承德南江股份有限公司 2013 年度报告全文
CHENGDE NANJIANG CO．，LTD.
ANNUAL REPORT 2013
April 2014
1
承德南江股份有限公司 2013 年度报告全文
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior
executives of Chengde Nanjiang Co., Ltd. (hereinafter referred to as the Company)
hereby confirm that there are no any fictitious statements, misleading statements, or
important omissions carried in this report, and shall take legal liability, individual
and/or joint, for the whole contents.
All directors are attended the Board Meeting for report deliberation.
The Company has no plan of cash dividends carried out, bonus issued and
capitalizing of common reserves either.
Li Weimin, Principal of the Company, Zhao Yongshen, person in charger
of accounting works and Liu Fengguo, person in charge of accounting organ
(accounting principal) hereby confirm that the Financial Report of 2013
Annual Report is authentic, accurate and complete.
Note: The Report is prepared in bilingual versions of Chinese and English
respectively, in the event of any discrepancy in understanding the two
aforementioned versions, the Chinese version shall prevail.
2
承德南江股份有限公司 2013 年度报告全文
Contents
Section I Important Notice, Contents and Paraphrase .................................................................. 2
Section II Company Profile ............................................................................................................... 6
Section III Accounting data and summary of finnaical indexes .................................................... 8
Section IV Report of the Board of Directors ................................................................................. 11
Section V Important Events ............................................................................................................ 26
Section VI Changes in shares and particular about shareholders............................................... 37
Section VII Particulars about Directors, Supervisors,Senior Executives and Employees ........ 42
Section VIII Corporate Governance .............................................................................................. 59
Section IX Internal Control ............................................................................................................ 59
Section X Financial Report ........................................................................................................... 227
Section XI Documents available for reference ............................................................................ 225
3
承德南江股份有限公司 2013 年度报告全文
Paraphrase
Items Refers to Contents
CSRC, SRC Refers to China Securities Regulatory Commission
SZ Stock Exchange, Exchange Refers to Shenzhen Stock Exchange
Company, The Company or Chengde
Refers to Chengde Nanjiang Co., Ltd.
Nanjiang
Nanjiang Investment Refers to Chengde Nanjiang Investment Co., Ltd.
Nanjiang Real Estate Refers to Chengde Nanjiang Real Estate Development Co., Ltd.
Chengde Morsh Refers to Chengde Morsh Technology Co., Ltd.
Nanjiang Ecological Agriculture, Ecological
Refers to Chengde Nanjiang Ecological Agriculture Co., Ltd.
Agriculture,
Company Law Refers to Company Law of the People’s Republic of China
Securities Law Refers to Securities Law of the People’s Republic of China
Rules Governing the Listing of Securities on Shenzhen Stock
Rules Governing the Listing of Securities Refers to
Exchange
Yuan, 10 thousand Yuan Refers to RMB, RMB 10 thousand
Runhua RW, Tianjin Runhua RW Refers to Runhua Rural Water (Tianjin) International Trade Co., Ltd.
Material Assets Restructuring, the The Company acquires 30 percent equity of the Runhua Rural
Refers to
Restructuring Water (Tianjin) International Trade Co., Ltd. in cash
4
承德南江股份有限公司 2013 年度报告全文
Major Risk Warning
Concerning the forward-looking statements with future planning involved in the
Report, they do not constitute a substantial commitment for investors. Investors
should be cautious with investment risks.
5
承德南江股份有限公司 2013 年度报告全文
Section II Company profile
I. Company information
Short form of the stock Nanjiang-B Stock code 200160
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in
承德南江股份有限公司
Chinese)
Short form of the Company
南江 B
(in Chinese)
Foreign name of the
CHENGDE NANJIANG CO.,LTD
Company(if applicable)
Short form of foreign name
of the Company(if NANJIANG-B
applicable)
Legal representative Li Weimin
Registrations add. XiaBanCheng Town, Chengde County, Hebei Province, P.R.C
Code for registrations add 067400
Offices add. XiaBanCheng Town, Chengde County, Hebei Province, P.R.C
Codes for office add. 067400
Website --
E-mail --
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Zhao Yongsheng (act on behalf of
Name
Secretary of the Board)
XiaBanCheng Town, Chengde County,
Contact add.
Hebei Province
Tel. 0314-3115048
Fax. 0314-3111475
E-mail liwm@nanjianggroup.com
6
承德南江股份有限公司 2013 年度报告全文
III. Information disclosure and preparation place
Newspaper appointed for information disclosure In China: Securities Times; overseas: Hong Kong Commercial Daily
Website for annual report publish appointed by
Juchao website: http://www.cninfo.com.cn
CSRC
Preparation place for annual report Security department of the Company
IV. Registration changes of the Company
Registration NO.
Date for Place for No. of taxation
for enterprise legal Organization code
registration registration registration
license
Hebei
Administration for 1300001001372
Initial registration 1999-11-03 130821106576876 106576876
Industry & 1/1
Commerce
Chengde
Registration at end Administration for
2011-08-23 130000400001225 130821106576876 106576876
of report period Industry &
Commerce
Changes of main business since listing
No changes in Period
(if applicable)
Previous changes for controlling
No changes in Period
shareholders (if applicable)
V. Other relevant information
CPA engaged by the Company
Name of CPA Dahua Certified Public Accountants (Limited Liability Partnership)
Offices add. for CPA No. 689, Tianhe Road (N), Guangzhou
Signing Accountants Fan Rong, Han Junmin
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
√Applicable □Not applicable
Sponsor of financial Terms of performing
Financial consultant Office address
consultant continuous supervision
Block D, Hengao Center,
From 6 May 2013 to 31
Northeast Securities Co., Ltd. No.28, Jingshifang Street, Yang Hanbo, Zhang Hailu
December 2014
Xicheng District, Beijing
7
承德南江股份有限公司 2013 年度报告全文
Section III. Accounting data and summary of financial indexes
I. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √No
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 of the listed 94,806,811.16 32,894,368.82 188.22% 1,818,785.62
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
-204,553,032.66 -4,386,658.32 -4,563.07% -5,491,422.69
operating 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 of
End of 2013 End of 2012 End of 2011
last year (%)
Total assets (RMB) 380,763,274.72 193,617,124.65 96.66% 209,909,350.33
Net assets attributable to
shareholder of listed 209,701,482.77 114,894,671.61 82.52% 74,895,938.70
company(RMB)
II. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
In RMB
8
承德南江股份有限公司 2013 年度报告全文
Net profit attributable to shareholders of listed Net assets attributable to shareholders of
company listed company
Amount in this Amount at Amount at
Amount in last period
period period-end period-begin
Chinese GAAP 94,806,811.16 32,894,368.82 209,701,482.77 114,894,671.61
Items and amount adjusted by IAS
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
In RMB
Net profit attributable to shareholders of listed Net assets attributable to shareholders of
company listed company
Amount in this Amount at Amount at
Amount in last period
period period-end period-begin
Chinese GAAP 94,806,811.16 32,894,368.82 209,701,482.77 114,894,671.61
Items and amount adjusted by foreign accounting rules
3. Reasons for the differences of accounting data under accounting rules in and out of China
III. Items and amounts of extraordinary profit (gains)/loss
In RMB
Item 2013 2012 2011 Note
Gains/losses from the disposal of
non-current asset (including the write-off 131,918,787.19 49,163,850.01
that accrued for impairment of assets)
Governmental subsidy reckoned into current
gains/losses (not including the subsidy
enjoyed in quota or ration according to 193,601.01 17,900,000.00
national standards, which are closely
relevant to enterprise’s business)
Gains/losses from entrust investment or
111,230.13
assets management
Other non-operating income and expenditure
-514,148.27 -3,009,717.84
except for the aforementioned items
Less: Impact on income tax 33,473,765.68 11,538,533.04 -228,722.30
Impact on minority shareholders’
-2,185,592.65 914,889.19
equity (post-tax)
9
承德南江股份有限公司 2013 年度报告全文
Total 100,421,297.03 34,615,599.13 17,213,833.11 --
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
10
承德南江股份有限公司 2013 年度报告全文
Section IV. Report of the Board of Directors
I. Introduction
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%
expected for the profit.
11
承德南江股份有限公司 2013 年度报告全文
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.
II. Main business analysis
1. Introduction
1. Main business of the Company has changed in the reporting period. Being reviewed by 17th meeting of 5th session of the
Company and approved by voting in 3rd extraordinary general meeting of 2013, new business license of the Company was issued by
Chengde Administration for Industry & Commerce dated 19 June 2013 with business scope of the Company changed as: R& D, sales
and technology promotion as well as technical service for new energy and new material products; scientific research and technical
promotion service for the modern ecological agriculture, wholesale of eco-agriculture products; import and export trade of goods and
technology (without state trading manage products involved, application regulated by relevant rules of the State should required for
the manage products with quota and licenses involved ); development, construction, sales and operation of the general residential and
supporting commercial facilities of Nanjiang Huijing Tiandi project (two lands of 2013-12 and 2013-13); property management.
2. During the reporting period, the Company achieved operation revenue of RMB 363,952,258.89, increased 357.73% over same
period of last yera, net profit attributable to owner of parent company was RMB 94,806,811.16, a 188.22% up compared to same
period of last yera. Up to end of the reporting period, total assets of the Company amounting to RMB 380,763,274.72 and net assets
was RMB 209,701,482.77.
Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed
□ Applicable √ Not applicable
2. Revenue
Note
Item Current Period Last Period y-o-y Changes (%)
Operation revenue 359,002,258.47 78,707,333.42 356.12%
Other business revenue 4,950,000.42 804,670.80 514.17%
Total 363,952,258.89 79,512,004.22 357.73%
Operation revenue increase RMB 284,440,254.67 over last year, a 357.73% increased, mainly due to the Runhua RW that
included in the consolidation statement in the Period
Whether income from physical sales larger than income from labors or not
□Yes √ No
12
承德南江股份有限公司 2013 年度报告全文
Material orders in hands
□ Applicable √ Not applicable
Material changes or adjustment for products or services of the Company in reporting period
□ Applicable √ Not applicable
Major sales of the Company
Total top five clients in sales (RMB) 71,681,239.49
Proportion in total annual sales volume for top five
19.7%
clients (%)
Information of top five clients of the Company
√Applicable □Not applicable
Serial Name Sales (RMB) Proportion in total annual sales (%)
Wuchang Minfeng (Tianjin) Chemical
1 38,248,888.89 10.51%
Trading Co., Ltd.
2 Noble Trading (Shanghai) Co., Ltd. 9,048,675.33 2.49%
Beijing Bolu Jinghua Technology Co.,
3 8,654,017.09 2.38%
Ltd.
4 Suzhou Haily Electric Co., Ltd. 8,371,111.17 2.3%
Zhejiang Future Petrochemical Co., Ltd.
5 7,358,547.01 2.02%
(FPC)
Total -- 71,681,239.49 19.7%
3. Cost
Industry classification
In RMB
2013 2012
Industry Ratio in Ratio in Y-o-y changes
Item
classification Amount operation cost Amount operation cost (%)
(%) (%)
Agriculture 1,583,798.68 0.47%
Business 314,011,252.79 92.61%
Real estate 23,459,800.61 6.92% 58,327,874.54 100% -59.78%
Other 28,460.39 0% 96,128.09 0.16% -70.39%
Total 339,083,312.47 100% 58,424,002.63 100% 480.38%
Product classification
In RMB
Product Item 2013 2012 Y-o-y changes
13
承德南江股份有限公司 2013 年度报告全文
classification Ratio in Ratio in (%)
Amount operation cost Amount operation cost
(%) (%)
Agricultural
1,583,798.68 0.47%
products
Chemical
314,011,252.79 92.61%
materials
Estate sales 23,459,800.61 6.92% 58,327,874.54 100% -59.78%
Other 28,460.39 0% 96,128.09 0.16% -70.39%
Total 339,083,312.47 100% 58,424,002.63 100% 480.38%
Note
Costs changed in the Period mainly because Runhua RW was inlcuded in consolidation statement in the Year
Main suppliers of the Company
Total purchasing amount from top five suppliers
693,125,887.99
(RMB)
Ratio of total purchasing amount from top five
50.01%
suppliers in total annual purchasing amount (%)
Information of top five suppliers of the Company
√Applicable □Not applicable
Ratio in total annual purchasing amount
Serial Supplier Purchasing amount (RMB)
(%)
1 SABIC (Shanghai) Trading Co., Ltd. 615,278,960.14 44.4%
2 The Dow Chemical Company 54,239,594.85 3.91%
3 Shanghai Juxi Industrial Co., Ltd. 9,315,000.00 0.67%
4 SABIC Asia Pacific Pte Ltd 9,124,137.00 0.66%
5 Borouge Pte Ltd 5,168,196.00 0.37%
Total -- 693,125,887.99 50.01%
4. Expenses
Item 2013 2012 Y-o-y changes
Net increased of RMB
Sales expenses 3,263,636.58
3,263,636.58
Administration expenses 21,000,380.87 15,939,028.09 31.75%
Financial expenses 616,644.15 2,390,155.66 -74.20%
Income tax 31,295,705.90 6,543,831.79 378.25%
14
承德南江股份有限公司 2013 年度报告全文
Sales expenses increase RMB 3,263,636.58 from a year ago, administration expenses was 31.75% higher than last year, mainly
because Runhua RW was inlcuded in consolidation statement in the Year
Closing balance of financial expenses decrease RMB 1,773,511.51 over that of period-beginning with a 74.20% down, mainly
because interest expenses in the Period declined.
Income tax increase RMB 24,751,874.11 from a period ago with 378.25% up, mainly because revenue from land transfer of
Rongyida, subsidiary of the Company, makes the total profit climb up greatly in the Period.
5. Cash flow
In RMB
Item 2013 2012 Y-o-y changes (%)
Subtotal of cash in-flow from
475,274,166.11 123,163,614.04 285.89%
operation activity
Subtotal of cash out-flow
679,827,198.77 127,550,272.36 432.99%
from operation activity
Net cash flow from operation
-204,553,032.66 -4,386,658.32 -4,563.07%
activity
Subtotal of cash in-flow from
254,774,833.40 101,678,178.10 150.57%
investment activity
Subtotal of cash out-flow
11,010,284.50 10,813,769.26 1.82%
from investment activity
Net cash flow from
243,764,548.90 90,864,408.84 168.27%
investment activity
Subtotal of cash in-flow from
5,000,000.00
financing activity
Subtotal of cash out-flow
47,776,075.05 5,504,358.33 767.97%
from financing activity
Net cash flow from financing
-42,776,075.05 -5,504,358.33 -677.13%
activity
Net increased amount of cash
-3,564,558.81 80,973,391.02 -104.4%
and cash equivalent
Reasons for y-o-y relevant data with over 30% changes
√Applicable □Not applicable
Cash flow from operation activity has a y-o-y changes mainly because Runhua RW was inlcuded in consolidation statement in the
Year;
Cash flow from investment activity has a y-o-y changes mainly because land assets collected by the Government increased in the
Year;
Cash flow from financing activity has a y-o-y changes mainly because cash paid for debts increased in the Year.
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
15
承德南江股份有限公司 2013 年度报告全文
□Applicable √Not applicable
III. Composition of main business
In RMB
Increase/decrea Increase/decrea
Increase/decrea
Operating Gross profit se of operating se of gross
Operating cost se of operating
revenue ratio (%) revenue y-o-y profit ratio
cost y-o-y (%)
(%) y-o-y (%)
According to industries
(1)
1,112,907.68 1,583,798.68 -42.31%
Agriculture
(2) Business 324,167,497.71 314,011,252.79 3.13%
(3) Real estate 33,721,853.08 23,459,800.61 30.43% -57.16% -59.78% 4.54%
According to products
Agricultural
1,112,907.68 1,583,798.68 -42.31%
products
Chemical
324,167,497.71 314,011,252.79 3.13%
materials
Estate sales 33,721,853.08 23,459,800.61 30.43% -57.16% -59.78% 4.54%
According to region
Chengde 34,834,760.76 25,043,599.29 28.11% -55.74% -57.06% 2.21%
Tianjin 324,167,497.71 314,011,252.79 3.13%
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one year’s scope of period-end
□ Applicable √ Not applicable
IV. Assets and liability analysis
1. Major changes of assets
In RMB
End of 2013 End of 2012
Ratio
Ratio in Ratio in
changes Notes of major changes
Amount total assets Amount total assets
(%)
(%) (%)
89,426,891.2 81,546,046.8 -18.63
Monetary fund 23.49% 42.12%
2 7 %
16
承德南江股份有限公司 2013 年度报告全文
Account
117,180.60 0.03% 0.03%
receivable
Lands for development of Huijing
190,569,964. 20,490,734.6 Tiandi project was purchased in the
Inventory 50.05% 10.58% 39.47%
32 1 Period and production for
eco-agriculture increased
Long-term
equity 6,626,905.49 1.74% 1.74%
investment
11,296,353.6 24,742,103.6
Fix assets 2.97% 12.78% -9.81%
1 0
Construction in
402,587.43 0.21% -0.21%
progress
V. Core competence analysis
1. Team advantage. The Company owns an excellent management team, with keen marketing insight, effective decision-making and
execution ability, rich management experience, active strain capacity and innovation ability qualified. During the reporting period,
dependent on the excellent management ability, the Company size up the situation, exploit new territories, and open up a new
prospect at full speed, strive to seize the high position in the new territories.
2. Technologival advantage. In field of new energy & new materials, partner of the Company – Ningbo Morsh Technology is the
industry leader in filed of development and application of graphene, and many graphene development and application technology
have been exploited. Wholly-owned subsidayr of the Company-- Chengde Nanjiang Investmententered into the first ―current
collector functionality coat upon the application of graphene‖ project with Ningbo Morshi Technology, and running on a platform of
Chengde Liugou new energy & new material industry park, established a long-term coopration with Ningbo Morshi Technology.
Thereby, the Company will obtained a one-up technology and research ability in field of graphene.
3. Location advantage. In field of eco-agriculture, the Company owns an obvious advantages in areas and locations. The project is
locaetd in a unique natural enviornment in Yushu Gou, Chengde County, a place which is beneficial to the production of organic,
green, polution-free and high-quality agricultural products; close to the developed areas of Beijing, Tianjin and Tangshan with
well-developed transport, which is good for opening up agricultural products market and creating a brand.
VI. Investment analysis
1. Foreign equity investment
(1) Foreign investment
Foreign investment
Investment in the Period (RMB) Investment in last Period (RMB) +,- changes(%)
174,100,000.00 95,000,000.00 83.26%
Investee company
17
承德南江股份有限公司 2013 年度报告全文
Equity ratio of listed company in
Name Main business
investee company (%)
R&D, manufacture and sales of
grapheme, grapheme application
materials, power cell & battery
Chengde Morsh Technology Co., Ltd. materials, high-performance membrane 90%
material and nano materials as well as
the technology promotion and technical
service for the above said products.
Cultivation and sales of field crop,
Chengde Nanjiang Ecological edible mushrooms, fruit and vegetables
100%
Agriculture Co., Ltd. as well as Chinese Herbs; breeding and
sales of livestock
Nanjiang Asia Investment Co., Ltd.
International investment and trading 100%
Nanjiang Asia Investment Co., Ltd.
Chengde Huijing Property Service Co.,
Ltd. Chengde Huijing property Service Property management service 100%
Co., Ltd.
2. Main subsidiaries and stock-jointly companies
Particular about main subsidiaries and stock-jointly companies
In RMB
Main
Company Industri Register Operating Operating
Type products or Total assets Net Assets Net profit
name es capital revenue profit
service
Chengde
Nanjiang
Real Development
Subsidi Real 10,000, 281,781,44 205,329,78 34,261,477 -7,324,19 93,253,52
Estate and sales of
ary Estate 000 7.62 5.00 .08 2.50 9.12
Develop real estate
ment Co.,
Ltd.
Industrial
investment,
Chengde investment
Nanjiang management,
Subsidi Investm 90,000, 89,855,548 89,846,047 -142,130. -148,130.
Investme investment 0.00
ary ent 000 .86 .66 12 12
nt Co., consulting
Ltd. and import &
export
trading
18
承德南江股份有限公司 2013 年度报告全文
Cultivation
and sales of
field crop,
Chengde edible
Nanjiang mushrooms,
Ecologica fruit and
Subsidi Agricult 10,000, 17,806,262 8,476,764. 1,120,868. -1,533,01 -1,348,33
l vegetables as
ary ure 000 .82 15 85 7.53 0.62
Agricultu well as
re Co., Chinese
Ltd. Herbs;
breeding and
sales of
livestock
R&D,
manufacture
and sales of
grapheme,
grapheme
application
materials,
power cell &
battery
materials,
Chengde New
high-perform
Morsh energy
Subsidi ance 50,000, 49,787,526 49,787,526 -212,473. -212,473.
Technolo and new 0.00
ary membrane 000 .81 .81 19 19
gy Co., material
material and
Ltd. s
nano
materials as
well as the
technology
promotion
and technical
service for
the above
said
products.
Runhua Import trade,
Rural Joint domestic
Water stock agents and 30,000, 100,569,69 31,891,490 328,537,96 7,712,348 7,356,133.
Trading
(Tianjin) compan distribution 000 5.11 .26 6.40 .39 26
Internatio y of the plastic
nal Trade raw
19
承德南江股份有限公司 2013 年度报告全文
Co., Ltd. materials of
polyethylene
(PE) and
polypropylen
e (PP)
Notes of main subsidiaries and stock-jointly companies
Chengde Nanjiang Real Estate Development Co., Ltd., a wholly-owned subsidiary of the Company, incorporated on 20 February
2009 with register capital of RMB 10 million. Business scope: development of real estate; manufacture of textile and clothing, import
& export business of clothing; leasing service. Main project currently was Qianyuan Community and NanjiangHuijing Tiandi
Chengde Nanjiang Investment Co., Ltd, established on 9 October 2012 with register capital of RMB 90 million, is the totally
controlling subsidiary of the Company. Business scope: invested for the new energy industry & new material industry, mine
processing industry, modern agriculture projects, real estate projects and architectural engineering; investment management;
investment consulting; import and export trading is the main investment platform for Company’s foreign investment.
Chengde Nanjiang Ecological Agriculture Co., Ltd. corporated on 24 October 2012 contributed by Chengde Nanjiang Investment Co.,
Ltd. with registered capital of RMB 10 million, mainly engaged in the planting and provcess and sales of herding, aquaculture and
featured agriculture.
Chengde Morsh Technology Co., Ltd. established contributed by Nanjiang Investment and Ningbo Morsh Technology Co., Ltd. with
register capital of RMB 50 million, of which, Nanjiang Invesment contributed RMB 45 million in cash, accounting 90% of the total
invested amount while Ningbo Morsh Technology Co., Ltd. invested RMB 5 million in cash, a 10% in total invested amount.
Runhua Rural Water (Tianjin) International Trade Co., Ltd., incorporated in August 2008 with register capital of RMB 30 million. the
company mainly engaged in the import trade, domestic agents and distribution of the plastic raw materials of polyethylene (PE) and
polypropylene (PP), it is the upper industry for enterprises manufacturing various plastics.
Particular about subsidiaries obtained or disposed in report period
√Applicable □ Not applicable
Purpose of subsidiaries
Way of subsidiaries obtained Impact on overall
Name obtained or disposed in
or disposed in Period performance and productions
Period
Chengde Morsh Technology Take over projects of new ’Preparatory stage without
New established
Co., Ltd. energy & new materials earnings obtained ’
Nanjiang Asia Investment Expand business of foreign Preparatory stage without
New established
Co., Ltd. investment earnings obtained
Take over property
Chengde Huijing Property Preparatory stage without
management service for New established
Service Co., Ltd. earnings obtained
community
Runhua Rural Water (Tianjin) Enter the distribution field of
Share acquisition Have a positive impact
International Trade Co., Ltd. bulk stock
20
承德南江股份有限公司 2013 年度报告全文
3. The significant progress of non-raised proceeds investment
In ten thousand Yuan
Accumulation of
Investment
actual investment
Name of the Total investment amount Progress of the Earnings of the
amount ended of
project amount planned in the reporting project project
the reporting
period
period-end
Nanjiang Huijing
57,000 16,160 16,160
Tiandi
Total 57,000 16,160 16,160 -- --
VII. Estimated performance for year of 2014 (From January to March)
Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the
warning of its material change compared with the corresponding period of the last year and explanation on reason
□ Applicable √ Not applicable
VIII.Special purpose vehicle under the control of company
Nil
IX. Prospect for future development of the Company
(I) Development strategy of the Company
In the year to come, the Company continues to develop field of new energy & new materials, eco-agriculture and distribution of bulk
stock, re-confirmed new pillar industry of the Company via three-years efforts, laying a fundation for the long-term stable
development of the Company.
In field of new energy & new materils, making use of the advantage of capial and technology from cooperation partners, strive to
establish an industry base, with considerable influence in northern China, of new energy & new materils in Chengde within three
years;
In field of bulk stock distribution, after acquisistion of Tianjin Runhua RW completed, the Company improved the sales network and
sales mode for Tianjin Runhua RW through offering capital and management support, accelate propitability of the company in all
aspects and making the company to be a main busines of the Nanjiang;
In field of eco-agriculture, making use of the favorable natural conditions and region advantage in Chengde, create a pollution-free
food base which is oriented towards high-end clients in Beijing and Tianjin.
(II) Risks may encountered
1. New energy & new mateirals have a major risks in technology and market, become a pillar industry of the Company shows a
certain uncertainty.
2. Modern agriculature has a intensify competition in market with certain operation risks presented.
3. There is a fierce competition in bulk stock distribution field, and has a weak earning capacity.
21
承德南江股份有限公司 2013 年度报告全文
X. Explanation of the Board of Directors and the Board of Supervisors on the “Qualified
Opinion” of the report made by the CPAs
Nil
XI. Explanation on changes of accounting policy, accounting estimation and settlement
method compared with the last year’s financial report
Nil
XII. Particular about major accounting errors correction that needs retroactive re-statement
in reporting period
Nil
XIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
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 - -
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.
XIV. Profit and dividend distribution
Formulation, execution or adjustment for profit distribution policy in reporting period, cash bonus policy in particular
√ Applicable □ Note applicable
The Company actively promoted sustaining and stable profit distribution policy, with purpose of strengthen the transparency for cash
bonus, help investors easy to set the stable expected return, in line with Notice of Further Implementation of Related Matters on Cash
22
承德南江股份有限公司 2013 年度报告全文
Dividend for Listed Company issued from CSRC, the Company revised and supplemented profit distribution policy that regulated in
Article of Association, standardized the specific conditions, proportions and distribution way and principles for the profit distribution,
cash dividend in particular. Relevant decision-making procedures and mechanism have been perfected. The matter has been
deliberated and passed by the 3rd extraordinary general meeting of 2012 held on 29 July 2012, found more in relevant notice released
on 30 July 2012.
On 23 April 2014, pursuit to the CSRC Releases No.3 Supervisory Guideline for Listed Companies – Cash Dividends of Listed
Companies issued by CSRC, combined with real situation of the Company, in 35th meeting of 5th session of the Board, Article of
Association was revised, which well-defined the cash bonus policy and further to focus on the shareholder returns awareness,
improve profit distribution policy and protect legal interest of the shareholders, minority shareholders in particular. The amendment
plans to be deliberated and approved by Annual General Meeting of 2013.
Specific explanation on cash bonus policy
Satisfy regulations of General Meeting or requirement
Y
of Article of Association (Y/N):
Well-defined and clearly dividend standards and
Y
proportion (Y/N):
Completed relevant decision-making process and
Y
mechanism (Y/N):
Independent directors perform duties completely and
Y
play a proper role (Y/N):
Minority shareholders have opportunity to express
opinions and demands totally and their legal rights are Y
fully protected (Y/N):
Condition and procedures are compliance and
transparent while the cash bonus policy adjusted or Not applicable
changed (Y/N):
Profit distribution pre-plan/plan and Capitalizing of common reserve pre-plan/plan of the Company in latest three year (including
reporting period)
In latest three years, net profit of the Company after making up the annual losses of previous years, retained profit at end of the
Period still negative, being deliberated and approved by the Board and General Meeting, the Company has no profit distributed
carried out. The Company has no plan of cash dividend distributed, bonus shares and capitalizing from common shares conducted
either for year of 2013
23
承德南江股份有限公司 2013 年度报告全文
Cash dividend in latest three years
In RMB
Net profit attributable to Ratio in net profit attributable
Amount for cash bonus (tax shareholders of listed to shareholders of listed
Year for bonus shares
included) company in consolidation company contained in
statement for bonus year consolidation statement (%)
2013 0.00 94,806,811.16 0%
2012 0.00 32,894,368.82 0%
2011 0.00 1,818,785.62 0%
The Company gains profits in reporting period and the retained profit of parent company is positive but no plan of cash dividend
proposed
□ Applicable √ Not applicable
In RMB
XII. In the report period, reception of research, communication and interview
Contents discussed and
Time Place Way Type Reception
material provided
Material assets
Security Telephone
2013-01-10 Individual Investor restructuring, no
Department communication
materials required
Foreign investment and
Security Telephone
2013-01-29 Individual Investor progress of the Company,
Department communication
no materials required
Routine operation status
Security Telephone
2013-02-24 Individual Investor of the Company, no
Department communication
materials required
Withdraw other risk
Security Telephone
2013-03-12 Individual Investor warming progress, no
Department communication
materials required
Progress of new project
Security Telephone
2013-04-16 Individual Investor of the Company, no
Department communication
materials required
Material assets
Security Telephone
2013-05-06 Individual Investor restructuring, no
Department communication
materials required
Operation performance of
Security Telephone
2013-05-28 Individual Investor the Company, no
Department communication
materials required
24
承德南江股份有限公司 2013 年度报告全文
Resign reasons for
directors, and senior
Security Telephone
2013-06-07 Individual Investor executives of the
Department communication
Company, no materials
required
Assets of the Company
Security Telephone
2013-06-18 Individual Investor sold and no materials
Department communication
required
Progress of material
Security Telephone
2013-07-08 Individual Investor assets restructuring, no
Department communication
materials required
Routine operation status
Security Telephone
2013-07-30 Individual Investor of the Company, no
Department communication
materials required
Assets of the Company
Security Telephone
2013-09-03 Individual Investor sold and no materials
Department communication
required
Current condition of the
Security Telephone
2014-10-15 Individual Investor Company, no materials
Department communication
required
Current condition of the
Security Telephone
2014-12-25 Individual Investor Company, no materials
Department communication
required
25
承德南江股份有限公司 2013 年度报告全文
Section V. Important Events
I. Significant lawsuits and arbitrations of the Company
□Applicable √Not applicable
The Company has no significant lawsuits and arbitrations in Period
II. Questioned from media
□ Applicable √ Not applicable
No common media questioned for the Company in reporting period
III. Assets trading
1. Acquisition of assets
Ratio of
net
The Impact The
Impact profit
other on related
on contribut
party of Purchase gains/los relations Date of
Assets Progress operatio ed to Related Index of
transacti price(10 ses of hip(appli disclosur
purchase (Note 2) n of the listed transacti disclosur
on or thousand the cable for e
d Compan compan on or not e
final Yuan) Compan related (Note5)
y (Note y in total
controlle y (Note transacti
3) net
r 4) on)
profit
(%)
Plays an
active Hong
role in Kong
the Commer
Ownersh Counter
mainten cial
ip with party is
ance of Daily,
30 assets the
Lan continuit Securiti
percent involved related
Chunho y of 2013-01 es Times
equity of 917.04 had — Y nature
ng, Zhao operatio -10 and
Runhua transferr person
Qinghua n Juchao
RW ed of the
revenue Website:
complet Compan
and http://w
ely y
satisfy ww.cnin
long-ter fo.com.c
m n
develop
26
承德南江股份有限公司 2013 年度报告全文
ment
needs of
the
Compan
y
The land
auction
mainten
ance a
sustaina
ble 《Hong
develop Kong
ment Commer
Ownersh
ability cial
ip with
Land for the Daily,
assets
Reserve real Securitie
involved Not
Center estate of 2013-05 s Times
Land 15,380 had — N applicab
of the -14 and
transferr le
Chengde Compan Juchao
ed
County y, meets Website:
complet
interest http://w
ely
of ww.cnin
long-ter fo.com.c
m n
develop
ment of
the
Compan
y
2. Sales of assets
Net Ratio Asse Cred
The profit of net ts it
Trad
other contr profit right and
ing The related
party ibute contr Relat s liabil
As price Impact relationshi
of d to ibute Pricin ed conc ity Date
set Sale (in on p(applicabl
trans the d by g trans erne conc of Index of
s s 10 Compan e for
actio listed the princi actio d erne discl disclosure
sol date thou y(Note3 related
n or Com sold pal n or trans d osure
d sand ) transaction
final pany asset not ferre shift
Yua )
contr from s for d ed
n)
oller the listed owne fully
begin comp rship or
27
承德南江股份有限公司 2013 年度报告全文
of the any fully not
repor in or
ting total not
to the profit
sales (%)
date(i
n 10
thous
and
Yuan
)
Being
evalu
ated
by
profe
ssion
Have
Land al Hong Kong
an
Rese appra Commercial
active
rve isal Daily,
impact
Cent La 15,0 autho Securities
2013 on Not 2013-
er of nd 16.6 0 rity, N Y N Times and
.6.30 annual applicable 07-02
Chen s 3 dealin Juchao
profit of
gde g Website:
the
Coun price http://www.c
Compan
ty is ninfo.com.cn
y
highe
r than
the
evalu
ation
price
Based
Have on
Land Hong Kong
an mark
Rese Commercial
active et
rve Daily,
impact price,
Cent La 23,8 Securities
2013 on evalu Not 2013-
er of nd 94.9 0 N Y N Times and
.8.29 annual ated applicable 08-30
Chen s 1 Juchao
profit of by
gde Website:
the profe
Coun http://www.c
Compan ssion
ty ninfo.com.cn
y al
appra
28
承德南江股份有限公司 2013 年度报告全文
isal
autho
rity
IV. Significant related transaction
1. Related transaction connected to routine operations
Related Proport
transact ion in Related Similar
Related Related Related Related ion the transact trading Index
Related Pricing Date of
transact transact transact transact amount amount ion market of
relation princip disclos
ion ion ion ion (in 10 of the settlem price disclos
ship al ure
parties type content price thousan same ent availabl ure
d transact mode e
Yuan) ion (%)
Child
compan
Hong
y of the
Kong
Compa
Comme
ny,
rcial
Counter Eco-agr
Daily,
party is iculture
Agreed Securiti
Beijing the provide
in line es
Xiange related d
Sales of Market with 2013-1 Times
qing legal agricult -- 13.31 11.96% 13.31
goods price the 1-09 and
Co., person ure
agreem Juchao
Ltd. of the product
ent Website
Compa s to
:
ny Beijing
http://w
Xiange
ww.cni
qing for
nfo.co
a
m.cn
long-ter
m
Detail of sales return with major amount
N/A
involved
The aforesaid related transactions belongs to the normal business scope of the
Necessity and sustainable of related
Company, is a necessary needs for normal operation business of the Company, and
transaction as well as reasons of related
carried on basis of fair and mutual benefits without interest of the Company being
transaction with related parties(not with
damaged. Pricing principle of the transactions is in line with the market rules, no
other marketing dealers)
interest of the Company and investors being damaged.
Influence on independence of listed The routine related transaction of the Company follows the market principle without
company from related transaction impacts on independence of the listed company.
29
承德南江股份有限公司 2013 年度报告全文
Dependence security to related parties
and relevant countermeasures (if Main business of the Company has no any dependence on related parties
applicable)
Report the actual implementation of the
normal related transactions which were
The related two parties performed purchase and sales business in line with the
projected about their total amount by
contract signed
types during the reporting period(if
applicable)
Reasons for major differences between
trading price and market reference Not applicable
price(if applicable)
2. Related transaction incurred by purchase or sales of assets
Assess
Book
ment Incom
value Marke Transf Cleari
value e from
of t fair er ng
Type Conten Pricin of assets Index
assets value price form Disclo
of t of g assets transfe of
Relate Relatio
related related transfe (10 (10 for sure
d party nship princip transfe r (10 disclos
transac transac
r (10 thousa thousa related date
tion tion le r (10 thousa ure
thousa nd nd transac
thousa nd
nd Yuan) Yuan) tion
nd Yuan)
Yuan)
Yuan)
Transa
ction
Hong
30% price
Kong
equity subject
Comm
of to the
ercial
Runhu result
Daily,
a RW of
Lan Securi
was assets
Chunh Relate Acquis ties
purcha apprai
ong, d ition 2013-0 Times
sed by sal 893.58 914.02 914.02 917.04 Cash
Zhao natural of 1-10 and
the issued
Qingh person equity Juchao
Compa by
ua Websit
ny in assets
e:
cash of evalua
http://
RMB tion
www.c
9,170, agenci
ninfo.c
370. es who
om.cn
has the
securit
30
承德南江股份有限公司 2013 年度报告全文
ies
practic
e
qualifi
cation
Reason of major difference between
the transfer price and book value or N/A
assessed value(if applicable)
3. Significant related transaction from jointly investment outside
Total assets Net assets Net profit
Main Register of invested of invested of invested
Same Relationshi Pricing Enterprise business of capital of enterprise( enterprise( enterprise(
investors p principle invested invested invested 10 10 10
enterprise enterprise thousand thousand thousand
Yuan) Yuan) Yuan)
R&D,
manufactur
Nanjiang e and sales
Invesment of
contributed grapheme,
RMB 45 grapheme
million in application
cash, materials,
accounting power cell
90% of the & battery
Chengde total materials,
Nanjiang invested high-perfor
Investment amount Chengde mance
Related
Co., Ltd., while Morsh membrane RMB 50
nature 4,978.75 4,978.75 -21.25
Ningbo Ningbo Technology material million
person
Morsh Morsh Co., Ltd. and nano
Technology Technology materials
Co., Ltd. Co., Ltd. as well as
invested the
RMB 5 technology
million in promotion
cash, a and
10% in technical
total service for
invested the above
amount. said
products.
(excluding
31
承德南江股份有限公司 2013 年度报告全文
the items
that
decided to
ban or
restrict by
laws,
regulations
and the
State
Council;
items needs
approval
from other
authority,
approval
shall be
prevail)
Progress of major
construction in process of
In early preparation
investee enterprise (if
applicable)
V. Material contract and implementation
1. Guarantee
In ten thousand Yuan
Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries)
Guaran
Related Actual date Comple
tee for
Name of the Announc of happening Actual te
Guarante Guarantee Guarantee related
Company ement (Date of guarantee implem
e limit type term party
guaranteed disclosur signing limit entation
(Yes or
e date agreement) or not
no)
Guarantee of the Company for the subsidiaries
Guaran
Related Actual date Comple
tee for
Name of the Announc of happening Actual te
Guarante Guarantee Guarantee related
Company ement (Date of guarantee implem
e limit type term party
guaranteed disclosur signing limit entation
(Yes or
e date agreement) or not
no)
Runhua Rural
Water (Tianjin) 2013-10-
5,000 2013-10-24 0 Pledge One-year N N
International Trade 24
Co., Ltd.
Total amount of approving Total amount of actual
guarantee for subsidiaries in 5,000 occurred guarantee for 0
report period (B1) subsidiaries in report period
32
承德南江股份有限公司 2013 年度报告全文
(B2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 5,000 0
the end of reporting period
end of reporting period (B3)
(B4)
Total amount of guarantee of the Company( total of two abovementioned guarantee)
Total amount of approving Total amount of actual
guarantee in report period 5,000 occurred guarantee in report 0
(A1+B1) period (A2+B2)
Total amount of approved Total balance of actual
guarantee at the end of report 5,000 guarantee at the end of 0
period (A3+B3) report period (A4+B4)
The proportion of the total amount of actually guarantee in
0%
the net assets of the Company (that is A4+ B4)(%)
Including:
Amount of guarantee for shareholders, actual controller and
0
its related parties(C)
The debts guarantee amount provided for the guaranteed
parties whose assets-liability ratio exceed 70% directly or 0
indirectly(D)
Proportion of total amount of guarantee in net assets of the
0
Company exceed 50%(E)
Total amount of the aforesaid three guarantees(C+D+E) 0
Explanations on possibly bearing joint and several liquidating
N/A
responsibilities for undue guarantees (if applicable)
Explanations on external guarantee against regulated
N/A
procedures (if applicable)
Explanation on guarantee with way of complex
Nil
VI. Implementation of commitments
1. Commitments made by the Company or shareholders holding above 5% shares of the Company in
reporting period or extending to reporting period.
Commitment Commitm Implement
Commitments Promisee Content of commitments
date ent term ation
Commitments for
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
Commitments in
transfer, Wang Dong guarantee there Duration
report of Controlling Implement
are no influence on the independent of 2012-04-24 of the
acquisition or equity shareholder ing
employee, financial, institution, Company
change
business and integrity of assets of
Chengde Dalu Co., Ltd. After
transaction, Chengde Dalu Co., Ltd
still has the ability of independent
operation and owes independent legal
33
承德南江股份有限公司 2013 年度报告全文
person, and continues to owes the
independency of institution, assts,
employees, production and financial. 2.
Commitments for horizontal
competition: after 208,324,800 shares
of Chengde Dalu Co., Ltd held by
Chen Rong was transfer, Wang Dong
guarantee there are no or potential
horizontal competition between the
Chengde Dalu Co., Ltd and Wang
Dong and related parties of Wang
Dong
The performance compensation
commitment: net profit (deducting
non-recurring gains and losses) for
2012, 2013, 2014 and 2015 for Runhua
RW (Tianjin) International Trade Co.,
Implement
Commitments in Controlling Ltd. Respectively can’t be less than
2013-04-10 2012-2015 ing
assets reorganization shareholder 306,300 Yuan, 904,000 Yuan,
normally
1,500,000 Yuan and 3,400,000 yean. If
the actual net profit is less than the
promised, the controlling shareholders
shall perform the obligations of profit
compensation accordingly.
Commitments in
initial public offering
or re-financing
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 Stock Exchange
Other commitments Directors and and other applicable laws and
In later 12 Implement
for medium and small senior regulations, we make a plan in next 12 2013-01-09
months ed
shareholders executives months, 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 million not
more than HK$40 million
Completed on Y
34
承德南江股份有限公司 2013 年度报告全文
time(Y/N)
Detail reasons for
un-complement and
N/A
further plan (if
applicable)
2. Profit forecast of assets and items, and reporting period still in period of forecast, explanation on
reaching the former profit forecast of assets or items as well as reasons
Current Current Reasons of
Assets or Original Original
performance actual fails to
projects with disclosure disclosure
Starting date Expired date forecast (10 performance achieved the
profit date index
thousand (10 thousand expected (if
forecast expected expected
Yuan) Yuan) applicable)
Juchao
Material
Not Website:
assets 2012-01-01 2015-12-31 90.4 106.68 2013-05-09
applicable http://www.c
restructuring
ninfo.com.cn
VII. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Dahua Certified Public Accountants (Limited Liability Partnership)
Remuneration for domestic accounting firm (10
50
thousand Yuan)
Continuous life of auditing service for domestic
2
accounting firm
Name of domestic CPA Fan Rong, Han Junmin
Name of foreign accounting firm (if applicable) N/A
Remuneration for foreign accounting firm (10
0
thousand Yuan) (if applicable)
Continuous life of auditing service for foreign
N/A
accounting firm (if applicable)
Name of foreign CPA (if applicable) N/A
Whether re-appointed accounting firms in this period or not
□Yes √No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√ Applicable □ Not applicable
During the reporting period, Northeast Securities Co., Ltd. was appointed as financal consultant of the Company for material assets
restructuring, totally consulting expenses RMB 0.8 million was paid in the Period.
35
承德南江股份有限公司 2013 年度报告全文
VIII. Penalty and rectification
Type of
Conclusion (if Index of
Name Type Reasons investigation Disclosure date
applicable) disclosure
and penalty
Hong Kong
Commercial
Initiated an
Daily,
Violation of investigation or
Chengde Dalu Securities
Other securities laws administrative N/A 2013-05-15
Co., Ltd. Times, Juchao
and regulations penalties by
Website
CSRC
http://www.cni
nfo.com.cn
Explanation on rectification
□ Applicable √ Not applicable
Particular about directors, supervisors, senior executives and shareholders with over 5% shares held suspected illegal dealings of the
stock of the Company and earnings of illegal dealings taken back by the Company that disclosed
□ Applicable √ Not applicable
IX. Other material events
1. On May 8, 2013, the Company received the "Reply on Approving Major Assets Reorganization of Chengde Nanjiang Co., Ltd‖
(SFC license (2013) No. 624) issued by China Securities Regulatory Commission (hereinafter referred to as: China Securities
Regulatory Commission). This letter approved asset restructuring program of the Company. The Company handled relevant
formalities as soon as possible in accordance with the approval document and authorization of the shareholders of the General
Assembly. On July 5, 2013 the Company announced implementation report and verification opinion of relevant agencies. Details
could be found from relevant reports on Juchao Advisory Network http://www.cninfo.com.cn/.
2. On May 14, 2013, the Company received a survey notice issued by China Securities Regulatory Commission (No. 2013 DCTZ No.
16), which as due to that the original Chengde Dalu Co., Ltd violates relevant provisions of securities laws and regulations. So,
according to the "Securities Law", the Company was informed of an investigation. Found more in relevant notice released on Juchao
Advisory Network http://www.cninfo.com.cn dated 15 May 2013.
This investigation does not involve production and operation activities. Presently all business is operating normally. During the
investigation period, the Company will actively cooperate with China Securities Regulatory Commission, and perform information
disclosure in accordance with the progress.
36
承德南江股份有限公司 2013 年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in Share Capital
In Share
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capitali
New zation
Proporti Bonus Proporti
Amount shares of Others Subtotal Amount
on (%) shares on (%)
issued public
reserve
244,800 244,800
I. Unlisted shares 34.66% 34.66%
,000 ,000
244,800 244,800
1. Sponsor’s shares 34.66% 34.66%
,000 ,000
Domestic legal 23,147, 23,147,
3.28% 3.28%
person’s shares 309 309
Foreign legal 221,652 221,652
31.38% 31.38%
person’s shares ,691 ,691
461,520 461,520
II. Listed shares 65.34% 65.34%
,000 ,000
2. Domestically listed 461,520 461,520
65.34% 65.34%
foreign shares ,000 ,000
706,320 706,320
III. Total shares 100% 100%
,000 ,000
Reasons for share changed
□ Applicable √ Not applicable
Approval of share changed
□ Applicable √ Not applicable
Ownership transfer of share changed
□ Applicable √ Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□ Applicable √ Not applicable
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
□ Applicable √ Not applicable
II. Particulars about shareholder and actual controller of the Company
1. Amount of shareholders of the Company and particulars about shares holding
In Share
Total shareholders at end of Total shareholders ended as the 5th trading day
18,594 18,796
reporting period before annual report disclosed
Particulars about shares held above 5% by shareholders and top 10 shareholders
37
承德南江股份有限公司 2013 年度报告全文
Total Number of share pledged/frozen
Amoun
shareho
Change t of Amount
Proporti lders at
Full name of Nature of on of s in un-liste of listed
the end
Shareholders shareholder shares report d shares State of share Amount
held (%) of
period shares held
report
held
period
Domestic 208,32 208,32
Wang Dong 29.49% 0
nature person 4,800 4,800
GUOTAI
JUNAN
Overseas legal 95,423, 95,423,5
SECURITIES( 13.51% 0
person 522 22
HONGKONG)
LIMITED
Everbright
Securities Overseas legal 37,969, 37,969,6
5.38% 0
(H.K.) Co., person 687 87
Ltd.
