承德大路股份有限公司 2012 年半年度报告全文 承 德 大 路 股 份 有 限 公 司 CHENGDE DALU CO.,LTD. SEMI-ANNUAL REPORT 2012 (Full-Text) (January – June 2012) August 2012 Chengde China 1 承德大路股份有限公司 2012 年半年度报告全文 Contents I. Important Notice ------------------------------------------------------------------------------------------3 II. Company Profile------------------------------------------------------------------------------------------3 III. Summary of Accounting Highlights and Business Highlights----------------------------------4 IV. Changes in Share Capital and Particulars about Shareholders--------------------------------6 V. Directors, Supervisors and Senior Executives -------------------------------------------------------9 VI. Report of the Board of Directors --------------------------------------------------------------------13 VII. Significant Events -------------------------------------------------------------------------------------20 VIII. Financial Report --------------------------------------------------------------------------------------35 IX. Documents for Reference -----------------------------------------------------------------------------145 2 承德大路股份有限公司 2012 年半年度报告全文 SEMI-ANNUAL REPORT 2012 I. Important Note Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Chengde Dalu Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors are attending the Meeting for deliberation and approval for the semi-annual report. Financial report of this semi-annual repot has not been audited by CPA. Lin Lixin, person in charge of the Company, Zhao Yongsheng, person in charge of accounting works and Liu Guofeng, person in charge of accounting institution (accounting officer) hereby confirm the truthfulness and completeness of the Financial Report in the Semi-annual Report 2012. II. Company Profile (I) Company information Short form for A-share Short form for B-share 200160 Code for A-share Code for B-share ST Dalu-B Listing stock exchange Shenzhen Stock Exchange Legal Chinese name of 承德大路股份有限公司 the Company Abbr. of legal Chinese ST 大路 B name of the Company Legal English name of the CHENGDE DALU CO.,LTD. Company Abbr. of legal English name of the Company Legal English name of the Lin Lixin Company Abbr. of legal English Xiabancheng Town, Chengde County, Hebei name of the Company Post Code of registered 067400 add. Office Add. Xiabancheng Town, Chengde County, Hebei Post Code of office add. 067400 Internet website http://www.dxtex.com E-mail dxgs-9@ heinfo.net (II) Contact person and ways Secretary of the Board Rep. of security affairs Name Lin Lixin Xiabancheng Town, Chengde Contact adds. County, Hebei Tel. 0314-3115048 Fax. 0314-3111475 E-mail llx5048@126.com 3 承德大路股份有限公司 2012 年半年度报告全文 (III) Information disclosure and place for preparation Newspapers Designated for Domestic: Securities Times; Overseas: Hong Kong Commercial Daily indormation disclosure Website desinated by CSRC for http://www.cninfo.com.cn publishing semi-annual report place for preparation of semi-annual Security department of the Company report III. Major accounting data and business abstract (I) Major accounting data and financial indexes Whether retroactive adjusted on previous financial report or not □Yes √No □Non-applicable Major accounting data Increase/decrease in this Reporting period (Jan. Major accounting data Same period of last year report period to June) year-on-year (%) Total business revenue(RMB) 481,640.00 21,250.00 2,166.54% Business profit(RMB) -7,711,444.59 -5,254,012.57 -46.77% Total profit(RMB) -17,630,458.39 -4,385,273.08 -302.04% Total business revenue(RMB) -15,704,981.50 -4,069,051.79 -285.96% Business profit(RMB) -7,740,409.84 -4,937,791.28 -56.76% Total profit(RMB) 2,360,386.21 -20,647,074.69 111.43% Increase/decrease in this End of this period End of last period period-end over that of last period-end (%) Total assets(RMB) 222,919,812.62 219,022,670.81 1.78% Owners equity attributable to shareholders of the listed -39,587,020.07 -23,882,038.57 -65.76% company(RMB) Share capital(Share) 706,320,000.00 706,320,000.00 Major financial indexes Increase/decrease in this Reporting period (Jan. Major financial indexes Same period of last year report period to June) year-on-year (%) Basic earnings per share -0.022 -0.006 -266.67% (RMB/Share) Diluted earnings per share -0.022 -0.006 -266.67% (RMB/Share) Basic EPS after deducting non-recurring gains/losses -0.011 -0.007 -57.14% (RMB/Share) Fully diluted ROE (%) Weighted average ROE (%) Fully diluted ROE after deducting non-recurring gains/losses (%) Weighted average ROE after deducting non-recurring gains/losses (%) 4 承德大路股份有限公司 2012 年半年度报告全文 Net cash flow per share arising from 0.003 -0.029 111.43% operating activities (RMB/Share) Increase/decrease in this period-end over same End of this period End of last period period of last period-end (%) Net assets per share attributable to shareholder of listed company -0.056 -0.034 -65.76% (RMB/ Share) Asset-liability ratio (%) 117.8% 110.01% 7.04% Explanation on accounting data and financial index at period-end (stating adjustment explanation if there has retroactive adjustment) (II) Difference of accounting data under CAS and IAS 1. Difference of net profit and net assets disclosed in financial report based on IAS and CAS □ Applicable √ Non-applicable 2. Difference of net profit and net assets disclosed in financial report based on foreign accounting standards and CAS □ Applicable √ Non-applicable 3. Detail items for major differences Explanation on IAS Items with major Amount involved (RMB) Reasons for differences and(or) foreign accounting differences standards involved 4. Explanation on accounting data difference under the foreign/domestic accounting standards (III) Item and amount with non-recurring gains/losses deducted √applicable □Non-applicable Items Amount (RMB) Note Gains and losses from disposal of non-current -8,762,601.63 assets Tax refund or exemption out of authorization, with absence of official approval document or accidentally Governmental subsidy calculated into current gains and losses(while closely related with the normal business of the Company, excluding the fixed-amount or fixed-proportion governmental subsidy according to the unified national standard) Fund occupation expenses received from non-financial enterprises that reckon into current gains/losses Income occurred when investment cost paid by enterprise for obtaining subsidiaries, associates and joint ventures are lower than its share in fair value of net realizable assets of invested units Gains and losses from exchange of non-monetary assets Gains and losses from entrusted investment or management assets Various asset impairment reserve provided for force 5 承德大路股份有限公司 2012 年半年度报告全文 majeure, such as natural disaster; Gains/losses from debt reorganization Reorganization expenses, such as expenditure for allocation of employees and integration fee Gains and losses from excess of transaction which are conducted on a non-fair-valued basis over its fair value Current net gains and losses of subsidiaries occurred from combination under the same control commencing from period-begin to combination date Gains and losses from contingent events which has no relation with normal business of the Company Gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of the Company, and investment income from disposal of transactional financial assets and liabilities and financial assets available for sale Reversal of impairment reserve for account receivable with separate impairment testing gains/ losses from external entrustment loans Gains and losses arising from change of fair value of investment properties whose follow-up measurement are at fair value Affect upon current gains/losses arising from the one-off adjustment in subject to requirement of laws and rules in relation to taxation and accounting Income from entrusted custody operation Other non-operating income and expenditure -1,156,412.17 except the abovementioned Other item that satisfied the definition of non-recurring gains and losses Influenced amount of minority shareholders equity 1,954,442.14 Impact on income tax Total -7,964,571.66 -- Explanation on “Other item that satisfied the definition of non-recurring gains and losses” and defined non-recurring gains and losses as recurring gain/loss according to natures and characteristic of self-operation status Amount involved Item Note (RMB) IV. Changes in Share Capital and Particular about Shareholders (I) Changes in share capital 1. Statement of changes in shares □applicable √Non-applicable 6 承德大路股份有限公司 2012 年半年度报告全文 2. Changes in restricted shares □applicable √Non-applicable (II) Security offering and listing 1. Security offering in previous three years □applicable √Non-applicable 2. Changes of total shares and structures as well as outcome of asset-liability structures □applicable √Non-applicable 3. Current shares held by internal staffs □applicable √Non-applicable (III) Shareholders and actual controller 1. Total shareholders at period-end Shareholders at period-end amounting to 21,189 2. Shares held by top ten shareholders √applicable □Non-applicable Particulars about the shares held by the top ten shareholders Proportio Nature of Amount of the Shares pledged or frozen n of Total amount of Shareholders (full name) shareholder non-circulated Share shares shares held Amount s shares held status held (%) Domestic Wang Dong nature pers 29.49% 208,324,800 208,324,800 on GUOTAI JUNAN Foreign SECURITIES(HONGKON legal 9.84% 69,536,410 0 G) LIMITED person Domestic non-state Shanghai Wanguo (H.K) owned 3.6% 25,418,517 0 Securities legal person Domestic non-state Chengde North Industrial owned 2.62% 18,517,651 18,517,651 Corporation legal person Domestic non-state Shanghai Wanguo (H.K) owned 1.89% 13,327,891 13,327,891 Securities legal person Domestic non-state Chengde North Industrial owned 1.38% 9,778,106 0 Corporation legal person Domestic non-state Shanghai Wanguo (H.K) owned 1.24% 8,792,000 0 Securities legal person Chengde North Industrial Domestic 1.03% 7,258,007 0 7 承德大路股份有限公司 2012 年半年度报告全文 Corporation non-state owned legal person Domestic non-state Shanghai Wanguo (H.K) owned 0.58% 4,101,958 0 Securities legal person Domestic non-state Chengde North Industrial owned 0.5% 3,513,264 0 Corporation legal person Explanation on shareholders Particulars about the shares held by the top ten circulation shareholders √applicable □Non-applicable Amount of Type/amount of shares Shareholders circulated shares held at period-end Type Amount GUOTAI JUNAN 69,536,410 B-share 69,536,410 SECURITIES(HONGKONG) LIMITED Shanghai Wanguo (H.K) Securities 25,418,517 B-share 25,418,517 Zhou Xiaomin 9,778,106 B-share 9,778,106 Yu Sanxi 8,792,000 B-share 8,792,000 Wang Wensheng 7,258,007 B-share 7,258,007 CORE PACIFIC-YAMAICHI 4,101,958 B-share 4,101,958 INTERNATIONAL (H.K.) LIMITED Liu Tingyu 3,513,264 B-share 3,513,264 Peng Wei 2,978,525 B-share 2,978,525 Zhao Ziying 2,853,616 B-share 2,853,616 Li Siquan 1,726,133 B-share 1,726,133 Explanation on associated relationship among the top ten shareholders or (and) consistent action The Company is unknown whether there exists associated relationship or belongs to consistent actor regulated by “management method for acquisition of listed company” among the above said shareholders. Strategy investor or general legal person comes to top ten shareholders of the Company due to new shares allocation □applicable √Non-applicable 3. Controlling shareholders and actual controller (1) Changes of controlling shareholders and actual controller √applicable □Non-applicable Name of new controlling Wang Dong shareholder Date of new controlling 2012-04-06 shareholder changed Disclosure dated for new 2012-04-07 controlling shareholder changed Newspaper with new controlling Securities Times, Hong Kong Commercial Daily shareholder changed disclosed 8 承德大路股份有限公司 2012 年半年度报告全文 Name of new actual controller Wang Dong Date of new actual controller 2012-04-06 changed Disclosure dated for new actual 2012-04-07 controller changed Newspaper with new actual Securities Times, Hong Kong Commercial Daily controller changed disclosed (2) Introduction of controlling shareholders and actual controller Whether has new actual controller or not √Yes □No □Non-applicable Name of actual controller Wang Dong Type of actual controller Individual Situation statement On Apr. 6 of 2012, original shareholder Mr. Chen Rong and Mr. Wang Dong signed equity transfer term. Mr. Chen Rong transferred his shares to Mr. Wang Dong. After then, Mr. Wang Dong became controlling and actual shareholder of the Company. Details are as follow: Mr. Wang Dong, born in 1973, Chinese, post graduate. He ever was in position in president of Shenzhen Nanjiang Investment Controlling Co., Ltd and director of NANJIANG DIAMOND CO.,LIMITED. Mr. Wang Dong held 208,324,800 shares of the Company, accounting for 29.49% of total share capital, becoming the 1st largest shareholder and actual controller of the Company. Now he is director. (3) Block diagram of property rights and controlling relationship between the Company and actual controller Wang Dong 29.49% CHENGDE DALU CO., LTD. (4) Actual controller controlling the Company by means of entrust or other assets management □applicable √Non-applicable 4. Other legal person’s shareholders with over ten percent shares held □applicable √Non-applicable (IV) Convertible bonds □applicable √Non-applicable V. Directors, Supervisors and Senior Executives 9 承德大路股份有限公司 2012 年半年度报告全文 (I) Changes of shares held by directors, supervisors and senior executive Whether Amount of received Amount of Amount of Shares held shares Including: remuneration shares Shares held stock option Office dated Office dated at increase in restricted Reasons for from Name Title Sex Age decreased in at period-end held at from ended period-begin( this shares held changes shareholders this period (Share) period-end Share) period(Share (Share) unit or other (Share) (Share) ) related unit or not Chairman and Lin Lixin M 50 2012-04-27 2015-04-27 Yes Secretary of the Board Zhao Director, GM M 35 2012-04-27 2015-04-27 No Yongsheng and CFO Cheng Ducai Director M 43 2012-04-27 2015-04-27 Yes Independent Cao Guohua M 45 2012-04-27 2015-04-27 No director Independent Fan Rong M 49 2012-04-27 2015-04-27 No director Chairman of Xie Yu Supervisory M 38 2012-04-27 2015-04-27 Yes Committee Wei Lei Supervisor F 34 2012-04-27 2015-04-27 Yes Hao Staff M 36 2012-04-27 2015-04-27 5,900 0 0 5,900 4,425 No Guangxin supervisor Hu Wenxi Deputy GM M 57 2012-04-27 2015-04-27 No 10 承德大路股份有限公司 2012 年半年度报告全文 Shi Bainian Deputy GM M 40 2012-04-27 2015-04-27 No Assistant of Wang Xiashu M 55 2012-04-27 2015-04-27 No GM Total -- -- -- -- -- -- -- Directors, supervisor and senior executives who awarded equity incentive in report period □applicable √Non-applicable 11 承德大路股份有限公司 2012 年半年度报告全文 (II) Post holding Post holding in shareholders unit □applicable √Non-applicable Job holding in other unit √applicable □Non-applicable Whether received Position in Office term End of office remuneration Name Name of other unit other unit start from term from other unit or not Director, Lin Lixin Ningbo Moxi Technology Co., Ltd. 2012-05-02 Yes GM Beijing Xinlian Jinda Investment Cheng Ducai GM 2005-04-15 Yes Co., Ltd. Shenzhen Xinjinda Investment Wei Lei Accountant 2009-01-15 Yes Holding Co., Ltd. Explanations on job holding in other unit (III) Remuneration of directors, supervisors and senior executives Decision-Making Process Of Remuneration and appraisal commission raised up plan, being appraised after Board of Compensation Of Directors, Directors, submitting to shareholders meeting for appraisal. Supervisors And Senior Management Decision Basis Of Compensation Of Formulating according to remuneration standard of industry and scale the Company is Directors, Supervisors And Senior located in, as well as actual operation of the Company. Management Actual payment of the compensation of Directors, Supervisors And Senior Giving out monthly according to remuneration plan Management (IV) Changes of directors, supervisors and senior executives Name Duty Change Date of change Reasons for change Yan Position-leaving 2012-04-27 Session changes of the Board Qizhong Chairman Position-leaving Chen Jie 2012-04-27 Session changes of the Board Director Wang Position-leaving 2012-04-27 Session changes of the Board Ansheng Director, CFO Position-leaving Liu Wei independent 2012-04-27 Session changes of the Board director Position-leaving Li Min 2012-04-27 Session changes of the Board independent 12 承德大路股份有限公司 2012 年半年度报告全文 director Position-leaving Yuan chairman of 2012-04-27 Session changes of the Supervisory Committee Runbin supervisory committee Position-leaving Wu Yijin 2012-04-27 Session changes of the Supervisory Committee supervisor Position-leaving Xu Xue 2012-04-27 Session changes of the Supervisory Committee staff supervisor Position-leaving Han secretary of the 2012-03-05 Work changes Zhigang Board (V) Staff of the Company Person on-jobs 63 Retirement person whose charges undertake by the 0 Company Professional categories Types of professional category Numbers of professional category Production staff 0 Salesman 2 Technician 13 Financial staff 6 Administration staff 11 Education background Type of education background Numbers (people) Doctor 1 Master 5 Undergraduate 11 Junior college 12 High school and below 34 Explanations on staff of the Company VI. Report of the Board (I) Management discussion and analysis The first half year of 2012 is a key transition stage of the Company. In reporting period, main business was still un-revived, facing with complicated environment. Board of Directors concentrated on governance structure perfection of executives. We boosted normalized operation, positively coordinated various parties based on normal daily operation. Historical left problems had been solved for laying a foundation for implementation of 13 承德大路股份有限公司 2012 年半年度报告全文 main business. In the first half year, real estate industry has been in floundering stage affected by national macro adjustment to real estate policy. Encountering serious external situation, the Company timely regulated sales strategy and enhanced marketing promotion. Presently, main project of wholly owned subsidiary Chengde Rongyida Real Estate Development Co., Ltd, namely the 2nd phase of sale of Dalu Qianyuan is progressing. In reporting period, the Company realized operating income RMB 481,640 with an increase rate of 2166.54. While total operating profit reached RMB -7,711,444.59 with a decrease rate of 46.77. Net profit attributable to shareholders was RMB -15,704,981.50, decreasing by 285.96% over the same period of last year. Actual operating performance is lower by 20% (including above 20%) over the profit prediction that ever was disclosed in reporting period or operation plan or not: □ yes √no □ not applicable Operation and performance analysis of subsidiaries and share-taking companies 1. Chengde Rongyida Real Estate Development Co., Ltd, wholly subsidiary, founded in Feb. 20 of 2009, RMB 10 million of registered capital, operation scope: real estate development, spinning, clothes manufacture, export and import of clothes, leasing service. Main project Dalu Qianyuan (commercial and residential) is in process, predicted to be accomplished at end of 2012. Till Jun. 30 of 2012, this companys total capital reached RMB 188,773,626.37, RMB 46,740,960.44 for net capital, RMB 481,640.00 for operating income and RMB -6,402,290.88 for net profit. 2. Hebei Xiabancheng Knit Clothes Co., Ltd, wholly owned subsidiary, Sino-foreign joint venture founded in July 9 of 2012 by previous Spin Headquarter and foreign merchant, RMB 4 million of registration capital. Operation scope: production and sale of clothes, various spinning clothes for main products. In Feb. 8 of 2009, Xiabancheng Spin Company declared bankruptcy. The accounts have been settled. 3. Chengde Dixian Fashion Company, Sino-foreign joint venture founded by the Company and Yufa Company in May 23 of 2000, RMB 24 million of registration capital. Its 75% of shares held directly and 25% of shares held indirectly by the Company. Operation scope of it: production and sale of yarn and compound silk which constitute its main products. In Feb. 8 of 2009, Dixian Fashion Company declared its bankruptcy and the accounts had been completely settled. 4. Chengde Xingye Papermaking Co., Ltd was established by the Company and Hong Kong Zhanxi International Co., Ltd with RMB 0.1 billion of register capital, respectively 75% and 25% of shares held by the Company and Zhanxi Group. Operation scope: production and sale of high-end coated paper and kraft board paper and series of products. Stuck in shortage in capital, Xingye Paper had been in suspension in this year. In Dec. 8 of 2008, Xingye Paper was required to apply bankruptcy and accounts-settlement. On May 8 of 2009, Xingye Paper reconciled with creditors. 5. Suning Banhe, share-taking subsidiary of the Company, founded in Nov. 7 of 2004 by the Company and Japan YAMASHITA SHOJI CO., LTD. The Company invested RMB 5.8 million, taking up 20% of the total RMB 29 million of registered capital. But this company has not put into operation yet. 6. Chengde Dahua Paper Co., Ltd (with primitive name as Rizhi Co., Ltd) was founded by the Company and Japan Paper Shoji with JPY 11 billion of total investment. The Company and Japan Paper respectively held 45% and 55% shares of its register capital accounting for JPY 6.364 billion. Main business lies in production and sale of various high-end paper with a production scale of 15 tons paper per year. In 2005, the Company transferred its 45% of shares holding from Chengde Rizhi to controlled subsidiary Chengde Xingye Paper Co., Ltd. while Japan Paper transferred its 55% of shares holding from Chengde Rizhi to Japan New Age Trade Shoji. After transfer, Chengde Rizhi Co., Ltd changed its name to Chengde Dahua Paper Co., Ltd. Investment in Chengde Dahua will 14 承德大路股份有限公司 2012 年半年度报告全文 be accomplished by Chengde Xingye Paper Co., Ltd and Japan New Age Trade. Appliances of Dahua Paper havent been installed yet, becoming a half-project. All risks which may cause unfavorable effect on future development strategy and operation goal of the Company are as follow: 1. Several years of suspension made the Company lose its previous market. Thus the Company had some difficulties in reviving production and market, facing tough trouble. 2. Governments macro policy on real estate produced significant impact on real estate development of wholly owned subsidiary. 3. Restructure of the Company left a lot of problems here. So the solution of those problems threw a challenge. 1. Main business and operations (1)Statement of main business classified according to industries and products Unit: RMB Increase or Increase or Increase or Classified decrease of decrease of decrease of gross according to Operating Gross profit ratio operating revenue operating cost profit ratio over Operating cost industries or revenue (%) over the last same over the last same the last same products period of last year period of last year period of last year (%) (%) (%) According to industries - 0.00 0.00 0% 0% 0% 0% According to products - 0.00 0.00 0% 0% 0% 0% Explanation on main business classified according to industries and products Explanation on major changes of gross profit over same period of last year (2) Main business classified according to areas Unit: RMB Increase/decrease in revenue from Areas Operating revenue operations over the same period of last year (%) Domestic sales 0.00 0% Overseas sales 0.00 0% Explanation on main business according to areas Explanation on main business institution (3) Explanation on reasons of material changes in main operations and its structure □Applicable √Non-applicable (4) Explanation on reasons of material changes in profitability (gross profit ratio) of main operations compared with that of last year □Applicable √Non-applicable (5) Analysis on reasons of material changes in profit structure compared with the previous year 15 承德大路股份有限公司 2012 年半年度报告全文 □Applicable √Non-applicable (6) Business nature, main products or service as well as net profit for stock jointly enterprises who take over 10% of the net profit □Applicable √Non-applicable (7) Problems and difficulties in operation 2. Internal control mechanism related with fair-value measurement □Applicable √Non-applicable 3. Foreign currency financial assets and financial liabilities held □Applicable √Non-applicable (II) Investment of the Company 1. General Application of the raised proceeds □Applicable √Non-applicable 16 承德大路股份有限公司 2012 年半年度报告全文 2. Commitments on projects of raised funds □Applicable √Non-applicable 17 承德大路股份有限公司 2012 年半年度报告全文 3. Changes of projects of raised funds □Applicable √Non-applicable 4. Investment on major projects of non-raised funds □Applicable √Non-applicable (III) The modification of Board to the business plan for the second half of the year □Applicable √Non-applicable (IV) Prediction of business performance from January – September 2012 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason □Applicable √Non-applicable (V) Explanation on “Qualified Opinion” from the Certified Public Accountants in the report period by the Board of Directors □Applicable √Non-applicable (VI) Explanation of the Management on changes and disposal of the issues involved in “Qualified Opinion” from the Certified Public Accountants in the last year by the Board of Directors √Applicable □Non-applicable (I) Statement on audit report issued by CPA taking events-focused phase unqualified opinions We remind users of the financial sheet of the following things: 1. As saying as annotation IV 1(1) ③, Chengde Xingye Paper Co., Ltd was founded by Dalu Co., Ltd and (Hong Kong) Zhanxi International Group Co., Ltd, with register capital USD 250000000. Paid-up capital was USD 100 million, taking up 40% of register capital. Including, Dalu Co., Ltd invested USD 75 million (75% of equity) and (Hong Kong) Zhanxi International Group Co., Ltd invested USD 25 million (25% of equity). On Oct. 28 of 2002, Chinese external trade and economy corporation department (the previous Commerce Department) ruled in the Reply to Increasing Investment in Joint Chengde Xingye Paper Co., Ltd, WJMZEH [2001] No. 969. Register capital increased from USD 100 million to USD 250 million. The new register capital should be paid off within 3 years by both joint parties in accordance with methods issued in contract and Article of Association. Dalu and Zhanxi International hadn't paid the new register capital yet. According to verification from corporation registration department of Hong Kong government, (Hong Kong) Zhanxi International Group Co., Ltd had declared dis-incorporate on May 20 of 2005. On Apr. 23 of 2009, (2009) JXEZZ No. 44 of the Criminal Ruling Letter issued by superior peoples court of Hebei Province ruled that Chengde Xingye Paper actually was a faked foreign joint venture founded by previous shareholder of Dalu Co., Ltd Wang Shuxian in name of (Hong Kong) Zhanxi International Group Co., Ltd. 2. As saying as Note V 6, Chengde Dahua Paper Co., Ltd is joint venture of Dalu Co., Ltd with initial capital USD 5 million. After equity transfer and investment increase, its register capital increased to JPY 6.364 billion. The increasing part wasnt verified by China PAC. For Chengde Dahua Paper didnt submit 2007 annual documents about annual industrial and commercial check, on Apr. 28 of 2009 Chengde Industrial and Commercial Administration Bureau cancelled its operation certificate through administration penalty letter CGSCZ (2009) No. 75. 3. As saying as Note VII 3, Li Rui sued Dalu Co., Ltd and its subsidiary Chengde Rongyida Real Estate Development Co., Ltd for tort, calling for economic compensation RMB 15 million. This case was put into court for hearing on Apr. 20 of 2012, unanswered yet till Apr. 22 of 2012. 4. Till Dec. 31 of 2011, owners equity attributable to parent company of Dalu Co., Ltd was RMB -23,882,038.57. The Company didnt gain main business income and its lasting operating ability was unsure. 