600618_2014_氯碱化工_2014年年度报告_2015-03-30.pdf

2014 年年度报告 1/74 Company code:600618 Company name:Chlor-Alkali Chemical Shanghai Chlor-Alkali Chemical Co.,Ltd.2014 Annual Report Important Notice 1.The Board of Directors,the Supervisory Committee,Directors,Supervisors and senior executives of the the company ensure the content of this Annual Report is true,accurate and integrative,not having any false statement,misleading representation or significant omission,and will take joint and several legal responsibilities for the Report.2.All the Directors of the Company attended the Board meeting.3.BDO China Shu Lun Pan Certified Public Accountants LLP issued an auditors report with standard and unqualified opinion for the Company.4.Mr.Huang Dailie,principal of the Company,Mr.He Gang,principal in charge of accounting of the Company,and Mr.Lai Yonghua,head of accounting department(accounting officer)declare to guarantee the truth,accuracy and integrity of the financial report in this Annual Report.5.The proposal on profit distribution and proposal on capital reserve transferring into share capital examined by the Board of Directors According to the 2014 annual financial audit issued by BDO China Shu Lun Pan Certified Public Accountants LLP engaged by the Company,the net profit of the parent company in 2014 is RMB-586,490,853.47 and the undistributed profit at beginning of the year is RMB 11,631,767.29.In 2014 the Company distributed the profit of 2013 of RMB 5,781,999.88 to the shareholders.It executed the No.9 Enterprise Accounting Standard-Employees Salary(amended)amended by the Ministry of Finance,reducing the undistributed profit at beginning of the year by RMB 177,320,000.00 according to the clause 31 of the Standard and making the profit available for dividend at end of the year being RMB-757,961,086.06.Therefore,the Company is not capable of distributing profit for 2014,not making cash bonus for 2014.6.The declaration on the risk for forward looking statement The future plan or other forward looking statement included in this Report shall not constitute the Companys substantial commitment to the investors,and we remind the investors to pay attention to the investment risks.2014 年年度报告 2/74 7.Is there any non-operational fund occupation by the controlling shareholder or the related parties?No 8.Is there any guarantee for outside entities in violation of the stipulated decision-making process?No 2014 年年度报告 3/74 Contents 第一节 Paraphrase and Important Risk Prompt.4 第二节 Company Profile.5 第三节 Financial Highlights.7 第四节 Report of the Board of Directors.10 第五节 Major Events.28 第六节 Changes of Share Capital and Particulars of Shareholders.38 第七节 Particulars of the Preference Shares.41 第八节 Particulars of the Directors,Supervisors,Senior Executives and Staff Members.42 第九节 Company Governance.51 第十节 Internal Control.54 第十一节 Financial Report.56 第十二节 Documents for Reference.74 2014 年年度报告 4/74 1.Paraphrase and Important Risk Prompt 1.Paraphrase In this Report,except otherwise indicated,these words and expressions shall have the meanings as follows:Paraphrase for generally-used expressions CSRC means China Securities Regulatory Commission SSRB means Shanghai Regulatory Bureau of China Securities Regulatory Commission Huayi Group means Shanghai Huayi(Group)Company The Company,Company,or Chlor-Alkali Chemical means Shanghai Chlor-Alkali Chemical Co.,Ltd.Sodium hydroxide means Molecular formula:NaOH;a strong soluble alkali.Sodium hydroxide is easy to be solved into water,has strong alkalinity,and can supply Na+ion.These properties make it used widely in the industries such as soap-making,textile industry,printing and dyeing,blanching,papermaking,petroleum refining,metallurgy and other chemical industries.Chlorine gas means Molecular formula:Cl2.As an important chemical raw material,chlorine gas is widely used in the industries such as papermaking,printing and dyeing,pigment,bleaching powder,textile industry,chemical fiber,grease petroleum,rubber,plastic,pharmacy,disinfection,agricultural pesticide,metallurgy and electronic industry.EDC means Ethylene dichloride.Achromic or yellowish transparent liquid with specific gravity of about 1.26 and odor similar to chloroform,insoluble in water,dissolve in ethyl alcohol and ethyl ether.Mainly used as the solvent for wax,fat and rubber,and also used in producing vinyl chloride and polycarbonate.PPVC means Paste resin.The Companys production for paste resin mainly adopts two processes,mixing method and seed emulsion polymerization,and the paste resin is mainly used in the products such as the artificial leather,floor leather,wall paper,toy and bottle cap.TPVC means Special resin.The special resin produced by the Company is mainly the customer specially-used material,the medical resin with high polymeric level such as plasma bag,infusion tube and the seal with high elasticity and the resin specially used for primary coating in automobiles.CPVC means Chlorinated polyvinyl chloride.Mainly used in various pipes with different caliber and the related fittings such as elbow and T-joint,the valve body and the wig.2.Important notice for risk The Company has described in details the risk factors existing in the Company in the Report.Please consult the content about the risk factors possibly faced in the outlook for future development and the countermeasures made by the Board of Directors.2014 年年度报告 5/74 2.Company Profile 1.Company information Chinese name of the Company 上海氯碱化工股份有限公司 Short form 氯碱化工 English name of the Company SHANGHAI CHLORALKALI CHEMICAL CO.