.21% |
986,405,689.17 |
16.37% |
5.84% |
||
compared with the end of 2019, mainly |
||||||
| owing to the increase in raw material | ||||||
| inventories during the reporting period. | ||||||
| Investment | 34,575,365.94 | |||||
0.46% |
36,039,381.30 |
0.60% |
-0.14% |
|||
| property | ||||||
| Long-term equity | ||||||
| 0.00% | 0.00% | 0.00% |
||||
| investment | ||||||
| Fixed assets | 2,792,587,302.21 | 37.34% |
2,921,392,106.87 |
48.48% |
-11.14% |
|
| 275,904,617.95 | Construction work in progress: This | |||||
| item recorded an increase of | ||||||
| RMB220,170,381.04 or 395.049% in | ||||||
| Construction | ||||||
3.69% |
55,734,236.91 |
0.92% |
2.77% |
the reporting period compared with the |
||
| work in progress | ||||||
| end of 2019, mainly owing to the | ||||||
| increase in construction projects during | ||||||
| the reporting period. | ||||||
| Short-term | 142,942,941.34 | 1.91% |
14,721,492.38 |
0.24% |
1.67% |
This item recorded an increase of |
31
C&S Paper Co., Ltd. Annual Report 2020
| borrowings | RMB128,221,448.96 or 870.98% in the | |||||
|---|---|---|---|---|---|---|
| reporting period compared with the end | ||||||
| of 2019, mainly owing to the increase | ||||||
| in short-term borrowings from banks | ||||||
| during the reporting period. | ||||||
| This item recorded a decrease of | ||||||
| RMB22,500,000.00 or 100.00% in the | ||||||
| Long-term | reporting period compared with the end |
|||||
| 0.00% | 22,500,000.00 |
0.37% |
-0.37% |
|||
| borrowings | of 2019, mainly owing to the early |
|||||
| repayment of long-term borrowings | ||||||
| during the reporting period. |
2. Assets and liabilities measured at fair value
□ Applicable √ Not applicable
3. Restriction of asset rights as at the end of the reporting period
| Item | 2020.12.31 | Reason for restriction |
|---|---|---|
| Monetary funds (RMB) | 75,162,063.84 | Security deposits for issuing letter of credit and notes |
| Total (RMB) | 75,162,063.84 |
V. Analysis of Investment
1. Overview
√ Applicable □ Not applicable
| Investment amount during the reporting | Investment amount of previous year | |
|---|---|---|
| Changes | ||
| period (RMB) | (RMB) | |
| 561,677,417.02 | 730,059,032.35 |
-23.06% |
2. Major equity investment during the reporting period
□ Applicable √ Not applicable
32
C&S Paper Co., Ltd. Annual Report 2020
3. Major non-equity investment during the reporting period
□ Applicable √ Not applicable
4. Financial asset investment
(1) Security investment
□ Applicable √ Not applicable
The Company did not invest in securities during the reporting period.
(2) Derivative investment
□ Applicable √ Not applicable
The Company did not invest in derivatives during the reporting period.
5. Use of raised funds
□ Applicable √ Not applicable
No raised funds were used by the Company during the reporting period.
VI. Major Asset and Equity Sales
1. Sales of major assets
□ Applicable √ Not applicable
The Company did not sell major assets during the reporting period.
2. Sales of major equity
□ Applicable √ Not applicable
33
C&S Paper Co., Ltd. Annual Report 2020
VII. Analysis of Main Holding and Joint-stock Companies
√ Applicable □ Not applicable
Description of main subsidiaries and of joint-stock companies which have influence on the Company’s net profit by over 10%
Unit: RMB
| Company | Company | Registered | ||||||
|---|---|---|---|---|---|---|---|---|
| Principal businesses | Total assets | Net assets | Operating income | Operating profit | Net profit | |||
| name | type | capital | ||||||
| R&D, production, and sales (including online sales): | ||||||||
| household paper, maternal and infant products, | ||||||||
| cosmetics, wipes, non-woven products, daily necessities, | ||||||||
| and cleaning supplies; sales (including online sales) of | ||||||||
| Jiangmen | Class I and II medical devices. (The above items do not | RMB345,985, | ||||||
| Subsidiary | 1,762,755,225.91 |
1,503,245,893.46 |
1,481,156,722.41 |
238,073,124.23 |
204,403,346.14 |
|||
| C&S | involve special management measures for the access of | 031 | ||||||
| foreign investment.) (For items that must be approved in | ||||||||
| accordance with the law, the company may carry out | ||||||||
| business operations upon approval by competent | ||||||||
| departments.) | ||||||||
| R&D, production, wholesale, retail and online sales: | ||||||||
| household paper, sanitary products, maternal and infant | ||||||||
| Yunfu | RMB650 mill | |||||||
| Subsidiary | products, daily necessities, cosmetics, medical devices, | 2,159,000,142.58 |
1,359,647,571.56 |
2,842,001,060.24 |
396,387,504.77 |
348,421,782.34 |
||
| C&S | ion | |||||||
| sanitary materials, non-woven fabrics and products, | ||||||||
| polymer materials and products, daily sundries, and |
34
C&S Paper Co., Ltd. Annual Report 2020
| disinfection supplies (excluding hazardous chemicals); | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| wholesale, retail and online sales: food; import and | |||||||||
| export of goods and technologies (excluding the import | |||||||||
| and export of goods and technologies prohibited by the | |||||||||
| State or involving administrative approval); warehousing | |||||||||
| services (limited to warehouses qualified in fire | |||||||||
| protection without hazardous chemicals). (For items that | |||||||||
| must be approved in accordance with the law, the | |||||||||
| company may carry out business operations upon | |||||||||
| approval by competent departments.) | |||||||||
| Licensed items: production of sanitary products and | |||||||||
| disposable medical supplies; import and export of goods | |||||||||
| (for items that must be approved in accordance with the | |||||||||
| law, the company may carry out business operations upon | |||||||||
| approval by competent departments, and the specific | |||||||||
| business items are subject to the approval document or | |||||||||
| Sichuan | RMB100 mill | ||||||||
| Subsidiary | the permit issued by relevant department). General items: | 1,190,428,729.88 |
853,862,145.19 |
1,783,389,934.49 |
218,982,290.16 |
185,928,308.11 |
|||
| C&S | ion | ||||||||
| sales of sanitary products and disposable medical | |||||||||
| supplies; sales of personal hygiene products; sales of | |||||||||
| daily necessities; manufacture of paper products; sales of | |||||||||
| paper products; manufacture of paper; manufacture of | |||||||||
| daily chemical products; sales of daily chemical | |||||||||
| products; sales of Class II medical devices; sales of Class |
35
C&S Paper Co., Ltd. Annual Report 2020
| I medical devices; manufacture of industrial textile | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| products; sales of industrial textile products; manufacture | |||||||||
| of maternal and infant products; sales of maternal and | |||||||||
| infant products. (The company may carry out business | |||||||||
| operations independently according to the law based on | |||||||||
| the business license, except for items that must be | |||||||||
| licensed according to the law.) | |||||||||
| Licensed items: production of sanitary products and | |||||||||
| disposable medical supplies; production of cosmetics (for | |||||||||
| items that must be approved in accordance with the law, | |||||||||
| companies may carry out business operations upon | |||||||||
| approval by relevant departments, and the specific | |||||||||
| business items are subject to the approval document or | |||||||||
| the permit issued by competent department). General | |||||||||
| Hubei | items: sales of sanitary products and disposable medical | RMB200 mill | |||||||
| Subsidiary | 1,361,067,365.05 |
373,922,157.82 |
1,075,896,640.52 |
144,907,802.92 |
106,898,341.64 |
||||
| C&S | supplies; retail of cosmetics; wholesale of cosmetics; | ion | |||||||
| manufacture of paper; sales of personal hygiene products; | |||||||||
| sales of knitwear; manufacture of maternal and infant | |||||||||
| products; sales of maternal and infant products; sales of | |||||||||
| paper products; manufacture of paper products; sales of | |||||||||
| daily necessities; sales of daily chemical products; sales | |||||||||
| of disinfectants (excluding hazardous chemicals); | |||||||||
| Internet sales (excluding the sales of commodities |
36
C&S Paper Co., Ltd. Annual Report 2020
==> picture [85 x 165] intentionally omitted <==
requiring a permit); sales of Class I medical devices; sales of Class II medical devices; import and export of goods and technologies (excluding the import and export of goods and technologies prohibited by the State or involving administrative approval). (For items that must be approved in accordance with the law, the company may carry out business operations upon approval by competent departments.)
==> picture [397 x 165] intentionally omitted <==
Acquisition and disposal of subsidiaries during the reporting period
□ Applicable √ Not applicable
Description of main holding and joint-stock companies
37
C&S Paper Co., Ltd. Annual Report 2020
VIII. Structured Entities Controlled by the Company
□ Applicable √ Not applicable
IX. Outlook of the Company’s Future Development
1. Future development trend of the industry in which the Company lies
(1) Analysis of industry status quo
China’s household paper market is growing steadily, while market competition is extremely fierce. New project investments are led by the capacity expansion of leading companies and the equipment upgrading of existing central companies, which facilitates further concentration of the industry and improvement of overall equipment level. The relative overcapacity and demanding environmental protection requirements put more pressure on small- and medium-sized enterprises. Leveraging the sharp drop in pulp prices and economies of scale, leading companies have adopted a series of effective measures to better their gross profit margin, including energy saving and consumption reduction, increasing inputs on the development of EC channels and other new channels, optimizing product structure, and launching new products with high value addition.
The household paper market, especially the high-end household paper market, will be substantially boosted along with the continuous growth of China’s economy, improvement of people’s living standards, and the advancement of consumption concepts. However, owing to China-US trade frictions and uncertainties brought by exchange rate fluctuations and future pulp prices, operating pressure is still great for the household paper industry.
(2) Industry development trend
1) Outdated capacity will be phased out and companies of the first echelon will gain greater market opportunities. Competent government departments at all levels have strengthened supervision, administration and enforcement of the household paper industry and released a series of regulations and policies, including the Development Policy of the Paper Industry , Notice of the State Council on Printing the Comprehensive Work Plan for Energy Conservation and Emission Reduction , W ater Pollutant Discharge Standards for the Pulp and Water Industry , Norm of Water Intake for Paper Products , Twelfth Five-Year Plan for Paper Industry Development , and Catalogs for the Management of Imported Wastes . Companies with reasonable economic scale, high energy and water consumption or not up to discharge standards were shut down or ordered for rectification within a time frame. Thus, a large number of backward production capacities have been eliminated. With increasingly stringent environmental protection polices, small- and medium-sized enterprises in the industry are further phased out, thereby releasing certain market shares. Meanwhile, first echelon enterprises in the industry are rapidly expanding production scale to meet market demands and seize market shares.
2) Operating models are continually innovated and product structures are constantly optimized. At present,
38
C&S Paper Co., Ltd. Annual Report 2020
marketing of the household paper industry is still dominated by traditional distributors and modern supermarkets. However, with the continuous improvement of e-commerce channels in recent years, the percentage of e-commerce shares is rapidly growing. Some leading companies have been promoting social media marketing such as WeChat official accounts, Weibo, and live webcasting, and have increased inputs in the development of e-commerce channels. At the same time, in order to cater to the rapidly growing demands of consumers, companies continue to carry out product innovations, upgrade product specifications and packaging designs, optimize product structures, and develop new products by capturing in time changes in the consumption concepts of consumers. Diversified operating models emerge in the industry and product structures are further optimized. 3) Equipment upgrading and product R&D are intensified. People’s demand for household paper is bound to rise along with the improvement of living standards, requiring constant product capacity expansion in the household paper industry. As such, it is inevitable for companies of the industry to choose large-scale and automated production equipment, which can also meet the demands for low energy consumption, low water consumption, and low pulp consumption specified in the overall requirements of the State’s industrial policies for energy conservation, consumption reduction and pollution reduction. In recent years, imports of household paper equipment have been trending up in China, with a focus on the imports of body paper machines. Meanwhile, some large-scale domestic equipment is also constantly optimized and improved. It is foreseeable that large scale and automation of production equipment will be the development direction of the household paper industry in the future.
4) Competitiveness of China’s household paper production companies in the international market will be further intensified. With the rapid development of the household paper industry in China, local enterprises occupy most of the domestic market shares. On the basis of meeting domestic demands, household paper manufactured in China has been exported to a range of countries and regions around the world with certain competitive advantages. In the future, the competitiveness of Chinese household paper production enterprises in the international market will be steadily enhanced.
2. Development strategy and planning of the Company
(1) The Company’s development strategy
As a member of the first echelon in the domestic household paper industry, the Company will continue to better its independent R&D capabilities and tap product formulas and production processes to meet multi-layered and differentiated product needs of the market. Adhering to the development vision of “building a century-old enterprise with hundred billion market value”, the Company uses cutting-edge equipment and first-class raw materials to produce quality products. Corporate values are “putting consumers first, partners at the focus and employees at the core; pursuing win in doing things and virtue in daily life”, which is the basis for improving return to shareholders. The Company will continue horizontal integration and establish strategic alliances with key customers. It will further enhance its core competitiveness and product R&D capabilities with a focus on core
39
C&S Paper Co., Ltd. Annual Report 2020
businesses. When it comes to marketing, the Company will further expand marketing networks, fulfill the management requirements of building first-class brands, systems and talents, and grab channel networks and terminal resources.
(2) The Company’s development planning
With the continuous expansion of sales scale, the Company steadily puts in production capacity in alignment with the market environment and sales expansion tempo, to reach a dynamic balance of production and sales. Meanwhile, it has strengthened the construction of each base. In the future, the Company will expand product categories based on the development trends of the industry. Beyond making household paper of highest quality, the Company will also explore new product categories with product quality always coming first. In addition, the Company will tap deeper into channel development, further increase product coverage, and promote its steady development in an all-round manner.
40
C&S Paper Co., Ltd. Annual Report 2020
X. Reception of Researches, Communications, Interviews and Other Activities
1.Registraiton form for the reception of researches, communications, interviews and other activities during the reporting period
√ Applicable □ Not applicable
| Type of | ||||||
|---|---|---|---|---|---|---|
| Reception | Reception | Main content discussed | Index of the basic | |||
| Reception time | reception | Reception object | ||||
| location | method | and information provided | situation of the survey | |||
| object | ||||||
| Taikang Asset Management, Torq Capital Management, Norges Bank Investment | ||||||
| Management, Teng Yue Partners, Snow Lake Capital, Snow Lake Capital, Green | ||||||
| Please refer to the record | ||||||
| Court Capital, Kaizen, Golden Nest Capital, Lygh Capital, Yiheng Capital, Kora | Status quo and future | |||||
| Field | sheet of IR activities | |||||
| January 7, 2020 | Beijing | Institution | Management, Toona Tree Capital Partners, Wt Capital, Keywise Capital, Pinpoint, | development plan of the | ||
| research | disclosed on CNINFO for | |||||
| Keywise Capital, Safe & Sic, 3w Fund Management, Goldstream Capital | Company | |||||
| details. | ||||||
| Management, Oxbow Capital Management, Invesco, China Orient Asset | ||||||
| Management, Janchor Partners | ||||||
| Institution | CITI Millennium Capital Management, Fidelity Management&Research, Amundi | Status quo and future | Please refer to the record | |||
| Pioneer (Asia), BlackRock Inv Mgmt LLC (NJ), Bosera Asset Management Co Ltd, | development plan of the | sheet of IR activities | ||||
| Bosvalen Asset Management, China Southem Fund Management, Eastspring | Company | disclosed on CNINFO for | ||||
| Field | ||||||
| January 8, 2020 | Hong Kong | Investments Singapore Ltd, Eurzon Capital SGR SPA, Fuh Hwa Asset Management, | details. | |||
| research | ||||||
| Green Court Management Holding, JK Capital Mgmt Ltd, Macquane Investment | ||||||
| Mgmt(Asia), Morgan Stanley AM Singapore, Optimas Capital Limited, Pinebridge | ||||||
| investments Asia Ltd, PingAn Ins Group Co of china, SPARX Asia Investment |
41
C&S Paper Co., Ltd. Annual Report 2020
| Advisors, Sumitomo Mitsui DS AM CO, T Rowe Price, Point72 Asset Management, | ||||||
|---|---|---|---|---|---|---|
| Allianz Asia, BEA Union investment Management Ltd, JK Capital Mgmt Ltd, | ||||||
| Pinpoint Asset management Ltd, RBC IM (AsIa) LTD, SPARX ASia Investment | ||||||
| Advisors, Sumitomo Mitsui DS AM CO, Trivest Advisors, Value Partners | ||||||
| Field | Institution | Status quo and future | Please refer to the record | |||
| research | development plan of the | sheet of IR activities | ||||
| January 16, 2020 | Shenzhen |
Perseverance Asset Management | ||||
| Company | disclosed on CNINFO for | |||||
| details. | ||||||
| Field | Institution | Status quo and future | Please refer to the record | |||
| research | development plan of the | sheet of IR activities | ||||
| January 17, 2020 | Zhongshan |
Causeway Capital Management LLC., Golden Nest Capital Management | ||||
| Company | disclosed on CNINFO for | |||||
| details. | ||||||
| Institution | GOLDMAN SACHS, NOMURA ASSET MANAGEMENT, MACQUARIE | Status quo and future | Please refer to the record | |||
| SECURITIES, ALLIANZ GLOBAL INVESTORS HONG KONG LTD, ASPEX | development plan of the | sheet of IR activities | ||||
| MANAGEMENT (HK) LIMITED, BEA UNION INVESTMENT MANAGEMENT | Company | disclosed on CNINFO for | ||||
| LTD, PAG CAPITAL, PICTET ASSET MANAGEMENT (HONG KONG) LTD, | details. | |||||
| February 17, | Telephone | SAMSUNG ASSET MANAGEMENT HK LTD, TORG CAPITAL | ||||
| / | ||||||
| 2020 | research | MANAGEMENT(HK) LIMITED, BLACKROCK FINANCIAL | ||||
| MANAGEMENT(HONG KONGLFIDELITY INVESTMENT MANAGEMENT | ||||||
| (HK), APS, BANK OF COMMUNICATIOAND SCHRODERS, BARINGS, BNP | ||||||
| PARIBAS, BOSERA, BOSHENG CAPITAL, CENTERLINE, CHINA | ||||||
| EVERBRIGHT, CIS ASSET MANAGEMENT, COMGEST, CSFG |
42
C&S Paper Co., Ltd. Annual Report 2020
| INTERNATIONAL ASSET MANAGEMENT, HARVEST GLOBAL | ||||||
|---|---|---|---|---|---|---|
| INVESTMENTS LTDINVESCO HONG KONG LIMITED, EAST CAPITAL, | ||||||
| EASTSPRING, FIDELITY MANAGEMENT RESEARCH (HONG KONG), | ||||||
| FIDELITY INVESTMENT MANAGEMENT (HK), FIL, FORCHN, FOSUN | ||||||
| GROUP, LAZARD ASSET MANAGEMENT, MANULIFE ASSET | ||||||
| MANAGEMENT(HONG KONG)CO LTD, FULLGOAL FUND, GAVEKAL, GIC, | ||||||
| GREENWOOD ASSET MANAGEMENT, MILLENNIUM CAPITAL | ||||||
| MANAGEMENT (HONGKONG), GUOTAI JUNAN ASSETS (ASIA) LIMITED, | ||||||
| HORIZON ASSET, HT INTERNATIONAL, HUATAI BAIRUI JIJING, INVENTIO, | ||||||
| INVESCO, KADENSA, LMR, LYGH CAPITAL, MIGHTY DIVINE, MLP, MOON | ||||||
| CAPITAL, MORGAN STANLEY, NORGES BANK, OBERWEIS, OLD PEAK, OP | ||||||
| CAPITAL, OPTIMAS, ORIENT, OXBOW, PARANTOUX, PAT, PINPOINT, | ||||||
| POINT 72, POWER PACIFIC, PACIFIC ALLIANCE, PRUDENCE, SAFE, | ||||||
| SCHONFELD, SEVARA CAPITAL, SUMMER CAPITAL, SUMOTOMO MITSUI, | ||||||
| TBP, TORQ, TRIKON, TX CAPITAL, UBS, VALUE PARTNERS, WELLINGTON, | ||||||
| TYBOURNE CAPITAL MANAGEMENT, WELLS CAPITAL MANAGEMENT, | ||||||
| POINT 72 ASSET MGT, GREENWOODS ASSET MGT , BNP PARIBAS | ||||||
| INVESTMENT, FOSUN ASSET MGT, FUH HWA ASSET MGT, NEW SILK | ||||||
| ROAD INVESTMENT, JK CAPITAL MGT, WININGTON, CMBI SINGAPORE, | ||||||
| AVEREST CAPITAL, CGS-CIMB | ||||||
| Bank of China Investment Management, China Asset Management, Huatai Asset | Status quo and future | Please refer to the record | ||||
| Telephone | ||||||
| March 23, 2020 | / | Institution | Management, Huatai Baoxing Fund Management, Huatai PineBridge Investments, | development plan of the | sheet of IR activities | |
| research | ||||||
| HuaAn Funds proprietary trading, Hongde Fund, HFT Fund, Guotai Asset | Company | disclosed on CNINFO for | ||||
43
C&S Paper Co., Ltd. Annual Report 2020
| Management, GF Fund Management, Changsheng Fund, CITIC AMC, CICC Asset | details. | |||||
|---|---|---|---|---|---|---|
| Management, CITIC self-owned equity investment, Bank of Beijing Scotiabank | ||||||
| Asset Management, Zhonghai Fund, CMB Wealth Management, Maxwealth Fund, | ||||||
| Yingda Securities self-owned equity investment, Aegon-Industrial Fund, StarRock | ||||||
| Investment, First State Cinda Fund, Xinyuan Asset Management, New China Fund, | ||||||
| Xiangcai Fund, Tianfeng Asset Management, Taikang Asset, Taiping Asset, | ||||||
| Schroders, SWS MU Fund Management, Shenjiu Asset, National Council for Social | ||||||
| Security Fund, AXA SPDB Investment Managers, Penghua Fund, Panhou Dongliang | ||||||
| Capital Management, Nuode Asset Management, Lion Fund Management, Southern | ||||||
| Asset Management, Morgan Stanley Huaxin Fund Management, HSBC Jintrust Fund | ||||||
| Management, ICBC Credit Suisse, Fullgoal Fund, Donghai Funds, Dacheng Fund, | ||||||
| Caitong Asset, Caitong Fund Management | ||||||
| FOUNTAIN CAP, ALLIANZ, SUMITOMO, CIFM, PING AN ASSET, FUHHWA, | ||||||
| AGI, MIGHTY DEVINE, BNP, ESG, ORCHID ASIA, CENTERLINE, VALUE | ||||||
| PARTNERS, JK CAPITAL, CLOUGH CAPITAL, HK, MACQ, ATLANTIS, MLP, | ||||||
| Telephone | XING TAI, AR CAPITAL SG, MANULE LIFE, WELLINGTON, MANULIFE, | |||||
| Please refer to the record | ||||||
| research, | LYGH CPT, CITI, FIL, BARINGS, 3W FUND MGMT LTD, | Status quo and future | ||||
| sheet of IR activities | ||||||
| May 8, 2020 | / | Internet | Institution | ALLIANCEBERNSTEIN LP, ALLIANZ GLOBAL INVESTORS ASIA PACIFIC | development plan of the | |
| disclosed on CNINFO for | ||||||
| communic | LTD, ARISAIG PARTNERS (ASIA) PTE LTD, ARTISAN PARTNERS ASSET | Company | ||||
| details. | ||||||
| ation | MANAGEMENT INC, CHAMPLAIN INV PARTNERS LLC, CHINA ASSET | |||||
| MGMT (HONG KONG) LTD, CHINA EVERBRIGHT ASSETS MGMT LTD, | ||||||
| CHINA ORIENT INTL ASSET MGMT LTD, CLIENT 8888 - BEIJING, CLOUGH | ||||||
| CAPITAL PARTNERS, CREDIT SUISSE - COMMERCIAL BANK, CSFG ASSET |
44
C&S Paper Co., Ltd. Annual Report 2020
==> picture [201 x 467] intentionally omitted <==
MGMT LTD, DAIWA SB INVS (HK) LTD, EASTSPRING INVS (SINGAPORE) LTD, FIL - HONG KONG, FORCHN INTL ASSET MGMT CO LTD, FULLGOAL FUND MGMT CO LTD, GAVEKAL CAPITAL LTD, GIC PTE LTD, GLG PARTNERS LP, GOLDMAN SACHS ASSET MGMT, GREENWOODS ASSET MGMT HK LTD, HAITONG INTL SECS, HARVEST GLOBAL INVS LTD (HGI), INVESCO ASIA LTD - HONG KONG, KADENSA CAPITAL LTD, LYGH CAPITAL PTE LTD, MIGHTY DIVINE INV MGMT, MILESTONE CAPITAL, MILLENNIUM PARTNERS LP, NEW SILK ROAD INV, NORGES BANK, OXBOW CAPITAL MGMT (HK) LTD, PACIFIC ALLIANCE INV MGMT (HK) LTD, PAG CAPITAL - HONG KONG, PICC ASSET MGMT, PICEA INV MGMT LTD, PINEBRIDGE INVS LLC, PING AN INS (GROUP) CO OF CHINA LTD, PINPOINT ASSET MGMT LTD, POINT72 HONG KONG LTD, SAGA TREE CAPITAL ADVISORS PTE LTD, SEIGA ASSET MGMT LTD, SPQ ASIA CAPITAL LTD, SPRINGS CAPITAL (HONG KONG) LTD, SUMITOMO MITSUI TRUST (HK) LTD, TIAA-CREF INV MGMT LLC - NEW YORK, TX CAPITAL (HK) LTD, WELLINGTON MGMT CO LLP, WELLS CAPITAL MANAGEMENT, CHANG XIN ASSET MANAGEMENT, YUANCE INVESTMENT, GALAXY AMC, AEGON-INDUSTRIAL FUND, WESTERN LEADBANK FMC, TONGTAI AMC, CHINA NATURE ASSET MANAGEMENT, CHINA INTERNATIONAL FUND MANAGEMENT, ORIENT SECURITIES ASSET MANAGEMENT, AXA SPDB INVESTMENT MANAGERS, PENGHUA FUND, SOUTHERN ASSET MANAGEMENT, CHINA UNIVERSAL ASSET MANAGEMENT, HUATAI-PINEBRIDGE INVESTMENTS, HUANENG CAPITAL, HUAAN
==> picture [197 x 467] intentionally omitted <==
45
C&S Paper Co., Ltd. Annual Report 2020
FUNDS, HONGDE FUND, CHINA LIFE AMP ASSET MANAGEMENT, GF SECURITIES, GF FUND MANAGEMENT, TOPSPERITY FUND, DACHENG FUND, BOSHENG CAPITAL MANAGEMENT, BINYUAN CAPITAL, and investors that attended the Company’s online 2019 annual performance briefing
46
C&S Paper Co., Ltd. Annual Report 2020
Section V Significant Events
I. Profit Distribution of the Ordinary Shares and Conversion of Capital Reserve to Share Capital of the Company
Formulation, implementation or adjustment of profit distribution policies of ordinary shares especially the cash dividend plan in the reporting period
√ Applicable □ Not applicable
The Company convened the 19th meeting of the fourth session of the Board of Directors on December 5, 2019 and the 2019 Fourth Extraordinary General Meeting of Shareholders on December 23, 2019. These meetings reviewed and approved the Proposal on the Formulation of the Shareholder Return Plan for the Next Three Years (2020-2022) . During the reporting period, the Company strictly implemented the Articles of Association , the Dividend Management Regulations , and the Shareholder Return Plan for the Next Three Years (2020-2022) , which specified the Company’s dividend distribution standards, ratio and decision-making procedures. This could guarantee the continuity and stability of dividend distribution policies from an institutional perspective and fully protect the legitimate rights and interests of minority investors.
| Special explanation on cash dividend policy | Special explanation on cash dividend policy |
|---|---|
| Whether the policy complies with provisions of the Articles of | |
| Association or requirements of the resolutions made on the | Yes |
| shareholders’ general meeting: | |
| Whether dividend standards and ratio are definite and clear: | Yes |
| Whether relevant decision-making procedure and mechanism are | Yes |
| well-established: | |
| Whether independent directors have performed duties and played their | Yes |
| roles properly: | |
| Whether minority shareholders have sufficient opportunities to express | Yes |
| opinions and requests, and whether their legitimate rights and interests | |
| were sufficiently protected: | |
| Where the cash dividend policy undergoes any adjustment or change, | Yes |
| whether the conditions and procedures are compliant and transparent: |
47
C&S Paper Co., Ltd. Annual Report 2020
Dividend distribution plan (preplan) of ordinary shares and conversion plan (preplan) of capital reserve into share capital of the Company in the latest three years (including the reporting period)
-
Profit distribution plan in 2018: Based on the number of shares of the Company’s total share capital minus 11,709,583 repurchased shares as at the equity registration date of the implementation of this profit distribution plan, distribute a cash dividend of RMB0.23 (tax included) for every 10 shares to all shareholders; no bonus shares will be issued and no capital reserve will be converted into share capital. In addition, the Company started the share repurchase plan in 2018 and completed the plan on December 4, 2018. A total of 11,709,583 shares were repurchased, with a total amount of RMB94,581,547.35. Article 7 of the Implementation Rules of Shenzhen Stock Exchange on the Share Repurchase of Listed Companies stipulates that “Where a listed company uses cash as the consideration and repurchases shares through offer or centralized bidding, the amount paid for share repurchase shall be deemed as cash dividend, which shall be included in the calculation of relevant cash dividend ratios of the year”. Therefore, the amount paid by the Company for share repurchase, i.e. RMB94,581,547.35, is considered as cash dividend.
-
Profit distribution plan in 2019: Based on the number of shares of the Company’s total share capital minus the number of repurchased shares as at the equity registration date of the implementation of this profit distribution plan, distribute a cash dividend of RMB0.75 (tax included) for every 10 shares to all shareholders; no bonus shares will be issued and no capital reserve will be converted into share capital.
-
Profit distribution preplan in 2020: Based on the number of shares of the Company’s total share capital minus the number of repurchased shares as at the equity registration date of the implementation of this profit distribution plan, distribute a cash dividend of RMB1.00 (tax included) for every 10 shares to all shareholders; no bonus shares will be issued and no capital reserve will be converted into share capital. In addition, the Company conducted share repurchase in 2020 and ended the share repurchase plan on May 21, 2020. A total of 1,895,900 shares were repurchased, with a total amount of RMB27,680,721.76. Article 7 of the Implementation Rules of Shenzhen Stock Exchange on the Share Repurchase of Listed Companies stipulates that “Where a listed company uses cash as the consideration and repurchases shares through offer or centralized bidding, the amount paid for share repurchase shall be deemed as cash dividend, which shall be included in the calculation of relevant cash dividend ratios of the year”. Therefore, the amount paid by the Company for share repurchase, i.e. RMB27,680,721.76, is considered as cash dividend.
Cash dividend of ordinary shares in latest three years (including the reporting period)
Unit: RMB
| Amount of | Net profit | Percentage of | Cash dividend | Percentage of | Total amount | Percentage of | |
|---|---|---|---|---|---|---|---|
| Year | cash dividend | attributable to | cash dividend | by other ways | cash dividend | of cash | total amount of |
| (tax included) | holders of | in net profit | (such as share | by other ways | dividend | cash dividend |
48
C&S Paper Co., Ltd. Annual Report 2020
| ordinary shares | attributable to | repurchase) | in net profit | (including | (including | ||
|---|---|---|---|---|---|---|---|
| of the | holders of | attributable to | other ways) | other ways) in | |||
| Company | ordinary shares | holders of | net profit | ||||
| based on the | of the | ordinary shares | attributable to | ||||
| consolidated | Company | of the | holders of | ||||
| statements for | based on the | Company | ordinary shares | ||||
| the | consolidated | based on the | of the | ||||
| corresponding | statements | consolidated | Company | ||||
| year | statements | based on the | |||||
| consolidated | |||||||
| statements | |||||||
| 2020 | 130,106,877.80 | 905,889,081.41 | 14.36% |
27,680,721.76 |
3.06% |
157,787,599.56 |
17.42% |
| 2019 | 98,024,652.98 | 603,832,650.83 | 16.23% |
0.00 |
0.00% |
98,024,652.98 |
16.23% |
| 2018 | 29,777,149.13 | 406,993,183.92 | 7.32% |
94,581,547.35 |
23.24% |
124,358,696.48 |
30.56% |
The Company gained profits in the reporting period and the retained profit of the Parent Company for holders of ordinary shares is positive, but no plan of cash dividend is proposed
□ Applicable √ Not applicable
II. Profit Distribution and Conversion of Capital Reserve to Share Capital during the Reporting Period
√ Applicable □ Not applicable
| √ Applicable □ Not applicable | |
|---|---|
| Number of bonus shares for every 10 shares (share) | 0 |
| Amount of dividend for every 10 shares (tax | 1 |
| included) (RMB) | |
| Basis of the shares for distribution preplan (share) | 1,301,068,778 |
| Amount of cash dividends (RMB) (tax included) | 130,106,877.80 |
| Cash dividend amount in other ways (such as share | |
| 27,680,721.76 | |
| repurchase) (RMB) | |
| Total amount of cash dividends (including other | |
| 157,787,599.56 | |
| ways) (RMB) | |
| Distributable profit (RMB) | 157,409,974.07 |
49
C&S Paper Co., Ltd. Annual Report 2020
Proportion of total cash dividends (including other 100.24% ways) in distributable profit Cash dividend in the reporting period If the Company is in the growth period and there are major capital expenditure arrangements, when the profit is distributed, the proportion of cash dividends in this profit distribution should be at least 20%. Details of the profit distribution preplan or share conversion preplan from capital reserve Note: The total amount of cash dividends is estimated based on 1,301,068,778 shares, which is the Company’s existing total share capital of 1,311,948,555 shares minus 10,879,777 shares repurchased by the Company as of March 25, 2021. The number of share basis for actual cash dividends will be subject to the figure of the Company’s total share capital minus actual repurchased shares as of the equity registration date for the Company’s implementation of this profit distribution plan. Where the Company’s share capital changes due to repurchase and cancellation of restricted shares, option exercise, and other reasons on the future equity registration date for the implementation of this distribution plan, the Company will maintain the same distribution amount for every 10 shares and change the total distributed amount accordingly.
III. Implementation of Commitments
1. Commitments completed by actual controllers, shareholders, related parties, purchasers, or the Company within the reporting period and commitments not fulfilled by the end of the reporting period
50
C&S Paper Co., Ltd. Annual Report 2020
√ Applicable □ Not applicable
| Cause of | Type of | Fulfillment of | ||||
|---|---|---|---|---|---|---|
| Undertaking Party | Content of commitment | Time of commitment | Term of commitment | |||
| Commitment | commitment | commitment | ||||
| Share reform | ||||||
| commitment | ||||||
| Commitments in the | ||||||
| acquisition report or | ||||||
| the equity change | ||||||
| report | ||||||
| Commitments made | ||||||
| during asset | ||||||
| restructuring | ||||||
| Directors, supervisors, and senior management | ||||||
| promise that they will not transfer more than | ||||||
| 25% of the total shares of the Company they | ||||||
| hold each year during the term of office. If they | ||||||
| Commitments made | ||||||
| during the initial | Directors, supervisors, and | leave office before the expiry of the term of | November 25, 2010 | Long-term | Strictly observed | |
| public offering or | senior management | office, they promise not to transfer more than | ||||
| refinancing | ||||||
| 25% of the total shares of the Company they | ||||||
| hold each year within the term of office and | ||||||
| within six months after the term of office | ||||||
| expires (which is agreed when they took |
51
C&S Paper Co., Ltd. Annual Report 2020
| office). Moreover, they will not transfer their | ||||||
|---|---|---|---|---|---|---|
| shares of the Company within half a year after | ||||||
| they leave office. | ||||||
| They promise not to sell all their shares | Strictly observed | |||||
| (including shares obtained from exercise and | ||||||
| Equity incentive | Dai Zhenji, Dong Ye, Ye | other shares) within six months after the end of | June 5, 2020 | During the implementation | ||
| the exercise of the last stock options. Besides, | ||||||
| commitments | Longfang and Liu Jinfeng | they promise to strictly conform to stock | November 12, 2020 | of the equity incentive plan | ||
| trading-related laws and regulations. | ||||||
| Deng Guanbiao, Deng | Long-term | Strictly observed | ||||
| Guanjie, Deng Yingzhong, and | They promise not to compete with the | |||||
| January 1, 2009 | ||||||
| Guangdong Zhongshun Paper | Company in the same business. | |||||
| Group Co., Ltd. | ||||||
| Cash dividends shall be distributed when | Long-term | Strictly observed | ||||
| Other commitments | dividend conditions are met. The Board of | |||||
| Directors of the Company shall | ||||||
| to minority | ||||||
| comprehensively consider industry | ||||||
| shareholders | ||||||
| characteristics, development stage, business | ||||||
| C&S Paper Co., Ltd. | August 28, 2014 | |||||
| model, profitability, and major capital spending | ||||||
| (if any), distinguish the following | ||||||
| circumstances, and propose differentiated cash | ||||||
| dividend policies in compliance with the | ||||||
| procedures stipulated in the_Articles of_ |
52
C&S Paper Co., Ltd. Annual Report 2020
| Association,. | ||||||
|---|---|---|---|---|---|---|
| Between the end of the | Strictly observed | |||||
| repurchase plan and the start | ||||||
| The 2019 repurchase plan was terminated due | ||||||
| of the next repurchase plan | ||||||
| to objective reasons. The Company will | ||||||
| (the Company reviewed and | ||||||
| C&S Paper Co., Ltd. | perform the necessary procedures and | May 21, 2020 | ||||
| passed the share repurchase | ||||||
| immediately restart the repurchase work upon | ||||||
| plan on January 5, 2020, | ||||||
| the end of the exercise period. | ||||||
| and will continue the share | ||||||
| repurchase plan) | ||||||
| He promises not to reduce any shares of the | Strictly observed | |||||
| Company he holds within six months upon the | ||||||
| Within six months from the | ||||||
| completion of the share increase plan, not to | ||||||
| Deng Yinzhong | November 04, 2020 | completion of the share | ||||
| engage in insider trading and short-term | ||||||
| increase plan | ||||||
| trading, and not to trade shares of the Company | ||||||
| during sensitive periods. | ||||||
| Whether | ||||||
| commitments are | Yes | |||||
| fulfilled on time |
2. If there are assets or projects of the Company which have profit forecast while the reporting period is still in the forecast period, the Company should state whether the assets or projects have attained the profit forecast and explain reasons
□ Applicable √ Not applicable
53
C&S Paper Co., Ltd. Annual Report 2020
IV. Appropriation of Funds for Non-operating Purposes by Controlling Shareholder and Its Related Parties
□ Applicable √ Not applicable
During the reporting period, the Company did not have any funds appropriated for non-operating purposes by the controlling shareholder and its related parties.
V. Explanation by the Board of Directors, the Board of Supervisors, and Independent Directors (if any) of the "Non-standard Audit Report" for the Reporting Period Issued by the Accounting Firm
□ Applicable √ Not applicable
VI. Explanation of Changes in Accounting Policies, Estimates and Calculation Methods Compared with the Financial Report of Last Year
√ Applicable □ Not applicable
-
(1) Accounting policy changes
-
1) Accounting policy changes resulted from the execution of the New Revenue Standards
The Ministry of Finance promulgated the Accounting Standards for Business Enterprises No. 14 –Revenue (C.K. [2017] No. 22) (hereinafter referred to as the “New Revenue Standards”) on July 5, 2017. Upon deliberation, the 21st meeting of the fourth session of the Board of Directors passed a resolution on February 25, 2020 that the Company would implement the New Revenue Standards from January 1, 2020.
The New Revenue Standards set up a new revenue recognition model to regulate revenues generated from contracts with customers. In order to implement the New Revenue Standards, the Company reassessed the recognition, measurement, accounting and presentation of revenues from major contracts. Pursuant to the New Revenue Standards, the Company chose to only adjust the accumulative impact amount for contracts that have not been completed on January 1, 2020. The amounts of retained earnings and other relevant items in the financial statements at the beginning of the period for the first time adoption of the new standards (i.e. January 1, 2020) are adjusted based on the accumulative impact amount at the first time adoption, while comparative financial information for the previous accounting periods is not adjusted.
2) Major changes and impacts upon implementation of the New Revenue Standards are as follows:
The Company changes the contractual consideration received from customers in advance for the transfer of goods from the “payments received in advance” item to the “contract liabilities” item.
54
C&S Paper Co., Ltd. Annual Report 2020
The Company’s implementation of the New Revenue Standards did not have an impact on the retained earnings at
the beginning of 2020. Impacts on other relevant items in the financial statements dated January 1, 2020 are listed in the following:
| Unit: RMB | Unit: RMB | |||
|---|---|---|---|---|
| Amount on December 31, 2019 (prior to | Amount on January 1, 2020 (after changes) | |||
| Statement item | changes) | |||
| Consolidated statement | Parent Company’s |
Consolidated statement | Parent Company’s | |
| statement | statement | |||
| Payments received in advance | 142,476,562.31 | 28,227,454.47 |
||
| Contract liabilities | 142,476,562.31 | 28,227,454.47 |
(2) Changes of accounting estimates
There were no changes of accounting estimates within the reporting period.
VII. Description of Major Accounting Errors within the Reporting Period That Need Retrospective Restatement
□ Applicable √ Not applicable
There were no major accounting errors within the reporting period that need retrospective restatement.
VIII. Description of Changes in the Scope of Consolidated Statements Compared with the Financial Report of Last Year
√ Applicable □ Not applicable
December 29, 2020, The Company and its wholly-owned subsidiary Zhongshan Zhongshun Trading Co., Ltd. jointly invested and established Dolemi Sanitary Products Co., Ltd. with a registered capital of RMB50 million. The Company holds 60% of the shares while Zhongshan Zhongshun Trading holds 40% of the shares. Since December 2020, the Company has incorporated Dolemi Sanitary Products Co., Ltd into the scope of its consolidated statements. Currently, Dolemi Sanitary Products has no operating activities.
IX. Engagement and Dismissal of Accounting Firm
Accounting firm engaged
Name of the domestic accounting firm Mazars CPA Limited (LLP)
55
C&S Paper Co., Ltd. Annual Report 2020
| Remuneration for the domestic accounting firm (RMB 10,000) | 156 |
| Term of auditing service provided by the domestic accounting | |
| firm | 2 |
| Name of domestic certified public accountants | |
| Wang Bing, Pan Guiquan | |
| Term of auditing services provided by domestic certified public | |
| accountants | 2 |
Whether the accounting firm was changed in the reporting period
□ Yes √ No
Appointment of accounting firm, financial advisor or sponsor for internal control audit
□ Applicable √ Not applicable
X. The Company Facing Delisting after the Disclosure of the Annual Report
□ Applicable √ Not applicable
XI. Matters relating to Bankruptcy and Restructuring
□ Applicable √ Not applicable
No bankruptcy and restructuring-related matters of the Company happened during the reporting period.
XII. Material Litigations and Arbitrations
□ Applicable √Not applicable
The Company had no material litigations or arbitrations during the reporting period. Other litigations are listed as follows:
| Whether | Hearing results and | Execution of |
||||
|---|---|---|---|---|---|---|
| Amount | Litigation | |||||
| Basic information of the | projected | influences of the | judgment of the | |||
| No. | involved | (arbitration) |
||||
| litigation (arbitration) | liabilities were |
litigation | litigation | |||
| (RMB 10,000) | progress |
|||||
incurred |
(arbitration) | (arbitration) | ||||
| Zhongshan Trading sued | Both the first | The verdict of | ||||
| Shenzhen Yongxinghua | instance and the | second instance | ||||
| 1 | Trading Co., Ltd., Feng, & | 660.374109 | No | second instance | came into force. | Ongoing |
| Liang for a sales contract | ruled that | Zhongshan | ||||
| dispute | Zhongshan | Trading has |
56
C&S Paper Co., Ltd. Annual Report 2020
| Trading won the | applied for | |||||
|---|---|---|---|---|---|---|
| case. | execution. | |||||
| The verdict of first | ||||||
| The first instance | The first round | |||||
| Zhongshan Trading sued | instance came into | |||||
| supported all the | of execution | |||||
| Guangzhou Yingjing Trade | force. Zhongshan | |||||
| 2 | 31.3604 | No | claims by | ended. No | ||
| Co., Ltd. for a sales contract | Trading has | |||||
| Zhongshan | properties have | |||||
| dispute | applied for | |||||
| Trading. | been recovered. | |||||
| execution. | ||||||
| The verdict of first | ||||||
| The first instance | ||||||
| Zhongshan Trading sued | instance came into | |||||
| supported all the | ||||||
| Shaoyang Jiahe Trading Co., | force. Zhongshan | |||||
| 3 | 33.638552 | No | claims by | Ongoing | ||
| Ltd. for a sales contract | Trading has | |||||
| Zhongshan | ||||||
| dispute | applied for | |||||
| Trading. | ||||||
| execution. | ||||||
| Both the first | The verdict of | |||||
| Zhongshan Trading sued | instance and the | second instance | ||||
| Shanghai Tongli Trading Co., | second instance | came into force. | ||||
| 4 | Ltd. and eight natural person | 2932.009863 | No | ruled that | Zhongshan | Ongoing |
| defendants including Liu for | Zhongshan | Trading has | ||||
| a sales contract dispute | Trading won the | applied for | ||||
| case. | execution. | |||||
| The first instance | ||||||
| ruled that C&S | ||||||
| No (Note: | ||||||
| won the case. The | ||||||
| Whether | ||||||
| second instance | ||||||
| projected | ||||||
| sent the case back | Wait for the verdict | |||||
| Yin sued C&S Paper for a | liabilities will | |||||
| to the first | and judgment of | |||||
| 5 | dispute over the right to | 30.247331 | be incurred | Not applicable | ||
| instance court for | the first instance | |||||
| health | cannot be | |||||
| a retrial. The first | retrial. | |||||
| determined | ||||||
| instance retrial has | ||||||
| prior to the | ||||||
| been opened. | ||||||
| verdict.) | ||||||
| C&S is waiting | ||||||
| for the verdict. | ||||||
| 6 | Sichuan Hua Xi Da Cheng Construction Co., Ltd. Zhuhai Branch sued Sichuan Luxian No. 9 Construction |
The original claim was RMB7,516,03 2.39, which |
Yes | The case was mediated and closed in the first instance. |
All parties of the lawsuit fulfilled their respective settlement |
The paper of civil mediation has been fulfilled. |
57
C&S Paper Co., Ltd. Annual Report 2020
| Engineering Co., Ltd. and Yunfu C&S for a contract dispute over the Yunfu C&S construction project |
was changed to RMB9,124,48 9.89 during the first instance. |
obligation for relevant project costs agreed in the contract. |
||||
|---|---|---|---|---|---|---|
| Both the first | ||||||
| Guangdong Weihong Plastics | instance and the | |||||
| The verdict of | ||||||
| Technology Co., Ltd. sued | second instance | The verdict has | ||||
| 7 | 225.9055 | No | second instance | |||
| Hubei C&S for a contractor | ruled that Hubei | been fulfilled. | ||||
| came into force. | ||||||
| contract dispute | C&S won the | |||||
| case. | ||||||
| Xi'an Minsheng | ||||||
| has not fulfilled | ||||||
| the repayment | The first round | |||||
| Sichuan C&S sued Xi'an | The case was | |||||
| obligation in line | of enforcement | |||||
| Minsheng Department Store | mediated and | |||||
| 8 | 5.651847 | No | with the paper of | ended; | ||
| Management Co., Ltd. for a | closed in the first | |||||
| civil mediation. | RMB5,000 were | |||||
| contract dispute | instance. | |||||
| Sichuan C&S has | recovered. | |||||
| applied for legal | ||||||
| enforcement. | ||||||
| No (Note: | ||||||
| Whether | ||||||
| The first instance | Zhongshan |
|||||
| projected | ||||||
| Zhongshan Trading sued | is being heard. |
Trading will apply |
||||
| liabilities will | ||||||
| Guangzhou Jv Se Mai Ke | Zhongshan | for legal | ||||
| 9 | 28.554681 | be incurred | Not applicable | |||
| Internet Service Co., Ltd. for | Trading is waiting | enforcement after |
||||
| cannot be | ||||||
| a sales contract dispute | for the verdict to | the verdict comes |
||||
| determined | ||||||
| come into force. | into effect. | |||||
| prior to the | ||||||
| verdict.) | ||||||
| The case was | ||||||
| mediated and | Fulfill repayment | |||||
| Xiaogan C&S sued Wuhan | closed in the first | obligation by | Performing | |||
| Xincheng Tongda Trading | instance (with a | installments | according to the | |||
| 10 | 525.162529 | No | ||||
| Co., Ltd. for a sales contract | mediation amount | according to the | civil mediation | |||
| dispute | of | civil mediation | paper | |||
| RMB4,496,05235) | paper. | |||||
| . |
58
C&S Paper Co., Ltd. Annual Report 2020
| Arbitration ruled in | ||||||
|---|---|---|---|---|---|---|
| Arbitration ruled | ||||||
| Ouyang sued C&S Paper for | favor of the | |||||
| 11 | 2 | No | in favor of the | Not applicable | ||
| a labor dispute | Company. Case | |||||
| Company. | ||||||
| closed. | ||||||
| Sichuan Zhongshun sued | ||||||
| The settlement | ||||||
| Yunan Yiya Tongmei Shikang | The case was | |||||
| paper has been | ||||||
| Deep Supply Chain | settled and closed | |||||
| 12 | 109.09999 | No | fulfilled | Not applicable | ||
| Management Co., Ltd., Yang | in the first | |||||
| (RMB1,001,739,9 | ||||||
| & Li for a sales contract | instance. | |||||
| 4 were recovered) | ||||||
| dispute | ||||||
| The plaintiff | ||||||
| Huang sued Xiaogan Trading | The plaintiff | |||||
| withdrew at the | ||||||
| 13 | for a labor provider liability | 24.189454 | No | withdrew at the | Not applicable | |
| first instance. Case | ||||||
| dispute | first instance. | |||||
| closed. | ||||||
XIII. Penalty and Rectification
□ Applicable √ Not applicable
No penalties and rectifications of the Company occurred during the reporting period.
XIV. Integrity Records of the Company and its Controlling Shareholder and Actual Controller
□ Applicable √ Not applicable
XV. Implementation of the Stock Incentive Plan, Employee Stock Ownership Plan, and Other Employee Incentives of the Company
√ Applicable □ Not applicable
1. Implementation of the Phase II stock incentive plan
On May 21, 2020, the Company convened the 23rd meeting of the fourth session of the Board of Directors and the 19th meeting of the fourth session of the Board of Supervisors, which considered and approved the Proposal on Achieving the Unlock Conditions of the First Unlock Period for Restricted Stocks Awarded in the First Grant under the Company's 2018 Stock Option and Restricted Stock Incentive Plan . There were 533 holders of restricted stocks meeting the unlock conditions, and the number of stocks that could be unlocked was 5,593,428. The unlock date of these restricted stocks was June 8, 2020. The above meetings also reviewed and approved the Proposal on
59
C&S Paper Co., Ltd. Annual Report 2020
the Repurchase and Deregistration of Partial Restricted Stocks Awarded in the First Grant under the Company's 2018 Stock Option and Restricted Stock Incentive Plan. The Board of Directors of the Company approved to repurchase and deregister a total of 802,722 restricted shares that had been granted but not unlocked. In addition, the aforesaid meetings also deliberated and approved the Proposal on Achieving the Exercise Conditions of the First Exercise Period for Stock Options Awarded in the First Grant under the Company's 2018 Stock Option and Restricted Stock Incentive Plan. There were 2,522 holders of stock options meeting the exercise conditions, and the number of options that could be exercised was 3,431,505. The Proposal on the Repurchase and Deregistration of Partial Stock Options Awarded in the First Grant under the Company's 2018 Stock Option and Restricted Stock Incentive Plan was also considered and approved. The Board agreed to deregister 2,110,545 options that had been granted but not exercised.
On May 28, the Company held the 24th meeting of the fourth session of the Board of Directors and the 20th meeting of the fourth session of the Board of Supervisors, which reviewed and approved the Proposal on Adjusting the Exercise Price of Stock Options . Pursuant to the Company’s profit distribution plan in 2019 and relevant provisions of the 2018 Stock Option and Restricted Stock Incentive Plan (Draft) , the Company adjusted the exercise price of first-granted stock options from RMB8.67/share to RMB8.572/share, and adjusted the exercise price of reserved stock options from RMB14.04/share to RMB13.965/share.
On June 15, 2020, the cancellation procedures for 2,110,54 first-granted stock options that had been granted but not exercised were completed at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited.
On September 7, 2020, the cancellation procedures for 802,722 first-granted restricted shares that had been granted but not unlocked were completed at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited.
On October 29, 2020, the Company convened the 28th meeting of the fourth session of the Board of Directors and the 22nd meeting of the fourth session of the Board of Supervisors, which considered and approved the Proposal on Achieving the Unlock Conditions of the First Unlock Period for Reserved Restricted Stocks under the Company's 2018 Stock Option and Restricted Stock Incentive Plan . A total of 43 incentive recipients of the reserved restricted stocks met the unlock conditions of the first unlock period, and the number of stocks that could be applied for unlock was 765,270. The unlock date was November 10, 2020. The above meetings also reviewed and approved the Proposal on Achieving the Exercise Conditions of the First Exercise Period for Reserved Stock Options under the Company's 2018 Stock Option and Restricted Stock Incentive Plan. A total of 88 incentive recipients of the reserved stock options met the exercise conditions of the first exercise period, and the number of options that could be exercised was 640,389. In addition, the Proposal on the Repurchase and Deregistration of Partial Reserved Restricted Stocks under the Company's 2018 Stock Option and Restricted Stock Incentive Plan was also reviewed and approved . The Company agreed to repurchase and deregister 211,890 restricted shares that
60
C&S Paper Co., Ltd. Annual Report 2020
had been granted but not unlocked. In addition, the Proposal on the Repurchase and Deregistration of Partial Reserved Stock Options under the Company's 2018 Stock Option and Restricted Stock Incentive Plan was also considered and approved. The Company agreed to deregister 151,111 stock options that had been granted but not exercised.
On November 20, 2020, the cancellation procedures for 151,111 reserved stock options that had been granted but not exercised were completed at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited.
Please continue to pay attention to the Company's information disclosure for subsequent implementation progress or changes.
2. Implementation of the Phase II employee stock ownership plan
In conformity with Accounting Standards for Enterprises No.11–Share-based Payments and relevant application guidelines and other documents, the Company's Phase II Employee Stock Ownership Plan meets the definition of share-based payment, and the total share-based payment expenses incurred were RMB56.44 million, of which RMB4.7 million were allocated in 2019 and RMB51.74 million in 2020.
The lockup period for the Phase II Employee Stock Ownership Plan expired on November 30, 2020.
As of January 5, 2021, all stocks held under the Company’s Phase II Employee Stock Ownership Plan, i.e. 11,709,583 shares, had been sold out. As per relevant provisions of the Phase II Employee Stock Ownership Plan, the implementation of the Plan is completed and thus the Plan is terminated.
61
C&S Paper Co., Ltd. Annual Report 2020
XVI. Material Related Party Transaction
1. Related party transactions relating to daily operations
√ Applicable □ Not applicable
| Party of | Related | Type of | Content of | Pricing | Price of | Amount of | Proportion | Approved | Whether | Settlement | Available | Date of | Index of |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| related | relationship | related | related party | rules of |
related party | related party |
in the | transaction | to outstrip | of related | market prices | disclosure | disclosure |
| party | party | transaction | related | transactions | transaction | amount of | limit | the | party | for similar | |||
| transaction | transaction | party | (RMB10,000) | similar | (RMB10,00 | approved | transaction | transactions | |||||
| transaction | transactions | 0) | limit | ||||||||||
| Deng | |||||||||||||
| Yingzhong | |||||||||||||
| Actual | |||||||||||||
| , Deng | Market fair | Market fair | Transfer | Market fair | December 6, | ||||||||
| controller of the | Lease | Rental | 294.81 | 28.97% |
294.81 |
No |
2019-93 | ||||||
| Guanbiao, | price | price | settlement | price | 2019 | ||||||||
| Company | |||||||||||||
| Deng | |||||||||||||
| Guanjie | |||||||||||||
| Deng | Actual | Lease | Rental | Transfer | |||||||||
| Yingzhong | controller of the | settlement | |||||||||||
| , Deng | Company | Market fair | Market fair | Market fair | October 30, | ||||||||
| 5.56 | 0.55% |
5.56 |
No |
2020-82 | |||||||||
| Guanbiao, | price | price | price | 2020 | |||||||||
| Deng | |||||||||||||
| Guanjie |
62
C&S Paper Co., Ltd. Annual Report 2020
| Deng | Actual | Lease | Rental | Transfer | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Yingzhong | controller of the | settlement | |||||||||||
| , Deng | Company | Market fair | Market fair | Market fair | |||||||||
| 0.11 | 0.01% |
Yes | |||||||||||
| Guanbiao, | price | price | price | ||||||||||
| Deng | |||||||||||||
| Guanjie | |||||||||||||
| A company | Market fair | Market fair | No | Transfer | Market fair | December 6, | |||||||
| Pengzhou | where the senior | price | price | settlement | price | 2019 | |||||||
| Lexiangsh | manager Yue | Daily | |||||||||||
| Sale of | |||||||||||||
| enghuo | Yong's son holds | operation |
137.8 | 0.02% |
300 |
2019-93 | |||||||
| goods | |||||||||||||
| Trading | shares and | transaction | |||||||||||
| Co., Ltd. | serves as a | ||||||||||||
| supervisor | |||||||||||||
| A company | Daily | Sale of | Market fair | Market fair | No | Transfer | Market fair | December 6, | |||||
| Sichuan | |||||||||||||
| where the senior | operation | goods | price | price | settlement | price | 2019 | ||||||
| West | |||||||||||||
| manager Yue | transaction | ||||||||||||
| Lexiangsh | |||||||||||||
| Yong's son holds | 64.12 | 0.01% |
100 |
2019-93 | |||||||||
| enghuo | |||||||||||||
| shares and | |||||||||||||
| Trading | |||||||||||||
| serves as a | |||||||||||||
| Co., Ltd. | |||||||||||||
| supervisor | |||||||||||||
| Chongqin | A company | Daily | Sale of | Market fair | Market fair | No |
Transfer | Market fair | December 6, | ||||
| 33.05 | 0.00% |
240 |
2019-93 | ||||||||||
| g Qinyue | where the senior | operation | goods | price | price | settlement | price | 2019 | |||||
63
C&S Paper Co., Ltd. Annual Report 2020
| Trading | manager Yue | transaction | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Co., Ltd. | Yong's brother | |||||||||||||
| holds shares and | ||||||||||||||
| serves as a | ||||||||||||||
| supervisor | ||||||||||||||
| Guangdon | Daily | Sale of | Market fair | Market fair | Transfer | Market fair | ||||||||
| g | operation | goods | price | price | settlement | price | ||||||||
| Controlling | ||||||||||||||
| Zhongshu | transaction | |||||||||||||
| shareholder of | 5.66 | 0.00% |
Yes | |||||||||||
| n Paper | ||||||||||||||
| the Company | ||||||||||||||
| Group | ||||||||||||||
| Co., Ltd. | ||||||||||||||
| Total | -- | -- | 541.11 | -- |
940.37 | -- |
-- | -- | -- | -- | ||||
| Details of returns of large sales | Not applicable | |||||||||||||
| The excessive amounts of related party transactions of RMB1,100 and RMB56,600 in the reporting period are the Company's | ||||||||||||||
| Where the total amount of daily related-party transactions | ||||||||||||||
| business of renting properties from and selling mask products to related parties, respectively. They are temporary new related | ||||||||||||||
| occurred in the current period is estimated by category, | ||||||||||||||
| transactions during the reporting period, fall within the authority of the Chairman of the Company and can be implemented without | ||||||||||||||
| actual performance during the reporting period (if any) | ||||||||||||||
| the approval of the Board of Directors. | ||||||||||||||
| Reason(s) for a large difference between the transaction | ||||||||||||||
| Exercise at fair price | ||||||||||||||
| price and the market reference price (if applicable) | ||||||||||||||
64
C&S Paper Co., Ltd. Annual Report 2020
2. Related party transactions relating to acquisition and sale of assets or equity
□ Applicable √ Not applicable
During the reporting period, there was no related party transaction relating to acquisition and sale of assets or equity.
3. Related party transactions relating to joint outbound investment
□ Applicable √ Not applicable
During the reporting period, there was no related party transaction relating to joint outbound investment.
4. Related party transactions relating to creditor's rights and debts
√ Applicable □ Not applicable
Whether there was non-operating related party transaction relating to creditor's rights and debts
□ Yes √ No
During the reporting period, there was no non-operating related party transaction relating to creditor's rights and debts.
5. Other significant related party transactions
□ Applicable √ Not applicable
During the reporting period, there were no other significant related party transactions.
XVII. Significant Contracts and Their Performance
1. Custody, contracting and leasing matters
(1) Custody
□ Applicable √ Not applicable
During the reporting period, there was no custody.
(2) Contracting
□ Applicable √ Not applicable
65
C&S Paper Co., Ltd. Annual Report 2020
During the reporting period, there was no contracting.