Domestic
Chengde North
non-state 18,517, 18,517,
Industrial 2.62% 0
owned legal 651 651
Corporation
person
Shanghai
Overseas legal 16,860, 16,860,7
Wanguo (H.K) 2.39% 0
person 724 24
Securities
Wang Domestic 13,327, 13,327,
1.89% 0
Zhengsong nature person 891 891
Wang Domestic 7,258,0 7,258,00
1.03% 0
Wensheng nature person 07 7
Domestic 6,708,4 6,708,49
Zhou Haihong 0.95% 0
nature person 95 5
Domestic 5,888,9 5,888,90
Yu Sanxi 0.83% 0
nature person 00 0
Domestic 5,158,0 5,158,00
Li Tianyun 0.73% 0
nature person 00 0
Strategy investors or general legal
person becomes top 10
N/A
shareholders due to rights issued
(if applicable) (see note 3)
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‖
38
承德南江股份有限公司 2013 年度报告全文
shareholders among the above said shareholders.
Particular about top ten circulated shareholders
Type of shares
Shareholders’ name Amount of listed shares held at period-end
Type Amount
GUOTAI JUNAN Domestically
SECURITIES(HONGKONG) 95,423,522 listed foreign 95,423,522
LIMITED shares
Domestically
Everbright Securities (H.K.) Co.,
37,969,687 listed foreign 37,969,687
Ltd.
shares
Domestically
Shanghai Wanguo (H.K)
16,860,724 listed foreign 16,860,724
Securities
shares
Domestically
Wang Wensheng 7,258,007 listed foreign 7,258,007
shares
Domestically
Zhou Haihong 6,708,495 listed foreign 6,708,495
shares
Domestically
Yu Sanxi 5,888,900 listed foreign 5,888,900
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
Zhao Ziying 3,016,816 listed foreign 3,016,816
shares
Domestically
Peng Wei 2,978,525 listed foreign 2,978,525
shares
Expiation on associated
relationship or consistent actors
The Company is unknown whether there exists associated relationship or belongs to
within the top 10 un-restrict
consistent actor regulated by ―management method for acquisition of listed company‖
shareholders and between top 10
among the above said shareholders.
un-restrict shareholders and top 10
shareholders
39
承德南江股份有限公司 2013 年度报告全文
Explanation on shareholders
involving margin business (if N/A
applicable) (see note 4)
Agree to buy-back dealings occurred in Period by shareholders
□Yes √No
2. Controlling shareholder of the Company
Nature person
Enjoy the residence power in the other country or area
Controlling shareholder Nationality
(Y/N)
Wang Dong P.R.C N
Successively hold the position of Chairman and Director of Guangzhou Lezent
Communications Technology Co., ltd. from September 2009 to January 2012;
serves as Director of NANJIANG DIAMOND CO., LIMITED since February
2012, an director of Nanjiang Investment Co., Ltd. (H.K company) and executive
director of Shanghai Nanjian Investment Co., Ltd.; an executive director of Beijing
Occupation or position in latest five years
Nanjiang Investment Co.,, Ltd since March 2012; an executive director of
Chengdu Nanjiang Engineering Technology Co., Ltd. since April 2012; served as
chairman of Ningbo Morsh Technology Co., Ltd. from May 2012 to April 2013;
executive director of Chongqing Nanjiang Investment Co., Ltd. since March 2013
and chairman of Beijing Moxi Group Holding Group Co., Ltd. since May 2013.
Listed companies in and out of China that
N/A
controlled in last 10 years
Changes of controlling shareholders in reporting period
□ Applicable √ Not applicable
3. Actual controller of the Company
Nature person
Enjoy the residence power in the other country or
Actual controller Nationality
area (Y/N)
Wang Dong P.R.C N
Successively hold the position of Chairman and Director of Guangzhou Lezent
Communications Technology Co., ltd. from September 2009 to January 2012;
serves as Director of NANJIANG DIAMOND CO., LIMITED since February
Occupation or position in latest five years 2012, an director of Nanjiang Investment Co., Ltd. (H.K company) and executive
director of Shanghai Nanjian Investment Co., Ltd.; an executive director of
Beijing Nanjiang Investment Co.,, Ltd since March 2012; an executive director of
Chengdu Nanjiang Engineering Technology Co., Ltd. since April 2012; served as
40
承德南江股份有限公司 2013 年度报告全文
chairman of Ningbo Morsh Technology Co., Ltd. from May 2012 to April 2013;
executive director of Chongqing Nanjiang Investment Co., Ltd. since March 2013
and chairman of Beijing Moxi Group Holding Group Co., Ltd. since May 2013.
Listed companies in and out of China that
N/A
controlled in last 10 years
Changes of actual controller in reporting period
□ Applicable √ Not applicable
Property right and controlling relationship between the actual controller and the Company is as follow:
Wang Dong
29.49%
CHENGDE NANJIANG CO., LTD.
Actual controller controlling the Company by entrust or other assets management
□Applicable √Not applicable
41
承德南江股份有限公司 2013 年度报告全文
Section VII. Particulars about Directors, Supervisors and Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Increasi Decreasi
Shares ng ng Shares
Start held at shares shares held at
Working End date
dated of
Title Sex Age of office period-b held in held in period-e
Name status office
term
term egin this this nd(Share
(Share) period period )
(Share) (Share)
Currentl
Li Chairma 2012-12
y in M 51
Weimin n -28
office
Secretar Currentl M
Li 2013-07
y of the y in 51
Weimin -05
Board office
Zhao Currentl M
Director 2012-04
Yongshe y in 37
& GM -27
ng office
Zhao Currentl M
2013-07
Yongshe CFO y in 37
-25
ng office
Currentl M
Cheng 2012-04
Director y in 45
Ducai -27
office
Hu Leave M 2013-01 2013-06
Director 59
Wenxi office -25 -05
Currentl M
Wang 2012-07
Director y in 41
Dong -31
office
Currentl M
Chen 2012-07
Director y in 39
Weihuan -31
office
Indepen Currentl M
Guo 2012-07
dent y in 43
Huibin -31
director office
Zhang Indepen Currentl M 60 2012-07
42
承德南江股份有限公司 2013 年度报告全文
Zhiyong dent y in -31
director office
Indepen Currentl M
Cao 2012-04
dent y in 47
Guohua -27
director office
Chairma M
n of
Currentl
Supervis 2012-04
Xie Yu y in 40
ory -27
office
Committ
ee
Currentl
Supervis 2012-04
Wei Lei y in F 36
or -27
office
Employe M
Hao Currentl
e 2012-04
Guangxi y in 38 5,900 0 0 5,900
supervis -27
n office
or
Currentl M
Wang Deputy 2013-10
y in 57
Xiashu GM -11
office
Wang GM Leave M 2012-04 2013-10
57
Xiashu assistant office -27 -10
Sun Currentl M
GM 2013-10
Hongwe y in 50
assistant -11
i office
Hu Deputy Leave M 2012-04 2013-06
59
Wenxi GM office -27 -05
Wang
Leave 2013-03 2013-06
Guozhe CFO M 56
office -15 -05
n
Total -- -- -- -- -- -- 5,900 0 0 5,900
II. Post-holding
Major working experience of directors, supervisors and senior executive at the present in latest five years
Li Weimin: male, born in 1963 and has a graduate diploma. He worked in 1st section of Ministry of Metallurgical Industry and
Zhongjian Law Practice Center; he works in China Kejian Co., Ltd. since October 2001; hold secretary of the Board for China Kejian
Co., Ltd. since April 2003 and he successively serves as Director, deputy chairman of the Company since July 2012, he is the
Chairman of the Company and secretary of the Board right now.
43
承德南江股份有限公司 2013 年度报告全文
Zhao Yongsheng, male, born in January 1977, he owes a university degree. He served as GM for WholeWise Sci.& Tech. Co., Ltd
and Netcom division from 1999 to 2006; and served as GM of Shenzhen XinJinDa Investment Co., Ltd. from 2006 to 2012. He
serves as director, GM and CEO of the Company since 2012.
Cheng Ducai, male, born in January 1969, party member of the CPC, an accountant, he owes a university degree. He successively
served as office of financial dept., directors and deputy directors of China Resources Recycling Corporation; he also served as CFO
of Beijing XinLianXieChuang Real Estate Development Co., Ltd, Chairman of Beijing XinLian JinDa Investment Co., Ltd, and
deputy chairman of Tibe Yalong Tibetan Medicine Co., Ltd.; now he is the Director of the Company.
Wang Dong, male, born in 1973 and has a graduate diploma. He served as director and GM of China Kejian Co., ltd. from March
2005 to December 2011; successively hold the position of Chairman and Director of Guangzhou Lezent Communications
Technology Co., ltd. from September 2009 to January 2012; serves as Chairman of Nanjiang Investment Holding Co., Ltd since April
2011; the Director of NANJIANG DIAMOND CO., LIMITED since February 2012; and now is the Director of the Company.
Chen Weihuan, male, born in December 1975, an accountant with university degree. He successively served as manager of financial
dept. of WholeWise Sci.& Tech. Co., Ltd, as CFO of China Kejian Co., ltd. and deputy GM of Shenzhen Nanjiang Investment
Holding Co., ltd. Now he is the Director of the Company.
Cao Guohua, male, PhD in Management, professor and tutor of a Ph.D student for School of Economics and Business Administration,
Chongqing University. He was selected as the elite talent of new century of Ministry of Education in 2007. He successively served as
independent directors of Guizhou Lark Co., ltd. and Balance Auto Insurance Co., Ltd. Now he is the independent director of the
Company.
Guo Huibin, male, born in September 1971,an accountant, master of economics. He served as financial analyst of financial dept. of
China Railway Signal & Communication Corp. from April 1996 to March 1997; worked in management dept. of branch of Lenovo
from March 1997 to February 1999; worked as GM of Kunming Branch from March 1999 to February 2001; from March 2001 to
September 2004 he worked as deputy GM of business management dept. of Digital China Integrated System; from June 2005 to
September 2007 he served s GM for Beijing XinNuo Zhiye Technology Development Co., Ltd.; he served as GM of Beijing Fangbo
Shidai Technology Co., Ltd. from October 2007 to March 2011 and served as Chairman of Tianjin One-Selected Equity Fund
Management Co., Ltd. from March 2011 to July 2012 and now he is the independent director of the Company.
Zhang Zhiyong, male, born in November 1954 and has a graduate diploma, a chief editor (deputy senior). He dedicated to news for
almost thirty years, and he successively served as the director of People’s Broadcasting Station of Baicheng City, Jilin Province, the
director of Baicheng Daily; deputy chief editor of Shenzhen TV News and director and member of editorial board for Shenzhen
Financial Post; he serves as director, member of editorial board and deputy President of Securities Times since February 1994; also
he took post of independent director of China Kejian Co., ltd. since May 2010, now he is independent director of the Company.
Xie Yu, male, born in 1974, graduated from Chongqing University; from September 1998 to May 2000 he served as engineers for
Chongqing Branch of China Unicom; from May 2000 to January 2003 he served as Manager of WholeWise Sci.& Tech. Co., Ltd;
served as deputy GM of Beijing Times WholeWise Software Tech. Co., Ltd. from January 2003 to September 2004; from September
2004 to September 2007 he served as GM for Beijing Tibet Beidou Star Group Co., Ltd; he successively serves as GM assistant ,
director and deputy president of Sichuan Direction Photoelectricity Co., Ltd. since September 2007; now he is the chairman of
supervisory committee of the Company.
Wei Lei, female, born in 1978, the junior college educational background; from July 1997 to December 2008 she worked as
44
承德南江股份有限公司 2013 年度报告全文
accountant for Xinzhi Technology Co., Ltd. and act as financial manager of Shenzhen Branch of Xinzhi Technology Co., Ltd.; she
serves as accountant of Shenzhen Xinjinda Investment Holding Co., Ltd. since January 2009, now she is the supervisor of the
Company.
Hao Guangxin, male, born in 1976, graduated from technical secondary school; he worked in former Dixian Co., ltd in 1996; and he
successively act as director of Making Factory, officer and director of comprehensive business division and office director of
Chengde Dalu Co., Ltd.; now he serves as employee supervisor of the Company.
Wang Xiashu, male, 56-year-old, graduated from university; he successively served as deputy director of Fuzhou 2 nd Printing Factory,
deputy GM of branch of Fujian Computer Company, deputy GM of Fujian Union Intelligent Equipment Co., Ltd., director and
deputy GM of Beijing Mingda Real Estate Development Co., Ltd, director and deputy GM of Beijing Bihu Entertainment
Development Co., Ltd, chairman and GM of Beijing Wanbo Technology Development Co., Ltd, director and deputy GM of Beijing
Millenniums Investment Co., Ltd., legal person and GM of Shandong Changle Changyuan Real Estate Co., Ltd. and deputy GM of
Fujian Yumin Investment Co., Ltd.; he served as GM assistant of the Company from April 2012 to October 2013 and serves as deputy
GM of the Company now.
Sun Hongwei, male, born in 1964, a high school background, worked in Chengde Dixian Knitting Co., Ltd. in 1986, and successively
served as chief of electrial and mechanical department of Dye Plant, GM of infrasturcture division for electromechanical device,
person in charge of the preparatory office of Xingye Paper Making, manager of Xingye Paper Making Company and manager of
engineering department of Chengde Nanjiang Co., Ltd.
Post-holding in shareholder’s unit
□ Applicable √ Not applicable
Post-holding in other unit
√ Applicable □ Not applicable
Receiving
Start dated of End date of
Name Name of other units Position remuneration from
office term office term
other units (Y/N)
Cheng Beijing XinLian JinDa Investment Co.,
GM 2005-04-15 Y
Ducai Ltd
Wei Lei Shenzhen XinJinDa Investment Co., Ltd Accountant 2009-01-15 Y
NANJIANG DIAMOND CO., N
Wang Dong Director 2012-02-23
LIMITED
Executive N
Wang Dong Shanghai Nanjiang Investment Co., Ltd. 2012-02-20
director
Executive N
Wang Dong Beijing Nanjiang Investment Co., Ltd. 2012-03-01
director
Chongqing Nanjiang Investment Co., Executive N
Wang Dong 2013-03-05
Ltd. director
Wang Dong Beijing Moxi Holdings Group Chairman 2013-05-06 N
45
承德南江股份有限公司 2013 年度报告全文
Chengdu Nanjiang Engineering Executive N
Wang Dong 2012-04-26
Technology Co., Ltd. director
Shenzhen Nanjiang Investment Holding
Wang Dong Chairman 2011-04-19 N
Co., Ltd.
Chen Shenzhen Nanjiang Investment Holding
CFO 2011-04-19 Y
Weihuan Co., Ltd.
Li Weimin China Kejian Co., Ltd. Director 2003-04-10 N
Explanation
on The above mentioned was the post-holding conditions for director, supervisor and senior executives of the
post-holding Company; post-holding of independent directors found more in individual CV.
in other unit
III. Remuneration for directors, supervisors and senior executives
Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives
Decision-making procedures: remuneration & appraisal committee proposed remuneration plan, and being approved after
deliberation by the Board, submitted for approval to shareholders’ general meeting.
Recognition basis: based on the industry and scales of the remuneration standards, formulate remuneration combine with actual
operation status of the Company.
Payment: distribute monthly according to remuneration plan
In reporting period, the in-post directors, supervisors and senior executives (not including independent directors) received
remuneration from the Company totally approximately as RMB 566,900.
Remuneration for directors, supervisors and senior executives in reporting period
In ten thousand Yuan
Total
Total
remuneration Remuneratio
remuneration
Post-holding obtained n actually
Name Title Sex Age obtained
status from obtained at
from the
shareholder’s period-end
Company
unit
Chairman&
Currently in
Li Weimin Secretary of M 51 0 0 0
office
the Board
Zhao Director& Currently in
M 37 14.21 0 14.21
Yongsheng GM& CFO office
Currently in
Wang Dong Director M 41 0 0 0
office
Chen Currently in
Director M 39 0 0 0
Weihuan office
46
承德南江股份有限公司 2013 年度报告全文
Cheng Currently in
Director M 45 0 0 0
Ducai office
Independent Currently in
Guo Huibin M 43 6 0 6
director office
Zhang Independent Currently in
M 60 6 0 6
Zhiyong director office
Independent Currently in
Cao Guohua M 47 6 0 6
director office
Chairman of
Currently in
Xie Yu supervisory M 40 0 0 0
office
committee
Currently in
Wei Lei Supervisor F 36 0 0 0
office
Hao Employee Currently in
M 38 8.41 0 8.41
Guangxin supervisor office
Currently in
Wang Xiashu Deputy GM M 57 8.46 0 8.46
office
Sun Currently in
GM assistant M 50 7.61 0 7.61
Hongwei office
Wang
CFO M 56 Leave office 0 0 0
Guozhen
Director,
Hu Wenxi M 59 Leave office 0 0 0
Deputy GM
Total -- -- -- -- 56.69 0 56.69
Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable √ Not applicable
IV. Changes of directors, supervisors and senior executives
Name Title Type Date Reasons
Secretary of
Li Weimin Appointment 2013-07-05 Appointment secretary of the Board
the Board
Zhao
CFO Leave office 2013-03-14 Post adjustment
Yongsheng
Zhao
CFO Appointment 2013-07-25 Appointment CFO
Yongsheng
Sun Hongwei GM assistant Appointment 2013-10-11 Job changes
Hu Wenxi Director Appointment 2013-01-25 Appointment director
Hu Wenxi Director, Leave office 2013-06-05 Individual reasons
47
承德南江股份有限公司 2013 年度报告全文
deputy GM
Wang Guozhen
CFO Appointment 2013-03-15 Appointment CFO
Wang Guozhen CFO Leave office 2013-06-05 Individual reasons
Wang Xiashu GM assistant Leave office 2013-10-10 Job changes
Wang Xiashu Deputy GM Appointment 2013-10-11 Job changes
V. Changes of core technology team or key technicians in reporting period (not including
directors, supervisors and senior executives)
Core technology team has no changed in reporting period
VI. Particulars of workforce
(I) Employees in-post
Ended as 31 December 2013, the Company owes 129 employees in-post totally
(II) Professional constitution and education background:
Classification of Production personnel Sales man Technicians Fianncial personnel Administrative
profession personnel
People 52 7 8 7 55
Classification of Junior college
Doctor Master Bachelor degree Other
education background diploma
Number 1 5 10 26 87
48
承德南江股份有限公司 2013 年度报告全文
49
承德南江股份有限公司 2013 年度报告全文
Section VIII. Corporate Governance
I. Corporate governance
In reporting period, the Company complied to laws and rules such as the Company Law, the Security Law, the Governance Rules of
Listed Companies, related regulations of CSRC and the Stock Listing Rules for Shenzhen Stock Exchange, the Normalized Operation
Norms for Listed Companies as well as relevant laws and regulations, standardized the operation, continues to improved and
perfected the structure for corporate governance. Actual condition of the corporate governance almost consistent with requirement
and regulations of normative documents of relevant laws and statute
1. Shareholders and the Shareholders’ General Meeting:
The Company set up Rules of Procedure of Shareholders’ General Meeting and was able to convene and hold the Shareholders’
General Meeting strictly according to the requirement of normative opinions of the Shareholders’ General Meeting and the procedure
of the meeting was legal. The Company ensures that all shareholders share the actual information of the Company equally and
guarantee the legal rights of medium and small shareholders.
2. Relation of the controlling shareholder and the listed company:
The Company is completely independent from the controlling shareholder in terms of personnel; assets, finance, organization and
business, there are no decision-making and operation activities of the Company that being interfered directly or indirectly by
controlling shareholder over the shareholders’ general meeting, and no condition of capital and assets of the Company occupied by
controlling shareholder and its related parties either.
3. Directors and the Board of Directors:
The Company elected directors strictly according to the procedure stated in the Articles of Association and engaged independent
directors according to relevant requirements. All directors can take the responsibilities in a diligent attitude on behalf of the
maximum interests of the Company and the shareholders. The Board of Directors established Rules of procedure of the Board of
Directors, implemented patiently the regulations of the laws, regulations and the Articles of Association of the Company, treated all
shareholders fairly and concentrated on the interest of relevant beneficial parties.
Specialized commissions were set up in the board of directors such as audit commission, remuneration and appraisal commission,
strategy commission and nomination commission. They respectively take over function of discussion and determination of significant
events according to corresponding working details.
4. Supervisors and the Supervisory Committee:
The population and constitution of the board of supervisors conform to requirements of the Articles of Association, including 1 staff
representative among the 3 members. The supervisors could carefully exert duties, take necessary check and supervision on finance,
directors, general managers and other senior managerial personnel, thus maintain lawful interests of the Company. The procedure of
assembling and holding of the board of supervisors conform to relevant rules of the Listing Rules, the Articles of Association and the
Parliamentary Procedures of the Board of Supervisor.
5. In aspect of relevant beneficial parties
The Company is able to fully respect and safeguard the legal rights and interests of the bank, other creditors, employees, customers
and other parties of related interests. The Company pays special attention to social welfare, environmental protection and
commonweal cause in the area, while protecting the Company’s sustainable development and realizing the maximum of the
shareholders’ interests.
6. In aspect of information disclosure and transparency:
The Company authorized the secretary of the Board of Directors to be responsible for information disclosure, reception of the
shareholders’ interviewing and consultation. The Company could disclose relevant information in a true, accurate, complete and
timely manner strictly according to provisions of laws, regulations and the Articles of Association so as to ensure equal chances for
50
承德南江股份有限公司 2013 年度报告全文
all shareholders to obtain information.
On 14 May 2013, the Company received a Notice of Inquiry (Serial: 2013 Diao Cha Tong Zi No. 16) from CSRC, decided to initiate
an investigation to the Company due to the Securiteis Laws and relevant regulations and rules have been violated by former Chengde
Dalu Co., Ltd., in line with related regulation of Securities Law of The People’s Republic of China.
The investigation not involved with operation activiteis of the Company at present, business of the Company operating normally so
far. During the investigation, the Company will actively cooperate with the CSRC for field works, and shall fulfill obligations of
information disclosure on time according to the investigation progress.
Is there any difference between the corporate government, the Company Laws and relevant regulations from CSRC
□ Yes √ No
There are no differences between the corporate government, the Company Laws and relevant regulations from CSRC
Specific activity of the corporate governance as well as formulation and implementation of registration mechanism for insiders
In the reporting period, in strict accordance with relevant requirement and regulations of ―Management System for Information
Disclosure‖ and ―Management System of Information Registration for Person with Knowledge of Inside Information‖ that
formulated, the Company earnestly does a good job in registration management for information and information submit. Name lists
of the person with knowledge of inside information have been well-recorded completely before disclosed in aspect of reporting,
submit, preparation, approval and disclosure. No violation behavior been found in directors, supervisors and senior executives and
other persons with knowledge of inside information, and no supervision measures and administrative penalty been taken for being
suspected of inside trading by supervision departments either.
II. In the report period, the Company held annual general meeting and extraordinary
shareholders’ general meeting
1. Annual General Meeting in the report period
Name of meeting Index of
Session of meeting Date Situation Date of disclosure
motion disclosure
Working Report of
the Board for year
of 2012, Working
Report of the
Supervisory
Securities Times,
Committee for
Hong Kong
year of 2012,
Commercial Daily
Annual general Annual Financial
2013-04-12 All pass 2013-04-15 and Juchao
meeting of 2012 Report of 2012,
Website
Profit Distribution
http://www.cninfo.
Plan for year of
com.cn
2012, Annual
Report and
Summary for year
of 2012,
Appointment of
51
承德南江股份有限公司 2013 年度报告全文
Auditing
Institution for year
of 2013,
Amendment on
Article of
Association
2. Extraordinary shareholders’ general meeting in the report period
Name of meeting Index of
Session of meeting Date Situation Date of disclosure
motion disclosure
Consented to the
Material Assets
Restructuring of
the Company,
Material Assets
Restructuring
Constitute a
Related
Transaction, The
Company Entered
into ―Assets
Acquisition
Agreement‖ with
effective Securities Times,
The first conditions Hong Kong
extraordinary Attached with Commercial Daily
shareholders’ 2013-01-25 Interested Party, All pass 2013-01-28 and Juchao
general meeting Purchasing Website
2013 Material Assets http://www.cninfo.
and Report of com.cn
Related
Transactions and
its Summary,
Approval of the
auditing report,
assessment report
and profit forecast
approval report for
the Material
Assets
Restructuring,
Submit to the
general meeting
52
承德南江股份有限公司 2013 年度报告全文
for authority of
Material Assets
Restructuring to
the Board, More
directors in the
Board.
Securities Times,
Hong Kong
The second
Foreign Commercial Daily
extraordinary
Investment and and Juchao
shareholders’ 2013-03-15 All pass 2013-03-18
Related Website
general meeting
Transactions http://www.cninfo.
2013
com.cn
Securities Times,
The third Hong Kong
extraordinary Amendment on Commercial Daily
shareholders’ 2013-05-03 Article of All pass 2013-05-06 and Juchao
general meeting Association Website
2013 http://www.cninfo.
com.cn
Securities Times,
Assets of
The fourth Hong Kong
wholly-owned
extraordinary Commercial Daily
subsidiary sold,
shareholders’ 2013-07-19 All pass 2013-07-20 and Juchao
Participated in the
general meeting Website
auction of Land
2013 http://www.cninfo.
use right
com.cn
Securities Times,
The fifth Hong Kong
extraordinary Proposal of Assets Commercial Daily
shareholders’ 2013-09-27 of the Company All pass 2013-09-28 and Juchao
general meeting sold Website
2013 http://www.cninfo.
com.cn
Controlling
Securities Times,
subsidiary applied
The sixth Hong Kong
for bank credit
extraordinary Commercial Daily
lines, The
shareholders’ 2013-11-08 All pass 2013-11-09 and Juchao
Company offering
general meeting Website
security
2013 http://www.cninfo.
guarantees to
com.cn
controlling
53
承德南江股份有限公司 2013 年度报告全文
subsidiary
Securities Times,
The seventh Hong Kong
extraordinary Commercial Daily
Proposal of
shareholders’ 2013-11-29 All pass 2013-11-30 and Juchao
foreign investment
general meeting Website
2013 http://www.cninfo.
com.cn
III. Responsibility performance of independent directors in report period
1.The attending of independent directors to Board meetings and shareholders’ general meeting
The attending of independent directors
Times of Absent the
Times of
Board meeting Times of Meeting for
Independent Times of attending by Times of
supposed to entrusted the second
director Presence communicatio Absence
attend in the presence time in a row
n
report period (Y/N)
Cao Guohua 19 1 18 0 0 N
Guo Huibin 19 1 18 0 0 N
Zhang Zhiyong 19 1 18 0 0 N
Times to attended the shareholders
8
general meeting
Explanation of absent the Board Meeting for the second time in a row
Nil
2. Objection for relevant events from independent directors
Whether independent directors come up with objection about company’s relevant matters or not
□ Yes √ No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
Whether the opinions from independent directors have been adopted or not
√Yes □ No
Explanation on advice that accepted/not accepted from independent directors
According to the requirement of Company Law, Security Laws, Rules for Stock Listing, Article of Association and Working
Mechanism for Independent Directors, independent directors of the Company pay attention to operation of the Company, performing
vary responsibility of independent directors seriously; furthermore, they proactively investigate and studied operation status, business
development and financial status of the Company, strictly supervise standard operation of the Company. Concerning the engagement
of accounting firm, external guarantee, profit distribution plan and self-evaluation report of internal control, they carry out specific
54
承德南江股份有限公司 2013 年度报告全文
explanation and independent opinions; and fulfill responsibility to propose scientific and reasonable opinions and recommendation
for operation and development of the Company base on their own professional knowledge, which protect all interest of the
shareholders for the Company. In the report period, independent directors have no objections on relevant issues of the Company.
IV. Responsibility performance of subordinate special committee of the Board in report
period
1. Responsibility performance of Auditing Committee
In the report period, auditing committee followed related regulation of Annual Report Work Regulations of Audit Committee,
seriously fulfilled their duties: examine accounting policy, financial system and financial status of eth Company for year of 2013 as
well as the improvement and implementation of internal control; auditing company’s periodic report and financial report; during the
preparation, they cooperated with auditing institution to ensure the reality, accuracy and completeness of periodic report, and
summary the annual work of auditing institution
2. Responsibility performance of Nomination Committee
In the reporting period, nomination committee in line with related regulation of CSRC and Shenzhen Stock Exchange,
conscientiously performed their duties, reviewed the appointment qualification and competency-based for the Board, supervisory
committee and senior executives: the person shall required relevant professional knowledge and ability of decision-making,
supervision and cooperation, and be qualified for relevant positions, the qualification meets regulations from the Company Law,
Governance Rules for Listed Companies and Article of Association.
3. Responsibility performance of Remuneration and Appraisal Committee
In reporting period, in strict accordance with ―Working Rules of Remuneration and Appraisal Committee‖, the committee earnestly
perfom their duties, mainly in charge of the formulation of assessment standards for directors and senior executives, and carried out
evaluations; formulated and reviewed the remuneration policy and plan for directors and managers and directring the Board to
improve remuneration system of the Company.
4. Responsibility performance of Strategy Committee
In the reporting period, strategy committee in line with related regulation of CSRC and Shenzhen Stock Exchange, conscientiously
performed their duties, carried on research and proposed advice on the development strategy plans of the Company as well as the
major events that may impact on the Company’s development in the future; they broadly responsible for the strategic macro
manaegment of the Company, strategy formulation, planning approval and supervision implementation, and study the annual strategy
development needs of the Company, development planning, strengthen scientific of decision-making, improved the decision-making
efficiency for major investment and decision-making quality, perfected the structure of corporate governance.
V. Works from Supervisory Committee
Whether the Company has risks or not in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objection about supervision events in reporting period
In 2013, all supervisor of the supervisory committee in a responsible manner for general meeting and whole shareholders,
conscientiously abide by the State Laws, regulations and Article of Association, diligent and responsible, forge ahead, giver full play
to the due role of supervisory committee in the Company.
(I) Meeting of the supervisory committee and resolutions in Period
Supervisory committee held 4 meetings in the Period with contents as:
1. On 26 Feburary 2013, the 4th meeting of 5th session of supervisory committee was held on way of communication. Proposals
55
承德南江股份有限公司 2013 年度报告全文
below are been deliberated and approved:
(1) Deliberated and passed the ―Working Report of Superviosry Committee for year of 2012‖;
(2) Deliberated and passed the ―Financial Report of 2012‖;
(3) Deliberated and passed the ―Annual Report of 2012 and Summary‖
(4) Deliberated and passed the ―Self-appraisal Report of Internal Control for year of 2012‖
(5) Deliberated and passed the ―Retroztive Treatment on Accounting Statement of 2011 by the Board‖
The resolution notice was released on Hong Kong Commercial Daily, Securities Times and Juchao Website
http://www.cninfo.com.cn dated 28 Feburary 2013.
2. On 23 April 2013, the 5th meeting of 5th session of supervisory committee was held on way of communication. Deliberated and
approved the ―1Q Report of 2013 and Summary‖. The resolution was submitted for a record in Shenzhen Stock Exchaneg on 23
April 2013.
3. On 27 August 2013, the 6th meeting of 5th session of supervisory committee was held on way of communication. Deliberated and
approved the ―Semi-Annual Report of 2013 and Summary‖. The resolution was submitted for a record in Shenzhen Stock Exchaneg
on 27 August 2013.
4. On 25 October 2013, the 7th meeting of 5th session of supervisory committee was held on way of communication. Deliberated and
approved the ―3Q Report of 2013 and Summary‖. The resolution was submitted for a record in Shenzhen Stock Exchaneg on 25
October 2013.
(II) Independent oponion on relevant events of the Company for year of 2013
1. Independent oponion on operate according to law regulations
In accordance with relevant laws and regulations of the State, supervisory committee supervised the convening procedures of the
Board Meeting and resolutions, execution of general meeting’s resolution by the Board, duty performance of senior executives and
management system of the Company. They considered that as for the work for year of 2013, the Board carried out standard
operations in strict accordance with the Company Law, Securities Law, Listing Rules, Article of Association as well as other
regulations and mechanism, responsible and conscientious, making operation decisions scientifically and reasonably, further to
improved the internal managemetn system and internal control mechanism, established a favorable IC mechanism; no interest of the
Company was violated and behavior against the laws, regulations, article of associations in way of duty performance from the
directors and managers been found.
2. Independent oponion on financial consition of the Company
Supervisory committee exercise carefully and dilligent examination on the finanical system and financial status of the Company, they
considered that real financial status and operation results of the Company have been reflected in the finacnal reprot of 2013.
3. Independent oponion on latest actual investment of raised fund
The Company has no fund raised in the reporting period.
4. Independent oponion on related transaction
Related transactions occurred in the Period:
(1) 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 with registered capial amounting to RMB 50 million, of which, Nanjiang Invesment contributed RMB 45 million in
cash, accounting 90% of the total invested amount while Ningbo Morsh Technology Co., Ltd. invested RMB 5 million in cash, a 10%
in total invested amount. Related director Mr. Wang Dong and Mr. Chen Weihuan avoid the voting. The foreign investment is the
strategic long-term investment for the Company, which is further to promoted the strategy target of transformation of new energy and
new mateirals, benefit to improve core competence fo the Company, accelerated sustainable development of the Company and plays
an active role in later development without interest of the sharehodles and Company been violated and assets loss.
56
承德南江股份有限公司 2013 年度报告全文
(2) On 8 November 2013, Chengde Nanjiang Co., Ltd., Chengde Nanjiang Ecological Agriculture Co., Ltd. and Beijing Xiangeqing
Co., Ltd. entered into a three parties long-term strategic cooperation agreement in Beijing, that is Eco-agricultural, the wholly-owned
child company, provided agricultural products needed for Beijing Xiangeqing for a long-term, transactions in 2014 expected up to
RMB 10 million. Related director Mr. Wang Dong avoid the voting. The routine related transaction is the normal operation needs of
the Company, pricing follow by the market principle, and without interest of the sharehoders and Company been violated and assets
loss.
(3) The ―Suspension Notice for Preparation for Material Assets Reorganization‖ was released on 26 July 2012, stock of the Company
ceased for trading since 26 July 2012. During the reporting period, the material assets reorganization was completed, 30 percent
equity of Runhua Rural Water (Tianjin) International Trade Co., Ltd was purchased in cash and is constitute a related transaction. The
purchasing plan and relevant agreemetns signed were satisfied the ―Company Law of the People’s Republic of China‖, ―P.R.C
Securities Law‖, ―Administrative Measures for the Material Assets Reorganizations of Listed Companies‖ and other related laws and
regulations as well as regulations of normative documents issued by CSRC, relevant approval procedures are opreates under the
circustums of related directors withdraw from voting. The agency authority of auditing organization, appraisal institute, financial
consultant and law advisers with statutoty qualifications have been appointed by the Company in line with legal procedures, and
exercise material assets reorganization according on basis of the reprots and opinions issued by the agency authority, guarantee the
material assets reorganization carried on basis of legal, regulated, fairness, justice and open, and without interest of the sharehoders
and Company been violated and assets loss.
5. Independent oponion on acquisition of assets sold
Acquisition and sales of the assets are runs in a reasonable price, no interest of part of the shareholders been violated or assets of the
Company loss been found.
6. Self-appraisal of internal control
In line with relevant regulation of CSRC and Shenzhen Stock Exchange, the Company follow basic principle of internal control,
according to actual condition, established and improved an internal control system that covers all aspects of the Company, guarantee
business activities operates normally, protect the safety and completion of assets. In the reporting period, no situation of violation of
―Guideline of Internal Control for Listed Companies‖ and IC system of the Company been found. In conclusion, the supervisory
committee considered that the self-appraisal report of the internal control reflects a real, accurate condition of the Company in aspect
of internal control, therefore, supervisory show no objections.
VI. Independency of the Company relative to controlling shareholders’ in aspect of businesses,
personnel, assets, organization and finance
The company is completely independent from the controlling shareholder in terms of personnel, assets, finance, organization and
business for independent responsibility and risks undertake, owes an independent business and ability of self operation.
1. In aspect of personnel: the labor, personnel and wage management of the Company is completely independent and the manager,
deputy manager and other senior executives received salaries in the Company.
2. In aspect of assets: The Company as an independent legal person has full property right of legal person and has independent
production system, accessorial production system and auxiliary equipment. Industrial property right, trademark, non-patent
technology and other intangible assets all belong to the listed company. The Company has independent purchase and sales system.
3. In aspect of finance: The Company has independent financial department, whole, independent and normatively operated business
accounting system and financial administration system and independent bank account.
4. In aspect of organization independence: The Company’s organizations are wholly independent and the offices of the Company are
57
承德南江股份有限公司 2013 年度报告全文
wholly separated from the controlling shareholder.
5. In aspect of business: The Company is independent from the controlling shareholder in terms of businesses and has independent
and whole business and operating ability.
VII. Horizontal Competition
No horizontal competitions exist in the Company, controlling shareholders and actual controllers
VIII. Appraisal and incentive mechanism for senior executives
Senior executives’ annual remuneration is paid monthly. They based on rules of salary management and level standard made by the
company. They made the remuneration case for senior manager based on the annual examination of their work ability, performance
and accomplishment of duty goals.
58
承德南江股份有限公司 2013 年度报告全文
Section IX. Internal control
I. The Construction Situation of Internal Control
Based on the reality of its own, the Company had established a set of internal control system which was rather perfect, including
Articles of Association, Procedures and Rules of Shareholders’ General Meeting, Procedures and Rules of Board of Directors,
Procedures and Rules of Supervisory Committee, Work Specification for General Manager, Management System of Raised Proceeds,
Conduct Code for Controlling Shareholders, Investor Relationship Management System, Financial Management System, Information
Disclosure Management System, Internal Report System for Significant Information, Shares Held by the Directors, Supervisors and
Senior Management Officers of Listed Companies and the Changes Thereof, Administration System for Insiders of Internal
Information, the Accountability System for Major Errors Made in Annual Report Information Disclosure, Work Specification for
Independent Directors, Implementation Specification for Audit Committee, Work Rules on Annual Report for Audit Committee,
Encouragement and Restraint Mechanism Approach for Management Team, Implementation Specification for Strategy Committee
of Board of Directors, Implementation Specification for Remuneration and Appraisal Committee of Board of Directors,
Implementation Specification for Nomination Committee of Board of Directors and Related Transaction Management System,
Management System for Derivatives Investment and other regulations and systems. The internal control system basically covered all
operational step of the Company.
In order to reinforced and improved internal control of the Company, and guarantee favorable operation of the Company as well as in
line with relevant requirement and supporting guideline of ―Notice of Approval from the State Council for Quality Improvement of
Listed Company from Security Regulatory Committee(GF[2005] No. 34‖ and ―Basic Norms of Internal Control for Enterprises‖;
according to the relate requirement of ―Notice of Standardize Relevant Works of Internal Control Completely for the Company in
Administrative Area‖ from Hebei Security Regulatory Bureau of CSRC, the Company formulated a working plan of implementation
of internal control and promoted the internal control work step by step.
The present internal control system of the company was basically completed, which could adapt demand of the Company’s
management and development, and basically reached the whole goal of internal control. The present internal control could provide
reasonable guarantee for compiling true and fair financial statement, and provide guarantee for healthy operation of each business,
and implementation of relevant laws, regulations of the state and internal bylaws of unit. Each internal control of the Company was
persistently, smoothly and strictly implemented in each step of production and operation. The Company thought the internal control
was effective.
Accompanied with changes in operational and external environments, there was bound to be some systematical shortcomings or
managerial loopholes during the corporate development, and effectiveness of the current internal control might change. The
Company would comply with relevant requirements and further optimize internal control to make sure that it would always adapt to
the developmental demands of the Company as well as the requirements of related national laws and rules.
II. Statement of the Board of Directors on Responsibility of Internal Control
Board of Directors considers that: the Company effectively implemented the internal control by continuous to established, completed
and executed vary internal control mechanism as well as perfected the mechanism; internal control mechanism is operating in a
favorable condition, no major defects be found in aspect of risk control, business control, financial management, H&R management,
information communication and disclosure management; in real implementation, no major errors being found and the operation risks
are under an effective control. Frame of internal control mechanism of the Company is getting more and more perfection and
reasonable, overall, the mechanism is effective that meets the development for enterprise’ operation.
The Company complied with Accounting Laws, Accounting Standards for Enterprises, Regulation of Internal Control and supporting
59
承德南江股份有限公司 2013 年度报告全文
guidelines as well as regulations and rules, formulated and implemented financial management system. The installation and division
of accounting posts was clear, separated from each other and restrained each other with post duty system; in aspect of financial report,
the Company had built a series of complete financial report system and internal control system of financial report. The production
procedure of financial report was scientific and complete. As to the data, the core was controlled, the collection was efficient, and
that analysis and handle was conducted; As for annual report audit, the Company formulated the Annual Report Working Procedure
for Audit Commission of the Board of Directors and the Annual Report Working Procedure for Independent Directors. Audit
Commission and independent directors practically fulfilled duties with full responsibility diligently. The legal representative, chief
accounting charger and charger of accounting institution were responsible for the authenticity and completeness of the Company. In
the reporting period, financial staff of the Company in strict accordance with relevant laws and regulations as well as internal control
system of the financial report, carried out financial management and accounting treatment pursuant to the law, internal control of the
financial report operates efficiency and correctly without major deficits.
IV. Appraisal report of internal control
Details of major defects in appraisal report that found in reporting period
No major defect has been found in the internal control during the Period
Date of appraisal report of
internal control disclosed 2014-04-25
(full-text)
Index of appraisal report of
internal control disclosed Juchao Website:www.cninfo.com.cn
(full-text)
V. Audit report of internal control
□ Applicable √ Not applicable
VI.Establishment and enforcement of Accountability Mechanism for Major Errors in Annual
Report
The company formulated ―Accountability Mechanism for Major Errors in Disclosure of Annual Report Information‖, which defined
the situation of major errors for disclosure of annual report information, the type of accountability and its kind. It helps to disclose
annual report information. No correction of major accounting errors, supplementation of major omission information and amendment
of performance prediction occurred in the report period.
60
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Section X. Financial Report
I、Audit Report
Audit Opinion Standard unqualified audit opinion
Date of issuing audit report 2014/4/23
Name of the audit firm Da Hua Certified Public Accountants（Special General Partnership）
Reference number of the audit report Da Hua Shen Zi [2014] No. 005026
Name of Certified public accountant Rong Fan, JunMin Han
Body of the audit report
Audit Report
Da Hua Shen Zi [2014] No.005026
To the Shareholders of CHENGDE NANJIANG CO., LTD. :
We have audited the accompanying statement of (consolidated) financial position of CHENGDE NANJIANG CO., LTD. as at 31
December 2012, and the statement of (consolidated) comprehensive income, statement of (consolidated) cash flows, notes to
(consolidated) financial statements for the year ended 31 December 2012.
1．Responsibility of the management
The preparation of the financial statements in accordance with ―Accounting Standards for Business Enterprises‖ and ―China
Accounting Systems for Business Enterprises‖, is the responsibility of the management of the company. The responsibility includes 1)
designing, implementing and maintaining the internal controls over financial reporting, in order to avoid material misstatement due to
fraud or error; 2) selecting and using appropriate accounting principles; and 3) making logical accounting estimate.
2. Responsibility of CPAs
Our responsibility is to express an opinion on these financial statements based on our audit. We conduct our audit in accordance with
Auditing Standards for Chinese Certified Public Accountants. Those standards require that we abide by professional ethics, plan and
perform the audit to obtain reasonable assurance on whether the financial statements are free from material misstatement. An audit
includes the consideration of internal control over financial reporting as a basis for making risk assessment and designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. An audit includes selecting and performing appropriate audit procedures based
on auditors’ judgment to gather evidence supporting the amounts and disclosures in the financial statements. An audit also includes
an assessment of the accounting principles used and significant estimates made by management, as well as an evaluation of the
overall financial statement presentation. We believe that our audits provide a sufficient and reasonable basis for our opinion.
3. Audit opinions
In our opinion based on our examinations, the (consolidated) financial statements are presented fairly, in all material respects, the
(consolidated) financial position of your company as at 31 December 2012 and the results of its (consolidated) operations and
(consolidated) cash flows for the year ended, in conformity with the ―Accounting Standards for Business Enterprises‖ and
―Accounting Systems for Business Enterprises‖ promulgated by the State.
