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EXCEL - IDEA: XBRL DOCUMENT - China Shengda Packaging Group Inc.Financial_Report.xls
EX-31.2 - EXHIBIT 31.2 - China Shengda Packaging Group Inc.exhibit31-2.htm
EX-32.1 - EXHIBIT 32.1 - China Shengda Packaging Group Inc.exhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - China Shengda Packaging Group Inc.exhibit31-1.htm
EX-32.2 - EXHIBIT 32.2 - China Shengda Packaging Group Inc.exhibit32-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2013

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 001-34997

CHINA SHENGDA PACKAGING GROUP INC.
(
Exact Name of Registrant as Specified in Its Charter)

Nevada 26-1559574
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)  

No. 2 Beitang Road
Xiaoshan Economic and Technological Development Zone
Hangzhou, Zhejiang Province 311215
People’s Republic of China
(Address of principal executive offices, Zip Code)

(86) 571-82838805
(Registrant’s telephone number, including area code)

     _____________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]     No [   ] 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]     No [   ] 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ] Accelerated filer [   ]
Non-accelerated filer [   ]         Smaller reporting company [X]
(Do not check if a smaller reporting company)  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]    No [X]

The number of shares outstanding of each of the issuer’s classes of common stock as of August 14, 2014 is as follows:

Class of Securities Shares Outstanding
Common Stock, $0.001 par value 38,790,811


Quarterly Report on Form 10-Q
Period Ended June 30, 2014
 

TABLE OF CONTENTS

PART I 
FINANCIAL INFORMATION

Item 1.  Financial Statements
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 3.  Quantitative and Qualitative Disclosures About Market Risk 11 
Item 4.   Controls and Procedures. 11 

PART II 
OTHER INFORMATION

Item 1.  Legal Proceedings. 12 
Item 1A.  Risk Factors. 12 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds. 12 
Item 3.   Defaults Upon Senior Securities 12 
Item 4.  Mine Safety Disclosures. 13 
Item 5.  Other Information. 13 
Item 6.  Exhibits 13 

i


PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CHINA SHENGDA PACKAGING GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 
Consolidated Financial Statements
 
 
June 30, 2014
(Unaudited)
 



F-1


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES

CONTENTS

Contents Page(s)
Consolidated Balance Sheets F-3
Consolidated Statements of Operation and Comprehensive Income(loss) F-4
Consolidated Statements of Cash Flows F-5
Notes to Consolidated Financial Statements F-6 - F-24

F-2


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in US$)

 

  June 30,     December 31,  

  2014     2013  

  (Unaudited)        

ASSETS  

           

   Current assets  

           

         Cash and cash equivalents

$  9,451,385   $  6,569,495  

         Restricted cash

  13,069,952     10,129,756  

         Accounts and notes receivable, net

  39,016,432     42,710,653  

         Inventories

  19,706,615     18,605,074  

         Prepayments and other receivables

  2,894,590     1,583,203  

         Amount due from related parties

  127,410     225,822  

         Deductable value added tax payable

  1,855,162     3,056,867  

   Total current assets

  86,121,546     82,880,870  

 

           

   Non-current assets

           

         Property, plant and equipment, net

  66,543,778     68,481,643  

         Land use right

  11,761,519     11,988,879  

         Deferred tax assets

  2,221,870     1,505,981  

         Goodwill

  180,040     181,481  

Total assets

$  166,828,753   $  165,038,854  

 

           

LIABILITIES AND EQUITY

           

 

           

   Current liabilities

           

         Accounts and notes payable

$  34,497,775   $  32,820,222  

         Amounts due to related parties

  1,818,489     2,131,846  

         Accrued expenses and other payables

  3,048,600     2,889,933  

         Taxes payable

  1,132,253     1,215,127  

         Short-term loans

  10,808,000     10,048,000  

         Current portion of long-term loans

  -     4,500,000  

   Total current liabilities

  51,305,117     53,605,128  

 

           

   Non-current liabilities

           

         Long-term loans

  4,500,000     -  

   Total liabilities

$  55,805,117   $  53,605,128  

 

           

   Commitment and contingencies Equity

       

         Stockholders’ equity

           

         Common stock (US$0.001 par value, 
190,000,000 shares authorized, 38,790,811
shares issued and outstanding at June 30,
2014 and December 31, 2013)

  38,791     38,791  

         Additional paid-in capital

  43,036,464     43,036,464  

         Appropriated retained earnings

  7,655,969     7,240,218  

         Unappropriated retained earnings

  48,474,846     48,360,582  

         Accumulated other comprehensive income

  11,575,083     12,459,426  

         Total equity for stockholders of China Shengda Packaging

  110,781,153     111,135,481  

         Noncontrolling interest

  242,483     298,245  

Total equity

  111,023,636     111,433,726  

Total liabilities and equity

$  166,828,753   $  165,038,854  

See notes to the consolidated financial statements

F-3


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Amounts in US$)

    Three months ended June 30,     Six months ended June 30,  
    2014     2013     2014     2013  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  

Revenues

$  37,237,538   $ 33,488,279   $  69,527,517   $  60,580,249  

Cost of goods sold

  30,742,764     28,654,719     58,899,444     50,464,448  

Gross profit

  6,494,774     4,833,560     10,628,073     10,115,801  

Operating expenses

                       

     Selling expenses

  1,614,033     1,068,130     3,463,962     2,229,917  

     General and administrative expenses

  3,168,636     2,976,096     6,011,684     5,796,187  

 

  4,782,669     4,044,226     9,475,646     8,026,104  

Other income (expenses)

                       

     Interest income

  43,623     118,124     541,442     204,548  

     Interest expense

  (354,923 )   (186,519 )   (678,608 )   (314,221 )

     Subsidy income

  214,193     226,870     214,193     323,574  

     Other

  5,104     37,938     (636,341 )   37,938  

 

  (92,003 )   196,413     (559,314 )   251,839  

 

                       

Non-operating (income) expense

  55,040     30,717     (61,046 )   196,805  

 

  55,040     30,717     (61,046 )   196,805  

Income before income tax expense and noncontrolling interest

  1,565,062     955,030     654,159     2,144,731  

 

                       

     Income tax expense

  506,886     220,904     179,803     543,056  

Net income

  1,058,176     734,126     474,356     1,601,675  

     Net loss attributable to noncontrolling interest

  9,531     22,915     55,659     28,778  

Net income attributable to company’s common stockholders

$  1,067,707   $  757,041   $  530,015   $  1,630,453  

 

                       

Basic and diluted earnings per share

$  0.03   $  0.02   $  0.01   $  0.04  

Weighted-average number of shares outstanding - basic and diluted

  38,790,811     38,790,811     38,790,811     38,790,811  

 

                       

Comprehensive income (loss):

                       

Net income

  1,058,176     734,126     474,356     1,601,675  

     Foreign currency translation adjustment

  132,342     1,498,622     (884,446 )   2,084,569  

Comprehensive income (loss)

  1,190,518     2,232,748     (410,090 )   3,686,244  

     Comprehensive loss attributable to noncontrolling interest

  9,973     23,198     55,762     29,071  

 

                       

 

$  1,200,491   $  2,255,946   $  (354,328 ) $ 3,715,315  

See notes to the consolidated financial statements

F-4


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in US$)

    Six Months Ended June 30,  
    2014     2013  
    (Unaudited)     (Unaudited)  

Cash flows from operating activities

           

Net income

$  474,356   $  1,601,675  

Adjustments to reconcile net income to net cash provided by operating activities:

       

   Depreciation and amortization expenses

  3,913,433     2,464,701  

Deferred tax

  (726,504 )   (300,669 )

Loss from disposal of property, plant and equipment

  636,341     20,559  

Change in operating assets and liabilities:

           

   Restricted cash

  (324,200 )   3,730,288  

   Accounts and notes receivable

  3,343,059     1,081,846  

   Inventories

  (1,246,982 )   (4,945,023 )

   Prepayments and other receivables

  (1,316,122 )   (1,627,764 )

   Accounts and notes payable

  1,934,610     (8,074,364 )

   Amount due from(to) related party

  (199,440 )   237,425  

Accrued expenses and other payables

  244,698     1,674,009  

   Tax payables

  1,102,166     (613,973 )

   Net cash (used in) provided by operating activities

  7,835,415     (4,751,290 )

 

           

Cash flows from investing activities

           

   Purchase of property, plant and equipment

  (3,202,028 )   (3,285,327 )

   Proceeds from disposal of property, plant and equipment

  175,615     12,814  

Net cash used in investing activities

  (3,026,413 )   (3,272,513 )

 

           

Cash flows from financing activities

           

   Proceeds from short-term loans

  10,998,480     3,235,879  

   Proceeds from long-term loans

  4,497,226     -  

   Repayment of short-term loans

  (10,187,980 )   -  

   Repayment of current portion of long-term loans

  (4,497,226 )   -  

   Restricted cash

  (2,690,860 )   -  

   Net cash flows provided by(used in) financing activities

  (1,880,360 )   3,235,879  

 

           

   Effect of foreign currency exchange rate fluctuation on cash and cash equivalents

  (46,752 )   150,103  

   Net changes in cash and cash equivalents

  2,881,890     (4,637,821 )

Cash and cash equivalents, beginning of period

  6,569,495     11,903,937  

Cash and cash equivalents, end of period

$  9,451,385   $  7,266,116  

 

           

Cash paid during the period for:

           

Interest paid

$  509,851   $  314,221  

Income taxes paid

$  982,735   $  648,626  

See notes to the consolidated financial statements

F-5


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

1.

