承德南江股份有限公司 2014 年半年度报告全文 CHENGDE NANJIANG CO.,LTD. SEMI-ANNUAL REPORT 2014 August 2014 1 承德南江股份有限公司 2014 年半年度报告全文 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 all responsibilities, individual and/or joint, for the reality, accuracy and completion of 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 2014 Semi-annual Report is authentic, accurate and complete. 2 承德南江股份有限公司 2014 年半年度报告全文 Content Semi-Annual Report 2014 ................................................................................................................. 1 Section I Important Notice, Contents and Paraphrase .................................................................. 1 Section II Company Profile ............................................................................................................... 3 Section III Accounting data and summary of finnaical indexes .................................................... 4 Section IV Report of the Board of Directors ................................................................................... 6 Section V Important Events ............................................................................................................ 12 Section VI Changes in shares and particular about shareholders............................................... 22 Section VII Preferred Stock………………………………………………………………………23 Section VIII Directors, Supervisors and Senior Executives ....................................................... 24 Section IX Financial Report ............................................................................................................ 27 Section X Documents Available for Reference ........................................................................... 118 3 承德南江股份有限公司 2014 年半年度报告全文 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 Nanjiang Refers to Chengde Nanjiang Co., Ltd. Nanjiang Investment Refers to Chengde Nanjiang Investment Co., Ltd. Nanjiang Real Estate Refers to Chengde Nanjiang Real Estate Development Co., Ltd. Chengde Morsh, Morsh Technology Refers to Chengde Morsh Technology Co., Ltd. Nanjiang Ecological Agriculture, Ecological Refers to Chengde Nanjiang Ecological Agriculture Co., Ltd. Agriculture, Agriculture Company Company Law Refers to Company Law of the Peoples Republic of China Securities Law Refers to Securities Law of the Peoples Republic of China Rules Governing the Listing of Securities Refers to Rules Governing the Listing of Securities on Shenzhen Stock 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 Water Refers to Restructuring (Tianjin) International Trade Co., Ltd. in cash 4 承德南江股份有限公司 2014 年半年度报告全文 Section II Company profile I. Company information Short form for share Nanjiang-B Stock code 200160 Listing stock exchange 深圳证券交易所 Chinese name of the Company 承德南江股份有限公司 Abbr. of Chinese name of the Nanjiang-B Company(if applicable) English name of the CHENGDE NANJIANG CO.,LTD Company(if applicable) Abbr. of English name of the NANJIANG-B Company(if applicable) Legal Representative Li Weimin II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Li Wenying XiaBanCheng Town, Chengde County, Contact add. Hebei Province Tel. 0314-3115048 Fax. 0314-3111475 E-mail liwy@cdnanjiang.com III. Others 1. Way of contact Whether registrations address, offices address and codes as well as website and email of the Company changed in reporting period or not □ Applicable √ Not applicable Registrations address, offices address and codes as well as website and email of the Company has no change in reporting period, found more details in Annual Report 2013. 2. Information disclosure and preparation place Whether information disclosure and preparation place changed in reporting period or not 5 承德南江股份有限公司 2014 年半年度报告全文 □ Applicable √ Not applicable The newspaper appointed for information disclosure, website for semi-annual report publish appointed by CSRC and preparation place for semi-annual report have no change in reporting period, found more details in Annual Report 2013. 3. Registration changes of the Company Whether registration has changed in reporting period or not □ Applicable √ Not applicable Date/place for registration of the Company, registration number for enterprise legal license, number of taxation registration and organization code have no change in reporting period, found more details in Annual Report 2013. 6 承德南江股份有限公司 2014 年半年度报告全文 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 Increase/decrease in this Current period Same period of last year report y-o-y Operating revenue (RMB) 216,832,416.09 16,818,678.04 1,189.24% Net profit attributable to shareholders of 19,331,150.10 86,021,262.29 -77.53% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting -11,202,241.58 -7,930,312.87 -41.26% non-recurring gains and losses(RMB) Net cash flow arising from operating -39,839,229.21 -162,574,578.72 75.49% activities(RMB) Basic earnings per share (RMB/Share) 0.03 0.12 -75.00% Diluted earnings per share (RMB/Share) 0.03 0.12 -75.00% Weighted average ROE (%) 8.81% 54.48% -45.67% Increase/decrease in this End of current period End of last period report-end over that of last period-end Total assets (RMB) 481,392,711.34 380,763,274.72 26.43% Net assets attributable to shareholder of 229,032,632.87 209,701,482.77 9.22% listed 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) □ Applicable √ Not applicable 7 承德南江股份有限公司 2014 年半年度报告全文 The Company has no 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 reporting period 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) □ Applicable √ Not applicable The Company has no 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 reporting period III. Items and amounts of extraordinary profit (gains)/loss √Applicable □Not applicable In RMB Item Amount Note Gains/losses from the disposal of non-current asset (including the 34,647,779.07 -- write-off that accrued for impairment of assets) Other non-operating income and expenditure except for the -4,114,387.39 -- aforementioned items Total 30,533,391.68 -- 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 In reporting period, the Company has no particular about 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 8 承德南江股份有限公司 2014 年半年度报告全文 Section IV. Report of the Board of Directors I. Introduction During the reporting period, the Company has continued to enhance the management level, constantly improve the governance structure, and actively promote the main business in accordance with the stated objectives so that the company has maintained the steady development. In the real-estate field, the company has spent a huge sum of money to build Nanjiang Huijing Tiandi in the prime location of the county, and market response is good and the project goes well; in the ecological agriculture field, the companys production and management is stable, and the product supply and marketing is normal; in the field of new materials, the preparation work for "the functional coating of current collectors based on graphene applications" project is progressing smoothly. During the reporting period, the Company achieved main operating income of 216,832,400 Yuan, representing year-on-year growth of 1,189.24%, including net profit attributable to parent company 19,331,200 Yuan, down 77.53% over the previous year. By the end of the reporting period, total assets reached 481,392,700 Yuan, including net assets 229,032,600 Yuan. II. Main business analysis Y-o-y changes of main financial data In RMB Y-o-y Same period of Current period increase/decreas Reasons for changes last year e Runhua RW included in consolidation Operation revenue 216,832,416.09 16,818,678.04 1,189.24% range in the Period Runhua RW included in consolidation Operation cost 218,143,237.30 12,003,739.65 1,717.29% range in the Period Runhua RW included in consolidation Sales expenses 1,746,266.78 -- -- range in the Period Runhua RW included in consolidation Administrative expenses 10,192,427.86 7,999,177.06 27.42% range in the Period Expense of loan interest decreased in Financial cost -32,775.12 428,022.67 -107.66% Period. The taxable income decreased in the Income tax expense -23,637.85 4,944,803.47 -100.48% Period and make up the annual losses of previous years Net cash flow arising from Housing money received in advance -39,839,229.21 -162,574,578.72 75.49% operation activities increased in Period. Net cash flow arising from Land assets recovered by the 28,646,487.02 195,376,676.06 -85.34% investment activities Government decreased in Period. 9 承德南江股份有限公司 2014 年半年度报告全文 Net cash flow arising from 2,548,500.00 -30,300,000.00 108.41% Repayment of loans decreased in Period. financing activities Net increase of cash and cash -8,644,242.19 2,502,097.34 -445.48% Inventory increased in Period. equivalent Major changes on profit composition or profit resources in reporting period □ Applicable √ Not applicable No major changes on profit composition or profit resources occurred in reporting period The future development and planning extended to reporting period that published in disclosure documents as prospectus, private placing memorandum and recapitalize statement □ Applicable √ Not applicable No future development and planning extended to reporting period that published in disclosure documents as prospectus, private placing memorandum and recapitalize statement Review on the previous business plan and its progress during reporting period Nil III. Composition of main business In RMB Increase or Increase or Increase or decrease of decrease of decrease of gross Operating Operating cost Gross profit ratio operating revenue operating cost profit ratio over revenue over same period over same period same period of of last year of last year last year According to industries Agriculture 2,094,025.07 3,148,746.79 -50.37% -- -- -- Business 213,935,345.40 214,526,444.89 -0.28% -- -- -- According to products Agricultural 2,094,025.07 3,148,746.79 -50.37% -- -- -- products Chemical 213,935,345.40 214,526,444.89 -0.28% -- -- -- materials According to region Chengde 2,094,025.07 3,148,746.79 -50.37% -- -- -- Tianjin 213,935,345.40 214,526,444.89 -0.28% -- -- -- IV. Core competitive-ness analysis Core competitive-ness of the Company has no major changes in the Period. 10 承德南江股份有限公司 2014 年半年度报告全文 V. Investment analysis 1. Equity investment outside (1) Investment outside □ Applicable √ Not applicable The Company has no investment outside in the Period (2) Holding equity of financial enterprise □ Applicable √ Not applicable The Company has no equity of financial enterprise held in the Period (3) Securities investment □ Applicable √ Not applicable The Company has no securities investment in the Period 2. Trust financing, investment of derivatives and entrustment loan (1) Trust financing □ Applicable √ Not applicable The Company has no trust financing in the Period (2) Investment of derivatives □ Applicable √ Not applicable The Company has no derivatives investment in the Period (3) Entrustment loan □ Applicable √ Not applicable The Company has no entrustment loan in the Period 3. Main subsidiaries and joint-stock companies analysis √ Applicable □ Not applicable Main subsidiaries and joint-stock companies In RMB Company Industr Main products or Register Operating Operating Type Total assets Net Assets Net profit name ies service capital revenue profit Chengde Nanjiang Real Subsid Real Development and 270,401,40 199,780,49 -5,571,57 10,000,000 335,000.00 -5,549,293.57 Estate iary Estate sales of real estate 0.33 1.43 1.42 Development 11 承德南江股份有限公司 2014 年半年度报告全文 Co., Ltd. Industrial investment, Chengde investment Nanjiang Subsid Invest management, 99,921,454. 89,783,677. -62,370.3 90,000,000 -- -62,370.33 Investment iary ment investment consulting 03 33 3 Co., Ltd. and import & export trading Cultivation and sales Chengde of field crop, edible Nanjiang mushrooms, fruit and Subsid Agricu 18,612,054. 6,280,753.1 2,348,768.4 -2,306,74 Ecological vegetables as well as 10,000,000 -2,196,501.52 iary lture 36 1 3 4.15 Agriculture Chinese Herbs; Co., Ltd. breeding and sales of livestock R&D, manufacture and sales of grapheme, grapheme application materials, power cell & battery New materials, Chengde energy high-performance Morsh Subsid and 51,289,366. 49,749,056. -38,470.1 membrane material 50,000,000 -- -38,470.10 Technology iary new 71 71 0 and nano materials as Co., Ltd. materi well as the als technology promotion and technical service for the above said products. Import trade, Runhua Rural domestic agents and Water Joint distribution of the (Tianjin) stock Tradin 93,038,449. 28,889,872. 213,935,34 -3,002,34 plastic raw materials 30,000,000 -3,001,617.63 International compa g 11 63 5.40 7.61 of polyethylene (PE) Trade Co., ny and polypropylene Ltd. (PP) Chengde Proper Huijing ty Subsid Property management Property manag 500,000 498,935.22 498,935.22 -- 843.56 843.56 iary service Service Co., ement Ltd. service Nanjiang Asia Subsid Trade International US$ 20 5,000,009.9 5,000,009.9 -- -156.74 -156.74 12 承德南江股份有限公司 2014 年半年度报告全文 Investment iary investment and million 0 0 Co., Ltd. trading, sales and lease of the ship 4. The significant progress of non-raised proceeds investment √Applicable □Not applicable In ten thousand Yuan Accumulation of Investment amount Total investment actual investment Progress of the Earnings of the Name of the project in the reporting amount planned amount ended of the project project period reporting period-end Nanjiang Huijing 57,000 7,594 23,754 -- -- Tiandi Total 57,000 7,594 23,754 -- -- VI. Prediction of business performance from January – September 2014 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 VII. Explanation from the Board and Supervisory Committee for “Qualified Opinion” from the CPA of this year’s □ Applicable √ Not applicable VIII. Explanation on “Qualified Opinion” of previous year from the Board □ Applicable √ Not applicable IX. Implementation of profit distribution in reporting period Implementation or adjustment of profit distribution plan in reporting period, cash dividend plan and shares converted from capital reserve in particular □ Applicable √ Not applicable Previous years profit distribution plan was no profit distribution and shares converted from capital reserve either X. Profit distribution and capitalization of capital reserves in the Period □ Applicable √ Not applicable The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for the semi-annual year 13 承德南江股份有限公司 2014 年半年度报告全文 XI. In the report period, reception of research, communication and interview √Applicable □Not applicable Contents discussed and Time Place Way Type Reception material provided Foreign investment and Security Telephone 2014-01-09 Individual Investor progress of the Company, Department communication no materials required Routine operation status of Security Telephone 2014-01-24 Individual Investor the Company, no materials Department communication required Current condition of the Security Telephone 2014-03-10 Individual Investor Company, no materials Department communication required Operation performance of Security Telephone 2014-03-25 Individual Investor the Company, no materials Department communication required Operation performance of Security Telephone 2014-04-16 Individual Investor the Company, no materials Department communication required Current condition of the Security Telephone 2014-05-22 Individual Investor Company, no materials Department communication required Foreign investment of the Security Telephone 2014-06-12 Individual Investor Company, no materials Department communication required 14 承德南江股份有限公司 2014 年半年度报告全文 Section V. Important Events I. Corporate governance During the reporting period, the Company constantly improves the corporate governance structure, regulates the operations strictly in accordance with the "Company Law", "Securities Law", "Listing Corporation Management Standards" and other laws, regulations and relevant provisions of the securities regulatory authorities. During the reporting period, the preparations, organization and resolution disclosure for the general meeting of shareholders, board of directors and board of supervisors were all conducted according to the "Articles of Association" and “Assembly Rules of Shareholders of General Meeting ", " Assembly Rules of Board of Directors and "Assembly Rules of Board of Supervisors". All the directors, supervisors, and senior management personnel can perform their duties with honesty, diligence. All these comply with requirements of normative documents for the listing Corporation governance issued by China Securities Regulatory Commission. II. Significant lawsuits and arbitrations of the Company □Applicable √Not applicable The Company has no significant lawsuits and arbitrations in Period III. Questioned from media □ Applicable √ Not applicable No common media questioned for the Company in reporting period IV. Bankruptcy reorganization □ Applicable √ Not applicable In reporting period, the Company has no bankruptcy reorganization occurred. V. Assets trading 1. Acquisition of assets √Applicable □Not applicable Impact The on Ratio of net Rela related The other Purchase gains/los profit ted relationshi Date of party of Assets Progress Impact on price(10 ses of contributed to trans p(applicab disclosur Index of transaction purchase (Note 2) operation of the thousand the listed actio le for e disclosure or final d Company (Note 3) Yuan) Compan company in n or related (Note5) controller y (Note total net profit not transactio 4) n) Chengde The The lands will Hong Kong Not 2014-04 bureau of Land 648 property constructed for the -- -- No Commercial applicable -09 Land&Res rights with production and Daily, 15 承德南江股份有限公司 2014 年半年度报告全文 ources assets operation sits for Securities involved Morsh Times and have not Technology, and Juchao transferred shows an active Website: totally impact on http://www.c operation of the ninfo.com.cn Company 2. Sales of assets □ Applicable √ Not applicable The Company did not sell assets in the Period 3. Business combination □ Applicable √ Not applicable The Company has no business combined in the Period VI. Implementation of the Company’s equity incentive and the effects □ Applicable √ Not applicable No equity incentive in reporting period VII. Significant related transaction 1. Related transaction connected to routine operations √Applicable □Not applicable Related Proportio Related Similar Related transactio n in the Related Related Related Related transactio trading transactio Pricing n amount amount of Date of Index of transactio relationsh transactio transactio n market n principal (in 10 the same disclosure disclosure n parties ip n content n price settlement price type thousand transactio mode available Yuan) n Child Hong company Kong Counterp of the Commerc arty is the Agreed in Beijing Company, ial Daily, related line with Xiangeqi Sales of Eco-agric Market 2013-11- Securities legal -- 81.23 32.47% the 81.23 ng Co., goods ulture price 09 Times person of agreemen Ltd. provided and the t agricultur Juchao Company e Website: products http://ww 16 承德南江股份有限公司 2014 年半年度报告全文 to Beijing w.cninfo. Xiangeqi com.cn ng for a long-term Total -- -- 81.23 -- -- -- -- -- Detail of sales return with major amount N/A involved Report the actual implementation of the normal related transactions which were N/A projected about their total amount by types during the reporting period(if applicable) Reasons for major differences between trading price and market reference price(if Not applicable applicable) 2. Related transaction incurred by purchase or sales of assets □ Applicable √ Not applicable No related transaction incurred by purchase or sales of assets in Period 3. Related transaction from jointly investment outside □ Applicable √ Not applicable No related transaction from jointly investment outside occurred in Period 4. Credits and liability of related party □ Applicable √ Not applicable No credits or liability of related party occurred in Period 5. Other significant related transactions □ Applicable √ Not applicable The Company had no other significant related transactions in the reporting period VIII. Non-business capital occupying by controlling shareholders and its related parties □ Applicable √ Not applicable No non-business capital occupied by controlling shareholders and its related parties in Period IX. Major contract and implantation 1. Trusteeship, contract and leasing (1) Trusteeship □ Applicable √ Not applicable The Company had no trusteeship in the reporting period. 17 承德南江股份有限公司 2014 年半年度报告全文 (2) Contract □ Applicable √ Not applicable The Company had no contract in the reporting period. (3) Leasing □ Applicable √ Not applicable The Company had no leasing in the reporting period. 2. Guarantee □ Applicable √ Not applicable The Company had no guarantee in the reporting period. (1) Guarantee outside against the regulation □ Applicable √ Not applicable No guarantee outside against the regulation in Period 3. Other material contracts □ Applicable √ Not applicable The Company had no other material contracts in the reporting period. 4. Other material transactions □ Applicable √ Not applicable The Company had no other material transactions in the reporting period. X. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or occurred in the previous reporting period but continued to reporting period √Applicable □Not applicable Commitmen Promise Commitm Commitm Implementa Content of commitments ts e ent date ent term tion 1. Commitments in aspect of independency of listed company: For the equity changes, that is 208,324,800 shares of Chengde Dalu Commitmen Co., Ltd held by Chen Rong was transfer, Wang Dong guarantee there ts in report Controlli are no influence on the independent of employee, financial, institution, Duration of ng business and integrity of assets of Chengde Dalu Co., Ltd. After 2012-04-2 Implementi of the acquisition sharehol transaction, Chengde Dalu Co., Ltd still has the ability of independent 4 ng Company or equity der operation and owes independent legal person, and continues to owes change 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 18 承德南江股份有限公司 2014 年半年度报告全文 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 Commitmen Controlli Runhua RW (Tianjin) International Trade Co., Ltd. Respectively cant Implementi ts in assets ng 2013-04-1 be less than 306,300 Yuan, 904,000 Yuan, 1,500,000 Yuan and 2012-2015 ng reorganizati sharehol 0 3,400,000 yean. If the actual net profit is less than the promised, the normally on der controlling shareholders shall perform the obligations of profit compensation accordingly. In order to prevent stock price from falling after its relisting and Other endanger status of the Company, the board of directors and the senior Director commitment management make commitment: Based on Listing Rules of Shenzhen s and s for Stock Exchange and other applicable laws and regulations, we make a 2013-01-0 In later 12 Implemente senior medium and plan in next 12 months, increasingly hold shares of the Company in 9 months d executiv small secondary market using own funds. The holding price will not exceed es shareholders 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(Y/N) Detail reasons for un-complem ent and N/A further plan (if applicable) XI. Engagement and non-reappointment of CPA Whether the semi-annual report was audited or not □ Yes √ No VIII. Penalty and rectification √Applicable □Not applicable Type of Conclusion Disclosure Name Type Reasons investigation and (if Index of disclosure date penalty applicable) Violation of Initiated an Hong Kong Commercial Daily, Chengde Dalu securities laws investigation or Other N/A 2013-05-15 Securities Times, Juchao Website Co., Ltd. and administrative http://www.cninfo.com.cn regulations penalties by CSRC 19 承德南江股份有限公司 2014 年半年度报告全文 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 The Company had no particular about directors, supervisors, senior executives or 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 in Period. XIII. Risk disclosure of delisting with laws and rules violated □ Applicable √ Not applicable The Company has no delisting risks with laws and rules violated in Period XIV. Explanation on other significant events √Applicable □Not applicable th 1. On 14 May 2013, because Chengde Dalu Co., Ltd. violated the related provisions of the securities laws and regulations, the Company received a notification of investigation (No. 2013 investigation notice Zi No.16) issued by the China Securities Regulatory Commission, who decided to register and investigate the company according to the relevant provisions of "The Securities Law of the People's Republic of China ". This investigation does not involve the companys current production and operating activities, and the company is operating normally. During the investigation, the company will actively cooperate with the investigation of the China Securities Regulatory Commission, and timely fulfill the obligation of information disclosure. 