CHENGDE NANJIANG CO., LTD. REPORT OF THE AUDITORS DAHUASHENZI[2015]NO.004631(EN) CHENGDENANJIANG CO., LTD. REPORT OF THE AUDIORS & FINANCIAL STATEMENTS YEAR 2014 CONTENTS PAGES 1. AUDITOR’S REPORT 1-2 2. THE (CONSOLIDATED) FINANCIAL STATEMENTS 3-19 STATEMENT OF (CONSOLIDATED) FINANCIAL POSITION STATEMENT OF (Parent Company) FINANCIAL POSITION4-6 STATEMENT OF (CONSOLIDATED) COMPREHENSIVE INCOME STATEMENT OF (Parent Company) COMPREHENSIVE INCOME STATEMENT OF (CONSOLIDATED) CHANGES IN OWNERS’ EQUITY STATEMENT OF (Parent Company) CHANGES IN OWNERS’ EQUITY STATEMENT OF (CONSOLIDATED) CASH FLOWS STATEMENT OF (Parent Company) CASH FLOWS14 3. NOTES TO (CONSOLIDATED)FINANCIAL STATEMENTS 20-84 The auditors’ report and the accompanying financial statements are English translations of the Chinese auditors’ report andfinancial statements. In case the English version does not conform to the Chinese version, the Chinese versio Report OfThe Auditors DAHUASHENZI [2015]NO.004631(EN) All shareholders of CHENGDE NANJIANG CO., LTD.: We have audited the attached financial statements of CHENGDE NANJIANG CO., LTD. (hereinafter referred to as ―“CDNJ”), including Consolidated Balance Sheet as of December 31, 2014, Consolidated Profit Statement, Consolidated Cash Flow Statement, Consolidated Statement of Change in Stockholder Equity and Notes to Financial Statements of 2014. I. Management's responsibility for the financial statements The management of CDNJ shall take responsibilities for formulating and presenting the financial statements. Such responsibilities include: (1) prepare the financial statements in accordance with the Accounting Standards for Business Enterprises to fairly and truly reflect situation of the Company; (2) design, implement and maintain the internal control that is relevant to the preparation of these financial statements so as to make the financial statements free of material misstatements which are caused by fraud and mistake. II. CPA's responsibility Our responsibilities are to express opinions on these financial statements based on our audit work. We conducted our audits in accordance with Auditing Standards for CPAs of China. Auditing Standards for CPAs of China requires us to observe occupational morality and to plan and conduct our audit to obtain reasonable assurance on whether the financial statements are free of material misstatement or not. The audit involves performing auditing procedures to obtain the amounts of the financial statements and the auditing evidences disclosed. The procedures selected depend on the CPA's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. When making risk assessment, the CPA took the internal control relevant to the preparation of the financial statements and fair presentation into consideration so as to design appropriate auditing process. The audit work also includes evaluating the appropriateness of accounting policies selected and the rationality of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1 III. Audit opinions In our opinion, the above financial statements of CDNJ are in compliance with the Corporate Accounting System and, in all material respects, present fairly the financial standing of your consolidation and parent company dated December 31, 2014 and the operation results and cash flow of consolidation and parent company of 2014. Da Hua Certified Public Accountants (Special General Partnership) Certified Public Accountants: Beijing, the People’s Republic of China April 27, 2015 2 STATEMENT OF (CONSOLIDATED) FINANCIAL POSITION December 31, 2014 Prepared by: CHENGDE NANJIANG Co., Ltd. Unit: Yuan Item Note Ending balance Beginning balance Current assets: Monetary funds 1 36,998,545.17 89,426,891.22 Financial assets measured at fair value with changes included in current profits and losses Notes receivable Accounts receivable 2 2,722,676.66 117,180.60 Prepayments 3 7,780,145.39 33,836,310.22 Interest receivable Dividends receivable Other receivables 4 11,008,292.44 4,976,108.67 Inventory 5 515,713,286.09 190,569,964.32 Divided into assets held for sale Non-current assets due within one year Other current assets 6 24,131,851.80 4,478,158.24 Total current assets 598,354,797.55 323,404,613.27 Non-current assets: Available-for-sale financial assets Held-to-maturity investment Long-term accounts receivable Long-term equity investments 7 6,684,960.46 6,626,905.49 Investment property Fixed assets 8 10,294,681.90 11,296,353.61 Construction in progress Biological assets 9 640,727.71 258,190.34 Engineering material Liquidation of fixed assets Intangible assets 10 11,902,512.97 28,721,653.41 Development expenses Goodwill 11 1,809,762.89 Long-term deferred expenses 12 8,588,027.16 7,811,572.52 Deferred income tax assets 13 834,223.19 834,223.19 Other non-current assets 14 5,201,365.53 Total non-current assets 44,146,498.92 57,358,661.45 Total assets 642,501,296.47 380,763,274.72 The Notes are the integral part of the financial statement, and the financial statement is signed by the following persons Legal representative: Accounting supervisor: Legal representative of the accounting firm: 3 STATEMENT OF (CONSOLIDATED) FINANCIAL POSITION(Continued) December 31, 2014 Prepared by: CHENGDE NANJIANG Co., Ltd.Unit: Yuan Item Note Ending balance Beginning balance Current liabilities: Short-term loans Financial liabilities measured at fair value with changes included in current profits and losses Notes payable 16 26,000,000.00 Accounts payable 17 10,425,920.41 3,660,631.16 Advance received 18 290,954,152.81 53,821,113.16 Payroll payable 19 6,233,580.16 6,205,363.50 Tax payable 20 10,023,172.67 18,026,904.58 Interests payable Dividends payable Other payables 21 14,624,828.17 36,044,983.70 Divided into liabilities held for sale Non-current liabilities due within one year Other current liabilities Total current liabilities 332,261,654.22 143,758,996.10 Non-current liabilities: Long-term loans Bonds payable Including: preferred shares Perpetual capital securities Long-term payables Long-term payroll payable Special payables Estimated liabilities Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 332,261,654.22 143,758,996.10 Owners' equity: Share capital 22 706,320,000.00 706,320,000.00 Other equity instruments Including: preferred shares Perpetual capital securities Capital reserve 23 456,470,388.64 456,470,250.78 Less: treasury stocks Other comprehensive income Special reserves 4 Item Note Ending balance Beginning balance Surplus reserve 24 76,791,550.17 76,791,550.17 Undistributed profits 25 -949,599,922.37 -1,029,880,318.18 Total owners' equity attributable to parent company 289,982,016.44 209,701,482.77 Minority shareholders' equity 20,257,625.81 27,302,795.85 Total shareholders' equity 310,239,642.25 237,004,278.62 Total liabilities and shareholders' equity 642,501,296.47 380,763,274.72 The Notes are the integral part of the financial statement, and the financial statement is signed by the following persons Legal representative: Accounting supervisor: Legal representative of the accounting firm: 5 STATEMENT OF (Parent Company) FINANCIAL POSITION December 31, 2014 Prepared by: CHENGDE NANJIANG Co., Ltd. Unit: Yuan Item Note Ending balance Beginning balance Current assets: Monetary funds 18,291,266.59 5,681,141.82 Financial assets measured at fair value with changes included in current profits and losses Notes receivable Accounts receivable Prepayments 1,372,194.98 25,000,000.00 Interest receivable Dividends receivable Other receivables 1 16,638,184.13 316,143.39 Inventory 490,087,338.82 161,600,661.40 Divided into assets held for sale Non-current assets due within one year Other current assets 19,420,345.47 Total current assets 545,809,329.99 192,597,946.61 Non-current assets: Available-for-sale financial assets Held-to-maturity investment Long-term accounts receivable Long-term equity investments 2 157,284,836.37 152,284,669.73 Investment property Fixed assets 1,183,425.73 1,314,384.81 Construction in progress Biological assets Engineering material Liquidation of fixed assets Intangible assets 15,699,628.36 Development expenses Goodwill Long-term deferred expenses 172,589.80 Deferred income tax assets 750.00 750.00 Other non-current assets Total non-current assets 158,641,601.90 169,299,432.90 Total assets 704,450,931.89 361,897,379.51 The Notes are the integral part of the financial statement, and the financial statement is signed by the following persons Legal representative: Accounting supervisor: Legal representative of the accounting firm: 6 STATEMENT OF (Parent Company) FINANCIAL POSITION(Continued) December 31, 2014 Prepared by: CHENGDE NANJIANG Co., Ltd.Unit: Yuan Item Note Ending balance Beginning balance Current liabilities: Short-term loans Financial liabilities measured at fair value with changes included in current profits and losses Notes payable Accounts payable 3,625,964.00 Advance received 277,140,032.59 40,423,500. 00 Payroll payable 628.22 Tax payable 49,975.30 -58,959.68 Interests payable Dividends payable Other payables 243,993,740.20 299,169,46 4.74 Divided into liabilities held for sale Non-current liabilities due within one year Other current liabilities Total current liabilities 524,810,340.31 339,534,00 5.06 Non-current liabilities: Long-term loans Bonds payable Including: preferred shares Perpetual capital securities Long-term payables Long-term payroll payable Special payables Estimated liabilities Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 524,810,340.31 339,534,00 5.06 Owners' equity: Share capital 706,320,000.00 706,320,00 0.00 Other equity instruments 7 Item Note Ending balance Beginning balance Including: preferred shares Perpetual capital securities Capital reserve 449,366,024.55 449,365,88 6.69 Less: treasury stocks Other comprehensive income Special reserves Surplus reserve 76,791,550.17 76,791,550. 17 Undistributed profits -1,052,836,983.14 -1,210,114, 062.41 Total owners' equity attributable to parent company Minority shareholders' equity Total shareholders' equity 179,640,591.58 22,363,374. 45 Total liabilities and shareholders' equity 704,450,931.89 361,897,37 9.51 The Notes are the integral part of the financial statement, and the financial statement is signed by the following persons Legal representative: Accounting supervisor: Legal representative of the accounting firm: 8 STATEMENT OF (CONSOLIDATED) COMPREHENSIVE INCOME 2014 Prepared by: CHENGDE NANJIANG Co., Ltd.Unit: Yuan Amount Amount Item Note incurred in this incurred in year previous year I. Total operating income 322,502,631.63 363,952,258.89 Including: operating income 26 322,502,631.63 363,952,258.89 II. Total operating cost 358,297,490.43 364,595,768.48 Including: operating cost 26 325,795,009.31 339,083,312.47 Operating taxes and surcharges 27 608,376.03 3,135,115.82 Sales expenses 28 4,299,230.07 3,263,636.58 Management expenses 28 21,550,755.68 21,000,380.87 Financial expenses 28 1,816,023.18 616,644.15 Assets impairment losses 29 4,228,096.16 -2,503,321.41 Add: income from changes in fair value (―-‖ indicates the loss) Investment profit (―-‖ indicates the loss) 30 229,054.97 164,602.55 III. Operating profit (“-” indicates the loss) -35,565,803.83 -478,907.04 Add: non-operating income 31 117,700,572.71 132,325,264.45 Including: gains from disposal of non-current assets Less: non-operating expenditure 32 7,947,685.38 615,794.39 Including: loss from disposal of non-current assets IV. Total profit (“-” indicates the total loss) 74,187,083.50 131,230,563.02 Less: income tax 33 951,857.73 31,295,705.90 V. Net profit (―-‖ indicates the net loss) 73,235,225.77 99,934,857.12 Net profits attributable to the parent company shareholders 80,280,395.81 94,806,811.16 Gain and loss of minority shareholders -7,045,170.04 5,128,045.96 VI. After-tax net of other comprehensive incomes After-tax net of other comprehensive incomes owned by the owner of the parent company (I) Other comprehensive incomes that cannot be classified into profit and loss in the future 1. Re-measurement of changes in net liabilities or net assets in defined benefit plan 2. Share in other comprehensive incomes that cannot be reclassified into profit and loss in investee by equity method (II) Other comprehensive incomes that would be classified into profit and loss in the future 1. Shares in other comprehensive incomes that can be reclassified into profit and loss in investee by equity method in the future 2. Loss and profit of change in fair value of available-for-sale financial assets 3. Loss and profit of available-for-sale financial assets of held-to-maturity investments 4. Effective part of hedge profit and loss of cash flow 5. Translation difference in the foreign currency financial statement 6. Others Net of tax from other comprehensive incomes owned by minority stockholders VII. Total comprehensive income 73,235,225.77 99,934,857.12 Total consolidated income attributable to the shareholder of the parent company 80,280,395.81 94,806,811.16 Total consolidated income attributable to minority shareholders -7,045,170.04 5,128,045.96 VIII. Earnings per share: (I) Basic earnings per share 0.11 0.13 (II) Diluted earnings per share 0.11 0.13 9 STATEMENT OF (Parent Company) COMPREHENSIVE INCOME 2014 Prepared by: CHENGDE NANJIANG Co., Ltd.Unit: Yuan Amount Amount incurred in Item Note incurred in this year previous year I. Total operating income 8,217,142.76 9,631,946.56 Including: operating income 3 8,217,142.76 9,631,946.56 II. Total operating cost 14,127,309.81 8,760,680.31 Including: operating cost 3 988,187.82 28,460.39 Operating taxes and surcharges 396,000.00 528,000.00 Sales expenses 529,129.10 240,503.11 Management expenses 11,207,134.69 7,959,458.53 Financial expenses 961,779.78 1,258.28 Assets impairment losses 45,078.42 3,000.00 Add: income from changes in fair value (―-‖ indicates the loss) Investment profit (―-‖ indicates the loss) III. Operating profit (“-” indicates the loss) -5,910,167.05 871,266.25 Add: non-operating income 168,058,111.85 21,920.77 Including: gains from disposal of non-current assets 113,647,960.69 Less: non-operating expenditure 4,870,865.53 9,100.00 Including: loss from disposal of non-current assets IV. Total profit (“-” indicates the total loss) 157,277,079.27 884,087.02 Less: income tax -750.00 V. Net profit (―-‖ indicates the net loss) 157,277,079.27 884,837.02 VI. After-tax net of other comprehensive incomes After-tax net of other comprehensive incomes owned by the owner of the parent company (I) Other comprehensive incomes that cannot be classified into profit and loss in the future 1. Re-measurement of changes in net liabilities or net assets in defined benefit plan 2. Share in other comprehensive incomes that cannot be reclassified into profit and loss in investee by equity method (II) Other comprehensive incomes that would be classified into profit and loss in the future 1. Shares in other comprehensive incomes that can be reclassified into profit and loss in investee by equity method in the future 2. Loss and profit of change in fair value of available-for-sale financial assets 3. Loss and profit of available-for-sale financial assets of held-to-maturity investments 4. Effective part of hedge profit and loss of cash flow 5. Translation difference in the foreign currency financial statement 10 6. Others VII. Total comprehensive income 157,277,079.27 884,837.02 11 STATEMENT OF (CONSOLIDATED) CHANGES IN OWNERS’ EQUITY 2014 Prepared by: CHENGDE NANJIANG Co., Ltd.Unit: Yuan Current year Total shareholders' equity attributed to parent company Other equity instruments Minority Item Less: Other General Total owners' Share Perpetual Capital Special Surplus Undistributed shareholde Preferred treasury comprehensiv risk equity capital capital Others reserve reserve reserve profits rs' equity share stocks e income provisions securities 706,320,000.0 I. Balances at the end of previous year 456,470,250.78 76,791,550.17 -1,029,880,318.18 27,302,795.85 237,004,278.62 0 Add: profit or loss from accounting policy changes Fund for corrections of errors of previous period Corporate combination under common control Others II. Balances at the beginning of this 706,320,000.0 456,470,250.78 76,791,550.17 -1,029,880,318.18 27,302,795.85 237,004,278.62 year 0 III. Increased/decreased amount this 137.86 80,280,395.81 -7,045,170.04 73,235,363.63 year (“-” indicates decrease) (I) Total comprehensive income (II) Capital paid in and reduced by 137.86 137.86 shareholders 12 1. Ordinary share invested by shareholders 2. Capital invested by other equity instruments holders 3. Amounts of share-based payments recognized in shareholders' equity 4. Others 137.86 137.86 (III) Profit distribution 80,280,395.81 -7,045,170.04 73,235,225.77 1. Appropriation to surplus reserves 2. Appropriation of general risk reserves 3. Distribution to owners (or 80,280,395.81 -7,045,170.04 73,235,225.77 shareholder) 4. Others (IV) Internal carry-forward of shareholders’ equity 1. Capital reserves transferred to share capital 2. Surplus reserves transferred to share capital 3. Surplus reserves for making up losses 4. Others (V) Special reserve 1. Withdrawn amount of this year 2. Utilization amount of this year 13 (VI) Others IV. Balance at the end of this year 706,320,000.0 456,470,388.64 76,791,550.17 -949,599,922.37 20,257,625.81 310,239,642.25 0 STATEMENT OF (Parent Company) CHANGES IN OWNERS’ EQUITY 2014 Prepared by: CHENGDE NANJIANG Co., Ltd.Unit: Yuan Current year Other equity instruments Less: Other Item Capital Special Surplus Undistributed Total owners' Share capital Preferred Perpetual capital treasury comprehensive Others reserve reserve reserve profits equity share securities stocks income I. Balances at the end of previous year 706,320,000.00 449,365,886.69 76,791,550.17 -1,210,114,062.41 22,363,374.45 Add: profit or loss from accounting policy changes Fund for corrections of errors of previous period Others II. Balances at the beginning of this year 706,320,000.00 449,365,886.69 76,791,550.17 -1,210,114,062.41 22,363,374.45 III. Increased/decreased amount this year 137.86 157,277,079.27 157,277,217.13 (“-” indicates decrease) (I) Total comprehensive income 137.86 137.86 (II) Capital paid in and reduced by shareholders 1. Ordinary share invested by shareholders 14 Current year Other equity instruments Less: Other Item Capital Special Surplus Undistributed Total owners' Share capital Preferred Perpetual capital treasury comprehensive Others reserve reserve reserve profits equity share securities stocks income 2. Capital invested by other equity instruments holders 3. Amounts of share-based payments recognized in shareholders' equity 4. Others 137.86 137.86 (III) Profit distribution 157,277,079.27 157,277,079.27 1. Appropriation to surplus reserves 2. Distribution to owners (or 157,277,079.27 157,277,079.27 shareholder) 3. Others (IV) Internal carry-forward of shareholders’ equity 1. Capital reserves transferred to share capital 2. Surplus reserves transferred to share capital 3. Surplus reserves for making up losses 4. Others (V) Special reserve 1. Withdrawn amount of this year 2. Utilization amount