(3) Leasing
√ Applicable □ Not applicable Description of leasing matters
On December 5, 2019, the Company convened the 19th meeting of the fourth session of the Board of Directors and the 16th meeting of the fourth session of the Board of Supervisors, on which the Proposal on Daily Related Party Transactions in 2021 was reviewed and approved. Due to the needs of operation and business, the Board of Directors of the Company agreed that the Company and its wholly-owned subsidiary, Zhongshan Zhongshun Trading Co., Ltd., leased the real estate jointly owned by Mr. Deng Yingzhong, Mr. Deng Guanbiao and Mr. Deng Guanjie, the actual controllers of the Company. The lease term is from January 1, 2020 to December 31, 2021, and the total rent involved is RMB5,896,200. During the deliberation of this proposal, the Company's three related directors, Mr. Deng Yingzhong, Mr. Deng Guanbiao and Mr. Deng Guanjie, withdrew from voting, while the remaining six attending directors unanimously approved this related party transaction. The three independent
directors of the Company respectively issued Prior Approval Opinions and Opinions of Independent Directors on the proposal, agreeing to submit the proposal to the Board of Directors for deliberation and agreeing to the related party transaction.
On October 29, 2020, the Company convened the 20th meeting of the fourth session of the Board of Directors and the 22nd meeting of the fourth session of the Board of Supervisors, on which the Proposal on Adding to Related-Party Leasing Transactions was reviewed and approved. The Board of Directors of the Company agreed that the Company’s wholly-owned subsidiary, C&S (Yunfu) Paper Co., Ltd., leased the real estate jointly owned by the actual controllers of the Company Mr. Deng Yingzhong, Mr. Deng Guanbiao and Mr. Deng Guanjie to be used as its R&D center. The lease term is from November 1, 2020 to December 31, 2021, and the total rent involved is RMB389,300. During the deliberation of this proposal, the Company's three related directors, Mr. Deng Yingzhong, Mr. Deng Guanbiao and Mr. Deng Guanjie, withdrew from voting, while the remaining six attending directors unanimously approved this related party transaction. The three independent directors of the Company respectively issued Prior Approval Opinions and Opinions of Independent Directors on the proposal, agreeing to submit the proposal to the Board of Directors for deliberation and agreeing to the related party transaction.
The Company’s holding subsidiary, Dolemi Sanitary Products Co., Ltd., leased the real estate jointly owned by actual controllers of the Company Mr. Deng Yingzhong, Mr. Deng Guanbiao and Mr. Deng Guanjie to be used as residence. The lease term is from December 1, 2020 to December 31, 2021, and the total rent involved is RMB14,100. The amount of this related party transaction falls within the approval authority of the Company’s
66
C&S Paper Co., Ltd. Annual Report 2020
Chairman and has been approved by the Chairman.
Projects whose profits or losses brought to the Company reached more than 10% of the total profits of the Company during the reporting period
□ Applicable √ Not applicable
During the reporting period, there were no leasing projects whose profits or losses brought to the Company reached more than 10% of the total profits of the Company during the reporting period.
2. Material guarantee
√ Applicable □ Not applicable
(1) Guarantee
Unit: RMB10,000
| External guarantee of the Company and subsidiaries (excluding guarantee for subsidiaries) | External guarantee of the Company and subsidiaries (excluding guarantee for subsidiaries) | External guarantee of the Company and subsidiaries (excluding guarantee for subsidiaries) | External guarantee of the Company and subsidiaries (excluding guarantee for subsidiaries) | External guarantee of the Company and subsidiaries (excluding guarantee for subsidiaries) | External guarantee of the Company and subsidiaries (excluding guarantee for subsidiaries) | External guarantee of the Company and subsidiaries (excluding guarantee for subsidiaries) | External guarantee of the Company and subsidiaries (excluding guarantee for subsidiaries) | |
|---|---|---|---|---|---|---|---|---|
| Disclosure | Guarantee | Actual date of | Actual | Guarantee | Guarantee | Whether it | Whether |
|
| date of | limit | occurrence | guarantee | type | period | has been | it is | |
| relevant | amount | completed | related | |||||
| Name of guarantee | ||||||||
| announcem | party | |||||||
| object | ||||||||
| ent on | guarantee | |||||||
| guarantee | ||||||||
| limit | ||||||||
| Guarantee of the Company for subsidiaries | ||||||||
| Disclosure | Guarantee | Actual date of | Actual | Guarantee | Guarantee | Whether it | Whether |
|
| date of | limit | occurrence | guarantee | type | period | has been | it is | |
| relevant | amount | completed | related | |||||
| Name of guarantee | ||||||||
| announcem | party | |||||||
| object | ||||||||
| ent on | guarantee | |||||||
| guarantee | ||||||||
| limit | ||||||||
| Joint and | ||||||||
| December | September 15, |
2020.9.15-2 | ||||||
| Zhongshan Trading | 15,000 | 11,582.11 | several |
No | Yes | |||
| 5, 2019 | 2020 |
023.8.31 | ||||||
| liability | ||||||||
67
C&S Paper Co., Ltd. Annual Report 2020
| guarantee | ||||||||
|---|---|---|---|---|---|---|---|---|
| Zhongshan Trading | Joint and | No | Yes | |||||
| December | December 30, |
several |
2020.12.30- | |||||
| 3,000 | 0 | |||||||
| 5, 2019 | 2020 |
liability |
2024.12.31 | |||||
| guarantee | ||||||||
| Zhongshan Trading | Joint and | No | Yes | |||||
| December | December 15, |
several |
2020.12.15- | |||||
| 25,000 | 0 | |||||||
| 5, 2019 | 2020 |
liability |
2024.12.9 | |||||
| guarantee | ||||||||
| Zhongshan Trading | Joint and | No | Yes | |||||
| December | several |
2019.7.12-2 | ||||||
| 9,000 | July 12, 2019 |
0 | ||||||
| 19, 2018 | liability |
024.12.31 | ||||||
| guarantee | ||||||||
| Joint and | No | Yes | ||||||
| December | October 15, |
several |
2020.10.15- | |||||
| Jiangmen C&S | 12,000 | 0 | ||||||
| 5, 2019 | 2020 |
liability |
2023.8.31 | |||||
| guarantee | ||||||||
| Jiangmen C&S | Joint and | No | Yes | |||||
| December | several |
2018.3.27-2 | ||||||
| 10,000 | March 27, 2018 |
0 | ||||||
| 15, 2017 | liability |
023.12.31 | ||||||
| guarantee | ||||||||
| Jiangmen C&S | Joint and | No | Yes | |||||
| December | several |
2020.7.9-20 | ||||||
| 7,000 | July 9, 2020 |
2,809.88 | ||||||
| 5, 2019 | liability |
22.9.23 | ||||||
| guarantee | ||||||||
| Jiangmen C&S | Joint and | No | Yes | |||||
| December | November 16, |
several |
2020.11.26- | |||||
| 10,000 | 1,206.54 | |||||||
| 5, 2019 | 2020 |
liability |
2023.11.25 | |||||
| guarantee | ||||||||
| Jiangmen C&S | Joint and | No | Yes | |||||
| December | December 23, |
2020.12.23- | ||||||
| 5,000 | 0 | several |
||||||
| 5, 2019 | 2020 |
2025.12.23 | ||||||
| liability | ||||||||
68
C&S Paper Co., Ltd. Annual Report 2020
| guarantee | ||||||||
|---|---|---|---|---|---|---|---|---|
| Jiangmen C&S | Joint and | No | Yes | |||||
| December | several |
2018.5.30-2 | ||||||
| 16,000 | May 30, 2018 |
0 | ||||||
| 15, 2017 | liability |
023.5.30 | ||||||
| guarantee | ||||||||
| Joint and | No | Yes | ||||||
| December | several |
2020.4.14-2 | ||||||
| Yunfu C&S | 8,000 | April 14, 2020 |
125.31 | |||||
| 5, 2019 | liability |
028.4.14 | ||||||
| guarantee | ||||||||
| Yunfu C&S | Joint and | No | Yes | |||||
| December | November 20, |
several |
2020.11.20- | |||||
| 5,000 | 0 | |||||||
| 5, 2019 | 2020 |
liability |
2023.12.31 | |||||
| guarantee | ||||||||
| Yunfu C&S | October 15, | Joint and | No | Yes | ||||
| December | 2020 |
several |
2020.10.15- | |||||
| 10,000 | 1,372.31 | |||||||
| 5, 2019 | liability |
2023.8.31 | ||||||
| guarantee | ||||||||
| Yunfu C&S | October 15, | Joint and | No | Yes | ||||
| December | 2020 |
several |
2020.11.16- | |||||
| 10,000 | 0 | |||||||
| 5, 2019 | liability |
2023.11.15 | ||||||
| guarantee | ||||||||
| Yunfu C&S | Joint and | No | Yes | |||||
| December | several |
2020.7.9-20 | ||||||
| 4,000 | July 9, 2020 |
1,511.95 | ||||||
| 5, 2019 | liability |
22.9.23 | ||||||
| guarantee | ||||||||
| Joint and | No | Yes | ||||||
| December | February 25, |
several |
2020.2.25-2 | |||||
| Hubei C&S | 10,000 | 0 | ||||||
| 5, 2019 | 2020 |
liability |
025.12.4 | |||||
| guarantee | ||||||||
| Hubei C&S | Joint and | No | Yes | |||||
| December | September 16, |
2020.9.16-2 | ||||||
| 9,822.45 | 571.51 | several |
||||||
| 5, 2019 | 2020 |
023.9.11 | ||||||
| liability | ||||||||
69
C&S Paper Co., Ltd. Annual Report 2020
| guarantee | ||||||||
|---|---|---|---|---|---|---|---|---|
| Hubei C&S | Joint and | No | Yes | |||||
| December | several |
2020.6.3-20 | ||||||
| 10,000 | June 3, 2020 |
9,000 | ||||||
| 5, 2019 | liability |
23.5.29 | ||||||
| guarantee | ||||||||
| Joint and | No | Yes | ||||||
| Jiangmen C&S, Yunfu | December | several |
2019.1.8-20 | |||||
| 25,000 | January 8, 2019 |
4,047.24 | ||||||
| C&S, Hubei C&S | 19, 2018 | liability |
21.1.8 | |||||
| guarantee | ||||||||
| C&S Hong Kong, | Joint and | No | Yes | |||||
| Zhong Shun | December | several |
2020.7.8-20 | |||||
| 32,741.5 | July 8, 2020 |
13,272.59 | ||||||
| International, Macao | 5, 2019 | liability |
24.7.31 | |||||
| C&S | guarantee | |||||||
| Joint and | No | Yes | ||||||
| C&S Hong Kong, | ||||||||
| December | several |
2020.3.20-2 | ||||||
| Zhong Shun | 17,145.38 | March 20, 2020 |
0 | |||||
| 5, 2019 | liability |
022.9.19 | ||||||
| International | ||||||||
| guarantee | ||||||||
| Joint and | No | Yes | ||||||
| C&S Hong Kong,, | December | September 7, |
several |
2020.9.7-20 | ||||
| 33,784 | 4,493.79 | |||||||
| Macao C&S | 5, 2019 | 2020 |
liability |
22.12.23 | ||||
| guarantee | ||||||||
| C&S Hong Kong, | Joint and | No | Yes | |||||
| Zhong Shun | December | February 12, |
several |
2020.2.12-2 | ||||
| 41,581.71 | 23,283.94 | |||||||
| International, Macao | 5, 2019 | 2020 |
liability |
022.2.12 | ||||
| C&S | guarantee | |||||||
| C&S Hong Kong,, | Joint and | No | Yes | |||||
| Macao C&S | December | February 25, |
several |
2020.2.25-2 | ||||
| 13,096.6 | 0 | |||||||
| 5, 2019 | 2020 |
liability |
022.2.25 | |||||
| guarantee | ||||||||
| C&S Hong Kong,, | Joint and | No | Yes | |||||
| December | November 12, |
2020.11.12- | ||||||
| Macao C&S | 6,548.3 | 0 | several |
|||||
| 5, 2019 | 2020 |
2024.3.1 | ||||||
| liability | ||||||||
70
C&S Paper Co., Ltd. Annual Report 2020
| guarantee | ||||||||
|---|---|---|---|---|---|---|---|---|
| C&S Hong Kong,, | Joint and | No | Yes | |||||
| Macao C&S | December | several |
2020.3.27-2 | |||||
| 15,715.92 | March 27, 2020 |
5,202.81 | ||||||
| 5, 2019 | liability |
022.2.19 | ||||||
| guarantee | ||||||||
| C&S Hong Kong, | Joint and | No | Yes | |||||
| Zhong Shun | December | September 28, |
several |
2018.9.28-2 | ||||
| 18,243.36 | 0 | |||||||
| International, Macao | 15, 2017 | 2018 |
liability |
022.8.31 | ||||
| C&S | guarantee | |||||||
| C&S Hong Kong, | Joint and | No | Yes | |||||
| Zhong Shun | December | several |
2020.1.30-2 | |||||
| 19,644.9 | January 30, 2020 |
7,630.17 |
||||||
| International, Macao | 5, 2019 | liability |
022.1.30 | |||||
| C&S | guarantee | |||||||
| Macao C&S | Joint and | No | Yes | |||||
| December | several |
2018.3.23-2 | ||||||
| 7,203.13 | March 23, 2018 |
1,506.11 | ||||||
| 15, 2017 | liability |
021.9.23 | ||||||
| guarantee | ||||||||
| Macao C&S | Joint and | No | Yes | |||||
| December | several |
2018.8.15-2 | ||||||
| 7,000 | August 15, 2018 |
1,212.3 | ||||||
| 15, 2017 | liability |
025.8.15 | ||||||
| guarantee | ||||||||
| C&S Hong Kong | Joint and | No | Yes | |||||
| December | September 1, |
several |
2020.9.1-20 | |||||
| 22,919.05 | 1,851.98 | |||||||
| 5, 2019 | 2020 |
liability |
22.7.9 | |||||
| guarantee | ||||||||
| C&S Hong Kong | Joint and | No | Yes | |||||
| December | several |
2020.7.1-20 | ||||||
| 14,275.29 | July 1, 2020 |
7,341.22 | ||||||
| 5, 2019 | liability |
21.6.30 | ||||||
| guarantee | ||||||||
| Joint and | No | Yes | ||||||
| December | 2020.7.1-20 | |||||||
| Macao C&S | 27,371.89 | July 1, 2020 |
13,818.35 | several |
||||
| 5, 2019 | 21.6.30 | |||||||
| liability | ||||||||
71
C&S Paper Co., Ltd. Annual Report 2020
| guarantee | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total actual amount of | ||||||||
| Total approved amount of | ||||||||
guarantee for subsidiaries |
||||||||
| guarantee for subsidiaries during | 388,646.99 | 105,074.46 | ||||||
during the reporting period |
||||||||
| the reporting period (B1) | ||||||||
| (B2) | ||||||||
| Total actual guarantee | ||||||||
| Total approved amount of | ||||||||
balance to subsidiaries at |
||||||||
| guarantee for subsidiaries at the | 481,093.48 | 111,840.11 | ||||||
the end of the reporting |
||||||||
| end of the reporting period (B3) | ||||||||
| period (B4) | ||||||||
| Guarantee of subsidiaries to subsidiaries | ||||||||
| Disclosure | Guarantee | Actual date of | Actual | Guarantee | Guarantee | Whether | Whether | |
| date of | limit | occurrence | guarantee | type | period | it has | it is | |
| relevant | amount | been | related | |||||
| Name of guarantee | ||||||||
| announcem | complete | party | ||||||
| object | ||||||||
| ent on | d | guarantee | ||||||
| guarantee | ||||||||
| limit | ||||||||
| Total amount of the Company's guarantee (the sum of the first three items) | ||||||||
| Total actual amount of | ||||||||
| Total approved amount of | ||||||||
guarantee during the |
||||||||
| guarantee during the reporting | 388,646.99 | 105,074.46 |
||||||
reporting period (A2 + B2 + |
||||||||
| period (A1 + B1 + C1) | ||||||||
| C2) | ||||||||
| Total actual guarantee | ||||||||
| Total approved amount of | ||||||||
balance at the end of the |
||||||||
| guarantee at the end of the | 481,093.48 | 111,840.11 | ||||||
reporting period |
||||||||
| reporting period (A3 + B3 + C3) | ||||||||
| (A4+B4+C4) | ||||||||
| Proportion of the total actual amount of guarantee (A4 + B4 + C4) | ||||||||
| 22.18% | ||||||||
| in the net assets of the Company | ||||||||
| Wherein: | ||||||||
| Balance of guarantee for shareholders, actual controllers and their | ||||||||
| 0 | ||||||||
| related parties (D) | ||||||||
72
C&S Paper Co., Ltd. Annual Report 2020
==> picture [481 x 206] intentionally omitted <==
----- Start of picture text -----
Balance of debt guarantee provided directly or indirectly for
0
objects whose asset-liability ratio exceeds 70% (E)
Amount of guarantees in excess of 50% of net assets (F) 25,200.86
Total amount of the above three guarantees (D + E + F) 25,200.86
Description of situations that the guarantee liability has occurred
or the Company may be jointly and severally liable for undue No
guarantees during the reporting period (if any)
Description of providing external guarantee in violation of
No
prescribed procedures (if any)
----- End of picture text -----
Detailed description on the guarantees with different types: None
(2) External guarantee in violation of prescribed procedures
□ Applicable √ Not applicable
During the reporting period, there was no external guarantee in violation of prescribed procedures.
3. Entrusting others to manage cash assets
(1) Entrusted wealth management
√ Applicable □ Not applicable
Overview of entrusted wealth management during the reporting period
Unit: RMB10,000
| Specific type | Source of entrusted | Incurred amount of | Undue balance | Amount overdue but not |
|---|---|---|---|---|
| wealth management funds | entrusted wealth |
recovered | ||
| management | ||||
| Wealth management | ||||
| Self-owned fund | 21,320 | 0 |
0 |
|
| product of bank | ||||
| Wealth management | ||||
| product of securities | Self-owned fund | 8,710.5 | 5,000 |
0 |
| company | ||||
| Total | 30,030.5 | 5,000 |
0 |
Explanation of high-risk entrusted wealth management with large individual amount or low safety, poor liquidity
73
C&S Paper Co., Ltd. Annual Report 2020
and no principal guarantee
□ Applicable √ Not applicable
Entrusted wealth management is expected to fail to recover the principal or there are other circumstances that may lead to impairment
□ Applicable √ Not applicable
(2) Entrusted loans
□ Applicable √ Not applicable
There were no entrusted loans during the reporting period.
4. Significant contracts for daily operation
□ Applicable √ Not applicable
5. Other significant contracts
□ Applicable √ Not applicable
There were no other significant contracts during the reporting period.
XVIII. Social Responsibilities
1. Performance of social responsibilities
The Company actively fulfills its social responsibilities and initiatively discloses its performance of the social responsibilities. While safeguarding the legitimate rights and interests of shareholders, employees, consumers, partners, the society and other stakeholders, the Company upholds the tenet of integrity and commitment, and makes positive contributions to the sustainable development of the society and environment. For details on the Company’s performance of social responsibilities in 2020, please refer to the 2020 Environmental, Social and Governance (ESG) Report published on the designated information disclosure media CNINFO (http://www.cninfo.com.cn)
2. Performance of social responsibilities for targeted poverty alleviation
(1) Targeted poverty relief planning
The Company carried out targeted poverty alleviation in 2020, and the follow-up work plan will be conducted in
74
C&S Paper Co., Ltd. Annual Report 2020
accordance with the Company’s situation and work arrangement.
(2) Summary of annual targeted poverty alleviation
In order to implement General Secretary Xi Jinping’s important guidance that poverty alleviation and development should be precise and non-public enterprises are encouraged to participate in poverty alleviation by taking a turnkey approach in terms of resources, the Company has actively responded to the government’s appeal of targeted poverty alleviation, deepened poverty alleviation and rural revitalization. In 2002, we visited poverty-stricken areas many times and carried out targeted poverty relief work from three aspects of providing funds, providing materials and helping poor people to work. Specifics are as follows:
-
Based on the framework agreement of achieving well-off with joint efforts signed with Jinzhai Village, Huanghua Town, Yongshan County, Zhaotong City, the Company donated RMB40,000 to Jinzhai Village for improving local infrastructure and environment for residents. This could consolidate the achievements of poverty alleviation work.
-
The Company carried out targeted poverty alleviation actions in Heishui County of Aba Tibetan and Qiang Autonomous Prefecture (Sichuan Province), with a total assistance amount of RMB5,000.
-
The Company visited Wupu Middle School in Wupu Town, Yunmeng County, Xiaogan City, Hubei Province, and donated epidemic prevention materials worth RMB30,000.
-
The Company absorbed five local poverty alleviation targets from Xiaogan City of Hubei Province and signed labor contracts with them. In addition, the Company also, in response to local government’s call to participate in poverty alleviation and agricultural assistance, purchased agricultural aid products worth RMB50,000.
-
The Company donated a poverty relief fund of RMB100,000 to Luoding City of Guangdong Province; to help poverty-stricken households with registration cards to achieve employment, the Company absorbed 12 targets of targeted poverty alleviation and signed labor contracts with them.
(3) Targeted poverty relief achievements
| Indicator | Unit of | Amount and description |
|---|---|---|
| measurement | ||
| I. Overall situation | —— | —— |
| Including: 1. Capital | RMB10,000 | 19.5 |
| 2. Money equivalent of supplies | RMB10,000 | 3 |
| 3. Number of registered | Person | 17 |
75
C&S Paper Co., Ltd. Annual Report 2020
| poverty-stricken people helped to lift out of | ||
|---|---|---|
| poverty | ||
| II. Investments by items | —— | —— |
| 1. Poverty alleviation initiatives to promote | ||
| —— | —— | |
| industry development | ||
| 2. Poverty alleviation initiatives to transfer | ||
| —— | —— | |
| employment | ||
| 2.3 Number of registered | ||
| Person | 17 | |
| poverty-stricken people helped to get employed | ||
| 3. Poverty alleviation initiatives to relocate | ||
| —— | —— | |
| impoverished residents | ||
| 4. Poverty alleviation initiatives to promote | ||
| —— | —— | |
| education | ||
| 5. Poverty alleviation initiatives to promote | ||
| —— | —— | |
| healthcare | ||
| 6. Poverty alleviation initiatives to promote | ||
| —— | —— | |
| ecological protection | ||
| 7. Poverty alleviation initiatives to strengthen | ||
| —— | —— | |
| security guarantee | ||
| 8. Poverty alleviation initiatives to promote | ||
| —— | —— | |
| social causes | ||
| 8.3 Investment in poverty | ||
| RMB10,000 | 22.5 | |
| alleviation charity funds | ||
| 9. Other projects | —— | —— |
| —— | —— | |
| III. Awards (including content and level) | ||
(4) Subsequent targeted poverty alleviation plan
The Company will decide whether to carry out follow-up targeted property alleviation plans based on results of visits and inspections.
76
C&S Paper Co., Ltd. Annual Report 2020
3. Situations relating to environmental protection
Whether the listed company and its subsidiaries are the key pollution discharge units published by the environmental protection department
√ Yes □ No
77
C&S Paper Co., Ltd. Annual Report 2020
| Number | Implemente | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total | ||||||||||
Main pollutants and |
of | Concentration of | d pollutant | Total | Excessive | |||||
| Name of company | Ways of discharge |
Distribution of discharge outlets |
approved | |||||||
particular pollutants |
discharge | discharge | discharge | discharge | discharge |
|||||
| discharge | ||||||||||
| outlets | standards | |||||||||
| Jiangmen | COD | After treatment, it is | 148mg/L | 200mg/L | 294.058t | 335.600 t/a | None |
|||
| Waste | Centralized processing facilities in the | |||||||||
| Zhongshun Paper | Ammonia | discharged to the | 1 | 5.8mg/L | 8mg/L |
11.52t | 13.4 t/a |
|||
| water | factory | None |
||||||||
| Co., Ltd. | nitrogen | sewage treatment plant | ||||||||
| COD | After treatment, it | 33 mg/L | 80mg/L |
27.4413 t | 96 t/a |
None |
||||
| Production waste water discharge | ||||||||||
| enters the water | 0.496 mg/L |
8mg/L |
0.4125 t | 9.6 t/a |
||||||
| Waste | (DW001) flows through the channel | |||||||||
| Ammonia | purification station | 1 | ||||||||
| water | into the main outlet DW002 (confluent | None |
||||||||
| nitrogen | through urban sewage | |||||||||
| with domestic waste water) | ||||||||||
| pipeline | ||||||||||
| PM | 1#furnace 5.2mg/m³ 2# furnace 3.6 mg/m³ 3# furnace 4.6 mg/m³ |
20mg/Nm³ | 0.6781t |
/ |
||||||
| C&S (Sichuan) | ||||||||||
| (particulate | None | |||||||||
| Paper Co., Ltd. | ||||||||||
| matter) | Three chimneys (reconstruction of low | |||||||||
| Discharge directly | nitrogen boilers was completed in June | 1# furnace 26 mg/m³ |
||||||||
| Waste gas | Nitrogen |
3 | ||||||||
| through the flue | 2020; two boilers are commonly used | 2# furnace 81mg/m³ | 150mg/Nm³ | 9.5484t |
31.35t/a |
None | ||||
| oxide | ||||||||||
| and one boiler serves as the standby) | 3# furnace 27 mg/m³ | |||||||||
| Sulfur | ||||||||||
| 0 | 50mg/Nm³ |
0 |
/ |
None | ||||||
| dioxide | ||||||||||
| COD | After treatment, it is | 40.1mg/L | 500mg/L |
8.55t | 13.97 t/a |
None |
||||
| Zhejiang | ||||||||||
Zhongshun Paper |
Waste | Ammonia | discharged to Jiaxing | 1 | Centralized processing facilities in the | |||||
| water | Union Sewage | factory | 0.965mg/L | 35mg/L |
0.2t | 9.78 t/a |
None |
|||
| Co., Ltd. | nitrogen | |||||||||
| Treatment Co., Ltd. | ||||||||||
78
C&S Paper Co., Ltd. Annual Report 2020
| through municipal pipe | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| COD | After treatment, it is | 70.579 mg/L | 400mg/L |
77.974t | 152.25t/a |
None |
||||
| After pre-processing of centralized | ||||||||||
| discharged to Biquan | ||||||||||
| Waste | processing facilities in the factory, it is | |||||||||
| Ammonia | Sewage Treatment | 1 | ||||||||
| water | discharged to Biquan Sewage | 3.880 mg/L | 30mg/L |
4.286t | 15.25t/a |
None |
||||
| nitrogen | Plant through | |||||||||
| Treatment Plant | ||||||||||
| municipal pipe | ||||||||||
| C&S (Hubei) | PM | |||||||||
| Paper Co., Ltd. | (particulate | 9.0 mg/Nm³ | 30mg/Nm³ |
9.998t |
28.63 t/a |
None |
||||
Dedusting by bag filter, |
||||||||||
| matter) | ||||||||||
| desulfurization by | ||||||||||
| Waste gas | Sulfur |
1 | One chimney | |||||||
| limestone-gypsum and | 18.5 mg/Nm³ | 200mg/Nm³ |
29.171t |
203.87t/a |
None |
|||||
| dioxide | ||||||||||
| denitration by SNCR | ||||||||||
| Nitrogen | ||||||||||
| 58.0 mg/Nm³ | 200mg/Nm³ |
81.501t |
239.85t/a |
None |
||||||
| oxide | ||||||||||
| COD | Continuous discharge | 1 | Sewage treatment station in the factory | 23.99 mg/L |
80mg/L |
44.81t | 197.1 t/a |
None |
||
| C&S (Yunfu) | Waste | |||||||||
| Ammonia | ||||||||||
| Paper Co., Ltd. | water | Continuous discharge | 1 | Sewage treatment station in the factory | 1.66 mg/L |
8mg/L |
3.18t | 19.76 t/a |
None |
|
| nitrogen | ||||||||||
| COD | After being treated by | 24.96 mg/L | 50mg/L |
5.74t | 16.5 t/a |
None |
||||
| the plant sewage | ||||||||||
| treatment station, it is | ||||||||||
| C&S Paper Co., | Waste | The main outlet of the zone (Lvyuan | ||||||||
| Ammonia | discharged to the | 1 | ||||||||
| Ltd. Tangshan | water | Sewage Treatment Plant) | 0.464 mg/L | 5mg/L |
0.103t | 1.65t/a |
None |
|||
| nitrogen | Lvyuan Sewage | |||||||||
| Branch | ||||||||||
| Treatment Plant in the | ||||||||||
| zone | ||||||||||
| Waste gas | PM |
Discharge directly | 1 | One chimney | 2.12mg/m³ | 5mg/Nm³ |
0.22t | 2.46 t/a |
None |
79
| C&S Paper Co.,Ltd. Annual Report 2020 | C&S Paper Co.,Ltd. Annual Report 2020 | C&S Paper Co.,Ltd. Annual Report 2020 | C&S Paper Co.,Ltd. Annual Report 2020 | C&S Paper Co.,Ltd. Annual Report 2020 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (particulate | through the flue |
|||||||||
| matter) | ||||||||||
| Nitrogen | ||||||||||
| 17.50mg/m³ | 30mg/Nm³ |
1.837t |
18.46t/a |
None |
||||||
| oxide | ||||||||||
| Sulfur | ||||||||||
| 3mg/m³ | 10mg/Nm³ |
0.3128t |
6.15 t/a |
None |
||||||
| dioxide | ||||||||||
Construction and operation of pollution prevention and control facilities
(1) Compliance obligation fulfillment: The Company and its subsidiaries strictly abide by national and local environmental laws and regulations; all new projects strictly implement the environmental impact assessment system and "three simultaneous" system; all production activities strictly comply with the Environmental Protection Law of the People's Republic of China , the Law of the People's Republic of China on the Prevention and Control of Water Pollution , the Law of the People's Republic of China on the Prevention and Control of Atmospheric Pollution , the Law of the People's Republic of China on the Prevention and Control of Environmental Pollution by Solid Waste and the Action Plan for Prevention and Control of Water Pollution , and ensure that all pollutant treatment and discharge are in line with the requirements of laws and regulations.
(2) Configuration and operation of water treatment equipment and facilities: Each subsidiary has a complete set of environmental protection treatment equipment and facilities. The main sewage treatment processes are anaerobic, aerobic and subsequent deep treatment processes, which can achieve the discharge standards of various sewage indicators. In addition, each subsidiary is equipped with a recycling water system, in which the reclaimed water that meets the usage standard is used for re-production to reduce the discharge of sewage as far as possible. The sewage of Jiangmen, Zhejiang, Hubei and Tangshan companies is discharged after centralized treatment in the company and treated by the local sewage treatment plants. After centralized treatment in the company, the sewage of Sichuan Company enters water purification station through urban sewage pipeline; the sewage of Yunfu Company, after treated by the company's sewage treatment station and reaching the standard, is discharged in an organized manner.
80
C&S Paper Co., Ltd. Annual Report 2020
(3) Online monitoring and operation of water treatment facilities: Four subsidiaries in Yunfu, Sichuan, Zhejiang and Hubei have all installed on-line sewage monitoring facilities, which are directly supervised by local environmental protection bureau. The sewage of Tangshan Company, after centralized treatment in the Company, is discharged to the sewage plant of the local paper industry base without any other sewage outlet. Monitoring facilities are installed in the company for internal control reference. After the centralized treatment within the Company, the sewage of Jiangmen Company is discharged to the sewage plant of the local paper industry base; there is no other sewage outlet and no online monitoring facilities. The environmental protection bureau goes to the company regularly every quarter to compare the on-line monitoring data, which all meet the requirements.
(4) Boiler waste gas emission: Sichuan Branch and Tangshan Branch are equipped with natural gas boilers. Hubei Branch is equipped with a coal-fired boiler, and waste gas is emitted uniformly after desulfurization and denitrification. Boiler waste gas emission conforms to GB13271-2014 Emission Standard of Air Pollutants for Boiler .
Environmental impact assessment of construction projects and other administrative permits for environmental protection
(1) Administrative permits: According to the Measures for the Administration of Pollutant Discharge Permit of the Ministry of Environmental Protection of the People's Republic of China , the applications were submitted to the Environmental Protection Bureau. All the subsidiaries attained the new pollutant discharge permit in 2017, and completed its renewal and change in May 2020.
(2) Construction projects: the Company has always been strictly in accordance with environmental laws and regulations to implement the control of construction projects. Environmental impact assessment was carried out for all construction projects and environmental protection project construction was arranged according to construction plan, to ensure that the environmental protection facilities and the main project are designed, constructed and put into use at the same time. At present, all construction projects put into production have completed environmental impact assessment and acceptance and approval.
Emergency plan for sudden environmental events
(1) Preparation and reporting of emergency plan for sudden environmental events: The Company strictly implements emergency response rules for sudden environmental events, and, in accordance with the technical requirements in the Technical Guidelines for Preparation of Emergency Plans for Environmental Pollution Accidents, employs a professional advisory and guidance organization to formulate the Emergency Plan for Sudden Environmental Events , which has been reviewed by and filed with the Environmental Protection Bureau.
(2) Emergency response supplies, training and drill: The Company has matched the corresponding emergency response supplies according to the requirements of the Emergency Plan for Sudden Environmental Events . Emergency response measures for hazardous chemicals have been prepared according to environmental protection
81
C&S Paper Co., Ltd. Annual Report 2020
requirements, and necessary labor protection supplies and emergency response supplies have been provided in accordance with safety technical instructions, and checked and updated regularly. The Company regularly carries out emergency training and drill and suitability assessment of the emergency plan to ensure the effectiveness and enforceability of the emergency plan.
Environmental self-monitoring program
(1) Self-monitoring ledger: The Company strictly abides by laws and regulations, carries out self-monitoring work in accordance with environmental protection requirements, establishes environmental management ledger and data, and constantly improves it.
(2) Waste water monitoring: At present, self-monitoring is a combination of manual monitoring and automatic monitoring, and qualified units are entrusted to carry out monitoring regularly. Automatic monitoring projects: main discharge outlet of waste water (COD, ammonia nitrogen, flow rate, PH, total nitrogen); Manual monitoring projects: COD, BOD, ammonia nitrogen, SS, chroma, PH, total phosphorus and total nitrogen indicators are monitored daily; for other sewage monitoring items, uncontrolled emissions, solid waste and factory boundary noise, each subsidiary entrusts qualified units to carry out monitoring work monthly or quarterly according to the local environmental protection requirements.
(3) Waste gas monitoring: The main testing items are nitrogen oxide, ringelman emittance, sulfur dioxide and soot. The testing frequency is in compliance with the requirements of regulations.
(4) The self-monitoring data of pollutant discharge and environmental monitoring plans of each subsidiary are disclosed on the national key pollution source information disclosure website and the provincial key pollution source information disclosure website.
Other environmental information that should be disclosed
(1) The information regarding pollution discharge permit and relevant environmental information required by pollution permits is published on the National Pollution Discharge Permit Management Information Platform. If the competent government department in the location of the subsidiary has specific requirements, the information will be published on its required environmental information platform in local area.
(2) Other information related to environmental protection is published in the “News” section of our website. Other relevant information on environmental protection: None
XIX. Other Significant Events
√ Applicable □ Not applicable
| No. | Announcement time | Announcement name | Announcement | Disclosure |
|---|---|---|---|---|
| number | media |
82
C&S Paper Co., Ltd. Annual Report 2020
| 1 | January 9, 2020 | Announcement on Pre-disclosure of the Share Reduction Plan by Directors and Senior Management of the Company |
2020-01 | |
|---|---|---|---|---|
| 2 | February 3, 2020 | Announcement on Resolutions of the 20th Meeting of the Fourth Session of the Board of Directors |
2020-02 | |
| 3 | February 3, 2020 | Announcement on External Donations | 2020-03 | |
| 4 | February 10, 2020 | Announcement on the Production and Sales of Medical Masks by Wholly-owned Subsidiaries |
2020-04 | |
| 5 | February 12, 2020 | Announcement on Completion of the Share Reduction Plan by Directors and Senior Management |
2020-05 | |
| 6 | February 13, 2020 | Announcement on the Acquisition of Emergency Medical Device Production and Emergency Medical Device Record Certificate by Wholly-owned Subsidiaries |
2020-06 | |
| 7 | February 15, 2020 | Announcement on Progress of the Share Reduction Plan by Senior Management of the Company |
2020-07 | |
| 8 | February 26, 2020 | Announcement on Resolutions of the 21st Meeting of the Fourth Session of the Board of Directors |
2020-08 | |
| 9 | February 26, 2020 | Announcement on Resolutions of the 17th Meeting of the Fourth Session of the Board of Supervisors |
2020-09 | |
| 10 | February 26, 2020 | Announcement on Changes to Accounting Policies | 2020-10 | |
| 11 | February 26, 2020 | Notice on Convening 2020 First Extraordinary General Meeting | 2020-11 | |
| 12 | February 29, 2020 | Annual Performance Bulletin 2019 | 2020-12 | |
| 13 | March 6, 2020 | Announcement on Completion of the Share Reduction Plan by Senior Management of the Company |
2020-13 | |
| 14 | March 11, 2020 | Announcement on the Completion of Industrial and Commercial Registration Amendment of Subsidiaries |
2020-14 | |
| 15 | March 14, 2020 | Announcement on Resolutions of 2020 First Extraordinary General Meeting of Shareholders |
2020-15 | |
| 16 | March 18, 2020 | Announcement on the Resignation of the Representative of Securities Affairs |
2020-16 | |
| 17 | March 20, 2020 | Announcement on the First Repurchase of Company Shares | 2020-17 | |
| 18 | March 21, 2020 | Announcement on the Progress of Repurchase of Company Shares | 2020-18 | |
| 19 | March 31, 2020 | Announcement on the Completion of Industrial and Commercial Registration Amendment of the Company and Holding Subsidiaries |
2020-19 |
83
C&S Paper Co., Ltd. Annual Report 2020
| 20 | April 3, 2020 | Announcement on the Progress of Repurchase of Company Shares | 2020-20 | Securities Times, Securities Daily, China Securities Journal, Shanghai Securities News and CNINF |
|---|---|---|---|---|
| 21 | April 8, 2020 | Announcement on Pre-disclosure of the Share Reduction Plan by Directors and Senior Management of the Company |
2020-21 | |
| 22 | April 30, 2020 | Announcement on Resolutions of the 22nd Meeting of the Fourth Session of the Board of Directors |
2020-22 | |
| 23 | April 30, 2020 | Announcement on Resolutions of the 18th Meeting of the Fourth Session of the Board of Supervisors |
2020-23 | |
| 24 | April 30, 2020 | Summary of Annual Report 2019 | 2020-24 | |
| 25 | April 30, 2020 | Announcement on the Proposal on 2019 Profit Distribution Plan | 2020-25 | |
| 26 | April 30, 2020 | Notice on Convening 2019 Annual General Meeting | 2020-26 | |
| 27 | April 30, 2020 | Notice on Convening the Online Performance Presentation for Annual Report 2019 |
2020-27 |
|
| 28 | April 30, 2020 | Text of the First Quarter Report 2020 | 2020-28 | |
| 29 | May 8, 2020 | Announcement on Progress of Repurchase of Company Shares | 2020-29 | |
| 30 | May 8, 2020 | Announcement on Progress of the Share Reduction Plan by Senior Management of the Company |
2020-30 | |
| 31 | May 15, 2020 | Announcement on the Completion of Industrial and Commercial Registration Amendment of Subsidiaries |
2020-31 | |
| 32 | May 15, 2020 | Announcement on Completion of the Share Reduction Plan by Directors and Senior Management the Company |
2020-32 | |
| 33 | May 16, 2020 | Announcement on Expiry of the Share Reduction Plan by Senior Management of the Company and Pre-disclosure on the Next Share Reduction Plan |
2020-33 | |
| 34 | May 22, 2020 | Announcement on Resolutions of 2019 Annual General Meeting of Shareholders |
2020-34 | |
| 35 | May 22, 2020 | Announcement on Resolutions of 23rd Meeting of the Fourth Session of the Board of Directors |
2020-35 | |
| 36 | May 22, 2020 | Announcement on Resolutions of the 19th Meeting of the Fourth Session of the Board of Supervisors |
2020-36 | |
| 37 | May 22, 2020 | Announcement on Termination of Repurchase of Company Shares | 2020-37 | |
| 38 | May 22, 2020 | Announcement on Achieving the Unlock Conditions of the First Unlock Period for Restricted Stocks Awarded in the First Grant under |
2020-38 |
84
C&S Paper Co., Ltd. Annual Report 2020
| the Company's 2018 Stock Option and Restricted Stock Incentive Plan | ||||
|---|---|---|---|---|
| 39 | May 22, 2020 | Announcement on Achieving the Exercise Conditions of the First Exercise Period for Stock Options Awarded in the First Grant under the Company's 2018 Stock Option and Restricted Stock Incentive Plan |
2020-39 |
|
| 40 | May 22, 2020 | Announcement on the Repurchase and Deregistration of Partial Restricted Stocks Awarded in the First Grant under the Company's 2018 Stock Option and Restricted Stock Incentive Plan |
2020-40 | |
| 41 | May 22, 2020 | Announcement on the Deregistration of Partial Stock Options Awarded in the First Grant under the Company's 2018 Stock Option and Restricted Stock Incentive Plan |
2020-41 | |
| 42 | May 23, 2020 | Announcement on Implementation of 2019 Annual Equity Allocation | 2020-42 | |
| 43 | May 27, 2020 | Announcement on Resignation of the Company’s Director | 2020-43 | |
| 44 | May 29, 2020 | Announcement on Resolutions of the 24th Meeting of the Fourth Session of the Board of Directors |
2020-44 | |
| 45 | May 29, 2020 | Announcement on Resolutions of the 20th Meeting of the Fourth Session of the Board of Supervisors |
2020-45 | |
| 46 | May 29, 2020 | Announcement on Adjusting the Exercise Price of Stock Options under 2018 Stock Option and Restricted Stock Incentive Plan |
2020-46 | |
| 47 | May 29, 2020 | Announcement on By-election of non-Independent Directors of the Fourth Session of the Board of Directors |
2020-47 | |
| 48 | May 29, 2020 | Notice on Convening 2020 Second Extraordinary General Meeting | 2020-48 | |
| 49 | June 4, 2020 | Indicative Announcement on Lifting the Sales Restrictions in the First Unlock Period for Restricted Stocks Awarded in the First Grant under the Company's 2018 Stock Option and Restricted Stock Incentive Plan |
2020-49 |
|
| 50 | June 8, 2020 | Indicative Announcement on Adopting the Autonomous Exercise Mode in the First Exercise Period for Stock Options Awarded in the First Grant under the Company's 2018 Stock Option and Restricted Stock Incentive Plan |
2020-50 |
|
| 51 | June 16, 2020 | Announcement on Progress of the Share Reduction Plan by Senior Management of the Company |
2020-51 | |
| 52 | June 16, 2020 | Announcement on the Deregistration Completion of Partial Stock Options Awarded in the First Grant under the 2018 Stock Option and Restricted Stock Incentive Plan |
2020-52 |
85
C&S Paper Co., Ltd. Annual Report 2020
| 53 | June 16, 2020 | Announcement on Resolutions of 2020 Second Extraordinary General Meeting of Shareholders |
2020-53 | |
|---|---|---|---|---|
| 54 | June 16, 2020 | Announcement on Capital Decrease | 2020-54 | |
| 55 | June 23, 2020 | Announcement on Resolutions of the 25th Meeting of the Fourth Session of the Board of Directors |
2020-55 | |
| 56 | June 23, 2020 | Announcement on Election of the Vice Chairman of the Fourth Session of the Board of Directors |
2020-56 | |
| 57 | June 23, 2020 | Announcement on Appointment of the Joint General Manager of the Company |
2020-57 | |
| 58 | July 2, 2020 | Announcement on Completion of the Share Reduction Plan by Directors and Senior Management of the Company |
2020-58 | |
| 59 | July 13, 2020 | Semi-annual Performance Forecast 2020 | 2020-59 | |
| 60 | August 7, 2020 | Announcement on Resolutions of the 26th Meeting of the Fourth Session of the Board of Directors |
2020-60 | |
| 61 | August 7, 2020 | Announcement on Resolutions of the 21st Meeting of the Fourth Session of the Board of Supervisors |
2020-61 | |
| 62 | August 7, 2020 | Summary of Semi-annual Report 2020 | 2020-62 | |
| 63 | August 7, 2020 | Announcement on Continued Engagement of the Accounting Firm | 2020-63 | |
| 64 | August 7, 2020 | Notice on Convening the 2020 Third Extraordinary General Meeting | 2020-64 | |
| 65 | August 26, 2020 | Announcement on Resolutions of the 2020 Third Extraordinary General Meeting |
2020-65 | |
| 66 | August 26, 2020 | Announcement on Resolutions of the 27th Meeting of the Fourth Session of the Board of Directors |
2020-66 | |
| 67 | August 26, 2020 | Announcement on Adjusting the Annual Remuneration of the Joint General Manager |
2020-67 | |
| 68 | August 26, 2020 | Notice on Convening the 2020 Fourth Extraordinary General Meeting | 2020-68 |
|
| 69 | September 8, 2020 | Announcement on the Repurchase and Deregistration Completion of Partial Restricted Awarded in the First Grant under the 2018 Stock Option and Restricted Stock Incentive Plan |
2020-69 | |
| 70 | September 11, 2020 | Announcement on Over Half Time of the Share Reduction Plan by Senior Management of the Company |
2020-70 | |
| 71 | September 16, 2020 | Announcement on the Completion of Industrial and Commercial | 2020-71 |
86
C&S Paper Co., Ltd. Annual Report 2020
| Registration Amendment of Subsidiaries | ||||
|---|---|---|---|---|
| 72 | September 16, 2020 | Announcement on Resolutions of the 2020 Fourth Extraordinary General Meeting |
2020-72 | |
| 73 | October 12, 2020 | Performance Forecast of the First Three Quarters 2020 | 2020-73 | |
| 74 | October 17, 2020 | Announcement on Completion of the Industrial and Commercial Registration Amendment of the Company |
2020-74 | |
| 75 | October 30, 2020 | Announcement on Resolutions of the 28th Meeting of the Fourth Session of the Board of Directors |
2020-75 | |
| 76 | October 30, 2020 | Announcement on Resolutions of the 22nd Meeting of the Fourth Session of the Board of Supervisors |
2020-76 | |
| 77 | October 30, 2020 | Text of the Third Quarter Report 2020 | 2020-77 | |
| 78 | October 30, 2020 | Announcement on Achieving the Unlock Conditions of the First Unlock Period for Reserved Restricted Stocks under the Company's 2018 Stock Option and Restricted Stock Incentive Plan |
2020-78 | |
| 79 | October 30, 2020 | Announcement on Achieving the Exercise Conditions of the First Exercise Period for Reserved Stock Options under the Company's 2018 Stock Option and Restricted Stock Incentive Plan |
2020-79 | |
| 80 | October 30, 2020 | Announcement on the Repurchase and Deregistration of Partial Reserved Restricted Stocks under the 2018 Stock Option and Restricted Stock Incentive Plan |
2020-80 | |
| 81 | October 30, 2020 | Announcement on the Deregistration of Partial Reserved Stock Options under the 2018 Stock Option and Restricted Stock Incentive Plan |
2020-81 | |
| 82 | October 30, 2020 | Announcement on Increase of Related Lease | 2020-82 | |
| 83 | October 30, 2020 | Notice on Convening the 2020 Fifth Extraordinary General Meeting | 2020-83 | |
| 84 | November 5, 2020 | Announcement on Share Increase by Actual Controllers and Chairman of the Company |
2020-84 | |
| 85 | November 9, 2020 | Indicative Announcement on Lifting the Sales Restrictions in the First Unlock Period for Reserved Restricted Stocks under the Company's 2018 Stock Option and Restricted Stock Incentive Plan |
2020-85 | |
| 86 | November 13, 2020 | Indicative Announcement on Adopting the Autonomous Exercise Mode in the First Exercise Period for Reserved Stock Options under the Company's 2018 Stock Option and Restricted Stock Incentive Plan |
2020-86 |
87
C&S Paper Co., Ltd. Annual Report 2020
| 87 | November 17, 2020 | Announcement on Resolutions of the 2020 Fifth Extraordinary General Meeting |
2020-87 | |
|---|---|---|---|---|
| 88 | November 17, 2020 | Announcement on Capital Reduction | 2020-88 | |
| 89 | November 21, 2020 | Announcement on the Deregistration Completion of Partial Reserved Stock Options under the 2018 Stock Option and Restricted Stock Incentive Plan |
2020-89 | |
| 90 | December 1, 2020 | Indicative Announcement on Expiry of the Lockup Period of Phase II Employee Stock Ownership Plan |
2020-90 | |
| 91 | December 12, 2020 | Announcement on Expiry of the Share Reduction Plan by Senior Management of the Company |
2020-91 | |
| 92 | December 16, 2020 | Announcement on Resolutions of the 29th Meeting of the Fourth Session of the Board of Directors |
2020-92 | |
| 93 | December 16, 2020 | Announcement on Resolutions of the 23rd Meeting of the Fourth Session of the Board of Supervisors |
2020-93 | |
| 94 | December 16, 2020 | Announcement on the Company’s Application for Credit Line from Banks in 2021 |
2020-94 | |
| 95 | December 16, 2020 | Announcement on the Company’s Provision of Guarantee for Subsidiaries in 2021 |
2020-95 | |
| 96 | December 16, 2020 | Announcement on Use of Self-owned Idle Funds to Purchase Wealth Management Products in 2021 |
2020-96 | |
| 97 | December 16, 2020 | Announcement on Engaging in Financial Derivatives Trading in 2021 | 2020-97 |
|
| 98 | December 16, 2020 | Announcement on Provision of Guarantee for Credit Line Offered by Bank to Dealers |
2020-98 | |
| 99 | December 16, 2020 | Announcement on Daily Related Party Transactions in 2021 | 2020-99 | |
| 100 | December 16, 2020 | Notice on Convening the 2020 Third Extraordinary General Meeting | 2020-100 | |
| 101 | December 19, 2020 | Announcement on Reduction of Company Shares by Senior Management Through Block Transactions |
2020-101 | |
| 102 | December 30, 2020 | Announcement on Investment and Establishment of a Holding Subsidiary and Completion of Industrial and Commercial Registration |
2020-102 |
88
C&S Paper Co., Ltd. Annual Report 2020
XX. Significant Events of Subsidiaries of the Company
√ Applicable □ Not applicable
| No. | Announcement time | Announcement name |
Announcement | Disclosure media |
|---|---|---|---|---|
| number | ||||
| 1 | February 10, 2020 | Announcement on the Production and Sales of Medical Masks by Wholly-owned Subsidiaries |
2020-04 |
Securities Times, Securities Daily, China Securities Journal, Shanghai _Securities News_and CNINF |
| 2 | February 13, 2020 | Announcement on the Acquisition of Emergency Medical Device Production and Emergency Medical Device Record Certificate by Wholly-owned Subsidiaries |
2020-06 |
|
| 3 | March 11, 2020 | Announcement on Completion of Industrial and Commercial Registration Amendment of Subsidiaries |
2020-14 |
|
| 4 | March 31, 2020 | Announcement on the Completion of Industrial and Commercial Registration Amendment of the Company and Holding Subsidiaries |
2020-19 |
|
| 5 | May 15, 2020 | Announcement on the Completion of Industrial and Commercial Registration Amendment of Subsidiaries |
2020-31 |
|
| 6 | December 30, 2020 | Announcement on Investment and Establishment of a Holding Subsidiary and Completion of Industrial and Commercial Registration |
2020-102 |
89
C&S Paper Co., Ltd. Annual Report 2020
Section VI Changes in Shareholding and Information of Shareholders
I. Changes in Share Capital
1. Changes in shares
Unit: share
| Before change | Before change | Increase/decrease (+, | Increase/decrease (+, | Increase/decrease (+, | -) of this change | -) of this change | After change | After change | |
|---|---|---|---|---|---|---|---|---|---|
| Reserve | |||||||||
| New | |||||||||
| Percenta | Bonus | s | Percenta | ||||||
| Number | shares | Others | Subtotal | Number | |||||
| ge | shares | capitaliz | ge | ||||||
| issued | |||||||||
| ed | |||||||||
| I. Shares subject to selling | |||||||||
| 43,764,852 | 3.34% |
116,250 |
-7,022,779 | -6,906,529 |
36,858,323 |
2.81% |
|||
| restrictions | |||||||||
| 1. Shares held by the state | |||||||||
| 2. Shares held by | |||||||||
| state-owned legal | |||||||||
| person | |||||||||
| 3. Shares held by other | |||||||||
| domestic | 41,134,807 | 3.14% |
116,250 |
-6,344,768 | -6,228,518 |
34,906,289 |
2.66% |
||
| shareholders | |||||||||
| Including: Shares held | |||||||||
| by domestic legal | |||||||||
| persons | |||||||||
| Shares held by | |||||||||
| 41,134,807 | 3.14% |
116,250 |
-6,344,768 | -6,228,518 |
34,906,289 |
2.66% |
|||
| domestic natural persons | |||||||||
| 4. Shares held by foreign | |||||||||
| 2,630,045 | 0.20% |
-678,011 | -678,011 |
1,952,034 |
0.15% |
||||
| shareholders | |||||||||
| Including: Shares held | |||||||||
| by foreign legal | |||||||||
90
C&S Paper Co., Ltd. Annual Report 2020
| persons | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Shares held by | |||||||||
| 2,630,045 | 0.20% |
-678,011 | -678,011 |
1,952,034 |
0.15% |
||||
| foreign natural persons | |||||||||
| II. Shares without selling | |||||||||
| 1,265,126,421 | 96.66% |
3,494,166 |
6,220,057 | 9,714,223 |
1,274,840,644 |
97.19% |
|||
| restrictions | |||||||||
| 1. RMB-denominated | |||||||||
| 1,265,126,421 | 96.66% |
3,494,166 |
6,220,057 | 9,714,223 |
1,274,840,644 |
97.19% |
|||
| ordinary shares | |||||||||
| 2. Domestic listed foreign | |||||||||
| shares | |||||||||
| 3. Overseas listed foreign | |||||||||
| shares | |||||||||
| 4. Others | |||||||||
| III. Total number of shares | 1,308,891,273 | 100.00% |
3,610,416 |
-802,722 | 2,807,694 |
1,311,698,967 |
100.00% |
Explanation on changes in shares
√ Applicable □ Not applicable
-
During the first unlock period for restricted shares awarded in the first grant under the 2018 Stock Option and Restricted Stock Incentive Plan , 241 incentive recipients were unable to unlock the shares since they left the Company or failed to pass performance appraisal or unable to unlock all the shares since they passed the performance appraisal but failed to get a full mark and therefore could only lock shares proportioned to their mark. As a result, the Company had to repurchase and cancel a total of 802,722 restricted shares that had been granted but not unlocked. The deregistration procedures for the aforementioned restricted shares had been completed at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as at September 9, 2020. As a result, the Company’s total share capital decreased by 802,722 shares.
-
During June 10, 2020 and December 31, 2020, vesting incentive recipients of stock options awarded in the first grant and reserved stock options under the 2018 Stock Option and Restricted Stock Incentive Plan exercised the right of 3,610,416 shares. As a result, the Company’s total share capital increased by 3,610,416 shares.
Approval of changes in shares
√ Applicable □ Not applicable
- The Board of Directors’ disposition of the repurchase and deregistration matters for the first unlocking of partial restricted shares awarded in the first grant under the 2018 Stock Option and Restricted Stock Incentive Plan had been authorized by the first extraordinary general meeting of shareholders and reviewed and approved by the
91
C&S Paper Co., Ltd. Annual Report 2020
23rd meeting of the fourth session of the Board of Directors and 19th meeting of the fourth session of the Board of Supervisors.
- The Board of Directors’ disposition of the exercise matters for the first exercise period of restricted stock options awarded in the first grant and reserved stock options under the 2018 Stock Option and Restricted Stock Incentive Plan had been authorized by the first extraordinary general meeting of shareholders and reviewed and approved by the 23rd meeting of the fourth session of the Board of Directors and 19th meeting of the fourth session of the Board of Supervisors.
Transfer of title of changed shares
□ Applicable √ Not applicable
Implementation of share repurchase
√ Applicable □ Not applicable
On April 18, 2019, the 12th meeting of the fourth session of the Board of Directors passed the Proposal on Share Repurchase of the Company . The Company aims to repurchase part of the Company's shares by centralized bidding transaction, with a total amount of RMB200 million (inclusive) to RMB400 million (inclusive). The buyback price shall not outstrip RMB13.69/share (inclusive). All shares to be repurchased will be used for employee stock ownership plans.
On August 5, 2019, the Company held the 15th meeting of the fourth session of the Board of Directors and passed the Proposal on Adjusting the Upper Limit of Share Repurchase Price . In line with the positive changes in the capital market and the Company's stock price, the Company adjusted the upper limit of share repurchase price to RMB18.81/share (inclusive), to ensure the smooth implementation of share repurchase based on the confidence in the Company's future business development and market value.
From March 19 to March 20, 2020, the Company conducted share repurchase by centralized bidding. The number of shares repurchased was 1,895,900 accumulatively, accounting for 0.1448% of the Company's total share capital. The highest transaction price was RMB15/share, the lowest one was RMB14.34/share, and the total transaction amount was RMB27,680,721.76 (with no transaction costs included).
On May 21, 2020, after holding the 23rd meeting of the fourth session of the Board of Directors, the Company passed the Proposal on Termination of Share Repurchase of the Company . The Company decided to terminate the share repurchase.
Implementation of share repurchase by centralized bidding
□ Applicable √ Not applicable
Impact of share changes on basic earnings per share and diluted earnings per share, net assets per share
92
C&S Paper Co., Ltd. Annual Report 2020
attributable to ordinary shareholders of the Company, and other financial indicators in last year and the latest period
□ Applicable √ Not applicable
Other contents considered necessary by the Company or required to be disclosed by the securities regulatory authority
□ Applicable √ Not applicable
2. Changes in shares subject to selling restrictions
√ Applicable □ Not applicable
Unit: share
| Number of shares | Increase in shares |
Number of shares |
Number of shares |
|||
|---|---|---|---|---|---|---|
| subject to selling | subject | released | subject to selling | Reason for | Date of release | |
| Shareholder’s | ||||||
| restrictions at the | to selling | from selling | restrictions at the | Selling | from selling | |
| name | ||||||
| beginning of the | restrictions | restrictions | end of | restrictions | restrictions | |
| period | during the period | during the period | the year | |||
| Deng Yingzhong | Lock-up shares of | |||||
| senior | ||||||
| management; the | ||||||
| increase in | ||||||
| restricted shares | ||||||
is due to the |
||||||
| 4,679,558 | 385,050 |
5,064,608 | Long-term | |||
locking of |
||||||
| shareholding | ||||||
| increase | ||||||
| proportional to | ||||||
| the position of the | ||||||
| director. | ||||||
| Deng Guanbiao | Lock-up shares of | Long-term |
||||
| 3,718,105 | 3,718,105 | senior |
||||
| management | ||||||
| Deng Guanjie | 900,730 | 900,730 | Lock-up shares of |
Long-term |
93
C&S Paper Co., Ltd. Annual Report 2020
| senior | ||||||
|---|---|---|---|---|---|---|
| management | ||||||
| Lock-up shares of | Long-term |
|||||
| senior | ||||||
| management; the | ||||||
| increase in | ||||||
| restricted shares | ||||||
| is due to the | ||||||
| Dai Zhenji | 220,045 | 600,000 |
555,011 |
265,034 |
locking of |
|
| unlocked | ||||||
| restricted shares | ||||||
| proportional to | ||||||
| the position of the | ||||||
| senior | ||||||
| management. | ||||||
| Lock-up shares of | Long-term |
|||||
| senior | ||||||
| management; the | ||||||
| increase in | ||||||
| restricted shares | ||||||
| is due to the | ||||||
| locking of | ||||||
| Liu Jinfeng | 1,733,967 | 549,000 |
703,492 |
1,579,475 |
unlocked |
|
| restricted shares | ||||||
| or exercised stock | ||||||
| options | ||||||
| proportional to | ||||||
| the position of the | ||||||
| senior | ||||||
| management. | ||||||
| Lock-up shares of | Long-term |
|||||
| Yue Yong | 9,206,243 | 55,000 |
9,261,243 | senior |
||
| management; the |
94
C&S Paper Co., Ltd. Annual Report 2020
| increase in | ||||||
|---|---|---|---|---|---|---|
| restricted shares | ||||||
| is due to the | ||||||
| locking of | ||||||
| unlocked | ||||||
| restricted shares | ||||||
| proportional to | ||||||
| the position of the | ||||||
| senior | ||||||
| management. | ||||||
| Zhou | Lock-up shares of | Long-term |
||||
| QichaoZhou | 663,579 | 165,825 | 497,754 |
senior |
||
| Qichao | management | |||||
| Lock-up shares of | Long-term |
|||||
| senior | ||||||
| management; the | ||||||
| increase in | ||||||
| restricted shares | ||||||
| is due to the | ||||||
| Ye LongfangYe | ||||||
| 112,500 | 37,500 |
112,500 |
locking of |
|||
| Longfang | ||||||
| exercised stock | ||||||
| options | ||||||
| proportional to | ||||||
| the position of the | ||||||
| senior | ||||||
| management. | ||||||
| Lock-up shares of | Long-term |
|||||
| senior | ||||||
| management; the | ||||||
| Dong Ye | 134,625 | 56,250 |
71,081 |
119,794 |
increase in |
|
| restricted shares | ||||||
| is due to the | ||||||
| locking of |
95
C&S Paper Co., Ltd. Annual Report 2020
| unlocked | ||||||
|---|---|---|---|---|---|---|
| restricted shares | ||||||
| or exercised stock | ||||||
| options | ||||||
| proportional to | ||||||
| the position of the | ||||||
| senior | ||||||
| management. | ||||||
| Lock-up shares of | Long-term |
|||||
| Li Youquan | 40,800 | 7,500 | 33,300 |
senior |
||
| management | ||||||
| In accordance | ||||||
| with_2018 Stock_ | ||||||
| Option and | ||||||
| Restricted Stock | ||||||
| Incentive Plan | ||||||
| (Draft), the first | ||||||
| unlocking was | Pursuant to_2018_ | |||||
| Equity incentive | conducted for | Stock Option and | ||||
| recipients | 22,467,200 | 7,161,420 | 15,305,780 |
partial restricted |
Restricted Stock | |
| stocks awarded in | Incentive Plan |
|||||
| the first grant and | (Draft) | |||||
| partial reserved | ||||||
| stocks; 30% of | ||||||
| the shares were | ||||||
| unlocked and | ||||||
| 70% were still | ||||||
| locked. | ||||||
| Total | 43,764,852 | 1,757,800 |
8,701,829 |
36,858,323 |
-- |
-- |
96
C&S Paper Co., Ltd. Annual Report 2020
II. Issuance and Listing of Securities
1. Issuance of securities (excluding preference shares) during the reporting period
□ Applicable √ Not applicable
2. Changes in total shares and shareholder structure as well as changes in asset and liability structure of the Company
√ Applicable □ Not applicable
-
During the first unlock period for restricted shares awarded in the first grant under the 2018 Stock Option and Restricted Stock Incentive Plan , 241 incentive recipients were unable to unlock the shares since they left the Company or failed to pass performance appraisal or unable to unlock all the shares since they passed the performance appraisal but failed to get a full mark and therefore could only lock shares proportioned to their mark. As a result, the Company had to repurchase and cancel a total of 802,722 restricted shares that had been granted but not unlocked. The deregistration procedures for the aforementioned restricted shares had been completed at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as at September 9, 2020. As a result, the Company’s total share capital decreased by 802,722 shares.