20 承德南江股份有限公司 2014 年半年度报告全文 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 New Capitalization Bonus Subt Amount Proportion shares of public Others Amount Proportion shares otal issued reserve I. Unlisted shares 244,800,000 34.66% -- -- -- -- -- 244,800,000 34.66% 1. Sponsors shares 244,800,000 34.66% -- -- -- -- -- 244,800,000 34.66% Domestic legal 23,147,309 3.28% -- -- -- -- -- 23,147,309 3.28% persons shares Other 221,652,691 31.38% -- -- -- -- -- 221,652,691 31.38% II. Listed shares 461,520,000 65.34% -- -- -- -- -- 461,520,000 65.34% 2. Domestically listed foreign 461,520,000 65.34% -- -- -- -- -- 461,520,000 65.34% shares III. Total shares 706,320,000 100.00% -- -- -- -- -- 706,320,000 100.00% Reasons for share changed □ Applicable √ Not applicable Approval of share changed □ Applicable √ Not applicable Ownership transfer of share changes □ 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 Explanation on changes in aspect of total shares, shareholders structures as well as structure of assets and liability of the Company □ Applicable √ Not applicable II. Number of shares and shares held In Share Total preference shareholders Total common shareholders at with voting rights recovered at 18,735 0 period-end end of reporting period (if applicable) (see Note 8) Particulars about shares held above 5% by shareholders and top 10 shareholders Full name of Nature of Proporti Total Changes in Amount of Amount of listed Number of share 21 承德南江股份有限公司 2014 年半年度报告全文 Shareholders shareholder on of shareholders report period un-listed shares shares held pledged/frozen shares held at the end held State of Amoun of report share t period Domestic Wang Dong 29.49% 208,324,800 0 208,324,800 0 -- -- nature person GUOTAI JUNAN Overseas legal SECURITIES(HON 13.72% 96,937,736 1,514,214 0 96,937,736 -- -- person GKONG) LIMITED Everbright Overseas legal Securities (H.K.) 6.35% 44,866,976 6,897,289 0 44,866,976 -- -- person Co., Ltd. Shanghai Wanguo Overseas legal 2.62% 18,532,274 1,671,550 0 18,532,274 (H.K) Securities person Domestic Chengde North non-state Industrial 2.62% 18,517,651 0 18,517,651 0 -- -- owned legal Corporation person Domestic Wang Zhengsong 1.89% 13,327,891 0 13,327,891 0 -- -- nature person Domestic Wang Wensheng 1.03% 7,258,007 0 0 7,258,007 -- -- nature person Domestic Zhou Haihong 0.95% 6,708,495 0 0 6,708,495 -- -- nature person Domestic Yu Sanxi 0.83% 5,888,900 0 0 5,888,900 -- -- nature person Domestic Li Tianyun 0.73% 5,158,000 0 0 5,158,000 -- -- nature person Strategy investors or general legal person becomes top 10 shareholders N/A 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” among shareholders 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 Domestically GUOTAI JUNAN 96,937,736 96,937,736 listed foreign 22 承德南江股份有限公司 2014 年半年度报告全文 SECURITIES(HONGKONG) LIMITED shares Domestically Everbright Securities (H.K.) Co., Ltd. 44,866,976 listed foreign 44,866,976 shares Domestically Shanghai Wanguo (H.K) Securities 18,532,274 listed foreign 18,532,274 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 3,016,916 listed foreign 3,016,916 shares Domestically Peng Wei 2,978,525 listed foreign 2,978,525 shares Domestically VANGUARD TOTAL INTERNATIONAL 2,677,475 listed foreign 2,677,475 STOCK INDEX FUND shares Expiation on associated relationship or The Company is unknown whether there exists associated relationship or belongs to consistent actors within the top 10 un-restrict consistent actor regulated by “management method for acquisition of listed shareholders and between top 10 un-restrict company” among the above said shareholders. shareholders and top 10 shareholders Explanation on shareholders involving margin N/A business (if applicable) (see note 4) Whether has a buy-back agreement dealing in reporting period □Yes √No The shareholders o f the Company had no buy-back agreement dealing in reporting period. III. Changes of controlling shareholders or actual controller Changes of controlling shareholders in reporting period 23 承德南江股份有限公司 2014 年半年度报告全文 □ Applicable √ Not applicable Changes of controlling shareholders had no change in reporting period. Changes of actual controller in reporting period □ Applicable √ Not applicable Changes of actual controller in reporting period had no change in reporting period. IV. Share holding increasing plan proposed or implemented in reporting period from shareholder of the Company and its concerted action person □ Applicable √Not applicable As far as the Company know, there are no share holding increasing plan proposed or implemented in Period from shareholder of the Company and its concerted action person 24 承德南江股份有限公司 2014 年半年度报告全文 Section VII. Preferred Stock I. Issuance and listing of preferred stock in Period □ Applicable √ Not applicable II. Number of shareholders with preferred stock held and shareholdings □ Applicable √ Not applicable III. Repurchase and conversion of preferred stock 1. Preferred stock repurchased □ Applicable √ Not applicable 2. Preferred stock converted □ Applicable √ Not applicable IV. Preferred stock with voting rights recovered and executed □ Applicable √ Not applicable V. Accounting policy taken for preferred stock and reasons □ Applicable √ Not applicable 25 承德南江股份有限公司 2014 年半年度报告全文 Section VIII. Directors, Supervisors and Senior Executives I. Changes of shares held by directors, supervisors and senior executives □ Applicable √ Not applicable Shares held by directors, supervisors and senior executives have no changes in reporting period, found more details in Annual Report 2013. IV. Changes of directors, supervisors and senior executives √Applicable □Not applicable Name Title Type Date Reasons Secretary of the Li Weimin Leave office 2014-07-03 Post adjustment Board Secretary of the Li Wenying Appointment 2014-07-04 Appointment as secretary of the Board Board 26 承德南江股份有限公司 2014 年半年度报告全文 Section IX. Financial Report I. Audit reports Whether the semi-annual report was audited or not □ Yes √ No The financial report of this semi-annual report was unaudited II. Financial statements Units in Notes of Financial Statements is RMB 1. Consolidated balance sheet Prepared by Chengde Nanjiang Co., Ltd. In RMB Item Closing balance Opening balance Current assets: Monetary funds 78,234,149.03 89,426,891.22 Settlement funds -- -- Lending funds -- -- Tradable financial assets -- -- Notes receivable -- -- Accounts receivable 3,848,325.20 117,180.60 Prepayments 67,621,592.68 33,836,310.22 Premium receivable -- -- Reinsurance accounts receivable -- -- Reinsurance contract reserve -- -- receivable Interest receivable -- -- Dividend receivable -- -- Other account receivable 13,297,141.73 4,976,108.67 Buying back the sale of financial -- --- assets Inventory 258,149,828.81 190,569,964.32 Non-current assets due within one -- -- year 27 承德南江股份有限公司 2014 年半年度报告全文 Other current assets 7,037,093.63 4,478,158.24 Total current assets 428,188,131.08 323,404,613.27 Non-current assets: Issuance of loans and advances -- -- Financial assets available for Sale -- -- Held-to-maturity investment -- -- Long-term receivables -- -- Long term equity investment 6,577,302.37 6,626,905.49 Investment real estate -- -- Fixed asset 10,771,989.42 11,296,353.61 Project in progress -- -- Project materials -- -- Liquidation of fixed asset -- -- Productive biological asset 705,116.63 258,190.34 Oil and gas asset -- -- Intangible asset 22,641,388.24 28,721,653.41 Development expenditure -- -- Goodwill 1,809,762.89 1,809,762.89 Long-term deferred expenditure 9,864,797.52 7,811,572.52 Deferred income tax asset 834,239.22 834,223.19 Other non-current asset -- -- Total non-current asset 53,204,580.26 57,358,661.45 Total Assets 481,392,711.34 380,763,274.72 Current Liabilities: Short-term borrowing -- -- Borrowing from the central bank -- -- Deposits and interbank deposit -- -- Borrowed capital -- -- Transaction financial liabilities -- -- Notes payable 19,500,000.00 26,000,000.00 Accounts payable 7,488,618.46 3,660,631.16 Account received in advance 153,840,376.73 53,821,113.16 Financial assets sold for -- -- repurchase 28 承德南江股份有限公司 2014 年半年度报告全文 Fees and commissions payable -- -- Salary payable 6,364,571.82 6,205,363.50 Taxes payable 9,344,881.67 18,026,904.58 Interest payable -- -- Dividend payable -- -- Other payables 30,623,813.29 36,044,983.70 Reinsurance payables -- -- Reserves for insurance contracts -- -- Agency securities trading -- -- Agency securities underwriting -- -- Non-current liabilities due within -- -- one year Other current liabilities -- -- Total current liabilities 227,162,261.97 143,758,996.10 Non-current liabilities Long-term loans -- -- Bonds payable -- -- Long-term payables -- -- Special payables -- -- Accrued liabilities -- -- Deferred income tax liability -- -- Other non-current liability -- -- Total non-current liability -- -- Total liability 227,162,261.97 143,758,996.10 Owners equity (or Shareholders equity): Paid-in capital(share capital) 706,320,000.00 706,320,000.00 Capital surplus 456,470,250.78 456,470,250.78 Less: treasury stock -- -- Special reserve -- -- Surplus reserve 76,791,550.17 76,791,550.17 Reserve for general risks -- -- Retained profit -1,010,549,168.08 -1,029,880,318.18 Converted difference in foreign -- currency Statements 29 承德南江股份有限公司 2014 年半年度报告全文 Total owners equity attributable to 229,032,632.87 209,701,482.77 parent company Interest of minority shareholders 25,197,816.50 27,302,795.85 Total owners equity (or shareholders 254,230,449.37 237,004,278.62 equity) Total liabilities and owners equity (or 481,392,711.34 380,763,274.72 shareholders equity) Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng Person in Charge of Accounting Department: Liu Fengguo 2. Balance Sheet of Parent Company Prepared by: Chengde Nanjiang Co., Ltd. In RMB Item Closing balance Opening balance Current assets: Monetary fund 27,673,033.46 5,681,141.82 Tradable financial assets -- -- Notes receivable -- -- Accounts receivable 120,000.00 -- Prepayments 44,400,000.00 25,000,000.00 Interest receivable -- -- Dividend receivable -- -- Other account receivable 21,708,832.37 316,143.39 Inventory 237,545,564.50 161,600,661.40 Non-current assets due within one -- -- year Other current assets 4,550,133.82 -- Total current assets 335,997,564.15 192,597,946.61 Non-current assets: Financial assets available for Sale -- -- Held-to-maturity investment -- -- Long-term receivables -- -- Long term equity investment 157,284,836.37 152,284,669.73 Investment real estate -- -- Fixed assets 1,283,117.24 1,314,384.81 30 承德南江股份有限公司 2014 年半年度报告全文 Project in progress -- -- Project materials -- -- Liquidation of fixed assets -- -- Productive biological asset -- -- Oil and gas asset -- -- Intangible assets 9,789,786.13 15,699,628.36 Development expenditure -- -- Goodwill -- -- Long-term deferred expenditure -- -- Deferred income tax asset 750.00 750.00 Other non-current assets -- -- Total non-current assets 168,358,489.74 169,299,432.90 Total assets 504,356,053.89 361,897,379.51 Current liabilities: Short-term borrowing -- Transaction financial liabilities -- Notes payable -- Accounts payable 2,808,808.80 -- Account received in advance 131,928,060.17 40,423,500.00 Salary payable 258,190.22 -- Taxes payable -341,032.61 -58,959.68 Interest payable -- -- Dividend payable -- -- Others payables 319,016,458.33 299,169,464.74 Non-current liabilities due within -- -- one year Other current liabilities -- -- Total current liabilities 453,670,484.91 339,534,005.06 Non- current liabilities: Long-term loans -- -- Bonds payable -- -- Long-term payables -- -- Special payables -- -- Accrued liabilities -- -- 31 承德南江股份有限公司 2014 年半年度报告全文 Deferred income tax liability -- -- Other non-current liability -- -- Total non-current liability -- -- Total liabilities 453,670,484.91 339,534,005.06 Owners equity (or Shareholders equity): Paid-in capital(share capital) 706,320,000.00 706,320,000.00 Capital surplus 449,365,886.69 449,365,886.69 Less: treasury stock -- -- Special reserve -- -- Surplus reserve 76,791,550.17 76,791,550.17 Reserve for general risks -- -- Retained profit -1,181,791,867.88 -1,210,114,062.41 Converted difference in foreign -- -- currency Total owners equity (or shareholders 50,685,568.98 22,363,374.45 equity) Total liabilities and owners equity (or 504,356,053.89 361,897,379.51 shareholders equity) Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng Person in Charge of Accounting Department: Liu Fengguo 3. Consolidated Income Statements Prepared by: Chengde Nanjiang Co., Ltd. In RMB Item Current Amount Amount of the Previous Period I. Total operation revenue 216,832,416.09 16,818,678.04 Including: Operating revenue 216,832,416.09 16,818,678.04 Interest income -- Earned premium -- Fee and commission -- income II Total Operating cost 230,284,671.75 19,894,604.22 Including: Operating costs 218,143,237.30 12,003,739.65 Interest costs -- 32 承德南江股份有限公司 2014 年半年度报告全文 Fee and commission costs -- Cash surrender -- Net compensation expenses -- Net extraction reserves for -- insurance contracts Policy dividend payout -- Reinsurance expense -- Business tax and surcharge 235,514.93 911,510.90 Sales expenses 1,746,266.78 -- Administrative expenses 10,192,427.86 7,999,177.06 Financial expenses -32,775.12 428,022.67 Asset impairment losses -1,447,846.06 Add: gains from changes of -- fair value (Loss is listed with “-”) Investment gain (Loss is 121,396.88 77,868.49 listed with “-”) Including: Investment gains -- on affiliated Company and joint venture Exchange gains (Loss is -- listed with “-”) III. Operating profits (Loss is listed -13,330,858.78 -2,998,057.69 with “-”) Add: Non-operating income 34,837,468.38 94,235,507.01 Less: Non-operating expenditure 4,304,076.70 283,931.85 Including: Disposal loss on -- non-current liability IV Total profits (Total loss is listed with 17,202,532.90 90,953,517.47 “-”) Less: Income tax expenses -23,637.85 4,944,803.47 V. Net profit (Net loss is listed with “-”) 17,226,170.75 86,008,714.00 Including: Net profit generated by -- combined party before merged Net profit attribute to owners of 19,331,150.10 86,021,262.29 parent company Minority interest -2,104,979.35 -12,548.29 VI. Earnings per share(EPS) -- -- 33 承德南江股份有限公司 2014 年半年度报告全文 (i) Basic Earnings per share(EPS) 0.03 0.12 (ii) Diluted Earnings per 0.03 0.12 share(EPS) VII. Other consolidated income -- VIII. Total consolidated income 17,226,170.75 86,008,714.00 Total consolidated income attributable to owners of parent 19,331,150.10 86,021,262.29 company Total consolidated income -2,104,979.35 -12,548.29 attributable to minority shareholders Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng Person in Charge of Accounting Department: Liu Fengguo 4. Profit Statement of parent company Prepared by: Chengde Nanjiang Co., Ltd. In RMB Items Current Amount Amount of the Previous Period I. Operation revenue 4,068,045.62 20,183.93 Less: Operating costs 468,045.62 16,666.64 Business tax and surcharge 198,000.00 -- Sales expenses 279,848.00 -- Administrative expenses 4,879,036.88 3,727,090.00 Financial expenses 344,699.66 -300.80 Asset impairment losses -- -- Add: gains from changes of fair -- -- value(Loss is listed with “-”) Investment gain(Loss is listed -- -- with “-”) Including: Investment gains -- -- on affiliated Company and joint venture III. Operating profits (Loss is listed -2,101,584.54 -3,723,271.91 with “-”) Add: Non-operating income 34,647,779.07 13,990.00 Less: Non-operating expenditure 4,224,000.00 5,000.00 Including: Disposal loss on -- -- non-current liability III. Total profit (Loss is listed with “-”) 28,322,194.53 -3,714,281.91 34 承德南江股份有限公司 2014 年半年度报告全文 Less: Income tax expenses -- -- IV. Net profit (net loss is listed with “-”) 28,322,194.53 -3,714,281.91 V. Earnings per share(EPS): -- -- (i) Basic Earnings per share(EPS) -- -- (ii) Diluted Earnings per -- -- share(EPS) VI. Other consolidated income -- -- VII. Total consolidated income 28,322,194.53 -3,714,281.91 Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng Person in Charge of Accounting Department: Liu Fengguo 5. Consolidated Cash Flow Statement Prepared by: Chengde Nanjiang Co., Ltd. In RMB Items Current Amount Amount of the Previous Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 301,623,200.23 19,460,726.98 services Net increase of customer deposit and -- -- interbank deposit Net increase of loan from central -- -- bank Net increase of capital borrowed -- -- from other financial institution Cash received from original -- -- insurance contract fee Net cash received from reinsurance -- -- business Net increase of insured savings and -- -- investment Net increase of disposal of -- -- transaction financial asset Cash received from interest, -- -- commission charge and commission Net increase of capital borrowed -- -- Net increase of returned business -- -- 35 承德南江股份有限公司 2014 年半年度报告全文 capital Write-back of tax received 151,568.94 -- Other cash received concerning 52,632,278.66 34,121,294.98 operating activities Subtotal of cash inflow arising from 354,407,047.83 53,582,021.96 operating activities Cash paid for purchasing commodities and receiving labor 363,427,051.94 171,080,376.89 service Net increase of customer loans and -- -- advances Net increase of deposits in central -- -- bank and interbank Cash paid for original insurance -- -- contract compensation Cash paid for interest, commission -- -- charge and commission Cash paid for bonus of guarantee -- -- slip Cash paid to/for staff and workers 3,669,467.29 1,935,408.16 Taxes paid 14,510,446.47 11,507,173.62 Other cash paid concerning 12,639,311.34 31,633,642.01 operating activities Subtotal of cash outflow arising from 394,246,277.04 216,156,600.68 operating activities Net cash flows arising from operating -39,839,229.21 -162,574,578.72 activities II. Cash flows arising from investing activities: Cash received from recovering 9,000,000.00 investment Cash received from investment 171,000.00 77,868.49 income Net cash received from disposal of fixed, intangible and other long-term 30,125,895.00 131,328,521.00 assets Net cash received from disposal of -- -- subsidiaries and other units 36 承德南江股份有限公司 2014 年半年度报告全文 Other cash received concerning 57,483,537.07 investing activities Subtotal of cash inflow from investing 30,296,895.00 197,889,926.56 activities Cash paid for purchasing fixed, 1,650,407.98 2,513,250.50 intangible and other long-term assets Cash paid for investment -- -- Net increase of mortgaged loans -- -- Net cash paid for obtaining -- -- subsidiaries and other units Other cash paid concerning -- -- investing activities Subtotal of cash outflow from investing 1,650,407.98 2,513,250.50 activities Net cash flows arising from investing 28,646,487.02 195,376,676.06 activities III. Cash flows arising from financing activities Cash received from absorbing -- 5,000,000.00 investment Including: Cash received from absorbing minority shareholders -- -- investment by subsidiaries Cash received from loans -- -- Cash received from issuing bonds -- -- Other cash received concerning 2,600,000.00 -- financing activities Subtotal of cash inflow from financing 2,600,000.00 5,000,000.00 activities Cash paid for settling debts -- 35,300,000.00 Cash paid for dividend and profit -- -- distributing or interest paying Including: Dividend and profit of minority shareholder paid by -- -- subsidiaries Other cash paid concerning 51,500.00 financing activities Subtotal of cash outflow from financing 51,500.00 35,300,000.00 37 承德南江股份有限公司 2014 年半年度报告全文 activities Net cash flows arising from financing 2,548,500.00 -30,300,000.00 activities IV. Influence on cash and cash equivalents due to fluctuation in -- -- exchange rate V. Net increase of cash and cash -8,644,242.19 2,502,097.34 equivalents Add: Balance of cash and cash 77,981,488.06 81,546,046.87 equivalents at the period -begin VI. Balance of cash and cash 69,337,245.87 84,048,144.21 equivalents at the period -end Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng Person in Charge of Accounting Department: Liu Fengguo 6. Cash Flow Statement of parent company Prepared by: Chengde Nanjiang Co., Ltd. In RMB Item Current Amount Amount of the Previous Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 102,230,505.54 -- services Write-back of tax received -- -- Other cash received concerning 20,287,177.62 44,065,925.29 operating activities Subtotal of cash inflow arising from 122,517,683.16 44,065,925.29 operating activities Cash paid for purchasing commodities and receiving labor 89,171,684.36 153,850,000.00 service Cash paid to/for staff and workers 2,375,405.09 590,449.08 Taxes paid 5,804,152.68 3,823,299.85 Other cash paid concerning 61,627,291.75 2,943,238.52 operating activities Subtotal of cash outflow arising from 158,978,533.88 161,206,987.45 operating activities Net cash flows arising from operating -36,460,850.72 -117,141,062.16 38 承德南江股份有限公司 2014 年半年度报告全文 activities II. Cash flows arising from investing activities: Cash received from recovering -- -- investment Cash received from investment -- -- income Net cash received from disposal of fixed, intangible and other long-term 30,000,000.00 -- assets Net cash received from disposal of -- -- subsidiaries and other units Other cash received concerning -- -- investing activities Subtotal of cash inflow from investing 30,000,000.00 -- activities Cash paid for purchasing fixed, 47,091.00 737,062.00 intangible and other long-term assets Cash paid for investment 5,000,166.64 49,170,370.00 Net cash paid for obtaining -- -- subsidiaries and other units Other cash paid concerning -- -- investing activities Subtotal of cash outflow from investing 5,047,257.64 49,907,432.00 activities Net cash flows arising from investing 24,952,742.36 -49,907,432.00 activities III. Cash flows arising from financing activities Cash received from absorbing -- -- investment Cash received from loans 43,700,000.00 167,348,870.00 Cash received from issuing bonds -- -- Other cash received concerning -- -- financing activities Subtotal of cash inflow from financing 43,700,000.00 167,348,870.00 activities Cash paid for settling debts 10,200,000.00 -- 39 承德南江股份有限公司 2014 年半年度报告全文 Cash paid for dividend and profit -- -- distributing or interest paying Other cash paid concerning 35,000.00 -- financing activities Subtotal of cash outflow from financing 10,235,000.00 -- activities Net cash flows arising from financing 33,465,000.00 167,348,870.00 activities IV. Influence on cash and cash equivalents due to fluctuation in -- -- exchange rate V. Net increase of cash and cash 21,956,891.64 300,375.84 equivalents Add: Balance of cash and cash 5,681,141.82 777,456.70 equivalents at the period -begin VI. Balance of cash and cash 27,638,033.46 1,077,832.54 equivalents at the period -end Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng Person in Charge of Accounting Department: Liu Fengguo 7. Consolidated Statement on Changes of Owners' Equity Prepared by: Chengde Nanjiang Co., Ltd. Current Amount In RMB Current Amount Owners' equity attributable to the parent company Interest of Paid-in Reserve Total Item Less: minority capital(s Capital Special Surplus for Retaine owners treasury Other sharehold hare surplus reserve reserve general d profit equity stock ers capital) risks -1,029,8 I. Balance at the end of last 706,320 456,470, 76,791, 27,302,79 237,004,27 -- -- -- 80,318.1 -- year ,000.00 250.78 550.17 5.85 8.62 8 Add: Changes of -- -- -- -- -- -- -- -- -- -- accounting policy Error correction of -- -- -- -- -- -- -- -- -- -- previous period Others -- -- -- -- -- -- -- -- -- -- II. Balance at the beginning of 706,320 456,470, -- -- 76,791, -- -1,029,8 -- 27,302,79 237,004,27 40 承德南江股份有限公司 2014 年半年度报告全文 this year ,000.00 250.78 550.17 80,318.1 5.85 8.62 8 III. Increase/ Decrease in this 19,331,1 -2,104,97 17,226,170 year (Decrease is listed -- -- -- -- -- -- 50.10 9.35 .75 with'"-") 19,331,1 -2,104,97 17,226,170 (i) Net profit -- -- -- -- --- -- 50.10 9.35 .75 (ii) Other consolidated income -- -- -- -- -- -- -- -- -- -- 19,331,1 -2,104,97 17,226,170 Subtotal of (i)and (ii) -- -- -- -- -- -- 50.10 9.35 .75 (III) Owners' devoted and -- -- -- -- -- -- -- -- -- -- decreased capital 1. Owners' devoted capital -- -- -- -- -- -- -- -- -- -- 2. Amount calculated into -- -- -- -- -- -- -- -- -- -- owners' equity paid in shares 3. Others -- -- -- -- -- -- -- -- -- -- (IV)Profit distribution -- -- -- -- -- -- -- -- -- -- 1. Withdrawal of surplus -- -- -- -- -- -- -- -- -- -- reserves 2. Withdrawal of general risk -- -- -- -- -- -- -- -- -- -- provisions 3. Distribution for owners -- -- -- -- -- -- -- -- -- -- (shareholders) 4. Others -- -- -- -- -- -- -- -- -- -- (V) Carrying forward internal -- -- -- -- -- -- -- -- -- -- owners' equity 1. Capital reserves conversed to -- -- -- -- -- -- -- -- -- -- capital (share capital) 2. Surplus reserves conversed -- -- -- -- -- -- -- -- -- -- to capital (share capital) 3. Remedying loss with -- -- -- -- -- -- -- -- -- -- surplus reserve 4. Others -- -- -- -- -- -- -- -- -- -- (VI) Special reserve -- -- -- -- -- -- -- -- -- -- 1. Withdrawal in this period -- -- -- -- -- -- -- -- -- -- 2. Usage in this period -- -- -- -- -- -- -- -- -- -- (VII) Other -- -- -- -- -- -- -- -- -- -- 41 承德南江股份有限公司 2014 年半年度报告全文 -1,010,5 IV. Balance at the end of the 706,320 456,470, 76,791, 25,197,81 254,230,44 -- -- -- 49,168.0 report period ,000.00 250.78 550.17 6.50 9.37 8 Amount in last year In RMB Amount in last year Owners equity attributable to the parent company Interest of Paid-in Reserve Total Items Less: minority capital(s Capital Special Surplus for Retaine owners treasury Other sharehold hare surplus reserve reserve general d profit equity stock ers capital) risks -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: retroactive adjustment arising from -- -- -- -- -- -- -- -- -- -- enterprise consolidation under the same control Add: Changes of -- -- -- -- -- -- -- -- -- -- accounting policy Error correction of -- -- -- -- -- -- -- -- -- -- previous period Other -- -- -- -- -- -- -- -- -- -- -1,124,6 II. Balance at the beginning of 706,320 456,470, 76,791, 114,894,67 -- -- -- 87,129.3 -- -- this year ,000.00 250.78 550.17 1.61 4 III. Increase/ Decrease in this 94,806,8 27,302,79 122,109,60 year (Decrease is listed -- -- -- -- -- -- -- 11.16 5.85 7.01 with”-”) 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 devoted and 22,174,74 22,174,749 -- -- -- -- -- -- -- -- decreased capital 9.89 .89 5,000,000 5,000,000. 