of this year 15 Current year Other equity instruments Less: Other Item Capital Special Surplus Undistributed Total owners' Share capital Preferred Perpetual capital treasury comprehensive Others reserve reserve reserve profits equity share securities stocks income (VI) Others IV. Balance at the end of this year 706,320,000.00 449,366,024.55 76,791,550.17 -1,052,836,983.14 179,640,591.58 16 DAHUASHENZI [2015] NO. 004631 (EN) Audit Report STATEMENT OF (CONSOLIDATED) CASH FLOWS 2014 Prepared by: CHENGDE NANJIANG Co., Ltd.Unit: Yuan Amount incurred in Item Note Amount incurred in previous year this year I. Cash flows from operating activities: Cash received from sales of commodities and provision of services 554,077,939.01 415,792,262.19 Refunds of taxes and levies 1,175,356.96 Cash received from other operating activities 34 31,593,592.22 59,481,903.92 Sub-total of cash inflows from operating activities 586,846,888.19 475,274,166.11 Cash paid for purchasing goods and services 599,771,483.46 590,408,836.19 Cash paid to and on behalf of employees 10,237,228.89 8,150,877.53 Payments of taxes and rates 34,673,738.35 35,021,456.47 Other cash paid relating to operating activities 34 76,978,380.81 46,246,028.58 Sub-total of cash outflows from operating activities 721,660,831.51 679,827,198.77 Net cash flows from operating activities -134,813,943.32 -204,553,032.66 II. Cash flows from investing activities: Cash received from withdrawal of investments 38,000,000.00 9,000,000.00 Cash received from returns on investments 171,000.00 111,230.13 Net cash received from disposal of fixed assets, intangible assets & other 85,000,000.00 188,233,888.62 long-term assets Net cash received from disposal of subsidiaries and other business units Other cash received relating to investing activities 34 57,429,714.65 Sub-total of cash inflows from investing activities 123,171,000.00 254,774,833.40 Cash paid to acquire fixed assets, intangible assets and other long-term assets 3,149,781.23 11,010,284.50 Cash paid to acquire investments 38,000,000.00 Net cash received from payment of subsidiaries and other business units Cash payments relating to other investment activities Sub-total of cash outflows from investing activities 41,149,781.23 11,010,284.50 Net cash flows from investing activities 82,021,218.77 243,764,548.90 III. Cash flows from financing activities: Cash received from capital contribution 5,000,000.00 Cash received from borrowings Cash from issue of bonds Other cash received relating to financing activities 34 10,029,217.89 Sub-total of cash inflows from financing activities 10,029,217.89 5,000,000.00 Cash repayments of amounts borrowed 35,300,000.00 Cash payments for interest expenses and distribution of dividends or profit 1,030,671.89 Other cash payments relating to financing activities 34 11,445,403.16 Sub-total of cash outflows from financing activities 47,776,075.05 Net cash flows from financing activities 10,029,217.89 -42,776,075.05 IV. Influence of exchange rate change on cash and cash equivalents -119,640.74 V. Net increase of cash and cash equivalents -42,883,147.40 -3,564,558.81 Add: balance of cash and cash equivalents at the beginning of period 77,981,488.06 81,546,046.87 17 DAHUASHENZI [2015] NO. 004631 (EN) Audit Report Amount incurred in Item Note Amount incurred in previous year this year VI. Balance of cash and cash equivalents at the end of period 35,098,340.66 77,981,488.06 STATEMENT OF (Parent Company) CASH FLOWS 2014 Prepared by: CHENGDE NANJIANG Co., Ltd.Unit: Yuan Item Note Amount incurred in this year Amount incurred in I. Cash flows from operating activities: previous year Cash received from sales of commodities and provision of services 187,363,242.41 9,631,946.56 Refunds of taxes and levies Cash received from other operating activities 38,138,466.36 201,813,444.46 Sub-total of cash inflows from operating activities 225,501,708.77 211,445,391.02 Cash paid for purchasing goods and services 201,137,420.79 186,629,121.79 Cash paid to and on behalf of employees 5,802,550.51 2,472,138.09 Payments of taxes and rates 22,685,179.55 1,621,088.68 Other cash paid relating to operating activities 96,706,176.51 6,302,906.34 Sub-total of cash outflows from operating activities 326,331,327.36 197,025,254.90 Net cash flows from operating activities -100,829,618.59 14,420,136.12 II. Cash flows from investing activities: Cash received from withdrawal of investments Cash received from returns on investments Net cash received from disposal of fixed assets, intangible assets & other long-term 85,000,000.00 40,423,500.00 assets Net cash received from disposal of subsidiaries and other business units Other cash received relating to investing activities Sub-total of cash inflows from investing activities 85,000,000.00 40,423,500.00 Cash paid to acquire fixed assets, intangible assets and other long-term assets 60,090.00 769,581.00 Cash paid to acquire investments 5,000,166.64 49,170,370.00 Net cash received from payment of subsidiaries and other business units Cash payments relating to other investment activities Sub-total of cash outflows from investing activities 5,060,256.64 49,939,951.00 Net cash flows from investing activities 79,939,743.36 -9,516,451.00 III. Cash flows from financing activities: Cash received from capital contribution Cash received from borrowings 43,700,000.00 Cash from issue of bonds Other cash received relating to financing activities Sub-total of cash inflows from financing activities 43,700,000.00 Cash repayments of amounts borrowed 10,200,000.00 Cash payments for interest expenses and distribution of dividends or profit Other cash payments relating to financing activities 665,866.06 Sub-total of cash outflows from financing activities 10,865,866.06 Net cash flows from financing activities 32,834,133.94 IV. Influence of exchange rate change on cash and cash equivalents 18 DAHUASHENZI [2015] NO. 004631 (EN) Audit Report V. Net increase of cash and cash equivalents 11,944,258.71 4,903,685.12 Add: balance of cash and cash equivalents at the beginning of period 5,681,141.82 777,456.70 VI. Balance of cash and cash equivalents at the end of period 17,625,400.53 5,681,141.82 19 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) NOTES TO FINANCIAL STATEMENTS 31 DECEMBER 2014 CURRENCY UNIT: RMB I. Company Profile 1. Background The predecessor of ChengDeNanJiang Corporation,Ltd. (“the Company”) was ChengDeDiXian Textile Corporation, Ltd (“DiXian”). According to the approval of YiGuBan(1999) No.36 issued by the People’s Government of HeBei Province, DiXian was established in the People’s Republic of China (the “PRC”) and obtained the Corporate Business License from HeBei Administration for Industry and Commerce (“CSRC”). The initial registered capital of DiXian was RMB 100,000,000 (divided into 100,000,000 shares, one Yuan per share): ShuXian Wang contributed RMB 85,100,000, accounting for 85.1% of the total; HeBei province ChengDe County North Industrial Company contributed RMB 7,564,400, accounting for 7.56% of the total; ZhengSong Wang contributed RMB 5,444,400, accounting for 5.44% of the total; ChengDeLongFeng Cosmetic Co., Ltd. contributed RMB 945,600, accounting for 0.95% of the total; Chengde County Board Town of Red Star plastic products factory contributed RMB 945,600, accounting for 0.95% of the total. According to the issue [2000] 121 by the China Securities Regulatory Commission on August 29, 2000, the company issued 100,000,000 foreign capital stocks listed in China (hereinafter referred to as the " B ")on September 19, 2000 on Shenzhen stock exchange; and excised the overallotment option to increase issuing 15,000,000 B shares from September 29 to October 29, 2000. The registered capital of the company after the issuance of B shares was RMB 215,000,000, and was divided into 215,000,000 shares with one Yuan of face value per share. According to the resolution of the shareholder’s meeting on March 12, 2002, The Company allotted 43,000,000 bonus shares to all of the shareholders according to the proportion of 2 free shares for every 10 shares, and meanwhile increased 107500000 shares to all of the shareholding by transferring from capital reserve according to 5 shares free for every 10 shares. The registered capital of the company was changed to RMB 365,500,000 after it allotted bonus shares and increased by transferring. According to the resolution of the shareholder’s meeting on July 22, 2003, The Company allotted 73,100,000 bonus shares to all of the shareholders according to the proportion of 2 free shares for every 10 shares, and the registered capital of the company was changed to RMB 438,600,000 after such bonus shares were allotted. On March 11, 2004, approved by the Ministry of Commerce of the People's Republic of China, the company was allowed to be changed to Foreign-Funded Joint Stock Companies 20 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Limited. On July, 2004, the company increased 150,000,000 B shares directionally, during which 91,300,000 shares were subscribed in HK$, and another 58,700,000 shares were subscribed in RMB, upon check by China Securities Regulatory Commission with the issue [2004] No.101. According to the resolution of the shareholder’s meeting on June 8, 2006, The Company allotted 117,720,000 bonus shares to all of the shareholders according to the proportion of 2 free shares for every 10 shares, On August 4, 2008, according to the judgment ruled by Shenzhen Intermediate People's court, 112,324,800 sponsor shares held by ShuXian Wang was compensated to Rong Chen for RMB 45,491,544 Yuan, and on August 15, 2008, 96,000,000 sponsor shares held by ShuXian Wang was compensated to Rong Chen for RMB 38,880,000 Yuan according to the judgment ruled by Dalian Intermediate People's court. On November 11, 2009, according to “reply to the approval of capital increase, and change of share as well as name of ChengdeDiXian Knitting Co., Ltd” with No.143 [2009] by Bureau of Commerce of Hebei Province, it agreed that the company increased 150,000,000 foreign shares listed in China in 2004 and allotted 2 bonus shares free for every 10 shares in 2006; and it agreed that 208324800 shares of DiXian stock held by ShuXian Wang. DiXian was changed to Rong Chen; as well as the name of the company changed to ChengdeDaLu Co., Ltd. The total share capital was 706,320,000 shares and the registered capital of the company was RMB 706,320,000 Yuan after the company increased and allotted, which has been validated by ZhongLei CPA Co., Ltd, who provided the capital verification report with [2010] No. 10009. On 23 Aug 2011, the company renewed its Corporate Business License that was issued by HeBei Administration for Industry and Commerce. The new registration number was 130000400001225. Both registered capital and paid-in capital are RMB 706,320,000. The company type was a foreign joint stock limited company. On 6 April 2012, an equity transfer agreement was signed between corporate shareholder Rong Chen and Dong Wang. According to the agreement, Rong Chen transferred 208,324,800 shares, which occupied 29.49% of the total share capital, to Dong Wang. After the transfer of equity, Shareholders proportion of capital contribution was: Dong Wang (RMB 208,324,800, accounted for 29.49%); HeBei province ChengDe County North Industrial Company (RMB 18,517,651, accounted for 2.62%); Zhengsong Wang(RMB 13,327,891, accounted for 1.89%);ChengDe City LongFeng Cosmetic company (RMB 2,314,829, accounted for 0.33%); Chengde County Board Town of Red Star plastic products factory (RMB 2,314,829, accounted for 0.33%), shareholders of domestically listed foreign shares (RMB 461,520,000, accounted for 65.34%). On 19 September 2012, with the authorization of HeBei Administration for Industry and Commerce, the company name was changed from ChengDeDaLu Corporation, Ltd. to 21 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) ChengDeNanJiang Corporation, Ltd. 2. Nature of Business The company major in real estate development and management; Subsidiaries engage in real estate development、international trading and ecological agriculture planting and breeding. 3. Business scope New energy、R&D of new material product、sales and technology promotion、technology service;R&D of modern agricultural production、technology promotion service, wholesale of ecological agricultural products; International trading of products and technology; project HuiJingTianDi (2013-12、2013-13) : the development and construction of common residence and supporting commercial facilities based on two land、sales and operation; property management. 4. Major products and labour service Sales of real estate、plastic raw material trading andsales of products of ecological agriculture planting and breeding. 5. Fundamental structure of the company The highest authority is board minutes and the company adopts the managerialresponsibility system. According to requirements from the business, the company set up Securities Department, AdministrativeDepartment, Human Resource Department, Financial Department, Auditing Department, Sales Department, Research and Development Department. II. Scope of consolidated financial statements The consolidated financial statements of the Group involve 8companies ,including ChengdeNanjiang Real Estate Development Co., Ltd,Runhua Rural Water (Tianjin) International Trade Co., Ltd., ChengDeNanJiang Investment Co., Ltd., ChengDeNanJiang Ecological Agriculture Co., Ltd., ChengDeXingYe Paper Co., Ltd., NanJiang Asia Investment Co., Ltd., ChengdeMorsh Technology Co., Ltd.andChengdeHuiJing property Co., Ltd. For details, see Note VII Change in consolidation scopeand VIII Rights and interests in other parties. III. Formulation basis of financial statements The financial statements were prepared on the basis of going-concern assumption, actual trades, Enterprise Accounting System issued by the Ministry of Finance as well as accounting policies and accounting estimates based on Note IV "Significant Accounting Policies and Accounting Estimates". 22 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) IV. Significant Accounting Policies and Accounting Estimates 1. Statement for Compliance with Enterprise Accounting System The financial statements prepared by the Company fully comply with Accounting Standards for Business Enterprise and demonstrate truly and completely the financial status of the Company and the Group, operating performance and cash flow. 2. Accounting period The fiscal year of the Group runs from January 1 to December 31 of each calendar year. 3. Reporting Currency RMB is adopted as the functional currency of the Group 4. Accounting methods for corporate merger under the same control and not under the same control The assets and debts acquired by the Group (as the merging party) through merging with other enterprises under common control shall be measured as per the book value of the merged party in the consolidated financial statements of the ultimate controller on the day of merger. The difference between the book value of net assets acquired and the book value of the combination paid is used to adjust the capital reserves, and the retained earnings are adjusted in case of insufficient capital reserves. Regarding combination not under common control, the recognizable assets, liabilities and contingent liabilities of the seller are measured upon fair value on the purchase day. The merger cost is the sum of cash or the fair value of non-cash assets, issued or borne debts and issued equity securities paid by the Group for acquiring the control over the acquired on the purchase day and all of the expenses incurred to the Group directly relevant to the merging. In case of merging by step, the merger cost is the sum of the cost of every single transaction. Where the merger cost is more than acquired definable net assets fair proportion of the acquired, the balance is recognized as goodwill. Where the merger cost is less than acquired definable net assets fair proportion of the acquired, the definable assets, debts, fair value of contingent liabilities and the fair value of the non-cash assets or issued equity securities as merger consideration are rechecked first, and in case the merger cost is less than acquired definable net assets fair proportion of the acquired after recheck, the balance is included in current nonrevenue receipt. 5.Preparation method of consolidated financial statements The Group incorporates all of the subsidiaries and structured entities under its control into the consolidated financial statements. For any difference occurring in accounting policies and accounting periods between the Company and its subsidiaries when preparing consolidated financial statements, necessary adjustments shall be made based on accounting policies and periods of the Company. 23 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) All transactions, significant balances and unrealized gains within the consolidation range are reduced in the preparation of consolidated financial statements. For the subsidiaries, the proportion of ownership equity not belonging to the parent company, current net profits and losses, other comprehensive income and the proportion of the total comprehensive income belonging to minority shareholder are included in “Equity for minority shareholder”, “Profits and losses for minority shareholder”, “Other comprehensive income for minority shareholder”and“Total comprehensive income for minority shareholder” respectively in the consolidated financial statements. For the subsidiaries under common control merged by the Group, the operation results and cash flow of such subsidiaries are incorporated into the consolidated financial statements from the beginning of the current period in which the merger is carried out. When preparing the comparative consolidated financial statements, the relevant items in the financial statements of the last year are adjusted based on the assumption that the reporting entity exists since the ultimate controller has obtained the controlling right For the subsidiaries not under common control merged by the Group, the operation results and cash flow of such subsidiaries are incorporated into the consolidated financial statements from the day of the Group acquiring the control over the subsidiary. In preparation of consolidated financial reports, financial statements of subsidiaries shall be adjusted based on the fair value of recognizable net assets, liabilities and contingent liability defined on the purchasing date. Where the Group disposed part of long-term equity investment in the subsidiaries without losing control over of such subsidiaries, in the financial statements, the balance between the income from disposal and the net assets proportion of the subsidiaries entitled by the disposed long-term equity investment and continually calculated from the purchase day or day of merger is adjusted as the capital stock premium of the capital public reserve and retained earnings is adjusted in case of the capital public reserve not enough for deduction. Where the Group lost the control over the invested party for such reason as disposing partial equity investment, the remaining equity was re-measured as per the fair value of such equity on the day of losing controlling right when preparing the consolidated financial statements. The balance between the sum of the consideration from the disposal of equity and the fair value of the remaining equity and the net assets proportion of the subsidiaries entitled by the disposed long-term equity investment and continually calculated from the purchase day or day of merger is included in the investment income for the period and the goodwill is deducted. Other consolidated income related to the equity investment of the original subsidiary shall be transferred into current investment profit and loss upon losing control. 