承德南江股份有限公司 2013 年第三季度报告正文
Stock Code: 200160 Short Form of the Stock: Nanjiang-B Public Notice No: 2013-081
Chengde Nanjiang Co., Ltd.
Text of Third Quarter Report 2013
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承德南江股份有限公司 2013 年第三季度报告正文
Section I. Important Notes
Board of Directors and the Supervisory Committee of Chengde Nanjiang Co., Ltd. (hereinafter referred to as the
Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious
statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities,
individual and/or joint, for the reality, accuracy and completion of the whole contents.
All directors of the Company are attended the Meeting for quarterly report deliberation.
Principal of the Company Li Weimin, Person in Charge of Accounting Works Zhao Yongsheng and Person in
Charge of Accounting Organ (Accounting Officer) Liu Fengguo hereby confirm that the Financial Report of the
Third Quarterly Report is authentic, accurate and complete.
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承德南江股份有限公司 2013 年第三季度报告正文
Section II. Main accounting data and changes of shareholders
I. Main accounting data and index
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √ No
Current period-end Period-end of last year Increase/decrease (%)
Total assets(RMB) 435,453,564.32 193,617,124.65 124.9%
Net assets attributable to
shareholders of listed company 200,265,913.11 114,894,671.61 74.3%
(RMB)
Increase/decrease in
Increase/decrease in comparison with
Year-begin to end of
Current period comparison with same year-begin to
the Period
period of last year (%) Period-end of last year
(%)
Operating revenue (RMB) 188,911,332.87 175,142.42% 205,730,010.91 34,802.62%
Net profit attributable to
shareholders of the listed company -650,020.79 -101.51% 85,371,241.50 212.52%
(RMB)
Net profit attributable to
shareholders of the listed company
-456,316.27 93.58% -8,386,629.14 43.51%
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
-- -- -176,467,796.44 -1,850.87%
operating activities(RMB)
Basic earnings per share
-0.001 -101.67% 0.12 207.69%
(RMB/Share)
Diluted earnings per share
-0.001 -101.67% 0.12 207.69%
(RMB/Share)
Weighted average ROE (%) -0.32% 0% 54.18% -23.9%
Items and amount of extraordinary profit (gains)/losses
√Applicable □Not applicable
In RMB
Amount from year-begin to
Item Note
end of the Period
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承德南江股份有限公司 2013 年第三季度报告正文
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
-454,121.48
aforementioned items
Total 93,757,870.64 --
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
II. Statement of the total shareholders and shares-held of top ten shareholders at end of the
Period
In Share
Total shareholders at period-end 18,926
Shares-held of top ten shareholders
Amount of Number of share pledged/frozen
Nature of Proportion of Amount of shares
Shareholders non-tradable
shareholder shares held (%) held State of share Amount
shares held
Domestic natural
Wang Dong 29.49% 208,324,800 208,324,800
person
GUOTAI
JUNAN
SECURITIES(H Foreign corporate 13.14% 92,797,207 0
ONGKONG)
LIMITED
China Everbright
Securities (HK) Foreign corporate 4.52% 31,907,017 0
Limited
Shanghai
Wanguo (H.K) Foreign corporate 3.26% 23,039,933 0
Securities
Chengde North Domestic
Industrial non-state owned 2.62% 18,517,651 18,517,651
Corporation legal person
Domestic natural
Wang Zhengsong 1.89% 13,327,891 13,327,891
person
Domestic natural
Wang Wensheng 1.03% 7,258,007 0
person
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承德南江股份有限公司 2013 年第三季度报告正文
Domestic natural
Yu Sanxi 0.83% 5,885,000 0
person
Domestic natural
Zou Xiaomin 0.78% 5,482,000 0
person
Domestic natural
Li Tianyun 0.73% 5,158,000 0
person
Tradable shares held by top 10 shareholders
Amount of tradable shares Type of shares
Shareholders
held Type Amount
GUOTAI JUNAN
92,797,207 Domestically listed foreign shares 92,797,207
SECURITIES(HONGKONG) LIMITED
China Everbright Securities (HK) Limited 31,907,017 Domestically listed foreign shares 31,907,017
Shanghai Wanguo (H.K) Securities 23,039,933 Domestically listed foreign shares 23,039,933
Wang Wensheng 7,258,007 Domestically listed foreign shares 7,258,007
Yu Sanxi 5,885,000 Domestically listed foreign shares 5,885,000
Zou Xiaomin 5,482,000 Domestically listed foreign shares 5,482,000
Li Tianyun 5,158,000 Domestically listed foreign shares 5,158,000
Liu Tingyu 3,399,809 Domestically listed foreign shares 3,399,809
Peng Wei 2,978,525 Domestically listed foreign shares 2,978,525
Zhao Ziying 2,853,616 Domestically listed foreign shares 2,853,616
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
among the aforesaid shareholders
company” among the above said shareholders.