PRINCIPAL ACTIVITIES AND ORGANIZATION

   

The consolidated financial statements include the financial statements of China Shengda Packaging Group Inc. (the “Company” or “China Shengda Packaging”) and its subsidiaries, Evercharm Holdings Limited (“Evercharm”), Zhejiang Great Shengda Packaging Co., Ltd (“Great Shengda”), Zhejiang Shengda Color Pre- printing Co. Ltd (“Shengda Color”), Hangzhou Shengming Paper Co., Ltd (“Hangzhou Shengming”), Suzhou Asian and American Paper Products Co., Ltd (“Suzhou AA”), Jiangsu Shuangsheng Paper Technology Development CO., Ltd. (“Shuangsheng”), and Jiangsu Great Shengda Concept Packaging Development Co., Ltd. (“Shengda Concept”) . The Company and its subsidiaries are collectively referred to as the “Group”.

   

The Company, formerly named as Health place Corporation, was incorporated in the State of Nevada on March 16, 2007 as a web-based service provider offering an online service where health practitioners could purchase products and services to improve their work and home lives, including books, CDs, clothing, and accessories geared towards the needs of these practitioners. However, it did not engage in any operations and was dormant from its inception until its reverse acquisition of Evercharm on April 8, 2010.

   

On April 8, 2010,the Company completed a reverse acquisition transaction through a share exchange with Evercharm and its sole shareholder, Shengda (Hangzhou) Holdings Limited (“Shengda Holdings”), whereby China Shengda Packaging acquired 100% of the issued and outstanding capital stock of Evercharm, in exchange for 27,600,000 shares of China Shengda Packaging’s common stock, which constituted 92% of its issued and outstanding shares on a fully-diluted basis of China Shengda Packaging immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, Evercharm became China Shengda Packaging’s wholly-owned subsidiary and Shengda Holdings, the former shareholder of Evercharm, became China Shengda Packaging’s controlling stockholder. The share exchange transaction with Evercharm was treated as a reverse acquisition, with Evercharm as the accounting acquirer and China Shengda Packaging as the acquired party.

   

On April 29, 2010, the Company completed a private placement of shares of its common stock with a group of accredited investors. Pursuant to a securities purchase agreement with the investors, the Company issued to the investors an aggregate of 1,456,311 shares at a price per share ofUS$3.43 for US$5 million. Net proceeds after deducting offering costs were approximately US$4.0 million.

   

On December 10, 2010, the Company completed a public offering and issued an aggregate of 8,000,000 shares at a price per share of US$4.0 for US$32 million. Net proceeds after deducting offering costs were approximately US$29.7 million.

   

Evercharm was incorporated in British Virgin Islands (“BVI”) on September 15, 2004, and is a holding company without any operations.

   

Great Shengda, Evercharm’s wholly-owned subsidiary, was incorporated in Hangzhou city, Zhejiang province, People’s Republic of China(“PRC”) on November 22, 2004.Its registered capital was US$39million as of June 30, 2014. Great Shengda is engaged in manufacturing and processing corrugated paper cartons and paperboard and package decoration printing and selling.

   

Shengda Color, Great Shengda’s100% wholly-owned subsidiary, was incorporated in Hangzhou city, Zhejiang province, PRC on August 8, 2005 with registered capital of RMB10 million. Shengda Color is engaged in the manufacturing and sale of paper cartons and paperboard, as well as the research and development of paper packing technology.

   

Hangzhou Shengming,75% held by Shengda Color and 25% held by Evercham, was incorporated in Hangzhou city, Zhejiang province, PRC on December 28, 2006 with registered capital of US$12 million. It is engaged in the manufacturing and sale of paper cartons and paperboard, as well as the research and development of paper packing technology.

   

Suzhou AA was incorporated in Suzhou city, Jiangsu province, PRC on June 22, 2010, with registered capital amounting to RMB1.58 million. It is engaged in manufacturing and sales of paper products. On August 12, 2010, Great Shengda acquired 100% equity interest of Suzhou AA from its original shareholders, for cash consideration amounting to RMB3 million (US$0.44 million).

F-6


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

Shuangsheng was incorporated in Yancheng city, Jiangsu province, PRC on September 22, 2011. Shuangsheng has register capital amounting to RMB200 million, 98.68% held by Great Shengda and 1.32% held by Shuangdeng Paper Industrial Company Limited (“Shuangdeng Paper”), a company incorporated in PRC, and is controlled by the same ultimate stockholders of the Company. Shuangsheng is engaged in the business of new paper making technology, related research and the development, application, transfer and consultation of such relevant technology.

   

Shengda Concept, Great Shengda’s 100% wholly-owned subsidiary, was incorporated in Yangcheng city, Jiangsu province, PRC on June 16, 2014, with registered capital of RMB30.18 million. Shengda Concept is engaged in the manufacturing and sale of paper cartons and paperboard as well as the research development of paper packing technology. It was at the development stage as of June 30, 2014.

   
2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(a)

Basis of presentation

   

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

   

The consolidated interim financial information as of June 30, 2014 and for the six-month periods ended June 30, 2014 and 2013 have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and notes disclosures, which are normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have not been included. The consolidated interim financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, previously filed with the SEC.

   

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2014, its consolidated results of operations and cash flows for the six-month periods ended June 30, 2014 and 2013, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

   

Noncontrolling interest represents the ownership interests in a subsidiary that was held by owners other than the parent and is part of the equity of the consolidated group. The noncontrolling interest is reported in the consolidated statement of financial position within equity, separately from the parent’s equity. Net income or loss and comprehensive income or loss is attributed to the parent and the noncontrolling interest. If losses attributable to the parent and the noncontrolling interest in a subsidiary exceed their interests in the subsidiary’s equity, the excess, and any further losses attributable to the parent and the noncontrolling interest, is attributed to those interests.

   
(b)

Use of estimates

   

The preparation of financial statements in conformity with U.S. GAAP requires the Group to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the allowance for doubtful receivables, recoverability of the carrying amount of inventory, and the assessment of deferred tax assets or liabilities. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

F-7


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

(c)

Cash and cash equivalents

   

Cash includes not only currency on hand but demand deposits with banks or other financial institutions. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less.

   
(d)

Restricted cash

   

Restricted cash represents the deposits held as compensating balances against banks’ acceptances issued, loans borrowed, amounting to US$13,069,952 and US$10,129,756 as of June 30, 2014 and December 31, 2013, respectively.

   
(e)

Accounts and notes receivable

   

Accounts receivable are recognized and carried at original sales amounts less an allowance for uncollectible accounts, as needed.

   

Accounts receivable are reviewed periodically as to whether they are past due based on contractual terms and their carrying value has become impaired. An allowance for doubtful accounts is recorded in the period in which loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Accounts receivable balances are written off after all collection efforts have been exhausted. No significant account receivable balance was written off as of June 30, 2014 and December 31, 2013.

   

Notes receivable represent banks’ acceptances that have been arranged with third-party financial institutions by certain customers to settle their purchases from us. These banks’ acceptances are non-interest bearing and are collectible within six months. Such sales and purchasing arrangements are consistent with industry practices in the PRC.

   

There are no outstanding amounts from customers that individually represent greater than 10% of the total balance of accounts receivable as of June 30, 2014 and December 31, 2013.

   
(f)

Inventories

   

Inventories are stated at lower of cost or market. Cost is determined using weighted average method. Inventory includes raw materials, work in process and finished goods. The variable production overheads are allocated to each unit of production on the basis of the actual use of the production facilities. The allocation of fixed production overheads to the costs of conversion is based on the normal capacity of the production facilities.

   

Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, the inventories are written down to their fair value for the difference with charges to cost of sales.

   

No value was written down for the inventories as of June 30, 2014 and December 31, 2013.

   
(g)

Property, plant and equipment and construction in process

   

Other than those acquired in a business combination, property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. The historical cost of acquiring an item of property, plant and equipment includes the costs necessarily incurred to bring it to the condition and location necessary for its intended use. If an item of property, plant and equipment requires a period of time in which to carry out the activities necessary to bring it to that condition and location, the interest cost incurred during that period as a result of expenditures for the item is a part of the historical cost. This item is categorized as construction in progress and is not depreciated until substantially all the activities necessary to bring it to the condition and location necessary for its intended use are completed.

F-8


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

Depreciation of property, plant and equipment is calculated using the straight-line method (after taking into account their respective estimated residual value) over the estimated useful lives of the assets as follows:

  Years   Residual value
Buildings and improvements 5-20   5%-10%
Machinery 10   5%-10%
Office equipment 3-5   5%-10%
Motor vehicles 5   5%-10%

Depreciation of property, plant and equipment attributable to manufacturing activities is capitalized as part of inventories, and expensed to cost of goods sold when inventories are sold. Expenditures for maintenance and repairs are expensed as incurred.

   

The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of operations.

   

Construction in progress represented capital expenditure measured as the direct costs of construction or acquisition and design fees incurred. Capitalization of these costs ceases and the construction in progress is transferred to the appropriate category of property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. Construction in progress is not depreciated.

   
(h)

Land use right

   

Land use right represents the cost paid to the PRC government authorities. Land use right is amortized on a straight line basis over its estimated useful life, which is the periods over which the asset is expected to contribute directly or indirectly to the future cash flows of the Group. The land use right, with 166,533 square meters in area, has a term of 50 years and will expire in December 2058, the estimated useful life is as follows:


  Years   Residual value
Land use right 46   0%

(i)

Goodwill

   

Goodwill represents the excess of acquisition costs over the fair value of tangible net assets and identifiable intangible assets of businesses acquired. Goodwill and certain other intangible assets deemed to have indefinite lives are not amortized. Intangible assets determined to have definite lives are amortized over their useful lives. Goodwill and indefinite lived intangible assets are subject to impairment testing annually as of the fiscal year- end or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable by comparing carrying values to fair values and, when appropriate, the carrying value of these assets is reduced to fair value.

   
(j)

Foreign currency translation and transactions

   

The Company’s and Evercharm’s functional currency is the United States dollar (“US$”). The functional currency of the Company’s subsidiaries in the PRC is Renminbi (“RMB”).