24 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Where the Group lost control over a subsidiary through multiple transactions and step-by-step disposal of the equity of the subsidiary, and such multiple transactions to a package deal, the multiple transactions shall be deemed one transaction in which the control in the subsidiary was lost; however, the balance between the disposal price and the net assets proportion of the subsidiaries entitled by the disposed long-term equity investment prior losing control over the subsidiary was recognized as other comprehensive income and was transferred to the profits and losses of current period at the time of losing control. 6. Classification of joint arrangement and accounting methods for joint operation The joint arrangement of the Group includes joint operation and joint venture. For jointly operated projects, the Group as a partner recognizes the assets and debts it holds independently and proportionally as well as recognizes the income and expenses as agreed. Where purchase and sale of an asset during joint operation does not constitute a business, only the part in the profits and losses from the transaction belonging to other partners is recognized. 7. Cash and cash equivalent Cash in the Cash Flow Statement refers to cash in hold and deposits which can be used for payment at any time. Cash equivalents in the Cash Flow Statements refer to short-lived (generally not more than 3 months) and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. 8. Foreign currency transaction The transactions denominated in foreign currency of the Group are converted in the initial recognition at the rate which is approximate to the spot exchange rate on the transaction day, which shall be the spot exchange rate of the beginning of the month when the transaction occurs. At the balance sheet date, the monetary items denominated in foreign currency are translated to RMB at the spot exchange rate at the balance sheet date, and the balance between the spot exchange rate at the balance sheet date and the rate in the initial recognition or on the last balance sheet date is included in current profits and losses except for 1) the balance from exchange of specific borrowings that is capitalized and included as part of the cost qualifying asset; 2) the balance from exchange of hedge instrument adopted for evading the exchange risks that is treated according to hedge accounting; 3) the balance from exchange arising from the foreign currency non-monetary items available for sale (e.g. the stock) and that arising from the change in the book value of the monetary items available for sale except for amortized cost is recognized as other comprehensive income. Non-monetary items of foreign currency measured by historical cost still adopt spot exchange rate of transaction date for conversion with functional currency amount unchanged. As for the foreign currency non-monetary items measured by fair value, the spot exchange rate on the date when the fair value is confirmed is adopted for conversion. The amount differences between functional currency amount after conversion and the original 25 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) functional currency amount, processed as fair value changes (including change in exchange rate), are recognized into current profits and losses or recognized into other comprehensive incomes. 9. Financial assets and liabilities The Group recognizes one item of financial asset or financial liability when it becomes a party of any financial instruments contract. (1) Financial assets 1) Classification, recognition basis and measurement method of financial assets The financial assets of the Group are divided into the following categories in accordance with investment purposes and economic substance: the financial assets at fair value through profit or loss; held-to-maturity investments, loans and receivables; and available-for-sale financial assets. The financial assets that are measured by fair value and the changes are recognized into current profit or loss include trading financial assets and the financial assets that are measured by fair value and the changes are recognized into current profit or loss when they are initially recognized. This kind of financial assets designated by the Group includes mainly the financial assets it holds for sale in the short period of time. For such financial assets, fair value is adopted for subsequent measurement. Variations of fair value are recognized into current profits and losses are recognized in the fair value variation profits and losses; interest or cash dividends acquired during the asset holding period are recognized as investment income; and the difference between its fair value and initial recognition amount shall be recognized as investment profits and losses upon disposal, and fair value variation profits and losses shall be adjusted simultaneously. Held-to-maturity investment refers to non-derivative financial assets which have fixed due date and fixed or confirmed recovery amount and which the Group is determined and able to hold till maturity. As to held-to-maturity investment, effective interest method is adopted for subsequent measurement as per amortized cost. The profit or loss occurred by amortization, impairment or de-recognition are all recognized into current profit or loss. Receivables refer to non-derivative financial assets which have no quotation in active market and fixed or determined recovery amount. Effective interest method is adopted for subsequent measurement as per amortized cost. The profit or loss occurred by amortization, impairment or de-recognition are all recognized into current profit or loss. Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for-sale at initial measurement or are not classified in any of the three preceding categories. For this kind of assets, the equity instrument investment with no price in active market and its fair value not reliably measured and the derivative financial assets linked with the equity instrument and settled through the delivery of the equity instrument are subsequently measured as per the cost; those with quotation in active market and the fair 26 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) value reliably measured are measured as per the fair value and the changes in fair value are included in other comprehensive income. Fair value is adopted for subsequent measurement for such financial assets. In addition to exchange gains or losses generated from impairment loss and foreign currency financial assets, changes in fair value of available-for-sale financial assets will be directly included in shareholder' equity and the accumulative amount of the changes in the fair value that is originally directly included in equity shall be transferred in current profit or loss upon the de-recognition of the financial assets. For the available-for-sale liability instruments, the interest is calculated with actual interest rate during the holding period, together with the cash dividend of the available-for-sale equity instrument investments shall be recognized into current profits and losses as investment incomes when the invested company distributes the dividend. The investments in equity instruments not quoted in an active market and whose fair value cannot be reliably measured is subsequently measured based on the cost. 2) Recognition basis and measurement method for financial asset transfer Where a financial asset satisfies any of the following requirements, the recognition shall be terminated: (1) the contractual rights for collecting the cash flow of the said financial asset are terminated; (2) the said financial asset has been transferred with almost all risks and remunerations thereof transferred to the transferee; (3) the said financial asset has been transferred and the Group gives up the control over the financial assets even though it neither transfers nor retains almost all risks and remunerations thereof. Where the Company neither transfers/retains almost all risks and remunerations in connection with the financial assets nor gives up the control over the financial assets, it shall recognize related financial assets as well as related financial liabilities according to its continuing involvement in the transferred financial assets. If the overall transfer of financial assets meets the conditions for derecognition, the balance between the following two amounts shall be recognized into current profits and losses: (1) book value of transferred financial assets; (2)the sum of the consideration received from the transfer and the accumulative amount of changes in the fair value that is originally and directly recognized into other comprehensive income. If the partial transfer of financial assets does not meet the conditions of de-recognition, the overall book value of transferred financial assets between de-recognition and non-de-recognition shall be amortized based on relative fair value. The balance between following two amounts shall be recognized into current loss and profit; (1) the sum of the consideration received from the transfer and the accumulative amount of changes in fair value that shall be amortized for de-recognition and recognized into other comprehensive income and (2) the balance of the amortized of the aforesaid carrying amount. 3) Financial asset depreciation test and accounting methods The Group examines the book value of other financial assets except those which are 27 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) measured at their fair value and of which the variation is recorded into the profits and losses of current period on each balance sheet date and accrues the provisions for impairment if any objective evidences prove the impairment of the financial assets. In case of impairment of financial assets measured by amortized cost, the impairment provision of assets is accrued based on the shortfall of book value over its present value (excluding future credit losses that have not been incurred). The formerly recognized impairment shall be reversed and recognized into the current profit or loss if there is objective evidence showing that the financial assets are recovered and it objectively has relations with the items happened after the impairment is recognized. If there is impairment loss of available-for-sale financial assets, the accumulated loss due to the decline of fair value that is previously and directly included in the owners' equity shall be transferred and recognized into impairment loss. As for available-for-sale debt instruments with impairment affirmed, the fair value has been increased in the subsequent accounting period and objectively has relations with the items happened after the recognition of former impairment, the formerly recognized impairment shall be reversed and recognized into the current profit or loss. As for available-for-sale debt instruments with impairment affirmed, the increased fair value in the subsequent accounting period shall be directly included in the shareholder's equity. (2) Financial liabilities 1) Classification, recognition basis and measurement method of financial liabilities Financial liabilities are divided into the following categories at the initial recognition: the financial liabilities that are measured by fair value and whose changes are included in current profit or loss, and other financial liabilities. For the financial liabilities measured with fair value and the changes recognized into current profit or loss including trading financial liabilities and the financial liabilities that are measured with fair value and the changes recognized into current profit or loss on initial recognition, fair value is adopted for subsequent measurement; and all profits or losses from change in fair value as well as dividend and interest income relevant to such financial liabilities shall be recognized into current profits and losses. Other financial liabilities adopt effective interest method for subsequent measurement according to amortized cost. 2) De-recognition of financial liabilities All of or part of the current obligations of financial liabilities have been canceled. Derecognize the financial liabilities or part with obligations being derecognized. The balance between partial book value and the consideration paid shall be included in the current profit or loss. 28 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) 10. Provision for bad debts of accounts receivable The following standards shall be followed to determine the provision for bad debts of accounts receivable: debt unit cancellation, bankruptcy, insolvency, serious shortage of cash flow, production halt due to serious natural disaster and failure to pay back debts within foreseeable times; the debt unit fails failure to perform its obligations three (3) years after due; and other conclusive evidences showing that such debt cannot or is unlikely to be withdrawn. Possible bad debt losses are accounted by allowance method with separate impairment test or that by portfolio taken at the end of the year, and provision for bad debts are accrued are included in current profits and losses. For accounts receivable with conclusive evidence showing that such accounts receivable cannot be recovered, such accounts receivable are included into bad debt losses with the approval from the Group's management and bed debt reserves are offset. (1)Receivables of individual account with significant amount and accrued provision for bad debt Recognition Criterion for individually significant amounts: The receivables with more than RMB 1 million shall be recognized as the significant receivables; The accruing method of the receivables with individually significant amounts: The Group should make the impairment test separately or in combination and accrue the bad debt provisions which shall be recorded into current profit or loss at the end of the period. If there is defined evidence for the receivables not to or not likely to be received, which shall be recognized as the loss of bad debt and write off the accrued bad debts provisions after going through the approval procedure of the Group. (1) Accounts receivable accrued bad debt provision by portfolio Accounting aging analysis method: Use the accounting aging of the receivables as the credit risk characteristics to classify the portfolio. Accrue the bad debt provision by accounting aging analysis method . Proportion for Provision for bad debt Proportion for Provision for bad debt Aging (receivable)% ( other receivable) % Within 1 year 5 5 1-2 years 20 20 2-3 years 50 50 Over 3 years 100 100 (2) Individually insignificant amount accounts receivable but accrued bad debt provision Recognition Criterion for individually insignificant amounts: 29 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Where there are obvious evidences suggesting impairment: debtor has been log-out, bankruptcy, minus net asset, significant poor cash flow and significant nature disaster leads to discontinue production and the debtors could not pay for the debts within the foreseeable time. The accruing method of the receivables with individually insignificant amounts: The Group should make the impairment test separately or in combination and accrue the bad debt provisions which shall be recorded into current profit or loss at the end of the period. If there is defined evidence for the receivables not to or not likely to be received, which shall be recognized as the loss of bad debt and write off the accrued bad debts provisions after going through the approval procedure of the Group. 