承德南江股份有限公司 2013 年第三季度报告全文 Chengde Nanjiang Co., Ltd. THE THIRD QUARTERLY REPORT FOR 2013 October 2013 1 承德南江股份有限公司 2013 年第三季度报告全文 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. 2 承德南江股份有限公司 2013 年第三季度报告全文 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 3 承德南江股份有限公司 2013 年第三季度报告全文 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 Wang Dong Domestic natural 29.49% 208,324,800 208,324,800 person GUOTAI Foreign corporate 13.14% 92,797,207 0 JUNANEverbright Foreign corporate China 4.52% 31,907,017 0 Securities (HK) Shanghai Foreign corporate 3.26% 23,039,933 0 Wanguo (H.K) Chengde North Domestic 2.62% 18,517,651 18,517,651 Industrial non-state owned Wang Zhengsong Domestic natural 1.89% 13,327,891 13,327,891 Wang Wensheng person natural Domestic 1.03% 7,258,007 0 person Yu Sanxi Domestic natural 0.83% 5,885,000 0 Zou Xiaomin person natural Domestic 0.78% 5,482,000 0 person Li Tianyun Domestic natural 0.73% 5,158,000 0 person Tradable shares held by top 10 shareholders Type of shares Shareholders Amount of tradable shares held Type Amount GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 92,797,207 listed foreign 92,797,207 LIMITED shares Domestically China Everbright Securities (HK) 31,907,017 31,907,017 listed foreign 4 承德南江股份有限公司 2013 年第三季度报告全文 shares Limited Domestically Shanghai Wanguo (H.K) Securities 23,039,933 listed foreign 23,039,933 shares Domestically Wang Wensheng 7,258,007 listed foreign 7,258,007 shares Domestically Yu Sanxi 5,885,000 listed foreign 5,885,000 shares Domestically Zou Xiaomin 5,482,000 listed foreign 5,482,000 shares Domestically Li Tianyun 5,158,000 listed foreign 5,158,000 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 Explanation on associated The Company is unknown whether there exists associated relationship or belongs to relationship among the aforesaid consistent actor regulated by “management method for acquisition of listed company” among shareholders the above said shareholders. Explanation on shareholders involving margin business (if N/A applicable) Whether has a buy-back agreement dealing in reporting period □Yes √No 5 承德南江股份有限公司 2013 年第三季度报告全文 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/this amount/last +,- +,- (%) Reasons Period Period Transaction financial assets increased due to Transaction the combination of 100.00% financial assets 14,345,929.68 - 14,345,929.68 subsidiary , that is acquisition of Runhua RW Account Sales of goods are not 100.00% receivable 6,738,950.00 - 6,738,950.00 settled in the Period Amount paid in advance Account paid in for the goods are not 8500.25% advance 26,513,912.47 308,292.36 26,205,620.11 settled by subsidiary in the Period The current account paid Other account 61.18% in the Period has not been receivables 45,402,675.81 28,169,019.64 17,233,656.17 settled The land purchased use for real estate Inventory 825.00% 189,539,574.11 20,490,734.61 169,048,839.50 development purpose was reckoned into inventory Other current Financing products from -100.00% assets - 9,000,000.00 -9,000,000.00 ICBC were received due The long-term equity investment increased due Long-term equity to the combination of 100.00% investment 6,613,603.40 - 6,613,603.40 subsidiary , that is acquisition of Runhua RW Mainly because part of the houses and buildings Fixed assets -54.34% 11,296,416.11 24,742,103.60 -13,445,687.49 of subsidiary are acquired by Government and 6 承德南江股份有限公司 2013 年第三季度报告全文 depreciation was accrued in the Period Mainly due to the Long-term increase of expenditure expenses to be 605.40% 5,180,599.44 734,424.92 4,446,174.52 for major repair in the amortized Period The note settle by bank acceptance increased due to the combination of Note payable 100.00% 98,000,000.00 - 98,000,000.00 subsidiary , that is acquisition of Runhua RW Mainly because the payable amount for Account 534.11% materials purchasing was receivable 13,012,012.75 2,052,001.91 10,960,010.84 unpaid at end of the Period The account received in advance from subsidiary Account received 421.42% has not been in advance 37,128,967.51 7,120,711.50 30,008,256.01 carried-forward to revenue Relevant taxes were paid Tax payable -60.97% by subsidiary in the 4,309,970.95 11,042,907.39 -6,732,936.44 Period More operation revenue Operation 205,730,010.91 589,440.00 34802.62% from purchasing revenue 205,140,570.91 subsidiary of Runhua RW More carried-forward Operation cost 195,036,771.02 100.00% costs from purchasing - 195,036,771.02 subsidiary of Runhua RW Mainly because the Business tax and relevant taxes accrued for 1,357,319.37 50,243.20 2601.50% surcharge 