承德南江股份有限公司 2013 半年度报告全文
CHENGDE NANJIANG CO．，LTD.
SEMI-ANNUAL REPORT 2013
August 2013
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承德南江股份有限公司 2013 半年度报告全文
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior
executives of Chengde Nanjiang 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 attended the Board Meeting for report deliberation.
The Company has no plans of cash dividend distributed, no bonus shares and
has no share converted from capital reserve either.
Li Weimin, principal of the Company, Zhao Yongsheng, person in charger of
accounting works and Liu Fengguo, person in charge of accounting organ
(accounting principal) hereby confirm that the Financial Report of Semi-Annual
Report 2013 is authentic, accurate and complete.
Note: The Report was prepared in Chinese and English respectively and, where
any discrepancy arises between the two versions in understanding, the Chinese
version shall prevail.
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承德南江股份有限公司 2013 半年度报告全文
Content
Section I Important Notice, Contents and Paraphrase........................................................................................... 2
Section II Company Profile........................................................................................................................................ 5
Section III Accounting data and summary of finnaical indexes............................................................................ 7
Section IV Report of the Board of Directors............................................................................................................ 9
Section V Important Events..................................................................................................................................... 16
Section VI Changes in shares and particular about shareholders....................................................................... 22
Section VII Directors, Supervisrs and Senior Executives ................................................................................... 26
Section VIII Financial Report.................................................................................................................................. 27
Section IX Documents Available for Reference .................................................................................................. 115
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承德南江股份有限公司 2013 半年度报告全文
Paraphrase
Items Refers to Definition
Company, The Company Refers to Chengde Nanjiang Co., Ltd.
RongYiDa Refers to Chengde RongYiDa Real Estate Development Co., Ltd.
Nanjiang Investment Refers to Chengde Nanjiang Investment Co., Ltd.
Runhua RW, Tianjin Runhua Refers to Runhua Rural Water (Tianjin) International Trade Co., Ltd.
Ecological Agriculture Refers to Chengde Nanjiang Ecological Agriculture Co., Ltd.
SZ Stock Exchange, Exchange Refers to Shenzhen Stock Exchange
CSRC Refers to China Securities Regulatory Commission
Securities Law Refers to Securities Law of the People’s Republic of China
Company Law Refers to Company Law of the People’s Republic of China
Material Assets Restructuring, the The Company acquires 30 percent equity of the Runhua Rural Water
Refers to
Restructuring (Tianjin) International Trade Co., Ltd. in cash
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承德南江股份有限公司 2013 半年度报告全文
Section II Company profile
I. Company Profile
Short form for share ST Nanjiang-B Code for share 200160
Listing stock exchange Shenzhen Stock Exchange
Chinese name of the Company 承德南江股份有限公司
Abbr. of Chinese name of the
南江 B
Company(if applicable)
English name of the
CHENGDE NANJIANG CO.,LTD
Company(if applicable)
Abbr. of English name of the
NANJIANG-B
Company(if applicable)
Legal Representative Li Weimin
II. Contact person and ways
Secretary of the Board Rep. of securities affairs
Name Li Weimin
XiaBanCheng Town, Chengde County,
Contact adds.
Hebei Province, P.R.C
Tel. 0314-3115048
Fax. 0314-3111475
E-mail liwm@nanjianggroup.com
III. Others
1. Way of contact
Whether registrations address, offices address and codes as well as website and email of the Company changed in reporting period or
not
□ Applicable √ Not applicable
Registrations address, offices address and codes as well as website and email of the Company has no change in reporting period,
found more details in Annual Report 2012.
2. Information disclosure and preparation place
Whether information disclosure and preparation place changed in reporting period or not
□ Applicable √ Not applicable
The newspaper appointed for information disclosure, website for semi-annual report publish appointed by CSRC and preparation
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承德南江股份有限公司 2013 半年度报告全文
place for semi-annual report have no change in reporting period, found more details in Annual Report 2012.
3. Registration changes of the Company
Whether registration has changed in reporting period or not
□ Applicable √ Not applicable
Date/place for registration of the Company, registration number for enterprise legal license, number of taxation registration and
organization code have no change in reporting period, found more details in Annual Report 2012.
4. Other relevant information
Whether other relevant information has changed in reporting period or not
□ Applicable √ Not applicable
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承德南江股份有限公司 2013 半年度报告全文
Section III. Accounting data and summary of financial indexes
I. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √ No
Increase/decrease in this
Current period Same period of last year
report y-o-y (%)
Operating revenue (RMB) 16,818,678.04 481,640.00 3,391.96%
Net profit attributable to shareholders of
86,021,262.29 -15,704,981.50 647.73%
the listed company(RMB)
Net profit attributable to shareholders of
the listed company after deducting -7,930,312.87 -7,740,409.84 -2.45%
non-recurring gains and losses(RMB)
Net cash flow arising from operating
-162,574,578.72 2,360,386.21 -6,987.63%
activities(RMB)
Basic earnings per share (RMB/Share) 0.12 -0.022 645.45%
Diluted earnings per share (RMB/Share) 0.12 -0.022 645.45%
Weighted average ROE (%) 54.48% --- ---
Increase/decrease in this
End of current period End of last period report-end over that of last
period-end (%)
Total assets (RMB) 381,618,302.15 193,617,124.65 97.1%
Net assets attributable to shareholder of
200,915,933.90 114,894,671.61 74.87%
listed company(RMB)
II. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
In RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP 86,021,262.29 -15,704,981.50 200,915,933.90 114,894,671.61
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承德南江股份有限公司 2013 半年度报告全文
Items and amount adjusted by IAS
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
In RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP 86,021,262.29 -15,704,981.50 200,915,933.90 114,894,671.61
Items and amount adjusted by foreign accounting rules
3. Reasons for the differences of accounting data under accounting rules in and out of China
III. Items and amounts of extraordinary profit (gains)/loss
In RMB
Item Amount Note
Gains/losses from the disposal of non-current asset (including the
94,211,992.12
write-off that accrued for impairment of assets)
Other non-operating income and expenditure except for the
-260,416.96
aforementioned items
Total 93,951,575.16 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not applicable
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承德南江股份有限公司 2013 半年度报告全文
Section IV. Report of the Board of Directors
I. Introduction
2013 is a critical year for development of the Company. The core task is to develop new main business, laying
solid foundation for future long-term stable development.
1. Orderly promoting the main business.
For the first half of the year, main business scope of the Company changed, taking new energy and new materials
as the core business, with real estate, ecological agriculture, trade connection developing along. Thus we further
accelerated the pace of transformation. During the reporting period, various main businesses were in a smooth and
orderly growth process. As for real estate, following the Qianyuan Residence was successfully completed, the
Nanjiang Huijing Tiandi located in gold section of the county has been in initial preparation. Area of the project
totaled 97627.39 sq. It’s prospected to be done by end of 2014. Nanjiang Ecological Agricultural benefits from
good natural environment and traffic advantages of Chengde, adhering to the tenet of green planting and breeding.
Now infrastructure of the modernized standard breeding places as well as large-scale planting base has been
basically completed. While the pollution-free products began to gradually be marketed. As for Chengde Morsh
Technology, the preliminary procedure for the "Collector Functional Layer Based on Application of Grapheme”
has been completed. Now preparatory work for the factory plant is ongoing.
2. Major assets reorganization completed successfully.
On May 6 of 2013, the Company received the "Approval for Assets Reorganization of Chengde Nanjiang Co. Ltd"
(SFC License [2013] No. 624) issued by China Securities Regulatory Commission, which approved the Company
to acquire 30% stake of Tianjin Runhua. The Company settled relevant procedures according to the approval
documents and authorization from the shareholders of the general shareholders as soon as possible. And on July 5,
2013 we reported implementation report about this reorganization and inspection opinions of relevant agencies.
Completion of the reorganization will provide a stable income and also lay the foundation for entering the
commodity distribution field. In future, the Company will provide funds and management support to Tianjin
Runhua in order to improve sales network and sales methods and comprehensively improve the level of
profitability.
II. Main business analysis
Introduction
1. During the reporting period, the Company's main business scope change. New business scope changes as the
following: development, sales and technology promotion and service of new energy and new materials; science
research, technology services of modern ecological agriculture; agricultural product wholesale; import and export
trade of goods and technology (not related to t state-run trade goods. When involving quota, license management
of goods we made application according to relevant provisions of the state); development, construction, sales and
management for ordinary residential and ancillary commercial facilities of Nanjiang Huijing Sedum project
(2013-12, 2013-13 two lands); property management. The 17th meeting of the 5th session of Board of Directors
reviewed it. The 3rd session of the 2013 provisional shareholders meeting approved it. And Chengde
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承德南江股份有限公司 2013 半年度报告全文
Administration for Industry and Commerce issued new business license on June 19, 2013.
2. During the reporting period, the Company achieved operating income of 16,818,678.04 Yuan, representing
year-on-year growth of 3,391.96%, including net profit attributable to owners of parent company 86,021,262.29
Yuan, up 647.73% over the previous year. By the end of the reporting period, total assets reached 381,618,302.15
Yuan, including net assets 200,915,933.90 Yuan.
Y-o-y changes of main financial data
In RMB
Y-o-y increase/decrease
Current period Same period of last year Reasons for changes
(%)
Due to the increase of
Operation revenue 16,818,678.04 481,640.00 3,391.96%
real estate sales.
Due to the increase of
Operation cost 12,003,739.65 0.00
real estate sales.
Administration expense 7,999,177.06 6,493,740.82 23.18%
Due to the decrease of
Financial cost 428,022.67 1,650,156.57 -74.06% interest expense in the
period.
More income from land
assets are recover by the
Income tax expense 4,944,803.47 28,965.25 16,971.5%
Government in the
Period
Due to the increase of
Net cash flow arising payments for purchase of
-162,574,578.72 2,360,386.21 -6,987.63%
from operation activities land inventories in the
period.
Net cash flow arising Due to receive the
from investment 195,376,676.06 -802,569.50 24,443.89% payment of recovering
activities land by the government.
Net cash flow arising Due to repayment of
-30,300,000.00 -5,504,480.80 -450.46%
from financing activities personal loans.
Due to real estate sales
Net increase of cash and and receive the payment
2,502,097.34 -3,946,664.09 163.4%
cash equivalent of recovering land by the
government.
Major changes on profit composition or profit resources in reporting period
□ Applicable √ Not applicable
No major changes on profit composition or profit resources occurred in reporting period
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承德南江股份有限公司 2013 半年度报告全文
The future development and planning extended to reporting period that published in disclosure documents as prospectus, private
placing memorandum and recapitalize statement
□ Applicable √ Not applicable
No future development and planning extended to reporting period that published in disclosure documents as prospectus, private
placing memorandum and recapitalize statement
III. Constitution of main business
In RMB
Increase or Increase or Increase or
decrease of decrease of decrease of gross
Operating Gross profit ratio
Operating cost operating revenue operating cost profit ratio over
revenue (%)
over same period over same period same period of
of last year (%) of last year (%) last year (%)
According to industries
Real estate 16,572,925.76 11,839,675.80 28.56% — — —
Other business 245,752.28 164,063.85 33.24% -48.98% — —
According to products
Development
products(Dalu
16,572,925.76 11,839,675.80 28.56% — — —
QianYuan
Neighborhood)
Other products 245,752.28 164,063.85 33.24% -48.98% — —
According to region
Chengde 16,818,678.04 12,003,739.65 28.63% 3,391.96% — —
IV. Core competitive-ness analysis
1. Market of new materials prospects. Chengde Nanjiang Investment, the wholly owned subsidiary of the
Company, entered into a project of "Collector Functional Coating Based on Grapheme” with Ningbo Morsh
Technology. The project is currently actively promoting, at the same time, some new projects and new materials in
the field of active preparation, lay the foundation for the company overall strategic transformation.
2. The Company has completed a major reorganization by acquiring Runhua RW, which has owned good
upstream and downstream channels, and a group of stable customers. The Company will take this as the
foundation, by providing funds and management support to it in future, so as to improve the sales network and
sales methods, and comprehensively improve the level of profitability.
3. The Company along with a wholly-owned subsidiary Chengde County Rong Yi Da Real Estate Development
Co., Ltd possesses a large scale of land reserve, providing a lot of financial support for future strategic
transformation.
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承德南江股份有限公司 2013 半年度报告全文
V. Investment analysis
1. Equity investment
(1) Investment
Investment
Investment in the reporting
Investment in the same period of last year(RMB) Range of the change (%)
period(RMB)
50,000,000.00 0.00
Invested company
Equity ratio in invested company
Name Main business
for listed company (%)
Research, development, sales, technical marketing
and technical services of grapheme and its
Chengde Morsh Technology Co., Ltd. application materials, power batteries and battery 90%
materials, high performance membrane materials,
nano-materials.
Cultivation and sale of cereals, edible mushrooms,
Chengde Nanjiang Ecological Agriculture
fruits and vegetables and herbs; livestock breeding 100%
Co., Ltd.
and sales.
2. Main subsidiaries and joint-stock companies analysis
Main subsidiaries and joint-stock companies
In RMB
Industry Main products or Registere Operation Operation
Name Type Total assets Net assets Net profit
involved service d capital revenue profit
Chengde
RongYiDa
Real Development and 350,331,23 202,102,083 16,672,92 1,006,570.3 90,025,827.
Real Estate Subsidiary 10000000
Estate sales of real estate 9.93 .01 5.76 3 13
Developme
nt Co., Ltd
Industrial
investment,
Chengde
investment
Nanjiang Investme 90,165,420. 899,991,289
Subsidiary management, 90000000 0.00 3,111.51 -2,888.49
Investment nt 48 .29
investment
Co., Ltd.
consulting, import
and export trade
Chengde Cultivation and
Agricultu 9,848,534.9 9,650,934.8 314,312.0
Nanjiang Subsidiary sale of cereals, 10000000 -158,684.80 -174,159.91
re 5 6 4
Ecological edible mushrooms,
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承德南江股份有限公司 2013 半年度报告全文
Agriculture fruits and
Co., Ltd. vegetables and
herbs; livestock
breeding and sales.
Research,
development,
sales, technical
marketing and
technical services
Chengde New of grapheme and
Morsh energy, its application 50,036,541. 49,874,517.
Subsidiary 50000000 0.00 -125,482.82 -125,482.82
Technology new materials, power 28 18
Co., Ltd. materials batteries and
battery materials,
high performance
membrane
materials,
nano-materials.
Production and
Chengde
Paper sales of the
Xingye US$ 250 50,598,174. 34,634,605.
Subsidiary making high-end coated --- -300.00 -300.00
Papermakin million 41 48
industry paper and serial of
g Co., Ltd.
kraft board paper
Import trade,
Runhua domestic agents
Rural Water and distributors of
(Tianjin) polyethylene 143,357,65 30,749,398.
Subsidiary Trade 30000000 --- --- ----
Internationa (PE),polypropylen 2.99 17
l Trade Co., e (PP) and other
Ltd. plastic raw
materials
3. Major project invested by non-raised funds
In ten thousand Yuan
Amount invested
Total investment Amount invested in
Project accumulative till end Progress Earnings
planned this period
of reporting period
Dalu QianYuan
9,000 1,820 8,343 100% —
Neighborhood
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承德南江股份有限公司 2013 半年度报告全文
VI. Prediction of business performance from January – September 2013
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 √ Not applicable
VII. Implementation of profit distribution in reporting period
Implementation or adjustment of profit distribution plan in reporting period, cash dividend plan and shares converted from capital
reserve in particular
□Applicable √Not applicable
The Company has no profit distribution and shares converted from capital reserve either, which was deliberated and approved in
annual shareholders’ general meeting of 2012
VIII. In the report period, reception of research, communication and interview
Contents discussed and
Time Place Way Type Reception
material provided
Individuals Progress of major asset
Security Telephone restructuring of the
2013-01-10 Investor
Department communication Company, no material
required
Individuals Investor Progress of foreign
Security Telephone
2013-01-29 investment of the Company,
Department communication
no material required
Individuals Investor Daily operations of the
Security Telephone
2013-02-24 Company, no material
Department communication
required
Individuals Investor Progress of the Company
Security Telephone canceling other risk
2013-03-12
Department communication warning, no material
required
Individuals Investor Progress of the Company's
Security Telephone
2013-04-16 new projects, no material
Department communication
required
Individuals Investor Progress of major asset
Security Telephone restructuring of the
2013-05-06
Department communication Company, no material
required
Individuals Investor Operating results of the
Security Telephone
2013-05-28 Company, no material
Department communication
required
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承德南江股份有限公司 2013 半年度报告全文
Individuals Investor Resignation reasons of the
Security Telephone Company’s directors and
2013-06-07
Department communication senior executives, no
material required
Individuals Investor Situation of asset sale of the
Security Telephone
2013-06-18 Company, no material
Department communication
required
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承德南江股份有限公司 2013 半年度报告全文
Section V. Important Events
I. Corporate governance
During the reporting period, the Company constantly improves the corporate governance structure, regulates the
operations strictly in accordance with the "Company Law", "Securities Law", "Listing Corporation Management
Standards" and other laws, regulations and relevant provisions of the securities regulatory authorities.
During the reporting period, the preparations, organization and resolution disclosure for the general meeting of
shareholders, board of directors and board of supervisors were all conducted according to the "Articles of
Association" and “Assembly Rules of Shareholders of General Meeting ", " Assembly Rules of Board of Directors
and "Assembly Rules of Board of Supervisors". All the directors, supervisors, and senior management personnel
can perform their duties with honesty, diligence. All these comply with requirements of normative documents for
the listing Corporation governance issued by China Securities Regulatory Commission.
On May 14, 2013, the Company received a survey notice issued by China Securities Regulatory Commission (No.
2013 DCTZ No. 16), which as due to that the original Chengde Dalu Co., Ltd violates relevant provisions of
securities laws and regulations. So, according to the "Securities Law", the Company was informed of an
investigation.
This investigation does not involve production and operation activities. Presently all business is operating
normally. During the investigation period, the Company will actively cooperate with China Securities Regulatory
Commission, and perform information disclosure in accordance with the progress.
II. Significant lawsuits and arbitrations of the Company
□Applicable √Not applicable
The Company has no significant lawsuits and arbitrations in reporting period
III. Question from media
□ Applicable √ Not applicable
No universal questioned by media in reporting period
IV. Transaction in assets
1. Acquisition of assets
Counterp Assets Trading Impact on Impact on Ratio of Whethe Relationsh
Disclosure
arty or acquired price (in Progress operation of the gains/losses of the profit ra ip with Disclosure
date (Note
ultimate or 10 (Note 2) Company (Note the Company contribut related counterpar index
5)
controlli replaced thousand 3) (Note 4) ed to transact ty (apply
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承德南江股份有限公司 2013 半年度报告全文
ng party Yuan) listed ion or to related
company not transaction
in total )
net profit
(%)
The acquisition
had positive Hong Kong
Ownersh impact on In the The Commercial
ip of the maintain the reporting counterpar Daily,
Lan 30% assets continuity of period, the ty was Securities
Chunhon equity of involved the Company acquisition related Times,
917.04 - Yes 2013-01-10
g, Zhao Runhua have all revenue and had no impact natural Juchao
Qinghua RW been meet the on gains and person of Website
transferre long-term losses of the the http://www.c
d development Company. Company. ninfo.com.c
needs of n
business.
2. Assets sold
Net
profit
contribu Relation
Whether
ted to ship Whether
ownersh
listed Wheth with the
Trading Impact ip of the
compan er a counter debts and
price (in on the assets
Counter Assets Date for y from Pricing related party liability Disclos
10 Compan have Disclosure index
party sold sales period-b principle transa (apply have been ure date
thousan y (Note been
egin to ction to transfer
d Yuan) 3) transfer
date for or not related totally or
totally
sale (in transacti not
or not
10 on)
thousan
d Yuan)
It has Assessed
Land positive by the Hong Kong
Reserve impact specialize Commercial
Center to the d Not Daily, Securities
2013.6. 15,016. 2013-0
of Land 0 Compan agencies, No applicab Yes No Times, Juchao
30 63 7-02
Chengd y’s the le Website
e profits transactio http://www.cninf
County semi-an n price o.com.cn
nual was
17
承德南江股份有限公司 2013 半年度报告全文
higher
than the
assessed
price.