   

At the date a foreign currency transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured initially in the functional currency of the recording entity by use of the exchange rate in effect at that date. The increase or decrease in expected functional currency cash flows upon settlement of a transaction resulting from a change in exchange rates between the functional currency and the currency in which the transaction is denominated is recognized as foreign currency transaction gain or loss that is included in determining net income for the period in which the exchange rate changes. At each balance sheet date, recorded balances that are denominated in a foreign currency are adjusted to reflect the current exchange rate.

F-9


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

The Company’s reporting currency is US$. Assets and liabilities of the PRC subsidiaries are translated at the current exchange rate at the balance sheet dates, equity is translated at the historical exchange rate at the injection date and revenues and expenses are translated at the average exchange rates during the reporting periods. Translation adjustments are reported in other comprehensive income.

   
(k)

Commitments and contingencies

   

In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, product and environmental liability, and tax matters. The Group records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Historically, the Group has not experienced any material service liability claims.

   
(l)

Appropriated retained earnings

   

The income of the Company’s PRC subsidiaries is distributable to its stockholders after transfer to reserves as required by relevant PRC laws and regulations and the subsidiaries’ articles of association. Appropriations to the reserves are approved by the respective boards of directors.

   

Reserves include statutory reserves and other reserves. Statutory reserves can be used to make good previous years’ losses, if any, and may be converted into capital in proportion to the existing equity interests of stockholders, provided that the balance after such conversion is not less than 25% of the registered capital. The appropriation of statutory reserve may cease to apply if the balance of the fund is equal to 50% of the entity’s registered capital. Pursuant to relevant PRC laws and articles of association of Great Shengda, Shengda Color, Hangzhou Shengming, Suzhou AA and Shuangsheng, the appropriation to the statutory reserves and other reserves is 15% of net profit after taxation of respective entity, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP might differ from those reflected in the statutory financial statements of the Company’s subsidiaries.

   

As of June 30, 2014 and December 31, 2013, the statutory reserve recorded by the Company’s subsidiaries incorporated in the PRC amounted to US$7,655,969 and US$7,240,218, respectively.

   

As of June 30, 2014, the statutory reserve balances of Great Shengda, Hangzhou Shengming, Shengda Color, Suzhou AA and Shuangsheng accounted for approximately14.4%, 14.1%, 50.0%, 23.9% and nil of their registered capital. The future income of these subsidiaries will be subject to statutory reserve.

   
(m)

Revenue recognition

   

All of the following criteria must exist in order for the Group to recognize revenue: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) price to the buyer is fixed or determinable; and (4) collectability is reasonably assured.

   

Delivery does not occur until products have been shipped to the customers, risk of loss has transferred to the customers and customers’ acceptance has been obtained, or the Group has objective evidence that the criteria specified in customers’ acceptance provisions have been satisfied. The majority of domestic sales contracts transfer title and risk of loss to customers upon receipt. The majority of oversea sales contracts transfer title and risk of loss to customers when goods were delivered to the carriers. The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved.

F-10


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

In the PRC, value added tax (the “VAT”) of 17% on invoice amount is collected in respect of the sales of goods on behalf of tax authorities. Revenue is recognized on a net basis, and the VAT collected is not recognized as revenue of the Company.

   
(n)

Research and development costs

   

Research and development costs are expensed as incurred. These expenses consist of the costs of the Company’s internal research and development activities and the costs of developing new products and enhancing existing products. Research and development costs amounted to US$2,120,541 and US$2,048,053 were recorded in general and administrative expenses for six months ended June 30, 2014 and 2013, respectively, US$1,209,083 and US$ 1,082,710 were recorded in general and administrative expenses for three months ended June 30, 2014 and 2013, respectively.

   
(o)

Retirement and other postretirement benefits

   

Full-time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, maternity insurance, work-related injury insurance and other welfare benefits are provided to employees. Chinese labor regulations require that the PRC subsidiaries of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were approximately US$685,789 and US$608,103 for six months ended June 30, 2014 and 2013, respectively, US$336,818 and US$301,181 were approximately for three months ended June 30, 2014 and 2013, respectively.

   
(p)

Income taxes

   

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

   

The Company also periodically evaluates whether it has any uncertain tax positions requiring accounting recognition m its financial statements. Under applicable U.S. GAAP, companies may recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Applicable U.S. GAAP also provides guidance on the de-recognition of income tax liabilities, classification of interest and penalties on income taxes, and accounting for uncertain tax positions in interim period financial statements. The Company's policy is to record interest and penalties on uncertain tax provisions as a component of its income tax expense. The Group did not have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain tax positions as of June 31, 2014 and December 31, 2013.

   
(q)

Earnings per share

   

Basic earnings per share are computed by dividing income attributable to holders of common shares by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares.

F-11


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

(r)

Comprehensive income

   

Comprehensive income consists of net income and other gains and losses affecting shareholders' equity that, under U.S. GAAP, are excluded from net income. During the periods presented, the Group's comprehensive income (loss) represents its net income (loss) and foreign currency translation gains and losses.


(s)

Fair value measurements

   

Financial instruments include cash and cash equivalents, accounts and notes receivable, prepayments and other receivables, short-term loans, accounts and notes payable, other payables and amounts due to related party. The carrying amounts of these financial instruments approximate their fair value due to the short term maturities of these instruments.

   

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

   

The Group maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs are used to measure fair value:

   

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

   

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

   

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


(t)

Recently issued accounting standards

   

In May, 2014, the FASB issued Accounting Standards Update (ASU) 2014-09. The ASU amends the guidance in the FASB Accounting Standards Codification (FASB ASC) Topic 606, entitled Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

   

The ASU also specifies the accounting for incremental costs to obtain, or costs to fulfill, a contract with a customer. Further, the ASU states that an entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

   

The amendments are effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted for public entities. The amendments in this ASU should be applied using one of the following two methods: (1) retrospectively to each prior reporting period presented or (2) retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application

F-12


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

Except for the ASU above, in the period from January 1, 2014 to August 15, 2014, the FASB has issued ASU No. 2014-01 through ASU 2014-12, which is not expected to have a material impact on the consolidated financial statements upon adoption.

   
(u)

Concentration of Risks

   
 

Concentration of Credit Risk

   

Assets that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents and accounts and notes receivable. As of June 30, 2014 and December 31, 2013, substantially all of the Group’s cash and cash equivalents were deposited in financial institutions that management believes to be of high credit quality located in the PRC, which management believes are of high credit quality. Accounts receivable are typically unsecured and are derived from revenue earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances.

   
 

Concentration of Customers

   

There are no revenues from customers that individually represent greater than 10% of the total revenues during the three and six months ended June 30, 2014 and 2013.

   
 

Concentration of Suppliers

   

The Company purchased its products from three major suppliers during the six months ended June 30, 2014, accounting for 13.55%, 12.46% and 11.34% of the purchases, and two major suppliers during the three months ended June 30, 2014, accounting for 20.68% and 11.80% of the purchase. The Company purchased its products from three major suppliers during the six months ended June 30, 2013, accounting for 13.39%, 12.22% and 10.22% of the purchases, and one major supplier during the three months ended June 30, 2013, accounting for 18% of the purchase.

   
 

Current vulnerability due to certain other concentrations

   

The Group’s operations may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies for more than 30years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC’s political, economic and social conditions. There is also no guarantee that the PRC government’s pursuit of economic reforms will be consistent or effective.

   

The Group transacts all of its business in RMB, which is not freely convertible into foreign currencies. On January 1, 1994, the PRC government abolished the dual rate system and introduced a single rate of exchange as quoted daily by the People’s Bank of China (the “PBOC”). However, the unification of the exchange rates does not imply that RMB may be readily convertible into US$ or other foreign currencies. All foreign exchange transactions continue to take place either through the PBOC or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the PBOC. Approval of foreign currency payments by the PBOC or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.

   

Additionally, the value of RMB is subject to changes in central government policies and international economic and political developments affecting supply and demand in the PRC foreign exchange trading system market.


(v) Segment reporting
   
 

The company uses the management approach model, which is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. And the  company's reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

F-13


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

Accordingly, the Group categorizes its business into two operating segments, namely (i) Paper cartons and other paper products; (ii) Corrugating medium paper.

   
3.

ACCOUNTS AND NOTES RECEIVABLE, NET

   

Accounts and notes receivable consist of the following:


      June 30,     December 31,  
      2014     2013  
      (Unaudited)        
  Accounts receivable $ 32,717,523   $  36,902,846  
  Notes receivable   6,298,909     5,807,807  
    $  39,016,432   $  42,710,653  

No allowance for doubtful amounts was provided as of June 30, 2014 and December 31, 2013.

   
4.

INVENTORIES

   

Inventories consist of the following:


      June 30,     December 31,  
      2014     2013  
      (Unaudited)        
  Raw materials $  15,413,933   $  14,529,545  
  Finished goods   4,292,682     4,054,453  
  Work in process   -     21,076  
    $  19,706,615   $  18,605,074  

No value was written down for inventories as of June 30, 2014 and December 31, 2013.

   
5.

PREPAYMENTS AND OTHER RECEIVABLES

   

Prepayments and other receivables consist of the following:


      June 30,     December 31,  
      2014     2013  
      (Unaudited)        
  Prepayments $ 2,540,830   $  1,323,926  
  Other receivables   353,760     259,277  
    $ 2,894,590   $  1,583,203  

The prepayments were mainly paid to their suppliers in advance for raw materials purchased.

   
6.

PROPERTY, PLANT AND EQUIPMENT, NET

   

Property, plant and equipment consist of the following:


      June 30,     December 31,  
      2014     2013  
      (Unaudited)        
  Buildings and improvements $  28,549,751   $  27,685,361  
  Machinery   59,867,239     59,891,529  
  Office equipment and furnishing   922,236     864,976  
  Motor vehicles   1,487,042     1,586,513  
  Construction in progress   285,728     153,647  
      91,111,996     90,182,026  
  Less: accumulated depreciation   (24,568,218 )   (21,700,383 )
  $ 66,543,778   $  68,481,643  

F-14


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

The Group recorded depreciation expenses of US$3,684,097 and US$2,180,994for the six months ended June 30, 2014 and 2013, respectively. US$1,704,753 and US$1,152,143 for the three months ended June 30, 2014 and 2013, respectively.

