承德南江股份有限公司 2014 年第一季度报告正文 Stock Code: 200160 Public Notice No.: 2014-021 Short Form of the Stock: Nanjiang B Chengde Nanjiang Co., Ltd. Text of First Quarterly Report 2014 1 承德南江股份有限公司 2014 年第一季度报告正文 Section I. Important Notes Board of Directors and the Supervisory Committee of Chengde Nanjiang Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives should guarantee the reality, accuracy and completion of the quarterly report, there are no any fictitious statements, misleading statements or important omissions carried in this report, and shall take legal responsibilities, individual and/or joint. All Directors are attended the Board Meeting for Quarterly Report deliberation. Li Weimin, Person in charge of the Company, Zhao Yongsheng, person in charger of accounting works and Liu Guofeng, person in charger of accounting organ (accounting officer) hereby confirm that the Financial Report of this Quarterly Report is authentic, accurate and complete. 2 承德南江股份有限公司 2014 年第一季度报告正文 Section II. Main financial data and changes of shareholders 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 of this period Current Period Same period of last year over same period of last year (%) Operating income (RMB) 121,063,632.65 16,649,359.69 627.14% Net profit attributable to shareholders of 29,546,494.81 727,530.75 3,961.2% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting -5,136,531.42 733,730.75 -800.06% non-recurring gains and losses(RMB) Net cash flow arising from operating -56,332,906.83 -942,953.54 -5,874.09% activities(RMB) Basic earnings per share (RMB/Share) 0.04 0.001 3,900% Diluted earnings per share (RMB/Share) 0.04 0.001 3,900% Weighted average ROE (%) 13.16% 0.63% 12.53% Changes of this At the end of the period-end over same At the end of last year reporting period period-end of last year (%) Total assets (RMB) 367,406,440.69 380,763,274.72 -3.51% Net assets attributable to shareholder of 239,247,977.58 209,701,482.77 14.09% listed company (RMB) Items of non-recurring gains and losses √ Applicable □ Not applicable In RMB Amount from year-begin to Item Note period-end Gains/losses from the disposal of non-current asset (including 34,688,159.28 the write-off that accrued for impairment of assets) Other non-operating income and expenditure except for the -5,133.05 aforementioned items Total 34,683,026.23 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies 3 承德南江股份有限公司 2014 年第一季度报告正文 Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable II. Total number of shareholders at the end of this report period and top ten shareholders In share Total shareholders 18,771 at the end of report period Top ten shareholders Amount of Number of share pledged/frozen Shareholder’s Nature of Proportion of Amount of non-tradable name shareholder shares held (%) shares held State of share Amount shares held Domestic Wang Dong 29.49% 208,324,800 208,324,800 natural person GUOTAI JUNAN Overseas legal SECURITIES( 13.7% 96,742,527 0 person HONGKONG) LIMITED China Everbright Overseas legal 5.79% 40,894,678 0 Securities (HK) person Limited Domestic Chengde North non-state Industrial 2.62% 18,517,651 18,517,651 owned legal Corporation person Shanghai H.K. Overseas legal Wangguo 2.57% 18,180,724 0 person Securities Wang Domestic 1.89% 13,327,891 13,327,891 Zhengsong natural person Wang Domestic 1.03% 7,258,007 0 Wensheng natural person Domestic Zhou Haihong 0.95% 6,708,495 0 natural person Domestic Yu Sanxi 0.83% 5,888,900 0 natural person Domestic Li Tianyun 0.73% 5,158,000 0 natural person 4 承德南江股份有限公司 2014 年第一季度报告正文 Top ten shareholders with tradable shares held Type of shares Shareholder’s name Amount of tradable shares held Type Amount GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 96,742,527 listed foreign 96,742,527 LIMITED shares Domestically China Everbright Securities (HK) 40,894,678 listed foreign 40,894,678 Limited shares Domestically Shanghai H.K. Wangguo 18,180,724 listed foreign 18,180,724 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 Zhao Ziying 3,016,816 listed foreign 3,016,816 shares Domestically Peng Wei 2,978,525 listed foreign 2,978,525 shares VANGUARD TOTAL Domestically INTERNATIONAL STOCK 2,103,175 listed foreign 2,103,175 INDEX FUND shares Explanation on associated The Company is unknown whether there exists associated relationship or belongs to relationship among the aforesaid consistent actor regulated by “management method for acquisition of listed company” shareholders among the above said shareholders. Explanation on top ten shareholders involving margin N/A business (if applicable) Whether has a buy-back agreement dealing in reporting period 5 承德南江股份有限公司 2014 年第一季度报告正文 □ Yes √ No 6 承德南江股份有限公司 2014 年第一季度报告正文 Section III. Significant Events I. Particulars about material changes in items of main accounting statement and financial index and explanations of reasons Items of balance sheet 2014-3-31 2013-12-31 Changes (%) Reasons Account paid for engineering increased in the Monetary fund -40.59% 53,130,572.41 89,426,891.22 Period Sales increased in the Period and ratio of credit Account receivable 2652.08% 3,224,898.20 117,180.60 sales growth Account paid in advance for engineering Account paid in advance 91.55% 64,814,402.92 33,836,310.22 increased in the Period Account received in Account received in advance in the Period were -31.05% advance 37,111,036.88 53,821,113.16 closed to the income Tax payable 11,833,823.14 18,026,904.58 -34.35% More taxes paid in the Period Account of contacts between units of works paid Other payables -40.29% 21,522,083.18 36,044,983.70 in the Period January-March January-March Items of profit statement Changes (%) Reasons 2014 2013 Operation revenue 121,063,632.65 16,649,359.69 627.14% Runhua RW included in the consolidation scope Operation cost 121,945,273.00 10,898,309.88 1018.94% in the Period Administration expenses 4,885,051.94 3,048,854.84 60.23% Financial expenses -28,051.78 428,713.58 -106.54% Interest of loans paid in the Period declined Income arising from land resumption by Non-operation revenue 34,688,159.28 - government in the Period Items of cash flow January-March January-March Changes (%) Reasons statement 2014 2013 Net cash flow arising from Runhua RW included in the consolidation scope -56,332,906.83 -942,953.54 -5874.09% operation activities in the Period II. Analysis and explanation of significant events and their influence and solutions 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. 7 承德南江股份有限公司 2014 年第一季度报告正文 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. III. Commitments from the Company or shareholders (with over 5% shares held) in or occurred in the previous period but continued to reporting period Commitment Commitment Implementatio Commitments Accepter Contents time period n 1. Commitments in aspect of independency of listed company: For the equity changes, that is 208,324,800 shares of Chengde Dalu Co., Ltd held by Chen Rong was transfer, Wang Dong guarantee there are no influence on the independent of employee, financial, institution, business and integrity of assets of Chengde Dalu Co., Ltd. After Commitments transaction, Chengde Dalu Co., Ltd still in report of Controlling has the ability of independent operation Duration of 2012-04-24 Implementing acquisition or shareholder and owes independent legal person, and the Company equity change 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 Commitments 2012, 2013, 2014 and 2015 for Runhua Controlling Implementing in assets RW (Tianjin) International Trade Co., 2013-04-10 2012-2015 shareholder normally reorganization Ltd. Respectively can’t be less than 306,300 Yuan, 904,000 Yuan, 1,500,000 Yuan and 3,400,000 yean. If the actual net profit is less than the promised, the 8 承德南江股份有限公司 2014 年第一季度报告正文 controlling shareholders shall perform the obligations of profit compensation accordingly. 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 Other Rules of Shenzhen Stock Exchange and commitments to Directors and other applicable laws and regulations, In later 12 minority senior we make a plan in next 12 months, 2013-01-09 Implemented months shareholders of executives increasingly hold shares of the the Company 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 time or not Specific reasons for uncompleted commitment N/A and further plan (if applicable) IV. Predict of the business performance from January to June 2014 Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be loss or have great changes comparing with the same period of last year □Applicable √Not applicable V. Registration form for receiving research, communication and interview in the report period Contents discussed and Date Place Method Type of investors Investor materials supplied Securities Progress of investment Telephone 2014-01-09 Department of Individual Investors outside and no material communication the Company required Securities Daily operation of the Telephone 2014-01-24 Department of Individual Investors Company, no material communication the Company required Securities Current status of the Telephone 2014-03-10 Department of Individual Investors Company, no material communication the Company required 2014-03-25 Securities Telephone Individual Investors Operation performance of 9 承德南江股份有限公司 2014 年第一季度报告正文 Department of communication the Company, no material the Company required 10