V. Insignificant related transactions
1. Related transactions by assets acquisition and sold
Book Rela
Assess
value Trans ted
Relat ment Marke
of fer trans
ed Relat Related value t fair Date
Relate transfe price actio
trans ed Related transaction of value of
d r (in 10 n Index of
actio transa transaction explanation transfer (in 10 discl
relatio assets thous settl disclosure
n ction content on price assets thousa osur
nship (in 10 and eme
parti type setting (in 10 nd e
thousa Yuan nt
es thousan Yuan)
nd ) mod
d
Yuan) e
Yuan)
Transaction
price subject
to the result
30% equity of assets Hong Kong
Lan of Runhua appraisal Commercial
Chun RW were issued by Daily,
Relate Acqui
hong purchased assets 201 Securities
d sition 917.0
, by the evaluation 893.58 914.02 914.02 Cash 3-01 Times,
natural of 4
Zhao Company agencies who -10 Juchao
person equity
Qing in cash of has the Website
hua RMB securities http://www.c
9,170,370. practice ninfo.com.cn
qualification
Reason for the great difference
between transfer price and book value N/A
or assessment value (if applicable)
2. Other insignificant related transactions
1. On January 24, 2013, a wholly owned subsidiary of the Company-- Chengde Nanjiang Investment Company
Limited (hereinafter referred to as "Nanjiang Investment") signed a cooperation agreement with Ningbo Morsh
Technology Co. Ltd. Both sides planed to jointly set up Chengde Morsh Technology Co. Ltd. in Hebei Chengde,
18
承德南江股份有限公司 2013 半年度报告全文
with registered capital of 50,000,000 Yuan. Among them, Nanjiang Investment put in cash 45,000,000 Yuan,
accounting for 90%. While Ningbo Morsh Technology invested cash 5,000,000 Yuan, accounting for 10%.
According to "Listing Rules" issued by Shenzhen Stock Exchange, Ningbo Morsh Technology became associated
corporation of this company. This external investment constitutes a connected transaction. Details could be found
in external investment and connected transaction announcement which were reported on January 25, 2013 in the
"Securities Times", "Hong Kong Commercial Daily" and Juchao information network
(http://www.cninfo.com.cn).
Website for temporary disclosure of the significant related transaction
Announcement Date of disclosure Website for disclosure
Notice of Investment and Related Transactions 2013-01-25 Juchao Website (http://www.cninfo.com.cn)
VI. Commitments from the Company or shareholders (with over 5% shares held) in or occurred in the
previous period but continued to reporting period
Commitment Dated for Commitmen Implementati
Commitments Contents
party commitment t term on
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
Commitments in Co., Ltd. After transaction, Chengde Dalu Co.,
Duration of
report of Controlling Ltd still has the ability of independent operation Implementin
2012-04-24 the
acquisition or shareholder and owes independent legal person, and continues g
Company
equity change 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
The performance compensation commitment: net
profit (deducting non-recurring gains and losses)
for 2012, 2013, 2014 and 2015 for Runhua RW
Commitments in
Controlling (Tianjin) International Trade Co., Ltd. Implementin
assets 2013-04-10 2012-2015
shareholder Respectively can’t be less than 306,300 Yuan, g normally
reorganization
904,000 Yuan, 1,500,000 Yuan and 3,400,000
yean. If the actual net profit is less than the
promised, the controlling shareholders shall
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承德南江股份有限公司 2013 半年度报告全文
perform the obligations of profit compensation
accordingly.
In order to prevent stock price from falling after
its relisting and endanger status of the Company,
the board of directors and the senior management
make commitment: Based on Listing Rules of
Other
Shenzhen Stock Exchange and other applicable
commitments to Directors and
laws and regulations, we make a plan in next 12 In later 12 Implementin
minority senior 2013-01-09
months, increasingly hold shares of the Company months g
shareholders of executives
in secondary market using own funds. The
the Company
holding price will not exceed HK$1.3 / shares.
While the total amount of increase accumulated
will not be less than HK$10,000,000, not more
than HK$40,000,000.
Completed on
Yes
time or not
Detail reasons for
un-complement
N/A
and further plan
(if applicable)
VII. Engagement and non-reappointment of CPA
Whether the semi-annual report was audited or not
□ Yes √ No
VIII. Penalty and rectification
Type of
Conclusion (if Index of
Name Type Reasons investigation and Disclosure date
applicable) disclosure
penalty
Hong Kong
Initiated an Commercial
Chengde Dalu Violation of investigation or Daily, Securities
Co., Ltd. Other securities laws administrative N/A 2013-05-15 Times, Juchao
and regulations penalties by Website
CSRC http://www.cninf
o.com.cn
Explanation on rectification
□Applicable √ Not applicable
20
承德南江股份有限公司 2013 半年度报告全文
IX. Explanation on other significant events
1. On May 8, 2013, the Company received the "Reply on Approving Major Assets Reorganization of Chengde Nanjiang Co., Ltd”
(SFC license (2013) No. 624) issued by China Securities Regulatory Commission (hereinafter referred to as: China Securities
Regulatory Commission). This letter approved asset restructuring program of the Company. The Company handled relevant
formalities as soon as possible in accordance with the approval document and authorization of the shareholders of the General
Assembly. On July 5, 2013 the Company announced implementation report and verification opinion of relevant agencies. Details
could be found from relevant reports on Juchao Advisory Network http://www.cninfo.com.cn/.
2. On May 14, 2013, the Company received a survey notice issued by China Securities Regulatory Commission (No. 2013 DCTZ No.
16), which as due to that the original Chengde Dalu Co., Ltd violates relevant provisions of securities laws and regulations. So,
according to the "Securities Law", the Company was informed of an investigation.
This investigation does not involve production and operation activities. Presently all business is operating normally. During the
investigation period, the Company will actively cooperate with China Securities Regulatory Commission, and perform information
disclosure in accordance with the progress.
21
承德南江股份有限公司 2013 半年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in Share Capital
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capitalizat
New Proportion
Proportion Bonus ion of
Amount shares Others Subtotal Amount
(%) shares public (%)
issued
reserve
244,800,0 244,800,0
I. Restricted shares 34.66% 34.66%
00 00
244,800,0 244,800,0
1. Sponsor’s shares 34.66% 34.66%
00 00
Domestic legal person’s 23,147,30 23,147,30
3.28% 3.28%
shares 9 9
221,652,6 221,652,6
Others 31.38% 31.38%
91 91
461,520,0 461,520,0
II. Unrestricted shares 65.34% 65.34%
00 00
2. Domestically listed 461,520,0 461,520,0
65.34% 65.34%
foreign shares 00 00
706,320,0 706,320,0
III. Total shares 100% 100%
00 00
Reasons for share changed
□ Applicable √ Not applicable
Approval of share changed
□ Applicable √ Not applicable
Ownership transfer of share changes
□ Applicable √ Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□ Applicable √ Not applicable
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
□ Applicable √ Not applicable
Explanation on changes in aspect of total shares, shareholders structures as well as structure of assets and liability of the Company
□ Applicable √ Not applicable
II. Number of shares and shares held
In Share
Total shareholders at period-end 19,491
Shareholders with over 5% shares held
22
承德南江股份有限公司 2013 半年度报告全文
Amount of Number of share
Proportio Number of Amount of
Changes in holding pledged/frozen
Nature of n of shares held holding listed
Shareholders reporting unlisted
shareholder shares at circulation State of
period circulation Amount
held (%) period-end shares share
shares
Domestic natural 208,324,80
Wang Dong 29.49% 208,324,800 0 0
person 0
GUOTAI
JUNAN
Overseas legal
SECURITIES(H 14.09% 99,522,392 29,672,182 0 99,522,392
person
ONGKONG)
LIMITED
Shanghai Wanguo Overseas legal
3.44% 24,266,533 -27,17,202 0 24,266,533
(H.K) Securities person
Chengde North
Domestic non-state
Industrial 2.62% 18,517,651 0 18,517,651 0
owned legal person
Corporation
Domestic natural
Wang Zhengsong 1.89% 13,327,891 0 13,327,891 0
person
China Everbright
Overseas legal
Securities (HK) 1.69% 11,953,703 --- 0 11,953,703
person
Limited
Domestic natural
Wang Wensheng 1.03% 7,258,007 0 0 7,258,007
person
Domestic natural
Zou Xiaomin 0.94% 6,670,000 -3,115,900 0 6,670,000
person
Domestic natural
Yu Sanxi 0.83% 5,885,000 -2,397,000 0 5,885,000
person
Domestic natural
Li Tianyun 0.58% 4,080,000 --- 0 4,080,000
person
The Company is unknown whether there exists associated relationship or belongs to
Explanation on associated relationship
consistent actor regulated by “management method for acquisition of listed company”
among the aforesaid shareholders
among the above said shareholders.
Particulars about the shares held by the top ten unrestricted shareholders
Type of shares
Shareholders Amount of circulated shares held at period-end
Type Amount
GUOTAI JUNAN Domestically
SECURITIES(HONGKONG) 99,522,392 listed foreign 99,522,392
LIMITED shares
23
承德南江股份有限公司 2013 半年度报告全文
Domestically
Shanghai Wanguo (H.K) Securities 24,266,533 listed foreign 24,266,533
shares
Domestically
China Everbright Securities (HK)
11,953,703 listed foreign 11,953,703
Limited
shares
Domestically
Wang Wensheng 7,258,007 listed foreign 7,258,007
shares
Domestically
Zou Xiaomin 6,670,000 listed foreign 6,670,000
shares
Domestically
Yu Sanxi 5,885,000 listed foreign 5,885,000
shares
Domestically
Li Tianyun 4,080,000 listed foreign 4,080,000
shares
Domestically
Liu Tingyu 3,399,809 listed foreign 3,399,809
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
Expiation on associated relationship
It is unknown whether the shareholders just mentioned belong to consistent actors or have
or consistent actors within the top 10
associated relationship or regulated by the Management Regulation of Information Disclosure
un-restrict shareholders and between
on Change of Shareholding for Listed Companies.
top 10 un-restrict shareholders and
top 10 shareholders
Explanation on shareholders
involving margin business (if Not applicable
applicable)(note 4)
Whether has a buy-back agreement dealing in reporting period or not
□Yes √No
III. Changes of controlling shareholders or actual controller
Changes of controlling shareholders in reporting period
24
承德南江股份有限公司 2013 半年度报告全文
□ Applicable √ Not applicable
Changes of actual controller in reporting period
□ Applicable √ Not applicable
25
承德南江股份有限公司 2013 半年度报告全文
Section VII. Directors, Supervisors and Senior Executives
I. Changes of shares held by directors, supervisors and senior executives
□ Applicable √ Not applicable
Shares held by directors, supervisors and senior executives have no changes in reporting period, found more details in Annual Report
2012.
II. Changes of directors, supervisors and senior executives
Name Title Type Date Reason
Hu Wenxi Director Engaged 2013-01-15 More directors engaged
Deputy GM&
Wang Guozhen Engaged 2013-03-05 Appointment of senior executives
CFO
Shi Bainian Deputy GM Departure 2013-02-28 Personal reasons
Zhao Yongsheng CFO Departure 2013-03-14 Post adjustment
Director&
Hu Wenxi Departure 2013-06-05 Personal reasons
Deputy GM
Deputy GM&
Wang Guozhen Departure 2013-06-05 Personal reasons
CFO
26
承德南江股份有限公司 2013 半年度报告全文
Section VIII. Financial Report
I. Audit reports
Whether the semi-annual report was audited or not
□ Yes √ No
The financial report of this semi-annual report was unaudited
II. Financial statements
Units in Notes of Financial Statements is RMB
1. Consolidated balance sheet
Prepared by Chengde Nanjiang Co., Ltd.
In RMB
Item Closing balance Opening balance
Current assets:
Monetary funds 84,048,144.21 81,546,046.87
Settlement funds
Lending funds
Tradable financial assets 11,460,428.00
Notes receivable
Accounts receivable 4,376,000.00
Prepayments 16,013,729.23 308,292.36
Premium receivable
Reinsurance accounts receivable
Reinsurance contract reserve
receivable
Interest receivable
Dividend receivable
Other account receivable 29,317,508.21 28,169,019.64
Buying back the sale of financial
assets
Inventory 189,205,714.47 20,490,734.61
Non-current assets due within one
year
Other current assets 9,000,000.00
27
承德南江股份有限公司 2013 半年度报告全文
Total current assets 334,421,524.12 139,514,093.48
Non-current assets:
Issuance of loans and advances
Financial assets available for Sale
Held-to-maturity investment
Long-term receivables
Long term equity investment 6,613,603.40
Investment real estate
Fixed asset 10,201,959.48 24,742,103.60
Project in progress 402,587.43
Project materials
Liquidation of fixed asset
Productive biological asset 330,570.03
Oil and gas asset
Intangible asset 26,749,216.90 26,705,104.38
Development expenditure
Goodwill
Long-term deferred expenditure 1,782,617.38 734,424.92
Deferred income tax asset 1,518,810.84 1,518,810.84
Other non-current asset
Total non-current asset 47,196,778.03 54,103,031.17
Total Assets 381,618,302.15 193,617,124.65
Current Liabilities:
Short-term borrowing
Borrowing from the central bank
Deposits and interbank deposit
Borrowed capital
Transaction financial liabilities
Notes payable 90,950,000.00
Accounts payable 5,808,491.23 2,052,001.91
Account received in advance 25,498,302.37 7,120,711.50
Financial assets sold for
repurchase
Fees and commissions payable
28
承德南江股份有限公司 2013 半年度报告全文
Salary payable 6,332,916.10 6,328,453.28
Taxes payable 8,707,601.27 11,042,907.39
Interest payable
Dividend payable
Other payables 16,838,577.40 52,178,378.96
Reinsurance payables
Reserves for insurance contracts
Agency securities trading
Agency securities underwriting
Non-current liabilities due within
one year
Other current liabilities
Total current liabilities 154,135,888.37 78,722,453.04
Non-current liabilities
Long-term loans
Bonds payable
Long-term payables
Special payables
Accrued liabilities
Deferred income tax liability
Other non-current liability
Total non-current liability
Total liability 154,135,888.37 78,722,453.04
Owners’ equity (or Shareholder’s
equity):
Paid-in capital(share capital) 706,320,000.00 706,320,000.00
Capital surplus 456,470,250.78 456,470,250.78
Less: treasury stock
Special reserve
Surplus reserve 76,791,550.17 76,791,550.17
Reserve for general risks
Retained profit -1,038,665,867.05 -1,124,687,129.34
Converted difference in foreign
currency Statements
Total owner’s equity attributable to 200,915,933.90 114,894,671.61
29
承德南江股份有限公司 2013 半年度报告全文
parent company
Interest of minority shareholders 26,566,479.88
Total owners’ equity (or shareholders
227,482,413.78 114,894,671.61
equity)
Total liabilities and owners’ equity (or
381,618,302.15 193,617,124.65
shareholders equity)
Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng
Person in Charge of Accounting Department: Liu Fengguo
2. Balance Sheet of Parent Company
Prepared by: Chengde Nanjiang Co., Ltd.
In RMB
Item Closing balance Opening balance
Current assets:
Monetary fund 1,077,832.54 777,456.70
Tradable financial assets
Notes receivable
Accounts receivable
Prepayments
Interest receivable
Dividend receivable
Other account receivable 700,304.02 782,244.99
Inventory 157,612,750.00
Non-current assets due within one
year
Other current assets
Total current assets 159,390,886.56 1,559,701.69
Non-current assets:
Financial assets available for Sale
Held-to-maturity investment
Long-term receivables
Long term equity investment 152,284,669.73 103,114,299.73
Investment real estate
Fixed assets 1,368,590.63 666,168.02
Project in progress
30
承德南江股份有限公司 2013 半年度报告全文
Project materials
Liquidation of fixed assets
Productive biological asset
Oil and gas asset
Intangible assets 15,911,799.94 16,123,971.52
Development expenditure
Goodwill
Long-term deferred expenditure
Deferred income tax asset
Other non-current assets
Total non-current assets 169,565,060.30 119,904,439.27
Total assets 328,955,946.86 121,464,140.96
Current liabilities:
Short-term borrowing
Transaction financial liabilities
Notes payable
Accounts payable
Account received in advance
Salary payable 198,822.00 189,016.48
Taxes payable -42,937.25 -52,171.87
Interest payable
Dividend payable
Others payables 311,035,806.59 99,848,758.92
Non-current liabilities due within
one year
Other current liabilities
Total current liabilities 311,191,691.34 99,985,603.53
Non- current liabilities:
Long-term loans
Bonds payable
Long-term payables
Special payables
Accrued liabilities
Deferred income tax liability
31
承德南江股份有限公司 2013 半年度报告全文
Other non-current liability
Total non-current liability
Total liabilities 311,191,691.34 99,985,603.53
Owners’ equity (or Shareholder’s
equity):
Paid-in capital(share capital) 706,320,000.00 706,320,000.00
Capital surplus 449,365,886.69 449,365,886.69
Less: treasury stock
Special reserve
Surplus reserve 76,791,550.17 76,791,550.17
Reserve for general risks
Retained profit -1,214,713,181.34 -1,210,998,899.43
Converted difference in foreign
currency
Total owners’ equity (or shareholders
17,764,255.52 21,478,537.43
equity)
Total liabilities and owners’ equity (or
328,955,946.86 121,464,140.96
shareholders equity)
Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng
Person in Charge of Accounting Department: Liu Fengguo
3. Consolidated Income Statements
Prepared by: Chengde Nanjiang Co., Ltd.
In RMB
Item Current Amount Amount of the Previous Period
I. Total operation revenue 16,818,678.04 481,640.00
Including: Operating revenue 16,818,678.04 481,640.00
Interest income
Earned premium
Fee and commission
income
II Total Operating cost 19,894,604.22 8,193,084.59
Including: Operating costs 12,003,739.65 0.00
Interest costs
Fee and commission costs
32
承德南江股份有限公司 2013 半年度报告全文
Cash surrender
Net compensation expenses
Net extraction reserves for
insurance contracts
Policy dividend payout
Reinsurance expense
Business tax and surcharge 911,510.90 49,187.20
Sales expenses
Administrative expenses 7,999,177.06 6,493,740.82
Financial expenses 428,022.67 1,650,156.57
Asset impairment losses -1,447,846.06
Add: gains from changes of
fair value (Loss is listed with “-”)
Investment gain (Loss is
77,868.49
listed with “-”)
Including: Investment gains
on affiliated Company and joint venture
Exchange gains (Loss is
listed with “-”)
III. Operating profits (Loss is listed
-2,998,057.69 -7,711,444.59
with “-”)
Add: Non-operating income 94,235,507.01
Less: Non-operating expenditure 283,931.85 9,919,013.80
Including: Disposal loss on
8,762,601.63
non-current liability
IV Total profits (Total loss is listed with
90,953,517.47 -17,630,458.39
“-”)
Less: Income tax expenses 4,944,803.47 28,965.25
V. Net profit (Net loss is listed with “-”) 86,008,714.00 -17,659,423.64
Including: Net profit generated by
combined party before merged
Net profit attribute to owners of
86,021,262.29 -15,704,981.50
parent company
Minority interest -12,548.29 -1,954,442.14
VI. Earnings per share(EPS) -- --
(i) Basic Earnings per share(EPS) 0.12 -0.022
33
承德南江股份有限公司 2013 半年度报告全文
(ii) Diluted Earnings per
0.12 -0.022
share(EPS)
VII. Other consolidated income
VIII. Total consolidated income 86,008,714.00 -17,659,423.64
Total consolidated income
attributable to owners of parent 86,021,262.29 -15,704,981.50
company
Total consolidated income
-12,548.29 -1,954,442.14
attributable to minority shareholders
Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng
Person in Charge of Accounting Department: Liu Fengguo
4. Profit Statement of parent company
Prepared by: Chengde Nanjiang Co., Ltd.