1,307,076.17 recognized revenue increased in the Period Interest paid for loans Financial expense 313,705.12 3,696,233.71 -91.51% -3,382,528.59 decreased in the Period Income from disposal of Non-operation non-current assets 94,245,402.50 50,598,668.90 86.26% revenue 43,646,733.60 increased due to the land collected by government 7 承德南江股份有限公司 2013 年第三季度报告全文 The settlement losses of Non-operation 487,531.86 10,205,879.28 -95.22% lawsuits lower than that expenditure -9,718,347.42 of last period Mainly because the revenue recognized Income tax 5,359,232.68 2,279,190.25 135.14% increased in the Period expenses 3,080,042.43 and current income tax expenses increased Net profit Income from disposal of attributable to non-current assets 85,371,241.50 27,316,944.29 212.52% owners’ of parent 58,054,297.21 increased due to the land company collected by government Less deficit from Minority interest -16,373.25 -2,502,129.75 99.35% 2,485,756.50 subsidiary in the Period Net cash flow The amount paid for arising from lands use for real estate -176,467,796.44 -9,045,575.00 -1850.87% operating -167,422,221.44 development purpose in activities the Period Amount received for land Net cash flow collection from the arising from Government and net cash 234,990,577.06 63,588,299.97 269.55% investment 171,402,277.09 increased due to the activities purchasing of Runhua RW Net cash flow Loan principal and arising from -38,731,549.04 -5,504,480.80 -603.64% interest are paid in the financing -33,227,068.24 Period 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 8 承德南江股份有限公司 2013 年第三季度报告全文 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 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 Commitm Dated for Commitmen Implementa Commitments Contents ent party commitment t term tion 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 Dalu Co., Ltd. After transaction, Chengde Commitments in Controllin Dalu Co., Ltd still has the ability of independent Duration of report of g Implementi operation and owes independent legal person, and 2012-04-24 the acquisition or equity shareholde ng continues to owes the independency of institution, Company change r 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 Commitments in Controllin The performance compensation commitment: net Implementi 2013-04-10 2012-2015 assets reorganization g profit (deducting non-recurring gains and losses) for ng 9 承德南江股份有限公司 2013 年第三季度报告全文 shareholde 2012, 2013, 2014 and 2015 for Runhua Rural Water normally r (Tianjin) International Trade Co., Ltd. Respectively can’t be less than 306,300 Yuan, 904,000 Yuan, 1,500,000 Yuan 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 commitment: Based on Listing Rules of Shenzhen Other commitments to Directors Stock Exchange and other applicable laws and In later 12 Implementi minority shareholders and senior regulations, we make a plan in next 12 months, 2013-01-09 months ng of the Company executives increasingly hold shares of the Company in secondary market using own 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 or Yes not Detail reasons for un-complement and N/A 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 Content discussed and documents Date Place Way Type Object provided Securities department of the Progress of major assets restructuring, no 2013-07-08 Telephone Personal Investor Company material provided Securities department of the Routine operation of the Company, no 2013-07-30 Telephone Personal Investor Company materials provided Securities department of the Assets sales of the Company, no materials 2013-09-03 Telephone Personal Investor Company provided 10 承德南江股份有限公司 2013 年第三季度报告全文 Section IV. Financial Statement I. Financial statement 1. Consolidated Balance Sheet Prepared by Chengde Nanjiang Co., Ltd. In RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 101,337,278.45 81,546,046.87 Settlement provisions Capital lent Transaction finance asset 14,345,929.68 Notes receivable Accounts receivable 6,738,950.00 Accounts paid in advance 26,513,912.47 308,292.36 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 45,402,675.81 28,169,019.64 Purchase restituted finance asset Inventories 189,539,574.11 20,490,734.61 Non-current asset due within one year Other current assets 9,000,000.00 Total current assets 383,878,320.52 139,514,093.48 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 6,613,603.40 11 承德南江股份有限公司 2013 年第三季度报告全文 Investment property Fixed assets 11,296,416.11 24,742,103.60 Construction in progress 402,587.43 Engineering material Disposal of fixed asset Productive biological