-
During June 10, 2020 and December 31, 2020, vesting incentive recipients of stock options awarded in the first grant and reserved stock options under the 2018 Stock Option and Restricted Stock Incentive Plan exercised the right of 3,610,416 shares. As a result, the Company’s total share capital increased by 3,610,416 shares.
3. Internal employee shares
□ Applicable √ Not applicable
III. Information of Shareholders and Actual Controllers
1. Total number of shareholders
Unit: share
| Total number of | |||||||
|---|---|---|---|---|---|---|---|
| Total number | Total number of | Total number of | |||||
| preferred shareholders | |||||||
| of ordinary | ordinary | preferred shareholders | |||||
| whose voting rights | |||||||
| shareholders as | shareholders at |
whose voting rights |
|||||
| 108,366 | 63,824 | 0 | were resumed at the |
0 | |||
| at the end | the end of the |
were resumed at the end |
|||||
| end of the month | |||||||
| of the reporting | month preceding | of the reporting period | |||||
| preceding the | |||||||
| period | the disclosure | (if any) (see Note VIII) | |||||
| disclosure date of the | |||||||
97
C&S Paper Co., Ltd. Annual Report 2020
| date of the | date of the | date of the | annual report (if any) | annual report (if any) | annual report (if any) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| annual | (see Note VIII) | |||||||||||||
| report | ||||||||||||||
| Shareholdings of shareholders with more than 5% or the top 10 shareholders | ||||||||||||||
| Increase/d | Pledged or frozen | |||||||||||||
| Shareh | Number of | Number of | ||||||||||||
| Shares held at | ecrease | |||||||||||||
| Nature of | olding | shares subject | shares without | |||||||||||
| Name of shareholder | the end of the | during the | Share | Number | ||||||||||
| shareholder | percent | to selling | selling | |||||||||||
reporting period |
reporting | status | of shares | |||||||||||
| age (%) | restrictions | restrictions | ||||||||||||
| period | ||||||||||||||
| Guangdong Zhongshun Paper Group Co., Ltd. |
Domestic non-state-owne d legal person |
28.64% | 375,655,958 |
375,655,958 | ||||||||||
| Chung Shun Co. | Foreign legal person |
20.32% | 266,504,789 |
266,504,789 | ||||||||||
| Hong Kong Securities Clearing Co., Ltd. |
Foreign legal person |
6.29% | 82,484,484 |
Underwei ght |
82,484,484 | |||||||||
| National Social Security Fund Portfolio 406 |
Others | 1.00% | 13,112,327 |
New | 13,112,327 | |||||||||
| Investec Asset Management Co., Ltd. -- Investec Global Fund Strategy -- China Stock Fund (Exchange) |
Foreign legal person |
0.84% | 11,033,861 |
New | 11,033,861 | |||||||||
| Yue Yong | Domestic natural person |
0.80% | 10,537,741 |
Underwei ght |
10,031,243 | 506,498 |
||||||||
| National Social Security Fund Portfolio 101 |
Others | 0.74% | 9,700,878 |
New |
9,700,878 | |||||||||
| Deng Yinzhong | Domestic natural person |
0.51% | 6,752,811 |
New |
5,064,608 | 1,688,203 |
||||||||
98
C&S Paper Co., Ltd. Annual Report 2020
Cascade Investment Foreign legal New 0.48% 6,326,197 6,326,197 LLC—self-run capital person Zhongshan Xinda Domestic Investment non-state-owne 0.46% 6,083,636 New 6,083,636 Management Co., d legal person Ltd. 1. Among the top ten shareholders mentioned above, Guangdong Zhongshun Paper Group Co., Ltd. and Chung Shun Co. are the enterprises controlled by actual controllers of the Description on the related relationship Company, i.e. Deng Yingzhong, Deng Guanbiao and Deng Guanjie. That is, Guangdong or parties acting-in-concert Zhongshun Paper Group Co., Ltd. and Chung Shun Co. are related parties. arrangements among the above 2. It is unknown to the Company whether there is related party relationship among other shareholders, or whether there is acting-in-concert among other shareholders as stipulated shareholders in the Administrative Measures for the Disclosure of Information on Changes in Shareholders' Shareholding of Listed Companies .
| Shareholdings of top 10 shareholders not subject to selling restrictions | Shareholdings of top 10 shareholders not subject to selling restrictions | Shareholdings of top 10 shareholders not subject to selling restrictions | Shareholdings of top 10 shareholders not subject to selling restrictions |
|---|---|---|---|
| Number of shares held not subject to selling | Type of shares | ||
| Name of shareholder | |||
| restrictions | Type of shares | Number of shares | |
| Guangdong Zhongshun Paper Group Co., Ltd. |
375,655,958 | RMB-denominate d ordinary shares |
|
| 375,655,958 | |||
| Chung Shun Co. | 266,504,789 | RMB-denominate d ordinary shares |
|
| 266,504,789 | |||
| Hong Kong Securities Clearing Co., Ltd. |
82,484,484 | RMB-denominate d ordinary shares |
|
| 82,484,484 | |||
| National Social Security Fund Portfolio 406 |
13,112,327 | RMB-denominate d ordinary shares |
|
| 13,112,327 | |||
| Investec Asset Management Co., Ltd. -- Investec Global Fund Strategy -- China Stock Fund (Exchange) |
11,033,861 | RMB-denominate d ordinary shares |
|
| 11,033,861 | |||
| National Social Security Fund Portfolio 101 |
9,700,878 | RMB-denominate d ordinary shares |
|
| 9,700,878 | |||
| Cascade Investment LLC—self-run capital |
6,326,197 | RMB-denominate d ordinary shares |
|
| 6,326,197 | |||
| Zhongshan Xinda Investment Management Co., Ltd. |
6,083,636 | RMB-denominate d ordinary shares |
|
| 6,083,636 | |||
| Li Hong | 5,075,400 | RMB-denominate d ordinary shares |
|
| 5,075,400 | |||
99
C&S Paper Co., Ltd. Annual Report 2020
| National Social Security Fund Portfolio 105 |
4,995,800 | RMB-denominate d ordinary shares |
|
|---|---|---|---|
| 4,995,800 | |||
1. Among the top ten shareholders mentioned above, Guangdong Zhongshun Paper Group Co., Ltd. and Chung Shun Co. are the enterprises controlled by actual controllers of the Company, i.e. Deng Yingzhong, Deng Guanbiao and Deng Guanjie. That is, Guangdong Zhongshun Paper Group Co., Ltd. and Chung Shun Co. are related parties. 2. It is unknown to the Company whether there is related party relationship among other shareholders, or whether there is acting-in-concert among other shareholders as stipulated in the_Administrative Measures for the Disclosure of Information on Changes in_ Shareholders' Shareholding of Listed Companies. |
|||
| Description on the related relationship | |||
| or parties acting-in-concert among the | |||
| top ten ordinary shareholders without | |||
| selling restrictions and between the top | |||
| ten ordinary shareholders without | |||
| selling restrictions and the top ten | |||
| ordinary shareholders | |||
Whether the top ten ordinary shareholders and the top ten shareholders without selling restrictions conducted the agreed repurchase transaction during the reporting period
□ Yes √ No
The Company's top ten ordinary shareholders and top ten ordinary shareholders without selling restrictions did not
conduct agreed repurchase transactions during the reporting period.
2. Controlling shareholder of the Company
Nature of controlling shareholder: Natural person holding
Type of controlling shareholder: Legal person
| Legal representative or | ||||
|---|---|---|---|---|
| Name of controlling | Organization code of the | |||
| person in charge of the | Date of establishment | Principal businesses | ||
| shareholder | entity | |||
| institution | ||||
| Guangdong Zhongshun Paper | Investment | |||
| Deng Yingzhong | November 21, 1997 | 91442000617775375D | ||
| Group Co., Ltd. | management | |||
| Equity interests in other | ||||
| controlled and invested | ||||
| companies whose shares were | None |
|||
| listed in the PRC or overseas | ||||
| during the reporting period |
Changes of controlling shareholders during the reporting period
□ Applicable √ Not applicable
There was no change of the Company’s controlling shareholder during the reporting period.
100
C&S Paper Co., Ltd. Annual Report 2020
3. Actual controller and person acting in concert
Nature of actual controller: Domestic natural person
Type of actual controller: Natural person
| Relationship with actual | Whether obtain the right of abode in | ||
|---|---|---|---|
| Name | Nationality | ||
| controller | other countries or regions | ||
| Deng Yingzhong | Self | Chinese | No |
| Deng Guanbiao | Self | Chinese | Yes |
| Deng Guanjie | Self | Chinese | No |
| Refer to Section IX “Particulars of Directors, Supervisors, Senior Management and Employees” | |||
| Main occupation and position | |||
| for details. | |||
| Holding of domestic and | |||
| overseas listed companies over | None | ||
| the past ten years |
Changes of actual controllers during the reporting period
□ Applicable √ Not applicable
There was no change of the Company’s actual controllers during the reporting period.
Diagram on equity and control relationship between the Company and actual controllers
==> picture [98 x 44] intentionally omitted <==
==> picture [179 x 179] intentionally omitted <==
----- Start of picture text -----
0.09% 0.51%
----- End of picture text -----
101
C&S Paper Co., Ltd. Annual Report 2020
Actual controller controls the Company by entrust or other asset management methods
□ Applicable √ Not applicable
4. Other legal person shareholders holding 10% or more of shares
√ Applicable □ Not applicable
| Name of legal | Legal representative or person in | Principal activities or | ||
|---|---|---|---|---|
| Date of establishment | Registered capital | |||
| person shareholder | charge of the institution | management activities | ||
| No engagement in any | ||||
| specific business except for | ||||
| Chung Shun Co. | Deng Yingzhong | June 1, 1996 | HKD10,000 | |
| holding the Company’s | ||||
| equities |
5. Restrictions on share reductions of controlling shareholders, actual controllers, restructuring parties and other commitment subjects
□ Applicable √ Not applicable
102
C&S Paper Co., Ltd. Annual Report 2020
Section VII Particulars of Preference Shares
□ Applicable √ Not applicable
The Company had no preference shares during the reporting period.
103
C&S Paper Co., Ltd. Annual Report 2020
Section VIII Particulars of Convertible Corporate Bonds
□ Applicable √ Not applicable
The Company had no convertible corporate bonds during the reporting period.
104
C&S Paper Co., Ltd. Annual Report 2020
Section IX Particulars of Directors, Supervisors, Senior Management and
Employees
I. Changes in Shareholding of Directors, Supervisors and Senior Management
| Number of | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Increase |
Decrease | Number of | |||||||||
| Positio | shares held | Other | |||||||||
| Gende | Start date of | Expiry date of | of shares |
of shares | shares held | ||||||
| Name | Position | n | Age | at the | increase/d |
||||||
| r | term of office | term of office | during the | during the |
at the end of | ||||||
| status | beginning | ecrease |
|||||||||
| year | year | the year | |||||||||
| of the year | |||||||||||
| Deng | Incum | December 12, | January 20, | ||||||||
| Director | Male | 70 | 6,239,411 | 513,400 |
6,752,811 | ||||||
| Yingzhong | bent | 2008 | 2024 | ||||||||
| Incum | January 20, | ||||||||||
| Liu Peng | Chairman | Male | 41 | April 12, 2021 | |||||||
| bent | 2024 | ||||||||||
| Incum | March 22, | January 20, | |||||||||
| Liu Peng | President | Male | 41 | ||||||||
| bent | 2021 | 2024 | |||||||||
| Deng | Vice | Incum | December 21, | January 20, | |||||||
| Male | 43 | 4,957,473 | 4,957,473 | ||||||||
| Guanbiao | Chairman | bent | 2011 | 2024 | |||||||
| Deng | Vice | Incum | January 20, | ||||||||
| Male | 37 | June 22, 2020 | 1,200,974 | 1,200,974 | |||||||
| Guanjie | Chairman | bent | 2024 | ||||||||
| Incum | June 15, 2020 | January 20, | |||||||||
| Dai Zhenji | Director | Male | 55 | 2,220,045 | 550,045 | 1,670,000 | |||||
| bent | 2024 | ||||||||||
| Joint | Incum | January 20, | |||||||||
| Dai Zhenji | Male | 55 | June 22, 2020 | ||||||||
| President | bent | 2024 | |||||||||
| Incum | September 11, | January 20, | |||||||||
| Liu Jinfeng | Director | Male | 45 | 2,813,967 | 703,417 | 300,000 |
2,410,550 |
||||
| bent | 2015 | 2024 | |||||||||
| Vice | Incum | January 31, | January 20, | ||||||||
| Liu Jinfeng | Male | 45 | |||||||||
| President | bent | 2018 | 2024 | ||||||||
| Vice | Incum | January 20, | |||||||||
| Yue Yong | Male | 55 | July 09, 2019 | 13,374,991 | 2,837,250 | 10,537,741 | |||||
| President | bent | 2024 | |||||||||
105
C&S Paper Co., Ltd. Annual Report 2020
| Independe | Incum | March 10, | January 20, | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| He Haidi | Male | 53 | |||||||||
| nt Director | bent |
2017 | 2024 | ||||||||
| He | Independe | Incum | January 21, | January 20, | |||||||
| Male | 47 | ||||||||||
| Guoquan | nt Director | bent |
2021 | 2024 | |||||||
| Independe | Incum | January 21, | January 20, | ||||||||
| Liu Die | Male | 43 | |||||||||
| nt Director | bent |
2021 | 2024 | ||||||||
| Zhou | Vice | Incum | January 20, | ||||||||
| Male | 41 | June 30, 2017 | 663,672 | 165,000 | 498,672 | ||||||
| Qichao | President | bent | 2024 | ||||||||
| Zhou | Board | Incum | August 16, | January 20, | |||||||
| Male | 41 | ||||||||||
| Qichao | Secretary | bent | 2017 | 2024 | |||||||
| Ye | Vice | Incum | January 20, | ||||||||
| Male | 45 | July 09, 2019 | 150,000 | 150,000 |
|||||||
| Longfang | President | bent | 2024 | ||||||||
| Vice | Incum | January 20, | |||||||||
| Li Zhaojin | Male | 58 | April 12, 2021 | ||||||||
| President | bent | 2024 | |||||||||
| Chief | January 20, | ||||||||||
| Incum | December 12, | ||||||||||
| Dong Ye | Financial | Male | 57 | 2024 | 284,725 | 71,000 | 15,000 |
228,725 |
|||
| bent | 2011 | ||||||||||
| Officer | |||||||||||
| Chairman | January 20, | ||||||||||
| of the | 2024 | ||||||||||
| Chen | Incum | September 22, | |||||||||
| Board of | Male | 67 | |||||||||
| Haiyuan | bent | 2015 | |||||||||
| Supervisor | |||||||||||
| s | |||||||||||
| Liang | Incum |
December 12, | January 20, | ||||||||
| Supervisor | Male | 42 | |||||||||
| Yongliang | bent |
2011 | 2024 | ||||||||
Incum |
January 31, | January 20, | |||||||||
| Li Youquan | Supervisor | Male | 42 | 62,280 | 62,280 | ||||||
bent |
2018 | 2024 | |||||||||
| Deng | Resign | December 12, | |||||||||
| Chairman | Male | 70 | April 09, 2021 | ||||||||
| Yingzhong | ed | 2008 | |||||||||
| Deng | Resign | January 06, | March 19, | ||||||||
| President | Male | 43 | |||||||||
| Guanbiao | ed | 2015 | 2021 | ||||||||
| Yue Yong | Director | Resign | Male | 55 | January 21, | March 18, |
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C&S Paper Co., Ltd. Annual Report 2020
| ed | 2021 | 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deng | Vice | Resign | January 06, | ||||||||
| Male | 37 |
June 22, 2020 | |||||||||
| Guanjie | President | ed | 2015 | ||||||||
| Zhou | Resign | November 07, | |||||||||
| Director | Male | 41 |
May 26, 2020 | ||||||||
| Qichao | ed | 2017 | |||||||||
| Resign | Femal | January 31, | January 21, | ||||||||
| Zeng Yi | Director | 45 | |||||||||
| ed | e | 2018 | 2021 | ||||||||
| Huang | Independe | Resign | January 06, | January 21, | |||||||
| Male | 51 |
||||||||||
| Hongyan | nt Director | ed |
2015 | 2021 | |||||||
| Ge | Independe | Resign | Femal | January 06, | January 21, | ||||||
| 54 | |||||||||||
| Guangrui | nt Director | ed |
e | 2015 | 2021 | ||||||
| Total | -- | -- | -- | -- | -- | -- | 31,817,538 | 513,400 |
4,326,712 |
465,000 |
28,469,226 |
II. Changes in Directors, Supervisors and Senior Management of the Company
√ Applicable □ Not applicable
| Name | Position | Type | Date | Reason |
|---|---|---|---|---|
| Deng Yingzhong | Chairman | Resigned | April 09, 2021 | Voluntary resign |
| Deng Guanbiao | President | Resigned | March 19, 2021 | Voluntary resign |
| Yue Yong | Director | Resigned | March 18, 2021 | Voluntary resign |
| Deng Guanjie | Vice President | Resigned | June 22, 2020 | Voluntary resign |
| Zhou Qichao | Director | Resigned | May 26, 2020 | Voluntary resign |
| Resigned upon | January 21, 2021 | |||
| Zeng Yi | Director | expiry of term of | Expiry of term of office | |
| office | ||||
| Resigned upon | January 21, 2021 | |||
| Independent Director |
||||
| Huang Hongyan | expiry of term of | Expiry of term of office | ||
| office | ||||
| Resigned upon | January 21, 2021 | |||
| Independent Director |
||||
| Ge Guangrui | expiry of term of | Expiry of term of office | ||
| office | ||||
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III. Main Working Experience
Professional background, main working experience and main current responsibilities of the Company’s in-service directors, supervisors and senior management
Mr. Deng Yingzhong, male and born in 1951, is the founder of the Company. Mr. Deng started to engage in the paper industry in 1979 and thereby has more than 40 years of industry experience. He served as the Chairman of Zhongshan Zhongshun Paper Manufacturing Co., Ltd. from 1992 to 1999, the Chairman and Legal Representative of that company from 1999 to 2005, and a director of that company from 2005 and 2008. He was the Chairman of the Company from 2008 to April 2021 and is currently a director and chairman of the Strategic Committee of the Company. He has been rewarded titles like “National Township Entrepreneur”, “China Excellent Private Entrepreneurs of Technology Firms”, “Excellent Private Entrepreneur of Guangdong Province”, “Excellent Manager of Quality Work of Guangdong Province”, “Excellent Entrepreneur of Zhongshan City”, etc.
Liu Peng, male, has a bachelor’s degree and is a CPC member and of Chinese nationality. He successively served as the president of Industrial Bank Jiangmen Branch and Zhongshan Branch. Currently, he acts as the Chairman and President of the Company.
Mr. Deng Guanbiao, male and born in 1978, is of Chinese nationality and has the permanent residency in Republic of Gambia and the permanent resident status in Macao Special Administrative Region. He holds a bachelor’s degree. Starting to work in Zhongshan Zhongshun Paper Manufacturing Co., Ltd. in 1999, he was once a director and deputy general manager of that company and a director and General Manager of the Company. He served as the General Manager of the Company from 2015 to March 2021 and has been the Vice Chairman of the Company since 2011. Currently, he is also a member of the Household Paper and Paperboard Subcommittee of the National Paper Industry Standardization Technical Committee.
Mr. Deng Guanjie, male and born in 1984, studied at Oxford Brookes University in England from 2004 to 2007 and obtained a bachelor’s degree. He acted as the Assistant to the Chairman of Zhongshan Zhongshun Paper Manufacturing Co., Ltd. from 2005 to 2007 and the Assistant to the Chairman of the Company from 2008 to February 2011. Afterwards, he was the Assistant to the Chairman and the Director of the HR Department from March 2011 to January 2012 and the Assistant to the Chairman of the Company from February 2012 to March 2013. He has been a director of the Company ever since December 2011 and served as the Deputy General Manager of the Company from April 2013 to June 2006 and as the Vice Chairman of the Company from June 2020.
Dai Zhenji, male and born in 1966, is from Taiwan China with an MBA degree. He served as the Marketing General Manager, General Manager of the Eastern District BU, Special Assistant to CEO and General Manager of the Commercial Consumer BU in Gold Hongye Paper Co., Ltd. from January 2013 to March 2015. He joined the Company as the Marketing President in October 2015 and became the Operating President in October 2018.
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C&S Paper Co., Ltd. Annual Report 2020
Afterwards, he started to act as the Deputy General Manager of the Company from July 2019 and a director and Joint General Manager of the Company since June 2020.
Liu Jinfeng, male and born in 1976, is of Chinese nationality and has no permanent residency abroad. He holds a bachelor’s degree and an EMBA degree. Mr. Liu served as the manager of Hunan Province, Central China Region, Household Paper BU of APP from August 2005 to May 2008 and as the BU’s General Manager of the Central China Region and Northwest Region from June 2008 and September 2009. Afterwards, he was promoted to the Operations General Manager of the Central China and Northwest Regions from February 2009 to April 2013, and then the Central Region VP of the BU from May 2013 to December 2014, during which he part-timed as the National Strategic Brand Marketing General Manager and the General Manger of Shanghai Yuanzesheng Trade Co., Ltd. from September 2014 to March 2015. He joined the Company in April 2015 as the Marketing VP and started to act as a director of the Company since September 2015 and the Deputy General Manager of the Company since January 2018.
He Haidi, male and born in September 1968, is of Chinese nationality and has no permanent residency abroad. He graduated from the Library Science of Wuhan University and was awarded a bachelor’s degree in arts, and then received a master’s degree in management from Wuhan University in 2006. Mr. He is a CPC member. Currently, with technical title of associate researcher, he works in the University of Electronic Science and Technology of China, Zhongshan Institute, engaging in the teaching and research of information consulting, services, analysis, retrieval, etc. He has presided over and been involved in a dozen of scientific research projects at the provincial level of Guangdong Province and the municipal level of Zhongshan City, and has published more than twenty academic papers in major core journals of the professional field. He has been hired as an expert for the Review Committee of Medium-Grade Professional Title for Book Information of Zhongshan City and a review expert for government procurements of Zhongshan City. He also part-times in Zhongshan Information Research Institute and provides information consulting, information analysis, technology novelty search, development and support for IPR and technological innovation projects, and other services to enterprises. He has been an independent director of the Company since March 2017.
He Guoquan, male and born in 1976, is of Chinese nationality and has no permanent residency abroad. He has a bachelor’s degree and is a senior certified public accountant in China and Australia, an international certified internal auditor, and national accounting leading talent as ascertained by the Ministry of Finance. He once served as a non-independent director of Singapore-listed Debao Property Group and resigned in 2018. From 1997, he works as a partner in GP Certified Public Accountants (Limited Liability Partnership). He acts as an independent director of the Company since January 2021.
Liu Die, male and born in 1978, is of Chinese nationality and has no permanent residency abroad. He graduated from South-Central University for Nationalities in 2005 with a master’s degree in law theory. He passed the national judicial examination and obtained the lawyer’s qualification certificate in 2004. From 2007 to 2018, he
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C&S Paper Co., Ltd. Annual Report 2020
successively served as a lawyer in Guangdong Yashang Law Firm, Guangdong Hengyun Law Firm, and Guangdong Xiangshan Law Firm. Currently, he is the lead lawyer in Guangdong Liu Zhi Jun Law Firm. Mr. Liu has been an independent director of the Company since January 2021.
Zhou Qichao, male and born in 1980, is of Chinese nationality and has a master’s degree. He has successively served as the public affairs director, media director, vice president and secretary of the board of directors in Hub Gate International Group, Hubei Daily Media Group, and Surfilter Network Technology Co., Ltd. He joined the Company in July 2017 and has successively worked as a director, Deputy General Manager, and secretary of the Board of Directors. He started to serve as an independent director of Shenzhen KSTAR Technology Co., Ltd. from November 2019 and a director of Shenzhen Senior Technology Material Co., Ltd. from November 2020.
Yue Yong, male and born in 1966, is of Chinese nationality. He joined Zhongshan Zhongshun Paper Manufacturing Co., Ltd. in 1993 and successively served as the production manager of Zhongshan Zhongshun and the General Manager of C&S (Sichuan) Paper Co., Ltd. He was a director and deputy general manager of Zhongshan Zhongshun between 2005 and 2008. Afterwards, he became a director and Deputy General Manager of the Company from 2009 to 2015, and has been the Procurement President since 2015 and the Deputy General Manager since July 2019. Currently he part-times the deputy director of the China National Household Paper Industry Association.
Ye Longfang, male and born in 1976, is of Chinese nationality. From July 1997 to November 2015, he successively acted as the production deputy manager, production manager and factory manager of Vinda (Hubei) and Vinda (Sichuan). Currently he is the Production President of the Company and has been the Deputy General Manager since July 2019.
Li Zhaojin, male and born in April 1962, is from Taiwan China and has an MBA degree. He joined the Gold Hongye Paper Group in 2005 and successively served as the production manager, papermaking (pre-production) general manager, manufacturing general manager, etc. Mr. Li started to work for the Company since November 2019.
Dong Ye, male and born in 1964, is of Chinese nationality and has no permanent residency abroad. He has a college degree and is an assistant accountant. He joined Zhongshan Zhongshun Paper Manufacturing Co., Ltd. in 2006 and successively served as its finance supervisor, finance manager, and finance deputy director. He is the person responsible for the accounting department of the Company, and acted as a director of the Company between 2011 and 2014 and became the Chief Financial Officer of the Company since 2011.
Chen Haiyuan, male, was born in 1954. He served as the party branch secretary and director of the village committee of Shenglong Village, Tanbei Town, Zhongshan City between 1991 and 1999 and the village’s party branch secretary between 1999 and 2005. He was the Deputy Director and Assistant to Director of the Dongshen Township Water Authority from 2005 to 2014, and retired in July 2014. Afterwards, he worked as the Company’s supervision specialist since March 2015, a supervisor since April 2015 and the Chairman of the Board of
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Supervisors since September 2015.
Liang Yongliang, male and born in 1979, is of Chinese nationality and has no permanent residency abroad. Mr. Liang has a college degree. He joined Zhongshan Zhongshun Paper Manufacturing Co., Ltd. in 2002 and successively served as the Assistant to Finance President of Zhongshan Zhongshun and the General Manager of the Investment Management Department and head of the Audit Department of C&S Paper. Currently, he works as the Deputy General Manager of the Company’s Finance Department and started to serve as a supervisor of the Company since 2011.
Li Youqua, male and born in 1979, has a college degree. He worked in Sichuan Tongda Electric Co., Ltd. and engaged in sales and accounting between 2001 and 2003, and handled accounting affairs in Zhongshan Huheng Craft Products Co., Ltd. between 2004 and 2006. From October 2006 to 2008, he served as the finance supervisor in Zhongshan Zhongshun Paper Manufacturing Co., Ltd. and then became the finance manager of the Company and the finance director of the South China region from 2009 to December 2011. He became person in charge of the Company’s auditing work in December 2011 and has held that position ever since.
Positions in shareholder entities
√ Applicable □ Not applicable
| Expiry | Whether receiving | ||||
|---|---|---|---|---|---|
| Position held in | Starting date of term | date of | remuneration and | ||
| Name | Name of shareholder entity | ||||
| shareholder entities | of office | term of | allowance from | ||
| office | shareholder entities | ||||
| Deng | Guangdong Zhongshun Paper | Legal reprehensive and | |||
| May 28, 1999 | No | ||||
| Yingzhong | Group Co., Ltd. | executive director | |||
| Deng | No | ||||
| Chung Shun Co. | Legal representative | June 01, 1996 | |||
| Yingzhong | |||||
| Guangdong Zhongshun Paper | No | ||||
| Deng Guanbiao | Supervisor | May 28, 1999 | |||
| Group Co., Ltd. | |||||
| Description on | |||||
| position held in | |||||
| Mr. Deng Yingzhong is a director and Mr. Deng Guanbiao is the Vice Chairman of the Company. | |||||
| shareholder | |||||
| entity |
Positions in other entities
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√ Applicable □ Not applicable
| Whether | |||||
|---|---|---|---|---|---|
| Position held | Starting date of | Expiry date of | receiving | ||
| Name | Name of other entity | ||||
| in other entity | term of office |
term of office | remuneration | ||
| from other entity | |||||
| Household Paper and Paperboard Subcommittee | No | ||||
| Deng | |||||
| of the National Paper Industry Standardization | Member | ||||
| Guanbiao | |||||
| Technical Committee | |||||
| China National Household Paper Industry | Deputy | No | |||
| Yue Yong | |||||
| Association | director | ||||
| University of Electronic Science and Technology | |||||
| He Haidi | Researcher | Yes | |||
| of China, Zhongshan Institute | |||||
| He | GP Certified Public Accountants (Limited | Yes | |||
| Partner | |||||
| Guoquan | Liability Partnership) | ||||
| Liu Die | Guangdong Liu Zhi Jun Law Firm | Lead lawyer | Yes | ||
| Zhou | Independent | Yes | |||
| Shenzhen KSTAR Technology Co., Ltd. | |||||
| Qichao | director | ||||
| Zhou | Yes | ||||
| Shenzhen Senior Technology Material Co., Ltd. | Director | ||||
| Qichao | |||||
| Descriptio | |||||
| n on | Mr. Deng Guanbiao is the Vice Chairman, Mr. Yue Yong is the Vice President, Mr. He Haidi, Mr. He Guoquan and Mr. | ||||
| position | Liu Die are independent directors, and Mr. Zhou Qichao is the secretary of the Board of Directors and Vice President of | ||||
| held in | the Company. | ||||
| other | |||||
| entity |
Penalties by securities regulatory authorities in the last three years
□ Applicable √ Not applicable
IV. Remuneration of Directors, Supervisors and Senior Management
Procedures and basis for determining the remuneration of directors, supervisors and senior management and
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actual payment
- Procedure for determining the remuneration of directors, supervisors and senior management:
The Remuneration and Review Committee under the Company’s Board of Directors proposes remuneration plans for directors, supervisors and senior management, which should be approved by the Board of Directors. Wherein, the plan for directors and supervisors should be submitted to the shareholder general meetings for approval.
- Basis for determining the remuneration of directors, supervisors and senior management:
Remunerations of directors, supervisors and senior management are determined based on the Company’s Remuneration Management System for Directors, Supervisors and Senior Management (April 2019) and their performance appraisal results conducted by the Remuneration and Review Committee, with reference to the remuneration level in the sector.
- Actual payment of remuneration to directors, supervisors and senior management
Remuneration of the Company’s incumbent directors, supervisors and senior management comprises two parts of fixed salary and annual performance salary. Wherein, the fixed salary has been distributed monthly based on performance appraisal results; annual performance salary will be distributed after the Remuneration and Review Committee establishes an appraisal team which evaluates the annual performance of the aforementioned personnel upon the end of the business year.
Remuneration of directors, supervisors and senior management of the Company during the reporting period
Unit: RMB10,000
| Whether | ||||||
|---|---|---|---|---|---|---|
| Total | ||||||
| receiving | ||||||
| remuneration | ||||||
| remuneration | ||||||
| Name | Position | Gender | Age | Position status | before tax | |
| from related | ||||||
| received from the | ||||||
| parties of the | ||||||
| Company | ||||||
| Company | ||||||
| Deng Yingzhong | Director | Male | 70 | Incumbent | 480.78 | No |
| Deng Guanbiao | Vice Chairman | Male | 43 | Incumbent | 297.16 | No |
| Deng Guanjie | Vice Chairman | Male | 37 | Incumbent | 257.07 | No |
| Director, Joint | No |
|||||
| Dai Zhenji | Male | 55 | Incumbent | 1,001.26 | ||
| President | ||||||
| Director, Vice | No |
|||||
| Liu Jinfeng | Male | 45 | Incumbent | 402.48 | ||
| President | ||||||
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C&S Paper Co., Ltd. Annual Report 2020
| He Haidi | Independent Director | Male | 53 | Incumbent | 10 | No |
|---|---|---|---|---|---|---|
| Vice President, | No | |||||
| Zhou Qichao | Secretary of the Board | Male | 41 | Incumbent | 260.02 | |
| of Directors | ||||||
| Yue Yong | Vice President | Male | 55 | Incumbent | 301.53 | No |
| Ye Longfang | Vice President | Male | 45 | Incumbent | 191.83 | No |
| Chief Financial | No |
|||||
| Dong Ye | Male | 57 | Incumbent | 101.53 | ||
| Officer | ||||||
| Chairman of the Board | No |
|||||
| Chen Haiyuan | Male |
67 | Incumbent | 5.39 | ||
| of Supervisors | ||||||
| Liang Yongliang | Supervisor | Male | 42 | Incumbent | 35.74 | No |
| Li Youquan | Supervisor | Male | 42 | Incumbent | 34.61 | No |
| Zeng Yi | Director | Female | 45 | Resigned | 18 | No |
| Huang Hongyan | Independent Director | Male | 51 | Resigned | 10 | No |
| Ge Guangrui | Independent Director | Female | 54 | Resigned | 10 | No |
| Total | -- | -- | -- | -- | 3,417.4 | -- |
Note: Chairman and President of the Company Mr. Liu Peng, Vice President Mr. Li Zhaojin and independent directors Mr. He Guoquan and Mr. Liu Die are all elected/appointed in 2021. Therefore, their remuneration is not included in the reporting period (i.e. the year 2020).
Equity incentives granted to directors and senior management during the reporting period
√ Applicable □ Not applicable
Unit: share
| Number of | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number of | Number of | |||||||||
Exercise |
shares | |||||||||
| Number of | Number of |
shares |
Grant | shares | ||||||
price of |
Market | subject to | Number of | |||||||
| shares | shares | subject to |
price of | subject to | ||||||
| exercised | price at the | selling |
shares | |||||||
| exercisable | exercised |
selling | shares | selling | ||||||
| Name | Position | shares | end of the | restrictions | unlocked |
|||||
| during the | during the | restrictions | subject to |
restrictions | ||||||
| during the | reporting | at the | during the | |||||||
| reporting | reporting | newly | selling | at the end | ||||||
| reporting | period | beginning | period | |||||||
| period | period | granted in | restrictions | of the |
||||||
| period | of the | |||||||||
| the period | period | |||||||||
| period | ||||||||||
| Director. | ||||||||||
| Dai Zhenji | 300,000 | 2,000,000 | 600,000 |
0 |
1,400,000 | |||||
| Joint | ||||||||||
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C&S Paper Co., Ltd. Annual Report 2020
| President | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Director. | ||||||||||
| Liu | ||||||||||
| Vice | 300,000 | 300,000 |
13.965 |
1,080,000 | 324,000 |
0 |
756,000 | |||
| Jinfeng | ||||||||||
| President | ||||||||||
| Vice | ||||||||||
| Yue Yong | 1,100,000 | 330,000 |
0 |
770,000 | ||||||
| President | ||||||||||
| Ye | Vice | |||||||||
| 150,000 | 150,000 |
8.572 |
0 | |||||||
| Longfang | President | |||||||||
| Chief | ||||||||||
| Dong Ye | Financial | 15,000 | 15,000 |
8.572 |
150,000 | 45,000 |
0 |
105,000 | ||
| Officer | ||||||||||
| Total | -- | 765,000 | 465,000 |
-- |
-- | 4,330,000 | 1,299,000 |
0 |
-- |
3,031,000 |
| 1. During the first unlocking period for restricted stocks awarded in the first grant and reserved restricted | ||||||||||
| stocks under the_2018 Stock Option and Restricted Stock Incentive Plan_, the unlocking ratio was 30% and | ||||||||||
| the date of releasing from sales restrictions was June 8, 2020 and November 10, 2020, respectively. The | ||||||||||
| restricted shares held by the above staff at the beginning of the period have been unlocked as per 30%. | ||||||||||
| Notes (if any) | 2. During the first exercise period for stock options awarded in the first grant and reserved stock options | |||||||||
| under the_2018 Stock Option and Restricted Stock Incentive Plan_, the exercise ratio was 30% and the start | ||||||||||
| date for exercise was June 10, 2020 and November 17, 2020, respectively. Mr. Liu Jinfeng, Mr. Ye | ||||||||||
| Longfang and Mr. Dong Ye have exercised the rights during the reporting period and Mr. Dai Zhenji has | ||||||||||
| not exercised the rights during the reporting period. |
V. Employees of the Company
1. Number, profession composition and education level of employees
| Number of in-service employees of the Parent Company | 906 |
|---|---|
| Number of in-service employees of major subsidiaries | 5,712 |
| Total number of in-service employees | 6,618 |
| Total number of employees receiving remuneration | 6,765 |
| Number of retired employees whose expenses are borne by the | |
| 5 | |
| Parent Company and its major subsidiaries | |
| Composition | of professions |
| Type of profession | Number of staff in the profession |
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C&S Paper Co., Ltd. Annual Report 2020
| Production staff | 2,502 |
|---|---|
| Sales staff | 2,852 |
| Technical staff | 511 |
| Finance staff | 118 |
| Administrative staff | 635 |
| Total | 6,618 |
| Education level | |
| Type of education level | Number of persons |
| University graduates or above | 572 |
| College graduates | 1,471 |
| High school graduates or below | 4,575 |
| Total | 6,618 |
2. Remuneration policy
The Company has established the following reward and incentive policies:
-
Bonus Package Program for Marketing Teams 2020
-
Reward Program for Team Breakthroughs of the Marketing Department 2020—Business Team
-
Indicator Competition Program of the Marketing Department 2020—Business Team
-
Reward Program for Production Teams 2020
-
Indicator Competition Program of the Production Department 2020
-
Reward Program for Accounting Teams 2020
-
Reward Program for Finance Teams 2020
-
Reward Program for Supply Chain Teams 2020
-
Management System of C&S Paper for Marketing Staff Promotion 2020
-
Procurement Reward Program 2020
3. Training program
Training programs carried out by the Company in 2020 are as follows:
- 1) Class 2 of the Start-up Program (a program to cultivate production managers; mainly courses include manager role recognition and growth, Everything DiSC to improve workplace interpersonal relations, structured thinking
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C&S Paper Co., Ltd. Annual Report 2020
and expression, QC seven tools, plan organization and execution, objective management, leadership, etc.);
2) Class 1 of the Direction Program (a program to cultivate manufacturing managers/production deputy mangers; the learning chain in 2020 was: management practices leadership second study guideline management quarterly review of objective/guideline-based management analysis and risk management/control of project investment decisions);
-
3) Class 1 of the Lighthouse Program (a program to cultivate internal lecturers; studies include 13 micro-classes of three modules, i.e. class management, curriculum design and teaching methods);
-
4) Subsidiaries across the country have carried out annual training programs involving knowledge, skills, attitudes, safety, quality and orientation training courses.
4. Labor outsourcing
□ Applicable √ Not applicable
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C&S Paper Co., Ltd. Annual Report 2020
Section X Corporate Governance
I. Basic Situation of Corporate Governance
1. Basic situation of corporate governance
During the reporting period, the Company has been operating in strict compliance with requirements of the Company Law , the Securities Law , the Standards on Corporate Governance of Listed Companies , the Rules Governing the Listing of Shares on Shenzhen Stock Exchange , and relevant laws and regulations promulgated by China Securities Regulatory Commission (CSRC) and Shenzhen Stock Exchange. To standardize actions, the Company has developed the Articles of Association , constantly improved its corporate governance structure, and optimized its internal management systems. Its corporate governance structure meets requirements set out in relevant normative documents of CSRC on the governance of listed companies.
(1) In respect of shareholders and general meetings
During the reporting period, the convening, holding, and voting procedures of shareholder meetings were standardized and in strict compliance with provisions and requirements of the Rules of Procedure of the General Meetings and the Articles of Association . All shareholders were treated equally and were able to fully exercise their rights. The general meetings during the reporting period were convened by the Board of Directors and lawyers were invited to the site for witnessing.
(2) In respect of the controlling shareholder and the Company
The Company’s controlling shareholder strictly regulated its behaviors in accordance with the Standards on Corporate Governance of Listed Companies , the Rules Governing the Listing of Shares on Shenzhen Stock Exchange , and the Articles of Association . The controlling shareholder exercised its shareholder rights through the general meeting of shareholders, and there were no actions of the controlling shareholder of bypassing the general meeting and directly or indirectly interfering with the Company’s operations and decision making.
(3) In respect of the directors and the Board of Directors
The Board of Directors of the Company currently comprises 9 directors, among which 3 are independent directors. The number and composition of the Board of Directors meet requirements of laws and regulations. The Company conducts the selection of directors in strict accordance with provisions of the Company Law and the Articles of Association , to ensure open, fair, just and independent engagement of directors. All directors are able to carry out work as per requirements set out in the Rules of Procedure of the Board of Directors , the Guidelines on Conduct of Corporate Directors of SME Board Listed Companies , etc. They attend Board meetings and shareholder meetings, actively participate in relevant knowledge training to familiarize with and acquire relevant laws and regulations, and earnestly perform their duties as directors of being honest and trustworthy, diligent and
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C&S Paper Co., Ltd. Annual Report 2020
conscientious.
(4) In respect of supervisors and the Board of Supervisors
The Board of Supervisors of the Company currently comprises 3 directors, among which one is employee supervisor. The Company conducts the selection of supervisors in strict accordance with provisions of the Company Law and the Articles of Association , and the number and composition of the Board of Supervisors meet requirements of laws and regulations. All supervisors earnestly perform their duties as per requirements of the Rules of Procedure of the Board of Supervisors and other relevant regulations, to supervise the decision-making procedures and resolutions of the Board of Directors and the Company’s legal operations and to effectively oversee the legality and compliance of directors, managers and other senior executives of the Company in their duty performance.
(5) In respect of performance appraisal and incentive restriction mechanism
The Company’s appointment of senior management is open and transparent and in compliance with relevant laws and regulations. The Company has established a sound performance appraisal mechanism under which the remuneration of the senior management is linked to the Company’s business performance indicators.
(6) In respect of investor relations (IR) management
The Sectary of the Board of Directors of the Company is responsible for IR management while the Office of the Board of Directors carries out daily affairs of IR management. In order to further strengthen and improve IR management, the Company has formulated the Investor Relations Management System , Investor Compliant Management System , and Measures for the Management of Reception of Institutional Investors . IR activities must be conducted in strict accordance with relevant provisions and it is strictly forbidden to disclose any undisclosed information of the Company. Personnel from the Office of the Board of Directors are dedicated to answering calls of investors, replying their emails, and responding to questions raised by investors on relevant interaction platforms, to maintain smooth and sound communication with investors. Response of investors has been positive. The Office of the Board of Directors is responsible for the reception of investors and archival of relevant documents. Dedicated personnel are arranged to well receive investor visits. The Company properly arranges individual investors, analysts and fund managers who come to the Company for onsite research to visit the sites of the Company, discuss with them and sign the Letter of Commitment with them for information confidentiality. Records are well documented for each visit and the IR activity form is submitted to Shenzhen Stock Exchange within two working days. On the basis of not violating relevant provisions of CSRC, Shenzhen Stock Exchange and the Company’s Information Disclosure Management System , situations of the Company are presented in an objective, true, accurate and complete manner. The Company attaches great importance to IR management in its daily work by actively communicating with investors, understanding relevant situations, and listing to relevant suggestions. Attention is also paid to the cultivation of healthy long-term investors.
The Company will continue the good work in information disclosure and IR management, and ensure true,
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C&S Paper Co., Ltd. Annual Report 2020
accurate, timely and complete information disclosure and smooth, convenient, fair and effective communication channels with investors.
(7) In respect of information disclosure and transparency
The Company has set up the Office of Board of Directors which is equipped with professionals, and discloses information of the Company in a true, accurate, timely and complete manner in strict compliance with relevant laws and regulations as well as systems of the Company including the I nformation Disclosure Management System , Management System for External Information Users , Accountability System for Significant Errors in Information Disclosure of Annual Reports , and Internal Reporting System for Significant Events . This ensures that all shareholders of the Company could obtain information with equal opportunities.
(8) In respect of stakeholders
The Company fully respects and safeguards the legitimate rights and interests of relevant stakeholders and actively cooperates with them. In order to coordinate and balance the interests of shareholders, employees, society and other parties, the Company strengthens communication and exchange with all parties, to jointly promote its sustainable and healthy development.
- Corporate governance regulations established or revised by the Company during the reporting period During the reporting period, the Company revised the External Donation Management System and the Articles of Association based on its operating conditions and relevant provisions and timely improved its internal control management system.
Whether there are significant differences between the Company’s actual status of corporate governance and normative documents on the governance of listed companies issued by CSRC
□ Yes √ No
There were no significant differences between the Company’s actual conditions and normative documents on listed company governance issued by CSRC.
II. The Company’s Independence from Its Controlling Shareholders in terms of Business, Personnel, Assets, Organization and Finance
There were no situations where the Company couldn’t guarantee its independence or maintain its self-operating capabilities from its controlling shareholders in terms of business, personnel, assets, organization and finance.
III. Horizontal Competition
□ Applicable √ Not applicable
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IV. Annual General Meeting and Extraordinary General Meetings Held during the Reporting Period
1. Shareholder meetings during the reporting period
| Ratio of investor | |||||
|---|---|---|---|---|---|
| Session of meeting | Type | Date of convening | Date of disclosure | Index of disclosure | |
| participation | |||||
| Announcement on | |||||
| Resolutions of 2020 First | |||||
| Extraordinary General | |||||
| Meeting of Shareholders | |||||
| Extraordinary | (Announcement No.: | ||||
| 2020 First | |||||
| general | 2020-15). See_Securities_ | ||||
| Extraordinary | 59.84% | March 13, 2020 |
March 14, 2020 | ||
| meeting of | Times,Securities Daily, | ||||
| General Meeting | |||||
| shareholders | China Securities Journal, | ||||
| Shanghai Securities News, | |||||
| and CNINFO | |||||
| (www.cninfo.com.cn) for | |||||
| details. | |||||
| Announcement on | |||||
| Resolutions of 2019 Annual | |||||
| General Meeting of | |||||
| Shareholders(Announcement | |||||
| 2019 Annual General | No.: 2020-34). See_Securities_ | ||||
Annual general |
|||||
| Meeting of | 55.09% | May 21, 2020 |
May 22, 2020 | Times,Securities Daily, | |
| meeting | |||||
| Shareholders | China Securities Journal, | ||||
| Shanghai Securities News, | |||||
| and CNINFO | |||||
| (www.cninfo.com.cn) for | |||||
| details. | |||||
| 2020 Second | Extraordinary | Announcement on | |||
| Extraordinary | general | Resolutions of 2020 Second | |||
| 53.75% | June 15, 2020 |
June 16, 2020 | |||
| General Meeting | meeting of | Extraordinary General | |||
| shareholders | Meeting of Shareholders |
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| (Announcement No.: | |||||
|---|---|---|---|---|---|
| 2020-53). See_Securities_ | |||||
| Times,Securities Daily, | |||||
| China Securities Journal, | |||||
| Shanghai Securities News, | |||||
| and CNINFO | |||||
| (www.cninfo.com.cn) for | |||||
| details. | |||||
| 2020 Third | Extraordinary | Announcement on | |||
| Extraordinary | general | Resolutions of 2020 Third | |||
| General Meeting | meeting of | Extraordinary General | |||
| shareholders | Meeting of Shareholders | ||||
| (Announcement No.: | |||||
| 2020-65). See_Securities_ | |||||
| 54.42% | August 25, 2020 |
August 26, 2020 | |||
| Times,Securities Daily, | |||||
| China Securities Journal, | |||||
| Shanghai Securities News, | |||||
| and CNINFO | |||||
| (www.cninfo.com.cn) for | |||||
| details. | |||||
| 2020 Fourth | Extraordinary | Announcement on | |||
| Extraordinary | general | Resolutions of 2020 Fourth | |||
| General Meeting | meeting of | Extraordinary General | |||
| shareholders | Meeting of Shareholders | ||||
| (Announcement No.: | |||||
| 2020-72). See_Securities_ | |||||
| 51.91% | September 15, 2020 |
September 16, 2020 | |||
| Times,Securities Daily, | |||||
| China Securities Journal, | |||||
| Shanghai Securities News, | |||||
| and CNINFO | |||||
| (www.cninfo.com.cn) for | |||||
| details. | |||||
| 2020 Fifth | Extraordinary | 53.57% | November 16, 2020 |
November 17, 2020 | Announcement on |
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| Extraordinary | general | Resolutions of 2020 Fifth | |||
|---|---|---|---|---|---|
| General Meeting | meeting of | Extraordinary General | |||
| shareholders | Meeting of Shareholders | ||||
| (Announcement No.: | |||||
| 2020-87). See_Securities_ | |||||
| Times,Securities Daily, | |||||
| China Securities Journal, | |||||
| Shanghai Securities News, | |||||
| and CNINFO | |||||
| (www.cninfo.com.cn) for | |||||
| details. | |||||
| 2020 Sixth | Extraordinary | Announcement on | |||
| Extraordinary | general | Resolutions of 2020 Sixth | |||
| General Meeting | meeting of | Extraordinary General | |||
| shareholders | Meeting of Shareholders | ||||
| (Announcement No.: | |||||
| 2020-103). See_Securities_ | |||||
| 54.80% | December 31, 2020 |
January 04, 2021 | |||
| Times,Securities Daily, | |||||
| China Securities Journal, | |||||
| Shanghai Securities News, | |||||
| and CNINFO | |||||
| (www.cninfo.com.cn) for | |||||
| details. |
2. Extraordinary general meetings of shareholders proposed to be convened by preferred shareholders whose voting rights were resumed
□ Applicable √ Not applicable
V. Performance of Duties by Independent Directors during the Reporting Period
1. Attendance of independent directors to Board meetings and general meetings of shareholders
Attendance of independent directors to general meetings of shareholders
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| Attendance of | |||||||
|---|---|---|---|---|---|---|---|
| Required | Any failure in | ||||||
| Attendance of | Board | Attendance of | Attendance of | ||||
| Name of | attendance of | attending in | |||||
| Board | meetings by | Board | Number of | general | |||
| independent | Board | person for two | |||||
| meetings in | way of | meetings by | absence | meetings | |||
| director | meetings for | consecutive | |||||
| person | communicatio | proxy | (times) | ||||
| the year | meetings | ||||||
| n | |||||||
| Huang Hongyan | 10 | 3 |
7 |
No | 6 | ||
| Ge Guangrui | 10 | 2 |
8 |
No | 7 | ||
| He Haidi | 10 | 4 |
6 |
No | 6 |
Description of failure in attending in person for two consecutive meetings
There were no situations where the Company’s independent directors did not attend Board meetings in person for two consecutive times during the reporting period.
2. Objections by independent directors to the Company’s relevant matters
Whether independent directors raised objections to relevant matters of the Company
□ Yes √ No
Independent directors did not raise objections to relevant matters of the Company during the reporting period.
3. Other descriptions on independent directors’ performance of duty
Whether opinions from independent directors were adopted
√ Yes □ No
Description on whether opinions from independent directors were adopted
Independent directors of the Company gave full play to the role of independent director in their work in 2020 and performed their duties of independent directors faithfully and diligently in compliance with provisions and requirements of relevant laws and regulations such as the Company Law , Guiding Opinions on the Establishment of Independent Director System in Listed Companies , Guidelines of Shenzhen Stock Exchange on Conduct of Corporate Directors of SME Board Listed Companies as well as the Company’s Articles of Association and Independent Director System . The independent directors actively attended relevant meetings, regularly checked reports of the Company, carefully deliberated proposals of the Board of Directors and expressed independent options, in an effort to safeguard the overall interests of the Company and legitimate rights and interests of
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minority shareholders.
VI. Performance of Duties by Special Committees under the Board of Directors
1. Performance of the Audit Committee under the Board of Directors
The Audit Committee convened 4 meetings during the reporting period.
On February 21, 2020, the Audit Committee convened a meeting and reviewed and approved the Internal Audit Work Report 2019, the Audit Report on External Guarantees in 2019, the Audit Report on the Purchase and Sales of Assets in 2019, the Audit Report on Related Party Transactions in 2019, and the Audit Report on the Appropriation of Funds by Controlling Shareholder and Its Related Parties in 2019. The Committee also communicated with Mazars Certified Public Accountants with regard to the audit of the Annual Report 2019.
On April 30, 2020, the Audit Committee convened a meeting and reviewed and approved the Internal Audit Work Report for Q1 2020, the Audit Report on External Guarantees in Q1 2020, the Audit Report on External Investments in Q1 2020, the Audit Report on the Purchase and Sales of Assets in Q1 2020, the Audit Report on Related Party Transactions in Q1 2020, and the Audit Report on the Appropriation of Funds by Controlling Shareholder and Its Related Parties in Q1 2020.
On August 6, 2020, the Audit Committee held a meeting and reviewed and agreed to recommend to the Board of Directors for continued engagement of Mazars Certified Public Accountants (LLP) as the audit service provision agency of the Company in 2020. The Committee also deliberated and approved the Internal Audit Work Report for H1 2020, the Audit Report on External Guarantees in H1 2020, the Audit Report on External Investments in H1 2020, the Audit Report on the Purchase and Sales of Assets in H1 2020, the Audit Report on Related Party Transactions in H1 2020, and the Audit Report on the Appropriation of Funds by Controlling Shareholder and Its Related Parties in H1 2020.
On December 7, 2020, the Audit Committee convened a meeting and reviewed and approved the Internal Audit Work Plan for 2021, Internal Audit Work Report for Q3 2020, the Audit Report on External Guarantees in Q3 2020, the Audit Report on External Investments in Q3 2020, the Audit Report on the Purchase and Sales of Assets in Q3 2020, the Audit Report on Related Party Transactions in Q3 2020, and the Audit Report on the Appropriation of Funds by Controlling Shareholder and Its Related Parties in Q3 2020.
- Performance of the Remuneration and Review Committee under the Board of Directors
The Remuneration and Review Committee convened 4 meetings during the reporting period.
On April 17, 2020, the Remuneration and Review Committee convened a meeting on which the Proposal on the Remuneration of Senior Management of the Company in 2019 and the Proposal on the Remuneration of Directors of the Company in 2019 were reviewed and approved. The assessment of the salaries of the Company’s directors and senior management in 2019 was in line with the Company’s actual assessment indicators, and the remunerations they received from the Company also matched the Company’s actual development and the industry
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level, which was conducive to tap the creativity and enthusiasm of directors and senior management. There were no situations that harmed interests of the Company and shareholders.
On a meeting held on May 15, 2020, the Committee reviewed and approved the Proposal on Achieving the Unlock Conditions of the First Unlock Period for Restricted Stocks Awarded in the First Grant under the Company's 2018 Stock Option and Restricted Stock Incentive Plan and the Proposal on Achieving the Exercise Conditions of the First Exercise Period for Stock Options Awarded in the First Grant under the Company's 2018 Stock Option and Restricted Stock Incentive Plan . The Committee believed that the conditions of the first unlock/exercise period for restricted stocks/stock options awarded in the first grant were met, and the qualifications of the incentive recipients for unlocking/exercising were valid and effective. Therefore, it agreed for the Company to handle matters relevant to the first unlocking/exercise period of the concerned stocks/stock options.
On August 18, 2020, the Committee convened a meeting and reviewed and approved the Proposal on Adjusting the Annual Remuneration of the Joint General Manager , according to which the pre-tax annual remuneration of the Joint General Manager Mr. Dai Zhenji was raised to no more than RMB10 million.
On a meeting held on May 15, 2020, the Committee reviewed and approved the Proposal on Achieving the Unlock Conditions of the First Unlock Period for Reserved Restricted Stocks under the Company's 2018 Stock Option and Restricted Stock Incentive Plan and the Proposal on Achieving the Exercise Conditions of the First Exercise Period for Reserved Stock Options under the Company's 2018 Stock Option and Restricted Stock Incentive Plan . The Committee believed that the conditions of the first unlock/exercise period for reserved restricted stocks/stock options were met, and the qualifications of the incentive recipients for unlocking/exercising were valid and effective. Therefore, it agreed for the Company to handle matters relevant to the first unlocking/exercise period of the concerned stocks/stock options.
- Performance of the Nomination Committee under the Board of Directors The Nomination Committee convened 3 meetings during the reporting period.
On May 27, 2020, the Committee convened a meeting and reviewed and approved the Proposal on By-election of Non-Independent Directors of the Fourth Session of the Board of Director s, agreeing to by-elect Mr. Dai Zhenji as a non-independent director of the fourth session of the Board of Directors.
On June 15, 2020, the Committee convened a meeting and reviewed and approved the Proposal on Election of the Vice Chairman of the Fourth Session of the Board of Directors , agreeing to elect Mr. Deng Guanjie as the Vice Chairman of the fourth session of the Board of Directors; the Proposal on Appointment of the Joint General Manager of the Company was also reviewed and approved, and Mr. Dai Zhenji was appointed the Joint General Manager of the Company.
On December 28, 2020, the Committee convened a meeting and reviewed and approved the Proposal on Election of Non-Independent Directors of the Fifth Session of the Board of Directors , agreeing to nominate Mr. Deng Yingzhong, Mr. Deng Guanbiao, Mr. Deng Guanjie, Mr. Dai Zhenji, Mr. Liu Jinfeng, and Mr. Yue Yong as
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candidates for non-independent directors of the fifth session of the Board of Directors; the Committee also reviewed and passed the Proposal on Election of Independent Directors of the Fifth Session of the Board of Directors , and agreed to nominate Mr. He Haidi, Mr. He Guoquan and Mr. Liu Die as candidates for independent directors of the fifth session of the Board of Directors.
VII. Work of the Board of Supervisors
Risks discovered by the Board of Supervisors in supervisory activities during the reporting period
□ Yes √ No
The Board of Supervisors had no objections to supervised events during the reporting period.
VIII. Performance Appraisal and Incentives of Senior Management
The Company comprehensively appraises the performance of senior executives in compliance with provisions of the Remuneration Management System for Directors, Supervisors and Senior Management and in combination with annual financial budgets, production and operation indicators and the attainment of management objectives. Their individual incomes are linked with the business performance of the Company. During the reporting period, incentives to the Company’s senior management mainly included remuneration incentive, restricted stock incentive plan, and employee stock ownership plan, with a purpose of effectively stimulating the work enthusiasm of the senior management, promoting the steady improvement of the Company’s performance, achieving its development strategies and business objectives, and maintaining a steady and sound development.
The Company rolled out the second phase equity incentive plan under which employees were motived in the form of options + restricted stocks. The unlocking/exercise for the first phase was completed in 2020.
The Company introduced the second phase employee stock ownership plan in 2019 to incentivize directors, senior executives and backbone employees. The lockup period of the plan had expired as at November 30, 2020, and the liquidation and distribution of the plan were completed in January 2021.