   

The property, plant and equipment with net book value amounting to US$8,939,169 and US$9,010,726 were pledged as collateral for bank loans as of June 30, 2014 and December 31, 2013, respectively.

   
7.

LAND USE RIGHT

   

In October 2010, Great Shengda paid US$12,180,000(RMB75,000,000) to Shengda Group Jiangsu Shuangdeng Paper Industrial Co., Ltd. (“Shuangdeng Paper”), a related party of the Group, for the acquisition of the land use right, which is located in Yancheng city, Jiangsu province. The land use right, with 166,533 square meters in area, has a term of 50 years and will expire in December 2058. It was purchased for construction of paper manufacturing plants to expand the Group's business. As of June 30, 2014, the Group recorded amortization expense of US$131,908 and US$130,330 for six months ended June 30, 2014 and 2013, respectively. US$65,425 and US$65,510 for three months ended June 30, 2014 and 2013, respectively. However, the certificate of land use right is still awaiting the local government’s authorization. The future amortization is as follows:


Year     Amount  
2014 Q3 and Q4   $  132,152  
2015     264,304  
2016     264,304  
2017     264,304  
2018     264,304  
2019 and thereafter     10,572,151  
Total   $  11,761,519  

8.

LOANS

   

Short-term loans

   

Short-term loans consist of the following:


      June 30,2014(Unaudited)      December 31,2013  
 

Lender

  Interest rate     Maturity date     Balance     Interest rate     Maturity date     Balance  
 

 

                                   
 

Bank of China

  Libor+2.7%1     Jun.3, 2015   $  3,500,000     Libor+1.5%1     Apr.22, 2014   $  3,500,000  
 

 

                                   
 

Bank of China

  PBOC(1+5%)2     Mar.9, 2015     3,248,000                 -  
 

Industrial and Commercial Bank of China

          -     6.16%     Mar.13, 2014     3,274,000  
 

Jiangsu Sheyang Rural commercial Bank

  7.80%     Sep.2, 2014     3,248,000     7.80%     Sep.2, 2014     3,274,000  
 

Jiangsu Sheyang Rural commercial Bank

  7.80%     Jan.20, 2015     812,000             -  
 

Total

            $  10,808,000               $  10,048,000  

Note 1 the effective interest rate was 2.93% and 2.3% as of June 30, 2014 and December 31, 2013, respectively.
Note 2 the effective interest rate was 6.3% as of June 30, 2014.

F-15


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

All of short-term loans were denominated in RMB or USD for working capital purpose, with weighted average balances of US$10,655,105 and US$5,180,512; with weighted average interest rates of 5.77% and 4.70% for six months ended June 30, 2014 and 2013, respectively, and with weighted average balances of US$10,882,412 and US$6,812,803; with weighted average interest rates of 5.85% and 5.17% for the three months ended June 30, 2014 and 2013, respectively.

The Bank of China loans amounting to US$3,248,000 and US$3,500,000, respectively, were guaranteed by Shengda Group Co., Limited (“SD Group”), a related party (Note 11). The Bank of China loan amounting to US$3,500,000 was also pledged by restricted cash amounting to US$2,842,000 as of June 30, 2014. The Jiangsu Sheyang Rural Commercial Bank loan amounting to US$3,248,000 was pledged with Shuangsheng’s property with the net book value amounting to $8,939,169 and guaranteed by Great Shengda. The Jiangsu Sheyang Rural Commercial Bank loan amounting to US$812,000 was guaranteed by Great Shengda.

Current portion of long-term loans

Current portion of long-term loans consist of the following:

     

June 30, 2014 (Unaudited)

 

 

December 31, 2013

 
       

 

 

Maturity

 

 

 

 

 

 

 

 

 

 

 

   
  Lender  

Interest rate

 

 

date

 

 

Balance

 

 

Interest rate

 

 

Maturity date

 

 

Balance

 
  Bank of China           $            -     Libor+2.5% 1     Feb.28, 2014   $ 4,500,000  

Note 1 the effective interest rate was 3.7% as of December 31, 2013.

The current portion of long-term loans was denominated in USD for working capital purpose, with weighted average balances of US$1,466,851 and US$9,000,000, with weighted average interest rates of 4.05% and 3.73% for six months ended June 30, 2014 and 2013, respectively; and with weighted average balance of nil and US$9,000,000, with weighted average interest rates of nil and 3.75% for three months ended June 30, 2014 and 2013, respectively.

The loan was pledged with restricted cash amounting to US$5,156,550 as of December 31, 2013.

Long-term loans

Long-term loans consist of the following:

      June 30, 2014(Unaudited)      December 31, 2013  
            Maturity           Interest              
  Lender   Interest rate     date     Balance     rate     Maturity date     Balance  
  Bank of China   Libor+2.3%1     Feb. 17, 2016   $  4,500,000                 -  

Note 1 the effective interest rate was 3.27% as of June 30, 2014.

The long term loans were denominated in USD for working capital purpose, with weighted average balances of US$3,082,873 and nil, with weighted average interest rates of 3.27% and nil for the six months ended June 30, 2014 and 2013, respectively; and with weighted average balances of US$4,500,000 and nil, with weighted average interest rates of 3.27% and nil for the three months ended June 30, 2014 and 2013.

The loan was pledged with restricted cash amounting to US$4,969,440 as of June 30, 2014.

The following table summarizes the unused lines of credit:

F-16


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

    June 30, 2014 (Unaudited)   December 31, 2013  
    Starting Maturity   Facility     Unused   Starting Maturity   Facility        
  Lender date date   amount     facility   date date   amount     Unused facility  
                                 
 

Bank of China

      -     -   Mar.19, 2013 Mar.18, 2014 $ 13,096,000   $  8,450,100  
 

Bank of China

      -     -   Mar.19, 2013 Mar.18, 2014   8,185,000     8,185,000  
 

Bank of China

Sept.5, 2013 Sept.4, 2014 $  12,992,000   $ 3,808,000   Sep.5, 2013 Sep.4, 2014   13,096,000     11,459,000  
 

Industrial and Commercial Bank of China

Nov. 15,2012 Nov. 15,2014   11,368,000     11,368,000   Nov.15,2012 Nov. 15,2014   11,459,000     8,185,000  
 

Jiangsu Sheyang Rural Commercial Bank 

Mar. 25, 2013 Mar. 24, 2016   3,248,000     -   Mar.25,2013 Mar.24, 2016   3,274,000     3,274,000  
 

Jiangsu Sheyang Rural Commercial Bank

Dec.30, 2013 March 24, 2016   3,248,000     2,436,000   Mar.30, 2013 Mar.24, 2016   3,274,000     -  
 

     Total

    $  30,856,000   $  17,612,000       $  52,384,000   $  39,553,100  

The facilities of Bank of China and Industrial and Commercial Bank of China were guaranteed by SD Group, a related party, for working capital and general corporate purposes (Note 11).

   

The facility of Jiangsu Sheyang Rural Commercial Bank was pledged with Shuangsheng’s property and guaranteed by Great Shengda. All the unused facilities can be withdrawn upon demand.

   
9.

ACCOUNTS AND NOTES PAYABLE

   

Accounts and notes payable consist of the following:


      June 30,     December 31,  
      2014     2013  
      (Unaudited)        
  Notes payable $  10,231,200   $  9,658,300  
  Accounts payable   24,266,575     23,161,922  
    $  34,497,775   $  32,820,222  

The notes payable were issued by the Great Shengda to their suppliers for raw materials purchased. All the notes payable were bank accepted notes payable without interest and due within six months. They are pledged with restricted cash amounting to US$5,115,600 and US$4,829,150 as of June 30, 2014 and December 31, 2013, respectively. The notes payable from Agriculture Bank of China was guaranteed by SD Group (Note 11).

F-17


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

10.

ACCRUED EXPENSES AND OTHER PAYABLES

   

Accrued expenses and other payables as of the end of the periods presented consist of the following:


      June 30,     December 31,  
      2014     2013  
      (Unaudited)        
  Advance from customers $  1,061,477   $  725,563  
  Payroll and welfare payable   1,126,325     726,550  
  Other payables   420,691     1,054,544  
  Accrued expenses   440,107     383,276  
    $  3,048,600   $  2,889,933  

11.

RELATED PARTY TRANSACTION

   

Related party balances are as follows:


        June 30,     December 31,  
  Related parties Relationship   2014     2013  
  Amounts due from related parties     (Unaudited)        
               
  Zhejiang Shuangsheng Logistic Company Limited (“Shuangsheng Logistic”) Controlled by the same ultimate stockholders $  -   $  97,887  
  Shuangdeng Paper Controlled by the same ultimate stockholders   108,557     127,935  
  Shengda Xiang Wei Chemical Company Limited(“Shengda Xiang Wei”) Controlled by the same ultimate stockholders   252     -  
  ZhejiangShuangKe Da Weaving Co., Ltd (“ShuangKeDa”) Controlled by the same ultimate stockholders   18,601     -  
      $  127,410   $  225,822  
                 
  Amounts due to related parties              
  SD Group Controlled by the same ultimate stockholders $  203,000   $  -  
  ShuangKeDa Controlled by the same ultimate stockholders   289,355     216,992  
  Shuangsheng Logistic Controlled by the same ultimate stockholders   2,416     2,435  
  Hangzhou New Shengda Investment Limited(“New Shengda”) Controlled by the same ultimate stockholders   757,856     551,112  
  Shuangdeng Paper Controlled by the same ultimate stockholders   565,863     1,361,307  
      $  1,818,489   $  2,131,846  

The amount due from Shuangsheng Logistics represents the prepayment for transportation fee. The amount due from ShuangKeDa represents the prepayment for purchase of water and electricity. The amount due from ShengdaXiangwei and Shuangdeng Paper represents the receivable for selling the paper cartons. They were recorded as “amount due from related parties” in the consolidated balance sheets, noninterest bearing and receivable within one year.