Da Hua Certified Public Accountants LLP Certified Public Accountants：Rong Fan
（Beijing） Certified Public Accountants：JunMin Han
Beijing, P.R.China 23 April 2014
61
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
II、Financial Statements
Unit for notes to financial statements：RMB
1、Statement of Consolidated Financial Position
Prepare by：CHENGDE NANJIANG CO., LTD
Unit：RMB
Item Closing Balnace Opening Balance
Current assets：
Monetary funds 89,426,891.22 81,546,046.87
Settlement provisions
Capital lent
Transaction finance asset
Notes receivable
Accounts receivable 117,180.60
Accounts paid in advance 33,836,310.22 308,292.36
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance receivable
Interest receivable
Dividend receivable
Other receivables 4,976,108.67 28,169,019.64
Purchase restituted finance asset
Inventories 190,569,964.32 20,490,734.61
Non-current asset due within one year
Other current assets 4,478,158.24 9,000,000.00
Total current assets 322,288,900.40 139,514,093.48
Non-current assets:
Granted loans and advances
Finance asset available for sales
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 6,626,905.49
Investment property
Fixed assets 11,296,353.61 24,742,103.60
62
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Construction in progress 402,587.43
Construction in progress
Disposal of fixed asset
Productive biological asset 258,190.34
Oil and gas asset
Intangible assets 28,721,653.41 26,705,104.38
Expense on Research and Development
Goodwill 1,809,762.89
Long-term expenses to be apportioned 7,811,572.52 734,424.92
Deferred income tax asset 834,223.19 1,518,810.84
Other non-current asset
Total non-current asset 57,358,661.45 54,103,031.17
Total assets 379,647,561.85 193,617,124.65
Current liabilities:
Short-term loans
Loan from central bank
Absorbing deposit and interbank deposit
Capital borrowed
Transaction financial liabilities
Notes payable 26,000,000.00
Accounts payable 3,660,631.16 2,052,001.91
Accounts received in advance 53,821,113.16 7,120,711.50
Selling financial asset of repurchase
Commission charge and commission payable
Wage payable 6,205,363.50 6,328,453.28
Taxes payable 18,026,904.58 11,042,907.39
Interest payable
Dividend payable
Other accounts payable 36,044,983.70 52,178,378.96
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Non-current liabilities due within 1 year
63
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Other current liabilities
Total current liabilities 142,643,283.23 78,722,453.04
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 142,643,283.23 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
Reasonable reserve 76,791,550.17 76,791,550.17
Provision of general risk
Retained profit -1,029,880,318.18 -1,124,687,129.34
Balance difference of foreign currency translation
Total owner’s equity attributable to parent company 209,701,482.77 114,894,671.61
Minority interests 27,302,795.85
Total owner’s equity ( or shareholders’ equity) 237,004,278.62 114,894,671.61
Total liabilities and owner’s equity( or shareholders’ equity) 379,647,561.85 193,617,124.65
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
2、Statement of Financial Position (Parent)
Prepare by：CHENGDE NANJIANG CO., LTD
Unit：RMB
Item Closing Balance Opening Balance
Current assets:
Monetary funds 5,681,141.82 777,456.70
64
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Transaction finance asset
Notes receivable
Accounts receivable
Accounts paid in advance 25,000,000.00
Interest receivable
Dividend receivable
Other receivables 316,143.39 782,244.99
Inventories 161,600,661.40
Non-current asset due within one year
Other current assets
Total current assets 192,597,946.61 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 property
Fixed assets 1,314,384.81 666,168.02
Construction in progress
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets 15,699,628.36 16,123,971.52
Expense on Research and Development
Goodwill
Long-term expenses to be apportioned
Deferred income tax asset 750.00
Other non-current asset
Total non-current asset 169,299,432.90 119,904,439.27
Total assets 361,897,379.51 121,464,140.96
Current liabilities:
Short-term loans
Transaction financial liabilities
65
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Notes payable
Accounts payable
Accounts received in advance 40,423,500.00
Wage payable 189,016.48
Taxes payable -58,959.68 -52,171.87
Interest payable
Dividend payable
Other accounts payable 299,169,464.74 99,848,758.92
Non-current liabilities due within 1 year
Other current liabilities
Total current liabilities 339,534,005.06 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 339,534,005.06 99,985,603.53
Owner’s equity (or shareholders’ equity):
Paid-in 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
Provision of general risk
Retained profit -1,210,114,062.41 -1,210,998,899.43
Balance difference of foreign currency translation
Total owner’s equity ( or shareholders’ equity) 22,363,374.45 21,478,537.43
Total liabilities and owner’s equity( or shareholders’ equity) 361,897,379.51 121,464,140.96
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
66
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
3、Consolidated Income Statement
Prepare by：CHENGDE NANJIANG CO., LTD
Unit：RMB
Item This Period Last Period
I. Total operating income 363,952,258.89 79,512,004.22
Including: Operating income 363,952,258.89 79,512,004.22
Interest income
Insurance gained
Commission charge and commission income
II. Total operating cost 364,595,768.48 86,243,667.29
Including: Operating cost 339,083,312.47 58,424,002.63
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 3,135,115.82 4,949,457.23
Sales expenses 3,263,636.58
Administration expenses 21,000,380.87 15,939,028.09
Financial expenses 616,644.15 2,390,155.66
Losses of devaluation of asset -2,503,321.41 4,541,023.68
Add: Changing income of fair value(Loss is listed with ―-‖)
Investment income (Loss is listed with ―-‖) 164,602.55 15,731.51
Including: Investment income on affiliated company and joint venture
Exchange income (Loss is listed with ―-‖)
III. Operating profit (Loss is listed with ―-‖) -478,907.04 -6,715,931.56
Add: Non-operating income 132,325,264.45 109,415,952.53
Less: Non-operating expense 615,794.39 63,261,820.36
Including: Disposal loss of non-current asset 58,856,083.88
IV. Total Profit (Loss is listed with‖-‖) 131,230,563.02 39,438,200.61
Less: Income tax expense 31,295,705.90 6,543,831.79
V. Net profit (Net loss is listed with ―-‖) 99,934,857.12 32,894,368.82
67
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Including: Net profit of combined party realized before combination
Net profit attributable to owner’s of parent company 94,806,811.16 32,894,368.82
Minority shareholders’ gains and losses 5,128,045.96
VI. Earnings per share -- --
i. Basic earnings per share 0.13 0.05
ii. Diluted earnings per share 0.13 0.05
VII. Other consolidated income 7,104,364.09
VIII. Total consolidated income 99,934,857.12 39,998,732.91
Total consolidated income attributable to owners of parent company 94,806,811.16 39,998,732.91
Total consolidated income attributable to minority shareholders 5,128,045.96
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
4、Income Statement (Parent)
Prepare by：CHENGDE NANJIANG CO., LTD
Unit：RMB
Item This Period Last period
I. Operating income 9,631,946.56 0.00
Less: Operating cost 28,460.39 0.00
Operating tax and extras 528,000.00
Sales expenses 240,503.11
Administration expenses 7,959,458.53 4,274,037.12
Financial expenses 1,258.28 132.00
Losses of devaluation of asset 3,000.00 9,946,996.58
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 with ―-‖) 871,266.25 -14,221,165.70
Add: Non-operating income 21,920.77 1,396,018.64
Less: Non-operating expense 9,100.00 66,230.57
Including: Disposal loss of non-current asset
III. Total Profit (Loss is listed with‖-‖) 884,087.02 -12,891,377.63
Less: Income tax expense -750.00
IV. Net profit (Net loss is listed with‖-‖) 884,837.02 -12,891,377.63
68
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
V. Earnings per share -- --
i. Basic earnings per share
ii. Diluted earnings per share
VI. Other consolidated income
VII. Total consolidated income 884,837.02 -12,891,377.63
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
5、Statement of Consolidated Cash Flow
Prepare by：CHENGDE NANJIANG CO., LTD
Unit：RMB
Item This Period Last period
I. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 415,792,262.19 56,604,102.70
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 operating activities 59,481,903.92 66,559,511.34
Subtotal of cash inflow arising from operating activities 475,274,166.11 123,163,614.04
Cash paid for purchasing commodities and receiving labor service 590,408,836.19 33,226,555.77
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 8,150,877.53 2,357,550.98
69
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Taxes paid 35,021,456.47 24,864,917.67
Other cash paid concerning operating activities 46,246,028.58 67,101,247.94
Subtotal of cash outflow arising from operating activities 679,827,198.77 127,550,272.36
Net cash flows arising from operating activities -204,553,032.66 -4,386,658.32
II. Cash flows arising from investing activities:
Cash received from recovering investment 9,000,000.00
Cash received from investment income 111,230.13
Net cash received from disposal of fixed, intangible and other long-term assets 188,233,888.62 101,678,178.10
Net cash received from disposal of subsidiaries and other units
Other cash received concerning investing activities 57,429,714.65
Subtotal of cash inflow from investing activities 254,774,833.40 101,678,178.10
Cash paid for purchasing fixed, intangible and other long-term assets 11,010,284.50 1,813,769.26
Cash paid for investment 9,000,000.00
Net increase of mortgaged loans
Net cash received from subsidiaries and other units
Other cash paid concerning investing activities
Subtotal of cash outflow from investing activities 11,010,284.50 10,813,769.26
Net cash flows arising from investing activities 243,764,548.90 90,864,408.84
III. Cash flows arising from financing activities
Cash received from absorbing investment 5,000,000.00
Including: Cash received from absorbing minority shareholders’ investment by subsidiaries 5,000,000.00
Cash received from loans
Cash received from issuing bonds
Other cash received concerning financing activities
Subtotal of cash inflow from financing activities 5,000,000.00
Cash paid for settling debts 35,300,000.00 3,090,000.00
Cash paid for dividend and profit distributing or interest paying 1,030,671.89 2,414,358.33
Including: Dividend and profit of minority shareholder paid by subsidiaries
Other cash paid concerning financing activities 11,445,403.16
Subtotal of cash outflow from financing activities 47,776,075.05 5,504,358.33
Net cash flows arising from financing activities -42,776,075.05 -5,504,358.33
IV. Influence on cash and cash equivalents due to fluctuation in exchange rate -1.17
V. Net increase of cash and cash equivalents -3,564,558.81 80,973,391.02
Add: Balance of cash and cash equivalents at the period -begin 81,546,046.87 572,655.85
70
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
VI. Balance of cash and cash equivalents at the period -end 77,981,488.06 81,546,046.87
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
6、Statement of Cash Flow (Parent)
Prepare by：CHENGDE NANJIANG CO., LTD
Unit：RMB
Item This Period Last Period
I. Cash flows arising from operating activities:
Cash received from sellingcommodities and providing labor services 9,631,946.56
Write-back of tax received
Other cash received concerning operating activities 201,813,444.46 11,745,056.16
Subtotal of cash inflow arising from operating activities 211,445,391.02 11,745,056.16
Cash paid for purchasing commodities and receiving labor service 186,629,121.79
Cash paid to/for staff and workers 2,472,138.09 1,097,122.03
Taxes paid 1,621,088.68 161,236.10
Other cash paid concerning operating activities 6,302,906.34 9,036,011.24
Subtotal of cash outflow arising from operating activities 197,025,254.90 10,294,369.37
Net cash flows arising from operating activities 14,420,136.12 1,450,686.79
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 40,423,500.00
Net cash received from disposal of subsidiaries and other units
Other cash received concerning investing activities
Subtotal of cash inflow from investing activities 40,423,500.00
Cash paid for purchasing fixed, intangible and other long-term assets 769,581.00 677,248.72
Cash paid for investment 49,170,370.00
Net cash received from subsidiaries and other units
Other cash paid concerning investing activities
Subtotal of cash outflow from investing activities 49,939,951.00 677,248.72
Net cash flows arising from investing activities -9,516,451.00 -677,248.72
III. Cash flows arising from financing activities
Cash received from absorbing investment
71
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Cash received from loans
Cash received from issuing bonds
Other cash received concerning financing activities
Subtotal of cash inflow from financing 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 activities
IV. Influence on cash and cash equivalents due to fluctuation in exchange rate -1.17
V. Net increase of cash and cash equivalents 4,903,685.12 773,436.90
Add: Balance of cash and cash equivalents at the period -begin 777,456.70 4,019.80
VI. Balance of cash and cash equivalents at the period -end 5,681,141.82 777,456.70
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
7、Statement of Changes in Shareholders’ Equity (Consolidated)
Prepare by：CHENGDE NANJIANG CO., LTD
This Period
Unit：RMB
This Period
Owners’ equity attributable to parent company
Owners’
equity Minor Total
Provisio
Item attributa Less: Reasona
Capital Surplus n of Retaine sharehold owners’
ble to inventor ble Other
reserves reserves general d profit ers’ equity equity
parent y shares reserve
risk
compan
y
-1,124,6
I. Balance at the end of last 706,320 456,470, 76,791, 114,894,67
87,129.3
year ,000.00 250.78 550.17 1.61
4
Add: Change of
accounting policy
Correcting of
previous errors
72
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Other
-1,124,6
II. Balance at the beginning of 706,320 456,470, 76,791, 114,894,67
87,129.3
current year ,000.00 250.78 550.17 1.61
4
III. Changed in current 94,806,8 27,302,79 122,109,60
term(Loss is listed with ―-‖) 11.16 5.85 7.01
94,806,8 5,128,045 99,934,857
(I) Net profit
11.16 .96 .12
(II) Other consolidated income
94,806,8 5,128,045 99,934,857
Subtotal of (I) and (II)
11.16 .96 .12
(III) Owners’ input and 22,174,74 22,174,749
withdraw of share capital 9.89 .89
5,000,000
1. Capital input by owners
.00
2. Share payment accounted
into owners’ equity
17,174,74 22,174,749
3. Others
9.89 .89
(IV) Profit distribution
1. Providing of surplus reserves
2. Common risk provision
3. Dividend to owners’(or
shareholders)
4. Others
(V) Internal settlement of
owners’ equity
1. Capital reserves transferred
to share capital
2. Surplus reserves transferred
to share capital
3. Making up losses by
surplus reserves
4. Others
(VI) Reasonable reserve
1. Withdrawal in the report
period
73
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
2. Usage in the report period
(VII) Other
-1,029,8
IV. Balance at the end of this 706,320 456,470, 76,791, 27,302,79 237,004,27
80,318.1
term ,000.00 250.78 550.17 5.85 8.62
8
Last year
Unit：RMB
Last Year
Owners’ equity attributable to parent company
Owners’
equity Minor Total
Provisio
Item attributa Less: Reasona
Capital Surplus n of Retaine sharehold owners’
ble to inventor ble Other
reserves reserves general d profit ers’ equity equity
parent y shares reserve
risk
compan
y
-1,157,5
I. Balance at the end of last 706,320 449,365, 76,791, 11,171,69 86,067,630
81,498.1
year ,000.00 886.69 550.17 2.12 .82
6
Add: retroactive
adjustment arising from
enterprise combination under
same control
Add: Change of
accounting policy
Correcting of
previous errors
Other
-1,157,5
II. Balance at the beginning of 706,320 449,365, 76,791, 11,171,69 86,067,630
81,498.1
current year ,000.00 886.69 550.17 2.12 .82
6
III. Changed in current 7,104,36 32,894,3 -11,171,6 28,827,040
term(Loss is listed with ―-‖) 4.09 68.82 92.12 .79
32,894,3 32,894,368
(I) Net profit
68.82 .82
7,104,36 7,104,364.
(II) Other consolidated income
4.09 09
7,104,36 32,894,3 39,998,732
Subtotal of (I) and (II)
4.09 68.82 .91
74
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
(III) Owners’ input and -11,171,6 -11,171,69
withdraw of share capital 92.12 2.12
1. Capital input by owners
2. Share payment accounted
into owners’ equity
-11,171,6 -11,171,69
3. Others
92.12 2.12
(IV) Profit distribution
1. Providing of surplus reserves
2. Common risk provision
3. Dividend to owners’(or
shareholders)
4. Others
(V) Internal settlement of
owners’ equity
1. Capital reserves transferred
to share capital
2. Surplus reserves transferred
to share capital
3. Making up losses by surplus
reserves
4. Others
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
(VII) Other
-1,124,6
IV. Balance at the end of this 706,320 456,470, 76,791, 114,894,67
87,129.3
term ,000.00 250.78 550.17 1.61
4
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
8、Statement of Changes in Shareholders’ Equity (Parent)
Prepare by：CHENGDE NANJIANG CO., LTD
This period
75
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Unit：RMB
This Peirod
Paid-up
Less: Provision Total
Item capital(or Capital Reasonable Surplus Retained
inventory of general owners’
share reserves reserve reserves profit
shares risk equity
capital)
706,320,00 449,365,88 76,791,550 -1,210,998, 21,478,537
I. Balance at the end of last year
0.00 6.69 .17 899.43 .43
Add: Change of accounting
policy
Correcting of previous
errors
Other
II. Balance at the beginning of 706,320,00 449,365,88 76,791,550 -1,210,998, 21,478,537
current year 0.00 6.69 .17 899.43 .43
III. Changed in current
884,837.02 884,837.02
term(Loss is listed with ―-‖)
(I) Net profit 884,837.02 884,837.02
(II) Other consolidated income
Subtotal of (I) and (II) 884,837.02 884,837.02
(III) Owners’ input and withdraw
of share capital
1. Capital input by owners
2. Share payment accounted
into owners’ equity
3. Others
(IV) Profit distribution
1. Providing of surplus reserves
2. Common risk provision
3. Dividend to owners’(or
shareholders)
4. Others
(V) Internal settlement of
owners’ equity
1. Capital reserves transferred
to share capital
76
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
2. Surplus reserves transferred
to share capital
3. Making up losses by surplus
reserves
4. Others
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
(VII) Other
IV. Balance at the end of this 706,320,00 449,365,88 76,791,550 -1,210,114, 22,363,374
term 0.00 6.69 .17 062.41 .45
Last Period
Unit：RMB
Last Period
Paid-up
Less: Reasonabl Provision Total
Item capital(or Capital Surplus Retained
inventory e of general owners’
share reserves reserves profit
shares reserve risk equity
capital)
706,320,00 449,365,88 76,791,550 -1,198,107, 34,369,915
I. Balance at the end of last year
0.00 6.69 .17 521.80 .06
Add: Change of accounting
policy
Correcting of previous
errors
Other
II. Balance at the beginning of 706,320,00 449,365,88 76,791,550 -1,198,107, 34,369,915
current year 0.00 6.69 .17 521.80 .06
III. Changed in current -12,891,37 -12,891,37
term(Loss is listed with ―-‖) 7.63 7.63
-12,891,37 -12,891,37
(I) Net profit
7.63 7.63
(II) Other consolidated income
-12,891,37 -12,891,37
Subtotal of (I) and (II)
7.63 7.63
(III) Owners’ input and withdraw
77
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
of share capital
1. Capital input by owners
2. Share payment accounted
into owners’ equity
3. Others
(IV) Profit distribution
1. Providing of surplus reserves
2. Common risk provision
3. Dividend to owners’(or
shareholders)
4. Others
(V) Internal settlement of
owners’ equity
1. Capital reserves transferred
to share capital
2. Surplus reserves transferred
to share capital
3. Making up losses by surplus
reserves
4. Others
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
(VII) Other
IV. Balance at the end of this 706,320,00 449,365,88 76,791,550 -1,210,998, 21,478,537
term 0.00 6.69 .17 899.43 .43
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
III、Company General Information
（1）Company Background
The predecessor of ChengDe NanJiang Corporation, Ltd. (―the Company‖) was ChengDe DiXian Textile Corporation, Ltd
(―DiXian‖). According to the approval of YiGuBan(1999) No.36 issued by the People’s Government of HeBei Province, DiXian was
established in the People’s Republic of China (the ―PRC‖) and obtained the Corporate Business License from HeBei Administration
for Industry and Commerce (―CSRC‖). The initial registered capital of DiXian was RMB 100,000,000 (divided into 100,000,000
78
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
shares, one Yuan per share): ShuXian Wang contributed RMB 85,100,000, accounting for 85.1% of the total; HeBei province
ChengDe County North Industrial Company contributed RMB 7,564,400, accounting for 7.56% of the total; ZhengSong Wang
contributed RMB 5,444,400, accounting for 5.44% of the total; ChengDe LongFeng Cosmetic Co., Ltd. contributed RMB 945,600,
accounting for 0.95% of the total; Chengde County Board Town of Red Star plastic products factory contributed RMB 945,600,
accounting for 0.95% of the total.
According to the issue [2000] 121 by the China Securities Regulatory Commission on August 29, 2000, the company issued
100,000,000 foreign capital stocks listed in China (hereinafter referred to as the " B ―) on September 19, 2000 on Shenzhen stock
exchange; and excised the overallotment option to increase issuing 15,000,000 B shares from September 29 to October 29, 2000. The
registered capital of the company after the issuance of B shares was RMB 215,000,000, and was divided into 215,000,000 shares
with one Yuan of face value per share.
According to the resolution of the shareholder’s meeting on March 12, 2002, The Company allotted 43,000,000 bonus shares to all of
the shareholders according to the proportion of 2 free shares for every 10 shares, and meanwhile increased 107500000 shares to all of
the shareholding by transferring from capital reserve according to 5 shares free for every 10 shares. The registered capital of the
company was changed to RMB 365,500,000 after it allotted bonus shares and increased by transferring.
According to the resolution of the shareholder’s meeting on July 22, 2003, The Company allotted 73,100,000 bonus shares to all of
the shareholders according to the proportion of 2 free shares for every 10 shares, and the registered capital of the company was
changed to RMB 438,600,000 after such bonus shares were allotted.
On March 11, 2004, approved by the Ministry of Commerce of the People's Republic of China, the company was allowed to be
changed to Foreign-Funded Joint Stock Companies Limited.
On July, 2004, the company increased 150,000,000 B shares directionally, during which 91,300,000 shares were subscribed in HK$,
and another 58,700,000 shares were subscribed in RMB, upon check by China Securities Regulatory Commission with the issue
[2004] No.101.
According to the resolution of the shareholder’s meeting on June 8, 2006, The Company allotted 117,720,000 bonus shares to all of
the shareholders according to the proportion of 2 free shares for every 10 shares,
On August 4, 2008, according to the judgment ruled by Shenzhen Intermediate People's court, 112,324,800 sponsor shares held by
ShuXian Wang was compensated to Rong Chen for RMB 45,491,544 Yuan, and on August 15, 2008, 96,000,000 sponsor shares held
by ShuXian Wang was compensated to Rong Chen for RMB 38,880,000 Yuan according to the judgment ruled by Dalian
Intermediate People's court.
On November 11, 2009, according to ―reply to the approval of capital increase, and change of share as well as name of Chengde
DiXian Knitting Co., Ltd‖ with No.143 [2009] by Bureau of Commerce of Hebei Province, it agreed that the company increased
150,000,000 foreign shares listed in China in 2004 and allotted 2 bonus shares free for every 10 shares in 2006; and it agreed that
208324800 shares of DiXian stock held by ShuXian Wang. DiXian was changed to Rong Chen; as well as the name of the company
changed to Chengde DaLu Co., Ltd. The total share capital was 706,320,000 shares and the registered capital of the company was
RMB 706,320,000 Yuan after the company increased and allotted, which has been validated by ZhongLei CPA Co., Ltd, who
provided the capital verification report with [2010] No. 10009.
On 23 Aug 2011, the company renewed its Corporate Business License that was issued by HeBei Administration for Industry and
Commerce. The new registration number was 130000400001225. Both registered capital and paid-in capital are RMB 706,320,000.
The company type was a foreign joint stock limited company.
On 6 April 2012, an equity transfer agreement was signed between corporate shareholder Rong Chen and Dong Wang. According to
the agreement, Rong Chen transferred 208,324,800 shares, which occupied 29.49% of the total share capital, to Dong Wang. After
the transfer of equity, Shareholders proportion of capital contribution was: Dong Wang (RMB 208,324,800, accounted for 29.49%);
HeBei province ChengDe County North Industrial Company (RMB 18,517,651, accounted for 2.62%); ChengDe City LongFeng
Cosmetic company (RMB 2,314,829, accounted for 0.33%); Chengde County Board Town of Red Star plastic products factory
(RMB 2,314,829, accounted for 0.33%), shareholders of domestically listed foreign shares (RMB 461,520,000, accounted for
79
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
65.34%).
On 19 September 2012, with the authorization of HeBei Administration for Industry and Commerce, the company name was changed
from ChengDe DaLu Corporation, Ltd. to ChengDe NanJiang Corporation, Ltd.
(2)Nauture of Business：
The company major in real estate development and management; Subsidiaries engage in real estate development、international
trading and ecological agriculture planting and breeding.
(3)Business scope：
New energy、R&D of new material product、sales and technology promotion、technology service；R&D of modern agricultural
production、technology promotion service, wholesale of ecological agricultural products; International trading of products and
technology; project HuiJingTianDi (2013-12、2013-13) : the development and construction of common residence and supporting
commercial facilities based on two land、sales and operation; property management.
(4) Major products and labour service
Sales of real estate、plastic raw material trading and sales of products of ecological agriculture planting and breeding.
(5) Fundamental structure of the company
The highest authority is board minutes and the company adopts the managerial responsibility system. According to requirements
from the business, the company set up Securities Department, AdministrativeDepartment, Human Resource Department, Financial
Department, Auditing Department, Sales Department, Research and Development Department.
IV、Significant accounting policies, accounting estimates
1、Basis for preparation of financial statements
The financial statements of the company have been prepared based on going concern assumption and actual transactions and events
occurred. It is prepared in accordance with the requirements of ―Accounting Standards for Business Enterprises - Basic Standard‖
and 38 Specific Standard issued by the Ministry of Finance of 15 February 2006 (revised in 2010), and application guidance,
illustrations to the standards and related pronouncements.
2、Statement of Compliance
The accounts of the Company have been prepared in accordance with the Chinese Accounting System for Business Enterprises and
Chinese Accounting Standard for Business Enterprises.
3、Fiscal Year
The Company has adopted the calendar year as its accounting year, i.e. From 1 January to 31 December.
4、Bookkeeping Currency
The reporting currency of the Company is Renminbi (RMB).
80
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
5、Accounting treatments for a business combination involving enterprises under and not under common
control
（1）Business combination involving entities under common control
A business combination involving enterprises under common control is a business combination in which all of the combining
enterprises are ultimately controlled by the same party or parties both before and after the combination, and that control is not
transitory. For a business combination involving enterprises under common control, the party that, on the combination date, obtains
control of another enterprise participating in the combination is the absorbing party, while that other enterprise participating in the
combination is a party being absorbed. Combination date is the date on which the absorbing party effectively obtains control of the
party being absorbed. The assets and liabilities obtained are measured at the carrying amounts as recorded by the enterprise being
combined at the combination date. The difference between the carrying amount of the net assets obtained and the carrying amount of
consideration paid for the combination (or the total face value of shares issued) is adjusted to the capital premium (or share premium)
in the capital reserve. If the balance of the capital premium (or share premium) is insufficient, any excess is adjusted to retained
earnings. The cost of a combination incurred by the absorbing party includes any costs directly attributable to the combination shall
be recognized as an expense through profit or loss for the current period when incurred.
（2）Business combination involving entities not under common control
A business combination involving enterprises not under common control is a business combination in which all of the combining
enterprises are not ultimately controlled by the same party or parties both before and after the business combination. For a business
combination not involving enterprises under common control, the party that, on the acquisition date, obtains control of another
enterprise participating in the combination is the acquirer, while that other enterprise participating in the combination is the acquiree.
Acquisition date is the date on which the acquirer effectively obtains control of the acquiree. For a business combination not
involving enterprise under common control, the combination cost including the sum of fair value, at the acquisition date, of the assets
given, liabilities incurred or assumed, and equity securities issued by the acquirer. The intermediary expenses incurred by the
acquirer in respect of auditing, legal services, valuation and consultancy services etc and other associated administrative expenses
attributable to the business combination are recognized in profit or loss when they are incurred. The transaction cost arose from
issuing of equity securities or liability securities shall be initially recognized as equity securities or liability securities. The contingent
consideration related to the combination shall be booked as combination cost at the fair value at the acquisition date. If, within the 12
months after acquisition, additional information can prove the existence of related information at acquisition date and the contingent
consideration need to be adjusted, goodwill can be offset.
Combination cost of the acquirer’s interest and identifiable net assets of the acquirer acquired through the business combination shall
be measured by the fair value at the acquisition date. Where the cost of combination exceeds the acquirer’s interest in the fair value
of the acquiree’s identifiable net assets, the difference shall be recognized as goodwill. Where the cost of combination is less than the
acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference shall be accounted for according to the
following requirements: (i) the acquirer shall reassess the measurement of the fair values of the acquiree’s identifiable assets,
liabilities and contingent liabilities and measurement of the cost of combination; (ii) if after that reassessment, the cost of
combination is still less than the acquirer’s interest in the fair values of the acquiree’s identifiable net assets, the acquirer shall
recognize the remaining difference immediately in profit or loss for the current period. Where the temporary difference obtained by
the acquirer was not recognized due to inconformity with the conditions applied for recognition of deferred income tax, if, within the
81
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
12 months after acquisition, additional information can prove the existence of related information at acquisition date and the expected
economic benefits on the acquisition date arose from deductible temporary difference by the acquiree can be achieved, relevant
income tax assets can be recognized, and goodwill offset. If the goodwill is not sufficient, the difference shall be recognized as profit
of the current period. Apart from above, the differences shall be taken into profit or loss of the current period if the recognition of
deferred income tax assets is related to the combination.
For business combination involving entities not under common control achieved through multiple transactions (acquistion in stages),
the multiple agreements are assessed to determine whether they should be viewed as a whole with reference the conditions stipulated
by the Notice of the Ministry of Finance on the No. 5 Explanation of Enterprise Accounting Standards (Cai Kuai [2012] No. 19).
Where multiple agreements of an acquisition in stages are viewed as a whole, the accounting treatment for the multiple agreements
shall be performed in accordance with the previous paragraphs and, where multiple agreements of an acquistion in stages fail the
conditions of CaiKuai[2012] No. 19, the accounting treatments shall be perfomed as follow.
For the purpose of the separate financial statements, the cost of acquistion is measured as the sum of the carrying amount of
investment in the investee immediately prior to the acquistion and the consideration for the addition investment. Cumulative other
comprehensive income relevant to the investment recognised prior to the acquistion is reclassfied to profit or loss as investment
income at the time of acquistion. For the purpose of the consolidated financial statements, the investment in the investee prior to the
acquisition is remeasured by fair value, difference between the acquistion date fair value of the investment in the investee prior to the
acquisition and its carrying amount is recognised in profit or loss as investment income at the time of acquistion. Cumulative other
comprehensive income relevant to the investment recognised prior to the acquistion is reclassfied to profit or loss as investment
income at the time of acquistion.
6、Account treatment from disposal (subsidiary) in stages to lost control
（1）Recognition of multiple transactions
Where loss of control over a subsidiary results from multiple transactions (agreements), asssessment shall be made as to whether the
multiple agreements shall be viewed as a whole as a single transaction.
（2）Accounting treatment for multiple transactions
Multiple agreements giving rise to loss of control over a subsidiary is generally viewed as a whole as a single transaction if the terms,
conditions and economic implications of the multiple agreements satisfy one or more of the following conditions: 1) the agreements
are entered into simultaneously or taking into account the implication of each other; 2) the business objective cannot be achieved
without successful completion of all the agreements; 3) the occurrence of one agreement is dependent on the result of at least another
one agreement; and/or 4) any one single agreement is not recognized as economic and the agreements as a whole is economic. Where
multiple agreements do not satisfy the conditions of being viewed as a single transaction, each agreement shall be treated and
accounted for in accordance with the provisions of disposal of long-term equity investments not resulting loss of control or loss of
control due to disposal of shares or other events.
（3）Accounting treatment for single transactions
Where multiple agreements satisfy the conditions of being viewed as a single transaction, each agreement shall be treated and
accounted for as a transaction which results in loss of control; differences between the consideration for disposals prior to loss of
control and the net assets proportionate to the shares disposed prior to loss of control are recognized as other comprehensive income
in the consolidated financial statements and transferred to profit or loss at the time of loss of control.
82
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
7、Consolidated financial statements
（1）Preparation of consolidated financial statements
The financial statements are prepared on the basis of control, and the scope of the consolidated financial statements includes the
company and all of its subsidiaries.
If the accounting policy or the accounting period is different between the subsidiaries and the company, it is necessary to adjust the
financial statements of the subsidiaries according to the accounting policy or accounting period of the company at the preparation of
the consolidated financial statements.
For the subsidiaries acquired from the business combination not under the same control, it shall adjust the individual financial
statements based on its fair value of the identifiable net assets at the acquisition date; for the subsidiaries acquired from the business
combination under the same control, it shall be regarded as the reporting entity formed after combination and continues to exist
integrally from the control by the final controlling party comes into operation, and it shall adjust the beginning amount of the
consolidated balance sheet, as well as the related items of the comparative financial statements at the same time.
（2）Accounting treatment for the disclosure of equity of the same subsidiary that purchase and then sell
back in two consecutive fiscal year
8、Cash & Cash Equivalents
Cash and cash equivalents included in cash-flow statement are short-term(within three months of maturity since purchase date),
highly liquid investments that are readily convertible to known amounts of cash and subject to limited risk on changes in value.
9、Foreign Currency Translation
（1）Transaction in foreign currency
Transactions denominated in foreign currencies are translated into the reporting currency at the spot exchange rates prevailing on the
day when the transactions take place.
Monetary assets denominated in foreign currency at the balance sheet date are translated at the spot exchange rate, and the exchange
difference arising from the different spot exchange date at the balance sheet date and at the initial recognition or the previous balance
sheet date shall be recorded into finance expenses; the non-monetary items denominated in foreign currency stated at its historical
cost shall be translated at the spot exchange rate on the day when the transactions take place; and non-monetary item denominated in
foreign currency stated at its fair value shall be translated at the spot exchange date on the day when the fair value is determined, and
the difference between the amount in reporting currency after translation and the carrying amount in original reporting currency shall
be recorded into current profit and loss as income from changes in fair value, and the exchange difference related to non-monetary
items in foreign currency available for sale shall be recorded into capital reserves.
（2）Translation of financial statements denominated in foreign currencies
Translation of items in foreign currency at the balance sheet date: the assets and liabilities in the balance sheet shall be translated at
83
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
the spot exchange rate at the balance sheet, and the items of owner’s equity except ―undistributed profit‖ shall be translated at the
spot exchange rate on occurrence. The income and expense in the income statement shall be translated at the spot exchange date on
the day when the transactions take place.
When the consolidated financial statement is prepared, the converted difference in foreign currency statements shall be listed singly
as ―translation reserve‖ under the owner’s equity in the consolidated balance sheet.
10、Financial instruments
"Financial instruments" refers to the financial assets of the business and constitute the financial liability or equity instruments of
other business
（1）Classification of financial instruments
The financial assets and financial liabilities of the company are divided into five types at the initial recognition: Financial asset
measured by fair value and which change is recorded into current profit and loss, Held-to-maturity investment, accounts receivable,
financial assets available for sale and other financial liabilities.
（2）Recognition and Measurement of Financial Instruments
The financial assets or financial liabilities are stated at their fair value at initial recognition. For the financial assets and liabilities
measured at their fair values and of which the variation is recorded into the profits and losses of the current period, the transaction
expenses thereof shall be directly recorded into the profits and losses of the current period, and the related transaction expenses of
other kinds of financial assets or financial liabilities is recorded into its initial recognition amount.
①The financial assets and liabilities measured at their fair values and of which the variation is recorded into the profits and losses of
the current period
The financial assets or liabilities which are measured at their fair values and the variation of which is recorded into the profits and
losses of the current period, including transactional financial assets and liabilities and the financial assets and liabilities which are
measured at their fair values and of which the variation is included in the current profits and losses; the transactional financial assets
refers to the stock, bonds, fund and the derivative instruments not as effective hedging instrument or the assumed financial liabilities
to be repurchased in the near future; the financial assets and liabilities which are measured at their fair values and of which the
variation is included in the current profits and losses is mainly designated on the basis of risk management and strategic investment.
Subsequent measurement shall be carried through for these financial assets or financial liabilities at their fair value. All realized and
unrealized profit and loss of these financial assets or financial liabilities shall be recorded into current profit and loss except those as
effective hedging instruments.
② Held-to-maturity investment
"Held-to-maturity investment" refers to a non-derivative financial asset with the maturity date being fixed, the repayment being fixed
or confirmed and the company has a clear purpose or is capable to hold to maturity.
Effective interest method is adapted to measure held-to-maturity investment at the post-amortization cost during the holding period.
The gains and loss arising from the impairment, amortization or recognition termination of held-to-maturity investment shall be
recorded into current profit and loss. The balance between the price obtained and the carrying amount of the investment shall be
recorded into investment income when held-to-maturity investment is disposed.
③ Accounts receivable
―Accounts receivable‖ is the claims of the sale of goods or rendering of service, including accounts receivable, other receivables and
84
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
long-term receivables.
The accounts receivable shall be recognized initially at the price stipulated in the contract or agreement to be received from the
purchaser and it is measured at the post-amortization cost using the effective interest method. The balance between the price obtained
and the carrying amount of the accounts receivable shall be recorded into current profit and loss at recovery and disposal.
④ Financial assets available for sale
Financial assets available for sale refers to the non-derivative financial assets available for sale designated at initial recognition, and
the financial assets except those three kinds of financial assets above. Subsequent measurement shall be carried through for such kind
of financial assets at their fair value, and the discount and premium shall be amortized using effective interest method and recognized
as interest income. The change in the fair value of the financial assets available for sale shall be recognized as the independent part of
capital reserve when the said financial assets is stopped from recognition or is impaired with the exception of the impairment loss and
the exchange difference arising from the monetary financial assets in foreign currency which shall be recorded into current profit and
loss, and the accumulative gains or loss recorded into capital reserve before shall be transferred into current profit and loss. The
dividends or interest income related to the financial assets available for sale shall be recorded into current profit and loss.
⑤ Other financial liabilities
Other financial liabilities refer to the financial liabilities which isn’t designated to be measured by fair value and which change is
recorded in current profit and loss.
Other liabilities are measured at the post-amortization cost or cost. The gains or loss arising from the amortization and the
recognition termination of the other liabilities shall be recorded into current profit and loss.
（3）Recognition and measurement for transfer of financial assets
①Where the company has transferred nearly all of the risks and rewards related to the ownership of the financial asset to the
transferee; Or it does not transfer or retain nearly all of the risks and rewards related to the ownership of a financial asset but gives up
its control over the financial asset, it shall stop recognizing the financial asset.
②If the transfer of an entire financial asset satisfies the conditions for stopping recognition; the difference between the amounts of
the following two items shall be recorded in the profits and losses of the current period:
A. The book value of the transferred financial asset
B. The sum of consideration received from the transfer and the accumulative amount of the changes of the fair value originally
recorded in the owner's equities.
③If the transfer of partial financial asset satisfies the conditions to stop recognition, the entire book value of the transferred financial
asset shall, between the portion whose recognition has been stopped and the portion whose recognition has not been stopped, be
apportioned according to their respective relative fair value, and the difference between the amounts of the following two items shall
be included into the profits and losses of the current period:
A. The book value of the portion whose recognition has been stopped;
B. The sum of consideration of the portion whose recognition has been stopped, and the portion of the accumulative amount of the
changes in the fair value originally recorded in the owner's equities which is corresponding to the portion whose recognition has been
stopped
④ If the transfer of the financial asset doesn’t satisfy the condition to stop the recognition, it shall continue to recognize the financial
asset and shall recognize the consideration it receives as a financial liability.
⑤ If the company is continuously involved in the transferred financial asset, it shall recognize a financial asset according to the
extent of its continuous involvement in the transferred financial asset, and recognize a financial liability at the same time.
85
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（4）Recognition for termination of financial liabilities
Only when the prevailing obligations of a financial liability are relieved in all or in part may the recognition of the financial liability
be terminated in all or partly.
（5）Determination method for the fair value of financial assets and financial liabilities
①As for the financial assets or financial liabilities for which there is an active market, the quoted prices in the active market shall be
used to determine the fair values thereof.
②Where there is no active market for a financial instrument; the company shall adopt value appraisal techniques to determine its fair
value.
（6）Provision for impairment of financial assets (except accounts receivable)
The company shall carry out an inspection, on the balance sheet day, on the carrying amount of the financial assets (except accounts
receivable). Where there is any objective evidence proving that such financial asset has been impaired, an impairment provision shall
be made.
①Held-to-maturity investment
The loss on impairment shall be determined according to the balance of the carrying amount and the present value of the predicted
future cash flow. It is accounted for according to the measurement method for loss impairment of accounts receivable.
If there is any objective evidence proving that the value of the said financial asset has been restored, and it is objectively related to
the events that occur after such loss is recognized, the impairment loss as originally recognized shall be reversed and be recorded into
the profits and losses of the current period. However, the reversed carrying amount shall not be any more than the post-amortization
costs of the said financial asset on the day of reverse under the assumption that no provision is made for the impairment.
② Financial assets available for sale
If there is any objective evidence proving that the fair value of the financial assets available for sale drops significantly or not
contemporarily, it can recognize that such financial assets available for sale has been impaired, and shall recognize loss on
impairment. Where the financial asset available for sale is impaired, the accumulative losses arising from the decrease of the fair
value of the owner’s equity which was directly included shall be transferred out at the same time when the impairment loss is
recognized and recorded into the profits and losses of the current period. The said accumulative loss transferred out equals the
balance of the initial acquisition cost of the financial asset available for sale deducting the reversed principal, the amortized amount,
current fair value and the impairment loss that has been recorded into profit and loss originally.
As for the sellable debt instruments whose impairment losses have been recognized, if, within the accounting period thereafter, the
fair value has risen and are objectively related to the subsequent events that occur after the originally impairment losses were
recognized, the originally recognized impairment losses shall be reversed and be recorded into the profits and losses of the current
period. The impairment losses incurred to a sellable equity instrument investment shall not be reversed through profits and losses.
86
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（7） If the undue held-to-maturity investments classified as available-for-sale financial assets, explanation
for intention to hold or capacity changed
11、Receivables & Provision for Bad Debts
（1）Individually significant amounts of accounts receivable accrued bad debt provision
Recognition Criterion for individually
receivables with more than RMB 1 million
significant amounts
The Group should make the impairment test separately or in combination and accrue the
bad debt provisions which shall be recorded into current profit or loss at the end of the
The accruing method of the receivables
period. If there is defined evidence for the receivables not to or not likely to be received,
with individually significant amounts:
which shall be recognized as the loss of bad debt and write off the accrued bad debts
provisions after going through the approval procedure of the Group.
（2）Accounts receivable accrued bad debt provision by portfolio
Portfolio name Method for bad debt provision Basis for determining the portfolio
receivables with more than RMB 1 million, no evidence for the
accounting aging analysis receivables not to or not likely to be received; receivables with not
Aging of the receivables
method more than RMB 1 million accrue bad debt through accounting aging
analysis method.
In the portfolio, receivable that accrue bad debt through accounting aging analysis method
√ Applicable □ Not applicable
Aging Receivables accrue ratio (%) Other receivables accrue ratio (%)
Within 1 year 5% 5%
1-2 years 20% 20%
2-3 years 50% 50%
Over 3 years 100% 100%
In the portfolio，receivable that accrue bad debt through balance percentage method
□ Applicable √ Not applicable
In the portfolio，receivable that accrue bad debt through other method
□ Applicable √ Not applicable
（3）Individually insignificant amount accounts receivable but accrued bad debt provision
Where there are obvious evidences suggesting impairment: debtor has been log-out,
Reasons for accruing bad debt provision bankruptcy, minus net asset, significant poor cash flow and significant nature disaster
individually leads to discontinue production and the debtors could not pay for the debts within the
foreseeable time.
87
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
The Group should make the impairment test separately or in combination and accrue
the bad debt provisions which shall be recorded into current profit or loss at the end
Methods for accruing bad debt of the period. If there is defined evidence for the receivables not to or not likely to be
received, which shall be recognized as the loss of bad debt and write off the accrued
bad debts provisions after going through the approval procedure of the Group.
12、Inventories
（1）Classification
Inventory means the materials, Auxiliary Material, spare parts for repair, revolving materials, merchandise inventory,
work-in-process under production, finished goods, development cost and products to be developed etc. the development cost includes
the land cost, construction cost and other cost related to real estate development under construction; the product to be developed
refers to the land purchased and prepared to be developed into real estate development.
（2）Cost of inventories transferred out
Cost of inventories transferred out is calculated using the weighted average method. Development project is adopted specific
accounting method.
（3）Basis for determining the net realisable value of inventories and provision methods for decline in value
of inventories
Inventories are initially measured at cost. Cost of inventories comprises all costs of purchase, costs of conversion and other
expenditures incurred in bringing the inventories to their present location and condition. In addition to the purchasing cost of raw
materials, work in progress and finished goods include direct labour costs and an appropriate allocation of production overheads.
At the balance sheet date, inventories are carried at the lower of cost and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to completion and the
estimated expenses and related taxes necessary to make the sale. The net realisable value of materials held for use in the production is
measured based on the net realisable value of the finished goods in which they will be incorporated. The net realisable value of the
quantity of inventory held to satisfy sales or service contracts is measured based on the contract price. If the quantities held by the
Group are more than the quantities of inventories specified in sales contracts, the net realisable value of the excess portion of
inventories is measured based on general selling prices.
Any excess of the cost over the net realisable value of each category of inventories is recognised as a provision for diminution in the
value of inventories, and is recognised in profit and loss.
（4）Inventory system
The Group maintains a perpetual inventory system.
88
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（5）Amortisation methods for consumables including low-value consumables and packaging materials
Consumables including low-value consumables and packaging materials are amortised in full when received for use. The amounts of
the amortisations are included in the cost of the related assets or recognised in profit or loss for the current period.
13、Long-term equity investments
（1）Determination of Investment cost
For a business combination involving enterprises under common control, the initial investment cost of the long-term equity
investment shall be carrying value of the absorbing party’s share of the shareholder’s equity of the party being absorbed at the date of
combination. For a business combination not involving enterprise under common control, the combination cost including the sum of
fair value, at the acquisition date, of the assets given, liabilities incurred or assumed, and equity securities issued by the acquirer. The
intermediary expenses incurred by the acquirer in respect of auditing, legal services, valuation and consultancy services etc and other
associated administrative expenses attributable to the business combination are recognized in profit or loss when they are incurred.
The transaction cost for the equity securities or liability securities issued by the acquirer in the business combination shall be
recognized as initial amount of equity security or liability. The equity investments other than the long-term equity through
combination shall be initially measured by cost. The cost shall be recognized to the difference in the way of acquisition of long-term
equity investment. Theses ways include the cash purchase price the Companythe Company actually paid, the fair value of equity
security issued by the Companythe Company, value specified in the investment contract or agreement, the fair value or carrying
value of the asset out in the transaction of non-monetary asset exchanges, and the fair value of the long-term equity investment.
Expenses, taxes and other necessary expenditures directly attributable to the acquisition of long-term equity investment are taken into
investment cost.
（2）Subsequent Measurement
Cost method shall be adopted in a long-term equity investment where the investing enterprise does not have common control or
significant influence over the investee, the investment is not quoted in an active market and its fair value cannot be measured reliably.
Where an investing enterprise can exercise common control or significant influence over the investee, a long-term investment shall
be accounted for using the equity method. When an investing enterprise can no longer exercise joint control or common control nor
significant influence over the investee, and its fair value cannot be measured reliably, a long-term investment shall be counted as
financial asset ready-for trade. A long-term equity investment where cost method is adopted in the Company’s financial statements
can exercise controls over the investee.
1) Cost method of accounting for long-term equity investments
Under the cost method, a long-term equity investment is measured at initial investment cost. Except for cash dividends or profits
declared but not yet paid that are included in the price or consideration actually paid upon acquisition of the long-term equity
investment, investment income is recognized in the period in accordance with the attributable share of cash dividends or profit
distributions declared by the investee.
