承德南江股份有限公司 2014 年第三季度报告全文 Chengde Nanjiang Co., Ltd. THE THIRD QUARTERLY REPORT FOR 2014 October 2014 1 承德南江股份有限公司 2014 年第三季度报告全文 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 年第三季度报告全文 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 年第三季度报告全文 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 年第三季度报告全文 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 年第三季度报告全文 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 年第三季度报告全文 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 年第三季度报告全文 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 Commitmen Dated for Commitm Implementa Commitments Contents t 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 Duration Commitments in report of Controlling independent of employee, financial, institution, Implementi 2012-04-24 of the acquisition or equity change shareholder business and integrity of assets of Chengde ng Company Dalu Co., Ltd. After transaction, 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 8 承德南江股份有限公司 2014 年第三季度报告全文 financial. 2. Commitments for horizontal competition: after 208,324,800 shares of Chengde Dalu Co., Ltd held by Chen Rong was transfer, Wang Dong guarantee there are no or potential horizontal competition between the Chengde Dalu Co., Ltd and Wang Dong and related parties of Wang Dong The performance compensation commitment: net profit (deducting non-recurring gains and losses) for 2012, 2013, 2014 and 2015 for Runhua Rural Water (Tianjin) International Implementi Commitments in assets Controlling Trade Co., Ltd. Respectively can’t be less 2013-04-10 2012-2015 ng reorganization shareholder than 306,300 Yuan, 904,000 Yuan, 1,500,000 normally Yuan and 3,400,000 Yuan. If the actual net 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 and further N/A 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 年第三季度报告全文 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 10 承德南江股份有限公司 2014 年第三季度报告全文 Section IV. Financial Statement I. Financial statement 1. Consolidated Balance Sheet Prepared by Chengde Nanjiang Co., Ltd. In RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 39,974,285.24 89,426,891.22 Settlement provisions Capital lent Financial assets measured by fair value and whose change is recorded in current gains and losses Notes receivable Accounts receivable 4,201,922.83 117,180.60 Accounts paid in advance 68,228,268.76 33,836,310.22 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 15,263,186.84 4,976,108.67 Purchase restituted finance asset Inventories 341,329,196.52 190,569,964.32 Divided into assets held ready for sales Non-current asset due within one year Other current assets 13,093,721.04 4,478,158.24 Total current assets 482,090,581.23 323,404,613.27 Non-current assets: Granted loans and advances 11 承德南江股份有限公司 2014 年第三季度报告全文 Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 6,521,392.91 6,626,905.49 Investment property Fixed assets 10,556,049.53 11,296,353.61 Construction in progress Engineering material Disposal of fixed asset Productive biological asset 418,455.81 258,190.34 Oil and gas asset Intangible assets 21,705,279.54 28,721,653.41 Expense on Research and Development Goodwill 1,809,762.89 1,809,762.89 Long-term expenses to be 9,433,619.22 7,811,572.52 apportioned Deferred income tax asset 834,223.19 834,223.19 Other non-current asset Total non-current asset 51,278,783.09 57,358,661.45 Total assets 533,369,364.32 380,763,274.72 Current liabilities: Short-term loans Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Financial liability measured by fair value and with variation reckoned into current gains/losses Notes payable 9,500,000.00 26,000,000.00 Accounts payable 5,767,202.89 3,660,631.16 Accounts received in advance 210,249,657.69 53,821,113.16 Selling financial asset of repurchase Commission charge and commission payable 12 承德南江股份有限公司 2014 年第三季度报告全文 Wage payable 6,042,588.28 6,205,363.50 Taxes payable 7,739,668.67 18,026,904.58 Interest payable Dividend payable Other accounts payable 25,262,635.02 36,044,983.70 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held ready for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 264,561,752.55 143,758,996.10 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 264,561,752.55 143,758,996.10 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 706,320,000.00 706,320,000.00 Capital public reserve 456,470,250.78 456,470,250.78 Less: Inventory shares Reasonable reserve Other comprehensive income Surplus public reserve 76,791,550.17 76,791,550.17 Provision of general risk Retained profit -993,851,015.94 -1,029,880,318.18 13 承德南江股份有限公司 2014 年第三季度报告全文 Balance difference of foreign currency translation Total owner’s equity attributable to 245,730,785.01 209,701,482.77 parent company Minority interests 23,076,826.76 27,302,795.85 Total owner’s equity(or shareholders’ 