IX. Self-assessment Report on Internal Control
1. Details of the significant defects in internal control detected during the reporting period
□ Yes √ No
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2. Self-assessment report on internal control
| Date of disclosure of the full text of the | Date of disclosure of the full text of the | April 29, 2021 | April 29, 2021 |
|---|---|---|---|
| internal control assessment report | |||
| Disclosure index of full text of the internal | Please refer to the_Self-assessment Report on Internal Control 2020 of C&S Paper Co.,_ | ||
| control assessment report | _Ltd._published on CNINFO(http://www.cninfo.com.cn )for details. |
||
| Percentage of total assets of units included in | |||
| the assessment scope to the total assets in the | 100.00% | ||
| Company’s consolidated financial statements | |||
| Percentage of total operating income of units | |||
| included in the assessment scope to the | |||
| 100.00% | |||
| operating income in the Company’s | |||
| consolidated financial statements | |||
| Defect identification criteria | |||
| Category | Financial report | Non-financial report | |
| Material defect: refers to one or a combination of control | Non-financial report defects are identified mainly | ||
| defects that may cause the Company to materially deviate from | based on their degree of impact on business | ||
| the objectives of internal control. When there are one or several | processes and their probability of occurrence. | ||
| material defects in internal control, it should be concluded that | A defect is termed as a general defect if its | ||
| the internal control is invalid in the internal control assessment | probability of occurrence is low or the defect | ||
| report. | reduces work efficiency or effectiveness, or | ||
| Qualitative criteria | (1) Directors, supervisors and senior management have | increases the uncertainty of effects or causes | |
| committed fraud and caused serious losses and severe adverse | deviations from expected objectives. | ||
| impacts to the company. | A defect is termed as a major defect if its | ||
| (2) Corrections were made to published financial reports due to | probability of occurrence is relatively high or the | ||
| significant accounting errors. | defect significantly reduces work efficiency or | ||
| (3) Significant errors in the current financial reports were | effectiveness, or significantly increases the | ||
| identified by the certified public accountants but not by internal | uncertainty of effects or causes obvious |
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| control. | deviations from expected objectives. | |
|---|---|---|
| (4) The internal control and supervision by the company’s audit | A defect is termed as a material defect if its | |
| committee and internal audit were invalid, or significant | probability of occurrence is high or the defect | |
| problems were found but not corrected. | severely reduces work efficiency or effectiveness, | |
| Major defect: refers to one or a combination of defects in | or severely increases the uncertainty of effects or | |
| internal control that is with less severity than a material defect, | causes severe deviations from expected | |
| but may still cause the Company to deviate from the objectives | objectives. | |
| of internal control. A major defect is less severe than a material | ||
| defect and would not seriously endanger the overall | ||
| effectiveness of internal control, but should arouse the | ||
| sufficient attention of the board of directors and mangers. | ||
| (1) Failure to select and apply accounting policies based on | ||
| generally accepted accounting standards; | ||
| (2) There were one or multiple defects in the financial reports | ||
| of the current period that did not meet the criteria for material | ||
| defect. | ||
| (3) There were one or multiple defects in the control of the | ||
| financial reporting process at the end of the period such that the | ||
| authenticity and completeness of the prepared financial reports | ||
| could not be reasonably guaranteed. | ||
| General defect: refers to defects other than material defect or | ||
| major defect. | ||
| General defect: The misstated amount is less than 0.5% of | General defect: The direct property losses are less | |
| operating income. | than 0.5% of operating income. | |
| Major defect: The misstated amount is between 0.5% | Major defect: The direct property losses are | |
| Quantitative criteria | ||
| (inclusive) and 1.5% of the operating income. | between 0.5% (inclusive) and 1.5% of operating | |
| Material defect: The misstated amount is more than 1.5% | income. | |
| (inclusive) of operating income. | Material defect: The direct property losses are |
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| more than 1.5% (inclusive) of operating income. | |||
|---|---|---|---|
| . | |||
| Number of material defects in financial reports | 0 | ||
| Number of material defects in non-financial | |||
| 0 | |||
| reports | |||
| Number of major defects in financial reports | 0 | ||
| Number of major defects in non-financial | |||
| 0 | |||
| reports | |||
X. Internal Control Audit Report or Assurance Report
Not applicable
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C&S Paper Co., Ltd. Annual Report 2020
Section XI Corporate Bonds
Whether there are any bonds of the Company that are publicly issued and listed on the stock exchange and are not due at the date of issuance of the annual report or are due but unable to be redeemed for full face value at maturity
No
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C&S Paper Co., Ltd. Annual Report 2020
Section XII Financial Report
I. Audit Report
| Type of auditor’s opinion | Standard and unqualified |
|---|---|
| Signing date of the Audit Report | April 27, 2021 |
| Name of auditing organization | Mazars Certified Public Accountants (LLP) |
| Reference number of the Audit Report | Zhong-Huan-Shen-Zi (2021) No. 0500115 |
| Name of certified public accountants | Wang Bing, Pan Guiquan |
Audit Report
To all shareholders of C&S Paper Co., Ltd.,
I. Opinion
We have audited the accompanying financial statements of C&S Paper Co., Ltd. (hereinafter “the Company”), which comprise the consolidated and the Parent Company’s balance sheet as at 31 December 2020, the consolidated and the Parent Company’s income statement, the consolidated and the Parent Company’s cash flow statement, and the consolidated and the Parent Company’s statement of the changes in equity for 2020, and notes to the financial statements.
In our opinion, the accompanying financial statements have been prepared in accordance with the Accounting Standards for Business Enterprises in all material aspects, and they fairly present the consolidated and the Parent Company’s financial position as of 31 December 2020, and the consolidated and the Parent Company’s operating results and cash flows for 2020.
II. Basis of Opinion
We conducted our audit in accordance with the Auditing Standards for PRC Certified Public Accountants. Our responsibilities under those standards are further described in the “Certified Public Accountants’ Responsibilities for the Audit of the Financial Statements” section of our report. We are independent of the Company in accordance with the Code of Ethics for Chinese Certified Public Accountants (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
III. Key audit matters
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C&S Paper Co., Ltd. Annual Report 2020
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of 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, and we do not provide a separate opinion on these matters. We determine the followings are key audit matters in need of communication in our report.
(I) Recognition of operating income
| Key audit matter | How the matter was addressed in our audit |
|---|---|
| As stated in Note V (34) in the Company’s financial statements, the Company recorded an operating income of RMB7,823,528,416.32 in 2020. Since the amount of operating income is significant and a key performance indicator, there is a relatively high inherent risk, so we identify the recognition of operating income as a key audit matter. |
Our audit procedures included: (1) We obtained an understanding of and evaluated the internal control design over the recognition of operating income and its operating effectiveness; (2) We obtained an understanding and evaluated whether policies for recognizing operating income were in compliance with requirements of accounting standards for business enterprises via interviewing the management, consulting the Company’s accounting policies, etc.; (3) We checked whether there were any abnormalities in the operations of the Company’s major customers and whether there was related relationship between such customers and the Company or its related parties by checking the business registration information of the customers and contracts with them; (4) We adopted the sampling method to select some customers and send them the confirmation letter to verify the balance of accounts receivable, the balance of prepayment, and the amount of sales income; (5) In respect of domestic sales, we adopted the sampling method to check the large-value contracts and sales orders as well as their corresponding invoices, outbound orders, delivery orders, customer receipts, etc.; for export sales, we used the sampling method to check large-value contracts and sales orders as well as their corresponding invoices, customs declarations, freight bills of lading, customer receipts, etc.; (6) We conducted cutoff test for operating income to assess whether operating income was recognized in an appropriate period. |
(II) Recognition of selling expenses
| Key audit matter | How the matter was addressed in our audit |
|---|---|
| As stated in Note V (36) in the Company’s financial statements, the Company recorded a selling expense of RMB1,544,562,244.71 in |
Our audit procedures included: (1) We obtained an understanding of and evaluated the internal control design over the recognition of selling expense and its operating effectiveness; |
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C&S Paper Co., Ltd. Annual Report 2020
| 2020. accounting for 19.74% of operating income. Since selling expense has a great impact on the Company’s financial results, which may cause a major misstatement risk, we identify the recognition of selling expense as a key audit matter. |
(2) We obtained the detailed list of selling expenses, and analyzed the reasonableness of each expense item based on features of the Company’s businesses; we also analyzed the proportion of main expense items in the main business income and whether the change trend of selling expense consistent with that of income; (3) We conducted a spot check of main items under selling expense and selected and checked some selling expense vouchers against corresponding contracts, invoices, bank receipts and other original documents, as well as the Company’s sales promotion policies, remuneration policies, etc.; (4) We conducted cutoff test for selling expense to assess whether selling expense was recognized across periods. |
|---|---|
IV. Other information
The Company’s management is responsible for other information. Other information includes the information included in the Company’s 2020 annual report, but excludes the financial statements and our audit report.
Our audit opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit process or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that if there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
V. Responsibilities of Management and Governance Layer for Financial Statements
The management of C&S Paper Co., Ltd. (hereinafter the “Management”) is responsible for preparing financial statements in accordance with the Accounting Standards for Business Enterprises, and fairly presenting them; the Management also needs to design, implement and maintain necessary internal control to enable that the financial statements are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing matters in relation to going concern (if applicable) and applying the going-concern assumption unless the Management intends to liquidate the Company, cease operations, or have no realistic alternative but to do so.
The governance layer is responsible for overseeing the financial reporting process of the Company.
VI. Certified Public Accountants’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether these financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion.
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C&S Paper Co., Ltd. Annual Report 2020
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with CSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit work in accordance with CSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
(I) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
(II) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
(III) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
(IV) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to drawing attention in our audit report to the related disclosures in these financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
(V) Evaluate the overall presentation, structure and content of the financial statements, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
(VI) Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit, and remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we comply with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and related safeguards (if applicable).
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the period and are therefore the key audit matters. We
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C&S Paper Co., Ltd. Annual Report 2020
describe these matters in our audit report unless law or regulation precludes public disclosure about the matter or when, in tiny minority circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Mazars Certified Public Accountants (LLP) Chinese Certified Public Accountant: Wang Bing
Chinese Certified Public Accountant: Pan Guiquan
Wuhan, PRC
April 27, 2021
II. Financial Statements
Unit of financial statements: RMB
1.Consolidated balance sheet
Prepared by: C&S Paper Co., Ltd.
December 31, 2020
Unit: RMB
| Item | December 31, 2020 | December 31, 2029 |
|---|---|---|
| Current assets: | ||
| Monetary funds | 1,125,196,199.56 | 703,746,624.42 |
| Settlement reserve | ||
| Lending to banks and other | ||
| financial institutions | ||
| Tradable financial assets | ||
| Derivative financial assets |
136
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| Notes receivable | 724,419.74 | 301,904.32 |
|---|---|---|
| Accounts receivable | 1,051,423,939.59 | 807,772,897.68 |
| Accounts receivable financing | ||
| Prepayments | 26,819,108.57 | 14,877,757.16 |
| Premium receivable | ||
| Reinsurance payables | ||
| Reinsurance contract reserves | ||
| receivable | ||
| Other receivables | 15,824,945.56 | 8,240,417.99 |
| Including: Interest receivable | ||
| Dividends receivable | ||
| Financial assets held under resale | ||
| agreements | ||
| Inventory | 1,661,274,495.32 | 986,405,689.17 |
| Contract assets | ||
| Assets held for sale | 57,073,059.69 | 57,073,059.69 |
| Non-current assets due within one | ||
| year | ||
| Other current assets | 101,584,569.30 | 165,567,805.78 |
| Total current assets | 4,039,920,737.33 | 2,743,986,156.21 |
| Non-current assets: | ||
| Loans and advances to customers | ||
| Investments in creditor’s rights | ||
| Investments in other creditor’s | ||
| rights | ||
| Long-term receivable | ||
| Long-term equity investment | ||
| Investment in other equity | ||
| instruments | ||
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| Other non-current financial assets | ||
|---|---|---|
| Investment property | 34,575,365.94 | 36,039,381.30 |
| Fixed assets | 2,792,587,302.21 | 2,921,392,106.87 |
| Construction work in progress | 275,904,617.95 | 55,734,236.91 |
| Productive biological assets | ||
| Oil & gas assets | ||
| Right-of-use assets | ||
| Intangible assets | 169,355,772.24 | 168,731,781.83 |
| Development expenses | ||
| Goodwill | 64,654.15 | 64,654.15 |
| Long-term deferred expenses | 26,635,983.14 | 13,686,397.24 |
| Deferred income tax assets | 111,367,362.66 | 80,331,080.17 |
| Other non-current assets | 28,027,952.15 | 6,306,028.96 |
| Total non-current assets | 3,438,519,010.44 | 3,282,285,667.43 |
| Total assets | 7,478,439,747.77 | 6,026,271,823.64 |
| Current liabilities: | ||
| Short-term borrowings | 142,942,941.34 | 14,721,492.38 |
| Borrowings from PBC | ||
| Placements from banks and other | ||
| financial institutions | ||
| Tradable financial liabilities | ||
| Derivative financial liabilities | ||
| Notes payable | 234,887,563.22 | 202,653,860.31 |
| Accounts payable | 761,519,389.26 | 578,212,781.22 |
| Payments received in advance | 142,476,562.31 | |
| Contract liabilities | 137,333,617.40 | |
| Proceeds from financial assets sold | ||
| under repo | ||
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| Customer bank deposits and due to | ||
|---|---|---|
| banks and other financial institutions | ||
| Funds from securities trading | ||
| agency | ||
| Funds from securities underwriting | ||
| agency | ||
| Employee remuneration payable | 123,524,627.11 | 106,413,600.27 |
| Tax and fees payable | 112,608,054.87 | 101,670,618.11 |
| Other payables | 754,844,580.09 | 635,834,511.05 |
| Including: Interests payable | 173,259.89 | |
| Dividends payable | 1,437,466.77 | 452,536.50 |
| Transaction fee and commission | ||
| receivable | ||
| Reinsurance payable | ||
| Liabilities held for sale | ||
| Non-current liabilities due within | ||
| 32,400,000.00 | ||
| one year | ||
| Other current liabilities | 17,628,086.63 | |
| Total current liabilities | 2,285,288,859.92 | 1,814,383,425.65 |
| Non-current liabilities: | ||
| Insurance contract reserves | ||
| Long-term borrowings | 22,500,000.00 | |
| Bonds payable | ||
| Including: Preference shares | ||
| Perpetual bonds | ||
| Lease liabilities | ||
| Long-term payable | ||
| Long-term employee remuneration | ||
| payable | ||
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| Provision | ||
|---|---|---|
| Deferred income | 115,101,158.13 | 82,367,831.33 |
| Deferred income tax liabilities | 35,903,653.30 | 30,016,107.43 |
| Other non-current liabilities | ||
| Total non-current liabilities | 151,004,811.43 | 134,883,938.76 |
| Total liabilities | 2,436,293,671.35 | 1,949,267,364.41 |
| Owner's equity: | ||
| Share capital | 1,311,487,077.00 | 1,308,891,273.00 |
| Other equity instruments | ||
| Including: Preference shares | ||
| Perpetual bonds | ||
| Capital reserve | 907,006,505.05 | 760,731,416.57 |
| Less: Treasury shares | 96,480,911.29 | 104,792,649.00 |
| Other comprehensive income | ||
| Special reserves | ||
| Surplus reserves | 61,469,258.27 | 53,205,582.86 |
| General reserves | ||
| Retained earnings | 2,858,664,147.39 | 2,058,968,835.80 |
| Total equity attributable to owners of | ||
| 5,042,146,076.42 | 4,077,004,459.23 |
|
| the parent company | ||
| Equities of minority shareholders | ||
| Total owner's equity | 5,042,146,076.42 | 4,077,004,459.23 |
| Total liabilities and owners' equities | 7,478,439,747.77 | 6,026,271,823.64 |
Legal representative: Deng Yingzhong Person in charge of accounting: Dong Ye Person in charge of accounting
department: Xu Xianjing
2. Balance sheet of the Parent Company
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Unit: RMB
| Item | December 31, 2020 | December 31, 2029 |
|---|---|---|
| Current assets: | ||
| Monetary funds | 170,229,178.13 | 156,202,659.45 |
| Tradable financial assets | ||
| Derivative financial assets | ||
| Notes receivable | ||
| Accounts receivable | 92,647,372.33 | 127,203,426.87 |
| Accounts receivable financing | ||
| Prepayments | 7,940,396.34 | 2,565,716.66 |
| Other receivables | 136,987,584.64 | 637,511,752.54 |
| Including: Interest receivable | ||
| Dividends receivable | ||
| Inventory | 156,605,546.36 | 84,567,041.98 |
| Contract assets | ||
| Assets held for sale | ||
| Non-current assets due within one | ||
| year | ||
| Other current assets | 52,517,725.87 | 129,377,576.74 |
| Total current assets | 616,927,803.67 | 1,137,428,174.24 |
| Non-current assets: | ||
| Investments in creditor’s rights | ||
| Investments in other creditor’s | ||
| rights | ||
| Long-term receivable | ||
| Long-term equity investment | 1,928,113,219.50 | 1,231,245,128.96 |
| Investment in other equity | ||
| instruments | ||
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| Other non-current financial assets | ||
|---|---|---|
| Investment property | 17,939,329.51 | 18,745,192.09 |
| Fixed assets | 257,354,688.59 | 222,724,273.70 |
| Construction work in progress | 35,260,100.44 | |
| Productive biological assets | ||
| Oil & gas assets | ||
| Right-of-use assets | ||
| Intangible assets | 25,205,232.21 | 21,259,498.66 |
| Development expenses | ||
| Goodwill | ||
| Long-term deferred expenses | ||
| Deferred income tax assets | 46,811,106.77 | 18,366,334.29 |
| Other non-current assets | 2,619,959.27 | 4,521,074.21 |
| Total non-current assets | 2,278,043,535.85 | 1,552,121,602.35 |
| Total assets | 2,894,971,339.52 | 2,689,549,776.59 |
| Current liabilities: | ||
| Short-term borrowings | ||
| Tradable financial liabilities | ||
| Derivative financial liabilities | ||
| Notes payable | ||
| Accounts payable | 420,061,168.44 | 325,506,510.90 |
| Payments received in advance | 28,227,454.47 | |
| Contract liabilities | 17,388,431.01 | |
| Employee remuneration payable | 44,678,713.21 | 24,280,403.99 |
| Tax and fees payable | 5,995,417.05 | 3,225,793.88 |
| Other payables | 126,072,040.24 | 167,279,884.09 |
| Including: Interests payable | ||
| Dividends payable | 1,437,466.77 | 452,536.50 |
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| Liabilities held for sale | ||
|---|---|---|
| Non-current liabilities due within | ||
| one year | ||
| Other current liabilities | 2,260,496.03 | |
| Total current liabilities | 616,456,265.98 | 548,520,047.33 |
| Non-current liabilities: | ||
| Long-term borrowings | ||
| Bonds payable | ||
| Including: Preference shares | ||
| Perpetual bonds | ||
| Lease liabilities | ||
| Long-term payable | ||
| Long-term employee remuneration | ||
| payable | ||
| Provision | ||
| Deferred income | 5,855,467.25 | 7,062,818.69 |
| Deferred income tax liabilities | 7,202,336.33 | 5,575,323.82 |
| Other non-current liabilities | ||
| Total non-current liabilities | 13,057,803.58 | 12,638,142.51 |
| Total liabilities | 629,514,069.56 | 561,158,189.84 |
| Owner's equity: | ||
| Share capital | 1,311,487,077.00 | 1,308,891,273.00 |
| Other equity instruments | ||
| Including: Preference shares | ||
| Perpetual bonds | ||
| Capital reserve | 831,693,206.19 | 690,241,724.38 |
| Less: Treasury shares | 96,480,911.29 | 104,792,649.00 |
| Other comprehensive income |
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| Special reserves | ||
|---|---|---|
| Surplus reserves | 61,347,923.99 | 53,084,248.58 |
| Retained earnings | 157,409,974.07 | 180,966,989.79 |
| Total owner's equity | 2,265,457,269.96 | 2,128,391,586.75 |
| Total liabilities and owners' equities | 2,894,971,339.52 | 2,689,549,776.59 |
3. Consolidated income statement
Unit: RMB
| Item | 2020 | 2019 |
|---|---|---|
| I. Total Operating Income | 7,823,528,416.32 | 6,634,914,352.68 |
| Including: Operating income | 7,823,528,416.32 | 6,634,914,352.68 |
| Interest income | ||
| Gross earned premiums | ||
| Service charge and commission income | ||
| II. Total Operating Cost | 6,728,790,634.82 | 5,910,158,735.56 |
| Including: Operating costs | 4,590,904,040.35 | 4,005,421,052.70 |
| Interest expenses | ||
| Service charge and commission expenses | ||
| Surrender value | ||
| Net compensation expenses | ||
| Net appropriation of insurance reserve | ||
| Policy dividends expenses | ||
| Reinsurance costs | ||
| Tax and surcharges | 56,112,918.09 | 42,816,202.47 |
| Selling expenses | 1,544,562,244.71 | 1,369,553,843.95 |
| Administrative expenses | 364,914,344.30 | 294,516,937.35 |
| R&D expenses | 190,298,633.61 | 176,374,287.34 |
| Finance expenses | -18,001,546.24 | 21,476,411.75 |
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| Including: Interest fees | 2,903,635.12 | 13,452,104.83 |
|---|---|---|
| Interest income | 8,202,097.37 | 3,504,368.80 |
| Plus: Other income | 29,224,284.70 | 16,012,562.77 |
| Return on investment ("-" indicates loss) | 3,868,134.28 | 333,745.61 |
| Including: Return on investment in associates and | ||
| joint ventures | ||
| Income from the derecognition of financial | ||
| assets measured at amortized cost | ||
| Exchange gains ("-" indicates loss) | ||
| Gains from net exposure hedging ("-" indicates | ||
| loss) | ||
| Gains from changes in fair value ("-" indicates | ||
| loss) | ||
| Credit impairment losses ("-" indicates loss) | -6,462,152.71 | -2,778,561.87 |
| Asset impairment losses ("-" indicates loss) | -15,863,724.17 | -19,053,460.18 |
| Return on disposal of assets ("-" indicates loss) | -1,630,681.60 | 198,268.96 |
| III. Operating Profit ("-" indicates loss) | 1,103,873,642.00 | 719,468,172.41 |
| Plus: Non-operating income | 5,429,670.00 | 5,851,556.70 |
| Less: Non-operating expenditure | 20,912,859.12 | 4,321,020.44 |
| IV. Total Profit ("-" indicates total loss) | 1,088,390,452.88 | 720,998,708.67 |
| Less: Income tax expense | 182,501,371.47 | 117,166,057.84 |
| V. Net Profit ("-" indicates net loss) | 905,889,081.41 | 603,832,650.83 |
| i. Classified by operation continuity | ||
| 1. Net profit from continued operation ("-" indicates net | ||
| 905,889,081.41 | 603,832,650.83 |
|
| loss) | ||
| 2. Net profit from discontinued operation ("-" indicates | ||
| net loss) | ||
| ii. Classified by attribution of ownership | ||
| 1. Net profit attributable to owners of the parent | 905,889,081.41 | 603,832,650.83 |
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company 2. Minority shareholders' profits and losses VI. Net Amount of Other Comprehensive Income after Tax Total other comprehensive after-tax net income attributable to owners of the parent company i. Other comprehensive income not able to be reclassified into the profit or loss 1. Changes of re-measurement of the defined benefit plan 2. Other comprehensive income that cannot be transferred into the profit or loss under equity method 3. Changes in fair value of investment in other equity instruments 4. Changes in fair value of credit risk of the enterprise 5. Others ii. Other comprehensive income reclassified into the profit or loss 1. Other comprehensive income to be transferred into the profit or loss under equity method 2. Changes in fair value of investment in other creditor's rights 3. Financial assets reclassified into other comprehensive income 4. Impairment provision for credit of investment in other creditor's rights 5. Reserve of cash flow hedge 6. Converted difference in foreign currency financial statements 7. Others
146
C&S Paper Co., Ltd. Annual Report 2020
| Total other comprehensive after-tax net income | ||
|---|---|---|
| attributable to minority shareholders | ||
| VII. Total Comprehensive Income | 905,889,081.41 | 603,832,650.83 |
| Total comprehensive income attributable to owners of | ||
| 905,889,081.41 | 603,832,650.83 |
|
| the parent company | ||
| Total comprehensive income attributable to minority | ||
| shareholders | ||
| VIII. Earnings per Share: | ||
| i. Basic earnings per share | 0.70 | 0.47 |
| ii. Diluted earnings per share | 0.69 | 0.46 |
For business combinations of the current period under common control, the net profit realized by the combined party before the combination is: RMB0.00; the net profit realized by the combined party in last period is: RMB0.00.
Legal representative: Deng Yingzhong Person in charge of accounting: Dong Ye Person in charge of accounting department: Xu Xianjing
4. Income statement of the Parent Company
Unit: RMB
| Item | 2020 | 2019 |
|---|---|---|
| I. Operating Income | 1,632,515,354.88 | 1,287,647,693.35 |
| Less: Operating cost | 1,377,798,965.81 | 1,084,476,382.79 |
| Tax and surcharges | 5,201,738.09 | 4,116,684.80 |
| Selling expenses | 127,888,051.22 | 122,236,408.01 |
| Administrative expenses | 179,278,540.50 | 85,790,130.74 |
| R&D expenses | ||
| Finance expenses | -5,095,985.70 | -9,773,667.34 |
| Including: Interest fees | 9,422,954.52 | |
| Interest income | 2,906,543.07 | 20,679,432.95 |
| Plus: Other income | 1,988,938.21 | 1,948,033.25 |
| Return on investment ("-" indicates loss) | 143,256,231.99 | 60,333,745.61 |
| Including: Return on investment in associates and |
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| joint ventures | ||
|---|---|---|
| Profits from derecognition of financial assets | ||
| at amortized cost | ||
| Gains from net exposure hedging ("-" indicates | ||
| loss) | ||
| Gains from changes in fair value ("-" indicates | ||
| loss) | ||
| Credit impairment losses ("-" indicates loss) | -457,064.44 | -106,437.03 |
| Asset impairment losses ("-" indicates loss) | -572,411.86 | -944,304.47 |
| Return on disposal of assets ("-" indicates loss) | -613,479.84 | -21,577.69 |
| II. Operating Profit ("-" indicates loss) | 91,046,259.02 | 62,011,214.02 |
| Plus: Non-operating income | 393,442.74 | 470,286.60 |
| Less: Non-operating expenditure | 15,848,705.74 | 1,651,977.28 |
| III. Total Profit ("-" indicates total loss) | 75,590,996.02 | 60,829,523.34 |
| Less: Income tax expense | -7,045,758.08 | 1,820,524.82 |
| IV. Net Profit ("-" indicates net loss) | 82,636,754.10 | 59,008,998.52 |
| i. Net profit from continued operation ("-" indicates net | ||
| 82,636,754.10 | 59,008,998.52 |
|
| loss) | ||
| ii. Net profit from discontinued operation ("-" indicates | ||
| net loss) | ||
| V. Net Amount of Other Comprehensive Income after Tax | ||
| i. Other comprehensive income not able to be | ||
| reclassified into the profit or loss | ||
| 1. Changes of re-measurement of the defined | ||
| benefit plan | ||
| 2. Other comprehensive income that cannot be | ||
| transferred into the profit or loss under equity method | ||
| 3. Changes in fair value of investment in other | ||
| equity instruments | ||
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| 4. Changes in fair value of credit risk of the | ||
|---|---|---|
| enterprise | ||
| 5. Others | ||
| ii. Other comprehensive income reclassified into the | ||
| profit or loss | ||
| 1. Other comprehensive income to be transferred | ||
| into the profit or loss under equity method | ||
| 2. Changes in fair value of investment in other | ||
| creditor's rights | ||
| 3. Financial assets reclassified into other | ||
| comprehensive income | ||
| 4. Impairment provision for credit of investment | ||
| in other creditor's rights | ||
| 5. Reserve of cash flow hedge | ||
| 6. Converted difference in foreign currency | ||
| financial statements | ||
| 7. Others | ||
| VI. Total Comprehensive Income | 82,636,754.10 | 59,008,998.52 |
| VII. Earnings per Share: | ||
| i. Basic earnings per share | ||
| ii. Diluted earnings per share |
5. Consolidated cash flow statement
Unit: RMB
| Item | 2020 | 2019 |
|---|---|---|
| I. Cash Flows from Operating Activities: | ||
| Cash received from sale of goods or | ||
| 7,641,541,541.60 | 6,946,974,117.36 |
|
| rendering of services | ||
| Net increase in deposits from customers, |
149
C&S Paper Co., Ltd. Annual Report 2020
| banks and non-bank financial institutions | ||
|---|---|---|
| Net increase in due to central banks | ||
| Net increase in placements from other | ||
| financial institutions | ||
| Cash received from the premium of direct | ||
| insurance contracts | ||
| Net cash from reinsurance business | ||
| Net increase in deposits and investment of | ||
| the insured | ||
| Cash obtained from interest, net fee and | ||
| commission | ||
| Net increase in placements from banks | ||
| and other financial institutions | ||
| Net increase in repo service fund | ||
| Net cash from agent securities trading | ||
| Tax rebates | 8,043,686.95 | 29,267,082.90 |
| Cash received related to other operating | ||
| 152,705,536.70 | 249,364,314.71 |
|
| activities | ||
| Sub-total of cash inflow from operating | ||
| 7,802,290,765.25 | 7,225,605,514.97 |
|
| activities | ||
| Cash paid for goods purchased and | ||
| 4,999,555,647.15 | 4,213,639,113.14 |
|
| services rendered | ||
| Net loans and advances to customers | ||
| Net increase in deposits with the central | ||
| bank, banks and non-bank financial institutions | ||
| Cash paid for claims of direct insurance | ||
| contracts | ||
| Net increase in placements with banks and | ||
| non-bank financial institutions | ||
| Cash paid for interest, fee and commission |
150
C&S Paper Co., Ltd. Annual Report 2020
| Cash paid for dividends of the insured | ||
|---|---|---|
| Cash paid to and on behalf of employees | 665,109,162.40 | 543,660,724.86 |
| Tax payments | 534,941,400.79 | 320,611,778.10 |
| Cash payments related to other operating | ||
| 774,483,692.66 | 787,318,997.01 |
|
| activities | ||
| Sub-total of cash outflow from operating | ||
| 6,974,089,903.00 | 5,865,230,613.11 |
|
| activities | ||
| Net cash flows from operating activities | 828,200,862.25 | 1,360,374,901.86 |
| II. Cash Flows from Investing Activities: | ||
| Cash from realization of investment | ||
| Cash received from the return on | ||
| 3,868,134.28 | 333,745.61 |
|
| investments | ||
| Net cash received from the disposal of | ||
| fixed assets, intangible assets, and other | 48,828,706.60 | 1,155,770.90 |
| long-term assets | ||
| Net amount of cash received from the | ||
| disposal of subsidiaries and other operating | ||
| organizations | ||
| Cash received related to other investing | ||
| 127,105,000.00 | ||
| activities | ||
| Sub-total of cash inflow from investing | ||
| 179,801,840.88 | 1,489,516.51 |
|
| activities | ||
| Cash paid for the acquisition and | ||
| construction of fixed assets, intangible assets, | 511,677,417.02 | 602,954,032.35 |
| and other long-term assets | ||
| Cash paid for investments | ||
| Net increase in pledged loans | ||
| Net amount of cash paid for acquisition of | ||
| subsidiaries and other operating organizations | ||
| Cash payments related to other investing | 50,000,000.00 | 127,105,000.00 |
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C&S Paper Co., Ltd. Annual Report 2020
| activities | ||
|---|---|---|
| Sub-total of cash outflow from investing | ||
| 561,677,417.02 | 730,059,032.35 |
|
| activities | ||
| Net cash flows from investing activities | -381,875,576.14 | -728,569,515.84 |
| III. Cash Flows from Financing Activities: | ||
| Cash received from capital contribution | 28,101,700.23 | 104,792,649.00 |
| Including: Proceeds received by subsidiaries | ||
| from minority shareholders' investment | ||
| Cash received from borrowings | 383,892,976.77 | 299,514,563.03 |
| Cash received related to other financing | ||
| 110,753,779.11 | ||
| activities | ||
| Sub-total of cash inflow from financing | ||
| 411,994,677.00 | 515,060,991.14 |
|
| activities | ||
| Cash paid for repayments of borrowings | 301,057,260.06 | 796,290,846.44 |
| Cash payment for interest expenses and | ||
| 99,989,760.28 | 45,925,148.44 |
|
| distribution of dividends or profits | ||
| Including: Dividend and profit paid by | ||
| subsidiaries to minority shareholders | ||
| Cash payments related to other financing | ||
| 80,056,125.89 | 460,054.74 |
|
| activities | ||
| Sub-total of cash outflow from financing | ||
| 481,103,146.23 | 842,676,049.62 |
|
| activities | ||
| Net cash flows from financing activities | -69,108,469.23 | -327,615,058.48 |
| IV. Effect of Exchange Rate Changes on Cash | ||
| -3,179,534.13 | 677,053.37 |
|
| and Cash Equivalents | ||
| V. Net Increase in Cash and Cash Equivalents | 374,037,282.75 | 304,867,380.91 |
| Plus: Opening balance of cash and cash | ||
| 675,996,852.97 | 371,129,472.06 |
|
| equivalents | ||
| VI. Closing Balance of Cash and Cash | ||
| 1,050,034,135.72 | 675,996,852.97 |
|
| Equivalents | ||
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C&S Paper Co., Ltd. Annual Report 2020
6. Cash flow statement of the Parent Company
Unit: RMB
| Item | 2020 | 2019 |
|---|---|---|
| I. Cash Flows from Operating Activities: | ||
| Cash received from sale of goods or | ||
| 1,317,396,402.58 | 1,056,147,896.18 |
|
| rendering of services | ||
| Tax rebates | 120,214.00 | 73,675.36 |
| Cash received related to other operating | ||
| 1,834,396,504.14 | 1,539,185,832.09 |
|
| activities | ||
| Sub-total of cash inflow from operating | ||
| 3,151,913,120.72 | 2,595,407,403.63 |
|
| activities | ||
| Cash paid for goods purchased and | ||
| 985,895,534.46 | 686,517,835.07 |
|
| services rendered | ||
| Cash paid to and on behalf of employees | 127,413,062.62 | 61,651,247.93 |
| Tax payments | 31,053,247.68 | 21,024,211.02 |
| Cash payments related to other operating | ||
| 1,414,912,983.81 | 1,482,289,208.78 |
|
| activities | ||
| Sub-total of cash outflow from operating | ||
| 2,559,274,828.57 | 2,251,482,502.80 |
|
| activities | ||
| Net cash flows from operating activities | 592,638,292.15 | 343,924,900.83 |
| II. Cash Flows from Investing Activities: | ||
| Cash from realization of investment | ||
| Cash received from the return on | ||
| 143,256,231.99 | 60,333,745.61 |
|
| investments | ||
| Net cash received from the disposal of | ||
| fixed assets, intangible assets, and other | 48,336.80 | 430,375.00 |
| long-term assets | ||
| Net amount of cash received from the | ||
| disposal of subsidiaries and other operating | ||
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| organizations | ||
|---|---|---|
| Cash received related to other investing | ||
| 127,105,000.00 | ||
| activities | ||
| Sub-total of cash inflow from investing | ||
| 270,409,568.79 | 60,764,120.61 |
|
| activities | ||
| Cash paid for the acquisition and | ||
| construction of fixed assets, intangible assets, | 32,119,334.97 | 18,996,988.31 |
| and other long-term assets | ||
| Cash paid for investments | 665,600,000.00 | 6,200,000.00 |
| Net amount of cash paid for acquisition of | ||
| subsidiaries and other operating organizations | ||
| Cash payments related to other investing | ||
| 50,000,000.00 | 127,105,000.00 |
|
| activities | ||
| Sub-total of cash outflow from investing | ||
| 747,719,334.97 | 152,301,988.31 |
|
| activities | ||
| Net cash flows from investing activities | -477,309,766.18 | -91,537,867.70 |
| III. Cash Flows from Financing Activities: | ||
| Cash received from capital contribution | 28,101,700.23 | 104,792,649.00 |
| Cash received from borrowings | ||
| Cash received related to other financing | ||
| 98,045,766.24 | ||
| activities | ||
| Sub-total of cash inflow from financing | ||
| 28,101,700.23 | 202,838,415.24 |
|
| activities | ||
| Cash paid for repayments of borrowings | 352,600,000.00 | |
| Cash payment for interest expenses and | ||
| 97,014,306.99 | 41,327,992.18 |
|
| distribution of dividends or profits | ||
| Cash payments related to other financing | ||
| 32,970,709.24 | 460,054.74 |
|
| activities | ||
| Sub-total of cash outflow from financing | ||
| 129,985,016.23 | 394,388,046.92 |
|
| activities | ||
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C&S Paper Co., Ltd. Annual Report 2020
| Net cash flows from financing activities | -101,883,316.00 | -191,549,631.68 |
|---|---|---|
| IV. Effect of Exchange Rate Changes on Cash | ||
| 254,432.97 | 26,189.80 |
|
| and Cash Equivalents | ||
| V. Net Increase in Cash and Cash Equivalents | 13,699,642.94 | 60,863,591.25 |
| Plus: Opening balance of cash and cash | ||
| 156,151,560.82 | 95,287,969.57 |
|
| equivalents | ||
| VI. Closing Balance of Cash and Cash | ||
| 169,851,203.76 | 156,151,560.82 |
|
| Equivalents | ||
7. Consolidated statement of changes in owner’s equity
155
C&S Paper Co., Ltd. Annual Report 2020
Amount of the current period
Unit: RMB
| 2020 | 2020 | 2020 | 2020 | 2020 | 2020 | 2020 | 2020 | 2020 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Owner's equity attributable to the Parent Company | |||||||||||||||
| Other equity | Capital reserve | Less: Treasury | Other comp rehen sive inco me |
Special | Surplus reserves | General | Retained earnings | Other s |
Subtotal | Equity | |||||
| Item | instrument | shares | reserves | reserves | of | Total owner’s |
|||||||||
| minority | |||||||||||||||
| Share capital | Prefer | Perpet | equity |
||||||||||||
| sharehol | |||||||||||||||
| ence | ual | Others | |||||||||||||
| ders | |||||||||||||||
| shares | bonds | ||||||||||||||
| I. Balance at the | |||||||||||||||
1,308,891,273.00 |
760,731,416.57 | 104,792,649.00 |
53,205,582.86 | 2,058,968,835.80 | 4,077,004,459.23 | 4,077,004,459.23 | |||||||||
| End of Last Year | |||||||||||||||
| Plus: | |||||||||||||||
| Alternation to | |||||||||||||||
| accounting | |||||||||||||||
| policies | |||||||||||||||
| Correction to | |||||||||||||||
| previous errors | |||||||||||||||
| Business | |||||||||||||||
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C&S Paper Co., Ltd. Annual Report 2020
| combinations | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| involving | |||||||||||||||
| enterprises | |||||||||||||||
| under common | |||||||||||||||
| control | |||||||||||||||
| Others | |||||||||||||||
| II. Balance at | |||||||||||||||
| the Beginning of | 1,308,891,273.00 |
760,731,416.57 | 104,792,649.00 |
53,205,582.86 | 2,058,968,835.80 | 4,077,004,459.23 | 4,077,004,459.23 | ||||||||
| the Year | |||||||||||||||
| III. Changes in | |||||||||||||||
| the Period ("-" | |||||||||||||||
| 2,595,804.00 | 146,275,088.48 | -8,311,737.71 |
8,263,675.41 | 799,695,311.59 | 965,141,617.19 | 965,141,617.19 | |||||||||
| Indicates | |||||||||||||||
| Decrease) | |||||||||||||||
| i. Total | |||||||||||||||
| comprehensive | 905,889,081.41 | 905,889,081.41 | 905,889,081.41 | ||||||||||||
| income | |||||||||||||||
| ii. Capital | |||||||||||||||
| contributed or | |||||||||||||||
| 2,595,804.00 | 146,275,088.48 | -8,311,737.71 |
157,182,630.19 | 157,182,630.19 | |||||||||||
| decreased by | |||||||||||||||
| owner | |||||||||||||||
| 1. Ordinary | |||||||||||||||
| 3,610,416.00 | 34,809,136.79 | 38,419,552.79 | 38,419,552.79 | ||||||||||||
| shares | |||||||||||||||
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C&S Paper Co., Ltd. Annual Report 2020
| contributed by | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| owners | |||||||||||||||
| 2. Capital | |||||||||||||||
| contributed by | |||||||||||||||
| owners of other | |||||||||||||||
| equity | |||||||||||||||
| instruments | |||||||||||||||
| 3. Share based | |||||||||||||||
| payments | |||||||||||||||
| -1,014,612.00 | 111,465,951.69 | -35,992,459.47 |
146,443,799.16 | 146,443,799.16 | |||||||||||
| recognized as | |||||||||||||||
| owner's equity | |||||||||||||||
| 4. Others | 27,680,721.76 | -27,680,721.76 | -27,680,721.76 | ||||||||||||
| iii. Profit | |||||||||||||||
| 8,263,675.41 | -106,193,769.82 | -97,930,094.41 | -97,930,094.41 | ||||||||||||
| distribution | |||||||||||||||
| 1. Appropriation | |||||||||||||||
| of surplus | 8,263,675.41 | -8,263,675.41 | |||||||||||||
| reserves | |||||||||||||||
| 2. Appropriation | |||||||||||||||
| of general risk | |||||||||||||||
| reserves | |||||||||||||||
| 3. Distribution | -97,930,094.41 | -97,930,094.41 | -97,930,094.41 |
158
C&S Paper Co., Ltd. Annual Report 2020
to owners (or shareholders) 4. Others iv. Interior balance from owner's equity 1. Added capital (or share capital) from capital reserves 2. Added capital (or share capital) from surplus reserves 3. Compensation of loss with surplus reserves 4. Retained earnings of carry-over of the defined benefit plan
159
C&S Paper Co., Ltd. Annual Report 2020
| 5. Retained | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| earnings of | |||||||||||||||
| carry-over of | |||||||||||||||
| other | |||||||||||||||
| comprehensive | |||||||||||||||
| income | |||||||||||||||
| 6. Others | |||||||||||||||
| v. Special | |||||||||||||||
| reserves | |||||||||||||||
| 1. Appropriation | |||||||||||||||
| for the period | |||||||||||||||
| 2. Use for the | |||||||||||||||
| period | |||||||||||||||
| vi. Others | |||||||||||||||
| IV. Closing | 5,042,146,076.42 | ||||||||||||||
| Balance of the | 1,311,487,077.00 | 907,006,505.05 | 96,480,911.29 |
61,469,258.27 | 2,858,664,147.39 | 5,042,146,076.42 | |||||||||
| Period |
Amount of last period
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C&S Paper Co., Ltd. Annual Report 2020
Unit: RMB
| 2019 | 2019 | 2019 | 2019 | 2019 | 2019 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Owner's equity attributable to the Parent Company | |||||||||||||||
| Other equity | Capital reserve | Less: Treasury |
Other | Specia | Surplus | General | Retained earnings | Othe rs |
Subtotal | Equity | |||||
| Item | instrument | shares | compr | l | reserves | reserves | of | Total owner’s |
|||||||
| Perp etual bond s |
ehensi | reserv | minority | ||||||||||||
| Share capital | Prefer | equity |
|||||||||||||
Othe rs |
ve | es | sharehol | ||||||||||||
| ence | |||||||||||||||
| incom | ders | ||||||||||||||
| shares | |||||||||||||||
| e | |||||||||||||||
| I. Balance at | |||||||||||||||
| the End of | 1,286,692,741.00 | 609,403,941.54 | 122,916,831.04 |
47,304,683.01 | 1,490,758,189.02 | 3,311,242,723.53 | 3,311,242,723.53 | ||||||||
| Last Year | |||||||||||||||
| Plus: | |||||||||||||||
| Alternation to | |||||||||||||||
| accounting | |||||||||||||||
| policies | |||||||||||||||
| Correction to | |||||||||||||||
| previous | |||||||||||||||
| errors | |||||||||||||||
| Business | |||||||||||||||
| combinations | |||||||||||||||
| involving |
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C&S Paper Co., Ltd. Annual Report 2020
| enterprises | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| under | |||||||||||||||
| common | |||||||||||||||
| control | |||||||||||||||
| Others | |||||||||||||||
| II. Balance at | |||||||||||||||
| the Beginning | 1,286,692,741.00 | 609,403,941.54 | 122,916,831.04 |
47,304,683.01 | 1,490,758,189.02 | 3,311,242,723.53 | 3,311,242,723.53 | ||||||||
| of the Year | |||||||||||||||
| III. Changes in | |||||||||||||||
| the Period ("-" | |||||||||||||||
| 22,198,532.00 | 151,327,475.03 | -18,124,182.04 |
5,900,899.85 | 568,210,646.78 | 765,761,735.70 | 765,761,735.70 | |||||||||
| Indicates | |||||||||||||||
| Decrease) | |||||||||||||||
| i. Total | |||||||||||||||
| comprehensiv | 603,832,650.83 | 603,832,650.83 | 603,832,650.83 | ||||||||||||
| e income | |||||||||||||||
| ii. Capital | |||||||||||||||
| contributed or | |||||||||||||||
| 22,198,532.00 | 151,327,475.03 | -18,124,182.04 |
191,650,189.07 | 191,650,189.07 | |||||||||||
| decreased by | |||||||||||||||
| owner | |||||||||||||||
| 1. Ordinary | |||||||||||||||
| shares | |||||||||||||||
| 22,467,200.00 | 82,325,449.00 | 104,792,649.00 | 104,792,649.00 | ||||||||||||
| contributed by | |||||||||||||||
| owners |
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C&S Paper Co., Ltd. Annual Report 2020
| 2. Capital | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| contributed by | |||||||||||||||
| owners of | |||||||||||||||
| other equity | |||||||||||||||
| instruments | |||||||||||||||
| 3. Share based | |||||||||||||||
| payments | |||||||||||||||
| -268,668.00 | 69,002,026.03 | 76,457,365.31 |
-7,724,007.28 | -7,724,007.28 | |||||||||||
| recognized as | |||||||||||||||
| owner's equity | |||||||||||||||
| 4. Others | -94,581,547.35 | 94,581,547.35 | 94,581,547.35 | ||||||||||||
| iii. Profit | |||||||||||||||
| 5,900,899.85 | -35,622,004.05 | -29,721,104.20 | -29,721,104.20 | ||||||||||||
| distribution | |||||||||||||||
| 1. | |||||||||||||||
| Appropriation | |||||||||||||||
| 5,900,899.85 | -5,900,899.85 | ||||||||||||||
| of surplus | |||||||||||||||
| reserves | |||||||||||||||
| 2. | |||||||||||||||
| Appropriation | |||||||||||||||
| of general risk | |||||||||||||||
| reserves | |||||||||||||||
| 3. Distribution | |||||||||||||||
| to owners (or | -29,721,104.20 | -29,721,104.20 | -29,721,104.20 | ||||||||||||
| shareholders) | |||||||||||||||
| 4. Others |
163
C&S Paper Co., Ltd. Annual Report 2020
iv. Interior balance from owner's equity 1. Added capital (or share capital) from capital reserves 2. Added capital (or share capital) from surplus reserves 3. Compensation of loss with surplus reserves 4. Retained earnings of carry-over of the defined benefit plan 5. Retained earnings of
164
C&S Paper Co., Ltd. Annual Report 2020
| carry-over of | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| other | |||||||||||||||
| comprehensiv | |||||||||||||||
| e income | |||||||||||||||
| 6. Others | |||||||||||||||
| v. Special | |||||||||||||||
| reserves | |||||||||||||||
| 1. | |||||||||||||||
| Appropriation | |||||||||||||||
| for the period | |||||||||||||||
| 2. Use for the | |||||||||||||||
| period | |||||||||||||||
| vi. Others | |||||||||||||||
| IV. Closing | |||||||||||||||
| Balance of the | 1,308,891,273.00 | 760,731,416.57 | 104,792,649.00 |
53,205,582.86 | 2,058,968,835.80 | 4,077,004,459.23 | 4,077,004,459.23 | ||||||||
| Period |
8.Statement of changes in owner’s equity of the Parent Company
Amount of the current period
165
C&S Paper Co., Ltd. Annual Report 2020
Unit: RMB
| 2020 | 2020 | 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Other equity instruments | Capital reserve | Less: Treasury |
Other | Spec ial reser ves |
Surplus | Retained | Othe rs |
Total owner's | |||
| Item | Preferen | Perpetual | Others | shares | compreh | reserves | earnings | equity | ||||
| ce | bonds | ensive | ||||||||||
| income | ||||||||||||
| shares | ||||||||||||
| I. Balance at the End of Last Year | 1,308,891,273.00 | 690,241,724.38 | 104,792,649.00 |
53,084,248.58 | 180,966,989.79 |
2,128,391,586.75 | ||||||
| Plus: Alternation to accounting policies | ||||||||||||
| Correction to previous errors | ||||||||||||
| Others | ||||||||||||
| II. Balance at the Beginning of the Year | 1,308,891,273.00 | 690,241,724.38 | 104,792,649.00 |
53,084,248.58 | 180,966,989.79 |
2,128,391,586.75 | ||||||
| III. Changes in the Period ("-" Indicates | ||||||||||||
| 2,595,804.00 | 141,451,481.81 | -8,311,737.71 |
8,263,675.41 | -23,557,015.72 |
137,065,683.21 | |||||||
| Decrease) | ||||||||||||
| i. Total comprehensive income | 82,636,754.10 | 82,636,754.10 | ||||||||||
| ii. Capital contributed or decreased by owner | 2,595,804.00 | 141,451,481.81 | -8,311,737.71 |
152,359,023.52 | ||||||||
| 1. Ordinary shares contributed by owners | 3,610,416.00 | 34,809,136.79 | 38,419,552.79 | |||||||||
| 2. Capital contributed by owners of other | ||||||||||||
| equity instruments | ||||||||||||
| 3. Share based payments recognized as | ||||||||||||
| -1,014,612.00 | 106,642,345.02 | -35,992,459.47 |
141,620,192.49 | |||||||||
| owner's equity | ||||||||||||
166
C&S Paper Co., Ltd. Annual Report 2020
| 4. Others | 27,680,721.76 | -27,680,721.76 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| iii. Profit distribution | 8,263,675.41 | -106,193,769.82 |
-97,930,094.41 | |||||||||
| 1. Appropriation of surplus reserves | 8,263,675.41 | -8,263,675.41 |
||||||||||
| 2. Distribution to owners (or shareholders) | -97,930,094.41 | -97,930,094.41 | ||||||||||
| 3. Others | ||||||||||||
| iv. Interior balance from owner's equity | ||||||||||||
| 1. Added capital (or share capital) from | ||||||||||||
| capital reserves | ||||||||||||
| 2. Added capital (or share capital) from | ||||||||||||
| surplus reserves | ||||||||||||
| 3. Compensation of loss with surplus reserves | ||||||||||||
| 4. Retained earnings of carry-over of the | ||||||||||||
| defined benefit plan | ||||||||||||
| 5. Retained earnings of carry-over of other | ||||||||||||
| comprehensive income | ||||||||||||
| 6. Others | ||||||||||||
| v. Special reserves | ||||||||||||
| 1. Appropriation for the period | ||||||||||||
| 2. Use for the period | ||||||||||||
| vi. Others | ||||||||||||
| 167 |
| C&S Paper Co.,Ltd. Annual Report 2020 | C&S Paper Co.,Ltd. Annual Report 2020 | C&S Paper Co.,Ltd. Annual Report 2020 | C&S Paper Co.,Ltd. Annual Report 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| IV. Closing Balance of the Period | 1,311,487,077.00 | 831,693,206.19 | 96,480,911.29 |
61,347,923.99 | 157,409,974.07 |
2,265,457,269.96 |
Amount of last period
Unit: RMB
| 2019 | 2019 | 2019 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Other equity instruments | Capital reserve | Less: Treasury |
Other | Spec ial reser ves |
Surplus | Retained | Othe rs |
Total owner's | |||
| Item | ||||||||||||
| Preference | Perpetua |
Others | shares | compreh | reserves | earnings | equity | |||||
| shares | l bonds | ensive | ||||||||||
| income | ||||||||||||
| I. Balance at the End of Last Year | 1,286,692,741.00 | 545,219,407.25 | 122,916,831.04 |
47,183,348.73 | 157,579,995.32 |
1,913,758,661.26 | ||||||
| Plus: Alternation to accounting policies | ||||||||||||
| Correction to previous errors | ||||||||||||
| Others | ||||||||||||
| II. Balance at the Beginning of the Year | 1,286,692,741.00 | 545,219,407.25 | 122,916,831.04 |
47,183,348.73 | 157,579,995.32 |
1,913,758,661.26 | ||||||
| III. Changes in the Period ("-" Indicates | ||||||||||||
| 22,198,532.00 | 145,022,317.13 | -18,124,182.04 |
5,900,899.85 | 23,386,994.47 |
214,632,925.49 | |||||||
| Decrease) | ||||||||||||
| i. Total comprehensive income | 59,008,998.52 | 59,008,998.52 | ||||||||||
| ii. Capital contributed or decreased by owner | 22,198,532.00 | 145,022,317.13 | -18,124,182.04 |
185,345,031.17 | ||||||||
| 1. Ordinary shares contributed by owners | 22,467,200.00 | 82,325,449.00 | 104,792,649.00 | |||||||||
| 2. Capital contributed by owners of other | ||||||||||||
| equity instruments | ||||||||||||
168
C&S Paper Co., Ltd. Annual Report 2020
| 3. Share based payments recognized as | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| -268,668.00 | 62,696,868.13 | 76,457,365.31 |
-14,029,165.18 | |||||||||
| owner's equity | ||||||||||||
| 4. Others | -94,581,547.35 | 94,581,547.35 | ||||||||||
| iii. Profit distribution | 5,900,899.85 | -35,622,004.05 |
-29,721,104.20 | |||||||||
| 1. Appropriation of surplus reserves | 5,900,899.85 | -5,900,899.85 |
||||||||||
| 2. Distribution to owners (or shareholders) | -29,721,104.20 | -29,721,104.20 | ||||||||||
| 3. Others | ||||||||||||
| iv. Interior balance from owner's equity | ||||||||||||
| 1. Added capital (or share capital) from | ||||||||||||
| capital reserves | ||||||||||||
| 2. Added capital (or share capital) from | ||||||||||||
| surplus reserves | ||||||||||||
| 3. Compensation of loss with surplus reserves | ||||||||||||
| 4. Retained earnings of carry-over of the | ||||||||||||
| defined benefit plan | ||||||||||||
| 5. Retained earnings of carry-over of other | ||||||||||||
| comprehensive income | ||||||||||||
| 6. Others | ||||||||||||
| v. Special reserves | ||||||||||||
| 1. Appropriation for the period |
169
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2. Use for the period | |||||||||||||
| vi. Others | |||||||||||||
| IV. Closing Balance of the Period | 1,308,891,273.00 | 690,241,724.38 | 104,792,649.00 |
53,084,248.58 | 180,966,989.79 |
2,128,391,586.75 |
170
C&S Paper Co., Ltd. Annual Report 2020
III. Basic Information of the Company
1. Development history of the Company
C&S Paper Co., Ltd. (hereinafter referred to as "the Company") is a joint stock limited company restructured from Zhongshan Zhongshun Paper Manufacturing Co., Ltd., with all shareholders of the original company as its initiators. The Company has obtained a business license of enterprise legal person with the registration number of 442000400013713 issued by Guangdong Province Administration for Industry and Commerce on December 31, 2008.
In November 2010, under the approval of the Notice on the Approval of the Initial Public Offering of Shares of C&S Paper Co., Ltd. (CSRC Xu Ke [2010] No. 1539) issued by China Securities Regulatory Commission, the Company issued 40,000,000 RMB-denominated ordinary shares (A shares) to the public, each having a par value of RMB1. The share capital after the public offering was RMB160,000,000.00.
On May 22, 2012, the Company held the 2011 Annual General Meeting of Shareholders and approved the Proposal on the 2011 Profit Distribution Plan , applying for an increase of registered capital by RMB48,000,000.00. With the base number of 160,000,000.00 total shares as at the end of 2011, the Company planned to convert capital reserve into new shares on the basis of three shares for every ten existing shares. The registered capital after the change was RMB208,000,000.00.
On June 3, 2013, the Company held the 2012 Annual General Meeting of Shareholders and approved the Proposal on the 2012 Profit Distribution Plan , applying for an increase of registered capital by RMB104,000,000.00. With the base number of 208,000,000.00 total shares as at the end of 2012, the Company planned to convert capital reserve into new shares on the basis of five shares for every ten existing shares. The registered capital after the change was RMB312,000,000.00.
On May 8, 2014, the Company held the 2013 Annual General Meeting of Shareholders and approved the Proposal on the 2013 Profit Distribution Plan , applying for an increase of registered capital by RMB93,600,000.00. With the base number of 312,000,000.00 total shares as at the end of 2013, the Company planned to convert capital reserve into new shares on the basis of three shares for every ten existing shares. The registered capital after the change was RMB405,600,000.00.
On May 8, 2015, the Company held the 2014 Annual General Meeting of Shareholders and approved the Proposal on the 2014 Profit Distribution Plan , applying for an increase of registered capital by RMB81,120,000.00. With the base number of 405,600,000.00 total shares as at the end of 2014, the Company planned to convert capital reserve into new shares on the basis of two shares for every ten existing shares. The registered capital after the change was RMB486,720,000.00.
Pursuant to the resolutions of the 7th meeting of the third session of the Board of Directors, the 9th meeting of the third session of the Board of Directors, the third extraordinary general meeting of 2015 and the 10th meeting of the
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third session of the Board of Directors, the Company planned to grant 17,133,000.00 restricted RMB-denominated ordinary shares (A shares) to 242 incentive recipients including Liu Jinfeng through private placement, with a par value of RMB1 per share and a grant price of RMB4.25 per share. Upon completion, 16,957,000.00 restricted RMB-denominated ordinary shares (A shares) were actually granted to a total of 199 incentive recipients with 43 employees withdrawing from the plan. The registered capital after the change was RMB503,677,000.00.
Pursuant to the resolutions of the third extraordinary general meeting of 2015, the 11th meeting of the third session of the Board of Directors and the 9th meeting of the third session of the Board of Supervisors, the Company planned to grant 1,867,000.00 restricted RMB-denominated ordinary shares (A shares) to 68 incentive recipients including Duan Xianglei through private placement, with a par value of RMB1 per share and a grant price of RMB4.80 per share. Upon completion, 1,847,000.00 restricted RMB-denominated ordinary shares (A shares) were granted to a total of 54 incentive recipients with 14 employees withdrawing from the plan. The registered capital after the change was RMB505,524,000.00.
On October 24, 2016, at the 15th meeting of the third session of the Board of Directors, Proposal on the Repurchase and Deregistration of Partial Restricted Stocks under the Company's Restricted Stock Incentive Plan and Proposal on Changing the Registered Capital and Amending the Articles of Association of the Compan y were reviewed and approved. Pursuant to the resolution of the meeting of the Board of Directors, the Company applied for the repurchase and deregistration of 266,000.00 restricted stocks. Among them, the repurchase price of restricted stocks awarded in the first grant was RMB4.25 per share, the repurchase price of reserved restricted stocks was RMB4.80 per share, and the registered capital after the change was RMB505,258,000.00.
On May 10, 2017, the Company held the 2016 Annual General Meeting of Shareholders and approved the Proposal on the 2016 Profit Distribution Plan , applying for an increase of registered capital by RMB252,629,000.00. With the base number of 505,258,000.00 total shares as at the end of 2016, the Company planned to convert capital reserve into new shares on the basis of five shares for every ten existing shares. The registered capital after the change was RMB757,887,000.00.
Pursuant to the resolutions of the 22nd and 24th meeting of the third session of the Board of Directors in 2017, as some incentive recipients were disqualified to hold incentive stocks after leaving the Company or failing the appraisal, the Company planned to repurchase and deregister the restricted stocks of 35 incentive recipients. Among them, 25 incentive recipients were granted in the first period with 382,462.50 restricted stocks and ten incentive recipients were granted with 39,997.50 reserved restricted stocks. A total of 422,460.00 shares were repurchased and deregistered. The registered capital after the reduction was RMB757,464,540.00.
On May 8, 2018, the Company held the 2017 Annual General Meeting of Shareholders and approved the Proposal
on the 2017 Profit Distribution Plan , applying for an increase of registered capital by RMB530,225,178.00. With the base number of 757,464,540.00 total shares, the Company planned to convert capital reserve into new shares on the basis of seven shares for every ten existing shares. The registered capital after the change was
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RMB1,287,689,718.00.
Pursuant to the resolution of the 5th meeting of the fourth session of the Board of Directors in 2018, as some incentive recipients were disqualified to hold incentive stocks after leaving the Company or failing the appraisal at the second unlocking period under the Restricted Stock Incentive Plan, the Company planned to repurchase and deregister the restricted stocks of 46 incentive recipients. Among them, 38 incentive recipients were granted in the first grant with 985,426.00 restricted stocks and eight incentive recipients were granted with 11,551.00 reserved restricted stocks. A total of 996,977.00 shares were repurchased and deregistered. The registered capital after the reduction was RMB1,286,692,741.00.
Pursuant to the resolutions of the 9th meeting of the fourth session of the Board of Directors and the first extraordinary general meeting in 2019, the Company planned to grant 21,717,500.00 restricted RMB-denominated ordinary shares (A shares) to 671 incentive recipients including Dong Ye through private placement, with a par value of RMB1 per share. Upon completion, 19,675,500.00 restricted RMB-denominated ordinary shares (A shares) were granted to a total of 569 incentive recipients at the price of RMB4.33, with 102 employees withdrawing from the plan. The registered capital after the change was RMB1,306,368,241.00.
Pursuant to the resolutions of the 12th and 13th meeting of the fourth session of the Board of Directors, as some incentive recipients were disqualified to hold incentive stocks after leaving the Company or failing the appraisal, the Company planned to repurchase and deregister the restricted stocks of 32 incentive recipients. Among them, 211,803.00 restricted stocks were granted to 22 incentive recipients in the first grant and 56,865.00 reserved restricted stocks were granted to ten incentive recipients. A total of 268,668.00 shares were repurchased and deregistered.