In RMB
Items Current Amount Amount of the Previous Period
I. Operation revenue 20,183.93 0.00
Less: Operating costs 16,666.64 0.00
Business tax and surcharge
Sales expenses
Administrative expenses 3,727,090.00 639,530.65
Financial expenses -300.80 15.50
Asset impairment losses
Add: gains from changes of fair
value(Loss is listed with “-”)
Investment gain(Loss is listed
with “-”)
Including: Investment gains
on affiliated Company and joint venture
III. Operating profits (Loss is listed
-3,723,271.91 -639,546.15
with “-”)
Add: Non-operating income 13,990.00
Less: Non-operating expenditure 5,000.00
Including: Disposal loss on
non-current liability
III. Total profit (Loss is listed with “-”) -3,714,281.91 -639,546.15
Less: Income tax expenses
34
承德南江股份有限公司 2013 半年度报告全文
IV. Net profit (net loss is listed with “-”) -3,714,281.91 -639,546.15
V. Earnings per share(EPS): -- --
(i) Basic Earnings per share(EPS)
(ii) Diluted Earnings per
share(EPS)
VI. Other consolidated income
VII. Total consolidated income -3,714,281.91 -639,546.15
Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng
Person in Charge of Accounting Department: Liu Fengguo
5. Consolidated Cash Flow Statement
Prepared by: Chengde Nanjiang Co., Ltd.
单位：元
Items Current Amount Amount of the Previous Period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 19,460,726.98 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
35
承德南江股份有限公司 2013 半年度报告全文
Write-back of tax received
Other cash received concerning
34,121,294.98 2,131,881.19
operating activities
Subtotal of cash inflow arising from
53,582,021.96 27,213,378.27
operating activities
Cash paid for purchasing
commodities and receiving labor 171,080,376.89 14,998,621.22
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 workers 1,935,408.16 1,270,834.36
Taxes paid 11,507,173.62 3,245,986.75
Other cash paid concerning
31,633,642.01 5,337,549.73
operating activities
Subtotal of cash outflow arising from
216,156,600.68 24,852,992.06
operating activities
Net cash flows arising from operating
-162,574,578.72 2,360,386.21
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
9,000,000.00
investment
Cash received from investment
77,868.49
income
Net cash received from disposal of
fixed, intangible and other long-term 131,328,521.00
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning 57,483,537.07
36
承德南江股份有限公司 2013 半年度报告全文
investing activities
Subtotal of cash inflow from investing
197,889,926.56
activities
Cash paid for purchasing fixed,
2,513,250.50 102,569.50
intangible and other long-term assets
Cash paid for investment
Net increase of mortgaged loans
Net cash paid for obtaining
subsidiaries and other units
Other cash paid concerning
700,000.00
investing activities
Subtotal of cash outflow from investing
2,513,250.50 802,569.50
activities
Net cash flows arising from investing
195,376,676.06 -802,569.50
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
5,000,000.00
investment
Including: Cash received from
absorbing minority shareholders’
investment by subsidiaries
Cash received from loans
Cash received from issuing bonds
Other cash received concerning
financing activities
Subtotal of cash inflow from financing
5,000,000.00
activities
Cash paid for settling debts 35,300,000.00
Cash paid for dividend and profit
2,414,480.80
distributing or interest paying
Including: Dividend and profit of
minority shareholder paid by
subsidiaries
Other cash paid concerning
3,090,000.00
financing activities
Subtotal of cash outflow from financing
35,300,000.00 5,504,480.80
activities
37
承德南江股份有限公司 2013 半年度报告全文
Net cash flows arising from financing
-30,300,000.00 -5,504,480.80
activities
IV. Influence on cash and cash
equivalents due to fluctuation in
exchange rate
V. Net increase of cash and cash
2,502,097.34 -3,946,664.09
equivalents
Add: Balance of cash and cash
81,546,046.87 5,517,692.29
equivalents at the period -begin
VI. Balance of cash and cash
84,048,144.21 1,571,028.20
equivalents at the period -end
Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng
Person in Charge of Accounting Department: Liu Fengguo
6. Cash Flow Statement of parent company
Prepared by: Chengde Nanjiang Co., Ltd.
In RMB
Item Current Amount Amount of the Previous 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
44,065,925.29 283,269.76
operating activities
Subtotal of cash inflow arising from
44,065,925.29 283,269.76
operating activities
Cash paid for purchasing
commodities and receiving labor 153,850,000.00
service
Cash paid to/for staff and workers 590,449.08 17,900.00
Taxes paid 3,823,299.85 50.00
Other cash paid concerning
2,943,238.52 265,319.76
operating activities
Subtotal of cash outflow arising from
161,206,987.45 283,269.76
operating activities
Net cash flows arising from operating
-117,141,062.16 0.00
activities
38
承德南江股份有限公司 2013 半年度报告全文
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 other long-term
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing
activities
Cash paid for purchasing fixed,
737,062.00
intangible and other long-term assets
Cash paid for investment 49,170,370.00
Net cash paid for obtaining
subsidiaries and other units
Other cash paid concerning
investing activities
Subtotal of cash outflow from investing
49,907,432.00
activities
Net cash flows arising from investing
-49,907,432.00
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
investment
Cash received from loans 167,348,870.00
Cash received from issuing bonds
Other cash received concerning
financing activities
Subtotal of cash inflow from financing
167,348,870.00
activities
Cash paid for settling debts
Cash paid for dividend and profit
39
承德南江股份有限公司 2013 半年度报告全文
distributing or interest paying
Other cash paid concerning
financing activities
Subtotal of cash outflow from financing
activities
Net cash flows arising from financing
167,348,870.00
activities
IV. Influence on cash and cash
equivalents due to fluctuation in
exchange rate
V. Net increase of cash and cash
300,375.84 0.00
equivalents
Add: Balance of cash and cash
777,456.70 4,019.80
equivalents at the period -begin
VI. Balance of cash and cash
1,077,832.54 4,019.80
equivalents at the period -end
Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng
Person in Charge of Accounting Department: Liu Fengguo
7. Consolidated Statement on Changes of Owners' Equity
Prepared by: Chengde Nanjiang Co., Ltd.
Current Amount
In RMB
Current Amount
Owners' equity attributable to the parent company
Interest of
Paid-in Reserve Total
Item Less: minority
capital(s Capital Special Surplus for Retaine owners’
treasury Other sharehold
hare surplus reserve reserve general d profit equity
stock ers
capital) risks
-1,124,6
I. Balance at the end of last 706,320 456,470, 76,791, 114,894,67
87,129.3
year ,000.00 250.78 550.17 1.61
4
Add: Changes of
accounting policy
Error correction of
previous period
Others
II. Balance at the beginning of 706,320 456,470, 76,791, -1,124,6 114,894,67
this year ,000.00 250.78 550.17 87,129.3 1.61
40
承德南江股份有限公司 2013 半年度报告全文
4
III. Increase/ Decrease in this
86,021,2 26,566,47 112,587,74
year (Decrease is listed
62.29 9.88 2.17
with'"-")
86,021,2 86,021,262
(i) Net profit
62.29 .29
(ii) Other consolidated income
86,021,2 86,021,262
Subtotal of (i)and (ii)
62.29 .29
(III) Owners' devoted and 26,566,47 26,566,479
decreased capital 9.88 .88
1. Owners' devoted capital
2. Amount calculated into
owners' equity paid in shares
26,566,47 26,566,479
3. Others
9.88 .88
(IV)Profit distribution
1. Withdrawal of surplus
reserves
2. Withdrawal of general risk
provisions
3. Distribution for owners
(shareholders)
4. Others
(V) Carrying forward internal
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) Special reserve
1. Withdrawal in this period
2. Usage in this period
(VII) Other
41
承德南江股份有限公司 2013 半年度报告全文
-1,038,6
IV. Balance at the end of the 706,320 456,470, 76,791, 26,566,47 227,482,41
65,867.0
report period ,000.00 250.78 550.17 9.88 3.78
5
Amount in last year
In RMB
Amount in last year
Owners’ equity attributable to the parent company
Interest of
Paid-in Reserve Total
Items Less: minority
capital(s Capital Special Surplus for Retaine owners’
treasury Other sharehold
hare surplus reserve reserve general d profit equity
stock ers
capital) risks
-1,157,5
I. Balance at the end of last 706,320 449,365, 76,791, 11,171,69 86,067,630
81,498.1
year ,000.00 886.69 550.17 2.12 .82
6
Add: retroactive
adjustment arising from
enterprise consolidation under
the same control
Add: Changes of
accounting policy
Error correction of
previous period
Other
-1,157,5
II. Balance at the beginning of 706,320 449,365, 76,791, 11,171,69 86,067,630
81,498.1
this year ,000.00 886.69 550.17 2.12 .82
6
III. Increase/ Decrease in this
7,104,36 32,894,3 -11,171,6 28,827,040
year (Decrease is listed
4.09 68.82 92.12 .79
with’”-”)
32,894,3 32,894,368
(i) Net profit
68.82 .82
7,104,36 7,104,364.
(II) Other consolidated income
4.09 09
7,104,36 32,894,3 39,998,732
Subtotal of (i)and (ii)
4.09 68.82 .91
(III) Owners’ devoted and -11,171,6 -11,171,69
decreased capital 92.12 2.12
1. Owners’ devoted capital
2. Amount calculated into
owners’ equity paid in shares
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承德南江股份有限公司 2013 半年度报告全文
-11,171,6 -11,171,69
3. Others
92.12 2.12
(IV)Profit distribution
1. Withdrawal of surplus
reserves
2. Withdrawal of general risk
provisions
3. Distribution for owners
(shareholders)
4. Others
(V) Carrying forward internal
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) Special reserve
1. Withdrawal in this period
2. Usage in this period
(VII) Other
-1,124,6
IV. Balance at the end of the 706,320 456,470, 76,791, 114,894,67
87,129.3
report period ,000.00 250.78 550.17 1.61
4
Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng
Person in Charge of Accounting Department: Liu Fengguo
8. Statement on Changes of Owners' Equity of Parent Company
Prepared by: Chengde Nanjiang Co., Ltd.
Current Amount
In RMB
Current Amount
Paid-in Less: Reserve Total
Items Capital Special Surplus Retained
capital(sha treasury for general owners’
surplus reserve reserve profit
re capital) stock risks equity
I. Balance at the end of last year 706,320,00 449,365,88 76,791,550 -1,210,998, 21,478,537
43
承德南江股份有限公司 2013 半年度报告全文
0.00 6.69 .17 899.43 .43
Add: Changes of accounting
policy
Error correction of
previous period
Other
II. Balance at the beginning of 706,320,00 449,365,88 76,791,550 -1,210,998, 21,478,537
this year 0.00 6.69 .17 899.43 .43
III. Increase/ Decrease in this -3,714,281. -3,714,281.
year (Decrease is listed with’”-”) 91 91
-3,714,281. -3,714,281.
(i) Net profit
91 91
(II) Other consolidated income
-3,714,281. -3,714,281.
Subtotal of (i)and (ii)
91 91
(III) Owners’ devoted and
decreased capital
1. Owners’ devoted capital
2. Amount calculated into
owners’ equity paid in shares
3. Others
(IV)Profit distribution
1. Withdrawal of surplus reserves
2. Withdrawal of general risk
provisions
3. Distribution for owners
(shareholders)
4. Others
(V) Carrying forward internal
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
44
承德南江股份有限公司 2013 半年度报告全文
(VI) Special 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 -1,214,713, 17,764,255
report period 0.00 6.69 .17 181.34 .52
Amount in last year
In RMB
Amount in last year
Paid-in Less: Reserve Total
Item Capital Special Surplus Retained
capital(sha treasury for general owners’
surplus reserve reserve profit
re capital) stock risks equity
706,320,00 449,365,88 76,791,550 -1,198,107, 34,369,915
I. Balance at the end of last year
0.00 6.69 .17 521.80 .06
Add: Changes of accounting
policy
Error correction of previous
period
Other
II. Balance at the beginning of 706,320,00 449,365,88 76,791,550 -1,198,107, 34,369,915
this year 0.00 6.69 .17 521.80 .06
III. Increase/ Decrease in this -12,891,37 -12,891,37
year (Decrease is listed with’”-”) 7.63 7.63
-12,891,37 -12,891,37
(i) Net profit
7.63 7.63
(II) Other consolidated income
-12,891,37 -12,891,37
Subtotal of (i)and (ii)
7.63 7.63
(III) Owners’ devoted and
decreased capital
1. Owners’ devoted capital
2. Amount calculated into
owners’ equity paid in shares
3. Others
(IV)Profit distribution
1. Withdrawal of surplus reserves
2. Withdrawal of general risk
45
承德南江股份有限公司 2013 半年度报告全文
provisions
3. Distribution for owners
(shareholders)
4. Others
(V) Carrying forward internal
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) Special 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 -1,210,998, 21,478,537
report period 0.00 6.69 .17 899.43 .43
Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng
Person in Charge of Accounting Department: Liu Fengguo
III. Company profile
(I) Historical development of the Company
Chengde Nanjiang Co., Ltd. (Hereinafter referred to as "Nanjiang" or the "the Company") was formerly known as
Chengde Dixian Knitting Co., Ltd., and was reorganized on 3 November 1999 by sponsorship, approved by the
People's Government of Hebei Province with the issue of Ji Gu Ban [1999]No.: 36 with license of the business
corporation obtained from Hebei Administration for Industry & Commerce; registered capital while established
amounting as RMB 100,000,000, and RMB 1.00 per share. Among the abovementioned, RMB 85.10 million
contributed by Wang Shuxian, representing 7.56 percent of the registered capital; Wang Zhengsong invested RMB
5.4444 million with 5.44 percent in total registered capital presented; Chengde Longfeng Cosmetics Co., Ltd.
contributed RMB 0.9456 million, a 0.95 percent in registered capital and RMB 0.9456 million contributed by
Chengde Xiabancheng Hongxing Plastics Products Plant with 0.95 percent in registered capital presented.
On 29 August 2000, according to the Zheng Jian Fa Xing Zi [2000] No.: 121 issued by the China Securities
46
承德南江股份有限公司 2013 半年度报告全文
Regulatory Commission, the Company issued 100,000,000 domestically listed foreign shares in Shenzhen Stock
Exchange dated 19 September 2000; and excised the over-allotment option to increase issuing 15,000,000 B
shares from September 29, 2000 to October 29, 2000. The registered capital of the Company after the issuance of
B shares was RMB 215,000,000 with one Yuan of face value per share.
According to the resolution of the shareholder’s general 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 shareholder’s general 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 as a foreign investment limited liability company.
In 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 shareholder’s general 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 Chen Rong for 45,491,544 Yuan, and on August 15,
2008, 96,000,000 sponsor shares held by Wang Shuxian was compensated to Chen Rong for 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 domestically listed foreign shares in 2004 and allotted 2 bonus
shares free for every 10 shares in 2006; and it agreed that 208,324,800 shares of Dixian stock held by Wang
Shuxian was changed to Chen Rong ; as well as the name of the Company changed to Chengde Dalu Co., Ltd.
Total share capital of the Company was 706,320,000 shares and the registered capital of the Company was
706,320,000 Yuan after the Company’s share increased and allotted,
47
承德南江股份有限公司 2013 半年度报告全文
On 23 August 2011, the Company received the enterprise corporate business license issued from Chengde
Administration for Industry and Commerce, register serial was No.: 130000400001225; registered capital and
paid-up capital was 706.32 million Yuan with corporate type of limited liability company (Sino-foreign joint
venture, listed)
On April 6, 2012, Chen Rong, shareholder of Company, signed a share transfer agreement with Mr. Wang Dong
for transferred all of the 208,324,800 shares held by himself (accounting for 29.49% of total capital of the
Company) to Mr. Wang Dong; After equity transfer the above mentioned, capital contribution proportion of the
shareholders of the Company were: 208.3248 million Yuan invested by Wang Dong, representing 29.49 percent of
the register capital; 18517651 Yuan contributed by Hebei Chengde Northern Industrial Corporation, representing
2.62 percent of the register capital; 13327891 Yuan invested by Wang Zhengsong, a 0.33 percent in register capital;
2314829 Yuan invested by Chengde Xiabancheng Hongxing Plastics Products Plant, a 0.33 percent in register
capital and 461.52 million Yuan contributed by shareholders of domestically listed foreign shares, representing
65.34 percent of the register capital.
On 19 September 2012, being verified and approved by Chengde Administration for Industry and Commerce, the
Company’s name changed as Chengde Nanjiang Co., Ltd.
Business scope: R&D and sales of new energy, and new material products as well as technology promotion and
technical service; scientific research of modern eco-agriculture and technology promotion service, wholesales of
eco-agriculture products; import and export trade of goods and technology; development and construction as well
as sales and operation of general residential and supporting commercial facilities for the two lands of Nanjiang
Huijing Tiandi (2013-12 and 2013-13); property management.
Nanjiang’s subsidiary, Chengde County Rongyida Real Estate Development Company Limited, is engaged in real
estate development.
(II) Nature of business
Nanjiang engaged in the field of new energy & new materials, real estate and trading.
(III) Business scope
Licensee-operated items: development and operation of real estate
General business items: R&D and sales of new energy, and new material products as well as technology
promotion and technical service; scientific research of modern eco-agriculture and technology promotion service,
wholesales of eco-agriculture products; import and export trade of goods and technology
(IV) Main products and labor service
Sales of the development products of real estate as well as the sales of animal and plant breeding plant products
(V) Basic framework of the Company
48
承德南江股份有限公司 2013 半年度报告全文
The high authority of the Company is shareholders’ general meeting, implemented the general-manager
responsibility system under the leadership of the Board. Set up the functional department of security,
administrative, H&R, financial, auditing, sales, business department and research center etc. according to the
requirement of business development.
IV. Main Accounting policy, estimate and previous errors
1. Basis Preparation of the Financial Statements
The financial statements of the Company is prepared based on the going-concern in accordance with the actually
occurred transactions and events and the “Accounting Standards for Business Enterprises – Basic Standards” and
38 specific accounting standards promulgated by the ministry of finance on 15th, Feb., 2006, the subsequently
promulgated application guide and interpretation of the accounting standards for business enterprises and other
relevant provisions (hereinafter collectively referred to as “ASBE”), and China Securities Regulatory Commission
“information disclosure regulations No.15 for the companies publicly issuing securities - general provisions of
financial reports” (2010 Revision)
2. Statement of Compliance with the Accounting Standards for Business Enterprises
The financial statements prepared by the Company meet the requirements of the Accounting Standards for
Business Enterprises; truthfully and completely reflect the financial status, operation results and cash flow etc. of
the Company.
3. Fiscal period
The fiscal year of the Company is from 1 January to 31 December on basis of Gregorian calendar.
4. Book-keeping currency
The Company adopts RMB (CNY) as the currency when preparing this financial statement.
5. Accounting treatment for business merge under the common/different control
(1) Business merger under the common control
As for business merger under the common control, the assets and liability obtained by merging party in business
merge should be measured by the book value of the merged party at date of business merger. The balance between
the book value of the net asset obtained by the merging party and the book value of the merger consideration (or
the total face value of the issued shares) paid by the merging party, and adjust the capital reserve; for the capital
reserve insufficient to reduce, adjust the retained earnings.
In case of different acounting policy adoped by the parties in business merger, the Company shall adjusted on
consolidation date in line with the accounting policy of the Company, and recognized on that basis according to
the Accounting Standards for Business Enterprises (ASBE).
49
承德南江股份有限公司 2013 半年度报告全文
(2) Business merger under the different control
As for the business merger under the different control, the merger costs refers to the assets paid by the acquirer for
obtaining the control rights of the acquiree on the acquisition date, the liabilities incurred or assumed, and the fair
value of the issued equity securities.