The amount due to SD Group represents the payable for the land and building lease from SD Group. The amount due to ShuangKeDa represents the payable for land lease and purchase of electricity and water from ShuangKeDa by the Group. The amount due to Shuangsheng Logistic represents the payable for transportation fee. The amount due to New Shengda represents the payable for land lease from New Shengda by the Group. The amount due to Shuangdeng Paper represents the payable for purchase of water, electricity and steam. They were recorded as “amount due to related parties” in the consolidated balance sheets, non-interest bearing and repayable within one year.

F-18


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

Significant related party transactions as follows:

      Three Months Ended June 30,     Six Months Ended June 30,  
Related parties Relationship   2014     2013     2014     2013  
      (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
Lease from related parties                          
New Shengda Controlled by the same ultimate stockholders $  144,720   $  68,087   $  291,780   $  134,800  
ShuangKeDa Controlled by the same ultimate stockholders   67,536     -     136,164     -  
SD Group Controlled by the same ultimate stockholders   100,500     145,615     202,625     216,218  
    $  312,756   $  213,702   $  630,569   $  351,018  
                           
Transportation service from related party                          
Shuangsheng Logistic Controlled by the same ultimate stockholders $  127,133   $  -   $  202,644   $  148,024  
                           
Sales to related parties                          
Shuangdeng Paper Controlled by the same ultimate stockholders $  77,956   $  95,163   $  164,845   $  142,165  
                           
Shengda Xiang Wei Controlled by the same ultimate stockholders   10,215     56,619     58,918     104,801  
    $  88,171   $  151,782   $  223,763   $  246,966  
Purchase of steam from related party                          
Shuangdeng Paper Controlled by the same ultimate stockholders $  390,456   $  -   $  651,806   $  -  
                           
Purchase of water and electricity from related party                          
ShuangKe Da Controlled by the same ultimate stockholders $  367,538   $  187,790   $  687,585   $  457,787  

Guarantee by SD Group

SD Group entered into maximum debt guarantee contracts with Bank of China Xiaoshan Branch and Industrial Commercial Bank of China Xiaoshan Branch, under which SD Group agreed to act as guarantor for loans borrowed by Great Shengda from Bank of China Xiaoshan Branch and Industrial Commercial Bank of China Xiaoshan Branch (Note 8).

SD Group also entered into debt guarantee contracts with Agriculture Bank of China, under which SD Group agreed to act as guarantor for bank accepted notes payable amounting to US$2,679,600 borrowed by Great Shengda (Note 9).

F-19


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

12.

RESTRICTED NET ASSETS

   

The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of dividends from its PRC subsidiaries. As described in Note 2(m), the net income of the Company’s PRC subsidiaries is distributable only after sufficient appropriation of reserves.

   

Amounts restricted include paid-in capital and reserve funds of the Company’s PRC subsidiaries as determined pursuant to the PRC accounting standards and regulations, totaling approximately US$50,731,224 and US$50,315,473 as of June 30, 2014 and December 31, 2013, respectively.

   
13.

TAXATION

   

Taxes payable are composed of the following:


      June 30,     December 31,  
      2014     2013  
      (Unaudited)        
  VAT payable $  519,307   $  617,708  
  Income tax payable   452,793     512,552  
  Other taxes payable   160,153     84,867  
    $  1,132,253   $  1,215,127  

The Company and its consolidated entities each file tax returns separately.

   
1)

VAT

   

Pursuant to the Provisional Regulation of the PRC on VAT and the related implementing rules, all entities and individuals (“taxpayers”) that are engaged in the sale of products in the PRC are generally required to pay VAT at a rate of 17% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayers. Further, when exporting goods, the exporter is entitled to a portion of or all the refund of VAT that it has already paid or incurred.

   

The Group’s PRC subsidiaries are subject to VAT at 17% for their revenues.

   

The deductible value added tax payable represents the VAT already paid or borne exceeded the VAT required to pay, amounting to US$1,855,162 and US$3,056,867 as of June 30, 2014 and December 31, 2013, respectively. The deductible VAT will be used to offset future VAT required to pay.

   
2)

Income tax

   

United States

   

China Shengda Packaging is subject to United States tax at a tax rate of 34%. In six months ended June 30, 2014 and the year ended December 31, 2013, the Company does not provide for U.S. income taxes on foreign subsidiaries’ undistributed earnings as they will be permanently reinvested in foreign operations.

   

BVI

   

Incorporated in BVI, Evercharm is governed by the income tax law of BVI. According to current BVI income tax law, the applicable income tax rate for Evercharm is 0%.

   

PRC

F-20


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

Great Shengda has obtained the approval and is qualified as New and High-Tech Enterprise (“NHTE”) by relevant government authorities in February 2014. According to the PRC Enterprise Income Tax Law, Great Shengda is eligible to enjoy a preferential tax rate of 15% for the calendar year of 2013, 2014 and 2015.

Shengda Color, Hangzhou Shengming, Suzhou AA and Shuangsheng are manufacturing domestic enterprises and are not entitled to any tax holiday. They were subject to income tax at a rate of 25% for calendar years 2013 and 2014. Shengda Concept is subject to income tax at a rate of 25% for calendar year 2014.

Under the Enterprise Income Tax Law, dividends, interests, rent, royalties and gains on transfers of property payable by a foreign-invested enterprise in the PRC to their foreign investors who are a non-resident enterprises will be subject to a 20% withholding tax, unless such non-resident enterprise’s jurisdiction of incorporation has a tax treaty with the PRC that provides for a reduced rate of withholding tax.

The following table reconciles the Group’s effective tax for the periods presented:

      Three Months Ended June 30,     Six Months Ended June 30,  
      2014     2013     2014     2013  
      (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
  Expected enterprise income tax at statutory tax rate $  748,663   $  225,282   $  487,359   $  536,370  
                           
  Effect of preferential rate   (244,836 )   -     (310,615 )   -  
  Others   3,059     (4,378 )   3,059     6,686  
  Effective enterprise income tax $  506,886   $  220,904   $  179,803   $  543,056  

The significant components of income tax expense are as follows:

      Three Months Ended June 30,     Six Months Ended June 30,  
      2014     2013     2014     2013  
      (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
  Current tax expenses $  737,809   $  465,900   $  906,307   $  843,725  
  Deferred tax benefits   (230,923 )   (244,996 )   (726,504 )   (300,669 )
  Income tax expenses $  506,886   $  220,904   $  179,803   $  543,056  

Deferred tax assets and deferred tax liabilities reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purpose and the tax bases used for income tax purpose. The following represents the tax effect of each major type of temporary difference:

      June 30,     December 31,  
 

 

  2014     2013  
 

 

  (Unaudited)        
 

Net operating loss carried forward

$  1,965,777   $  1,215,612  
 

Effect of deductible temporary differences between assigned value of property, plant and equipment and their tax bases in a business combination

  256,093     290,369  
 

Total deferred tax assets

$  2,221,870   $  1,505,981  

Shuangsheng, one of the Group's subsidiaries, incurred a pretax loss of approximately US$7.9 million since its paper mill officially went into production in June 2013, which resulted in the increase of net operating loss carried forward. The net operating loss carry forwards will expire if unused in the years ending December 31, 2014 through 2018.

F-21


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

14.

COMMITMENTS AND CONTINGENCIES

   

The Group has entered into operating lease agreements for land, offices and plants. The estimated future rental expense for the second half of fiscal year 2014 is US$830,686.

   

The Group is not currently a party to any legal proceeding, investigation or claim which, in the opinion of the management, is likely to have a material adverse effect on the business, financial condition or results of operations.

   

The Group did not identify any contingency as of June 30, 2014 and December 31, 2013.

   
15.

SEGMENTREPORTING

   

The Group determines segments based on the differences in products and services to segments and measuring their performance.

   

The Group’s operations are mainly classified into two principal reportable segments that provide different products or services, the one is for manufacturing and processing corrugated paper cartons and paperboard and package decoration printing and selling. And the other one is for Corrugating medium paper. Separate management of each segment is required because each business unit is subject to different marketing, operation, and technology strategies.

   

Accounting policies of the transactions between segments are the same as those described in the summary of significant accounting policies. Performance is measured by various factors such as segment revenue and segment profit. Individual segment assets and all corporate expenses and income tax expenses are allocated to the segments.

F-22


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

    Paper cartons and other paper     Corrugating medium paper     Elimination of inter-segment     Total  
    products                                      
    Six Months Ended June 30     Six Months Ended June 30     Six Months Ended June 30     Six Months Ended June 30  
    2014     2013     2014     2013     2014     2013     2014     2013  

 

                                               

Revenues

$  56,018,419   $ 59,917,559   $  20,081,425   $  662,690   $ (6,572,327 ) $ -   $  69,527,517   $  60,580,249  

 

                                               

Depreciation & amortization

  2,078,887     2,101,468     1,834,546     363,233             3,913,433     2,464,701  

 

                                               

Interest revenue

  540,693     203,049     749     1,499                 541,442     204,548  

 

                                               

Interest expense

  297,643     255,902     380,965     58,319                 678,608     314,221  

 

                                               

Income tax expense (benefit)

  938,218     862,813     (758,415 )   (319,757 )           179,803     543,056  

 

                                               

Profit (loss)

  2,881,509     2,560,947     (2,407,153 )   (959,272 )               474,356     1,601,675  

 

                                               

Capital expenditure

  1,049,178     460,442     2,152,850     2,824,885             3,202,028     3,285,327  

 

                                               

Total assets

  131,085,119     150,831,270     52,962,088     44,220,863     (17,218,454 )   (27,480,867 )   166,828,753     167,571,267  

 

  Paper cartons and other paper     Corrugating medium paper     Elimination of inter-segment     Total  

 

  products                                      

 

  Three Months Ended June 30     Three Months Ended June 30     Three Months Ended June 30     Three Months Ended June 30  

 

  2014     2013     2014     2013     2014     2013     2014     2013  

 

                                               

Revenues

$  29,900,861   $ 32,825,589   $  10,739,534   $  662,690   $ (3,402,857 ) $ -   $ 37,237,538   $  33,488,279  

 

                                               

Depreciation & amortization

  1,018,699     1,041,068     795,747     294,409     -     -     1,814,446     1,335,477  

 

                                               

Interest revenue

  42,874     116,888     749     1,236     -     -     43,623     118,124  

 

                                               

Interest expense

  144,010     128,200     210,913     58,319     -     -     354,923     186,519  

 

                                               

Income tax expense (benefit)

  752,766     475,517     (245,880 )   (254,613 )   -     -     506,886     220,904  

 

                                               

Profit (loss)

  1,861,241     1,497,964     (803,065 )   (763,838 )   -     -     1,058,176     734,126  

 

                                               

Capital expenditure

  696,395     267,237     479,110     220,898     -     -     1,175,505     488,135  

 

                                               

Total assets

  131,085,119     150,831,270     52,962,088     44,220,863     (17,218,454 )   (27,480,867 )   166,828,753     167,571,267  

16.