18 承德大路股份有限公司 2012 年半年度报告全文 This paragraph content wont affect audit opinion which had been disclosed. (II) Aiming at emphasized events in audit opinion, the Board of Directors issued the following statements: The Board of Directors believed, there existed events focused on phase of unqualified opinion issued by Growe Horwath CPA (extraordinary general partner). Those were all historically left problem which won't create actual impact on operation of the Company. The Company concentrated hard on events stressed in audit report and is coordinating with related department about solution plan. As for the above lawsuits, the Company positively responded and disclosed the progress. On Jun. 29 of 2012, coordinating with Chengde Dixian Work Team, wholly owned subsidiary Chengde Rongyida Real Estate Development had reconciled with Li Rui. After restructure, main business production and operation of the Company couldn't be restored thus solving problems fundamentally. The Company rapidly promoted real estate projects and carried out main business projects. We believed that along with gradual stepping into normal track, the above concerning events could be solved one by one. (VII)Stating the discussion results issued by the Board on changes in the Company’s accounting policies and accounting estimates or reasons for material accounting error correction and influences thereof □Applicable √Non-applicable (VIII) Determination and implementation of cash dividend policies of the Company In accordance with related requirements of Notice to Further Implementing Cash Dividend of Listed Companies issued by CSRC and Notice to Transfer the Notice to Further Implementing Cash Dividend of Listed Companies Issued by CSRC, on July 29 of 2012, the 3rd extraordinary shareholders' meeting of 2012 reviewed and passed Proposal of Revising Article of Association. New Article of Association clearly formulated cash dividend policy, standards and ratio. Decision procedure and mechanism about profit distribution were complete. Independent directors issued independent opinion on profit distribution, having played complete role. Shareholders' meeting approved specific plans of cash dividend, fully listened appeal of minority shareholders and protected their legal rights. (IX) Plan of profit distribution or capital reserve capitalizing □Applicable √Non-applicable (X) Positive retained profit accumulated at end of 2011 without cash distribution carried out □Applicable √Non-applicable (XI) Other events disclosed 1. The Company issued the Notice of Plan about Restructure and De-list of Major Assets on July 26 of 2012 (Notice No. 2012-048). We're planning restructure and de-list of major assets thus stock had been delisted on July 26 of 2012. On August 1, 8, 15 of 2012 we respectively issued Notice to Progress of Restructure and De-list of Major Assets (Notice No. 2012-050, 2012-052, 2012-055). On August 22, the Company issued Notice to Progress of Restructure of Major Assets and Postponing Re-listing (Notice No. 2012-0). The Company would disclose progress timely according to actual situation. (XII) Liabilities, credit changes and cash arrangement for debt paying in later year (Only applies to listed company with corporate convertible bonds offered) 19 承德大路股份有限公司 2012 年半年度报告全文 □Applicable √Non-applicable VII. Significant Event (I)Corporate governance In reporting period, the Company strictly complied with rules of Company Law, Securities Law and Governance Rules of Listed Companies and other related regulations of securities inspection department. Thus we perfected corporate governance structure and normalized operation of the Company. In reporting period, the Company revised and issued Administration System of Insiders of Internal Information. In accordance with Basic Normalization to Internal Control and related affiliated guidance requirements as well as Notice to Companies in Jurisdiction Conduct Normalization on Internal Control issued by CSRC Hebei department, the Company formulated Working Plan of Normalization of Internal Control of Chengde Dalu Co., Ltd, combining with actual situation and future development requirements. The 22nd meeting of the 4th Board of Directors approved and passed it. In reporting period, preparation of shareholders meeting, Board of Directors and Board of Supervisors, disclosure of meeting decision were progressing in accordance with Article of Association, Discussing Rules of Shareholders Meeting, Discussing Rules of Board of Directors and Discussing Rules of Board of Supervisors. All the directors, supervisors and senior executives are diligent and honest in responsibility, conforming to requirements of normalized documents about corporate governance issued by CSRC. (II) Implementation of profit distribution plan, capital reserve capitalizing or shares offering that plan out previously and carry out in this reporting period □Applicable √Non-applicable 20 承德大路股份有限公司 2012 年半年度报告全文 (III) Material lawsuits and arbitrations √Applicable □Non-applicable Disclosure date Number of Jointly and Basic Concerning Prosecution Results and of related related Respondent severally Type of lawsuit information of amounts Progress Implementation impact temporary temporary responsible party lawsuit (RMB0000) reports reports Chengde Dalu Creditors right Wang Shuxian Civil lawsuit 8,437.15 Judgment not yet 2011-04-29 2011-011 Co., Ltd dispute 2011-12-23 2011-023 Chengde Dalu Reputation right Xu Xue Civil lawsuit 0 In hearing 2012-03-31 2012-008 Co., Ltd dispute 2012-06-21 2012-040 On June 29 of 2012-04-20 2012-018 Chengde 2012, with 2012-06-15 2012-038 Rongyida Real coordination of Estate Chengde Dixian Li Rui Development Civil lawsuit Tort dispute 2,147.42 Reconciled Accomplished Work Team, Co., Ltd 2012-07-02 2012-042 Rongyida Chengde Dalu reconciled with Co., Ltd Li Rui. On June 29 of 2012-06-15 2012-038 2012, with Chengde coordination of Rongyida Real Counterclaim to Chengde Dixian Estate Li Rui Civil lawsuit 3,000 Reconciled Accomplished tort dispute Work Team, 2012-07-02 2012-042 Development Rongyida Co., Ltd reconciled with Li Rui. Concerning amount to significant lawsuit and arbitration events after annual report of last year was RMB 0. Concerning amount to significant lawsuits and arbitration events which hadnt been settled but enrolled in annual report of last year was RMB 135,845,700. Predicted liability resulting from lawsuit and arbitration was RMB 0. Detailed statement on significant lawsuit and arbitration 1. On Apr. 17 of 2011, Chengde Medium Peoples Court accepted creditors right dispute appealed by Wang Shuxian over Chengde Dalu Co., Ltd. The Company received Responding Notice Letter and Civil Lawsuit from Hebei Chengde Medium Peoples Court. Prosecution asked the court to judge the respondent to pay back RMB 84,371,544.00 and litigation fee. Details could be seen from Significant Lawsuit Report disclosed on Securities Times, Hong Kong Commercial Daily and Juchao website http://www.cninfo.com.cn. Till reporting period-end, this case hadnt been settled. 2. On Dec. 22 of 2012, to protect interest of the Company, the Company counterclaimed to Beijing Xicheng Area over that respondent Xu Xue intentionally fabricated information and spread fictional information and whistle-bowling to media which severally hurt reputation of the Company. The Company received ruling letter from the court in Mar. of 2012 with (2012) XMCZ No. 1093, rejecting lawsuit of Chengde Dalu Co., Ltd. The Company thought respondent intentionally concealed facts which had been answered thus impacted the court to make a fair justice. Thus we appealed to Beijing 1st Medium Peoples Court. In June of 2012, the Company received ruling letter from the court with (2012) YZMZZ No. 6804, which cancelled judgment of Beijing Xicheng Area Peoples Court and called them to hear this case. Till reporting period-end, this case has been in process. 3. On Dec. 5 of 2012, Chengde Medium Peoples Court accepted lawsuit from Li Rui to wholly subsidiary Chengde Rongyida Real Estate Development and Chengde Dalu Co., Ltd over tort dispute. The Company received Responding Notice Letter and Civil Lawsuit from the court which showed prosecution asked the court to judge the respondent to pay back RMB 15000000 and litigation fee as 21 承德大路股份有限公司 2012 年半年度报告全文 well as appraisal cost. Rongyida counterclaimed it, requiring the court to reject requirements of Li Rui. We called the counterclaimed should pay deposit RMB 500,000 and penal sum in accordance with contract, compensate economic loss RMB 18 million, immediately stop excreting equipment and assume the litigation cost. In court hearing on Apr. 20 of 2012, Li Rui increased the lawsuit requirement to RMB 21,474,200 while Rongyida increased it to RMB 30 million. On June 29 of 2012, with coordination of Chengde Dixian Work Team, Rongyida reconciled with Li Rui. Details could be seen from related reports disclosed on Securities Times, Hong Kong Commercial Daily and Juchao website http://www.cninfo.com.cn. 22 承德大路股份有限公司 2012 年半年度报告全文 (IV) Related event of bankruptcy reorganization □Applicable √Non-applicable (V) Equity of other listed company and stock jointly financial enterprise held by the Company 1. Security investment □Applicable √Non-applicable Explanation on security investment 2. Equity of other listed company held by the Company □Applicable √Non-applicable Explanation on equity of other listed company held by the Company 3. Equity of non-listed financial enterprise held by the Company □Applicable √Non-applicable Explanation on equity of non-listed financial enterprise held by the Company 4. Buying and selling shares of other listed company □Applicable √Non-applicable Explanation on shares dealing of other listed company (VI) Assets transaction 23 承德大路股份有限公司 2012 年半年度报告全文 1. Assets purchased or acquired □Applicable √Non-applicable Explanation on assets purchased 2. Assets sold □Applicable √Non-applicable Explanation on assets sold 3. Assets replacement □Applicable √Non-applicable Explanation on assets replacement 24 承德大路股份有限公司 2012 年半年度报告全文 4. Business combination □Applicable √Non-applicable 5. Progress of the events and their influence on the Company’s operating results and financial status in the report period after the Report on Assets Restructure or Public Notice on Acquisition and Sales of Assets being published □Applicable √Non-applicable (VII) Explanation on shareholding increase proposed or implemented by largest shareholder of the Company and its persons acting in concert in reporting period □Applicable √Non-applicable (VIII) Implementation and its influence of equity incentive □Applicable √Non-applicable (XI) Significant related transaction 25 承德大路股份有限公司 2012 年半年度报告全文 1. Related transaction related to daily operation □Applicable √Non-applicable 2. Related transaction incurred by purchase or sales of assets □Applicable √Non-applicable 3. Significant related transaction from jointly investment outside □Applicable √Non-applicable 4. Current related liabilities and debts □Applicable √Non-applicable Fund occupation in reporting period as well as paying-off progress □Applicable √Non-applicable Till end of reporting period, accountability plan proposed by the Board for completed no non-operational fund occupation from listed company □Applicable √Non-applicable 26 承德大路股份有限公司 2012 年半年度报告全文 5. Other significant related transaction Nil (X) Significant contracts and its implementation 1. Profits earned from trusteeship, contract and lease reached over 10% (10% included) of total profit in this period (1) Trusteeship □Applicable √Non-applicable (2) Contract □Applicable √Non-applicable (3) Lease □Applicable √Non-applicable 2. Guarantees □Applicable √Non-applicable 27 承德大路股份有限公司 2012 年半年度报告全文 3. Trust financing □Applicable √Non-applicable 28 承德大路股份有限公司 2012 年半年度报告全文 4. Implementation of material contracts entered into during the normal operation Nil 29 承德大路股份有限公司 2012 年半年度报告全文 5. Other significant contract □Applicable √Non-applicable (XI) Explanation on corporate bonds offering □Applicable √Non-applicable (XII) Implementation of commitments 1. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or extending to reporting period. □Applicable √Non-applicable 2. Explanation on assets or projects that reached the original profit forecast as well as its reasons while the reporting period still in forecast period, and there are profit forecast on assets or projects of the Company □Applicable √Non-applicable (XIII) Items of other consolidated income Unit: RMB Items This period Last period 1. Gains(losses) from financial assets available for sales Less: Income tax influences from financial assets available for sales Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 2. Shares in the other consolidated income of the investee calculated based on equity method Less: Income tax influences of shares in the other consolidated income of the investee calculated based on equity method Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 3. Gains(losses) from cash flow hedge instrument Less: Income tax influences from cash flow hedge Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Adjusted amount transferred to initial confirmed amount of the arbitraged items Subtotal 4. Differences from translating foreign currency financial statements Less: Net amount of disposing overseas business transferred to current gains/losses Subtotal 5. Others Less: Income tax influences by others reckoned into other consolidated income Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current 30 承德大路股份有限公司 2012 年半年度报告全文 period Subtotal Total (XIV)Registration form of receiving research, communication and interview in the report period Content discussed and Date Place Way Type Object documents provided Security Telephone Government subsidy, 2012-01-09 department of Individual Investor communication no files provided the Company Security Share reduction Telephone 2012-01-23 department of the Individual Investor information, no files communication Company provided Security Current situation of Telephone 2012-02-16 department of Individual Investor the Company, no files communication the Company provided Security Suspension event and Telephone 2012-03-30 department of the Individual Investor lawsuit progress, no communication Company files provided Security Telephone Equity transfer and no 2012-04-09 department of Individual Investor communication files provided the Company Security Session transition of Telephone 2012-04-12 department of the Individual Investor the Board, no files communication Company provided Security Telephone Resume production 2012-05-16 department of Individual Investor communication and no files provided the Company Security Current situation of Telephone 2012-06-29 department of the Individual Investor the Company, no files communication Company provided (XV) Engagement and non-reappointment of CPA Whether the semi-annual report was audited or not □ Yes √ No □ Non-applicable Whether re-engaged the CPA or not □ Yes √ No □ Non-applicable (XVI) Punishment and rectification for listed company and its directors, supervisor, senior executives, shareholders of the Company, actual controller and purchasers □Applicable √Non-applicable (XVII) Explanation on other significant events √Applicable □Non-applicable 1. The Company issued the Notice of Plan about Restructure and De-list of Major Assets on July 31 承德大路股份有限公司 2012 年半年度报告全文 26 of 2012 (Notice No. 2012-048). We're planning restructure and de-list of major assets thus stock had been delisted on July 26 of 2012. On August 1, 8, 15 of 2012 we respectively issued Notice to Progress of Restructure and De-list of Major Assets (Notice No. 2012-050, 2012-052, 2012-055). On August 22, the Company issued Notice to Progress of Restructure of Major Assets and Postponing Re-listing (Notice No. 2012-0). The Company would disclose progress timely according to actual situation. (XVIII) Major changes of profitability of turn debt guarantor, assets status and credit standings (Only applies to listed company with corporate convertible bonds offered) □Applicable √Non-applicable (XIX) Index for information disclosure Name and page of Internet website and searching Event Date of disclosed publishing press route Notice of Government Securities Times, Hong 2012-01-06 http://www.cninfo.com.cn Grant Obtained Kong Commercial Daily Notice of Performance Securities Times, Hong 2012-01-14 http://www.cninfo.com.cn Forecast for year of 2011 Kong Commercial Daily Correction Explanation on Miss-disclosure of holding reduction for simple Securities Times, Hong 2012-01-20 http://www.cninfo.com.cn changes in equity from Li Kong Commercial Daily Tianyun and other 4 nature person disclosed previous Notice of changes for Securities Times, Hong 2012-01-20 http://www.cninfo.com.cn shareholders Kong Commercial Daily Simple Equity Changes Securities Times, Hong 2012-01-20 http://www.cninfo.com.cn Report Kong Commercial Daily System Changes and Name Securities Times, Hong changes for CPA appointed 2012-02-25 http://www.cninfo.com.cn Kong Commercial Daily by the Company Resignation of Secretary of Securities Times, Hong 2012-03-08 http://www.cninfo.com.cn the Board Kong Commercial Daily Resolution Notice of 22nd Securities Times, Hong Meeting of 4th Session of 2012-03-29 http://www.cninfo.com.cn Kong Commercial Daily the Board Suspension for Material Securities Times, Hong 2012-03-30 http://www.cninfo.com.cn Un-certain Event Kong Commercial Daily Securities Times, Hong Lawsuit progress – Xu Xue 2012-03-31 http://www.cninfo.com.cn Kong Commercial Daily Progress of Material Event Securities Times, Hong and Continuous to 2012-03-31 http://www.cninfo.com.cn Kong Commercial Daily Suspension 32 承德大路股份有限公司 2012 年半年度报告全文 Securities Times, Hong Notice of Equity Changes 2012-04-09 http://www.cninfo.com.cn Kong Commercial Daily Equity Transfer Agreement Securities Times, Hong 2012-04-10 http://www.cninfo.com.cn and Resumption Notice Kong Commercial Daily Resolution Notice of 23rd Securities Times, Hong Meeting of 4th Session of 2012-04-11 http://www.cninfo.com.cn Kong Commercial Daily the Board Resolution Notice of 9th Securities Times, Hong Meeting of 4th Session of 2012-04-11 http://www.cninfo.com.cn Kong Commercial Daily supervisory committee Convening the 1st Securities Times, Hong extraordinary shareholders 2012-04-11 http://www.cninfo.com.cn Kong Commercial Daily meeting of 2012 Performance forecast for Securities Times, Hong 2012-04-13 http://www.cninfo.com.cn first quarter of 2012 Kong Commercial Daily Performance Express of Securities Times, Hong 2012-04-13 http://www.cninfo.com.cn 2011 Kong Commercial Daily Abnormal Changes in Securities Times, Hong 2012-04-13 http://www.cninfo.com.cn Stock Exchange Kong Commercial Daily Securities Times, Hong Material Lawsuits 2012-04-20 http://www.cninfo.com.cn Kong Commercial Daily Detail Equity Changes Securities Times, Hong 2012-04-24 http://www.cninfo.com.cn Report Kong Commercial Daily Convening Annual Securities Times, Hong Shareholders General 2012-04-24 http://www.cninfo.com.cn Kong Commercial Daily Meeting of 2011 Resolution Notice of 26th Securities Times, Hong Meeting of 4th Session of 2012-04-24 http://www.cninfo.com.cn Kong Commercial Daily the Board Resolution Notice of 20th Securities Times, Hong Meeting of 4th Session of 2012-04-24 http://www.cninfo.com.cn Kong Commercial Daily supervisory committee 2 Annual report 2011 and Securities Times, Hong 2012-04-24 http://www.cninfo.com.cn its summary Kong Commercial Daily Resolution Notice of 27th Securities Times, Hong Meeting of 4th Session of 2012-04-27 http://www.cninfo.com.cn Kong Commercial Daily the Board Resolution Notice of 13th Securities Times, Hong Meeting of 4th Session of 2012-04-27 http://www.cninfo.com.cn Kong Commercial Daily supervisory committee 33 承德大路股份有限公司 2012 年半年度报告全文 Text of firs quarterly report Securities Times, Hong 2012-04-27 http://www.cninfo.com.cn 2012 Kong Commercial Daily Resolution Notice of 1st Securities Times, Hong Meeting of 5th Session of 2012-04-28 http://www.cninfo.com.cn Kong Commercial Daily the Board Resolution Notice of 1st Securities Times, Hong Meeting of 5th Session of 2012-04-28 http://www.cninfo.com.cn Kong Commercial Daily supervisory committee Resolution Notice of 1st Securities Times, Hong extraordinary shareholders 2012-04-28 http://www.cninfo.com.cn Kong Commercial Daily general meeting of 2012 Completion of Equity Securities Times, Hong 2012-05-08 http://www.cninfo.com.cn Ownership Transfer Kong Commercial Daily Internet Seminar for Securities Times, Hong 2012-05-18 http://www.cninfo.com.cn Performance of 2011 Kong Commercial Daily Resolution Notice of 2nd Securities Times, Hong Meeting of 5th Session of 2012-05-21 http://www.cninfo.com.cn Kong Commercial Daily the Board Convening the 2nd Securities Times, Hong extraordinary shareholders 2012-05-21 http://www.cninfo.com.cn Kong Commercial Daily general meeting of 2012 Resolution Notice of Securities Times, Hong annual shareholders 2012-05-21 http://www.cninfo.com.cn Kong Commercial Daily general meeting of 2012 ”Warning Letter to Chengde Dalu Co., Ltd. and its related staff” Securities Times, Hong 2012-05-23 http://www.cninfo.com.cn obtained from Hebei Kong Commercial Daily Security Regulatory Bureau postpone the 2nd Securities Times, Hong extraordinary shareholders 2012-06-01 http://www.cninfo.com.cn Kong Commercial Daily general meeting of 2012 Resolution Notice of 2nd Securities Times, Hong extraordinary shareholders 2012-06-11 http://www.cninfo.com.cn Kong Commercial Daily general meeting of 2012 Material Lawsuit and Securities Times, Hong 2012-06-15 http://www.cninfo.com.cn Correction Kong Commercial Daily Assets Dealing of Chengde Securities Times, Hong 2012-06-20 http://www.cninfo.com.cn Rongyida Real Estate Kong Commercial Daily 34 承德大路股份有限公司 2012 年半年度报告全文 Development Co., Ltd,-wholly-owned subsidiary of the Company Securities Times, Hong Lawsuit progress – Xu Xue 2012-06-21 http://www.cninfo.com.cn Kong Commercial Daily VIII. Financial Report (I) Auditing Report Whether the report has been audited or not □ Yes √ No □Non applicable (II) Financial Statement Whether consolidated statement or not: √ Yes □ No □Non applicable Unless otherwise, currency for this statement refers to RMB (Yuan) Currency used in note of financial statement is RMB (Yuan) 1. Consolidated Balance Sheet Prepared by Chengde Dalu Co., Ltd Unit: RMB Items Note Balance at period-end Balance at period-begin Current assets: Monetary funds 1,571,028.20 5,517,692.29 Settlement provisions 0.00 0.00 Capital lent 0.00 0.00 Transaction finance asset 0.00 0.00 Notes receivable 0.00 0.00 Accounts receivable 0.00 0.00 Accounts paid in advance 20,488,196.25 21,059,096.25 Insurance receivable 0.00 0.00 Reinsurance receivables 0.00 0.00 Contract reserve of 0.00 0.00 reinsurance receivable Interest receivable 0.00 0.00 Dividend receivable 0.00 0.00 Other receivables 34,940,783.67 33,632,142.25 Purchase restituted 0.00 0.00 finance asset Inventories 56,505,152.59 39,698,800.27 35 承德大路股份有限公司 2012 年半年度报告全文 Non-current asset due 0.00 0.00 within one year Other current assets 1,093,527.39 1,093,527.39 Total current assets 114,598,688.10 101,001,258.45 Non-current assets: Granted loans and 0.00 0.00 advances Finance asset available 0.00 0.00 for sales Held-to-maturity 0.00 0.00 investment Long-term account 0.00 0.00 receivable Long-term equity 2,215,729.65 2,215,729.65 investment Investment real estate 0.00 0.00 Fixed assets 50,038,133.41 60,092,006.51 Construction in progress 6,721,818.00 6,721,818.00 Engineering material 0.00 0.00 Disposal of fixed asset 0.00 0.00 Productive biological asset Oil and gas asset 0.00 0.00 Intangible assets 23,891,528.51 24,202,279.25 Expense on Research and 0.00 0.00 Development Goodwill 0.00 0.00 Long-term expenses to be 320,976.00 356,640.00 apportioned Deferred income tax asset 0.00 0.00 Other non-current asset 25,132,938.95 24,432,938.95 Total non-current asset 108,321,124.52 118,021,412.36 Total assets 222,919,812.62 219,022,670.81 Current liabilities: Short-term loans 422,261.91 422,261.91 Loan from central bank 0.00 0.00 36 承德大路股份有限公司 2012 年半年度报告全文 Absorbing deposit and 0.00 0.00 interbank deposit Capital borrowed 0.00 0.00 Transaction financial 0.00 0.00 liabilities Notes payable 0.00 0.00 Accounts payable 1,225,343.22 231,175.82 Accounts received in 54,821,272.50 30,028,613.02 advance Selling financial asset of 0.00 0.00 repurchase Commission charge and 0.00 0.00 commission payable Wage payable 6,176,635.66 6,707,882.20 Taxes payable 68,963,013.99 69,588,226.39 Interest payable 0.00 0.00 Dividend payable 0.00 0.00 Other accounts payable 113,498,698.64 116,572,501.13 Reinsurance payables 0.00 0.00 Insurance contract reserve 0.00 0.00 Security trading of agency 0.00 0.00 Security sales of agency 0.00 0.00 Non-current liabilities due 0.00 0.00 within 1 year Other current liabilities 0.00 0.00 Total current liabilities 245,107,225.92 223,550,660.47 Non-current liabilities: Long-term loans 6,801,600.00 6,801,600.00 Bonds payable 0.00 0.00 Long-term account 0.00 0.00 payable Special accounts payable 10,598,000.03 10,598,000.03 Projected liabilities 0.00 0.00 Deferred income tax 0.00 0.00 liabilities Other non-current 0.00 0.00 37 承德大路股份有限公司 2012 年半年度报告全文 liabilities Total non-current liabilities 17,399,600.03 17,399,600.03 Total liabilities 262,506,825.95 240,950,260.50 Owners equity (or shareholders equity): Paid-up capital (or share 706,320,000.00 706,320,000.00 capital) Capital public reserve 450,765,443.10 450,765,443.10 Less: Inventory shares 0.00 0.00 Reasonable reserve 0.00 0.00 Surplus public reserve 76,791,550.17 76,791,550.17 Provision of general risk 0.00 0.00 Retained profit -1,273,464,013.34 -1,257,759,031.84 Balance difference of 0.00 0.00 foreign currency translation Total owners equity -39,587,020.07 -23,882,038.57 attributable to parent company Minority interests 6.74 1,954,448.88 Total owners equity(or -39,587,013.33 -21,927,589.69 shareholders equity) Total liabilities and owners 222,919,812.62 219,022,670.81 equity(or shareholders equity) 2. Balance Sheet of parent company Unit: RMB Items Note Balance at period-end Balance at period-begin Current assets: Monetary funds 4,019.80 4,019.80 Transaction finance asset 0.00 0.00 Notes receivable 0.00 0.00 Accounts receivable 0.00 0.00 Accounts paid in advance 20,084,632.25 20,084,632.25 Interest receivable 0.00 0.00 Dividend receivable 0.00 0.00 Other receivables 564,846.74 350,389.52 Inventories 0.00 0.00 Non-current asset due 0.00 0.00 within one year 38 承德大路股份有限公司 2012 年半年度报告全文 Other current assets 0.00 0.00 Total current assets 20,653,498.79 20,439,041.57 Non-current assets: Finance asset available for 0.00 0.00 sales Held-to-maturity 0.00 0.00 investment Long-term account 0.00 0.00 receivable Long-term equity 58,925,880.26 58,925,880.26 investment Investment real estate 0.00 0.00 Fixed assets 0.00 0.00 Construction in progress 0.00 0.00 Engineering material 0.00 0.00 Disposal of fixed asset 0.00 0.00 Productive biological 0.00 0.00 asset Oil and gas asset 0.00 0.00 Intangible assets 0.00 0.00 Expense on Research and 0.00 0.00 Development Goodwill 0.00 0.00 Long-term expenses to be 0.00 0.00 apportioned Deferred income tax asset 0.00 0.00 Other non-current asset 0.00 0.00 Total non-current asset 58,925,880.26 58,925,880.26 Total assets 79,579,379.05 79,364,921.83 Current liabilities: Short-term loans 422,261.91 422,261.91 Transaction financial 0.00 0.00 liabilities Notes payable 0.00 0.00 Accounts payable 218,802.27 218,802.27 Accounts received in 0.00 0.00 39 承德大路股份有限公司 2012 年半年度报告全文 advance Wage payable 38,587.58 489,639.20 Taxes payable -44,092.73 169,855.54 Interest payable 0.00 0.00 Dividend payable 0.00 0.00 Other accounts payable 103,332,356.54 101,813,353.28 Non-current liabilities due 0.00 0.00 within 1 year Other current liabilities 0.00 0.00 Total current liabilities 103,967,915.57 103,113,912.20 Non-current liabilities: Long-term loans 0.00 0.00 Bonds payable 0.00 0.00 Long-term account 0.00 0.00 payable Special accounts payable 98,000.03 98,000.03 Projected liabilities 0.00 0.00 Deferred income tax 0.00 0.00 liabilities Other non-current 0.00 0.00 liabilities Total non-current liabilities 98,000.03 98,000.03 Total liabilities 104,065,915.60 103,211,912.23 Owners equity (or shareholders equity): Paid-up capital (or share 706,320,000.00 706,320,000.00 capital) Capital public reserve 449,365,886.69 449,365,886.69 Less: Inventory shares 0.00 0.00 Reasonable reserve 0.00 0.00 Surplus public reserve 76,791,550.17 76,791,550.17 Retained profit -1,256,963,973.41 -1,256,324,427.26 Balance difference of 0.00 0.00 foreign currency translation Total owners equity(or -24,486,536.55 -23,846,990.40 shareholders equity) 40 承德大路股份有限公司 2012 年半年度报告全文 Total liabilities and owners 79,579,379.05 79,364,921.83 equity(or shareholders equity) 3. Consolidated Profit Statement Unit: RMB Items Note Amount in this period Amount in last period I. Total operating income 481,640.00 21,250.00 Including: Operating income Interest income Insurance gained Commission charge and commission income II. Total operating cost 8,193,084.59 5,275,262.57 Including: Operating cost 0.00 0.00 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and 49,187.20 10,295.16 extras Sales expenses Administration 6,493,740.82 5,260,118.42 expenses Financial expenses 1,650,156.57 4,848.99 Losses of 0.00 0.00 devaluation of asset Add: Changing income of 0.00 0.00 41 承德大路股份有限公司 2012 年半年度报告全文 fair value(Loss is listed with “-”) Investment 0.00 0.00 income (Loss is listed with “-”) Including: Investment income on 0.00 0.00 affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is -7,711,444.59 -5,254,012.57 listed with “-”) Add: Non-operating 0.00 1,021,011.00 income Less: Non-operating 9,919,013.80 152,271.51 expense Including: Disposal loss of non-current 8,762,601.63 0.00 asset IV. Total Profit (Loss is listed -17,630,458.39 -4,385,273.08 with “-”) Less: Income tax expense 28,965.25 3,500.64 V. Net profit (Net loss is listed -17,659,423.64 -4,388,773.72 with “-”) Including: net profit realized before consolidation 0.00 0.00 by mergered party Net profit attributable to -15,704,981.50 -4,069,051.79 owners of parent company Minority shareholders -1,954,442.14 -319,721.93 gains and losses VI. Earnings per share -- -- i. Basic earnings per share -0.022 -0.006 ii. Diluted earnings per -0.022 -0.006 share VII. Other consolidated 0.00 0.00 income VIII. Total comprehensive -17,659,423.64 -4,388,773.72 income 42 承德大路股份有限公司 2012 年半年度报告全文 Total consolidated income attributable to owners of parent -15,704,981.50 -4,069,051.79 company Total consolidated income attributable to minority -1,954,442.14 -319,721.93 shareholders The merger realized net profit RMB 0.00 before consolidation during enterprises consolidation under a same control. 