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南江B:2014年第一季度报告正文(英文版)2014-04-29  

						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




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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.




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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

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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



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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


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承德南江股份有限公司 2014 年第一季度报告正文


□ Yes √ No




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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.

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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



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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


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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




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