承德南江股份有限公司 2013 年第一季度报告正文
Stock Code: 200160 Short Form of the Stock: Nanjiang B Public Notice No.: 2013-035
Chengde Nanjiang Co., Ltd.
First Quarterly Report of 2013
Section 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 should guarantee the reality, accuracy and
completion of the quarterly report, there are no any fictitious statements, misleading statements or important
omissions carried in this report, and shall take legal responsibilities, individual and/or joint.
Li Weimin, Person in charge of the Company, Wang Guozhen, person in charger of accounting works and Liu
Guofeng, person in charger of accounting organ (accounting officer) hereby confirm that the Financial Report of
this Quarterly Report is authentic, accurate and complete.
All Directors are attended the Board Meeting for Quarterly Report deliberation.
The first quarterly report of the Company has not been audited.
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承德南江股份有限公司 2013 年第一季度报告正文
Section II. Main financial data and changes of shareholders
I. Main financial data
Whether has retroactive adjustment or re-statement on financial data of previous’ period in this report or not
□Yes √ No
Changes of this period over
Jan. – March 2013 Jan. – March 2012
same period of last year (%)
Operating income (RMB) 16,649,359.69 263,950.00 6,207.77%
Net profit attributable to
shareholders of the listed 727,530.75 -3,047,149.14 123.88%
company(RMB)
Net profit attributable to
shareholders of the listed company
733,730.75 -2,992,736.97 124.52%
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from operating
-942,953.54 3,138,746.49 -130.04%
activities(RMB)
Basic earnings per share (RMB/Share) 0.001 -0.0043 123.26%
Diluted earnings per share (RMB/Share) 0.001 -0.0043 123.26%
Weighted average ROE (%) 0.63% 0% 0%
Changes of this period-end
2013-3-31 2012-12-31 over same period-end of last
year (%)
Total assets (RMB) 193,455,723.99 193,617,124.65 -0.08%
Net assets attributable to shareholder of
115,622,202.36 114,894,671.61 0.63%
listed company (RMB)
Items of non-recurring gains and losses
√ Applicable □ Not applicable
Unit: RMB
Amount from year-begin to
Item Note
period-end
Other non-operating income and expenditure except for the
-6,200.00
aforementioned items
Total -6,200.00 --
II. Total number of shareholders at the end of this report period and top ten shareholders
Unit: Share
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承德南江股份有限公司 2013 年第一季度报告正文
Total number of shareholders
19,987
at the end of report period
Top ten shareholders
Proportion of Amount of Number of share
Nature of Amount of
Shareholder’s name shares held non-tradable pledged/frozen
shareholder shares held
(%) shares held State of share Amount
Domestic
Wang Dong 29.49% 208,324,800 208,324,800
natural person
GUOTAI JUNAN
Overseas legal
SECURITIES(HONGKONG) 12.99% 91,729,402 0
person
LIMITED
Shanghai H.K. Wangguo Overseas legal
2.93% 20,663,524 0
Securities person
Domestic
Chengde North Industrial non-state
2.62% 18,517,651 18,517,651
Corporation owned legal
person
Domestic
Wang Zhengsong 1.89% 13,327,891 13,327,891
natural person
China Everbright Securities (HK) Overseas legal
1.74% 12,320,410 0
Limited person
Domestic
Zhou Xiaomin 1.03% 7,291,500 0
natural person
Domestic
Wang Wensheng 1.03% 7,258,007 0
natural person
Domestic
Yu Sanxi 0.9% 6,362,000 0
natural person
Domestic
Li Tianyun 0.49% 3,492,162 0
natural person
Top ten shareholders with tradable shares held
Type of shares
Shareholder’s name Amount of tradable shares held
Type Amount
Domestically
GUOTAI JUNAN SECURITIES(HONGKONG)
91,729,402 listed foreign 91,729,402
LIMITED
shares
Domestically
Shanghai H.K. Wangguo Securities 20,663,524 listed foreign 20,663,524
shares
China Everbright Securities (HK) Limited 12,320,410 Domestically 12,320,410
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承德南江股份有限公司 2013 年第一季度报告正文
listed foreign
shares
Domestically
Zhou Xiaomin 7,291,500 listed foreign 7,291,500
shares
Domestically
Wang Wensheng 7,258,007 listed foreign 7,258,007
shares
Domestically
Yu Sanxi 6,362,000 listed foreign 6,362,000
shares
Domestically
Li Tianyun 3,492,162 listed foreign 3,492,162
shares
Domestically
Liu Tingyu 3,349,809 listed foreign 3,349,809
shares
Domestically
Peng Wei 2,978,525 listed foreign 2,978,525
shares
Domestically
Zhao Ziying 2,853,616 listed foreign 2,853,616
shares
Explanation on associated relationship among the The Company is unknown whether there exists associated relationship or belongs
top ten shareholders or consistent action
to consistent actor regulated by “management method for acquisition of listed
company” among the above said shareholders.
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承德南江股份有限公司 2013 年第一季度报告正文
Section III. Significant Events
I. Particulars about material changes in items of main accounting statement and
financial index and explanations of reasons
1. Balance of monetary fund at period-end increase 25,685,870.46 yuan over that of period-begin with 31.50% up,
mainly because account of land acquisition from the government and housing payment received in this period
2. Balance of other receivables at period-end decrease 26,101,423.09 yuan over that of period-begin with 92.66%
down, mainly because the land acquisition from the government and other accounts have been collected in this
period.
3. Balance of account received in advance at period-end decrease 3,383,659.34 yuan over that of period-begin with
947.52% down, mainly because the housing payment received in advance have carried forward to income while
qualify recognition condition as income.