268,807,611.77 237,004,278.62 equity) Total liabilities and owner’s equity(or 533,369,364.32 380,763,274.72 shareholders’ equity) Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 2. Balance Sheet of parent company Prepared by Chengde Nanjiang Co., Ltd. In RMB Item Balance at period-end Balance at period-begin Current assets: Monetary funds 8,094,638.19 5,681,141.82 Financial assets measured by fair value and whose change is recorded in current gains and losses Notes receivable Accounts receivable 487,683.48 Accounts paid in advance 47,300,000.00 25,000,000.00 Interest receivable Dividend receivable Other receivables 15,768,933.11 316,143.39 Inventories 311,091,350.72 161,600,661.40 Divided into assets held ready for sales Non-current asset due within one year Other current assets 10,385,339.89 Total current assets 393,127,945.39 192,597,946.61 Non-current assets: Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 157,284,836.37 152,284,669.73 Investment real estate 14 承德南江股份有限公司 2014 年第三季度报告全文 Fixed assets 1,254,088.80 1,314,384.81 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 9,722,725.48 15,699,628.36 Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset 750.00 750.00 Other non-current asset Total non-current asset 168,262,400.65 169,299,432.90 Total assets 561,390,346.04 361,897,379.51 Current liabilities: Short-term loans Financial liability measured by fair value and with variation reckoned into current gains/losses Notes payable Accounts payable 3,168,808.80 Accounts received in advance 185,275,241.86 40,423,500.00 Wage payable 47,422.22 Taxes payable -860,200.27 -58,959.68 Interest payable Dividend payable Other accounts payable 302,303,824.44 299,169,464.74 Divided into liability held ready for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 489,935,097.05 339,534,005.06 Non-current liabilities: Long-term loans Bonds payable 15 承德南江股份有限公司 2014 年第三季度报告全文 Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 489,935,097.05 339,534,005.06 Owner’s equity (or shareholders’ equity): Paid-up capital (or share capital) 706,320,000.00 706,320,000.00 Capital public reserve 449,365,886.69 449,365,886.69 Less: Inventory shares Reasonable reserve Other comprehensive income Surplus public reserve 76,791,550.17 76,791,550.17 General risk reserve Retained profit -1,161,022,187.87 -1,210,114,062.41 Balance difference of foreign currency translation Total owner’s equity(or shareholders’ 71,455,248.99 22,363,374.45 equity) Total liabilities and owner’s equity(or 561,390,346.04 361,897,379.51 shareholders’ equity) Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 3. Consolidated Profit Statement (this report period) Prepared by Chengde Nanjiang Co., Ltd. In RMB Item Amount in this period Amount in last period I. Total operating income 123,941,291.65 188,911,332.87 Including: Operating income 123,941,291.65 188,911,332.87 Interest income Insurance gained Commission charge and commission income II. Total operating cost 132,303,509.76 190,098,300.87 Including: Operating cost 124,972,799.23 183,033,031.37 Interest expense 16 承德南江股份有限公司 2014 年第三季度报告全文 Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras -59,605.53 445,808.47 Sales expenses 1,116,742.37 1,532,512.47 Administration expenses 4,977,054.74 5,201,266.11 Financial expenses 1,296,518.95 -114,317.55 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with -55,909.46 1,141,255.98 “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed -8,418,127.57 -45,712.02 with “-”) Add: Non-operating income 24,365,707.35 9,895.49 Less: Non-operating expense 1,370,417.38 203,600.01 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with 14,577,162.40 -239,416.54 “-”) Less: Income tax expense 414,429.21 V. Net profit (Net loss is listed with “-”) 14,577,162.40 -653,845.75 Including: net profit realized before consolidation by mergered party Net profit attributable to owner’s of 16,698,152.14 -650,020.79 parent company Minority shareholders’ gains and losses -2,120,989.74 -3,824.96 VI. Earnings per share -- -- i. Basic earnings per share 0.024 -0.001 ii. Diluted earnings per share 0.024 -0.001 VII. Other consolidated income Inc: Other comprehensive items un-able to re-classify as gains/losses in later accounting period 17 承德南江股份有限公司 2014 年第三季度报告全文 Other comprehensive items able to re-classify as gains/losses in later accounting period while regulated conditions are satisfy VIII. Total comprehensive income 14,577,162.40 -653,845.75 Total consolidated income attributable 16,698,152.14 -650,020.79 to owners of parent company Total consolidated income attributable -2,120,989.74 -3,824.96 to minority shareholders Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 4. Profit Statement of parent company (this report period) Prepared by Chengde Nanjiang Co., Ltd. In RMB Items Amount in this