承德南江股份有限公司 2014 年第三季度报告正文 Stock Code: 200160 Short Form of the Stock: Nanjiang-B Public Notice No: 2014-039 Chengde Nanjiang Co., Ltd. THE THIRD QUARTERLY REPORT FOR 2014 TEXT 1 承德南江股份有限公司 2014 年第三季度报告正文 Section I. Important Notes Board of Directors and the Supervisory Committee of Chengde Nanjiang Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives 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 of the Company are attended the Meeting for quarterly report deliberation. Principal of the Company Li Weimin, Person in Charge of Accounting Works Zhao Yongsheng and Person in Charge of Accounting Organ (Accounting Officer) Liu Fengguo hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 2 承德南江股份有限公司 2014 年第三季度报告正文 Section II. Main accounting data and changes of shareholders I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Current period-end Period-end of last year Increase/decrease Total assets(RMB) 533,369,364.32 380,763,274.72 40.08% Net assets attributable to shareholders of listed company 245,730,785.01 209,701,482.77 17.18% (RMB) Increase/decrease in Increase/decrease in Year-begin to end of comparison with Current period comparison with same the Period year-begin to period of last year Period-end of last year Operating revenue (RMB) 123,941,291.65 -34.39% 340,773,707.74 65.64% Net profit attributable to shareholders of the listed company 16,698,147.33 2,668.86% 36,029,302.24 -57.80% (RMB) Net profit attributable to shareholders of the listed company -6,297,142.64 -1,280.00% -17,499,379.41 -108.66% after deducting non-recurring gains and losses(RMB) Net cash flow arising from -- -- -98,162,930.60 44.37% operating activities(RMB) Basic earnings per share 0.024 2,500.00% 0.051 -57.50% (RMB/Share) Diluted earnings per share 0.024 2,500.00% 0.051 -57.50% (RMB/Share) Weighted average ROE 7.03% 7.35% 15.82% -38.36% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including the 55,653,179.07 3 承德南江股份有限公司 2014 年第三季度报告正文 write-off that accrued for impairment of assets) Other non-operating income and expenditure except for the -2,124,497.42 aforementioned items Total 53,528,681.65 -- 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. II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Statement of the total common shareholders and shares-held of top ten common shareholders at end of the Period In share Total common shareholders in 19,612 reporting period-end Shares-held of top ten common shareholders Amount of Number of share pledged/frozen Nature of Proportion of Amount of shares Shareholders non-tradable shareholder shares held held State of share Amount shares held Domestic natural Wang Dong 29.49% 208,324,800 208,324,800 person GUOTAI JUNAN SECURITIES(HO Foreign corporate 13.20% 93,204,617 0 NGKONG) LIMITED China Everbright Securities (HK) Foreign corporate 6.19% 43,721,637 0 Limited Chengde North Domestic Industrial non-state owned 2.62% 18,517,651 18,517,651 Corporation legal person Domestic natural Wang Zhengsong 1.89% 13,327,891 13,327,891 person 4 承德南江股份有限公司 2014 年第三季度报告正文 Domestic natural Wang Wensheng 1.03% 7,258,007 0 person Domestic natural Zhou Haihong 0.95% 6,708,495 0 person Domestic natural Li Tianyun 0.73% 5,158,000 0 person Shanghai Wanguo Foreign corporate 0.72% 5,065,824 0 (H.K) Securities Domestic natural Chen Yan 0.65% 4,609,200 0 person Tradable shares held by top 10 shareholders Type of shares Shareholders Amount of tradable shares held Type Amount GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 93,204,617 listed foreign 93,204,617 LIMITED shares Domestically China Everbright Securities (HK) 43,721,637 listed foreign 43,721,637 Limited 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 Li Tianyun 5,158,000 listed foreign 5,158,000 shares Domestically Shanghai Wanguo (H.K) Securities 5,065,824 listed foreign 5,065,824 shares Domestically Chen Yan 4,609,200 listed foreign 4,609,200 shares Domestically Zhao Ziying 3,286,616 listed foreign 3,286,616 shares Domestically Peng Wei 2,978,525 2,978,525 listed foreign 5 承德南江股份有限公司 2014 年第三季度报告正文 shares VANGUARD TOTAL Domestically INTERNATIONAL STOCK INDEX 2,677,475 listed foreign 2,677,475 FUND shares Explanation on associated The Company is unknown whether there exists associated relationship or belongs to relationship among the aforesaid consistent actor regulated by “management method for acquisition of listed company” shareholders among the above said shareholders. Explanation on shareholders involving margin business about top N/A ten common shareholders with un-restrict shares held (if applicable) Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Total of shareholders with preferred stock held and the top ten shareholdings in Period-end □Applicable √Not applicable 6 承德南江股份有限公司 2014 年第三季度报告正文 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable I. Items of balance Closing balance Opening balance Changes Reasons sheet Purchasing goods and construction Monetary fund 39,974,285.24 89,426,891.22 -55.30% account paid in the Period Account receivable 4,201,922.83 117,180.60 3485.85% Sales increased in the Period Account paid in The money paid in advance for 68,228,268.76 33,836,310.22 101.64% advance construction is un-settle in the Period Other account The account paid for current unit 15,263,186.84 4,976,108.67 206.73% receivables increased in the Period Development cost of real estate