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南江B:2014年第三季度报告正文(英文版)2014-10-28  

						                                                           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




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                                                                      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.




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                                                                                   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



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                                                                                  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




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                                                                           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



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                                                                                   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




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                                                                    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


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                                                                                         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


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                                                                                     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.



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                                                                         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




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