4. Operation income increase 16,385,409.69 yuan over that of last period with 62.08 times increased, mainly
because the housing payment, qualify recognition condition as income, has carried forward to income.
5. Business tax increase 877,802.86 yuan over that of last period with 20.9 times increased, mainly because the
recognized sales income increased in this period
6. Business profit increase 4,614,695.26 yuan over that of last period with141.51% up, mainly because the housing
payment, qualify recognition condition as income, has carried forward to income.
II. Analysis and explanation of significant events and their influence and
solutions
The “Suspension Notice of Preparation of Material Assets Reorganization” (Notice No.: 2012-048) was published
dated 26 July 2012, the Company plans to acquiring 30% equity of Tianjin Runhua Rural Water in cash, and stock
of the Company suspended since 26 July 2012, this acquisition constitute a related transaction. During the
suspension period, Progress of material assets reorganization will publish once a week. On 9 January 2013, the
“Material Assets Purchase and Report of Related Transactions (Draft)” and relevant proposals were deliberated on
13th meeting of 5th session of the Board, the aforesaid proposals have approved while related directors avoid
voting procedures. The First extraordinary shareholders’ general meeting of 2013 was held dated 25 January 2013,
the relevant proposal of reorganization have been deliberated and approved.
On 20 February 2013, the “Notice of Correction for Application Materials of Administrative Licensing” (“Notice
of Correction “for short) No.: 130102 was received by the Company from CSRC. The “Application of Material
Assets Purchase and Related Transactions of Chengde Nanjiang Co., Ltd.”, submitted by the Company was
examined by CSRC. Application materials needs supplement and correct after examination. The Company has
required submitting correct materials to acceptance department of administrative licensing of CSRC within 30
working days since the date of Notice of Correction issued.
On 27 March 2013, the “First Feedback Notice of Examination on Administrative License Projects from CSRC”
No.: 130103 was received by the Company from CSRC, relevant questions needs a written explanation and
statement. And the Company has required submitting written reply opinions to acceptance department of
administrative licensing of CSRC within 30 working days since the date of Notice issued.
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承德南江股份有限公司 2013 年第一季度报告正文
Relevant materials have been submitted to acceptance department of administrative licensing of CSRC, according
to requirement of “First Feedback Notice of Examination on Administrative License Projects from CSRC”
Announcement obligations will implement timely on the progress of material assets reorganization from the
Company.
III. Commitments make within the report period or persisted to the period by
the Company or shareholder with over 5 percent shares held
Commitment Dated for Commitment Implementat
Commitments Contents
party commitment term ion
Commitments made in Not to reducing the shares of the
Controlling In later 12
acquisition report or listed company with equity owned in 2012-04-24 Completed
shareholder months
equity change report next 12 months
1. Commitments in aspect of
independency of listed company:
For the equity changes, that is
208,324,800 shares of Chengde Dalu
Co., Ltd held by Chen Rong was
transfer, Wang Dong guarantee there
are no influence on the independent of
employee, financial, institution,
business and integrity of assets of
Chengde Dalu Co., Ltd. After
transaction, Chengde Dalu Co., Ltd
still has the ability of independent
Controlling Duration of the Implementin
operation and owes independent legal 2012-04-24
shareholder Company g
person, and continues to owes the
independency of institution, assts,
employees, production and financial.
2. Commitments for horizontal
competition: after 208,324,800 shares
of Chengde Dalu Co., Ltd held by
Chen Rong was transfer, Wang Dong
guarantee there are no or potential
horizontal competition between the
Chengde Dalu Co., Ltd and Wang
Dong and related parties of Wang
Dong
Performance compensation: the
audited net profit (based on the net
Commitments made in Controlling profit with non-recurring gains/losses 2013-1-9 Implementin
2012 to 2015
assets reorganization shareholder deduced) of Runhua Rural Water 2013-4-10 g
(Tianjin) International Trade Co., Ltd.
for year of 2012, 2013, 2014 and 2015
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承德南江股份有限公司 2013 年第一季度报告正文
should not lower the followed amount
respectively, that is 0.3063 million
yuan, 0.904 million yuan, 1.5 million
yuan and 3.4 million yuan. If the
actual net profit of Runhua RW
(Tianjin) for year of 2012, 2013, 2014
and 2015 lower than committed
amount, controlling shareholder
should perform profit compensation
obligation by agreement
Commitments made in
initial public offering or
refinancing
Other commitments for
small and medium
shareholders of the
company
Perform the
commitment promptly Yes
or not
Make commitment in
respect of the horizontal
Yes
competition and related
transaction or not
Solution term promised Duration of the Company
Solution way Implementing
Performance of
Implementing regularly
commitment
IV. Predict of the business performance from January to June 2013
Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next
report period may be loss or have great changes comparing with the same period of last year
□Applicable √Not applicable
V. Registration form for receiving research, communication and interview in the
report period
Contents discussed and
Date Place Method Type of reception Reception object
materials supplied
Material assets
Securities reorganization of the
Telephone
2013-01-10 Department of the Individual Investors
communication Company, no material
Company
required
Securities
Telephone
2013-01-29 Department of the Individual Investors Progress of investment
communication
Company
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承德南江股份有限公司 2013 年第一季度报告正文
outside and no material
required
Daily operation of the
Securities
Telephone
2013-02-24 Department of the Individual Investors Company, no material
communication
Company
required
Progress of withdrawal
Securities
Telephone
2013-03-12 Department of the Individual Investors other risk warnings, no
communication
Company
material required
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