4. Profit Statement of parent company Unit: RMB Items Note Amount in this period Amount in last period I. Operating income Less: operating cost 0.00 0.00 Operating tax and extras Sales expenses Administration expenses 639,530.65 171,257.42 Financial expenses 15.50 15.50 Losses of devaluation of 0.00 0.00 asset Add: Changing income of fair value(Loss is listed with 0.00 0.00 “-”) Investment income (Loss is 0.00 0.00 listed with “-”) Including: Investment income on affiliated company 0.00 0.00 and joint venture II. Operating profit (Loss is -639,546.15 -171,272.92 listed with “-”) Add: Non-operating income 0.00 0.00 Less: Non-operating expense 0.00 2,271.51 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed -639,546.15 -173,544.43 with “-”) Less: Income tax expense IV. Net profit (Net loss is listed -639,546.15 -173,544.43 with “-”) V. Earnings per share -- -- 43 承德大路股份有限公司 2012 年半年度报告全文 i. Basic earnings per share -0.0009 -0.0002 ii. Diluted earnings per -0.0009 -0.0002 share VI. Other consolidated income 0.00 0.00 VII. Total comprehensive -639,546.15 -173,544.43 income 5. Consolidated Cash Flow Statement Unit: RMB Items Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 25,081,497.08 services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received 2,131,881.19 2,292,951.24 concerning operating activities 44 承德大路股份有限公司 2012 年半年度报告全文 Subtotal of cash inflow arising 27,213,378.27 2,292,951.24 from operating activities Cash paid for purchasing commodities and receiving labor 14,998,621.22 1,751,364.70 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and 1,270,834.36 280,550.00 workers Taxes paid 3,245,986.75 3,465,899.30 Other cash paid concerning 5,337,549.73 17,442,211.93 operating activities Subtotal of cash outflow arising 24,852,992.06 22,940,025.93 from operating activities Net cash flows arising from 2,360,386.21 -20,647,074.69 operating activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and 967,298.00 other long-term assets Net cash received from disposal of subsidiaries and other 0.00 0.00 units Other cash received concerning 0.00 0.00 45 承德大路股份有限公司 2012 年半年度报告全文 investing activities Subtotal of cash inflow from 0.00 967,298.00 investing activities Cash paid for purchasing fixed, intangible and other 102,569.50 long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from 0.00 0.00 subsidiaries and other units Other cash paid concerning 700,000.00 0.00 investing activities Subtotal of cash outflow from 802,569.50 0.00 investing activities Net cash flows arising from -802,569.50 967,298.00 investing activities III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders investment by subsidiaries Cash received from loans 13,000,000.00 Cash received from issuing bonds Other cash received 0.00 0.00 concerning financing activities Subtotal of cash inflow from 0.00 13,000,000.00 financing activities Cash paid for settling debts 2,283,616.44 Cash paid for dividend and profit distributing or interest 2,414,480.80 paying Including: Dividend and profit of minority shareholder paid by subsidiaries 46 承德大路股份有限公司 2012 年半年度报告全文 Other cash paid concerning 3,090,000.00 0.00 financing activities Subtotal of cash outflow from 5,504,480.80 2,283,616.44 financing activities Net cash flows arising from -5,504,480.80 10,716,383.56 financing activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash -3,946,664.09 -8,963,393.13 equivalents Add: Balance of cash and cash equivalents at the period 5,517,692.29 9,723,008.25 -begin VI. Balance of cash and cash 1,571,028.20 759,615.12 equivalents at the period -end 6. Cash Flow Statement of parent company Unit: RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services Write-back of tax received Other cash received concerning operating 283,269.76 337,509.50 activities Subtotal of cash inflow arising from operating 283,269.76 337,509.50 activities Cash paid for purchasing commodities and receiving labor service Cash paid to/for staff and workers 17,900.00 93,600.00 Taxes paid 50.00 Other cash paid concerning operating 265,319.76 247,722.30 activities Subtotal of cash outflow arising from operating 283,269.76 341,322.30 activities Net cash flows arising from operating activities 0.00 -3,812.80 II. Cash flows arising from investing activities: Cash received from recovering investment 47 承德大路股份有限公司 2012 年半年度报告全文 Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing 0.00 0.00 activities Subtotal of cash inflow from investing activities 0.00 0.00 Cash paid for purchasing fixed, intangible and other long-term assets Cash paid for investment Net cash received from subsidiaries and other units Other cash paid concerning investing 0.00 0.00 activities Subtotal of cash outflow from investing 0.00 0.00 activities Net cash flows arising from investing activities 0.00 0.00 III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans Cash received from issuing bonds Other cash received concerning financing 0.00 0.00 activities Subtotal of cash inflow from financing activities 0.00 0.00 Cash paid for settling debts Cash paid for dividend and profit distributing or interest paying Other cash paid concerning financing 0.00 0.00 activities Subtotal of cash outflow from financing 0.00 0.00 activities Net cash flows arising from financing activities 0.00 0.00 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents 0.00 -3,812.80 Add: Balance of cash and cash equivalents at 4,019.80 37,197.70 48 承德大路股份有限公司 2012 年半年度报告全文 the period -begin VI. Balance of cash and cash equivalents at the 4,019.80 33,384.90 period -end 7. Consolidated Statement on Changes of Owners' Equity Amount in this period Amount in this period Owners' equity attributable to the parent company Paid-up General Total Items Minoritys Less: Reasona capital Capital Surplus risk Retaine owners Treasur ble Others equity (Share reserves reserves provisio d profit equity y Stock reserve capital) n -1,257,7 I. Balance at the end of last 706,320 450,765, 76,791, 1,954,448 -21,927,58 59,031.8 year ,000.00 443.10 550.17 .88 9.69 4 Add: Changes of accounting policy Error correction of the last period Others -1,257,7 II. Balance at the beginning of 706,320 450,765, 76,791, 1,954,448 -21,927,58 59,031.8 this year ,000.00 443.10 550.17 .88 9.69 4 III. Increase/ Decrease in this year (Decrease is listed with'"-") -15,704, -1,954,44 -17,659,42 (i) Net profit 981.50 2.14 3.64 (ii) Other consolidated income -15,704, -1,954,44 -17,659,42 Subtotal of (i)and (ii) 981.50 2.14 3.64 (III) Owners' devoted and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV)Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.Withdrawal of surplus 0.00 reserves 49 承德大路股份有限公司 2012 年半年度报告全文 2.Withdrawal of general risk 0.00 provisions 3.Distribution for owners (shareholders) 4. Others (V) Carrying forward internal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1.Capital reserves conversed to capital (share capital) 2.Surplus reserves conversed to capital (share capital) 3.Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 0.00 1.Withdrawal in this period 2.Usage in this period (VII) Other -1,273,4 IV. Balance at the end of the 706,320 450,765, 76,791, -39,587,01 64,013.3 6.74 report period ,000.00 443.10 550.17 3.33 4 Amount in last period Unit: RMB Amount in last period Owners' equity attributable to the parent company Paid-up General Total Items Less: Reasona Minoritys capital Capital Surplus risk Retaine owners Treasur ble Others equity (Share reserves reserves provisio d profit equity y Stock reserve capital) n -1,261,4 I. Balance at the end of last 706,320, 450,765, 76,791, 2,869,338 -24,655,90 02,234.3 year 000.00 443.10 550.17 .07 2.96 0 Add: retroactive adjustment arising from enterprise consolidation under the same control Add: Changes of accounting policy Error correction of 50 承德大路股份有限公司 2012 年半年度报告全文 the last period Others -1,261,4 II. Balance at the beginning of 706,320, 450,765, 76,791, 2,869,338 -24,655,90 02,234.3 this year 000.00 443.10 550.17 .07 2.96 0 III. Increase/ Decrease in this 3,643,20 -914,889. 2,728,313. year (Decrease is listed 2.46 19 27 with'"-") 3,643,20 -914,889. 2,728,313. (i) Net profit 2.46 19 27 (ii) Other consolidated income 3,643,20 -914,889. 2,728,313. Subtotal of (i)and (ii) 2.46 19 27 (III) Owners' devoted and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV)Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.Withdrawal of surplus 0.00 reserves 2.Withdrawal of general risk 0.00 provisions 3.Distribution for owners (shareholders) 4. Others (V) Carrying forward internal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1.Capital reserves conversed to capital (share capital) 2.Surplus reserves conversed to capital (share capital) 3.Remedying loss with surplus reserve 4.Others (VI) Reasonable reserve 1.Withdrawal in this period 51 承德大路股份有限公司 2012 年半年度报告全文 2.Usage in this period (VII) Other -1,257,7 IV. Balance at the end of the 706,320, 450,765, 76,791, 1,954,448 -21,927,58 59,031.8 report period 000.00 443.10 550.17 .88 9.69 4 8. Statement on Changes of Owners' Equity of Parent Company Amount in this period Unit: RMB Amount in this period Paid-up Less: General Total Item capital Capital Reasonable Surplus Retained Treasury risk owners (Share reserves reserve reserves profit Stock reserve equity capital) 706,320,00 449,365,88 76,791,550 -1,256,324, -23,846,99 I. Balance at the end of last year 0.00 6.69 .17 427.26 0.40 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of 706,320,00 449,365,88 76,791,550 -1,256,324, -23,846,99 this year 0.00 6.69 .17 427.26 0.40 III. Increase/ Decrease in this year (Decrease is listed with'"-") -639,546.1 -639,546.1 (i) Net profit 5 5 (ii) Other consolidated income -639,546.1 -639,546.1 Subtotal of (i)and (ii) 5 5 (III) Owners' devoted and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.Withdrawal of surplus reserves 2. Withdrawal of general risk 52 承德大路股份有限公司 2012 年半年度报告全文 reserve 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 0.00 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the 706,320,00 449,365,88 76,791,550 -1,256,963, -24,486,53 report period 0.00 6.69 .17 973.41 6.55 Amount in last year Unit: RMB Amount in last year Paid-up Less: General Total Item capital Capital Reasonabl Surplus Retained Treasury risk owners (Share reserves e reserve reserves profit Stock reserve equity capital) 706,320,00 449,365,88 76,791,550 -1,271,759, -39,281,78 I. Balance at the end of last year 0.00 6.69 .17 225.93 9.07 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of 706,320,00 449,365,88 76,791,550 -1,271,759, -39,281,78 this year 0.00 6.69 .17 225.93 9.07 III. Increase/ Decrease in this year (Decrease is listed with'"-") (i) Net profit 15,434,798 15,434,798 53 承德大路股份有限公司 2012 年半年度报告全文 .67 .67 (ii) Other consolidated income 15,434,798 15,434,798 Subtotal of (i)and (ii) .67 .67 (III) Owners' devoted and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Withdrawal of surplus reserves 2. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the 706,320,00 449,365,88 76,791,550 -1,256,324, -23,846,99 report period 0.00 6.69 .17 427.26 0.40 (III) Basic information 1. Background Chengde DaLu Co., Ltd.( Hereinafter referred to as " the Company" or the "Company") was formerly known as 54 承德大路股份有限公司 2012 年半年度报告全文 Chengde DiXian Knitting Co., Ltd( Hereinafter referred to as "DIXIAN stock), and was reorganized on November 3, 1999 by sponsorship, approved by the people's Government of Hebei Province with the issue of Ji shares do [1999]36, The sponsors were Mr. Wang Shuxian, Hebei province Chengde County North Industrial Company, Chengde City Longfeng cosmetics company and Chengde County Board Town of Red Star plastic products factory and Mr. Wang Zhengsong. The registered capital was RMB100, 000,000 at establishment, and it was divided into 100,000,000 shares with one Yuan of face value per share, during which 85,100,000 shares were held by Mr. Wang Shuxian. On November 13, 2009, the company changed its name to Chengde DaLu Co., Ltd upon resolution of the board of directors. According to the issue [2000] 121 by the China Securities Regulatory Commission (hereinafter referred to as " CSRC “) on August 29, 2000, the company issued 100,000,000 foreign capital stocks listed in China (hereinafter referred to as the " B “) on September 19, 2000 on Shenzhen stock exchange; and excised the overallotment option to increase issuing 15,000,000 B shares from September 29to October 29, 2000. The registered capital of the company after the issuance of B shares was RMB 215,000,000, and was divided into 215,000,000 shares with one Yuan of face value per share. According to the resolution of the shareholders meeting on March 12, 2002, The Company allotted 43,000,000 bonus shares to all of the shareholders according to the proportion of 2 free shares for every 10 shares, and meanwhile increased 107500000 shares to all of the shareholding by transferring from capital reserve according to 5 shares free for every 10 shares. The registered capital of the company was changed to RMB 365,500,000 after it allotted bonus shares and increased by transferring. According to the resolution of the shareholders meeting on July 22, 2003, The Company allotted 73,100,000 bonus shares to all of the shareholders according to the proportion of 2 free shares for every 10 shares, and the registered capital of the company was changed to RMB 438,600,000 after such bonus shares were allotted. On March 11, 2004, approved by the Ministry of Commerce of the People's Republic of China, the company was allowed to be changed to Foreign-Funded Joint Stock Companies Limited. On July, 2004, the company increased 150,000,000 B shares directionally, during which 91,300,000 shares were subscribed in HK$, and another 58,700,000 shares were subscribed in RMB, upon check by China Securities Regulatory Commission with the issue [2004] No.101. According to the resolution of the shareholders meeting on June 8, 2006, The Company allotted 117,720,000 bonus shares to all of the shareholders according to the proportion of 2 free shares for every 10 shares, On August 4, 2008, according to the judgment ruled by Shenzhen Intermediate People's court, 112,324,800 sponsor shares held by Wang Shuxian was compensated to ChenRong for RMB 45,491,544 Yuan, and on August 15, 2008, 96,000,000 sponsor shares held by Wang Shuxian was compensated to Chenrong for RMB 38,880,000 Yuan according to the judgment ruled by Dalian Intermediate People's court. On November 11, 2009, according to “reply to the approval of capital increase, and change of share as well as name of Chengde DiXian Knitting Co., Ltd” with No.143 [2009] by Bureau of Commerce of Hebei Province, it agreed that the company increased 150,000,000 foreign shares listed in China in 2004 and allotted 2 bonus shares free for every 10 shares in 2006; and it agreed that 208324800 shares of Dixian stock held by Wang Shuxian Dixian was changed to Chen Rong ; as well as the name of the company changed to Chengde DaLu Co., Ltd The total share capital was 706,320,000 shares and the registered capital of the company was RMB 706,320,000 Yuan after the company increased and allotted, which has been validated by ZhongLei CPA Co., Ltd, who provided the capital verification report with [2010] No. 10009. On April 6, 2012, Mr. Chen Rong, as the largest shareholder of company, signed a share transfer agreement with Mr. Wang Dong, and transferred all of the 208,324,800 shares held by himself (accounting for 29.49% of total 55 承德大路股份有限公司 2012 年半年度报告全文 capital stock of the company) to Mr. Wang Dong. The procedure for equity transfer has been finished. 2. Business scope Production and processing of series of knitting, woven series, high-grade suits, children series, packing materials, paper and paper products as well as all kinds of paper and synthetic silk, sales of self-made products. The company and its subsidiaries imports knitted fabrics, woven fabrics of various raw materials for the production and the production equipment and accessories for self-use. The company subsidiary, Chengde County Rong Tatsu Real Estate Development Company Limited, is engaged in real estate development. (IV) Major accounting policies, accounting estimates and correction of prior period errors 1. Basis of preparation of the financial statements The company shall, on the basis of continuous operation, recognize and measure the actually occurred transactions and events according to “the accounting standards for enterprises-basic standards” issued by the Ministry of Finance on February 2006 and thirty-eight concrete accounting standards and its application guidance and its interpretation as well as the provision of other accounting standards, and then prepare the financial statements. 2. A declaration on the compliance with the Accounting Standards for Enterprises The financial statements of the company has been prepared in accordance with the regulations of enterprise accounting standards, and present fairly, in all material respects, the financial position of the company, and the its operation results and cash flows. 3. Accounting fiscal year The fiscal year begins on the Gregorian calendar January 1st, and ends on December 31st. and this reporting period began on January 1st, and ended on June 30th 2012. 4. Reporting Currency The reporting currency of the company is Renminbi (“RMB”). The reporting currency of the oversea subsidiaries 5. Accounting for business combinations under the same control and not under the same control (1) Business combinations under the same control Equity method is adopted by the company for the business combination under the same control, and the assets and liabilities of the combined party in a business combination shall be measured on the basis of their carrying amount 56 承德大路股份有限公司 2012 年半年度报告全文 in the combined party on the combining date, except the necessary adjustment due to different accounting policy. As for the balance between the carrying amount of the consideration paid by it (or the total par value of the shares issued) and the carrying amount of the net assets obtained by the combining party, the additional paid-in capital shall be adjusted. If the additional paid-in capital is not sufficient to be offset, the retained earnings shall be adjusted. The cost for the business combination of the company as the combining party shall, including the expenses for audit, legal services and assessment, be recorded into the profits and losses at the current period. The bonds issued for a business combination or the handling fees and commissions for assuming other liabilities shall be recorded into the amount of initial measurement of the bonds or other debts. The handling fees and commissions for the issuance of equity securities for the business combination shall be credited against the surplus of equity securities; if the surplus is not sufficient, the retained earnings shall be offset. (2) Business control not under the same control The purchase method is adopted by the company for the business combination not under the same control. The combination costs shall be the fair values, on the acquisition date, of the assets paid, the liabilities incurred or assumed and the equity securities issued by the acquirer in exchange for the control on the acquiree. The cost for the business combination of the company as the acquirer shall, including the expenses for audit, legal services and assessment as well as other related management expenses be recorded into the profits and losses at the current period. The transaction cost for the issuance of equity securities or debt securities for the consideration shall be recorded into the initial recognition amount of the equity securities or debt securities. The combination costs determined at the acquisition date shall be the initial investment cost of the long-term equity investment acquired from acquisition of common stock not under the same control, and the identifiable assets and liabilities acquired from the statutory merger not under the same control shall be stated at their fair value on the acquisition date. The positive balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree shall be stated as business reputation; and the negative difference of the combination costs and the fair value of the identifiable net assets is obtains from the acquire shall be recorded into combined current profit and loss after check. 6. Preparation method for consolidated financial statements (1) Preparation method for consolidated financial statements The financial statements are prepared on the basis of control, and the scope of the consolidated financial statements includes the company and all of its subsidiaries. The consolidated financial statements of the company are prepared according to “Accounting Standards for Enterprises No.33–Consolidated Financial Statements” and related regulations, and all of the significant internal transactions and business contacts in the consolidated scope shall be offset at the combination. The shareholders equity of the subsidiaries not belonging to the parent company shall be listed singly as the ministry interest under the shareholders equity in the consolidated financial statements. If the accounting policy or the accounting period is different between the subsidiaries and the company, it is necessary to adjust the financial statements of the subsidiaries according to the accounting policy or accounting 57 承德大路股份有限公司 2012 年半年度报告全文 period of the company at the preparation of the consolidated financial statements. For the subsidiaries acquired from the business combination not under the same control, it shall adjust the individual financial statements based on its fair value of the identifiable net assets at the acquisition date; for the subsidiaries acquired from the business combination under the same control, it shall be regarded as the reporting entity formed after combination and continues to exist integratedly from the control by the final controlling party comes into operation, and it shall adjust the beginning amount of the consolidated balance sheet, as well as the related items of the comparative financial statements at the same time. (2) Accounting for the equity of the same subsidiaries to be disclosed that is purchased and then sold, or sold and then purchased during two accounting periods continuously 7. Recognition for cash and cash equivalents Cash and cash equivalents included in cash-flow statement are short-term(within three months of maturity since purchase date), highly liquid investments that are readily convertible to known amounts of cash and subject to limited risk on changes in value. 8. Foreign currency transaction and translation of foreign currency statements (1) Foreign currency transaction Transactions denominated in foreign currencies are translated into the reporting currency at the spot exchange rates prevailing on the day when the transactions take place. Monetary assets denominated in foreign currency at the balance sheet date are translated at the spot exchange rate, and the exchange difference arising from the different spot exchange date at the balance sheet date and at the initial recognition or the previous balance sheet date shall be recorded into finance expenses; the non-monetary items denominated in foreign currency stated at its historical cost shall be translated at the spot exchange rate on the day when the transactions take place; and non-monetary item denominated in foreign currency stated at its fair value shall be translated at the spot exchange date on the day when the fair value is determined, and the difference between the amount in reporting currency after translation and the carrying amount in original reporting currency shall be recorded into current profit and loss as income from changes in fair value, and the exchange difference related to non-monetary items in foreign currency available for sale shall be recorded into capital reserves. (2) Translation of foreign currency statements Translation of items in foreign currency at the balance sheet date: the assets and liabilities in the balance sheet shall be translated at the spot exchange rate at the balance sheet, and the items of owners equity except “undistributed profit” shall be translated at the spot exchange rate on occurrence. The income and expense in the income statement shall be translated at the spot exchange date on the day when the transactions take place. 58 承德大路股份有限公司 2012 年半年度报告全文 When the consolidated financial statement is prepared, the converted difference in foreign currency statements shall be listed singly as “translation reserve” under the owners equity in the consolidated balance sheet. 9. Financial instruments "Financial instruments" refers to the financial assets of the business and constitute the financial liability or equity instruments of other business (1) Classification of financial instruments The financial assets and financial liabilities of the company are divided into five types at the initial recognition: Financial asset measured by fair value and which change is recorded into current profit and loss, Held-to-maturity investment, accounts receivable, financial assets available for sale and other financial liabilities. (2) Recognition and Measurement of Financial Instruments The financial assets or financial liabilities are stated at their fair value at initial recognition. For the financial assets and liabilities measured at their fair values and of which the variation is recorded into the profits and losses of the current period, the transaction expenses thereof shall be directly recorded into the profits and losses of the current period, and the related transaction expenses of other kinds of financial assets or financial liabilities is recorded into its initial recognition amount. ①The financial assets and liabilities measured at their fair values and of which the variation is recorded into the profits and losses of the current period The financial assets or liabilities which are measured at their fair values and the variation of which is recorded into the profits and losses of the current period, including transactional financial assets and liabilities and the financial assets and liabilities which are measured at their fair values and of which the variation is included in the current profits and losses; the transactional financial assets refers to the stock, bonds, fund and the derivative instruments not as effective hedging instrument or the assumed financial liabilities to be repurchased in the near future; the financial assets and liabilities which are measured at their fair values and of which the variation is included in the current profits and losses is mainly designated on the basis of risk management and strategic investment. Subsequent measurement shall be carried through for these financial assets or financial liabilities at their fair value. All realized and unrealized profit and loss of these financial assets or financial liabilities shall be recorded into current profit and loss except those as effective hedging instruments. ② Held-to-maturity investment "Held-to-maturity investment" refers to a non-derivative financial asset with the maturity date being fixed, the repayment being fixed or confirmed and the company has a clear purpose or is capable to hold to maturity. Effective interest method is adapted to measure held-to-maturity investment at the post-amortization cost during the holding period. The gains and loss arising from the impairment, amortization or recognition termination of held-to-maturity investment shall be recorded into current profit and loss. The balance between the price obtained and the carrying amount of the investment shall be recorded into investment income when held-to-maturity investment is disposed. ③ Accounts receivable “Accounts receivable” is the claims of the sale of goods or rendering of service, including accounts receivable, other receivables and long-term receivables. 59 承德大路股份有限公司 2012 年半年度报告全文 The accounts receivable shall be recognized initially at the price stipulated in the contract or agreement to be received from the purchaser and it is measured at the post-amortization cost using the effective interest method. The balance between the price obtained and the carrying amount of the accounts receivable shall be recorded into current profit and loss at recovery and disposal. ④ Financial assets available for sale Financial assets available for sale refers to the non-derivative financial assets available for sale designated at initial recognition, and the financial assets except those three kinds of financial assets above. Subsequent measurement shall be carried through for such kind of financial assets at their fair value, and the discount and premium shall be amortized using effective interest method and recognized as interest income. The change in the fair value of the financial assets available for sale shall be recognized as the independent part of capital reserve when the said financial assets is stopped from recognition or is impaired with the exception of the impairment loss and the exchange difference arising from the monetary financial assets in foreign currency which shall be recorded into current profit and loss, and the accumulative gains or loss recorded into capital reserve before shall be transferred into current profit and loss. The dividends or interest income related to the financial assets available for sale shall be recorded into current profit and loss. ⑤ Other financial liabilities Other financial liabilities refer to the financial liabilities which isnt designated to be measured by fair value and which change is recorded in current profit and loss. Other liabilities are measured at the post-amortization cost or cost. The gains or loss arising from the amortization and the recognition termination of the other liabilities shall be recorded into current profit and loss. (3) Recognition and measurement for transfer of financial assets ①Where the company has transferred nearly all of the risks and rewards related to the ownership of the financial asset to the transferee; or it does not transfer or retain nearly all of the risks and rewards related to the ownership of a financial asset but gives up its control over the financial asset, it shall stop recognizing the financial asset. ②If the transfer of an entire financial asset satisfies the conditions for stopping recognition; the difference between the amounts of the following two items shall be recorded in the profits and losses of the current period: A. The book value of the transferred financial asset B. The sum of consideration received from the transfer and the accumulative amount of the changes of the fair value originally recorded in the owner's equities. ③If the transfer of partial financial asset satisfies the conditions to stop recognition, the entire book value of the transferred financial asset shall, between the portion whose recognition has been stopped and the portion whose recognition has not been stopped, be apportioned according to their respective relative fair value, and the difference between the amounts of the following two items shall be included into the profits and losses of the current period: A. The book value of the portion whose recognition has been stopped; B. The sum of consideration of the portion whose recognition has been stopped, and the portion of the accumulative amount of the changes in the fair value originally recorded in the owner's equities which is corresponding to the portion whose recognition has been stopped ④ If the transfer of the financial asset doesnt satisfy the condition to stop the recognition, it shall continue to recognize the financial asset and shall recognize the consideration it receives as a financial liability. ⑤ If the company is continuously involved in the transferred financial asset, it shall recognize a financial asset according to the extent of its continuous involvement in the transferred financial asset, and recognize a financial 60 承德大路股份有限公司 2012 年半年度报告全文 liability at the same time. (4) Recognition for termination of financial liabilities Only when the prevailing obligations of a financial liability are relieved in all or in part may the recognition of the financial liability be terminated in all or partly. (5) Determination method for the fair value of financial assets and financial liabilities ①As for the financial assets or financial liabilities for which there is an active market, the quoted prices in the active market shall be used to determine the fair values thereof. ②Where there is no active market for a financial instrument; the company shall adopt value appraisal techniques to determine its fair value. (6) Provision for impairment of financial assets(except accounts receivable) The company shall carry out an inspection, on the balance sheet day, on the carrying amount of the financial assets (except accounts receivable). Where there is any objective evidence proving that such financial asset has been impaired, an impairment provision shall be made. ①Held-to-maturity investment The loss on impairment shall be determined according to the balance of the carrying amount and the present value of the predicted future cash flow. It is accounted for according to the measurement method for loss impairment of accounts receivable. If there is any objective evidence proving that the value of the said financial asset has been restored, and it is objectively related to the events that occur after such loss is recognized, the impairment loss as originally recognized shall be reversed and be recorded into the profits and losses of the current period. However, the reversed carrying amount shall not be any more than the post-amortization costs of the said financial asset on the day of reverse under the assumption that no provision is made for the impairment. ② Financial assets available for sale If there is any objective evidence proving that the fair value of the financial assets available for sale drops significantly or not contemporarily, it can recognize that such financial assets available for sale has been impaired, and shall recognize loss on impairment. Where the financial asset available for sale is impaired, the accumulative losses arising from the decrease of the fair value of the owners equity which was directly included shall be transferred out at the same time when the impairment loss is recognized and recorded into the profits and losses of the current period. The said accumulative loss transferred out equals the balance of the initial acquisition cost of the financial asset available for sale deducting the reversed principal, the amortized amount, current fair value and the impairment loss that has been recorded into profit and loss originally. As for the sellable debt instruments whose impairment losses have been recognized, if, within the accounting period thereafter, the fair value has risen and are objectively related to the subsequent events that occur after the originally impairment losses were recognized, the originally recognized impairment losses shall be reversed and be recorded into the profits and losses of the current period. The impairment losses incurred to a sellable equity instrument investment shall not be reversed through profits and losses. 