asset 391,154.39 Oil and gas asset Intangible assets 26,574,659.62 26,705,104.38 Expense on Research and Development Goodwill Long-term expenses to be 5,180,599.44 734,424.92 apportioned Deferred income tax asset 1,518,810.84 1,518,810.84 Other non-current asset Total non-current asset 51,575,243.80 54,103,031.17 Total assets 435,453,564.32 193,617,124.65 Current liabilities: Short-term loans Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 98,000,000.00 Accounts payable 13,012,012.75 2,052,001.91 Accounts received in advance 37,128,967.51 7,120,711.50 Selling financial asset of repurchase Commission charge and commission payable Wage payable 6,157,208.10 6,328,453.28 Taxes payable 4,309,970.95 11,042,907.39 Interest payable Dividend payable Other accounts payable 49,916,836.98 52,178,378.96 12 承德南江股份有限公司 2013 年第三季度报告全文 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities Total current liabilities 208,524,996.29 78,722,453.04 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable 100,000.00 Projected liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 100,000.00 Total liabilities 208,624,996.29 78,722,453.04 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 706,320,000.00 706,320,000.00 Capital public reserve 456,470,250.78 456,470,250.78 Less: Inventory shares Reasonable reserve Surplus public reserve 76,791,550.17 76,791,550.17 Provision of general risk Retained profit -1,039,315,887.84 -1,124,687,129.34 Balance difference of foreign currency translation Total owner’s equity attributable to 200,265,913.11 114,894,671.61 parent company Minority interests 26,562,654.92 Total owner’s equity(or shareholders’ 226,828,568.03 114,894,671.61 equity) Total liabilities and owner’s equity(or 435,453,564.32 193,617,124.65 shareholders’ equity) Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 13 承德南江股份有限公司 2013 年第三季度报告全文 2. Balance Sheet of parent company Prepared by Chengde Nanjiang Co., Ltd. In RMB Item Balance at period-end Balance at period-begin Current assets: Monetary funds 1,090,817.14 777,456.70 Transaction finance asset Notes receivable Accounts receivable Accounts paid in advance Interest receivable Dividend receivable Other receivables 743,818.28 782,244.99 Inventories 161,208,979.00 Non-current asset due within one year Other current assets Total current assets 163,043,614.42 1,559,701.69 Non-current assets: Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 152,284,669.73 103,114,299.73 Investment real estate Fixed assets 1,340,005.40 666,168.02 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 15,805,714.15 16,123,971.52 Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset Other non-current asset 14 承德南江股份有限公司 2013 年第三季度报告全文 Total non-current asset 169,430,389.28 119,904,439.27 Total assets 332,474,003.70 121,464,140.96 Current liabilities: Short-term loans Transaction financial liabilities Notes payable Accounts payable Accounts received in advance Wage payable 23,102.00 189,016.48 Taxes payable -116,487.98 -52,171.87 Interest payable Dividend payable Other accounts payable 316,676,031.01 99,848,758.92 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 316,582,645.03 99,985,603.53 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 316,582,645.03 99,985,603.53 Owner’s equity (or shareholders’ equity): Paid-up capital (or share capital) 706,320,000.00 706,320,000.00 Capital public reserve 449,365,886.69 449,365,886.69 Less: Inventory shares Reasonable reserve Surplus public reserve 76,791,550.17 76,791,550.17 General risk reserve Retained profit -1,216,586,078.19 -1,210,998,899.43 15 承德南江股份有限公司 2013 年第三季度报告全文 Balance difference of foreign currency translation Total owner’s equity(or shareholders’ 15,891,358.67 21,478,537.43 equity) Total liabilities and owner’s equity(or 332,474,003.70 121,464,140.96 shareholders’ equity) Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 3. Consolidated Profit Statement (this report period) Prepared by Chengde Nanjiang Co., Ltd. In RMB Item Amount in this period Amount in last period I. Total operating income 188,911,332.87 107,800.00 Including: Operating income 188,911,332.87 107,800.00 II. Total operating cost 190,098,300.87 5,695,140.24 Including: Operating cost 183,033,031.37 0.00 Operating tax and extras 445,808.47 1,056.00 Sales expenses 1,532,512.47 Administration expenses 5,201,266.11 3,648,007.10 Financial expenses -114,317.55 2,046,077.14 Investment income (Loss is 1,141,255.98 listed with “-”) III. Operating profit (Loss is listed -45,712.02 -5,587,340.24 with “-”) Add: Non-operating income 9,895.49 50,598,668.90 Less: Non-operating expense 203,600.01 286,865.48 IV. Total Profit (Loss is listed with -239,416.54 44,724,463.18 “-”) Less: Income tax expense 414,429.21 2,250,225.00 V. Net profit (Net loss is listed with “-”) -653,845.75 42,474,238.18 Net profit attributable to owner’s of -650,020.79 43,021,925.79 parent company Minority shareholders’ gains and losses -3,824.96 -547,687.61 VI. Earnings per share -- -- i. Basic earnings per share -0.001 0.06 ii. Diluted earnings per share -0.001 0.06 VIII. Total comprehensive income -653,845.75 42,474,238.18 Total consolidated income attributable -650,020.79 43,021,925.79 to owners of parent company 16 承德南江股份有限公司 2013 年第三季度报告全文 Total consolidated income attributable -3,824.96 -547,687.61 to minority shareholders Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 4. Profit Statement of parent company (this report period) Prepared by Chengde Nanjiang Co., Ltd. In RMB Items Amount in this period Amount in last period I. Operating income 1,898.80 0.00 Less: operating cost 2,010.88 0.00 Administration expenses 1,868,649.02 869,508.37 Financial expenses 635.75 II. Operating profit (Loss is listed -1,869,396.85 -869,508.37 with “-”) Add: Non-operating income 100.00 Less: Non-operating expense 3,600.00 100.00 III. Total Profit (Loss is listed with -1,872,896.85 -869,608.37 “-”) IV. Net profit (Net loss is listed with -1,872,896.85 -869,608.37 “-”) V. Earnings per share -- -- i. Basic earnings per share -0.003 -0.001 ii. Diluted earnings per share -0.003 -0.001 VII. Total comprehensive income -1,872,896.85 -869,608.37 Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 5. Consolidated profit statement (from year-begin to end of this period) Prepared by Chengde Nanjiang Co., Ltd. In RMB Item Amount in this period Amount in last period I. Total operating income 205,730,010.91 589,440.00 Including: Operating income 205,730,010.91 589,440.00 Interest income Insurance gained Commission charge and commission income II. Total operating cost 209,992,905.09 13,888,224.83 17 承德南江股份有限公司 2013 年第三季度报告全文 Including: Operating cost 195,036,771.02 0.00 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 1,357,319.37 50,243.20 Sales expenses 1,532,512.47 Administration expenses 13,200,443.17 10,141,747.92 Financial expenses 313,705.12 3,696,233.71 Losses of devaluation of asset -1,447,846.06 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with 1,219,124.47 “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed -3,043,769.71 -13,298,784.83 with “-”) Add: Non-operating income 94,245,402.50 50,598,668.90 Less: Non-operating expense 487,531.86 10,205,879.28 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with 90,714,100.93 27,094,004.79 “-”) Less: Income tax expense 5,359,232.68 2,279,190.25 V. Net profit (Net loss is listed with “-”) 85,354,868.25 24,814,814.54 Including: net profit realized before consolidation by mergered party Net profit attributable to owner’s of 85,371,241.50 27,316,944.29 parent company Minority shareholders’ gains and losses -16,373.25 -2,502,129.75 VI. Earnings per share -- -- i. Basic earnings per share 0.12 0.039 ii. Diluted earnings per share 0.12 0.039 VII. Other consolidated income 18 承德南江股份有限公司 2013 年第三季度报告全文 VIII. Total comprehensive income 85,354,868.25 24,814,814.54 Total consolidated income attributable 85,371,241.50 27,316,944.29 to owners of parent company Total consolidated income attributable -16,373.25 -2,502,129.75 to minority shareholders Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 6. Profit Statement of parent company (from year-begin to end of this period) Prepared by Chengde Nanjiang Co., Ltd. In RMB Items Amount in this period Amount in last period I. Operating income 22,082.73 0.00 Less: operating cost 18,677.52 0.00 Operating tax and extras Sales expenses Administration expenses 5,595,739.02 1,509,039.02 Financial expenses 334.95 15.50 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: Investment income on affiliated company and joint venture II. Operating profit (Loss is listed -5,592,668.76 -1,509,054.52 with “-”) Add: Non-operating income 14,090.00 Less: Non-operating expense 8,600.00 100.00 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with -5,587,178.76 -1,509,154.52 “-”) Less: Income tax expense IV. Net profit (Net loss is listed with -5,587,178.76 -1,509,154.52 “-”) V. Earnings per share -- -- i. Basic earnings per share -0.008 -0.002 ii. Diluted earnings per share -0.008 -0.002 VI. Other consolidated income VII. Total comprehensive income -5,587,178.76 -1,509,154.52 Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 