As for the business merger under different control achieved in stages by multiple exchanges and transactions,
relevant accounting treatment shall be made by distinguishing the individual financial statement and consolidated
financial statement:
(1) In individual financial statement, the total of book value of equity investment held by the acquiree before
acquisition date and the investment cost, which has increased, shall be consider as the initial investment cost for
the investment; If the equity of acquiree party held before acquisition date related to other consolidated
income(such as the parts reckoned into capital reserves from the variation of fair value of financial assets
available for sales, the same below), the other consolidated income shall transfer to current investment income
while disposed the investment.
(2) In consolidated financial statement, re-measured the fair value of the equity on acquisition dated for those
equity of acquiree party held before acquisition date, the difference of the fair value and its book value shall
reckoned into current investment income; If the equity of acquiree party held before acquisition date related to
other consolidated income, other consolidated income related with them shall transfer to investment income of the
period while acquisition date occurred.
As for the acquirer, the intermediary fees such as auditing, legal services and consulting services costs and other
administrative costs incurred by the business merger are charged to the current profit and loss; The transaction
costs of the equity securities or debt securities issued as the combination consideration by the acquirer are
reckoned in the initially recognized amount of the equity securities or debt securities.
The balance of which the merger costs are more than the net identifiable assets’ fair value share of the acquiree
obtained in the merger is recognized as goodwill. For those whose merger costs are less than the net identifiable
assets’ fair value share of the acquiree obtained in the merger, while those whose merger costs are still less than
the net identifiable assets’ fair value share of the acquiree obtained in the merge after rechecking, reckon its the
balance in the current profit and loss.
6. Preparing method of consolidated financial statements
(1) Preparing method of consolidated financial statements
Based on control, the Company takes all the subsidiaries into the consolidation scope of financial report.
50
承德南江股份有限公司 2013 半年度报告全文
When preparing the consolidated financial statements, for the accounting policies adopted by the subsidiaries and
the Company being inconsistent during the accounting time period, adjust in accordance with the accounting
policies of the Company and the financial statements of the subsidiaries during the accounting time period.
The consolidated financial statements are prepared by the Company based on the individual financial statement of
the Company and subsidiaries by reference to other related information after adjustment to the long term equity
investments of the subsidiaries at equity method.
The influence on consolidated balance sheet, consolidated profit statement, consolidated cash flow statement and
consolidated changes of owners’ equity from inner transactions shall be neutralized between the Company and its
subsidiaries and between the subsidiaries while prepared the consolidated financial statement.
Reduce the minority interest for those that the subsidiaries’ losses shared by the minority shareholders exceed the
shares that the minority shareholders gained from the owner's equity at the beginning period of this subsidiary.
In reporting period, for the subsidiaries increased by the business merger under the common control, opening
amount of the consolidated balance sheet shall be adjusted; the revenue, expenses and profit of the subsidiary
from the beginning period of the merger to end of the Period shall included in the consolidated profit statement;
and the cash flow statement of the subsidiary from the beginning period of the merger to end of the Period shall
included in consolidated cash flow statement.
In reporting period, for the subsidiaries increased by the business merger under the different control, don’t adjust
the opening amount of the consolidated balance sheet; the revenue, expenses and profit of the subsidiary from the
purchase date to end of the Period shall included in the consolidated profit statement; and the cash flow statement
of the subsidiary from the purchase date to end of the Period shall included in consolidated cash flow statement.
In reporting period, as for the disposed subsidiaries, the revenue, expenses and profit of the subsidiary from the
beginning of the Period to disposal date shall included in the consolidated profit statement; and the cash flow
statement of the subsidiary from the beginning of the Period to disposal date shall included in consolidated cash
flow statement.
When losing the control rights of the original subsidiaries because of disposing some equity investment or other
reasons, in consolidated financial statement, re-measure the residual equity in accordance with its fair value on the
date of losing the control rights. Use the sum of the consideration obtained by disposing the stock rights and the
fair value of the residual equity to minus the balance among the net assets’ shares of the original sub companies
continuously calculated since the acquisition date in accordance with the original shareholding ratio, and then
reckon in the current investment income when losing the control rights. Transfer the other consolidated incomes
related to the equity investment of the original subsidiaries to the current investment income when losing the
control rights.
51
承德南江股份有限公司 2013 半年度报告全文
7. Determination criteria of cash and cash equivalent
When prepared the cash flow statement, the stock cash and deposits available for payment at any time of the
Company are recognized as cash. The investment with the follow characters obtained at the same time are
recognized as cash equivalent: short term (expire within 3 months commencing from purchase day), active
liquidity, easy to convert to already-known cash, and small value change risks.
8. Foreign currency business and foreign currency statement translation
(1)Foreign currency business
The foreign currency business shall be translated to the RMB amount at the spot exchange rate on the transaction
date.
For the foreign currency monetary items translated at the spot exchange rate, all differences are included in the
current gains/losses except for the differences arising from foreign currency borrowings related to the acquisition
or construction of fixed assets which are qualified for capitalization. The foreign currency non-monetary items
measured at historical cost shall still be measured by the functional currency translated at the spot exchange rate
on the date of the transaction without its book-keeping currency changed. Foreign currency non-monetary items
measured at fair value are translated at the spot exchange rate on the date of determination of the fair value, the
translation differences occurred will included in the current gains/losses or capital reserves.
(2) Foreign currency statement translation
The assets and liabilities items in the balance sheet are translated at the spot rate of the balance sheet date; as for
owners’ equity items, items are translated at the spot rate of the occurrence date other than the item of “retained
profit”. In profit statement, revenue and expense items are translated at the spot rate of the transaction occurrence
date. The balance arising from the translation of foreign currency financial statements on above-mentioned, such
balance are separately listed in the owners’ equity in balance sheet.
When disposal of any overseas business, the balance arising from the translation of foreign currency financial
statements, which related to the overseas business, listed under the owners’ equity in balance sheet shall transfer to
disposal of current gains/losses from item of owners’ equity; while part of the overseas business disposed, the
balance arising from the translation of foreign currency financial statements shall transfer to disposal of current
gains/losses by disposal proportion.
9. Financial instruments
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承德南江股份有限公司 2013 半年度报告全文
Financial instruments including financial assets, financial liability and equity instrument
(1) Classification of financial instruments
In terms of purposes of obtained and holding the financial assets and financial liability undertake, the Company
divides them into financial assets and financial liability, measured by fair value and with variation of fair value
reckoned into current gains/losses, which including transactional financial assets or financial liability ( and
financial assets and financial liability, measured by fair value and with variation of fair value reckoned into
current gains/losses appointed directly); held-to-maturity investment, account receivables, financial assets
available for sales and other financial liability etc.
(2) Recognition basis and measurement method for financial instruments
(1) Financial assets (financial liability) measured by fair value and with variation of fair value reckoned into
current gains/losses
Amount is initially measured by the fair value while obtained (deducted cash dividend which has announced
without paid or bond interest expired without received), relevant transaction expenses reckoned into current
gains/losses.
The interest or cash dividend obtained in period of holding are recognized as investment income, the changes of
fair value shall included in current gains/losses at end of the period.
In case of disposal, the difference between the fair value and initial book-keeping amount shall recognize as
investment income, and gains/losses from change of the fair value shall be adjusted at the same time.
(2) Held-to-maturity investment
Amount is initially measured by the sum of fair value (deducted bond interest expired without received) while
obtained and relevant transaction expenses.
Interest income in period of holding shall be calculated base on amortized cost and real interest rates, and included
in investment income. The real interest rates are recognized while obtained and remain the same in expected
duration or in an applicable shorter period.
In case of disposal, the difference between the amount while obtained and book value of the investment shall
reckon into investment income.
(3) Account receivable
Account receivables represent the creditor’s right receivables formed from sales of goods and provision of labor
services, and claims of debt instrument of other enterprise held by the Company, excluding the debt instrument
that quoted in an active market, including account receivable and other account receivable etc, and are initially
measured at the contract or agreement amount receivable from the purchaser; for those which has nature of
53
承德南江股份有限公司 2013 半年度报告全文
financing, initially measured at the present value.
When recovered or disposed, the difference between the amount received and the carrying value of the account
receivables shall be recorded in current profit and loss.
(4) Financial assets available for sale
Amount is initially measured by the sum of fair value (deducted cash dividend which has announced without paid
or bond interest expired without received) while obtained and relevant transaction expenses.
Interest or cash dividend obtained in period of holding shall be recognized as investment income. At end of the
period, measured by fair value and the changes of fair value reckoned into capital reserves (other capital reserves).
When disposed, the difference between the amount received and the carrying value of the financial assets shall be
recorded in gains/losses of investment; the portion of the accumulative amount of changes in the fair value
originally recorded in the owners’ equity which corresponds to the portion whose has been disposed, reckoned
into investment gain/loss at the same time.
(5) Other financial liability
Amount is initially measured by the sum of fair value and relevant transaction expenses. The Company
subsequently stated at amortized cost.
(6) Held-to-maturity investment for sales or reclassify as financial assets available for sale:
In case that the amount of held-to-maturity investments disposed or reclassified into other categories of financial
assets is greater than the total amount of all the held-to-maturity investment of the Company before the disposal or
reclassification, the remaining held-to-maturity investment shall be recorded as financial assets available for sale
immediately after such disposal or reclassification, unless:
1 the date of disposal or reclassification is relatively close to the maturity date or redemption date of the
investment (such as three months before expiration), and change of market rate has no material affects on the fair
value of the investment.
②the enterprise has nearly recovers the entire initial principal under the payment method as agreed by contract.
③the disposal or reclassification is due to such independent matter that the enterprise is not able to control, will
not happen again as expected and can not predicted reasonably.
(3) Recognition and measurement of transfers of financial asset
In case of financial assets transfer, financial assets shall be derecognized if the financial asset, along with
54
承德南江股份有限公司 2013 半年度报告全文
substantially all the risk and return arising from the ownership of the financial asset, has been transferred to the
transferee; if the financial asset, along with substantially all the risk and return arising from the ownership of the
financial asset has reserved, the financial assets shall not be derecognized.
In judging whether the financial assets transfer satisfy the abovementioned derecognized condition, principle of
substance over form shall prevail. The Company distinguishes the transfer of financial assets as transfer totally or
transfers partially. If the transfer of financial asset totally occurred meets de-recognized condition, the balance
between the followed two amounts shall reckoned into current gains/losses:
(1) Carrying value of the financial assets transferred;
(2) Sum of the consideration, obtained due to transfer, and the accumulative amount of changes in fair value
originally recorded in the owners’ equity (applicable to the financial assets available for sale involved in the
transfer of financial assets).
If the transfer of financial asset partially occurred meets de-recognized condition, the carrying value of all transfer
of financial assets shall be amortized separately based on relatively fair value between the parts which has been
de-recognized and those parts which has not been de-recognized, the balance between the followed two amount
shall reckoned into current gains/losses:
(1) Carrying value of the parts de-recognized;
(2) Sum of the consideration from the de-recognized parts, and the accumulative amount of changes in fair value
originally recorded in the owners’ equity which corresponds to the portion whose has been de-recognized
(applicable to the financial assets available for sale involved in the transfer of financial assets).
Transfer of financial assets meets no de-recognizes condition, the financial assets shall continue to confirm, the
consideration obtained shall recognized as financial liability.
(4) Recognition condition for termination of financial liability
When the prevailing obligations of a financial liability are relieved in all or in part, the recognition of the financial
liability shall be terminated in all or partly; Where the Company enters into an agreement with a creditor so as to
substitute the existing financial liabilities by way of any new financial liability, and if the contractual stipulations
regarding the new financial liability is substantially different from that regarding the existing financial liability, it
shall terminate the recognition of the existing financial liability, and shall at the same time recognized the new
financial liability.
Where an enterprise makes substantial revisions to some or all of the contractual stipulations of the existing
financial liability, it shall terminated the recognition of the existing financial liability or part of it, and at the same
time recognize the financial liability after revising the contractual stipulations as a new financial liability.
Where the recognition of a financial liability is totally or partially terminated, the gap between the carrying
amount which has been terminated from recognition and the considerations it has paid (including the non-cash
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assets it has transferred out and the new financial liability it has assumed) shall included into the profits and losses
of the current period.
Where the Company buys back part of its financial liabilities, it shall distribute, on the repo day, the carrying
amount of the whole financial liabilities in light of the comparatively fair value of the part that continues to be
recognized and the part whose recognition has already been terminated. The gap between the carrying amount
which is distributed to the part whose recognition has terminated and the considerations it has paid (including the
non-cash assets it has transferred out and the new financial liabilities it has assumed shall be recorded into the
profits and losses of the current period.
(5) Recognition method for fair value of financial assets and financial liabilities
In case of an active market, fair value of the financial assets or financial liabilities are recognized by the quotation
in active market; in case of absence of an active market, the Company recognizes fair value by reference to
valuation technology (including reference to the price adopted by parties who are willing to make business and
knowing conditions quite well in their latest transactions, reference to prevailing fair values of other financial
instruments with similar essence, discount cash flow method and option pricing pattern etc.); as for the financial
assets initially obtained or produced at source at the financial liabilities assumed, the fair value thereof shall be
determined on the basis of the transaction price of the market.
(6) Impairment test method and impairment provision method for financial assets (not including account
receivables)
On balance sheet date, the Company conducts inspection on carrying values of financial assets, except for those
measured by fair value and its variation of fair value recorded into current gains/losses. If there is objective
evidence indicating that impairment has happened to financial assets, impairment reserve then shall be provided.
(1) Impairment reserve for financial assets available for sale:
At end of the period, if the financial assets available for sale has dramatically down in fair value, or after
comprehensively considered with various related factors, the declined trend belongs to temporary, than the
impairment shall be recognized, the cumulative losses caused by the decline of the fair value previously directly
included in the owners’ equity shall, at the time when the impairment losses are recognized, be transferred and
recognized as impairment losses.
(2) Impairment reserve for held-to-maturity investment
If there has objective evidence of impairment on held-to-maturity investment, the impairment losses shall be
recognized by the gap between its carrying value and estimated future cash flow; if there has evidence of return
for the values, the impairment losses recognized originally can be turned back, and reckoned into current
gains/losses, however, the returned carrying value should not exceed the amortized cost of the financial assets on
the date of provision reversal if assets impairment provision had not been made.
10. Recognition standards and accrual method for bad debt provision for accounts receivable
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(1) Bad debt provision for accounts receivable with single major amount
Determine basis or amount standards for single significant amount Amount with one million above
Conducts and impairment test independently, accrual bad
debt reserve on the difference between the present values of
estimated future cash flow, which is lower than its carrying
withdrawal method for account with single significant amount and
value, than reckoned into current gains/losses. For those
withdrawal single item bad debt provision
account receivable without impairment been found after
testing, accrual bade debt reserves included in the
corresponding group
(2) Accounts whose bad debts provision was accrued by combination
Methods on withdrawal of
Combination bad debt provision based on Basis for combination recognized
combination
Account receivable with same book age owns similar
Age combination Age analysis method
characteristic in credit risk
In combination, accounts whose bad debts provision was accrued by age analysis:
√Applicable □ Not-applicable
Account age Rate for receivables (%) Rate for other receivables (%)
Within one year (one year
5% 5%
included)
1－2 years 20% 20%
2－3 years 50% 50%
Over 3 years 100% 100%
In combination, withdrawal proportion of bad debt provision based on balance proportion:
□ Applicable√ Not-applicable
In combination, withdrawal proportion of bad debt provision based on other methods
□ Applicable√ Not-applicable
(3) Accounts receivable with single significant amount and bad debts provision accrued individually
There is an objective evidence of impairment which is probably about to occurred,
Reasons for withdrawal single item bad debt such as revocation from the debtor, bankruptcy or dead, and still able to recover after
provision liquidated by the bankruptcy property or heritage as well as serious insufficient cash
flow etc.
For those account receivable with objective evidence of impairment been found,
separated them from the relevant groups for impairment testing independently, and
Withdrawal method for bad debt provision impairment losses shall recognized and withdrawal bad debt reserves on the
difference between the present values of estimated future cash flow which is lower
than its carrying value,
11. Inventories
(1)Classification of inventories
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Inventories are categorized into raw materials, product in process, finished products, development cost,
development products, relocation housing and low value consumables etc.
(2)Valuing of the delivered inventory
Valuing method: Other
The Company adopts the historical cost for obtaining or the planned cost to value the inventory according to its
actual situation, and specific identification method for the development projects.
(3) Confirmation of net realizable value for the inventory and provision for inventory impairment
Making an overall check of the inventory at end of the year, withdrawal the lower one according to the cost or the
net realizable value, or adjusted the provision for inventory impairment. Withdrawal the impairment provisions
for the single inventory at end of the year.
In case the influencing factor for write-down of the inventory values has disappeared, the amount which has been
written down can be recover, and shall switch back within the inventory falling price reserves which has been
accrual originally, the amount switch back shall reckoned into current gains/losses.
(4)Inventory System
Inventory system: perpetual inventory system
(5) Amortization method for the low-value consumables and wrappage
Low-value consumables
Amortization method: one-off amortization method
Wrappage
Amortization method: one-off amortization method
12. Long-term equity investment
(1) Determination of investment cost
(1) Long-term equity investment acquired by merger of business
For the merger of enterprises under the same control, with payment of cash, transfer of non-cash assets or bearing
debt and issuance of equity securities as the consideration of the merger, the initial cost of the long-term equity
investment shall be recognized at the share of the book value of the owner’s equity of the merged enterprise. The
difference between the initial cost of the long-term equity investment and the payment of merger consideration
shall offset against the capital reserve. If the capital reserve is insufficient to offset, the retained earnings shall be
adjusted. All direct relevant expenses incurred to the Company for the merger of enterprises, including auditing
fees and assessment fees and legal fees, shall be included in the current profit and loss at occurrence. In case that
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there is consolidated financial statement of the party consolidated, the initial investment cost of long term equity
investment shall be determined based on the owners’ equity in the consolidated financial statement of such party
as at the merger date.
Merger of enterprises not under same control: In a merger of enterprises through one swap transaction, the merger
cost shall be assets paid, and liabilities incurred or borne by the Company for acquiring the control right of the
acquiree (acquirees) on the acquisition date and fair vale of the issued equity securities. All direct relevant
expenses incurred to the Company for the merger of enterprises, including intermediate expenses such as auditing,
legal service, assessment consultation and other related management expenses, shall be included in the current
profit and loss at occurrence. Transaction fees in respect of the equity securities or debt securities issued as merger
consideration shall be recorded into the initial recognition amount of such equity securities or debt securities
As for the business merger under different control achieved in stages by multiple exchanges and transactions,
relevant accounting treatment shall be made by distinguishing the individual financial statement and consolidated
financial statement: in individual financial statement, the total of book value of equity investment held by the
acquiree before acquisition date and the investment cost, which has increased, shall be consider as the initial
investment cost for the investment; If the equity of acquiree party held before acquisition date related to other
consolidated income(such as the parts reckoned into capital reserves from the variation of fair value of financial
assets available for sales, the same below), the other consolidated income shall transfer to current investment
income while disposed the investment.
In consolidated financial statement, the equity interests of the acquiree held prior to the acquisition date shall be
re-measured under the fair value of the equity interests as of the acquisition date, and the difference between the
fair value and its carry value shall be recorded in current investment income. If the equity interests of the acquiree
held prior to the acquisition date involve other comprehensive income, the other comprehensive income related to
the equity interests shall be transferred to the current investment income as of the acquisition date. If there is
agreement on such future events that may affect consolidated cost in the consolidation contract and if it is
estimated that such event may happen on acquisition date, the affected consolidated costs which could be
measured reliably shall be recorded in consolidated cost.
(2) Long-term equity investment acquired by other methods.
The initial investment cost of a long-term equity investment obtained by making payment in cash shall be
accounted for its actual cash paid.
The initial investment cost of a long-term equity investment obtained on the basis of issuing equity securities shall
be the fair value of the equity securities issued.
The initial investment cost of a long-term equity investment of an investor shall be the value stipulated in the
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investment contract or agreement (deducted the declared but not yet paid cash dividends or profits received)
except the unfair value stipulated in the contract or agreement.