2) Equity method of accounting for long-term equity investments
Where the initial investment cost of a long-term equity investment exceeds the investing enterprise’s interest in the fair values of the
investee’s identifiable net assets at the time of acquisition, no adjustment shall be made to the initial investment cost. Where the
initial investment cost of a long-term equity investment is less than the investing enterprise’s interest in the fair values of investee’s
identifiable net assets at the time of acquisition, the difference shall be charged to profit or loss for the current period, and the cost of
the long-term equity investment shall adjusted accordingly. Under the equity method, the Company recognizes its share of the net
89
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
profit or loss of the investee for the period as investment income or loss for the period. The Group recognizes it share of the
investee’s net profit or loss based on the fair value of the investee’s individual separately indentible assets, etc at the acquisition date
after making appropriate adjustments to confirm with the Company’s accounting policies and accounting period. Unrealized profits
or losses resulting from the Company’s transactions with its associates and joint ventures are recognized as investment income or loss
to the extent that those attributable to the Company’s equity interest are eliminated. However, unrealized losses resulting from the
Company’s transactions with its investees on the transferred assets, in accordance with "Accounting Standards for Enterprises No. 8 -
Impairment of Assets", are not eliminated. Changes in owners’ equity of the investee other than net profit or loss are correspondingly
adjusted to the carrying amount of the long-term equity investment, and recognized as other compressive income which is included in
the capital reserve. When the investee is recognized net losses, reduce the carrying value of long-term equity investments and
long-term equity of net investment (in substance) in investee to zero. In addition, the Company has the obligations on additional
losses, then the expected obligation as estimated liabilities and included in the current investment losses. Where the net profit from
investee units, restoration confirm the amount of revenue sharing after offset the amount of unrecognized loss sharing. For long-term
equity investments in associates and joint ventures which had been held by the Company before its first time adoption of Accounting
Standards for Business Enterprises, where the initial investment cost of a long-term equity investment exceeds the Company’s
interest in the investee’s net assets at the time of acquisition, the excess is amortized and is recognized in profit or loss on a straight
line basis over the original remaining life.
3) Acquisition of minority interest
The difference between newly increased equity investment due to acquisition of minority interests and portion of net asset
cumulatively calculated from the acquisition date is adjusted as capital reserve. If the capital reserve is not sufficient to absorb the
difference, the excess are adjusted against returned earnings.
4) Disposal of long-term equity investment
Where the parent company disposes long-term investment in a subsidiary without a change in control, the difference in the net asset
between the amount of disposed long-term investment and the amount of the consideration paid or received is adjusted to the owner’s
equity. On disposal of a long-term equity investment, the difference between the proceeds actually received and receivable and the
carrying amount is recognized in profit or loss for the period. For along-term equity investment accounted for using the equity
method, the amount included in the owners’ equity attributable to the percentage interest disposed is transferred to profit or loss for
the period. For any retained interest, it shall be subsequently measured according to the related accounting policies in regard of
long-term equity investments or financial assets as described above if its carrying amount is recognized as long-term equity
investments or other related financial assets. Retroactive adjustment is made on the basis of relevant policies if the retained interests
are settled from cost method to equity method.
（3）Recognition of investee under common control or significant influence
Control is the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its operating
activities. Common control is the contractually agreed sharing of control over an economic activity, and exists only when the
strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control.
Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or
joint control over those policies. When determining whether an investing enterprise is able to exercise control or significant influence
over an investee, the effect of potential voting rights of the investee held be the investing enterprise or other parties that are currently
exercisable or convertible shall be considered.
（4）Impairment testing methods and recognition of impairment provision
The company assesses the long-term equity investment at the balance sheet date whether there is any indication of impairment. If any
90
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
indication exists that an asset may be impaired, the enterprise shall estimate its recoverable value of the asset. If the recoverable value
of the asset is less than its carrying amount, a provision for impairment loss of the asset is recognized accordingly. Once an
impairment loss is recognized, it shall not be reversed in a subsequent period.
14、Investment properties
Investment properties are properties held either to earn rental income or for capital appreciation or for both. Cost model: investment
properties-leasing properties adopt the identical depreciation accounting policy as fixed assets. Investment properties-leasing rights
of land usage adopt the identical amortization accounting policy as intangible assets. If potential impairment of investment property
exists, estimation of its net realisable value shall be made. Recognizing impairment loss where net realisable value below its book
value. Once an impairment loss is recognised, it is not reversed in a subsequent period.
Investment properties are depreciated (amortized) using the straight-line method to allocate the cost of the assets to their estimated
useful lives. For the investment properties being provided for impairment loss, the related depreciation (amortization) charge is
prospectively determined based upon the adjusted carrying amounts over their remaining useful lives. The estimated useful lives,
residual rates and annual depreciation (amortization) rates are as follows:
Items Useful Lives Residual Rates (%) Annual Depreciation Rates (%)
land usage rights 50 0%-10% 1.80%
House and Building 20-28 0%-10% 3.56%-4.50%
15、Fixed assets
（1）Recognition of fixed assets
Fixed assets are the tangible assets with service life of more than one year held for production of goods, rendering of service, lease or
operating management. Fixed assets shall be confirmed while following conditions can all be met:
①The economic interest related to the fixed assets will most likely flow into the company；
②The cost of the fixed assets can be measured reliably.。
（2）Recognition and measurement of finance lease
（3）Depreciation policy for different classifications of fixed assets
Fixed assets are depreciated using the straight-line method to allocate the cost of the assets to their estimated useful lives. For the
fixed assets being provided for impairment loss, the related depreciation charge is prospectively determined based upon the adjusted
carrying amounts over their remaining useful lives.
The estimated useful lives, residual rates and annual depreciation rates are as follows:
Items Useful Lives Residual Rates (%) Annual Depreciation Rates (%)
House and Building 20.00-28.00 5% 3.56-4.50
Machinery equipment 4.00-5.00 5% 18.00-22.04
91
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Electronic equipment 4.50-5.00 5% 18.00-22.04
Transportation equipment 5.00-20.00 5% 6.33-23.75
（4）Impairment testing methods and recognition of impairment provision for fix assets
The company assesses the fix assets at the balance sheet date whether there is any indication of impairment. If any indication exists
that an asset may be impaired, the enterprise shall estimate its recoverable value of the asset. If the recoverable value of the asset is
less than its carrying amount, a provision for impairment loss of the asset is recognized accordingly. Once an impairment loss is
recognized, it shall not be reversed in a subsequent period.
（5）Other Notes
16、Construction in Progress
（1）Type of construction in progress
Construction in progress is classified by projects.
（2）The standard and time point for construction in progress transferred to fixed assets
For construction in progress, the Company shall make all the expenditures for this asset to reach usable condition as the account
value of the fixed assets. For the fixed assets reaching usable condition but not preparing the final account for completion, the
Company shall, since the date of reaching usable condition, transfer the estimated value into fixed assets according to project budget
and cost or actual cost of the project and appropriate the provision for depreciation according to the Company's policy for
depreciation of fixed assets; after the procedure for final account for completion has been ended, the Company shall adjust the
original temporarily estimated value as per actual cost, but not adjust the original appropriated provision for depreciation.
（3）Impairment testing methods and recognition of impairment provision for construction in progress
The company assesses the construction in progress at the balance sheet date whether there is any indication of impairment. If any
indication exists that an asset may be impaired, the enterprise shall estimate its recoverable value of the asset. If the recoverable value
of the asset is less than its carrying amount, a provision for impairment loss of the asset is recognized accordingly. Once an
impairment loss is recognized, it shall not be reversed in a subsequent period.
17、Borrowing Cost
（1）Recognition principles on capitalisation of borrowing cost
The Group should capitalizes the borrowing cost directly attributable to the acquisition, construction or production of a qualifying
asset and record borrowing cost into cost of related asset. The Group should recognize the other borrowing cost as the current
expense and charged it as profit and loss of current period. A qualifying asset refers to fixed asset, investment property and inventory
need be constructed for so long time to its intended use or sale.
92
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（2）Duration of capitalisation of borrowing cost
When expenditures and borrowing cost are being incurred, and activities that are necessary to put the asset available for use or sale
are in progress, the capitalisation of borrowing costs as part of the cost of a qualifying asset should commence.
（3）Suspension of duration of capitalisation
（4）Measurement of borrowing cost
As for specifically borrowed loans for the acquisition and construction or production of assets eligible for capitalization, the
to-be-capitalized amount of interests shall be determined as the difference of the actual cost incurred of the specially borrowed loan
at the present period minus the income of interests earned on the unused borrowing loans as a deposit in the bank or as a temporary
investment. Where a general borrowing is used for the acquisition and construction or production of assets eligible for capitalization,
the Group shall calculate and determine the to-be-capitalized amount of interests on the general borrowing by multiplying the
weighted average asset disbursement of the part of the accumulative asset disbursements minus the general borrowing by the
capitalization rate of the general borrowing used. The capitalization rate shall be calculated and determined at the weighted average
interest rate of the general borrowing.
18、Biological Assets
The biological assets in the company are consumptive biological assets and productive biological assets. Consumptive biological
assets include baby breeding and fat breeding. Productive biological assets are hens.
Biological assets are recognized only when the following criterions are met simultaneously:
(1) The company acquired the biological assets because of past transactions or events.
(2) The potential economic benefits generated by the biological assets may flow into the company
(3) The cost of biological assets can be calculated reliably
The purchase and disposal of biological assets: the costs of biological assets after the transfer of purpose are same as the book value
before the transfer of purpose; When biological assets are sold, destroyed or have inventory loss, the differences between the
proceeds of disposal and the book value plus relevant taxes are included in the profit and loss of the current period.
The initial cost of biological assets includes purchase price, transportation cost, insurance cost, and other cost directly attributed to
purchasing the assets. The initial cost of self-breeding productive biological assets (before the expected condition for use) includes
breeding cost, wages and other indirect costs. Before the expected condition for use, cost of biological assets, including breeding and
protection, are recorded in profits and losses of the current period.
Biological assets are depreciated using the straight-line method to allocate the cost of the assets to their estimated useful lives. For the
biological assets being provided for impairment loss, the related depreciation charge is prospectively determined based upon the
adjusted carrying amounts over their remaining useful lives. The estimated useful lives, residual rates and annual depreciation rates
are as follows:
Items Useful Lives Residual Rates (%) Annual Depreciation Rates (%)
Chicken and Eggs 1 5% 95%
At the balance sheet date, if potential impairment of biological assets exists, estimation of its net realisable value shall be made.
Recognizing impairment loss where net realisable value below its book value. Once an impairment loss is recognised, it is not
93
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
reversed in a subsequent period. When biological assets are sold, destroyed or have inventory loss, the difference between the
revenue from disposal and its book value plus relevant taxation are recorded into profits and losses of the current period.
19、Intangible Assets
（1）Valuation method for intangible assets
① Initial measurement of intangible assets
The Company accounts its intangible assets at their real acquisition cost.
Where the payment of purchase price for intangible assets is delayed beyond the normal credit conditions, which is of financing
intention, the cost of intangible assets shall be determined on the basis of the current value of the purchase price.
The book value of the intangible assets acquired as debt assets through the recombination of liabilities shall be accounted on basis of
the fair value of the intangible assets；Under the conditions that the exchange of non-monetary assets is characterized with business
essence, and the fair value of the assets received or surrendered can be accounted in a reliable way, the book value of assets received
is defined on basis of the fair value of assets surrendered, except there are conclusive evidences for the stronger reliability of the fair
value of assets received. For the exchange of those non-monetary assets not meeting the above premises, the book value of assets
surrendered and related taxes should be accounted as cost of assets received and the profits and losses shouldn’t be concluded.
② Subsequent measurement of intangible assets
For the intangible assets with limited service life, the economic benefits should be amortized with
Straight-line method; and the company won’t adopt amortization upon the intangible assets with indefinite service life. At the end of
report period, the Company should recheck the service life and amortization method of the intangible assets and carry through
necessary adjustment.
（2）Estimate of service life for the intangible assets with limited life
As for the intangible assets with limited life, its service life shall be estimated at the year-end
The amortization policy for intangible assets remains unchanged in the current fiscal year.
Item Amortisation periods Basis
Patent, brand, software and Less than the period stated at contracts or included in other legal rights
5 year
technology
Land use rights 50 year Less than the period stated at contracts or included in other legal rights
（3）The judgment basis of the intangible assets with indefinite life
As for the intangible assets with unlimited life, its service life shall be estimated at the year-end
After examination, that no intangible assets are considered as indefinite life.
94
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（4）Impairment testing methods and recognition of impairment provision for intangible assets
The company assesses the intangible assets at the balance sheet date whether there is any indication of impairment. If any indication
exists that an asset may be impaired, the enterprise shall estimate its recoverable value of the asset. If the recoverable value of the
asset is less than its carrying amount, a provision for impairment loss of the asset is recognized accordingly. Once an impairment loss
is recognized, it shall not be reversed in a subsequent period.
（5）Criterion for distinguishing cost in research phase and development phase
Research cost refers to cost arising from inventive activities aimed at obtaining new knowledge. Research cost is recorded to profit or
loss when it is incurred. Development cost refers to cost arising from activities that result in research phase or other knowledge in a
certain plan or design, to produce new or substantially improved material, equipment, and products etc. before commercial
production or application.
（6）Measurement for the cost of R&D (Research and development)
The cost of R&D in the research stage is recorded into current period of profit and loss when it occur.
An intangible asset arising from the development phase of an internal project shall be recognised if, and only if, the company can
demonstrate all of the following:
(a) The technical feasibility of completing the intangible asset so that it will be available for use or sale
(b) Its intention to complete the intangible asset and use or sell it
(c) How the intangible asset will generate probable future economic benefits. among other things, the entity can demonstrate the
existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness
of the intangible asset
(d) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible
asset
(e) Its ability to measure reliably the expenditure attributable to the intangible asset during its development.
20、Long Term Deferred Expenses Cost and Amortization Method
For limited benefit periods, long-term deferred expenses are amortised on a straight-line method within the benefit period; for
unlimited benefit periods, Long-term deferred expenses are amortised on a straight-line method over five years.
21、Projected liabilities
（1）Recognition of contingent liabilities
The obligation pertinent to a contingency shall be recognized as an estimated debt when the following conditions are satisfied
simultaneously:
(a) The obligation is a current obligation of the Group;
(b) It is likely to cause any economic benefit to flow out of the Group as a result of performance of the obligation; and
95
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
(c) The amount of the obligation can be measured reliably.
（2）Measurement for projected liabilities
The estimated debts shall be initially measured in accordance with the best estimate of the necessary expenses for the performance of
the current obligation, and the Group shall take into full consideration of the risks, uncertainty, time value of money, and other factors
pertinent to the contingencies. If the time value of money is of great significance, the best estimate amounts shall be determined after
discounting the relevant future outflow of cash. The Group shall check the book value of the estimated debts on the balance sheet
date. If there is any exact evidence indicating that the book value cannot really reflect the current best estimate amounts, the Group
shall adjust the book value in accordance with the current best estimate amounts.
22、Share-based payment and equity instruments
（1）Classification
A share-based payment is a transaction in which the entity receives or acquires goods or services either as consideration for its equity
instruments or by incurring liabilities for amounts based on the price of the entity's shares or other equity instruments of the entity.
The accounting requirements for the share-based payment depend on how the transaction will be settled, that is, by the issuance of
equity or cash.
（2）Recognition criterion for fair value of equity instruments
In principle, transactions in which goods or services are received as consideration for equity instruments of the entity should be
measured at the fair value of the goods or services received. Only if the fair value of the goods or services cannot be measured
reliably would the fair value of the equity instruments granted be used.
The fair value of equity instruments granted to be based on market prices, if available, and to take into account the terms and
conditions upon which those equity instruments were granted. In the absence of market prices, fair value is estimated using a
valuation technique to estimate what the price of those equity instruments would have been on the measurement date in an arm's
length transaction between knowledgeable, willing parties. The standard does not specify which particular model should be used.
（3）Basis for Exercisable equity instruments
Company estimated the best estimating amount of exercisable equity instruments according to the new data for the changes in the
number of employee that acquire exercisable rights.
96
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（4）Acccounting treatment for exercise, amend and terminate share-based payment schedule
23、Share Repurchase
24、Revenue
（1）Recognition for sale of goods
Revenue from the sale of goods is recognized when significant risks and rewards of ownership of the goods are transferred to the
buyer, the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective
control over the goods sold, and it is probable that the economic benefit associated with the transaction will flow to the Company and
the relevant revenue and costs can be measured reliably.
（2）Recognition criterions for transfer of asset use right income
it is probable that the economic benefit associated with the transaction will flow to the Company and the relevant revenue and costs
can be measured reliably.
（3）Recognition criterions for labour income
(a) Labour income can be calculated reliably
(b) Inflow of relevant economic benefits to the Group may occur
(c) The progress of completion for the transaction can be identified reliably
(d) The cost has been occurred and will be occurred in the future during the transaction can be calculated reliably
（4）When it comes to percentage completion method to confirm labor and construction contracts revenure,
the policy for determining the stage for completion
25、Government grants
（1）Claasification
Government subsidy means that the Company shall get monetary assets or non-monetary assets from the government without
consideration, but the government subsidy shall not include the capital invested by the government as an enterprise owner. It is
divided into the one related to assets and the one related to income.
（2）Accounting method
(a) Confirmation and measurement of government subsidy
The government subsidy meeting attached conditions and actually received by the Company, shall be confirmed as government
subsidy. If the government subsidy is a monetary asset, it shall be measured as per the amount received or to be received; if the
government subsidy is a non-monetary asset, it shall be measured as per fair value; and if the fair value cannot be obtained reliably,
measured as per nominal amount.
97
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
(b) Accounting for government subsidy
The government subsidy related to assets shall be confirmed as deferred income, and allocated averagely during the service life of the
related assets and attributed into the profit and loss of current period. But the government subsidy measured in nominal amount shall
be directly attributed to profit or loss of current
26、Deferred tax assets and liabilities
（1）Recognition of deferred tax assets
Deferred tax assets arise from deductible and taxable temporary differences respectively, being the differences between the carrying
amounts of assets and liabilities for financial reporting purposes and their tax bases, which include the deductible losses and tax
credits carrying forward to subsequent periods. Deferred tax assets are recognized to the extent that it is probable that future taxable
profits will be available against which deductible temporary differences can be utilised.
（2）Recognition of deferred tax liabilities
Deferred tax liabilities arise from deductible and taxable temporary differences respectively, being the differences between the
carrying amounts of assets and liabilities for financial reporting purposes and their tax bases, which include the deductible losses and
tax credits carrying forward to subsequent periods, but not incude the temporary differences created by goodwill, non-business
combination transaction and the transaction is not influence accounting profit and corporate tax.
27、Operating and finance leases
（1）Accounting treatment for operating leases
(1) Operating lease charges
Rental payments under operating leases are recognised as part of the cost of another related asset or as expenses on a straight-line
basis over the lease term.
(2) Assets leased out under operating leases
Income derived from operating leases is recognised in the income statement using the straight-line method over the lease term. If
initial direct costs incurred in respect of the assets leased out are material, the costs are initially capitalised and subsequently
amortised in profit or loss over the lease term on the same basis as the lease income. Otherwise, the costs are charged to profit or loss
immediately.
（2）Accounting treatment for finance leases
When the Group acquires an asset under a finance lease, the asset is measured at an amount equal to the lower of its fair values and
the present value of the minimum lease payments, each determined at the inception of the lease. At the commencement of the lease
term, the minimum lease payments are recorded as long-term payables. The difference between the value of the leased assets and the
minimum lease payments is recognised as unrecognised finance charges. Initial direct costs that are attributable to a finance lease
incurred by the Group are added to the amounts recognised for the leased asset.
If there is reasonable certainty that the Group will obtain ownership of a leased asset at the end of the lease term, the leased asset is
depreciated over its estimated useful life. Otherwise, the leased asset is depreciated over the shorter of the lease term and its
98
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
estimated useful life. Unrecognized finance charge under finance lease is amortised using an effective interest method over the lease
term. At the balance sheet date, long-term payables arising from finance leases, net of the unrecognised finance charges, are
presented as long-term payables or non-current liabilities due within one year, respectively in the balance sheet.
（3）Accounting treatment for sales and lease-back
28、Assets held for sale
（1）Recognition of assets held for sale
（2）Accounting treatment for assets held for sale
29、Changes of significant accounting policies, accounting estimates
Changes of significant accounting policies, accounting estimates in this period
□ Yes √ No
significant accounting policies, accounting estimates remain unchanged in this period.
（1）Changes of significant accounting policies
Changes of significant accounting policies in this period
□ Yes √ No
significant accounting policies remain unchanged in this period.
（2）Changes of significant accounting estimates
Changes of significant accounting estimates in this period
□ Yes √ No
significant accounting estimates remain unchanged in this period.
30、Prior period error correction
Any prior period error correction discovered in this period
□ Yes √ No
No prior period error correction discovered in this period
（1）Retrospective Restatement
Any prior period error correction discovered through retrospective restatement in this period
□ Yes √ No
No prior period error correction discovered through retrospective restatement in this period
99
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（2）Prospective Application
Any prior period error correction discovered through prospective application in this period
□ Yes √ No
No prior period error correction discovered through prospective application in this period
31、Other significant accounting policy、accounting estimates and financial statements preparation policy
V、Taxation
1、Major category of taxes and tax rates
Tax Category Tax Basis Tax rate
Value added tax Sell goods and provide labor service 17%
Bussiness tax Housing prepayment; taxable income 5%
City maintenance and construction tax Transfer tax payable 5%
Corporate income tax Taxable income 25%
Land value-added tax Land VAT or pre-requisitioned Super rate progressive rate
Education surcharge Transfer tax payable 3%
Local education surcharge Transfer tax payable 2%
Rental income or original value of real
Housing property tax 12% or 1.2%
estate
Applicable for all subsidiaries and branches.
2、Tax relief and official approval document
According to ChengXianGuoShui[2013]No.004, corporate tax relief and exemption are granted to ChengDe NanJiang Ecological
Agriculture Co., Ltd. because of its agricultural activities.
3、Other notes
VI、Business combination and consolidated financial statements
1、Subsidiaries
（1）Subsidiaries acquired not through business combinations
Unit： RMB ten thousand
Subsidia Subsidia Place of Busines Register Actual Balance Shareho Voting Join the Minorit Minorit The
Busines
ry ry Registra s ed investm of other lding Rights Consoli y y amount
s Scope
Compan Compan tion Charact Capital ent at projects Ratio Ratio dated interest interest the
100
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
y Name y Type eristics the year which (%) Financia used to parent’s
end forms l written equity
net Stateme off used to
investm nts or profit written
ent on not and loss off loss
subsidia from
ries subsidia
ries
suffered
by
minority
exceed
minority
interest
deserve
in the
subsidia
ries’s
equity at
the year
begin
Investm
ent of
new
energy,
new
material
, mining
industry,
ChengD
modern
e ChengD
A agricult
e
NanJian wholly ure
County, Investm 9,000 9,000
owned project, Yes
g --- 100% 100%
HeBei
subsidia ent CNY Real CNY
Investm Provinc
ry Estate,
ent Co., e
construc
Ltd.*1 tion
project;
investm
ent
manage
ment,
investm
ent
101
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
consulta
ncy,
trade of
import
and
export
Producti
on of
coarse
ChengD cereals
e and
ChengD Ecologi
NanJian A
e cal edible
g wholly Agricult
County, ure 1,000 fungus; 1,000 Yes
Ecologi owned Planting --- 100% 100%
HeBei Planting
cal subsidia and CNY CNY
Provinc Breedin of fruit、
Agricult ry
e g vegetabl
ure Co.,
e and
Ltd. *2
Chinese
medical
herbs
Producti
on and
marketi
ng of
ChengD
ChengD high-gra
e e de
Holding
XingYe County, Paper 25,000 coated 7,500
subsidia Producti Yes
paper --- 100% 100%
HeBei on
Paper ry USD USD
Provinc and
Co., kraft
e
Ltd. *3 liner
board
paper
series
NanJian A Internati
g Asia wholly HongKo onal
owned 2,000 investm Yes
Investm ng, Trading 0.00 --- 100% 100%
subsidia China USD ent and
ent Co.,
ry trading
Ltd.*4
Holding ChengD Energy Researc 4,978,7
Researc Yes
Chengd subsidia 5,000 h, 5,000 --- 90% 90%
e h and 52.68
102
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
ry County, Develop develop
e ment CNY USD
HeBei ment,
Morsh sales,
Provinc
Technol e technica
l
ogy
marketi
Co.,
ng and
Ltd.*5 technica
l
services
of
graphe
me and
its
applicati
on
material
s, power
batteries
and
battery
material
s, high
perform
ance
membra
ne
material
s,
nano-m
aterials
Chengd
ChengD
e e Property
Holding Property
HuiJing County, manage 50 manage 50
subsidia Yes
ment ment --- 100% 100%
HeBei
property ry service CNY CNY
Provinc service
Co.,
e
Ltd.*6
*1 On October 9 2012, ChengDe NanJiang Investment Co., Ltd. was established and invested by Chengde Rongyida Real Estate
Development Co., Ltd. The registered capital was RMB 50,000,000.00 and RongYiDa accounted for 100% of NanJiang Investment’s
equity. On December 21 2012, RongYiDa transfer 100% of NanJiang Investment’s equity to the company at the price of RMB
50,000,000.00. After the transfer, the company held 100% of NanJiang Investment’s equity. On January 6 2013, NanJiang increase
share capital of NanJiang Investment by RMB 40,000,000.00. After the increment, the registered capital of NanJiang Investment
reach RMB 90,000,000.00.
103
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
*2 On October 24 2012, ChengDe NanJiang Ecological Agriculture Co., Ltd. established and invested by ChengDe NanJiang
Investment Co., Ltd. The registered capital was RMB 5,000,000.00 and NanJiang Investment held 100% of Ecological Agriculture’s
equity. On April 18 2013, NanJiang Investment increase share capital of NanJiang Ecological Agriculture by RMB 5,000,000.00.
After the increment, the registered capital of NanJiang Ecological Agriculture reach RMB 10,000,000.00.
*3 On October 26 2001, Chengde XingYe Paper Limited company was established by the company together with (Hong Kong)
Zhanxi International Group Co., Ltd. the registered capital of Chengde XingYe Paper Limited company was 250 million U.S. dollars，
the paid-in capital was $100,000,000.00, Shareholders' contribution accounted for 40% of the registered capital, and in which the
company invested 75,000,000.00 dollar ( accounting for 75%), (Hong Kong)Zhanxi invested 25,000,000.00 dollar ( proportion
25%).On October 28, 2002, according to the regulation of ― reply to investment increase of joint ventures of Chengde XingYe Paper
Limited company‖ approved by the people's Republic of China Ministry of foreign trade and Economic Cooperation ( the former of
the Ministry of Commerce ) with the issuance of No.[2001]969, the registered capital was increased to $ 250 million from $ 10,000
million, The new registered capital had been paid by the two sides in accordance with the contract, articles of agreement within three
years from the date of the business license renewal. The registered capital of Chengde XingYe Paper Limited Company was not paid
fully within the prescribed period. Chengde XingYe Paper Limited company had been shut down completely suffered from
December 2006 serious loss since the original largest shareholder Wang Shuxian and senior executives involved in smuggling effect,
On December 8, 2008, Hebei province Chengde City Intermediate People's Court issued the No (2008)13 Chengde Civil Award and
confirmed the bankruptcy liquidation of the application of Chengde XingYe Paper Limited company. On March 11, 2009, Hebei
province Chengde City Intermediate People's Court approved the settlement request of Chengde XingYe Paper Limited Company
according to the Civil Award with No. (2008)13. On May 10, 2009, Hebei province Chengde City Intermediate People's Court
confirmed the settlement agreement reached on May 8, 2009 between Chengde XingYe Paper Limited Company and the creditors
and terminated the reconciliation procedure. On April 23, 2009, the Hebei Provincial Higher People's Court issued No.(2009) 44
Hebei ‖criminal Award‖ and confirmed that Chengde XingYe Paper Limited company was a false foreign investment enterprise
which was registered in the name of the Hong Kong ZhanXi by the company's original shareholders of Wang Shuxian. In October
2012, the company received civil conciliation No.[2011]76 from ChengDe Intermediate People's court. The civil conciliation
confirmed the dispute settlement between the company and ShuXian Wang: ShuXian Wang was responsible for coordinating
minority of ChengDe XingYe Paper Co., Ltd to abandon their equity, assisting the company to complete the liquidation and
cancellation of XingYe. After the above works were done, the company agreed to transfer 20% equity of Suning Banhe Chemical
Fiber Facsimile Fabric Co., Ltd, land of industrial park (34.03 acre), factory (25596.87 square meter) and land of No.131 (44.4 acre)
to ShuXian Wang.
*4 On November 14, 2013, NanJiang Asia Investment Co., Ltd. (―NanJiang Asia‖) was invested by NanJiang, with the register
capital of USD 20 million. Paid-in share capital is USD 0.00 and the register place is Hong Kong.
*5 On January 24, 2013, Chengde Morsh Technology Co., Ltd. (―Morsh Technology‖) was invested by NanJiang and Morsh
(NingBo) Technology Co., Ltd, with the register capital of RMB 50,000,000.00: NanJiang contribute RMB 45,000,000.00,
accounting for 90% of the total share capital; Morsh (NingBo) Technology contribute RMB 5,000,000.00, accounting for 10% of the
total share capital.
*6 On November 18, 2013, Chengde HuiJing property Co., Ltd (―HuiJing Property‖) was invested by NanJiang Investment, with the
register capital of RMB 500,000.00. NanJiang Investment contributes RMB 500,000.00, accounting for 100% of share capital.
104
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（2）Subsidiaries acquired by business combination under common control
Unit： RMB
Subsidia Subsidia Place of Busines Register Busines Actual Balance Shareho Voting Join the Minorit Minorit The
ry ry Registra s ed s Scope investm of other lding Rights Consoli y y amount
Compan Compan tion Charact Capital ent at projects Ratio Ratio dated interest interest the
y Name y Type eristics the year which (%) Financia used to parent’s
end forms l written equity
net Stateme off used to
investm nts or profit written
ent on not and loss off loss
subsidia from
ries subsidia
ries
suffered
by
minority
exceed
minority
interest
deserve
in the
subsidia
ries’s
equity at
the year
begin
Real
Estate
Chengd Develop
ment；
e
textile,
Rongyid ChengD
A clothes
e Real
a Real wholly 10,000, manufac
County, Estate 1.00
owned ture, Yes
Estate 000.00 --- 100% 100%
HeBei
subsidia Develop import CNY
Develop Provinc CNY
ry &
ment
ment e
export
Co., of
clothes,
Ltd.
leasing
service
On February 20 2009, Chengde Rongyida Real Estate Development Co., Ltd was established with registered capital of RMB
10,000,000.00 (Fei Wang contributed RMB 9,000,000.00, accounted for 90% of the total equity; LiPing Chen contributed RMB
105
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
1,000,000.00, accounted for 10% of the total equity). On July 27 2009, Fei Wang and LiPing Chen transfer 90% and 10% of
RongYiDa’s equity to former largest shareholder Rong Chen at the price of RMB 9,000,000.00 and RMB 1,000,000.00 respectively.
At the same day, Rong Chen transfer 100% of RongYiDa’s equity to the company at the price of RMB 1.00. After the transfer, the
company held 100% of RongYiDa’s equity.
（3）Subsidiaries acquired by business combination not under common control
Unit： RMB ten thousand
Subsidia Subsidia Place of Busines Register Busines Actual Balance Shareho Voting Join the Minorit Minorit The
ry ry Registra s ed s Scope investm of other lding Rights Consoli y y amount
Compan Compan tion Charact Capital ent at projects Ratio Ratio dated interest interest the
y Name y Type eristics the year which (%) Financia used to parent’s
end forms l written equity
net Stateme off used to
investm nts or profit written
ent on not and loss off loss
subsidia from
ries subsidia
ries
suffered
by
minority
exceed
minority
interest
deserve
in the
subsidia
ries’s
equity at
the year
begin
Runhua
Rural
Internati
Water onal
Holding Internati 3,000.0
(Tianjin trading 900.00 22,324,
subsidia TianJing Yes
onal 0 of --- 30% 53.43%
043.17
) ry CNY
trading CNY plastic
Internati material
onal
Trade
106
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Co.,
Ltd.
Runhua Rural Water (Tianjin) International Trade Co., Ltd. (―RunHua‖) is a limited liability company registered through TianJing
BinHai New District Administration for Industry and Commerce (Runhua’s business license is 120192000028688). The initial
registered capital is RMB 30 million, including: Runhua Rural Water developing Co., Ltd contribute 4 million, accounting for 13.34%
of the total registered capital, BaoSheng Yang contribute 1 million, accounting for 3.33% of the total registered capital, QianYing
Wang contribute 2 million, accounting for 6.67% of the total registered capital, PeiWen Ren contribute 2.01 million, accounting for
6.70% of the total registered capital, XiaoFan Zhang contribute 1 million, accounting for 3.33% of the total registered capital,
ChunHong Lan contribute 9.03 million, accounting for 30.10% of the total registered capital, QinHua Zhao contribute 7 million,
accounting for 23.33% of the total registered capital, ZhengHong Jia contribute 3 million, accounting for 10.00% of the total
registered capital, Kai Li contribute 0.96 million, accounting for 3.20% of the total registered capital.
On June 25 2013, according to the equity’s transfer agreement, ChunHong Lan and QinHua Zhao transfer 6.67% and 23.33% of
share capital respectively to NanJiang. After the transfer, Nanjiang contribute 9 million, accounting for 30% of the total share capital.
After the transfer, the capital ratio is: Runhua Rural Water developing Co., Ltd contribute 4 million, accounting for 13.34% of the
total registered capital, BaoSheng Yang contribute 1 million, accounting for 3.33% of the total registered capital, QianYing Wang
contribute 2 million, accounting for 6.67% of the total registered capital, PeiWen Ren contribute 2.01 million, accounting for 6.70%
of the total registered capital, XiaoFan Zhang contribute 1 million, accounting for 3.33% of the total registered capital, ChunHong
Lan contribute 7.03 million, accounting for 23.43% of the total registered capital, ZhengHong Jia contribute 3 million, accounting for
10.00% of the total registered capital, Kai Li contribute 0.96 million, accounting for 3.20% of the total registered capital, Nanjiang
contribute 9 million, accounting for 30% of the total share capital.
2、Special purposes entity or operation entity where controlling right is formed under entrusted operation
or leasing
Not Applicable.
3、Explanation for changes in consolidation scope
Explanation for changes in consolidation scope
New subsidiaries that are in consolidation scope during the reporting period are listed below:
Subsidiary Company Name Explanation for changes Net Asset at the year Net profit in this
end period
Runhua Rural Water (Tianjin) share acquisition 3,189.15 735.61
International Trade Co., Ltd.
Chengde Morsh Technology Co., Ltd. new incorporation 4,978.75 -21.25
Chengde HuiJing property Co., Ltd. new incorporation 49.81 -0.19
NanJiang Asia Investment Co., Ltd new incorporation 0.00 0.00
Total 8,217.71 714.17
107
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
On August 28, 2008, Runhua Rural Water (Tianjin) International Trade Co., Ltd. (―RunHua‖) (limited liability) registered
through TianJing BinHai New District Administration for Industry and Commerce. On June, 2013, NanJiang acquired 30% of
RunHua’s share capital. Therefore, RunHua’s Income statement and cash flow between 2013-6-25 and 2013-12-31 are in
consolidation scope.
√ Applicable □ Not applicable
Compare to last year, four new subsidiaries are in consolidation scope, reasons are
Compare to last year, zero subsidiaries are out of in consolidation scope, reasons are
4、New subsidiaries in the consolidation scope and subsidiaries out of consolidation scope during the
reporting period.
New subsidiaries in the consolidation scope
Unit： RMB ten thound
Company Name Net asset at the year-end Net profit in this period
RunHua Water 3,189.15 735.61
Morsh Technology 4,978.75 -21.25
HuiJing property 49.81 -0.19
NanJiangAsia 0.00 0.00
Subsidiaries out of consolidation scope
Not applicable
5、Subsidiaries acquired by business combination under common control
Unit： RMB
Not applicable
6、Subsidiaries acquired by business combination not under common control
Unit： RMB
Company Name Goodwill Accounting treatment for goodwill
RunHua Water 1,809,762.89
On June 25, 2013, through business combination not under the common control, NanJiang acquired 30% of RunHua’s equity
and control the company. The consideration of the acquisition is based on the market price of identifiable assets and liabilities
(Walker (Beijing) international assets evaluation co., LTD issue [2012]No.0283 evaluation report to confirm the evaluated price). The
acquisition is based on both party’s voluntary and they both are familiar with the markets, therefore, identifiable assets and liabilities
are at the fair value. The difference between the initial cost of the parent’s long term investment and the deserved share of the parent
108
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
in identifiable assets and liabilities confirmed as goodwill. The acquisition confirm the relationship of parent and subsidiary between
NanJiang and RunHua. When it comes to preparing the consolidated financial statement, Runhua’s financial statements are adjust
based on the fair value of identifiable assets and liabilities on the acquisition date (evaluation price plus net profit produced from
evaluation date to consolidation date).
On January 9, 2013, NanJiang signed an acquisition agreement with original shareholder of RunHua, acquiring 30% of
RunHua’s equity with the consideration of RMB 9170.37 thousand. The consideration is based on [2012]No.0283 evaluation report
issued by Walker (Beijing) international assets evaluation co., LTD. The date of shareholders’ resolution is January 9, 2013.
Acquisition payment date is June 25, 2013, the Industrial and commercial registration date of change is June 24, 2013, and the
acquision date confirm at June 25, 2013.
Any subsidiaries acquired by Stage during the reporting period
□ Applicable √ Not applicable
7、Loss of subsidiaries due to disposal of equity interests without controlling rights during the reporting
period
Not applicable
8、Counter purchase occurred during the reporting period
Not applicable
9、Absorption consolidation occurred during the reporting period
Not applicable
10、Translation exchange rates for items in major statements of overseas operating entities
Not applicable
VII、Notes to the consolidated financial statements
1、Monetary funds
Unit：RMB
Closing Balance Opening Balance
Item Original Exchange RMB Original Exchange RMB
Currency Translation Currency rate Translation
Cash: -- -- 19,146.58 -- -- 72,492.38
RMB -- -- 19,146.58 -- -- 72,492.38
Bank: -- -- 77,962,341.48 -- -- 81,473,554.49
109
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
RMB -- -- 75,093,993.26 -- -- 81,440,569.01
USD 470,460.11 6.0969 2,868,348.22 5,247.80 6.2855 32,985.48
Other monetary funds -- -- 11,445,403.16 -- --
RMB -- -- 11,445,403.16 -- --
Total -- -- 89,426,891.22 -- -- 81,546,046.87
(1) Restricted monetary funds during the reporting period are shown below:
Item Closing Balance Opening Balance
guaranteed deposit for individual mortgages 1,045,403.16 ---
deposit for notes payable 10,400,000.00 ---
Total 11,445,403.16 ---
Deposit for notes payable RMB 10,400,000.00 belong to RunHua, the company has already deduct this amount when they prepare
cash flow statement.
(2) Compared to the opening balance, the closing balance of monetary funds increased by RMB 7,880,844.35, with the growth rate of
9.66%. The major explanations for the increase were: New subsidiary RunHua are in the consolidated scope.
2、Receivables
（1）Classification
Unit： RMB
Closing Balance Opening Balance
Classification Book value Bad debt provision Book value Bad debt provision
Amount Ratio (%) Amount Ratio (%) Amount Ratio (%) Amount Ratio (%)
accounts receivable accrued bad debt provision by aging analyze method
aging portfolio 123,348.00 100% 6,167.40 5%
Portfolio subtotal 123,348.00 100% 6,167.40 5%
total 123,348.00 -- 6,167.40 -- -- --
Nots to receivables classification
Receivables are significant and accruing bad debt provision individually
□ Applicable √ Not applicable
accounts receivable accrued bad debt provision by aging analyze method
√ Applicable □ Not applicable
Unit： RMB
Closing Balance Opening Balance
Aging Book value Book value
Bad debt provision Bad debt provision
Amount ratio(%) Amount ratio(%)
Within one year
110
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Including： -- -- -- -- -- --
Subtotal (<1 year) 123,348.00 100% 6,167.40
total 123,348.00 -- 6,167.40 --
Accounts receivable accrued bad debt provision by balance percentage method
√ Applicable □ Not applicable
Unit： RMB
Portfolio Name Book value Accrued ratio（%） Bad debt provision
receivable accrued bad debt by profolio 123,348.00 5% 6,167.40
total 123,348.00 -- 6,167.40
Accounts receivable accrued bad debt provision by other method
□ Applicable √ not applicable
Receivables are insignificant and accruing bad debt provision individually
□ Applicable √ not applicable
3、Other Receivables
（1）Classification
Unit： RMB
Closing Balance Opening Balance
Classification Book value Bad debt provision Book value Bad debt provision
Amount ratio(%) Amount ratio(%) Amount ratio(%) Amount ratio(%)
1 Individually significant
amounts of accounts
1,209,273.00 14.42% 1,209,273.00 1,209,273.00 3.51% 1,209,273.00
receivable accrued bad
debt provision
Accounts receivable accrued bad debt provision by portfolio
Portfolio 5,318,030.55 63.42% 341,921.88 1,504,762.66 4.37% 1,504,762.66
Portfolio subtotal 5,318,030.55 63.42% 341,921.88 1,504,762.66 4.37% 1,504,762.66
Individually insignificant
amounts of accounts 31,752,727.3
1,857,951.91 22.16% 1,857,951.91 92.12% 3,583,707.69
receivable accrued bad 3
debt provision
34,466,762.9
Total 8,385,255.46 -- 3,409,146.79 -- -- 6,297,743.35 --
9
Explanation for three types of other receivables:
(1) The receivables with more than RMB 1 million are recognized as the significant receivables. After the identification of the
significant receivables, the creditor’s right, which was acquired by auction in 2009 and worth RMB 1,209,273.00, was confirmed as
individually significant amounts. The creditor’s right was confirmed to be irrecoverable and it was accrued full bad debt provision.
111
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
(2)According to the business characteristic of the company, the irrecoverable risks are high for the other accounts receivable
with an aging of over 3 years. Therefore, other accounts receivable which are less than RMB 1 million and with an aging of over 3
years are considered as individually insignificant amounts of accounts receivable accrued bad debt provision
Individually significant amounts of accounts receivable accrued bad debt provision
√ Applicable □ Not applicable
Unit： RMB
Name of Debtor Book Value Bad debt provision Accrued ratio（%） Reason
Creditor’s right from auctions 1,209,273.00 1,209,273.00 100% Over 3 years
Total 1,209,273.00 1,209,273.00 -- --
Other accounts receivable accrued bad debt provision by aging portfolio
√ Applicable □ not applicable
Unit： RMB
Closing Balance Opening Balance
Book value Book value
Aging
Ratio Bad debt Ratio Bad debt
amount amount
(%) (%)
Within 1 year
Including：
--- -- -- --- ---
<1 year subtotal 5,085,113.76 95.62% 242,138.52 26,483,385.17 83.4% 1,324,169.26
1-2 year 228,916.79 4.3% 97,783.36 1,250,442.16 3.94% 250,088.43
2-3 year 4,000.00 0.08% 2,000.00 4,018,900.00 12.66% 2,009,450.00
Total 5,318,030.55 -- 341,921.88 31,752,727.33 -- 3,583,707.69
Other accounts receivable accrued bad debt provision by balance percentage portfolio
□ Applicable √ not applicable
Other accounts receivable accrued bad debt provision by other portfolio
□ Applicable √ not applicable
Other accounts receivable which are individually insignificant and perform impairment test separately at the year-end
√ Applicable □ not applicable
Unit： RMB
Name of Debtor Book value Bad debt provision Accrued ratio（%） Reason
AnSheng Wang 141,000.00 141,000.00 100% Expected irrecoverable
DeGang Bao 356,838.00 356,838.00 100% Expected irrecoverable
QiZhong Yan 200,000.00 200,000.00 100% Expected irrecoverable
ChengQuan Liu 300,000.00 300,000.00 100% Expected irrecoverable
112
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
TianHong Li 217,424.66 217,424.66 100% Expected irrecoverable
HaiHong Zhou 642,689.25 642,689.25 100% Expected irrecoverable
Total 1,857,951.91 1,857,951.91 -- --
（2）Reversal or recovery of other receivables in this fiscal year
Unit： RMB
Amount of bad debt
Reasons for reversal Original Method for Amount of reversal or
Name of Debtor before reversal or
or recovery accruing bad debt recovery
recovery
BanHe Administrator Revovery Aging analyses method 2,009,450.00 1,447,846.06
Other small debtor Revovery Aging analyses method 956,828.70 956,828.70
Total -- -- 2,966,278.70 --
（3）Other receivables written off during the reporting period
Unit： RMB
Reason for written Weather related-party
Name of Debtor Nature Time of written of Amount written off
off transacrion
BanHe irrecoverable due to
Current account 561,603.94 No
Administrator liquidation
Total -- -- 561,603.94 -- --
（4）The top five other accounts receivable
Unit： RMB
Debtors Ranking Relationships Amounts due Aging Rate in total
China International Non-Related Party 2,267,885.00 Within 1 year 27.05%
Futures Co., Ltd.
BeiDa FangZheng Non-Related Party 682,636.00 Within 1 year 8.14%
Material Industry Group
MinFeng (TianJin) Related Party 670,000.00 Within 1 year 7.99%
Material Industry
Chemical Trading Co.,
Ltd.
HaiHong Zhou Non-Related Party 642,689.25 Within 1 year 7.66%
TianJin Custom Non-Related Party 601,277.95 Within 1 year 7.17%
Total -- 4,864,488.20 -- 58.01%
113
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
4、Prepayment
（1）The aging analysis
Unit： RMB
Closing Balance Opening Balance
Aging
Amount Ratio（%） Amount Ratio（%）
Within 1 year 28,533,344.69 84.33% 308,292.36 100%
1-2 years 101,600.00 0.3%
2-3 years 5,201,365.53 15.37%
Total 33,836,310.22 -- 308,292.36 --
（2）The top five prepayment accounts
Unit： RMB
Debtors Ranking Relationship Amount Aging Reason for unsettle
ChengDe ChangCheng
Non-Related Party 25,000,000.00 Within 1 year Project prepayment
Construction Group
JinShang (TianJin)
Non-Related Party 5,201,365.53 2-3 year Residence prepayment
Investment Co., Ltd.