period Amount in last period I. Operating income 298,332.72 1,898.80 Less: operating cost 298,332.72 2,010.88 Operating tax and extras Sales expenses 184,781.10 Administration expenses 2,599,400.39 1,868,649.02 Financial expenses 194,417.07 635.75 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: Investment income on affiliated company and joint venture II. Operating profit (Loss is listed -2,978,598.56 -1,869,396.85 with “-”) Add: Non-operating income 24,281,444.10 100.00 Less: Non-operating expense 533,165.53 3,600.00 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 20,769,680.01 -1,872,896.85 “-”) Less: Income tax expense IV. Net profit (Net loss is listed with 20,769,680.01 -1,872,896.85 “-”) V. Earnings per share -- -- i. Basic earnings per share 0.03 -0.003 ii. Diluted earnings per share 0.03 -0.003 18 承德南江股份有限公司 2014 年第三季度报告全文 VI. Other consolidated income Inc: Other comprehensive items un-able to re-classify as gains/losses in later accounting period Other comprehensive items able to re-classify as gains/losses in later accounting period while regulated conditions are satisfy VII. Total comprehensive income 20,769,680.01 -1,872,896.85 Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 5. Consolidated profit statement (from year-begin to end of this period) Prepared by Chengde Nanjiang Co., Ltd. In RMB Item Amount in this period Amount in last period I. Total operating income 340,773,707.74 205,730,010.91 Including: Operating income 340,773,707.74 205,730,010.91 Interest income Insurance gained Commission charge and commission income II. Total operating cost 362,588,181.51 209,992,905.09 Including: Operating cost 343,116,036.53 195,036,771.02 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 175,909.40 1,357,319.37 Sales expenses 2,863,009.15 1,532,512.47 Administration expenses 15,169,482.60 13,200,443.17 Financial expenses 1,263,743.83 313,705.12 Losses of devaluation of asset -1,447,846.06 19 承德南江股份有限公司 2014 年第三季度报告全文 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with 65,487.42 1,219,124.47 “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed -21,748,986.35 -3,043,769.71 with “-”) Add: Non-operating income 59,203,175.73 94,245,402.50 Less: Non-operating expense 5,674,494.08 487,531.86 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with 31,779,695.30 90,714,100.93 “-”) Less: Income tax expense -23,637.85 5,359,232.68 V. Net profit (Net loss is listed with “-”) 31,803,333.15 85,354,868.25 Including: net profit realized before consolidation by mergered party Net profit attributable to owner’s of 36,029,302.24 85,371,241.50 parent company Minority shareholders’ gains and losses -4,225,969.09 -16,373.25 VI. Earnings per share -- -- i. Basic earnings per share 0.051 0.12 ii. Diluted earnings per share 0.051 0.12 VII. Other consolidated income Inc: Other comprehensive items un-able to re-classify as gains/losses in later accounting period Other comprehensive items able to re-classify as gains/losses in later accounting period while regulated conditions are satisfy VIII. Total comprehensive income 31,803,333.15 85,354,868.25 Total consolidated income attributable 36,029,302.24 85,371,241.50 to owners of parent company Total consolidated income attributable -4,225,969.09 -16,373.25 to minority shareholders Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 6. Profit Statement of parent company (from year-begin to end of this period) Prepared by Chengde Nanjiang Co., Ltd. 20 承德南江股份有限公司 2014 年第三季度报告全文 In RMB Items Amount in this period Amount in last period I. Operating income 4,366,378.34 22,082.73 Less: operating cost 766,378.34 18,677.52 Operating tax and extras 198,000.00 Sales expenses 464,629.10 Administration expenses 7,478,437.27 5,595,739.02 Financial expenses 539,116.73 334.95 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: Investment income on affiliated company and joint venture II. Operating profit (Loss is listed -5,080,183.10 -5,592,668.76 with “-”) Add: Non-operating income 58,929,223.17 14,090.00 Less: Non-operating expense 4,757,165.53 8,600.00 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 49,091,874.54 -5,587,178.76 “-”) Less: Income tax expense IV. Net profit (Net loss is listed with 49,091,874.54 -5,587,178.76 “-”) V. Earnings per share -- -- i. Basic earnings per share 0.07 -0.008 ii. Diluted earnings per share 0.07 -0.008 VI. Other consolidated income Inc: Other comprehensive items un-able to re-classify as gains/losses in later accounting period Other comprehensive items able to re-classify as gains/losses in later accounting period while regulated conditions are satisfy VII. Total comprehensive income 49,091,874.54 -5,587,178.76 Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 7. Consolidated Cash Flow Statement (from year-begin to end of this period) Prepared by Chengde