The initial investment cost of a long-term equity investment of an investor shall be the value stipulated in the
investment contract or agreement except the unfair value stipulated in the contract or agreement. 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 non-monetary assets not meeting the above premises, the
book value of assets surrendered and related taxes shall be accounted as cost of assets received and the profits and
losses shall not be concluded. The initial investment cost of long-term equity investment obtained by
recombination of liabilities shall be accounted at fair value.
(2) Subsequent measurement and recognition of profit or loss
(1) Subsequent measurement
Long-term equity investments of the Company in its subsidiaries are accounted for at cost method and adjusted at
equity method when preparing the consolidated financial statements.
Investments on the subsidiary company of an investing enterprise, investees not under common control or
significant influence, and long-term equity investments not quoted in an active market and where its fair value
cannot be measured reliably shall be accounted by the cost method.
Long-term equity investments under common control or significant influence shall be accounted by the equity
method. If the initial cost of a long-term equity investment is more than the investing enterprise’s attributable
share of the fair value of the investee’s identifiable net assets for the investment, the initial cost of the long-term
equity investment may not be adjusted; if the initial cost of a long-term equity investment is lower than the
investing enterprise’ attributable share of the fair value of the investee’s identifiable net assets for the investment,
the difference shall be included in the profit or loss for the current period
Treatment for other changes in owners' equity other than the net profit or loss of the investee: where any change is
made to the owners' equity other than the net profits and losses of the investee, the book value of the long-term
equity investment shall be adjusted and be included in the owners' equity, and the capital reserves (other capital
reserves) shall be accordingly adjusted, in accordance with the attributable share of the net profits or losses of the
investee.
(2) Recognition of profit (gains) and losses
For long-term equity investment measured in the cost method, except for the declared but unpaid cash dividends
or profits contained in the payment or consideration actually made at the time of investment, the Company shall
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recognized the cash dividends or profits declared to be paid by an investee as investment yield as an investment
income.
Under the equity method, when the Company confirms that it should share losses of the investee, treatment shall
be done in following sequence: firstly, the book value of the long-term equity investment shall be reduced;
secondly, where the book value is insufficient to cover the share of losses, investment losses are recognized to the
extent of book value of long-term equity which form net investment in the investee in substance and the book
value of long-term account receivables shall be reduced; finally, after all the above treatments, if the Company is
still responsible for any additional liabilities in accordance with the provisions stipulated in the investment
contracts or agreements, accrual liabilities are recognized and included into current investment loss according to
the obligations estimated to undertake.
If the investee achieves profit in subsequent periods, the treatment is in the reversed sequence described above, i.e.
after deduct any unrecognized investment losses, reduce book value of estimated liabilities recognized, restore
book values of other long-term equity which form net investment in the investee in substance, and of long-term
equity investment, and recognize investment income at the same time.
(3)Basis of determining joint control or significant influence
Jointly control is the contractually agreed sharing of control over an economic activity, and exists only when the
strategic financial and operating decisions relating to the activity require the unanimous consent of the parties
sharing control. Significant influence is the power to participate in the financial and operating policy decisions of
investee but is not control or joint control over those polices.
(4) Testing and provision method of impairment
For long-term equity investment measured at cost, with no quoted price in active market and whose fair value can
be reliably measured, its impairment loss is determined at the difference between its book value and its present
value. For long-term equity investment which is measured at cost and has no quoted price in the active market,
and whose fair value cannot be reliably measured, the difference between its book value and the present value of
the future cash flows discounted at the prevailing market rate of return for a similar financial asset is recognized
as impairment loss. For other long-term equity investments, if the measurement result shows that the recoverable
amount of the long-term equity investment is lower than its book value; such difference shall be recognized as
impairment loss. Once recognized, the impairment loss of long-term equity investment shall not be reversed.
13. Investment real estate
Investment real estate of the company are those held for rental income or capital appreciation, or both, including
land use rights already leased out, land use rights held for sale after capital appreciation and buildings already
leased out.
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Investment real estate is measured at cost model. As for the investment real estate measured by cost
model—buildings for rented-purpose are using the same depreciation policy as the fixed assets of the Company
used, land usage right for rented-purpose using the same amortization policy as intangible assets used.
Indication of impairment is assessed, the recoverable amount shall be estimated and the impairment shall be
recognizing while the recoverable amount lower than its book value.
Impairment loss once recognized shall not be reversed.
14. Fixed assets
(1) Recognition criteria of fixed assets
Fixed assets refer to the tangible assets held for the purpose of producing commodities, rendering services, renting
or business management with useful lives exceeding one fiscal year. Fixed assets will only be recognized when all
the following criteria are satisfied:
(1) It is probable that the economic benefits relating to the fixed assets will flow into the Company;
(2) The costs of the fixed assets can be measured reliably.
(2) Method of provision for impairment of fixed assets
The fixed assets are depreciated at straight-line-method, and the depreciation rates are determined as follows
based on the results from estimated net residual values (5% of original values) deduction by original value and
estimated service life:
Category Estimated useful life (Year) Estimated residual rate (%) Annual depreciation rate (%)
Buildings and constructions 20-28 0-10% 3.56%-4.5%
Machinery equipment 4-5 0-10% 18%-22.04%
Electronic equipment 4-5 0-10% 18%-22.04%
Transportation equipment 5-20 0-10% 6.33%-23.75%
(3) Testing and provision methods of impairment of fixed assets
On balance sheet date, if there has indication that the fixed assets impaired, corresponding impairment provision
shall be accrual according to the balance of book value which is higher than its recoverable value.
15. Construction in progress
(1) Category of construction in progress
Construction in progress is measured on an individual basis.
(2) Criteria and timing for conversion of construction in progress into fixed assets
Construction-in-progress is transferred into fixed assets when it is ready for its intended use based on actual cost.
When a construction-in-progress is ready for its intended use but the actual cost is not yet determined, the
estimated cost incurred up to the date when the construction-in-progress is ready for its intended use should be
transferred into fixed asset and depreciated according to the company’s accounting policy. The cost of the fixed
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asset will be adjusted when the actual cost of the fixed asset is determined; however, no adjustments will be made
with regard to the amount depreciated since the construction-in-progress is transferred into fixed asset.
(3) Testing and provision methods of impairment of construction in progress
On balance sheet date, if there has indication that the construction in progress impaired, corresponding
impairment provision shall be accrual according to the balance of book value which is higher than its recoverable
value.
16. Borrowing costs
(1) Recognition principles of capitalization of borrowing costs
The borrowing costs of the Company which can be directly attributable to the purchase or production of the assets
qualifying for capitalization shall be capitalized and recorded in related assets cost; other borrowing expenses are
confirmed as expenses upon occurrence according to the occurrence amount and recorded in current profit and
loss.
Assets qualifying for capitalization represent those fixed assets, investment property and inventory etc. which
require quite a long time of purchase or production activities to reach the conditions for planned use or be ready
for sale.
Borrowing costs start to capitalize when the following conditions are met:
(1) Assets expenditures, which include the expenditures occurred for purchasing or producing assets qualifying for
capitalization through payment of cash, transfer of non cash assets or assuming interest debts, have occurred;
(2) Borrowing costs have occurred;
(3) Purchase or production activity for reach of the conditions for planned use or ready for sale has occurred.
If abnormal interruption occurs during the purchasing or producing assets qualifying for capitalization and the
interruption lasts over 3 months consecutively, the borrowing expenses shall stop capitalization temporarily.
Capitalization of borrowing costs should be ceased when the acquired and constructed or produced assets eligible
for capitalization have reached their intended use or sale condition.
If part items are completed and available for use separately when purchasing or producing assets qualifying for
capitalization, such part of assets shall stop capitalization in respect of their borrowing expenses.
(2) Capitalization period of borrowing costs
Capitalization period refers to the period from the beginning of capitalization to the cease of capitalization,
excluding the period of capitalization suspension of borrowing costs.
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(3) Period of capitalization suspend
If the assets qualifying for capitalization when purchasing or producing reach conditions for planned used or be
ready for sale, such assets shall stop capitalization in respect of the borrowing costs.
(4) Calculation method of capitalization amount of borrowing costs
Interest expenses (after deduction of the interest income obtained from the unused borrowing capitals as saved in
bank or investment income obtained from temporary investment) and auxiliary expenses of special borrowings are
capitalized when the assets qualifying for conditions purchased or produced reach conditions for planned use or be
ready for sale.
The interest of general borrowings which should be capitalized is calculated based on the weighted average
number of the capital expenditure that the accumulative assets expenditure exceeding special borrowings
multiplies the capitalization rate taken in general borrowings. Capitalization rate is calculated based on the
weighted average interest rate of general borrowings.
For discount or premium of borrowings, the Company determines the discount or premium amount that shall be
amortized in each accounting period under effective interest method and adjusts the interest amount for each
period.
17. Biological assets
The biological assets of the Company refer to consumptive biological assets, productive biological assets and
non-profit living assets.
Biological assets are recognized upon satisfaction of the following conditions: pup
(1) the company owns or controls the biological asset due to the past transaction or proceeding;
(2) the economic benefits or service potential related to the biological assets are likely to flow into the company;
(3) cost of the biological assets can be measured reliably.
Initial measurement for biological assets: biological assets are measured initially by cost
Subsequent measurement for biological assets: as for the productive biological assets, which has reached its
expected production operation purpose, accrual the depreciation on schedule, and reckoned into relevant
investment cost or current gains/losses respectively based on using purpose
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Acquisition and disposal of biological assets: cost of biological assets upon change of use is determined based on
the carrying value when use changes; the disposal income arising from disposal, damage or inventory losses of
biological assets less the carrying value and related taxes shall be recorded in current profit and loss.
18. Intangible assets
(1) Measurement of intangible assets
(1) The Company initially measures intangible assets at cost on acquisition;
The cost of an externally acquired intangible asset comprises its purchase price, related taxes and surcharges and
any other directly attributable expenditure of preparing the asset for its intended use. If the deferred payment of
purchase price of intangible assets exceeding normal credit terms is substantially of financial nature, the cost of
intangible assets should be recognized at the present value of the purchase price.
The intangible assets which the debtor uses to pay back the debt in debt restructuring should be recognized at the
fair value of the intangible assets. The difference between the book value of restructured debts and the fair value
of intangible assets used to pay back the debt should be recorded into the current profit and loss;
On the premise that non-monetary assets trade is of commercial nature and the fair value of the assets traded in or
out can be measured reliably, the intangible assets traded in by the trade of non-monetary assets should be
recognized at the fair value of the assets traded out, unless any unambiguous evidence indicates that the fair value
of the assets traded in is more reliable; as to the non-monetary assets trade not meeting the aforesaid premise, the
book value of the assets traded out and related taxes payable should be recognized as the cost of the intangible
assets traded in, with gains or losses not recognized.
The intangible assets obtained by the absorption and merger of an enterprise under common control are
recognized at the book value of the merged enterprise; the intangible assets obtained by the absorption and merger
of an enterprise not under common control are recognized at the fair value.
Costs of intangible assets developed internally and independently include: the costs of materials and labor services
used to develop the intangible assets, the registration fee, the amortization of other patents and franchise used in
the process of development, the interest of capitalization, and other direct expenses for preparing the intangible
assets for their intended use.
(2) Subsequent measurement
The useful life of intangible asset is analyzed on acquisition.
As for intangible assets with limited useful lives, straight-line amortization method is adopted in the period when
the intangible assets generate economic benefit for enterprise; if the period when the intangible assets generate
economic benefit for enterprise cannot be forecasted, the intangible assets should be deemed as those with
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indefinite useful lives and should not be amortized.
(2) Estimation of useful life of intangible assets with limited useful life
As for intangible assets with definite useful life contained, amortized reasonably combine with the expected
implementation system of estimated economic benefit with such intangible assets concerned in useful life; for
those without expected implementation system recognized reliably, straight-line method shall prevail:
Item Expected useful life References for expected useful life
Land use right 50 years Within the terms of contractual rights or other statutory rights
(3)Judgment basis for the intangible assets with indefinite useful lives
Intangible assets with indefinite useful lives are not subject to amortization, and the Company re-reviews the
useful life of such assets in every accounting period. If there is objective evidence indicating the useful life is
definite, the Company would estimate the useful life and amortize the asset under straight line method. As to
intangible assets with indefinite useful life, it shall be subject to impairment test annually regardless of
impairment indication.
(4)Provision of impairment reserve for intangible assets
Depreciation reserves ；Intangible assets with definite useful lives are accrual relevant depreciation reserves on
the difference between the carrying value which is higher than its recoverable amount, if there has impairment
been found on balance sheet date; As to intangible assets with indefinite useful life and without reached the useful
conditions, it shall be subject to impairment test annually regardless of impairment indication.
(5)Specific criteria for the division of research phase and development phase for internal research and
development projects of the Company
Research phase: Scheduled innovative investigations and research activities to obtain and understand scientific or
technological knowledge.
Development phase: Apply the research outcomes or other knowledge to a plan or design prior to a commercial
production or use in order to produce new or essentially-improved materials, devises, products, etc.
The expenses occurred during the research stage of internal R&D projects are accounted into profits and losses of
the current period.
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19. Long-term Deferred Expenses
Amortized equally during the benefit period for those long-term expenses whose has a defined benefit period, for
those without a defined benefit period, amortized equally within 5 years.
20. Accrual liability
When the Company is involved in proceedings, debt guarantees, onerous contracts and reorganization events, if
such events may require delivery of assets or rendering of services in the future and the amounts of such events
can be reliably measured, estimated liabilities are recognized.
(1) Recognition criteria of accrued liability
The Company recognizes the estimated liabilities when obligations related to contingencies satisfy all the
following conditions:
-- This obligation is a present obligation of the Company;
-- The performance of such obligation is likely to result in outflow of economic benefits from the Company; and
-- The amount of the obligation can be measured reliably.
(2) Method of measuring the estimated liabilities
Estimated liabilities shall be initially measured at the best estimate of the expenditure required to settle the related
present obligation.
Factors pertaining to a contingency such as risk, uncertainties, and time value of money shall be taken into
account as a whole in reaching the best estimate. Where the effect of the time value of money is material, the best
estimate shall be determined by discounting the related future cash outflow.
The estimated liabilities of the Company are initially measured as the best estimate of expenses required for the
performance of relevant present obligations.
The Company, when determining the best estimate, has had a comprehensive consideration of risks with respect to
contingencies, uncertainties and the time value of money. If the time value of money is significant, the best
estimate shall be determined after discounting the relevant future outflow of cash.
The best estimate will be dealt with separately in the following circumstances:
The expenses required have a successive range (or band), in which the possibilities of occurrence of each result
are the same, and the best estimate should be determined as the middle value for the range, i.e. the average of the
upper and lower limit.
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The expenses required does not have a successive range (or band), or although there is a successive range (or
band), the possibilities of occurrence of each result are not the same, if the contingency is related to individual
item, the best estimate should be determined as the most likely amount; where the contingency is related to a
number of items, the best estimate should be calculated and determined according to the possible results and the
relevant possibilities.
Where some or all of the expenditure required to settle an estimated liability is expected to be reimbursed by a
third party, the reimbursement is separately recognized as an asset when it is virtually certain that the
reimbursement will be received. The amount recognized for the reimbursement is limited to the carrying amount
of the liability recognized.
The best estimate shall be accounted as follows in different circumstance:
If there is continuous range (or interval) for the necessary expenses, and probabilities of occurrence of all the
outcomes within this range are equal, the best estimate shall be determined at the average amount of upper and
lower limits within the range.
If there is no continuous range (or interval) for the necessary expenses, or probabilities of occurrence of all the
outcomes within this range are unequal despite such a range exists, the outcomes within this range are unequally
likely to occur, in case that the contingency involves a single item, the best estimate shall be determined at the
most likely outcome; if the contingency involves two or more items, the best estimate should be determined
according to all the possible outcomes with their relevant probabilities.
When all or part of the expenses necessary for the settlement of an estimated liability of the Company is expected
to be compensated by a third party, the compensation should be separately recognized as an asset only when it is
virtually certain that the compensation will be received. The amount recognized for the compensation should not
exceed the book value of the estimated liability.
21. Share-based payment and equity instrument
(1) Category of share-based payment
Share-based payment represents the transaction pursuant to which the Company grants equity instruments or bears
the liabilities as determined based on the equity instrument for the purposes of provision of services by its
employees and other parties, including two methods namely equity-settled and cash-settled.
(2) Recognition method for fair-value of equity instrument
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承德南江股份有限公司 2013 半年度报告全文
For equity instruments which are settled at equity for exchange of services provided by employees, it shall be
measured based on the fair value of equity instruments granted to employees; for exchange of services provided
by others, it shall be measured based on its fair value as of the acquisition date. If the fair value of others’ service
can not be measured reliably, it shall be measured based on the fair value of the services as of the acquisition date.
Fair value of equity instruments is determined under the following methods:
(1) If active market exists, determined based on the quotation in the active market;
(2) If no active market exists, determined under evaluation technology, including taking references to the price
used by willing parties for the latest transactions, the prevailing fair value of other financial instruments in
substantially same nature, cash flow discount method and option pricing model.
(3) Basis of best estimation for vesting equity instrument
The Company determines the best estimate of exercisable equity instrument based on the subsequent information
such as the latest available change of number of exercisable employees.
22. Revenue
(1) Criteria of time for good sales recognized
When the Company has transferred significant risks and rewards of ownership of the goods to the buyer; the
Company retains neither continuous management rights associated with ownership of the goods sold nor effective
control over the goods sold; the relevant amount of revenue can be measured reliably; it is highly likely that the
economic benefits associated with the transaction will flow into the enterprise; and the relevant amount of cost
incurred or to be incurred can be measured reliably, revenue from sales of goods shall be recognized.
(2) Recognition basis of revenue from transferring the use right of assets
In case that the economic benefits related to transactions are probable to flow into the Company and amount of
revenue can be measured reliably, than the revenue from transfer of asset use right is recognized. The interest
revenue shall be determined based on the time used by others for use of the monetary capital of the Company and
effective interest rate; use fee revenue shall be determined based on the charge time and method as agreed by the
relevant contract or agreement.
(3) Recognition criteria of revenue from rendering of service
(1) Amount of the revenue can be measured reliably;
(2) Relevant economic profit probably flows into the enterprise;
(3) Progress of completion of the transaction can be measured reliably;
(4) Cost occurred during transactions and those is about to occurred can be measured reliably
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承德南江股份有限公司 2013 半年度报告全文
(4) Recognition basis and method of construction progress completion while recognize revenue from labor
service providing and from construction contract by percentage of completion method
(1) If the result of construction contract can be measured reliably at the balance sheet date, the Company shall
recognize contract income and contract expenses under completion percentage method. If the result of
construction contract can not be measured reliably at the balance sheet date and contract cost can be recovered, the
Company shall recognize contract income based on the recoverable actual contract cost, and contract cost shall be
recognized as contract expenses during the period when it occurs. For the above situation, if contract cost can not
be recovered, it shall be recognized as contract expenses immediately when occurs without recognition of contract
income.
(2) If the following conditions are satisfied, results of fixed-price contract can be estimated reliably: total contract
income can be measured reliably, economic benefits related to contract is very likely to flow into, actual contract
cost can be established clearly and measured reliably, completion progress and cost for completion of contract can
be measured reliably. If the following conditions are satisfied, results of cost-plus-cost contract can be estimated
reliably: economic benefits related to contract is very likely to flow into, actual contract cost can be established
clearly and measured reliably
(3) Method for determining contract completion progress is the actually measured completion progress.
(4) As of the balance sheet date, projected losses are recognized as current expenses where the total projected
contract cost exceeds total contract revenue. inventory impairment reserve is provided based on the difference as
to the construction contract being executed; as to the losses contract to be executed, projected liabilities shall be
determined based on the difference.
23. Government grants
(1) Category
Government subsidies are monetary assets and non-monetary assets acquired free of charge by the Company from
the government. Government subsidies are classified into government subsidies related to assets and government
subsidies related to income.