ShaBo basis (Shanghai)
Non-Related Party 2,425,514.01 Within 1 year Purchase Goods
trading Co., Ltd
MinFeng (TianJin)
Material industry Related Party 1,945,944.00 Within 1 year Purchase Goods
chemical industry Co.Ltd
HaiChao Zheng Non-Related Party 790,000.00 Within 1 year Purchase Goods
Total -- 35,362,823.54 -- --
（3）Notes to prepayment
Compared to the opening balance, the closing balance of prepayment increasd by RMB 33,528,017.86, with the increase rate of
10875.00%. The major explanations for the increase were: Project prepaymentfor ChengDe ChangCheng Construction Group.
114
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
5、Inventory
（1）Classification
Unit： RMB
Closing Balance Opening Balance
Item
Book Value Impairment Net book value Book Value Impairment Net book value
Raw material 836,393.84 836,393.84
Finished goods 15,270,790.02 15,270,790.02 200,929.00 200,929.00
Circulation material 18,498.40 18,498.40
Consumptive
2,113,905.42 2,113,905.42 198,300.00 198,300.00
biological assets
Development cost 163,568,661.40 163,568,661.40 9,926,226.12 9,926,226.12
Product development 7,642,776.18 7,642,776.18 10,165,279.49 10,165,279.49
Cost of production 1,118,939.06 1,118,939.06
Total 190,569,964.32 190,569,964.32 20,490,734.61 20,490,734.61
6、Other current assets
Unit： RMB
Item Closing Balance Opening Balance
Deductible input VAT 3,362,445.37 ---
Land VAT (prepayment) 1,115,712.87 ---
The ICBC financial product --- 9,000,000.00
Total 4,478,158.24 9,000,000.00
7、Long-term equity investments
（1）Detail for long-term equity investments
Unit： RMB
Closing Closing Closing Operating
Stake ratio Voting right Net profit in
Invested Company Balance of Balance of total balance of net income in this
(%) (%) this period
total asset liability asset period
1、Joint venture
2、Associates
MinFeng (TianJin)
49% 49% 63,887,620.90 54,823,336.31 9,064,284.59 199,603,972.64 64,284.59
Material Industry
115
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Chemical Trading
Co., Ltd.
RunHua (TianJin)
Water Saving Tech 31.75% 31.75% 14,178,652.88 7,294,815.73 6,883,837.15 11,086,807.85 549,913.45
Co., Ltd.
（2）Limited ability to transfer capital to invested company
Not applicable
Notes to long-term equity investments
(1) On October 14 2011, RunHua (TianJin) Water Saving Tech Co., Ltd. was established and obtained the business liscence, with the
registered capital of RMB 6300 thousand, including RunHua developing Co., Ltd. Contribute RMB 3000 thousand, accounting for
47.619% of the total share capital, subsidiary RunHua contribute RMB 2000 thousand, accounting for 31.746% of the total share
capital, LangFang ChunYuan irrigating prject Co., Ltd contribute RMB 1000 thousand, accounting for 15.873% of total share
capital, HePing Zhang contribute RMB 300 thousand, accounting for 4.7619% of total share capital.
(2) On December 21 2012, MinFeng (TianJin) Material Industry Chemical Trading Co., Ltd. was established, with the registered
capital of RMB 9000 thousand, including MinFeng (ShanXi) Material Industry Chemical Trading Co., Ltd contribute 459 thousand,
accounting for 51% of the total share capital, subsidiary RunHua contribute RMB 4410 thousand, accounting for 49% of the total
share capital.
8、Fixed assets
（1）Classification
Unit： RMB
Decrease in this
Items Opening Balance Increase in this period Closing Balance
period
1 Total original book vale: 27,920,093.42 4,487,895.72 18,551,360.24 13,856,628.90
Including ： buildings and
26,592,797.32 18,497,360.24 8,095,437.08
constructions
Machinery equipment 10,500.00 1,198,315.43 1,208,815.43
Transportation vehicles 1,233,161.91 2,603,156.23 3,836,318.14
Other equipment 83,634.19 686,424.06 54,000.00 716,058.25
New in this Decrease in this
-- Opening Balance Accrue in this period Closing Balance
period period
2 Total accumulated
3,177,989.82 1,862,953.93 2,480,668.46 2,560,275.29
depreciation
Including: buildings and
3,031,578.44 659,076.42 2,460,148.46 1,230,506.40
constructions
Machinery equipment 52,877.32 52,877.32
116
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Transportation vehicles 133,127.47 940,020.60 1,073,148.07
Other equipment 13,283.91 210,979.59 20,520.00 203,743.50
-- Opening Balance -- Closing Balance
3 Total net book value of
24,742,103.60 -- 11,296,353.61
fixed assets
Including: buildings and
23,561,218.88 -- 6,864,930.68
constructions
Machinery equipment 10,500.00 -- 1,155,938.11
Transportation vehicles 1,100,034.44 -- 2,763,170.07
Other equipment 70,350.28 -- 512,314.75
--
4 Total book value of fixed
24,742,103.60 -- 11,296,353.61
assets
Including: buildings and
23,561,218.88 -- 6,864,930.68
constructions
Machinery equipment 10,500.00 -- 1,155,938.11
Transportation vehicles 1,100,034.44 -- 2,763,170.07
Other equipment 70,350.28 -- 512,314.75
The total accumulated depreciation for the current accounting period is RMB 1,862,953.93.
The original book value of fixed assets charged from construction in progress is RMB 402,587.43.
（2）Fixed assets rent out thorugh operating lease
Unit： RMB
Classification Closing Balance
House and Buildings 1,236,210.15
（3）Fixed assets without certificates of ownership at the year-end
Reason for without certificates of Estimated time for acquiring the cerificates
Classification
ownership of ownership
All the assets pledged to lift, transfer
House and Buildings Unpredictable
procedures have not yet completed
Explanation for fixed assets
Fixed assets had been transferred to Chengde Rongyida Real Estate Development Co., Ltd in 2009 during the bankruptcy
reorganization. But due to release of pledge is still under progress so that the property transfer cannot be done. Information has been
issued by Hebei Chengde intermediate people's court to Chengde housing construction Bureau to ask for the assistance of execute
property certificate ChengXian Fang ZI No.000196 and 000108 to complete the property transfer.
Our company has rented out those temporarily idle houses (certificates for property right: ChengDe No.000196), venues and received
117
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
the rental fee of RMB 81,200.00. Due to no calculation on the square meter of the rental areas, it is hard to get the rental cost,
considering the amount is relatively small, our company decided not to transfer those part of amount from fix assets to investment
property.
9、Construction in Progress
（1）Classification
Unit： RMB
Closing Balance Opening Balance
Item
Book value Impairment Net book value Book value Impairment Net book value
Factory 26,925.00 26,925.00
Machinery Equiment 338,927.43 338,927.43
Well and other accessories 15,535.00 15,535.00
Wages 21,200.00 21,200.00
Total 402,587.43 402,587.43
10、Productive Biological Assets
（1）Measurement at cost
Unit： RMB
Item Opening Balance Increase in this period Decrease in this period Closing balance
1、Farm production
2、Livestock
Egg and Chick 392,756.47 248,745.76 144,010.71
Hens 167,092.15 52,912.52 114,179.63
3、Forestry
4、aquatic products
Total 559,848.62 301,658.28 258,190.34
11、Intangible assets
（1）Classification
Unit： RMB
Items Opening Balance Increase in this period Decrease in this period Closing Balance
1 Total of original value 28,976,579.45 2,878,877.77 31,855,457.22
118
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
(1) Land use right 28,976,579.45 2,650,877.77 31,627,457.22
(2) Software 228,000.00 228,000.00
2 Total accumulated
2,271,475.07 862,328.74 3,133,803.81
amortization
(1) Land use right 2,271,475.07 719,328.74 2,990,803.81
(2) Software 143,000.00 143,000.00
3 Total net book value 26,705,104.38 2,016,549.03 28,721,653.41
(1) Land use right 26,705,104.38 1,931,549.03 28,636,653.41
(2) Software 85,000.00 85,000.00
4 Total of intangible asset
26,705,104.38 2,016,549.03 28,721,653.41
book value
(1) Land use right 26,705,104.38 1,931,549.03 28,636,653.41
(2) Software 85,000.00 85,000.00
Amortization in this period is RMB 862,328.74
12、Goodwill
Unit： RMB
Increase in this Decease in this Impair at
Item Opening balance Closing balance
period perido year-end
Acquire subsidiary 0.00 1,809,762.89 1,809,762.89
Total 1,809,762.89 1,809,762.89
Notes to goodwill impairment testing method
On June 25, 2013, through business combination not under the common control, NanJiang acquired 30% of RunHua’s equity and
control the company. The consideration of the acquisition is based on the market price of identifiable assets and liabilities (Walker
(Beijing) international assets evaluation co., LTD issue [2012]No.0283 evaluation report to confirm the evaluated price). The
acquisition is based on both party’s voluntary and they both are familiar with the markets, therefore, identifiable assets and liabilities
are at the fair value. The difference between the initial cost of the parent’s long term investment and the deserved share of the parent in
identifiable assets and liabilities confirmed as goodwill in the consolidated financial statements.
On December 31, 2013, net asset of RunHua is increased, so there is no evidence of impairment.
13、Long Term Deferred Expenses
Unit： RMB
Increase in this Amortization in Reasons for other
Item Opening balance Other decrease Closing balance
period in this period decrease
Decoration fee 734,424.92 7,741,676.63 664,529.03 7,811,572.52
Total 734,424.92 7,741,676.63 664,529.03 7,811,572.52 --
119
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
14、Deferred tax assets and liabilities
（1）Deferred tax assets and liabilities disclosure (not offset)
Deferred tax assets and liabilities which have been confirmed
Unit： RMB
Item Closing Balance Opening Balance
Deferred tax assets：
Assets impairment 834,223.19 1,518,810.84
Total 834,223.19 1,518,810.84
Deferred tax liabilities：
Deferred tax assets which have not been confirmed
Unit： RMB
Items Closing balance Opening balance
1 Deductible temporary differences 72,254.02 222,499.99
2 Deductible loss 137,486,697.69 440,162,868.08
Total 137,558,951.71 440,385,368.07
Deferred tax assets (generated by deductible loss) were expired in periods shown blow:
Unit： RMB
Items(year) Closing balance Opening balance Notes
2013 --- 302,676,170.39
2014 114,543,457.05 114,543,457.05
2015 --- ---
2016 --- ---
2017 22,943,240.64 22,943,240.64
2018 --- ---
Total 137,486,697.69 440,162,868.08
Detail for taxable difference and deductible differences
Not applicable
（2）Deferred tax assets and liabilities disclosure (offset)
Disclosure after deferred tax assets and liabilities offset to each other
Uunit： RMB
Deferred tax assets deductible temporary Deferred tax assets deductible temporary
Item and liabilities after differences after and liabilities after differences after
offset at year end offset at year end offset at year begin offset at year begin
Deferred tax assets 834,223.19 1,518,810.84
120
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Detail for offset between deferred tax assets and liabilities
Unit： RMB
Not applicable
15、Impairment of assets
Unit： RMB
Increase in this Decrease in this perido
Item Opening Balance Closing Balance
period Reverse Written off
Bad debt provision 6,297,743.35 240,542.63 3,122,971.79 3,415,314.19
Total 6,297,743.35 240,542.63 3,122,971.79 3,415,314.19
16、Notes paybale
Unit： RMB
Classification Closing Balance Opening Balance
banker's acceptance bill 26,000,000.00
Total 26,000,000.00
The amount will be mature at the next fiscal year.
Notes to notes payable
Compared to opening balance, closing balance of notes payable are increased by 26,000,000.00, the major reason for the increase is
new subsidiary RunHua in the consolidation scope.
17、Payable
（1）Aging of payable
Unit： RMB
Item Closing balance Opening Balance
Within 1 year 3,361,499.82 2,039,628.36
1-2 years 286,757.79 100.00
2-3 years 100.00
Over 3 years 12,273.55 12,273.55
Total 3,660,631.16 2,052,001.91
（2）At the year-end of the reporting period, there are no payable due from any shareholders held over 5%
Not applicable
121
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（3）Aging of accounts payable over one year
Company name Amount Reason for unsettle Remark
ChengDe LiCheng Construction and 281,157.79 Project final payment ---
installation project Co., Ltd.
18、Receivable in advance
（1）Aging of receivable in advance
Unit： RMB
Item Closing Balance Opening Balance
Within 1 year 53,821,113.16 7,120,711.50
1-2 years
2-3 years
Over 3years
Total 53,821,113.16 7,120,711.50
（2）At the year-end of the reporting period, there are no receivable in advance due from any shareholders
held over 5%.
Not applicable
19、Payroll
Unit： RMB
Item Opening Blance Increase in this period Decrease in this period Closing Balance
1 Wage, bonus,
allowance and 180,374.00 6,726,463.38 6,829,887.38 76,950.00
subsidy
2、Employee welfare 221,000.53 221,000.53
3、Social insurance
49,592.68 780,159.38 799,065.16 30,686.90
charges
Including ：
a.Essential medical 15,840.00 181,055.40 176,471.20 20,424.20
insurance charges
b.Supplement
medical insurance
charges
122
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
c.Essential
endowment 32,933.00 508,158.70 532,044.20 9,047.50
insurance
d. Supplement
endowment
insurance
e.Unemployment
819.68 49,582.18 49,802.06 599.80
insurance
f.Industrial injury
26,180.09 25,964.59 215.50
insurance
g. Maternity
15,183.01 14,783.11 399.90
insurance
4、Housing fund 269,115.16 269,115.16
5、Other 6,098,486.60 31,049.30 31,809.30 6,097,726.60
6、Trade union and
education fee
Total 6,328,453.28 8,027,787.75 8,150,877.53 6,205,363.50
Amount of unpaid wages RMB
Amount of Trade union and education fee, amount of non-monetary welfare, amount of welfare from terminating a labor contract
Planned time for wages payment.
20、Tax payable
Unit： RMB
Item Closing Balance Opening Balance
VAT 132,688.59 -50,248.40
Business tax 67,762.28 355,481.28
Corporate income tax 12,078,983.62 6,197,695.00
Individual taxable income 35,510.93 1,048.30
Urban construction tax 19,182.58 -112,371.20
Land VAT --- -1,178,375.52
Land use tax 2,753,192.71 2,993,193.92
Education surcharge 7,871.26 -67,073.88
Stamp tax 34,936.86 21,257.53
Local education surcharge 5,247.55 -5,949.81
Housing property tax 2,888,250.17 2,888,250.17
River defense fare 3,278.03
123
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Total 18,026,904.58 11,042,907.39
21、Other payable
（1）Aging of other payable
Unit： RMB
Item Closing Balance Opening Balance
Within 1 year 35,447,066.13 4,320,266.25
1-2 years 119,168.49 17,199,106.20
2-3 years 47,779.91 2,932,027.94
Over 3 years 430,969.17 27,726,978.57
Total 36,044,983.70 52,178,378.96
（2）At the year-end of the reporting period, there are no other payable due from any shareholders held
over 5%.
Not applicable
（3）At the year-end of the reporting period, the other accounts payable in significant amount
Name Amount Nature or content
DaHua Certified Public Accounts 500,000.00 immature borrowing
ChengDe YongWang Construction project Co., 100,000.00 immature borrowing
Ltd.
ChengDe LiCheng Construction and installation 200,000.00 immature borrowing
project Co., Ltd.
MinFeng (TianJin) Material industry chemical 31,000,000.00 Internal borrowing
industry Co.Ltd
ZhuoZhong (ShanXi) Trading CO., Ltd. 1,319,199.72 Agent future investment
22、Share capital
Unit：RMB
Opening Increase (+)/decrease (-) in this period Closing
Balance New share Bonus share Capital reserve Other subtotal balance
Total share 706,320,000.00 706,320,000.00
124
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
23、Capital reserves
Unit： RMB
Item Opening Balance Increase in this period Decrease in this period Closing Balance
1 Capital premium (share
390,597,031.55 390,597,031.55
capital premium)
2.Other capital reserve* 65,873,219.23 65,873,219.23
Total 456,470,250.78 456,470,250.78
24、Surplus reserves
Unit： RMB
Item Opening Balance Increase in this period Decrease in this period Closing Balance
Statutory surplus reserves 76,791,550.17 76,791,550.17
Total 76,791,550.17 76,791,550.17
25、Undistributed profits
Unit： RMB
Withdrawal or allocation
Items Amount
proportion
Adjustment of opening balance of undistributed profits -1,124,687,129.34 --
opening balance of undistributed profits after adjustment -1,124,687,129.34 --
Add: net profits belong to the parent in this period 94,806,811.16 --
Closing Balance -1,029,880,318.18 --
26、Operating income and operating cost
（1）Operating income and operating cost
Unit： RMB
Item This period Last perido
Principal business income 359,002,258.47 78,707,333.42
Other business income 4,950,000.42 804,670.80
Business cost 339,083,312.47 58,424,002.63
125
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（2）Principal business income and cost (by industry)
Unit： RMB
This period Last Period
Industry
Income Cost Income Cost
Agriculture 1,112,907.68 1,583,798.68
Commerce 324,167,497.71 314,011,252.79
Real Estate industry 33,721,853.08 23,459,800.61 78,707,333.42 58,327,874.54
Total 359,002,258.47 339,054,852.08 78,707,333.42 58,327,874.54
（3）Principal business income and cost (by products)
Unit： RMB
This period Last Period
Product
Income Cost Income Cost
Agriculture product 1,112,907.68 1,583,798.68
Chemical Material 324,167,497.71 314,011,252.79
Real Estate 33,721,853.08 23,459,800.61 78,707,333.42 58,327,874.54
Total 359,002,258.47 339,054,852.08 78,707,333.42 58,327,874.54
（4）Principal business income and cost (by district)
Unit： RMB
This period Last Period
District
Income Cost Income Cost
ChengDe District 34,834,760.76 25,043,599.29 78,707,333.42 58,327,874.54
TianJin 324,167,497.71 314,011,252.79
Total 359,002,258.47 339,054,852.08 78,707,333.42 58,327,874.54
（5）The operating income of the top five customers of the Company
Unit： RMB
Customer name or ranking Principal business income Rate in total
MinFeng (TianJin) Material
38,248,888.89 10.51%
industry chemical industry Co.Ltd
NuoMao trading (ShangHai) Co.,
9,048,675.33 2.49%
Ltd.
BoLv (BeiJing) Tech Co., Ltd. 8,654,017.09 2.38%
126
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
HaiLi (SuZhou) electrical
8,371,111.17 2.3%
equipment Co., Ltd.
QianChengShiHua (ZheJiang) Co.,
7,358,547.01 2.02%
Ltd.
Total 71,681,239.49 19.7%
Notes to operating income
Compared to the opening balance, the closing balance of operating income increased by RMB 284,440,254.67, with the growth rate
of 357.73%. The major explanations for the increase were: new subsidiary RunHua in the consolidation scope increase income by
RMB 324,167,497.71 and income from QianYuan is reduced in this period.
27、Business tax and surcharges
Unit： RMB
Item This period Last period Tax rate
Business tax 2,202,625.14 4,062,139.11 5%
Urban maintenance and construction
128,301.80 203,106.96 5%
tax
Education surcharge 71,528.75 121,864.18 3%
Local education surcharge 33,002.90 81,242.78 2%
Land VAT 677,398.08 481,104.20 Super rate progressive rate
Housing property tax 14,784.67 12%
Others 7,474.48 ---
Total 3,135,115.82 4,949,457.23 --
28、Marketing expense
Unit： RMB
Item This period Last Period
Printing expense 5,211.00
Repair expense 5,743.00
Warehouse expense 29,628.91
Wages 49,747.11
Advertise expense 85,850.00
Harbor expense 136,407.10
Manufacturing expense for unfolded plank 196,800.00
Contract fee 583,744.05
127
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Transportation expense 2,159,063.23
Others 11,442.18
Total 3,263,636.58
29、Administrative expense
Unit： RMB
Item This period Last Period
Wages 4,903,021.63 1,802,580.12
Intermediary fees 2,976,882.80 2,383,227.64
Others 2,520,836.27 917,319.58
Land use tax 2,516,106.83 3,492,305.64
Business entertainment 1,929,370.81 780,240.29
Accumulated amortization 1,874,911.87 3,908,762.70
Travel expense 986,898.70 542,265.86
Welfare 764,976.35 239,031.96
Office expense 735,452.79 394,117.40
Insurance 638,962.59 196,539.38
Stamp tax 294,649.56 71,080.15
Transportation 242,707.83 125,927.20
Low-valued consumption goods 235,481.00 54,481.50
Housing provident fund 186,872.76 47,636.48
Long-term deferred expenses 79,296.00 71,992.00
Initial expenditure 78,580.00 33,010.00
Housing property tax 29,424.08 870,046.19
Union fees 5,949.00 8,464.00
Total 21,000,380.87 15,939,028.09
30、Financial expense
Unit： RMB
Items This Period Last Period
Interest expense 1,030,671.89 2,403,071.69
Less: interest income -662,129.17 -101,723.22
Exchange gain or loss 47,786.16 1.17
Other 200,315.27 88,806.02
128
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Total 616,644.15 2,390,155.66
31、Return on investment
（1）Detail for return on investment
Unit： RMB
Items This Period Last Period
Long-term equity (return on investment based on
53,372.42
equity accounting)
Other 111,230.13 15,731.51
Total 164,602.55 15,731.51
32、Asset impairment loss
Unit： RMB
Items This Period Last Period
Provision for bad debt -2,503,321.41 4,541,023.68
Total -2,503,321.41 4,541,023.68
33、Non-operating income
（1）Details for non-operating income
Unit： RMB
Amount in non-recurring
Items This Period Last Period
profit and loss
Disposal of non-current assets 131,918,787.19 108,799,222.07 131,918,787.19
Profit from disposal of fixed assets 26,318,307.45 779,288.18 26,318,307.45
Profit from disposal of intangible assets 105,600,479.74 108,019,933.89 105,600,479.74
Government grant 195,101.01 195,101.01
Other 211,376.25 616,730.46 211,376.25
Total 132,325,264.45 109,415,952.53 132,325,264.45
Notes to non-operating income
Compared to the opening balance, the closing balance of non-operating income increased by RMB 22,909,311.92, with the growth
rate of 20.94%. The major reasons were:
a) The transfer of land (Cheng Xian TuGuo Yong(2013) Zi No.019) from the company to the government, which created net profits
of RMB 126,173,267.96.
b) Equipment auction create net profit of RMB 5,745,519.23.
c) the total non-current assets disposal net profit is RMB 131,918,787.19.
129
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（2）Government grant recorded in the current profit and loss
Unit： RMB
Relevant to Whether non-recurring
Project name This period Last period
assets/earnings profit and loss
Scientific test
100,000.00 earnings Yes
demonstration expense
Technology: three item
50,000.00 earnings Yes
expense
Developing area (refund
9,859.00 earnings Yes
of duty) subsidy
VAT revenue relief 33,742.01 earnings Yes
Others 1,500.00 earnings Yes
Total 195,101.01 -- --
34、Non-operating expense
Unit： RMB
Amount in non-recurring
Items This Period Last Period
profit and loss
Disposal of non-current assets 58,856,083.88
Including: Disposal of fixed assets 58,856,083.88
Donations contributed 2,000.00 2,000.00
Compensation and Tax penalty 76,473.85 76,473.85
Inventory loss 33,480.00 33,480.00
Other 503,840.54 4,405,736.48 503,840.54
Total 615,794.39 63,261,820.36 615,794.39
35、Income tax expense
Unit： RMB
Items This period Last period
Current income tax calculated based on tax law and relevant
30,539,586.74 7,561,259.04
rules
Deferred income tax adjustment 756,119.16 -1,017,427.25
Total 31,295,705.90 6,543,831.79
130
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
36、Calculation of Earnings per share (EPS) and diluted earnings per share
Basic earngings per share is calculated by dividing net profit attributable to shareholders of the parent by the weighted average
number of issued shares. The start date of ordinary shares issued in the period for the purpose of calculation of basic earnings per
share is the date on which subscription becomes receivable per contract of issuance.
Diluted earnings per share is calculated by dividing the results of adjustment of net profit attributable to shareholders of the parent for
the interest expense for the dilutive convertible instruments, the expected gain or expense at the time of conversion and their related
income tax implication by the sum of the weighted average number of issued shares for calculation of baisc earnings per shares and
the weighted average number of potential shares from convertible instruments.
For the purpose of calculation of the weighted average number of potential shares from convertible instruments, the conversion date
for dilutive conventible instruments issued in prior period and dilutive convertible instruments issued in the period is the the 1st date
of the period and the issue date respectively.
(1) Calculation results
This period Last period
Profits during the reporting period
Basic EPS Diluted EPS Basic EPS
Net profit attributable to ordinary shareholders 0.13 0.13 0.05 0.05
Recurring profit or loss attributable to ordinary -0.01 -0.01 0.05 0.05
shareholders
(2) The calculation of EPS
项目 序号 本期数 上期数
Net profit attributed to ordinary shareholder in 1 94,806,811.16 32,894,368.82
current reporting period
Non-operating profit and loss attributed to 2 100,421,297.03 34,615,599.13
ordinary shareholder in current reporting
period
Net proft after deducting non-operating profit 3=1-2 -5,614,485.87 -1,721,230.31
and loss attributed to ordinary shareholder in
current reporting period
Opening balance of share capital 4 706,320,000.00 706,320,000.00
Share capital increased due to new issued 5 --- ---
share or convertible bond
6 --- ---
Share capital increased due to new issued
6 --- ---
share or convertible bond
6 --- ---
Number of months from the next month of 7 --- ---
increased share capital to the end of the 7 --- ---
current reporting period 7 --- ---
131
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Share capital reduced due to repurchase in the 8 --- ---
current reporting period
Number of months from the next month of 9 --- ---
decreased share capital to the end of the
current reporting period
Number of split shares in the current reporting 10 --- ---
period
Number of months in the current reporting 11 12 12
period
Weighted average of issued ordinary share 12=4+5+6×7 706,320,000.00 706,320,000.00
（Ⅱ） ÷11-8×9÷11-10
Weighted average of issued ordinary share are 13 706,320,000.00 706,320,000.00
adjust due to common control（Ⅰ）
Basic EPS（Ⅰ） 14=1÷13 0.13 0.05
Basic EPS（Ⅱ） 15=3÷12 -0.01 0.05
Interest of iluted potential ordinary share that 16 --- ---
confirmed as expense and other factors
Income tax rate 17 --- ---
Converting fee 18 --- ---
increased Weighted average of issued ordinary 19 --- ---
share due to stock warrant and share option
20=[1+(16-18)× 0.13 0.05
Diluted EPS（Ⅰ）
(100%-17)]÷(13+19)
21=[3+(16-18) -0.01 0.05
Diluted EPS（Ⅱ）
×(100%-17)]÷(12+19)
37、Other comprehensive earnings
Unit： RMB
Item This period Last period
5.Other 7,104,364.09
Subtotal 7,104,364.09
Total 7,104,364.09
132
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
38、Notes to statement of cash flow
（1）Other cash receive from operating activities
Unit： RMB
Item Amount
Interest income 662,129.17
Current accounts received 58,186,692.98
Subsidy income 195,101.01
Other 437,980.76
Total 59,481,903.92
（2）Other cash paid to operating activities
Unit： RMB
Item Amount
Expenditure 16,469,710.73
Donation expense 2,000.00
Current accounts paid 28,541,969.74
other 1,232,348.11
Total 46,246,028.58
）Other cash paid to investing activities
Unit： RMB
Item Amount
Restricted monetary funds during the reporting period 11,445,403.16
Total 11,445,403.16
39、Supplemental information for statement of cash flow
（1）Supplemental information for statement of cash flow
Unit： RMB
Supplemental information This Period Last Period
1.Adjustments to reconcile net profit to net cash provided
-- --
by operating activities:
133
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Net profit 99,934,857.12 32,894,368.82
Add: impairment provision for assets -2,503,321.41 4,541,023.68
Depreciation of fixed assets, consumption & depreciation
2,164,612.21 2,713,205.49
of fuel and gas, depreciation of productive biological assets
Amortization for intangible assets 862,328.74 1,201,305.51
Amortization for long-term prepayment 664,529.03 79,496.69
Loss on disposal of fixed assets, intangible assets and other
--- -108,799,222.07
long-term assets
Finance cost 1,030,671.89 2,313,423.11
Loss in investment 164,602.55 ---
Decrease of deferred tax assets 756,119.16 -1,080,358.92
Decrease of inventories -159,047,494.46 19,208,065.66
Decrease of operating receivable account items -132,862,220.52 -12,694,833.50
Increase of operating payable account items -15,717,716.97 55,252,598.72
Net cash flow from operating activities -204,553,032.66 -4,386,658.32
2 Significant investing and financing activities for non-cash
-- --
items
3. Net increase (decrease) for cash and cash equivalents -- --
Closing balance for cash 77,981,488.06 81,546,046.87
Less: opening balance for cash 81,546,046.87 572,655.85
Net increase (decrease) for cash and cash equivalents -3,564,558.81 80,973,391.02
（2）Details for acquiring or disposing subsidiary
Unit： RMB
Item This Period Last Period
1．Details for acquiring： -- --
(1).Consideration for acquiring subsidiaries 9,170,370.00
(2). cash and cash equivalent payment for acquiring the
9,170,370.00
subsidiaries
Deduct: cash and cash equivalent held by subsidiaries 66,600,084.65
(4).Net assets of subsidiaries. 24,535,357.00
Current Assets 136,306,683.22
Non-current Assets 7,050,969.77
Current liabilities 112,608,254.83
2． Details for disposing subsidiary： -- --
134
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
(3).Net cash received for acquiring the subsidiaries 57,429,714.65
（3）Details for cash and cash equivalent
Unit： RMB
Item Closing Balance Opening Balance
1 Cash 77,981,488.06 81,546,046.87
Including: Cash in hand 19,146.58 72,492.38
Cash at bank 77,962,341.48 81,473,554.49
3 Closing balance for cash and cash equivalents 77,981,488.06 81,546,046.87
VIII、Related parties and related transactions
1、Related parties which control the company
The company has no parent company. The related parties with controlling relationship of the Company refer to Mr. Rong Chen, who
held 29.49% equity of the Company.
2、Subsidiaries of the company
Legal
Subsidiaries Nature of Type of Place of Business Registered Shareholdin Voting right Organizatio
representati
Name subsidiary subsidiary registration nature Capital g （%） （%） nal code
ve
Chengde
HeBei
Rongyida A wholly Real Estate 10,000,000.
Limited Province YongSheng
Real Estate owned developmen 00 100 100 68434235-0
Liability ChengDe Zhao
Developme subsidiary t RMB
city
nt Co., Ltd.
Runhua
Rural Water
30,000,000.
(Tianjin) Holding Limited XiangKun Internationa
TianJin city 00 30 53.43 67941456-7
Internationa subsidiary Liability Shi l trading
RMB
l Trade Co.,
Ltd.
NanJiang
A wholly
Asia Limited Internationa 20,000,000.
owned HongKong --- 100 100 ---
Liability l investment 00 USD
Investment subsidiary
Co., Ltd.
Holding Limited HeBei YongSheng Grapheme 50,000,000. 90 90 06335124-6
Chengde
135
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
subsidiary Liability Province Zhao producer 00
Morsh
ChengDe and seller RMB
Technology
city
Co., Ltd.
Chengde HeBei
A wholly Property
HuiJing Limited Province YongSheng 500,000.00
owned managemen 100 100 08269716-2
Liability ChengDe Zhao RMB
property subsidiary t
city
Co., Ltd.
ChengDe HeBei
A wholly
XingYe Limited Province ShuXian Paper 250,000,000
owned 100 100 60125211-5
Paper Co., Liability ChengDe Wang production .00 USD
subsidiary
Ltd. city
ChengDe Ecological
HeBei
NanJiang A wholly Agriculture 10,000,000.
Limited Province YongSheng
Ecological owned Planting 00 100 100 05549562-9
Liability ChengDe Zhao
Agriculture subsidiary and RMB
city
Co., Ltd. Breeding
ChengDe HeBei
A wholly 90,000,000.
NanJiang Limited Province YongSheng
owned investment 00 100 100 05545532-8
Investment Liability ChengDe Zhao
subsidiary RMB
Co., Ltd. city
3、Associates and joint venture
Legal
Invested Register Business Register Stake ratio Voting right Relationshi Organizatio
Type representati
company place nature capital (%) (%) p nal code
ve
一、Joint venture
二、Associates
MinFeng
(TianJin) Internationa
Material l trading,
GuoMin 9,000,000.0
Industry Commercial TianJin technology 49% 49% Yes 05874083-7
Zhao 0
Chemical developing
Trading and transfer
Co., Ltd.
RunHua
(TianJin) technology
XiangKun 6,300,000.0
Water Industry TianJin developing 31.75% 31.75% Yes 58327621-9
Shi 0
Saving Tech and transfer
Co., Ltd.
136
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
4、Other related parties of the company
Unit: RMB
Person who Amount of Whether guarantee is
Person who is guaranteed Date of begin Date of end
guarantee guarantee ended
RunHua Water Runhua Rural Water
developing Co., (Tianjin) 20,000,000.00 2013/10/24 2014/10/24 No
Ltd International Trade Co., Ltd.
Runhua Rural Water
ChunHong Lan (Tianjin) 22,000,000.00 2013/10/24/ 2014/10/24 No
International Trade Co., Ltd.
Notes to guarantee
(1) On October 17, 2013, Bank of ZhongXin offer credit to the company with RMB 20000 thousand (Contract No. 2013 BS0956),
time of guarantee: 2013/10/24-2014/10/24, RunHua Water developing Co., Ltd provide guarantee to the company (expect for
borrowing, notes, letter of guarantee and letter of credit)
(2) On October 21, 2013, Bank of ZhongXin offer credit to the company with RMB 22000 thousand (Contract No. 2013 BS0956-1),
time of guarantee: 2013/10/24-2014/10/24, second largest shareholder ChunHong Lan provide guarantee to the company (expect for
borrowing, notes, letter of guarantee and letter of credit)
5、Related receivables and payables
Unit： RMB
Name Related party Closing Balance Opening Balance
MinFeng (TianJin) Material
Other receivable industry chemical industry 670,000.00
Co.Ltd
MinFeng (TianJin) Material
Prepayment industry chemical industry 1,945,944.00
Co.Ltd
MinFeng (TianJin) Material
Other payable industry chemical industry 31,000,000.00
Co.Ltd
IX、Events after the Balance Sheet Date
1、Significant Events after the Balance Sheet Date
CSRC decided to investigate the company due to prior error correction made in the year 2012. These prior error corrections should be
disclosed before 2012, but the former shareholder and directors are not. On April 6, 2012, there is a share transfer agreement between
137
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
original shareholder and Dong Wang. Original shareholder transfer share capital of RMB 208,324,800 to Dong Wang, accounting for
29.49% of the total share capital. The company then reformed the board and the new board made the prior error corrections. Due to
the new board had made the corrections and the original shareholders and directors already left the company, it is highly probable
that the investigation will not have influence on the company.
2、Profit distribution after the balance sheet date
Not applcable
3、Other Events after the Balance Sheet Date
On March 18 2014, according to ChengDeXianJiYao[2014]No.10, ChengDeXian government retrieve 26.0464 mu of land included in
the land certificate - ChengDeGuoYong[2013]No.19 from subsidiary RongYiDa. The governmenttransfers the land to
WenTiGuangDianJu for the purpose of constructing a center of literature, art and sports in that area. On December 31 2013, the book
value of the land is RMB 821,343.02.
On April 09 2014, Chengde Morsh Technology Co., Ltd. acquire ChengXian Tu GuaGaoZi[2014] No.03 land certificate through the
land certificate selling activity held by ChengDeXian Land and Resources Bureau. The acquired land locate at LiuGou town, BeiShui
spring, PingTai village, 35953.42 square meters, industry land, the final deal price is RMB 6480 thousand.
X、Notes to material events of parent company financial statement
1、Other receivable
（1）Disclosure of other receivables by category
Unit： RMB
Closing Balance Opening Balance
Book value Bad debt Book value Bad debt
Categories
Ratio Ratio Ratio Ratio
Amount Amount Amount Amount
(%) (%) (%) (%)
Other accounts receivable accrued bad debt provision by portfolio
82.06 84.59
320,143.39 4,000.00 5.41% 384,175.74 1,000.00 1.41%
% %
82.06 84.59
Portfolio subtotal 320,143.39 4,000.00 5.41% 384,175.74 1,000.00 1.41%
% %
3 Individually insignificant
amounts of accounts 17.94 94.59 54.97 98.59
70,000.00 70,000.00 469,069.25 70,000.00
receivable accrued bad debt % % % %
provision
Total 390,143.39 -- 74,000.00 -- 853,244.99 -- 71,000.00 --
Explanation for types of other receivables:
138
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Individually significant amounts of accounts receivable accrued bad debt provision
□ Applicable √ not applicable
Other accounts receivable accrued bad debt provision by aging portfolio
√ Applicable□ not applicable
Unit： RMB
Closing Balance Opening Balance
Book value Book value
Aging
Ratio Bad debt Ratio Bad debt
Amount Amount
(%) (%)
Within 1 year
include： -- -- -- -- -- --
Within 1 year 300,143.39 93.75% 384,175.74 100% 1,000.00
Subtotal <1 year 300,143.39 93.75% 384,175.74 100% 1,000.00
1-2 years 20,000.00 6.25% 4,000.00
Total 320,143.39 -- 4,000.00 384,175.74 -- 1,000.00
Other accounts receivable accrued bad debt provision by balance percentage portfolio
□ applicable √ not applicable
Other accounts receivable accrued bad debt provision by other portfolio
□ applicable √ not applicable
Individually insignificant amounts of accounts receivable accrued bad debt provision
√ applicable □ not applicable
Unit： RMB
Items Book value Bad debt provision Accrued ratio（%） Reasons
QiZhong Yan 70,000.00 70,000.00 100% Expected irrecoverable
Total 70,000.00 70,000.00 -- --
（2）By the end of the current reporting period, there are no other accounts receivable due from any
shareholders held over 5%
Not applicable
（3）At the year-end of the reporting period, the other accounts receivable in significant amount
Unit： RMB
Debtor Relationship Amount Aging Ratio in total
No.1 related party 179,190.08 1-3year 45.93%
No.2 Non-related party 70,000.00 Within 1 year 17.94%
No.3 Non-related party 60,000.00 Within 1 year 15.38%
139
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
No.4 related party 47,887.00 1-3 year 12.27%
No.5 Non-related party 20,000.00 1-3 year 5.13%
Total -- 377,077.08 -- 96.65%
2、Long-term equity investments
Unit： RMB
Notes
when Impairme
Accounti Initial Cash
Invested Opening Increase/d Closing stake nt
Stake Voting Impairme Dividend
ng investmen ratio not accrued
Company Balance ecrease(-) Balance ratio (%) right (%) nt in this
equal to in this
method t cost period
voting peirod
right
RongYiD 53,114,29 53,114,29 53,114,29
Cost 100% 100%
a 9.73 9.73 9.73
NanJiang
90,000,00 50,000,00 40,000,00 90,000,00
Investme Cost 100% 100%
0.00 0.00 0.00 0.00
nt
XingYe 626,567,3 626,567,3 626,567,3 626,567,3
Cost 100% 100%
Paper 28.03 28.03 28.03 28.03
RunHua 9,170,370 9,170,370 9,170,370
Cost 30% 53.43%
Water .00 .00 .00
Asia
Investme Cost 100% 100%
n
778,851,9 729,681,6 49,170,37 778,851,9 626,567,3
Total -- -- --
97.76 27.76 0.00 97.76 28.03
3、Operating income and operating cost
（1）Classification of operating income and operating cost
Unit： RMB
Item This period Last Period
Other business income 9,631,946.56
Total 9,631,946.56
Business cost 28,460.39 0.00
4、Supplemental information for statement of cash flow
Unit： RMB
140
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Supplemental information This period Last Period
1.Adjustments to reconcile net profit to net cash provided by
-- --
operating activities:
Net profit 884,837.02 -12,891,377.63
Add: impairment provision for assets 3,000.00 9,946,996.58
Depreciation of fixed assets, consumption & depreciation of fuel and
121,364.21 11,080.70
gas, depreciation of productive biological assets
Amortization for intangible assets 424,343.16 407,618.99
Decrease of deferred tax assets -750.00
Decrease of inventories -161,600,661.40
Decrease of operating receivable account items 463,101.60 -717,750.67
Increase of operating payable account items 174,124,901.53 4,694,117.65
Net cash flow from operating activities 14,420,136.12 1,450,686.79
2 Significant investing and financing activities for non-cash items -- --
3. Net increase (decrease) for cash and cash equivalents -- --
Closing balance for cash 5,681,141.82 777,456.70
Less: opening balance for cash 777,456.70 4,019.80
Net increase (decrease) for cash and cash equivalents 4,903,685.12 773,436.90
XI、Supplemental information
1、Current non-operating profit and loss
Unit： RMB
Item Amount Explanation
1 Losses/gains on disposal of non-current assets 131,918,787.19
2. Government subsidies included in the current profits and
losses (government subsidies which are closely related to
193,601.01
the Company’s business and received at national statutory
standard and amount are excluded)
3. Gains or loss from delegation investment 111,230.13
4. Other non- recurring loss and profits other than the above -514,148.27
5. less: ffect of income tax on non-recurring losses and gains 33,473,765.68
6. Effect of minority interest on non-recurring losses or gains -2,185,592.65
Total 100,421,297.03 --
141
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
2、Return on equity and earnings per share
Unit：RMB
Weighted average of Earning per share
Profit in the reporting period
Return on equity（%） Basic earnings per share Basic earnings per share
Net profit attributable to shareholders holding ordinary
58.42% 0.13 0.13
shares of the Company
Net profit attributable to shareholders holding ordinary
shares of the Company after deducting non-recurring -4.82% -0.01 -0.01
gains and losses
3、Note to accounting items with significant changes in the current report period
1.Compared to the opening balance, the closing balance of prepayment increasd by RMB 33,528,017.86, with the increase rate of
10875.00%. The major explanations for the increase were: new subsidiary RunHua are in the consolidated scope.
2、Compared to the opening balance, the closing balance of other receivables decreased by RMB 23,192,910.97, with the
decrease rate of 82.33%. The major explanations for the decrease were: the receivables account - ChengDe Land Reserve Center and
BanHe Administrator are recovered
3、Compared to the opening balance, the closing balance of inventories increased by RMB 170,079,229.71, with the increase
rate of 830.03%. The major explanations for the increase were: new land were purchased for the new project HuiJingTianDi and
ecological agriculture Co., Ltd. expand the scale of production.
4、Compared to the opening balance, the closing balance of fixed assets reduced RMB 13,445,749.99, withthe redcution rate of
54.34%, major reasons are transferring land, house and building to the government
5、Compared to opening balance, closing balance of notes payable are increased by 26,000,000.00, the major reason for the
increase is new subsidiary RunHua in the consolidation scope.
6 Compared to the opening balance, the closing balance of receivable in advance increased by RMB 46,700,401.66, with the
increase rate of 655.84%. The major explanations for the increase were revenue from land received in advance: sell
ChengXianGuoYong [2013]No.31 obtain revenue of RMB 9,800,700.00; sell ChengXianGuoYong [2013]No.33 obtain revenue of
RMB 30,622,800.00.
7、Compared to the opening balance, the closing balance of operating income increased by RMB 284,440,254.67, with the
growth rate of 357.73%. The major explanations for the increase were: new subsidiary RunHua in the consolidation scope increase
income by RMB 324,167,497.71 and income from QianYuan is reduced in this period.
8、Compared to the opening balance, the closing balance of marketing expense increased by RMB 3,263,636.58,the major
reasons are new subsidiary RunHua in the consolidation scope and the increase of revenue.
9、Compared to the opening balance, the closing balance of administrative expense increased by RMB 5,061,352.78, with the
growth rate of 31.75%, the major reason is new subsidiary RunHua in the consolidation scope.
10、Compared to the opening balance, the closing balance of financial expense decreased by RMB 1,773,511.51, with the
reduction rate of 74.20%. Major reasons were: reduction of borrowing interest expense.
11、Compared to the opening balance, the closing balance of non-operating expense decrease by RMB 62,646,025.97, with the
reduction rate of 99.03%. The major reasons were: loss from disposal of fixed assets and other loss.
12、Compared to the opening balance, the closing balance of income tax expense increase by RMB 24,751,874.11, with the
increase rate of 378.625%. The major reasons were: revenue produced by transferring land to the government.
13、Compared to last year, net cash flow from operating activities decrease by 4563%, major reason is new subsidiary RunHua
142
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
in the consolidation scope.
14、Compared to last year, net cash flow from investing activities increase by 168.27%, major reason is transferring land, house
and building to the government.
15、Compared to last year, net cash flow from financing activities reduced by 677.13%, major reason is return the debt.
143
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Section X. Financial Report
I、Audit Report
Audit Opinion Standard unqualified audit opinion
Date of issuing audit report 2014/4/23
Name of the audit firm Da Hua Certified Public Accountants（Special General Partnership）
Reference number of the audit report Da Hua Shen Zi [2014] No. 005026
Name of Certified public accountant Rong Fan, JunMin Han
Body of the audit report
Audit Report
Da Hua Shen Zi [2014] No.005026
To the Shareholders of CHENGDE NANJIANG CO., LTD. :
We have audited the accompanying statement of (consolidated) financial position of CHENGDE NANJIANG CO., LTD. as at 31
December 2012, and the statement of (consolidated) comprehensive income, statement of (consolidated) cash flows, notes to
(consolidated) financial statements for the year ended 31 December 2012.
1．Responsibility of the management
The preparation of the financial statements in accordance with ―Accounting Standards for Business Enterprises‖ and ―China
Accounting Systems for Business Enterprises‖, is the responsibility of the management of the company. The responsibility includes 1)
designing, implementing and maintaining the internal controls over financial reporting, in order to avoid material misstatement due to
fraud or error; 2) selecting and using appropriate accounting principles; and 3) making logical accounting estimate.
2. Responsibility of CPAs
Our responsibility is to express an opinion on these financial statements based on our audit. We conduct our audit in accordance with
Auditing Standards for Chinese Certified Public Accountants. Those standards require that we abide by professional ethics, plan and
perform the audit to obtain reasonable assurance on whether the financial statements are free from material misstatement. An audit
includes the consideration of internal control over financial reporting as a basis for making risk assessment and designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. An audit includes selecting and performing appropriate audit procedures based
on auditors’ judgment to gather evidence supporting the amounts and disclosures in the financial statements. An audit also includes
an assessment of the accounting principles used and significant estimates made by management, as well as an evaluation of the
overall financial statement presentation. We believe that our audits provide a sufficient and reasonable basis for our opinion.
3. Audit opinions
In our opinion based on our examinations, the (consolidated) financial statements are presented fairly, in all material respects, the
(consolidated) financial position of your company as at 31 December 2012 and the results of its (consolidated) operations and
(consolidated) cash flows for the year ended, in conformity with the ―Accounting Standards for Business Enterprises‖ and
―Accounting Systems for Business Enterprises‖ promulgated by the State.