Pursuant to the Proposal on Granting Reserved Stock Options and Restricted Stocks to Incentive Recipients reviewed and approved at the 16th meeting of the fourth session of the Board of Directors in 2019, the Company planned to grant 64 incentive recipients with 3,500,000.00 restricted stocks with a grant price of RMB7.02 per share. The incentive plan actually granted 46 incentive recipients with 2,791,700.00 restricted ordinary shares as 18 incentive recipients did not subscribe for the restricted stocks due to resignation or voluntary abandonment and 13 incentive recipients did not fully pay for the subscribed restricted stocks. The registered capital after the grant was RMB1,308,891,273.00.
The 23rd meeting of the fourth session of the Board of Directors and the second extraordinary general meeting of 2020 reviewed and approved the Proposal on the Repurchase and Deregistration of Partial Restricted Stocks Awarded in the First Grant under the Company's 2018 Stock Option and Restricted Stock Incentive Plan. Pursuant to the proposal, as some incentive recipients were disqualified to hold incentive stocks after leaving the Company or failing the appraisal or some recipients passed the appraisal but did not attain a full score and hence could not unlock all the stocks, the Company decided to repurchase and deregister total 802,722 restricted shares of 241 incentive recipients. The registered capital after the reduction was RMB1,308,088,551.00.
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The 28th meeting of the fourth session of the Board of Directors and the fifth extraordinary general meeting of 2020 reviewed and approved the Proposal on the Repurchase and Deregistration of Partial Reserved Restricted Stocks under the Company's 2018 Stock Option and Restricted Stock Incentive Plan. Pursuant to the proposal, as some incentive recipients were disqualified to hold incentive stocks after leaving the Company or failing the appraisal or some recipients passed the appraisal but did not attain a full score and hence could not unlock all the stocks, the Company decided to repurchase and deregister total 211,890 restricted shares of 24 incentive recipients. The registered capital after the reduction was RMB1,307,876,661.00.
At the 23rd meeting of the fourth session of the Board of Directors, the Proposal on Achieving the Exercise Conditions of the First Exercise Period for Stock Options Awarded in the First Grant under the Company's 2018 Stock Option and Restricted Stock Incentive Plan was reviewed and approved. The proposal agreed that the exercise conditions under the first exercise period for the stock options awarded in the first grant had been met as set out in the 2018 Stock Option and Restricted Stock Incentive Plan (Draft) , and the exercise method was independent exercise. The number of incentive recipients in conformity with the exercise conditions reached 2,522 and the number of stock options that had met exercise conditions was 3,431,505.00. The exercise period was from June 10, 2020 to February 26, 2021. At the 28th meeting of the fourth session of the Board of Directors, the Proposal on Achieving the Exercise Conditions of the First Exercise Period for Reserved Stock Options under the Company's 2018 Stock Option and Restricted Stock Incentive Plan was reviewed and approved. The proposal agreed that the exercise conditions under the first exercise period for the reserved stock options had been met as set out in the 2018 Stock Option and Restricted Stock Incentive Plan (Draft) , and the exercise method was independent exercise. The number of incentive recipients in conformity with the exercise conditions reached 88 and the number of stock options that have met exercise conditions was 640,389. The exercise period was from November 17, 2020 to September 10, 2021. As of December 31, 2020, the incentive recipients who had met the above exercise conditions have successively begun to exercise their rights, and a total of 3,610,416 shares have been subscribed.
As at December 31, 2020, the Company has had a registered capital of RMB1,311,487,077.00 and a share capital of RMB1,311,487,077.00.
- Registered address, form of organization, and headquarters of the Company
Form of organization: Company limited by shares
Registered address: Shenglong Village, Tanbei, Dongsheng Town, Zhongshan City
Address of the headquarters the Company: 136 Caihong Avenue, West District, Zhongshan City
- Business nature and main business activities of the Company
C&S Paper Co., Ltd. and its subsidiaries (hereafter generally referred to as “the Company”) are in the household paper industry. The Company mainly engages in the following: “General items: paper product manufacturing; paper product sales; Internet sales (excluding the sales of commodities requiring a permit); sales of daily
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necessities; sales of personal hygiene products; sales of household products; sales of sanitary products and disposable medical products; retail of cosmetics; wholesale of cosmetics; sales of knitwear; sales of plastic products; sales of metal products; sales of rubber products; manufacture of daily-sue ceramic products; wholesale of kitchen utensils and daily groceries; sales of Class I medical devices; manufacture of Class I medical devices; sales of Class II medical devices; sales of disinfectants (excluding hazardous chemicals). (The company may carry out business operations independently according to the law based on the business license, except for items that must be licensed according to the law). Licensed items: import and export of goods or technologies (excluding the import and export of goods and technologies prohibited by the State or involving administrative approval); manufacture of Class II medical devices; operation of Class III medical devices; manufacture of Class III medical devices. (For items that must be approved in accordance with the law, the company may carry out business operations upon approval by competent departments, and the specific business items are subject to the approval document or the permit issued by relevant department.) (The above business scope involves import and export of goods and technologies, business operation of Class II and Class III medical devices, and manufacture of medical devices.) (The above items do not involve special management measures for the access of foreign investment).”
- Actual controller of the Company
The actual controllers of the Company are Deng Yingzhong, Deng Guanbiao, and Deng Guanjie (Deng Yingzhong is the other two’s father).
- Approver for the issue of the financial statements and date of approval
The financial statements were approved for issue by the Board of Directors of the Company on April 27, 2021.
- Scope of the consolidation of financial statements
As of December 31, 2020, the Company has 19 subsidiaries which are included in the consolidated scope, as detailed in “Note IX. Equities in Other Entities”. Compared with last year, one subsidiary has been newly added into the consolidated scope this year. For details, see “Note VIII. Changes in Consolidated Scope”.
IV. Preparation Basis for Financial Statements
1. Basis of preparation
The financial statements of the Company have been prepared on a going concern basis based on actual transactions and events and according to the Accounting Standards for Business Enterprises - Basic Standards promulgated by the Ministry of Finance (MOF No. 33 Document and No. 76 Revision), the 42 accounting standards, Guidelines for the Application of the Accounting Standards for Business Enterprises , interpretation to the accounting standards for business enterprises and other relevant regulations that are successively promulgated on or after February 15, 2006 (hereinafter collectively referred to as "Accounting Standards for Business Enterprises"), and rules set out in No. 15 Preparation and Reporting Rules of Information Disclosure of Public
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Offering Companies - General Rules for Financial Statements (2014 Revision) issued by China Securities Regulatory Commission based on actual transactions and events.
In accordance with the relevant rules of Accounting Standards for Business Enterprises , the financial accounting of the Company is based on accrual basis. Apart from some financial tools, the accounting measurement of the financial statements is based on historical cost method. Provision for impairment of asset is set aside if it is recognized.
2. Going concern
The Company shall be a going concern for at least 12 months following the end of the reporting period. There are no major events that will affect the Company’s operational ability; therefore the assumption on which the financial statements are based is reasonable.
V. Significant Accounting Policies and Accounting Estimates
Specific accounting policies and accounting estimates:
C&S Paper Co., Ltd. and all its subsidiaries have set out several specific accounting policies and accounting estimates for transactions and events with relation to the recognition of incomes and income taxes in accordance with the Accounting Standards for Business Enterprises and their own operational characteristics. Please refer to “Note V (39) Revenue” for details. As for explanations of significant accounting judgments and estimates made by the management, please refer to “Note V (44) significant changes of accounting policies and accounting estimates”.
1. Statement of compliance with the accounting standards for business enterprises
The financial statements of the Company conform to the requirements set out in the Accounting Standards for Business Enterprises . The statements truthfully and completely reflect the financial status, operating results, cash flow, and other relevant information of the Company. In addition, the financial statements of the Company are also in accordance with disclosure requirements for financial statements and notes in No. 15 Preparation and Reporting Rules of Information Disclosure of Public Offering Companies - General Rules for Financial Statements of the China Securities Regulatory Commission (2014 Revision) in all material aspects
2. Accounting period
The accounting year of the Company is from January 1 to December 31 of each calendar year.
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3. Operating cycle
The operating cycle of the Company normally refers to the periods during which the Company purchases assets for processing and then gets cash or cash equivalents from the processed items. Normally, the operating cycle of a company is shorter than a year. The Company sets 12 months as a full operating cycle and uses the 12-month period as a standard for the liquidity of assets and liabilities.
4. Standard currency for accounting
RMB is the main currency in the main economic environments in which the Company and its domestic subsidiaries operate. Therefore, the Company and its subsidiaries use RMB as the standard currency for bookkeeping. The currency for accounting used in the Company’s financial statements is RMB.
5. Accounting treatment measures of business combinations involving enterprises under common control and business combinations involving enterprises not under common control
Business combinations refer to the combination of two or more independent enterprises to form a reporting entity of transactions or events. Business combination can be classified as business combinations involving enterprises under common control and business combinations involving enterprises not under common control.
(1) Business combinations involving enterprises under common control
Business combinations under common control means enterprises involved in the business combination are under ultimate control by one party or the same multi-parties before and after combination, and such control is not temporary. For business combinations under common control, those who obtain control of enterprises involved in the business combination on the combination date are the acquirer while other enterprises involved in the business combination are the acquiree. Combination date is the date that the combining party actually obtains control of the combined party.
Assets and liabilities that the acquirer gets from the acquiree are calculated and measured at the book values on the combination date. If there are differences between the book values of the net assets the acquirer receives and the book values of the combination consideration it pays (or the face values of the issued shares), the differences will be used to adjust capital reserves (share premium). Where capital reserves (share premium) are insufficient to offset, retained earnings shall be adjusted.
All direct expenses related to the business combinations paid by the acquirer shall be included in current profits and losses upon occurrence.
(2) Business combinations involving enterprises not under common control
Business combinations not under common control means enterprises involved in the business combination are not
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under ultimate control by one party or the same multi-parties before and after combination. For business combinations not under common control, those who obtain control of enterprises involved in the business combination on the acquisition date are the acquirer, while other enterprises involved in the business combination are the acquiree. Acquisition date is the date that the acquirer actually obtains control of the acquiree.
For business combinations not under common control, the costs of combination include the assets the acquirer pays, liabilities the acquirer bears, and the fair value of the equity securities issued on the date of combination for the acquisition of control over the acquiree. The costs of auditing, legal services, evaluation consulting, other intermediary expenses and other management fees incurred for business combination shall be included in current profits and losses. The transaction costs of the equity securities and debt securities issued by the acquirer shall be included in the initially confirmed amounts of equity securities and debt securities. The contingent consideration involved shall be included in the costs of business combination based on its fair value at the acquisition date. If, within 12 months after the acquisition, there is new or further evidence for conditions that have already existed on the acquisition date and the contingent consideration shall be re-adjusted, the combination goodwill shall be adjusted accordingly. The acquirer’s costs of business combinations and its identifiable net assets obtained from business combinations shall be assessed at the fair values on the acquisition date. If the costs of business combinations are higher than the identifiable net assets of the acquiree on the acquisition date, the gap between them shall be confirmed as goodwill. If the costs of business combinations are lower than the fair values of the identifiable net assets of the acquiree on the acquisition date, the fair values of identifiable assets, liabilities and continent liabilities as well as the measurement of combination costs shall be reassessed; if, upon reassessment, the business combination costs are still lower than the fair values of the identifiable net assets of the acquiree, the difference shall be included in profits and losses of the current period.
If the deductible temporary differences the acquirer gets from the acquiree are not eligible to be confirmed as deferred tax asset on the acquisition date, and within 12 months of the acquisition, there are new or further evidence for the conditions that have already existed on the acquisition date that the economic profits brought by the deductible temporary differences of the acquiree could be achieved, such differences shall be confirmed as deferred tax asset. At the same time, the goodwill shall be reduced. Where the goodwill is insufficient to be deducted, the gap between them shall be included in current profits and losses. Apart from the aforementioned situations, all deductible temporary differences confirmed to be relevant to the business combination shall be recorded in current profits and losses.
For business combinations not under common control that are achieved through multiple steps, whether they can be regarded as package deals shall be judged in accordance with Notice No.5 of the Interpretation of Accounting Standards for Business Enterprises of the Ministry of Finance (C.K. [2012] No.19), and the standards of “package deals” set out in Article 51 of the Accounting Standard for Business Enterprises No. 33 – Consolidated Financial Statements (please refer to Note V (6) "Methods for preparation of consolidated financial statements" (2)). In the
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event that the combination is regarded as "package deals", accounting treatment shall be done by referring to the descriptions in previous paragraphs of this section and “Note V (22) Long-term equity investments" herein; if not, accounting treatment shall be done by distinguishing individual financial statements from consolidated financial statements:
In individual financial statements, the initial investment costs shall be the sum of the book value of the equity investment of the acquiree held before the acquisition date and the new investment costs on the acquisition date; if other comprehensive income is involved in the equities of the acquiree before the acquisition date, accounting processing shall be done for the comprehensive income related to this investment by adopting the same basis for directly disposing of relevant assets or liabilities of the acquiree during the disposal of this investment (that is, except for the corresponding shares of the changes caused by re-measurement of the net liabilities or net assets of the defined benefit plan by the acquiree, which are accounted by the equity method, others shall be transferred to the return on investment of the current period).
In consolidated financial statements, the equities of the acquiree held before the acquisition date shall be re-measured at the fair value of the equities on the acquisition date, and the difference between the fair value and the book value shall be recognized as the return on investment of the current period; if other comprehensive income is involved in the equities of the acquiree before the acquisition date, accounting processing shall be done for the comprehensive income related to this investment by adopting the same basis for directly disposing of relevant assets or liabilities of the acquiree (that is, except for the corresponding shares of the changes caused by re-measurement of the net liabilities or net assets of the defined benefit plan by the acquiree, which are accounted by the equity method, others shall be transferred to the return on investment of the current period).
6. Methods for preparation of consolidated financial statements
(1) Principles of determining the scope of consolidated financial statements
The scope of consolidation of consolidated financial statements shall be subject to the basis of control. Control refers to the power the investor owns against the investee, which allows the investor to enjoy the variable return by attending relevant activities held by the investee, and to be capable of using such power to affect the amount of return. The scope of consolidation is the Company and all of its subsidiaries. Subsidiaries refer to entities controlled by the Company.
The Company shall reassess whether it controls an investee if facts and circumstances indicate that there are changes to the relevant elements of control as defined above.
(2) Methods for preparation of consolidated financial statements
The Company shall include the subsidiaries in the scope of consolidation from the date it acquires the actual control over the net assets and the decision-making of production and operations of such subsidiaries; accordingly, the Company shall terminate including them in the scope of consolidation from the date it loses the actual control.
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In terms of subsidiaries already disposed of, the operating results and cash flows before the disposal date have been included in the consolidated income statements and the consolidated cash flow statements appropriately; as for subsidiaries disposed in the current period, the opening balance in the consolidated balance sheet shall not be adjusted. In case of subsidiaries added through business combinations not under the same control, the operating results and cash flows after the acquisition date have been included in the consolidated income statements and the consolidated cash flow statements appropriately, and the opening and comparative balance in the consolidated balance sheet shall not be adjusted. In case of subsidiaries added through business combinations under the same control among which the Company absorbs the combined party, the operating results and cash flows of the combined party from the beginning of the period in which the combination happens to the combination date have been included in the consolidated income statements and the consolidated cash flow statements appropriately, and the comparative balance in the consolidated balance sheet shall be adjusted simultaneously.
In case of inconsistencies in the accounting policies or periods between subsidiaries and the Company during preparation of consolidated financial statements, financial statements of subsidiaries shall be adjusted according to the accounting policies and periods adopted by the Company. For subsidiaries acquired by business combinations not under the same control, their financial statements shall be adjusted based on the fair value of the identifiable net assets on the acquisition date.
All major business transaction balance, transactions, and unrealized profit of the Company shall be offset during preparation of consolidated financial statements.
Shareholders' equities of subsidiaries and the part of the net profit and loss of the current period not attributable to the Company shall be presented separately under the shareholders' equities and the net profit in the consolidated financial statements as equities of minority shareholders and minority shareholders' profits and losses. Shares of equities of minority shareholders in the net profit and loss of the current period of subsidiaries shall be presented under the "minority shareholders' profits and losses" in the consolidated income statement. If the loss of a subsidiary which is shared by its minority shareholders exceeds the minority shareholders' share in the opening balance of the subsidiary, the minority interest shall be reduced.
If the Parent Company loses control of a subsidiary due to partial disposal of equity investment or other reasons, it shall re-measure the remaining equity at fair value on the date of loss of control. The sum of consideration obtained from equity disposal and fair value of the remaining equity, minus the difference between the Parent Company's share of the subsidiary's net assets that is continuously calculated from the acquisition date, shall be recognized as investment income for the reporting period when the loss of control takes place. Accounting processing shall be done for the other comprehensive income related to this investment in the subsidiary's equities by adopting the same basis for directly disposing of relevant assets or liabilities of the acquiree during the loss of control (that is, except for the changes caused by re-measurement of the net liabilities or net assets of the defined benefit plan by the previous subsidiary, others shall be transferred to the return on investment of the current
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period). After that, subsequent measurement shall be done for the remaining equity of this part as per relevant provisions in the Accounting Standards for Enterprises No. 2 - Long-term Equity Investment or the Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments . See "Note V (22)" or "Note V (10)" for details.
If the Company disposes of investments in a subsidiary's equities by steps via transactions until it loses control, it shall check whether these transactions from disposal of the investments in the subsidiary's equities to the loss of control are package deals. If the terms, conditions, and economic effects of transactions on disposing of equity investment in the subsidiary conform to one or more of the following circumstances, that means these multiple transactions should be treated as package deals in accounting processing: 1) Those transactions are reached at the same time or after taking into consideration the influence of each other; 2) those transactions together produce a complete commercial outcome; 3) the occurrence of one transaction depends on the occurrence of at least one other transaction; 4) one transaction alone does not seem to be economical, but all those transactions are economical when are considered as a whole. In terms of transactions that are not package deals, accounting processing shall be done for each transaction following the principles applicable to the "partial disposal of long-term equity investment in a subsidiary without loss of control" (see 22 Long-term equity investments (2) 4) under Note V for details) or the "loss of control over a subsidiary due to partial disposal of equity investment or other reasons" (see the previous paragraph for details). If those transactions are package deals, each transaction shall be treated as a transaction that results in loss of control of the subsidiary in accounting processing. However, the difference between each disposal price before loss of control and the Parent Company's share of the subsidiary's net assets corresponding to the disposal investment shall be recognized as other comprehensive income in the consolidated financial statements and, upon loss of control, transferred to the profit and loss of the current reporting period.
7. Classification of joint operation arrangements and accounting treatment methods for joint operations
None
8. Criteria for recognition of cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits that can be used for payment at any time, and short-term (due within three months from the acquisition date) investment held by the Company with high liquidity, easy to convert to cash in a known amount, and small risk of value changes.
9. Translation of transactions and financial statements denominated in foreign currencies
- (1) Methods for translation of transactions denominated in foreign currencies
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At the initial recognition of foreign currency transactions of the Company, foreign currency will be translated into the amount of standard currency for accounting at the spot exchange rate or its approximate exchange rate on the transaction date. However, the business of exchange of foreign currencies or transactions related to the exchange of foreign currencies, foreign currency will be translated into the amount of standard currency for accounting at the exchange rate actually adopted.
(2) Methods for translation of monetary and non-monetary items in foreign currencies
On the balance sheet date, the foreign currency monetary items are translated at the spot exchange rate on that date. Exchange difference resulting from the difference between the spot exchange rate on the balance sheet date and that at the initial recognition or on the previous balance sheet date shall be recognized as the profit and loss of the current period.
Non-monetary items that are measured at historical cost in foreign currencies shall still be converted at the spot exchange rate on the transaction date with the amount of standard currency for accounting unchanged. Non-monetary items that are measured at fair value in foreign currencies are translated using the foreign exchange rate at the date the fair value is recognized. The difference between the amount of standard currency for accounting after translation and the original amount of the standard currency for accounting shall be treated as a change in fair value (including the change in the exchange rate) and recognized as the profit and loss of the current period or other comprehensive income.
(3) Methods for translation of foreign-currency financial statements
Foreign-currency financial statements of overseas operations shall be translated into RMB financial statements by the following methods: The assets and liabilities in the balance sheet shall be converted at the spot exchange rate on the balance sheet date; except "undistributed profits", all the other owner's equity items are converted at the spot exchange rate at the time of occurrence. Income and expense items in the income statement shall be translated using the foreign exchange rates ruling at the dates of the transactions. Difference resulting from translation of foreign-currency financial statements by the above methods shall be recognized as other comprehensive income. Translation of comparative financial statements shall be subject to the above provisions.
10. Financial instruments
When the Company becomes a party to a financial instrument contract, the financial instrument is confirmed to be either financial assets or financial liabilities.
(1) Classification, recognition, and measurement of financial assets
According to the business model of managing financial assets and the contractual cash flow characteristics of financial assets, the Company classified financial assets into the following categories: financial assets measured at the amortized cost, financial assets measured at fair value through other comprehensive income and financial assets measured at fair value through profit and loss of the current period.
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Financial assets are measured at fair value upon initial recognition. For financial assets measured at fair value through profit and loss of the current period, transaction costs are directly included in profit and loss of the current period. For other types of financial assets, related transaction costs are included in their initial recognized amounts. In terms of the accounts receivable or notes receivable arising from selling products or providing labor service without or not considering major financing component, the Company shall regard the expected consideration amount that it has rights to charge as the initial recognition amount.
1) Financial assets measured at amortized cost
For the business model where the Company manages the financial assets carried at amortized cost, the Company aims to charge the contract cash flows, and the characteristics of the contract cash flows of this kind of financial assets are consistent with the basic lending arrangements. That is, cash flows generated on specified dates are solely payments of principal and interest on the principal amount outstanding. This kind of financial assets are subsequently measured at amortized cost using the effective interest method. Gain or loss arising from amortization or impairment is recognized in profit and loss of the current period.
2) Financial assets measured at fair value through other comprehensive income
The business model for the Company to manage this type of financial assets aims at both obtaining the contract cash flows and selling the financial assets, and the characteristics of the contract cash flows of this kind of financial assets are consistent with the basic lending arrangements. The Company measures this kind of financial assets at fair value through other comprehensive income, but recognizes the impairment losses or gains, exchange profit and loss, and interest income calculated by the effective interest method as the profit and loss of the current period.
Additionally, the Company designates some non-tradable equity instruments as financial assets at fair value through other comprehensive income. The Company recognizes relevant dividend income from such financial assets as the profit and loss of the current period, and changes in fair value as other comprehensive income. When such financial assets are derecognized, the accumulated gains or losses previously recognized as other comprehensive income shall be transferred from other comprehensive income to retained earnings and not recognized as the profit and loss of the current period.
3) Financial assets measured at fair value through profit and loss of the current period
All financial assets other than the other two preceding types are classified as financial assets measured at fair value through profit and loss of the current period. Moreover, at initial recognition, to eliminate or significantly reduce accounting mismatches, the Company may designate some financial assets as financial assets measured at fair value through profit and loss of the current period. Such financial assets shall be measured at fair value, and changes in fair value are recognized as the profit and loss of the current period.
(2) Classification, recognition, and measurement of financial liabilities
At initial recognition, financial liabilities are classified into financial liabilities measured at fair value through
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profit or loss and other financial liabilities. For financial liabilities at fair value through profit and loss of the current period, transaction costs are directly included in profit and loss of the current period. For other types of financial liabilities, related transaction costs are included in their initial recognized amounts.
1) Financial liabilities measured at fair value through profit and loss of the current period
Financial liabilities measured at fair value through profit and loss of the current period include tradable financial liabilities (including derivatives belonging to financial liabilities) and financial liabilities designated to be measured at fair value through profit and loss of the current period at initial recognition.
Tradable financial liabilities (including derivatives that are financial liabilities) are subsequently measured at fair value, and changes in fair value -- except for those related to hedging accounting -- are recognized as profit and loss of the current period.
For those that are designated as financial liabilities measured at fair value through profit or loss, the changes in fair value resulting from changes in the credit risk of the Company shall be recognized as other comprehensive income; besides, when such liabilities are derecognized, the amount of accumulative changes in fair value resulting from credit risk changes that are recognized as other comprehensive income shall be transferred to retained earnings. Other changes in fair value shall be recognized as the profit and loss of the current period. If the treatment of the credit risk changes in such financial liabilities by the above methods will result in expansion of the accounting mismatch in the profit and loss, the Company shall recognize all gains or losses in such financial liabilities (including the amount subject to the credit risk changes of the Company) as the profit and loss of the current period.
2) Other financial liabilities
Except for financial liabilities resulting from financial asset transfers not meeting the conditions for derecognition or the continuous involvement in the transferred financial asset, or financial guarantee contracts, other financial liabilities shall be classified into the financial liabilities measured at amortized cost, which shall be subsequently measured at amortized cost, and the gains or losses resulting from derecognition or amortization shall be recognized as the profit and loss of the current period.
(3) Recognition basis and measurement method of financial asset transfer
Once one of the following conditions is met, the financial assets shall be derecognized: 1) The contract right to charge the cash flows of the financial assets is terminated; 2) the financial assets have been transferred, and almost all the risks and rewards of the ownership of the financial assets are transferred to the transferee; 3) the financial assets have been transferred, and the Company has given up the control over the financial assets although it does not transfer or retain almost all the risks and rewards of the ownership of the financial assets.
If the Company has neither transferred nor retained almost all the risks and rewards of the ownership of the financial assets, and the Company does not waive its control of the financial assets, it shall recognize the relevant financial assets within the extent of its continuous involvement in the transferred financial assets and recognize
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the relevant liabilities. The continuous involvement in the transferred financial assets refers to the level of risk with which the Company is faced due to changes in the financial asset values.
When overall transfer of financial assets meets the conditions for derecognization, the book value of the transferred financial assets and the difference between the consideration received due to transfer and the accumulative changes in fair value that is originally recognized as other comprehensive income shall be recognized as the profit and loss of the current period.
When partial transfer of financial assets meets the conditions for derecognization, the book value of the transferred financial assets shall be apportioned to the fair value between the derecognized part and the recognized part, and the consideration received due to transfer and the difference between the accumulative changes in fair value that is originally recognized as other comprehensive income, which shall be apportioned to the derecognized part, and the apportioned book value as mentioned above shall be recognized as the profit and loss of the current period.
When the Company sells financial assets with additional recourse or transfers the endorsed financial assets held, it shall check whether almost all the risks and rewards of the ownership of the financial assets are transferred. If the Company has transferred almost all the risks and rewards of the ownership of the financial assets to the transferee, it shall derecognize the financial assets; if the Company retains almost all the risks and rewards of the ownership of the financial assets, it shall not derecognize the financial assets; if the Company neither transfers nor retains almost all the risks and rewards of the ownership of the financial assets, it shall judge whether it has retained control over the assets and conduct accounting processing following the principles described in previous paragraphs.
(4) Derecognition of financial liabilities
If current obligations of the financial liabilities (or some of the liabilities) have been released, the Company shall derecognize the financial liabilities (or some of the liabilities). Where the Company (borrower) and a lender sign an agreement to replace the existing financial liability by way of assumption of new financial liability with the terms of the new financial liability substantially different from those of the existing financial liability, it derecognizes the existing financial liability while recognizing the new financial liability. If the contract terms of the existing financial liability are materially changed in whole (or in part), the existing financial liability will be derecognized, and the financial liability after changes of terms will be recognized as a new financial liability.
If a financial liability is derecognized in whole (or in part), the difference between the book value of the derecognized portion and the consideration paid (including the non-cash assets transferred out or the new financial liability assumed) is recognized as the profit and loss of the current period.
(5) Offsetting financial assets and financial liabilities
When the Company has the statutory right to offset the recognized amount of financial assets and financial liabilities, and this statutory right is currently enforceable, and the Company plans to net the financial assets or
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simultaneously realize the financial assets and pay off the financial liabilities, the financial assets and financial liabilities are presented in the balance sheet at the net amount after offsetting each other. Otherwise, financial assets and financial liabilities are presented separately in the balance sheet and are not offset against each other.
(6) Methods for determining the fair value of financial assets and financial liabilities
The 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. If there are active markets for a financial instrument, the Company establishes its fair value by using quotes in the active markets. Quotes in active markets refer to prices that are readily available on a regular basis from exchanges, brokers, trade associations, pricing service institutions, etc., and represent the prices of market transactions that actually occur in a fair trade. If there is no active market, the Company establishes fair value by using valuation techniques. Valuation techniques include reference to price used in recent market transactions between knowledgeable, willing parties, reference to the current fair value of other financial instruments that are substantially the same, discounted cash flow analysis, option pricing models, etc. During valuation, the Company adopts the valuation techniques that are applicable under current circumstances and supported by sufficient available data and other information, selects the input values that are consistent with the characteristics of the assets or liabilities considered by the market participants in the transaction of the relevant assets or liabilities, and preferentially uses the relevant observable inputs. Unobservable input values are used where the relevant observable input values are not available or are not practicable.
(7) Equity instruments
An equity instrument refers to a contract that can prove the Company owns the remaining equity in the assets after deducting all liabilities. The Company's issuance (including refinancing), repurchase, sales or cancellation of equity instruments are treated as changes in equities, and transaction costs related to equity transactions are deducted from equities. The Company does not recognize changes in the fair value of equity instruments.
Where equity instruments of the Company distribute dividends in its duration (including “interests” generated by instruments classified as equity instruments), it shall be treated as profit distribution.
(8) Impairment of financial assets
The financial assets for which the Company needs to recognize impairment losses are financial assets measured at amortized cost, debt instrument investments measured at fair value through other comprehensive income, and lease receivables, mainly including notes receivable, accounts receivable, and other receivables. In addition, for some financial guarantee contracts, impairment reserves are set aside and credit impairment losses are recognized as per the accounting policies described in this section.
1) Methods for recognizing impairment reserves
Based on the expected credit loss, the Company sets aside provisions for impairment of the above items by methods (general method or simplified method) for measuring expected credit loss applicable to them and
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recognizes credit impairment loss.
Credit loss refers to the difference between all contract cash flow receivables discounted at the original effective interest rate under the contract and all expected cash flow receivables, i.e., the present value of all cash shortages. Specifically, for financial assets that have been credit-impaired at the time of purchase or origin, the Company discounts the financial assets at the credit-adjusted actual interest rate.
The general method for measuring expected credit loss means that the Company assesses on each balance sheet date whether the credit risk of financial assets has increased significantly since the initial recognition. If yes, the Company measures loss reserves at an amount equivalent to the expected credit loss in the entire duration; if not, the Company measures loss reserves at an amount equivalent to the expected credit loss in the next 12 months. The Company considers all reasonable and evidence-based information, including forward-looking information, when assessing expected credit loss;
As for financial instruments with low credit risk on the balance sheet date, the Company measures the loss reserves according to the expected credit loss in the future 12 months, assuming that its credit risk has had no significant increase since its initial recognition. The Company chooses to measure loss reserves according to the expected credit loss in the next 12 months or in the entire duration based on whether the credit risk has increased significantly since initial recognition.
2) Standards for judging whether credit risk has increased significantly since initial recognition
If the probability of default (PD) of a financial asset in the expected duration recognized on the balance sheet date is significantly higher than that in the expected duration recognized at the time of initial recognition, the credit risk of the financial asset has increased significantly. Except for special circumstances, the Company determines whether credit risk has increased significantly since initial recognition by reasonably assessing the changes in the PD in the entire duration with the changes in the coming 12 months.
3) Portfolio method for assessing expected credit risk based on portfolios
The Company assesses individual credit risk of financial assets with significantly different credit risks. Examples include the following: receivables from related parties; receivables that have disputes with counterparties or those involved in litigation or arbitration; there are obvious signs that the debtor is very unlikely to fulfill the repayment obligation.
In addition to financial assets whose individual credit risk is assessed, the Company divides financial assets into different groups based on common risk characteristics, and assesses credit risk on a portfolio basis.
4) Accounting treatment methods for impairment of financial assets
At the end of the reporting period, the Company calculates the expected credit loss of financial assets. If the expected credit loss is greater than the book value of its current impairment provisions, the difference is recognized as an impairment loss; if it is less than the current book value of the impairment provisions, the difference is recognized as impairment gains.
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5) Methods for recognizing credit losses of financial assets
a. Notes receivable
The Company measures loss reserves for notes receivable at an amount equivalent to expected credit loss in the entire duration. The Company divides notes receivable into different portfolios based on their credit risk characteristics:
| Item | Basis for determining the portfolio |
|---|---|
| Banker's acceptance | Acceptors are banks with low credit risks. |
| Trade acceptance | The aging of trade acceptance is used as credit risk characteristics. |
b. Accounts receivable
The Company measures loss reserves for accounts receivable without major financing component at an amount equivalent to expected credit loss in the entire duration.
The Company measures loss reserves for accounts receivable and lease receivables with major financing component at an amount equivalent to expected credit loss in the duration.
Except for accounts receivable whose individual credit risk is assessed, the Company divides accounts receivable into different portfolios based on their credit risk characteristics:
| Item | Basis for determining the portfolio |
|---|---|
| Aging portfolio | This portfolio uses aging of accounts receivable as credit risk characteristics. |
| Related party portfolio | This portfolio comprises amounts of related parties within the consolidated scope. |
c. Other receivables
The Company adopts the amount equivalent to the expected credit loss in the coming 12 months or in the entire duration to measure impairment losses based on whether the credit risk of other receivables has increased significantly since initial recognition. Except for other receivables whose individual credit risk is assessed, the Company divides other receivables into different portfolios based on their credit risk characteristics:
| Item | Basis for determining the portfolio |
|---|---|
| Aging portfolio | This portfolio uses aging of other receivables as credit risk characteristics. |
| Related party portfolio | This portfolio comprises amounts of related parties within the consolidated scope. |
11. Notes receivable
For details, please refer to 10. Financial instruments in V. Significant Accounting Policies and Accounting Estimates of Section XII.
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12. Accounts receivable
For details, please refer to 10. Financial instruments in V. Significant Accounting Policies and Accounting Estimates of Section XII.
13. Accounts receivable financing: None
14. Other receivables
Recognition methods and accounting treatment methods for expected credit loss in other receivables
For details, please refer to 10. Financial instruments in V. Significant Accounting Policies and Accounting Estimates of Section XII.
15. Inventories
(1) Classification of inventories
Inventories mainly include raw materials, goods in process, materials for consigned processing, commodity stocks, packages, and low-value consumables.
- (2) Pricing methods for inventory acquisition and delivery
Inventories are priced at actual cost when they are acquired. Inventory costs include procurement costs, processing cost, and other costs. Inventories are priced by the weighted average method during receipt and delivery.
(3) Methods for recognition of the net realizable value of inventories and the provisions for impairment of inventories
The net realizable value refers to the amount of the estimated selling price of the inventory minus the estimated cost, estimated selling expenses, and related taxes and fees at the time of completion in daily activities. When recognizing the net realizable value of inventories based on the substantial evidence obtained, the Company also considers the purpose of holding the inventories and the impact on matters after the balance sheet date.
On the balance sheet date, inventories are measured at the lower of costs and the net realizable value. When the net realizable value is lower than costs, the Company sets aside provisions for inventory impairment. Provisions for inventory impairment are set aside based on the difference between the cost of individual inventory item and its net realizable value.
After provisions for the inventory impairment are set aside, if the influencing factors in previous write-down of the inventory value disappear, causing the net realizable value of the inventory to be higher than its book value, it shall be reversed within the amount of the provisions for inventory impairment that have been set aside and recognized as the profit and loss of the current period.
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(4) The perpetual inventory system is adopted for the inventories.
(5) Amortization method for low-value consumables and packages
The one-time amortization method is adopted for low-value consumables and packages upon receipt.
16. Contract assets: None
17. Contract costs: None
18. Assets held for sale
The Company classifies non-current assets or a disposal group as held for sale (including exchange of non-monetary assets with commercial substance, the same below) if their book values are recovered principally through disposal rather than through continuing use. Specifically, the following conditions shall be met simultaneously: A certain non-current asset or disposal group can be sold immediately under the current conditions according to the practice of selling such assets or disposal groups in similar transactions; the Company has made a resolution of an offer and obtained the purchase commitment; the sale is expected to be completed within one year. Among them, the disposal group refers to a group of assets that are disposed of as a whole through sale or other means in a transaction, and the liabilities directly related to these assets that are transferred in the transaction. If the asset group or the combination of asset groups to which the goodwill (obtained from business combination) has been allocated in accordance with the Accounting Standards for Business Enterprises No. 8 -- Impairment of Assets , the disposal group shall include the goodwill allocated to it.
During initial measurement or re-measurement of the non-current assets and disposal groups classified into held-for-sale assets on the balance sheet date, if the book value of such assets is higher than the net value deducting the cost of offer, the book value is written down to the recoverable amount by the Company, the written-down amount is recognized as profit and loss of the current period and impairment provisions are set aside at the same time. For the disposal group, the recognized asset impairment loss is first deducted from the book value of the goodwill in the disposal group, and then deducted in proportion from the book value of non-current assets specified in the applicable Accounting Standards for Business Enterprises No. 42 - Non-Current Assets and Disposal Groups Held for Sale and Discontinued Operations (hereinafter referred to as the "Standards for Assets Held for Sale"). If the fair value of the disposal group held for sale on the subsequent balance sheet date increases after deducting the selling expenses, the previously written down amount shall be restored, and reversed within the amount of the asset impairment losses recognized for non-current assets as per the Standards for Assets Held for Sale applicable after the assets are classified into those held for sale, and the reversed amount shall be recognized as the profit and loss of the current period. Besides, the book value of the reversed amount shall be increased in proportion according to the proportion of the book value of the non-current assets specified in the
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Standards for Assets Held for Sale applicable to those except for the goodwill in the disposal group. The book value of the goodwill that has been deducted, and the asset impairment losses recognized before the non-current assets are classified into assets held for sale as per the Standards for Assets Held for Sale shall not be reversed.
Non-current assets held for sale and non-current assets in the disposal group are not subject to depreciation or amortization. Interest and other expenses on liabilities in the disposal group held for sale continue to be recognized.
When the non-current assets or disposal group no longer meets the conditions for classification into the assets held for sale, the Company no longer classifies them into the category or removes the non-current assets from the disposal group held for sale, and measures them at the lower of the following two: (1) in terms of the book value before classification into assets held for sale, for which the measurement standard is the amount after adjustment according to the depreciation, amortization, or impairment that should have been recognized under the assumption that they are not classified into assets held for sale; and (2) the recoverable amount.
19. Investments in creditor's rights: None
20. Other investments in creditor's rights: None
21. Long-term receivables: None
22. Long-term equity investments
The long-term equity investments herein refer to the long-term equity investments in which the Company has control, joint control, or significant influence on the investee. Long-term equity investments where the Company has no control, joint control, or significant influence on the investee are accounted as financial assets measured at fair value through profit and loss of the current period. Among them, for those that are non-tradable, the Company may choose to designate them as the financial assets measured at fair value through other comprehensive income for accounting during initial recognition. See "Note V (10)" for their detailed accounting policies.
Joint control refers to the common control over a particular arrangement according to relevant agreement, and that the decisions on relevant activities under such arrangement are subject to the unanimous consent from the parties sharing the joint control. Significant influence means having the power to participate in the financial and operating policy decision-making of the investee, but cannot control or, together with other parties, jointly control the formulation of these policies.
(1) Determination of investment cost
For long-term equity investments obtained from combination of enterprises under common control, the share of the combined party’s owner's equity in the book value of the consolidated financial statements of the final
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controlling party which is acquired on the combination date shall be regarded as the initial investment cost for long-term equity investments. The capital reserves shall be adjusted if there is difference between the initial investment cost of long-term equity investment and the cash paid, the transferred non-cash assets, and the book value of the debts assumed; if the capital reserve is insufficient to offset, the retained earnings shall be adjusted. If the equity securities issued are used as the combination consideration, the share of the combined party's owner's equity in the book value of the consolidated financial statements of the final controlling party which is acquired on the combination date shall be regarded as the initial investment cost for long-term equity investments; the total book value of the shares issued shall be the share capital; the capital reserves shall be adjusted if there is difference between the initial investment cost of long-term equity investments and the total book value of the shares issued; if the capital reserves are insufficient to balance the difference, retained earnings shall be adjusted.
For long-term equity investments obtained from combination of enterprises under different control, the combination costs on the acquisition date shall be used as the initial investment costs of the long-term equity investment; the combination costs include the sum of the assets paid by the acquirer, the liabilities incurred or assumed, and the fair value of the equity securities issued.
Intermediary expenses such as auditing, legal services, assessment and consulting and other related management expenses incurred by the combining party or acquirer for the business combination shall be recognized as the profit and loss of the current period.
Other equity investments except for long-term equity investments formed via business combination are initially measured at cost. Subject to the way the long-term equity investments are obtained, the costs shall be recognized based on the cash actually paid by the Company for acquisition, the fair value of the equity securities issued by the Company, the value agreed in the investment contract or agreement, the fair value or original book value of the assets swapped out in a non-monetary asset exchange transaction, and the fair value of the long-term equity investment itself. Expenses, taxes, and other necessary expenditures directly related to acquisition of long-term equity investments are also recognized as investment costs.
(2) Subsequent measurement and recognition of profit and loss
If the Company has common control or significant influence over the investee (except for constituting co-proprietors), the long-term equity investment shall be accounted for by using the equity method. Additionally, the Company’s financial statements apply the cost method for long-term equity investments that can make control in the investee
1) Long-term equity investments accounted for using the cost method
When the cost method is used, the long-term equity investments are calculated according to the initial investment cost. In the event that the investment is added or recovered, the cost of the long-term equity investments shall be adjusted. With the exception of the price actually paid at the acquisition of investment or cash dividends or profits
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included in consideration, declared but not issued yet, the return on investment of the current period shall be recognized according to the cash dividends or profits declared to be issued by the investee.
2) Long-term equity investments accounted for using the equity method
When using equity method, if the initial investment cost of long-term equity investments is greater than the fair value share of the identifiable net assets entitled of the investee at the time of investment, the initial investment of the long-term equity investments shall not be adjusted. If the initial investment cost of long-term equity investments is lower than the fair value share of the identifiable net assets entitled of the investee at the time of investment, the difference shall be recognized as profit and loss of the current period and the cost of the long-term equity investments shall be adjusted at the same time.
When the equity method is used, return on investment and other comprehensive income shall be respectively determined based on the share of net profit or loss and other comprehensive income realized by the investee that shall be attributable or assumed, and the book value of long-term equity investments shall be adjusted at the same time. Attributable share shall be calculated based on the profit or cash dividends declared by the investee and the book value of long-term equity investments shall be accordingly decreased. In respect to other changes of owner's equity of the investee in addition to net profit or loss, other comprehensive income and profit distribution, the book value of long-term equity investments shall be adjusted and recognized as capital surplus. When confirming the share of the investee's net profit and loss, the Company shall confirm the investee's net profit after adjustment based on the fair value of the identifiable net assets of the investee at the acquisition of the investment. Where the accounting policy and accounting period adopted by the investee differs from those of the Company, the investee's financial statements shall be adjusted according to the Company's accounting policy and accounting period, and the return on investment and other comprehensive income shall be recognized accordingly. Where the transactions are between the Company and the associates and joint ventures, and the assets that are invested or sold do not constitute business, unrealized internal transaction profits and losses incurred between the Company and the associates and joint ventures shall be offset with the part attributable to the Company which is calculated on a due pro-rata basis, and the return on investment shall be recognized on this basis. However, unrealized internal transaction losses incurred between the Company and the investees shall not be offset if they fall under the impairment losses on assets transferred.
When confirming the limit of net loss incurred by the investee, the limit is the extent that the book value of the long-term equity investments and other long-term equity that substantially constitutes a net investment in the investment target is written down to zero. Additionally, if the Company has obligations to assume additional losses of the investee, provisions are recognized according to the expected obligation, and recognized as investment losses for the period. Where the investee records net profit in the future, the Company resumes and recognizes the profit-sharing amount after such amount makes up the unrecognized loss-sharing amount.
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23. Investment property
Measurement model for investment property
Measurement by the cost method
Depreciation or amortization method
Investment properties are real estate held to generate rental income or earn capital gains or both. Investment properties include land use rights leased out, land use rights held for transfer after appreciation, buildings leased out, etc.
Investment property is initially measured at cost. Subsequent costs are included in the investment property's cost only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably; other subsequent costs are recognized as profit and loss of the current period when incurred.
The Company adopts the cost model for subsequent measurement of investment property, and depreciates or amortizes it according to policies consistent with those for buildings or land use rights.
Impairment test method and impairment provision method for investment property are detailed in "Note V (31)".
Investment properties are derecognized when they are disposed of or permanently withdrawn from use and it is expected that no economic benefit can be generated from its disposal. The income from selling, transferring, writing off or destroying investment property, less its book value and relevant taxes and fees, is recognized as profit and loss of the current period.
24. Fixed assets
(1) Recognition conditions
Fixed assets are tangible assets with a useful life of more than one accounting year that are held for production or supply of goods or labor services, for rental to third parties, or for use in the organizations.
Fixed assets shall only be recognized when relevant economic interest may flow into the Company and costs thereof can be reliably measured. Fixed assets shall be initially measured at cost and by taking into account the impact of estimated disposal expense.
(2) Depreciation method
| Type | Depreciation method | Depreciation life | Residual value rate | Annual depreciation rate |
|---|---|---|---|---|
| Properties and buildings | Straight-line depreciation | 10 to 30 years | 5%. 10% | 3.00%, 3.17% to 9.00%, |
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| 9.50% | ||||
|---|---|---|---|---|
| Straight-line depreciation | 4.50%, 4.75% to 45.00%, | |||
| Equipment | 2 to 20 years | 5%. 10% | ||
| 47.50% | ||||
| Straight-line depreciation | 6.43%, 6.79% to 18.00%, | |||
| Motor vehicles | 5 to 14 years | 5%. 10% | ||
| 19.00% | ||||
| Straight-line depreciation | 11.25%, 11.88% to | |||
| Office equipment | 3 to 8 years | 5%. 10% | ||
| 30.00%, 31.67% | ||||
| Straight-line depreciation | 18.00%, 19.00% to | |||
| Production equipment | 2 to 5 years | 5%. 10% | ||
| 45.00%, 47.50% | ||||
Estimated residual value refers to the current amount where, supposed the service life of a fixed asset has expired and it is in the expected status of such expiration, the Company obtains from the disposal of such asset after the estimated disposal expense is deducted.
(3) Determination basis, pricing method and depreciation method of fixed assets acquired under finance leases
Leases of assets where substantially all the risks and rewards of ownership have been transferred are classified as finance leases. Title may or may not eventually be transferred. The fixed asset leased in through finance leases adopts the same depreciation policy self-owned fixed assets. If it can be reasonably ascertained that the ownership of the asset leased can be obtained by the expiration of the tenancy, the asset is depreciated over its service life; if not, the asset is depreciated over the shorter of the tenancy and the service life of the leased asset.
25. Construction work in process
Construction work in progress is measured at actual project expenditure, comprising project expenditure incurred during construction and other necessary cost incurred.
The Company's Construction work in progress is transferred to fixed assets when the assets are ready for their intended use. If the fixed assets under construction have reached the expected usable status but have not yet completed the final account for completed project, they shall be recognized as fixed assets according to the estimated value, and accrue depreciation. After the completion of the final account for completed project, the original estimated value is adjusted according to the actual cost, but the original accrued depreciation amount is not adjusted.
Impairment test method and impairment provision method for Construction work in progress are detailed in "Note V (31)".
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26. Borrowing costs
Borrowing costs include interest on borrowings, amortizations of discounts or premiums, incidental expenses, exchange difference resulting from foreign-currency borrowings, etc. The borrowing costs that can be directly attributable to the acquisition, construction or production of an asset eligible for capitalization shall be capitalized if the capital expenditures have been incurred, the borrowing costs have been incurred, or the necessary purchase, construction or production activities to make the asset reach the expected available or marketable state have begun. When the assets with the purchase, construction or production meeting the capitalization conditions reach the expected available or marketable state, they cease to be capitalized. Any other borrowing costs are recognized as an expense in the period when they are incurred.
The amount of interest that shall be capitalized is determined based on the interest expenses incurred in the period when a specifically borrowed fund is obtained less any income earned on the unused borrowing fund as a deposit in a bank or as a temporary investment. Where funds are borrowed for a general purpose, the amount of interest that shall be capitalized is determined by multiplying the part of the accumulative asset disbursements in excess of the weighted average asset disbursement for the specifically borrowed fund by the capitalization rate of the general borrowing used. The capitalization rate is the weighted average interest rates applicable to the general-purpose borrowings.
During the capitalization, all exchange differences arising from earmarked foreign-currency borrowings shall be capitalized; exchange differences arising from general-purpose foreign-currency borrowings shall be recognized as profit and loss of the current period.
Assets eligible for capitalization refer to assets such as fixed assets, investment real estates and inventories that can reach the expected available or marketable status after a long period of purchase, construction or production
activities.
If the acquisition, construction or production of an asset eligible for capitalization is continuously suspended for over three months for abnormal reasons, capitalization of the borrowing costs shall be suspended, until the acquisition, construction or production of the asset is resumed.
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27. Biological assets: None
28. Oil & gas assets: None
29. Right-of-use assets: None
30. Intangible assets
(1) Pricing method, service life, and impairment test
Intangible assets refer to identifiable non-monetary assets without physical substance owned or controlled by the Company.
Intangible assets are initially measured at cost. Costs of intangible assets are included in intangible assets' book value, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. Other costs of intangible assets are recognized as profit and loss of the current period when incurred.
Land use rights acquired are generally accounted for as intangible assets. With respect to self-built buildings including plants, the relevant land use right expenses and buildings' construction costs are accounted for as intangible assets and fixed assets, respectively. For purchased houses and buildings, the price paid is distributed between the land use right and the building. If it is difficult to distribute, it shall all be included in fixed assets.
From the beginning of use of intangible assets with finite service life, the accumulated amount of the original value less estimated net residual value and the provisions for asset impairment set aside shall be amortized evenly in stages by straight-line method over their service life. Intangible assets with uncertain service lives are not amortized.
The Company reviews the service life and amortization method of intangible asset with finite service life at the end of the reporting period, and a change therein (if any) shall be accounted for as a change in accounting estimates. Additionally, the Company reviews the service life and amortization method of intangible asset with uncertain service life. If there is evidence that the period when it brings economic benefits to the enterprise is foreseeable, its service life shall be estimated and it is amortized according to the amortization policy for intangible assets with finite service life.
Impairment test method and impairment provision method for intangible assets are detailed in "Note V (31)".
(2) Accounting policy for expenditure on internal research and development
The Company classifies the expenditure on an internal research and development project into expenditure on the research phase and expenditure on the development phase.
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Expenditure on the research phase is recognized as profit and loss of the current period when incurred.
Expenditure on the development phase is recognized as intangible asset when all the following criteria are met, while expenditure in the development phase that does not meet the following criteria is recognized as profit and loss of the current period when incurred:
1) technically feasible to complete the intangible asset so that it will be available for use or sale;
2) the intention to complete the intangible asset and use or sell it;
3) how the intangible asset will generate probable future economic benefits. Among other things, the Company can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;
4) the availability of adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset;
5) the ability to measure reliably the expenditure attributable to the intangible asset during the development. Where the expenditure on research and development incurred cannot be classified into the expenditure on research phase or the expenditure on development phase, it shall be recognized as profit and loss of the current period when incurred.
31. Long-term asset impairment
The Company determines on the balance sheet date whether there is any indication that the non-current and non-financial assets may have been impaired, including fixed assets, construction work in progress, intangible assets with limited service life, and investment properties measured using the cost model, and long-term equity investments in subsidiaries, joint ventures and associates. If there is any indication that the asset is likely to be impaired, the Company will estimate the recoverable amount and carry out the impairment test. Impairment tests shall be conducted each year for goodwill and intangible assets with uncertain service life and not yet in use, whether or not there is any indication of impairment.
If an impairment test shows that the recoverable amount of an asset is lower than its book value, the difference is recognized as a provision for impairment and recognized as the impairment loss. The recoverable amount is determined based on the higher of the net amount of the fair value of the asset minus the disposal expenses and the present value of the expected future cash flow of the asset. The fair value of asset is determined according to the price of the sales agreement in fair trade. If there is no sales agreement but an active market for the asset, the fair value is determined according to the price offered by the buyer for the asset. If there is neither sales agreement nor active market for the asset, the fair value of the asset shall be estimated based on the best information available. The disposal costs include legal fees, relevant taxes and fees, as well as handling fees related to the disposal of asset, and the direct costs incurred to ensure the asset reaches the marketable state. The present value of the expected future cash flow of an asset shall be determined by the discounted cash at an appropriate discount
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rate, on the basis of the expected future cash flow generated during the continuous use or final disposal of an asset. Provisions for asset impairment are calculated and recognized on an individual basis. If it is difficult to estimate the recoverable amount of individual assets, the Company will determine the recoverable amount of the asset group on the basis of the asset group to which the asset belongs. Asset group refers to the smallest asset portfolio which can independently generate cash inflows.
When an impairment test is performed on the goodwill separately listed in the financial statement, book value of such goodwill is apportioned to the asset group or combination of asset groups that can benefit from the synergy effect of business combination. If the test result shows that the recoverable amount of the asset group or combination of asset groups is lower than their book value, corresponding impairment losses on goodwill will be recognized. The impairment loss shall first offset against the book value of goodwill that is apportioned to asset group or a combination of asset groups, and then offset against the book value of assets excluding goodwill in the asset group or the combination of asset groups on a pro-rata basis according to the proportion of their book value. Once the aforementioned asset impairment loss is recognized, it will not be reversed in subsequent accounting periods even if the value can be recovered.
32. Long-term unamortized expenses
Long-term unamortized expenses are expenses which have been incurred but shall be amortized over a period longer than one year, including the reporting period and the future periods. Long-term unamortized expenses shall be amortized based on the straight-line method over the expected benefit period.
33. Contract liabilities
A contract liability is the Group's obligation to transfer goods or services to a customer for which the Group has received consideration from the customer.
Contract assets and liabilities within a single contract should be presented on a net basis. If the net amount is debit balance, it shall be presented in the item of "contract assets" or "other non-current assets" based on its liquidity. If the net amount is credit balance, it shall be presented in the item of "contract liabilities" or "other non-current liabilities" based on its liquidity.
34. Employee remuneration
(1) Accounting treatment method for short-term remuneration
Short-term remuneration includes salaries, bonuses, allowances and subsidies, employee welfare, medical insurance fees, maternity insurance fees, employment injury insurance fees, housing provident funds, labor union
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fees, staff education funds, and non-monetary welfare. The Company shall, within the accounting period when its employees provide service, recognize actual short-term remuneration as liabilities which shall be recognized as profit and loss of the current period or relevant asset costs. Wherein, non-monetary benefits are measured at fair value.
(2) Accounting treatment method for post-employment benefits
Post-employment benefit includes basic endowment insurance, unemployment insurance, etc. It also includes defined contribution plans. Where defined contribution plans are adopted, the corresponding amount payable shall be recognized as profit and loss of the current period or relevant asset costs in which it is incurred.
(3) Accounting treatment method for dismissal benefits
If the Company terminates the labor relationship with an employee before the employee's labor contract expires, or proposes to give the employee compensation for encouraging the employee to voluntarily accept dismissal, the liabilities arising from the compensation giving to the employee for the termination of the labor relationship with the employee shall be recognized as profit and loss of the current period, when the Company cannot unilaterally withdraw the termination of the labor relationship plan or the dismissal proposal, or when it recognizes the costs related to the restructuring of the payment of the dismissal benefits, whichever is earlier. However, if it is expected that the dismissal benefits cannot be paid in full within twelve months after the end of the annual reporting period, they shall be accounted for according to other long-term employee remunerations.
Internal retirement schemes for employees shall be accounted for following the same principles of the above dismissal benefits. Where the salaries and social insurance fees of early retirees to be paid by the Company from the date when employees stop providing services to the normal retirement date meet the recognition conditions for projected liabilities, they shall be recognized as profit and loss of the current period.
(4) Accounting treatment method for other long-term employee benefits
Other long-term benefits provided by the Company to employees that meet the conditions of the defined contribution plan are accounted for in accordance with the defined contribution plan; other long-term benefits are accounted for in accordance with the defined benefit plan.
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35. Lease liabilities: None
36. Provision
An obligation related to contingent issues and meeting the following conditions shall be deemed a provision: (1) such an obligation is a current one assumed by the Company; (2) fulfilling such an obligation might cause economic benefits to flow out of the Company; and (3) the amount of such an obligation is measurable reliably. On the balance sheet date, a provision is measured at the best estimate of the expenditure required to settle the related present obligation, with comprehensive consideration of factors such as the risks, uncertainty and time value of money relating to a contingency.
A provision is separately recognized as an asset and the recognized compensation amount shall not exceed the book value of the provision, when all or part of the expenses required to pay off the provision are expected to be compensated by a third party and the amount of compensation is basically determined to be receivable.
37. Share-based payment
Share-based payment is the transaction made through granting equity instruments or bearing the liabilities recognized based on such instruments in exchange for services rendered by employees or other parties. The Company's share-based payment includes equity-settled share-based payment and cash-settled share-based payment.
(1) Equity-settled share-based payment
Where the share payment is settled through equity for acquisition of service from employees, it shall be measured at the fair value of the equity instruments granted to the employees. If the right cannot be exercised until the vesting period ends or until the prescribed performance conditions are met, the amount of such fair value shall, based on the best estimate of the number of vested equity instruments, be recognized as the relevant costs or expenses by straight-line method; if the right can be exercised immediately following the grant, the amount of such fair value shall be recognized as the relevant costs or expenses on the grant date, and the capital reserve shall be increased accordingly.
On each balance sheet date within the vesting period, the Company carries out the best estimation based on such follow-up information such as the variation of the number of vested staff acquired recently, and revises the number of estimated vested equity instruments. The impact of the above estimates shall be recognized as the relevant costs or expenses of the current period, and the capital reserve shall be adjusted accordingly. For an equity-settled share-based payment in return for the service of any other party, if the fair value of the service of any other party can be reliably measured, it shall be measured at the fair value of the service of any other party on the acquisition date; if the fair value of the service of any other party cannot be reliably measured,
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but the fair value of the equity instruments can be reliably measured, it shall be measured at the fair value of the equity instruments on the acquisition date and included in the relevant costs or expenses, and the shareholders' equity shall be increased correspondingly.
(2) Cash-settled share payment
The cash-settled share-based payment shall be measured at the fair value of the Company's liabilities determined based on shares or other equity instruments. If the right may be exercised immediately after the grant, relevant costs or expenses shall be recognized the grant date, and the liabilities shall be increased accordingly. If the right may not be exercised until the vesting period ends 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 recognized as the relevant costs or expenses at the fair value of the liability undertaken by the Company, and liabilities shall be increased accordingly.
The fair value of liabilities is re-measured and any change thereto is recognized as profit and loss of the current period on each balance sheet date and settlement date prior to settlement of the relevant liabilities.
38. Preference shares, perpetual bonds and other financial instruments: None
39. Revenue
Accounting policy for recognition and measurement of revenue
The revenue is recognized when the customers take control of the relevant goods or services if the contract between the Company and the customers meet all the following conditions: 1) the parties to the contract have approved such contract and undertake to perform their respective obligations; 2) the contract has specified the rights and obligations of the parties thereto and in connection with the transfer of goods or provision of labor services; 3) the contract sets out clear payment terms related to the transfer of goods; 4) the contract has commercial substance, meaning that the performance thereof will change the risk, time distribution or amount of the Company's future cash flow; 5) the Company is very likely to recover the consideration obtained by transferring goods to customers.
On the enforcing date of the contract, the Company identifies all individual performance obligations in the contract, and apportions the transaction price to each individual performance obligation according to the relative proportion of the individual selling price of the goods. When determining the transaction price, the Company has considered the impact of such factors including variable consideration, major financing component of the contract, non-cash consideration, and consideration payable to the customer.
With respect to each individual performance obligation of the contract, the Company will recognize the transaction price apportioned to such obligation as revenue based on the progress of performance during the relevant performance periods, if any of the following conditions is met: 1) the customer obtains and consumes the
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economic benefits brought by the Company's performance during such performance; 2) the customer can control the goods in progress during the Company's performance; 3) the goods produced from the Company's performance has irreplaceable use, and in respect of the portion of revenue arising from the Company's performance completed to date, the Company is entitled to collect revenue during the entire validity period of the contract. The progress of performance is determined according to the nature of the transferred goods using the input or output method. When such progress cannot be reasonably determined, if the costs incurred are expected to be compensated, the Company recognizes revenue based on the amount of costs incurred, until the progress of performance can be reasonably determined.
If none of the aforesaid conditions is met, the Company will recognize the transaction price apportioned to such individual performance obligation when the customer obtains the control over relevant goods. To decide whether the customer has obtained the control over goods, the Company takes into account the following indications: 1) the enterprise has the present right to collection for the goods, meaning the customer bears the present obligation to payment for the goods; 2) the enterprise has passed the legal title to the goods to the customer, meaning the customer has had the legal title to the goods; 3) the enterprise has transferred the physical possession of the goods to the customer, meaning the customer has had the physical possession of the goods; 4) the enterprise has transferred the major risks and remunerations concerning the title to the goods to the customer, meaning the customer has obtained the major risks and remunerations concerning the title to the goods; 5) the customer has accepted the goods; 6) other indications to show that the customer has obtained the control over the goods.
Generally, the Company’s business of goods selling only comprises the performance obligation of transferring the goods. The control of the goods is transferred when they are sent out and the Company receives the signed receipt and other documents from the customer, so the Company confirms the realization of revenue at that point in time. The discounts, rewards and other arrangements in some contracts between the Company and customers constitute variable consideration. The Company uses the expected value method or the most likely amount to determine the best estimates for variable consideration, but the transaction price containing variable consideration shall not exceed the amount of cumulatively recognized revenue that is unlikely to have major reversals when the relevant uncertainties are eliminated.