1. Owners devoted capital -- -- -- -- -- -- -- -- .00 00 2. Amount calculated into -- -- -- -- -- -- -- -- -- -- owners equity paid in shares 42 承德南江股份有限公司 2014 年半年度报告全文 17,174,74 17,174,749 3. Others -- -- -- -- -- -- -- -- 9.89 .89 (IV)Profit distribution -- -- -- -- -- -- -- -- -- -- 1. Withdrawal of surplus -- -- -- -- -- -- -- -- -- -- reserves 2. Withdrawal of general risk -- -- -- -- -- -- -- -- -- -- provisions 3. Distribution for owners -- -- -- -- -- -- -- -- -- -- (shareholders) 4. Others -- -- -- -- -- -- -- -- -- -- (V) Carrying forward internal -- -- -- -- -- -- -- -- -- -- owners equity 1. Capital reserves conversed to -- -- -- -- -- -- -- -- -- -- capital (share capital) 2. Surplus reserves conversed -- -- -- -- -- -- -- -- -- -- to capital (share capital) 3. Remedying loss with -- -- -- -- -- -- -- -- -- -- surplus reserve 4. Others -- -- -- -- -- -- -- -- -- -- ( VI) Special reserve -- -- -- -- -- -- -- -- -- -- 1. Withdrawal in this period -- -- -- -- -- -- -- -- -- -- 2. Usage in this period -- -- -- -- -- -- -- -- -- -- (VII) Other -- -- -- -- -- -- -- -- -- -- -1,029,8 IV. Balance at the end of the 706,320 456,470, 76,791, 27,302,79 237,004,27 -- -- -- 80,318.1 -- report period ,000.00 250.78 550.17 5.85 8.62 8 Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng Person in Charge of Accounting Department: Liu Fengguo 8. Statement on Changes of Owners' Equity of Parent Company Prepared by: Chengde Nanjiang Co., Ltd. Current Amount In RMB Current Amount Paid-in Less: Reserve Total Items Capital Special Surplus Retained capital(sha treasury for general owners surplus reserve reserve profit re capital) stock risks equity I. Balance at the end of last year 706,320,00 449,365,88 -- -- 76,791,550 -- -1,210,114, 22,363,374 43 承德南江股份有限公司 2014 年半年度报告全文 0.00 6.69 .17 062.41 .45 Add: Changes of accounting -- -- -- -- -- -- -- -- policy Error correction of -- -- -- -- -- -- -- -- previous period Other -- -- -- -- -- -- -- -- II. Balance at the beginning of 706,320,00 449,365,88 76,791,550 -1,210,114, 22,363,374 -- -- -- this year 0.00 6.69 .17 062.41 .45 III. Increase/ Decrease in this 28,322,194 28,322,194 -- -- -- -- -- -- year (Decrease is listed with”-”) .53 .53 28,322,194 28,322,194 (i) Net profit -- -- -- -- -- -- .53 .53 (II) Other consolidated income -- -- -- -- -- -- -- -- 28,322,194 28,322,194 Subtotal of (i)and (ii) -- -- -- -- -- -- .53 .53 (III) Owners devoted and -- -- -- -- -- -- -- -- decreased capital 1. Owners devoted capital -- -- -- -- -- -- -- -- 2. Amount calculated into -- -- -- -- -- -- -- -- owners equity paid in shares 3. Others -- -- -- -- -- -- -- -- (IV)Profit distribution -- -- -- -- -- -- -- -- 1. Withdrawal of surplus reserves -- -- -- -- -- -- -- -- 2. Withdrawal of general risk -- -- -- -- -- -- -- -- provisions 3. Distribution for owners -- -- -- -- -- -- -- -- (shareholders) 4. Others -- -- -- -- -- -- -- -- (V) Carrying forward internal -- -- -- -- -- -- -- -- owners equity 1. Capital reserves conversed to -- -- -- -- -- -- -- -- capital (share capital) 2. Surplus reserves conversed to -- -- -- -- -- -- -- -- capital (share capital) 3. Remedying loss with surplus -- -- -- -- -- -- -- -- reserve 4. Others -- -- -- -- -- -- -- -- 44 承德南江股份有限公司 2014 年半年度报告全文 (VI) Special reserve -- -- -- -- -- -- -- -- 1. Withdrawal in this period -- -- -- -- -- -- -- -- 2. Usage in this period -- -- -- -- -- -- -- -- (VII) Other -- -- -- -- -- -- -- -- IV. Balance at the end of the 706,320,00 449,365,88 76,791,550 -1,181,791, 50,685,568 -- -- -- report period 0.00 6.69 .17 867.88 .98 Amount in last year In RMB Amount in last year Paid-in Less: Reserve Total Item Capital Special Surplus Retained capital(sha treasury for general owners surplus reserve reserve profit re capital) stock risks equity 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: Changes of accounting -- -- -- -- -- -- -- -- policy Error correction of previous -- -- -- -- -- -- -- -- period Other -- -- -- -- -- -- -- -- II. Balance at the beginning of 706,320,00 449,365,88 76,791,550 -1,210,998, 21,478,537 -- -- -- this year 0.00 6.69 .17 899.43 .43 III. Increase/ Decrease in this -- -- -- -- -- -- 884,837.02 884,837.02 year (Decrease 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 devoted and -- -- -- -- -- -- -- -- decreased capital 1. Owners devoted capital -- -- -- -- -- -- -- -- 2. Amount calculated into -- -- -- -- -- -- -- -- owners equity paid in shares 3. Others -- -- -- -- -- -- -- -- (IV)Profit distribution -- -- -- -- -- -- -- -- 1. Withdrawal of surplus reserves -- -- -- -- -- -- -- -- 2. Withdrawal of general risk -- -- -- -- -- -- -- -- provisions 3. Distribution for owners -- -- -- -- -- -- -- -- 45 承德南江股份有限公司 2014 年半年度报告全文 (shareholders) 4. Others -- -- -- -- -- -- -- -- (V) Carrying forward internal -- -- -- -- -- -- -- -- owners equity 1. Capital reserves conversed to -- -- -- -- -- -- -- -- capital (share capital) 2. Surplus reserves conversed to -- -- -- -- -- -- -- -- capital (share capital) 3. Remedying loss with surplus -- -- -- -- -- -- -- -- reserve 4. Others -- -- -- -- -- -- -- -- (VI) Special reserve -- -- -- -- -- -- -- -- 1. Withdrawal in this period -- -- -- -- -- -- -- -- 2. Usage in this period -- -- -- -- -- -- -- -- (VII) Other -- -- -- -- -- -- -- -- IV. Balance at the end of the 706,320,00 449,365,88 76,791,550 -1,210,114, 22,363,374 -- -- -- report period 0.00 6.69 .17 062.41 .45 Legal Representative: Li Weimin Person in Charge of Accounting: Zhao Yongsheng Person in Charge of Accounting Department: Liu Fengguo III. Company profile (I) Historical development of the Company Chengde Nanjiang Co., Ltd. (Hereinafter referred to as "Nanjiang" or the "the Company") was formerly known as Chengde Dixian Knitting Co., Ltd., and was reorganized on 3 November 1999 by sponsorship, approved by the People's Government of Hebei Province with the issue of Ji Gu Ban [1999]No.: 36 with license of the business corporation obtained from Hebei Administration for Industry & Commerce; registered capital while established amounting as RMB 100,000,000, and RMB 1.00 per share. Among the abovementioned, RMB 85.10 million contributed by Wang Shuxian, representing 7.56 percent of the registered capital; Wang Zhengsong invested RMB 5.4444 million with 5.44 percent in total registered capital presented; Chengde Longfeng Cosmetics Co., Ltd. contributed RMB 0.9456 million, a 0.95 percent in registered capital and RMB 0.9456 million contributed by Chengde Xiabancheng Hongxing Plastics Products Plant with 0.95 percent in registered capital presented. On 29 August 2000, according to the Zheng Jian Fa Xing Zi [2000] No.: 121 issued by the China Securities Regulatory Commission, the Company issued 100,000,000 domestically listed foreign shares in Shenzhen Stock Exchange dated 19 September 2000; and excised the over-allotment option to increase issuing 15,000,000 B shares from September 29, 2000 to October 29, 2000. The registered capital of the Company after the issuance of B shares was RMB 215,000,000 with one Yuan of face value per share. 46 承德南江股份有限公司 2014 年半年度报告全文 According to the resolution of the shareholders general 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 shareholders general 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 as a foreign investment limited liability company. In 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 shareholders general 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 Wang Shuxian was compensated to Chen Rong for 45,491,544 Yuan, and on August 15, 2008, 96,000,000 sponsor shares held by Wang Shuxian was compensated to Chen Rong for 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 domestically listed foreign shares in 2004 and allotted 2 bonus shares free for every 10 shares in 2006; and it agreed that 208,324,800 shares of Dixian stock held by Wang Shuxian was changed to Chen Rong ; as well as the name of the Company changed to Chengde Dalu Co., Ltd. Total share capital of the Company was 706,320,000 shares and the registered capital of the Company was 706,320,000 Yuan after the Companys share increased and allotted, On 23 August 2011, the Company received the enterprise corporate business license issued from Chengde Administration for Industry and Commerce, register serial was No.: 130000400001225; registered capital and paid-up capital was 706.32 million Yuan with corporate type of limited liability company (Sino-foreign joint venture, listed) 47 承德南江股份有限公司 2014 年半年度报告全文 On April 6, 2012, Chen Rong, shareholder of Company, signed a share transfer agreement with Mr. Wang Dong for transferred all of the 208,324,800 shares held by himself (accounting for 29.49% of total capital of the Company) to Mr. Wang Dong; After equity transfer the above mentioned, capital contribution proportion of the shareholders of the Company were: 208.3248 million Yuan invested by Wang Dong, representing 29.49 percent of the register capital; 18517651 Yuan contributed by Hebei Chengde Northern Industrial Corporation, representing 2.62 percent of the register capital; 13327891 Yuan invested by Wang Zhengsong, a 0.33 percent in register capital; 2314829 Yuan invested by Chengde Xiabancheng Hongxing Plastics Products Plant, a 0.33 percent in register capital and 461.52 million Yuan contributed by shareholders of domestically listed foreign shares, representing 65.34 percent of the register capital. On 19 September 2012, being verified and approved by Chengde Administration for Industry and Commerce, the Companys name changed as Chengde Nanjiang Co., Ltd. (II) Nature of business Nanjiang engaged in the operation and development of real estate, subsidiary of the Company engaged in real estate industry, international trading and agricultural farming industry (III) Business scope R&D and sales of new energy, and new material products as well as technology promotion and technical service; scientific research of modern eco-agriculture and technology promotion service, wholesales of eco-agriculture products; import and export trade of goods and technology; development and construction as well as sales and operation of general residential and supporting commercial facilities for the two lands of NanjiangHuijing Tiandi (2013-12 and 2013-13); property management. (IV) Main products and labor service Sales of the real estate development products, trading of plastic raw materials and product sales of animall and plant breeding (V) Basic framework of the Company The high authority of the Company is shareholders general meeting, implemented the general-manager responsibility system under the leadership of the Board. Set up the functional department of security, administrative, H&R, financial, auditing, and sales, business department and research center etc. according to the requirement of business development. IV. Main Accounting policy, estimate and previous errors 1. Basis Preparation of the Financial Statements The financial statements of the Company is prepared based on the going-concern in accordance with the actually occurred transactions and events and the “Accounting Standards for Business Enterprises – Basic Standards” and 38 specific accounting standards promulgated by the ministry of finance on 15th, Feb., 2006, the subsequently promulgated application guide and interpretation of the accounting standards for business enterprises and other relevant provisions (hereinafter collectively referred to as “ASBE”), and China Securities Regulatory Commission 48 承德南江股份有限公司 2014 年半年度报告全文 “information disclosure regulations No.15 for the companies publicly issuing securities - general provisions of financial reports” (2010 Revision) 2. Statement of Compliance with the Accounting Standards for Business Enterprises The financial statements prepared by the Company meet the requirements of the Accounting Standards for Business Enterprises; truthfully and completely reflect the financial status, operation results and cash flow etc. of the Company. 3. Fiscal period The fiscal year of the Company is from 1 January to 31 December on basis of Gregorian calendar. 4. Book-keeping currency The Company adopts RMB (CNY) as the currency when preparing this financial statement. 5. Accounting treatment for business merge under the common/different control (1) Business merger under the common control (1)Individual financial statements For the merger of enterprises under the same control, with payment of cash, transfer of non-cash assets or bearing debt and issuance of equity securities as the consideration of the merger, the initial cost of the long-term equity investment shall be recognized at the share of the book value of the owners equity of the merged enterprise. The difference between the initial cost of the long-term equity investment and the payment of merger consideration shall offset against the capital reserve. If the capital reserve is insufficient to offset, the retained earnings shall be adjusted. All directly relevant expenses incurred to the Company for the merger of enterprises, including auditing fees and assessment fees and legal fees, shall be included in the current profit and loss at occurrence. In case that there is consolidated financial statement of the party consolidated, the initial investment cost of long term equity investment shall be determined based on the owners equity in the consolidated financial statement of such party as at the merger date. (2)Consolidated financial statement The assets and liability obtained by merging party in business merge should be measured by the book value of the merged party at date of business merger. In case of different acounting policy adoped by the parties in business merger, the Company shall adjusted on consolidation date in line with the accounting policy of the Company, and recognized on that basis according to the Accounting Standards for Business Enterprises (ASBE). (2) Business merger under the different control As for the business merger under the different control, the merger costs refers to the assets paid by the acquirer for obtaining the control rights of the acquiree on the acquisition date, the liabilities incurred or assumed, and the fair value of the issued equity securities. If there is agreement on such future events that may affect consolidated cost 49 承德南江股份有限公司 2014 年半年度报告全文 in the consolidation contract and if it is estimated that such event may happen on acquisition date, the affected consolidated costs which could be measured reliably shall be recorded in consolidated cost. As for the Company, the intermediary fees such as auditing, legal services and consulting services costs and other administrative costs incurred by the business merger are charged to the current profit and loss; The transaction costs of the equity securities or debt securities issued as the combination consideration by the Company are reckoned in the initially recognized amount of the equity securities or debt securities. The balance of which the merger costs are more than the net identifiable assets fair value share of the acquiree obtained in the merger is recognized as goodwill. For those whose merger costs are less than the net identifiable assets fair value share of the acquiree obtained in the merger, while those whose merger costs are still less than the net identifiable assets fair value share of the acquiree obtained in the merge after rechecking, reckon its the balance in the current profit and loss. As for the business merger under different control achieved in stages by multiple exchanges and transactions, relevant accounting treatment shall be made by distinguishing the individual financial statement and consolidated financial statement: (1) In individual financial statement, the total of book value of equity investment held by the acquiree before acquisition date and the investment cost, which has increased, shall be consider as the initial investment cost for the investment; If the equity of acquiree party held before acquisition date related to other consolidated income(such as the parts reckoned into capital reserves from the variation of fair value of financial assets available for sales, the same below), the other consolidated income shall transfer to current investment income while disposed the investment. (2) In consolidated financial statement, re-measured the fair value of the equity on acquisition dated for those equity of acquiree party held before acquisition date, the difference of the fair value and its book value shall reckoned into current investment income; If the equity of acquiree party held before acquisition date related to other consolidated income, other consolidated income related with them shall transfer to investment income of the period while acquisition date occurred. 6. Relevant specific accounting policy for equity disposal on step-by-step basis to lose control (1) A principle of judgment of “Package Deal” Make the clauses, conditions and economic impact of all transactions that meet with one or more of the following circumstances in the process of realizing the business combination step by step, and take multiple transactions as a package deal and do the accounting treatment. 50 承德南江股份有限公司 2014 年半年度报告全文 (2) Accounting method for “Package Deal” Dispose the clauses, conditions and economic impact of all transactions to the equity investment of the subsidiaries that meet with one or more of the following circumstances, and take multiple transactions as a package deal and do the accounting treatment: ① These transactions are made simultaneously or in considering the effects of each other; ② Only these overall transactions can reach a complete business results; ③ The occurrence of one transaction depends on the occurrence of at least one other transaction; ④ It is uneconomical to see a transaction alone, but economical to consider along with all the others. All transactions disposing the equity investment of the subsidiaries until losing the control right are a package deal, distinguish the individual financial statements from the consolidated financial statements and do the relevant accounting treatment: ①In the individual financial statements, take all transactions as one that disposes the subsidiaries and loses the control right and do the accounting treatment, the company disposes the investments in subsidiaries, and the balance between the disposal costs and the book value corresponding to the disposal of investment should be recognized as the current investment income in the parent company's individual financial statements; ② In the consolidated financial statements, the balance between each disposal cost and the share of the net assets of this subsidiary corresponding to the disposal of investment before losing the control right should be recognized as other consolidated income, and be transferred into the current profit and loss when losing control right. (3) Accounting method for Non “Package Deal” The enterprises that lose the control right of the subsidiaries due to the disposal of some equity investment or other reasons, which doesnt belong to a package deal, should do the accounting treatment by distinguishing the individual financial statements and the consolidated financial statements: ① In the individual financial statements, the equity to be disposed should get accounting treatment in accordance with the provisions of "Accounting Standards For Business Enterprises No. 2 - long-term equity investment"; at the same time, the residual equity should be recognized as the long-term equity investment or other related financial assets according to the book value. The residual equity that can carry out a joint control or have a significant impact on the existing subsidiaries after the disposal should get the accounting treatment according to the related regulations of transferring the cost method to the equity method. ②In the consolidated financial statements, the residual equity should be re-measured in accordance with its fair value on the date of losing the control right. The balance by subtracting the sum of the consideration achieved by disposing the stock rights and the fair value of the residual equity from the share of the net assets of the original subsidiary being calculated according to the original shareholding ratio since the purchase date should be reckoned in the current investment income at the period of losing the control right. The other consolidated income related to the equity investment of the original subsidiary should be transferred into the current investment income when losing the control right. The enterprise should disclose the fair value of the residual equity on the date losing the control right after disposal in the annotations, and re-measure the generated gains or the lost amount according to the fair value. 7. Preparing method of consolidated financial statements (1) Preparing method of consolidated financial statements When preparing the consolidated financial statements, for the accounting policies adopted by the subsidiaries and the Company being inconsistent during the accounting time period, adjust in accordance with the accounting policies of the Company and the financial statements of the subsidiaries during the accounting time period. 51 承德南江股份有限公司 2014 年半年度报告全文 The consolidated financial statements are prepared by the Company based on the individual financial statement of the Company and subsidiaries by reference to other related information after adjustment to the long term equity investments of the subsidiaries at equity method. The influence on consolidated balance sheet, consolidated profit statement, consolidated cash flow statement and consolidated changes of owners equity from inner transactions shall be neutralized between the Company and its subsidiaries and between the subsidiaries while prepared the consolidated financial statement. Reduce the minority interest for those that the subsidiaries losses shared by the minority shareholders exceed the shares that the minority shareholders gained from the owner's equity at the beginning period of this subsidiary. In reporting period, for the subsidiaries increased by the business merger under the common control, opening amount of the consolidated balance sheet shall be adjusted; the revenue, expenses and profit of the subsidiary from the beginning period of the merger to end of the Period shall included in the consolidated profit statement; and the cash flow statement of the subsidiary from the beginning period of the merger to end of the Period shall included in consolidated cash flow statement. In reporting period, for the subsidiaries increased by the business merger under the different control, dont adjust the opening amount of the consolidated balance sheet; the revenue, expenses and profit of the subsidiary from the purchase date to end of the Period shall included in the consolidated profit statement; and the cash flow statement of the subsidiary from the purchase date to end of the Period shall included in consolidated cash flow statement. In reporting period, as for the disposed subsidiaries, the revenue, expenses and profit of the subsidiary from the beginning of the Period to disposal date shall included in the consolidated profit statement; and the cash flow statement of the subsidiary from the beginning of the Period to disposal date shall included in consolidated cash flow statement. When losing the control rights of the original subsidiaries because of disposing some equity investment or other reasons, in consolidated financial statement, re-measure the residual equity in accordance with its fair value on the date of losing the control rights. Use the sum of the consideration obtained by disposing the stock rights and the fair value of the residual equity to minus the balance among the net assets shares of the original sub companies continuously calculated since the acquisition date in accordance with the original shareholding ratio, and then reckon in the current investment income when losing the control rights. Transfer the other consolidated incomes related to the equity investment of the original subsidiaries to the current investment income when losing the control rights. (2)Disclosure of related accounting method for buy-and-resell or sell-and-repurchase of equities in the same subsidiary within two successive accounting years 52 承德南江股份有限公司 2014 年半年度报告全文 8. Determination criteria of cash and cash equivalent When prepared the cash flow statement, the stock cash and deposits available for payment at any time of the Company are recognized as cash. The investment with the follow characters obtained at the same time is recognized as cash equivalent: short term (expire within 3 months commencing from purchase day), active liquidity, easy to convert to already-known cash, and small value change risks. 9. Foreign currency business and foreign currency statement translation (1)Foreign currency business The foreign currency business shall be translated to the RMB amount at the spot exchange rate on the transaction date. For the foreign currency monetary items translated at the spot exchange rate, all differences are included in the current gains/losses except for the differences arising from foreign currency borrowings related to the acquisition or construction of fixed assets which are qualified for capitalization. The foreign currency non-monetary items measured at historical cost shall still be measured by the functional currency translated at the spot exchange rate on the date of the transaction without its book-keeping currency changed. Foreign currency non-monetary items measured at fair value are translated at the spot exchange rate on the date of determination of the fair value, the translation differences occurred will included in the current gains/losses or capital reserves. (2) Foreign currency statement translation The assets and liabilities items in the balance sheet are translated at the spot rate of the balance sheet date; as for owners equity items, items are translated at the spot rate of the occurrence date other than the item of “retained profit”. In profit statement, revenue and expense items are translated at the spot rate of the transaction occurrence date. The balance arising from the translation of foreign currency financial statements on above-mentioned, such balance are separately listed in the owners equity in balance sheet. When disposal of any overseas business, the balance arising from the translation of foreign currency financial statements, which related to the overseas business, listed under the owners equity in balance sheet shall transfer to disposal of current gains/losses from item of owners equity; while part of the overseas business disposed, the balance arising from the translation of foreign currency financial statements shall transfer to disposal of current gains/losses by disposal proportion. 