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南江B:2013年第三季度报告全文(英文版)2013-10-27  

						                            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




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                                                                      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.




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                                                                                   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



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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


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                                                                                                  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




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                                                                  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


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                                                                                  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


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                                                                                                    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


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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



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                              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




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                                                                        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


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     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



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                                                                    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


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                                                                     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


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                                                         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