Chengde Nanjiang Co., Ltd. Summary of The Third Quarterly Report for 2012 Stock Code: 200160 Short Form of the Stock: ST NanJiang B Public Notice No.: 2012-080 The Third Quarterly Report For 2012 I. Important Notes Board of Directors and the Supervisory Committee of Chengde Nanjiang Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives 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 of the Company are attended the Meeting for quarterly report deliberation. The Third Quarterly Financial Report of 2012 has not been audited by CPAs. Lin Lixin, Principal of the Company; Zhao Yongsheng, Person in Charge of Accounting Work and Liu Fengguo, Person in Charge of Accounting Organization (Accounting Officer) hereby confirm that the Financial Report of the Third Quarterly Report is true and complete. II. Company Profile (I) Major accounting data and financial indexes Whether retroactive adjusted on previous financial report or not □Yes √ No □Not applicable Increase/decrease in this 2012.9.30 2011.12.31 period-end over period-end of last year (%) Total assets (RMB) 271,243,152.10 219,022,670.81 23.84% Owners’ equities attributable to the shareholders of listed 48,642,084.33 21,325,140.04 128.1% company (RMB) Share capital (Share) 706,320,000.00 706,320,000.00 Net assets per share attributable to the 0.069 0.03 128.1% shareholders of listed company (RMB/Share) Increase/decrease over Increase/decrease over January- September of July- September of 2012 the same period of the the same period of the 2012 last year (%) last year (%) Total operating income 107,800.00 1,132% 589,440.00 1,864.8% (RMB) Net profit attributable to the shareholders of listed 43,021,925.79 1,087.34% 27,316,944.29 424.18% company (RMB) Net cash flow arising from -- -- -9,045,575.00 -16.52% operating activities (RMB) Net cash flow arising from operating activities per share -- -- -0.013 -16.42% (RMB/Share) Basic earnings per share 0.06 1,100% 0.039 425% (RMB/Share) Diluted earnings per share 0.06 1,100% 0.039 425% (RMB/Share) Weighted average return on 78.08% equity (%) Weighted average return on equity after deducting -42.44% non-recurring gains and losses (%) 1 Chengde Nanjiang Co., Ltd. Summary of The Third Quarterly Report for 2012 Items and amount with non-recurring gains/losses deducted √Applicable □ Not applicable Amount from Item year-begin to Note period-end (RMB) Gains and losses from disposal of non-current assets 43,512,374.42 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 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 except the -3,119,484.80 abovementioned Other item that satisfied the definition of non-recurring gains and losses Influenced amount of minority shareholders’ equity 1,771,573.62 Impact on income tax Total 42,164,463.24 -- 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 2 Chengde Nanjiang Co., Ltd. Summary of The Third Quarterly Report for 2012 status Item Amount involved (RMB) Note (II) Total shareholders at period-end and top ten shareholders Total number of shareholders 21,153 at the end of report period Particulars about the shares held by the top ten shareholders with unrestricted conditions Amount of unrestricted shares Type/amount of shares Shareholders held at period-end Type Amount GUOTAI JUNAN SECURITIES(HONGKONG) 69,850,210 Domestically listed foreign share 69,850,210 LIMITED Shanghai H.K. Wanguo Secur 26,983,735 Domestically listed foreign share 26,983,735 ity Zou Xiaomin 9,785,900 Domestically listed foreign share 9,785,900 Yu Sanxi 8,282,000 Domestically listed foreign share 8,282,000 Wang Wensheng 7,258,007 Domestically listed foreign share 7,258,007 CORE PACIFIC-YAMAICHI INTERNATIONAL (H.K.) 4,101,958 Domestically listed foreign share 4,101,958 LIMITED Liu Tingyu 3,533,364 Domestically listed foreign share 3,533,364 Peng Wei 2,978,525 Domestically listed foreign share 2,978,525 Zhao Ziying 2,853,616 Domestically listed foreign share 2,853,616 Li Siquan 1,726,133 Domestically listed foreign share 1,726,133 Explanation on shareholders III. Significant events (I) Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Not applicable Balance at Balance at period-end (amount period-begin (amount Cahnges rate Item Reasons for changes occurred in this occurred in last (%) period) period) Monetary fund 54,555,936.46 5,517,692.29 888.75% Disposal of non-current assets received Account paid in Account paid in advance recover 9,894,024.31 21,059,096.25 -53.02% advance Inventory