40. Government grants
Government grants are monetary or non-monetary assets acquired by the Company from the government free of charge, excluding the capital invested by the government as an investor and granted corresponding owner's equity. Government grants are classified into government grants related to assets and government grants related to income. The Company defines the government grants for purchasing or constructing or otherwise forming long-term assets as asset-related government grants; other government grants are defined as the income-related government grants. Government grants shall be measured at the amount received or receivable if they are
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monetary assets. Non-monetary government grants shall be measured at fair value; if the fair value cannot be reliably obtained, they shall be measured at the nominal amount. The government grants measured at the nominal amount shall be directly recognized as the profit and loss of the current period.
Asset-related government grants are recognized as deferred income, and included in the profit and loss of the current period in stages according to a reasonable and systematic method over the service life of the relevant assets. The income-related government grants shall be recognized as deferred income if they are used to compensate relevant expenses or losses in subsequent periods, and shall be recognized as profit and loss of the current period during the recognition of related expenses; the grants used to compensate related expenses or losses already incurred shall be directly recognized as profit and loss of the current period.
The government grants related to both assets and income shall be accounted for by distinguishing different parts; if it is difficult to distinguish, they shall be, as a whole, classified as income-related government grants.
Government grants related to the Company's daily activities shall be recognized as other profit and loss or write down relevant costs according to the essence of economic business; those unrelated to the Company's daily activities shall be recognized as non-operating income and expenditure.
If the recognized government grants need to be returned and there is relevant deferred income balance, the book balance of relevant deferred income shall be written off, and the excess shall be recognized as profit and loss of the current period; otherwise, government grants shall be directly recognized as profit and loss of the current period.
41. Deferred income tax assets/deferred income tax liabilities
(1) Current income tax
On the balance sheet date, the Company measures a current tax liability (or asset) arising from the current and prior periods based on the amount of income tax expected to be paid by the Company (or returned by tax authority) calculated by related tax laws. The taxable income which is the basis for calculation of the current income tax is calculated after appropriate adjustments to the pretax accounting profits for the reporting period.
(2) Deferred income tax assets and deferred income tax liabilities
For the difference between the book value of certain assets and liabilities and their tax bases, and the temporary differences between the book values and the tax bases of items, of which the tax bases can be determined for tax purposes according to the tax laws but which have not been recognized as assets and liabilities, the Company recognizes deferred income tax assets and deferred income tax liabilities using the balance sheet debt method.
Where the taxable temporary differences arise from the initial recognition of goodwill and the initial recognition of an asset or liability arising from the transaction that is not a business combination, nor, at the time of the transaction, affects neither accounting profit and taxable profit (or deductible loss), the relevant deferred income tax liability shall not be recognized. Additionally, in respect of taxable temporary difference associated with
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investments in subsidiaries, joint ventures and associates, where the Company can control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not be reversed in the foreseeable future, the relevant deferred income tax liability shall not be recognized. Other than the above exceptions, the Company shall recognize deferred income tax liabilities arising out from all other taxable temporary differences.
Where the deductible temporary differences arise from the initial recognition of an asset or liability arising from the transaction that is not a business combination, nor, at the time of the transaction, affects neither accounting profit and taxable profit (or deductible loss), the relevant deferred income tax liability shall not be recognized. Additionally, in respect of deductible temporary difference associated with investments in subsidiaries, joint ventures and associates, where it is probable that the temporary differences will not be reversed in the foreseeable future or taxable profit will not be available against which the deductible temporary differences can be utilized in the future, the relevant deferred income tax liability shall not be recognized. Other than the above exceptions, the Company recognizes a deferred tax asset for other deductible temporary differences, to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilized.
The tax effects of deductible losses and taxes available for carrying over are recognized as an asset when it is probable that future taxable profits would be available against which these losses can be utilized.
At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, according to the requirements of tax laws.
The book value of deferred tax assets is reviewed at the balance sheet date and written down to the extent that it is no longer probable that sufficient taxable profit will be available in future periods to allow the deferred tax assets to be utilized. Such write-down is reversed when it becomes probable that sufficient taxable profits will be available.
(3) Income tax expenses
Income taxes comprise current income tax and deferred income tax.
The current income tax and deferred income tax expense or income is recognized as the profit and loss of the current period except that the current income tax and deferred income tax is related to transactions or events, which are recognized as other comprehensive income or directly recognized as shareholders' equity, and thus recognized as other comprehensive income or shareholders' equity, and that the book value of goodwill is adjusted due to deferred income tax arising from business combination.
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42. Leases
(1) Accounting treatment method for operating lease
1) The Company records operating lease business as the lessee
Lease payments under an operating lease are recognized on a straight-line basis over the lease term, and recognized as the cost of the related asset or as profit and loss of the current period. Initial direct costs are recognized as the profit and loss of the current period. Contingent rentals are recognized as profit and loss of the current period when they are actually incurred.
2) The Company records operating lease business as the lessor
Lease income under an operating lease are recognized on a straight-line basis over the lease term, and recognized as profit and loss of the current period. The large-amount initial direct costs are capitalized when incurred, and recognized as profit and loss of the current period on the same basis as the recognized lease income over the lease term; the small-amount initial direct costs are recognized as profit and loss of the current period when incurred. Contingent rentals are recognized as profit and loss of the current period when they are actually incurred.
(2) Accounting treatment method for finance lease
Leases of assets where substantially all the risks and rewards of ownership have been transferred are classified as finance leases. Title may or may not eventually be transferred.
43. Other important accounting policies and accounting estimates: None
44. Significant changes of accounting policies and accounting estimates
(1) Significant changes of accounting policies
√ Applicable □ Not applicable
| Contents and reasons for changes to | Approval procedure | Remarks |
|---|---|---|
| accounting policies | ||
| On July 5, 2017, the Ministry of Finance | On February 25, 2020, the Company | Details can be found in the_Announcement_ |
| issued the revised A_ccounting Standards_ | convened the 21st meeting of the fourth | on Changes to Accounting Policies |
| for Business Enterprises No. 14 -- Revenue | session of the Board of Directors and the | (Announcement No.: 2020-10) dated |
| (C.K. [2017] No. 22), requiring that | 17th meeting of the fourth session of the | February 26, 2020 on CNINFO |
| enterprises listed both within the borders | Board of Supervisors, and approved the | (http://www.cninfo.com.cn). |
| and abroad as well as enterprises listed | Proposal on Changes to Accounting |
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| abroad and adopting IFRS or Accounting Standards for Business Enterprises to prepare financial statements should implement these revised Standards from January 1, 2018; other enterprises listed within China shall implement these revised Standards from January 1, 2020. |
Policies. | |
|---|---|---|
1) Accounting policy changes resulted from the execution of the New Revenue Standards
The Ministry of Finance promulgated the Accounting Standards for Business Enterprises No. 14 –Revenue (C.K.
[2017] No. 22) (hereafter referred to as the “New Revenue Standards”) on July 5, 2017. Upon deliberation, the 21st meeting of the fourth session of the Board of Directors passed a resolution on February 25, 2020 that the Company would implement the New Revenue Standards from January 1, 2020.
The New Revenue Standards set up a new revenue recognition model to regulate revenues generated from
contracts with customers. In order to implement the New Revenue Standards, the Company reassessed the
recognition, measurement, accounting and presentation of revenues from major contracts. Pursuant to the New
Revenue Standards, the Company chose to only adjust the accumulative impact amount for contracts that have not
been completed on January 1, 2020. The amounts of retained earnings and other relevant items in the financial
statements at the beginning of the period for the first time adoption of the new standards (i.e. January 1, 2020) are adjusted based on the accumulative impact amount at the first time adoption, while comparative financial information for the previous accounting periods is not adjusted.
2) Major changes and impacts upon implementation of the New Revenue Standards are as follows:
The Company changes the contractual consideration received from customers in advance for the transfer of goods from the “payments received in advance” item to the “contract liabilities” item for presentation.
The Company’s implementation of the New Revenue Standards did not have an impact on the retained earnings at the beginning of 2020. Impacts on other relevant items in the financial statements dated January 1, 2020 are listed in the following:
Unit: RMB
| Amount on December 31, 2019 (prior to changes) | Amount on December 31, 2019 (prior to changes) | Amount on January 1, 2020 (after changes | Amount on January 1, 2020 (after changes | |
|---|---|---|---|---|
| Statement item | Consolidated statement | Parent Company’s | Consolidated statement | Parent Company’s |
| statement | statement | |||
| Payments received in | 142,476,562.31 | 28,227,454.47 |
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| advance | ||||
|---|---|---|---|---|
| Contract liabilities | 142,476,562.31 | 28,227,454.4 |
(2) Significant changes of accounting estimates
□ Applicable √ Not applicable
(3) Description on the adjustment of relevant items in the financial statements at the beginning of the year for the first time adoption of the New Revenue Standards and the new leasing standards since 2020
Applicable
Whether to adjust the subjects of the balance sheet at the beginning of the year
√ Yes □ No
Consolidated balance sheet
Unit: RMB
| Item | December 31, 2019 | January 1, 2020 | Adjustment number |
|---|---|---|---|
| Current assets: | |||
| Monetary funds | 703,746,624.42 | 703,746,624.42 |
|
| Settlement reserve | |||
| Lending to banks and | |||
| other financial institutions | |||
| Tradable financial assets | |||
| Derivative financial | |||
| assets | |||
| Notes receivable | 301,904.32 | 301,904.32 |
|
| Accounts receivable | 807,772,897.68 | 807,772,897.68 |
|
| Accounts receivable | |||
| financing | |||
| Prepayments | 14,877,757.16 | 14,877,757.16 |
|
| Premium receivable | |||
| Reinsurance payables |
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| Reinsurance contract | |||
|---|---|---|---|
| reserves receivable | |||
| Other receivables | 8,240,417.99 | 8,240,417.99 |
|
| Including: Interest | |||
| receivable | |||
| Dividends | |||
| receivable | |||
| Financial assets held | |||
| under resale agreements | |||
| Inventory | 986,405,689.17 | 986,405,689.17 |
|
| Contract assets | |||
| Assets held for sale | 57,073,059.69 | 57,073,059.69 |
|
| Non-current assets due | |||
| within one year | |||
| Other current assets | 165,567,805.78 | 165,567,805.78 |
|
| Total current assets | 2,743,986,156.21 | 2,743,986,156.21 |
|
| Non-current assets: | |||
| Loans and advances to | |||
| customers | |||
| Investments in creditor’s | |||
| rights | |||
| Investments in other | |||
| creditor’s rights | |||
| Long-term receivable | |||
| Long-term equity | |||
| investment | |||
| Investment in other | |||
| equity instruments | |||
| Other non-current | |||
| financial assets | |||
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| Investment property | 36,039,381.30 | 36,039,381.30 |
|
|---|---|---|---|
| Fixed assets | 2,921,392,106.87 | 2,921,392,106.87 |
|
| Construction work in | 55,734,236.91 | ||
55,734,236.91 |
|||
| progress | |||
| Productive biological | |||
| assets | |||
| Oil & gas assets | |||
| Right-of-use assets | |||
| Intangible assets | 168,731,781.83 | 168,731,781.83 |
|
| Development expenses | |||
| Goodwill | 64,654.15 | 64,654.15 |
|
| Long-term deferred | 13,686,397.24 | ||
13,686,397.24 |
|||
| expenses | |||
| Deferred income tax | 80,331,080.17 | ||
80,331,080.17 |
|||
| assets | |||
| Other non-current assets | 6,306,028.96 | 6,306,028.96 |
|
| Total non-current assets | 3,282,285,667.43 | 3,282,285,667.43 |
|
| Total assets | 6,026,271,823.64 | 6,026,271,823.64 |
|
| Current liabilities: | |||
| Short-term borrowings | 14,721,492.38 | 14,721,492.38 |
|
| Borrowings from PBC | |||
| Placements from banks | |||
| and other financial | |||
| institutions | |||
| Tradable financial | |||
| liabilities | |||
| Derivative financial | |||
| liabilities | |||
| Notes payable | 202,653,860.31 | 202,653,860.31 |
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| Accounts payable | 578,212,781.22 | 578,212,781.22 |
|
|---|---|---|---|
| Payments received in | 142,476,562.31 | ||
| -142,476,562.31 | |||
| advance | |||
| Contract liabilities | 142,476,562.31 | 142,476,562.31 |
|
| Proceeds from financial | |||
| assets sold under repo | |||
| Customer bank deposits | |||
| and due to banks and other | |||
| financial institutions | |||
| Funds from securities | |||
| trading agency | |||
| Funds from securities | |||
| underwriting agency | |||
| Employee remuneration | 106,413,600.27 | ||
106,413,600.27 |
|||
| payable | |||
| Tax and fees payable | 101,670,618.11 | 101,670,618.11 |
|
| Other payables | 635,834,511.05 | 635,834,511.05 |
|
| Including: Interests | 173,259.89 | ||
173,259.89 |
|||
| payable | |||
| Dividends | 452,536.50 | ||
452,536.50 |
|||
| payable | |||
| Transaction fee and | |||
| commission receivable | |||
| Reinsurance payable | |||
| Liabilities held for sale | |||
| Non-current liabilities | 32,400,000.00 | ||
32,400,000.00 |
|||
| due within one year | |||
| Other current liabilities | |||
| Total current liabilities | 1,814,383,425.65 | 1,814,383,425.65 |
|
| Non-current liabilities: |
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| Insurance contract | |||
|---|---|---|---|
| reserves | |||
| Long-term borrowings | 22,500,000.00 | 22,500,000.00 |
|
| Bonds payable | |||
| Including: Preference | |||
| shares | |||
| Perpetual | |||
| bonds | |||
| Lease liabilities | |||
| Long-term payable | |||
| Long-term employee | |||
| remuneration payable | |||
| Provision | |||
| Deferred income | 82,367,831.33 | 82,367,831.33 |
|
| Deferred income tax | 30,016,107.43 | ||
30,016,107.43 |
|||
| liabilities | |||
| Other non-current | |||
| liabilities | |||
| Total non-current liabilities | 134,883,938.76 | 134,883,938.76 |
|
| Total liabilities | 1,949,267,364.41 | 1,949,267,364.41 |
|
| Owner's equity: | |||
| Share capital | 1,308,891,273.00 | 1,308,891,273.00 |
|
| Other equity instruments | |||
| Including: Preference | |||
| shares | |||
| Perpetual | |||
| bonds | |||
| Capital reserve | 760,731,416.57 | 760,731,416.57 |
|
| Less: Treasury shares | 104,792,649.00 | 104,792,649.00 |
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| Other comprehensive | |||
|---|---|---|---|
| income | |||
| Special reserves | |||
| Surplus reserves | 53,205,582.86 | 53,205,582.86 |
|
| General reserves | |||
| Retained earnings | 2,058,968,835.80 | 2,058,968,835.80 |
|
| Total equity attributable to | 4,077,004,459.23 | ||
| owners of the parent | 4,077,004,459.23 |
||
| company | |||
| Equities of minority | |||
| shareholders | |||
| Total owner's equity | 4,077,004,459.23 | 4,077,004,459.23 |
|
| Total liabilities and owners' | 6,026,271,823.64 | ||
6,026,271,823.64 |
|||
| equities | |||
Description of adjustment
Balance sheet of the Parent Company
Unit: RMB
| Item | December 31, 2019 | January 1, 2020 | Adjustment number |
|---|---|---|---|
| Current assets: | |||
| Monetary funds | 156,202,659.45 | 156,202,659.45 |
|
| Tradable financial assets | |||
| Derivative financial | |||
| assets | |||
| Notes receivable | |||
| Accounts receivable | 127,203,426.87 | 127,203,426.87 |
|
| Accounts receivable | |||
| financing | |||
| Prepayments | 2,565,716.66 | 2,565,716.66 |
|
| Other receivables | 637,511,752.54 | 637,511,752.54 |
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| Including: Interest | |||
|---|---|---|---|
| receivable | |||
| Dividends | |||
| receivable | |||
| Inventory | 84,567,041.98 | 84,567,041.98 |
|
| Contract assets | |||
| Assets held for sale | |||
| Non-current assets due | |||
| within one year | |||
| Other current assets | 129,377,576.74 | 129,377,576.74 |
|
| Total current assets | 1,137,428,174.24 | 1,137,428,174.24 |
|
| Non-current assets: | |||
| Investments in creditor’s | |||
| rights | |||
| Investments in other | |||
| creditor’s rights | |||
| Long-term receivable | |||
| Long-term equity | 1,231,245,128.96 | ||
1,231,245,128.96 |
|||
| investment | |||
| Investment in other | |||
| equity instruments | |||
| Other non-current | |||
| financial assets | |||
| Investment property | 18,745,192.09 | 18,745,192.09 |
|
| Fixed assets | 222,724,273.70 | 222,724,273.70 |
|
| Construction work in | 35,260,100.44 | ||
35,260,100.44 |
|||
| progress | |||
| Productive biological | |||
| assets | |||
214
C&S Paper Co., Ltd. Annual Report 2020
| Oil & gas assets | |||
|---|---|---|---|
| Right-of-use assets | |||
| Intangible assets | 21,259,498.66 | 21,259,498.66 |
|
| Development expenses | |||
| Goodwill | |||
| Long-term deferred | |||
| expenses | |||
| Deferred income tax | 18,366,334.29 | ||
18,366,334.29 |
|||
| assets | |||
| Other non-current assets | 4,521,074.21 | 4,521,074.21 |
|
| Total non-current assets | 1,552,121,602.35 | 1,552,121,602.35 |
|
| Total assets | 2,689,549,776.59 | 2,689,549,776.59 |
|
| Current liabilities: | |||
| Short-term borrowings | |||
| Tradable financial | |||
| liabilities | |||
| Derivative financial | |||
| liabilities | |||
| Notes payable | |||
| Accounts payable | 325,506,510.90 | 325,506,510.90 |
|
| Payments received in | 28,227,454.47 | ||
| -28,227,454.47 | |||
| advance | |||
| Contract liabilities | 28,227,454.47 | 28,227,454.47 |
|
| Employee remuneration | 24,280,403.99 | ||
24,280,403.99 |
|||
| payable | |||
| Tax and fees payable | 3,225,793.88 | 3,225,793.88 |
|
| Other payables | 167,279,884.09 | 167,279,884.09 |
|
| Including: Interests | |||
| payable | |||
215
C&S Paper Co., Ltd. Annual Report 2020
| Dividends | 452,536.50 | ||
|---|---|---|---|
452,536.50 |
|||
| payable | |||
| Liabilities held for sale | |||
| Non-current liabilities | |||
| due within one year | |||
| Other current liabilities | |||
| Total current liabilities | 548,520,047.33 | 548,520,047.33 |
|
| Non-current liabilities: | |||
| Long-term borrowings | |||
| Bonds payable | |||
| Including: Preference | |||
| shares | |||
| Perpetual | |||
| bonds | |||
| Lease liabilities | |||
| Long-term payable | |||
| Long-term employee | |||
| remuneration payable | |||
| Provision | |||
| Deferred income | 7,062,818.69 | 7,062,818.69 |
|
| Deferred income tax | 5,575,323.82 | ||
5,575,323.82 |
|||
| liabilities | |||
| Other non-current | |||
| liabilities | |||
| Total non-current liabilities | 12,638,142.51 | 12,638,142.51 |
|
| Total liabilities | 561,158,189.84 | 561,158,189.84 |
|
| Owner's equity: | |||
| Share capital | 1,308,891,273.00 | 1,308,891,273.00 |
|
| Other equity instruments |
216
C&S Paper Co., Ltd. Annual Report 2020
| Including: Preference | |||
|---|---|---|---|
| shares | |||
| Perpetual | |||
| bonds | |||
| Capital reserve | 690,241,724.38 | 690,241,724.38 |
|
| Less: Treasury shares | 104,792,649.00 | 104,792,649.00 |
|
| Other comprehensive | |||
| income | |||
| Special reserves | |||
| Surplus reserves | 53,084,248.58 | 53,084,248.58 |
|
| Retained earnings | 180,966,989.79 | 180,966,989.79 |
|
| Total owner's equity | 2,128,391,586.75 | 2,128,391,586.75 |
|
| Total liabilities and owners' | 2,689,549,776.59 | ||
2,689,549,776.59 |
|||
| equities | |||
Explanation of adjustment
(4) Description on the retrospective adjustment of previous comparable data at the first time adoption of the new Revenue Standards and the new leasing standards in 2020
□ Applicable √ Not applicable
45. Others: None
VI. Taxes
1. Main tax types and tax rates
| Tax | Tax basis | Tax rate |
|---|---|---|
| Value-added tax | Taxable VAT (calculated based on the difference of | |
| deducting the amount of input tax which is allowed to be | ||
13% |
||
| deducted in the current period from the result of | ||
| multiplying taxable sales by applicable tax rate) |
217
C&S Paper Co., Ltd. Annual Report 2020
| City construction and maintenance tax | Turnover tax paid |
5%, 7% |
|---|---|---|
| Corporate income tax | Taxable income |
15%, 16.5%, 20%, 25%, |
| progressive rate | ||
| Education surcharges | Turnover tax paid |
3% |
| Local education surcharges | Turnover tax paid |
1.5%, 2% |
Description of disclosure if different income tax rates apply to different corporate taxpayers
| Name of taxpayer | Income tax rate |
|---|---|
| C&S Paper Co., Ltd., Zhongshan Zhongshun Trading Co., Ltd., C&S (Hubei) Paper Co., Ltd., | 25% |
| Xiaogan C&S Trading Co., Ltd., Zhejiang Zhongshun Paper Co., Ltd., Chengdu Zhongshun Paper | |
| Co., Ltd., Hangzhou Jie Rou Trading Co., Ltd., Beijing C&S Paper Co., Ltd., and Sun Daily | |
| Necessities Co., Ltd. | |
| C&S (Zhongshan) Paper Co., Ltd., C&S (Dazhou) Paper Co., Ltd., Shanghai Huicong Paper Co., Ltd., | 20% |
| and C&S (Yunfu) Trading Co., Ltd. | |
| Zhong Shun International Co., Ltd., and C&S Hong Kong Co., Ltd. (Note 1) | 16.50% |
| Jiangmen Zhongshun Paper Co., Ltd., C&S (Sichuan) Paper Co., Ltd., and C&S (Yunfu) Paper Co., | 15% |
| Ltd. | |
| C&S (Macao) Co., Ltd. (Note 2) | Progressive rate |
2. Tax incentive
Jiangmen Zhongshun Paper Co., Ltd. was certified as a high-tech enterprise of Guangdong Province in 2018, and was awarded the Certificate of High-tech Enterprise (No. GR201844008474) on November 28, 2018, with a valid term of three years. Therefore, the corporate income tax is calculated at a tax rate of 15% in 2020.
C&S (Sichuan) Paper Co., Ltd. was certified as a high-tech enterprise of Sichuan Province in 2020, and was awarded the Certificate of High-tech Enterprise (No. GR202051001193) on September 11, 2020, with a valid term of three years. Therefore, the corporate income tax is calculated at a tax rate of 15% in 2020.
C&S (Yunfu) Paper Co., Ltd. was certified as a high-tech enterprise of Guangdong Province in 2020, and was awarded the Certificate of High-tech Enterprise (No. GR202044006774) on December 9, 2020, with a valid term of three years. Therefore, the corporate income tax is calculated at a tax rate of 15% in 2020.
In accordance with relevant provisions of the Announcement of the State Administration of Taxation on Issues Concerning the Implementation of the Inclusive Income Tax Deduction and Exemption Policies for Small Low-profit Enterprises (STA Doc. [2019] No. 2), the policy on inclusive income tax deduction and exemption for
218
C&S Paper Co., Ltd. Annual Report 2020
small low-profit enterprises is applicable to C&S (Zhongshan) Paper Co., Ltd., C&S (Dazhou) Paper Co., Ltd., Shanghai Huicong Paper Co., Ltd., and C&S (Yunfu) Trading Co., Ltd. in 2020. To be specific, the annual taxable income of these enterprises that is not more than RMB1 million shall be included in their taxable income at the reduced rate of 25%, with the applicable corporate income tax rate of 20%; and the annual taxable income that is not less than RMB1 million nor more than RMB3 million shall be included in their taxable income at the reduced rate of 50%, with the applicable enterprise income tax rate of 20%.
3. Others
Note 1: C&S Hong Kong Co., Ltd. is a Hong Kong-based company incorporated according to the laws of Hong Kong, and adopts the tax laws thereof. The tax rate for its income tax is 16.50%;
Note 2: C&S (Macao) Co., Ltd. is a Macao-based company incorporated according to the laws of Macao. Its complementary tax adopts a progressive rate (tax on taxable income that is less than MOP300,000 is exempted, and the taxable income that is more than MOP300,000 is taxed at 12%).
VII. Notes to Items of the Consolidated Financial Statements
1. Monetary fund
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Cash on hand | 36,349.55 | 76,152.38 |
| Bank deposits | 1,047,785,634.71 | 675,589,471.75 |
| Other monetary funds | 77,374,215.30 | 28,081,000.29 |
| Total | 1,125,196,199.56 | 703,746,624.42 |
| Including: Total deposits in overseas | ||
| 99,311,423.25 | 63,089,915.23 |
|
| banks | ||
Other description:
Balance of other monetary funds at the end of the reporting period is the security deposit for issuing letters of credit and bank acceptance bill and balance of Alipay. Refer to "Note VII (81)" for circumstances where ownership of monetary funds is restricted.
219
C&S Paper Co., Ltd. Annual Report 2020
2. Transactional financial assets : None
3. Derivative financial assets : None
4. Notes receivable
(1) Notes receivable presentation by category
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Bank acceptance bill | 724,419.74 | 301,904.32 |
| Total | 724,419.74 | 301,904.32 |
If the bad debt reserve of notes receivable is set aside according to general model of expected credit loss, please
refer to the disclosure method of other receivables to disclose relevant information on bad debt reserve:
□ Applicable √ Not applicable
(2) Bad debt reserve that is set aside, recovered or transferred back in the reporting period
Wherein, the amount of recovered or transferred back bad debt reserve in the reporting period is important:
□ Applicable √ Not applicable
(3) Notes receivable that the Company has pledged at the end of the reporting period: None
(4) Notes receivable that the Company has endorsed or discounted at the end of the reporting period and are not due on the balance sheet date: None
(5) Notes that are transferred to notes receivable because the drawer does not perform the contract at the end of the reporting period: None
Other descriptions:
-
The Company has no pledged notes receivable as at the end of the year.
-
The Company has no derecognized notes receivable that are endorsed or discounted but not due as at the end of the year.
-
The Company has no notes that are transferred to notes receivable because the drawer does not perform the contract as at the end of the year.
220
C&S Paper Co., Ltd. Annual Report 2020
(6) Notes receivable actually written off in the reporting period: None
5. Accounts receivable
(1) Accounts receivable disclosure by category
Unit: RMB
| Balance at the end of the year | Balance at the end of the year | Balance at the end of the year | Balance at the end of the year | Balance at the end of the year | Balance at the beginning of the year | Balance at the beginning of the year | Balance at the beginning of the year | Balance at the beginning of the year | Balance at the beginning of the year | |
|---|---|---|---|---|---|---|---|---|---|---|
| Type | Book balance | Impairment | Book balance | Impairment | ||||||
| provision | Book | provision | ||||||||
| Book value | ||||||||||
| Amount | Percenta | Amount | Provision | value |
Amount | Percentag | Amount | Provision |
||
| ge | ratio | e | ratio | |||||||
| Accounts receivable | ||||||||||
| for which bad debt | 34,567,6 | 10,681,0 |
23,886,58 |
34,567,65 | 10,681,06 |
23,886,582. |
||||
3.17% |
30.90% |
4.11% |
30.90% |
|||||||
| reserve is set aside | 51.21 | 68.59 |
2.62 |
1.21 |
8.59 |
62 |
||||
| individually | ||||||||||
| Including: | ||||||||||
| Accounts receivable | ||||||||||
| for which bad debt | 1,054,95 | 27,415,9 |
1,027,537 |
805,681,1 | 21,794,80 |
783,886,31 |
||||
96.83% |
2.60% |
95.89% |
2.71% |
|||||||
| reserve is set aside in | 3,298.93 | 41.96 |
,356.97 |
15.48 |
0.42 |
5.06 |
||||
| portfolios | ||||||||||
| Including: | ||||||||||
| Portfolio based on | 1,054,95 | 27,415,9 |
1,027,537 |
805,681,1 | 21,794,80 |
783,886,31 |
||||
96.83% |
2.60% |
95.89% |
2.71% |
|||||||
| aging | 3,298.93 | 41.96 |
,356.97 |
15.48 |
0.42 |
5.06 |
||||
| 1,089,52 | 38,097,0 |
1,051,423 ,939.59 |
840,248,7 | 32,475,86 |
807,772,89 7.68 |
|||||
| Total | 100.00% |
3.50% |
100.00% |
3.87% |
||||||
| 0,950.14 | 10.55 |
66.69 |
9.01 |
|||||||
Bad debt reserve set aside individually: 10,681,068.59
Unit: RMB
| Balance at the end of the period | Balance at the end of the period | Balance at the end of the period | Balance at the end of the period | |
|---|---|---|---|---|
| Name | Book balance | Impairment | Provision ratio | Reason for provision |
| provision | ||||
| Institution 1 | 28,279,537.67 | 8,218,072.46 |
29.06% |
It is difficult to recover all goods payments due |
221
C&S Paper Co., Ltd. Annual Report 2020
| to the poor business performance of the | ||||
|---|---|---|---|---|
| customer. | ||||
| It is difficult to recover all goods payments due | ||||
| Institution 2 | 6,288,113.54 | 2,462,996.13 |
39.17% |
to the poor business performance of the |
| customer. | ||||
| Total | 34,567,651.21 | 10,681,068.59 |
-- |
-- |
Bad debt reserve set aside in portfolios: 27,415,941.96
Unit: RMB
| Balance at the end of the period | Balance at the end of the period | Balance at the end of the period | |
|---|---|---|---|
| Name | |||
| Book balance | Impairment provision | Provision ratio | |
| Within the credit period | 900,595,441.14 | 18,011,908.84 |
2.00% |
| Credit period - 1 year | 147,420,485.43 | 7,371,024.27 |
5.00% |
| 1 to 2 years | 2,605,538.69 | 390,830.80 |
15.00% |
| 2 to 3 years | 3,186,429.84 | 955,928.95 |
30.00% |
| 3 to 5 years | 918,309.47 | 459,154.74 |
50.00% |
| Over 5 years | 227,094.36 | 227,094.36 |
100.00% |
| Total | 1,054,953,298.93 | 27,415,941.96 |
-- |
Description of reason for the portfolio:
Accounts receivable with the same aging have similar credit risk characteristics.
If the bad debt reserve of accounts receivable is set aside according to general model of expected credit loss, please refer to the disclosure method of other receivables to disclose relevant information on bad debt reserve: □ Applicable √ Not applicable
Disclose by aging
Unit: RMB
| Aging | Book balance |
|---|---|
| Within 1 year (inclusive) | 1,048,015,926.57 |
| 1 to 2 years | 2,605,538.69 |
222
C&S Paper Co., Ltd. Annual Report 2020
| 2 to 3 years | 3,186,429.84 |
|---|---|
| Over 3 years | 35,713,055.04 |
| 3 to 4 years | 28,542,337.67 |
| 4 to 5 years | 2,795,515.45 |
| Over 5 years | 4,375,201.92 |
| Total | 1,089,520,950.14 |
(2) Bad debt reserve that is set aside, recovered or transferred back
Provision of bad debt reserve of the reporting period:
Unit: RMB
| Type | Balance at the | Amount of change in the reporting period | Amount of change in the reporting period | Amount of change in the reporting period | Amount of change in the reporting period | Balance at the |
|---|---|---|---|---|---|---|
| beginning of the | Provision | Recovery or | Write-off | Others | end of the period | |
| period | reversal | |||||
| Accounts | ||||||
| 32,475,869.01 | 5,735,079.40 |
113,937.86 | 38,097,010.55 | |||
| receivable | ||||||
| Total | 32,475,869.01 | 5,735,079.40 |
113,937.86 | 38,097,010.55 |
Wherein, the amount of recovered or transferred back bad debt reserve in the reporting period is important: None
(3) Accounts receivable actually written off in the reporting period
Unit: RMB
| Item | Write-off amount |
|---|---|
| Accounts receivable actually written off | 113,937.86 |
Description of write-offs of important accounts receivable: None
(4) Top five debtors in closing balance of accounts receivable
Unit: RMB
Name of institution Balance of accounts receivable at Percentage in total balance of Balance for bad debt reserve at
223
C&S Paper Co., Ltd. Annual Report 2020
| the end of the period | accounts receivable at the end of | the end of the period | |
|---|---|---|---|
| the period | |||
| 1st | 289,513,741.56 | 26.57% |
5,790,274.83 |
| 2nd | 118,555,127.86 | 10.88% |
3,789,979.81 |
| 3rd | 59,957,146.79 | 5.50% |
1,659,474.39 |
| 4th | 58,786,865.25 | 5.40% |
1,175,737.31 |
| 5th | 32,383,538.18 | 2.97% |
647,670.76 |
| Total | 559,196,419.64 | 51.32% |
(5) Accounts receivable derecognized due to transfer of financial assets
The Company has no accounts receivable derecognized due to the transfer of financial assets as at the end of the reporting period.
(6) Amounts of assets and liabilities that are formed by the transfer and ongoing involvement of accounts receivable
The Company has no amounts of assets and liabilities that are formed by the transfer and ongoing involvement of accounts receivable as at the end of the reporting period.
Other description: None
6. Accounts receivable financing
Increase and decrease of accounts receivable financing and changes in fair value in the reporting period
□ Applicable √ Not applicable
If the provisions for asset impairment of accounts receivable financing are set aside according to general model of expected credit loss, please refer to the disclosure method of other receivables to disclose relevant information on provisions for asset impairment:
□ Applicable √ Not applicable
7. Prepayments
(1) Prepayments presentation by aging
Unit: RMB
224
C&S Paper Co., Ltd. Annual Report 2020
| Balance at the end of the period | Balance at the end of the period | Balance at the beginning of the period | Balance at the beginning of the period | |
|---|---|---|---|---|
| Aging | ||||
| Amount | Percentage | Amount | Percentage | |
| Within 1 year | 26,819,108.57 | 100.00% |
14,430,801.70 |
97.00% |
| 1 to 2 years | 446,955.46 | 3.00% |
||
| Total | 26,819,108.57 | -- |
14,877,757.16 | -- |
Explanation on the reason of untimely settlement of prepayments whose age exceeds one year with significant amount: None
(2) Top five payees in closing balance of prepayment
The Company’s total prepayment amount of the top five payees in closing balance of prepayment is RMB15,636,993.89, accounting for 58.31% of closing balance of prepayment.
8. Other receivables
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Other receivables | 15,824,945.56 | 8,240,417.99 |
| Total | 15,824,945.56 | 8,240,417.99 |
(1) Interest receivable
1) Classification of interest receivable
2) Significant overdue interest
Other description: None
3) Provision of bad debt reserve
□ Applicable √ Not applicable
225
C&S Paper Co., Ltd. Annual Report 2020
(2) Dividends receivable
1) Classification of dividends receivable: None
2) Significant dividends receivable exceeding one year: None
3) Provision of bad debt reserve
□ Applicable √ Not applicable
Other description: None
(3) Other receivables
1) Classification of other receivables by nature
Unit: RMB
| Book balance at the beginning of the | ||
|---|---|---|
| Nature | Book balance at the end of the period | |
| period | ||
| Margins and deposits | 4,621,457.93 | 4,098,736.90 |
| Current accounts | 5,350,546.55 | 3,395,872.47 |
| Reserve | 1,704,120.13 | 1,621,094.57 |
| Others | 5,999,332.44 | 255,741.34 |
| Total | 17,675,457.05 | 9,371,445.28 |
2) Provision of bad debt reserve
Unit: RMB
| Phase I | Phase II | Phase III | ||
|---|---|---|---|---|
| Expected credit loss | Expected credit losses in | Expected credit losses in | ||
| Bad debt provision | Total | |||
| in the next 12 months | the whole duration (without | the whole duration (with | ||
| credit impairment) | credit impairment) | |||
| Balance as at January 1, | ||||
| 1,131,027.29 | 1,131,027.29 | |||
| 2020 | ||||
| Balance as at January 1, | —— | —— | —— | —— |
226
C&S Paper Co., Ltd. Annual Report 2020
| 2020 in the reporting | ||||
|---|---|---|---|---|
| period | ||||
| Provision in the reporting | ||||
727,073.31 |
727,073.31 | |||
| period | ||||
| Write-off in the reporting | ||||
| 7,589.11 | 7,589.11 | |||
| period | ||||
| Balance as at December | ||||
| 1,850,511.49 | 1,850,511.49 | |||
| 31, 2020 | ||||
Description of changes in the book balance where there are significant changes in provision for the current period
□ Applicable √ Not applicable
Disclosure by aging
Unit: RMB
| Aging | Book balance |
|---|---|
| Within 1 year (inclusive) | 13,675,426.56 |
| 1 to 2 years | 1,463,727.95 |
| 2 to 3 years | 2,172,174.66 |
| Over 3 years | 364,127.88 |
| 3 to 4 years | 109,354.05 |
| 4 to 5 years | 27,844.60 |
| Over 5 years | 226,929.23 |
| Total | 17,675,457.05 |
3) Bad debt reserve that is set aside, recovered or transferred back in the reporting period
Provision of bad debt reserve of the reporting period:
Unit: RMB
| Balance at the | Amount of change in the reporting period |
Amount of change in the reporting period |
Amount of change in the reporting period |
Amount of change in the reporting period |
||
|---|---|---|---|---|---|---|
| Balance at the end of the period |
||||||
| Category | beginning of | Provision | Recovery or | Write-off | Others | |
| the period | reversal | |||||
| Other receivables | 1,131,027.29 | 727,073.31 |
7,589.11 | 1,850,511.49 |
227
C&S Paper Co., Ltd. Annual Report 2020
Total 1,131,027.29 727,073.31 7,589.11 1,850,511.49
4) Other receivables actually written off in the reporting period
Unit: RMB
| Item | Write-off amount |
|---|---|
| Other receivables actually written off | 7,589.11 |
Description on the write-offs of other receivables: None
5) Top five debtors in closing balance of other accounts receivable
Unit: RMB
| Percentage in total | |||||
|---|---|---|---|---|---|
| Balance of bad debt | |||||
Balance at the end of |
balance of other | ||||
| Name of institution | Nature of the amount | Aging |
reserve at the end of | ||
the period |
receivables at the | ||||
| the period | |||||
| end of the period | |||||
| 1st | Others | 5,431,871.82 | Within 1 year |
30.73% | 271,593.59 |
| 2nd | Margins and deposits | 1,100,000.00 |
2-3 years |
6.22% | 330,000.00 |
| Margins and deposits | 1-2 years, over 5 |
||||
| 3rd | 786,229.23 |
4.45% | 276,229.23 |
||
years |
|||||
| Margins and deposits | Within 1 year, 2-3 |
||||
| 4th | 650,000.00 |
3.68% | 182,500.00 |
||
years |
|||||
Within 1 year , 1-2 |
|||||
| 5th | Others | 381,138.93 | 2.16% | 31,582.19 |
|
years |
|||||
| Total | -- | 8,349,239.98 | -- |
47.24% | 1,091,905.01 |
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C&S Paper Co., Ltd. Annual Report 2020
6) Receivables involving government grants: None
7) Other receivables derecognized due to the transfer of financial assets: None
8) Amount of assets and liabilities that are formed by the transfer and ongoing involvement of other receivables: None
9. Inventory
Whether the Company needs to comply with requirements for disclosure in the real estate industry: No
(1) Classification of inventories
Unit: RMB
| Balance at the end of the period | Balance at the end of the period | Balance at the end of the period | Balance at the beginning of the period | Balance at the beginning of the period | Balance at the beginning of the period | |
|---|---|---|---|---|---|---|
| Provision for | Provision for | |||||
| impairment of | impairment of | |||||
| Item | ||||||
| inventories or | inventories or | |||||
| Book balance | Book value | Book balance | Book value | |||
| provision for | provision for | |||||
| contract | contract | |||||
| performance cost | performance cost | |||||
| Raw materials | 1,148,312,808.05 | 133,039.11 |
1,148,179,768.94 |
524,569,054.30 |
11,942.85 |
524,557,111.45 |
| Work-in-process | ||||||
| 40,777,441.76 | 306,847.08 |
40,470,594.68 |
47,577,009.45 |
357,365.13 |
47,219,644.32 |
|
| products | ||||||
| Commodity | ||||||
| 410,313,722.29 | 2,738,280.52 |
407,575,441.77 |
375,752,356.14 |
1,562,936.40 |
374,189,419.74 |
|
| stocks | ||||||
| Packages | 32,644,525.84 | 145,489.07 |
32,499,036.77 |
24,152,524.80 |
154,311.71 |
23,998,213.09 |
| Low-value | ||||||
| 13,889,922.62 | 529,767.94 |
13,360,154.68 |
11,353,098.88 |
675,834.25 |
10,677,264.63 |
|
| consumables | ||||||
| Materials for | ||||||
| consigned | 19,189,498.48 | 19,189,498.48 | 5,764,035.94 |
5,764,035.94 | ||
| processing | ||||||
| Total | 1,665,127,919.04 | 3,853,423.72 |
1,661,274,495.32 | 989,168,079.51 |
2,762,390.34 |
986,405,689.17 |
229
C&S Paper Co., Ltd. Annual Report 2020
(2) Provision for impairment of inventories or provision for contract performance cost
Unit: RMB
| Balance at the | Increase in the current period | Increase in the current period | Decrease in the current period | Decrease in the current period | ||
|---|---|---|---|---|---|---|
| Balance at the | ||||||
| Item | beginning of the | Provision | Others | Reversal or | Others | |
| end of the period | ||||||
| period | written off | |||||
| Raw materials | 11,942.85 | 346,679.55 |
225,583.29 | 133,039.11 | ||
| Work-in-process | ||||||
| 357,365.13 | 522,955.12 |
573,473.17 | 306,847.08 | |||
| products | ||||||
| Commodity | ||||||
| 1,562,936.40 | 2,872,026.41 |
1,696,682.29 | 2,738,280.52 | |||
| stocks | ||||||
| Packages | 154,311.71 | 272,785.17 |
281,607.81 | 145,489.07 | ||
| Low-value | ||||||
| 675,834.25 | 625,420.70 |
771,487.01 | 529,767.94 | |||
| consumables | ||||||
| Total | 2,762,390.34 | 4,639,866.95 |
3,548,833.57 | 3,853,423.72 |
(3) Explanation that balance of inventory at the end of the reporting period includes amount of capitalization of borrowing costs
(4) Explanation on amortized amount of contract performance cost in the reporting period
10. Contract assets
If the bad debt reserve of contrast assets is set aside according to general model of expected credit loss, please
refer to the disclosure method of other receivables to disclose relevant information on bad debt reserve:
□ Applicable √ Not applicable
Provision for impairment of contract assets in the reporting period
Other description: None
11. Assets held for sale
Unit: RMB
Item Book balance at the Impairmen Book value at Fair value Estimated Estimated
230
C&S Paper Co., Ltd. Annual Report 2020
| end of the period | t provision | the end of the |
disposal fee | disposal time | ||
|---|---|---|---|---|---|---|
| period | ||||||
| Immovable assets of the old | ||||||
| December 31, | ||||||
| factory of Hubei C&S | 57,073,059.69 | 57,073,059.69 | 66,285,118.00 |
|||
| 2020 | ||||||
| (including land use rights) | ||||||
| Total | 57,073,059.69 | 57,073,059.69 | 66,285,118.00 |
-- |
Other description:
In December 2019, in order to boost the investment and construction of Phase II of the high-end household paper project in the industrial zone in the Economic Development Area of Xiaonan District, Xiaogan City, the Company signed an agreement on the acquisition of the immovable assets in the old factory of Hubei C&S (including land use rights) upon consultation with Xiaonan District People's Government of Xiaogan City. The Company believed that the immovable assets of the old factory of Hubei C&S (including land use rights) could be sold immediately in the current situation, according to similar transactions where such assets were sold. The Company signed a binding purchase agreement with Xiaogan Changxing Investment Co., Ltd. and Xiaonan District People's Government of Xiaogan City regarding the transfer of such assets in December 2019. The Agreement contained important terms and conditions including the price and time of the transaction as well as penalty for breach of contract that was strict enough. Therefore, there is little possibility for the agreement to be significantly changed or canceled. The Company originally estimated that the ultimate transfer would be completed before December 2020. However, under the impact of the Covid-19 pandemic in 2020, the government shifted its focus to anti-pandemic work with people’s interests above everything else. Especially, Xiaogan City of Hubei Province was one of the hardest-hit areas, so the government has put all efforts in the fight against the virus and post-pandemic economic rejuvenation. As a result, it was unable to pay all asset transfer amount within the agreed period. As of the reporting date, the Company has received most of the asset transfer payment (RMB58.14 million).
12. Non-current assets due within one year: None
13. Other current assets
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Reverse repos of treasury bonds | 87,105,000.00 | |
| Wealth management products | 50,000,000.00 | 40,000,000.00 |
| Input VAT to be deducted | 51,550,834.13 | 32,822,256.90 |
231
C&S Paper Co., Ltd. Annual Report 2020
| Prepaid corporate income tax | 33,735.17 | 5,640,548.88 |
|---|---|---|
| Total | 101,584,569.30 | 165,567,805.78 |
Other description: None
14. Investments in creditor's rights
Provisions for asset impairment
Description of changes in the book balance where there are significant changes in provision for the current period
□ Applicable √ Not applicable
Other description: None
15. Other investments in creditor's rights
Description of changes in the book balance where there are significant changes in provision for the current period
□ Applicable √ Not applicable
Other description: None
16. Long-term receivables
(1) Long-term receivables
Description of changes in the book balance where there are significant changes in provision for the current period □ Applicable √ Not applicable
(2) Long-term receivables derecognized due to the transfer of financial assets
(3) Amounts of assets and liabilities that are formed by the transfer and ongoing involvement of long-term receivables
Other description: None
232
C&S Paper Co., Ltd. Annual Report 2020
17. Long-term equity investment: None
18. Investment in other equity instruments: None
19. Other non-current financial assets: None
20. Investment property
(1) Investment property measured at cost
√ Applicable □ Not applicable
Unit: RMB
| Properties and | Land use rights | Construction work in | Total | |
|---|---|---|---|---|
| Item | ||||
| buildings | progress | |||
| I. Original Book Value | ||||
| 1. Balance at the | ||||
| 31,142,650.03 | 21,661,131.29 |
52,803,781.32 | ||
| beginning of the period | ||||
| 2. Increase in the | ||||
| current period | ||||
| (1) External purchase | ||||
| (2) Inventory\fixed | ||||
| assets\transfer from | ||||
| construction work in | ||||
| progress | ||||
| (3) Increase in | ||||
| business combination | ||||
| 3. Decrease in the | ||||
| 70,017.11 | 70,017.11 | |||
| current period | ||||
| (1) Disposal | 70,017.11 | 70,017.11 | ||
| (2) Other transfers out | ||||
| 4. Balance at the end | ||||
| 31,072,632.92 | 21,661,131.29 |
52,733,764.21 | ||
| of the period | ||||
233
C&S Paper Co., Ltd. Annual Report 2020
| II. Accumulated | ||||
|---|---|---|---|---|
| Depreciation and | ||||
| Amortization | ||||
| 1. Balance at the | ||||
| 11,923,174.46 | 4,841,225.56 |
16,764,400.02 | ||
| beginning of the period | ||||
| 2. Increase in the | ||||
| 1,100,254.54 | 321,695.40 |
1,421,949.94 | ||
| current period | ||||
| (1) Provision or | ||||
| 1,100,254.54 | 321,695.40 |
1,421,949.94 | ||
| amortization | ||||
| 3. Decrease in the | ||||
| 27,951.69 | 27,951.69 | |||
| current period | ||||
| (1) Disposal | 27,951.69 | 27,951.69 | ||
| (2) Other transfers out | ||||
| 4. Balance at the end | ||||
| 12,995,477.31 | 5,162,920.96 |
18,158,398.27 | ||
| of the period | ||||
| III. Impairment Provision | ||||
| 1. Balance at the | ||||
| beginning of the period | ||||
| 2. Increase in the | ||||
| current period | ||||
| (1) Provision | ||||
| 3. Decrease in the | ||||
| current period | ||||
| (1) Disposal | ||||
| (2) Other transfers out | ||||
| 4. Balance at the end | ||||
| of the period | ||||
| IV. Book Value | ||||
| 1. Book value at the | 34,575,365.94 | |||
| 18,077,155.61 | 16,498,210.33 |
|||
| end of the period | ||||
234
C&S Paper Co., Ltd. Annual Report 2020
| 2. Book value at the | 36,039,381.30 | |||
|---|---|---|---|---|
| 19,219,475.57 | 16,819,905.73 |
|||
| beginning of the period | ||||
(2) Investment property measured at fair value
□ Applicable √ Not applicable
(3) Investment property that the certificate of title has not been issued
The Company does not have investment property that the certificate of title has not been issued as at the end of the year.
21. Fixed assets
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Fixed assets | 2,792,587,302.21 | 2,921,392,106.87 |
| Total | 2,792,587,302.21 | 2,921,392,106.87 |
(1) Information on fixed assets
Unit: RMB
| Item | Properties and | Equipment | Office equipment | Motor vehicles | Production | Total |
|---|---|---|---|---|---|---|
| buildings | equipment | |||||
| I. Original Book | ||||||
| Value | ||||||
| 1. Balance at | ||||||
| the beginning of | 1,055,604,437.13 | 2,958,625,080.21 |
47,464,949.76 |
15,446,847.51 |
69,259,291.88 |
4,146,400,606.49 |
| the period | ||||||
| 2. Increase | ||||||
| in the current | 66,939,711.30 | 97,821,291.65 |
10,951,427.25 |
1,740,223.44 |
10,081,107.77 |
187,533,761.41 |
| period | ||||||
| (1) Purchase | 2,143,089.37 | 10,203,739.83 |
1,740,223.44 |
5,832,610.78 |
19,919,663.42 |
|
| (2) | 66,939,711.30 | 95,678,202.28 |
747,687.42 |
4,248,496.99 | 167,614,097.99 |
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C&S Paper Co., Ltd. Annual Report 2020
| Inventory\fixed | ||||||
|---|---|---|---|---|---|---|
| assets\transfer | ||||||
| from construction | ||||||
| work in progress | ||||||
| (3) Increase | ||||||
| in business | ||||||
| combination | ||||||
| 3. Decrease in | ||||||
| 2,521,774.14 | 41,693,285.43 |
3,733,832.28 |
48,290.60 | 47,997,182.45 |
||
| the current period | ||||||
| (1) Disposal | ||||||
| 2,521,774.14 | 41,693,285.43 |
3,733,832.28 |
48,290.60 | 47,997,182.45 |
||
| or scrap | ||||||
| 4. Balance at | ||||||
| the end of the | 1,120,022,374.29 | 3,014,753,086.43 |
54,682,544.73 |
17,187,070.95 |
79,292,109.05 |
4,285,937,185.45 |
| period | ||||||
| II. Accumulated | ||||||
| Depreciation | ||||||
| 1. Balance at | ||||||
| the beginning of | 190,985,787.16 | 952,947,310.00 |
22,508,285.71 |
7,191,366.34 |
32,365,697.61 |
1,205,998,446.82 |
| the period | ||||||
| 2. Increase in | ||||||
| 40,086,159.01 | 236,975,142.10 |
6,815,097.93 |
1,268,020.74 |
9,300,712.53 |
294,445,132.31 |
|
| the current period | ||||||
| (1) Provision | 40,086,159.01 |
236,975,142.10 |
6,815,097.93 |
1,268,020.74 |
9,300,712.53 |
294,445,132.31 |
| 3. Decrease in | ||||||
| 444,915.23 | 19,780,749.33 |
3,299,420.35 |
37,666.72 | 23,562,751.63 |
||
| the current period | ||||||
| (1) Disposal | ||||||
| 444,915.23 | 19,780,749.33 |
3,299,420.35 |
37,666.72 | 23,562,751.63 |
||
| or scrap | ||||||
| 4. Balance at | ||||||
| the end of the | 230,627,030.94 | 1,170,141,702.77 |
26,023,963.29 |
8,459,387.08 |
41,628,743.42 |
1,476,880,827.50 |
| period | ||||||
| III. Impairment |
236
C&S Paper Co., Ltd. Annual Report 2020
| Provision | ||||||
|---|---|---|---|---|---|---|
| 1. Balance at | ||||||
| the beginning of | 18,970,596.52 | 29,332.40 |
10,123.88 | 19,010,052.80 |
||
| the period | ||||||
| 2. Increase in | ||||||
| 14,186,655.02 | 1,219.51 |
51,865.96 | 14,239,740.49 |
|||
| the current period | ||||||
| (1) Provision | 14,186,655.02 | 1,219.51 |
51,865.96 | 14,239,740.49 |
||
| 3. Decrease in | ||||||
| 16,741,281.27 | 29,332.40 |
10,123.88 | 16,780,737.55 |
|||
| the current period | ||||||
| (1) Disposal | ||||||
| 16,741,281.27 | 29,332.40 |
10,123.88 | 16,780,737.55 |
|||
| or scrap | ||||||
| 4. Balance at | ||||||
| the end of the | 16,415,970.27 | 1,219.51 |
51,865.96 | 16,469,055.74 |
||
| period | ||||||
| IV. Book Value | ||||||
| 1.Book value | ||||||
| at the end of the | 889,395,343.35 | 1,828,195,413.39 |
28,657,361.93 |
8,727,683.87 |
37,611,499.67 |
2,792,587,302.21 |
| period | ||||||
| 2.Book value | ||||||
| at the beginning | 864,618,649.97 | 1,986,707,173.69 |
24,927,331.65 |
8,255,481.17 |
36,883,470.39 |
2,921,392,106.87 |
| of the period |
(2) Information on temporarily idle fixed assets
Unit: RMB
| Item | Original book value | Accumulated | Impairment | Book value | Remarks |
|---|---|---|---|---|---|
| depreciation | provision | ||||
| Equipment | 34,175,187.87 | 16,895,212.30 |
16,415,970.27 |
864,005.30 |
|
| Office equipment | 6,001.36 | 4,561.85 |
1,219.51 |
220.00 |
|
| Production | |||||
| 182,633.33 | 130,267.37 |
51,865.96 |
500.00 |
||
| equipment | |||||
237
C&S Paper Co., Ltd. Annual Report 2020
Total 34,363,822.56 17,030,041.52 16,469,055.74 864,725.30
(3) Fixed assets acquired through finance lease: None
(4) Fixed assets leased through operating lease: None
(5) Fixed assets that the certificate of title has not been issued
Unit: RMB
| Item | Book value | Reasons for the certificate of title having |
|---|---|---|
| not been issued | ||
| Workshops of Zhejiang C&S | 3,741,710.06 | Processing |
| Plants and warehouses of Tangshan Branch | 46,916,577.15 |
Processing |
| Workshops, warehouses, and dormitories | Processing |
|
| 148,272,896.93 | ||
| of Hubei C&S | ||
| Total | 198,931,184.14 |
Other description
There was no limitation on the ownership of fixed assets of the Company at the end of the reporting period.
(6) Disposal of fixed assets
Other description: None
22. Construction work in process
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Construction work in process | 275,904,617.95 | 55,734,236.91 |
| Total | 275,904,617.95 | 55,734,236.91 |
(1) Construction work in progress
Unit: RMB
Project Balance at the end of the period Balance at the beginning of the period
238
C&S Paper Co., Ltd. Annual Report 2020
| Book balance | Impairment | Book value | Book balance | Impairment | Book value | |
|---|---|---|---|---|---|---|
| provision | provision | |||||
| Construction | ||||||
| work of Tangshan | 35,260,100.44 | 35,260,100.44 | ||||
| Branch | ||||||
| Construction | ||||||
| work of Jiangmen | 1,028,646.43 | 1,028,646.43 | 8,149,431.17 |
8,149,431.17 | ||
| C&S | ||||||
| Construction | ||||||
| work of Yunfu | 24,342,285.15 | 24,342,285.15 | 6,611,423.72 |
6,611,423.72 | ||
| C&S | ||||||
| Construction | ||||||
| work of Hubei | 244,523,934.15 | 244,523,934.15 | 5,219,006.80 |
5,219,006.80 | ||
| C&S | ||||||
| Construction | ||||||
| work of Zhejiang | 249,608.17 | 249,608.17 | 494,274.78 |
494,274.78 | ||
| C&S | ||||||
| Construction | ||||||
| work of Sichuan | 5,760,144.05 | 5,760,144.05 | ||||
| C&S | ||||||
| Total | 275,904,617.95 | 275,904,617.95 | 55,734,236.91 |
55,734,236.91 |
(2) Changes of significant construction work in progress in the current period
Unit: RMB
| Budget | Balance |
Increase | Amount | Decrease | Balance |
Proporti | Construc | Accumul | Includin | Interest | Source | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| number | at the |
in the | of fixed | in the | at the | on of the | tion |
ative | g: |
capitaliz | of fund | |
| beginnin g of the year |
current | assets | current | end of | cumulati | progress | amount | Amount a |
tion rate | |||
| Project | period | transferr |
period | the year |
ve | of | of | in the | ||||
| ed in the | construct | interest | interest | current | ||||||||
| current | ion input | capitaliz | capitaliz | period | ||||||||
| period | in budget | ation | ation in |
239
C&S Paper Co., Ltd. Annual Report 2020
| the | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| period | ||||||||||||
| Construc | ||||||||||||
| tion | ||||||||||||
| 335,775, | 35,260,1 | 20,832,4 | 56,092,5 | |||||||||
| work of | 0.00 | 19.61% |
19.61% |
Others | ||||||||
| 000.00 | 00.44 |
59.99 |
60.43 |
|||||||||
| Tangsha | ||||||||||||
| n Branch | ||||||||||||
| Construc | Others | |||||||||||
| tion | ||||||||||||
| 25,712,3 | 8,149,43 | 17,429,2 | 24,550,0 | 1,028,64 | ||||||||
| work of | 99.48% |
99.48% |
||||||||||
| 78.02 | 1.17 |
22.81 |
07.55 |
6.43 | ||||||||
| Jiangme | ||||||||||||
| n C&S | ||||||||||||
| Construc | Others | |||||||||||
| tion | ||||||||||||
| 101,430, | 6,611,42 | 59,756,1 | 42,025,2 | 24,342,2 | ||||||||
| work of | 76.34% |
76.34% |
||||||||||
| 908.80 | 3.72 |
36.05 |
74.62 |
85.15 | ||||||||
| Yunfu | ||||||||||||
| C&S | ||||||||||||
| Construc | Others | |||||||||||
| tion | ||||||||||||
| 1,353,00 | 5,219,00 | 254,551, | 15,246,4 | 244,523, | ||||||||
| work of | 71.46% |
71.46% |
||||||||||
| 0,000.00 | 6.80 |
411.81 |
84.46 |
934.15 | ||||||||
| Hubei | ||||||||||||
| C&S | ||||||||||||
| Construc | Others | |||||||||||
| tion | ||||||||||||
| 5,540,87 | 494,274. | 5,014,14 | 5,258,81 | 249,608. | ||||||||
| work of | 99.41% |
99.41% |
||||||||||
| 1.83 | 78 |
8.00 |
4.61 |
17 | ||||||||
| Zhejiang | ||||||||||||
| C&S | ||||||||||||
| Construc | Others | |||||||||||
| tion | ||||||||||||
| 30,949,9 | 30,201,1 |
24,440,9 | 5,760,14 | |||||||||
| work of | 0.00 |
97.58% |
97.58% |
|||||||||
| 19.11 | 00.37 |
56.32 |
4.05 | |||||||||
| Sichuan | ||||||||||||
| C&S |
240
C&S Paper Co., Ltd. Annual Report 2020
| 1,852,40 | 55,734,2 | 387,784, | 167,614, | 275,904, | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | -- |
-- | -- | |||||||||
| 9,077.76 | 36.91 |
479.03 |
097.99 |
617.95 | ||||||||
(3) Construction-in-progress provision set aside in the current period
There was no situation where the recoverable amount of the construction work in progress is lower than the book value which required provisions in the Company in the reporting period.