11. Inventory The inventories of the Group include mainly property development products, raw materials, commodity stocks, low-value consumables and others. The property development products include the properties under construction (including the land to be developed) and as-built properties (including the leased property available for sale). Actual costs of real estate development products include land-transferring cost, supporting infrastructure cost, construction & installation cost, loans before completion of the development projects and other relevant cost during development. Actual costs of delivered real estate development products are determined by specific identification of costs. Actual cost accounting is adopted for construction contract, including direct costs and indirect costs from contract signing to completion of the contract and related to fulfillment of the contract. The net amount after the offset of accumulated cost and accumulated recognized gross profits (loss) for the properties under construction and the settlement is listed as net amount after offset in the balance sheet. Where the sum of accumulated cost and accumulated recognized gross profits (loss) for the properties under construction is more than the settlement, the balance is listed as inventories; where the latter is more than the former, the balance is listed as unearned revenue. Travel expenses, tender expenses, etc. for construction contract signing can be separately distinguished and reliably calculated. For contracts probably to be concluded, expenses are recognized into contract cost upon receiving the contract; otherwise, expenses are recognized into current profits or losses. One-off amortization method is adopted for receipt of low-value consumables and other inventories. The ending inventory is measured by the cost and net reliable value whichever is lower. When the net reliable value of the property development product is less than the cost, the inventory falling price reserve shall be withdrawn. Net reliable value refers to the amount of the predicted sale price less predicted as-built cost and expenses arising from sale and taxes during normal production and operation process. Estimates of net realizable value are based on the most reliable evidence available at the time the estimates are made and take into consideration the purpose for which the 30 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) inventory is held and the influences of events occurring after the balance sheet day. After the accrual of devaluation provision for inventory, where affecting factors for former write-down of inventory value has disappeared, the write-down amount shall be recovered and reversed in the formerly accrued depreciation provision amount, and reversed amount shall be included in current profit or loss and reversed amount shall be included in current profit or loss. 12. Long-term equity investments The long-term equity investment of the Group includes mainly the investment to the subsidiaries, associated enterprises and joint ventures. The basis for the Group to define joint control is that all participating parties or the combination of the parties control the arrangement jointly and the policies relevant to the activities of the arrangement must be agreed by such parties. The Group will be generally deemed to have significant impact on the invested entity if the Group holds 20% (inclusive) to 50% of voting right of an invested entity directly or indirectly through its subsidiaries. Where the Group holds less than 20% of voting right of an invested entity, the Group’s significant impact on the invested entity will depend on whether the Group has its representative in the Board of Director or any similar organ of power of the invested entity, whether the Group participates in the formulation of financial and operation policies of the invested entity, whether the Group has important deals with the invested entity, whether the Group dispatches management personnel to the invested entity or whether the Group provides the invested entity with key technical data. Any entity under the control of the Group is the subsidiary of the Group. The long-term equity investment acquired through merging with an enterprise under common control, the book value of net asset of the acquiree in the consolidated financial statements of the ultimate controller on the day of merger is taken as the initial investment cost of the long-term equity investment. Where the book value of net asset of the acquiree on the day of merger is negative, the cost of the long-term equity invest is recognized as zero. Where the long-term equity investment is acquired thorough merging with an enterprise not under common control, the merger cost is taken as initial investment cost. The merger cost is the fair value of the assets given, debt occurred or borne and equity securities issued by the Group for acquiring the controlling right of the acquiree on the day of merger Aside from the above long-term equity investment acquired by the merger of enterprises, long-term equity investment acquired by cash payment adopts the actual paid purchase amount as the investment cost; long-term equity investment acquired by issuance of equity securitiesadopts the fair value of issued equity securities as the investment cost; long-term equity investment invested by investors adopts the value reached in the investment contract or agreement as 31 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) the investment cost. The investment of the Group to the subsidiaries is calculated with cost method, and equity method is applied for joint ventures and associated enterprises. For the long-term equity investment with cost method applied for subsequent measurement, in case investment is added, the book value of the long-term equity investment cost is added with the fair value of additional investment cost and resulting transaction expenses. The cash dividend or profit distributed by an invested entity is recognized as current return on investment based on the distributed amount. For the long-term equity investment with equity method applied for subsequent measurement, the book value of the long-term equity investment is increased or decreased with the change in the ownership equity of the invested entity. The proportion of net profit or loss of the invested company to be enjoyed or assumed by the Group is confirmed by taking the fair value of recognizable assets of the invested company upon obtaining the investments as the base, and offsetting the proportion of internal transaction profits and losses occurring between the associated enterprises and joint ventures which is due to the investing enterprise according to shareholding proportion and adjusting the net profit of the invested unit. For disposal of long-term equity investment, the difference between the book value and the actual received payment shall be recognized into current income. For the disposal of the long-term equity investments which are calculated with equity method and recognized into the owner equity due to the changes in owner equity other than the net profits and losses of the invested company, the part initially recognized into the owner equity shall be carried over to current income and losses in corresponding proportion. Where losing joint control over or significant impact on the invested entity is a result of such fact as disposing partial equity investment, the remaining equity is calculated as the finance asset available for sale and the balance between the fair value and the book value of the remaining equity on the day of losing joint control or significant impact is included in current profits and losses. For other comprehensive income of the original equity investment recognized with equity method, the basis same as that of the invested entity directly disposing relevant asset or debts is applied for accounting when the equity method is ceased to be used. Where losing control over the invested entity is a result of disposing partial long-term equity investment and the Group has a common control over or have significant impact on the invested entity by using the remaining equity, the equity method is applied, the balance between the book value and disposal consideration of the disposed equity is included in the return on investment, and the remaining equity is adjusted as if it was calculated with equity method since the acquiring of such equity. In case the Group cannot have a common control over or have significant impact on the invested entity by using the remaining equity, regulations for financial assets available for sale are applied and the balance between the 32 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) book value and disposal consideration of the disposed equity is included in the return on investment, and the balance between the fair value and book value of the remaining equity on the day of losing control is included in current profits and losses. 13. Investment property The investment property of the Group includes the leased land use right, the land use right it is entitled to for assignment after appreciation, the leased properties and the properties it holds for sale. Cost model is applied for measurement. The investment property of the Group is amortized with the average service life method. Estimated service life, net residual value rate and annual amortization rate of investment property are as follows: Items Useful Lives Residual Rates (%) Annual Depreciation Rates (%) land usage rights 50 years 0.00-10.00 1.80-2.00 House and Building 20-28 years 0.00-10.00 3.56-4.50 14. Fixed assets The Group's fixed assets are tangible assets that: (i) are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes; (ii) have useful lives more than one year; and (iii) have unit value more than RMB 2,000. The fixed assets can be recognized only when their economic interests may flow into the Group and their costs can be reliably measured. Fixed assets of the Group are classified as houses and buildings, machines and equipment, transportation equipment, office facility, etc. All fixed assets, apart from those fixed assets that have been depreciated and accrued but are still in use and those lands that are transferred into fixed assets separately according to actual values, are depreciated and accrued by the Group. The average service life method is applied for accrual of depreciation. The classification, depreciation years, estimated net residual value rate and depreciation rate of fixed assets are as follows: Items Useful Lives Residual Rates (%) Annual Depreciation Rates (%) House and Building 20-28 years 5.00 3.39-4.75 Machinery equipment 4-5 years 5.00 19.00-23.75 Transportation 5-20 years 5.00 4.75-19.00 equipment Other equipment 3.0-5 years 5.00 19.00-31.67 33 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) The Group shall check the useful life of fixed assets, expected net salvage value and depreciation method not later than the end of the year. Any change will be disposed as accounting estimation change. 15. Construction in progress The constructions in progress shall be transferred into the fixed assets based on the estimated value since the date when they are in the intended use state, according to project budget, cost or actual cost of the project, etc., and be withdrew and depreciated since the next month. The estimated value then is adjusted according to the actual cost after the completion settlement has not been handled. 16. Borrowing costs The borrowings used for fixed assets, investment property and inventories needing more than 1 year to construct or product for intended use or sale are capitalized after the capital is paid, borrowings are obtained and the construction or production begins, and are ceased to be capitalized after the intended use or sale of the same is available. The subsequent borrowings are in included in current profits and losses. If the asset in conformity with capitalization conditions suffers abnormal disruption during the process of purchase and construction or production, and the duration of the disruption exceeds three (3) consecutive months, the capitalization of borrowing costs shall be suspended until the purchase and construction or production activity of the asset resumes. In the property development project of the Group, the construction or production necessary for intended use or sale of the assets mean that the land use right required for the construction has been obtained and the construction (such as the pile foundation works or other substantial construction works) has commenced; the asset available for intended use or sale mean the return receipt of final acceptance records of the property project is received In the case of loan specially borrowed for the acquisition and construction or production of assets conforming to capitalization conditions, the capitalized amount is equal to actual interests of the loan specially borrowed minus the interest income of the borrowed capital that has not been used in the bank deposit or the revenue from temporary investment from the actual interests incurred in the current period of specially borrowed capital. The interest amount of general loan to be capitalized is calculated by multiplying the weighted average of the part of aggregate assets expenditure in excess of the special loan expenditure of assets by the capitalization rate of utilized general loan. The capitalization rate is determined on the basis of weighted average interest rate of general loans. 17. Biological Assets The biological assets in the company are consumptive biological assets and productive biological assets. Consumptive biological assets include baby breeding and fat breeding. Productive biological assets are hens. 34 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Biological assets are recognized only when the following criterions are met simultaneously: (1) The company acquired the biological assets because of past transactions or events. (2) The potential economic benefits generated by the biological assets may flow into the company (3) The cost of biological assets can be calculated reliably The purchase and disposal of biological assets: the costs of biological assets after the transfer of purpose are same as the book value before the transfer of purpose; When biological assets are sold, destroyed or have inventory loss, the differences between the proceeds of disposal and the book value plus relevant taxes are included in the profit and loss of the current period. The initial cost of biological assets includes purchase price, transportation cost, insurance cost, and other cost directly attributed to purchasing the assets. The initial cost of self-breeding productive biological assets (before the expected condition for use) includes breeding cost, wages and other indirect costs. Before the expected condition for use, cost of biological assets, including breeding and protection, are recorded in profits and losses of the current period. Biological assets are depreciated using the straight-line method to allocate the cost of the assets to their estimated useful lives. For the biological assets being provided for impairment loss, the related depreciation charge is prospectively determined based upon the adjusted carrying amounts over their remaining useful lives. The estimated useful lives, residual rates and annual depreciation rates are as follows: Items Useful Lives Residual Rates (%) Annual Depreciation Rates (%) Chicken and Eggs 1 years 5.00 95 At the balance sheet date, if potential impairment of biological assets exists, estimation of its net realizable value shall be made. Recognizing impairment loss where net realizable value below its book value.Once an impairment loss is recognized, it is not reversed in a subsequent period. When biological assets are sold, destroyed or have inventory loss, the difference between the revenue from disposal and its book value plus relevant taxation are recorded into profits and losses of the current period. 18. Intangible assets The intangible assets of the Group include the land use right and software acquired for the construction of self-used properties. The land use right acquired for daily operation is calculated as the inventory. Intangible assets are measured at actual cost upon acquisition, where, the actual cost of intangible assets purchased consists of the actual payment and relevant expenses; and the cost input by the investors in intangible assets is determined in accordance with the value stipulated in the investment contract or agreement; unless the contract or agreement stipulates that the value is not fair, then the actual cost is measured at 35 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) the fair value. Land use right is amortized averagely according to transfer term counted from transferring date; software and other intangible assets shall be amortized averagely according to the shortest term among anticipated service life, beneficiary years stipulated in contract and valid terms formulated by law. Amortized amount is included in relevant asset cost and current profit or loss by beneficiaries. Estimated service life and amortization method of intangible assets with limited service life are recheck at the end of each year, treatment of changes in accounting estimates is adopted for any change. As for the intangible assets with limited life, its service life shall be estimated at the year-end Item Amortisationperiods Basis Less than the period stated at contracts or Land use rights 50years included in other legal rights Patent, brand, software Less than the period stated at contracts or 5 years and technology included in other legal rights 19. Impairment of non-financial asset excluding goodwill When the Group found that there was an indication of impairment of long-term equity investment, investment property, fixed assets, project under construction, and intangible assets with limit service life on each balance sheet date, the Group conducted impairment test. The intangible assets with uncertain service life shall be tested in impairment at the end of the year, no matter whether there is any sign of impairment. The recoverable amount of assets should be estimated on a single asset basis, or the recoverable amounts of a single asset cannot be estimated, it is allowed to estimate the recoverable amount of the asset group to which the said asset belongs. The recoverable amount is determined to be the fair value of the asset or asset group with the disposal expense deducted or the present value of estimated cash flow of the asset or asset group, whichever is higher. If the book value of the asset is more than the recoverable amount, the difference will be recognized as the impairment loss; and once the impairment loss is recognized, it shall not be reversed in the later accounting periods. 20. Goodwill The balance of the equity investment costs or consolidation costs not under the same control greater than the fair value of the share of net assets or recognizable net assets of the invested unit or seller acquired from enterprise consolidation is recognized as goodwill. Goodwill related to the subsidiary is separately listed on the consolidated financial statements; goodwill related to the associated enterprises and joint ventures is included in the book value of long-term equity investment. Impairment test is carried out for goodwill at the end of the year, no matter whether 36 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) there is any sign of impairment. The goodwill was, together with the related asset group or combination of asset groups, subject to the impairment test. That is, the book value of goodwill was reasonably apportioned to the asset group or combination of asset groups which benefit from thesynergy of business merger from the purchase date. If the recoverable amount of the asset group or combination of asset groups of goodwill with apportionment is less than its book value, the related impairment loss shall be recognized. Impairment loss is firstly amortized to the carrying values of goodwill in asset group or asset group portfolio, and then deducted for the carrying value of other assets in according to the percentage occupied of other assets (except goodwill) in the asset group or asset group portfolio. 21. Long-term deferred expenses The long-term unamortized expenses of the Group include the improvement expenditure of fixed assets under operating lease and other expenses with a benefit period over 1 year. Such expenses were amortized averagely in the benefit period. Where the long-term deferred expenses fail to benefit the subsequent accounting periods, all amortized value that has not been amortized yet shall be transferred to the current profits and losses. 22. Employee remuneration The remuneration of employees in the Group includes short-term remuneration, welfare after demission, dismissal welfare and other long-term welfare. The short-term remunerations mainly include the employee’s salary and welfare expense of employee. The actual short-term remunerations shall be recognized as the debt during the accounting period when the employees provide service and included in current profits and losses or related asset costs according to the benefit object. The welfare after demission mainly includes the basic endowment insurance premium and unemployment insurance expense and is classified into the defined contribution plan and the defined benefit plan according to the risk an obligation undertaken by the Company. For the defined contribution plan, the sinking fund deposited to an independent entity for the service provided by employee in the accounting period on the balance sheet date is recognized as the debt and included in current profits and losses or related asset costs according to the benefit object. There is no defined benefit plan in the Company. When the Group cannot unilaterally withdraw the dismissal welfare provided for the plan on the cancellation of labor relationship or layoff proposal, or recognize the cost or expense involved with the recombination of dismissal welfare or payment of such dismissal welfare (whichever is earlier), the employee’s remuneration incurred by the dismissal welfare is recognized as the debt and included in current profits and losses or related asset costs. 