10. Financial instruments Financial instruments including financial assets, financial liability and equity instrument (1) Classification of financial instruments In terms of purposes of obtained and holding the financial assets and financial liability undertake, the Company divides them into financial assets and financial liability, measured by fair value and with variation of fair value reckoned into current gains/losses, which including transactional financial assets or financial liability ( and financial assets and financial liability, measured by fair value and with variation of fair value reckoned into 53 承德南江股份有限公司 2014 年半年度报告全文 current gains/losses appointed directly); held-to-maturity investment, account receivables, financial assets available for sales and other financial liability etc. (2) Recognition basis and measurement method for financial instruments (1) Financial assets (financial liability) measured by fair value and with variation of fair value reckoned into current gains/losses Amount is initially measured by the fair value while obtained (deducted cash dividend which has announced without paid or bond interest expired without received), relevant transaction expenses reckoned into current gains/losses. The interest or cash dividend obtained in period of holding are recognized as investment income, the changes of fair value shall included in current gains/losses at end of the period. In case of disposal, the difference between the fair value and initial book-keeping amount shall recognize as investment income, and gains/losses from change of the fair value shall be adjusted at the same time. (2) Held-to-maturity investment Amount is initially measured by the sum of fair value (deducted bond interest expired without received) while obtained and relevant transaction expenses. Interest income in period of holding shall be calculated base on amortized cost and real interest rates, and included in investment income. The real interest rates are recognized while obtained and remain the same in expected duration or in an applicable shorter period. In case of disposal, the difference between the amount while obtained and book value of the investment shall reckon into investment income. (3) Account receivable Account receivables represent the creditors right receivables formed from sales of goods and provision of labor services, and claims of debt instrument of other enterprise held by the Company, excluding the debt instrument that quoted in an active market, including account receivable and other account receivable etc, and are initially measured at the contract or agreement amount receivable from the purchaser; for those which has nature of financing, initially measured at the present value. When recovered or disposed, the difference between the amount received and the carrying value of the account receivables shall be recorded in current profit and loss. (4) Financial assets available for sale Amount is initially measured by the sum of fair value (deducted cash dividend which has announced without paid or bond interest expired without received) while obtained and relevant transaction expenses. Interest or cash dividend obtained in period of holding shall be recognized as investment income. At end of the period, measured by fair value and the changes of fair value reckoned into capital reserves (other capital reserves). When disposed, the difference between the amount received and the carrying value of the financial assets shall be recorded in gains/losses of investment; the portion of the accumulative amount of changes in the fair value originally recorded in the owners equity which corresponds to the portion whose has been disposed, reckoned 54 承德南江股份有限公司 2014 年半年度报告全文 into investment gain/loss at the same time. (5) Other financial liability Amount is initially measured by the sum of fair value and relevant transaction expenses. The Company subsequently stated at amortized cost. (6) Held-to-maturity investment for sales or reclassify as financial assets available for sale: In case that the amount of held-to-maturity investments disposed or reclassified into other categories of financial assets is greater than the total amount of all the held-to-maturity investment of the Company before the disposal or reclassification, the remaining held-to-maturity investment shall be recorded as financial assets available for sale immediately after such disposal or reclassification, unless: ① the date of disposal or reclassification is relatively close to the maturity date or redemption date of the investment (such as three months before expiration), and change of market rate has no material affects on the fair value of the investment. ②the enterprise has nearly recovers the entire initial principal under the payment method as agreed by contract. ③the disposal or reclassification is due to such independent matter that the enterprise is not able to control, will not happen again as expected and can not predicted reasonably. (3) Recognition and measurement of transfers of financial asset In case of financial assets transfer, financial assets shall be derecognized if the financial asset, along with substantially all the risk and return arising from the ownership of the financial asset, has been transferred to the transferee; if the financial asset, along with substantially all the risk and return arising from the ownership of the financial asset has reserved, the financial assets shall not be derecognized. In judging whether the financial assets transfer satisfy the abovementioned derecognized condition, principle of substance over form shall prevail. The Company distinguishes the transfer of financial assets as transfer totally or transfers partially. If the transfer of financial asset totally occurred meets de-recognized condition, the balance between the followed two amounts shall reckoned into current gains/losses: (1) Carrying value of the financial assets transferred; (2) Sum of the consideration, obtained due to transfer, and the accumulative amount of changes in fair value originally recorded in the owners equity (applicable to the financial assets available for sale involved in the transfer of financial assets). If the transfer of financial asset partially occurred meets de-recognized condition, the carrying value of all transfer of financial assets shall be amortized separately based on relatively fair value between the parts which has been de-recognized and those parts which has not been de-recognized, the balance between the followed two amount shall reckoned into current gains/losses: (1) Carrying value of the parts de-recognized; (2) Sum of the consideration from the de-recognized parts, and the accumulative amount of changes in fair value 55 承德南江股份有限公司 2014 年半年度报告全文 originally recorded in the owners equity which corresponds to the portion whose has been de-recognized (applicable to the financial assets available for sale involved in the transfer of financial assets). Transfer of financial assets meets no de-recognizes condition, the financial assets shall continue to confirm, the consideration obtained shall recognized as financial liability. (4) Recognition condition for termination of financial liability When the prevailing obligations of a financial liability are relieved in all or in part, the recognition of the financial liability shall be terminated in all or partly; Where the Company enters into an agreement with a creditor so as to substitute the existing financial liabilities by way of any new financial liability, and if the contractual stipulations regarding the new financial liability is substantially different from that regarding the existing financial liability, it shall terminate the recognition of the existing financial liability, and shall at the same time recognized the new financial liability. Where an enterprise makes substantial revisions to some or all of the contractual stipulations of the existing financial liability, it shall terminated the recognition of the existing financial liability or part of it, and at the same time recognize the financial liability after revising the contractual stipulations as a new financial liability. Where the recognition of a financial liability is totally or partially terminated, the gap between the carrying amount which has been terminated from recognition and the considerations it has paid (including the non-cash assets it has transferred out and the new financial liability it has assumed) shall included into the profits and losses of the current period. Where the Company buys back part of its financial liabilities, it shall distribute, on the repo day, the carrying amount of the whole financial liabilities in light of the comparatively fair value of the part that continues to be recognized and the part whose recognition has already been terminated. The gap between the carrying amount which is distributed to the part whose recognition has terminated and the considerations it has paid (including the non-cash assets it has transferred out and the new financial liabilities it has assumed shall be recorded into the profits and losses of the current period. (5) Recognition method for fair value of financial assets and financial liabilities In case of an active market, fair value of the financial assets or financial liabilities are recognized by the quotation in active market; in case of absence of an active market, the Company recognizes fair value by reference to valuation technology (including reference to the price adopted by parties who are willing to make business and knowing conditions quite well in their latest transactions, reference to prevailing fair values of other financial instruments with similar essence, discount cash flow method and option pricing pattern etc.); as for the financial assets initially obtained or produced at source at the financial liabilities assumed, the fair value thereof shall be determined on the basis of the transaction price of the market. (6) Impairment test method and impairment provision method for financial assets (not including account receivables) On balance sheet date, the Company conducts inspection on carrying values of financial assets, except for those 56 承德南江股份有限公司 2014 年半年度报告全文 measured by fair value and its variation of fair value recorded into current gains/losses. If there is objective evidence indicating that impairment has happened to financial assets, impairment reserve then shall be provided. The objective evidence of the impairment of financial assets, including but not limited to: The issuer or debtor has serious financial difficulties; The issuer or debtor breaches the contract terms, for example, breaks his promise to pay the interests or the principle or exceeds the time limit, etc. The creditor makes a concession to the debtor having the financial difficulties in considering the economy or law; The debtor is likely to go into liquidation or make other financial restructuring; The financial assets cannot enliven the market and continue trading as the issuer has significant financial difficulties; When it cannot be identified whether the cash flow of an asset in one group of financial assets has been reduced, but found that the future cash flow of this group of financial assets since the initial recognition has already reduced and could be measured after making the comprehensive evaluation according to the open data, for instance, the payment ability of the debtor of this group of financial assets goes down, or the unemployment rate in the country or region where the debtor lives increases, or the price of the guaranty in the debtors area declines dramatically, or the industry is in the recession, etc. The technology, market, economy or legal environment of the issuer of the equity instruments have significant adverse changes, which makes the investor of the equity instrument may not be able to take back the investment cost; The fair value of the investment of equity instruments drops dramatically or non temporarily; The specific impairment methods of the financial assets are as follows: (1) Provision for impairment of available-for-sale financial assets: Evaluate the impairment loss of the available-for-sale financial assets by adopting the individually affirmed way, thereinto, the objective evidences showing the available-for-sale equity instruments have impairment in investment include the fair value of the equity instruments investment depreciates seriously or non-temporally, the specific quantitative criteria include: the Company respectively inspects the investment of each available-for-sale equity instrument on the balance sheet date, if the fair value of the investment of equity instrument on the balance sheet date is lower than its initial investment cost of more than 50% (including 50%) or the duration that the fair value is lower than its initial investment cost exceeds 12 months (including 12 months), then it indicates the impairment occurs. When the available-for-sale financial assets have impairment, even though the financial assets are not derecognized, the Company will transfer the accumulated losses of the initially reckoned owner's equity that are generated by the depreciation of fair value from the owner's equity, and reckon in the current profit and loss. The transferred accumulated losses are equal to the balance after deducting the recovered principal, amortized amount, current fair value and impairment loss initially reckoned in the profit and loss from the initial acquisition cost of available-for-sale financial assets For the available-for-sale debt instruments, whose impairment loss has been recognized, if the fair value has gone up and objectively concerned with the matters occurred after recognizing the initial impairment loss in the subsequent accounting periods, the previously recognized impairment loss shall be reversed and reckoned in the 57 承德南江股份有限公司 2014 年半年度报告全文 current profit and loss; the impairment loss of the investments of available-for-sale equity instruments shall be reversed through the equity when the price of equity instruments rises; for the investments of equity instruments that have no offer in an active market or its fair value cannot be measured reliably, or the impairment loss that has connection with this equity instrument and must be generated by paying the financial derivative settled by this equity instrument cannot be reversed. (2) Impairment reserve for held-to-maturity investment If there has objective evidence of impairment on held-to-maturity investment, the impairment losses shall be recognized by the gap between its carrying value and estimated future cash flow; if there has evidence of return for the values, the impairment losses recognized originally can be turned back, and reckoned into current gains/losses, however, the returned carrying value should not exceed the amortized cost of the financial assets on the date of provision reversal if assets impairment provision had not been made. Judging standards for vary impairment of financial assets available for sale (7)As for reclassification of un-matured held-to-maturity investments into financial assets available for sale, explain the holding purposes or references for change of ability 11. Recognition standards and accrual method for bad debt provision for accounts receivable (1) Bad debt provision for accounts receivable with single major amount Determine basis or amount standards for single significant amount Amount with one million above Conducts and impairment test independently, accrual bad debt reserve on the difference between the present values of estimated future cash flow, which is lower than its carrying withdrawal method for account with single significant amount and value, than reckoned into current gains/losses. For those withdrawal single item bad debt provision account receivable without impairment been found after testing, accrual bade debt reserves included in the corresponding group (2) Accounts whose bad debts provision was accrued by combination Methods on withdrawal of Combination bad debt provision based on Basis for combination recognized combination As for the receivable with single amount of over one million Yuan without impairment being found after testing individually, Age combination Age analysis method and those minor receivable below one million Yuan, adopts age analysis accrual the bad debt provision In combination, accounts whose bad debts provision was accrued by age analysis: √ Applicable □ Not-applicable Account age Rate for receivables Rate for other receivables Within one year (one year 5.00% 5.00% 58 承德南江股份有限公司 2014 年半年度报告全文 included) 1-2 years 20.00% 20.00% 2-3 years 50.00% 50.00% Over 3 years 100.00% 100.00% In combination, withdrawal proportion of bad debt provision based on balance proportion: □ Applicable √ Not-applicable In combination, withdrawal proportion of bad debt provision based on other methods □ Applicable √ Not-applicable (3) Accounts receivable with single significant amount and bad debts provision accrued individually There is an objective evidence of impairment which is probably about to occurred, Reasons for withdrawal single item bad debt such as revocation from the debtor, bankruptcy or dead, and still able to recover after provision liquidated by the bankruptcy property or heritage as well as serious insufficient cash flow etc. For those account receivable with objective evidence of impairment been found, separated them from the relevant groups for impairment testing independently, and Withdrawal method for bad debt provision impairment losses shall recognized and withdrawal bad debt reserves on the difference between the present values of estimated future cash flow which is lower than its carrying value, 12. Inventories (1)Classification of inventories Inventories are categorized into development cost, development products, relocation housing animals & plants aquaculture plant products and low value consumables etc. (2)Valuing of the delivered inventory Valuing method: Other The Company adopts the historical cost for obtaining or the planned cost to value the inventory according to its actual situation, and specific identification method for the development projects. (3) Confirmation of net realizable value for the inventory and provision for inventory impairment Making an overall check of the inventory at end of the year, withdrawal the lower one according to the cost or the net realizable value, or adjusted the provision for inventory impairment. Withdrawal the impairment provisions for the single inventory at end of the year. In case the influencing factor for write-down of the inventory values has disappeared, the amount which has been written down can be recover, and shall switch back within the inventory falling price reserves which has been accrual originally, the amount switch back shall reckoned into current gains/losses. (4)Inventory System Inventory system: perpetual inventory system 59 承德南江股份有限公司 2014 年半年度报告全文 (5) Amortization method for the low-value consumables and wrappage Low-value consumables Amortization method: one-off amortization method Wrappage Amortization method: one-off amortization method 13. Long-term equity investment (1) Determination of investment cost 1) Long-term equity investment arising from enterprise combination, more accounting policy found in the accounting treatment for enterprise combined (not) under the same control 2) Long-term equity investment acquired by other methods. The initial investment cost of a long-term equity investment obtained by making payment in cash shall be accounted for its actual cash paid. The initial investment cost of a long-term equity investment obtained on the basis of issuing equity securities shall be the fair value of the equity securities issued. The initial investment cost of a long-term equity investment of an investor shall be the value stipulated in the investment contract or agreement (deducted the declared but not yet paid cash dividends or profits received) except the unfair value stipulated in the contract or agreement. The initial investment cost of a long-term equity investment of an investor shall be the value stipulated in the investment contract or agreement except the unfair value stipulated in the contract or agreement. 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 non-monetary assets not meeting the above premises, the book value of assets surrendered and related taxes shall be accounted as cost of assets received and the profits and losses shall not be concluded. The initial investment cost of long-term equity investment obtained by recombination of liabilities shall be accounted at fair value. (2) Subsequent measurement and recognition of profit or loss 1) Subsequent measurement Long-term equity investments of the Company in its subsidiaries are accounted for at cost method and adjusted at equity method when preparing the consolidated financial statements. Investments on the subsidiary company of an investing enterprise, investees not under common control or significant influence, and long-term equity investments not quoted in an active market and where its fair value cannot be measured reliably shall be accounted by the cost method. 60 承德南江股份有限公司 2014 年半年度报告全文 Long-term equity investments under common control or significant influence shall be accounted by the equity method. If the initial cost of a long-term equity investment is more than the investing enterprises attributable share of the fair value of the investees identifiable net assets for the investment, the initial cost of the long-term equity investment may not be adjusted; if the initial cost of a long-term equity investment is lower than the investing enterprise attributable share of the fair value of the investees identifiable net assets for the investment, the difference shall be included in the profit or loss for the current period Treatment for other changes in owners' equity other than the net profit or loss of the investee: where any change is made to the owners' equity other than the net profits and losses of the investee, the book value of the long-term equity investment shall be adjusted and be included in the owners' equity, and the capital reserves (other capital reserves) shall be accordingly adjusted, in accordance with the attributable share of the net profits or losses of the investee. 2) Recognition of profit (gains) and losses For long-term equity investment measured in the cost method, except for the declared but unpaid cash dividends or profits contained in the payment or consideration actually made at the time of investment, the Company shall recognized the cash dividends or profits declared to be paid by an investee as investment yield as an investment income. Under the equity method, when the Company confirms that it should share losses of the investee, treatment shall be done in following sequence: firstly, the book value of the long-term equity investment shall be reduced; secondly, where the book value is insufficient to cover the share of losses, investment losses are recognized to the extent of book value of long-term equity which form net investment in the investee in substance and the book value of long-term account receivables shall be reduced; finally, after all the above treatments, if the Company is still responsible for any additional liabilities in accordance with the provisions stipulated in the investment contracts or agreements, accrual liabilities are recognized and included into current investment loss according to the obligations estimated to undertake. If the investee achieves profit in subsequent periods, the treatment is in the reversed sequence described above, i.e. after deduct any unrecognized investment losses, reduce book value of estimated liabilities recognized, restore book values of other long-term equity which form net investment in the investee in substance, and of long-term equity investment, and recognize investment income at the same time. (3)Basis of determining joint control or significant influence Jointly 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 investee but is not control or joint control over those polices. (4) Testing and provision method of impairment Balance sheet date, when the long-term equity investment has the sign of decrease in value due to the continuous depreciation of market price or the deteriorating operation state of the investor, the recoverable amount of the long-term equity investment is determined by choosing the higher one from the net amount that is calculated by 61 承德南江股份有限公司 2014 年半年度报告全文 subtracting the disposal cost from the fair value of the single long-term equity investment and the present value of the predicted future cash flow of the long-term equity investment. When the recoverable amount of the long-term equity investment is less than the book value, write down the book value of the assets to the recoverable amount, recognize the write-down amount as the assets impairment loss and reckon in the current profit and loss, and withdraw the corresponding provision for impairment of assets at the same time. The long-term equity investment that is under the significant impact, has no offer in the active market and has fair value cannot be measure reliably, of which the impairment loss is recognized according to the balance between its book value and the present value which is determined by the market return of the similar financial assets at that time discounting the future cash flow. For the long-term equity investments having the sign of decrease in value, except for the business reputation formed due to the business combination, if the measurement results of the recoverable amount show that the recoverable amount of this long-term equity investment is less than its book value, the balance can be recognized as the impairment loss. For the long-term equity investment calculated by adopting the cost method, it should be considered whether it will have a decrease in value after the investees declaring to assign cash dividends or profits and confirm the investment income. The impairment loss of long-term equity investment cannot be reversed once recognized. 