(4) Construction materials
Other description: None
23. Productive biological assets
(1) Productive biological assets measured at cost
□ Applicable √ Not applicable
(2) Productive biological assets measured at fair value
□ Applicable √ Not applicable
24. Oil & gas assets
□ Applicable √ Not applicable
25. Right-of-use assets
Other description: None
26. Intangible assets
(1) Intangible assets
Unit: RMB
241
C&S Paper Co., Ltd. Annual Report 2020
| Land use right | Patent right | Non-patented | Application | Trademark | Total | |
|---|---|---|---|---|---|---|
| Item | ||||||
| technology | software | right | ||||
| I. Original Book Value | ||||||
| 1. Balance at the beginning | ||||||
| 189,064,322.15 | 1,342,721.84 |
12,433,710.50 | 168,370.83 |
203,009,125.32 |
||
| of the period | ||||||
| 2. Increase in the current | ||||||
| 6,385,724.17 | 0.00 |
6,385,724.17 |
||||
| period | ||||||
| (1) Purchase | 6,385,724.17 | 0.00 |
6,385,724.17 |
|||
| (2) Internal R&D | ||||||
| (3) Increase in business | ||||||
| combination | ||||||
| 3. Decrease in the current | ||||||
| period | ||||||
| (1) Disposal | ||||||
| 4. Balance at the end of the | ||||||
| 189,064,322.15 | 1,342,721.84 |
18,819,434.67 | 168,370.83 |
209,394,849.49 |
||
| period | ||||||
| II. Accumulated Amortization | ||||||
| 1. Balance at the beginning | ||||||
| 26,533,474.35 | 790,967.09 |
6,784,531.22 | 168,370.83 |
34,277,343.49 |
||
| of the period | ||||||
| 2. Increase in the current | ||||||
| 2,917,485.79 | 94,269.96 |
2,749,978.01 | 5,761,733.76 | |||
| period | ||||||
| (1) Provision | 2,917,485.79 | 94,269.96 |
2,749,978.01 | 5,761,733.76 | ||
| 3. Decrease in the current | ||||||
| period | ||||||
| (1) Disposal | ||||||
242
C&S Paper Co., Ltd. Annual Report 2020
| 4. Balance at the end of the | ||||||
|---|---|---|---|---|---|---|
| 29,450,960.14 | 885,237.05 |
9,534,509.23 | 168,370.83 |
40,039,077.25 |
||
| period | ||||||
| III. Impairment Provision | ||||||
| 1. Balance at the beginning | ||||||
| of the period | ||||||
| 2. Increase in the current | ||||||
| period | ||||||
| (1) Provision | ||||||
| 3. Decrease in the current | ||||||
| period | ||||||
| (1) Disposal | ||||||
| 4. Balance at the end of the | ||||||
| period | ||||||
| IV. Book Value | ||||||
| 1. Book value at the end of | ||||||
| 159,613,362.01 | 457,484.79 |
9,284,925.44 | 169,355,772.24 | |||
| the period | ||||||
| 2. Book value at the | ||||||
| 162,530,847.80 | 551,754.75 |
5,649,179.28 | 168,731,781.83 | |||
| beginning of the period | ||||||
The intangible assets generated other than internal R&D of the Company at the end of the period occupy 0.00% of the balance of intangible assets.
(2) Information on the land use rights that the certificate of title has not been issued
Other description: None
27. Development expenses
Other description: None
243
C&S Paper Co., Ltd. Annual Report 2020
28. Goodwill
(1) Original book value of goodwill
Unit: RMB
| Increase in the current period | Increase in the current period | Decrease in the current | Decrease in the current | |||
|---|---|---|---|---|---|---|
| Balance at the | period | |||||
| Name of investee or the matters | Balance at the | |||||
| beginning of the | Formed by |
|||||
| forming goodwill | end of the period | |||||
| period | business | Disposal | ||||
| combination | ||||||
| Merger of Zhongshan Jie Rou | ||||||
| Paper involving enterprises not | 64,654.15 | 64,654.15 | ||||
| under common control | ||||||
| Total | 64,654.15 | 64,654.15 |
(2) Provision for impairment of goodwill
Relevant information on the asset group or asset group portfolio in which the goodwill is located
Explain the method to confirm the process of goodwill impairment test, key parameters (e.g. the growth rate in the predictive period when predicting the present value of future cash flow, the growth rate in the stable period, profit rate, discount rate, and predictive period), and the goodwill impairment loss:
After conducting the asset impairment test by combining the goodwill with corresponding asset groups, there was no impairment as at June 30, 2020, and provisions at the end of the reporting period were not set aside.
Influence of the goodwill impairment test
Other description: None
29. Long-term unamortized expenses
Unit: RMB
| Balance at the | |||||
|---|---|---|---|---|---|
| Increase in the | Amortized amount | Balance at the end of | |||
| Item | beginning of the | Other decreases |
|||
| current period | of the current period | the period | |||
| period | |||||
| Use rights of sewage | |||||
| 3,763,858.78 | 1,455,259.85 | 2,308,598.93 | |||
| discharge | |||||
244
C&S Paper Co., Ltd. Annual Report 2020
| Decoration fees of | |||||
|---|---|---|---|---|---|
| 8,942,538.46 | 19,387,140.38 |
5,964,044.63 |
22,365,634.21 | ||
| office buildings | |||||
| Electricity use rights | 980,000.00 | 1,191,750.00 |
210,000.00 |
1,961,750.00 | |
| Total | 13,686,397.24 | 20,578,890.38 |
7,629,304.48 |
26,635,983.14 |
Other description: None
30. Deferred income tax assets/deferred income tax liabilities
(1) Deferred income tax assets that were not offset
Unit: RMB
| Balance at the end of the period | Balance at the end of the period | Balance at the beginning of the period | Balance at the beginning of the period | |
|---|---|---|---|---|
| Item | Deductible temporary | Deferred income tax | Deductible temporary | Deferred income tax |
| differences | assets | differences | assets | |
| Provision for asset | ||||
| 37,236,661.77 | 8,048,641.53 |
33,522,565.26 |
7,354,388.34 |
|
| impairment | ||||
| Unrealized profit in | ||||
| 59,038,241.84 | 11,427,908.55 |
32,400,998.88 |
6,052,001.45 |
|
| internal transaction | ||||
| Deductible loss | 157,221,067.56 | 39,305,266.89 |
133,306,241.56 |
33,326,560.39 |
| Provision for impairment | ||||
| 3,853,423.72 | 702,165.91 |
2,762,390.34 |
535,522.47 |
|
| of inventories | ||||
| Provision for impairment | ||||
| 16,469,055.74 | 2,795,038.08 |
19,010,052.80 |
3,472,180.20 |
|
| of fixed assets | ||||
| Equity incentive cost | 136,647,479.87 | 33,312,991.30 |
73,883,673.67 |
17,319,732.41 |
| Accrued expenses | 60,267,582.48 | 15,066,895.62 |
49,082,779.64 |
12,270,694.91 |
| Deferred income | 2,833,819.12 | 708,454.78 |
||
| Total | 473,567,332.10 | 111,367,362.66 |
343,968,702.15 |
80,331,080.17 |
(2) Deferred income tax liabilities that were not offset
Unit: RMB
245
C&S Paper Co., Ltd. Annual Report 2020
| Balance at the end of the period | Balance at the end of the period | Balance at the beginning of the period | Balance at the beginning of the period | |
|---|---|---|---|---|
| Item | Taxable temporary | Deferred income tax | Taxable temporary | Deferred income tax |
| differences | liabilities | differences | liabilities | |
| Pre-tax deduction of | ||||
| fixed assets at one time | ||||
| 190,069,258.27 | 35,903,653.30 |
152,874,671.45 |
30,016,107.43 |
|
| as stipulated in the tax | ||||
| law | ||||
| Total | 190,069,258.27 | 35,903,653.30 |
152,874,671.45 |
30,016,107.43 |
(3) Presentation of deferred income tax assets or liabilities by the net amount after offset
Unit: RMB
| Offset amount of the | Balance of the deferred | Offset amount of the | Balance of the deferred | |
|---|---|---|---|---|
| deferred income tax | income tax assets or | deferred income tax | income tax assets or | |
| Item | assets and liabilities at | liabilities after offset at | assets and liabilities at | liabilities after offset at |
| the end of the reporting | the end of the reporting | the beginning of the | the beginning of the | |
| period | period | reporting period | reporting period | |
| Deferred income tax | 111,367,362.66 | 80,331,080.17 | ||
| assets | ||||
| Deferred income tax | 35,903,653.30 | 30,016,107.43 | ||
| liabilities | ||||
(4) Breakdown of unconfirmed deferred income tax assets
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Deductible temporary differences | 2,710,860.27 | 84,331.04 |
| Total | 2,710,860.27 | 84,331.04 |
(5) Deductible losses of the unconfirmed deferred income tax assets due in the next year
Other description: None
246
C&S Paper Co., Ltd. Annual Report 2020
31. Other non-current assets
Unit: RMB
| Balance at the end of the period | Balance at the end of the period | Balance at the end of the period | Balance at the beginning of the period | Balance at the beginning of the period | Balance at the beginning of the period | |
|---|---|---|---|---|---|---|
| Item | Book balance | Impairment | Book value | Book balance | Impairment |
Book value |
| provision | provision | |||||
| Prepayment for software | 2,027,042.24 | 2,027,042.24 | 3,326,948.93 |
3,326,948.93 | ||
| Prepayment for engineering equipment | 26,000,909.91 | 26,000,909.91 | 2,979,080.03 |
2,979,080.03 | ||
| Total | 28,027,952.15 | 28,027,952.15 | 6,306,028.96 |
6,306,028.96 |
Other description: None
32. Short-term borrowings
(1) Classification of short-term borrowings
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Guaranteed borrowings | 142,942,941.34 | 14,721,492.38 |
| Total | 142,942,941.34 | 14,721,492.38 |
(2) Short-term borrowings overdue but unpaid
There were no short-term borrowings overdue but unpaid in the Company at the end of the reporting period.
33. Tradable financial liabilities
Other description: None
34. Derivative financial liabilities
Other description: None
35. Notes payable
Unit: RMB
247
C&S Paper Co., Ltd. Annual Report 2020
| Category | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Banker’s acceptance | 234,887,563.22 | 202,653,860.31 |
| Total | 234,887,563.22 | 202,653,860.31 |
The total amount of the notes payable due but unpaid at the end of the reporting period is RMB0.00.
36. Accounts payable
(1) List of accounts payable
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Accounts payable | 761,519,389.26 | 578,212,781.22 |
| Total | 761,519,389.26 | 578,212,781.22 |
(2) Significant accounts payable with aging over one year
The Company has no significant accounts payable with aging over one year in the reporting period.
37. Payments received in advance
(1) List of payments received in advance
(2) Significant payments received in advance with aging over one year
38. Contract liabilities
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Advances on sales | 137,333,617.40 | 142,476,562.31 |
| Total | 137,333,617.40 | 142,476,562.31 |
248
C&S Paper Co., Ltd. Annual Report 2020
39. Employee remuneration payable
(1) List of employee remuneration payable
Unit: RMB
| Balance at the | ||||
|---|---|---|---|---|
| Balance at the beginning | Increase in the current |
Decrease in the | ||
| Item | end of the | |||
| of the period | period | current period | ||
| period | ||||
| I. Short-term Compensation | 106,224,592.83 | 667,758,043.16 |
650,476,516.56 |
123,506,119.43 |
| II. Post-employment Benefits - Defined | ||||
| 189,007.44 | 14,805,067.85 |
14,975,567.61 |
18,507.68 |
|
| Contribution Plan | ||||
| III. Dismissal Benefits | 1,091,053.15 | 1,091,053.15 |
||
| Total | 106,413,600.27 | 683,654,164.16 |
666,543,137.32 |
123,524,627.11 |
(2) List of short-term remuneration
Unit: RMB
| Balance at the | ||||
|---|---|---|---|---|
| Increase in the current | Decrease in the current | Balance at the end of the |
||
| Item | beginning of the | |||
| period | period | period | ||
| period | ||||
| 1. Salary, bonus and subsidy | 105,632,187.56 | 607,176,927.11 |
590,213,332.43 |
122,595,782.24 |
| 2. Employee welfare | 24,566,473.91 | 24,566,473.91 |
||
| 3. Social insurance premiums | 138,180.30 | 18,123,146.79 |
18,008,560.58 |
252,766.51 |
| Including: Medical | ||||
| 123,961.21 | 16,122,317.17 |
15,996,172.85 |
250,105.53 |
|
| insurance | ||||
| Employment injury | ||||
7,474.96 |
453,061.36 |
460,369.26 |
167.06 |
|
| insurance | ||||
| Maternity | ||||
| 6,744.13 | 1,547,768.26 |
1,552,018.47 |
2,493.92 |
|
| insurance | ||||
| 4. Housing provident fund | 235,586.00 | 14,778,764.05 |
14,640,039.05 |
374,311.00 |
| 5. Labor union fee and staff | ||||
| 218,638.97 | 3,112,731.30 |
3,048,110.59 |
283,259.68 |
|
| education fee | ||||
249
C&S Paper Co., Ltd. Annual Report 2020
Total 106,224,592.83 667,758,043.16 650,476,516.56 123,506,119.43
(3) List of defined contribution plans
Unit: RMB
| Balance at the beginning | Increase in the current | Decrease in the current | Balance at the end of the | |
|---|---|---|---|---|
| Item | ||||
| of the period | period | period | period | |
| 1. Basic endowment | ||||
| 182,767.82 | 14,307,295.62 |
14,472,135.90 |
17,927.54 |
|
| insurance | ||||
| 2. Unemployment | ||||
| 6,239.62 | 497,772.23 |
503,431.71 |
580.14 |
|
| insurance | ||||
| Total | 189,007.44 | 14,805,067.85 |
14,975,567.61 |
18,507.68 |
Other description: There was no delinquency of employee remuneration payable in the Company at the end of the reporting period.
40. Tax and fees payable
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Value-added tax | 25,574,167.63 | 40,202,978.00 |
| Corporate income tax | 79,266,423.94 | 53,355,863.46 |
| Individual income tax | 1,840,329.83 | 1,419,250.54 |
| City construction and maintenance tax | 1,593,768.94 | 1,943,704.81 |
| Property tax | 1,087,129.90 | 1,074,531.92 |
| Education surcharges | 829,794.94 | 998,926.69 |
| Local education surcharges | 524,068.91 | 665,951.12 |
| Land use tax | 796,430.89 | 796,430.83 |
| Stamp tax | 596,629.80 | 561,017.55 |
| Disabled security fund | 334,989.76 | 364,478.02 |
| Environmental protection tax | 97,465.13 | 218,414.57 |
| Resource tax | 66,855.20 | 69,070.60 |
250
C&S Paper Co., Ltd. Annual Report 2020
Total 112,608,054.87 101,670,618.11
Other description: None
41. Other payables
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Interest payable | 173,259.89 | |
| Dividend payable | 1,437,466.77 | 452,536.50 |
| Other payables | 753,407,113.32 | 635,208,714.66 |
| Total | 754,844,580.09 | 635,834,511.05 |
(1) Interest payable
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Interest of long-term borrowings with | ||
| interest repayment by installment and | 85,143.46 | |
| principal repayment upon maturity | ||
| Interest payable of short-term borrowings | 88,116.43 | |
| Total | 173,259.89 |
(2) Dividends payable
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Dividends for restricted shares | 1,437,466.77 | 452,536.50 |
| Total | 1,437,466.77 | 452,536.50 |
Other descriptions, including important dividends payable exceeding one year, and the reasons for non-payment that should be disclosed: None
251
C&S Paper Co., Ltd. Annual Report 2020
(3) Other payables
1) Other payables based on amount nature
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Unpaid fees | 658,391,225.24 | 502,706,478.59 |
| Repurchase obligation of restricted shares | 68,800,189.53 | 104,792,649.00 |
| Margins and deposits | 20,964,424.40 | 15,743,185.19 |
| Authorized collection and payment of | ||
| individual income tax under the equity | 2,877,482.40 | 9,354,253.42 |
| incentive | ||
| Others | 2,373,791.75 | 2,612,148.46 |
| Total | 753,407,113.32 | 635,208,714.66 |
2) Other important payables with aging exceeding one year
Unit: RMB
| Item | Balance at the end of the period | Reason for unsettlement or not carry-over |
|---|---|---|
| 1st | 6,323,465.21 | Not yet settled |
| Total | 6,323,465.21 | -- |
Other description: None
42. Liabilities held for sale: None
43. Non-current liabilities due within one year
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Long-term borrowings due within one year | 32,400,000.00 | |
| Total | 32,400,000.00 |
Other description: None
252
C&S Paper Co., Ltd. Annual Report 2020
44. Other current liabilities
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Tax pending changeover | 17,628,086.63 | |
| Total | 17,628,086.63 |
45. Long-term borrowings
(1) List of long-term borrowings
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Guaranteed borrowings | 22,500,000.00 | |
| Total | 22,500,000.00 |
Other descriptions, including the interval of interest rate: None
46. Bonds payable
(1) Bonds payable: None
(2) Changes in the increase and decrease of the bonds payable (excluding other financial instruments such as preference shares and perpetual bonds that are divided into financial liabilities): None
(3) Descriptions of the conditions for converting conditions and time of converting bonds: None
(4) Descriptions of other financial instruments that are divided into financial liabilities
Basic information on other financial instruments in issue at the end of the reporting period, such as the preference shares and perpetual bonds: None
Description of the basis for other financial instruments to be divided into financial liabilities: None
Other description: None
253
C&S Paper Co., Ltd. Annual Report 2020
47. Lease liabilities
Other description: None
48. Long-term payables
(1) Long-term payables listed based on amount nature
Other description: None
(2) Special payables
Other description: None
49. Long-term employee remuneration payable
(1) Table of long-term employee remuneration payable
(2) Changes of the defined benefit plan
Other description: None
50. Projected liabilities
Other descriptions, including description of important assumptions and estimations relevant to significant project liabilities: None
51. Deferred income
Unit: RMB
| Balance at the | |||||
|---|---|---|---|---|---|
| Increase in the | Decrease in the | Balance at the end of | |||
| Item | beginning of the | Reason |
|||
| current period | current period | the period | |||
| period | |||||
Government grants |
|||||
| Government grants | 82,367,831.33 | 42,985,900.00 |
10,252,573.20 |
115,101,158.13 |
|
related to assets |
|||||
| Total | 82,367,831.33 | 42,985,900.00 |
10,252,573.20 |
115,101,158.13 |
-- |
254
C&S Paper Co., Ltd. Annual Report 2020
Projects involving government grants:
Unit: RMB
| Increased | Amount | Amount | Amount of | Other |
||||
|---|---|---|---|---|---|---|---|---|
| amount of | included | included in | offset | change | ||||
| grants in the | in | other | costs in | s | ||||
| Balance at the | Balance at the | |||||||
| current period | non-operat |
income in | the current | Related to |
||||
| Liability item | beginning of | end of the | ||||||
| ing | the current | period | asset/income | |||||
| the period | period | |||||||
| income in | period | |||||||
| the current | ||||||||
| period | ||||||||
| Support funds for sewage | ||||||||
Related to |
||||||||
| centralized water treatment | 1,093,500.00 | 121,500.00 | 972,000.00 | |||||
asset |
||||||||
| project | ||||||||
| Ex-post funds awarded to the | Related to | |||||||
| first batch of the union | asset |
|||||||
| 4,716,165.98 | 634,586.64 | 4,081,579.34 | ||||||
| enterprises for technical | ||||||||
| transformation in 2017 | ||||||||
| Support funds for the | Related to | |||||||
| technical transformation of | 4,447,359.44 | 806,623.44 | 3,640,736.00 | asset |
||||
| equipment production line | ||||||||
| Support funds for enterprise | Related to |
|||||||
| 3,880,000.00 | 660,311.90 | 3,219,688.10 | ||||||
| technical upgrading | asset |
|||||||
| Subsidies for the | Related to | |||||||
| 1,071,436.3 | 30,535,934.0 | |||||||
| infrastructure construction of | 31,607,370.32 | asset |
||||||
| 2 | 0 | |||||||
| new factory in Hubei | ||||||||
| Provincial funds for | Related to | |||||||
| traditional industry | 1,000,000.00 | 89,285.70 | 910,714.30 | asset |
||||
| transformation projects | ||||||||
| Subsidies for the expansion of | Related to | |||||||
| the high-grade household | asset |
|||||||
| 2,066,666.79 | 159,999.96 | 1,906,666.83 | ||||||
| paper project with an annual | ||||||||
| output of 25,000 tons |
255
C&S Paper Co., Ltd. Annual Report 2020
| Discount interest funds for | Related to |
|||||||
|---|---|---|---|---|---|---|---|---|
| 2,633,468.75 | 193,875.00 | 2,439,593.75 | ||||||
| imported equipment | asset |
|||||||
| Financial support funds for | Related to | |||||||
| construction expansion of | asset |
|||||||
| 8,078,701.55 | 625,447.80 | 7,453,253.75 | ||||||
| 25,000-ton high-grade | ||||||||
| household paper project | ||||||||
| Subsidies for "water | Related to | |||||||
| treatment" project | 1,524,940.00 | 155,078.64 | 1,369,861.36 | asset |
||||
| construction | ||||||||
| Subsidies for sewage | Related to |
|||||||
| 3,142,045.43 | 477,272.76 | 2,664,772.67 | ||||||
| treatment station | asset |
|||||||
| Special funds for capacity | Related to | |||||||
| expansion of 25,000-ton | asset |
|||||||
| 2,395,833.26 | 575,000.04 | 1,820,833.22 | ||||||
| high-grade household paper | ||||||||
| project | ||||||||
| Support funds for the | Related to | |||||||
| construction of environmental | 3,351,587.39 | 319,047.60 | 3,032,539.79 | asset |
||||
| protection facilities | ||||||||
| Support funds for equipment | 1,971,248.1 | Related to |
||||||
| 11,438,819.16 | 9,467,571.00 | |||||||
| of Phase II project | 6 | asset |
||||||
| Support funds for the | Related to | |||||||
| 16,172,657.6 | ||||||||
| transformation of Phase I | 3,708,873.26 | 13,063,500.00 |
599,715.61 | asset |
||||
| 5 | ||||||||
| project | ||||||||
| Support funds for the | Related to | |||||||
| 21,188,970.5 | ||||||||
| construction of Automated | 2,162,500.00 | 20,000,000.00 |
973,529.42 | asset |
||||
| 8 | ||||||||
| Storage & Retrieval System | ||||||||
| Project fund for automatic | Related to |
|||||||
| 2,042,400.00 | 652,433.33 | 1,389,966.67 | ||||||
| production line reconstruction | asset |
|||||||
| Subsidy funds for the smart | Related to |
|||||||
| 3,000,000.00 | 166,180.88 | 2,833,819.12 | ||||||
| factory project | asset |
|||||||
| Total | 82,367,831.33 | 42,985,900.00 |
10,252,573. | 115,101,158. |
256
C&S Paper Co., Ltd. Annual Report 2020
20 13
Other description: None
52. Other non-current liabilities
Other description: None
53. Share capital
Unit: RMB
| Increase and decrease of this change (+ and -) | Increase and decrease of this change (+ and -) | Increase and decrease of this change (+ and -) | Increase and decrease of this change (+ and -) | Increase and decrease of this change (+ and -) | |||
|---|---|---|---|---|---|---|---|
| Balance at the | Issuance of | Bonus shares | Shares |
Others | Subtotal | ||
| Balance at the | |||||||
| beginning of the | additional | transferred | |||||
| end of the period | |||||||
| period | shares | from surplus | |||||
| reserve | |||||||
| Total number | 1,308,891,273.00 | 1,311,487,077.00 | |||||
3,610,416.00 |
-1,014,612.00 | 2,595,804.00 |
|||||
| of shares | |||||||
For details about changes in the Company’s share capital in the reporting period, please refer to "1. Development
history of the company in III. Basic Information of the Company of Section XII" for details.
54. Other equity instruments
(1) Basic information on other financial instruments in issue at the end of the reporting period, such as the preference shares and perpetual bonds: None
(2) Table of changes in other financial instruments in issue at the end of the reporting period, such as the preference shares and perpetual bonds
Other description: None
55. Capital reserve
Unit: RMB
| Balance at the beginning | Increase in the current | Decrease in the current | Balance at the end of the | |
|---|---|---|---|---|
| Item | ||||
| of the period | period | period | period | |
257
C&S Paper Co., Ltd. Annual Report 2020
| Capital premium (share | ||||
|---|---|---|---|---|
| 595,936,687.24 | 34,809,136.79 |
3,948,642.06 |
626,797,181.97 |
|
| premium) | ||||
| Other capital reserve | 164,794,729.33 | 120,299,657.28 |
4,885,063.53 |
280,209,323.08 |
| Total | 760,731,416.57 | 155,108,794.07 |
8,833,705.59 |
907,006,505.05 |
Other descriptions, including increase/decrease in the reporting period and reasons of change:
(1) The exercise of stock options awarded in the first grant and the exercise of reserved stock options as per the 2018 Stock Option and Restricted Stock Incentive Plan increased “capital reserve-share premium” by RMB34,809,136.79 and decreased “capital reserve-other capital reserve” by RMB4,885,063.53. The repurchase and deregistration of incentive stocks decreased “capital reserve-other capital reserve” by RMB3,948,642.06.
(2) The Company set aside provision for equity incentive costs and fees in the reporting period and RMB95,705,148.72 was included in "capital reserve - other capital reserve". Difference between the deductible amount before tax under the 2018 Stock Option and Restricted Stock Incentive Plan and recognized book expense was confirmed as deferred income tax asset and RMB24,594,508.56 was included in "capital reserve - other capital reserve".
56. Treasury shares
Unit: RMB
| Balance at the beginning | Increase in the current | Decrease in the current | Balance at the end of the | |
|---|---|---|---|---|
| Item | ||||
| of the period | period | period | period | |
| Restricted shares | 104,792,649.00 | 35,992,459.47 | 68,800,189.53 |
|
| Ordinary shares | 27,680,721.76 | 27,680,721.76 | ||
| Total | 104,792,649.00 | 27,680,721.76 |
35,992,459.47 |
96,480,911.29 |
Other descriptions, including increase/decrease in the reporting period and reasons of change:
Notes: (1) The first unlock period unlocked 5,593,428 shares of first-grant stock options at RMB4.33/share and 765,270 shares of reserved stock options at RMB7.02/share granted under the 2018 Stock Option and Restricted Stock Incentive Plan. Totally RMB29,591,738.64 was included in the decrease of the current period. The total amount of revocable cash dividends of RMB 1,437,466.77 was included in the decrease of the current period.
(2) As some incentive recipients for stocks awarded in the first grant left the Company or failed to pass the appraisal, the Company repurchased and deregistered 802,722 shares with RMB4.33 per share. As some incentive recipients for reserved stocks left the Company or failed to pass the appraisal, the Company repurchased and deregistered 211,890 shares with RMB7.02 per share. Totally 1,014,612 shares were repurchased with an amount of RMB4,963,254.06, which was included in the decrease of the current period.
258
C&S Paper Co., Ltd. Annual Report 2020
- (3) The share repurchase amount of RMB27,680,721.76 was included in the increase of the current period.
57. Other comprehensive income: None
58. Special reserves
Other descriptions, including increase/decrease in the reporting period and reasons of change: None
59. Surplus reserve
Unit: RMB
| Balance at the beginning | Increase in the current |
Decrease in the current | Balance at the end of the | |
|---|---|---|---|---|
| Item | ||||
| of the period | period | period | period | |
| Statutory surplus reserve | 53,205,582.8 | 6 8,263,675.41 |
61,469,258.27 | |
| Total | 53,205,582.8 | 6 8,263,675.41 |
61,469,258.27 |
Explanation of surplus reserves, including increase/decrease in the reporting period and reasons of change: None
60. Retained earnings
Unit: RMB
| Item | Current period | Last period |
|---|---|---|
| Retained earningsbefore adjustment at the end | ||
| 2,058,968,835.80 | 1,490,758,189.02 |
|
| of the last period | ||
| Retained earningsat the beginning of the | 2,058,968,835.80 | |
1,490,758,189.02 |
||
| period after adjustment | ||
| Plus: Net profit attributable to owners of the | ||
| 905,889,081.41 | 603,832,650.83 |
|
| parent company of the current period | ||
| Less: Withdraw of statutory surplus reserve | 8,263,675.41 | 5,900,899.85 |
| Dividends on ordinary shares payable | 97,930,094.41 | 29,721,104.20 |
| Retained earningsat the end of the period | 2,858,664,147.39 | 2,058,968,835.80 |
Details on adjusting retained earnings at the beginning of the period:
(1) As a result of retrospective adjustments according to the Accounting Standards for Business Enterprises and its
related new provisions, the impact on retained earnings at the beginning of the period was RMB0.00.
259
C&S Paper Co., Ltd. Annual Report 2020
-
(2) Due to the changes in accounting policies, the impact on retained earnings at the beginning of the period was RMB0.00.
-
(3) Due to the correction of material accounting errors, the impact on retained earnings at the beginning of the period was RMB0.00.
-
(4) Due to the changes in the scope of combination caused by the same control, the impact on retained earnings at the beginning of the period was RMB0.00.
-
(5) Other adjustments affected retained earnings at the beginning of the period by a total of RMB0.00.
61. Operating income and operating cost
Unit: RMB
| Incurred in the current period | Incurred in the current period | Incurred in the last period | Incurred in the last period | |
|---|---|---|---|---|
| Item | ||||
| Income | Cost | Income | Cost | |
| Principal business | 7,599,908,947.02 | 4,379,376,627.64 |
6,565,754,364.57 |
3,941,747,959.00 |
| Other businesses | 223,619,469.30 | 211,527,412.71 |
69,159,988.11 |
63,673,093.70 |
| Total | 7,823,528,416.32 | 4,590,904,040.35 |
6,634,914,352.68 |
4,005,421,052.70 |
Whether the lower of the audited net profit before and after deduction of non-recurring profits and losses is
negative:
□ Yes √ No
Information related to income:
Unit: RMB
| Contract classification | Branch 1 | Branch 2 | Total | |
|---|---|---|---|---|
| By product type | 7,823,528,416.32 | 7,823,528,416.32 | ||
| Including: | ||||
| Household paper | 7,499,908,172.64 | 7,499,908,172.64 | ||
| Personal care | 100,000,774.38 | 100,000,774.38 | ||
| Others | 223,619,469.30 | 223,619,469.30 | ||
| By operating region | 7,823,528,416.32 | 7,823,528,416.32 | ||
| Including: | ||||
| Domestic | 7,652,670,691.06 | 7,652,670,691.06 |
260
C&S Paper Co., Ltd. Annual Report 2020
| Abroad | 170,857,725.26 | 170,857,725.26 | ||
|---|---|---|---|---|
| Including: | ||||
| Including: | ||||
| Including: | ||||
| Including: | ||||
| Including: | ||||
| Total | 7,823,528,416.32 | 7,823,528,416.32 |
Information related to performance obligation: None
Information related to the transaction price apportioned to the remaining performance obligation:
The amount of income corresponding to the obligations of contract performance with an executed contract that is not performed or fully performed at the end of the reporting period is RMB32,714,606.53, of which the income of RMB32,714,606.53 is expected to be confirmed as income in the year of 2021.
Other description: None
62. Tax and surcharges
Unit: RMB
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| City construction and maintenance tax | 20,149,751.80 | 12,936,585.63 |
| Education surcharges | 9,597,106.24 | 6,897,849.76 |
| Resource tax | 107,367.57 | 111,579.16 |
| Property tax | 9,604,943.14 | 8,636,350.56 |
| Land use tax | 3,492,720.58 | 3,335,708.17 |
| Vehicle and vessel tax | 18,240.00 | 17,355.00 |
| Stamp tax | 6,425,868.35 | 5,715,389.63 |
| Local education surcharges | 6,368,693.14 | 4,593,846.46 |
| Environmental protection tax | 348,227.27 | 571,538.10 |
| Total | 56,112,918.09 | 42,816,202.47 |
Other description: None
261
C&S Paper Co., Ltd. Annual Report 2020
63. Selling expenses
Unit: RMB
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Employee remuneration | 289,793,524.85 | 243,696,299.26 |
| Product promotion fees | 891,673,851.97 | 607,944,031.45 |
| Transportation expenses | 90,696,221.79 | 297,280,743.60 |
| Advertising expenses | 117,926,339.81 | 88,475,224.58 |
| Shopping mall management fees | 101,261,590.30 | 82,659,469.17 |
| Traveling expenses | 24,141,592.40 | 21,502,938.35 |
| Rental fees | 17,791,905.46 | 12,325,145.27 |
| Business entertainment expenses | 2,004,195.01 | 1,682,162.96 |
| Others | 9,273,023.12 | 13,987,829.31 |
| Total | 1,544,562,244.71 | 1,369,553,843.95 |
Other description: None
64. Administrative expenses
Unit: RMB
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Employee remuneration | 123,787,011.29 | 122,518,188.82 |
| Equity incentive cost | 95,705,148.72 | 51,897,249.18 |
| Depreciation and amortization fees | 64,793,200.48 | 48,088,129.24 |
| Office allowance | 28,815,372.03 | 23,650,606.93 |
| Consulting service fees | 11,152,882.86 | 14,358,982.09 |
| Outsourcing warehouse management fees | 13,476,942.90 | 10,775,007.49 |
| Business entertainment expenses | 4,250,313.01 | 4,599,026.44 |
| Traveling expenses | 2,007,217.94 | 4,418,275.25 |
| Environmental protection fees | 2,920,486.57 | 2,504,089.42 |
262
C&S Paper Co., Ltd. Annual Report 2020
| Rental fees | 4,972,311.62 | 2,101,996.13 |
|---|---|---|
| Others | 13,033,456.88 | 9,605,386.36 |
| Total | 364,914,344.30 | 294,516,937.35 |
Other description: None
65. R&D expenses
Unit: RMB
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Employee remuneration | 35,421,883.98 | 30,880,261.59 |
| Direct investment | 123,888,034.21 | 123,639,467.65 |
| Depreciation and amortization fees | 26,261,981.44 | 18,810,812.39 |
| Other expenses | 4,726,733.98 | 3,043,745.71 |
| Total | 190,298,633.61 | 176,374,287.34 |
Other description: None
66. Finance expenses
Unit: RMB
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Interest fees | 2,903,635.12 | 13,452,104.83 |
| Less: interest income | 8,202,097.37 | 3,504,368.80 |
| Exchange profit and loss | -18,603,312.21 | 4,507,136.43 |
| Transaction fee | 5,954,447.70 | 6,987,828.86 |
| Others | -54,219.48 | 33,710.43 |
| Total | -18,001,546.24 | 21,476,411.75 |
Other description: None
67. Other income
Unit: RMB
263
C&S Paper Co., Ltd. Annual Report 2020
| Sources of other income | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Refund of individual income tax | 702,121.74 | |
| Financial support funds allocated by the | ||
| 7,892,985.55 | ||
| bureau of finance | ||
| Subsidies for internship, employment, job | ||
| 6,168,474.94 | ||
| stabilization and training | ||
| Support funds for equipment of Phase II | ||
| 1,971,248.16 | 246,480.84 |
|
| project | ||
| Support policy rewards of the bureau of | ||
| economy, science and information | 1,310,000.00 | |
| technology | ||
| Infrastructure construction subsidies for | ||
| 1,071,436.32 | 535,718.15 |
|
| the new factory of Hubei C&S | ||
| Support funds for the construction of | ||
| 973,529.42 | 150,000.00 |
|
| Automated Storage & Retrieval System | ||
| VAT exemption for employment of retired | ||
| 961,750.00 | 850,100.03 |
|
| soldiers and poor population | ||
| Support funds for equipment and | ||
| 806,623.44 | 228,640.56 |
|
| technology upgrading | ||
| Provincial support funds for enterprise | ||
| 660,311.90 | ||
| technical upgrading | ||
| Reconstruction project of automatic | ||
| 652,433.33 | ||
| production lines | ||
| Ex-post funds awarded to the first batch of | ||
| the union enterprises for the technical | 634,586.64 | 684,763.88 |
| transformation in 2017 | ||
| Partial 2013-2017 financial support funds | ||
| of the Management Committee of | ||
| 625,447.80 | 625,447.83 |
|
| Pengzhou Industrial Development Zone, | ||
| Sichuan Province | ||
| Support funds for the transformation of | 599,715.61 | 74,926.74 |
264
C&S Paper Co., Ltd. Annual Report 2020
| Phase I project | ||
|---|---|---|
| 25,000 tons capacity expansion project of | ||
| 575,000.04 | 575,000.04 |
|
| Tangshan Branch | ||
| Financial support for the sewage treatment | ||
| 477,272.76 | 357,954.57 |
|
| station project of Tangshan Branch | ||
| Special award funds for the restructuring | ||
| 410,000.00 | ||
| of industrial enterprises | ||
| Subsidies of production resumption and | ||
| 320,000.00 | ||
| development under Covid-19 impact | ||
| Support funds for the construction of | ||
| 319,047.60 | 319,047.60 |
|
| environmental protection facilities | ||
| Award for breakthroughs with increases in | ||
| 300,000.00 | ||
| businesses | ||
| Subsidies for supporting enterprises to | ||
| 257,200.00 | ||
| expand import and export scale | ||
| Subsidies for photovoltaic power rooftop | 224,640.00 | |
| Import interest discounts on imported | ||
| 193,875.00 | 193,875.00 |
|
| equipment in 2014 | ||
| Subsidy funds for the smart factory project | 166,180.88 | |
| Special funds for the construction | ||
| expansion of the 25,000-ton household | 159,999.96 | 159,999.96 |
| paper project | ||
| Subsidies for water treatment project | 155,078.64 | 155,078.64 |
| Wage subsidiaries of Hong Kong | 126,835.56 | |
| Financial support for sewage centralized | ||
| 121,500.00 | 121,500.00 |
|
| water treatment project | ||
| Provincial funds for traditional industry | ||
| 89,285.70 | ||
| transformation projects | ||
| Employment subsidies from the epidemic | ||
| 73,156.71 | ||
| prevention and control fund | ||
265
C&S Paper Co., Ltd. Annual Report 2020
| Enterprise assistance funding plan of the | ||
|---|---|---|
| 66,525.00 | ||
| ten billion anti-epidemic fund | ||
| Social security subsidies from the labor | ||
| 53,532.00 | ||
| and employment administration | ||
| Support fund for advanced energy | ||
| conservation and cleaner production in | 30,000.00 | |
| 2020 | ||
| Subsidies for epidemic prevention and | ||
| 24,750.00 | ||
| control | ||
| Energy efficiency special fund 2019 | 20,000.00 | |
| Management system certification rewards | ||
| 10,000.00 | ||
| 2018 | ||
| Subsidies for pandemic prevention system | ||
| building of enterprises by the bureau of | ||
| 9,000.00 | ||
| economy, science, and information | ||
| technology | ||
| One-off subsidy for delayed resumption of | ||
| 7,440.00 | ||
| work | ||
| Subsidies for industrial patents | 3,300.00 | |
| Technical transformation funds of the | ||
| Finance Division, Shuangshui Town, | 6,243,528.93 | |
| Xinhui District, Jiangmen City | ||
| Financial support funds for industry | ||
| collaboration in 2018 from the Finance | 1,677,400.00 | |
| Bureau of Luoding City | ||
| Subsidies for the renovation of coal-fired | ||
| boilers from the Environmental Protection | 800,000.00 | |
| Bureau of Yutian County | ||
| Subsidy funds for high-tech enterprise | ||
| evaluation and certification (cultivation) | 800,000.00 | |
| from the Finance Bureau, Luoding City in |
266
C&S Paper Co., Ltd. Annual Report 2020
| 2018 | ||
|---|---|---|
| Fourth batch of municipal industrial | ||
| development funds in 2019 from the | ||
| 600,000.00 | ||
| Central Treasury Payment Center of | ||
| Pengzhou City | ||
| Tax incremental awards 2018 | 307,100.00 | |
| Provincial subsidies from Pengzhou | ||
| Municipal Bureau of Commerce and | 156,000.00 | |
| Investment Promotion | ||
| Development subsidies for high-tech | ||
| 150,000.00 | ||
| enterprises | ||
| Total | 29,224,284.70 | 16,012,562.77 |
68. Return on investment
Unit: RMB
| Items | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Others | 3,868,134.28 | 333,745.61 |
| Total | 3,868,134.28 | 333,745.61 |
Other description:
"Others" refer to returns on principal-protected wealth management products at maturity and reverse repo of treasury bonds of the Company.
69. Profit of net exposure hedging
Other description: None
70. Income from changes in fair value
Other description: None
71. Credit impairment loss
Unit: RMB
267
C&S Paper Co., Ltd. Annual Report 2020
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Bad debt loss from other receivables | -727,073.31 | -160,682.27 |
| Impairment loss from accounts receivable | -5,735,079.40 | -2,617,879.60 |
| Total | -6,462,152.71 | -2,778,561.87 |
Other description: None
72. Asset impairment loss
Unit: RMB
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| II. Impairment Loss of Inventories and | ||
| -1,623,983.68 | -727,254.87 |
|
| Contract Performance Cost | ||
| V. Impairment Loss of Fixed Assets | -14,239,740.49 | -18,326,205.31 |
| Total | -15,863,724.17 | -19,053,460.18 |
Other description: None
73. Return on disposal of assets
Unit: RMB
| Source | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Disposal of fixed assets | -1,630,681.60 | 198,268.96 |
| Total | -1,630,681.60 | 198,268.96 |
74. Non-operating income
Unit: RMB
| Incurred in the current period | Incurred in the last period |
Amount recognized as profit or | |
|---|---|---|---|
| Item | |||
| loss for the current period | |||
| Profit from damage and | |||
| 147,882.19 | 128,947.02 |
147,882.19 |
|
| retirement of non-current assets | |||
| Including: Fixed assets | 147,882.19 | 128,947.02 |
147,882.19 |
| Intangible assets |
268
C&S Paper Co., Ltd. Annual Report 2020
| Donations accepted | |||
|---|---|---|---|
| Government grants not related | |||
| to daily activities of the | 11,000.00 | 2,410,232.29 |
11,000.00 |
| enterprise | |||
| Income from fine and | |||
| 3,993,312.79 | 1,937,871.09 |
3,993,312.79 |
|
| compensation | |||
| Amounts with no payments | |||
| 614,936.63 | 415,420.52 |
614,936.63 |
|
| required | |||
| Others | 662,538.39 | 959,085.78 |
662,538.39 |
| Total | 5,429,670.00 | 5,851,556.70 |
5,429,670.00 |
Government grants recognized as profit and loss of the current period:
Unit: RMB
| Grants | Issuer | Reaso | Nature and type | Whether | Whether | Amount |
Amount | Related to |
|---|---|---|---|---|---|---|---|---|
| n | the grant | a special | incurred in |
incurred in |
asset/income | |||
| affected | grant | the current | the last |
|||||
| the profit | period | period | ||||||
| and loss of | ||||||||
| the year | ||||||||
| Party | No | No | ||||||
| building | ||||||||
| funds for new | ||||||||
| economic | ||||||||
| Grants received for the | ||||||||
| organizations | Mobile Party | |||||||
| performance of the | ||||||||
| and new | Member | |||||||
| State's function of | ||||||||
| social | Management Service | Related to | ||||||
Grant |
ensuring the supply or | 10,000.00 | ||||||
| organizations | Center of Dongsheng | income | ||||||
| price control of a public | ||||||||
| from the | Town, Zhongshan | |||||||
| utility or socially | ||||||||
| Mobile Party | City | |||||||
| necessary product | ||||||||
| Member | ||||||||
| Management | ||||||||
| Service | ||||||||
| Center of |
269
C&S Paper Co., Ltd. Annual Report 2020
| Dongsheng | ||||||||
|---|---|---|---|---|---|---|---|---|
| Town, | ||||||||
| Zhongshan | ||||||||
| City | ||||||||
| Subsidies for | Grant | No | No | Related to | ||||
| west district | income | |||||||
| Grants received for the | ||||||||
| from the | ||||||||
| performance of the | ||||||||
| Human | ||||||||
| Social Security | State's function of | |||||||
| Resources | ||||||||
| Bureau of | ensuring the supply or | 1,000.00 | ||||||
| and Social | ||||||||
| Zhongshan City | price control of a public | |||||||
| Security | ||||||||
| utility or socially | ||||||||
| Bureau of | ||||||||
| necessary product | ||||||||
| Zhongshan | ||||||||
| City | ||||||||
| Financial | Grant | No | No | Related to | ||||
| support funds | income | |||||||
| for | ||||||||
| enterprises in | Grants received as a | |||||||
| Industrial | ||||||||
| 2015 from | result of compliance | |||||||
| Development Zone | ||||||||
| the Industrial | with local government | |||||||
| Management | ||||||||
| Development | policies such as | 1,295,600.00 | ||||||
| Committee of | ||||||||
| Zone | investment attraction and | |||||||
| Pengzhou City, | ||||||||
| Management | other local support | |||||||
Sichuan Province |
||||||||
| Committee of | policies | |||||||
| Pengzhou | ||||||||
| City, Sichuan | ||||||||
| Province | ||||||||
| Grant | Grants received for the | No | No | Related to | ||||
| Labor and | ||||||||
| performance of the | income | |||||||
| Subsidies for | Employment | |||||||
| State's function of | ||||||||
| stable | Administration of | 252,028.31 | ||||||
| ensuring the supply or | ||||||||
| employment | Pengzhou City, | |||||||
| price control of a public | ||||||||
| Sichuan Province | ||||||||
| utility or socially | ||||||||
270
C&S Paper Co., Ltd. Annual Report 2020
| necessary product | ||||||||
|---|---|---|---|---|---|---|---|---|
| Funds for | Grant | No | No | Related to | ||||
| construction | income | |||||||
| of party | ||||||||
| member | Grants received as a | |||||||
| service center | result of compliance | |||||||
Finance Division of |
||||||||
| from the | with local government | |||||||
| Xiaonan Economic | ||||||||
| Finance | policies such as | 200,000.00 | ||||||
| Development Zone, | ||||||||
| Division of | investment attraction and | |||||||
| Hubei Province | ||||||||
| Xiaonan | other local support | |||||||
| Economic | policies | |||||||
| Development | ||||||||
| Zone, Hubei | ||||||||
| Province | ||||||||
| Subsidies for | Grant | No | No | Related to | ||||
| stable | income | |||||||
| Grants received for the | ||||||||
| employment | ||||||||
| Labor and | performance of the | |||||||
| in 2018 from | ||||||||
Employment |
State's function of | |||||||
| the Labor and | ||||||||
Administration of |
ensuring the supply or | 135,000.00 | ||||||
| Employment | ||||||||
| Xiaonan District, | price control of a public | |||||||
| Administratio | ||||||||
| Xiaogan City | utility or socially | |||||||
| n of Xiaonan | ||||||||
| necessary product | ||||||||
| District, | ||||||||
| Xiaogan City | ||||||||
| Subsidies for | Grant | No | No | Related to | ||||
| enterprise | Grants received for the | income | ||||||
| social | Labor and | performance of the | ||||||
| insurance | Employment | State's function of | ||||||
| from the | Administration of | ensuring the supply or | 128,000.00 | |||||
| Labor and | Xiaonan District, | price control of a public | ||||||
| Employment | Xiaogan City | utility or socially | ||||||
| Administratio | necessary product | |||||||
| n of Xiaonan |
271
C&S Paper Co., Ltd. Annual Report 2020
| District, | ||||||||
|---|---|---|---|---|---|---|---|---|
| Xiaogan City | ||||||||
| Government | No | No | Related to | |||||
| support fund | Grants received as a | income | ||||||
| 2017 from | result of compliance | |||||||
| Bureau of Economy | ||||||||
| the Bureau of | with local government | |||||||
and Information |
Rewar | |||||||
| Economy and | policies such as | 100,000.00 | ||||||
Technology |
d | |||||||
| Information | investment attraction and | |||||||
| Pengzhou City | ||||||||
| Technology | other local support | |||||||
| Pengzhou | policies | |||||||
| City | ||||||||
| Online | Grant | No | No | Related to | ||||
| subsidy in | income | |||||||
| 2017 from | ||||||||
| the Jiaxing | ||||||||
| Jiaxing Port District | ||||||||
| Port District | ||||||||
| (Comprehensive | Grants received as a | |||||||
| (Comprehens | ||||||||
| Free Trade Zone) | result of compliance | |||||||
| ive Free | ||||||||
| Brigade, | with local government | |||||||
| Trade Zone) | ||||||||
| Comprehensive | policies such as | 80,000.00 | ||||||
| Brigade, | ||||||||
| Administrative Law | investment attraction and | |||||||
| Comprehensi | ||||||||
| Enforcement | other local support | |||||||
| ve | ||||||||
| Detachment, Jiaxing | policies | |||||||
| Administrativ | ||||||||
| City | ||||||||
| e Law | ||||||||
| Enforcement | ||||||||
| Detachment, | ||||||||
| Jiaxing City | ||||||||
| Refund of | Grant | Grants received for the | No | No | Related to | |||
| employment | performance of the | income | ||||||
| Social Insurance | ||||||||
| stabilization | State's function of | |||||||
| Bureau of Yutian | 65,312.15 | |||||||
| from Social | ensuring the supply or | |||||||
| County | ||||||||
| Insurance | price control of a public | |||||||
| Bureau of | utility or socially |
272
C&S Paper Co., Ltd. Annual Report 2020
| Yutian | necessary product | |||||||
|---|---|---|---|---|---|---|---|---|
| County | ||||||||
| Subsidies for | Grant | No | No | Related to | ||||
| employment | income | |||||||
| Grants received for the | ||||||||
| stabilization | ||||||||
| Special payment | performance of the | |||||||
| from | ||||||||
| account of | State's function of | |||||||
| Zhongshan | ||||||||
| Zhongshan Human | ensuring the supply or | 41,498.83 | ||||||
| Human | ||||||||
| Resources and Social | price control of a public | |||||||
| Resources | ||||||||
| Security Bureau | utility or socially | |||||||
| and Social | ||||||||
| necessary product | ||||||||
| Security | ||||||||
| Bureau | ||||||||
| Grant | Grants received as a | No | No | Related to | ||||
| Special funds | result of compliance | income | ||||||
| for promoting | with local government | |||||||
Zhongshan Bureau |
||||||||
| the stable | policies such as | 41,093.00 | ||||||
| of Commerce | ||||||||
| growth of | investment attraction and | |||||||
| foreign trade | other local support | |||||||
| policies | ||||||||
| Subsidies for | Grant | No | No | Related to | ||||
| stable | income | |||||||
| Subsidies received for | ||||||||
| employment | ||||||||
| Labor and | the performance of the | |||||||
| from Labor | ||||||||
| Employment | State's function of | |||||||
| and | ||||||||
| Administration of | ensuring the supply or | 32,200.00 | ||||||
| Employment | ||||||||
| Xiaonan District, | price control of a public | |||||||
| Administratio | ||||||||
| Xiaogan City | utility or socially | |||||||
| n of Xiaonan | ||||||||
| necessary product | ||||||||
| District, | ||||||||
| Xiaogan City | ||||||||
| Subsidies for | Grant | Grants received as a | No | No | Related to | |||
| water-saving | Water Authority of | result of compliance | income |
|||||
| 30,000.00 | ||||||||
| enterprises | Yutian County | with local government | ||||||
| from Water | policies such as |
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C&S Paper Co., Ltd. Annual Report 2020
| Authority of | investment attraction and | |||||||
|---|---|---|---|---|---|---|---|---|
| Yutian | other local support | |||||||
| County | policies | |||||||
| Compensatio | Grant | No | No | Related to | ||||
| n for | income | |||||||
| employment | ||||||||
| Grants received for the | ||||||||
| of enterprise | ||||||||
| Labor and | performance of the | |||||||
| employee | ||||||||
| Employment | State's function of | |||||||
| from Labor | ||||||||
| Administration of | ensuring the supply or | 8,000.00 | ||||||
| and | ||||||||
| Xiaonan District, | price control of a public | |||||||
| Employment | ||||||||
| Xiaogan City | utility or socially | |||||||
| Administratio | ||||||||
| necessary product | ||||||||
| n of Xiaonan | ||||||||
| District, | ||||||||
| Xiaogan City | ||||||||
| Unemployme | Grant | No | No | Related to | ||||
| nt insurance | Grants received for the | income | ||||||
| from the | performance of the | |||||||
| Social | Social Insurance | State's function of | ||||||
| Insurance | Fund Administration | ensuring the supply or | 1,500.00 | |||||
| Fund | of Luoding City | price control of a public | ||||||
| Administratio | utility or socially | |||||||
| n of Luoding | necessary product | |||||||
| City | ||||||||
| Total | 11,000.00 | 2,410,232.29 |
Other description: None
75. Non-operating expenses
Unit: RMB
| Incurred in the current period | Incurred in the last period |
Amount recognized as profit or | |
|---|---|---|---|
| Item | |||
| loss of the current period | |||
| External donations | 15,470,536.45 | 741,655.70 |
15,470,536.45 |
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| Loss from damage and | |||
|---|---|---|---|
| 1,497,805.16 | 2,329,261.00 |
1,497,805.16 |
|
| retirement of non-current assets | |||
| Including: Fixed assets | 1,497,805.16 | 2,329,261.00 |
1,497,805.16 |
| Intangible assets | |||
| Others | 3,944,517.51 | 1,250,103.74 |
3,944,517.51 |
| Total | 20,912,859.12 | 4,321,020.44 |
20,912,859.12 |
Other description: None
76. Income tax expenses
(1) Table of income tax expenses
Unit: RMB
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Current income tax expense | 181,314,018.95 | 109,627,747.60 |
| Deferred income tax expense | 1,187,352.52 | 7,538,310.24 |
| Total | 182,501,371.47 | 117,166,057.84 |
(2) Adjustment process of accounting profits and income tax expenses
Unit: RMB
| Item | Incurred in the current period |
|---|---|
| Total profit | 1,088,390,452.88 |
| Income tax expenses calculated at the statutory/applicable tax | |
| 272,097,613.22 | |
| rate | |
| Impacts of different tax rates applied to subsidiaries | -92,418,323.76 |
| Impacts of adjustments to income taxes during the prior period | -17,976,884.62 |
| Impacts of non-deductible costs, expenses and losses | 20,798,966.63 |
| Income tax expenses | 182,501,371.47 |
Other description: None
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77. Other comprehensive income
Please refer to the notes for details.
78. Items of the cash flow statement
(1) Cash received related to other operating activities
Unit: RMB
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Current accounts | 49,688,516.72 | 34,915,227.30 |
| Fiscal appropriation | 60,126,856.61 | 55,389,320.76 |
| Interest income | 8,196,797.10 | 3,531,225.34 |
| Authorized collection of individual income | ||
| 22,976,763.21 | 19,769,719.72 |
|
| tax under the equity incentive | ||
| Authorized collection of payments for the | ||
| 131,997,028.57 | ||
| first Employee Stock Ownership Plan | ||
| Others | 11,716,603.06 | 3,761,793.02 |
| Total | 152,705,536.70 | 249,364,314.71 |
Explanation of cash received related to other operating activities: None
(2) Cash payments related to other operating activities
Unit: RMB
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Expenses paid | 550,689,649.13 | 580,514,369.25 |
| Current accounts | 178,777,668.81 | 52,916,045.49 |
| Authorized payment of individual income | ||
| 26,757,243.77 | 20,737,286.80 |
|
| tax under the equity incentive | ||
| Authorized payment of Phase I employee | ||
| 131,997,028.57 | ||
| stock ownership plan | ||
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C&S Paper Co., Ltd. Annual Report 2020
| External donations | 14,145,244.02 | 126,370.00 |
|---|---|---|
| Others | 4,113,886.93 | 1,027,896.90 |
| Total | 774,483,692.66 | 787,318,997.01 |
Explanation of cash paid related to other operating activities: None
(3) Cash received related to other investing activities
Unit: RMB
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Principal repayment on maturity of wealth | ||
| 40,000,000.00 | ||
| management products | ||
| Principal repayment on maturity of | ||
| 87,105,000.00 | ||
| treasury bonds reverse repo | ||
| Total | 127,105,000.00 |
Explanation of cash received related to other investment activities: None
(4) Cash payments related to other investing activities
Unit: RMB
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Purchasing wealth management products | 50,000,000.00 | 40,000,000.00 |
| Purchase of treasury bonds reverse repo | ||
| 87,105,000.00 | ||
| products | ||
| Total | 50,000,000.00 | 127,105,000.00 |
Explanation of cash paid related to other investment activities: None
(5) Cash received related to other financing activities
Unit: RMB
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Payments of employee stock ownership | ||
| 94,613,430.64 | ||
| plan | ||
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C&S Paper Co., Ltd. Annual Report 2020
| Collection of security deposits for bills and | ||
|---|---|---|
| 16,140,348.47 | ||
| letters of credit | ||
| Total | 110,753,779.11 |
(6) Cash payments related to other financing activities
Unit: RMB
| Item | Incurred in the current period | Incurred in the last period |
|---|---|---|
| Deposits of security deposits for bills, | ||
| 47,412,150.07 | ||
| letters of guarantee and letters of credit | ||
| Repurchase and deregistration of equity | ||
| 4,963,254.06 | 460,054.74 |
|
| incentives | ||
| Share repurchase | 27,680,721.76 | |
| Total | 80,056,125.89 | 460,054.74 |
Explanation of cash paid related to other financing activities: None
79. Supplementary information to cash flow statement
(1) Supplementary information to cash flow statement
Unit: RMB
| Supplementary information | Amount of the current period | Amount of last period |
|---|---|---|
| 1. Reconciliation of net profit to cash flows from operating | ||
| -- | -- | |
| activities: | ||
| Net Profit | 905,889,081.41 | 603,832,650.83 |
| Plus: Provisions for asset impairment | 22,325,876.88 | 21,832,022.05 |
| Depreciation of fixed assets, oil and gas assets | ||
| 298,227,998.50 | 256,437,191.50 |
|
| and productive biological assets | ||
| Depreciation of use right assets | ||
| Intangible asset amortization | 5,761,733.76 | 5,271,129.93 |
| Long-term unamortized expenses | 7,629,304.48 | 857,321.08 |
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C&S Paper Co., Ltd. Annual Report 2020
| Losses from disposal of fixed assets, intangible assets and | ||
|---|---|---|
| 1,630,681.60 | -198,268.96 |
|
| other long-term assets ("-" indicates income) | ||
| Losses from fixed assets write-off ("-" indicates income) | 1,349,922.97 | 2,200,313.98 |
| Losses from changes in fair value ("-" indicates | ||
| income) | ||
| Finance expenses ("-" indicates income) | 6,083,169.25 | 12,775,051.46 |
| Investment losses ("-" indicates income) | -3,868,134.28 | -333,745.61 |
| Decrease in deferred income tax assets ("-" | ||
| -4,700,193.35 | -8,473,165.51 |
|
| indicates increase) | ||
| Increase in deferred income tax liabilities ("-" | ||
| 5,887,545.87 | 16,011,475.75 |
|
| indicates decrease) | ||
| Decrease in inventories ("-" indicates increase) | -673,208,087.17 | -128,117,214.81 |
| Decrease in operating receivables ("-" indicates | ||
| -283,241,489.30 | -25,573,783.82 |
|
| increase) | ||
| Increase in operating payables ("-" indicates | ||
| 442,728,302.91 | 551,956,674.81 |
|
| decrease) | ||
| Others | 95,705,148.72 | 51,897,249.18 |
| Net cash flows from operating activities | 828,200,862.25 | 1,360,374,901.86 |
| 2. Significant investment and financing activities not | ||
| -- | -- | |
| involving cash: | ||
| Conversion of debt to capital | ||
| Convertible corporate bonds due within one year | ||
| Fixed assets acquired under finance lease | ||
| 3. Net changes in cash and cash equivalents: | -- | -- |
| Balance of cash at the end of the period | 1,050,034,135.72 | 675,996,852.97 |
| Less: Balance of cash at the beginning of the period | 675,996,852.97 | 371,129,472.06 |
| Plus: Balance of cash equivalents at the end of the | ||
| period | ||
| Less: Balance of cash equivalents at the beginning of |
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C&S Paper Co., Ltd. Annual Report 2020
| the period | ||
|---|---|---|
| Net increase in cash and cash equivalents | 374,037,282.75 | 304,867,380.91 |
(2) Net cash paid to acquire subsidiaries during the period
Other description: None
(3) Net cash received from the disposal of subsidiaries during the period
Other description: None
(4) Constitution of cash and cash equivalents
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| I. Cash | 1,050,034,135.72 | 675,996,852.97 |
| Including: Cash on hand | 36,349.55 | 76,152.38 |
| Bank deposits always available for | ||
| 1,047,785,634.71 | 675,589,471.75 |
|
| payment | ||
| Other monetary funds always | ||
| 2,212,151.46 | 331,228.84 |
|
| available for payment | ||
| III. Balance of Cash and Cash Equivalents at | ||
| 1,050,034,135.72 | 675,996,852.97 |
|
| the End of the Period | ||
Other description: None
80. Notes to items in the statement of changes in owner's equity
Description on the name and amount of items under "Others" whose closing balance in last year was adjusted and other relevant issues: None
81. Assets with restricted right to use or ownership
Unit: RMB
Item Book value at the end of the period Reason for restriction
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Security deposits for issuing letter of credit |
||
|---|---|---|
| Other monetary funds | 75,162,063.84 | |
and notes |
||
| Total | 75,162,063.84 | -- |
Other description: None
82. Foreign currency monetary items
(1) Foreign currency monetary items
Unit: RMB
| Balance of foreign currency at | Balance of converted RMB at | ||
|---|---|---|---|
| Item | Conversion rate | ||
| the end of the period | the end of the period | ||
| Monetary funds | -- | -- | 300,324,631.68 |
| Including: USD | 44,976,762.61 | 6.5483 |
294,521,334.60 |
| EUR | |||
| HKD | 6,871,059.77 | 0.8446 |
5,803,297.08 |
| Accounts receivable | -- | -- | 134,768,125.93 |
| Including: USD | 17,172,702.19 | 6.5483 |
112,452,005.75 |
| EUR | |||
| HKD | 26,422,117.19 | 0.8446 |
22,316,120.18 |
| Long-term borrowings | -- | -- | |
| Including: USD | |||
| EUR | |||
| HKD | |||
| Other receivables | 18,250.47 | ||
| Including: HKD | 21,608.42 | 0.8446 |
18,250.47 |
| Accounts payable | 270,776,743.22 | ||
| Including: USD | 41,334,220.06 | 6.5483 |
270,668,873.22 |
| EUR | 13,400.00 | 8.0500 |
107,870.00 |
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| Other payables | 936,644.12 | ||
|---|---|---|---|
| Including: HKD | 1,108,979.54 | 0.8446 |
936,644.12 |
| Short-term borrowings | 52,896,691.34 | ||
| Including: USD | 8,077,927.30 | 6.5483 |
52,896,691.34 |
Other description: None
(2) For overseas business entities, especially important ones, disclose their main overseas business address, the standard currency for accounting and selection basis. If there are changes in the standard currency for accounting, reasons shall be also provided.