Da Hua Certified Public Accountants LLP Certified Public Accountants：Rong Fan
（Beijing） Certified Public Accountants：JunMin Han
Beijing, P.R.China 23 April 2014
144
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
II、Financial Statements
Unit for notes to financial statements：RMB
1、Statement of Consolidated Financial Position
Prepare by：CHENGDE NANJIANG CO., LTD
Unit：RMB
Item Closing Balnace Opening Balance
Current assets：
Monetary funds 89,426,891.22 81,546,046.87
Settlement provisions
Capital lent
Transaction finance asset
Notes receivable
Accounts receivable 117,180.60
Accounts paid in advance 33,836,310.22 308,292.36
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance receivable
Interest receivable
Dividend receivable
Other receivables 4,976,108.67 28,169,019.64
Purchase restituted finance asset
Inventories 190,569,964.32 20,490,734.61
Non-current asset due within one year
Other current assets 4,478,158.24 9,000,000.00
Total current assets 322,288,900.40 139,514,093.48
Non-current assets:
Granted loans and advances
Finance asset available for sales
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 6,626,905.49
Investment property
Fixed assets 11,296,353.61 24,742,103.60
145
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Construction in progress 402,587.43
Construction in progress
Disposal of fixed asset
Productive biological asset 258,190.34
Oil and gas asset
Intangible assets 28,721,653.41 26,705,104.38
Expense on Research and Development
Goodwill 1,809,762.89
Long-term expenses to be apportioned 7,811,572.52 734,424.92
Deferred income tax asset 834,223.19 1,518,810.84
Other non-current asset
Total non-current asset 57,358,661.45 54,103,031.17
Total assets 379,647,561.85 193,617,124.65
Current liabilities:
Short-term loans
Loan from central bank
Absorbing deposit and interbank deposit
Capital borrowed
Transaction financial liabilities
Notes payable 26,000,000.00
Accounts payable 3,660,631.16 2,052,001.91
Accounts received in advance 53,821,113.16 7,120,711.50
Selling financial asset of repurchase
Commission charge and commission payable
Wage payable 6,205,363.50 6,328,453.28
Taxes payable 18,026,904.58 11,042,907.39
Interest payable
Dividend payable
Other accounts payable 36,044,983.70 52,178,378.96
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Non-current liabilities due within 1 year
146
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Other current liabilities
Total current liabilities 142,643,283.23 78,722,453.04
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 142,643,283.23 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
Reasonable reserve 76,791,550.17 76,791,550.17
Provision of general risk
Retained profit -1,029,880,318.18 -1,124,687,129.34
Balance difference of foreign currency translation
Total owner’s equity attributable to parent company 209,701,482.77 114,894,671.61
Minority interests 27,302,795.85
Total owner’s equity ( or shareholders’ equity) 237,004,278.62 114,894,671.61
Total liabilities and owner’s equity( or shareholders’ equity) 379,647,561.85 193,617,124.65
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
2、Statement of Financial Position (Parent)
Prepare by：CHENGDE NANJIANG CO., LTD
Unit：RMB
Item Closing Balance Opening Balance
Current assets:
Monetary funds 5,681,141.82 777,456.70
147
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Transaction finance asset
Notes receivable
Accounts receivable
Accounts paid in advance 25,000,000.00
Interest receivable
Dividend receivable
Other receivables 316,143.39 782,244.99
Inventories 161,600,661.40
Non-current asset due within one year
Other current assets
Total current assets 192,597,946.61 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 property
Fixed assets 1,314,384.81 666,168.02
Construction in progress
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets 15,699,628.36 16,123,971.52
Expense on Research and Development
Goodwill
Long-term expenses to be apportioned
Deferred income tax asset 750.00
Other non-current asset
Total non-current asset 169,299,432.90 119,904,439.27
Total assets 361,897,379.51 121,464,140.96
Current liabilities:
Short-term loans
Transaction financial liabilities
148
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Notes payable
Accounts payable
Accounts received in advance 40,423,500.00
Wage payable 189,016.48
Taxes payable -58,959.68 -52,171.87
Interest payable
Dividend payable
Other accounts payable 299,169,464.74 99,848,758.92
Non-current liabilities due within 1 year
Other current liabilities
Total current liabilities 339,534,005.06 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 339,534,005.06 99,985,603.53
Owner’s equity (or shareholders’ equity):
Paid-in 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
Provision of general risk
Retained profit -1,210,114,062.41 -1,210,998,899.43
Balance difference of foreign currency translation
Total owner’s equity ( or shareholders’ equity) 22,363,374.45 21,478,537.43
Total liabilities and owner’s equity( or shareholders’ equity) 361,897,379.51 121,464,140.96
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
149
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
3、Consolidated Income Statement
Prepare by：CHENGDE NANJIANG CO., LTD
Unit：RMB
Item This Period Last Period
I. Total operating income 363,952,258.89 79,512,004.22
Including: Operating income 363,952,258.89 79,512,004.22
Interest income
Insurance gained
Commission charge and commission income
II. Total operating cost 364,595,768.48 86,243,667.29
Including: Operating cost 339,083,312.47 58,424,002.63
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 3,135,115.82 4,949,457.23
Sales expenses 3,263,636.58
Administration expenses 21,000,380.87 15,939,028.09
Financial expenses 616,644.15 2,390,155.66
Losses of devaluation of asset -2,503,321.41 4,541,023.68
Add: Changing income of fair value(Loss is listed with ―-‖)
Investment income (Loss is listed with ―-‖) 164,602.55 15,731.51
Including: Investment income on affiliated company and joint venture
Exchange income (Loss is listed with ―-‖)
III. Operating profit (Loss is listed with ―-‖) -478,907.04 -6,715,931.56
Add: Non-operating income 132,325,264.45 109,415,952.53
Less: Non-operating expense 615,794.39 63,261,820.36
Including: Disposal loss of non-current asset 58,856,083.88
IV. Total Profit (Loss is listed with‖-‖) 131,230,563.02 39,438,200.61
Less: Income tax expense 31,295,705.90 6,543,831.79
V. Net profit (Net loss is listed with ―-‖) 99,934,857.12 32,894,368.82
150
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Including: Net profit of combined party realized before combination
Net profit attributable to owner’s of parent company 94,806,811.16 32,894,368.82
Minority shareholders’ gains and losses 5,128,045.96
VI. Earnings per share -- --
i. Basic earnings per share 0.13 0.05
ii. Diluted earnings per share 0.13 0.05
VII. Other consolidated income 7,104,364.09
VIII. Total consolidated income 99,934,857.12 39,998,732.91
Total consolidated income attributable to owners of parent company 94,806,811.16 39,998,732.91
Total consolidated income attributable to minority shareholders 5,128,045.96
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
4、Income Statement (Parent)
Prepare by：CHENGDE NANJIANG CO., LTD
Unit：RMB
Item This Period Last period
I. Operating income 9,631,946.56 0.00
Less: Operating cost 28,460.39 0.00
Operating tax and extras 528,000.00
Sales expenses 240,503.11
Administration expenses 7,959,458.53 4,274,037.12
Financial expenses 1,258.28 132.00
Losses of devaluation of asset 3,000.00 9,946,996.58
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 with ―-‖) 871,266.25 -14,221,165.70
Add: Non-operating income 21,920.77 1,396,018.64
Less: Non-operating expense 9,100.00 66,230.57
Including: Disposal loss of non-current asset
III. Total Profit (Loss is listed with‖-‖) 884,087.02 -12,891,377.63
Less: Income tax expense -750.00
IV. Net profit (Net loss is listed with‖-‖) 884,837.02 -12,891,377.63
151
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
V. Earnings per share -- --
i. Basic earnings per share
ii. Diluted earnings per share
VI. Other consolidated income
VII. Total consolidated income 884,837.02 -12,891,377.63
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
5、Statement of Consolidated Cash Flow
Prepare by：CHENGDE NANJIANG CO., LTD
Unit：RMB
Item This Period Last period
I. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 415,792,262.19 56,604,102.70
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 operating activities 59,481,903.92 66,559,511.34
Subtotal of cash inflow arising from operating activities 475,274,166.11 123,163,614.04
Cash paid for purchasing commodities and receiving labor service 590,408,836.19 33,226,555.77
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 8,150,877.53 2,357,550.98
152
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Taxes paid 35,021,456.47 24,864,917.67
Other cash paid concerning operating activities 46,246,028.58 67,101,247.94
Subtotal of cash outflow arising from operating activities 679,827,198.77 127,550,272.36
Net cash flows arising from operating activities -204,553,032.66 -4,386,658.32
II. Cash flows arising from investing activities:
Cash received from recovering investment 9,000,000.00
Cash received from investment income 111,230.13
Net cash received from disposal of fixed, intangible and other long-term assets 188,233,888.62 101,678,178.10
Net cash received from disposal of subsidiaries and other units
Other cash received concerning investing activities 57,429,714.65
Subtotal of cash inflow from investing activities 254,774,833.40 101,678,178.10
Cash paid for purchasing fixed, intangible and other long-term assets 11,010,284.50 1,813,769.26
Cash paid for investment 9,000,000.00
Net increase of mortgaged loans
Net cash received from subsidiaries and other units
Other cash paid concerning investing activities
Subtotal of cash outflow from investing activities 11,010,284.50 10,813,769.26
Net cash flows arising from investing activities 243,764,548.90 90,864,408.84
III. Cash flows arising from financing activities
Cash received from absorbing investment 5,000,000.00
Including: Cash received from absorbing minority shareholders’ investment by subsidiaries 5,000,000.00
Cash received from loans
Cash received from issuing bonds
Other cash received concerning financing activities
Subtotal of cash inflow from financing activities 5,000,000.00
Cash paid for settling debts 35,300,000.00 3,090,000.00
Cash paid for dividend and profit distributing or interest paying 1,030,671.89 2,414,358.33
Including: Dividend and profit of minority shareholder paid by subsidiaries
Other cash paid concerning financing activities 11,445,403.16
Subtotal of cash outflow from financing activities 47,776,075.05 5,504,358.33
Net cash flows arising from financing activities -42,776,075.05 -5,504,358.33
IV. Influence on cash and cash equivalents due to fluctuation in exchange rate -1.17
V. Net increase of cash and cash equivalents -3,564,558.81 80,973,391.02
Add: Balance of cash and cash equivalents at the period -begin 81,546,046.87 572,655.85
153
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
VI. Balance of cash and cash equivalents at the period -end 77,981,488.06 81,546,046.87
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
6、Statement of Cash Flow (Parent)
Prepare by：CHENGDE NANJIANG CO., LTD
Unit：RMB
Item This Period Last Period
I. Cash flows arising from operating activities:
Cash received from sellingcommodities and providing labor services 9,631,946.56
Write-back of tax received
Other cash received concerning operating activities 201,813,444.46 11,745,056.16
Subtotal of cash inflow arising from operating activities 211,445,391.02 11,745,056.16
Cash paid for purchasing commodities and receiving labor service 186,629,121.79
Cash paid to/for staff and workers 2,472,138.09 1,097,122.03
Taxes paid 1,621,088.68 161,236.10
Other cash paid concerning operating activities 6,302,906.34 9,036,011.24
Subtotal of cash outflow arising from operating activities 197,025,254.90 10,294,369.37
Net cash flows arising from operating activities 14,420,136.12 1,450,686.79
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 40,423,500.00
Net cash received from disposal of subsidiaries and other units
Other cash received concerning investing activities
Subtotal of cash inflow from investing activities 40,423,500.00
Cash paid for purchasing fixed, intangible and other long-term assets 769,581.00 677,248.72
Cash paid for investment 49,170,370.00
Net cash received from subsidiaries and other units
Other cash paid concerning investing activities
Subtotal of cash outflow from investing activities 49,939,951.00 677,248.72
Net cash flows arising from investing activities -9,516,451.00 -677,248.72
III. Cash flows arising from financing activities
Cash received from absorbing investment
154
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Cash received from loans
Cash received from issuing bonds
Other cash received concerning financing activities
Subtotal of cash inflow from financing 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 activities
IV. Influence on cash and cash equivalents due to fluctuation in exchange rate -1.17
V. Net increase of cash and cash equivalents 4,903,685.12 773,436.90
Add: Balance of cash and cash equivalents at the period -begin 777,456.70 4,019.80
VI. Balance of cash and cash equivalents at the period -end 5,681,141.82 777,456.70
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
7、Statement of Changes in Shareholders’ Equity (Consolidated)
Prepare by：CHENGDE NANJIANG CO., LTD
This Period
Unit：RMB
This Period
Owners’ equity attributable to parent company
Owners’
equity Minor Total
Provisio
Item attributa Less: Reasona
Capital Surplus n of Retaine sharehold owners’
ble to inventor ble Other
reserves reserves general d profit ers’ equity equity
parent y shares reserve
risk
compan
y
-1,124,6
I. Balance at the end of last 706,320 456,470, 76,791, 114,894,67
87,129.3
year ,000.00 250.78 550.17 1.61
4
Add: Change of
accounting policy
Correcting of
previous errors
155
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Other
-1,124,6
II. Balance at the beginning of 706,320 456,470, 76,791, 114,894,67
87,129.3
current year ,000.00 250.78 550.17 1.61
4
III. Changed in current 94,806,8 27,302,79 122,109,60
term(Loss is listed with ―-‖) 11.16 5.85 7.01
94,806,8 5,128,045 99,934,857
(I) Net profit
11.16 .96 .12
(II) Other consolidated income
94,806,8 5,128,045 99,934,857
Subtotal of (I) and (II)
11.16 .96 .12
(III) Owners’ input and 22,174,74 22,174,749
withdraw of share capital 9.89 .89
5,000,000
1. Capital input by owners
.00
2. Share payment accounted
into owners’ equity
17,174,74 22,174,749
3. Others
9.89 .89
(IV) Profit distribution
1. Providing of surplus reserves
2. Common risk provision
3. Dividend to owners’(or
shareholders)
4. Others
(V) Internal settlement of
owners’ equity
1. Capital reserves transferred
to share capital
2. Surplus reserves transferred
to share capital
3. Making up losses by
surplus reserves
4. Others
(VI) Reasonable reserve
1. Withdrawal in the report
period
156
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
2. Usage in the report period
(VII) Other
-1,029,8
IV. Balance at the end of this 706,320 456,470, 76,791, 27,302,79 237,004,27
80,318.1
term ,000.00 250.78 550.17 5.85 8.62
8
Last year
Unit：RMB
Last Year
Owners’ equity attributable to parent company
Owners’
equity Minor Total
Provisio
Item attributa Less: Reasona
Capital Surplus n of Retaine sharehold owners’
ble to inventor ble Other
reserves reserves general d profit ers’ equity equity
parent y shares reserve
risk
compan
y
-1,157,5
I. Balance at the end of last 706,320 449,365, 76,791, 11,171,69 86,067,630
81,498.1
year ,000.00 886.69 550.17 2.12 .82
6
Add: retroactive
adjustment arising from
enterprise combination under
same control
Add: Change of
accounting policy
Correcting of
previous errors
Other
-1,157,5
II. Balance at the beginning of 706,320 449,365, 76,791, 11,171,69 86,067,630
81,498.1
current year ,000.00 886.69 550.17 2.12 .82
6
III. Changed in current 7,104,36 32,894,3 -11,171,6 28,827,040
term(Loss is listed with ―-‖) 4.09 68.82 92.12 .79
32,894,3 32,894,368
(I) Net profit
68.82 .82
7,104,36 7,104,364.
(II) Other consolidated income
4.09 09
7,104,36 32,894,3 39,998,732
Subtotal of (I) and (II)
4.09 68.82 .91
157
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
(III) Owners’ input and -11,171,6 -11,171,69
withdraw of share capital 92.12 2.12
1. Capital input by owners
2. Share payment accounted
into owners’ equity
-11,171,6 -11,171,69
3. Others
92.12 2.12
(IV) Profit distribution
1. Providing of surplus reserves
2. Common risk provision
3. Dividend to owners’(or
shareholders)
4. Others
(V) Internal settlement of
owners’ equity
1. Capital reserves transferred
to share capital
2. Surplus reserves transferred
to share capital
3. Making up losses by surplus
reserves
4. Others
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
(VII) Other
-1,124,6
IV. Balance at the end of this 706,320 456,470, 76,791, 114,894,67
87,129.3
term ,000.00 250.78 550.17 1.61
4
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
8、Statement of Changes in Shareholders’ Equity (Parent)
Prepare by：CHENGDE NANJIANG CO., LTD
This period
158
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Unit：RMB
This Peirod
Paid-up
Less: Provision Total
Item capital(or Capital Reasonable Surplus Retained
inventory of general owners’
share reserves reserve reserves profit
shares risk equity
capital)
706,320,00 449,365,88 76,791,550 -1,210,998, 21,478,537
I. Balance at the end of last year
0.00 6.69 .17 899.43 .43
Add: Change of accounting
policy
Correcting of previous
errors
Other
II. Balance at the beginning of 706,320,00 449,365,88 76,791,550 -1,210,998, 21,478,537
current year 0.00 6.69 .17 899.43 .43
III. Changed in current
884,837.02 884,837.02
term(Loss is listed with ―-‖)
(I) Net profit 884,837.02 884,837.02
(II) Other consolidated income
Subtotal of (I) and (II) 884,837.02 884,837.02
(III) Owners’ input and withdraw
of share capital
1. Capital input by owners
2. Share payment accounted
into owners’ equity
3. Others
(IV) Profit distribution
1. Providing of surplus reserves
2. Common risk provision
3. Dividend to owners’(or
shareholders)
4. Others
(V) Internal settlement of
owners’ equity
1. Capital reserves transferred
to share capital
159
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
2. Surplus reserves transferred
to share capital
3. Making up losses by surplus
reserves
4. Others
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
(VII) Other
IV. Balance at the end of this 706,320,00 449,365,88 76,791,550 -1,210,114, 22,363,374
term 0.00 6.69 .17 062.41 .45
Last Period
Unit：RMB
Last Period
Paid-up
Less: Reasonabl Provision Total
Item capital(or Capital Surplus Retained
inventory e of general owners’
share reserves reserves profit
shares reserve risk equity
capital)
706,320,00 449,365,88 76,791,550 -1,198,107, 34,369,915
I. Balance at the end of last year
0.00 6.69 .17 521.80 .06
Add: Change of accounting
policy
Correcting of previous
errors
Other
II. Balance at the beginning of 706,320,00 449,365,88 76,791,550 -1,198,107, 34,369,915
current year 0.00 6.69 .17 521.80 .06
III. Changed in current -12,891,37 -12,891,37
term(Loss is listed with ―-‖) 7.63 7.63
-12,891,37 -12,891,37
(I) Net profit
7.63 7.63
(II) Other consolidated income
-12,891,37 -12,891,37
Subtotal of (I) and (II)
7.63 7.63
(III) Owners’ input and withdraw
160
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
of share capital
1. Capital input by owners
2. Share payment accounted
into owners’ equity
3. Others
(IV) Profit distribution
1. Providing of surplus reserves
2. Common risk provision
3. Dividend to owners’(or
shareholders)
4. Others
(V) Internal settlement of
owners’ equity
1. Capital reserves transferred
to share capital
2. Surplus reserves transferred
to share capital
3. Making up losses by surplus
reserves
4. Others
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
(VII) Other
IV. Balance at the end of this 706,320,00 449,365,88 76,791,550 -1,210,998, 21,478,537
term 0.00 6.69 .17 899.43 .43
Legal Representative: WeiMin Li Person in charge of Accounting Works：YongSheng Zhao
Person in charge of Accounting Institution：FengGuo Liu
III、Company General Information
（1）Company Background
The predecessor of ChengDe NanJiang Corporation, Ltd. (―the Company‖) was ChengDe DiXian Textile Corporation, Ltd
(―DiXian‖). According to the approval of YiGuBan(1999) No.36 issued by the People’s Government of HeBei Province, DiXian was
established in the People’s Republic of China (the ―PRC‖) and obtained the Corporate Business License from HeBei Administration
for Industry and Commerce (―CSRC‖). The initial registered capital of DiXian was RMB 100,000,000 (divided into 100,000,000
161
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
shares, one Yuan per share): ShuXian Wang contributed RMB 85,100,000, accounting for 85.1% of the total; HeBei province
ChengDe County North Industrial Company contributed RMB 7,564,400, accounting for 7.56% of the total; ZhengSong Wang
contributed RMB 5,444,400, accounting for 5.44% of the total; ChengDe LongFeng Cosmetic Co., Ltd. contributed RMB 945,600,
accounting for 0.95% of the total; Chengde County Board Town of Red Star plastic products factory contributed RMB 945,600,
accounting for 0.95% of the total.
According to the issue [2000] 121 by the China Securities Regulatory Commission on August 29, 2000, the company issued
100,000,000 foreign capital stocks listed in China (hereinafter referred to as the " B ―) on September 19, 2000 on Shenzhen stock
exchange; and excised the overallotment option to increase issuing 15,000,000 B shares from September 29 to October 29, 2000. The
registered capital of the company after the issuance of B shares was RMB 215,000,000, and was divided into 215,000,000 shares
with one Yuan of face value per share.
According to the resolution of the shareholder’s meeting on March 12, 2002, The Company allotted 43,000,000 bonus shares to all of
the shareholders according to the proportion of 2 free shares for every 10 shares, and meanwhile increased 107500000 shares to all of
the shareholding by transferring from capital reserve according to 5 shares free for every 10 shares. The registered capital of the
company was changed to RMB 365,500,000 after it allotted bonus shares and increased by transferring.
According to the resolution of the shareholder’s meeting on July 22, 2003, The Company allotted 73,100,000 bonus shares to all of
the shareholders according to the proportion of 2 free shares for every 10 shares, and the registered capital of the company was
changed to RMB 438,600,000 after such bonus shares were allotted.
On March 11, 2004, approved by the Ministry of Commerce of the People's Republic of China, the company was allowed to be
changed to Foreign-Funded Joint Stock Companies Limited.
On July, 2004, the company increased 150,000,000 B shares directionally, during which 91,300,000 shares were subscribed in HK$,
and another 58,700,000 shares were subscribed in RMB, upon check by China Securities Regulatory Commission with the issue
[2004] No.101.
According to the resolution of the shareholder’s meeting on June 8, 2006, The Company allotted 117,720,000 bonus shares to all of
the shareholders according to the proportion of 2 free shares for every 10 shares,
On August 4, 2008, according to the judgment ruled by Shenzhen Intermediate People's court, 112,324,800 sponsor shares held by
ShuXian Wang was compensated to Rong Chen for RMB 45,491,544 Yuan, and on August 15, 2008, 96,000,000 sponsor shares held
by ShuXian Wang was compensated to Rong Chen for RMB 38,880,000 Yuan according to the judgment ruled by Dalian
Intermediate People's court.
On November 11, 2009, according to ―reply to the approval of capital increase, and change of share as well as name of Chengde
DiXian Knitting Co., Ltd‖ with No.143 [2009] by Bureau of Commerce of Hebei Province, it agreed that the company increased
150,000,000 foreign shares listed in China in 2004 and allotted 2 bonus shares free for every 10 shares in 2006; and it agreed that
208324800 shares of DiXian stock held by ShuXian Wang. DiXian was changed to Rong Chen; as well as the name of the company
changed to Chengde DaLu Co., Ltd. The total share capital was 706,320,000 shares and the registered capital of the company was
RMB 706,320,000 Yuan after the company increased and allotted, which has been validated by ZhongLei CPA Co., Ltd, who
provided the capital verification report with [2010] No. 10009.
On 23 Aug 2011, the company renewed its Corporate Business License that was issued by HeBei Administration for Industry and
Commerce. The new registration number was 130000400001225. Both registered capital and paid-in capital are RMB 706,320,000.
The company type was a foreign joint stock limited company.
On 6 April 2012, an equity transfer agreement was signed between corporate shareholder Rong Chen and Dong Wang. According to
the agreement, Rong Chen transferred 208,324,800 shares, which occupied 29.49% of the total share capital, to Dong Wang. After
the transfer of equity, Shareholders proportion of capital contribution was: Dong Wang (RMB 208,324,800, accounted for 29.49%);
HeBei province ChengDe County North Industrial Company (RMB 18,517,651, accounted for 2.62%); ChengDe City LongFeng
Cosmetic company (RMB 2,314,829, accounted for 0.33%); Chengde County Board Town of Red Star plastic products factory
(RMB 2,314,829, accounted for 0.33%), shareholders of domestically listed foreign shares (RMB 461,520,000, accounted for
162
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
65.34%).
On 19 September 2012, with the authorization of HeBei Administration for Industry and Commerce, the company name was changed
from ChengDe DaLu Corporation, Ltd. to ChengDe NanJiang Corporation, Ltd.
(2)Nauture of Business：
The company major in real estate development and management; Subsidiaries engage in real estate development、international
trading and ecological agriculture planting and breeding.
(3)Business scope：
New energy、R&D of new material product、sales and technology promotion、technology service；R&D of modern agricultural
production、technology promotion service, wholesale of ecological agricultural products; International trading of products and
technology; project HuiJingTianDi (2013-12、2013-13) : the development and construction of common residence and supporting
commercial facilities based on two land、sales and operation; property management.
(4) Major products and labour service
Sales of real estate、plastic raw material trading and sales of products of ecological agriculture planting and breeding.
(5) Fundamental structure of the company
The highest authority is board minutes and the company adopts the managerial responsibility system. According to requirements
from the business, the company set up Securities Department, AdministrativeDepartment, Human Resource Department, Financial
Department, Auditing Department, Sales Department, Research and Development Department.
IV、Significant accounting policies, accounting estimates
1、Basis for preparation of financial statements
The financial statements of the company have been prepared based on going concern assumption and actual transactions and events
occurred. It is prepared in accordance with the requirements of ―Accounting Standards for Business Enterprises - Basic Standard‖
and 38 Specific Standard issued by the Ministry of Finance of 15 February 2006 (revised in 2010), and application guidance,
illustrations to the standards and related pronouncements.
2、Statement of Compliance
The accounts of the Company have been prepared in accordance with the Chinese Accounting System for Business Enterprises and
Chinese Accounting Standard for Business Enterprises.
3、Fiscal Year
The Company has adopted the calendar year as its accounting year, i.e. From 1 January to 31 December.
4、Bookkeeping Currency
The reporting currency of the Company is Renminbi (RMB).
163
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
5、Accounting treatments for a business combination involving enterprises under and not under common
control
（1）Business combination involving entities under common control
A business combination involving enterprises under common control is a business combination in which all of the combining
enterprises are ultimately controlled by the same party or parties both before and after the combination, and that control is not
transitory. For a business combination involving enterprises under common control, the party that, on the combination date, obtains
control of another enterprise participating in the combination is the absorbing party, while that other enterprise participating in the
combination is a party being absorbed. Combination date is the date on which the absorbing party effectively obtains control of the
party being absorbed. The assets and liabilities obtained are measured at the carrying amounts as recorded by the enterprise being
combined at the combination date. The difference between the carrying amount of the net assets obtained and the carrying amount of
consideration paid for the combination (or the total face value of shares issued) is adjusted to the capital premium (or share premium)
in the capital reserve. If the balance of the capital premium (or share premium) is insufficient, any excess is adjusted to retained
earnings. The cost of a combination incurred by the absorbing party includes any costs directly attributable to the combination shall
be recognized as an expense through profit or loss for the current period when incurred.
（2）Business combination involving entities not under common control
A business combination involving enterprises not under common control is a business combination in which all of the combining
enterprises are not ultimately controlled by the same party or parties both before and after the business combination. For a business
combination not involving enterprises under common control, the party that, on the acquisition date, obtains control of another
enterprise participating in the combination is the acquirer, while that other enterprise participating in the combination is the acquiree.
Acquisition date is the date on which the acquirer effectively obtains control of the acquiree. For a business combination not
involving enterprise under common control, the combination cost including the sum of fair value, at the acquisition date, of the assets
given, liabilities incurred or assumed, and equity securities issued by the acquirer. The intermediary expenses incurred by the
acquirer in respect of auditing, legal services, valuation and consultancy services etc and other associated administrative expenses
attributable to the business combination are recognized in profit or loss when they are incurred. The transaction cost arose from
issuing of equity securities or liability securities shall be initially recognized as equity securities or liability securities. The contingent
consideration related to the combination shall be booked as combination cost at the fair value at the acquisition date. If, within the 12
months after acquisition, additional information can prove the existence of related information at acquisition date and the contingent
consideration need to be adjusted, goodwill can be offset.
Combination cost of the acquirer’s interest and identifiable net assets of the acquirer acquired through the business combination shall
be measured by the fair value at the acquisition date. Where the cost of combination exceeds the acquirer’s interest in the fair value
of the acquiree’s identifiable net assets, the difference shall be recognized as goodwill. Where the cost of combination is less than the
acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference shall be accounted for according to the
following requirements: (i) the acquirer shall reassess the measurement of the fair values of the acquiree’s identifiable assets,
liabilities and contingent liabilities and measurement of the cost of combination; (ii) if after that reassessment, the cost of
combination is still less than the acquirer’s interest in the fair values of the acquiree’s identifiable net assets, the acquirer shall
recognize the remaining difference immediately in profit or loss for the current period. Where the temporary difference obtained by
the acquirer was not recognized due to inconformity with the conditions applied for recognition of deferred income tax, if, within the
164
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
12 months after acquisition, additional information can prove the existence of related information at acquisition date and the expected
economic benefits on the acquisition date arose from deductible temporary difference by the acquiree can be achieved, relevant
income tax assets can be recognized, and goodwill offset. If the goodwill is not sufficient, the difference shall be recognized as profit
of the current period. Apart from above, the differences shall be taken into profit or loss of the current period if the recognition of
deferred income tax assets is related to the combination.
For business combination involving entities not under common control achieved through multiple transactions (acquistion in stages),
the multiple agreements are assessed to determine whether they should be viewed as a whole with reference the conditions stipulated
by the Notice of the Ministry of Finance on the No. 5 Explanation of Enterprise Accounting Standards (Cai Kuai [2012] No. 19).
Where multiple agreements of an acquisition in stages are viewed as a whole, the accounting treatment for the multiple agreements
shall be performed in accordance with the previous paragraphs and, where multiple agreements of an acquistion in stages fail the
conditions of CaiKuai[2012] No. 19, the accounting treatments shall be perfomed as follow.
For the purpose of the separate financial statements, the cost of acquistion is measured as the sum of the carrying amount of
investment in the investee immediately prior to the acquistion and the consideration for the addition investment. Cumulative other
comprehensive income relevant to the investment recognised prior to the acquistion is reclassfied to profit or loss as investment
income at the time of acquistion. For the purpose of the consolidated financial statements, the investment in the investee prior to the
acquisition is remeasured by fair value, difference between the acquistion date fair value of the investment in the investee prior to the
acquisition and its carrying amount is recognised in profit or loss as investment income at the time of acquistion. Cumulative other
comprehensive income relevant to the investment recognised prior to the acquistion is reclassfied to profit or loss as investment
income at the time of acquistion.
6、Account treatment from disposal (subsidiary) in stages to lost control
（1）Recognition of multiple transactions
Where loss of control over a subsidiary results from multiple transactions (agreements), asssessment shall be made as to whether the
multiple agreements shall be viewed as a whole as a single transaction.
（2）Accounting treatment for multiple transactions
Multiple agreements giving rise to loss of control over a subsidiary is generally viewed as a whole as a single transaction if the terms,
conditions and economic implications of the multiple agreements satisfy one or more of the following conditions: 1) the agreements
are entered into simultaneously or taking into account the implication of each other; 2) the business objective cannot be achieved
without successful completion of all the agreements; 3) the occurrence of one agreement is dependent on the result of at least another
one agreement; and/or 4) any one single agreement is not recognized as economic and the agreements as a whole is economic. Where
multiple agreements do not satisfy the conditions of being viewed as a single transaction, each agreement shall be treated and
accounted for in accordance with the provisions of disposal of long-term equity investments not resulting loss of control or loss of
control due to disposal of shares or other events.
（3）Accounting treatment for single transactions
Where multiple agreements satisfy the conditions of being viewed as a single transaction, each agreement shall be treated and
accounted for as a transaction which results in loss of control; differences between the consideration for disposals prior to loss of
control and the net assets proportionate to the shares disposed prior to loss of control are recognized as other comprehensive income
in the consolidated financial statements and transferred to profit or loss at the time of loss of control.
165
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
7、Consolidated financial statements
（1）Preparation of consolidated financial statements
The financial statements are prepared on the basis of control, and the scope of the consolidated financial statements includes the
company and all of its subsidiaries.
If the accounting policy or the accounting period is different between the subsidiaries and the company, it is necessary to adjust the
financial statements of the subsidiaries according to the accounting policy or accounting period of the company at the preparation of
the consolidated financial statements.
For the subsidiaries acquired from the business combination not under the same control, it shall adjust the individual financial
statements based on its fair value of the identifiable net assets at the acquisition date; for the subsidiaries acquired from the business
combination under the same control, it shall be regarded as the reporting entity formed after combination and continues to exist
integrally from the control by the final controlling party comes into operation, and it shall adjust the beginning amount of the
consolidated balance sheet, as well as the related items of the comparative financial statements at the same time.
（2）Accounting treatment for the disclosure of equity of the same subsidiary that purchase and then sell
back in two consecutive fiscal year
8、Cash & Cash Equivalents
Cash and cash equivalents included in cash-flow statement are short-term(within three months of maturity since purchase date),
highly liquid investments that are readily convertible to known amounts of cash and subject to limited risk on changes in value.
9、Foreign Currency Translation
（1）Transaction in foreign currency
Transactions denominated in foreign currencies are translated into the reporting currency at the spot exchange rates prevailing on the
day when the transactions take place.
Monetary assets denominated in foreign currency at the balance sheet date are translated at the spot exchange rate, and the exchange
difference arising from the different spot exchange date at the balance sheet date and at the initial recognition or the previous balance
sheet date shall be recorded into finance expenses; the non-monetary items denominated in foreign currency stated at its historical
cost shall be translated at the spot exchange rate on the day when the transactions take place; and non-monetary item denominated in
foreign currency stated at its fair value shall be translated at the spot exchange date on the day when the fair value is determined, and
the difference between the amount in reporting currency after translation and the carrying amount in original reporting currency shall
be recorded into current profit and loss as income from changes in fair value, and the exchange difference related to non-monetary
items in foreign currency available for sale shall be recorded into capital reserves.
（2）Translation of financial statements denominated in foreign currencies
Translation of items in foreign currency at the balance sheet date: the assets and liabilities in the balance sheet shall be translated at
166
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
the spot exchange rate at the balance sheet, and the items of owner’s equity except ―undistributed profit‖ shall be translated at the
spot exchange rate on occurrence. The income and expense in the income statement shall be translated at the spot exchange date on
the day when the transactions take place.
When the consolidated financial statement is prepared, the converted difference in foreign currency statements shall be listed singly
as ―translation reserve‖ under the owner’s equity in the consolidated balance sheet.
10、Financial instruments
"Financial instruments" refers to the financial assets of the business and constitute the financial liability or equity instruments of
other business
（1）Classification of financial instruments
The financial assets and financial liabilities of the company are divided into five types at the initial recognition: Financial asset
measured by fair value and which change is recorded into current profit and loss, Held-to-maturity investment, accounts receivable,
financial assets available for sale and other financial liabilities.
（2）Recognition and Measurement of Financial Instruments
The financial assets or financial liabilities are stated at their fair value at initial recognition. For the financial assets and liabilities
measured at their fair values and of which the variation is recorded into the profits and losses of the current period, the transaction
expenses thereof shall be directly recorded into the profits and losses of the current period, and the related transaction expenses of
other kinds of financial assets or financial liabilities is recorded into its initial recognition amount.
①The financial assets and liabilities measured at their fair values and of which the variation is recorded into the profits and losses of
the current period
The financial assets or liabilities which are measured at their fair values and the variation of which is recorded into the profits and
losses of the current period, including transactional financial assets and liabilities and the financial assets and liabilities which are
measured at their fair values and of which the variation is included in the current profits and losses; the transactional financial assets
refers to the stock, bonds, fund and the derivative instruments not as effective hedging instrument or the assumed financial liabilities
to be repurchased in the near future; the financial assets and liabilities which are measured at their fair values and of which the
variation is included in the current profits and losses is mainly designated on the basis of risk management and strategic investment.
Subsequent measurement shall be carried through for these financial assets or financial liabilities at their fair value. All realized and
unrealized profit and loss of these financial assets or financial liabilities shall be recorded into current profit and loss except those as
effective hedging instruments.
② Held-to-maturity investment
"Held-to-maturity investment" refers to a non-derivative financial asset with the maturity date being fixed, the repayment being fixed
or confirmed and the company has a clear purpose or is capable to hold to maturity.
Effective interest method is adapted to measure held-to-maturity investment at the post-amortization cost during the holding period.
The gains and loss arising from the impairment, amortization or recognition termination of held-to-maturity investment shall be
recorded into current profit and loss. The balance between the price obtained and the carrying amount of the investment shall be
recorded into investment income when held-to-maturity investment is disposed.
③ Accounts receivable
―Accounts receivable‖ is the claims of the sale of goods or rendering of service, including accounts receivable, other receivables and
167
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
long-term receivables.
The accounts receivable shall be recognized initially at the price stipulated in the contract or agreement to be received from the
purchaser and it is measured at the post-amortization cost using the effective interest method. The balance between the price obtained
and the carrying amount of the accounts receivable shall be recorded into current profit and loss at recovery and disposal.
④ Financial assets available for sale
Financial assets available for sale refers to the non-derivative financial assets available for sale designated at initial recognition, and
the financial assets except those three kinds of financial assets above. Subsequent measurement shall be carried through for such kind
of financial assets at their fair value, and the discount and premium shall be amortized using effective interest method and recognized
as interest income. The change in the fair value of the financial assets available for sale shall be recognized as the independent part of
capital reserve when the said financial assets is stopped from recognition or is impaired with the exception of the impairment loss and
the exchange difference arising from the monetary financial assets in foreign currency which shall be recorded into current profit and
loss, and the accumulative gains or loss recorded into capital reserve before shall be transferred into current profit and loss. The
dividends or interest income related to the financial assets available for sale shall be recorded into current profit and loss.
⑤ Other financial liabilities
Other financial liabilities refer to the financial liabilities which isn’t designated to be measured by fair value and which change is
recorded in current profit and loss.
Other liabilities are measured at the post-amortization cost or cost. The gains or loss arising from the amortization and the
recognition termination of the other liabilities shall be recorded into current profit and loss.
（3）Recognition and measurement for transfer of financial assets
①Where the company has transferred nearly all of the risks and rewards related to the ownership of the financial asset to the
transferee; Or it does not transfer or retain nearly all of the risks and rewards related to the ownership of a financial asset but gives up
its control over the financial asset, it shall stop recognizing the financial asset.
②If the transfer of an entire financial asset satisfies the conditions for stopping recognition; the difference between the amounts of
the following two items shall be recorded in the profits and losses of the current period:
A. The book value of the transferred financial asset
B. The sum of consideration received from the transfer and the accumulative amount of the changes of the fair value originally
recorded in the owner's equities.
③If the transfer of partial financial asset satisfies the conditions to stop recognition, the entire book value of the transferred financial
asset shall, between the portion whose recognition has been stopped and the portion whose recognition has not been stopped, be
apportioned according to their respective relative fair value, and the difference between the amounts of the following two items shall
be included into the profits and losses of the current period:
A. The book value of the portion whose recognition has been stopped;
B. The sum of consideration of the portion whose recognition has been stopped, and the portion of the accumulative amount of the
changes in the fair value originally recorded in the owner's equities which is corresponding to the portion whose recognition has been
stopped
④ If the transfer of the financial asset doesn’t satisfy the condition to stop the recognition, it shall continue to recognize the financial
asset and shall recognize the consideration it receives as a financial liability.
⑤ If the company is continuously involved in the transferred financial asset, it shall recognize a financial asset according to the
extent of its continuous involvement in the transferred financial asset, and recognize a financial liability at the same time.
168
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（4）Recognition for termination of financial liabilities
Only when the prevailing obligations of a financial liability are relieved in all or in part may the recognition of the financial liability
be terminated in all or partly.
（5）Determination method for the fair value of financial assets and financial liabilities
①As for the financial assets or financial liabilities for which there is an active market, the quoted prices in the active market shall be
used to determine the fair values thereof.
②Where there is no active market for a financial instrument; the company shall adopt value appraisal techniques to determine its fair
value.
（6）Provision for impairment of financial assets (except accounts receivable)
The company shall carry out an inspection, on the balance sheet day, on the carrying amount of the financial assets (except accounts
receivable). Where there is any objective evidence proving that such financial asset has been impaired, an impairment provision shall
be made.
①Held-to-maturity investment
The loss on impairment shall be determined according to the balance of the carrying amount and the present value of the predicted
future cash flow. It is accounted for according to the measurement method for loss impairment of accounts receivable.
If there is any objective evidence proving that the value of the said financial asset has been restored, and it is objectively related to
the events that occur after such loss is recognized, the impairment loss as originally recognized shall be reversed and be recorded into
the profits and losses of the current period. However, the reversed carrying amount shall not be any more than the post-amortization
costs of the said financial asset on the day of reverse under the assumption that no provision is made for the impairment.
② Financial assets available for sale
If there is any objective evidence proving that the fair value of the financial assets available for sale drops significantly or not
contemporarily, it can recognize that such financial assets available for sale has been impaired, and shall recognize loss on
impairment. Where the financial asset available for sale is impaired, the accumulative losses arising from the decrease of the fair
value of the owner’s equity which was directly included shall be transferred out at the same time when the impairment loss is
recognized and recorded into the profits and losses of the current period. The said accumulative loss transferred out equals the
balance of the initial acquisition cost of the financial asset available for sale deducting the reversed principal, the amortized amount,
current fair value and the impairment loss that has been recorded into profit and loss originally.
As for the sellable debt instruments whose impairment losses have been recognized, if, within the accounting period thereafter, the
fair value has risen and are objectively related to the subsequent events that occur after the originally impairment losses were
recognized, the originally recognized impairment losses shall be reversed and be recorded into the profits and losses of the current
period. The impairment losses incurred to a sellable equity instrument investment shall not be reversed through profits and losses.
169
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（7） If the undue held-to-maturity investments classified as available-for-sale financial assets, explanation
for intention to hold or capacity changed
11、Receivables & Provision for Bad Debts
（1）Individually significant amounts of accounts receivable accrued bad debt provision
Recognition Criterion for individually
receivables with more than RMB 1 million
significant amounts
The Group should make the impairment test separately or in combination and accrue the
bad debt provisions which shall be recorded into current profit or loss at the end of the
The accruing method of the receivables
period. If there is defined evidence for the receivables not to or not likely to be received,
with individually significant amounts:
which shall be recognized as the loss of bad debt and write off the accrued bad debts
provisions after going through the approval procedure of the Group.
（2）Accounts receivable accrued bad debt provision by portfolio
Portfolio name Method for bad debt provision Basis for determining the portfolio
receivables with more than RMB 1 million, no evidence for the
accounting aging analysis receivables not to or not likely to be received; receivables with not
Aging of the receivables
method more than RMB 1 million accrue bad debt through accounting aging
analysis method.
In the portfolio, receivable that accrue bad debt through accounting aging analysis method
√ Applicable □ Not applicable
Aging Receivables accrue ratio (%) Other receivables accrue ratio (%)
Within 1 year 5% 5%
1-2 years 20% 20%
2-3 years 50% 50%
Over 3 years 100% 100%
In the portfolio，receivable that accrue bad debt through balance percentage method
□ Applicable √ Not applicable
In the portfolio，receivable that accrue bad debt through other method
□ Applicable √ Not applicable
（3）Individually insignificant amount accounts receivable but accrued bad debt provision
Where there are obvious evidences suggesting impairment: debtor has been log-out,
Reasons for accruing bad debt provision bankruptcy, minus net asset, significant poor cash flow and significant nature disaster
individually leads to discontinue production and the debtors could not pay for the debts within the
foreseeable time.
170
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
The Group should make the impairment test separately or in combination and accrue
the bad debt provisions which shall be recorded into current profit or loss at the end
Methods for accruing bad debt of the period. If there is defined evidence for the receivables not to or not likely to be
received, which shall be recognized as the loss of bad debt and write off the accrued
bad debts provisions after going through the approval procedure of the Group.
12、Inventories
（1）Classification
Inventory means the materials, Auxiliary Material, spare parts for repair, revolving materials, merchandise inventory,
work-in-process under production, finished goods, development cost and products to be developed etc. the development cost includes
the land cost, construction cost and other cost related to real estate development under construction; the product to be developed
refers to the land purchased and prepared to be developed into real estate development.
（2）Cost of inventories transferred out
Cost of inventories transferred out is calculated using the weighted average method. Development project is adopted specific
accounting method.
（3）Basis for determining the net realisable value of inventories and provision methods for decline in value
of inventories
Inventories are initially measured at cost. Cost of inventories comprises all costs of purchase, costs of conversion and other
expenditures incurred in bringing the inventories to their present location and condition. In addition to the purchasing cost of raw
materials, work in progress and finished goods include direct labour costs and an appropriate allocation of production overheads.
At the balance sheet date, inventories are carried at the lower of cost and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to completion and the
estimated expenses and related taxes necessary to make the sale. The net realisable value of materials held for use in the production is
measured based on the net realisable value of the finished goods in which they will be incorporated. The net realisable value of the
quantity of inventory held to satisfy sales or service contracts is measured based on the contract price. If the quantities held by the
Group are more than the quantities of inventories specified in sales contracts, the net realisable value of the excess portion of
inventories is measured based on general selling prices.
Any excess of the cost over the net realisable value of each category of inventories is recognised as a provision for diminution in the
value of inventories, and is recognised in profit and loss.
（4）Inventory system
The Group maintains a perpetual inventory system.
171
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（5）Amortisation methods for consumables including low-value consumables and packaging materials
Consumables including low-value consumables and packaging materials are amortised in full when received for use. The amounts of
the amortisations are included in the cost of the related assets or recognised in profit or loss for the current period.
13、Long-term equity investments
（1）Determination of Investment cost
For a business combination involving enterprises under common control, the initial investment cost of the long-term equity
investment shall be carrying value of the absorbing party’s share of the shareholder’s equity of the party being absorbed at the date of
combination. For a business combination not involving enterprise under common control, the combination cost including the sum of
fair value, at the acquisition date, of the assets given, liabilities incurred or assumed, and equity securities issued by the acquirer. The
intermediary expenses incurred by the acquirer in respect of auditing, legal services, valuation and consultancy services etc and other
associated administrative expenses attributable to the business combination are recognized in profit or loss when they are incurred.