23. Estimated liabilities When the businesses related to contingencies like external guarantee and pending 37 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) actions or arbitrations conform to the following conditions at the same time, they will be recognized as the debt by the Group: the obligation is the current obligation undertaken by the Group; the implementation of such obligation may probably cause the outflow of economic interests from the Group; and the amount of that obligation can be measured reliably. 24. Share payment The equity-settled share-based payment to exchange the provision of service by employees is measured by the fair value of the equity instrument conferred to the employees on the grant date. Where it is exercisable upon finishing the service within the waiting period or satisfying the regulated performance conditions, based on the optimal estimation of the exercisable equity instrument quantity within the waiting period, the fair value amounts are included in relevant cost or expense after calculation by the method of line, with relevant capital surplus increased. 25. Recognition and measurement of income The operation revenue of the Group mainly include the sales revenue, lease revenue and property management revenue of real estate development productsand revenue recognition policies are as follows: 1) The revenue of real estate development products are recognized under the following conditions: A. Seller and Purchaser sign the sales contract and file a record in the land department; B. The revenue of real estate development products are completed and are qualified in acceptance; C. The company has received full house-purchase price or obtained the right of collecting the full purchase price (e.g. the written commitment letter for releasing mortgage payment from bank); D. The formalities of property delivery are handled or the customers are deemed to accept the property according to the terms in the purchase contract. 2) Lease revenue: The lease revenue of investment property is recognized as the lease revenue by the method of line according to rent agreed in the contract or agreement over the lease term. 3) Property management revenue: When property management service has been provided and its relevant economic benefit has obtained by the Company, meanwhile, relevant revenue and cost can be measured reliably, the realization of utilities revenue is recognized . 26. Government subsidies Government subsidies refer to monetary assets and non-monetary assets acquired 38 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) without any charge from the government. Government subsidies can only be recognized upon meeting the condition that the Company meets all conditions of government subsidy and is able to receive the government subsidy. If government subsidies are monetary assets, it shall be calculated according to the received; if the government subsidy is distributed subject to fixed quota standard or if there is definite evidence showing that it is in conformity with relevant requirements of the financial support policies, it shall be calculated according to the receivable amount; and if the government subsidy is non-monetary assets, it shall be measured at the fair value; and if the fair value fails to be obtained reliably, it shall be calculated according to nominal amount (RMB 1). Government subsidies in relation to assets are recognized as deferred income and allocated equally within the service life of relevant assets, which will then be included in current profit or loss. Government subsidies relevant with incomes and that are used to make up future expenses or losses will be recognized as deferred income and recognized into current profits and losses within the recognition period of relevant expenses; government subsidies used to make up incurred relevant expenses or losses are included into current profits or losses directly. 27.Deferred income tax assets and deferred income tax liabilities Deferred income tax assets and deferred income tax liabilities are measured in accordance with the tax base of assets and liabilities and difference of its book value (temporary difference). Deferred income tax assets shall be recognized based on the deductible losses of the income tax payable in the following year in accordance with the tax law. A deferred tax liability shall not berecognized if the temporary difference arises from the initial recognition of goodwill. The deferred income tax assets and liabilities shall not be recognized to the extent that the temporary difference arises from the initial recognition of an asset or liability in a transaction which contains both of the following characteristics (i): the transaction is not a business combination and (ii) at the time of the transaction, it affects neither accounting profit nor taxable profit (or deductible loss). At the balance sheet date, the deferred income tax assets and deferred tax liabilities shall be measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, according to the requirements of tax laws. Deferred tax assets are recognized with a limit of the future taxable income which is likely to be used by the Group for deducting any deductible temporary difference, deductible loss and tax deduction. 28. Leasing The leasing business of the Group is operating lease. The rent paid by the Group as the Lessee in the operating lease is included in related 39 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) asset costs or current profits and losses by the method of line over the lease term. 29. Change in significant accounting policies and accounting estimates (1) Changes in significant accounting policies 1)the accounts of the company have been prepared in accordance whit eight revised accounting standards on July 1,2014 by the Ministry of Commerce,such as No. 9 – employee compensation,the changes of accounting policy had no significant impact on company’s financial statements and the result of operation. 2) According to the revised Accounting Standards for Enterprises No.30 – Reporting Financial Statement, other comprehensive income items have been added in balance sheet of financial statement; the Company has adopted retroactive adjustment method to revise the 2014 comparative statement by expressing the translation reserve as other new comprehensive income items. (2) Significant changes in accounting estimates Not Applicable. V. Taxation 1. Main taxes and tax rates Tax category Tax basis Tax rate Business tax Housing prepayment; taxable income 5% Land value-added tax Land VAT or pre-requisitioned Super rate progressive rate City maintenance and construction tax Transfer tax payable 5% Education surcharge Transfer tax payable 3% Local education surcharge Transfer tax payable 2% Rental income or original value of real Housing property tax 12% or 1.2% estate Taxable income; 25% of the taxable Corporate income tax 25% income 2. Corporate income tax Company Tax rate Parent company 25% ChengdeNanjiang Real Estate Development Co., Ltd 25% Runhua Rural Water (Tianjin) International Trade Co., Ltd. 25% ChengDeNanJiang Investment Co., Ltd. 25% ChengDeNanJiang Ecological Agriculture Co., Ltd. 25% ChengDeXingYe Paper Co., Ltd. 25% NanJiang Asia Investment Co., Ltd. 16.5% ChengdeMorsh Technology Co., Ltd 25% 40 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Company Tax rate ChengdeHuiJing property Co., Ltd 25% NOTE:NanJiang Asia Investment Co., Ltd. is in special administrative region, and the applicable corporate income tax rate is 16.5%. 3. The company withhold individual income tax. VI. Notes to Major Items in Consolidated Financial Statement With respect to the following data disclosed in the Financial Statements, unless otherwise stated, "the beginning of the year" refers to January 1, 2014; "the end of the year" refers to December 31, 2014; "this year" refers to the period between January 1, 2014 to December 31, 2014, and the "previous year" refers to the period between January 1, 2013 to December 31, 2013. The currency unit is RMB. 1. Monetary fund Closing Balance Opening Balance Items Currency Original Exchange RMB Original Exchange RMB Currency rate Translation Currency rate Translation Cash RMB 33,252.06 1.0000 33,252.06 19,146.58 1.000 19,146.58 Sub-total 33,252.06 1.0000 33,252.06 19,146.58 --- 19,146.58 Bank deposit CNY 30,635,611.58 1.0000 30,635,611.58 75,093,993.26 1.000 75,093,993.26 JPY --- --- --- --- --- --- EUR --- --- --- --- --- --- HKD 335.37 0.7889 264.57 --- --- --- USD 802,946.84 6.1190 4,913,231.69 470,460.11 6.0969 2,868,348.22 Sub-total --- --- 35,549,107.84 --- --- 77,962,341.48 Other monetary fund RMB 1,416,185.27 1.0000 1,416,185.27 11,445,403.16 1.000 11,445,403.16 Sub-total 1,416,185.27 --- 1,416,185.27 11,445,403.16 --- 11,445,403.16 Total --- --- 36,998,545.17 --- --- 89,426,891.22 At the End of December 31, 2014, the company does not existpledging ,freezing and Monetary fund with recycling risk. (1)Restricted monetary fund during the reporting period are shown below: Item Closing Balance Opening Balance guaranteed deposit for housing mortgages 1,416,185.27 1,045,403.16 deposit for notes payable --- 10,400,000.00 Total 1,416,185.27 11,445,403.16 NOTE: Compared to the OpeningBalance,the Closing Balance of monetary fund decreased by 41 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) RMB 52,428,346.05,with the decreased rate of 58.63%. The major explanations for the decrease were: Increases payment for goods of RunHua. 2.Accounts receivable (1) Types of accounts receivable Closing Balance Book balance Provision for bad debts Categories Proportion Proportion Book value Amount Amount (%) (%) 1 Individually significant amounts of accounts receivable --- --- --- --- --- accrued bad debt provision 3 Accounts receivable accrued 2,876,727.75 100.00 154,051.09 5.36 2,722,676.66 bad debt provision by portfolio Total 2,876,727.75 100.00 154,051.09 5.36 2,722,676.66 Continued: Opening Balance Book balance Provision for bad debts Categories Proportion Proportion Book value Amount Amount (%) (%) 1 Individually significant amounts of accounts receivable --- --- --- --- --- accrued bad debt provision 2 Accounts receivable accrued 123,348.00 100.00 6,167.40 5.00 117,180.60 bad debt provision by portfolio Total 123,348.00 100.00 6,167.40 5.00 117,180.60 (a) accounts receivable accrued bad debt provision by aging analyze method Closing Balance Opening Balance Aging Bad debt Bad debt Proportion Amount Proportion (%) Amount provision provision (%) Within 1 year 2,808,629.75 140,431.49 5.00 123,348.00 6,167.40 5.00 68,098.00 13,619.60 20.00 --- --- --- 1-2 years --- --- --- --- --- --- 2-3 years --- --- --- --- --- --- Over 3 years Total 2,876,727.75 154,051.09 5.36 123,348.00 6,167.40 5.00 (2) Provision for bad debts withdrawn and returned back (or taken back) in this year Provision for bad debts extract in this year is RMB154,051.09. 42 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) (3) Top five arrears balance of accounts receivable by the end of the year Proportion in total Year-end balance of Company name Closing Balance year-end balance of provision for bad debts accounts receivable (%) Customer I 2,053,647.40 71.39 111,592.37 Customer II 750,750.00 26.10 37,537.50 Customer III 59,719.35 2.08 3,913.12 Customer I V 12,611.00 0.44 1,008.10 Total 2,876,727.75 100.00 154,051.09 3. Prepayments (1) Aging of prepayments Closing Balance Opening Balance Item Opening Balance Proportion (%) Amount Proportion (%) Within 1 year 7,748,545.39 99.59 28,529,944.69 84.32 1-2 years --- --- 3,400.00 0.01 2-3 years 3,400.00 0.04 5,302,965.53 15.67 Over 3 years 28,200.00 0.36 --- --- Total 7,780,145.39 100.00 33,836,310.22 100.00 (2)During the reporting period, the company has prepayment with an aging above 1 year Company Name Relationship Amount Aging Reason for unsettlement ChengDeResidence Guarantee Co., Ltd. Non-Related Party 31,600.00 Over 2 years Residence purchaser’s loan Total --- 31,600.00 --- --- (3) The top five prepayment accounts Debtors Ranking Relationship Amount Aging Supplier I Non-Related Party 5,490,100.00 Within 1 year Supplier II Non-Related Party 759,994.98 Within 1 year Supplier III Non-Related Party 520,000.00 Within 1 year Supplier I V Non-Related Party 508,750.00 Within 1 year Supplier V Non-Related Party 270,616.50 Within 1 year Total --- 7,549,461.48 --- (4)NOTE: Compared to the opening balance,the closing balance of accounts receivabledecreased by RMB 26,056,164.83,with thedecrease rate of77.01%. The major explanations for the decrease were: Engineering settlement. 4. Other receivables 1) Classification of other receivables 43 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Closing Balance Type Book balance Provision for bad debts Proportion Proportion Book value Amount Amount (%) (%) Other receivables of individual account with significant 2,709,273.00 17.08 2,709,273.00 100.00 --- amount and accrued for provision for bad debts Other accounts receivable withdrawn provision for bad 11,220,393.72 70.76 212,101.28 1.89 11,008,292.44 debts based on credit risk feature combination Other receivables of individual account with insignificant 1,927,957.70 12.16 1,927,957.70 100.00 --- amount and accrued for provision for bad debts Total 15,857,624.42 100.00 4,849,331.98 30.58 11,008,292.44 Continued: Opening Balance Type Book balance Provision for bad debts Proportion Proportion Book value Amount Amount (%) (%) Other receivables of individual account with significant 1,209,273.00 14.42 1,209,273.00 100.00 --- amount and accrued for provision for bad debts Other accounts receivable withdrawn provision for bad 5,318,030.55 63.42 341,921.88 6.43 4,976,108.67 debts based on credit risk feature combination Other receivables of individual account with insignificant 1,857,951.91 22.16 1,857,951.91 100.00 --- amount and accrued for provision for bad debts Total 8,385,255.46 100.00 3,409,146.79 100.00 4,976,108.67 1) Other receivables which single amount is significant and bad debts reserve is withdrawn at the end of the year Accounts Receivable Book Amount Bad debt provision Rate(%) Reasons for Accrual Creditor’s right from auctions 1,209,273.00 1,209,273.00 100.00 More than 3 years Chengde county administration 1,500,000.00 1,500,000.00 100.00 Expected irrecoverable of non-tax revenue 44 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) 2,709,273.00 2,709,273.00 100.00 --- Total 2) Other receivable with provisions of bad debts accrued by aging analysis method in the portfolio Closing Balance Aging Other receivables Provision for bad debts Accruing proportion (%) Within 1 year 1,621,521.44 81,074.57 5 1 to 2 years 287,885.00 57,577.00 20 2 to 3 years 138,911.00 69,449.71 50 Over 3 years 4,000.00 4,000.00 100 Total 2,052,317.44 212,101.28 10.33 3) Other receivable with provisions of bad debts accrued by other method in the portfolio Closing Balance Aging Other receivables Provision for bad debts Accruing proportion (%) The prepayment of oil 108,399.29 --- --- company The purchase payment of land of 3,678,200.00 --- --- Chengde county land reserve center Special fund of 90,421.00 --- --- cement margin 3,203,400.00 --- --- Staff’s loan 2,087,655.99 --- --- Total 9,168,076.28 --- --- (4)Other receivables of individual account with insignificant amount and accrued for provision for bad debtsat the end of the year Accounts Receivable Book Amount Bad debt provision Aging Rate(%) Reasons for Accrual AnSheng Wang 141,005.79 141,005.79 2-3year 100.00 Expected irrecoverable DeGangBao 356,838.00 356,838.00 2-4year 100.00 Expected irrecoverable QiZhong Yan 270,000.00 270,000.00 2-3year 100.00 Expected irrecoverable ChengQuan Liu 300,000.00 300,000.00 2-3year 100.00 Expected irrecoverable TianHong Li 217,424.66 217,424.66 3-4year 100.00 Expected irrecoverable HaiHong Zhou 642,689.25 642,689.25 1-2year 100.00 Expected irrecoverable 1,927,957.70 1,927,957.70 --- 100.00 --- Total (5) Provision for bad debts withdrawn and returned back (taken back) in this year 45 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Provision for bad debts extract in this year is RMB 1,599,447.27; bad debts reserve returned back or taken back in this year is RMB 159,262.08. (6) Classification of other receivables by nature Book balance at the end of the Book balance at the beginning of Fund nature year the year current account --- 699,000.00 Earnest money 4,753,400.00 --- Employees deposit 4,091,754.69 2,231,143.95 Creditor’s right from auctions 1,209,273.00 1,209,273.00 The purchase payment of land 3,678,200.00 --- To offset tariff 430,723.08 1,057,291.48 Others 1,694,273.65 3,188,547.03 Total 15,857,624.42 8,385,255.46 (7)The top five other accounts receivable Proportion in total Year-end year-end balance balance of Debtors Ranking Fund nature Ending balance Aging of other provision for receivables (%) bad debts Customer I Land acquisition 3,678,200.00 Within 1 year 23.20 --- Customer II Deposit 3,203,400.00 Within 1 year 20.20 --- bid fund use for Customer III 1,500,000.00 Within 1 year 9.46 1,500,000.00 land Creditor’s right Customer I V 1,209,273.00 Over 3 year 7.63 --- from auctions Customer IV Employees Loan 700,000.00 Within 1 year 4.41 --- Total --- 10,290,873.00 --- 64.90 1,500,000.00 NOTE: Compared to the opening balance,the closing balance of other receivables increased by RMB 7,472,368.96,with the increase rate of89.11%. The major explanations for the increase were: The purchase payment of land and increasing guarantee for project. 