14. Investment real estate Investment real estate of the company are those held for rental income or capital appreciation, or both, including land use rights already leased out, land use rights held for sale after capital appreciation and buildings already leased out. Investment real estate of the Company is accounted value by its cost. Cost of purchased-in investment real estate consists of payment for purchase, relevant taxes and other expenditure which is attributable to the assets directly; while cost of self-built investment real estate is formed with all necessary expenditures occurred before construction completion of the assets arriving at the estimated utilization state. Consequent measurement of investment estate shall be measured by cost method. Depreciation and amortization are provided to the buildings and land use right pursuant to the predicted service life and net rate of salvage value. The predicted service life and net rate of salvage value and annual depreciation(amortization) are listed as follows: Type Expected operating life Predicted rate of net salvage Depreciation(amortizatio (year) value n) rate per annum Land Use Right 50 0%-10% 1.80% House and buildings 20-28 0%-10% 3.56%-4.50% When investment real estate turns to be used by holders, it shall switch to fixed assets or intangible assets commencing from the date of such turning. And when self-used real estate turns to be leased out for rental or additional capital, the fixed assets or intangible assets shall switch to investment real estate commencing from the date of such turning. In situation of switch, the carrying value before the switch shall be deemed as the credit value after the switch. Indication of impairment is assessed, the recoverable amount shall be estimated and the impairment shall be 62 承德南江股份有限公司 2014 年半年度报告全文 recognizing while the recoverable amount lower than its book value. Impairment loss once recognized shall not be reversed. When investment is disposed, or out of utilization forever and no economic benefit would be predicted to obtain through the disposal, the Company shall terminate recognition of such investment real estate. The amount of income from disposal, transfer, discarding as scrap or damage of investment real estate after deducting the asset s carrying value and relevant taxation shall be written into current gains and losses. 15. Fixed assets (1) Recognition criteria of fixed assets Fixed assets refer to the tangible assets held for the purpose of producing commodities, rendering services, renting or business management with useful lives exceeding one fiscal year. Fixed assets will only be recognized when all the following criteria are satisfied: (1) It is probable that the economic benefits relating to the fixed assets will flow into the Company; (2) The costs of the fixed assets can be measured reliably. (2) Basis of recognition and method of measurement of fixed assets by financing lease (3) Method of provision for impairment of fixed assets The fixed assets are depreciated at straight-line-method, and the depreciation rates are determined as follows based on the results from estimated net residual values (0% - 10% of original values) deduction by original value and estimated service life: Category Estimated useful life (Year) Estimated residual rate Annual depreciation rate Houses and buildings 20-28 0-10.00% 3.56-4.5 Machinery equipment 4-5 0-10.00% 18-22.04 Electronic equipment 4.5-5 0-10.00% 18-22.04 Transportation equipment 5-20 0-10.00% 6.33-23.75 (4) Testing and provision methods of impairment of fixed assets Balance sheet date, the fixed assets are valued according to the lower one of its book value and the recoverable amount. If the recoverable amount of the fixed assets is less than the book value, write down the book value of the assets to the recoverable amount, the write-down amount is recognized as the assets impairment loss and reckoned in the current profit and loss, and withdraws the corresponding provision for impairment of assets at the same time. The impairment loss of the fixed assets cannot be reversed in the subsequent accounting periods once recognized. 63 承德南江股份有限公司 2014 年半年度报告全文 (5) Other explanation 16. Construction in progress (1) Category of construction in progress Construction in progress is measured on an individual basis. (2) Criteria and timing for conversion of construction in progress into fixed assets Construction-in-progress is transferred into fixed assets when it is ready for its intended use based on actual cost. When a construction-in-progress is ready for its intended use but the actual cost is not yet determined, the estimated cost incurred up to the date when the construction-in-progress is ready for its intended use should be transferred into fixed asset and depreciated according to the companys accounting policy. The cost of the fixed asset will be adjusted when the actual cost of the fixed asset is determined; however, no adjustments will be made with regard to the amount depreciated since the construction-in-progress is transferred into fixed asset. (3) Testing and provision methods of impairment of construction in progress Balance sheet date, the Company measures the construction in process according to the lower one of its book value and the recoverable amount, withdraws the provision for impairment of construction in process according to the balance between the book value and the recoverable amount of the single assets and reckons in the current profit and loss, and withdraws the corresponding provision for impairment of assets at the same time. The impairment loss of construction in process cannot be reversed in the subsequent accounting periods once recognized. 17. Borrowing costs (1) Recognition principles of capitalization of borrowing costs The borrowing costs of the Company which can be directly attributable to the purchase or production of the assets qualifying for capitalization shall be capitalized and recorded in related assets cost; other borrowing expenses are confirmed as expenses upon occurrence according to the occurrence amount and recorded in current profit and loss. Assets qualifying for capitalization represent those fixed assets, investment property and inventory etc. which require quite a long time of purchase or production activities to reach the conditions for planned use or be ready for sale. Borrowing costs start to capitalize when the following conditions are met: (1) Assets expenditures, which include the expenditures occurred for purchasing or producing assets qualifying for capitalization through payment of cash, transfer of non cash assets or assuming interest debts, have occurred; (2) Borrowing costs have occurred; (3) Purchase or production activity for reach of the conditions for planned use or ready for sale has occurred. If abnormal interruption occurs during the purchasing or producing assets qualifying for capitalization and the 64 承德南江股份有限公司 2014 年半年度报告全文 interruption lasts over 3 months consecutively, the borrowing expenses shall stop capitalization temporarily. Capitalization of borrowing costs should be ceased when the acquired and constructed or produced assets eligible for capitalization have reached their intended use or sale condition. If part items are completed and available for use separately when purchasing or producing assets qualifying for capitalization, such part of assets shall stop capitalization in respect of their borrowing expenses. (2) Capitalization period of borrowing costs Capitalization period refers to the period from the beginning of capitalization to the cease of capitalization, excluding the period of capitalization suspension of borrowing costs. (3) Period of capitalization suspend (4) Calculation method of capitalization amount of borrowing costs Interest expenses (after deduction of the interest income obtained from the unused borrowing capitals as saved in bank or investment income obtained from temporary investment) and auxiliary expenses of special borrowings are capitalized when the assets qualifying for conditions purchased or produced reach conditions for planned use or be ready for sale. The interest of general borrowings which should be capitalized is calculated based on the weighted average number of the capital expenditure that the accumulative assets expenditure exceeding special borrowings multiplies the capitalization rate taken in general borrowings. Capitalization rate is calculated based on the weighted average interest rate of general borrowings. For discount or premium of borrowings, the Company determines the discount or premium amount that shall be amortized in each accounting period under effective interest method and adjusts the interest amount for each period. 18. Biological assets The biological assets of the Company refer to consumptive biological assets and productive biological assets. The consumptive biological assets including young and livestock etc., productive biological assets including eggs etc. Biological assets are recognized upon satisfaction of the following conditions: pup (1) the company owns or controls the biological asset due to the past transaction or proceeding; (2) the economic benefits or service potential related to the biological assets are likely to flow into the company; (3) cost of the biological assets can be measured reliably. Acquisition and disposal of biological assets: cost of biological assets upon change of use is determined based on the carrying value when use changes; the disposal income arising from disposal, damage or inventory losses of biological assets less the carrying value and related taxes shall be recorded in current profit and loss. The productive biological assets are initially measured according to the cost. The cost of the outsourcing 65 承德南江股份有限公司 2014 年半年度报告全文 productive biological assets includes purchase cost, related taxes and dues, transportation charge, insurance expenses and other expenses directly belonging to the purchase of this asset. The book value of the productive biological assets of the investors is measured by adding the value on the investment contract or the value stipulated by agreement to the payable taxes and dues, but if the contract or agreement appoints the value as unfair, the actual cost is determined by the fair value. The cost of the progenitive productive biological assets is determined according to the necessary expenses occurred before achieving the anticipated production and management purposes, including the feed cost, labor cost and indirect expenses to be shared, etc. The closing or the management and feeding costs occurred after achieving the predetermined production and management purposes of the productive biological assets of the Company are reckoned in the current profit and loss. The Company withdraws and depreciates the productive biological assets, and the depreciation adopts the straight-line depreciation method. The Company determines its service life and anticipated net residual value according to the nature and service condition of the productive biological assets and the anticipated implementation way of the related economic interests. At the end of the year, the Company re-checks the service life, anticipated net residual value and depreciation method of the productive biological assets, and adjusts correspondingly if it differs from the original assessment. The expected service life, anticipated net residual value and yearly depreciation of the productive biological assets of the Company are as follows: Category Estimated useful life (Year) Estimated residual rate Annual depreciation rate Eggs 1 5% 95% Balance sheet date, the Company measures the productive biological assets in accordance with the lower one of its book value and the recoverable amount, withdraws the provision for impairment of productive biological assets according to the balance between the book value and the recoverable amount of the single assets. The impairment loss of the productive biological assets cannot be reversed in the subsequent accounting periods once recognized. Gain and disposal of the biological assets: The cost of the biological assets after changing the purposes are recognized according to the book value at the time when changing the purposes; when the biological assets being sold, damaged or having inventory losses, reckon the balance after deducting the book value and related taxes and dues from the disposal consideration in the current profit and loss. 19. Intangible assets (1) Measurement of intangible assets (1) The Company initially measures intangible assets at cost on acquisition; The cost of an externally acquired intangible asset comprises its purchase price, related taxes and surcharges and any other directly attributable expenditure of preparing the asset for its intended use. If the deferred payment of purchase price of intangible assets exceeding normal credit terms is substantially of financial nature, the cost of intangible assets should be recognized at the present value of the purchase price. The intangible assets which the debtor uses to pay back the debt in debt restructuring should be recognized at the 66 承德南江股份有限公司 2014 年半年度报告全文 fair value of the intangible assets. The difference between the book value of restructured debts and the fair value of intangible assets used to pay back the debt should be recorded into the current profit and loss; On the premise that non-monetary assets trade is of commercial nature and the fair value of the assets traded in or out can be measured reliably, the intangible assets traded in by the trade of non-monetary assets should be recognized at the fair value of the assets traded out, unless any unambiguous evidence indicates that the fair value of the assets traded in is more reliable; as to the non-monetary assets trade not meeting the aforesaid premise, the book value of the assets traded out and related taxes payable should be recognized as the cost of the intangible assets traded in, with gains or losses not recognized. The intangible assets obtained by the absorption and merger of an enterprise under common control are recognized at the book value of the merged enterprise; the intangible assets obtained by the absorption and merger of an enterprise not under common control are recognized at the fair value. Costs of intangible assets developed internally and independently include: the costs of materials and labor services used to develop the intangible assets, the registration fee, the amortization of other patents and franchise used in the process of development, the interest of capitalization, and other direct expenses for preparing the intangible assets for their intended use. (2) Subsequent measurement The useful life of intangible asset is analyzed on acquisition. As for intangible assets with limited useful lives, straight-line amortization method is adopted in the period when the intangible assets generate economic benefit for enterprise; if the period when the intangible assets generate economic benefit for enterprise cannot be forecasted, the intangible assets should be deemed as those with indefinite useful lives and should not be amortized. (2) Estimation of useful life of intangible assets with limited useful life Every end of the year, re-checking the useful life and amortization method for intangible assets with limited useful life Being checking, the useful life and amortization method shows no difference with the previous estimation Item Expected useful life References for expected useful life Patent right, trademark right, non-patents and outsourcing 5 years Within the terms of contractual rights or other statutory rights software Land Use Right 50 years Within the terms of contractual rights or other statutory rights (3)Judgment basis for the intangible assets with indefinite useful lives Re-checking the useful life of intangible assets with indefinite useful lives at every end of the year Being checking, there is no intangbile assets with indefinite usefull lives been found 67 承德南江股份有限公司 2014 年半年度报告全文 (4)Provision of impairment reserve for intangible assets Balance sheet date, the Company measures the intangible assets in accordance with the lower one of its book value and the recoverable amount, withdraws the provision for impairment of intangible assets according to the balance between the book value and the recoverable amount, the corresponding asset impairment loss is reckoned in the current profit and loss. The intangible assets impairment loss cannot be reversed in the subsequent accounting periods once recognized. (5)Specific criteria for the division of research phase and development phase for internal research and development projects of the Company Research phase: Scheduled innovative investigations and research activities to obtain and understand scientific or technological knowledge. Development phase: Apply the research outcomes or other knowledge to a plan or design prior to a commercial production or use in order to produce new or essentially-improved materials, devises, products, etc. The expenses occurred during the research stage of internal R&D projects are accounted into profits and losses of the current period. (6) Calculation of expenditure for internal R&D projects Expenditure in the research stage of inner research development project should be included in the profit or loss for the current period in which they are occurred. Expenditure in the development stage should be recognized as intangible assets when all of the following conditions are met: (1) It is technically feasible that the intangible assets are completed for the purpose of their uses or sales; (2) The Company has an intention to complete the intangible assets for their uses or the sale; (3) The way of how the intangible assets generate economic benefits including the ability to prove the products generated by the intangible assets have a market or the intangible assets itself have a market, and the ability to prove its serviceability if the intangible assets will be used internally; (4) The Company has sufficient technical and financial resources and other supporting resources to complete the research and development of such intangible assets and is capable of using or selling such intangible assets; (5) Expenditure occurred in the development stage of such intangible assets can be accurately calculated; 20. Long-term Deferred Expenses Amortized equally during the benefit period for those long-term expenses whose has a defined benefit period, for those without a defined benefit period, amortized equally within 5 years. 21. Accrual liability When the Company is involved in proceedings, debt guarantees, onerous contracts and reorganization events, if such events may require delivery of assets or rendering of services in the future and the amounts of such events can be reliably measured, estimated liabilities are recognized. 68 承德南江股份有限公司 2014 年半年度报告全文 (1) Recognition criteria of accrued liability The Company recognizes the estimated liabilities when obligations related to contingencies satisfy all the following conditions: -- This obligation is a present obligation of the Company; -- The performance of such obligation is likely to result in outflow of economic benefits from the Company; and -- The amount of the obligation can be measured reliably. (2) Method of measuring the estimated liabilities Estimated liabilities shall be initially measured at the best estimate of the expenditure required to settle the related present obligation. The Company, when determining the best estimate, has had a comprehensive consideration of risks with respect to contingencies, uncertainties and the time value of money. If the time value of money is significant, the best estimate shall be determined after discounting the relevant future outflow of cash. The best estimate will be dealt with separately in the following circumstances: The expenses required have a successive range (or band), in which the possibilities of occurrence of each result are the same, and the best estimate should be determined as the middle value for the range, i.e. the average of the upper and lower limit. The expenses required does not have a successive range (or band), or although there is a successive range (or band), the possibilities of occurrence of each result are not the same, if the contingency is related to individual item, the best estimate should be determined as the most likely amount; where the contingency is related to a number of items, the best estimate should be calculated and determined according to the possible results and the relevant possibilities. When all or part of the expenses necessary for the settlement of an estimated liability of the Company is expected to be compensated by a third party, the compensation should be separately recognized as an asset only when it is virtually certain that the compensation will be received. The amount recognized for the compensation should not exceed the book value of the estimated liability. 22. Share-based payment and equity instrument (1) Category of share-based payment Share-based payment represents the transaction pursuant to which the Company grants equity instruments or bears the liabilities as determined based on the equity instrument for the purposes of provision of services by its employees and other parties, including two methods namely equity-settled and cash-settled. (2) Recognition method for fair-value of equity instrument For equity instruments which are settled at equity for exchange of services provided by employees, it shall be measured based on the fair value of equity instruments granted to employees; for exchange of services provided by others, it shall be measured based on its fair value as of the acquisition date. If the fair value of others service 69 承德南江股份有限公司 2014 年半年度报告全文 can not be measured reliably, it shall be measured based on the fair value of the services as of the acquisition date. Fair value of equity instruments is determined under the following methods: (1) If active market exists, determined based on the quotation in the active market; (2) If no active market exists, determined under evaluation technology, including taking references to the price used by willing parties for the latest transactions, the prevailing fair value of other financial instruments in substantially same nature, cash flow discount method and option pricing model. (3) Basis of best estimation for vesting equity instrument The Company determines the best estimate of exercisable equity instrument based on the subsequent information such as the latest available change of number of exercisable employees. (4) Relevant accounting treatment for implementation, amendment and termination of shares payment plan 23. Revenue (1) Criteria of time for good sales recognized When the Company has transferred significant risks and rewards of ownership of the goods to the buyer; the Company retains neither continuous management rights associated with ownership of the goods sold nor effective control over the goods sold; the relevant amount of revenue can be measured reliably; it is highly likely that the economic benefits associated with the transaction will flow into the enterprise; and the relevant amount of cost incurred or to be incurred can be measured reliably, revenue from sales of goods shall be recognized. (2) Recognition basis of revenue from transferring the use right of assets The economic benefits related to transactions are probable to flow into the Company; and amount of revenue can be measured reliably (3) Recognition criteria of revenue from rendering of service (1) Amount of the revenue can be measured reliably; (2) Relevant economic profit probably flows into the enterprise; (3) Progress of completion of the transaction can be measured reliably; (4) Cost occurred during transactions and those is about to occurred can be measured reliably (4) Recognition basis and method of construction progress completion while recognize revenue from labor service providing and from construction contract by percentage of completion method 24. Government grants (1) Category Government subsidies are monetary assets and non-monetary assets acquired free of charge by the Company from the government. Government subsidies are classified into government subsidies related to assets and government subsidies related to income. 70 承德南江股份有限公司 2014 年半年度报告全文 (2) Accounting treatment Government subsidies related to acquisition and construction of fixed assets, intangible assets and other long-term assets are recognized as deferred income, and included in non-operating income by stages within the useful life of the assets acquired and constructed; The government grants related to earnings are recognized as deferred earnings while obtained if they are used for compensating the relevant expenses or losses of the Company in subsequent periods, and are recorded in the profit or loss in the period of recognition of relevant expenses; if they are used to compensate the relevant expenses or losses occurred of the Company, they are directly recorded in the non-operation revenue of the current period while obtained. 25. Deferred income tax assets and deferred income tax liabilities (1) Recognition basis for the deferred income tax assets The deferred income tax assets arising from deductible temporary difference shall be recognized to the amount of taxable income which it is most likely to obtain and which can be deducted from the deductible temporary difference. (2) Recognition basis for the deferred income tax liabilities The Company shall recognize the accrued taxable temporary differences of the current period and prior periods as a deferred income tax liability. Excluding the temporary difference arising from the transaction by goodwill and through non-business combination which, at the time of transaction, the accounting profits will not be affected, nor will be taxable amount is affected. 