61 承德大路股份有限公司 2012 年半年度报告全文 (7) The outstanding held-to-maturity investment is to be re-classifies as the financial asset available for sale, and the basis of explanation to the intention and capability of holding investment are being changed 10. Recognition of provision for bad debts of account receivable The company conducts an impairment test on the financial assets with significant single amounts. If any objective evidence shows that it has been impaired, the impairment losses shall be recognized and the provision for bad debts shall be made. Except the accounts receivable which the impairment loss have been made singly and those receivables inside the consolidated scope, the company regards aging as credit risk feature grouping, and based on actual loss ratio of receivables in different groups divided as per account age in previous ears and in consideration of current status, the Company shall decide the ratio for appropriation of provisions for doubtful accounts in different account age segments in current year, and thus calculate the appropriated provisions for doubtful accounts. (1) Bad debt provision for accounts receivable with significant single amounts The Company deems the receivables with single amount over RMB Judgment basis or amount standard for 1,000,000 (RMB 1,000,000) as significant single amount according to significant single amount the operation scale and business character. Receivables with significant single The company conducts an impairment test on the accounts receivable amount and with appropriation of with significant single amounts. If any objective evidence shows that it provisions for doubtful accounts on has been impaired, the impairment losses shall be recognized and the single amount provision for bad debts shall be made. (2) Accounts receivable with appropriation of provisions for bad debt as per grouping Standard for bad debt Name of grouping provision against group of Basis of group determination accounts receivables Amounts of bad debt provision for accounts receivable which single The accounts receivable which obvious evidence exists amount is not significant, but the Aging analysis method showing that it is unrecoverable, and with over three years of portfolio risk is significant after aging. grouped by credit risk feature Bad debt provision is made in group using aging analysis method: √A □NA Provision proportion for accounts Provision proportion for other Aging receivable (%) receivables (%) 62 承德大路股份有限公司 2012 年半年度报告全文 Within one year (including one 5% 5% year) One to two years 20% 20% Two to three years 50% 50% Over three years 100% 100% Three to four years Four to five years Over five years Bad debt provision is made using Percentage of total account receivable outstanding □ A √NA Bad debt provision is made using other methods: □A √ NA (3) Receivables with non-significant amount but with appropriation of provision for bad debts on single amount Reason for appropriation of provision for bad debts on single amount: For receivables which have non-significant amount but clearly different individual credit risk feature and have been depreciated with objective evidences, the provision for doubtful accounts appropriated as per aging analysis method cannot reflect actual conditions. Provision for bad debt: The company shall conduct impairment test singly, and recognize impairment loss according to the present value of future cash flow lower than its carrying amount, and then make corresponding provision for bad debt on the basis of provision for bad debt which has been made by aging. 11. Inventories (1) Classification of inventory Inventory means the materials, Auxiliary Material, spare parts for repair, revolving materials, merchandise inventory, work-in-process under production, finished goods, development cost and products to be developed etc. the development cost includes the land cost, construction cost and other cost related to real estate development under construction; the product to be developed refers to the land purchased and prepared to be developed into real estate development. (2) Valuation method for issuing of inventories □First-in first-out method (FIFO) √Weighed average method □Specific identification method □other 63 承德大路股份有限公司 2012 年半年度报告全文 The Company shall valuate the issuing of inventories as per weighed average method once at the end of month. The actual cost of the developed products include land-transferring fees, and expenditure of basic supporting facilities, expenditure of construction installment project, and borrowing expense related before the completion of developed project and other related expenses during the process of development. The actual cost shall be confirmed using specific identification method when the developed product is issued. (3) Determination standard for the net realizable value of inventory and provision for depreciation of inventory During regular production and operation process, for the inventories directly used for sale such as merchandise inventory and the materials for sale etc, the net realizable value shall be decided as per its estimated selling price reduced by estimated selling expenses and related tax. For the materials inventory needed to be built or processed,, during regular production and operating process, the net realizable value shall be decided according to the estimated price of the finished goods built or processed less the cost to be generated, and the estimated selling expenses and related tax until completion of the project, For the inventories held for implementing sales agreement or service contract, the Company shall make the contract price as valuation basis of the net realizable value; if the amount of inventories held are bigger than the order amount in the sales contract, the Company shall make general sales price as the valuation basis for the net realizable value of the exceeding part of the inventories. For the inventories without sales agreement(excluding materials for sale), the company shall make the general sales price (namely marketing price) as the valuation basis for its net realizable value; For material used for sale, the Company shall make market price as the valuation basis for its net realizable value. The company shall check over the inventories at the balance sheet date, and the provision for depreciation of inventories shall be made or adjusted according to the lower of inventories cost and its net realizable value. The provision for depreciation of inventories shall be appropriated as per individual inventories, and for the inventories with big amount and lower price, appropriated as per classified groups of inventories. For the inventories related to the series of products manufactured and sold in the same area, and of which the final use or purpose is identical or similar there to, and if it is difficult to measure them by separating them from other items, the provision for depreciation of inventories shall be made on a combination basis.If the influencing factors for writing down inventory value before the date of balance sheet have disappeared, the Company shall restore the amount written down, and return the amount in the appropriated provision for depreciation of inventories, which shall be attributed to the net profit or loss of current period. (4) Inventory system √Perpetual inventory system □Periodic inventory system □Other The company adopts perpetual inventory system. (5) Amortization method for low value consumables and packing materials Low value consumables 64 承德大路股份有限公司 2012 年半年度报告全文 Amortization method: one-off amortization method The low-value consumables shall be amortized using one-off amortization method upon incurring. Packing materials Amortization method: one-off amortization method The packing materials shall be amortized using one-off amortization method. 12. Long-term equity investment (1) Recognition of initial investment cost ①Long-term equipment due to business merger under the same control The initial investment cost for long-term equity investment due to business merger under the same control shall be stated at the net attributable carrying value of the merged party after being adjusted according to the accounting policies of the company and obtained at the date of merger. ②Long-term equipment due to business merger not under the same control The initial investment cost for long-term equity investment due to business merger not under the same control shall be stated at the combined cost at the purchasing date. If the business merger which is not under the same control is realized via several transactions in process, the initial investment cost shall be stated at the sum of the carrying value of held equity investment of the purchased party before the purchasing date and the newly-increased investment cost at the purchasing date. ③long-term equity invest obtained by other means The initial investment cost of a long-term equity investment obtained by making payment in cash shall be the purchase cost which is actually paid. For the long-term equity investment acquired by issuing equity securities, the fair value of equity securities (excluding the declared but not distributed cash dividends and profits obtained from the investee) shall be made as the investment cost. For the long-term equity investment made by the investors, the value specified in the investment contract or agreement shall be made as the investment cost, except that the value specified in the contract or agreement is unfair. Where a non-monetary assets transaction that the transaction is commercial in nature; and the fair value of the assets received or surrendered can be measured reliably, the fair value of the assets surrender shall be regarded as the initial investment cost for the long-term equity investment received in exchange for non-monetary assets., unless there is any exact evidence showing that the fair value of the assets received is more reliable. Where any non-monetary assets transaction does not meet the above conditions, the carrying value and relevant payable taxes of the assets surrendered shall be the initial investment cost of the assets received. The initial cost of a long-term equity investment obtained by recombination of liabilities shall be stated according to the fair value. (2) Subsequent measurement and confirmation method for profit and loss Where the company has joint control or significant influence over the investee, and the investment is not quoted in an active market and its fair value cant be reliably measured, a long-term equity investment is accounted for using the cost method. Where the company has joint control or significant influence over the investee, a long-term equity investment is accounted for using the equity method 65 承德大路股份有限公司 2012 年半年度报告全文 When a long-term equity investment is accounted for using Cost method: 1. If the initial investment cost of long-term equity investment is larger than the fair value of identifiable net assets of the investee entitled to from the investment, the initial investment cost of long-term equity investments shall not be adjusted; If the initial investment cost of long-term equity investment is smaller than the fair value of identifiable net assets of the invested entity gained from the investment, the difference between them shall be recognized in the consolidated income statement and cost of long-term equity investments adjusted. After the company obtains a long-term equity investment, it shall, in accordance with the attributable share of the net profits or losses of the investee, recognize the investment profits or losses and adjust the book value of the long-term equity investment. The company shall, on the ground of the fair value of all identifiable assets of the investee when it obtains the investment and offset the shareholding proportion of the unrealized profit and loss from internal transactions between the Company, affiliated enterprises and joint ventures which is attributable to the company through calculation according to the accounting policy and accounting period of the company(it shall recognize entirely if the unrealized internal transaction loss belongs to assets impairment loss), recognize the attributable share of the net profits and losses of the investee after it adjusts the net profits of the investee. 2. The company shall recognize the net losses of the investee until the book value of the long-term equity investment and other long-term rights and interests which substantially form the net investment made to the investee are reduced to zero, unless it has the obligation to undertake extra losses stipulated in the contract or agreement. If the investee realizes any net profits later, the company shall, after the amount of its attributable share of profits offsets against its attributable share of the unrecognized losses, resume recognizing its attributable share of profits. ④The carrying value of long-term equity investment shall be written down against the proportion of profit or cash dividend to be entitled which has been declared to be distributed by the investee. ⑤As for other changes of owners equity except the net profit and loss of the investee, the company shall adjust the carrying value of the long-term equity investment against the attributable share calculated in accordance with shareholding proportion, and increase or decrease capital reserves at the same time. The company continues using the equity method to account for remaining investment if the investee is sill the affiliated enterprise or joint ventures after the shareholding proportion decreases, and the profit or loss recognized in other integrated income (capital reserves) previously shall be carried forward to current profit and loss according to the proportion of investment disposed. The company continues using the equity method to account for the investment according to new shareholding proportion if the investee is sill the affiliated enterprise or joint ventures after the shareholding proportion increases. The difference between the newly-increased investment cost and the fair value of net identifiable assets of the investee which is calculated according to newly-increased shareholding proportion shall be disposed in accordance with above principle; the company shall adjust the carrying amount of long-term equity investment and capital reserves against the balance between the original carrying amount of such long-term equity investment on the acquisition of new investment and the fair value of net attributable identifiable assets of the investee which is calculated according to the shareholding proportion after investment increase less the proportion after the shareholding proportion is newly-increased. 66 承德大路股份有限公司 2012 年半年度报告全文 (3) Recognition basis for joint control or significant influence over the investee 1. Confirmation of joint control Joint control means that none of the parties can control the production and operating activities of the joint venture independently and the decision-making for basic operating activities of the joint venture needs unanimous agreement of all the Parties. 2. Confirmation of significant influence Significant influence means having the power to participate in the formulation of financial and operating policies of an enterprise, but not the power to control or jointly control the formulation of these policies together with other parties. When the company holds more than 20% (including 20%) but less than 20% voting shares of the investee directly or indirectly through subsidiaries, the significant influence on the investee shall be confirmed unless there exists obvious evidence showing the company cant participate in the formulation of production and operating policies of the investee under such circumstance and no significant influence forms accordingly; when the company holds less than 20% (excluding 20%) voting shares of the investee, it shall not confirm that it has significant influence on the investee generally, unless there exits obvious evidence showing the company can participate in the formulation of production and operation under such circumstance, and can form significant influence. (4) Testing method for impairment of long-term equity investment and the way for appropriation of provision for impairment 1. The Company, at the date of balance sheet, makes estimate of long-term equity investment on subsidiaries, joint venture and affiliated enterprises, and recognizes the impairment loss against its reclaimable amount lower than its carrying value. The reclaimable amount shall be determined according to the higher of the fair value of assets deducting the disposal expenses and its present value of future cash flow. As for the long-term equity investment that the company has no joint control or significant influence, and no price is quoted in an active market and its fair value cant be measured reliably, the impairment loss shall be recognized against the difference between its carrying value and the present value of the future cash flow discounted according the prevailing market return ratio for similar financial assets when it is impaired. The impairment loss shall be recorded into current profit and loss, and provision for impairment of long-term equity investment shall be made at the same time. The provision for impairment of long-term equity investment shall not be returned once being confirmed. 2. Provision for goodwill impairment The company carries through impairment test at the end of every year against the goodwill arising from business merger, and the provision for impairment shall be made according to the test results. The provision for goodwill impairment shall not be returned once being confirmed. 13. Investment real estate 67 承德大路股份有限公司 2012 年半年度报告全文 14. Fixed assets (1) Recognition of fixed assets Fixed assets are the tangible assets with service life of more than one year held for production of goods, rendering of service, lease or operating management. Fixed assets shall be confirmed while following conditions can all be met: ①The economic interest related to the fixed assets will most likely flow into the company; ②The cost of the fixed assets can be measured reliably. (2) Recognition and valuation of fixed assets under finance lease (3) Depreciation method for various fixed assets Depreciation of fixed assets is provided using the straight line method. The Company shall, since fixed assets reach the specified usable condition, appropriate depreciation, and terminate to appropriate depreciation when the fixed asset is stopped to be confirmed or divided into non-current assets held for sale(the fixed assets that have been fully depreciated but are still in use and the land that is separately measured and included shall be excluded), without considering the provision for impairment, the economic life and residual value of the fixed asset shall be estimated according to the type of fixed assets, the annual depreciation rate for each type of fixed asset of the company are as follows: Type Depreciation period (year) Residual rate(%) Annual depreciation rate(%) House and building 25.00 5 3.8 Machinery equipment 7-15 5 6.33-13.57 Electronic equipment 5-10 5 9.5-19 Transportation equipment 5-10 5 9.5-19 Other equipments Fixed assets under finance lease -- -- -- Including: house and building Machinery equipment Electronic equipment Transportation equipment Other equipments (4) Testing method for depreciation of fixed assets and the way for appropriation of provision for depreciation At the date of balance sheet, when the assets have an evidence of depreciation, the Company shall estimate its reclaimable amount; if the reclaimable amount of the assets is lower than its book value, the Company shall write 68 承德大路股份有限公司 2012 年半年度报告全文 down the book value of the assets to its reclaimable amount, the reduced amount shall be recorded into current profit and loss. The reclaimable amount shall be determined in light of the higher one of net amount of its fair value less disposal expenses and the present value of the expected future cash flow of the assets. The company estimates its reclaimable amount based on single-item asset in principal, Where it is difficult to do so, it shall determine the reclaimable amount of the group assets on the basis of the asset group to which the asset belongs. Once being confirmed, not be returned in the accounting period afterwards. (5) Other explanation 15. Construction in progress (1) Type of construction in progress The construction in progress refers all necessary expenditure before the fixed assets under acquisition are ready for their intended use state, including the direct material of project, direct employee compensation, the equipment to be installed, civil and erection cost, project management cost and net profit and loss of trial run expenses and the borrowing cost which can be capitalized etc. (2) The standard and time point for construction in progress transferred to fixed assets For construction in progress, the Company shall make all the expenditures for this asset to reach usable condition as the account value of the fixed assets. For the fixed assets reaching usable condition but not preparing the final account for completion, the Company shall, since the date of reaching usable condition, transfer the estimated value into fixed assets according to project budget and cost or actual cost of the project and appropriate the provision for depreciation according to the Company's policy for depreciation of fixed assets; after the procedure for final account for completion has been ended, the Company shall adjust the original temporarily estimated value as per actual cost, but not adjust the original appropriated provision for depreciation. (3) Testing method for depreciation of construction in progress and the way for appropriation of provision for depreciation At the date of balance sheet, when the construction in progress have an evidence of depreciation, the Company shall carry through impairment test singly, and estimate its reclaimable amount; if the reclaimable amount is lower than its book value, the Company shall write down the book value of the assets to its reclaimable amount, the reduced amount shall be recorded into current profit and loss and provision for depreciation shall be made at the same time. The reclaimable amount shall be determined in light of the higher one of net amount of its fair value less disposal expenses and the present value of the expected future cash flow of the assets. Once being confirmed, not be returned in the accounting period afterwards. 69 承德大路股份有限公司 2012 年半年度报告全文 16. Borrowing cost (1) Confirmation principle for capitalization of borrowing cost The assets eligible for capitalization shall refer to the fixed assets, investment real estate, inventories and other assets, of which the acquisition and construction or production may take quite a long time to get ready for its intended use or for sale. The borrowing costs shall include interest on borrowings, amortization of discounts or premiums on borrowings, ancillary expenses, and exchange balance on foreign currency borrowings etc. Where the borrowing costs incurred to the company can be directly attributable to the acquisition and construction or production of assets eligible for capitalization, it shall be capitalized and recorded into the costs of relevant assets. Other borrowing costs shall be recognized as expenses on the basis of the actual amount incurred, and shall be recorded into the current profits and losses. The borrowing costs shall not be capitalized unless they simultaneously meet the following requirements: ①The asset disbursements have already incurred, which shall include the cash, transferred non-cash assets or interest bearing debts paid for the acquisition and construction or production activities for preparing assets eligible for capitalization; ②The borrowing costs has already incurred; and ③The acquisition and construction or production activities which are necessary to prepare the asset for its intended use or sale have already started. (2) The capitalization period of borrowing cost The borrowing cost incurred in connection with the assets qualified for capitalization under acquisition and construction, shall be recorded into the cost of the assets before it is ready for the intended use or sale, and those incurred after a qualified asset under acquisition and construction or production is ready for the intended use or sale shall be recorded into the profits and losses of the current period. Where the acquisition and construction or production of a qualified asset is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended. Where part of a qualified asset under acquisition and construction is completed separately and can be used singly, the capitulation of the borrowing costs incurred in connection with such part of assets shall be ceased. (3) Termination period of capitalization (4) Calculation procedure for the capitalized amount of borrowing cost The company calculates the capitalized amount of borrowing costs quarterly. The to-be-capitalized amount of interests of the specially borrowed loans (minus the income of the interests earned on the unused borrowing loans as a deposit in the bank or as a temporary investment) and the ancillary expense incurred to the specifically borrowed loans incurred before a qualified asset under acquisition, construction or production is ready for the intended use or sale, shall be capitalized at the incurred amount when they are incurred. The Company shall calculate and determine the to-be-capitalized amount of interests on the general 70 承德大路股份有限公司 2012 年半年度报告全文 borrowing by multiplying the weighted average asset disbursement of the part of the accumulative asset disbursements minus the general borrowing by the capitalization rate of the general borrowing used. The capitalization rate shall be calculated and determined in light of the weighted average interest rate of the general borrowing. Where there is any discount or premium, the amount of discounts or premiums that shall be amortized during each accounting period shall be determined by the real interest rate method, and an adjustment shall be made to the amount of interests in each period. During the period of capitalization, the exchange balance on foreign currency borrowings shall be capitalized, and shall be recorded into the cost of assets eligible for capitalization. 