，LTD.Abbreviation SCAC Legal representative of the Company Mr.Huang Dailie 2.Contact information Secretary of the Board of Directors Securities representative Name Xu Peiwen Shen Qinyi Contact address 4747 Longwu Rd.,Shanghai 4747 Longwu Rd.,Shanghai Tel.021-64340601 021-64342640 Fax 021-64341341 021-64341438 E-mail shqy_ 3.Basic information Registered address of the Company 4747,4800 Longwu Rd.,Shanghai Zip code of registered address 200241 Business address of the Company 4747 Longwu Rd.,Shanghai Zip code of business address 200241 Website E-mail 4.Information disclosure and filing site Newspapers for information disclosure selected by the Company China Securities News,Shanghai Securities News,Securities Post and Hong Kong Commercial Daily Website appointed by China Securities Regulatory Commission for carrying annual report Site for filing annual report 4747 Longwu Rd.,Shanghai 5.The Companys share The Companys share Type of share Stock exchange for listing of share Share name Share code Share name before change A share Shanghai Stock Exchange Chlor-Alkali Chemical 600618 B share Shanghai Stock Exchange Chlor-Alkali B Share 900908 6.Change of registration during the report period 1)Index of the Companys first registration For the Companys first registration,please see Brief Introduction to the Company in 2011 Annual Report.2014 年年度报告 6/74 2)Change in the Companys main business since its listing in stock market The Company has not got any change in its main business since its listing in the stock market.3)Change in the Companys controlling shareholder since its listing in stock market The Company has not got any change in its controlling shareholder since its listing in the stock market.7.Other relevant information Public accounting firm engaged by the Company(domestic)Name BDO China Shu Lun Pan Certified Public Accountants LLP Business address 4th Floor,New Huangpu Financial Plaza,No.61,East Nanjing Rd.,Shanghai,China Name of the accountant for signing Gu Xuefeng,Ling Min 8.Other On December 30,2014,the Company convened the 16th meeting of 8th Board of Directors,which elected Mr.Huang Dailie the Chairman of the Board.On January 5,2015,the Company completed the procedure for official alteration.2014 年年度报告 7/74 3.Financial Highlights 1.Main accounting data and financial indexes of previous 3 years before end of the report period 1)Main accounting data Unit:RMB Main accounting data 2014 Interim Report 2013 Increase or decrease than same period of last year(%)2012 After adjustment Before adjustment Operating income 7,015,409,267.56 6,974,211,654.53 6,974,211,654.53 0.59 6,340,883,649.76 Net profit attributable to shareholders of the listed Company-592,502,499.95 16,623,782.76 16,623,782.76-3,664.19 102,542,136.82 Net profit attributable to shareholders of the Company,after non-recurring profit and loss-262,177,332.00-139,868,977.14-139,868,977.14 Not applicable 65,211,838.90 Net cash flow from operating activities-29,059,999.83 580,026,390.02 580,026,390.02-105.01 644,308,830.14 End of 2014 End of 2013 Increase or decrease(%)End of 2012 After adjustment Before adjustment Net assets attributable to shareholders of the Company 2,164,655,507.39 2,848,201,003.60 2,848,201,003.60-24.00 2,828,464,570.60 Total assets 5,754,717,626.22 5,992,581,029.65 5,992,581,029.65-3.97 6,340,132,786.82 2)Main financial indexes Main financial indexes 2014 2013 Increase or decrease than same period of last year(%)2012 After adjustment Before adjustment Basic earnings per share(RMB/share)-0.5124 0.0144 0.0144-3,658.33 0.0887 Diluted earnings per share(RMB/share)-0.5124 0.0144 0.0144-3,658.33 0.0887 Basic earnings per share after non-recurring profit and loss(RMB/share)-0.2267-0.121-0.121 Not applicable 0.0564 Return on net assets,weighted average(%)-24.4467 0.5857 0.5857 Decrease by 25.03 percentage points 3.6921 Return on net assets after non-recurring profit and loss,weighted average(%)-10.8175-4.9279-4.9279 Decrease by 5.89 percentage points 2.3480 2.Difference of accounting data between domestic and overseas accounting standards 1)The difference of net profit and net assets attributable to shareholders of the Company between the international accounting standard and Chinese accounting standards Applicable Not applicable 2014 年年度报告 8/74 2)The difference of net profit and net assets attributable to shareholders of the Company between the international accounting standards and Chinese accounting standards