26. Operation lease and financing lease (1) Accounting treatment of operation lease (1) The lease payment paid for leasing assets is amortized under straight line method in the entire lease period without deduction of lease-for-free period, and is recorded in current expenses. The initial direct expenses paid by the Company related to lease transactions shall be recorded in current expenses. If asset leaser assumes the lease related expenses which shall be assumed by the Company, the Company shall deduct such expenses from the total rental and amortize based on the deducted rental expenses during the lease period and record in current expenses. (2) The lease fee collected by the Company for assets lease is amortized under straight line method in the entire lease period without deduction of lease-for-free period, and is realize as lease income. The initial direct expenses paid by the Company related to lease transactions shall be recorded in current expenses; for significant amount, it shall be capitalized and recorded in current income in phases under the same basis as realization of lease income in the entire lease period. 71 承德南江股份有限公司 2014 年半年度报告全文 If the Company assumes the lease related expenses which shall be assumed by the lessee, the Company shall deduct such expenses from the total rental income and allocate based on the deducted rental expenses during the lease period. (2) Accounting treatment of financing lease (1) Assets leased by financing lease: the Company accounts the leased assets at the lower of the fair value of leased assets and present value of the minimum lease payment on the inception date of the lease, and the minimum lease payment is deemed as the accounting value of long term account payables, and the difference is taken as unrealized financing expenses. The Company amortizes the unrealized financing expenses at effective interest rate method in the asset lease period and records in finance expenses. (2) Assets leased out by financing lease: on the inception date of the lease, the Company realizes the difference between the sum of financing lease account receivables and unguaranteed remaining value and its present value as unrealized financing income which is conformed as lease income in future periods involving lease. The initial direct expenses occurred by the Company related to lease transaction shall be recorded in the initial measurement of financing lease account receivables. And income realized in lease period shall be reduced accordingly. (3) Accounting treatment of sale and leaseback 27. Changes of main accounting policy and estimate Whether main accounting policy and estimate of the Company changed in the Period or not □Yes √No No changes in principal accounting policies and estimates in reporting period (1) Changes of accounting policies Whether there have changes of major accounting policies in the Period or not □ Yes √ No (2) Changes in accounting estimates Whether have changes in accounting estimates in report period □ Yes √ No 28. Error correction of previous accounting Whether has error correction of previous accounting occurred in this period □ Yes √ No No error correction of previous been found (1) Retrospective restatement method Whether has accounting errors of previous period with retrospective restatement method in reporting period or not □ Yes √ No 72 承德南江股份有限公司 2014 年半年度报告全文 (2) Prospective application method Whether has accounting errors of previous period with prospective application method in reporting period or not □ Yes √ No 29. Other major accounting policy, accounting estimation and preparation method for financial statement V. Taxes 1. Main tax category and tax rate: Tax category Tax calculation evidence Tax rate VAT Taxable added value 17% Business tax Taxable turnover 5% Urban maintenance and construction tax Turnover tax payable 5% Enterprise income tax Taxable income 25% Land appreciation tax Appreciation value or pre-requisitioned Progressive rates Rental income or original value of the Property tax 12% or 1.2% property Income tax rate for vary branches and plants 2. Tax preference and approvals Approved by "CXGSSYGZi[2013]No.004", Chengde Nanjiang Ecological Agriculture Co., Ltd. can get the privilege of deducting the income from the agriculture, forestry, animal husbandry and fishery by rule. 3. Other explanation VI. Business Combination and Consolidated Financial Statements 1. Subsidiaries (1) Subsidiaries acquired by means of establishment or investment In RMB Actua Other Prop The sum The balance after Propo Nature l balance ortio Con of money the parent Regist rtion Regist of invest of items n of solid Minori in companys Full Type ration er Business scope of ation ty name voti or equity minority owners equity place busine ment constitut capital share ss amou e net ng not equity writing down the s held nt at investm right which is excess of the 73 承德南江股份有限公司 2014 年半年度报告全文 period ent in used to current loss -end subsidia write undertaken by ry down the minority actually minority shareholders of interest eth subsidiary over the share enjoyed by minority shareholders in the original owners equity of the subsidiary Investment on industry of new energy, new materials, mining Cheng and dressing, de modern Wholl Nanjia Industr agriculture, real y-own Cheng 90,000 90,00 ng ial industry and 100.0 100. ed de ,000.0 0,000. -- Y -- -- -- Invest invest construction 0% 00% subsidi City 0 00 ment ment engineering; ary Co., investment Ltd.*1 management; investment consultation; import-export trading Cheng de Agricu Cultivation and Nanjia Wholl ltural sale of cereals, ng y-own cultiva Cheng 10,000 edible mushrooms, 10,00 Ecolog ed tion 100.0 100. de ,000.0 fruits and 0,000. -- Y -- -- -- ical sub-su and 0% 00% City 0 vegetables and 00 Agricu bsidiar crop herbs; livestock lture y farmin breeding and sales Co., g Ltd.*2 Cheng Wholl Paper- Production and US$ 2 de y-own Cheng makin sales of the 75,00 50 100.0 100. Xingy ed de g high-end coated 0,000. -- Y -- -- -- millio 0% 00% e subsidi City industr paper and serial of 00 n Paper ary y kraft board paper 74 承德南江股份有限公司 2014 年半年度报告全文 makin g makin g Co., Ltd. *3 Nanjia ng Wholl Asia US$ 2 y-own Hon International Invest Tradin 0 797,5 100.0 100. ed Kon investment and -- Y -- -- -- ment g millio 38.34 0% 00% subsidi China trading Co., n ary Ltd. *4 Research and development of Cheng grapheme and its de Holdin application Morsh g Cheng R&D 50,000 materials, power 50,00 90.00 90.0 4,974, Techn sub-su de of ,000.0 batteries and 0,000. -- Y -- -- % 0% 905.67 ology bsidiar City energy 0 battery materials, 00 Co., y high performance Ltd.*5 membrane materials, nano-materials. Cheng de Huijin Wholl Proper g y-own Cheng ty Property Proper ed 500,00 500,0 100.0 100. de manag management -- Y -- -- -- ty sub-su 0.00 00.00 0% 00% City ement service Servic bsidiar service e Co., y Ltd. *6 Other explanation on subsidiary obtained by establishment or investment: *1. Chengde Nanjiang Investment Co., Ltd (shorted as Nanjiang Investment) was founded by Rongyida on 9 th Oct. 2012. Original register capital was RMB 50 million wholly invested by shareholder Rongyida. Since Rongyida transferred 100% equity worth RMB50 million to Nanjiang Company, Nanjiang Company held 100% equity of Nanajiang Investment after the transfer. On 6 th Jan. 2013, Nanjiang Company added RMB40 million to Nanjiang Investment thus the register capital reached RMB90 million. *2. Chengde Nanjiang Ecological Agriculture Co., Ltd (shorted as Ecological Agriculture) was founded by Nanjiang Investment on 24th Oct. 2012 with original capital of RMB5 million which was wholly invested by Nanjiang Investment. On 18th Apr. 2013, Nanjiang Investment added RMB5 million to Ecological Agriculture thus register capital reached RMB10 million . 75 承德南江股份有限公司 2014 年半年度报告全文 *3. Chengde Xingye Papermaking making Co., Ltd (shorted as Xingye Papermaking ) was founded jointly by Nanjiang Company and (Hong Kong) Zhanxi International Group Co., Ltd (hereinafter referred to as Hong Kong Zhanxi) on 26 th Oct. 2001 authorized by the Approval Certificate issued by WJMZSAZ[2001] NO. 0065. Ruled by the Response to Joint Operation on Fund-Adding to Chengde Xingye Papermaking making Co., Ltd, which was issued on 28th Oct. 2002 by Ministry of Foreign Trade and Economic Cooperation of the Republic of China (former Commerce Ministry) authorized by WJMZEH[2001]NO. 969, register capital has to be raised to US$ 250 million from US$ 100 million; newly added register capital should be paid out within 3 years since operation certificate was changed in accordance with methods both parties ruled according to the contract and article of association. The paid-up capital of Xingye Papermaking was US$ 100 million. Its register capital didnt paid out within required period though shareholder had investment involved taking up 40% of the whole register capital, including Nanjiang Company gave US$75 million with 75% equity and Hong Kong Zhanxi invested US$ 25 million with 25% equity. In December of 2006, affected by smuggler affair on the largest shareholder Wang Shuxian and other senior directors of Nanjiang Company, Xingye Papermaking suspended all its th business, which led sharp loss to business. On 8 Dec. of 2008, Hebei Province Chengde Intermediate People's Court confirmed liquidation for Xingye Papermaking raised by Chengde Yonghe and Cement Co., Ltd, by the Civil Ruling (2008) CMPZ NO. 13. th On 11 of Mar. 2009, Hebei Province Chengde Intermediate Peoples Court approved reconciliation request raised by Xingye Papermaking by the Civic Ruling (2008) CMPZ NO. 13-2. On 23rd of Apr 2009, Hebei Province Chengde Intermediate People's Court confirmed that largest shareholder of Xingye ever stole the name of Hong Kong Zhanxi and set up a false foreign-capital corporation, by the Criminal Ruling (2009) JXEZZ NO. 44. On 10th May of 2009, Hebei Province Chengde Intermediate People's Court confirmed that Xingye Papermaking had reconciled with its creditor on 8 th of May 2009 and ended the reconciliation procedure, by the Civil Ruling (2008) CMPZ NO. 13-3. In Oct of 2012, the Chengde Intermediate Peoples Court issued Civil Mediation Agreement (2011) CMCZ NO. 76 which showed that Wang Shuxian reached a reconciliation agreement with Nanjiang Company and that Wang Shuxian coordinated small shareholders of Xingye Papermaking to give up their own equity as well as interests. As return, Nanjiang Company agreed to transfer its 20% equity from Suning Banhe, land of industry-park (34.03 acres), plant (25596.87sqm) and No. 131 land (44.4 acres) to Wang Shuxian. After reconciliation, Nanjiang Company wholly owns Xingye Papermaking . *4. Nanjiang Asia Investment o., Ltd (shortened as Nanjiang Asia) was founded by Nanjiang Company on 14th Nov. 2013, located in Hong Kong, with register capital of US$ 20 million, the paid-up was US$ 797, 583.34. *5. Chengde Morsh Technology Co., Ltd (shortened as Morsh Technology) was founded jointly by Nanjiang Investment and Ningbo Morsh Technology on 24th Jan. 2013 with register capital of RMB50 million, including Nanjiang Investment invested RMB45 million taking up 90% of the total investment; Ningbo Morsh Technology invested RMB5 million taking up 10%. *6. Chengde Huijing Property Service Co., Ltd (shortened as Huijing Property) was founded by Nanjiang Investment on 18 th Nov. 2013 with register capital of RMB500,000. Shareholder Nanjiang Investment invested RMB500,000 wholly owning it. (2) Subsidiaries acquired by business combination under the common control In RMB The balance after Balance State Amount the parent of other Invest in companys owners items ment Voti m minority equity writing Regi material Minori amou Holdi ng interest down the excess of strati Busine Register ly ty nt ng right e used for the current loss Name Type on ss ed Business scope forming interes actual propo prop writing undertaken by plac nature capital net t at rtion ortio n down minority e investm period n minority shareholders of the ent to t gain and subsidiary over the -end subsidia loss share enjoyed by ry s minority 76 承德南江股份有限公司 2014 年半年度报告全文 shareholders in the com original owners equity of the b subsidiary i n e d or n o t Devel Development Chengde Who o of Nanjian lly-o p Real g Real wne Che m Estate; import and Estate 10,000,0 100.0 100. d ngde e 1.00 -- Y -- -- -- export business of Develop 00.00 0% 00% subs City nt text ware, apparel ment idiar of manufacturing and Co., Ltd. y Real clothing; rental * estate service Other explanation on subsidiary obtained by enterprise combines under the common control *Chengde Nanjiang Real Estate Development Co., Ltd (previously named Chengde Rongyida Real Estate Development Co., Ltd) was set up on 20th Feb. 2009 with register capital of RMB 10 million, including Wang Fei invested RMB9 million taking up 90% of the total capital. The rest RMB one million was raised by Chen Liping, taking up 10%. On 27th July 2009, Wang Fei and Chen Liping transferred all their shares to the controlling shareholder Chen Rong. At the same time, Chen Rong transferred 100% shares to Nanjiang Holding with RMB1.00. After the transfer, Nanjiang Holding wholly owned the Company. On 14th March 2014, as approved by Chengde County Commercial Bureau, the Company changed its name to Chengde Nanjiang Real Estate Development Co., Ltd. (2) Subsidiaries acquired by business combination not under the common control In RMB Balance Amount The balance after of other State in the parent Investm items Voti minority companys owners Regi Minori Busin ent material Holdi ng m interest equity writing Busine stere ty Registratio amount ly ng right used for down the excess of Name Type ss d ess interes n place actual at forming propo prop e writing the current loss nature capit t scope period-e net rtion ortio down undertaken by al n minority nd investm n minority ent to gain and shareholders of the subsidia t loss subsidiary over the 77 承德南江股份有限公司 2014 年半年度报告全文 ry share enjoyed by minority shareholders in the c original owners equity of the o subsidiary m b i n e ( Y / N ) Intern Runhua ational Rural Water 30,0 tradin Holding Interna 20,222 (Tianjin) 00,0 g of 9,000,0 30.00 53.4 subsidiar Tianjin tional -- Yes ,910.8 -- -- International 00.0 plastic 00.00 % 3% y trading 3 Trade Co., 0 raw Ltd. * materi als Other explanation on subsidiary obtained by enterprise combines not under the same control *Runhua Rural Water (Tianjin) International Trade Co., Ltd (shortened as Runhua RW) was founded on 28 th Aug. 2008 after Tianjin Binhai New District Commercial Administration Bureau registered and approved, with corporation Certificate with registration No. 120192000028688. Original register capital was RMB30 million, including, Runhua RW Industrial Development Company invested RMB 4 million with 13.34% ratio, Yang Shengbao invested RMB one million with ratio of 3.33%, Wang Qianying invested RMB2 million with ratio of 6.67%, Ren Peiwen invested RMB2.01 million with ratio of 6.7%, Zhang Xiaofan invested RMB one million with ratio of 3.33%, Lan Chunhong invested RMB9.03 million with ratio of 30.10%, Zhao Qinghua invested RMB7 million with ratio of 23.33%, Jia Zhenghong invested RMB3 million with ratio of 10.00% and Li Kai invested RMB960,000 with ratio of 3.2%. On 25th June 2013, in accordance with the signed equity transfer agreement, Lan Chunhong and Zhao Qinghua respectively transferred 6.67% and 23.33% of shares they held from the Company to Nanjiang Holding. After transfer Nanjiang Holding invested RMB9 million taking up 30% of the register capital. After this change, investment ratio of shareholders particularized as: Runhua RWDevelopment invested RMB4 million with ratio of 13.34%, Yang Shengbao invested RMB one million with ratio of 3.33%, Wang Qianying invested RMB2 million with ratio of 6.67%, Ren Peiwen invested RMB2.01 million with ratio of 6.7%, Zhang Xiaofan invested RMB one million with ratio of 3.33%, Lan Chunhong invested RMB7.03 million with ratio of 23.43%, Jia Zhenghong invested RMB3 million with ratio of 10.00%, Li Kai invested RMB960,000 with ratio of 3.2%. Nanjiang holding invested RMB9 million with ratio of 30%. 78 承德南江股份有限公司 2014 年半年度报告全文 2. Explanation on changes of consolidation range Explanation on changes of consolidation range □ Applicable √ Not-applicable VII. Notes to major items in consolidated financial statements 1. Monetary fund In RMB Closing amount Opening amount Item Amount in Converting Amount in Converting Amount in RMB Amount in RMB foreign currency rate foreign currency rate Cash: -- -- 234,434.02 -- -- 19,146.58 RMB -- -- 234,434.02 -- -- 19,146.58 Bank savings: -- -- 69,102,811.85 -- -- 77,962,341.48 RMB -- -- 62,514,882.90 -- -- 75,093,993.26 USD 1,070,720.48 6.1528 6,587,928.95 470,460.11 6.0969 2,868,348.22 Other monetary fund: -- -- 8,896,903.16 -- -- 11,445,403.16 RMB -- -- 8,896,903.16 -- -- 11,445,403.16 Total -- -- 78,234,149.03 -- -- 89,426,891.22 Separate explanation is required for accounts with restricted application purposes, deposited overseas and of potential recovery risks arising from pledge, mortgage or frozen: Item Closing amount Opening amount Margin for housing mortgage 1,096,903.16 1,045,403.16 Margin for note payable 7,800,000.00 10,400,000.00 Total 8,896,903.16 11,445,403.16 The margin unable to use at any time are excluded in the cash flow statement while prepared by the Company 2. Account receivables (1) Classified by categories In RMB Closing amount Opening amount Categories Book balance Bad debt reserve Book balance Bad debt reserve Amount Proportion Amount Proportion Amount Proportion Amount Proportion Account receivable of bad debt provision withdrawal by combination Age group 3,854,492.6 100.00% 6,167.40 100.00% 123,348.0 100.00% 6,167.40 100.00% 79 承德南江股份有限公司 2014 年半年度报告全文 0 0 3,854,492.6 123,348.0 Subtotal of group 100.00% 6,167.40 100.00% 100.00% 6,167.40 100.00% 0 0 3,854,492.6 123,348.0 Total -- 6,167.40 -- -- 6,167.40 -- 0 0 Explanation for category of account receivables: Account receivable with single significant amount and withdrawal bad debt provision separately at period-end □ Applicable √ Not-applicable Account receivable provided for bad debt reserve under aging analysis method in the groups: √ Applicable □ Not-applicable In RMB Closing amount Opening amount Age Book balance Book balance Bad debt reserve Bad debt reserve Amount Proportion Amount Proportion within 1 year Including: -- -- -- -- -- -- Subtotal of within 3,854,492.60 100.00% 6,167.40 123,348.00 100.00% 6,167.40 1 year Total 3,854,492.60 -- 6,167.40 123,348.00 -- 6,167.40 In combination, withdrawal proportion of bad debt provision based on balance proportion: Account receivables □ Applicable √ Not-applicable In combination, withdrawal proportion of bad debt provision based on other methods: Account receivables □ Applicable √ Not-applicable Account receivable with minor single amount but with withdrawal bad debt provision for single item at period-end □ Applicable √ Not-applicable (2) Account receivables due from the shareholders holding 5% or above voting shares of the Company during the reporting period In RMB Closing amount Opening amount Name Bad debt provision Bad debt provision Book balance Book balance accrual accrual (3) Top 5 account receivable In RMB Name Relationship with the Amount Terms Proportion in total 80 承德南江股份有限公司 2014 年半年度报告全文 Company account receivables (%) Beijing Bo Lu Jing Hua Non- related party 2,635,500.00 Within 1 year 68.37% Technology Co., Ltd. Beijing Xiangeqing Industry & Trade Co., Associated corporate 738,676.00 Within 1 year 19.16% Ltd. Shanghai Guozhe Non- related party 322,130.00 Within 1 year 8.36% Trading Co., Ltd. Dou Yujun Non- related party 120,000.00 Within 1 year 3.11% Electricity Authority of Non- related party 25,575.60 Within 1 year 0.66% Chengde County Total -- 3,841,881.60 -- 99.66% (4) Account receivables due from related parties In RMB Proportion in total account Name of the company Relationship with the Company Amount receivables (%) Beijing Xiangeqing Industry Associated corporate 738,676.00 19.16% & Trade Co., Ltd. Total -- 738,676.00 19.16% 3. Other account receivables (1) Classify by category In RMB Closing amount Opening amount Book balance Bad debt reserve Book balance Bad debt reserve Categories Proportio Proportio Proportio Amount Amount Amount Proportion Amount n n n Other receivable with single significant amount 1,209,273.00 7.24% 1,209,273.00 34.57% 1,209,273.00 14.42% 1,209,273.00 34.57% and withdrawal bad debt provision separately Other account receivable of bad debt provision withdrawal by combination 13,639,063.6 Age group 81.64% 341,921.88 10.03% 5,318,030.55 63.42% 341,921.88 10.03% 1 Subtotal of group 13,639,063.6 81.64% 341,921.88 10.03% 5,318,030.55 63.42% 341,921.88 10.03% 81 承德南江股份有限公司 2014 年半年度报告全文 1 Other account receivable with minor single amount but withdrawal 1,857,951.91 11.12% 1,857,951.91 54.50% 1,857,951.91 22.16% 1,857,951.91 54.50% bad debt reserves on a single basis 16,706,288.5 Total -- 3,409,146.79 -- 8,385,255.46 -- 3,409,146.79 -- 2 Explanation for category of other receivables: Other receivable with single significant amount and withdrawal bad debt provision separately at period-end √ Applicable □ Not-applicable In RMB Other receivable Book balance Bad debt Accrual proportion Reasons Claims obtained from 1,209,273.00 1,209,273.00 100.00% Over 3 years auction Total 1,209,273.00 1,209,273.00 -- -- In combination, accounts whose bad debts provision was accrued by age analysis: Other receivable √ Applicable □ Not-applicable In RMB Closing amount Opening amount Book balance Book balance Age Proporti Bad debt reserve Proporti Bad debt reserve Amount Amount on on Within 1 year Including: 13,401,152.61 98.25% 242,138.52 5,085,113.76 95.62% 242,138.52 Subtotal of within 1 year 13,401,152.61 98.25% 242,138.52 5,085,113.76 95.62% 242,138.52 1-2 years 233,911.00 1.72% 97,783.36 228,916.79 4.30% 97,783.36 2-3 years 4,000.00 0.03% 2,000.00 4,000.00 0.08% 2,000.00 Total 13,639,063.61 -- 341,921.88 5,318,030.55 -- 341,921.88 In combination, withdrawal proportion of bad debt provision based on balance proportion: Other receivables □ Applicable √ Not-applicable In combination, withdrawal proportion of bad debt provision based on other methods: Other receivables □ Applicable √ Not-applicable Other receivable with single minor amount while withdrawal bad debt provision separately at period-end √ Applicable □ Not-applicable In RMB 82 承德南江股份有限公司 2014 年半年度报告全文 Other receivable Book balance Bad debt reserve Accrual proportion Accrual reasons Un-collectible by Wang Ansheng 141,000.00 141,000.00 100.00% estimated Un-collectible by Bao Degang 356,838.00 356,838.00 100.00% estimated Un-collectible by Yan Qizhong 200,000.00 200,000.00 100.00% estimated Un-collectible by Liu Chengquan 300,000.00 300,000.00 100.00% estimated Un-collectible by Li Tianhong 217,424.66 217,424.66 100.00% estimated Un-collectible by Zhou Haihong 642,689.25 642,689.25 100.00% estimated Total 1,857,951.91 1,857,951.91 -- -- (2) Other receivables due from the shareholders holding 5% or above voting shares of the Company during the reporting period In RMB Closing amount Opening amount Name Bad debt amount Bad debt amount Book balance Book balance accrual accrual (3) Nature or content of other receivables with significant amount In RMB Nature or content of the Name Amount Proportion in total other receivable amount County housing and 3,420,000.00 Migrant workers margin 20.47% Urban&Rural Planning bureau Chengde Great Wall 1,970,000.00 Security fee 11.79% Construction Group Shanxi Zhuozhong Trade Co., 1,800,000.00 Open credit 10.77% Ltd. Authority of County Non-Tax Margin for land 1,500,000.00 8.98% Income purchased Total 8,690,000.00 -- 52.01% Explanation 83 承德南江股份有限公司 2014 年半年度报告全文 (4) Top 5 other receivable In RMB Relationship with the Proportion in total other Name Amount Terms Company receivable County housing and Urban&Rural Planning Non- related party 3,420,000.00 Within 1 year 20.47% bureau Chengde Great Wall Non- related party 1,970,000.00 Within 1 year 11.79% Construction Group Shanxi Zhuozhong Trade Non- related party 1,800,000.00 Within 1 year 10.77% Co., Ltd. Authority of County Non- related party 1,500,000.00 Within 1 year 8.98% Non-Tax Income Xingcheng Company Non- related party 750,000.00 Within 1 year 4.49% Total -- 9,440,000.00 -- 56.50% (5) Account receivable from related parties In RMB Proportion in total other Name of the company Relationship with the Company Amount receivables (%) Wuchan Minfeng (Tianjin) Related party 670,000.00 4.01% Chemical Trade Co., Ltd. Total -- 670,000.00 4.01% 4. Payment in advance (1) Payments in advance by aging In RMB Closing amount Opening amount Age Amount Proportion Amount Proportion Within 1 year 62,315,227.15 92.15% 28,533,344.69 84.33% 1-2 years 105,000.00 0.16% 101,600.00 0.30% 2-3 years 5,201,365.53 7.69% 5,201,365.53 15.37% Total 67,621,592.68 -- 33,836,310.22 -- Explanation for aging analysis of payments in advance: 84 承德南江股份有限公司 2014 年半年度报告全文 (2) Top 5 of payments in advance In RMB Relationship with the Name Amount Time Reason for unsettlement Company Chengde Great Wall Engineering amount paid Non- related party 42,000,000.00 Within 1 year Construction Group in advance SABIC (Shanghai) Amount of goods paid in Non- related party 16,709,916.31 Within 1 year Trading Co., Ltd. advance Amount of housing Tianjin Jishang Non- related party 5,201,365.53 2-3 years purchased paid in Investment Co., Ltd. advance Chengde Yongwang Engineering amount paid Constructional Non- related party 1,900,000.00 Within 1 year in advance Engineering Co., Ltd. Handan Hanyi Engineering amount paid Architectural Non- related party 500,000.00 Within 1 year in advance Engineering Co., Ltd. Total -- 66,311,281.84 -- -- Explanation for major units paid in advance: (3) Shareholders holding 5% (5% included) or above voting shares of the Company in payments in advance during the reporting period In RMB Closing amount Opening amount Name Bad debt amount Bad debt amount Book balance Book balance accrual accrual (4) Explanation on account paid in advance 5. Inventory (1) Classification In RMB Closing amount Opening amount Item Depreciation Depreciation Book balance Carrying value Book balance Carrying value provision provision Raw materials 736,985.37 -- 736,985.37 836,393.84 -- 836,393.84 85 承德南江股份有限公司 2014 年半年度报告全文 Stock products 7,351,296.58 -- 7,351,296.58 15,270,790.02 -- 15,270,790.02 Revolving materials 18,498.40 -- 18,498.40 18,498.40 -- 18,498.40 Consumptive 2,613,775.70 -- 2,613,775.70 2,113,905.42 -- 2,113,905.42 biological assets Development cost 239,513,564.50 -- 239,513,564.50 163,568,661.40 -- 163,568,661.40 Development 7,734,161.18 -- 7,734,161.18 7,642,776.18 -- 7,642,776.18 products Development cost 181,547.08 -- 181,547.08 1,118,939.06 -- 1,118,939.06 Total 258,149,828.81 -- 258,149,828.81 190,569,964.32 -- 190,569,964.32 (2) Inventory impairment provision In RMB Decrease during this period Opening book Provision for this Kinds of inventories Closing book Closing book balance balance period Reversal balance (3) Particular about inventory impairment provision Proportion of the reversal Accrual basis for inventory Reason for reversal during the amount during the year in the Item impairment provision period period-end balance of the inventory (%) Explanation on inventory 6. Other current assets In RMB Item Closing amount Opening amount Overpaid VAT 1,318,700.52 3,362,445.37 Land VAT paid in advance 2,352,147.44 1,115,712.87 business tax in advance 3,366,245.67 Total 7,037,093.63 4,478,158.24 Explanation on other current assets 7. Investment for affiliated enterprise and joint ventures In RMB Equity Proportion of Total operation Invested proportion held voting rights in Total assets at Total liability Total net assets Net profit in revenue in this company by the invested period-end at period-end at period-end this period period Company (%) company (%) I. Joint venture 86 承德南江股份有限公司 2014 年半年度报告全文 II. Associated company Wuchan Minfeng (Tianjin) 49.00% 49.00% 78,528,622.09 69,643,272.04 8,885,350.05 188,186,435.30 -178,934.54 Chemical Trade Co., Ltd. Runhua RW (Tianjin) Water-saving 31.75% 31.75% 12,915,253.15 5,911,480.25 7,003,772.90 5,083,107.74 119,935.75 Technology Co., Ltd. Explanation on major accounting policy and accounting estimation in joint venture and affiliated enterprises difference from the policy and estimation of the Company: 8. Long-term equity investment (1) Details of long-term equity investment In RMB Explanati on on the incongruit Proportio y in share Impairme Proportio Balance Balance n of holding nt Increase/d n of share Impairme Cash Invested Calculatio Investme at at voting proportio provision ecrease(+, holding in nt bonus this company n method nt cost period-be period-en rights in n and of -) invested provision period gin d invested voting accruing company company proportio this year n in invested company Wuchan Minfeng (Tianjin) 4,410,000 4,441,499 -87,677.9 4,353,821 Equity 49.00% 49.00% -- -- -- -- Chemical .00 .45 2 .53 Trade Co., Ltd. Runhua RW 2,000,000 2,185,406 2,223,480 (Tianjin) Equity 38,074.80 31.75% 31.75% -- -- -- -- .00 .04 .84 Water-sav ing 87 承德南江股份有限公司 2014 年半年度报告全文 Technolo gy Co., Ltd. 6,410,000 6,626,905 -49,603.1 6,577,302 Total -- -- -- -- - -- -- .00 .49 2 .37 (2) Limited ability for capital transfer to investment enterprise In RMB Long-term equity investment that has un-recognized investment losses limited ability of capital transfer to Restriction reasons accumulative in period investment enterprise Explanation on long-term equity investment (1) Wuchan Minfeng (Tianjin) Chemical Trade Co., Ltd had risen up the register capital of shareholders on 21st Dec. 2012, totaling RMB 9 million included, Shanxi Wuchan Minfeng Chemistry Co., Ltd invested RMB 4.59 million with ratio of 51%. Subordinate Runhua RW invested RMB 4.41 million with ratio of 49%. (2) Runhua RW (Tianjin) Water-Saving Technology Co., Ltd obtained the corporation certificate on 14th Oct. 2011 with register capital of RMB 6.3 million included, Runhua RW Industrial Development invested RMB 3 million with ratio of 47.619%. Subsidiary Runhua RW invested RMB 2 million with ratio of 31.746%. Langfang Chunyuan Minor Watering Engineer Co., Ltd invested RMB one million with ratio of 15.873. Zhang Heping invested RMB300,000 with ratio of 4.7619%. 