EARNINGS PER SHARE

   

Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. There was no potential dilutive instrument. The following is a reconciliation of the basic and diluted earnings per share computations for three and six months ended June 30, 2014 and 2013:

F-23


CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in US$)

    Three Months Ended June 30,     Six Months Ended June 30,  
    2014     2013     2014     2013  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  

Net income attributable to Company’s common stockholders

$  1,067,707   $  757,041   $  530,015   $  1,630,453  

Weighted average number of common shares outstanding – basic and diluted

  38,790,811     38,790,811     38,790,811     38,790,811  

Earnings per share – basic and diluted

$  0.03   $  0.02   $ 0.01   $ 0.04  

17.

SUBSEQUENT EVENT

   

The Group has evaluated subsequent events through the issuance of the consolidated financial statements and no subsequent event is identified.

F-24


2



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in Item 1A “Risk Factors” described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to:

“the Company,” “our company,” “we,” “us,” or “our,” are to the combined business of China Shengda Packaging Group Inc., a Nevada corporation, and its consolidated subsidiaries: Evercharm, Great Shengda, Shengda Color, Hangzhou Shengming, Suzhou A&A and Shuangsheng;

“Evercharm” are to Evercharm Holdings Limited, a BVI company;
“Great Shengda” are to Zhejiang Great Shengda Packaging Co., Ltd., a PRC company;
“Shengda Color” are to Zhejiang Shengda Color Pre-printing Co., Ltd., a PRC company;
“Hangzhou Shengming” are to Hangzhou Shengming Paper Co., Ltd., a PRC company;
“Suzhou AA” are to Suzhou Asian & American Paper Products Co., Ltd., a PRC company;
“Shuangsheng” are to Jiangsu Shuangsheng Paper Technology Development Co., Ltd., a PRC company;
“Shengda Concept” are to Jiangsu Great Shengda Concept Packaging Development Co., Ltd., a PRC company;
“SD Group” are to Shengda Group Co., Ltd.;
“BVI” are to the British Virgin Islands;
“PRC” and “China” are to the People’s Republic of China, excluding Hong Kong, Macau and Taiwan;

“YRD” are to Yangtze River Delta Economic Zone, which includes Shanghai, Zheijiang Province and Jiangsu Province;

“SEC” are to the Securities and Exchange Commission;
“Securities Act” are to the Securities Act of 1933, as amended;
“Exchange Act” are to the Securities Exchange Act of 1934, as amended;
· “Renminbi” and “RMB” are to the legal currency of China; and
“U.S. dollars,” “dollars” and “$” are to the legal currency of the United States.

3


Overview of Our Business

We are a leading paper packaging company in China. We are principally engaged in the design, manufacturing and sale of flexo-printed and color-printed corrugated paper cartons in a variety of sizes and strengths. We also manufacture corrugated paperboards and corrugating medium paper, which are used for the production of flexo-printed and color-printed cartons.

We provide paper packaging solutions to a wide variety of industries, including food, beverage, cigarette, household appliance, consumer electronics, pharmaceutical, chemical, machinery and other consumer or industrial sectors. Our major products are single-layer paper cartons for food, drinks and medicine, double-layer paper cartons for garments, chemicals, furniture, refrigerators and air-conditioners, and triple-layer paper cartons for electrical machinery, motorcycles and other heavy-duty products. Our maximum annual production capacity of paper cartons and corrugating medium paper as of June 30, 2014 was approximately 545 million square meters and 150 thousand tons.

Our production facilities are strategically located in the YRD, a manufacturing center in China, thus putting us in close proximity to a large number of paper carton customers. Due to the weight and bulk of paper products and the consequent high shipping costs, paper packaging companies are generally limited to servicing a geographic radius from their production site, usually between 300 and 500 kilometers, within which they can compete economically. The paper carton market, therefore, is highly influenced by regional supply and demand dynamics. Based from our four manufacturing facilities in the provinces of Zhejiang and Jiangsu, we have established a sales network with five customer service centers that can service customers throughout the YRD, which accounted for the majority of our revenues. As the leading paper packaging manufacturer in the YRD, we are well positioned to capitalize on the fast-growing demand for paper cartons driven by the concentration and success of the manufacturing companies in the region.

We serve a broad base of reputable customers, including some of the Fortune 500 companies and Top 500 Chinese enterprises. Our major customers include Nongfu Spring Co., Ltd., Hangzhou Cigarette Company, Samsung’s Chinese subsidiary Suzhou Samsung Electrical Co., Ltd. and Panasonic’s Chinese subsidiary Hangzhou Panasonic Home Electrical Appliance Company. We have developed long-term relationships with and loyalty from our customers, many of which have been with us for over five years. We have also engaged in strategic alliance relationships with ten customers as their preferred supplier. At the same time, we continue to attract new customers to generate higher demand for our products and increase market penetration.

Recent Development

On April 18, 2014, Great Shengda increased its equity investment in Shuangsheng amounting to RMB112 million (approximately $18.12 million). As a result, Shuangsheng has registered capital amounting to RMB200 million (approximately $32.36 million), with 98.68% held by Great Shengda and 1.32% held by Shuangdeng Paper Industrial Company Limited (“Shuangdeng Paper”), a company incorporated in PRC and controlled by the same ultimate stockholders of the Company.

Shengda Concept, Great Shengda’s 100% wholly-owned subsidiary, was incorporated in Yangcheng city, Jiangsu province, PRC on June 16, 2014, with registered capital of RMB 30.18 million (approximately $4.88 million). Shengda Concept is engaged in manufacturing and sale of paper cartons and paperboard as well as research and development of paper packing technology. It is at the development stage as of June 30, 2014.

On July 25, 2014, the Company held an annual meeting of its shareholders (the “Annual Meeting”) at which a majority of the Company’s shareholders (i) elected Messieurs Nengbin Fang, Zhen Yuan and Yaoquan Zhang and Ms. Congyi Fang to serve as a director of the Company for a term that will continue until the next annual meeting of stockholders, until a successor has been duly elected and qualified or the director’s earlier resignation, death or removal, (ii) ratified the appointment of Marcum Bernstein & Pinchuk LLP (“Marcum BP”) to serve as the Company’s independent registered public accounting firm for 2014; and (iii) approved, on a non-binding and advisory basis, the executive compensation.

Second quarter Financial Performance Highlights

The following are some financial highlights for the second quarter of 2014:

Revenues: Revenues increased by $3.7 million, or 11.2 %, to $37.2 million for the three months ended June 30, 2014, from $33.5 million for the same period of last year.

4


Gross Profit: Gross profit increased by $1.7 million, or 34.4 %, to $6.5 million for the three months ended June 30, 2014, from $4.8 million for the same period of last year.

Net income attributable to common stockholders: Net income attributed to stockholders increased by $0.3 million, or 41.0 %, to $1.1 million for the three months ended June 30, 2014, from $0.8 million for the same period of last year.

Basic and diluted net income per share: Basic and diluted net income per share was $0.03 for the three months ended June 30, 2014, compared with $0.02 for the same period last year.

Results of Operations

Comparison of Three Months Ended June 30, 2014 and June 30 2013 (unaudited)

The following table sets forth key components of our results of operations during the three months ended June 30, 2014 and 2013, both in dollars and as a percentage of our revenues.

    Three Months Ended     Three Months Ended  
    June 30, 2014     June 30, 2013  
          % of           % of  
    Dollars     Revenues     Dollars     Revenues  
Revenues $  37,237,538     100.0%   $  33,488,279     100.0%  
Cost of goods sold   30,742,764     82.6%     28,654,719     85.6%  
Gross profit   6,494,774     17.4%     4,833,560     14.4%  
Operating expenses                        
           Selling expenses   1,614,033     4.3%     1,068,130     3.2%  
           General and administrative expenses   3,168,636     8.5%     2,976,096     8.9%  
Total operating expenses   4,782,669     12.8%     4,044,226     12.1%  
Other income (expenses)                        
           Interest income   43,623     0.1%     118,124     0.4%  
           Interest expense   (354,923 )   (1.0)%     (186,519 )   (0.6)%  
           Subsidy income   214,193     0.6%     226,870     0.7%  
           Other   5,104     0.0%     37,938     0.1%  
Total other income (expenses)   (92,003 )   (0.2)%   196,413     0.6%  
Non-operating expense   55,040     0.1%     30,717     0.1%  
Income before income tax expense and noncontrolling interest 1,565,062 4.2% 955,030 2.9%
           Income tax expense   506,886     1.4%     220,904     0.7%  
Net income   1,058,176     2.8%     734,126     2.2%  
           Net loss attributable to noncontrolling interest   9,531     0.0%     22,915     0.1%  
Net income attributable to common stockholders $  1,067,707     2.9%   $  757,041     2.3%  

Revenues. We generate revenues from the sale of our paper cartons, corrugated paper and other paper products. Revenues from external customers by segment were as follows:

    Three Months Ended     Three Months Ended  
    June 30, 2014     June 30, 2013  
             
    Dollars     Dollars  
Paper cartons and other paper products $  29,900,861   $  32,825,589  
Corrugating medium paper   10,739,534     662,690  
Elimination of inter-segment transactions   (3,402,857 )   -  
Revenues $  37,237,538   $  33,488,279  

5


Revenues of paper cartons and other paper products

Our revenues of paper cartons and other paper products decreased by $2.9 million, or 8.9 %, to $29.9 million for the three months ended June 30, 2014, from $32.8 million for the same period in 2013. The decrease was mainly attributable to the decrease in average price per square meter and the sales volume. The average price per square meter was approximately $0.39 for the three months ended June 30, 2014, as compared to $0.40 of the same period of 2013. Sales volume decreased by 5.6 million square meters, or 6.6 %, to 77.3 million square meters for the three months ended June 30, 2014, from 82.9 million square meters for the same period of 2013, which was mainly due to the challenges resulting from the economic environment.