Nanjiang Co., Ltd. 21 承德南江股份有限公司 2014 年第三季度报告全文 In RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities 493,464,533.91 235,280,752.29 and providing labor 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 capital Write-back of tax received 1,326,925.90 Other cash received concerning 32,988,319.10 36,451,811.29 operating activities Subtotal of cash inflow arising from 527,779,778.91 271,732,563.58 operating activities Cash paid for purchasing commodities 522,817,068.09 384,235,520.54 and receiving labor 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 5,693,324.00 4,238,634.54 Taxes paid 21,779,585.23 22,887,501.29 Other cash paid concerning operating 75,652,732.19 36,838,703.65 activities Subtotal of cash outflow arising from 625,942,709.51 448,200,360.02 operating activities Net cash flows arising from operating -98,162,930.60 -176,467,796.44 activities II. Cash flows arising from investing activities: Cash received from recovering 9,000,000.00 investment Cash received from investment income 171,000.00 77,868.49 Net cash received from disposal of fixed, intangible and other long-term 50,202,731.60 172,238,021.00 assets Net cash received from disposal of 22 承德南江股份有限公司 2014 年第三季度报告全文 subsidiaries and other units Other cash received concerning 57,483,537.07 investing activities Subtotal of cash inflow from investing 50,373,731.60 238,799,426.56 activities Cash paid for purchasing fixed, 1,663,406.98 3,808,849.50 intangible and other long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing 1,663,406.98 3,808,849.50 activities Net cash flows arising from investing 48,710,324.62 234,990,577.06 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 2,600,000.00 205,054.95 financing activities Subtotal of cash inflow from financing 2,600,000.00 5,205,054.95 activities Cash paid for settling debts 35,300,000.00 Cash paid for dividend and profit 8,636,603.99 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing 51,500.00 activities Subtotal of cash outflow from financing 51,500.00 43,936,603.99 activities Net cash flows arising from financing 2,548,500.00 -38,731,549.04 activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash -46,904,105.98 19,791,231.58 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 31,077,382.08 101,337,278.45 equivalents at the period -end Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo 8. Cash Flow Statement of parent company (from year-begin to end of this period) Prepared by Chengde Nanjiang Co., Ltd. In RMB Item Amount in this period Amount in last period 23 承德南江股份有限公司 2014 年第三季度报告全文 I. Cash flows arising from operating activities: Cash received from selling commodities 158,574,101.65 and providing labor services Write-back of tax received Other cash received concerning 34,269,930.67 44,676,786.29 operating activities Subtotal of cash inflow arising from 192,844,032.32 44,676,786.29 operating activities Cash paid for purchasing commodities 162,636,915.74 154,600,079.00 and receiving labor service Cash paid to/for staff and workers 4,424,014.96 1,415,966.32 Taxes paid 14,030,841.19 6,883,726.61 Other cash paid concerning operating 87,778,507.42 4,396,892.92 activities Subtotal of cash outflow arising from 268,870,279.31 167,296,664.85 operating activities Net cash flows arising from operating -76,026,246.99 -122,619,878.56 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 50,000,000.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing 50,000,000.00 activities Cash paid for purchasing fixed, 60,090.00 745,261.00 intangible and other long-term assets Cash paid for investment 5,000,166.64 49,170,370.00 Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing 5,060,256.64 49,915,631.00 activities Net cash flows arising from investing 44,939,743.36 -49,915,631.00 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 43,700,000.00 172,848,870.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 43,700,000.00 172,848,870.00 activities Cash paid for settling debts 10,200,000.00 Cash paid for dividend and profit distributing or interest paying 24 承德南江股份有限公司 2014 年第三季度报告全文 Other cash paid concerning financing activities Subtotal of cash outflow from financing 10,200,000.00 activities Net cash flows arising from financing 33,500,000.00 172,848,870.00 activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash 2,413,496.37 313,360.44 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 8,094,638.19 1,090,817.14 equivalents at the period -end Legal representative: Li Weimin Person in charge of accounting works: Zhao Yongsheng Person in charge of accounting institution: Liu Fengguo II. Audit Report Whether the third quarter report was audited or not □Yes √No The third quarter report of the Company has not been audited Chengde Nanjiang Co., Ltd. Legal representative: Li Weimin 27 October 2014 25