9. Fixed assets (1) Particular about fixed assets In RMB Book balance at Decrease in this Book balance at Item Increase in this period period-begin period period-end I. total of book balance: 13,856,628.90 47,091.00 -- 13,903,719.90 Including: Houses and 8,095,437.08 -- -- 8,095,437.08 buildings Machinery 1,208,815.43 -- -- 1,208,815.43 equipment Transportation tools 3,836,318.14 -- -- 3,836,318.14 Other 716,058.25 47,091.00 -- 763,149.25 equipment Book balance at Increase during Accrual in this Decrease in this Balance at -- period-begin this period period period period-end II. total of accumulated 2,560,275.29 -- 571,455.19 -- 3,131,730.48 depreciation: Including: Houses and 1,230,506.40 -- 153,813.30 -- 1,384,319.70 buildings 88 承德南江股份有限公司 2014 年半年度报告全文 Machinery 52,877.32 -- 60,044.82 -- 112,922.14 equipment Transportation tools 1,073,148.07 -- 267,149.86 -- 1,340,297.93 Other 203,743.50 -- 90,447.21 -- 294,190.71 equipment Book balance at Balance at -- -- period-begin period-end III. total net value of fixed 11,296,353.61 -- 10,771,989.42 assets Including: Houses and 6,864,930.68 -- 6,711,117.38 buildings Machinery 1,155,938.11 -- 1,095,893.29 equipment Transportation tools 2,763,170.07 -- 2,496,020.21 Other 512,314.75 -- 468,958.54 equipment Other -- equipment V. total book value of fixed 11,296,353.61 -- 10,771,989.42 assets Including: Houses and 6,864,930.68 -- 6,711,117.38 buildings Machinery 1,155,938.11 -- 1,095,893.29 equipment Transportation tools 2,763,170.07 -- 2,496,020.21 Other 512,314.75 -- 468,958.54 equipment Depreciation in this period amounting to 571,455.19 Yuan; original price transfer from construction in progress to fixed assets amounting as Yuan (2) Fixed assets leasing-out by operational lease In RMB Types Closing book value Houses and buildings 1,208,512.05 (3) Fixed assets without property certificates Item Reasons for un-completed certificate Times expected for certificate completed Assets have released the mortgage, Houses and buildings Un-estimated ownership procedure still in process Explanation on fixed assets: 89 承德南江股份有限公司 2014 年半年度报告全文 Plants architecture was listed as mortgage for bank loan of previous Dixian Holding and its bankrupt subsidiary. It had been transferred to the Company during restructure and bankruptcy process. Though Hebei Chengde Intermediate Court issued the Note to Peoples Court to Assist Execution to Chengde Housing Urban and Rural Construction Bureau, which required it to assist transfer the housing right of architecture of No.000196 and No.000108 to the Company, various involving departments engagement led delay of the transfer of relevant assets, still being in process. 10. Productive biological assets (1) Measured by cost In RMB Book balance at Book balance at Item Increase in this period Decrease in this period period-begin period-end I. Plantation II. Livestock Layer 144,010.71 383,580.04 -- 527,590.75 Rural layer 114,179.63 63,346.25 -- 177,525.88 III. Forestry IV. Marine industry Total 258,190.34 446,926.29 -- 705,116.63 11. Intangible assets (1) Particular about intangible assets In RMB Book balance at Book balance at Item Increase in this period Decrease in this period period-begin period-end I. Total original book value 31,855,457.22 -- 6,400,126.17 25,455,331.05 Land Use Right 31,627,457.22 -- 6,400,126.17 25,227,331.05 Software 228,000.00 -- -- 228,000.00 II. Total accumulated 3,133,803.81 304,544.24 624,405.24 2,813,942.81 amortization Land Use Right 2,990,803.81 281,744.24 624,405.24 2,648,142.81 Software 143,000.00 22,800.00 -- 165,800.00 III. Total net book value of 28,721,653.41 -304,544.24 5,775,720.93 22,641,388.24 intangible assets Land Use Right 28,636,653.41 -281,744.24 5,775,720.93 22,573,918.86 Software 85,000.00 -22,800.00 -- 62,200.00 Land Use Right -- -- -- -- 90 承德南江股份有限公司 2014 年半年度报告全文 Software -- -- -- -- Total carrying amount of 28,721,653.41 -304,544.24 5,775,720.93 22,641,388.24 intangible assets Land Use Right 28,636,653.41 -281,744.24 5,775,720.93 22,579,188.24 Software 85,000.00 -22,800.00 -- 62,200.00 The amount amortized in this period accounting as 304,544.24 Yuan 12. Goodwill In RMB Closing Name of invested company or Increase during the Decrease during Opening balance Closing balance impairment items formed goodwill period this period provision Combined goodwill arising from 1,809,762.89 -- -- 1,809,762.89 -- subsidiary purchased Total 1,809,762.89 -- -- 1,809,762.89 -- Explain the impairment testing method and withdrawal method for impairment provision of goodwill: 13. Long-term deferred expense In RMB Increase in this Amortization Reasons for other Item Opening amount Other decrease Closing amount period during this period decrease Renovation costs 7,811,572.52 2,845,963.72 792,738.72 -- 9,864,797.52 -- Total 7,811,572.52 2,845,963.72 792,738.72 -- 9,864,797.52 -- Explanation on long-term deferred expense: 14. Deferred income tax assets and deferred income tax liabilities (1) Net amount of deferred income tax assets and deferred income tax liabilities before deduction Deferred income tax assets and deferred income tax liability that recognized In RMB Item Closing amount Opening amount Deferred income tax assets: Assets depreciation reserves 834,239.22 834,223.19 Subtotal 834,239.22 834,223.19 Deferred income tax liability: Details of un-recognized deferred income tax assets In RMB Item Closing amount Opening amount Deductible temporary differences 72,254.02 72,254.02 Deductible losses 137,486,697.69 137,486,697.69 91 承德南江股份有限公司 2014 年半年度报告全文 Total 137,558,951.71 137,558,951.71 The deductible losses of un-recognized deferred income tax assets are expired in the follow year: In RMB Year Closing amount Opening amount Note 2014 114,543,457.05 114,543,457.05 -- 2015 -- -- -- 2016 -- -- -- 2017 22,943,240.64 22,943,240.64 -- Total 137,486,697.69 137,486,697.69 -- Details of taxable difference and deductible differences In RMB Amount of temporary differences Item Amount at period-end Amount at period-begin Items of taxable differences Item of deductible differences (2) Net amount of deferred income tax assets and deferred income tax liabilities after deduction Item of deferred income tax assets and liability after mutual offset In RMB Deductible of Deductible of Deferred income tax temporary Deferred income tax temporary assets and liability differences of assets and liability differences of Item after mutual offset at payable taxes after after mutual offset at payable taxes after period-end mutual offset at period-begin mutual offset at period-end period-begin Deferred income tax assets 834,239.22 -- 834,223.19 -- Details of deferred income tax assets and liability after mutual offset In RMB Item Current mutual offset amount Explanation on deferred income tax assets and deferred income tax liability 15. Details of asset impairment provision In RMB Book balance at Increase in this Decrease in this period Book balance at Item period-begin period Reversal Written-off period-end I. Bad debt reserve 3,415,314.19 -- -- -- 3,415,314.19 Total 3,415,314.19 -- -- -- 3,415,314.19 92 承德南江股份有限公司 2014 年半年度报告全文 Explanation on asset impairment provision: 16. Note payable In RMB Type Closing amount Opening amount Bank acceptance 19,500,000.00 26,000,000.00 Total 19,500,000.00 26,000,000.00 Amount expired in next accounting period: 0.00 Yuan Explanation on note payable: 17. Account payables (1) Account payables In RMB Item Closing amount Opening amount Within 1 year 7,189,487.12 3,361,499.82 More than one year to two years 286,757.79 286,757.79 More than two years to three years 100.00 100.00 Over 3 years 12,273.55 12,273.55 Total 7,488,618.46 3,660,631.16 (2)Accounts payable to shareholders holding 5% (5% included) or above voting shares of the Company In RMB Name Closing amount Opening amount (3) Explanation on major account payable with over one year age: Name Amount Reasons on unsettled Note Chengde Licheng Construction and 281,157.79 Final payment of the project --- Installation Work Co., Ltd. 18. Account received in advance (1) Account received in advance In RMB Item Closing amount Opening amount Within 1 year 153,840,376.73 53,821,113.16 More than one year to two years -- -- More than two years to three years -- -- Over 3 years -- -- Total 153,840,376.73 53,821,113.16 93 承德南江股份有限公司 2014 年半年度报告全文 (2)Accounts received in advance to shareholders holding 5% (5% included) or above voting shares of the Company In RMB Name Closing amount Opening amount (3) Explanation on major account received in advance with over one year age: 19. Wages payable In RMB Book balance at Book balance at Item Increase in this period Decrease in this period period-begin period-end I. Wage, bonus, allowance and 76,950.00 3,688,450.07 3,507,838.07 257,562.00 subsidy III. Social insurance 30,686.90 513,674.07 533,365.97 10,995.00 charge Basic medical 20,424.20 145,564.20 152,437.40 13,551.00 insurance premium Basic old-age 9,047.50 303,318.90 314,638.40 -2,272.00 insurance premiums Unemployment 599.80 28,315.82 29,199.62 -284.00 insurance expense Industrial injury 215.50 22,659.85 22,875.35 -- insurance premium Birth insurance 399.90 13,815.30 14,215.20 -- premium IV. Housing fund 133,913.00 136,013.00 -2,100.00 VI. Other 6,097,726.60 6,577.43 6,189.21 6,098,114.82 Total 6,205,363.50 4,342,614.57 4,183,406.25 6,364,571.82 No arrears in wages payable Outlay for labor union and staff educational charge amounting as 0.00 Yuan; no non-monetary welfare and no compensation for dismiss of labor relationship The wages payable expected to pay and the amount for payment: 20. Tax payable In RMB Item Closing amount Opening amount 94 承德南江股份有限公司 2014 年半年度报告全文 VAT -267,225.23 132,688.59 Business tax -3,366,245.67 67,762.28 Enterprise income tax 3,953,440.14 12,078,983.62 Personal income tax 777.65 35,510.93 City maintenance and construction tax -168,161.67 19,182.58 Land appreciation tax 2,993,193.91 2,753,192.71 Educational surcharge -100,903.50 7,871.26 Stamp tax 109,390.35 34,936.86 Local educational surcharge -67,307.42 5,247.55 Property tax 2,888,250.17 2,888,250.17 Embankment protection fees 1.56 3,278.03 Other 3,425.71 Total 5,978,636.00 18,026,904.58 Explanation on tax payable: if the local taxation bureau agrees mutual adjustment between vary branches and plants, explain taxation calculation: 21. Other payables (1) Other payables In RMB Item Closing amount Opening amount Within 1 year 30,025,895.72 35,447,066.13 More than one year to two years 119,168.49 119,168.49 More than two years to three years 47,779.91 47,779.91 Over 3 years 430,969.17 430,969.17 Total 30,623,813.29 36,044,983.70 (2) Others payable due to shareholders units holding over 5% (5% included) voting shares of the Company In RMB Name Closing amount Opening amount (3) Explanation on other account payable with over one year age (4) Explanation on unit of major connected amount for other account payable Name Amount Nature or content Wuchan Minfeng (Tianjin) Chemical Trade 17,500,000.00 Current amount Co., Ltd. Shanxi Zhuozhong Trade Co., Ltd. 1,319,199.72 Futures investment amount agent Chengde Chengjin Commerc & Trade Co., 800,000.00 Current amount Ltd. Chengde Yongwang Construction 518,593.95 Quality assurance of engineering Engineering Co., Ltd. 95 承德南江股份有限公司 2014 年半年度报告全文 Da Hua CPA 250,000.00 Auditing fee 22. Share capital In RMB Increased (decreased) in this year Opening Shares Closing New shares amount Bonus shares converted from Other Sub-total amount issued public reserve Total shares 706,320,000.00 -- -- -- -- -- 706,320,000.00 Explanation on share capital changes, if there has capital increase/decrease in reporting period, disclosed the CPAs name and verification documents; for company limited within 3 years operation, explain the net assets before establishment; for those company limited changed from limited liability company, explain the verification condition while established. 23. Capital reserves In RMB Item Opening amount Increase in this period Decrease in this period Closing amount Capital premium (share 390,597,031.55 -- -- 390,597,031.55 premium) Other capital reserves 65,873,219.23 -- -- 65,873,219.23 Total 456,470,250.78 -- -- 456,470,250.78 Explanation on capital reserve 24. Surplus reserves In RMB Item Opening amount Increase in this period Decrease in this period Closing amount Statutory surplus reserves 76,791,550.17 -- -- 76,791,550.17 Total 76,791,550.17 -- -- 76,791,550.17 Explanation on surplus reserve, if share capital converted from surplus reserve, remedy deficit and dividend distributed, explain relevant resolutions: 25. Retained profits In RMB Withdrawal or allocation Item Amount ratio Retained profits at the end of last year before -1,029,880,318.18 -- adjustment Retained profits at the beginning of the year after -1,029,880,318.18 -- adjustment 96 承德南江股份有限公司 2014 年半年度报告全文 Add: The net profits belong to owners of patent 19,331,154.91 -- company of this period Retained profits at the end of the period -1,010,549,163.27 -- Details about adjusting the retained profits at the beginning of the year: 1) The retroactive adjustments to Accounting Standards for Business Enterprises and its relevant new regulations affect the undistributed profits at the beginning of the year amounting to 0 Yuan. 2) The changes in accounting policies affect the undistributed profits at the beginning of the year amounting to 0 Yuan. 3) The major accounting error correction affects the undistributed profits at the beginning of the year amounting to 0 Yuan. 4) Merge scope changes caused by the same control affect the undistributed profits at the beginning of the year amounting to 0 Yuan. 5) Other adjustments affect the undistributed profits at the beginning of the year amounting to 0 Yuan. The undistributed profits explain that the company initial public offering bonds should clearly state if the accumulated profits are decided to be shared by old and new shareholders by general meeting of stockholders before issuing; while the company should clearly disclose that the profits in the dividends payable belong to old shareholders after auditing if the general meeting of stockholders decides the accumulated profits are allocated and shared by old shareholders before issuing 26. Operating income and cost (1) Operating income and cost In RMB Item Amount of this period Amount of last period Main operating income 216,029,370.47 16,572,925.76 Other operating income 803,045.62 245,752.28 Operating cost 218,143,237.30 12,003,739.65 (2) Main business (By industries) In RMB Amount of this period Amount of last period Industry Operating income Operating cost Operating income Operating cost Agriculture 2,094,025.07 3,148,746.79 -- -- Business 213,935,345.40 214,526,444.89 -- -- Real estate -- -- 16,572,925.76 11,839,675.80 Total 216,029,370.47 217,675,191.68 16,572,925.76 11,839,675.80 (3) Main business (By products) In RMB Products Amount of this period Amount of last period 97 承德南江股份有限公司 2014 年半年度报告全文 Operating income Operating cost Operating income Operating cost Agricultural products 2,094,025.07 3,148,746.79 -- -- Chemical materials 213,935,345.40 214,526,444.89 -- -- Real estate sales -- -- 16,572,925.76 11,839,675.80 Total 216,029,370.47 217,675,191.68 16,572,925.76 11,839,675.80 (4) Main business (By districts) In RMB Amount of this period Amount of last period District Operating income Operating cost Operating income Operating cost Chengde 2,094,025.07 3,148,746.79 16,572,925.76 11,839,675.80 Tianjin 213,935,345.40 214,526,444.89 -- -- Total 216,029,370.47 217,675,191.68 16,572,925.76 11,839,675.80 (5) The operating income of the top five customers of the Company In RMB Customer name Primary business income The percentage in all operating income of the Company Wuchan Minfeng (Tianjin) 121,847,191.24 56.19% Chemical Trade Co., Ltd. Beijing Bo Lu Jing Hua 8,362,179.49 3.86% Technology Co., Ltd. Guangdong Huarunfeng 5,698,777.72 2.63% Investment Co., Ltd. Yuanda Petrifaction Co., Ltd. 3,941,025.64 1.82% Hebei Zhonglian Plastic Technology Development Co., 2,655,410.26 1.22% Ltd. Total 142,504,584.35 65.72% Explanation on operating income 27. Business tax and surcharges In RMB Item Amount of this period Amount of last period Calculating and payment standards Business tax 157,927.92 828,646.28 5% City maintenance and construction 6,991.68 41,432.31 5% 98 承德南江股份有限公司 2014 年半年度报告全文 tax Educational surtax 6,991.67 41,432.31 3%, 2% Land VAT 63,603.66 Progressive rates Total 235,514.93 911,510.90 -- Explanation on business tax and surcharges 28. Sales expense In RMB Item Amount of this period Amount of last period Transport charge 1,056,036.04 -- Lump sum 192,222.35 -- 工资 Salary 143,778.73 -- Production costs of panel model 125,142.00 -- Agency fee 59,528.49 -- Printing costs 16,388.00 -- Repair charge 11,761.02 -- Advertising fees 4,200.00 -- Storage fee 4,284.45 -- Other 132,925.70 -- Total 1,746,266.78 -- 29. Administration expenses In RMB Item Amount of this period Amount of last period Wages 2,578,207.47 1,402,682.26 Tenure tax 1,620,097.64 1,282,051.08 Business entertainment 847,398.76 1,080,986.77 Business-travel expense 691,122.01 391,394.40 Welfare expenses 478,858.62 229,856.80 Interabettor agency 632,223.81 1,238,637.12 Office allowance 602,910.60 276,619.94 Depreciation 453,503.99 607,310.45 Amortization of intangible assets 304,544.24 326,314.56 Material consumption 163,047.65 147,581.18 99 承德南江股份有限公司 2014 年半年度报告全文 Amortization of low value consumables 154,716.43 171,033.00 Repair charge 117,343.98 46,786.30 Basic pension 262,718.49 113,883.60 Medical insurance 136,350.88 50,954.70 Employment injury insurance 16,230.25 8,586.60 Unemployment insurance 23,031.82 10,938.36 Maternity insurance 12,975.30 5,334.18 Housing fund 110,717.00 69,602.16 Utilities 83,333.06 113,155.90 Stamp duty 239,314.26 161,159.40 Long-term deferred expenses 39,648.00 39,648.00 Insurance expenses 35,798.47 11,618.94 Property tax 9,576.08 4,488.04 Advertising fee 8,930.00 -- Union due 6,577.43 1,441.78 Vehicle and vessel use tax 6,280.00 4,120.00 Organization costs -- 30,580.00 Travelling expenses -- 21,983.00 Other 556,971.62 150,428.54 Total 10,192,427.86 7,999,177.06 30. Financial expenses In RMB Item Amount of this period Amount of last period Interest expenses 730,671.89 Interest income -152,529.12 -313,277.34 Profit/loss on exchange 25,975.42 -- Other 93,778.58 10,628.12 Total -32,775.12 428,022.67 31. Investment income (1) Particulars about investment income In RMB 100 承德南江股份有限公司 2014 年半年度报告全文 Item Amount of this period Amount of last period Long-term equity investment income calculated on -49,603.12 -- equity method Other 171,000.00 77,868.49 Total 121,396.88 77,868.49 32. Asset impairment loss In RMB Item Amount of this period Amount of last period I. Bad debt loss -- -1,447,846.06 Total -- -1,447,846.06 33. Non-operating income (1) Non-operating income In RMB Amount reckoned into Item Amount of this period Amount of last period current non-recurring gains/losses Total income from disposal of non-current 34,647,779.07 94,211,992.12 34,647,779.07 assets Including: income from disposal of fixed -- 26,348,307.45 -- assets Income from disposal of intangible 34,647,779.07 67,863,684.67 34,647,779.07 assets Other 189,689.31 23,514.89 189,689.31 Total 34,837,468.38 94,235,507.01 34,837,468.38 Explanation on non-operating income In accordance with Chengde Peoples Governments specialized note [2013] No.12 and county governments note [2012] No.59, we transferred lands of CXGY(2012)Z NO.31 and CXGY(2013)Z NO.33 and got gains from disposal of non-circulating assets RMB34,647,779.07. 