(2) Accounting treatment
Government subsidies related to acquisition and construction of fixed assets, intangible assets and other long-term
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承德南江股份有限公司 2013 半年度报告全文
assets are recognized as deferred income, and included in non-operating income by stages within the useful life of
the assets acquired and constructed;
The government grants related to earnings are recognized as deferred earnings while obtained if they are used for
compensating the relevant expenses or losses of the Company in subsequent periods, and are recorded in the profit
or loss in the period of recognition of relevant expenses; if they are used to compensate the relevant expenses or
losses occurred of the Company, they are directly recorded in the non-operation revenue of the current period
while obtained.
24. Deferred income tax assets and deferred income tax liabilities
(1) Recognition basis for the deferred income tax assets
The deferred income tax assets arising from deductible temporary difference shall be recognized to the amount of
taxable income which it is most likely to obtain and which can be deducted from the deductible temporary
difference.
(2) Recognition basis for the deferred income tax liabilities
The Company shall recognize the accrued taxable temporary differences of the current period and prior periods as
a deferred income tax liability. Excluding the temporary difference arising from the transaction by goodwill and
through non-business combination which, at the time of transaction, the accounting profits will not be affected,
nor will be taxable amount is affected.
28. Operation lease and financing lease
(1) Accounting treatment of operation lease
(1) The lease payment paid for leasing assets is amortized under straight line method in the entire lease period
without deduction of lease-for-free period, and is recorded in current expenses. The initial direct expenses paid by
the Company related to lease transactions shall be recorded in current expenses.
If asset leaser assumes the lease related expenses which shall be assumed by the Company, the Company shall
deduct such expenses from the total rental and amortize based on the deducted rental expenses during the lease
period and record in current expenses.
(2) The lease fee collected by the Company for assets lease is amortized under straight line method in the entire
lease period without deduction of lease-for-free period, and is realize as lease income. The initial direct expenses
paid by the Company related to lease transactions shall be recorded in current expenses; for significant amount, it
shall be capitalized and recorded in current income in phases under the same basis as realization of lease income
in the entire lease period.
If the Company assumes the lease related expenses which shall be assumed by the lessee, the Company shall
deduct such expenses from the total rental income and allocate based on the deducted rental expenses during the
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承德南江股份有限公司 2013 半年度报告全文
lease period.
(2) Accounting treatment of financing lease
(1) Assets leased by financing lease: the Company accounts the leased assets at the lower of the fair value of
leased assets and present value of the minimum lease payment on the inception date of the lease, and the
minimum lease payment is deemed as the accounting value of long term account payables, and the difference is
taken as unrealized financing expenses.
The Company amortizes the unrealized financing expenses at effective interest rate method in the asset lease
period and records in finance expenses.
(2) Assets leased out by financing lease: on the inception date of the lease, the Company realizes the difference
between the sum of financing lease account receivables and unguaranteed remaining value and its present value as
unrealized financing income which is conformed as lease income in future periods involving lease. The initial
direct expenses occurred by the Company related to lease transaction shall be recorded in the initial measurement
of financing lease account receivables. And income realized in lease period shall be reduced accordingly.
26. Changes of main accounting policy and estimate
Whether main accounting policy and estimate of the Company changed in the Period or not
□Yes √No
No changes in principal accounting policies and estimates in reporting period
(1) Changes of accounting policies
Whether there have changes of major accounting policies in the Period or not
□ Yes √ No
(2) Changes in accounting estimates
Whether have changes in accounting estimates in report period
□ Yes √ No
27. Error correction of previous accounting
Whether has error correction of previous accounting occurred in this period
□ Yes √ No
No error correction of previous been found
(1) Retrospective restatement method
Whether has accounting errors of previous period with retrospective restatement method in reporting period or not
□ Yes √ No
(2) Prospective application method
Whether has accounting errors of previous period with prospective application method in reporting period or not
□ Yes √ No
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承德南江股份有限公司 2013 半年度报告全文
V. Taxes
1. Main tax category and tax rate:
Tax category Tax calculation evidence Tax rate
VAT Sales income 17%, 13%, 7%
Housing fund paid in advance, taxable
Business tax 5%
income
Urban maintenance and construction tax Turnover tax payable 5%
Enterprise income tax Taxable income 25%
Educational surtax Turnover tax payable 3%
Local educational surtax Turnover tax payable 2%
Rental income or original value of the
Property tax 12% or 1.2%
property
Land appreciation tax Appreciation value or pre-requisitioned Progressive rates
Income tax rate for vary branches and plants
Subsidiary of the Company—Chengde Rongyida Real Estate Development Co., Ltd levy the enterprise income tax based on the 15%
of the taxable amount
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承德南江股份有限公司 2013 半年度报告全文
VI. Business Combination and Consolidated Financial Statements
1. Subsidiaries
(1) Subsidiaries acquired by means of establishment or investment
In RMB
The balance
after the
parent
company’s
owner’s
The
equity
sum of
writing down
Other money
the excess of
balance of in
the current
items minority
Actual loss
constitute Proportion Proportion equity
Registration Nature of Register investment Consolidation Minority undertaken
Full name Type Business scope net of shares of voting which is
place business capita amount at or not equity by minority
investment held (%) right (%) used to
period-end shareholders
in write
of eth
subsidiary down
subsidiary
actually the
over the
minority
share
interest
enjoyed by
minority
shareholders
in the
original
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承德南江股份有限公司 2013 半年度报告全文
owners’
equity of the
subsidiary
Investment on
industry of new
energy, new
materials,
mining and
dressing,
modern
Chengde
agriculture, real
Nanjiang Wholly-owned Chengde Industrial
90,000,000.00 industry and 90,000,000.00 100% 100% Yes
Investment subsidiary County investment
construction
Co., Ltd.
engineering;
investment
management;
investment
consultation;
import-export
trading
Cultivation and
sale of cereals,
Chengde edible
Agricultural
Nanjiang mushrooms,
Wholly-owned Chengde cultivation
Ecological 10,000,000.00 fruits and 10,000,000.00 100% 100% Yes
subsidiary County and crop
Agriculture vegetables and
farming
Co., Ltd. herbs; livestock
breeding and
sales
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承德南江股份有限公司 2013 半年度报告全文
Production and
Chengde sales of the
Xingye Wholly-owned Chengde Paper-making US$ 250 high-end coated
75,000,000.00 100% 100% Yes
Papermaking subsidiary County industry million paper and serial
Co., Ltd. of kraft board
paper
Research,
development,
sales, technical
marketing and
technical
services of
Chengde grapheme and
Morsh Holding Chengde its application
Manufacturing 50,000,000.00 45,000,000.00 90% 90% Yes 4,987,451.71
Technology subsidiary County materials,
Co., Ltd. power batteries
and battery
materials, high
performance
membrane
materials,
nano-materials.
International
Runhua
trade, simple
Rural Water
processing;
(Tianjin) Holding Commercial
Tianjin 30,000,000.00 sales of plastic 9,170,370.00 30% 53.43% Yes 21,579,028.17
International subsidiary trade
raw materials,
Trade Co.,
accessory and
Ltd.
products,
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承德南江股份有限公司 2013 半年度报告全文
machinery
electronic
products and
building
materials;
technology
development,
research and
sales of
agricultural
water
conservancy
and agricultural;
self-operated
and commodity
as well as
import-export
business of
technology;
technology
development,
transfer and
consultant
services for the
abovementioned
relevant
technology
Other explanation on subsidiary obtained by establishment or investment:
77
承德南江股份有限公司 2013 半年度报告全文
(2) Subsidiaries acquired by business combination under the common control
In RMB
The balance
after the
parent
company’s
owner’s
equity
writing
down the
excess of
Amount in
the current
Balance of minority
Statements loss
other items interest
Investment undertaken
Business materially Holding Voting right Minority used for
Registration Business amount by minority
Name Type Registered capital forming net proportion proportion combined interest writing
place nature scope actual at shareholders
investment (%) (%) down
period-end or not of the
to minority
subsidiary
subsidiary gain and
over the
loss
share
enjoyed by
minority
shareholders
in the
original
owner’s
equity of the
subsidiary
Development
Chengde of
Rongyida Development Real
Real Wholly-owned Chengde of Estate; import
10,000,000.00 and export 1.00 100% 100% Yes
Estate subsidiary County Real
business of
Development estate
text ware,
Co., Ltd.
apparel
manufacturing
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承德南江股份有限公司 2013 半年度报告全文
and clothing;
rental service
Other explanation on subsidiary obtained by establishment or investment:
3. Explanation on changes of consolidation range
Explanation on changes of consolidation range
√ Applicable □ Not applicable
Two companies are further consolidated in this year (period) as compared to the previous year due to:
As considered and approved at the 14th meeting of the 5th board of the Company, Chengde Nanjing Investment Co., Ltd. (“Nanjing Investment”), the wholly-owned
subsidiary of the Company, entered into cooperation agreement with Ningbo Morsh Technology Co., Ltd., pursuant to which, the parties intended to establish
Chengde Morsh Technology Co., Ltd jointly in Chengde, Hebei province with registered capital of RMB50 million. Among which, Nanjing Investment made cash
contribution of RMB45 million, accounting for 90% of the total investment, Ningbo Morsh Technology Co., Ltd made cash contribution of RMB5 million,
accounting for 10% of the total investment. The new company has completed registration procedures and obtained Legal Person Business License on 25 February
2013. As such, the Company took it into the consolidation scope for its consolidated financial statement.
As considered and approved at the 13th meeting of the 5th board of the Company, the Company acquired the equity interests of RMB9 million (accounting for 30%
equity interests of Runhua RW) of Runhua RW (Tianjin) International Trade Co., Ltd. (“Runhua RW”) in cash, and signed assets acquisition agreement on 9 January
2013, and completed equity transfer procedures on 24 June 2013. After this acquisition, the Company owned 30% equity interests of Runhua RW, making it the
largest shareholder of Runhua RW. The Company appointed three of the five board members of Runhua RW. Lan Chunhong, the second largest shareholder of
Runhua RW holding its equity interests of RMB7.03 million (accounting for 23.43% equity interests of Runhua RW) entered into concert party agreement with the
Company, pursuant to which, Lan Chunhong entrusted the Company to exercise the shareholders’ right (excluding dividend distribution right and transfer right)
entitled by its shareholding proportion, thus, the Company owned 53.43% voting right in Runhua RW. The Company took it into the consolidation scope for its
consolidated financial statement since 25 June 2013.
.Totally 0 enterprise combined decreased compared with last year (period)
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承德南江股份有限公司 2013 半年度报告全文
3. 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
In RMB
Name Net assets as at period-end Net profit for the period
Chengde Morsh Technology Co., Ltd. 49,874,517.18 -125,482.82
Runhua Rural Water (Tianjin) International Trade Co.,
30,749,398.17
Ltd.
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
In RMB
Net profit from year-begin to
Name Net assets at disposal date
disposal date
Other explanation on subject newly included in consolidation range and those out of the range
4. Business combination under the common control during the reporting period
In RMB
Cash flow from
Criterion of Actual controller Revenue from Net profit from operation activity
Combined party combination under under the common period-begin to date combination period from combination
the common control control of combined to date of combined period to date of
combined
Other explanation for business combination under the common control:
5. Business combination not under the common control during the reporting period
In RMB
Combined party Goodwill Measurement of goodwill
Other explanation for business combination not under the common control:
VII. Notes to major items in consolidated financial statements
1. Monetary fund
In RMB
Amount at period-end Amount at period-begin
Item Amount in Converting Amount in Converting
Amount in RMB Amount in RMB
foreign currency rate foreign currency rate
Cash: -- -- 98,371.80 -- -- 72,492.38
RMB -- -- 98,371.80 -- -- 72,492.38
Bank savings: -- -- 83,949,772.41 -- -- 81,473,554.49
RMB -- -- 83,916,416.58 -- -- 81,440,569.01
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承德南江股份有限公司 2013 半年度报告全文
USD 5,415.65 6.1592 33,355.83 5,247.80 6.2855 32,985.48
Other monetary fund: -- 33,797,766.79 -- -- --
RMB -- 33,797,766.79 -- -- --
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
In RMB
Item Fair value at period-end Fair value at period-begin
Derivative financial assets 11,460,428.00
Total 11,460,428.00
(2) Realization of restricted transactional financial assets
In RMB
Other major restriction in aspect of restricted
Item Amount at period-end
conditions or realization
3. Account receivables
(1) Classified by categories
In 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 of bad debt provision withdrawal by combination
4,376,000.0
100%
0
4,376,000.0
Subtotal of group 100%
0
4,376,000.0
Total -- -- -- --
0
Explanation for category of account receivables:
Account receivable with single significant amount and withdrawal bad debt provision separately at period-end
□ Applicable √ Not applicable
Account receivable provided for bad debt reserve under aging analysis method in the groups:
√ Applicable □ Not applicable
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承德南江股份有限公司 2013 半年度报告全文
In RMB
Amount at period-end Amount at period-begin
Book balance Book balance
Age
Proportion Bad debt reserve Proportion Bad debt reserve
Amount Amount
(%) (%)
within 1 year
Including: -- -- -- -- -- --
4,376,000.00 100%
Subtotal of within
4,376,000.00 100%
1 year
Total 4,376,000.00 -- --
Account receivables provided for bad debt reserve under balance percentage method in the groups:
□ Applicable √ Not applicable
Account receivables provided for bad debt reserve under other method in the groups:
□ Applicable √ Not applicable
Account receivable with minor single amount but with withdrawal bad debt provision for single item at period-end
□ Applicable √ Not applicable
(2) Top 5 account receivable
In RMB
Relationship with the Proportion in total
Name Amount Terms
Company account receivables (%)
Beijing Siyipu
Non- related relationship 4,374,000.00 Within 1 year 100%
Technology Co., Ltd.
Total -- 4,374,000.00 -- 100%
4. Other account receivables
(1) Classify by category
In RMB
Amount at period-end Amount at period-begin
Book balance Bad debt reserve Book balance Bad debt reserve
Categories
Proportio Proportio Proportion Proportio
Amount Amount Amount Amount
n (%) n (%) (%) n (%)
Other receivable with
single significant amount 1,209,273.00 3.6% 1,209,273.00 28.2% 1,209,273.00 3.51% 1,209,273.00 19.2%
and withdrawal bad debt
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承德南江股份有限公司 2013 半年度报告全文
provision separately
Other account receivable of bad debt provision withdrawal by combination
30,891,760.1 31,752,727.3
91.92% 1,574,251.90 36.71% 92.13% 3,583,707.69 56.9%
1 3
30,891,760.1 31,752,727.3
Subtotal of group 91.92% 1,574,251.90 36.71% 92.13% 3,583,707.69 56.9%
1 3
Other account receivable
with minor single amount
1,504,768.45 4.48% 1,504,768.45 35.09% 1,504,762.66 4.36% 1,504,762.66 23.90%
but withdrawal bad debt
reserves on a single basis
33,605,801.5 34,466,762.9
Total -- 4,288,293.35 -- -- 6,297,743.35 --
6 9
Explanation for category of other receivables:
Other receivable with single significant amount and withdrawal bad debt provision separately at period-end
√ Applicable□ Not-applicable
In RMB
Other receivable Book balance Bad debt Accrual proportion (%) Reasons
Claims obtained from Un-collectible by
1,209,273.00 1,209,273.00 100%
auction estimated
Total 1,209,273.00 1,209,273.00 -- --
Other receivable adopt age analysis method for bad debt provision withdrawal in combination:
√ Applicable□ Not-applicable
In RMB
Amount at period-end Amount at period-begin
Book balance Book balance
Age
Proporti Bad debt reserve Proporti Bad debt reserve
Amount Amount
on (%) on (%)
within 1 year
Including:
30,891,760.11 100% 1,574,251.90 26,483,385.17 83.4% 1,324,169.26
Subtotal of within 1 year 30,891,760.11 100% 1,574,251.90 26,483,385.17 83.4% 1,324,169.26
1-2 years --- --- --- 1,250,442.16 3.94% 250,088.43
2-3 years --- --- --- 4,018,900.00 12.66% 2,009,450.00
Total 30,891,760.11 -- 1,574,251.90 31,752,727.33 -- 3,583,707.69
Other receivables provided for bad debt reserve under balance percentage method in the groups:
□ Applicable√ Not-applicable
Other receivables provided for bad debt reserve under other method in the groups:
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承德南江股份有限公司 2013 半年度报告全文
□ Applicable√ Not-applicable
Other receivable with single minor amount while withdrawal bad debt provision separately at period-end
√ Applicable□ Not-applicable
In RMB
Other receivable Book balance Bad debt reserve Accrual proportion (%) Accrual reasons
Un-collectible by
1 360,505.79 360,505.79 100%
estimated
Un-collectible by
2 356,838.00 356,838.00 100%
estimated
Un-collectible by
3 300,000.00 300,000.00 100%
estimated
Un-collectible by
4 270,000.00 270,000.00 100%
estimated
Un-collectible by
5 217,424.66 217,424.66 100%
estimated
Total 1,504,768.45 1,504,768.45 -- --
(4) Other receivables due from the shareholders holding 5% or above voting shares of the Company during
the reporting period
In RMB
Amount at period-end Amount at period-begin
Name Bad debt amount Bad debt amount
Book balance Book balance
accrual accrual
(3) Nature or content of other receivables with significant amount
In RMB
Nature or content of the Proportion in total other receivable
Name Amount
amount (%)
Explanation
(4) Top 5 other receivable
In RMB
Relationship with the Proportion in total other
Name Amount Terms
Company receivable (%)
Beijing Capital Futures
Non-related relationship 19,505,821.50 Within 1 year 58.04%
Co., Ltd.
Tianjin Jishang Non-related relationship 5,201,365.53 Within 1 year 15.48%
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承德南江股份有限公司 2013 半年度报告全文
Investment Co., Ltd.
Shanxi Zhuozhong
Commerce and Trade Non-related relationship 1,800,000.00 Within 1 year 5.36%
Co., Ltd.
Shanghai Customs Non-related relationship 1,301,378.39 Within 1 year 3.87%
ICBC Non-related relationship 900,000.00 Within 1 year 2.68%
Total -- 28,708,565.42 -- 85.43%
5. Payment in advance
(1) Payments in advance by aging
In RMB
Amount at period-end Amount at period-begin
Age Proportion Proportion
Amount Amount
(%) (%)
within 1 year 16,013,729.23 100% 308,292.36 100%
Total 16,013,729.23 -- 308,292.36 --
Explanation for aging analysis of payments in advance:
(2) Top 5 of payments in advance
In RMB
Relationship with the
Name Amount Time Reason for unsettlement
Company
SABIC (Shanghai)
Non-related relationship 11,940,507.21 within 1 year Purchases needs
Trading Co., Ltd.
Sinochem Plastics Co.,
Non-related relationship 1,100,000.00 within 1 year Purchases needs
Ltd.
Zheng Wangyuan Non-related relationship 900,000.00 within 1 year Purchases needs
Beijing Jinghuan Science
Chemical Trading Co., Non-related relationship 363,272.58 within 1 year Purchases needs
Ltd.
Tianjin Dongzhi Tengda
Non-related relationship 322,987.50 within 1 year Purchases needs
Trading Co., Ltd.
Total -- 14,626,767.29 -- --
Explanation for major units paid in advance:
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承德南江股份有限公司 2013 半年度报告全文
(3) Shareholders holding 5% (5% included) or above voting shares of the Company in payments in advance
during the reporting period
In RMB
Amount at period-end Amount at period-begin
Name Bad debt amount Bad debt amount
Book balance Book balance
accrual accrual
N/A
6. Inventory
(1) Classification
In RMB
Amount at period-end Amount at period-begin
Item Depreciation Depreciation
Book balance Carrying value Book balance Carrying value
provision provision
Raw materials 239,240.22 239,240.22
Product in process 753,141.43 753,141.43
Stock products 11,056,731.52 11,056,731.52 200,929.00 200,929.00
Revolving materials 17,098.40 17,098.40
Consumptive
103,262.15 103,262.15 198,300.00 198,300.00
biological assets
Development cost 163,173,705.63 163,173,705.63 9,926,226.12 9,926,226.12
Development
13,862,535.12 13,862,535.12 10,165,279.49 10,165,279.49
products
Total 189,205,714.47 189,205,714.47 20,490,734.61 20,490,734.61
7. Other current assets
In RMB
Item Amount at period-end Amount at period-begin
Financial products of ICBC 0.00 9,000,000.00
Total 9,000,000.00
Explanation on other current assets
8. Investment for affiliated enterprise and joint ventures
In RMB
Equity Proportion of Total operation
Invested Total assets at Total liability Total net assets Net profit in
proportion held voting rights in revenue in this
company period-end at period-end at period-end this period
by the invested period
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承德南江股份有限公司 2013 半年度报告全文
Company (%) company (%)
I. Joint venture
II. Associated company
Runhua RW
(Tianjin)
Water-saving 31.75% 31.75% 11,119,885.39 4,481,827.71 6,638,057.68
Technology
Co., Ltd.