Explanation on shareholders involving
N/A
margin business (if applicable)
Whether has a buy-back agreement dealing in reporting period
□Yes √No
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承德南江股份有限公司 2013 年第三季度报告正文
Section III. Important events
I. Particular about major changes from items of main accounting statements and
financial indexes as well as reasons
Closing Opening
Item amount/thi amount/la +,- +,- (%) Reasons
s Period st Period
Transaction financial assets
Transaction increased due to the
financial 14,345,929 14,345,92 100.00% combination of subsidiary ,
-
assets .68 9.68 that is acquisition of Runhua
RW
Account Sales of goods are not settled
6,738,950. 6,738,950 100.00%
receivable - in the Period
00 .00
Amount paid in advance for
Account paid
26,513,912 26,205,62 8500.25% the goods are not settled by
in advance 308,292.36
.47 0.11 subsidiary in the Period
The current account paid in
Other account
45,402,675 28,169,019 17,233,65 61.18% the Period has not been
receivables
.81 .64 6.17 settled
The land purchased use for
real estate development
Inventory 189,539,57 20,490,734 169,048,8 825.00%
purpose was reckoned into
4.11 .61 39.50
inventory
Other current Financing products from
9,000,000. -9,000,00 -100.00%
assets - ICBC were received due
00 0.00
The long-term equity
Long-term investment increased due to
equity 6,613,603. 6,613,603 100.00% the combination of
-
investment 40 .40 subsidiary , that is acquisition
of Runhua RW
Mainly because part of the
houses and buildings of
Fixed assets 11,296,416 24,742,103 -13,445,6 -54.34% subsidiary are acquired by
.11 .60 87.49 Government and depreciation
was accrued in the Period
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承德南江股份有限公司 2013 年第三季度报告正文
Long-term Mainly due to the increase of
expenses to be 5,180,599. 4,446,174 605.40% expenditure for major repair
734,424.92
amortized 44 .52 in the Period
The note settle by bank
acceptance increased due to
Note payable 98,000,000 98,000,00 100.00% the combination of
-
.00 0.00 subsidiary , that is acquisition
of Runhua RW
Mainly because the payable
Account amount for materials
13,012,012 2,052,001. 10,960,01 534.11%
receivable purchasing was unpaid at end
.75 91 0.84
of the Period
The account received in
Account
advance from subsidiary has
received in 37,128,967 7,120,711. 30,008,25 421.42%
not been carried-forward to
advance .51 50 6.01
revenue
Relevant taxes were paid by
Tax payable 4,309,970. 11,042,907 -6,732,93 -60.97%
subsidiary in the Period
95 .39 6.44
More operation revenue from
Operation 205,730,01 34802.62
589,440.00 205,140,5 purchasing subsidiary of
revenue 0.91 %
70.91 Runhua RW
More carried-forward costs
Operation 195,036,77
195,036,7 100.00% from purchasing subsidiary of
cost 1.02 -
71.02 Runhua RW
Mainly because the relevant
Business tax 1,357,319. taxes accrued for recognized
50,243.20 1,307,076 2601.50%
and surcharge 37 revenue increased in the
.17
Period
Financial 3,696,233. Interest paid for loans
313,705.12 -3,382,52 -91.51%
expense 71 decreased in the Period
8.59
Income from disposal of
Non-operation 94,245,402 50,598,668 non-current assets increased
43,646,73 86.26%
revenue .50 .90 due to the land collected by
3.60
government
The settlement losses of
Non-operation 10,205,879
487,531.86 -9,718,34 -95.22% lawsuits lower than that of
expenditure .28
7.42 last period
Income tax 5,359,232. 2,279,190. Mainly because the revenue
135.14%
expenses 68 25 3,080,042 recognized increased in the
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承德南江股份有限公司 2013 年第三季度报告正文
.43 Period and current income tax
expenses increased
Net profit
Income from disposal of
attributable to
85,371,241 27,316,944 non-current assets increased
owners’ of 58,054,29 212.52%
.50 .29 due to the land collected by
parent 7.21
government
company
Minority -2,502,129 Less deficit from subsidiary
-16,373.25 2,485,756 99.35%
interest .75 in the Period
.50
Net cash flow
The amount paid for lands use
arising from -176,467,7 -9,045,575 -1850.87
-167,422, for real estate development
operating 96.44 .00 %
221.44 purpose in the Period
activities
Amount received for land
Net cash flow
collection from the
arising from 234,990,57 63,588,299
171,402,2 269.55% Government and net cash
investment 7.06 .97
77.09 increased due to the
activities
purchasing of Runhua RW
Net cash flow
arising from -38,731,54 -5,504,480 Loan principal and interest
-33,227,0 -603.64%
financing 9.04 .80 are paid in the Period
68.24
activities
II. Progress of significant events, their influences, and analysis and explanation
of their solutions
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.
