承德南江股份有限公司 2013 年度报告摘要 Stock Code: 200160 Public Notice No.: 2014-016 Short Form of the Stock: ST Nanjiang B Chengde Nanjiang Co., Ltd. Summary of Annual Report 2013 1. Important Notice The summary is abstract from full-text of annual report, for more details information, investors should found in the full-text of annual report that published on website of Shenzhen Stock Exchange and other website appointed by CSRC. Company Profile Short form of the stock NANJIANG-B Stock code 200160 Stock exchange for listing Shenzhen Stock Exchange Person/Way to contact Secretary of the Board Rep. of security affairs Name Li Weimin Tel. 0314-3115048 Fax. 0314-3111475 E-mail liwm@nanjianggroup.com 2. Main financial data and changes of shareholders (1) Main financial data Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Changes over last 2013 2012 2011 year (%) Operating income (RMB) 363,952,258.89 79,512,004.22 357.73% 515,150.00 Net profit attributable to shareholders 94,806,811.16 32,894,368.82 188.22% 1,818,785.62 of the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting -5,614,485.87 -1,721,230.31 -226.19% -15,395,047.49 non-recurring gains and losses(RMB) Net cash flow arising from operating -204,553,032.66 -4,386,658.32 -4,563.07% -5,491,422.69 activities(RMB) Basic earnings per share 0.13 0.05 160% 0.003 (RMB/Share) Diluted earnings per share 0.13 0.05 160% 0.003 (RMB/Share) Weighted average ROE (%) 58.42% 36.01% 22.41% 0% Changes over end End of 2013 End of 2012 End of 2011 of last year (%) Total assets (RMB) 380,763,274.72 193,617,124.65 96.66% 209,909,350.33 1 承德南江股份有限公司 2013 年度报告摘要 Net assets attributable to shareholder 209,701,482.77 114,894,671.61 82.52% 74,895,938.70 of listed company(RMB) (2) Statement of shares held by top 10 shareholders Total shareholders ended as Total shareholders at end of 18,594 the 5th trading day before 18,796 reporting period annual report disclosed Particular about shares held by top ten shareholders Proportion Shares pledge or Amount of Shareholders Nature of shares Amount of restricted shares held frozen shares held held (%) Status Amount Domestic Wang Dong 29.49% 208,324,800 208,324,800 nature person GUOTAI JUNAN Overseas legal SECURITIES( 13.51% 95,423,522 0 person HONGKONG) LIMITED Everbright Securities Overseas legal 5.38% 37,969,687 0 (H.K.) Co., person Ltd. Domestic Chengde North non-state Industrial 2.62% 18,517,651 18,517,651 owned legal Corporation person Shanghai Overseas legal Wanguo (H.K) 2.39% 16,860,724 0 person Securities Wang Domestic 1.89% 13,327,891 13,327,891 Zhengsong nature person Wang Domestic 1.03% 7,258,007 0 Wensheng nature person Domestic Zhou Haihong 0.95% 6,708,495 0 nature person Domestic Yu Sanxi 0.83% 5,888,900 0 nature person Domestic Li Tianyun 0.73% 5,158,000 0 nature person 2 承德南江股份有限公司 2013 年度报告摘要 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” shareholders among the above said shareholders. Explanation on shareholders involving margin business (if N/A applicable) (3) Property right and controlling relationships between the actual controllers of the Company and the Company is as follows: Wang Dong 29.49% CHENGDE NANJIANG CO., LTD. 3. Discussion and analysis by the Management Team Year of 2013 is the development year for Chengde Nanjiang Co., Ltd. Under the efforts in one year, the Company achieved a breakthrough in many aspect of the business exploitation, and developed a favorable condition of multiple main business operates side by side. Main works of the Company during reporting period as: I.Breakthrough in main business During the Period, the Company shows a sound situation of common advance with real estate, eco-agriculture, new energy& international trading side by side. 1. In field of real estate In 2013, under the background of accelation of urbanization planning from the State, the Company make use of the advantage of self-owned land reserves, start to develop the NanjiangHuijing Tiandi project, with prime location in the County, after the first real estate project of the Company, Qianyuan Community, completed successfully. The project is located in the heart of the Chengde County, covers approximately 97,627 square meters and designed by Architectural Design and Reserarch Institute of Tsinghua University, particularly, makes pointed construction design for the issues found in common community in the town, and gains a sound social respnse and market reaction. 