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南江B:2014年第三季度报告全文(英文版)2014-10-28  

						                            承德南江股份有限公司 2014 年第三季度报告全文




      Chengde Nanjiang Co., Ltd.
THE THIRD QUARTERLY REPORT FOR 2014




             October 2014




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                                                                      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.




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        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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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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                     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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                                                                                               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


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                                                                                                   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


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                                                                                        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.

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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




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                                        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



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     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


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       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



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        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


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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


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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


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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




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                                                                                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