19 承德南江股份有限公司 2013 年第三季度报告全文 7. Consolidated Cash Flow Statement (from year-begin to end of this period) Prepared by Chengde Nanjiang Co., Ltd. In RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities 235,280,752.29 41,304,904.08 and providing labor services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received concerning 36,451,811.29 3,764,057.03 operating activities Subtotal of cash inflow arising from 271,732,563.58 45,068,961.11 operating activities Cash paid for purchasing commodities 384,235,520.54 26,114,498.70 and receiving labor 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 4,238,634.54 1,779,078.67 Taxes paid 22,887,501.29 13,709,609.67 Other cash paid concerning operating 36,838,703.65 12,511,349.07 activities Subtotal of cash outflow arising from 448,200,360.02 54,114,536.11 operating activities Net cash flows arising from operating -176,467,796.44 -9,045,575.00 activities II. Cash flows arising from investing activities: Cash received from recovering 9,000,000.00 investment Cash received from investment income 77,868.49 20 承德南江股份有限公司 2013 年第三季度报告全文 Net cash received from disposal of fixed, intangible and other long-term 172,238,021.00 61,678,178.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning 57,483,537.07 3,000,000.00 investing activities Subtotal of cash inflow from investing 238,799,426.56 64,678,178.00 activities Cash paid for purchasing fixed, 3,808,849.50 235,729.50 intangible and other long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing 854,148.53 activities Subtotal of cash outflow from investing 3,808,849.50 1,089,878.03 activities Net cash flows arising from investing 234,990,577.06 63,588,299.97 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 205,054.95 financing activities Subtotal of cash inflow from financing 5,205,054.95 activities Cash paid for settling debts 35,300,000.00 Cash paid for dividend and profit 8,636,603.99 2,414,480.80 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing 3,090,000.00 activities Subtotal of cash outflow from financing 43,936,603.99 5,504,480.80 activities Net cash flows arising from financing -38,731,549.04 -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 19,791,231.58 49,038,244.17 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 101,337,278.45 54,555,936.46 equivalents at the period -end Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 21 承德南江股份有限公司 2013 年第三季度报告全文 8. Cash Flow Statement of parent company (from year-begin to end of this period) Prepared by Chengde Nanjiang Co., Ltd. In RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services Write-back of tax received Other cash received concerning 44,676,786.29 866,827.73 operating activities Subtotal of cash inflow arising from 44,676,786.29 866,827.73 operating activities Cash paid for purchasing commodities 154,600,079.00 and receiving labor service Cash paid to/for staff and workers 1,415,966.32 84,787.82 Taxes paid 6,883,726.61 50.00 Other cash paid concerning operating 4,396,892.92 682,483.22 activities Subtotal of cash outflow arising from 167,296,664.85 767,321.04 operating activities Net cash flows arising from operating -122,619,878.56 99,506.69 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and 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, 745,261.00 81,502.16 intangible and other long-term assets Cash paid for investment 49,170,370.00 Net cash received from subsidiaries and other units Other cash paid concerning investing 18,004.53 activities Subtotal of cash outflow from investing 49,915,631.00 99,506.69 activities Net cash flows arising from investing -49,915,631.00 -99,506.69 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 172,848,870.00 Cash received from issuing bonds 22 承德南江股份有限公司 2013 年第三季度报告全文 Other cash received concerning financing activities Subtotal of cash inflow from financing 172,848,870.00 activities Cash paid for settling debts Cash paid for dividend and profit distributing or interest paying Other cash paid concerning financing activities Subtotal of cash outflow from financing activities Net cash flows arising from financing 172,848,870.00 activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash 313,360.44 equivalents Add: Balance of cash and cash 777,456.70 4,019.80 equivalents at the period -begin VI. Balance of cash and cash 1,090,817.14 4,019.80 equivalents at the period -end Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo II. Audit Report Whether the third quarter report was audited or not □Yes √No The third quarter report of the Company has not been audited 23