34. Non-operating expenditure In RMB Amount reckoned into Item Amount of this period Amount of last period current non-recurring 101 承德南江股份有限公司 2014 年半年度报告全文 gains/losses Donating 1,000,000.00 -- 1,000,000.00 Other 3,304,076.70 283,931.85 3,304,076.70 Total 4,304,076.70 283,931.85 4,304,076.70 Explanation on non-operating expenditure On 4 May 2014, with purpose of implementing social responsibility and charitable giving, the Company donated one million Yuan to Nanjiang Education Fund of Chengde Education Bureau, donations are used to support the poverty-stricken students with good character as well as the excellent teachers 35. Income tax expense In RMB Item Amount of this period Amount of last period Current income tax calculated by tax laws and relevant -23,637.85 4,944,803.47 regulations Total -23,637.85 4,944,803.47 36. Calculation of basic earnings per share and diluted earnings per share The earning per share calculated in line with the No.9-Specific Provisions on Information Disclosure for Companies Offering Their Securiteis to the Public -Calcualtion and Disclosure on ROE and EPS ( 2010 Revise) (CSRC Annoucement No. [2010] No.2) and Explanatory Annoucement No.1 on Information Disclosure for Companies Offering Their Securiteis to the Public – Extraordinary Profit and Loss (2008) (CSRC Annoucement No. [2008] No.43) are as: 1. Calculation results Current profit Current Period Last Period Basic EPS Diluted EPS Basic EPS Diluted EPS Net profits belong to common stock 0.03 0.03 0.12 0.12 stockholders of the Company (I) Net profits belong to common stock -0.02 -0.02 -0.01 -0.01 stockholders of the Company after duducted non-recurring gains/losses (II) 2. Calculation of EPS Item Serial Current period Last period Net profit attributable to ordinary shareholders of the Company 1 19,331,154.91 86,021,262.29 Non-recurring gains/losses attributable to ordinary shareholder of parent 2 30,533,391.68 93,951,575.16 company after deducted income tax impact Net profit attributable to ordinary shareholders of the Company after 3=1-2 -7,930,312.87 deducted non-recurring gains/losses -11,202,236.77 102 承德南江股份有限公司 2014 年半年度报告全文 Total shares amount at period-begin 4 706,320,000.00 706,320,000.00 Number of increased shares due to reserves conversion into share capital 5 --- --- or distribution of dividends in Period Number of increased shares due to issue of new shares or debt-to-equity 6 --- --- in Period Number of months from next month with shares increased due to new 7 --- --- shares offering or debt-to-equity swap to end of the reporting period Number of decreased shares due to repurchase in Period 8 --- --- Number of accumulated months from the next month of shares decrease 9 --- --- to the end of the reporting period Number of contraction of shares in the reporting period 10 --- --- Number of months in the reporting period 11 6 6 The weighted average number of ordinary shares outstanding (II) 12=4+5+6×7÷11-8 706,320,000.00 706,320,000.00 ×9÷11-10 Weighted average of outstanding ordinary shares that adjsuted due to 13 706,320,000.00 706,320,000.00 enterprise combined under the same control (I) Note: (directly entered the amount of previous line if no need to adjsuted) Basic EPS (I) 14=1÷13 0.12 0.03 Basic EPS (II) 15=3÷12 -0.01 -0.02 Interest of dilutive potential ordinary share with expenses recognized and 16 --- --- other influence factors Income tax rate 17 --- --- Conversion charge 18 --- --- Number of shares increased due to conversion or exercise from 19 --- --- convertible bonds, warrant and stock option etc. Diluted EPS (I) 20=[1+(16-18)×(1 0.12 00%-17)]÷(13+19) 0.03 Diluted EPS (II) 21=[3+(16-18)×(1 -0.01 00%-17)]÷(12+19) -0.02 37. Notes to statement of cash flow (1) Other cash received in relation to operation activities In RMB Item Amount Accounts current 51,648,801.00 Interest income 152,529.12 Other 830,948.54 Total 52,632,278.66 103 承德南江股份有限公司 2014 年半年度报告全文 Explanation on other cash received in relation to operation activities (2) Other cash paid in relation to operation activities In RMB Item Amount Disbursement costs 7,884,655.36 Donation costs 1,000,000.00 Accounts current 160,000.00 Other 3,594,655.98 Total 12,639,311.34 Explanation on other cash paid in relation to operation activities (3) Cash received from other investment activities In RMB Item Amount Margin of bank paper collected 2,600,000.00 Total 2,600,000.00 Explanation on cash received from other investment activities (4) Cash paid related with other financing activities In RMB Item Amount Margin of housing mortgage loan paid 51,500.00 Total 51,500.00 Explanation on cash paid related with other financing activities 38. Supplementary information to statement of cash flow (1) Supplementary information to statement of cash flow In RMB Supplementary information Amount in this period Amount in last period 1. Net profit adjusted to cash flow of operation activities: -- -- Net profit 17,226,186.78 86,008,714.00 Add: assets impairment losses -1,447,846.06 Depreciation of fixed assets, consumption of oil assets and 1,165,311.98 653,935.37 depreciation of productive biology assets Amortization of intangible assets 304,544.24 326,314.56 Amortization of long-term deferred expenses 792,738.72 119,824.21 Loss from disposal of fixed assets, intangible assets and -34,754,036.24 -94,211,992.12 other long-term assets(gain is listed with “-”) Financial expenses (gain is listed with “-”) 729,196.33 104 承德南江股份有限公司 2014 年半年度报告全文 Investment losses(gain is listed with “-”) -121,396.88 -77,868.49 Decrease of inventory (increase is listed with “-”) -67,579,864.49 -157,683,244.61 Decrease of operating receivable accounts (increase is listed 19,683,358.07 4,903,207.58 with “-”) Increase of operating payable accounts (decrease is listed 23,443,944.64 -1,894,819.49 with “-”) Net cash flow arising from operating activities -39,839,229.21 -162,574,578.72 2. Material investment and financing not involved in cash -- -- flow 3. Net change of cash and cash equivalents: -- -- Balance of cash at period end 69,337,245.87 84,048,144.21 Less: Balance of cash equivalent at year-begin 77,981,488.06 81,546,046.87 Net increase of cash and cash equivalents -8,644,242.19 2,502,097.34 (2) Constitution of cash and cash equivalent: In RMB Item Closing amount Opening amount I. Cash 69,337,245.87 77,981,488.06 Including: stock cash 234,434.02 19,146.58 Bank deposit available for payment at any time 69,102,811.85 77,962,341.48 Ⅲ. Balance of cash and cash equivalent at year-end 69,337,245.87 77,981,488.06 Explanation on constitution of cash and cash equivalent: VIII. Related Parties and Transactions 1. Parent company of the Company Proportion Proportion Final Legal of shares of voting Parent Relationsh Registratio Business Registered controller Organizati Nature representat held to the right to the company ip n place nature capital of the on code ive Company Company Company (%) (%) Explanation on parent company of the enterprise The Company has no parent company, actral controller of the Company also is the largest shaerhodler of the Company –Mr. Wang Dong, he holds 29.49 percent shares of the Company. 2. Subsidiary of the Company Subsidiary Legal Proportion Proportion Registration Business Registered Organizatio of the Type Nature representati of shares of voting place nature capital n code Company ve held (%) right (%) Real Estate Nanjiang Holding Limited Chengde Zhao 10 million developmen 100.00% 100.00% 68434235-0 Real Estate subsidiary liability City Yongsheng Yuan t 105 承德南江股份有限公司 2014 年半年度报告全文 Holding Limited Shi Internationa 30 million Runhua RW Tianjin 30.00% 53.43% 67941456-7 subsidiary liability Xiangkun l trading Yuan Asia Holding Limited Internationa US$ 20 H.K. --- 100.00% 100.00% --- Investment subsidiary liability l investment million Production Morsh Holding Limited Chengde Zhao 50 million and sales of 90.00% 90.00% 06335124-6 Technology subsidiary liability City Yongsheng Yuan grapheme Property Huijing Holding Limited Chengde Zhao 0.5 million managemen 100.00% 100.00% 08269716-2 Property subsidiary liability City Yongsheng Yuan t Xingye Papermakin Holding Limited Chengde Wang Paper-maki US$ 250 100.00% 100.00% 60125211-5 g -making subsidiary liability City Shuxian ng million industry Ecological Holding Limited Chengde Zhao Stock 10 million 100.00% 100.00% 05549562-9 Agriculture subsidiary liability City Yongsheng farming Yuan Nanjiang Holding Limited Chengde Zhao 90 million Industrial 100.00% 100.00% 05545532-8 Investment subsidiary liability City Yongsheng Yuan 3. Details of joint-venture and affiliated enterprise of the Company Proportion Equity of voting Invested Register Business Register proportion Relationshi Organizatio Type Legal rep. rights in company place nature capital held by the p n code invested Company company I. Joint venture II. Associated company Wuchan Internationa Minfeng l trading, (Tianjin) Zhao developmen 9,000,000.0 Commerce Tianjin City 49.00% 49.00% Y 05874083-7 Chemical Guomin t and 0 Trade Co., transfer of Ltd. technology Runhua RW (Tianjin) Developme Water-savin Shi nt and 6,300,000.0 Industry Tianjin City 31.75% 31.75% Y 58327621-9 g Xiangkun transfer of 0 Technology technology Co., Ltd. 106 承德南江股份有限公司 2014 年半年度报告全文 4. Particulars about other related parties Other related parties Relationship with the Company Organization code Beijing Xiangeqing Group Co., Ltd. Associated corporate 1772721-5 Explanation on other related parties: 5. Related transaction (1) Statement of commodity purchased and labor service received In RMB Amount of this period Amount of last period Pricing way and Ratio in Ratio in Related party Content decision making Amount similar Amount similar procedures transactions transactions Wuchan Minfeng (Tianjin) Chemical Agent of import goods Market price 9,827,322.60 3.80% -- -- Trade Co., Ltd. Statement of commodity sales and labor service provided In RMB Amount of this period Amount of last period Pricing way and Ratio in Ratio in Related party Content decision making Amount similar Amount similar procedures transactions transactions Wuchan Minfeng (Tianjin) Chemical Sales of goods Market price 121,847,191.24 56.19% -- -- Trade Co., Ltd. Beijing Xiangeqing Sales of goods Market price 679,276.00 28.92% -- -- Co., Ltd. (2) Related trusteeship/contract Statement of trusteeship/contract In RMB Pricing basis of Earnings Trustee/contracto earnings from Client/contractee Assets type Start date Expiry date recognized in r trusteeship/contra Period ct Statement of delegated management /package In RMB Trustee fee and Pricing basis of Trustee/contracto contract fee Client/contractee Assets type Start date Expiry date trustee fee/ r recognized in contract fee Period Explanation on related trusteeship/contract 107 承德南江股份有限公司 2014 年半年度报告全文 (3) Related leasing Statement of rent out In RMB Leasing earnings Pricing basis of Lessor Lessee Assets type Start date Expiry date recognized in leasing earnings Period Statement of accepting leases In RMB Pricing basis of Rent recognized Lessor Lessee Assets type Start date Expiry date rent in Period Explanation on related leasing (4) Related guarantee In RMB Whether the Guarantor Secured party Guarantee amount Start date Expiry date guarantee implemented or not Runhua RW Runhua Rural Water Industrial (Tianjin) 20,000,000.00 2013-10-24 2014-10-24 No Development Co., International Trade Ltd. Co., Ltd. Runhua Rural Water (Tianjin) Lan Chunhong 22,000,000.00 2013-10-24 2014-10-24 No International Trade Co., Ltd. Explanation on related guarantee (1) On 17th of Oct. 2012, Binhai New District branch of China CITIC Bank Corporation Limited credited the Company RMB 20 million (contract code: 2013JYZBZ NO.BS0956, duration: 24th of Oct. 2013 to 24th of Oct. 2014). Runhua RW Industrial Development Company guaranteed for the Company a series of debts rising from the above credit (including but not limited to various borrowings, notes, guarantees, letters of credit etc. businesses). (2) On 21st of Oct. 2013, Binhai New District branch of China CITIC Bank Corporation Limited credited the Company RMB 22 million (contract code: 2013JYZBZ NO. BS0956-1, duration: 24th of Oct. 2013 to 24th of Oct. 2014). The second-largest shareholder Lan Chunhong guaranteed for the Company a series of debts rising from the above credit (including but not limited to various borrowings, notes, guarantees, letters of credit etc. businesses). (5) Borrowed funds from related party In RMB Related party Borrowing amount Start date Expiry date Note Inter-bank borrowing Lending transaction 108 承德南江股份有限公司 2014 年半年度报告全文 (6) Assets transfer, debt restructure of related party In RMB Amount of this period Amount of last period Ratio in Ratio in Related Transaction type Content Pricing principle similar similar party Amount Amount transactio transactio ns ns (7) Other related transactions 6. Account receivable/payable for related parties Account receivable from related parties In RMB Period-end Period-begin Item Related party Book balance Bad debt reserve Book balance Bad debt reserve Wuchan Minfeng Other receivables (Tianjin) Chemical 670,000.00 -- 670,000.00 -- Trade Co., Ltd. Wuchan Minfeng Payment advance (Tianjin) Chemical 15,518.38 -- 1,945,944.00 -- Trade Co., Ltd. Beijing Xiangeqing Accounts receivables 738,676.00 -- -- -- Co., Ltd. Account payable for related parties In RMB Item Related party Amount at period-end Amount at period-begin Wuchan Minfeng (Tianjin) Other account payable 17,500,000.00 31,000,000.00 Chemical Trade Co., Ltd. IX. Contingency 1. Contingent liability and its financial influence formed by un-settle lawsuits or arbitration 2. Contingent liability and its financial influence formed from debt guarantee offered to other units Other contingent liability and its financial influence X. Commitments 1. Material commitments 2. Commitments made previously XI. Subsequent events of balance sheet 1. Explanation on major event after balance sheet date In RMB Impact amount on financial Reasons of impact amount Item Content status and operation results unable to estimated 109 承德南江股份有限公司 2014 年半年度报告全文 2. Profit distribution after balance sheet date In RMB 3. Other explanation after balance sheet date On 5 August 2014, the Ludian Couty, Shaotong City, Yunnan Province suffered a 6.5 magnitude earthquake. In aspect of the attention and support for the stricken brothers, being discussion by the management of the Company, the Company donated 500,000 Yuan to the disaster area via the disaster relief donation account of Civil Affairs Bureau of Chengde Couty, Hubei Province. XII. Other major event 1. Other (1) Due to that Nanjiang Holding didnt reported an accounting error which was supposed to be disclosed before 2012, until the 2012 annual financial report. Securities Authority decided to investigate Dalu Holding for this issue. The case is that: on 6 th of April 2012, original shareholder of the Company Chen Rong and Wang Dong signed equity transfer agreement which demonstrated that Chen Rong transferred his 208,324,800 of shares holding from Nanjiang Holding with ratio of 29.49% in the overall capital to Mr. Wang Dong. Nanjiang Holding recognized the managing level. The new management revised the pervious accounting errors. Since previous management and shareholders had left Nanjiang Holding and errors had been disclosed, the investigation may not cause influential to Nanjiang Holding. (2) On 18th of May 2014, in accordance with Chengde Peoples Government Special note [2014] No. 10, County Government withdrew the actual land of 26.0464 acres with number of CXGY2013 NO.019 which was owned by subsidiary Rongyida without charge, allocating it to County Cultural and Sport & TV and Broadcast Bureau for cultural and sport activities center. Book value of this land was RMB821, 343.02. (3) On 9th of Apr. 2014, Mosh Technology bided the use right for national construction land with number of CXTGZ [2014] NO.03 during a listing activity held by Chengde National Land Bureau. This land was located in Liugou Toan, Beishuiquan and Pingtai Village, with area of 35953.42 sqm, for purpose of industry, charged at RMB 6,480,000. XIII. Principle notes of financial statements of parent company 1. Accounts receivable (1) Accounts receivable In RMB Amount at period-end Amount at period-begin Book balance Bad debt reserve Book balance Bad debt reserve Type Propo Proporti Proporti Proporti Amount Amount Amount Amount rtion on on on Receivable of bad debt provision withdrawal by combination 100.0 Age combination 120,000.00 -- -- -- -- -- -- 0% 100.0 Subtotal of group 120,000.00 -- -- -- -- -- -- 0% Total 120,000.00 -- -- -- -- -- -- -- Explanation on types of accounts receivable: 110 承德南江股份有限公司 2014 年半年度报告全文 account receivable with single significant amount and withdrawal bad debt provision separately at period-end □ Applicable √ Not-applicable In combination, accounts whose bad debts provision was accrued by age analysis: accounts receivable □ Applicable √ Not-applicable In combination, withdrawal proportion of bad debt provision based on balance proportion: accounts receivable □ Applicable √ Not-applicable In combination, withdrawal proportion of bad debt provision based on other methods: accounts receivable □ Applicable √ Not-applicable Account receivable with minor single amount but with withdrawal bad debt provision for single item at period-end □ Applicable √ Not-applicable (2) account receivables due from the shareholders holding 5% (5% included) or above voting shares of the Company during the reporting period In RMB Amount at period-end Amount at period-begin Name Bad debt amount Bad debt amount Book balance Book balance accrual accrual 2. Other accounts receivable (1) Other accounts receivable In RMB Amount at period-end Amount at period-begin Book balance Bad debt reserve Book balance Bad debt reserve Type Propo Propo Propo Propo Amount Amount Amount Amount rtion rtion rtion rtion Other receivable of bad debt provision withdrawal by combination 99.68 82.06 Age combination 21,712,832.37 4,000.00 5.41% 320,143.39 4,000.00 5.41% % % 99.68 82.06 Subtotal of group 21,712,832.37 4,000.00 5.41% 320,143.39 4,000.00 5.41% % % Other account receivable with minor single amount 94.59 17.94 94.59 70,000.00 0.32% 70,000.00 70,000.00 70,000.00 but withdrawal bad debt % % % reserves on a single basis Total 21,782,832.37 -- 74,000.00 -- 390,143.39 -- 74,000.00 -- Explanation on types of other accounts receivable: Other account receivable with single significant amount and withdrawal bad debt provision separately at period-end 111 承德南江股份有限公司 2014 年半年度报告全文 □ Applicable √ Not-applicable In combination, accounts whose bad debts provision was accrued by age analysis: other accounts receivable √ Applicable □ Not-applicable In RMB Amount at period-end Amount at period-begin Book balance Book balance Age Proporti Bad debt reserve Proporti Bad debt reserve Amount Amount on on Within 1 year Including: -- -- -- -- -- -- 21,692,832.37 99.91% -- 300,143.39 93.75% -- Subtotal of 21,692,832.37 99.91% -- 300,143.39 93.75% -- within 1 year 1-2 years 20,000.00 0.09% 4,000.00 20,000.00 6.25% 4,000.00 Total 21,712,832.37 -- 4,000.00 320,143.39 -- 4,000.00 In combination, withdrawal proportion of bad debt provision based on balance proportion: other accounts receivable □ Applicable √ Not-applicable In combination, withdrawal proportion of bad debt provision based on other methods: other accounts receivable □ Applicable √ Not-applicable Other account receivable with minor single amount but with withdrawal bad debt provision for single item at period-end √ Applicable □ Not-applicable In RMB Other receivables Book balance Bad debt amount Accrual proportion Reasons Estimated unable to Yan Qizhong 70,000.00 70,000.00 100.00% collected Total 70,000.00 70,000.00 -- -- (2) Other account receivables due from the shareholders holding 5% (5% included) or above voting shares of the Company during the reporting period In RMB Amount at period-end Amount at period-begin Name Bad debt amount Bad debt amount Book balance Book balance accrual accrual 112 承德南江股份有限公司 2014 年半年度报告全文 (3) Nature or content of other receivables with significant amount (4) Top 5 other account receivable In RMB Relationship with the Proportion in total other Name Amount Terms Company account receivables Chengde Nanjiang Wholly-owned 10,137,776.70 Within 1 year 46.54% Investment Co., Ltd. Department of housing and urban & rural No relationship 3,420,000.00 Within 1 year 15.70% planning bureau of county Chengde Nanjiang Ecological Agriculture Wholly-owned 2,811,705.38 Within 1 year 12.91% Co., Ltd. Great Wall Group No relationship 1,970,000.00 Within 1 year 9.04% Company Chengde Morsh Controlling of subsidiary 1,040,310.00 Within 1 year 4.78% Technology Co., Ltd. Total -- 19,379,792.08 -- 88.97% (5) Other account receivables due from related parties In RMB Proportion in total other account Name Relationship with the Company Amount receivables Chengde Nanjiang Investment Wholly-owned 10,137,776.70 46.54% Co., Ltd. Chengde Nanjiang Ecological Wholly-owned 2,811,705.38 12.91% Agriculture Co., Ltd. Chengde Morsh Technology Controlling of subsidiary 1,040,310.00 4.78% Co., Ltd. Total -- 13,989,792.08 64.23% 3. Long-term equity investment In RMB Calcul Share Vote Description of Countin Cash Company ating Balance Incre Balance at holding percentage inconformity of Prov g and dividen investmen name method at ase period-end percentage in invested share holding ision drawing ds at t costs s in invested units percentage and vote impairm the 113 承德南江股份有限公司 2014 年半年度报告全文 period-be and units percentage in reser ent current invested units reserves period gin decre ve at the ase current period chang es Nanjiang 53,114,29 53,114,29 53,114,29 Real Estate Cost -- 100.00% 100.00% -- -- -- -- 9.73 9.73 9.73 Company Nanjiang 90,000,00 90,000,00 90,000,00 Cost -- 100.00% 100.00% -- -- -- -- Investment 0.00 0.00 0.00 626, Xingye 626,567,3 626,567,3 626,567,3 567, Papermakin Cost -- 100.00% 100.00% -- -- -- 28.03 28.03 28.03 328. g making 03 Runhua 9,170,370 9,170,370 9,170,370. Cost -- 30.00% 53.43% -- -- -- -- Rural Water .00 .00 00 5,000 ASIA 5,000,166 5,000,166. Cost ,166. 100.00% 100.00% -- -- -- -- Investment .64 64 64 626, 5,000 783,852,1 778,851,9 783,852,1 567, Total -- ,166. -- -- -- -- -- 64.40 97.76 64.40 328. 64 03 Explanation on long-term equity investment On 25th of June 2013, Nanjiang Holding purchased RMB 9 million shares from Runhua RW, 30% of its whole shares, becoming the largest shareholder. All shareholders of Runhua RW approved to recognize the board of directors. 3 out of 5 directors came from Nanjiang Holding. The second largest shareholder Lan Chunhong who held RMB 7.03 million shares from Runhua RW with ratio of 23.43% reached concerted action agreement with Nanjiang Holding. Lan Chunhong transferred part of her rights of shares to Nanjiang Holding (expect the dividend and right to transfer). Hence, Nanjiang Holding held 53.43% shares of voting and decision rights from Runhua RW. 4. Operating income and cost (1) Operating income In RMB Item Amount of this period Amount of last period Other operating income 4,068,045.62 20,183.93 Total 4,068,045.62 20,183.93 Operating cost 468,045.62 16,666.64 (2) Main business (by industry) 114 承德南江股份有限公司 2014 年半年度报告全文 In RMB Amount of this period Amount of last period Industry Operating income Operating cost Operating income Operating cost (3) Main business (by product) In RMB Amount of this period Amount of last period Product Operating income Operating cost Operating income Operating cost (4) Main business (by districts) In RMB Amount of this period Amount of last period Districts Operating income Operating cost Operating income Operating cost (5) The operating income of the top five customers of the Company In RMB The percentage in all Customer name Primary business income operating income of the Company Nanjiang Real Estate Company 3,600,000.00 88.49% Total 3,600,000.00 88.49% Explanation on operating income 5. Supplementary information of cash flow statement In RMB Supplementary information Amount of this period Amount of last period 1. Adjust the net profits to be cash flow for operating activities -- -- Net profits 28,322,194.53 -3,714,281.91 Fixed assets depreciation, oil-and-gas assets loss , productive living 78,358.57 47,579.39 beings depreciation Intangible assets amortization 134,121.30 212,171.58 losses from handling fixed assets, intangible assets and assets(profits -34,647,779.07 -- fill with “-“ ) Financial costs(profits fill with “-“ ) 352,000.00 -- Stock decreases(increases fill with “-“ ) -75,944,903.10 -157,612,750.00 Operating receivables decrease(increases fill with “-“ ) -30,774,912.28 81,940.97 115 承德南江股份有限公司 2014 年半年度报告全文 Operating payables increase(decreases fill with “-“ ) 76,020,069.33 43,844,277.81 Net cash flow generated by operating activities -36,460,850.72 -117,141,062.16 2. Significant investment financial activities not involving and cash -- -- deposit and withdrawal 3. Net changes of cash and cash equivalents -- -- Ending balance of cash 27,638,033.46 1,077,832.54 Less: opening balance of cash equivalents 5,681,141.82 777,456.70 Net increase of cash and cash equivalents 21,956,891.64 300,375.84 XIV. Supplementary Information 1. Current non-recurring gains/losses In RMB Item Amount Note Gains/losses from the disposal of non-current asset (including the 34,647,779.07 -- write-off that accrued for impairment of assets) Other non-operating income and expenditure except for the -4,114,387.39 -- aforementioned items Total 30,533,391.68 -- Explain recognition reasons item-by-item if the government subsidy reckoned into current gains/losses was the recurring gains/losses □ Applicable √ Not-applicable 2. ROE and EPS In RMB EPS Profit in the Period Weighted average ROE Basic EPS Diluted EPS Net profit attributable to common shareholders 8.81% 0.03 0.03 of the Company Net profit attributable to common shareholders of the Company after deducting non-recurring -5.11% -0.02 -0.02 gains/losses 3. Abnormalities and reasons of the accounting statement items of the Company Balance sheet Closing balance Opening balance Variable-ratio (%) Reason for change Account receivable 3,848,325.20 117,180.60 3184.10% Sales increased in the period. Advance payment 67,621,592.68 33,836,310.22 99.85% 116 承德南江股份有限公司 2014 年半年度报告全文 Project funds paid in advance increased in the period. 13,297,141.73 4,976,108.67 167.22% The current amount received from Other account receivable units increased in the Period 258,149,828.81 190,569,964.32 35.46% Development costs of real estate Inventory business increased in the period. Other Liquid assets 7,037,093.63 4,478,158.24 57.14% Tax in advance increased in the period Productive biological asset 705,116.63 258,190.34 173.10% Purchase of laying hens etc. biological asset increased in the period. Account payable 7,488,618.46 3,660,631.16 104.57% Accounts payable to goods purchasing increased in the period. Advance receivable 153,840,376.73 53,821,113.16 185.84% Housing fund received in advance increased in the period. Taxes payable 9,344,881.67 18,026,904.58 -66.83% Payment of tax. Profit sheet Currunt period Last period Variable-ratio (%) Reason for change 216,832,416.09 16,818,678.04 1189.24% Runhua RW included in consolidated Operation revenue range in the period 218,143,237.30 12,003,739.65 1717.29% Runhua RW included in consolidated Operation cost range in the period Business tax and surcharges 235,514.93 911,510.90 -74.16% Real estate business tax decreased y-o-y in the period. Financial cost -32,775.12 428,022.67 -107.66% Payment of loan interest decreased in the period. Non-operating income 34,837,468.38 94,235,507.01 -63.03% Gains from disposal of intangible assets decreased in the period. Non-operating expenditure 4,304,076.70 283,931.85 1415.88% Donation and non-operating other expenditure increased in the period. Income tax expense -23,637.85 4,944,803.47 -100.48% Taxable income decreased in the period. Cash flow sheet Currunt period Last period Variable-ratio (%) Reason for change Net cash flow arising from -39,839,229.21 -162,574,578.72 75.49% Amount received in advance for operation activities housing sales increased in the Period Net cash flow arising from 28,646,487.02 195,376,676.06 -85.34% Land assets recovered by the investment activities government decreased in the period. Net cash flow arising from 2,548,500.00 -30,300,000.00 108.41% Payment of loans decreased in the financing activities Period Net increase of cash and cash -8,644,242.19 2,502,097.34 -445.48% Inventory increased in the period. equivalent 117 承德南江股份有限公司 2014 年半年度报告全文 Section X. Documents available for reference 1. Financial statement carried with the signature and seal of the Person in charge of the Company, person in charge of the accounting works and accountant in charge. 2. Text and original draft of the notice that disclosed in reporting period on newspapers appointed by CSRC; 118