17. Biological assets 18. Oil & gas assets 19. Intangible assets (1)Valuation method for intangible assets (1) Initial measurement of intangible assets The Company accounts its intangible assets at their real acquisition cost. Where the payment of purchase price for intangible assets is delayed beyond the normal credit conditions, which is of financing intention, the cost of intangible assets shall be determined on the basis of the current value of the purchase price. The book value of the intangible assets acquired as debt assets through the recombination of liabilities shall be accounted on basis of the fair value of the intangible assets;Under the conditions that the exchange of non-monetary assets is characterized with business essence, and the fair value of the assets received or surrendered can be accounted in a reliable way, the book value of assets received is defined on basis of the fair value of assets surrendered, except there are conclusive evidences for the stronger reliability of the fair value of assets received. For the exchange of those non-monetary assets not meeting the above premises, the book value of assets surrendered and related taxes should be accounted as cost of assets received and the profits and losses shouldnt be concluded. (2) Subsequent measurement of intangible assets ①Service life of intangible assets The Company analyzes the service life of the acquired intangible assets. For the intangible assets with limited service life, the company shall estimate the years of its service life, or the amount of the output or any other similar measurement unit, which constitutes its service life; If it is unable to forecast the period when the intangible asset can bring economic benefits to the enterprise, it shall be regarded as an intangible asset with uncertain service life. 71 承德大路股份有限公司 2012 年半年度报告全文 ②Amortization of intangible assets For the intangible assets with limited service life, the economic benefits should be amortized with Straight-line method; and the company wont adopt amortization upon the intangible assets with indefinite service life. At the end of report period, the Company should recheck the service life and amortization method of the intangible assets and carry through necessary adjustment. ③In case no economic benefit is expected to be brought by some intangible assets to the company at the end of period, the carrying value of the intangible assets shall be transferred into current profit and loss. ④depreciation of intangible assets (2) Estimate of service life for the intangible assets with limited life As for the intangible assets with limited life, its service life shall be estimated taking such factors as follows into consideration: -The usual life period of the products made with such assets and the information related to the service life of similar assets available; - The ongoing circs on the aspect such as technology and technics and estimation of the development trend in the future; - The market demand of the products or rending of service with such assets; - Ongoing or potential action of the competitor expected to take; - The expected maintenance expenditure to maintain the ability that economic benefit can be brought by the assets, and the ability of the expected expenses to be paid out; - The legal regulations related to the control period of the assets or similar limitation, such as franchise period and lease period etc; -The relevance with the service life of other assets held by the company item estimated service life basis (3) The judgment basis of the intangible assets with indefinite life. (4) Provision for depreciation of intangible assets For the intangible assets with definite service life, the Company practices the impairment testing at end of period when there is obvious indications of impairment, and estimates its reclaimable amount, When the reclaimable amount of intangible assets is less than their book value, the book value of intangible assets should be written down to its reclaimable amount, and the amount of write-down is recognized as an intangible asset impairment losses, included in current profits and losses, and the corresponding provision for depreciation should be accrued at the same time. For the intangible assets with uncertain service life, impairment testing should be realized at the end of each period. 72 承德大路股份有限公司 2012 年半年度报告全文 (5) Criteria for the division of research stage and development stage during internal R&D (6) Accounting for the expenses during the development stage of internal R&D projects 20. Amortization method for long-term prepaid expenses Long-term prepaid expenses are expenses that should be allocated into the period in which they are incurred and in subsequent periods, and be amortized more than one year. Long-term prepaid expenses shall be amortized averagely during the benefiting period. If the projects of long-term prepaid expenses are not benefited during the future accounting period, the amortized value of the projects that have not been amortized shall be transferred to the current profit and loss. 21. Asset transfer with condition of repurchase 22. Accrued liabilities The company recognizes as accrued liabilities those matters involving the Company in litigation, products quality guarantees, loss of contracts and reconstruction, which are likely to cause the outflow of economic benefit of the company, and whose amount can be reliably measured. (1) Criteria of contingent liabilities The obligations related to contingent items are defined as accrued liabilities when satisfying the following conditions: This obligation means a present obligation for the Company; The fulfillment of this obligation is likely to lead to outflow of economic benefits of the Company; The amount of this obligation can be reliably measured. (2) Measurement of accrued liabilities On defining the accrued liabilities, if there is a scope of required expenditure to pay off the liabilities, the best estimated amount should be defined by the average amount of upper and lower limits of the range; if it doesnt exist a scope, the best estimated amount should be defined by: The most possibly occurred amount when the contingent items are related to individual project, and by The combination of different possible results and their probabilities when the contingent items are related to multiple items. 73 承德大路股份有限公司 2012 年半年度报告全文 23. Share - based payment and equity instrument (1) Category of share-based payment (2) Recognition method for fair value of equity instrument (3) Methods for determining best estimate of quantity of executable equity instruments (4) Accounting for the implementation, modification and termination of share-based payment plan 24. Repurchased shares of the company 25. Revenue (1) Judgment standard for revenue from sales of goods The Company has already transferred main risk and reward for the property in the goods to the purchaser; it has neither kept the right of continuous management related to the property in that goods, nor exercised control to the sold goods; the amount of income can be calculated reliably. The confirmation for revenue shall be recognized. (2) Income from acquisition of assets use right The amount of interest income shall be calculated and confirmed according to the time and actual interest rate of the Company's monetary fund used by other entities. The amount of use right income shall be calculated and confirmed according to the chargeable time and way specified in a contract or agreement. (3) The standard and method to recognize the percentage of completion of contract when income from rendering of service and construction contract income is determined according to percentage-of-completion method If the outcome of a construction contract can be estimated in a reliable way, the contract revenue and contract costs shall be recognized in light of the percentage-of- completion method on the date of the balance sheet. If the 74 承德大路股份有限公司 2012 年半年度报告全文 outcome of a construction contract cannot be estimated in a reliable way, and the contract costs can be recovered, the contract revenue shall be acknowledged in accordance with contract costs that can be recovered and the contract costs shall be acknowledged as contract expenses in the current period they are incurred; and If the contract costs cannot be recovered, these costs shall be acknowledged as contract expenses immediately when incurred and no contract revenue shall be acknowledged. If the total expected contract costs exceed the total expected contract revenue, the expected loss shall be recognized as the current expenses. The company determines the schedule of the project on the basis of the proportion of accumulative actual contract costs incurred against the expected total contract costs. The current contract revenues in the current period shall, on the balance sheet date, be recognized in accordance with the balance of the total contract revenues times the schedule of completion then deducting the accumulated revenue recognized in previous accounting periods. As for the disbursement which the interest is calculated according to the stipulated interest rate in construction contract, such as expense for land requisition, survey and design expenses, Housing construction and installation construction cost, Residential infrastructure construction cost, it shall calculate the capital occupancy expense singly, which shall be regarded as “financial expenses-interest income” to write down the total revenue of contract; meanwhile, the current contract expenses in the current period shall be recognized in accordance with the balance of the expected total contract costs times the schedule of completion then deducting the accumulated expenses recognized in previous accounting periods. 26. Government subsidy (1) Classification Government subsidy means that the Company shall get monetary assets or non monetary assets from the government without consideration, but the government subsidy shall not include the capital invested by the government as an enterprise owner. It is divided into the one related to assets and the one related to income. (2) Accounting method (1) Confirmation and measurement of government subsidy The government subsidy meeting attached conditions and actually received by the Company, shall be confirmed as government subsidy. If the government subsidy is a monetary asset, it shall be measured as per the amount received or to be received; if the government subsidy is a non-monetary asset, it shall be measured as per fair value; and if the fair value cannot be obtained reliably, measured as per nominal amount. (2) Accounting for government subsidy The government subsidy related to assets shall be confirmed as deferred income, and allocated averagely during the service life of the related assets and attributed into the profit and loss of current period. But the government subsidy measured in nominal amount shall be directly attributed to profit or loss of current 75 承德大路股份有限公司 2012 年半年度报告全文 period. The government subsidy related to income and used as compensation for related expenses or loss of the Company during future period shall be confirmed as deferred income, and attributed into the profit and loss of current period during the period for confirmation of related cost, and the subsidy used as compensation for the related cost or loss of the Company which has already occurred, shall be directly attributed into the profit and loss of current period. 27. Deferred income tax assets and deferred income tax liabilities (1) Confirmation of deferred income tax assets The Company shall, based on the temporary difference between the book value and taxation base of assets and liability at the date of balance sheet, use debt method of balance sheet to calculate the deferred income tax. Deferred Income taxes are included into profit or loss for the current period, except for the adjusted goodwill due to business merger and those related to transactions or events directly recognized in owners equity, which are recognized directly in owners equity. For the deductible temporary difference, deductible loss and tax credits which can be transferred to subsequent years, the Company shall confirm resulted deferred income tax assets within the limit of the future taxable income amount which is very likely obtained to offset the deductible temporary difference, deductible loss and tax credits, except for the following (1)Deductible temporary differences arise from a transaction which is neither a business combination nor affects accounting profit or taxable profit (or deductible loss) at the time of the transaction; (2)For deductible temporary differences associated with investments in subsidiaries, associates and joint ventures, if it is probable that the temporary difference will reverse in the foreseeable future and it is probable that taxable profits will be available in the future, against which the temporary difference can be utilized, the company recognizes the corresponding deferred tax asset. (2) Confirmation of deferred income tax liabilities The liabilities for deferred income tax shall be confirmed according to various temporary difference of tax payable; except for temporary difference of tax payable which is generated in following transactions: (1)Initial confirmation of goodwill (2)Initial confirmation of assets or liabilities generated from the transactions with following features: Such transaction is not a business merger, and the occurring of the transaction influences neither taxable income amount nor deductible loss. (3)For the temporary difference of tax payable related to investment in subsidiaries, joint ventures and affiliated enterprises, the time for return of such temporary difference can be controlled and such temporary difference will most likely not returned in foreseeable future. 76 承德大路股份有限公司 2012 年半年度报告全文 At the balance sheet date, deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, according to the requirements of tax laws, and reflect the tax effect of the expected realization of asset and settlement of liability. At the date of balance sheet, the Company shall recheck the book value of deferred income tax assets. If in future period, the Company will most likely not obtain adequate taxable amount of income to offset the benefit of the deferred income tax assets, the Company shall write down the book value of the deferred income tax assets, and the written-down amount shall be recorded into current income tax expenses. As for the deferred income tax asset which has been recorded into owners equity at original recognition, its written-down amount also shall be recorded into owners equity. If it can most likely obtain adequate taxable amount of income, the amount wrote down shall be returned. 28. Operating lease and financing lease (1) Accounting for operating lease The lease fee paid for the assets leased by the company shall be amortized using the straight line method within the whole lease period without deducting rent-free period, and recorded into current expenses. The initial direct expense related to lease transaction paid by the company shall be recorded into current expenses. If the lessor assumes some expense of the leaseholder, the Company shall make amortization in the leasing period as per the balance of rent expense reduced by above expense, and record it into current expenses. The lease fee obtained by the company for leasing asset as a lessor shall be amortized using the straight line method, and recorded as lease income. The initial direct expense related to lease transaction shall be recorded into current expenses; the expense with big amount shall be capitalized, and shall be attributed to net profit or loss of current period in total leasing period according to the basis same as that for confirmation of rent income. If the company assumes some expense related to lease and attributable to the lease, the Company shall make amortization in the leasing period as per the balance of total rent income educed by above expense. (2) accounting for financing lease 29. Assets held for sale (1) Recognition of assets held for sale (2) Accounting for assets held for sale 77 承德大路股份有限公司 2012 年半年度报告全文 30. Asset Securitization 31. Hedge accounting 32. Changes in major accounting policies and accounting estimate Was the major accounting policies and accounting estimate changed during the reporting period? □ Yes √ No □ N/A (1)Changes in accounting policies Was the major accounting policies changed during the reporting period? □ Yes √ No □ N/A (2) Changes in accounting estimate Was the major accounting estimate changed during the reporting period? □ Yes √ No □ N/A 33. Early correction of accounting error Was the accounting error found during the reporting period? □ Yes √ No □ N/A (1)Retrospective restatement method Was the preliminary accounting error discovered by using the retrospective restatement method during the reporting period? □ Yes √ No □ N/A (2) Prospective application method Was the preliminary accounting error found by using the prospective application method during the reporting period? □ Yes √ No □ N/A 34. Other major accounting policies, accounting estimate and financial statement preparation method (V)Tax 1. Main categories of taxes and tax rates Tax category Tax basis Tax rate VAT VAT payable 17% Consumption tax Business tax Taxable turnover 5% City maintenance and construction tax Transfer tax payable 5% Taxable income; 15% of the taxable Corporate Income Tax 25% income 78 承德大路股份有限公司 2012 年半年度报告全文 The income tax rate applicable for each branch and subsidiary plant. The enterprises income tax of the subsidiary Chengde County RongYida Real Estate Development Company Limited should be calculated at 15% of the taxable income . 2. Tax incentives and approval 3. Other statements (VI) Enterprise merger and consolidation of financial statements General instructions of enterprise merger and consolidation of financial statements: (1)The principle of consolidated accounting statements All subsidiaries are included in the consolidated financial statements. (2) Preparation method of Consolidated Financial Statements Based on the principle of the financial statements of the parent company and the subsidiaries included in the scope of consolidation, the insider trading between the parent company and the subsidiaries such as important investment, contacts, inventory, buying& selling and the unrealized profits offset itemized merger are combined, at the same time, it should be Calculated the minority shareholders and minority shareholders profit and loss. (3) presentation of Minority interest and profit or loss The net profit or loss in current period of Subsidiary company attributable to the minority shareholders' interests, which should be listed as “Minority interest " under the item of net profit in the consolidated income statement. The shareholders equity of the Subsidiary attributable to the minority interest, which should be listed as “shareholders equity” in the consolidated balance sheet. (4) Excess losses treatment When the current losses of minority shareholders of subsidiaries exceed the shareholders equity attributable to minority shareholder at the beginning of period, if it is stipulated that the minority shareholder is responsible to assume in the articles of association or agreement, as well as the minority shareholder has the ability to compensate, it should write down minority interest against such extra loss. Otherwise it will write down the owners equity of parent company. The profit of the subsidiaries in future period should attribute to the owners equity holders of parent company before offsetting the minority shareholders loss assumed by owners equity of the parent company. (5) Treatment of consolidated financial statement when the subsidiaries increase or decrease in current period. During the reporting period, if the increase of a subsidiary due to business merger under the same control, all of the income, expense, profits of the subsidiary from the beginning of the period when the merger takes place to the end of the reporting period should be included in the consolidated profit statement. If the increase of a subsidiary due to business merger not under the same control, the income, expense, profits of the subsidiary from the purchase date to the end of the reporting period should be included in the consolidated profit statement. During the reporting period, when the subsidiary is disposed, the income, expenses, profits of the subsidiary from the beginning period to disposal date should be included in the consolidated income statement. 79 承德大路股份有限公司 2012 年半年度报告全文 Subsidiary company The subsidiary acquired through establishment or investment Unit :RMB Loss for the period more than offset against the share of minority shareholders in subsidiaries Used to offset from the the amount of parent Balance of Consolidated minority company Subsidiary The final other project Shareholding The rights of Subsidiary Place of business Registered Voting rights financial shareholder's equity company Currency Business scope actual which forms ratio minority company type registration characteristics capital ratio (%) statements or net income of minority name investment net investment (%) shareholders not the rights of shareholders on subsidiaries minority exceed the shareholders minority enjoyed the balance in the share of owner's equity in the subsidiary in early Production and marketing of Chengde Chengde City, high-grade XingYe Paper A subsidiary Paper 250,000,000.0 Hebei USD coated paper 75,000,000.00 75% 75% Yes Limited of holdings production 0 province and kraft liner company board paper series Hebei production and Xiabancheng A wholly Chengde City, export of all Clothing Knitting owned Hebei 4,000,000.00 USD kinds of 4,000,000.00 100% No production Garment Co., subsidiary province knitted Ltd. Clothing Production and Chengde A wholly Hebei marketing of DiXian Clothing owned province 24,000,000.00 USD high 24,000,000.00 100% No Fashion Co., production subsidiary Chengde City simulation of Ltd. chemical fiber 80 承德大路股份有限公司 2012 年半年度报告全文 clothing and cloth Chengde Processing and Huaxing Waste A subsidiary sales recovery Hebei paper of the Recycling of of various province 1,000,000.00 CNY 900,000.00 90% 90% Yes 6.74 recycling subsidiary of waste paper waste paper Chengde City Limited holdings and paper company products Gold Axe A wholly Investment The British Investment owned Export 1.00 USD and export 1.00 100% 100% Yes Virgin Islands Group Limited subsidiary business The other descriptions on the subsidiaries acquired through establishment or investment: The other descriptions about Subsidiary: ①On February 8, 2009, Hebei Xiabancheng Knitting Garment Co., Ltd. was declared to bankrupt by Hebei province Chengde City Intermediate People's Court with the issuance of civil award of No. (2008)12-1. ②On February 8, 2009,Chengde DiXian Fashion Co., Ltd. was declared to bankrupt by Hebei province Chengde City Intermediate People's Court with the issuance of civil award of No. (2008)11-1; ③Chengde XingYe Paper Limited company is established by the company together with (Hongkong)Zhanxi International Group Co., Ltd. the registered capital of Chengde XingYe Paper Limited company was 250 million U.S. dollars,the paid-in capital was $100000000, Shareholders' contribution accounts for 40% of the registered capital, and in which the company invests 75000000 dollar ( accounting for 75%), (Hong Kong)Zhanxi invests 25000000 dollar ( proportion 25%).On October 28, 2002, according to the regulation of “ reply to investment increase of joint ventures of Chengde XingYe Paper Limited company” approved by the people's Republic of China Ministry of foreign trade and Economic Cooperation ( the former of the Ministry of Commerce ) with the issuance of No.[2001]969, the registered capital was increased to $ 250 million from $ 10,000 million, The new registered capital has been paid by the two sides in accordance with the contract, articles of agreement within three years from the date of the business license renewal. The registered capital of Chengde XingYe Paper Limited Company isnt paid fully within the prescribed period. Chengde XingYe Paper Limited company had been shut down completely suffered from December 2006 serious loss since the original largest shareholder Wang Shuxian and senior executives involved in smuggling effect, On December 8, 2008, Hebei province Chengde City Intermediate People's Court issued the No (2008)13 Chengde Civil Award and confirmed the bankruptcy liquidation of the application of Chengde XingYe Paper Limited company. On March 11, 2009, Hebei province Chengde City Intermediate People's Court approved the settlement request of Chengde XingYe Paper Limited Company according to the Civil Award with No. (2008)13. On May 10, 2009, Hebei province Chengde City Intermediate People's Court confirmed the settlement agreement reached on May 8, 2009between Chengde XingYe Paper Limited Company and the creditors and terminated the reconciliation procedure. On April 23, 2009, the Hebei Provincial Higher People's Court issued No.(2009) 44 Hebei ”criminal Award” and confirmed that Chengde XingYe Paper Limited company was a false foreign investment enterprise which was registered in the name of the Hong Kong ZhanXi by the company's original shareholders of Wang Shuxian. Because Chengde XingYe Paper Limited Company didnt submit the materials for 2009 annual industrial and commercial enterprises inspection, its business license was already revoked by Chengde Administration for Industry and Commerce according to administrative punishment decision of No. (2011)185 on January 21, 2011. ④Because Chengde Huaxing Waste paper recycling Limited company didnt submit the materials for 2007 industrial and commercial enterprises inspection, its business license was already revoked by Chengde Administration for Industry and Commerce according to No.(2009)73 administrative punishment decision on April 28, 2009, and it did not handle the liquidation procedures by the end of December 31, 2011. 81 承德大路股份有限公司 2012 年半年度报告全文 (2)Subsidiaries acquired by business combination under common control Unit: RMB Balance between the owners equity in parent offsetting the current losses Balance of Amount in attributable to other items minority minority Actual which Consolidated interest shareholders Full name of Type of Registered Business Registered Business investment Holding Voting Minority Currency actually statement available to of subsidiaries subsidiary subsidiary place nature capital scope amount at proportion% proportion% interests constitutes net Yes/No offset over the share period-end investment in minority gains of beginning subsidiaries and losses owners equity in such subsidiaries by the minority shareholders Other explanation for subsidiaries acquired by business combination under the common control: (3)Subsidiaries acquired by business combination not under the common control In 2009, Mr. Chen Rong, the original large shareholder, transferred 100% equity interest in Chengde Rongyida Real Estate Development Co., Ltd. to the Company with consideration of RMB1. Unit: RMB Balance between the Balance of Amount in owners minority equity in other items Actual interest parent which Consolidated Full name of Type of Registered Business Registered investment Holding Voting Minority available to offsetting the Currency Business scope actually statement subsidiary subsidiary place nature capital amount at proportion% proportion% interests offset current losses constitutes net Yes/No period-end minority attributable to investment in gains and minority subsidiaries losses shareholders of subsidiaries 82 承德大路股份有限公司 2012 年半年度报告全文 over the share of beginning owners equity in such subsidiaries by the minority shareholders Real Estate Development; Chengde Rongyida textile, clothes Wholly-owned Chengde, Real Estate manufacture, Real Estate 10,000,000.00 CNY 1.00 100% 100% Yes subsidiary Hebei Development import & Development export of Co., Ltd. clothes, leasing service Other explanation for subsidiaries acquired by business combination not under the common control: 83 承德大路股份有限公司 2012 年半年度报告全文 2. Special purposes entity or operation entity where controlling right is formed under entrusted operation or leasing □ Applicable √ Non-applicable Other explanation for special purposes entity or operation entity where controlling right is formed under entrusted operation or leasing: 3. Explanation for changes in consolidation scope Explanation for changes in consolidation scope: □ Applicable √ Non-applicable 4. Entities newly included in consolidate scope during the reporting period and entities ceasing to be included in consolidate scope during the reporting period Subsidiaries, special purposes entities, operation entity where controlling right is formed under entrusted operation or leasing newly included in consolidation scope during the period Unit: RMB Name Net assets as at period-end Net profit for the period Subsidiaries, special purposes entities, operation entity where controlling right is formed under entrusted operation or leasing ceasing to be included in consolidation scope during the period Unit: RMB Net profit from the year-begin Name Net assets as at the disposal date to the disposal date Other explanation on entities newly included in consolidation scope and entities ceasing to be included in consolidation scope: 5. Business combination under the common control during the reporting period Unit: RMB Basis for Consolidated Consolidated determination of Consolidated net operating Actual controller income for the Party to be business profit from this activities cash under the period from the consolidated combination period to flow from this common control period-begin to under the consolidation date period to consolidation date common control consolidation date Other explanation for business combination under the common control: 6. Business combination not under the common control during the reporting period Unit: RMB Party to be consolidated Amount of goodwill Calculation method for goodwill Other explanation for business combination not under the common control: 84 承德大路股份有限公司 2012 年半年度报告全文 7. Loss of subsidiaries due to disposal of equity interests without controlling rights during the reporting period Recognition method for gains and Subsidiary Disposal date losses Other explanation for loss of subsidiaries due to disposal of equity interests without controlling rights: 8. Counter purchase occurred during the reporting period Calculation method for goodwill recognized in Basis for determination of Determination method for consolidation or recorded in Backdoor counter purchase consolidated costs current gains and losses Other explanation for counter purchase: 9. Absorption consolidation occurred during the reporting period Unit: RMB Types of absorption consolidation Major assets consolidated Major liabilities consolidated Absorption consolidation under common Item Amount Item Amount control Absorption consolidation not under Item Amount Item Amount common control Other explanation for absorption consolidation: 10. Translation exchange rates for items in major statements of overseas operating entities (VII) Notes to major items in consolidated financial statements 1. Monetary capital Unit: RMB Amount at period-end Amount at period-beginning Item Exchan Original Exchange Original currency RMB conversion RMB conversion ge rate currency rate Cash: -- -- 42,185.38 -- -- 103,766.34 RMB -- -- 42,185.38 -- -- 103,766.34 Bank deposits: -- -- 1,458,163.53 -- -- 468,956.88 RMB -- -- 1,421,094.78 -- -- 431,984.61 USD 5,258.26 6.3249 33,257.97 5,258.26 6.3009 33,131.77 EUR 105.82 7.871 832.91 105.82 8.1625 863.76 HKD 2,862.32 0.8152 2,333.36 2,862.32 0.8107 2,320.48 JPY 8,092.00 0.0796 644.51 8,092.00 0.0811 656.26 Other monetary capital: -- -- 70,679.29 -- -- 4,944,969.07 RMB -- -- 70,679.29 -- -- 4,944,969.07 Total -- -- 1,571,028.20 -- -- 5,517,692.29 85 承德大路股份有限公司 2012 年半年度报告全文 Separate explanation is required for accounts with restricted application purposes, deposited overseas and of potential recovery risks arising from pledge, mortgage or frozen: 2. Transactional financial assets (1) Transactional financial assets Unit: RMB Item Fair value as at period-end Fair value as at period-begin Transactional debt investments Transactional equity instrument