3. On 1 July 2013, the state-owned industarial lands owned by Chengde County Rongyida Real Estate
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承德南江股份有限公司 2013 年第三季度报告正文
Development Company Limited-the wholly-owned subsidiary of the Company, was reserved by Land Reserved
Center of Chengde County, totally compensation for the land and ground attachments was RMB 150.16633 million.
Found more details in relevant notice of Juchao Website http://www.cninfo.com.cn.
4. On 29 August 2013, the state-owned lands owned by Chengde County Rongyida Real Estate Development
Company Limited-the wholly-owned subsidiary of the Company and nine state-owned lands of the Company were
reserved by Land Reserved Center of Chengde County, totally compensation for the land and ground attachments
was RMB 238.9491 million. Found more details in relevant notice of Juchao Website http://www.cninfo.com.cn.
Overview Disclosure date Query index for interim notice
Juchao Website
Assets Sales of Wholly-owned Subsidiary 2013-07-01
http://www.cninfo.com.cn/
Juchao Website
Assets Sales 2013-08-29
http://www.cninfo.com.cn/
III. Commitments made by the Company or shareholders holding above 5%
shares of the Company in reporting period or made in previous period and
extending to reporting period
Dated for
Commitment Commitmen Implementa
Commitments Contents commitmen
party t term tion
t
Share Merger
Reform
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
Commitments in Dalu Co., Ltd. After transaction, Chengde Dalu Co., Ltd
Duration of
report of Controlling still has the ability of independent operation and owes Implementi
2012-04-24 the
acquisition or shareholder independent legal person, and continues to owes the ng
Company
equity change 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
Commitments in (deducting non-recurring gains and losses) for 2012, Implementi
Controlling
assets 2013, 2014 and 2015 for Runhua Rural Water (Tianjin) 2013-04-10 2012-2015 ng
shareholder
reorganization International Trade Co., Ltd. Respectively can’t be normally
less than 306,300 Yuan, 904,000 Yuan, 1,500,000 Yuan
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承德南江股份有限公司 2013 年第三季度报告正文
and 3,400,000 Yuan. If the actual net profit is less than
the promised, the controlling shareholders shall perform
the obligations of profit compensation accordingly.
Commitment made
during the IPO or
refinancing
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
Other commitment: Based on Listing Rules of Shenzhen Stock
commitments to Directors and Exchange and other applicable laws and regulations, we
In later 12 Implementi
minority senior make a plan in next 12 months, increasingly hold shares 2013-01-09
months ng
shareholders of the executives of the Company in secondary market using own funds.
Company 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
N/A
and further plan (if
applicable)
IV. Estimation of operation performance for year of 2013
Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss
probably or the warning of its material change compared with the corresponding period of the last year and
explanation of reason
□Applicable √Not applicable
V. Registration form of receiving research, communication and interview in the
report period
Date Place Way Type Object Content discussed and documents provided
Securities department Progress of major assets restructuring, no
2013-07-08 Telephone Individual Investor
of the Company material provided
Securities department Routine operation of the Company, no
2013-07-30 Telephone Individual Investor
of the Company materials provided
Securities department Assets sales of the Company, no materials
2013-09-03 Telephone Individual Investor
of the Company provided
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