Real estate project of subsidiary, and not 66,703,734.72 39,698,800.27 68.02% completed till end of this report period Total current Disposal of non-current assets and real estate 166,703,131.91 101,001,258.45 65.05% asstes project still in process Short-term loans 422,261.91 -100.00% Loans are paid in this period Account payable 1,225,343.22 231,175.82 430.05% Invoice of construction received Account received House-selling account received in advance 72,424,575.98 30,028,613.02 141.19% in advance Taxes payable 12,991,408.96 19,811,988.25 -34.43% Taxes paid in this period Long-term loans 6,801,600.00 -100.00% Loans are paid in this period Special payable 98,000.03 -100.00% Loans are paid in this period Total non-current Debts are paid in this period - 6,899,600.03 -100.00% liability 3 Chengde Nanjiang Co., Ltd. Summary of The Third Quarterly Report for 2012 Total Gains generated from disposal of non-current shareholders’ 48,642,084.33 21,325,140.04 128.10% assets interest Total operating Revenue from leasing increaed 589,440.00 30,000.00 1864.80% revenue Finanical expenses 3,696,233.71 429,263.97 761.06% Loans interest accural Operating profit -13,298,784.83 -9,374,710.08 41.86% Financial expenses increased Non-operating Gains generated from disposal of non-current 50,598,668.90 1,021,011.00 4855.74% revenue assets Non-operating Losses from lawsuits compromise 10,205,879.28 152,271.51 6602.42% expenditure Income tax Payable taxes increased in this period 2,279,190.25 687,606.44 231.47% expenses Net profit More income generated from disposal of attributable to non-current assets in subsidiary 27,316,944.29 -8,426,400.84 -424.18% owners of parent company Gains/losses of Deficit soaring from subsidairy minority -2,502,129.75 -767,176.19 -226.15% shareholders (II) Progress of significant events, their influences, and analysis and explanation of their solutions 1. Qualified opinion □Applicable √Not applicable 2. Particular about fund offers to controlling shareholders or associated parties and external guarantee that against the regulation. □Applicable √ Not applicable 3. Particular about signing and implementation on significant contracts of ordinary management. □Applicable √ Not applicable 4. Other √Applicable □Not applicable The Suspension Notice for Planning and Preparation of Material Assets Reorganization (Notice No.: 2012-048)) was released on 26 July for purpose of material assets reorganization plan, and the stock of the Company will suspend effected from 26 July 2012. After suspension, the Progress of Material Assets Recognization (Notice No.: 2012-050, 2012-051 and 2012-055) released on 1 August 2012, 8 August 2012 and 15 August 2012 respectively. Also, the Progress of Material Assets Recognization and Delay Resumption (Notice No.: 2012-056, 2012-061 and 2012-062, 2012-063, 2012-064, 2012-066, 2012-070 and 2012-077) were released on 22 August 2012, 28 August 2012, 5 September 2012, 12 September 2012, 19 September 2012, 26 September 2012, 9 October 2012, 16 October and 23 October respectively. Relevant notice with reorganization concerned will release on time by the Company. (III) Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or extending to reporting period. □Applicable √ Not applicable 4 Chengde Nanjiang Co., Ltd. Summary of The Third Quarterly Report for 2012 (IV) Estimation of operation performance for year of 2012 Estimation of 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 of reason □Applicable √Not applicable (V) Particulars about other significant events which needed explanations 1. Particular about security investment □Applicable √Not applicable 2. Particulars about derivatives investment □Applicable √Not applicable 3. Particulars about the positions of derivatives investment at the end of report period □Applicable √Not applicable 4. Registration form of receiving research, communication and interview in the report period Content discussed Date Place Way Type Object and documents provided Relevant event of Communications by July 27, 2012 Security Department Individual Investor reorganization no telephone materials provided Events of assets sold Communications by August 15, 2012 Security Department Individual Investor and no materials telephone provided Operation of the Communications by September 18, 2012 Security Department Individual Investor Company and no telephone materials provided 5. Corporate bond issuance Whether corporate bond issued or not □ Yes √ No 5