The transaction cost for the equity securities or liability securities issued by the acquirer in the business combination shall be
recognized as initial amount of equity security or liability. The equity investments other than the long-term equity through
combination shall be initially measured by cost. The cost shall be recognized to the difference in the way of acquisition of long-term
equity investment. Theses ways include the cash purchase price the Companythe Company actually paid, the fair value of equity
security issued by the Companythe Company, value specified in the investment contract or agreement, the fair value or carrying
value of the asset out in the transaction of non-monetary asset exchanges, and the fair value of the long-term equity investment.
Expenses, taxes and other necessary expenditures directly attributable to the acquisition of long-term equity investment are taken into
investment cost.
（2）Subsequent Measurement
Cost method shall be adopted in a long-term equity investment where the investing enterprise does not have common control or
significant influence over the investee, the investment is not quoted in an active market and its fair value cannot be measured reliably.
Where an investing enterprise can exercise common control or significant influence over the investee, a long-term investment shall
be accounted for using the equity method. When an investing enterprise can no longer exercise joint control or common control nor
significant influence over the investee, and its fair value cannot be measured reliably, a long-term investment shall be counted as
financial asset ready-for trade. A long-term equity investment where cost method is adopted in the Company’s financial statements
can exercise controls over the investee.
1) Cost method of accounting for long-term equity investments
Under the cost method, a long-term equity investment is measured at initial investment cost. Except for cash dividends or profits
declared but not yet paid that are included in the price or consideration actually paid upon acquisition of the long-term equity
investment, investment income is recognized in the period in accordance with the attributable share of cash dividends or profit
distributions declared by the investee.
2) Equity method of accounting for long-term equity investments
Where the initial investment cost of a long-term equity investment exceeds the investing enterprise’s interest in the fair values of the
investee’s identifiable net assets at the time of acquisition, no adjustment shall be made to the initial investment cost. Where the
initial investment cost of a long-term equity investment is less than the investing enterprise’s interest in the fair values of investee’s
identifiable net assets at the time of acquisition, the difference shall be charged to profit or loss for the current period, and the cost of
the long-term equity investment shall adjusted accordingly. Under the equity method, the Company recognizes its share of the net
172
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
profit or loss of the investee for the period as investment income or loss for the period. The Group recognizes it share of the
investee’s net profit or loss based on the fair value of the investee’s individual separately indentible assets, etc at the acquisition date
after making appropriate adjustments to confirm with the Company’s accounting policies and accounting period. Unrealized profits
or losses resulting from the Company’s transactions with its associates and joint ventures are recognized as investment income or loss
to the extent that those attributable to the Company’s equity interest are eliminated. However, unrealized losses resulting from the
Company’s transactions with its investees on the transferred assets, in accordance with "Accounting Standards for Enterprises No. 8 -
Impairment of Assets", are not eliminated. Changes in owners’ equity of the investee other than net profit or loss are correspondingly
adjusted to the carrying amount of the long-term equity investment, and recognized as other compressive income which is included in
the capital reserve. When the investee is recognized net losses, reduce the carrying value of long-term equity investments and
long-term equity of net investment (in substance) in investee to zero. In addition, the Company has the obligations on additional
losses, then the expected obligation as estimated liabilities and included in the current investment losses. Where the net profit from
investee units, restoration confirm the amount of revenue sharing after offset the amount of unrecognized loss sharing. For long-term
equity investments in associates and joint ventures which had been held by the Company before its first time adoption of Accounting
Standards for Business Enterprises, where the initial investment cost of a long-term equity investment exceeds the Company’s
interest in the investee’s net assets at the time of acquisition, the excess is amortized and is recognized in profit or loss on a straight
line basis over the original remaining life.
3) Acquisition of minority interest
The difference between newly increased equity investment due to acquisition of minority interests and portion of net asset
cumulatively calculated from the acquisition date is adjusted as capital reserve. If the capital reserve is not sufficient to absorb the
difference, the excess are adjusted against returned earnings.
4) Disposal of long-term equity investment
Where the parent company disposes long-term investment in a subsidiary without a change in control, the difference in the net asset
between the amount of disposed long-term investment and the amount of the consideration paid or received is adjusted to the owner’s
equity. On disposal of a long-term equity investment, the difference between the proceeds actually received and receivable and the
carrying amount is recognized in profit or loss for the period. For along-term equity investment accounted for using the equity
method, the amount included in the owners’ equity attributable to the percentage interest disposed is transferred to profit or loss for
the period. For any retained interest, it shall be subsequently measured according to the related accounting policies in regard of
long-term equity investments or financial assets as described above if its carrying amount is recognized as long-term equity
investments or other related financial assets. Retroactive adjustment is made on the basis of relevant policies if the retained interests
are settled from cost method to equity method.
（3）Recognition of investee under common control or significant influence
Control is the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its operating
activities. Common control is the contractually agreed sharing of control over an economic activity, and exists only when the
strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control.
Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or
joint control over those policies. When determining whether an investing enterprise is able to exercise control or significant influence
over an investee, the effect of potential voting rights of the investee held be the investing enterprise or other parties that are currently
exercisable or convertible shall be considered.
（4）Impairment testing methods and recognition of impairment provision
The company assesses the long-term equity investment at the balance sheet date whether there is any indication of impairment. If any
173
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
indication exists that an asset may be impaired, the enterprise shall estimate its recoverable value of the asset. If the recoverable value
of the asset is less than its carrying amount, a provision for impairment loss of the asset is recognized accordingly. Once an
impairment loss is recognized, it shall not be reversed in a subsequent period.
14、Investment properties
Investment properties are properties held either to earn rental income or for capital appreciation or for both. Cost model: investment
properties-leasing properties adopt the identical depreciation accounting policy as fixed assets. Investment properties-leasing rights
of land usage adopt the identical amortization accounting policy as intangible assets. If potential impairment of investment property
exists, estimation of its net realisable value shall be made. Recognizing impairment loss where net realisable value below its book
value. Once an impairment loss is recognised, it is not reversed in a subsequent period.
Investment properties are depreciated (amortized) using the straight-line method to allocate the cost of the assets to their estimated
useful lives. For the investment properties being provided for impairment loss, the related depreciation (amortization) charge is
prospectively determined based upon the adjusted carrying amounts over their remaining useful lives. The estimated useful lives,
residual rates and annual depreciation (amortization) rates are as follows:
Items Useful Lives Residual Rates (%) Annual Depreciation Rates (%)
land usage rights 50 0%-10% 1.80%
House and Building 20-28 0%-10% 3.56%-4.50%
15、Fixed assets
（1）Recognition of fixed assets
Fixed assets are the tangible assets with service life of more than one year held for production of goods, rendering of service, lease or
operating management. Fixed assets shall be confirmed while following conditions can all be met:
①The economic interest related to the fixed assets will most likely flow into the company；
②The cost of the fixed assets can be measured reliably.。
（2）Recognition and measurement of finance lease
（3）Depreciation policy for different classifications of fixed assets
Fixed assets are depreciated using the straight-line method to allocate the cost of the assets to their estimated useful lives. For the
fixed assets being provided for impairment loss, the related depreciation charge is prospectively determined based upon the adjusted
carrying amounts over their remaining useful lives.
The estimated useful lives, residual rates and annual depreciation rates are as follows:
Items Useful Lives Residual Rates (%) Annual Depreciation Rates (%)
House and Building 20.00-28.00 5% 3.56-4.50
Machinery equipment 4.00-5.00 5% 18.00-22.04
174
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Electronic equipment 4.50-5.00 5% 18.00-22.04
Transportation equipment 5.00-20.00 5% 6.33-23.75
（4）Impairment testing methods and recognition of impairment provision for fix assets
The company assesses the fix assets at the balance sheet date whether there is any indication of impairment. If any indication exists
that an asset may be impaired, the enterprise shall estimate its recoverable value of the asset. If the recoverable value of the asset is
less than its carrying amount, a provision for impairment loss of the asset is recognized accordingly. Once an impairment loss is
recognized, it shall not be reversed in a subsequent period.
（5）Other Notes
16、Construction in Progress
（1）Type of construction in progress
Construction in progress is classified by projects.
（2）The standard and time point for construction in progress transferred to fixed assets
For construction in progress, the Company shall make all the expenditures for this asset to reach usable condition as the account
value of the fixed assets. For the fixed assets reaching usable condition but not preparing the final account for completion, the
Company shall, since the date of reaching usable condition, transfer the estimated value into fixed assets according to project budget
and cost or actual cost of the project and appropriate the provision for depreciation according to the Company's policy for
depreciation of fixed assets; after the procedure for final account for completion has been ended, the Company shall adjust the
original temporarily estimated value as per actual cost, but not adjust the original appropriated provision for depreciation.
（3）Impairment testing methods and recognition of impairment provision for construction in progress
The company assesses the construction in progress at the balance sheet date whether there is any indication of impairment. If any
indication exists that an asset may be impaired, the enterprise shall estimate its recoverable value of the asset. If the recoverable value
of the asset is less than its carrying amount, a provision for impairment loss of the asset is recognized accordingly. Once an
impairment loss is recognized, it shall not be reversed in a subsequent period.
17、Borrowing Cost
（1）Recognition principles on capitalisation of borrowing cost
The Group should capitalizes the borrowing cost directly attributable to the acquisition, construction or production of a qualifying
asset and record borrowing cost into cost of related asset. The Group should recognize the other borrowing cost as the current
expense and charged it as profit and loss of current period. A qualifying asset refers to fixed asset, investment property and inventory
need be constructed for so long time to its intended use or sale.
175
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（2）Duration of capitalisation of borrowing cost
When expenditures and borrowing cost are being incurred, and activities that are necessary to put the asset available for use or sale
are in progress, the capitalisation of borrowing costs as part of the cost of a qualifying asset should commence.
（3）Suspension of duration of capitalisation
（4）Measurement of borrowing cost
As for specifically borrowed loans for the acquisition and construction or production of assets eligible for capitalization, the
to-be-capitalized amount of interests shall be determined as the difference of the actual cost incurred of the specially borrowed loan
at the present period minus the income of interests earned on the unused borrowing loans as a deposit in the bank or as a temporary
investment. Where a general borrowing is used for the acquisition and construction or production of assets eligible for capitalization,
the Group shall calculate and determine the to-be-capitalized amount of interests on the general borrowing by multiplying the
weighted average asset disbursement of the part of the accumulative asset disbursements minus the general borrowing by the
capitalization rate of the general borrowing used. The capitalization rate shall be calculated and determined at the weighted average
interest rate of the general borrowing.
18、Biological Assets
The biological assets in the company are consumptive biological assets and productive biological assets. Consumptive biological
assets include baby breeding and fat breeding. Productive biological assets are hens.
Biological assets are recognized only when the following criterions are met simultaneously:
(1) The company acquired the biological assets because of past transactions or events.
(2) The potential economic benefits generated by the biological assets may flow into the company
(3) The cost of biological assets can be calculated reliably
The purchase and disposal of biological assets: the costs of biological assets after the transfer of purpose are same as the book value
before the transfer of purpose; When biological assets are sold, destroyed or have inventory loss, the differences between the
proceeds of disposal and the book value plus relevant taxes are included in the profit and loss of the current period.
The initial cost of biological assets includes purchase price, transportation cost, insurance cost, and other cost directly attributed to
purchasing the assets. The initial cost of self-breeding productive biological assets (before the expected condition for use) includes
breeding cost, wages and other indirect costs. Before the expected condition for use, cost of biological assets, including breeding and
protection, are recorded in profits and losses of the current period.
Biological assets are depreciated using the straight-line method to allocate the cost of the assets to their estimated useful lives. For the
biological assets being provided for impairment loss, the related depreciation charge is prospectively determined based upon the
adjusted carrying amounts over their remaining useful lives. The estimated useful lives, residual rates and annual depreciation rates
are as follows:
Items Useful Lives Residual Rates (%) Annual Depreciation Rates (%)
Chicken and Eggs 1 5% 95%
At the balance sheet date, if potential impairment of biological assets exists, estimation of its net realisable value shall be made.
Recognizing impairment loss where net realisable value below its book value. Once an impairment loss is recognised, it is not
176
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
reversed in a subsequent period. When biological assets are sold, destroyed or have inventory loss, the difference between the
revenue from disposal and its book value plus relevant taxation are recorded into profits and losses of the current period.
19、Intangible Assets
（1）Valuation method for intangible assets
① Initial measurement of intangible assets
The Company accounts its intangible assets at their real acquisition cost.
Where the payment of purchase price for intangible assets is delayed beyond the normal credit conditions, which is of financing
intention, the cost of intangible assets shall be determined on the basis of the current value of the purchase price.
The book value of the intangible assets acquired as debt assets through the recombination of liabilities shall be accounted on basis of
the fair value of the intangible assets；Under the conditions that the exchange of non-monetary assets is characterized with business
essence, and the fair value of the assets received or surrendered can be accounted in a reliable way, the book value of assets received
is defined on basis of the fair value of assets surrendered, except there are conclusive evidences for the stronger reliability of the fair
value of assets received. For the exchange of those non-monetary assets not meeting the above premises, the book value of assets
surrendered and related taxes should be accounted as cost of assets received and the profits and losses shouldn’t be concluded.
② Subsequent measurement of intangible assets
For the intangible assets with limited service life, the economic benefits should be amortized with
Straight-line method; and the company won’t adopt amortization upon the intangible assets with indefinite service life. At the end of
report period, the Company should recheck the service life and amortization method of the intangible assets and carry through
necessary adjustment.
（2）Estimate of service life for the intangible assets with limited life
As for the intangible assets with limited life, its service life shall be estimated at the year-end
The amortization policy for intangible assets remains unchanged in the current fiscal year.
Item Amortisation periods Basis
Patent, brand, software and Less than the period stated at contracts or included in other legal rights
5 year
technology
Land use rights 50 year Less than the period stated at contracts or included in other legal rights
（3）The judgment basis of the intangible assets with indefinite life
As for the intangible assets with unlimited life, its service life shall be estimated at the year-end
After examination, that no intangible assets are considered as indefinite life.
177
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（4）Impairment testing methods and recognition of impairment provision for intangible assets
The company assesses the intangible assets at the balance sheet date whether there is any indication of impairment. If any indication
exists that an asset may be impaired, the enterprise shall estimate its recoverable value of the asset. If the recoverable value of the
asset is less than its carrying amount, a provision for impairment loss of the asset is recognized accordingly. Once an impairment loss
is recognized, it shall not be reversed in a subsequent period.
（5）Criterion for distinguishing cost in research phase and development phase
Research cost refers to cost arising from inventive activities aimed at obtaining new knowledge. Research cost is recorded to profit or
loss when it is incurred. Development cost refers to cost arising from activities that result in research phase or other knowledge in a
certain plan or design, to produce new or substantially improved material, equipment, and products etc. before commercial
production or application.
（6）Measurement for the cost of R&D (Research and development)
The cost of R&D in the research stage is recorded into current period of profit and loss when it occur.
An intangible asset arising from the development phase of an internal project shall be recognised if, and only if, the company can
demonstrate all of the following:
(a) The technical feasibility of completing the intangible asset so that it will be available for use or sale
(b) Its intention to complete the intangible asset and use or sell it
(c) How the intangible asset will generate probable future economic benefits. among other things, the entity can demonstrate the
existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness
of the intangible asset
(d) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible
asset
(e) Its ability to measure reliably the expenditure attributable to the intangible asset during its development.
20、Long Term Deferred Expenses Cost and Amortization Method
For limited benefit periods, long-term deferred expenses are amortised on a straight-line method within the benefit period; for
unlimited benefit periods, Long-term deferred expenses are amortised on a straight-line method over five years.
21、Projected liabilities
（1）Recognition of contingent liabilities
The obligation pertinent to a contingency shall be recognized as an estimated debt when the following conditions are satisfied
simultaneously:
(a) The obligation is a current obligation of the Group;
(b) It is likely to cause any economic benefit to flow out of the Group as a result of performance of the obligation; and
178
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
(c) The amount of the obligation can be measured reliably.
（2）Measurement for projected liabilities
The estimated debts shall be initially measured in accordance with the best estimate of the necessary expenses for the performance of
the current obligation, and the Group shall take into full consideration of the risks, uncertainty, time value of money, and other factors
pertinent to the contingencies. If the time value of money is of great significance, the best estimate amounts shall be determined after
discounting the relevant future outflow of cash. The Group shall check the book value of the estimated debts on the balance sheet
date. If there is any exact evidence indicating that the book value cannot really reflect the current best estimate amounts, the Group
shall adjust the book value in accordance with the current best estimate amounts.
22、Share-based payment and equity instruments
（1）Classification
A share-based payment is a transaction in which the entity receives or acquires goods or services either as consideration for its equity
instruments or by incurring liabilities for amounts based on the price of the entity's shares or other equity instruments of the entity.
The accounting requirements for the share-based payment depend on how the transaction will be settled, that is, by the issuance of
equity or cash.
（2）Recognition criterion for fair value of equity instruments
In principle, transactions in which goods or services are received as consideration for equity instruments of the entity should be
measured at the fair value of the goods or services received. Only if the fair value of the goods or services cannot be measured
reliably would the fair value of the equity instruments granted be used.
The fair value of equity instruments granted to be based on market prices, if available, and to take into account the terms and
conditions upon which those equity instruments were granted. In the absence of market prices, fair value is estimated using a
valuation technique to estimate what the price of those equity instruments would have been on the measurement date in an arm's
length transaction between knowledgeable, willing parties. The standard does not specify which particular model should be used.
（3）Basis for Exercisable equity instruments
Company estimated the best estimating amount of exercisable equity instruments according to the new data for the changes in the
number of employee that acquire exercisable rights.
179
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（4）Acccounting treatment for exercise, amend and terminate share-based payment schedule
23、Share Repurchase
24、Revenue
（1）Recognition for sale of goods
Revenue from the sale of goods is recognized when significant risks and rewards of ownership of the goods are transferred to the
buyer, the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective
control over the goods sold, and it is probable that the economic benefit associated with the transaction will flow to the Company and
the relevant revenue and costs can be measured reliably.
（2）Recognition criterions for transfer of asset use right income
it is probable that the economic benefit associated with the transaction will flow to the Company and the relevant revenue and costs
can be measured reliably.
（3）Recognition criterions for labour income
(a) Labour income can be calculated reliably
(b) Inflow of relevant economic benefits to the Group may occur
(c) The progress of completion for the transaction can be identified reliably
(d) The cost has been occurred and will be occurred in the future during the transaction can be calculated reliably
（4）When it comes to percentage completion method to confirm labor and construction contracts revenure,
the policy for determining the stage for completion
25、Government grants
（1）Claasification
Government subsidy means that the Company shall get monetary assets or non-monetary assets from the government without
consideration, but the government subsidy shall not include the capital invested by the government as an enterprise owner. It is
divided into the one related to assets and the one related to income.
（2）Accounting method
(a) Confirmation and measurement of government subsidy
The government subsidy meeting attached conditions and actually received by the Company, shall be confirmed as government
subsidy. If the government subsidy is a monetary asset, it shall be measured as per the amount received or to be received; if the
government subsidy is a non-monetary asset, it shall be measured as per fair value; and if the fair value cannot be obtained reliably,
measured as per nominal amount.
180
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
(b) Accounting for government subsidy
The government subsidy related to assets shall be confirmed as deferred income, and allocated averagely during the service life of the
related assets and attributed into the profit and loss of current period. But the government subsidy measured in nominal amount shall
be directly attributed to profit or loss of current
26、Deferred tax assets and liabilities
（1）Recognition of deferred tax assets
Deferred tax assets arise from deductible and taxable temporary differences respectively, being the differences between the carrying
amounts of assets and liabilities for financial reporting purposes and their tax bases, which include the deductible losses and tax
credits carrying forward to subsequent periods. Deferred tax assets are recognized to the extent that it is probable that future taxable
profits will be available against which deductible temporary differences can be utilised.
（2）Recognition of deferred tax liabilities
Deferred tax liabilities arise from deductible and taxable temporary differences respectively, being the differences between the
carrying amounts of assets and liabilities for financial reporting purposes and their tax bases, which include the deductible losses and
tax credits carrying forward to subsequent periods, but not incude the temporary differences created by goodwill, non-business
combination transaction and the transaction is not influence accounting profit and corporate tax.
27、Operating and finance leases
（1）Accounting treatment for operating leases
(1) Operating lease charges
Rental payments under operating leases are recognised as part of the cost of another related asset or as expenses on a straight-line
basis over the lease term.
(2) Assets leased out under operating leases
Income derived from operating leases is recognised in the income statement using the straight-line method over the lease term. If
initial direct costs incurred in respect of the assets leased out are material, the costs are initially capitalised and subsequently
amortised in profit or loss over the lease term on the same basis as the lease income. Otherwise, the costs are charged to profit or loss
immediately.
（2）Accounting treatment for finance leases
When the Group acquires an asset under a finance lease, the asset is measured at an amount equal to the lower of its fair values and
the present value of the minimum lease payments, each determined at the inception of the lease. At the commencement of the lease
term, the minimum lease payments are recorded as long-term payables. The difference between the value of the leased assets and the
minimum lease payments is recognised as unrecognised finance charges. Initial direct costs that are attributable to a finance lease
incurred by the Group are added to the amounts recognised for the leased asset.
If there is reasonable certainty that the Group will obtain ownership of a leased asset at the end of the lease term, the leased asset is
depreciated over its estimated useful life. Otherwise, the leased asset is depreciated over the shorter of the lease term and its
181
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
estimated useful life. Unrecognized finance charge under finance lease is amortised using an effective interest method over the lease
term. At the balance sheet date, long-term payables arising from finance leases, net of the unrecognised finance charges, are
presented as long-term payables or non-current liabilities due within one year, respectively in the balance sheet.
（3）Accounting treatment for sales and lease-back
28、Assets held for sale
（1）Recognition of assets held for sale
（2）Accounting treatment for assets held for sale
29、Changes of significant accounting policies, accounting estimates
Changes of significant accounting policies, accounting estimates in this period
□ Yes √ No
significant accounting policies, accounting estimates remain unchanged in this period.
（1）Changes of significant accounting policies
Changes of significant accounting policies in this period
□ Yes √ No
significant accounting policies remain unchanged in this period.
（2）Changes of significant accounting estimates
Changes of significant accounting estimates in this period
□ Yes √ No
significant accounting estimates remain unchanged in this period.
30、Prior period error correction
Any prior period error correction discovered in this period
□ Yes √ No
No prior period error correction discovered in this period
（1）Retrospective Restatement
Any prior period error correction discovered through retrospective restatement in this period
□ Yes √ No
No prior period error correction discovered through retrospective restatement in this period
182
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（2）Prospective Application
Any prior period error correction discovered through prospective application in this period
□ Yes √ No
No prior period error correction discovered through prospective application in this period
31、Other significant accounting policy、accounting estimates and financial statements preparation policy
V、Taxation
1、Major category of taxes and tax rates
Tax Category Tax Basis Tax rate
Value added tax Sell goods and provide labor service 17%
Bussiness tax Housing prepayment; taxable income 5%
City maintenance and construction tax Transfer tax payable 5%
Corporate income tax Taxable income 25%
Land value-added tax Land VAT or pre-requisitioned Super rate progressive rate
Education surcharge Transfer tax payable 3%
Local education surcharge Transfer tax payable 2%
Rental income or original value of real
Housing property tax 12% or 1.2%
estate
Applicable for all subsidiaries and branches.
2、Tax relief and official approval document
According to ChengXianGuoShui[2013]No.004, corporate tax relief and exemption are granted to ChengDe NanJiang Ecological
Agriculture Co., Ltd. because of its agricultural activities.
3、Other notes
VI、Business combination and consolidated financial statements
1、Subsidiaries
（1）Subsidiaries acquired not through business combinations
Unit： RMB ten thousand
Subsidia Subsidia Place of Busines Register Actual Balance Shareho Voting Join the Minorit Minorit The
Busines
ry ry Registra s ed investm of other lding Rights Consoli y y amount
s Scope
Compan Compan tion Charact Capital ent at projects Ratio Ratio dated interest interest the
183
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
y Name y Type eristics the year which (%) Financia used to parent’s
end forms l written equity
net Stateme off used to
investm nts or profit written
ent on not and loss off loss
subsidia from
ries subsidia
ries
suffered
by
minority
exceed
minority
interest
deserve
in the
subsidia
ries’s
equity at
the year
begin
Investm
ent of
new
energy,
new
material
, mining
industry,
ChengD
modern
e ChengD
A agricult
e
NanJian wholly ure
County, Investm 9,000 9,000
owned project, Yes
g --- 100% 100%
HeBei
subsidia ent CNY Real CNY
Investm Provinc
ry Estate,
ent Co., e
construc
Ltd.*1 tion
project;
investm
ent
manage
ment,
investm
ent
184
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
consulta
ncy,
trade of
import
and
export
Producti
on of
coarse
ChengD cereals
e and
ChengD Ecologi
NanJian A
e cal edible
g wholly Agricult
County, ure 1,000 fungus; 1,000 Yes
Ecologi owned Planting --- 100% 100%
HeBei Planting
cal subsidia and CNY CNY
Provinc Breedin of fruit、
Agricult ry
e g vegetabl
ure Co.,
e and
Ltd. *2
Chinese
medical
herbs
Producti
on and
marketi
ng of
ChengD
ChengD high-gra
e e de
Holding
XingYe County, Paper 25,000 coated 7,500
subsidia Producti Yes
paper --- 100% 100%
HeBei on
Paper ry USD USD
Provinc and
Co., kraft
e
Ltd. *3 liner
board
paper
series
NanJian A Internati
g Asia wholly HongKo onal
owned 2,000 investm Yes
Investm ng, Trading 0.00 --- 100% 100%
subsidia China USD ent and
ent Co.,
ry trading
Ltd.*4
Holding ChengD Energy Researc 4,978,7
Researc Yes
Chengd subsidia 5,000 h, 5,000 --- 90% 90%
e h and 52.68
185
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
ry County, Develop develop
e ment CNY USD
HeBei ment,
Morsh sales,
Provinc
Technol e technica
l
ogy
marketi
Co.,
ng and
Ltd.*5 technica
l
services
of
graphe
me and
its
applicati
on
material
s, power
batteries
and
battery
material
s, high
perform
ance
membra
ne
material
s,
nano-m
aterials
Chengd
ChengD
e e Property
Holding Property
HuiJing County, manage 50 manage 50
subsidia Yes
ment ment --- 100% 100%
HeBei
property ry service CNY CNY
Provinc service
Co.,
e
Ltd.*6
*1 On October 9 2012, ChengDe NanJiang Investment Co., Ltd. was established and invested by Chengde Rongyida Real Estate
Development Co., Ltd. The registered capital was RMB 50,000,000.00 and RongYiDa accounted for 100% of NanJiang Investment’s
equity. On December 21 2012, RongYiDa transfer 100% of NanJiang Investment’s equity to the company at the price of RMB
50,000,000.00. After the transfer, the company held 100% of NanJiang Investment’s equity. On January 6 2013, NanJiang increase
share capital of NanJiang Investment by RMB 40,000,000.00. After the increment, the registered capital of NanJiang Investment
reach RMB 90,000,000.00.
186
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
*2 On October 24 2012, ChengDe NanJiang Ecological Agriculture Co., Ltd. established and invested by ChengDe NanJiang
Investment Co., Ltd. The registered capital was RMB 5,000,000.00 and NanJiang Investment held 100% of Ecological Agriculture’s
equity. On April 18 2013, NanJiang Investment increase share capital of NanJiang Ecological Agriculture by RMB 5,000,000.00.
After the increment, the registered capital of NanJiang Ecological Agriculture reach RMB 10,000,000.00.
*3 On October 26 2001, Chengde XingYe Paper Limited company was established by the company together with (Hong Kong)
Zhanxi International Group Co., Ltd. the registered capital of Chengde XingYe Paper Limited company was 250 million U.S. dollars，
the paid-in capital was $100,000,000.00, Shareholders' contribution accounted for 40% of the registered capital, and in which the
company invested 75,000,000.00 dollar ( accounting for 75%), (Hong Kong)Zhanxi invested 25,000,000.00 dollar ( proportion
25%).On October 28, 2002, according to the regulation of ― reply to investment increase of joint ventures of Chengde XingYe Paper
Limited company‖ approved by the people's Republic of China Ministry of foreign trade and Economic Cooperation ( the former of
the Ministry of Commerce ) with the issuance of No.[2001]969, the registered capital was increased to $ 250 million from $ 10,000
million, The new registered capital had been paid by the two sides in accordance with the contract, articles of agreement within three
years from the date of the business license renewal. The registered capital of Chengde XingYe Paper Limited Company was not paid
fully within the prescribed period. Chengde XingYe Paper Limited company had been shut down completely suffered from
December 2006 serious loss since the original largest shareholder Wang Shuxian and senior executives involved in smuggling effect,
On December 8, 2008, Hebei province Chengde City Intermediate People's Court issued the No (2008)13 Chengde Civil Award and
confirmed the bankruptcy liquidation of the application of Chengde XingYe Paper Limited company. On March 11, 2009, Hebei
province Chengde City Intermediate People's Court approved the settlement request of Chengde XingYe Paper Limited Company
according to the Civil Award with No. (2008)13. On May 10, 2009, Hebei province Chengde City Intermediate People's Court
confirmed the settlement agreement reached on May 8, 2009 between Chengde XingYe Paper Limited Company and the creditors
and terminated the reconciliation procedure. On April 23, 2009, the Hebei Provincial Higher People's Court issued No.(2009) 44
Hebei ‖criminal Award‖ and confirmed that Chengde XingYe Paper Limited company was a false foreign investment enterprise
which was registered in the name of the Hong Kong ZhanXi by the company's original shareholders of Wang Shuxian. In October
2012, the company received civil conciliation No.[2011]76 from ChengDe Intermediate People's court. The civil conciliation
confirmed the dispute settlement between the company and ShuXian Wang: ShuXian Wang was responsible for coordinating
minority of ChengDe XingYe Paper Co., Ltd to abandon their equity, assisting the company to complete the liquidation and
cancellation of XingYe. After the above works were done, the company agreed to transfer 20% equity of Suning Banhe Chemical
Fiber Facsimile Fabric Co., Ltd, land of industrial park (34.03 acre), factory (25596.87 square meter) and land of No.131 (44.4 acre)
to ShuXian Wang.
*4 On November 14, 2013, NanJiang Asia Investment Co., Ltd. (―NanJiang Asia‖) was invested by NanJiang, with the register
capital of USD 20 million. Paid-in share capital is USD 0.00 and the register place is Hong Kong.
*5 On January 24, 2013, Chengde Morsh Technology Co., Ltd. (―Morsh Technology‖) was invested by NanJiang and Morsh
(NingBo) Technology Co., Ltd, with the register capital of RMB 50,000,000.00: NanJiang contribute RMB 45,000,000.00,
accounting for 90% of the total share capital; Morsh (NingBo) Technology contribute RMB 5,000,000.00, accounting for 10% of the
total share capital.
*6 On November 18, 2013, Chengde HuiJing property Co., Ltd (―HuiJing Property‖) was invested by NanJiang Investment, with the
register capital of RMB 500,000.00. NanJiang Investment contributes RMB 500,000.00, accounting for 100% of share capital.
187
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（2）Subsidiaries acquired by business combination under common control
Unit： RMB
Subsidia Subsidia Place of Busines Register Busines Actual Balance Shareho Voting Join the Minorit Minorit The
ry ry Registra s ed s Scope investm of other lding Rights Consoli y y amount
Compan Compan tion Charact Capital ent at projects Ratio Ratio dated interest interest the
y Name y Type eristics the year which (%) Financia used to parent’s
end forms l written equity
net Stateme off used to
investm nts or profit written
ent on not and loss off loss
subsidia from
ries subsidia
ries
suffered
by
minority
exceed
minority
interest
deserve
in the
subsidia
ries’s
equity at
the year
begin
Real
Estate
Chengd Develop
ment；
e
textile,
Rongyid ChengD
A clothes
e Real
a Real wholly 10,000, manufac
County, Estate 1.00
owned ture, Yes
Estate 000.00 --- 100% 100%
HeBei
subsidia Develop import CNY
Develop Provinc CNY
ry &
ment
ment e
export
Co., of
clothes,
Ltd.
leasing
service
On February 20 2009, Chengde Rongyida Real Estate Development Co., Ltd was established with registered capital of RMB
10,000,000.00 (Fei Wang contributed RMB 9,000,000.00, accounted for 90% of the total equity; LiPing Chen contributed RMB
188
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
1,000,000.00, accounted for 10% of the total equity). On July 27 2009, Fei Wang and LiPing Chen transfer 90% and 10% of
RongYiDa’s equity to former largest shareholder Rong Chen at the price of RMB 9,000,000.00 and RMB 1,000,000.00 respectively.
At the same day, Rong Chen transfer 100% of RongYiDa’s equity to the company at the price of RMB 1.00. After the transfer, the
company held 100% of RongYiDa’s equity.
（3）Subsidiaries acquired by business combination not under common control
Unit： RMB ten thousand
Subsidia Subsidia Place of Busines Register Busines Actual Balance Shareho Voting Join the Minorit Minorit The
ry ry Registra s ed s Scope investm of other lding Rights Consoli y y amount
Compan Compan tion Charact Capital ent at projects Ratio Ratio dated interest interest the
y Name y Type eristics the year which (%) Financia used to parent’s
end forms l written equity
net Stateme off used to
investm nts or profit written
ent on not and loss off loss
subsidia from
ries subsidia
ries
suffered
by
minority
exceed
minority
interest
deserve
in the
subsidia
ries’s
equity at
the year
begin
Runhua
Rural
Internati
Water onal
Holding Internati 3,000.0
(Tianjin trading 900.00 22,324,
subsidia TianJing Yes
onal 0 of --- 30% 53.43%
043.17
) ry CNY
trading CNY plastic
Internati material
onal
Trade
189
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Co.,
Ltd.
Runhua Rural Water (Tianjin) International Trade Co., Ltd. (―RunHua‖) is a limited liability company registered through TianJing
BinHai New District Administration for Industry and Commerce (Runhua’s business license is 120192000028688). The initial
registered capital is RMB 30 million, including: Runhua Rural Water developing Co., Ltd contribute 4 million, accounting for 13.34%
of the total registered capital, BaoSheng Yang contribute 1 million, accounting for 3.33% of the total registered capital, QianYing
Wang contribute 2 million, accounting for 6.67% of the total registered capital, PeiWen Ren contribute 2.01 million, accounting for
6.70% of the total registered capital, XiaoFan Zhang contribute 1 million, accounting for 3.33% of the total registered capital,
ChunHong Lan contribute 9.03 million, accounting for 30.10% of the total registered capital, QinHua Zhao contribute 7 million,
accounting for 23.33% of the total registered capital, ZhengHong Jia contribute 3 million, accounting for 10.00% of the total
registered capital, Kai Li contribute 0.96 million, accounting for 3.20% of the total registered capital.
On June 25 2013, according to the equity’s transfer agreement, ChunHong Lan and QinHua Zhao transfer 6.67% and 23.33% of
share capital respectively to NanJiang. After the transfer, Nanjiang contribute 9 million, accounting for 30% of the total share capital.
After the transfer, the capital ratio is: Runhua Rural Water developing Co., Ltd contribute 4 million, accounting for 13.34% of the
total registered capital, BaoSheng Yang contribute 1 million, accounting for 3.33% of the total registered capital, QianYing Wang
contribute 2 million, accounting for 6.67% of the total registered capital, PeiWen Ren contribute 2.01 million, accounting for 6.70%
of the total registered capital, XiaoFan Zhang contribute 1 million, accounting for 3.33% of the total registered capital, ChunHong
Lan contribute 7.03 million, accounting for 23.43% of the total registered capital, ZhengHong Jia contribute 3 million, accounting for
10.00% of the total registered capital, Kai Li contribute 0.96 million, accounting for 3.20% of the total registered capital, Nanjiang
contribute 9 million, accounting for 30% of the total share capital.
2、Special purposes entity or operation entity where controlling right is formed under entrusted operation
or leasing
Not Applicable.
3、Explanation for changes in consolidation scope
Explanation for changes in consolidation scope
New subsidiaries that are in consolidation scope during the reporting period are listed below:
Subsidiary Company Name Explanation for changes Net Asset at the year Net profit in this
end period
Runhua Rural Water (Tianjin) share acquisition 3,189.15 735.61
International Trade Co., Ltd.
Chengde Morsh Technology Co., Ltd. new incorporation 4,978.75 -21.25
Chengde HuiJing property Co., Ltd. new incorporation 49.81 -0.19
NanJiang Asia Investment Co., Ltd new incorporation 0.00 0.00
Total 8,217.71 714.17
190
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
On August 28, 2008, Runhua Rural Water (Tianjin) International Trade Co., Ltd. (―RunHua‖) (limited liability) registered
through TianJing BinHai New District Administration for Industry and Commerce. On June, 2013, NanJiang acquired 30% of
RunHua’s share capital. Therefore, RunHua’s Income statement and cash flow between 2013-6-25 and 2013-12-31 are in
consolidation scope.
√ Applicable □ Not applicable
Compare to last year, four new subsidiaries are in consolidation scope, reasons are
Compare to last year, zero subsidiaries are out of in consolidation scope, reasons are
4、New subsidiaries in the consolidation scope and subsidiaries out of consolidation scope during the
reporting period.
New subsidiaries in the consolidation scope
Unit： RMB ten thound
Company Name Net asset at the year-end Net profit in this period
RunHua Water 3,189.15 735.61
Morsh Technology 4,978.75 -21.25
HuiJing property 49.81 -0.19
NanJiangAsia 0.00 0.00
Subsidiaries out of consolidation scope
Not applicable
5、Subsidiaries acquired by business combination under common control
Unit： RMB
Not applicable
6、Subsidiaries acquired by business combination not under common control
Unit： RMB
Company Name Goodwill Accounting treatment for goodwill
RunHua Water 1,809,762.89
On June 25, 2013, through business combination not under the common control, NanJiang acquired 30% of RunHua’s equity
and control the company. The consideration of the acquisition is based on the market price of identifiable assets and liabilities
(Walker (Beijing) international assets evaluation co., LTD issue [2012]No.0283 evaluation report to confirm the evaluated price). The
acquisition is based on both party’s voluntary and they both are familiar with the markets, therefore, identifiable assets and liabilities
are at the fair value. The difference between the initial cost of the parent’s long term investment and the deserved share of the parent
191
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
in identifiable assets and liabilities confirmed as goodwill. The acquisition confirm the relationship of parent and subsidiary between
NanJiang and RunHua. When it comes to preparing the consolidated financial statement, Runhua’s financial statements are adjust
based on the fair value of identifiable assets and liabilities on the acquisition date (evaluation price plus net profit produced from
evaluation date to consolidation date).
On January 9, 2013, NanJiang signed an acquisition agreement with original shareholder of RunHua, acquiring 30% of
RunHua’s equity with the consideration of RMB 9170.37 thousand. The consideration is based on [2012]No.0283 evaluation report
issued by Walker (Beijing) international assets evaluation co., LTD. The date of shareholders’ resolution is January 9, 2013.
Acquisition payment date is June 25, 2013, the Industrial and commercial registration date of change is June 24, 2013, and the
acquision date confirm at June 25, 2013.
Any subsidiaries acquired by Stage during the reporting period
□ Applicable √ Not applicable
7、Loss of subsidiaries due to disposal of equity interests without controlling rights during the reporting
period
Not applicable
8、Counter purchase occurred during the reporting period
Not applicable
9、Absorption consolidation occurred during the reporting period
Not applicable
10、Translation exchange rates for items in major statements of overseas operating entities
Not applicable
VII、Notes to the consolidated financial statements
1、Monetary funds
Unit：RMB
Closing Balance Opening Balance
Item Original Exchange RMB Original Exchange RMB
Currency Translation Currency rate Translation
Cash: -- -- 19,146.58 -- -- 72,492.38
RMB -- -- 19,146.58 -- -- 72,492.38
Bank: -- -- 77,962,341.48 -- -- 81,473,554.49
192
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
RMB -- -- 75,093,993.26 -- -- 81,440,569.01
USD 470,460.11 6.0969 2,868,348.22 5,247.80 6.2855 32,985.48
Other monetary funds -- -- 11,445,403.16 -- --
RMB -- -- 11,445,403.16 -- --
Total -- -- 89,426,891.22 -- -- 81,546,046.87
(2) Restricted monetary funds during the reporting period are shown below:
Item Closing Balance Opening Balance
guaranteed deposit for individual mortgages 1,045,403.16 ---
deposit for notes payable 10,400,000.00 ---
Total 11,445,403.16 ---
Deposit for notes payable RMB 10,400,000.00 belong to RunHua, the company has already deduct this amount when they prepare
cash flow statement.
(2) Compared to the opening balance, the closing balance of monetary funds increased by RMB 7,880,844.35, with the growth rate of
9.66%. The major explanations for the increase were: New subsidiary RunHua are in the consolidated scope.
2、Receivables
（1）Classification
Unit： RMB
Closing Balance Opening Balance
Classification Book value Bad debt provision Book value Bad debt provision
Amount Ratio (%) Amount Ratio (%) Amount Ratio (%) Amount Ratio (%)
accounts receivable accrued bad debt provision by aging analyze method
aging portfolio 123,348.00 100% 6,167.40 5%
Portfolio subtotal 123,348.00 100% 6,167.40 5%
total 123,348.00 -- 6,167.40 -- -- --
Nots to receivables classification
Receivables are significant and accruing bad debt provision individually
□ Applicable √ Not applicable
accounts receivable accrued bad debt provision by aging analyze method
√ Applicable □ Not applicable
Unit： RMB
Closing Balance Opening Balance
Aging Book value Book value
Bad debt provision Bad debt provision
Amount ratio(%) Amount ratio(%)
Within one year
193
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Including： -- -- -- -- -- --
Subtotal (<1 year) 123,348.00 100% 6,167.40
total 123,348.00 -- 6,167.40 --
Accounts receivable accrued bad debt provision by balance percentage method
√ Applicable □ Not applicable
Unit： RMB
Portfolio Name Book value Accrued ratio（%） Bad debt provision
receivable accrued bad debt by profolio 123,348.00 5% 6,167.40
total 123,348.00 -- 6,167.40
Accounts receivable accrued bad debt provision by other method
□ Applicable √ not applicable
Receivables are insignificant and accruing bad debt provision individually
□ Applicable √ not applicable
3、Other Receivables
（1）Classification
Unit： RMB
Closing Balance Opening Balance
Classification Book value Bad debt provision Book value Bad debt provision
Amount ratio(%) Amount ratio(%) Amount ratio(%) Amount ratio(%)
1 Individually significant
amounts of accounts
1,209,273.00 14.42% 1,209,273.00 1,209,273.00 3.51% 1,209,273.00
receivable accrued bad
debt provision
Accounts receivable accrued bad debt provision by portfolio
Portfolio 5,318,030.55 63.42% 341,921.88 1,504,762.66 4.37% 1,504,762.66
Portfolio subtotal 5,318,030.55 63.42% 341,921.88 1,504,762.66 4.37% 1,504,762.66
Individually insignificant
amounts of accounts 31,752,727.3
1,857,951.91 22.16% 1,857,951.91 92.12% 3,583,707.69
receivable accrued bad 3
debt provision
34,466,762.9
Total 8,385,255.46 -- 3,409,146.79 -- -- 6,297,743.35 --
9
Explanation for three types of other receivables:
(1) The receivables with more than RMB 1 million are recognized as the significant receivables. After the identification of the
significant receivables, the creditor’s right, which was acquired by auction in 2009 and worth RMB 1,209,273.00, was confirmed as
individually significant amounts. The creditor’s right was confirmed to be irrecoverable and it was accrued full bad debt provision.
194
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
(2)According to the business characteristic of the company, the irrecoverable risks are high for the other accounts receivable
with an aging of over 3 years. Therefore, other accounts receivable which are less than RMB 1 million and with an aging of over 3
years are considered as individually insignificant amounts of accounts receivable accrued bad debt provision
Individually significant amounts of accounts receivable accrued bad debt provision
√ Applicable □ Not applicable
Unit： RMB
Name of Debtor Book Value Bad debt provision Accrued ratio（%） Reason
Creditor’s right from auctions 1,209,273.00 1,209,273.00 100% Over 3 years
Total 1,209,273.00 1,209,273.00 -- --
Other accounts receivable accrued bad debt provision by aging portfolio
√ Applicable □ not applicable
Unit： RMB
Closing Balance Opening Balance
Book value Book value
Aging
Ratio Bad debt Ratio Bad debt
amount amount
(%) (%)
Within 1 year
Including：
--- -- -- --- ---
<1 year subtotal 5,085,113.76 95.62% 242,138.52 26,483,385.17 83.4% 1,324,169.26
1-2 year 228,916.79 4.3% 97,783.36 1,250,442.16 3.94% 250,088.43
2-3 year 4,000.00 0.08% 2,000.00 4,018,900.00 12.66% 2,009,450.00
Total 5,318,030.55 -- 341,921.88 31,752,727.33 -- 3,583,707.69
Other accounts receivable accrued bad debt provision by balance percentage portfolio
□ Applicable √ not applicable
Other accounts receivable accrued bad debt provision by other portfolio
□ Applicable √ not applicable
Other accounts receivable which are individually insignificant and perform impairment test separately at the year-end
√ Applicable □ not applicable
Unit： RMB
Name of Debtor Book value Bad debt provision Accrued ratio（%） Reason
AnSheng Wang 141,000.00 141,000.00 100% Expected irrecoverable
DeGang Bao 356,838.00 356,838.00 100% Expected irrecoverable
QiZhong Yan 200,000.00 200,000.00 100% Expected irrecoverable
ChengQuan Liu 300,000.00 300,000.00 100% Expected irrecoverable
195
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
TianHong Li 217,424.66 217,424.66 100% Expected irrecoverable
HaiHong Zhou 642,689.25 642,689.25 100% Expected irrecoverable
Total 1,857,951.91 1,857,951.91 -- --
（2）Reversal or recovery of other receivables in this fiscal year
Unit： RMB
Amount of bad debt
Reasons for reversal Original Method for Amount of reversal or
Name of Debtor before reversal or
or recovery accruing bad debt recovery
recovery
BanHe Administrator Revovery Aging analyses method 2,009,450.00 1,447,846.06
Other small debtor Revovery Aging analyses method 956,828.70 956,828.70
Total -- -- 2,966,278.70 --
（3）Other receivables written off during the reporting period
Unit： RMB
Reason for written Weather related-party
Name of Debtor Nature Time of written of Amount written off
off transacrion
BanHe irrecoverable due to
Current account 561,603.94 No
Administrator liquidation
Total -- -- 561,603.94 -- --
（4）The top five other accounts receivable
Unit： RMB
Debtors Ranking Relationships Amounts due Aging Rate in total
China International Non-Related Party 2,267,885.00 Within 1 year 27.05%
Futures Co., Ltd.