Applicable Not applicable 3.Items of non-recurring profit and loss Applicable Not applicable Unit:RMB Items of non-recurring profit or loss Amount in 2014 Note(if applicable)Amount in 2013 Amount in 2012 Profit or loss from disposal of non-current assets 1,111,822.13 71,743,954.84 12,512,201.40 Tax return and exemption approved by the authority beyond its right or with no official approval file,or occasionaly happened 1,120,000.00 3,754,074.00 Government subsidy attributable to profit and loss of current period,except such government subsidy closely related to the Companys normal business operation,meeting the regulation of national policy and enjoyed constantly in certain quota or quantity according to a certain standard 5,732,560.40 111,427,687.60 7,605,127.69 The income generated when the cost for the Company acquiring the investment in the subsidiaries,affiliated enterprises and the joint ventures is less than the fair value of the recognized net assets of the invested units enjoyed while acquiring the investment 7,427,541.47 The profit and loss from change of fair value due to holding of tradable financial assets and tradable financial liabilities and the income acquired from disposal of tradable financial assets,tradable financial liabilities and salable financial assets,except that from the effective hedge business related to the Companys normal operating business 136,030.13 Other non-operating revenue and expenditure other than above items 6,572,403.12 7,086,532.41 2,528,619.33 Other profit or loss items meeting the definition of non-recurring profit and loss-343,652,815.90 Compensation for personnel placement and related loss on work stoppage caused by the production halts of the PVC unit and the supporting facilities in Wujing Base-35,532,990.89 4,311,535.50 Impact of minority interests 50,515.48 -32,543.41-876,846.11 Impact of income tax-139,653.18 680,119.35-67,985.49 Total-330,325,167.95 156,492,759.90 37,330,297.92 4.Items measured with fair value Unit:RMB 2014 年年度报告 9/74 Item Beginning balance Closing balance Change in current period Impact on profit of current period Salable financial assets 10,926,604.39 14,914,742.76 3,988,138.37 55,663.83 Total 10,926,604.39 14,914,742.76 3,988,138.37 55,663.83 2014 年年度报告 10/74 第一节第一节 Report of the Board of Directors 1.Discussion and analysis of the Board of Directors on the operation status during the report period In 2014,Chinese economy started to enter the transfer period from high speed growing to middle speed growing.In order to fit such complicated and changeable economic situation,the Company implemented the strategy of innovation,upgrading and transformation in all aspects,kept on speeding up the adjustment and transfer in Wujing area and promoting the upgrading in the Chemical Park,made the optimization of operation and decrease of loss as basic target and focused on the significant projects such as ethylene tank and CPVC to keep the equilibrium of operation and sustainable development for the Company.Meanwhile,it continued to implement the strategy of going out unshakably,sought the chances of strategic cooperation and investment in the global market,and strived to exploit new space for enterprise development.The adjustment in Wujing Base makes the Company get the biggest loss with the amount of RMB 590,000,000 since its listing in stock market.However,through analysis to the loss,the expenditure of RMB 520,000,000 for the adjustment in Wujing Base is mainly the impairment appropriated for the units and the cost for placement of the employees.This expenditure will help the Company to alleviate the burden for its forthcoming development.For the production operation,after absorbing RMB 230,000,000 for the price rising of its main raw material ethylene and industrial electricity,the Company controls the loss at RMB 70,000,000.In 2014,the Company realized gross operating income of RMB 7,015,000,000,increasing by 0.59%than previous year,gross profit of RMB-583,000,000,decreasing by 1961.7%than previous year,net profit attributable to shareholders of the Company of RMB-592,000,000,decreasing by 3664.19%than previous year,and investment income of RMB 62,632,800,decreasing by 56.54%than previous year.1)Analysis on main business(1)Analysis on changes in relevant items in the income statement and cash flow statement Unit:RMB Item Current period Same period of last year Change ratio(%)Operating income 7,015,409,267.56 6,974,211,654.53 0.59 Operating cost 6,375,944,582.66 6,344,195,298.75 0.50 Selling cost 205,248,898.35 193,012,461.43 6.34 Management cost 633,388,738.66 416,638,560.56 52.02 Financial expenses 121,456,535.42 111,801,208.77 8.64 Net cash flow from operating activities-29,059,999.83 580,026,390.02-105.01 Net cash flow from investment activities-495,001,156.50-247,218,330.78 Not applicable Net cash flow from financing activities 353,435,963.67-327,297,981.40 Not applicable Expenditure on R&D 40,756,284.35 42,071,822.11-3.13 (2)Income(a)Analysis on the factor