investments Financial assets designated at fair value through profit and losses Derivative financial assets Hedge instruments Others Total 0.00 0.00 (2) realization of restricted transactional financial assets Unit: RMB Other significant restrictions on restriction Item Amount as at period-end conditions for sale or realization (3)Explanation for hedge instruments and related hedge transactions 3. Notes receivables (1)Classification of notes receivables Unit: RMB Types Amount at period-end Amount at period-begin Total 0.00 0.00 (2)Notes receivables pledged at period-end Issuer Issue date Expiring date Amount Notes Total -- -- 0.00 -- Explanation: (3)Transfer of notes to notes receivable due to the issuer’s impossibility to perform its obligations, and un-matured notes endorsed to others by the Company as at the period-end 86 承德大路股份有限公司 2012 年半年度报告全文 Unit: RMB Issuer Issue date Expiring date Amount Notes Total -- -- 0.00 -- Explanation: Un-matured notes endorsed to others by the Company Unit: RMB Issuer Issue date Expiring date Amount Notes Total -- -- 0.00 -- Explanation: Explanation for commercial acceptance notes discounted or pledged: 4. Dividend receivables Unit: RMB Amount at Items Increase in this period Decrease in this period Amount at period-end period-begin Dividend receivables 0.00 0.00 0.00 0.00 aging within 1 year Including: Dividend receivables 0.00 0.00 0.00 0.00 aging over 1 year Including: -- -- -- -- Total 0.00 0.00 0.00 0.00 Explanation: 5. Interests receivables (1) Interests receivables Unit: RMB Amount at Decrease in this Items Increase in this period Amount at period-end period-begin period Total 0.00 0.00 0.00 0.00 (2)Overdue interests Unit: RMB Loan provider Times overdue (days) Overdue interests Total -- 0.00 87 承德大路股份有限公司 2012 年半年度报告全文 (3)Explanation for interests receivables 6. Account receivables (1)account receivables disclosed by categories Unit: RMB Amount at period-end Amount at period-begin Book balance Bad debt reserve Book balance Bad debt reserve Categories Proportion Proportion Proportion Proportion( Amount Amount Amount Amount (%) (%) (%) %) Account receivable with single significant amount and withdrawal 0.00 0% 0.00 0% 0.00 0% 0.00 0% bad debt provision separately Account receivable provided for bad debt provision by group Subtotal of group 0.00 0% 0.00 0% 0.00 0% 0.00 0% Account receivable with single minor amount but withdrawal 0.00 0% 0.00 0% 0.00 0% 0.00 0% bad debt provision separately Total 0.00 -- 0.00 -- 0.00 -- 0.00 -- Explanation for category of account receivables: Account receivable with single significant amount and withdrawal bad debt provision separately √ Applicable □ Non-applicable Unit: RMB Provision Reason for Contents of account receivables Book balance Bad debt provision proportion provision Total 0.00 0.00 -- Account receivable provided for bad debt reserve under aging analysis method in the groups: √ Applicable □ Non-applicable Unit: RMB Amount at period-end Amount at period-begin Book balance Book balance Aging Proportion bad debt reserve Proportion bad debt reserve Amount Amount (%) (%) within 1 year Including: -- -- -- -- -- -- Subtotal of 0.00 0% 0.00 0.00 0% 0.00 within 1 year 1-2 years 2-3 years 88 承德大路股份有限公司 2012 年半年度报告全文 Over 3 years 3-4 years 4-5 years Over 5 years Total 0.00 -- 0.00 0.00 -- 0.00 Account receivables provided for bad debt reserve under balance percentage method in the groups: √ Applicable □ Non-applicable Unit: RMB Name of group Book balance Provision proportion Bad debt reserve Total 0.00 -- 0.00 Account receivables provided for bad debt reserve under other method in the groups: √ Applicable □ Non-applicable Unit: RMB Name of group Book balance Bad debt reserve Total 0.00 0.00 Account receivable with single minor amount but withdrawal bad debt provision separately as at period-end √ Applicable □ Non-applicable Unit: RMB Contents of account Book balance Bad debt provision Provision proportion Reason for provision receivables Total 0.00 0.00 0% -- (2)Reversal or recovery of account receivables during the reporting period Unit: RMB Basis for Accumulated Contents of account Reason for reversal determination of provision of bad debt Amounts reversed or receivables of recovery original bad debt reserve before reversal recovered reserve or reovery Total -- -- 0.00 -- Provision for bad debt reserve for account receivable with single significant or minor amount but tested for impairment separately as at period-end: Contents of account Provision proportion Book balance Bad debt amount Reasons receivables (%) Total 0.00 0.00 -- -- Explanation for account receivable with single minor amount while the risks of the group categorized with similar risk characteristics are relative significant: 89 承德大路股份有限公司 2012 年半年度报告全文 (3)Account receivables actually written-off during the reporting period Unit: RMB Whether arising Nature of account Amount written Reason for Name of unit Time of write-off from related receivables off write-off transactions total -- -- 0.00 -- -- Explanation for write-off of account receivables: (4)Account receivables due from the shareholders holding 5% or above voting shares of the Company during the reporting period √Applicable □Non-applicable Unit: RMB Amount at period-end Amount at period-begin Name of unit Book balance Dad debt provision Book balance Dad debt provision Total 0.00 0.00 0.00 0.00 (5)Top 5 account receivable Unit: RMB Proportion in total Relationship with the Name of the company Amount Terms account receivables Company (%) Total -- 0.00 -- 0% (6)Account receivables due from related parties Unit: RMB Relationship with the Proportion in total account Name of the company Amount Company receivables (%) Total -- 0.00 0% (7)Account receivables derecognized Unit: RMB Item De-recognition amount Gains or losses related to derecognition Total 0.00 0.00 90 承德大路股份有限公司 2012 年半年度报告全文 (8)As for securities with account receivables as target subject, list the assets and liabilities arising from further involvement Unit: RMB Item Period-end Assets: Assets subtotal 0.00 Liabilities: Liabilities subtotal 0.00 7. Other receivables (1)Disclosure of other receivables by category Unit: RMB Amount at period-end Amount at period-begin Book balance Bad debt reserve Book balance Bad debt reserve Categories Proporti Proporti Proportion Proporti Amount Amount Amount Amount on(%) on(%) (%) on(%) Other receivable with single significant 74,832,730. 44,196,901. 74,832,730. 44,196,901.2 amount and 94.35% 59.06% 95.93% 59.06% 76 26 76 6 withdrawal bad debt provision separately Other receivable provided for bad debt provision by group Group by book aging 4,480,543.7 3,171,902.3 5.65% 175,589.56 3.92% 4.07% 175,589.56 5.54% analysis 3 1 4,480,543.7 3,171,902.3 Subtotal of group 5.65% 175,589.56 3.92% 4.07% 175,589.56 5.54% 3 1 Other receivable with single minor amount while withdrawal bad 0.00 0.00 0.00 0.00 debt provision separately 79,313,274. 44,372,490. 78,004,633. 44,372,490.8 Total -- -- -- -- 49 82 07 2 Explanation for types of other receivables: The definition for account receivables with significant single amount determined by the Company based on its operation scale and business nature is RMB1 million. As for account receivables with significant single amount, if no impairment is found after impairment test in respect of separate item, the Company will provide for bad debt reserve by aging percentage method. As for account receivables without significant single amount while risk of group which is categorized by risk characteristics is relatively significant, reference for determination of such group is existence of obvious characteristics showing difficulty to recover such account receivables aging over 3 years. 91 承德大路股份有限公司 2012 年半年度报告全文 Other receivable with single significant amount and withdrawal bad debt provision separately √ Applicable □ Non-applicable Unit: RMB Contents of other Book balance Bad debt Provision proportion Reason receivables Stopped operation for Chengde Dahua Paper 44,196,901.26 44,196,901.26 100% years, thus it was Co., Ltd. difficult to recover Come-and-go accounts 30,635,829.50 0.00 0% among management Total 74,832,730.76 44,196,901.26 -- -- Other receivable provided for bad debt reserve under aging analysis method in the groups: √ Applicable □ Non-applicable Unit: RMB period-end period-begin Book balance Book balance Aging Proport bad debt reserve Proport bad debt reserve Amount ion Amount ion (%) (%) within 1 year Including: 98.87 4,444,809.78 99.2% 156,808.41 3,136,168.36 156,808.41 % Subtotal of within 1 98.87 4,444,809.78 99.2% 156,808.41 3,136,168.36 156,808.41 year % 1-2 years 2,049.00 0.05% 409.80 2,049.00 0.06% 409.80 2-3 years 30,627.20 0.68% 15,313.60 30,627.20 0.97% 15,313.60 Over 3 years 3,057.75 0.07% 3,057.75 3,057.75 0.1% 3,057.75 3-4 years 4-5 years Over 5 years Total 4,480,543.73 -- 175,589.56 3,171,902.31 -- 175,589.56 Other receivables provided for bad debt reserve under balance percentage method in the groups: √ Applicable □Non-applicable Unit: RMB Name of group Book balance Provision proportion Bad debt reserve Total 0.00 -- 0.00 Other receivables provided for bad debt reserve under other method in the groups: √ Applicable □Non-applicable Unit: RMB Name of group Book balance Bad debt reserve 92 承德大路股份有限公司 2012 年半年度报告全文 Total 0.00 0.00 Other receivable with single minor amount but withdrawal bad debt provision separately as at period-end √ Applicable □ Non-applicable Unit: RMB Contents of other Book balance Bad debt provision Provision proportion Reason for provision receivables Total 0.00 0.00 -- (2)Reversal or recovery of other receivables during the reporting period Unit: RMB Basis for Accumulated Contents of other Reason for reversal determination of provision of bad debt Amounts reversed or receivables of recovery original bad debt reserve before reversal recovered reserve or recovery Total -- -- 0.00 -- Provision for bad debt reserve for other receivable with single significant or minor amount but tested for impairment separately as at period-end: Contents of account Provision proportion Book balance Bad debt amount Reasons receivables (%) Total 0.00 0.00 -- -- Explanation for other receivable with single minor amount while the risks of the group categorized with similar risk characteristics are relative significant: (3)Other receivables actually written-off during the reporting period Unit: RMB Nature of other Amount written Reason for Whether arising from Name of unit Time of write-off receivables off write-off related transactions Total -- -- 0.00 -- -- Explanation for write-off of other receivables: (4)Other receivables due from the shareholders holding 5% or above voting shares of the Company during the reporting period √ Applicable □Non-applicable Unit: RMB Amount at period-end Amount at period-begin Name of unit Provision of bad Provision of bad Book balance Book balance debt debt 93 承德大路股份有限公司 2012 年半年度报告全文 Total 0.00 0.00 0.00 0.00 (5)Nature or content of other receivables with significant amount Unit: RMB Nature or content of Proportion in total other Name of the company Amount account receivables (%) 1 44,196,901.26 Current account 55.72% 2 27,490,334.30 Current account 34.66% 3 2,859,600.00 Current account 3.61% 4 2,540,000.00 Current account 3.2% Total 77,086,835.56 -- 97.19% Explanation: (6)Top 5 other receivable Unit: RMB Proportion in total Relationship with the Name of the company Amount Terms account receivables Company (%) 1 Associated company 44,196,901.26 Over 3 years 55.72% 2 Non-related party 27,490,334.30 Within 3 years 34.66% 3 Non-related party 2,859,600.00 2- 3 years 3.61% 4 Non-related party 2,540,000.00 Within 1 year 3.2% 5 Non-related party 285,895.20 Within 1 year 0.36% Total -- 77,372,730.76 -- 97.55% (7)Other receivables due from related parties Unit: RMB Relationship with the Proportion in total other Name of the company Amount Company receivables (%) Chengde Dahua Paper Co., Associated company 44,196,901.26 55.72% Ltd. Suning Banhe Chemical Fiber Emulation Textile Co., Ltd. Associated company 15,361.00 0.02% Total -- 44,212,262.26 55.74% (8)Other receivables derecognized Unit: RMB Item De-recognition amount Gains or losses related to de-recognition Total 0.00 0.00 94 承德大路股份有限公司 2012 年半年度报告全文 (9)As for securities with other receivables as target subject, list the assets and liabilities arising from further involvement Unit: RMB Item Period-end Assets: Assets subtotal 0.00 Liabilities: Liabilities subtotal 0.00 8. Payment in advance (1)Analysis of payments in advance by aging Unit: RMB Amount at period-end Amount at period-begin Aging proportion proportion Amount Amount (%) (%) within 1 year 403,564.00 1.97% 974,464.00 4.63% 1-2 years 2-3 years Over 3 years 20,084,632.25 98.03% 20,084,632.25 95.37% Total 20,488,196.25 -- 21,059,096.25 -- Explanation for aging analysis of payments in advance: (2)Top 5 of payments in advance Unit: RMB Relationship with the Reason for Name of the company Amount Time Company unsettlement Payment for land The Finance Bureau of acquisition (owners Non-related party 20,084,632.25 Xiabancheng title has not been obtained) Dalu Qianyuan Non-related party 167,985.59 Engineering account construction team Chengde Xingcheng Construction Non-related party 112,951.90 Engineering account Installment Engineering Co., Ltd. Residential property Non-related party 67,000.00 Deposit guarantee company 95 承德大路股份有限公司 2012 年半年度报告全文 Chengde Yongwang Construction Non-related party 42,654.87 Engineering account Installment Engineering Co., Ltd. Total -- 20,475,224.61 -- -- Explanation for major units paid in advance: (3)Shareholders holding 5% or above voting shares of the Company in payments in advance during the reporting period √ Applicable □Non-applicable Unit: RMB Amount at period-end Amount at period-begin Name of company Provision of bad Provision of bad Book balance Book balance debt debt Total 0.00 0.00 0.00 0.00 (4)Explanation for payment in advance 9. Inventory (1) Classification of inventory Unit: RMB Amount at period-end Amount at period-begin Item devaluation devaluation Book balance Book value Book balance Book value provision provision Raw materials 0.00 0.00 0.00 0.00 0.00 0.00 Products in 0.00 0.00 0.00 0.00 0.00 0.00 progress Goods in stock 0.00 0.00 0.00 0.00 0.00 0.00 Turnover materials 0.00 0.00 0.00 0.00 0.00 0.00 Consumption 0.00 0.00 0.00 0.00 0.00 0.00 biological assets Development costs 45,537,159.74 45,537,159.74 28,730,807.42 28,730,807.42 Planned development 10,967,992.85 10,967,992.85 10,967,992.85 10,967,992.85 products Total 56,505,152.59 0.00 56,505,152.59 39,698,800.27 0.00 39,698,800.27 (2) Inventory devaluation provision Unit: RMB Categories of Book balance at Provision for the Decrease for the period Book balance at 96 承德大路股份有限公司 2012 年半年度报告全文 inventory period-begin period Reversal Written-off period-end Raw materials 0.00 0.00 Products in progress 0.00 0.00 Goods in stock 0.00 0.00 Turnover materials 0.00 0.00 Consumption 0.00 0.00 biological assets Total 0.00 0.00 0.00 0.00 0.00 (3) Particulars about inventory devaluation provision The proportion of reversal Reference for provision of Reason for reversal of for the period to the Item inventory devaluation inventory devaluation period-end balance of provision provision for the period inventory Raw materials Goods in stock Products in progress Turnover materials Consumption biological assets Explanation for inventory: 10. Other current assets Unit: RMB Item Amount at period-end Amount at period-begin Debt credit acquired 1,093,527.39 1,093,527.39 Total 1,093,527.39 1,093,527.39 Explanation for other current assets: 11. Financial assets available-for-sale (1) Financial assets available-for-sale Unit: RMB Item Fair value at period-end Fair value at period-begin Bonds available-for-sale Equity instrument available-for-sale Other Total 0.00 0.00 Investment held-to-maturity was reclassified into financial assets available-for-sale in the period, with reclassification amount of RMB0.00, accounting for 0% of total investment held-to-maturity before reclassification. Explanation for financial assets available-for-sale (2)Long-term debt investments in financial assets available-for-sale Unit: RMB Debt item Type of Carrying Initial Maturity Balance at Interests for Accumulate Balance at 97 承德大路股份有限公司 2012 年半年度报告全文 bond value investment date period-begi the period d accrued period-end cost n and received interests Total -- -- 0.00 -- 0.00 0.00 0.00 0.00 Explanation for long-term debt investments in financial assets available-for-sale: 12. Held-to-maturity investment (1) Held-to-maturity investment Unit: RMB Item Book balance at period-end Book balance at period-begin total 0.00 0.00 Explanation for held-to-maturity investment: (2) Held-to-maturity investment disposed and un-matured in the reporting period Unit: RMB Proportion to the amount of investment before Item Amount disposal (%) total 0.00 -- Explanation for held-to-maturity investment disposed and un-matured in the reporting period: 13. Long term account receivables Unit: RMB Type Amount at period-end Amount at period-begin Financing lease Including: unrealized financing income Sales of goods with collection in instalment Provision of labor service with collection in instalment Other total 0.00 0.00 14. Investment in joint venture and associated company Unit: RMB Proport ion of Shareh voting Total Total Total Total olding right net operati Net Type of Registe Legal Busine Registe assets liabiliti Investe currenc held by held by assets on profit enterpri red represe ss red at es at e y the the at income for the se place ntative nature capital period- period- Compa Compa period- for the period end end ny (%) ny in end period investe e 98 承德大路股份有限公司 2012 年半年度报告全文 I. Joint venture II. Associate company Cheng de Compa Chdeng Paper 6,364,0 266,96 266,34 Dahua ny with Shi 624,57 de, product 00,000. JPY 45% 45% 9,909.2 5,329.6 Paper limited Bainian 9.62 Hebei ion 00 7 5 Co., liability Ltd. Suning Banhe Chemi cal Compa Wang Clothes Fiber ny with Suning, 29,000, Zhengs product USD 20% 20% Emulat limited Hebei 000.00 ong s ion liability Textile Co., Ltd. Explanation for material difference between material accounting policy and accounting estimation of joint ventures and associated company and the Company: Chengde Dahua Paper Co., Ltd.(hereinafter referred to as “Dahua Paper”)was established by the Company and Japan Papering Corporation(hereinafter referred to as “Japan Papering”), with original registered capital of USD5 million. Upon equity transfer and capital increase, the registered capital of Dahua Paper was JPY6.364 billion, including subscription contribution of JPY2.864 billion from Chengde Cingye Papering Co., Ltd. and JPY3.5 billion from Japan New Century Trade Corporation. The capital increase of Dahua Papering has not been verified yet, and such equity transfer has not completed registration procedures. Due to not submitting annual review materials for industry and commercial registration in 2007, Dahua Paper was revoked with business license by Chengde Industry and Commercial Administration Bureau on 28 April 2009 by issuance of administrative punishment document CGSCZi No.75(2009). Suning Banhe Chemical Fiber Emulation Textile Co., Ltd. has stopped operation for years due to disposal of key production equipments attributable to involvement in legal cases. The Company made impairment provision in full for its long term equity investment in 2006. The Company didnt obtain financial statement of Suning Banhe Chemical Fiber Emulation Textile Co., Ltd. for this reporting period. 15. Long term equity investment 99 承德大路股份有限公司 2012 年半年度报告全文 (1)Particulars about long term equity investment Unit: RMB Explanati on for Proport Impairm inconsist Sharehol ion of ent Cash ence Calculat Initial Balance at ding held voting provisio divide Chan Balance at between Impairmen Investee ion investment period-begi in rights n nd for ge period-end sharehold t provision method cost n investee in provide the ing and (%) investe d for the period voting e (%) period rights in investee Suning Banhe Chemical Cost 46,980,000 46,980,000 46,980,000 46,980,000 Fiber 20% 20% method .00 .00 .00 .00 Emulatio n Textile Co., Ltd. Chengde Dahua Cost 206,215,72 206,215,72 206,215,72 204,000,00 45% 45% Paper method 9.65 9.65 9.65 0.00 Co., Ltd. Declared Hebei bankrupt Xiabanch cy, eng Cost 441,303,75 441,303,75 441,303,75 441,303,75 100% pending Textile method 9.82 9.82 9.82 9.82 for final Clothes settlemen Co., Ltd. t Declared bankrupt Chengde cy, Dixian Cost 200,051,55 200,051,55 200,051,55 200,051,55 100% pending Textile method 1.11 1.11 1.11 1.11 for final Co., Ltd. settlemen t 894,551,04 894,551,04 894,551,04 892,335,31 total -- 0.00 -- -- -- 0.00 0.00 0.58 0.58 0.58 0.93 100 承德大路股份有限公司 2012 年半年度报告全文 (2)Restriction on transferring capital to investment enterprise Unit: RMB Long term equity investment subject Accumulated unrecognized investment to restriction on transferring capital to Reason for restriction loss for the period investment enterprise Explanation for long term equity investment: 16. Investment property (1) Investment property measured by cost √ Applicable □ Non-applicable Unit: RMB Book balance at Decrease for the Book balance at Item Increase for the period period-begin period period-end I. Total original 0.00 0.00 0.00 0.00 book value 1. Buildings and constructions 2.Land use right II. Total accumulated 0.00 0.00 0.00 0.00 depreciation and amortization 1. Buildings and constructions 2.Land use right III. Total net book value of 0.00 0.00 0.00 0.00 investment property 1. Buildings and constructions 2.Land use right IV. Total accumulated impairment 0.00 0.00 0.00 0.00 provision of investment property 1. Buildings and constructions 2.Land use right V. Total book value of 0.00 0.00 0.00 0.00 investment property 1. Buildings and constructions 101 承德大路股份有限公司 2012 年半年度报告全文 2.Land use right Unit: RMB The current period Depreciation and amortization for the period Impairment provision for investment property for the period (2)Investment property measured by fair value √ Applicable □ Non-applicable Unit: RMB Increase for the period Decrease for the period Fair value Transferred Gains and Fair value at from Transferred Item losses from at period-begi Purchase self-use Disposal to self-use period-end n change of property or property fair value inventory 1. Total costs 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (1) Buildings and constructions (2)Land use right (3)Others 2. Total change of fair value 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (1) Buildings and constructions (2)Land use right (3)Others 3. Total book value of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 investment property (1) Buildings and constructions (2)Land use right (3)Others Explain investment property which changed measurement method and which didnt obtain owners title, and explain the reason for such failure to obtain owners title and estimated time to obtain: 17. Fixed assets (1)Fixed assets Unit: RMB Book balance at Decrease for the Book balance at Item Increase for the period period-begin period period-end I. Total original book 122,712,609.00 102,569.50 25,219,414.50 97,595,764.00 value: Including: Buildings and 111,296,195.05 25,219,414.50 86,076,780.55 constructions Machine equipments Transportation 11,133,781.66 102,569.50 11,236,351.16 vehicles 102 承德大路股份有限公司 2012 年半年度报告全文 Electrical equipments 282,632.29 282,632.29 Book balance at Increase for the Provision for the Decrease for the Book balance at -- period-begin period period period period-end II. Total accumulated 27,259,039.48 0.00 1,393,840.97 5,553,576.93 23,099,303.52 depreciation Including: Buildings and 18,513,213.45 1,367,892.59 5,553,576.93 14,327,529.11 constructions Machine equipments Transportation 8,675,216.17 20,627.40 8,695,843.57 vehicles Electrical equipments 70,609.86 5,320.98 75,930.84 Book balance at Book balance at -- -- period-begin period-end III. Total net book value 95,453,569.52 -- 74,496,460.48 of fixed assets Including: Buildings and 92,782,981.60 -- 71,749,251.44 constructions Machine equipments -- Transportation 2,458,565.49 -- 2,540,507.59 vehicles Electrical equipments 212,022.43 -- 206,701.45 IV. Total impairment 35,361,563.01 -- 24,458,327.07 provision Including: Buildings and 33,129,463.59 -- 22,226,227.65 constructions Machine equipments -- Transportation 2,117,353.38 -- 2,117,353.38 vehicles Electrical equipments 114,746.04 -- 114,746.04 V. Total book value of 60,092,006.51 -- 50,038,133.41 fixed assets Including: Buildings and 59,653,518.01 -- 49,523,023.79 constructions Machine equipments -- Transportation 341,212.11 -- 423,154.21 vehicles Electrical equipments 97,276.39 -- 91,955.41 Depreciation for the period was RMB 1,393,840.97; original value of construction in progress transferred into fixed assets was RMB0.00. (2)Idle fixed assets provisionally Unit: RMB Original book Accumulated Impairment Item Net book value Notes value depreciation provision Buildings and Mainly included 79,541,707.92 13,696,953.11 22,226,227.65 43,618,527.16 constructions idle plants Machine 0.00 equipments Transportation 10,802,089.94 8,622,977.27 2,117,353.38 61,759.29 103 承德大路股份有限公司 2012 年半年度报告全文 vehicles Electrical 170,613.50 55,867.46 114,746.04 0.00 equipments (3)Fixed assets leased in by financing leasing √ Applicable □ Non-applicable Unit: RMB Item Original book value Accumulated depreciation Net book value Buildings and constructions 0.00 Machine equipments 0.00 Transportation vehicles 0.00 (4)Fixed assets leased out by operating leasing □ Applicable √ Non-applicable (5)Fixed assets held for sale at period-end Unit: RMB Estimated disposal Item Book value Fair value Estimated disposal fee time (6)Fixed assets without completion of owner’s title Reason for failure to complete Item Estimated time to complete procedure for owners title Explanation for fixed assets: 18. Construction in progress (1) Unit: RMB Amount at period-end Amount at period-begin Item Impairment Impairment Book balance Book value Book balance Book value provision provision 242,855,959. 238,027,341. 242,855,959. 238,027,341. Papering project 4,828,618.00 4,828,618.00 62 62 62 62 16,752,062.4 14,858,862.4 16,752,062.4 14,858,862.4 Thermal plant 1,893,200.00 1,893,200.00 2 2 2 2 259,608,022. 252,886,204. 259,608,022. 