承德南江股份有限公司 2014 年年度报告摘要 Stock Code: 200160 Short Form of the Stock: Nanjiang B Public Notice No.: 2015-021 Chengde Nanjiang Co., Ltd. Summary of Annual Report 2014 1. Important Notice The summary is abstract from full-text of annual report, for more details information, investors should found in the full-text of annual report that published on website of Shenzhen Stock Exchange and other website appointed by CSRC. Company Profile Short form of the stock NANJIANG-B Stock code 200160 Stock exchange for listing Shenzhen Stock Exchange Short form of the Stock after changed -- (if applicable) Person/Way to contact Secretary of the Board Rep. of security affairs Name Li Wenying Wang Haijian Tel. 0314-3115049 0314-3115048 Fax. 0314-3111475 0314-3111475 E-mail liwy@cdnanjiang.com wanghj@cdnanjiang.com 2. Main financial data and changes of shareholders (1) Main financial data Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Changes over last 2014 2013 2012 year Operating income (RMB) 322,502,631.63 363,952,258.89 -11.39% 79,512,004.22 Net profit attributable to shareholders 80,280,395.81 94,806,811.16 -15.32% 32,894,368.82 of the listed company(RMB) 1 承德南江股份有限公司 2014 年年度报告摘要 Net profit attributable to shareholders of the listed company after deducting 3,121,357.84 -5,614,485.87 155.59% -1,721,230.31 non-recurring gains and losses(RMB) Net cash flow arising from operating -134,329,924.08 -204,553,032.66 34.33% -4,386,658.32 activities(RMB) Basic earnings per share (RMB/Share) 0.11 0.13 -15.38% 0.05 Diluted earnings per share 0.11 0.13 -15.38% 0.05 (RMB/Share) Weighted average ROE 32.13% 58.42% -26.29% 36.01% Changes over end of End of 2014 End of 2013 End of 2012 last year Total assets (RMB) 642,501,296.47 380,763,274.72 68.74% 193,617,124.65 Net assets attributable to shareholder of 289,982,016.44 209,701,482.77 38.28% 114,894,671.61 listed company(RMB) (2) Statement of shares held by top 10 common shareholders Total common shareholders ended Total common shareholders at 19,446 as the 5th trading day before 19,555 end of reporting period annual report disclosed Particular about shares held by top ten common shareholders Proportion of Amount of Shares pledge or frozen Shareholders Nature Amount of restricted shares held shares held shares held Status Amount Domestic Wang Dong 29.49% 208,324,800 208,324,800 nature person Everbright Overseas legal Securities 13.22% 93,410,193 0 person (H.K.) Co., Ltd. GUOTAI JUNAN Overseas legal SECURITIES( 6.88% 48,564,062 0 person HONGKONG) LIMITED Chengde North Domestic Industrial non-state 2.62% 18,517,651 18,517,651 Corporation owned legal 2 承德南江股份有限公司 2014 年年度报告摘要 person Wang Domestic 1.89% 13,327,891 13,327,891 Zhengsong nature person Wang Domestic 1.03% 7,258,007 0 Wensheng nature person Domestic Zhou Haihong 0.95% 6,708,495 0 nature person Domestic Li Tianyun 0.73% 5,158,000 0 nature person Shanghai Overseas legal Wanguo (H.K) 0.71% 4,995,920 0 person Securities Domestic Chen Yan 0.57% 4,023,256 0 nature person Explanation on associated The Company is unknown whether there exists associated relationship or belongs to consistent relationship among the aforesaid actor regulated by “management method for acquisition of listed company” among the above shareholders said shareholders. Explanation on shareholders involving margin business (if N/A applicable) (3)Shares held by top ten shareholders with preferred stock held □ Applicable √ Not applicable The Company had no shareholders with preferred stock held in the reporting. (4) Property right and controlling relationships between the actual controllers of the Company and the Company is as follows: Wang Dong 29.49% CHENGDE NANJIANG CO., LTD. 3 承德南江股份有限公司 2014 年年度报告摘要 3. Discussion and analysis by the Management Team During the reporting period, the Company continue to improve the operational management standards, continually completed and perfect the governance structure, and actively push forward the main business in line with the fixed goal, enhance the steady development and keep growing. I. Real Estate In reporting period, real estate market are integrated regulation, housing has a larger amount in stock, in the face of complex economic situation and huge market competing pressures, the Company pinpoint the market, insisted on the operation principle of “ creating high-end choicest residence”; project of phase I and phase II of the Nanjiang﹒Huijing Tiandi have been completed with favorable sales performance resulted. II. Eco-agriculture In field of eco-agriculture, on the one hand, upgrade infrastructure for the cultivation, improved variety, increase productivity and promote the development of supporting industry chain; on the other hand, market-oriented, adjusted industry structure, expanding sales channels and continue to building the characteristics of the Company. In the reporting period, the eco-agriculture was awarded the title of “Key Leading Enterprise of Agriculture Industrialization in Chengde City”, corporate influence enlarged and further improves the corporate product competitiveness. III. Corporate governance Corporate governance of the Company aims at internal construction in the Period, to perfect the construction and implementation of the internal control system; relevant system documents are been supplemented and revised. Internal auditing department of the Company strengthen the self-audit ability for internal control, at the mean time of strengthen the execution ability, making up for deficiency, perfected the rectification and governance standards are been increased effectively, and laying out a foundation of preventing business risks. Up to 31 December 2014, total assets of the Company amounting to 642.5013 million Yuan, net assets attributable o shareholder of listed company amounting to 289.982 million Yuan; operation revenue for year of 2014 was 322.5026 million Yuan and net profit attributable to shareholder of listed company resulted as 80.2804 million Yuan. 4. Matters relevant to financial report (1) Particulars about the changes in aspect of accounting policy, estimates and calculation method compared with the financial report of last year √Applicable □Not applicable In 2014, massive revised are been carried out in accounting standards by Ministry of Finance and released the followed eight rules as "Accounting Standards for Business Enterprises No. 2 - Long-term Equity Investments”, "Accounting Standards for Business Enterprises No. 9 - Employee Remuneration”, " Accounting Standards for Business Enterprises No. 30 - Presentation of Financial Statements”, " Accounting Standards for Business Enterprises No. 33 - Consolidated Financial Statements ", "Accounting Standards for Business Enterprises No. 37 - Presentation of Financial Instruments”, "Accounting Standards for Business Enterprises No. 39 – Measurement of Fair value”, "Accounting Standards for Business Enterprises No. 40 - Joint Venture Arrangement" and "Accounting Standards for Business Enterprises No. 41 - Disclosure of Interests in Other Entities" in stages. In accordance with the requirement from Ministry of Finance, the Company carries out the above mentioned standards since 1 July 2014. 4 承德南江股份有限公司 2014 年年度报告摘要 In view of the accounting policy adjustment, relevant items and amount at period-begin no need to adjusted correspondingly, and it shows no major influences on financial statement of the Company (2) Particulars about retroactive restatement on major correction for accounting errors in reporting period □ Applicable √ Not applicable No particular about major accounting errors correction that needs retroactive re-statement for the Company in the reporting. (3) Particulars about the change of consolidation range compared with the financial report of last year □ Applicable √ Not applicable Scope of consolidate statement has no changed in the Period (4) Explanation of the Board of Directors and the Board of Supervisors on the “Qualified Opinion” of the report made by the CPAs □ Applicable √ Not applicable 5