For the three months ended June 30, 2014, color cartons accounted for 29.5 % and flexo cartons accounted for 67.8 % of our revenues, compared to 28.5% and 69.5%, respectively, for the same period of 2013. Average per square meter prices for our color cartons and flexo cartons for the three months ended June 30, 2014 were approximately $0.39 and $0.38, respectively, as compared to approximately $0.39 and $0.40, respectively, for the same period of 2013.

Consumer and industrial goods manufacturing sectors are the principal markets we serve. Our major customers remained home appliances and electronics manufacturers and food, beverage and cigarette manufacturers in the YRD, which accounted for 21.0% and 19.1%, respectively, of our revenues for the three months ended June 30, 2014, compared to 25.0% and 24.7%, respectively, for the same period of 2013.

Revenues of corrugating medium paper

Our revenues of corrugating medium paper increased by $10.0 million, or 1,520.6 %, to $10.7 million for the period ended June 30, 2014, from $0.7 million for the same period in 2013. The increase was mainly due to the increased sales volume as the corrugating medium paper segment officially went into production in June 2013. Sales volume of corrugating medium paper was approximately 30.1 thousand tons and the average price was approximately $356 per ton, as compared with 1.9 thousand tons and $356 for the same period in 2013 respectively.

Cost of goods sold. Our cost of goods sold is comprised of raw materials, labor cost for production-related workers, depreciation and amortization of production-related equipment, utilities consumption costs and overhead allocation. Cost of goods sold by segment was as follows:

    Three Months Ended     Three Months Ended  
    June 30, 2014     June 30, 2013  
             
    Dollars     Dollars  
Paper cartons and other paper products $  23,259,065   $  27,263,322  
Corrugating medium paper   10,886,556     1,391,397  
Elimination of inter-segment transactions   (3,402,857 )   -  
Cost of goods sold $  30,742,764   $  28,654,719  

Cost of goods sold of paper cartons and other paper products

Our cost of goods sold of paper cartons and other paper products decreased by $4.0 million, or 14.7 %, to $23.3 million for the three months ended June 30, 2014, from $27.3 million for the same period of 2013. The decrease was mainly attributable to the decreased sales volume and the decreased cost of the raw material. Average cost of goods sold per square meter decreased by $0.03, or 8.6 %, to $0.30 for the three months ended June 30, 2014, from $0.33 per square meterfor the same period of 2013.

Cost of goods sold of corrugating medium paper

Our cost of goods sold of corrugating medium paper increased by $9.5 million, or 682.4 %, to $10.9 million for the period ended June 30, 2014, from $1.4 million for the same period of 2013. The increase was mainly due to the increased sales volume. Sales volume of corrugating medium paper increased was approximately 30.2 thousand tons and the average cost was approximately $361 per ton for the period ended June 30, 2014, as compared to 1.9 thousand tons and $747 respectively for the same period in 2013. The increase was mainly attributable to increased sales volume. The decreased average cost of corrugating medium paper was mainly due to the economies of scale achieved as the sales volume increased.

6


Gross profit. Gross profit from external customer by segment was as follows:

    Three Months Ended     Three Months Ended  
    June 30, 2014     June 30, 2013  
             
    Dollars     Dollars  
Paper cartons and other paper products $  6,641,796   $  5,562,267  
Corrugating medium paper   (147,022 )   (728,707 )
Gross profit $  6,494,774   $  4,833,560  

Gross profit of paper cartons and other paper products

Gross profit of paper cartons and other paper products increased by $1.0 million, or 19.4%, to $6.6 million for the three months ended June 30, 2014, from $5.6 million for the same period of 2013. Gross profit of flexo cartons increased by $0.6 million, or 17.0 %, to $4.5 million for the three months ended June 30, 2014, from $3.9 million for the same period of 2013. Gross profit of color cartons increased by $0.4 million, or 24.9 %, to $2.1 million for the three months ended June 30, 2014, from $1.7 million for the same period of 2013. The increase in our gross profit of paper cartons and other paper products was mainly due to decreased cost of goods sold of paper cartons and other paper products as noted above. Gross profit as a percentage of revenues was 22.2 % for the three months ended June 30, 2014, as compared to 16.9% for the same period of 2013.

Gross profit of corrugating medium paper

Gross profit of corrugating medium paper was negative $0.1 million for the three months ended June 30, 2014, compared with negative $0.7 million for the same period of 2013. The increase of the gross profit was mainly due to economical scale effect as the increased sales volume. Management will keep monitoring for cost control.

Selling expenses. Our selling expenses include freight, salary and benefits for sales and marketing personnel, travelling and marketing expenses. Our selling expenses increased by $0.5 million, or 51.1 %, to $1.6 million for the three months ended June 30, 2014, from $1.1 million for the same period of 2013. Such increase was primarily attributable to the operation of Shuangsheng since June 2013. As a percentage of revenues, selling expenses for the three months ended June 30, 2014 increased to 4.3 %, from 3.2% for the same period of 2013.

General and administrative expenses. Our general and administrative expenses are comprised of research and development, or R&D, expense, salary and benefits for administrative personnel, rental fees, depreciation and amortization for equipment used other than for production and miscellaneous expenses unrelated to production. Our general and administrative expenses increased by $0.2 million, or 6.5 %, to $3.2 million for the three months ended June 30, 2014, from $3.0 million for the same period of 2013. The increase resulted mainly from the operation of Shuangsheng since June 2013. As a percentage of revenues, general and administrative expenses for the three months ended June 30, 2014 decreased to 8.5 %, as compared to 8.9% for the same period of 2013.

Net income attributable to common stockholders. As a result of the cumulative effect of the above factors, our net income attributable to common stockholders increased by $0.3 million, or 41.0 %, to $1.1 million for the three months ended June 30, 2014, from $0.8 million for the same period of 2013.

Comparison of Six Months Ended June 30, 2014 and June 30, 2013 (unaudited)

The following table sets forth key components of our results of operations during the six months ended June 30, 2014 and 2013, both in dollars and as a percentage of our revenues.

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    Six Months Ended     Six Months Ended  
    June 30, 2014     June 30, 2013  
          % of           % of  
    Dollars     Revenues     Dollars     Revenues  
Revenues $  69,527,517     100.0%   $  60,580,249     100.0%  
Cost of goods sold   58,899,444     84.7%     50,464,448     83.3%  
Gross profit   10,628,073     15.3%     10,115,801     16.7%  
Operating expenses                        
           Selling expenses   3,463,962     5.0%     2,229,917     3.7%  
           General and administrative expenses   6,011,684     8.6%     5,796,187     9.6%  
Total operating expenses   9,475,646     13.6%     8,026,104     13.2%  
Other income (expenses)                        
           Interest income   541,442     0.8%     204,548     0.3%  
           Interest expense   (678,608 )   (1.0)%     (314,221 )   (0.5)%  
           Subsidy income   214,193     0.3%     323,574     0.5%  
           Other   (636,341 )   (0.9)%     37,938     0.1%  
Total other income (expenses)   (559,314 )   (0.8)%   251,839     0.4%  
Non-operating income (expense)   (61,046 )   (0.1)%     196,805     0.3%  
Income before income tax expense and noncontrolling interest 654,159 0.9% 2,144,731 3.5%
           Income tax expense   179,803     0.3%     543,056     0.9%  
Net income   474,356     0.7%     1,601,675     2.6%  
           Net loss attributable to noncontrolling interest   55,659     0.1%     28,778     0.0%  
Net income attributable to common stockholders $  530,015     0.8%   $  1,630,453     2.7%  

Revenues. We generate revenues from the sale of our paper cartons and other paper products, and corrugating medium paper. Revenues by segment were as follows:

    Six Months Ended     Six Months Ended  
    June 30, 2014     June 30, 2013  
             
    Dollars     Dollars  
Paper cartons and other paper products $  56,018,419   $  59,917,559  
Corrugating medium paper   20,081,425     662,690  
Elimination of inter-segment transactions   (6,572,327 )   -  
Revenues $  69,527,517   $  60,580,249  

Revenues of paper cartons and other paper products

Our revenues of paper cartons and other paper products decreased by $3.9 million, or 6.5%, to $56.0 million for the six months ended June 30, 2014, from $59.9 million for the same period of 2013. The decrease was primarily attributable to the decrease in sales volume. The average price per square meter was approximately $0.39 for the six months ended June 30, 2014, which was approximately same as for the same period of 2013. Sales volume decreased by 6.8 million square meters, or 4.5%, to 145.3 million square meters for the six months ended June 30, 2014, from 152.1 million square meters for the same period of 2013. The decreased sales volume was mainly due to the challenges resulting from the economic environment.