252,886,204. total 6,721,818.00 6,721,818.00 04 04 04 04 104 承德大路股份有限公司 2012 年半年度报告全文 (2)Change of significant construction in progress Unit: RMB Project Includin Capitaliz input g: e Increas Transferre Accumula Amount Amount at Other taking capitaliz interest Capital Ite Budg e for d into progres te at period-beg decreas proportio e rate for resource m et the fixed s capitalized period-en in e n of interests the s period assets interests d budget for the period (%) period (%) tota 0.00 0.00 0.00 0.00 0.00 -- -- 0.00 0.00 -- -- 0.00 l Explanation for change of construction in progress: (3)Impairment provision of construction in progress Unit:RMB Amounts at Increased in this Decreased in this Amounts at Item Reason for provision period-begin period period period-end Paper-making Suspension for many 238,027,341.62 238,027,341.62 project years Thermal power Suspension for many 14,858,862.42 14,858,862.42 stations years Total 252,886,204.04 0.00 0.00 252,886,204.04 -- (4)Progress of material construction in progress Item Progress Remark (5)Explanation of construction in process 19. Construction materials Unit: RMB Amounts at Increased in this Decreased in this Item Amounts at period-end period-begin period period Total 0.00 0.00 0.00 0.00 Explanation on construction materials: 20. Disposal of fixed assets Unit: RMB Book value at Item Book value at period-end Reasons for turn to disposal period-begin 105 承德大路股份有限公司 2012 年半年度报告全文 Total 0.00 0.00 -- Explain the progress of disposal of fixed assets for which thetransferring intodisposal of fixed assets has been over one year: 21. Productive biological assets (1) Measured by cost √Applicable □ Non-applicable Unit: RMB Book balance at Book balance at Item Increased in this period Decreased in this period period-begin period-end I. Plantation II. Animal husbandry III. Forestry IV. Aquaculture Total 0.00 0.00 0.00 0.00 (2)Measured by fair value √Applicable □ Non-applicable Unit: RMB Book value at Book value at Item Increased in this period Decreased in this period period-begin period-end I. Plantation II. Animal husbandry III. Forestry IV. Aquaculture Total 0.00 0.00 0.00 0.00 Explanation onproductive biological assets 22. Oil and gas asset Unit: RMB Book balance at Book balance at Item Increased in this period Decreased in this period period-begin period-end I. Total original book value 0.00 0.00 0.00 0.00 1. Equity of mine exploitation 2. Equity of mine 106 承德大路股份有限公司 2012 年半年度报告全文 un-exploited 3. Well and relevant equipment II. Total consumption 0.00 0.00 0.00 0.00 accumulative 1. Equity of mine exploitation 2. Well and relevant equipment III. Total impairment of oil 0.00 0.00 0.00 0.00 and gas assets accumulative 1. Equity of mine exploitation 2. Equity of mine un-exploited 3. Well and relevant equipment IV. Total book value of oil 0.00 0.00 0.00 0.00 and gas assets 1. Equity of mine exploitation 2. Equity of mine un-exploited 3. Well and relevant equipment Explanation on oil and gas assets: 23. Intangible assets (1)Particular aboutintangible assets Unit: RMB Book balance at Book balance at Item Increased in this period Decreased in this period period-begin period-end I. Total of original value 31,075,075.63 0.00 0.00 31,075,075.63 Cheng Xian TuGuo Yong 8,718,530.30 8,718,530.30 (2000) Zi No. 169 Cheng Xian TuGuo Yong 912,279.36 912,279.36 (2000) Zi No. 410 Cheng Xian TuGuo Yong 8,702,035.52 8,702,035.52 (2001) Zi No. 133 Cheng De Xian TuGuo 2,782,907.20 2,782,907.20 Yong (2000) Zi No. 152 Cheng De Xian TuGuo 9,959,323.25 9,959,323.25 Yong (2000) Zi No. 151 II. Total accumulated 6,872,796.38 310,750.74 0.00 7,183,547.12 amortization Cheng Xian TuGuo Yong 1,928,255.35 87,185.28 2,015,440.63 (2000) Zi No. 169 Cheng Xian TuGuo Yong 201,766.64 9,122.82 210,889.46 (2000) Zi No. 410 Cheng Xian TuGuo Yong 1,924,607.28 87,020.34 2,011,627.62 (2001) Zi No. 133 107 承德大路股份有限公司 2012 年半年度报告全文 Cheng De Xian TuGuo 615,488.63 27,829.08 643,317.71 Yong (2000) Zi No. 152 Cheng De Xian TuGuo 2,202,678.48 99,593.22 2,302,271.70 Yong (2000) Zi No. 151 III. Total net book value 24,202,279.25 0.00 0.00 23,891,528.51 ofintangible assets Cheng Xian TuGuo Yong 6,790,274.95 6,703,089.67 (2000) Zi No. 169 Cheng Xian TuGuo Yong 710,512.72 701,389.90 (2000) Zi No. 410 Cheng Xian TuGuo Yong 6,777,428.24 6,690,407.90 (2001) Zi No. 133 Cheng De Xian TuGuoYong (2000) Zi No. 2,167,418.57 2,139,589.49 152 Cheng De Xian TuGuo 7,756,644.77 7,657,051.55 Yong (2000) Zi No. 151 IV. Total impairment 0.00 0.00 0.00 0.00 provisions Cheng Xian TuGuo Yong (2000) Zi No. 169 Cheng Xian TuGuo Yong (2000) Zi No. 410 Cheng Xian TuGuo Yong (2001) Zi No. 133 Cheng De Xian TuGuo Yong (2000) Zi No. 152 Cheng De Xian TuGuo Yong (2000) Zi No. 151 Total of intangible asset 24,202,279.25 0.00 0.00 23,891,528.51 book value Cheng Xian TuGuo Yong 6,790,274.95 6,703,089.67 (2000) Zi No. 169 Cheng Xian TuGuo Yong 710,512.72 701,389.90 (2000) Zi No. 410 Cheng Xian TuGuo Yong 6,777,428.24 6,690,407.90 (2001) Zi No. 133 Cheng De Xian TuGuo 2,167,418.57 2,139,589.49 Yong (2000) Zi No. 152 Cheng De Xian TuGuo 7,756,644.77 7,657,051.55 Yong (2000) Zi No. 151 The amount amortized in this period isRMB28,749.96. (2)Expenditure of project development of the Company Unit: RMB Decreased in this period Amounts at Increased in this Amounts at Item Included into current Recognized as period-begin period period-end profit or loss intangible assets Total 0.00 0.00 0.00 0.00 0.00 The proportion of development expenditure of total expenditure in R&D projects in reporting period. The proportion of intangible assets formed by internal R&D of total book value of intangible assets at period-end. Explanation on project development of the Company, development projects, including single price over RMB 1 million in this period 108 承德大路股份有限公司 2012 年半年度报告全文 andthe assessment price has been kept in book, should disclose thename of assessment institution andmethod of assessment: (3)Intangible assets without property certificate obtained 24. Goodwill Unit: RMB Impairment The nameofinvested unitor the Balance at Increased in this Decreased in this Balance at provision at matters forminggoodwill period-begin period period period-end period-end Total 0.00 0.00 0.00 0.00 0.00 Explain the impairment testing method andwithdrawal method for impairment provision of goodwill: 25. Long-term deferred expense Unit: RMB Amortised Amounts at Increased amount Other decreased Amounts at Reason for other Item amount in this period-begin in this period amount period-end decrease period Office renovation 356,640.00 35,664.00 320,976.00 expense Total 356,640.00 0.00 35,664.00 0.00 320,976.00 -- Explanation on long-term deferred expense: 26. Deferred income tax assets and deferred income taxliabilities (1)Net amount of deferred income tax assets and deferred income taxliabilities before deduction □ Applicable √ Non-applicable (2)Net amount of deferred income tax assets and deferred income taxliabilities after deduction □ Applicable √ Non-applicable Explanation on deferred income tax assets and deferred income taxliabilities: 27. Breakdown ofasset impairment provision Unit: RMB Book balance at Increased in this Decreased in this period Book balance at Item period-begin period Reversal Written-off period-end I. Bad debt provision 44,372,490.82 44,372,490.82 II. Inventory devalue 0.00 0.00 0.00 0.00 0.00 provision III. Impairment provision for financial assets available for 109 承德大路股份有限公司 2012 年半年度报告全文 sale IV. Impairment provision for investment held to maturity V. Impairment provision for 892,335,310.93 0.00 892,335,310.93 long-term equity investment VI. Impairment provisionforinvestmentreal 0.00 0.00 0.00 estate VII. Impairment 35,361,563.01 10,903,235.94 24,458,327.07 provisionfor fixed asset VIII. Impairment provision for construction materials IX. Impairment provision 252,886,204.04 0.00 252,886,204.04 forconstructioninprocess X. Impairment provision forproductive biological assets Including: Impairment provision for matureproductive biological assets XI. Impairment provision for 0.00 0.00 0.00 oil and gas assets XII. Impairment provision for 0.00 0.00 0.00 intangible assets XIII. Goodwillimpairment 0.00 provision XIV. Other 1,214,052,332.8 Total 1,224,955,568.80 0.00 0.00 10,903,235.94 6 Explanation on breakdown of asset impairment provision: 28. Other non-current assets Unit: RMB Item Amounts at period-end Amounts at period-begin House and buildings 779,288.19 779,288.19 Landuse right 24,353,650.76 23,653,650.76 Total 25,132,938.95 24,432,938.95 Explanation onother non-current assets: 29. Short-term loans (1)Classification of short-term loans Unit: RMB Item Amounts at period-end Amounts at period-begin Pledged loans Secured loans Guaranteedloans Credit loans 422,261.91 422,261.91 110 承德大路股份有限公司 2012 年半年度报告全文 Total 422,261.91 422,261.91 Explanation onclassification of short-term loans: The Company’s creditloanswerevariousloansborrowed fromFinance BureauofChengde County, which wereoutstanding and overduefor many years.Theprincipalamountoforiginal loansare RMB21,113,095.50, the Company’s repayable amount is RMB422,261.91, which wascalculated pursuant tothefinalized settlement percentage of 2% based onbankruptcy and restructuringin 2009. (2)Short-term loans un-paid by expired Unit: RMB Reasons for un-paid by Loan unit Loan amount Loan rates Use of loan funds Anticipated payment date expired Total 0.00 -- -- -- -- An amount has been paid after balance sheet date. Explanation on short-term loans,including those expired short-term loans which have been extended, explain the extension condition and new expiration date: 30. Transactional financialliabilities Unit: RMB Item Fair value at period-end Fair value at period-begin Transactional bonds issued Financial liability designated through fair value and variation of fair value recon into current profit or loss Derivative financial liability Other financial liability Total 0.00 0.00 Explanation on transactional financialliabilities: 31. Note payable Unit: RMB Type Amounts at period-end Amounts at period-begin Commercial promissory notes Bank promissory notes Total 0.00 0.00 Amount expired in next accounting period: RMB. Explanation on note payable: 32. Account payables (1) Unit: RMB Item Amounts at period-end Amounts at period-begin Within 1 year 994,267.40 100.00 Over 1 year 231,075.82 231,075.82 111 承德大路股份有限公司 2012 年半年度报告全文 Total 1,225,343.22 231,175.82 (2)Accounts received in advance to shareholders holding 5% or above voting shares of the Company during this period √ Applicable □ Non-applicable Unit: RMB Unit name Amounts at period-end Amounts at period-begin Total 0.00 0.00 Explanation on major account payable with age over one year: 33. Account received in advance (1) Unit: RMB Item Amounts at period-end Amounts at period-begin Within 1 year 54,821,272.50 30,028,613.02 Total 54,821,272.50 30,028,613.02 (2) Accounts received in advance to shareholders holding 5% or above voting shares of the Company during this period √ Applicable □ Non-applicable Unit: RMB Unit name Amounts at period-end Amounts at period-begin Total 0.00 0.00 Explanation on major account received in advance withage over one year: 34. Remuneration due to employees Unit: RMB Book balance at Book balance at Item Increased in this period Decreased in this period period-begin period-end I. Wage, bonus, allowance and 377,800.00 635,576.90 995,576.90 17,800.00 subsidy II. Employees welfare III. Social security 231,185.60 39,811.72 209,648.26 61,349.06 Social insurance of 231,185.60 39,811.72 209,648.26 61,349.06 employees IV. Housing provident fund V. Compensation for termination VI. Other 6,098,896.60 0.00 1,410.00 6,097,486.60 112 承德大路股份有限公司 2012 年半年度报告全文 Others for 6,098,896.60 1,410.00 6,097,486.60 employees Total 6,707,882.20 675,388.62 1,206,635.16 6,176,635.66 The amount within remuneration due to employees of the nature of arrears. Outlay for labor union and staff educational charge amounting as RMB; non-monetary welfare amounting as RMB and compensation for dismiss of labor relationship amounting toRMB. Remuneration due to employees is expected to pay and the amount for payment: 35. Tax payable Unit: RMB Item Amounts at period-end Amounts at period-begin VAT -29,992.98 151,107.41 Consumption tax Business tax -1,038,688.96 -206,904.56 Enterprise income tax 53,748,673.54 54,549,500.97 Personal income tax -11,109.75 21,704.90 Citymaintenanceandconstructiontax land VAT -787,977.19 -513,431.23 House title tax 3,513,019.74 2,982,346.66 Land use tax 13,812,727.95 12,492,077.71 Other -243,638.36 111,824.53 Total 68,963,013.99 69,588,226.39 Explanation on tax payable: if the local taxation bureau agrees mutual adjustment between vary branches andplants, explain taxation calculation: 36. Interest payable Unit: RMB Item Amounts at period-end Amounts at period-begin Interest of long-term loans of installment and interest charges Corporate bond interest Interest payable for short-term loans Total 0.00 0.00 Explanation on interest payable: 37. Dividend payable Unit: RMB Reasons for un-payment over one Unit name Amounts at period-end Amounts at period-begin year Total 0.00 0.00 -- Explanation on dividend payable: 113 承德大路股份有限公司 2012 年半年度报告全文 38. Other payable (1) Unit: RMB Item Amounts at period-end Amounts at period-begin Within 1 year 17,756,264.92 17,743,067.41 1 - 2 years 12,199,349.31 15,286,349.31 2 - 3 years 81,858,728.62 81,858,728.62 Over 3 years 1,684,355.79 1,684,355.79 Total 113,498,698.64 116,572,501.13 (2) Other payable due to shareholders units holding 5% or more voting shares of the Company during this period √ Applicable □ Non-applicable Unit: RMB Unit name Amounts at period-end Amounts at period-begin Total 0.00 0.00 (3)Explanation on other account payable with the age over one year Unit name Balance at period-end Reasons for unpayment Trustee in ChengdeDixian Fashion Co., 26,410,000.00 Not expired Ltd. Trustee inChengdeBanhe Chemical 19,750,000.00 Not expired Simulation Textile Co., Ltd. Shanghai Mineral Energy ElectricCo., 12,000,000.00 Loans not expired Ltd. Trustee inHebeiXiaban City 8,760,000.00 Not expired KnittingGarmentCo., Ltd. Zhang Xiao Ming 6,500,000.00 Loans not expired Chengde county treasury payment center 6,000,000.00 Current account Li Yan 6,349,083.21 Loans not expired Chen Li Ping 5,000,000.00 Loans not expired Total 90,769,083.21 (4) Explanation on unit of major connected amount for other account payable 39. Anticipated liability Unit: RMB Item Amounts at period-begin Increased in this period Decreased in this period Amounts at period-end Guarantee provided 114 承德大路股份有限公司 2012 年半年度报告全文 externally Pending lawsuit Products quality security Reorganization obligation Dismiss welfare Deficit contract to be implemented Other Total 0.00 0.00 0.00 0.00 Explanation on anticipated liability: 40. Non-current liability due within one year (1) Unit: RMB Item Amounts at period-end Amounts at period-begin Long-term loans due within one year 0.00 0.00 Bond payable due within one year 0.00 0.00 Long-term account payable due within one year 0.00 0.00 Total 0.00 0.00 (2) Long-term loans due within one year Long-term loans due within one year Unit: RMB Item Amounts at period-end Amounts at period-begin Pledged loans Secured loans Guaranteed loans Credit loans Total 0.00 0.00 In long-term loans due within one year, amount of undue but with expansion time amounted to RMB. Top five long-term loans due within one year Unit: RMB Amounts at period-end Amounts at period-begin Starting date Termination Date of loans Currency Rate(%) Foreign Local Foreign Local for loans date for loans currency currency currency currency Total -- -- -- -- -- 0.00 -- 0.00 Overdue loans in long-term loans due within one year: Unit: RMB Reason for Expected Unit of loans Amount of loans Undue date Annual rate (%) Use of loan fund overdue payment date Total 0.00 -- -- -- -- -- TotalingRMB has been paid after balance sheet date. 115 承德大路股份有限公司 2012 年半年度报告全文 Explanation on long-term loans due within one year: (3)Bond payable due within one year Unit: RMB Interest Interest Interest paid Interest Name of Nominal Date of Term of Amount of payable at Balance at payable in in this payable at bond value issue bond issue period-begi period-end this period period period-end n Explanation onbond payable due within one year: (4) Long-term account payable due within one year Unit: RMB Balance at Condition for Unit of loans Term Initial amount Rate(%) Interest payable period-end loans Explanation onlong-term account payable due within one year: 41. Other current liability Unit: RMB Item Book balance at period-end Book balance at period-begin Total 0.00 0.00 Explanation on other current liability: 42. Long-term loan (1) Category of long-term loans Unit: RMB Item Amounts at period-end Amounts at period-begin Pledged loans Secured loans Guaranteed loans Credit loans 6,801,600.00 6,801,600.00 Total 6,801,600.00 6,801,600.00 Explanation oncategory of long-term loans: On 28 December 2005, the Finance Bureau ofChengde County released a treasury bond fund of RMB5 million toChengdeXingye Papermaking Co., Ltd., a subsidiary of the Company,forpaper producing, water saving and comprehensive utilization of resourcespursuant to JiCaiJian [2005] No. 258. As it is hard to pay the principal and interests asa result of thatcompanys operating difficulties, the interests of such loan were RMB1,801,600.00, with principal and interests in aggregate were RMB6,801,600.00 as at this period-end. 116 承德大路股份有限公司 2012 年半年度报告全文 (2) Top five long-term loans Unit: RMB Amounts at period-end Amounts at period-begin Starting date Termination Unit of loans Currency Rate (%) Foreign Local Foreign Local for loans date for loans currency currency currency currency Finance Bureau CNY 6,801,600.00 6,801,600.00 ofChengde County Total -- -- -- -- -- 6,801,600.00 -- 6,801,600.00 Explanation on long-term loans: if there were long-term loans from undue with expansion obtained, explain the expansion condition, principle, interest andanticipated payment arrange: 43. Bond payable Unit: RMB Interest Interest Interest paid Interest Name of Nominal Date of Term of Amount of payable at Balance at payable in in this payable at bond value issue bond issue period-begi period-end this period period period-end n Bond payable including convertible corporate bonds condition and time for shares transfer: 44. Long-term account payable (1) Top five long-term account payable Unit: RMB Balance at Condition for Unit Term Initial amount Rate (%) Interest payable period-end loans (2) Breakdown of finance lease payable in long-term payable Unit: RMB Amounts at period-end Amounts at period-begin Unit Foreign currency RMB Foreign currency RMB Total 0.00 0.00 0.00 0.00 Amount of guarantee from independent third party for thefinance lease of the Company was RMB. Explanation on long-term payable: 45. Specific account payable Unit: RMB Amounts at Increased in this Decreased in Amounts at Item Remarks period-begin period this period period-end 117 承德大路股份有限公司 2012 年半年度报告全文 Paper producing, water saving and comprehensive 7,500,000.00 7,500,000.00 JiCaiJian[2005] No. 280 utilization of resources Demonstration project for comprehensiveutilization of 3,000,000.00 3,000,000.00 JiCaiJian[2004] No.134 resource for waste paper recycling industry chain Finance Bureau of 98,000.03 98,000.03 ChengdeCounty Total 10,598,000.03 0.00 0.00 10,598,000.03 -- Explanation on specific account payable: 46. Other non-current liability Unit: RMB Item Book balance at period-end Book balance at period-begin Total 0.00 0.00 Other non-current liability, including various government subsidies related with assets and income as well as its balance at period-end: 47. Share capital Unit: RMB Increased (decreased) in this year Amounts at Shares Amounts at period-begin New shares period-end Bonus shares converted from Other Sub-total issued provident fund Total number 706,320,000 0 706,320,000 of shares Explanation on share capital changes, if there were capital increase/decrease in this reporting period, the CPAs name and verification documents should bedisclosed; for the companieswith limited liabilities withoperation less than 3 years, the net assetsshould be explained before establishment; for those companieswith limited liabilitiestransformedintojoint stock companies, explain the verification condition while established: 48. Treasury shares Explanation on treasury shares: 49. Specific reserve Explanation onspecific reserve: 50. Capitalreserves Unit: RMB 118 承德大路股份有限公司 2012 年半年度报告全文 Decreased in this Amounts at Item Amounts at period-begin Increased in this period period period-end Capital premium (Share capital 391,996,587.96 391,996,587.96 premium) Other capital reserve 58,768,855.14 58,768,855.14 Total 450,765,443.10 0.00 0.00 450,765,443.10 Explanation of capitalreserves: 51. Surplus reserves Unit: RMB Decreased in this Amounts at Item Amounts at period-begin Increased in this period period period-end Statutory surplus reserves 76,791,550.17 76,791,550.17 Free surplus reserve Service fund Enterprise development fund Other Total 76,791,550.17 0.00 0.00 76,791,550.17 Explanation on surplus reserve, if share capital converted from surplus reserve, remedy deficit and dividend distributed, explain relevant resolutions: 52. General risk provision Explanation on general risk provision: 53. Undistributed profits Unit: RMB Withdrawal or allocation Item Amount proportion Unallocated profits at the end of last year -1,257,759,031.84 -- before adjustment Adjust the total unallocated profits at the -- beginning of the year (Increase +, Decrease -) Unallocated profits at the beginning of the -1,257,759,031.84 -- year after adjustment Plus: net profits belonging to owners of patent -15,704,974.76 -- company for this period Less: withdraw legal surplus reserves Withdraw free surplus reserves Withdraw general risk reserves Dividends of ordinary shares payable Dividends of ordinary shares transferred into share capital Unallocated profits at the end of the period -1,273,464,013.34 -- Breakdown of adjusting the unallocated profits at the beginning of the year: 119 承德大路股份有限公司 2012 年半年度报告全文 1). The retroactive adjustments to Accounting Standards for Business Enterprises and its relevant new regulations affect the unallocated profits at the beginning of the year amounting to RMB0.00. 2). The changes in accounting policies affect the unallocated profits at the beginning of the year amounting toRMB0.00. 3). The major accounting error correction affects the unallocated profits at the beginning of the year amounting to RMB0.00. 4). Merge scope changes caused by the same control affect the unallocated profits at the beginning of the year amounting toRMB0.00. 5). Other adjustments affect the unallocated profits at the beginning of the year amounting to RMB0.00. The unallocated profitsindicate that, for the company with initial public offering of securities should clearly state if the accumulated profits are decided to be shared by old shareholders by general meeting before issuing; while the company should clearly disclose the audited profits in the dividends payable belong to old shareholders. 54. Operating income and operating cost (1)Operating income and operating cost Unit: RMB Item Amount generated in this period Amount generated inlast period Principal business income 0.00 0.00 Other business income 481,640.00 21,250.00 Operating cost 0.00 0.00 (2)Principal business (by industries) √ Applicable □ Non-applicable Unit: RMB Amount generated in this period Amount generated inlast period Name ofindustries Operating income Operating cost Operating income Operating cost - 0.00 0.00 Total 0.00 0.00 0.00 0.00 (3)Principal business (by products) √ Applicable □ Non-applicable Unit: RMB Amount generated in this period Amount generated inlast period Name ofproducts Operating income Operating cost Operating income Operating cost - 0.00 0.00 Total 0.00 0.00 0.00 0.00 (4)Principal business (by districts) √ Applicable □ Non-applicable Unit: RMB Amount generated in this period Amount generated inlast period Name of districts Operating income Operating cost Operating income Operating cost Domestic sales 0.00 Foreign sales 0.00 Total 0.00 0.00 0.00 0.00 120 承德大路股份有限公司 2012 年半年度报告全文 (5)The operating income of the top five customers of the Company Unit: RMB The percentage in all operating income of the Name of customers Principal business income Company(%) Total 0.00 0% Explanation on operating income: Other business income of the Company represents the income from leasing of certain vacant plants and grounds. 55. Contract item income √ Applicable □ Non-applicable Unit: RMB Accumulatedgross Accumulated costs profit recgnised Fixed costcontract Contract item Amount Amounts settled incurred (with loss represented by “-”) Sub-total 0.00 0.00 0.00 0.00 Accumulated gross Accumulated costs profit recgnised Cost-plus contract Contract item Amount Amounts settled incurred (with loss represented by “-”) Sub-total 0.00 0.00 0.00 0.00 Explanation on contract item: 56. Business tax and surcharges Unit: RMB Amount generated in this Amount generated inlast Item Calculating and payment standards period period Consumption tax Business tax 44,162.70 8,261.25 5% City maintenance and construction 2,512.25 1,016.95 5% tax Education surcharge 2,512.25 1,016.96 2%,3% Resources tax Total 49,187.20 10,295.16 -- Explanation onbusiness tax and surcharges: 57. Income of fair value changes Unit: RMB Sources generating income of fair value changes Amount generated in this period Amount generated inlast period Trading financial assets 121 承德大路股份有限公司 2012 年半年度报告全文 Including: Income of fair value changes generated by derivative financial instruments Trading financial assets liabilities Investment real estate measured by fair value Others 0.00 0.00 Total 0.00 0.00 Explanation onincome of fair value changes: 58. Investment income (1)Breakdown of investment income Unit: RMB Item Amount generated in this period Amount generated inlast period Income of long-term equity investment calculated 0.00 0.00 based on cost Income of long-term equity investment calculated 0.00 0.00 based on equity Investment income obtained from disposal of long-term equity investment Investment income obtained during holding trading financial assets Investment income obtained during held-to-maturity investment gaining investment income Investment income obtained during holding available-for-sale financial assets Investment income obtained on disposing of trading financial assets Investment income obtained from held-to-maturity investment Investment income obtained from available-for-sale financial assets Others Total 0.00 0.00 (2)Income of long-term equity investment calculated based on cost Unit: RMB Amount generated in this Amount generated Reasons forincrease/decrease in this Invested united period inlast period period compared with last period Total 0.00 0.00 -- (3)Income of long-term equity investment calculated based on equity Unit: RMB Amount generated in this Amount generated Reasons forincrease/decrease in this Invested united period inlast period period compared with last period Total 0.00 0.00 -- 122 承德大路股份有限公司 2012 年半年度报告全文 Explanation on investment income: it should be introduced if there is significant restrictions to repatriation of investment income; it also should be introduced if there is no this kind of significant restrictions: 59. Impairment loss of asset Unit: RMB Item Amount generated in this period Amount generated inlast period 1. Bad debt loss 2. Inventory falling price loss 3. Impairment loss of available-for-sale financial assets 4. Impairment loss of held-to-maturity investment assets 5. Impairment loss of long-term equity investment 6. Impairment loss of investment real estate 7. Impairment loss of fixed assets 8. Impairment loss of project goods and material 9. Impairment loss of construction in process 10. Impairment loss of productive living beings 11. Impairment loss of oil gas 12. Impairment loss of intangible assets 13. Impairment loss of goodwill 14. Others Total 0.00 0.00 60. Non-operating income (1) Unit: RMB Item Amount generated in this period Amount generated inlast period Total gains on disposal ofnon-current assets 970,161.00 Including: gain ondisposal of fixed assets 970,161.00 Gain on disposal of intangible assets Gain ondebt restructuring Gain onexchange of non-monetary assets Accepting donations Government grants 0.00 0.00 Others 50,850.00 Total 0.00 1,021,011.00 (2) Breakdown of government grants Unit: RMB Amount generated in this Amount generated inlast Item Description period period Total 0.00 0.00 -- Explanation onnon-operating income: 123 承德大路股份有限公司 2012 年半年度报告全文 61. Non-operating expenditure Unit: RMB Item Amount generated in this period Amount generated inlast period Total loss on disposal ofnon-current assets 8,762,601.63 0.00 Including: loss on disposal of fixed assets 8,762,601.63 Loss on disposal of intangible assets Loss on debt restructuring Loss on exchange of non-monetary assets Donations contributed Others 1,156,412.17 152,271.51 Total 9,919,013.80 152,271.51 Explanation onnon-operating expenditure: 62. Income tax expense Unit: RMB Item Amount generated in this period Amount generated inlast period Current income tax calculated based on tax law and relevant 28,965.25 3,500.64 rules Deferred income tax adjustment Total 28,965.25 3,500.64 63. Calculation of basic earnings per share and diluted earnings per share Item Current period Last period Net profit attributable to ordinary P1 -15,704,981.50 -4,069,051.79 shareholders of the Company during the reporting period Non-recurring gains and losses F -7,964,564.92 868,739.49 attributable to ordinary shareholders of the Company during the reporting period Net profit attributable to ordinary P2=P1-F -7,740,409.84 -4,937,791.28 shareholders of the Company after deduction of non-recurring gains and losses during the reporting period Effect of dilution events on the net P3 profit attributable to ordinary shareholders of the Company Effect of dilution events on the net P4 profit attributable to ordinary shareholders of the Company after deduction of non-recurring gains and losses Total number of share at the beginning S0 706,320,000.00 706,320,000.00 of the year 124 承德大路股份有限公司 2012 年半年度报告全文 Number of increased shares due to S1 conversion of reserve into share capital or distribution of stock dividends during the reporting period Number of increased shares due to Si issuance of new shares or bond conversion during the reporting period Number of months from the next month Mi of share increase to the end of the reporting period Number of decreased shares due to Sj repurchase during the reporting period Number of months from the next month Mj of share decrease to the end of the reporting period Number of decreased shares during the Sk reporting period Number of months during the reporting M0 6 6 period Weighted average ordinary shares S=S0+S1+Si 706,320,000.00 706,320,000.00 outstanding *Mi/M0-Sj* Mj/M0-Sk Plus: weighted average ordinary shares X1 increased by assumption of conversion of diluted potential ordinary shares into ordinary shares in issue Weighted average ordinary shares for X2=S+X1 diluted earnings per share Including: weighted ordinary shares increased by conversion of convertible bonds Weighted ordinary shares increased by exercise of call warrants/stock warrants Weighted ordinary shares increased by performance of repurchase undertakings Basic earnings per share attributable to Y1=P1/S - -0.006 ordinary shareholders of the Company 0.022 Basic earnings per share attributable to Y2=P2/S - -0.007 ordinary shareholders of the Company 0.011 after deduction of non-recurring gains and losses Diluted earnings per share attributable Y3=(P1+ - -0.006 to ordinary shareholders of the P3)/X2 0.022 Company Diluted earnings per share attributable Y4=(P2+ - -0.007 to ordinary shareholders of the P4)/X2 0.011 Company after deduction of non-recurring gains and losses 125 承德大路股份有限公司 2012 年半年度报告全文 64. Other comprehensive income Unit: RMB Item Current period Last period Gains (losses) from available-for-sale financial assets Less: effect of income tax from available-for-sale financial assets Net amount recorded into other comprehensive income in the last period and transferred into gains and losses in the current period Subtotal 0.00 0.00 2. Share of other comprehensive income of investees based on the equity method Less: effect of income tax from the share of other comprehensive income of investees based on the equity method Net amount recorded into other comprehensive income in the last period and transferred into gains and losses in the current period Subtotal 0.00 0.00 3. Gains (losses) from cash flow hedging instruments Less: effect of income tax from cash flow hedging instruments Net amount recorded into other comprehensive income in the last period and transferred into gains and losses in the current period Adjustment of the amount on initial recognition of the item transferred as the hedged item Subtotal 0.00 0.00 4. Difference of translation of financial statements in foreign currencies Less: net amount transferred into gains and losses from disposal of overseas operations in the current period Subtotal 5. Others Less: effect of income tax from others recorded into other comprehensive income Net amount recorded into other comprehensive income in the last period and transferred into gains and losses in the current period Subtotal 0.00 0.00 Total 0.00 0.00 Explanation on other comprehensive income: 65. Notes to cash flows statement (1) Other cash received from operating activities Unit: RMB Item Amount Current accounts received 1,829,870.20 Income from lease and sales of scraps 295,312.69 Others 6,698.30 Total 2,131,881.19 126 承德大路股份有限公司 2012 年半年度报告全文 Explanation on other cash received from operating activities (2) Other cash paid to operating activities Unit: RMB Item Amount Current accounts paid 2,737,000.00 Others 2,600,549.73 Total 5,337,549.73 Explanation on other cash paid to operating activities (3) Other cash received from investing activities Unit: RMB Item Amount Total 0.00 Explanation on other cash received from investing activities (4) Other cash paid to investing activities Unit: RMB Item Amount Other non-current assets purchased 700,000.00 Total 700,000.00 Explanation on other cash paid to investing activities (5) Other cash received from financing activities Unit: RMB Item Amount Total 0.00 Explanation on other cash received from financing activities (6) Other cash paid to financing activities Unit: RMB Item Amount Repayment of borrowings of non-related parties 3,090,000.00 Total 3,090,000.00 Explanation on other cash paid to financing activities: 66. Supplemental information for cash flow statement (1) Supplemental information for cash flow statement Unit: RMB Supplemental information Current period Last period 127 承德大路股份有限公司 2012 年半年度报告全文 1. Adjustments to reconcile net profit to net cash -- -- provided by operating activities:: Net profit -17,659,423.64 -4,388,773.72 Add: Impairment provision for assets 0.00 0.00 Depreciation of fixed assets, consumption & depreciation 1,393,840.97 1,366,083.37 of fuel and gas, depreciation of production materials Amortization for intangible assets 310,750.74 310,750.74 Amortization for long-term prepayment 35,664.00 Loss on disposal of fixed assets, intangible assets and 8,762,601.63 -967,298.00 others long-term assets(Income is listed with “-”) Loss upon rejection of fixed assets(Income is listed with “-”) Loss on variance of fair value (Income is listed with “-”) Finance cost (Income is listed with “-”) Loss in investment(Income is listed with “-”) Decrease of deferred tax assets(Increase is listed with “-”) Liability increase of deferred tax(Decrease is listed with “-”) Decrease of inventories(Increase is listed with “-”) -16,806,352.32 -2,616,473.70 Decrease of operating receivable account items(Increase is -737,741.42 -13,720,853.02 listed with “-”) Increase of operating payable account items (Decrease is 27,061,046.25 -630,510.36 listed with “-”) Others Net cash flow from operating activities 2,360,386.21 -20,647,074.69 2. Significant investing and financing activities for non -- -- cash items: Liabilities capitalized Convertible bonds payable mature in one year Financing leased fixed assets 3. Net increase (decrease) for cash and cash equivalents: -- -- Ending balance for cash 1,571,028.20 759,615.12 Less: beginning balance for cash 5,517,692.29 9,723,008.25 Add: ending balance for cash equivalents 3. Net increase (decrease) for cash and cash equivalents: Ending balance for cash -3,946,664.09 -8,963,393.13 (2) Other information in relation to acquisition or disposal of subsidiaries and other operating units during the reporting period Unit: RMB Supplementary information Current period Last period I. Relevant information of acquisition of subsidiaries and -- -- other operating units: 1. Price of acquisition of subsidiaries and other operating units 2. Cash and cash equivalents paid for acquisition of subsidiaries and other operating units Less: cash and cash equivalents held by subsidiaries and other operating units: 3. Net cash paid for acquisition of subsidiaries and other 0.00 0.00 128 承德大路股份有限公司 2012 年半年度报告全文 operating units 4. Net assets of subsidiaries 0.00 0.00 Current assets Non-current assets Current liabilities Non-current liabilities II. Relevant information of disposal of subsidiaries and -- -- other operating units: 1. Price of disposal of subsidiaries and other operating units 2. Cash and cash equivalents received from disposal of subsidiaries and other operating units Less: cash and cash equivalents held by subsidiaries and other operating units 3. Net cash received from disposal of subsidiaries and other 0.00 0.00 operating units 4. Net assets of subsidiaries 0.00 0.00 Current assets Non-current assets Current liabilities Non-current liabilities (3) Constitution of cash and cash equivalents Unit: RMB Item Period-end Period-beginning I. Cash 1,571,028.20 5,517,692.29 Including: Inventory cash 42,185.38 103,766.34 Bank deposit payable at any time 1,458,163.53 468,956.88 Other monetary fund payable at any time 70,679.29 4,944,969.07 Deposits in central bank available for payment Deposits in other banks and financial institutions Borrowings to other banks and financial institutions II. Cash equivalents Including: Bond investment due within 3 months III. Balance of cash and cash equivalent at period-end 1,571,028.20 5,517,692.29 Explanation on supplementary information of cash flows statement 67. Notes to items of statement of changes of owners’ equity Explanation on the names of “other” items adjusted for the balances at the end of last year and the adjustment amounts and retrospective adjustments from business combination under common control: (VIII) Accounting of the asset securitization business 1. Explanation on the major transaction arrangements of the asset securitization business and its accounting and its bankruptcy segregation clause 129 承德大路股份有限公司 2012 年半年度报告全文 2. Special purpose entities in which the Company has no control right but actually burdens its risks Unit: RMB Operating income Total assets at Total liabilities at Net assets at Net profit at the Name at the current Remark period-end period-end period-end current period period (IX) Related parties and related transactions 1. Parent company of the Company Unit: RMB Sharehold Percentag ing e of percentag voting Ultimate Name of Place of Legal e of right of Organizat Relations Type of Business Registere controller parent registratio representa Currency parent parent ional hip enterprise nature d capital of the company n tive company company code Company in the in the Company Company (%) (%) Parent company of the Company The Company has no parent company. The related parties with controlling relationship of the Company refer to Mr. Chen Rong who held 29.49% equity of the Company. 2. Subsidiaries of the Company Unit: RMB Shareholdi Place of Legal Percentage Nature of Type of Business Registered ng Organizati Name registratio representat Currency of voting subsidiary subsidiary nature capital percentage onal code n ive right (%) (%) Real Chengde Rongyida Chengde Zhao Controlled Limited Estate 10,000,000 68434235- Real Estate city Hebei Yongsheng CNY 100% 100% subsidiary liability developme .00 0 development province nt Chengde Chengde Xingye Controlled Limited country Wang Paper 250,000,00 60125211- USD 75% 75% Paper Industry subsidiary liability Hebei Shuxian producing 0.00 5 province Gold Axe British Controlled Limited Investment Group Virgin Export 1.00 USD 100% 100% subsidiary liability Limited Island Chengde Hebei Xiaban City Controlled Limited country Wang Clothing 4,000,000. 60126026- USD 100% Textile subsidiary liability Hebei Shuxian producing 00 2 province Chengde Chengde Dixian Controlled Limited country Wang Clothes 24,000,000 60126040- USD 100% fashion subsidiary liability Hebei Shuxian producing .00 6 province Chengde Waste Chengde Huaxin Controlled Limited country 1,000,000. 74544580- Xu Sulian paper CNY 90% 90% waste paper collection subsidiary liability Hebei 00 5 province recycling 130 承德大路股份有限公司 2012 年半年度报告全文 3. Joint ventures and associates of the Company Unit: RMB Percentag e of Total Net Shareholdin voting Total operatin profit g Type of Place of Legal right of liabilities Total net g for Business Registered Currenc percentage Total assets at Relationshi Organization Investee enterpris registratio representativ the at assets at income the nature capital y of the period-end p al code e n e Company period-en period-end for the curren Company in d current t (%) investee period period (%) I. Joint -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- ventures II. Associate -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- s Suning Banhe Clothes Limited Suning Wang Simulatio manufactur 29,000,000.00 USD 20% 20% liability Hebei Zhengsong n Textile e C., Ltd. Chengde Dahua Paper Limited Chengde 6,364,000,000. 266,969,909.2 624,579.6 266,345,329.6 Paper Shi Bainian manufactur JPY 45% 45% 76033882-1 liability Hebei 00 7 2 5 Industry e Co., ltd. 131 承德大路股份有限公司 2012 年半年度报告全文 4. Other related parties of the Company Name of other related party Relationship with the Company Organizational code Explanation on other related parties of the Company 5. Related party transactions (1) Purchase f commodities and receipt of labors Unit: RMB Current period Last period Percentag Pricing method Percentag e in the and e in the amounts Related party Related transaction decision-making transactio of the procedure of Amount Amount ns in the transactio related transaction same type ns in the (%) same type (%) Sales of commodities and provision of labors Unit: RMB Current period Last period Percentag Pricing method Percentag e in the and e in the amounts Related party Related transaction decision-making transactio of the procedure of Amount Amount ns in the transactio related transaction same type ns in the (%) same type (%) (2) Related custody/contracting Consignment/contracting of the Company Unit: RMB Consignme Starting Terminating Basis of nt Effect of Name of Type of Name of Consigned/c Amount date of date of pricing of gains/contra consignmen consignee involved in consigned/c consignor/c ontracted consignmen consignmen consignmen cting gains t/contractin and consigned/c ontracted ontractor assets t/contractin t/contractin t recognized g on the contractee ontracted assets g g gains/contra during the Company assets cting gains reporting period Entrusted management/contracting of the Company Unit: RMB Type of Starting Terminating Basis of Entrustment Effect of Name of Name of Entrusted/c Amount entruster/co entrustee/co ontracted involved in entrusted/co date of date of pricing of fee/contract entrustment ntractor ntractee assets entrusted/co ntracted entrustment/ entrustment/ entrustment ing fee /contracting ntracted assets contracting contracting fee/contracti recognized gains on the 132 承德大路股份有限公司 2012 年半年度报告全文 assets ng fee during the Company reporting period Explanation on related entrusted management/contracting (3) Related lease Lease of the Company Unit: RMB Lease gains Amount Effect of Type of Basis of recognized Name of Name of Leased involved in Starting Terminating lease gains leased pricing of during the lessor lessee assets leased date of lease date of lease on the assets lease gains reporting assets Company period Lease by the Company Unit: RMB Lease gains Amount Effect of Type of Basis of recognized Name of Name of Leased involved in Starting Terminating lease gains leased pricing of during the lessor lessee assets leased date of lease date of lease on the assets lease gains reporting assets Company period Explanation on related lease (4) Related guarantee Unit: RMB Starting date of Maturity date of Guarantee completed Guarantor Guarantee Guarantee amount guarantee guarantee or not Explanation on related guarantee (5) Borrowing of related party funds Unit: RMB Related party Borrowed amount Starting date Maturity date Explanation Borrowed Lent (6) Transfer of related party assets and debt reorganization Unit: RMB Current period Last period Type of Related party related Related transaction Pricing method Percentag Percentag transaction and Amount e in the Amount e in the decision-making amounts amounts 133 承德大路股份有限公司 2012 年半年度报告全文 procedure of of the of the related transactio transactio transaction ns in the ns in the same type same type (%) (%) (7) Other related transactions 6. Amounts receivable from and payable to related parties Amounts receivable from related parties Unit: RMB Item Related party Amount at period-end Amount at period-beginning Chengde Dahua Paper Other receivables 44,196,901.26 44,196,901.26 Co., Ltd. Suning Banhe Fiber Co., Other receivables 15,361.00 15,361.00 Ltd. Amounts payable to related parties Unit: RMB Amount at Item Related party Amount at period-end period-beginning (X) Share payment 1. Overall share payment Total amount of various equity instruments granted by the Company in the period Total amount of various equity instruments exercised by the Company in the period Total amount of various equity instruments lapsed of the Company in the period Range of exercise price and remaining contract term of stock warrants outstanding of the Company at the end of the period Range of exercise price and remaining contract term of other equity instruments of the Company at the end of the period Explanation of share payment 2. Equity-settled share payment Unit: RMB Determination of fair value of equity instruments on the grant date Determination of best estimates of number of exercisable equity instruments Reason for material difference between estimates in the current period and in the last period 134 承德大路股份有限公司 2012 年半年度报告全文 Accumulated amount of equity-settled share payment in capital reserves Total expenses recognized from equity-settled share payment Explanation on equity-settled share payment 3. Cash-settled share payment Unit: RMB Determination of fair value of liabilities undertaken by the Company and based on shares or other equity instruments Accumulated liabilities from cash-settled share payment in liabilities Total expenses recognized from cash-settled share payment Explanation on cash-settled share payment 4. Share-paid services Unit: RMB Total amount of staff services exchanged with share payment Total amount of other services exchanged with share payment 5. Alteration and termination of share payment (XI)Contingency 1. Contingent liability arising from pending litigation or arbitration and its financial effects 1. Claims against the Company by Shuxian Wang in relation to dispute of creditors right On 26 April 2011, the Company received a notice of appearance from Chengde Intermediate Peoples Court of Hubei Province, the former major shareholder Shuxian Wang brought a lawsuit against the Company in relation to dispute of creditors right and instituted legal proceedings to Chengde Intermediate Peoples Court of Hubei Province. Shuxian Wang alleged that his 208,324,800 shares of the Company was auctioned by the court to repay bank loan of RMB84,371,544.00 for the Company. He appealed to dispose equity upon the completion of bankrupt reorganization and settlement and repay debts with relevant proceeds As of 30 June 2012, the case is still pending and there is no substantial progress. 2. Claim against Xue Xu by the Company in relation to infringement on reputation right On Dec. 22 of 2012, to protect interest of the Company, the Company counterclaimed to Beijing Xicheng Area over that respondent Xu Xue intentionally fabricated information and spread fictional information and whistle-bowling to media which severally hurt reputation of the Company. The Company received ruling letter from the court in Mar. of 2012 with (2012) XMCZ No. 1093, rejecting lawsuit of Chengde Dalu Co., Ltd. The Company thought respondent intentionally concealed facts which had been answered thus impacted the court to make a fair justice. Thus we appealed to Beijing 1st Medium Peoples Court. In June of 2012, the Company received ruling letter from the court with (2012) YZMZZ No. 6804, which cancelled judgment of Beijing Xicheng Area Peoples Court and called them to hear this case. Till reporting period-end, this case has been in process. 2、Contingent liability arising from guarantees for debt of other units and its financial effects Other contingent liability and its financial effects: 135 承德大路股份有限公司 2012 年半年度报告全文 (XII) Commitments 1. Significant commitments Capital commitment contracted but not recognized in Closing balance Opening balance financial statements Commitment on investment USD 112.50 million USD 112.50 million Chengde Xingye Papermaking Co., Ltd. has the registered capital of USD 250,000,000.00, within which USD 187500000.00 (75%) committed by the Company. According to the article of “Approval about the capital increase of Chengde Dexing Paper Industrial Co., Ltd” with WaiJingZi Er Han [2001] No.969 issued by the ministry of foreign trade and economic cooperation of the People's Republic of China on 28th Oct 2002, the Company should pay the increased capital within 3 years since the change of the business license which agreed in the agreement & the company articles. As of the date of the report , the paid-in capital is the amount of RMB 622,500,000.00(US$75,000,000.00),which accounts for 40% of the registered capital。 Except the matter stated above,there is no other major commitment need to be disclosed. 2. Fulfillment of early commitments (XIII) Item after date of balance sheet 1. Explanation of significant items after date of balance sheet Unit: RMB Impact on financial position and Item Content Reasons for inestimable impact operating results 2. Explanation on profit distribution after date of balance sheet Unit: RMB Profit or dividend proposed to be distributed Distributable profit or dividend approved and reviewed 3. Explanation on other items after date of balance sheet (XIV)Explanation of other significant events 1. Exchange of non-monetary assets 2. Debt restructuring 136 承德大路股份有限公司 2012 年半年度报告全文 3. Business combination 4. Lease 5. Financial instruments issued at the period-end and convertible to shares 6. Primary coverage of annuity plan and significant changes 7. Other significant events required to be disclosed (XV) Notes to major items of parent company’s financial statements 1. Accounts receivable (1)Accounts receivable Unit: RMB Amount at period-end Amount at period-begin Book balance Bad debt provision Book balance Bad debt provision Category Propo Proporti Proporti Proporti Amount rtion Amount Amount Amount on (%) on (%) on (%) (%) Single item with significant accounts 0.00 0.00 0.00 0.00 receivable provided as single bad debt Accounts receivable provided as bad debt by category Subtotal 0.00 0% 0.00 0.00 0% 0.00 Single item without significant accounts 0.00 0.00 0.00 0.00 receivable yet provided as single bad debt Total 0.00 -- 0.00 -- 0.00 -- 0.00 -- Notes to category of accounts receivable: Single item with significant accounts receivable provided as single bad debt at the period-end: □ Applicable □ inapplicable In the combination, accounts receivable with accrual for bad debt provision using aging analysis method: □ Applicable □ inapplicable In the combination, accounts receivable with accrual for bad debt provision using percentage of total receivable outstanding method: □ Applicable □ Inapplicable In the combination, accounts receivable with accrual for bad debt provision using other methods: □ Applicable □ Inapplicable Single item without significant accounts receivable yet provided as single bad debt at the period-end: 137 承德大路股份有限公司 2012 年半年度报告全文 □ Applicable □ Inapplicable (2) Switching back and recovery of Accounts receivable during the report period Unit: RMB Accumulative amount Reasons for switching Basis for recognition of provided as bad debt Amount switched back Item back or recovery bad debt provision before switching-back or or received recovery Total -- -- -- Provision of bad debts for accounts receivable with single major amount or single minor amount but conducting impairment test singly: Withdrawal proportion Item Book balance Amount of bad debt Reason (%) Total -- -- Notes to accounts receivable with single minor amount and high risk after combined on the basis of the characteristic of portfolio credit risk: (3) Actual write-off of accounts receivable during the report period Unit: RMB Caused due to Nature of accounts Name Write-off date Amount Reason related transaction or receivable not Total -- -- 0.00 -- -- Notes to write-off of accounts receivable: (4) Accounts receivable from shareholders holding over 5% (5% inclusive) of the Company’s shares with voting rights during the reporting period □ Applicable √ Inapplicable (5) Nature and item of accounts receivable with major amount (6) Top 5 units with an amount of other accounts receivable Unit: RMB Proportion of the Relationship with Name Amount Age total other accounts the company receivable (%) Total -- 0.00 -- 0% (7) Accounts receivable of related parties Unit: RMB Name Relationship with the Amount Proportion of the total other 138 承德大路股份有限公司 2012 年半年度报告全文 company accounts receivable (%) Total -- 0.00 0% (8) Conversed accounts receivable met no qualification of discontinuing recognition is RMB [] (9) Brief explanation on transaction arrangement when accounts receivable is underlying assets of securitization 2. Other accounts receivable (1)Other accounts receivable Unit: RMB Opening balance Closing balance Provision for bad Book balance Provision for bad debts Book balance debts Category Propo Propo Propo Propo Amount rtion Amount rtion Amount rtion Amount rtion (%) (%) (%) (%) Single item with significant other receivables provided as 0.00 0.00 0.00 0.00 single bad debt Other receivables provided as bad debt by category Subtotal 586,130.07 100% 21,283.33 3.63% 371,672.85 100% 21,283.33 5.73% Single item without significant other receivables 0.00 0.00 0.00 0.00 yet provided as single bad debt Total 586,130.07 -- 21,283.33 -- 371,672.85 -- 21,283.33 -- Notes to category of other accounts receivable: Single item with significant other receivables provided as single bad debt at the period-end: □ Applicable √ Inapplicable In the combination, OR with accrual for bad debt provision using aging analysis method: √ Applicable □ Inapplicable Unit: RMB Opening balance Closing balance Book balance Book balance Age Provision for bad Provision for bad Proporti debts Proporti debts Amount Amount on (%) on (%) Within 1 year Including: -- -- -- -- -- -- Subtotal 287,153.72 48.99% 2,502.18 72,696.50 20% 2,502.18 1-2 years 265,291.40 45.26% 409.80 265,291.40 71% 409.80 2-3 years 30,627.20 5.23% 15,313.60 30,627.20 8% 15,313.60 Over 3 years 3,057.75 0.52% 3,057.75 3,057.75 1% 3,057.75 139 承德大路股份有限公司 2012 年半年度报告全文 3-4 years 4-5 years Over 5 years Total 586,130.07 -- 21,283.33 371,672.85 -- 21,283.33 In the combination, OR with accrual for bad debt provision using percentage of total receivable outstanding method: □ Applicable √ Inapplicable In the combination, OR with accrual for bad debt provision using other method: □ Applicable √ Inapplicable OR with no individual significant amount but requires accrual for bad debt provision at the period-end: □ Applicable √Inapplicable (2)Switching back and recovery of other accounts receivable during the report period Unit: RMB Accumulative amount of Reasons for switching Basis for recognition of bad debt before Amount switched back Item back or recovery bad debt switching-back or or received recovery Total -- -- -- Single item with or without significant other receivables provided as single bad debt yet conducting impairment test singly at the period-end: Withdrawal proportion Item Book balance Amount of bad debt Reason (%) Total -- -- Notes to other accounts receivable with single minor amount and high risk after combined on the basis of the characteristic of portfolio credit risk: (3)Actual write-off of other accounts receivable during the report period Unit: RMB Nature of accounts Caused due to related Name Write-off date Amount Reason receivable transaction or not Total -- -- 0.00 -- -- Notes to write-off of other accounts receivable: (4)Other accounts receivable from shareholders holding over 5% (5% inclusive) of the Company’s shares with voting rights during the reporting period □ Applicable √ Inapplicable (5)Nature and item of other accounts receivable with major amount (6)Top 5 units with an amount of other accounts receivable Unit: RMB 140 承德大路股份有限公司 2012 年半年度报告全文 Proportion of the Relationship with Name Amount Age total other accounts the company receivable (%) Total -- 0.00 -- 0% (7) Other accounts receivable of related parties Unit: RMB Relationship with the Proportion of the total other Name Amount company accounts receivable (%) Suning Banhe Chemical Fiber Affiliated company 15,361.00 2.62% Facsimile Fabric Co., Ltd Total -- 15,361.00 2.62% (8) Conversed accounts receivable met no qualification of discontinuing recognition was RMB [] (9) Brief explanation on transaction arrangement when other accounts receivable is the underlying assets of securitization 3. Long-term equity investment Unit: RMB explanati on of non-coinc idence Proportio between Balance Change Balance Provision Accrual Cash Proportio n of the Invested Calculatio Investme at of at of provision bonus in n of share voting proportio company n method nt cost period-be increase/d period-en depreciati n in this this held (%) right held n of share gin ecrease d on period period (%) held and proportio n of voting held Chengde Rongyida Real 53,114,29 53,114,29 53,114,29 Estate Cost 100% 100% 9.73 9.73 9.73 developm ent Co., Ltd. Chengde Xingye 622,500,0 622,500,0 622,500,0 616,688,4 Paper Cost 75% 75% 00.00 00.00 00.00 19.47 Industry Co., Ltd. Gold Axe 8,300,000 8,300,000 8,300,000 8,300,000 Investme Cost 100% 100% .00 .00 .00 .00 nt Group Limited Hebei Cost 100% Bankrupt 431,604,2 431,604,2 431,604,2 431,604,2 Xiaban 141 承德大路股份有限公司 2012 年半年度报告全文 City 03.41 03.41 03.41 03.41 Textile Garment Co., Ltd. Chengde Dixian 149,408,2 149,408,2 149,408,2 149,408,2 Cost 75% Bankrupt Fashion 30.11 30.11 30.11 30.11 Company Suning Banhe Chemical 46,980,00 46,980,00 46,980,00 46,980,00 Fiber Equity 20% 20% 0.00 0.00 0.00 0.00 Facsimile Fabric Co., Ltd 1,311,906 1,311,906 1,311,906 1,252,980 Total -- 0.00 -- -- -- 0.00 0.00 ,733.25 ,733.25 ,733.25 ,852.99 Notes to Long-term equity investment 4. Operating revenue and operating cost (1) Operating revenue and operating cost Unit: RMB Item Incurred during the current period Incurred during the prior period Main business income Other business income operating cost 0.00 0.00 Total 0.00 0.00 (2) Main business (by industry) □ Applicable √ Inapplicable (3) Main business (by product) □ Applicable √ Inapplicable (4) Main business (by region) □ Applicable √ Inapplicable (5) Operating revenue of the top five clients of the Company Unit: RMB Proportion of total revenue of Name Total operating revenue the Company (%) Total 0.00 0% Notes to operatingrevenue 142 承德大路股份有限公司 2012 年半年度报告全文 5. Investment income (1) Details of investment income Unit: RMB Item Incurred during the current period Incurred during the prior period Investment income from long-term equity investment 0.00 0.00 recognized and measured by cost method Investment income from long-term equity investment 0.00 0.00 recognized and measured by equity method Investment income from disposal of long-term equity investment Investment income from transaction financial assets held Investment income from held-to-maturity investment Investment income from financial assets held available for sale Investment income from disposal of transaction financial assets Investment from investment held to maturity Investment income from financial assets available for sal Others Total 0.00 0.00 (2) Investment income from long-term equity recognized and measured by cost method Unit: RMB Incurred during the Incurred during the Invested company Reason for increase/decrease current period prior period Total 0.00 0.00 -- (2) Investment income from long-term equity recognized and measured by equity method Unit: RMB Incurred during the Incurred during the Invested company Reason for increase/decrease current period prior period Total 0.00 0.00 -- Notes to investment income: 6. Supplemental Information for Cash Flow Statement Unit: RMB Incurred during the current Incurred during the prior Supplemental information period period 1. Adjustments to reconcile net income to net cash provided by -- -- operating activities: Net profit -639,546.15 -173,544.43 Add: provision for assets impairment 0.00 0.00 Depreciation of fixed assets, consumption & depreciation of fuel and gas, depreciation of production materials 143 承德大路股份有限公司 2012 年半年度报告全文 Amortization for intangible assets Amortization for long-term deferred expenses Loss arising from disposal of fixed assets, intangible assets and other long-term assets (Income is listed with “-”) Loss arising from retirement of fixed assets (Income is listed with “-”) Loss arising from changes of fair value (Income is listed with “-”) Finance cost (Income is listed with “-”) Loss on investment (Income is listed with “-”) Decrease in deferred tax assets (Increase is listed with “-”) Increase in deferred tax liabilities (Decrease is listed with “-”) Decrease of inventories (Increase is listed with “-”) Decrease in operating receivables (Increase is listed with “-”) -214,457.22 -25,609.02 Increase in operating payables (Decrease is listed with “-”) 854,003.37 195,340.65 Others Net cash flow from operating activities 0.00 -3,812.80 2. Significant investing and financing activities that do not involve -- -- cash receipts and payments Conversion of debt into capital Convertible bonds due within 1 year Financing leased fixed assets 3.Net increase/decrease in cash and cash equivalents: -- -- Closing balance of cash 4,019.80 33,384.90 Less: Opening balance of cash 4,019.80 37,197.70 Add: closing balance of cash equivalents Less: opening balance of cash equivalents Net increase in cash and cash equivalents 0.00 -3,812.80 7. Assets and liabilities recorded with estimated value under counterpurchase Unit: RMB Items Estimated value Original book value Assets Liabilities (XVI) Supplementary information 1. Return on equity and earnings per share Unit: RMB Earnings per share Weighted average of Profit in report period Basic earnings per Diluted earnings Return on equity(%) share per share Net profit attributable to shareholders holding -0.022 -0.022 ordinary shares of the Company Net profit attributable to shareholders holding -0.011 -0.011 ordinary shares of the Company after deducting 144 承德大路股份有限公司 2012 年半年度报告全文 non-recurring gains and losses 2. The explanation of abnormal circumstance and reasons of items in major accounting report (1) Monetary capital: closing balance decreased by RMB3,946,664.09 as compared to the opening balance mainly due to subsidiary Chengde County Rongyida Real Estate Development Co., Ltd paid projects payment for development of Dalu Qianyuan Project; (2)Inventory: closing balance increased by RMB16, 806,352.32 as compared to the opening balance mainly because the above project was on the construction and has not completed as of the period-end; (3) Advance receipt: closing balance increased by RMB24, 792,659.48 as compared to the opening balance mainly due to presale of the above project of subsidiary; (4) Finance cost: incurred amount during the current period increased by RMB1, 645,307.58 as compared to that of the prior period, mainly due to withdrawal of interest on borrowings in this period; (5) Non-operating income: incurred amount during the current period decreased by RMB1, 021,011.00 as compared to that of the prior period, mainly due to income arising from disposal of non-current assets in the previous period; (6) Non-operating expenditure: incurred amount during the current period increased by RMB9, 766,742.29 as compared to that of the prior period, mainly due to loss from disposal of non-current assets in this period. IX Content of Document Available for Reference Content of document available for reference 1. Semi-annual accounting statements for 2012 carrying signatures and seals of legal person, person in charge of accounting work and person in charge of accounting institution; 2. All originals of document and announcement of the Company publicly disclosed in the newspaper designated by CSRC during the report period Chairman of the Board: Lixin Lin Reporting date approved by Board: 23 August 2012 145