Inventory 341,329,196.52 190,569,964.32 79.11% business increased in the Period Tax paid in advance increased in the Other current assets 13,093,721.04 4,478,158.24 192.39% period Payment for goods clearing by note Note payable 9,500,000.00 26,000,000.00 -63.46% declined in the Period Account payable for purchasing Account receivable 5,767,202.89 3,660,631.16 57.55% goods increased in the Period Account received in Account received in advance from 210,249,657.69 53,821,113.16 290.65% advance house selling increased in the Period Tax payable 7,739,668.67 18,026,904.58 -57.07% Taxed paid in the Period II. Items of profit This Period Last period Changes Reasons statement Operation revenue 340,773,707.74 205,730,010.91 65.64% Subsidiary Runhua RW is out of the consolidated scope in semi-annual of Operation cost 343,116,036.53 195,036,771.02 75.92% last year Business tax and Taxes of real setae business decreased 175,909.40 1,357,319.37 -87.04% surcharge y-o-y in the Period Subsidiary Runhua RW is out of the consolidated scope in semi-annual of Sales expense 2,863,009.15 1,532,512.47 86.82% last year and advertising expenses for real estate project increased in the Period Borrowing interest paid increased in Financial expense 1,263,743.83 313,705.12 302.84% the Period 7 承德南江股份有限公司 2014 年第三季度报告正文 Income from invested entity declined Investment income 65,487.42 1,219,124.47 -94.63% in the Period Income from disposal of intangible Non-operation revenue 59,203,175.73 94,245,402.50 -37.18% assets decreased in the Period Non-operation Donation and other non-operation 5,674,494.08 487,531.86 1063.92% expenditure expenditure increased in the Period Payable income tax decreased in the Income tax expenses -23,637.85 5,359,232.68 -100.44% Period III. Items of cash This Period Last period Changes Reasons flow statement Net cash flow arising Account received in advance from from operating -98,162,930.60 -176,467,796.44 44.37% house selling increased in the Period activities Net cash flow arising The land assets collected by from investment 48,710,324.62 234,990,577.06 -79.27% Government decreased in the Period activities Net cash flow arising Borrowing expenditure paid in the from financing 2,548,500.00 -38,731,549.04 106.58% Period decreased activities II. Progress and influence of the main events as well as solution analysis specification □ Applicable √ Not applicable III. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or made in previous period and extending to reporting period √ Applicable □Not applicable Commitm Dated for Commitm Implementa Commitments Contents ent party commitment ent term tion Share Merger Reform 1. Commitments in aspect of independency of listed company: For the equity changes, that is 208,324,800 shares of Chengde Dalu Co., Ltd held by Chen Rong was transfer, Wang Dong guarantee there are no influence on the Controllin independent of employee, financial, Duration Commitments in report of g Implementi institution, business and integrity of assets of 2012-04-24 of the acquisition or equity change shareholde ng Chengde Dalu Co., Ltd. After transaction, Company r Chengde Dalu Co., Ltd still has the ability of independent operation and owes independent legal person, and continues to owes the independency of institution, assts, employees, production and financial. 2. Commitments for 8 承德南江股份有限公司 2014 年第三季度报告正文 horizontal competition: after 208,324,800 shares of Chengde Dalu Co., Ltd held by Chen Rong was transfer, Wang Dong guarantee there are no or potential horizontal competition between the Chengde Dalu Co., Ltd and Wang Dong and related parties of Wang Dong The performance compensation commitment: net profit (deducting non-recurring gains and losses) for 2012, 2013, 2014 and 2015 for Runhua Rural Water (Tianjin) International Controllin Trade Co., Ltd. Respectively can’t be less Implementi Commitments in assets g than 306,300 Yuan, 904,000 Yuan, 1,500,000 2013-04-10 2012-2015 ng reorganization shareholde Yuan and 3,400,000 Yuan. If the actual net normally r profit is less than the promised, the controlling shareholders shall perform the obligations of profit compensation accordingly. Commitment made during the IPO or refinancing Other commitments to minority shareholders of the Company Completed on time or not Yes Detail reasons for un-complement N/A and further plan (if applicable) IV. Estimation of operation performance for year of 2014 Estimation of 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 of reason □Applicable √Not applicable V. Particular about security investment □ Applicable √ Not applicable The Company had no security investment in Period. Explanation on equity of other listed company held □ Applicable √ Not applicable No security investment in Period. 9 承德南江股份有限公司 2014 年第三季度报告正文 VI. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VII. Registration form of receiving research, communication and interview in the report period √ Applicable □Not applicable Content discussed and Date Place Way Type Object documents provided Securities Routine operation of the 2014-07-17 department of the Telephone Personal Investor Company, no materials Company provided Securities Operating performance of 2014-09-16 department of the Telephone Personal Investor the Company, no materials Company provided Chengde Nanjiang Co., Ltd. Legal representative: Li Weimin 27 October 2014 10