BeiDa FangZheng Non-Related Party 682,636.00 Within 1 year 8.14%
Material Industry Group
MinFeng (TianJin) Related Party 670,000.00 Within 1 year 7.99%
Material Industry
Chemical Trading Co.,
Ltd.
HaiHong Zhou Non-Related Party 642,689.25 Within 1 year 7.66%
TianJin Custom Non-Related Party 601,277.95 Within 1 year 7.17%
Total -- 4,864,488.20 -- 58.01%
196
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
4、Prepayment
（1）The aging analysis
Unit： RMB
Closing Balance Opening Balance
Aging
Amount Ratio（%） Amount Ratio（%）
Within 1 year 28,533,344.69 84.33% 308,292.36 100%
1-2 years 101,600.00 0.3%
2-3 years 5,201,365.53 15.37%
Total 33,836,310.22 -- 308,292.36 --
（2）The top five prepayment accounts
Unit： RMB
Debtors Ranking Relationship Amount Aging Reason for unsettle
ChengDe ChangCheng
Non-Related Party 25,000,000.00 Within 1 year Project prepayment
Construction Group
JinShang (TianJin)
Non-Related Party 5,201,365.53 2-3 year Residence prepayment
Investment Co., Ltd.
ShaBo basis (Shanghai)
Non-Related Party 2,425,514.01 Within 1 year Purchase Goods
trading Co., Ltd
MinFeng (TianJin)
Material industry Related Party 1,945,944.00 Within 1 year Purchase Goods
chemical industry Co.Ltd
HaiChao Zheng Non-Related Party 790,000.00 Within 1 year Purchase Goods
Total -- 35,362,823.54 -- --
（3）Notes to prepayment
Compared to the opening balance, the closing balance of prepayment increasd by RMB 33,528,017.86, with the increase rate of
10875.00%. The major explanations for the increase were: Project prepaymentfor ChengDe ChangCheng Construction Group.
197
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
5、Inventory
（1）Classification
Unit： RMB
Closing Balance Opening Balance
Item
Book Value Impairment Net book value Book Value Impairment Net book value
Raw material 836,393.84 836,393.84
Finished goods 15,270,790.02 15,270,790.02 200,929.00 200,929.00
Circulation material 18,498.40 18,498.40
Consumptive
2,113,905.42 2,113,905.42 198,300.00 198,300.00
biological assets
Development cost 163,568,661.40 163,568,661.40 9,926,226.12 9,926,226.12
Product development 7,642,776.18 7,642,776.18 10,165,279.49 10,165,279.49
Cost of production 1,118,939.06 1,118,939.06
Total 190,569,964.32 190,569,964.32 20,490,734.61 20,490,734.61
6、Other current assets
Unit： RMB
Item Closing Balance Opening Balance
Deductible input VAT 3,362,445.37 ---
Land VAT (prepayment) 1,115,712.87 ---
The ICBC financial product --- 9,000,000.00
Total 4,478,158.24 9,000,000.00
7、Long-term equity investments
（1）Detail for long-term equity investments
Unit： RMB
Closing Closing Closing Operating
Stake ratio Voting right Net profit in
Invested Company Balance of Balance of total balance of net income in this
(%) (%) this period
total asset liability asset period
1、Joint venture
2、Associates
MinFeng (TianJin)
49% 49% 63,887,620.90 54,823,336.31 9,064,284.59 199,603,972.64 64,284.59
Material Industry
198
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Chemical Trading
Co., Ltd.
RunHua (TianJin)
Water Saving Tech 31.75% 31.75% 14,178,652.88 7,294,815.73 6,883,837.15 11,086,807.85 549,913.45
Co., Ltd.
（2）Limited ability to transfer capital to invested company
Not applicable
Notes to long-term equity investments
(1) On October 14 2011, RunHua (TianJin) Water Saving Tech Co., Ltd. was established and obtained the business liscence, with the
registered capital of RMB 6300 thousand, including RunHua developing Co., Ltd. Contribute RMB 3000 thousand, accounting for
47.619% of the total share capital, subsidiary RunHua contribute RMB 2000 thousand, accounting for 31.746% of the total share
capital, LangFang ChunYuan irrigating prject Co., Ltd contribute RMB 1000 thousand, accounting for 15.873% of total share
capital, HePing Zhang contribute RMB 300 thousand, accounting for 4.7619% of total share capital.
(2) On December 21 2012, MinFeng (TianJin) Material Industry Chemical Trading Co., Ltd. was established, with the registered
capital of RMB 9000 thousand, including MinFeng (ShanXi) Material Industry Chemical Trading Co., Ltd contribute 459 thousand,
accounting for 51% of the total share capital, subsidiary RunHua contribute RMB 4410 thousand, accounting for 49% of the total
share capital.
8、Fixed assets
（1）Classification
Unit： RMB
Decrease in this
Items Opening Balance Increase in this period Closing Balance
period
1 Total original book vale: 27,920,093.42 4,487,895.72 18,551,360.24 13,856,628.90
Including ： buildings and
26,592,797.32 18,497,360.24 8,095,437.08
constructions
Machinery equipment 10,500.00 1,198,315.43 1,208,815.43
Transportation vehicles 1,233,161.91 2,603,156.23 3,836,318.14
Other equipment 83,634.19 686,424.06 54,000.00 716,058.25
New in this Decrease in this
-- Opening Balance Accrue in this period Closing Balance
period period
2 Total accumulated
3,177,989.82 1,862,953.93 2,480,668.46 2,560,275.29
depreciation
Including: buildings and
3,031,578.44 659,076.42 2,460,148.46 1,230,506.40
constructions
Machinery equipment 52,877.32 52,877.32
199
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Transportation vehicles 133,127.47 940,020.60 1,073,148.07
Other equipment 13,283.91 210,979.59 20,520.00 203,743.50
-- Opening Balance -- Closing Balance
3 Total net book value of
24,742,103.60 -- 11,296,353.61
fixed assets
Including: buildings and
23,561,218.88 -- 6,864,930.68
constructions
Machinery equipment 10,500.00 -- 1,155,938.11
Transportation vehicles 1,100,034.44 -- 2,763,170.07
Other equipment 70,350.28 -- 512,314.75
--
4 Total book value of fixed
24,742,103.60 -- 11,296,353.61
assets
Including: buildings and
23,561,218.88 -- 6,864,930.68
constructions
Machinery equipment 10,500.00 -- 1,155,938.11
Transportation vehicles 1,100,034.44 -- 2,763,170.07
Other equipment 70,350.28 -- 512,314.75
The total accumulated depreciation for the current accounting period is RMB 1,862,953.93.
The original book value of fixed assets charged from construction in progress is RMB 402,587.43.
（2）Fixed assets rent out thorugh operating lease
Unit： RMB
Classification Closing Balance
House and Buildings 1,236,210.15
（3）Fixed assets without certificates of ownership at the year-end
Reason for without certificates of Estimated time for acquiring the cerificates
Classification
ownership of ownership
All the assets pledged to lift, transfer
House and Buildings Unpredictable
procedures have not yet completed
Explanation for fixed assets
Fixed assets had been transferred to Chengde Rongyida Real Estate Development Co., Ltd in 2009 during the bankruptcy
reorganization. But due to release of pledge is still under progress so that the property transfer cannot be done. Information has been
issued by Hebei Chengde intermediate people's court to Chengde housing construction Bureau to ask for the assistance of execute
property certificate ChengXian Fang ZI No.000196 and 000108 to complete the property transfer.
Our company has rented out those temporarily idle houses (certificates for property right: ChengDe No.000196), venues and received
200
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
the rental fee of RMB 81,200.00. Due to no calculation on the square meter of the rental areas, it is hard to get the rental cost,
considering the amount is relatively small, our company decided not to transfer those part of amount from fix assets to investment
property.
9、Construction in Progress
（1）Classification
Unit： RMB
Closing Balance Opening Balance
Item
Book value Impairment Net book value Book value Impairment Net book value
Factory 26,925.00 26,925.00
Machinery Equiment 338,927.43 338,927.43
Well and other accessories 15,535.00 15,535.00
Wages 21,200.00 21,200.00
Total 402,587.43 402,587.43
10、Productive Biological Assets
（1）Measurement at cost
Unit： RMB
Item Opening Balance Increase in this period Decrease in this period Closing balance
1、Farm production
2、Livestock
Egg and Chick 392,756.47 248,745.76 144,010.71
Hens 167,092.15 52,912.52 114,179.63
3、Forestry
4、aquatic products
Total 559,848.62 301,658.28 258,190.34
11、Intangible assets
（1）Classification
Unit： RMB
Items Opening Balance Increase in this period Decrease in this period Closing Balance
1 Total of original value 28,976,579.45 2,878,877.77 31,855,457.22
201
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
(1) Land use right 28,976,579.45 2,650,877.77 31,627,457.22
(2) Software 228,000.00 228,000.00
2 Total accumulated
2,271,475.07 862,328.74 3,133,803.81
amortization
(1) Land use right 2,271,475.07 719,328.74 2,990,803.81
(2) Software 143,000.00 143,000.00
3 Total net book value 26,705,104.38 2,016,549.03 28,721,653.41
(1) Land use right 26,705,104.38 1,931,549.03 28,636,653.41
(2) Software 85,000.00 85,000.00
4 Total of intangible asset
26,705,104.38 2,016,549.03 28,721,653.41
book value
(1) Land use right 26,705,104.38 1,931,549.03 28,636,653.41
(2) Software 85,000.00 85,000.00
Amortization in this period is RMB 862,328.74
12、Goodwill
Unit： RMB
Increase in this Decease in this Impair at
Item Opening balance Closing balance
period perido year-end
Acquire subsidiary 0.00 1,809,762.89 1,809,762.89
Total 1,809,762.89 1,809,762.89
Notes to goodwill impairment testing method
On June 25, 2013, through business combination not under the common control, NanJiang acquired 30% of RunHua’s equity and
control the company. The consideration of the acquisition is based on the market price of identifiable assets and liabilities (Walker
(Beijing) international assets evaluation co., LTD issue [2012]No.0283 evaluation report to confirm the evaluated price). The
acquisition is based on both party’s voluntary and they both are familiar with the markets, therefore, identifiable assets and liabilities
are at the fair value. The difference between the initial cost of the parent’s long term investment and the deserved share of the parent in
identifiable assets and liabilities confirmed as goodwill in the consolidated financial statements.
On December 31, 2013, net asset of RunHua is increased, so there is no evidence of impairment.
13、Long Term Deferred Expenses
Unit： RMB
Increase in this Amortization in Reasons for other
Item Opening balance Other decrease Closing balance
period in this period decrease
Decoration fee 734,424.92 7,741,676.63 664,529.03 7,811,572.52
Total 734,424.92 7,741,676.63 664,529.03 7,811,572.52 --
202
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
14、Deferred tax assets and liabilities
（1）Deferred tax assets and liabilities disclosure (not offset)
Deferred tax assets and liabilities which have been confirmed
Unit： RMB
Item Closing Balance Opening Balance
Deferred tax assets：
Assets impairment 834,223.19 1,518,810.84
Total 834,223.19 1,518,810.84
Deferred tax liabilities：
Deferred tax assets which have not been confirmed
Unit： RMB
Items Closing balance Opening balance
1 Deductible temporary differences 72,254.02 222,499.99
2 Deductible loss 137,486,697.69 440,162,868.08
Total 137,558,951.71 440,385,368.07
Deferred tax assets (generated by deductible loss) were expired in periods shown blow:
Unit： RMB
Items(year) Closing balance Opening balance Notes
2013 --- 302,676,170.39
2014 114,543,457.05 114,543,457.05
2015 --- ---
2016 --- ---
2017 22,943,240.64 22,943,240.64
2018 --- ---
Total 137,486,697.69 440,162,868.08
Detail for taxable difference and deductible differences
Not applicable
（2）Deferred tax assets and liabilities disclosure (offset)
Disclosure after deferred tax assets and liabilities offset to each other
Uunit： RMB
Deferred tax assets deductible temporary Deferred tax assets deductible temporary
Item and liabilities after differences after and liabilities after differences after
offset at year end offset at year end offset at year begin offset at year begin
Deferred tax assets 834,223.19 1,518,810.84
203
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Detail for offset between deferred tax assets and liabilities
Unit： RMB
Not applicable
15、Impairment of assets
Unit： RMB
Increase in this Decrease in this perido
Item Opening Balance Closing Balance
period Reverse Written off
Bad debt provision 6,297,743.35 240,542.63 3,122,971.79 3,415,314.19
Total 6,297,743.35 240,542.63 3,122,971.79 3,415,314.19
16、Notes paybale
Unit： RMB
Classification Closing Balance Opening Balance
banker's acceptance bill 26,000,000.00
Total 26,000,000.00
The amount will be mature at the next fiscal year.
Notes to notes payable
Compared to opening balance, closing balance of notes payable are increased by 26,000,000.00, the major reason for the increase is
new subsidiary RunHua in the consolidation scope.
17、Payable
（1）Aging of payable
Unit： RMB
Item Closing balance Opening Balance
Within 1 year 3,361,499.82 2,039,628.36
1-2 years 286,757.79 100.00
2-3 years 100.00
Over 3 years 12,273.55 12,273.55
Total 3,660,631.16 2,052,001.91
（2）At the year-end of the reporting period, there are no payable due from any shareholders held over 5%
Not applicable
204
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（3）Aging of accounts payable over one year
Company name Amount Reason for unsettle Remark
ChengDe LiCheng Construction and 281,157.79 Project final payment ---
installation project Co., Ltd.
18、Receivable in advance
（1）Aging of receivable in advance
Unit： RMB
Item Closing Balance Opening Balance
Within 1 year 53,821,113.16 7,120,711.50
1-2 years
2-3 years
Over 3years
Total 53,821,113.16 7,120,711.50
（2）At the year-end of the reporting period, there are no receivable in advance due from any shareholders
held over 5%.
Not applicable
19、Payroll
Unit： RMB
Item Opening Blance Increase in this period Decrease in this period Closing Balance
1 Wage, bonus,
allowance and 180,374.00 6,726,463.38 6,829,887.38 76,950.00
subsidy
2、Employee welfare 221,000.53 221,000.53
3、Social insurance
49,592.68 780,159.38 799,065.16 30,686.90
charges
Including ：
a.Essential medical 15,840.00 181,055.40 176,471.20 20,424.20
insurance charges
b.Supplement
medical insurance
charges
205
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
c.Essential
endowment 32,933.00 508,158.70 532,044.20 9,047.50
insurance
d. Supplement
endowment
insurance
e.Unemployment
819.68 49,582.18 49,802.06 599.80
insurance
f.Industrial injury
26,180.09 25,964.59 215.50
insurance
g. Maternity
15,183.01 14,783.11 399.90
insurance
4、Housing fund 269,115.16 269,115.16
5、Other 6,098,486.60 31,049.30 31,809.30 6,097,726.60
6、Trade union and
education fee
Total 6,328,453.28 8,027,787.75 8,150,877.53 6,205,363.50
Amount of unpaid wages RMB
Amount of Trade union and education fee, amount of non-monetary welfare, amount of welfare from terminating a labor contract
Planned time for wages payment.
20、Tax payable
Unit： RMB
Item Closing Balance Opening Balance
VAT 132,688.59 -50,248.40
Business tax 67,762.28 355,481.28
Corporate income tax 12,078,983.62 6,197,695.00
Individual taxable income 35,510.93 1,048.30
Urban construction tax 19,182.58 -112,371.20
Land VAT --- -1,178,375.52
Land use tax 2,753,192.71 2,993,193.92
Education surcharge 7,871.26 -67,073.88
Stamp tax 34,936.86 21,257.53
Local education surcharge 5,247.55 -5,949.81
Housing property tax 2,888,250.17 2,888,250.17
River defense fare 3,278.03
206
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Total 18,026,904.58 11,042,907.39
21、Other payable
（1）Aging of other payable
Unit： RMB
Item Closing Balance Opening Balance
Within 1 year 35,447,066.13 4,320,266.25
1-2 years 119,168.49 17,199,106.20
2-3 years 47,779.91 2,932,027.94
Over 3 years 430,969.17 27,726,978.57
Total 36,044,983.70 52,178,378.96
（2）At the year-end of the reporting period, there are no other payable due from any shareholders held
over 5%.
Not applicable
（3）At the year-end of the reporting period, the other accounts payable in significant amount
Name Amount Nature or content
DaHua Certified Public Accounts 500,000.00 immature borrowing
ChengDe YongWang Construction project Co., 100,000.00 immature borrowing
Ltd.
ChengDe LiCheng Construction and installation 200,000.00 immature borrowing
project Co., Ltd.
MinFeng (TianJin) Material industry chemical 31,000,000.00 Internal borrowing
industry Co.Ltd
ZhuoZhong (ShanXi) Trading CO., Ltd. 1,319,199.72 Agent future investment
22、Share capital
Unit：RMB
Opening Increase (+)/decrease (-) in this period Closing
Balance New share Bonus share Capital reserve Other subtotal balance
Total share 706,320,000.00 706,320,000.00
207
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
23、Capital reserves
Unit： RMB
Item Opening Balance Increase in this period Decrease in this period Closing Balance
1 Capital premium (share
390,597,031.55 390,597,031.55
capital premium)
2.Other capital reserve* 65,873,219.23 65,873,219.23
Total 456,470,250.78 456,470,250.78
24、Surplus reserves
Unit： RMB
Item Opening Balance Increase in this period Decrease in this period Closing Balance
Statutory surplus reserves 76,791,550.17 76,791,550.17
Total 76,791,550.17 76,791,550.17
25、Undistributed profits
Unit： RMB
Withdrawal or allocation
Items Amount
proportion
Adjustment of opening balance of undistributed profits -1,124,687,129.34 --
opening balance of undistributed profits after adjustment -1,124,687,129.34 --
Add: net profits belong to the parent in this period 94,806,811.16 --
Closing Balance -1,029,880,318.18 --
26、Operating income and operating cost
（1）Operating income and operating cost
Unit： RMB
Item This period Last perido
Principal business income 359,002,258.47 78,707,333.42
Other business income 4,950,000.42 804,670.80
Business cost 339,083,312.47 58,424,002.63
208
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（2）Principal business income and cost (by industry)
Unit： RMB
This period Last Period
Industry
Income Cost Income Cost
Agriculture 1,112,907.68 1,583,798.68
Commerce 324,167,497.71 314,011,252.79
Real Estate industry 33,721,853.08 23,459,800.61 78,707,333.42 58,327,874.54
Total 359,002,258.47 339,054,852.08 78,707,333.42 58,327,874.54
（3）Principal business income and cost (by products)
Unit： RMB
This period Last Period
Product
Income Cost Income Cost
Agriculture product 1,112,907.68 1,583,798.68
Chemical Material 324,167,497.71 314,011,252.79
Real Estate 33,721,853.08 23,459,800.61 78,707,333.42 58,327,874.54
Total 359,002,258.47 339,054,852.08 78,707,333.42 58,327,874.54
（4）Principal business income and cost (by district)
Unit： RMB
This period Last Period
District
Income Cost Income Cost
ChengDe District 34,834,760.76 25,043,599.29 78,707,333.42 58,327,874.54
TianJin 324,167,497.71 314,011,252.79
Total 359,002,258.47 339,054,852.08 78,707,333.42 58,327,874.54
（5）The operating income of the top five customers of the Company
Unit： RMB
Customer name or ranking Principal business income Rate in total
MinFeng (TianJin) Material
38,248,888.89 10.51%
industry chemical industry Co.Ltd
NuoMao trading (ShangHai) Co.,
9,048,675.33 2.49%
Ltd.
BoLv (BeiJing) Tech Co., Ltd. 8,654,017.09 2.38%
209
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
HaiLi (SuZhou) electrical
8,371,111.17 2.3%
equipment Co., Ltd.
QianChengShiHua (ZheJiang) Co.,
7,358,547.01 2.02%
Ltd.
Total 71,681,239.49 19.7%
Notes to operating income
Compared to the opening balance, the closing balance of operating income increased by RMB 284,440,254.67, with the growth rate
of 357.73%. The major explanations for the increase were: new subsidiary RunHua in the consolidation scope increase income by
RMB 324,167,497.71 and income from QianYuan is reduced in this period.
27、Business tax and surcharges
Unit： RMB
Item This period Last period Tax rate
Business tax 2,202,625.14 4,062,139.11 5%
Urban maintenance and construction
128,301.80 203,106.96 5%
tax
Education surcharge 71,528.75 121,864.18 3%
Local education surcharge 33,002.90 81,242.78 2%
Land VAT 677,398.08 481,104.20 Super rate progressive rate
Housing property tax 14,784.67 12%
Others 7,474.48 ---
Total 3,135,115.82 4,949,457.23 --
28、Marketing expense
Unit： RMB
Item This period Last Period
Printing expense 5,211.00
Repair expense 5,743.00
Warehouse expense 29,628.91
Wages 49,747.11
Advertise expense 85,850.00
Harbor expense 136,407.10
Manufacturing expense for unfolded plank 196,800.00
Contract fee 583,744.05
210
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Transportation expense 2,159,063.23
Others 11,442.18
Total 3,263,636.58
29、Administrative expense
Unit： RMB
Item This period Last Period
Wages 4,903,021.63 1,802,580.12
Intermediary fees 2,976,882.80 2,383,227.64
Others 2,520,836.27 917,319.58
Land use tax 2,516,106.83 3,492,305.64
Business entertainment 1,929,370.81 780,240.29
Accumulated amortization 1,874,911.87 3,908,762.70
Travel expense 986,898.70 542,265.86
Welfare 764,976.35 239,031.96
Office expense 735,452.79 394,117.40
Insurance 638,962.59 196,539.38
Stamp tax 294,649.56 71,080.15
Transportation 242,707.83 125,927.20
Low-valued consumption goods 235,481.00 54,481.50
Housing provident fund 186,872.76 47,636.48
Long-term deferred expenses 79,296.00 71,992.00
Initial expenditure 78,580.00 33,010.00
Housing property tax 29,424.08 870,046.19
Union fees 5,949.00 8,464.00
Total 21,000,380.87 15,939,028.09
30、Financial expense
Unit： RMB
Items This Period Last Period
Interest expense 1,030,671.89 2,403,071.69
Less: interest income -662,129.17 -101,723.22
Exchange gain or loss 47,786.16 1.17
Other 200,315.27 88,806.02
211
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Total 616,644.15 2,390,155.66
31、Return on investment
（1）Detail for return on investment
Unit： RMB
Items This Period Last Period
Long-term equity (return on investment based on
53,372.42
equity accounting)
Other 111,230.13 15,731.51
Total 164,602.55 15,731.51
32、Asset impairment loss
Unit： RMB
Items This Period Last Period
Provision for bad debt -2,503,321.41 4,541,023.68
Total -2,503,321.41 4,541,023.68
33、Non-operating income
（1）Details for non-operating income
Unit： RMB
Amount in non-recurring
Items This Period Last Period
profit and loss
Disposal of non-current assets 131,918,787.19 108,799,222.07 131,918,787.19
Profit from disposal of fixed assets 26,318,307.45 779,288.18 26,318,307.45
Profit from disposal of intangible assets 105,600,479.74 108,019,933.89 105,600,479.74
Government grant 195,101.01 195,101.01
Other 211,376.25 616,730.46 211,376.25
Total 132,325,264.45 109,415,952.53 132,325,264.45
Notes to non-operating income
Compared to the opening balance, the closing balance of non-operating income increased by RMB 22,909,311.92, with the growth
rate of 20.94%. The major reasons were:
a) The transfer of land (Cheng Xian TuGuo Yong(2013) Zi No.019) from the company to the government, which created net profits
of RMB 126,173,267.96.
b) Equipment auction create net profit of RMB 5,745,519.23.
c) the total non-current assets disposal net profit is RMB 131,918,787.19.
212
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
（2）Government grant recorded in the current profit and loss
Unit： RMB
Relevant to Whether non-recurring
Project name This period Last period
assets/earnings profit and loss
Scientific test
100,000.00 earnings Yes
demonstration expense
Technology: three item
50,000.00 earnings Yes
expense
Developing area (refund
9,859.00 earnings Yes
of duty) subsidy
VAT revenue relief 33,742.01 earnings Yes
Others 1,500.00 earnings Yes
Total 195,101.01 -- --
34、Non-operating expense
Unit： RMB
Amount in non-recurring
Items This Period Last Period
profit and loss
Disposal of non-current assets 58,856,083.88
Including: Disposal of fixed assets 58,856,083.88
Donations contributed 2,000.00 2,000.00
Compensation and Tax penalty 76,473.85 76,473.85
Inventory loss 33,480.00 33,480.00
Other 503,840.54 4,405,736.48 503,840.54
Total 615,794.39 63,261,820.36 615,794.39
35、Income tax expense
Unit： RMB
Items This period Last period
Current income tax calculated based on tax law and relevant
30,539,586.74 7,561,259.04
rules
Deferred income tax adjustment 756,119.16 -1,017,427.25
Total 31,295,705.90 6,543,831.79
213
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
36、Calculation of Earnings per share (EPS) and diluted earnings per share
Basic earngings per share is calculated by dividing net profit attributable to shareholders of the parent by the weighted average
number of issued shares. The start date of ordinary shares issued in the period for the purpose of calculation of basic earnings per
share is the date on which subscription becomes receivable per contract of issuance.
Diluted earnings per share is calculated by dividing the results of adjustment of net profit attributable to shareholders of the parent for
the interest expense for the dilutive convertible instruments, the expected gain or expense at the time of conversion and their related
income tax implication by the sum of the weighted average number of issued shares for calculation of baisc earnings per shares and
the weighted average number of potential shares from convertible instruments.
For the purpose of calculation of the weighted average number of potential shares from convertible instruments, the conversion date
for dilutive conventible instruments issued in prior period and dilutive convertible instruments issued in the period is the the 1st date
of the period and the issue date respectively.
(1) Calculation results
This period Last period
Profits during the reporting period
Basic EPS Diluted EPS Basic EPS
Net profit attributable to ordinary shareholders 0.13 0.13 0.05 0.05
Recurring profit or loss attributable to ordinary -0.01 -0.01 0.05 0.05
shareholders
(2) The calculation of EPS
项目 序号 本期数 上期数
Net profit attributed to ordinary shareholder in 1 94,806,811.16 32,894,368.82
current reporting period
Non-operating profit and loss attributed to 2 100,421,297.03 34,615,599.13
ordinary shareholder in current reporting
period
Net proft after deducting non-operating profit 3=1-2 -5,614,485.87 -1,721,230.31
and loss attributed to ordinary shareholder in
current reporting period
Opening balance of share capital 4 706,320,000.00 706,320,000.00
Share capital increased due to new issued 5 --- ---
share or convertible bond
6 --- ---
Share capital increased due to new issued
6 --- ---
share or convertible bond
6 --- ---
Number of months from the next month of 7 --- ---
increased share capital to the end of the 7 --- ---
current reporting period 7 --- ---
214
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Share capital reduced due to repurchase in the 8 --- ---
current reporting period
Number of months from the next month of 9 --- ---
decreased share capital to the end of the
current reporting period
Number of split shares in the current reporting 10 --- ---
period
Number of months in the current reporting 11 12 12
period
Weighted average of issued ordinary share 12=4+5+6×7 706,320,000.00 706,320,000.00
（Ⅱ） ÷11-8×9÷11-10
Weighted average of issued ordinary share are 13 706,320,000.00 706,320,000.00
adjust due to common control（Ⅰ）
Basic EPS（Ⅰ） 14=1÷13 0.13 0.05
Basic EPS（Ⅱ） 15=3÷12 -0.01 0.05
Interest of iluted potential ordinary share that 16 --- ---
confirmed as expense and other factors
Income tax rate 17 --- ---
Converting fee 18 --- ---
increased Weighted average of issued ordinary 19 --- ---
share due to stock warrant and share option
20=[1+(16-18)× 0.13 0.05
Diluted EPS（Ⅰ）
(100%-17)]÷(13+19)
21=[3+(16-18) -0.01 0.05
Diluted EPS（Ⅱ）
×(100%-17)]÷(12+19)
37、Other comprehensive earnings
Unit： RMB
Item This period Last period
5.Other 7,104,364.09
Subtotal 7,104,364.09
Total 7,104,364.09
215
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
38、Notes to statement of cash flow
（1）Other cash receive from operating activities
Unit： RMB
Item Amount
Interest income 662,129.17
Current accounts received 58,186,692.98
Subsidy income 195,101.01
Other 437,980.76
Total 59,481,903.92
（2）Other cash paid to operating activities
Unit： RMB
Item Amount
Expenditure 16,469,710.73
Donation expense 2,000.00
Current accounts paid 28,541,969.74
other 1,232,348.11
Total 46,246,028.58
）Other cash paid to investing activities
Unit： RMB
Item Amount
Restricted monetary funds during the reporting period 11,445,403.16
Total 11,445,403.16
39、Supplemental information for statement of cash flow
（1）Supplemental information for statement of cash flow
Unit： RMB
Supplemental information This Period Last Period
1.Adjustments to reconcile net profit to net cash provided
-- --
by operating activities:
216
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Net profit 99,934,857.12 32,894,368.82
Add: impairment provision for assets -2,503,321.41 4,541,023.68
Depreciation of fixed assets, consumption & depreciation
2,164,612.21 2,713,205.49
of fuel and gas, depreciation of productive biological assets
Amortization for intangible assets 862,328.74 1,201,305.51
Amortization for long-term prepayment 664,529.03 79,496.69
Loss on disposal of fixed assets, intangible assets and other
--- -108,799,222.07
long-term assets
Finance cost 1,030,671.89 2,313,423.11
Loss in investment 164,602.55 ---
Decrease of deferred tax assets 756,119.16 -1,080,358.92
Decrease of inventories -159,047,494.46 19,208,065.66
Decrease of operating receivable account items -132,862,220.52 -12,694,833.50
Increase of operating payable account items -15,717,716.97 55,252,598.72
Net cash flow from operating activities -204,553,032.66 -4,386,658.32
2 Significant investing and financing activities for non-cash
-- --
items
3. Net increase (decrease) for cash and cash equivalents -- --
Closing balance for cash 77,981,488.06 81,546,046.87
Less: opening balance for cash 81,546,046.87 572,655.85
Net increase (decrease) for cash and cash equivalents -3,564,558.81 80,973,391.02
（2）Details for acquiring or disposing subsidiary
Unit： RMB
Item This Period Last Period
1．Details for acquiring： -- --
(1).Consideration for acquiring subsidiaries 9,170,370.00
(2). cash and cash equivalent payment for acquiring the
9,170,370.00
subsidiaries
Deduct: cash and cash equivalent held by subsidiaries 66,600,084.65
(4).Net assets of subsidiaries. 24,535,357.00
Current Assets 136,306,683.22
Non-current Assets 7,050,969.77
Current liabilities 112,608,254.83
2． Details for disposing subsidiary： -- --
217
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
(3).Net cash received for acquiring the subsidiaries 57,429,714.65
（3）Details for cash and cash equivalent
Unit： RMB
Item Closing Balance Opening Balance
1 Cash 77,981,488.06 81,546,046.87
Including: Cash in hand 19,146.58 72,492.38
Cash at bank 77,962,341.48 81,473,554.49
3 Closing balance for cash and cash equivalents 77,981,488.06 81,546,046.87
VIII、Related parties and related transactions
1、Related parties which control the company
The company has no parent company. The related parties with controlling relationship of the Company refer to Mr. Rong Chen, who
held 29.49% equity of the Company.
2、Subsidiaries of the company
Legal
Subsidiaries Nature of Type of Place of Business Registered Shareholdin Voting right Organizatio
representati
Name subsidiary subsidiary registration nature Capital g （%） （%） nal code
ve
Chengde
HeBei
Rongyida A wholly Real Estate 10,000,000.
Limited Province YongSheng
Real Estate owned developmen 00 100 100 68434235-0
Liability ChengDe Zhao
Developme subsidiary t RMB
city
nt Co., Ltd.
Runhua
Rural Water
30,000,000.
(Tianjin) Holding Limited XiangKun Internationa
TianJin city 00 30 53.43 67941456-7
Internationa subsidiary Liability Shi l trading
RMB
l Trade Co.,
Ltd.
NanJiang
A wholly
Asia Limited Internationa 20,000,000.
owned HongKong --- 100 100 ---
Liability l investment 00 USD
Investment subsidiary
Co., Ltd.
Holding Limited HeBei YongSheng Grapheme 50,000,000. 90 90 06335124-6
Chengde
218
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
subsidiary Liability Province Zhao producer 00
Morsh
ChengDe and seller RMB
Technology
city
Co., Ltd.
Chengde HeBei
A wholly Property
HuiJing Limited Province YongSheng 500,000.00
owned managemen 100 100 08269716-2
Liability ChengDe Zhao RMB
property subsidiary t
city
Co., Ltd.
ChengDe HeBei
A wholly
XingYe Limited Province ShuXian Paper 250,000,000
owned 100 100 60125211-5
Paper Co., Liability ChengDe Wang production .00 USD
subsidiary
Ltd. city
ChengDe Ecological
HeBei
NanJiang A wholly Agriculture 10,000,000.
Limited Province YongSheng
Ecological owned Planting 00 100 100 05549562-9
Liability ChengDe Zhao
Agriculture subsidiary and RMB
city
Co., Ltd. Breeding
ChengDe HeBei
A wholly 90,000,000.
NanJiang Limited Province YongSheng
owned investment 00 100 100 05545532-8
Investment Liability ChengDe Zhao
subsidiary RMB
Co., Ltd. city
3、Associates and joint venture
Legal
Invested Register Business Register Stake ratio Voting right Relationshi Organizatio
Type representati
company place nature capital (%) (%) p nal code
ve
一、Joint venture
二、Associates
MinFeng
(TianJin) Internationa
Material l trading,
GuoMin 9,000,000.0
Industry Commercial TianJin technology 49% 49% Yes 05874083-7
Zhao 0
Chemical developing
Trading and transfer
Co., Ltd.
RunHua
(TianJin) technology
XiangKun 6,300,000.0
Water Industry TianJin developing 31.75% 31.75% Yes 58327621-9
Shi 0
Saving Tech and transfer
Co., Ltd.
219
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
4、Other related parties of the company
Unit: RMB
Person who Amount of Whether guarantee is
Person who is guaranteed Date of begin Date of end
guarantee guarantee ended
RunHua Water Runhua Rural Water
developing Co., (Tianjin) 20,000,000.00 2013/10/24 2014/10/24 No
Ltd International Trade Co., Ltd.
Runhua Rural Water
ChunHong Lan (Tianjin) 22,000,000.00 2013/10/24/ 2014/10/24 No
International Trade Co., Ltd.
Notes to guarantee
(1) On October 17, 2013, Bank of ZhongXin offer credit to the company with RMB 20000 thousand (Contract No. 2013 BS0956),
time of guarantee: 2013/10/24-2014/10/24, RunHua Water developing Co., Ltd provide guarantee to the company (expect for
borrowing, notes, letter of guarantee and letter of credit)
(2) On October 21, 2013, Bank of ZhongXin offer credit to the company with RMB 22000 thousand (Contract No. 2013 BS0956-1),
time of guarantee: 2013/10/24-2014/10/24, second largest shareholder ChunHong Lan provide guarantee to the company (expect for
borrowing, notes, letter of guarantee and letter of credit)
5、Related receivables and payables
Unit： RMB
Name Related party Closing Balance Opening Balance
MinFeng (TianJin) Material
Other receivable industry chemical industry 670,000.00
Co.Ltd
MinFeng (TianJin) Material
Prepayment industry chemical industry 1,945,944.00
Co.Ltd
MinFeng (TianJin) Material
Other payable industry chemical industry 31,000,000.00
Co.Ltd
IX、Events after the Balance Sheet Date
1、Significant Events after the Balance Sheet Date
CSRC decided to investigate the company due to prior error correction made in the year 2012. These prior error corrections should be
disclosed before 2012, but the former shareholder and directors are not. On April 6, 2012, there is a share transfer agreement between
220
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
original shareholder and Dong Wang. Original shareholder transfer share capital of RMB 208,324,800 to Dong Wang, accounting for
29.49% of the total share capital. The company then reformed the board and the new board made the prior error corrections. Due to
the new board had made the corrections and the original shareholders and directors already left the company, it is highly probable
that the investigation will not have influence on the company.
2、Profit distribution after the balance sheet date
Not applcable
3、Other Events after the Balance Sheet Date
On March 18 2014, according to ChengDeXianJiYao[2014]No.10, ChengDeXian government retrieve 26.0464 mu of land included in
the land certificate - ChengDeGuoYong[2013]No.19 from subsidiary RongYiDa. The governmenttransfers the land to
WenTiGuangDianJu for the purpose of constructing a center of literature, art and sports in that area. On December 31 2013, the book
value of the land is RMB 821,343.02.
On April 09 2014, Chengde Morsh Technology Co., Ltd. acquire ChengXian Tu GuaGaoZi[2014] No.03 land certificate through the
land certificate selling activity held by ChengDeXian Land and Resources Bureau. The acquired land locate at LiuGou town, BeiShui
spring, PingTai village, 35953.42 square meters, industry land, the final deal price is RMB 6480 thousand.
X、Notes to material events of parent company financial statement
1、Other receivable
（1）Disclosure of other receivables by category
Unit： RMB
Closing Balance Opening Balance
Book value Bad debt Book value Bad debt
Categories
Ratio Ratio Ratio Ratio
Amount Amount Amount Amount
(%) (%) (%) (%)
Other accounts receivable accrued bad debt provision by portfolio
82.06 84.59
320,143.39 4,000.00 5.41% 384,175.74 1,000.00 1.41%
% %
82.06 84.59
Portfolio subtotal 320,143.39 4,000.00 5.41% 384,175.74 1,000.00 1.41%
% %
3 Individually insignificant
amounts of accounts 17.94 94.59 54.97 98.59
70,000.00 70,000.00 469,069.25 70,000.00
receivable accrued bad debt % % % %
provision
Total 390,143.39 -- 74,000.00 -- 853,244.99 -- 71,000.00 --
Explanation for types of other receivables:
221
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Individually significant amounts of accounts receivable accrued bad debt provision
□ Applicable √ not applicable
Other accounts receivable accrued bad debt provision by aging portfolio
√ Applicable□ not applicable
Unit： RMB
Closing Balance Opening Balance
Book value Book value
Aging
Ratio Bad debt Ratio Bad debt
Amount Amount
(%) (%)
Within 1 year
include： -- -- -- -- -- --
Within 1 year 300,143.39 93.75% 384,175.74 100% 1,000.00
Subtotal <1 year 300,143.39 93.75% 384,175.74 100% 1,000.00
1-2 years 20,000.00 6.25% 4,000.00
Total 320,143.39 -- 4,000.00 384,175.74 -- 1,000.00
Other accounts receivable accrued bad debt provision by balance percentage portfolio
□ applicable √ not applicable
Other accounts receivable accrued bad debt provision by other portfolio
□ applicable √ not applicable
Individually insignificant amounts of accounts receivable accrued bad debt provision
√ applicable □ not applicable
Unit： RMB
Items Book value Bad debt provision Accrued ratio（%） Reasons
QiZhong Yan 70,000.00 70,000.00 100% Expected irrecoverable
Total 70,000.00 70,000.00 -- --
（2）By the end of the current reporting period, there are no other accounts receivable due from any
shareholders held over 5%
Not applicable
（3）At the year-end of the reporting period, the other accounts receivable in significant amount
Unit： RMB
Debtor Relationship Amount Aging Ratio in total
No.1 related party 179,190.08 1-3year 45.93%
No.2 Non-related party 70,000.00 Within 1 year 17.94%
No.3 Non-related party 60,000.00 Within 1 year 15.38%
222
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
No.4 related party 47,887.00 1-3 year 12.27%
No.5 Non-related party 20,000.00 1-3 year 5.13%
Total -- 377,077.08 -- 96.65%
2、Long-term equity investments
Unit： RMB
Notes
when Impairme
Accounti Initial Cash
Invested Opening Increase/d Closing stake nt
Stake Voting Impairme Dividend
ng investmen ratio not accrued
Company Balance ecrease(-) Balance ratio (%) right (%) nt in this
equal to in this
method t cost period
voting peirod
right
RongYiD 53,114,29 53,114,29 53,114,29
Cost 100% 100%
a 9.73 9.73 9.73
NanJiang
90,000,00 50,000,00 40,000,00 90,000,00
Investme Cost 100% 100%
0.00 0.00 0.00 0.00
nt
XingYe 626,567,3 626,567,3 626,567,3 626,567,3
Cost 100% 100%
Paper 28.03 28.03 28.03 28.03
RunHua 9,170,370 9,170,370 9,170,370
Cost 30% 53.43%
Water .00 .00 .00
Asia
Investme Cost 100% 100%
n
778,851,9 729,681,6 49,170,37 778,851,9 626,567,3
Total -- -- --
97.76 27.76 0.00 97.76 28.03
3、Operating income and operating cost
（1）Classification of operating income and operating cost
Unit： RMB
Item This period Last Period
Other business income 9,631,946.56
Total 9,631,946.56
Business cost 28,460.39 0.00
4、Supplemental information for statement of cash flow
Unit： RMB
223
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Supplemental information This period Last Period
1.Adjustments to reconcile net profit to net cash provided by
-- --
operating activities:
Net profit 884,837.02 -12,891,377.63
Add: impairment provision for assets 3,000.00 9,946,996.58
Depreciation of fixed assets, consumption & depreciation of fuel and
121,364.21 11,080.70
gas, depreciation of productive biological assets
Amortization for intangible assets 424,343.16 407,618.99
Decrease of deferred tax assets -750.00
Decrease of inventories -161,600,661.40
Decrease of operating receivable account items 463,101.60 -717,750.67
Increase of operating payable account items 174,124,901.53 4,694,117.65
Net cash flow from operating activities 14,420,136.12 1,450,686.79
2 Significant investing and financing activities for non-cash items -- --
3. Net increase (decrease) for cash and cash equivalents -- --
Closing balance for cash 5,681,141.82 777,456.70
Less: opening balance for cash 777,456.70 4,019.80
Net increase (decrease) for cash and cash equivalents 4,903,685.12 773,436.90
XI、Supplemental information
1、Current non-operating profit and loss
Unit： RMB
Item Amount Explanation
1 Losses/gains on disposal of non-current assets 131,918,787.19
2. Government subsidies included in the current profits and
losses (government subsidies which are closely related to
193,601.01
the Company’s business and received at national statutory
standard and amount are excluded)
3. Gains or loss from delegation investment 111,230.13
4. Other non- recurring loss and profits other than the above -514,148.27
5. less: ffect of income tax on non-recurring losses and gains 33,473,765.68
6. Effect of minority interest on non-recurring losses or gains -2,185,592.65
Total 100,421,297.03 --
224
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
2、Return on equity and earnings per share
Unit：RMB
Weighted average of Earning per share
Profit in the reporting period
Return on equity（%） Basic earnings per share Basic earnings per share
Net profit attributable to shareholders holding ordinary
58.42% 0.13 0.13
shares of the Company
Net profit attributable to shareholders holding ordinary
shares of the Company after deducting non-recurring -4.82% -0.01 -0.01
gains and losses
3、Note to accounting items with significant changes in the current report period
1.Compared to the opening balance, the closing balance of prepayment increasd by RMB 33,528,017.86, with the increase rate of
10875.00%. The major explanations for the increase were: new subsidiary RunHua are in the consolidated scope.
2、Compared to the opening balance, the closing balance of other receivables decreased by RMB 23,192,910.97, with the
decrease rate of 82.33%. The major explanations for the decrease were: the receivables account - ChengDe Land Reserve Center and
BanHe Administrator are recovered
3、Compared to the opening balance, the closing balance of inventories increased by RMB 170,079,229.71, with the increase
rate of 830.03%. The major explanations for the increase were: new land were purchased for the new project HuiJingTianDi and
ecological agriculture Co., Ltd. expand the scale of production.
4、Compared to the opening balance, the closing balance of fixed assets reduced RMB 13,445,749.99, withthe redcution rate of
54.34%, major reasons are transferring land, house and building to the government
5、Compared to opening balance, closing balance of notes payable are increased by 26,000,000.00, the major reason for the
increase is new subsidiary RunHua in the consolidation scope.
6 Compared to the opening balance, the closing balance of receivable in advance increased by RMB 46,700,401.66, with the
increase rate of 655.84%. The major explanations for the increase were revenue from land received in advance: sell
ChengXianGuoYong [2013]No.31 obtain revenue of RMB 9,800,700.00; sell ChengXianGuoYong [2013]No.33 obtain revenue of
RMB 30,622,800.00.
7、Compared to the opening balance, the closing balance of operating income increased by RMB 284,440,254.67, with the
growth rate of 357.73%. The major explanations for the increase were: new subsidiary RunHua in the consolidation scope increase
income by RMB 324,167,497.71 and income from QianYuan is reduced in this period.
8、Compared to the opening balance, the closing balance of marketing expense increased by RMB 3,263,636.58,the major
reasons are new subsidiary RunHua in the consolidation scope and the increase of revenue.
9、Compared to the opening balance, the closing balance of administrative expense increased by RMB 5,061,352.78, with the
growth rate of 31.75%, the major reason is new subsidiary RunHua in the consolidation scope.
10、Compared to the opening balance, the closing balance of financial expense decreased by RMB 1,773,511.51, with the
reduction rate of 74.20%. Major reasons were: reduction of borrowing interest expense.
11、Compared to the opening balance, the closing balance of non-operating expense decrease by RMB 62,646,025.97, with the
reduction rate of 99.03%. The major reasons were: loss from disposal of fixed assets and other loss.
12、Compared to the opening balance, the closing balance of income tax expense increase by RMB 24,751,874.11, with the
increase rate of 378.625%. The major reasons were: revenue produced by transferring land to the government.
13、Compared to last year, net cash flow from operating activities decrease by 4563%, major reason is new subsidiary RunHua
225
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
in the consolidation scope.
14、Compared to last year, net cash flow from investing activities increase by 168.27%, major reason is transferring land, house
and building to the government.
15、Compared to last year, net cash flow from financing activities reduced by 677.13%, major reason is return the debt.
226
CHENGDE NANJIANG CO., LTD 2013 Annual Report (Full Text)
Section XI Documents available for Reference
1、Financial statements carrying the personal signatures and seals of Chairman of the Board, Chief Accountant and Person in Charge
of Accounting Department;
2、Originals of all documents and notices publicly disclosed on newspapers designated by CSRC in the report
period in 2013;
227