For the six months ended June 30, 2014, color cartons accounted for 24.8% of our revenues and flexo cartons accounted for 55.8% of our revenues, compared to 28.4% and 70.5%, respectively, for the same period of 2013. Average per square meter prices for our color cartons and flexo cartons for the six months ended June 30, 2014 were approximately $0.39 and $0.38, respectively, as compared to approximately $0.40 and $0.39, respectively, for the same period of 2013.

8


Consumer and industrial goods manufacturing sectors are the principal markets we serve. Our major customers remained home appliances and electronics manufacturers and food, beverage and cigarette manufacturers in the YRD, which accounted for 21.5% and 20.0%, respectively, of our revenues for the six months ended June 30, 2014, compared to 26.5% and 27.0%, respectively, of our revenues in the six months ended June 30, 2013.

Revenues of corrugating medium paper

Our revenues of corrugating medium paper increased by $19.4 million, or 2,930.3 %, to $20.1 million for the period ended June 30, 2014, from $0.7 million for the same period in 2013. The increase was mainly due to the increased sales volume as the corrugating medium paper segment officially went into production in June 2013. Sales volume of corrugating medium paper was approximately 55.5 thousand tons and the average price was approximately $362 per ton, as compared with 1.9 thousand tons and $356 for the same period in 2013 respectively.

Cost of goods sold. Our cost of goods sold is comprised of raw materials, labor cost for production-related workers, depreciation and amortization of production-related equipment, utilities consumption costs and overhead allocation. Cost of goods sold by segment was as follows:

    Six Months Ended     Six Months Ended  
    June 30, 2014     June 30, 2013  
             
    Dollars     Dollars  
Paper cartons and other paper products $  43,957,928   $  49,073,051  
Corrugating medium paper   21,513,843     1,391,397  
Elimination of inter-segment transactions   (6,572,327 )   -  
Cost of goods sold $  58,899,444   $  50,464,448  

Cost of goods sold of paper cartons and other paper products

Our cost of goods sold of paper cartons and other paper products decreased by $5.1 million, or 10.4%, to $44.0 million for the six months ended June 30, 2014, from $49.1 million for the same period of 2013. The decrease was mainly attributable to the decreased sales volume and the decreased cost of the raw material. Average cost of goods sold per square meter for the six months ended June 30, 2014 was approximately $0.30, as compared to approximately $0.32 for the same period of 2013.

Cost of goods sold of corrugating medium paper

Our cost of goods sold of corrugating medium paper increased by $20.1 million, or 1,446.2 %, to $21.5 million for the period ended June 30, 2014, from $1.4 million for the same period of 2013. The increase was mainly due to the increased sales volume. Sales volume of corrugating medium paper increased was approximately 55.6 thousand tons and the average cost was approximately $387 per ton for the period ended June 30, 2014, as compared to 1.9 thousand tons and $747 respectively for the same period in 2013. The decreased average cost of corrugating medium paper was mainly due to the economies of scale achieved as the sales volume increased.

Gross profit. Gross profit by segment was as follows:

    Six Months Ended     Six Months Ended  
    June 30, 2014     June 30, 2013  
             
    Dollars     Dollars  
Paper cartons and other paper products $  12,060,491   $  10,844,508  
Corrugating medium paper   (1,432,418 )   (728,707 )
Gross profit $  10,628,073   $  10,115,801  

9


Gross profit of paper cartons and other paper products

Our gross profit of paper cartons and other paper products increased by $1.3 million, or 11.2%, to $12.1 million for the six months ended June 30, 2014, from $10.8 million for the same period of 2013. Gross profit from flexo cartons increased by $0.7 million, or 8.5%, to $8.2 million for the six months ended June 30, 2014, from $7.5 million for the same period of 2013. Gross profit from color cartons increased by $0.6 million, or 17.5%, to $3.9 million for the six months ended June 30, 2014, from $3.3 million for the same period of 2013. The increase in our gross profit of paper cartons and other paper products was mainly due to decreased cost of goods sold of paper cartons and other paper products as noted above. Gross profit as a percentage of revenues was 21.5% for the six months ended June 30, 2014, as compared to 18.1% for the same period of 2013.

Gross profit of corrugating medium paper

Gross profit of corrugating medium paper was negative $1.4 million for the six months ended June 30, 2014, compared with negative $0.7 million for the same period of 2013. The decrease of gross profit of corrugating medium paper was due to the increased cost of goods sold of corrugating medium paper surpassed the increased revenues of corrugating medium paper as noted above. Management will keep monitoring for cost control.

Selling expenses. Our selling expenses increased by $1.3 million, or 55.3%, to $3.5 million for the six months ended June 30, 2014, from $2.2 million for the same period of 2013. Such increase resulted mainly from the operation of Shuangsheng since June 2013. As a percentage of revenues, selling expenses for the six months ended June 30, 2014 increased to 5.0%, from 3.7% for the same period of 2013.

General and administrative expenses. Our general and administrative expenses increased by $0.2 million, or 3.7%, to $6.0 million for the six months ended June 30, 2014, from $5.8 million for the same period of 2013. This was mainly attributable to the operation of Shuangsheng since June 2013. As a percentage of revenues, general and administrative expenses for the six months ended June 30, 2014 decreased to 8.6%, as compared to 9.6% for the same period of 2013.

Net income attributable to common stockholders. As a result of the cumulative effect of the above factors, our net income attributable to common stockholders decreased by $1.1 million, or 67.5%, to $0.5 million for the six months ended June 30, 2014, from $1.6 million for the same period of 2013.

Liquidity and Capital Resources

Cash generated from our operations and borrowing capacity under our lines of credit are used as our primary source of liquidity. As of June 30, 2014, we had cash and cash equivalents of $9.5 million and restricted cash of $13.1 million. We anticipate that cash on hand, and cash generated from our operations will be sufficient to satisfy our obligations for at least the next 12 months.

The following table sets forth a summary of our cash flows for the periods indicated:

Cash Flow

    Six Months Ended June 30,  
    2014     2013  
Net cash provided by (used in) operating activities $  7,835,415   $  (4,751,290 )
Net cash used in investing activities   (3,026,413 )   (3,272,513 )
Net cash provided by (used in) financing activities   (1,880,360 )   3,235,879  
Effect of foreign currency exchange rate fluctuation on cash and cash equivalents   (46,752 )   150,103  
Net increase (decrease) in cash and cash equivalents   2,881,890     (4,637,821 )
Cash and cash equivalents at beginning of the period   6,569,495     11,903,937  
Cash and cash equivalent at end of the period $  9,451,385   $  7,266,116  

10


Operating Activities

Net cash provided by operating activities was $7.8 million for the six months ended June 30, 2014, as compared to $4.8 million net cash used in operating activities for the same period of 2013. This was attributable to our net income of $0.5 million, adjusted by depreciation and amortization expenses of $3.9 million, loss from disposal of property, plant, and equipment of $0.6 million, and a net increase in cash from accounts and notes receivable of $3.3 million, and a net decrease in cash from other working capital items of $0.5 million.

Investing Activities

Net cash used in investing activities was $3.0 million for the six months ended June 30, 2014, as compared to $3.3 million for the same period of 2013. The $3.0 million net cash used in investing activities during the six months ended June 30, 2014 was attributable to the purchases of property, plant and equipment.

Financing Activities

Net cash used in financing activities was $1.9 million for the six months ended June 30, 2014, as compared to $3.2 million net cash provided by financing activities for the same period of 2013. During the six months ended June 30, 2013, we received proceeds from loans amounting to $15.5 million, repaid $14.7 million loans, and invest restricted cash of $2.7 million which was for the loans as collateral.

Seasonality

Our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, as a result of new market opportunities or new product introductions.

Inflation

Inflation and changing prices have not had a material effect on our business, and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in the Chinese economy and our industry, and continually maintain effective cost controls in operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.

Critical Accounting Policies

Critical accounting policies are those we believe are most important to portraying our financial conditions and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Recent Accounting Pronouncements

See Note 2(t) (recently issued accounting standards) to our unaudited consolidated financial statements included elsewhere in this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

11


Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer, Mr. Daliang Teng and our Chief Financial Officer, Mr. Ken He, of the effectiveness of the design and operation of our disclosure controls and procedures, as of June 30, 2014. Based upon, and as of the date of this evaluation, Messrs. Teng and He determined that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There were no changes in our internal controls over financial reporting during the second quarter of fiscal 2014 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, cash flow or operating results.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We have not sold any equity securities during the second quarter of 2014 that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during the quarter.

No repurchases of our common stock were made during the second quarter of 2014.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

12



ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

     On June 25, 2014, the Company’s Board of Directors approved and adopted Amended and Restated Bylaws (“Amended Bylaws”) which became effective immediately. The Amended Bylaws affected certain changes to among other things, bring the Company’s organizational documents in line with Nevada law, to clarify and expand certain provisions thereof, to require advance notice of shareholder proposals and nominations to the Board at any annual meeting or special meeting, to clarify director nominating procedures at any annual meeting or special meeting, and to adopt the standard  that directors are elected by a majority of the votes cast except for a contested election in which case they are elected by a plurality of the votes cast.

     The foregoing description of the amendments made in the Amended Bylaws is qualified in its entirety by reference to the Amended Bylaws, a copy of which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on June 25, 2014 and is incorporated herein by reference.

ITEM 6. EXHIBITS.

The list of exhibits in the Exhibit Index to this report is incorporated herein by reference.

13


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 14, 2014 CHINA SHENGDA PACKAGING GROUP INC.
     
  By: /s/ Daliang Teng
    Daliang Teng, Chief Executive Officer
    (Principal Executive Officer)
     
  By: /s/ Ken He
    Ken He, Chief Financial Officer
    (Principal Financial Officer and Principal
    Accounting Officer)


EXHIBIT INDEX

Exhibit No. Description
   
3.1 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 25, 2014.)
31.1 Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 Interactive data files pursuant to Rule 405 of Regulation S-T (furnished herewith).