5.Inventories (1)Inventories Classification Closing Balance Opening Balance Items Book Balance Provision Net Book Balance Book Balance Provision Net Book Balance Raw 906,724.95 --- 906,724.95 836,393.84 --- 836,393.84 Material Circulation 18,498.40 --- 18,498.40 18,498.40 --- 18,498.40 materials Finished 16,200,791.75 161,182.20 16,039,609.55 15,270,790.02 --- 15,270,790.02 goods Development 490,087,338.82 --- 490,087,338.82 163,568,661.40 --- 163,568,661.40 costs Product 5,936,739.90 --- 5,936,739.90 7,642,776.18 --- 7,642,776.18 46 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Items Closing Balance Opening Balance development Consumptive biological 2,827,887.88 669,082.19 2,158,805.69 2,113,905.42 --- 2,113,905.42 assets Cost of 565,568.78 --- 565,568.78 1,118,939.06 --- 1,118,939.06 production Total 516,543,550.48 830,264.39 515,713,286.09 190,569,964.32 --- 190,569,964.32 (2) Provision for inventory Increase during the Decrease during the current Opening accounting period Category current accounting Closing Balance Balance Reversal Written off period Finished goods --- 161,182.20 --- --- 161,182.20 Consumptive --- 669,082.19 --- --- 669,082.19 biological Total --- 830,264.39 --- --- 830,264.39 (3) Development Cost Estimation of Time for Estimation of total Closing Opening Item time for commencement investment amount Balance Balance completion HuiJingTianDi 2013 2016 5.7bilion 490,087,338.82 161,600,661.40 Products intended to --- --- --- --- 1,968,000.00 develop Total --- --- --- 490,087,338.82 163,568,661.40 (4)Product development Increase during the Decrease during the Time for Closing Item Opening Balance current accounting current accounting completion Balance period period QianYu December 7,642,776.18 91,385.00 1,797,421.28 5,936,739.90 an Area 2012 Total --- 7,642,776.18 91,385.00 1,797,421.28 5,936,739.90 (5)Consumptive biological assets Item Opening Balance Closing Balance 47 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Chick 421,413.94 254,001.43 Hybrid boar 1,348,806.41 1,078,535.97 Dual boar 949,176.52 637,621.37 Boer goat 108,491.01 143,746.65 Total 2,827,887.88 2,113,905.42 NOTE: Compared to the openingbalance ,the closing balance of inventories increased by RMB 325,973,586.16,with the increased rate of171.05%. The major explanations for the increase were: The increase of HuiJingTianDi’s development cost. 6. Other Current Assets Items Closing Balance Opening Balance Provisional tax 24,131,851.80 4,478,158.24 Total 24,131,851.80 4,478,158.24 7. Long-term equity investments Accounting Increase,decrease in Invested Company Investment at cost Opening Balance Closing Balance method this period(decrease -) RunHua (TianJin) Water Saving Tech Equity 2,000,000.00 2,185,406.04 44,004.49 2,229,410.53 Co., Ltd. method MinFeng (TianJin) Material Industry Equity 4,410,000.00 4,441,499.45 14,050.48 4,455,549.93 Chemical Trading Co., Ltd. method Total --- 6,410,000.00 6,626,905.49 58,054.97 6,684,960.46 Stake ratio Voting right ratio Cash Dividend in this Invested Company Provision Increase in this period (%) (%) period RunHua (TianJin) Water Saving Tech 31.746 31.746 --- --- --- Co., Ltd. MinFeng (TianJin) Material Industry 49.00 49.00 --- --- --- Chemical Trading Co., Ltd. Total --- --- --- --- --- (1) On October 14 2011, RunHua (TianJin) Water Saving Tech Co., Ltd. was established and obtained the business liscence, with the registered capital of RMB 6,300 thousand, including RunHua developing Co., Ltd. Contribute RMB 3000 thousand, accounting for 47.619% of the total share capital, subsidiary RunHua contribute RMB 2000 thousand, accounting for 31.746% of the total share capital, LangFangChunYuan irrigating prject Co., Ltd contribute RMB 1000 thousand, accounting for 15.873% of total share capital, HePing Zhang contribute RMB 300 thousand, accounting for 4.7619% of total share capital. (2)On December 21 2012, MinFeng (TianJin) Material Industry Chemical Trading Co., Ltd. was established, with the registered capital of RMB 9000 thousand, including MinFeng (ShanXi) Material Industry Chemical Trading Co., Ltd contribute 459 thousand, accounting for 51% of the 48 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) total share capital, subsidiaryRunHua contribute RMB 4410 thousand, accounting for 49% of the total share capital. 8.Fixed assets (1) Statement of Fixed Assets Machinery Transportation Other Item Buildings Total equipment vehicles equipment I. Original carrying value 1. Beginning balance 8,095,437.08 1,208,815.43 3,836,318.14 716,058.25 13,856,628.90 2. Increase in the year --- 37,600.00 --- 24,297.00 61,897.00 (1) Purchasing --- 37,600.00 --- 24,297.00 61,897.00 (2) Carried over from inventory/fixed assets/ --- --- --- --- --- intangible assets (3) Other increases --- --- --- --- --- (4) Increase of corporate --- --- --- --- --- combination 3. Decrease in the year --- --- --- --- --- (1) Disposal --- --- --- --- --- (2) Carried over to inventory/fixed assets/ --- --- --- --- --- intangible assets (3) Other decreases --- --- --- --- --- 4. Ending balance 8,095,437.08 1,246,415.43 3,836,318.14 740,355.25 13,918,525.90 II. Accumulative depreciation and amortization 1. Beginning balance 1,230,506.40 52,877.32 1,073,148.07 203,743.50 2,560,275.29 2. Increase in the year 307,626.60 122,965.04 498,060.25 134,916.82 1,063,568.71 (1) Withdrawing or 307,626.60 122,965.04 498,060.25 134,916.82 1,063,568.71 amortization (2) Carried over from inventory/fixed assets/ --- --- --- --- --- intangible assets (3) Other increases --- --- --- --- --- (4) Increase of corporate --- --- --- --- --- combination 3. Decrease in the year --- --- --- --- --- (1) Disposal --- --- --- --- --- (2) Other transfer-out --- --- --- --- --- (3) Other decreases --- --- --- --- --- 4. Ending balance 1,538,133.00 175,842.36 1,571,208.32 338,660.32 3,623,844.00 III. Provision for impairment 1. Beginning balance --- --- --- --- --- 2. Increase in the year --- --- --- --- --- 49 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Machinery Transportation Other Item Buildings Total equipment vehicles equipment (1) Withdrawing --- --- --- --- --- (2) Carried over from inventory/fixed assets/ --- --- --- --- --- intangible assets (3) Increase of corporate --- --- --- --- --- combination 3. Decrease in the year --- --- --- --- --- (1) Disposal --- --- --- --- --- (2) Carried over to inventory/fixed assets/ --- --- --- --- --- intangible assets 4. Ending balance --- --- --- --- --- IV. Book value 1. Ending book value 6,557,304.08 1,070,573.07 2,265,109.82 401,694.93 10,294,681.90 2. Beginning book value 6,864,930.68 1,155,938.11 2,763,170.07 512,314.75 11,296,353.61 9. Productive Biological Assets Item Planting industry Husbandry industry Fishing industry Total I. Original carrying value 1. Beginning --- 559,848.62 --- 559,848.62 balance 2. Increase in the --- 1,861,932.97 --- 1,861,932.97 year (1)Purchasing (2)cultivate --- 1,861,932.97 --- 1,861,932.97 3. Decrease in the --- 635,159.63 --- 635,159.63 year 1) Disposal or --- 635,159.63 --- 635,159.63 discard as useless 4. Ending balance --- 1,786,621.96 --- 1,786,621.96 II. Accumulated depreciation 1. Beginning --- 301,658.28 --- 301,658.28 balance 2. Increase in the --- 1,464,631.31 --- 1,464,631.31 year (1) Withdrawing --- 1,464,631.31 --- 1,464,631.31 3. Decrease in the --- 620,395.34 --- 620,395.34 50 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Item Planting industry Husbandry industry Fishing industry Total year (1) Disposal or --- --- --- --- discard as useless 4. Ending balance --- 1,145,894.25 --- 1,145,894.25 III. Provision for impairment 1. Beginning --- --- --- --- balance 2. Increase in the --- --- --- --- year 3. Decrease in the --- --- --- --- year 4. Ending balance --- --- --- --- IV. Book value 1. Ending book --- 640,727.71 --- 640,727.71 value 2. Beginning book --- 258,190.34 --- 258,190.34 value 10. Intangible assets (1) Details of intangible assets Item Land use rights Software Total I. Original carrying value 1. Beginning balance 31,622,187.84 228,000.00 31,850,187.84 2. Increase in the year --- --- --- (1) Purchasing --- --- --- (2) Increase of corporate --- --- --- combination (3) Other increases --- --- --- 3. Decrease in the year 18,383,609.80 --- 18,383,609.80 (1) Disposal 18,383,609.80 --- 18,383,609.80 (2) Decrease of corporate --- --- --- combination (3) Other decreases --- --- --- 4. Ending balance 13,238,578.04 228,000.00 13,466,578.04 II. Accumulated amortization 1. Beginning balance 2,985,534.43 143,000.00 3,128,534.43 2. Increase in the year 532,452.57 45,600.00 578,052.57 (1) Withdrawing 532,452.57 45,600.00 578,052.57 (2) Increase of corporate --- --- --- 51 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Item Land use rights Software Total combination (3) Other increases --- --- --- 3. Decrease in the year 2,142,521.93 --- 2,142,521.93 (1) Disposal 2,142,521.93 --- 2,142,521.93 (2) Decrease of corporate --- --- --- combination (3) Other decreases --- --- --- 4. Ending balance 1,375,465.07 188,600.00 1,564,065.07 III. Provision for impairment 1. Beginning balance --- --- --- 2. Increase in the year --- --- --- (1) Withdrawing --- --- --- (2) Other increases --- --- --- 3. Decrease in the year --- --- --- (1) Disposal --- --- --- (2) Other decreases --- --- --- 4. Ending balance --- --- --- IV. Book value 1. Ending book value 11,863,112.97 39,400.00 11,902,512.97 2. Beginning book value 28,636,653.41 85,000.00 28,721,653.41 NOTE: Compared to the opening balance,the closing balance ofIntangible assetsdecreased by RMB 18,383,609.80,with the decrease rate of57.72%. The major explanations for the increase were: Some land had been taken back byChengdeCounty land reserve center. 11. Goodwill (1) Original value of goodwill Invested company Beginning balance Increase of this year Decrease of this year Ending balance RunHua 1,809,762.89 --- --- 1,809,762.89 Total 1,809,762.89 --- --- 1,809,762.89 (2)Provision for goodwill Beginning Increase of this year Decrease of this year Ending Invested company balance Withdrawing Others Disposal Others balance RunHua --- 1,809,762.89 --- --- --- 1,809,762.89 合 计 --- 1,809,762.89 --- --- --- 1,809,762.89 NOTE:Runhua had business losses and did not meet the promised performance in 2014,so goodwill need withdraw provision. 52 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) 12. Long Term Deferred Expenses Opening Closing Items Increase in this period Decrease in this period Balance Balance Office’s Decoration fee 258,988.44 267,725.44 138,644.68 388,069.20 Factory Decoration fee 7,552,584.08 2,789,572.72 2,142,198.84 8,199,957.96 Total 7,811,572.52 3,057,298.16 2,280,843.52 8,588,027.16 13.Deferred income tax assets and deferred income tax liabilities (1) Non-offset deferred income tax assets Ending balance Beginning balance Item Deductible Deferred Deductible Deferred temporary income tax temporary income tax difference assets difference assets Provision for assets impairment 3,336,892.76 834,223.19 3,336,892.76 834,223.19 Total 3,336,892.76 834,223.19 3,336,892.76 834,223.19 (2) Unconfirmed details of deferred income tax assets Item Ending balance Beginning balance Deductible temporary difference 1,588,068.88 78,421.43 Deductible losses 105,931,221.32 579,739,156.38 Total 107,519,290.20 579,817,577.81 (3) Unrecognized deductible losses of deferred income tax assets will be expired at the end of following years Amount at the end of the Amount at the beginning of Year Remarks year the year 2014 --- 555,088,167.94 --- 2015 1,707,747.80 1,707,747.80 --- 2016 --- --- --- 2017 22,943,240.64 22,943,240.64 --- 2018 --- --- --- 2019 81,280,232.88 --- --- Total 105,931,221.32 579,739,156.38 --- 14. Other non-current assets Items Closing Balance Opening Balance Advance payment of housing 5,201,365.53 --- Total 5,201,365.53 --- 15.Provision for assets impairment Items Opening Balance Increase in Decrease in this period Closing 53 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) this period Reversal Written off Balance Bad debt provision 3,415,314.19 1,747,330.96 159,262.08 --- 5,003,383.07 Provision for --- 830,264.39 --- --- 830,264.39 long-term equity Impairment provision --- 1,809,762.89 --- --- 1,809,762.89 for goodwill Total 3,415,314.19 4,228,096.16 159,262.08 --- 7,643,410.35 16. Notes Payable Classification Closing Balance Opening Balance banker's acceptance bill --- 26,000,000.00 Total --- 26,000,000.00 17. Accounts payable (1) Accounts payable Item Ending balance Beginning balance Payment of construction 318,150.00 --- Payment of raw material 4,613,124.04 3,268,751.72 Payment of goods 5,494,646.37 59,611.00 Others --- 332,268.44 Total 10,425,920.41 3,660,631.16 (2) Significant accounts payable with age of more than one year Company Name Closing Balance Reason for unsettle XingCheng(ChengDe)ConstructionCo., Ltd. 345,551.54 Project quality assurancepayment YongWang(ChengDe)Construction Co., Ltd. 274,349.42 Project quality assurancepayment LiCheng(ChengDe)ConstructionCo., Ltd. 294,129.43 Project quality assurancepayment Total 914,030.39 --- NOTE:Compared to the opening balance, the closing balance of receivable in advance increased by RMB 6,765,289.25, with the increase rate of 184.81%, the major explanation of this increase were:the settlement date of project payable and goodspayable were after December 31, 2014. 18.Receivable in advance (1) Disclosure of receivable in advance by aging: 54 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Aging Closing Balance Opening Balance Within 1 year 290,954,152.81 53,821,113.16 1-2 years --- --- 2-3 years --- --- Over 3years --- --- Total 290,954,152.81 53,821,113.16 (2) Disclosure of receivable in advance by item: Opening Closing Time of estimated Rate (%)in Item Balance Balance completion advance sale House’ receivable in advance: Project Of HuiJingTianDi --- 277,140,032.59 December,2016 36.37 Project Of DaLuQianYuan 2,149,551.00 --- December,2012 93.43 Sub-total 2,149,551.00 277,140,032.59 --- --- Goods’ receivable in advance: 9,537,589.88 12,929,706.15 --- --- Others 1,710,472.28 884,414.07 --- --- Total 53,821,113.16 290,954,152.81 --- --- (3) By the end of the current reporting period, there are no receivablein advance due from any shareholders held over 5%. (4) By the end of the current reporting period, there are no receivablein advance due from any related parties. (5) Explanation of receivablein advance: Compared to the opening balance, the closing balance of receivable in advance increased by RMB 237,133,039.65, with the increase rate of 440.59%.,the major explanations were house’ receivable in advance of HuiJingTianDi significantly increasing. 19.Payroll (1) Disclosure ofPayroll: Opening Increase in this Decrease in this Closing Item Balance period period Balance The short-term compensation 98,229.60 9,227,173.20 9,198,702.24 126,700.56 Welfare of Post-employment: 9,647.30 677,368.72 677,623.02 9,393.00 Defined Contribution Plan(DCP) Welfare of dismissal 6,097,486.60 360,903.63 360,903.63 6,097,486.60 Total 6,205,363.50 10,265,445.55 10,237,228.89 6,233,580.16 NOTE:The Closing Balance Of Welfare of dismissal (RMB6,097,486.60)was resettlement fee for staffs by ChengDeXingYe Paper Co., Ltd. (2) Disclosure of the short-term compensation: Increase in this Decrease in Item Opening Balance Closing Balance period this period 55 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Increase in this Decrease in Item Opening Balance Closing Balance period this period 1 Wage, bonus, allowance and 76,950.00 6,987,908.08 6,959,341.74 105,516.34 subsidy 2、Employee welfare --- 997,688.05 997,688.05 --- 3、Social insurance charges 21,039.60 268,395.71 268,879.31 20,556.00 Including : a.Essential medical 20,424.20 203,393.20 203,636.70 20,180.70 insurance charges b.Supplement medical insurance --- --- --- --- charges c.Industrial injury insurance 215.50 46,419.49 46,634.99 --- d.Maternity insurance 399.90 18,583.02 18,607.62 375.30 4、Housing fund --- 280,229.00 280,229.00 --- 5、Trade union and educational 240.00 692,952.36 692,564.14 628.22 fees 6、Termination welfare --- --- --- --- Including : ( 1 ) welfare from --- --- --- --- terminating a labor contract (2)Predicting termination cost --- --- --- --- 7、Other --- --- --- --- Total 98,229.60 9,227,173.20 9,198,702.24 126,700.56 (3)Disclosure of Defined Contribution Plan(DCP): Increase in this Decrease in Item Opening Balance Closing Balance period this period Essential endowment insurance 9,047.50 619,844.10 620,267.00 8,624.60 Unemployment insurance 599.80 57,524.62 57,356.02 768.40 Total 9,647.30 677,368.72 677,623.02 9,393.00 20. Tax payable Items Closing Balance Opening Balance VAT 1,923.47 132,688.59 Business tax 94,797.17 67,762.28 Urban construction tax 6,027.43 19,182.58 Land VAT --- --- Corporate income tax 3,953,440.14 12,078,983.62 Land use tax 2,993,193.91 2,753,192.71 Individual taxable income 1,433.95 35,510.93 Education surcharge 3,006.46 7,871.26 Stamp tax 68,843.33 34,936.86 Local education surcharge 2,004.31 5,247.55 Housing property tax 2,897,994.17 2,888,250.17 56 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Items Closing Balance Opening Balance River defense fare 508.33 3,278.03 Total 10,023,172.67 18,026,904.58 NOTE: Compared to the opening balance, the closing balance of tax payable decrease by RMB8,003,731.91, with the decrease rate of 44.40%,the major reason wasQianYuan’s revenue of from sales of houses significantly decreasing, which lead to the reduction of corporate income tax. 21. Other payable (1)Disclosure of other payable by category: Categories Closing Balance Opening Balance Deposit 13,859,648.05 32,922,407.15 Loan --- 1,319,199.72 The intermediary expenses 370,000.00 550,000.00 Intercourse funds 341,650.42 1,091,665.99 Withholding and remitting tax 21,518.37 10,228.29 Others 32,011.33 151,482.55 Total 14,624,828.17 36,044,983.70 (2)At the year-end of the reporting period, there are no other payable due from any shareholders held over 5%. (3)At the year-end of the reporting period, the other accounts payable are significant and with an aging of over 1 year Name Amount Nature or content MinFeng (TianJin) Material Industry 6,500,000.00 Deposit of goods Chemical Trading Co., Ltd. ChengJin(ChengDe) Trading Co., Ltd. 800,000.00 Deposit of goods YongWang (ChengDe) Construction Co., Ltd. 518,593.95 Deposit of project quality Total 7,818,593.95 --- (4)At the year-end of the reporting period, the other accounts payable in significant amount: Name Amount Nature or content MinFeng (TianJin) Material Industry Chemical 12,000,000.00 Deposit of goods Trading Co., Ltd. ChengJin(ChengDe) Trading Co., Ltd. 800,000.00 Deposit of goods YongWang (ChengDe) Construction Co., Ltd. 518,593.95 Deposit of project quality DaHua Certified Public Accountants 250,000.00 Auditing fees Individual 193,176.00 Reserve funds Total 13,761,769.95 --- 57 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) 22. Share capital Increase (+) and decrease (-) in this period Items Opening Balance Issue new Reserves transfer to Closing Balance Share bonus Other Sub-total shares shares 1 limited shares (1)shares held by government --- --- --- --- --- --- --- (2)shares held by State-own Legal-person --- --- --- --- --- --- --- (3)shares held by other domestic capital --- --- --- --- --- --- --- Including: shares held by Legal person 23,147,309.00 --- --- --- --- --- 23,147,309.00 Shares held by natural person 221,652,691.00 --- --- --- --- --- 221,652,691.00 (4)shares held by foreign capital --- --- --- --- --- --- --- Including: shares held by foreign Legal --- --- --- --- --- --- --- person shares held by foreign nature --- --- --- --- --- --- --- person (5) Other --- --- --- --- --- --- --- Sub-total for limited shares 244,800,000.00 --- --- --- --- --- 244,800,000.00 2.Unlimited shares --- (1) Ordinary shares in RMB --- --- --- --- --- --- --- (2) Domestic listed foreign shares 461,520,000.00 --- --- --- --- --- 461,520,000.00 (3) Foreign listed foreign shares --- --- --- --- --- --- --- (4) Other --- --- --- --- --- --- --- Sub-total for unlimited shares 461,520,000.00 --- --- --- --- --- 461,520,000.00 Total 706,320,000.00 --- --- --- --- --- 706,320,000.00 58 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) 23. Capital reserves Opening Increase in this Decrease in Items Closing Balance Balance period this period 1 .Capital premium (share capital premium) --- --- --- --- (1) Capital from investors 390,597,031.55 137.86 --- 390,597,031.55 (2) Effect of business combination under the --- --- --- --- common control Sub-total 390,597,031.55 137.86 --- 390,597,031.55 2.Other capital reserve* 65,873,219.23 --- --- 65,873,357.09 Total 456,470,250.78 137.86 --- 456,470,388.64 24. Surplus reserves Increase in this Items Opening Balance Decrease in this period Closing Balance period Statutory surplus reserves 76,791,550.17 --- --- 76,791,550.17 Total 76,791,550.17 --- --- 76,791,550.17 25. Undistributed profits Withdrawal or Items Closing Balance Opening Balance allocation proportion Closing Balance -1,029,880,318.18 -1,124,687,129.34 --- Add: Change of accounting policy --- --- --- Prior period error correction --- --- --- Opening Balance -1,029,880,318.18 -1,124,687,129.34 --- Add: net profits belong to the parent in this --- 80,280,395.81 94,806,811.16 period Less: Statutory surplus reserves --- --- 10% Discretionarysurplusreserve --- --- --- Dividends of ordinary shares payable --- --- --- Dividends of ordinary shares transferred into --- --- --- share capital Add: Other transfer --- --- --- Less: surplus reserves for recovery of loss --- --- --- Closing Balance -949,599,922.37 -1,029,880,318.18 --- 26. Operating income and operating cost (1) Classification of operating income and operating cost Items This period Last Period 59 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Items This period Last Period Business income 322,502,631.63 363,952,258.89 Principal business income 321,397,845.14 359,002,258.47 Other business income 1,104,786.49 4,950,000.42 Business cost 325,795,009.31 339,083,312.47 Principal business cost 324,806,821.49 339,054,852.08 Other business cost 988,187.82 28,460.39 (2) Principal business income and cost (by industry) This period Last Period Industry Income Cost Income Cost Agriculture 5,642,269.36 7,487,431.46 1,112,907.68 1,583,798.68 Commerce 312,436,023.98 315,629,299.95 324,167,497.71 314,011,252.79 Real Estate industry 3,319,551.80 1,690,090.08 33,721,853.08 23,459,800.61 Tourism and --- --- --- --- restaurant Total 321,397,845.14 324,806,821.49 359,002,258.47 339,054,852.08 (3) Principal business income and cost (by products) This period Last Period Product Income Cost Income Cost Agriculture product 5,642,269.36 7,487,431.46 1,112,907.68 1,583,798.68 Chemical Material 312,436,023.98 315,629,299.95 324,167,497.71 314,011,252.79 Real Estate 3,319,551.80 1,690,090.08 33,721,853.08 23,459,800.61 Including: 3,319,551.80 1,690,090.08 33,721,853.08 23,459,800.61 QianYuan Total 321,397,845.14 324,806,821.49 359,002,258.47 339,054,852.08 (4) Principal business income and cost (by district) This period Last Period District Income Cost Income Cost ChengDe District 8,961,821.16 9,177,521.54 34,834,760.76 25,043,599.29 TianJinDistrict 312,436,023.98 315,629,299.95 324,167,497.71 314,011,252.79 Total 321,397,845.14 324,806,821.49 359,002,258.47 339,054,852.08 60 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) (5) The operating income of the top five customers of the Company Principal business Customer name Rate in total(%) income MinFeng (TianJin) Material industry 168,562,321.06 52.45 chemical industry Co.Ltd BoLv (BeiJing) Tech Co., Ltd. 16,202,008.54 5.04 GuoZhe trading (ShangHai) Co., Ltd. 7,905,530.98 2.46 HuaRunFeng (GuangDong) Co., Ltd. 5,698,777.72 1.77 SuHan trading (WuXi) Co., Ltd. 4,178,378.20 1.30 Total 202,547,016.50 63.02 27. Business tax and surcharges Items This Period Last Period Tax rate Business tax 549,375.17 2,202,625.14 5% Urban maintenance and 26,857.53 128,301.80 5% construction tax Education surcharge 16,226.65 71,528.75 3% Local education surcharge 11,817.73 33,002.90 2% Super rate Land VAT 3,959.57 677,398.08 progressive rate Housing property tax --- 14,784.67 12% Others 139.38 7,474.48 --- Total 608,376.03 3,135,115.82 --- Note:Compared to the opening balance, the closing balance of business tax and surcharges reduced by RMB 2,526,739.79, with the reduction rate of80.59%.the major explanations for this decrease were the decrease ofQianYuan ’sales volume. 28. Marketing, Administrative and financial expense (1) Marketing expense Item This Period Last Period Printing expense 16,388.00 5,211.00 Repair expense 37,985.06 5,743.00 Warehouse expense 16,027.89 29,628.91 Wages 333,297.73 49,747.11 Advertise expense 141,992.00 85,850.00 Harbor expense 153,068.85 136,407.10 Manufacturing expense for unfolded 127,191.00 196,800.00 plank 61 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Item This Period Last Period Contract fee 569,080.62 583,744.05 Transportation expense 2,098,042.30 2,159,063.23 Depreciation/ Amortization 437,332.06 --- Material consumption 88,314.00 --- Product packing 90,748.83 --- Others 189,761.73 11,442.18 Total 4,299,230.07 3,263,636.58 (2)Administrative expense Item This Period Last Period Wages 5,157,622.44 4,903,021.63 Intermediary fees 1,157,509.29 2,976,882.80 Others 2,049,390.76 2,634,789.35 Land use tax 2,866,606.56 2,516,106.83 Business entertainment 1,673,528.24 1,929,370.81 Accumulated amortization 1,812,529.94 1,874,911.87 Travel expense 1,292,323.42 986,898.70 Welfare 950,060.65 764,976.35 Office expense 629,720.11 735,452.79 Insurance 895,186.95 638,962.59 Stamp tax 515,735.21 294,649.56 Transportation 342,033.01 242,707.83 Low-valued consumption goods 103,321.43 235,481.00 Housing provident fund 201,245.00 186,872.76 Long-term deferred expenses 138,644.68 79,296.00 Repair charge 382,736.95 --- Material consumption 378,471.90 --- Educational fund 692,090.36 --- Rental fees 311,998.78 --- Total 21,550,755.68 21,000,380.87 (3) Financial expense 62 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Item This Period Last Period Interest expense 1,855,248.49 1,030,671.89 Less: interest income 354,411.83 662,129.17 Exchange gain or loss 126,499.41 47,786.16 Bank charges 188,687.11 200,315.27 Total 1,816,023.18 616,644.15 NOTE:Compared to the opening balance, the closing balance of financial expense decreased by RMB 1,199,379.03, with the reduction rate of 194.50%,the major reasons were the reduction of borrowing interest expense. 29. Asset impairment loss Item This Period Last Period Provision for bad debt 1,588,068.88 -2,503,321.41 Provision for inventory 830,264.39 --- Provision for goodwill 1,809,762.89 --- Total 4,228,096.16 -2,503,321.41 NOTE: Compared to opening balance, closing balance of asset impairment loss are increased by RMB6,731,417.57, the major reason areNanJiang Investment’ provision for bad debt andRunHua Water’ provision for goodwill significantly increasing. 30. Return on investment Item This Period Last Period 1.Financial assets (return on investment) --- --- Bank financial products in this period 171,000.00 111,230.13 (return on investment) 2.Long-term equity (return on --- --- investment) Long-term equity (return on investment 58,054.97 53,372.42 based on cost accounting) Total 229,054.97 164,602.55 31. Non-operating income Amount in Item This Period Last Period non-recurring profit and loss Disposal of non-current assets 113,807,781.40 131,918,787.19 113,807,781.40 Profit from disposal of fixed 730.00 26,318,307.45 730.00 assets Profit from disposal of 113,647,960.69 105,600,479.74 113,647,960.69 intangible assets 63 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Amount in Item This Period Last Period non-recurring profit and loss Profit from disposal of 159,090.71 --- 159,090.71 biological assets Government grant --- 195,101.01 --- Receive of donation --- --- --- Other 3,892,791.31 211,376.25 3,892,791.31 Total 117,700,572.71 132,325,264.45 117,700,572.71 (1)Government grant Relevant to Project name This period Last period assets/earnings Scientific test demonstration --- 100,000.00 Assets expense Technology: three item --- 50,000.00 Assets expense Developing area (refund of --- 9,859.00 Assets duty) subsidy VAT revenue relief --- 33,742.01 Assets Others --- 1,500.00 Assets Total --- 195,101.01 --- NOTE: The transfer of land (Cheng Xian GuoTuYon(2013) No.31& No.33) from the company to the government, in accordance with the relevant regulations, created net profits of RMB 113,647,960.69. 32. Non-operating expense Relevant to Item This period Last period assets/earnings Disposal of non-current assets 989,275.20 --- 989,275.20 Including: Disposal of fixed --- --- --- assets Disposal of intangible assets 787,348.56 --- 787,348.56 Disposal of biological assets 201,926.64 201,926.64 Loss on debt restructuring --- --- --- Loss on exchange of --- --- --- non-monetary assets Donations contributed 1,500,000.00 2,000.00 1,500,000.00 Including: Public welfare 1,500,000.00 --- 1,500,000.00 donations contributed Compensation and Tax 3,469,375.11 76,473.85 3,469,375.11 penalty Inventory loss --- 33,480.00 --- 64 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Relevant to Item This period Last period assets/earnings Other 1,989,035.07 503,840.54 1,989,035.07 Total 7,947,685.38 615,794.39 7,947,685.38 NOTE: Compared to the opening balance, the closing balance of non-operating expense increase by RMB 7,331,890.99, with the increase rate of 1190.64%,the major reasons are donations contributed and compensation /tax penalty significantly increasing. 33. Income tax expense Item This Period Last Period Current income tax calculated based on 951,857.73 30,539,586.74 tax law and relevant rules Deferred income tax adjustment --- 756,119.16 Total 951,857.73 31,295,705.90 NOTE:Compared to the opening balance, the closing balance of income tax expense increase by RMB 30,343,848.17, with the increase rate of 96.96%, the major reason wasQianYuan’ sale revenue increasing significantly. 34. Notes for statement of cash flow (1) Other cash receive from operating activities Item This Period Last Period Interest income 354,411.83 662,129.17 Current accounts received 27,346,389.08 58,186,692.98 Subsidy income --- 195,101.01 Other 3,892,791.31 437,980.76 Total 31,593,592.22 59,481,903.92 (2) Other cash paid to operating activities Item This Period Last Period Expenditure 11,849,634.17 16,469,710.73 Donation expense 1,500,000.00 2,000.00 Intercourse funds 57,686,317.22 28,541,969.74 Current accounts paid 3,469,375.11 --- other 1,989,035.07 1,232,348.11 Total 76,494,361.57 46,246,028.58 (3) Other cash receive from investing activities 65 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Item This Period Last Period Restricted cash at bank and in hand 10,029,217.89 --- Total 10,029,217.89 --- (4) Other cash paid toinvesting activities Item This Period Last Period Restricted cash at bank and in hand --- 11,445,403.16 Total --- 11,445,403.16 35. Supplemental information for statement of cash flow (1) Supplemental information for statement of cash flow: Supplemental information This Period Last Period 1.Adjustments to reconcile net profit to net cash provided by operating activities: Net profit 73,235,225.77 99,934,857.12 Add: impairment provision for assets 4,228,096.16 -2,503,321.41 Depreciation of fixed assets, consumption & depreciation of fuel and gas, depreciation of 2,528,200.02 2,164,612.21 productive biological assets Amortization for intangible assets 578,052.57 862,328.74 Amortization for long-term prepayment 2,280,843.52 664,529.03 Loss on disposal of fixed assets, intangible -112,818,506.20 --- assets and other long-term assets Loss upon rejection of fixed assets --- --- Loss on variance of fair value --- --- Finance cost 1,855,248.49 1,030,671.89 Loss in investment -229,054.97 164,602.55 Decrease of deferred tax assets --- 756,119.16 Increase of deferred tax liability --- --- Decrease of inventories -325,973,586.16 -159,047,494.46 Decrease of operating receivable account 31,682,338.60 -132,862,220.52 items Increase of operating payable account items 188,303,218.12 -15,717,716.97 Other --- --- Net cash flow from operating activities -134,329,924.08 -204,553,032.66 2 Significant investing and financing activities 66 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Supplemental information This Period Last Period for non-cash items Liabilities capitalized --- --- Convertible bonds payable mature in one year --- --- Financing leased fixed assets --- --- 3. Net increase (decrease) for cash and cash equivalents Closing balance for cash 35,582,359.90 77,981,488.06 Less: opening balance for cash 77,981,488.06 81,546,046.87 Add: closing balance for cash equivalent --- --- less:opening balance for cash equivalent --- --- Net increase (decrease) for cash and cash -42,399,128.16 -3,564,558.81 equivalents (2) Details for cash and cash equivalent Item This Period Last Period 1 Cash 35,582,359.90 77,981,488.06 Including: Cash in hand 33,252.06 19,146.58 Cash at bank 35,549,107.84 77,962,341.48 Other cash and cash equivalents --- --- 2 Cash equivalent --- --- Including: Bond matured within three months --- --- 3 Closing balance for cash and cash equivalents 35,582,359.90 77,981,488.06 36. Restricted the right of use of assets Item Closing balance Reason Cash at bank and in hand 1,416,185.27 Housing mortgage deposit Total 1,416,185.27 67 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) VII. Consolidation scope change Not Applicable. VIII. Rights and interests in other parties 1. Rights and interests in subsidiary (1)Organization of enterprise groupUnit: RMB 10,000 Nameof subsidiary Main Registered Registered hareholding ratio (%) Business nature businesses address Capital Directly Indirectly ChengdeNanjiang Real ChengDe Real Estate Development;textile, Real Estate 10,000,000.00 Estate Development County, HeBei clothes manufacture, import & 100 --- Development CNY Co.,Ltd.*1 Province export of clothes, leasing service Runhua Rural Water (Tianjin) International trading of plastic International 3,000.00 International Trade Co., TianJing material 30 --- trading CNY Ltd*2. Investment of new energy, new material, mining industry,modern agriculture project, Real Estate, ChengDeNanJiang Investment ChengDe County, 9,000 construction project; investment Investment 100 --- Co., Ltd. *3 HeBei Province CNY management, investment consultancy, trade of import and export 68 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Nameof subsidiary Main Registered Registered hareholding ratio (%) Business nature businesses address Capital Directly Indirectly Ecological Production of coarse cereals and ChengDeNanJiang Ecological Agriculture ChengDe County, 1,000 edible fungus; Planting of fruit、 --- 100 Agriculture Co., Ltd. *4 Planting and HeBei Province CNY vegetable and Chinese medical herbs Breeding Production and marketing of ChengDeXingYe Paper Co., Paper ChengDe County, 25,000 high-grade coated paper and kraft 100 --- Ltd. *5 Production HeBei Province USD liner board paper series NanJiang Asia Investment HongKong, 2,000 International investment and trading Trading 100 --- Co., Ltd. *6 China USD Research, development, sales, Chengde technical marketing and technical Energy services of grapheme and its Morsh ChengDe County, 5,000 Research and application materials, power --- 90 Technology HeBei Province CNY Development batteries and battery materials, high Co., Ltd. *7 performance membrane materials, nano-materials Property ChengdeHuiJing property Co., ChengDe County, 50 management Property management service --- 100 Ltd. *8 HeBei Province CNY service *1.On February 20 2009, ChengdeRongyida Real Estate Development Co., Ltd was established with registered capital of RMB 10,000,000.00 (Fei Wang contributed RMB 9,000,000.00, accounted for 90% of the total equity; LiPing Chen contributed RMB 1,000,000.00, accounted for 10% of the total equity). On July 27 2009, Fei 69 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Wang and LiPing Chen transfer 90% of Rongyida’s and 10% of RongYiDa’s equity to former largest shareholder Rong Chen at the price of RMB 9,000,000.00 and RMB 1,000,000.00 respectively. At the same day, Rong Chen transfer 100% of RongYiDa’s equity to the company at the price of RMB 1.00. After the transfer, the company held 100% of RongYiDa’s equity. On April 3, 2014,ChengdeRongyida Real Estate Development Co., Ltd was renamed ChengdeNanjiang Real Estate Development Co.,Ltd. *2.Runhua Rural Water (Tianjin) International Trade Co., Ltd. (“RunHua”) is a limited liability company registered through TianJingBinHai New District Administration for Industry and Commerce (Runhua’s business license is 120192000028688). The initial registered capital is RMB 30 million, including: Runhua Rural Water developing Co., Ltd contribute 4 million, accounting for 13.34% of the total registered capital, BaoSheng Yang contribute 1 million, accounting for 3.33% of the total registered capital, QianYing Wang contribute 2 million, accounting for 6.67% of the total registered capital, PeiWen Ren contribute 2.01 million, accounting for 6.70% of the total registered capital, XiaoFan Zhang contribute 1 million, accounting for 3.33% of the total registered capital, ChunHongLan contribute 9.03 million, accounting for 30.10% of the total registered capital, QinHua Zhao contribute 7 million, accounting for 23.33% of the total registered capital, ZhengHongJia contribute 3 million, accounting for 10.00% of the total registered capital, Kai Li contribute 0.96 million, accounting for 3.20% of the total registered capital. On June 25 2013, according to the equity’s transfer agreement, ChunHongLan and QinHua Zhao transfer 6.67% and 23.33% of share capital respectively to NanJiang. After the transfer, Nanjiang contribute 9 million, accounting for 30% of the total share capital. After the transfer, the capital ratio is: Runhua Rural Water developing Co., Ltd contribute 4 million, accounting for 13.34% of the total registered capital, BaoSheng Yang contribute 1 million, accounting for 3.33% of the total registered capital, QianYing Wang contribute 2 million, accounting for 6.67% of the total registered capital, PeiWen Ren contribute 2.01 million, accounting for 6.70% of the total registered capital, XiaoFan Zhang contribute 1 million, accounting for 3.33% of the total registered capital, ChunHongLan contribute 7.03 million, accounting for 23.43% of the total registered capital, ZhengHongJia contribute 3 million, accounting for 10.00% of the total registered capital, Kai Li contribute 0.96 million, accounting for 3.20% of the total registered capital, Nanjiang contribute 9 million, accounting for 30% of the total share capital. *3.On October 9 2012, ChengDeNanJiang Investment Co., Ltd. was established and invested by ChengdeRongyida Real Estate Development Co., Ltd. The registered capital was RMB 50,000,000.00 and RongYiDa accounted for 100% of NanJiang Investment’s equity. On December 21 2012, RongYiDa transfer 100% of NanJiang Investment’s equity to the company at the price of RMB 50,000,000.00. After the transfer, the company held 100% of NanJiang Investment’s equity. On 70 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) January 6 2013, NanJiang increase share capital of NanJiang Investment by RMB 40,000,000.00. After the increment, the registered capital of NanJiang Investment reach RMB 90,000,000.00. *4.On October 24 2012, ChengDeNanJiang Ecological Agriculture Co., Ltd. established and invested by ChengDeNanJiang Investment Co., Ltd. The registered capital was RMB 5,000,000.00 and NanJiang Investment held 100% of Ecological Agriculture’s equity. On April 18 2013, NanJiang Investment increase share capital of NanJiang Ecological Agriculture by RMB 5,000,000.00. After the increment, the registered capital of NanJiang Ecological Agriculture reach RMB 10,000,000.00. *5.On October 26 2001, ChengdeXingYe Paper Limited company was established by the company together with (Hong Kong) Zhanxi International Group Co., Ltd. the registered capital of ChengdeXingYe Paper Limited company was 250 million U.S. dollars,the paid-in capital was $100,000,000.00, Shareholders' contribution accounted for 40% of the registered capital, and in which the company invested 75,000,000.00 dollar ( accounting for 75%), (Hong Kong)Zhanxi invested 25,000,000.00 dollar ( proportion 25%).On October 28, 2002, according to the regulation of “ reply to investment increase of joint ventures of ChengdeXingYe Paper Limited company” approved by the people's Republic of China Ministry of foreign trade and Economic Cooperation ( the former of the Ministry of Commerce ) with the issuance of No.