Wuchan
Minfeng
(Tianjin) 49% 49% 35,905,859.36 26,866,073.81 9,039,785.55
Chemical
Trade Co., Ltd.
Explanation on major accounting policy and accounting estimation in joint venture and affiliated enterprises difference from the
policy and estimation of the Company:
9. Long-term equity investment
(1) Details of long-term equity investment
In RMB
Explanati
on on the
incongruit
Proportio
Proportio y in share Impairme
n of
Balance Balance n of share holding nt
Increase/d voting Impairme Cash
Invested Calculatio Investme at at holding in proportio provision
ecrease(+, rights in nt bonus this
company n method nt cost period-be period-en invested n and of
-) invested provision period
gin d company voting accruing
company
(%) proportio this year
(%)
n in
invested
company
Runhua
RW
(Tianjin)
Water-sav 2,000,00 2,194,939 2,194,939
Equity 31.75% 31.75%
ing 0.00 .00 .00
Technolo
gy Co.,
Ltd.
Wuchan Equity 4,410,00 4,429,494 4,429,494 49% 49%
87
承德南江股份有限公司 2013 半年度报告全文
Minfeng 0.00 .92 .92
(Tianjin)
Chemical
Trade
Co., Ltd.
6,410,00 6,624,433 6,624,433
Total -- -- -- --
0.00 .92 .92
10. Fixed assets
(1) Particular about fixed assets
In RMB
Book balance at Decrease in this Book balance at
Item Increase in this period
period-begin period period-end
I. total of book balance: 27,920,093.42 2,854,127.72 18,497,360.24 12,276,860.90
Including: House &
26,592,797.32 18,497,360.24 8,095,437.08
buildings
Machinery
10,500.00 539,270.43 549,770.43
equipment
Transportation tools 1,233,161.91 1,138,789.23 2,371,951.14
Other equipment 83,634.19 1,176,068.06 1,259,702.25
Book balance at Increase during Accrual in this Decrease in this Balance at
--
period-begin this period period period period-end
II. total of accumulated
3,177,989.82 703,124.69 653,935.37 2,460,148.46 2,074,901.42
depreciation:
Including: House &
3,031,578.44 505,263.12 2,460,148.46 1,076,693.10
buildings
Machinery
0.00 23,367.00 23,367.00
equipment
Transportation tools 133,127.47 101,354.08 234,481.55
Other equipment 13,283.91 703,124.69 23,951.17 740,359.77
Book balance at Balance at
-- --
period-begin period-end
III. total net value of fixed
24,742,103.60 -- 10,201,959.48
assets
Including: House &
23,561,218.88 -- 7,018,743.98
buildings
Machinery
10,500.00 -- 526,403.43
equipment
Transportation tools 1,100,034.44 -- 2,137,469.59
88
承德南江股份有限公司 2013 半年度报告全文
Other equipment 70,350.28 -- 519,342.48
Other equipment --
V. total book value of fixed
24,742,103.60 -- 10,201,959.48
assets
Including: House &
23,561,218.88 -- 7,018,743.98
buildings
Machinery
10,500.00 -- 526,403.43
equipment
Transportation tools 1,100,034.44 -- 2,137,469.59
Other equipment 70,350.28 -- 519,342.48
Depreciation in this period amounting to 653,935.37Yuan; original price transfer from construction in progress to fixed assets
amounting as539, 270.43 Yuan
(6) Fixed assets without property certificates
Item Reasons for un-completed certificate Times expected for certificate completed
Assets have released the mortgage,
House & buildings Un-estimated
ownership procedure still in process
Explanation on fixed assets:
11. Construction in progress
(1) Construction in progress
In RMB
Amount at period-end Amount at period-begin
Item Depreciation Depreciation
Book balance Carrying value Book balance Carrying value
reserves reserves
Machinery equipment and
402,587.43 402,587.43
supporting facilities
Total 402,587.43 402,587.43
12. Productive biological assets
(1) Measured by cost
In RMB
Book balance at Book balance at
Item Increase in this period Decrease in this period
period-begin period-end
I. Plantation
II. Livestock
Layer 330,570.03 330,570.03
III. Forestry
IV. Marine industry
Total 330,570.03 330,570.03
89
承德南江股份有限公司 2013 半年度报告全文
13. Intangible assets
(1) Particular about intangible assets
In RMB
Book balance at Book balance at
Item Increase in this period Decrease in this period
period-begin period-end
I. Total original book value 28,976,579.45 490,627.08 29,467,206.53
1. Land use right 28,976,579.45 262,627.08 29,239,206.53
2. Invoicing software 228,000.00 228,000.00
II. Total accumulated
2,271,475.07 446,514.56 2,717,989.63
amortization
1. Land use right 2,271,475.07 326,314.56 2,597,789.63
2. Invoicing software 120,200.00 120,200.00
III. Total net book value of
26,705,104.38 44,112.52 26,749,216.90
intangible assets
1. Land use right 26,705,104.38 -63,687.48 26,641,416.90
2. Invoicing software 107,800.00 107,800.00
1. Land use right
2. Invoicing software
Total carrying amount of
26,705,104.38 44,112.52 26,749,216.90
intangible assets
1. Land use right 26,705,104.38 -63,687.48 26,641,416.90
2. Invoicing software 107,800.00 107,800.00
The amount amortized in this period accounting as 326,314.56 Yuan
14. Long-term deferred expense
In RMB
Amount at Increase in this Amortization Amount at Reasons for other
Item Other decrease
period-begin period during this period period-end decrease
Renovation costs 734,424.92 1,168,016.67 119,824.21 1,782,617.38
Total 734,424.92 1,168,016.67 119,824.21 1,782,617.38 --
Explanation on long-term deferred expense:
15. Deferred income tax assets and deferred income tax liabilities
(1) Net amount of deferred income tax assets and deferred income tax liabilities before deduction
Deferred income tax assets and deferred income tax liability that recognized
In RMB
Item Amount at period-end Amount at period-begin
90
承德南江股份有限公司 2013 半年度报告全文
Deferred income tax assets:
Assets depreciation reserves 1,518,810.84 1,518,810.84
Subtotal 1,518,810.84 1,518,810.84
Deferred income tax liability:
Details of un-recognized deferred income tax assets
In RMB
Item Amount at period-end Amount at period-begin
The deductible losses of un-recognized deferred income tax assets are expired in the follow year:
In RMB
Year Amount at period-end Amount at period-begin Note
Details of taxable difference and deductible differences
In RMB
Amount of temporary differences
Item
Amount at period-end Amount at period-begin
Items of taxable differences
Item of deductible differences
(2) Net amount of deferred income tax assets and deferred income tax liabilities after deduction
Item of deferred income tax assets and liability after mutual offset
In RMB
Deductible of Deductible of
Deferred income tax temporary Deferred income tax temporary
assets and liability differences of assets and liability differences of
Item
after mutual offset at payable taxes after after mutual offset at payable taxes after
period-end mutual offset at period-begin mutual offset at
period-end period-begin
Deferred income tax assets 1,518,810.84 1,518,810.84
Details of deferred income tax assets and liability after mutual offset
In RMB
Item Current mutual offset amount
Explanation on deferred income tax assets and deferred income tax liability
16. Details of asset impairment provision
In RMB
Book balance at Increase in this Decrease in this period Book balance at
Item
period-begin period Reversal Written-off period-end
I. Bad debt reserve 6,297,743.35 2,009,450.00 4,288,293.35
91
承德南江股份有限公司 2013 半年度报告全文
Total 6,297,743.35 2,009,450.00 4,288,293.35
Explanation on asset impairment provision:
17. Note payable
In RMB
Type Amount at period-end Amount at period-begin
Bank acceptance 90,950,000.00
Total 90,950,000.00
Amount expired in next accounting period: 0.00 Yuan
Explanation on note payable:
18. Account payables
(1) Account payables
In RMB
Item Amount at period-end Amount at period-begin
Within 1 year 5,796,217.68 2,039,628.36
More than one year to two years 100.00
More than two years to three years
Over 3 years 12,273.55 12,273.55
Total 5,808,491.23 2,052,001.91
(2)Accounts payable to shareholders holding 5% (5% included) or above voting shares of the Company
In RMB
Name Amount at period-end Amount at period-begin
19. Account received in advance
(1) Account received in advance
In RMB
Item Amount at period-end Amount at period-begin
Within 1 year 25,498,302.37 7,120,711.50
More than one year to two years
More than two years to three years
Over 3 years
Total 25,498,302.37 7,120,711.50
(2)Accounts received in advance to shareholders holding 5% (5% included) or above voting shares of the
Company
In RMB
Name Amount at period-end Amount at period-begin
(3) Explanation on major account received in advance with over one year age:
92
承德南江股份有限公司 2013 半年度报告全文
20. Wages payable
In RMB
Book balance at Book balance at
Item Increase in this period Decrease in this period
period-begin period-end
I. Wage, bonus,
allowance and 180,000.00 1,487,793.47 1,466,178.97 201,614.50
subsidy
II. Welfare expense 85,705.90 85,705.90
III. Social insurance
49,966.68 158,037.04 174,188.72 33,815.00
charge
IV. Housing fund 62,243.76 62,243.76
VI. Other 6,098,486.60 1,891.78 2,891.78 6,097,486.60
Total 6,328,453.28 1,795,671.95 1,791,209.13 6,332,916.10
No arrears in wages payable
Outlay for labor union and staff educational charge amounting as 0.00 Yuan; no non-monetary welfare and no compensation for
dismiss of labor relationship
The wages payable expected to pay and the amount for payment:
21. Tax payable
In RMB
Item Amount at period-end Amount at period-begin
VAT -3,293,190.74 -50,248.40
Business tax 45,098.65 355,481.28
Enterprise income tax 7,734,749.00 6,197,695.00
Personal income tax 4,417.91 1,048.30
City maintenance and construction tax -114,875.51 -112,371.20
Land appreciation tax -1,600,423.51 -1,178,375.52
Tenure tax 2,993,193.91 2,993,193.92
Stamp tax 127,583.28 21,257.53
Property tax 2,888,250.17 2,888,250.17
Educational surcharge -76,975.54 -73,023.69
Union due -450.00
Flood prevention fee 223.65
Total 8,707,601.27 11,042,907.39
Explanation on tax payable: if the local taxation bureau agrees mutual adjustment between vary branches and plants, explain taxation
calculation:
93
承德南江股份有限公司 2013 半年度报告全文
22. Other payables
(1) Other payables
In RMB
Item Amount at period-end Amount at period-begin
Within 1 year 6,983,848.65 4,320,266.25
More than one year to two years 9,854,728.75 17,199,106.20
More than two years to three years 2,932,027.94
Over 3 years 27,726,978.57
Total 16,838,577.40 52,178,378.96
(2) Others payable due to shareholders units holding over 5% (5% included) voting shares of the Company
In RMB
Name Amount at period-end Amount at period-begin
Runhua RW Industrial Development Co., Ltd. 5,000,000.00
Total 5,000,000.00
23. Share capital
In RMB
Increased (decreased) in this year
Amount at Shares Amount at
New shares
period-begin Bonus shares converted from Other Sub-total period-end
issued
public reserve
Total shares 706,320,000.00 706,320,000.00
Explanation on share capital changes, if there has capital increase/decrease in reporting period, disclosed the CPA’s name and
verification documents; for company limited within 3 years operation, explain the net assets before establishment; for those company
limited changed from limited liability company, explain the verification condition while established.
24. Capital reserves
In RMB
Amount at
Item Amount at period-begin Increase in this period Decrease in this period
period-end
Capital premium (share
390,597,031.55 390,597,031.55
premium)
Other capital reserves 65,873,219.23 65,873,219.23
Total 456,470,250.78 456,470,250.78
Explanation on capital reserve
25. Surplus reserves
In RMB
Item Amount at period-begin Increase in this period Decrease in this period Amount at
94
承德南江股份有限公司 2013 半年度报告全文
period-end
Statutory surplus reserves 76,791,550.17 76,791,550.17
Total 76,791,550.17 76,791,550.17
Explanation on surplus reserve, if share capital converted from surplus reserve, remedy deficit and dividend distributed, explain
relevant resolutions:
26. Retained profits
In RMB
Withdrawal or allocation
Item Amount
ratio
Retained profits at the end of last year before
-1,124,687,129.34 --
adjustment
Retained profits at the beginning of the year after
-1,124,687,129.34 --
adjustment
Add: The net profits belong to owners of patent
86,021,262.29 --
company of this period
Retained profits at the end of the period -1,038,665,867.05 --
Details about adjusting the retained profits at the beginning of the year:
1) The retroactive adjustments to Accounting Standards for Business Enterprises and its relevant new regulations affect the
undistributed profits at the beginning of the year amounting to 0 Yuan.
2) The changes in accounting policies affect the undistributed profits at the beginning of the year amounting to 0 Yuan.
3) The major accounting error correction affects the undistributed profits at the beginning of the year amounting to 0 Yuan.
4) Merge scope changes caused by the same control affect the undistributed profits at the beginning of the year amounting to 0 Yuan.
5) Other adjustments affect the undistributed profits at the beginning of the year amounting to 0 Yuan.
The undistributed profits explain that the company initial public offering bonds should clearly state if the accumulated profits are
decided to be shared by old and new shareholders by general meeting of stockholders before issuing; while the company should
clearly disclose that the profits in the dividends payable belong to old shareholders after auditing if the general meeting of
stockholders decides the accumulated profits are allocated and shared by old shareholders before issuing
27. Operating income and cost
(1) Operating income and cost
In RMB
Item Amount of this period Amount of last period
Main operating income 16,572,925.76
Other operating income 245,752.28 481,640.00
Operating cost 12,003,739.65 0.00
95
承德南江股份有限公司 2013 半年度报告全文
(2) Main business (By industries)
In RMB
Amount of this period Amount of last period
Industry
Operating income Operating cost Operating income Operating cost
Real estate 16,572,925.76 11,839,675.80
Total 16,572,925.76 11,839,675.80
(3) Main business (By products)
In RMB
Amount of this period Amount of last period
Products
Operating income Operating cost Operating income Operating cost
Development products:
Dalu Qianyuan Neighborhood 16,572,925.76 11,839,675.80
Total 16,572,925.76 11,839,675.80
(4) Main business (By districts)
In RMB
Amount of this period Amount of last period
District
Operating income Operating cost Operating income Operating cost
Chengde 16,572,925.76 11,839,675.80
Total 16,572,925.76 11,839,675.80
(5) The operating income of the top five customers of the Company
In RMB
The percentage in all operating income of the Company
Customer name Primary business income
(%)
Hu Xiaolin 462,000.00 2.75%
Ren Tingyu 455,000.00 2.71%
Mu Changcai, Wang Haiying 450,000.00 2.68%
Liu Baochen 445,000.00 2.65%
Dou Yubin 443,769.00 2.64%
Total 2,255,769.00 13.43%
Explanation on operating income
96
承德南江股份有限公司 2013 半年度报告全文
28. Business tax and surcharges
In RMB
Item Amount of this period Amount of last period Calculating and payment standards
Business tax 828,646.28 44,162.70 5%
City maintenance and construction
41,432.31 2,512.25 5%
tax
Educational surtax 41,432.31 2,512.25 3%, 2%
Total 911,510.90 49,187.20 --
Explanation on business tax and surcharges
29. Administration expenses
In RMB
Item Amount of this period Amount of last period
Wages 1,402,682.26 635,576.90
Tenure tax 1,282,051.08 1,723,070.14
Interabettor agency 1,238,637.12 407,609.00
Business entertainment 1,080,986.77 260,474.30
Depreciation 607,310.45 1,393,840.97
Business-travel expense 391,394.40 220,696.90
Amortization of intangible assets 326,314.56 310,750.74
Office allowance 276,619.94 91,110.90
Welfare expenses 229,856.80 70,699.76
Amortization of low value consumables 171,033.00 29,900.00
Stamp tax 161,159.40 150.00
material consumption 147,581.18 1,555.00
Endowment insurance 113,883.60 31,385.20
Electricity 96,952.30 100,328.66
Housing fund 69,602.16
Medical insurance 50,954.70
Repair charge 46,786.30 12,282.00
Long-term deferred expenses 39,648.00
Organization costs 30,580.00
Travelling expenses 21,983.00 84,079.70
Water rates 16,203.60 9,861.72
97
承德南江股份有限公司 2013 半年度报告全文
Insurance expenses 11,618.94
Unemployment insurance 10,938.36 6,956.52
Employment injury insurance 8,586.60 6,636.00
maternity insurance 5,334.18
Property tax 4,488.04 558,853.04
Vehicle and vessel use tax 4,120.00
union due 1,441.78 2,916.00
Other 150,428.54 535,007.37
Total 7,999,177.06 6,493,740.82
30. Financial expenses
In RMB
Item Amount of this period Amount of last period
Interest expenses 730,671.89 1,434,349.59
Interest income -313,277.34 -6,698.30
Handling charge and others 10,628.12 222,505.28
Total 428,022.67 1,650,156.57
31. Investment income
(1) Particulars about investment income
In RMB
Item Amount of this period Amount of last period
Other 77,868.49
Total 77,868.49
32. Asset impairment loss
In RMB
Item Amount of this period Amount of last period
I. Bad debt loss -1,447,846.06
Total -1,447,846.06
98
承德南江股份有限公司 2013 半年度报告全文
33. Non-operating income
(1) Non-operating income
In RMB
Amount reckoned into
Item Amount of this period Amount of last period current non-recurring
gains/losses
Total income from disposal of non-current
94,211,992.12 94,211,992.12
assets
Including: income from disposal of fixed
26,348,307.45 26,348,307.45
assets
Income from disposal of intangible
67,863,684.67 67,863,684.67
assets
Other 23,514.89 23,514.89
Total 94,235,507.01 94,235,507.01
34. Non-operating expenditure
In RMB
Amount reckoned into
Item Amount of this period Amount of last period current non-recurring
gains/losses
Total income from disposal of non-current assets 8,762,601.63
Including: income from disposal of fixed assets 8,762,601.63
Other 283,931.85 1,156,412.17 283,931.85
Total 283,931.85 9,919,013.80 283,931.85
Explanation on non-operating expenditure
35. Income tax expense
In RMB
Item Amount of this period Amount of last period
Current income tax calculated by tax laws and relevant
4,944,803.47 28,965.25
regulations
Total 4,944,803.47 28,965.25
36. Calculation of basic earnings per share and diluted earnings per share
Item Current period Last period
99
承德南江股份有限公司 2013 半年度报告全文
Net profit attributable to ordinary
shareholders of the Company during P1 86,021,262.29 -15,704,981.50
the reporting period
Non-recurring gains and losses
attributable to ordinary shareholders
F 93,951,575.16 -7,964,571.66
of the Company during the reporting
period
Net profit attributable to ordinary
shareholders of the Company after
P2=P1-F -7,930,312.87 -7,740,409.84
deduction of non-recurring gains and
losses during the reporting period
Effect of dilution events on the net
profit attributable to ordinary P3
-
shareholders of the Company
Effect of dilution events on the net
profit attributable to ordinary
shareholders of the Company after P4
deduction of non-recurring gains and
losses
Total number of share at the
beginning of the year S0 706,320,000.00 706,320,000.00
Number of increased shares due to
conversion of reserve into share
capital or distribution of stock S1
dividends during the reporting
period
Number of increased shares due to
issuance of new shares or bond
Si
conversion during the reporting
period
Number of months from the next
month of share increase to the end of Mi
the reporting period
Number of decreased shares due to
repurchase during the reporting Sj
period
Number of months from the next
month of share decrease to the end Mj
of the reporting period
Number of decreased shares during
the reporting period Sk
Number of months during the
reporting period M0 6 6
Weighted average ordinary shares S=S0+S1+Si*Mi/M0-Sj*Mj/
outstanding 706,320,000.00 706,320,000.00
M0-Sk
Plus: weighted average ordinary
shares increased by assumption of
conversion of diluted potential X1
ordinary shares into ordinary shares
in issue
Weighted average ordinary shares
X2=S+X1 -
for 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 ordinary shareholders of the Y1=P1/S
0.12 -0.02
Company
100
承德南江股份有限公司 2013 半年度报告全文
Basic earnings per share attributable
to ordinary shareholders of the
Y2=P2/S
Company after deduction of -0.01 -0.01
non-recurring gains and losses
Diluted earnings per share
attributable to ordinary shareholders Y3=(P1+P3) /X2
0.12 -0.02
of the Company
Diluted earnings per share
attributable to ordinary shareholders
Y4=(P2+P4)/X2
of the Company after deduction of -0.01 -0.01
non-recurring gains and losses
37. Notes to statement of cash flow
(1) Other cash received in relation to operation activities
In RMB
Item Amount
Interest income 399,050.96
Accounts current 33,429,066.22
Other 293,177.80
Total 34,121,294.98
Explanation on other cash received in relation to operation activities
(2) Other cash paid in relation to operation activities
In RMB
Item Amount
Accounts current 25,630,000.00
Disbursement costs 5,783,642.01
Other 220,000.00
Total 31,633,642.01
Explanation on other cash paid in relation to operation activities
(3) Cash received from other investment activities
In RMB
Item Amount
Other investment amount 57,483,537.07
Total 57,483,537.07
Explanation on cash received from other investment activities
38. Supplementary information to statement of cash flow
(1) Supplementary information to statement of cash flow
In RMB
Supplementary information Amount in this period Amount in last period
1. Net profit adjusted to cash flow of operation activities: -- --
Net profit 86,008,714.00 -17,659,423.64
101
承德南江股份有限公司 2013 半年度报告全文
Add: assets impairment losses -1,447,846.06
Depreciation of fixed assets, consumption of oil assets and
653,935.37 1,393,840.97
depreciation of productive biology assets
Amortization of intangible assets 326,314.56 310,750.74
Amortization of long-term deferred expenses 119,824.21 35,664.00
Loss from disposal of fixed assets, intangible assets and
-94,211,992.12 8,762,601.63
other long-term assets(gain is listed with “-”)
Financial expenses (gain is listed with “-”) 729,196.33
Investment losses(gain is listed with “-”) -77,868.49
Decrease of inventory (increase is listed with “-”) -157,683,244.61 -16,806,352.32
Decrease of operating receivable accounts (increase is listed
4,903,207.58 -737,741.42
with “-”)
Increase of operating payable accounts (decrease is listed
-1,894,819.49 27,061,046.25
with “-”)
Net cash flow arising from operating activities -162,574,578.72 2,360,386.21
2. Material investment and financing not involved in cash
-- --
flow
3. Net change of cash and cash equivalents: -- --
Balance of cash at period end 84,048,144.21 1,571,028.20
Less: Balance of cash equivalent at year-begin 81,546,046.87 5,517,692.29
Net increase of cash and cash equivalents 2,502,097.34 -3,946,664.09
(2) Relevant information about obtaining/disposal of subsidiary and other business unit in report period
In RMB
Supplementary information Amount of this period Amount of last period
I. Relevant information about obtaining subsidiary and
-- --
other business units:
1. Price of acquisition of subsidiaries and other operating
9,170,370.00
units
2. Cash and cash equivalents paid for acquisition of
9,170,370.00
subsidiaries and other operating units
Less: cash and cash equivalents held by subsidiaries and
66,653,907.07
other operating units:
4. Net assets of subsidiaries 30,749,398.17
Current assets 136,306,683.22
Non-current assets 7,050,969.77
102
承德南江股份有限公司 2013 半年度报告全文
Current liabilities 112,608,254.82
II. Relevant information about disposal of subsidiary and
-- --
other business units:
(3) Constitution of cash and cash equivalent:
In RMB
Item Amount at period-end Amount at period-begin
Ⅰ. Cash 84,048,144.21 81,546,046.87
Including: stock cash 98,371.80 72,492.38
Bank deposit available for payment at any time 50,152,005.62 81,473,554.49
Other monetary fund available for payment at any time 33,797,766.79 ---
Ⅲ. Balance of cash and cash equivalent at year-end 84,048,144.21 81,546,046.87
Explanation on constitution of cash and cash equivalent:
VIII. Related Parties and Transactions
1. Parent company of the Company
Proportion Proportion
Final
Legal of shares of voting
Parent Relationsh Registratio Business Registered controller Organizati
Nature representat held to the right to the
company ip n place nature capital of the on code
ive Company Company
Company
(%) (%)
Explanation on parent company of the enterprise
The Company has no parent company, actral controller of the Company also is the largest shaerhodler of the Company –Mr. Wang
Dong, he holds 29.49 percent shares of the Company.