2. In field of eco-agriculture The Company initiated the eco-agriculture projects by taking full advantage of local unique natural enviornment in Chengde. In 2013, the Company further to enlarge the investment for eco-agriculture, expended production scale, at present, totaling planting area covers 150 mu and breeding area covers 220 mu with products of mountain chickens, mountain chickens eggs, lean hogs, wild boar, Boer goat and viours vegetables and fruits etc. included. A modern standard breeding base and cultivation sites are established. In the reporting period, eco-agriculture of the Company pass a certification of “Origin Pollution-Free” through the Hebei Province, Chengde City and Chengde County authority as well as the Ministry of Agriculture. Furthermore, entered into a long-term strataegy cooperation agreement with Beijing Xiangeqing Group to be the only food supplier for Beijing Xiangerqing. 3. In field of new materials On 24 January 2013, the wholly-owned subsidiary of the Company—Chengde Nanjiang Investment Co., Ltd., entered into a cooperation agreement with Ningbo Morsh Technology Co., Ltd. for established Chengde Morsh Technology Co., Ltd. contributed by two parties. And takes “current collector functionality coat upon the application of graphene” project as the first project for cooperation between the two parties, Chengde Morshi contract to build the production line of current collector functionality coat upon the aplication of graphene with 2 million Square meters output annually at least. Currently, early preparation of the project is going well, the Company will determine the production schedule according to the maturity of technology and market exploitation. II. Material assets restructuring accomplished During the reporting period, the material assets restructuring and follw-up works of Tianjin Runhua was completed, completion of the restructuring will offer stable operation revenue for the Company and at the same time laying a foundation for the Company to entering field of distribution for bulk stock. Tianjin Runhua achieved net profit of RMB 1.0668 million in 2013 and growth 18.01% 3 承德南江股份有限公司 2013 年度报告摘要 expected for the profit. III. Corporate governance structure constantly improving, management standards continuous enhanced In reporting period, the Company continues to perfected the governance structure, in strict accordance with management regulations for the listed companies, well-defined relevant authority of the general meeting, the Board of Directors and management, perfom their duties in theirowned responsibiliteis, guarantee a scientific and transparency of the decision-making for operations. At the same time, in aspect of rountine management of the Company, by means of established a reasonable performance evaluation system, improved the self-owned working efficiency for every employees in order to enhanced the overall operation efficiency of the Company with management cost reduced. In aspect of H&R, introduced high-quality and younger talent for the Company via different recruiting channels, further to perfected the overall employee structure. Meanwhile, improve business standards and position technology for employees through organized and carried out vary technical training irregularly, satisfy needs of continuous development of the Company. 4. Matters relevant to financial report (1) Particulars about the changes in aspect of accounting policy, estimates and calculation method compared with the financial report of last year Nil (2) Parriculars about retroactive restatement on major correction for accounting errors in reporting period Nil (3) Particulars about the change of consolidation range compared with the financial report of last year Enterprise newly included in consolidation statement: In ten thousand Yuan Name Reasons for changes Closing net assets Current net profit Runhua RW* Share acquisition 3,189.15 735.61 Morsh Technology New established 4,978.75 -21.25 Huijing Property New established 49.81 -0.19 Nanjiang Asia New established 0.00 0.00 Total 8,217.71 714.17 Runhua RW is the limited liability company established by approval from the industry & commerce bureau of Binghai New District, Tianjin, dated 28 August 2008, the Company acquired 30 percent equity of Runhua RW in June 2013, and the gains/loss and cash flow from 25 June 2013 to 31 December 2013 were reckoned into consolidated statement. 4