[2001]969, the registered capital was increased to $ 250 million from $ 10,000 million, The new registered capital had been paid by the two sides in accordance with the contract, articles of agreement within three years from the date of the business license renewal. The registered capital of ChengdeXingYe Paper Limited Company was not paid fully within the prescribed period. ChengdeXingYe Paper Limited company had been shut down completely suffered from December 2006 serious loss since the original largest shareholder Wang Shuxian and senior executives involved in smuggling effect, On December 8, 2008, Hebei province Chengde City Intermediate People's Court issued the No (2008)13 Chengde Civil Award and confirmed the bankruptcy liquidation of the application of ChengdeXingYe Paper Limited company. On March 11, 2009, Hebei province Chengde City Intermediate People's Court approved the settlement request of ChengdeXingYe Paper Limited Company according to the Civil Award with No. (2008)13. On May 10, 2009, Hebei province Chengde City Intermediate People's Court confirmed the settlement agreement reached on May 8, 2009 between ChengdeXingYe Paper Limited Company and the creditors and terminated the reconciliation procedure. On April 23, 2009, the Hebei Provincial Higher People's Court issued No.(2009) 44 Hebei ”criminal Award” and confirmed that ChengdeXingYe Paper Limited company was a false foreign investment enterprise which was registered in the name of the Hong Kong ZhanXi by the company's original shareholders of Wang Shuxian. In October 2012, the company received civil conciliation No.[2011]76 from ChengDe Intermediate People's court. The civil conciliation confirmed the dispute settlement between the company and ShuXian Wang: ShuXian Wang was responsible for coordinating minority of ChengDeXingYe Paper Co., Ltd to abandon their equity, assisting the company to complete the liquidation and cancellation of XingYe. After the above works were 71 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) done, the company agreed to transfer 20% equity of SuningBanhe Chemical Fiber Facsimile Fabric Co., Ltd, land of industrial park (34.03 acre), factory (25596.87 square meter) and land of No.131 (44.4 acre) to ShuXian Wang. *6. On November 14, 2013, NanJiang Asia Investment Co., Ltd. (“NanJiang Asia”) was invested by NanJiang, with the register capital of USD 20 million. Paid-in share capital is USD 797,538.34 and the register place is Hong Kong. *7.On January 24, 2013, ChengdeMorsh Technology Co., Ltd. (“Morsh Technology”) was invested by NanJiang and Morsh (NingBo) Technology Co., Ltd, with the register capital of RMB 50,000,000.00: NanJiang contribute RMB 45,000,000.00, accounting for 90% of the total share capital; Morsh (NingBo) Technology contribute RMB 5,000,000.00, accounting for 10% of the total share capital. *8.On November 18, 2013, ChengdeHuiJing property Co., Ltd (“HuiJing Property”) was invested by NanJiang Investment, with the register capital of RMB 500,000.00. NanJiang Investment contributes RMB 500,000.00, accounting for 100% of share capital. 72 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) 2. Change of owner’s equity share in subsidiaries and subsidiaries still under control Not Applicable. 3. Equity in joint ventures or associated enterprises Not Applicable. IX. Risks related to financial instruments Not Applicable. X. Related parties and related transaction (I) Relation of affiliated parties 1. Controlling shareholder and ultimate controller The company has no parent company. The related parties with controlling relationship of the Company refer to Mr. RongChen, who held 29.49% equity of the Company. 2. Subsidiary See VIII-1-(1) - Organization of enterprise group. 3.Joint ventures and associated enterprises Name of related parties Relationship Organizational Code MinFeng (TianJin) Material industry chemical Joint venture 05874083-7 industry Co.Ltd Runhua Rural Water (Tianjin) Joint venture 58327621-9 Water Saving Technology Co., Ltd 4. Other related party: Name of related parties Relationship MinFeng (ShanXi) Material industry chemical industry The controller of Joint venture Co.Ltd Runhua Rural Water Industrial development Co. The controller of Joint venture (II) Related transactions 1. Related transaction regarding trade of goods and labor services Purchasing products/obtaining labor services The related transactions between parent and subsidiaries that are in consolidation scope, among subsidiaries that are in consolidation scope, have been offset in the consolidated financial statement. 73 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Name of related parties Trading content This period Last Period MinFeng (TianJin) Material industry chemical industry Sale goods 168,562,321.06 38,248,888.89 Co.Ltd Total --- 168,562,321.06 38,248,888.89 2. Associated rental condition Not Applicable. 74 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) 3. Status of Associated Guarantee Unit: RMB 10,000 Amount of Name of warrantee Name of guarantee Beginning date Due date Credit bank guarantee CHENGDE NANJIANG CO., RuiHua NongShui binhai new area branch of 2000 October 24, 2013 October 24, 2014 LTD. Industrialdevelopment co. China citic bank co., LTD. CHENGDE NANJIANG CO., Chun Hong Lan(The second binhai new area branch of 2200 October 24, 2013 October 24, 2014 LTD. largest shareholder) China citic bank co., LTD. 4. Inter-bank lending of affiliated parties Not Applicable. 5. Important related transactions with joint investments Not Applicable. 6. Re-numeration for key management personnel Not Applicable. 7. Key management personnelcompensationUnit: RMB 10,000 Item name This period Last period Key management personnelcompensation 144.29 56.69 75 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) (III) Current balance of related parties 1. Receivables Amount at the beginning of Ending balance the year Item name Related party Book Provision for Book Provision for balance bad debts balance bad debts MinFeng (TianJin) Advance Material industry --- --- 1,945,944.00 --- payment chemical industry Co.Ltd MinFeng (TianJin) Other receivables Material industry --- --- 670,000.00 --- chemical industry Co.Ltd 2. Payables Item name Related party Ending balance Beginning balance MinFeng (TianJin) Material industry Other payables 12,000,000.00 31,000,000.00 chemical industry Co.Ltd MinFeng (TianJin) Material industry Deferred revenue 12,032,434.62 --- chemical industry Co.Ltd Rui Hua NongShui Industrialdevelopment --- 4,843,823.41 co. XI. Contingency By the end of December 31, 2014, the closing balance of housing mortgage deposit,for the purchaser of commercial houses,was RMB 21,200,000. XII. Other significant events Not Applicable. XIII. Commitment Not Applicable. 76 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) XIV. Events after the Balance Sheet Date Not Applicable. XV. Notes to Main Items of Financial Statements of Parent Company 1. Other receivable (1)Disclosure of other receivables by category Closing Balance Book balance Bad debt provision Categories Ratio Book value Amount Amount Ratio(%) (%) 1. Individually significant amounts of accounts receivable --- --- --- --- --- accrued bad debt provision 2. Accounts receivable accrued 16,687,262.55 99.58 49,078.42 0.29 10,100,566.22 bad debt provision by portfolio 3 .Individually insignificant amounts of accounts receivable 70,000.00 0.42 70,000.00 100.00 --- accrued bad debt provision Total 16,757,262.55 100.00 119,078.42 0.71 16,638,184.13 Continue: Opening Balance Categories Book balance Bad debt provision Book value Amount Ratio(%) Amount Ratio(%) 1Individually significant amounts of otheraccounts --- --- --- --- --- receivable accrued bad debt provision 2 Other accounts receivable accrued bad debt provision by 320,143.39 82.06 4,000.00 5.41 320,143.39 portfolio 3 Individually insignificant amounts of other 70,000.00 17.94 70,000.00 94.59 70,000.00 accounts receivable accrued bad debt provision Total 390,143.39 100.00 74,000.00 100.00 390,143.39 (2)Other accounts receivable accrued bad debt provision by aging in portfolio Closing Balance Aging Amount Bad debt provision Accrue ratio (%) 77 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Closing Balance Aging Amount Bad debt provision Accrue ratio (%) Within 1 year 981,568.36 49,078.42 5.00 Total 981,568.36 49,078.42 5.00 (3)No other accounts receivables are accrued bad debt provision by the percentage in Closing Balancemethod in portfolio. (4) Other accounts receivables are accrued bad debt provision by other method in portfolio Closing Balance Name Bad debt Accrue ratio Amount provision (%) ChengDeNanJiang Ecological Agriculture Co., Ltd. 6,367,203.05 —— —— ChengdeMorshTechnologyCo., Ltd. 167,018.00 —— —— NanJiang Asia Investment Co., Ltd. 3,396.86 —— —— The payment of petroleum company 108,399.29 —— —— Land reserve center’acquisition 3,678,200.00 —— —— Cement special fund 90,421.00 —— —— deposit 3,203,400.00 —— —— Staff loan 2,087,655.99 —— —— Total 15,705,694.19 —— —— Explanation for this portfolio:Considering its expected unrecoverable risk is extremely low,the bad debt provisions of other accounts receivables, by other method in portfolio, is RMB 0.00. (5) Individually insignificant amounts of other accounts receivable accrued bad debt provision through individual impairment testing : Closing Balance Name Accrue ratio Amount Bad debt accrued Reason (%) Expected Qizhong Yan 70,000.00 70,000.00 100 irrecoverable Total 70,000.00 70,000.00 100 --- (6) The situation of the bad debt provision of other receivables The bad debt provision of other receivables is RMB 49,078.42 in the current accounting period, and no bad debt provision is recovered. (7) No other receivables are written off in the current accounting period. (8) Nature of other receivables by category: 78 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) Name Closing Balance Opening Balance Intercourse funds between related party 6,537,617.91 29,000.00 The fund of oil company in advance 108,399.29 60,000.00 The acquisition of Land reserve center in ChengDe County 3,678,200.00 --- Cement special fund 90,421.00 --- deposit 3,203,400.00 --- Staff loan 2,087,655.99 301,077.08 Others 1,051,568.36 66.31 Total 16,757,262.55 390,143.39 (9) At the year-end of the reporting period, the other accounts receivable in significant amount: Ratio in Bad debt Debtor Nature Amount Aging total(%) provision Ecological agricultural Intercourse funds 6,367,203.05 Within 1 year 38.00 --- The acquisition of Land reserve Land acquisition 3,678,200.00 Within 1 year 21.95 --- center in ChengDe County Chengde housing construction Deposit 3,203,400.00 Within 1 year 19.12 --- Bureau Haipeng Ma Staff loan 700,000.00 Within 1 year 4.18 --- MoXiTechnology Co. Ltd Intercourse funds 167,018.00 Within 1 year 1.00 --- Total --- 14,115,821.05 --- 84.25 --- (10)No other receivables arederecognized for the transfer of financial assets. (11) No other receivables are prepared to be converted to security assets. (12) Other explanation for other accounts receivable: Compared to the opening balance, the closing balance of other accounts receivable increase by RMB 16,367,119.16, with the increase rate of 4195.15%, mainly because the intercourse funds、 land acquisition and the deposit are increasing significantly in this period. 79 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) 2. Long-term equity investments opening balance closing balance Nature Book balance Bad debt provision Book value Book balance Bad debt provision Book value Subsidiaries 778,851,997.76 626,567,328.03 152,284,669.73 783,852,164.40 626,567,328.03 157,284,836.37 Joint venture/affiliated concern --- --- --- --- --- --- Total 778,851,997.76 626,567,328.03 152,284,669.73 783,852,164.40 626,567,328.03 157,284,836.37 (1) Subsidiaries Impairment Accounting Initial Opening Closing Impairment in Stake Voting right Invested Company Increase decrease accrued in method investment cost Balance Balance Closing Balance ratio (%) (%) this period NanJiang Real Estate Cost 53,114,299.73 53,114,299.73 --- --- 53,114,299.73 --- --- 100.00 100.00 NanJiang Investment Cost 90,000,000.00 90,000,000.00 --- --- 90,000,000.00 --- --- 100.00 100.00 XingYe Paper Cost 626,567,328.03 626,567,328.03 --- --- 626,567,328.03 --- 626,567,328.03 100.00 100.00 RunHua Water Cost 9,170,370.00 9,170,370.00 --- --- 9,170,370.00 --- --- 30.00 53.43 Asia Investmen Cost --- --- 5,000,166.64 --- 5,000,166.64 --- --- 100.00 100.00 Total --- 778,851,997.76 778,851,997.76 --- --- 783,852,164.40 --- 626,567,328.03 --- --- (2) No long-term equity investments of Joint venture/affiliated concern. 80 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) 3. Operating income and operating cost (1) Classification of operating income and operating cost Item This period Last Period Business income 8,217,142.76 9,631,946.56 Other business income 8,217,142.76 9,631,946.56 Business cost 988,187.82 28,460.39 Other business cost 988,187.82 28,460.39 (1) Principal business income and cost (by industry) This period Last Period Items Income Cost Income Cost Commerce 8,217,142.76 988,187.82 9,631,946.56 28,460.39 Total 8,217,142.76 988,187.82 9,631,946.56 28,460.39 (2) Principal business income and cost (by products) This period Last Period Items Income Cost Income Cost electric income 1,017,142.76 988,187.82 31,946.56 28,460.39 Service income 7,200,000.00 --- 9,600,000.00 --- Total 8,217,142.76 988,187.82 9,631,946.56 28,460.39 (3) Principal business income and cost (by district) This period Last Period District Income Cost Income Cost ChengDe District 8,217,142.76 988,187.82 9,631,946.56 28,460.39 Total 8,217,142.76 988,187.82 9,631,946.56 28,460.39 (5) The operating income of the top five customers of the Company Customer name or ranking Principal business income Rate in total (%) NanJiang Real Estate 7,200,000.00 87.62 Chengde housing construction Bureau 1,017,142.76 12.38 Total 8,217,142.76 100.00 81 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) 4. Supplemental information for statement of cash flow Supplemental information This period Last Period 1.Adjustments to reconcile net profit to net cash provided by operating activities: Net profit 157,277,079.27 -12,891,377.63 Add: impairment provision for assets 45,078.42 3,000.00 Depreciation of fixed assets, consumption & depreciation of fuel 155,256.08 121,364.21 and gas, depreciation of productive biological assets Amortization for intangible assets 245,889.05 424,343.16 Amortization for long-term prepayment 38,744.64 --- Loss on disposal of fixed assets, intangible assets and other -113,647,960.69 --- long-term assets Loss upon rejection of fixed assets --- --- Loss on variance of fair value --- --- Finance cost 572,000.00 --- Loss in investment --- --- Decrease of deferred tax assets --- -750.00 Increase of deferred tax liability --- --- Decrease of inventories -328,486,677.42 -161,600,661.40 Decrease of operating receivable account items 5,934,406.38 463,101.60 Increase of operating payable account items 177,036,565.68 174,124,901.53 Other --- --- Net cash flow from operating activities -100,829,618.59 14,420,136.12 2 Significant investing and financing activities for non-cash items --- --- Liabilities capitalized --- --- Convertible bonds payable mature in one year --- --- Financing leased fixed assets --- --- 3. Net increase (decrease) for cash and cash equivalents --- --- Closing balance for cash 17,625,400.53 5,681,141.82 Less: opening balance for cash 5,681,141.82 777,456.70 Add: closing balance for cash equivalent --- --- less:opening balance for cash equivalent --- --- Net increase (decrease) for cash and cash equivalents 11,944,258.71 4,903,685.12 82 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) XVI. Supplemental information 1. Non-recurring gains and losses Items This period Last Period 1 Losses/gains on disposal of non-current assets 112,818,506.20 131,918,787.19 2. Government subsidies included in the current profits and losses (government subsidies which are closely related to the --- 193,601.01 Company’s business and received at national statutory standard and amount are excluded) 3. Gains or loss from delegation investment 171,000.00 111,230.13 4. Other non- recurring loss and profits other than the above -3,065,618.87 -514,148.27 5. Effect of minority interest on non-recurring losses or gains -7,045,170.04 2,185,592.65 6. Effect of income tax on non-recurring losses and gains -25,719,679.32 (33,473,765.68) Total 77,159,037.97 100,421,297.03 Notes: All non-recurring items are disclosed before taxation. 2. Return on equity and earnings per share Earnings per share Weighted average of Profit in the reporting period Return on equity(%) Basic earnings Diluted earnings per share per share Net profit attributable to shareholders holding 32.13 0.11 0.11 ordinary shares of the Company Net profit attributable to shareholders holding ordinary shares of the Company after 1.25 --- --- deducting non-recurring gains and losses XVII. Approval for issuance of financial statements These financial statements have been approved by all directors on April 27, 2015. Legal representative: Accounting supervisor:Legal representative of the accounting firm: Chengde NanJiang Co., Ltd.April 27, 2015 83 Notes to Financial Statements of CHENGDE NANJIANG CO., LTD. From January 01, 2014 to December 31, 2014 (Unless otherwise indicated, the unit of amount in the Financial Statements is RMB) 84