2. Subsidiary of the Company
Subsidiary Legal Proportion Proportion
Registration Business Registered Organizatio
of the Type Nature representati of shares of voting
place nature capital n code
Company ve held (%) right (%)
Chengde
Rongyida Chengde Zhao Real Estate
Holding Limited RMB 10
Real Estate city Hebei Yongsheng developmen 100% 100% 68434235-0
subsidiary liability million
Developme province t
nt Co., Ltd.
Chengde
Chengde
Xingye Holding Limited Wang Paper-maki US$ 250
City Hebei 100% 100% 60125211-5
Papermakin subsidiary liability Shuxian ng industry million
province
g Co., Ltd.
Chengde
Nanjiang Chengde Zhao
Holding Limited RMB 10
Ecological city Hebei Yongsheng Agriculture 100% 100% 05549562-9
subsidiary liability million
Agriculture province
Co., Ltd.
103
承德南江股份有限公司 2013 半年度报告全文
Chengde
Chengde Zhao
Nanjiang Holding Limited Industrial RMB 90
city Hebei Yongsheng 100% 100% 05545532-8
Investment subsidiary liability investment million
province
Co., Ltd.
Chengde
Chengde Zhao
Morsh Holding Limited Manufacturi RMB 50
city Hebei Yongsheng 90% 90% 06335124-6
Technology subsidiary liability ng million
province
Co., Ltd.
Runhua
Rural Water
(Tianjin) Holding Limited Shi Commercial RMB 30
Tianjin City 30% 53.43% 67941456-7
Internationa subsidiary liability Xiangkun trade million
l Trade Co.,
Ltd.
3. Details of joint-venture and affiliated enterprise of the Company
Proportion
Equity
of voting
proportion
Invested Register Business Register rights in Relationshi Organizatio
Type Legal rep. held by the
company place nature capital invested p n code
Company
company
(%)
(%)
I. Joint venture
II. Associated company
Runhua RW
(Tianjin) Developme
Water-savin Shi nt and 6,300,000.0
Industry Tianjin City 31.75% 31.75% Yes 58327621-9
g Xiangkun transfer of 0
Technology technology
Co., Ltd.
Wuchan Internationa
Minfeng l trading,
(Tianjin) Zhao developmen 9,000,000.0
Commerce Tianjin City 49% 49% Yes 05874083-7
Chemical Guomin t and 0
Trade Co., transfer of
Ltd. technology
4. Particulars about other related parties
Other related parties Relationship with the Company Organization code
Explanation on other related parties:
104
承德南江股份有限公司 2013 半年度报告全文
5. Related transaction
(1) Statement of commodity purchased and labor service received
In RMB
Amount of this period Amount of last period
Pricing way and Ratio in Ratio in
Related party Content decision making similar similar
Amount Amount
procedures transactio transactio
ns (%) ns (%)
Statement of commodity sales and labor service provided
In RMB
Amount of this period Amount of last period
Pricing way and Ratio in Ratio in
Related party Content decision making similar similar
Amount Amount
procedures transactio transactio
ns (%) ns (%)
(2) Borrowed funds from related party
In RMB
Related party Borrowing amount Start date Expiry date Note
Inter-bank borrowing
Lending transaction
(3) Assets transfer, debt restructure of related party
In RMB
Amount of this period Amount of last period
Ratio in Ratio in
Transaction
Related party Content Pricing principle similar similar
type Amount Amount
transactio transactio
ns (%) ns (%)
6. Account receivable/payable for related parties
Account receivable from related parties
In RMB
Period-end Period-begin
Item Related party
Book balance Bad debt reserve Book balance Bad debt reserve
Account payable for related parties
In RMB
Item Related party Amount at period-end Amount at period-begin
Runhua RW Industrial
Other account payable 5,000,000.00 ---
Development Co., Ltd.
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承德南江股份有限公司 2013 半年度报告全文
IX. Commitments
1. Material commitments
Commitme Dated for Commitment Implement
Commitments Contents
nt party commitment term ation
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
Commitments in Controllin of Chengde Dalu Co., Ltd. After transaction, Chengde Dalu
report of g Co., Ltd still has the ability of independent operation and owes Duration of Implementi
2012-04-24
acquisition or shareholde independent legal person, and continues to owes the the Company ng
equity change r 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
The performance compensation commitment: net profit
(deducting non-recurring gains and losses) for 2012, 2013, 2014
Controllin and 2015 for Runhua Rural Water (Tianjin) International Trade
Commitments in Implementi
g Co., Ltd. Respectively can’t be less than 306,300 yuan,
assets 2013-04-10 2012-2015 ng
shareholde 904,000 yuan, 1,500,000 yuan and 3,400,000 yuan. If the actual
reorganization normally
r net profit is less than the promised, the controlling shareholders
shall perform the obligations of profit compensation
accordingly.
In order to prevent stock price from falling after its relisting and2013-01-09 In later 12 Implementi
endanger status of the Company, the board of directors and the months ng
senior management make commitment: Based on Listing Rules
Other commitments
Directors of Shenzhen Stock Exchange and other applicable laws and
to minority
and senior regulations, we make a plan in next 12 months, increasingly
shareholders of the
executives hold shares of the Company in secondary market using own
Company
funds. The holding price will not exceed HK$1.3 / shares.
While the total amount of increase accumulated will not be less
than HK$10,000,000, not more than HK$40,000,000.
Completed on time
Yes
or not
Detail reasons for
un-complement and
N/A
further plan (if
applicable)
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X. Principle notes of financial statements of parent company
1. Other accounts receivable
(1) Other accounts receivable
In RMB
Amount at period-end Amount at period-begin
Book balance Bad debt reserve Book balance Bad debt reserve
Type
Propo Propo Propo Propo
Amount rtion Amount rtion Amount rtion Amount rtion
(%) (%) (%) (%)
Other receivable of bad debt provision withdrawal by combination
90.92 45.03
Aging of accounts 701,304.02 1,000.00 1.41% 384,175.74 1,000.00 1.41%
% %
90.92 45.03
Subtotal of group 701,304.02 1,000.00 1.41% 384,175.74 1,000.00 1.41%
% %
Other account receivable
with minor single amount 98.59 54.97 98.59
70,000.00 9.08% 70,000.00 469,069.25 70,000.00
but withdrawal bad debt % % %
reserves on a single basis
Total 771,304.02 -- 71,000.00 -- 853,244.99 -- 71,000.00 --
Explanation on types of other accounts receivable:
Other account receivable with single significant amount and withdrawal bad debt provision separately at period-end
□ Applicable √ Not applicable
Other account receivable adopts age analysis method for bad debt provision withdrawal in combination:
√ Applicable □ Not applicable
In RMB
Amount at period-end Amount at period-begin
Book balance Book balance
Age
Proporti Bad debt reserve Proporti Bad debt reserve
Amount Amount
on (%) on (%)
within 1 year
Including: -- -- -- -- -- --
701,304.02 100% 1,000.00 384,175.74 100% 1,000.00
Subtotal of
701,304.02 100% 1,000.00 384,175.74 100% 1,000.00
within 1 year
Total 701,304.02 -- 1,000.00 384,175.74 -- 1,000.00
Other account receivables provided for bad debt reserve under balance percentage method in the groups:
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承德南江股份有限公司 2013 半年度报告全文
□ Applicable √ Not applicable
Other account receivables provided for bad debt reserve under other method in the groups:
□ Applicable √ Not applicable
Other account receivable with minor single amount but with withdrawal bad debt provision for single item at period-end
□ Applicable √ Not applicable
(2) Other account receivables due from the shareholders holding 5% (5% included) or above voting shares
of the Company during the reporting period
In RMB
Amount at period-end Amount at period-begin
Name Bad debt amount Bad debt amount
Book balance Book balance
accrual accrual
(3) Top 5 other account receivable
In RMB
Relationship with the Proportion in total other
Name Amount Terms
Company account receivables (%)
Chengde Morsh
Subsidiary 162,024.10 Within 1 year 21.01%
Technology Co., Ltd.
Chengde Nanjiang
Subsidiary 159,781.19 Within 1 year 20.72%
Investment Co., Ltd.
Chengde Nanjiang
Ecological Agriculture Subsidiary 129,248.62 Within 1 year 16.76%
Co., Ltd.
Chengde Petroleum
Non-related relationship 80,000.00 Within 1 year 10.37%
Branch
Yan Qizhong Non-related relationship 70,000.00 1-2 years 9.08%
Total -- 601,053.91 -- 77.94%
(4) Other account receivables due from related parties
In RMB
Proportion in total other account
Name Relationship with the Company Amount
receivables (%)
Chengde Morsh Technology
Subsidiary 162,024.10 21.01%
Co., Ltd.
Chengde Nanjiang Investment
Subsidiary 159,781.19 20.72%
Co., Ltd.
108
承德南江股份有限公司 2013 半年度报告全文
Chengde Nanjiang Ecological
Subsidiary 129,248.62 16.76%
Agriculture Co., Ltd.
Total -- 451,053.91 58.49%
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承德南江股份有限公司 2013 半年度报告全文
2. Long-term equity investment
In RMB
Description of
inconformity Counting and
Share Cash
Increase and Vote of share drawing
Balance at Balance at holding dividends
Calculating percentage holding impairment
Company name decrease percentage Provision reserve at the
methods investment costs period-begin period-end in invested percentage and reserves at
in invested current
changes units (%) vote the current
units (%) period
percentage in period
invested units
Chengde
Rongyida Real
Estate Cost 1.00 53,114,299.73 53,114,299.73 100% 100%
Development
Co., Ltd.
Chengde
Nanjiang
Cost 90,000,000.00 50,000,000.00 40,000,000.00 90,000,000.00 100% 100%
Investment
Co., Ltd.
Chengde
Xingye
Cost 626,567,328.03 626,567,328.03 626,567,328.03 100% 100% 626,567,328.03
Papermaking
Co., Ltd.
Owes more
than 1/2 voting
Runhua Rural rights through
Water (Tianjin) negotiated
Cost 9,170,370.00 9,170,370.00 9,170,370.00 30% 53.43%
International with invested
Trade Co., Ltd. unit and has
rights to
appoint and
110
承德南江股份有限公司 2013 半年度报告全文
dismiss
majority of the
members of
the Board or
similar organ
Total -- 725,737,699.03 729,681,627.76 49,170,370.00 778,851,997.76 -- -- -- 626,567,328.03
Explanation on long-term equity investment
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承德南江股份有限公司 2013 半年度报告全文
3. Operating income and cost
(1) Operating income
In RMB
Item Amount of this period Amount of last period
Other operating income 20,183.93
Total 20,183.93
Operating cost 16,666.64 0.00
4. Supplementary information of cash flow statement
In RMB
Supplementary information Amount of this period Amount of last period
1. Adjust the net profits to be cash flow for operating activities -- --
Net profits -3,714,281.91 -639,546.15
Fixed assets depreciation, oil-and-gas assets loss , productive living
47,579.39
beings depreciation
Intangible assets amortization 212,171.58
Stock decreases(increases fill with “-“ ) -157,612,750.00
Operating receivables decrease(increases fill with “-“ ) 81,940.97 -214,457.22
Operating payables increase(decreases fill with “-“ ) 43,844,277.81 854,003.37
Net cash flow generated by operating activities -117,141,062.16 0.00
2. Significant investment financial activities not involving and cash
-- --
deposit and withdrawal
3. Net changes of cash and cash equivalents -- --
Ending balance of cash 1,077,832.54 4,019.80
Less: opening balance of cash equivalents 777,456.70 4,019.80
Net increase of cash and cash equivalents 300,375.84 0.00
XI. Supplementary Information
1. Current non-recurring gains/losses
In RMB
Item Amount Note
Gains/losses from the disposal of non-current asset (including the
94,211,992.12
write-off that accrued for impairment of assets)
Other non-operating income and expenditure except for the -260,416.96
112
承德南江股份有限公司 2013 半年度报告全文
aforementioned items
Total 93,951,575.16 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable√ Not-applicable
2. Difference of the accounting data under accounting rules in and out of China
(1) Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
In RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP 86,021,262.29 -15,704,981.50 200,915,933.90 114,894,671.61
Items and amount adjusted by IAS
(2) Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
In RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed
company company
Amount at
Amount in this period Amount in last period Amount at period-end
period-begin
Chinese GAAP 86,021,262.29 -15,704,981.50 200,915,933.90 114,894,671.61
Items and amount adjusted by foreign accounting rules
3. ROE and EPS
In RMB
EPS
Profit in the Period Weighted average ROE (%)
Basic EPS Diluted EPS
Net profit attributable to common shareholders
54.48% 0.12 0.12
of the Company
Net profit attributable to common shareholders -5.02% -0.01 -0.01
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承德南江股份有限公司 2013 半年度报告全文
of the Company after deducting non-recurring
gains/losses
4. Abnormalities and reasons of the accounting statement items of the Company
1. Closing amount of account paid in advane increased by RMB 15,705,436.87 compare with that of opening
amount with 5094.33% growth, mainly because the amount paid in advance for goods are not settled at
period-end;
2. Closing amount of inventory increased by RMB 168,714,979.86 compare with that of opening amount with
823.37% growth, mainly because the land purchased for real estate development purpose was reckoned into
inventory;
3. Closing amount of fixed assets decreased by RMB 14,540,144.12 compare with that of opening amount with
58.77% down, mainly because depreciation was accural in the Period and part of the house and buildings are
purchased by the Government;
4. Closing amount of other account payable decreased by RMB 35,339,801.56 compare with that of opening
amount with 67.73% down, mainly because part of the individual loans are paid in the Period;
5. Current amount of operation revenue increased by RMB 16,337,038.04 compare with that of last period with
3391.96% growth, mainly because sales of proeperty increased in the Period;
6. Current amount of finacnial expenses decreased by RMB 1,222,133.90 compare with that of last period with
74.06% down, mainly because loans interest decreased in the Period;
7. Current amount of non-operation revenue increased by RMB 94,235,507.01 compare with that of last period
with 100% growth, mainly resulted by the income from diposal of non-current assets, which arising from the land
assets recover by Government in the Period;
8. Net cash flow arising from investment activities increase RMB196,179,245.56 compare with that of last period
with 24,443.89% up, mainly because the amount from land assets recover by the Government recived in the
Period;
9. Net increase of cash and cash equivalent increase RMB 6,448,761.43 compare with that of last period with
163.4% up, mainly due to the sales of real estate and amount from land recover by the Government.
114
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Section IX. Documents available for reference
1. Financial statement carried with the signature and seal of the Person in charge of the Company, person in
charge of the accounitng works and accountant in charge.
2. Text and original draft of the notice that disclosed in reproting period on newspapers appointed by CSRC;
115