- √ Applicable □ Not applicable
| Overseas business entity | Business address | Standard currency for accounting |
|---|---|---|
| Zhong Shun International Co., Ltd. | Hong Kong | RMB |
| C&S Hong Kong Co., Ltd. | Hong Kong | RMB |
| C&S (Macao) Co., Ltd. | Macao | RMB |
83. Hedges
Disclosure of hedged items and related hedging instruments and qualitative and quantitative information about hedged risks according to the type of hedging: None
84. Government grants
(1) Basic information on government grants
Unit: RMB
| Category | Amount | Reporting items | Amount recognized as profit or |
|---|---|---|---|
| loss for the current period | |||
| Related to asset | 42,985,900.00 | Deferred income |
|
| Related to asset | 10,252,573.20 | Other income |
10,252,573.20 |
| Related to income | 18,269,589.76 | Other income |
18,269,589.76 |
| Related to income | 11,000.00 | Non-operating income |
11,000.00 |
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Total 71,519,062.96 28,533,162.96
(2) Return of government grants
□ Applicable √ Not applicable
Other description:
Please refer to Note VII (51), (67) and (74) for details.
85. Others
VIII. Changes in the Consolidated Scope
1. Business combinations of enterprises not under common control
(1) Business combinations of enterprises not under common control in the reporting period
Other description: None
(2) Combination costs and goodwill
Method of determining the fair value of combination costs and descriptions of contingent consideration and its
changes: None
Main reasons for the formation of huge goodwill: None
Other description: None
(3) Acquiree's identifiable assets and liabilities on the acquisition date
Method of determining the fair value of identifiable assets and liabilities: None
Acquiree's contingent liabilities assumed in a business combination: None
Other description: None
(4) Profit or loss arising from the recalculation based on fair value of equities held before the acquisition date
Whether there are transactions through which business combination is achieved in stages while control is obtained
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within the reporting period
□ Yes √ No
(5) Descriptions of being unable to determine the consideration or the fair value of acquiree's identifiable assets and liabilities on the acquisition date or at the end of the current period of combination
None
(6) Other descriptions
None
2. Business combinations of enterprises under common control
(1) Business combinations of enterprises under common control in the current period
Other description: None
(2) Combination costs
Description on contingent consideration and its changes: None
Other description: None
(3) Book value of assets and liabilities of the combined party on the date of combination
Contingent liabilities of the combined party assumed in a business combination: None
Other description: None
3. Reverse purchase
Basic information of transactions, basis for transactions constituting reverse purchase, whether assets and liabilities retained by listed companies constitute a business and its basis, determination of combination costs, adjustment of equity amount and calculation when dealing as equity transactions: None
4. Disposal of subsidiaries
Whether there is situation that one disposal of investment in a subsidiary results in a loss of control
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C&S Paper Co., Ltd. Annual Report 2020
□ Yes √ No
Whether there is situation that the disposal of investment in a subsidiary is achieved in stages through multiple transactions while the control is lost in the reporting period
□ Yes √ No
5. Changes in the scope of consolidation due to other reasons
Description of changes in the scope of combination due to other reasons (establishment or liquidation of subsidiaries, etc.) and related situations: None
The Company and its wholly-owned subsidiary Zhongshan Zhongshun Trading Co., Ltd. jointly invested and established Dolemi Sanitary Products Co., Ltd. with a registered capital of RMB50 million. The Company holds 60% of the shares while Zhongshan Zhongshun Trading holds 40% of the shares. Since December 2020, the Company has incorporated Dolemi Sanitary Products Co., Ltd into the scope of its consolidated statements. Currently, Dolemi Sanitary Products has no operating activities.
6. Others: None
IX. Equities in Other Entities
1. Equities in subsidiaries
(1) Composition of the enterprise group
| Main | Shareholding | Shareholding | ||||
|---|---|---|---|---|---|---|
| Name of | Registered | Obtaining | ||||
| business | Principal businesses |
percentage | ||||
| subsidiary | address | method | ||||
| address | Direct | Indirect | ||||
| Jiangmen | Jiangmen, | Jiangmen, | R&D, production, and sales (including online sales): | |||
| Zhongshun Paper | Guangdong | Guangdon |
household paper, maternal and infant products, | Capital | ||
| Co., Ltd. | g | cosmetics, wipes, non-woven products, daily |
contributi | |||
| necessities, and cleaning supplies; sales (including | 88.25% |
11.75% |
on for |
|||
| online sales) of Class I and II medical devices. (The | establish | |||||
| above items do not involve special management | ment | |||||
| measures for the access of foreign investment.) (For |
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C&S Paper Co., Ltd. Annual Report 2020
| items that must be approved in accordance with the | ||||||
|---|---|---|---|---|---|---|
| law, the company may carry out business operations | ||||||
| upon approval by competent departments.) | ||||||
| Zhejiang | Jiaxing, | Jiaxing, | General items: manufacture of paper products; sales | |||
| Zhongshun Paper | Zhejiang | Zhejiang | of paper products; sales of paper pulp; sales of | |||
| Co., Ltd. | personal hygiene products; sales of hygiene products | |||||
| and disposable medical products; sales of | ||||||
| disinfectants (excluding hazardous chemicals); sales | ||||||
| of Class I medical devices; retail of Class I medical | ||||||
| devices; sales of Class II medical devices; retail of | ||||||
| class II medical devices; wholesale of medical face | ||||||
| masks; retail of medical face masks; sales of general | ||||||
| merchandise; retail of daily necessities; sales of | ||||||
| maternal and infant products; wholesale of | Capital | |||||
| kitchenware, sanitary ware and daily sundries; | contributi | |||||
| wholesale of cosmetics; retail of cosmetics; wholesale | 75.00% |
25.00% |
on for |
|||
| of needle textiles and raw materials; sales of needle | establish | |||||
| textiles; sales of chemical industry products | ment | |||||
| (excluding chemical products that need to be | ||||||
| licensed); Internet sales (excluding the sales of | ||||||
| commodities requiring a permit) (The company may | ||||||
| carry out business operations independently | ||||||
| according to the law based on the business license, | ||||||
| except for items that must be licensed according to | ||||||
| the law.) (For items that must be approved in | ||||||
| accordance with the law, the company may carry out | ||||||
| business operations upon approval by competent | ||||||
| departments.) | ||||||
| C&S Hong Kong | Hong Kong | Hong |
Purchase of pulp | Capital | ||
| Co., Ltd. | Kong | contributi | ||||
| 100.00% | on for |
|||||
| establish | ||||||
| ment |
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C&S Paper Co., Ltd. Annual Report 2020
| C&S (Yunfu) | Yunfu, | Yunfu, | R&D, production, wholesale, retail and online sales: | Capital | ||
|---|---|---|---|---|---|---|
| Paper Co., Ltd. | Guangdong | Guangdon | household paper, sanitary products, maternal and | contributi | ||
| g | infant products, daily necessities, cosmetics, medical | on for | ||||
| devices, sanitary materials, non-woven fabrics and | establish | |||||
| products, polymer materials and products, daily | ment | |||||
| sundries, and disinfectant products (excluding | ||||||
| hazardous chemicals); wholesale, retail and online | ||||||
| sales: food; import and export of goods and | ||||||
| 100.00% | ||||||
| technologies (excluding the import and export of | ||||||
| goods and technologies prohibited by the State or | ||||||
| involving administrative approval); warehousing | ||||||
| services (limited to warehouses qualified in fire | ||||||
| protection without hazardous chemicals). (For items | ||||||
| that must be approved in accordance with the law, the | ||||||
| company may carry out business operations upon | ||||||
| approval by competent departments.) | ||||||
| Yunfu, | Yunfu, | Wholesale, retain and online sales: paper, wood pulp, | Capital | |||
| Guangdong | Guangdon | sanitary products, maternal and infant products, | contributi | |||
| g | cosmetics, daily necessities, medical equipment, daily | on for | ||||
| sundries, disinfection supplies (excluding dangerous | establish | |||||
| Yunfu Hengtai | chemicals); import and export of goods or | ment | ||||
| Trading Co., Ltd. | technologies (excluding the import and export of | 100.00% | ||||
| (note) | goods and technologies prohibited by the State or | |||||
| involving administrative approval). (For items that | ||||||
| must be approved in accordance with the law, the | ||||||
| company may carry out business operations upon | ||||||
| approval by competent departments.) | ||||||
| C&S (Macao) | Macau | Macau | Wholesale, trade | Capital | ||
| Co., Ltd. | contributi | |||||
| 100.00% | on for |
|||||
| establish | ||||||
| ment | ||||||
| Zhongshan | Zhongshan, | Zhongsha | Wholesale, retail and online sales (sales only on | 100.00% | Business |
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C&S Paper Co., Ltd. Annual Report 2020
| Zhongshun | Guangdong | n, | third-party platforms) of paper supplies, paper | combinati | ||
|---|---|---|---|---|---|---|
| Trading Co., Ltd. | Guangdon | products (excluding printing products), wood pulp, | ons | |||
| g | general merchandise, hygiene products, cosmetics, | involving | ||||
| nonwoven products, chemical products for daily use, | enterprise | |||||
| Class I medical devices and food; warehousing | s under | |||||
| (excluding hazardous chemicals and precursor | common | |||||
| chemicals); import and export of goods and | control | |||||
| technologies; operations of Class II and Class III | ||||||
| medical devices. (The above business scope involves | ||||||
| food operations, import and export of goods, and | ||||||
| import and export of technologies.) (Exclude items | ||||||
| prohibited by laws and administrative regulations; | ||||||
| items whose operations are restricted by laws and | ||||||
| administrative regulations shall not be carried out | ||||||
| unless the permit has been obtained.) (For items that | ||||||
| must be approved in accordance with the law, the | ||||||
| company may carry out business operations upon | ||||||
| approval by competent departments.) | ||||||
| Xiaogan C&S | Xiaogan, | Xiaogan, | Import, export and sales of paper products, general | Business | ||
| Trading Co., Ltd. | Hubei |
Hubei | merchandise and pulp boards; sales of cosmetics, | combinati | ||
| shower gel and sanitary pads; sales of baby products | ons | |||||
| (excluding food) (For items that must be approved in | involving |
|||||
| 100.00% | ||||||
| accordance with the law, the company may carry out | enterprise |
|||||
| business operations upon approval by competent | s under | |||||
| departments.) | common | |||||
| control | ||||||
| Beijing C&S | Beijing | Beijing | Sales of paper products, daily necessities, paper pulp, | Business | ||
| Paper Co., Ltd. | and pulp boards; import and export of goods. (The | combinati | ||||
| company may independently select business items | ons | |||||
| and carry out business activities in accordance with | 100.00% | involving |
||||
| the law; for items that must be approved in | enterprise | |||||
| accordance with the law, the company may carry out | s under | |||||
| business operations upon approval by competent | common |
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C&S Paper Co., Ltd. Annual Report 2020
| departments based on contents of the approval; it is | control | |||||
|---|---|---|---|---|---|---|
| prohibited to engage in business activities of items | ||||||
| prohibited and restricted by the city’s industrial | ||||||
| policies.) | ||||||
| Chengdu | Pengzhou, | Pengzhou, | Sales of household paper, cleaning products, general | |||
| Zhongshun Paper | Sichuan | Sichuan | merchandise, hygiene products, baby products, | Business | ||
| Co., Ltd. | cosmetics, nonwoven products, feminine hygiene | combinati | ||||
| products, chemical products for daily use, daily | ons | |||||
| necessities, medical devices, medical supplies and | involving |
|||||
| 100.00% | ||||||
| disinfectant products (excluding hazardous | enterprise |
|||||
| chemicals); e-commerce (For items that must be | s under | |||||
| approved in accordance with the law, the company | common | |||||
| may carry out business operations upon approval by | control | |||||
| competent departments.) | ||||||
| Hangzhou Jie | Hangzhou, | Hangzhou, | Wholesale, retail: paper products, paper pulp, general |
Business | ||
| Rou Trading Co., | Zhejiang | Zhejiang | merchandise; import and export of goods and | combinati | ||
| Ltd. | technologies (exclude items prohibited by laws and | ons | ||||
| administrative regulations; items whose operations | involving | |||||
| are restricted by laws and administrative regulations | enterprise | |||||
| shall not be carried out unless the permit has been | 100.00% | s under |
||||
| obtained); other legitimate items that do not need | common | |||||
| approval according to the law) (for items that must be | control | |||||
| approved in accordance with the law, the company | ||||||
| may carry out business operations upon approval by | ||||||
| competent departments) | ||||||
| Shanghai | Shanghai | Shanghai | Household paper, paper pulp, pulp boards, import and | Business | ||
| Huicong Paper | export of goods and technologies. (For items that | combinati | ||||
| Co., Ltd. | must be approved in accordance with the law, the | ons | ||||
| company may carry out business operations upon | involving |
|||||
| 100.00% | ||||||
| approval by competent departments.) | enterprise |
|||||
| s under | ||||||
| common | ||||||
| control |
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C&S Paper Co., Ltd. Annual Report 2020
| C&S (Hubei) | Xiaogan, | Xiaogan, | Licensed items: production of sanitary products and | |||
|---|---|---|---|---|---|---|
| Paper Co., Ltd. | Hubei | Hubei | disposable medical supplies; production of cosmetics | |||
| (for items that must be approved in accordance with | ||||||
| the law, companies may carry out business operations | ||||||
| upon approval by relevant departments, and the | ||||||
| specific business items are subject to the approval | ||||||
| document or the permit issued by competent | ||||||
| department). General items: sales of sanitary products | ||||||
| and disposable medical supplies; retail of cosmetics; | ||||||
| Business | ||||||
| wholesale of cosmetics; manufacture of paper; sales | ||||||
| combinati | ||||||
| of personal hygiene products; sales of knitwear; | ||||||
| ons | ||||||
| manufacture of maternal and infant products; sales of | ||||||
involving |
||||||
| maternal and infant products; sales of paper products; | 93.375% | 6.625% |
||||
enterprise |
||||||
| manufacture of paper products; sales of daily | ||||||
| s under | ||||||
| necessities; sales of daily chemical products; sales of | ||||||
| common | ||||||
| disinfectants (excluding hazardous chemicals); | ||||||
| control | ||||||
| Internet sales (excluding the sales of commodities | ||||||
| requiring a permit); sales of Class I medical devices; | ||||||
| sales of Class II medical devices; import and export | ||||||
| of goods and technologies (excluding the import and | ||||||
| export of goods and technologies prohibited by the | ||||||
| State or involving administrative approval). (For | ||||||
| items that must be approved in accordance with the | ||||||
| law, the company may carry out business operations | ||||||
| upon approval by competent departments.) | ||||||
| Zhong Shun | Hong Kong, | Hong | Sales of paper products | Business | ||
| International Co., | China | Kong, | combinati | |||
| Ltd. | China | ons | ||||
involving |
||||||
| 100.00% | ||||||
enterprise |
||||||
| s under | ||||||
| common | ||||||
| control |
290
C&S Paper Co., Ltd. Annual Report 2020
| C&S (Sichuan) | Pengzhou, | Pengzhou, | Licensed items: production of sanitary products and | |||
|---|---|---|---|---|---|---|
| Paper Co., Ltd. | Sichuan | Sichuan | disposable medical supplies; import and export of | |||
| goods (for items that must be approved in accordance | ||||||
| with the law, the company may carry out business | ||||||
| operations upon approval by competent departments, | ||||||
| and the specific business items are subject to the | ||||||
| approval document or the permit issued by relevant | ||||||
| department). General items: sales of sanitary products | Business | |||||
| and disposable medical supplies; sales of personal | combinati | |||||
| hygiene products; sales of daily necessities; | ons | |||||
| manufacture of paper products; sales of paper | involving | |||||
| 100.00% | ||||||
| products; manufacture of paper; manufacture of daily | enterprise | |||||
| chemical products; sales of daily chemical products; | s under | |||||
| sales of Class II medical devices; sales of Class I | common | |||||
| medical devices; manufacture of industrial textile | control | |||||
| products; sales of industrial textile products; | ||||||
| manufacture of maternal and infant products; sales of | ||||||
| maternal and infant products. (The company may | ||||||
| carry out business operations independently | ||||||
| according to the law based on the business license, | ||||||
| except for items that must be licensed according to | ||||||
| the law.) | ||||||
| C&S | Zhongshan, | Zhongsha | Production, processing and sales: high-class | |||
| (Zhongshan) | Guangdong | n, | household paper products (excluding printing | Business | ||
| Paper Co., Ltd. | Guangdon | process); import and export of pulp boards (exclude | combinati | |||
| g | items prohibited by laws and administrative | ons | ||||
| regulations; items whose operations are restricted by | involving | |||||
| 100.00% | ||||||
| laws and administrative regulations shall not be | enterprise | |||||
| carried out unless the permit has been obtained). (For | s under | |||||
| items that must be approved in accordance with the | common | |||||
| law, the company may carry out business operations | control | |||||
| upon approval by competent departments.) | ||||||
| C&S (Dazhou) | Dazhou, | Dazhou, | R&D, production, processing, and sales (including | 100.00% | Capital |
291
C&S Paper Co., Ltd. Annual Report 2020
| Paper Co., Ltd. | Sichuan | Sichuan | online sales): household paper, tissue boxes, hygiene | contributi | ||
|---|---|---|---|---|---|---|
| products, cosmetics, non-woven products, plastic | on for | |||||
| products, metalware, rubber products, ceramics, baby | establish | |||||
| products, feminine hygiene products and daily | ment | |||||
| necessities; bamboo and forest trees planting; | ||||||
| acquisition of raw materials of bamboo and wood for | ||||||
| paper making; R&D, production and sales of bamboo | ||||||
| pulp, wood pulp, bamboo chips and wood chips; | ||||||
| combined heat and power and sales; warehouse | ||||||
| leasing; processing and sales of lime and limestone; | ||||||
| processing of industrial wastewater and gray water | ||||||
| reuse; general import and export business; sales of | ||||||
| construction materials, hardware and electrical | ||||||
| products, and chemical products (excluding | ||||||
| hazardous products). (For items that must be | ||||||
| approved in accordance with the law, the company | ||||||
| may carry out business operations upon approval by | ||||||
| competent departments.) | ||||||
| Sun Daily | Yunfu, | Yunfu, | R&D, production, processing, and online sales: paper | |||
| Necessities Co., | Guangdong | Guangdon |
products, hygiene products, cosmetics, nonwoven | |||
| Ltd. | g | products, plastic products for daily use, chemical | ||||
| products for daily use, metalware for daily use, rubber | ||||||
| Capital | ||||||
| products for daily use, and ceramics for daily use; | ||||||
| contributi | ||||||
| import and export of goods or technologies | ||||||
| 50.00% | 50.00% |
on for |
||||
| (excluding the import and export of goods and | ||||||
| establish | ||||||
| technologies prohibited by the State or involving | ||||||
| ment | ||||||
| administrative approval). (For items that must be | ||||||
| approved in accordance with the law, the company | ||||||
| may carry out business operations upon approval by | ||||||
| competent departments.) | ||||||
| Dolemi Sanitary | Zhongsha | General items: manufacture of paper products; | Capital | |||
| Zhongshan, | ||||||
| Products Co., | n, | Internet sales (sales only on third-party platforms) | 60.00% | 40.00% |
contributi |
|
| Guangdong | ||||||
| Ltd. | Guangdon | (excluding the sales of commodities requiring a | on for | |||
292
C&S Paper Co., Ltd. Annual Report 2020
| g | permit); sales of personal hygiene products; sales of | establish | ||||
|---|---|---|---|---|---|---|
| household products, sales of hygiene products and | ment | |||||
| disposable medical products; retail of cosmetics; sales | ||||||
| of general merchandise; sales of plastic products; | ||||||
| sales of metal products; sales of rubber products; | ||||||
| manufacture of daily-use ceramic products. (The | ||||||
| company may carry out business operations | ||||||
| independently according to the law based on the | ||||||
| business license, except for items that must be | ||||||
| licensed according to the law.) (For items that must be | ||||||
| approved in accordance with the law, the company | ||||||
| may carry out business operations upon approval by | ||||||
| competent departments.) |
==> picture [69 x 267] intentionally omitted <==
Description of the difference between the percentage of shares held in a subsidiary and the percentage of voting rights: None
Basis for holding 50% or less than of the voting rights but controlling the investee, or holding 50% or more of the voting rights but not controlling the investee: None
Basis for controlling the important consolidated structured entities: None
Basis for determining whether the Company is an agent or a principal: None
Other descriptions: all shares held indirectly belong to the shares held by wholly-owned subsidiaries of the Company
(2) Important non-wholly-owned subsidiaries
Description that the percentage of shares held by minority shareholders in a subsidiary is different from the percentage of their voting rights: None
Other description: The Company does not have important non-wholly-owned subsidiaries.
(3) Main financial information of important non-wholly-owned subsidiaries
Other description: None
(4) Significant restrictions on the use of the assets and the repayment of the debts of the enterprise group
None
293
C&S Paper Co., Ltd. Annual Report 2020
(5) Financial or other support provided to consolidated structured entities
Note: C&S (Yunfu) Co., Ltd. was changed to Yunfu Hengtai Trading Co., Ltd. in March 2021.
2. Transactions in which the share of owner's equity in a subsidiary changes while control of the subsidiary
is still retained
(1) Description of changes in the share of owner’s equity in the subsidiary
None
(2) Impact of the transaction on the equity of minority shareholders and the equity attributable to owners of the Parent Company
Other description: There are no transactions of the Company in which the share of owner's equity in a subsidiary changes and control of the subsidiary is retained.
3. Interests in joint arrangements or associates
(1) Important joint ventures or associates
Description that the percentage of shares in joint ventures or associates is different from the percentage of voting
rights: None
Basis for holding less than 20% of the voting rights but with significant influence, or holding 20% or more of the voting rights but without significant influence: None
(2) Main financial information of important joint ventures
Other description: None
(3) Main financial information of important associates
Other description: None
(4) Summary financial information of unimportant joint ventures and associates
Other description: None
294
C&S Paper Co., Ltd. Annual Report 2020
(5) Description of significant restrictions on the ability of joint ventures or associates to transfer funds to the Company
None
(6) Excess losses incurred by joint ventures or associates
Other description: None
(7) Unconfirmed commitments related to the investment in joint ventures
None
(8) Contingent liabilities related to the investment in joint ventures or associates
None
4. Important joint operation
There was no important joint operation of the Company.
5. Interests in unconsolidated structured entities
Description of unconsolidated structured entities:
The Company does not have interests in unconsolidated structured entities.
6. Others
None
X. Risks Associated with Financial Instruments
The main financial instruments of the Company include monetary funds, notes receivable, accounts receivable, notes payable, accounts payable, other payables, loans, etc. Please refer to relevant items of "Note VII" for detailed information of all financial instruments. The risks associated with these financial instruments and the risk management policies adopted by the Company to reduce these risks are as follows. The management of the Company manages and monitors these risk exposures to ensure that the above risks are kept within control. The Company adopts the sensitivity analysis method to analyze the possible impact of reasonable and possible
295
C&S Paper Co., Ltd. Annual Report 2020
changes in risk variables on the profit and loss or shareholder equities in the current period. Since any risk variable rarely changes in isolation and the correlation between the variables will have a significant effect on the ultimate financial impact of changes in a certain risk variable, the following contents are under the consumption that changes of a variable are independent.
The goal of the Company's risk management is to strike a proper balance between risks and gains and to minimize the negative impact of risks on the business performance of the Company while maximizing the interests of shareholders and other equity investors. Based on this risk management goal, the basic strategy of the Company’s risk management is to determine and analyze all kinds of risks faced by the Company, clarify the minimum of risk acceptance and conduct risk management, and monitor risks of all kinds in a timely and reliable manner to control risks within the limits.
1. Credit risk
Credit risk refers to the risk of financial losses of one party caused by the failure of the other party to perform its obligations. As of December 31, 2020, the largest credit exposure that may cause financial losses to the Company mainly comes from the losses of the Company’s financial assets due to failure of the other contractual party to perform its obligations.
In order to reduce credit risk, the Company only conducts transactions with recognized customers with good credit status, and continuously monitors the accounts receivable through credit monitoring of existing customers and aging analysis to ensure that the Company does not face the risk of bad debts and keep the overall credit risk within control.
2. Interest rate risk
Interest rate risk refers to the risk of fluctuations in the fair value or future cash flow of financial instruments due to changes in market interest rates. The interest rate risk faced by the Company mainly comes from bank borrowings (please refer to “Note VII (32), (43) and (45)” for details). By developing a good relationship with banks and carrying out proper design of credit lines, types of credits, and credit terms, the Company ensures sufficient bank credit lines to meet its various financing needs. The risk of interest rate fluctuation can be reasonably reduced by shortening the term of a single loan and specially stipulating early prepayment terms.
3. Foreign exchange risk
Foreign exchange risk refers to the risk of fluctuations in the fair value or future cash flow of financial instruments due to changes in foreign exchange rates. The Company tries its best to match foreign currency income with foreign currency expenditure to reduce foreign exchange risks.
Foreign exchange risks borne by the Company are mainly related to USD and HKD. Except for purchasing and selling in USD and HKD by its overseas subsidiaries, other major business activities of the Company are priced and settled in RMB. See "Note VII (82)" for the conversion of foreign currency financial assets and liabilities into RMB as of December 31, 2020. During the reporting period, the Company generated exchange profit and loss of
296
C&S Paper Co., Ltd. Annual Report 2020
-RMB18,603,312.21.
Sensitivity analysis of foreign exchange risk:
Analysis assumption: On the basis that all other variables remain constant on the balance sheet date, the possible, reasonable changes of foreign exchange rate will have the following pre-tax effects on the Company’s profit and loss and shareholders’ equity in the current period:
Unit: RMB
| End of year | End of year | |
|---|---|---|
| Item | Impact on shareholders’ equity |
|
| Impact on profit | ||
| Depreciation of RMB against foreign currency by 1.00% |
-1,105,009.29 | -1,105,009.29 |
| Appreciation of RMB against foreign currency by 1.00% |
1,105,009.29 | 1,105,009.29 |
4. Liquidity risk
Liquidity risk refers to the risk of capital shortage when an enterprise fulfills its obligation to settle accounts by delivering cash or other financial assets. The Company's policy is to ensure that it has sufficient cash to repay mature debts. Liquidity risk is centrally controlled by the financial departments of the Company. The financial departments monitor cash balances, negotiable securities that can be cashed in at any time, and carry out rolling forecasts on cash flows in the next six months to ensure that the Company has sufficient funds to repay debts under all reasonable forecasts.
Financial liabilities held by the Company as of December 31, 2021 analyzed based on the maturity period of undiscounted remaining contractual obligations are as follows:
Unit: RMB
| Item | Within 1 year | Over 1 year | Total |
|---|---|---|---|
| Short-term borrowing | 142,942,941.34 | 142,942,941.34 | |
| Notes payable | 234,887,563.22 | 234,887,563.22 | |
| Accounts payable | 758,915,601.87 | 2,603,787.39 | 761,519,389.26 |
| Other payables | 675,601,882.84 | 79,242,697.25 |
754,844,580.09 |
| Total | 1,812,347,989.27 | 81,846,484.64 | 1,894,194,473.91 |
297
C&S Paper Co., Ltd. Annual Report 2020
XI. Disclosure of Fair Value
1. Fair value of assets and liabilities measured at fair value at the end of the reporting period
2. Basis for determining the market price of recurring and non-recurring fair value measurement items in Level 1: None
3. Qualitative and quantitative information on important parameters and valuation techniques used for recurring and non-recurring fair value measurement items in Level 2: None
4. Qualitative and quantitative information on important parameters and valuation techniques used for recurring and non-recurring fair value measurement items in Level 3: None
5. Adjustment information and sensitivity analysis of unobservable parameters between the opening and closing book values of recurring fair value measurement items of Level 3: None
6. For recurring fair value measurement items with transfer between different levels, reasons for such transfer and policies for determining the time of conversion: None
7. Changes in valuation techniques within the reporting period and reasons for such changes: None
8. Fair value of financial assets and financial liabilities not measured at fair value: None
9. Others: None
XII. Related Parties and Related Party Transactions
1. Information on the Parent Company of the Company
==> picture [480 x 171] intentionally omitted <==
----- Start of picture text -----
Name of Parent Registered address Principal businesses Registered capital Shareholding Percentage of voting
Company percentage of the right of the Parent
Parent Company to Company to the
the Company Company
Guangdong Zhongshan, External investment; RMB30 million
Zhongshun Paper Guangdong consulting of
28.64% 28.64%
Group Co., Ltd. information on
commodities
----- End of picture text -----
298
C&S Paper Co., Ltd. Annual Report 2020
circulation (exclusive of real estate, labor services, financial futures, and studying abroad)
==> picture [159 x 125] intentionally omitted <==
Information on the Company’s Parent Company
The ultimate controller of the Company is Mr. Deng Yingzhong, the father, and Mr. Deng Guanbiao and Mr. Deng Guanjie, whose two sons.
Other description: None
2. Information on subsidiaries of the Company
See Note IX Equities in Other Entities for detailed information on the subsidiaries of the Company.
3. Information on the joint ventures and associates of the Company
Other descriptions
The Company does not have interests in joint venture arrangements or associate.
4. Information on other related parties
| Name of other related parties | Relationship between other related parties and the Company |
|---|---|
| (Hong Kong) Zhongshun Co., Ltd. | The second-largest shareholder of the Company, with 20.32% of |
| the Company's shares | |
| Guangzhou Zhongshun Trade Co., Ltd. | A company controlled by the nephew and the husband of the |
| niece of Mr. Deng Yingzhong, the Chairman of the Company | |
| Bama Zhongshun Health Products Co., Ltd. | A company controlled by Guangdong Zhongshun Paper Group |
| Co., Ltd., the Company's controlling shareholder | |
| Yantai Zhongshun Network Technology Co., Ltd. | The partially-owned subsidiary of Bama Zhongshun Health |
| Products Co., Ltd. controlled by the Company's controlling | |
| shareholders | |
| Shenzhen Zhongshun Caizhi Investment Co., Ltd. | Formerly known as Zhongshun Industrial Investment (Shenzhen) |
| Co., Ltd., a company controlled by the Company’s actually |
299
C&S Paper Co., Ltd. Annual Report 2020
| controllers, i.e. Mr. Deng Yingzhong, Mr. Deng Guanbiao and | |
|---|---|
| Mr. Deng Guanjie | |
| Pengzhou Lexiangshenghuo Trading Co., Ltd. | A company where the senior manager Yue Yong's son holds |
| shares and serves as a supervisor | |
| Sichuan West Lexiangshenghuo Trading Co., Ltd. | A company where the senior manager Yue Yong's son holds |
| shares and serves as a supervisor | |
| Chongqing Qinyue Trading Co., Ltd. | A company where the senior manager Yue Yong's brother holds |
| shares and serves as a supervisor |
Other descriptions
Note: The Company's directors, supervisors, senior managers and their close family members are related parties of the Company.
5. Information on related party transactions
(1) Related party transactions for purchase and sale of goods, and provision and acceptance of labor services
Purchase of goods/acceptance of labor services
Unit: RMB
| Content of related | Incurred in the | Approved transaction | Whether to outstrip | Incurred in the prior | |
|---|---|---|---|---|---|
| Related party | |||||
| party transaction | current period | limit | the transaction limit | period |
|
| Bama Zhongshun | |||||
| Purchase of water, | |||||
| Health Products | No | 123,516.43 | |||
| office supplies | |||||
| Co., Ltd. | |||||
Table of sale of goods/provision of labor services
Unit: RMB
| Content of related party | |||
|---|---|---|---|
| Related party | Incurred in the current period | Incurred in the prior period | |
| transactions | |||
| Pengzhou Lexiangshenghuo | |||
| Sale of goods | 1,378,011.50 | 1,096,199.07 |
|
| Trading Co., Ltd. | |||
| Sichuan West Lexiangshenghuo | |||
| Sale of goods | 641,228.34 | 776,211.46 |
|
| Trading Co., Ltd. | |||
300
C&S Paper Co., Ltd. Annual Report 2020
| Chongqing Qinyue Trading Co., | |||
|---|---|---|---|
Sale of goods |
330,512.87 | 726,966.96 |
|
| Ltd. | |||
| Guangdong Zhongshun Paper | |||
| Sale of goods | 56,637.17 | ||
| Group Co., Ltd. | |||
Explanation of the related party transactions for purchase and sale of goods, and provision and acceptance of labor
services: None
(2) Related entrusted management/contracting and entrusting management/contracting out
Description of related entrusted party/contracting: None
Description of related entrusting management/contracting out: None
(3) Related lease
The Company as the lessee:
Unit: RMB
| Name of lessor | Type of leased assets | Lease fee confirmed in the | Lease fee confirmed in the last |
|---|---|---|---|
| current period | period | ||
| Mr. Deng Yingzhong, Mr. Deng | Housing lease | ||
| Guanbiao and Mr. Deng | 3,004,787.91 | 1,742,553.60 |
|
| Guanjie |
Explanation of related lease: None
(4) Related guarantee
Explanation of related guarantee: None
(5) Interbank borrowing between related parties
(6) Asset transfer and debt reorganization between related parties
(7) Remuneration for key managers
Unit: RMB
Item Incurred in the current period Incurred in the prior period
301
C&S Paper Co., Ltd. Annual Report 2020
Remuneration for key managers 34,173,895.09 26,693,829.67
(8) Other related party transactions
6. Receivables from and payables to related parties
(1) Receivables
Unit: RMB
| Balance at the end of the period | Balance at the end of the period | Balance at the beginning of the period | Balance at the beginning of the period | ||
|---|---|---|---|---|---|
| Item | Related party | Book balance | Impairment | Book balance | Impairment |
| provision | provision | ||||
| Accounts receivable | Chongqing Qinyue Trading |
||||
| 60,876.03 | 3,043.80 |
130,446.49 |
2,608.93 |
||
| Co., Ltd. | |||||
| Chongqing Qinyue Trading | |||||
| Other receivables | 44.63 | 2.23 |
|||
| Co., Ltd. | |||||
(2) Payables
Unit: RMB
| Book balance at the end of the | Book balance at the beginning | ||
|---|---|---|---|
| Item | Related party | ||
| period | of the period | ||
| Contract liabilities | Sichuan West Lexiangshenghuo | ||
| 195.90 | 4,783.90 |
||
| Trading Co., Ltd. | |||
| Contract liabilities | Pengzhou Lexiangshenghuo | ||
| 1.67 | 503.67 |
||
| Trading Co., Ltd. | |||
302
C&S Paper Co., Ltd. Annual Report 2020
7. Commitments of related parties: None
8. Others: None
XIII. Share-based Payment
1. Overall information on share-based payment
- √ Applicable □ Not applicable
Unit: RMB
The Company's total amount of all equity instruments granted in the 0.00 current period The Company's total amount of all equity instruments exercised in the 9,969,114.00 current period The Company's total amount of all equity instruments expired in the 3,276,268.00 current period The grant price for restricted stock options awarded by the Company in the first grant period as at the end of reporting period is RMB8.572/share, and that for Scope of exercise prices and remaining contractual term of the Company' reserved stock options is RMB13.965/share; the validity stock options issued as at the end of the reporting period period is from the grant date of the stock options to the date when all stock options are exercised or cancelled, with a maximum period of 60 months.
The Company's total amount of all equity instruments granted in the 0.00 current period The Company's total amount of all equity instruments exercised in the 9,969,114.00 current period The Company's total amount of all equity instruments expired in the 3,276,268.00 current period The grant price for restricted stock options awarded by the Company in the first grant period as at the end of reporting period is RMB8.572/share, and that for Scope of exercise prices and remaining contractual term of the Company' reserved stock options is RMB13.965/share; the validity stock options issued as at the end of the reporting period period is from the grant date of the stock options to the date when all stock options are exercised or cancelled, with a maximum period of 60 months.
Other description: None
2. Equity-settled share-based payment
- √ Applicable □ Not applicable
Unit: RMB
| 1. Restricted shares: the stock closing prices at the grant date | |
|---|---|
| Method of determining the fair value of equity instruments at the | 2. Stock options: Black-Scholes model for option pricing |
| grant date | 3. Employee stock ownership plan: the stock closing prices |
| at the grant date. | |
| Basis for determining the number of vested equity instruments | Upon approval of the general meeting of shareholders |
303
C&S Paper Co., Ltd. Annual Report 2020
Reasons for significant differences between current estimates and None previous estimates Cumulative amount of equity-settled share-based payments 159,384,997.90 recognized as capital surplus Total fees confirmed by the equity-settled share-based payment in 95,705,148.72 the current period
Other description: None
3. Cash-settled share-based payment
□ Applicable √ Not applicable
4. Revision and termination of share-based payment
There was no revision and termination of share-based payment of the Company during the reporting period.
5. Others: None
XIV. Commitments and Contingencies
1. Significant commitments
Significant commitments on the balance sheet date: None
As at December 31, 2020, the Company had no significant commitments that should have been disclosed but are not disclosed.
2. Contingencies
(1) Significant contingent matters on the balance sheet date
As at December 31, 2020, the Company had no significant contingent matters that should have been disclosed but are not disclosed.
304
C&S Paper Co., Ltd. Annual Report 2020
(2) Explanations are also necessary if the Company has no significant contingent matters to be disclosed
There are no significant contingent matters to be disclosed in the Company.
3. Others: None
XV. Events after Balance Sheet Date
1. Significant non-adjusting events:None
2. Profit distribution:None
3. Sales return: None:None
4. Explanation on other events after the balance sheet date: None
1. Important external investment
The Company convened the 31st Meeting of the fourth session of the Board of Directors and the 2nd extraordinary meeting of shareholders on January 13, 2021 and January 29, 2021, respectively. The meetings reviewed and adopted the Proposal on Building a New 400,000-ton High-grade Household Paper Project . The new project aims to promote the Company to further expand its production capacity, meet the demands for future sales growth in East China market, and create new profit growth points for the Company. With a total projected investment of RMB2.550 billion and a planned capacity of 400,000 tons, the project will be implemented in phases. The first phase is planned to have an investment of RMB600 million and an output of 100,000 tons of high grade household paper.
In order to meet the development needs of the new project, the Company, with its own funds of RMB200 million, established a wholly-owned subsidiary C&S (Jiangsu) Paper Co., Ltd. on February 27, 2021 in Suqian City of Jiangsu Province.
On March 15, 2021, the Company signed the Investment Agreement for the New 400,000-ton High-grade Household Paper Project in Suqian with Sucheng District People’s Government of Suqian City and the Management Committee of Yunhe Suqian Port Industrial Park, respectively.
2. Profit distribution plan
Pursuant to resolutions made on the fourth meeting of the fifth session of the Board of Directors on April 27, 2021, the profit distribution proposal in 2020 is as follows: distribute cash dividend of RMB 1.0 (tax included) for every 10 shares to all shareholders and issue 0 bonus shares (tax included) based on the Company’s total share capital minus the number of repurchased shares as of the registration date of the Company’s implementation of the profit
305
C&S Paper Co., Ltd. Annual Report 2020
distribution plan; meanwhile, the Company will not transfer capital reserve into share capital. Where the Company’s share capital changes due to repurchase and cancellation of restricted shares, option exercise, and other reasons on the future equity registration date for the implementation of the distribution plan, the Company will maintain the same distribution amount for every 10 shares and change the total distributed amount accordingly. This proposal can be implemented only after being reviewed and passed on the shareholder’s general meeting.
XVI. Other Significant Matters
1. Corrections to previous accounting errors
(1) Retroactive restatement approach:None
(2) Prospective approach:None
2. Debt restructuring: None
3. Assets replacing
(1) Exchange of non-monetary assets: None
(2) Other asset replacing: None
4. Annuities plan: None
5. Operation discontinuation
Other description: None
6. Segment information
(1) Determination basis and accounting policies of reporting segments
The Company does not have operating segments with different economic features and hence has not identified operating segments according to internal organization structure, management requirements and internal reporting policies. Therefore, there was no information on reporting segments based on operating segments to be disclosed.
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(2) Financial information on reporting segments:None
(3) Explanation on reasons if the Company has no reporting segments or is unable to disclose the total assets and liabilities of the reporting segments: None
(4) Other description: None
7. Other important transactions and matters that may affect the decisions of investors: None
8. Others
External guarantees of the Company
In 2020, the Company signed the XIAOYIDA Business Cooperation Agreement with Bank of China Limited Zhongshan branch and Shanghai Junmeng E-commerce Co., Ltd. (No. 2020-XYDXY-33725001), under which the bank offers a credit line of XIAOYIDA service up to RMB130 million to Shanghai Junmeng and the Company provides a joint and several liability guarantee. The line of credit is valid until June 4, 2021. As of December 31, 2020, Shanghai Junmeng had no financing balance of the XIAOYIDA service.
In 2020, Zhongshan Trading signed the XIAOYIDA Business Cooperation Agreement with Bank of China Limited Zhongshan branch and Wuhan Jie Rou E-commerce Co., Ltd. (No. 2020-XYDXY-33725002), under which the bank offers a credit line of XIAOYIDA service up to RMB80 million to Wuhan Jie Rou and the Company provides a joint and several liability guarantee. The line of credit is valid until June 4, 2021. As of December 31, 2020, Wuhan Jie Rou had no financing balance of the XIAOYIDA service.
XVII. Notes to Major Items of Financial Statements of the Parent Company
1.Accounts receivable
(1) Accounts receivable disclosure by category
Unit: RMB
| Balance at the end of the year | Balance at the end of the year | Balance at the end of the year | Balance at the end of the year | Balance at | Balance at | the beginning of the year | the beginning of the year | the beginning of the year | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Type | Book balance | Impairment | Book balance | Impairment | ||||||
| provision | Book | provision | ||||||||
| Book value |
||||||||||
| Amount | Percenta | Amount | Provision | value |
Amount | Percentag | Amount | Provision |
||
| ge | ratio | e | ratio |
307
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| Including: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Accounts receivable | 1.49% |
|||||||||
| for which bad debt | 94,047,3 | 1,399,99 |
92,647,37 | 128,480,8 | 1,277,442 |
127,203,42 |
||||
100.00% |
100.00% |
0.99% |
||||||||
| reserve is set aside in | 65.99 | 3.66 |
2.33 | 69.70 |
.83 |
6.87 |
||||
| portfolios | ||||||||||
| Including: | ||||||||||
| Portfolio based on | 56,099,6 | 1,399,99 |
2.50% |
54,699,68 | 44,573,10 | 1,277,442 |
43,295,665. |
|||
59.65% |
34.69% |
2.87% |
||||||||
| aging | 81.03 | 3.66 |
7.37 | 8.11 |
.83 |
28 |
||||
| Portfolio based on | 37,947,6 | 37,947,68 | 83,907,76 | 83,907,761. | ||||||
40.35% |
65.31% |
|||||||||
| related parties | 84.96 | 4.96 | 1.59 |
59 | ||||||
| 94,047,3 | 1,399,99 |
1.49% |
92,647,37 2.33 |
128,480,8 | 1,277,442 |
127,203,42 6.87 |
||||
| Total | 100.00% |
100.00% |
0.99% |
|||||||
| 65.99 | 3.66 |
69.70 |
.83 |
|||||||
Bad debt reserve set aside individually: None
Bad debt reserve set aside in portfolios: 1,399,993.66
Unit: RMB
| Balance at the end of the period | Balance at the end of the period | Balance at the end of the period | |
|---|---|---|---|
| Name | |||
| Book balance | Impairment provision | Book balance | |
| Within the credit period | 47,886,975.14 | 957,739.50 |
2.00% |
| Credit period - 1 year | 8,058,493.48 | 402,924.67 |
5.00% |
| 1 to 2 years | 46,228.20 | 6,934.23 |
15.00% |
| 2 to 3 years | 107,984.21 | 32,395.26 |
30.00% |
| 3 to 5 years | 50.00% | ||
| Over 5 years | 100.00% | ||
| Total | 56,099,681.03 | 1,399,993.66 |
-- |
Description of reason for the portfolio:
Accounts receivable with the same aging have similar credit risk characteristics.
Description of reason for the portfolio: None
Provision of bad debt reserve by portfolio:
Description of reason for the portfolio:
If the bad debt reserve of accounts receivable is set aside according to general model of expected credit loss,
308
C&S Paper Co., Ltd. Annual Report 2020
please refer to the disclosure method of other receivables to disclose relevant information on bad debt reserve: Relevant information:
□ Applicable √ Not applicable
Disclosure by aging
Unit: RMB
| Aging | Book balance |
|---|---|
| Within 1 year (inclusive) | 93,893,153.58 |
| 1 to 2 years | 46,228.20 |
| 2 to 3 years | 107,984.21 |
| Total | 94,047,365.99 |
(2) Bad debt reserve that is set aside, recovered or transferred back in the reporting period
Provision of bad debt reserve of the reporting period:
Unit: RMB
| Type | Balance at the | Amount of change in the reporting period | Amount of change in the reporting period | Amount of change in the reporting period | Amount of change in the reporting period | Balance at the |
|---|---|---|---|---|---|---|
| beginning of the | Provision | Recovery or | Write-off | Others | end of the period | |
| period | reversal | |||||
| Accounts | ||||||
| 1,277,442.83 | 122,550.83 |
1,399,993.66 | ||||
| receivable | ||||||
| Total | 1,277,442.83 | 122,550.83 |
1,399,993.66 |
(3) Accounts receivable actually written off in the reporting period
Description of write-offs of accounts receivable: The Company did not have written-off accounts receivable in the reporting period.
(4) Top five debtors in closing balance of accounts receivable
Unit: RMB
Name of institution Balance of accounts receivable Percentage in total balance of Balance for bad debt reserve at
309
C&S Paper Co., Ltd. Annual Report 2020
| at the end of the period | accounts receivable at the end | the end of the period | |
|---|---|---|---|
| of the period | |||
| 1st | 16,054,158.77 | 17.07% |
|
| 2nd | 11,773,496.66 | 12.52% |
235,469.93 |
| 3rd | 11,018,467.37 | 11.72% |
|
| 4th | 10,804,984.84 | 11.49% |
|
| 5th | 10,644,841.40 | 11.32% |
295,062.16 |
| Total | 60,295,949.04 | 64.12% |
(5) Accounts receivable derecognized due to transfer of financial assets
The Company has no accounts receivable derecognized due to the transfer of financial assets as at the end of the reporting period.
(6) Amounts of assets and liabilities that are formed by the transfer and ongoing involvement of accounts receivable
The Company has no amounts of assets and liabilities that are formed by the transfer and ongoing involvement of accounts receivable as at the end of the reporting period.
Other description: None
2. Other receivables
Unit: RMB
| Item | Balance at the end of the period | Balance at the beginning of the period |
|---|---|---|
| Other receivables | 136,987,584.64 | 637,511,752.54 |
| Total | 136,987,584.64 | 637,511,752.54 |
310
C&S Paper Co., Ltd. Annual Report 2020
(1) Interest receivable
1) Classification of interest receivable: None
2) Significant overdue interest
Other description: None
3) Provision of bad debt reserve
□ Applicable √ Not applicable
(2) Dividends receivable
1) Classification of dividends receivable: None
2) Significant dividends receivable exceeding one year: None
3) Provision of bad debt reserve
□ Applicable √ Not applicable
Other description: None
(3) Other receivables
1) Classification of other receivables by nature
Unit: RMB
| Book balance at the beginning of the | ||
|---|---|---|
| Nature | Book balance at the end of the period | |
| period | ||
| Current accounts | 131,125,900.41 | 636,793,035.80 |
| Reserve | 639,681.19 | 702,001.66 |
| Margins and deposits | 113,606.00 | 31,500.00 |
| Others | 5,494,420.94 | 44,314.48 |
| Total | 137,373,608.54 | 637,570,851.94 |
311
C&S Paper Co., Ltd. Annual Report 2020
2) Provision of bad debt reserve
Unit: RMB
| Phase I | Phase II | Phase III | ||
|---|---|---|---|---|
| Expected credit loss in | Expected credit losses in the |
Expected credit losses in |
||
| Bad debt provision | Total | |||
| the next 12 months | whole duration (without | the whole duration (with | ||
| credit impairment) | credit impairment) | |||
| Balance as at January 1, 2020 | 59,099.40 | 59,099.40 | ||
| Balance as at January 1, 2020 | ||||
| —— | —— | —— | —— | |
| in the reporting period | ||||
| Provision in the reporting | ||||
| 334,513.61 | 334,513.61 | |||
| period | ||||
| Write-off in the reporting | ||||
| 7,589.11 | 7,589.11 | |||
| period | ||||
| Balance as at December 31, | ||||
| 386,023.90 | 386,023.90 | |||
| 2020 | ||||
Description of changes in the book balance where there are significant changes in provision for the current period
□ Applicable √ Not applicable
Disclosure by aging
Unit: RMB
| Aging | Book balance |
|---|---|
| Within 1 year (inclusive) | 137,361,254.49 |
| 1 to 2 years | 2,000.00 |
| Over 3 years | 10,354.05 |
| 4 to 5 years | 8,354.05 |
| Over 5 years | 2,000.00 |
| Total | 137,373,608.54 |
3) Bad debt reserve that is set aside, recovered or transferred back in the reporting period
Provision of bad debt reserve of the reporting period:
312
C&S Paper Co., Ltd. Annual Report 2020
Unit: RMB
| Balance at the | Amount of change in the reporting period |
Amount of change in the reporting period |
Amount of change in the reporting period |
Amount of change in the reporting period |
||
|---|---|---|---|---|---|---|
| Balance at the end | ||||||
| Category | beginning of | Provision | Recovery or | Write-off | Others | |
| of the period | ||||||
| the period | reversal | |||||
| Other receivables | 59,099.40 | 334,513.61 |
7,589.11 | 386,023.90 | ||
| Total | 59,099.40 | 334,513.61 |
7,589.11 | 386,023.90 |
The amount of other accounts receivable written-off by the Company in the year was RMB7,589.11.
Where the amount of recovered or reversed bad debt reserve in the reporting period is important: None
4) Other receivables actually written off in the reporting period
Unit: RMB
| Item | Write-off amount |
|---|---|
| Other receivables actually written off | 7,589.11 |
Description on the write-offs of other receivables: None
5) Top five debtors in closing balance of other accounts receivable
Unit: RMB
| Percentage in total | |||||
|---|---|---|---|---|---|
| Balance of bad debt | |||||
| Nature of the amount |
Balance at the end | balance of other | |||
| Name of institution | Aging | reserve at the end of |
|||
| of the period | receivables at the end | ||||
the period |
|||||
| of the period | |||||
| 1st | Current accounts | 109,851,720.66 | Within 1 year |
79.97% | |
| 2nd | Current accounts | 15,148,739.75 | Within 1 year |
11.03% | |
| 3rd | Others | 5,431,871.82 | Within 1 year |
3.95% | 271,593.59 |
| 4th | Current accounts | 4,769,618.48 | Within 1 year |
3.47% | |
| 5th | Others | 226,614.54 | Within 1 year |
0.16% | 11,330.73 |
| Total | -- | 135,428,565.25 | -- |
98.58% | 282,924.32 |
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C&S Paper Co., Ltd. Annual Report 2020
6) Receivables involving government grants: None
7) Other receivables derecognized due to the transfer of financial assets: None
8) Amount of assets and liabilities that are formed by the transfer and ongoing involvement of other receivables: None
3. Long-term equity investment
Unit: RMB
| Balance at the end of the | Balance at the end of the | period | Balance at the beginning of t | Balance at the beginning of t | he period | |
|---|---|---|---|---|---|---|
| Item | Impairment | Impairment provision |
||||
| Book balance | Book value | Book balance | Book value | |||
| provision | ||||||
| Investment in | ||||||
| 1,928,113,219.50 | 1,928,113,219.50 | 1,231,245,128.96 |
1,231,245,128.96 | |||
| subsidiaries | ||||||
| Total | 1,928,113,219.50 | 1,928,113,219.50 | 1,231,245,128.96 |
1,231,245,128.96 |
(1) Investment in subsidiaries
Unit: RMB
| Investee | Opening balance | Increase/decrease in the period | Increase/decrease in the period | Increase/decrease in the period | Increase/decrease in the period | Closing balance | Closing |
|---|---|---|---|---|---|---|---|
| (book value) | Increase in | Decrease in | Impairmen | Others | (book value) |
balance of | |
| investment | investment | t Provision |
impairme | ||||
| nt | |||||||
| provision | |||||||
| Jiangmen Zhongshun Paper | 1,114, | ||||||
| 697,499,879.18 | 698,614,821.47 |
||||||
| Co., Ltd. | 942.29 | ||||||
| 12,156 | |||||||
| C&S (Sichuan) Paper Co., | |||||||
| 161,228,847.04 | ,592.9 | 173,385,439.98 | |||||
| Ltd. | |||||||
| 4 | |||||||
| 4,431, | |||||||
| C&S (Yunfu) Paper Co., Ltd. | 135,405,965.05 | 518,000,000.00 |
657,837,465.42 |
||||
| 500.37 | |||||||
314
C&S Paper Co., Ltd. Annual Report 2020
| Zhongshan Zhongshun | 3,205, | ||||||
|---|---|---|---|---|---|---|---|
| 91,611,393.55 | 94,817,296.68 |
||||||
| Trading Co., Ltd. | 903.13 | ||||||
| Zhejiang Zhongshun Paper | 5,265, | ||||||
| 51,259,117.44 | 56,524,520.15 |
||||||
| Co., Ltd. | 402.71 | ||||||
| 5,379, | |||||||
| C&S (Hubei) Paper Co., Ltd. | 43,037,008.50 | 147,600,000.00 |
196,016,245.13 |
||||
| 236.63 | |||||||
| C&S (Yunfu) Trading Co., | |||||||
| 30,200,274.51 | 30,200,274.51 | ||||||
| Ltd. | |||||||
| C&S (Zhongshan) Paper Co., | |||||||
| 12,683,100.00 | 12,683,100.00 | ||||||
| Ltd. | |||||||
| C&S (Dazhou) Paper Co., | |||||||
| 6,000,000.00 | 6,000,000.00 | ||||||
| Ltd. | |||||||
| Chengdu Zhongshun Paper | -610,1 | ||||||
| 1,237,694.60 | 627,524.58 |
||||||
| Co., Ltd. | 70.02 | ||||||
| Xiaogan C&S Trading Co., | -227,7 | ||||||
| 539,220.62 | 311,467.66 |
||||||
| Ltd. | 52.96 | ||||||
| Zhong Shun International | 503,25 | ||||||
| 281,784.47 | 785,042.74 |
||||||
| Co., Ltd. | 8.27 | ||||||
| Sun Daily Necessities Co., | |||||||
| 200,000.00 | 200,000.00 | ||||||
| Ltd. | |||||||
| Hangzhou Jie Rou Trading | 46,047 | ||||||
| 58,048.00 | 104,095.00 |
||||||
| Co., Ltd. | .00 | ||||||
| 3,130. | |||||||
| Huicong Paper Co., Ltd. | 2,796.00 | 5,926.18 |
|||||
| 18 | |||||||
| 1,231,245,128.96 | 31,268 | 1,928,113,219.50 |
|||||
| Total | 665,600,000.00 |
,090.5 | |||||
| 4 |
315
C&S Paper Co., Ltd. Annual Report 2020
(2) Investment in associates and joint ventures
(3) Other description: None
4. Operating income and operating cost
Unit: RMB
| Incurred in the current period | Incurred in the current period | Incurred in the prior period | Incurred in the prior period | |
|---|---|---|---|---|
| Item | ||||
| Income | Cost | Income | Cost | |
| Principal business | 1,034,162,235.27 | 822,204,492.12 |
986,520,042.70 |
803,354,181.11 |
| Others | 598,353,119.61 | 555,594,473.69 |
301,127,650.65 |
281,122,201.68 |
| Total | 1,632,515,354.88 | 1,377,798,965.81 |
1,287,647,693.35 |
1,084,476,382.79 |
Information related to income:
Unit: RMB
| Contract classification | Branch 1 | Branch 2 | Total | |
|---|---|---|---|---|
| By product type | 1,632,515,354.88 | 1,632,515,354.88 | ||
| Including: | ||||
| Household paper | 1,025,893,623.14 | 1,025,893,623.14 | ||
| Personal care | 8,268,612.13 | 8,268,612.13 | ||
| Others | 598,353,119.61 | 598,353,119.61 | ||
| By operating region | 1,632,515,354.88 | 1,632,515,354.88 | ||
| Including | ||||
| Domestic | 1,632,515,354.88 | 1,632,515,354.88 | ||
| Abroad | 0.00 | 0.00 | ||
| Including: | ||||
| Including: | ||||
| Including: | ||||
| Including: | ||||
| Including: | ||||
| Total | 1,632,515,354.88 | 1,632,515,354.88 |
316
C&S Paper Co., Ltd. Annual Report 2020
Information related to performance obligation: None
Information related to the transaction price apportioned to the remaining performance obligation:
The amount of income corresponding to the obligations of contract performance with an executed contract that is
not performed or fully performed at the end of the reporting period is RMB5,720,659.36, of which the income of RMB5,720,659.36 is expected to be confirmed as income in the year of 2021.
Other description: None
5. Return on investment
| Unit: RMB Incurred in the current period Incurred in the last period 140,000,000.00 60,000,000.00 3,256,231.99 333,745.61 143,256,231.99 60,333,745.61 |
Unit: RMB Incurred in the current period Incurred in the last period 140,000,000.00 60,000,000.00 3,256,231.99 333,745.61 143,256,231.99 60,333,745.61 |
|
|---|---|---|
| Item | Incurred in the current period | Incurred in the last period |
| Income from long-term equity-based | ||
| investment accounted for using the cost | 140,000,000.00 | 60,000,000.00 |
| method | ||
| Others | 3,256,231.99 | 333,745.61 |
| Total | 143,256,231.99 | 60,333,745.61 |
6. Others: None
XVIII. Supplementary Information
1.List of non-recurring profits and losses of the reporting period
- √ Applicable □ Not applicable
| Unit: RMB Amount Description -2,980,604.57 28,533,162.96 |
Unit: RMB Amount Description -2,980,604.57 28,533,162.96 |
|
|---|---|---|
| Item | Amount | Description |
| Profits/losses from the disposal of | ||
| -2,980,604.57 | ||
| non-current asset | ||
| Governmental grants reckoned into current | ||
| profits/losses (not including grants enjoyed | ||
| 28,533,162.96 | ||
| in quota or ration according to national | ||
| standards, which are closely relevant to the |
317
C&S Paper Co., Ltd. Annual Report 2020
| company’s business) | ||
|---|---|---|
| Returns on principal-protected wealth | ||
| Profits/losses from assets entrusted to others | ||
| 3,868,134.28 | management products at maturity and |
|
| for investment or management | ||
| reverse repo of treasury bonds | ||
| Other non-operating income and expenses | ||
| -13,442,144.41 | ||
| except for the aforementioned items | ||
| Less: Influence of income tax | 1,642,453.66 | |
| Total | 14,336,094.60 | -- |
Reason shall be provided if the company defines non-recurring profit and loss items as defined or listed in the No.
1 Explanatory Announcement on Information Disclosure for Companies Offering their Securities to the
Public—Non-recurring Profit and Loss as recurring profit and loss items.
□ Applicable √ Not applicable
2. Return on net assets and earnings per share
| Earnings per share | Earnings per share | ||
|---|---|---|---|
| Profit in the reporting period | Weighted average return on net assets | Basic earnings per share | Diluted earnings per |
| (RMB/share) | share (RMB/share) | ||
| Net profit attributable to the | 0.70 |
0.69 |
|
| ordinary shareholders of the | 19.86% | ||
| Company | |||
| Net profit attributable to the | |||
| ordinary shareholders of the | |||
| 19.55% | 0.69 |
0.68 |
|
| Company after excluding | |||
| non-recurring profit and loss |
3. Difference in accounting data under domestic and international accounting standards
(1) Net profit and net asset differences under International Financial Reporting Standards (IFRS) and Chinese Accounting Standards (CAS)
□ Applicable √ Not applicable
318
C&S Paper Co., Ltd. Annual Report 2020
- (2) Net profit and net asset differences under foreign accounting standards and Chinese Accounting Standards (CAS)
□ Applicable √ Not applicable
(3) Explanation of reasons for the differences between accounting data disclosed under domestic and overseas accounting standards. If differences are adjusted based on data audited by overseas audit institutions, the name of the institution should be noted.
4. Others
319
C&S Paper Co., Ltd. Annual Report 2020
Section XIII Documents Available for Inspection
1. The Annual Report 2020 affixed with the signature of Mr. Deng Yinzhong, the Company’s legal representative
2. Financial statements affixed with the signatures and stamps of Mr. Deng Yingzhong, the legal representative of the Company, Mr. Dong Ye, person in charge of accounting, and Ms. Xu Xianjing, person in charge of accounting department of the Company
3. Original of the audit report affixed with the stamp of Mazars Certified Public Accountants
- (LLP) and the signatures and stamps of certified public accountants Mr. Wang Bing and Mr. Pan Guiquan.
4. All original copies of the Company’s documents and the original drafts of the Company’s announcements as disclosed in the newspaper designated by the CSRC during the reporting period
5. Other relevant documents
6. Place for document inspection: Office of the Board of Directors
320